CORPORATE GOVERNANCE
| |
– |
Nominating and Governance Committee Member - $5,000 |
| • |
|
Grant of shares of restricted stock with a target value of $110,000 |
There are no separate fees paid for meeting attendance. If a director serves on more than one Committee, additional compensation is paid for each Committee. All non-employee directors are reimbursed for travel and other out-of-pocket incidental expenses related to meetings.
As a result of the assessment of non-employee director compensation by the Compensation and Human Capital Committee in December 2023, the Board has approved increases in the Chair retainer from $100,000 to $125,000, the Lead Independent Director retainer from $20,000 to $30,000, and the retainer for Nominating and Governance Committee members from $5,000 to $7,500. These increases will be effective immediately after the annual meeting of stockholders in April 2024. In addition, the Compensation and Human Capital Committee has approved an increase in the target value of stock to be issued to non-employee directors from $110,000 to $160,000, effective in May 2024. These are the first increases in non-employee director compensation since 2020. These future compensation increases are intended to align Saia’s non-employee director compensation with the market median.
The 2018 Omnibus Incentive Plan governs grants of restricted stock to non-employee directors. Under the 2018 Omnibus Incentive Plan, each non-employee director has the option to receive up to 100% of his or her annual Board and Committee retainers in shares of common stock in lieu of cash, with the value of the shares to be computed by reference to the fair market value of Saia’s common stock on the date of grant.
Under the 2018 Omnibus Incentive Plan, the Compensation and Human Capital Committee is to approve an annual grant of restricted stock to each non-employee director, with the value on the grant date not to exceed $500,000. The shares of restricted stock are issued on May 1st each year, or the first business day after May 1st each year. For 2023, each non-employee director serving as of May 1, 2023, received 379 shares of restricted stock. This number was determined by the Compensation and Human Capital Committee based on its decision to award non-employee directors restricted stock with a value of $110,000 using the closing stock price on February 8, 2023, which was the date of the Committee’s decision.
For 2024, shares of restricted stock will be issued to non-employee directors under the 2018 Omnibus Incentive Plan. The Compensation and Human Capital Committee approved a grant of 301 shares of restricted stock to each non-employee director based on its decision to award restricted stock with a value of $160,000 using the closing stock price on February 6, 2024. These shares of restricted stock are to be issued on May 1, 2024.
The restricted stock issued in 2023 is subject to a one-year cliff vesting restriction and the shares of restricted stock to be issued in May 2024 will also be subject to a one-year cliff vesting restriction. In each case, any unvested shares will become fully vested upon cessation of the director’s service on the Board (other than for cause) or upon a change in control of the Company.
Under the Director’s Deferred Fee Plan, non-employee directors may defer all or a portion of annual fees earned. The deferrals are converted into phantom stock units equivalent to the value of Company common stock. Upon the director’s termination, death or disability, accumulated deferrals are distributed in the form of Company common stock in accordance with elections made by the directors. The following non-employee directors held phantom stock units under the Director’s Deferred Fee Plan as of December 31, 2023, for the following number of shares: Ms. Epps 548; Mr. Gainor 17,215; Mr. Henry 1,890; Mr. Melville 22,284; Mr. Ward 56,072 and Ms. Ward 2,104.
Directors who are Company employees do not receive any additional compensation for their service as directors. Mr. Holzgrefe, as an employee of Saia, did not receive any compensation for his service as a director in 2023.
|
|
|
|
|
|
|
|
|
|
|
| 14 |
|
SAIA, INC. |
|
2024 Proxy Statement |
|
|
|
|
|
|
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Payments Upon Termination for Cause or without Good Reason
Upon a termination for cause or a termination by Mr. Holzgrefe without Good Reason, Mr. Holzgrefe is entitled to receive base salary and benefits accrued through the termination date.
Change in Control Agreements
Each of the Named Executive Officers is party to a “double trigger” change in control agreement.
Under these agreements the executive will receive compensation as described below in the event of a “change in control” of the Company followed within two years by (i) the termination by Saia of the executive’s employment for any reason other than death, disability, retirement or “cause” or (ii) the resignation of the executive due to an adverse change in title, authority or duties, a transfer to a new location more than 50 miles from the location where the executive was employed immediately prior to the change in control, a reduction in salary, or a reduction in fringe benefits or annual bonus below a level consistent with Saia’s practice prior to the change in control.
In the event of a qualifying payment event: (i) the executive will receive on the first day of the seventh month following the executive’s last day of employment a lump sum cash payment equal to two times (three times in the case of Mr. Holzgrefe) the highest base salary and annual cash bonuses paid or payable in any consecutive 12 month period during the three years prior to termination; and (ii) for two years following the executive’s employment termination (three years in the case of Mr. Holzgrefe), the executive is deemed to remain an employee of the Company for purposes of applicable medical, life insurance and long-term disability plans and programs covering key executives of the Company and shall be entitled to receive the benefits available to key employees thereunder. If the executive’s participation under any such program is barred, the Company is required to arrange to provide the executive with substantially similar benefits.
In the event of a change in control, all outstanding stock options held by the executive immediately vest and remain exercisable for one year following the change in control (two years in the case of Mr. Holzgrefe).
For the purpose of the change in control agreements, a “change in 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 Saia and as a result thereof becomes the beneficial owner of shares of Saia having 20% or more of the total number of votes that may be cast for the election of directors of Saia; 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 of Directors cease to constitute a majority of the Board of Directors of Saia or any successor to Saia.
