DEF 14A of Rush Enterprises Inc \tx\, Apr 9, 2024

DEF 14A of Rush Enterprises Inc \tx\

Filed Apr 9, 2024 · FY20230001437749-24-011513

Open on EDGAR

  1. Board Nominees

    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.

  2. Board Nominees

    | Name | Age | Director Since | Occupation | Experience/ Qualification | Independent | AC | CHC | NGC | | W.M. “Rusty” Rush | 65 | 1996 | Chairman, President and C.E.O., Rush Enterprises, Inc. | ● Truck Industry ● Leadership | | | | | | Thomas A. Akin | 69 | 2004 | Former Partner, ADKF, P.C. | ● Accounting ● Finance ● Leadership | X | C | X | | | Raymond J. Chess | 66 | 2014 | Former Global Vehicle Line Executive, General Motors Co. | ● Truck Industry ● Leadership | X | | X | X | | William H. Cary | 64 | 2015 | Former President, C.O.O. and director, GE Capital | ● Finance ● Leadership | X | X | C | | | Dr. Kennon H. Guglielmo | 57 | 2015 | President and C.E.O. of Genisys Controls, LLC, parent company of EControls and FW Murphy Production Controls | ● Technology ● Leadership | X | X | | C | | Elaine Mendoza | 58 | 2019 | President and C.E.O. of Conceptual MindWorks, Inc. | ● Technology ● Leadership | X | X | | X | | Troy A. Clarke | 68 | 2021 | Former President, C.E.O. and Chairman of Navistar, Inc. | ● Truck Industry ● Leadership | X | | X | X | | Amy Boerger(1) | 61 | 2023 | Former Vice President and General Manager of Cummins Inc. | ● Truck Industry ● Leadership | X | | | | | Michael J. McRoberts | 65 | 2023 | Chief Operating Officer and Director of Rush Enterprises, Inc. | ● Truck Industry ● Leadership | | | | |

  3. Board Nominees

    | AC | Audit Committee |

  4. Board Nominees

    | CHC | Compensation and Human Capital Committee |

  5. Board Nominees

    | NGC | Nominating and Governance Committee |

  6. Board Nominees

    | C | Chairman |

  7. Board Nominees

    | (1) Ms. Boerger, who was appointed to the Board of Directors in October 2023, will receive her committee assignments in May 2024, pending her election to the Board of Directors by the Company’s shareholders. |

  8. PROPOSALS

    PROPOSALS

  9. PROPOSALS

    | 1. | Election of Directors |

  10. PROPOSALS

    The Company’s Board of Directors currently consists of nine directors, one of whom serves as our Chairman, President and Chief Executive Officer, one of whom serves as our Chief Operating Officer and seven of whom the Board of Directors has determined to be independent in accordance with the listing standards of the NASDAQ® Global Select Market. Applying these independence standards, the Board of Directors has determined that Mses. Mendoza and Boerger and Messrs. Akin, Chess, Cary, Dr. Guglielmo and Clarke are all independent directors. After due consideration, the Board of Directors has determined that none of these directors has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and they all meet the criteria for independence under the listing standards of the NASDAQ® Global Select Market. The nine directors (constituting the entire Board of Directors) are to be elected at the Annual Meeting to serve for a one-year term and until their successors are elected and qualified or their earlier resignation or removal. All of the nominees named below are current directors of the Company, have consented to be named as director nominees in this proxy statement and have indicated their intent to serve as a director if elected. The names of the director nominees, along with their present positions, principal occupations, current directorships held with other public corporations, as well as directorships during the past five years, their ages and the year first elected as a director of the Company, are set forth below. Certain individual qualifications, experiences and skills of our directors that contribute to the Board’s effectiveness as a whole are also described below.

  11. PROPOSALS

    | W.M. “Rusty” Rush Chairman of the Board since May 2013; Chief Executive Officer of the Company since 2006; President of the Company since 1995; Chief Operating Officer of the Company from 2001 to 2006; and Vice President and Executive Vice President of the Company from 1990 until 1995. | Qualifications: W.M. “Rusty” Rush’s day-to-day leadership as chief executive officer of the Company, as well as his years of experience at the Company in a variety of functions with increasing responsibility, provides the Board with deep knowledge of the Company’s operations and industry and gives the Board unique insights into the Company’s challenges and opportunities, as well as its day-to-day operations and risks. Current Directorships: None Former Directorships: None Age: 65 Director Since: 1996 | | Thomas A. Akin Co-managing partner of ADKF, P.C. in San Antonio, Texas from 1991 through 2020 and currently providing consulting services. Certified Public Accountant in the audit department of EY from 1976 until 1989. Throughout his career, Mr. Akin has served as the client service executive responsible for the independent audit of companies registered with the SEC. | Qualifications: Mr. Akin’s extensive financial reporting expertise provides the Board with valuable insight into the Company’s financial reporting obligations and internal controls. Current Directorships: None Former Directorships: None Age: 69 Director Since: 2004 |

  12. PROPOSALS

    | Raymond J. Chess Former Global Vehicle Line Executive for General Motors Co. (“GM”), where he was responsible for global, cross-functional general management of the GM crossover market segment from 2009 to 2012; from 2001 to 2009, he was responsible for GM's commercial truck segment. Mr. Chess joined GM in 1980 and served in varying capacities, including Vehicle Line Executive, Vehicle Line Director, Chief Manufacturing Engineer, and General Superintendent for Manufacturing Engineering. | Qualifications: Mr. Chess’s extensive commercial truck experience provides the Board with a manufacturer’s perspective on various issues that are highly beneficial to the Company as it strives to maintain its position as the premier service provider to the commercial vehicle industry. In addition, through his position as the Chairman of the Board of Workhorse Group Inc., he also provides valuable insight with respect to EV commercial vehicle industry. Current Directorships: Chairman of the Board of Workhorse Group Inc. Former Directorships: None Age: 66 Director Since: January 2014 |

  13. PROPOSALS

    | William H. Cary President, Chief Operating Officer and a director of GE Capital, the financial services unit of General Electric Company (“GE”), from November 2008 until January 2015; he also served as a Senior Vice President of GE from November 2006 until January 2015; Mr. Cary joined GE in 1986 as a member of the Financial Management Program and served in a variety of financial positions around the world. | Qualifications: Mr. Cary’s extensive commercial finance experience and leadership experience as an executive officer and director of GE Capital and executive officer of GE provides the Board with valuable insight into many issues and opportunities facing the Company as it strives to maintain its position as the premier service provider to the commercial vehicle industry. Current Directorships: Ally Financial Inc.; Secureworks Corp. Former Directorships: Synchrony Financial; BRP Inc. Age: 64 Director Since: January 2015 |

  14. PROPOSALS

    | Dr. Kennon H. Guglielmo CEO of Genisys Controls, LLC (“Genisys”) since December 2016. Genisys is a privately held company that owns a number of diversified global technology companies, including EControls, which focuses on complete engine control systems and Li-Ion battery technology for the industrial, construction, agriculture, and commercial vehicle markets, amongst other industrial solutions. Dr. Guglielmo was a director of Helios Technologies (NASDAQ: HLIO), formerly known as Sun Hydraulics Corporation (NASDAQ: SNHY) from June 2019 to June 2021, and was also Global Co-Lead of Electronic Controls for Helios from December 2016 to March 2019. Prior to 2016, Dr. Guglielmo was Co-CEO and CTO of Genisys, and President of EControls, LLC. | Qualifications: Dr. Guglielmo’s technical expertise with respect to engine control systems and his entrepreneurial and business leadership experience provides the Board with valuable insight as the Company evaluates strategic opportunities to expand its portfolio of customer solutions. Current Directorships: None Former Directorships: Helios Technologies, Inc. Age: 57 Director Since: January 2015 | | Elaine Mendoza President and CEO of Conceptual MindWorks, Inc. (CMI), a leading informatics company that specializes in providing health-related software, bioinformatics, biotechnology, scientific, and technical solutions to the public and private sectors, which she founded in 1990. Ms. Mendoza served on the Board of Regents of the Texas A&M University System from 2011 to 2023 and as the Chairman from 2019-2021; she was a director of HCSC, the largest customer-owned health insurer in the United States, from 2015 until 2020, where she served as a member and chair of the Audit Committee and as a member of both the Finance Committee and the Governance and Nominations Committee. | Qualifications: Ms. Mendoza’s demonstrated entrepreneurial success and leadership acumen, in addition to her expertise with respect to technology systems and cybersecurity, provides the Board with valuable insight as the Company continues to evaluate and invest in both internal and customer-facing technology solutions in connection with its strategic initiatives. Current Directorships: Southwest Airlines Co. Former Directorships: None Age: 58 Director Since: October 2019 |

