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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A

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Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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USA TRUCK INC.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS
		3200 Industrial Park Rd, Van Buren, Arkansas 72956

To Our Stockholders:

We are pleased to invite you to join us for our 2021 Annual Meeting of Stockholders.	​	DATE & TIME	​	VIRTUAL MEETING	​	RECORD DATE
						Friday, May 7, 2021, at 9:00 a.m., CDT		http://www.viewproxy.com/ usatruck/2021		March 24, 2021

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

Items of Business:		Board Recommendation		Page
1	Election of two (2) Class II directors for a term of office expiring at the 2024 Annual Meeting.		FOR each director nominee	7
2	Advisory approval of the Company’s executive compensation.		FOR	54
3	Ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2021.		FOR	56

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 2, 2021.  The Annual Report for the year ended December 31, 2020, 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 2020 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:

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

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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, 2020, are available online and may be accessed at http://www.cstproxy.com/usa-truck/2021.  We encourage you to access and review all of the important information contained in the proxy materials before voting.

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3200 INDUSTRIAL PARK ROAD
VAN BUREN, ARKANSAS 72956

MESSAGE FROM OUR CEO To My Fellow Stockholders, 2020 began unlike any year we could have imagined and ended with a company we believe is safer, stronger and better positioned to thrive than at any time in its history. As the global crisis unfolded, our immediate responsibilities were to protect the health and safety of our employees and drivers, keep freight moving and safeguard our stockholders’ interests in a turbulent and unpredictable market. Drawing on our contingency plans and experience with the 2019 flood in Van Buren, Arkansas, we quickly relocated people to remote work arrangements, installed the infrastructure to accommodate an extended WFH regime, and instituted health and safety protocols across our network to ensure the well-being of all our employees and drivers. And everyone stepped up.  Our drivers selflessly took on the ever more essential role of keeping freight moving; our customers affirmed their commitments as we provided timely, high quality service in an uncertain and rapidly changing environment; and new customers recognized our safety and performance achievements in awarding significant new business to our Trucking and USAT Logistics segments. Our efforts to achieve peer level performance also continued throughout the pandemic.  We launched new locations in Waxahachie, Texas and Carlisle, Pennsylvania; fully deployed our regionalized strategy; expanded our customer presence by growing and diversifying both our Trucking and USAT Logistics segments; and capitalized on our process and systems investments to increase utilization and yield across our network.  We expect the improvements from these actions to be both immediate and enduring.
	​	“2020 began unlike any year we could have imagined and ended with a company we believe is safer, stronger and better positioned to thrive...”

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Proxy Summary

This summary highlights selected information contained in this proxy statement. Please read the entire proxy statement carefully before voting your shares.

PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING

Proposal 1	Election of Two Class II Directors for a Three-Year Term
	The Board of Directors recommends that you vote FOR each director nominee. These individuals bring a range of relevant experiences and overall diversity of perspectives that is essential to good governance and leadership of our company. Our remaining Class II Director, Thomas M. Glaser, is not standing for re-election.	(see pages 7 - 12)

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	James D. Reed	​		Gary R. Enzor
	​			President, Chief Executive Officer and Director Mr. Reed joined USA Truck in November 2016, bringing more than two decades of multi-faceted experience in trucking, logistics, finance and business development. Mr. Reed’s extensive experience includes 15 years of leading finance in public companies.	​	​	Director Mr. Enzor has served as Chairman and CEO of Quality Distribution, Inc. (“Quality Distribution”) since 2013. Mr. Enzor’s considerable experience includes a thorough knowledge of the transportation and trucking industry, as well as his prior executive experience with multiple Fortune 100 companies.
Appointed 2016		​	Appointed 2014

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Proposal 2	Advisory Approval of the Company’s Executive Compensation
	The Board of Directors recommends that you vote FOR this “Say-on-Pay” advisory proposal because our compensation program encourages attainment of our long-term initiatives, retention of a strong senior management team,  minimizes stockholder dilution in a time of uncertainty and aligns senior management compensation with stockholder interests.	(see pages 27 - 54)

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Proposal 3	Approval of Grant Thornton LLP as the Company’s Independent Public Accounting Firm
	The Board of Directors recommends that you vote FOR this proposal because of the company’s longstanding relationship with Grant Thornton, their knowledge of the Company, and our satisfaction with their work.	(see pages 55 - 56)

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WHO WE ARE & WHAT WE DO

USA Truck provides comprehensive capacity solutions to a broad and diverse customer base throughout North America.  Our Trucking and USAT Logistics operating segments blend an extensive portfolio of asset and asset-light services, offering a balanced approach to supply chain management including customized truckload, dedicated contract carriage, intermodal and third-party logistics freight management services.

