Statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

	Executive Compensation Committee:
	~~Richard B. Beauchamp (Chairman)~~ M. Susan Chambers (Chairwoman)
	~~Gary R. Enzor~~ Robert A. Peiser
	~~William H. Hanna~~ Alexander D. Greene
	~~Robert A. Peiser~~
	~~Vadim Perelman~~ Gary R. Enzor

Executive Compensation Committee Interlocks and Insider Participation

The Executive Compensation Committee is comprised of ~~Richard B. Beauchamp (Chairman)~~M. Susan Chambers (Chairwoman), ~~William H. Hanna, Gary R. Enzor,~~ Robert A. Peiser, Alexander D. Greene and ~~Vadim Perelman. Terry A. Elliott~~Gary R. Enzor. All of the members who served ~~as a member of~~on the Executive Compensation Committee ~~until his retirement from the Board~~during 2017 were independent as defined by defined by Rule 5605(a)(2) of ~~Directors and all committees thereof in September 2014.~~

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 ~~2014~~2017 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 ~~2014,~~2017, no member of the Executive Compensation Committee had any relationship or transaction with the Company that would require disclosure as a ~~"related~~“related person ~~transaction"~~transaction” under Item 404 of Regulation S-K in this Proxy Statement under the section entitled ~~"Certain~~“Certain Transactions."

~~During 2014,~~”

No director serving on the Executive Compensation Committee was, at any time during or before 2017, an officer or employee of the Company or any of its subsidiaries. In addition, during 2017, 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. Additionally, during 2014, none~~Committee or otherwise served on our Board.

See “Certain Transactions,” which describes the absence of our executive officers served as a member of the compensation committee (or other board committee performing equivalent functions) 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~~any transactions between us and our other directors, executive officers or their affiliates, and ~~"Executive~~“Executive Compensation – Director ~~Compensation"~~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:

· ●	~~Monitoring~~ monitoring our financial reporting processes and systems of internal controls ~~regarding finance and accounting;~~over financial reporting;

· ●	~~Monitoring~~ 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~~ 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. A copy of the Audit Committee’s charter, as of ~~March 4, 2015,~~February 28, 2018, is available at our website, http://www.usa-truck.com, under the ~~"Corporate Governance"~~“Corporate Governance” tab of the ~~"Investors"~~“Investor Relations” menu.

The Audit Committee met ~~eleven~~seven times during ~~2014.~~2017. The Audit Committee is comprised of Robert E. Creager (Chairman), ~~Richard B. Beauchamp, Gary R. Enzor~~Alexander D. Greene and ~~William H. Hanna.~~Robert A. Peiser. The Board has determined that each of Robert E. Creager, isAlexander D. Greene and Robert A. Peiser qualifies as 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, and has designated Robert E. Creager as its audit committee financial expert.

All of the members who served on the Audit Committee during ~~2014~~2017 were independent as defined by Rule 5605(a)(2) of The NASDAQ Stock Market’s ~~listing standards~~Listing 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 the 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 ~~2014~~2017 is set forth below.

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The Audit Committee Report shall not be deemed to be ~~"soliciting material"~~“soliciting material” or to otherwise be considered ~~"filed"~~“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~~Audit Committee is responsible for the appointment, evaluation, compensation, retention and oversight of the work of the Company’s independent registered ~~public~~ accounting firm, ~~which~~Grant Thornton LLP (“Grant Thornton”). Grant Thornton 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)~~(“PCAOB”) and issuing reports thereon.

The Audit Committee recognizes the importance of maintaining the independence of the Company’s independent registered public accounting firm, both in fact and appearance. The Audit Committee evaluates the qualifications, performance, and independence of the Company’s independent registered public accounting firm and determines whether to re-engage the current firm. In doing so, the Audit Committee considers the quality and efficiency of the services provided, the auditor’s capabilities, including their technical expertise and knowledge of the Company’s operations and industry. Based on this evaluation, the Audit Committee has retained Grant Thornton LLP as the Company’s independent registered public accounting firm for 2018. Grant Thornton LLP has been the Company’s independent registered public accounting firm since 2006.

The Audit Committee believes that, due to Grant Thornton LLP’s knowledge of the Company and the industry in which it operates, it is in the best interest of the Company and its shareholders to continue retention of Grant Thornton LLP to serve as the Company’s independent registered public accounting firm. Although the Audit Committee has the sole authority to appoint the Company’s independent registered public accounting firm, the Audit Committee recommended that the Board ask the shareholders to ratify the appointment of Grant Thornton LLP for 2018.

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, ~~2014,~~2017, 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;~~Thornton; (ii) discussed with the independent registered public accounting firm the matters required to be ~~disclosed~~discussed by ~~Statement on~~ Auditing ~~Standards~~Standard No. ~~61,~~ ~~Communication~~1301, Communications with Audit Committees~~, as may be modified, supplemented, or amended;~~ issued by the PCAOB; (iii) received and ~~discussed with the independent registered public accounting firm~~reviewed the written disclosures and the letter from ~~such accounting firm~~Grant Thornton required by ~~Independence Standards Board Statement No. 1,~~ ~~Independence Discussions~~applicable requirements of the PCAOB regarding Grant Thornton’s communications with the Audit ~~Committees, as amended;~~Committee concerning independence; and (iv) ~~has~~ discussed with ~~the independent registered public accounting firm~~Grant Thornton its independence. The Audit Committee also met in periodic executive sessions with representatives of ~~the independent registered public accounting firm,~~Grant Thornton, management, and the Company’s internal audit personnel during ~~2014.~~

2017.

Based on the foregoing reviews and meetings, the Audit Committee recommended to the Board, ~~of Directors~~and the Board has approved, that the audited financial statements and management’s assessment of the effectiveness of internal control over financial reporting, be included in the Annual Report on Form 10-K for the fiscal year ended December 31, ~~2014,~~2017, for filing with the SEC.

	Audit Committee:
	Robert E. Creager (Chairman)
	~~Richard B. Beauchamp~~ Alexander D. Greene
	~~Gary R. Enzor~~
	~~William H. Hanna~~ Robert A. Peiser

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Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is responsible for (i) recommending to the full Board corporate governance guidelines applicable to us, (ii) leading the Board in its annual review of the Board’s performance, (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 ~~(iv)~~(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 ~~William H. Hanna~~Gary R. Enzor (Chairman), Robert E. Creager, ~~Alexander D. Greene, Robert A. Peiser, Vadim Perelman~~Barbara J. Faulkenberry and ~~James D. Simpson, III, each~~M. Susan Chambers. All of ~~whom is an~~the directors who served on the Nominating and Corporate Governance Committee during 2017 were independent ~~director~~as defined by Rule 5605(a)(2) of The NASDAQ Stock ~~Market's listing standards.~~ Market’s 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 of ~~March 4, 2015,~~February 28, 2018, is available at our 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 ~~four~~six times during ~~2014.~~2017. 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 minimum~~our 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 our basic beliefs as set forth in our 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:

· ●	a reputation both personal and professional, consistent with our image and reputation;

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

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

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

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

· ●	an understanding of our 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.

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.

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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 other than through our proxy access nomination procedures if such recommendations are timely received and 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 ~~2016~~2019 Annual Meeting, stockholder recommendations must be received by us no earlier than January ~~8, 2016~~16, 2019 and no later than February ~~7, 2016.~~15, 2019. In addition, pursuant to our bylaws, any recommendation of a director submitted by a stockholder must include the following information:

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

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

· ●	~~the proposed nominee’s educational background;~~

·	the class and number of shares of our stock owned beneficially or of record by the proposed ~~nominee;~~nominee and his or her affiliates and additional information concerning nature of ownership and any risk mitigation arrangements;

· ●	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 nomination 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;Act;

· ●	the nominating stockholder’s (and any beneficial holder’s) name and ~~address, as they appear on our books; and~~record address;

· ●	the class and number of shares of our stock owned beneficially ~~owned~~or of record by the nominating stockholder and his, her or its affiliates, and any beneficial owner and additional information concerning nature of ownership and any risk mitigation arrangements;

●	a description of any agreements, arrangements or understandings between the ~~date~~nominating stockholder and the nominee pursuant to which the nomination is being made, and any material interest of the nominating stockholder in the nomination;

●	a representation that the nominating stockholder intends to appear in person or ~~dates of acquisition thereof.~~by proxy at the annual meeting to nominate the nominee; and

●	any other information required by Regulation 14A.

Technology Committee

The Technology Committee is responsible for assisting with the identification and implementation of new technology in our Trucking and USAT Logistics divisions, as well as overseeing our technology and cyber opportunities and risks. The Technology Committee’s responsibilities also include reviewing technology planning, strategy, trends, priorities and disaster preparedness, as well as overseeing our cybersecurity program and effective protection of our intellectual property.

The Board has adopted a written charter for the Technology Committee, which sets forth the purpose and responsibilities of the Technology Committee in greater detail. A copy of the Technology committee’s charter, as of February 28, 2018, is available at our website, http://usa-truck.com, under the “Corporate Governance” tab of the “Investor Relations” menu.

The Technology Committee met four times during 2017. The Technology Committee is comprised of Barbara J. Faulkenberry (Chairwoman), M. Susan Chambers and Thomas M. Glaser.

Executive Committee

During 2017, the Board had a standing Executive Committee comprised of our non-employee directors. The Executive Committee did not meet in 2017.

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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~~including the candidate’s integrity, business acumen, age, experience, commitment, diligence, conflicts of interest and the ability to act in the interests of all stockholders. In addition, no non-employee director nominee should serve as a director of more than four public companies, including the Company, and no director nominee who is also the CEO of the Company should serve as a director of more than one public company, excluding the Company. Please see Exhibit A to the Nominating and Corporate Governance Committee charter for additional details regarding criteria for our director nominees.

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. We 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. The Board has adopted additional guidelines for membership on the Board, ~~including (i) a retirement policy, whereby no person will be appointed or stand for election as a director after his or her~~

including:

●	Retirement Policy: no person will be appointed or stand for election as a director after his or her seventy-fifth birthday, unless waived by a majority vote of the Board.

●	Majority Vote Policy: 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 election than are voted “for” such election, excluding abstentions.

●	Change in Principal Occupation Policy: a non-employee director must 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.

●	Outside Board Membership Policy: Board members must 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.

●	Director Overboarding: No non-employee director nominee should serve as a director of more than four public companies, including the Company, and no director nominee who is also the CEO of the Company should serve as a director of more than one public company, excluding the Company.

●	Clawback Policy: In the event of a material financial restatement, with a three year look-back, or the imposition of a material financial penalty, we will require, to the fullest extent permitted by applicable law, that an employee who was subject to the reporting requirements of Section 16 of the Exchange Act forfeit or reimburse us for any incentive-based compensation (including cash- and equity-based incentive compensation) paid or granted to such employee at any time during the performance period relating to the applicable incentive-based compensation, in the sole and absolute discretion of the Board, as further provided in the Clawback Policy.

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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 stock ownership policy, whereby each director should own common 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.

●	Stock Ownership Policy: Our CEO, CFO and other named executive officers and non-employee directors are required to build certain stock ownership over time through equity grants, expressed as multiples of annual base salary or cash retainer for Board service, as applicable.

●	Anti-Hedging and Pledging Policy: Hedging transactions in our Common Stock are prohibited (including, but not limited to, short-selling, options, puts and calls, as well as derivatives such as swaps, forwards and futures), and pledging our Common Stock as collateral for loans or purchasing our Common Stock on margin is also prohibited.

●	Proxy Access: Eligible stockholders with an ownership threshold of 3% who have held their shares for at least three years and who otherwise meet the requirements set forth in our bylaws may have their nominees, consisting of the greater of 25% or two nominees to our Board, included in our proxy materials; unlimited aggregation by stockholders to reach the 3% ownership threshold; and notice of nominations must be received not less than 120 days nor more than 150 days prior to the anniversary of the date the Company mailed its proxy for the immediately preceding annual meeting of stockholders.

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, the Board terminated the stockholder rights plan effective April 11, 2014.~~

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 has adopted a Code of Business Conduct and Ethics ("(“Code of ~~Ethics"~~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 website, http://www.usa-truck.com, under the ~~"Corporate Governance"~~“Corporate Governance” tab of the ~~"Investors"~~“Investor Relations” 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 our bylaws, the Board established a separate~~The Nominating and Corporate Governance Committee ~~comprised solely of independent directors.~~ ~~The independent directors of the Nominating and Corporate Governance Committee are~~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"~~Policy”), a copy of which is available at our website, http://www.usa-truck.com, under the ~~"Corporate Governance"~~“Corporate Governance” tab of the ~~"Investors"~~“Investor Relations” menu. The Whistleblower Policy is intended to create a workplace environment that encourages open and honest communication and to hold ~~USA Truck~~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 ~~Stockholder~~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"~~“Corporate Governance” tab of the ~~"Investors"~~“Investor Relations” menu.

~~PROPOSAL~~

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

In accordance with the requirements of Section 14A of the Securities Exchange Act of 1934 (which was 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 2011 Annual Meeting, we are including in this proxy statement a separate resolution, subject to stockholder vote, to approve, in a non-binding vote, the compensation of our Named Executive Officers.

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

~~Objective~~	~~How Our Executive Compensation Program Achieves This Objective~~

~~Align compensation with our business objectives and the interests of our stockholders.~~	·	~~We incorporate cash and equity compensation components into our program to provide incentives for short-term and long-term objectives.~~
		o	~~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.~~
		o	The equity compensation component, which recently has consisted of restricted stock with 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.~~	·	~~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~~

	·	A substantial portion of the total cash compensation component is in the form of a performance-based annual incentive that, in 2014, allowed our President and Chief Executive Officer to achieve up to 125% of salary, and our other Named Executive Officers to achieve up to 100% of salary, by exceeding the performance targets. In 2015, this performance-based annual incentive will allow our Named Executive Officers, other than our President and Chief Executive Officer, to earn up to 100% of salary by exceeding the performance targets, and will allow our President and Chief Executive Officer to achieve up to 150% of salary by exceeding the performance targets.

~~Recognize and reward the achievement of corporate goals.~~	·	~~For 2014, our single performance measure was related to pretax income as the Executive Compensation Committee wanted to reinforce the importance of returning to profitability.~~

	·	In 2015, our single performance measure relates to consolidated return on invested capital, as the Executive Compensation Committee wanted to emphasize a key metric in sustaining and improving profitability.

~~Attract and retain executive officers who contribute to our long-term success.~~	·	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 engaged an independent compensation consultant to advise on our 2014 compensation structure, as described in "Executive Compensation" beginning on page 15 of this Proxy Statement.

	·	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.

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

We urge stockholders to read "Executive Compensation" beginning on page 15 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 TableOFFICERS

The names and other ~~related compensation tables and narrative, appearing on pages 24 through 28, which provide detailed information on the compensation of~~biographical data for our ~~Named Executive Officers. The Executive Compensation Committee and the Board believe that the policies and procedures articulated in "Executive Compensation" are effective in achieving our goals.~~

The Board has adopted a policy of providing for an annual "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 7, 2015."

~~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" advisory votes, the next "say-on-pay" advisory vote will be held at the 2016 Annual Meeting of Stockholders.~~

~~Executive Officers~~

~~Our~~ current executive officers (other than Mr. Reed) are ~~John M. Simone, Michael K. Borrows, Jeffrey H. Lester, Russell A. Overla, Michael R. Weindel, Jr., and Joseph M. Kaiser.~~set forth below. Biographical information for Mr. ~~Simone~~Reed is set forth under the heading ~~"Continuing~~“Continuing Directors – Class ~~I Directors"~~II Directors” above.

~~Michael K. Borrows~~

James A. Craig. Mr. ~~Borrows, 46,~~Craig, 58, has served as our Executive Vice President – Chief Commercial Officer and President – USAT Logistics since January 2017. Prior to that, he served as our President – USAT Logistics since February 2016. Previously, Mr. Craig served as Chief Marketing Officer of BNSF Logistics, LLC, a global logistics service provider, from 2012 to 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. Mr. Craig is retiring effective May 1, 2018.

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Jason R. Bates. Mr. Bates, 40, has served as our Executive Vice President and Chief Financial Officer since ~~September 30, 2014.~~May 2017. Prior to ~~joining the~~that, Mr. Bates served as Vice President of Finance, and Investor Relations Officer of Swift Transportation Company (“Swift”), a truckload transportation services provider, from December 2010 to April 2017. Mr. ~~Borrows~~Bates joined Swift in 2003, and during his tenure, served in various financial leadership roles, including responsibility for financial planning and analysis, business and data analytics, strategic reporting, business intelligence, revenue and transactional services, treasury, and investor relations. Prior to his appointment as Vice President of Finance and Investor Relations Officer, he served as Swift’s Vice President and Assistant Treasurer. Mr. Bates completed his Bachelor of Science degree in business at Brigham Young University, and obtained his master’s degree in business administration from Arizona State University.

Johannes “Werner” P. Hugo. Mr. Hugo,44, has served as Senior Vice President – Trucking Operations since May 2017. Mr. Hugo is responsible for overseeing and ~~Managing~~ensuring that we employ effective operational execution. Mr. Hugo previously served as Chief Operating Officer of 7 Hills Transport, Inc., a transportation and warehousing services provider, from October 2016 to May 2017. Prior to joining 7 Hills Transport, Mr. Hugo served in various capacities at CRST International, a transportation and logistics services provider, from December 2013 to January 2016, most recently serving as Vice President of Operations and Driver Retention. Mr. Hugo served as a consultant, Director of ~~Pollen,~~Operations, and Chief Operations Officer for Star Transport, Inc., a ~~worldwide technology-based company~~transportation services provider, from August 2012 to November 2013. In 2000, Mr. Hugo launched Rack-On Trucking, Inc., a transportation services provider that ~~optimizes working capital~~specialized in transporting manganese, chrome, and ~~does business as C2FO,~~coal from mines to harbors, where ~~he served from January 2011 through September 2014.~~ Mr. ~~Borrows~~Hugo served as ~~Senior Partner and Chief Financial Officer~~President until February 2012. Mr. Hugo earned his Bachelor of ~~FinEquity Partners, LLC, a management consulting firm to the transportation industry, among others,~~Science degree in Retail Business Management in 1996 from ~~2009 to January 2011. From 2006 to February 2009, Mr. Borrows worked at Kansas City Southern Railway Company, ultimately serving~~Cape Peninsula University of Technology in Cape Town, South Africa.

Kimberly K. Littlejohn. Ms. Littlejohn, 59, has served as ~~Senior~~ Vice President and Chief ~~Accounting~~Technology Officer (“CTO”) since May of 2017. Ms. Littlejohn is responsible for providing communications, computing and prior to his tenure at Kansas City Southern Railway Company, Mr. Borrows worked at BNSF Railway from 1996 through 2006 in a variety of leadership roles, ultimately serving as General Director Finance. Mr. Borrows has alsosecurity infrastructure that enables the Company’s internal business operations. Ms. Littlejohn previously served as director of information technology at Interstate Distributor Co. and director of Nippon Yusen Kaisha global operations application support. She has more than 30 years in the technology industry and 20 years in logistics. Ms. Littlejohn holds a ~~board member and Executive Vice President~~Bachelor of Arts from the ~~Kansas City chapter~~University of ~~Financial Executives International. Mr. Borrows is a certified public accountant.~~

~~Jeffrey H. Lester.~~ Mr. Lester, 54, has served 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 Risk Officer at Greatwide Logistics Services, LLC, a third-party logistics services provider, from January 2006 to May 2013.

~~Russell A. Overla.~~ Mr. Overla, 41, has served as Executive Vice President, Truckload Operations since he commenced his employment with us in June 2013. From 2009 to June 2013, Mr. Overla served as Vice President of Truckload Operations for LinkAmerica Corporation, a supply chain management services provider; Vice President, Operations for JBS Carriers, a truckload carrier, and NFI, a provider of supply chain solutions; and Senior Vice President, Operations for Arnold Transportation Services, a dry van freight services provider.

~~Michael R. Weindel, Jr.~~ Mr. Weindel, 46, has served as Executive Vice President, SCS 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. Previously, Mr. Weindel worked in various roles throughout the organization and has been employed by USA Truck, Inc. since 1991.

