Patrick D. Sugar
SAIAAbout Patrick D. Sugar
Patrick D. Sugar is Executive Vice President of Operations at Saia, Inc., a role he has held since March 2021 after joining Saia in December 2016 as Vice President of Linehaul and Industrial Engineering. He is 37, with responsibilities spanning network operations and industrial engineering; Saia discloses no education details in public filings. Company performance over his tenure shows revenue rising from $1.822B in FY2020 to $3.209B in FY2024, and EBITDA increasing over the same span; the company’s Pay-Versus-Performance TSR metric indicates a $100 investment value of $489.40 in 2024, underscoring strong long-term stock performance [GetFinancials]* .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Saia, Inc. | EVP, Operations | Mar 2021–present | Oversees operations/industrial engineering (impact narrative not separately disclosed) |
| Saia, Inc. | VP, Linehaul & Industrial Engineering | Dec 2016–Mar 2021 | Leads linehaul and industrial engineering (impact narrative not separately disclosed) |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in SEC filings | — | — | — |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 425,016 | 491,573 | 511,680 |
| Target Bonus (%) of Base | 80% | 80% | 80% |
| Actual Annual Incentive Paid ($) | 391,823 | 501,826 | 0 (no payment; below threshold) |
| All Other Compensation ($) | 53,608 | 68,854 | 71,698 |
| Total Compensation ($) | 1,473,748 | 2,280,611 | 1,874,271 |
Notes on All Other Compensation (2024): Perquisites & other $6,999; car allowance $9,831; 401(k) company contribution $10,350; deferred comp plan company contribution $44,032; life insurance premium $486 .
Performance Compensation
Annual Incentive Plan (2024)
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Operating Income ($mm) | 50% | 509.4 | 589.2 | 695.6 | 482.2 | 0% (below threshold) |
| Operating Ratio (%) | 50% | 84.8% | 82.4% | 79.2% | 85.0% | 0% (below threshold) |
Additional plan design:
- Payout curve: 25% at threshold, 100% at target, 200% at max; zero if below threshold .
- Diversity safeguard: annual incentive reduced by 10 percentage points if interview pools for 90%+ of director-level openings lack at least one diverse candidate .
Long-Term Incentives (Structure and 2024 Grants)
| Component | Weighting | Metric/Terms | 2024 Grant Detail | Payout/Vesting |
|---|---|---|---|---|
| Performance Stock Units (PSUs) | 50% of LTI | 3-year relative TSR vs broad transportation PSU Group; payout 0–200% with negative TSR halving payout | Target: 1,928 PSUs (grant 2/6/2024) | Performance period ends 12/31/2026; payout in Feb 2027 |
| Restricted Stock (RS) | 50% of LTI | Time-based; standard grants vest ratably over 3 years | 964 RS (grant 2/6/2024), grant-date fair value $511,653 | 1/3 on 2/6/2025, 1/3 on 2/6/2026, 1/3 on 2/6/2027 |
PSU payout history for Saia NEOs:
- 2022–2024: 200% of target (paid Feb 2025)
- 2021–2023: 200% (paid Feb 2024)
- 2020–2022: 200% (paid Feb 2023)
Equity Ownership & Alignment
Beneficial Ownership (as of Jan 15, 2025)
| Item | Count/Status |
|---|---|
| Shares Beneficially Owned | 2,784 |
| Rights to Acquire within 60 days (RS vesting/options) | 4,217 |
| Total | 7,001 |
| Percent of Class | <1% |
| Shares held under deferral plans | 381 |
Outstanding Awards and Vesting (as of Dec 31, 2024)
| Instrument | Detail | Vesting/Expiration | Counts/Value |
|---|---|---|---|
| Stock Options | Unexercisable options @ $277.86 | Expire 2/7/2029; options vest 1/3 annually | 427 unexercisable |
| Restricted Stock (Not Vested) | Time-based RS tranches | Vests: 2/6/2025 (321), 2/7/2025 (535), 2/8/2025 (564), 3/9/2025 (228); 2/6/2026 (321), 2/8/2026 (564), 3/9/2026 (458); 2/6/2027 (322) | 3,313 not vested; $1,509,833 MV @ $455.73 |
| PSUs (Unearned, Max) | 2022–2024; 2023–2025; 2024–2026 cycles | Performance-based, 3-yr periods | 7,454 max units; $3,397,011 payout value at max (illustrative @ $455.73) |
Ownership Policies and Alignment
- Stock ownership guidelines: multiple of salary required—Sugar: 2x; compliance “Yes” as of 12/31/2024; executives have 5 years to meet guidelines and are encouraged to hold 75% of realized shares until in compliance .
