Saia : Notice of 2025 Annual Meeting and Proxy Statements

Notice of Annual Meeting of Stockholders

To be held April 24, 2025

March 17, 2025

To Our Stockholders:

We cordially invite you to attend the 2025 annual meeting of stockholders of Saia, Inc. The meeting will be held in a virtual format on April 24, 2025, 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 https://meetnow.global/M9QKMU9, 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 to expire at the 2026 Annual Meeting of Stockholders or until their successors are duly elected and qualified;
2. Vote on an advisory basis to approve the compensation of Saia's Named Executive Officers;
3. Ratify the appointment of KPMG LLP as Saia's independent registered public accounting firm for fiscal year 2025; and
4. 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 3, 2025 may vote at the meeting or any postponements or adjournments of the meeting.

By order of the Board of Directors,

Matthew J. Batteh

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 2024 performance of Saia, Inc. (the "Company"), please review the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

2025 Annual Meeting of Stockholders

• Date and Time:

April 24, 2025, 10:30 a.m., Eastern Daylight Time

• Virtual:

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

https://meetnow.global/M9QKMU9

• Record Date:

March 3, 2025

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 59)	FOR
Ratification of Appointment of Independent Registered Public Accounting Firm (page 60)	FOR

2024 Business Highlights

In 2024, 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 39) of Saia's Chief Executive Officer.

2025 Proxy Statement SAIA, INC. i

PROXY SUMMARY

Director Nominees (page 2)

The Board of Directors 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 2026 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*	52	2017	Chief Strategy Officer of WakeCap	Audit,
			Technologies	Compensation and Human Capital
Donna E. Epps*	60	2019	Retired Partner, Deloitte LLP	Audit,
				Nominating and Governance
John P. Gainor, Jr.*	68	2016	Retired Chief Executive Officer and	Compensation and Human Capital,
			President of International Dairy Queen,	Nominating and Governance
			Inc.
Kevin A. Henry*	57	2021	Executive Vice President and Chief	Audit,
			People Officer at PulteGroup, Inc.	Compensation and Human Capital
Frederick J. Holzgrefe, III	57	2019	President & Chief Executive Officer of	-
			Saia, Inc.
Donald R. James*	52	2021	Chief Executive Officer at Solero	Audit,
			Technologies, LLC	Nominating and Governance
Randolph W. Melville*±	66	2015	Retired Senior Vice President and General	Compensation and Human Capital,
			Manager, Western Division of Frito-Lay	Nominating and Governance
			North America
Richard D. O'Dell	63	2006	Chief Executive Officer of Proficient	-
			Auto Logistics, Inc. and Chairman of the
			Board of Saia, Inc.
Jeffrey C. Ward*	66	2006	Vice President and Partner at Kearney,	Compensation and Human Capital,
			Inc.	Nominating and Governance
Susan F. Ward*	64	2019	Retired VP and Chief Accounting Officer	Audit
			of United Parcel Service, Inc.

• Independent Director

• Lead Independent Director for 2024

Management Proposals (pages 59-61)

1. 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. 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 2025.
2. SAIA, INC. 2025 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 2024, the Lead Independent Director was Randolph W. Melville.
• Board Oversight of Risk Management.The Board executes its oversight responsibility through active review 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 2025 annual meeting of stockholders is an uncontested election.
• Board Refreshment.Of the ten members of Saia's Board, five have joined the Board in the last six years.
• 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 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.

2025 Proxy Statement SAIA, INC.

iii

PROXY SUMMARY

Executive Compensation Highlights (page 23)

• 2024 Say-on-PayResults.In 2024, holders of 96.6% of our stock voting on the question approved on an advisory basis the compensation paid to our Named Executive Officers as described in the 2024 proxy statement. The chart below shows the Company's "say-on-pay" results over the past five years:

2024 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, 2024.

