NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS
3200 Industrial Park Rd, Van Buren, Arkansas 72956
To Our Stockholders:
We are pleased to invite you | DATE & TIME |
to join us for our 2022 Annual | Wednesday, May 18, 2022, |
Meeting of Stockholders. | at 9:00 a.m., CDT |
At the meeting, you will be asked to vote on the following proposals.
LOCATION RECORD DATE
7240 North Interstate 35E Waxahachie, TX 75165
March 25, 2022
Items of Business:
Board Recommendation
Page
1 2 3 4
Election of two (2) Class III directors for a term of office expiring at the 2025 Annual Meeting.
FOR each director
nominee
Advisory approval of the Company's executive compensation.
FOR
7 51
Ratification of the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for 2022.
FOR
53
Approval of the Third Amendment to the Incentive Plan.
FOR
54
The Company's Proxy Statement is submitted herewith. The approximate date on which the Company's Proxy Statement and the accompanying proxy are first being mailed to stockholders is April 11, 2022. The Annual Report for the year ended December 31, 2021, is being mailed to stockholders contemporaneously with the mailing of this Notice and Proxy Statement. Except to the extent it is incorporated by specific reference, the enclosed copy of our 2021 Annual Report is not incorporated into this Proxy Statement and is not deemed to be a part of the proxy solicitation material.
We have elected to provide access to our proxy materials both by:
• sending you this full set of proxy materials, including a proxy card; and
• notifying you of the availability of our proxy materials on the Internet.
This Notice of Meeting, Proxy Statement and our Annual Report to Stockholders for the fiscal year ended December 31, 2021, are available online and may be accessed athttp://www.cstproxy.com/usa-truck/2022. We encourage you to access and review all of the important information contained in the proxy materials before voting.
YOUR VOTE IS IMPORTANT.
To ensure your representation at the annual meeting, you are requested to promptly date, sign and return the accompanying proxy in the enclosed envelope. Returning your proxy now will not interfere with your right to attend the annual meeting or to vote your shares personally at the annual meeting, if you wish to do so. The prompt return of your proxy may save us additional expenses of solicitation.
Internet
If you choose to vote using the Internet, please refer to the specific instructions on the proxy card.
If you wish to vote using the proxy card, complete, sign and date your proxy card and return it to us before the meeting.
Owners who hold their shares in street name will need to obtain a voting instruction form from the institution that holds their stock and must follow the voting instructions given by that institution.
By order of the Board of Directors /s/ Charles Lane
Secretary
[THIS PAGE INTENTIONALLY LEFT BLANK]
3200 INDUSTRIAL PARK ROAD VAN BUREN, ARKANSAS 72956
MESSAGE FROM OUR CEO
To My Fellow Stockholders,
2021 was the best year of results in the history of USA Truck. By almost any measure - revenues, load count, profits, or returns - we have continued to make progress as we strive each day to become better performers and a better investment.
Those who have followed our story know that these results are the culmination of years of intentional management, a clear strategy, and focused execution that we outlined to investors in 2017.
The world has changed since we first outlined our plan. 2021 marked the second year of the worldwide pandemic and brought clarity to a new reality for "2021 was
managers everywhere: the labor environment has completely and permanently changed.
Company associates now expect to work remotely, they have many opportunities for other employment, and geography is no longer a limiting factor in finding a job. And the good news for us is that culture has been central to our reformation, flexibility has been a hallmark of our experience, and we have shown that we manage best and learn the most when managing through crisis. Our results suggest that we were prepared for this.
the best year of results in the history of USA Truck..."
Our theme in 2021 was "One Team in '21" and it could not have been more apropos. It was the year that we deepened customer relationships, refined and improved our network, considered more fully our long-term strategy, and saw the benefits of regionalization take even deeper hold.
The full review of our strategy led to three clear paths forward with a goal toward surpassing $1B in annual revenue with industry competitive returns by the end
of 2024:
1) Densify the network east of I-35 - we see our best opportunity for densification and optimization with the highest returns through further investment and presence in the east. We believe densification matters.
2) Double the size of logistics - our logistics business closed 2021 with over $300M in revenues and represents a consistent source of cash flow with desirable return on invested capital characteristics. As we noted in our 4Q'21 earnings call, a majority of our revenues are now derived from asset light and non-asset sources.
3) Reduce the age of fleet - we see an opportunity to further improve our operating profits by effectively reducing the age of our fleet and improve fleet economics in the form of fuel economy, maintenance savings, and improved driver experience.