- Hedging/pledging prohibited: no short sales, no derivatives/hedges, no margin accounts, no pledging Saia stock as collateral .
- 2024 vesting/exercises: options exercised 804 shares ($250,119 value); 4,077 shares vested ($2,156,232 value realized) .
Employment Terms
| Provision | Key Terms |
|---|---|
| Severance Agreement | If terminated without cause: 12 months of base salary; contingent on release and compliance (non-compete, non-solicit, IP protection) . |
| Change-in-Control (CIC) | Double-trigger; if CIC followed by qualifying termination within 2 years: lump sum equal to 2x highest comp (salary+bonus) in any consecutive 12-month period in last 3 years; 2 years of benefits; immediate option vesting; RS vests on CIC; PSUs pay prorated based on TSR to CIC date . |
| Non-Compete & Non-Solicit | RS agreements include non-compete against U.S. LTL competitors for 1 year (Company may extend by 1 year with additional base salary); non-solicit of customers/employees for 2 years; IP/confidentiality protections . |
| Clawbacks | Nasdaq-compliant Clawback Policy for executive officers; separate Incentive Compensation Recovery Policy (3-year lookback) covering improper conduct or restatements . |
| Tax gross-ups | None—Company policy states no tax gross-up provisions . |
| Deferred Compensation | Capital Accumulation Plan allows elective deferrals; 2024 executive contribution $410; Company contribution $44,032; aggregate balance $359,350 . |
| Life Insurance | Executive life insurance policy of $500,000 (CEO has $1,000,000) . |
Potential Payments Summary (as of 12/31/2024; illustrative)
| Scenario | Severance ($) | PSUs ($) | Options ($) | RS ($) | Benefits/Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| Termination without cause | 511,680 | 2,004,301 | — | — | 59,416 (deferred comp vesting) | 2,575,397 |
| Disability | — | 2,004,301 | 225,269 | 620,326 | 5,392,731 (incl. disability/health) | 8,379,934 |
| Death | — | 2,004,301 | 225,269 | 620,326 | 500,000 (life insurance) | 3,487,203 |
| Change in Control (CIC) | 1,986,851 | 2,297,183 | 225,269 | 1,903,393 | 57,744 (benefits) | 6,470,440 |
Compensation Peer Group and Governance
- Benchmarking peer group (used for 2024 compensation decisions): XPO, Knight-Swift, Old Dominion, Schneider, Landstar, ArcBest, Hub Group, RXO, Werner, Matson, Kirby, ATSG, Universal Logistics, Forward Air, Marten, and Saia .
- Independent compensation consultant: Mercer; Committee confirmed consultant independence; Mercer fees for executive/director comp in 2024 were ~$0.1M; Marsh USA (MMC affiliate) provided insurance brokerage services, paid $1.9M in 2024 (premiums excluded) .
- Say-on-pay support: 96.6% approval in 2024 .
Company Performance Context
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenues ($) | 1,822,366,000 [GetFinancials] | 2,288,704,000 [GetFinancials] | 2,792,057,000 [GetFinancials] | 2,881,433,000 [GetFinancials] | 3,209,074,000 [GetFinancials] |
| EBITDA ($) | 312,448,000* [GetFinancials] | 472,947,000* [GetFinancials] | 627,741,000* [GetFinancials] | 640,251,000* [GetFinancials] | 696,742,000* [GetFinancials] |
Values retrieved from S&P Global.*
Annual incentive metrics (2024): Operating income $482.2M and operating ratio 85.0%, below thresholds—no annual bonus paid to NEOs .
Investment Implications
- Pay-for-performance alignment: Sugar’s annual cash incentive is tightly linked to operating income and operating ratio; 2024 payouts were zero given results, reinforcing discipline around profitability .
- Retention through equity: LTI mix (50% PSUs, 50% RS) and significant outstanding unvested RS/PSU tranches with multi-year schedules support retention; PSU design uses relative TSR with payout caps and negative TSR dampening, aligning with long-term shareholder value .
- Change-in-control and severance economics: Double-trigger CIC with equity acceleration (and ~$6.47M illustrative total for Sugar) plus one-year non-compete/non-solicit terms balance executive security and post-termination protections; absence of tax gross-ups is shareholder-friendly .
- Ownership alignment and trading pressure: Compliance with a 2x salary stock ownership guideline and strict anti-hedging/pledging policy strengthen alignment; scheduled RS vesting dates (e.g., Feb/Mar tranches) may create periodic supply events but do not necessarily imply selling absent Form 4 evidence .