UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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USA TRUCK, INC.

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USA TRUCK, INC.

3200 Industrial Park Road

Van Buren, Arkansas 72956

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held on May 23, 2014

3, 2016

To the Stockholders of USA Truck, Inc.:

Notice is hereby given that the Annual Meeting of Stockholders (“("Annual Meeting”Meeting") of USA Truck, Inc. (the “Company”"Company," "we," "us," or "our") will be held at theour corporate offices of the Company at 3200 Industrial Park Road, Van Buren, Arkansas 72956, on Friday,Tuesday, May 23, 2014,3, 2016, at 10:00 a.m., local time, for the following purposes:

1. 

1.

To elect two (2)three (3) Class IIII directors for a term expiring at the 20172019 Annual Meeting.

2. 

2.

Advisory approval of the Company’s executive compensation.

3.  Approval of the USA Truck, Inc. 2014 Omnibus Incentive Plan.

Only holders of record of the Company’s Common Stockour common stock at the close of business on March 28, 2014,9, 2016, are entitled to notice of and to vote at the Annual Meeting and any adjournments thereof.

The Company’s Proxy Statement is submitted herewith. The Annual Report for the year ended December 31, 2013,2015, 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 20132015 Annual Report is not incorporated into this Proxy Statement and is not deemed to be a part of the proxy solicitation material.

 Important Notice Regarding the Availability of Proxy Materials for

the Meeting of Stockholders to Be Held on May 23, 2014

3, 2016

We have elected to provide access to our proxy materials both by: (i) sending you this full set of proxy materials, including a proxy card; and, (ii) 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, 2013,2015, are available online and may be accessed athttp://www.rtcoproxy.com/usak.www.cstproxy.com/usa-truck/2016. We do not use “cookies”"cookies" or other software that identifies visitors accessing these materials on this website.We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

By Order of the Board of Directors

 

David F. Marano

 

Secretary

Van Buren, Arkansas

 

April 25, 20146, 2016

 

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.  You may also vote on the Internet by following the electronic voting instructions found on the proxy card you receive or by telephone using a touch-tone telephone and calling the number contained on the proxy card you receive.  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.

 
TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, YOU ARE REQUESTED TO PROMPTLY DATE, SIGN AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE.  YOU MAY ALSO VOTE ON THE INTERNET ANYTIME PRIOR TO 3:00 A.M. EDT ON MAY 23, 2014 BY COMPLETING THE ELECTRONIC VOTING INSTRUCTION FORM FOUND AT HTTP://WWW.RTCOPROXY.COM/USAK OR BY TELEPHONE ANYTIME PRIOR TO 3:00 A.M. EDT ON MAY 23, 2014 USING A TOUCH-TONE TELEPHONE AND CALLING 1-855-484-1039.  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.
 
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USA TRUCK, INC.

3200 Industrial Park Road

Van Buren, Arkansas 72956

PROXY STATEMENT

FOR ANNUAL MEETING OF STOCKHOLDERS

To be held on May 23, 2014

3, 2016

GENERAL INFORMATION

This Proxy Statement is furnished in connection with the solicitation of proxies by and on behalf of the Board of Directors of USA Truck, Inc., a Delaware corporation (the “Company,” “USA"Company," "USA Truck,” “we,” “our”" "we," "our" or “us”"us"), for use at the Annual Meeting of Stockholders of the Company to be held at the time and place and for the purposes set forth in the foregoing notice. TheOur mailing address of the Company is 3200 Industrial Park Road, Van Buren, Arkansas 72956, and itsour telephone number is (479) 471-2500.

The cost of soliciting proxies will be borne by the Company. In addition to solicitation by mail, certain of our officers and employees, of the Company, who will receive no special compensation therefor, may solicit proxies in person or by telephone, telegraph, facsimile or other means. The CompanyWe will reimburse banks, brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to the beneficial owners of the Common Stock of the Company.

our common stock.

The approximate date on which this Proxy Statement and the accompanying proxy are first being mailed to stockholders is April 25, 2014.

REVOCABILITY OF PROXY
6, 2016.

Revocability of Proxy

Any stockholder executing a proxy retains the right to revoke it at any time prior to exercise at the Annual Meeting. A proxy may be revoked by delivery of written notice of revocation to David F. Marano, Secretary of the Company, by execution and delivery to the Company of a later proxy or by voting the shares in person at the Annual Meeting. If not revoked, all shares represented at the Annual Meeting by properly executed proxies will be voted as directed therein. If no direction is given, such shares will be voted for election of all nominees for director, for approval, in an advisory and non-binding vote, of the compensation of the Company'sour Named Executive Officers, for approval of the USA Truck, Inc. 2014 Omnibus Incentive Plan, and at the discretion of the person(s) named as proxy(ies) therein on any other matters that may properly come before the Annual Meeting or any adjournments thereof.

OUTSTANDING STOCK AND VOTING RIGHTS

Outstanding Stock and Voting Rights

The Board of Directors has fixed the close of business on March 28, 2014,9, 2016, as the record date for determining the stockholders having the right to notice of, and to vote at, the Annual Meeting. As of the record date, March 28, 2014, 10,518,0979, 2016, 9,563,038 shares of Common Stockcommon stock were outstanding and entitled to vote at the meeting. Each stockholder will be entitled to one vote for each share of Common Stockcommon stock owned of record on the record date. The stock transfer books of the Company will not be closed. Stockholders are not entitled to cumulative voting with respect to the election of directors. The holders of a majority of the outstanding shares of Common Stockcommon stock entitled to vote, present in person or represented by proxy, are necessary to constitute a quorum.

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REQUIRED AFFIRMATIVE VOTE AND VOTING PROCEDURES
The Company’s

Required Affirmative Vote and Voting Procedures

Our bylaws provide that the nominees who receive a plurality of the votes cast by stockholders present or represented by proxy at an Annual Meeting, and entitled to vote on the election of directors, will be elected as directors of the Company. Thus, any abstentions or broker non-votes will have no effect on the election of directors. However, at any stockholder meeting at which a director is subject to an uncontested election, any nominee for director who receives a greater number of votes “withheld”"withheld" from or voted “against”"against" his or her nomination than are voted “for”"for" such election, excluding abstentions, shall promptly tender his or her resignation for consideration by the Nominating and Corporate Governance Committee. See “Nominating"Corporate Governance – The Board of Directors and Its Committees – Committees of the Board of Directors – Nominating and Corporate Governance Committee—AdditionalCommittee –Additional Corporate Governance Policies”Policies" for additional information regarding our majority vote policy. Approval of any other matter submitted to stockholders each requires the affirmative vote of a majority of votes cast by stockholders entitled to vote and represented in person or by proxy at the Annual Meeting. Abstentions and broker non-votes will not be counted for purposes of determining the number of votes cast with respect to a proposed corporate action. Accordingly, abstentions and broker non-votes will have no effect on the approval of any other matter submitted to stockholders.

 

If you are a holder of record of our Common Stock,common stock, you may vote your shares either (i) over the telephone by calling a toll-free number, (ii) by using the Internet, or (iii) by mailing your proxy card. 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.

The above-mentioned telephone and Internet-voting procedures have been designed to authenticate your identity, to allow you to give instructions, and to confirm that those instructions have been recorded properly. If you choose to vote by telephone or by using the Internet, please refer to the specific instructions on the proxy card. The deadline for voting by telephone or the Internet is 3:00 a.m. Eastern Time on Friday, May 23, 2014.  If you wish to vote using the proxy card, complete, sign and date your proxy card and return it to us before the meeting.


 
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information with respect to each of our current directors (including the two nominees for election at the Annual Meeting), each executive officer named in the Summary Compensation Table, and all current directors and executive officers as a group, including the beneficial ownership of our Common Stock as of March 28, 2014 for each individual and the group.  The table also lists the name, address and share ownership information for all stockholders known to us to own, directly or indirectly, more than 5% of the outstanding shares of Common Stock, our only class of voting securities, as of March 28, 2014.  Each person named in the table, unless otherwise indicated, has sole voting and investment power with respect to the shares indicated as being beneficially owned by him or it.
     Common Stock
     Beneficially Owned
    Director Number of Percent
Name and (if applicable) Address Age Since Shares* of Class
Directors and Nominees for Director:        
         
John M. Simone                                                                                         52 2013 84,046(1)(3)
         
James D. Simpson, III**                                                                                         73 2010 26,166(2)(3)
         
Terry A. Elliott                                                                                         68 2003 20,369(2)(3)
         
William H. Hanna**                                                                                         53 2005 50,330(2)(4)(3)
         
Richard B. Beauchamp                                                                                         61 2006 9,166(2)(3)
         
Robert A. Peiser                                                                                         65 2012 37,823(5)(3)
         
Robert E. Creager                                                                                         65 2012 7,614(2)(3)
         
Named Executive Officers (Excluding Persons Named Above):    
         
Clifton R. Beckham                                                                                         42 -- 73,587(6)(3)
         
Michael R. Weindel                                                                                         45 -- 47,513(7)(3)
         
All Current Directors and Executive Officers as a Group (11 Persons)364,552 3.5%
         
Beneficial Owners of More Than 5% of Outstanding Common Stock (Excluding Persons Named Above):
         
Stone House Capital Management, LLC, SH Capital Partners, L.P., and Mark Cohen     1,550,000(8)14.7%
   950 Third Avenue, 17th Floor, New York, New York 10022
        
Baker Street Capital L.P., and Baker Street Capital Management, LLC, and Vadim Perelman     1,400,000(9)13.3%
   12400 Wilshire Blvd. Suite 940, Los Angeles, California 90025        
Knight Transportation, Inc., and Knight Capital Growth LLC     1,304,517(10)12.4%
   5601 West Buckeye Road, Phoenix, Arizona 85043        
Dimensional Fund Advisors LP     812,293(11)7.7%
   Palisades West, Building One, 6300 Bee Cave Road, Austin, Texas 78746        
James B. Speed     720,063(12)6.9%
   2323 So. 40th Street, Fort Smith, Arkansas 72903
        
Grace & White, Inc.     714,575(13)6.8%
   515 Madison Ave, Suite 1700, New York, New York 10022        
         
*All fractional shares (which were acquired through participation in our Employee Stock Purchase Plan) have been rounded down to the nearest whole share.
**      Current nominees for re-election as a director.
(1)  On February 18, 2013, Mr. John M. Simone was appointed to serve as President, Chief Executive Officer and on the Board of Directors as a Class II Director for a term expiring at the 2015 Annual Meeting.  The amount shown includes 10,727 shares of Common Stock Mr. Simone has the right to acquire pursuant to options presently exercisable or exercisable within 60 days following March 28, 2014.
(2)  The beneficial owner has no shares under options that are presently exercisable or that are exercisable within 60 days following March 28, 2014.
(3)  The amount represents less than 1% of the outstanding shares of Common Stock.
(4)  Mr. Hanna has voting and dispositive power with respect to 50,330 shares that he beneficially owns.  Of those 50,330 shares (a) 12,300 shares are held of record by Hanna Family Investments LP, (b) 21,000 shares are held of record by Hanna Oil and Gas Company, (c) 7,664 shares are held of record in a revocable trust of which he is trustee, and (d) 5,200 shares are held of record in an irrevocable trust of which he is trustee, and (e) 4,166 shares are held of record by Mr. Hanna himself.
(5)  Mr. Peiser has voting and dispositive power with respect to 37,823 shares that he beneficially owns.  Of those 37,823 shares (a) 12,197 shares are held of record in a revocable trust of which he is trustee, (b) 21,806 shares are held of record by Mr. Peiser himself, and (c) 3,820 shares are those Mr. Peiser has the right to acquire pursuant to options presently exercisable or exercisable within 60 days following March 28, 2014.
(6)  On February 18, 2013, Mr. Clifton R. Beckham resigned his position as President, Chief Executive Officer and director and assumed the position of Executive Vice President and Chief Financial Officer.  The amount shown includes 13,199 shares of Common Stock Mr. Beckham has the right to acquire pursuant to options presently exercisable or exercisable within 60 days following March 28, 2014.
(7)  The amount shown includes 13,206 shares of Common Stock Mr. Weindel has the right to acquire pursuant to options presently exercisable or exercisable within 60 days following March 28, 2014.
(8)  This information is based solely on a report on Schedule 13D filed with the SEC on February 20, 2014, by Stone House Capital Management, LLC, SH Capital Partners, L.P., and Mark Cohen.  Stone House Capital Management, LLC has sole voting power with respect to no shares, shared voting power with respect to 1,550,000 shares, sole dispositive power with respect to no shares and shared dispositive power with respect to 1,550,000 shares indicated as being beneficially owned by it.  SH Capital Partners, L.P., has sole voting power with respect to 1,550,000 shares, shared voting power with respect to no shares indicated as being beneficially owned by it, sole dispositive with respect to 1,550,000 and shared dispositive power with respect to no shares indicated as being beneficially owned by it.  Mark Cohen has sole voting power with respect to no shares, shared voting power with respect to 1,550,000 shares, sole dispositive power with respect to no shares and shared dispositive power with respect to 1,550,000 shares indicated as being beneficially owned by it.  Information is as of January 28, 2014.
(9)  This information is based solely on a report on Schedule 13D filed with the SEC on November 7, 2013, by Baker Street Capital L.P., Baker Street Capital Management, LLC, and Vadim Perelman.  Baker Street Capital L.P., has sole voting power with respect to 1,400,000 shares, shared voting power with respect to no shares, sole dispositive power with respect to 1,400,000 shares and shared dispositive power with respect to no shares indicated as being beneficially owned by it.  Baker Street Capital Management, LLC has sole voting power with respect to 1,400,000 shares, shared voting power with respect to no shares, sole dispositive with respect to 1,400,000 and shared dispositive power with respect to no shares indicated as being beneficially owned by it.  Vadim Perelman has sole voting power with respect to 1,400,000 shares, shared voting power with respect to no shares, sole dispositive power with respect to 1,400,000 shares and shared dispositive power with respect to no shares indicated as being beneficially owned by it.  Information is as of November 6, 2013.
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(10)  This information is based solely on a report on Schedule 13D filed with the SEC on February 4, 2014. Knight Transportation, Inc. and Knight Capital Growth LLC, have sole voting power with respect to no shares, shared voting power with respect to 1,304,517 shares, sole dispositive power with respect to no shares indicated as being beneficially owned by it and shared dispositive power with respect to 1,304,517 shares.  Information is as of February 4, 2014.
Knight Transportation, Inc. and Knight Capital Growth LLC (together, “Knight”) have entered into a Voting Agreement with the Company, dated February 4, 2014 (the “Voting Agreement”), effective until September 30, 2014 (the “Voting Period”), pursuant to which, during the Voting Period, Knight has agreed that all shares of Common Stock beneficially owned by Knight or its affiliates shall not be voted (whether in person, by count, by proxy or otherwise), provided that Knight agrees to present its shares at any such meeting of the Company’s stockholders.  Additionally, during the Voting Period, Knight agrees not to, and will not permit any of its affiliates to, take any action in support of, or effect or seek, offer or propose to effect, the nomination or election as directors of persons other than those recommended by the Nominating and Corporate Governance Committee.  If, during the Voting Period, (a) the Company proposes to enter into or pursue a process for a significant corporate transaction pursuant to which a person other than Knight would acquire (i) beneficial ownership of 50% or more of the voting power of the Company, (ii) more than 50% of the assets of the Company, or (iii) securities representing 20% or more of the voting power of the Company, or (b) a person other than Knight or its affiliate commences a tender offer or exchange offer with respect to securities representing 50% or more of the voting power of the Company, the Company will provide Knight a reasonable opportunity to participate in any such process and make a proposal to the Company with respect to such potential transaction.  Subject to certain requirements, if the Company complies with the foregoing and enters into a merger agreement prior to the expiration of the Voting Period with a person other than Knight, Knight will vote its shares in favor of such transaction that is at a higher notional price than Knight’s proposal or in proportion to the Company’s stockholders if not at a notionally higher price.
(11)  This information is based solely on a report on Schedule 13G/A filed with the SEC on February 10, 2014, which indicates that Dimensional Fund Advisors LP, an investment advisor, has sole voting power with respect to 794,343 shares, shared voting power with respect to no shares, sole dispositive power with respect to all 812,293 shares indicated as being beneficially owned by it and shared dispositive power with respect to no shares.  Information is as of December 31, 2013.
(12)  With respect to the shares owned directly by Mr. Speed, this information is based on information provided by Mr. Speed’s brokers.  With respect to the shares owned by Mr. Speed’s wife and shares held for the benefit of his daughter, the information is based solely on a Schedule 13G/A filed with the SEC on March 4, 2013.  Mr. Speed has sole voting and dispositive power with respect to all 720,063 shares and shared voting and dispositive power with respect to no shares.  The amount shown does not include (a) 66,823 shares of Common Stock held by Mr. Speed’s wife (of which Mr. Speed disclaims beneficial ownership) and (b) 17,669 shares of Common Stock held in a trust (of which Mr. Speed’s wife is trustee) for the benefit of his daughter (of which Mr. Speed disclaims beneficial ownership).  Information is as of December 31, 2012.
(13)  This information is based solely on a report on Schedule 13G/A filed with the SEC on January 30, 2014, which indicates that Grace & White, Inc., an investment advisor, has sole voting power with respect to 71,320 shares, shared voting power with respect to no shares, sole dispositive power with respect to all 714,575 shares indicated as being beneficially owned by it and shared dispositive power with respect to no shares.  Information is as of December 31, 2013.

PROPOSAL ONE: ELECTION OF DIRECTORS

Our Restated and Amended Certificate of Incorporation provides that there shall be eight directors, subject to increases or decreases in such number by vote of the Board of Directors in accordance with the bylaws, classified into three classes, and that members of the three classes shall be elected to staggered terms of three years each. In accordance with the current bylaws, the number of directors constituting the entire Board has been decreasedincreased to seven.eleven. The Board presently consists of seveneleven persons.

The current term of office of the twofour Class IIII directors will expire at the 20142016 Annual Meeting and three of those directors have been nominated for re-election at the meeting for a term expiring at the 20172019 Annual Meeting:

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Class III

Term Expiring 2019

Robert A. Peiser

Robert E. Creager

Alexander D. Greene

Richard B. Beauchamp has decided not to stand for reelection. The Board has voted to reduce the size of Class I

Term Expiring 2017
William H. Hanna
James D. Simpson, III
to three directors, effective upon expiration of the current terms of the Class III directors at the 2016 Annual Meeting.

Proxies may not be voted at the 20142016 Annual Meeting for more than twothree nominees for election as directors. Each of the nominees has consented to serve if elected and, if elected, will serve until the 20172019 Annual Meeting or until his successor is duly elected and qualified.

Class III and Class IIIII directors are currently serving terms expiring in 20152017 and 2016,2018, respectively. Class I directors are William H. Hanna, James D. Simpson, III, Major General (Ret.) Barbara J. Faulkenberry, and M. Susan Chambers. Class II directors are John R. Rogers, Thomas M. Simone, Terry A. ElliottGlaser, and Richard B. Beauchamp.  Class III directors are Robert A. Peiser and Robert E. Creager.

Gary R. Enzor.

Mr. Clifton R. Beckham, formerly a Class II director, resigned his position as President and CEO as well asSimpson has decided to retire from the Board, of Directors on February 18, 2013.  Mr. Beckham is currently serving as the Company’s Executive Vice President and CFO.  On that same date, Mr. John M. Simone was appointed as the Company’s President and CEO and was appointed toeffective immediately, following the Board and Board committee meetings held in connection with the 2016 Annual Meeting. The Board has voted to reduce the size of Directorsthe Board to fillnine persons, effective upon the vacancy created byretirement of Mr. Beckham’s resignation.

Simpson.

All duly submitted and unrevoked proxies will be voted FOR the nominees listed above, unless otherwise instructed. It is expected that the nominees will be available for election, but if for any unforeseen reason any nominee should decline or be unavailable for election, the persons designated as proxies will have full discretionary authority to vote for another person designated by the Nominating and Corporate Governance Committee.

Vote Required for Approval

Assuming the presence of a quorum at the Annual Meeting, the nominees who receive a plurality of the votes cast by stockholders present or represented by proxy at the Annual Meeting, and entitled to vote on the election of directors, will be elected as directors. Any director subject to an uncontested election who is elected by a plurality and receives a greater number of votes “withheld”"withheld" from or voted “against”"against" his or her nomination than are voted “for”"for" such election (excluding abstentions) shall be subject to the majority vote policy described under “Nominating and Corporate"Corporate Governance Committee—Additional Corporate Governance Policies.”

The Board recommends that the stockholders vote “FOR” the election of the two nominees named above.
Board Leadership Structure
We separate the roles of CEO and Chairman of the Board in recognition of the differences between the two roles. The CEO is responsible for setting the strategic direction for the Company and the day-to-day leadership and performance of the Company, while the Chairman of the Board provides guidance to the CEO and participates in setting the agenda for Board meetings and presides over meetings of the full Board.  Under our bylaws, we have provided for a formal office of CEO and established certain duties of the CEO that were previously reserved to the President and Chairman of the Board.
We have no current plans to separate the CEO and President roles, and our bylaws recite that the CEO shall be the President unless a separate CEO and President shall be appointed.
Risk Oversight
Our Board of Directors oversees an enterprise-wide approach to risk management, designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term operational performance and enhance stockholder value.  A fundamental part of risk management is not only understanding the risks the Company faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the Company.  The involvement of the full Board of Directors in evaluating the Company’s business strategy is a key part of its assessment of management’s appetite for risk and also a determining factor of what constitutes an appropriate level of risk for the Company.  The full Board of Directors participates in this annual assessment as we believe that risk oversight is most effective when the full knowledge, experience, and skills of all directors are brought to bear on the complex subject of risk management.
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In this process, risk is assessed throughout the business, focusing on the following primary areas of risk: financial risk, legal and compliance risk, and operational and strategic risk.  Within these primary areas of risk, our Board of Directors, with the input of management, has identified specific areas of risk that are pertinent to our business.  Our Board of Directors regularly receives reports and has discussions with management with respect to such areas.– The Board of Directors routinely makes assignments to certain members of management to provide reports and to answer to the Board of Directors with respect to such areas.  Furthermore, our Board of Directors continually engages in discussions at the Board level and with management in an attempt to identify currently unknown risks.
While the full Board of Directors has the ultimate oversight responsibility for the risk management process, various committees of the Board also have responsibility for risk management.  For example, the Audit Committee assesses internal controls over financial reporting and, in connection therewith, receives an annual risk assessment report from the Company’s internal auditors.  Additionally, in setting compensation, the Executive Compensation Committee strives to create incentives that encourage a level of risk-taking behavior consistent with the Company’s overall business strategy.
ADDITIONAL INFORMATION REGARDING THE BOARD OF DIRECTORS
Biographical Information
John M. Simone.  Mr. Simone has served as President, Chief Executive Officer and a director since February 2013.  Mr. Simone has over 30 years of leadership experience in the transportation and logistics industry.   Prior to joining the Company, Mr. Simone served as President and Chief Executive Officer of LinkAmerica Corporation from August 2011 through December 2012.  He was President and Chief Operating Officer of Greatwide Logistics Services, LLC from April 2008 to April 2011, and prior to that he served in various capacities with UPS Freight from 1998-2008, attaining the position of Senior Vice President, Truckload Division. Prior to UPS, Mr. Simone was with Ryder System Inc. from 1982 to 1998 where he held a variety of leadership positions.  We believe Mr. Simone’s qualifications to serve on our Board of Directors include his extensive management and leadership experience in the truckload industry and his role as Chief Executive Officer of the Company, which allows the Board of Directors to interface directly with senior management.
Terry A. Elliott.  Mr. Elliott has served as a director of the Company since 2003 and he served as Chairman of the Board from May 2011 until November 2012.  Mr. Elliott has chaired the Audit Committee since 2003, has been designated the Company’s audit committee financial expert within the meaning of Item 407(d)(5) of Regulation S-K and meets the financial sophistication requirements set forth in Rule 5605(c)(2)(A) of The NASDAQ Stock Market’s listing standards.  He served as Chief Financial Officer of Safe Foods Corporation, a food safety company in North Little Rock, Arkansas, from July 2000 to August 2009 and served as a director of Safe Foods from 2000 to 2003.  Mr. Elliott also was a director of Superior Financial Corporation (the holding company for Superior Federal Bank, F.S.B.) and a member of its Audit Committee from February 2003 until Superior was sold to Arvest Holdings, Inc. in August 2003.  From 1996 to 2000, Mr. Elliott served as the Chief Financial Officer for two unrelated private start-up businesses.  Mr. Elliott was with Ernst & Young from 1968 until 1994 when he retired as Managing Partner of the Little Rock office.  During his career he has had significant experience in the areas of accounting, auditing, public company reporting, administration and corporate development.  He is a retired Certified Public Accountant.  Mr. Elliott has also been active in a number of community and civic organizations.  We believe Mr. Elliott’s qualifications to serve on our Board of Directors include his extensive financial experience and his past service on another company’s Audit Committee.
William H. Hanna.  Mr. Hanna has served as a director of the Company since 2005.  Mr. Hanna has been President of Hanna Oil and Gas Company since 1999.  He has worked in the oil and gas industry since 1983.  Mr. Hanna is also a director of First National Bank of Fort Smith, Arkansas and is a member of their Audit and Loan Review Committees.  Mr. Hanna brings to the Board of Directors demonstrated management ability at senior levels. His position as President of Hanna Oil and Gas Company gives Mr. Hanna critical insights into the operational requirements of a company our size, which we believe qualifies him to serve as a member of our Board of Directors.
Richard B. Beauchamp.  Mr. Beauchamp has served as a director of the Company since 2006.  Mr. Beauchamp is a Certified Public Accountant and has been a General Partner of Norris Taylor & Company, a Certified Public Accounting firm in Fort Smith, Arkansas, since 1980.  He has worked in the accounting profession since 1975.  Mr. Beauchamp is also a director of Weldon, Williams & Lick, Inc., a specialty printing company, former director of the University of Arkansas Fort Smith Foundation and he serves on the boards of several community and civic organizations.  We believe Mr. Beauchamp’s qualifications to serve as a member of our Board of Directors includes his experience as a Certified Public Accountant and years of experience with financial matters.
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James D. Simpson, III.  Mr. Simpson has served as a director of the Company since 2010.  Mr. Simpson is an investment banker with Stephens Inc., where he has been employed since 1969.  Mr. Simpson brings to the Board of Directors in-depth knowledge of the capital markets, in particular for the transportation sector, which we believe allows him to provide critical insights to the other membersIts Committees – Committees of the Board of Directors – Nominating and qualifies him to serve as a member of our Board of Directors.  Mr. Simpson is also a director of various volunteer organizations.Corporate Governance Committee – Additional Corporate Governance Policies."

Class III Director Nominees

Robert A. Peiser.Mr. Peiser, 67, has served as a director of the Company since February 2012. Mr. Peiser was appointed Vice Chairman of the Board in August 2012 and Chairman of the Board in November 2012. He is engaged in active service on public as well as private corporate and not-for-profit boards. Mr. Peiser has also served as Chairman of the Board of Primary Energy Recycling Corporation since June 2013 andserves on the Board of Standard Register Company,SunCoke Energy, Inc., a public company providing raw material processing and handling to the steel and power industries, since October 2013.March 2016. Previous public board service includes Standard Register Company (October 2013 to November 2015); Primary Energy Recycling Corp. (June 2013 to December 2014); Team Industrial Services, Inc. (July 2007 to September 2012); Solutia, Inc. (February 2008 to July 2012); and Signature Group Holdings, Inc. (June 2010 to May 2011). From 2008 to May 2010, Mr. Peiser served as the Chief Executive Officer ("CEO") and Chairman of the Board of Omniflight Helicopters, Inc., an air medical services provider. Previously, Mr. Peiser served as President, CEO and a director of Imperial Sugar Company, a refiner and marketer of sugar products, from April 2002 through Januaryto 2008. We believe Mr. Peiser’s qualifications to serve on our Board of Directors include his broad-based executive, director and management experience with companies in transition in a variety of domestic and international industries. He is also the immediate past Chairman of the Texas TriCities Chapter of the National Association of Corporate Directors (“NACD”("NACD"). We believe his work with the NACD contributes to his being a valuable resource to our Board in the area of corporate governance best practices.

 

Robert E. Creager.Mr. Creager, 67, has served as a director of the Company since November 2012. Mr. Creager has chaired the Audit Committee since 2014, has been designated as our audit committee financial expert within the meaning of Item 407(d)(5)(ii) of Regulation S-K and meets the financial sophistication requirements set forth in Rule 5605(c)(2)(A) of The NASDAQ Stock Market’s listing standards. Mr. Creager is a Certified Public Accountantcertified public accountant and has 3839 years of public accounting and industry experience. Mr. Creager also serves as the Chairman of the Audit Committee of Mattress Firm Holding Corp., a publicly held mattress retailer, and as Chairman of the Audit Committee of Houston International Insurance Group, a property and casualty insurer, and is the current Treasurer and a Director of the Texas TriCities Chapter of the NACD. From April 2011 to January 2013, Mr. Creager served as Chairman of the Audit Committee of GeoMet, Inc., an independent natural gas exploration, development and production company. His experience includes 27 years as an Assurance Partner and a former Audit Practice Leader of the Houston office of PricewaterhouseCoopers.PricewaterhouseCoopers LLP. We believe Mr. Creager’s qualifications to serve on our Board of Directors include his extensive financial experience and his service on other audit committees.

Alexander D. Greene. Mr. Greene, 57, has served as a director since May 2014. Mr. Greene currently serves as a director of Ambac Financial Group, Inc., a publicly held provider of financial guarantees and other financial services. Mr. Greene served as a Managing Partner and Head of U.S. Private Equity with Brookfield Asset Management, a global asset management firm, from 2005 through 2014. Prior to Brookfield Asset Management, Mr. Greene was a Managing Director and co-head of Carlyle Strategic Partners at The Carlyle Group from 2003 to 2005. Previous board service includes Overseas Shipholding Group, Inc., a public company engaged in transporting crude oil, refined products, and liquid natural gas; Civeo Corporation, a provider of remote workforce accommodations to the oil and gas and mining industries; CWC Well Services Corp., a provider of contract drilling and well services to oil and gas companies in Western Canada; Longview Fibre Paper & Packaging, a manufacturer of specialty paper and packaging products; and the Tourette Syndrome Association. Mr. Greene brings to the Board of Directors over 30 years of experience leading private equity, restructuring and advisory transactions and experience serving on public and private boards, which we believe qualifies Mr. Greene to serve as a member of our Board of Directors.

The Board recommends that the stockholders vote"FOR" the election of the three nominees named above.

CONTINUING DIRECTORS

Class I Directors

William H. Hanna. Mr. Hanna, 55, has served as a director since 2005. Mr. Hanna has been President of Hanna Oil and Gas Company, an exploration and production company in the natural gas and crude oil industries, since 1990 and Chairman of Hanna Oil and Gas Company since 2010. He has worked in the oil and gas industry since 1983. Mr. Hanna is also a director of First National Bank of Fort Smith, Arkansas and is a member of their Audit, Loan Review, and Strategic Planning Committees. Mr. Hanna brings to the Board of Directors demonstrated management ability at senior levels. His position as President of Hanna Oil and Gas Company gives Mr. Hanna critical insights into our operational requirements, which we believe qualifies him to serve as a member of our Board of Directors.

James D. Simpson, III. Mr. Simpson, 75, has served as a director since 2010. Mr. Simpson is an investment banker with Stephens Inc., an investment banking firm, where he has been employed since 1969. Mr. Simpson brings to the Board of Directors in-depth knowledge of the capital markets, in particular for the transportation sector, which we believe allows him to provide critical insights to the other members of the Board of Directors and qualifies him to serve as a member of our Board of Directors. Mr. Simpson is also a director of 5-Star Sports Calendar, a developer and marketer of athletic promotional materials, and various volunteer organizations. In March 2016 Mr. Simpson notified the Board that he would be retiring from the Board, effective immediately following the Board and Board committee meetings held in connection with the 2016 Annual Meeting.

Major General (Ret.) Barbara J. Faulkenberry. General Faulkenberry, 56, has served as a director since January 2016. Prior to her retirement from the military in 2014, General Faulkenberry served as the Vice Commander, 18th Air Force, Scott Air Force Base, IL. Since then, General Faulkenberry has held positions as an advisor for Momentum Aerospace Group, a Trustee for the Air Force Academy's Falcon Foundation and a director of two non-profit organizations. General Faulkenberry brings to the Company senior leadership experience in the areas of logistics, operations, strategic planning, risk management, cyber defense, international negotiations, governmental affairs, and leadership development, which we believe qualifies her to serve as a member of our Board of Directors.

 

M.Susan Chambers. Mrs. Chambers, 58, has served as a director since March 2016. Since July 2015, Mrs. Chambers has served as principal of Chambers Consulting LLC. Mrs. Chambers served as the Chief Human Resource Officer for Wal-Mart Stores, Inc. from 2006 to her retirement in July 2015. Prior to 2006, Mrs. Chambers served in various positions at Wal-Mart Stores, Inc. since 1999, including Vice President of Application Development – Merchandising and Supply Chain Systems and Senior Vice President of Risk Management, Retirement and Benefits. Mrs. Chambers previously served as a director of a private banking institution. We believe that Mrs. Chambers' extensive experience in human resource, supply chain, and risk management qualifies her to serve on our Board of Directors.

Class II Directors

John R. Rogers. Mr. Rogers, 53, has served as President, CEO, and a director of the Company since January 2016. Prior to joining the Company, Mr. Rogers served as President, Energy & Chemicals, Americas at Exel Logistics, a supply chain and logistics company and a wholly owned subsidiary of Deutsche Post DHL Group, from April 2012 through January 2016. From March 2009 through April 2012, Mr. Rogers served as CEO Southern Europe at DHL Supply Chain, another supply chain and logistics company and also a wholly owned subsidiary of Deutsche Post DHL Group. Mr. Rogers also served in several capacities at DHL Supply Chain/Exel from 2000 through 2009, including Director – Automotive Sector, Mexico, Vice President – South America, and Senior Vice President – Greater China. We believe Mr. Roger's qualifications to serve on our Board of Directors include his extensive management and leadership experience in the supply chain and logistics industry and his role as President and CEO of the Company, which allows the Board of Directors to interface directly with senior management.

Thomas M. Glaser.Mr. Glaser, 66, has served as a director since May 2014. Mr. Glaser has worked as an independent consultant to the truckload industry since 2010, and served as our President and CEO from July 2015 to January 2016, and our Interim Chief Operating Officer ("COO") from April 2015 to July 2015 and January 2013 to June 2013. Mr. Glaser served as President and CEO of Arnold Transportation Services, Inc., a dry van freight services provider, from January 2008 to 2010, as well as a board member of Priority Transportation, Inc., from 2008 to 2010. Previously, Mr. Glaser held several positions at Celadon Group, Inc., from 2001 to 2007, most recently serving as President and COO. We believe Mr. Glaser’s considerable experience as a senior executive in the transportation industry qualifies him to serve as a member of our Board of Directors. Mr. Glaser was originally appointed to our Board of Directors pursuant to the Cooperation Agreement dated May 22, 2014, among the Company, Baker Street Capital Management, LLC and certain affiliates and Stone House Capital Management LLC and certain affiliates.  Mr. Glaser was a nominee for director at our 2015 annual meeting pursuant to the Cooperation Agreement dated February 25, 2015, among the Company, Baker Street Capital Management, LLC, and certain affiliates and the Cooperation Agreement dated February 25, 2015, among the Company, Stone House Capital Management, LLC, and certain affiliates.

