Di-Ann Eisnor
SAIAAbout Di-Ann Eisnor
Di-Ann Eisnor, 52, has served on Saia’s Board since 2017 and is currently Chief Strategy Officer of WakeCap Technologies; she is an independent director and chairs the Compensation and Human Capital Committee while also serving on the Audit Committee . Her background spans technology and growth roles at Waze (Alphabet), The We Company (WeWork), Platial, and Journey Builders/Crews by Core (acquired by WakeCap in 2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WakeCap Technologies | Chief Strategy Officer | Current | IoT enterprise solutions for construction; safety/productivity focus |
| Journey Builders, Inc. d/b/a Crews by Core | Co-founder & CEO | 2019–2024 | Venture-backed construction labor marketplace; acquired by WakeCap in 2024 |
| The We Company (WeWork) | Executive | Feb 2019–Oct 2019 | Real estate leasing and related platform |
| Waze Inc. (Alphabet) | Director of Growth; founded U.S. office | 2009 onward (prior role) | Crowd-sourced navigation; marketing and growth expertise |
| Platial Inc. | Co-founder & CEO | Prior | User-generated cartography platform |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CXApp Inc. (NASDAQ: CXAI) | Director | Current | Public company directorship; no specific committee disclosed |
Board Governance
- Committee assignments: Audit Committee member; Compensation and Human Capital Committee Chair .
- Independence: Board determined in Jan 2025 that Eisnor and other non-employee directors are independent under Nasdaq rules .
- Attendance: Board met six times in 2024; each director attended at least 75% of Board/Committee meetings; all directors attended the 2024 annual meeting .
- Lead Independent Director: Randolph W. Melville served as Lead Independent Director in 2024, with defined responsibilities for independent director sessions and agenda setting .
- Policies: Majority voting in uncontested elections; prohibition on hedging/pledging/margin accounts; clawback policies compliant with Nasdaq; directors may not serve with competitors .
- Related-party oversight: Audit Committee administers related party policy; no related party transactions required disclosure since Jan 1, 2024; standard director indemnification agreements in place .
Fixed Compensation
| Component | 2024 Terms | Eisnor’s 2024 Amounts | 2025 Changes |
|---|---|---|---|
| Annual cash retainer | $65,000 | Elected stock in lieu of cash; 246 shares in lieu of $97,500 cash fees (captured in “Stock Awards”) | Increased to $75,000 effective after Apr 2025 annual meeting |
| Committee chair fees | Compensation & Human Capital Committee Chair: $15,000 | Included within the $97,500 elected for stock in lieu of cash | No change disclosed beyond base retainer |
| Committee member fees | Audit Committee Member: $10,000 | Included within the $97,500 elected for stock in lieu of cash | No change disclosed beyond base retainer |
| Meeting fees | None | N/A | N/A |
| Annual director equity grant | Restricted stock targeted at $160,000 (301 shares issued May 1, 2024; one-year cliff vest) | Stock Awards: $216,612 total (includes 301 RS + 246 shares issued in lieu of cash fees) | 318 RS shares to be issued May 1, 2025 (target $160,000 using Feb 5, 2025 close) |
Performance Compensation
- Director equity terms: Annual restricted stock grants vest on a one-year cliff, with change-in-control acceleration; directors can elect to receive up to 100% of retainers in stock (valued at grant date) .
- As Compensation and Human Capital Chair, Eisnor oversees executive pay metrics; for 2024, annual cash incentives were split 50% operating income and 50% operating ratio, with no payout due to below-threshold performance .
| Executive Annual Incentive Metrics (2024) | Threshold | Target | Maximum | Actual |
|---|---|---|---|---|
| Operating income (50% weight; $mm) | $509.4 | $589.2 | $695.6 | $482.2 |
| Operating ratio (50% weight) | 84.8% | 82.4% | 79.2% | 85.0% |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other public boards | CXApp Inc (NASDAQ: CXAI) |
| Committee interlocks | None reported for Compensation Committee; no executive officer interlocks in 2024 |
| Competitor service prohibition | Directors may not serve with competitors under Corporate Governance Guidelines |
Expertise & Qualifications
- Technology and growth leadership across navigation, real estate platforms, and user-generated content; entrepreneurial experience in building and marketing services relevant to transportation/logistics innovation .
- Committee leadership: Chairs Compensation and Human Capital; member of Audit—positions aligned with oversight of pay, human capital, risk, and financial reporting .
Equity Ownership
| Holder | Shares Beneficially Owned | Rights to Acquire within 60 days | Total | % of Class | Deferral Plan Units |
|---|---|---|---|---|---|
| Di-Ann Eisnor | 5,243 | — | 5,243 | <1% | — |
- Director stock ownership guidelines: 5x annual retainer with three-year compliance window; all non-employee directors met objectives; deferral plan units count toward guidelines; directors are restricted from selling shares until compliant .
- Anti-hedging/pledging policy applies to directors (no derivatives, margin accounts, or pledging) .
- 2024 director RS holdings: The 301 RS shares granted May 1, 2024 were the only restricted stock held by non-employee directors at year-end (one-year cliff vest) .
Insider Trades
| Date | Transaction | Shares | Price | Source |
|---|---|---|---|---|
| Nov 1, 2024 | Sale | 375 | $491.99 | |
| Nov 5, 2024 filing | Form 4 (Statement of Changes in Beneficial Ownership) | 375 (sale) | As filed | |
| Nov 1, 2024 (summary) | Insider roster entry | 5,243 (owned) | n/a |
Governance Assessment
- Strengths: Independent status; leadership as Compensation and Human Capital Committee Chair; high say-on-pay support (96.6% in 2024), indicating investor endorsement of pay structures she oversees . Director ownership alignment is reinforced by equity retainer, election to receive stock in lieu of cash ($97,500), and strict anti-hedging/pledging policies .
- Oversight quality: Clear use of operating income and operating ratio in incentives; robust clawback policies; majority voting; active board evaluations and independent director executive sessions .
- Conflicts and interlocks: No related-party transactions disclosed; Mercer retained as independent compensation consultant with conflict safeguards; Marsh USA brokerage relationship monitored with independence conclusion—no conflict found .
- Watch items: Time commitments appear within guidelines (no more than three other public boards; she serves on one); 2024 attendance threshold met at ≥75% across directors, but not disclosed as 100%—monitor continued engagement levels .
RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, option repricing, or tax gross-ups; no committee interlocks; say-on-pay support robust .