Item 5.02 Departure of Director or Principal Officers; Election of Directors;

Appointment of Principal Officers

The Board of the Company has appointed Douglas L. Col, 55, as the Vice President of Finance and Chief Financial Officer of the Company effective January 7, 2020. Mr. Col has been employed by the Company for the past 6 years serving as Treasurer with responsibility for the Company's banking relationships, risk management programs and investor relations. Mr. Col has also served as the Company's Secretary since February 21, 2019. Mr. Col is replacing Robert S. Chambers who informed the Company of his resignation of employment as Vice President of Finance and Chief Financial Officer on January 2, 2020. Mr. Chambers returned to his prior employer in a senior executive position after eight months with Saia.

There is no arrangement or understanding between Mr. Col and any other person pursuant to which he is being appointed as Vice President of Finance and Chief Financial Officer. There are no family relationships between Mr. Col and any director or executive officer of the Company and there are no relationships or related transactions between Mr. Col and the Company that would be required to be reported pursuant to Item 404(a) of Regulation S-K.

In connection with Mr. Col's appointment as Vice President of Finance and Chief Financial Officer, Mr. Col will be entitled to compensation on the following terms:



  • an annual base salary of $375,000;


   •  participation in the Company's annual incentive plan, with the current
      target bonus set at 65 percent of Mr. Col's base salary and a maximum
      incentive payment of 130 percent of Mr. Col's base salary;


   •  participation in the Company's long-term equity incentive plan with a target
      award of 100 percent of Mr. Col's base salary comprised of the same mix of
      awards as other executive officers of the Company (currently 50 percent of
      the long-term incentive opportunity awarded as performance stock units, 25
      percent awarded as restricted stock and 25 percent awarded as stock
      options);


   •  long-term equity incentive compensation will be subject to determination by
      the Compensation Committee of the Company's Board;


  • severance benefits as described below; and


   •  participation in the employee benefit programs generally made available to
      the Company's senior executives.

Executive Severance Agreement

On January 7, 2020, the Company entered into an Executive Severance Agreement with Mr. Col. The Executive Severance Agreement provides that in the event of a "Change of Control" of the Company followed within two years by (i) the termination of Mr. Col's employment for any reason other than death, disability, retirement or "cause" or (ii) the resignation of Mr. Col due to an adverse change in title, authority or duties, a transfer to a new location, a reduction in salary, or a reduction in fringe benefits or annual bonus below a level consistent with the Company's practice prior to the Change of Control, then Mr. Col will (i) be paid a lump sum cash amount equal to the sum of two times his highest compensation (salary plus bonus) for any consecutive 12 month period within the previous three years; and (ii) remain eligible for coverage under applicable medical, life insurance and long-term disability plans for two years following termination.

Any payment or benefit received or deemed received by Mr. Col under the Executive Severance Agreement that triggers the excise tax imposed by Section 4999 of the Internal Revenue Code, as amended ("Code") or any similar tax imposed by state or local law (including interest or penalties with respect to such taxes) (collectively, "Excise Tax"), will be either (i) reduced to the minimum extent necessary to ensure that no portion of the payment or benefit is subject to the Excise Tax (that amount, the "Reduced Amount") or (ii) payable in full if his receipt on an after-tax basis of the full amount of payments and benefits (after taking into account the applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax)) would result in Mr. Col receiving an amount greater than the Reduced Amount. The payments or benefits will be reduced in a manner that maximizes his economic position.

For the purpose of the Executive Severance Agreement, a "Change of Control" will be deemed to have taken place if: (i) a third person, including a "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, purchases or otherwise acquires shares of the Company and as a result thereof becomes the beneficial owner of shares of the Company having 20 percent or more of the total number of votes that may be cast for election of directors of the Company; or (ii) as the result of, or in connection with any cash tender or exchange offer, merger or other business combination, or contested election, or any combination of the foregoing transactions, the directors then serving on the Board cease to constitute a majority of the Board of the Company or any successor to the Company.

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The foregoing description of the Executive Severance Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, copy of which is filed herewith as Exhibits 10.1, and is incorporated herein by reference. A copy of the press release announcing Mr. Col's appointment is attached hereto as Exhibit 99.1.




Item 9.01 Financial Statements and Exhibits
10.1        Executive Severance Agreement between Douglas L. Col, and Saia, Inc.
          dated as of January 7, 2020.
99.1        Press release of Saia, Inc. dated January 7, 2020
104       Cover Page Interactive Date File (embedded within the Inline XBRL
          document)

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