DEF 14A

DEF 14A 1 d206775ddef14a.htm DEF 14A DEF 14A

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:


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☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Pursuant to § 240.14a-12

Saia, Inc.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):



☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

LOGO

Notice of Annual Meeting of Stockholders

To be held April 29, 2022

March 21, 2022

To Our Stockholders:

We cordially invite you to attend the 2022 annual meeting of stockholders of Saia, Inc. The meeting will be held in a virtual format on April 29, 2022, at 10:30 a.m., Eastern Daylight Time. Stockholders will not be able to attend the Annual Meeting physically but will be able to participate by submitting questions and voting online. To be admitted to the virtual Annual Meeting at www.meetnow.global/MYUDPTF, you must enter the control number found on your proxy card, voter instruction form or the notice. A list of stockholders entitled to vote will be available via electronic link during the whole time of the annual meeting once you are admitted to the meeting room. We look forward to your participation.

The purpose of the meeting is to:

1.	Elect four directors for a one year term;

2.	Vote on an advisory basis to approve the compensation of Saia’s Named Executive Officers;

3.	Consider an amendment to our Amended and Restated Certificate of Incorporation to eliminate supermajority voting requirements;

4.	Consider an amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of our common stock;

5.	Ratify the appointment of KPMG LLP as Saia’s independent registered public accounting firm for fiscal year 2022; and

6.	Transact any other business that may properly come before the meeting and any postponement or adjournment of the meeting.

Only stockholders of record at the close of business on March 4, 2022 may vote at the meeting or any postponements or adjournments of the meeting.

By order of the Board of Directors,

LOGO

Douglas L. Col

Secretary

Please complete, date, sign and return the accompanying proxy card, voter instruction card, or vote by telephone or the internet. The enclosed return envelope requires no additional postage if mailed in either the United States or Canada. Alternatively, you may vote electronically via the internet. Go to www.investorvote.com/saia and follow the steps outlined on the secure website.

If you are a registered stockholder, you may elect to have next year’s proxy statement and annual report made available to you via the internet. We strongly encourage you to enroll in this service. It is a cost-effective way for us to send you proxy materials and annual reports.

Your vote is very important. Please vote whether or not you plan to attend the meeting.

Proxy Summary

This summary highlights certain information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider and you should read the entire proxy statement before voting. For more complete information regarding the 2021 performance of Saia, Inc. (the “Company”), please review the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

2022 Annual Meeting of Stockholders

•

Date and Time:

April 29, 2022, 10:30 a.m., Eastern Daylight Time

•

Virtual:

Attend the annual meeting online, including voting and submitting questions at:

www.meetnow.global/MYUDPTF

•

Record Date:

March 4, 2022

Voting Matters and Board Recommendations


	Our Board’s Recommendation
Election of Four Directors (page 2)		FOR each Director Nominee
Advisory Vote to Approve Executive Compensation (page 57)		FOR
Approve the Elimination of Supermajority Voting (page 58)		FOR
Approve an Increase in Authorized Shares of Common Stock (page 60)		FOR
Ratification of Appointment of Independent Registered Public Accounting Firm (page 62)		FOR

2021 Business Highlights

In 2021, the Company continued to effectively execute its long-term strategic plan and delivered strong operating results despite the challenges of COVID-19. The following illustrates the three-year directional relationship between Company performance, based on four of the Company’s key operating metrics, and the compensation (as defined below) of Saia’s Chief Executive Officer.

2022 Proxy Statement

SAIA, INC.

PROXY SUMMARY

Director Nominees (page 2)

Saia is phasing out its classified Board of Directors. The Board of Directors currently consists of ten directors divided into three classes but following the 2022 annual meeting of stockholders only two classes will remain. The terms of the Class II directors will expire at the upcoming annual meeting. The Board of Directors has nominated the following persons as Class III directors for terms expiring at the 2023 annual meeting of stockholders. If elected, these nominees will join the existing Class III of directors. Proxies cannot be voted for a greater number of persons than the four nominees named herein. Each nominee is currently a director of Saia.

Name

Age

Director Since

Primary Occupation

Committee Memberships

Kevin A. Henry*

2021

Chief People Officer at BlueLinx Holdings Inc.

Compensation

Frederick J. Holzgrefe, III

2019

President & Chief Executive Officer of Saia, Inc.

None

Donald R. James*

2021

Chief Executive Officer of Solero Technologies, effective April 1, 2022

Audit

Richard D. O’Dell

2006

Chairman of the Board and Retired Chief Executive Officer of Saia, Inc.

None

*	Independent Director

Management Proposals (pages 57-63)

Advisory Vote to Approve Executive Compensation. We are asking stockholders to approve on an advisory basis our Named Executive Officer compensation. The Board recommends a FOR vote because it believes that our compensation policies and practices are effective in attracting, motivating and retaining talented executive officers and aligning the executives’ long-term interests with those of our stockholders.

Approve the Elimination of Supermajority Voting. Stockholders are requested to approve an amendment to the Company’s Certificate of Incorporation to eliminate provisions in the certificate that require approval of holders of two-thirds of the outstanding shares of common stock to amend certain provisions of the certificate. The Board recommends a FOR vote because adopting a majority voting standard provides more accountability to stockholders and promotes stronger corporate governance.