~~Joseph M. Kaiser. Mr. Kaiser, 38, has served as our~~ Vice President and Corporate Controller since July 2014. Prior to joining the Company, Mr. Kaiser served as Director of Financial Reporting and Manager of Financial Reporting of Swift Transportation Company, a truckload carrier, where he served from March 2012 through July 2014. 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 October 2010 through March 2012. Mr. Kaiser served in various audit capacities at Deloitte & Touché LLP from January 2007 to October 2010, for both public and privately held companies. Mr. Kaiser is a certified public accountant.

Washington.

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), with the exception ~~of Clifton R. Beckham, who inadvertently filed late three reports regarding~~of: (i) one ~~transaction relating~~inadvertent late report for Mr. Martin Tewari regarding the partial forfeiture of restricted stock as a result of failing to ~~a forfeiture to us~~fully meet performance criteria and surrender of shares to the issuer to satisfy ~~tax~~ withholding obligations in connection with the ~~vesting~~same award, (ii) one inadvertent late report for Mr. Bates regarding his initial statement of ~~restricted stock, (ii) eleven transactions relating to exercises~~beneficial ownership of ~~options, and~~securities, (iii) one ~~transaction relating to a forfeiture to us~~inadvertent late report for Mr. Enzor regarding the purchase of ~~restricted~~ stock, (iv) one inadvertent late report for ~~failure to achieve performance criteria; Russell A. Overla, who inadvertently filed late one report~~General Faulkenberry regarding ~~one transaction, a forfeiture to us~~the purchase of shares to satisfy tax withholding obligations in connection with the vesting of restricted stock; John M. Simone, who inadvertently filed late one report regarding one transaction, a forfeiture to us of shares to satisfy tax withholding obligations in connection with the vesting of restricted stock; and Michael R. Weindel, who inadvertently filed late three reports, each regarding one transaction, a forfeiture to us of shares to satisfy tax withholding obligations in connection with the vesting of restricted stock, and a(v) one inadvertent late report for Mr. Craig regarding the forfeiture of restricted stock ~~for failure~~as a result of failing to ~~achieve~~fully meet performance criteria.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

~~This Proxy Statement~~

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

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This section should be read in conjunction with ~~"Executive~~the sections entitled “Executive Compensation – Summary Compensation ~~Table"~~Table” (and related tabular and narrative discussions) and~~"Corporate~~ “Corporate Governance – The Board of Directors and its Committees – Committees of the Board of Directors – Executive Compensation ~~Committee" sections~~Committee” 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"~~“outside director” requirements under Section 162(m) of the ~~Internal Revenue~~ Code, oversees and administers our executive compensation policies and practices.

Key Features of Our Executive Compensation Program

We have adopted several stockholder-friendly practices with respect to our executive compensation. The following summary provides highlights of our 2017 executive compensation program:

	What We Do
☐	Direct link between pay and performance that aligns business strategies with value creation;
☐	Appropriate balance between short- and long-term compensation discourages short-term risk taking at the expense of long-term results;
☐	Double-trigger change-in-control provisions;
☐	Clawback Policy to recoup incentive-based compensation;
☐	Stock Ownership and Anti-Hedging and Anti-Pledging Policy;
☐	No tax gross-ups on equity awards;
☐	No payment of dividends on unvested awards;
☐	One year minimum vesting periods;
☐	No excessive perquisites for executives; and
☐	Independent compensation consultant retained by the Executive Compensation Committee.

Overview

Our Executive Compensation Committee is responsible for decisions regarding the compensation of our ~~executive management team,~~Named Executive Officers, 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~~table below, who are sometimes collectively referred to as the ~~"Named~~“Named Executive Officers,"” are explained in more detail below. ~~Our~~For 2017, our Named Executive Officers are John M. Simone, our President and Chief Executive Officer; Michael K. Borrows, our current Executive Vice President and Chief Financial Officer; Clifton R. Beckham, our former Executive Vice President and Chief Financial Officer, who served in that position until September 30, 2014; Jeffrey H. Lester, our Executive Vice President, Risk Management and Safety; Russell A. Overla, our Executive Vice President, Truckload Operations; and Michael R. Weindel, our Executive Vice President, SCS.were:

Named Executive Officer		Title
James D. Reed		President and Chief Executive Officer⁽¹⁾
Jason R. Bates		Executive Vice President and Chief Financial Officer⁽²⁾
James A. Craig		Executive Vice President, Chief Commercial Officer and President – USAT Logistics⁽³⁾
Johannes “Werner” P. Hugo		Senior Vice President – Trucking Operations⁽⁴⁾
Kimberly K. Littlejohn		Vice President and Chief Technology Officer⁽⁵⁾
Former Executive Officers
John R. Rogers		Former President and Chief Executive Officer⁽⁶⁾
Joseph M. Kaiser		Former Vice President, Chief Accounting Officer and Principal Financial Officer⁽⁷⁾

(1)	In January 2017, Mr. Reed assumed the role of President and Chief Executive Officer.

(2)	In May 2017, Mr. Bates assumed the role of Executive Vice President and Chief Financial Officer.

(3)	In January 2017, Mr. Craig assumed the role of Executive Vice President and Chief Commercial Officer in addition to his role as President – USAT Logistics. Mr. Craig’s retirement will be effective May 1, 2018.

(4)	In May 2017, Mr. Hugo assumed the role of Senior Vice President – Trucking Operations.

(5)	In May 2017, Ms. Littlejohn assumed the role of Vice President and Chief Technology Officer.

(6)	Mr. Rogers held this position from January 2016 to January 2017.

(7)	Mr. Kaiser served as our Vice President and Chief Accounting Officer from February 2016 to April 2017 and Principal Financial Officer from August 2016 to November 2016 and from January 2017 to April 2017.

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Philosophy and Objectives

Objective		How Achieved
Align compensation with our business objectives and the interests of our stockholders		A majority of performance-based cash and equity compensation is dependent upon achievement of corporate and individual goals Caps on cash awards are built into our plan design The equity compensation component, which recently has consisted of restricted stock with performance-based and time-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 Balance short-term and long-term goals for performance-based compensation Our clawback policy requires certain executive officers to forfeit or reimburse us for any performance-based compensation in the event of a material financial restatement or the imposition of material financial penalty
Encourage and reward high levels of performance		Balance the mix of fixed and performance-based compensation, with the performance-based compensation encouraging high levels of performance The Executive Compensation Committee determined that weighting the Company goals in 2017 to 100% for Messrs. Craig, Reed, and Bates and 80% to Mr. Hugo and Ms. Littlejohn, further incentivizes alignment with consolidated performance
Mitigate potential risk relating to short-term incentives		Balance the mix of fixed and performance-based compensation without overweighting annual cash incentives, which may encourage strategies and risks that may not correlate with our long-term best interests Mitigate potential risks through caps on cash awards, which are built into our plan design
Recognize and reward the achievement of corporate and individual goals		A majority of performance-based cash and equity compensation is dependent upon achievement of corporate and individual goals, as described below
Attract and retain executive officers who contribute to our long-term success		We, with input from our independent compensation consultant, review publicly available data regarding all elements of compensation paid by truckload companies with similar size or operations to ensure we are competitive, as described below Attract qualified candidates with cash signing incentives and encourage retention with time- and performance-based equity incentives Emphasize equity-based compensation that is linked to achievement of specified performance goals, and which is also subject to multi-year vesting requirements to promote long-term ownership

~~The objectives~~Table 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 term and the 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. While annual cash incentives play an important role in our executive compensation program, overweighting this form of compensation can encourage strategies and risks that may not correlate with our long-term best 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 the 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 ~~recognize~~reflect the continued focus of the new ~~and expanded~~ management team that is critical to the ~~continued~~ successful execution of our ~~improvement plan.~~

operating plans.

In making decisions regarding total compensation, the Executive Compensation Committee considers whether the total compensation is (i) fair and reasonable to us and to the 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 in respect of base salary, target bonus, long-term incentive grant value and total compensation. is:

●	fair and reasonable to us and to our Named Executive Officer;

●	internally appropriate based upon our culture and the compensation of our other employees;

●	within a reasonable range of the compensation afforded by other opportunities; and

●	comparable to market with respect to 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~~each of our Named 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~~may enhance 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 Named Executive Officers and, with respect to Named Executive Officers other than the CEO, we consider the recommendations of the CEO. In determining compensation, ~~for 2014 and 2015,~~ the Executive Compensation Committee also ~~considered~~considers the advice of ~~its~~the independent compensation consultant it engaged in 2013, Compensation Strategies, Inc. ("CSI"). We generally do not rely on rigid formulas (other than performance measures under our annual cash and equity bonus program) or short-term changes in business performance when setting compensation.CSI. 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 or other equity-based awards, when making decisions regarding current compensation.

The Executive Compensation Committee has the authority under its charter to engage the services of outside consultants for assistance. 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 CSI as its independent compensation consultant. In addition to the considerations discussed above, the Executive Compensation Committee also considers the advice and recommendations of CSI, which has provided analysis and recommendations that inform the Executive Compensation Committee’s decisions, ~~with respect to 2014 and 2015,~~ including the following services with respect to ~~2014 and 2015~~ compensation ~~decisions:~~

decisions since CSI’s engagement:

· ●	~~Attendance~~ attendance at meetings of the Executive Compensation Committee, as requested by the Executive Compensation Committee;
·	~~Advice~~
●	advice on market trends, regulatory issues and developments and how they may impact our executive and director compensation programs;
·	~~Review~~
●	review of compensation strategy and executive and director compensation programs for alignment with our strategic business objectives;
·	~~Advice~~
●	advice on the design of executive and director compensation programs to ensure the linkage between pay and performance;
·	~~Market~~
●	market data analyses;
·	~~Advice~~
●	advice to the Executive Compensation Committee and the Board on setting compensation for executive officers and directors; and
·	~~Advice on the design of the 2014 Omnibus Incentive Plan; and~~
· ●	~~Such~~ such other activities as requested by the Executive Compensation Committee.

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Benchmarking Compensation

In ~~2014,~~2017, the Executive Compensation Committee did not adopt a peer group or formally benchmark salary or total executive compensation against the executive compensation of any other particular company or competitive group of companies. ~~Upon engaging CSI~~Since its engagement in 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 and truckload industry pay levels.

Elements

Our compensation program consists of two major elements, fixed and ~~incentive~~performance-based compensation. In ~~2014,~~2017, total compensation for executive officers, including ~~the~~our Named Executive Officers, consisted of one or more of the following components: (i) base salary, (ii) performance-based annual cash and/or equity bonus, (iii) long-term equity incentive awards (which, in recent years, have been in the form of restricted stock grants that were performance-based and/or time-based as to vesting), (iv) other compensation, including payments under our Retention Bonus Plan (as defined below), and (v) employee benefits, which are generally available to all of our team members.

●	base salary;

●	performance-based annual cash bonus;

●	equity incentive awards;

●	other compensation; and

●	employee benefits, which are generally available to all of our team members.

A discussion of each element follows.

Base Salary

We ~~pay~~set 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. to:

●	reward executives for ongoing performance;

●	attract, motivate, and retain highly qualified executives; and

●	provide our executive officers with stability that 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 us, 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’s total compensation in the form of ~~incentive~~performance-based compensation, including annual cash ~~and equity~~ bonuses and short- and long-term equity incentives. We believe this mix of compensation helps us incentivize our executives to ~~maximize~~build 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 formal benchmarking to similarly situated executives of other comparable companies.

~~Incentive~~

Performance-Based Compensation

~~At our 2014 Annual Meeting, our stockholders approved our USA Truck, Inc. 2014 Omnibus Incentive Plan (the "Incentive Plan").~~

Our Incentive Plan is a broad-based plan under which we grant cash and equity ~~plan that we~~performance-based compensation. We use performance-based compensation 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 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 to link compensation to performance over a periodthings:

●	provide annual incentives to executive officers in a manner designed to reinforce our performance goals;

●	attract, motivate and retain qualified executive officers by providing them with long-term incentives; and

●	align our executive officers’ and our stockholders’ long-term interests by creating a strong, direct link between executive compensation and stockholder return.

Table 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 vesting schedules. Awards with multi-year vesting schedules, such as restricted stock grants, provide balance to the other elements of our compensation program that otherwise link compensation to annual performance. Awards with multi-year vesting schedules create incentive for 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.Contents

Awards under the Incentive Plan may be paid in cash, shares of our ~~common stock,~~Common Stock, a combination of cash and shares of our ~~common stock,~~Common Stock, or in any other permissible form, as determined by our Executive Compensation Committee. All equity 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~~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~~Common Stock, provisions regarding the forfeiture of such shares under

certain ~~circumstances.~~circumstances, stock ownership and holding requirements, clawback provisions, and anti-hedging and anti-pledging provisions. The Incentive Plan authorizes the grant of stock options, stock appreciation rights, stock awards, restricted stock ~~unit awards,~~units, performance units, performance awards, and any other form of award established by the Executive Compensation Committee that is consistent with the Incentive Plan’s purpose, or any combination of the foregoing.

Performance-Based Annual Cash Bonus

We use performance-based annual cash bonuses to, among other things:

●	reward our executive officers for high levels of achievement;

●	incentivize our executive officers to increase stockholder value; and

●	emphasize our short-term corporate and, for certain participants, individual goals.

In March 2017, pursuant to the Incentive Plan, the Executive Compensation Committee approved a management bonus plan for our senior management, including Messrs. Reed, Craig, and Kaiser, with a performance period of January 1, 2017 through December 31, 2017 (the “March 2017 Management Bonus Plan”). In May 2017, pursuant to the Incentive Plan, the Executive Compensation Committee approved a management bonus plan for newly hired senior management, including Messrs. Bates and Hugo and Ms. Littlejohn, with a performance period of April 1, 2017 to December 31, 2017 (the “May 2017 Management Bonus Plan” and together with the March 2017 Management Bonus Plan, the “2017 Management Cash Bonus Plans”). The 2017 Management Bonus Plans were administered by the Executive Compensation Committee, which made all decisions regarding participants in and awards under the 2017 Management Bonus Plans. Under the 2017 Management Bonus Plans, and consistent with the objectives of the Incentive Plan, the participants in the 2017 Management Bonus Plans (including certain of our Named Executive Officers) were eligible to receive incremental cash bonuses upon achievement of certain levels of adjusted EBITDAR and adjusted free cash flow (collectively, the “2017 Company Goals”) and, for certain participants (including certain of our Named Executive Officers), certain individual goals. The Executive Compensation Committee selected the 2017 Company Goals to incentivize earnings improvement and free cash flow growth. Any cash incentives payable would be prorated for results falling between the minimum and target and between the target and maximum payment goals. For further details regarding bonuses awarded to our Named Executive Officers under the 2017 Management Bonus Plans, see “Executive Compensation – Compensation Discussion and Analysis – Compensation Paid to Our Named Executive Officers – 2017 Management Bonus Plans.”

Equity Compensation

We use equity compensation to, among other things:

●	reward our executive officers for achievement of our short-term and long-term corporate goals through performance-based equity awards;

●	incentivize building stockholder value over the long-term through performance-based equity awards; and

●	encourage retention with time-vested equity awards.

The Incentive Plan allows the Executive Compensation Committee to 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 incentives for 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. The Incentive Plan prohibits awards from vesting in less than twelve months. Thus, we believe equity-based awards under our Incentive Plan are an effective means of aligning the interests of our executive officers with those of our stockholders.

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In determining our long-term ~~incentive~~performance-based compensation, the Executive Compensation Committee evaluates which equity award vehicles achieve the ~~best~~desired balance between providing appropriate long-term ~~incentive~~performance-based compensation and creating long-term stockholder value. The Executive Compensation Committee considers several factors when determining long-term incentive awards to be granted to our executive officers, including (i) for executive officers other than our CEO, the recommendations of our CEO, (ii) the recommendations of CSI, our independent compensation consultant, (iii) how the achievement of certain performance goals will help us execute our improvement plan, improve our financial and operating performance and add long-term value to our stockholders, (iv) 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, (v) the impact of awards on executive retention, and (vi) awards granted to similarly situated executives. including:

●	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;

●	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;

●	the recommendations of CSI, our independent compensation consultant;

●	the impact of awards on executive retention;

●	awards granted to similarly situated executives; and

●	for executive officers other than our CEO, the recommendations of our CEO.

Please refer to ~~"Executive~~“Executive Compensation – Summary Compensation ~~Table"~~Table” and ~~"Executive~~“Executive Compensation – Grants of Plan-Based ~~Awards"~~Awards Table” for further details regarding long-term incentives awarded to our Named Executive Officers.

~~Annual Cash Bonus~~

In ~~February 2014,~~March 2017, pursuant to the Incentive Plan, the Executive Compensation Committee approved a ~~Management Bonus Plan (the "2014 Plan"), consisting of cash and~~short-term equity incentive ~~awards,~~plan for our senior management, including ~~our Named Executive Officers. The 2014~~Messrs. Reed, Craig, and Kaiser, with a performance period of January 1, 2017 through December 31, 2017 (the “March 2017 STIP”). In May 2017, pursuant to the Incentive Plan, ~~was administered by~~ the Executive Compensation Committee ~~which made all decisions regarding 2014 Plan participants~~approved a short-term equity incentive plan for newly hired senior management, including Messrs. Bates and ~~awards. Under the 2014 Plan,~~Hugo and ~~consistent~~Ms. Littlejohn, with a performance period of April 1, 2017 to December 31, 2017 (the “May 2017 STIP” and together with the ~~objectives~~March 2017 STIP, the “2017 STIPs”). Awards under the 2017 STIPs had a time-based portion representing 20% of each grant (the “2017 STIP Time-Based Shares”) and a performance-based portion representing 80% of each grant (the “2017 STIP Performance-Based Shares”). The 2017 STIP Performance-Based Shares could be earned by achieving certain leverage ratio, adjusted EBITDAR, and adjusted operating ratio goals (collectively, the “2017 STIP Goals”). The STIP Performance-Based Shares earned for 2017 performance and the 2017 STIP Time-Based Shares would vest as follows: (i) one-fourth on the later of (a) the date the Executive Compensation Committee certified 2017 performance results (the “2017 STIP Determination Date”) or (b) the first anniversary of the ~~Incentive Plan, 2014 Plan participants (including our Named Executive Officers) were eligible to receive incremental cash bonuses upon achievement~~grant date and (ii) one-fourth on each of ~~certain levels of 2014 pretax income.~~January 31, 2019, January 31, 2020, and January 31, 2021. The Executive Compensation Committee ~~selected pretax income as~~reviewed the 2017 STIP Goals and our ~~single performance metric to reinforce~~2017 year-end results and, based upon such review, determined that none of the ~~importance of returning to profitability. Each applicable level of 2014 pretax income corresponded to a percentage bonus opportunity for~~2017 STIP Goals had been achieved at or above minimum. Accordingly, the ~~employee that is multiplied by~~2017 STIP Performance-Based Shares were forfeited. For further details regarding the employee’s base salary to determine the employee’s bonus. Pursuant to the 2014 Plan, our Named Executive Officers were eligible to receive cash bonuses as follows: (i) Mr. Simone was eligible to receive between 25.0% and 125.0% of his base salary depending on the level of 2014 pretax income achieved, if any and (ii) Messrs. Borrows, Lester, Overla, and Weindel were eligible to receive between 20.0% and 100.0% of his respective base salary depending on the level of 2014 pretax income achieved, if any, with Mr. Borrows’s bonus prorated for the partial year. The cash bonuses awarded in 2014 to our Named Executive Officers are disclosed in "Executive Compensation – Summary Compensation Table." The incremental levels of achievement of 2014 pretax income levels and the related potential bonus percentages associated with such achievement levels are summarized below under "Executive2017 STIPs, see “Executive Compensation – Compensation Discussion and Analysis – Compensation Paid to Our Named Executive ~~Officers."~~

~~Equity Compensation~~

~~2014~~Officers – 2017 STIPs.”

