Steven Keller
RUSH ENTERPRISES INC \TX\About Steven L. Keller
Steven L. Keller, age 55, is Chief Financial Officer and Treasurer of Rush Enterprises (RUSHA), serving since April 2011 and with the company since 1997; he is a Certified Public Accountant who previously worked at Ernst & Young in San Antonio and holds a BBA in Accounting from St. Mary’s University . As CFO, he oversees accounting, auditing, treasury, tax, and the human resources department, and in 2024 led financing initiatives including a new $800 million floor plan facility and broader credit amendments that expanded inventory financing availability to ~$1.6 billion for vehicles and ~$700 million for parts/lease & rental while reducing aggregate interest rates; he also executed capital return of $71.3 million via dividends and buybacks in 2024 . Company performance in 2024: revenue $7.8 billion and net income $304.2 million, with absorption ratio 132.2%; TSR and EBITDA metrics were not disclosed in the proxy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rush Enterprises | CFO & Treasurer | 2011–present | Led capital structure, financing, treasury/tax, HR; negotiated expanded floor plan/credit facilities and lower rates . |
| Rush Enterprises | Finance & Accounting leadership | 1997–2011 | Drove financial analysis/planning, acquisitions, SEC reporting, IR, corporate taxes . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ernst & Young LLP (San Antonio) | Certified Public Accountant | Pre-1997 | Audit experience; technical accounting foundation . |
| St. Mary’s University (San Antonio) | BBA, Accounting | — | Educational credentials (CPA) . |
Fixed Compensation
Multi‑year compensation (proxy-reported, USD):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary | $507,384 | $518,800 | $529,916 |
| Cash Bonus (performance bonus paid following year) | $730,000 | $709,000 | $674,000 |
| All Other Compensation | $21,521 | $26,894 | $32,787 |
| Total Cash Compensation (Salary+Bonus) | $1,237,384 | $1,227,800 | $1,203,916 |
| Total Reported Compensation | $1,858,556 | $2,275,305 | $2,653,984 |
Notes:
- Perquisites detail for 2024 includes LTD insurance ($2,628), auto allowance ($6,000), cell phone ($1,800), annual physical ($9,159), and 401(k) match ($12,000) .
Performance Compensation
Annual Cash Bonus Design
| Component | Design | 2024 Actual |
|---|---|---|
| Corporate metric | Income from continuing operations before taxes; committee uses this plus historical bonus levels, market data, and qualitative individual performance (no fixed target/weight disclosed) . | $397.8 million, down ~14% YoY . |
| Individual performance | Subjective evaluation by CEO and committee; qualitative, not formulaic . | Positive (capital allocation, financing, cost management) . |
| Payout | Discretionary alignment to pre-tax income trend and market competitiveness . | $674,000 paid in 2025 for 2024 performance . |
Equity Incentive Awards (Time‑Based)
Grant cadence and type: annual March 15 grants under the 2007 LTIP; options at FMV with 10‑year term; options vest one‑third annually beginning year 3; restricted stock vests one‑third annually beginning year 1; mix of Class A options and Class B restricted stock .
2024 Grants (Steven L. Keller):
| Grant Date | Type | Shares/Options | Exercise Price | Vesting | Grant Date Fair Value |
|---|---|---|---|---|---|
| 3/15/2024 [approved 3/6/2024] | Class B Restricted Stock | 25,000 | — | 1/3 per year starting 3/15/2025 | $1,266,000 |
| 3/15/2024 [approved 3/6/2024] | Class A Stock Options | 10,000 | $49.24 | 1/3 per year starting 3/15/2027; 10‑yr term to 3/15/2034 | $171,300 |
Prior‑year grants context (mix allocation): Keller’s 2024 equity allocation was ~12% options and ~88% restricted stock (committee subjective; no fixed policy) .
2024 Realizations:
| Event | Shares | Value |
|---|---|---|
| Options exercised (Class A) | 58,500 | $1,960,271 |
| Restricted stock vested (Class B) | 16,376 | $829,281 |
Equity Ownership & Alignment
Beneficial Ownership (as of March 14, 2025)
| Holder | Class A Shares | % of Class A | Class B Shares | % of Class B | % Total Voting Power |
|---|---|---|---|---|---|
| Steven L. Keller | 188,917 | <1% | 250,596 | 1.5% | 1.3% |
Breakdown and alignment factors:
- Vested options: 105,000 Class A included in reported ownership (within 60 days) .
- Unvested restricted stock: 52,677 Class B (subject to vesting) .