Severance Agreements
The Company entered into severance agreements with each Named Executive Officer (other than Mr. Holzgrefe, whose severance benefits are covered in his employment agreement) in connection with the agreement by such executives to become subject to noncompetition, employee and customer non-solicitation restrictions and provisions to protect the Company’s intellectual property. These severance agreements provide that if the Named Executive Officer is terminated by the Company without cause, the Named Executive Officer will receive severance payments equal to 12 months of base salary, subject to satisfaction of certain conditions, including execution of a release of claims in favor of the Company and compliance with the employee’s restrictive covenant obligations. In the event the executive breaches any agreement with the Company, all severance obligations will cease and the Named Executive Officer is obligated to repay the Company the amount of any severance payments made. The severance agreements provide that if a Named Executive Officer becomes entitled to receive severance under both the severance agreement and his or her change in control agreement, the Named Executive Officer shall be paid severance under the change in control agreement only.
Annual Cash Incentive Plan
Each of the Named Executive Officers participates in the annual cash incentive plan. Upon termination of the employment of a Named Executive Officer for any reason prior to the payment date under the plan, the executive forfeits the award, except Mr. Holzgrefe would be entitled to a prorated target bonus to the date of termination, unless such termination is for cause, in which case the award is forfeited. See “Summary Compensation Table Narrative — Non-Equity Incentive Plan Compensation.”
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2024 Proxy Statement |
|
SAIA, INC. |
|
|
47 |
|
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Performance Stock Unit Award Agreements
Each of the Named Executive Officers is subject to one or more performance stock unit award agreements. See the “Long-Term Equity Incentives — Performance Stock Units” subsection of the “Compensation Discussion and Analysis” section for additional information on how payouts of the performance stock units are calculated.
Under these agreements, upon involuntary termination other than for “cause” or termination due to death, total disability or retirement, the executive is entitled to receive a pro rata portion of his or her performance stock unit award if he or she had been employed for at least 50% of the performance period of the agreement, otherwise the award is forfeited. Upon voluntary termination, the executive forfeits the award, except to the extent that the performance period of the agreement has expired before the executive’s voluntary termination, in which case the executive is entitled to payment of the award. Upon termination for cause, the executive forfeits the award regardless of whether the performance period has expired. For purposes of the performance stock unit award agreements, “cause” means gross negligence or gross neglect of duties, commission of a felony or significant misdemeanor involving moral turpitude; or fraud, disloyalty, dishonesty or willful violation of any law or Company policy resulting in an adverse effect on the Company.
Under the performance stock unit award agreements, upon a “change in control,” as that term is defined in the 2018 Omnibus Incentive Plan (the “Omnibus Incentive Plan”), the executives would receive the percentage of the target incentive based on total stockholder return calculated as of the date of such change in control, prorated to reflect the actual number of months of service from the date of the grant of the performance stock unit to the date of the change in control. Any performance stock units that an executive is entitled to receive upon a change in control will be paid out in a lump sum concurrently with the change in control.
Under the Omnibus Incentive Plan, a “change in control” is generally defined to mean: (i) during any 12-month period any person, including a “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, becomes the beneficial owner of 30% or more of the outstanding shares of Saia common stock, subject to certain exceptions; (ii) during any 12-month period the individuals who, as of the beginning of such period, constitute the Board cease to constitute at least a majority of the Board, subject to certain exceptions; or (iii) the consummation of a merger, consolidation or sale of substantially all the assets of the Company, unless following such transaction the holders of Saia common stock prior to the transaction continue to own 50% or more of the outstanding stock of the resulting corporation, no person becomes the beneficial owner of 30% or more of the outstanding stock of the resulting corporation by reason of such transaction and at least a majority of the members of the board of the corporation resulting from the transaction were members of the Board of Saia prior to the transaction.
Stock Option Agreements
Each of the Named Executive Officers is subject to one or more non-qualified stock option agreements. See “Summary Compensation Table Narrative — Option Awards”. Under these agreements, in the event of a “change in control” of the Company, as defined in the Omnibus Incentive Plan, any unvested options immediately vest and remain outstanding in accordance with their terms. In addition, the Compensation and Human Capital Committee has the discretion to cancel the outstanding options at the time of the change in control in which case a payment of cash, property or combination thereof would be made to the Named Executive Officer that is determined by the Compensation and Human Capital Committee to be equivalent in value to the consideration to be paid per share of Company common stock in the change in control transaction, less the exercise price of the option and multiplied by the number of outstanding options.
If the employment of a Named Executive Officer is terminated by the Company without cause or voluntarily by the executive, then any option then vested remains exercisable for 90 days following termination, but not beyond the expiration date of the option, and all unvested options terminate. If a Named Executive Officer’s employment is terminated for cause, then all options automatically terminate upon the termination date.
Upon the retirement after age 55 (the determination of retirement is made by the Compensation and Human Capital Committee) of a Named Executive Officer, the Compensation and Human Capital Committee has the discretion to cancel or vest any unvested options then outstanding and all vested options remain exercisable for 180 days after such retirement or until the expiration date of the option, whichever is first. In the event of a termination of the Named Executive Officer’s employment by reason of death or disability, the option automatically vests and may be exercised for 180 days after the Named Executive Officer’s death or disability or until the expiration date of the option, whichever is first. The vesting of Mr. Holzgrefe’s stock options in certain circumstances is described above under “Employment Agreement — Frederick J. Holzgrefe, III.”
|
|
|
|
|
|
|
|
|
|
|
| 48 |
|
SAIA, INC. |
|
2024 Proxy Statement |
|
|
|
|
|
|
Information About the Annual Meeting
What is the purpose of the annual meeting?
