Saia : Notice of 2024 Annual Meeting and Proxy Statements

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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• Definitive Proxy Statement

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Saia, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

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Notice of Annual Meeting of Stockholders

To be held April 25, 2024

March 18, 2024

To Our Stockholders:

We cordially invite you to attend the 2024 annual meeting of stockholders of Saia, Inc. The meeting will be held in a virtual format on April 25, 2024, 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/MT7RVRY, 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 ten directors for a one-year term;
2. Vote on an advisory basis to approve the compensation of Saia's Named Executive Officers;
3. Vote on an amendment and restatement of Saia's certificate of incorporation to limit the liability of certain officers and make various conforming and technical revisions;
4. Ratify the appointment of KPMG LLP as Saia's independent registered public accounting firm for fiscal year 2024; and
5. 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, 2024 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 2023 performance of Saia, Inc. (the "Company"), please review the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

2024 Annual Meeting of Stockholders

• Date and Time:

April 25, 2024, 10:30 a.m., Eastern Daylight Time

• Virtual:

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

www.meetnow.global/MT7RVRY

• Record Date:

March 4, 2024

Voting Matters and Board Recommendations

	Our Board's Recommendation
Election of Ten Directors (page 2)	FOR each Director Nominee
Advisory Vote to Approve Executive Compensation (page 60)	FOR
Amend and Restate the Company's Certificate of Incorporation to Limit the Liability of Certain Officers	FOR
and Make Various Conforming and Technical Revisions (page 61)
Ratification of Appointment of Independent Registered Public Accounting Firm (page 63)	FOR

2023 Business Highlights

In 2023, the Company continued to effectively execute its long-term strategic plan and delivered strong operating results. The following tables illustrate the three-year directional relationship between Company performance, based on three of the Company's key operating and financial metrics, and the compensation (as defined in the Summary Compensation table on page 40) of Saia's Chief Executive Officer.

Operating Income

	$600	$470
millions)	$450	$460
$335
$300
$150
(in
	$0
	2021	2022	2023

Operating Ratio

86.0%	85.4%
84.0%			84.0%
	83.1%
82.0%
80.0%
	2021	2022	2023

Diluted EPS

$20.00
$15.00		$13.40	$13.26
$10.00	$9.48
$5.00
$0.00
	2021	2022	2023

CEO Total Direct

			Compensation
	$8.0
millions)	$6.0	$4.9		$5.7
$4.5
$4.0
$2.0
(in
	$0.0
		2021	2022	2023

2024 Proxy Statement SAIA, INC. i

PROXY SUMMARY

Director Nominees (page 2)

The Board of Directors currently consists of ten directors, and the terms of these directors will expire at the upcoming annual meeting. The Board of Directors has nominated the following persons as directors for terms expiring at the 2025 annual meeting of stockholders. Each nominee is currently a director of Saia and if elected at the upcoming annual meeting, these nominees will continue as directors. Proxies cannot be voted for a greater number of persons than the ten nominees named herein

Name	Age	Director Since	Primary Occupation	Committee Memberships
Di-Ann Eisnor*	51	2017	Chief Executive Officer of	Compensation and Human Capital
			Journey Builders, Inc. d/b/a
			Crews by Core
Donna E. Epps*	59	2019	Retired Partner, Deloitte LLP	Audit,
				Nominating and Governance
John P. Gainor, Jr.*	67	2016	Retired Chief Executive	Nominating and Governance
			Officer and President of
			International Dairy Queen, Inc.
Kevin A. Henry*	56	2021	Executive Vice President and	Audit,
			Chief People Officer at	Compensation and Human Capital
			PulteGroup, Inc.
Frederick J. Holzgrefe, III	56	2019	President & Chief Executive	None
			Officer of Saia, Inc.
Donald R. James*	51	2021	Chief Executive Officer at	Audit
			Solero Technologies, LLC
Randolph W. Melville*±	65	2015	Retired Senior Vice President	Compensation and Human Capital,
			and General Manager, Western	Nominating and Governance
			Division of Frito-Lay North
			America
Richard D. O'Dell	62	2006	Chairman of the Board and	None
			Retired Chief Executive
			Officer of Saia, Inc.
Jeffrey C. Ward*	65	2006	Vice President & Partner at	Compensation and Human Capital,
			A.T. Kearney, Inc.	Nominating and Governance
Susan F. Ward*	63	2019	Retired VP and Chief	Audit
			Accounting Officer of United
			Parcel Service, Inc.