Approve an Increase in Authorized Shares of Common Stock. Having issued over one-half of the existing authorized shares of common stock, we seek stockholder approval to increase the number of shares of authorized common stock from 50,000,000 shares to 100,000,000 shares. The Board recommends a FOR vote so that the Company may have the flexibility in the future to issue more common shares, whether as a stock dividend or stock split, as consideration for an acquisition, in accordance with equity incentive plans, to raise additional capital or otherwise.

4.	Ratification of Appointment of Independent Registered Public Accounting Firm. As a matter of good governance, we are asking our stockholders to ratify the selection of KPMG LLP as our auditors for 2022.


ii		SAIA, INC.		2022 Proxy Statement

PROXY SUMMARY

Corporate Governance (page 13)

The following are highlights of Saia’s corporate governance practices:

•

Separate Chief Executive Officer and Chairman of the Board. Maintaining separate roles allows the Chairman to devote his time and attention to matters of Board oversight and governance and allows the Chief Executive Officer to focus his time and energy managing the business.

•

The Board has a Lead Independent Director. The Lead Independent Director position ensures the Board has a director in a leadership position that is “independent” under applicable rules of the Nasdaq Global Select Market. The Lead Independent Director is elected annually by the independent directors. For 2021, the Lead Independent Director was Randolph W. Melville.

•

Saia has a Diverse Board. Of the ten members of Saia’s Board, three are women and four are ethnically diverse.

•

Commitment to Board Refreshment. Of the ten members of Saia’s Board, eight have joined the Board in the last seven years.

•

Phasing out Classified Board Structure. The Board initiated and the stockholders approved the phased elimination of the staggered election of directors at the 2021 annual meeting of stockholders. Starting with the election of directors at this 2022 annual meeting of stockholders, all directors whose terms are expiring at an annual meeting will be elected for a one year term.

•

Board Oversight of Risk Management. The Board executes its oversight responsibility both through active review and discussion of key risks facing the Company and by delegating certain oversight responsibilities to Board Committees.

•

Majority Voting for Director Elections. Saia’s Bylaws require that, in an uncontested election, a nominee to the Board must receive more votes cast for than against his or her election in order to be elected to the Board. If an incumbent director fails to receive a majority of the vote for reelection in an uncontested election, the Nominating and Governance Committee recommends to the full Board whether to accept or reject the nominee’s previously submitted resignation, and the full Board makes the final determination. We believe the ability of stockholders to vote for or against a director, as opposed to merely withholding a vote for a director, increases accountability to stockholders. The election of directors at the 2022 annual meeting of stockholders is an uncontested election.

•

Three Standing Committees of the Board of Directors: the Audit Committee, the Compensation Committee and the Nominating and Governance Committee. Saia’s Board Committees are comprised entirely of independent directors. Saia’s Committee charters are available free of charge on the Company’s website (www.saia.com) under the investor relations section.

•

Stock Ownership Guidelines. The Company has adopted stock ownership guidelines that apply to all officers who are eligible to receive long-term incentives, including all Named Executive Officers, and to Saia’s directors.

•

Annual Board and Committee Evaluations. The Board conducts annual Board and Committee performance evaluations that are intended to determine whether the Board and each of its Committees are functioning effectively and to provide them with an opportunity to reflect on and improve processes and effectiveness.

•

Clawback Policy. The Company has a “clawback” policy that authorizes the Company to seek to recover incentive compensation awarded to an officer or executive of Saia if the result of a performance measure upon which the award was based is subsequently restated or otherwise adjusted in a manner that would reduce the size of the award. In addition, if an officer or executive of Saia engages in “Improper Conduct” (as defined under the policy), Saia may, within three years following the payment or vesting of incentive compensation, seek recovery of such incentive compensation.

•

Policy Against Hedging and Pledging of Saia Stock. Directors and employees subject to the Company’s insider trading policies may not engage in short sales of Saia common stock, in transactions involving puts, calls, or other derivative securities of the Company or in hedging transactions with respect to the Company. Additionally, directors and such employees are prohibited from holding Saia common stock in a margin account and from pledging Saia common stock as collateral for indebtedness.

2022 Proxy Statement

SAIA, INC.

iii

PROXY SUMMARY

Executive Compensation Highlights (page 24)

•

2021 Say-on-Pay Results. In 2021, holders of 97.7% of our stock voting on the question approved on an advisory basis the compensation paid to our Named Executive Officers as described in the 2021 proxy statement. The chart below shows the Company’s “say-on-pay” results over the past five years:

LOGO

•

Saia Company Performance Aligned with CEO Compensation. As part of the compensation analysis performed by Mercer US Inc. (“Mercer”), independent compensation consultant to the Compensation Committee, for 2021 the Compensation Committee reviewed the Company’s three-year total stockholder return (“TSR”) and three-year CEO “total direct compensation” for the period from 2018 – 2020. The graph below shows three-year TSR percentiles of the Company and other peer group companies. Saia’s three-year CEO total direct compensation (50^th percentile) reflect that Saia’s performance is aligned with the compensation of its CEO over that period.