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COMPANY VALUES

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Integrity	Trust			Teamwork		Accountability			Commitment
✓ We act with honesty and integrity; demonstrate fairness, openness, and clear boundaries in all our interactions, behaviors, and practices within the organization and with our guests, stakeholders, and the wider community. ​ ✓ Our actions reflect safety as the highest priority.	✓ We are widely trusted, direct, truthful, and present the unvarnished truth in an appropriate and helpful manner. ​ ✓ We keep confidences, admit mistakes, and never misrepresent for personal gain.			✓ We are supportive of each other’s efforts and loyal to one another. ​ ✓ We are driven by collaboration, respect, communication, and accountability. ​ ✓ Together, everyone achieves more.		✓ We accept responsibility for our actions. ​ ✓ We make and support business decisions through experience and good judgment. ​ ✓ We realize that safety beats ROI.			✓ We are passionate about solving problems. ​ ✓ We are intensely focused on serving our clients and helping them achieve their business objectives. ​ ✓ We do what we say we are going to do. ​ ✓ As individuals and as an organization, we create value.

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CORPORATE GOVERNANCE HIGHLIGHTS
& BEST PRACTICES

We have tailored our corporate governance practices to reflect the Company’s culture, strategy and performance.

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CONTINUING DIRECTORS	​	CONTINUING INDEPENDENT DIRECTORS	​	CONTINUING DIRECTOR AVERAGE AGE	​	CONTINUING DIRECTOR AVERAGE TENURE	​	DIRECTOR RETIREMENT AGE	​	FEMALE AND MINORITY DIRECTORS
7	​	6	​	61	​	5.3	​	75	​	3

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Director Retirement Policy	​	​	Majority Vote Policy	​	​	Change in Principal Occupation Policy
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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.	​	​	A director who is subject to an uncontested election at a 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.	​	​	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.
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Outside Board Membership Policy	​	​	Proxy Access	​	​	Clawback Policy
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Board members must advise the Nominating and Corporate Governance Committee before accepting membership on other public boards of directors, 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.	​	​	Eligible stockholders owning 3% or more of our Common Stock 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. Our proxy access provision allows for unlimited aggregation by stockholders to reach the 3% ownership threshold. 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.	​	​	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 incentive-based compensation (including cash- and equity-based incentive compensation) paid or granted to such employee 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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Equity Retention Policy	​	​	Anti-Hedging and Pledging Policy	​	​	Director Overboarding
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Our CEO, CFO and other named executive officers and non-employee directors are required to build and retain equity ownership in the Company over time through equity grants, expressed as multiples of annual base salary or cash retainer for Board service, as applicable.	​	​	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.	​	​	No non-employee director should serve as a director of more than four public companies, including the Company, and no director who is also the CEO of the Company should serve as a director of more than one public company, excluding the Company.

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2020 COMPENSATION HIGHLIGHTS

BEST PRACTICES

OUR COMPENSATION OBJECTIVES AND PRINCIPLES

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2020 COMPENSATION ELEMENTS

Overarching Goals of our Compensation Program:
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​	Create Alignment	Align compensation with our business objectives and the interests of our stockholders and reward the achievement of corporate goals.
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​	Reward Performance	Encourage and reward high levels of performance
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​	Mitigate Risk	Mitigate potential risk relating to short-term incentives
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​	Attract and Retain	Attract and retain executive officers who contribute to our long-term success
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Element	Form	Fixed/Variable	Term	Ties to Goals
Base salary	Cash	Fixed	Short-term	✓  Reward Performance ✓  Attract & Retain
Performance-Based Annual Bonus	Cash	Variable	Short-Term	✓  Create Alignment ✓  Reward Performance ✓  Attract & Retain
Equity	Time-Based Equity Grants for all NEOs Performance-Based Equity Grant for CEO	Fixed & Variable	Long-Term & Short-Term	✓  Create Alignment ✓  Reward Performance ✓  Attract & Retain ✓  Mitigate Risk ✓  Align with our long-term initiatives

In addition to the above, our NEOs are eligible to participate in all of our employee benefit plans on the same basis as other employees.  For 2021, all NEOs were granted both performance-based equity awards and time-based equity awards as further discussed in “Executive Compensation – Compensation Discussion and Analysis – Compensation Decisions with Respect to 2021 – 2021 EIP.”

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CRITERIA AND DIVERSITY

In considering whether to recommend a 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, 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.  A copy of the Nominating Corporate Governance Committee’s charter, as of March 23, 2021, is available at our website, http://usa-truck.com, under the “Governance” tab of the “Investor Relations” menu.