• Independent Director

• Lead Independent Director for 2023

Management Proposals (pages 60-64)

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. Vote on an Amendment and Restatement of the Company's Certificate of Incorporation to Limit the Liability of Certain Officers and Make Various Conforming and Technical Revisions.In light of recent changes to Delaware corporate law, we are asking stockholders to approve a Second Amended and Restated Certificate of Incorporation to limit the personal monetary liability of certain officers for breach of the fiduciary duty of care in limited circumstances, and to make various conforming and technical changes.
3. 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 2024.

ii SAIA, INC. 2024 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 2023, 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, five have joined the Board in the last five years.
• All Directors are Elected for One-YearTerms.The Board initiated and the stockholders approved the phased elimination of the staggered election of directors at the 2021 annual meeting of stockholders. Commencing with the 2024 annual meeting, the Company's Board is no longer staggered and all directors are elected for one-year terms.
• 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 2024 annual meeting of stockholders is an uncontested election.
• Three Standing Committees of the Board of Directors: the Audit Committee, the Compensation and Human Capital 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 Policies.The Company has a Clawback Policy applicable to certain current and former executive officers that complies with new Nasdaq listing standards and an Incentive Compensation Recovery Policy applicable to certain current and former officers, senior managers and executives granting Saia discretion to clawback incentive compensation if such individual engages in "Improper Conduct" or if the result of a performance measure upon which incentive compensation was based is subsequently restated or otherwise adjusted in a manner that would reduce the size of the award.
• Policy Against Hedging and Pledging of Saia Stock.Directors and employees subject to the Company's insider trading policy 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.

2024 Proxy Statement SAIA, INC. iii

PROXY SUMMARY

Executive Compensation Highlights (page 24)

• 2023 Say-on-PayResults.In 2023, holders of 95.8% of our stock voting on the question approved on an advisory basis the compensation paid to our Named Executive Officers as described in the 2023 proxy statement. The chart below shows the Company's "say-on-pay" results over the past five years:

Say-on-Pay Results

100.0%	97.7%	97.2%	97.7%
	94.7%	95.8%
95.0%
90.0%
85.0%
80.0%
	2019	2020	2021	2022	2023

2023 Compensation Summary

Below is a summary of compensation awarded to, earned by or paid to the Named Executive Officers for services rendered in all capacities within Saia during the fiscal year ended December 31, 2023.

				Non-Equity
			Stock	Incentive Plan	All Other
	Salary	Bonus	Awards	Compensation	Compensation	Total
Name & Principal Position	($)	($)	($)	($)	($)	($)
Frederick J. Holzgrefe, III	910,000	-	3,382,889	1,277,276	160,694	5,730,859
President & Chief Executive Officer (PEO)
Douglas L. Col	523,120	-	1,070,024	533,981	82,661	2,209,786
Executive Vice President & Chief Financial Officer (PFO)
Raymond R. Ramu	570,960	-	1,414,938	582,877	88,188	2,656,962
Executive Vice President & Chief Customer Officer
Patrick D. Sugar	491,573	-	1,218,358	501,826	68,854	2,280,612
Executive Vice President of Operations
Rohit Lal	394,160	-	366,516	251,500	72,539	1,084,714
Executive Vice President & Chief Information Officer

See also the narrative and footnotes accompanying the Summary Compensation Table on page 40.

