Matthew J. Batteh
SAIAAbout Matthew J. Batteh
Matthew J. Batteh is Executive Vice President, Chief Financial Officer, and Secretary of Saia, appointed May 13, 2024; he is 35, has been with Saia since 2015, and holds a B.S. in Finance (Auburn) and an MBA (Emory) . His remit spans finance, pricing, accounting, and treasury and he is credited with developing core financial analysis processes at Saia . During his current tenure period, Saia reported 2024 operating income of $482.2 million and net income of $362.1 million, with cumulative TSR value of $489.40 on a fixed $100 base (company-level performance) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Saia, Inc. | Executive Vice President & CFO & Secretary | 2024–present | Leads finance, pricing, accounting, treasury; developed core financial analysis processes |
| Saia, Inc. | Vice President, Finance | 2023–2024 | Senior finance leadership prior to CFO |
| Saia, Inc. | Vice President, Pricing & Analytics | 2020–2023 | Led pricing and analytics functions |
| Saia, Inc. | Pricing/Financial Analysis roles | 2015–2020 | Various roles in planning, pricing, and financial analysis |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Large transportation & logistics provider | Planning, pricing, and operations roles | Pre-2015 | Early career experience in planning and pricing in transportation |
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base Salary ($) | $399,217 |
| Perquisites & Other Personal Benefits ($) | $1,300 (club dues, fuel, tax prep reimbursements) |
| Car Allowance ($) | $9,831 |
| Company 401(k) Contributions ($) | $10,350 |
| Company Deferred Comp Contributions ($) | $27,298 |
| Life Insurance Premiums ($) | $441 |
| Total Fixed Compensation Components ($) | $49,220 (sum of rows above excluding base salary, per proxy “All Other Compensation”) |
Notes:
- Saia provides customary benefits incl. medical, disability, life insurance, 401(k), and a non-qualified deferred compensation plan (Capital Accumulation Plan) .
Performance Compensation
Annual Cash Incentive – Plan Design and 2024 Outcome
| Item | 2024 |
|---|---|
| Target Bonus % of Base | 75% |
| Payout Curve (as % of Base) | Threshold 18.8%; Target 75.0%; Max 150.0% |
| Metric Weighting | 50% Operating Income; 50% Operating Ratio |
| Operating Income Targets ($mm) | Threshold $509.4; Target $589.2; Max $695.6 |
| Operating Ratio Targets | Threshold 84.8%; Target 82.4%; Max 79.2% |
| Actuals | Operating Income $482.2mm; Operating Ratio 85.0% |
| 2024 Payout | $0 (below threshold on both metrics) |
Diversity modifier: If ≥90% of director-level-and-above interview pools lack at least one diverse candidate, NEO payouts reduced by 10 percentage points (plan design) .
Long-Term Equity – PSU Structure
| Feature | Details |
|---|---|
| LTI Mix | 50% PSUs; 50% RS |
| PSU Metric | 3-year TSR vs broader transportation PSU group |
| Payout Grid | 25th percentile=25%; 50th=100%; 75th+=200%; interpolation; negative absolute TSR halves payout |
| CFO 2024 PSU Grant | Granted 2/6/2024: Threshold 59; Target 235; Max 470 shares |
| Performance Period & Payout Date | 2024–2026; paid Feb 2027 |
PSU group constituents include major trucking/logistics names (e.g., XPO, Old Dominion, UPS, FedEx, Schneider, Knight-Swift, J.B. Hunt, etc.) .
Long-Term Equity – Restricted Stock (RS)
| Grant Date | Shares | Vesting Schedule | Grant-Date Fair Value ($) |
|---|---|---|---|
| 2/6/2024 | 235 | 1/3 on 2/6/2025; 1/3 on 2/6/2026; 1/3 on 2/6/2027 | $124,729 |
| 5/13/2024 | 1,364 | 25% on 5/13/2027; 25% on 5/13/2028; 50% on 5/13/2029 | $549,719 |
Change-in-control: RS immediately vests upon change of control (per 5/13/2024 CFO grant terms) .
2024 Equity Vesting/Exercises and Deferred Comp
| Item | 2024 |
|---|---|
| Shares Acquired on Vesting (Stock Awards) | 1,117 |
| Value Realized on Vesting ($) | $602,505 |
| Executive Contributions to Deferred Comp ($) | $0 |
| Company Contributions to Deferred Comp ($) | $27,298 |
| Aggregate Earnings on Deferred Comp ($) | $21,561 |
| Aggregate Deferred Comp Balance ($) | $279,320 |
Equity Ownership & Alignment
| Ownership Item | Amount/Status |
|---|---|
| Shares Beneficially Owned | 765 |
| Rights to Acquire within 60 Days | 3,271 |
| Total (incl. rights) | 4,036 |
| Shares Outstanding (reference) | 26,598,512 (as of Jan 15, 2025) |
| Ownership % of Shares Outstanding (incl. rights) | ~0.015% (=4,036 / 26,598,512) |
| Shares Held Under Deferral Plans | 334 |
| RS Unvested (Dec 31, 2024) | 2,070; market value $943,361 (at $455.73) |
| PSUs Unearned (Max Potential across cycles) | 2,076; market/payout value $946,095 (at $455.73) |
| Stock Options Outstanding | 1,110 @ $100.20 (exercisable, exp 2/6/27); 500 @ $200.81 (exercisable, exp 2/11/28); 313 exercisable/157 unexercisable @ $277.86 (exp 2/7/29) |
| Ownership Guidelines (CFO) | 2.5× salary; executives must comply within 5 years |
| Compliance Status | Yes, as of Dec 31, 2024 |
| Hedging/Pledging Policy | Prohibited (no short sales, derivatives, hedging; no margin accounts or pledging) |
| Clawbacks | Nasdaq-compliant Clawback Policy + broader Incentive Compensation Recovery Policy |
Note: Market values above use $455.73 closing price on Dec 31, 2024 .
Upcoming vesting events that could influence supply/liquidity:
- 2/6/2025: RS 78 shares; 2/7/2025: 195 shares; 2/8/2025: 138 shares .
- 2/6/2026: 78 shares; 2/8/2026: 138 shares .
- 2/6/2027: 79 shares; 5/13/2027: 341 shares; 5/13/2028: 341 shares; 5/13/2029: 682 shares .
Employment Terms
| Provision | Terms |
|---|---|
| Severance Agreement (non-CIC) | If terminated without cause: severance equals 12 months of base salary (contingent on release & covenant compliance) |
| Executive Severance (Change in Control) | Double-trigger: if CIC followed within 2 years by qualifying termination or resignation for good reason → lump sum cash equal to 2× highest salary+bonus in any consecutive 12 months of prior 3 years; 2 years of benefits continuation; options vest on CIC |
| Non-compete/Non-solicit | RS agreements restrict working for U.S. LTL competitors until 1 year after termination; non-solicit of customers/employees for 2 years; Company may extend non-compete one additional year with an extra year of base salary |
| IP/Confidentiality | Non-disclosure and IP protections in RS and related agreements |
| Life Insurance | $500,000 policy for CFO; paid premiums by Company noted above |
| Clawbacks | Recovery policy for restatements or “Improper Conduct” |
Illustrative potential payments as of 12/31/2024 (assume $455.73 share price):
- Termination without cause/good reason: $1,085,495 total (Severance $435,000; PSUs $606,425; Capital Accumulation Plan $44,070) .
- Disability: $6,982,117 (includes options $567,280; RS $97,072; PSUs $606,425; benefits incl. disability/health $5,621,396; CAP $89,945) .
- Death: $1,860,721 (includes life insurance $500,000; options $567,280; RS $97,072; PSUs $606,425; CAP $89,945) .
- Change-in-control with qualifying termination: $4,322,135 (Severance $2,114,161; PSUs $677,822; options $567,280; RS $905,128; health/life/disability $57,744) .
Compensation Structure Analysis
- Mix and leverage: CFO target bonus 75% of base (approx. 50th percentile), LTI target 125% of base (between 25th–50th percentile); all LTI delivered in PSUs/RS (no options in 2024 grants) .
- Pay-for-performance: 2024 bonus paid $0 due to below-threshold operating income/ratio, evidencing downside sensitivity .
- Governance guardrails: No hedging/pledging; no single-trigger cash CIC; no option repricing; no tax gross-ups; clawbacks in place .
- Peer benchmarking: Compensation targeted around market medians with peer set spanning trucking/logistics (e.g., XPO, Old Dominion, Schneider) .
Performance & Track Record
- Appointment rationale: Recognized for strong grasp of LTL complexities and building core financial analysis processes; promoted to lead finance/pricing/accounting/treasury .
- Company performance context (2024): Operating income $482.2mm; net income $362.1mm; TSR value $489.40 (fixed $100); peer group TSR $133.76 .
- Say-on-pay support: 96.6% approval in 2024, indicating investor endorsement of compensation practices .
Equity Ownership & Alignment – Stock Ownership Guidelines
| Role | Multiple of Salary | Compliance as of 12/31/2024 |
|---|---|---|
| CFO (Matthew J. Batteh) | 2.5× | Yes |
Executives must reach guideline within 5 years; until met, encouraged to retain 75% of after-tax realized value from option exercises/PSU payouts/RS vestings .
Compensation Peer Group (for benchmarking)
| Company | Segment | 2023 Revenues ($mm) |
|---|---|---|
| XPO, Inc. | Trucking | 7,744 |
| Knight-Swift Transportation | Trucking | 7,142 |
| Old Dominion Freight Line | Trucking | 5,866 |
| Schneider National | Trucking | 5,499 |
| Landstar System | Trucking | 5,303 |
| ArcBest | Trucking | 4,483 |
| Hub Group | Air Freight & Logistics | 4,203 |
| RXO | Trucking | 3,927 |
| Werner Enterprises | Trucking | 3,283 |
| Matson | Marine | 3,095 |
| Kirby | Marine | 3,092 |
| ATSG | Air Freight & Logistics | 2,071 |
| Universal Logistics | Trucking | 1,662 |
| Forward Air | Air Freight & Logistics | 1,645 |
| Marten Transport | Trucking | 1,131 |
| Saia | Trucking | 2,881 |
Investment Implications
- Alignment and retention: Significant unvested RS/PSU exposure and stock ownership guideline compliance support alignment; non-compete/non-solicit covenants and 12-month severance mitigate near-term retention risk .
- Event calendar: Material vesting dates in Feb 2025/2026/2027 and May 2027/2028/2029 could create episodic supply as awards vest; monitor for potential 10b5-1 plans or Form 4 activity around these events .
- Pay-for-performance signal: Zero annual bonus in 2024 demonstrates adherence to operating thresholds; LTI tied to relative TSR embeds external performance discipline .
- CIC economics: Double-trigger CIC at 2× salary+bonus with immediate equity vesting presents standard market protection; limited governance red flags (no single-trigger cash, no repricing, no tax gross-ups, hedging/pledging prohibited) lower compensation-risk profile .