3-YEAR CEO TOTAL DIRECT COMPENSATION⁽¹⁾ VS. 3-YEAR TOTAL STOCKHOLDER RETURN⁽²⁾

LOGO

(1)

CEO total direct compensation reflects actual cash compensation earned for 2018 – 2020, in-the-money value of stock options, restricted stock and performance stock units granted during 2018 – 2020 as of December 31, 2020 (for performance stock units where performance period is complete, analysis reflects the actual number of shares earned; in other cases, the target number of shares was used). 2020 is the most recent year for which sufficient peer group data is available. CEO total direct compensation reflects compensation paid to Richard D. O’Dell during 2018 and 2019 and until his retirement as Chief Executive Officer on April 28, 2020 and thereafter compensation paid to Frederick J. Holzgrefe, III. TSR data was sourced by Mercer and compensation data is based on proxy statement disclosure for the peer group companies.

(2)	The shaded circles represent the TSR of the Company and other peer group companies for the period from 2018 – 2020. Certain companies within our peer group were excluded from this analysis due to lack of sufficient data.


iv		SAIA, INC.		2022 Proxy Statement

PROXY SUMMARY

2021 Compensation Summary

Below is a summary of compensation awarded to, earned by or paid to the Named Executive Officers for services rendered in all capacities within Saia during the fiscal year ended December 31, 2021.


Name & Principal Position	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)		Total ($)
Frederick J. Holzgrefe, III President & Chief Executive Officer (PEO)		825,000		—		1,981,414		404,744		1,650,000		76,358		4,937,517
Douglas L. Col Executive Vice President & Chief Financial Officer (PFO)		437,750		—		567,678		115,910		612,864		47,893		1,782,095
Raymond R. Ramu Executive Vice President & Chief Customer Officer		477,335		—		642,818		131,573		716,904		53,891		2,022,521
Patrick D. Sugar Executive Vice President Operations		375,361		—		546,298		70,799		404,653		41,566		1,438,677
Rohit Lal Executive Vice President & Chief Information Officer		345,327		—		232,765		47,617		346,080		38,001		1,009,789

See also the narrative and footnotes accompanying the Summary Compensation Table on page 41.

Important Dates for 2023 Annual Meeting of Stockholders (page 71)

Any stockholder who intends to present a proposal at the annual meeting in 2023 must deliver such proposal to Saia’s corporate Secretary at 11465 Johns Creek Parkway, Suite 400, Johns Creek, Georgia 30097:

•

Not later than November 20, 2022, if the proposal is submitted for inclusion in our proxy materials for that meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934.

•

On or after December 30, 2022, and on or before January 29, 2023, if the proposal is submitted pursuant to Saia’s Bylaws, in which case we are not required to include the proposal in our proxy materials.

Forward-Looking Statements

This proxy statement includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current facts, made in this proxy statement are forward-looking. Words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “may,” “plan,” “predict,” “believe,” “should” and similar words or expressions are intended to identify forward-looking statements. Investors should not place undue reliance on forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements, except as required by law. All forward-looking statements reflect the present expectation of future events of our management as of the date of this proxy statement and are subject to a number of important factors, risks, uncertainties and assumptions that could cause actual results to differ materially from those described in any forward-looking statements. Factors, risks, uncertainties amd assumptions that could cause our actual results to differ significantly from management’s expectations are described in our 2021 Annual Report on Form 10-K. Website references throughout this proxy statement are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.

2022 Proxy Statement

SAIA, INC.

11465 Johns Creek Parkway, Suite 400

Johns Creek, Georgia 30097

2022 PROXY STATEMENT

The Board of Directors (the “Board”) of Saia, Inc. (“Saia” or the “Company”) is furnishing you this proxy statement in connection with the solicitation of proxies on its behalf for the 2022 annual meeting of stockholders. The meeting will be held in a virtual format on April 29, 2022, at 10:30 a.m., Eastern Daylight Time. Stockholders will not be able to attend the Annual Meeting physically. To be admitted to the virtual Annual Meeting at www.meetnow.global/MYUDPTF, you must enter the control number found on your proxy card, voter instruction form or the notice you previously received. At the meeting, stockholders will vote on (a) the election of four directors, (b) an advisory basis to approve the compensation of Saia’s Named Executive Officers, (c) a management proposal to amend our Certificate of Incorporation to eliminate supermajority voting requirements, (d) a management proposal to amend our Certificate of Incorporation to increase the number of authorized shares of our common stock, (e) the ratification of the appointment of KPMG LLP as Saia’s independent registered public accounting firm for fiscal year 2022, and (f) the transaction of any other business that may properly come before the meeting, and any postponement or adjournment of the meeting, although we know of no other business to be presented.

By submitting your proxy (either by signing and returning the enclosed proxy card or by voting electronically on the internet or by telephone), you authorize Frederick J. Holzgrefe, III and Richard D. O’Dell and each of them to represent you and vote your shares at the meeting in accordance with your instructions. They also may vote your shares to adjourn the meeting and will be authorized to vote your shares at any postponements or adjournments of the meeting.

Saia’s Annual Report to Stockholders for the fiscal year ended December 31, 2021, which includes Saia’s audited annual consolidated financial statements, accompanies this proxy statement. Although the Annual Report is being distributed with this proxy statement, it does not constitute a part of the proxy solicitation materials and is not incorporated by reference into this proxy statement.