Important Dates for 2025 Annual Meeting of Stockholders (page 72)

Any stockholder who intends to present a proposal (other than nomination of directors) at the annual meeting in 2025 must deliver such proposal to Saia's Corporate Secretary at 11465 Johns Creek Parkway, Suite 400, Johns Creek, Georgia 30097:

• Not later than November 17, 2024, if the proposal is submitted for inclusion in our proxy materials for that meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934.
• On or after December 26, 2024, and on or before January 25, 2025, if the proposal is submitted pursuant to Saia's Bylaws, in which case we are not required to include the proposal in our proxy materials.

iv SAIA, INC. 2024 Proxy Statement

PROXY SUMMARY

Cautionary Note Regarding Forward-Looking Statements

This proxy statement includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current facts, made in this proxy statement are forward-looking. Words such as "anticipate," "estimate," "expect," "project," "intend," "may," "plan," "predict," "believe," "should" and similar words or expressions are intended to identify forward-looking statements. Investors should not place undue reliance on forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements, except as required by law. All forward- looking statements reflect the present expectation of future events of our management as of the date of this proxy statement and are subject to a number of important factors, risks, uncertainties and assumptions that could cause actual results to differ materially from those described in any forward-looking statements. Factors, risks, uncertainties and assumptions that could cause our actual results to differ significantly from management's expectations are described in our 2023 Annual Report on Form 10-K. Website references throughout this proxy statement are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.

2024 Proxy Statement SAIA, INC. v

SAIA, INC.

11465 Johns Creek Parkway, Suite 400

Johns Creek, Georgia 30097

2024 PROXY STATEMENT

The Board of Directors (the "Board") of Saia, Inc. ("Saia" or the "Company") is furnishing you this proxy statement in connection with the solicitation of proxies on its behalf for the 2024 annual meeting of stockholders. The meeting will be held in a virtual format on April 25, 2024, at 10:30 a.m., Eastern Daylight Time. Stockholders will not be able to attend the annual meeting physically. To be admitted to the virtual annual meeting at www.meetnow.global/MT7RVRY, you must enter the control number found on your proxy card, voter instruction form or the notice you previously received. At the meeting, stockholders will vote on (a) the election of ten directors, (b) an advisory basis to approve the compensation of Saia's Named Executive Officers, (c) an amendment and restatement of Saia's certificate of incorporation to limit the liability of certain officers and make various conforming and technical revisions, (d) the ratification of the appointment of KPMG LLP as Saia's independent registered public accounting firm for fiscal year 2024, and (e) the transaction of any other business that may properly come before the meeting, and any postponement or adjournment of the meeting, although we know of no other business to be presented.

By submitting your proxy (either by signing and returning the enclosed proxy card or by voting electronically on the internet or by telephone), you authorize Frederick J. Holzgrefe, III and Richard D. O'Dell and each of them to represent you and vote your shares at the meeting in accordance with your instructions. They also may vote your shares to adjourn the meeting and will be authorized to vote your shares at any postponements or adjournments of the meeting.

Saia's Annual Report to Stockholders for the fiscal year ended December 31, 2023, which includes Saia's audited annual consolidated financial statements, accompanies this proxy statement. Although the Annual Report is being distributed with this proxy statement, it does not constitute a part of the proxy solicitation materials and is not incorporated by reference into this proxy statement.

We are first sending this proxy statement, form of proxy and accompanying materials to stockholders on or about March 18, 2024.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE

PROMPTLY SUBMIT YOUR PROXY EITHER IN THE ENCLOSED ENVELOPE, VIA THE INTERNET OR BY

TELEPHONE.

2024 Proxy Statement SAIA, INC. 1

Proposal 1 - Election of Directors

Stockholders approved the phased elimination of the staggered election of directors at the Company's 2021 annual meeting of stockholders. Commencing with the 2024 annual meeting, the Company's Board is no longer staggered and all directors are elected for a one-year term. The Board of Directors currently consists of ten directors.

The Board of Directors has nominated Di-Ann Eisnor, Donna E. Epps, John P. Gainor, Jr., Kevin A. Henry, Frederick J. Holzgrefe, III, Donald R. James, Randolph W. Melville, Richard D. O'Dell, Jeffrey C. Ward and Susan F. Ward for election as directors for terms expiring at the 2025 annual meeting of stockholders. Each nominee currently serves as a director.