  15. PROPOSALS

    | Troy A. Clarke President, Chief Executive Officer and a member of the Board of Directors of Navistar International Corp. (“Navistar”) from April 2013 through July 2020; he served as Executive Chairman from July 2020 through July 2021. He was Chairman of the Board of Navistar from February 2017 through July 2021. Prior to his position as Chief Executive Officer and President, Mr. Clarke served as President and Chief Operating Officer of Navistar from August 2012 to April 2013, President of the Truck and Engine Group of Navistar from June 2012 to August 2012, President of Asia-Pacific Operations of Navistar, Inc. from 2011 to 2012 and as Senior Vice President of Strategic Initiatives from 2010 to 2011. | Qualifications: Mr. Clarke’s extensive commercial truck experience provides the Board with unique knowledge of a commercial truck manufacturer’s perspective on various issues impacting the industry, including the potential for innovations in transportation companies that may shape the future of our business, which is critical for the Board in assessing the Company’s strategic goals. Current Directorships: None. Former Directorships: Navistar, Inc. Age: 68 Director Since: October 2021 | | Amy Boerger Former Vice President and General Manager at Cummins Inc. from April 2015 through January 2023. In total, Ms. Boerger worked for Cummins for 39 years. During this time, much of her work was focused on the North American highway market, pioneering the advancements of the trucking industry through building relationships with stakeholders and contributing to Cummins’ Emissions Solutions business. Prior to serving as Cummins’ Vice President and General Manager, Ms. Boerger worked as a product engineer and account executive at Cummins. | Qualifications: Ms. Boerger’s demonstrated leadership and her deep experience and knowledge of the commercial vehicle industry, including existing and developing commercial vehicle power system technologies, is a valuable asset to the Board, particularly at this time of industry transition. In addition, her unique industry insights and experience interacting with multiple commercial vehicle OEMs, dealership groups and end-users across many industries is key to the Board. Current Directorships: Knight-Swift Transportation Holdings Inc. Former Directorships: None Age: 61 Director Since: October 2023 | | Michael J. McRoberts Chief Operating Officer of the Company since July 2016; Prior to his promotion, he served as Senior Vice President – Dealer Operations from March 2013 to July 2016. Mr. McRoberts joined the Company in 2011 and served as Regional Manager for Rush Truck Centers in California from 2011 to 2013. He served as the Vice President – General Manager and Chief Operating Officer for the Scully Companies, a regional full-service leasing and dedicated contract carriage organization, from 2006 until he joined the Company in 2011. Mr. McRoberts’s background also includes 13 years of experience with other commercial vehicle dealerships serving in various positions including Chief Financial Officer and President. | Qualifications: Mr. McRoberts’s unparalleled knowledge of the Company’s operations and strategic goals, coupled with significant prior experience with commercial vehicle dealerships and leasing and transport operations, provides the Board with a unique and valuable insight that will allow him to offer a valuable perspective with respect to guiding and growing the Company’s business in the future. Current Directorships: None Former Directorships: None Age: 65 Director Since: October 2023 |

  16. PROPOSALS

    The following matrix provides information regarding the members and nominees of our Board of Directors, including certain types of knowledge, skills, experiences and attributes possessed by one or more of our directors which our Board of Directors believes are relevant to our business. The matrix does not encompass all of the knowledge, skills, experiences or attributes of our directors, and the fact that a particular knowledge, skill, experience or attribute is not listed does not mean that a director does not possess it. In addition, the absence of a particular knowledge, skill, experience or attribute with respect to any of our directors does not mean the director in question is unable to contribute to the decision-making process in that area. The type and degree of knowledge, skill and experience listed below may vary among the members of the Board of Directors.

  17. PROPOSALS

    | As of April 9, 2024 | Thomas A. Akin | Amy Boerger | William H. Cary | Raymond J. Chess | Troy A. Clarke | Kennon H. Guglielmo | Michael J. McRoberts | Elaine Mendoza | W.M. "Rusty" Rush | | Knowledge, Skills and Experience | | | | | | | | | | | Industry Experience | | • | | • | • | • | • | | • | | Executive Leadership or Management | • | • | • | • | • | • | • | • | • | | Information Security/Cybersecurity | | | | | • | • | • | • | | | Financial or Audit | • | | • | | • | | • | • | • | | Innovation | | • | | • | • | • | • | • | • | | Marketing | | • | • | | | | • | | | | Risk Management | | | • | | | • | | • | • | | Institutional Knowledge | • | | | • | | | • | | • | | Strategy | | • | • | • | • | • | • | • | • | | HR or Training | | | • | | | | | | | | Other Public Boards | | • | • | • | | | | • | | | Tenure and Independence | | | | | | | | | | | Tenure (years) | 20 | 1 | 9 | 10 | 3 | 9 | 1 | 5 | 28 | | Independence | • | • | • | • | • | • | | • | | | Demographic Background | | | | | | | | | | | African American or Black | | | | | | | | | | | Alaskan Native or Native American | | | | | | | | | | | Asian | | | | | | | | | | | Hispanic or Latinx | | | | | | | | • | | | Native Hawaiian or Pacific Islander | | | | | | | | | | | White | • | • | • | • | • | • | • | | • | | LGBTQ+ | | | | | | | | | | | Did Not Disclose Demographic Background | | | | | | | | | | | Gender Identity | | | | | | | | | | | Male | • | | • | • | • | • | • | | • | | Female | | • | | | | | | • | | | Age | 69 | 61 | 64 | 66 | 68 | 57 | 65 | 58 | 65 |

  18. Compensation Objectives

    | ● | Provide a competitive compensation package that enables us to attract, motivate and retain talented executives who contribute to the success of our business; |

  19. Compensation Objectives

    | ● | Reward executives when we perform well financially, while not encouraging executives to take unnecessary risks that could threaten our long-term sustainability; and |

  20. Compensation-Setting Process

    | ● | Competitive pay information; |

  21. Compensation-Setting Process

    In general, the named executive officers’ compensation is impacted by individual performance, as noted above. However, the assessment of the named executive officers’ individual performance by the Compensation and Human Capital Committee and W.M. “Rusty” Rush is a subjective assessment of each officer's accomplishment and contribution to the Company and is not based upon quantitative performance measures. The Compensation and Human Capital Committee believes that individual performance evaluation using a qualitative approach, including a judgment of individual effort and achievement, in connection with the Company's overall performance measures, is the most effective assessment of performance for compensation purposes, provides appropriate behavioral incentives and is in the best interests of the Company and its shareholders. The Compensation and Human Capital Committee further believes its approach to evaluating each officer's individual performance and contribution to the Company provides a balanced relationship between pay-for-performance and appropriate risk management and fosters team cohesiveness. In approving 2023 executive compensation, the Compensation and Human Capital Committee reviewed tally sheets for each named executive officer that were prepared by management. The tally sheets set forth the base salary, cash performance bonus, total cash compensation, number of stock option awards, and number of restricted stock awards for each of our executive officers, including the named executive officers, for 2023. The Compensation and Human Capital Committee used the tally sheets as a reference point to ensure its members understood the individual pay levels of the named executive officers. In 2023, the Compensation and Human Capital Committee did not increase or decrease the named executive officers’ compensation as a result of its review of the tally sheets.

  22. Role of Compensation Consultant in Compensation Decisions

    Role of Compensation Consultant in Compensation Decisions Generally, the Compensation and Human Capital Committee engages a compensation consultant every two years to assess our executive compensation program. In 2023, the Compensation and Human Committee engaged Compensation Advisory Partners LLC (“CAP”), an independent compensation consultant, to:

  23. Role of Compensation Consultant in Compensation Decisions

    | ● | Assess the composition of our custom peer group; |

  24. Role of Compensation Consultant in Compensation Decisions

    | ● | Review the executive officers’ then individual pay components: base salary, total cash compensation (i.e., base salary plus cash performance bonus), equity incentive awards and total direct compensation (i.e., base salary, cash performance bonus and equity incentive awards); and |

  25. Role of Compensation Consultant in Compensation Decisions

    | ● | Assess the competitiveness of the executive officers’ current pay levels. |

  26. Role of Compensation Consultant in Compensation Decisions

    The Compensation and Human Capital Committee has established procedures that are intended to maintain CAP’s independence. These procedures include a direct reporting relationship of CAP to the Compensation and Human Capital Committee. With the consent of the Chairman of the Compensation and Human Capital Committee, CAP may contact our executive officers, including the named executive officers, for information necessary to fulfill its assignment and may make reports and presentations to and on behalf of the Compensation and Human Capital Committee that the named executive officers also receive. CAP was hired to serve as the Compensation and Human Capital Committee’s independent compensation consultant in 2018. CAP has never provided any services to the Company, nor received any payments from the Company, other than in its capacity as a consultant to the Compensation and Human Capital Committee. The Compensation and Human Capital Committee assessed whether the services provided by CAP in 2023 raised any conflicts of interest pursuant to the SEC rules and concluded that no such conflicts of interest existed.

