DEF 14A of Saia Inc
Filed Mar 16, 2026 · FY20250001193125-26-107135
Director Nominees (page 2)
Director Nominees (page 2) The Board of Directors consists of ten directors, and the terms of these directors will expire at the upcoming annual meeting. The Board of Directors has nominated the following persons as directors for terms expiring at the 2027 annual meeting of stockholders. Each nominee is currently a director of Saia and if elected at the upcoming annual meeting, these nominees will continue as directors. Proxies cannot be voted for a greater number of persons than the ten nominees named herein.
Director Nominees (page 2)
| Name | Age | Director Since | Primary Occupation | Committee Memberships | | Di-Ann Eisnor* | 53 | 2017 | Former President of WakeCap Technologies | Audit, Compensation and Human Capital | | Donna E. Epps* | 61 | 2019 | Retired Partner, Deloitte LLP | Audit, Nominating and Governance | | John P. Gainor, Jr.* | 69 | 2016 | Retired Chief Executive Officer and President of International Dairy Queen, Inc. | Compensation and Human Capital, Nominating and Governance | | Kevin A. Henry* | 58 | 2021 | Executive Vice President and Chief People Officer at PulteGroup, Inc. | Audit, Compensation and Human Capital | | Frederick J. Holzgrefe, III | 58 | 2019 | President & Chief Executive Officer of Saia, Inc. | – | | Donald R. James* | 53 | 2021 | Chief Executive Officer of Solero Technologies, LLC | Audit, Nominating and Governance | | Randolph W. Melville*± | 67 | 2015 | Retired Senior Vice President and General Manager, Western Division of Frito-Lay North America | Compensation and Human Capital, Nominating and Governance | | Richard D. O'Dell | 64 | 2006 | Chief Executive Officer of Proficient Auto Logistics, Inc. and Chairman of the Board of Saia, Inc. | – | | Jeffrey C. Ward* | 67 | 2006 | Vice President and Partner at Kearney, Inc. | Compensation and Human Capital, Nominating and Governance | | Susan F. Ward* | 65 | 2019 | Retired VP and Chief Accounting Officer of United Parcel Service, Inc. | Audit |
Director Nominees (page 2)
* Independent Director ± Lead Independent Director for 2025
2025 Compensation Summary
| Name & Principal Position | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Frederick J. Holzgrefe, III | 980,000 | — | 5,176,716 | — | 155,525 | 6,312,241 | | President & Chief Executive Officer (PEO) | | | | | | | | Matthew J. Batteh | 522,000 | — | 918,888 | — | 58,904 | 1,499,792 | | Executive Vice President & Chief Financial Officer (PFO) | | | | | | | | Raymond R. Ramu | 614,600 | — | 1,659,431 | — | 97,653 | 2,371,684 | | Executive Vice President & Chief Customer Officer | | | | | | | | Patrick D. Sugar | 542,400 | — | 1,464,553 | — | 81,288 | 2,088,241 | | Executive Vice President Operations | | | | | | | | Anthony R. Norwood | 436,700 | — | 640,150 | — | 63,616 | 1,140,466 | | Executive Vice President & Chief Human Resources Officer | | | | | | |
INFORMATION CONCERNING DIRECTOR NOMINEES
INFORMATION CONCERNING DIRECTOR NOMINEES The following sets 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 five years and the year in which the nominee first became a director of Saia.
DI-ANN EISNOR
DI-ANN EISNOR
DI-ANN EISNOR
| | Director Since: 2017 Age: 53 Committee Membership: • Audit • Compensation and Human Capital | Qualifications: Ms. Eisnor served as President of WakeCap Technologies, an internet of things based enterprise solution to improve safety and productivity at the construction site from June 2025 until February 2026. She was previously Chief Strategy Officer of WakeCap Technologies from July 2024 until June 2025. Ms. Eisnor was the co-founder and served as Chief Executive Officer of Journey Builders, Inc. d/b/a Crews by Core, a venture-backed construction labor marketplace, from 2019 until its acquisition by WakeCap Technologies in 2024. Ms. Eisnor was an executive of The We Company, a real estate leasing company and a part of the We Work Companies, from February 2019 until her departure in October 2019. 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. Ms. Eisnor brings to the Board significant entrepreneurial experience with disruptive technologies focused on the transportation industry and in building and marketing services. Other Public Company Directorships Current: Ms. Eisnor currently serves on the board of CXApp Inc. (CXAI: NASDAQ). |
DONNA E. EPPS
DONNA E. EPPS
DONNA E. EPPS
| | Director Since: 2019 Age: 61 Committee Membership: • Audit • Nominating and Governance | Qualifications: Ms. Epps was with Deloitte LLP, a multi-national professional services network, for over 31 years. Ms. Epps served as an Attest Partner at Deloitte LLP from 1998 through 2003 and as a Risk and Financial Advisory Partner at Deloitte LLP from 2004 until her retirement in 2017. 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” of Saia, Inc. Other Public Company Directorships Current: Ms. Epps currently serves on the boards of Texas Pacific Land Corporation (TPL: NYSE) and Texas Roadhouse, Inc. (TXRH: NASDAQ). |
JOHN P. GAINOR, JR.
JOHN P. GAINOR, JR.
JOHN P. GAINOR, JR.
| | Director Since: 2016 Age: 69 Committee Membership: • Compensation and Human Capital • Nominating and Governance | Qualifications: Mr. Gainor served as the President and Chief Executive Officer of International Dairy Queen, Inc., a multi-national fast food chain and a subsidiary of Berkshire Hathaway Inc., 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. Mr. Gainor brings significant business experience to the Board as the former President and Chief Executive Officer of an internationally-known fast food restaurant chain, and based on over 40 years’ of experience in logistics, supply chain and transportation. Other Public Company Directorships Current: None. Previous: Mr. Gainor previously served on the boards of Bloomin’ Brands, Inc. (BLMN: NASDAQ); Jack in the Box Inc. (JACK: NASDAQ); and TreeHouse Foods, Inc. (THS: NYSE). |
JOHN P. GAINOR, JR.