We are first sending this proxy statement, form of proxy and accompanying materials to stockholders on or about March 21, 2022.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE PROMPTLY SUBMIT YOUR PROXY EITHER IN THE ENCLOSED ENVELOPE, VIA THE INTERNET OR BY TELEPHONE.

2022 Proxy Statement

SAIA, INC.

Proposal 1 – Election of Directors

Stockholders approved the phased elimination of the staggered election of directors at the Company’s 2021 annual meeting of stockholders. Starting with the election of directors at this 2022 annual meeting of stockholders, all directors whose terms are expiring at an annual meeting will be elected for a one year term. The Board of Directors currently consists of ten directors divided into three classes (Class I, Class II and Class III).

The terms of the Class II directors will expire at the upcoming annual meeting. Following the 2022 annual meeting of stockholders, only two classes will remain (Class I and Class III). The Board of Directors has nominated Kevin A. Henry, Frederick J. Holzgrefe, III, Donald R. James and Richard D. O’Dell for election as Class III directors for terms expiring at the 2023 annual meeting of stockholders. Each nominee currently serves as a director.

Each nominee has consented to being named in this proxy statement and has agreed to serve if elected. If a nominee is unable to stand for election, the Board of Directors may either reduce the number of directors to be elected or select a substitute nominee. If a substitute nominee is selected, the proxy holders will vote your shares for the substitute nominee, unless you have withheld authority. Proxies cannot be voted for a greater number of persons than the four nominees named herein.

In addition to the information presented below regarding the specific experience, qualifications, attributes and skills of each nominee and continuing director that led the Board of Directors to the conclusion that such person should serve as a director, the Board also believes that all of the nominees and continuing directors have a reputation for high personal and professional ethics, integrity, values and character. Each nominee and continuing director brings a strong and unique background and set of skills to the Board of Directors giving the Board as a whole competence and experience in a wide variety of areas, including corporate governance and board service, executive and operations management, strategic planning, sales and marketing, the less-than-truckload (“LTL”) and transportation industry, accounting and finance, and risk assessment. They have demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to the Company and the Board. Each nominee and continuing director is committed to achieving, monitoring and improving on the Company’s business strategy.

LOGO

Your Board of Directors unanimously recommends that you vote “FOR” the election of each of the four nominees. Unless authority to vote in the election of directors is withheld, it is the intention of the persons named proxies to vote “FOR” the election of the four Nominees named in this proposal.


2		SAIA, INC.		2022 Proxy Statement

PROPOSAL 1 – ELECTION OF DIRECTORS

Board Nomination Process

•

Number of New Directors in Last Seven Years: 8 Directors

•

Average Tenure of Directors: 6 Years

•

Average Age of Directors: 58 Years

•

Percentage of Woman Directors: 30%

•

Percentage of Ethnically Diverse Directors: 40%

•

Percentage of Independent Directors: 80%

The Nominating and Governance Committee is responsible for recommending director candidates to the Board of Directors. The Nominating and Governance Committee will apply the criteria set forth in the Corporate Governance Guidelines when considering whether to recommend any candidate as a director nominee, including candidates recommended by stockholders. The Nominating and Governance Committee seeks nominees with a broad range of experience, professions, skills, geographic representation and backgrounds. The Nominating and Governance Committee believes 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.

The Corporate Governance Guidelines include director qualification standards that provide as follows:

•

A majority of the members of the Board of Directors must qualify as independent directors in accordance with the rules of The Nasdaq Global Select Market;

•

No member of the Board of Directors should serve on the Board of Directors of more than three other public companies;

•

No person may stand for election as a director of the Company after reaching age 72; and

•

No director shall serve as a director, officer or employee of a competitor of the Company.

While the selection of qualified directors is a complex, subjective process that requires consideration of many intangible factors, the Corporate Governance Guidelines provide that directors and candidates for director generally should, at a minimum, meet the following criteria:

•

Directors and candidates should have high personal and professional ethics, integrity, values and character and be committed to representing the best interests of the Company and its stockholders;

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Directors and candidates should have experience and a successful track record at senior policy-making levels in business, government, technology, accounting, law and/or administration;

•

Directors and candidates should have sufficient time to devote to the affairs of the Company and to enhance their knowledge of the Company’s business, operations and industry; and

•

Directors and candidates should have expertise or a breadth of knowledge about issues affecting the Company that is useful to the Company and complementary to the background and experience of other Board members.

If a vacancy arises or the Board decides to expand its membership, the Nominating and Governance Committee may seek recommendations of potential candidates from a variety of sources (including incumbent directors, stockholders, the Company’s management and professional recruitment firms). The Nominating and Governance Committee evaluates each potential candidate’s educational background, employment history, outside commitments and other relevant factors to determine whether he or she is potentially qualified to serve on the Board. The Nominating and Governance Committee seeks to identify and recruit the best available candidates. The Committee evaluates qualified candidates recommended by stockholders on the same basis as those submitted by other sources. Stockholders who wish to recommend a candidate for director or nominate a candidate for election at an annual meeting should follow the procedures described on page 72.

2022 Proxy Statement

SAIA, INC.