  27. Peer Analysis

    Peer Analysis As indicated above, one of the factors that the Compensation and Human Capital Committee generally considers in setting the named executive officers’ compensation is competitive pay information. In June 2022, CAP derived certain competitive pay information from a custom peer group and certain survey data as further discussed below. The June 2022 peer group was composed of the following 18 companies:

  28. Peer Analysis

    There were no material changes to the composition of the peer group from 2022 to 2023. The above peer companies were approved by the Compensation and Human Capital Committee based upon an analysis of their annual revenues (roughly 0.2x to 2.5x our revenues), the fact that these companies are in similar industries, are subject to similar market conditions and compete for the same executive talent, based upon data compiled by CAP in June 2022. At the time of CAP’s evaluation, the Compensation and Human Capital Committee believed that the composition of the June 2022 peer group reflected an appropriate set of comparator companies for purposes of assessing the Company’s executive compensation program. CAP performed its executive compensation review in February 2023. CAP derived the February 2023 competitive pay information from surveying the most recent year of proxy data for each peer company and by analyzing executive compensation surveys from both proprietary sources and general industry executive compensation databases, including Mercer Executive Compensation, Towers Watson Compensation Data Bank and Economic Research Institute. As part of CAP’s February 2023 assessment, it developed market norms by evaluating the base salary, target bonus and three-year average of long-term incentive awards provided to the named executive officers of the Company’s peer group. To reduce the effects of outliers, CAP defined “market norms” to be between the 25th and 75th percentiles, with a focus on the median rather than the arithmetic average. With respect to our 2023 executive compensation program, the Compensation and Human Capital Committee made the following determinations using the competitive pay information derived by CAP:

  29. Peer Analysis

    | ● | Messrs. Rush’s, McRoberts’s, Anderson’s and Wilder’s 2023 total cash compensation (base salary and cash performance bonus) was above the 75th percentile, and Mr. Keller’s total cash compensation fell between the 50th and 75th percentiles of the competitive pay information derived by CAP; |

  30. Peer Analysis

    | ● | Mr. Anderson’s 2023 equity incentive awards were above the 75th percentile, and Messrs. Rush’s, McRoberts’s, Keller’s and Wilder’s 2023 equity incentive awards fell between the 50th and 75th percentiles of the competitive pay information derived by CAP; and |

  31. Peer Analysis

    | ● | Messrs. Rush’s, McRoberts’s, Anderson’s and Wilder’s 2023 total direct compensation (i.e. base salary, cash performance bonus and equity incentive awards) was above the 75th percentile, and Mr. Keller’s total direct compensation fell between the 50th and 75th percentiles of the competitive pay information derived by CAP. |

  32. Compensation Program Components

    | ● | Cash performance bonuses; |

  33. Compensation Program Components

    | ● | Equity incentive awards; and |

  34. Compensation Program Components

    We do not have a specific policy, practice or formula regarding the allocation of total compensation between: (a) base salary and equity incentive awards; (b) cash performance bonus and equity incentive awards; or (c) total cash compensation and equity incentive awards. Each of the named executive officers is a participant in our Executive Transition Plan. For a further description of the benefits afforded to the named executive officers under the Executive Transition Plan, please refer to the “Severance and Change in Control Arrangements” section set forth below. Base Salary We provide the named executive officers with a base level of monthly income for the expertise, skills, knowledge, and experience they offer to our management team. The Compensation and Human Capital Committee believes that competitive levels of base salary are necessary for the motivation and retention of the named executive officers. The named executive officers’ base salaries at the end of 2022 and 2023 were as follows:

  35. Compensation Program Components

    | Named Executive Officer | 2022 Cash Bonus | 2023 Cash Bonus | Percentage Change | | W.M. “Rusty” Rush | $4,050,000 | $3,928,500 | -3.0% | | Michael J. McRoberts | $905,000 | $2,078,000 | 129.4% | | Steven L. Keller | $730,000 | $709,000 | -3.0% | | Jason Wilder | $662,000 | $703,000 | 6.0% | | Scott Anderson | $735,000 | $1,713,000 | 132.7% |

  36. Compensation Program Components

    The 2023 cash performance bonuses were not based upon specific benchmark percentiles. Instead, the amount of the bonuses was based upon the Compensation and Human Capital Committee’s subjective judgment and discretion as to the overall competitiveness of the named executive officers’ total cash compensation. Nevertheless, these decisions were taken, as in the past, within the framework of the Compensation and Human Capital Committee’s overall objective of linking the named executive officer’s performance bonus to the increase or decrease in our income from continuing operations before taxes; provided, however, that with respect to the cash performance bonuses paid to Messrs. McRoberts, Anderson and Wilder, their bonuses were originally decreased by 3% like Messrs. Rush’s and Keller’s bonuses based on the decrease in our income from continuing operations before taxes, but then raised for the reasons set forth above. The following graph illustrates how the then named executive officers’ aggregate cash performance bonuses in 2019, 2020, 2021, 2022 and 2023 compared to our income from continuing operations before taxes for the respective fiscal years. Equity Incentive Awards The Compensation and Human Capital Committee annually grants equity incentive awards to key employees, including the named executive officers, to: (a) allow such employees to participate in our profitability and long-term growth; (b) maximize retention leverage; and (c) align such employees’ interests with those of our shareholders. Equity incentive awards are typically awarded on March 15th of each year, unless that date falls on a weekend. The Compensation and Human Capital Committee administers the 2007 Long-Term Incentive Plan, as amended and restated on May 16, 2023 (the “2007 LTIP”), which includes, without limitation, selecting award recipients, determining the type of awards to be granted, fixing the terms and conditions of awards, and interpreting the provisions of the 2007 LTIP. Beginning in 2008, the Compensation and Human Capital Committee annually granted a combination of restricted stock and stock options to our key employees, including the named executive officers. However, in 2011, the Compensation and Human Capital Committee began granting our key employees restricted stock unit (“RSU”) awards in lieu of restricted stock awards to provide them more flexible tax planning options, as further described below. In 2019, the Compensation and Human Capital Committee determined that it was in the Company’s best interest to revert back to restricted stock in lieu of RSUs. In 2023, the Compensation and Human Capital Committee subjectively allocated the total value of the equity incentive awards of Mr. Rush by allocating approximately 14% to stock options and approximately 86% to restricted stock, and of Mr. McRoberts by allocating approximately 10% to stock options and approximately 90% to restricted stock, and of and of Mr. Keller by allocating approximately 12% to stock options and approximately 88% to restricted stock, and of Mr. Anderson by allocating approximately 17% to stock options and approximately 83% to restricted stock, and of Mr. Wilder by allocating approximately 16% to stock options and approximately 84% to restricted stock. The Compensation and Human Capital Committee does not have a formal policy with respect to allocating the annual equity incentive awards between stock options and restricted stock. Under the terms of the 2007 LTIP, the Compensation and Human Capital Committee may grant equity incentive awards for shares of the Company’s Class A and Class B Common Stock. Each share of Class B Common Stock is entitled to one vote per share and each share of Class A Common Stock is entitled to 1/20th of one vote per share. In the past, the Company granted equity incentive awards for Class A Common Stock in lieu of Class B Common Stock. However, beginning in 2013, the Compensation and Human Capital Committee granted RSU awards covering Class B Common Stock, in lieu of Class A Common Stock, in order to help ensure select members of management maintain the requisite voting control of the Company’s capital stock as required by the Company’s dealership agreements with Peterbilt Motors Company, as further discussed in our public filings with the SEC. In 2019, the Compensation and Human Capital Committee reverted back to granting restricted stock covering Class B Common Stock rather than RSUs. The Compensation and Human Capital Committee retains discretion to continue to grant equity incentive awards for Class B Common Stock in the future. Equity incentive awards are granted at fair market value on the date of grant. “Fair market value” is internally defined as the closing market price on the grant date of the respective class of the Company’s Common Stock as quoted on the NASDAQ® Global Select Market. All equity incentive awards that have been granted to our directors and employees, including the named executive officers, have been reflected in the Company’s consolidated financial statements in accordance with the applicable accounting guidance contained in Accounting Standards Codification 718, Stock Compensation (“ASC 718”). Generally, stock options vest in one-third increments annually beginning on the third anniversary of the grant date and have a term of ten years. Restricted stock awards generally vest in one-third increments beginning on the first anniversary of the grant date. The vesting schedules of the equity incentive awards and term of stock options were strategically chosen to be competitive and enhance the Company’s retention efforts. In 2022 and 2023, the Compensation and Human Capital Committee approved the following stock options and restricted stock awards to the named executive officers:

  37. Compensation Program Components

    | Named Executive Officer | 2022 Class A Options (#) | 2022 Class B RSAs(#) | Aggregate Grant Date Fair Value of 2022 Equity Awards ($)(1) | 2023 Class A Options (#) | 2023 Class B RSAs (#) | Aggregate Grant Date Fair Value of 2023 Equity Awards ($)(1) | Percentage Change (%)(2) | | W.M. “Rusty” Rush | 52,500 | 105,000 | 4,081,350 | 52,500 | 105,000 | 4,508,700 | 10.5 | | Michael J. McRoberts | 15,000 | 37,500 | 1,415,600 | 15,000 | 45,000 | 1,843,650 | 30.2 | | Steven L. Keller | 15,000 | 25,500 | 1,016,400 | 15,000 | 33,000 | 1,399,290 | 37.7 | | Jason Wilder | 15,000 | 23,100 | 886,660 | 15,000 | 24,600 | 1,088,238 | 22.7 | | Scott Anderson | 15,000 | 20,100 | 836,760 | 15,000 | 23,100 | 1,032,693 | 23.4 |

  38. Compensation Program Components

    | (1) The amounts reflect the aggregate grant date fair value of the annual equity incentive awards granted in 2023 and 2022, as applicable, computed in accordance with ASC 718, except no assumptions for forfeitures were included. A discussion of the assumptions used in calculating the grant date fair value is set forth in Notes 2 and 11 of the Notes to Consolidated Financial Statements of our 2023 Annual Report on Form 10-K filed with the SEC on February 23, 2024. |

  39. Compensation Program Components

    | (2) Amounts reflect the percentage change in the aggregate grant date fair value of the equity awards in 2023, as compared to 2022. |