At the annual meeting, the stockholders will be asked to:
| 1. |
Elect ten directors for a term of one-year; |
| 2. |
Vote on an advisory basis to approve the compensation of Saia’s Named Executive Officers; |
| 3. |
Vote to approve and adopt an amendment and restatement of Saia’s certificate of incorporation to limit the liability of certain officers and make various conforming and technical revisions; and |
| 4. |
Ratify the appointment of KPMG LLP as Saia’s independent registered public accounting firm for fiscal year 2024. |
Stockholders also will transact any other business that may properly come before the meeting.
Who can attend the annual meeting? How do I attend?
This year’s annual meeting will be held in a virtual format through a live webcast.
Only stockholders of record at the close of business on March 4, 2024 have a right to attend the annual meeting. In order to be admitted to the annual meeting at www.meetnow.global/MT7RVRY, you must enter the control number found on your proxy card or voting instruction form, or in the email sending you the Proxy Statement. If you are a beneficial stockholder, you may contact the bank, broker or other institution where you hold your account if you have questions about obtaining your control number. Saia does not permit guests to attend the annual meeting.
We encourage you to log in to the website and access the webcast early, beginning approximately 15 minutes before the annual meeting start time.
May stockholders ask questions at the meeting?
Yes. Members of Saia’s management team, members of the Board of Directors, and a representative of KPMG LLP, Saia’s independent registered public accounting firm, are expected to be present at the annual meeting to respond to appropriate questions of general interest from stockholders at the end of the meeting. Questions may be submitted in advance of the meeting at www.meetnow.global/MT7RVRY after logging in with your control number. Questions may be submitted now through the end of the annual meeting. Saia will post answers on its Investor Relations website to stockholder questions pertinent to meeting matters that are received before and during the annual meeting that cannot be answered due to time constraints.
Who is entitled to vote?
You may vote if you owned shares of our common stock at the close of business on March 4, 2024, the record date for the annual meeting, provided such shares are held directly in your name as the stockholder of record or are held for you as the beneficial owner through a bank, broker or other nominee. If your shares are held through a bank, broker or other nominee, you must instruct your bank, broker or nominee how to vote your shares using the voting instruction card provided to you by the bank, broker or nominee. Each outstanding share of common stock is entitled to one vote for all matters that properly come before the annual meeting for a vote. At the close of business on the record date, there were 26,588,037 shares of Saia common stock outstanding and entitled to vote.
What is the difference between a stockholder of record and a beneficial owner of shares held in street name?
Stockholders of Record. If your shares are registered directly with our transfer agent, Computershare Trust Company, N.A., you are considered the stockholder of record with respect to those shares, and these proxy materials are being sent directly to you by us. As the stockholder of record, you have the right to grant your voting proxy directly to us through the enclosed proxy card.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2024 Proxy Statement |
|
SAIA, INC. |
|
|
67 |
|
INFORMATION ABOUT THE ANNUAL MEETING
Beneficial Owners. Many of our stockholders hold their shares through a bank, broker or other nominee rather than directly in their own name. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name, and these proxy materials (including a voting instruction card) are being forwarded to you by your bank, broker or nominee who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your bank, broker or nominee on how to vote your shares. Your bank, broker or nominee has enclosed a voting instruction card for you to use in directing the bank, broker or nominee regarding how to vote your shares.
How do I vote?
Stockholders of Record.
1. You May Vote by Mail. If you properly complete and sign the accompanying proxy card and return it in the enclosed envelope, it will be voted in accordance with your instructions. The enclosed envelope requires no additional postage if mailed in either the United States or Canada.
2. You May Vote by Telephone. You may vote by telephone by following the instructions included on the proxy card. If you vote by telephone, you do not have to mail in your proxy card. Telephone voting is available 24 hours a day. Votes submitted by telephone (1-800-652-8683) must be received by 11:59 p.m., Eastern Daylight Time on April 24, 2024.
3. You May Vote by Internet. You may vote by internet by following the instructions included on the proxy card. If you vote by internet, you do not have to mail in your proxy card. Internet voting is available 24 hours a day. Votes submitted through the internet (www.investorvote.com/SAIA) must be received by 11:59 p.m., Eastern Daylight Time on April 24, 2024.
4. You May Vote During the Meeting. You may vote during the meeting by using the control number located on the proxy card. Once you have entered the virtual meeting room you may access the voting prompt. After the polls have closed the voting prompt will be deactivated.
Beneficial Owners.
If you hold your shares in street name, follow the voting instruction card you receive from your bank, broker or other nominee. If you want to vote during the annual meeting, you must obtain a legal proxy from your bank, broker or nominee and present it during the annual meeting.
Can I change my vote?
Stockholders of Record. You may change your vote at any time before the proxy is exercised by giving written notice to Saia’s Secretary revoking your proxy, submitting a properly signed proxy bearing a later date or voting again by telephone or on the internet (your latest telephone or internet vote is counted).
Beneficial Owners. If you hold your shares through a bank, broker or other nominee, your ability to revoke your proxy depends on the voting procedures of the bank, broker or other nominee. Please follow the directions provided by your bank, broker or nominee.
