Independent
Tenure on this board
8.5 yrs
Also a director at
Cxapp Inc (CXAI)
10 nominees · 3 ballot items.
Elect ten directors; Advisory (non-binding) vote to approve executive compensation (say-on-pay); Ratify KPMG LLP as independent registered public accounting firm for 2026.
Elect ten directors to serve one-year terms expiring at the 2027 annual meeting.
Non-binding advisory vote to approve the compensation of Saia’s Named Executive Officers as disclosed in the proxy statement.
The proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s executive compensation disclosure, including the Compensation Discussion and Analysis, compensation tables and narrative. Management frames this as a routine ‘say-on-pay’ vote under the Dodd-Frank Act and requests an annual frequency. The Board recommends a FOR vote, citing strong prior shareholder support (96.9% approval in 2025) and arguing that compensation policies align pay with performance, balance short- and long-term incentives, and use market-based benchmarking and independent consultant advice. Key contexts include recent pay increases for certain NEOs tied to performance and retention, significant long-term equity awards (50% PSUs, 50% restricted stock), and clawback and anti-hedging policies. For an analyst, considerations include the high historical shareholder approval which reduces the likelihood of shareholder unrest, the robust use of performance stock units tied to TSR relative to peers, and the Company’s disclosures around severance and change-in-control provisions which include double-trigger protections; these may raise governance concerns depending on investor preferences for change-in-control and severance arrangements.
Ratify the Audit Committee’s appointment of KPMG LLP as Saia’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ALLIANCEBERNSTEIN L.P. | 9.4% | 2,499,330 | $816M |
| 2 | PRICE T ROWE ASSOCIATES INC /MD/ | 8.6% | 2,292,565 | $805M |
| 3 | BlackRock, Inc. | 5.3% | 1,407,239 | $494M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 1,195,689 | $420M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.1% | 1,097,220 | $385M |
| 6 | KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC | 3.1% | 832,220 | $292M |
| 7 | STATE STREET CORP | 3.1% | 826,001 | $290M |
| 8 | FIRST TRUST ADVISORS LP | 3.0% | 804,284 | $283M |
| 9 | BlackRock, Inc. | 2.9% | 770,365 | $271M |
| 10 | WASATCH ADVISORS LP | 2.7% | 708,880 | $249M |
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