  40. Compensation Program Components

    | ● | The value of equity incentive awards granted in prior years; and |

  41. Compensation Program Components

    | ● | The competitive pay information derived by CAP. |

  42. Compensation Program Components

    The Compensation and Human Capital Committee kept the amount of stock options awarded to the named executive officers in 2023 the same as the amounts awarded in 2022, while the amount of restricted stock awarded to the named executive officers in 2023 varied depending on individual circumstances. Mr. Rush received the same amount of restricted stock in 2023 as he received in 2022, Messrs. McRoberts and Keller each received 7,500 more restricted stock shares in 2023 than they received in 2022, Mr. Anderson received 3,000 more restricted stock shares in 2023 than he received in 2022 and Mr. Wilder received 1,500 more restricted stock shares in 2023 than he received in 2022. While the amount of stock options awarded to the named executive officers in 2023 stayed the same and the amount of equity incentive awards granted to the named executive officers in 2023 varied as described above, the aggregate grant date fair values for Mr. Rush increased by 10% due to the increase in the Company’s Common Stock price and the aggregate grant date fair values for Messrs. McRoberts, Keller, Anderson and Wilder increased by approximately 30.2%, 37.7%, 23.4% and 22.7%, respectively, due to both and increase in the number of restricted stock shares awarded to each of them and the increase in the Company’s Common Stock price. The Compensation and Human Capital Committee’s decisions with respect to the amount of equity incentive awards to grant named executive officers in 2023 served the function of increasing the named executive officers’ total direct compensation to reflect the Company’s continued strong financial performance. The amount of the 2023 equity incentive awards was not based upon a formula-driven framework or specific benchmark percentiles, nor does the Compensation and Human Capital Committee have a specific policy, practice, or formula regarding the allocation of total direct compensation to equity awards. Instead, the amount of equity awards awarded were based upon the Compensation and Human Capital Committee’s subjective judgment and discretion as to: (a) the competitiveness of the named executive officers’ equity incentive awards and total direct compensation for 2023; and (b) appropriate levels of retention incentives. As discussed above, we typically grant equity incentive awards to our employees, including the named executive officers, on March 15th of each year. However, we may grant equity incentive awards at other times during the year for legitimate business purposes, including, without limitation, upon employment of new hires. The Compensation and Human Capital Committee does not have a formal policy on timing equity awards in connection with the release of material nonpublic information to affect the value of compensation. Notwithstanding the foregoing, in the event that material nonpublic information becomes known to the Compensation and Human Capital Committee prior to granting equity awards, the Compensation and Human Capital Committee will take such information under advisement and make an assessment in its business judgment after consultation with our executives and counsel whether to delay the grant of the equity awards in order to avoid any potential impropriety. The Board of Directors believes that executive officers should own and hold our Common Stock to further align their interests and actions with the interests of our shareholders. Therefore, the Board of Directors has adopted stock ownership guidelines for our executive officers. Pursuant to the guidelines, our Chief Executive Officer is expected to own and hold shares of our Common Stock equal to five times the value of his base salary and our other executive officers are expected to own and hold shares of our Common Stock equal to two times the value of each of their respective base salaries. Each current executive officer was given five years to comply with these stock ownership guidelines from the date they were first appointed an executive officer and any new executive officers will be given five years from the date they are first appointed as an executive officer to comply, while any executive officer who is promoted to Chief Executive Officer would have five years from the date of such promotion to comply. Until the stock ownership guideline is achieved, each executive officer is encouraged to retain at least 75% of net shares obtained through the Company’s stock incentive plans. “Net shares” are the number of shares realized from the exercise of stock options or the vesting of restricted stock awards, less the number of shares the executive officer sells or has withheld to cover any exercise price and tax withholding obligations. As of December 31, 2023, each of the named executive officers was in compliance with the above stock ownership guidelines. Employee Benefits and Other Perquisites General The named executive officers are eligible to participate in our flexible benefits plans that are generally available to all employees. Under these plans, employees are entitled to medical, dental, vision, short-term and long-term disability, life insurance and other similar benefits. Additionally, employees are entitled to vacation, sick leave and other paid holidays. The Compensation and Human Capital Committee believes that the Company’s commitment to provide these benefits recognizes that the health and well-being of its employees contribute directly to a productive and successful work life that enhances results for the Company and our shareholders. 401(k) Plan We maintain a 401(k) plan for all of our employees, including the named executive officers, as a source of retirement income. Each employee who has completed 30 days of continuous service is eligible to participate in the 401(k) plan in the following month. Employees may contribute from 1% to 50% of their total gross compensation, up to a maximum dollar amount established in accordance with Section 401(k) of the Internal Revenue Code (the “Code”). However, certain higher paid employees are limited to a maximum contribution of 15% of their total gross compensation. Our 401(k) matching policy currently provides that: (a) with respect to employees with less than five years of service, we contribute an amount equal to 20% of an employee’s contribution, up to 10% of such employee’s compensation; and (b) with respect to employees with more than five years of service, we contribute an amount equal to 40% of an employee’s contribution, up to 10% of such employee’s compensation. This 401(k) matching policy applies to all of our employees, including the named executive officers. As a result of the COVID-19 pandemic and the negative impact it has had on the Company’s business, our 401(k) matching policy was temporarily modified effective June 16, 2020 through March 15, 2021. The modification provided that for the first 10% of the employees’ contributions, the Company contributed an amount equal to 5% of the employees’ contributions for those employees with less than five years of service and an amount equal to 10% of the employees’ contributions for those employees with more than five years of service. For further information on the named executive officers’ participation in the 401(k) plan, please refer to the 2023 Summary Compensation Table contained in this proxy statement. Deferred Compensation Plan Beginning with compensation earned in 2011, certain highly compensated employees, which included the named executive officers and the directors of the Company, were eligible to participate in the Deferred Compensation Plan. Under the Deferred Compensation Plan, participants may elect to defer payment of a portion of their annual compensation. Payment of amounts deferred under the Deferred Compensation Plan is made upon the occurrence of specified payment events. For further discussion of the Deferred Compensation Plan, see the “2023 Nonqualified Deferred Compensation” table below. Employee Stock Purchase Plan

  43. Compensation Program Components

    | ● | Long-term disability insurance; and |

  44. 2023 Summary Compensation Table

    2023 Summary Compensation Table

  45. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | W.M. “Rusty” Rush, | 2023 | 1,711,608 | 3,928,500 | 3,888,150 | 620,550 | − | 535,295(6) | 10,684,103 | | President and Chief | 2022 | 1,673,944 | 4,050,000 | 3,493,000 | 588,350 | − | 512,969 | 10,318,263 | | Executive Officer | 2021 | 1,510,554 | 3,080,000 | 2,898,350 | 516,950 | − | 462,537 | 8,468,391 | | Michael J. McRoberts, | 2023 | 611,248 | 2,078,000 | 1,666,350 | 177,300 | − | 22,227(7) | 4,555,125 | | Chief Operating Officer | 2022 | 597,798 | 905,000 | 1,247,500 | 168,100 | − | 34,031 | 2,952,429 | | and Director | 2021 | 568,277 | 696,080 | 1,025,570 | 147,700 | − | 27,067 | 2,464,694 | | Steven L. Keller, | 2023 | 518,800 | 709,000 | 1,221,990 | 177,300 | − | 26,894(8) | 2,653,984 | | Chief Financial Officer and | 2022 | 507,384 | 730,000 | 848,300 | 168,100 | − | 21,521 | 2,275,305 | | Treasurer | 2021 | 482,328 | 539,616 | 668,850 | 147,700 | − | 20,062 | 1,858,556 | | Jason Wilder, | 2023 | 428,606 | 703,000 | 910,938 | 177,300 | − | 27,711(9) | 2,247,555 | | Senior Vice President – | 2022 | − | − | − | − | − | − | − | | Navistar Dealerships | 2021 | − | − | − | − | − | − | − | | Scott Anderson, | 2023 | 466,966 | 1,713,000 | 855,393 | 177,300 | − | 30,354(10) | 3,243,013 | | Former Senior Vice President – | 2022 | 456,720 | 735,000 | 668,660 | 168,100 | − | 21,887 | 2,050,367 | | Finance, Insurance and Leasing | 2021 | 434,166 | 570,000 | 597,506 | 147,700 | − | 19,893 | 1,769,265 |

  46. 2023 Summary Compensation Table

    | (1) For Messrs. Rush, McRoberts, Keller, Anderson and Wilder: (a) the 2023 amounts reflect the cash performance bonuses paid in 2024, which were based upon 2023 performance; (b) the 2022 amounts reflect the cash performance bonuses paid in 2023, which were based upon 2022 performance; and (c) the 2021 amounts reflect the cash performance bonuses paid in 2022, which were based upon 2021 performance. |

  47. 2023 Summary Compensation Table

    | (2) For 2023, these amounts reflect the aggregate grant date fair value of the Class B restricted stock granted in 2023, computed in accordance with ASC 718, except no assumptions for forfeitures were included. For 2022, the amounts reflect the aggregate grant date fair value of the Class B restricted stock granted in 2022, computed in accordance with ASC 718, except no assumptions for forfeitures were included. For 2021, the amounts reflect the aggregate grant date fair value of the Class B restricted stock granted in 2021, computed in accordance with ASC 718, except no assumptions for forfeitures were included. The assumptions used in the valuation of the Class B restricted stock awards are discussed in Notes 2 and 11 of the Notes to Consolidated Financial Statements of our 2023 Annual Report on Form 10-K, filed with the SEC on February 23, 2024. The grant date fair value of the Class B restricted stock awards is based on the closing market price of the Class B Common Stock on the grant date as quoted on the NASDAQ® Global Select Market. All Class B restricted stock awards were granted under the 2007 LTIP. |

  48. 2023 Summary Compensation Table

    | (3) These amounts reflect the aggregate grant date fair value of the Class A stock options granted in the respective year, computed in accordance with ASC 718, except no assumptions for forfeitures were included. The assumptions used in the valuation of the Class A stock options are discussed in Notes 2 and 11 of the Notes to Consolidated Financial Statements of our 2023 Annual Report on Form 10-K, filed with the SEC on February 23, 2024. All stock options were granted under the 2007 LTIP. |