| | Director Since: 2021 Age: 58 Committee Membership: • Audit • Compensation and Human Capital | Qualifications: Mr. Henry has served as Executive Vice President and Chief People Officer at PulteGroup, Inc., a residential home construction company, since June 2023. He was previously Chief People Officer at BlueLinx Holdings Inc., a wholesale distributor of building and industrial products, from March 2022 to June 2023 and Executive Vice President and Chief Human Resources Officer at Extended Stay America, a national hotel company, 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. Mr. Henry brings to the Board significant experience in employee relations, organizational development and human capital management. Other Public Company Directorships Current: None. |
FREDERICK J. HOLZGREFE, III
FREDERICK J. HOLZGREFE, III
FREDERICK J. HOLZGREFE, III
| | Director Since: 2019 Age: 58 Committee Membership: • None | Qualifications: 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 as President, Chief Operating Officer and Chief Financial Officer of Saia, Inc. 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. Mr. Holzgrefe’s prior experience includes tenure in food and technology businesses and banking and financial advisory services. Mr. Holzgrefe brings extensive knowledge about the Company, its operations and the LTL business 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
DONALD R. JAMES
DONALD R. JAMES
| | Director Since: 2021 Age: 53 Committee Membership: • Audit • Nominating and Governance | Qualifications: Dr. James has served as the Chief Executive Officer of Solero Technologies, LLC, a global supplier of solenoids, accumulators and control modules to the automotive industry and industrial sector, since April 2022. Previously, he was President of the Americas for Joyson Safety Systems, a provider of safety components and systems to automotive and non-automotive markets, from 2019 to 2021. Dr. James was with Continental A.G., a multi-national automotive parts manufacturing company, 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. Dr. James brings to the Board significant experience involving technology, alternative fuels, vehicle safety and autonomy related to commercial vehicles. In addition, he has experience with sustainability and green initiatives. Other Public Company Directorships Current: None. |
RANDOLPH W. MELVILLE
RANDOLPH W. MELVILLE
RANDOLPH W. MELVILLE
| | Director Since: 2015 Age: 67 Committee Membership: • Compensation and Human Capital • Nominating and Governance | Qualifications: Mr. Melville was the Senior Vice President and General Manager for the Western Division of PepsiCo’s Frito-Lay North America, a manufacturer, marketer and seller of convenience foods, 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. Mr. Melville currently serves on the Board of Trustees of The Northwestern Mutual Life Insurance Company. 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: None. Previous: Mr. Melville previously served on the boards of GMS, Inc., which was acquired by The Home Depot in 2025 and Interline Brands, Inc. which was acquired by The Home Depot in 2015. |
RICHARD D. O’DELL
RICHARD D. O’DELL
RICHARD D. O’DELL
| | Director Since: 2006 Age: 64 Committee Membership: • None | Qualifications: Mr. O’Dell has served as Non-Executive Chairman of the Board of Directors of Saia, Inc. since April 2020. He served as Chief Executive Officer of Saia, Inc. from December 2006 until his retirement in April 2020. Mr. O’Dell joined the Company in 1997 and served in various executive and financial positions until his appointment as Chief Executive Officer. In 2024, he became the Chairman and Chief Executive Officer of Proficient Auto Logistics, Inc., a national automobile transport and logistics provider. Mr. O’Dell brings extensive knowledge and understanding of the Company, its operations and the LTL business to the Board through his experience as the former Chief Executive Officer of the Company. Other Public Company Directorships Current: Mr. O’Dell serves as the Chairman of the Board of Proficient Auto Logistics, Inc. (PAL: NASDAQ). |
JEFFREY C. WARD
JEFFREY C. WARD
JEFFREY C. WARD
| | Director Since: 2006 Age: 67 Committee Membership: • Compensation and Human Capital • Nominating and Governance | Qualifications: Mr. Ward is a Vice President and Partner of Kearney, Inc., a global management consulting firm. Mr. Ward joined Kearney, Inc. in 1991. Mr. Ward’s experience at Kearney is focused on the North American transportation and logistics market. Additionally, he has experience in a privately-held LTL company. Mr. Ward brings to the Board significant knowledge in the areas of trucking, rail, drayage and intermodal services, corporate and marketing strategy, post-merger integration, restructuring and privatization, network operations, mergers and acquisitions and operations effectiveness. Other Public Company Directorships Current: None. |
SUSAN F. WARD
SUSAN F. WARD
SUSAN F. WARD
| | Director Since: 2019 Age: 65 Committee Membership: • Audit | Qualifications: Ms. Ward served as Vice President and Chief Accounting Officer of United Parcel Service, Inc., a multi-national shipping and supply chain management company, 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. 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” of Saia, Inc. Other Public Company Directorships Current: Ms. Ward currently serves on the boards of Ecovyst Inc. (ECVT: NYSE) and Global Business Travel Group, Inc. (GBTG: NYSE). |
Compensation of Directors
Compensation of Directors Our non-employee directors receive annual compensation as shown in the table below for service on the Board. Director compensation is approved by the Board based on the recommendation of the Compensation and Human Capital Committee, except that Committee sets the number of shares of restricted stock to be issued to non-employee directors each year. To assist in establishing non-employee director compensation for 2025, Mercer, the Compensation and Human Capital Committee’s executive compensation consultant for 2025, conducted a review of Saia’s non-employee director compensation program to assess its competitiveness and advised the Committee of recent market trends as to director compensation. As part of the review, the consultant analyzed 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 and Human Capital Committee made a recommendation concerning non-employee director compensation for approval by the full Board. 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 2025.
Summary Compensation Information
Annual grant of shares of restricted stock with a target value of $160,000 Following an analysis conducted by Mercer, on January 31, 2025, the Board increased the annual retainer for each non-employee director from $65,000 to $75,000, effective immediately following the annual meeting of stockholders in April 2025, to align director compensation with market. On January 30, 2025, the Compensation and Human Capital Committee approved a grant of 318 shares of restricted stock to each non-employee director based on its decision to award restricted stock with a value of $160,000 using the closing stock price on February 5, 2025. These shares were issued on May 1, 2025. No other changes were made to director compensation for 2025.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table sets forth all compensation earned by the Company’s non-employee directors for service as a director for the year ended December 31, 2025.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2) | Total ($) | | Di-Ann Eisnor (1) | — | 183,963 | 183,963 | | Donna E. Epps | 92,500 | 76,371 | 168,871 | | John P. Gainor, Jr. (1) | — | 166,431 | 166,431 | | Kevin A. Henry (1) | — | 168,832 | 168,832 | | Donald R. James | 92,500 | 76,371 | 168,871 | | Randolph W. Melville | 120,000 | 76,371 | 196,371 | | Richard D. O'Dell | 200,000 | 76,371 | 276,371 | | Jeffrey C. Ward (1) | — | 176,277 | 176,277 | | Susan F. Ward | 100,000 | 76,371 | 176,371 |
DIRECTOR COMPENSATION
(1) The following directors elected to receive shares of Saia common stock in lieu of cash fees as follows: Ms. Eisnor, 448 shares in lieu of $107,500 in cash fees; Mr. Gainor, 375 shares in lieu of $90,000 in cash fees; Mr. Henry, 385 shares in lieu of $92,500 in cash fees; and Mr. Ward, 416 shares in lieu of $100,000 in cash fees. The grant date fair value of these shares is included in the Stock Awards column. (2) This column represents the dollar amount of aggregate grant date fair value of stock granted in 2025 computed in accordance with FASB ASC Topic 718. See Note 8 to the Consolidated Financial Statements in the Annual Report on Form 10-K for the year ended December 31, 2025 for valuation assumptions used. Stock awards shown in this column include the shares issued in lieu of cash fees as described in footnote 1 and 318 shares of restricted stock granted to each non-employee director under the 2018 Omnibus Incentive Plan, described below. All shares were issued on May 1, 2025. The 318 shares of restricted stock is the only restricted stock held by the non-employee directors at December 31, 2025. Mr. Gainor, Mr. Henry, Mr. Melville and Mr. Ward elected to defer receipt of their shares pursuant to the Directors' Deferred Fee Plan, discussed below.
2018 Omnibus Incentive Plan
2018 Omnibus Incentive Plan Under the 2018 Omnibus Incentive Plan, each non-employee director receives an annual grant of restricted stock, with the number of shares determined by the Compensation and Human Capital Committee and with the value on the grant date not to exceed $500,000. The shares of restricted stock are issued on the first business day in May each year following the annual meeting of stockholders. For 2025, each non-employee director received 318 shares of restricted stock on May 1, 2025 based on the determination by the Compensation and Human Capital Committee to award non-employee directors restricted stock with a value of $160,000 using the closing stock price on February 5, 2025. The shares of restricted stock are subject to a one-year cliff vesting restriction, subject to earlier vesting 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 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 grant.
Directors and Executive Officers
Directors and Executive Officers The following table sets forth the amount of Saia’s common stock beneficially owned by each director and each executive officer named in the Summary Compensation Table on page 38 and all directors and executive officers as a group, as of January 15, 2026. Unless otherwise indicated, beneficial ownership is direct and the person indicated has sole voting and investment power.
