USA Truck: 2022 Proxy Statement
NOTICE OF CONVENING OF THE GENERAL MEETING 2022
3200 Industrial Park Road, Van Buren, Arkansas 72956
To our shareholders:
We are pleased to invite you
DATE AND HOUR
to join us for our Annual 2022
Wednesday, May 18, 2022,
9:00 a.m. CDT
At the meeting, you will be asked to vote on the following proposals.
PLACE DATE OF REGISTRATION
7240 North Interstate 35E Waxahachie, TX 75165
March 25, 2022
1 2 3 4
Election of two (2) Class III Directors for a term expiring at the 2025 Annual Meeting.
FOR each director
Advisory approval of the remuneration of the officers of the Company.
Ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2022.
Approval of the Third Amendment to the Incentive Plan.
The Company’s Proxy Circular is attached. The approximate date on which the Company’s proxy statement and accompanying proxy is first sent to shareholders is April 11, 2022. The annual report for the year ended December 31, 2021 is sent to shareholders together with the mailing of this notice and proxy statement. Except to the extent incorporated by specific reference, the accompanying copy of our 2021 Annual Report is not incorporated into this proxy statement and is not deemed to form part of the proxy solicitation materials.
We have chosen to provide access to our proxy documents by both:
• send you this complete set of proxy documents, including a proxy card; and
• inform you of the availability of our proxy documents on the Internet.
This Notice of Meeting, Proxy Circular and our Annual Report to Shareholders for the year ended December 31, 2021 are available online and can be viewed athttp://www.cstproxy.com/usa-truck/2022. We encourage you to review and review all important information contained in proxy materials before you vote.
YOUR VOTE IS IMPORTANT.
To ensure your representation at the annual meeting, you are requested to date, sign and return the enclosed proxy without delay in the enclosed envelope. Returning your proxy now will not interfere with your right to attend the annual meeting or personally vote for your shares at the annual meeting, if you so choose. Prompt return of your proxy may save us additional solicitation costs.
If you choose to vote by Internet, please refer to the specific instructions on the proxy card.
If you wish to vote by proxy, complete, sign and date your proxy 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 shares and must follow the voting instructions given by that institution.
By order of the Board of Directors /s/ Charles Lane
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3200 VAN BUREN INDUSTRIAL PARK ROAD, ARKANSAS 72956
MESSAGE FROM OUR CEO
To my dear shareholders,
2021 was the best earnings year in USA Truck history. By almost every metric – revenue, load count, profit or return – we have continued to improve as we strive to perform better and invest better every day.
Those who have followed our story know that these results are the culmination of years of intentional management, clear strategy and focused execution that we presented to investors in 2017.
The world has changed since we first defined our plan. 2021 marked the second year of the global pandemic and brought clarity to a new reality for “2021 was
managers everywhere: the work environment has completely and permanently changed.
Employees of the company now expect to work remotely, they have many opportunities for other jobs and geography is no longer a limiting factor in finding a job. And the good news for us is that culture has been at the heart of our reform, flexibility has been a hallmark of our experience, and we have shown that we manage best and learn the most when we manage in times of 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 couldn’t have been more apt. It was the year we deepened our relationships with our customers, refined and improved our network, thought more fully about our long-term strategy and saw the benefits of regionalization become even more apparent.
Comprehensive review of our strategy has led to three clear paths with the goal of exceeding $1 billion in annual revenue with industry-competitive returns by the end
1) Densify the network east of I-35 – we see our greatest opportunity for densification and optimization with the highest returns through new investment and presence east. We think densification is important.
2) Double the size of logistics – our logistics business closed 2021 with over $300 million in revenue and represents a steady source of cash flow with desirable ROI characteristics. As we noted in our 4Q’21 earnings call, the majority of our revenue is now coming from light, non-asset sources.
3) Reduce fleet age – we see an opportunity to further improve our operating profits by effectively reducing the age of our fleet and improving fleet economics in the form of fuel savings, maintenance savings and an improved driving experience.
