Anthony R. Norwood
SAIAAbout Anthony R. Norwood
Anthony R. “Tony” Norwood is Executive Vice President & Chief Human Resources Officer (CHRO) at Saia, appointed effective March 2, 2022; he was 55 at appointment and leads all HR and human capital strategy for the company . He previously served as VP, HR – Corporate at Trane Technologies (2020–2022) and held HR executive roles at Ingersoll Rand (2008–2020), with earlier HR positions at Coca‑Cola Bottling Co. Consolidated, Merck & Co., Lucent Technologies’ New Ventures Group, and Amoco . Education: BA in Industrial Labor Relations (Cornell) and Master’s in Global HR Leadership (Rutgers) . Saia’s pay-for-performance framework emphasizes Operating Income, Operating Ratio, and Total Shareholder Return (TSR); in 2024, Saia reported Operating Income of $482.2M, Net Income of $362.1M, and cumulative TSR equivalent to $489.40 on a $100 base, underscoring multi-year shareholder value creation through Norwood’s tenure period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Trane Technologies | Vice President, Human Resources – Corporate | 2020–2022 | Corporate HR leadership; supported enterprise human capital strategy |
| Ingersoll Rand | HR executive roles, including Vice President, Human Resources | 2008–2020 | Led HR across industrial businesses; talent, development, and organizational effectiveness |
| Coca‑Cola Bottling Co. Consolidated | HR roles (increasing responsibility) | Not disclosed | HR and talent roles in beverage manufacturing and distribution |
| Merck & Co., Inc. | HR roles | Not disclosed | HR roles in pharma context |
| Lucent Technologies – New Ventures Group | HR roles | Not disclosed | HR support for venture initiatives |
| Amoco Corporation | HR career start | Not disclosed | Entry into HR discipline |
External Roles
None disclosed in Saia’s filings for Norwood (no related party relationships or external directorships noted) .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $304,180 | $380,900 | $395,200 |
| Target Bonus % of Salary | 50% (at appointment) | Not disclosed | 60% |
| Actual Annual Incentive ($) | $240,364 | $291,637 | $0 (no payout) |
| All Other Compensation ($) | $122,801 | $35,558 | $57,559 |
Notes:
- Saia’s 2024 annual incentive plan paid $0 to all NEOs due to actual Operating Income ($482.2M) and Operating Ratio (85.0%) falling below threshold levels .
Performance Compensation
Annual Cash Incentive Structure (2024)
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout Result |
|---|---|---|---|---|---|---|
| Operating Income ($M) | 50% | $509.4 | $589.2 | $695.6 | $482.2 | Below threshold → 0% |
| Operating Ratio | 50% | 84.8% | 82.4% | 79.2% | 85.0% | Below threshold → 0% |
Annual incentive potential (2024) for CHRO:
- Threshold: 15% of salary; Target: 60%; Maximum: 120% .
Long-Term Incentives
- LTI mix for NEOs (2024 grants): 50% Performance Stock Units (PSUs) and 50% Restricted Stock (RS) .
- Norwood 2024 LTI target increased from 75% to 85% of base salary due to strong performance since joining in 2022 .
2024 Grants Detail (CHRO)
| Award Type | Grant Date | Threshold (#) | Target (#) | Maximum (#) | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|
| PSUs | Feb 6, 2024 | 79 | 316 | 632 | $255,435 |
| RS | Feb 6, 2024 | — | 316 | — | $167,720 |
PSU payout curve: 25% at 25th percentile TSR; 100% at 50th; 200% at 75th+; negative 3-year TSR halves payout . Recent PSU outcomes: 200% of target for 2020–2022, 2021–2023, and 2022–2024 (paid Feb 2023–2025) .
