William Cary
RUSH ENTERPRISES INC \TX\About William H. Cary
Independent director of Rush Enterprises since January 2015; appointed Lead Independent Director in February 2025. Former President, Chief Operating Officer and director of GE Capital (2008–2015) and Senior Vice President of GE (2006–2015); joined GE in 1986 via the Financial Management Program. Age 65. Core credentials: commercial finance leadership, audit/financial oversight; designated by the Board as possessing Audit Committee Financial Expert attributes. Current public directorships: Ally Financial Inc. and Secureworks Corp.; former directorships include Synchrony Financial and BRP Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GE Capital (unit of GE) | President, COO and Director | Nov 2008–Jan 2015 | Led global financial services operations through post-crisis period; brings commercial finance and risk oversight perspective to RUSHA |
| General Electric (GE) | Senior Vice President | Nov 2006–Jan 2015 | Senior leadership roles across finance; joined GE in 1986 via Financial Management Program |
External Roles
| Organization | Role | Tenure/Status | Committees/Notes |
|---|---|---|---|
| Ally Financial Inc. | Director | Current | Not specified in RUSHA proxy |
| Secureworks Corp. | Director | Current | Not specified in RUSHA proxy |
| Synchrony Financial | Director | Former | Not specified in RUSHA proxy |
| BRP Inc. | Director | Former | Not specified in RUSHA proxy |
Board Governance
- Independence: Board has determined Mr. Cary is independent under NASDAQ standards .
- Lead Independent Director: Designated in Feb 2025; sets agenda and presides over executive sessions of non-employee directors (held frequently, at least twice per year) and serves as liaison between independent directors and management .
- Committee assignments (2024–2025):
- Compensation & Human Capital Committee (CHCC): Chair; met 5 times in 2024 .
- Audit Committee: Member; Board deems him financially literate and possessing Audit Committee Financial Expert attributes; met 4 times in 2024 .
- Nominating & Governance Committee: Not listed as a member .
- Attendance: Board met 9 times in 2024; each current director attended at least 75% of Board and committee meetings of which they were a member; all directors attended the 2024 Annual Meeting .
- Board size/structure: 9 directors; 7 of 9 independent; combined Chair/CEO structure offset by Lead Independent Director and regular executive sessions .
Fixed Compensation
| Component | 2024 Amount/Detail | 2023 Amount/Detail |
|---|---|---|
| Board annual retainer (cash) | $105,000 | $105,000 |
| CHCC Chair retainer (cash) | $5,000 | $5,000 |
| Equity grant structure | Non-employee directors receive annual Class A stock awards; Mr. Cary elected a mixed equity/cash alternative | Same structure; mixed election available |
| Mr. Cary equity election | 1,938 Class A shares (~$87,000 FV) + $58,000 cash in lieu of full share grant | 2,469 Class A shares (~$87,000 FV) + $58,000 cash (proportioned to then-share price) |
| Fees earned or paid in cash (reported) | $168,000 (includes retainers and cash-in-lieu) | Not individually tabled in 2023 section; 2023 structure supports similar mix |
| Stock awards (reported FV) | $86,997 | ~$87,000 (per election disclosure) |
| Total 2024 director compensation (reported) | $254,997 | — |
Notes:
- 2024 director compensation for Cary reflects a tilt toward cash via cash-in-lieu election and chair retainer; equity is outright stock (no options) .
- No separate meeting fees are disclosed; compensation delivered via retainers and annual equity .
Performance Compensation
- Non-employee director pay is not performance-conditioned; directors receive cash retainers and outright stock awards (Class A). RSUs are no longer granted to non-employee directors, and the Deferred Compensation Plan no longer permits RSU deferrals .
Other Directorships & Interlocks
| Company | Sector | Relationship to RUSHA | Interlock/Conflict Notes |
|---|---|---|---|
| Ally Financial Inc. | Financial Services | Not disclosed as a customer/supplier | No related-person transactions disclosed in 2024 |
| Secureworks Corp. | Cybersecurity | Not disclosed as a customer/supplier | No related-person transactions disclosed in 2024 |
| Synchrony Financial (former) | Financial Services | — | — |
| BRP Inc. (former) | Powersports | — | — |
- Related-party oversight and 2024 activity: Audit Committee reviews and approves all related-person transactions; none in 2024 .
Expertise & Qualifications
- Audit/Finance: Financially literate; possesses Audit Committee Financial Expert attributes per Board determination .
- Leadership & Strategy: Executive leadership and strategy experience recognized in Board skills matrix .
- Risk Management: Skills matrix indicates risk management capabilities .
- Other public boards: Active on two other public company boards, adding external perspective and governance experience .
Equity Ownership
| Holder | Class A Shares | % of Class A | Class B Shares | % of Class B | Total Voting Power % |
|---|---|---|---|---|---|
| William H. Cary | 29,811 | <1% | 0 | <1% | <1% |
Policies and alignment:
- Stock ownership guidelines: Non-officer directors expected to own shares equal to 5x annual cash retainer; each director then serving as of Dec 31, 2024 was in compliance or on track .
- Hedging/Pledging: Hedging prohibited; pledging requires GC pre-approval and is only expected in very limited circumstances; none of the executive officers or directors are currently pledging company stock .
Governance Assessment
-
Strengths
- Independent status with elevated leadership as Lead Independent Director enhances board oversight and investor engagement; presides over executive sessions and serves as liaison for independent directors .
- Deep finance and risk oversight background (GE Capital) and Audit Committee Financial Expert designation support robust audit and compensation governance as AC member and CHCC Chair .
- Solid attendance (≥75%) and active committee calendars (AC: 4; CHCC: 5; NGC: 4 meetings in 2024) indicate board/committee engagement .
- No related-person transactions in 2024; strict hedging/pledging policy; directors meeting or tracking toward ownership guidelines—positive alignment signals .
-
Watch items / potential red flags
- Dual-class capital structure draws potential adverse voting recommendations from proxy advisors (Glass Lewis/ISS) irrespective of individual director performance; while the company provides business rationale, this can impact some investors’ confidence and voting outcomes for board nominees (Cary is CHCC Chair, not NGC Chair, but ISS may withhold from some or all directors) .
- Multi-board service: While within RUSHA’s limit (≤4 public boards), continued monitoring advisable to ensure capacity given Lead Independent Director and CHCC Chair responsibilities .
-
Compensation mix signal
- Director compensation structure is conservative and largely fixed-fee with outright stock; Cary’s election to take a portion of equity value in cash-in-lieu increases cash mix but maintains equity exposure, aligning with ownership guidelines .