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
Independent director since 2017 with relevant technology and transportation experience; no overboarding, attendance, or TSR trigger concerns — Saia's 3-year TSR of +21.6% vs XLI ETF fallback gap of -56.4pp does not exceed the 65pp threshold for strong-positive TSR companies.
Independent director since 2019 with deep audit and financial expertise (designated audit committee financial expert); no overboarding, attendance, or TSR trigger concerns.
Independent director since 2016 with extensive logistics, supply chain, and CEO-level experience; no overboarding, attendance, or TSR trigger concerns.
Independent director since 2021 with strong human capital management background; no overboarding, attendance, or TSR trigger concerns.
CEO and executive director since 2019 with deep operational knowledge of Saia's business; the 3-year TSR underperformance vs XLI (-56.4pp) does not reach the 65pp threshold required to trigger a vote against for strong-positive TSR companies, so no TSR flag applies.
Independent director since 2021 with automotive technology and CEO-level experience relevant to commercial vehicle innovation; no overboarding, attendance, or TSR trigger concerns.
Independent Lead Independent Director since 2015 with extensive operations, supply chain, and sales experience; no overboarding, attendance, or TSR trigger concerns.
Non-executive Chairman since 2020 with unmatched institutional knowledge as former long-serving CEO of Saia; holds one outside public board seat (Proficient Auto Logistics) which does not trigger the overboarding threshold, and the TSR gap vs XLI does not reach the 65pp trigger.
Independent director since 2006 with deep transportation and logistics consulting expertise; no overboarding, attendance, or TSR trigger concerns.
Independent director since 2019 with senior financial executive and public accounting experience at UPS (designated audit committee financial expert); holds two outside public board seats which is within the permitted limit, and no TSR trigger concerns.
All ten director nominees receive a FOR vote. Saia's 3-year price return of +21.6% is in the strong-positive tier, and the underperformance vs the XLI sector ETF of 56.4 percentage points falls below the 65pp threshold required to trigger an AGAINST vote under the ETF fallback policy — meaning no TSR-based flag fires for any director. No director shows overboarding, attendance failures, independence concerns on audit or compensation committees, or familial relationships with senior management.
Say on Pay
✓ FORCEO
Frederick J. Holzgrefe, III
Total Comp
$6,312,241
Prior Support
96.9%%
The CEO's total compensation of approximately $6.3 million is reasonable for the CEO of an ~$8.8 billion market cap industrial transportation company. Pay mix is heavily weighted toward variable, performance-linked pay: base salary of $980,000 represents only about 15% of total target compensation of $6.6 million, well under the 40% fixed-pay threshold, and long-term equity awards (split equally between performance stock awards and restricted stock) make up roughly 67% of total target pay. The annual cash bonus paid out at zero in 2025 because the company missed both its operating income and operating ratio targets — demonstrating real pay-for-performance discipline. The prior-year say-on-pay vote received 96.9% support, and no governance concerns (clawback policies are in place, no hedging is permitted, stock ownership guidelines are met) warrant a negative vote.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
23 yrs
Audit Fees
$1,124,000
Non-Audit Fees
$0
KPMG has served as Saia's auditor since 2002 (approximately 23 years), which is below the 25-year tenure threshold that would trigger a negative vote. Non-audit fees are zero, meaning there are no independence concerns from non-audit work. KPMG is a Big 4 firm appropriate for a company of Saia's size and complexity, and no material financial restatements were identified.
Overall Assessment
The 2026 Saia annual meeting ballot contains three standard proposals: election of ten directors, ratification of KPMG as auditor, and an advisory vote on executive compensation. All three proposals receive a FOR vote — the director slate is well-qualified with no overboarding or TSR trigger concerns, the auditor relationship is clean with zero non-audit fees and tenure below the 25-year threshold, and the compensation program demonstrates strong pay-for-performance alignment including a zero annual bonus payout in 2025 due to missed targets.