  49. 2023 Summary Compensation Table

    | (4) There were no above-market or preferential earnings on deferred compensation under the Deferred Compensation Plan. |

  50. 2023 Summary Compensation Table

    | (5) The value of perquisites and other personal benefits reported in a named executive officer’s Form W-2 may not necessarily reflect the value reported in this column due to applicable Internal Revenue Service guidelines. The incremental cost of personal use of Company-owned aircraft by a named executive officer is calculated based upon the Company’s direct operating cost. This methodology calculates the incremental costs based on the average weighted cost of fuel, aircraft maintenance, landing fees, trip-related hangar and parking costs, and similar variable costs. Because the aircraft is used primarily for business travel, the methodology excludes fixed costs that do not change based on usage, such as pilots’ and other employees’ salaries, purchase cost of the aircraft and non-trip related hangar expenses. On certain occasions, an executive’s spouse or other family members may accompany the executive on a flight. No additional direct operating cost is incurred in such situations under the foregoing methodology. The incremental cost of personal use of the Company’s ranch by a named executive officer is calculated based upon an estimated nightly room and board charge of $120.00 per person for the named executive officer and his guests, if any, and the costs assigned to any game killed by the named executive officer or his guests. The value of all other perquisites is based upon the Company’s actual costs. The Company did not reimburse its named executive officers for income taxes imputed to them for receipt of the above perquisites and other benefits. The amounts in this column also reflect a $1,000 holiday bonus that was paid to all of the Company’s employees that were employed on October 15, 2023 and still employed on December 15, 2023. |

  51. 2023 Summary Compensation Table

    | (6) This amount reflects: (a) the cost of long-term disability insurance premiums paid by the Company on behalf of W.M. “Rusty” Rush totaling $2,958; (b) the incremental cost of personal use of a Company-owned automobile totaling $31,316; (c) automobile insurance totaling $6,475; (d) the cost of an annual physical totaling $6,313; (e) the incremental cost of personal use of the Company’s ranch totaling $112,750; (f) the incremental cost of personal use of the Company-owned aircraft totaling $360,683; (g) a cell phone allowance totaling $1,800; and (h) matching contributions to the Company’s 401(k) plan totaling $12,000. Additionally, W.M. “Rusty” Rush received reserved parking at the Company’s offices for which the Company did not incur any incremental cost and, therefore, no value is attributed for this perquisite in the table. The incremental cost of personal use of a Company-owned automobile is equal to the depreciation amount recognized by the Company for the vehicle used by W.M. “Rusty” Rush in 2023. |

  52. 2023 Summary Compensation Table

    | (7) This amount reflects: (a) the cost of long-term disability insurance premiums paid by the Company on behalf of Mr. McRoberts totaling $3,280; (b) an automobile allowance totaling $6,000; (c) a cell phone allowance totaling $1,800; and (d) matching contributions to the Company’s 401(k) plan totaling $10,147. Mr. McRoberts also received reserved parking at the Company’s offices for which the Company did not incur any incremental cost and, therefore, no value is attributed for this perquisite in the table. |

  53. 2023 Summary Compensation Table

    | (8) This amount reflects: (a) the cost of long-term disability insurance premiums paid by the Company on behalf of Mr. Keller totaling $2,468; (b) an automobile allowance totaling $6,000; (c) a cell phone allowance totaling $1,800; (d) the cost of an annual physical totaling $3,626; and (e) matching contributions to the Company’s 401(k) plan totaling $12,000. Mr. Keller also received reserved parking at the Company’s offices for which the Company did not incur any incremental cost and, therefore, no value is attributed for this perquisite in the table. |

  54. 2023 Summary Compensation Table

    | (9) This amount reflects: (a) the cost of long-term disability insurance premiums paid by the Company on behalf of Mr. Wilder totaling $2,462; (b) an automobile allowance totaling $6,000; (c) a cell phone allowance totaling $720; (d) the cost of an annual physical totaling $8,529; and (e) matching contributions to the Company’s 401(k) plan totaling $9,000. Mr. Wilder also received reserved parking at the Company’s offices for which the Company did not incur any incremental cost and, therefore, no value is attributed for this perquisite in the table. |

  55. 2023 Summary Compensation Table

    | (10) This amount reflects: (a) the cost of long-term disability insurance premiums paid by the Company on behalf of Mr. Anderson totaling $2,851; (b) an automobile allowance totaling $6,000; (c) a cell phone allowance totaling $1,800; (d) the cost of an annual physical totaling $6,703; and (e) matching contributions to the Company’s 401(k) plan totaling $12,000. Mr. Anderson also received reserved parking at the Company’s offices for which the Company did not incur any incremental cost and, therefore, no value is attributed for this perquisite in the table. |

  56. 2023 Grants of Plan-Based Awards Table

    2023 Grants of Plan-Based Awards Table

  57. 2023 Grants of Plan-Based Awards Table

    | Name | Grant Date(1) | Date of Compensation and Human Capital Committee Action(1) | Stock Awards: Number of Shares of Stock or Units (#)(2) | All Other Option Awards: Number of Securities Underlying Options (#)(2) | Exercise or Base Price of Option Awards ($/Sh)(3) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | W.M. “Rusty” Rush | 3/15/2023 | 3/1/2023 | 105,000 | | | 3,888,150 | | | 3/15/2023 | 3/1/2023 | | 52,500 | 35.04 | 620,550 | | Michael J. McRoberts | 3/15/2023 | 3/1/2023 | 45,000 | | | 1,666,350 | | | 3/15/2023 | 3/1/2023 | | 15,000 | 35.04 | 177,300 | | Steven L. Keller | 3/15/2023 | 3/1/2023 | 33,000 | | | 1,221,990 | | | 3/15/2023 | 3/1/2023 | | 15,000 | 35.04 | 177,300 | | Jason Wilder | 3/15/2023 | 3/1/2023 | 24,600 | | | 910,938 | | | 3/15/2023 | 3/1/2023 | | 15,000 | 35.04 | 177,300 | | Scott Anderson | 3/15/2023 | 3/1/2023 | 23,100 | | | 855,393 | | | 3/15/2023 | 3/1/2023 | | 15,000 | 35.04 | 177,300 |

  58. 2023 Grants of Plan-Based Awards Table

    | (1) The “Grant Date” is the effective date of the respective equity awards and the “Date of Compensation and Human Capital Committee Action” is the date that the Compensation and Human Capital Committee approved the effective grant date and number of securities underlying the equity awards reported in the table. |

  59. 2023 Grants of Plan-Based Awards Table

    | (2) The amounts reflect the annual Class B restricted stock and Class A stock options, as applicable, that were granted to the named executive officers under the 2007 LTIP in 2023. The stock options vest in one-third increments annually, beginning on the third anniversary of the grant date and have a term of ten years. The restricted stock awards vest in one-third increments beginning on the first anniversary of the grant date. |

  60. 2023 Grants of Plan-Based Awards Table

    | (3) The exercise price of each Class A stock option is equal to the closing market price on the grant date of the Company’s Class A Common Stock as quoted on the NASDAQ® Global Select Market. |

  61. 2023 Grants of Plan-Based Awards Table

    | (4) The amounts reflect the aggregate grant date fair value of the Class B restricted stock and Class A stock options, as applicable, that were granted in 2023, computed in accordance with ASC 718 (except no assumptions for forfeitures were included). The assumptions used in the valuation of the Class B restricted stock awards and Class A stock options are discussed in Notes 2 and 11 of the Notes to Consolidated Financial Statements of our 2023 Annual Report on Form 10-K, filed with the SEC on February 23, 2024. The grant date fair value of the Class B restricted stock awards is based on the closing market price of the Class B Common Stock on the grant date as quoted on the NASDAQ® Global Select Market. |

  62. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    2023 Outstanding Equity Awards at Fiscal Year-End Table