The Nominating and Corporate Governance Committee seeks nominees with a broad diversity of experience, professions, skills, geographic representation and backgrounds.  The Nominating and Corporate Governance Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees.  The Nominating and Corporate Governance Committee is responsible for the identification and recruitment of suitable prospective director candidates and has the sole authority to hire an independent search firm to identify director candidates.  With Mr. Glaser’s retirement from the Board following the 2021 Annual Meeting, the Nominating and Corporate Governance Committee engaged an independent search firm in order to fill the vacancy left by Mr. Glaser’s retirement and to reinforce the Board’s commitment to having directors that reflect the diversity of the Company’s stakeholders.  The Nominating and Corporate Governance Committee conducted extensive interviews with candidates that were identified and recommended for consideration as a director on our Board by an independent search firm.   After evaluating the qualifications, background and experience of each candidate using the criteria set forth in Exhibit A to the Nominating and Corporate Governance Committee charter, the Nominating and Corporate Governance Committee recommended to the Board that Rajan C. Penkar be appointed as a director to our Board.  On March 1, 2021, the Board approved Mr. Penkar’s appointment to the Board as a Class I Director.  Mr. Penkar brings to the Company senior leadership experience in logistics, supply chain, technology, strategic planning, and risk management with having previously served as Senior Vice President and President, Supply Chain for Sears Holding Corporation and President, UPS Customer Solutions for United Parcel Service, Inc.  The appointment of Mr. Penkar furthers the Company’s commitment to having a Board that reflects diversity in gender, ethnicity, experience, and skills.

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2021 ANNUAL		PROPOSAL ONE: ELECTION OF DIRECTORS
PROXY STATEMENT

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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 other basis proscribed by law.  The table below provides information on the composition of our proposed nominees and continuing directors.

Board of Director Composition

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In order to be considered by the Board, a 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.  The table below provides information on the qualifications, skills, characteristics, and experience of our proposed nominees and continuing directors.

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CLASS II DIRECTOR NOMINEES

James D. Reed

Gary R. Enzor

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Proxies may not be voted at the 2021 Annual Meeting for a greater number of persons than the two nominees named herein.  Each of the nominees has consented to serve if elected and, if elected, will serve until the 2024 Annual Meeting or until his successor is duly elected and qualified, or until his earlier resignation, death, or removal.

Class III and Class I directors are currently serving terms expiring in 2022 and 2023, respectively.  Class III directors are Robert E. Creager and Alexander D. Greene. Class I directors are Barbara J. Faulkenberry, M. Susan Chambers, and Rajan C. Penkar.  

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

James D. Reed		​	​	Key Skills
Age: 48 Served Since: 2017	Mr. Reed has served as President, Chief Executive Officer (“CEO”) and director since January 2017. He holds a Bachelor of Arts in History and a Master of Business Administration from Brigham Young University. We believe Mr. Reed’s extensive management and leadership experience, his thorough knowledge of the transportation and trucking industry and his role as President and CEO of the Company, which allows the Board of Directors to interface directly with senior management, qualifies him to serve as a member of our Board of Directors.	​	​	Public Company Experience ​ Financial Reporting ​ Industry ​ ESG ​ Risk Management ​ Technology & Cyber Security
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	​	● President, CEO and a director since January 2017. ● Executive Vice President and Chief Financial Officer of the Company from November 2016 through January 2017. ● Chief Financial Officer at Interstate Distributor Co., a provider of line and heavy-haul refrigerated and intermodal transportation services, and President of two of its subsidiaries from June 2012 through October 2016. ● Senior Director, Finance at the Isilon Storage Division of EMC from June 2011 through June 2012. ● Began career with Intel Corp. in 1997. ​	​		​

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Gary R. Enzor		​	​	Key Skills
Age: 58 Served Since: 2014	Mr. Enzor has served as a director since September 2014, and has chaired the Nominating and Corporate Governance Committee since May 2015. He is Chairman and CEO of Quality Distribution, a chemical bulk logistics services provider. We believe Mr. Enzor’s considerable experience in and thorough knowledge of the transportation and trucking industry qualifies him to serve as a member of our Board of Directors.	​	​	Public Company Experience ​ Financial Reporting ​ Industry ​ ESG ​ Risk Management ​ Technology & Cyber Security
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	​	● Chairman of Quality Distribution since August 2013; CEO of Quality Distribution since 2007, and President of Quality Distribution since 2005. ● EVP and COO of Quality Distribution  from 2004 – 2005. ● Held executive positions with Swift Transportation Company (“Swift”), Honeywell, Dell Computer and AlliedSignal, Inc. (now Honeywell International, Inc.).	​		​

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF THE TWO NOMINEES NAMED ABOVE.

