Raymond R. Ramu
SAIAAbout Raymond R. Ramu
Raymond R. Ramu is Executive Vice President & Chief Customer Officer at Saia, Inc., a role he has held since May 2015. He joined Saia LTL Freight in December 1997 and previously served as Vice President of Sales – East from April 2007 to May 2015. He is 56 per the company’s FY 2024 Form 10-K. Saia’s pay-for-performance program ties executive incentives to Operating Income, Operating Ratio and relative Total Shareholder Return (TSR); in 2024 Saia generated $482.2 million of Operating Income (below threshold), and the annual cash bonus paid zero. Relative TSR has driven PSU payouts at 200% of target for the last three cycles, indicating ≥75th percentile performance versus the transportation peer PSU group.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Saia, Inc. | EVP & Chief Customer Officer | May 2015–present | Led commercial strategy; LTI target set at 200% of salary in 2023 due to “execution and leadership in managing Saia’s commercial strategies.” |
| Saia LTL Freight | Vice President of Sales – East | Apr 2007–May 2015 | Senior commercial leadership across Eastern U.S. |
| Saia LTL Freight | Sales roles | Dec 1997–Apr 2007 | Progressively responsible sales positions prior to VP appointment. |
External Roles
- No external public company directorships disclosed for Ramu.
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $510,000 | $570,960 | $593,840 |
| Target Bonus (% of Salary) | 75% | 80% | 80% |
| Non-Equity Incentive Paid ($) | $503,753 | $582,877 | $0 (below threshold) |
| All Other Compensation ($) | $62,412 | $88,188 | $80,948 |
Performance Compensation
Annual Incentive – 2024 Design and Outcome
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Operating Income ($ millions) | 50% | $509.4 | $589.2 | $695.6 | $482.2 | 0% (no payout) |
| Operating Ratio (%) | 50% | 84.8% | 82.4% | 79.2% | 85.0% | 0% (no payout) |
- Payout curve: Threshold 25% of target; Target 100%; Maximum 200%; no payout if performance below threshold.
Long-Term Equity Grants (selected recent awards)
| Year | Grant Type | Grant Date | Target Shares (#) | Grant Date Fair Value ($) | Vesting / Performance |
|---|---|---|---|---|---|
| 2024 | RS | Feb 6, 2024 | 1,118 | $593,390 | Vests 1/3 on 2/6/2025, 1/3 on 2/6/2026, 1/3 on 2/6/2027; accelerates on change in control. |
| 2024 | PSU (TSR) | Feb 6, 2024 | 1,118 | $903,724 | 3-year performance period (2024–2026); payout in Feb 2027 based on relative TSR scale (25% at 25th percentile; 100% at 50th; 200% at 75th+; negative TSR halves payout). |
| 2023 | RS | Feb 8, 2023 | 1,965 | $570,872 | Vests 1/3 on 2/8/2024, 1/3 on 2/8/2025, 1/3 on 2/8/2026; accelerates on change in control. |
| 2023 | PSU (TSR) | Feb 8, 2023 | 1,965 | $844,066 | 3-year performance period (2023–2025); payout in Feb 2026 per relative TSR scale. |
PSU Payout History (company-level)
| Performance Period | Payout (% of Target) | Payout Month |
|---|---|---|
| 2020–2022 | 200% | Feb 2023 |
| 2021–2023 | 200% | Feb 2024 |
| 2022–2024 | 200% | Feb 2025 |
Equity Ownership & Alignment
Beneficial Ownership (as of Jan 15, 2025)
| Item | Amount |
|---|---|
| Shares Beneficially Owned | 842 |
| Rights to Acquire within 60 days (RS/Options) | 7,022 |
| Total Beneficial Ownership | 7,864 |
| Percent of Class | <1% |
| Shares Held Under Deferral Plans (phantom units) | 9,672 |
Stock Ownership Guidelines
| Role | Required Multiple of Salary | Compliance (as of Dec 31, 2024) |
|---|---|---|
| EVP & Chief Customer Officer | 2x salary | Yes |
Options Outstanding
| Status | # Options | Strike ($) | Expiration | Vesting |
|---|---|---|---|---|
| Exercisable | 700 | 200.81 | 2/11/2028 | 1/3 annually |
| Unexercisable | 640 | 277.86 | 2/7/2029 | 1/3 annually |
Upcoming RS Vesting (as of Dec 31, 2024)
| Vest Date | Shares |
|---|---|
| 2/6/2025 | 372 |
| 2/7/2025 | 803 |
| 2/8/2025 | 655 |
| 2/6/2026 | 373 |
| 2/8/2026 | 655 |
| 2/6/2027 | 373 |
PSUs Outstanding – Maximum Units by Performance Cycle
| Performance Period | Max Units (#) | Payout Timing |
|---|---|---|
| 2022–2024 | 3,212 | If earned, Dec 31, 2024 |
| 2023–2025 | 3,930 | If earned, Dec 31, 2025 |
| 2024–2026 | 2,236 | If earned, Dec 31, 2026 |
Hedging/Pledging, Clawbacks
- Hedging and pledging of Saia stock are prohibited; no margin accounts allowed.
