Saia : Notice of 2022 Annual Meeting and Proxy Statements

Notice of Annual Meeting of Stockholders

To be held April 29, 2022

March 21, 2022

To Our Stockholders:

We cordially invite you to attend the 2022 annual meeting of stockholders of Saia, Inc. The meeting will be held in a virtual format on April 29, 2022, at 10:30 a.m., Eastern Daylight Time. Stockholders will not be able to attend the Annual Meeting physically but will be able to participate by submitting questions and voting online. To be admitted to the virtual Annual Meeting at www.meetnow.global/MYUDPTF, you must enter the control number found on your proxy card, voter instruction form or the notice. A list of stockholders entitled to vote will be available via electronic link during the whole time of the annual meeting once you are admitted to the meeting room. We look forward to your participation.

The purpose of the meeting is to:

1. Elect four directors for a one year term;
2. Vote on an advisory basis to approve the compensation of Saia's Named Executive Officers;
3. Consider an amendment to our Amended and Restated Certificate of Incorporation to eliminate supermajority voting requirements;
4. Consider an amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of our common stock;
5. Ratify the appointment of KPMG LLP as Saia's independent registered public accounting firm for fiscal year 2022; and
6. Transact any other business that may properly come before the meeting and any postponement or adjournment of the meeting.

Only stockholders of record at the close of business on March 4, 2022 may vote at the meeting or any postponements or adjournments of the meeting.

By order of the Board of Directors,

Douglas L. Col

Secretary

Please complete, date, sign and return the accompanying proxy card, voter instruction card, or vote by

telephone or the internet. The enclosed return envelope requires no additional postage if mailed in either the

United States or Canada. Alternatively, you may vote electronically via the internet. Go to

www.investorvote.com/saia and follow the steps outlined on the secure website.

If you are a registered stockholder, you may elect to have next year's proxy statement and annual report made available to you via the internet. We strongly encourage you to enroll in this service. It is a cost-effective way for us to send you proxy materials and annual reports.

Your vote is very important. Please vote whether or not you plan to attend the meeting.

Proxy Summary

This summary highlights certain information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider and you should read the entire proxy statement before voting. For more complete information regarding the 2021 performance of Saia, Inc. (the "Company"), please review the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

2022 Annual Meeting of Stockholders

• Date and Time:

April 29, 2022, 10:30 a.m., Eastern Daylight Time

• Virtual:

Attend the annual meeting online, including voting and submitting questions at:

www.meetnow.global/MYUDPTF

• Record Date:

March 4, 2022

Voting Matters and Board Recommendations

	Our Board's Recommendation
Election of Four Directors (page 2)	FOR each Director Nominee
Advisory Vote to Approve Executive Compensation (page 57)	FOR
Approve the Elimination of Supermajority Voting (page 58)	FOR
Approve an Increase in Authorized Shares of Common Stock (page 60)	FOR
Ratification of Appointment of Independent Registered Public Accounting Firm (page 62)	FOR

2021 Business Highlights

In 2021, the Company continued to effectively execute its long-term strategic plan and delivered strong operating results despite the challenges of COVID-19. The following illustrates the three-year directional relationship between Company performance, based on four of the Company's key operating metrics, and the compensation (as defined below) of Saia's Chief Executive Officer.

Operating Income

	$375		$335
millions)	$300
$225	$180
$153
$150
(in	$75
	$0
	2019	2020	2021

Operating Ratio

95.0%
91.5%	90.1%
90.0%
85.0%		85.4%
80.0%
2019	2020	2021

Diluted EPS

$10.00			$9.48
$5.00	$4.30	$5.20
$0.00
	2019	2020	2021

CEO Target Total Direct

Compensation

millions)	$6.0			$4.9
$4.0	$3.1	$3.5
$2.0
(in
$0.0
		2019	2020	2021

2022 Proxy Statement SAIA, INC. i

PROXY SUMMARY

Director Nominees (page 2)

Saia is phasing out its classified Board of Directors. The Board of Directors currently consists of ten directors divided into three classes but following the 2022 annual meeting of stockholders only two classes will remain. The terms of the Class II directors will expire at the upcoming annual meeting. The Board of Directors has nominated the following persons as Class III directors for terms expiring at the 2023 annual meeting of stockholders. If elected, these nominees will join the existing Class III of directors. Proxies cannot be voted for a greater number of persons than the four nominees named herein. Each nominee is currently a director of Saia.

