SAIA INC (SAIA)
Sector: Industrials
2026 Annual Meeting Analysis
SAIA INC · Meeting: April 29, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Ten Directors
Eisnor has served since 2017 and Saia's 3-year return of +16.7% outperforms the peer group median by +5.4pp, well below the 35pp underperformance threshold needed to trigger a against vote; no overboarding, attendance, or independence concerns.
Epps has served since 2019, is independent, qualifies as an audit committee financial expert, serves on two other public boards (within the three-board limit), and the peer-group TSR trigger does not apply given Saia outperforms peers over three years.
Gainor has served since 2016, is independent, holds no current outside public company directorships, and the peer TSR trigger does not fire as Saia's 3-year return exceeds the peer median.
Henry joined in 2021 and, while a sitting executive at PulteGroup, holds no outside public company board seats, so no overboarding concern; the peer TSR trigger does not apply.
Holzgrefe is the CEO-director and is subject to the same TSR trigger as other directors; Saia's 3-year return of +16.7% exceeds the peer median by +5.4pp, so the trigger does not fire, and no other negative flags apply.
James joined in 2021, is independent, holds no other public company directorships, and the peer TSR trigger does not apply.
Melville has served since 2015, is the Lead Independent Director, holds no current public company board seats, and the peer TSR trigger does not apply.
O'Dell is non-executive Chairman and serves on one other public board (Proficient Auto Logistics), within the three-board limit; the peer TSR trigger does not apply and he is not classified as independent, but he serves on no audit or compensation committee, so no independence-on-committee concern arises.
Ward has served since 2006, is independent, holds no other public company directorships, and the peer TSR trigger does not apply.
Susan Ward joined in 2019, is independent, qualifies as an audit committee financial expert, serves on two other public boards (within limits), and the peer TSR trigger does not apply.
All ten directors receive a FOR vote. The primary TSR benchmark for Saia is its company-disclosed compensation peer group (N=23). Saia's 3-year price return of +16.7% exceeds the peer group median by +5.4pp, well inside the 35pp underperformance threshold required to trigger an against vote for a company with low-positive absolute TSR. No director has overboarding issues, poor attendance, non-independence on sensitive committees, or other disqualifying flags.
Say on Pay
✓ FORCEO
Frederick J. Holzgrefe, III
Total Comp
$6,312,241
Prior Support
96.9%%
CEO total compensation of $6.3 million is within a reasonable range for a transportation company of Saia's size and market cap, with salary at $980,000 representing approximately 15.5% of total pay — well within the 40% fixed-pay limit. The pay mix is heavily weighted toward long-term equity (performance stock awards and restricted stock comprising roughly 82% of total reported pay), satisfying the 50–60% variable-pay requirement by a wide margin. Although no annual cash bonus was paid in 2025 due to operating income and operating ratio falling below threshold — a clear demonstration of pay-for-performance discipline — the three-year performance stock award cycle (2023–2025) paid out at 183% of target based on Saia ranking near the top quartile of peers in total shareholder return, reflecting genuine alignment between executive pay and shareholder outcomes. Prior-year say-on-pay support was 96.9%, indicating strong shareholder endorsement, and the company maintains robust clawback policies and no problematic pay features.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
24 yrs
Audit Fees
$1,124,000
Non-Audit Fees
$0
KPMG has audited Saia since 2002 (approximately 24 years), which is just below the 25-year threshold that would trigger a tenure concern; all non-audit fees are zero so the non-audit fee ratio is 0%, well within the 50% limit; no restatements are disclosed; and KPMG is a Big 4 firm appropriate for Saia's $8.6 billion market cap.
Overall Assessment
The 2026 Saia ballot contains three standard proposals: election of ten directors, advisory approval of executive compensation, and ratification of KPMG as auditor. All three receive FOR votes — the director slate clears the peer-group TSR test comfortably, the pay program demonstrates genuine pay-for-performance discipline with zero bonus paid in a down year, and KPMG's fees are 100% audit-related with no independence concerns.
Compensation Peer Group
24 companies disclosed in 2026 proxy filing