Edgar Filing: USA TRUCK INC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

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[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12

USA Truck, Inc.
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(Name of Registrant as Specified In Its Charter)

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USA TRUCK, INC.
3200 INDUSTRIAL PARK ROAD
VAN BUREN, ARKANSAS 72956

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 8, 2002

To the Stockholders of USA Truck, Inc.:

Notice is hereby given that the Annual Meeting of Stockholders of USA
Truck, Inc. (the "Company") will be held at the corporate offices of the Company
at 3200 Industrial Park Road, Van Buren, Arkansas 72956, on Wednesday, May 8,
2002 at 10:00 a.m., local time, for the following purposes:

1. To elect two (2) Class I directors for a term expiring at the 2005 Annual
Meeting of Stockholders.

2. To consider and act upon such other business as may properly come before the
Annual Meeting or any adjournments thereof.

Only holders of record of the Company's Common Stock at the close of
business on March 6, 2002 are entitled to notice of and to vote at the Annual
Meeting and any adjournments thereof.

The Company's Proxy Statement is submitted herewith. The Annual Report for
the year ended December 31, 2001 is being mailed to stockholders
contemporaneously with the mailing of this Notice and Proxy Statement.

By Order of the Board of Directors

CLIFTON R. BECKHAM
Secretary

Van Buren, Arkansas
April 1, 2002

YOUR VOTE IS IMPORTANT.

YOU ARE URGED, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON,
TO DATE, SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING
ENVELOPE SO THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND IN
ORDER THAT THE PRESENCE OF A QUORUM MAY BE ASSURED. THE GIVING OF SUCH PROXY
DOES NOT AFFECT YOUR RIGHT TO REVOKE IT LATER OR VOTE YOUR SHARES IN PERSON IF
YOU ATTEND THE MEETING.

USA TRUCK, INC.
3200 INDUSTRIAL PARK ROAD
VAN BUREN, ARKANSAS 72956

PROXY STATEMENT

FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 8, 2002

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

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

The approximate date on which this Proxy Statement and the accompanying
proxy are first being mailed to stockholders is April 1, 2002.

REVOCABILITY OF PROXY

Any stockholder executing a proxy retains the right to revoke it at any
time prior to exercise at the Annual Meeting. A proxy may be revoked by delivery
of written notice of revocation to Clifton R. Beckham, Secretary of the Company,
by execution and delivery to the Company of a later proxy or by voting the
shares in person at the Annual Meeting. If not revoked, all shares represented
at the Annual Meeting by properly executed proxies will be voted as directed
therein. If no direction is given, such shares will be voted for election of the
nominees for director set forth herein.

OUTSTANDING STOCK AND VOTING RIGHTS

The Board of Directors has fixed the close of business on March 6, 2002 as
the record date for determining the stockholders having the right to notice of,
and to vote at, the Annual Meeting. As of the record date, 9,311,716 shares of
Common Stock were outstanding. Each stockholder will be entitled to one vote for
each share of Common Stock owned of record on the record date. The stock
transfer books of the Company will not be closed. Stockholders are not entitled
to cumulative voting with respect to the election of directors. The holders of a
majority of the outstanding shares of Common Stock, present in person or
represented by proxy, are necessary to constitute a quorum.

REQUIRED AFFIRMATIVE VOTE AND VOTING PROCEDURES

The Company's bylaws provide that the nominees who receive a plurality of
the votes cast by stockholders present or represented by proxy at an Annual
Meeting, and entitled to vote on the election of directors, will be elected as
directors of the Company. Thus, any abstentions or broker non-votes will have no
effect on the election of directors.

As indicated in the table under the heading " Security Ownership of Certain
Beneficial Owners, Directors and Executive Officers," the directors and
executive officers of the Company beneficially owned more than 50% of the
outstanding shares of the Company's Common Stock as of the record date and
therefore collectively have the ability to control the outcome of the vote on
the election of a director at the Annual Meeting.

ELECTION OF DIRECTORS

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

The current term of office of the two Class I directors will expire at the
2002 Annual Meeting and two directors have been nominated for re-election at the
meeting for a term expiring at the 2005 Annual Meeting:

CLASS I
TERM EXPIRING 2005
------------------
Jim L. Hanna
Joe D. Powers

Proxies may not be voted at the 2002 Annual Meeting of Stockholders for
more than two nominees for election as directors. Each of the nominees has
consented to serve if elected and, if elected, will serve until the 2005 Annual
Meeting of Stockholders and until his successor is duly elected and qualified.