PROPOSAL 1 – ELECTION OF DIRECTORS

Board Diversity

The Board is committed to having diverse individuals from different backgrounds with varying perspectives, professional experience, education and skills serving as members of the Board. The Board believes that a diverse membership with a variety of perspectives and experiences is an important feature of a well-functioning board, and the composition of the Board reflects the Board’s commitment to diversity. When identifying candidates for the Board, the Board endeavors to search for highly qualified women and individuals from minority groups to include in the pool from which directors are chosen. Of the ten members of Saia’s Board, three are women and four are ethnically diverse.


Board Diversity Matrix (As of December 31, 2021)
Total Number of Directors		10

	Male		Female		Non-Binary		Did Not Disclose Gender
Part I: Gender Identity
Number of directors based on gender identity		7		3		0		0
Part II: Demographic Background
African American or Black		3		0		0		0
Alaskan Native or American Indian		0		0		0		0
Asian		0		1		0		0
Hispanic or Latinx		0		0		0		0
Native Hawaiian or Pacific Islander		0		0		0		0
White		4		3		0		0
Two or More Races or Ethnicities		0		1		0		0
LGBTQ+		0
Undisclosed		0

Director Skills


Skills		Number of Directors
Previous or Current Senior Executive		8
Trucking or Logistics Experience		7
Strategic Planning		9
Operations Experience		8
Financial or Accounting		5
Enterprise Risk Management		7
Information Technology or Cybersecurity		3
Human Capital Management		4
Health & Safety		3
Sales & Marketing		3
Environmental		3
Innovation, Engineering & Disruptive Technologies		4
Equipment Operations		3
Investor Relations & Communications		5
Commercial Real Estate		2


4		SAIA, INC.		2022 Proxy Statement

PROPOSAL 1 – ELECTION OF DIRECTORS

Board Refreshment

In the past seven years, the Company has refreshed its Board by adding eight new directors, seven of whom are independent. The Company believes that it benefits from having longer tenured directors, including our Chairman, on the Board who are familiar with the Company’s business. We believe the average tenure of our directors of six years reflects the balance the Board seeks between different perspectives brought by longer-serving directors and new directors.

2022 Proxy Statement

SAIA, INC.

PROPOSAL 1 – ELECTION OF DIRECTORS

INFORMATION CONCERNING NOMINEES AND CONTINUING DIRECTORS

The following tables set forth certain information regarding each nominee for director and continuing director of the Company. The information presented includes information provided to the Company by each nominee and continuing director including such person’s name, age, principal occupation and business experience for at least the past five years, the names of other publicly-held companies of which such person currently serves as a director or has served as a director during the past five years and the year in which the nominee or continuing director first became a director of Saia.

NOMINEES FOR ELECTION AS CLASS III DIRECTORS

FOR A ONE-YEAR TERM EXPIRING AT THE 2023 ANNUAL MEETING

Kevin A. Henry

DIRECTOR SINCE: 2021

AGE: 54

COMMITTEE MEMBERSHIP:

• Compensation

Mr. Henry has served as Chief People Officer at BlueLinx Holdings Inc. since March 2022. He was previously Executive Vice President and Chief Human Resources Officer at Extended Stay America from 2014 to 2022. From 2010 to 2014, Mr. Henry served as Senior Vice President and Chief Human Resources Officer of Snyder’s-Lance, Inc., a national snack food company. Prior to that, Mr. Henry served in a variety of positions at Coca-Cola Bottling Co. Consolidated, a beverage manufacturer and distributor, including as Chief Human Resources Officer from 2007 to 2010 and Senior Vice President of Human Resources from 2001 to 2007.

QUALIFICATIONS

Mr. Henry brings to the Board significant experience in employee relations, organizational development and human capital management.

OTHER PUBLIC COMPANY DIRECTORSHIPS

Current: None


6		SAIA, INC.		2022 Proxy Statement

PROPOSAL 1 – ELECTION OF DIRECTORS

Frederick J. Holzgrefe, III

DIRECTOR SINCE: 2019

AGE: 54

COMMITTEE MEMBERSHIP:

• None

Mr. Holzgrefe has been President and Chief Executive Officer of Saia, Inc. since April 2020. He served as President and Chief Operating Officer of Saia, Inc. from May 2019 to April 2020 and President, Chief Operating Officer and Chief Financial Officer from January 2019 to May 2019. Previously, he was Executive Vice President and Chief Financial Officer of the Company from July 2017 to January 2019. Mr. Holzgrefe joined the Company in September 2014 as Vice President and Chief Financial Officer of the Company. Prior to joining Saia, he led the international business of Golden Peanut and Treenut, serving as Chief Financial Officer from 2006-2012. Mr. Holzgrefe’s prior experience includes tenure in food and technology businesses and banking and financial advisory services.

QUALIFICATIONS

Mr. Holzgrefe brings extensive knowledge about the Company and its operations to the Board. He also has significant operational and financial experience in a broad range of industrial and distribution related businesses.

