DEF 14A 1 c50007def14a.htm DEF 14A def14a
Table of Contents

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant     þ
Filed by a Party other than the Registrant     o
Check the appropriate box:
o     Preliminary Proxy Statement
o     Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ     Definitive Proxy Statement
o     Definitive Additional Materials
o     Soliciting Material Pursuant to § 240.14a-12
Saia, Inc.
 
(Name of Registrant as Specified In Its Charter)
 

(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ   No fee required.
o   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
  1)   Title of each class of securities to which transaction applies:
   
 
  2)   Aggregate number of securities to which transaction applies:
   
 
  3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
   
 
  4)   Proposed maximum aggregate value of transaction:
   
 
  5)   Total fee paid:
   
 
o   Fee paid previously with preliminary materials.
o   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
  1)   Amount Previously Paid:
   
 
  2)   Form, Schedule or Registration Statement No.:
   
 
  3)   Filing Party:
   
 
  4)   Date Filed:


TABLE OF CONTENTS

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
2009 PROXY STATEMENT
INFORMATION ABOUT THE ANNUAL MEETING
PROPOSAL 1 ELECTION OF DIRECTORS
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE THREE NOMINEES.
NOMINEES FOR ELECTION AS CLASS I DIRECTORS FOR A THREE-YEAR TERM EXPIRING AT THE 2012 ANNUAL MEETING
CLASS II DIRECTORS CONTINUING IN OFFICE WHOSE TERMS EXPIRE AT THE 2010 ANNUAL MEETING
CORPORATE GOVERNANCE THE BOARD, BOARD MEETINGS AND COMMITTEES
ELECTION OF DIRECTORS
CONSIDERATION OF DIRECTOR NOMINEES
SHAREHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS
STOCK OWNERSHIP
SAIA, INC. COMPENSATION DISCUSSION AND ANALYSIS
REPORT OF THE COMPENSATION COMMITTEE OF SAIA, INC.
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
PROPOSAL 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2009.
SIGNIFICANT SHAREHOLDERS
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
RELATED PARTY TRANSACTIONS
OTHER MATTERS
ADDITIONAL INFORMATION


Table of Contents

 
(SAIA LOGO)
 
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 23, 2009
 
 
 
 
 
To Our Shareholders:
 
We cordially invite you to attend the 2009 annual meeting of shareholders of Saia, Inc. The meeting will take place at EBC Office and Conference Center, 11330 Lakefield Dr., Bldg. 2, Johns Creek, Georgia 30097 on April 23, 2009, at 10:30 a.m. local time. We look forward to your attendance, either in person or by proxy.
 
The purpose of the meeting is to:
 
1. Elect three directors, each for a term of three years;
 
2. Ratify the appointment of KPMG LLP as Saia’s independent registered public accounting firm for fiscal year 2009; and
 
3. Transact any other business that may properly come before the meeting and any postponement or adjournment of the meeting.
 
Only shareholders of record at the close of business on March 9, 2009 may vote at the meeting or any postponements or adjournments of the meeting.
 
By order of the Board of Directors,
-s- James A. Darby
 
James A. Darby
Secretary
 
March 19, 2009
 
Please complete, date, sign and return the accompanying proxy card or vote by telephone. 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 and follow the steps outlined on the secure website.
 
If you are a registered shareholder, 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.


Table of Contents

Saia, Inc.
11465 Johns Creek Parkway
Johns Creek, Georgia 30097
 
2009 PROXY STATEMENT
 
The Board of Directors of Saia, Inc. (“Saia”), is furnishing you this proxy statement in connection with the solicitation of proxies on its behalf for the 2009 annual meeting of shareholders. The meeting will take place at EBC Office and Conference Center, 11330 Lakefield Dr., Bldg. 2, Johns Creek, Georgia 30097 on April 23, 2009, at 10:30 a.m. local time. At the meeting, shareholders will vote on the election of three directors, the ratification of the appointment of KPMG LLP as Saia’s independent registered public accounting firm for fiscal year 2009, and will transact any other business that may properly come before 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 Richard D. O’Dell, Saia’s President and Chief Executive Officer, James A. Darby, Saia’s Vice President — Finance, Chief Financial Officer and Secretary, and John J. Holland, a director of Saia, 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 Shareholders for the fiscal year ended December 31, 2008, 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 shareholders on or about March 19, 2009.
 
 
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.
 
INFORMATION ABOUT THE ANNUAL MEETING
 
What is the purpose of the annual meeting?
 
At the annual meeting, the shareholders will be asked to:
 
1. Elect three directors, each for a term of three years; and
 
2. Ratify the appointment of KPMG LLP as Saia’s independent registered public accounting firm for fiscal year 2009.
 
Shareholders also will transact any other business that may properly come before the meeting. Members of Saia’s management team and a representative of KPMG LLP, Saia’s independent registered public accounting firm, will be present at the meeting to respond to appropriate questions from shareholders.
 
Who is entitled to vote?
 
The record date for the meeting is March 9, 2009. Only shareholders of record at the close of business on that date are entitled to vote at the meeting. The only class of stock entitled to be voted at the meeting is Saia’s common stock. Each outstanding share of common stock is entitled to one vote for all matters before the meeting. At the close of business on the record date there were 13,510,709 shares of Saia common stock outstanding.


Table of Contents

Am I entitled to vote if my shares are held in “street name”?
 
If your shares are held by a bank or brokerage firm, you are considered the “beneficial owner” of shares held in “street name.” If your shares are held in street name, these proxy materials are being forwarded to you by your bank or brokerage firm (the “record holder”), along with a voting instruction card. As the beneficial owner, you have the right to direct your record holder how to vote your shares and the record holder is required to vote your shares in accordance with your instructions. If you hold shares beneficially in street name and do not provide your broker with voting instructions, your shares may constitute “broker non- votes.” Generally, broker non-votes occur on a matter when a broker is not permitted to vote on that matter without instructions from the beneficial owner and instructions are not given.
 
As the beneficial owner of shares, you are invited to attend the annual meeting. If you are a beneficial owner, however, you may not vote your shares in person at the meeting unless you obtain a proxy form from the record holder of your shares.
 
How many shares must be present to hold the meeting?
 
A quorum must be present at the meeting for any business to be conducted. The presence at the meeting, in person or by proxy, of the holders of a majority of the shares of common stock outstanding on the record date will constitute a quorum. Proxies received but marked as abstentions or treated as broker non-votes will be included in the calculation of the number of shares considered to be present at the meeting.
 
What if a quorum is not present at the meeting?
 
If a quorum is not present at the scheduled time of the meeting, the shareholders who are represented may adjourn the meeting until a quorum is present. The time and place of the adjourned meeting will be announced at the time the adjournment is taken, and no other notice will be given.
 
How do I vote?
 
1. You May Vote by Mail.  If you properly complete and sign the accompanying proxy card and return it in the enclosed envelope, it will be voted in accordance with your instructions. The enclosed envelope requires no additional postage if mailed in either the United States or Canada.
 
2. You May Vote by Telephone or the Internet.  If you are a registered shareholder (that is, if you hold your stock directly and not in street name), you may vote by telephone or on the Internet by following the instructions included on the proxy card. If you vote by telephone or on the Internet, you do not have to mail in your proxy card. Internet and telephone voting are available 24 hours a day. Votes submitted through the Internet or by telephone must be received by 11:59 p.m. Eastern time on April 22, 2009.
 
If your shares are held in street name, you still may be able to vote your shares electronically by telephone or on the Internet. Broadridge Financial Solutions offers telephone and Internet voting options. If your shares are held in an account at a bank or brokerage firm that participates in the Broadridge program, you may vote those shares electronically by telephone or on the Internet by following the instructions set forth on the voting form provided to you.
 
  NOTE:  If you are a registered shareholder, 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.
 
3. You May Vote in Person at the Meeting.  If you are a registered shareholder and attend the meeting, you may deliver your completed proxy card in person. Additionally, we will pass out written ballots to registered shareholders who wish to vote in person at the meeting. Beneficial owners of shares held in street name who wish to vote at the meeting will need to obtain a proxy form from their record holder.


2


Table of Contents

Can I change my vote after I submit my proxy?
 
Yes, you may revoke your proxy and change your vote:
 
  •  by signing another proxy with a later date;
 
  •  by voting by telephone or on the Internet (your latest telephone or Internet vote is counted); or
 
  •  if you are a registered shareholder, by giving written notice of such revocation to the Secretary of Saia prior to or at the meeting or by voting in person at the meeting.
 
Your attendance at the meeting itself will not revoke your proxy unless you give written notice of revocation to the Secretary before your proxy is voted or you vote in person at the meeting.
 
Who will count the votes?
 
Saia’s transfer agent, Computershare Trust Company, N.A., will tabulate and certify the votes. A representative of the transfer agent will serve as an inspector of election.
 
How does the Board of Directors recommend I vote on the proposals?
 
Your Board recommends that you vote:
 
  •  FOR the election of the three nominees to the Board of Directors; and
 
  •  FOR the ratification of KPMG LLP as Saia’s independent registered public accounting firm.
 
What if I do not specify how my shares are to be voted?
 
If you submit a proxy but do not indicate any voting instructions, your shares will be voted:
 
  •  FOR the election of the three nominees to the Board of Directors; and
 
  •  FOR the ratification of KPMG LLP as Saia’s independent registered public accounting firm.
 
Will any other business be conducted at the meeting?
 
We know of no other business that will be presented at the meeting. If any other matter properly comes before the shareholders for a vote at the meeting the proxy holders will vote your shares in accordance with their best judgment.
 
How many votes are required to elect the director nominees?
 
Because this is considered an uncontested election under the Company’s Bylaws, a nominee for Director is elected to the Board if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election. Abstentions will not affect the election of Directors. In tabulating the voting results for the election of directors, only “FOR” and “AGAINST” votes are counted. If an incumbent Director fails to receive a majority of the vote for re-election, the Nominating and Governance Committee of the Board will act on an expedited basis to determine whether to accept the Director’s previously tendered irrevocable resignation and will submit such recommendation for prompt consideration by the Board. In considering whether to accept or reject the tendered resignation, the Nominating and Governance Committee and the Board will consider any factors they deem relevant in deciding whether to accept a Director’s resignation. Any Director who tenders his or her resignation pursuant to this provision of the Corporate Governance Guidelines will not participate in the Nominating and Governance Committee recommendation or Board consideration regarding whether or not to accept the tendered resignation.
 
What happens if a nominee is unable to stand for election?
 
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 have withheld authority.


3


Table of Contents

How many votes are required to ratify the appointment of Saia’s independent registered public accounting firm?
 
The ratification of the appointment of KPMG LLP as Saia’s independent registered public accounting firm requires the affirmative vote of a majority of the shares present at the meeting in person or by proxy and entitled to vote.
 
How will abstentions be treated?
 
Abstentions will be treated as shares present for quorum purposes and entitled to vote, so they will have the same practical effect as votes against a proposal, except that in the case of the election of directors, they will have no effect.
 
How will broker non-votes be treated?
 
Broker non-votes will be treated as shares present for quorum purposes, but not entitled to vote, so they will not affect the outcome of any proposal.
 
PROPOSAL 1
 
ELECTION OF DIRECTORS
 
Current Nominees
 
The Board of Directors currently consists of nine directors divided into three classes (Class I, Class II and Class III). Directors in each class are elected to serve for three-year terms that expire in successive years. The terms of the Class I directors will expire at the upcoming annual meeting. The Board of Directors has nominated Herbert A. Trucksess, III, James A. Olson and Jeffrey C. Ward for election as Class I directors for three-year terms expiring at the annual meeting of shareholders to be held in 2012 and until their successors are elected and qualified. Messrs. Trucksess, Olson and Ward currently serve as Class I directors.
 
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 have withheld authority.
 
Because this is considered an uncontested election under the Company’s Bylaws, a nominee for Director is elected to the Board if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election. Abstentions will not affect the election of Directors. In tabulating the voting results for the election of directors, only “FOR” and “AGAINST” votes are counted. If an incumbent Director fails to receive a majority of the vote for re-election, the Nominating and Governance Committee of the Board will act on an expedited basis to determine whether to accept the Director’s previously tendered irrevocable resignation, and will submit such recommendation for prompt consideration by the Board. In considering whether to accept or reject the tendered resignation, the Nominating and Governance Committee and the Board will consider any factors they deem relevant in deciding whether to accept a Director’s resignation. Any Director who tenders his or her resignation pursuant to this provision of the Corporate Governance Guidelines will not participate in the Nominating and Governance Committee recommendation or Board consideration regarding whether or not to accept the tendered resignation.
 
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE THREE NOMINEES.


4


Table of Contents

The following table sets forth, with respect to each nominee, the nominee’s name, age, principal occupation and employment during the past five years, the year in which the nominee first became a director of Saia and directorships held in other public companies.
 
NOMINEES FOR ELECTION AS
CLASS I DIRECTORS FOR A THREE-YEAR
TERM EXPIRING AT THE 2012 ANNUAL MEETING
 
             
Director, Year First Elected as Director
 
Age
 
Principal Occupation, Business and Directorships
 
Herbert A. Trucksess, III, 2000
    59     Mr. Trucksess is Chairman of the Board of Directors of Saia. He was named President and Chief Executive Officer of the Yellow Regional Transportation Group (now Saia, Inc.) in February 2000 and served as Chief Executive Officer until December 2006. Mr. Trucksess is a director of School Specialty, Inc., a publicly-traded provider of educational products and services.
           
James A. Olson, 2002
    66     Mr. Olson is a member of Plaza Belmont LLC, a private equity fund and served as Chief Financial Officer of Plaza Belmont LLC from 1999 to 2006. He retired in March 1999 from Ernst & Young LLP after 32 years. Mr. Olson is a member of the Board of Trustees of Entertainment Properties Trust, a publicly-traded real estate investment trust, and a director of American Century Mutual Funds.
           
Jeffrey C. Ward, 2006
    50     Mr. Ward is a Vice President at A.T. Kearney, Inc., a global management consulting firm, where he is responsible for consulting assignments with a focus on the North American freight market. Mr. Ward joined A.T. Kearney, Inc. in 1991.
 
Continuing Directors
 
The terms of Saia’s three Class II directors expire at the annual meeting of shareholders to be held in 2010. The terms of Saia’s three Class III directors expire at the annual meeting of shareholders to be held in 2011. The following tables set forth, with respect to each Class II and Class III director, the director’s name, age, principal occupation and employment during the past five years, the year in which the director first became a director of Saia and directorships held in other public companies.
 
