Andra Rush
TEREXAbout Andra Rush
Andra M. Rush (age 64) is founder, chair and CEO of the Rush Group family of companies, including Dakkota Integrated Systems; she joined Terex’s Board in 2017 and brings deep supply chain and manufacturing operations experience. She is an independent director of TEX and currently serves on the Audit and Governance, Nominating & Corporate Responsibility (GNCR) committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rush Group (incl. Dakkota Integrated Systems) | Founder, Chair & CEO | Not disclosed | Large Native American woman‑owned manufacturing/assembly and supply chain company; expertise in complex assembly, sequencing, logistics |
| Rush Trucking Company | Founder, Chair & CEO | Until 2020 | Freight distribution/logistics leadership |
| Rush Supply Chain Management | Chair, CEO & Managing Member | Until 2020 | Supply chain management leadership |
| U.S. Manufacturing Council | Member (two terms) | Not disclosed | Advised Commerce Secretary on manufacturing policy/program impacts |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chrysler | Supplier Advisory Board Member | Not disclosed | Input on supplier issues and sourcing practices |
| General Motors | Supplier Advisory Board Member | Not disclosed | Input on supplier issues and sourcing practices |
| Other public company boards | None | — | TEX proxy lists 0 other public boards for Rush |
Board Governance
- Committee assignments: Audit Committee member; GNCR Committee member (not a chair) .
- Independence: Board determined all nominees other than the CEO are independent; Rush is independent .
- Attendance/engagement: Board met 9 times in 2024; all directors in office attended ≥75% of Board and applicable committee meetings. Board conducted site visits in Mexico and Northern Ireland in 2024, with full access to management and advisors .
- Election results (shareholder support): Rush received 57,095,976 “For” votes vs. 1,151,919 “Against” at the 2025 Annual Meeting; in 2024 she received 56,355,244 “For” vs. 1,406,267 “Against” .
Fixed Compensation
Program terms for outside directors:
| Component | 2024 Amount | 2025 Amount |
|---|---|---|
| Annual Board retainer (outside directors) | $240,000 | $270,000 |
| Non‑Executive Chairman retainer | $150,000 | $170,000 |
| Committee chair fee – Audit | $35,000 | $35,000 |
| Committee chair fee – CHC | $35,000 | $35,000 |
| Committee chair fee – GNCR | $25,000 | $25,000 |
| Committee member fee – Audit | $10,000 | $10,000 |
| Committee member fee – CHC | $10,000 | $10,000 |
| Committee member fee – GNCR | $10,000 | $10,000 |
Rush’s actual 2024 director compensation:
| Year | Fees Earned or Paid in Cash | Stock Awards | Total |
|---|---|---|---|
| 2024 | $260,000 | $0 | $260,000 |
Notes:
- Directors may elect cash or stock; equity retainer shares are valued at the prior day’s NYSE close; 40% cash paid to offset tax if shares are taken currently without deferral .
- Directors are expected to accumulate 3× the annual retainer in common stock (target: $720,000 in 2024; $810,000 in 2025) and invest at least half of the retainer in stock until the guideline is met .
Performance Compensation
| Metric | Application to Directors | Detail |
|---|---|---|
| Performance‑based pay | Not used for outside directors | Director pay is retainer‑based plus committee fees; no options/PSUs or meeting fees disclosed for outside directors |
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Current public company directorships | None (0) |
| Interlocks/related parties | None disclosed; Audit Committee reviews and must pre‑approve any related‑party transactions |
Expertise & Qualifications
- Supply chain/logistics and complex manufacturing/assembly leadership; business development/strategy experience; risk management; corporate governance perspective; female and Native American director contributing board diversity .
Equity Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| Shares beneficially owned (as of record date) | 19,778 | 21,983 |
| Percent of class | <1% (“*” per proxy) | <1% (“*” per proxy) |
| Shares outstanding (context) | 66,959,864 (as of 2/29/2024) | 66,212,138 (as of 2/28/2025) |
| Hedging/pledging policy | Company policy prohibits short sales, speculative options, purchasing on margin, or pledging by directors/team members | |
| Margin accounts (note) | Certain directors may maintain margin accounts; at March 1, 2025, no executive officer or director had a debt balance in such accounts |
Insider trades (Form 4):
| Date | Action | Shares | Price | Value | Post‑transaction holdings |
|---|---|---|---|---|---|
| 2025‑10‑31 | Purchase | 2,120 | $46.59 | $98,770 | 25,428 |
| 2025‑03‑04 | Form 4 filed (details in SEC record) | — | — | — | — |
Governance Assessment
- Board effectiveness: Rush’s supply chain/manufacturing depth aligns well with TEX’s industrial footprint; she serves on Audit (financial literacy required) and GNCR (ESG, ethics and compliance oversight), supporting robust risk oversight and governance .
- Independence/attendance: Independent status affirmed; Board/committee attendance standards met (≥75%), with active site visits indicating engagement; strong shareholder support in director elections in 2024 and 2025 .
- Ownership alignment: She increased beneficial ownership from 19,778 to 21,983 shares year‑over‑year, and made an open‑market purchase in Oct‑2025—both positive alignment signals; TEX’s anti‑hedging/pledging policy reinforces alignment and risk discipline .
- Director pay mix: Program permits cash or stock retainer. Rush’s 2024 compensation was fully in cash ($260,000), consistent with committee memberships (Audit and GNCR). Monitoring her progress versus 3× ownership guideline ($720k in 2024; $810k in 2025) is prudent for alignment; the policy requires investing at least half the retainer in stock until compliant .
- Conflicts/related‑party exposure: No related‑party transactions disclosed involving Rush; Audit Committee pre‑approves any such transactions; independence screening thresholds are detailed and comprehensive, mitigating conflict risk .
- Shareholder sentiment: Strong say‑on‑pay approvals (97% in 2024 per proxy discussion; 2025 advisory passed) and consistent election support reduce governance overhangs .
RED FLAGS (monitor): continued election of all‑cash retainer vs. equity retainer increases the importance of tracking compliance with director stock ownership guidelines; otherwise, no attendance, related‑party, hedging/pledging, or pay anomalies disclosed for Rush .