Gary R. Enzor.Mr. Enzor, 53, has served as a director since September 2014. He is Chairman and CEO of Quality Distribution, Inc., a chemical bulk logistics services provider. Mr. Enzor has served as Chairman of Quality Distribution, Inc., since August 2013, has served as CEO since 2007, and as President since 2005. Mr. Enzor joined Quality Distribution, Inc. in 2004 as Executive Vice President and COO, prior to which Mr. Enzor served as Executive Vice President and Chief Financial Officer of Swift Transportation Company since 2002. Before joining Swift Transportation Company, Mr. Enzor held executive positions with Honeywell, Dell Computer and AlliedSignal, Inc. (now Honeywell International, Inc.). We believe Mr. Enzor’s considerable experience in and thorough knowledge of the transportation and trucking industry qualifies him to serve as a member of our Board of Directors. Mr. Enzor was a nominee for director at our 2015 annual meeting pursuant to the Cooperation Agreement dated February 25, 2015, among the Company, Baker Street Capital Management, LLC, and certain affiliates and the Cooperation Agreement dated February 25, 2015, among the Company, Stone House Capital Management, LLC, and certain affiliates.

There is no family relationship between any director or executive officer and any other director or executive officer of the Company. None of the corporations or organizations referenced in the director biographies above is a parent, subsidiary, or other affiliate of the Company unless otherwise noted. Except as otherwise noted for Messrs. Enzor and Glaser, there are no arrangements or understandings between any of the director nominees and any other person pursuant to which any of the director nominees was selected as a nominee.  

 

CORPORATE GOVERNANCE

The Board Meetings, Director Independenceof Directors and its Committees

Board of Directors

Meetings

In 2013,2015, the Board of Directors held nineteentwenty meetings. During 2013,2015, the Board had a standing Executive Compensation Committee, Audit Committee and Nominating and Corporate Governance Committee.The Board also formed an Executive Committee during 2015 to address matters relating to CEO transition. Each current member of the Board attended at least 75% of the aggregate of all meetings of the Board and of all committees on which he or she served. We encourage the members of our Board of Directors to attend our Annual Meetings. All sevenEight out of ten of our then-current directors attended the 2013 Annual Meeting.

2015 annual meeting. Mr. Simone, our former President, CEO, and director, was unable to attend the 2015 annual meeting due to health reasons. Mr. Perelman was unable to attend the 2015 annual meeting.

Director Independence

In determining the independence of its directors, the Board relies on the standards set forth in SEC regulatoryregulations and theThe NASDAQ Stock Market’s listing standards,Listing Standards, including NASDAQ Rule 5605(a)(2). To be considered independent under thatsuch standard, an outside director may not have a direct or indirect material relationship with the Company.us. A material relationship is one which impairs or inhibits, or has the potential to impair or inhibit, a director’s exercise of critical and disinterested judgment on behalf of the Companyus and itsour stockholders. In determining whether a material relationship exists, the Board considers, among other things, whether a director is a current or former employee of the Company.ours. Annually, our counsel to the Company reviews the Board’s approach to determining director independence and recommends changes as appropriate.

Consistent with these considerations, the Board has determined that, during 2013,2015, all of theour directors, with the exception of Clifton R. Beckham,Mr. Thomas M. Glaser, who wasserved as our President and CEO from July 2015 to January 1, 20132016 and our Interim COO from April 2015 to February 18, 2013July 2015, and Mr. John M. Simone, who was our President and CEO from February 18, 2013 to December 31, 2013,July 2015, were independent directors.

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Committees

Risk Oversight

Our Board of Directors oversees an enterprise-wide approach to risk management, designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term operational performance and enhance stockholder value. A fundamental part of risk management is not only understanding the risks we face and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for us. The involvement of the full Board of Directors in evaluating our business strategy is a key part of its assessment of management’s appetite for risk and also a determining factor of what constitutes an appropriate level of risk for us. The full Board of Directors participates in this annual assessment as we believe that risk oversight is most effective when the full knowledge, experience, and skills of all directors are brought to bear on the complex subject of risk management.

In this process, risk is assessed throughout the business, focusing on the following primary areas of risk: financial risk, legal and compliance risk, technology, safety, and security risk, and operational and strategic risk. Within these primary areas of risk, our Board of Directors, with the input of management, has identified specific areas of risk that are pertinent to our business. Our Board of Directors receives reports and has discussions with management with respect to such areas. The Board of Directors makes assignments to certain members of management to provide reports and to answer to the Board of Directors with respect to such areas. Furthermore, our Board of Directors engages in discussions at the Board level and with management in an attempt to identify currently unknown risks.

While the full Board of Directors has the ultimate oversight responsibility for the risk management process, various committees of the Board also have responsibility for risk management. For example, the Audit Committee reviews internal controls over financial reporting and, in connection therewith, receives an annual risk assessment report from our internal auditors. Additionally, in setting compensation, the Executive Compensation Committee strives to create incentives that encourage a level of risk-taking behavior consistent with our overall business strategy. Finally, the Nominating and Corporate Governance Committee oversees enterprise risk. The Board’s role in risk oversight has not affected the leadership structure of our Board of Directors.


Board Leadership Structure.  

We separate the roles of CEO and Chairman of the Board in recognition of the differences between the two roles. The CEO is responsible for the execution of our strategic direction and our day-to-day leadership and performance, while the Chairman of the Board provides guidance to the CEO and participates in setting the agenda for Board meetings and presides over meetings of the Board. Under our bylaws, we have provided for a formal office of CEO and established certain duties of the CEO that were previously reserved to the President and Chairman of the Board.

We have no current plans to separate the CEO and President roles, and our bylaws recite that the CEO shall be the President unless a separate CEO and President shall be appointed.

Committees of the Board of Directors

Executive Compensation Committee

The purpose of the Executive Compensation Committee is to recommend, to the Board, matters pertaining to compensation of our executive officers and contributions to our 401(k) Investment Plan.officers. The Executive Compensation Committee is also responsible for administering the grants of options and other awards to executive officers and other employees under the 2004 Equity2014 Omnibus Incentive Plan. Our Executive Compensation Committee’s extensive process for making executive compensation decisions is explained in more detail below.  See “Executivein "Executive Compensation – Compensation Discussion and Analysis – Procedures.”

"

The charter for the Executive Compensation Committee as amended effective January 30, 2013, sets forth the purpose and responsibilities of the Executive Compensation Committee in greater detail. The Executive Compensation Committee reviews and reassesses the adequacy of its charter on an annual basis and recommends changes to the Board when appropriate. A copy of the Executive Compensation Committee’s charter is available at our Internet address website,http://www.usa-truck.com, under the “Corporate Governance”"Corporate Governance" tab of the “Investors”"Investor Relations" menu.

The Executive Compensation Committee met thirteen times during 2013.2015. The Executive Compensation Committee is comprised of Alexander D. Greene (Chairman), Richard B. Beauchamp, (Chairman), Terry A. Elliott, Robert A. PeiserE. Creager, and William H. Hanna,Gary R. Enzor, each of whom is an independent director. In determining the independence of our Executive Compensation Committee members, the Board considered several relevant factors, including, but not limited to, each director's source of compensation and affiliations. Specifically, each member of the Executive Compensation Committee (i) is independent under The NASDAQ Stock Market’s Listing Standards, including NASDAQ Rules 5605(a)(2) and 5605(d)(2)(A), (ii) meets the criteria set forth in Rule 10C-1(b)(1) under the Exchange Act, (iii) is an “outside director” as defined in Section 162(m) of the Internal Revenue Code, as amended (the “Code”), and U.S. Treasury Regulation Section 1.162-27; (iv) did not directly or indirectly accept any consulting, advisory, or other compensation fee from the Company, and (iv)(v) as determined by our Board, is not affiliated with the Company, any Company subsidiary or any affiliate of a Company subsidiary, and does not have any other relationship or accept any compensation from the Company, which would impair each respective member's judgment as a member of the Executive Compensation Committee.  In

During 2013, none of ourthe Executive Compensation Committee members hadselected an independent compensation consultant, Compensation Strategies, Inc. ("CSI"). CSI has provided analysis and recommendations that inform the Executive Compensation Committee’s decisions with respect to executive and director compensation in 2015 and 2016, including evaluating market pay data, providing analysis and input on program structure and providing updates on market trends and the regulatory environment as it relates to executive compensation. Pursuant to SEC rules and The NASDAQ Stock Market’s Listing Standards, the Executive Compensation Committee has assessed the independence of CSI, and concluded that no conflict of interest exists that would prevent CSI from independently advising the Executive Compensation Committee. In connection with this assessment, the Executive Compensation Committee considered, among others, the following factors: (i) the provision of other services to us by CSI, (ii) the amount of fees we paid to CSI as a percentage of CSI’s total revenue, (iii) CSI’s policies and procedures that are designed to prevent conflicts of interest, (iv) the absence of any business or personal relationship of CSI or the individual compensation advisors employed by CSI with any of our executive officers, (v) the absence of any business or personal relationship of the individual compensation consultant, legal consultant,advisors with any member of the Executive Compensation Committee, and (vi) the absence of any of our stock owned by CSI or the individual compensation advisors employed by CSI. CSI does not perform other advisor that was selected by or provided adviceservices for us, and will not do so without the prior consent of the Executive Compensation Committee. The Executive Compensation Committee has the sole authority to approve the terms of CSI’s engagement. CSI’s role in establishing the compensation of our Named Executive Officers, to the extent material, is addressed under "Executive Compensation Committee.

– Compensation Discussion and Analysis."

 

Report of the Executive Compensation Committee

In performing its duties, the Executive Compensation Committee, as required by the applicable rules and regulations promulgated by the SEC, issues a report recommending to the Board that our Compensation Discussion and Analysis be included in this Proxy Statement. TheReport of the Executive Compensation Committee for 2015 follows.

The Report of the Executive Compensation Committee shall not be deemed to be "soliciting material" or to otherwise be considered "filed" with the SEC, nor shall this report be subject to Regulation 14A or Regulation 14C (other than as indicated) or to the liabilities set forth in Section 18 of the Exchange Act. This Report of the Executive Compensation Committee also shall not be deemed to be incorporated by reference into any prior or subsequent filing with the SEC made by us under the Securities Act or the Exchange Act, notwithstanding any general statement contained in any such filings incorporated into this Proxy Statement by reference, except to the extent we incorporate such report by specific reference or treat it as soliciting material.

Executive Compensation Committee Report

The Executive Compensation Committee of the Board of Directors of USA Truck, Inc. has reviewed and discussed with management the Compensation Discussion and Analysis (as required by Item 402(b) of Regulation S-K of the U.S. Securities and Exchange Commission) contained in this Proxy Statement for the Annual Meeting of Stockholders to be held on May 3, 2016.

Based on that review and discussion, the Executive Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Company's Annual Report on Form 10-K for the year ended December 31, 2015.

Executive Compensation Committee:

Alexander D. Greene (Chairman)

Richard B. Beauchamp

Robert E. Creager

Gary R. Enzor

Executive Compensation Committee Interlocks and Insider Participation

The Executive Compensation Committee is comprised of Alexander D. Greene (Chairman), Richard B. Beauchamp, Robert E. Creager, and Gary R. Enzor. William H. Hanna, Robert A. Peiser, James D. Simpson, III, and Vadim Perelman also served on the Executive Compensation Committee at times during 2015. All of the members who served on the Executive Compensation Committee during 2015 were independent as defined by defined by Rule 5605(a)(2) of The NASDAQ Stock Market's Listing Standards.

No member of the Executive Compensation Committee was an officer or employee of the Company at any time during 2015 or as of the date of this Proxy Statement, nor is any member of the Executive Compensation Committee a former officer of the Company. In 2015, other than Mr. Perelman, no member of the Executive Compensation Committee had any relationship or transaction with the Company that would require disclosure as a "related person transaction" under Item 404 of Regulation S-K in this Proxy Statement under the section entitled "Certain Transactions." Mr. Perelman was a principal of one of our stockholders who engaged in a registered secondary offering in 2015, in which we participated. See “Certain Transactions” for details regarding this offering and our participation.

During 2015, none of our executive officers served as a member of the board of directors or compensation committee (or other board committees performing equivalent functions) of another entity, one of whose executive officers served on our Executive Compensation Committee or otherwise served on our Board. Additionally, during 2015, none of our executive officers served as a director of another entity, one of whose executive officers served as a member of our Board or Executive Compensation Committee.

See "Certain Transactions" for a description of certain transactions between us and our other directors, executive officers, or their affiliates and "Executive Compensation – Director Compensation" for a description of compensation of the members of the Executive Compensation Committee.

Audit Committee.  

The Audit Committee has primary responsibility for assisting and directing the Board in fulfilling its oversight responsibilities with respect to our auditing, accounting and financial reporting processes. The Audit Committee’s primary responsibilities include:

·  

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Monitoring our financial reporting processes and systems of internal controls regarding finance and accounting;

 

· 

●

Monitoring the independence and performance of our independent registered public accounting firm, and managing the relationship between us and our independent registered public accounting firm; and

· 

●

Providing an avenue of communication among the Board, the independent registered public accounting firm and our management.

The Audit Committee has exclusive power to engage, terminate and set the compensation of our independent registered public accounting firm. The Audit Committee also evaluates and makes recommendations to the full Board with respect to all related-party transactions and other transactions representing actual or potential conflicts of interest, and reviews all such transactions at least annually. The Board has adopted a written charter for the Audit Committee, which sets forth the purpose and responsibilities of the Audit Committee in greater detail. The Audit Committee reviewed and reassessed the adequacy of its formal written charter on March 31, 2014.  A copy of the Audit Committee’s charter, as amended effective October 17, 2012,of March 2, 2016, is available at our Internet address website,http://www.usa-truck.com, under the “Corporate Governance”"Corporate Governance" tab of the “Investors”"Investor Relations" menu.

The Audit Committee met ninesix times during 2013.2015. The Audit Committee is comprised of Terry A. Elliott (Chairman), Robert E. Creager (Chairman), Richard B. Beauchamp, James D. Simpson, III, and William H. Hanna. Gary R. Enzor also served on the Audit Committee at times during 2015. The Board has determined that Terry A. ElliottRobert E. Creager is an audit committee financial expert, as defined in Item 407(d)(5)(ii) of Regulation S-K, and meets the independence and financial sophistication requirements set forth in Rule 5605(c)(2)(A) of The NASDAQ Stock Market’s listing standards.

Listing Standards.

All of the members who served on the Audit Committee during 20132015 were independent as defined by Rule 5605(a)(2) of The NASDAQ Stock Market’s listing standardsListing Standards and meet the independence and other requirements set forth for audit committee members in Rule 5605(c)(2)(A) of those listing standards.Listing Standards. See “Report"Report of Audit Committee.”"

In performing its duties, the Audit Committee, as required by applicable rules of the SEC, issues a report recommending to the Board of Directors that our audited financial statements be included in our annual report on Form 10-K, and determines certain other matters, including the independence of our independent registered public accounting firm. The Audit Committee Report for 2015 is set forth below.

The Audit Committee Report shall not be deemed to be "soliciting material" or to otherwise be considered "filed" with the SEC, nor shall this report be subject to Regulation 14A or Regulation 14C (other than as indicated) or to the liabilities set forth in Section 18 of the Exchange Act. This Audit Committee Report also shall not be deemed to be incorporated by reference into any prior or subsequent filing with the SEC made by us under the Securities Act or the Exchange Act, notwithstanding any general statement contained in any such filings incorporating this Proxy Statement by reference, except to the extent we incorporate such report by specific reference or treat it as soliciting material.

Report of the Audit Committee

The primary purpose of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities relating to the quality and integrity of the Company’s financial reports and financial reporting processes and systems of internal controls over financial reporting. The Audit Committee does not prepare financial statements or perform audits, and its members are not auditors or certifiers of the Company’s financial statements. Rather, the Company’s management has primary responsibility for the Company’s financial statements and the overall reporting process, including maintenance of the Company’s system of internal controls. The Company retains an independent registered public accounting firm, which is responsible for conducting an independent audit of the Company’s financial statements and the Company’s internal controls over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States) and issuing reports thereon.

In performing its duties, the Audit Committee has reviewed and discussed with management and the Company’s registered independent public accounting firm the Company’s financial statements, management’s assessment of internal controls over financial reporting, and the effectiveness of internal controls over financial reporting and, in issuing this report, has relied upon the responses and information provided to the Audit Committee by management and such accounting firm. For the fiscal year ended December 31, 2015, the Audit Committee (i) reviewed and discussed the audited financial statements, management’s assessment of internal controls over financial reporting, and the effectiveness of internal controls over financial reporting with management and Grant Thornton LLP, the Company’s independent registered public accounting firm; (ii) discussed with the independent registered public accounting firm the matters required to be disclosed by Statement on Auditing Standards No. 61,Communication with Audit Committees, as may be modified, supplemented, or amended; (iii) received and discussed with the independent registered public accounting firm the written disclosures and the letter from such accounting firm required by Independence Standards Board Statement No. 1,Independence Discussions with Audit Committees, as amended; and (iv)  discussed with the independent registered public accounting firm its independence. The Audit Committee also met in periodic executive sessions with representatives of the independent registered public accounting firm, management, and the Company’s internal audit personnel during 2015.

 
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Based on the foregoing reviews and meetings, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2015, for filing with the SEC.

Audit Committee:

Robert E. Creager (Chairman)

Richard B. Beauchamp

James D. Simpson, III

William H. Hanna

 

Nominating and Corporate Governance Committee.  

The Nominating and Corporate Governance Committee has responsibility to (a) recommendis responsible for (i) recommending to the full Board corporate governance guidelines applicable to the Company, (b) leadus, (ii) leading the Board in its annual review of the Board’s performance, (c) identify(iii) identifying individuals qualified to become Board members consistent with criteria approved by the Nominating and Corporate Governance Committee of the Board, (iv) overseeing enterprise risk, and (d) perform(v) performing such other functions as are customarily performed by nominating and corporate governance committees. The members of the Nominating and Corporate Governance Committee are Gary R. Enzor (Chairman), William H. Hanna, (Chairman), Richard B. Beauchamp, Terry A. Elliott,Alexander D. Greene, and James D. Simpson, III. Robert A. Peiser, Robert E. Creager, and James D. Simpson, III, eachVadim Perelman also served on the Nominating and Corporate Governance Committee at times during 2015. All of whom is anthe directors who served on the Nominating and Corporate Governance Committee during 2015 were independent director as set forth indefined by Rule 5605(a)(2) of The NASDAQ Stock Market's listing standards.Listing Standards. The Board has adopted a written charter for the Nominating and Corporate Governance Committee, which sets forth the purpose and responsibilities of the Nominating and Corporate Governance Committee in greater detail. The Nominating and Corporate Governance Committee reviews and reassesses the adequacy of its charter on an annual basis and recommends changes to the Board when appropriate. A copy of the Nominating and Corporate Governance Committee’s charter, as amended effective February 27, 2013,of March 2, 2016, is available at our Internet address website,http://www.usa-truck.com, under the “Corporate Governance”"Corporate Governance" tab of the “Investors”"Investor Relations" menu.

The Nominating and Corporate Governance Committee met five times during 2013.2015. In accordance with the Nominating and Corporate Governance Committee’s charter, in order to be considered a director nominee, a person’s (including an incumbent director’s) nomination must be approved by both a majority vote of the Nominating and Corporate Governance Committee and the vote of a majority of all directors.

Whenever a determination has been made that it is necessary to nominate one or more persons, in addition to incumbent directors, the Nominating and Corporate Governance Committee will have primary authority for identifying persons who meet certain minimumour required qualifications and who otherwise have the experience and abilities necessary to serve as effective members of the Board. The Nominating and Corporate Governance Committee may delegate this identification function to one or more of its members. In performing this function, the Nominating and Corporate Governance Committee may rely on such resources as it deems appropriate, including, without limitation, recommendations from our management, from our incumbent directors, from third parties or from stockholders. In addition, the Nominating and Corporate Governance Committee may, at our expense, engage the services of professional search firms or other consultants or advisers and may pay them such fees as the Nominating and Corporate Governance Committee shall determine to be reasonable and appropriate.

Each nominee should be committed to the Company’sour basic beliefs as set forth in the Company’sour Code of Business Conduct and Ethics and shall be an individual of integrity, intelligence, and strength of character. In addition, each nominee should have, among other attributes:

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a reputation both personal and professional, consistent with theour image and reputation of the Company;reputation;

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relevant expertise and experience, including educational or professional backgrounds and should be able to offer advice and guidance to our management of the Company based on that expertise and experience;

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a working knowledge of corporate governance issues and the changing role of boards;

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demonstrated management and/or business skills or experience that will contribute substantially to the management of the Company;

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a general understanding of marketing, finance, and other disciplines relevant to the success of a publicly traded company in today’s business environment; and

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an understanding of the Company’sour business and the general trucking or transportation industry, or the willingness and ability to develop such an understanding.

Finally, in identifying and selecting persons for consideration as nominees, the Nominating and Corporate Governance Committee will consider the rules and regulations of the SEC and The NASDAQ Stock Market Listing Standards (or such other stock exchange or stock market on which our securities may be listed or traded from time to time) regarding the composition of the Board and the qualifications of its members.

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The Nominating and Corporate Governance Committee may take such actions as it deems appropriate to evaluate whether each person who has been recommended or proposed for approval as a nominee meets the minimum qualifications, as described above, and set forth in the Nominating and Corporate Governance Committee charter, and otherwise has the experience and abilities necessary to be an effective member of the Board. These procedures may include at least one personal interview of the candidate by the Nominating and Corporate Governance Committee, discussions with qualified representatives of companies or firms by which the candidate is or has previously been employed or on whose boards of directors the candidate is serving or has previously served, or with such other persons as the Nominating and Corporate Governance Committee deems appropriate to rely upon as references for the candidate, and completion of a questionnaire regarding the candidate’s prior employment and service on boards of directors, criminal convictions or sanctions, and other matters deemed appropriate by the Nominating and Corporate Governance Committee.

 

As set forth in detail in the Nominating and Corporate Governance Committee charter, it is generally the policy of the Nominating and Corporate Governance Committee to consider stockholder recommendations of proposed director nominees if such recommendations are serioustimely received and timely received.otherwise comply with the requirements set forth in our bylaws and applicable SEC rules. The Nominating and Corporate Governance Committee will evaluate any stockholder recommendations pursuant to the same procedures that it follows in connection with consideration of recommendations received from any other source. Stockholders must submit such recommendations in the manner and by the dates specified for stockholder nominations in our bylaws. To be timely under our bylaws, recommendations must be received in writing at our principal executive offices, 3200 Industrial Park Road, Van Buren, Arkansas 72956, not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding Annual Meeting. For the 20152017 Annual Meeting, stockholder recommendations must be received by us no earlier than January 23, 20153, 2017 and no later than February 22, 2015.2, 2017. In addition, pursuant to our bylaws, any recommendation of a director submitted by a stockholder must include the following information:

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the proposed nominee’s name, age, business address and residence address;

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the proposed nominee’s principal occupation or employment and business experience;

· the proposed nominee’s educational background;
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the class and number of shares of our stock of the Company owned by the proposed nominee;nominee and additional information concerning nature of ownership and any risk mitigation arrangements;

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such other information as is required to be disclosed in solicitations of proxies with respect to nominees for election as directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, including, without limitation, confirmation that the nomineenomination is from a stockholder of the Company who is the record or beneficial owner of at least 1% or $2,000 in market value of the shares of stock entitled to be voted at our next Annual Meeting, and who has held such shares for at least one year;

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the nominating stockholder’s (and any beneficial holder’s) name and address, as they appear on the Company’s books; andrecord address;

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the class and number of shares of our stock of the Company beneficially owned by the nominating stockholder and the date or datesany beneficial owner and additional information concerning nature of acquisition thereof.ownership and any risk mitigation arrangements;

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a description of any arrangements between such holder and the nominee pursuant to which the nomination is being made, and any material interest of such holder in the nomination;

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a representation that the nominating holder intends to appear in person at the annual meeting to nominate the nominee; and

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any other information required by Regulation 14A.

Executive Committee

During 2015 the Board formed an Executive Committee to address matters relating to our CEO transition. The Executive Committee was comprised of Messrs. Peiser, Beauchamp, Enzor, Hanna, Creager, Simpson, Greene, and Glaser. The Executive Committee met three times during 2015.

Criteria and Diversity

In considering whether to recommend any candidate for inclusion in the Board’s slate of recommended director nominees, including candidates recommended by stockholders, the Nominating and Corporate Governance Committee will apply criteria to include the candidate’s integrity, business acumen, age, experience, commitment, diligence, conflicts of interest and the ability to act in the interests of all stockholders. The value of diversity on the Board will be considered by the Nominating and Corporate Governance Committee in the director identification and nomination process. The Nominating and Corporate Governance Committee seeks nominees with a broad diversity of experience, professions, skills, geographic representation and backgrounds. The Nominating and Corporate Governance Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. The Company believesWe believe that the backgrounds and qualifications of the directors, considered as a group, should provide a significant composite mix of experience, knowledge and abilities that will allow the Board to fulfill its responsibilities. We assess the effectiveness of our policies and practices on Board diversity in connection with assessing the effectiveness of our Board as a whole. Nominees are not discriminated against on the basis of race, religion, national origin, sexual orientation, disability or any other basis proscribed by law.

 

In order to be considered by the Board, any candidate proposed by one or more stockholders will be required to submit appropriate biographical and other information equivalent to that required of all other director candidates.

Additional Corporate Governance Policies

We are committed to having sound corporate governance principles, which isare essential to maintaining our integrity in the marketplace.  In 2013, theThe Board has adopted additional guidelines for membership on the Board.  These guidelines includeBoard, including (i) a retirement policy, whereby no person will be appointed or stand for election as a director of the Company after his or her seventy-fifth birthday, unless waived by a majority vote of the Board; (ii) a majority vote policy, whereby a director who is subject to an uncontested election at any stockholder meeting shall promptly tender his or her resignation for consideration by the Nominating and Corporate Governance Committee if such director receives a greater number of votes "withheld" from or voted "against" his or her nomination than are voted "for" such election, excluding abstentions; (iii) a Company stock ownership policy, whereby each director should own Company Common Stockcommon stock with a cumulative value of not less than $100,000, based on the grant price of the stock at the time it was granted or the cost of the stock at the time it was acquired, and should attain such ownership within four years from the date the director first becomes a member of the Board, or January 30, 2017, for directors serving on the Board as of the date the guideline was adopted; (iv) a policy requiring a non-employee director to submit his or her resignation to the Nominating and Corporate Governance Committee if such director's principal occupation or business association changes substantially during his or her tenure as a director, so that the Nominating and Corporate Governance Committee can consider the appropriateness of continued Board membership under the circumstances; and (v) a policy directing Board members to advise the Nominating and Corporate Governance Committee before accepting membership on other public boards of directors, any public audit committee, or other significant committee assignment, and before establishing other significant relationships with businesses, institutions, governmental units, or regulatory entities, particularly those that may result in significant time commitments, a change in the director's relationship to the Company, or a conflict of interest. The Board has also directed that the Nominating and Corporate Governance Committee be responsible for administering these guidelines and reporting to the Board no less than annually regarding compliance with these guidelines. Please see Exhibit B to the Nominating and Corporate Governance Committee charter for additional details regarding the foregoing guidelines. Further,

Other Board and Corporate Governance Matters

We are committed to conducting our business in accordance with the highest ethical standards. As part of that commitment, the Board acceleratedhas adopted a Code of Business Conduct and Ethics ("Code of Ethics") applicable to all directors, officers and employees, which sets forth the terminationconduct and ethics expected of all our affiliates and employees, a copy of which is available at our website,http://www.usa-truck.com, under the "Corporate Governance" tab of the stockholder rights plan as"Investor Relations" menu. In addition, any amendments to, or waivers of, April 11, 2014.any provision of the Code of Ethics that apply to our principal executive, financial, and accounting officers, or persons performing similar functions, will be posted at that same location on our website. The Nominating and Corporate Governance Committee is responsible for, in part, recommending to the full Board corporate governance guidelines applicable to us and leading the Board in its annual review of the Board’s performance.

We adopted a Policy Statement and Procedures for Reporting of Violations and Complaints ("Whistleblower Policy"), a copy of which is available at our website,http://www.usa-truck.com, under the "Corporate Governance" tab of the "Investor Relations" menu. The Whistleblower Policy is intended to create a workplace environment that encourages open and honest communication and to hold the Company and our personnel, including senior management, accountable for adhering to our ethical standards. The Whistleblower Policy establishes procedures for any person to report violations, by us or any of our personnel, of our Code of Ethics or any laws, rules or regulations without fear of retaliation. The Whistleblower Policy also contains special procedures for submission, by employees, of confidential, anonymous complaints involving our accounting practices and internal accounting controls.

We also adopted a Shareholder Communications with Directors Policy, which describes the manner in which stockholders can send communications to the Board and sets forth our policy regarding Board members’ attendance at Annual Meetings. This Policy is available at our website,http://www.usa-truck.com under the "Corporate Governance" tab of the "Investor Relations" menu.


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PROPOSAL TWO: ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION 

In accordance with thecertain requirements of Section 14A of the Securities Exchange Act of 1934 (which waswere added by the Dodd-Frank Wall Street Reform and Consumer Protection Act and the related rules of the Securities and Exchange Commission), and in response to the stockholders’ advisory and non-binding vote at the Annual Meeting  held on May 4, 2011, we are including in this proxy statement a separate resolution, subject tonon-binding stockholder vote on a resolution to approve in a non-binding vote, the compensation of our Named Executive Officers.

Officers (so-called “Say on Pay”). 

As described in more detail in the Executive Compensation"Executive Compensation" section of this proxy statement,Proxy Statement, the Executive Compensation Committee has structured our executive compensation program to achieve the following key objectives:

Objective
ObjectiveHow Our Executive Compensation Program Achieves This Objective
Align compensation with our business objectives and the interests of our stockholders.
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We incorporate cash and equity compensation components into our program to provide incentives for short-term and long-term objectives.

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Annual cash and equity incentives based on targets with objective, measurable criteria keep management focused on near-term results. Caps on cash awards are built into our plan design.

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The equity compensation component, which historicallyrecently has contained a mixconsisted of restricted stock with performance-based and stock options, each withtime-based vesting requirements, is designed to align our management compensation with longer-term increases in stockholder value and expose the holder to the risk of downward stock prices and volatility.

Encourage and reward high levels of performance.

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We attempt to keep base salaries relatively low and weight overall compensation toward incentive cash and equity-based compensation that rewards high levels of performance.

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A substantial portion of the total cash compensation component is in the form of a performance-based annual incentive that allowsincentive. For 2015 and 2016, our CEO was eligible to earn a maximum cash bonus of up to 150% of his base salary and our other Named Executive Officers were eligible to achieveearn maximum cash bonuses of up to 50% to 100% of salary by exceeding the performance targets.

their base salaries.

Recognize and reward the achievement of corporate goals.

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In 2015, our incentive cash bonuses were based upon achievement of certain levels of 2015 consolidated operating income, consolidated operating ratio, and 2014, our single performance measure is related to pretax incomeconsolidated return on invested capital (“ROIC”) and certain departmental and individual goals, as the Executive Compensation Committee wanted to reinforceemphasize a key metric that was executed to improve profitability. In 2015, the importanceperformance-based vesting of returningour long-term equity awards was based upon achievement of certain levels of ROIC over the three-year performance period, ending December 31, 2017, as the Executive Compensation Committee wanted to profitability.

emphasize a key metric that measures profitability and capital efficiency, as well as correlating strongly with stockholder value.

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In 2016, our incentive cash bonuses are based upon achievement of certain levels of 2016 asset light net revenue, Trucking segment operating ratio, ROIC, subject to certain adjustments and certain departmental and personal goals, with a particular emphasis on growth of our asset light operations, profitability of our Trucking segment and efficient use of capital on a consolidated basis.

Attract and retain executive officers who contribute to our long-term success.

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We review publicly available data regarding all elements of compensation paid by trucking companies with similar size or operations to ensure we are competitive, and have engaged an independent compensation consultant to advise on our 20142015 compensation structure, as described in “Executive Compensation”"Executive Compensation" beginning on page 2516 of this Proxy Statement.

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Emphasis on share-based compensation that is linked to achievement of specified performance goals, and appreciation in the market price of our Common Stock, and which is also subject to multi-year vesting requirements, is intended to promote long-term ownership.

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We have a relatively young management team compared to our peers and believe that structuring a large variable share-based component into their compensation that is share-based has retention benefits.

 

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We urge stockholders to read “Executive Compensation”"Executive Compensation" beginning on page 2516 of this Proxy Statement, which describes, in more detail, how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives, as well as the Summary Compensation Table and other related compensation tables and narrative, appearing on pages 3529 through 38,35, which provide detailed information on the compensation of our Named Executive Officers. The Executive Compensation Committee and the Board believe that the policies and procedures articulated in “Executive Compensation”"Executive Compensation" are effective in achieving our goals.

The Board has adopted a policy of providing for an annual “say-on-pay”"say-on-pay" advisory vote. Accordingly, we are asking our stockholders to approve, in an advisory and non-binding vote, the following resolution in respect of this Proposal TWO:

“

"RESOLVED, that the stockholders approve, in an advisory and non-binding vote, the compensation of the Company’s Named Executive Officers as disclosed in the Proxy Statement relating to the Company’s Annual Meeting of Stockholders to be held on May 23, 2014.”

3, 2016."

The Board recommends a vote “"FOR”" Proposal TWO.

All duly submitted and unrevoked proxies will be voted FOR Proposal TWO, unless otherwise instructed.

Unless the Board modifies its policy on the frequency of future “say-on-pay”"say-on-pay" advisory votes, the next “say-on-pay”"say-on-pay" advisory vote will be held at the 20152017 Annual Meeting of Stockholders.