			Stock	Non-Equity	All Other
	Salary	Bonus	Incentive Plan	Total
Name & Principal Position	Awards	Compensation	Compensation
($)	($)	($)	($)	($)	($)
Frederick J. Holzgrefe, III	946,000	-	4,176,652	-	140,412	5,263,064
President & Chief Executive Officer (PEO)
Matthew J. Batteh	399,217	-	864,408	-	49,220	1,312,845
Executive Vice President & Chief Financial Officer (PFO)
Douglas L. Col	544,024	-	1,131,539	-	76,825	1,752,388
Executive Vice President & Chief Financial Officer, Retired
Raymond R. Ramu	593,840	-	1,497,114	-	80,948	2,171,902
Executive Vice President & Chief Customer Officer
Patrick D. Sugar	511,680	-	1,290,893	-	71,698	1,874,271
Executive Vice President of Operations
Anthony R. Norwood	395,200	-	423,155	-	57,559	875,914
Executive Vice President & Chief Human Resources Officer

See also the narrative and footnotes accompanying the Summary Compensation Table on page 39.

Important Dates for 2026 Annual Meeting of Stockholders (page 69)

Any stockholder who intends to present a proposal (other than nomination of directors) at the annual meeting in 2026 must deliver such proposal to Saia's Corporate Secretary at 11465 Johns Creek Parkway, Suite 400, Johns Creek, Georgia 30097:

1. • Not later than November 16, 2025, 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 25, 2025, and on or before January 24, 2026, 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.
2. SAIA, INC. 2025 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," "potential" 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 2024 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.

2025 Proxy Statement SAIA, INC. v

SAIA, INC.

11465 Johns Creek Parkway, Suite 400

Johns Creek, Georgia 30097

2025 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 2025 annual meeting of stockholders. The meeting will be held in a virtual format on April 24, 2025, 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 https://meetnow.global/M9QKMU9, 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 for a one year term to expire at the 2026 Annual Meeting of Stockholders or until their successors are duly elected and qualified, (b) an advisory basis to approve the compensation of Saia's Named Executive Officers, (c) the ratification of the appointment of KPMG LLP as Saia's independent registered public accounting firm for fiscal year 2025, and (d) 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, 2024, 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 17, 2025.

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.

2025 Proxy Statement SAIA, INC. 1

Proposal 1 - Election of Directors

All directors of the Company 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 2026 annual meeting of stockholders or until their successors are duly elected and qualified. 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. 2025 Proxy Statement

PROPOSAL 1 - ELECTION OF DIRECTORS

Board Nomination Process

• Number of New Directors in Last Six Years: 5 Directors
• Average Tenure of Directors: 9 Years
• Average Age of Directors: 61 Years
• 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 68.

The Board is committed to having individuals from different backgrounds with varying perspectives, professional experience, education and skills serving as members of the Board and believes a variety of perspectives and experiences is an important feature of a well-functioning board. The Board believes the composition of the Board reflects this commitment.

2025 Proxy Statement SAIA, INC. 3

PROPOSAL 1 - ELECTION OF DIRECTORS

Director Skills

Skills	Number of
Directors
Previous or Current Senior Executive	8
Trucking or Logistics Experience	7
Strategic Planning	9
Operations Experience	8
Financial or Accounting	5
Enterprise Risk Management	7
Information Technology or Cybersecurity	3
Human Capital Management	4
Health & Safety	3
Sales & Marketing	3
Environmental	3
Innovation, Engineering & Disruptive Technologies	4
Equipment Operations	3
Investor Relations & Communications	5
Commercial Real Estate	2

Board Refreshment

In the past six years, the Company has refreshed its Board by adding five new directors, four of whom are independent. The Company believes that it benefits from having longer tenured directors, including our Chairman, on the Board who are familiar with the Company's business. We believe the average tenure of our directors of nine years reflects the balance the Board seeks between different perspectives brought by longer-serving directors and new directors.

• SAIA, INC. 2025 Proxy Statement