CONTINUING DIRECTORS

Class III Directors

Robert E. Creager		​	​	Key Skills
​ Age: 72 Served Since: 2012	Mr. Creager has chaired the Audit Committee since 2014, has been designated as our audit committee financial expert within the meaning of Item 407(d)(5)(ii) of Regulation S-K and meets the financial sophistication requirements set forth in Rule 5605(c)(2)(A) of The NASDAQ Stock Market’s listing standards. We believe his work with the NACD contributes to his being a valuable resource to our Board in the area of corporate governance best practices. We believe Mr. Creager’s extensive financial experience and his service on other audit committees qualifies him to serve as a member of our Board of Directors.	​	​	Public Company Experience ​ Financial Reporting ​ Industry ​ ESG ​ Risk Management
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	​	● Certified Public Accountant with 37 years public accounting experience; 27 of those years as an Assurance Partner and a former Audit Practice Leader of the Houston Office of PricewaterhouseCoopers LLP. ● Director and Governance Fellow, Texas TriCities Chapter of the NACD. ● Director and Chairman of the Audit Committee of: o Skyward Specialty Insurance Group, a private equity controlled property and casualty insurer, since 2011; o Mattress Firm Holding Corp., a publicly held mattress retailer, from 2014 – 2016; and o Geomet, Inc., a publicly held independent natural gas company, from 2011 – 2013. ​	​		​

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2021 ANNUAL		PROPOSAL ONE: ELECTION OF DIRECTORS
PROXY STATEMENT

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Class I Directors

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M. Susan Chambers		​	​	Key Skills
Age: 63 Served Since: 2016	Mrs. Chambers has served as a director since March 2016 and has chaired the Executive Compensation Committee since November 2016. We believe that Mrs. Chambers’ extensive experience in human resources, supply chain and risk management qualifies her to serve as a member of our Board of Directors.	​	​	Public Company Experience ​ ESG ​ Risk Management ​ Technology & Cyber Security
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	​	● Principal, Chambers Consulting LLC, from July 2015 to present. ● Chief People Officer for Walmart Inc., a general retailer, from 2006 to her retirement in July 2015. ● Prior to 2006, Mrs. Chambers served in various positions at Walmart Inc., including Vice President of Application Development – Merchandising and Supply Chain Systems and Senior Vice President of Risk Management, Retirement and Benefits.   ● Director of: o Berlin Packaging, a privately held hybrid packaging supplier, since January 2021; o Lead Bank, a private banking concern, since August 2019; and o Ecoark Holdings, Inc., a publicly held fresh food supply chain provider, from May 2017 - June 2018. ​	​		​
Rajan C. Penkar		​	​	Key Skills
Age: 65 Served Since: 2021	Mr. Penkar has served as a director since March 2021. He holds a  Carnegie Mellon/NACD Certificate in Cybersecurity Oversight, which contributes to best practices in corporate governance and cyber security.  Mr. Penkar holds a master’s degree in mechanical engineering from Syracuse University and a Bachelor of Technology degree in mechanical engineering from the Indian Institute of Technology, Bombay. Additionally, Mr. Penkar is the recipient of 14 patents in robotics, automation, and supply chain processes. We believe that Mr. Penkar’s senior leadership experience in logistics, supply chain, strategic planning, technology, and risk management qualifies him to serve as a member of our Board of Directors.	​	​	Public Company Experience ​ Financial Reporting ​ Industry ​ ESG ​ Risk Management ​ Technology & Cyber Security ​
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	​	● President and founder of Supply Chain Advisory Services, LLC, which provides supply chain design and optimization services to retailers, since 2014. ● Senior Vice President and President, Supply Chain for Sears Holding Corporation, from 2011 – 2014. ● From 1987 to 2011, Mr. Penkar held various positions of increasing responsibility with United Parcel Service, Inc., most recently serving as President, UPS Customer Solutions.   ● Director of: o TravelCenters of America, a publicly held full-service travel center network, since February 2020; and o U.S. Concrete, a publicly held supplier of aggregates and high-performance concrete for commercial, residential and infrastructure projects across the United States, since May 2020.	​		​

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

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COMMITTEES OF THE BOARD OF DIRECTORS

EXECUTIVE COMPENSATION COMMITTEE

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EXECUTIVE COMMITTEE OVERVIEW
Meetings in 2020: 8 ​ Members: M. Susan Chambers (Chairwoman) Alexander D. Greene Gary R. Enzor	HIGHLIGHTS • Oversees matters pertaining to compensation of our executive officers • Administers grants of equity and other awards to executive officers and other employees under the Incentive Plan • All members are independent directors as defined under our independence criteria, NASDAQ Stock Market’s Listing Standards

The purpose of the Executive Compensation Committee is to oversee matters pertaining to compensation of our executive officers.  The Executive Compensation Committee is also responsible for administering the grants of equity and other awards to executive officers and other employees under the USA Truck Inc. 2014 Omnibus Incentive Plan, as amended (the “Incentive Plan”).  Our Executive Compensation Committee’s process for making executive compensation decisions is explained in more detail in “Executive Compensation – Compensation Discussion and Analysis – Procedures for Determining Compensation.”

The charter for the Executive Compensation Committee sets forth the purpose and responsibilities of the Executive Compensation Committee in greater detail.  The Executive Compensation Committee reviews and reassesses the adequacy of its charter on an annual basis and recommends changes to the Board when appropriate.  A copy of the Executive Compensation Committee’s charter, as of February 24, 2021, is available at our website, http://www.usa-truck.com, under the “Governance” tab of the “Investor Relations” menu.