CLASS II DIRECTORS CONTINUING IN OFFICE
WHOSE TERMS EXPIRE AT THE 2010 ANNUAL MEETING
 
             
Director, Year First Elected as Director
 
Age
 
Principal Occupation, Business and Directorships
 
John J. Holland, 2002
    59     Mr. Holland has served as President, Chief Operating Officer and Chief Financial Officer of MMFX Technologies Corporation, a privately held steel manufacturing firm since October 2008. Previously, Mr. Holland served as Executive Vice President and Chief Financial Officer of Alternative Energy Sources, Inc., a publicly-traded ethanol company, since August 2006. Prior to that, Mr. Holland was the President and Chief Executive Officer and a director of Butler Manufacturing Company, a publicly-traded manufacturer of prefabricated buildings, from July 1999 and Chairman of the Board of Directors of Butler from November 2001 to October 2004. Mr. Holland is a member of the Board of Directors of Cooper Tire and Rubber Company.


5


Table of Contents

             
Director, Year First Elected as Director
 
Age
 
Principal Occupation, Business and Directorships
 
Richard D. O’Dell, 2006
    47     Mr. O’Dell has been President and Chief Executive Officer of Saia, Inc. since December 2006 and has served as President of Saia since July 2006. In 1997, Mr. O’Dell joined Saia Motor Freight Line as Chief Financial Officer. He continued in that position until his appointment as President and CEO in 1999 of Saia Motor Freight Line.
           
Douglas W. Rockel, 2002
    52     Mr. Rockel has been President, Chief Executive Officer and Chairman of the Board of Directors of Roots, Inc., a private commercial real estate development and investment company, since August 2001. Prior to that he was a Senior Vice President with ABN Amro Securities (formerly ING Barings) from February 1997 to July 2001.
 
CLASS III DIRECTORS CONTINUING IN OFFICE
WHOSE TERMS EXPIRE AT THE 2011 ANNUAL MEETING
 
             
Director, Year First Elected as Director
 
Age
 
Principal Occupation, Business and Directorships
 
Linda J. French, 2004
    61     Ms. French is retired from her position as assistant professor of business administration at William Jewell College in Liberty, Missouri, where she served from 1997 to August 2001. Prior to joining the William Jewell faculty, Ms. French was a partner at the law firm of Blackwell Sanders Peper Martin and an executive officer of Payless Cashways, Inc.
           
William F. Martin, Jr., 2004
    61     Mr. Martin retired from Yellow Corporation, the former parent company of Saia, Inc., now known as YRC Worldwide Inc., in 2002, after 25 years of service. He had been senior vice president of legal, general counsel and corporate secretary.
           
Björn E. Olsson, 2005
    63     Mr. Olsson served on the Resident Management Team at George K. Baum & Company, an investment bank, from September 2001 to September 2004. Prior to that time Mr. Olsson was President and Chief Executive Officer/Chief Operating Officer of Harmon Industries, Inc., a publicly-traded supplier of signal and train control systems to the transportation industry, from August 1990 to November 2000.
 
CORPORATE GOVERNANCE
 
THE BOARD, BOARD MEETINGS AND COMMITTEES
 
The system of governance practices followed by the Company is memorialized in the charters of the three standing committees of the Board of Directors (the Audit Committee, the Compensation Committee and the Nominating and Governance Committee) and in the Company’s Corporate Governance Guidelines. The charters and Corporate Governance Guidelines are intended to provide the Board with the necessary authority and practices to review and evaluate the Company’s business and to make decisions independent of the influence of the Company’s management. The Corporate Governance Guidelines establish guidelines for the Board with respect to Board meetings, Board composition, selection and election, director responsibility, director access to management and independent advisors, and non-employee director compensation.

6


Table of Contents

The Corporate Governance Guidelines and committee charters are reviewed periodically and updated as necessary to reflect evolving governance practices and changes in regulatory requirements. The Corporate Governance Guidelines are reviewed annually and were most recently modified by the Board effective December 11, 2008. The Corporate Governance Guidelines and each of the Board’s committee charters are available free of charge on the Company’s website (www.saia.com).
 
The Company has adopted a Code of Ethics and Business Conduct applicable to all officers and employees, including its principal executive officer, principal financial officer and controller. The Code of Ethic and Business Conduct is filed as Exhibit 14 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 filed with the Securities and Exchange Commission.
 
Non-Employee Chairman of the Board
 
The Board of Directors has designated a non-employee director, Mr. Herbert A. Trucksess, III, as the Chairman of the Board. Mr. Trucksess formerly served as the Company’s Chief Executive Officer.
 
Lead Independent Director
 
The Board of Directors includes a Lead Independent Director.
 
The Lead Independent Director is elected annually by the independent directors. For 2008, the Lead Independent Director was Björn E. Olsson. The primary responsibilities of the Lead Independent Director are to:
 
  •  set jointly with the Chairman of the Board the schedule for Board meetings and provide input to the Chairman concerning the agenda for Board meetings;
 
  •  advise the Chairman as to the quality, quantity and timeliness of the flow of information to the non-employee directors;
 
  •  chair all meetings of the Board at which the Chairman is not present;
 
  •  coordinate, develop the agenda for, chair and moderate meetings of independent directors, and generally act as principal liaison between the independent directors and the Chairman;
 
  •  provide input to the Board concerning the Chief Executive Officer’s performance; and
 
  •  provide input to the Nominating and Governance Committee regarding the appointment of chairs and members of the various committees.
 
In addition, the Lead Independent Director has the authority to call meetings of independent directors. If requested by major shareholders, the Lead Independent Director shall make himself reasonably available for direct communication.
 
Meetings
 
The Board of Directors held five meetings in 2008. Each director attended at least 75% of the meetings convened by the Board and the applicable committees during such director’s service on the Board.
 
Executive sessions of non-employee directors and separate executive sessions of independent directors are held as part of each regularly scheduled meeting of the Board. The sessions are chaired by the Lead Independent Director.


7


Table of Contents

Committees
 
The Board of Directors has an Audit Committee, a Compensation Committee and a Nominating and Governance Committee. Current Committee memberships are as follows:
 
         
Audit Committee
  Compensation Committee   Nominating and Governance Committee
 
James A. Olson, Chair
  Linda J. French, Chair   John J. Holland, Chair
John J. Holland
  William F. Martin, Jr.   Linda J. French
Douglas W. Rockel
  Björn E. Olsson   William F. Martin, Jr.
    Douglas W. Rockel   Björn E. Olsson
 
Audit Committee
 
The Audit Committee has been established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The Audit Committee held eight meetings in 2008. The functions of the Audit Committee are described in the Audit Committee charter and include the following:
 
  •  review the adequacy and quality of Saia’s accounting and internal control systems;
 
  •  review Saia’s financial reporting process on behalf of the Board of Directors;
 
  •  oversee the entire audit function, both internal and independent, including the selection of the independent registered public accounting firm; and
 
  •  provide an effective communication link between the auditors (internal and independent) and the Board of Directors.
 
Each member of the Audit Committee meets the independence and experience requirements for audit committee members as established by The Nasdaq Global Select Market. The Board of Directors has determined that Mr. Olson, Mr. Holland and Mr. Rockel are “audit committee financial experts,” as defined by applicable rules of the Securities and Exchange Commission.
 
Compensation Committee
 
The Compensation Committee held five meetings in 2008. The functions of the Compensation Committee are described in the Compensation Committee charter and include the following:
 
  •  determine the salaries, bonuses and other remuneration and terms and conditions of employment of the named executive officers of Saia;
 
  •  supervise the administration of Saia’s incentive compensation and equity-based compensation plans; and
 
  •  make recommendations to the Board of Directors with respect to Saia’s executive officer compensation policies and the compensation of non-employee directors.
 
Each member of the Compensation Committee meets the definition of an independent director as established by The Nasdaq Global Select Market.
 
Nominating and Governance Committee
 
The Nominating and Governance Committee held two meetings in 2008. The functions of the Nominating and Governance Committee are described in the Nominating and Governance Committee charter and include the following:
 
  •  review the size and composition of the Board and make recommendations to the Board as appropriate;
 
  •  review criteria for election to the Board and recommend candidates for Board membership;
 
  •  review the structure and composition of Board committees and make recommendations to the Board as appropriate;


8


Table of Contents

 
  •  develop and oversee an annual self-evaluation process for the Board and its committees;
 
  •  review the Company’s enterprise risk management process for matters other than financial matters; and
 
  •  provide oversight of corporate ethics issues and assess the adequacy of the Company’s Code of Business Conduct and Ethics.
 
Each member of the Nominating and Governance Committee meets the definition of an independent director as established by The Nasdaq Global Select Market.
 
ELECTION OF DIRECTORS
 
Election to the Company’s Board of Directors, in a contested election, shall be by a plurality of the votes cast at any meeting of stockholders. An election will be considered contested in which (i) the Secretary of the Company receives a notice that a stockholder has nominated a person for election to the Board of Directors in compliance with the advance notice requirements for stockholder nominees for Director set forth in the Company’s Bylaws and (ii) such nomination has not been withdrawn by such stockholder on or before the 10th day before the Company first mails its notice of meeting for such meeting to the stockholders. If Directors are to be elected by a plurality of the votes cast, stockholders shall not be permitted to vote against a nominee.
 
In an uncontested election, Directors shall be elected by a majority of the votes cast “for” and “against” at any meeting of stockholders. If an incumbent Director fails to receive a majority of the vote for re-election in an uncontested election, the Nominating and Governance Committee will act on an expedited basis to determine whether to accept the Director’s previously tendered irrevocable resignation and will submit such recommendation for prompt consideration by the Board. In considering whether to accept or reject the tendered resignation, the Nominating and Governance Committee and the Board will consider any factors they deem relevant in deciding whether to accept a Director’s resignation. Any Director who tenders his or her resignation pursuant to this provision of the Corporate Governance Guidelines will not participate in the Nominating and Governance Committee recommendation or Board consideration regarding whether or not to accept the tendered resignation.
 
The Board will nominate for election or re-election as Director only candidates who agree to tender, promptly following the annual meeting at which they are elected or re-elected as Director, irrevocable resignations that will be effective upon (i) the failure to receive the required vote at the next annual meeting at which they will face re-election and (ii) Board acceptance of such resignation. The Board will fill Director vacancies and new directorships only with candidates who agree to tender, promptly following their appointment to the Board, the same form of resignation tendered by other Directors in accordance with the Corporate Governance Guidelines.
 
CONSIDERATION OF DIRECTOR NOMINEES
 
Director Qualifications
 
The Corporate Governance Guidelines include director qualification standards which 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 70; and
 
  •  No director shall serve as a director, officer or employee of a competitor of the Company.


9


Table of Contents

 
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 interests of the Company and its shareholders;
 
  •  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.
 
Procedures for Recommendations and Nominations by Shareholders
 
The Nominating and Governance Committee has adopted policies concerning the process for the consideration of director candidates by shareholders. The Nominating and Governance Committee will consider director candidates submitted by shareholders of Saia. Any shareholder wishing to submit a candidate for consideration should send the following information to the Secretary of the Company, Saia, Inc., 11465 Johns Creek Parkway, Suite 400, Johns Creek, Georgia 30097:
 
  •  The name and address of the shareholder submitting the candidate as it appears on the Company’s books; the number and class of shares owned beneficially and of record by such shareholder and the length of period held; and proof of ownership of such shares;
 
  •  Name, age and address of the candidate;
 
  •  A detailed resume describing, among other things, the candidate’s educational background, occupation, employment history and material outside commitments (e.g., memberships on other boards and committees, charitable foundations, etc.);
 
  •  Any information relating to such candidate that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to the Securities Exchange Act of 1934 and rules adopted thereunder;
 
  •  A description of any arrangements or understandings between the recommending shareholder and such candidate;
 
  •  A supporting statement which describes the candidate’s reasons for seeking election to the Board of Directors, and documents his or her ability to satisfy the director qualifications described in Saia’s Corporate Governance Guidelines; and
 
  •  A signed statement from the candidate confirming his or her willingness to serve on the Board of Directors.
 
The Secretary of Saia will promptly forward such materials to the Nominating and Governance Committee Chair and the Chairman of the Board of Saia. The Secretary will also maintain copies of such materials for future reference by the Committee when filling Board positions.
 
If a vacancy arises or the Board decides to expand its membership, the Nominating and Governance Committee will seek recommendations of potential candidates from a variety of sources (including incumbent directors, shareholders, the Corporation’s management and third party search firms). At that time, the Nominating and Governance Committee also will consider potential candidates submitted by shareholders in accordance with the procedures described above. The Nominating and Governance Committee then 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 Committee seeks to identify and


10


Table of Contents

recruit the best available candidates and it intends to evaluate qualified shareholder candidates on the same basis as those submitted by other sources.
 
After completing this process, the Nominating and Governance Committee will determine whether one or more candidates are sufficiently qualified to warrant further investigation. If the process yields one or more desirable candidates, the Committee will rank them by order of preference, depending on their respective qualifications and Saia’s needs. The Nominating and Governance Committee Chair, or another director designated by the Nominating and Governance Committee Chair, will then contact the desired candidate(s) to evaluate their potential interest and to set up interviews with the full Committee. All such interviews are held in person and include only the candidate and the Nominating and Governance Committee members. Based upon interview results, the candidate’s qualifications and appropriate background checks, the Nominating and Governance Committee then decides whether it will recommend the candidate’s nomination to the full Board.
 