In May 2017, pursuant to the Incentive Plan, ~~participants also were eligible to receive incremental equity bonuses in the form of restricted stock (or, in the discretion of~~ the Executive Compensation Committee ~~nonqualified stock options)~~approved a long-term equity and cash incentive plan for senior management, including Messrs. Reed, Bates, Craig, and Hugo (the “2017 LTIP”). Awards under 2017 LTIP are subject to vesting upon achievement of certain levels of ~~2014 pretax income. Each applicable level~~ROIC over the performance period of ~~2014 pretax income corresponded~~April 1, 2017 to ~~a percentage bonus opportunity for~~December 31, 2019 and are 70% in the ~~employee. The percentage was multiplied by~~form of equity and 30% in the ~~employee’s base salary and that amount was divided by the closing price~~form of our common stock on January 22, 2015, the date on which the Executive Compensation Committee determined that the pretax income targets had been achieved. Pursuant to the 2014 Plan, Messrs. Simone, Lester, Overla, and Weindel were eligible to receive between 10.0% and 30.0% of his respective base salary depending on the level of 2014 pretax income achieved, if any. The shares vest in four equal installments, beginning on January 22, 2016, and through and including January 22, 2019, conditioned on continued employment and certain other forfeiture provisions.cash. The equity bonuses awarded in ~~2014~~2017 to our Named Executive Officers are disclosed in "Executive Compensation – Summary Compensation Table." The incremental levels of achievement of 2014 pretax income levels and the related potential bonus percentages associated with such achievement levels are summarized below under "Executive“Executive Compensation – Compensation Discussion and Analysis – Compensation Paid to Our Named Executive ~~Officers."~~Officers – 2017 LTIP.”

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Mix of Fixed and Performance-Based Compensation

The following chart shows target, realizable, and realized compensation for Mr. Reed for 2017 and depicts how our compensation design aligns pay with corporate performance.

The following chart shows target, realizable, and realized compensation for Messrs. Bates, Craig, and Hugo and Ms. Littlejohn for 2017 and depicts how our compensation design aligns pay with corporate performance.

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Target, realizable and realized compensation in each chart above includes salary, bonus and all other compensation as disclosed under the same headings in the Summary Compensation Table. Target compensation also includes:

●	the value of performance-based stock awards granted during 2017 at target (using the closing price on the grant date);

●	the value of time-based stock awards granted during 2017 (using the closing price on the grant date); and

●	performance-based cash incentive awards at target.

Realizable compensation also includes:

●	for performance-based stock awards granted during 2017 with a performance period ending during 2017, including the performance-based portion of the 2017 STIP, the value of such stock awards less shares forfeited due to failure to meet performance criteria for 2017 (using the closing price on December 29, 2017, the last trading day of the fiscal year);

●	for performance-based stock awards granted during 2017 with a performance period ending after 2017, including the 2017 LTIP, the value of such stock awards at target (using the closing price on December 29, 2017, the last trading day of the fiscal year);

●	the value of time-based stock awards granted during 2017 (using the closing price on December 29, 2017, the last trading day of the fiscal year); and

●	performance-based cash incentive awards earned under the 2017 Management Bonus Plan.

Realized compensation also includes:

●	the value of performance-based stock awards vesting during 2017 (using the closing price on the vesting date);

●	the value of time-based stock awards vesting during 2017 (using the closing price on the vesting date); and

●	performance-based cash incentive awards earned under the 2017 Management Bonus Plan.

Other Elements of Compensation

~~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. Following recommendations from CSI, in October 2013, the Executive

~~Compensation Committee approved a~~ ~~retention~~ ~~bonus plan (the~~ ~~"Retention~~ Bonus Plan") for certain of our officers, including our Named Executive Officers. The Executive Compensation Committee determined that it was appropriate to adopt the Retention Bonus Plan as a means of maintaining the focus of our new and expanded management team that is critical to the successful execution of our turnaround plan. In connection with its adoption of the Retention Bonus Plan, the Executive Compensation Committee consulted with management and independent financial and legal advisors, and CSI reviewed and evaluated the terms of the Retention Bonus Plan in accordance with its engagement.

In April 2014, each participant in the Retention Bonus Plan who was employed on October 30, 2013, received a percentage of his or her annualized base salary, determined as of the date of adoption of the Retention Bonus Plan. The amounts paid to our Named Executive Officers are disclosed in "Executive Compensation – Summary Compensation Table" and "Executive Compensation – Compensation Discussion and Analysis – Compensation Paid to our Named Executive Officers."

~~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 of our officers, including our Named Executive Officers. The Executive Compensation Committee determined that it was appropriate to adopt the Management Severance Plan as a means of maintaining the focus of our new and expanded management team that is critical to the successful execution of our turnaround plan, and mitigating any uncertainty regarding future employment resulting from hostile takeover activity. In connection with its adoption of the Management Severance Plan, the Executive Compensation Committee consulted with management and independent financial and legal advisors, and CSI reviewed and evaluated the terms of the Management Severance Plan in accordance with its engagement.

The Management Severance Plan provides that the plan participants enter into substantially identical Change in Control/Severance Agreements (each, a "Severance Agreement") and are entitled to certain severance benefits thereunder if (i) following adoption of the Management Severance Plan, we terminate a participant’s employment without "cause" (as defined in the Severance Agreement) other than in connection with or following a "change in control" (as defined in the Severance Agreement) (the "Severance Benefit") or (ii) in the event of and for the twelve-month period following a "change in control," we or our successor terminate a participant’s employment without "cause" or the participant is subject to a "constructive termination" (as defined in the Severance Agreement) (the "Change-in-Control Benefit"). The Management Severance Plan provides that the Severance Benefit and the Change-in-Control Benefit are mutually exclusive and a plan participant would not be entitled to both benefits.

With respect to the Severance Benefit, plan participants will be entitled to receive a monthly severance payment equal to the participant’s base monthly salary at the time of termination without "cause" for a fixed period of time ranging from six months to twelve months. Eligibility for the payment of the Severance Benefit is subject to execution by the recipient of a general release of claims against us. The aggregate payments of Severance Benefits to which our Named Executive Officers would be entitled, assuming each officer’s termination occurred as of December 31, 2014, are as follows: Mr. Simone – $460,000; Mr. Borrows – $225,000; Mr. Lester – $260,000; Mr. Overla – $225,000; and Mr. Weindel – $215,000.

With respect to the Change-in-Control Benefit, each participant, with the exception of Mr. Simone, would be entitled to receive a lump sum severance payment equal to a percentage of his annual base salary at the time of the "change in control" (ranging from 50% to 150%) and up to 18 months of continued coverage under our healthcare insurance plans. Certain participants also would be entitled to payment for relocation services. Mr. Simone would be entitled to a lump sum payment equal to 250% of his base salary plus his target performance bonus, 24 months of continued medical coverage, and $50,000 for relocation services. Mr. Overla would be entitled to a lump sum payment equal to 150% of his base salary, 18 months of continued medical coverage, and $50,000 for relocation services. Each of Messrs. Borrows, Lester, and Weindel would be entitled to a lump sum payment equal to 100% of his base salary and 12 months of continued medical coverage. In addition, each of Messrs. Borrows and Overla would be entitled to $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. Simone and our Named Executive Officers would be entitled, assuming each officer’s termination in the event of a "change in control" on December 31, 2014, are as follows: Mr. Simone – $2,012,500; Mr. Borrows – $275,000; Mr. Lester – $260,000; Mr. Overla – $387,500; and Mr. Weindel – $215,000.

The Management Severance Plan does 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, 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.

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 a change of 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 Incentive Plan and award notices, a change in control occurs if: (i) any person or group acquires more than 50% of the combined voting power of our 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 voting power of the surviving entity or purchaser of our assets or where a majority of the directors who were in office prior to the transaction remain as a majority of the board of directors of the surviving entity; or (iii) within any 24 month period, the individuals who were directors immediately before the beginning of such period no longer constitute at least a majority of the Board or the board of 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, 2014, under the acceleration scenarios described above are as follows: Mr. Simone – $2,511,497; Mr. Borrows – ~~$75,033; Mr. Lester~~ – ~~$90,482; Mr. Overla~~ – $74,862; and Mr. Weindel – $340,516. The value for the accelerated restricted stock was calculated by multiplying the closing price of our stock on December 31, 2014 ($28.40), 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, ~~2014.~~

2017.

Pension Benefits

We do not offer, and our Named Executive Officers did not participate in, any pension plan during the year ended December 31, ~~2014.~~2017.

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~~Compensation Paid to our Named Executive Officers~~

Compensation Paid to Our ~~President and Chief~~Named Executive ~~Officer~~

~~Mr. Simone was appointed our~~ Officers

President and Chief Executive Officer ~~in February 2013. Along with our management team,~~ Compensation Structure

Mr. ~~Simone is responsible for managing the performance of our service offerings and the execution of our improvement plan.~~

~~Pursuant to the employment agreement~~ Reed

Mr. Simone entered into with us in connection with his appointment as President and Chief Executive Officer, Mr. Simone’s base salary was set at $460,000 for 2013, prorated to reflect Mr. Simone’s partial year of employment with us in 2013. Mr. Simone’s base salary remained at $460,000 in 2014.

As a participant in the 2014 Plan, Mr. Simone was eligible to receive an incremental cash bonus upon the achievement of certain levels of 2014 pretax income. The Executive Compensation Committee set performance targets ranging from pretax income of $7,525,000 (whereupon Mr. Simone would receive a cash bonus equal to 25% of his annual base salary), to a target of $10,750,000 of pretax income (whereupon Mr. Simone would receive a cash bonus equal to 75% of his annual base salary), to a maximum of $13,975,000 of pretax income (whereupon Mr. Simone would receive a cash bonus equal to 125% of his annual base salary). The Executive Compensation Committee reviewed the 2014 pretax income targets and our 2014 year-end results and, based upon such review and after adjustment for extraordinary and non-recurring items, determined that the 2014 pretax income targets were achieved at the 125% level. Accordingly, Mr. Simone earned 125% of his base salary as a cash bonus.

In addition, under the 2014 Plan, Mr. Simone was eligible to receive an incremental equity bonus in the form of restricted stock based on the achievement of certain levels of 2014 pretax income. The Executive Compensation Committee set performance targets ranging from pretax income of $7,525,000 or pretax income (whereupon Mr. Simone would receive an equity bonus equal to 10.0% of his base salary), to a target of $10,750,000 of pretax income (whereupon Mr. Simone would receive an equity bonus equal to 20.0% of his base salary), to a maximum of $13,975,000 of pretax income (whereupon Mr. Simone would receive an equity bonus equal to 30.0% of his base salary). The Executive Compensation Committee reviewed the 2014 pretax income targets and our 2014 year-end results and, based upon such review and after adjustment for extraordinary and non-recurring items, determined that the 2014 pretax income targets were achieved at the 30% level. Accordingly, Mr. Simone earned 30% of his base salary as an equity bonus, in the form of 4,661 shares of restricted stock. The number of shares of restricted stock was determined by multiplying 30% by Mr. Simone’s base salary, and dividing that amount by the closing price of our common stock on January 22, 2015, the date on which the Executive Compensation Committee determined the pretax income targets had been achieved. The shares vest in four equal installments, beginning on January 22, 2016, and through and including January 22, 2019, conditioned on continued employment and certain other forfeiture provisions.

In connection with the Retention Bonus Plan described above, we paid Mr. Simone $215,000 in April 2014. We also provide Mr. Simone with medical and dental insurance. We also paid premium payments in the amount of $1,000 on a life insurance policy for Mr. Simone, under which we are not the beneficiary.

~~Compensation Paid to Our Other Named Executive Officers~~

For all Named Executive Officers, other than our President and CEO, the form and amount of compensation was recommended by our independent compensation consultant, CSI, and our President and CEO. For 2014, the form of compensation paid to our Named Executive Officers was generally consistent with past years, with compensation consisting primarily of base salary and cash and equity bonuses based on the achievement of certain levels of 2014 pretax income. For each of the Named Executive Officers, the Executive Compensation Committee considered, among other things, the advice and recommendations of CSI, the duties and responsibilities of each Named Executive Officer, and each Named Executive Officer’s role in the execution of our improvement plan.

In 2014, the base salaries for Messrs. Borrows, Lester, Overla, and Weindel were $225,000, $260,000, $225,000 and $215,000, respectively. Mr. Borrows’s base salary was prorated for the partial year.

As a participant in the 2014 Plan, Messrs. Borrows, Lester, Overla, and Weindel were eligible to receive an incremental cash bonus upon the achievement of certain levels of 2014 pretax income. The Executive Compensation Committee set performance targets ranging from pretax income of $7,525,000 (whereupon each of Messrs. Borrows, Lester, Overla, and Weindel would receive a cash bonus equal to 20% of his respective annual base salary), to a target of $10,750,000 of pretax income (whereupon each of Messrs. Borrows, Lester, Overla, and Weindel would receive a cash bonus equal to 60% of his respective annual base salary), to a maximum of $13,975,000 of pretax income (whereupon each of Messrs. Borrows, Lester, Overla, and Weindel would receive a cash bonus equal to 100% of his respective annual base salary). The Executive Compensation Committee reviewed the 2014 pretax income targets and our 2014 year-end results and, based upon such review and after adjustment for extraordinary and non-recurring items, determined that the 2014 pretax income targets were achieved at the 100% level. Accordingly, each of Messrs. Borrows, Lester, Overla, and Weindel earned 100% of his respective base salary as a cash bonus. Mr. Borrows’s bonus was prorated for the partial year.

In addition, under the 2014 Plan, Messrs. Overla, Lester, and Weindel were eligible to receive an incremental equity bonus in the form of restricted stock based on the achievement of certain levels of 2014 pretax income. The Executive Compensation Committee set performance targets ranging from $7,525,000 or pretax income (whereupon each of Messrs. Lester, Overla, and Weindel would receive an equity bonus equal to 10% of his respective base salary), to a target of $10,750,000 of pretax income (whereupon each of Messrs. Lester, Overla, and Weindel would receive an equity bonus equal to 20% of his respective base salary), to a maximum of $13,975,000 of pretax income (whereupon each of Messrs. Lester, Overla, and Weindel would receive an equity bonus equal to 30% of his respective base salary). The Executive Compensation Committee reviewed the 2014 pretax income targets and our 2014 year-end results and, based upon such review and after adjustment for extraordinary and non-recurring items, determined that the 2014 pretax income targets were achieved at the 30% level. Accordingly, each of Messrs. Lester, Overla, and Weindel earned 30% of his respective base salary as an equity bonus, in the form of 2,634, 2,280 and 2,178 shares of restricted stock, respectively. The number of shares of restricted stock was determined by multiplying 30% by each of Messrs. Lester’s, Overla’s, and Weindel’s respective base salary, and dividing that amount by the closing price of our common stock on January 22, 2015, the date on which the Executive

Compensation Committee determined the pretax income targets had been achieved. The shares vest in four equal installments, beginning on January 22, 2016, and through and including January 22, 2019, conditioned on continued employment and certain other forfeiture provisions. Mr. Borrows did not participate in the equity component of the 2014 Plan. In connection with his appointment as Executive Vice President and Chief Financial Officer, Mr. Borrows was granted restricted stock equal to 20% of his base salary, or 2,642 shares of restricted stock. The number of shares of restricted stock was determined by multiplying 20% by Mr. Borrows’s base salary, and dividing that amount by the closing price of our common stock on September 23, 2014, the date on which Mr. Borrows was appointed. The shares vest in four equal installments, beginning September 23, 2015, and through and including September 23, 2018, conditioned on continued employment and certain other forfeiture provisions.

In connection with the Retention Bonus Plan described above, in April 2014 we paid $64,998, $56,250, and $53,751 to each of Messrs. Lester, Overla, and Weindel, respectively. This represented 25% of each of Messrs. Lester’s, Overla’s, and Mr. Weindel’s base salary. We also provide Messrs. Borrows, Lester, Overla, and Weindel with medical and dental insurance. We also paid premium payments in the amount of $1,000 each 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 2014, Mr. Beckham, who~~Reed served as our Executive Vice President and Chief Financial Officer ~~through September 30, 2014, received~~from November 2016 until January 2017. On January 29, 2017, Mr. Reed was appointed as our President and Chief Executive Officer. In connection with his appointment as our President and Chief Executive Officer, the Executive Compensation Committee approved an increase in his annualized base salary from $300,000 to $400,000. Mr. Reed was also eligible for the following compensation:

●	participation in the March 2017 Management Bonus Plan, a more detailed description of which is provided below under the heading “2017 Management Bonus Plans”;

●	participation in the March 2017 STIP, a more detailed description of which is provided below under the heading “2017 STIPs”;

●	participation in the 2017 LTIP, a more detailed description of which is provided below under the heading “2017 LTIP”; and

●	relocation expenses of $38,747, related to Mr. Reed’s relocation in 2016, but paid by the Company in 2017, including customary realtor commission upon the purchase Mr. Reed’s home (which includes $13,271 in tax gross-ups).

Compensation of ~~$300,000.~~ Our Other Named Executive Officers

Mr. ~~Beckham received this salary through September 30, 2014.~~ Bates

In ~~addition, in~~ connection with his appointment as our Executive Vice President and Chief Financial Officer on May 1, 2017 (the “Bates Start Date”), the Executive Compensation Committee approved 2017 compensation for Mr. Bates as follows:

●	annualized base salary of $300,000;

●	a cash signing bonus of $250,000, half of which was paid upon residency in the Fort Smith/Van Buren, Arkansas area, and half of which was paid on October 31, 2017 (the bonus is subject to prorated recoupment if Mr. Bates is terminated by the Company for cause or voluntarily terminates his employment before the second anniversary of the Bates Start Date);

●	a bonus of $100,000, payable either in equity or cash, as determined by the Company, in each case subject to continuous employment with the Company as of each vesting date, calculated as follows:

	○	if payable in cash, the bonus will be paid in two equal annual installments on the first and second anniversaries of the Bates Start Date, based on the appreciated value of the Company’s Common Stock between the commencement date of employment and the payment date; and
	○	if payable in equity, the bonus will be granted as restricted stock and will vest in two equal annual installments on the first and second anniversaries of the Bates Start Date;

●	participation in the May 2017 Management Bonus Plan, a more detailed description of which is provided below under the heading “2017 Management Bonus Plans”;

●	participation in the May 2017 STIP, a more detailed description of which is provided below under the heading “2017 STIPs”;

●	participation in the 2017 LTIP, a more detailed description of which is provided below under the heading “2017 LTIP”;

●	relocation expenses of $265,871, including customary realtor commission upon both the purchase and sale of Mr. Bates’ homes (which includes $89,962 in tax gross-ups); and

●	reimbursement of COBRA continuation payments for the transition period from coverage under his former employer’s medical plans and joining our medical plans (which totaled $5,613).

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Mr. Craig

Mr. Craig has served as our President – USAT Logistics since February 2016. On January 29, 2017, Mr. Craig was appointed as our Executive Vice President and Chief Commercial Officer, in addition to his role as our President – USAT Logistics. In connection with his appointment as our Executive Vice President and Chief Commercial Officer, the Executive Compensation Committee approved the following:

●	an increase in his annualized base salary from $300,000 to $350,000; and

●	a retention bonus equal to $150,000, payable as follows:

	○	$50,000 in cash;
	○	a grant of restricted shares equal to $50,000, or 5,488 shares, vesting on July 30, 2018, subject to continued employment and certain other forfeiture and acceleration provisions (the “Craig Time-Vested Shares”); and
	○	a grant of restricted shares equal to $50,000, or 5,488 shares, with vesting following June 2018 conditioned on the USAT Logistics’ annualized monthly revenue being equal to or greater than $200 million on or before June 2018, subject to continued employment and certain other forfeiture and acceleration provisions (the “Craig Performance-Based Shares”).

Mr. Craig was also eligible for the following compensation:

●	participation in the March 2017 Management Bonus Plan, a more detailed description of which is provided below under the heading “2017 Management Bonus Plans”;

●	participation in the March 2017 STIP, a more detailed description of which is provided below under the heading “2017 STIPs”; and

●	participation in the 2017 LTIP, a more detailed description of which is provided below under the heading “2017 LTIP.”

Mr. Craig’s retirement will be effective May 1, 2018. In connection with his retirement, the Company entered into a separation agreement with Mr. Craig. See “—Separation Agreements” for details regarding Mr. Craig’s separation agreement.

