Susan F. Ward
SAIAAbout Susan F. Ward
Independent director since 2019 (age 64). Former Vice President and Chief Accounting Officer at United Parcel Service (2015–2019) following 27 years in finance and accounting roles at UPS; prior 10 years at Ernst & Young in Assurance Services. Recognized by Saia as an “audit committee financial expert”; currently chairs Saia’s Audit Committee. Independent under Nasdaq rules as of January 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Parcel Service, Inc. | Vice President & Chief Accounting Officer | 2015–2019 | Senior financial executive; multi-national transportation experience; audit committee financial expert designation |
| United Parcel Service, Inc. | Various finance/accounting positions | 27 years | Deep industry finance experience across UPS |
| Ernst & Young | Assurance Services | 10 years | Public accounting background supporting audit expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ecovyst Inc. (ECVT: NYSE) | Director | Current | Public company board service |
| Global Business Travel Group, Inc. (GBTG: NYSE) | Director | Current | Public company board service |
Board Governance
- Committee leadership and memberships (2025 proxy): Audit Committee Chair; other committees not listed for Ms. Ward .
- Independence: Board determined Ms. Ward is independent (Jan 2025) under Nasdaq rules .
- Attendance: Board held six meetings in 2024; each director attended at least 75% of Board and applicable Committee meetings; all directors attended the 2024 annual meeting .
- Committee activity: Audit Committee held five meetings; Compensation and Human Capital Committee six; Nominating and Governance Committee three in 2024 .
- Board guidelines: Directors should serve on no more than three other public company boards; age cap 72; no director may serve as a director/officer/employee of a competitor .
Fixed Compensation
| Component | 2024 Amount/Terms | 2025 Changes |
|---|---|---|
| Annual cash retainer | $65,000 | Increased to $75,000 effective after April 2025 annual meeting |
| Audit Committee Chair retainer | $15,000 | No change disclosed |
| Audit Committee member retainer | $10,000 | No change disclosed |
| Meeting fees | None (no additional fees for attendance) | No change disclosed |
| 2024 cash fees actually received (Susan F. Ward) | $90,000 total | — |
- Directors may elect to receive up to 100% of retainers in common stock in lieu of cash; Ms. Ward did not elect stock in lieu for 2024 (her cash fees are shown; other directors’ stock in lieu noted in footnotes) .
Performance Compensation
| Year | Grant Date | Shares Granted | Target Value Basis | Grant-Date FV (reported) | Vesting & Terms |
|---|---|---|---|---|---|
| 2024 | May 1, 2024 | 301 restricted shares to each non-employee director | $160,000 target, shares determined using Feb 6, 2024 close | Susan F. Ward: $119,196 in Stock Awards | One-year cliff vest; earlier vest upon director’s service cessation (other than for cause) or change in control |
| 2025 | May 1, 2025 (to be issued) | 318 restricted shares to each non-employee director | $160,000 target, using Feb 5, 2025 close | Not yet reported | Plan terms under 2018 Omnibus Incentive Plan |
- Independent consultant Mercer advises annually on director pay competitiveness; Board approves program based on Compensation and Human Capital Committee recommendation .
Other Directorships & Interlocks
- Other public boards: Ecovyst (ECVT) and Global Business Travel Group (GBTG) .
- Compensation Committee interlocks: None in 2024; no executive officer interlocks with companies affiliated with Saia’s directors .
- Compliance with board service limits: Corporate guidelines cap at three other public boards; Ms. Ward serves on two, compliant .
Expertise & Qualifications
- Senior financial executive in transportation; UPS CAO; public accounting background (Ernst & Young); audit committee financial expert .
- Domain expertise relevant to Saia: accounting/financial reporting, internal controls, legal/regulatory compliance oversight through Audit Committee leadership .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Shares beneficially owned (Jan 15, 2025) | 680 shares; <1% of class |
| Rights to acquire within 60 days | None |
| Shares held under Directors’ Deferred Fee Plan (units, as-converted) | 2,104 shares (as of Dec 31, 2024) |
| Director stock ownership guidelines | 5× annual retainer; units count toward compliance; all non-employee directors met within 3 years |
| Hedging/pledging | Prohibited by company policy; no margin accounts or pledges allowed |
Governance Assessment
- Strengths: Independent director with audit committee financial expert designation; chairs Audit Committee overseeing accounting, internal controls, legal/regulatory compliance; committee met five times in 2024; Board and committee attendance expectations met; all directors attended annual meeting .
- Alignment: Director pay mix emphasizes restricted stock with annual grants; option to take retainers in stock; stock ownership guidelines at 5× retainer with compliance achieved; deferred fee units increase alignment with TSR .
- Shareholder signals: Strong say-on-pay support (96.6% approval in 2024) indicates investor confidence in compensation governance; Board maintains anti-hedging/pledging policy and clawback policies for executives, reinforcing discipline .
- Conflicts/related-party exposure: No related-party transactions requiring disclosure since Jan 1, 2024; corporate guideline prohibits directors from serving with competitors; Ms. Ward retired from UPS and is independent, mitigating competitive conflicts .
- RED FLAGS: None observed—no pledging permitted, no related-party transactions disclosed, attendance threshold met, interlocks absent .
Director Compensation (Susan F. Ward) – 2024
| Metric | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $90,000 |
| Stock Awards | $119,196 |
| Total | $209,196 |
- Component detail: Annual retainer $65,000; Audit Chair $15,000; Audit Committee member $10,000; no meeting fees .
- 2018 Omnibus Incentive Plan: Annual restricted stock grant; 2024 grant = 301 shares; one-year cliff vest; change-in-control acceleration; option to receive retainers in stock .
Board Governance (Quantitative)
| Item | 2024 Value |
|---|---|
| Board meetings held | 6 |
| Audit Committee meetings | 5 |
| Compensation & Human Capital Committee meetings | 6 |
| Nominating & Governance Committee meetings | 3 |
| Director attendance threshold | Each director ≥75% of Board/Committee meetings |
Equity Ownership & Deferrals (Susan F. Ward)
| Category | Shares |
|---|---|
| Beneficially owned | 680 |
| Deferred Fee Plan units (as-converted) | 2,104 |
| Percent of class | <1% |
Related Party, Policies, and Shareholder Votes
- Related Party Transactions: None requiring disclosure since Jan 1, 2024; indemnification agreements in place for directors .
- Anti-hedging/pledging: Prohibited; also bans margin accounts for directors .
- Say-on-Pay approval: 96.6% approval at the 2024 annual meeting .
Notes on Compensation Structure for Directors
- Market alignment: Mercer advises Compensation & Human Capital Committee; Board increased annual non-employee director retainer to $75,000 effective post–April 2025 meeting; 2025 restricted stock grant set at 318 shares for $160,000 target value .
- Director deferred comp: Units mirror stock performance; paid in stock upon termination, disability, or death per elected distribution schedule .