The Board, through the Executive Compensation Committee, annually reviews the CEO with a focus on leadership, performance and strategy.  Feedback regarding the CEO’s performance for the prior year and objectives for the present year is solicited from directors by the Chairman of the Board after which the Chairman conducts an in person review with the CEO addressing that performance, including areas of strength and opportunities for personal and professional development, and goals and objectives for the current year.

In determining the independence of our Executive Compensation Committee members, the Board considered several relevant factors, including, but not limited to, each director’s source of compensation and affiliations. Specifically, each member of the Executive Compensation Committee (i) is independent under The NASDAQ Stock Market’s Listing Standards, including NASDAQ Rules 5605(a)(2) and 5605(d)(2)(A), (ii) meets the criteria set forth in Rule 10C-1(b)(1) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), (iii) did not directly or indirectly accept any consulting, advisory or other compensation fee from the Company,

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and (iv) as determined by our Board, is not affiliated with the Company, any Company subsidiary or any affiliate of a Company subsidiary, and does not have any other relationship or accept any compensation from the Company, which would impair each respective member’s judgment as a member of the Executive Compensation Committee.

During 2013, the Executive Compensation Committee selected an independent compensation consultant, Compensation Strategies, Inc. (“CSI”).  CSI has provided analysis and recommendations that inform the Executive Compensation Committee’s decisions with respect to executive and director compensation for 2020 and 2021, including evaluating market pay data, providing analysis and input on program structure and providing updates on market trends and the regulatory environment as it relates to executive compensation.  Pursuant to SEC rules and The NASDAQ Stock Market’s Listing Standards, the Executive Compensation Committee has assessed the independence of CSI, and concluded that no conflict of interest exists that would prevent CSI from independently advising the Executive Compensation Committee.  In connection with this assessment, the Executive Compensation Committee considered, among others, the following factors: (i) the provision of other services to us by CSI, (ii) the amount of fees we paid to CSI as a percentage of CSI’s total revenue, (iii) CSI’s policies and procedures that are designed to prevent conflicts of interest, (iv) the absence of any business or personal relationship of CSI or the individual compensation advisors employed by CSI with any of our executive officers, (v) the absence of any business or personal relationship of the individual compensation advisors with any member of the Executive Compensation Committee, and (vi) the absence of any of our stock owned by CSI or the individual compensation advisors employed by CSI. CSI does not perform other services for us, and will not do so without the prior consent of the Executive Compensation Committee.  The Executive Compensation Committee has the sole authority to approve the terms of CSI’s engagement.  CSI’s role in establishing the compensation of our Named Executive Officers, to the extent material, is addressed under “Executive Compensation – Compensation Discussion and Analysis – Procedures for Determining Compensation.”

In performing its duties, the Executive Compensation Committee, as required by the applicable rules and regulations promulgated by the SEC, issues a report recommending to the Board that our Compensation Discussion and Analysis be included in this Proxy Statement.  The Report of the Executive Compensation Committee for 2020 follows.

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

Report of the Executive Compensation Committee

The Executive Compensation Committee of the Board of Directors of USA Truck Inc. has reviewed and discussed with management the Compensation Discussion and Analysis (as required by Item 402(b) of Regulation S-K of the SEC) contained in this Proxy Statement for the Annual Meeting to be held on May 7, 2021.

Based on that review and discussion, the Executive Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

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Executive Compensation Committee:	​
​	M. Susan Chambers (Chairwoman)
​	Alexander D. Greene
​	Gary R. Enzor

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The Board has determined that each of Robert E. Creager, Alexander D. Greene and Thomas M. Glaser 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, and has designated Robert E. Creager as its audit committee financial expert.

All of the members who served on the Audit Committee during 2020 were independent as defined by Rule 5605(a)(2) of The NASDAQ Stock Market’s 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.  See “Report of the Audit Committee.”

In performing its duties, the Audit Committee, as required by applicable rules of the SEC, recommends 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 2020 is set forth below.

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

Report of the Audit Committee

The primary purpose of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities relating to the quality and integrity of the Company’s financial reports and financial reporting processes and systems of internal controls over financial reporting.  The Audit Committee does not prepare financial statements or perform audits, and its members are not auditors or certifiers of the Company’s financial statements.  Rather, the Company’s management has primary responsibility for the Company’s financial statements and the overall reporting process, including maintenance of the Company’s system of internal controls.  The Audit Committee is responsible for the appointment, evaluation, compensation, retention and oversight of the work of the Company’s independent registered accounting firm, 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 (“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 as the Company’s independent registered public accounting firm for 2020.  Grant Thornton has been the Company’s independent registered public accounting firm since 2006.

The Audit Committee believes that, due to Grant Thornton’s knowledge of the Company and the industry in which it operates, it is in the best interests of the Company and its stockholders to continue retention of Grant Thornton 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 stockholders to ratify the appointment of Grant Thornton for 2021.