Directors and Executive Officers
| | Amount and nature of beneficial ownership | | | | | | Name of Beneficial Owner | Shares Beneficially Owned(1) | Rights to Acquire Beneficial Ownership(2) | Total | Percent of Class(3) | Shares Held Under Deferral Plans(4) | | Di-Ann Eisnor | 5,712 | — | 5,712 | * | — | | Donna E. Epps | 1,852 | — | 1,852 | * | 548 | | John P. Gainor, Jr. | 1,282 | — | 1,282 | * | 18,411 | | Kevin A. Henry | — | — | — | * | 3,102 | | Frederick J. Holzgrefe, III | 9,616 | 12,678 | 22,294 | * | 8,563 | | Donald R. James | 1,688 | — | 1,688 | * | — | | Randolph W. Melville | — | — | — | * | 22,903 | | Richard D. O’Dell | 2,908 | — | 2,908 | * | — | | Jeffrey C. Ward | 7,079 | — | 7,079 | * | 57,334 | | Susan F. Ward | 998 | — | 998 | * | 2,104 | | Matthew J. Batteh | 889 | 3,312 | 4,201 | * | 334 | | Raymond R. Ramu | 2,096 | 5,098 | 7,194 | * | 10,194 | | Patrick D. Sugar | 5,368 | 4,857 | 10,225 | * | 1,339 | | Anthony R. Norwood | 1,385 | 1,877 | 3,262 | * | — | | All directors and executive officers as a group (15 persons) (5) | 40,873 | 27,822 | 68,695 | 0.3% | 124,832 |
Directors and Executive Officers
* Denotes less than 1% (1) Includes common stock owned directly and indirectly. (2) Number of shares that can be acquired on January 15, 2026 or within 60 days thereafter through the vesting of restricted stock or the exercise of stock options. These shares are excluded from the “Shares Beneficially Owned” column. (3) Based on the number of shares outstanding on January 15, 2026 (26,645,402) and includes the number of shares subject to acquisition by the relevant beneficial owner within 60 days thereafter. Including the number of shares subject to acquisition by the relevant beneficial owner pursuant to the Company’s Directors’ Deferred Fee Plan or Executive Capital Accumulation Plan upon such beneficial owner’s termination of services as a director or employee, the Percent of Class for all directors and executive officers as a group equals 0.7%. (4) Represents shares of common stock from phantom stock units on an as converted basis as of January 15, 2026, receipt of which has been deferred pursuant to the Company’s Directors’ Deferred Fee Plan or Executive Capital Accumulation Plan. The value of the phantom stock units deferred pursuant to the Company’s Directors’ Deferred Fee Plan and Executive Capital Accumulation Plan track the performance of the Company’s common stock and the phantom stock units are payable in stock upon the relevant beneficial owner’s termination of service as director or employee. Includes directors and current executive officers, which includes one executive officer who is not a Named Executive Officer. This Compensation Discussion and Analysis describes our executive compensation programs and the decisions the Compensation and Human Capital Committee (the "Committee") has made under those programs for 2025 regarding our Named Executive Officers.
Summary of Incentive Compensation
Summary of Incentive Compensation The following tables summarize the results of Saia’s incentive compensation program for 2025 and demonstrates the alignment between executive pay and Company performance. As a result of our operating income and operating ratio performance for 2025, no annual cash incentive plan payments were made to the Named Executive Officers for 2025. Performance stock units granted to the Named Executive Officers in 2023, based on Saia's total stockholder return over the three-year period of 2023-2025 compared to a peer group, paid out at 183.3% of target reflecting Saia's near top quartile relative stock price performance over the period. 2025 Annual Cash Incentive Plan Results
Summary of Incentive Compensation
| | Metric Weight | Target | Actual | Payout | | Operating income (in millions) | 50% | $576.2 | $352.2 | 0% | | Operating ratio (1) | 50% | 84.2% | 89.1% | 0% |
Summary of Incentive Compensation
| Metric | Metric Weight | Attainment | Payout % | | 3-year Relative Total Stockholder Return | 100% | 7th of 23 peers with 38.3% TSR | 183.3% |
Best Practices
| What Saia Does | | What Saia Doesn’t Do | | | | Links a significant portion of pay to Company performance | | No “single-trigger” change-of-control cash payments | | | Encourages stock ownership by using stock ownership guidelines for all officers at two to five times their base salary | | No stock option repricing or option grants below market value | | | Mitigates risk taking by emphasizing long-term equity incentives and placing caps on potential payments | | No hedging transactions, pledges or margin accounts with respect to Company stock | | | Assesses executive compensation against a representative and relevant peer group to assist in setting compensation | | No excessive perquisites | | | Maintains clawback policies | | No significant Company cash payments upon death or disability | | | The Committee uses an independent compensation consultant | | No tax gross-up provisions |
Components of 2025 Compensation
| Component | Key Characteristics | Objective | | Base Salary | Fixed cash compensation. | Provide current compensation for performing daily responsibilities. | | Annual Incentives | Performance-based incentive payable in cash upon attaining specific corporate annual operating income and operating ratio targets. | Motivate and reward executives for corporate achievement of specific annual performance objectives. | | Long-Term Incentives | Multi-year performance-based incentive with 50% performance stock units and 50% restricted stock. Performance stock units are earned based on Saia’s total stockholder return compared to that of a peer group, over a three-year period. Restricted stock vests over a three- to five-year period. | Motivate and reward executives for increasing stockholder value over time. Restricted stock is also used for executive retention. | | Other Benefits and Perquisites | Customary benefits, including paid holidays, vacation, medical, disability and life insurance, 401(k) plan, a deferred compensation plan and perquisites. | Provide executive benefits consistent with those provided by our peers and for executive retention. | | Post-Employment Compensation | Severance agreement providing for a payment equal to annual base salary upon a termination without cause and a double-trigger change of control agreement. | Promote recruitment and retention and support non-competition, non-disclosure and non-solicitation agreements. |
Market Review
Market Review To assist the Committee in determining the design, components and levels of compensation for the Company’s executive officers, the Committee annually reviews compensation data for similar positions at a select group of transportation peer companies and on published general industry surveys. The peer group is comprised of U.S. publicly traded transportation companies with annual revenues of approximately one-third to three times Saia’s revenues. With input from the independent compensation consultant, the Committee selected these transportation peers and industry sources because it believes companies with a scale comparable to Saia’s are our primary competitors for executive talent and provide a sound basis to assess Saia’s executive compensation. The peer group used by the Committee in 2024 to assist in setting compensation for 2025 was:
Market Review
In mid-2025, the Committee undertook a comprehensive review of the peer group. Potential peer companies were identified by assessing companies primarily focusing on industry, talent market, and size (revenue, market capitalization, enterprise value, and EBITDA). Based on these peer group selection criteria, the Committee determined to make the following changes to the peer group so that the 2026 peer group was more closely aligned with the Company based on the peer group selection criteria: (i) removal of Air Transport Services Group, Inc., Forward Air Corporation, Marten Transport, Ltd., and Universal Logistics Holdings; and (ii) addition of Ryder System, Inc., GXO Logistics, Inc., J.B. Hunt Transport Services, Inc, Expeditors International of Washington, Inc, and GATX Corporation. Our Committee determined these changes were needed because these companies were more aligned with the industries and markets in which we conduct business and to ensure the peer group more accurately aligned with the size of our organization, and had comparable cost structures, business models and global reach.
2025 Total Target Compensation and Pay Mix
| | 2025 Total Target Compensation | | | | | Named Executive Officer | Base Salary | Target Annual Incentive | Target Long-Term Incentive | Total | | Frederick J. Holzgrefe, III | $980,000 | $1,176,000 | $4,410,000 | $6,566,000 | | Matthew J. Batteh | $522,000 | $391,500 | $783,000 | $1,696,500 | | Raymond R. Ramu | $614,600 | $491,680 | $1,413,580 | $2,519,860 | | Patrick D. Sugar | $542,400 | $433,920 | $1,247,520 | $2,223,840 | | Anthony R. Norwood | $436,700 | $262,020 | $545,875 | $1,244,595 |
2025 Total Target Compensation and Pay Mix
The target long-term incentive is comprised of 50% performance stock units and 50% restricted stock. See more details in the "2025 Grants of Plan-Based Awards Table."
2025 Annual Cash Incentive - Performance Targets and Payouts
2025 Annual Cash Incentive - Performance Targets and Payouts After reviewing the 2025 business plan in December 2024, the Committee made no changes to the performance metrics for the 2025 annual cash incentive plan. As a result, the annual cash incentive awards for the Named Executive Officers in 2025 were based 50% on an annual operating income target and 50% on an annual operating ratio target. The Committee believes that using an operating income target rather than an earnings per share target more closely reflects actual performance of management for the year by eliminating the impact of changes to the effective tax rate. Saia uses operating ratio as a performance metric because it is a common measure of profitability within the industry and can have a direct impact on Saia’s stock price. Operating ratio is defined as operating expenses divided by operating revenue. Real estate gains and losses, one-time charges and integration charges are excluded from the calculation at the discretion of the Committee. The Committee sets the values of the 2025 annual incentive plan award opportunities as a percentage of the executive's base salary based on the scope of the executive's responsibilities and the competitive pay practices of the compensation peer group. The annual cash incentive plan award opportunities at the threshold, target and maximum levels are shown in the "2025 Grants of Plan-Based Awards Table." The following table shows the 2025 annual cash incentive plan target award opportunity for each of the Named Executive Officers.