PROPOSAL THREE:  APPROVAL OF THE USA TRUCK, INC. 2014 OMNIBUS INCENTIVE PLAN
Introduction
On February 25, 2014,

Executive Officers

The names and other biographical data for our Board adopted the USA Truck, Inc. 2014 Omnibus Incentive Plan (the “Incentive Plan”) and recommended that it be submitted to our stockholders for their approval at the Annual Meeting.  If approved by our stockholders, the Incentive Plan will be effective as of the date of the Annual Meeting.  The Incentive Plan is intended to replace the USA Truck, Inc. 2004 Equity Incentive Plan (the “2004 Plan”).  If the Incentive Plan is approved by our stockholders, no further awards would be made after such date under the 2004 Plan.  The following table provides important information concerning our existing equity compensation plans as of December 31, 2013:

Plan categoryNumber of securities to be issued upon exercise of outstanding options, warrants and rightsWeighted-average exercise price of outstanding options, warrants and rightsNumber of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
 (a)(b)(c)
Equity compensation plans approved
by security holders(1)
109,871
    $9.49 (2)
 584,211
Equity compensation plans not
approved by security holders
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Total109,871$9.49 584,211
(1)  Includes the 2004 Plan.
(2)  Excludes shares of restricted stock, which do not require the payment of exercise prices.
A summary of the Incentive Plan appears below.  This summary is qualified in its entirety by reference to the text of the Incentive Plan, a copy of which is included as Appendix A to this Proxy Statement.  You are urged to read the actual text of the Incentive Plan in its entirety.  Unless otherwise defined in this summary, capitalized terms used in this summary have the meanings given to such terms in the Incentive Plan.
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Purposes
The purposes of the Incentive Plan are to: (i) provide our employees with an opportunity to purchase Common Stock in a manner that reinforces our performance goals and provides an incentive to continue employment with us and work toward our long-term growth, development, and financial success; (ii) attract, motivate, and retain qualifiedcurrent executive officers and other key personnel by providing them with long-term incentives and reward such employees by the issuance of equity grants so that these directors and employees will contribute to and participate in our long-term performance; and (iii) align our executives' and stockholders' short- and long-term interests by creating a strong and direct link between executive pay and stockholder return.  In furtherance of these purposes, the Incentive Plan authorizes the grant of stock options and restricted stock, subject to applicable law, to our employees, directors, and consultants.
Reasons for Seeking Stockholder Approval of the Incentive Plan
The Board of Directors believes that our success in executing our strategy is largely due to the efforts of our hard-working employees and that our future success will depend on our ability to continue to attract and retain high caliber employees.  The Board of Directors believes that equity-based grants to employees are a highly effective recruiting and retention tool that allows our employees to share in the ownership of our Company and contribute to our revenue and earnings growth by aligning the long-term interests of our management and employees with those of our stockholders.
Accordingly, the Board is asking our stockholders to approve the following resolution in respect of this Proposal THREE:
“RESOLVED, that the stockholders approve the adoption of the Company’s 2014 Omnibus Incentive Plan as disclosed in the Proxy Statement relating to the Company’s Annual Meeting of Stockholders to be held on May 23, 2014.”
The Board recommends a vote “FOR” Proposal THREE.
All duly submitted and unrevoked proxies will be voted FOR Proposal THREE, unless otherwise instructed.
Description of the Incentive Plan
The Incentive Plan will authorize the grant of Performance Awards, stock options, stock appreciation rights, Stock Awards, Restricted Stock Unit Awards, performance units, any other form established by the Executive Compensation Committee pursuant to Section 4.2(j) of the Incentive Plan, or a combination thereof.  Each Award will be subject to the terms, conditions, restrictions, and limitations of the Incentive Plan and the Award Notice for such Award.  Under the Incentive Plan, Awards made under a particular Article of the Incentive Plan need not be uniform and Awards under two or more Articles of the Incentive Plan may be combined into a single Award Notice.  Any combination of Awards may be granted at one time and on more(other than one occasion to the same Participant.
Each of our Named Executive Officers will be eligible to participate in our Incentive Plan.  We will use the Incentive Plan to, among other things, (i) provide annual incentives to executive officers in a manner designed to reinforce our performance goals, (ii) attract, motivate, and retain qualified executive officers by providing them with long-term incentives, and (iii) align our executives' and stockholders' short- and long-term interests by creating a strong and direct link between executive pay and stockholder return.
The Incentive Plan will allow the Executive Compensation Committee to link compensation to performance over a period of time by granting Awards that have multiple-year vesting schedules.  Awards with multiple-year vesting schedules, such as restricted stock grants, provide balance to the other elements of our compensation program that otherwise link compensation to our short-term performance.  Awards with multiple-year vesting schedules create an incentive for executive officers to increase stockholder value over an extended period of time because the value received from such Awards is based upon the growth of the stock price.  Such Awards also incentivize executives to remain with us over an extended period of time.  Thus, we believe the Incentive Plan will be an effective way of aligning the interests of our executive officers with those of our stockholders.  A description of the Awards that may be made pursuant to the Incentive Plan follows.  Such descriptions are qualified in their entirety by reference to the text of the Incentive Plan, attached as Appendix A to this Proxy Statement.
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Stock Options.  Pursuant to the Incentive Plan, the Executive Compensation Committee may grant Awards in the form of stock options to purchase shares of Common Stock, which stock options may be non-qualified or incentive stock options for federal income tax purposes. Stock options granted under the Incentive Plan will vest and become exercisable at such times and upon such terms and conditions as may be determined by the Executive Compensation Committee.  Any stock option granted in the form of an incentive stock option must satisfy the requirements of Section 422 of the Internal Revenue Code (the “Code”).  The exercise price per share of Common Stock for any stock option cannot be less than 100% of the fair market value of a share of Common Stock on the day that the stock option is granted.  In addition, the term of the stock option may not exceed ten years.  In case of an incentive stock option granted to an employee Participant who owns, directly or indirectly (as determined by reference to Section 424(d) of the Code), at the time the option is granted, stock possessing more than 10 percent of the total combined voting power of our stock, the exercise price per share of Common Stock for any stock option will not be less than 110% of the fair market value of a share of Common Stock on the day that the stock option is granted, and the term of the stock option may not exceed five years. The exercise price of any stock option granted pursuant to the Incentive Plan may not be subsequently reduced by amendment or cancellation and substitution of such stock option or any other action of the Executive Compensation Committee without stockholder approval, subject to the Executive Compensation Committee's authority to adjust Awards upon certain events as set forth in the Incentive Plan and as described below under “Adjustments Upon Certain Events.”  The type (incentive or non-qualified), vesting, exercise price, and other terms of each stock option will be set forth in the Award Notice for such stock option.
A stock option may be exercised by paying the exercise price in cash or its equivalent and/or, to the extent permitted by the Executive Compensation Committee and applicable law, shares of Common Stock, a combination of cash and shares of Common Stock, or through the delivery of irrevocable instruments to a broker to sell the shares obtained upon the exercise of the stock option and to deliver to us an amount equal to the exercise price.
Stock Appreciation Rights.  The Executive Compensation Committee may grant Awards in the form of stock appreciation rights, either in tandem with a stock option (“Tandem SARs”) or independent of a stock option (“Freestanding SARs”).  The exercise price of a stock appreciation right is an amount determined by the Executive Compensation Committee, but in no event is such amount less than 100% of the fair market value of a share of Common Stock on the date that the stock appreciation right was granted or, in the case of a Tandem SAR, the exercise price of the related stock option.
A Tandem SAR may be granted either at the time of grant of the related stock option or at any time thereafter during the term of the related stock option.  A Tandem SAR will be exercisable to the extent its related stock option is exercisable.  Each Tandem SAR will entitle the holder of such stock appreciation right to surrender the related stock option and to receive an amount equal to (i) the excess of (A) the fair market value on the exercise date of one share of Common Stock over (B) the stock option exercise price per share of Common Stock, times (ii) the number of shares of Common Stock covered by the stock option that is surrendered.  Upon the exercise of a stock option as to some or all of the shares of Common Stock covered by such stock option, the related Tandem SAR is automatically canceled to the extent of the number of shares of Common Stock covered by the exercise of the stock option.
Each Freestanding SAR will entitle the holder of such stock appreciation right upon exercise to an amount equal to (i) the excess of (A) the fair market value on the exercise date of one share of Common Stock over (B) the exercise price, times (ii) the number of shares of Common Stock covered by the Freestanding SAR and as to which the stock appreciation right is exercised.
The type (Tandem SAR or Freestanding SAR), exercise price, vesting, and other terms of each stock appreciation right will be set forth in the Award Notice for such stock appreciation rights.  Payment of stock appreciation rights may be made in shares of Common Stock or in cash, or partly in shares of Common Stock and partly in cash, as determined by the Executive Compensation Committee.
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Other Stock-Based Awards.  The Executive Compensation Committee may grant Awards in the form of Stock Awards (for either unrestricted or restricted shares of Common Stock), Restricted Stock Unit Awards, and other Awards that are valued in whole or in part by reference to, or are otherwise based on the fair market value of, Common Stock.  Such other stock-based Awards are in such form, and dependent on such conditions, as the Executive Compensation Committee determines, including, without limitation, the right to receive, or vest with respect to, one or more shares of Common Stock (or the equivalent cash value of such shares of Common Stock) upon the completion of a specified period of service, the occurrence of an event, and/or the attainment of performance objectives.  In addition, the Executive Compensation Committee may choose, at the time of grant of a stock-based Award, or any time thereafter up to the time of the payment of such Award, to include as part of such Award an entitlement to receive dividends or dividend equivalents on the shares of Common Stock underlying such Award, subject to such terms, conditions, restrictions, and/or limitations, if any, as the Executive Compensation Committee may establish.  The restrictions, conditions, and other terms of each stock-based Award will be set forth in the Award Notice for such Award.
Performance Units.  The Executive Compensation Committee may grant Awards in the form of performance units, which are units valued by reference to designated criteria established by the Executive Compensation Committee other than Common Stock.  Performance units will be in such form, and dependent on such conditions, as the Executive Compensation Committee determines, including, without limitation, the right to receive a designated payment upon the completion of a specified period of service, the occurrence of an event, and/or the attainment of performance objectives.  The form, applicable conditions, and other terms of each performance unitMr. Rogers) are set forth in the Award Notice for such performance unit.
Performance Awards.  Performance Awards are designed to reward executive officers for their contributions to our financial and operating performance and will be based primarily upon our financial results and certain operating statistics that the Executive Compensation Committee identifies each year as being important to our success.  Performance Awards are Awards structured to qualify as deductible “performance-based” compensation for purposes of Section 162(m) of the Code.  Performance Awards may take the form of cash, Stock Awards, Restricted Stock Unit Awards, or performance units that are conditioned upon the satisfaction of enumerated performance criteria during a stated performance period, which Awards, in addition to satisfying the requirements otherwise applicable to that type of Award generally, also satisfy the requirements of Performance Awards under the Incentive Plan.
Performance Awards must be based upon one or more of the following performance criteria: (i) revenues (including, without limitation, measures such as revenue per mile (loaded or total) or revenue per tractor), (ii) net revenues, (iii) fuel surcharges, (iv) accounts receivable collection or days sales outstanding, (v) cost reductions and savings (or limits on cost increases), (vi) safety and claims (including, without limitation, measures such as accidents per million miles, number of significant accidents, number of worker's compensation claims, changes in safety scores and ratings), (vii) operating income, (viii) operating ratio, (ix) operating margin, (x) income before taxes, (xi) net income, (xii) earnings before interest and taxes (EBIT), (xiii) earnings before interest, taxes, depreciation, and amortization (EBITDA), (xiv) adjusted net income, (xv) diluted earnings per share, (xvi) adjusted diluted earnings per share, (xvii) stock price, (xviii) working capital measures, (xix) assets, (xx) return on assets, (xxi) return on revenues, (xxii) debt-to-equity or debt-to-capitalization (in each case with or without lease adjustment), (xxiii) leverage measures, (xxiv) productivity and efficiency measures (including, without limitation, measures such as driver turnover, trailer-to-tractor ratio, tractor-to-non-driver ratio, average revenue per tractor, average percentages of loaded and empty miles, average fuel savings, and fuel surcharge revenues), (xxv) cash position, (xxvi) return on stockholders’ equity, (xxvii) return on invested capital, (xxviii) cash flow measures (including, without limitation, free cash flow), (xxix) net margin, (xxx) gross margin, (xxxi) market share, (xxxii) stockholder return, (xxxiii) economic value added, or (xxxiv) completion of acquisitions (either with or without specified size).  In addition, the Executive Compensation Committee may establish, as an additional performance measure, the attainment by a Participant of one or more personal objectives and/or goals that the Executive Compensation Committee deems appropriate, including, but not limited to, implementation of Company policies, negotiation of significant corporate transactions, development of long-term business goals or strategic plans, or the exercise of specific areas of managerial responsibility.  The performance goals set by the Executive Compensation Committee may be expressed on an absolute and/or relative basis, and may include comparisons with our past performance (including the performance of one or more of our divisions) and/or the current or past performance of other peer group companies or indices.
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For each performance period, the Executive Compensation Committee will designate, in its sole discretion, within the initial period allowed under Section 162(m) of the Code, which persons are eligible for Performance Awards for such period, the length of the performance period, the types of Performance Awards to be issued, the performance criteria to be used to establish performance goals, the kind or level of performance goals, and other relevant matters.
After the close of each performance period, the Executive Compensation Committee will determine whether the performance goals for the period have been achieved.  In determining the actual award to be paid to a Participant, the Executive Compensation Committee will have the authority to reduce or eliminate, but not increase, any Performance Award earned by the Participant, based upon any objective or subjective criteria it deems appropriate.  The Award Notice for each Performance Award will set forth or make reference to the performance period, performance criteria, performance goals, performance formula, performance pool, and other terms applicable to such Performance Award.
Administration
The Incentive Plan will be administered by the Executive Compensation Committee, or such other committee as may be designated by the Board of Directors, which consists of at least two individuals who are intended to qualify both as “non-employee directors” within the meaning of Rule 16b-3 under the Exchange Act, and as “outside directors” within the meaning of the definition of such term as contained in Section 1.162-27(e)(3) of the Treasury Regulations, or any successor definition adopted under Section 162(m) of the Code.
The Executive Compensation Committee may allocate all or any portion of its responsibilities and powers under the Incentive Plan to any one or more of its members, the Company’s CEO, or other senior members of management as the Executive Compensation Committee deems appropriate; however, only the Executive Compensation Committee, or another committee consisting of two or more individuals who qualify both as “non-employee directors” and as “outside directors,” may select and grant Awards to Participants who are subject to Section 16 of the Exchange Act or are “covered employees” pursuant to Section 1.162-27(c)(2) of the Treasury Regulations, or any successor definition adopted under Section 162(m) of the Code.  The Executive Compensation Committee may revoke any such allocation or delegation at any time for any reason with or without prior notice.
The Executive Compensation Committee will have broad authority in its administration of the Incentive Plan, including, but not limited to, the authority to interpret the Incentive Plan; to establish rules and regulations for the operation and administration of the Incentive Plan; to determine eligibility for participation in the Incentive Plan; to select the persons to receive Awards; to determine the type, size, terms, conditions, limitations, and restrictions of Awards, including, without limitation, terms regarding vesting, exercisability, assignability, expiration and the effect of certain events, such as a change of control in the Company or the Participant's death, disability, retirement, or termination as a result of breach of agreement; to create additional forms of Awards consistent with the terms of the Incentive Plan; to allow for the deferral of Awards; and to take all other action it deems necessary or advisable to administer the Incentive Plan.
To facilitate the granting of Awards to Participants who are employed or retained outside of the United States, the Executive Compensation Committee will be authorized to modify and amend the terms and conditions of an Award to accommodate differences in local law, policy, or custom.
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Shares Available and Maximum Awards
A total of 500,000 shares of Common Stock will be available for grant of Awards under the Incentive Plan.  In addition, any shares of Common Stock related to Awards under the Incentive Plan that terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of such shares, are settled in cash in lieu of shares of Common Stock, or are exchanged for Awards not involving shares of Common Stock will become available again under the Incentive Plan.  Notwithstanding anything contained in the Incentive Plan to the contrary, the following shares shall not become available for issuance under the Incentive Plan: (a) shares tendered by Participants as full or partial payment to the Company upon exercise of stock options granted under the Incentive Plan; (b) shares reserved for issuance upon the grant of SARs, to the extent the number of reserved shares exceeds the number of shares actually issued upon exercise of the SARs; (c) shares withheld by, or otherwise remitted to, the Company to satisfy a Participant’s tax withholding obligations upon the lapse of restrictions on Restricted Stock or the exercise of stock options or SARs granted under the Incentive Plan or upon any other payment or issuance of shares under the Incentive Plan; (d) shares that were reserved for issuance under the 2004 Plan; and (e) shares that are related to Awards granted under the 2004 Plan that terminate by expiration, forfeiture, cancellation or otherwise without the issuance of such shares, are settled in cash in lieu of Common Stock, or are exchanged with the Committee’s permission for Awards not involving Common Stock.  The number of shares of Common Stock available under the Incentive Plan may be adjusted to reflect the occurrence of certain events (described under “Adjustments Upon Certain Events”).  The shares of Common Stock available for issuance under the Incentive Plan may be authorized and unissued shares or treasury shares, including shares purchased in open market or private transactions.
The maximum Award granted or payable to any one Participant under the Incentive Plan for a calendar year will be 125,000 shares of Common Stock, subject to the Executive Compensation Committee’s authority to adjust Awards upon certain events (described under “Adjustments Upon Certain Events”), or, in the event the Award is paid in cash, $1.25 million.
The Executive Compensation Committee will have the exclusive power and authority, consistent with the provisions of the Incentive Plan, to establish the terms and conditions of any Award and to waive any such terms or conditions (described under “Administration”).  Because the benefits conveyed under the Incentive Plan will be at the discretion of the Executive Compensation Committee, it is not possible to determine what benefits Participants will receive under the Incentive Plan.
Payment Terms
Awards may be paid in cash, shares of Common Stock, a combination of cash and shares of Common Stock, or in any other permissible form, as the Executive Compensation Committee determines.  Payment of Awards may include such terms, conditions, restrictions and/or limitations, if any, as the Executive Compensation Committee deems appropriate, including, in the case of Awards paid in shares of Common Stock, restrictions on transfer of such shares and provisions regarding the forfeiture of such shares under certain circumstances.
At the discretion of the Executive Compensation Committee, a Participant may defer payment of any Award, salary, bonus compensation, Company Board of Directors compensation, dividend or dividend equivalent, or any portion thereof.  If permitted by the Executive Compensation Committee, any such deferral shall be accomplished by the delivery of a written, irrevocable election by the Participant prior to the time established by the Executive Compensation Committee for such purpose, on a form provided by the Company.  Further, any deferral must be made in accordance with administrative guidelines established by the Executive Compensation Committee to ensure that such deferrals comply with all applicable requirements of the Code.  Such deferred items may be paid in a lump sum or installments, or credited with interest (at a rate determined by the Executive Compensation Committee) or deemed invested by the Company, as determined by the Executive Compensation Committee, and, with respect to those deferred Awards denominated in the form of Common Stock, credited with dividends or dividend equivalents.
The Company will be entitled to deduct from any payment to a Participant under the Incentive Plan the amount of all applicable income and employment taxes required by law to be withheld with respect to such payment or may require the Participant to pay to the Company such tax prior to and as a condition of the making of such payment.  Subject to certain limitations, the Executive Compensation Committee may allow a Participant to pay the amount of taxes required by law to be withheld from an Award by withholding any shares of Common Stock to be paid under such Award or by permitting the Participant to deliver to the Company shares of Common Stock having a fair market value equal to the amount of such taxes.
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Adjustments Upon Certain Events
In the event that there is, with respect to the Company, a stock dividend or split, reorganization, recapitalization, merger, consolidation, spin-off, combination, or transaction or exchange of Common Stock or other corporate exchange, or any distribution to stockholders of Common Stock or other property or securities (other than regular cash dividends), or any transaction similar to the foregoing or other transaction that results in a change to the Company's capital structure, then the Executive Compensation Committee shall make substitutions and/or adjustments to the maximum number of shares available for issuance under the Incentive Plan, the maximum Award payable, the number of shares to be issued pursuant outstanding Awards, the option prices, exercise prices or purchase prices of outstanding Awards and/or any other affected terms of an Award or the Incentive Plan as the Executive Compensation Committee, in its sole discretion, deems equitable or appropriate. The Executive Compensation Committee, in its sole discretion and without liability to any person, may adjust Performance Goals and Performance Periods for Performance Awards to the extent permitted by Section 162(m) of the Code to prevent the dilution or enlargement of a Participant’s rights with respect to a Performance Award.  For Stock Awards conditioned, restricted, and/or limited based on Performance Goal(s), the length of the Performance Period, the Performance Goal(s) to be achieved during the Performance Period, and the measure of whether and to what degree such Performance Goal(s) has (have) been attained shall be conclusively determined by the Executive Compensation Committee, but the Executive Compensation Committee may only adjust downward, not upward, any amount determined to be otherwise payable in connection with such an Award.  With the exception of the foregoing, the Executive Compensation Committee shall not reprice any stock options and/or stock appreciation rights unless such action is approved by the Company’s stockholders.  “Reprice,” as used in the Incentive Plan, means (i) the reduction, directly or indirectly, in the per-share exercise price of an outstanding stock option(s) or other stock appreciation right(s) issued under the Incentive Plan by amendment, cancellation, or substitution, (ii) the replacement of an outstanding stock option(s) and/or stock appreciation right(s) issued under the Incentive Plan in exchange for cash or other consideration, or (iii) any other action that would be treated as a “repricing” under the rules and interpretations of the principal national securities exchange on which the Common Stock is then listed or admitted to trading.
Termination and Amendment of the Incentive Plan
The Executive Compensation Committee may suspend or terminate the Incentive Plan at any time for any reason with or without prior notice.  In addition, the Executive Compensation Committee may, from time to time for any reason and with or without prior notice, amend the Incentive Plan in any manner, but may not, without stockholder approval, adopt any amendment which would require the vote of the stockholders of the Company if such approval is necessary or deemed advisable with respect to tax, securities, or other applicable laws or regulations, including, but not limited to, the listing requirements of the stock exchanges or quotation systems on which the securities of the Company are listed.  No Awards may be made pursuant to the Incentive Plan after May 23, 2024. No amendment may materially and adversely affect any of the rights of such Participant under any Award theretofore granted to such Participant under the Incentive Plan.
Tax Status of Incentive Plan Awards
No person connected with the Incentive Plan in any capacity, including, but not limited to, the Company and its directors, officers, agents, and employees, makes any representation, commitment, or guaranty that any tax treatment, including, but not limited to, federal, state, and local income, estate, and gift tax treatment, will be applicable with respect to the tax treatment of any Award, any amounts deferred under the Incentive Plan, or paid to or for the benefit of a Participant under the Incentive Plan, or that such tax treatment will apply to or be available to a Participant on account of participation in the Incentive Plan.
Securities Act Registration
If the Incentive Plan is approved by the stockholders at the Annual Meeting, we intend to register the shares of Common Stock issuable under the Incentive Plan pursuant to a Registration Statement on Form S-8 as soon as practicable thereafter.
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Eligible Participants
Participants in the Incentive Plan will be selected by the Executive Compensation Committee from our executive officers, directors, employees, and consultants.  Participants may be selected and awards may be made at any time during the ten-year period following the effective date of the Incentive Plan, had the Incentive Plan been adopted on such date.  As of March 28, 2014, approximately 650 employees (consisting of five executive officers and approximately twenty other officers and other employees) and 6 non-employee directors were eligible to participate in the 2004 Plan.
The selection of those persons within a particular class who will receive Awards is entirely within the discretion of the Executive Compensation Committee.  Only employees, however, are eligible to receive "incentive stock options" within the meaning of Section 422 of the Code.  The Executive Compensation Committee has not yet determined how many persons are likely to participate in the Incentive Plan over time.  The Executive Compensation Committee intends, however, to grant most of the Incentive Plan’s Awards to those persons who are in a position to have a significant direct impact on our growth, profitability, and success, which would include a portion of the participants in our 2004 Plan.
Incentive Plan Benefits
No benefits or amounts have been granted, awarded, or received under the Incentive Plan.  Further, future awards, if any, made to eligible participants under the Incentive Plan are subject to the discretion of the Executive Compensation Committee.  Accordingly, future grants and benefits under the Incentive Plan are not determinable.  Reference is made to the “Executive Compensation” information in this Proxy Statement for information concerning awards made under the 2004 Plan during the year ended December 31, 2013.
Additional Information Regarding Stock Options, Warrants, and Rights
Common Stock underlies any grant made by the Executive Compensation Committee of Awards in the form of stock options, warrants, or rights.  The last reported sale price of our Common Stock as reported by the NASDAQ Stock Market on March 28, 2014, was $14.70 per share.  The Executive Compensation Committee, in its discretion, selects the persons to whom options or restricted stock will be granted, the time or times at which such options or restricted stock will be granted, and the number of shares subject to each such grant.  For this reason, it is not possible to determine the benefits or amounts that will be received by any particular officer or employee, or group of officers or employees, in the future.  The Incentive Plan provides, however, that the aggregate fair market value (determined at the time the option was granted) of the Common Stock with respect to which incentive stock options are exercisable for the first time by a Participant during any calendar year shall not exceed $100,000 (or such other limit as may be required by Section 422 of the Code).
Federal Income Tax Status of Incentive Plan Awards
The following is only a summary of the effect of federal income taxation upon us and the Participants under the Incentive Plan. It does not purport to be complete and does not discuss all of the tax consequences of a Participant's death or the provisions of the income tax laws of any state, municipality, or foreign country in which the Participants may reside.
Incentive Stock Options.  A Participant is not treated as receiving taxable income upon either the grant of an incentive stock option (an “ISO”) or upon the exercise of an ISO.  However, the difference between the exercise price and the fair market value on the date of exercise is an item of tax preference at the time of exercise in determining liability for the alternative minimum tax, assuming that the Common Stock is either transferable or is not subject to a substantial risk of forfeiture under Section 83 of the Code.  If at the time of exercise, the Common Stock is both nontransferable and is subject to a substantial risk of forfeiture, the difference between the exercise price and the fair market value of the Common Stock (determined at the time the Common Stock becomes either transferable or not subject to a substantial risk of forfeiture) will be a tax preference item in the year in which the Common Stock becomes either transferable or not subject to a substantial risk of forfeiture.
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If Common Stock acquired by the exercise of an ISO is not sold or otherwise disposed of within two years from the date of its grant and is held for at least one year after the date such Common Stock is transferred to the Participant upon exercise, any gain or loss resulting from its disposition is treated as long-term capital gain or loss.  If such Common Stock is disposed of before the expiration of the above-mentioned holding periods, a “disqualifying disposition” occurs.  If a disqualifying disposition occurs, the Participant realizes ordinary income in the year of the disposition in an amount equal to the difference between the fair market value of the Common Stock on the date of exercise and the exercise price, or the selling price of the Common Stock and the exercise price, whichever is less.  The balance of the Participant's gain on a disqualifying disposition, if any, is taxed as capital gain.
We are not entitled to any tax deduction as a result of the grant or exercise of an ISO, or on a later disposition of the Common Stock received, except that in the event of a disqualifying disposition, we are entitled to a deduction equal to the amount of ordinary income realized by the Participant.
Non-Qualified Stock Options.  A Participant does not recognize any taxable income upon the grant of a non-qualified stock option (a “NSO”), and we are not entitled to a tax deduction by reason of such grant.  Upon exercise of a NSO, the Participant recognizes ordinary income generally measured by the excess of the then fair market value of the shares over the exercise price, and we are entitled to a corresponding tax deduction.  Upon a disposition of shares acquired upon exercise of a NSO by the Participant, any difference between the sale price and the exercise price, to the extent not recognized as ordinary income as provided above, is treated as long-term or short-term capital gain or loss, depending on the holding period.  Such subsequent disposition by the Participant has no tax consequence to us.
Stock Appreciation Rights.  No income will be realized by a Participant at the time a stock appreciation right is awarded, and no deduction will be available to us at such time.  A Participant will realize ordinary income upon the exercise of the stock appreciation right in an amount equal to the fair market value of the shares of Common Stock received by the Participant from such exercise, and we will be entitled to a corresponding deduction at such time, subject to the limitations of Section 162(m) of the Code, if applicable (see “Limitation on Income Tax Deduction”).
Unrestricted Stock-Based Award.  Upon the grant of an unrestricted stock-based Award, a Participant will realize taxable income equal to the fair market value at such time of the shares of Common Stock received by the Participant under such Award (less the purchase price therefor, if any), and we will be entitled to a corresponding deduction at that time, subject to the limitations of Section 162(m) of the Code, if applicable (see “Limitation on Income Tax Deduction”).
Restricted Stock-Based Award.  Upon the grant of a restricted stock-based Award, no income will be realized by a Participant (unless a Participant timely makes an election to accelerate the recognition of the income to the date of the grant), and we will not be allowed a deduction at that time.  When the Award vests and is no longer subject to a substantial risk of forfeiture for income tax purposes, the Participant will realize taxable ordinary income in an amount equal to the fair market value at such time of the shares of Common Stock received by the Participant under such Award (less the purchase price therefor, if any), and we will be entitled to a corresponding deduction at such time.  If a Participant does make a timely election to accelerate the recognition of income, then the Participant will recognize taxable ordinary income in an amount equal to the cash and the fair market value at the time of grant of the shares of Common Stock to be received by the Participant under such Award (less the purchase price therefor, if any), and we will be entitled to a corresponding deduction at such time.  Participants will only be eligible to make such an election on restricted stock-based Awards that constitute an Award of “property” within the meaning of Section 83 of the Code (e.g., shares of restricted stock) as of the grant date.  In each case, our deduction will be subject to the limitations of Section 162(m) of the Code, if applicable (see “Limitation on Income Tax Deduction”).
Performance Units and Performance Awards.  A Participant receiving a performance unit or a Performance Award will not recognize income, and we will not be allowed a deduction, at the time such Award is granted.  When a Participant receives payment of a performance unit or Performance Award, the amount of the fair market value of any shares of Common Stock received will be ordinary income to the Participant, and we will be entitled to a corresponding deduction at that time, subject to the limitations of Section 162(m) of the Code, if applicable (see “Limitation on Income Tax Deduction”).
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Effect of Deferral on Taxation of Awards.  If the Executive Compensation Committee permits a Participant to defer the receipt of payment of an Award and such Participant makes an effective election to defer the payment of the Award in accordance with the administrative guidelines established by the Executive Compensation Committee, the Participant will not realize taxable income until the date the Participant becomes entitled to receive such payment pursuant to the terms of the deferral election, and we will not be entitled to a deduction until such time, assuming the deferral arrangement complies with Section 409A of the Code.  Any interest or dividends paid on, or capital gains resulting from, the investment by us of the amount deferred during the deferral period will be taxable to us in the year recognized.  At the time the Participant becomes entitled to receive the deferred payment, the Participant will recognize taxable income in an amount equal to the actual payment to be received, including any interest or earnings credited on the amount deferred during the deferral period, and we will be entitled to a corresponding deduction for such amount at that time, subject to the limitations of Section 162(m) of the Code, if applicable (see “Limitation on Income Tax Deduction”).  Section 409A of the Code generally establishes rules that must be followed with respect to covered deferred compensation arrangements in order to avoid the imposition of an additional 20% penalty tax (plus interest) on the employee or other service provider who is entitled to receive the deferred compensation.
Limitation on Income Tax Deduction
Pursuant to Section 162(m) of the Code, we may not deduct compensation paid to a “covered employee” (as defined in Section 162(m) of the Code) in any year in excess of $1 million.  However, qualifying performance-based compensation is not subject to such limitation if certain requirements are met.  One requirement is stockholder approval of (i) the Performance Criteria upon which performance-based Awards may be based, (ii) the annual per-Participant limits on grants of performance-based Awards and stock options and stock appreciation rights, and (iii) the class of employees eligible to receive Awards.  The Board of Directors has submitted the Incentive Plan for approval by the stockholders in order to permit the grant of certain Awards thereunder, such as stock options, stock appreciation rights, Stock Awards, and certain performance units, that will constitute “performance-based” compensation, which will be excluded from the calculation of annual compensation of “covered employees” for purposes of Section 162(m) of the Code and will be fully deductible by us, assuming all other requirements are met to permit deductibility.  The Executive Compensation Committee may grant Awards under the Incentive Plan that do not qualify as performance-based compensation under Section 162(m) of the Code.  The payment of any such non-qualifying Awards to a “covered employee” could be non-deductible by us, in whole or in part, under Section 162(m) of the Code, depending on such “covered employee’s” total compensation in the applicable year or other considerations.
EXECUTIVE OFFICERS
Our current executive officers are John M. Simone, Clifton R. Beckham, Michael R. Weindel, Jr., Russell A. Overla, and Jeffrey H. Lesterbelow. Biographical information for Mr. SimoneRogers is set forth under the heading “Additional Information Regarding the Board of"Continuing Directors – Biographical Information”Class II Directors" above.

Clifton R. BeckhamMichael K. Borrows. Mr. Beckham, 42, currently servesBorrows, 48, has served as the Company’s Executive Vice President and Chief Financial Officer. He served as President, Chief Executive Officer and a director from August 2007since September 2014. Prior to February 2013.  Hejoining the Company, Mr. Borrows served as Senior Vice President Financeand Managing Director of Pollen, Inc., a worldwide technology-based company that optimizes working capital and does business as C2FO, where he served from November 2003 to August 2007January 2011 through September 2014. Mr. Borrows served as Senior Partner and Chief Financial Officer from 2002of FinEquity Partners, LLC, a management consulting firm to August 2007.  Mr. Beckham previously served as Secretarythe transportation industry, among others, from 2001 to 2005, as Vice President, Finance from 2002 to 2003, as Treasurer from 2001 to 2002, as Controller from 1999 to 2001 and as Chief Accountant from 1996 to 1999.  Mr. Beckham, a Certified Public Accountant (inactive), began his professional career when he began working for us in 1994.

Michael R. Weindel, Jr.  Mr. Weindel, 45, has served as Executive Vice President, SCS and Dedicated Services since July 2011.  He served as Vice President, People from May 2008 to July 2011, and as Vice President, Human Resources, Recruiting and Training from January 2005 to May 2008.  Mr. Weindel previously served as Director, Human Resources, Recruiting and Training from 2003 to 2005, as Director of Purchasing from 2002 to 2003 and as Director of Human Resources from 1997 to 2002.  Mr. Weindel has worked for us since 1991.
Russell A. Overla.  Mr. Overla, 40, has served as Executive Vice President, Truckload Operations since he commenced his employment with us in June 2013.  From 2009 to June 2013,January 2011. From 2006 to 2009, Mr. OverlaBorrows served as Vice Presidentin a number of Truckload Operations for LinkAmerica Corporation, Vice President, Operations for JBS Carriers and NFI, and Senior Vice President, Operations for Arnold Transportation Services.
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Jeffrey H. Lester.  Mr. Lester, 53, has servedleadership positions at Kansas City Southern Railway Company, ultimately serving as Executive Vice President, Risk Management and Safety since he commenced his employment with us in August 2013.  Prior to his employment with us, Mr. Lester was the Senior Vice President and Chief RiskAccounting Officer, and prior to his tenure at Kansas City Southern Railway Company, Mr. Borrows was with BNSF Railway from 1996 through 2006 in a variety of leadership roles, ultimately serving as General Director Finance. Mr. Borrows currently serves as a national board member of Financial Executives International (“FEI”) and has also served as a board member and President of the Kansas City chapter of FEI.  Mr. Borrows holds an MBA from the DePaul University Charles H. Kellstadt School of Business in Chicago, a graduate certificate from Southern Methodist University in alternative dispute resolution, and is a certified public accountant, charter global management accountant, and a certified information technology professional.

N. Martin Tewari. Mr. Tewari, 51, has served as our President – Trucking since September 2015. Prior to joining the Company, Mr. Tewari served as Vice President, Operations of Con-way Truckload, a truckload transportation service provider, from 2010 to September 2015. Mr. Tewari also served as Vice President, Sales and Revenue Management of Con-way Truckload from 2006 to 2010. From 2001 to 2006, Mr. Tewari was Vice President, Sales of Roehl Transport, a transportation and logistics services company.

Christian C. Rhodes. Mr. Rhodes, 44, has served as our Chief Information Officer since June 2015. Mr. Rhodes previously served as our Vice President – Information Services from March 2013 to June 2015. Prior to joining the Company, Mr. Rhodes served as Vice President IT for LinkAmerica Corporation, a provider of critical communication and other IT-based solutions, from March 2012 to February 2013, and as Vice President – IT Infrastructure for Greatwide Logistics Services, a national transportation and logistics company, from 2008 to February 2012.

James A. Craig. Mr. Craig, 56, has served as our President – SCS since February 2016. Previously, Mr. Craig served as Chief Marketing Officer of BNSF Logistics, LLC, a global logistics service provider, from January 20062012 to May 2013.2016. From 1993 to 2011, Mr. Craig held a series of executive positions, including Senior Vice President, Corporate Sales and Marketing, for Yusen Logistics, a global logistics, freight, forwarding and supply chain service provider. Mr. Craig holds a Bachelor of Business Administration in Marketing from Western Washington University.

