Thomas Akin
RUSH ENTERPRISES INC \TX\About Thomas Akin
Independent director since 2004 (age 70), former co‑managing partner at ADKF, P.C. (1991–2020) and earlier a Certified Public Accountant in EY’s audit department (1976–1989). He brings deep accounting and financial reporting expertise and is designated by the board as an Audit Committee Financial Expert; he currently chairs Rush Enterprises’ Audit Committee and serves on the Compensation & Human Capital Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ADKF, P.C. | Co‑managing partner | 1991–2020 | Led public‑company audits; financial reporting and internal controls expertise |
| Ernst & Young LLP | Certified Public Accountant (Audit) | 1976–1989 | Client service executive for SEC registrant audits; strengthens audit oversight credentials |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | None | — | No current or prior public company directorships disclosed |
| Private/non‑profit/academic | Not disclosed | — | No external roles beyond ADKF/EY noted |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation & Human Capital Committee member; not on Nominating & Governance Committee .
- Committee activity: Audit Committee met 4 times in 2024; CHC met 5 times; NGC met 4 times; all members independent under Nasdaq standards .
- Independence: Board affirms Akin is independent; no relationships impairing judgment .
- Attendance: Board met 9 times in 2024; all directors attended ≥75% of board/committee meetings; all attended the 2024 annual meeting .
- Lead Independent Director: William H. Cary appointed Feb 2025; executive sessions of nonemployee directors occur regularly (at least twice per year) .
- Tenure: 21 years on Rush’s board as of April 8, 2025 (director since 2004) .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual board retainer (cash) | $105,000 | Standard nonemployee director retainer |
| Audit Committee chair retainer (cash) | $20,000 | Additional fee for Audit Chair |
| Total cash fees received | $125,000 | Akin’s “Fees Earned or Paid in Cash” for 2024 |
| Annual equity grant (Class A shares) | 3,230 shares | Standard outright grant to directors |
| Equity grant fair value | $144,995 | Akin’s 2024 stock awards value |
| Total director compensation | $269,995 | Sum of cash fees + stock awards |
Notes:
- Directors may elect a mix of stock and cash for the annual grant; Akin received the standard equity grant amount in shares as disclosed .
Performance Compensation
| Element | Performance metrics | Vesting/terms | Observations |
|---|---|---|---|
| Annual equity grant (Class A stock) | None (not PSU/option) | Outright stock grant; no performance‑based vesting | Director pay not tied to financial/ESG metrics; alignment via equity ownership |
| Options/PSUs | Not used for directors | N/A | No options or PSUs reported for directors |
Other Directorships & Interlocks
| Potential interlock | Current status | Assessment |
|---|---|---|
| EY (company’s independent auditor) vs. Akin’s prior EY employment | Former EY audit CPA (1976–1989); EY serves as Rush’s auditor | No current employment/financial relationship disclosed; independence affirmed; Audit Committee oversees auditor engagement |
| Public company boards | None | No external public board interlocks disclosed |
Expertise & Qualifications
- Accounting and finance; extensive financial reporting experience; Audit Committee Financial Expert designation .
- Leadership experience from decades in public‑company audit practice; strengthens oversight of internal controls and auditor independence .
Equity Ownership
| Metric | 2024 | 2025 | Notes |
|---|---|---|---|
| Beneficial ownership – Class A shares | 316,730 | 319,960 | <1% of Class A outstanding; no Class B holdings; % of total voting power not material (*) |
| Beneficial ownership – Class B shares | 0 | 0 | No Class B shares held |
| Director stock ownership guideline | 5× annual cash retainer | In compliance/on track as of 12/31/2024 | Applies to all nonemployee directors |
| Hedging/pledging policy | Hedging prohibited; pledging requires preapproval; none currently pledging | Strengthens alignment; reduces risk | |
| Deferred Compensation participation | Yes | Aggregate balance $1,460,881 (as of 12/31/2024) | Only nonemployee director currently participating |
(*) Represents less than 1% of the respective class or total voting power .
Governance Assessment
Positives:
- Strong board role and independence: Audit Chair; CHC member; designated Audit Committee Financial Expert; independent under Nasdaq .
- Engagement: Committees active in 2024; board/committee attendance ≥75%; regular executive sessions; robust oversight of auditor independence, cybersecurity, risk, and related‑party transactions .
- Ownership alignment: Equity grants in stock, compliance with director ownership guidelines, hedging prohibited and pledging restricted .
Potential watch items / RED FLAGS:
- Dual‑class capital structure exposes directors to adverse proxy advisor recommendations (ISS “withhold/against” for some/all directors; Glass Lewis “against” NGC chair), which can affect vote outcomes and investor confidence; while the company articulates business rationale, this remains a governance overhang .
- Concentration of auditor relationship oversight: Given prior EY background (decades ago), monitor continued strict adherence to auditor independence and Audit Committee controls; no related‑party transactions disclosed in 2024 .
Shareholder feedback signal:
- Say‑on‑pay received ~89% support at the 2023 meeting (next say‑on‑pay in 2026), indicating broad investor approval of compensation practices, a positive backdrop for board oversight .
Clawback and risk controls:
- Company‑wide clawback policy adopted and updated in 2023; stringent insider trading, hedging, and pledging controls; Audit Committee enforces related‑party transaction review and auditor independence .
Overall, Akin’s long audit tenure and committee leadership support board effectiveness and investor confidence; the dual‑class voting structure is the principal governance headwind to monitor .