Class II and Class III directors are currently serving terms expiring
in 2003 and 2004, respectively. The Class II directors are Roland S. Boreham,
Jr., George R. Jacobs and Jerry D. Orler and the Class III directors are Robert
M. Powell and James B. Speed.

All duly submitted and unrevoked proxies will be voted FOR the nominees
listed above, unless otherwise instructed. It is expected that the nominees will
be available for election, but if for any unforeseen reason any such 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 Board of Directors.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,
DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information with respect to each
nominee, each executive officer named in the Summary Compensation Table, each
current director of the Company and all directors and executive officers as a
group, including the name, age and term of office as a director for each
individual and the beneficial ownership of Common Stock of the Company as of
March 6, 2002 for each individual and the group. The table also lists all

stockholders known to the Company to own, directly or indirectly, more than 5%
of the outstanding shares of Common Stock, the Company's only class of voting
securities, as of March 6, 2002. 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.

COMMON STOCK
BENEFICIALLY OWNED
-----------------------------
DIRECTOR NO. OF PERCENT
NAME AGE SINCE SHARES* OF CLASS
---- --- ----- ------- --------

DIRECTORS AND NOMINEES FOR DIRECTORS

Robert M. Powell 67 1985 2,249,300 (1) 24.2%

James B. Speed 68 1988 1,997,860 (2) 21.5%

Jerry D. Orler 59 1988 378,651 (3) 4.1%

George R. Jacobs 59 1986 249,759 (4) 2.7%

Roland S. Boreham, Jr. 77 1992 19,000 (5)

Jim L. Hanna ** 68 1992 23,600 (5)

Joe D. Powers ** 61 2000 -- (5)

NAMED EXECUTIVE OFFICERS (EXCLUDING PERSONS NAMED ABOVE)

Patrick N. Majors 40 -- 1,249 (5)

Jerry W. Cottingham 57 -- 2,875 (5)

ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP (14 PERSONS) 4,946,902 53.1%

BENEFICIAL OWNERS OF MORE THAN 5% OF OUTSTANDING COMMON STOCK (EXCLUDING PERSONS NAMED ABOVE)

Wellington Management Company, LLP 770,700 (6) 8.3%

J.P. Morgan Chase & Co. 806,395 (7) 8.7%

Wasatch Advisors, Inc. 761,244 (8) 8.2%

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

** Current nominee for re-election as a director.

(1) The amount shown includes 10,000 shares of Common Stock held by Mr.
Powell's wife (of which Mr. Powell disclaims beneficial ownership).

(2) The amount shown includes 90,453 shares of Common Stock held by Mr. Speed's
wife (of which Mr. Speed disclaims beneficial ownership).

(3) The amount shown includes 166,000 shares of Common Stock held by Mr.
Orler's wife (of which Mr. Orler disclaims beneficial ownership).

(4) The amount shown includes 100,000 shares of Common Stock held by Mr.
Jacobs' wife (of which Mr. Jacobs disclaims beneficial ownership).

(5) The amount represents less than 1% of the outstanding shares of Common
Stock.

(6) This information is based solely on a report on Schedule 13G filed with the
Securities and Exchange Commission on February 12, 2002, which indicates
that Wellington Management Company, LLP, an investment adviser, has shared
voting power with respect to 616,100 of the shares, and shared dispositive
power with respect to all 770,700 shares indicated as being beneficially
owned by it.

(7) This information is based solely on a report on Schedule 13G filed with the
Securities and Exchange Commission on February 13, 2002, which indicates
that J.P. Morgan Chase & Co., a holding company, has sole voting power with
respect to 799,240 of the shares, and sole dispositive power with respect
to all 806,395 shares indicated as being beneficially owned by it.

(8) This information is based solely on a report on Schedule 13G filed with the
Securities and Exchange Commission on February 15, 2002, which indicates
that Wasatch Advisors, Inc., an investment adviser, has sole voting and
dispositive power with respect to all 761,244 shares indicated as being
beneficially owned by it.

The address of Mr. Powell and Mr. Speed is 3200 Industrial Park Road,
Van Buren, Arkansas 72956. The address of Wellington Management Company, LLP is
75 State Street, Boston, Massachusetts 02109. The address of J.P. Morgan Chase &
Co. is 270 Park Avenue, New York, New York 10017. The address of Wasatch
Advisors, Inc. is 7450 Campus Drive, 2nd Floor, Ste. 200, Colorado Springs,
Colorado 80920.