- Clawback policies adopted per Nasdaq standards; broader Incentive Compensation Recovery Policy covers “Improper Conduct” and restatements (3-year reachback).
Deferred Compensation (Capital Accumulation Plan)
| Year | Company Contributions ($) | Aggregate Balance at FYE ($) |
|---|---|---|
| 2024 | $53,611 | $4,404,601 |
| 2023 | $61,278 | $4,065,647 |
Employment Terms
Severance and Change-of-Control Economics
- Severance Agreement: If terminated without cause, severance equals 12 months of base salary; conditioned on release and covenant compliance.
- Double-trigger Change-in-Control Agreement: If a qualifying termination occurs within two years post-change in control, cash severance equals 2x highest recent salary+bonus; continuation of benefits for two years; stock options vest upon change in control.
- Restricted stock accelerates upon change in control; RS agreements include non-compete and non-solicit covenants (non-compete 1 year, extendable by 1 year for an additional year of base salary; non-solicit 2 years).
Scenario Analysis – Raymond R. Ramu (as of Dec 31, 2024; stock $455.73)
| Scenario | Total ($) |
|---|---|
| Termination for Good Reason or Involuntary Termination without Cause | $3,381,301 |
| Retirement | $3,630,435 |
| Disability | $5,400,682 |
| Death | $4,130,435 |
| Change in Control (with qualifying termination) | $7,226,044 |
Performance & Track Record
- Company-selected measures linking pay and performance are Operating Income, Operating Ratio, and TSR. 2024 Operating Income was $482.2 million; Operating Ratio was 85.0%, resulting in no annual bonus payout.
- Saia’s relative TSR performance has driven maximum PSU payouts (200% of target) for the 2020–2022, 2021–2023, and 2022–2024 cycles (≥75th percentile vs PSU group).
- Ramu’s LTI target was increased to 200% of salary in 2023 “based on his execution and leadership in managing Saia’s commercial strategies.”
Compensation Committee & Shareholder Feedback
- Compensation peer group includes leading transport names (e.g., Old Dominion, XPO, Schneider, Knight-Swift; full list in proxy) used for benchmarking.
- Say-on-Pay support: 96.6% approval in 2024; in 2025, shareholders again approved the NEO compensation (24,657,144 For; 789,678 Against; 9,790 Abstain).
- Program guardrails: no single-trigger CIC cash, no option repricing, no tax gross-ups; robust clawbacks, stock ownership guidelines.
Investment Implications
- Alignment: Heavy equity mix (RS + PSU) and 2x salary ownership guideline, with compliance, plus strict anti-hedging/pledging policy—positive for long-term alignment.
- Retention risk: Multi-year RS tranches and overlapping PSU cycles create strong retention hooks; severance and double-trigger CIC terms are competitive, not excessive.
- Trading signals: Material RS vesting dates (Feb 2025/2026/2027) and in-the-money options expiring 2028/2029 could create episodic selling pressure around vest/exercise windows.
- Pay-for-performance: 2024 cash bonus at zero due to below-threshold operating results while PSUs paid at max for 2022–2024; expect future equity realizations to hinge on sustaining top-quartile TSR against a robust transportation peer set.