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, 2020, the Audit Committee (i) reviewed and discussed with Grant Thornton the audited financial statements, including a discussion of the quality, not just the acceptability of the accounting principles, the reasonableness of significant

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judgments, and the clarity of disclosures in the financial statements, management’s assessment of internal controls over financial reporting, and the effectiveness of internal controls over financial reporting; (ii) discussed with Grant Thornton the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees issued by the PCAOB; (iii) received and reviewed the written disclosures and the letter from Grant Thornton required by applicable requirements of the PCAOB regarding Grant Thornton’s communications with the Audit Committee concerning independence; and (iv)  discussed with Grant Thornton its independence.  The Audit Committee also met in periodic executive sessions with representatives of Grant Thornton, management, and the Company’s internal audit personnel during 2020.

Based on the foregoing reviews and meetings, the Audit Committee recommended to the Board, 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, 2020, for filing with the SEC.

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 (v) performing such other functions as are customarily performed by nominating and corporate governance committees.  All of the directors who served on the Nominating and Corporate Governance Committee during 2020 were independent as defined by Rule 5605(a)(2) of The NASDAQ Stock 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 23, 2021, is available at our website, http://www.usa-truck.com, under the “Governance” tab of the “Investor Relations” menu.

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The Nominating and Corporate Governance Committee, with the assistance of outside counsel, leads the Board in its annual self-assessment process.  

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Annual Self-Assessment Process
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Board and Committee Questionnaires		​	Closed Session Discussions		​	Feedback Communicated	​	Feedback Acted Upon
written questionnaires covering a range of topics such as the role, organization, meetings, and compensation of the Board		​	closed session discussion of the Board and Committee evaluations between the Chair of the Nominating and Corporate Governance Committee and outside counsel		​	a summary of the evaluation results is prepared by outside counsel and provided to the full Board	​	the Board’s policies and procedures are updated as a result of director feedback from the Board evaluations

While the Board’s 2020 self-assessment of its performance reflected overall satisfaction, Board communications, strategic planning, and succession planning were noted as areas of improvement.  In response to these comments, the Board developed an action plan to address each of these areas and monitors each area on an ongoing basis to ensure appropriate implementation and consistent improvement.

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 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:

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

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

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

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

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

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

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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.

In regards to the Nominating and Corporate Governance Committee’s process for recommending Mr. Penkar as a director of the Board, the Nominating and Governance Committee conducted extensive interviews with candidates that were identified and recommended for consideration as a director on our Board by an independent search firm.  After evaluating the qualifications, background and experience of each candidate using the criteria set forth in Exhibit A to the Nominating and Corporate Governance Committee charter, the Nominating and Corporate Governance Committee recommended to the Board that Mr. Penkar be appointed as a director to our Board and the Board approved Mr. Penkar’s appointment to the Board as a Class I Director on March 1, 2021.

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 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.

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 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 2022 Annual Meeting, stockholder recommendations must be received by us no earlier than January 7, 2022 and no later than February 6, 2022.  In addition, pursuant to our bylaws, a recommendation of a director submitted by a stockholder must include the following information:

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

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the proposed nominee’s principal occupation or employment;

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

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relevant expertise and experience;

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

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such other information as is required to be disclosed in solicitations of proxies with respect to nominees for election as directors pursuant to Regulation 14A under the Exchange Act;

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the nominating stockholder’s (and any beneficial holder’s) name and record address;

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the class and number of shares of our stock owned beneficially 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;

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

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a representation that the nominating stockholder intends to appear in person or by proxy at the annual meeting to nominate the nominee; and

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any other information required by Regulation 14A.

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Technology Committee

The Technology Committee is responsible for assisting with the identification and implementation of new technology in our operating segments, as well as overseeing the technology, cyber opportunities and risks Company-wide.  The Technology Committee’s responsibilities also include reviewing technology planning, strategies, trends, priorities and disaster preparedness, as well as overseeing our cyber security 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 24, 2021, is available at our website, http://usa-truck.com, under the “Governance” tab of the “Investor Relations” menu.

Executive Committee

During 2020, the Board had a standing Executive Committee comprised of our non-employee directors.  The Executive Committee did not meet in 2020.

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 Policy (“Code of Ethics”) applicable to all directors, officers and employees, which sets forth the conduct and ethics expected of all our affiliates and employees, a copy of which is available at our website, http://www.usa-truck.com, under the “Governance” tab of the “Investor Relations” menu.  In addition, amendments to, or waivers of, a provision of the Code of Ethics that apply to our principal executive, financial and accounting officers or persons performing similar functions, will be posted at that same location on our website.  The Nominating and Corporate Governance Committee is responsible for, in part, recommending to the full Board corporate governance guidelines applicable to us and leading the Board in its annual review of the Board’s performance.

