USA Truck proxy shows executive pay, transitions, board candidates

The top two paid executives for USA Truck in 2016 no longer work for the Van Buren-based carrier, according to its proxy statement filed Tuesday (April 4) with the U.S. Securities and Exchange Commission.

On May 10, the company will host its annual stockholders meeting at its corporate office in Van Buren.

As the top paid executives in 2016, Randy Rogers, former president and CEO, received total compensation of $1.99 million while Michael Borrows, former executive vice president and chief financial officer, earned a total of $1.67 million. Rogers resigned from his position Jan. 28, and was replaced by James Reed. In May 2016, Borrows resigned for his position. In November 2016, Reed was named to Borrows’ former position, and in two months, Reed earned a total of $417,582.

In 2015, former president and CEO Thomas Glaser earned $1.15 million after being named to the position in July of that year. Glaser replaced John Simone, who had earned $1.89 million in 2015. Glaser was president and CEO until January 2016 when Rogers accepted the position. Also, Martin Tewari, former president of trucking, received a total of $693,481 in 2016, down from $875,689 in 2015. Tewari resigned from the position March 13.

The following are other top-paid executives along with their salary:
• James A. Craig, president of USAT Logistics, $1.01 million;
• Joseph Kaiser, vice president, chief accounting officer and principal financial officer, $419,424; and
• Troy Robertson, vice president and general counsel, $325,210.

The following two directors, whose terms expire at the annual meeting, have been nominated for reelection to serve three-year terms and are listed along with their pay: Retired Major General Barbara J. Faulkenberry, $106,555; and M. Susan Chambers, $81,849.

The following are the other directors along with their pay:
• Glaser, $202,934;
• Gary Enzor, $109,494;
• Robert Peiser, $163,984;
• Robert Creager, $112,494; and
• Alexander Greene, $109,494.

Reed is also a director.

At the annual meeting, shareholders will vote on whether to amend the employee incentive plan to increase the number of shares that can be awarded to employees to 1 million, from 500,000.

The company has 270,700 existing shares that can be awarded, and if stockholders don’t approve the amendment the company “may need to resort to greater cash compensation to remain competitive,” according to the proxy. The company is asking shareholders to vote for the amendment.

As of March 16, the following shareholders own more than 5% of outstanding shares: JP Morgan Chase & Co., 864,800, 10.5%; Flint Ridge Capital, Flint Ridge Partners and John P. Szabo Jr., 725,021, 8.8%; James B. Speed, 720,063, 8.8%; Dimensional Fund Advisors, 710,675, 8.6%; and Black Rock, 673,704, 8.2%.