Rusty Rush
Chairman of the Board, President and Chief Executive Officer at 
RUSH ENTERPRISES INC \TX\
RUSH ENTERPRISES INC \TX\CEO
Executive
Board
About Rusty Rush
W.M. “Rusty” Rush (age 66) is Chairman, President, and Chief Executive Officer of Rush Enterprises, Inc. He has served as President since 1995, CEO since 2006, COO from 2001–2006, and as a director since 1996; he was appointed Chairman in May 2013 . Under his leadership, Rush achieved 2024 revenues of $7.8 billion and net income of $304.2 million (diluted EPS $3.72), with an annual absorption ratio of 132.2%; the company returned $71.3 million to shareholders via dividends and buybacks and increased borrowing capacity to approximately $2.3 billion while lowering aggregate interest rates . Rush’s pay-versus-performance disclosure shows 2024 company TSR value of $287.61 on an initial $100 investment (2019 base), with net income of $304.2 million and income from continuing operations before tax of $397.8 million .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Rush Enterprises, Inc. | President | 1995–present | Day-to-day leadership of the company’s operations and growth initiatives . |
| Rush Enterprises, Inc. | Chief Executive Officer | 2006–present | Led through cyclical industry, expanded network, capital allocation discipline . |
| Rush Enterprises, Inc. | Chairman of the Board | May 2013–present | Unified leadership and strategic oversight; combined CEO/Chair model endorsed by Board . |
| Rush Enterprises, Inc. | Chief Operating Officer | 2001–2006 | Oversaw day-to-day operations prior to becoming CEO . |
| Rush Enterprises, Inc. | Vice President / Executive Vice President | 1990–1995 | Progressive leadership roles preceding President appointment . |
| Rush Enterprises, Inc. | Director | 1996–present | Long-tenured director with deep institutional knowledge . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | Current public company directorships: None; former public company directorships: None . |
Board Governance and Service
- Board service and roles: Chairman since 2013, President since 1995, CEO since 2006; director since 1996 .
- Committee roles: Board committees (Audit; Compensation and Human Capital; Nominating and Governance) are comprised solely of independent directors; the CEO/Chair is not on these committees .
- Lead Independent Director: William H. Cary appointed Lead Independent Director in February 2025 to preside over executive sessions and serve as liaison between independent directors and management .
- Independence and attendance: Seven of nine directors are independent; all directors attended at least 75% of Board and committee meetings in 2024 .
- Dual-role implications: The Board supports the combined CEO/Chair structure for unified vision and operational insight; mitigants include a Lead Independent Director and regular executive sessions of nonemployee directors .
- Dual-class structure context: The company maintains a shareholder-approved dual-class structure to meet Peterbilt dealer agreement voting control requirements (Dealer Principals must own ≥22% voting stock); management/Board own ~42% of voting power; Class B is publicly traded .
Fixed Compensation
Multi-year summary for Rusty Rush (CEO/Chair/President):
| Year | Salary ($) | Cash Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 1,749,271 | 3,732,075 | 3,544,800 | 599,550 | 398,446 (aircraft $218,438; ranch $110,300; auto $31,622; others) | 10,024,142 |
| 2023 | 1,711,608 | 3,928,500 | 3,888,150 | 620,550 | 535,295 | 10,684,103 |
| 2022 | 1,673,944 | 4,050,000 | 3,493,000 | 588,350 | 512,969 | 10,318,263 |
Notes:
- 2024 base salary unchanged from 2023; compensation program emphasizes “at-risk” pay .
- Perquisites include personal aircraft use, ranch access, company automobile/insurance, annual physical, and 401(k) match .
Performance Compensation
Cash bonus design and realized payout (2024):
- Metric and approach: Annual cash performance bonus is determined based on company income from continuing operations before taxes (ICOBT), historical bonus levels, competitive pay information, and subjective individual performance .
- 2024 company performance anchor: ICOBT of $397.8 million (down ~14% YoY) .
- 2024 payout: $3,732,075 (down ~5% YoY) .