We adopted a Policy Statement and Procedures for Reporting Violations and Complaints (“Whistleblower Policy”), a copy of which is available at our website, http://www.usa-truck.com, under the “Governance” tab of the “Investor Relations” menu.  The Whistleblower Policy is intended to create a workplace environment that encourages open and honest communication and to hold the Company and our personnel, including senior management, accountable for adhering to our ethical standards.  The Whistleblower Policy establishes procedures for a person to report violations, by us or 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.

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

EXECUTIVE OFFICERS

The names and other biographical data for our current executive officers (other than Mr. Reed) are set forth below.  Biographical information for Mr. Reed is set forth under the heading “Class II Nominees” above.

Zachary B. King.  Mr. King, 34, has served as our Senior Vice President and Chief Financial Officer since April 2020.  Prior to that, Mr. King served as the Company’s Vice President and Corporate Controller since 2017, and has been with the Company since 2015.  Prior to joining USA Truck, Mr. King served in a variety of finance and accounting roles for ABB Ltd, Samson Resources Corporation, and Deloitte.  Mr. King earned both a Bachelor of Business Administration in accounting and a Master of Accountancy from the University of Central Arkansas.  Mr. King is also a Certified Public Accountant.

Timothy W. Guin.  Mr. Guin, 56, has served as our Executive Vice President and Chief Commercial Officer since April 2018.  Previously, Mr. Guin served as Executive Vice President of Sales and Marketing at Swift from 2016 to 2018, and served as Vice President of Sales at Swift from 2011 to 2016.  From 2006 until 2010, he served as Vice President of Business Development in charge of Mergers and Acquisitions for U.S. Xpress Enterprises, Inc., a truckload transportation services provider.  Mr. Guin later became President and CEO of Arnold Transportation, a truckload transportation services provider, where he served until 2011.  Mr. Guin served on the Board of Directors at Arnold Transportation from 2010 until 2011.  Mr. Guin holds a Bachelor Degree in Political Science from Winthrop University.

George T. Henry.  Mr. Henry, 36, has served as Senior Vice President – USAT Logistics since March 2018.  Previously, Mr. Henry served as Vice President of Logistics and Knight Dedicated at Knight Transportation, Inc., a truckload transportation services provider, from April 2013 to March 2018.  Prior to joining Knight, Mr. Henry served in various 3PL and brokerage roles at Transplace, a logistics provider, from November 2005 to April 2013, where he advanced in progressively more responsible roles, culminating in his promotion to Vice President of Capacity Services.  Mr. Henry has a Bachelor of Science degree in Supply Chain, Transportation and Logistics Management from the University of Wales, U.K.

Kimberly K. Littlejohn.  Ms. Littlejohn, 62, has served as Senior Vice President – Customer Experience and Chief Information Officer (“CIO”) since May 2017.  Ms. Littlejohn is responsible for providing communications, computing and security 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 Bachelor of Arts from the University of Washington.

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

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Executive Compensation

Fellow Stockholders:

On behalf of the Executive Compensation Committee, I am pleased to write regarding the Company’s executive compensation programs and practices for 2020 and 2021.  

For 2020, we were presented with the task of designing an executive compensation program addressing the unique challenges of an emerging COVID-19 crisis and organizational changes at the Company requiring significant focus and effort from our senior management team.  

In particular, these challenges had us focused on:

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Preserving share availability under our Incentive Plan and minimizing stockholder dilution given the dramatic negative impact of the COVID-19 crisis on the Company’s stock price;

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Encouraging retention of the senior management team at a critical point in the implementation of key long-term initiatives (regionalization, technology, and cost control); and

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Further aligning our CEO’s compensation with increasing stockholder value and improving operating performance.

2020 Compensation

We strive to balance continuity and consistency in the design of our executive compensation programs with the flexibility to react to changes in our business and events outside of our control when approving awards in any particular year.

Due to the dramatic drop in our stock price in the early days of the COVID-19 crisis, for 2020 we replaced design parameters in the Incentive Plan that would have consumed a disproportionate number of shares with a time-based equity incentive grant (the “2020 EIP”) that allocated a fixed, reduced pool of shares among participants.  In addition, to further align Mr. Reed’s pay with increasing stockholder value and improving our operating performance, we approved a special performance-based equity incentive grant to Mr. Reed (the “2020 Special Grant”) based on attainment of a volume weighted average stock price for the Company’s common stock.

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Our approach to equity incentive grants during 2020 preserved shares under the Incentive Plan for making grants in future years, encouraged retention of a senior management team that was tasked with implementing our long-term initiatives, further aligned Mr. Reed with increasing stockholder value, and minimized stockholder dilution in a time of uncertainty.

For the 2020 Management Cash Bonus Plan we replaced Consolidated Adjusted EBITDAR with a set of parameters measuring safety, Consolidated Adjusted Operating Income, leverage and productivity that more broadly reflect the Company’s long-term initiatives.  We believe these measurements reinforce our objectives of stockholder value creation and will help achieve our key long-term initiatives while further aligning our executive compensation program with the transportation industry.