  63. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | | Option Awards | | | | | | | Stock Awards | | | | | Number of Securities Underlying Unexercised Options(#) | | Number of Securities Underlying Unexercised Options(#) | | | | Number of Shares of Stock That Have Not Vested (#) | Market Value of Shares of Stock That Have Not Vested ($)(2) | | | | Exercisable | | Unexercisable | | | | | | | Name | Grant Date(1) | Class A Stock Options | Class B Stock Options | Class A Stock Options | Class B Stock Options | Option Exercise Price($) | Option Expiration Date | | | | W.M. “Rusty” Rush | 3/13/2015 | 78,750 | | | | 12.04 | 3/13/2025 | | | | | 3/15/2016 | 78,750 | | | | 7.84 | 3/15/2026 | | | | | 3/15/2017 | 78,750 | | | | 15.06 | 3/15/2027 | | | | | 3/15/2018 | 78,750 | | | | 19.10 | 3/15/2028 | | | | | 3/15/2019 | 52,500 | | 26,250 | | 18.28 | 3/15/2029 | | | | | 3/13/2020 | 26,250 | | 52,500 | | 14.85 | 3/13/2030 | | | | | 3/15/2021 | | | 52,500 | | 32.98 | 3/15/2031 | | | | | 3/15/2021 | | | | | | | 32,500 | 1,721,850 | | | 3/15/2022 | | | 52,500 | | 35.36 | 3/15/2032 | | | | | 3/15/2022 | | | | | | | 69,999 | 3,708,547 | | | 3/15/2023 | | | 52,500 | | 35.04 | 3/15/2033 | | | | | 3/15/2023 | | | | | | | 105,000 | 5,562,900 | | Michael J. McRoberts | 3/13/2015 | 10,500 | | | | 12.04 | 3/13/2025 | | | | | 3/15/2016 | 12,000 | | | | 7.84 | 3/15/2026 | | | | | 3/15/2017 | 22,500 | | | | 15.06 | 3/15/2027 | | | | | 3/15/2018 | 22,500 | | | | 19.10 | 3/15/2028 | | | | | 3/15/2019 | 15,000 | | 7,500 | | 18.28 | 3/15/2029 | | | | | 3/13/2020 | 7,500 | | 15,000 | | 14.85 | 3/13/2030 | | | | | 3/15/2021 | | | 15,000 | | 32.98 | 3/15/2031 | | | | | 3/15/2021 | | | | | | | 11,500 | 609,270 | | | 3/15/2022 | | | 15,000 | | 35.36 | 3/15/2032 | | | | | 3/15/2022 | | | | | | | 24,999 | 1,324,447 | | | 3/15/2023 | | | 15,000 | | 35.04 | 3/15/2033 | | | | | 3/15/2023 | | | | | | | 45,000 | 2,384,100 | | Steven L. Keller | 3/13/2015 | 29,250 | | | | 12.04 | 3/13/2025 | | | | | 3/15/2016 | 29,250 | | | | 7.84 | 3/15/2026 | | | | | 3/15/2017 | 22,500 | | | | 15.06 | 3/15/2026 | | | | | 3/15/2018 | 22,500 | | | | 19.10 | 3/15/2028 | | | | | 3/15/2019 | 15,000007 | | 7,500 | | 18.28 | 3/15/2029 | | | | | 3/13/2020 | 7,500 | | 15,000 | | 14.85 | 3/13/2030 | | | | | 3/15/2021 | | | 15,000 | | 32.98 | 3/15/2031 | | | | | 3/15/2021 | | | | | | | 7,500 | 397,350 | | | 3/15/2022 | | | 15,000 | | 35.36 | 3/15/2032 | | | | | 3/15/2022 | | | | | | | 16,999 | 900,607 | | | 3/15/2023 | | | 15,000 | | 35.04 | 3/15/2033 | | | | | 3/15/2023 | | | | | | | 33,000 | 1,748,340 | | Jason Wilder | 3/15/2019 | | | 5,250 | | 18.28 | 3/15/2029 | | | | | 3/13/2020 | | | 12,000 | | 14.85 | 3/13/2030 | | | | | 3/15/2021 | | | 13,500 | | 32.98 | 3/15/2031 | | | | | 3/15/2021 | | | | | | | 5,500 | 291,390 | | | 3/15/2022 | | | 15,000 | | 35.36 | 3/15/2032 | | | | | 3/15/2022 | | | | | | | 14,400 | 762,912 | | | 3/15/2023 | | | 15,000 | | 35.04 | 3/15/2033 | | | | | 3/15/2023 | | | | | | | 24,600 | 1,303,308 | | Scott Anderson | 3/15/2018 | 7,498 | | | | 19.10 | 3/15/2028 | | | | | 3/15/2019 | 7,500 | | 7,500 | | 18.28 | 3/15/2029 | | | | | 3/13/2020 | 7,500 | | 15,000 | | 14.85 | 3/13/2030 | | | | | 3/15/2021 | | | 15,000 | | 32.98 | 3/15/2031 | | | | | 3/15/2021 | | | | | | | 6,700 | 354,966 | | | 3/15/2022 | | | 15,000 | | 35.36 | 3/15/2032 | | | | | 3/15/2022 | | | | | | | 13,399 | 709,879 | | | 3/15/2023 | | | 15,000 | | 35.04 | 3/15/2033 | | | | | 3/15/2023 | | | | | | | 23,100 | 1,223,838 |

  64. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (1) For a better understanding of the table, an additional column showing the grant date of the equity awards has been included. All stock options vest in one-third increments annually beginning on the third anniversary of the grant date and have a term of ten years. All restricted stock awards vest in one-third increments annually beginning on the first anniversary of the grant date. |

  65. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (2) The market value of the Class B restricted stock awards is determined using the closing market price of $52.98 per share as quoted on the NASDAQ® Global Select Market for our Class B Common Stock on December 29, 2023. The amounts reflected are not necessarily indicative of the amounts that may be realized by our named executive officers. |

  66. 2023 Option Exercises and Stock Vested Table

    2023 Option Exercises and Stock Vested Table The following table sets forth information regarding the number and value of stock options exercised restricted stock awards that vested during 2023 for our named executive officers:

  67. 2023 Option Exercises and Stock Vested Table

    | | Option Awards | | | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | | Value Realized on Exercise(1) ($) | | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2) ($) | | | Class A Common Stock | Class B Common Stock | Class A Common Stock | Class B Common Stock | | | | W.M. “Rusty” Rush | 101,250 | − | 2,742,493 | − | 116,250 | 4,288,550 | | Michael J. McRoberts | 13,500 | − | 424,131 | − | 41,250 | 1,521,760 | | Steven L. Keller | 27,000 | − | 725,449 | − | 27,251 | 1,005,352 | | Jason Wilder | 16,498 | − | 424,909 | − | 19,449 | 717,966 | | Scott Anderson | 22,496 | − | 507,971 | − | 23,450 | 864,996 |

  68. 2023 Option Exercises and Stock Vested Table

    | (1) The value realized on the exercise of stock options is equal to the number of shares acquired multiplied by the difference between the exercise price and the market price of our respective class of Common Stock. The market price is equal to the sale price of our Class A Common Stock and Class B Common Stock, as applicable, on the date of exercise. |

  69. 2023 Option Exercises and Stock Vested Table

    | (2) The value realized on the vesting of the Class B restricted stock awards is equal to the number of shares of stock covered by the applicable award that vested multiplied by the closing sale price of our Class B Common Stock, as applicable, as quoted on the NASDAQ® Global Select Market on the applicable vesting date. |

  70. 2023 Nonqualified Deferred Compensation

    2023 Nonqualified Deferred Compensation The following table provides additional information about the 2023 contributions, earnings and account balances of the named executive officers under the Deferred Compensation Plan:

  71. 2023 Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year-End ($)(3) | | W.M. “Rusty” Rush | − | − | 4,859,592 | − | 16,625,150 | | Michael J. McRoberts | 263,590 | − | 274,417 | − | 1,701,525 | | Steven L. Keller | − | − | 81,333 | (58,760) | 829,345 | | Jason Wilder | − | − | − | − | − | | Scott Anderson | 367,500 | − | 1,627,420 | − | 6,639,269 |

  72. 2023 Nonqualified Deferred Compensation

    | (1) The amounts in this column reflect the aggregate amount of: (a) base salary; (b) cash performance bonus; and (c) income not deferred under the Company’s 401(k) plan due to limitations under the Code. The following amounts of executive contributions have been reported in the 2023 Summary Compensation Table. |

  73. 2023 Nonqualified Deferred Compensation

    | Named Executive Officer | | | W.M. “Rusty” Rush | $− | | Michael J. McRoberts | $263,590 | | Steven L. Keller | $− | | Jason Wilder | $− | | Scott Anderson | $367,500 |

  74. 2023 Nonqualified Deferred Compensation

    | (2) The amounts reflected in this column represent the net amounts credited to the Deferred Compensation Plan accounts of the respective named executive officer as a result of the performance of the investment vehicles in which their accounts were deemed invested, as more fully described in the narrative disclosure below. These amounts do not represent above-market earnings, and thus are not reported in the 2023 Summary Compensation Table. |

  75. 2023 Nonqualified Deferred Compensation

    | (3) The amounts reflected in this column include the value of vested RSUs on December 31, 2023. The following amounts of the aggregated balance were previously reported in the Summary Compensation Table covering fiscal years 2021 and 2022 for the current named executive officers. |

  76. 2023 Nonqualified Deferred Compensation

    | Named Executive Officer | | | W.M. “Rusty” Rush | $100,000 | | Michael J. McRoberts | $435,294 | | Steven L. Keller | $308,367 | | Jason Wilder | $− | | Scott Anderson | $466,720 |

  77. 2023 Nonqualified Deferred Compensation

    Certain highly compensated employees, which include the named executive officers and the directors of the Company, are eligible to participate in the Deferred Compensation Plan. Under the Deferred Compensation Plan, participants may elect to defer payment of a portion of their annual compensation (including, as applicable, salary and cash bonuses granted by the Company under the Company’s 2007 LTIP and director fees), subject to any satisfaction of other withholding requirements and any limitations set by the Company. All salary and cash bonuses deferred under the Deferred Compensation Plan by a participant are fully and immediately vested. The Deferred Compensation Plan is designed to allow participants an opportunity to defer income they are not able to defer under the Company’s 401(k) plan because of certain limitations under the Code that apply to 401(k) plans. In May 2021, the Company amended and restated the Deferred Compensation Plan in order to, among other things: (a) remove the ability to defer restricted stock units into the Deferred Compensation Plan; (b) eliminate the dividend repurchase feature; (c) remove the survivor benefit for plan participants or contributions going forward; and (d) remove the “Matching Contribution” and “Company Contribution” features. The Company never made any employer contributions to the accounts of Deferred Compensation Plan. The Company does not provide a guaranteed rate of return on amounts deferred under the Deferred Compensation Plan. The amount of earnings credited to a participant’s account depends on the investment elections selected by the participant. The Deferred Compensation Plan offers on a notional basis similar investment choices as the Company’s 401(k) plan. Participants can make changes to their investment elections at any time, subject to any limitations set by the plan’s administrator. Participants receive distributions in either lump sums or installments upon death, disability, separation from service, or at a preselected date, all subject to the election and distribution provisions of the Deferred Compensation Plan. Participants may receive a distribution at an earlier date under specific circumstances, such as the occurrence of an unforeseeable emergency. Each participant is an unsecured creditor of the Company with respect to payment of the participant’s accounts under the Deferred Compensation Plan. Shares of the Company’s Common Stock included in the Deferred Compensation Plan are voted by the Company in accordance with the Company’s Board of Directors’ voting recommendations on each matter that is subject to a vote of the Company’s shareholders. Subject to certain limitations, the Company reserves the right to amend or terminate the Deferred Compensation Plan.