Separate procedures apply if a shareholder wishes to submit a director candidate at the Company’s annual meeting that is not approved by the Nominating and Governance Committee or the Board of Directors. Pursuant to Section 2.07(a) of the Amended and Restated By-Laws of the Company, most recently amended in July 2008, for nominations to be properly brought before an annual meeting pursuant to clause (C) of paragraph (a)(i) of Section 2.07 of the By-Laws, the shareholder must have given timely notice thereof in writing to the Secretary of the Company. To be timely, a shareholder’s notice must be delivered or mailed to and received at the principal executive offices of the Company not later than the close of business on the 90th calendar day nor earlier than the 120th calendar day prior to the first anniversary date of the immediately preceding year’s annual meeting. Such shareholder’s notice shall set forth the following items:
 
  •  As to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made:
 
  •  the name and address of such stockholder and of such beneficial owner, as they appear on the Company’s books;
 
  •  the class and number of shares of the Company which are, directly or indirectly, owned beneficially and of record by such stockholder and such beneficial owner;
 
  •  certain derivative instruments directly or indirectly owned beneficially by such stockholder and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Company;
 
  •  any short interest in any security of the Company;
 
  •  any proportionate interest in shares of the Company or derivative instrument held, directly or indirectly, by a general or limited partnership in which such stockholder or beneficial owner is a general partner, or directly or indirectly, beneficially owns an interest in a general partner;
 
  •  any performance-related fees (other than an asset-based fee) that such stockholder or beneficial owner is entitled to based on any increase or decrease in the value of shares of the Company or derivative instruments, if any, as of the date of such notice including without limitation any such interests held by members of such stockholder’s or beneficial owner’s immediate family sharing the same household;
 
  •  a representation that the stockholder is a holder of record of stock of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination; and
 
  •  a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Company’s outstanding capital stock required to elect the nominee and/or otherwise to solicit proxies from stockholders in support of such or nomination.


11


Table of Contents

 
  •  As to each person, if any, whom the stockholder proposes to nominate for election or reelection as a director:
 
  •  all information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder;
 
  •  a description of all compensation and other material monetary agreements during the past three years, and any other material relationships, between or among such stockholder and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith and each proposed nominee, including without limitation, all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the stockholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant;
 
  •  a statement whether such person, if elected, intends to tender, promptly following such person’s election or re-election, an irrevocable resignation effective upon such person’s failure to receive the required vote for re-election at the next meeting at which such person would face re-election and upon acceptance of such resignation by the Board of Directors, in accordance with the Company’s Corporate Governance Guidelines; and
 
  •  a completed and signed questionnaire, representation and agreement as required the Company’s By-Laws. The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as an independent director of the Company or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee.
 
The foregoing summary is qualified in its entirety by reference to the Company’s By-Laws which have been filed with the Securities and Exchange Commission and copies of which are available from the Company.
 
SHAREHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS
 
The Board of Directors has adopted the following procedures for shareholders to send communications to the Board or individual directors of the Company:
 
Shareholders seeking to communicate with the Board of Directors should submit their written comments to the Secretary of the Company, Saia, Inc., 11465 Johns Creek Parkway, Suite 400, Johns Creek, Georgia 30097. The Secretary of the Company will forward all such communications (excluding routine advertisements and business solicitations and communications which the Secretary of the Company, in his or her sole discretion, deems to be a security risk or for harassment purposes) to each member of the Board of Directors, or if applicable, to the individual director(s) named in the correspondence. Subject to the following, the Chairman of the Board and the Lead Independent Director will receive copies of all shareholder communications, including those addressed to individual directors, unless such communications address allegations of misconduct or mismanagement on the part of the Chairman. In such event, the Secretary of the Company will first consult with and receive the approval of the Lead Independent Director before disclosing or otherwise discussing the communication with the Chairman.
 
The Company reserves the right to screen materials sent to its directors for potential security risks and/or harassment purposes and the Company also reserves the right to verify ownership status before forwarding shareholder communications to the Board of Directors.
 
The Secretary of the Company will determine the appropriate timing for forwarding shareholder communications to the directors. The Secretary will consider each communication to determine whether it should be forwarded promptly or compiled and sent with other communications and other Board materials in advance of the next scheduled Board meeting.


12


Table of Contents

Shareholders also have an opportunity to communicate with the Board of Directors at the Company’s annual meeting of shareholders. The Company’s Corporate Governance Guidelines provide that absent unusual circumstances, directors are expected to attend all annual meetings of shareholders. Each of the directors then-serving on the Board attended the Company’s 2008 annual meeting of shareholders.
 
STOCK OWNERSHIP
 
Directors and Executive Officers
 
The following table sets forth the amount of Saia’s common stock beneficially owned by each director and each executive officer named in the Summary Compensation Table on page 25 and all directors and executive officers as a group, as of January 31, 2009. Unless otherwise indicated, beneficial ownership is direct and the person indicated has sole voting and investment power.
 
                                         
    Common Stock Beneficially Owned     Share
 
          Rights to
                Units Held
 
    Shares
    Acquire
          Percent
    Under
 
    Beneficially
    Beneficial
          of
    Deferral
 
Name of Beneficial Owner
  Owned(1)     Ownership(2)     Total     Class(3)     Plans(4)  
 
Linda J. French
    3,929             3,929       *       6,219  
John J. Holland
    1,079       12,500       13,579       *       11,126  
William F. Martin, Jr. 
    700             700       *       7,180  
Richard D. O’Dell
    46,000       81,082       127,082       *       38,630  
James A. Olson
    1,037       12,500       13,537       *       12,374  
Björn E. Olsson
    2,000             2,000       *       8,758  
Douglas W. Rockel
    2,075       12,500       14,575       *       11,650  
Herbert A. Trucksess, III
    380,374       25,840       406,214       3.01 %      
Jeffrey C. Ward
    4,000             4,000       *       7,012  
Anthony D. Albanese
    18,000       8,890       26,890       *       36,489  
James A. Darby
    7,000       28,306       35,306       *       24,894  
Sally R. Buchholz
    3,000       8,165       11,165       *       12,791  
Stephanie R. Maschmeier
                      *       2,160  
Mark H. Robinson
    2,750       25,024       27,774       *       11,712  
                                         
All directors and executive officers as a group (14 persons)
    471,944       214,807       686,751       5.08 %     190,995  
                                         
 
 
Denotes less than 1%
 
(1) Includes common stock owned directly and indirectly. 100,000 of Mr. Trucksess’ shares are held indirectly in a revocable trust.
 
(2) Number of shares that can be acquired on January 31, 2009 or within 60 days thereafter through the exercise of stock options. These shares are excluded from the “Shares Beneficially Owned” column.
 
(3) Based on the number of shares outstanding on January 31, 2009 (13,510,709) and includes the number of shares subject to acquisition by the relevant beneficial owner within 60 days thereafter. Including the number of shares subject to acquisition by the relevant beneficial owner pursuant to the Company’s Directors’ Deferred Fee Plan or Executive Capital Accumulation Plan upon such beneficial owner’s termination of services as a Director or employee, the Percent of Class for all directors and executive officers as a group equals 6.50%.
 
(4) Represents phantom stock units, receipt of which has been deferred pursuant to the Company’s Directors’ Deferred Fee Plan or Executive Capital Accumulation Plan. The value of the phantom stock units deferred pursuant to the Company’s Directors’ Deferred Fee Plan or Executive Capital Accumulation Plan track the performance of the Company’s common stock and the phantom stock units are payable in stock upon the relevant beneficial owner’s termination of service as Director or employee.


13


Table of Contents

 
SAIA, INC.
COMPENSATION DISCUSSION AND ANALYSIS
 
Executive Compensation Philosophy and Oversight
 
Saia Inc.’s (“Saia” or the “Company”) executive compensation philosophy is determined by the Compensation Committee of the Board of Directors (the “Committee”). The Committee believes that the executive compensation program should link pay with performance and should attract, motivate, reward and facilitate the retention of the executive talent required to achieve corporate objectives, especially to create value for the Company’s shareholders. To this end, Saia integrates several key compensation components that are designed to align rewards with the short- and long-term performance of the Company and of each executive. These components are:
 
     
Component
 
Objective
 
Base Salary — Cash
  Provide a fixed form of executive compensation for performing daily responsibilities.
Annual Incentives — Cash
  Motivate and reward executives for achieving specific short-term corporate objectives.
Long-Term Incentives — Stock
  Motivate and reward executives for achieving long-term corporate objectives, including shareholder value creation, superior performance in the industry, and executive retention.
Other Benefits and Perquisites — Various forms
  Provide competitive benefits; executive retention.
Post-Employment Compensation
   
— Cash and benefits
  Promote recruitment and retention; ensure non-competition, non-disclosure, non-solicitation.
 
The executive compensation program is administered by the Committee, which is made up entirely of independent directors. A complete description of the Committee’s responsibilities is provided in the Committee’s Charter, which is approved by the Board of Directors and can be found on the Company’s website (www.saia.com) under the investor relations section.
 
The Committee annually reviews the Company’s compensation philosophy, the overall design of the compensation program and the design elements of each component of compensation. In making annual decisions about compensation for the executives identified in the Summary Compensation table (the “Named Executive Officers”) as described in the table above, the Compensation Committee also takes the following factors into consideration, although none of these factors are persuasive individually or in the aggregate:
 
  •  Each Named Executive Officer’s total compensation, including the value of all outstanding equity awards granted to the Named Executive Officers, and future compensation opportunities;
 
  •  Internal pay equity;
 
  •  The Company’s stock ownership and retention policies;
 
  •  The current external environment and the economic conditions in which the Company operates;
 
  •  The Company’s performance in the last twelve to twenty-four months, as well as the strategic plan for future periods; and
 
  •  The competitive environment for recruiting and retaining Named Executive Officers, including trends, best practices, and executive compensation paid by relevant competitors (peer group data).
 
The Committee uses peer group data as a means to test external equity. That, coupled with the internal equity analysis, helps to promote overall, fundamental fairness in the program. The desire to achieve fundamental fairness drives the design, levels and components of the reward system. The Committee then tailors the program as needed in a given year to reflect Company needs and individual contributions and performance, present and future.
 
The Committee does not believe Saia’s incentive compensation arrangements encourage senior executives to take unnecessary and excessive risks. As described in detail below, the Committee has established a reasonable mix


14


Table of Contents

of short- and long-term incentives. The short-term incentive is in the form of a cash bonus that is capped to eliminate windfall payouts. One-half of the long term incentive is in the form of performance unit plan grants that are based on Company stock price performance over a three-year period, rewarding longer-term financial performance. Payments under the performance unit plan grants are in Company common stock and are also capped. Profit earned upon exercising stock options, as well as stock received under the performance unit plan grants, are subject to the stock ownership guidelines discussed below, further aligning the long-term interests of management with that of shareholders. As discussed below, the Board has also implemented a compensation recovery policy that requires reimbursement of performance-based compensation in certain instances.
 
The Committee has retained Mercer US, Inc. (“Mercer”) as its independent executive compensation consultant, to provide information, analyses and advice regarding executive and director compensation. The Mercer consultant who performs these services reports directly to the Committee chair. The Committee has established procedures to ensure that Mercer’s advice to the Committee remains objective and is not influenced by the Company’s management. The Board has adopted a policy that prohibits Mercer and its affiliates from providing services to the Company without the prior approval of the Board. The Committee regularly meets with the Mercer consultant outside the presence of management to discuss executive compensation philosophy and specific levels of compensation and to ensure that Mercer receives from management the information required to perform its duties. The Committee formally evaluates the performance of Mercer on an annual basis and may terminate the services of Mercer at any time.
 
Peer Group
 
To assist management and the Compensation Committee in determining the appropriate compensation design, levels and components for the Company’s executive officers, the Committee annually reviews compensation data for similar positions at other comparable, like-sized companies. The peer group companies are selected with input from Mercer and are comprised of U.S. publicly traded transportation companies with annual revenues one-half to three times Saia’s revenues. In addition to revenues, the Committee also strives to select companies with similar assets, net incomes and market caps. For comparison, the Company’s 2007 operating revenues were $976.1 million. The specific peers included in the review for 2008 were:
 
             
        2007 Revenues
 
Company
 
Industry
  (In millions)  
 
Air Transport Services Group
  Air Freight & Logistics   $ 1,175  
Arkansas Best Corporation
  Trucking   $ 1,837  
Celadon Group, Inc. 
  Trucking   $ 566  
Covenant Transportation
  Trucking   $ 713  
Frozen Food Express Industries
  Trucking   $ 452  
Heartland Express
  Trucking   $ 592  
Horizon Lines Inc. 
  Marine   $ 1,207  
Hub Group Inc. 
  Air Freight & Logistics   $ 1,658  
Kirby Corp. 
  Marine   $ 1,173  
Knight Transportation, Inc. 
  Trucking   $ 714  
Landstar System Inc. 
  Trucking   $ 2,487  
Marten Transportation Ltd. 
  Trucking   $ 560  
Old Dominion Freight Line, Inc. 
  Trucking   $ 1,400  
Pacer International Inc. 
  Air Freight & Logistics   $ 1,969  
Quality Distribution
  Trucking   $ 752  
Universal Truckload Services
  Trucking   $ 680  
USA Truck, Inc. 
  Trucking   $ 482  
Vitran Corporation
  Trucking   $ 671  
Werner Enterprises
  Trucking   $ 2,071  


15


Table of Contents

Some of the peer group companies have extensive stock ownership by executives. If the ownership amounts were disclosed by the peer group company to have an impact on executive compensation levels, the specific compensation element is excluded from the competitive data and associated analysis.
 
2007, 2008 and 2009 Executive Compensation Decisions
 
Total Compensation
 
Based on the Committee’s annual reviews for 2007, 2008 and 2009, the Committee has concluded that the amounts payable to each Named Executive Officer under each individual element, as well as the Named Executive Officer’s total compensation in the aggregate, were reasonable and were consistent with the recommendations of Mercer. The Committee further concluded that the Company’s executive compensation program met the objectives of attracting, retaining, motivating, and rewarding talented executives who can contribute to Saia’s long-term success and thereby build value for shareholders. Decisions with respect to each component of executive compensation are described below.
 
Base Salary
 
The Committee has selected the market 50th percentile as the targeted positioning for base salaries of the Company’s executives. For 2008, Mercer’s analysis showed the Company’s executive base salaries were generally below the 50th percentile, although, in the view of the Committee, within a reasonable range of the 50th percentile. For each Named Executive Officer, the Committee also considered the factors bulleted under “Executive Compensation Philosophy and Oversight”, giving special attention to individual and Company performance, experience, future advancement potential, impact on Saia’s results, pay mix, internal equity, and the importance of executive retention. Effective December 1, 2007, the Named Executive Officers received an average increase in base salary of 2.5%. Based on the current economic environment, Company performance and the Company’s strategic plan for 2009, the Named Executive Officers did not receive an increase in base salary in December 2008. This places base compensation for 2009 well below the targeted 50% level, and the Committee intends to address this discrepancy over time as the economy and Company performance improve.
 