2025 Annual Cash Incentive - Performance Targets and Payouts
| Named Executive Officer | As a percentage of base salary | As a dollar value | | Frederick J. Holzgrefe, III | 120.0% | $1,176,000 | | Matthew J. Batteh | 75.0% | $391,500 | | Raymond R. Ramu | 80.0% | $491,680 | | Patrick D. Sugar | 80.0% | $433,920 | | Anthony R. Norwood | 60.0% | $262,020 |
2025 Annual Cash Incentive - Performance Targets and Payouts
Operating income and operating ratio targets used in the annual cash incentive plan for 2025 were set by the Committee based on the business plan for the year. The performance targets and actual performance for 2025 were as follows:
2025 Annual Cash Incentive - Performance Targets and Payouts
| | Threshold | Target | Maximum | Actual | Payout | | Operating income (in millions) (50% weighting) | $485.7 | $576.2 | $697.0 | $352.2 | 0% | | Operating ratio (50% weighting)(1) | 86.7% | 84.2% | 80.9% | 89.1% | 0% |
2025 Annual Cash Incentive - Performance Targets and Payouts
(1) Operating ratio is the calculation of operating expenses divided by operating revenue.
Long-Term Equity Incentive Awards
Long-Term Equity Incentive Awards Below we describe the long-term equity awards earned by our Named Executive Officers in 2025. Performance Stock Units Granted in 2023 for the 2023 - 2025 Performance Period: • Payout is based on the total stockholder return of Saia compared to the total stockholder return of the companies in the broader transportation peer group over a three-year performance period from 2023-2025. • Payouts are made in shares of Saia common stock. For the three-year performance period from 2023 - 2025, Saia's total stockholder return was 38.3%, which ranked Saia near the top quartile of peer companies, resulting in a payout of 183.3% of target. The following table shows the number of shares of common stock distributed to the Named Executive Officers in February 2026 based on performance stock units granted for the 2023 - 2025 performance period:
Long-Term Equity Incentive Awards
| Named Executive Officer | PSU Granted | % of Target | Shares Distributed | | Frederick J. Holzgrefe, III | 4,698 | 183.3% | 8,611 | | Matthew J. Batteh | 413 | 183.3% | 757 | | Raymond R. Ramu | 1,965 | 183.3% | 3,602 | | Patrick D. Sugar | 1,692 | 183.3% | 3,101 | | Anthony R. Norwood | 490 | 183.3% | 898 |
2025 Long-Term Equity Incentive Grants
2025 Long-Term Equity Incentive Grants The Committee provides long-term equity awards to the executive officers in the form of performance stock units and restricted stock to align the interests of the executives with the interests of our stockholders, reward executives for stock appreciation over a multi-year period and for executive retention. For 2025, the Committee made no changes to the weighting of the long-term equity awards. As a result, the weighting was set at 50% for the performance stock units and 50% for restricted stock.
2025 Long-Term Equity Incentive Grants
| Why performance stock units? | Why restricted stock? | | • Performance-based because the number of shares earned depends on stock price performance and the value of the shares fluctuates based on the stock price. | • Inherent value upon issuance mitigates significant employee compensation swings. | | • The number of shares earned is tied to total stockholder return of the Company over a three-year period compared to a peer group, a key metric of executive performance. | • Strong long-term executive retention incentive. | | • Rewards executives for increasing Saia’s total stockholder return relative to Company peers over a three-year period. | • Aligns executives’ interests with stockholders and encourages appropriate degree of risk-taking consistent with long-term growth. |
2025 Long-Term Equity Incentive Grants
The following table summarizes awards of performance stock units and restricted stock granted in February 2025. The total long-term incentive target for 2025 is shown in the "2025 Total Target Compensation and Pay Mix" section above.
2025 Long-Term Equity Incentive Grants
| | | | Weight, Metrics and Vesting Period | | | Named Executive Officer | Performance Stock Units ($) | Restricted Stock ($) | Performance Stock Units | Restricted Stock | | Frederick J. Holzgrefe, III | 2,205,000 | 2,205,000 | • 50% weight • Saia’s total stockholder return compared to companies in a broader transportation group • 3-year performance period: 2025-2027 • Paid in Saia common stock | • 50% weight • Payout value based on common stock price performance only • 3-year restriction period with annual ratable vesting | | Matthew J. Batteh | 391,500 | 391,500 | | | | Raymond R. Ramu | 706,790 | 706,790 | | | | Patrick D. Sugar | 623,760 | 623,760 | | | | Anthony R. Norwood | 272,938 | 272,938 | | |
2025 Long-Term Equity Incentive Grants
See also "2025 Grants of Plan-Based Awards Table" for additional information concerning these grants. Long-term equity awards are typically granted in early February each year after the third trading day following the release of the Company’s financial results for the prior fiscal year. The Company believes that the disclosure of material non-public information should not be manipulated for the purpose of enriching compensation awards. We do not time the release of public information to affect the value of equity-based awards, and we do not time the grant of equity-based awards to take advantage of the disclosure of information. The Company did not grant stock options or stock appreciation rights in 2025. Performance Stock Units For 2025, 50% of the Named Executive Officers’ long-term equity incentive opportunity was awarded in performance stock units, which are paid in shares of Saia common stock to the extent earned. The number of shares of stock that are earned is based on the total stockholder return of Saia compared to the total stockholder return (assuming reinvestment of dividends) of the companies in a broader transportation group over a three-year performance period. At the end of the performance period, the percentile rank of the Company’s total stockholder return is calculated relative to the total stockholder return of each of the companies in the group. Because the performance period for each grant of performance stock units is three years, participants can have overlapping three-year award opportunities. The Committee believes that using total stockholder return is an important measure because it helps ensure that our executives’ interest are aligned with those of our stockholders and it helps ensure against executives taking excessive or unnecessary risks that might threaten the long-term value of the Company. The companies selected by the Committee for comparison purposes (the “PSU Group”) are U.S. publicly traded companies in the broader transportation industry, and includes companies considered too large for purposes of our compensation peer group. The Committee believes using performance of the companies in the PSU Group provides a wider spectrum from which to assess management performance. The companies included in the PSU Group for 2025 grants were as follows:
2025 Long-Term Equity Incentive Grants
| Air Transport Services Group, Inc. ArcBest Corporation CH Robinson Worldwide, Inc. CSX Corporation Expeditors International of Washington, Inc. FedEx Corporation Forward Air Corporation Heartland Express, Inc. Hub Group, Inc. J.B. Hunt Transport Services, Inc. Kirby Corporation Knight – Swift Transportation Holdings, Inc. | Landstar System, Inc. Marten Transport, Ltd. Norfolk Southern Corporation Old Dominion Freight Line, Inc. Rush Enterprises, Inc. RXO, Inc. Ryder System, Inc. Schneider National, Inc. Union Pacific Corporation United Parcel Service, Inc. Werner Enterprises, Inc. XPO, Inc. |
2025 Long-Term Equity Incentive Grants
The payout percentage of target is determined as follows:
2025 Long-Term Equity Incentive Grants
| Percent Rank of Saia’s Total Stockholder Return Compared to PSU Group | Payout Percentage of Target Incentive | | At 75th percentile or higher | 200% | | At 50th percentile | 100% | | At 25th percentile | 25% | | Below 25th percentile | 0% |
2025 Long-Term Equity Incentive Grants
Payouts are interpolated for performance between the 25th and 50th percentiles and the 50th and 75th percentiles. If the Company’s total stockholder return for the three-year performance period is negative, any payouts are reduced by one-half. Given the cyclical nature of the transportation industry, the Committee includes this provision to provide an incentive under the plan to reward performance relative to peers in the case of an economic downturn affecting the entire industry, to conform to peer group practice generally and for executive retention. See the “2025 Grants of Plan-Based Awards Table” for additional information about the specific performance stock units granted to each of the Named Executive Officers in 2025. See the “Potential Payments Upon Termination or Change in Control” for a description of the effect a termination of employment or a change in control of the Company would have on the performance stock units awarded to the Named Executive Officers. Restricted Stock Awards For 2025, 50% of the Named Executive Officers' long-term equity incentive opportunity was awarded in restricted stock. The Committee uses restricted stock as a part of the long-term equity incentive plan to address market volatility that can occur because of the cyclical nature of the trucking business, to enhance executive retention and to align the Company’s long-term compensation practices with its peers. These restricted stock grants vest ratably over three years subject to earlier vesting upon death, disability, retirement, and a change in control of Saia. The Company also uses restricted stock grants from time to time for executive retention, as part of a total compensation package granted to an executive upon initial hiring or to recognize the significant promotion of an executive or outstanding performance. These restricted stock grants have historically vested over a five-year period to promote executive retention. See the “2025 Grants of Plan-Based Awards Table” for additional information concerning restricted stock grants made to each of the Named Executive Officers in 2025. See the “Potential Payments Upon Termination or Change in Control” for a description of the effect a termination of employment or a change in control of the Company would have on the restricted stock granted to the Named Executive Officers.