And in terms of stewardship for shareholders, we have had several achievements:
• We released our first environmental, social and corporate governance report, outlining our performance on key metrics that are, and always have been, important to us and our shareholders
• We continued to manage stocks prudently under the omnibus plan while retaining, recruiting and managing a high performing team
• We achieved a 121% stock price improvement from end-2020 to end-2021 and a 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 had some success recently, we have seen an improvement in our vision – we have more ideas, more energy and see more opportunities than we have ever seen before. Our theme in 2022 is “America’s Trucker” which represents what we strive to be for our entire team, including our drivers, as well as our customers and shareholders. We transport goods by truck – whether on our assets, those of a third party or to and from rail. This is what we do.
Our shareholders also have an important role to play in this team. It is through our conversations, feedback, shared expectations and mutual commitment that USA Truck becomes a better company and a more successful and rewarding investment for all of us.
Your vote is important!
Every shareholder has the opportunity to contribute to the company at our upcoming Annual Meeting of Shareholders to 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 vote early for your shares so your voice can be heard.
Thank you in advance for making your voice heard through the voting process and thank you for playing a vital role in USA Truck’s “One Team in ’21”.
James D. Reed
President and CEO
SUMMARY OF PROXY About the meeting
1Forfeiture of IEP 2019 38
1Potential payouts upon termination or modification
Who are we and what do we do
2Under control 38
Business Strategy Update and 2021 Business Results Corporate Governance Highlights and Best Practices 2021 Compensation Highlights
3Accounting and tax considerations 40
4Remuneration decisions for 2022 41
52022 Salary 41
PROPOSAL ONE: ELECTION OF DIRECTORS Criteria and diversity
72022 Management Cash Incentive Plan 41
8IEP 2022 36
Board Composition Board Qualifications Class III Director Nominees CONTINUING DIRECTORS CORPORATE GOVERNANCE
9Compensation-related risks 43
tenSummary table of remuneration 44
11Narration of the summary remuneration table 45
12Plan-Based Award Grants 45
15Narration of awards of awards based on the plan 46
The board of directors and its committees Meetings
15Price of exceptional shares at the end of the financial year 46
16Options exercised and shares vested 48
Board of Directors – Independence of directors Risk monitoring
16Disclosure of pay ratio 48
17SECURITY OWNERSHIP OF CERTAIN BENEFICIARIES
Board Leadership Structure Board Committees Executive Compensation Committee
17OWNERS, DIRECTORS AND EXECUTIVES
18Certain transactions 50
Report of the Executive Compensation Committee Locks of the Executive Compensation Committee and
19SECOND PROPOSAL: ADVISORY AND NON-BINDINGCOMPANY CHIEF EXECUTIVE APPROVAL
20INDEPENDENT REGISTERED PUBLIC
Audit committee report
21ACCOUNTING FIRM 52
Nominating and Corporate Governance Committee Strategy and Risk Committee
22Main accounting fees and services 52
25PROPOSAL THREE: RATIFICATION OF
Technology Committee Executive Committee
25APPOINTMENT OF INDEPENDENT REGISTRANTS
25FIRM OF ACCOUNTANTS 53
Other matters relating to the board of directors and corporate governance Remuneration of directors
Narration of directors’ compensation EXECUTIVE COMPENSATION Compensation discussion and analysis
26INCENTIVE PLAN 54
Key features of our executive compensation
28Provisions designed to protect shareholders 56Description of the incentive plan and the third
28Modification of the incentive plan 41
Philosophy and objectives
28SECURITIES AUTHORIZED ON ISSUE
Compensation determination procedures Comparative compensation
30AS PART OF EQUITY-BASED COMPENSATION PLANS 66
30SHAREHOLDER PROPOSALS 67
31GENERAL INFORMATION 68
Compensation paid to our Named Executive Officers Compensation of the President and Chief Executive Officer
33Revocability of power of attorney 68
Outstanding shares and voting rights 68
Compensation of our other Named Executive Officers 33Affirmative vote required and vote 69
2021 Management Cash Incentive Plan 34
IEP 2021 36
Retention scholarship 2021 38