Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On March 3, 2023, the Company's Compensation and Governance Committee ("Committee") took the following actions:

•Established the base salaries of David J. Schulte, Chairman and Chief Executive Officer, Robert L. Waldron, President and Chief Financial Officer, and John Grier, Chief Operating Officer, at $450,000, $396,000 and $360,000, respectively. These salaries represent a 10% reduction in salary from previous salaries of $500,000, $440,000 and $400,000, respectively. The dollar amount of the reduction in salary was added to the long-term incentive award in an effort to reduce cash expenses in 2023.

•Granted annual cash incentive awards under the Company's 2023 annual cash incentive program to Messrs. Schulte, Waldron and Grier with payout at target performance of $325,000, $220,000 and $80,000, respectively. The Committee established performance metrics of transportation revenue and total expense, each as defined in the program, and additionally an environmental, health and safety metric and an individual contribution metric. The Committee has discretion to adjust the results of each metric as it determines to be appropriate.

•Granted long-term cash incentive compensation awards to Messrs. Schulte, Waldron and Grier in the amount of $475,000, $352,000 and $160,000, respectively. The awards will vest in three equal annual increments beginning in March 2024. These awards include an amount equal to the reduction in salary of $50,000, $44,000 and $40,000, respectively,




Item 9.01   Financial Statements and Exhibits.


     (d)       EXHIBITS.

 Exhibit No.   Description
     104       Cover Page Interactive Data File (embedded within the Inline XBRL
               document).

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