Randolph W. Melville

About Randolph W. Melville

Randolph W. Melville (age 66) has served on Saia’s Board since 2015 and was the Lead Independent Director in 2024. He is a retired Senior Vice President and General Manager of Frito‑Lay North America’s Western Division (PepsiCo) with over 20 years at Frito‑Lay, preceded by senior roles at Maytag (1999–2001) and Procter & Gamble (1981–1993). He is an independent director under Nasdaq rules and brings deep sales, operations, supply chain and human capital experience; current external roles include trustee at The Northwestern Mutual Life Insurance Company and director at GMS, Inc. .

Past Roles

External Roles

Board Governance

• Committee memberships: Compensation & Human Capital; Nominating & Governance (independent) .
• Lead Independent Director responsibilities (2024): sets agendas with Chair/CEO; chairs independent sessions; liaison to Chair; may call meetings of independent directors; available to major shareholders for direct communication .
• Independence: Board determined Melville and other non-management directors are independent (Jan 2025) .
• Attendance and engagement: Board met 6 times in 2024; each director attended at least 75% of board/committee meetings during their service; executive sessions occur at each regular board meeting led by the Lead Independent Director .
• Committee activity (2024): Audit met 5x; Compensation & Human Capital 6x; Nominating & Governance 3x .
• Governance practices: majority voting for directors; prohibition on hedging/pledging; annual board/committee evaluations; separate Chair/CEO; stock ownership guidelines for directors .
• Risk oversight: NomGov oversees board effectiveness, ERM and sustainability; Comp & Human Capital oversees pay risk and human capital; Audit oversees financial reporting/legal compliance .

Fixed Compensation

• 2025 changes: Annual cash retainer increased to $75,000 effective after April 2025 annual meeting; annual restricted stock grant set at $160,000 target (318 shares based on Feb 5, 2025 close), to be issued May 1, 2025 .

Performance Compensation

Directors do not receive performance‑conditioned equity; Saia’s director equity is time‑vested restricted stock with optional deferral; no TSR/financial metrics apply to director equity grants .

Other Directorships & Interlocks

Expertise & Qualifications

• National sales, marketing, operations, and supply chain leadership from Frito‑Lay; distribution, international business, and human resources expertise; Lead Independent director experience .
• Board skills matrix indicates strong strategic planning and operations depth across board; ERM oversight through NomGov participation .

Equity Ownership

Governance Assessment

• Strengths:
  • Lead Independent Director role with clear authorities enhances oversight and shareholder engagement .
  • Strong independence posture, majority voting standard, and annual evaluations bolster accountability .
  • Transparent director pay structure, modest committee retainers, and equity grants aligned via ownership guidelines; optional deferral increases long-term alignment .
  • Robust policies: clawbacks, hedging/pledging bans, and ERM oversight at committee level .
  • No related‑party transactions and no compensation committee interlocks – reduces conflict risk .
• Watch items:
  • Beneficial ownership reflects no directly held shares, with alignment achieved primarily through deferred units and annual RS grants; while guidelines include deferrals, some investors prefer visible open‑market ownership by lead directors .
  • Attendance disclosure is aggregate (“≥75%”); individual attendance rates are not provided, limiting meeting‑level transparency .
  • Mercer consultancy independence well‑documented, but Saia’s use of Marsh USA (MMC affiliate) for insurance brokerage necessitates continued monitoring of consultant independence annually (committee concluded no conflicts) .

Director Compensation (Structure Reference)

Say‑On‑Pay & Shareholder Feedback

• 2024 say‑on‑pay approval: 96.6% FOR, indicating strong shareholder support for Saia’s compensation practices and pay‑for‑performance framework .

Compensation Committee Analysis (Context)

• Compensation & Human Capital Committee fully independent; retains Mercer; conducted conflict‑of‑interest assessment and concluded Mercer is independent; MMC affiliate Marsh USA provides insurance brokerage services ($1.9M fees in 2024) – arrangements reviewed and disclosed .

Related Party Transactions & Policies

• No related party transactions requiring disclosure since Jan 1, 2024; indemnification agreements for directors consistent with Delaware law; Audit Committee reviews RPTs under formal policy .

Notes on Employment & Contracts (Director)

• Director equity subject to vesting acceleration upon change in control per plan; indemnification agreements in place; no director employment contracts disclosed (non‑employee director) .

Insider Trades

• Form 4 transaction details are not disclosed in the proxy; beneficial ownership and deferred units are provided (see Equity Ownership) .

Conclusion

• Melville’s governance profile is solid: independent LID with deep operational pedigree, active on key committees, strong policy framework, and no evident conflicts. Ownership alignment is achieved via deferred units and RS grants under firm guidelines, though lack of directly held shares may merit investor dialogue on visible open‑market ownership preferences .