OTHER PUBLIC COMPANY DIRECTORSHIPS

Current: None

Donald R. James

DIRECTOR SINCE: 2021

AGE: 49

COMMITTEE MEMBERSHIP:

• Audit

Dr. James joined Solero Technologies, a global supplier of solenoids, accumulators and control modules to the automotive industry and industrial sector, in March 2022 and has accepted an offer to become chief executive officer of that company, effective April 1, 2022. Previously, he was President of the Americas for Joyson Safety Systems from 2019 to 2021. Dr. James was with

Continental A.G. starting in 2005 and led various functional areas primarily related to automotive safety technology development and production. He served as Continental A.G.’s Vice President of Hydraulic Brake Systems for North America from 2017 to 2019.

QUALIFICATIONS

Dr. James brings to the Board significant commercial vehicle industry experience in the technology space around alternative fuels, vehicle safety and autonomy. In addition, he brings experience with sustainability and green initiatives.

OTHER PUBLIC COMPANY DIRECTORSHIPS

Current: None

2022 Proxy Statement

SAIA, INC.

PROPOSAL 1 – ELECTION OF DIRECTORS

Richard D. O’Dell

DIRECTOR SINCE: 2006

AGE: 60

COMMITTEE MEMBERSHIP:

• None

Mr. O’Dell is Non-Executive Chairman of the Board of Directors of Saia, Inc. He served as Chief Executive Officer of Saia, Inc. from January 2019 until his retirement in April 2020 and served as President and Chief Executive Officer from December 2006 to January 2019. Prior to assuming the role of Chief Executive Officer, Mr. O’Dell served as President of Saia from July 2006 to December 2006. In 1997, Mr. O’Dell joined Saia LTL Freight, the principal operating subsidiary of the Company, as Chief Financial Officer. He continued in that position until his appointment as President and CEO of Saia LTL Freight in 1999.

QUALIFICATIONS

Mr. O’Dell brings extensive knowledge and understanding of the Company and the LTL industry to the Board through his experience as the former Chief Executive Officer of the Company. Additionally, he has experience in public accounting as a certified public accountant.

OTHER PUBLIC COMPANY DIRECTORSHIPS

Current: None


8		SAIA, INC.		2022 Proxy Statement

PROPOSAL 1 – ELECTION OF DIRECTORS

CLASS III DIRECTORS CONTINUING IN OFFICE WHOSE TERMS EXPIRE

AT THE 2023 ANNUAL MEETING

Donna E. Epps

DIRECTOR SINCE: 2019

AGE: 57

COMMITTEE MEMBERSHIP:

• Audit

• Nominating and Governance

Ms. Epps was with Deloitte LLP for over 31 years. Ms. Epps served as an attest Partner of Deloitte LLP from 1998 through 2003 and as a Risk and Financial Advisory Partner of Deloitte LLP from 2004 until her retirement in 2017.

QUALIFICATIONS

Ms. Epps brings to the Board significant audit, governance, risk and compliance experience as a provider of attest and consulting services to private and public companies across multiple industries. Ms. Epps qualifies as an “audit committee financial expert.”

OTHER PUBLIC COMPANY DIRECTORSHIPS

Current: Ms. Epps serves as an independent director and member of the nominating and corporate governance committee and chair of the audit committee of Texas Pacific Land Corporation and as an independent director and member of the nominating and corporate governance, compensation and audit committees of Texas Roadhouse, Inc.

2022 Proxy Statement

SAIA, INC.

PROPOSAL 1 – ELECTION OF DIRECTORS

John P. Gainor, Jr.

DIRECTOR SINCE: 2016

AGE: 65

COMMITTEE MEMBERSHIP:

• Audit

• Nominating and Governance

Mr. Gainor served as the President and CEO of International Dairy Queen, a subsidiary of Berkshire Hathaway, from 2008 until his retirement in 2017. Mr. Gainor was with International Dairy Queen starting in 2003 and served as its Chief Supply Chain Officer prior to being named President and CEO. From 2000-2003, Mr. Gainor was President and Co-Founder of Supply Solutions, Inc., a company that focused on designing and implementing supply chain solutions and business expansion models for major restaurant chains and consumer products companies. Mr. Gainor has also held various executive positions focusing on logistics, supply chain and transportation with Consolidated Distribution Corporation, AmeriServe Distribution Corporation, and Warner Lambert Corporation.

QUALIFICATIONS

Mr. Gainor brings significant business experience to the Board as the former President and CEO of an internationally-known fast food restaurant chain, and based on over 40 years’ of experience in logistics, supply chain and transportation. Mr. Gainor qualifies as an “audit committee financial expert.”

OTHER PUBLIC COMPANY DIRECTORSHIPS

Current: Mr. Gainor serves as an independent director and member of the nominating and governance committee of Bloomin’ Brands, Inc. and as an independent director and member of the compensation committee of TreeHouse Foods, Inc.

Previous: He previously served as an independent director and member of the audit and finance committees of Jack in the Box Inc. from 2019 to 2021.

Randolph W. Melville

DIRECTOR SINCE: 2015

AGE: 63

COMMITTEE MEMBERSHIP:

• Compensation

• Nominating and Governance

Mr. Melville was the Senior Vice President and General Manager for the Western Division of PepsiCo’s Frito-Lay North America until his retirement in 2017. In that position, he was accountable for all aspects of the company’s western division performance, including sales, operations, supply chain, finance, human resources and strategic planning. Prior to his 20-plus years at Frito-Lay, Mr. Melville served as a Senior Vice President at Maytag Corporation from 1999-2001 and held various sales and marketing leadership positions with Procter & Gamble Distributing Company from 1981 to 1993.

