rusha20250403_def14a.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

Rush Enterprises, Inc.

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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Notice of 2025 Annual

Meeting of Shareholders

and Proxy Statement

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Rush Enterprises, Inc.
555 IH-35 South, Suite 500
New Braunfels, Texas 78130

April 8, 2025

Dear Fellow Rush Shareholders:

You are invited to attend our 2025 Annual Meeting of Shareholders (the “Annual Meeting”), which will be held on Tuesday, May 20, 2025, at 10:00 a.m., local time, in the main conference room at Rush Enterprises, Inc.’s (the “Company”) executive offices, which are located at 555 IH-35 South, Suite 500, New Braunfels, Texas 78130.

Despite the persistent headwinds that that the industry faced in 2024 due to the ongoing freight recession, continued high interest rates and economic uncertainty, we delivered strong financial results, achieving revenues of $7.8 billion and net income of $304.2 million. Sales of new Class 8 trucks to our vocational and public sector customers helped offset the weak demand we experienced from our over-the-road customers, while our Class 4 through 7 commercial vehicle sales were solid across each of the customer segments we support and significantly outpaced the market. With respect to aftermarket products and services, the challenging industry conditions impacted our aftermarket sales in 2024, and our aftermarket revenues were down slightly year-over-year. However, thanks to the investments we made in our aftermarket strategic initiatives over the years, the efforts of our aftermarket sales force and our commitment to our “One-Team” sales strategy, we managed to grow our market share in 2024. We also were able to grow our network in 2024 by adding two Rush Truck Centers locations in Nebraska, two parts and mobile service locations in California and Texas and a new Custom Vehicle Solutions location in Arizona. We remain committed to expanding our network to better serve our customers, and to investing in our strategic initiatives aimed at growing market share and improving profitability.

At the Annual Meeting, we will ask you to: (a) elect our Board of Directors; and (b) ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2025. We will review the Company’s progress during the past year and discuss any other business matters properly brought before the Annual Meeting. The attached proxy statement explains our voting procedures, describes the business we will conduct and provides information about the Company that you should consider when you vote your shares.

Your vote is very important to us. Whether or not you plan to attend the Annual Meeting, we encourage you to vote promptly. Thank you for your ongoing support of the Company.

	Sincerely,

	W.M. “Rusty” Rush
	President, Chief Executive Officer and
	Chairman of the Board

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Rush Enterprises, Inc.

Notice of 2025 Annual Meeting of Shareholders

Date:	May 20, 2025

Time:	10:00 a.m., local time

Place:	Rush Enterprises, Inc.’s executive offices: 555 IH-35 South, Suite 500 New Braunfels, Texas 78130

Items of Business:	●	To elect nine directors from among the nominees described in this proxy statement;

	●	To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2025; and

	●	To transact such other business that may properly come before the Annual Meeting or any adjournment or postponement thereof.

Record Date:	March 27, 2025. Only shareholders of record at the close of business on the record date are entitled to receive notice of, and to vote at, the Annual Meeting.

Proxy Voting:	Please vote your shares at your earliest convenience. This will ensure the presence of a quorum at the Annual Meeting. Promptly voting your shares by either (i) following the instructions provided to you in that certain Notice of Internet Availability of Proxy Materials or (ii) if you receive paper copies of our proxy materials, signing, dating, and returning the enclosed proxy card, or otherwise by following the voting instructions enclosed therewith, will save the expenses and extra work of additional solicitation. Submitting your proxy now will not prevent you from voting your shares at the meeting, as your proxy is revocable at your option.

	By Order of the Board of Directors,

	Michael Goldstone
	Senior Vice President, General Counsel and
	Corporate Secretary
New Braunfels, Texas
April 8, 2025

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YOUR VOTE IS IMPORTANT!

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS

Important Notice Regarding Internet Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on May 20, 2025

The proxy materials for the Company’s Annual Meeting of Shareholders, including the 2024 Annual Report, the Proxy Statement and any other additional soliciting materials, are first being distributed or made available, as the case may be, beginning on or about April 8, 2025, and are available free of charge at http://materials.proxyvote.com.

