Frederick J. Holzgrefe, III
SAIAAbout Frederick J. Holzgrefe, III
President & CEO of Saia since April 28, 2020; Director since 2019; age 57; prior roles include President & COO and CFO at Saia . Saia uses pay-for-performance anchored in operating income, operating ratio and relative TSR; CEO pay had strong shareholder support with 96.6% say‑on‑pay approval in 2024 . Company performance during his tenure shows cumulative TSR value of $489.40 on a $100 base in 2024 and Operating Income rising from $180.3M in 2020 to $482.2M in 2024; Net Income rose from $138.3M (2020) to $362.1M (2024) . Education is not disclosed in the proxy; prior experience noted broadly in food and technology businesses and banking/financial advisory services .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Saia, Inc. | President & Chief Executive Officer | 2020–Present | Recognized by Compensation Committee for managing industry consolidation and positioning significant real estate acquisitions; LTI target increased to 350% of base salary in 2024 |
| Saia, Inc. | President & Chief Operating Officer | 2019–2020 | Operational leadership in LTL operations (company emphasizes operating income and operating ratio as core metrics) |
| Saia, Inc. | Executive VP & Chief Financial Officer | 2017–2019; VP & CFO since 2014 | Financial leadership; alignment with stock ownership guidelines and performance incentives |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Various (food and technology businesses) | Executive/Finance roles | Not disclosed | Broad operational and financial experience in industrial and distribution-related businesses |
| Banking and financial advisory services | Finance/Advisory roles | Not disclosed | Financial advisory background supporting capital allocation discipline |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 875,000 | 910,000 | 946,000 |
| Annual Cash Incentive Paid ($) | 1,152,397 | 1,277,276 | — (no payout reported) |
| All Other Compensation ($) | 102,167 | 160,694 | 140,412 |
| Total Compensation ($) | 4,523,872 | 5,730,859 | 5,263,064 |
2024 Annual Cash Incentive opportunity (structure): threshold $260,150; target $1,040,600; maximum $2,081,200; plan is 50% Operating Income and 50% Operating Ratio .
Performance Compensation
| Component | Metric | Weighting | Target/Grant | Actual/Payout | Vesting/Performance Period |
|---|---|---|---|---|---|
| Annual Cash Incentive | Operating Income | 50% | Target $1,040,600 | 2024 Payout not reported (—) | Annual; forfeiture rules apply; CEO entitled to prorated target on certain terminations |
| Annual Cash Incentive | Operating Ratio | 50% | Target $1,040,600 (combined target across metrics) | 2024 Payout not reported (—) | Annual; same as above |
| PSUs (2024 grant) | Relative TSR vs PSU Group | 50% of LTI | 3,119 target units; grant-date FV $2,521,212 | Historic payouts: 200% of target for 2020–2022, 2021–2023, 2022–2024 cycles | 3-year period (2024–2026); payout February 2027 |
| Restricted Stock (2024 grant) | Time-based | 50% of LTI | 3,119 shares; grant-date FV $1,655,440 | N/A (time-based) | Vests ratably: 2/6/2025, 2/6/2026, 2/6/2027 |
| Stock Options (Outstanding) | Stock price appreciation | N/A | 2,154 @ $200.81 exp. 2/11/2028; 1,690 exercisable + 1,690 unexercisable @ $277.86 exp. 2/7/2029 | Intrinsic values vary; vest 1/3 annually | Per grant schedules; vesting accelerated under certain events |
PSU payout curve: 25th percentile TSR = 25% payout; 50th = 100%; 75th+ = 200%; negative TSR halves payout . PSU Group comprises 24 transportation companies (e.g., ODFL, UPS, FDX, UNP, XPO, KNX, CHRW) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Jan 15, 2025) | 22,783 total shares (4,016 owned + 18,767 rights to acquire within 60 days); <1% of class |
| Unvested Restricted Stock | 8,377 shares; market value $3,817,650 at $455.73 (12/31/2024) |
| Unearned PSUs (max) | 24,136 units; payout value $10,999,499 at $455.73 (12/31/2024) |
| Options Outstanding | 2,154 @ $200.81 exp 2/11/2028; 1,690 exercisable + 1,690 unexercisable @ $277.86 exp 2/7/2029 |
| Ownership Guidelines | CEO multiple: 5x salary; compliance: Yes |
| Hedging/Pledging | Prohibited: no short sales, derivatives, hedging, margin accounts, or pledging |
| Upcoming Vesting Milestones | RS vest dates: 2/6/2025 (1,039), 2/7/2025 (2,126), 2/8/2025 (1,566); 2/6/2026 (1,040), 2/8/2026 (1,566); 2/6/2027 (1,040) |
| Deferred Compensation (2023) | Aggregate balance: $3,309,107; 2023 exec contributions $192,151; company contributions $126,147 |
Note: Share values reflect closing price $455.73 on 12/31/2024 .