What if I do not vote for some of the items listed on the proxy card or voting instruction card?
Stockholders of Record. If you indicate a choice with respect to any matter to be acted upon on your proxy card, the shares will be voted in accordance with your instructions. Proxy cards that are signed and returned, but do not contain voting instructions with respect to a proposal, will be voted in accordance with the recommendations of the Board with respect to that proposal.
Beneficial Owners. If you indicate a choice with respect to any matter to be acted upon on your voting instruction card, the shares will be voted in accordance with your instructions. If you do not indicate a choice with respect to a proposal or do not return your voting instruction card, the bank, broker or other nominee will determine if it has the discretionary authority to vote your shares. Regulations prohibit banks, brokers and other nominees from voting shares in elections of directors, as to compensation of the Named Executive Officers, and with respect to whether to approve the amended and restated certificate of incorporation to limit the liability of certain officers and make various other technical and
|
|
|
|
|
|
|
|
|
|
|
| 68 |
|
SAIA, INC. |
|
2024 Proxy Statement |
|
|
|
|
|
|
INFORMATION ABOUT THE ANNUAL MEETING
conforming changes, unless the beneficial owners indicate how the shares are to be voted on such matter. Therefore, unless you instruct your bank, broker or nominee on how to vote your shares with respect to the election of directors, as to the compensation of Saia’s Named Executive Officers, and whether to adopt the amended and restated certificate of incorporation to limit the liability of certain officers and make various other technical and conforming changes, your bank, broker or nominee will be prohibited from voting on your behalf on any such matter for which your instructions are not provided. As such, it is critical that you cast your vote if you want it to count for the proposals regarding the aforementioned matters. Your bank, broker or nominee will, however, continue to have discretionary authority to vote uninstructed shares on the ratification of the appointment of the Company’s independent registered public accounting firm.
How many shares must be present to hold the meeting?
A quorum must be present at the annual meeting for any business to be conducted. The presence at the annual meeting, in person (virtually) or by proxy, of the holders of a majority of the shares of Saia common stock outstanding on the record date will constitute a quorum. Abstentions and broker non-votes (which occur when a bank, broker or other nominee holding shares for a beneficial owner does not have discretionary voting authority with respect to a proposal and has not received instructions with respect to that proposal from the beneficial owner) will be treated as shares present for purposes of determining whether a quorum is present.
What if a quorum is not present at the meeting?
If a quorum is not present at the start of the meeting, the stockholders who are represented may adjourn the meeting until a quorum is present. The time and place of the adjourned meeting will be announced at the time the adjournment is taken, and so long as the adjournment is not for longer than 30 days, no other notice will be given.
How does the Board of Directors recommend I vote on the proposals?
Your Board recommends that you vote:
| |
• |
|
FOR the election of the ten nominees to the Board of Directors; |
| |
• |
|
FOR the compensation of Saia’s Named Executive Officers as presented in Proposal 2; |
| |
• |
|
FOR approval and adoption of the amendment and restatement of Saia’s certificate of incorporation to limit the liability of certain officers and make various conforming and technical revisions as presented in Proposal 3; and |
| |
• |
|
FOR the ratification of KPMG LLP as Saia’s independent registered public accounting firm as presented in Proposal 4. |
Will any other business be conducted at the meeting?
We know of no other business that will be presented at the meeting. If any other matter properly comes before the stockholders for a vote at the meeting, the proxy holders will vote your shares in accordance with their best judgment.
Who will count the votes?
Saia’s transfer agent, Computershare Trust Company, N.A., will tabulate and certify the votes. Douglas L. Col, the Company’s Executive Vice President, Chief Financial Officer and Secretary, will serve as the inspector of elections.
How many votes are required to elect the director nominees?
Because this is considered an uncontested election under the Company’s Bylaws, a nominee for director is elected to the Board if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election. Abstentions will not affect the election of directors. In tabulating the voting results for the election of directors, only “FOR” and “AGAINST” votes are counted. If an incumbent director fails to receive a majority of the vote for re-election, the Nominating and Governance Committee of the Board will act on an expedited basis to determine whether to accept the director’s previously tendered irrevocable resignation and will submit such recommendation for prompt consideration by the Board. In considering whether to accept or reject the tendered resignation, the Nominating and Governance Committee and the Board will consider any factors they deem relevant. Any director who fails to receive a majority of the vote for re-election pursuant to this provision of the Corporate Governance Guidelines will not participate in the Nominating and Governance Committee recommendation or Board consideration regarding whether or not to accept the tendered resignation.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2024 Proxy Statement |
|
SAIA, INC. |
|
|
69 |
|
APPENDIX A
Article IV
AUTHORIZED CAPITAL STOCK
The total number of shares of stock which the Corporation shall have authority to issue is 100,050,000 shares. Such shares shall consist of 50,000 shares of preferred stock, par value $0.001 per share, amounting to $50 in the aggregate and 100,000,000 shares of common stock, par value $0.001 per share, amounting to $100,000 in the aggregate.
Section 4.01 Preferred Stock.
(a) The preferred stock of the Corporation may be issued from time to time in one or more series of any number of shares, provided that the aggregate number of shares issued and not canceled in any and all such series shall not exceed the total number of shares of preferred stock authorized above.
