Donna E. Epps
SAIAAbout Donna E. Epps
Independent director at Saia since 2019; age 60. Former Deloitte LLP partner with 31+ years at the firm across attest and risk advisory; recognized by Saia as an “audit committee financial expert.” Currently serves on Saia’s Audit Committee and the Nominating & Governance Committee; the Board determined in January 2025 that she is independent under Nasdaq rules. Board held six meetings in 2024 and each director attended at least 75% of Board/committee meetings; all directors attended the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte LLP | Attest Partner | 1998–2003 | Audit/assurance leadership; foundation for “audit committee financial expert” designation |
| Deloitte LLP | Risk & Financial Advisory Partner | 2004–2017 (retired 2017) | Governance, risk and compliance advisory across industries |
External Roles
| Company | Ticker | Role | Tenure/Status |
|---|---|---|---|
| Texas Pacific Land Corporation | NYSE: TPL | Director | Current |
| Texas Roadhouse, Inc. | NASDAQ: TXRH | Director | Current |
Board Governance
- Committee assignments (current): Audit; Nominating & Governance. Not a chair (Audit Chair: Susan F. Ward; N&G Chair: Jeffrey C. Ward).
- Independence: Determined independent by the Board in Jan 2025 under Nasdaq rules.
- Financial expertise: Designated an “audit committee financial expert.”
- Attendance and engagement: Board met six times in 2024; each director attended ≥75% of applicable meetings; all directors attended the 2024 annual shareholders’ meeting. Executive sessions of independents are held at each regular Board meeting.
- Risk oversight context for her committees: Audit oversees accounting/financial reporting and compliance; Nominating & Governance oversees board effectiveness, ERM, and sustainability/climate risks.
- Board structure context: Separate Chair/CEO; Lead Independent Director role in place (2024 LID: Randolph W. Melville).
Fixed Compensation (Non-Employee Director Program)
| Element | 2024 Director Terms (USD) | Notes |
|---|---|---|
| Annual cash retainer | $65,000 | Increased to $75,000 effective after the April 2025 annual meeting |
| Lead Independent Director retainer | $30,000 | Additional to base |
| Chairman retainer | $125,000 | Additional to base |
| Audit Chair / Member | $15,000 / $10,000 | Per role |
| Compensation & Human Capital Chair / Member | $15,000 / $7,500 | Per role |
| Nominating & Governance Chair / Member | $10,000 / $7,500 | Per role |
| Annual equity grant (restricted stock) | Target value $160,000 | 301 shares granted May 1, 2024; 318 shares approved to be issued May 1, 2025, both sized off Feb closing prices |
| Meeting fees | None | No per-meeting fees; retainers only |
| Donna E. Epps – 2024 Director Compensation | Amount (USD) |
|---|---|
| Fees earned or paid in cash | $82,500 |
| Stock awards (grant date fair value) | $119,196 |
| Total | $201,696 |
- Equity instrument/vesting: Non-employee director grants are restricted stock with a one-year cliff; earlier vesting if board service ceases other than for cause or upon change in control. Directors may elect to receive retainers in stock; Epps did not elect in 2024 (only Eisnor, Gainor, Henry, J. Ward elected stock in lieu of cash).
Performance Compensation
- Non-employee directors do not receive performance-based equity (e.g., PSUs) or cash bonus metrics; annual equity is time-based restricted stock with one-year cliff vesting.
Other Directorships & Interlocks
- Current public company boards: Texas Pacific Land Corporation; Texas Roadhouse, Inc.
- Compensation Committee interlocks: None reported for 2024; no Saia executive served as a director of a company where a Saia compensation committee member was an executive.
- Related party transactions: None requiring disclosure since Jan 1, 2024; standard director indemnification agreements in place.
Expertise & Qualifications
- Audit, governance, risk and compliance expertise from 31+ years at Deloitte; qualifies as an “audit committee financial expert.”
- Skills aligned with Saia board matrix emphasis on financial/accounting and enterprise risk management.
Equity Ownership
| Holder | Shares Beneficially Owned | Rights to Acquire (≤60 days) | Total | % of Class | Shares Held Under Deferral Plans |
|---|---|---|---|---|---|
| Donna E. Epps | 1,884 | — | 1,884 | * (<1%) | 548 |
| Notes | Based on 26,598,512 shares outstanding (1/15/2025) | Director Deferred Fee Plan units convert to stock at termination |
- Director stock ownership guidelines: Directors must reach holdings equal to 5x annual retainer within three years; units in the Directors’ Deferred Fee Plan count; all non-employee directors have met their objective. Hedging/pledging prohibited.
Governance Assessment
- Board effectiveness and independence: Epps brings deep financial and risk oversight credentials, is designated an audit committee financial expert, and is independent under Nasdaq rules; her dual roles on Audit and Nominating & Governance embed her in both financial reporting oversight and board/ERM governance.
- Engagement: Attendance thresholds met (≥75%) at Board/committee level and full attendance at the 2024 annual meeting, supporting engagement.
- Alignment and incentives: Director pay structure is equity-heavy with annual restricted stock and no meeting fees; Epps’ 2024 mix ($119,196 stock; $82,500 cash) indicates meaningful equity alignment; ownership guidelines of 5x retainer and her deferred units further align interests.
- Conflicts and red flags: No related party transactions requiring disclosure in 2024; strong policies in place (clawback, anti-hedging/pledging); compensation consultant independence vetted by the Compensation & Human Capital Committee. No red flags disclosed regarding attendance shortfalls, related-party ties, pledging, or hedging.
- Shareholder signals: Say-on-pay support was 96.6% in 2024, a positive backdrop for board oversight of executive compensation.