Troy Clarke
RUSH ENTERPRISES INC \TX\About Troy A. Clarke
Troy A. Clarke, age 69, has served as an independent director of Rush Enterprises (RUSHA) since October 2021. He is the former President, CEO and Chairman of Navistar International Corp., with deep commercial truck industry leadership experience that brings a manufacturer’s perspective to Rush’s board; the Board affirms his independence under NASDAQ standards . Board tenure is four years as of April 8, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Navistar International Corp. | President, CEO, Director | Apr 2013–Jul 2020 | Led turnaround and strategy at a major commercial truck OEM |
| Navistar International Corp. | Executive Chairman | Jul 2020–Jul 2021 | Board leadership post-CEO transition |
| Navistar International Corp. | Chairman of the Board | Feb 2017–Jul 2021 | Board oversight and governance |
| Navistar International Corp. | President & COO | Aug 2012–Apr 2013 | Operational leadership |
| Navistar International Corp. | President, Truck & Engine Group | Jun 2012–Aug 2012 | Segment leadership |
| Navistar, Inc. | President, Asia-Pacific Operations | 2011–2012 | International expansion |
| Navistar, Inc. | SVP, Strategic Initiatives | 2010–2011 | Corporate strategy |
External Roles
| Organization | Role | Current/Prior | Notes |
|---|---|---|---|
| Public company boards | None | Current | No current public board memberships; reduces interlock/conflict risk |
| Navistar International Corp. | Director | Prior | Former OEM board role (ended July 2021) |
Board Governance
- Independence: Clarke is one of seven independent directors; Board determined he meets NASDAQ independence criteria .
- Committees: Compensation & Human Capital Committee (member); Nominating & Governance Committee (member). Audit Committee membership is Akin (Chair), Cary, Guglielmo, Mendoza, Boerger; Clarke is not listed on Audit .
- Committee engagement: CHC met 5 times in 2024; NGC met 4 times in 2024, indicating regular involvement cadence .
- Attendance: The Board met 9 times in 2024; each current director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Leadership structure: CEO serves as Chair; William H. Cary designated Lead Independent Director in Feb 2025, leading executive sessions at least twice per year .
- Director stock ownership guidelines: Non-employee directors must hold 5x their annual cash retainer; as of Dec 31, 2024, all directors were in compliance or on track .
- Governance policies: Majority voting in uncontested elections; regular executive sessions; limits on outside public boards (≤4); clawback and insider trading policies in place .
- Contextual risk: Dual-class structure (Class B 1 vote/share; Class A 1/20 vote/share) draws negative recommendations from proxy advisors; NGC chair (Mendoza) targeted by Glass Lewis; relevant to committee dynamics that include Clarke as a member .
Fixed Compensation
| Year | Component | Amount | Notes |
|---|---|---|---|
| 2024 | Annual Director Retainer (cash) | $105,000 | Standard for nonemployee directors |
| 2024 | Committee Chair Fees | $0 | Not a chair; Audit Chair $20k; CHC/NGC Chairs $5k |
| 2024 | Meeting Fees | $0 | Not disclosed; structure centers on retainers |
| 2024 | Cash elected in lieu of stock | $0 | Clarke received full stock grant (no cash split elected) |
Performance Compensation
| Year | Award Type | Quantity/Value | Vesting/Performance Metrics |
|---|---|---|---|
| 2024 | Class A stock award (outright grant) | 3,230 shares; $144,995 fair value | Outright grant; no performance metrics disclosed |
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Current public boards | None |
| Prior public boards | Navistar International Corp. (ended 2021) |
| Interlocks/related parties | Company disclosed no related-person transactions in 2024; Audit Committee reviews any such transactions per policy |
| Outside board service limit | Directors limited to ≤4 public company boards |
Expertise & Qualifications
- Industry expertise: Extensive commercial truck OEM leadership; provides manufacturer perspective on innovations and industry dynamics critical to Rush’s strategy .
- Strategic leadership: Executive roles across operations, Asia-Pacific, strategic initiatives; valuable for NGC and CHC deliberations .
- Board matrix: Recognized for industry experience, executive leadership, strategy; tenure 4 years; independent .
Equity Ownership
| Holder | Class A Shares | % of Class A | Class B Shares | % of Class B | Total Voting Power |
|---|---|---|---|---|---|
| Troy A. Clarke | 13,507 | <1% | 0 | <1% | <1% |
Additional alignment signals:
- Hedging/pledging: Hedging prohibited; pledging requires preapproval under very limited circumstances; none of the directors or executive officers currently pledge company stock .
- Director ownership guidelines: 5x annual retainer; compliance/on-track status confirmed for all directors .
Governance Assessment
- Board effectiveness: Clarke’s OEM leadership background strengthens CHC and NGC oversight, particularly on human capital strategy and governance/sustainability matters; committee composition is fully independent .
- Independence and attendance: Independent status affirmed; minimum attendance threshold met; healthy cadence of executive sessions under Lead Independent Director governance .
- Compensation alignment: Director pay is balanced between cash retainer and equity; Clarke opted for full stock grant, enhancing alignment with shareholders; no director performance-based pay disclosed, limiting pay complexity and potential misaligned incentives .
- Conflicts/related-party exposure: No related-person transactions; no pledging; outside board service capped; Clarke has no current external public directorships—low interlock risk despite prior OEM affiliation .
- RED FLAGS to monitor:
- Dual-class voting: Structural governance risk flagged by proxy advisors; while not attributable to Clarke specifically, it affects NGC oversight and shareholder sentiment .
- Executive plan excise tax gross-ups: Legacy gross-up provisions remain for certain participants in the Executive Transition Plan, though prohibited for new participants post-2011; not a director pay issue, but a governance consideration for CHC .
Say-on-Pay & Shareholder Feedback (Context)
- Say-on-pay support: 2023 advisory vote received ~89% approval; next vote scheduled for 2026 (triennial cadence per 2023 vote) .
Notes on Committee Responsibilities (relevant to Clarke’s roles)
- CHC remit: Oversees director/executive compensation, equity plans, clawback policy, human capital strategy; retains independent consultant (CAP) and confirms advisor independence .
- NGC remit: Director nominations, board/committee composition, governance guidelines, sustainability oversight and annual ESG review; succession planning policies for CEO .
All citations: