Kevin A. Henry
SAIAAbout Kevin A. Henry
Kevin A. Henry (age 57) has served as an independent director of Saia, Inc. since 2021. He is Executive Vice President and Chief People Officer at PulteGroup, Inc. (since June 2023), bringing deep human capital expertise from prior senior HR leadership roles at BlueLinx, Extended Stay America, Snyder’s-Lance, and Coca-Cola Bottling Co. Consolidated. He serves on Saia’s Audit and Compensation & Human Capital Committees, and the Board has affirmed his independence under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PulteGroup, Inc. | Executive Vice President & Chief People Officer | Since June 2023 | Human capital leadership, organizational development |
| BlueLinx Holdings Inc. | Chief People Officer | Mar 2022 – Jun 2023 | HR leadership for building products distributor |
| Extended Stay America | EVP & Chief Human Resources Officer | 2014 – 2022 | HR leadership in hospitality |
| Snyder’s-Lance, Inc. | SVP & Chief HR Officer | 2010 – 2014 | Employee relations, talent management |
| Coca-Cola Bottling Co. Consolidated | Chief HR Officer (2007–2010); SVP HR (2001–2007) | 2001 – 2010 | Enterprise HR leadership |
External Roles
| Organization | Role | Public Company Board? | Notes |
|---|---|---|---|
| PulteGroup, Inc. | EVP & Chief People Officer | No | Operating role; not a PulteGroup director |
Board Governance
- Independence: Determined independent in January 2025; not an employee or former executive of Saia .
- Committees: Audit; Compensation & Human Capital; not a committee chair .
- Attendance: The Board met 6 times in 2024; each director attended at least 75% of Board/committee meetings during service. Audit met 5 times; Compensation & Human Capital met 6 times; executive sessions of independent directors occur at each regular Board meeting .
- Board structure: Separate Chair/CEO; Lead Independent Director (Randolph W. Melville) .
- Related-party transactions: None requiring disclosure since Jan 1, 2024 .
- Policies: Hedging/pledging prohibited; clawback policies in place .
Fixed Compensation (Director)
| Component | 2024 Terms | 2025 Update | Notes |
|---|---|---|---|
| Annual cash retainer | $65,000 | $75,000 (effective after Apr 2025 meeting) | Aligned to market per Mercer review |
| Committee fees | Audit Chair $15,000; Audit Member $10,000; Comp&HCM Chair $15,000; Comp&HCM Member $7,500; NomGov Chair $10,000; NomGov Member $7,500 | Unchanged disclosed | No meeting fees |
| Henry’s 2024 cash election | Elected to take stock in lieu of $82,500 cash fees (208 shares) | N/A | In lieu of retainer/committee fees |
| Total 2024 director compensation (Henry) | Fees in cash: $0; Stock awards: $201,564; Total: $201,564 | N/A | Stock awards include equity grant and shares in lieu of cash |
Performance Compensation (Director)
| Grant Type | Grant Date | Shares/Value | Vesting / Terms | Notes |
|---|---|---|---|---|
| Annual restricted stock (non-employee directors) | May 1, 2024 | 301 shares (target value $160,000 using 2/6/2024 close) | One-year cliff vest; earlier vesting on service cessation (other than for cause) or change in control | Granted under 2018 Omnibus Plan |
| Shares in lieu of 2024 cash fees (Henry) | May 1, 2024 | 208 shares (in lieu of $82,500) | Shares issued; Henry elected deferral (see below) | Included in “Stock Awards” |
| 2025 planned grant (non-employee directors) | To be issued May 1, 2025 | 318 shares (target $160,000 using 2/5/2025 close) | Standard director RS terms | Approved Jan 30, 2025 |
- Deferral elections: Henry elected to defer receipt of shares under the Directors’ Deferred Fee Plan in 2024; non-employee directors can defer fees/stock into stock-tracking units .
Other Directorships & Interlocks
| Company | Current Public Board Seat | Interlock/Conflict |
|---|---|---|
| None disclosed | None | Compensation Committee interlocks: none; None of the Compensation & Human Capital Committee members (including Henry) served as an officer of a company where a Saia executive served as a director in 2024 |
Expertise & Qualifications
- Human capital management, organizational development, and employee relations; prior CHRO/people leadership across industrial, hospitality, and consumer sectors .
- Committee service aligns with expertise: Compensation & Human Capital; also serves on Audit (broad governance exposure) .
Equity Ownership
| Item | Amount / Status |
|---|---|
| Beneficial ownership (as of Jan 15, 2025) | 0 shares beneficially owned; 0 rights to acquire within 60 days; Percent of class: <1% |
| Deferred stock units (Director Deferred Fee Plan) | 2,399 units (stock-settled upon termination) |
| Ownership guidelines (directors) | Required holdings equal to 5x annual retainer within 3 years; units count toward compliance; all non-employee directors have met objectives within 3 years |
| Hedging/Pledging | Prohibited (no short sales, derivatives, pledging, or margin accounts) |
| Sources |
Governance Assessment
- Strengths: Independent status; dual committee service (Audit, Compensation & Human Capital) enhances oversight breadth; evidence of engagement (>=75% attendance and participation in executive sessions) . Strong alignment via equity—elected stock in lieu of cash; deferred equity units; subject to robust hedging/pledging prohibitions and clawback policies . No related-party transactions; no compensation committee interlocks .
- Considerations: Direct beneficial share ownership listed as zero (ownership primarily via deferred units and annual RS grants), though directors are required to meet 5x retainer ownership within three years and the company reports all non-employee directors met objectives—mitigating alignment concerns .
- Shareholder sentiment signal: Strong 2024 Say-on-Pay support (96.6%) indicates broad investor confidence in Saia’s pay governance framework overseen by the Compensation & Human Capital Committee (of which Henry is a member) .
No red flags identified: No disclosed related-party transactions; no hedging/pledging; no tax gross-ups or option repricing in director program; consultant independence affirmed (Mercer) for compensation matters .