Mr. Hugo

In connection with his appointment as our Senior Vice President, Trucking Operations effective May 22, 2017 (the “Hugo Start Date”), the Executive Compensation Committee approved 2017 compensation for Mr. Hugo as follows:

●	annualized base salary of $250,000;

●	a cash signing bonus of $125,000, half of which was paid upon residency in the Fort Smith/Van Buren, Arkansas area, and half of which was paid on October 31, 2017 (the bonus is subject to prorated recoupment if Mr. Hugo is terminated by the Company for cause or voluntarily terminates his employment before the second anniversary of the Hugo Start Date);

●	participation in the May 2017 Management Bonus Plan, a more detailed description of which is provided below under the heading “2017 Management Bonus Plans”;

●	participation in the May 2017 STIP, a more detailed description of which is provided below under the heading “2017 STIPs”;

●	participation in the 2017 LTIP, a more detailed description of which is provided below under the heading “2017 LTIP”;

●	relocation expenses of $94,129, including customary realtor commission upon both the purchase and sale of Mr. Hugo’s homes (which includes $32,633 in tax gross-ups); and

●	reimbursement of COBRA continuation payments for the transition period from coverage under his former employer’s medical plans and joining our medical plans (which totaled $4,376).

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Ms. Littlejohn

In connection with her appointment as our Vice President and Chief Technology Officer effective May 22, 2017 (the “Littlejohn Start Date”), the Executive Compensation Committee approved 2017 compensation for Ms. Littlejohn as follows:

●	annualized base salary of $225,000;

●	a cash signing bonus of $120,000, $95,000 of which was paid upon residency in the Fort Smith/Van Buren, Arkansas area, and $25,000 of which was paid on the Littlejohn Start Date (the bonus is subject to prorated recoupment if Ms. Littlejohn is terminated by the Company for any reason or voluntarily terminates her employment before the second anniversary of the Littlejohn Start Date);

●	participation in the May 2017 Management Bonus Plan, a more detailed description of which is provided below under the heading “2017 Management Bonus Plans”;

●	participation in the May 2017 STIP, a more detailed description of which is provided below under the heading “2017 STIPs”;

●	relocation expenses of $183,372, including customary realtor commission upon both the purchase and sale of Ms. Littlejohn’s homes (which includes $66, 472 in tax gross-ups); and

●	reimbursement of COBRA continuation payments for the transition period from coverage under her former employer’s medical plans and joining our medical plans (which totaled $3,444).

Mr. Rogers

Prior to his resignation effective January 28, 2017, as our President and CEO Mr. Rogers’ annualized base salary was $425,000. See “– Separation Agreements” for details regarding the severance benefits Mr. Rogers received upon his resignation.

Mr. Kaiser

Prior to his resignation effective April 8, 2017, as our Vice President and Chief Accounting Officer and Principal Financial Officer, Mr. Kaiser was eligible for the following compensation:

●	annualized base salary of $220,500;

●	in addition to his annualized base salary, Mr. Kaiser received $8,000 per month for each month he served as our PFO (which he did until his resignation);

●	participation in the March 2017 Management Bonus Plan, a more detailed description of which is provided below under the heading “2017 Management Bonus Plans”; and

●	participation in the March 2017 STIP, a more detailed description of which is provided below under the heading “2017 STIPs.”

Mr. Kaiser did not receive any severance benefits upon his resignation. Mr. Kaiser forfeited all unvested equity awards upon his resignation.

2017 Management Bonus Plans

Under the March 2017 Management Bonus Plan, Messrs. Reed, Craig, and Kaiser were eligible to receive incremental cash bonuses upon achievement of certain levels of the 2017 Company Goals, with a performance period from January 1, 2017 to December 31, 2017:

2017 Company Goals
Metrics	Minimum		Target		Maximum
Adjusted Free Cash Flow (000’s) ⁽¹⁾	$	36,787	$	45,984	$	55,181
Adjusted EBITDAR (000’s) ⁽²⁾	$	43,684	$	54,605	$	65,525

(1)

Operating cash flow minus capital plus proceeds.

(2)

Earnings before interest, taxes, depreciation, amortization, and rent.

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Under the May 2017 Management Bonus Plan, Messrs. Bates and Hugo and Ms. Littlejohn were eligible to receive incremental cash bonuses upon achievement of certain levels of the 2017 Company Goals with a performance period from April 1, 2017 to December 31, 2017:

2017 Company Goals
Metrics	Minimum		Target		Maximum
Adjusted Free Cash Flow (000’s) ⁽¹⁾	$	27,858	$	34,823	$	43,529
Adjusted EBITDAR (000’s) ⁽²⁾	$	33,930	$	42,412	$	50,895

(1)

Operating cash flow minus capital plus proceeds.

(2)

Earnings before interest, taxes, depreciation, amortization, and rent.

The total cash bonus achievable (represented as a percentage of base salary) for our Named Executive Officers is set forth in the table below, 100% of the bonus opportunity is based on achievement of the 2017 Company Goals, except for Ms. Littlejohn and Mr. Kaiser for whom the bonus opportunity was 80% based on achievement of the 2017 Company Goals and 20% based on the achievement of individual goals.

	Potential Cash Payments (as a % of Base Salary)
	2017 Company Goals									Individual Goals
Named Executive Officer	Minimum⁽¹⁾			Target			Maximum			Minimum⁽²⁾			Target			Maximum
Mr. Reed		8.0	%		80.0	%		120.0	%		—			—			—
Messrs. Bates, Craig, and Hugo⁽³⁾		6.0	%		60.0	%		90.0	%		—			—			—
Ms. Littlejohn and Mr. Kaiser⁽³⁾		2.4	%		24.0	%		36.0	%		0.6	%		6.0	%		9.0	%

(1)

The minimum percentage stated in this column reflects the aggregate percentage payable upon minimum achievement of both 2017 Company Goals. Messrs. Reed, Craig, Bates, Hugo, and Kaiser and Ms. Littlejohn could earn a bonus if one or more of the 2017 Company Goals were achieved at or above the minimum level, with each 2017 Company Goal being weighted equally (1/2 each). Accordingly, the minimum bonus achievable, expressed as a percentage of base salary, was 4.0% for Mr. Reed, 3.0% for Messrs. Bates, Craig and Hugo and 1.2% for Ms. Littlejohn and Mr. Kaiser.

(2)

The minimum percentage stated in this column reflects the aggregate percentage payable upon minimum achievement of each participant’s individual goals. Ms. Littlejohn had three individual goals, with each goal being weighted equally (1/3 each). Mr. Kaiser had two individual goals, with each goal being weighted equally (1/2 each). Accordingly, the minimum bonus achievable for individual goals, expressed as a percentage of base salary, was 0.2% for Ms. Littlejohn and 0.3% for Mr. Kaiser. Ms. Littlejohn’s individual goals related to information technology initiatives. Mr. Kaiser’s individual goals related to process improvements in our finance and accounting department.

(3)	The bonus opportunity for Messrs. Bates and Hugo and Ms. Littlejohn was prorated for the partial year of service between their respective start dates and December 31, 2017.

The Executive Compensation Committee also created specific parameters for awarding bonuses within certain incremental ranges of achievement of the 2017 Company Goals and individual goals by providing that bonuses would be prorated for results that fall between the minimum and target and between the target and maximum payment goals.

Mr. Kaiser resigned effective April 8, 2017, and therefore did not receive any payout under the 2017 Management Bonus Plans.

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Bonus Pool

In December 2017, the Executive Compensation Committee reviewed the Company’s expected 2017 performance levels under the 2017 Management Bonus Plans and the impact of the Tax Cuts and Jobs Act signed into law in December 2017, which decreased the corporate tax rate beginning in the 2018 tax year. By establishing a fixed bonus pool and guaranteeing certain cash bonuses to participants prior to December 31, 2017, the Company benefited by realizing deductions with respect to the affected compensation in the 2017 tax year, when the corporate tax rate was higher. A fixed pool for participants in the 2017 Management Bonus Plans was established (the “Bonus Pool”) with Messrs. Reed, Bates, Craig, and Hugo and Ms. Littlejohn receiving guaranteed bonus amounts as shown in the table below, to be paid when the Executive Compensation Committee assessed performance under the 2017 Management Bonus Plans (the “Management Bonus Determination Date”). If actual performance for any participant under the 2017 Management Bonus Plans was equal to or less than their respective guaranteed amount (plus any amount proportionally reallocated to them for forfeitures of other participants for failure to be employed through the Management Bonus Determination Date (a “Reallocation”)), then they would receive their guaranteed amount (plus any Reallocation) and (ii) if actual performance for any participant under the 2017 Management Bonus Plans was greater than their guaranteed amount (plus any Reallocation), then they would receive their guaranteed amount (plus any Reallocation) plus the excess of their achievement over such amount. One of the participants in the Bonus Pool resigned before the Management Bonus Determination Date, resulting in a Reallocation as shown in the table below.

Named Executive Officer	Bonus Pool Amount		Reallocation		Total Amount Paid from Bonus Pool
Mr. Reed	$	200,588	$	3,678	$	204,266
Mr. Bates	$	84,623	$	1,552	$	86,175
Mr. Craig	$	131,636	$	2,413	$	134,049
Mr. Hugo	$	70,519	$	1,293	$	71,812
Ms. Littlejohn	$	35,512	$	651	$	36,163

On the Management Bonus Determination Date, the Executive Compensation Committee determined that, based on actual performance under the 2017 Management Bonus Plans, Messrs. Reed, Bates, Craig, and Hugo and Ms. Littlejohn earned the following amounts under the 2017 Management Bonus Plans: $184,983, $78,040, $121,395, $65,033, and $33,537, respectively. As the amounts earned were less than each of Messrs. Reed’s, Bates’, Craig’s, and Hugo’s and Ms. Littlejohn’s respective guaranteed Bonus Pool amount (plus the Reallocation), each of Messrs. Reed, Bates, Craig, and Hugo and Ms. Littlejohn received the Bonus Pool payouts disclosed in the total column of the table above.

2017 STIPs

The Executive Compensation Committee granted restricted shares of Common Stock subject to the 2017 STIPs as follows:

Named Executive Officer	2017 STIP Time-Based Shares		2017 STIP Performance- Based Shares		Grant Date	STIP Plan
Mr. Reed		2,640		5,280	March 8, 2017	March 2017 STIP
Mr. Bates		1,879		3,758	May 10, 2017	May 2017 STIP
Mr. Craig		2,310		4,620	March 8, 2017	March 2017 STIP
Mr. Hugo		1,445		2,890	May 22, 2017	May 2017 STIP
Ms. Littlejohn		1,301		2,600	May 22, 2017	May 2017 STIP
Mr. Kaiser		2,089		4,178	March 8, 2017	March 2017 STIP

The 2017 STIP Time-Based Shares represent 6% of each participant’s respective base salary on the grant date. The 2017 STIP Performance-Based Shares were issued at target and represent 12% of each participant’s respective base salary on the grant date. Maximum for the performance-based portion of the 2017 STIPs was 24% of each participant’s respective base salary on the grant date. Grants to Messrs. Bates and Hugo and Ms. Littlejohn under the May 2017 STIP were prorated for the partial year of service between their respective start date and December 31, 2017. The grant to Mr. Kaiser under the March 2017 STIP was calculated using his base salary on the grant date plus $96,000, representing the $8,000 per month Mr. Kaiser received for service as our PFO extended for 12 months. The 2017 Performance-Based Shares were eligible to be earned on the 2017 STIP Determination Date based on achieving one of the 2017 STIP Goals. If two or more of the 2017 STIP Goals were achieved, the participant would receive an additional grant of restricted shares equal to the number of 2017 Performance-Based Shares they had received on the grant date. Any 2017 Performance-Based Shares earned (plus any restricted shares granted for achieving two or more of the 2017 STIP Goals) and the 2017 Time-Based Shares would vest as follows: (i) one-fourth on the later of (a) the 2017 STIP Determination Date or (b) the first anniversary of the grant date and (ii) one-fourth on each of January 31, 2019, January 31, 2020, and January 31, 2021.

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The 2017 STIP Goals for the March 2017 STIP, with a performance period of January 1, 2017 to December 31, 2017, were as follows:

Metrics	March 2017 STIP Goals
Leverage Ratio ⁽¹⁾	2.5x
Adjusted EBITDAR (000’s)⁽²⁾	$	54,605
Adjusted Operating Ratio ⁽³⁾		96.50	%

(1)

Total debt divided by earnings before interest, taxes, depreciation, and amortization.

(2)

Earnings before interest, taxes, depreciation, amortization, and rent.

(3)

Operating expenses, net of fuel surcharge, as a percentage of operating revenue excluding fuel surcharge revenue.

The 2017 STIP Goals for the May 2017 STIP, with a performance period of April 1, 2017 to December 31, 2017, were as follows:

Metrics	May 2017 STIP Goals
Leverage Ratio ⁽¹⁾	2.5x
Adjusted EBITDAR (000’s)⁽²⁾	$	42,412
Adjusted Operating Ratio ⁽³⁾		95.95	%

(1)

Total debt divided by earnings before interest, taxes, depreciation, and amortization.

(2)

Earnings before interest, taxes, depreciation, amortization, and rent.

(3)

Operating expenses, net of fuel surcharge, as a percentage of operating revenue excluding fuel surcharge revenue.

The Executive Compensation Committee reviewed the 2017 STIP Goals and our 2017 year-end results and, based upon such review, determined that none of the 2017 STIP Goals had been achieved at or above minimum. Accordingly, the 2017 STIP Performance-Based Shares were forfeited. Mr. Kaiser forfeited all restricted shares granted under the March 2017 STIP upon his separation from the ~~Company, Mr. Beckham was paid an additional $25,000 for his services~~Company.

2017 LTIP

Awards under 2017 LTIP are subject to vesting upon achievement of certain levels of ROIC over the performance period of April 1, 2017 to December 31, 2019 (the “LTIP Performance Period”) and are 70% in the ~~month~~form of ~~September~~equity and 30% in the form of cash. The respective bonus opportunities under the 2017 LTIP, as a percentage of base salary, are as follows:

	Equity Portion									Cash Portion
Named Executive Officer	Minimum			Target			Maximum			Minimum			Target			Maximum
Mr. Reed		42.0	%		70.0	%		105.0	%		18.0	%		30.0	%		45.0	%
Mr. Bates		25.2	%		42.0	%		70.0	%		10.8	%		18.0	%		30.0	%
Mr. Craig		31.5	%		52.5	%		87.5	%		13.5	%		22.5	%		37.5	%
Mr. Hugo		25.2	%		42.0	%		70.0	%		10.8	%		18.0	%		30.0	%

The performance goals under the 2017 LTIP are as follows:

Level of Achievement		ROIC⁽¹⁾
Minimum		At least 6.0%
Target		Greater than or equal to 10.0%
Maximum		Greater than or equal to 12.0%

(1)

Tax-affected operating income over total assets less cash and cash equivalents, calculated annually.

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Restricted shares for the equity-based portion of the 2017 LTIP were granted at target as follows (the “LTIP Shares”):

Named Executive Officer	2017 LTIP Restricted Shares	Grant Date
Mr. Reed	43,545	May 10, 2017
Mr. Bates	19,595	May 10, 2017
Mr. Craig	28,576	May 10, 2017
Mr. Hugo	16,482	May 22, 2017

The level of achievement will be determined by the Executive Compensation Committee after the end of the LTIP Performance Period (the “LTIP Determination Date”) based on the fiscal year (or, for the period ended December 31, 2017, the 9 months ended December 31, 2017) during the LTIP Performance Period in which the Company achieved the highest annual ROIC, with linear achievement between the minimum and target levels and the target and maximum levels. On the LTIP Determination Date, (i) if the 2017 LTIP goals are not achieved at or above the minimum level, all of the LTIP Shares will be forfeited and no cash award will be paid, (ii) if the 2017 LTIP goals are achieved at or above the minimum level and below the target level, some the LTIP Shares will vest (depending on linear achievement between minimum and target), the remaining LTIP shares will be forfeited, and a cash award will be paid (depending on linear achievement between minimum and target), and (iii) if the 2017 LTIP goals are achieved at or above the target level, all of the LTIP Shares will vest, additional shares of Common Stock will be issued (depending on linear achievement between target and maximum), and a cash award will be paid (depending on linear achievement between target and maximum). The cash component will be adjusted for changes in the Company’s stock price between the date the LTIP Shares were granted and the conclusion of the LTIP Performance Period.

Separation Agreements

The following summarizes the separation agreement terms for (i) John R. Rogers, our former President and Chief Executive Officer, who resigned effective January 28, 2017, and (ii) James A. Craig, Executive Vice President, Chief Commercial Officer, and President – USAT Logistics, whose retirement will be effective May 1, 2018.

Mr. Rogers served as our President and CEO from January 2016 to January 2017. Effective January 28, 2017 (the “Rogers Separation Date”), the Company entered into a separation agreement (the “Rogers Separation Agreement”) with Mr. Rogers. Pursuant to the Rogers Separation Agreement: (i) Mr. Rogers received severance pay in the form of salary continuation payments equal to his then-current base salary ($425,000 per year) for a period of twelve months following the Rogers Separation Date, which payment was ~~entitled~~subject to ~~retain~~ongoing compliance with certain non-competition, non-solicitation, non-disparagement and confidentiality covenants in favor of the ~~$75,000~~Company, (ii) Mr. Rogers received a lump sum separation payment of $120,000, (iii) Mr. Rogers received a lump sum payment of $30,000 for moving and transition expenses, and (iv) we paid to Mr. ~~Beckham~~Rogers immaterial amounts in ~~April 2014~~respect of accrued but unused vacation time and COBRA continuation payments. All outstanding equity awards held by Mr. Rogers on the Rogers Separation Date were forfeited upon his separation from the Company.

On March 23, 2018, in connection with Mr. Craig’s retirement as Executive Vice President, Chief Commercial Officer, and President – USAT Logistics, effective May 1, 2018, the ~~Retention Bonus Plan.~~Executive Compensation Committee approved a separation agreement with Mr. Craig (the “Craig Separation Agreement”). Pursuant to the Craig Separation Agreement: (i) Mr. Craig will receive salary continuation through May 31, 2018, (ii) non-compete payments equal to his current salary for a period of twelve months subject to ongoing compliance with certain non-competition, non-solicitation, non-disparagement, and confidentiality covenants in favor of the Company, (iii) a prorated cash payment, if and to the extent earned, under the short-term cash incentive compensation program adopted by the Committee for 2018, and (iv) accelerated vesting of the Craig Time-Based Shares and the Craig Performance-Based Shares. In addition, the Separation Agreement contains a customary release of claims in favor of the Company. All outstanding equity awards other than those listed above held by Mr. Craig on the Craig Separation Date will be forfeited upon his separation from the Company. See “Executive Compensation – Compensation Discussion and Analysis – Compensation Paid to Our Named Executive Officers” for details regarding Mr. Craig’s 2017 compensation.

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Potential Payments Upon Termination or Change in Control

Certain of our Named Executive Officers, including Messrs. Reed, Bates, and Hugo have substantially identical Change-in-Control/Severance Agreements (each, a “Severance Agreement”) with the Company. Ms. Littlejohn has a Change-in-Control Agreement. Messrs. Craig, Rogers, and Kaiser were also party to Severance Agreements prior to their respective separations from the Company. Under the Severance Agreements, the participant is entitled to certain severance benefits if (i) we terminate the participant’s employment without “cause” (as defined in the Severance Agreement) other than in connection with or following a “change-in-control” (as defined in the Severance Agreement) (the “Severance Benefit”) or (ii) in the event of and for the twelve-month period following a “change-in-control,” we or our successor terminate the participant’s employment without “cause” or the participant is subject to a “constructive termination” (as defined in the Severance Agreement) (the “Change-in-Control Benefit”). Ms. Littlejohn is also entitled to the Change-in-Control Benefit. The Severance Benefit and the Change-in-Control Benefit are mutually exclusive and the participant would not be entitled to both benefits. Eligibility for the payment of the Severance Benefit is subject to execution by the recipient of a general release of claims against us and ongoing compliance with certain restrictive covenants.