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | Dated March 5, 2020; effective April 28, 2020; two-year initial term renewing daily |
| Non‑Compete/Non‑Solicit | During employment and two years post‑termination; includes customer and employee non‑solicit |
| Severance (without cause or Good Reason) | Lump sum equal to 2x base salary; prorated target bonus with interest; 24 months of benefits; options fully exercisable for 2 years; RS with 1+ year holding vests pro rata over 3 years |
| Change‑in‑Control (double trigger) | Lump sum equal to 3x highest base salary + annual cash bonuses over any consecutive 12 months in prior 3 years; 3 years of benefits; all options vest and remain exercisable 2 years; applies only if termination within 2 years post‑CIC under qualifying conditions |
| Clawback Policies | Nasdaq‑compliant executive clawback policy and broader Incentive Compensation Recovery Policy for misconduct or restatements (3‑year lookback) |
| Tax Gross‑Ups | None |
Board Governance
- Director since 2019; not a member of Board committees; CEO and Chair roles are separated with Richard D. O’Dell as Chairman; Lead Independent Director in 2024 was Randolph W. Melville .
- Board committees (Audit; Compensation & Human Capital; Nominating & Governance) composed entirely of independent directors; majority independent board; board refreshment noted .
- Other public company boards for Holzgrefe: none .
Committee memberships relevant to compensation oversight (2025 nominees): Compensation & Human Capital Committee includes independent directors such as Di‑Ann Eisnor, Kevin A. Henry, John P. Gainor, Jr., Randolph W. Melville, Jeffrey C. Ward . Committee retains Mercer as independent consultant; CEO compensation approved by full Board on the committee’s recommendation .
Director Compensation (as Director)
- As a management director, Holzgrefe does not receive non‑employee director compensation; director retainers, committee fees, and deferred fee plan apply to non‑employee directors (details disclosed for others) .
Compensation Structure Analysis
- Pay mix emphasizes equity and performance: LTI split 50% PSUs (relative TSR, 3‑year) and 50% restricted stock (3‑year ratable vest); annual cash tied equally to operating income and operating ratio .
- CEO LTI target increased from 300% to 350% of base salary in 2024, approximating 50th percentile market—reflects confidence and retention objectives amid industry consolidation and real estate positioning .
- No single‑trigger CIC; no tax gross‑ups; prohibition on option repricing; robust clawbacks and anti‑hedging/pledging—reduces governance risk .
Performance & Track Record
| Year | TSR Value of $100 Investment ($) | Peer Group TSR ($) | Net Income ($) | Operating Income ($) |
|---|---|---|---|---|
| 2020 | 194.16 | 106.29 | 138,340,000 | 180,321,000 |
| 2021 | 361.93 | 120.41 | 253,235,000 | 335,141,000 |
| 2022 | 225.17 | 97.55 | 357,422,000 | 470,488,000 |
| 2023 | 470.60 | 130.87 | 354,857,000 | 460,496,000 |
| 2024 | 489.40 | 133.76 | 362,065,000 | 482,160,000 |
Pay versus performance (compensation actually paid) tracks TSR and operating fundamentals; PSU payouts have been at 200% of target for the last three cycles, indicating strong relative TSR performance through 2024 .
Equity Vesting & Insider Selling Pressure
- Near‑term RS vesting dates (2025–2027) and option vesting schedules could create mechanical supply around vest events; PSU payout for 2022–2024 paid February 2025 at 200% of target (company‑wide), adding potential stock delivery to executives . Anti‑hedging/pledging policies, ownership guidelines (5x salary, in compliance) and hold‑retention practices mitigate misalignment risk .
Compensation Peer Group (Benchmarking)
- Peer group (~½–3x Saia revenues) used for market assessment includes XPO, Knight‑Swift, Old Dominion, Schneider, Landstar, ArcBest, Hub Group, RXO, Werner, Matson, Kirby, ATSG, Universal Logistics, Forward Air, Marten; Saia revenue $2,881M listed in peer table .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: 96.6%; compensation program maintained due to strong support .
Employment & Contracts (Retention Risk)
- Automatic daily renewal of CEO contract and enhanced CIC multiples (3x salary+bonus and 3 years benefits) support retention but increase change‑of‑control cost; non‑compete/non‑solicit for two years post‑termination and severance tied to restrictive covenant compliance .
Board Service History and Dual‑Role Implications
- Board service since 2019; no committee roles; separate Chair and CEO structure with Lead Independent Director reduces concentration of power and mitigates independence concerns typical of CEO‑Chair dual roles . Board committees comprised entirely of independent directors further reinforce governance balance .
Risk Indicators & Red Flags
- Positive: no tax gross‑ups; no single‑trigger CIC; anti‑hedging/pledging; clawbacks .
- Structural retention features: higher LTI target (350% of salary) and 3x CIC cash multiple could be viewed as generous but market‑aligned per Mercer review .
Investment Implications
- Alignment: Strong relative TSR performance and PSU structure directly tie realized equity to shareholder returns; CEO meets ownership guidelines (5x salary), with strict anti‑hedging/pledging and clawbacks—supports pay‑for‑performance and risk mitigation .
- Retention/overhang: Multi‑year RS and PSU schedules and option tranches create predictable vesting calendars (2025–2027) that may add episodic stock supply; CIC terms (3x cash + 3 years benefits) imply meaningful change‑of‑control costs, but double‑trigger reduces unintended payouts .
- Trading signals: Historical PSU payouts at 200% suggest sustained TSR outperformance vs peers; monitor upcoming PSU measurement periods (2023–2025, 2024–2026) and RS vest dates for potential liquidity events .