QUALIFICATIONS

Mr. Melville brings significant national sales, marketing, operations and supply chain experience to the Board. Mr. Melville also has substantial expertise in the areas of distribution, international business and human resources. Mr. Melville serves as Saia’s Lead Independent Director.

OTHER PUBLIC COMPANY DIRECTORSHIPS

Current: Mr. Melville serves on the Board of Trustees of The Northwestern Mutual Life Insurance Company and serves as an independent director and member of the audit and nominating and governance committees of GMS, Inc.

Previous: Mr. Melville previously served as an independent director and member of the compensation committee of Interline Brands, Inc.


10		SAIA, INC.		2022 Proxy Statement

PROPOSAL 1 – ELECTION OF DIRECTORS

CLASS I DIRECTORS CONTINUING IN OFFICE WHOSE TERMS EXPIRE

AT THE 2024 ANNUAL MEETING

Di-Ann Eisnor

DIRECTOR SINCE: 2017

AGE: 49

COMMITTEE MEMBERSHIP:

• Compensation

Ms. Eisnor is the co-founder and serves as Chief Executive Officer of Core, a venture-backed construction labor marketplace since 2019. Ms. Eisnor was an executive of The We Company, a part of the We Work Companies, from February 2019 until her departure in October 2019. In this position, she was responsible for development of their cities platform. Prior to that time, she was Director of Growth of Waze Inc., a crowd-sourced navigation and real-time traffic application owned by Alphabet, Inc. Ms. Eisnor was with Waze starting in 2009, when she founded its U.S. office. Prior to joining Waze, Ms. Eisnor was co-founder and Chief Executive Officer of Platial Inc., a collaborative, user-generated cartographic website.

QUALIFICATIONS

Ms. Eisnor brings to the Board significant entrepreneurial experience with disruptive technologies focused on the transportation industry and in building and leading marketing services and geo-mapping businesses.

OTHER PUBLIC COMPANY DIRECTORSHIPS

Current: Ms. Eisnor serves as an independent director and member of the audit committee and chair of the compensation committee of KINS Technology Group.

Jeffrey C. Ward

DIRECTOR SINCE: 2006

AGE: 63

COMMITTEE MEMBERSHIP:

• Compensation

• Nominating and Governance

Mr. Ward is a Vice President and Partner of A.T. Kearney, Inc., a global management consulting firm. Mr. Ward joined A.T. Kearney, Inc. in 1991. Mr. Ward’s experience at A.T. Kearney is focused on the North American transportation market. Additionally, he has experience in a privately-held LTL company.

QUALIFICATIONS

Mr. Ward brings to the Board significant knowledge in the areas of transportation, corporate and marketing strategy, post-merger integration, restructuring and privatization, network operations, mergers and acquisitions and operations effectiveness.

OTHER PUBLIC COMPANY DIRECTORSHIPS

Current: None

2022 Proxy Statement

SAIA, INC.

PROPOSAL 1 – ELECTION OF DIRECTORS

Susan F. Ward

DIRECTOR SINCE: 2019

AGE: 61

COMMITTEE MEMBERSHIP:

• Audit

Ms. Ward served as Vice President and Chief Accounting Officer of United Parcel Service, Inc. from 2015 until her retirement in 2019. Prior to her appointment as Chief Accounting Officer she served in various finance- and accounting-related positions during her 27 years at UPS. Prior to UPS, Ms. Ward spent 10 years at Ernst & Young in Assurance Services.

QUALIFICATIONS

Ms. Ward brings years of industry experience as a senior financial executive of a multi-national transportation business, as well as public accounting and non-profit board experience. Ms. Ward qualifies as an “audit committee financial expert.”

OTHER PUBLIC COMPANY DIRECTORSHIPS

Current: Ms. Ward serves as an independent director and chair of the audit committee of Ecovyst Inc.


12		SAIA, INC.		2022 Proxy Statement

CORPORATE GOVERNANCE

Corporate Governance Guidelines and Code of Business Conduct and Ethics

The Board has adopted Corporate Governance Guidelines establishing guidelines and standards with respect to Board governance and meetings, Board composition and diversity, selection and election of directors, director responsibility, director access to management and independent advisors and non-employee director compensation. The Nominating and Governance Committee of the Board regularly reviews and assesses corporate governance developments and recommends to the Board modifications to the Corporate Governance Guidelines as warranted.

The Company has adopted a Code of Business Conduct and Ethics applicable to all directors, officers and employees, including its principal executive officer, principal financial officer and principal accounting officer. The Code of Business Conduct and Ethics is filed as Exhibit 14.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, and incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the Securities and Exchange Commission. The Corporate Governance Guidelines and the Code of Business Conduct and Ethics are posted at the “Investor Relations – Governance” page of the Company’s website (www.saia.com).