With respect to the Severance Benefit, participants would be entitled to benefits as follows in the event a qualifying termination had occurred as of December 31, 2017:

Named Executive Officer	Salary Continuation		Lump Sum Short- Term Incentive Cash Compensation		COBRA Reimbursement		Relocation Services Benefit		Total Aggregate Payments if Termination Occurred as of December 31, 2017
Mr. Reed	12 months		To the extent earned in the year of termination, prorated for partial year of service			--		--	$	600,588
Mr. Bates	12 months⁽¹⁾		To the extent earned in the year of termination, prorated for partial year of service			--		--	$	285,171
Mr. Craig	12 months		To the extent earned in the year of termination, prorated for partial year of service			--		--	$	481,636
Mr. Hugo	12 months⁽¹⁾		To the extent earned in the year of termination, prorated for partial year of service			--		--	$	222,842
Ms. Littlejohn		--		--		--		--		--

(1)

The Severance Agreements provide for 12 months’ salary continuation, or such lesser number of months the executive is employed by the Company (prorated for partial year of service). Mr. Bates’ start date was May 1, 2017 and Mr. Hugo’s start date was May 22, 2017, therefore, the amount of each of Messrs. Bates’ and Hugo’s salary continuation was prorated for the partial year of service through December 31, 2017.

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With respect to the Change-in-Control Benefit, participants would be entitled to benefits as follows in the event a qualifying termination had occurred as of December 31, 2017:

Named Executive Officer	Lump Sum Severance Payment as Percentage of Base Salary		Lump Sum Short- Term Incentive Cash Compensation	COBRA Reimbursement		Relocation Services Benefit		Total Aggregate Payments if Termination Occurred as of December 31, 2017
Mr. Reed		150%	150% of target for the year of termination	$	26,835	$	50,000	$	1,156,835
Mr. Bates		150%	150% of target for the year of termination⁽¹⁾	$	26,835	$	50,000	$	707,328
Mr. Craig		150%	150% of target for the year of termination	$	26,835		--	$	866,835
Mr. Hugo		150%	150% of target for the year of termination⁽¹⁾	$	26,835	$	50,000	$	589,301
Ms. Littlejohn		150%	150% of target for the year of termination⁽¹⁾	$	19,352	$	50,000	$	468,712

(1)

For Messrs. Bates and Hugo and Ms. Littlejohn their target under the May 2017 Management Cash Bonus Plan was prorated for the partial year of service. See “Executive Compensation – Compensation Discussion and Analysis –Compensation Paid to Our Named Executive Officers – 2017 Management Bonus Plans.”

Mr. Craig’s retirement will be effective May 1, 2018. Effective January 28, 2017, Mr. Rogers resigned from his position with the Company and effective April 8, 2017, Mr. Kaiser resigned from his position with the Company. Messrs. Craig and Rogers received certain benefits in lieu of those provided by their respective Severance Agreement. See “—Separation Agreements” for additional details regarding the benefits Mr. Rogers received. Mr. Kaiser did not receive any benefits upon his resignation.

The Severance Agreements do not provide for a gross-up payment to any of the participants to offset any excise taxes that may be imposed on excess parachute payments under Section 4999 of the Code. Instead, under the Severance 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.

Awards granted to recipients, including our Named Executive Officers, after July 2016 include a double trigger provision, which provides for the payment, or acceleration of payment, of compensation following a change-in-control only when the recipient is terminated without “cause” or is subject to a “constructive termination” during the twelve months following a change-in-control. For awards granted to recipients prior to July 2016, under certain circumstances in which there is a change-in-control, certain unvested restricted stock grants may become immediately exercisable or subject to immediate vesting, respectively, upon the occurrence of such event, notwithstanding that such restricted shares may not otherwise have been fully exercisable or fully vested. The Executive Compensation Committee may provide for acceleration of vesting of individual awards in connection with any future awards.

The estimated value of restricted stock that would have vested for our Named Executive Officers as of December 31, 2017, under the acceleration scenarios described above are as follows:

Named Executive Officer	Value of Accelerated Restricted Stock⁽¹⁾
Mr. Reed	$	897,163
Mr. Bates	$	431,911
Mr. Craig	$	1,368,362
Mr. Hugo	$	357,759
Ms. Littlejohn	$	53,048

(1)	The value for the accelerated restricted stock was calculated by multiplying the closing price of our stock on December 29, 2017 ($18.13), the last trading day of the fiscal year, by the number of shares of accelerated restricted stock.

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In addition, certain of the awards of restricted stock to our Named Executive Officers include accelerated vesting provisions upon eligible retirement (with the consent of the Executive Compensation Committee), death, or disability (as defined in Section 22(e) of the Internal Revenue Code). In one of these scenarios, as of December 31, 2017, the value of accelerated restricted stock for Mr. Craig, the only Named Executive Officer in our 2016 STIP, would have been $23,986 and no other Named Executive Officer would have restricted stock vest. Mr. Craig’s retirement effective May 1, 2018 will not be an eligible retirement.

The Role of Stockholder Say-on-Pay Vote

At our ~~2014~~2017 Annual Meeting, our stockholders had the opportunity to cast an advisory and non-binding 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 ~~90.7%~~99% of the votes cast on that proposal. The Executive Compensation Committee believes this affirms stockholders’ support of our approach to executive compensation, and accordingly the Executive Compensation Committee did not materially change its overall philosophy in designing the compensation plan for fiscal ~~2014.~~2017. The Executive Compensation Committee will continue to consider the outcome of our say-on-pay votes when making future compensation decisions for our Named Executive Officers.

At our ~~2011~~2017 Annual Meeting, our stockholders ~~also~~ had the opportunity to cast an advisory and non-binding vote (a ~~"say-on-frequency"~~“say-on-frequency” proposal) on how often we should include a say-on-pay proposal in our 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. Our Board of Directors recommended yearly votes. 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 and non-binding 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) limits to $1 million the amount of nonperformance-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 income 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.

The Tax Cut and Jobs Act, signed into law on December 22, 2017, eliminated this performance-based compensation deduction going forward, but provided limited transition relief for compensation paid pursuant to a contract in effect as of November 2, 2017 that is not materially modified after such date. This means that certain outstanding performance-based compensation may continue to be deductible under Section 162(m), but that all compensation after November 2, 2017, will be subject to the $1 million cap on deductibility. The Executive Compensation Committee will seek deductions for compensation under the transition relief consistent with applicable law. The Tax Cut and Jobs Act also expanded who a ~~limitation~~covered employee is ~~placed on~~under Section 162(m). Effective for 2017, a covered employee under Section 162(m) is the CEO, the CFO (who previously was not included) and each of the other three highest-paid executive officers.

Although this tax ~~deductions~~deduction for performance-based compensation has been eliminated, we believe that a strong link between pay and performance is critical to align executive and shareholder interests. Going forward, the Company and the Executive Compensation Committee will continue to ensure that a significant portion of ~~any publicly-held corporation~~pay for ~~individual compensation~~our senior officers, including the Chairman and CEO, is at risk and subject to ~~certain executives exceeding $1,000,000 in any taxable year, unless~~ the ~~compensation is performance-based and meets certain other requirements including stockholder approval and outside director administration.~~ attainment of performance goals.

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).

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Compensation Decisions with Respect to ~~2015~~

2018

2018 Salary

In ~~January 2015,~~March 2018, in response to annual performance assessments, the Executive Compensation Committee approved an increase in base salary for Mr. Reed from $400,000 to $475,000, for Mr. Bates from $300,000 to $320,000, for Mr. Hugo from $250,000 to $275,000, and for Ms. Littlejohn from $225,000 to $232,000, all effective April 1, 2018.

2018 Management Bonus Plan

In March 2018, the Executive Compensation Committee approved a ~~Long Term Incentive~~management cash bonus plan (the “2018 Management Cash Bonus Plan”) that rewards participants, including Messrs. Reed, Bates, and Hugo and Ms. Littlejohn, with cash bonuses based upon the attainment of certain performance objectives for the year ending December 31, 2018. Under the 2018 Management Cash Bonus Plan, Mr. Reed may receive a target cash payout of 80% of his base salary, with the opportunity to earn up to 140% of his base salary, depending upon the Company achieving certain adjusted EBITDAR goals, weighted at 80%, and safety goals, weighted at 20%, set and determined by the Executive Compensation Committee (together, the “2018 Company Goals”). Messrs. Bates and Hugo may receive a target cash payout of 60% of their base salaries, with the opportunity to earn up to 105% of their base salaries, under the 2018 Management Bonus Plan, based upon the attainment of the 2018 Company Goals. Ms. Littlejohn may receive a target cash payout of 30% of her base salary, with the opportunity to earn up to 52.5% of her base salary, under the 2018 Management Bonus Plan, based upon the attainment of the 2018 Company Goals. The 2018 Management Cash Bonus Plan has a minimum adjusted EBITDAR qualifier below which no amounts will be paid under the 2018 Management Cash Bonus Plan.

2018EIP

The Executive Compensation Committee also approved an equity incentive plan for 2018 (the ~~"2015 LTIP"~~“2018 EIP”), under which participants, including ~~our Named Executive Officers,~~Messrs. Reed, Bates, and Hugo and Ms. Littlejohn are eligible to receive certain ~~long-term equity awards. 2015 LTIP participants are eligible to receive~~ equity awards in the form of restricted ~~stock.~~stock subject to both performance-based and time-based vesting. The primary objectives of the 2018 EIP are to reward long-term attainment of Company objectives (through performance-based equity with a three-year performance period) and encourage retention (through time-based equity that vests over a four-year period). The performance period for the 2018 EIP is from January 1, 2018 through December 31, 2020 (the “EIP Performance Period”). Under the ~~2015 LTIP, such awards can be subjected~~2018 EIP, Mr. Reed is eligible to ~~time-based or performance-based vesting restrictions. On January 22, 2015, 2015 LTIP participants received grants~~earn shares of restricted stock aequal to 130% of his base salary, with 60% performance-based at target and 40% time-based. Mr. Bates is eligible to earn shares of restricted stock equal to 100% of his base salary, with 60% performance-based at target and 40% time-based. Mr. Hugo is eligible to earn shares of restricted stock equal to 90% of his base salary, with 60% performance-based at target and 40% time-based. Ms. Littlejohn is eligible to earn shares of restricted stock equal to 30% of her base salary, with 60% performance-based at target and 40% time-based. The performance-based component of the 2018 EIP is based upon the Company achieving three-year cumulative levels of adjusted EBITDAR and adjusted consolidated operating ratio (together, the “EIP Goals”) for the EIP Performance Period, with each goal weighted equally. The time-based component of the 2018 EIP will vest in four equal annual installments commencing on the first anniversary of the grant date.

Under the 2018 EIP, the Executive Compensation Committee approved grants to Messrs. Reed, Bates, Hugo and Ms. Littlejohn of 23,319 shares, 12,084 shares, 9,346 shares, and 2,628 shares, respectively, representing the 60% performance-based portion at target and the 40% time-based portion. In addition, Mr. Reed has the opportunity to earn up to an additional 10,494 shares, representing 58.5% of his base salary, which would be issued on the date the Executive Compensation Committee certifies results, based upon the level of achievement of the EIP Goals. Mr. Bates has the opportunity to earn up to an additional 5,438 shares, representing 45% of his base salary, which would be issued on the date the Executive Compensation Committee certifies results, based upon the level of achievement of the EIP Goals. Mr. Hugo has the opportunity to earn up to an additional 4,206 shares, representing 40.5% of his base salary, which would be issued on the date the Executive Compensation Committee certifies results, based upon the level of achievement of the EIP Goals. Ms. Littlejohn has the opportunity to earn up to an additional 1,183 shares, representing 13.5% of her base salary, which would be issued on the date the Executive Compensation Committee certifies results, based upon the level of achievement of the EIP Goals. All restricted shares under the 2018 EIP are subject to ~~time-based~~continued employment and certain other forfeiture and acceleration provisions.

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One-Time Equity Grant

Additionally, in recognition of the contributions of Messrs. Reed, Bates, and Hugo and Ms. Littlejohn to assembling our new leadership team and transforming our truckload operating strategy, the Committee approved a one-time grant of restricted stock to Mr. Reed of 5,000 shares, to Messrs. Bates and Hugo of 3,000 shares each, and to Ms. Littlejohn of 2,150 shares, vesting in ~~25% increments over four years beginning~~three equal annual installments commencing on the first anniversary of the grant date, and ~~a portion of which are~~ subject to ~~performance-based vesting upon achievement of~~continued employment and certain ~~levels of return on invested capital over the three-year performance period. Pursuant to the 2015 LTIP, Mr. Simone received 6,350 shares of restricted stock subject to time-based vesting~~other forfeiture and ~~6,350 shares of restricted stock subject to performance-based vesting; Mr.~~

Borrows received 1,700 shares of restricted stock subject to time-based vesting and 1,700 shares of restricted stock subject to performance-based vesting; Mr. Lester received 1,800 shares of restricted stock subject to time-based vesting and 1,800 shares of restricted stock subject to performance-based vesting; Mr. Overla received 1,550 shares of restricted stock subject to time-based vesting and 1,550 shares of restricted stock subject to performance-based vesting; and Mr. Weindel received 1,500 shares of restricted stock subject to time-based vesting and 1,500 shares of restricted stock subject to performance-based vesting. 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 return on invested capital, ranging from 50% vesting upon the achievement of return on invested capital of 7% to 200% vesting upon achievement of return on invested capital of 10% or greater. Failure to achieve at least 7% return on invested capital will result in forfeiture of the performance shares.

In March 2015, the Executive Compensation Committee approved a Management Bonus Plan (the "2015 Bonus Plan"), consisting of cash incentive awards, for our senior management, including our Named Executive Officers. The 2015 Bonus Plan is administered by the Executive Compensation Committee, which will make all decisions regarding 2015 Bonus Plan participants and awards. Under the 2015 Bonus Plan, and consistent with the objectives of the Incentive Plan, 2015 Bonus Plan participants (including our Named Executive Officers) are eligible to receive incremental cash bonuses upon achievement of certain performance targets. For our Named Executive Officers, other than our President and CEO, one-half of the cash bonus opportunity depends on achievement of consolidated Company goals and one-half of the cash bonus opportunity depends on achievement of departmental or individual goals established by our President and CEO. Our Named Executive Officers, other than our President and CEO, are eligible to receive cash payouts of between 3.33% and 100% of their respective base salaries under the 2015 Bonus Plan. For our President and CEO, the cash bonus opportunity under the 2015 Bonus Plan depends on achievement of consolidated Company goals. Our President and CEO is eligible to receive a cash payout of between 20% and 150% of his base salary under the 2015 Bonus Plan. Consolidated Company goals for all Named Executive Officers (including our President and CEO), which are each weighted equally, range from a minimum payout percentage at an operating income of $25,556,000, operating ratio of 95.5% and return on invested capital of 3.87%, to a maximum payout percentage at an operating income of $38,334,000, operating ratio of 93.2%, and return on invested capital of 5.80%.

acceleration provisions.

Risks Regarding Compensation

As required by the SEC rules, the Executive Compensation Committee has assessed the risks that could arise from our compensation policies for 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~~ 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.~~benefits;

· ●	~~Equity~~ our prohibition of vesting periods of less than twelve months;

●	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.~~stockholders;

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

· ●	~~Base~~ our recent equity awards contain double trigger change-in-control provisions upon consummation of a change-in-control;

●	awards are subject to limits as to the number of shares or cash received in a calendar year;

●	we have stock ownership, anti-hedging and anti-pledging, and clawback policies;

●	base salaries for our employees are competitive and generally consistent with salaries paid for comparable positions in our ~~industry.~~industry; and

· ●	~~Our~~ 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.

Summary Compensation Table

The following table sets forth information concerning the total compensation for fiscal year ~~2014~~2017 awarded to, earned by, or paid to our Named Executive Officers who were, at December 31, ~~2014,~~2017, (i) our CEO, (ii) our CFO, (iii) our three other most highly compensated executive officers with total compensation exceeding $100,000 for the fiscal year ended December 31, ~~2014,~~2017, and (iv) ~~an individual~~three individuals who served as our President and CEO, Executive Vice President and CFO, and PFO for a portion of the fiscal year ended December 31, ~~2014,~~2017, but ~~was~~who were not serving ~~as CFO or as an executive officer~~in such roles as of December 31, ~~2014.~~2017.

Realized (actual) compensation may differ significantly from the figures in the following table, which is required under applicable SEC rules and includes items that are driven by accounting assumptions. For example, Mr. Reed’s realized compensation in 2017 was $769,116 vs. $1,039,205 as shown below. For additional charts that supplement the SEC-required disclosure, please see “Executive Compensation – Compensation Discussion and Analysis – Elements – Performance-Based Compensation – Mix of Fixed and Performance-Based Compensation” beginning on page 20.

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Name and Principal Position Year
Salary
($)
Grant Date Fair Value of Stock and Option Awards (1)(2)($)
Options Awards
(3)($)

Nonequity Incentive Plan Compensation
($)

All Other Compensation
($)(4)

Total
($)
John M. Simone (5) 2014 460,008 138,012 -- 575,010 216,000 1,389,030
President and Chief Executive 2013 402,507 362,250 207,255 -- 51,000 1,023,012
Officer
Michael K. Borrows 2014 57,542 44,993 -- 75,000 4,900 182,435
Executive Vice President and
Chief Financial Officer
Jeffrey H. Lester 2014 266,339 77,993 -- 259,992 64,998 669,322
Executive Vice President, 2013 106,330 25,998 -- -- -- 132,328
Risk Management and Safety
Russell A. Overla 2014 233,654 67,511 -- 225,000 57,250 583,415
Executive Vice President, 2013 130,385 22,496 -- -- 19,750 172,631
Truckload Operations
Michael R. Weindel, Jr. 2014 219,139 64,491 -- 215,004 54,751 553,385
Executive Vice President, SCS 2013 215,004 21,499 -- -- 1,000 237,503
2012 221,085 -- -- -- 1,000 222,085
Clifton R. Beckham (6) 2014 270,610 -- -- -- 75,000 345,610
Former Executive Vice President 2013 312,500 37,499 -- -- -- 349,999
and Chief Financial Officer 2012 383,201 -- -- -- -- 383,201

Name and Principal Position	Year	Salary ($)		Bonus ($)			Grant Date Fair Value of Stock and Option Awards ($)⁽¹⁾⁽²⁾			Non equity Incentive Plan Compensation ($)		All Other Compensation ($)			Total ($)
James D. Reed	2017		393,205		69,283	⁽³⁾		351,987			184,983		39,747	⁽⁴⁾		1,039,205
President and Chief Executive Officer	2016		53,891		50,000			149,996			--		163,695	⁽⁵⁾		417,582

Jason R. Bates	2017		200,000		258,135	⁽⁶⁾		162,242			78,040		272,150	⁽⁷⁾		970,567
Executive Vice President and Chief Financial Officer

James A. Craig	2017		346,603		62,654	⁽⁸⁾		346,729			121,395		5,144	⁽⁹⁾		882,525
Executive Vice President, Chief Commercial Officer and President – USAT Logistics	2016		262,692		50,000			669,967			32,998		3,000	⁽¹⁰⁾		1,018,657

Johannes “Werner” P. Hugo	2017		153,609		131,779	⁽¹¹⁾		132,604			65,033		99,890	⁽¹²⁾		582,915
Senior Vice President – Trucking Operations

Kimberly K. Littlejohn	2017		138,173		122,626	⁽¹³⁾		24,849			33,537		188,741	⁽¹⁴⁾		507,926
Vice President and Chief Technology Officer

John R. Rogers	2017		5,667		--			--			--		611,863	⁽¹⁵⁾		617,530
Former President and Chief Executive Officer	2016		409,115		150,000			1,357,504			--		80,016	⁽¹⁶⁾		1,996,635

Joseph M. Kaiser	2017		94,594		--			56,967	⁽¹⁷⁾		--		760	⁽¹⁸⁾		152,321
Former Vice President, Chief Accounting Officer, and PFO for portion of year	2016		244,270		22,673			123,396			24,255		4,830	⁽¹⁹⁾		419,424

(1)

~~(1)~~

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 ASC Topic 718 ("(“FASB ~~718"~~718”). The value ultimately realized by the recipient may or may not be equal to this determined value. For a description of these grants, see ~~"Executive~~“Executive Compensation – Compensation Discussion and Analysis."” See ~~"Item 8. Financial Statements and Supplementary Data –~~ Note 9:10, Equity Compensation and Employee Benefits ~~Plans"~~Plans in our Form 10-K for the year ended December 31, ~~2014,~~2017, for further discussion of our stock plans and the methods used to account for stock plan activity.

