Richard D. O’Dell
SAIAAbout Richard D. O’Dell
Richard D. O’Dell (age 63) is Saia’s Non‑Executive Chairman since April 2020 and a long‑tenured director (since 2006). He previously served as Saia’s Chief Executive Officer from December 2006 to April 2020 and joined the company in 1997 in executive and financial roles; he is also a certified public accountant, bringing public accounting and deep LTL operating expertise to the board . He is deemed not independent under Nasdaq rules due to his prior CEO service at Saia .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Saia, Inc. | Non‑Executive Chairman of the Board | Apr 2020–present | Board leadership; agenda setting with CEO and Lead Independent Director; CEO succession input |
| Saia, Inc. | Chief Executive Officer | Dec 2006–Apr 2020 | Led strategy and operations in LTL; built deep company knowledge |
| Saia, Inc. | Executive and financial positions | 1997–2006 | Finance and operations leadership prior to CEO role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Proficient Auto Logistics, Inc. (PAL: NASDAQ) | Chief Executive Officer; Chairman of the Board | 2024–present | Current public company directorship/executive role |
Board Governance
- Independence and board structure: O’Dell is not independent; board uses a separate Lead Independent Director (Randolph W. Melville) to balance governance and leadership of independent sessions .
- Committees: O’Dell serves on no board committees; Saia’s three standing committees are fully independent .
- Attendance: The board met six times in 2024; each director attended at least 75% of applicable board/committee meetings, and all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors hold executive sessions each regularly scheduled meeting, chaired by the Lead Independent Director .
- Shareholder voting signal (2025 Annual Meeting): O’Dell received 24,828,829 “For” and 619,535 “Against” votes (8,248 abstentions; broker non‑votes 388,308), with comparatively higher dissent than some peers, signaling moderate governance scrutiny of the non‑independent chair .
Fixed Compensation
| Component | 2024 | 2025 Plan |
|---|---|---|
| Board annual cash retainer ($) | $65,000 | $75,000 (effective after Apr 2025) |
| Chairman cash retainer ($) | $125,000 | $125,000 |
| Committee fees ($) | $0 (no committee roles) | $0 (if no committee roles) |
| Meeting fees ($) | $0 (none paid) | $0 |
| Fees earned/paid in cash ($) | $190,000 (actual) | — |
| Annual director equity grant – shares | 301 RS (granted 5/1/2024) | 318 RS (approved 1/30/2025; to be issued 5/1/2025) |
| Annual director equity grant – target value ($) | $160,000 target used to size shares | $160,000 target used to size shares |
| Stock awards fair value ($) | $119,196 (actual, includes equity in lieu of cash trends across board) | — |
Notes:
- Director compensation is set using Mercer’s market review; Mercer also advises on director pay competitiveness .
- O’Dell did not elect shares in lieu of cash fees; only Eisnor, Gainor, Henry, J. Ward did so in 2024 .
Performance Compensation
| Equity Instrument | Grant details | Vesting | Value Basis |
|---|---|---|---|
| Restricted Stock (annual director grant) | 301 shares issued on 5/1/2024 | One‑year cliff; earlier vesting upon cessation of service (other than for cause) or upon change in control | Sized to $160,000 using 2/6/2024 close |
| Restricted Stock (2025 annual director grant) | 318 shares approved 1/30/2025; issuance 5/1/2025 | Company’s standard one‑year director vest schedule | Sized to $160,000 using 2/5/2025 close |
- Director pay has no performance‑metric linkage (no PSUs/options for directors); equity is time‑based restricted stock to align interests .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict View |
|---|---|---|---|
| Proficient Auto Logistics, Inc. (PAL: NASDAQ) | CEO; Chairman | Not disclosed | Different transport niche (auto logistics) vs LTL; Saia discloses no related‑party transactions since 1/1/2024 |
- Related‑party transactions: None requiring disclosure since January 1, 2024; standard director indemnification agreements in place (Delaware law) .
Expertise & Qualifications
- LTL and transportation operations expertise; strategic planning; leadership as former CEO .
- CPA background and public accounting experience .
- Board leadership responsibilities as Non‑Executive Chair (agenda setting, CEO succession, investor outreach support) .