Last, to further preserve shares under the Incentive Plan, for 2020 non-employee directors of the Board received cash in lieu of equity awards.  We also suspended director meeting fees.

2020 Say-on-Pay

At our 2020 Annual Meeting of Stockholders, 62% of our stockholders who cast an advisory vote on our say-on-pay proposal voted in favor of our executive compensation package compared to approximately 98% in recent years.  We believe this decrease was related to the performance of the Company’s stock price in 2019 and equity retention grants made to members of our senior management team in February 2019.

We take seriously say-on-pay vote results that are considerably lower than prior years.  In response to the 2020 say-on-pay results, the Company sought feedback from its material stockholders to build an informed understanding of their concerns and address them in a timely and appropriate manner.  Through our senior management team and Chairman of the Board, we engaged with our largest institutional stockholders and the two primary proxy advisory firms, Institutional Shareholder Services Inc. (“ISS”) and Glass, Lewis & Co. (“Glass Lewis”), to discuss our executive compensation programs and our efforts to align the compensation of our senior management team with the performance of the Company going forward.

We received strong support for our executive compensation programs from the institutional stockholders that engaged in discussions with us, complementing the more than 90% support received in the say-on-pay advisory vote from non-institutional stockholders and “yes” recommendations from ISS and Glass Lewis on 2020 say-on-pay.  We actively seek feedback and questions from all stockholders as an integral part of the review, design, and implementation of our executive compensation programs.

2021 Compensation

In 2021, with uncertainty related to the COVID-19 virus subsiding, the Company’s operating performance improving and the Company’s stock price responding accordingly, we reinstated the performance-based component to the 2021 equity incentive grant (the “2021 EIP”).  Participants in the 2021 EIP are eligible to receive equity incentive grants in the form of restricted stock subject to both performance-based vesting (weighted at 60%) and time-based vesting (weighted at 40%) with the objectives of rewarding attainment of the Company’s key long-term initiatives and encouraging retention.  We believe the 2021 EIP design aligns the compensation of the participants, including our Named Executive Officers, with the performance of the Company and the compensation opportunities in the transportation industry and the general U.S. marketplace.

To further align our executive compensation programs with the transportation industry, we modified our 2021 EIP design parameters based on the Company achieving a certain compound annual growth rate (“CAGR”) for income (loss) before income taxes and USAT Logistics achieving a certain CAGR for revenue over the three-year performance period beginning January 1, 2021 and ending December 31, 2023 (the “2021 EIP Performance Period”) rather than the three-year cumulative EBITDAR measure used since 2018.  Our change to the 2021 EIP performance goal rewards a growth model that we believe is a more effective measure of stockholder value creation and provides better alignment for the pay of our Named Executive Officers with the performance of the Company.  Also, to provide for more flexibility and preserve shares under the Incentive Plan, for the performance-based equity incentive grants the minimum was set at 80% of target and the maximum was set at 120% of target, rather than a minimum of 25% and a maximum of 175% under previous equity incentive grants.

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We adopted for the performance-based 2021 Management Cash Bonus Plan the same design parameters as 2020 because we believe the measurements under the 2020 Management Cash Bonus Plan remain effective drivers for stockholder value creation and the attainment of our key long-term initiatives and provide important continuity in structure and certainty to plan participants.  Lastly, we made an additional time-based equity incentive grant to Messrs. King, Guin, and Henry in recognition of their performance in 2020 and to further encourage retention of the senior management team.

As Chair of the Executive Compensation Committee, thank you for your support and feedback throughout 2020 and into 2021.  We remain strongly committed to providing competitive compensation opportunities that provide meaningful alignment between the pay of our senior management team and the value the Company creates for its stockholders.

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1)

Mr. Bates resigned from his position as Executive Vice President and Chief Financial Officer on April 21, 2020.

COMPENSATION DISCUSSION AND ANALYSIS

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

This section should be read in conjunction with the sections entitled “Executive Compensation – Summary Compensation Table” (and related tabular and narrative discussions) and “Corporate Governance – The Board of Directors and its Committees – Committees of the Board of Directors – Executive Compensation Committee” 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 NASDAQ independence requirements, oversees and administers our executive compensation policies and practices.

Key Features of Our Executive Compensation Program

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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	​	Independent compensation consultant retained by the Executive Compensation Committee
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Double-trigger change-in-control provisions in all awards	​	Equity Retention Policy	​	Anti-Hedging and Anti-Pledging Policy
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Clawback Policy to recoup incentive-based compensation	​	No repricing of stock options without stockholder approval	​	No payment of dividends on unvested awards
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One year minimum vesting periods	​	No excessive perquisites for executives	​	No tax gross-ups on equity awards, severance or change-in-control payments