Each nominee has consented to being named in this proxy statement and has agreed to serve if elected. If a nominee is unable to stand for election, the Board of Directors may either reduce the number of directors to be elected or select a substitute nominee. If a substitute nominee is selected, the proxy holders will vote your shares for the substitute nominee, unless you vote "against" or "abstain". Proxies cannot be voted for a greater number of persons than the ten nominees named herein.

In addition to the information presented below regarding the specific experience, qualifications, attributes and skills of each nominee that led the Board of Directors to the conclusion that such person should serve as a director, the Board also believes that all of the nominees have a reputation for high personal and professional ethics, integrity, values and character. Each nominee brings a strong and unique background and set of skills to the Board of Directors, giving the Board as a whole competence and experience in a wide variety of areas, including corporate governance and board service, executive and operations management, strategic planning, sales and marketing, the less-than-truckload ("LTL") and transportation industry, accounting and finance, and risk assessment. They have demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to the Company and the Board. Each nominee is committed to achieving, monitoring and improving on the Company's business strategy.

Your Board of Directors unanimously recommends that you vote "FOR" the election of each of the ten nominees.

2 SAIA, INC. 2024 Proxy Statement

PROPOSAL 1 - ELECTION OF DIRECTORS

Board Nomination Process

• Number of New Directors in Last Five Years: 5 Directors
• Average Tenure of Directors: 8 Years
• Average Age of Directors: 60 Years
• Percentage of Woman Directors: 30%
• Percentage of Ethnically Diverse Directors: 40%
• Percentage of Independent Directors: 80%

The Nominating and Governance Committee is responsible for recommending director candidates to the Board of Directors. The Nominating and Governance Committee will apply the criteria set forth in the Corporate Governance Guidelines when considering whether to recommend any candidate as a director nominee, including candidates recommended by stockholders. The Nominating and Governance Committee seeks nominees with a broad range of experience, professions, skills, geographic representation and backgrounds. The Nominating and Governance Committee believes that the backgrounds and qualifications of the directors, considered as a group, should provide a significant composite mix of experience, knowledge and abilities that will allow the Board to fulfill its responsibilities.

The Corporate Governance Guidelines include director qualification standards that provide as follows:

• A majority of the members of the Board of Directors must qualify as independent directors in accordance with the rules of The Nasdaq Global Select Market;
• No member of the Board of Directors should serve on the Board of Directors of more than three other public companies;
• No person may stand for election as a director of the Company after reaching age 72; and
• No director shall serve as a director, officer or employee of a competitor of the Company.

While the selection of qualified directors is a complex, subjective process that requires consideration of many intangible factors, the Corporate Governance Guidelines provide that directors and candidates for director generally should, at a minimum, meet the following criteria:

• Directors and candidates should have high personal and professional ethics, integrity, values and character and be committed to representing the best interests of the Company and its stockholders;
• Directors and candidates should have experience and a successful track record at senior policy-making levels in business, government, technology, accounting, law and/or administration;
• Directors and candidates should have sufficient time to devote to the affairs of the Company and to enhance their knowledge of the Company's business, operations and industry; and
• Directors and candidates should have expertise or a breadth of knowledge about issues affecting the Company that is useful to the Company and complementary to the background and experience of other Board members.

If a vacancy arises or the Board decides to expand its membership, the Nominating and Governance Committee may seek recommendations of potential candidates from a variety of sources (including incumbent directors, stockholders, the Company's management and professional recruitment firms). The Nominating and Governance Committee evaluates each potential candidate's educational background, employment history, outside commitments and other relevant factors to determine whether he or she is potentially qualified to serve on the Board. The Nominating and Governance Committee seeks to identify and recruit the best available candidates. The Committee evaluates qualified candidates recommended by stockholders on the same basis as those submitted by other sources. Stockholders who wish to recommend a candidate for director or nominate a candidate for election at an annual meeting should follow the procedures described on page 71.

2024 Proxy Statement SAIA, INC. 3