  78. 2023 Potential Payments Upon Termination(1)

    2023 Potential Payments Upon Termination(1)

  79. 2023 Potential Payments Upon Termination(1)

    | Name | Benefit | Involuntary Termination Absent a Change in Control ($) | Involuntary Termination Upon a Change in Control ($) | Death/ Disability ($) | | W.M. “Rusty” Rush | Cash payments | 7,184,709(3) | 7,184,709(3) | − | | | Acceleration of equity awards | − | 16,189,747 | 16,189,747(4) | | | Continuation of life and health insurance | 111,404(5) | 111,404(5) | | | | 280G Gross-Up (2) | − | − | − | | Total | | 7,296,113 | 23,485,860 | 16,189,747 | | Michael J. McRoberts | Cash payments | 1,663,698(6) | 5,405,396(7) | − | | | Acceleration of equity awards | − | 5,802,517(4) | 5,802,517(4) | | | Continuation of life and health insurance | 7,845(8) | 15,690(9) | − | | | 280G Gross-Up (2) | − | − | − | | Total | | 1,671,543 | 11,223,603 | 5,802,517 | | Steven L. Keller | Cash payments | 884,670(6) | 2,520,340(7) | − | | | Acceleration of equity awards | − | 4,530,997(4) | 4,530,997(4) | | | Continuation of life and health insurance | 24,012(8) | 48,025(9) | − | | | 280G Gross-Up (2) | − | − | − | | Total | | 908,682 | 7,099,362 | 4,530,997 | | Jason Wilder | Cash payments | 790,400(6) | 2,283,800(7) | − | | | Acceleration of equity awards | − | 3,637,935(4) | 3,637,935(4) | | | Continuation of life and health insurance | 27,851(8) | 55,702(9) | − | | | 280G Gross-Up (2) | − | − | − | | Total | | 818,251 | 5,977,437 | 3,637,935 | | Scott Anderson | Cash payments | 1,333,772(6) | 4,380,544(7) | − | | | Acceleration of equity awards | − | 3,773,383(4) | 3,773,383(4) | | | Continuation of life and health insurance | 22,182(8) | 44,364(9) | − | | | 280G Gross-Up (2) | − | 2,917,590 | − | | Total | | 1,355,954 | 11,115,881 | 3,773,383 |

  80. 2023 Potential Payments Upon Termination(1)

    | (1) Amounts reflected in the table were calculated assuming a December 29, 2023, termination date, which was the last business day of the 2023 fiscal year. Each of the named executive officers listed in the above table is entitled to receive amounts earned during the term of his employment regardless of the manner in which he is terminated, including termination for Cause. These amounts include base salary, unused vacation pay and other benefits such named executive officer may be entitled to receive under applicable employee benefit plans, and are not reflected in the table. The table reflects only the additional compensation and benefits (collectively, “Additional Compensation”) the listed named executive officers are estimated to receive upon termination. The listed named executive officers are not entitled to any Additional Compensation in the event they are terminated for Cause. The actual amounts to be paid to an officer can only be determined at the time of his actual termination. | | The term “Involuntary Termination” has the same meaning in this table as it does in the Transition Plan, which is set forth above. |

  81. 2023 Potential Payments Upon Termination(1)

    | (2) The Section 280G excise tax gross-up payment on an actual termination may differ based on factors such as timing of employment termination and payments, methodology for valuing stock options, future stock option exercises, changes in compensation, and reasonable compensation analyses the Company is required to make. In 2011, the Compensation and Human Capital Committee adopted a policy prohibiting the Company from entering into any future change in control arrangements with executive officers that provide for excise tax gross-up payments, unless such arrangement is approved by shareholders. Pursuant to the policy, any participant who entered the Transition Plan after March 3, 2011, is not entitled to any excise tax gross-up payments. Consequently, Michael J. McRoberts and Jason Wilder are not entitled to any Section 280G excise tax gross-up payment. |

  82. 2023 Potential Payments Upon Termination(1)

    | (3) The amount reflects the sum of (a) two times the respective named executive officer’s current rate of base salary, plus (b) the average annual cash bonus received in the three previous calendar years. |

  83. 2023 Potential Payments Upon Termination(1)

    | (4) The amount reflects the value of accelerating the respective officer’s unvested equity awards upon termination, death or disability. This value is based upon the closing sale price of the Company’s Class A Common Stock and Class B Common Stock, as quoted on the NASDAQ® Global Select Market on December 29, 2023, of $50.30 and $52.98, respectively. |

  84. 2023 Potential Payments Upon Termination(1)

    | (5) The amount reflects the Company’s estimated cost to continue life and health insurance benefits up to 48 months. These estimated costs were based upon the Company’s actual costs in providing the benefits in 2023. |

  85. 2023 Potential Payments Upon Termination(1)

    | (6) The amount reflects the sum of (a) the respective named executive officer’s current rate of base salary, plus (b) one-half times his annual cash bonus received for the 2023 calendar year. |

  86. 2023 Potential Payments Upon Termination(1)

    | (7) The amount reflects the sum of (a) two times the respective named executive officer’s current rate of base salary, plus (b) two times his highest annual cash bonus received in any of the previous five years. |

  87. 2023 Potential Payments Upon Termination(1)

    | (8) The amount reflects the Company’s estimated cost to continue life and health insurance benefits up to 12 months. These estimated costs were based upon the Company’s actual costs in providing the benefits in 2023. |

  88. 2023 Potential Payments Upon Termination(1)

    | (9) The amount reflects the Company’s estimated cost to continue life and health insurance benefits up to 24 months. These estimated costs were based upon the Company’s actual costs in providing the benefits in 2023. |

  89. CEO Pay Ratio

    CEO Pay Ratio For the 2023 fiscal year, the ratio of the annual total compensation of W.M. “Rusty” Rush, our Chief Executive Officer (“CEO Compensation”), to the median of the annual total compensation of all of our employees other than our Chief Executive Officer (“Median Annual Compensation”) was approximately 156 to 1. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K using the data and assumptions summarized below. In this summary, we refer to the employee who received such Median Annual Compensation as the “Median Employee.” For purposes of this disclosure, the date used to identify the Median Employee was the close of business on December 31, 2023 (the “Determination Date”). We did not use the same Median Employee in our calculation of the pay ratio for the 2023 fiscal year as we did in the calculation of the pay ratio for our 2022 fiscal year because we determined that it was appropriate to identify a new Median Employee due to an increase in our employee population during 2023. CEO Compensation for purposes of this disclosure represents the total compensation reported for Mr. Rush under the “Summary Compensation Table” for the 2023 fiscal year. For purposes of this disclosure, Median Annual Compensation was $68,363, and was calculated by totaling for our Median Employee all applicable elements of compensation for the 2023 fiscal year in accordance with Item 402(c)(2)(x) of Regulation S-K. To identify the Median Employee, we first determined our employee population as of the Determination Date. We had a total of 8,332 employees, representing all full-time, part-time, seasonal and temporary employees of the Company and our consolidated subsidiaries as of the Determination Date and excluding employees who did not receive compensation during 2023 due to family, medical, military or company leave. This number includes employees of RTC Canada and the compensation for such employees was expressed in USD by converting CAD to USD at the applicable exchange rate on December 31, 2023. This number does not include any independent contractors or “leased” workers, as permitted by the applicable SEC rules. We then measured compensation for the period beginning on January 1, 2023, and ending on December 31, 2023, for these employees. This compensation measurement was calculated by totaling, for each employee, gross taxable earnings, as reflected on all payroll earnings statements issued during 2023, but excluding any allowances for items that were considered business expense reimbursements, such as automobile or mobile phone allowances, and any other Company-related expenses that were reimbursed during 2023. A portion of our employee workforce (full-time and part-time) worked for less than the full fiscal year due to commencing employment after the beginning of the fiscal year. In determining the Median Employee, we annualized the compensation for such individuals. Once the Median Employee was identified, the Median Annual Compensation for such employee was calculated in accordance with Item 402(c)(2)(x) of Regulation S-K.

  90. Pay Versus Performance

    Pay Versus Performance Pay Versus Performance Table As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid to our named executive officers and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation – Compensation Discussion and Analysis.”