(2)

~~(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)

~~(3)~~

The compensation disclosed in this column for 2014 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

Represents (i) a $50,000 bonus paid on March 31, ~~2014, for further discussion of our stock plans and the methods used~~2017 related to ~~account for stock plan activity.~~

~~(4)~~

See "Executive Compensation – Compensation Discussion and Analysis – Elements – Other Elements of Compensation – Retention Bonus Plan" for a description of payments made to our Named Executive Officers under our Retention Bonus Plan in 2014.

~~(5)~~

~~In February 2013, in connection with his~~Mr. Reed’s appointment as President and Chief Executive Officer, John M. Simone entered into an employment agreement with us, 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 and (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 our 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.

~~(6)~~

~~Mr. Beckham, who served~~ as our Executive Vice President and Chief Financial Officer ~~through September 30, 2014, received an annualized~~in November 2016 and (ii) a bonus of $19,283, representing the amount between Mr. Reed’s actual achievement under the March 2017 Management Bonus Plan and the total amount paid to Mr. Reed from the Bonus Pool.

(4)

The amount disclosed in this column includes (i) $38,747 in reimbursed relocation costs related to Mr. Reed’s relocation in 2016, but paid by the Company in 2017, including customary realtor commission upon the purchase of Mr. Reed’s home (which includes $13,271 in tax gross-ups) and (ii) $1,000 in cash in lieu of a life insurance policy.

(5)	The amount disclosed in this column includes (i) $157,483 in reimbursed relocation costs, including customary realtor commission upon the sale of Mr. Reed’s home (which includes $62,863 in tax gross-ups), and (ii) $6,212 in COBRA continuation payments.

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(6)

Represents (i) a cash signing bonus of $250,000, subject to certain continuous employment and recoupment provisions, and (ii) a bonus of $8,135, representing the amount between Mr. Bates’ actual achievement under the May 2017 Management Bonus Plan and the total amount paid to Mr. Bates from the Bonus Pool.

(7)

The amount disclosed in this column includes (i) $265,871 in reimbursed relocation costs, including customary realtor commission upon both the purchase and sale of Mr. Bates’ homes (which includes $89,962 in tax gross-ups), (ii) $5,613 in COBRA continuation payments, and (iii) $666 cash in lieu of a life insurance policy.

(8)

Represents (i) a $50,000 cash bonus to Mr. Craig upon his appointment as our Executive Vice President and Chief Commercial Officer and (ii) a bonus of $12,654, representing the amount between Mr. Craig’s actual achievement under the March 2017 Management Bonus Plan and the total amount paid to Mr. Craig from the Bonus Pool.

(9)	The amount disclosed in this column includes $5,144 in 401(k) matching contributions.

(10)	The amount disclosed in this column consists of $3,000 of 401(k) matching contributions.

(11)

Represents (i) a cash signing bonus of $125,000, subject to certain continuous employment and recoupment provisions, and (ii) a bonus of $6,779, representing the amount between Mr. Hugo’s actual achievement under the May 2017 Management Bonus Plan and the total amount paid to Mr. Hugo from the Bonus Pool.

(12)

The amount disclosed in this column includes (i) $94,129 in reimbursed relocation costs, including customary realtor commission upon purchase of Mr. Hugo’s home (which includes $32,633 in tax gross-ups), (ii) $4,376 in COBRA continuation payments, (iii) $885 in 401(k) matching contributions, and (iv) $500 cash in lieu of a life insurance policy.

(13)

Represents (i) a cash signing bonus of $120,000, subject to certain continuous employment and recoupment provisions, and (ii) a bonus of $2,626, representing the amount between Ms. Littlejohn’s actual achievement under the May 2017 Management Bonus Plan and the total amount paid to Ms. Littlejohn from the Bonus Pool.

(14)

The amount disclosed in this column includes (i) $183,372 in reimbursed relocation costs, including customary realtor commission upon both the purchase and sale of Ms. Littlejohn’s homes (which includes $66,472 in tax gross-ups), (ii) $3,444 in reimbursement for COBRA coverage Ms. Littlejohn had from her previous employer, and (iii) $1,925 in 401(k) matching contributions.

(15)

The amount disclosed in this column includes the following amounts payable under the Rogers Separation Agreement: (i) $425,000 in severance pay, which is equal to his annual base salary in effect as of ~~$300,000. Mr. Beckham received this salary through September 30, 2014. In addition, in connection with~~the date of his separation and is payable for a period of twelve months following the Rogers Separation Date ($389,573 of this amount was paid in 2017), (ii) a lump sum separation payment of $120,000, (iii) a lump sum payment of $30,000 for moving and transition expenses, (iv) $15,051 in reimbursement for COBRA continuation payments we paid during 2017, (v) $19,615 in accrued but unused vacation time (vi) $1,000 cash in lieu of life insurance premium benefits, and (vii) $1,197 in 401(k) matching contributions. See “—Separation Agreements.”

(16)	The amount disclosed in this column includes (i) $4,975 in 401(k) matching contributions, (ii) $66,678 in reimbursed relocation and transition expenses, (iii) $7,363 in COBRA continuation payments, and (iv) $1,000 of life insurance premium benefits.

(17)

Mr. Kaiser separated from the Company effective April 21, 2017. By their terms, 16,736 shares held by Mr. ~~Beckham was paid an additional $25,000~~Kaiser were forfeited upon his separation and are available for ~~his services in~~issuance under the ~~month of September and was entitled to retain the $75,000 paid to Mr. Beckham in April 2014 in connection with our Retention Bonus~~Incentive Plan.

(18)	The amount disclosed in this column includes (i) $447 in 401(k) matching contributions and (ii) $313 cash in lieu of a life insurance policy.

(19)	The amount disclosed in this column includes (i) $4,080 of 401(k) matching contributions, and (ii) $750 cash in lieu of a life insurance policy.

Narrative to the Summary Compensation Table

See ~~"Executive~~“Executive Compensation – Compensation Discussion and ~~Analysis"~~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.

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Grants of Plan-Based Awards

The following table sets forth information regarding the incentive awards granted to our Named Executive Officers during ~~2014.~~

Name
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards (1)

Estimated Future Payouts Under
Equity Incentive Plan Awards (2)
All Other
Stock
Awards:
Number of
Shares
of Stocks
or Units
(#)
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
Exercise
or
Base
Price
of Option
Awards
($/Sh)
Grant Date
Fair Value
of Stock
and Option
Awards
($) (3)

Grant
Date
Threshold
($)
Target
($)
Maximum
($)

Threshold
(#)
Target
(#)
Maximum
(#)
John M. Simone
2/25/14 115,000 345,000 575,000 3,199 6,398 9,597 -- -- -- 138,012
Michael K. Borrows
2/25/14 45,000 135,000 225,000 -- -- -- 2,642 -- -- 44,993
Jeffrey H. Lester
2/25/14 51,998 155,995 260,000 1,808 3,616 5,424 -- -- -- 77,993
Russell A. Overla
2/25/14 45,000 135,000 225,000 1,565 3,129 4,694 -- -- -- 67,511
Michael R. Weindel, Jr
2/25/14 43,001 129,002 215,004 1,495 2,990 4,485 -- -- -- 64,491
Clifton R. Beckham
-- -- -- -- -- -- -- -- -- -- --

2017. All stock awards were granted under the Incentive Plan.

				Estimated Future Payouts Under Non-Equity Incentive Plan Awards						Estimated Future Payouts Under Equity Incentive Plan Awards						All Other Stock Awards:		Grant Date
Name	Grant Date			Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)		Number of Shares of Stocks or Units (#)		Fair Value of Stock and Option Awards ($)⁽¹⁾
James D. Reed		--	⁽²⁾		32,000		320,000		480,000		--		--		--		--		--
		--	⁽³⁾		72,000		120,000		180,000		--		--		--		--		--
	3/8/2017		⁽⁴⁾		--		--		--		--		--		--		2,640		23,998
	3/8/2017		⁽⁵⁾		--		--		--		--		5,280		10,560		--		47,995
	5/10/2017		⁽⁶⁾		--		--		--		26,127		43,545		65,318		--		279,994

Jason R. Bates		--	⁽²⁾		12,033		120,329		180,493		--		--		--		--		--
		--	⁽³⁾		32,400		54,000		90,000		--		--		--		--		--
	5/10/2017		⁽⁴⁾		--		--		--		--		--		--		1,879		12,082
	5/10/2017		⁽⁵⁾		--		--		--		--		3,758		7,516		--		24,164
	5/10/2017		⁽⁶⁾		--		--		--		11,757		19,595		32,659		--		125,996

James A. Craig		--	⁽²⁾		21,000		210,000		315,000		--		--		--		--		--
		--	⁽³⁾		47,250		78,750		131,250		--		--		--		--		--
	1/29/2017		⁽⁷⁾		--		--		--		--		--		--		5,488		49,996
	1/29/2017		⁽⁸⁾		--		--		--		--		5,488		--		--		49,996
	3/8/2017		⁽⁴⁾		--		--		--		--		--		--		2,310		20,998
	3/8/2017		⁽⁵⁾		--		--		--		--		4,620		9,240		--		41,996
	5/10/2017		⁽⁶⁾		--		--		--		17,146		28,576		47,628		--		183,744

Johannes “Werner” P. Hugo		--	⁽²⁾		9,164		91,644		137,466		--		--		--		--		--
		--	⁽³⁾		27,000		45,000		75,000		--		--		--		--		--
	5/22/2017		⁽⁴⁾		--		--		--		--		--		--		1,445		9,205
	5/22/2017		⁽⁵⁾		--		--		--		--		2,890		5,780		--		18,409
	5/22/2017		⁽⁶⁾		--		--		--		9,889		16,482		27,472		--		104,990

Kimberly K. Littlejohn		--	⁽²⁾		4,124		41,240		61,860		--		--		--		--		--
	5/22/2017		⁽⁴⁾		--		--		--		--		--		--		1,301		8,287
	5/22/2017		⁽⁵⁾		--		--		--		--		2,600		5,200		--		16,562

Joseph M. Kaiser		--	⁽²⁾		6,615		66,150		99,225		--		--		--		--		--
	3/8/2017		⁽⁴⁾		--		--		--		--		--		--		2,089		18,989
	3/8/2017		⁽⁵⁾		--		--		--		--		4,178		8,356		--		37,987

(1)

~~(1)~~

These columns represent the approximate value of the payout to the Named Executive Officer based upon the attainment of specified levels of 2014 pretax income that were established by the Executive Compensation Committee in February 2014. The bonus threshold, target, and maximum set forth above are based upon the Named Executive Officer's 2014 base salary. See "Executive Compensation – Compensation Discussion and Analysis" for additional detail with respect to the performance targets.

~~(2)~~

These columns represents the potential number of shares to be awarded to the Named Executive Officer based upon the attainment of specified levels of 2014 pretax income as discussed in more detail in "Executive Compensation – Compensation Discussion and Analysis." The number of shares was calculated ~~by multiplying the applicable percentage by the employee’s base salary, and that amount was divided by the closing price of our common stock on February 25, 2014, the date of the grant.~~

~~(3)~~

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. ~~For a description of these grants, see "Executive Compensation – Compensation Discussion and Analysis."~~ See ~~"Item 8. Financial Statements and Supplementary Data –~~ Note 9:10, Equity Compensation and Employee Benefits ~~Plans"~~Plans in our Form 10-K for the year ended December 31, ~~2014,~~2017, for further discussion of our stock plans and the methods used to account for stock plan activity.

(2)	Represents a potential award under the 2017 Management Bonus Plans, the material terms of which are described under “Executive Compensation – Compensation Discussion and Analysis – Compensation Paid to Our Named Executive Officers – 2017 Management Bonus Plans.”

(3)	Represents potential cash awarded under the 2017 LTIP, the material terms of which are described under “Executive Compensation – Compensation Discussion and Analysis – Compensation Paid to Our Named Executive Officers – 2017 LTIP.”

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(4)

Represents the time-based portion of the restricted shares awarded under the 2017 STIPs. The material terms of the 2017 STIPs are described under “Executive Compensation – Compensation Discussion and Analysis – Compensation Paid to Our Named Executive Officers – 2017 STIPs.” The unvested restricted shares awarded to Mr. Kaiser were forfeited upon his separation from the Company.

(5)

Represents the performance-based portion of the restricted shares awarded under the 2017 STIPs. The material terms of the 2017 STIPs are described under “Executive Compensation – Compensation Discussion and Analysis – Compensation Paid to Our Named Executive Officers – 2017 STIPs.” The unvested restricted shares awarded to Mr. Kaiser were forfeited upon his separation from the Company.

(6)	Represents restricted shares awarded under the 2017 LTIP, the material terms of which are described under “Executive Compensation – Compensation Discussion and Analysis – Compensation Paid to Our Named Executive Officers – 2017 LTIP.”

(7)	Represents a grant of restricted shares vesting on July 30, 2018, subject to continued employment and certain other forfeiture and acceleration provisions.

(8)	Represents a grant of restricted shares with vesting following June 2018 conditioned on the USAT Logistics’ annualized monthly revenue being equal to or greater than $200 million on or before June 2018, subject to continued employment and certain other forfeiture and acceleration provisions.

Narrative to Grants of Plan-Based Awards

See ~~"Executive~~“Executive Compensation – Compensation Discussion and ~~Analysis"~~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 December 31, 2014.~~

The following table also sets forth information concerning outstanding restricted stock awards as of December 31, ~~2014~~2017 that had been granted under the Incentive Plan, unless otherwise noted, 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.

	Stock Awards
Name	Number of Shares, Units or Other Rights that Have Not Vested (#)			Market or Payout Value of Shares, Units or Other Rights 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⁾

James D. Reed		--			--		26,127	⁽²⁾		473,683
		--			--		5,280	⁽³⁾		95,726
		2,640	⁽⁴⁾		47,863		--			--

Jason R. Bates		--			--		11,757	⁽²⁾		213,154
		--			--		3,758	⁽³⁾		68,133
		1,879	⁽⁴⁾		34,066		--			--

James A. Craig		--			--		17,146	⁽²⁾		310,857
		--			--		4,620	⁽³⁾		8,376
		2,310	⁽⁴⁾		41,880		--			--
		--			--		5,488	⁽⁵⁾		99,497
		5,488	⁽⁶⁾		99,497		--			--
		2,793	⁽⁷⁾		50,637		--			--
		--			--		6,207	⁽⁸⁾		112,533
		--			--		7,759	⁽⁹⁾		140,671

Johannes “Werner” P. Hugo		--			--		9,889	⁽²⁾		179,288
		--			--		2,890	⁽³⁾		52,396
		1,445	⁽⁴⁾		26,198		--			--

Kimberly K. Littlejohn		--			--		2,600	⁽³⁾		47,138
		1,301	⁽⁴⁾		23,587		--			--

John R. Rogers⁽¹⁰⁾		--			--		--			--

Joseph M. Kaiser⁽¹¹⁾		--			--		--			--

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(1)

~~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~~

~~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)~~

~~John M. Simone~~

~~10,727 (2)~~

~~4.83~~

~~02/18/2023~~

~~10,727 (3)~~

~~4.83~~

~~02/18/2023~~

~~10,727 (4)~~

~~4.83~~

~~02/18/2023~~

~~10,729 (5)~~

~~4.83~~

~~02/18/2023~~

~~56,250 (8)~~

~~1,597,500~~

~~Michael K. Borrows~~

~~2,642 (9)~~

~~75,033~~

~~Jeffrey H. Lester~~

~~3,186 (10)~~

~~90,482~~

~~Russell A. Overla~~

~~2,636 (11)~~

~~74,862~~

~~Michael R. Weindel, Jr~~

~~209 (6)~~

~~18.58~~

~~08/01/2015~~

~~208 (7)~~

~~18.58~~

~~08/01/2016~~

~~8,752 (12)~~

~~248,557~~

~~3,238 (13)~~

~~91,959~~

~~Clifton R. Beckham (14)~~

~~(1)~~

The market value of shares of unvested, unearned restricted stock is equal to the product of the closing price of our ~~common stock~~Common Stock at the most recent fiscal year end and the number of unvested, unearned shares. The closing price of our ~~common stock~~Common Stock was ~~$28.40~~$18.13 on December ~~31, 2014.~~29, 2017.

(2)

~~(2)~~

~~Options~~

Represents restricted shares awarded under the 2017 LTIP, the material terms of which are described under “Executive Compensation – Compensation Discussion and Analysis – Compensation Paid to Our Named Executive Officers – 2017 LTIP.” The amounts disclosed are based on the threshold number of shares as the Company had ~~a vesting date~~not exceeded the threshold level of ~~02/18/14.~~the performance criteria as of December 31, 2017.

(3)

~~(3)~~

~~Options have a~~

Represents the restricted shares awarded under the 2017 STIPs, which were subject to performance-based vesting, ~~date~~as described in more detail in “Executive Compensation – Compensation Discussion and Analysis – Compensation Paid to Our Named Executive Officers – 2017 STIPs.” The amounts disclosed are based on the threshold number of ~~02/18/15.~~shares as the Company had not exceeded the threshold level of the performance criteria as of December 31, 2017.

(4)

~~(4)~~

~~Options have a~~

Represents the restricted shares awarded under the 2017 STIPs, which were subject to time-based vesting, ~~date of 02/18/16.~~as described in more detail in “Executive Compensation – Compensation Discussion and Analysis – Compensation Paid to Our Named Executive Officers – 2017 STIPs.”

(5)

~~(5)~~

~~Options have~~

Represents a ~~vesting date of 02/18/17.~~

~~(6)~~

~~Options had a vesting date of 08/01/12.~~

~~(7)~~

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

~~(8)~~

~~The restricted stock shown in this table is based upon the~~ grant of restricted ~~stock~~shares with vesting following June 2018 conditioned on the USAT Logistics’ annualized monthly revenue being equal to or greater than $200 million on or before June 2018, subject to continued employment and certain other forfeiture and acceleration provisions. See “Executive Compensation – Compensation Discussion and Analysis – Compensation Paid to Our Named Executive Officers – Mr. ~~Simone on February 18, 2013 in connection with his appointment as President and CEO. His~~Craig.”

(6)

Represents a grant of restricted shares ~~of common stock~~vesting on July 30, 2018, subject to continued employment and certain other forfeiture and acceleration provisions. See “Executive Compensation – Compensation Discussion and Analysis – Compensation Paid to Our Named Executive Officers – Mr. Craig.”

(7)	The shares will vest in equal annual increments ~~of one-fourth beginning February 18, 2014~~on January 31, 2018, January 31, 2019, and ~~continuing through~~January 31, 2020, subject to continued employment and ~~including February 18, 2017.~~other forfeiture and acceleration provisions.

(8)

~~(9)~~

~~The restricted stock shown in this table is based upon the~~

Represents a grant of restricted ~~stock Mr. Borrows~~shares in February 2016, with vesting conditioned upon achievement of performance goals set by the Executive Compensation Committee, with a performance period from January 1, 2016 through December 31, 2018, subject to continued employment and certain other forfeiture and acceleration provisions. The amounts disclosed are based on ~~September 23, 2014 in connection with his appointment~~the threshold number of shares as ~~Executive Vice President and Chief Financial Officer. His restricted shares~~the Company had not exceeded the threshold level of ~~common stock will vest in annual increments~~the performance criteria as of ~~one-fourth beginning September 23, 2015 and continuing through and including September 23, 2018.~~December 31, 2017.

