Saia (SAIA) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on April 29, 2026, with voting on director elections, executive compensation, and auditor ratification.

• Key 2025 accomplishments include completion of a national LTL network, record market share, improved customer service metrics, and enhanced safety performance.

• The company deployed over $2 billion in capital since 2023 to expand its terminal network.

• CEO pay ratio for 2025 was 94:1, with the CEO earning $6.3 million and the median employee earning $67,163.

Voting matters and shareholder proposals

• Shareholders will vote to elect ten directors for one-year terms, approve executive compensation on an advisory basis, and ratify KPMG LLP as the independent auditor for 2026.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be submitted by November 15, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• The board consists of ten directors, 80% of whom are independent, with an average tenure of 10 years and average age of 62.

• Separate CEO and Chairman roles, with a Lead Independent Director elected annually.

• Three standing committees: Audit, Compensation and Human Capital, and Nominating and Governance, all comprised of independent directors.

• Annual board and committee evaluations, director orientation, and continuing education are conducted.

• Stock ownership guidelines require directors and executives to hold significant equity.

• Clawback policies and prohibitions on hedging and pledging company stock are in place.