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Income from continuing ops before taxes + subjective assessment | Discretionary (no preset weights) | n/a | ICOBT $397.8M (2024) | $3,732,075 | Cash at payment |
| Restricted Stock (Class B) – 2024 grant | Long-term value creation/retention | n/a | n/a | 70,000 shares (grant-date FV $3,544,800) | n/a | Vests 1/3 annually starting 1st anniversary |
| Stock Options (Class A) – 2024 grant | Long-term value creation/retention | n/a | n/a | 35,000 options @ $49.24 strike (grant-date FV $599,550) | n/a | Vests 1/3 annually beginning on 3rd anniversary; 10-year term |
Equity incentive mix and schedules:
- 2024 equity mix for Rusty: ~86% restricted stock / ~14% stock options (discretionary allocation) .
- Standard vesting: restricted stock vests over 3 years (beginning on year 1); options vest over 3 years starting year 3; options expire after 10 years .
Option exercises and vested stock (supply/pressure indicators, 2024):
- Options exercised: 157,500 Class A; value realized $4,908,540 .
- Restricted stock vested: 62,168 shares; value realized $3,148,188 .
Equity Ownership & Alignment
Beneficial ownership and alignment (as of March 14, 2025 unless noted):
| Item | Detail |
|---|---|
| Class A Common Stock beneficially owned | 547,837 shares (includes 367,500 vested/vesting options within 60 days) . |
| Class B Common Stock beneficially owned | 7,415,446 shares (includes 6,612,102 via 3MR Partners, L.P.; 151,666 unvested restricted stock) . |
| Voting power | 36.2% of total voting power (Class A carries 1/20 vote; Class B one vote per share) . |
| 3MR Partners, L.P. | Holds 6,184 Class A and 6,612,102 Class B; Rusty is general partner and disclaims beneficial ownership beyond his interest . |
| Unvested restricted stock (12/31/2024) | 35,000 (2022 grant, MV $1,905,400); 70,000 (2023 grant, MV $3,810,800); 70,000 (2024 grant, MV $3,810,800) . |
| Ownership guidelines | CEO guideline = 5x base salary; all NEOs in compliance as of 12/31/2024 . |
| Hedging/pledging | Hedging prohibited; pledging requires preapproval and is only allowed in very limited circumstances; none of the executives or directors currently pledge shares . |
Employment Terms
- Employment agreement: The company has no employment agreements with current executive officers (including the CEO) .
- Severance/Change in Control: Covered by the Executive Transition Plan (ETP); Rusty is a Level 1 participant .
- Key economics for Level 1 (CEO) under ETP:
- Cash severance: 2x base salary plus average annual cash bonus from prior three years, for both involuntary termination with or without a change in control .
- Equity: Unvested awards accelerate upon qualifying termination in connection with a change in control (double-trigger) .
- Benefits: Continuation of life and health insurance up to 48 months (or until successor coverage) .
- Non-compete/non-solicit: 48 months post-termination for Level 1; confidentiality is perpetual .
- 280G excise tax: Legacy participants are entitled to gross-up; policy bars gross-ups for new participants after March 3, 2011 (Wilder and Pollard not eligible) .
2024 potential payments upon termination (illustrative, as of 12/31/2024):
| Scenario | Cash payments ($) | Equity acceleration ($) | Benefits continuation ($) | Total ($) |
|---|---|---|---|---|
| Involuntary termination (no CIC) | 7,402,067 | — | 117,582 | 7,519,649 |
| Involuntary termination upon CIC | 7,402,067 | 13,589,921 (accelerated) | 117,582 | 21,109,570 |
| Death/Disability | — | 13,589,921 (accelerated) | — | 13,589,921 |
Clawback:
- Amended and restated on Oct. 23, 2023; applies to current/former executive officers and all equity award recipients; enables recovery for accounting restatements and misconduct; prohibits indemnification of recouped amounts .
Deferred compensation:
- Rusty’s 2024 deferred comp: Aggregate balance $17,519,254; 2024 aggregate earnings $894,104; no 2024 executive contribution .