(b) The Board of Directors is authorized, subject to any limitations prescribed by law, to provide for the issuance of preferred stock from time to time, in one or more series, by resolution or resolutions and the filing of a certificate pursuant to the DGCL, to establish the designations, preferences and rights of each such series and any qualifications, limitations or restrictions thereof.
Section 4.02 Common Stock.
(a) The common stock of the Corporation may be issued from time to time in one or more series of any number of shares, provided that the aggregate number of shares issued and not canceled in any and all such series shall not exceed the total number of shares of common stock authorized above.
(b) The Board of Directors is authorized, subject to any limitations prescribed by law, to provide for the issuance of common stock from time to time, in one or more series, by resolution or resolutions and the filing of a certificate pursuant to the DGCL, to establish the designations, preferences and rights of each such series and any qualifications, limitations or restrictions thereof.
(c) Without limiting the generality of the foregoing, shares of a series of common stock consisting of 20,000,000 shares, or such larger number of shares as the Board of Directors shall from time to time fix by resolution or resolutions, may be issued from time to time by the Board of Directors. Shares of this series shall be designated, and are hereinafter called “Common Stock.” The holders of record of the Common Stock shall be entitled to the following rights:
(i) to vote at all meetings of stockholders of the Corporation, and such holders shall have one vote at all such meetings in respect of each share of Common Stock held of record by them;
(ii) subject to the prior rights of the holders of all classes or series of preferred stock or common stock other than Common Stock, to receive when, if and as declared by the Board of Directors out of the assets of the Corporation legally available therefor, such dividends as may be declared by the Corporation from time to time to holders of Common Stock; and
(iii) subject to the prior rights of the holders of all classes or series of preferred stock or common stock other than Common Stock, at the time outstanding having prior rights as to distribution of assets upon liquidation, dissolution or winding-up, to receive the remaining assets of the Corporation upon liquidation, dissolution or winding-up.
|
|
|
|
|
|
|
|
|
|
|
| A-2 |
|
SAIA, INC. |
|
2024 Proxy Statement |
|
|
|
|
|
|
APPENDIX A
Section 8.02 Indemnification and Insurance.
(a) Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that such person, or a person of whom such person is the legal representative, is or was a Director or officer of the Corporation or, while a Director or officer of the Corporation, is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a Director, officer, employee or agent or in any other capacity while serving as a Director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended, against all expense, liability and loss (including attorneys’ fees, judgments, fines, amounts paid or to be paid in settlement and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974, as in effect from time to time) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of such person’s heirs, executors and administrators; provided, however, that, except as provided in paragraph (b) hereof, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors. The Corporation shall pay the expenses incurred in defending any such proceeding in advance of its final disposition; any advance payments shall be paid by the Corporation within 20 calendar days after the receipt by the Corporation of a statement or statements from the claimant requesting such advance or advances from time to time; provided, however, that, if and to the extent the DGCL requires, the payment of such expenses incurred by a Director or officer in such person’s capacity as a Director or officer (and not in any other capacity in which service was or is rendered by such person while a Director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such Director or officer, to repay all amounts so advanced if it shall ultimately be determined that such Director or officer is not entitled to be indemnified under this Section 8.02 or otherwise. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, and rights to have the Corporation pay the expenses incurred in defending any proceeding in advance of its final disposition, to any employee or agent of the Corporation to the fullest extent of the provisions of this Article with respect to the indemnification and advancement of expenses of Directors and officers of the Corporation.
(b) Right of Claimant to Bring Suit. If a claim under paragraph (a) of this Section 8.02 is not paid in full by the Corporation within 30 calendar days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standard of conduct which makes it permissible under the DGCL for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper under the circumstances because the claimant has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.