ADDITIONAL INFORMATION REGARDING THE BOARD OF DIRECTORS

BIOGRAPHICAL INFORMATION

Robert M. Powell has served as Chairman of the Board since October 2000 and
Chief Executive Officer ("CEO") of the Company since December 1988 and as a
director since 1985. He served as President from December 1988 to February 2002.
He was employed by ABF Freight System, Inc. ("ABF Freight"), a national trucking
company and a subsidiary of Arkansas Best Corporation, for 28 years, most
recently as Senior Vice President of Arkansas Best Corporation from 1979 to
December 1988. He served as Executive Vice President of ABF Freight from 1973 to
1985 and as Vice President, Operations of ABF Freight from 1970 to 1973.

James B. Speed has served as a director of the Company since December 1988.
Mr. Speed served as Chairman of the Board from December 1988 until he retired in
October 2000. He was employed by ABF Freight for more than 20 years, most
recently as President and a director from 1967 through 1979. He also served as a
director and Vice President of Arkansas Best Corporation from 1966 to 1979.

Jerry D. Orler has served as a director of the Company since December 1988
and President since February 2002. He served as Vice President, Finance and
Chief Financial Officer ("CFO") from January 1989 to February 2002 when he was
promoted to President. He also served as Secretary of the Company from February
1992 to July 2001 and as Treasurer of the Company from 1989 to November 1993.
Prior to 1989, he was employed by Arkansas Best Corporation and its subsidiaries
for 24 years. He most recently served as the Senior Vice President of National
Account Sales of Riverside Furniture Corporation, a furniture manufacturer from
1987 through 1988. Mr. Orler is a Certified Public Accountant and an advisory
director of BancorpSouth of Fort Smith, Arkansas.

George R. Jacobs has served as a director of the Company since December
1986. He served as Vice President, Maintenance and Administration of the Company
from January 1989 until June 1996, at which time he was elected Vice President,
Operations where he served until he retired in February 2002. He served as
President of the Company from 1986 through December 1988. He was employed by ABF
Freight for 19 years, most recently as Vice President of the SCAT Division, a
truckload operation, from 1982 to 1986. Mr. Jacobs is also a director of Benefit
Bank of Fort Smith, Arkansas.

Roland S. Boreham, Jr. has served as a director of the Company since
February 1992. He has been Chairman of the Board of Baldor Electric Company, a
manufacturer of electrical motors, since 1981. He also served as Chief Executive
Officer of that company from 1978 to November 1992. He served as President of
Baldor Electric Company from 1975 to 1978 and has been employed by that company
in various capacities since 1961.

Jim L. Hanna has served as a director of the Company since February 1992.
He is the Chairman of Hanna Oil and Gas Company, an exploration and production
company with operations in Arkansas, Oklahoma, Texas and Alberta, Canada. He
founded that company in 1965 and served as its President from 1965 until March
2000, at

which time he was elected Chairman of the Board. Mr. Hanna is an advisory
director of Regions Bank of Fort Smith, Arkansas.

Joe D. Powers has served as a director of the Company since May 2000. He is
Chairman of the Advisory Board of Regions Bank (formerly known as Merchants
National Bank of Fort Smith and more recently as Deposit Guaranty National Bank)
of Fort Smith, Arkansas since May 2000. He served as Chairman of the Advisory
Board and CEO of Deposit Guaranty National Bank (formerly known as Merchants
National Bank) of Fort Smith, Arkansas from August 1997 until June 1998. He was
Chairman of the Board and CEO of Merchants National Bank of Fort Smith, Arkansas
from September 1982 until August 1997. Mr. Powers has been involved in the
banking industry since 1962.

There is no family relationship between any director or executive officer
and any other director or executive officer of the Company.

BOARD MEETINGS AND COMMITTEES

In 2001, the Board held five meetings. The Board has a standing Executive
Compensation Committee, Audit Committee, Non-employee Director Stock Option
Committee and Employee Stock Option Committee. All members of the Board of
Directors attended at least 75% of the meetings of the Board of Directors and
committees on which they served.

The primary purposes of the Executive Compensation Committee are to
recommend to the Board matters pertaining to compensation of the Company's
executive officers and contributions to the Company's 401(k) Investment Plan.
The Executive Compensation Committee met once in 2001 and is currently composed
of James B. Speed as Chairman, Roland S. Boreham, Jr. and Jim L. Hanna. See
"Executive Compensation--Report of Compensation Committee on Annual
Compensation."

The Audit Committee meets with representatives of the Company's independent
auditors to review the auditors' findings during the conduct of the annual audit
and to discuss recommendations with respect to the Company's internal control
policies and procedures. The Audit Committee also reviews financial and
operating results of the Company. The Board has adopted a charter for the Audit
Committee, which sets forth the purpose and responsibilities of the Audit
Committee in greater detail. The Audit Committee met four times during 2001 and
is currently composed of Joe D. Powers (Chairman), Jim L. Hanna and Roland S.
Boreham, Jr. All of the members of the Audit Committee are independent as
defined by Rule 4200(a)(15) of the National Association of Securities Dealer's
listing standards. See "Independent Auditor--Report of Audit Committee."