Name	Age	Director Since	Primary Occupation	Committee Memberships
Kevin A. Henry*	54	2021	Chief People Officer at BlueLinx	Compensation
			Holdings Inc.
Frederick J. Holzgrefe, III	54	2019	President & Chief Executive Officer of	None
			Saia, Inc.
Donald R. James*	49	2021	Chief Executive Officer of Solero	Audit
			Technologies, effective April 1, 2022
Richard D. O'Dell	60	2006	Chairman of the Board and Retired	None
			Chief Executive Officer of Saia, Inc.

• Independent Director

Management Proposals (pages 57-63)

1. Advisory Vote to Approve Executive Compensation.We are asking stockholders to approve on an advisory basis our Named Executive Officer compensation. The Board recommends a FOR vote because it believes that our compensation policies and practices are effective in attracting, motivating and retaining talented executive officers and aligning the executives' long-term interests with those of our stockholders.
2. Approve the Elimination of Supermajority Voting.Stockholders are requested to approve an amendment to the Company's Certificate of Incorporation to eliminate provisions in the certificate that require approval of holders of two-thirds of the outstanding shares of common stock to amend certain provisions of the certificate. The Board recommends a FOR vote because adopting a majority voting standard provides more accountability to stockholders and promotes stronger corporate governance.
3. Approve an Increase in Authorized Shares of Common Stock.Having issued over one-halfof the existing authorized shares of common stock, we seek stockholder approval to increase the number of shares of authorized common stock from 50,000,000 shares to 100,000,000 shares. The Board recommends a FOR vote so that the Company may have the flexibility in the future to issue more common shares, whether as a stock dividend or stock split, as consideration for an acquisition, in accordance with equity incentive plans, to raise additional capital or otherwise.
4. Ratification of Appointment of Independent Registered Public Accounting Firm.As a matter of good governance, we are asking our stockholders to ratify the selection of KPMG LLP as our auditors for 2022.

ii SAIA, INC. 2022 Proxy Statement

PROXY SUMMARY

Corporate Governance (page 13)

The following are highlights of Saia's corporate governance practices:

• Separate Chief Executive Officer and Chairman of the Board.Maintaining separate roles allows the Chairman to devote his time and attention to matters of Board oversight and governance and allows the Chief Executive Officer to focus his time and energy managing the business.
• The Board has a Lead Independent Director.The Lead Independent Director position ensures the Board has a director in a leadership position that is "independent" under applicable rules of the Nasdaq Global Select Market. The Lead Independent Director is elected annually by the independent directors. For 2021, the Lead Independent Director was Randolph W. Melville.
• Saia has a Diverse Board.Of the ten members of Saia's Board, three are women and four are ethnically diverse.
• Commitment to Board Refreshment.Of the ten members of Saia's Board, eight have joined the Board in the last seven years.
• Phasing out Classified Board Structure.The Board initiated and the stockholders approved the phased elimination of the staggered election of directors at the 2021 annual meeting of stockholders. Starting with the election of directors at this 2022 annual meeting of stockholders, all directors whose terms are expiring at an annual meeting will be elected for a one year term.
• Board Oversight of Risk Management.The Board executes its oversight responsibility both through active review and discussion of key risks facing the Company and by delegating certain oversight responsibilities to Board Committees.
• Majority Voting for Director Elections.Saia's Bylaws require that, in an uncontested election, a nominee to the Board must receive more votes cast for than against his or her election in order to be elected to the Board. If an incumbent director fails to receive a majority of the vote for reelection in an uncontested election, the Nominating and Governance Committee recommends to the full Board whether to accept or reject the nominee's previously submitted resignation, and the full Board makes the final determination. We believe the ability of stockholders to vote for or against a director, as opposed to merely withholding a vote for a director, increases accountability to stockholders. The election of directors at the 2022 annual meeting of stockholders is an uncontested election.
• Three Standing Committees of the Board of Directors: the Audit Committee, the Compensation Committee and the Nominating and Governance Committee.Saia's Board Committees are comprised entirely of independent directors. Saia's Committee charters are available free of charge on the Company's website (www.saia.com) under the investor relations section.
• Stock Ownership Guidelines.The Company has adopted stock ownership guidelines that apply to all officers who are eligible to receive long-term incentives, including all Named Executive Officers, and to Saia's directors.
• Annual Board and Committee Evaluations. The Board conducts annual Board and Committee performance evaluations that are intended to determine whether the Board and each of its Committees are functioning effectively and to provide them with an opportunity to reflect on and improve processes and effectiveness.
• Clawback Policy.The Company has a "clawback" policy that authorizes the Company to seek to recover incentive compensation awarded to an officer or executive of Saia if the result of a performance measure upon which the award was based is subsequently restated or otherwise adjusted in a manner that would reduce the size of the award. In addition, if an officer or executive of Saia engages in "Improper Conduct" (as defined under the policy), Saia may, within three years following the payment or vesting of incentive compensation, seek recovery of such incentive compensation.
• Policy Against Hedging and Pledging of Saia Stock.Directors and employees subject to the Company's insider trading policies may not engage in short sales of Saia common stock, in transactions involving puts, calls, or other derivative securities of the Company or in hedging transactions with respect to the Company. Additionally, directors and such employees are prohibited from holding Saia common stock in a margin account and from pledging Saia common stock as collateral for indebtedness.