(c) Non-Exclusivity of Rights. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section 8.02 shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of this Amended and Restated Certificate of Incorporation, By-law, agreement, vote of stockholders or disinterested Directors or otherwise. No repeal or modification of this Article shall in any way diminish or adversely affect the rights of any Director, officer, employee or agent of the Corporation hereunder in respect of any occurrence or matter arising prior to any such repeal or modification.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2024 Proxy Statement |
|
SAIA, INC. |
|
|
A-5 |
|
Pay vs Performance Disclosure - USD ($)
|
12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
| Pay vs Performance Disclosure |
|
|
|
|
| Pay vs Performance Disclosure, Table |
Pay Versus Performance Table Below is information regarding the relationship between executive compensation and our financial performance for each of the fiscal years ended December 31, 2023, 2022, 2021 and 2020. In determining the “compensation actually paid” to our Named Executive Officers, SEC rules require us to make various adjustments to amounts reported in the Summary Compensation Table because the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. The table below summarizes compensation values reported in our Summary Compensation Table, as well as the adjusted values required in this section by SEC rules.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2023 |
|
$ |
5,730,859 |
|
|
|
— |
|
|
$ |
17,257,547 |
|
|
|
— |
|
|
$ |
2,058,019 |
|
|
$ |
5,735,521 |
|
|
$ |
470.60 |
|
|
$ |
130.87 |
|
|
$ |
354,857,000 |
|
|
$ |
460,496,000 |
|
| 2022 |
|
$ |
4,523,872 |
|
|
|
— |
|
|
$ |
(3,078,337 |
) |
|
|
— |
|
|
$ |
1,616,138 |
|
|
$ |
(394,499 |
) |
|
$ |
225.17 |
|
|
$ |
97.55 |
|
|
$ |
357,422,000 |
|
|
$ |
470,488,000 |
|
| 2021 |
|
$ |
4,937,517 |
|
|
|
— |
|
|
$ |
16,313,494 |
|
|
|
— |
|
|
$ |
1,563,271 |
|
|
$ |
5,643,403 |
|
|
$ |
361.93 |
|
|
$ |
120.41 |
|
|
$ |
253,235,000 |
|
|
$ |
335,141,000 |
|
| 2020 |
|
$ |
2,430,138 |
|
|
$ |
2,692,691 |
|
|
$ |
10,089,077 |
|
|
$ |
15,866,394 |
|
|
$ |
948,322 |
|
|
$ |
2,395,295 |
|
|
$ |
194.16 |
|
|
$ |
106.29 |
|
|
$ |
138,340,000 |
|
|
$ |
180,321,000 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1) |
Our Principal Executive Officer (“PEO”) and the remaining Named Executive Officers for the relevant fiscal year, as determined under SEC rules, are as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
Frederick J. Holzgrefe III |
|
|
|
Douglas L. Col, Rohit Lal, Raymond R. Ramu, and Patrick D. Sugar |
2022 |
|
Frederick J. Holzgrefe III |
|
|
|
Douglas L. Col, Raymond R. Ramu, Patrick D. Sugar and Anthony Norwood |
2021 |
|
Frederick J. Holzgrefe III |
|
|
|
Douglas L. Col, Raymond R. Ramu, Patrick D. Sugar and Rohit Lal |
2020 |
|
Frederick J. Holzgrefe III |
|
Richard D. O’Dell |
|
Douglas L. Col, Robert S. Chambers, Raymond R. Ramu, Paul C. Peck and Karla J. Staver |
| (2) |
“Compensation actually paid” to our Named Executive Officers represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted per SEC rules as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY |
|
$ |
(1,126,107 |
) |
|
$ |
(1,957,361 |
) |
|
$ |
(363,579 |
) |
|
$ |
(2,386,158 |
) |
|
$ |
(588,865 |
) |
|
$ |
(2,394,308 |
) |
|
$ |
(715,715 |
) |
|
$ |
(3,382,889 |
) |
|
$ |
(1,017,459 |
) |
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End |
|
$ |
2,839,979 |
|
|
$ |
5,850,426 |
|
|
$ |
833,446 |
|
|
$ |
5,042,837 |
|
|
$ |
1,215,977 |
|
|
$ |
1,398,460 |
|
|
$ |
459,173 |
|
|
$ |
5,795,923 |
|
|
$ |
1,743,218 |
|
Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End |
|
$ |
5,788,843 |
|
|
$ |
8,957,943 |
|
|
$ |
995,686 |
|
|
$ |
8,003,541 |
|
|
$ |
3,166,405 |
|
|
$ |
(4,315,909 |
) |
|
$ |
(1,255,471 |
) |
|
$ |
7,617,848 |
|
|
$ |
2,228,303 |
|
Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date |
|
$ |
156,224 |
|
|
$ |
322,695 |
|
|
$ |
103,053 |
|
|
$ |
715,757 |
|
|
$ |
286,615 |
|
|
$ |
(2,290,452 |
) |
|
$ |
(498,624 |
) |
|
$ |
1,495,805 |
|
|
$ |
723,440 |
|
Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
(121,633 |
) |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
TOTAL ADJUSTMENTS |
|
$ |
7,658,939 |
|
|
$ |
13,173,703 |
|
|
$ |
1,446,973 |
|
|
$ |
11,375,977 |
|
|
$ |
4,080,132 |
|
|
$ |
(7,602,209 |
) |
|
$ |
(2,010,637 |
) |
|
$ |
11,526,688 |
|
|
$ |
3,677,502 |
|
| (3) |
For the relevant fiscal year, represents the cumulative total shareholder return of the NASDAQ Transportation Index (the “Peer Group TSR”). |
| (4) |
The Company selected measure is operating income which is a GAAP measure used in the annual cash incentive plan. |
|
|
|
|
| Company Selected Measure Name |
operating income
|
|
|
|
| Named Executive Officers, Footnote |
| (1) |
Our Principal Executive Officer (“PEO”) and the remaining Named Executive Officers for the relevant fiscal year, as determined under SEC rules, are as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
Frederick J. Holzgrefe III |
|
|
|
Douglas L. Col, Rohit Lal, Raymond R. Ramu, and Patrick D. Sugar |
2022 |
|
Frederick J. Holzgrefe III |
|
|
|
Douglas L. Col, Raymond R. Ramu, Patrick D. Sugar and Anthony Norwood |
2021 |
|
Frederick J. Holzgrefe III |
|
|
|
Douglas L. Col, Raymond R. Ramu, Patrick D. Sugar and Rohit Lal |
2020 |
|
Frederick J. Holzgrefe III |
|
Richard D. O’Dell |
|
Douglas L. Col, Robert S. Chambers, Raymond R. Ramu, Paul C. Peck and Karla J. Staver |
|
|
|
|
| Peer Group Issuers, Footnote |
For the relevant fiscal year, represents the cumulative total shareholder return of the NASDAQ Transportation Index (the “Peer Group TSR”).