Deferred Compensation Plan
Deferred Compensation Plan The Company has established for officers (including all the Named Executive Officers) and certain other employees a Capital Accumulation Plan, which is a non-qualified deferred compensation plan. The Capital Accumulation Plan was implemented to motivate and retain key employees by providing them with greater flexibility in structuring the timing of their compensation and tax payments. The Committee believes that the Capital Accumulation Plan provides a valuable benefit to senior executives with minimal cost to the Company. The Capital Accumulation Plan allows a participant to make an elective deferral each year of up to 50% of base salary and up to 100% of any annual incentive plan payments. The Company typically makes an annual discretionary contribution under the Capital Accumulation Plan for each participant equal to 5% of his or her base salary and annual incentive payment, which contribution is subject to a five-year vesting period. In addition, to the extent a participant’s contribution to the 401(k) savings plan is limited under restrictions placed on “Highly Compensated Employees” under ERISA, the participant may elect to contribute the amount so limited to the Capital Accumulation Plan. To the extent the Company is unable to match participant contributions under the 401(k) savings plan because of the ERISA limitations, the matching contributions will be made by the Company to the Capital Accumulation Plan. The Capital Accumulation Plan provides the same investment options to participants as are available under the 401(k) savings plan, except that participants may also elect to invest in Saia common stock under the Capital Accumulation Plan. Participants may elect to transfer balances between investment options without restriction at any time throughout the year, except that any investment in Saia stock is an irrevocable election and upon distribution that investment will be paid out in Saia stock, rather than cash. Vested plan balances become distributable to the participant upon termination of employment subject to Section 409A of the Internal Revenue Code. Contributions made under the Capital Accumulation Plan for the Named Executive Officers for 2025 are set forth in the “All Other Compensation” column of the Summary Compensation Table and in the 2025 Non-Qualified Deferred Compensation Table.
Severance Agreements
Severance Agreements Each of the Named Executive Officers is subject to key restrictive covenants, including non-competition and employee and customer non-solicitation provisions, as well as provisions designed to protect Saia’s intellectual property. In connection with the restrictive covenants, the Company entered into a severance agreement with each Named Executive Officer (other than the Chief Executive Officer) that generally provides for severance payments equal to base salary over the non-compete period in the event the executive’s employment is involuntarily terminated without cause as defined in the agreements. To receive the severance payments, the executive must sign a general release of claims against the Company and must comply with the executive’s obligations under any other agreement with the Company, including the restrictive covenants. Mr. Holzgrefe’s severance arrangements are governed by the terms of his employment agreement and Change in Control Agreement (referred to below).
Double Trigger Change in Control Severance Agreements
Double Trigger Change in Control Severance Agreements The Company has change in control agreements with each of the Named Executive Officers (the “Change in Control Agreements”). The Compensation Committee believes the Change in Control Agreements are an important part of Saia’s overall compensation program for the Named Executive Officers because they help secure the continued employment and dedication of the Named Executive Officers notwithstanding any concern the executive might have regarding their own continued employment in the event of a potential change in control transaction. The Change in Control Agreements include a “double trigger,” meaning they provide for severance payments and other benefits only if there is a change in control of the Company and only if after the change in control the executive’s employment is terminated involuntarily (other than for cause) or voluntarily with good reason within two years after the change in control. The Change in Control Agreements are reviewed periodically by the Committee to ensure they are consistent with the Company’s compensation philosophy. The Committee also receives input from the executive compensation consultant and outside legal counsel to confirm that the agreements remain generally consistent with competitive practices. The amount of the severance payments and benefits under these agreements are based on peer group and general industry practices and are described in the “Potential Payments Upon Termination or Change in Control” section of this proxy statement.
Employment Agreement
Employment Agreement To promote executive retention, continuity and stability in the Company’s leadership and help support certain non-competition and non-solicitation provisions, the Company entered into an employment agreement with Mr. Holzgrefe at the time he was named Chief Executive Officer in April 2020. The employment agreement is for a two-year initial term (renewing daily) and provides for a minimum base salary that is to be reviewed annually, participation in the Company’s annual and long-term incentive plans, other benefits that are provided to senior executives of Saia and severance benefits in the event of Mr. Holzgrefe’s employment termination under certain circumstances. All severance benefits under the employment agreement are conditioned upon Mr. Holzgrefe’s compliance with the non-disclosure, non-competition and employee and customer non-solicitation provisions of the employment agreement. The material terms of the employment agreement are reviewed periodically by the Committee with input from the executive compensation consultant and outside legal counsel to confirm that they remain generally consistent with competitive practices. The payments to be made to Mr. Holzgrefe under his employment agreement upon termination of employment or a change in control of the Company are described in the “Potential Payments Upon Termination or Change in Control” section of this proxy statement.
Risk Assessment in Compensation Programs
Risk Assessment in Compensation Programs The Committee annually assesses the Company’s executive and broad-based compensation and benefits programs, policies and practices to determine if they create undesired or unintended risk of a material nature. Although the Committee reviews all executive compensation programs, it focuses on those programs with variability of payout, and reviews the ability of a participant to directly affect payout, the controls on participant action and actual payouts. Based on that assessment, the Committee concluded that the Company’s compensation programs are designed and administered with an appropriate balance of risk and reward in relation to the Company’s business strategy and do not encourage executives to take unnecessary or excessive risks. The following features of the compensation programs help to mitigate risk taking: • A mix of short- and long-term compensation, particularly incentive compensation, to encourage executives to focus on goals consistent with the interests of Saia stockholders. • Short-term incentives in the form of an annual cash bonus based on annual Company performance, with caps to eliminate windfall payouts. • Long-term incentives awarded in performance stock units based on Company stock price performance over a three-year period relative to Company peers and restricted stock, rewarding longer-term financial performance consistent with the interests of Saia stockholders. • Performance stock units that are settled in common stock of the Company with a cap on the number of shares that can be awarded. • Stock ownership guidelines that encourage executives to retain significant amounts of Saia common stock, thereby aligning the long-term interests of management with those of the stockholders. • A Clawback Policy applicable to certain current and former executive officers that complies with Nasdaq listing standards and an Incentive Compensation Recovery Policy applicable to certain current and former officers, senior managers and executives granting Saia discretion to clawback incentive compensation if such individual engages in “Improper Conduct” or if the result of a performance measure upon which incentive compensation was based is subsequently restated or otherwise adjusted in a manner that would reduce the size of the award. A policy that prohibits executives from engaging in short sales of Saia common stock or in transactions involving puts, calls, or other derivative securities of the Company or in hedging transactions with respect to the Company’s stock. The policy also restricts executives from holding stock in margin accounts and from pledging stock of the Company as collateral for a loan.