Upcoming Vesting Schedule (CHRO – RS)
| Vest Date | Shares |
|---|---|
| Feb 6, 2025 | 105 |
| Feb 8, 2025 | 163 |
| Mar 2, 2025 | 222 |
| Nov 2, 2025 | 457 |
| Feb 6, 2026 | 105 |
| Feb 8, 2026 | 164 |
| Nov 2, 2026 | 457 |
| Feb 6, 2027 | 106 |
| Nov 2, 2027 | 916 |
Stock Options (CHRO)
| Grant | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration | Vesting |
|---|---|---|---|---|---|
| Non-qualified option | 353 | 177 | $287.79 | Mar 2, 2029 | 1/3 annually |
Equity Ownership & Alignment
| Ownership Item | Value |
|---|---|
| Shares Beneficially Owned | 115 |
| Rights to Acquire (within 60 days) | 1,908 |
| Total Beneficial + Rights | 2,023 |
| Percent of Class | <1% |
| Unvested RS (Dec 31, 2024) | 2,695 shares; market value $1,228,192 at $455.73 |
| Unearned PSUs (max outstanding) | 2,500 units; payout value $1,139,325 at $455.73 |
| Options outstanding | 353 exercisable, 177 unexercisable; terms above |
| Ownership Guidelines | 2x base salary for CHRO; compliance “Yes” (as of Dec 31, 2024) |
| Hedging/Pledging | Prohibited (no margin accounts or pledging) |
Employment Terms
- Severance agreement: 12 months of base salary upon termination without cause, contingent on release and covenant compliance; change-in-control severance governed by separate double-trigger agreement .
- Change-in-control (double-trigger): Lump sum = 2x highest base salary + annual bonus over any consecutive 12-month period in prior 3 years; plus 2 years of medical, life, and LTD benefits (CIC totals example for CHRO ~$3.45M including equity/benefits at 12/31/2024 assumptions) .
- Equity acceleration:
- PSUs: CIC payout prorated to grant→CIC date based on TSR vs PSU Group; paid at CIC .
- RS: Pre-2024 awards pro-rata on death/disability/retirement; 2024 and 2025 awards accelerate on death/disability (and retirement >1 year post grant for 2025 awards); all RS accelerate on CIC .
- Options: Unvested options vest at CIC; committee may cash-out; standard post-termination exercise provisions apply .
- Non-compete & non-solicit: RS agreements restrict employment with U.S. LTL competitors for 1 year (extendable by Saia for an additional year with salary payment); non-solicit of customers and talent for 2 years .
- Clawbacks: Nasdaq-compliant Clawback Policy and broader Incentive Compensation Recovery Policy for misconduct or restatements (3-year recovery window) .
- Deferred compensation: Executive contributions $58,327, company contributions $31,000; aggregate balance $167,609 (2024) .
- Perquisites (2024): $4,056 personal benefits, $9,831 car allowance, $10,350 401(k) company contribution, $31,000 deferred comp company contribution, $2,322 life insurance premiums .
- No tax gross-ups; no option repricing or below-market option grants .
Investment Implications
- Pay-for-performance linkage: Norwood’s variable compensation is tightly tethered to Operating Income and Operating Ratio (annual cash), plus 3-year relative TSR (PSUs). The 2024 underperformance (OI $482.2M; OR 85.0%) eliminated annual bonuses, reinforcing discipline and reducing near-term selling pressure from cash incentives .
- Equity alignment with guardrails: CHRO meets 2x salary ownership guideline; hedging and pledging are prohibited; robust clawbacks apply—positive for alignment and downside governance risk mitigation .
- Vesting overhang and potential supply: Multiple RS tranches vest across 2025–2027 and PSUs historically paid at 200% (including 2022–2024 in Feb 2025). These events can create episodic selling windows; monitor Form 4 activity around listed vest dates and PSU payout periods .
- Retention risk moderate: Standard 12‑month salary severance and double-trigger CIC economics (2x salary+bonus) with restrictive covenants provide retention stability; non-compete/non-solicit terms add friction to departure, lowering near-term transition risk .
- Governance and peer benchmarking: High say-on-pay approval (96.6%) and use of Mercer with independence safeguards, peer-based pay set near the 50th percentile, and explicit ESG-linked hiring pool diversity stakes suggest compensation oversight that aligns with investor expectations, reducing compensation-related headline risk .