XML 19 R2.htm IDEA: XBRL DOCUMENT

Pay vs Performance Disclosure
Pure in Millions

12 Months Ended

Dec. 31, 2023

USD ($)

Dec. 31, 2022

USD ($)

Dec. 31, 2021

USD ($)

Dec. 31, 2020

USD ($)

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

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.”

														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

(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.”

(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:

PEO Total Compensation Amount

$ 10,684,103

$ 10,318,263

$ 8,468,391

$ 6,206,115

PEO Actually Paid Compensation Amount

$ 17,419,075

10,365,259

13,689,306

10,880,635

Adjustment To PEO Compensation, Footnote

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

(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.

(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:

Non-PEO NEO Average Total Compensation Amount

$ 3,174,927

2,342,196

1,988,353

1,533,642

Non-PEO NEO Average Compensation Actually Paid Amount

$ 5,041,178

2,351,199

3,392,607

2,305,166

Adjustment to Non-PEO NEO Compensation Footnote

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

(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.

(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.

(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.

(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.

Compensation Actually Paid vs. Total Shareholder Return

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:

Compensation Actually Paid vs. Net Income

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.

Income from Continuing Operations before Taxes (financial)

Net income (financial)

Evaluations of individual performance (non-financial)

Total Shareholder Return Amount

$ 277.63

193.6

182.77

126.22

Peer Group Total Shareholder Return Amount

221.32

146.3

138.72

121.33

Net Income (Loss)

$ 348,000,000

$ 391,800,000

$ 241,400,000

$ 114,900,000

Company Selected Measure Amount

462.1

509.3

313.6

151.7

Pay vs Performance Disclosure

Income from Continuing Operations before Taxes (financial)

Pay vs Performance Disclosure

Net income (financial)

Pay vs Performance Disclosure

Evaluations of individual performance (non-financial)

PEO Grant Date Fair Value of Equity Awards Granted During the Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ 4,508,700

$ 4,081,350

$ 3,415,300

$ 2,468,175

PEO Fair Value of Current Year Equity Awards at Year End [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

6,721,575

4,535,300

4,154,850

4,709,625

PEO Change in Value of Prior Years' Awards Unvested as of Year End [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

4,646,935

15,691

3,485,490

2,665,955

PEO Change in Value of Prior Years' Awards that Vested during the Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

124,838

422,645

995,875

232,885

PEO Total Adjustment to Equity Value Included in Compensation Actually Paid [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

11,243,672

4,128,346

8,636,215

7,142,695

NEO Grant Date Fair Value of Equity Awards Granted During the Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

1,340,968

1,051,330

887,894

640,461

NEO Fair Value of Current Year Equity Awards at Year End [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

1,995,947

1,166,379

1,080,702

1,233,561

NEO Change in Value of Prior Years' Awards Unvested as of Year End [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

1,243,340

1,785

941,408

482,066

NEO Change in Value of Prior Years' Awards that Vested during the Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

32,068

104,261

270,038

303,642

NEO Total Adjustment to Equity Value Included in Compensation Actually Paid [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ 3,207,219

$ 1,060,334

$ 2,292,148

$ 1,411,985