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:


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		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 27, 2023

March 17, 2023

To Our Stockholders:

We cordially invite you to attend the 2023 annual meeting of stockholders of Saia, Inc. The meeting will be held in a virtual format on April 27, 2023, 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/MHNFHPW, 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 seven directors for a one year term;

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

3.	Vote on an advisory basis on the frequency of future advisory votes on the compensation of Saia’s Named Executive Officers;

4.	Ratify the appointment of KPMG LLP as Saia’s independent registered public accounting firm for fiscal year 2023; and

5.	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 6, 2023 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 2022 performance of Saia, Inc. (the “Company”), please review the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

2023 Annual Meeting of Stockholders

•

Date and Time:

April 27, 2023, 10:30 a.m., Eastern Daylight Time

•

Virtual:

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

www.meetnow.global/MHNFHPW

•

Record Date:

March 6, 2023

Voting Matters and Board Recommendations


	Our Board’s Recommendation
Election of Seven Directors (page 2)		FOR each Director Nominee
Advisory Vote to Approve Executive Compensation (page 59)		FOR
Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation (page 60)		EVERY YEAR
Ratification of Appointment of Independent Registered Public Accounting Firm (page 61)		FOR

2022 Business Highlights

In 2022, the Company continued to effectively execute its long-term strategic plan and delivered strong operating results. The following tables illustrate the three-year directional relationship between Company performance, based on three of the Company’s key operating and financial metrics, and the compensation of Saia’s Chief Executive Officer.

2023 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 two classes. The terms of the Class III directors will expire at the upcoming annual meeting. The Board of Directors has nominated the following persons as Class I directors for terms expiring at the 2024 annual meeting of stockholders. If elected, these nominees will join the existing Class I of directors. Proxies cannot be voted for a greater number of persons than the seven nominees named herein. Each nominee is currently a director of Saia.

Name

Age

Director Since

Primary Occupation

Committee Memberships

Donna E. Epps*

2019

Retired Partner, Deloitte

Audit, Nominating and Governance

John P. Gainor, Jr.*

2016

Retired Chief Executive Officer and President of International Dairy Queen, Inc.

Audit, Nominating and Governance

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 at Solero Technologies

Audit

Randolph W. Melville*^±

2015

Retired Senior Vice President and General Manager, Western Division of Frito-Lay North America

Compensation, Nominating and Governance

Richard D. O’Dell

2006

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

None

*	Independent Director

±	Lead Independent Director for 2022

Management Proposals (pages 59-62)

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.

Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation. We recommend that stockholders vote to hold an advisory vote on the compensation of Saia’s Named Executive Officers every year. An annual advisory vote on executive compensation will allow stockholders to provide direct input on Saia’s compensation philosophy, policies and practices every year. Additionally, an annual advisory vote on executive compensation is consistent with Saia’s policy of seeking input from, and engaging in discussions with, its stockholders on executive compensation and corporate governance matters.

3.	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 2023.


ii		SAIA, INC.		2023 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 2022, 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, five have joined the Board in the last four 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 the 2022 annual meeting of stockholders and continuing each annual meeting thereafter, including at the 2023 annual meeting, all directors whose terms are expiring 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 2023 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.

2023 Proxy Statement

SAIA, INC.

iii

PROXY SUMMARY

Executive Compensation Highlights (page 24)

•

2022 Say-on-Pay Results. In 2022, holders of 94.7% of our stock voting on the question approved on an advisory basis the compensation paid to our Named Executive Officers as described in the 2022 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 LLC (“Mercer”), independent compensation consultant to the Compensation Committee, for 2022 the Compensation Committee reviewed the Company’s three-year total stockholder return (“TSR”) and three-year CEO “total direct compensation” for the period from 2019 – 2021. The graph below shows three-year TSR percentiles of the Company and other peer group companies. Saia’s three-year CEO total direct compensation (77th 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 2019 – 2021, in-the-money value of stock options, restricted stock and performance stock units granted during 2019 – 2021 as of December 31, 2021 (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). 2021 is the most recent year for which sufficient peer group data is available. 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 2019 – 2021. Certain companies within our peer group were excluded from this analysis due to lack of sufficient data.


iv		SAIA, INC.		2023 Proxy Statement

PROXY SUMMARY

2022 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, 2022.

SEC Form DEF 14A filed by Saia Inc.