The Non-employee Director Stock Option Committee, which met once during
2001, is composed of Robert M. Powell (Chairman) and Jerry D. Orler.

The Employee Stock Option Committee, which did not meet during 2001, is
composed of Roland S. Boreham, Jr. (Chairman) and Jim L. Hanna.

EXECUTIVE OFFICERS

The executive officers of the Company are Robert M. Powell, Jerry D.
Orler, Clifton R. Beckham, Jerry W. Cottingham, Gary I. Davis, Dwain R. Key,
Garry L. Lewis, Patrick N. Majors and Eric R. Olsen. Biographical information
for Mr. Powell and Mr. Orler is set forth under the heading "Additional
Information Regarding the Board of Directors--Biographical Information" above.

Clifton R. Beckham has served as Vice President, Finance and CFO since
February 2002 and as Treasurer and Secretary since July 2001. He served as
Controller from October 1999 until July 2001 and as Chief Accountant from June
1996 until October 1999. Mr. Beckham is a Certified Public Accountant and a
director of the Arkansas Best Federal Credit Union.

Jerry W. Cottingham has served as Vice President, Dedicated
Services/Logistics-Sales since November 2000. He also served as Vice President,
Logistics from January 2000 until November 2000. He joined the Company in
November 1999 as Vice President, Sales as part of the Company's acquisition of
CCC Express where he served as President and Chief Operating Officer since
starting the trucking division of Carco Capital Corporation in 1983.

From 1967 to 1983, Mr. Cottingham held various sales and management positions
for Consolidated Freightways and Transcon, and he was part owner of G & J
Trucking of Fort Smith, Arkansas.

Gary I. Davis has served as Vice President, Maintenance since January
1998. He joined the Company in September 1983. Mr. Davis served as Director,
Maintenance from March 1992 until January 1998. Mr. Davis has over 25 years
experience in the transportation industry.

Dwain R. Key has served as Vice President, Dedicated Services/Logistics
since November 2000. He also served as Vice President, Corporate Development
from January 1998 until November 2000. He has been employed with the Company
since June 1987. Mr. Key served as Director, Information Services and Economic
Analysis from December 1993 until January 1998. From June 1990 until December
1993, he served as Manager, Data Processing.

Garry L. Lewis has served as Vice President, Operations since February
2002. He served as Director of Operations from December 1986 to February 2002.
He was employed by ABF Freight for 11 years, most recently as Director of
Operations of the SCAT Division, a truckload operation, from 1982 to 1986. Mr.
Lewis has over 25 years experience in the transportation industry.

Patrick N. Majors has served as Vice President, Sales since April 1995.
He joined the Company in September 1991 as an Account Executive in the marketing
department. From May 1990 through September 1991 he was employed by PST Vans,
Inc., a trucking company, as Regional Sales Director. Mr. Majors has over 14
years experience in the transportation industry.

Eric R. Olsen has served as Vice President, Human Resources and Safety
since February 2002. He served as Director, Human Resources and Safety from
November 1999 to February 2002. Mr. Olsen was employed by CCC Express, a
truckload carrier, as Vice President, Insurance, Safety and Human Resources from
July 1998 to November 1999. Mr. Olsen has over 25 years experience in human
resources and safety.

All executive officers of the Company are elected annually by the Board of
Directors to serve until the next Annual Meeting of the Board and until their
respective successors are chosen and qualified.

EXECUTIVE COMPENSATION

REPORT OF COMPENSATION COMMITTEE ON ANNUAL COMPENSATION

The following paragraphs constitute the report of the Executive
Compensation Committee of the Board of Directors (the "Committee") on executive
compensation policies for fiscal year 2001. In accordance with Securities and
Exchange Commission (the "Commission") rules, this report shall not be deemed to
be incorporated by reference into any statements or reports filed by the Company
with the Commission that do not specifically incorporate this report by
reference, notwithstanding the incorporation of this Proxy Statement into any
such reports.

The Committee administers the compensation program for executive officers
and other management level employees of the Company and makes all related
decisions, except for decisions pertaining to the grant of options. The Employee
Stock Option Committee makes decisions pertaining to the grant of options.

The principal elements of the compensation program for executive officers
are base salary, performance-based annual incentives and options granted under
the Company's Employee Stock Option Plan (the "Option Plan"). The goals of the
program are to give the executive officers incentives to work toward the
improved financial performance of the Company and to reward them for their
contributions to the Company's success. The program is also designed to retain
the Company's key executives, each of whom plays an important role in enabling
the Company to maintain its commitment to premium service to its customers and
its high standards of efficiency, productivity and safety. For a summary of 2001
compensation, see the Summary Compensation Table under the heading "Executive
Compensation Tables" below.

