Jeffrey C. Ward
SAIAAbout Jeffrey C. Ward
Jeffrey C. Ward (age 66) has served on Saia’s Board since 2006. He is a Vice President and Partner at Kearney, Inc., where he has focused on the North American transportation market since joining in 1991. The Board determined in January 2025 that Mr. Ward is independent under Nasdaq rules. His qualifications include expertise in transportation, corporate and marketing strategy, post-merger integration, restructuring, network operations, M&A and operations effectiveness .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kearney, Inc. | Vice President and Partner | Joined 1991; current role | Focus on North American transportation; strategy, PMI, network ops, M&A |
| Privately-held LTL company | Executive/Advisor (not specified) | Not disclosed | Industry experience cited among Board qualifications |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | Other public company directorships: None (current) |
Board Governance
- Committee assignments: Compensation and Human Capital; Nominating and Governance .
- Independence: Determined independent by the Board in January 2025 under Nasdaq rules .
- Attendance: Board met six times in 2024; each director attended at least 75% of Board and applicable Committee meetings; all directors attended the 2024 annual meeting of stockholders .
- Board leadership and practices: Separate Chair/CEO; Lead Independent Director (Randolph W. Melville for 2024); independent-only executive sessions at each regular meeting .
- Committee quality: Compensation and Human Capital Committee members (including Ward) are all non-employee directors; Committee reported no interlocks in 2024 .
Fixed Compensation
| Component | 2024 Program | 2025 Update |
|---|---|---|
| Annual cash retainer (non-employee director) | $65,000 | Increased to $75,000 effective after Apr 2025 annual meeting |
| Additional retainers | Chairman $125,000; Lead Independent Director $30,000; Audit Chair $15,000 / Member $10,000; Compensation & Human Capital Chair $15,000 / Member $7,500; Nominating & Governance Chair $10,000 / Member $7,500 | No other changes for 2025 |
| Annual equity grant | Restricted stock with $160,000 target value; number of shares set using closing price on Feb 6, 2024; 301 shares granted on May 1, 2024; one-year cliff vest (earlier vest on Board service end other than for cause or on change in control) | Restricted stock with $160,000 target value; 318 shares based on Feb 5, 2025 close; to be issued May 1, 2025 |
| Fees in stock (optional) | Directors can elect up to 100% of retainers in stock | Continued |
2024 Director Compensation – Mr. Ward
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Jeffrey C. Ward | — | 209,088 | 209,088 |
- Election to take fees in stock: Mr. Ward received 227 shares in lieu of $90,000 of cash fees; value included in Stock Awards column. He also received 301 restricted shares on May 1, 2024 per the annual grant .
Performance Compensation
- Saia does not use performance-based equity for non-employee directors; equity is time-vested restricted stock with one-year cliff vesting (accelerated upon qualifying separation or change in control) .
- No options or performance share units are granted to directors; directors may elect to take retainers in stock and may defer equity under the Directors’ Deferred Fee Plan .
| Grant Date | Instrument | Shares | Grant-Date Basis/Value | Vesting | Notes |
|---|---|---|---|---|---|
| May 1, 2024 | Restricted stock | 301 | Target value $160,000 using Feb 6, 2024 close | One-year cliff; earlier vest if service ends (not for cause) or upon change in control | Annual non-employee director grant |
| Various in 2024 | Common stock (in lieu of cash fees) | 227 | In lieu of $90,000 cash fees | Not applicable | Elected by Mr. Ward |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Compensation Committee interlocks | None in 2024; no Saia executive served as a director of an entity where Ward or other members served as an executive |
Expertise & Qualifications
- Core expertise: Transportation industry, corporate and marketing strategy, post-merger integration, restructuring/privatization, network operations, M&A, and operations effectiveness .
- Board-level skill contribution aligns with Saia’s desired competencies (strategic planning, trucking/logistics, enterprise risk, operations) per Board’s disclosed skill matrix framework .
Equity Ownership
| Holder | Shares Beneficially Owned | Rights to Acquire within 60 days | Total | % of Class | Shares Held Under Deferral Plans |
|---|---|---|---|---|---|
| Jeffrey C. Ward | 7,079 | — | 7,079 | * (<1%) | 56,600 |
- Director stock ownership guidelines: 5× annual retainer to be met within 3 years; deferred fee plan units count; all non-employee directors have met their objectives; directors may not sell shares earned as a director until compliant .
- Prohibitions: Short sales, hedging, and pledging/margining of Saia stock are prohibited for directors .
Governance Assessment
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Strengths and alignment:
- Independent, long-tenured director (since 2006) with deep transportation and M&A/operator expertise; active roles on Compensation & Human Capital and Nominating & Governance committees .
- Strong engagement signals: at least 75% meeting attendance; attendance at 2024 annual meeting; independent-only executive sessions each regular Board meeting .
- Pay-for-alignment: elected to take $90,000 of fees in stock; holds significant deferred units (56,600), reinforcing skin-in-the-game alongside beneficial ownership; hedging/pledging prohibited; director ownership guidelines met .
- Compensation governance: Director pay reviewed annually by independent consultant (Mercer); 2025 cash retainer modestly increased to remain market-competitive while equity target unchanged, maintaining equity weighting .
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Risk indicators and potential conflicts:
- Related-party transactions: none requiring disclosure since January 1, 2024; independence reconfirmed by Board in Jan 2025 .
- Committee interlocks: none reported for Compensation & Human Capital Committee in 2024 .
- Equity award design: time-based restricted stock (no options or performance shares) for directors is standard and low risk; change-in-control acceleration applies but is typical for director equity .
- Shareholder sentiment: Say-on-Pay received 96.6% support in 2024, signaling broad investor confidence in Saia’s compensation governance framework overseen by the Committee on which Ward serves .
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Overall view: Ward’s industry expertise, independence, equity-aligned compensation elections, and strong attendance support Board effectiveness. No disclosed conflicts, pledging/hedging, or related-party exposure; governance structures (majority voting, independent sessions, consultant usage) further mitigate risk .