 

Joseph M. Kaiser. Mr. Kaiser, 39, has served as our Vice President and Chief Accounting Officer since February 2016. Mr. Kaiser previously served as our Vice President and Corporate Controller from July 2014 to February 2016. Prior to joining the Company, Mr. Kaiser served in a number of leadership positions at Swift Transportation Company, a publicly traded truckload carrier, from March 2012 through July 2014, ultimately serving as Director of Financial Reporting.  Mr. Kaiser served as Corporate Accounting Manager of American Land Lease, Inc., a real estate investment trust that owned and managed residential land lease communities, from 2010 through March 2012.  Mr. Kaiser served in various audit capacities at Deloitte & Touche LLP from 2007 to 2010, for both public and privately held companies. Mr. Kaiser is a certified public accountant.

All of our executive officers are appointed annually by the Board for such term as may be prescribed by the Board and until such person’s successor shall have been appointed and shall qualify, or until such person’s death, resignation, or removal in the manner provided under our bylaws.

None of the corporations or organizations referenced in the executive biographies above is a parent, subsidiary, or other affiliate of the Company unless otherwise noted.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our officers and directors, and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC. Officers, directors, and greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of the copies of such forms and amendments thereto, we believe that none of our officers, directors, and greater than 10% beneficial owners failed to file on a timely basis the reports required by Section 16(a).

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Proxy Statement section identifies our Named Executive Officers (as designated below) and explains to our stockholders how our executive compensation programs, policies and decisions are formulated, applied and operated with respect to our Named Executive Officers. In this section, we also discuss and analyze our executive compensation programs, including each component of compensation awarded under the programs, and the corresponding compensation amounts for each Named Executive Officer.

This section should be read in conjunction with "Executive Compensation – Summary Compensation Table" (and related tabular and narrative discussions) and "Corporate Governance – The Board of Directors and its Committees – Committees of the Board of Directors – Executive Compensation Committee" sections contained in this Proxy Statement. As noted in that section, our Executive Compensation Committee, which is comprised only of directors who satisfy applicable SEC and The NASDAQ Stock Market’s independence requirements and the "outside director" requirements under Section 162(m) of the Code, oversees and administers our executive compensation policies and practices.

Overview

Our Executive Compensation Committee has responsibilityis responsible for decisions regarding the compensation of our executive management team, and for ensuring that those decisions are consistent with our compensation philosophy and objectives. Our compensation policies and practices relating to the compensation of the officers listed in the Summary Compensation Table below, who are sometimes collectively referred to as the “Named"Named Executive Officers,”" are explained in more detail below. Our Named Executive Officers are JohnThomas M. Simone,Glaser, our currentformer President and Chief Executive Officer; Clifton R. Beckham, our former Chief Executive Officer,CEO, who served in that position untilfrom July 2015 to January 2016; John M. Simone, our former President and CEO, who served in that position from February 2013 and who now serves asto July 2015; Michael K. Borrows, our current Executive Vice President and Chief Financial Officer; and Michael R. Weindel, our former Executive Vice President, SCS, who served in that position from July 2011 to February 2016; N. Martin Tewari, our President – Trucking; Christian C. Rhodes, our Chief Information Officer; and Russell A. Overla, our former Executive Vice President, Truckload Operations, who served in that position from June 2013 to September 2015. John R. Rogers, who was appointed our current President and CEO in January 2016, is not a Named Executive Officer for 2015, but will be a Named Executive Officer for 2016 by virtue of SCS and Dedicated Services.

his appointment as CEO.

 

Philosophy and Objectives

The objectives of our executive compensation program are to (i) align compensation with our business objectives and the interests of our stockholders, (ii) encourage and reward high levels of performance, (iii) recognize and reward the achievement of corporate goals, and (iv) attract and retain executive officers who contribute to our long-term success. We incorporate compensation components designed to achieve those objectives in the short termshort-term and the long term.long-term. A substantial portion of the cash compensation component is in the form of a performance-based annual incentive, which keeps management focused on near-term results. The equity compensation component, which contains vesting requirements, is designed to align our management compensation with longer-term increases in stockholder value. Consistent with our culture of cost control and performance-based management, the Executive Compensation Committee emphasizes target incentive cash and equity compensation as a meaningful part of total compensation. This balance between salaries and performance-based cash and equity awards reflects our commitment to placing a meaningful portion of our executive officers’ compensation at risk by linking it to achievement of specified performance goals that should positively impact the market price of our Common Stock.common stock. While annual cash incentives play an important role in the Company’sour executive compensation program, overweighting this form of compensation can encourage strategies and risks that may not correlate with theour long-term best interests of the Company.interests. The Executive Compensation Committee strives to mitigate potential risk relating to the short-term nature of our annual incentive plan through the caps on cash awards built into the plan design. The Executive Compensation Committee believes that our compensation plans and practices will reward executive officers for their contributions to our success and provide incentives to them to continue performing services for us to the best of their abilities.

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Procedures for Determining Compensation

The Executive Compensation Committee is responsible for making and approving changes in the total compensation of our Named Executive Officers, including the mix of compensation elements. In making decisions regarding an executive’sthe compensation of our Named Executive Officers, the Executive Compensation Committee evaluates our performance as well as the performance of individual executive officers. The Executive Compensation Committee recognizes the need for our executive compensation structure to be competitive and to aid in the recruitment and retention of key executives. In addition, our executive compensation needs to reflect the continued focus of the new management team that is critical to the continued successful execution of our operating plans.

In making decisions regarding total compensation, the Executive Compensation Committee considers whether the total compensation is (i) fair and reasonable to the Companyus and to the executive,Named Executive Officer, (ii) internally appropriate based upon our culture and the compensation of our other employees, (iii) within a reasonable range of the compensation afforded by other opportunities, and (iv) comparable to market inwith respect ofto base salary, target bonus, long-term incentive grant value and total compensation. The Executive Compensation Committee also bases its decisions regarding compensation upon its assessment of the executive’sNamed Executive Officer’s leadership, integrity, individual performance, years of experience, skill set, level of commitment and responsibility required in the position, contributions to our financial performance, creation of stockholder value, and current and past compensation. In determining the mix of compensation elements, the Executive Compensation Committee considers the effect of each element in relation to total compensation. The Executive Compensation Committee specifically considers whether each particular element provides an appropriate incentive and reward for performance that sustains and enhances long-term stockholder value. In determining whether to increase or decrease an element of compensation, we rely upon the business experience of the members of the Executive Compensation Committee, the Executive Compensation Committee’s general understanding of compensation levels at public companies, and the historical compensation levels of our executive officers,Named Executive Officers, and, with respect to executivesNamed Executive Officers other than the CEO, we consider the recommendations of the CEO. In determining compensation, for 2014, the Executive Compensation Committee is also consideringconsiders the advice of itsthe independent compensation consultant.  We generally do not rely on rigid formulas (other than performance measures under our annual cash and equity bonus program) or short-term changesconsultant it engaged in business performance when setting compensation.

Procedures
The Executive Compensation Committee has the responsibility to make and approve changes in the total compensation of our executive officers, including the mix of compensation elements.  In making decisions regarding the compensation of our executive officers, the Executive Compensation Committee utilizes an extensive process for evaluating the performance of the Company and individual executive officers in making compensation decisions.  In developing the process, the Executive Compensation Committee recognizes the need for the Company’s executive compensation structure to be competitive and for it to be an aid in the recruitment and retention of key executives.  In addition, the process needs to recognize the continued focus of the new and expanded management team that is critical to the successful execution of the Company’s turnaround strategy.  The key elements of that process for 2013, were as follows:
·  CSI. The Executive Compensation Committee received and reviewed a report from our President and CEO containing:
o  A summary and analysis of publicly available data regarding all elements of compensation paid by the following publicly held trucking companies whose size and/or operations are similar to ours: Celadon Group, Inc., Covenant Transportation Group, Inc., Heartland Express, Inc., Marten Transport, Ltd. and P.A.M. Transportation Services, Inc.
o  A comparison of our financial performance in measures such as revenue and earnings per share growth, cost of capital, return on capital, economic value added, returns on equity and assets, share price growth and market capitalization growth compared with the financial performance of the following well established, publicly held trucking companies of various sizes: Celadon Group, Inc., Covenant Transportation Group, Inc., Heartland Express, Inc., Marten Transport, Ltd. and P.A.M. Transportation Services, Inc.
o  A comparison, based on several measures, of our operating performance to the operating performance of the following publicly held trucking companies: Celadon Group, Inc., Covenant Transportation Group, Inc., Heartland Express, Inc., Marten Transport, Ltd. and P.A.M. Transportation Services, Inc.
o  An internal pay equity analysis comparing the base salaries and potential cash incentive compensation available to various levels of our management, including our President and CEO.
o  An evaluation by our President and CEO of the performance of the executive management team and each executive officer, other than the President and CEO, on the basis of specific performance indicators, as described in more detail below.
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·  Our President and CEO conducted performance evaluations and made related reports to the Executive Compensation Committee for all executive officers other than himself.  The specific performance indicators used by our President and CEO to evaluate the performance of the executive team and individual executive officers in 2013 included various measures of financial and operating performance, operating costs, personnel management and retention, safety performance, and compliance with the Company’s rules, procedures and codes.  Additionally, our President and CEO was permitted to rely on subjective factors as well as quantitative factors, including long-term performance trends and performance relative to our industry.  In evaluating the performance of our executive officers, the Executive Compensation Committee reviewed information regarding our performance in a number of areas, focusing primarily on revenue growth, operating ratio, earnings per share growth, returns on equity, assets and invested capital, and the valuation and trading volume of our stock, all of which were reviewed in relationship to general economic conditions and the relative performance of our competitors.
·  Our President and CEO presented to the Executive Compensation Committee a summary, in tabular format, of all elements of compensation paid to all executive officers, other than the President and CEO, as well as the most recent changes in cash compensation, together with the President and CEO’s recommendations for adjustments to each element of compensation, based on the information and analysis described above and such subjective factors as the President and CEO deemed appropriate or on which the Committee requested information.
·  Our President and CEO presented to the Executive Compensation Committee a summary, in tabular format, of all elements of the President and CEO’s compensation, as well as the most recent changes in cash compensation, without any recommendations for adjustment.
·  Based on these reports, analyses and recommendations, and such other factors as the Executive Compensation Committee deemed appropriate in particular circumstances, including subjective factors and the competitiveness of the labor market in which we compete for executive talent, the Executive Compensation Committee made its determinations regarding any adjustments to the compensation of the President and CEO and our other executive officers.  The President and CEO typically was present for the Executive Compensation Committee’s deliberations regarding other executive officers in order to answer questions and assist in the Executive Compensation Committee’s review of the data presented, but was not present for the Executive Compensation Committee’s deliberations regarding his own compensation.  The Executive Compensation Committee established a maximum increase in the salary of each executive officer, and the President and CEO then determined the specific adjustment to be made to the salary of each executive officer other than himself.
·  The determinations of the Executive Compensation Committee were communicated to the full Board of Directors.
In its consideration of the relative compensation levels (including the percentage allocated to long-term equity incentives) of corporate executives in other publicly traded trucking companies, the Executive Compensation Committee did not engage in any formal benchmarking, that is, it did not attempt to set the compensation of our executives at a level having any pre-determined relationship to compensation paid by members of this group of peer companies.  Regarding compensation decisions for 2014, the Executive Compensation Committee is considering the advice of its independent compensation consultant.  Whether actual compensation is above or below compensation paid by other companies to officers in comparable positions will depend on the achievement of performance objectives, the amount available for distribution as cash awards under our 2014 Management Bonus Plan and the market value of shares of our Common Stock issued in connection with equity awards, all of which, we believe, are directly related to our performance.
In general, the Executive Compensation Committee does not typically consider amounts that may be realized by our executive officers from prior compensation awards, such as appreciation in the value of stock previously acquired pursuant to stock options or restricted stock awards, when making decisions regarding current compensation.
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The Executive Compensation Committee has the authority under its charter to engage the services of outside consultantconsultants for assistance. In 2014,As discussed above in "Corporate Governance – The Board of Directors and its Committees – Committees of the Board of Directors – Executive Compensation Committee," in 2013, the Executive Compensation Committee engaged Compensation Strategies, Inc. (“CSI”)CSI as its independent compensation consultant. For 2014,In addition to the considerations discussed above, the Executive Compensation Committee also considers the advice and recommendations of CSI, provideswhich has provided analysis and recommendations that inform the Executive Compensation Committee’s decisions, including the following services with respect to the Executive Compensation Committee:

compensation decisions since CSI’s engagement:

· Attends

●

Attendance at meetings of the Executive Compensation Committee, as requested by the Executive Compensation Committee;

 

· Advises

●

Advice on market trends, regulatory issues and developments and how they may impact the Company’sour executive and director compensation programs;

· Reviews

●

Review of compensation strategy and executive and director compensation programs for alignment with our strategic business objections;objectives;

· Advises

●

Advice on the design of executive and director compensation programs to ensure the linkage between pay and performance;

· Provides market

●

Market data analyses to the Company;analyses;

· Advises

●

Advice to the Executive Compensation Committee and the Board on setting compensation for executive officers and directors; and

· Advises on retention bonuses and severance plans;
·  

●

Advises on the design of the proposed 2014 Omnibus Incentive Plan (as discussed on pages 13 through 21); and
·  Performs such

Such other activities as requested by the Executive Compensation Committee.

The Executive

Benchmarking Compensation Committee has the sole authority to approve the terms of CSI’s engagement.  CSI did not provide any services to the Company other than executive compensation consulting services relating to retention bonuses, severance plans, and 2014 compensation decisions.

As part of its review process in determining whether to engage CSI as compensation consultant for 2014,

In 2015, the Executive Compensation Committee assesseddid not adopt a peer group or formally benchmark salary or total executive compensation against the independenceexecutive compensation of any other particular company or competitive group of companies.  Upon engaging CSI takingin 2013, CSI did a broad-based review of market pay levels and compared our executive compensation to general market pay levels.  Since that time, CSI has provided our Executive Compensation Committee its perspective on how our form and level of executive compensation compares to general market pay levels.

2015 Separation Agreements

John Simone served as our President and CEO from February 2013 to July 2015. Mr. Simone’s annualized base salary for 2015 was $460,000. Mr. Simone received salary payments at this rate through July 7, 2015. On January 22, 2015, pursuant to the Company’s 2015 Long-Term Incentive Plan (the “2015 LTIP”), Mr. Simone received 6,350 shares of restricted stock subject to performance-based vesting and 6,350 shares of restricted stock subject to time-based vesting.

On July 7, 2015, the Company entered into considerationa separation agreement (the “Separation Agreement”) with Mr. Simone. Pursuant to the Separation Agreement: (i) Mr. Simone's separation was effective July 7, 2015 (the "Separation Date"), (ii) Mr. Simone will receive severance pay equal to his then-current base salary ($460,000 per year) for a period of twelve months following factors: (1) the provisionsSeparation Date, in accordance with his Severance Agreement, (iii) Mr. Simone received the bonus he was entitled to receive under the 2015 Management Bonus Plan, pro-rated to the Separation Date, (iv) the Company will pay the actual amount of Mr. Simone's COBRA continuation payments for a period of eighteen months following the Separation Date, in accordance with his Severance Agreement ($1,957 was paid in 2015), (v) Mr. Simone was compensated for any vacation time and paid time off accrued but not used through the Separation Date, totaling $26,530, and (vi) Mr. Simone was eligible to be reimbursed for certain expenses associated with the conclusion of his employment with the Company, totaling $3,088. In addition, the terms of certain outstanding equity awards held by Mr. Simone were revised as follows: (a) the vesting date of 18,750 shares of restricted stock of the Company was accelerated from February 18, 2016 to the Separation Date; and (b) the vesting date of 10,727 nonqualified stock options of the Company was accelerated from February 18, 2016 to the Separation Date and the expiration date for such options was accelerated from February 18, 2023 to the first anniversary of the Separation Date. The amounts received by Mr. Simone were in lieu of any benefits he may have been entitled to under his Severance Agreement. The shares of restricted stock awarded to Mr. Simone pursuant to the 2015 LTIP were forfeited upon his separation from the Company. During his employment, we also provided Mr. Simone with medical and dental insurance and paid $1,000 in premium payments on a life insurance policy, prorated for period of employment, under which we were not the beneficiary.

Russell Overla served as our Executive Vice President, Truckload Operations through September 24, 2015, at which time his employment with the Company was terminated. Mr. Overla’s annualized base salary for 2015 was $230,625. Mr. Overla received salary at this rate through September 24, 2015. In January 2015, pursuant to the 2015 LTIP, Mr. Overla received 1,550 shares of restricted stock subject to performance-based vesting and 1,550 shares of restricted stock subject to time-based vesting.


In connection with his separation from the Company, Mr. Overla received compensation pursuant to his existing severance agreement, with the payment and certain other servicesterms memorialized by a separate letter agreement. In connection with his severance agreement, Mr. Overla is entitled to us by CSI, (2)receive monthly severance pay of one-twelfth of his annualized base salary for a period of eighteen months. In addition, Mr. Overla received a lump sum amount of $138,375 in cash, representing the amount of fees we paidhis short-term cash incentive compensation assuming achievement of performance goals at the target level (including departmental performance goals relating to CSImaintenance, warranty recovery, and driver turnover measures). The shares awarded to Mr. Overla pursuant to the 2015 LTIP were forfeited upon Mr. Overla's separation from the Company.

The vesting schedule and performance conditions for the restricted shares awarded to Messrs. Simone and Overla were the same as a percentagethose governing the restricted shares granted to our other Named Executive Officers under the 2015 LTIP. See “Executive Compensation – 2015 LTIP and Equity Awards to Mr. Tewari” for further details.

Elements

Our compensation program consists of CSI’stwo major elements, fixed and incentive compensation. In 2015, total revenue, (3) CSI’s policiescompensation for executive officers, including the Named Executive Officers, consisted of one or more of the following components: (i) base salary, (ii) performance-based annual cash bonus, (iii) short- and procedures thatlong-term equity incentive awards, (iv) other compensation, and (v) employee benefits, which are designedgenerally available to prevent conflicts of interest, (4) any business or personal relationship of CSI or the individual compensation advisors employed by CSI with anyall of our executive officers, (5) any business or personal relationship of the individual compensation advisors with any member of the Executive Compensation Committee, and (6) any of our stock owned by CSI or the individual compensation advisors employed by CSI.  Based on its analysis of the foregoing factors, the Executive Compensation Committee has concluded that no conflict of interest exists that would prevent CSI from serving as an independent consultant to the Executive Compensation Committee.

Elements
In 2013, our compensation program retained the three major elements we have historically employed: base salary and annual cash and equity bonus linked to specific factors and equity compensation.team members.  A discussion of each element follows.
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Base Salary

We pay base salaries at levels that reward executive officers for ongoing performance and that enable us to attract, motivate and retain highly qualified executives, taking into consideration the cost of living in our region. Base pay is a critical element of our compensation program because it provides our executive officers with stability. Compensation stability allows our executives to focus their attention and efforts on creating stockholder value and on our other business objectives. In determining base salaries, we consider the executive’s current salary and the executive’s qualifications and experience, including, but not limited to, the executive’s length of service with our Company, the executive’s industry knowledge, and the quality and effectiveness of the executive’s leadership, scope of responsibilities, past performance and future potential of providing value to our stockholders.stockholders, the executive’s current salary, qualifications and experience, including, but not limited to, the executive’s industry knowledge, and the executive’s length of service with us. The Executive Compensation Committee sets base salaries at a level that allows us to pay a significant portion of an executive officer’sexecutive’s total compensation in the form of incentive compensation, including annual cash bonuses and equity bonusesshort- and long-term incentives. We believe this mix of compensation helps us incentivize our executives to maximize stockholder value inover the long run.long-term. We consider adjustments to base salaries annually to reflect the foregoing factors. We do not apply a specific weighting to each of such factors, nor do we apply firmformal benchmarking to similarly situated executives of other comparable companies.

Incentive Compensation

At our 2014 Annual CashMeeting, our stockholders approved our USA Truck, Inc. 2014 Omnibus Incentive Plan (the "Incentive Plan"). Our Incentive Plan is a broad-based equity plan that we use to, among other things, (i) provide annual incentives to executive officers in a manner designed to reinforce our performance goals, (ii) attract, motivate and Equity Bonus

As part of its evaluation,retain qualified executive officers by providing them with long-term incentives, and (iii) align our executive officers’ and our stockholders’ long-term interests by creating a strong, direct link between executive compensation and stockholder return. The Incentive Plan allows the Executive Compensation Committee reviewedto link compensation to performance over a period of time by using equity-based awards (which often value long-term prospects), requiring holding periods for equity grants, and granting awards that have multi-year performance and vesting schedules. Awards with multi-year performance and vesting schedules, such as restricted stock grants, provide balance to the other elements of our compensation program that otherwise link compensation to annual performance. Such awards create incentive targets usedfor executive officers to increase stockholder value over an extended period of time because the value received from such awards is based on the growth of the stock price. Such awards also incentivize executive officers to remain with us over an extended period of time, which enables us to retain experienced executive talent. Thus, we believe our Incentive Plan is an effective means of aligning the interests of our executive officers with those of our stockholders.

Awards under the Incentive Plan may be paid in cash, shares of our common stock, a combination of cash and shares of our common stock, or in any other permissible form, as determined by our Executive Compensation Committee. All awards granted under the Incentive Plan are evidenced by an award notice that specifies the type of award granted, the number of shares of our common stock underlying the award, if applicable, and all terms governing the award. Payment of awards may include such terms, conditions, restrictions and limitations, if any, as the Executive Compensation Committee deems appropriate, including, in the case of awards paid in shares of our common stock, restrictions on transfer of such shares and provisions regarding the forfeiture of such shares under certain circumstances. The Incentive Plan authorizes the grant of stock options, stock appreciation rights, stock awards, restricted stock unit awards, performance units, performance awards and any other companies, manyform of award established by the Executive Compensation Committee that is consistent with the Incentive Plan’s purpose, or any combination of the foregoing.


In determining our long-term incentive compensation, the Executive Compensation Committee evaluates which related to various measures of financial returnsequity award vehicles achieve the best balance between providing appropriate long-term incentive compensation and earnings per share.creating long-term stockholder value. The Executive Compensation Committee also reviewed and discussed, with input from the President and CEO, various non-financial measures that were importantconsiders several factors when determining long-term incentive awards to be granted to our overall performance.  The Executiveexecutive officers, including (i) how the achievement of certain performance goals will help us execute our operating plans, improve our financial and operating performance and add long-term value to our stockholders, (ii) the executive officer’s position, scope of responsibility, ability to affect our financial and operating performance, ability to create stockholder value, and historic and recent performance, (iii) the recommendations of CSI, our independent compensation consultant, (iv) the impact of awards on executive retention, (v) awards granted to similarly situated executives, and (vi) for executive officers other than our CEO, the recommendations of our CEO. Please refer to "Executive Compensation Committee also reviewed information from investment banking sources concerning the correlation between certain financial measures– Summary Compensation Table" and increases in stockholder value.  Following this review, the Executive"Executive Compensation Committee adopted a financial annual bonus target that the Executive Compensation Committee expects– Grants of Plan-Based Awards Table" for further details regarding long-term incentives awarded to increase profitability and thereby stockholder value.  

We did not meet the performance targets for 2013 and, therefore, no incentive cash payments or equity grants were made to anyour Named Executive Officers during 2013Officers.

Annual Cash Bonus

In March 2015, pursuant to the 2013 Management BonusIncentive Plan, described below.

Equity Compensation
The Executive Compensation Committee believes that the equity compensation component of executive compensation should be meaningfully aligned with increasing stockholder value, while also exposing the holder to the risk of downward stock prices and volatility.  The Executive Compensation Committee may, at its discretion, award the shares in the form of nonqualified stock options or restricted stock (considering stock options at their Black-Scholes-Merton value upon issuance and restricted stock at the closing stock price on the date of issuance).  In 2013, the only options granted to a Named Executive Officer were granted to Mr. John M. Simone in connection with his appointment as President and CEO in February 2013, as discussed below.
2013 Management Bonus Plan
In January 2013, the Executive Compensation Committee approved a management bonus plan (the "2015 Management Bonus Plan (the “2013 Plan”Plan"), consisting of cash and equity incentive awards. for our senior management, including our Named Executive Officers. The 20132015 Management Bonus Plan was administered by the Executive Compensation Committee, which made all decisions regarding 2013the 2015 Management Bonus Plan participants and awards.
2013 Under the 2015 Management Bonus Plan, and consistent with the objectives of the Incentive Plan, the 2015 Management Bonus Plan participants (including our Named Executive Officers) were eligible to be paid areceive incremental cash percentage and an equity percentage of their base salaries corresponding with thebonuses upon achievement of certain levels of 2015 consolidated 2013 pretax income.
·  Each applicable level of consolidated 2013 pretax income corresponded to a percentage bonus opportunity for the employee that is multiplied by the employee’s base salary to determine the employee’s cash bonus.  Pursuant to the 2013 Plan, John M. Simone was eligible to receive between 25% and 125% of his base salary, depending on the applicable level of consolidated 2013 pretax income achieved, if any, and Clifton R. Beckham and Michael R. Weindel were eligible to receive between 20% and 100% of their respective base salaries, depending on the applicable level of consolidated 2013 pretax income achieved, if any.  We did not meet the performance targets for 2013 and, therefore, no incentive cash payments were made to any Named Executive Officers during 2013.
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·  2013 Plan participants were also eligible to receive grants of restricted stock.  Each applicable level of consolidated 2013 pretax income corresponded to a percentage bonus opportunity for the employee.  The percentage was multiplied by the employee’s base salary and that amount would be divided by the closing price of the Company’s Common Stock on February 12, 2014, the day following the release of its 2013 earnings, to determine the number of shares to be awarded.  Pursuant to the 2013 Plan, John M. Simone, Clifton R. Beckham and Michael R. Weindel were eligible to receive between 10% and 30% of their respective base salaries in equity, depending on the applicable level of consolidated 2013 pretax income achieved, if any.  Instead of restricted stock, the Executive Compensation Committee was permitted, at its discretion, to award the shares in the form of nonqualified stock options, the number of which would be determined based upon the Black-Scholes-Merton cost model and the exercise price of which would be the closing price of the Company’s Common Stock on February 12, 2014, the day following the release of its 2013 earnings.  The equity awards would vest 25% each year beginning on the anniversary of the date of grant, conditioned on continued employment and certain other forfeiture provisions, and would be issued from the Company’s 2004 Equity Incentive Plan. We did not meet the performance targets for 2013 and, therefore, no equity grants were made to any Named Executive Officers during 2013 under the 2013 Plan.
2013 Restricted Stock Awards
operating income, consolidated operating ratio, and ROIC (collectively the "2015 Company Goals") and, for Named Executive Officers other than our CEO, certain departmental goals. The Executive Compensation Committee granted Restricted Stock Awards (“RSAs”)selected the 2015 Company Goals to incentivize improved profitability and returns to stockholders. The cash incentives payable were prorated for results falling between the minimum and target and between the target and maximum payout goals. For further details regarding the 2015 Management Bonus Plan bonuses awarded to our Named Executive Officers, see "Executive Compensation – Compensation Discussion and Analysis – Compensation Paid to Our Named Executive Officers."

Equity Compensation

In January 2015, pursuant to the Incentive Plan, the Executive Compensation Committee approved the 2015 LTIP under which participants, including our Named Executive Officers, received certain long-term equity awards. In January 2015, the 2015 LTIP participants received grants of restricted stock, a portion of which are subject to performance-based vesting upon achievement of certain levels of ROIC over the three-year performance period ending December 31, 2017, and a portion of which are subject to time-based vesting in an amount equal to a percentage25% increments over four years beginning on the first anniversary of the recipient’s annual salary.  See “CEO Compensation Arrangements” below for information on equity grantsgrant date, subject to our President and CEO.  The value of the RSAs was based on the closing price of the Company’s Common Stock on the NASDAQ Stock Market on February 1, 2013, which was $4.98.  The shares were issued from the Company’s 2004 Equity Incentive Plan.  The RSAs will vest 25% each year beginning February 1, 2014, conditioned on continued employment and certain other forfeiture provisions. The following table sets forth the RSAs that wereequity bonuses awarded to Messrs. Beckham and Weindel:


Name and PositionShares of Restricted Stock
Clifton R. Beckham
Executive Vice President and Chief Financial Officer
7,530
Michael R. Weindel
Executive Vice President and Chief Operations Officer for SCS and Intermodal
4,317

RSAs become taxable to the Plan participants as ordinary income upon vesting.  The Company will not be responsible for the payment of any taxes or assessments that may become payable by or on behalf of a Plan participant due to any remuneration granted pursuant to the terms of the Plan.
Salary Adjustment
In connection with his new responsibilities, Mr. Beckham’s salary was set at $300,000, effective March 1, 2013.
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CEO Compensation Arrangements
In February 2013, in connection with his appointment as President and Chief Executive Officer, John M. Simone entered into an employment agreement with the Company (the “Employment Agreement”), which provides for (i) an annual base salary of $460,000, (ii) a one-time grant of 75,000 shares of restricted stock, to vest in equal 25% installments over four years, beginning February 18, 2014, conditioned on continued employment and certain other forfeiture provisions, (iii) a one-time grant of non-qualified stock options valued at $75,000 using a Black-Scholes model as determined by the Company with an exercise price of $4.83, which was the closing price of the Company’s Common Stock on February 19, 2013, to vest in equal 25% installments over four years, beginning February 18, 2014, conditioned on continued employment and certain other forfeiture provisions, (iv) participation in the 2013 Management Bonus Plan with a target annual incentive bonus of 75% of annual base salary, which will not be pro-rated for 2013, and (v) two special cash bonus opportunities of up to $50,000 each determined by the achievement of certain levels of financial performance for portions of 2013.  We did not meet the levels of financial performance required for Mr. Simone’s special cash bonus opportunities described in clause (v) of the preceding sentence, and therefore, Mr. Simone was not paid such additional cash bonus in 2013.  Mr. Simone’s Employment Agreement provides for monthly severance payments in an amount equal to Mr. Simone’s then-current base salary for a period of twelve months if the Company terminates Mr. Simone’s employment without cause.  We did not meet the performance targets for 2013 and, therefore, no grants of cash or equity were made to Mr. Simone during 2013 under the 2013 Plan.
Other Elements of Compensation
401(k) Plan
In addition to the three principal elements of our compensation program described above, we also provide2015 to our executive officers premium payments on life insurance policies, under which we are not the beneficiary, and a matching amount to the qualifying contributions made under our 401(k) Investment Plan, which was suspended effective April 1, 2009.
Retention Bonus Plan
In October 2013, the Board engaged CSI for the specific purpose of advising the Board on compensation matters related to hostile takeover activity.  In October 2013, the Executive Compensation Committee, following recommendations from CSI, approved a retention bonus plan (the “Retention Bonus Plan”) for certain of the Company’s officers, including its Named Executive Officers.  The Executive Compensation Committee determined that it was appropriate to adopt the Retention Bonus Plan as a means of assuring the continued focus of the new and expanded management team that is critical to the successful execution of the Company’s turnaround strategy, and mitigating any uncertainty regarding future employment resulting from hostile activity to acquire the Company.  In connection with its adoption of the Retention Bonus Plan, the Executive Compensation Committee consulted with management and the Company’s independent financial and legal advisors, and CSI reviewed and evaluated the terms of the Retention Bonus Plan in accordance with its engagement by the Board.
Each participant in the Retention Bonus Plan, with the exception of Mr. Simone, is eligible to receive a one-time, cash bonus that is equal to a percentage of the participant’s annualized base salary determined as of the date of adoption of the Retention Bonus Plan.  The percentages range from 6.25% to 25% of annualized base salary.  Mr. Simone is eligible to receive a retention bonus equal to 25% of his annualized base salary, plus an additional $150,000, determined by the Executive Compensation Committee to be reasonable in light of his ultimate responsibility for supervising the overall execution of the turnaround plan, of which $50,000 was paid in December 2013.  All other payments under the Retention Bonus Plan were paid on or about April 11, 2014 (the “Payment Date”) to those plan participants employed as of the date of adoption of the Retention Bonus Plan that remain employed with the Company through and as of the Payment Date.  The applicable payout amounts for Mr. Simone and the Company’s current Named Executive Officers are as follows:  Mr. Simonedisclosed in "Executive Compensation – $265,000; Mr. BeckhamCompensation Discussion and Analysis – $75,000 (25%Compensation Paid to Our Named Executive Officers – Executive Compensation – Summary Compensation Table."

Other Elements of base salary); and Mr. Weindel – $53,751 (25% of base salary). If a participant in the Compensation

Retention Bonus Plan voluntarily terminates his employment at any time after receipt of a payment under the Retention Bonus Plan and before the one-year anniversary of the adoption of the Retention Bonus Plan, or October 30, 2014, the plan participant will be required to repay his or her retention bonus award to the Company. 

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Severance and Change in Control Benefits
In October 2013, the Executive Compensation Committee approved a change in control/severance plan (the “Management Severance Plan”) for certain

Certain of the Company’s officers, including itsour Named Executive Officers.  The Executive Compensation Committee determined that it was appropriate to adopt the Management Severance Plan as a means of assuring the continued focus of the newOfficers, including Messrs. Borrows, Tewari, and expanded management team that is critical to the successful execution of the Company’s turnaround strategy, and mitigating any uncertainty regarding future employment resulting from hostile activity to acquire the Company.  In connection with its adoption of the Management Severance Plan, the Executive Compensation Committee consulted with management and the Company’s independent financial and legal advisors, and CSI reviewed and evaluated the terms of the Management Severance Plan in accordance with its engagement by the Board.

The Management Severance Plan provides that the plan participants will enter intoRhodes, have substantially identical Change in Control/Severance Agreements (each, a “Severance Agreement”"Severance Agreement") and will bewith the Company. Mr. Weindel was also party to a Severance Agreement prior to the termination of his employment in February 2016. Under the Severance Agreements, the participant is entitled to certain severance benefits thereunder if (i) following adoption ofwe terminate the Management Severance Plan, a participant is terminated by the Companyparticipant’s employment without “cause”"cause" (as defined in the Severance Agreement) other than in connection with or following a “change"change in control”control" (as defined in the Severance Agreement) (the “Severance Benefit”"Severance Benefit") or (ii) in the event of and for the twelve-month period following a “change"change in control,”" we or our successor terminate the Company or its successor terminates a participant’s employment without “cause”"cause" or the participant is subject to a “constructive termination”"constructive termination" (as defined in the Severance Agreement) (the “Change-in-Control Benefit”"Change-in-Control Benefit").  The Management Severance Plan provides that the Severance Benefit and the Change-in-Control Benefit are mutually exclusive and a planthe participant would not be entitled to both benefits.

With respect to the Severance Benefit, planthe participants will be entitled to receive a monthly severance payment equal to the participant’sparticipant's base monthly salary at the time of termination without “cause”"cause" for a fixed period of time ranging from six months to twelveeighteen months.  Eligibility for the payment of the Severance Benefit is subject to execution by the recipient of a general release of claims against the Company.us and ongoing compliance with certain restrictive covenants.  The aggregate payments of Severance Benefits to which the Company’s Named Executive OfficersMessrs. Borrows, Weindel, Tewari, and Rhodes would be entitled, assuming each officer’s termination occurred as of October 30, 2013,December 31, 2015, are as follows:  Mr. SimoneBorrows – $460,000; Mr. Beckham – $300,000; and$472,500; Mr. Weindel – $215,004.

$223,604; Mr. Tewari – $440,000; and Mr. Rhodes – $100,145.