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Proxy Summary		1
General Information Regarding the Annual Meeting		4
Proposals		9
Proposal 1: Election of Directors		9
Proposal 2: Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2025		15
Company Information		16
The Board’s Committees and Their Functions		16
Director Independence Determinations		18
Board Leadership Structure		19
Communications with Directors		19
Corporate Governance Documents		19
Nomination of Candidates for Director		20
Policies Affecting Members of the Board of Directors		21
Meetings of the Board of Directors		21
Board’s Role in Risk Oversight		21
Sustainability – Environmental, Social and Governance Matters		21
Risk-Related Compensation Policies and Practices		21
Executive Officers		23
Beneficial Ownership of the Company’s Securities		24
Compensation Discussion and Analysis		28
Executive Compensation		43
2024 Summary Compensation Table		43
2024 Grants of Plan-Based Awards Table		45
2024 Outstanding Equity Awards at Fiscal Year-End Table		46
2024 Option Exercises and Stock Vested Table		47
2024 Equity Compensation Plan Information		48
2024 Nonqualified Deferred Compensation	49
Severance and Change in Control Arrangements	50
2024 Potential Payments Upon Termination	54
CEO Pay Ratio	55
Delinquent Section 16(a) Reports	55
Pay Versus Performance	56
Compensation and Human Capital Committee Report	60
Director Compensation	60
2024 Annual Retainer	60
2024 Stock Awards	60
Deferred Compensation Plan	61
2024 Director Compensation Table	61
Audit Committee Report	62
The Company’s Independent Registered Public Accounting Firm	63
The Company’s Policy Regarding Hedging or Pledging of Company Stock	64
Certain Relationships and Related Transactions	64
Other Matters	65

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Proxy Summary

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.

Meeting Information and Proxy Mailing Date

Date and Time:	May 20, 2025 at 10:00 a.m. (local time)

Location:	Rush Enterprises, Inc.’s (the “Company”) executive offices: 555 IH-35 South, Suite 500 New Braunfels, Texas 78130

Record Date:	March 27, 2025

Mailing Date:	April 8, 2025

Voting Matters and Board Recommendations

Matter		Our Board’s Recommendation
Elect the nine director nominees (page 9)		FOR each director nominee
Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2025 (page 15)		FOR

Governance Highlights

Governance highlights include:

●	Annual election of all directors;

●	Majority vote standard in all uncontested director elections and all other shareholder proposals;

●	Seven out of nine directors are independent;

●	Lead Independent Director;

●	Clawback policy;

●	Insider trading policy;

●	Director resignation policy;

●	Regular executive sessions of nonemployee directors;

●	Three (3) active Board Committees comprised solely of independent directors;

●	Limitation on outside Board service; and

●	Meaningful director and executive stock ownership guidelines.

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Board Nominees

The following table provides summary information about each director nominee. Each director is elected annually. The Board of Directors adopted a majority voting standard for uncontested elections. In contested elections, director nominees will be elected based on a plurality standard that is determined by which nominees receive the highest number of votes cast.

Name	Age	Director Since	Occupation	Experience/ Qualification	Independent	AC	CHC	NGC
W.M. “Rusty” Rush	66	1996	Chairman, President and C.E.O., Rush Enterprises, Inc.	● Truck Industry ● Leadership
Thomas A. Akin	70	2004	Former Partner, ADKF, P.C.	● Accounting ● Finance ● Leadership	X	C	X
Raymond J. Chess	67	2014	Former Global Vehicle Line Executive, General Motors Co.	● Truck Industry ● Leadership	X		X	X
William H. Cary	65	2015	Former President, C.O.O. and director, GE Capital	● Finance ● Leadership	X	X	C
Dr. Kennon H. Guglielmo	58	2015	President and C.E.O. of Genisys Controls, LLC, parent company of EControls and FW Murphy Production Controls	● Technology ● Leadership	X	X		X
Elaine Mendoza	59	2019	President and C.E.O. of Conceptual MindWorks, Inc.	● Technology ● Leadership	X	X		C
Troy A. Clarke	69	2021	Former President, C.E.O. and Chairman of Navistar, Inc.	● Truck Industry ● Leadership	X		X	X
Amy Boerger	62	2023	Former Vice President and General Manager of Cummins Inc.	● Truck Industry ● Leadership	X	X	X
Michael J. McRoberts	66	2023	Senior Advisor and Director of Rush Enterprises, Inc.	● Truck Industry ● Leadership

SEC Form DEF 14A filed by Rush Enterprises Inc.