Business Context and Reporting Period
This Form 8-K Current Report was filed by SAIA, INC. on May 13, 2024. The filing addresses Item 5.02 regarding the appointment of a new Chief Financial Officer and Secretary, effective May 13, 2024.
Key Financial Metrics
This filing does not contain operational financial data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation and appointment details.
Material Changes
The primary material change reported is the leadership transition in the finance department:
- Appointment: Matthew Batteh (age 35) has been appointed as Executive Vice President and Chief Financial Officer and Secretary.
- Departure: Mr. Batteh replaces Douglas L. Col, who previously announced his retirement.
- Background: Mr. Batteh has been with Saia since 2015, most recently serving as Vice President of Finance (2023–2024) and Vice President, Pricing and Analytics (2020–2023).
Compensation, Outlook, and Risks
The filing details the compensatory arrangements for Mr. Batteh in connection with his promotion:
- Base Salary: $435,000 annually.
- Annual Incentive: Target bonus of 75% of base salary; maximum of 150% of base salary.
- Restricted Stock: Grant of 1,364 shares vesting 25% on May 13, 2027, 25% on May 13, 2028, and 50% on May 13, 2029. Immediate vesting occurs upon a Change of Control.
- Long-Term Incentive: Target award of 125% of base salary, split 50/50 between performance stock units and restricted stock.
- Severance Provisions:
- Standard Severance: Payments equal to base salary over the non-compete period if involuntarily terminated without cause.
- Change of Control Severance: If a Change of Control occurs followed by termination (without cause/death/disability/retirement) or constructive termination within two years, Mr. Batteh receives a lump sum equal to two times his highest compensation (salary + bonus) for any consecutive 12-month period in the previous three years, plus two years of medical/life/disability coverage.
Definition of Change of Control: Acquisition of 20% or more of voting shares by a third party, or a transaction resulting in the incumbent directors ceasing to constitute a majority of the Board.
Investor Verification Checklist
- Verify the exact vesting schedule and conditions for the 1,364 restricted shares granted to Mr. Batteh.
- Review the full text of the Executive Severance Agreement (referenced as Exhibit 10.14(5) of the 2023 Form 10-K) to understand specific "cause" and "constructive termination" definitions.
- Confirm the timeline for Douglas L. Col's final departure date to assess any interim financial reporting gaps.
- Monitor future filings for the impact of this leadership change on the company's financial strategy and pricing analytics, given Mr. Batteh's prior role in those areas.