Director Independence

In February 2022, the Board, with the assistance of the Nominating and Governance Committee, conducted an evaluation of director independence based on the rules and regulations of Nasdaq Global Select Market (“Nasdaq”) and determined that each of Di-Ann Eisnor, Donna E. Epps, John P. Gainor, Jr., Kevin A. Henry, Donald R. James, Randolph W. Melville, Jeffrey C. Ward, and Susan F. Ward qualifies as an independent director under such rules and regulations. Mr. O’Dell, as a result of serving as Chief Executive Officer until April 2020, and Mr. Holzgrefe, as a result of his current service as Chief Executive Officer, are not independent.

Director Compensation

Our non-employee directors receive annual compensation as shown in the tables below for service on the Board. Director compensation is approved by the Board based on the recommendation of the Compensation Committee, except the Compensation Committee sets the number of shares of restricted stock to be issued to non-employee directors each year. In order to assist the Compensation Committee in its recommendation, the Committee’s executive compensation consultant conducts an annual review of Saia’s non-employee director compensation program to assess the competitiveness of the compensation program for non-employee directors and advises the Committee of recent market trends as to director compensation. As part of the review, the consultant analyzes Saia’s non-employee director compensation relative to a composite of peer group data and relevant cross-industry survey data. Based in part on the consultant’s study, the Compensation Committee annually makes a recommendation concerning non-employee director compensation for approval by the full Board.

The amounts payable to non-employee directors for 2021 are indicated below:

•

Annual retainer of $65,000

•

Additional annual retainers for the following:

–

Chairman - $100,000

–

Lead Independent Director - $20,000

–

Audit Committee Chair - $15,000

–

Audit Committee Member - $10,000

–

Compensation Committee Chair - $15,000

2022 Proxy Statement

SAIA, INC.

CORPORATE GOVERNANCE

–

Compensation Committee Member - $7,500

–

Nominating and Governance Committee Chair - $10,000

–

Nominating and Governance Committee Member - $5,000

•

Grant of shares of restricted stock with a target value of $110,000

There are no separate fees paid for meeting attendance. If a director serves on more than one Committee, additional compensation is paid for each Committee. All non-employee directors are reimbursed for travel and other out-of-pocket incidental expenses related to meetings.

The 2018 Omnibus Incentive Plan governed grants of restricted stock to non-employee directors in 2021 and will continue to do so in 2022. Under the 2018 Omnibus Incentive Plan, each non-employee director has the option to receive up to 100% of his or her annual Board and Committee retainers in shares of common stock in lieu of cash, with the value of the shares to be computed by reference to the fair market value of Saia’s common stock on the date of payment.

Under the 2018 Omnibus Incentive Plan, the Compensation Committee is to approve an annual grant of restricted stock to each non-employee director, with the value on the grant date not to exceed $500,000. The shares of restricted stock are issued on May 1st each year. For 2021, each non-employee director serving as of May 1, 2021, received 548 shares of restricted stock. This number was determined by the Compensation Committee based on its decision to award non-employee directors restricted stock with a value of $110,000 using the closing stock price on February 11, 2021, which was the date of the Committee’s decision. Mr. Henry and Dr. James each received a pro rata award of 294 shares of common stock upon joining the Board.

For 2022, shares of restricted stock will be issued to non-employee directors under the 2018 Omnibus Incentive Plan. On February 7, 2022, the Compensation Committee approved a grant of 396 shares of restricted stock to each non-employee director based on its decision to award restricted stock with a value of $110,000 using the closing stock price on that date. These shares of restricted stock are to be issued on May 1, 2022.

The restricted stock issued in 2021 is subject to a one-year cliff vesting restriction and the shares of restricted stock to be issued in 2022 will also be subject to a one-year cliff vesting restriction. In each case, any unvested shares will become fully vested upon cessation of the director’s service on the Board (other than for cause) or upon a change in control of the Company.

Under the Director’s Deferred Fee Plan, non-employee directors may defer all or a portion of annual fees earned. The deferrals are converted into phantom stock units equivalent to the value of Company common stock. Upon the director’s termination, death or disability, accumulated deferrals are distributed in the form of Company common stock in accordance with elections made by the directors. The following non-employee directors held phantom stock units under the Director’s Deferred Fee Plan as of December 31, 2021, for the following number of shares: Ms. Epps 548; Mr. Gainor 15,768; Mr. Henry 484; Mr. Melville 20,583; Mr. Ward 54,625; and Ms. Ward 2,104.

Directors who are Company employees do not receive any additional compensation for their service as directors. Mr. Holzgrefe, as an employee of Saia, did not receive any compensation for his service as a director in 2021.


14		SAIA, INC.		2022 Proxy Statement

CORPORATE GOVERNANCE

The following table sets forth all compensation earned by the Company’s non-employee directors for service as a director for the year ended December 31, 2021. Mr. Holzgrefe’s compensation is shown in the “Summary Compensation Table” herein, Mr. Henry and Dr. James joined the Board on September 1, 2021.

DIRECTOR COMPENSATION


Name	Fees Earned or Paid in Cash ($)⁽¹⁾⁽²⁾		Stock Awards ($)⁽³⁾		Total ($)
Di-Ann Eisnor		—		201,485		201,485
Donna E. Epps		80,000		128,988		208,988
John P. Gainor, Jr.		—		218,903		218,903

SEC Form DEF 14A filed by Saia Inc.