Saia (SAIA) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on April 24, 2025, with voting on director elections, executive compensation, and auditor ratification.

• 2024 saw strong operating results, with operating income of $482M, an operating ratio of 85.0%, and diluted EPS of $13.51.

• CEO total direct compensation for 2024 was $5.26M, with a pay ratio of 83:1 compared to the median employee.

• The company’s compensation program received 96.6% approval in the 2024 say-on-pay vote.

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 2025.

• The board recommends voting FOR all proposals.

Board of directors and corporate governance

• The board consists of ten directors, 80% of whom are independent, with an average tenure of nine years and average age of 61.

• Five new directors have joined in the last six years, reflecting board refreshment.

• 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 composed of independent directors.

• Annual board and committee evaluations and director stock ownership guidelines are in place.