- Deferred Compensation Plan shares vote per Board recommendations; some Keller holdings are in the plan .
- Unpledged and hedging prohibited: company policy bans hedging and requires preapproval for any pledging; none of the executive officers or directors currently pledge company stock .
- Stock ownership guidelines: executives must hold ≥2× base salary; all named executives were in compliance as of Dec 31, 2024 .
Outstanding Equity Awards (Year‑End 2024)
Options (Class A; share counts and status):
| Grant Date | Exercisable | Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|
| 3/15/2017 | 22,500 | — | $15.06 | 3/15/2027 |
| 3/15/2018 | 22,500 | — | $19.10 | 3/15/2028 |
| 3/15/2019 | 22,500 | — | $18.28 | 3/15/2029 |
| 3/13/2020 | 15,000 | 7,500 | $14.85 | 3/13/2030 |
| 3/15/2021 | 5,000 | 10,000 | $32.98 | 3/15/2031 |
| 3/15/2022 | — | 15,000 | $35.36 | 3/15/2032 |
| 3/15/2023 | — | 15,000 | $35.04 | 3/15/2033 |
| 3/15/2024 | — | 10,000 | $49.24 | 3/15/2034 |
Unvested Class B Restricted Stock and market value (based on $54.44 close on 12/31/2024):
| Grant Date | Unvested Shares | Market Value |
|---|---|---|
| 3/15/2022 | 8,500 | $462,740 |
| 3/15/2023 | 22,000 | $1,197,680 |
| 3/15/2024 | 25,000 | $1,361,000 |
Deferred compensation (as of 2024):
| Item | Amount |
|---|---|
| Executive contributions (2024) | $0 |
| Aggregate earnings (2024) | $43,721 |
| Withdrawals/distributions (2024) | $(69,843) |
| Aggregate balance at 12/31/2024 | $803,223 |
| Previously reported amounts (prior years) | $308,367 |
Employment Terms
- No individual employment agreements for current executive officers; former COO McRoberts has a senior advisor agreement, but not applicable to Keller .
- Executive Transition Plan (severance/change‑in‑control): Keller designated Level 2 . Key economics:
- Involuntary Termination with Change in Control: cash = 2× base salary plus 2× highest annual cash bonus in prior 5 years; accelerated vesting of equity; health/life continuation up to 24 months; excise tax gross‑up per plan terms for Level 2 participants (company policy excludes those who entered plan after March 3, 2011) .
- Involuntary Termination absent Change in Control: cash = 1× base salary plus 0.5× prior‑year bonus; no accelerated vesting; health/life continuation up to 12 months .
- Covenants: non‑compete up to 24 months and nonsolicit up to 24 months post‑termination; confidentiality is perpetual; breach causes forfeiture and clawback of severance .
- Clawback policy: amended Oct 23, 2023; applies to current and former executive officers and all equity recipients; recoupment for restatements or misconduct; no indemnification for loss of erroneously awarded compensation .
- Hedging/pledging policy: hedging prohibited; pledging only with preapproval; none currently pledged .
Investment Implications
- Alignment: Keller’s large, multi‑year, time‑based Class B restricted stock grants and ownership guideline compliance increase alignment; bonus design ties to pre‑tax income, supporting pay‑for‑performance, albeit with discretionary overlays and no explicit weights/targets disclosed .
- Supply/pressure signals: Notable 2024 realizations (58.5K options exercised; ~$1.96M value) and scheduled vesting of 25K RSAs from the 2024 grant, plus 22K (2023) and 8.5K (2022) RSAs, create predictable liquidity windows; annual grants occur mid‑March after 10‑K filing, informing likely Form 4 cadence and potential selling pressure around vesting dates and 10b5‑1 activity .
- Retention and change‑in‑control: Level 2 severance with double‑trigger acceleration and up to 24 months of benefits provides retention leverage and potential cost under a transaction; note the plan’s general gross‑up provision for Level 2, while policy excludes participants entering after Mar 3, 2011 (explicitly Wilder and Pollard), implying potential gross‑up risk for earlier entrants unless modified .
- Risk controls and red flags: Company-wide clawback, hedging ban, pledging preapproval with none currently pledged, strong say‑on‑pay support (89% in 2023) reduce governance risk; no related‑person transactions in 2024 further lowers conflict risk .
- Performance context: 2024 revenue $7.8B and net income $304.2M with absorption ratio 132.2% underline operating resilience; financing expansions negotiated by Keller support working capital and inventory flexibility at lower rates, a positive for cash flows in cyclical conditions .