Randy Rogers, the former CEO of USA Truck Inc. of Van Buren, would have made nearly $2 million in compensation in 2016 if he hadn’t left the company.
Rogers’ total compensation in 2016 was listed as $1.99 million in a proxy statement USA Truck filed with the U.S. Securities & Exchange Commission. USA Truck noted that his actual compensation was $734,578 because he forfeited 86,789 shares of USA Truck stock when he left the company.
Rogers officially resigned from the company Jan. 28 after serving a year as president and CEO. As part of his severance agreement with USA Truck, Rogers received $425,000 payable over 12 months, as well as $120,000 in a lump-sum payment; Rogers also received money for moving expenses.
Rogers’ 2016 salary was $409,115 and his stock awards would have been $1.35 million. USA Truck didn’t specify how much Rogers actually received in stock awards.
USA Truck posted four consecutive negative quarters in 2016 for a total annual loss of $7.7 million, down from a profit of $11.1 million in 2015. Revenue was $429 million, down from $507.9 million the previous year; its share price also took a hit, dropping from more than $19 in August 2016 to $7.32 at close of business Tuesday.
USA Truck also had a severance agreement with former CFO Michael Borrows, who resigned in May 2016. The company agreed to pay Borrows $450,000 over 18 months — equal to his annual salary for the time span — as well as a lump sum of $180,000.
The company said Borrows forfeited 62,660 shares when he left the company. His total compensation for the year was $1.67 million, which included $900,591 in stock awards and a portion of his severance pay.
A third USA Truck executive, Trucking segment President Martin Tewari, left the company in March and did not receive severance benefits. Tewari’s total compensation in 2016 was $693,481, which included salary of $293,750 and stock awards of nearly $385,000; Tewari forfeited 47,729 shares when he left the company.
Tewari’s total compensation in 2015 was $875,689.
Most of the other named executives in the proxy were newcomers to the list who did not have 2015 compensation for comparison. CEO James Reed was hired as the company’s CFO in November 2016, five months after Borrows’ departure, and then was promoted to replace Rogers.
Reed’s compensation was $417,582 in 2016, which included salary of $53,891, stock awards of $149,996 and $157,483 in relocation expenses. Reed’s salary as CEO in 2017 will be $400,000.
Jim Craig joined USA Truck in 2016 as president of USAT Logistics and has since been promoted to chief commercial officer. His 2016 total compensation was slightly more than $1 million, which included $262,692 salary and nearly $670,000 in stock awards. His 2017 salary as CCO will be $350,000.
Joseph Kaiser was named vice president and chief accounting officer in 2016 and had total compensation of $419,424, which included $244,270 in salary and $123,396 in stock awards. Kaiser served as principal financial officer between Borrows’ and Reed’s tenure and was named PFO again when Reed was promoted to CEO.
Vice President and General Counsel Troy Robertson earned $325,210 in total compensation, which included $205,000 in salary. Former interim CEO Tom Glaser, who is a member of the board of directors, earned compensation of slightly less than $300,000 in 2016, a big drop from the $1.15 million in 2015.
USA Truck also announced its annual shareholders meeting would be 10 a.m. May 10 at company headquarters in Van Buren. Two members of the seven-member board of directors, Barbara Faulkenberry and Susan Chambers, are up for re-election; three members of the board of directors have retired since the last shareholders’ meeting.
USA Truck announced one of the proposals up for a vote at the meeting is an amendment to the company’s incentive plan. The amendment would allow the company to issue another 500,000 in common stock to use as recruiting tools to form a new executive team.
The company said it is in the market for a new CFO to fill Reed’s former position, a new Trucking president to replace Tewari and a chief technology officer. USA Truck said it only has 270,700 shares available, which the company said is “insufficient” for compensation and could force USA Truck to pay cash to hire and retain executives.
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