And when it comes to stewardship for stockholders, we had several accomplishments:
• We published our first Environmental, Social and Corporate Governance report, outlining our performance on key measures that are, and have always been, important to us and stockholders
• We continued to manage shares conservatively within the omnibus plan while retaining, recruiting, and managing a high-performing team
• We delivered 121% improvement in share price from the end of 2020 to the end of 2021 and an return on invested capital of 11.3%
I am so proud of our team and excited for all that is to come. As we have experienced some recent success, we have seen an improvement in our vision - we have more ideas, more energy, and see more opportunities than we've ever seen before. Our theme in 2022 is "America's Trucker" which represents what we strive to be to our whole team, including our drivers, as well as our customers and stockholders. We move freight on trucks - whether on our assets, a third party's, or to and from the rail. It's what we do.
Our stockholders have an important role to play on this team too. It is through our conversations, feedback, shared expectations, and mutual commitment that USA Truck becomes a better company and a more consistently performing and rewarding investment for us all.
Your vote is important!
Each stockholder has an opportunity to contribute to the Company through our upcoming Annual Stockholder Meeting that will be held at 7240 North Interstate 35E, Waxahachie, Texas 75165 on Wednesday, May 18, 2022 at 9:00 a.m. CDT.
We encourage you to promptly vote your shares so your voice can be heard.
Thank-you in advance for expressing your voice through the voting process and thank-you for playing a critical role as part of USA Truck's 'One Team in '21'.
Sincerely,
James D. Reed
President and Chief Executive Officer
Table of Contents
PROXY SUMMARY About the Meeting
12019 EIP Forfeiture 38
1Potential Payments Upon Termination or Change
Who We Are & What We Do
2In Control 38
Business Strategy Update & 2021 Business Results Corporate Governance Highlights & Best Practices 2021 Compensation Highlights
3Accounting and Tax Considerations 40
4Compensation Decisions with Respect to 2022 41
52022 Salary 41
PROPOSAL ONE: ELECTION OF DIRECTORS Criteria and Diversity
72022 Management Cash Bonus Plan 41
82022 EIP 36
Board of Director Composition Board of Director Qualifications Class III Director Nominees CONTINUING DIRECTORS CORPORATE GOVERNANCE
9Risks Regarding Compensation 43
10Summary Compensation Table 44
11Narrative to the Summary Compensation Table 45
12Grants of Plan-Based Awards 45
15Narrative to Grants of Plan-Based Awards 46
The Board of Directors and Its Committees Meetings
15Outstanding Equity Awards at Fiscal Year-End 46
16Options Exercised and Stock Vested 48
Board of Directors - Director Independence Risk Oversight
16Pay Ratio Disclosure 48
17SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
Board Leadership Structure Committees of the Board of Directors Executive Compensation Committee
17OWNERS, DIRECTORS AND EXECUTIVE
18OFFICERS 49
18Certain Transactions 50
Report of the Executive Compensation Committee Executive Compensation Committee Interlocks and
19PROPOSAL TWO: ADVISORY AND NON-BINDINGAPPROVAL OF THE COMPANY'S EXECUTIVE
Insider Participation
19COMPENSATION 51
Audit Committee
20INDEPENDENT REGISTERED PUBLIC
Report of the Audit Committee
21ACCOUNTING FIRM 52
Nominating and Corporate Governance Committee Strategy and Risk Committee
22Principal Accounting Fees and Services 52
25PROPOSAL THREE: RATIFICATION OF
Technology Committee Executive Committee
25APPOINTMENT OF INDEPENDENT REGISTERED
25PUBLIC ACCOUNTING FIRM 53
Other Board and Corporate Governance Matters Director Compensation
25PROPOSAL FOUR: APPROVAL OF
26THE THIRD AMENDMENT TO THE
Narrative to Director Compensation EXECUTIVE OFFICERS EXECUTIVE COMPENSATION Compensation Discussion and Analysis
26INCENTIVE PLAN 54
27Summary 54
28Introduction 54
Key Features of Our Executive Compensation
28Provisions Designed to Protect Stockholders 56Desription of the Incentive Plan and the Third
Program
28Ammendment to the Incentive Plan 41
Philosophy and Objectives
28SECURITIES AUTHORIZED FOR ISSUANCE
Procedures for Determining Compensation Benchmarking Compensation
30UNDER EQUITY COMPENSATION PLANS 66
30STOCKHOLDER PROPOSALS 67
Elements of Compensation
31GENERAL INFORMATION 68
Compensation Paid to Our Named Executive Officers President and Chief Executive Officer Compensation
33Revocability of Proxy 68
Outstanding Stock and Voting Rights 68
Compensation of Our Other Named Executive Officers 33Required Affirmative Vote and Voting 69
2021 Management Cash Bonus Plan 34
2021 EIP 36
2021 Retention Grant 38
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Disclaimer
USA Truck Inc. published this content on 21 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 April 2022 17:47:04 UTC.