Annual salaries for the Company's executive officers, including the CEO,
are generally reviewed in October of each year based on a number of factors,
both objective and subjective. Objective factors considered include increases in
the cost of living, the Company's current performance and, to a lesser extent,
the Company's overall historical performance, although no specific formulas
based on such factors are used to determine salaries. Salary

decisions are based primarily on the Committee's subjective analysis of the
factors contributing to the Company's long-term success and of the executives'
individual contributions to such success.

Cash incentive payments based on the Company's performance may be awarded
to the executive officers under an incentive compensation plan. Under this plan,
a specified percentage of the Company's pre-tax profit for the year is
distributed annually to the executive officers in proportion to their base
salaries. Thus, whether the executive officers' total pay is comparable to the
compensation of executives with similar responsibilities at comparable companies
may vary from year to year depending upon the Company's performance. For 2000
and 2001, pre-tax profit was not sufficient to generate incentive payments for
executive officers and, therefore, none were paid. Performance-based incentive
payments made in 1999 represented approximately 63% of total salary and
incentive earned by the executive officers in 1999.

During 2001, the Employee Stock Option Committee granted no incentive stock
options under the Employee Stock Option Plan. In January 2002, the Employee
Stock Option Committee granted incentive stock options, covering 56,300 shares,
under the Employee Stock Option Plan to all nine executive officers of the
Company. The options granted to eight of the executive officers, which cover
50,600 shares, vest in three increments, and each increment will be exercisable
for a period of three years after vesting. The options granted to the remaining
executive officer, which cover the remaining 5,700 shares, vest in three
increments, and the first increment will be exercisable for a period of three
years, the second increment for two years and the third increment for one year.
All nine executive officers currently hold incentive stock options granted to
them in October 2000. These options will vest in three increments, and each
increment will be exercisable for a period of three years after vesting. All of
these options, which were granted with exercise prices greater than or equal to
the market value of the Company's Common Stock at the time of grant, will have
value to the officers only to the extent that the market value of the Common
Stock exceeds the exercise price at the time of exercise. Thus, the Committee
believes that the extended vesting schedules and limited exercise periods of the
options will encourage the optionees not only to remain with the Company but
also to seek to enhance the value of the Company's stock through improvements in
the Company's performance and to sustain such improvements throughout the terms
of the options.

Additional elements of the executive officers' compensation, which are not
performance-based, are matching contributions by the Company under the Company's
401(k) plan and life insurance premiums paid by the Company on behalf of the
executives.

The CEO's salary is determined based on the factors and analysis described
above. Specific factors considered by the Committee in establishing the CEO's
salary include his current responsibilities with the Company, certain key
performance ratios and his continuing contributions to the successful expansion
of the Company's operations and its financial growth over recent periods. In
order to predicate a larger portion of the compensation of the CEO on
performance, and because of existing economic and market conditions, the
Committee determined not to change the salary for the CEO for 2001.

By the Members of the Executive
Compensation Committee:

James B. Speed (Chairman)
Roland S. Boreham, Jr.
Jim L. Hanna

EXECUTIVE COMPENSATION TABLES

The following table sets forth certain information with respect to annual
and long-term compensation paid or awarded to the Company's CEO and the four
other most highly compensated executive officers for or with respect to the
three fiscal years ended December 31, 2001.

SUMMARY COMPENSATION TABLE

LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------- ------------
AWARDS
------------
SECURITIES ALL OTHER
SALARY BONUS UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) (1) OPTIONS (#) ($) (2)
--------------------------- ---- ------- ------- ------------ ------------

Robert M. Powell, Chairman of the 2001 164,352 -- -- 7,786
Board and CEO (3) 2000 164,352 -- 16,000 6,913
1999 164,352 284,405 -- 9,244

Jerry D. Orler, President (3) 2001 131,484 -- -- 5,025
2000 131,484 -- 16,000 4,661
1999 131,484 227,526 -- 8,025

George R. Jacobs, Vice President, 2001 131,484 -- -- 5,002
Operations (4) 2000 131,484 -- 16,000 5,027
1999 131,484 227,526 -- 7,112

Patrick N. Majors, Vice President, 2001 91,200 -- -- 3,109
Sales 2000 89,200 -- 8,000 3,572
1999 88,200 152,622 -- 4,870

Jerry W. Cottingham, 2001 96,000 -- -- 7,536
Vice President, Dedicated Services/ 2000 96,000 -- 8,000 7,247
Logistics-Sales 1999 16,000 13,846 8,000 401

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(1) Represents cash incentives earned by the executive officers pursuant to the
Company's Incentive Compensation Plan for services rendered in the years
indicated.