Annual Incentives
 
The Annual Incentive Plan provides all officers and other salaried Company employees the opportunity to receive cash payments. The plan sets out a threshold, target and maximum payout level for each executive and an associated performance goal to achieve the payout levels. For 2008, the potential payout levels for Named Executive Officers were as follows:
 
                         
    Payout as a% of Base Salary  
Named Executive Officer
  Threshold     Target     Maximum  
 
Richard D. O’Dell
    17.5 %     70 %     140 %
Anthony D. Albanese
    11.25 %     45 %     90 %
James A. Darby
    11.25 %     45 %     90 %
Sally R. Buchholz
    10.0 %     40 %     80 %
Mark H. Robinson
    10.0 %     40 %     80 %
 
The Committee strives to set the threshold, target and maximum performance goals at levels such that the relative likelihood that Saia will achieve such goals remains consistent from year to year. It is the intent of the Committee that the threshold goals should be attainable a majority of the time, target goals should, on average, be reasonably expected to be achieved and that maximum goals should be attained a minority of the time. These levels of expected performance are taken into consideration in the compensation philosophy and evaluation of compensation previously discussed. Establishing the expected performance goals relative to these criteria is inherently subject to considerable judgment on the part of the Committee. When making these judgments the Committee considers the Company’s past performance, the volatility of the performance, the budget, current economic conditions and other forecasts of future results.


16


Table of Contents

For 2008, the annual incentive goals set by the Committee for the Named Executive Officers were based on a combination of two measures. Corporate earnings per share was the basis for 75% of the annual incentive and operating ratio improvement as compared to a competitor group was the basis for 25% of the incentive. Earnings per share was selected to align the goal with shareholder interests and competitive practices. Operating ratio improvement was chosen as a measure based on the Company’s focus on improving profitability. The peer group for the comparison of operating ratio improvement was comprised of four non-union less-than-truckload publicly traded companies: Old Dominion Freight Line, Inc., Con-way, Inc., Vitran Corporation, Inc., and FedEx Freight (less-than-truckload subsidiary of FedEx). The Company’s operating ratio improvement is measured compared to the peer group’s average operating ratio improvement. The specific earnings per share and operating ratio improvement measures for 2008 were as follows:
 
                         
Annual Incentive Targets for 2008
                 
Measure
  Threshold     Target     Maximum  
 
Earnings per share (75% of total award)
  $ 1.23     $ 1.96     $ 2.94  
Operating Ratio Improvement (as a% compared to peer group performance)(25% of total award)
    −0.10 %     −0.50 %     −1.50 %
 
The combination of the two measures is only applicable to the Company’s officers. For all other salaried employees, the payout of the annual incentive is based only on the achievement of the earnings per share goals. The officers are only eligible to receive payment on the operating ratio measure if overall the Company has achieved the threshold earnings per share measure. Based on earnings per share performance in 2008, there were no payouts under the annual incentive plan for 2008.
 
For 2009, the annual incentive plan for the Named Executive Officers is comparable to 2008 with two financial goals: 75% earnings per share and 25% operating ratio improvement. The peer group for operating ratio improvement has not changed from 2008. The specific performance goals for 2009 were set considering 2008 performance, the strategic plan, and the annual 2009 budget.
 
Over the past five years, the performance of the Company’s business unit, Saia Motor Freight, has exceeded target incentive goals three times but has not exceeded the maximum performance goals. The payout percentages for the corporate goals over the past five years have been between zero and approximately 123% of an executive’s target incentive opportunity.
 
Long-Term Incentives
 
Under the authority granted in the Amended and Restated 2003 Omnibus Incentive Plan, the Committee has chosen to provide long-term incentives to the executive officers as a means to stimulate performance superior to other companies in Saia’s industry, to tie compensation to shareholder value creation and to encourage executive retention. All Company officers are eligible to participate in the long-term incentive program. For 2009, 2008 and 2007, 50% of a Named Executive Officer’s long-term incentive opportunity was granted in performance units and 50% in stock options (valued using the Black-Scholes option pricing model). This mix of awards was selected to balance the focus between relative and absolute stock performance and reflect competitive practices. The Committee also made a special grant of restricted stock units in 2008 to Mr. O’Dell and Mr. Albanese to facilitate executive retention, as described below.


17


Table of Contents

To determine the total value of the long-term incentives granted each year, the Committee has utilized market data prepared by Mercer. Mercer has analyzed the types and median targets of long-term incentives granted to comparable officers at the peer group companies detailed in the “Peer Group” section above. The Committee has then used the Mercer analysis and pay mix, position, and internal equity factors to determine the appropriate target percentages of base compensation and the value of the long-term incentive for each officer. For 2008 and 2009, the target long-term incentives as a percentage of base salary for the Named Executive Officers were:
 
                 
Named Executive Officer
  2008     2009  
 
Richard D. O’Dell
    80 %     80 %
Anthony D. Albanese
    60 %     60 %
James A. Darby
    53 %     53 %
Sally R. Buchholz
    40 %     53 %
Mark H. Robinson
    53 %     53 %
 
Once the targets and values were determined, the key elements of the awards were established, as described below.
 
Stock Options
 
The role of stock options is to reward executives for increasing absolute long-term shareholder value. The value of each stock option award is equal to 50% of the target long-term incentive award using the Black-Scholes option pricing model. Stock option grants have historically been awarded in the first quarter of the fiscal year. The Company has a policy to make annual equity awards to the Company’s executive officers, including the Named Executive Officers, on the third trading day following the release of the Company’s financial results for the prior fiscal year. The exercise price of the stock options is equal to the closing share price of Saia common stock on NASDAQ on the grant date. The Omnibus Incentive Plan strictly prohibits re-pricing of stock options. All stock options granted to date have been non-qualified stock options.
 
Stock options granted in 2009, 2008 and 2007 have a three-year cliff vesting schedule and a seven-year term. The only exception to this vesting and term schedule was a special grant of 19,990 options to Mr. O’Dell made in February 2007 in recognition of his promotion to CEO. These options have a ten-year term and vest one-third on each of the third, fourth and fifth anniversary of grant. All stock options granted to date vest on the basis of passage of time, subject to earlier vesting upon a change of control and, as to Mr. O’Dell and Mr. Albanese, subject to their employment agreements described below. The Committee believes time-vested awards encourage long-term value creation and executive retention because generally executives can realize value from such awards only if the Company’s stock price increases and they remain employed at Saia at least until the awards vest.
 
In February 2008, the Company granted a total of 60,130 stock options to the Named Executive Officers, representing 54% of the total stock options granted. In February 2009, the Company granted a total of 53,350 stock options to the Named Executive Officers, representing 56% of the total stock options granted.
 
Performance Units
 
The role of performance units is to reward executives for long-term value creation relative to peer companies. Since the size of the peer companies is not critical in assessing relative total shareholder returns, the peer group used for comparison is broader than the peer group used for determining base salaries and other long-term incentives. The peer group includes public companies in the broader transportation industry. The peer companies are as follows:
 
  •  Arkansas Best Corp.
 
  •  Celadon Group Inc.
 
  •  CH Robinson Worldwide, Inc.
 
  •  CNF, Inc.
 
  •  Covenant Transport, Inc.


18


Table of Contents

 
  •  EGL Inc.
 
  •  FEDEX Corp.
 
  •  Forward Air Corp.
 
  •  Frozen Food Express Industries
 
  •  Heartland Express, Inc.
 
  •  Hub Group, Inc.
 
  •  J.B. Hunt Transport Services
 
  •  Knight Transportation, Inc.
 
  •  Landstar Systems, Inc.
 
  •  Marten Transport, Ltd.
 
  •  Old Dominion Freight Line, Inc.
 
  •  Pacer International, Inc.
 
  •  P.A.M. Transportation, Inc.
 
  •  Patriot Transportation Holdings, Inc.
 
  •  Quality Distribution, Inc.
 
  •  Ryder System Inc.
 
  •  United Parcel Services, Inc.
 
  •  Universal Truckload Services
 
  •  USA Truck Inc.
 
  •  US Xpress Enterprises, Inc.
 
  •  UTI Worldwide Inc.
 
  •  Vitran Corporation
 
  •  Werner Enterprises, Inc.
 
  •  YRC Worldwide, Inc.
 
The period of measurement for total shareholder return for each performance unit award is three years. Total shareholder return is calculated by taking the average closing common stock prices for the last 60 days prior to the beginning of the performance period and comparing it to the average closing common stock prices for the last 60 days prior to the end of the performance period. At the end of the performance period, the percentile rank of the Company’s total shareholder return is calculated relative to the total shareholder return of each of the peer companies. Any peer company that is no longer publicly traded is excluded from this calculation. Over the performance periods of 2009-2011, 2008-2010 and 2007-2009, the payouts will be determined as follows:
 
         
Percent Rank of Saia’s Total Shareholder Return from 2009 — 2011,
     
2008 — 2010 and 2007 — 2009 Compared to Peer Companies
  Payout Percentage of Target Incentive  
 
At 75th percentile or higher
    200 %
At 50th percentile
    100 %
At 25th percentile
    25 %
Below 25th percentile
    0 %
 
The payout associated with the Company’s percentile rank will be based on the chart above with payouts interpolated for performance between the 25th and 50th percentile and the 50th and 75th percentile. If the Company’s total shareholder return for the performance period is negative, no payouts are made.


19


Table of Contents

Historically, payouts for the performance units were made in cash; however, beginning with awards granted in 2007 the payouts will be made in stock. The number of shares paid is calculated by dividing the amount payable by the common stock price on the date of the payout and rounding up to the next whole share. No payouts were made on performance units granted for the 2005-2007 or 2006-2008 performance periods since total shareholder returns for those periods were negative. Performance unit awards are not scheduled to be paid out until the first quarter of 2010 for the 2007-2009 performance period, the first quarter of 2011 for the 2008-2010 performance period and the first quarter of 2012 for the 2009-2011 performance period.
 
Restricted Stock
 
In 2008, the Committee addressed concerns about the impact of market volatility on long-term executive retention. Following an evaluation with the assistance of Mercer regarding various approaches to promote retention, the Committee approved a grant of 34,000 shares of restricted stock to Mr. O’Dell and 17,000 shares of restricted stock to Mr. Albanese. These grants coincided with the grant date of stock options in February 2008. The shares of restricted stock vest 25% on February 1, 2011; 25% on February 1, 2012 and the balance on February 1, 2013 assuming the executive has been in continuous service to the Company since the award date.
 
Other Benefits and Perquisites
 
Benefits
 
The Company provides certain benefits to substantially all employees, including the Named Executive Officers. These benefits include paid holidays and vacation, medical, dental, disability and life insurance and a defined contribution retirement plan. The defined contribution retirement plan is a 401(k) plan to which employees may elect to make pre-tax contributions. The Company has the discretion to match 50% of all employee contributions, up to a maximum employee contribution of six percent of annual salary. Due to the current economic conditions, the Company elected to temporarily suspend the matching contribution starting in February 2009.
 
Deferred Compensation Plan
 
In addition to the benefits provided to all employees, the Company has established for officers and certain other employees an Executive Capital Accumulation Plan which is a non-qualified deferred compensation plan. The deferred compensation plan was implemented to motivate and ensure the retention of key employees by providing them with greater flexibility in structuring the timing of their compensation and tax payments. The Committee believes that the Company’s deferred compensation plans provide a valuable benefit to senior executives while resulting in minimal costs to the Company.
 
Pursuant to the Capital Accumulation Plan, the Company has made an annual discretionary contribution for each participant that is equal to five percent of his or her base salary and annual incentive payment. In addition, to the extent a participant’s contribution to the 401(k) plan is limited under restrictions placed on “Highly Compensated Employees” under ERISA, the participant may elect to contribute the limited amount to the 401(k) plan and the difference to the Capital Accumulation Plan. To the extent the Company is unable to match participant contributions under the 401(k) plan because of the ERISA limitations, the matching contributions will be made by the Company to the Capital Accumulation Plan. The Company’s regular annual five percent contribution has a five year vesting period. Due to the current economic conditions, the Company elected to not make the annual discretionary contribution for 2008 and will reassess that decision in the latter part of 2009.
 
The Capital Accumulation Plan also allows the participant to make an elective deferral each year of up to 50% of base salary and up to 100% of any annual incentive plan payment. The participant must irrevocably elect the base salary deferral before the beginning of the year in which compensation is being made and the annual incentive deferral no later than six months through the performance period.
 
The plan provides the same investment options to participants as are available under the 401(k) plan, except that participants may also elect to invest in Saia stock under the plan. Participants may elect to transfer balances between investment options without restriction at any time throughout the year, except that any investment in Saia


20


Table of Contents

stock is an irrevocable election and upon distribution that investment will be paid out in Saia stock, rather than cash. Vested plan balances become distributable to the participant upon termination of employment.
 
Perquisites
 
The types and amounts of perquisites have been determined by the Committee with input from Mercer based on perquisites granted to comparable officers by companies in the peer group applicable to base salary. The Company provides these perquisites because many companies in the peer group provide similar perquisites to their Named Executive Officers, and the Committee believes they are necessary for retention purposes. The Committee reviews the perquisites provided to the Named Executive Officers in an attempt to ensure that the perquisites continue to be appropriate in light of the Committee’s overall goal of designing a compensation program that maximizes the interest of Saia’s shareholders.
 
During 2008 and 2007, two Named Executive Officers (Mr. O’Dell and Mr. Albanese) received perquisites with a value greater than $10,000. (See the “All Other Compensation” column of the Summary Compensation Table.) The perquisites provided to the Named Executive Officers include the following:
 
  •  Car allowance ($7,200 annual maximum per Named Executive Officer),
 
  •  Financial/legal planning ($5,000 annual maximum for Mr. O’Dell and $4,000 annual maximum for each other Named Executive Officer),
 
  •  Executive term life insurance ($1,000,000 for Mr. O’Dell and $500,000 for each other Named Executive Officer) and
 
  •  Country club membership (no maximum amount and provided only to Mr. O’Dell).
 
Post-Employment Compensation
 
The Committee believes that severance and change in control arrangements are an important part of overall compensation for the Named Executive Officers because they help to secure the continued employment and dedication of the Named Executive Officers notwithstanding any concern they might have regarding their own continued employment prior to or following a change in control. The Committee also believes that these arrangements are important as a recruitment and retention device, as most of the companies with which Saia competes for executive talent have similar agreements in place for their senior employees. The Committee annually reviews the material terms of the agreements to ensure they are consistent with the Company’s compensation philosophy.
 