|
|
|
|
| Adjustment To PEO Compensation, Footnote |
| (2) |
“Compensation actually paid” to our Named Executive Officers represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted per SEC rules as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY |
|
$ |
(1,126,107 |
) |
|
$ |
(1,957,361 |
) |
|
$ |
(363,579 |
) |
|
$ |
(2,386,158 |
) |
|
$ |
(588,865 |
) |
|
$ |
(2,394,308 |
) |
|
$ |
(715,715 |
) |
|
$ |
(3,382,889 |
) |
|
$ |
(1,017,459 |
) |
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End |
|
$ |
2,839,979 |
|
|
$ |
5,850,426 |
|
|
$ |
833,446 |
|
|
$ |
5,042,837 |
|
|
$ |
1,215,977 |
|
|
$ |
1,398,460 |
|
|
$ |
459,173 |
|
|
$ |
5,795,923 |
|
|
$ |
1,743,218 |
|
Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End |
|
$ |
5,788,843 |
|
|
$ |
8,957,943 |
|
|
$ |
995,686 |
|
|
$ |
8,003,541 |
|
|
$ |
3,166,405 |
|
|
$ |
(4,315,909 |
) |
|
$ |
(1,255,471 |
) |
|
$ |
7,617,848 |
|
|
$ |
2,228,303 |
|
Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date |
|
$ |
156,224 |
|
|
$ |
322,695 |
|
|
$ |
103,053 |
|
|
$ |
715,757 |
|
|
$ |
286,615 |
|
|
$ |
(2,290,452 |
) |
|
$ |
(498,624 |
) |
|
$ |
1,495,805 |
|
|
$ |
723,440 |
|
Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
(121,633 |
) |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
TOTAL ADJUSTMENTS |
|
$ |
7,658,939 |
|
|
$ |
13,173,703 |
|
|
$ |
1,446,973 |
|
|
$ |
11,375,977 |
|
|
$ |
4,080,132 |
|
|
$ |
(7,602,209 |
) |
|
$ |
(2,010,637 |
) |
|
$ |
11,526,688 |
|
|
$ |
3,677,502 |
|
|
|
|
|
| Non-PEO NEO Average Total Compensation Amount |
$ 2,058,019
|
$ 1,616,138
|
$ 1,563,271
|
$ 948,322
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 5,735,521
|
(394,499)
|
5,643,403
|
2,395,295
|
| Adjustment to Non-PEO NEO Compensation Footnote |
| (2) |
“Compensation actually paid” to our Named Executive Officers represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted per SEC rules as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY |
|
$ |
(1,126,107 |
) |
|
$ |
(1,957,361 |
) |
|
$ |
(363,579 |
) |
|
$ |
(2,386,158 |
) |
|
$ |
(588,865 |
) |
|
$ |
(2,394,308 |
) |
|
$ |
(715,715 |
) |
|
$ |
(3,382,889 |
) |
|
$ |
(1,017,459 |
) |
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End |
|
$ |
2,839,979 |
|
|
$ |
5,850,426 |
|
|
$ |
833,446 |
|
|
$ |
5,042,837 |
|
|
$ |
1,215,977 |
|
|
$ |
1,398,460 |
|
|
$ |
459,173 |
|
|
$ |
5,795,923 |
|
|
$ |
1,743,218 |
|
Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End |
|
$ |
5,788,843 |
|
|
$ |
8,957,943 |
|
|
$ |
995,686 |
|
|
$ |
8,003,541 |
|
|
$ |
3,166,405 |
|
|
$ |
(4,315,909 |
) |
|
$ |
(1,255,471 |
) |
|
$ |
7,617,848 |
|
|
$ |
2,228,303 |
|
Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date |
|
$ |
156,224 |
|
|
$ |
322,695 |
|
|
$ |
103,053 |
|
|
$ |
715,757 |
|
|
$ |
286,615 |
|
|
$ |
(2,290,452 |
) |
|
$ |
(498,624 |
) |
|
$ |
1,495,805 |
|
|
$ |
723,440 |
|
Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
(121,633 |
) |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
TOTAL ADJUSTMENTS |
|
$ |
7,658,939 |
|
|
$ |
13,173,703 |
|
|
$ |
1,446,973 |
|
|
$ |
11,375,977 |
|
|
$ |
4,080,132 |
|
|
$ |
(7,602,209 |
) |
|
$ |
(2,010,637 |
) |
|
$ |
11,526,688 |
|
|
$ |
3,677,502 |
|
|
|
|
|
| Compensation Actually Paid vs. Total Shareholder Return |
|
|
|
|
| Compensation Actually Paid vs. Net Income |
|
|
|
|
| Compensation Actually Paid vs. Company Selected Measure |
|
|
|
|
| Tabular List, Table |
Pay Versus Performance Tabular List We believe the following financial performance measures represent the most important financial performance measures used by us to link compensation actually paid to our Named Executive Officers for the fiscal year ended December 31, 2023 to Company performance:
|
Company Selected Measures |
Operating Income |
Operating Ratio |
Total Shareholder Return |
|
|
|
|
| Total Shareholder Return Amount |
$ 470.6
|
225.17
|
361.93
|
194.16
|
| Peer Group Total Shareholder Return Amount |
130.87
|
97.55
|
120.41
|
106.29
|
| Net Income (Loss) |
$ 354,857,000
|
$ 357,422,000
|
$ 253,235,000
|
$ 138,340,000
|
| Company Selected Measure Amount |
460,496,000
|
470,488,000
|
335,141,000
|
180,321,000
|
| Measure:: 1 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
Operating Income
|
|
|
|
| Non-GAAP Measure Description |
The Company selected measure is operating income which is a GAAP measure used in the annual cash incentive plan.