(9)

~~(10)~~

~~The restricted stock shown in this table is based upon the~~

Represents a grant of restricted ~~stock Mr. Lester on August 5, 2013~~shares in ~~connection~~February 2016, with ~~his appointment as~~vesting conditioned upon achievement of USAT Logistics performance goals set by the Executive ~~Vice President, Risk Management~~Compensation Committee, with a measurement period from January 1, 2018 through December 31, 2018 and ~~Safety. His restricted shares~~an early performance period of ~~common stock will vest in annual increments of one-fourth beginning August 5, 2014 and continuing~~any four consecutive quarters commencing with the fiscal quarter ended December 31, 2016 through ~~and including August 5, 2017.~~

~~(11)~~

~~The restricted stock shown in this table is based upon~~ the grant of restricted stock Mr. Overla on June 4, 2013 in connection with his appointment as Executive Vice President, Truckload Operations. His restricted shares of common stock will vest in annual increments of one-fourth beginning June 4, 2014 and continuing through and including June 4, 2017.

~~(12)~~

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 Mr. 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,fiscal quarter ended September 30, 2018, subject to continued employment and certain other forfeiture and acceleration provisions. The amounts disclosed are based on the Company’s attainment of retained earnings growth. Increments that were set to vest on April 1, 2015, 2016, and 2017 were deemed forfeited during 2013 due to the Company not meeting the specified performance criteria. These shares will remain outstanding until their scheduled vesting date of April 1, 2015, 2016, and 2017, at which time their forfeiture will become effective. Thethreshold number of shares ~~deemed forfeit for Mr. Weindel for these three increments was 6,564. Because it was conclusively determined prior to~~as the Company had not exceeded the threshold level of the performance criteria as of December 31, 2014 that such increments would be forfeited, the shares covered by such increments of this award did not represent potentially realizable compensation to Mr. Weindel at year end, and such shares are not included in this table.2017.

(10)

~~(13)~~

The restricted stock shown in this table is based upon the grant of restricted stock to certain officers of the Company, including Mr. 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.

~~(14)~~

~~Mr. Beckham resigned his position as Executive Vice President and Chief Financial Officer, effective September 30, 2014.~~

At December 31, ~~2014,~~2017, all unvested outstanding equity awards previously granted to Mr. ~~Beckham had been forfeited.~~Rogers were forfeited upon his resignation from the Company.

(11)	At December 31, 2017, all unvested outstanding equity awards previously granted to Mr. Kaiser were forfeited upon his resignation from the Company.

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Options Exercised and Stock Vested

The following table sets forth information regarding the values realized by our Named Executive Officers upon the ~~exercising of stock options and~~ vesting of restricted stock during ~~fiscal~~the year ~~2014.~~

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)($)
John M. Simone                                                                                      -- -- 18,750 256,500
Michael K. Borrows                                                                                      -- -- -- --
Jeffrey H. Lester                                                                                      -- -- 1,062 19,477
Russell A. Overla                                                                                      -- -- 879 15,664
Michael R. Weindel, Jr.                                                                                      11,247 65,374 1,501 22,641
Clifton R. Beckham                                                                                      14,087 38,020 2,449 36,424

ended December 31, 2017.

	Stock Awards
Name	Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)⁽¹⁾
James D. Reed		9,457		81,898
Jason R. Bates		--		--
James A. Craig		931		7,774
Johannes “Werner” P. Hugo		--		--
Kimberly K. Littlejohn		--		--
John R. Rogers		5,451		52,657
Joseph M. Kaiser		377		3,416

(1)

~~(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.~~vesting date.

Director Compensation

The following table sets forth information concerning compensation for the last fiscal year for our ~~nonemployee~~non-employee directors.

Name
Fees Earned or Paid in
Cash ($)(1)
Stock Awards ($) Total ($)
Robert A. Peiser 60,750 59,984  (2) 120,734
Terry A. Elliott (3) 47,552 24,997  (4) 72,549
William H. Hanna 51,500 24,997  (4) 76,497
Richard B. Beauchamp 50,500 24,997  (4) 75,497
James D. Simpson, III 32,000 24,997  (4) 56,997
Robert E. Creager 45,250 24,997  (4) 70,247
Vadim Perelman 21,000 -- 21,000
Thomas M. Glaser 17,500 -- 17,500
Alexander D. Greene 18,500 34,994  (5) 53,494
Gary R. Enzor 2,448 34,986  (6) 37,434

Name	Fees Paid in Cash ($)⁽¹⁾			Stock Awards ($)		Total ($)
Robert A. Peiser		176,000	⁽²⁾		--		176,000
Robert E. Creager		107,000	⁽³⁾		--		107,000
Alexander D. Greene		108,500	⁽³⁾		--		108,500
Gary R. Enzor		107,500	⁽³⁾		--		107,500
Thomas M. Glaser		92,000	⁽³⁾		--		92,000
Barbara J. Faulkenberry		102,000	⁽³⁾		--		102,000
M. Susan Chambers		117,000	⁽³⁾		--		117,000

(1)

~~(1)~~

Represents fees ~~earned~~paid based on meetings held during ~~2014.~~

2017.

(2)

~~(2)~~

Mr. Peiser was ~~granted 3,705~~paid $85,000 cash with which to purchase shares of ~~restricted~~ stock ~~May 23, 2014, which will vest on~~in the ~~date of the 2015 Annual Meeting.~~open market.

(3)

~~(3)~~

~~Effective September 18, 2014, Mr. Elliott retired as a member of the Board of Directors~~

Messrs. Creager, Greene and ~~all committees thereof.~~

~~(4)~~

~~Messrs. Elliott, Hanna, Beauchamp, Simpson,~~Enzor and ~~Creager~~Mses. Faulkenberry and Chambers were paid $40,000 cash each, ~~granted 1,544~~with which to purchase shares of ~~restricted~~ stock ~~on May 23, 2014, which will vest on~~in the ~~date of the 2015 Annual Meeting.~~open market.

~~(5)~~

~~Mr. Greene was granted 2,078 shares of restricted stock on May 29, 2014, which will vest on the date of the 2015 Annual Meeting.~~

~~(6)~~

~~Mr. Enzor was granted 2,020 shares of restricted stock on September 18, 2014, which will vest on the date of the 2015 Annual Meeting.~~

Narrative to Director Compensation

~~From January 1, 2014, to July 29, 2014, each~~

Each nonemployee, non-chair director was paid, on a quarterly basis, an annual cash retainer of ~~$25,000,~~$35,000, and a ~~$25,000 equity~~$40,000 retainer consisting of ~~restricted shares of our common stock.~~cash with which to purchase stock in the open market. The Chairman was paid, on a quarterly basis, an annual cash retainer of ~~$45,000,~~$55,000, and ~~a $60,000~~an $85,000 annual ~~equity~~ retainer consisting of ~~restricted~~cash with which to purchase stock in the open market. To preserve shares ~~of our common stock. All~~under the Incentive Plan for incentive compensation to key employees when such shares ~~granted shall vest on the date~~were limited, especially in light of the ~~2015 Annual Meeting. The~~Company’s stock price at the time that required the issuance of more shares when granting equity awards, the Board of Directors elected to ~~all nonemployee directors are determined based on~~receive their customary annual equity award in cash and each director then used the ~~closing price of our common stock on~~proceeds to purchase shares in the ~~date of the grant, May 23, 2014, and are subject to certain acceleration and forfeiture provisions.~~open market. Nonemployee directors ~~did not~~ receive per-meeting fees for attending Board meetings ~~but did receive fees~~in the amount of $1,000 for ~~attending committee meetings.~~

~~From January 1, 2014, to July 29, 2014, the Chairman~~each meeting attended in person and $500 for each meeting attended telephonically.

The Chair of the Audit Committee was paid, on a quarterly basis, an annual cash retainer of $7,500, in addition to a $5,000 cash annual retainer paid, on a quarterly basis, to all members of the Audit Committee. From January 1, 2015 through May 7, 2015, Audit Committee members were also paid a fee of ~~$500~~$1,000 per Audit Committee meeting attended in person and ~~$250~~$500 per meeting attended via teleconference.

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The ~~Chairman~~Chair of the Executive Compensation Committee was paid, on a quarterly basis, an annual cash retainer of ~~$2,000, in addition to~~$5,000, Mr. Peiser was paid, on a ~~$1,000~~quarterly basis, a $3,500 annual cash retainer ~~paid to~~for his membership on the Executive Compensation Committee, and all other members of the Executive Compensation ~~Committee.~~Committee were paid, on a quarterly basis, a $1,000 annual cash retainer. Executive Compensation Committee members were also paid a fee of ~~$500~~$1,000 per Executive Compensation Committee meeting attended in person and ~~$250~~$500 per meeting attended via teleconference.

The ~~Chairman~~Chair of the Nominating and Corporate Governance Committee was paid, on a quarterly basis, an annual cash retainer of ~~$2,000,~~$5,000, in addition to a $2,000 annual cash ~~retained~~retainer paid, on a quarterly basis, to all members of the Nominating and Corporate Governance Committee. ~~No members of the~~ Nominating and Corporate Governance Committee members were also paid a fee ~~for attending meetings~~ of ~~the Nominating and Corporate Governance Committee.~~

Effective July 29, 2014, the annual cash retainers for our nonemployee, non-chair directors was increased to $35,000. The annual cash retainer for our Chairman was increased to $55,000. The annual cash retainers for the Chairmen of the Executive Compensation Committee and$1,000 per Nominating and Corporate Governance Committee meeting attended in person and $500 per meeting attended via teleconference.

The Chair of the Technology Committee was paid, on a quarterly basis, an annual cash retainer of $5,000, in addition to a $2,000 annual cash retainer paid, on a quarterly basis, to all members of the Technology Committee. Technology Committee members were ~~increased to $5,000 each. All other cash compensation arrangements remained unchanged.~~

also paid a fee of $1,000 per Technology Committee meeting attended in person and $500 per meeting attended via teleconference.

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

~~Directors~~Stock Ownership and Anti-Hedging and Pledging Policy.

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

Pay Ratio Disclosure

We provide fair and equitable compensation to our employees through a combination of competitive base pay, incentives, retirement plans and other benefits. We are disclosing the following pay ratio and supporting information, which compares the annual total compensation of our employees other than Mr. Reed (including full-time, part-time, seasonal and temporary employees) and the annual total compensation of Mr. Reed, our President and CEO, as required by Section 953(b) of the Dodd-Frank Act. The pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

For 2017, our last completed fiscal year:

•

The median of the annual total compensation of all employees of USA Truck, Inc. (other than our CEO) was $37,468; and

•

The annual total compensation of our CEO, as reported in the Summary Compensation Table included in this Proxy Statement, was $1,039,205. The annualized annual total compensation was $1,046,000.

Based on this information, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all other employees was 27.9 to 1.

To determine the pay ratio, we took the following steps:

We determined that as of December 31, 2017, our employee population consisted of approximately 3,400 individuals, all located in the United States. This population consists of our full-time, part-time, temporary and seasonal employees.

To identify the median employee, we compared the base pay of our employees as reflected in our payroll records for 2017, which was our measurement period. We selected the determination date and measurement period because they are recent periods for which employee census and compensation information are readily available.

We selected annual salary as our compensation measure because it is readily available in our existing payroll systems, it is consistently calculated for each employee, and because it is a reasonable proxy for total compensation for purposes of determining the median employee.

Once we identified our median employee, we calculated such employee’s annual total compensation for 2017 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in that employee’s annual total compensation of $37,468. The median employee’s annual total compensation includes salary and overtime pay, as well as incentive payments, retirement plan benefits, company matching contributions to the 401(k) employee savings plan, and the cost of health and other benefits.

We had two individuals in the role of CEO during 2017. We elected to use the compensation of Mr. Reed, the active CEO as of December 31, 2017, for purposes of determining the CEO pay ratio. Mr. Reed became CEO in January 2017. In determining Mr. Reed’s compensation, we adjusted the compensation reported on the Summary Compensation Table to reflect his compensation as if he were CEO for the full calendar year, by increasing his base salary and Incentive Plan award amount as if he were CEO effective January 1, 2017. The base salary used was annualized at the full year CEO rate of $400,000. The Incentive Plan award amount used was originally calculated using the full year CEO rate of $400,000, and was not adjusted. For purposes of calculating the CEO Pay Ratio, this resulted in total annual compensation of $1,046,000 for the CEO as opposed to the amount shown on Summary Compensation Table of $1,039,205.

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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 ~~three~~two nominees for election at the Annual Meeting), each Named Executive Officer, and all current directors and executive officers as a group, including the beneficial ownership of our ~~common stock~~Common Stock as of March ~~13, 2015~~22, 2018 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,~~Common Stock, our only class of voting securities, as of March ~~13, 2015.~~22, 2018. 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, her or it.

Common Stock
Beneficially Owned
Name and (if applicable) Address
Number of
Shares*

Percent of
Class
Directors:
John M. Simone                                                                                          83,495 (1) **
James D. Simpson, III                                                                                          10,557 (1) **
William H. Hanna                                                                                          50,044 (1)(2) **
Richard B. Beauchamp                                                                                          10,710 (1) **
Robert A. Peiser                                                                                          43,438 (3) **
Robert E. Creager                                                                                          9,158 (1) **
Vadim Perelman                                                                                          -- (1) **
Thomas M. Glaser                                                                                          -- (1) **
Alexander D. Greene                                                                                          2,078 (1) **
Gary R. Enzor                                                                                          2,020 (1) **

Named Executive Officers (Excluding Persons Named Above):
Michael K. Borrows                                                                                          6,042 (1) **
Jeffrey H. Lester                                                                                          10,482 (1) **
Russell A. Overla                                                                                          9,060 (1) **
Michael R. Weindel                                                                                          39,348 (4) **
Clifton R. Beckham                                                                                          3,894 (5) **
All Current Directors and Executive Officers as a Group (15 Persons) 283,365 (6) 2.7%

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 (7) 14.6%
950 Third Avenue, 17th Floor, New York, New York 10022

Baker Street Capital L.P., Baker Street Capital Management, LLC, Baker Street Capital GP, LLC, and Vadim Perelman 1,400,000 (8) 13.2%
12400 Wilshire Blvd. Suite 940, Los Angeles, California 90025
Dimensional Fund Advisors LP                                                                                          845,021 (9) 8.0%
Palisades West, Building One, 6300 Bee Cave Road, Austin, Texas 78746
Knight Transportation, Inc., and Knight Capital Growth LLC 839,101 (10) 7.9%
5601 West Buckeye Road, Phoenix, Arizona 85043
James B. Speed                                                                                          720,063 (11) 6.8%
2323 So. 40th Street, Fort Smith, Arkansas 72903

	Common Stock Beneficially Owned
	Number of			Percent
Name and (if applicable) Address	Shares*			of Class
Directors:
James D. Reed		88,084			1.1	%
Robert A. Peiser		67,785	⁽¹⁾		**
Robert E. Creager		25,996			**
Thomas M. Glaser		18,227			**
Alexander D. Greene		27,006			**
Gary R. Enzor		35,948			**
Barbara J. Faulkenberry		11,298			**
M. Susan Chambers		9,350			**
Named Executive Officers (Excluding Persons Named Above):
Jason R. Bates		45,058			**
James A. Craig		111,523			1.4	%
Johannes P. Hugo		30,273			**
Kimberly K. Littlejohn		6,138			**
John R. Rogers***		10,902	⁽²⁾		**
Joseph M. Kaiser***		819	⁽³⁾		**
All Current Directors and Executive Officers as a Group (14 Persons)		492,987	⁽⁴⁾		6.0	%
Flint Ridge Capital LLC, Flint Ridge Partners, L.P. and John P. Szabo, Jr.		751,187	⁽⁵⁾		9.1	%
16 School Street, Second Floor, Rye, New York 10580
James B. Speed		720,063	⁽⁶⁾		8.7	%
2323 So. 40^th Street, Fort Smith, Arkansas 72903
Dimensional Fund Advisors LP	��	701,992	⁽⁷⁾		8.5	%
Building One, 6300 Bee Cave Road, Austin, Texas 78746
Portolan Capital Management, LLC and George McCabe.		421,597	⁽⁸⁾		5.1	%
2 International Place, FL 26, Boston, Massachusetts 02110

*	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.~~Common Stock.

***	The individual was a Named Executive Officer in 2017 however his employment was terminated before March 22, 2018.

(1)	~~The beneficial owner has no shares under options that are presently exercisable or that are exercisable within 60 days following March 13, 2015.~~

~~(2)~~	Mr. ~~Hanna~~Peiser has voting and dispositive power with respect to ~~50,044~~67,785 shares that he beneficially owns. Of those ~~50,044~~67,785 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) 10,000 shares~~all are held of record in a revocable trust of which he is ~~trustee, (d) 5,200~~trustee.

(2)	This information is based on the 97,691 shares reported on Mr. Rogers’ last Form 4 filed with the SEC on January 19, 2016, less the 86,789 shares forfeited upon his separation from the Company.

(3)	This information is based on the 17,555 shares reported on Mr. Kaiser’s last Form 4 filed with the SEC on March 10, 2017, less the 16,736 shares forfeited upon his separation from the Company.

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(4)	The other executive officers are ~~held of record in an irrevocable trust of which he is trustee,~~Cheryl L. Stone and ~~(e) 1,544 shares are held of record by~~Zachary B. King. Ms. Stone beneficially owns 10,265 shares. Mr. ~~Hanna himself.~~King beneficially owns 6,036 shares.

(5)
~~(3)~~	Mr. Peiser has voting and dispositive power with respect to 43,438 shares that he beneficially owns. Of those 43,438 shares (a) 12,197 shares are held of record in a revocable trust of which he is trustee, (b) 25,511 shares are held of record by Mr. Peiser himself, and (c) 5,730 shares are those Mr. Peiser has the right to acquire pursuant to options presently exercisable or exercisable within 60 days following March 13, 2015.

~~(4)~~	~~The amount shown includes 417 shares of common stock Mr. Weindel has the right to acquire pursuant to options presently exercisable or exercisable within 60 days following March 13, 2015.~~

~~(5)~~	~~Effective September 30, 2014, Mr. Beckham resigned his position as Executive Vice President and Chief Financial Officer, upon which Mr. Beckham forfeited all unvested restricted stock.~~

~~(6)~~	This information is based solely on a report on Schedule ~~13D~~13G/A filed with the SEC on ~~February 26, 2015,~~January 29, 2018, by ~~Stone House~~Flint Ridge Capital, ~~Management,~~ LLC, ~~SH Capital~~Flint Ridge Partners L.P.~~, Mark Cohen, Baker Street~~ and John P. Szabo, Jr. Flint Ridge Capital, ~~L.P., Baker Street Capital Management, LLC, Baker Street Capital GP, LLC, and Vadim Perelman. Stone House Capital Management,~~ LLC has sole voting power with respect to no shares, shared voting power with respect to ~~1,550,000~~549,166 shares, sole dispositive power with respect to no shares and shared dispositive power with respect to ~~1,550,000~~549,166 shares. ~~SH Capital~~Flint Ridge Partners L.P., has sole voting power with respect to 1,550,000 shares, shared voting power with respect to no shares, sole dispositive with respect to 1,550,000 shares and shared dispositive power with respect to no shares. Mark CohenL.P has sole voting power with respect to no shares, shared voting power with respect to ~~1,550,000~~549,166 shares, sole dispositive power with respect to no shares and shared dispositive power with respect to ~~1,550,000~~549,166 shares. ~~Information is as of February 25, 2015~~

~~(7)~~	This information is based solely on a report on Schedule 13D filed with the SEC on February 26, 2015, by Baker Street Capital L.P., Baker Street Capital Management, LLC, Baker Street Capital GP, LLC, Vadim Perelman, Stone House Capital Management, LLC, SH Capital Partners, L.P., and Mark Cohen. Baker Street Capital L.P.John P. Szabo, Jr., has sole voting power with respect to ~~1,400,000~~202,021 shares, shared voting power with respect to no549,166 shares, sole dispositive ~~power~~ with respect to ~~1,400,000~~202,021 shares and shared dispositive power with respect to no shares. 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. Baker Street Capital GP, LLC, 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. 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. Information is as of February 25, 2015.

~~(8)~~	This information is based solely on a report on Schedule 13G/A filed with the SEC on February 5, 2015, which indicates that Dimensional Fund Advisors LP, an investment advisor, has sole voting power with respect to 818,514 shares, shared voting power with respect to no shares, sole dispositive power with respect to all 845,021 shares and shared dispositive power with respect to no549,166 shares. Information is as of December 31, ~~2014.~~2017.