Executive Severance Agreements
 
The Company has entered into severance agreements with each of the Named Executive Officers. These agreements include a “double trigger” meaning they only provide for severance payments and other benefits if there is a change-in-control of the Company and thereafter the executive’s employment is terminated involuntarily (other than for cause) or voluntarily with good reason. The material terms of the executive severance agreements are reviewed annually by the Committee with input from Mercer and outside legal counsel to confirm that they remain generally consistent with competitive practices.
 
Under the severance agreements, if there is a change-in-control of the Company and within 24 months after the change-in-control the executive’s employment is terminated involuntarily by the Company (other than for cause) or voluntarily by the executive with good reason, the executive would receive a severance payment equal to two times (three times for Mr. O’Dell) the highest annual base salary and annual incentive bonus paid or payable to the executive for any twelve consecutive months in the three years ending with the date of the executive’s termination. In addition, all applicable health, medical, life insurance and long-term disability plans and programs covering the executive would continue for a period of two years (three years in the case of Mr. O’Dell) following the termination date. The severance agreements also provide for a gross-up payment for any excise tax imposed by Section 4999 of the Internal Revenue Code. In the event of a change-in-control, all outstanding stock options would immediately vest and the executive would have 12 months from the date of the change-in-control (24 months in the case of Mr. O’Dell) to exercise the options, but not beyond the original term of the option.


21


Table of Contents

Employment Agreements — Mr. O’Dell and Mr. Albanese
 
In order to provide an incentive for executive retention and to help support certain non-competition and non-solicitation provisions, the Company has entered into employment agreements with Mr. O’Dell and Mr. Albanese. The employment agreements are for two-year terms (renewing daily) and each agreement provides for a minimum base salary. Subject to the minimum base salary, the Committee may set the executive’s salary at any level it deems appropriate and the Committee evaluates and sets the base salaries on an annual basis.
 
The employment agreements include severance payments and benefits to Mr. O’Dell and Mr. Albanese in the event of their employment termination under certain circumstances. All severance payments and benefits pursuant to the employment agreements are conditioned upon the executive’s compliance with the non-disclosure, non-competition and employee and customer non-solicitation provisions of the employment agreement. The Company believes these provisions help ensure the long-term success of the Company and facilitate executive retention.
 
In the event either executive’s employment is terminated by the Company without cause or by the executive for good reason, the employment agreement provides that the executive shall be entitled to receive base salary and benefits accrued through the termination date, along with a severance benefit equal to two times his annual rate of base salary immediately preceding his termination of employment, paid in a lump sum on the first day of the seventh month immediately following the executive’s last day of employment. In addition, the Company is obligated to pay the executive a pro rated target bonus based on the actual portion of the fiscal year elapsed prior to the termination of the executive’s employment. Such payment shall be made in a lump sum on the first day of the seventh month immediately following the executive’s last day of employment together with interest on such target bonus at a reasonable rate to be determined by the Company. During the period of 24 months following the executive’s termination of employment, the executive (and if covered under the applicable program, his spouse) would remain covered by the employee benefit plans and programs that covered him immediately prior to his termination of employment subject to certain exceptions. All outstanding stock options held by executive at the time of termination become fully exercisable upon such termination and the executive would have two years from the date of such termination to exercise such stock options, but not beyond the term of the option. Benefits provided under the employment agreement are subject to a gross-up payment for any excise tax imposed by Section 4999 of the Internal Revenue Code. The employment agreement provides that in the event of an employment termination that would provide severance benefits under both the executive severance agreement and the executive’s employment agreement, the executive would be entitled to the greater of each benefit provided under the applicable agreements.
 
In the event of death or disability, Mr. O’Dell and Mr. Albanese (or their respective estates) would be eligible to receive salary and benefits accrued through the date of the event, except that if the event occurred prior to the end of the performance period, any annual incentive would be forfeited. However, payment of long-term incentive performance units would be calculated using the event date as the end of the performance period, and then paid out based on a pro rata portion of the entire performance period. All outstanding stock options would immediately vest and would expire in one year, but not beyond the term of the option.
 
The material terms of the employment agreements are reviewed annually by the Committee with input from Mercer and outside legal counsel to confirm that they remain generally consistent with competitive practices.
 
Other Compensation Policies
 
Stock Ownership Guidelines
 
Because the Company is committed to aligning the executives’ interests with those of the shareholders, the Board has approved Stock Ownership Guidelines for all officers who are eligible to receive long-term incentives.


22


Table of Contents

The required number of shares for each officer is determined by multiplying his or her current base salary by the multiple noted below and dividing by the current share price. The current multiples are as follows:
 
         
•   Chief Executive Officer
    5.0 x Base Salary  
•   SVP Operations & Sales
    3.0 x Base Salary  
•   Chief Financial Officer/VP Finance
    2.5 x Base Salary  
•   Chief Information Officer/VP Information and Technology
    2.5 x Base Salary  
•   All Other Officers
    2.0 x Base Salary  
 
While executives are not subject to a specific time period for satisfying the Stock Ownership Guidelines, executives are required to retain as owned stock 50 percent of after tax profits from stock option exercises and stock-based performance unit awards until such time as the Stock Ownership Guideline is met. The Committee reviews the Stock Ownership Guidelines at each meeting and monitors the progress towards, and continued compliance with, the Stock Ownership Guidelines.
 
Compensation Recovery Policy
 
In 2007, the Board of Directors adopted a formal policy that provides that the Company will, to the extent permitted by governing law, require reimbursement of all or a portion, as applicable, of any performance-based compensation paid to any participant in the Company’s long-term incentive plans after January 30, 2007 where (a) the payment was predicated upon the achievement of certain financial results that were subsequently the subject of a material restatement, and (b) a lower payment, or no payment, would have been made to the participant based upon the restated financial results. In each such instance, the Company will, to the extent practicable, seek to recover the amount by which the individual participant’s performance-based compensation exceeded the amount that would have been paid based on the restated financial results, plus a reasonable rate of interest.
 
Prohibited Transactions
 
No employee, including Named Executive Officers, may engage in short sales of Saia common stock or in transactions involving puts, calls, or other derivative securities of the Company or in hedging transactions with respect to the Company. Additionally, all employees, including Named Executive Officers, are prohibited from holding Saia stock in a margin account and from pledging Saia common stock as collateral for indebtedness, except in circumstances where the holder can clearly demonstrate the financial capacity to repay the indebtedness without resort to the pledged stock.
 
Tax Policies
 
Under Section 162(m) of the Internal Revenue Code, the Company is limited to a $1 million annual deduction on non-performance-based compensation paid to Named Executive Officers. Based on the legal definition, Saia’s long-term incentive instruments (stock options and performance units) are considered performance-based compensation and are therefore deductible by the Company. Since Mr. O’Dell is the only Named Executive Officer whose deductible compensation has the potential to reach the $1 million limit (and then only in an outstanding performance year), no specific action has been taken to comply with Section 162(m).
 
Section 409A of the Internal Revenue Code generally changes the tax rules that affect most forms of deferred compensation that were not earned and vested prior to 2005. The Committee takes Section 409A into account in determining the form and timing of compensation paid to executives.
 
Sections 280G and 409A of the Internal Revenue Code limit Saia’s ability to take a tax deduction for certain “excess parachute payments” (as defined in Code Sections 280G and 4999) and impose excise taxes on each executive that receives “excess parachute payments” in connection with his or her severance from the Company in connection with a change in control. The Committee considers the adverse tax liabilities imposed by Code Sections 280G and 4999, as well as other competitive factors, when it structures certain post-termination compensation payable to the Named Executive Officers. The potential adverse tax consequences to the Company and/or the executive, however, are not necessarily determinative factors in such decisions.


23


Table of Contents

Accounting Policies
 
For all stock option grants prior to January 1, 2003, stock-based compensation to employees is accounted for based on the intrinsic value method under Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations, including FASB Interpretation No. 44, Accounting for Certain Transactions involving Stock Compensation.
 
In December 2004, the FASB issued SFAS No. 123 (Revised), Share-Based Payment. SFAS No. 123-R replaces SFAS No. 123 and supersedes APB Opinion No. 25. Accordingly, the Company records a non-cash expense for the stock compensation plans using the fair value method. Historically, the Company has recorded compensation cost in accordance with APB Opinion No. 25, which did not require the recording of an expense for stock options if they were granted at a price equal to the fair market value of Saia’s common stock on the grant date. No changes to the design of the long-term incentive program have been made as a result of fair-value accounting under SFAS No. 123-R.
 
REPORT OF THE COMPENSATION COMMITTEE
OF SAIA, INC.
 
The Compensation Committee of the Board of Directors of the Company has submitted the following report for inclusion in this Proxy Statement:
 
Our Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this Proxy Statement with management. Based on our Committee’s review of and the discussions with management with respect to the Compensation Discussion and Analysis, our Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.
 
The foregoing report is provided by the following directors, who constitute the Committee:
 
Compensation Committee Members
Linda J. French, Chair
William F. Martin, Jr.
Björn E. Olsson
Douglas W. Rockel


24


Table of Contents

SUMMARY COMPENSATION TABLE
 
The following table sets forth the compensation awarded to, earned by or paid to Saia’s chief executive officer, chief financial officer and its three other most highly compensated executive officers (the “Named Executive Officers”) for services rendered in all capacities within Saia during the fiscal years ended December 31, 2008, 2007 and 2006.
 
SUMMARY COMPENSATION TABLE
 
                                                                         
                            Change in
       
                            Pension
       
                            Value and
       
                            Non-
       
                            Qualified
       
                        Non-Equity
  Deferred
       
                Stock
  Option
  Incentive Plan
  Compensation
  All Other
   
        Salary
  Bonus
  Awards
  Awards
  Compensation
  Earnings
  Compensation
  Total
Name & Principal Position
  Year   ($)(1)   ($)   ($)   ($)(2)   ($)   ($)   ($)(6)   ($)
 
Richard D. O’Dell,
    2008       429,504             112,664       183,477       (5)           50,223       775,868  
President & Chief Executive
    2007       419,890                   135,748       (4)           44,912       600,550  
Officer (PEO)
    2006       347,508       220,598             40,605       345,925 (3)           44,525       999,161  
James A. Darby,
    2008       202,968                   34,872       (5)           29,441       267,281  
Vice President of Finance
    2007       198,414                   20,434       (4)           30,065       248,913  
& Chief Financial Officer (PFO)
    2006       187,500       82,841             9,137       73,734 (3)           27,947       381,159  
Anthony D. Albanese,
    2008       270,600             56,325       59,277       (5)           29,310       415,512  
Sr. Vice President of
    2007       264,550                   40,814       (4)           38,204       343,568  
Sales & Operations
    2006       258,176       122,918             23,380       185,288 (3)           33,917       623,679  
Mark H. Robinson,
    2008       196,800                   39,367       (5)           23,126       259,293  
Vice President of Information
    2007       192,400                   26,349       (4)           23,812       242,562  
Technology & Chief Information Officer
    2006       187,917       77,418             15,555       93,697 (3)           26,441       401,028  
Sally R. Buchholz,
    2008       184,512                   25,490       (5)           25,165       235,167  
Vice President of Marketing
    2007       180,376                   16,385       (4)           27,011       223,772  
& Customer Service
    2006       173,000       54,910             8,547       68,400 (3)           24,928       329,785  
 
 
(1) Includes amounts deferred under the Company’s Executive Capital Accumulation Plan as disclosed in the Nonqualified Deferred Compensation Table.
 
(2) Valuation assumptions for stock options are disclosed in note 9 to the financial statements included in the Company’s December 31, 2008 Form 10-K.
 
(3) Amount earned for the 2004 — 2006 long-term incentive under the Saia, Inc. Amended and Restated 2003 Omnibus Incentive Plan.
 
(4) Amount earned for the 2005 — 2007 long-term incentive under the Saia, Inc. Amended and Restated 2003 Omnibus Incentive Plan.
 
(5) Amount earned for the 2006 — 2008 long-term incentive under the Saia, Inc. Amended and Restated 2003 Omnibus Incentive Plan.
 
(6) See details in the “All Other Compensation” table below.


25


Table of Contents

 
All Other Compensation
 
The following table sets forth the detail of other compensation awarded to, earned by or paid to Saia’s Named Executive Officers for services rendered in all capacities within Saia during the fiscal years ended December 31, 2008, 2007 and 2006.
 
All Other Compensation
 
                                                                                 
                                  Company
    Company
                   
                                  Contributions
    Contributions
                   
          Perquisites
                Payments/
    to Defined
    to Defined
    Dividends/
             
          & Other
                Accruals on
    Contribution
    Contribution
    Earnings on
             
          Personal
    Tax
    Car
    Termination
    Plans
    Plans (Def.
    Stock/Option
    Insurance
       
Name & Principal Position
  Year     Benefits(1)     Reimbursements     Allowance     Plans     (401(k))     Comp.)     Awards     Premiums     Other(2)  
 
Richard D. O’Dell,
    2008       779             7,200             6,325       32,696             1,635       1,588  
President & Chief
    2007       1,457             7,200             6,188       27,235             826       2,006  
Executive Officer (PEO)
    2006       1,747       244       7,200             6,050       25,762             780       2,741  
James A. Darby,
    2008                   7,200             5,582       14,380             2,279        
Vice President of Finance &
    2007                   7,200             6,188       14,660             1,805       212  
Chief Financial Officer (PFO)
    2006                   7,200             6,050       12,891             1,806        
Anthony D. Albanese,
    2008                   7,200                   19,297             1,219       1,594  
Sr. Vice President of
    2007                   7,200             6,188       21,091             983       2,742  
Sales & Operations
    2006                   7,200             6,050       18,386             966       1,315  
Mark H. Robinson,
    2008                   2,696             5,412       13,798             1,219        
Vice President of
    2007                   2,409             6,188       14,443             628       145  
Information Technology & Chief Information Officer
    2006                   7,200             6,050       12,687             504        
Sally R. Buchholz,
    2008                   5,790             5,074       12,053             966       1,282  
Vice President of Marketing
    2007                   6,446             6,188       12,514             944       919  
& Customer Service
    2006                   6,607             6,050       11,641             630        
 
 
(1) Payment of country club dues.
 
(2) Deemed compensation for spousal travel.


26


Table of Contents

 
Grants of Plan-Based Awards
 
The following table sets forth the detail of grants of plan-based awards to Saia’s Named Executive Officers for services rendered in all capacities within Saia during the fiscal year ended December 31, 2008. See further details regarding these grants in the description of “Long Term Incentives” on page 17 of the Compensation Discussion and Analysis included above.
 
