Donald R. James
SAIAAbout Donald R. James
Independent director of Saia, Inc. since 2021; age 52. Currently Chief Executive Officer of Solero Technologies, LLC (since April 2022), with prior senior roles at Joyson Safety Systems (President of the Americas, 2019–2021) and Continental AG (various leadership positions, including VP Hydraulic Brake Systems North America, 2017–2019). Core credentials include technology, alternative fuels, vehicle safety/autonomy, and sustainability initiatives; determined independent under Nasdaq rules in January 2025. Education not disclosed in the proxy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Solero Technologies, LLC | Chief Executive Officer | Apr 2022–present | Leads global supplier of solenoids, accumulators, control modules; experience in sustainability and green initiatives |
| Joyson Safety Systems | President, Americas | 2019–2021 | Led safety components/systems provider for auto/non-auto markets |
| Continental AG | VP Hydraulic Brake Systems, North America; various roles since 2005 | 2017–2019; 2005–2017 | Technology development and production; automotive safety focus |
External Roles
| Type | Organization | Role | Tenure |
|---|---|---|---|
| Operating role | Solero Technologies, LLC | Chief Executive Officer | Apr 2022–present |
| Public company directorships | None | — | — |
Board Governance
- Committee memberships: Audit Committee; Nominating & Governance Committee; not a committee chair .
- Audit Committee held 5 meetings; Compensation & Human Capital held 6; Nominating & Governance held 3; Board held 6 in 2024. Each director attended at least 75% of applicable meetings; independent director executive sessions occur at each regular Board meeting and are chaired by the Lead Independent Director (2024 LID: Randolph W. Melville) .
- Independence: Determined independent by the Board in January 2025 .
- Governance practices: Majority voting in uncontested elections; stock ownership guidelines; clawback policies (executives); prohibition on hedging/pledging/margin accounts for directors and covered employees .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer (2024) | $65,000 | No per-meeting fees; increased to $75,000 effective after Apr 2025 annual meeting |
| Audit Committee member fee (2024) | $10,000 | Member fee (Chair fee is $15,000; not applicable) |
| Nominating & Governance member fee (2024) | $7,500 | Member fee (Chair fee is $10,000; not applicable) |
| Total cash fees earned (2024) | $82,500 | Sum of retainer + committee member fees |
Performance Compensation
| Equity Component | Grant Date | Shares | Grant Value | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted stock (annual) | May 1, 2024 | 301 | $160,000 (program target; individual grant value reported: $119,196) | One-year cliff; earlier vest if service ends (other than for cause) or upon change-in-control | Standard non-employee director grant; James did not elect stock in lieu of cash |
| Restricted stock (planned) | May 1, 2025 (issuance) | 318 | $160,000 (based on Feb 5, 2025 close) | One-year cliff | Approved Jan 30, 2025 for all non-employee directors |
No director performance metrics (e.g., TSR or operating targets) are tied to non-employee director equity grants; awards are time-based RS with one-year vesting for directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None |
| Committee interlocks (Compensation Committee) | None in 2024; no Saia executive served as director of companies where Compensation Committee members were executives |
Expertise & Qualifications
- Technology, alternative fuels, vehicle safety/autonomy, sustainability/green initiatives; commercial vehicle relevance .
- Board-wide governance context: Board includes audit financial experts (Epps, S. Ward); James not designated as financial expert .
Equity Ownership
| Holder | Shares Beneficially Owned | Deferral Plan Units | Percent of Class | Notes |
|---|---|---|---|---|
| Donald R. James | 1,370 | 0 | <1% | Ownership guidelines require 5x annual retainer within 3 years; all non-employee directors are in compliance . Hedging/pledging/margin accounts prohibited . |
Director Compensation (2024 detail)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Donald R. James | $82,500 | $119,196 | $201,696 |
Governance Assessment
- Board effectiveness and independence: James serves on Audit and Nominating & Governance; Board determined he is independent; majority voting and regular executive sessions bolster accountability .
- Alignment: Director pay emphasizes equity via annual RS grants; James received $119,196 in stock awards vs $82,500 cash in 2024; director stock ownership guidelines at 5x retainer with full compliance reported; hedging/pledging prohibited .
- Attendance and engagement: Board met 6 times; each director met at least 75% attendance; Audit/NomGov committee activity levels indicate ongoing oversight; all directors attended the 2024 annual meeting .
- Conflicts and related-party exposure: Company reports no related-party transactions requiring SEC disclosure since Jan 1, 2024; indemnification agreements in place. Mercer (comp consultant) independence affirmed despite MMC affiliate Marsh USA providing insurance brokerage services ($1.9M fees in 2024); Compensation Committee concluded no conflicts .
- Shareholder signals: Say-on-Pay approved by 96.6% in 2024, indicating strong support for compensation governance (contextual signal for overall pay practices) .
RED FLAGS: None disclosed specific to James. Potential perception risk from consultant affiliation via MMC (Marsh USA) mitigated by formal independence assessment and controls; no related-party transactions reported; hedging/pledging prohibited; majority voting enhances accountability .
Notes on Policies Relevant to Directors
- Stock Ownership Guidelines: Non-employee directors must reach 5x annual retainer within 3 years; compliance achieved across the board .
- Hedging/Pledging: Prohibited for directors and covered employees; margin accounts disallowed .
- Majority Voting: Uncontested elections require “for” votes to exceed “against” for election; resignation policy applies if majority not achieved .
- Indemnification: Company indemnifies directors to fullest extent under Delaware law; standard D&O coverage in place .