 

With respect to the Change-in-Control Benefit, each participant with the exception of Mr. Simone, willwould be entitled to receive a lump sum severance payment equal to a percentage of his annual base salary at the time of the “change"change in control”control" (ranging from 50%100.0% to 150%150.0%) and up to 18 months of continued coverage under the Company’sour healthcare insurance plans. Certain participants also would be entitled to payment for relocation services. Each of Messrs. BeckhamBorrows and Tewari would be entitled to a lump sum payment equal to 150.0% of his base salary, 18 months of continued medical coverage, $50,000 for relocation services, and a lump sum payment equal to 150.0% of the target amount of any short-term incentive cash compensation that would have been paid to him in the year of the "constructive termination" (as defined in the Severance Agreement). Mr. Weindel would be entitled to a lump sum payment equal to 100% of his base salary and 12 months of continued medical coverage. Mr. Simone willRhodes would be entitled to a lump sum payment equal to 250%100.0% of his base salary, plus his target performance bonus and 2412 months of continued medical coverage.  In addition, certain participants would receive lump sum cash payments for relocation services ranging from $20,000 to $50,000.  Mr. Simone would be entitled tocoverage, and $50,000 for relocation services. The aggregate cash payments of Change-in-Control Benefits (which does not include the value of the continued medical coverage) to which Mr. SimoneMessrs. Borrows, Weindel, Tewari, and the Company’s Named Executive OfficersRhodes would be entitled, assuming each officer’s termination in the event of a “change"change in control”control" on December 31, 2013,2015, are as follows: Mr. SimoneBorrows – $2,012,500; Mr. Beckham – $300,000; and$590,000; Mr. Weindel – $215,004.

$223,604; Mr. Tewari – $710,000; and Mr. Rhodes – $250,290. On February 8, 2016, Mr. Weindel’s employment with the Company terminated and he subsequently received certain benefits in lieu of those provided by his Severance Agreement. See “Executive Compensation – Compensation Decisions with Respect to 2016” for additional details.

The Management Severance Plan doesAgreements do not provide for a gross-up payment to any of the plan participants to offset any excise taxes that may be imposed on excess parachute payments under Section 4999 of the Internal Revenue Code.  Instead, under the Management Severance Plan,Agreements, if such excise taxes would be imposed, the executive will either receive all of the benefits to which he is entitled under the agreement, subject to the excise tax, or have his benefits under the agreement reduced to a level at which the excise tax will not apply, depending upon which approach would provide the executive with the greater net after-tax benefit.

32

Under certain circumstances in which there is a change in control, certain outstanding unexercisable stock options and unvested restricted stock granted to recipients, including our Named Executive Officers, may become immediately exercisable or subject to immediate vesting, respectively, upon the occurrence of such event, notwithstanding that such stock options or restricted shares may not otherwise have been fully exercisable or fully vested. Awards granted prior to 2009 do not provide for any acceleration of payment. Awards granted after January 1, 2009 provide for the payment, or acceleration of payment, of compensation in connection with anya change of control of the Company.control. The Executive Compensation Committee may provide for acceleration of vesting of individual awards in connection with any future awards.

Generally, and as qualified by the terms of the 2004 Equity Incentive Plan and the relevant award notices, a change in control occurs if: (i) someoneany person or group acquires more than 50% or more of the combined voting power of the stockour outstanding stock; (ii) we consummate a merger or other business combination, a sale of more than 50% of our assets, a liquidation or dissolution, or any combination thereof, except any such transaction where our stockholders own more than 50% of the Company, unless after the transaction more than 75%voting power of the acquiring company is owned by allsurviving entity or substantially allpurchaser of those persons who were beneficial owners of the Company prior to such acquisition; (ii)our assets or where a majority of ourthe directors is replaced, other than by new directors approved by existing directors; (iii) we consummate a reorganization, merger, or consolidation where, following such transaction, all or substantially all of those persons who were beneficial owners of the Company immediatelyin office prior to the transaction do not own, immediately after the transaction, more than 75%remain as a majority of the outstanding securitiesboard of directors of the resulting corporation;surviving entity; or (iv) we sell(iii) within any 24 month period, the directors serving immediately before the beginning of such period (and certain subsequently serving directors approved by the Board) no longer constitute at least a majority of the Board or liquidate all or substantially allthe board of our assets.directors of any successor. The estimated value of stock options and restricted stock that would have vested for our Named Executive Officers as of December 31, 20132015, under the acceleration scenarios described above are as follows: John M. SimoneMr. Glaser – $1,434,109; Clifton R. Beckham$27,466; Mr. Borrows – $135,660;$107,160; Mr. Weindel – $357,114; Mr. Tewari – $614,519; and Michael R. Weindel, Jr.Mr. Rhodes – $83,692.$79,188. The value for the accelerated restricted stock was calculated by multiplying the closing market price of our stock on December 31, 20132015 ($13.38)17.45), the last trading day of the fiscal year, by the number of shares of accelerated restricted stock.

Employee Benefits

Our executive officers are eligible to participate in all of our employee benefit plans, such as our 401(k) plan, employee stock purchase plan, and medical and dental plans, in each case, on the same basis as other employees. In addition, we also provide to our executive officers, including our Named Executive Officers, premium payments on life insurance policies, under which we are not the beneficiary.

 

Non-Qualified Deferred Compensation

We do not offer, and our Named Executive Officers did not participate in, any non-qualified deferred compensation programs during the year ended December 31, 2015.

Pension Benefits

We do not offer, and our Named Executive Officers did not participate in, any pension plan during the year ended December 31, 2015.

Compensation Paid to our Named Executive Officers

President and Chief Executive Officer Compensation Structure

Thomas Glaser served as our Interim COO from April 2015 to July 2015 and our President and CEO from July 2015 to January 2016. While serving as our Interim COO, Mr. Glaser was compensated under a consulting agreement with the Company, dated April 6, 2015 (the "Consulting Agreement"). Pursuant to the Consulting Agreement, Mr. Glaser received a consulting fee of $30,000 per month (prorated for any subsequent partial month) and was eligible to receive reimbursement of all reasonable and customary expenses incurred or paid by Mr. Glaser in connection with, or related to, the performance of services under the Consulting Agreement, including living and travel expenses, of which he received $21,226. Mr. Glaser was paid under the Consulting Agreement from April 2015 to July 7, 2015, and starting July 7, 2015, Mr. Glaser was paid pursuant to the terms of his appointment as President and CEO, as described below.

In connection with his appointment as our President and CEO in July 2015: (i) Mr. Glaser's annualized base salary was set at $460,000, (ii) Mr. Glaser was eligible to receive a living and travel allowance, plus a tax gross-up on reimbursements paid, of which he received $43,320 and (iii) Mr. Glaser was eligible to participate in the 2015 Management Bonus Plan and eligible to earn between 20.0% and 150.0% of his base salary depending on the level of 2015 Company Goals achieved, if any, prorated to 75.0% for actual service in 2015 (including his service as our Interim COO from April 2015 to July 2015).

On January 14, 2016, in recognition for his service as our Interim COO and then President and CEO, Mr. Glaser was awarded a one-time grant of 6,500 restricted shares, vesting in three equal annual installments, beginning on January 14, 2017, subject to continued service on the Board and certain other forfeiture provisions.

On June 19, 2014, Mr. Glaser signed an agreement with Baker Street Capital Management, LLC ("Baker Street") and Stone House Capital Management, LLC ("Stone House"), each of which was a shareholder of the Company, whereupon Mr. Glaser agreed to serve on the Board. Baker Street and Stone House also agreed to pay Mr. Glaser certain fees based upon appreciation the Company's common stock after the occurrence of certain triggering events (the "Compensation Agreement"). On June 3, 2015, the parties amended the Compensation Agreement to reflect the following terms: (i) Baker Street paid Mr. Glaser $175,000, in full satisfaction of any obligations of Baker Street under the Compensation Agreement, (ii) Stone House paid Mr. Glaser $67,742, and (iii) on June 2, 2016, or on the date Stone House has sold its entire position in the Company, whichever occurs first, Stone House agreed to pay Mr. Glaser $15,323 in cash for every $1.00 per share that the Company's common stock exceeds $15.00 per share, up to a maximum of $432,258. The price per share for purposes of further payment is determined (i) based on the average market price for the 30 trading days immediately preceding June 2, 2016, if the triggering event for payment is June 2, 2016, or (ii) the final price per share received by Stone House when it exits its position in the Company, if the triggering event is Stone House’s sale of its entire position in the Company. The Company is not a party to the Compensation Agreement.

Throughout his service as Interim COO, President, and CEO, Mr. Glaser continued to receive payment for services as a member of our Board. See “Executive Compensation – Director Compensation” and “Executive Compensation – Narrative to Director Compensation” for additional details. We also provided Mr. Glaser with medical and dental insurance during his employment with the Company and paid $1,000 in premium payments on a life insurance policy under which we were not the beneficiary.

Base Salaries

In 2015, the annual base salaries for Messrs. Borrows, Weindel, Tewari, and Rhodes were $225,000, $223,604, $275,000 and $200,290, respectively. Mr. Tewari’s base salary was prorated for the partial year.


2015 Management Bonus Plan Measures and Targets

The following table sets forth the 2015 Management Bonus Plan target for each Named Executive Officer, as a percentage of his base salary:

 

 

2015 Annual Performance-Based

Cash Incentive At Target, as aPercentage

  

2015 Management Bonus Weighting

 
Named Executive Officer  of Base Salary  

Company

  

Department

 

Mr. Glaser

  100%  100%  — 

Mr. Borrows

  60%  50%  50%

Mr. Weindel

  60%  50%  50%

Mr. Rhodes

  30%  50%  50%

Mr. Simone

  100%  100%  — 

Mr. Overla

  60%  50%  50%

As participants in the 2015 Management Bonus Plan our Named Executive Officers were eligible to receive incremental cash bonuses upon achievement of certain levels of the 2015 Company Goals:

2015 Company Goals

 

Metrics

 

Minimum

  

Target

  

Maximum

 

Operating Income (000’s)

 $25,556  $31,945  $38,334 

Operating Ratio

  95.5%  94.3%  93.2%

ROIC(1)

  3.87%  4.83%  5.80%

(1) ROIC is calculated by taking tax-affected operating income over total assets less cash and cash equivalents.

Each performance metric was weighted equally (1/3 each) for purposes of calculating the bonus. The total bonus achievable (represented as a percentage of base salary) for each Named Executive Officer is set forth in the table below. The percentages provided reflect the fact that 50% of the bonus opportunity was calculated based on achievement of the 2015 Company Goals and 50% of the bonus opportunity was calculated based on the achievement of departmental goals, except with respect to Messrs. Glaser and Simone. Messrs. Glaser’s and Simone’s bonus opportunities were calculated based only on the achievement of 2015 Company Goals.

  

Potential Payouts

(as a % of Base Salary)

 
  

2015Company Goals

  

Departmental Goals

 

Named

Executive

Officer

 

Minimum(1)

  

Target

  

Maximum

  

Minimum

  

Target

  

Maximum

 

Messrs. Glaser and Simone

  60%  100%  150%  —   —   — 

Messrs. Borrows, Weindel, and Overla

  10%  30%  50%  10%  30%  50%

Mr. Rhodes

  5%  15%  25%  5%  15%  25%

(1)

The minimum percentage stated in this column reflects the aggregate percentage payable upon minimum achievement of all three 2015 Company Goals. The Named Executive Officers could earn a bonus if one or more of the 2015 Company Goals were achieved, with each 2015 Company Goal being weighted equally (1/3 each). Accordingly, the minimum bonus achievable, expressed as a percentage of base salary, was 20% for Messrs. Glaser and Simone (prorated for period of employment), 3.33% for Messrs. Borrows, Weindel, and Overla, and 1.67% for Mr. Rhodes.

The Executive Compensation Committee also created specific parameters for awarding bonuses within certain incremental ranges of achievement of the 2015 Company Goals by providing that bonuses would be prorated for results that fall between the minimum and target and between the target and maximum payout goals.


2015 Company Financial Performance

The Executive Compensation Committee reviewed the 2015 Company Goals and our 2015 year-end results and, based upon such review and after adjustment for certain items, determined that the 2015 Company Goals had collectively been achieved at the levels noted below.

Operating ratio and ROIC, adjusted for certain items, were achieved above target but below maximum, or approximately 19.6% of the incremental range between target and maximum for operating ratio and 48.9% of the incremental range between target and maximum for ROIC. This resulted in bonus achievement attributable to these metrics equal to 81.9% of annualized base salary for Messrs. Simone and Glaser (subject to proration for period of service), 24.6% of annualized base salary for Messrs. Borrows and Weindel, and 12.3% of annualized base salary for Mr. Rhodes.

Operating income, adjusted for certain items, was achieved above minimum but below target, or approximately 15.7% of the incremental range between minimum and target operating income. This resulted in bonus achievement attributable to this metric equal to 21.0% of annualized base salary for Messrs. Simone and Glaser (subject to proration for period of service), 3.5% of annualized base salary for Messrs. Borrows and Weindel, and 1.8% of annualized base salary for Mr. Rhodes.

In determining the levels of achievement noted above, the Executive Compensation Committee excluded the effect of approximately $3.2 million in restructuring, severance, and related expenses, which included severance payments made to Mr. Simone, Overla, and one other former executive officer of the Company, fees payable to corporate recruiters in connection with the search for and appointment of our new CEO and our new President – SCS, and expenses incurred in connection with the planned closure of two maintenance facilities. The Executive Compensation Committee viewed these as nonrecurring items and therefore determined that their exclusion was appropriate.

2015 Individual/Departmental Performance

In addition to the financial performance measures listed above, each Named Executive Officer had individual and departmental goals as recommended by the CEO, and the Executive Compensation Committee approved the payout amount for performance expectations. Individual performance and subsequent compensation decisions are based on the achievement of strategic goals and objectives for the year with respect to the department or business lines for which the individual is responsible, the critical nature of the individual’s role, the difficulty of replacement, his expected future contributions, and his role relative to that of other executive officers.

Mr. Borrows’ execution of key strategic initiatives, which included consolidated income and cash flow improvements, along with other finance and accounting efficiency measures, generated year-over-year improvements in adjusted operating ratio and resulted in achievement of a maximum level payout for the portion of his bonus attributable to departmental goals.

Mr. Weindel oversaw the increase in gross margin percentage in SCS as compared to 2014, but missed other SCS segment performance measures compared to the 2015 operating plan targets for the SCS segment, resulting in a target level payout of the portion of his bonus attributable to departmental goals.

Mr. Rhodes performance improvements included server availability and other information technology efficiency measures during 2015, which resulted in a maximum level payout for the portion of his bonus attributable to departmental goals.

2015Management Bonus

In addition to the bonuses awarded under the 2015 Management Bonus Plan, the Executive Compensation Committee awarded Mr. Borrows a discretionary bonus of $14,332 in recognition of his leadership of our accounting and financial departments during fiscal 2015, including with respect to obtaining and administering our new credit facility and implementing a share repurchase program which returned approximately $17.9 million to stockholders in 2015. Finally, the Executive Compensation Committee awarded Mr. Rhodes, upon the recommendation of the CEO, a discretionary bonus of $25,000.


The table below shows each Named Executive Officer’s bonus amount under the 2015 Management Bonus Plan, any discretionary bonus, and total bonus expressed as a percentage of base salary:

Named Executive Officer

 

2015 Management

Performance Payout

  

Discretionary Bonus

  

Total Bonus as a %

ofBase Salary

 

Mr. Glaser

 $355,907   —   102.9%(1)

Mr. Borrows

 $175,668  $14,332   84.4%

Mr. Weindel

 $129,885   —   58.1%

Mr. Rhodes

 $78,188  $25,000   51.5%

Mr. Simone

 $243,803   —   102.9%(1)

Mr. Overla

 $138,375   —   60.0%

(1)

Percentage based on annualized salary. For Messrs. Glaser and Simone, bonus amount was prorated for the period of time each served as our CEO during 2015.

Mr. Tewari 2015 Bonus Plan

Pursuant to his September 2015 employment agreement, the Executive Compensation Committee awarded Mr. Tewari a signing bonus of $100,000 upon his appointment as President – Trucking, with the opportunity to earn an additional cash bonus of up to $100,000 for the fourth quarter of 2015 (the “Cash Bonus”). In connection with the Cash Bonus, the Executive Compensation Committee set the following goals, with a measurement period of the fourth quarter 2015, each weighted equally: (i) loaded rate per mile with a minimum of $1.875 and a target of $1.884 and (ii) seated truck count with a minimum of 1,440 and a target of 1,450. The minimum for each goal must have been met in order for Mr. Tewari to be eligible for the Cash Bonus. If the minimum for each of these performance goals was met, Mr. Tewari would be eligible to receive 50.0% ($50,000) of the Cash Bonus for each target level that was met or exceeded. The Executive Compensation Committee reviewed the fourth quarter 2015 results and, based upon such review, determined that the target level for each goal was achieved. Accordingly, Mr. Tewari earned a Cash Bonus of $100,000.

2015 LTIP and Equity Awards to Mr. Tewari

Pursuant to the 2015 LTIP, Mr. Borrows received 1,700 shares of restricted stock subject to performance-based vesting and 1,700 shares of restricted stock subject to time-based vesting; Mr. Weindel received 1,500 shares of restricted stock subject to performance-based vesting and 1,500 shares of restricted stock subject to time-based vesting; and Mr. Rhodes received 1,300 shares of restricted stock subject to performance-based vesting and 1,300 shares of restricted stock subject to time-based vesting. Shares of restricted stock subject to time-based vesting will vest in 25.0% increments over four years beginning on the first anniversary of the grant date (January 22, 2016), subject to continued employment and certain other forfeiture provisions. Shares of restricted stock subject to performance-based vesting will vest at the conclusion of a three-year performance period ending December 31, 2017, subject to achievement of certain levels of ROIC, ranging from a minimum of 50.0% vesting upon the achievement of ROIC of 7.0%, to a target of 100.0% vesting upon achievement of ROIC of 8.5%, to a maximum of 200.0% vesting upon achievement of ROIC of 10.0% or greater. Failure to achieve at least 7.0% ROIC will result in forfeiture of the performance shares. Under the 2015 LTIP, ROIC is calculated annually, based upon consolidated financial results for the Company, by taking tax-affected operating income over total assets less cash and cash equivalents. The level of achievement is determined at the end of the three-year performance period based on the fiscal year in such three-year performance period in which the Company achieved the highest annual ROIC.

In July 2015 the Executive Compensation Committee granted Mr. Borrows 760 shares of restricted stock, based on achievement of certain 2014 performance goals, scheduled to vest in equal increments over the first through the fourth anniversaries of January 22, 2015, subject to certain forfeiture and acceleration provisions.

In connection with his appointment as President –Trucking, Mr. Tewari received (i) the opportunity to earn a performance-based equity award of stock of up to 100.0% of base salary, prorated for the four calendar months during which Mr. Tewari was employed with the Company in 2015 (the "Performance-Based Equity Award"), (ii) a grant of 29,019 shares of restricted stock, to vest in equal 25.0% installments over four years, beginning September 30, 2016, conditioned on continued employment and certain other forfeiture provisions, and (iii) the opportunity to earn a performance-based equity award of restricted stock of up to 40.0% of base salary, prorated for the four calendar months during which Mr. Tewari was employed with the Company in 2015, to vest in four equal installments over a period of four years, beginning on the first anniversary of the grant date (the "Performance and Time-Vested Equity Award"). In connection with the Performance-Based Equity Award and the Performance and Time-Vested Equity Award, the Executive Compensation Committee set goals that included unseated truck count, seated truck count, miles per truck per day, and daily load count, in each case based on the average for the fourth quarter of 2015, subject to certain adjustments. Each metric was weighted 25% in calculating the total award.


The Performance-Based Equity Award contemplated a minimum award of 20% of base salary (with 5% sub-minimum attributable to each performance goal), a target of 60.0% of base salary, and a maximum of 100.0% of base salary. The minimum, target, and maximum levels of achievement for the Performance-Based Equity Award were as follows: (i) 94, 90, and 86, respectively, for unseated truck count; (ii) 1,440, 1,450, and 1,460, respectively, for seated truck count; (iii) 287, 294, and 300, respectively, for miles per truck per day; and (iv) 663, 675, and 700, respectively, for weekly load count. The Executive Compensation Committee reviewed the fourth quarter 2015 results and, based upon such review, determined that the performance goals were achieved on a consolidated basis at the 72.5% level. Accordingly, Mr. Tewari was awarded 4,227 shares of our common stock. The number of shares of our common stock was determined by multiplying 72.5% by Mr. Tewari's base salary, prorated for the four calendar months during which Mr. Tewari was employed with the Company in 2015, and dividing that amount by the closing price of our common stock on February 26, 2016 of $15.72.

The Performance and Time-Vested Equity Award contemplated a minimum award of 20% of base salary (with 5% sub-minimum attributable to each performance goal), a target of 30.0% of base salary, and a maximum of 40.0% of base salary. The minimum, target, and maximum levels of achievement for the Performance and Time-Vested Equity Award were the same as those noted above for the Performance-Based Equity Award, with the following exceptions: (i) the target level for seated truck count was 1,447; and (ii) the target level for miles per truck per day was 290. The Executive Compensation Committee reviewed the fourth quarter 2015 results and, based upon such review, determined that the goals were achieved at the 33.8% level. Accordingly, Mr. Tewari earned 1,970 shares of restricted stock. The number of shares of restricted stock awarded was determined in the same manner as the number of shares awarded for the Performance-Based Equity Award, as set forth above. The shares will vest in four equal installments, beginning September 30, 2016, and through and including September 30, 2019, subject to continued employment and certain other forfeiture provisions.

Other Compensation

We also provided Messrs. Borrows, Weindel, Tewari, Rhodes, and Overla with medical and dental insurance. We also paid premium benefits in the amount of $1,000 for Mr. Weindel, and $750 for each of Messrs. Rhodes and Overla, on life insurance policies for each of our Named Executive Officers, under which we are not the beneficiary, or made cash payments in lieu thereof to our Named Executive Officers. In addition, we reimbursed Messrs. Borrows and Tewari for relocation expenses totaling $69,725 and $9,426, respectively.

The Role of Stockholder Say-on-Pay Vote

At the Company’sour 2015 Annual Meeting, held on May 8, 2013, our stockholders had the opportunity to cast an advisory vote (a “say-on-pay”"say-on-pay" proposal) on the compensation of our executive officers as disclosed in our proxy statement for that meeting. Stockholders approved the say-on-pay proposal by the affirmative vote of 88.0%97.7% of the sharesvotes cast on that proposal. The Executive Compensation Committee believes this affirms stockholders’ support of the Company’sour approach to executive compensation, and accordingly the Executive Compensation Committee did not change its overall philosophy in designing the compensation plan for fiscal 2013.2015. The Executive Compensation Committee will continue to consider the outcome of the Company’sour say-on-pay votes when making future compensation decisions for our Named Executive Officers. 

At the Company’sour 2011 Annual Meeting, held on May 4, 2011, our stockholders also had the opportunity to cast an advisory vote (a “say-on-frequency”"say-on-frequency" proposal) on how often the Companywe should include a say-on-pay proposal in itsour proxy statements for future Annual Meetings. Stockholders had the choice of voting to have the say-on-pay vote every year, every two years or every three years. The frequency receiving the highest number of votes was every year. In accordance with this vote, at the current time our Board of Directors has determined it will hold the say-on-pay advisory vote every year.

Accounting and Tax Considerations

In making its compensation decisions, the Executive Compensation Committee considers, and attempts to comply with, the performance-based compensation exception under Section 162(m) of the Internal Revenue Code.  Under  Section 162(m), a limitation is placed on tax deductions limits to $1 million the amount of any publicly-held corporation for individual compensation to certain executives exceeding $1,000,000nonperformance-based remuneration that we may deduct from our taxable income in any tax year with respect to our CEO and the three other most highly compensated executive officers, other than the CFO, at the end of the year. Section 162(m) provides, however, that we may deduct from our taxable year, unlessincome without regard to the $1 million limit the full value of all “qualified performance-based compensation.” Our base salary, certain equity awards, certain cash bonuses, and other personal benefits are not considered “qualified performance-based compensation” and therefore are subject to the limit on deductibility. Our Incentive Plan and certain awards made under our Incentive Plan may be able to qualify as “qualified performance-based compensation” if certain requirements are met.


In certain circumstances, however, the Executive Compensation Committee may determine it is necessary or advisable, in order to retain executives or attract candidates for senior level positions, to offer compensation ispackages in which the non-performance-based elements exceed the $1 million Section 162(m) limit. The Executive Compensation Committee makes no assurance that such compensation will be fully deductible for federal income tax purposes. Moreover, even if the Executive Compensation Committee intends to grant compensation that qualifies as “qualified performance-based and meets certain other requirements including stockholder approval and outside director administration.  To date, no executive officer has receivedcompensation” for purposes of Section 162(m) of the Code, we cannot guarantee that such compensation in any year that exceeded $1,000,000.  will so qualify or ultimately will be deductible.

The Executive Compensation Committee also considers, and attempts to avoid, any additional taxes or interest charges under Section 409A(a)(1)(B) of the Internal Revenue Code.  If an executive is entitled to nonqualified deferred compensation benefits that are subject to Section 409A, and such benefits do not comply with Section 409A(a)(2), (3), and (4), then the benefits are taxable in the first year that they are not subject to a substantial risk of forfeiture and are subject to additional tax plus interest under Section 409A(a)(1)(B).

33
Recent

Compensation Decisions

2014 Management Bonus Plan

On February 25, 2014, with Respect to 2016

In January 2016, in connection with his appointment as our President and CEO, the Executive Compensation Committee approved compensation for Mr. Rogers as follows: (i) an annualized base salary of $425,000, (ii) a grant of 21,802 restricted shares, 25% of which will vest on June 30, 2016, and the remaining 75% of which will vest in three equal annual installments, beginning on January 14, 2017, subject to continued employment and certain other forfeiture provisions, (iii) a cash signing bonus of $150,000, (iv) participation in the Company's Management Bonus Plan for 2016 (the “2014 Plan”"2016 Management Bonus Plan").  The 2014 Plan’s objectives are to attract, retain, and motivate key management employees, to reward those management employees for meeting or exceeding their performance targets, and to align the incentive rewards, with the Company’s long-term objective of creating and growing economic value for its stockholders.  The 2014 Plan consists of cash and equity incentive awards.  The 2014 Plan will be administered by the Executive Compensation Committee, which will make all decisions regarding 2014 Plan participants and awards.

2014 Plan participants will be paid(x) a cash percentage and an equity percentagebonus of theirup to 150% of prorated base salaries with thesalary for 2016, subject to achievement of certain levelsthe 2016 Management Bonus Plan goals, as discussed below, (y) a grant of consolidated 2013 pretax income.

Each applicable levelrestricted shares equal to 40% of consolidated 2014 pretax income corresponds to a percentage bonus opportunity for the employee that is multiplied by the employee’sannualized base salary for 2016 (12,152 shares), with vesting conditioned upon achievement of 2016 Short-Term Incentive Plan (the "2016 STIP") goals, as discussed below, and (z) a grant of restricted shares equal to determine the employee’s cash bonus.  Pursuant to the Plan, John M. Simone, as a named executive officer, may receive between 25% and 125%150% of hisannualized base salary and Clifton R. Beckham and Michael R. Weindel,for 2016 (45,568 shares), with vesting conditioned upon achievement of 2016 Long-Term Incentive Plan (the "2016 LTIP") goals, as named executive officers, may receive between 20% and 100% of their respective base salaries, depending on the applicable level of consolidated 2014 pretax income achieved, if any.

The equity awards, if any, will consistdiscussed below, (v) a grant of restricted stock.  Each applicable level of consolidated 2014 pretax income correspondsshares equal to a percentage bonus opportunity for the employee.  The percentage is multiplied by the employee’s base salary and that amount is divided by$250,000 (18,169 shares), with vesting conditioned upon the closing price of the Company’s common stock being $50.00 per share or higher on five of the day followingtwenty trading days immediately preceding the releasethird anniversary of its 2014 earnings to determine the number of shares to be awarded.  Pursuant to the Plan, John M. Simone, Clifton R. Beckham,grant date, with prorated vesting (between 50% and Michael R. Weindel, as named executive officers, may receive between 10% and 30% of their respective base salaries in equity, depending on the applicable level of consolidated 2014 pretax income achieved,100%) if any.  Instead of restricted stock, the Committee may, at its discretion, choose to award the shares in the form of nonqualified stock options, the number of which would be determined based upon the Black-Scholes-Merton cost model and the exercise price of which would be the closing price of the Company’s common stock on the day following the release of its 2014 earnings.  The equity awards will vest one-fourth each year beginning on the anniversary of the date of grant, conditioned onis greater than $45.00 and less than $50.00 during such twenty-day period, subject to continued employment and certain other forfeiture provisions, (vi) a relocation allowance of up to $60,000, (vii) upon a qualifying severance event, subject to other customary provisions, twelve months of salary continuation and an amount equal to his short-term cash incentive target ("STI Target"), and (viii) upon a qualifying change-in-control event, subject to other customary provisions, (w) accelerated vesting of equity grants at certain levels, (x) a lump sum payment equal to 150% of his annual base salary and STI Target, (y) a $50,000 relocation services benefit, and (z) reimbursement, on an after-tax basis, of any premiums paid by Mr. Rogers pursuant to COBRA, for a period of 18 months.

In January 2016, the Executive Compensation Committee approved the following compensation for Mr. Borrows (i) an increase in annualized base salary from $225,000 to $300,000, and (ii) participation in the 2016 Management Bonus Plan, as follows: (x) a cash bonus of up to 100% of base salary for 2016, subject to achievement of 2016 Management Bonus Plan goals, as discussed below, (y) a grant of restricted shares equal to 40% of annualized base salary for 2016 (8,721 shares), with vesting conditioned upon achievement of 2016 STIP goals, as discussed below, and (z) a grant of restricted shares equal to 100% of annualized base salary for 2016 (21,802 shares), with vesting conditioned upon achievement of 2016 LTIP goals, as discussed below.

In January 2016, the Executive Compensation Committee approved Mr. Glaser’s compensation for his service as a director and Vice Chairman of the Board as follows: (i) an annual cash retainer of $40,000, (ii) an annual equity retainer of $60,000 (4,360 shares), and (iii) meeting fees provided to other non-employee directors of the Company.

In March 2016, the Company entered into a Separation Agreement and General Release with Mr. Weindel (the “Weindel Separation Agreement”) in connection with the termination of his employment. Under the Weindel Separation Agreement, Mr. Weindel is entitled to receive (i) a lump sum of $129,885, representing the approximate amount of cash bonus Mr. Weindel would have been entitled to receive under the 2015 Management Bonus Plan, (ii) $18,634 per month for 12 months, representing 12 months’ salary for Mr. Weindel, and (iii) a lump sum of $20,906, which was determined based on the estimated cost to cover premium expense of purchasing COBRA continuation health insurance for up to 12 months following the termination. The benefits provided to Mr. Weindel under the Weindel Separation Agreement were in lieu of any amounts he was entitled to under his Severance Agreement.


In March 2016, the Executive Compensation Committee approved the 2016 Management Bonus Plan that rewards participants, including Messrs. Rogers, Borrows, Tewari, and Rhodes, with cash bonuses based on the achievement of certain performance objectives for the year ending December 31, 2016. Under the 2016 Management Bonus Plan, Mr. Rogers may receive a cash payout of up to 150% of his base salary depending upon the Company achieving certain asset light net revenue, Trucking segment operating ratio, and ROIC performance objectives set by the Executive Compensation Committee, subject to certain adjustments (the “2016 Company Goals”). Messrs. Borrows and Tewari may receive a cash payout of up to 100% of their respective base salaries and Mr. Rhodes may receive a cash payout of up to 50% of his base salary based upon the attainment of the 2016 Company Goals, weighted at 70%, and attainment of certain individual goals, weighted at 30%. The Executive Compensation Committee determined that increasing the percentage tied to the Company Goals to 70% in 2016 from 50% in 2015 further incentivizes alignment with consolidated performance.

In March 2016, the Executive Compensation Committee approved the 2016 STIP under which Messrs. Rogers, Borrows, and Tewari are eligible to receive certain equity awards with time-based vesting to incentivize retention. The amount of the STIP award is based on achievement of performance criteria for fiscal year 2016 (the "STIP Performance Period"). 2016 STIP participants are eligible to receive equity awards in the form of restricted stock. At its March 28, 2016 meeting, the Executive Compensation Committee approved a grant to Mr. Tewari of 6,451 shares of restricted stock, subject to vesting restrictions under the 2016 STIP. The restricted stock received under the 2016 STIP will be issuedearned at the conclusion of the STIP Performance Period, with 50% of the restricted stock, representing 20% of salary at the time of the grant, earned upon continuous employment through the STIP Performance Period, and with the opportunity to earn a maximum of 100% of the restricted stock, which represents 40% of base salary at the time of the grant, based upon achievement of the 2016 Company Goals. The restricted shares earned at the end of the STIP Performance Period, are subject to additional time-based vesting in equal annual installments through January 31, 2020, as well as continued employment and certain other forfeiture provisions.

In March 2016, the Executive Compensation Committee approved the 2016 LTIP under which Messrs. Rogers, Borrows, and Tewari are eligible to receive certain long-term equity awards. 2016 LTIP participants are eligible to receive equity awards in the form of restricted stock, with a performance period from January 1, 2016, through December 31, 2018. At its March 28, 2016 meeting, the Company's 2014 Omnibus Incentive Plan, ifExecutive Compensation Committee approved a grant to Mr. Tewari of 16,129 shares of restricted stock, subject to vesting restrictions under the 2016 LTIP. The restricted stock received under the 2016 LTIP will vest at the conclusion of the three-year performance period, subject to achievement of certain levels of ROIC, subject to certain adjustments, with the opportunity to earn between a minimum of 33.33% of the restricted stock, which represents 50% of base salary at the time of the grant for Mr. Rogers and 33.33% of base salary at the time of the grant for Messrs. Borrows and Tewari, and a maximum of 100% of the restricted stock, which represents 150% of base salary at the time of the grant for Mr. Rogers and 100% of base salary at the time of the grant for the Messrs. Borrows and Tewari.

Risks Regarding Compensation

As required by the SEC rules, the Executive Compensation Committee has assessed the risks that could arise from our stockholders at our 2014 Annual Meeting, scheduledcompensation policies for May 23, 2014.all employees, including employees who are not officers, and has concluded that such policies are not reasonably likely to have a materially adverse effect on us. In making this determination, the Executive Compensation Committee primarily considered the following factors:

●

Our general compensation structure utilizes a combination of short-term (such as base salary and performance-based annual cash bonuses) and long-term (equity awards) elements. This balanced mix aligns our compensation with the achievement of short- and long-term goals, promotes short- and long-term executive decision-making, and does not encourage or incentivize unreasonable risk-taking by employees in pursuit of short-term benefits.

●

Equity awards are limited by the terms of our Incentive Plan to a fixed maximum and are subject to staggered or long-term vesting schedules, which aligns the interests of our executive officers and employees with those of our stockholders.

●

The Executive Compensation Committee is comprised of only independent directors who review and make compensation decisions based on objective measurements and payment methodologies.

●

Base salaries for our employees are competitive and generally consistent with salaries paid for comparable positions in our industry. 

●

Our internal controls over financial reporting, audit practices and corporate codes of ethics and business conduct reinforce the balanced compensation objectives used by our Executive Compensation Committee.


34
Executive

Summary Compensation Tables

Table

The following table based on 2013 total compensation, sets forth certain information concerning the total compensation for fiscal year 2015 awarded to, earned by, or paid to our Named Executive Officers.