Independent Compensation Consultant
Independent Compensation Consultant The Committee retained Mercer as its executive compensation consultant with respect to compensation established for 2025 to provide information and analysis of executive compensation trends and practices and to make recommendations regarding executive compensation. Mercer reported directly to and took direction from the Committee. The Committee entered into an engagement agreement with Mercer that may be terminated at any time. The Committee periodically met with the Mercer consultant outside the presence of management to discuss executive compensation philosophy, composition of peer groups, to recommend specific levels of compensation and to ensure that Mercer received from management the information required to perform its duties on a timely basis. In early 2025, the Committee conducted a request for proposal and selected FW Cook in June 2025, an independent national executive compensation consulting firm, to replace Mercer. Compensation Committee Report of Saia, Inc. The Compensation and Human Capital Committee of the Board of Directors of the Company has submitted the following report for inclusion in this Proxy Statement: Our Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this Proxy Statement with management. Based on the Committee’s review of and the discussions with management with respect to the Compensation Discussion and Analysis, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K and in this Proxy Statement. The foregoing report is provided by the following directors, who constitute the Committee: Compensation and Human Capital Committee Members Di-Ann Eisnor, Chair John P. Gainor, Jr. Kevin A. Henry Randolph W. Melville Jeffrey C. Ward
Summary Compensation Table
Summary Compensation Table The following table sets forth the compensation awarded to, earned by or paid to the Named Executive Officers for services rendered in all capacities within Saia during the fiscal years ended December 31, 2025, 2024 and 2023.
Summary Compensation Table
| Name & Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(3) | Total ($) | | Frederick J. Holzgrefe, III | 2025 | 980,000 | — | 5,176,716 | — | 155,525 | 6,312,241 | | President & Chief Executive Officer (PEO) | 2024 | 946,000 | — | 4,176,652 | — | 140,412 | 5,263,064 | | | 2023 | 910,000 | — | 3,382,889 | 1,277,276 | 160,694 | 5,730,859 | | Matthew J. Batteh | 2025 | 522,000 | — | 918,888 | — | 58,904 | 1,499,792 | | Executive Vice President & Chief Financial Officer (PFO)(2) | 2024 | 399,217 | — | 864,408 | — | 49,220 | 1,312,845 | | Raymond R. Ramu | 2025 | 614,600 | — | 1,659,431 | — | 97,653 | 2,371,684 | | Executive Vice President & Chief Customer Officer | 2024 | 593,840 | — | 1,497,114 | — | 80,948 | 2,171,902 | | | 2023 | 570,960 | — | 1,414,938 | 582,877 | 88,188 | 2,656,963 | | Patrick D. Sugar | 2025 | 542,400 | — | 1,464,553 | — | 81,288 | 2,088,241 | | Executive Vice President Operations | 2024 | 511,680 | — | 1,290,893 | — | 71,698 | 1,874,271 | | | 2023 | 491,573 | — | 1,218,358 | 501,826 | 68,854 | 2,280,611 | | Anthony R. Norwood | 2025 | 436,700 | — | 640,150 | — | 63,616 | 1,140,466 | | Executive Vice President & Chief Human Resources Officer | 2024 | 395,200 | — | 423,155 | — | 57,559 | 875,914 | | | 2023 | 380,900 | — | 352,834 | 291,637 | 35,558 | 1,060,929 |
Summary Compensation Table
(1) Stock Awards are comprised of performance stock units and restricted stock. Valuation is based on aggregate grant date fair value computed in accordance with FASB ASC Topic 718. See Note 8 to the Consolidated Financial Statements in the Annual Report on Form 10-K for the year ended December 31, 2025 for valuation assumptions used. At maximum performance levels for the performance stock units, these values for Mr. Holzgrefe would be: 2025: $5,944,049; 2024: $5,042,425; 2023: $4,036,052; for Mr. Batteh would be: 2025: $1,055,092; 2024: $379,920; for Mr. Ramu would be: 2025: $1,905,405; 2024: $1,807,448; 2023: $1,688,132; for Mr. Sugar would be: 2025: $1,681,638; 2024: $1,558,480; 2023: $1,453,597; and for Mr. Norwood would be: 2025: $735,039; 2024: $510,871; 2023: $420,959. (2) Mr. Batteh was not a Named Executive Officer in the Company's 2024 Proxy Statement. Therefore, this table does not provide 2023 data for him. (3) All other compensation amounts received by each Named Executive Officer for 2025 are set forth below:
Summary Compensation Table
| Name | Perquisites & Other Personal Benefits ($)(a) | Car Allowance ($) | Company Contributions to Defined Contribution Plans (401(k)) ($) | Company Contributions to Defined Contribution Plans (Def. Comp.) ($) | Life Insurance Premiums ($) | | Frederick J. Holzgrefe, III | 19,906 | 9,129 | 10,500 | 111,089 | 4,902 | | Matthew J. Batteh | 7,014 | 9,831 | 10,500 | 31,073 | 486 | | Raymond R. Ramu | 18,969 | 7,074 | 10,500 | 58,788 | 2,322 | | Patrick D. Sugar | 9,838 | 9,831 | 10,500 | 50,633 | 486 | | Anthony R. Norwood | 6,621 | 9,831 | 10,500 | 34,342 | 2,322 | | (a) Payment of club dues, fuel, physical exams and tax preparation reimbursements. | | | | | |
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table sets forth the detail of grants of plan-based awards to Saia’s Named Executive Officers for services rendered in all capacities during the fiscal year ended December 31, 2025.
2025 GRANTS OF PLAN-BASED AWARDS TABLE
2025 GRANTS OF PLAN-BASED AWARDS TABLE
2025 GRANTS OF PLAN-BASED AWARDS TABLE
| | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or | Grant Date Fair Value of Stock and Option | | Name | Grant Type(1) | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Units(2) (#) | Awards ($)(3) | | Frederick J. Holzgrefe, III | ACI | 1/31/25 | 294,000 | 1,176,000 | 2,352,000 | — | — | — | — | — | | | PSU | 2/5/25 | — | — | — | 1,096 | 4,383 | 8,766 | — | 2,972,025 | | | RS | 2/5/25 | — | — | — | — | — | — | 4,383 | 2,204,693 | | Matthew J. Batteh | ACI | 1/31/25 | 97,875 | 391,500 | 783,000 | — | — | — | — | — | | | PSU | 2/5/25 | — | — | — | 195 | 778 | 1,556 | — | 527,546 | | | RS | 2/5/25 | — | — | — | — | — | — | 778 | 391,342 | | Raymond R. Ramu | ACI | 1/31/25 | 122,920 | 491,680 | 983,360 | — | — | — | — | — | | | PSU | 2/5/25 | — | — | — | 351 | 1,405 | 2,810 | — | 952,702 | | | RS | 2/5/25 | — | — | — | — | — | — | 1,405 | 706,729 | | Patrick D. Sugar | ACI | 1/31/25 | 108,480 | 433,920 | 867,840 | — | — | — | — | — | | | PSU | 2/5/25 | — | — | — | 310 | 1,240 | 2,480 | — | 840,819 | | | RS | 2/5/25 | — | — | — | — | — | — | 1,240 | 623,732 | | Anthony R. Norwood | ACI | 1/31/25 | 65,505 | 262,020 | 524,040 | — | — | — | — | — | | | PSU | 2/5/25 | — | — | — | 136 | 542 | 1,084 | — | 367,519 | | | RS | 2/5/25 | — | — | — | — | — | — | 542 | 272,631 |
2025 GRANTS OF PLAN-BASED AWARDS TABLE
(1) Type of Awards ACI: Annual Cash Incentive PSU: Performance Stock Unit RS: Restricted Stock Annual Cash Incentive awards were granted under the Saia, Inc. Annual Cash Bonus Plan. All other awards were granted under the Saia, Inc. 2018 Omnibus Incentive Plan. See the Summary Compensation Table Narrative for additional information on these types of awards. (2) Shares of restricted stock granted on February 5, 2025 vest one-third on February 5, 2026, one-third on February 5, 2027 and one-third on February 5, 2028. Valuation is based on aggregate grant date fair value computed in accordance with FASB ASC Topic 718. See Note 8 to the Consolidated Financial Statements in the Annual Report on Form 10-K for the year ended December 31, 2025 for valuation assumptions used.