Compensation Structure Analysis (Pay-for-Performance and Governance)
- Cash vs equity mix: High proportion of “at-risk” pay; discretionary annual bonuses calibrated to ICOBT and qualitative assessment; long-term equity weighted to restricted stock over options (lower risk to executive vs options) .
- Metric rigor: The Compensation and Human Capital Committee does not use formulaic quantitative performance measures; instead relies on subjective assessment, historically considering ICOBT in bonus decisions .
- 2024 adjustments: Bonuses for CEO/CFO/COO reduced ~5% vs 2023 in light of lower ICOBT; equity grant values for Rusty decreased ~8.1% YoY; vesting structures maintained .
- Ownership alignment: Significant beneficial ownership and compliance with rigorous stock ownership guidelines; hedging prohibited; pledging tightly controlled and none outstanding .
- Severance design: Double-trigger equity acceleration under CIC; lengthy non-compete for Level 1 enhances retention; legacy excise tax gross-up potential is a governance red flag relative to contemporary norms (mitigated by policy banning new gross-ups since 2011) .
- Independent oversight: CHC Committee comprised solely of independent directors; uses an independent consultant (CAP) to review peer benchmarks and competitiveness; 2024 support for Say-on-Pay historically strong (last vote 89% in 2023; triennial frequency, next in 2026) .
Peer group (benchmarking reference):
- Companies include: Advance Auto Parts; Allison Transmission; Applied Industrial Technologies; Asbury Automotive; AutoZone; Group 1 Automotive; H&E Equipment Services; Hub Group; Knight-Swift; Landstar; Lithia Motors; MSC Industrial; Oshkosh; Sonic Automotive; Terex; Trinity Industries; United Rentals; Wabtec .
Performance & Track Record
- 2024 operating results: Revenue $7.8B; net income $304.2M; absorption ratio 132.2%; robust Class 4–7 sales outpaced market; service/body shop revenues grew; increased dividend ~5.9% (sixth consecutive annual increase); returned $71.3M to shareholders; expanded network with additional locations; increased financing capacity to ~$2.3B at lower rates .
- Capital allocation: Quarterly dividends and repurchases; commitment to balancing investment with returns .
- Pay versus performance: 2024 PEO “compensation actually paid” $11.13M; TSR value $287.61 on $100 since 2019; ICOBT $397.8M; Net income $304.2M .
Director Compensation (context)
- Executives (including Rusty) do not receive director compensation .
- 2024 nonemployee director retainer: $105,000; committee chair premia ($20,000 Audit; $5,000 CHC/NGC); equity grants of Class A stock (typical grant ~3,230 shares ≈ $145,000, with some cash/equity mix elections) .
Related Party Transactions and Risk Indicators
- Related party transactions: None in 2024; the Audit Committee oversees and approves any related-person transactions per policy .
- Risk mitigations: Clawback policy in place; option repricing prohibited; share recycling limited; insider trading policy maintained .
- Hedging/Pledging: Hedging prohibited; pledging requires preapproval; no current pledges by executives or directors .
- Dual-class governance considerations: Maintained to satisfy OEM dealer contract requirements; management and Board voting power significant but below majority; Class B publicly traded .
Investment Implications
- Alignment: Significant long-term equity holdings, strict ownership guidelines, and no hedging/pledging support alignment; however, legacy 280G gross-up eligibility under the ETP is a governance overhang versus best practices .
- Incentive design: Heavy discretionary element with ICOBT as a directional anchor can foster flexibility through cycles but offers less transparency/quantitative tie-ins than peers; equity mix skewed to RS aids retention but reduces performance leverage versus options .
- Supply/overhang: 2024 option exercises ($4.9M value realized) and ongoing vesting create periodic selling windows; at year-end, substantial unvested RS (175,000 shares) and multiple option tranches remain outstanding, implying future settlement events to monitor .
- Control/governance: Combined CEO/Chair with a Lead Independent Director and fully independent committees; dual-class structure serves critical OEM relationship requirements but can attract proxy advisor scrutiny; strong Say-on-Pay history (89% support in 2023) reduces near-term compensation vote risk .