  91. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On | | | | | Fiscal Year | Summary Compensation Table Total PEO | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for Non-PEO NEO's | Average Compensation Actually Paid to Non- PEO NEO's | Total Shareholder Return | Peer Group Total Shareholder Return | Net Income | Income from Continuing Operations before Tax | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $10,684,103 | $17,419,075 | $3,174,927 | $5,041,178 | $277.63 | $221.32 | $348.00 | $462.10 | | 2022 | $10,318,263 | $10,365,259 | $2,342,196 | $2,351,199 | $193.60 | $146.30 | $391.80 | $509.30 | | 2021 | $8,468,391 | $13,689,306 | $1,988,353 | $3,392,607 | $182.77 | $138.72 | $241.40 | $313.60 | | 2020 | $6,206,115 | $10,880,635 | $1,533,642 | $2,305,166 | $126.22 | $121.33 | $114.90 | $151.70 |

  92. Pay Versus Performance

    | (1) The dollar amounts reflected in the columns labeled “(b)” are the amounts of total compensation reported for W.M. “Rusty” Rush for each corresponding year in the “Total” column of the applicable “Summary Compensation Table.” |

  93. Pay Versus Performance

    | (2) The dollar amounts reported in the columns labeled “(c)” represent the amount of “compensation actually paid” (as computed in accordance with Item 402(v) of Regulation S-K and referred to as “CAP”) to W.M. “Rusty” Rush. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Rush during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Rush’s total compensation for each year (as reported in the “Total” column of the applicable “Summary Compensation Table”) to determine his CAP: |

  94. Pay Versus Performance

    | Fiscal Year | Grant Date Fair Value of Equity Awards Granted During the Year | Fair Value of Current Year Equity Awards at Year End | Change in Value of Prior Years' Awards Unvested as of Year End | Change in Value of Prior Years' Awards that Vested during the Year | Total Adjustment to Equity Value Included in Compensation Actually Paid | | 2023 | $(4,508,700) | $6,721,575 | $4,646,935 | $(124,838) | $11,243,672 | | 2022 | $(4,081,350) | $4,535,300 | $15,691 | $(422,645) | $4,128,346 | | 2021 | $(3,415,300) | $4,154,850 | $3,485,490 | $995,875 | $8,636,215 | | 2020 | $(2,468,175) | $4,709,625 | $2,665,955 | $(232,885) | $7,142,695 |

  95. Pay Versus Performance

    | (3) The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (“NEOs”) as a group (excluding any person who served as our principal executive officer, or “PEO”) in the “Total” column of the applicable “Summary Compensation Table.” The names of each of the non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Michael J. McRoberts, Steven L. Keller, Scott Anderson and Jason Wilder; (ii) for 2022, Michael J. McRoberts, Steven L. Keller, Jody Pollard and Scott Anderson; (iii) for 2021, Michael J. McRoberts, Steven L. Keller, Derrek Weaver and Scott Anderson; and (iv) for 2020, Michael J. McRoberts, Steven L. Keller, Derrek Weaver and James E. Thor. |

  96. Pay Versus Performance

    | (4) The dollar amounts reported in column (e) represent the average CAP for the non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation (as reported in the “Total” column of the applicable “Summary Compensation Table”) for the non-PEO NEOs as a group for each year to determine the average CAP for such group: |

  97. Pay Versus Performance

    | Fiscal Year | Grant Date Fair Value of Equity Awards Granted During the Year | Fair Value of Current Year Equity Awards at Year End | Change in Value of Prior Years' Awards Unvested as of Year End | Change in Value of Prior Years' Awards that Vested during the Year | Total Adjustment to Equity Value Included in Compensation Actually Paid | | 2023 | $(1,340,968) | $1,995,947 | $1,243,340 | $(32,068) | $3,207,219 | | 2022 | $(1,051,330) | $1,166,379 | $(1,785) | $(104,261) | $1,060,334 | | 2021 | $(887,894) | $1,080,702 | $941,408 | $270,038 | $2,292,148 | | 2020 | $(640,461) | $1,233,561 | $482,066 | $(303,642) | $1,411,985 |

  98. Pay Versus Performance

    | (5) The dollar amounts reported in column (f) show the cumulative total shareholder return (“TSR”) with respect to our Class A Common Stock is calculated in accordance with the requirements of Item 402(v) of Regulation S-K assuming $100 was invested at the closing price per share on December 31, 2019. |

  99. Pay Versus Performance

    | (6) The dollar amounts reported in column (g) show the peer group cumulative TSR, as calculated in accordance with the requirements of Item 402(v) of Regulation S-K assuming a $100 investment at the closing price per share of each peer group member on December 31, 2019, with each peer group member’s TSR weighted based on its stock market capitalization at the close of trading on December 31, 2019. The peer group represented above is the peer group that we use in our Annual Report on Form 10-K for purposes of Item 201(e) of Regulation S-K. |

  100. Pay Versus Performance

    | (7) The dollar amounts reported in column (h) represent the amount of net income reflected in the Company’s audited consolidated financial statements for the applicable year. |

  101. Pay Versus Performance

    | (8) As described in greater detail in “Compensation Discussion and Analysis,” in making compensation decisions the Compensation and Human Capital Committee engages in a subjective assessment of the NEO’s accomplishment and contribution to the Company and does not award compensation (the amount, vesting or payment of which) that is expressly tied to pre-established financial performance measures. The Compensation and Human Capital Committee historically has reviewed and considered the Company’s income from continuing operations before taxes as part of its subjective assessment of each NEO’s performance and, in particular, as a factor in determining annual discretionary cash bonuses payable to each NEO. |

  102. Pay Versus Performance

    Analysis of the Information Presented in the Pay Versus Performance Table As described in greater detail in in “Compensation Discussion and Analysis,” the Compensation and Human Capital Committee’s goal with respect to executive compensation is to: (a) provide a competitive compensation package that enables us to attract, motivate and retain talented executives; (b) reward executives when we perform well financially, while not encouraging them to take unnecessary risks that could threaten our long-term sustainability; and (c) align executives’ interests with those of our shareholders. In the furtherance of this goal, the Compensation and Human Capital Committee does not use quantitative performance measures in determining executive compensation. The Compensation and Human Capital Committee believes that basing individual performance on quantitative performance measures increases the possibility that individuals will take inappropriate risks to achieve such performance goals without appropriate consideration of the best interests of the Company and our shareholders. The Compensation and Human Capital Committee believes its approach to evaluating individual performance and contribution to the Company provides a balanced relationship between pay-for-performance and appropriate risk management, and fosters team cohesiveness. The charts below show the relationship between the CAP of our PEO and the average CAP of our non-PEO NEOs and our TSR and net income for each of the covered years: Table of Performance Measures The following table presents the performance measures that Compensation and Human Capital Committee considers to have been the most important in its executive compensation program linking pay to performance in 2023.

  103. Pay Versus Performance

    | Income from Continuing Operations before Taxes (financial) | | Net income (financial) | | Evaluations of individual performance (non-financial) |

  104. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Board of Directors, upon the recommendation of the Compensation and Human Capital Committee, approves annual compensation for nonemployee directors. In approving nonemployee director compensation, the Compensation and Human Capital Committee considers the amount of time that directors spend in fulfilling their duties to the Company, as well as the skill level required of Board members. The Company’s executive officers do not make recommendations regarding the compensation of Mses. Mendoza and Boerger and Messrs. Akin, Chess, Cary, Dr. Guglielmo and Clarke. The Company’s 2023 nonemployee director compensation structure, described in more detail below, consisted of (a) cash compensation in the form of annual retainer(s) and (b) equity compensation in the form of stock awards of the Company’s Class A Common Stock.

  105. 2023 Director Compensation Table

    2023 Director Compensation Table

  106. 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ( $)(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) | All other Compensation ($) | Total ($) | | W.M. “Rusty” Rush(4) | − | − | − | − | − | | Michael McRoberts(4) | − | − | − | − | − | | Thomas Akin | 125,000 | 144,993 | − | − | 269,993 | | Raymond J. Chess | 163,000 | 86,974 | − | − | 249,974 | | Williams H. Cary | 168,000 | 86,974 | − | − | 254,974 | | Dr. Kennon H. Guglielmo | 105,000 | 144,993 | − | − | 249,993 | | Elaine Mendoza | 105,000 | 144,993 | − | − | 249,993 | | Troy A. Clarke | 153,500 | 101,453 | − | − | 254,953 | | Amy Boerger | 67,000 | 57,999 | − | − | 124,999 |

  107. 2023 Director Compensation Table

    | (1) This amount reflects the annual retainer and additional retainers for directors who chair a Board committee (collectively, “Director Fees”) and any cash received in exchange for fractional shares relating to the nonemployee director’s annual stock award. Nonemployee directors may defer all or a part of their Director Fees under the Deferred Compensation Plan. |

  108. 2023 Director Compensation Table

    | (2) These amounts reflect the aggregate grant date fair value of the Class A stock awards granted in 2023 computed in accordance with ASC 718, except no assumptions for forfeitures were included. The grant date fair value of the Class A stock awards is based on the closing market price of the Class A Common Stock on the grant date as quoted on the NASDAQ® Global Select Market. |

  109. 2023 Director Compensation Table

    | (3) There were no above-market or preferential earnings on deferred compensation under the Company's Deferred Compensation Plan. Mr. Akin and Mr. Chess are the only nonemployee directors who have participated in the Deferred Compensation Plan since its inception in 2011. |

  110. 2023 Director Compensation Table

    | (4) Only nonemployee directors are eligible to receive compensation for their service as a director of the Company. Accordingly, W.M. “Rusty” Rush, the Company’s Chairman of the Board, President and Chief Executive Officer and Michael J. McRoberts, the Company’s Chief Operating Officer, are not entitled to any director compensation. See the 2023 Summary Compensation Table for a discussion of Messrs. Rush’s and McRoberts’s 2023 compensation. |