Grants of Plan-Based Awards — 2008
 
                                                                                         
                                              All Other
    All Other
          Grant
 
                                              Stock
    Option
          Date
 
                                              Awards:
    Awards:
    Exercise
    Fair
 
          Estimated Future Payouts Under
                      Number of
    Number of
    or Base
    Value of
 
          Non-Equity Incentive Plan
                      Shares of
    Securities
    Price of
    Stock
 
          Awards     Estimated Future Payouts Under Equity Incentive Plan Awards     Stock or
    Underlying
    Option
    and
 
    Grant
    Threshold
    Target
    Maximum
    Threshold
    Target
    Maximum
    Units
    Options
    Awards
    Option
 
Name & Principal Position
  Date     (1)($)     (1)($)     (1)($)     (#)     (#)     (#)     (#)     (#)     ($/Sh)     Awards  
 
Richard D. O’Dell,
    2/1/2008                                                 26,040       14.71       167,953  
President & Chief
    2/1/2008                                           34,000                   500,140  
Executive Officer (PEO)
    1/1/2008             171,802       343,603                                            
James A. Darby,
    2/1/2008                                                 8,220       14.71       53,017  
Vice President of Finance & Chief Financial Officer (PFO)
    1/1/2008             54,192       108,385                                            
Anthony D. Albanese,
    2/1/2008                                                 12,300       14.71       79,333  
Sr. Vice President
    2/1/2008                                           17,000                   250,070  
of Sales & Operations
    1/1/2008             81,180       162,360                                            
Mark H. Robinson,
    2/1/2008                                                 7,970       14.71       51,405  
Vice President of Information Technology & Chief Information Officer
    1/1/2008             52,546       105,091                                            
Sally R. Buchholz,
    2/1/2008                                                 5,600       14.71       36,119  
Vice President of Marketing & Customer Service
    1/1/2008             36,902       73,805                                            
 
 
(1) Estimated payouts under the 2008-2010 long-term incentive award under the Saia, Inc. Amended and Restated 2003 Omnibus Incentive Plan calculated based on base salaries as of January 1, 2008.
 
All long-term incentives awarded in 2008 were awarded under the Amended and Restated Saia, Inc. 2003 Omnibus Incentive Plan. The performance period for these awards is 2008-2010. Each participant who received an award is assigned a target incentive, which is a percentage of average annual base salary during the three years of the performance period. The amount of the target incentive that is paid to a participant with respect to the three-year performance period is based on the total shareholder return of Saia compared to the total shareholder return of 29 peer companies. If the total shareholder return of Saia for the three-year period is negative, no payouts are made under the award. Payouts are made in stock at the end of the three-year performance period based on the respective performance period. Because the amount of an executive’s payout is based on the Company’s total shareholder return compared to that of members of a peer group over a three-year period, the exact amount of the payout (if any) cannot be determined at this time. The target and maximum amounts in the table above were calculated based on the participant’s base salary at January 1, 2008 using each participant’s appropriate payout percentage for the target payout estimate and two times the target amount for the maximum payout estimate.
 
The stock option grants to the Named Executive Officers are made by the Committee on the same day as the grants to other stock option recipients.
 
Stock options granted in 2008 have an exercise price equal to the market closing price of Saia stock on the date of grant and a three-year cliff vesting schedule and a seven-year term. The grant date fair value of the stock options was determined using the Black-Scholes-Merton formula with the following assumptions:
 
  •  risk free interest rate of 2.75%;
 
  •  expected life of five years;
 
  •  expected volatility of 46.49%; and
 
  •  a dividend rate of zero.


27


Table of Contents

 
The restricted stock granted in 2008 vests 25% after three years; 25% after four years and the balance after five years assuming the executive has been in continuous service to the Company since the award date. The value of the restricted stock is based on the fair market value of the Company’s common stock at the award date.
 
Outstanding Equity Awards
 
The following table sets forth information regarding the number of shares of unexercised stock options and the number of shares and value of restricted stock outstanding at December 31, 2008 for the Named Executive Officers.
 
Outstanding Equity Awards at December 31, 2008
 
                                                                         
    Option Awards     Stock Awards  
                Equity
                            Equity
    Equity
 
                Incentive
                            Incentive Plan
    Incentive Plan
 
                Plan
                            Awards:
    Awards:
 
                Awards:
                      Market
    Number of
    Market or
 
    Number of
    Number of
    Number of
                Number of
    Value of
    Unearned
    Payout Value of
 
    Securities
    Securities
    Securities
                Shares or
    Shares or
    Shares, Units,
    Unearned
 
    Underlying
    Underlying
    Underlying
                Units of
    Units of
    or Other
    Shares, Units,
 
    Unexercised
    Unexercised
    Unexercised
    Option
          Stock that
    Stock that
    Rights that
    or Other Rights
 
    Options
    Options
    Unearned
    Exercise
    Option
    Have Not
    Have Not
    Have Not
    that Have Not
 
    (#)
    (#)
    Options
    Price
    Expiration
    Vested
    Vested
    Vested
    Vested
 
Name & Principal Position
  Exercisable     Unexercisable     (#)     ($)     Date     (#)     ($)     (#)     ($)  
 
Richard D. O’Dell,
    35,625                   4.123       12/15/2009                          
President & Chief Executive
    30,017                   4.363       10/25/2010                          
Officer (PEO)
    5,880                   23.000       02/02/2012                          
            9,560             27.380       01/27/2013                          
            11,750 (1)           26.720       02/02/2017                          
            19,990 (2)           26.720       02/02/2017                          
            26,040 (3)           14.710       02/01/2018                          
                                      34,000 (4)     369,240              
James A. Darby,
    6,644                   4.209       07/20/2010                          
Vice President of Finance &
    18,192                   4.363       10/25/2010                          
Chief Financial Officer (PFO)
    1,300                   23.000       02/02/2012                          
            2,170             27.380       01/27/2013                          
            3,710 (1)           26.720       02/02/2017                          
            8,220 (3)           14.710       02/01/2018                          
Anthony D. Albanese,
    3,390                   23.000       02/02/2012                          
Sr. Vice President of Sales &
          5,500             27.380       01/27/2013                          
Operations
          5,560 (1)           26.720       02/02/2017                          
            12,300 (3)           14.710       02/01/2018                          
                                      17,000 (4)     184,620              
Mark H. Robinson,
    10,894                   4.209       07/20/2010                          
Vice President of Information
    1,280                   23.000       02/02/2012                          
Technology & Chief
    1,310                   16.880       08/24/2012                          
Information Officer
          3,570             27.380       01/27/2013                          
            3,430 (1)           26.720       02/02/2017                          
            7,970 (3)           14.710       02/01/2018                          
Sally R. Buchholz,
    4,915                   4.363       10/25/2010                          
Vice President of Marketing &
    1,220                   23.000       02/02/2012                          
Customer Service
          2,030             27.380       01/27/2013                          
            2,530 (1)           26.720       02/02/2017                          
            5,600 (3)           14.710       02/01/2018                          
 
All unexercisable options were issued under the Saia, Inc. Amended and Restated 2003 Omnibus Incentive Plan.
 
 
(1) Options vest on 2/2/2010.
 
(2) Options vest in three equal traunches on 2/2/2010, 2/2/2011 and 2/2/2012.
 
(3) Options vest on 2/1/2011.
 
(4) Restricted Stock vests as follows: one quarter on 2/1/2011, one quarter on 2/1/2012 and one half on 2/1/2013.


28


Table of Contents

 
2008 Options Exercised and Stock Vested
 
The following table sets forth information regarding the number and value of stock options exercised and stock awards vested during 2008 for the Named Executive Officers.
 
Option Exercises and Stock Vested — 2008
 
                                 
    Option Awards              
    Number of
          Stock Awards  
    Shares
    Value
    Number of Shares
       
    Acquired
    Realized on
    Acquired on
    Value Realized
 
    on Exercise
    Exercise
    Vesting
    on Vesting
 
Name & Principal Position
  (#)     ($)     (#)     ($)  
 
Richard D. O’Dell,
President & Chief Executive Officer (PEO)
                       
James A. Darby,
Vice President of Finance & Chief Financial Officer (PFO)
                       
Anthony D. Albanese,
Sr. Vice President of Sales & Operations
                       
Mark H. Robinson,
Vice President of Information Technology & Chief Information Officer
                       
Sally R. Buchholz,
Vice President of Marketing & Customer Service
                       
 
Non-Qualified Deferred Compensation
 
The following table sets forth information regarding the executive and Company contributions to the Capital Accumulation Plan, as well as investment earnings on the Plan for the Named Executive Officers in 2008. See further details regarding the Capital Accumulation Plan in the description of “Benefits and Perquisites” on page 20 of the Compensation Discussion and Analysis included above.
 
Nonqualified Deferred Compensation — 2008
 
                                         
    Executive
    Company
    Aggregate
    Aggregate
    Aggregate
 
    Contributions
    Contributions
    Earnings in
    Withdrawals/
    Balance at
 
    in Last FY(1)
    in Last FY(2)
    Last FY
    Distributions
    Last FYE
 
Name & Principal Position
  ($)     ($)     ($)     ($)     ($)  
 
Richard D. O’Dell,
President & Chief Executive Officer (PEO)
    8,590       32,696       (77,113 )           375,349  
James A. Darby,
Vice President of Finance & Chief Financial Officer (PFO)
    10,148       14,380       (84,320 )           295,710  
Anthony D. Albanese,
Sr. Vice President of Sales & Operations
    13,530       19,325       (75,348 )           357,522  
Mark H. Robinson,
Vice President of Information Technology & Chief Information Officer
    1,968       13,798       (29,286 )           113,710  
Sally R. Buchholz,
Vice President of Marketing & Customer Service
    9,226       12,053       (26,763 )             130,943  


29


Table of Contents

 
(1) Amounts reported in this column are reported as Salary in the last completed fiscal year in the Summary Compensation Table.
 
(2) Amounts reported in this column are reported as Other Compensation in the last completed fiscal year in the Summary Compensation Table.
 
PENSION BENEFITS
 
Although the Company does have a defined contribution 401(k) plan, it does not have a tax-qualified defined benefit plan or supplemental executive retirement plan. As such, there are no related disclosures to be made.
 
Potential Payments Upon Termination or Change in Control
 
Change of Control Agreements
 
Each of the Named Executive Officers in the Summary Compensation Table is party to an Executive Severance Agreement. Under the Executive Severance Agreements with the executive officers, they will receive certain compensation in the event of a “Change of Control” of Saia followed within two years by (i) the termination of the executive’s employment for any reason other than death, disability, retirement or “cause” or (ii) the resignation of the executive due to an adverse change in title, authority or duties, a transfer to a new location, a reduction in salary, or a reduction in fringe benefits or annual bonus below a level consistent with Saia’s practice prior to the Change of Control. In the event of a qualifying change of control event: (i) the executive officer will receive a lump sum cash payment equal to two times the highest average annual rate of base compensation and bonuses paid or payable in any consecutive 12 month period during the three years prior to termination, except in the case of Mr. O’Dell whose lump sum cash payment is three times the highest average annual rate of base compensation and bonuses paid or payable in any consecutive 12 month period during the three years period to termination; (ii) the executive officer will receive a pro rated payout of benefits for the performance unit award based on the actual portion of the performance period elapsed prior to the termination of the executive’s employment; (iii) beginning on the date of the executive’s termination of employment, the executive (and spouse if applicable) will remain covered under the employee benefit plans in which he participated prior to termination of employment for 24 months (36 months for Mr. O’Dell); (iv) all outstanding stock options held by the executive officer at the time of termination will vest and remain exercisable for one year (two years in the case of Mr. O’Dell), but not beyond the expiration of the term of the option.
 
Saia agrees to pay the officer a gross up payment to make the officer whole for any taxes incurred by the officer for any payment, distribution or other benefit (including any acceleration of vesting of any benefit) received or deemed received by the officer under the Executive Severance Agreement or otherwise that triggers the excise tax imposed by Section 4999 of the Internal Revenue Code.
 
For the purpose of the Executive Severance Agreements, a “Change of Control” will be deemed to have taken place if: (i) a third person, including a “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, purchases or otherwise acquires shares of Saia and as a result thereof becomes the beneficial owner of shares of Saia having 20% or more of the total number of votes that may be cast for the election of directors of Saia; or (ii) as the result of, or in connection with any cash tender or exchange offer, merger or other business combination, or contested election, or any combination of the foregoing transactions, the directors then serving on the Board of Directors cease to constitute a majority of the Board of Directors of Saia or any successor to Saia.


30


Table of Contents

The following table details the amounts that each Named Executive Officer would have received under the Executive Severance Agreements if their employment had terminated (following a “change of control”) on December 31, 2008, the last business day of the Company’s fiscal 2008, and based on the Company’s closing stock price as of December 31, 2008 of $10.86:
                                                 
                      Shares of
    Value of
       
    Salary &
    Performance
          Options
    Options
    Continuation
 
    Bonus
    Unit Award
    Accrued
    Vested on
    Vested on
    of Health
 
    Severance
    Severance
    Vacation Pay
    Termination
    Termination
    Benefits
 
Name
  ($)     ($)     ($)     (#)     ($)     ($)  
 
Richard D. O’Dell
  $ 1,713,949     $     $ 11,564       67,340     $     $ 28,677  
James A. Darby
  $ 549,141     $     $ 10,929       14,100     $     $ 19,118  
Anthony D. Albanese
  $ 770,389     $     $ 2,602       23,360     $     $ 19,118  
Mark H. Robinson
  $ 538,870     $     $       14,970     $     $ 19,118  
Sally R. Buchholz
  $ 463,508     $     $ 1,064       10,160     $     $ 19,118  
 
Employment Agreements
 
The Company has entered into employment agreements with Mr. O’Dell and Mr. Albanese. The employment agreements provide for severance payments and benefits to Mr. O’Dell and Mr. Albanese in the event of their employment termination under certain circumstances. All severance payments and benefits pursuant to the employment agreements are conditioned upon the executive’s compliance with the non-disclosure, non-competition and employee and customer non-solicitation provisions of the employment agreement.
 