SUMMARY COMPENSATION TABLE
Name and Principal Position Year 
Salary
($)
 
Stock Awards
(2)(3)($)
 
Options Awards
(2)($)
 
All Other Compensation
($)
 
Total
($)
             
John M. Simone(1)
 2013 402,507 362,250 207,255 51,000(4)1,023,012
President and Chief Executive            
Officer            
             
Clifton R. Beckham
 2013 312,500 37,499 -- -- 349,999
Executive Vice President 2012 383,201 -- -- -- 383,201
and Chief Financial Officer            
             
Michael R. Weindel, Jr.
 2013 215,004 21,499 -- 1,000 237,503
Executive Vice President, 2012 221,085 -- -- 1,000 222,085
SCS and Dedicated Services            
             
Officers who were, as of December 31, 2015, (i) the two individuals serving as our CEO (Messrs. Glaser and Simone), (ii) the individual serving as our CFO (Mr. Borrows), (iii) our three other most highly compensated executive officers serving as of December 31, 2015 with total compensation exceeding $100,000 for fiscal year 2015 (Messrs. Tewari, Rhodes, and Weindel), and (iv) one individual who served as our Executive Vice President, Truckload Operations, for a portion of the fiscal year ended December 31, 2015, but who was not serving as an executive officer as of December 31, 2015 (Mr. Overla). Mr. John R. Rogers, our current President and CEO, is not included in this table since he joined us as an executive officer after December 31, 2015.

Name and Principal Position

 

Year

 

Salary

($)

  

Bonus

($)

  

Grant Date

Fair Value of

Stock Awards

(1)(2)($)

  

Grant

Date

Fair

Value of

Option

Awards

(3)($)

  

Nonequity

Incentive Plan Compensation

($)

  

All Other Compensation

($)

  

Total

($)

 

Thomas M. Glaser

 

2015

  230,711   --   89,440   --   355,907   479,787(4)   1,155,845 

FormerPresident and Chief ExecutiveOfficer

                              
                               

Michael K. Borrows

 

2015

  225,000   14,332   123,178   --   175,668   69,725(5)   607,903 

Executive Vice President and

 

2014

  57,542   --   44,993   --   75,000   4,900   182,435 

Chief Financial Officer

                              
                               

Michael R. Weindel, Jr.

 

2015

  220,454   --   88,830   --   129,885   1,000(6)   440,169 

FormerExecutive Vice President, SCS

 

2014

  219,139   --   64,491   --   215,004   54,751   553,385 
  

2013

  215,004   --   21,499   --   --   1,000   237,503 
                               

N. Martin Tewari

 

2015

  68,850   100,000   597,413   --   100,000   9,426(7)   875,689 

President - Trucking

                              
                               

Christian C. Rhodes

 

2015

  202,535   25,000   76,986   --   78,188   750(8)   383,459 

Vice President, Chief InformationOfficer

                              
                               

John M. Simone

 

2015

  247,930   --   751,048(9)   162,729(10)   243,803   492,158(11)   1,897,668 

FormerPresident and Chief Executive

 

2014

  460,008   --   138,012   --   575,010   216,000   1,389,030 

Officer

 

2013

  402,507   --   362,250   207,255   --   51,000   1,023,012 
         --                     

Russell A. Overla

 

2015

  170,806       91,791   --   138,375   359,993(12)   760,965 

FormerExecutive Vice President,

 

2014

  233,654   --   67,511   --   225,000   57,250   583,415 

Truckload Operations

 

2013

  130,385   --   22,496   --   --   19,750   172,631 

(1) In February 2013, in connection with his appointment as President and Chief Executive Officer, John M. Simone entered into an employment agreement with the Company (the “Employment Agreement”), which provides for (i) an annual base salary of $460,000, (ii) a grant of 75,000 shares of restricted stock, to vest in equal 25% installments over four years, beginning February 18, 2014, conditioned on continued employment and certain other forfeiture provisions, (iii) a grant of non-qualified stock options valued at $75,000 using a Black-Scholes model as determined by the Company with an exercise price of $4.83, which was the closing price of the Company’s Common Stock on February 19, 2013, to vest in equal 25% installments over four years, beginning February 18, 2014, conditioned on continued employment and certain other forfeiture provisions, (iv) participation in the 2013 Management Bonus Plan with a target annual incentive bonus of 75% of annual base salary, which will not be pro-rated for 2013, and (v) two special cash bonus opportunities of up to $50,000 each determined by the achievement of certain levels of financial performance for portions of 2013.  Mr. Simone’s Employment Agreement provides for monthly severance payments in an amount equal to Mr. Simone’s then-current base salary for a period of twelve months if the Company terminates Mr. Simone’s employment without cause.
(2)  

(1)

The amounts shownincluded in this column represent the aggregate grant date fair value computedof the awards granted to each Named Executive Officer in accordance with FASB ASC Topic 718 excluding("FASB 718"). The value ultimately realized by the impactrecipient may or may not be equal to this determined value. For a description of estimated forfeitures for service-based vesting conditions.these grants, see "Executive Compensation – Compensation Discussion and Analysis." See also “Note 12. Stock Plans” to our 2013 consolidated financial statements in “Item"Item 8. Financial Statements and Supplementary Data” ofData – Note 9: Equity Compensation and Employee Benefits Plans" in our Annual Report on Form 10-K for the year ended December 31, 20132015, for afurther discussion of the Company’sour stock plans and the methods used to account for stock plan activity.

(3) 

(2)

Awards of restricted stock are subject to vesting conditions, which may include continued employment, performance or other criteria. The amounts set forth have been calculated assuming all increments will vest, and the shares awarded have been valued at the grant date fair value.

(3)

The compensation disclosed in this column for 2015 represents the aggregate grant date fair value computed in accordance with FASB 718. See "Item 8. Financial Statements and Supplementary Data – Note 9: Equity Compensation and Employee Benefits Plans" in our Form 10-K for the year ended December 31, 2015, for further discussion of our stock plans and the methods used to account for stock plan activity.

 

(4) In

(4)

Upon his appointment as President and CEO, Mr. Glaser continued to receive compensation received by non-employee directors of the Company for his service as a director. The amount disclosed in this column includes (i) fees earned or paid in cash of $36,000 and (ii) a stock award of 1,574 restricted shares, granted on May 7, 2015, which will vest on the date of the 2016 Annual Meeting, subject to certain acceleration and forfeiture provisions, which are valued based on the aggregate grant date fair value computed in accordance with FASB 718. The amount provided also includes (i) $175,000 and $67,742 paid to Mr. Glaser by Baker Street Capital Management, LLC, and Stone House Capital Management, LLC, respectively, (ii) $21,226 in reimbursed living and travel expenses during Mr. Glaser’s tenure as Interim COO, pursuant to the Consulting Agreement, (iii) $96,000 in consulting fees paid during Mr. Glaser’s tenure as Interim COO, pursuant to the Consulting Agreement, (iv) $43,320 in reimbursed living and travel expenses (including gross up for taxes) during Mr. Glaser’s tenure as CEO, and (v) $504 in life insurance premium benefit. See “Executive Compensation – Compensation Paid to our Named Executive Officers –President and Chief Executive Officer Compensation Structure” for additional details. See also “Executive Compensation – Compensation Discussion and Analysis – Director Compensation.”

(5)

Includes $69,725 of reimbursed relocation expenses, including the gross up for taxes.

(6)

Includes $1,000 life insurance premium benefit.

(7)

Includes $9,426 paid to Mr. Tewari as part of a relocation allowance of up to $30,000 provided in connection with his appointment as President – Trucking.

(8)

Includes $750 life insurance premium benefit.

(9)

Mr. Simone’s Separation Agreement provided that 18,750 shares of restricted stock scheduled to vest on February 18, 2016, would vest on July 7, 2015. The amount set forth includes the Retention Bonus Plan approved byincremental fair value of the Executive Compensation Committeemodified award as of the modification date of $375,000, in October 2013, accordance with FASB 718.

(10)

Mr. SimoneSimone’s Separation Agreement provided that 10,727 nonqualified stock options scheduled to vest on February 18, 2016, would vest on July 7, 2015. The amount set forth represents the incremental fair value of the modified award as of the modification date of $162,729, in accordance with FASB 718.

(11)

Includes the following amounts payable under Mr. Simone’s Separation Agreement: (i) $460,000 in severance pay, which is eligible to receive a retention bonus equal to his annual base salary in effect as of the numbers 25%date of his annualized base salary, plus an additional $150,000,separation and is payable for a period of which $50,000twelve months following the Separation Date ($211,421 of this amount was paid in December 2013.2015), (ii) $1,957, representing reimbursement for the actual amount of Mr. Simone's COBRA continuation payments in 2015, (iii) $26,530 for vacation time and paid time off accrued but not used through the Separation Date, and (iv) $3,088 in reimbursed expenses associated with the conclusion of his employment. This amount also includes life insurance premium benefit of $583.

35

(12)

Includes the following amounts payable to Mr. Overla under his severance agreement and related letter agreement: (i) an aggregate of $345,938 in severance pay, which is equal to 18 months of his base salary in effect as of the date of his separation, and is payable in monthly installments for a period of eighteen months from the date of his separation ($57,656 of this amount was paid in 2015) and (ii) $13,305, representing payment for accrued but unused vacation time and paid time off as of his last day of employment with the Company. This amount also includes life insurance premium benefit of $750.

Narrative to the Summary Compensation Table

See “Executive Compensation”"Executive Compensation – Compensation Discussion and Analysis" for a description of our compensation plans pursuant to which the amounts listed under the Summary Compensation Table were paid or awarded and the criteria for such award or payment.

 

Grants of Plan-Based Awards

The following table sets forth information regarding the incentive awards granted to our Named Executive Officers during 2015.

 

     

Estimated Future Payouts

Under Non-Equity Incentive

Plan Awards (1)

  

Estimated Future Payouts Under

Equity Incentive Plan Awards

  

All Other

Stock

Awards:

  

All Other

Option

Awards:

  

Exercise

  

Grant Date

Fair

 
 Name 

Grant

Date

  

Threshold

($)

  

Target

($)

  

Maximum

($)

  

Threshold

(#)

  

Target

(#)

  

Maximum

(#)

  

Number 

of

Shares 

of Stocks

or Units

(#)

  

Number

of

Securities 

Underlying 

Options

(#)

  

or

Base

Price of 

Option 

Awards 

($/Sh)

  

 Value

of Stock

and

Option 

Awards

($) (2)

 

Thomas M. Glaser

 --(3)   69,151   345,756   518,634   --   --   --   --   --   --   -- 
  

5/07/15(4)

   --   --       --   --   --   1,574   --   --   39,995 
                                             

Michael K.

 --   7,493   135,000   225,000   --   --   --   --   --   --   -- 
Borrows 

1/22/15(5)

   --   --   --   --   1,700   --   --   --   --   50,337 
  

1/22/15(6)

   --   --   --   850   1,700   3,400   --   --   --   50,337 
  

7/29/2015(5)

   --   --   --   --   760   --   --   --   --   22,504 

Michael R.

 --   7,446   134,162   223,604   --   --   --   --   --   --   -- 
Weindel, Jr. 

1/22/15(5)

   --   --   --   --   1,500   --   --   --   --   44,415 
  

1/22/15(6)

   --   --   --   750   1,500   3,000   --   --   --   44,415 

N. Martin Tewari

 --(7)   50,000   100,000   100,000   --   --   --   --   --   --   -- 
  

9/30/15(8)

   --   --   --   --   --   --   29,019   --   --   499,997 
  

9/30/15(9)

   --   --   --  $4,583  $55,000  $91,667   --   --   --   66,448 
  

9/30/15(10)

   --   --   --  $4,583  $27,500  $36,667   --   --   --   30,968 

Christian C.

 --   3,345   60,087   100,145   --   --   --   --   --   --   -- 
Rhodes 

1/22/15(5)

   --   --   --   --   1,300   --   --   --   --   38,493 
  

1/22/15(6)

   --   --   --   650   1,300   2,600   --   --   --   38,493 

John M. Simone

 --(11)   92,000   460,000   690,000   --   --   --   --   --   --   -- 
  

1/22/15(5)

   --   --   --   --   6,350   --   --   --   --   188,024 
  

1/22/15(6)

   --   --   --   3,175   6,350   12,700   --   --   --   188,024 
  

7/7/15(12)

   --   --   --   --   --   --   18,750   --   --   375,000 
  

7/7/15(12)

   --   --   --   --   --   --   --   10,727  $4.83   162,729 

Russell A. Overla

 --(13)   7,680   138,375   230,625   --   --   --   --   --   --   -- 
  

1/22/15(5)

   --   --   --   --   1,550   --   --   --   --   45,896 
  

1/22/15(6)

   --   --   --   775   1,550   3,100   --   --   --   45,896 

(1)

Unless otherwise noted, these columns represent the approximate value of the payout to the Named Executive Officer based upon the attainment of certain consolidated performance goals and, for Messrs. Borrows, Weindel, and Rhodes, certain departmental goals, for the year ended December 31, 2015. The bonus threshold, target, and maximum set forth above are based upon the Named Executive Officer's 2015 base salary. For Messrs. Borrows, Weindel, and Overla, the target amount represents achievement of the performance goals at a level resulting in payment of 60% of their respective annual salaries. For Mr. Rhodes, the target amount represents achievement of the performance goals at a level resulting in payment of 30% of his annual salary.See "Executive Compensation – Compensation Discussion and Analysis"for additional detail with respect to the performance goals.

(2)

Except with respect to certain amended awards held by Mr. Simone and described in footnote 12, the amounts included in this column represent the aggregate grant date fair value of the awards granted to each Named Executive Officer in accordance with FASB 718. The value ultimately realized by the recipient may or may not be equal to this determined value. See "Item 8. Financial Statements and Supplementary Data – Note 9: Equity Compensation and Employee Benefits Plans" in our Form 10-K for the year ended December 31, 2015, for further discussion of our stock plans and the methods used to account for stock plan activity.

(3)

In connection with his appointment as President and CEO, Mr. Glaser was eligible to receive a cash bonus, with a target of 100% of his base salary, prorated to 75% for actual service in 2015, based upon attainment of certain consolidated performance goals for the year ended December 31, 2015. See "Executive Compensation – Compensation Discussion and Analysis"for additional detail with respect to the performance goals.


(4)

Upon his appointment as President and CEO, Mr. Glaser continued to receive compensation received by non-employee directors of the Company for his service as a director. The amount disclosed in this column includes a stock award of 1,574 restricted shares received for service on the Board during 2015, which will vest on the date of the 2016 Annual Meeting, subject to certain acceleration and forfeiture provisions. See also “Executive Compensation – Compensation Discussion and Analysis – Director Compensation.”

(5)

This row represents the potential number of shares to be awarded to the Named Executive Officer based upon time-based vesting requirements, as discussed in more detail in the “Executive Compensation – Compensation Discussion and Analysis." The shares awarded to each of Messrs. Simone, Overla, and Weindel were forfeited upon the termination of their employment with the Company.

(6)

This row represents the potential number of shares to be awarded to the Named Executive Officer based upon the attainment of specified levels of ROIC over a three-year period, as described in more detail inthe “Executive Compensation – Compensation Discussion and Analysis." The Executive Compensation Committee initially set performance objectives of operating income, operating ratio, and ROIC for the 2015 LTIP; however, before there was a contractual right to the award, the Executive Compensation Committee set the sole performance objective for the 2015 LTIP as ROIC. The shares awarded to each of Messrs. Simone, Overla, and Weindel were forfeited upon the termination of his employment with the Company.

(7)

Upon his appointment as President – Trucking, Mr. Tewari was eligible to receive a cash bonus of up to $100,000, based upon attainment of specified levels of loaded rate per mile and seated truck count for the fourth quarter of 2015. See "Executive Compensation – Compensation Discussion and Analysis"for additional detail with respect to the performance goals.

(8)

Upon his appointment as President – Trucking, Mr. Tewari received an initial equity grant valued at $500,000. The number of shares granted was calculated using the closing price ($17.23) of our common stock on the day Mr. Tewari's employment with the company began (September 30, 2015).

(9)

Upon his appointment as President – Trucking, Mr. Tewari was eligible to receive a performance-based equity grant with a value of up to 100.0% of base salary, prorated for the four calendar months during which Mr. Tewari was employed with the Company in 2015, based upon attainment of specified levels of unseated truck count, seated truck count, miles per truck per day, and daily load count, for the fourth quarter 2015, subject to certain adjustments. Because the award is payable in stock but denominated in dollars, the amounts shown reflect the potential dollar amounts awarded, in accordance with applicable SEC guidance. See "Executive Compensation – Compensation Discussion and Analysis"for additional detail with respect to the performance goals.

(10)

Upon his appointment as President – Trucking, Mr. Tewari was eligible to receive a time-vested equity grant with a value of up to 40.0% of base salary, prorated for the four calendar months during which Mr. Tewari was employed with the Company in 2015, based upon attainment of specified levels of unseated truck count, seated truck count, miles per truck per day, and daily load count, for the fourth quarter 2015, vesting in equal installments over four years, subject to certain adjustments. Because the award is payable in stock but denominated in dollars, the amounts shown reflect the potential dollar amounts awarded, in accordance with applicable SEC guidance. See "Executive Compensation – Compensation Discussion and Analysis"for additional detail with respect to the performance goals and vesting requirements.

(11)

In connection with his separation from the Company, Mr. Simone was eligible to earn any bonus he would have been entitled to receive under the 2015 Management Bonus Plan, prorated to reflect the period of time Mr. Simone was employed by the Company in 2015. The amounts provided reflect the non-prorated amounts awarded to Mr. Simone prior to his separation. See "Executive Compensation – Compensation Discussion and Analysis"for additional detail.

(12)

Represents 18,750 previously granted shares of restricted stock scheduled to vest on February 18, 2016, that vested on July 7, 2015, and 10,727 previously granted nonqualified stock options scheduled to vest on February 18, 2016, that vested on July 7, 2015. The vesting of these outstanding awards was accelerated to July 7, 2015 pursuant to the Separation Agreement. The indicated values of these awards represent the incremental fair value of the modified awards as of the modification date, in accordance with FASB 718.

(13)

In connection with his separation from the Company, Mr. Overla was paid a lump sum amount of $138,375, in cash, representing the target amount of non-equity incentive plan award under the 2015 Management Bonus Plan.


Narrative to Grants of Plan-Based Awards

See "Executive Compensation – Compensation Discussion and Analysis" for a complete description of these grants and the performance targets for payment of incentive awards.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information concerning outstanding exercisable and unexercisable option awards as of the end of fiscal year 2013.December 31, 2015. The following table also sets forth information concerning outstanding stock awards as of the end of fiscal year 2013December 31, 2015 that had been granted but that had not yet vested and had not yet been earned. For this purpose, an “unearned”"unearned" award is one for which it has not yet been determined whether the applicable performance goals will be met.


2013 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
Option AwardsStock Awards
Name
Number of Securities Underlying Unexercised Options
(#)
Exercisable
Number of Securities Underlying Unexercised Options
(#)
Unexercisable
Option Exercise Price
 ($)
Option Expiration Date
Equity Incentive Plan: Number of Unearned Shares, Units or Other Rights that Have Not Vested
(#)
Equity Incentive Plan: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested
($)
John M. Simone                                10,727 (5)4.8302/18/2023
10,727   (7)4.8302/18/2023
10,727   (8)4.8302/18/2023
10,729   (9)4.8302/18/2023
56,250  (17)752,625  (11)
Clifton R. Beckham                                541 (1)14.1808/01/2014
542 (2)14.1808/01/2015
726 (1)13.8808/01/2014
725 (2)13.8808/01/2015
674 (1)14.5008/01/2014
673 (2)14.5008/01/2015
923 (1)11.1908/01/2014
923 (2)11.1908/01/2015
451 (1)12.2108/01/2014
451 (2)12.2108/01/2015
281 (1)18.5808/01/2014
281 (2)18.5808/01/2015
258 (1)16.4908/01/2014
258 (2)16.4908/01/2015
292 (1)13.6108/01/2014
292 (2)13.6108/01/2015
441 (2)12.2008/01/2015
603 (2)12.5208/01/2015
654 (2)12.1108/01/2015
346 (2)9.0308/01/2015
451 (4)12.2108/01/2016
281 (4)18.5808/01/2016
258 (4)16.4908/01/2016
292 (4)13.6108/01/2016
441 (4)12.2008/01/2016
441 (6)12.2008/01/2017
603 (4)12.5208/01/2016
602 (6)12.5208/01/2017
654 (4)12.1108/01/2016
655 (6)12.1108/01/2017
346 (4)9.0308/01/2016
345 (6)9.0308/01/2017
20,966 (10)280,525 (11)
131 (12)1,753 (11)
127 (12)1,699 (11)
132 (14)1,766 (11)
176 (15)2,355 (11)
  5,647 (16)  75,557 (11)
Michael R. Weindel, Jr.1,700 (3)22.5404/01/2014
402 (1)14.1808/01/2014
402 (2)14.1808/01/2015
539 (1)13.8808/01/2014
539 (2)13.8808/01/2015
500 (1)14.5008/01/2014
501 (2)14.5008/01/2015
686 (1)11.1908/01/2014
685 (2)11.1908/01/2015
335 (1)12.2108/01/2014
335 (2)12.2108/01/2015
209 (1)18.5808/01/2014
209 (2)18.5808/01/2015
192 (1)16.4908/01/2014
192 (2)16.4908/01/2015
217 (1)13.6108/01/2014
217 (2)13.6108/01/2015
328 (2)12.2008/01/2015
448 (2)12.5208/01/2015
486 (2)12.1108/01/2015
257 (2)9.0308/01/2015
335 (4)12.2108/01/2016
208 (4)18.5808/01/2016
191 (4)16.4908/01/2016
216 (4)13.6108/01/2016
328 (4)12.2008/01/2016
327 (6)12.2008/01/2017
448 (4)12.5208/01/2016
447 (6)12.5208/01/2017
486 (4)12.1108/01/2016
486 (6)12.1108/01/2017
257 (4)9.0308/01/2016
256 (6)9.0308/01/2017
15,316 (10)204,928 (11)
98 (12)1,311 (11)
94 (13)1,258 (11)
98 (14)1,311 (11)
132 (15)1,766 (11)
 3,238 (16) 43,324 (11)

  

Option Awards

  

Stock Awards

 

Name

 

Number of

Securities

Underlying

Unexercised

Options

(#)

Exercisable

  

Number of

Securities

Underlying

Unexercised

Options

(#)

Unexercisable

  

Option

Exercise

Price

($)

  

Option

Expiration

Date

  

Number of

Shares or

Units of Stock

that Have Not

Veste

(#)

  

Market Value

of Shares or

Units of Stock

that Have Not

Vested

($)(1)

  

Equity Incentive

Plan: Number of

Unearned Shares,

Units or Other

Rights that Have Not Vested (#)

  

Equity Incentive Plan: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested

($)(1)

 
                                 

Thomas M. Glaser

  --   --   --   --   --   --   1,574(2)   27,466 
                                 

Michael K. Borrows

  --   --   --   --   --   --   1,981(3)   34,568 
   --   --   --   --   --   --   2,550(4)   44,498 
   --   --   --   --   --   --   760(5)   13,262 
                                 

Michael R. Weindel, Jr.

  208(6)   --   18.58  

08/01/2016

   --   --   --   -- 
   --   --   --   --   --   --   8,752(7)   152,722 
   --   --   --   --   --   --   2,159(8)   37,675 
   --   --   --   --   --   --   4,428(9)   77,269 
                                 

N. Martin Tewari

  --   --   --   --   --   --   29,019(10)   506,382 
   --   --   --   --   --   --   4,227(11)   73,761 
   --   --   --   --   1,970(12)   34,377   --   -- 
                                 

Christian C. Rhodes

  --   --   --   --   --   --   972(13)   16,961 
   --   --   --   --   --   --   2,916(14)   50,884 
                                 

John M. Simone

  10,727(15)   --   4.83  

07/07/2016

(15)  --   --   --   -- 

Russell A. Overla (16)

  --   --   --   --   --   --   --   -- 

 

(1)

Options had a vesting date of 08/01/11.
(2)Options had a vesting date of 08/01/12.
(3)Options had a vesting date of 04/01/12.
(4)Options had a vesting date of 08/01/13.
(5)Options had a vesting date of 02/18/14.
36
(6)Options have a vesting date of 08/01/14.
(7)Options have a vesting date of 02/18/15.
(8)Options have a vesting date of 02/18/16.
(9)Options have a vesting date of 02/18/17.
(10)The restricted stock shown in this table is based upon the award of a total of 200,000 shares of restricted stock to certain officers of the Company including Messrs. Beckham and Weindel on July 16, 2008.  Each participating officer’s restricted shares of Common Stock will vest in varying amounts over the ten year period beginning April 1, 2011, subject to the Company’s attainment of retained earnings growth.  The increment that was set to vest on April 1, 2014 was deemed forfeited on February 28, 2013 due to the Company not meeting the specified performance criteria.  The shares will remain outstanding until their scheduled vesting date of April 1, 2014, at which time their forfeiture will become effective.  The number of shares deemed forfeited for Messrs. Beckham and Weindel were 2,995 and 2,188, respectively.  Because it was conclusively determined by December 31, 2013 that such fourth increment would be forfeited, the shares covered by such increment of this award did not represent potentially realizable compensation to Messrs. Beckham and Weindel at year end, and such shares are not included in this table.
(11)

The market value of shares of unvested, unearned restricted stock is equal to the product of the closing market price of our Common Stockcommon stock at the most recent fiscal year end and the number of unvested, unearned shares. The closing market price of our Common Stockcommon stock was $13.38$17.45 on December 31, 2013.2015.

 (12)

(2)

The

Represents a grant of restricted stock shownto Mr. Glaser on May 7, 2015, under the Incentive Plan as part of the non-employee director compensation package. The shares will vest on the date of the 2016 Annual Meeting, subject to certain acceleration and forfeiture provisions.

(3)

Represents a grant of restricted stock to Mr. Borrows on September 23, 2014, in this tableconnection with his appointment as Executive Vice President and Chief Financial Officer. The shares vest in equal annual increments on the first through fourth anniversaries of the grant date. The vesting of the shares is subject to certain continued employment, acceleration, and forfeiture provisions.

(4)

Represents a grant of restricted stock to Mr. Borrows on January 22, 2015. 1,700 of the shares are subject to time-based vesting in equal annual increments on the first through fourth anniversaries of the grant date, and 850 of the shares will vest based upon the attainment of specified levels of ROIC over a three-year period, as described in more detail inthe “Executive Compensation – Compensation Discussion and Analysis." With respect to the performance-based vesting shares, the amounts disclosed are based on the threshold number of shares as the Company had not exceeded the threshold level of the performance criteria as of December 31, 2015. The vesting of the shares is subject to certain continued employment, acceleration, and forfeiture provisions.

(5)

Represents a grant of restricted stock to Mr. Borrows on July 29, 2015 based on achievement of certain 2014 performance goals. The shares are subject to time-based vesting in equal annual increments on the first through fourth anniversaries of January 22, 2015. The vesting of the shares is subject to certain continued employment, acceleration, and forfeiture provisions.


(6)

Options had a vesting date of 08/01/13.

(7)

Represents a grant of restricted stock to certain employeesofficers of the Company, including Messrs. Beckham andMr. Weindel, on February 1, 2011.July 16, 2008. Each participating employee’sofficer’s restricted shares of Common Stockcommon stock will vest in annualvarying amounts over the ten-year period beginning April 1, 2011, subject to the Company’s attainment of retained earnings growth. Increments that are scheduled to vest on April 1, 2016, and 2017 were deemed forfeited during 2013 due to the Company not meeting the specified performance criteria. Deemed shares will remain outstanding until their scheduled vesting dates, at which time their forfeiture will become effective. The number of shares deemed forfeited for Mr. Weindel for these two increments was 4,376. Because it was conclusively determined that these increments will be forfeited, these shares do not represent potentially realizable compensation to Mr. Weindel at December 31, 2015, and as such are not included in the table. All of one-third beginning August 1, 2012 and continuing through and including August 1, 2014.the remaining shares of unvested restricted stock associated with this award were forfeited by Mr. Weindel upon the termination of his employment with the Company on February 8, 2016.

 (13)

(8)

The restricted stock shown in this table is based upon the

Represents a grant of restricted stock to certain employeesofficers of the Company, including Messrs. Beckham andMr. Weindel, on May 2, 2011.  Each participating employee’s restrictedJanuary 30, 2013. The shares of Common Stock will vestwere subject to vesting in equal annual increments of one-third beginning August 1, 2012 and continuing through and including August 1, 2014.

(14)The restricted stock shown in this table is based upon the grant of restricted stock to certain employees of the Company including Messrs. Beckham and Weindel on August 1, 2011.  Each participating employee’s restricted shares of Common Stock will vest in annual increments of one-third beginning August 1, 2012 and continuing through and including August 1, 2014.
(15)The restricted stock shown in this table is based upon the grant of restricted stock to certain employees of the Company including Messrs. Beckham and Weindel on November 1, 2011.  Each participating employee’s restricted shares of Common Stock will vest in annual increments of one-third beginning August 1, 2012 and continuing through and including August 1, 2014.
(16)The restricted stock shown in this table is based upon the grant of restricted stock to certain employees of the Company including Messrs. Beckham and Weindel on February 1, 2013.  Each participating employee’s restricted shares of Common Stock will vest in annual increments of one-fourth beginning February 1, 2014 and continuing through and including February 1, 2017. The vesting of the shares was subject to certain continued employment, acceleration, and forfeiture provisions.All unvested shares of restricted stock associated with this award were forfeited by Mr. Weindel upon the termination of his employment with the Company on February 8, 2016.

 (17)

(9)

The restricted stock shown in this table is based upon the

Represents a grant of restricted stock to Mr. John SimoneWeindel on January 22, 2015, of which (i) 1,500 of the shares were subject to time-based vesting in equal annual increments on the first through fourth anniversaries of the grant date, (ii) 750 of the shares were subject to vesting based upon the attainment of specified levels of ROIC over a three-year period, as described in more detail inthe “Executive Compensation – Compensation Discussion and Analysis" and (iii) 2,178 of the shares were awarded for the achievement of performance features associated with the 2014 Management Bonus Plan and were subject to time based vesting in equal annual increments on the first through fourth anniversaries of the grant date.With respect to the 750 performance-based vesting shares, the amounts disclosed are based on the threshold number of shares as the Company had not exceeded the threshold level of the performance criteria as of December 31, 2015. The vesting of the shares was subject to certain continued employment, acceleration, and forfeiture provisions.All unvested shares of restricted stock associated with this award were forfeited by Mr. Weindel upon the termination of his employment with the Company on February 18, 20138, 2016.

(10)

Represents a grant of restricted stock to Mr. Tewari on September 30, 2015, in connection with his appointment as President and CEO.  His restricted- Trucking. The shares of Common Stock will vest in equal annual increments on the first through fourth anniversaries of one-fourth beginningthe grant date. The vesting of the shares is subject to certain continued employment, acceleration, and forfeiture provisions.

(11)

Represents a grant to Mr. Tewari on September 30, 2015, in connection with his appointment as President – Trucking, of the right to receive shares of unrestricted stock upon the achievement of certain performance goals relating to the Company’s fourth quarter of 2015 performance.

(12)

Represents a grant to Mr. Tewari on September 30, 2015, in connection with his appointment as President – Trucking, of the right to receive shares of time-vesting restricted stock upon the achievement of certain performance goals relating to the Company’s fourth quarter of 2015 performance. The number provided represents the actual number of restricted shares issued as a result of achieving such performance goals.The shares will vest in equal annual increments on the first through fourth anniversaries of the grant date.

(13)

Represents a grant of restricted stock to Mr. Rhodes on April 1, 2013, in connection with the commencement of his employment. The shares will vest in equal annual increments on the first through fourth anniversaries of the grant date. The vesting of the shares is subject to certain continued employment, acceleration, and forfeiture provisions.

(14)

Represents a grant of restricted stock to Mr. Rhodes on January 22, 2015, of which (i) 1,300 of the shares are subject to time-based vesting in equal annual increments on the first through fourth anniversaries of the grant date, (ii) 650 of the shares will vest based upon the attainment of specified levels of ROIC over a three-year period, as described in more detail inthe “Executive Compensation – Compensation Discussion and Analysis" and (iii) 966 shares were awarded for the achievement of performance features associated with the 2014 Management Bonus Plan and were subject to time based vesting in equal annual increments on the first through fourth anniversaries of the grant date.With respect to the 650 performance-based vesting shares, the amounts disclosed are based on the threshold number of shares as the Company had not exceeded the threshold level of the performance criteria as of December 31, 2015. The vesting of the shares is subject to certain continued employment, acceleration, and forfeiture provisions.

(15)

These options had an original vesting date of February 18, 20142016 and continuing through and includingexpiration date of February 18, 2017.2023. Pursuant to the separation agreement between the Company and Mr. Simone, the vesting date was accelerated to July 7, 2015 (the date of the separation agreement) and the expiration date was accelerated to July 7, 2016.

(16)

Mr. Overla resigned from his position as Executive Vice President, Truckload Operations, effective September 24, 2015. At December 31, 2015, all unvested outstanding equity awards previously granted to Mr. Overla had been forfeited.

 

37
Non-Qualified Deferred Compensation
We do not offer,

Options Exercised and Stock Vested

The following table sets forth information regarding the values realized by our Named Executive Officers did not participate in, any non-qualified deferredupon the exercising of stock options and vesting of restricted stock during fiscal year 2015.

  

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)($)

 

Thomas M. Glaser

  --   --   --   -- 

Michael K. Borrows

  --   --   661   13,220 

Michael R. Weindel, Jr.

  209   205   1,079   29,673 

N. Martin Tewari

  --   --   --   -- 

Christian C. Rhodes

  --   --   485   13,304 

John M. Simone

  21,454   526,267   37,500   971,063 

Russell A. Overla

  --   --   879   20,911 

(1)

Determined by multiplying the number of shares acquired on exercise by the difference between the closing price of our common stock on the date of exercise and the exercise price.

(2)

Determined by multiplying the number of shares acquired upon vesting by the closing price on the date of vesting.

Director Compensation

The following table sets forth information concerning compensation programs duringfor the last fiscal year ended December 31, 2013.

for our non-employee directors and Mr. Glaser.

Name

 

Fees Paid in Cash ($)(1)

  

Stock Awards ($) (2)

  

Total ($)

 

Robert A. Peiser

  80,000   84,996(3)  164,996 

William H. Hanna

  64,250   39,995(4)  104,245 

Richard B. Beauchamp

  48,000   39,995(4)  87,995 

James D. Simpson, III

  54,250   39,995(4)  94,245 

Robert E. Creager

  64,750   39,995(4)  104,745 

Vadim Perelman (5)

  20,500   --   20,500 

Thomas M. Glaser (6)

  36,000   39,995   75,995 

Alexander D. Greene

  55,500   39,995(4)  95,495 

Gary R. Enzor

  61,250   39,995(4)  101,245 

(1)

Represents fees paid based on meetings held during 2015.

(2)

This column represents the dollar amount recognized for financial statement reporting purposes with respect to 2015 for the fair value of restricted stock awards granted to each director in 2015, in accordance with FASB ASC Topic 718.

 
Pension Benefits
We do not offer, and our Named Executive Officers did not participate in, any pension plan during the year ended December 31, 2013.
DIRECTOR COMPENSATION
From January 1, 2013

(3)

Mr. Peiser was granted 3,345 shares of restricted stock May 7, 2015, which will vest on the date of the 2016 Annual Meeting, subject to certain acceleration and forfeiture provisions.

(4)

Messrs. Hanna, Beauchamp, Simpson, Creager, Greene, Glaser and Enzor were each granted 1,574 shares of restricted stock on May 7, 2015, which will vest on the date of the 2016 Annual Meeting, subject to certain acceleration and forfeiture provisions.

(5)

Mr. Perelman resigned as a member of the Board of Directors on May 20, 2015.

(6)

Upon his appointment as President and CEO, Mr. Glaser continued to receive compensation received by non-employee directors of the Company for his service as a director.

