SAIA INC Files DEF 14A with Executive Compensation Details

Ticker: SAIA · Form: DEF 14A · Filed: 2024-03-18T00:00:00.000Z

Sentiment: neutral

Topics: DEF 14A, Executive Compensation, SAIA INC, Corporate Filings, Shareholder Information

TL;DR

<b>SAIA INC has filed its DEF 14A, detailing executive compensation and corporate information.</b>

AI Summary

SAIA INC (SAIA) filed a Proxy Statement (DEF 14A) with the SEC on March 18, 2024. Filing type is DEF 14A, filed on 2024-03-18. Company name is SAIA INC, Central Index Key 0001177702. Fiscal year end is December 31. Business address: 11465 Johns Creek Parkway, Suite 400, Johns Creek, GA 30097. Former company name was SCS Transportation Inc, name change date 2002-07-17.

Why It Matters

For investors and stakeholders tracking SAIA INC, this filing contains several important signals. This filing provides crucial information for shareholders regarding executive pay, which can influence investment decisions and corporate governance. Understanding the details of compensation packages can offer insights into management's performance incentives and the company's financial health.

Risk Assessment

Risk Level: low — SAIA INC shows low risk based on this filing. The filing is a routine DEF 14A, providing standard disclosures without immediate financial performance indicators.

Analyst Insight

Review the executive compensation details to assess alignment with company performance and shareholder interests.

Key Numbers

Key Players & Entities

FAQ

When did SAIA INC file this DEF 14A?

SAIA INC filed this Proxy Statement (DEF 14A) with the SEC on March 18, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by SAIA INC (SAIA).

Where can I read the original DEF 14A filing from SAIA INC?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by SAIA INC.

What are the key takeaways from SAIA INC's DEF 14A?

SAIA INC filed this DEF 14A on March 18, 2024. Key takeaways: Filing type is DEF 14A, filed on 2024-03-18.. Company name is SAIA INC, Central Index Key 0001177702.. Fiscal year end is December 31..

Is SAIA INC a risky investment based on this filing?

Based on this DEF 14A, SAIA INC presents a relatively low-risk profile. The filing is a routine DEF 14A, providing standard disclosures without immediate financial performance indicators.

What should investors do after reading SAIA INC's DEF 14A?

Review the executive compensation details to assess alignment with company performance and shareholder interests. The overall sentiment from this filing is neutral.

How does SAIA INC compare to its industry peers?

SAIA INC operates in the trucking industry, specifically within freight transportation services.

Are there regulatory concerns for SAIA INC?

The DEF 14A filing is a requirement under the Securities Exchange Act of 1934, mandating public companies to provide detailed information to shareholders.

Industry Context

SAIA INC operates in the trucking industry, specifically within freight transportation services.

Regulatory Implications

The DEF 14A filing is a requirement under the Securities Exchange Act of 1934, mandating public companies to provide detailed information to shareholders.

What Investors Should Do

  1. Analyze the executive compensation structure for potential alignment with performance metrics.
  2. Note the company's historical information, including former names and dates of change.
  3. Verify the accuracy of contact and address information provided in the filing.

Key Dates

Year-Over-Year Comparison

This is a DEF 14A filing, which typically provides disclosures on corporate governance and executive compensation, rather than financial performance updates compared to previous periods.

Filing Stats: 4,487 words · 18 min read · ~15 pages · Grade level 13.5 · Accepted 2024-03-18 07:13:18

Filing Documents

Executive Compensation Highlights (page 24)

Executive Compensation Highlights (page 24) 2023 Say-on-Pay Results. In 2023, holders of 95.8% of our stock voting on the question approved on an advisory basis the compensation paid to our Named Executive Officers as described in the 2023 proxy statement. The chart below shows the Company's "say-on-pay" results over the past five years: 2023 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, 2023. Name & Principal Position Salary ($) Bonus ($) Stock Awards ($) Non-Equity Incentive Plan Compensation ($) All Other Compensation ($) Total ($) Frederick J. Holzgrefe, III President & Chief Executive Officer (PEO) 910,000 — 3,382,889 1,277,276 160,694 5,730,859 Douglas L. Col Executive Vice President & Chief Financial Officer (PFO) 523,120 — 1,070,024 533,981 82,661 2,209,786 Raymond R. Ramu Executive Vice President & Chief Customer Officer 570,960 — 1,414,938 582,877 88,188 2,656,962 Patrick D. Sugar Executive Vice President of Operations 491,573 — 1,218,358 501,826 68,854 2,280,612 Rohit Lal Executive Vice President & Chief Information Officer 394,160 — 366,516 251,500 72,539 1,084,714 See also the narrative and footnotes accompanying the Summary Compensation Table on page 40. Important Dates for 2025 Annual Meeting of Stockholders (page 72) Any stockholder who intends to present a proposal (other than nomination of directors) at the annual meeting in 2025 must deliver such proposal to Saia's Corporate Secretary at 11465 Johns Creek Parkway, Suite 400, Johns Creek, Georgia 30097: Not later than November 17, 2024, 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 26, 2024, and on or before Januar

: Gender Identity

Part I: Gender Identity Number of directors based on gender identity 7 3 0 0

: Demographic Background

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 Board Diversity Matrix (As of March 1, 2023) Total Number of Directors 10 Male Female Non-Binary Did Not Disclose Gender

: Gender Identity

Part I: Gender Identity Number of directors based on gender identity 7 3 0 0

: Demographic Background

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 4 SAIA, INC. 2024 Proxy Statement PROPOSAL 1 – ELECTION OF DIRECTORS 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 Board Refreshment In the past five years, the Company has refreshed its Board by adding five new directors, four 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 eight years reflects the balance the Board seeks between different perspectives brought by longer-serving directors and new directors. 2024 Proxy Statement SAIA, INC. 5 PROPOSAL 1 – ELECTION OF DIRECTORS INFORMATION CONCERNING DIRECTOR NOMINEES The following tables set forth certain information regarding each nominee for director of the Company. The information presented includes information provided to the Company by each nominee 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 fi

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