Board Justification

Our 2024 compensation plan was based on a conservative pay policy with executive officer pay targeted to the market median and was designed to appropriately award our executive officers for these results and the stockholder value they created by directly linking pay and performance.

Board Justification

Under the 2024 Cash Bonus Plan, certain of our employees, including our named executive officers, were eligible to earn incremental cash bonuses upon satisfaction of 2024 performance targets related to adjusted operating income growth, consolidated revenue growth excluding Trucking and LTL fuel surcharge, and strategic objectives related to improving the profitability of U.S. Xpress and expanding the LTL terminal network. In addition, payout under the 2024 Cash Bonus Plan could be adjusted between -10% and +10% based on the Company’s scores provided by several ESG rating indices, including but not limited to MSCI, Sustainalytics, CDP, EcoVadis, and S&P Global.

Board Justification

Represents vehicle allowance and a gift card for Mr. Miller and matching 401(k) plan contributions.

Board Justification

In March 2025, the Compensation Committee determined that (i) the Company’s Return on Net Tangible Assets ranking was second, (ii) the Company’s CAGR Total Revenue Growth ranking was second, and (iii) the Company’s TSR was (1.88)%, positioning the Company below the 40th percentile of the peer group, as verified by an independent third party, resulting in a TSR adjustment of 75%. Accordingly, in March 2025, 112.5% of the 2021 Relative Performance PRSUs were issued, resulting in Messrs. Miller receiving 14,149 shares