Narrative to May 8, 2013, we paid eachDirector Compensation

Each nonemployee, non-chair director, and Mr. Glaser, was paid an annual cash retainer of $10,000, payable in quarterly installments$35,000 and, with the exception of $2,500, andMr. Perelman, a $40,000 equity retainer consisting of restricted shares of our common stock. Mr. Perelman’s annual cash retainer was prorated to reflect the fact that he resigned from the Board on May 20, 2015. The Chairman was paid an annual retainer of $40,000 payable in quarterly installments of $10,000.  Non-chair directors received a $1,000 fee per meeting attended and a $500 fee per telephone meeting attended.

Beginning May 8, 2013, each nonemployee, non-chair director was paid a quarterly cash retainer of $6,250,$55,000, and the Chairman was paid a quarterly cash retainer of $11,250.  In addition, each nonemployee non-chair director was paid a $25,000an $85,000 annual equity retainer consisting of restricted shares of the Company’s Common Stock.  The annual equity retainer granted to Mr. Peiser, as Chairman of the Board, amounts to $60,000.our common stock. All shares granted shall vest on the date of the next2016 Annual Meeting.Meeting, subject to certain acceleration and forfeiture provisions. The equity awards to all nonemployee directors are determined based on the closing price of the Company’s Common Stockour common stock on the date of the grant, May 7, 2015, and are subject to certain acceleration and forfeiture provisions.
Effective May 8, 2013, nonemployee Nonemployee directors dodid not receive per-meeting fees for attending Board meetings; however, they domeetings, but did receive fees for attending committee meetings.
During 2013, the

The Chairman of the Audit Committee was paid an annual cash retainer of $7,500, payable in quarterly installments of $1,875, in addition to a $5,000 cash annual retainer paid to all members of the Audit Committee in quarterly installments of $1,250.Committee. From January 1, 2015 through May 7, 2015, Audit Committee members were also paid a fee of $500 per Audit Committee meeting attended in person and $250 per telephonemeeting attended via teleconference. Effective May 8, 2015, Audit Committee meeting.

During 2013, themembers were paid a fee of $1,000 per Audit Committee meeting attended in person and $500 per meeting attended via teleconference.

The Chairman of the Executive Compensation Committee was paid an annual cash retainer of $2,000, payable in quarterly installments of $500,$5,000, in addition to a $3,500 annual cash retainer paid to Mr. Peiser for his participation on the Executive Compensation Committee and a $1,000 annual cash retainer paid to all members of the Executive Compensation Committee in quarterly installments of $250.Committee. From January 1, 2015 through May 7, 2015, Executive Compensation Committee members were also paid a fee of $500 per Executive Compensation Committee meeting attended in person and $250 per telephonemeeting attended via teleconference. Effective May 8, 2015, Executive Compensation Committee meeting.  From January 1, 2013 to May 8, 2013, Mr. Peiser received a quarterly retainer of $875.  Beginning May 8, 2013, Mr. Peiser continued to receive the quarterly retainer plus he wasmembers were paid a fee of $1,000 per Executive Compensation Committee meeting attended in person and $500 per meeting fee in accordance with the above payment schedule for non-chair members.

  During 2013, theattended via teleconference.

The Chairman of the Nominating and Corporate Governance Committee was paid an annual cash retainer of $5,000, in addition to a $2,000 annual cash retainer payable in quarterly installmentspaid to all members of $500,the Nominating and the Chairman and allCorporate Governance Committee. From January 1, 2015 through May 7, 2015, no members of the Nominating and Corporate Governance Committee were paid a $2,000 retainer, payable in quarterly installments of $500.  The Chairman and all membersfee for attending meetings of the Nominating and Corporate Governance Committee received no fees for attending individualCommittee. Effective May 8, 2015, Nominating and Corporate Governance Committee meetings.

38
members were paid a fee of $1,000 per Nominating and Corporate Governance Committee meeting attended in person and $500 per meeting attended via teleconference.

See "Corporate Governance – The Board of Directors and its Committees – Additional Corporate Governance Policies" for a description of our stock ownership policy.

With the exception of Mr. Glaser, as described above, directors who are our employees do not receive compensation for Board or committee service.

 
The 2004 Equity Incentive Plan permits awards of incentive stock options, nonqualified stock options, restricted stock, stock units, performance shares, performance units and other incentives payable in cash or in shares of Common Stock.  Individuals to whom awards may be granted include any employee, officer or director of the Company or of any entity that is directly or indirectly controlled by the Company.  No individual director may receive in any one calendar year awards amounting to more than 30,000 shares of our Common Stock.  The Executive Compensation Committee may grant stock options to directors either in the form of incentive stock options or nonqualified stock options, except that incentive stock options may not be granted to nonemployee directors.  The exercise price of any shares subject to a stock option may be no less than 100% of the fair market value of the shares on the date the stock option is granted, or 110% of such fair market value for an incentive stock option granted to a participant who owns, directly or indirectly, stock possessing more than 10% of the total combined voting power of all classes of our stock or one of our parent or subsidiary corporations.  The 2004 Equity Incentive Plan is administered by the Executive Compensation Committee.  The Board or the Executive Compensation Committee may delegate the administration of the 2004 Equity Incentive Plan, subject to certain limitations.
The 2004 Equity Incentive Plan will expire on May 5, 2014 and the stockholders of the Company are being asked to vote on the approval of the USA Truck, Inc. 2014 Omnibus Incentive Plan, which will replace the 2004 Equity Incentive Plan.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information concerning compensationwith respect to each of our current directors (including the three nominees for election at the last fiscal yearAnnual Meeting), each Named Executive Officer, and all current directors and executive officers as a group, including the beneficial ownership of our common stock as of March 9, 2016 for each individual and the group. The table also lists the name, address and share ownership information for all stockholders known to us to own, directly or indirectly, more than 5% of the outstanding shares of common stock, our nonemployee directors.

only class of voting securities, as of March 9, 2016. Each person named in the table, unless otherwise indicated, has sole voting and investment power with respect to the shares indicated as being beneficially owned by him or it. Mrs. Chambers became a director on March 28, 2016, and accordingly was not a director on the date of this table.

  

Common Stock

Beneficially Owned

 
  

Number of

  

Percent

 

Name and (if applicable) Address

 

Shares*

  

of Class

 

Directors:

        

John R. Rogers

  97,691   1.0%

Thomas M. Glaser

  12,434   ** 

James D. Simpson, III

  12,131   ** 

William H. Hanna

  51,618(1)  ** 

Richard B. Beauchamp

  12,284   ** 

Robert A. Peiser

  46,783(2)  ** 

Robert E. Creager

  10,732   ** 

Alexander D. Greene

  3,652   ** 

Gary R. Enzor

  3,594   ** 

Barbara J. Faulkenberry

  1,197   ** 
         

Named Executive Officers (Excluding Persons Named Above):

        

Michael K. Borrows

  37,481   ** 

Michael R. Weindel***

  17,955(3)  ** 

N. Martin Tewari

  35,216   ** 

Christian C. Rhodes

  5,508   ** 

John M. Simone***

  51,671(4)  ** 

Russell A. Overla***

  2,930(5)  ** 

All Current Directors and Executive Officers as a Group (15 Persons)

  374,947(6)  3.9%
         

Beneficial Owners of More Than 5% of Outstanding Common Stock (Excluding Persons Named Above):

 

Stone House Capital Management, LLC, SH Capital Partners, L.P., andMark Cohen

  950,000(7)  9.9%

950 Third Avenue, 17th Floor, New York, New York 10022

        

Dimensional Fund Advisors LP

  898,681(8)  9.4%

Building One, 6300 Bee Cave Road, Austin, Texas 78746

        

James B. Speed

  720,063(9)  7.5%

2323 So. 40th Street, Fort Smith, Arkansas 72903

        

BlackRock, Inc.

  642,120(10)  6.7%

55 East 52nd Street, New York, New York 10055

        

Flint Ridge Capital LLC and John P. Szabo, Jr.

  501,843(11)  5.2%

16 School Street, Second Floor, Rye, New York 10580

        

*        All fractional shares (which were acquired through participation in our Employee Stock Purchase Plan) have been rounded down to the nearest whole share.

**     The amount represents less than 1% of the outstanding shares of common stock.

 
2013 DIRECTOR COMPENSATION TABLE
Name Fees Earned or Paid in Cash ($)(1) 
Option Awards
($)
 
Stock Awards
($)
 Total ($)
Robert A. Peiser
 50,750 -- 60,000  (2) 110,750
Terry A. Elliott
 43,750 -- 24,996  (3) 68,746
William H. Hanna
 39,000 -- 24,996  (3) 63,996
Richard B. Beauchamp
 39,000 -- 24,996  (3) 63,996
James D. Simpson, III
 23,000 -- 24,996  (3) 47,996
Robert E. Creager
 31,250 -- 24,996  (3) 56,246

(1) Represents fees earned

***

The individual was a Named Executive Officer in 2015, however his employment was terminated before March 9, 2016.

(1)

Mr. Hanna has voting and dispositive power with respect to 51,618 shares that he beneficially owns.  Of those 51,618 shares (a) 12,300 shares are held of record by Hanna Family Investments LP, (b) 21,000 shares are held of record by Hanna Oil and Gas Company, (c) 11,544 shares are held of record in a revocable trust of which he is trustee, and (d) 5,200 shares are held of record in an irrevocable trust of which he is trustee, and (e) 1,574 shares are held of record by Mr. Hanna himself.

(2)

Mr. Peiser has voting and dispositive power with respect to 46,783 shares that he beneficially owns. Of those 46,783 shares (a) 17,927 shares are held of record in a revocable trust of which he is trustee and (b) 28,856 shares are held of record by Mr. Peiser himself.

(3)

This information is based on meetings held during 2013.

(2)  the 36,207 shares reported on Mr. Peiser was granted 10,000Weindel's last Form-4 filed with the SEC on February 3, 2016, plus the 208 shares underlying presently exercisable options, plus 6 shares subsequently purchased under the Company's employee stock purchase plan, less the 18,466 shares of restricted stock May 8, 2013, which will vestforfeited upon the termination of his employment with the Company.

(4)

This information is based on the date83,495 shares reported on Mr. Simone's last Form-4 filed with the SEC on March 10, 2015, 28,634 shares of which were reported as being held by trust, plus the 2014 Annual Meeting.

(3)  Messrs. Elliott, Hanna, Beauchamp, Simpson, and Creager were each granted 4,16610,727 shares underlying presently exercisable options, less 6,440 shares of restricted stock forfeited for tax withholding obligations on vested shares, less the 36,111 shares of restricted stock forfeited upon the termination of his employment with the Company.

(5)

This information is based on the 9,874 shares reported on Mr. Overla's last Form-4 filed with the SEC on May 8, 2013,28, 2015, plus 193 shares purchased under the Company's employee stock purchase plan after May 28, 2015 and before termination of his employment with the Company, less the 7,137 shares of restricted stock forfeited upon the termination of his employment with the Company.

(6)

The other executive officers are James A. Craig and Joseph M. Kaiser. Mr. Craig beneficially owns 41,587 shares. Mr. Kaiser beneficially owns 3,039 shares.

(7)

This information is based solely on a report on Schedule 13D filed with the SEC on May 22, 2015, by Stone House Capital Management, LLC, SH Capital Partners, L.P., and Mark Cohen. Stone House Capital Management, LLC has sole voting power with respect to no shares, shared voting power with respect to 950,000 shares, sole dispositive power with respect to no shares and shared dispositive power with respect to 950,000 shares.  SH Capital Partners, L.P., has sole voting power with respect to 950,000 shares, shared voting power with respect to no shares, sole dispositive power with respect to 950,000 shares and shared dispositive power with respect to no shares. Mark Cohen has sole voting power with respect to no shares, shared voting power with respect to 950,000 shares, sole dispositive power with respect to no shares and shared dispositive power with respect to 950,000 shares. Information is as of May 20, 2015.

(8)

This information is based solely on a report on Schedule 13G/A filed with the SEC on February 9, 2016, which will vestindicates that Dimensional Fund Advisors LP, an investment advisor, has sole voting power with respect to 871,567 shares, shared voting power with respect to no shares, sole dispositive power with respect to 898,681 shares and shared dispositive power with respect to no shares.  Information is as of December 31, 2015.

(9)

With respect to the shares owned directly by Mr. Speed, this information is based on information provided by Mr. Speed’s brokers. With respect to the dateshares owned by Mr. Speed’s wife and shares held for the benefit of his daughter, the 2014 Annual Meeting.information is based solely on a Schedule 13G/A filed with the SEC on March 4, 2013. Mr. Speed has sole voting and dispositive power with respect to all 720,063 shares and shared voting and dispositive power with respect to no shares. The amount shown does not include (a) 66,823 shares of common stock held by Mr. Speed’s wife (of which Mr. Speed disclaims beneficial ownership) and (b) 17,669 shares of common stock held in a trust (of which Mr. Speed’s wife is trustee) for the benefit of his daughter (of which Mr. Speed disclaims beneficial ownership). Information is as of December 31, 2012.

(10)

This information is based solely on a report on Schedule 13G filed with the SEC on January 28, 2016, which indicates that BlackRock, Inc. has sole voting power with respect to 628,313 shares, shared voting power with respect to no shares, sole dispositive power with respect to 642,120 shares and shared dispositive power with respect to no shares.  Information is as of December 31, 2015.

(11)

This information is based solely on a report on Schedule 13G filed with the SEC on February 11, 2016, by Flint Ridge Capital, LLC and John P. Szabo, Jr. Flint Ridge Capital, LLC has sole voting power with respect to no shares, shared voting power with respect to 379,822 shares, sole dispositive power with respect to no shares and shared dispositive power with respect to 379,822 shares. John P. Szabo, Jr. has sole voting power with respect to 122,021 shares, shared voting power with respect to 379,822 shares, sole dispositive power with respect to 122,021 shares, and shared dispositive power with respect to 379,822 shares. Information is as of December 31, 2015.

 
EXECUTIVE COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Executive Compensation

CERTAIN TRANSACTIONS

We have a long-standing written policy of not making loans to our officers, directors or affiliates. Our policy further prohibits entering into leases, equipment purchase agreements or other contracts with our officers, directors or affiliates unless the Board, and the disinterested members of the Board, so approve upon the Audit Committee’s recommendation, after the Audit Committee has determined that the transaction is comprisedreasonable, in the best interest of Richard B. Beauchamp (Chairman), William H. Hanna, Terry A. ElliottUSA Truck and Robert A. Peiser.

During 2013, noneon terms no less favorable than could be obtained from an unrelated third party.

In May 2015, we participated in a registered public secondary offering of our executive officers served ascommon stock. We did not offer securities in or receive any proceeds from the offering. Our participation entailed the preparation and filing of a registration statement and related filings, participation in due diligence, the payment of certain related fees and expenses, and the facilitation of certain other processes relating to the offering. The selling stockholders in this offering were Baker Street Capital, L.P. (“BSC LP”) and SH Capital Partners, LP (“SHCP LP”). Baker Street Capital Management, LLC (“BSCM LLC”) was the investment manager of BSC LP. Baker Street Capital GP, LLC (“BSC GP”) is the general partner of BSC LP. At that time, Vadim Perelman, one of our directors, was the managing member of the boardeach of directors or compensation committee (or other committee performing equivalent functions) of any entity that had one or more executive officers serving as a memberBSCM LLC and BSC GP. BSC LP sold 1,400,000 shares of our common stock in the offering at a price of $19.00 per share, for gross proceeds of approximately $26.6 million, before expenses. We paid approximately $125,000 in unreimbursed expenses in connection with our participation in the offering, which included, among other things, professional fees and roadshow expenses. We participated in the offering pursuant to previously disclosed Cooperation Agreements entered into with BSC LP, SHCP LP, and certain of their respective affiliates in February 2015. The Company’s participation in this secondary offering was approved by the Board and the disinterested members of Directors,the Board.

Other than as set forth above, since January 1, 2015, there were no transactions involving a "related person," as that term is defined in Instruction 1 to Item 404(a) of Regulation S-K, identified in the responses to the annual questionnaire sent to each of our executive officers,directors and their affiliates.

See “Certain Transactions” for a description of certain transactions between us and our other directors, executive officers, or their affiliates and “Executive Compensation” for a description of compensation ofotherwise known to the members of the Executive Compensation Committee.
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RISKS PRESENTED BY THE COMPANY’S COMPENSATION PROGRAMS
As required by the SEC rules, the Company has assessed the risks that could arise from its compensation policies, including employees who are not officers, and has concluded that such policies are not reasonably likelyAudit Committee or to have a materially adverse effect on the Company.  The Company’s risk-assessment of its compensation policies creates a strong alignment between the interests of management and stockholders.
us.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The independent registered public accounting firm we utilized during fiscal years 20132015 and 20122014 was Grant Thornton LLP. Representatives of Grant Thornton LLP are expected to be present at the Annual Meeting and will be available to respond to appropriate questions. The representatives of Grant Thornton LLP will have the opportunity to make a statement at the Annual Meeting if they choose to do so.

Principal Accounting Fees and Services

The following table presents fees for professional services rendered by our principal accountant, Grant Thornton LLP, for the years ended December 31, 20132015 and 20122014 for the audit of the Company’sour consolidated financial statements and fees billed for other services rendered.

  2013  2012
Audit Fees (a) 
$240,000 $235,000
      
Other Fees:     
     Audit-Related Fees (b) 
 --  --
     Tax Fees (c) 
 --  1,491
All Other Fees (d) 
 --  --

  

2015

  

2014

 

Audit Fees (a)

 $385,000  $382,200 
         

Other Fees:

        

Audit-Related Fees (b)

  --   -- 

Tax Fees (c)

  --   -- 

All Other Fees (d)

 $45,000   -- 

(a)

Fees and expenses for (i) the integrated audit of the consolidated financial statements included in our Annual Reports on Form 10-K and internal control over financial reporting for 2013;2015; (ii) the reviews of the interim consolidated financial information included in our Quarterly Reports on Form 10-Q; (iii) consultations concerning financial accounting and reporting; and (iv) reviews of documents filed with the SEC and provision of related consents.

 

(b)

(b)

Fees and expenses paid to our principal accountant for services reasonably related to the performance of the audit or review of our financial statements that are not reported under “audit"audit fees.”"

 

(c)

Fees and expenses paid to our principal accountant for (i) tax compliance; (ii) tax planning; and (iii) tax advice.

 

(d)

Fees and expenses paid to our principal accountant for services other than audit fees, audit-related fees, and tax fees. For 2015, the amount shown includes approximately $30,000 in fees incurred in connection with our participation in the May 2015 secondary offering discussed above.

The Audit Committee selects the firm that performs the integrated audit of our consolidated financial statements and internal control over financial reporting, determines the compensation of that firm and pre-approves all services of any type that firm renders to us. The Audit Committee hasCommitteehas been informed of the types of services Grant Thornton LLP rendered to us and has determined that, in providing those services, Grant Thornton LLP has maintained its independence as to us. The Audit Committee has a written policy for the pre-approval of the audit and non-audit services performed by our independent registered public accounting firm in order to assure that the provision of such services does not impair their independence. The Audit Committee pre-approves the engagement terms and fees of annual audit services, and any changes in such terms and fees resulting from changes in audit scope, our structure or other matters. The Audit Committee may also grant pre-approval for other audit services, audit-related services (which include assurance and related services that are reasonably related to the audit or review of our consolidated financial statements and that are traditionally performed by the independent auditor) and tax services. Each pre-approval, unless earlier withdrawn or modified by the Audit Committee, has a term of twelve months, unless the Audit Committee specifically provides for a different period. The pre-approval policy also contains a non-exclusive list of prohibited non-audit services that may not be performed by our independent registered public accounting firm, and provides that permissible non-audit services classified as “all"all other services”services" must be separately pre-approved by the Audit Committee. The Audit Committee did not approve any services pursuant to Rule 2-01(c)(7)(i)(C) of Regulation S-X promulgated under the Exchange Act, which permits the waiver of the pre-approval requirements in certain circumstances.

40
REPORT OF AUDIT COMMITTEE
In performing its duties, the Audit Committee, as required by applicable rules of the SEC, issues a report recommending to the Board of Directors that our audited financial statements be included in our annual report on Form 10-K, and determines certain other matters, including the independence of our independent registered public accounting firm.  The Audit Committee Report for 2013 is set forth below.
The Audit Committee Report shall not be deemed to be "soliciting material" or to otherwise be considered "filed" with the SEC, nor shall this report be subject to Regulation 14A or Regulation 14C (other than as indicated) or to the liabilities set forth in Section 18 of the Exchange Act.  This Audit Committee Report also shall not be deemed to be incorporated by reference into any prior or subsequent filing with the SEC made by us under the Securities Act or the Exchange Act, notwithstanding any general statement contained in any such filings incorporating this proxy statement by reference, except to the extent we incorporate such report by specific reference or treat it as soliciting material.
The primary purpose of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities relating to the quality and integrity of the Company’s financial reports and financial reporting processes and systems of internal controls over financial reporting.  The Company’s management has primary responsibility for the Company’s financial statements and the overall reporting process, including maintenance of the Company’s system of internal controls.  The Company retains an independent registered public accounting firm, which is responsible for conducting an independent audit of the Company’s financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and issuing reports thereon.

In performing its duties, the Audit Committee has discussed the Company’s financial statements, management’s assessment of internal controls over financial reporting, and the effectiveness of internal controls over financial reporting with management and the Company’s independent registered public accounting firm and, in issuing this report, has relied upon the responses and information provided to the Audit Committee by management and such accounting firm.  For the fiscal year ended December 31, 2013, the Audit Committee (i) reviewed and discussed the audited financial statements, management’s assessment of internal controls over financial reporting, and the effectiveness of internal controls over financial reporting with management and Grant Thornton LLP, the Company’s independent registered public accounting firm; (ii) discussed with the independent registered public accounting firm the matters required to be disclosed by Statement on Auditing Standards No. 61, Communication with Audit Committees, as may be modified, supplemented, or amended; (iii) received and discussed with the independent registered public accounting firm the written disclosures and the letter from such accounting firm required by Independence Standards Board Statement No. 1, Independence Discussions with Audit Committees, as amended; and (iv) has discussed with the independent registered public accounting firm its independence. The Audit Committee met with representatives of the independent registered public accounting firm without management or other persons present four times during 2013.

Based on the foregoing reviews and meetings, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2013, for filing with the SEC.
Audit Committee:
Terry A. Elliott (Chairman)
Richard B. Beauchamp
William H. Hanna
Robert E. Creager
41
CORPORATE GOVERNANCE AND RELATED MATTERS
We are committed to conducting our business in accordance with the highest ethical standards.  As part of that commitment, the Board has adopted a Code of Business Conduct and Ethics (“Code of Ethics”) applicable to all directors, officers and employees, which sets forth the conduct and ethics expected of all our affiliates and employees, a copy of which is available at our Internet address http://www.usa-truck.com under the “Corporate Governance” tab of the “Investors” menu.  In addition, any amendments to, or waivers of, any provision of the Code of Ethics that apply to our principal executive, financial, and accounting officers, or persons performing similar functions, will be posted at that same location on our website.  In connection with the stockholders approval in 2011 of the amendments to the Company’s bylaws, the Board established a separate Nominating and Corporate Governance Committee comprised solely of independent directors.  The independent directors of the Nominating and Corporate Governance Committee have responsibility to, in part, recommend to the full Board corporate governance guidelines applicable to the Company and lead the Board in its annual review of the Board’s performance.
We adopted a Policy Statement and Procedures for Reporting of Violations and Complaints (“Whistleblower Policy”), a copy of which is available at our Internet address http://www.usa-truck.com under the “Corporate Governance” tab of the “Investors” menu.  The Whistleblower Policy is intended to create a workplace environment that encourages open and honest communication and to hold USA Truck and our personnel, including senior management, accountable for adhering to our ethical standards.  The Whistleblower Policy establishes procedures for any person to report violations by us or any of our personnel of our Code of Ethics or any laws, rules or regulations without fear of retaliation.  The Whistleblower Policy also contains special procedures for submission by employees of confidential, anonymous complaints involving our accounting practices and internal accounting controls.
We also adopted a Stockholder Communications with Directors Policy, which describes the manner in which stockholders can send communications to the Board and sets forth our policy regarding Board members’ attendance at Annual Meetings.  This Policy is available at our Internet address http://www.usa-truck.com under the “Corporate Governance” tab of the “Investors” menu.
CERTAIN TRANSACTIONS
We have a long-standing written policy of not making loans to our officers, directors or affiliates. Our policy further prohibits entering into leases, equipment purchase agreements or other contracts with our officers, directors or affiliates unless the Board, and the disinterested members of the Board, so approve upon the Audit Committee’s recommendation, after the Audit Committee has determined that the transaction is reasonable, in the best interest of USA Truck and on terms no less favorable than could be obtained from an unrelated third party.  Since January 1, 2012, there were no transactions involving a “related person,” as that term is defined in Item 401(a) of Regulation S-K, identified in the responses to the annual questionnaire sent to each director and executive officer of the Company, or otherwise known to the Audit Committee or to the Company.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our officers and directors, and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC. Officers, directors, and greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.  Based solely upon a review of the copies of such forms and amendments thereto, we believe that none of our officers, directors, and greater than 10% beneficial owners failed to file on a timely basis the reports required by Section 16(a), with the exception of Kimberly Woodard and J. Rodney Mills, each of whom inadvertently failed to timely report one transaction relating to the forfeiture of restricted stock upon his/her termination of employment.
42
STOCKHOLDER PROPOSALS

Under SEC rules and regulations, stockholder proposals intended to be presented at the 20152017 Annual Meeting must be received by the Company no later than December 26, 20147, 2016 to be eligible for inclusion in the Company’sour proxy statement and form of proxy for next year’s meeting. However, if the date of the 2017 Annual Meeting is more than thirty days before or after May 3, 2017, then the deadline for submitting any such stockholder proposal for inclusion in the proxy materials relating to the 2017 Annual Meeting shall be a reasonable time before we begin to print or mail such proxy materials.

If, pursuant to our bylaws, any stockholder intends to present a proposal at the 20152017 Annual Meeting without inclusion of such proposal in our proxy materials, we must receive notice of such proposal no earlier than January 23, 20153, 2017 and no later than February 22, 2015.2, 2017. Any notice received prior to January 23, 20153, 2017 or after February 22, 20152, 2017 is untimely.

However, if the date of the 2017 Annual Meeting is more than twenty-five days before or after May 3, 2017, notice by the stockholder in order to be timely must be received not later than the close of business on the tenth day following the first day on which the notice of the date of the 2017 Annual Meeting was mailed or public disclosure of the date of the annual meeting otherwise was made, whichever occurs first.

Proposals must concern a matter that may be properly considered and acted upon at the Annual Meeting in accordance with applicable laws and regulations and the Company’sour bylaws, committee charters and policies, and must otherwise comply with Rule 14a-8 of the Exchange Act and we reserve the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these requirements. Proposals should be addressed to USA Truck, Inc., Attention: Corporate Secretary, 3200 Industrial Park Road, Van Buren, Arkansas 72956.

 

STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE URGED TO SIGN, DATE AND RETURN PROMPTLY THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED, WHICH REQUIRES NO ADDITIONAL POSTAGE IF MAILED IN THE UNITED STATES.

 

By Order of the Board of Directors

 DAVID

David F. MARANOMarano

 

Secretary

April 25, 2014

6, 2016

Upon written request of any stockholder, the Companywe will furnish, without charge, a copy of the Company’s 2013our 2015 Annual Report on Form 10-K, as filed with the Securities and Exchange Commission, including the financial statements and schedules thereto. The written request should be sent to David F. Marano, Secretary, of the Company, at the Company’sour executive offices, 3200 Industrial Park Road, Van Buren, Arkansas 72956. The written request must state that as of March 28, 2014,9, 2016, the person making the request was a beneficial owner of shares of the Common Stock of the Company.

43

APPENDIX A

USA TRUCK, INC.

2014 OMNIBUS INCENTIVE PLAN

Effective May 23, 2014


ARTICLE I
PURPOSE AND EFFECTIVE DATE

Section 1.1.                      Purposeour common stock..  The purpose of the USA Truck, Inc. 2014 Omnibus Incentive Plan (the “Plan”) is to provide annual incentives to certain Employees, Directors, and Consultants of the Company in a manner designed to reinforce the Company’s performance goals; to link a significant portion of Participants’ compensation to the achievement of such goals; and to continue to attract, motivate, and retain key personnel on a competitive basis.

Section 1.2.                      Term.  The Plan was initially adopted by the Board of Directors on February 25, 2014, and became effective on May 23, 2014, the date of the approval by the Company's stockholders.

Section 1.3.                      Successor Plan.  This Plan shall serve as the successor to the USA Truck, Inc. 2004 Equity Incentive Plan (the "Predecessor Plan"), and no further Awards shall be made under the Predecessor Plan from and after the effective date of this Plan.  All outstanding Awards under the Predecessor Plan immediately prior to the effective date of this Plan are hereby incorporated into this Plan and shall accordingly be treated as outstanding Awards under this Plan; provided, however, each such Award shall continue to be governed solely by the terms and conditions of the instrument evidencing such Award and interpreted under the terms of the Predecessor Plan, and, except as otherwise expressly provided herein, no provision of this Plan shall affect or otherwise modify the rights or obligations of holders of such incorporated Awards with respect to their acquisition of shares of Common Stock, or otherwise modify the rights or the obligations of the holders of such Awards.

ARTICLE II
DEFINITIONS AND CONSTRUCTION

Section 2.1.                      Certain Defined Terms.  As used in this Plan, unless the context otherwise requires, the following terms shall have the following meanings:

(a)           "Award" means any form of stock option, stock appreciation right, Stock Award, Restricted Stock Unit Award, performance unit, Performance Award, or other incentive Award granted under the Plan, whether singly, in combination, or in tandem, to a Participant by the Committee pursuant to such terms, conditions, restrictions, and/or limitations, if any, as the Committee may establish by the Award Notice or otherwise.

(b)           "Award Notice" means the document establishing the terms, conditions, restrictions, and/or limitations of an Award in addition to those established by this Plan and by the Committee’s exercise of its administrative powers.  The Committee will establish the form of the document in the exercise of its sole and absolute discretion.

(c)           "Board" means the Board of Directors of the Company.

(d)           "CEO" means the Chief Executive Officer of the Company.

44
(e)           "Code" means the Internal Revenue Code of 1986, as amended from time to time, including the regulations thereunder.

(f)           "Committee" means the Executive Compensation Committee of the Board, or such other Board committee as may be designated by the Board to administer the Plan; provided, that the Committee shall consist of two or more Directors, all of whom are both a "Non-Employee Director" within the meaning of Rule 16b-3 under the Exchange Act and an "outside director" within the meaning of the definition of such term as contained in Treasury Regulation Section 1.162-27(e)(3).

(g)           "Common Stock" means the Common Stock, par value $0.01 per share, of the Company.

(h)           "Company" means USA Truck, Inc., a Delaware corporation, and its Subsidiaries from time to time; provided, however, that when the defined term “Company” is used in the Plan in Sections 1.2, 2.1(c), 2.1(d), 2.1(g), 4.2(h) (second usage), 4.3, 6.1, 6.2, 11.3, 13.2 (second usage), 16.2, and 16.4, the term “Company” shall be interpreted to mean only USA Truck, Inc., a Delaware corporation (and not also its Subsidiaries).

(i)           "Consultants" means the consultants, advisors and independent contractors retained by the Company.

(j)           "Covered Employee" means an Employee who is a "covered employee" within the meaning of Section 162(m) of the Code.

(k)           "Director" means a Non-Employee member of the Board.

(l)           "Effective Date" means the date an Award is determined to be effective by the Committee upon its grant of such Award, which date shall be set forth in the applicable Award Notice.

(m)           "Employee" means any person employed by the Company on a full- or part-time basis.

(n)           "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, including the rules thereunder.

(o)           "Fair Market Value" means the closing price of the Common Stock on the principal national securities exchange on which the Common Stock is then listed or admitted to trading, and the closing price shall be the last reported sale price, regular way, on such date (or, if no sale takes place on such date, the last reported sale price, regular way, on the next preceding date on which such sale took place), as reported by such exchange.  If the Common Stock is not then so listed or admitted to trading on a national securities exchange, then Fair Market Value shall be the value determined by the Committee in good faith.

(p)           "Grant Date" means the first date on which all necessary Committee action has been taken to approve the grant of the Award as provided in the Plan, or such later date as is determined and specified as part of the authorization process.

(q)           "Negative Discretion" means the discretion authorized by the Plan to be applied by the Committee in determining the size of a Performance Award for a Performance Period if, in the Committee’s sole and absolute discretion, such application is appropriate.  Negative Discretion may only be used by the Committee to eliminate or reduce the size of a Performance Award.  In no event shall any discretionary authority granted to the Committee by the Plan, including, without limitation, Negative Discretion, be used to: (i) grant Performance Awards for a Performance Period if the Performance Goals for such Performance Period have not been attained under the applicable Performance Formula; or (ii) increase a Performance Award above the maximum amount payable under Section 6.3 of the Plan.

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(r)           "Participant" means any Employee, Director, or Consultant to whom an Award has been granted under the Plan.

(s)           "Performance Awards" means the Stock Awards and performance units granted pursuant to Article VII.  Performance Awards are intended to qualify as "performance-based compensation" under Section 162(m) of the Code.

(t)           "Performance Criteria" means the one or more criteria that the Committee shall select for purposes of establishing the Performance Goal(s) for a Performance Period.  The Performance Criteria that will be used to establish such Performance Goal(s) shall be expressed in terms of the attainment of specified levels of one or any variation or combination of the following:  revenues (including, without limitation, measures such as revenue per mile (loaded or total) or revenue per tractor), net revenues, fuel surcharges, accounts receivable collection or days sales outstanding, cost reductions and savings (or limits on cost increases), safety and claims (including, without limitation, measures such as accidents per million miles, number of significant accidents, number of worker's compensation claims, changes in safety scores and ratings), operating income, operating ratio, operating margin, income before taxes, net income, earnings before interest and taxes (EBIT), earnings before interest, taxes, depreciation, and amortization (EBITDA), adjusted net income, diluted earnings per share, adjusted diluted earnings per share, stock price, working capital measures, assets, return on assets, return on revenues, debt-to-equity or debt-to-capitalization (in each case with or without lease adjustment), leverage measures, productivity and efficiency measures (including, without limitation, measures such as driver turnover, trailer-to-tractor ratio, tractor-to-non-driver ratio, average revenue per tractor, average percentages of loaded and empty miles, average fuel savings, and fuel surcharge revenues), cash position, return on stockholders’ equity, return on invested capital, cash flow measures (including, without limitation, free cash flow), net margin, gross margin, market share, stockholder return, economic value added, or completion of acquisitions (either with or without specified size). In addition, the Committee may establish, as additional Performance Criteria, the attainment by a Participant of one or more personal objectives and/or goals that the Committee deems appropriate, including, without limitation, implementation of Company policies, negotiation of significant corporate transactions, development of long-term business goals or strategic plans for the Company, or the exercise of specific areas of managerial responsibility.  Each of the Performance Criteria may be expressed on an absolute and/or relative basis with respect to one or more peer group companies or indices, and may include comparisons with past performance of the Company (including one or more divisions thereof, if any) and/or the current or past performance of other companies.

(u)           "Performance Formula" means, for a Performance Period, the one or more objective formulas (expressed as a percentage or otherwise) applied against the relevant Performance Goal(s) to determine, with regard to the Award of a particular Participant, whether all, some portion but less than all, or none of the Award has been earned for the Performance Period.

(v)           "Performance Goals" means, for a Performance Period, the one or more goals established by the Committee for the Performance Period based upon the Performance Criteria.  Any Performance Goal shall be established in a manner such that a third party having knowledge of the relevant performance results could calculate the amount to be paid to the Participant.