(2) The amounts shown for 2001 represent matching contributions under the
Company's 401(k) Plan in the benefit of Mr. Powell ($3,365), Mr. Orler
($2,694), Mr. Jacobs ($2,671), Mr. Majors ($1,864), and Mr. Cottingham
($2,007), and the dollar value of life insurance premiums paid by the
Company in 2001 for the benefit of Mr. Powell ($4,421), Mr. Orler ($2,331),
Mr. Jacobs ($2,331), Mr. Majors ($1,245) and Mr. Cottingham ($5,529).

(3) Mr. Powell was President of the Company until February 2002 when the Board
of Directors named Mr. Orler President.

(4) Mr. Jacobs retired as Vice President, Operations of the Company in February
2002.

STOCK OPTION GRANTS

No options were granted to any named executive officer under the Option Plan
during 2001.

STOCK OPTION EXERCISES AND YEAR-END VALUES

EMPLOYEE STOCK OPTION PLAN
AGGREGATED OPTION EXERCISES IN
LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION VALUES
-----------------------------------------
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
SHARES UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
ACQUIRED VALUE AT FISCAL YEAR-END AT FISCAL YEAR-END
ON EXERCISE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
NAME (#) ($) (1) (#) ($) (2)
---- ----------- -------- ------------------------- -------------------------

Robert M. Powell -- -- -- / 16,000 -- / 79,520
Jerry D. Orler 32,000 72,000 16,000 / 32,000 75,200 / 163,360
George R. Jacobs 32,000 60,000 16,000 / 32,000 75,200 / 163,360
Patrick N. Majors -- -- 12,000 / 14,000 2,400 / 45,280
Jerry W. Cottingham -- -- -- / 8,000 -- / 44,080

----------
(1) Market value of the Common Stock on the exercise date less the exercise
price, multiplied by the number of shares acquired upon exercise.

(2) Market value of the Common Stock at December 31, 2001 less the option
exercise price, multiplied by the number of shares.

COMPARISON OF RETURN ON EQUITY

The following graph reflects the total return, which assumes reinvestment
of dividends, of a $100 investment in USA Truck Common Stock, the Dow Jones
Equity Market Index, and the Dow Jones Trucking Index on December 31, 1996. The
graph is based on an initial investment in USA Truck Common Stock at $8.00 per
share, the closing sale price of the Common Stock on such date.

COMPARISON OF ANNUAL CUMULATIVE TOTAL RETURN
Among USA Truck, Inc., Dow Jones Equity Market Index & Dow Jones Trucking Index

[GRAPH]

12/31/96 12/31/97 12/31/98 12/31/99 12/31/00 12/31/01
-------- -------- -------- -------- -------- --------

[ ] USA TRUCK, INC. 100 147 145 98 69 137
o DOW JONES EQUITY MARKET INDEX 100 132 165 202 183 161
[X] DOW JONES TRUCKING INDEX 100 150 159 164 164 184

COMPENSATION OF DIRECTORS

The Company pays each director who is not an employee of the Company a fee
of $1,500 per quarter plus $500 per quarter for members of the Audit Committee
and reimburses all directors for reasonable expenses they may incur attending
Board or committee meetings.

The Company's 1997 Nonqualified Stock Option Plan for Non-employee
Directors of the Company (the "Directors' Plan") provides for the grant to
directors, who are not officers or employees of the Company or its affiliates,
of nontransferable, nonqualified options to purchase Common Stock. A maximum of
25,000 shares of Common Stock may be issued under the Directors' Plan, which
will terminate ten years after the date of its adoption unless sooner terminated
by the Board. The Non-employee Director Stock Option Committee, which consists
of two or more members of the Board, a majority of which may not be non-employee
directors, administers the Directors' Plan. The committee has discretion to
interpret the Directors' Plan and to determine the directors to whom options are
granted, the date of grant of each option, the number of shares subject thereto
and the nature of restrictions, if any, on such shares. The committee determines
the periods during which each option will be exercisable, provided that no
option may vest less than six months or more than three years after grant or be
exercisable more than five years after grant (or after certain earlier dates
following termination of service). The per share exercise price of each option,
which must be paid in cash, is also set by the committee, but may not be less
than the fair market value of a share of Common Stock on the date of grant.