2022 Proxy Statement SAIA, INC. iii

PROXY SUMMARY

Executive Compensation Highlights (page 24)

• 2021 Say-on-PayResults.In 2021, holders of 97.7% of our stock voting on the question approved on an advisory basis the compensation paid to our Named Executive Officers as described in the 2021 proxy statement. The chart below shows the Company's "say-on-pay" results over the past five years:

Say-on-Pay Results

100.0%	96.7%	97.7%	97.2%	97.7%
96.5%
95.0%
90.0%
85.0%
80.0%
2017	2018	2019	2020	2021

• Saia Company Performance Aligned with CEO Compensation.As part of the compensation analysis performed by Mercer US Inc. ("Mercer"), independent compensation consultant to the Compensation Committee, for 2021 the Compensation Committee reviewed the Company's three-yeartotal stockholder return ("TSR") and three- year CEO "total direct compensation" for the period from 2018 - 2020. The graph below shows three-yearTSR percentiles of the Company and other peer group companies. Saia's three-yearCEO total direct compensation (50th percentile) reflect that Saia's performance is aligned with the compensation of its CEO over that period.

3-YEAR CEO TOTAL DIRECT COMPENSATION(1) VS. 3-YEAR TOTAL STOCKHOLDER RETURN(2)

						Saia
	100%
	90%
	80%
	70%
TSR	60%
-Year	50%
3
% Rank	40%
30%
	20%
	10%
	0%
	0%	10%	20%	30%	40%	50%	60%	70%	80%	90%	100%

1. • Rank 3-Year CEO Total Direct Compensation
2. CEO total direct compensation reflects actual cash compensation earned for 2018 - 2020, in-the-money value of stock options, restricted stock and performance stock units granted during 2018 - 2020 as of December 31, 2020 (for performance stock units where performance period is complete, analysis reflects the actual number of shares earned; in other cases, the target number of shares was used). 2020 is the most recent year for which sufficient peer group data is available. CEO total direct compensation reflects compensation paid to Richard D. O'Dell during 2018 and 2019 and until his retirement as Chief Executive Officer on April 28, 2020 and thereafter compensation paid to Frederick J. Holzgrefe, III. TSR data was sourced by Mercer and compensation data is based on proxy statement disclosure for the peer group companies.
3. The shaded circles represent the TSR of the Company and other peer group companies for the period from 2018 - 2020. Certain companies within our peer group were excluded from this analysis due to lack of sufficient data.

iv SAIA, INC. 2022 Proxy Statement