USA Truck : 2022 Proxy Statement

NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS

3200 Industrial Park Rd, Van Buren, Arkansas 72956

To Our Stockholders:

We are pleased to invite you	DATE & TIME
to join us for our 2022 Annual	Wednesday, May 18, 2022,
Meeting of Stockholders.	at 9:00 a.m., CDT

At the meeting, you will be asked to vote on the following proposals.

LOCATION RECORD DATE

7240 North Interstate 35E Waxahachie, TX 75165

March 25, 2022

Items of Business:

Board Recommendation

Page

1 2 3 4

Election of two (2) Class III directors for a term of office expiring at the 2025 Annual Meeting.

FOR each director

nominee

Advisory approval of the Company's executive compensation.

FOR

7 51

Ratification of the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for 2022.

FOR

53

Approval of the Third Amendment to the Incentive Plan.

FOR

54

The Company's Proxy Statement is submitted herewith. The approximate date on which the Company's Proxy Statement and the accompanying proxy are first being mailed to stockholders is April 11, 2022. The Annual Report for the year ended December 31, 2021, is being mailed to stockholders contemporaneously with the mailing of this Notice and Proxy Statement. Except to the extent it is incorporated by specific reference, the enclosed copy of our 2021 Annual Report is not incorporated into this Proxy Statement and is not deemed to be a part of the proxy solicitation material.

We have elected to provide access to our proxy materials both by:

• • sending you this full set of proxy materials, including a proxy card; and

• • notifying you of the availability of our proxy materials on the Internet.

This Notice of Meeting, Proxy Statement and our Annual Report to Stockholders for the fiscal year ended December 31, 2021, are available online and may be accessed athttp://www.cstproxy.com/usa-truck/2022. We encourage you to access and review all of the important information contained in the proxy materials before voting.

YOUR VOTE IS IMPORTANT.

To ensure your representation at the annual meeting, you are requested to promptly date, sign and return the accompanying proxy in the enclosed envelope. Returning your proxy now will not interfere with your right to attend the annual meeting or to vote your shares personally at the annual meeting, if you wish to do so. The prompt return of your proxy may save us additional expenses of solicitation.

Mail

Internet

If you choose to vote using the Internet, please refer to the specific instructions on the proxy card.

If you wish to vote using the proxy card, complete, sign and date your proxy card and return it to us before the meeting.

Owners who hold their shares in street name will need to obtain a voting instruction form from the institution that holds their stock and must follow the voting instructions given by that institution.

By order of the Board of Directors /s/ Charles Lane

Secretary

[THIS PAGE INTENTIONALLY LEFT BLANK]

3200 INDUSTRIAL PARK ROAD VAN BUREN, ARKANSAS 72956

MESSAGE FROM OUR CEO

To My Fellow Stockholders,

2021 was the best year of results in the history of USA Truck. By almost any measure - revenues, load count, profits, or returns - we have continued to make progress as we strive each day to become better performers and a better investment.

Those who have followed our story know that these results are the culmination of years of intentional management, a clear strategy, and focused execution that we outlined to investors in 2017.

The world has changed since we first outlined our plan. 2021 marked the second year of the worldwide pandemic and brought clarity to a new reality for "2021 was

managers everywhere: the labor environment has completely and permanently changed.

Company associates now expect to work remotely, they have many opportunities for other employment, and geography is no longer a limiting factor in finding a job. And the good news for us is that culture has been central to our reformation, flexibility has been a hallmark of our experience, and we have shown that we manage best and learn the most when managing through crisis. Our results suggest that we were prepared for this.

the best year of results in the history of USA Truck..."

Our theme in 2021 was "One Team in '21" and it could not have been more apropos. It was the year that we deepened customer relationships, refined and improved our network, considered more fully our long-term strategy, and saw the benefits of regionalization take even deeper hold.

The full review of our strategy led to three clear paths forward with a goal toward surpassing $1B in annual revenue with industry competitive returns by the end

• of 2024:

• 1) Densify the network east of I-35 - we see our best opportunity for densification and optimization with the highest returns through further investment and presence in the east. We believe densification matters.

• 2) Double the size of logistics - our logistics business closed 2021 with over $300M in revenues and represents a consistent source of cash flow with desirable return on invested capital characteristics. As we noted in our 4Q'21 earnings call, a majority of our revenues are now derived from asset light and non-asset sources.

• 3) Reduce the age of fleet - we see an opportunity to further improve our operating profits by effectively reducing the age of our fleet and improve fleet economics in the form of fuel economy, maintenance savings, and improved driver experience.