GRANTS OF PLAN-BASED AWARDS
GRANTS OF PLAN-BASED AWARDS
Grants of Plan-Based Awards Table Narrative
Grants of Plan-Based Awards Table Narrative Estimated Possible Payouts Under Non-Equity Incentive Plan Awards Amounts shown in this column represent grants under the Company’s annual cash incentive plan. The plan provides for cash payments to participants based 50% on achieving the Company’s annual operating income target for the year and 50% on achieving the Company’s operating ratio target for the year. See “Compensation Discussion and Analysis - 2025 Annual Cash Incentive - Performance Targets and Payouts” for more information concerning the annual cash incentive plan. See "Potential Payouts Upon Termination or Change in Control" for information concerning the effect of a termination of employment on annual cash incentives. Estimated Future Payouts Under Equity Incentive Plan Awards Amounts shown in this column represent grants of performance stock units. Participants receiving performance stock units are eligible to receive shares of common stock based on the total stockholder return of Saia compared to the total stockholder return of a peer group of companies over a three-year performance period, ending December 31, 2027. The number of shares of common stock that can be received under the performance stock units range from zero to 200% of the target shares. Shares of stock to the extent earned will be paid in February 2028. See “Compensation Discussion and Analysis - 2025 Long-Term Equity Incentive Grants - Performance Stock Units” for more information on the performance stock unit component of our long-term equity incentive plan. See “Potential Payments Upon Termination or Change in Control” for information concerning the effect of a termination of employment or a change in control of the Company on performance stock units. All Other Stock Awards Amounts shown in this column represent grants of shares of restricted stock. See “Compensation Discussion and Analysis - 2025 Long-Term Equity Incentive Grants - Restricted Stock Awards” for more information on the restricted stock component of our long-term equity incentive plan. See “Potential Payments Upon Termination or Change in Control” for information concerning the effect of a termination of employment or a change in control of the Company on shares of restricted stock.
Outstanding Equity Awards
Outstanding Equity Awards The following table sets forth information regarding outstanding stock options and stock awards held by the Named Executive Officers at December 31, 2025.
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025
| | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($)(6) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that Have Not Vested (#)(7) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights that Have Not Vested ($) (6)(7) | | Frederick J. Holzgrefe, III | — | — | — | — | — | 8,029(1) | 2,621,629 | 24,400 | 7,967,088 | | Matthew J. Batteh | 1,110 | — | — | 100.20 | 2/6/27 | 2,437(2) | 795,729 | 2,852 | 931,235 | | | 500 | — | — | 200.81 | 2/11/28 | — | — | — | — | | | 470 | — | — | 277.86 | 2/7/29 | — | — | — | — | | Raymond R. Ramu | — | — | — | — | — | 2,806(3) | 916,215 | 8,976 | 2,930,844 | | Patrick D. Sugar | — | — | — | — | — | 2,905(4) | 948,541 | 7,792 | 2,544,244 | | Anthony R. Norwood | 530 | — | — | 287.79 | 3/2/29 | 2,290(5) | 747,731 | 2,696 | 880,298 |
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025
All options, restricted stock awards and performance stock units were issued under the Saia, Inc. 2018 Omnibus Incentive Plan. See also “Potential Payouts Upon Termination or Change in Control” for additional information that could affect the vesting of these awards. (1) Mr. Holzgrefe’s restricted stock awards vest as follows: 1,461 shares on 2/5/2026; 1,040 shares on 2/6/2026; 1,566 shares on 2/8/2026; 1,461 shares on 2/5/2027; 1,040 shares on 2/6/2027; and 1,461 shares on 2/5/2028. (2) Mr. Batteh’s restricted stock awards vest as follows: 259 shares on 2/5/2026; 78 shares on 2/6/2026; 138 shares on 2/8/2026; 259 shares on 2/5/2027; 79 shares on 2/6/2027; 341 shares on 5/13/2027; 260 shares on 2/5/2028; 341 shares on 5/13/2028; and 682 shares on 5/13/2029. (3) Mr. Ramu’s restricted stock awards vest as follows: 468 shares on 2/5/2026; 373 shares on 2/6/2026; 655 shares on 2/8/2026; 468 shares on 2/5/2027; 373 shares on 2/6/2027 and 469 shares on 2/5/2028. (4) Mr. Sugar’s restricted stock awards vest as follows: 413 shares on 2/5/2026; 321 shares on 2/6/2026; 564 shares on 2/8/2026; 458 shares on 3/9/2026; 413 shares on 2/5/2027; 322 shares on 2/6/2027; and 414 shares on 2/5/2028. (5) Mr. Norwood’s restricted stock awards vest as follows: 180 shares on 2/5/2026; 105 shares on 2/6/2026; 164 shares on 2/8/2026; 457 shares on 11/2/2026; 181 shares on 2/5/2027; 106 shares on 2/6/2027; 916 shares on 11/2/2027; and 181 shares on 2/5/2028. (6) Value is based on the closing price of Saia stock of $326.52 on December 31, 2025, as reported on Nasdaq. Reflects the maximum number of performance stock units that may be earned for the 2023 – 2025, 2024 – 2026 and 2025 – 2027 performance periods. The maximum number of performance stock units that may be earned for the 2023 – 2025 performance period is as follows: 9,396 units for Mr. Holzgrefe; 826 units for Mr. Batteh; 3,930 units for Mr. Ramu; 3,384 units for Mr. Sugar; and 980 units for Mr. Norwood and, if earned, vest on December 31, 2025. The maximum number of performance stock units that may be earned for the 2024 – 2026 performance period is as follows: 6,238 units for Mr. Holzgrefe; 470 units for Mr. Batteh; 2,236 units for Mr. Ramu; 1,928 units for Mr. Sugar; and 632 units for Mr. Norwood and, if earned, will vest on December 31, 2026. The maximum number of performance stock units that may be earned for the 2025 – 2027 performance period is as follows: 8,766 units for Mr. Holzgrefe; 1,556 units for Mr. Batteh; 2,810 units for Mr. Ramu; 2,480 units for Mr. Sugar; and 1,084 units for Mr. Norwood and, if earned, will vest on December 31, 2027. See "Compensation Discussion and Analysis -2025 Long-Term Equity Incentive Grants - Performance Stock Units" and the Summary Compensation Table Narrative for additional information on performance stock units.
2025 Option Exercises and Stock Vested
2025 Option Exercises and Stock Vested The following table sets forth information regarding the number and value of stock options exercised and stock awards vested during 2025 for the Named Executive Officers.
2025 Option Exercises and Stock Vested
| | Option Awards | | Stock Awards(2) | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Frederick J. Holzgrefe, III | 5,534 | 1,330,739 | 13,233 | 6,507,533 | | Matthew J. Batteh | — | — | 1,191 | 585,380 | | Raymond R. Ramu | 1,980 | 327,064 | 5,042 | 2,479,407 | | Patrick D. Sugar | 427 | 92,187 | 3,790 | 1,836,960 | | Anthony R. Norwood | — | — | 1,835 | 701,186 |
2025 Option Exercises and Stock Vested
(1) Value realized was determined by multiplying the number of options exercised by the difference between the last sale price of Saia common stock as reported on Nasdaq on the exercise date and the exercise price of the options. (2) Amounts shown in this column represent performance stock units and shares of restricted stock that vested in 2025. Value realized was determined by multiplying the last sale price of Saia common stock as reported on Nasdaq on the vesting date by the number of shares that vested.
Non-Qualified Deferred Compensation
Non-Qualified Deferred Compensation The following table sets forth information regarding the executive and Company contributions to the Capital Accumulation Plan, as well as investment earnings on the Capital Accumulation Plan for the Named Executive Officers in 2025.