|
|
|
|
| Measure:: 2 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
Operating Ratio
|
|
|
|
| Measure:: 3 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
Total Shareholder Return
|
|
|
|
| Frederick J Holzgrefe III [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| PEO Total Compensation Amount |
$ 5,730,859
|
$ 4,523,872
|
$ 4,937,517
|
$ 2,430,138
|
| PEO Actually Paid Compensation Amount |
$ 17,257,547
|
$ (3,078,337)
|
$ 16,313,494
|
$ 10,089,077
|
| PEO Name |
Frederick J. Holzgrefe III
|
Frederick J. Holzgrefe III
|
Frederick J. Holzgrefe III
|
Frederick J. Holzgrefe III
|
| Richard D. ODell [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| PEO Total Compensation Amount |
$ 0
|
$ 0
|
$ 0
|
$ 2,692,691
|
| PEO Actually Paid Compensation Amount |
0
|
0
|
0
|
$ 15,866,394
|
| PEO Name |
|
|
|
Richard D. O’Dell
|
| PEO | Frederick J Holzgrefe III [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
11,526,688
|
7,602,209
|
11,375,977
|
$ 7,658,939
|
| PEO | Frederick J Holzgrefe III [Member] | Deduction For Amounts Reported Under The Stock Awards And Option Awards Columns In The Summary Compensation Table For Applicable Fy [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
3,382,889
|
2,394,308
|
2,386,158
|
1,126,107
|
| PEO | Frederick J Holzgrefe III [Member] | Increase Based On Asc 718 Fair Value Of Awards Granted During Applicable Fy That Remain Unvested As Of Applicable Fy End, Determined As Of Applicable Fy End [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
5,795,923
|
1,398,460
|
5,042,837
|
2,839,979
|
| PEO | Frederick J Holzgrefe III [Member] | Increase Deduction For Awards Granted During Prior Fy That Were Outstanding And Unvested As Of Applicable Fy End, Determined Based On Change In Asc 718 Fair Value From Prior Fy End To Applicable Fy End [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
7,617,848
|
4,315,909
|
8,003,541
|
5,788,843
|
| PEO | Frederick J Holzgrefe III [Member] | Increase Deduction For Awards Granted During Prior Fy That Vested During Applicable Fy Determined Based On Change In Asc 718 Fair Value From Prior Fy End To Vesting Date [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
1,495,805
|
2,290,452
|
715,757
|
156,224
|
| PEO | Frederick J Holzgrefe III [Member] | Deduction Of Asc 718 Fair Value Of Awards Granted During Prior Fy That Were Forfeited During Applicable Fy Determined As Of Prior Fy End [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
0
|
| PEO | Richard D. ODell [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
13,173,703
|
| PEO | Richard D. ODell [Member] | Deduction For Amounts Reported Under The Stock Awards And Option Awards Columns In The Summary Compensation Table For Applicable Fy [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
1,957,361
|
| PEO | Richard D. ODell [Member] | Increase Based On Asc 718 Fair Value Of Awards Granted During Applicable Fy That Remain Unvested As Of Applicable Fy End, Determined As Of Applicable Fy End [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
5,850,426
|
| PEO | Richard D. ODell [Member] | Increase Deduction For Awards Granted During Prior Fy That Were Outstanding And Unvested As Of Applicable Fy End, Determined Based On Change In Asc 718 Fair Value From Prior Fy End To Applicable Fy End [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
8,957,943
|
| PEO | Richard D. ODell [Member] | Increase Deduction For Awards Granted During Prior Fy That Vested During Applicable Fy Determined Based On Change In Asc 718 Fair Value From Prior Fy End To Vesting Date [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
322,695
|
| PEO | Richard D. ODell [Member] | Deduction Of Asc 718 Fair Value Of Awards Granted During Prior Fy That Were Forfeited During Applicable Fy Determined As Of Prior Fy End [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
0
|
| Non-PEO NEO |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
3,677,502
|
2,010,637
|
4,080,132
|
1,446,973
|
| Non-PEO NEO | Deduction For Amounts Reported Under The Stock Awards And Option Awards Columns In The Summary Compensation Table For Applicable Fy [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
1,017,459
|
715,715
|
588,865
|
363,579
|
| Non-PEO NEO | Increase Based On Asc 718 Fair Value Of Awards Granted During Applicable Fy That Remain Unvested As Of Applicable Fy End, Determined As Of Applicable Fy End [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
1,743,218
|
459,173
|
1,215,977
|
833,446
|
| Non-PEO NEO | Increase Deduction For Awards Granted During Prior Fy That Were Outstanding And Unvested As Of Applicable Fy End, Determined Based On Change In Asc 718 Fair Value From Prior Fy End To Applicable Fy End [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
2,228,303
|
1,255,471
|
3,166,405
|
995,686
|
| Non-PEO NEO | Increase Deduction For Awards Granted During Prior Fy That Vested During Applicable Fy Determined Based On Change In Asc 718 Fair Value From Prior Fy End To Vesting Date [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
723,440
|
498,624
|
286,615
|
103,053
|
| Non-PEO NEO | Deduction Of Asc 718 Fair Value Of Awards Granted During Prior Fy That Were Forfeited During Applicable Fy Determined As Of Prior Fy End [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
$ 0
|
$ 0
|
$ 0
|
$ 121,633
|