On May 2, 2001, options were granted under the Directors' Plan to James B.
Speed, a non-employee director of the Company. Mr. Speed was granted options to
purchase 6,000 shares of Common Stock, at an exercise price of $6.65 per share,
which is equal to the market price of the Common Stock on the grant date. The
exercise period of each such option will commence on May 2, 2004, and the
expiration date of each option is May 2, 2006.

Directors who are employees of the Company are eligible to be granted
options under the Company's Employee Stock Option Plan.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The current members of the Executive Compensation Committee of the
Board of Directors are James B. Speed (Chairman), Roland S. Boreham, Jr., and
Jim L. Hanna. Mr. Speed served as Chairman of the Board of the Company from
December 1988 to October 2000. Mr. Boreham is the Chairman of the Board of
Baldor Electric Company, and Baldor Electric Company is party to a contract with
the Company whereby the Company transports products manufactured by Baldor
Electric Company. See "Certain Transactions."

INDEPENDENT AUDITOR

Ernst & Young LLP has been the independent auditor for the Company since
1989 and has been appointed by the Company to serve as its independent auditor
for the 2002 calendar year. Fees for the last fiscal year were: Audit services
of $54,000, tax services of $37,000 and all other services of $3,500. The Audit
Committee considered the non-audit services rendered by Ernst & Young LLP and
concluded that the services were compatible with maintaining the independence of
Ernst & Young LLP. A representative of Ernst & Young LLP will be present at the
2002 Annual Meeting and will have the opportunity to make a statement and will
be available to respond to appropriate questions from stockholders.

REPORT OF AUDIT COMMITTEE

The Audit Committee oversees the Company's financial reporting process on
behalf of the Board of Directors. The Audit Committee's actions are governed by
a written charter, which has been adopted by the Board of Directors. In
fulfilling its oversight responsibilities, the Audit Committee reviewed the
audited financial statements in the Annual Report with management including a
discussion of the quality, not just the acceptability, of the accounting
principles, the reasonableness of significant judgments, and the clarity of
disclosures in the financial statements. All of the members of the Audit
Committee are independent as defined by Rule 4200(a)(15) of the National
Association of Securities Dealer's listing standards. In addition, the Audit
Committee has discussed with the independent auditors the auditors' independence
from management and the Company including the matters in the written disclosures
required by the Independent Standards Board and considered the compatibility of
non-audit services with the auditors' independence.

The Audit Committee discussed with the Company's independent auditors the
matters required to be discussed by SAS 61 (Codification of Statements on
Auditing Standards, AV ss.380), as well as the overall scope and plans for their
audit. The committee meets with the independent auditors, with and without
management present, to discuss the results of their examinations, their
evaluations of the Company's internal controls, and the overall quality of the
Company's financial reporting. The Audit Committee held four meetings during the
fiscal year 2001.

In reliance on the reviews and discussions referred to above, and after
receiving and reviewing the written disclosures and the letter from the
independent accountants as required by Independent Standards Board Standard No.
1 (Independence Discussions with Audit Committees), the Audit Committee
recommended to the Board of Directors (and the Board has approved) that the
audited financial statements be included in the Annual Report on Form 10-K for
the year ended December 31, 2001 for filing with the Securities and Exchange
Commission. The Audit Committee and the Board have also appointed the Company's
independent auditors for the 2002 calendar year.

By the Members of the Audit Committee:

Joe D. Powers (Chairman)
Jim L. Hanna
Roland S. Boreham, Jr.

CERTAIN TRANSACTIONS

The Company has adopted a policy of not making loans to or entering into
leases, equipment purchase agreements or other contracts with officers,
directors or affiliates of the Company unless a majority of the Board of
Directors, and a majority of the disinterested directors, determine that the
transaction is reasonable, in the best interest of the Company and on terms no
less favorable than could be obtained from an unrelated third party.

The Company is a party to a contract with Alpha Delta Aviation, Inc.
pursuant to which the Company receives aircraft charter service for the
transportation of employees in connection with Company business. Robert M.
Powell, Chairman and CEO of the Company, is the owner of Alpha Delta Aviation,
Inc. This contract was unanimously approved by the Board of Directors, with Mr.
Powell abstaining, and is reviewed annually by the Board of Directors. The Board
reviews, on a regular basis, rates charged for similar services by third parties
in the relevant market area and has concluded that the terms of this contract
are no less favorable than the Company could obtain from an unrelated third
party. In 2001, the total amount paid by the Company to Alpha Delta Aviation,
Inc. under this contract was $99,880.