Equity Ownership
| Item | As of | Amount/Status |
|---|---|---|
| Shares beneficially owned | Jan 15, 2025 | 2,590 shares; <1% of class |
| Rights to acquire within 60 days | Jan 15, 2025 | None disclosed |
| Shares under deferral plans | Jan 15, 2025 | None for O’Dell (plan participation listed for other directors only) |
| Unvested restricted stock (director grant) | Dec 31, 2024 | 301 shares (standard director grant) |
| Hedging/pledging policy | Current | Prohibited for directors and employees (no short sales, derivatives, margin or pledging) |
| Director ownership guideline | Current | Required ≥5× annual retainer within 3 years; all non‑employee directors are in compliance |
Governance Assessment
- Chair independence and oversight: O’Dell’s non‑independent chair status is mitigated by an annually‑elected Lead Independent Director and fully independent committees; nonetheless, the 2025 director vote showed higher dissent vs several peers, a signal to monitor for board leadership and perceived independence balance .
- Engagement and attendance: Board met six times; all directors ≥75% attendance; independent executive sessions at every regular meeting support robust oversight .
- Compensation alignment: Director pay is balanced—cash retainers plus time‑based restricted stock; board increased the base retainer to align with market in 2025, while maintaining no meeting fees and cap on equity sizing, which reduces pay‑inflation risk .
- Related‑party/conflict controls: No related‑party transactions since 1/1/2024; formal policies for related‑party review by Audit Committee and indemnification agreements in place . Mercer is the independent comp consultant; committee assessed and concluded no consultant conflict despite separate insurance brokerage services purchased from an affiliate (Marsh USA, Inc.) .
- Shareholder feedback: 2025 Say‑on‑Pay passed with 24,657,144 “For” vs 789,678 “Against”; director election support for O’Dell was strong but with notable dissent vs independent peers, indicating modest investor sensitivity to a non‑independent chair .
RED FLAGS to monitor:
- Non‑independent Chair: O’Dell’s status could draw continued scrutiny from investors prioritizing independent board leadership .
- External CEO role: Dual leadership at PAL increases time commitments; current board guideline limits to ≤3 public boards (O’Dell holds two), within limits but watch for potential overboarding risk if roles expand .
- Voting signal: Higher “Against” votes relative to some peers in 2025 (619,535 against) suggests a governance watchpoint for chair independence and overall board refresh dynamics .
Say‑on‑Pay & Shareholder Feedback (2025)
| Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Say‑on‑Pay (Advisory) | 24,657,144 | 789,678 | 9,790 | 388,308 |
| Auditor Ratification (KPMG LLP) | 24,627,342 | 1,209,137 | 8,441 | 0 |
Director election detail (2025) – O’Dell:
| Director | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Richard D. O’Dell | 24,828,829 | 619,535 | 8,248 | 388,308 |
Compensation Committee Practices (Context)
- Independent committee; uses Mercer as independent consultant; annual review of program competitiveness and consultant independence, concluding no conflict of interest .
- Director program: Annual cash retainer; role‑based retainers; annual restricted stock sized to a fixed target; no meeting fees; option to take shares in lieu of cash (O’Dell did not in 2024) .
Related Party Transactions & Conflicts
- Policy: Audit Committee reviews/approves related‑party transactions; chair may pre‑approve < $500,000; standing pre‑approvals described; indemnification agreements standard for directors .
- Disclosure: None requiring SEC disclosure since Jan 1, 2024 .
Compensation Structure Analysis (Directors)
- Year‑over‑year shift: Base retainer increased from $65,000 to $75,000 effective after the 2025 annual meeting; equity target value held flat at $160,000, maintaining balanced cash/equity mix .
- No performance instruments: Directors receive time‑based restricted stock only; no options or PSUs, limiting risk‑taking incentives .
Governance Quality Summary
- Strengths: Independent committee ecosystem; frequent executive sessions; majority voting standard; clawback and anti‑hedging policies; director ownership guidelines met .
- Watchpoints: Non‑independent chair; external CEO responsibilities; modestly elevated dissent in his election vote .
Overall, O’Dell’s deep Saia knowledge and CPA background support board oversight, but the non‑independent chair profile plus external CEO role warrant continued monitoring of investor sentiment and board independence dynamics .