(6)
~~(9)~~	This information is based solely on a report on Schedule 13D/A filed with the SEC on March 6, 2015. Knight Transportation, Inc. and Knight Capital Growth LLC, have sole voting power with respect to no shares, shared voting power with respect to 839,101 shares, sole dispositive power with respect to no shares and shared dispositive power with respect to 839,101 shares. Information is as of March 4, 2015.

~~(10)~~	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~~Common Stock held by Mr. Speed’s wife (of which Mr. Speed disclaims beneficial ownership) and (b) 17,669 shares of ~~common stock~~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.

(7)

This information is based solely on a report on Schedule 13G/A filed with the SEC on February 9, 2018, which indicates that Dimensional Fund Advisors LP, an investment advisor, has sole voting power with respect to 674,381 shares, shared voting power with respect to no shares, sole dispositive power with respect to all 701,992 shares and shared dispositive power with respect to no shares. Information is as of December 31, 2017.

(8)

This information is based solely on a report on Schedule 13G/A filed with the SEC on February 14, 2018, which indicates that Portolan Capital Management, LLC, has sole voting power with respect to 421,597 shares, shared voting power with respect to no shares, sole dispositive power with respect to all 421,597 shares and shared dispositive power with respect to no shares. Information is as of December 31, 2017.

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, ~~2014,~~2017, there were no transactions involving a ~~"related person,"~~“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 directors and executive officers, or otherwise known to the Audit Committee or to us.

PROPOSAL TWO: ADVISORY AND NON-BINDING APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION

In accordance with certain requirements of Section 14A of the Exchange Act (which were added by the Dodd-Frank Wall Street Reform and Consumer Protection Act and the related rules of the SEC), we are including a non-binding stockholder vote on a resolution to approve the compensation of our Named Executive Officers (so-called “Say on Pay”).

We urge stockholders to read “Executive Compensation” beginning on page 14 of this Proxy Statement, which describes in detail our executive compensation objectives, policies and procedures, as well as the Summary Compensation Table and other related compensation tables and narrative disclosure, appearing on pages 34 through 39, which provide detailed information on the compensation of our Named Executive Officers.

The Board has adopted a policy of providing for an annual “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 16, 2018.”

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THE Board unanimously recommends A vote “FOR”APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION.

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

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table provides certain information, as of December 31, 2017, with respect to our compensation plans under which shares of Common Stock are authorized for issuance. The number of shares of Common Stock reflected in column (a) of the following table is comprised of 238,867 shares of unvested restricted stock granted under the Incentive Plan. The number of shares of Common Stock reflected in column (c) of the following table is comprised entirely of shares available for future grant under the Incentive Plan as of December 31, 2017. Shares of Common Stock underlying outstanding options granted under the Incentive Plan that are terminated or expire unexercised will be available for future grant.

	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted average exercise price of outstanding options, warrants and rights		Number of securities remaining eligible for future issuance under equity compensation plans (excluding securities reflected in column (a))
Plan Category	(a)		(b)⁽¹⁾		(c)
Equity Compensation Plans Approved by Security Holders		238,867	$	--		601,617

Equity Compensation Plans Not Approved by Security Holders		--	$	--		--
Total		238,867	$	--		601,617

(1)	No exercise price is reflected in this column, as restricted stock awards do not require the payment of an exercise price.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The independent registered public accounting firm we utilized during fiscal years ~~2014~~2017 and ~~2013~~2016 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, ~~2014~~2017 and ~~2013~~2016 for the audit of our consolidated financial statements and fees billed for other services rendered.

2014 2013
Audit Fees (a)
$ 382,200 $ 240,000

Other Fees:
Audit-Related Fees (b)
-- --
Tax Fees (c)
-- --
All Other Fees (d)
-- --

	2017		2016
Audit Fees^(a)	$	399,500	$	394,000

Other Fees:
Audit-Related Fees^(b)		--		--
Tax Fees^(c)		--		--
All Other Fees^(d)	$	--	$	--

(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~~controls over financial ~~reporting for 2014;~~reporting; (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)
~~(c)~~	Fees and expenses paid to our principal accountant for (i) tax compliance; (ii) tax planning; and (iii) tax advice.

(d)
~~(d)~~	Fees and expenses paid to our principal accountant for services other than audit fees, audit-related fees and tax fees.

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The Audit Committee selects the firm that performs the integrated audit of our consolidated financial statements and internal ~~control~~controls over financial reporting, determines the compensation of that firm and pre-approves all services of any type that firm renders to us. The Audit Committeehas 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.

PROPOSAL THREE:RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors has appointed Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018. Grant Thornton LLP served as the Company’s independent registered public accounting firm for 2017, and the services it provided to the Company and its subsidiary in 2017 are described under Principal Accounting Fees and Services above.

We are asking our stockholders to ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2018. Each proxy will be voted as directed on each proxy card; or in the absence of contrary instructions, each proxy will be voted for the ratification of Grant Thornton LLP. Although ratification is not required by our Bylaws or otherwise, the Board of Directors is submitting the selection of Grant Thornton LLP to our stockholders for ratification as a matter of good corporate practice.

THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2018.

In the event stockholders do not ratify the appointment, the appointment will be reconsidered by the Audit Committee. Even if the appointment is ratified, the Audit Committee in its discretion may select a different registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders.

STOCKHOLDER PROPOSALS

Under SEC rules and regulations, stockholder proposals intended to be presented at the ~~2016~~2019 Annual Meeting (other than proxy access nominations) must be received by the Company no later than December ~~12, 2015~~14, 2018 to be eligible for inclusion in our proxy statement and form of proxy for next year’s meeting. However, if the date of the ~~2016~~2019 Annual Meeting is more than thirty days before or after May ~~7, 2016,~~16, 2019, then the deadline for submitting any such stockholder proposal for inclusion in the proxy materials relating to the ~~2016~~2019 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 ~~2016~~2019 Annual Meeting without inclusion of such proposal in our proxy materials, we must receive notice of such proposal no earlier than ~~January 8, 2016~~January16, 2019 and no later than February ~~7, 2016.~~15, 2019. Any notice received prior to January ~~8, 2016~~16, 2019 or after February ~~7, 2016~~15, 2019 is untimely. However, if the date of the ~~2016~~2019 Annual Meeting is more than twenty-five days before or after May ~~7, 2016,~~16, 2019, 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 ~~2016~~2019 Annual Meeting was mailed or public disclosure of the date of the annual meeting otherwise was made, whichever occurs first.

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Proposals (other than proxy access nominations) must concern a matter that may be properly considered and acted upon at the Annual Meeting in accordance with applicable laws and regulations and our 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~~

The Board recently amended and restated the Company’s bylaws to include a proxy access provision. Under the amended and restated bylaws, stockholders who meet the requirements set forth in the amended and restated bylaws may submit director nominations for inclusion in the proxy materials. Proxy access nominations for the 2019 Annual Meeting must be received by the Company no earlier than November 14, 2018 and no later than December 14, 2018 assuming the date of the 2019 Annual Meeting is not more than thirty days before and not more than seventy days after April 13, 2019, and must meet all the requirements set forth in the amended and restated bylaws.

Any proposal (including proxy access nominations) 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 F. Marano~~ Jason R. Bates
	~~Secretary~~ Executive Vice President and Chief Financial Officer

April ~~10, 2015~~

13, 2018

Upon written request of any stockholder, we will furnish, without charge, a copy of our ~~2014~~2017 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,~~ Jason R. Bates, Chief Financial Officer of the Company, at our executive offices, 3200 Industrial Park Road, Van Buren, Arkansas 72956. The written request must state that as of March ~~13, 2015,~~22, 2018, the person making the request was a ~~beneficial~~beneficial owner of shares of our ~~common stock.~~

Common Stock.

~~YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.~~

~~Vote by Internet or Telephone - QUICK EASY~~

~~IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail~~

~~REVOCABLE PROXY~~ ~~USA TRUCK, INC.~~	Your phone or Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. Votes submitted electronically over the Internet or by telephone must be received by 7:00 p.m., Eastern Time, on May 6, 2015.

	~~INTERNET/MOBILE~~ – ~~www.cstproxyvote.com~~ ~~Use the Internet to vote your proxy. Have your proxy card available when you access the above website. Follow the prompts to vote your shares.~~

	~~PHONE – 1 (866) 894-0537~~ ~~Use a touch-tone telephone to vote your proxy. Have your proxy card available when you call. Follow the voting instructions to vote your shares~~

~~PLEASE SIGN, DATE AND RETURN THIS PROXY AS~~ ~~SOON AS POSSIBLE.~~	~~MAIL –~~ ~~Mark, sign and date your proxy card and return it in the postage-paid envelope provided~~

~~Detach card, sign, date and mail in postage paid envelope provided.~~
~~PROXY~~	~~Please mark~~ ~~your votes~~ ~~like this~~	x

~~1. Election of three (3) Class II directors for a term of office expiring at the 2018 Annual Meeting of Stockholders~~		~~WITHHOLD~~			~~FOR ALL~~	~~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.~~
	~~FOR ALL~~	~~ALL~~			~~EXCEPT~~
~~(01) Gary R. Enzor~~	☐	☐			☐	~~The stockholder acknowledges receipt of the Notice and Proxy Statement for the 2015 Annual Meeting of Stockholders and the annual report to stockholders for the year ended December 31, 2014.~~
~~(02) Vadim Perelman~~
~~(03) Thomas M. Glaser~~

~~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.~~						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 AND FOR THE APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION. THE PROXIES WILL VOTE IN THEIR SOLE DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.

	~~FOR~~		~~AGAINST~~	~~ABSTAIN~~
~~2. Advisory approval of the Company’s Executive Compensation~~	☐		☐	☐
~~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.~~

						~~COMPANY ID:~~

						~~PROXY NUMBER:~~

						~~ACCOUNT NUMBER:~~
~~Please be sure to date and sign this proxy card below.~~

~~Signature~~			~~Signature, if held jointly~~							~~Date _______, 2015.~~
(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.)

~~Important Notice Regarding the Internet Availability of Proxy~~

~~Materials for the Annual Meeting of Stockholders~~

~~ON-LINE ANNUAL MEETING MATERIALS:~~

~~http://www.cstproxy.com/usa-truck/2015~~

~~Detach card, sign, date and mail in postage paid envelope provided.~~

~~REVOCABLE PROXY~~

~~THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS~~

~~SECRETARY~~

~~USA TRUCK, INC.~~

~~3200 Industrial Park Road, Van Buren, Arkansas 72956~~

~~THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF STOCKHOLDERS MAY 7, 2015. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS ONE AND TWO.~~

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 7, 2015, 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.

~~(Continued and to be marked, dated and signed, on the other side)~~

o ☐	Preliminary Proxy Statement
o ☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x ☒	Definitive Proxy Statement
o ☐	Definitive Additional Materials
o ☐	Soliciting Material under §240.14a-12

x ☒	No fee required
o ☐	Fee computed on table below per Exchange Act Rules 14a-6(i)~~(4)~~(1) and 0-11.

What We Do
✓	Proxy access
✓	Majority vote policy for uncontested elections
✓	Independent Chairman of the Board
✓	Audit Committee, Executive Compensation Committee, Nominating and Corporate Governance Committee, and Technology Committee comprised of solely independent directors
✓	More than two-thirds of the Board comprised of independent directors
✓	Director Overboarding Policy
✓	Three audit committee members qualify as financial experts
✓	Regular executive sessions of independent directors
✓	Stock ownership guidelines for directors
✓	Stock ownership guidelines for named executive officers
✓	Anti-hedging and anti-pledging guidelines for senior executive officers and directors
✓	No related party transactions
✓	Board Retirement Policy
✓	Change in Principal Occupation Policy for non-employee directors
✓	At least 75% director attendance at all Board and Committee meetings
✓	Annual enterprise risk assessment

~~(1)~~	(1)	Title of each class of securities to which transaction applies:	N/A
~~(2)~~	(2)	Aggregate number of securities to which transaction applies:	N/A
~~(3)~~	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):	N/A
~~(4)~~	(4)	Proposed maximum aggregate value of transaction:	N/A
~~(5)~~	(5)	Total fee paid:	N/A

o ☐	Fee paid previously with preliminary materials.
o ☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

~~(1)~~	(1)	Amount previously paid:	N/A
~~(2)~~	(2)	Form, Schedule or Registration Statement No.:	N/A
~~(3)~~	(3)	Filing Party:	N/A
~~(4)~~	(4)	Date Filed:	N/A

GENERAL INFORMATION		1
REVOCABILITY OF PROXY		1
OUTSTANDING STOCK AND VOTING RIGHTS		1
REQUIRED AFFIRMATIVE VOTE AND VOTING PROCEDURES		1
PROPOSAL ONE: ELECTION OF DIRECTORS		2
Vote Required for Approval		2
Class II Director Nominees		2
CONTINUING DIRECTORS		3
Class III Directors		3
Class I Directors		4
CORPORATE GOVERNANCE		5
The Board of Directors and Its Committees		5
Board of Directors		5
Meetings		5
Director Independence		5
Risk Oversight		6
Board Leadership Structure		6
Committees of the Board of Directors		6
Executive Compensation Committee		6
Report of the Executive Compensation Committee		7
Executive Compensation Committee Interlocks and Insider Participation		8
Audit Committee		8
Report of the Audit Committee		9
Nominating and Corporate Governance Committee		10
Technology Committee		11
Executive Committee		11
Criteria and Diversity		12
Additional Corporate Governance Policies		12
Other Board and Corporate Governance Matters		13
EXECUTIVE OFFICERS		13
Section 16(a) Beneficial Ownership Reporting Compliance		14
EXECUTIVE COMPENSATION		14
Compensation Discussion and Analysis		14
Key Executive Compensation Program Changes		15
Overview		15
Philosophy and Objectives		16
Procedures for Determining Compensation		17
Benchmarking Compensation		18
Elements		18
Base Salary		18
Performance-Based Compensation		18
Other Elements of Compensation		22
Compensation Paid to Our Named Executive Officers		23
President and Chief Executive Officer Compensation Structure		23
Compensation of Our Other Named Executive Officers		23
Separation Agreements		29
Potential Payments Upon Termination or Change in Control		30
The Role of Stockholder Say-on-Pay Vote		32
Accounting and Tax Considerations		32
Compensation Decisions with Respect to 2018		33
Risks Regarding Compensation		34
Summary Compensation Table		34
Narrative to the Summary Compensation Table		36
Grants of Plan-Based Awards		37
Narrative to Grants of Plan-Based Awards		38
Outstanding Equity Awards at Fiscal Year-End		38

Options Exercised and Stock Vested		40
Director Compensation		40
Narrative to Director Compensation		40
Pay Ratio Disclosure		42
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND EXECUTIVE OFFICERS		43
CERTAIN TRANSACTIONS		44
PROPOSAL TWO: ADVISORY AND NON-BINDING APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION		44
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS		45

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		45
Principal Accounting Fees and Services		45
PROPOSAL THREE: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		46
STOCKHOLDER PROPOSALS		46

Name and Principal Position	Year	Salary ($)	Grant Date Fair Value of Stock and Option Awards (1)(2)($)	Options Awards (3)($)	Nonequity Incentive Plan Compensation ($)	All Other Compensation ($)(4)	Total ($)
John M. Simone (5)	2014	460,008	138,012	--	575,010	216,000	1,389,030
President and Chief Executive	2013	402,507	362,250	207,255	--	51,000	1,023,012
Officer
Michael K. Borrows	2014	57,542	44,993	--	75,000	4,900	182,435
Executive Vice President and
Chief Financial Officer
Jeffrey H. Lester	2014	266,339	77,993	--	259,992	64,998	669,322
Executive Vice President,	2013	106,330	25,998	--	--	--	132,328
Risk Management and Safety
Russell A. Overla	2014	233,654	67,511	--	225,000	57,250	583,415
Executive Vice President,	2013	130,385	22,496	--	--	19,750	172,631
Truckload Operations
Michael R. Weindel, Jr.	2014	219,139	64,491	--	215,004	54,751	553,385
Executive Vice President, SCS	2013	215,004	21,499	--	--	1,000	237,503
	2012	221,085	--	--	--	1,000	222,085
Clifton R. Beckham (6)	2014	270,610	--	--	--	75,000	345,610
Former Executive Vice President	2013	312,500	37,499	--	--	--	349,999
and Chief Financial Officer	2012	383,201	--	--	--	--	383,201

Name		Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)			Estimated Future Payouts Under Equity Incentive Plan Awards (2)			All Other Stock Awards: Number of Shares of Stocks or Units (#)	All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($) (3)
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)			Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($) (3)
John M. Simone	2/25/14	115,000	345,000	575,000	3,199	6,398	9,597	--	--	--	138,012
Michael K. Borrows	2/25/14	45,000	135,000	225,000	--	--	--	2,642	--	--	44,993
Jeffrey H. Lester	2/25/14	51,998	155,995	260,000	1,808	3,616	5,424	--	--	--	77,993
Russell A. Overla	2/25/14	45,000	135,000	225,000	1,565	3,129	4,694	--	--	--	67,511
Michael R. Weindel, Jr	2/25/14	43,001	129,002	215,004	1,495	2,990	4,485	--	--	--	64,491
Clifton R. Beckham	--	--	--	--	--	--	--	--	--	--	--

	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise (1)($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting (2)($)
John M. Simone	--	--	18,750	256,500
Michael K. Borrows	--	--	--	--
Jeffrey H. Lester	--	--	1,062	19,477
Russell A. Overla	--	--	879	15,664
Michael R. Weindel, Jr.	11,247	65,374	1,501	22,641
Clifton R. Beckham	14,087	38,020	2,449	36,424

Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)	Total ($)
Robert A. Peiser	60,750	59,984 (2)	120,734
Terry A. Elliott (3)	47,552	24,997 (4)	72,549
William H. Hanna	51,500	24,997 (4)	76,497
Richard B. Beauchamp	50,500	24,997 (4)	75,497
James D. Simpson, III	32,000	24,997 (4)	56,997
Robert E. Creager	45,250	24,997 (4)	70,247
Vadim Perelman	21,000	--	21,000
Thomas M. Glaser	17,500	--	17,500
Alexander D. Greene	18,500	34,994 (5)	53,494
Gary R. Enzor	2,448	34,986 (6)	37,434

	Common Stock Beneficially Owned
Name and (if applicable) Address	Number of Shares*		Percent of Class
Directors:
John M. Simone	83,495	(1)	**
James D. Simpson, III	10,557	(1)	**
William H. Hanna	50,044	(1)(2)	**
Richard B. Beauchamp	10,710	(1)	**
Robert A. Peiser	43,438	(3)	**
Robert E. Creager	9,158	(1)	**
Vadim Perelman	--	(1)	**
Thomas M. Glaser	--	(1)	**
Alexander D. Greene	2,078	(1)	**
Gary R. Enzor	2,020	(1)	**

Named Executive Officers (Excluding Persons Named Above):
Michael K. Borrows	6,042	(1)	**
Jeffrey H. Lester	10,482	(1)	**
Russell A. Overla	9,060	(1)	**
Michael R. Weindel	39,348	(4)	**
Clifton R. Beckham	3,894	(5)	**
All Current Directors and Executive Officers as a Group (15 Persons)	283,365	(6)	2.7%

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	(7)	14.6%
950 Third Avenue, 17th Floor, New York, New York 10022
Baker Street Capital L.P., Baker Street Capital Management, LLC, Baker Street Capital GP, LLC, and Vadim Perelman	1,400,000	(8)	13.2%
12400 Wilshire Blvd. Suite 940, Los Angeles, California 90025
Dimensional Fund Advisors LP	845,021	(9)	8.0%
Palisades West, Building One, 6300 Bee Cave Road, Austin, Texas 78746
Knight Transportation, Inc., and Knight Capital Growth LLC	839,101	(10)	7.9%
5601 West Buckeye Road, Phoenix, Arizona 85043
James B. Speed	720,063	(11)	6.8%
2323 So. 40th Street, Fort Smith, Arkansas 72903

		2014		2013
Audit Fees (a)	$	382,200	$	240,000

Other Fees:
Audit-Related Fees (b)		--		--
Tax Fees (c)		--		--
All Other Fees (d)		--		--