The Company is a party to a contract with Baldor Electric Company pursuant
to which the Company transports products manufactured by Baldor Electric
Company. Roland S. Boreham Jr., Director of the Company, is the Chairman of the
Board of Baldor Electric Company. This contract was unanimously approved by the
Board of Directors, with Mr. Boreham abstaining, and is reviewed annually by the
Board of Directors. The Board reviews, on a regular basis, rates charged for
similar services by third parties in the relevant market area and has concluded
that the terms of this contract are no less favorable than the Company would
require from an unrelated third party. In 2001, the total amount received by the
Company from Baldor Electric Company under this contract was $290,000.

SECTION 16(a) COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's directors and officers, and persons who own more than 10%
of a registered class of the Company's equity securities, to file reports of
ownership and changes of ownership with the Securities and Exchange Commission.
Based solely on its review of the copies of such reports received by it, and
written representations from certain reporting persons, the Company believes
that during fiscal 2001, all filing requirements applicable to its directors,
officers and greater than 10% beneficial owners were complied with, except that
one report on Form 4 for Robert M. Powell, Chairman of the Board and CEO, was
inadvertently filed late.

STOCKHOLDER PROPOSALS

The 2003 Annual Meeting of the Company is tentatively scheduled to be held
during the first week of May 2003. The bylaws of the Company provide that to be
considered for inclusion in the proxy material for an annual meeting,
stockholder proposals, including proposals nominating persons for election to
the Board of Directors of the Company, must be received at the Company's
principal executive offices no later than 120 days prior to the date the
Company's proxy statement will be released to stockholders in connection with
the Annual Meeting held in the

preceding year. Accordingly, proposals submitted for inclusion in the proxy
statement relating to the 2003 Annual Meeting must be received by the Company no
later than December 1, 2002. Any such proposal must be set forth in a notice
containing certain information specified in the bylaws. The bylaws also provide
that, to be eligible to submit such a proposal, a stockholder must be the record
or beneficial owner of at least 1% or $1,000 in market value of the shares of
stock entitled to be voted at the Annual Meeting and must have held such shares
for at least one year. If the date of the 2003 Annual Meeting is changed by more
than 30 calendar days from the date contemplated by this paragraph, a
stockholder proposal must be received by the Company a reasonable time before
the proxy statement for such meeting is sent to stockholders to be considered
for inclusion.

OTHER MATTERS

So far as now known, there is no business other than that described above
to be presented to the stockholders for action at the 2002 Annual Meeting.
Should other business come before the 2002 Annual Meeting, votes may be cast
pursuant to proxies in respect to any such business in the best judgment of the
persons acting under the proxies.

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

CLIFTON R. BECKHAM
Secretary

April 1, 2002

UPON WRITTEN REQUEST OF ANY STOCKHOLDER, THE COMPANY WILL FURNISH, WITHOUT
CHARGE, A COPY OF THE COMPANY'S 2001 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 CLIFTON R. BECKHAM,
SECRETARY OF THE COMPANY, AT THE COMPANY'S EXECUTIVE OFFICES, 3200 INDUSTRIAL
PARK ROAD, VAN BUREN, ARKANSAS 72956. THE WRITTEN REQUEST MUST STATE THAT AS OF
MARCH 6, 2002 THE PERSON MAKING THE REQUEST WAS A BENEFICIAL OWNER OF SHARES OF
THE COMMON STOCK OF THE COMPANY.

USA TRUCK, INC.
3200 INDUSTRIAL PARK ROAD, VAN BUREN, ARKANSAS 72956
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS MAY 8, 2002

The undersigned stockholder(s) of USA TRUCK, INC. hereby appoint(s) ROBERT
M. POWELL and JERRY D. ORLER, and each or either of them, the true and lawful
attorneys-in-fact and proxies for the undersigned, with power of substitution,
to attend the meeting and to vote the stock owned by or registered in the name
of the undersigned, as instructed below, at the Annual Meeting of Stockholders
to be held on May 8, 2002, at 10:00 a.m., Central Time, and at any adjournments
thereof, for the transaction of the following business:

Please mark boxes [X] in blue or black ink.

Election of Two (2) Class I Directors for a term of office expiring at the 2005
Annual Meeting of Stockholders:

[ ] FOR the nominee listed below

[ ] WITHHOLD AUTHORITY to vote for the nominee listed
below.

Jim L. Hanna

[ ] FOR the nominee listed below

[ ] WITHHOLD AUTHORITY to vote for the nominee listed
below.

Joe D. Powers

(FRONT)

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 ABOVE NOMINEE. THE PROXIES WILL VOTE IN THEIR SOLE DISCRETION
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.

Please sign, date, and return
this proxy as soon as possible.

Dated: , 2002
-------------------

--------------------------------
(Signature)

(Please sign exactly as name(s)
appear(s) at left. 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.)

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