And when it comes to stewardship for stockholders, we had several accomplishments:

• • We published our first Environmental, Social and Corporate Governance report, outlining our performance on key measures that are, and have always been, important to us and stockholders

• • We continued to manage shares conservatively within the omnibus plan while retaining, recruiting, and managing a high-performing team

• • We delivered 121% improvement in share price from the end of 2020 to the end of 2021 and an return on invested capital of 11.3%

I am so proud of our team and excited for all that is to come. As we have experienced some recent success, we have seen an improvement in our vision - we have more ideas, more energy, and see more opportunities than we've ever seen before. Our theme in 2022 is "America's Trucker" which represents what we strive to be to our whole team, including our drivers, as well as our customers and stockholders. We move freight on trucks - whether on our assets, a third party's, or to and from the rail. It's what we do.

Our stockholders have an important role to play on this team too. It is through our conversations, feedback, shared expectations, and mutual commitment that USA Truck becomes a better company and a more consistently performing and rewarding investment for us all.

Your vote is important!

Each stockholder has an opportunity to contribute to the Company through our upcoming Annual Stockholder Meeting that will be held at 7240 North Interstate 35E, Waxahachie, Texas 75165 on Wednesday, May 18, 2022 at 9:00 a.m. CDT.

We encourage you to promptly vote your shares so your voice can be heard.

Thank-you in advance for expressing your voice through the voting process and thank-you for playing a critical role as part of USA Truck's 'One Team in '21'.

Sincerely,

James D. Reed

President and Chief Executive Officer

Table of Contents

PROXY SUMMARY About the Meeting

12019 EIP Forfeiture 38

1Potential Payments Upon Termination or Change

Who We Are & What We Do

2In Control 38

Business Strategy Update & 2021 Business Results Corporate Governance Highlights & Best Practices 2021 Compensation Highlights

3Accounting and Tax Considerations 40

4Compensation Decisions with Respect to 2022 41

52022 Salary 41

PROPOSAL ONE: ELECTION OF DIRECTORS Criteria and Diversity

72022 Management Cash Bonus Plan 41

82022 EIP 36

Board of Director Composition Board of Director Qualifications Class III Director Nominees CONTINUING DIRECTORS CORPORATE GOVERNANCE

9Risks Regarding Compensation 43

10Summary Compensation Table 44

11Narrative to the Summary Compensation Table 45

12Grants of Plan-Based Awards 45

15Narrative to Grants of Plan-Based Awards 46

The Board of Directors and Its Committees Meetings

15Outstanding Equity Awards at Fiscal Year-End 46

16Options Exercised and Stock Vested 48

Board of Directors - Director Independence Risk Oversight

16Pay Ratio Disclosure 48

17SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

Board Leadership Structure Committees of the Board of Directors Executive Compensation Committee

17OWNERS, DIRECTORS AND EXECUTIVE

18OFFICERS 49

18Certain Transactions 50

Report of the Executive Compensation Committee Executive Compensation Committee Interlocks and

19PROPOSAL TWO: ADVISORY AND NON-BINDINGAPPROVAL OF THE COMPANY'S EXECUTIVE

Insider Participation

19COMPENSATION 51

Audit Committee

20INDEPENDENT REGISTERED PUBLIC

Report of the Audit Committee

21ACCOUNTING FIRM 52

Nominating and Corporate Governance Committee Strategy and Risk Committee

22Principal Accounting Fees and Services 52

25PROPOSAL THREE: RATIFICATION OF

Technology Committee Executive Committee

25APPOINTMENT OF INDEPENDENT REGISTERED

25PUBLIC ACCOUNTING FIRM 53

Other Board and Corporate Governance Matters Director Compensation

• 25PROPOSAL FOUR: APPROVAL OF

• 26THE THIRD AMENDMENT TO THE

Narrative to Director Compensation EXECUTIVE OFFICERS EXECUTIVE COMPENSATION Compensation Discussion and Analysis

26INCENTIVE PLAN 54

27Summary 54

28Introduction 54

Key Features of Our Executive Compensation

28Provisions Designed to Protect Stockholders 56Desription of the Incentive Plan and the Third

Program

28Ammendment to the Incentive Plan 41

Philosophy and Objectives

28SECURITIES AUTHORIZED FOR ISSUANCE

Procedures for Determining Compensation Benchmarking Compensation

30UNDER EQUITY COMPENSATION PLANS 66

30STOCKHOLDER PROPOSALS 67

Elements of Compensation

31GENERAL INFORMATION 68

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

33Revocability of Proxy 68

Outstanding Stock and Voting Rights 68

Compensation of Our Other Named Executive Officers 33Required Affirmative Vote and Voting 69

2021 Management Cash Bonus Plan 34

2021 EIP 36

2021 Retention Grant 38