In the event either executive’s employment is terminated by the Company without cause or by the executive for good reason, the employment agreement provides that the executive shall be entitled to receive base salary and benefits accrued through the termination date, along with a severance benefit equal to two times his annual rate of base salary immediately preceding his termination of employment, paid in a lump sum on the first day of the seventh month immediately following the executive’s last day of employment. In addition, the Company is obligated to pay the executive a pro rated target bonus based on the actual portion of the fiscal year elapsed prior to the termination of the executive’s employment. Such payment shall be made in a lump sum on the first day of the seventh month immediately following the executive’s last day of employment together with interest on such target bonus at a reasonable rate to be determined by the Company. During the period of 24 months following the executive’s termination of employment, the executive (and if covered under the applicable program, his spouse) would remain covered by the employee benefit plans and programs that covered him immediately prior to his termination of employment subject to certain exceptions. All outstanding stock options held by executive at the time of termination become fully exercisable upon such termination and the executive would have two years from the date of such termination to exercise such stock options, but not beyond the term of the option. Benefits provided under the employment agreement are subject to a gross-up payment for any excise tax imposed by Section 4999 of the Internal Revenue Code. The employment agreement provides that in the event of an employment termination that would provide severance benefits under both the executive severance agreement and the executive’s employment agreement, the executive would be entitled to the greater of each benefit provided under the applicable agreements.
 
In the event of death or disability, Mr. O’Dell and Mr. Albanese (or their respective estates) would be eligible to receive salary and benefits accrued through the date of the event, except that if the event occurred prior to the end of the performance period, any annual incentive would be forfeited. However, payment of long-term incentive performance units would be calculated using the event date as the end of the performance period, and then paid out based on a pro rata portion of the entire performance period. All outstanding stock options would immediately vest and would expire in one year, but not beyond the term of the option.
 
The tables below reflect the amount of compensation to be paid to Mr. O’Dell and Mr. Albanese in the event of termination of such executive’s employment. The tables present the amount of compensation payable to such executive upon voluntary termination, involuntary not-for-cause termination, for cause termination, and in the event of disability or death. The amounts shown in the tables below assume that such termination was effective as of December 31, 2008, and thus amounts earned through such time are estimates of the amounts which would be paid out to the respective executive upon his termination under the provisions. The actual amounts to be paid out can only be determined at the time of such executive’s actual separation from the Company.


31


Table of Contents

Regardless of the manner in which Mr. O’Dell or Mr. Albanese terminates employment, they may be entitled to receive amounts earned during the term of employment. Such amounts include:
 
  •  Amounts contributed by the executive to the Company’s 401(k) savings plan and nonqualified deferred compensation plan;
 
  •  Unused vacation pay.
 
In the event of the death or disability of Mr. O’Dell or Mr. Albanese, in addition to the forgoing benefits listed he will receive benefits under the Company’s disability plan or payments under the Company’s life insurance plan, as appropriate.
 
The Company has separate Executive Severance Agreements with Messrs. O’Dell and Albanese that address termination payments following a termination after a “change of control” as described in “Potential Payments upon Termination or Change of Control — Change of Control Agreements” above.
 
Richard D. O’Dell
 
The following table details the potential payments upon termination of Mr. O’Dell, the Company’s Chief Executive Officer and President, under the described scenarios calculated as of December 31, 2008:
 
                                 
    For Cause Termination by
    Termination by the
             
    the Company or Voluntary
    Company without Cause
             
    Termination by Executive
    or Termination by the
             
Executive Benefits &
  for Other than Good
    Executive for Good
             
Payments upon Separation
  Reason     Reason     Disability     Death  
 
Salary & Bonus Sevarance
  $ 17,895     $ 1,177,478     $ 125,264     $ 17,895  
Performance Unit Award Payout
  $     $     $     $  
Shares of Stock Options Vested
          67,340       67,340       67,340  
Value of Stock Options Vested
  $     $     $     $  
Continuation of Health Benefits
  $     $ 19,118     $     $  
Accrued Vacation Pay
  $ 11,564     $ 11,564     $ 11,564     $ 11,564  
Employer Contribution to Deferred Compensation Plan
  $     $ 20,994     $     $  
Disability Income
  $     $     $ 2,230,340     $  
Life Insurance Benefits
  $     $     $     $ 1,000,000  


32


Table of Contents

Anthony D. Albanese
 
The following table details the potential payments upon termination of Mr. Albanese, the Company’s Senior Vice President of Sales & Operations, under the described scenarios calculated as of December 31, 2008:
 
                                 
    For Cause Termination by
    Termination by the
             
    the Company or Voluntary
    Company without Cause
             
    Termination by Executive
    or Termination by the
             
Executive Benefits &
  for Other than Good
    Executive for Good
             
Payments upon Separation
  Reason     Reason     Disability     Death  
 
Salary & Bonus Sevarance
  $ 11,275     $ 674,245     $ 78,925     $ 11,275  
Performance Unit Award Payout
  $     $     $     $  
Shares of Stock Options Vested
          23,360       23,360       23,360  
Value of Stock Options Vested
  $     $     $     $  
Continuation of Health Benefits
  $     $ 19,118     $     $  
Accrued Vacation Pay
  $ 2,602     $ 2,602     $ 2,602     $ 2,602  
Employer Contribution to Deferred Compensation Plan
  $     $ 13,228     $     $  
Disability Income
  $     $     $ 1,304,285     $  
Life Insurance Benefits
  $     $     $     $ 500,000  
 
DIRECTOR COMPENSATION
 
The Compensation Committee, with input and analysis from Mercer, annually reviews compensation for the Company’s non-employee directors and makes recommendations for the approval of the full Board of Directors. Current market data reviewed during 2008 indicates non-employee director compensation is well below the target 50% level. Based on the current economic environment, Company performance and the Company’s strategic plan for 2009, non-employee director compensation has not been increased in 2009. This places base compensation for 2009 well below the targeted 50% level, and the Committee intends to address this discrepancy over time as the economy and Company performance improve.
 
For 2008 and 2009, all non-employee directors (other than the Chairman) receive the following compensation:
 
  •  Annual retainer of $20,000 (chairpersons of the Nominating and Governance Committee and the Compensation Committee receive an additional $5,000 annually, the chairperson of the Audit Committee and the Lead Independent Director each receive an additional $10,000 annually), paid one-half in cash and one-half in Saia common stock;
 
  •  Shares of Saia common stock with a value of $27,500 (equates to 1,870 shares for 2008 and 2,300 shares for 2009);
 
  •  $1,500 for each Board meeting attended; and
 
  •  $1,000 for each committee meeting attended (unless the committee chair elects not to authorize a fee for perfunctory committee meetings).
 
For 2008, the non-employee Chairman received an annual retainer of $170,000, plus shares of Saia common stock with a value of $27,500 (1,870 shares) and did not receive meeting fees. Commencing at the annual meeting of shareholders in 2009, the non-employee Chairman will receive an annual Chairman retainer of $90,000 in addition to the compensation received by the other non-employee directors consisting of an annual retainer of $20,000, plus shares of Saia common stock with a value of $27,500 (2,300 shares) and will begin receiving meeting fees.
 
All non-employee directors are reimbursed for travel and other out-of-pocket incidental expenses related to meetings and for spousal travel to certain meetings.
 
Pursuant to the Saia, Inc. Amended and Restated 2003 Omnibus Incentive Plan, 50 percent of the annual retainer paid to non-employee directors (other than the non-employee Chairman of the Board), including additional fees paid to Committee chairs and the Lead Independent Director is paid in Saia stock rather than cash, with the


33


Table of Contents

value of the stock based on the closing sale price at the date of payment. In addition, under the Omnibus Incentive Plan, non-employee directors receive an annual award of shares of the Company’s common stock not to exceed 3,000 shares, with the actual number of shares determined annually by the Compensation Committee. For 2008 and 2009, the Committee determined to grant to each non-employee director shares with a value of $27,500 (equates to 1,870 shares for 2008 and 2,300 shares for 2009). The actual number of shares that are issued is based on the closing sale price of Saia common stock on the third trading day following the release of fourth quarter earnings data, which is also the date that annual stock option awards are granted to management. The stock award is paid to non-employee directors on the third business day following the annual meeting of shareholders.
 
Under the Director’s Deferred Fee Plan, non-employee directors may defer all or a portion of annual fees earned. The deferrals are converted into units equivalent to the value of Company stock. Upon the directors’ termination, death or disability, accumulated deferrals are distributed in the form of Company common stock.
 
The following table sets forth all compensation for the Company’s non-employee directors for the year ended December 31, 2008.
 
Director Compensation — 2008
 
                                                         
                            Change in
             
                            Pension Value
             
    Fees
                      and Nonqualified
             
    Earned or
                Non-Equity
    Deferred
             
    Paid
    Stock
    Option
    Incentive Plan
    Compensation
    All Other
       
    in Cash
    Awards
    Awards
    Compensation
    Earnings
    Compensation
    Total
 
Name
  ($)     ($)     ($)     ($)     ($)     ($)     ($)  
 
Linda J. French
    22,500       38,325 (1)                             60,825  
John J. Holland
    12,000       50,825 (1)                             62,825  
William F. Martin, Jr. 
    22,000       35,825 (1)                             57,825  
James A. Olson
    11,000       55,825 (1)                             66,825  
Bjorn E. Olsson
    20,500       48,325 (1)                             68,825  
Douglas W. Rockel
    12,000       45,825 (1)                             57,825  
Herbert A. Trucksess
    170,000       25,825                               195,825  
Jeffrey C. Ward
    7,000       45,825 (1)                             52,825  
 
 
(1) Amount deferred under the Directors’ Deferred Fee Plan
 
In order to align non-employee directors’ interests with those of the Company and its shareholders, the Board has approved stock ownership guidelines for the Company’s non-employee directors. Under the guidelines, non-employee directors have three years from the later of July 2006 or the date they joined the Board to acquire shares of the Company’s common stock valued at five times the then-current retainer for non-employee directors. Units held in the Company’s Deferred Stock Plan are included as units of stock for the purposes of the guidelines. Under Company policy, directors are precluded from selling shares earned as a director until the director is in compliance with the Stock Ownership Guidelines.


34


Table of Contents

 
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
 
The Audit Committee operates pursuant to a written charter which has been approved and adopted by the Board of Directors and is reviewed and reassessed annually by the Audit Committee. The Committee charter is available within the corporate governance section of the Company’s website at www.saia.com. For the year ended December 31, 2008 and as of the date of the adoption of this report, the Audit Committee was comprised of three directors, each of whom met the independence and experience requirements of The Nasdaq Global Select Market. Messrs. Olson, Holland and Rockel are “audit committee financial experts” as defined by the applicable rules of the Securities and Exchange Commission.
 
The Audit Committee oversees Saia’s financial reporting process on behalf of the Board of Directors and oversees the entire audit function including the selection of independent registered public accounting firm. Management has the primary responsibility for the financial statements and the financial reporting process including the systems of internal controls and the Company’s legal and regulatory compliance. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management the audited consolidated financial statements for the year ended December 31, 2008 including a discussion of the acceptability and quality of the accounting principles, the reasonableness of significant accounting judgments and critical accounting policies and estimates, the clarity of disclosures in the financial statements, and management’s assessment and report on internal control over financial reporting. The Audit Committee also discussed with the Chief Executive Officer and Chief Financial Officer their respective certifications with respect to Saia’s Annual Report on Form 10-K for the year ended December 31, 2008.
 
The Audit Committee reviewed with the independent registered public accounting firm, who are responsible for expressing opinions on (i) the conformity of those audited consolidated financial statements with U.S. generally accepted accounting principles and (ii) the effectiveness of internal control over financial reporting, their judgments as to the acceptability and quality of Saia’s accounting principles and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards including those matters required to be discussed by Statement on Auditing Standards No. 61, Communication with Audit Committees. In addition, the Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence and has discussed those disclosures and other matters relating to independence with the auditors.
 
The Audit Committee discussed with Saia’s internal and independent registered public accounting firm the overall scope and plans for their respective audits. The Audit Committee meets with the internal auditor and independent registered public accounting firm, with and without management present, to discuss the results of their examinations of Saia’s internal controls, including controls over the financial reporting process, and the overall quality of Saia’s financial reporting.
 
Members of the Audit Committee rely without independent verification on the information provided to them and on the representations made by management and the independent registered public accounting firm. In reliance on the reviews and discussions with management and with the independent registered public accounting firm referred to above, and the receipt of an unqualified opinion from KPMG LLP dated March 5, 2009 regarding the audited consolidated financial statements of Saia for the year ended December 31, 2008, as well as the opinions of KPMG LLP on the effectiveness of internal control over financial reporting, the Audit Committee recommended to the Board of Directors (and the Board approved) that the audited consolidated financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2008 for filing with the Securities and Exchange Commission.
 
Audit Committee Members
James A. Olson, Chair
John J. Holland
Douglas W. Rockel
 
The foregoing Report of the Compensation Committee of the Board of Directors and Report of the Audit Committee of the Board of Directors shall not be deemed to be soliciting material or be incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933 or under the Securities Exchange Act of 1934, except to the extent Saia specifically incorporates this information by reference, and shall not otherwise be deemed to be filed with the Securities and Exchange Commission under such Acts.


35


Table of Contents

 
PROPOSAL 2
 
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
 
Appointment of Independent Registered Public Accounting Firm
 
KPMG LLP audited Saia’s annual consolidated financial statements for the fiscal year ended December 31, 2008. The Audit Committee has appointed KPMG LLP to be Saia’s independent registered public accounting firm for the fiscal year ending December 31, 2009. The shareholders are asked to ratify this appointment at the annual meeting. A representative of KPMG LLP will be present at the meeting to respond to appropriate questions and to make a statement if they so desire.
 
Independent Registered Public Accounting Firm’s Fees
 
KPMG LLP billed Saia the following amounts for services provided during fiscal 2007 and 2008:
 
                 
    2007(1)     2008  
 
Audit Fees
  $ 780,148     $ 831,720 (2)
Audit-Related Fees
    17,500       23,680  
Tax Fees
           
All Other Fees
           
                 
Total Fees
  $ 797,648     $ 855,400  
                 
 
 
(1) Fees for 2007 show the separation of Audit Related Fees for the 401(k) audit that were billed subsequent to the publication of the proxy statement for the annual meeting of shareholders in 2008, as well as a decrease to reflect final billing for 2007 that were less than the amount estimated.
 
(2) Audit fees in 2008 include approximately $100,000 of estimated fees because final terms and fees for certain audit services have not been finalized.
 