2025 NON-QUALIFIED DEFERRED COMPENSATION TABLE(1)
2025 NON-QUALIFIED DEFERRED COMPENSATION TABLE(1)
2025 NON-QUALIFIED DEFERRED COMPENSATION TABLE(1)
| Name | Executive Contributions in Last FY (2) ($) | Company Contributions in Last FY (3) ($) | Aggregate Earnings/(Losses) in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(4) | | Frederick J. Holzgrefe, III | 6,701 | 111,089 | (1,045,371) | — | 2,810,679 | | Matthew J. Batteh | — | 31,073 | (6,338) | — | 304,055 | | Raymond R. Ramu | — | 58,788 | (1,117,290) | — | 3,346,099 | | Patrick D. Sugar | — | 50,633 | 29,544 | — | 439,528 | | Anthony R. Norwood | — | 34,342 | 10,013 | — | 211,964 |
2025 NON-QUALIFIED DEFERRED COMPENSATION TABLE(1)
(1) See description of Capital Accumulation Plan in “Benefits — Deferred Compensation Plan” in Compensation Discussion and Analysis. (2) Amounts reported in this column are reported as salary in the last completed fiscal year in the Summary Compensation Table. (3) Amounts reported in this column are included in All Other Compensation in the last completed fiscal year in the Summary Compensation Table. Amounts reported in this column for each Named Executive Officer include amounts previously reported in Saia’s Summary Compensation Table in previous years when earned if that officer’s compensation was required to be disclosed in a previous year. Amounts previously reported in such years include previously earned, but deferred, salary and incentive and Saia matching contributions. This total reflects the cumulative value of each Named Executive Officer’s deferrals, Saia contributions and investment history. Saia is obligated to provide its Named Executive Officers with certain payments or other forms of compensation upon a termination of employment in certain cases or change in control of the Company. The information below describes the circumstances under which we may be obligated to provide such compensation and provides estimates of amounts that would have become payable under existing agreements, plans and arrangements had there been a change in control of the Company on December 31, 2025 or had the Named Executive Officer’s employment been terminated on such date. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be different. The factors that could affect these amounts include the time during the year of any such event, the Company stock price and the executive’s age.
CEO Pay Ratio
CEO Pay Ratio As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and rules promulgated by the Securities and Exchange Commission, we are providing the following information about the ratio of the annual total compensation of our principal executive officer, Frederick J. Holzgrefe, III, Saia’s Chief Executive Officer, to Saia’s median employee’s annual total compensation. For the year ended December 31, 2025, our last completed fiscal year: • the median of the annual total compensation of all employees of Saia (other than the CEO) was $67,163; • the annual total compensation of the CEO was $6,312,241, as reported in the Summary Compensation Table herein; and • the ratio of the annual total compensation of the CEO to the median of the annual total compensation of all employees was 94 to 1.0. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. There were no significant changes in our methodology, or in the material assumptions, adjustments, or estimates from those used in our calculation last year. In determining the median employee, a listing of compensation was prepared of all of the approximately 14,500 employees (other than the CEO) as of December 31, 2025, including actual base salary and wages, bonus paid and any overtime paid during the year. Because Saia does not widely distribute annual equity awards to our employees, such awards were excluded from our compensation measure in determining the median. Wages and salaries were annualized for those employees that were not employed for the full year of 2025. Saia does not use seasonal or temporary workers. The median employee was selected from the annualized list. Below is information regarding the relationship between executive compensation and our financial performance for each of the fiscal years ended December 31, 2025, 2024, 2023, 2022 and 2021. In determining the “compensation actually paid” to our Named Executive Officers, SEC rules require us to make various adjustments to amounts reported in the Summary Compensation Table because the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. The table below summarizes compensation values reported in our Summary Compensation Table, as well as the adjusted values required in this section by SEC rules.
CEO Pay Ratio
| | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | | Summary Compensation Table Total for Current PEO | Compensation Actually Paid to Current PEO | Average Summary Compensation Table Total for Non-PEO | Average Compensation Actually Paid to Non-PEO | Total Shareholder | Peer Group Total Shareholder Return | Net Income | Operating Income | | Year | ($)(1) | ($) | NEOs ($)(1) | NEOs ($)(1) | Return ($) | ($)(3) | ($) | ($)(4) | | 2025 | $6,312,241 | $1,454,209(2) | $1,775,046 | $553,244(2) | $180.60 | $138.77 | $255,036,000 | $352,200,000 | | 2024 | $5,263,064 | $7,426,812 | $1,597,464 | $2,068,195 | $252.06 | $125.85 | $362,065,000 | $482,160,000 | | 2023 | $5,730,859 | $17,257,547 | $2,058,019 | $5,735,521 | $242.38 | $123.12 | $354,857,000 | $460,496,000 | | 2022 | $4,523,872 | $(3,078,337) | $1,616,138 | $(394,499) | $115.97 | $91.78 | $357,422,000 | $470,488,000 | | 2021 | $4,937,517 | $16,313,494 | $1,563,271 | $5,643,403 | $186.41 | $113.28 | $253,235,000 | $335,141,000 |
CEO Pay Ratio
(1) Our Principal Executive Officer ("PEO") and the remaining Named Executive Officers for the relevant fiscal year, as determined under SEC rules, are as follows:
CEO Pay Ratio
| Year | Current PEO | Non-PEO NEOs | | 2025 | Frederick J. Holzgrefe III | Matthew J. Batteh, Raymond R. Ramu, Patrick D. Sugar, and Anthony R. Norwood | | 2024 | Frederick J. Holzgrefe III | Matthew J. Batteh, Douglas L. Col, Raymond R. Ramu, Patrick D. Sugar, and Anthony R. Norwood | | 2023 | Frederick J. Holzgrefe III | Douglas L. Col, Rohit Lal, Raymond R. Ramu, and Patrick D. Sugar | | 2022 | Frederick J. Holzgrefe III | Douglas L. Col, Raymond R. Ramu, Patrick D. Sugar and Anthony R. Norwood | | 2021 | Frederick J. Holzgrefe III | Douglas L. Col, Raymond R. Ramu, Patrick D. Sugar and Rohit Lal |
CEO Pay Ratio
"Compensation actually paid" to our Named Executive Officers represents the “Total” compensation reported in the Summary Compensation Table for 2025, as adjusted per SEC rules as follows:
CEO Pay Ratio
| Adjustments | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | TOTAL ADJUSTMENTS | | Current PEO | $(5,176,176) | $2,627,565 | $(2,778,165) | $469,284 | $0 | $(4,858,032) | | Average non-PEO NEOs | $(1,170,756) | $594,244 | $(718,902) | $73,612 | $0 | $(1,221,802) |
CEO Pay Ratio
(3) For the relevant fiscal year, represents the cumulative total shareholder return of the NASDAQ Transportation Index (the “Peer Group TSR”). (4) The Company selected measure is operating income which is a GAAP measure used in the annual cash incentive plan.
Pay Versus Performance Tabular List
Pay Versus Performance Tabular List We believe the following financial performance measures represent the most important financial performance measures used by us to link compensation actually paid to our Named Executive Officers for the fiscal year ended December 31, 2025 to Company performance:
Pay Versus Performance Tabular List
| Company Selected Measures | | Operating Income | | Operating Ratio | | Total Shareholder Return |
How many votes are required to elect the director nominees?
How many votes are required to elect the director nominees? Because this is considered an uncontested election under the Company’s Bylaws, a nominee for director is elected to the Board if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election. Abstentions will not affect the election of directors. In tabulating the voting results for the election of directors, only “FOR” and “AGAINST” votes are counted. If an incumbent director fails to receive a majority of the vote for re-election, the Nominating and Governance Committee of the Board will act on an expedited basis to determine whether to accept the director’s previously tendered irrevocable resignation and will submit such recommendation for prompt consideration by the Board. In considering whether to accept or reject the tendered resignation, the Nominating and Governance Committee and the Board will consider any factors they deem relevant. Any director who fails to receive a majority of the vote for re-election pursuant to this provision of the Corporate Governance Guidelines will not participate in the Nominating and Governance Committee recommendation or Board consideration regarding whether or not to accept the tendered resignation.