(w)           "Performance Period" means the one or more periods of time, which may be of varying and overlapping durations, as the Committee may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to and the payment of a Performance Award.

(x)           "Plan" means this 2014 Omnibus Incentive Plan, as amended from time to time.

(y)           "Restricted Stock Unit Award" means an Award granted pursuant to Article XI in the form of a right to receive shares of Common Stock on a future date.

(z)           "Stock Award" means an Award granted pursuant to Article X in the form of shares of Common Stock, restricted shares of Common Stock, and/or units of Common Stock.

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(aa)           "Subsidiary" means a corporation or other business entity in which the Company directly or indirectly has an ownership interest of twenty percent (20%) or more, except that with respect to incentive stock options, "Subsidiary" shall mean "subsidiary corporation" as defined in Section 424(f) of the Code.

(bb)           "Term" means the term during which new Awards may be granted under the Plan, which shall be, if stockholder approval of this Plan is obtained at the 2014 Annual Meeting of Stockholders, the date of such approval, until the Plan expires on May 23, 2024.

Section 2.2.                      Other Defined Terms.  Unless the context otherwise requires, all other capitalized terms shall have the meanings set forth in the other Articles and Sections of this Plan.

Section 2.3.                      Construction.  In any necessary construction of a provision of this Plan, the masculine gender may include the feminine, and the singular may include the plural, and vice versa.  Any reference in this Plan to a provision of a statute, rule, or regulation refers to such provision as amended from time to time and will also include any applicable successor provision thereto.
ARTICLE III
ELIGIBILITY

Section 3.1.                      In General.  Subject to Section 3.2 and Article IV, all Employees, Directors, and Consultants are eligible to participate in the Plan.  The Committee may select, from time to time, Participants from those Employees, Directors, and Consultants.

Section 3.2.                      Incentive Stock Options.  Only Employees shall be eligible to receive "incentive stock options" (within the meaning of Section 422 of the Code).

ARTICLE IV
PLAN ADMINISTRATION

Section 4.1.                      Responsibility.  The Committee shall have total and exclusive responsibility to control, operate, manage, and administer the Plan in accordance with its terms.

Section 4.2.                      Authority of the Committee.  The Committee shall have all the authority that may be necessary or helpful to enable it to discharge its responsibilities with respect to the Plan.  Without limiting the generality of the preceding sentence, the Committee shall have the exclusive right to:

(a)           determine eligibility for participation in the Plan;

(b)           select the Participants and determine the type of Awards to be made to Participants, the number of shares subject to Awards, and the terms, conditions, restrictions, and limitations of the Awards, including, without limitation, restrictions on the transferability of Awards and conditions with respect to continued employment, Performance Criteria, confidentiality, and non-competition;

(c)           interpret the Plan;
(d)           construe any ambiguous provision, correct any default, supply any omission, and reconcile any inconsistency of the Plan;
(e)           issue administrative guidelines as an aid to administer the Plan and make changes in such guidelines as it from time to time deems proper;
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(f)           make regulations for carrying out the Plan and make changes in such regulations as it from time to time deems proper;
(g)           to the extent permitted under the Plan, grant waivers of Plan terms, conditions, restrictions, and limitations;
(h)           promulgate rules and regulations regarding treatment of Awards of a Participant under the Plan in the event of such Participant’s death, disability, retirement, termination from the Company, or breach of agreement by the Participant, or in the event of a change of control of the Company;
(i)           accelerate the vesting, exercise, or payment of an Award or the Performance Period of an Award when such action or actions would be in the best interest of the Company;
(j)           establish such other types of Awards, besides those specifically enumerated in Article V hereof, which the Committee determines are consistent with the Plan’s purpose;
(k)           subject to Section 4.3, grant Awards in replacement of Awards previously granted under this Plan or any other executive compensation plan of the Company;
(l)           establish and administer the Performance Goals and certify whether, and to what extent, they have been attained;
(m)           determine the terms and provisions of any agreements entered into hereunder;
(n)           take any and all other action it deems necessary or advisable for the proper operation or administration of the Plan; and
(o)           make all other determinations it deems necessary or advisable for the administration of the Plan, including factual determinations.

The decisions of the Committee and its actions with respect to the Plan shall be final, binding, and conclusive upon all persons having or claiming to have any right or interest in or under the Plan.

Section 4.3.                      Restriction on Option Repricing.  Except for adjustments pursuant to Section 6.2, the Committee shall not reprice any stock options and/or stock appreciation rights unless such action is approved by the Company’s stockholders.  For purposes of the Plan, the term "reprice" shall mean (i) the reduction, directly or indirectly, in the per-share exercise price of an outstanding stock option(s) and/or stock appreciation right(s) issued under the Plan by amendment, cancellation, or substitution, (ii) the replacement of an outstanding stock option(s) and/or stock appreciation right(s) issued under the Plan in exchange for cash or other consideration, or (iii) any other action that would be treated as a "repricing" under the rules and interpretations of the principal national securities exchange on which the Common Stock is then listed or admitted to trading.

Section 4.4.                      Section 162(m) of the Code.  With regard to Awards issued to Covered Employees that are intended to qualify as "performance-based compensation" for purposes of Section 162(m) of the Code, the Plan shall, for all purposes, be interpreted and construed with respect to such Awards in the manner that would result in such interpretation or construction satisfying the exemptions available under Section 162(m) of the Code.

Section 4.5.                      Action by the Committee.  Except as otherwise provided by Section 4.6, the Committee may act only by a majority of its members.  Any determination of the Committee may be made, without a meeting, by unanimous written consent when deemed necessary or desirable.

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Section 4.6.                      Allocation and Delegation of Authority.  The Committee may allocate all or any portion of its responsibilities and powers under the Plan to any one or more of its members, the CEO, or other senior members of management as the Committee deems appropriate, and may delegate all or any part of its responsibilities and powers to any such person or persons; provided, that any such allocation or delegation be in writing; provided, further, that only the Committee, or other committee consisting of two or more Directors, all of whom are both "Non-Employee Directors" within the meaning of Rule 16b-3 under the Exchange Act and "outside directors" within the meaning of the definition of such term as contained in Treasury Regulation Section 1.162-27(e)(3) may select and grant Awards to Participants who are subject to Section 16 of the Exchange Act or are Covered Employees. The Committee may revoke any such allocation or delegation at any time for any reason with or without prior notice.
ARTICLE V
FORM OF AWARDS

Section 5.1.                      In General.  Awards may, at the Committee’s sole discretion, be paid in the form of Performance Awards pursuant to Article VII, stock options pursuant to Article VIII, stock appreciation rights pursuant to Article IX, Stock Awards pursuant to Article X, Restricted Stock Unit Awards pursuant to Article XI, performance units pursuant to Article XII, any form established by the Committee pursuant to Section 4.2(j), or a combination thereof.  Each Award shall be subject to the terms, conditions, restrictions, and limitations of the Plan and the Award Notice for such Award.  Awards under a particular Article of the Plan need not be uniform and Awards under two or more Articles may be combined into a single Award Notice.  Any combination of Awards may be granted at one time and on more than one occasion to the same Participant.

Section 5.2.                      Foreign Jurisdictions.

(a)           Special Terms.  In order to facilitate the making of any Award to Participants who are employed or retained by the Company outside the United States as Employees, Directors, or Consultants (or who are foreign nationals temporarily within the United States) and who are not (and who are not expected to be) “covered employees” within the meaning of Section 162(m) of the Code, the Committee may provide for such modifications and additional terms and conditions ("Special Terms") in Awards as the Committee may consider necessary or appropriate to accommodate differences in local law, policy, or custom or to facilitate administration of the Plan. The Special Terms may provide that the grant of an Award is subject to (i) applicable governmental or regulatory approval or other compliance with local legal requirements and/or (ii) the execution by the Participant of a written instrument in the form specified by the Committee, and that in the event such conditions are not satisfied, the grant shall be void.  The Special Terms may also provide that an Award shall become exercisable or redeemable, as the case may be, if an Employee’s employment or Director's or Consultant’s relationship with the Company ends as a result of workforce reduction, realignment, or similar measure, and the Committee may designate a person or persons to make such determination for a location.  The Committee may adopt or approve sub-plans, appendices or supplements to, or amendments, restatements, or alternative versions of, the Plan as it may consider necessary or appropriate for purposes of implementing any Special Terms, without thereby affecting the terms of the Plan as in effect for any other purpose; provided, however, no such sub-plans, appendices or supplements to, or amendments, restatements, or alternative versions of, the Plan shall: (A) increase the limitations contained in Section 6.3; (B) increase the number of available shares under Section 6.1; or (C) cause the Plan to cease to satisfy any conditions of Rule 16b-3 under the Exchange Act.

(b)           Currency Effects.  Unless otherwise specifically determined by the Committee, all Awards and payments pursuant to such Awards shall be determined in United States currency.  The Committee shall determine, in its discretion, whether and to the extent any payments made pursuant to an Award shall be made in local currency, as opposed to United States dollars.  In the event payments are made in local currency, the Committee may determine, in its discretion and without liability to any Participant, the method and rate of converting the payment into local currency.

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ARTICLE VI
SHARES SUBJECT TO PLAN

Section 6.1.                      Available Shares.  The maximum aggregate number of shares of Common Stock which shall be available for the grant of Awards under the Plan from and after the Plan effective date (including incentive stock options) until the end of the Plan's Term shall not exceed 500,000 shares (the "Share Reserve").  The Share Reserve shall be subject to adjustment as provided in Section 6.2.  Any shares of Common Stock related to Awards that terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of such shares, are settled in cash in lieu of Common Stock, or are exchanged with the Committee’s permission for Awards not involving Common Stock (collectively, "Terminated Shares") shall be available again for grant under the Plan to the extent such Terminated Shares relate to Awards granted on or after the Plan effective date.  Notwithstanding anything contained in this Plan to the contrary, the following shares shall not become available for issuance under the Plan: (a) shares tendered by Participants as full or partial payment to the Company upon exercise of stock options granted under this Plan; (b) shares reserved for issuance upon the grant of SARs, to the extent the number of reserved shares exceeds the number of shares actually issued upon exercise of the SARs; (c) shares withheld by, or otherwise remitted to, the Company to satisfy a Participant’s tax withholding obligations upon the lapse of restrictions on Restricted Stock or the exercise of stock options or SARs granted under the Plan or upon any other payment or issuance of shares under the Plan; (d) shares that were reserved for issuance under the Predecessor Plan; and (e) shares that are related to Awards granted under the Predecessor Plan that terminate by expiration, forfeiture, cancellation or otherwise without the issuance of such shares, are settled in cash in lieu of Common Stock, or are exchanged with the Committee’s permission for Awards not involving Common Stock.  The shares of Common Stock available for issuance under the Plan may be authorized and unissued shares or treasury shares, including shares purchased in open market or private transactions.  For the purpose of computing the total number of shares of Common Stock granted under the Plan, where one or more types of Awards, both of which are payable in shares of Common Stock, are granted in tandem with each other such that the exercise of one type of Award with respect to a number of shares cancels an equal number of shares of the other, the number of shares granted under both Awards shall be deemed to be equivalent to the number of shares under one of the Awards.

Section 6.2.                      Adjustment Upon Certain Events.  In the event that there is, with respect to the Company, a stock dividend or split, reorganization, recapitalization, merger, consolidation, spin-off, combination, or transaction or exchange of Common Stock or other corporate exchange, or any distribution to stockholders of Common Stock or other property or securities or any extraordinary cash dividend (other than regular cash dividends), or any transaction similar to the foregoing or other transaction that results in a change to the Company’s capital structure, then the Committee shall make substitutions and/or adjustments to the maximum number of shares available for issuance under the Plan, the maximum Award payable under Section 6.3, the number of shares to be issued pursuant to outstanding Awards, the option prices, exercise prices or purchase prices of outstanding Awards, and/or any other affected terms of an Award or the Plan as the Committee, in its sole discretion and without liability to any person, deems equitable or appropriate. The Committee, in its sole discretion and without liability to any person, may adjust Performance Goals and Performance Periods for Performance Awards to the extent permitted by Code Section 162(m) to prevent the dilution or enlargement of a Participant’s rights with respect to a Performance Award.

Section 6.3.                      Maximum Award Payable.  Subject to Section 6.2, and notwithstanding any provision contained in the Plan to the contrary, the maximum Award payable (or granted, if applicable) to any one Participant under the Plan for a calendar year is 125,000 shares of Common Stock or, in the event the Award is paid in cash, $1,250,000.

ARTICLE VII
PERFORMANCE AWARDS

Section 7.1.                      Purpose.  For purposes of Performance Awards issued to Employees, Directors, and Consultants that are intended to qualify as "performance-based compensation" for purposes of Section 162(m) of the Code, the provisions of this Article VII shall apply in addition to and, where necessary, in lieu of the provisions of Article X, Article XI, and Article XII.  The purpose of this Article is to provide the Committee the ability to qualify the Stock Awards authorized under Article X, the Restricted Stock Unit Awards authorized under Article XI, and the performance units under Article XII as "performance-based compensation" under Section 162(m) of the Code.  The provisions of this Article VII shall control over any contrary provision contained in Article X, Article XI, or Article XII.

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Section 7.2.                      Eligibility.  For each Performance Period, the Committee will, in its sole discretion, designate within the initial period allowed under Section 162(m) of the Code which Employees, Directors, and Consultants will be Participants for such period.  However, designation of an Employee, Director, or Consultant as a Participant for a Performance Period shall not in any manner entitle the Participant to receive an Award for the period.  The determination as to whether or not such Participant becomes entitled to an Award for such Performance Period shall be decided solely in accordance with the provisions of this Article VII.  Moreover, designation of an Employee, Director, or Consultant as a Participant for a particular Performance Period shall not require designation of such Employee, Director, or Consultant as a Participant in any subsequent Performance Period, and designation of one Employee, Director, or Consultant as a Participant shall not require designation of any other Employee, Director, or Consultant as a Participant in such period or in any other period.
Section 7.3.                      Discretion of Committee with Respect to Performance Awards.  The Committee shall have the authority to determine which Covered Employees or other Employees, Directors, or Consultants shall be Participants of a Performance Award.  With regard to a particular Performance Period, the Committee shall have full discretion to select the length of such Performance Period, the type(s) of Performance Awards to be issued, the Performance Criteria that will be used to establish the Performance Goal(s), the kind(s) and/or level(s) of the Performance Goal(s), whether the Performance Goal(s) is (are) to apply to the Company or any one or more subunits thereof and the Performance Formula.  For each Performance Period, with regard to the Performance Awards to be issued for such period, the Committee will, within the initial period allowed under Section 162(m) of the Code, exercise its discretion with respect to each of the matters enumerated in the immediately preceding sentence of this Section 7.3 and record the same in writing.

Section 7.4.                      Payment of Performance Awards.

(a)           Condition to Receipt of Performance Award.  Unless otherwise provided in the relevant Award Notice, a Participant must be employed by the Company on the last day of a Performance Period to be eligible for a Performance Award for such Performance Period.

(b)           Limitation.  A Participant shall be eligible to receive a Performance Award for a Performance Period only to the extent that: (1) the Performance Goals for such period are achieved; and (2) the Performance Formula as applied against such Performance Goals determines that all or some portion of such Participant’s Performance Award has been earned for the Performance Period.

(c)           Certification.  Following the completion of a Performance Period, the Committee shall meet to review and certify in writing whether, and to what extent, the Performance Goals for the Performance Period have been achieved and, if so, to also calculate and certify in writing the amount of the Performance Awards earned for the period based upon the Performance Formula.  The Committee shall then determine the actual size of each Participant’s Performance Award for the Performance Period and, in so doing, shall apply Negative Discretion, if and when it deems appropriate.

(d)           Negative Discretion.  In determining the actual size of an individual Performance Award for a Performance Period, the Committee may reduce or eliminate the amount of the Performance Award earned under the Performance Formula for the Performance Period through the use of Negative Discretion, if in its sole judgment, such reduction or elimination is appropriate.

(e)           Timing of Award Payments.  The Awards granted for a Performance Period shall be paid to Participants as soon as administratively practicable following completion of the certifications required by Section 7.4(c).

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ARTICLE VIII
STOCK OPTIONS

Section 8.1.                      In General.  Awards may be granted in the form of stock options in such numbers and at such times during the Term of the Plan as the Committee shall determine.  These stock options may be incentive stock options within the meaning of Section 422 of the Code, non-qualified stock options (i.e., stock options which are not incentive stock options), or a combination of both.  All Awards under the Plan issued to Covered Employees in the form of non-qualified stock options shall qualify as "performance-based compensation" under Section 162(m) of the Code.

Section 8.2.                      Terms and Conditions of Stock Options.  An option shall be exercisable in accordance with such terms and conditions and at such times and during such periods as may be determined by the Committee.  The price at which Common Stock may be purchased upon exercise of a stock option shall be not less than one hundred percent (100%) of the Fair Market Value of the Common Stock, as determined by the Committee, as of the Grant Date.  In addition, the term of a stock option may not exceed ten (10) years from the Grant Date.
Section 8.3.                      Restrictions Relating to Incentive Stock Options.  Stock options issued in the form of incentive stock options shall, in addition to being subject to the terms and conditions of Section 8.2, comply with Section 422 of the Code.  Accordingly, the aggregate Fair Market Value (determined at the time the option was granted) of the Common Stock with respect to which incentive stock options are exercisable for the first time by a Participant during any calendar year (under this Plan or any other plan of the Company) shall not exceed $100,000 (or such other limit as may be required by Section 422 of the Code).

Section 8.4.                      Exercise.  Upon exercise, the option price of a stock option may be paid in cash, or, to the extent permitted by applicable law, through net settlement in shares or through tendering, by either actual delivery of shares or by attestation, shares of Common Stock, a combination of the foregoing, or such other consideration as the Committee may deem appropriate.  The Committee shall establish appropriate methods for accepting Common Stock, whether restricted or unrestricted, and may impose such conditions as it deems appropriate on the use of such Common Stock to exercise a stock option.  Stock options awarded under the Plan may also be exercised by way of a broker-assisted stock option exercise program, if any, provided such program is available at the time of the option’s exercise.

Section 8.5.                      Options Granted to Ten Percent Stockholders.  No incentive stock option shall be granted to a Participant who owns, directly or indirectly within the meaning of Section 424(d) of the Code, stock of the Company possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or one of its parent or subsidiary corporations (as such terms are defined for purposes of Section 422 of the Code), unless at the time the option is granted, the exercise price of the option is at least one hundred ten percent (110%) of the Fair Market Value of the Common Stock subject to such option and such option, by its terms, is not exercisable after the expiration of five (5) years from the Grant Date of the option.  The provisions of this Section 8.5 shall not apply to the grant of non-qualified stock options.

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ARTICLE IX
STOCK APPRECIATION RIGHTS

Section 9.1.                      In General.  Awards may be granted in the form of stock appreciation rights ("SARs") in such numbers and at such times during the Term of the Plan as the Committee shall determine.  SARs entitle the Participant to receive a payment equal to the appreciation in a stated number of shares of Common Stock from the exercise price to the Fair Market Value of the Common Stock on the date of exercise.  The "exercise price" for a particular SAR shall be defined in the Award Notice for that SAR.  A SAR may be granted in tandem with all or a portion of a related stock option under the Plan ("Tandem SARs"), or may be granted separately ("Freestanding SARs").  A Tandem SAR may be granted either at the time of the grant of the related stock option or at any time thereafter during the term of the stock option.  All Awards under the Plan issued to Covered Employees in the form of a SAR shall qualify as "performance-based compensation" under Section 162(m) of the Code.

Section 9.2.                      Terms and Conditions of Tandem SARs.  A Tandem SAR shall be exercisable to the extent, and only to the extent, that the related stock option is exercisable, and the "exercise price" of such a SAR (the base from which the value of the SAR is measured at its exercise) shall be the option price under the related stock option.  However, at no time shall a Tandem SAR be issued if the option price of its related stock option is less than the Fair Market Value of the Common Stock, as determined by the Committee, on the Grant Date of the Tandem SAR.  If a related stock option is exercised as to some or all of the shares covered by the Award, the related Tandem SAR, if any, shall be canceled automatically to the extent of the number of shares covered by the stock option exercise.  Upon exercise of a Tandem SAR as to some or all of the shares covered by the Award, the related stock option shall be canceled automatically to the extent of the number of shares covered by such exercise.  Moreover, all Tandem SARs shall expire not later than ten (10) years from the Grant Date.

Section 9.3.                      Terms and Conditions of Freestanding SARs.  Freestanding SARs shall be exercisable or automatically mature in accordance with such terms and conditions and at such times and during such periods as may be determined by the Committee.  The exercise price of a Freestanding SAR shall not be less than one hundred percent (100%) of the Fair Market Value of the Common Stock on the Grant Date of the Freestanding SAR.  Moreover, all Freestanding SARs shall expire not later than ten (10) years from the Grant Date of the Freestanding SAR.

Section 9.4.                      Deemed Exercise.  The Committee may provide that a SAR shall be deemed to be exercised at the close of business on the scheduled expiration date of such SAR if at such time the SAR by its terms remains exercisable and, if so exercised, would result in a payment to the holder of such SAR.

Section 9.5.                      Payment.  Unless otherwise provided in an Award Notice, a SAR may be paid in cash, Common Stock or any combination thereof, as determined by the Committee, in its sole and absolute discretion, at the time that the SAR is exercised.

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ARTICLE X
STOCK AWARDS

Section 10.1.                      Grants.  Awards may be granted in the form of Stock Awards in such numbers and at such times during the Term of the Plan as the Committee shall determine.

Section 10.2.                      Performance Criteria.  For Stock Awards conditioned, restricted, and/or limited based on Performance Goal(s), the length of the Performance Period, the Performance Goal(s) to be achieved during the Performance Period, and the measure of whether and to what degree such Performance Goal(s) has (have) been attained shall be conclusively determined by the Committee in the exercise of its sole and absolute discretion.  The Committee may adjust downward, but not upward, any amount determined to be otherwise payable in connection with such an Award.

Section 10.3.                      Rights as Stockholders.  During the period in which any restricted shares of Common Stock are subject to any restrictions, the Committee may, in its sole discretion, deny a Participant to whom such restricted shares have been awarded all or any of the rights of a stockholder with respect to such shares, including, without limitation, limiting the right to vote such shares or the right to receive dividends on such shares.

Section 10.4.                      Evidence of Award.  Any Stock Award granted under the Plan may be evidenced in such manner as the Committee deems appropriate, including, without limitation, book-entry registration or issuance of a stock certificate or certificates, with such restrictive legends and/or stop transfer instructions as the Committee deems appropriate.

ARTICLE XI
RESTRICTED STOCK UNIT AWARDS

Section 11.1.                      Grants.  Awards may be granted in the form of Restricted Stock Unit Awards in such numbers and at such times during the Term of the Plan as the Committee shall determine.

Section 11.2.                      Rights as Stockholders.  Unless otherwise provided in the applicable Award Notice, until the shares of Common Stock to be received upon the vesting of such Restricted Stock Unit Award are actually received by a Participant, the Participant shall have no rights as a stockholder with respect to such shares.

Section 11.3.                      Evidence of Award.  A Restricted Stock Unit Award granted under the Plan may be recorded on the books and records of the Company in such manner as the Committee deems appropriate.

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ARTICLE XII
PERFORMANCE UNITS

Section 12.1.                      Grants.  Awards may be granted in the form of performance units in such numbers and at such times during the Term of the Plan as the Committee shall determine.  Performance units, as that term is used in this Plan, shall refer to units valued by reference to designated criteria established by the Committee, other than Common Stock.

Section 12.2.                      Performance Criteria.  Performance units shall be contingent on the attainment during a Performance Period of certain Performance Goals.  The length of the Performance Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such Performance Goals have been attained shall be conclusively determined by the Committee in the exercise of its sole and absolute discretion.  The Committee may adjust downward, but not upward, any amount determined to be otherwise payable in connection with such an Award.

ARTICLE XIII
PAYMENT OF AWARDS

Section 13.1.                      Payment.  Absent a Plan or Award Notice provision to the contrary, payment of Awards may, at the discretion of the Committee, be made in cash, Common Stock, a combination of cash and Common Stock, or any other form of property as the Committee shall determine.  In addition, payment of Awards may include such terms, conditions, restrictions, and/or limitations, if any, as the Committee deems appropriate, including, in the case of Awards paid in the form of Common Stock, restrictions on transfer and forfeiture provisions; provided, however, such terms, conditions, restrictions, and/or limitations are not inconsistent with the Plan.

Section 13.2.                      Withholding Taxes.  The Company shall be entitled to deduct from any payment under the Plan, regardless of the form of such payment, the amount of all applicable income and employment taxes required by law to be withheld with respect to such payment or may require the Participant to pay to it such tax prior to and as a condition of the making of such payment.  In accordance with any applicable administrative guidelines it establishes, the Committee may allow a Participant to pay the amount of taxes required by law to be withheld from an Award by withholding from any payment of Common Stock due as a result of such Award, or by permitting the Participant to deliver to the Company, shares of Common Stock having a Fair Market Value equal to the minimum amount of such required withholding taxes.  Notwithstanding the foregoing or the provision of any Award Notice, a Participant may not pay the amount of taxes required by law to be withheld using shares of Common Stock if, in the opinion of counsel to the Company, there is a substantial likelihood that the use of such form of payment would result in adverse accounting treatment to the Company under generally accepted accounting principles.

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ARTICLE XIV
DIVIDEND AND DIVIDEND EQUIVALENTS

If an Award is granted in the form of a Stock Award or stock option, or in the form of any other stock-based grant, the Committee may choose, at the time of the grant of the Award or any time thereafter up to the time of the Award’s payment, to include as part of such Award an entitlement to receive dividends or dividend equivalents, subject to such terms, conditions, restrictions, and/or limitations, if any, as the Committee may establish.  Dividends and dividend equivalents shall be paid in such form and manner (i.e., lump sum or installments), and at such time(s) as the Committee shall determine.  All dividends or dividend equivalents which are not paid currently may, at the Committee’s discretion, accrue interest, be reinvested into additional shares of Common Stock or, in the case of dividends or dividend equivalents credited in connection with Stock Awards, be credited as additional Stock Awards and paid to the Participant if and when, and to the extent that, payment is made pursuant to such Award.

ARTICLE XV
DEFERRAL OF AWARDS

Subject to Section 16.8, at the discretion of the Committee, payment of any Award, salary, bonus compensation, Board compensation, dividend or dividend equivalent, or any portion thereof, may be deferred by a Participant until such time as the Committee may establish.  All such deferrals shall be accomplished by the delivery of a written, irrevocable election by the Participant prior to the time established by the Committee for such purpose, on a form provided by the Company.  Further, all deferrals shall be made in accordance with administrative guidelines established by the Committee to ensure that such deferrals comply with all applicable requirements of the Code.  Deferred payments shall be paid in a lump sum or installments, as determined by the Committee.  Deferred Awards may also be credited with interest, at such rates to be determined by the Committee, or invested by the Company, and, with respect to those deferred Awards denominated in the form of Common Stock, credited with dividends or dividend equivalents.

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ARTICLE XVI
MISCELLANEOUS

Section 16.1.                      Nonassignability.  Except as otherwise provided in an Award Notice, no Awards or any other payment under the Plan shall be subject in any manner to alienation, anticipation, sale, transfer (except by will or the laws of descent and distribution), assignment, or pledge, nor shall any Award be payable to or exercisable by anyone other than the Participant to whom it was granted.

Section 16.2.                      Regulatory Approvals and Listings.  Notwithstanding anything contained in this Plan to the contrary, the Company shall have no obligation to issue or deliver certificates of Common Stock evidencing Stock Awards or any other Award resulting in the payment of Common Stock prior to (i) the obtaining of any approval from any governmental agency which the Company shall, in its sole discretion, determine to be necessary or advisable, (ii) the admission of such shares to listing on the principal national securities exchange on which the Common Stock is then listed or admitted to trading, and (iii) the completion of any registration or other qualification of said shares under any state or federal law or ruling of any governmental body which the Company shall, in its sole discretion, determine to be necessary or advisable.

Section 16.3.                      No Right to Continued Employment or Grants.  Participation in the Plan shall not give any Participant the right to remain in the employ or other service of the Company.  The Company reserves the right to terminate the employment or other service of a Participant at any time.  Further, the adoption of this Plan shall not be deemed to give any Employee, Director, or any other individual any right to be selected as a Participant or to be granted an Award.  In addition, no Employee, Director, or any other individual having been selected for an Award, shall have at any time the right to receive any additional Awards.

Section 16.4.                      Amendment/Termination.  The Committee may suspend or terminate the Plan at any time for any reason with or without prior notice.  In addition, the Committee may, from time to time for any reason and with or without prior notice, amend the Plan in any manner, but may not without stockholder approval adopt any amendment which would require the vote of the stockholders of the Company if such approval is necessary or deemed advisable with respect to tax, securities, or other applicable laws or regulations, including, without limitation, the listing requirements of the principal national securities exchange on which the Common Stock is then listed or admitted to trading. Notwithstanding the foregoing, without the consent of a Participant (except as otherwise provided in Section 6.2), no amendment may materially and adversely affect any of the rights of such Participant under any Award theretofore granted to such Participant under the Plan.  No Awards shall be granted under the Plan after May 23, 2024, but Awards theretofore granted may extend beyond that date.

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This Plan and Awards issued hereunder shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance thereunder.  Notwithstanding any provisions of the Plan to the contrary, in the event that the Committee determines that any amounts payable hereunder will be taxable to a Participant under Section 409A of the Code and related Department of Treasury guidance prior to payment to such Participant of such amount, the Company may (a) adopt such amendments to the Plan and Awards and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Committee deems necessary or appropriate to preserve the intended tax treatment of the benefits provided by the Plan and Awards hereunder and/or (b) take such other actions as the Committee deems necessary or appropriate to avoid the imposition of an additional tax under Section 409A of the Code.

Section 16.5.                      Governing Law.  The Plan shall be governed by and construed in accordance with the laws of the State of Delaware, except as superseded by applicable federal law, without giving effect to its conflicts of law provisions.

Section 16.6.                      No Right, Title, or Interest in Company Assets.  Unless otherwise provided in the applicable Award Notice, no Participant shall have any rights as a stockholder as a result of participation in the Plan until the date of issuance of a stock certificate in his or her name, and, in the case of restricted shares of Common Stock, such rights are granted to the Participant under the Plan.  To the extent any person acquires a right to receive payments from the Company under the Plan, such rights shall be no greater than the rights of an unsecured creditor of the Company and the Participant shall not have any rights in or against any specific assets of the Company.  All of the Awards granted under the Plan shall be unfunded.

Section 16.7.                      No Guarantee of Tax Consequences.  No person connected with the Plan in any capacity, including, without limitation, the Company and its directors, officers, agents, and employees, makes any representation, commitment, or guaranty that any tax treatment, including, without limitation, federal, state, and local income, estate, and gift tax treatment, will be applicable with respect to the tax treatment of any Award, any amounts deferred under the Plan, or paid to or for the benefit of a Participant under the Plan, or that such tax treatment will apply to or be available to a Participant on account of participation in the Plan.

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Section 16.8.                      Section 409A.  Notwithstanding other provisions of the Plan or any Award agreements thereunder, no Award shall be granted, deferred, accelerated, extended, paid out or modified under this Plan in a manner that would result in the imposition of an additional tax under Section 409A of the Code upon a Participant.  In the event that it is reasonably determined by the Committee that, as a result of Section 409A of the Code, payments in respect of any Award under the Plan may not be made at the time contemplated by the terms of the Plan or the relevant Award agreement, as the case may be, without causing the Participant holding such Award to be subject to taxation under Section 409A of the Code, the Company will make such payment on the first day that would not result in the Participant incurring any tax liability under Section 409A of the Code.  The Company shall use commercially reasonably efforts to implement the provisions of this Section 16.8 in good faith; provided, that neither the Company, the Committee nor any of the Company’s employees, directors or representatives shall have any liability to any Participant with respect to this Section 16.8.

Section 16.9.                      Clawback.  Awards and any compensation associated therewith may be made subject to forfeiture, recovery by the Company or other action pursuant to any compensation recovery policy adopted by the Board or the Committee at any time, including in response to the requirements of Section 10D of the Exchange Act and any implementing rules and regulations thereunder, or as otherwise required by law or by the principal national securities exchange on which the Common Stock is then listed or admitted to trading.  Any Award Notice may be unilaterally amended by the Committee to comply with any such compensation recovery policy.

Section 16.10.                      Successors and Assigns.  The Plan shall be binding on all successors and assigns of the Company and a Participant, including, without limitation, the estate of such Participant and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the Participant’s creditors.

 

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XPLEASE MARK VOTES AS IN THIS EXAMPLE
REVOCABLE PROXY
USA TRUCK, INC.
For all
With
Hold All
For All Except
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF STOCKHOLDERS
MAY 23, 2014.  THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS ONE, TWO AND THREE.
1.Election of two (2) Class I directors for a term of office expiring at the 2017 Annual Meeting of Stockholders
(01) William H. Hanna, (02) James D. Simpson, III
The stockholder  of record  hereby appoints  ROBERT A. PEISER and JOHN M. SIMONE, and either  of them, with full power of substitution,  as Proxies for the stockholder, to attend the Annual Meeting of the Stockholders of USA Truck, Inc. (the “Company”),  to be held  on May  23, 2014, at 10:00 a.m.,  Central Time,  and any adjournments thereof, and to vote all shares of the common stock of the Company that the stockholder is entitled to vote upon each of the matters referred to in this Proxy and, at their discretion, upon such other matters as may properly come before this meeting.INSTRUCTION: To withhold authority to vote for any nominee(s), mark “For All Except” and write that nominee(s’) name(s) or number(s) in the space provided below.
ForAgainstAbstain
2.Advisory approval of the Company’s Executive Compensation
Please be sure to date and sign this proxy card in the box below.ForAgainstAbstain
3.Approval of the USA Truck, Inc. 2014 Omnibus Incentive Plan
Date
This Proxy, when properly executed, will be voted in the manner directed herein by the stockholder of record.  If no direction is made, this Proxy will be voted FOR all Proposals.
The stockholder acknowledges receipt of the Notice and Proxy Statement for the 2014 Annual Meeting of Stockholders and the annual report to stockholders for the year ended December 31, 2013.
Sign aboveco-holder (if any) sign above
(Please sign exactly as name(s) appear(s) at above. If stock is in the name of two or more persons, each should sign. Persons signing as attorney, executor, administrator, trustee, guardian or other fiduciary, please give full title as such. If a corporation, please sign in full corporate name, by president or other authorized officer. If a partnership, please sign in partnership name by authorized person.)
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN THE MANNER SPECIFIED HEREIN BY THE UNDERSIGNED STOCKHOLDER WITH RESPECT TO
ANY MATTER TO BE VOTED UPON. IF NO SPECIFICATION IS MADE, THE PROXIES WILL VOTE THESE SHARES FOR THE ELECTION OF THE NAMED NOMINEES, FOR THE APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION AND FOR THE APPROVAL OF THE USA TRUCK, INC. 2014 OMNIBUS INCENTIVE PLAN. THE PROXIES WILL VOTE IN THEIR SOLE DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
Detach above card, sign, date and mail in postage paid envelope provided.
SECRETARY
USA TRUCK, INC.
3200 Industrial Park Road, Van Buren, Arkansas 72956
PLEASE SIGN, DATE AND RETURN THIS
PROXY AS SOON AS POSSIBLE.
IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED BELOW AND
RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.
ON-LINE ANNUAL MEETING MATERIALS:
http://www.cfpproxy.com/4887