  •  Audit Fees.  This category includes the fees and out-of-pocket expenses for the audit of Saia’s annual consolidated financial statements and internal control over financial reporting and review of Saia’s quarterly reports.
 
  •  Audit-Related Fees.  This category consists of fees for assurance and related services reasonably related to the performance of the audit or the review of Saia’s consolidated financial statements, not otherwise reported under Audit Fees.
 
  •  Tax Fees.  This category consists of fees for tax compliance, tax advice and tax planning.
 
  •  All Other Fees.  This category consists of fees for other non-audit services.
 
The Audit Committee has a written policy governing the engagement of Saia’s independent registered public accounting firm for audit and non-audit services. Under this policy, the Audit Committee is required to pre-approve all audit and non-audit services performed by the Company’s independent registered public accounting firm to assure that the provision of such services does not impair the independent registered public accounting firm’s independence. Under the Audit Committee policy, the independent registered public accounting firm may not perform any non-audit service which independent registered public accounting firms are prohibited from performing under the rules and regulations of the Securities and Exchange Commission or the Public Company Accounting Oversight Board. The Audit Committee may delegate its pre-approval authority to one or more of its members but not to management. The member or members to whom such authority is delegated shall report any pre-approval decisions to the Audit Committee at its next scheduled meeting.
 
At the beginning of each fiscal year, the Audit Committee reviews with management and the independent registered public accounting firm the types of services that are likely to be required throughout the year. Those services are comprised of four categories: audit services, audit-related services, tax services and all other


36


Table of Contents

permissible services. The independent registered public accounting firm provides for each proposed service documentation regarding the specific services to be provided. At that time, the Audit Committee pre-approves a list of specific audit related services that may be provided within each of these categories and sets fee limits for each specific service or project. Management is then authorized to engage the independent registered public accounting firm to perform the pre-approved services as needed throughout the year subject to providing the Audit Committee with regular updates. The Audit Committee reviews all billings submitted by the independent registered public accounting firm on a regular basis to ensure that their services do not exceed pre-defined limits. The Audit Committee must review and approve in advance, on a case-by-case basis, all other projects, services and fees to be performed by or paid to the independent registered public accounting firm. The Audit Committee also must approve in advance any fees for pre-approved services that exceed the pre-established limits, as described above.
 
Vote Required For Ratification
 
The Audit Committee was responsible for selecting Saia’s independent registered public accounting firm for fiscal year 2009. Accordingly, shareholder approval is not required to appoint KPMG LLP as Saia’s independent registered public accounting firm for fiscal year 2009. The Board of Directors believes that submitting the appointment of KPMG LLP to the shareholders for ratification is a matter of good corporate governance. The Audit Committee is solely responsible for selecting Saia’s independent registered public accounting firm. If the shareholders do not ratify the appointment, the Audit Committee will review its future selection of independent registered public accounting firm.
 
The ratification of the appointment of KPMG LLP as Saia’s independent registered public accounting firm requires the affirmative vote of a majority of the shares present at the meeting in person or by proxy and entitled to vote.
 
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE
“FOR” THE RATIFICATION OF KPMG LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2009.
 
Section 16(a) Beneficial Ownership Reporting Compliance
 
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires directors and certain officers of Saia and persons who own more than ten percent of Saia’s common stock to file with the Securities and Exchange Commission initial reports of beneficial ownership (Form 3) and reports of subsequent changes in their beneficial ownership (Form 4 or Form 5) of Saia’s common stock. Such directors, officers and greater-than-ten-percent shareholders are required to furnish Saia with copies of the Section 16(a) reports they file. The Securities and Exchange Commission has established specific due dates for these reports and Saia is required to disclose in this proxy statement any late filings or failures to file.
 
Based solely upon a review of the copies of the Section 16(a) reports (and any amendments thereto) furnished to Saia and written representations from certain reporting persons that no additional reports were required, Saia believes that its directors, reporting officers and greater-than-ten-percent shareholders complied with all these filing requirements for the fiscal year ended December 31, 2008.


37


Table of Contents

 
SIGNIFICANT SHAREHOLDERS
 
The following table lists certain persons known by Saia to own beneficially, as of December 31, 2008, more than five percent of Saia’s common stock.
 
                 
    Number of
    Percent of
 
Name and Address of Beneficial Owner
  Shares     Class(1)  
 
Dimensional Fund Advisors LP(2)
    1,188,514       8.80 %
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
               
Barclays Global Investors, N.A. and related entities as a group(3)
    1,034,231 (4)     7.65 %
45 Fremont Street, 17th Floor
San Francisco, CA 94105
               
Pacific Global Investment Management Company(5)
    731,700       5.42 %
101 N. Brand Boulevard, Suite 1950
Glendale, CA 91203
               
Security Investors, LLC(6)
    694,620       5.14 %
One Security Benefit Place
Topeka, KS 66636
               
 
 
(1) For each person or group, the percentage ownership was determined by dividing the number of shares shown in the table by 13,510,709 (the number of shares of our common stock outstanding as of December 31, 2008).
 
(2) Based solely on a Schedule 13G Information Statement filed by Dimensional Fund Advisors LP on February 9, 2009. Such Schedule 13G discloses that Dimensional Fund Advisors LP possesses investment and/or voting power over 1,188,514 of the shares of common stock that are owned by funds over which Dimensional Fund Advisors LP serves as investment advisor and investment manager. Dimensional Fund Advisors LP serves as investment advisor to four investment companies and serves as investment manager to certain other commingled group trusts and separate accounts.
 
(3) The group (the “Barclays Group”) consists of the following entities at each respective address, with the number of shares owned by each entity within the group noted thereafter: (i) Barclays Global Investors, N.A.; 400 Howard Street, San Francisco, CA 94105, 688,050 shares; (ii) Barclays Global Fund Advisors; 400 Howard Street, San Francisco, CA 94105, 346,181 shares; (iii) Barclays Global Investors, LTD; Murray House, 1 Royal Mint Court, London EC3N 4HH, zero shares; (iv) Barclays Global Investors Japan Limited, Ebisu Prime Square Tower 8th Floor 1-1-39 Hiroo Shibuya-Ku Tokyo 150-0012 Japan, zero shares; (v) Barclays Global Investors Canada Limited, Brookfield Place, 161 Bay Street, Suite 2500, P.O. Box 614, Toronto, Canada Ontario M5J 2S1, zero shares; (vi) Barclays Global Investors Australia Limited, Level 43, Grosvenor Place, 225 George Street, P.O. Box N43, Sydney, Australia NSW 1220, zero shares; and (vii) Barclays Global Investors (Deutschland) AG, Apianstrasse 6, D-85774, Unterfohring, Germany, zero shares.
 
(4) Based solely on a Schedule 13G Information Statement filed by the Barclays Group on February 5, 2009. Such Schedule 13G discloses that Barclays Global Investors, N.A. has sole dispositive power over 688,050 of the shares of common stock and sole voting power over 600,883 of the shares of common stock. Barclays Global Fund Advisors has sole dispositive power over 346,181 of the shares of common stock and sole voting power over 346,181 of the shares of common stock. Barclays Global Investors, LTD, Barclays Global Investors Japan Limited, Barclays Global Investors Canada Limited, Barclays Global Investors Australia Limited, and Barclays Global Investors (Deutschland) AG have sole dispositive power over none of the shares of common stock and sole voting power over none of the shares of common stock.
 
(5) Based solely on a Schedule 13G Information Statement filed by Pacific Global Investment Management Company on February 12, 2009. Such Schedule 13G discloses that Pacific Global Investment Management Company, by virtue of its investment discretion and voting authority granted by certain clients which may be revoked at any time, and George A. Henning, as a result of his ownership interest in Pacific Global Investment Management Company, have sole voting power and sole dispositive power over 731,700 shares of common stock. Pacific Global Investment Management Company and George A. Henning each specifically disclaim beneficial ownership of such shares of common stock.


38


Table of Contents

 
(6) Based solely on a Schedule 13G Information Statement filed by Security Investors, LLC on February 13, 2009. Such Schedule 13G discloses that Security Investors, LLC, as a result of its role as an investment adviser, possesses sole investment and sole dispositive power over 694,620 of the shares of common stock.
 
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
 
The Compensation Committee is currently comprised of Linda J. French, William F. Martin, Jr., Björn E. Olsson and Douglas W. Rockel. None of these individuals is or has ever been an officer or employee of Saia. During fiscal 2008, no executive officer of Saia served as a director of any corporation for which any of these individuals served as an executive officer and there were no other Compensation Committee interlocks with the companies with which these individuals or Saia’s other directors are affiliated.
 
RELATED PARTY TRANSACTIONS
 
The Audit Committee of the Board of Directors is responsible for the review and approval of each related party transaction. In January 2007, the Board of Directors formalized in writing its Related Party Transaction Policies and Procedures.
 
The Related Party Transaction Policies and Procedures provide for approval or ratification by the Audit Committee of each related person transaction disclosable under SEC rules. The Policies and Procedures provide for the Audit Committee to review the material facts of all related party transactions that require the Audit Committee’s approval, subject to certain exceptions. If advance Audit Committee approval is not practicable, then the related party transaction shall be considered and, if the Audit Committee deems appropriate, ratified at its next regularly scheduled meeting.
 
In determining whether to approve or ratify a related party transaction, the Committee will take into account, among other factors it deems appropriate, whether the related party transaction is on terms no less favorable to the Company than terms generally available to an unaffiliated third-party under the same or similar circumstances, and the extent of the related party’s interest in the transaction. The Audit Committee has established standing pre-approvals for certain classes of related party transactions. In addition, the Board of Directors has given the Chair of the Audit Committee the authority to pre-approve any related party transaction in which the aggregate amount involved is less than $500,000. Each related party transaction approved pursuant to the standing pre-approvals or pursuant to the authority granted the Chair of the Audit Committee is described to the Audit Committee at its next regularly scheduled meeting.
 
The Company has entered into indemnification agreements with the members of its Board of Directors. Under these agreements, the Company is obligated to indemnify its directors to the fullest extent permitted under the Delaware General Corporation Law for expenses, including attorneys’ fees, judgments and settlement amounts incurred by them in any action or proceeding arising out of their services as a director. The Company believes that these agreements are helpful in attracting and retaining qualified directors. The Company’s Amended and Restated Certificate of Incorporation also provides for indemnification of its officers and Directors to the fullest extent permitted by the Delaware General Corporation Law.
 
OTHER MATTERS
 
We know of no other business that will be presented at the meeting. If any other matter properly comes before the shareholders for a vote at the meeting; however, the proxy holders will vote your shares in accordance with their best judgment.


39


Table of Contents

 
ADDITIONAL INFORMATION
 
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on April 23, 2009:
 
This proxy statement and our annual report to shareholders are also available to you at http://www.saia.com/v2/InvRel0.aspx?trt=SEC.
 
Proxy Solicitation
 
Saia will bear the entire cost of this proxy solicitation. In addition to soliciting proxies by this mailing, we expect that our directors, officers and regularly engaged employees may solicit proxies personally or by mail, telephone, facsimile or other electronic means, for which solicitation they will not receive any additional compensation. Saia will reimburse brokerage firms, custodians, fiduciaries and other nominees for their out-of-pocket expenses in forwarding solicitation materials to beneficial owners upon our request.
 
Shareholder Proposals for 2010 Annual Meeting
 
Any shareholder who intends to present a proposal at the annual meeting in 2010 must deliver the proposal to Saia’s corporate Secretary at 11465 Johns Creek Parkway, Suite 400, Johns Creek, Georgia 30097:
 
  •  Not later than November 19, 2009, 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 24, 2009, and on or before January 23, 2010, if the proposal is submitted pursuant to Saia’s By-Laws, in which case we are not required to include the proposal in our proxy materials.
 
By order of the Board of Directors,
-s- James A. Darby
 
James A. Darby
Secretary


40


Table of Contents

Location of Saia, Inc. Annual Meeting of Shareholders
 
(MAP)
EBC Office and Conference Center, 11330 Lakefield Dr., Bldg. 2, Johns Creek, Georgia 30097.


Table of Contents

(SAIA LOGO)
     
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.
  x
 
Annual Meeting Proxy Card
 
6     PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.     6
 
     Election of Directors — The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposal 2.

                 
1. Nominees:   For   Against   Abstain
D1 -
  Herbert A. Trucksess, III
for a term of three years
  o   o   o
 
               
                 
 
      For   Against   Abstain
D2 -
  James A. Olson
for a term of three years
  o   o   o
 
               
                 
 
      For   Against   Abstain
D3 -
  Jeffrey C. Ward
for a term of three years
  o   o   o
 
               


                 
 
      For   Against   Abstain
2.
  Ratify the appointment of KPMG LLP as Saia’s independent registered public accounting firm for fiscal year 2009.   o   o   o
     Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
         
Date (mm/dd/yyyy) — Please print date below.
  Signature 1 — Please keep signature within the box.   Signature 2 — Please keep signature within the box.

               /               /                
 

 
 

 

 


Table of Contents

6     PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.     6
 
(SAIA LOGO)
 
Proxy — SAIA, Inc.
 
Notice of 2009 Annual Meeting of Shareholders
11465 Johns Creek Parkway
Johns Creek, Georgia 30097
Proxy Solicited by Board of Directors for Annual Meeting — April 23, 2009
Richard D. O’Dell, James A. Darby and John J. Holland, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders of Saia, Inc. to be held at EBC Office and Conference Center, 11330 Lakefield Dr., Bldg 2, Johns Creek, Georgia 30097, on April 23, 2009 at 10:30 a.m. ET or at any postponement or adjournment thereof.
Shares represented by this proxy will be voted by the stockholder. If no such directions are indicated, the Proxies will have authority to vote FOR Proposals 1 and 2.
In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.
(Items to be voted appear on reverse side.)

 


Table of Contents

(SAIA LOGO)

      
Electronic Voting Instructions
You can vote by Internet or
telephone! Available 24 hours a
day, 7 days a week!
Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy.
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
Proxies submitted by the Internet or telephone must be received by 11:59 p.m., Eastern Time, on April 22, 2009.
         
    Vote by Internet
(COMPUTER)
    Log on to the Internet and go to

www.investorvote.com
    Follow the steps outlined on the secured website.
 
       
    Vote by telephone
(PHONE)
    Call toll free 1-800-652-VOTE (8683) within the United States, Canada & Puerto Rico any time on a touch tone telephone. There is NO CHARGE to you for the call.
 
    Follow the instructions provided by the recorded message.


   IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.