John P. Gainor, Jr.
SAIAAbout John P. Gainor, Jr.
Independent director of Saia, Inc. since 2016; age 68. Former President & CEO of International Dairy Queen, Inc. (2008–2017), with 40+ years of logistics, supply chain, and transportation experience; currently serves on Saia’s Compensation and Human Capital Committee and the Nominating and Governance Committee; no current public company directorships .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| International Dairy Queen, Inc. | President & CEO | 2008–2017 | Led global multi-unit restaurant brand; deep supply chain oversight |
| International Dairy Queen, Inc. | Chief Supply Chain Officer | Pre-2008 (start at IDQ in 2003) | Directed logistics, procurement, distribution |
| Supply Solutions, Inc. | President & Co‑Founder | 2000–2003 | Designed and implemented supply chain solutions for major chains |
| Consolidated Distribution Corp.; AmeriServe Distribution Corp.; Warner‑Lambert Corp. | Executive roles (logistics/supply chain/transportation) | Not disclosed | Operational leadership across distribution and consumer sectors |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Bloomin’ Brands, Inc. (BLMN) | Director | Prior | Dates not disclosed |
| Jack in the Box Inc. (JACK) | Director | Prior | Dates not disclosed |
| TreeHouse Foods, Inc. (THS) | Director | Prior | Dates not disclosed |
| Public company boards (current) | — | None | No current public directorships |
Board Governance
- Committee assignments: Member, Compensation and Human Capital Committee; Member, Nominating and Governance Committee; not a chair (Compensation Chair: Di‑Ann Eisnor; Nominating Chair: Jeffrey C. Ward) .
- Independence: Designated independent; Board comprises a majority independent, with majority voting standard in uncontested elections .
- Attendance and engagement: Board met six times in 2024; each director attended at least 75% of Board/Committee meetings; all directors attended the 2024 annual meeting; independent director executive sessions occur at each regular Board meeting, led by the Lead Independent Director (Randolph W. Melville for 2024) .
- Risk oversight: Committees oversee risks per charters (Audit: financial/compliance; Nominating & Governance: board effectiveness/ERM/sustainability; Compensation & Human Capital: pay risk/human capital) .
- Policies: Prohibition against short sales, hedging, margin accounts and pledging of Saia stock applies to directors; Committee charters and governance guidelines available on Saia’s website .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $65,000 | No meeting fees |
| Compensation & Human Capital Committee member retainer | $7,500 | Member, not Chair |
| Nominating & Governance Committee member retainer | $7,500 | Member, not Chair |
| Cash fees taken as stock (2024) | $80,000 (202 shares) | Elected 100% of eligible cash retainers in stock |
| Total cash received (2024) | $0 | All eligible cash fees elected in stock |
| 2025 change | Annual cash retainer increased to $75,000 (effective post‑April 2025 meeting) | Market alignment based on Mercer review |
Performance Compensation
| Equity Award | Grant Date | Shares | Target Value | Vesting |
|---|---|---|---|---|
| Annual restricted stock grant (2024) | May 1, 2024 | 301 | $160,000 (determined off Feb 6, 2024 close) | One-year cliff; earlier vest on change-in-control or end of service (other than for cause) |
| Annual restricted stock grant (2025) | May 1, 2025 (to be issued) | 318 | $160,000 (determined off Feb 5, 2025 close) | One-year cliff per plan |
| Stock awards recognized (2024 total) | 2024 | — | $199,188 | Includes 301 RS shares + 202 shares in lieu of cash fees |
- Performance metrics: Director equity is time-based; no performance (TSR/EBITDA) metrics for director grants; Mercer advises on competitiveness of director pay program .
Other Directorships & Interlocks
- Compensation Committee interlocks: None in 2024; no Saia executive officer served as a director at companies where Compensation Committee members were executives during 2024 .
- Related-party transactions: None requiring disclosure since January 1, 2024; Audit Committee oversees and pre‑approves per policy .
Expertise & Qualifications
- Former public‑company CEO with deep franchise operations and global supply chain credentials; 40+ years in logistics, distribution, and transportation .
- Strategic and operational leadership aligned with Saia’s LTL, logistics, and network optimization priorities .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Shares beneficially owned (Jan 15, 2025) | 1,282 | Sole voting/investment power unless indicated |
| Rights to acquire within 60 days | 0 | As disclosed |
| Percent of class | <1% | Based on 26,598,512 shares outstanding |
| Director Deferred Fee Plan units | 17,718 | Payable in stock upon termination; value tracks Saia stock |
| Stock ownership guidelines | 5x annual retainer within 3 years; all non‑employee directors met objective; deferred units count toward guideline | |
| Hedging/pledging | Prohibited for directors |
Insider Trades (Form 4 – Alignment Signals)
| Date | Transaction | Shares | Price | Value |
|---|---|---|---|---|
| May 2, 2024 | Open‑market purchase | 500 | $407.00 | $203,500 |
| Aug 1, 2024 | Open‑market purchase | 382 | $392.565 | $149,960 |
Note: Insider purchases in 2024 reinforce ownership alignment alongside deferrals and annual RS grants .
Governance Assessment
- Strengths: Independent status; active committee participation (Compensation and Human Capital; Nominating & Governance); strong attendance; executive sessions; majority voting; robust anti‑hedging/pledging; clear related‑party review; independent compensation consultant advising director pay; meaningful equity alignment through RS grants, fee‑in‑stock elections, and substantial deferred units .
- Shareholder support: 2025 say‑on‑pay advisory vote received 24,657,144 “for,” 789,678 “against,” 9,790 “abstain” (broker non‑votes: 388,308), indicating strong support for Saia’s compensation program (director oversight via Compensation Committee) .
- RED FLAGS: None observed—no related‑party transactions; no committee interlocks; no pledging; attendance thresholds met; not overboarded; currently holds no other public company directorships reducing potential conflicts .
SOURCES: SAIA, Inc. 2025 Proxy Statement (DEF 14A) and 2025 8‑K Item 5.07 results .