DEF 14A of SPS Commerce Inc
Filed Mar 28, 2025 · FY20240001092699-25-000029
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE The Board conducts its business through meetings of established standing committees. Each of the standing committees has adopted and operates under a written charter, all of which are available within our corporate governance section of our investor relations portion of our website at www.spscommerce.com. We have adopted a code of business conduct and ethics relating to the conduct of our business by our directors, officers (including our PEO and principal financial and accounting officer), and employees (our “Code of Conduct”), that can also be found in the same section on our website. We plan to post on our website at the address described above any future amendments or waivers of our Code of Conduct applicable to our PEO or principal financial and accounting officer. Additionally, our Corporate Governance Guidelines are also available in the same section on our website.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| Board Leadership Structure |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
One of the key responsibilities of the Board is to have a leadership structure that allows it to provide effective oversight of management and maximize the contributions of its members. The Board evaluates its leadership structure on an ongoing basis. The Board does not have a policy as to whether the position of the chair of the Board (the “Chair”) and the position of the CEO or other executive position should be separate. Rather, the Board believes it should retain the flexibility to decide what is in the best interest of the Company at any point in time. If the position of Chair is held by a director who is not independent, the Board will appoint a Lead Independent Director from among its members using criteria the Board deems appropriate. If the Chair is an independent director, then the duties of the Lead Independent Director described below shall be part of the duties of the Chair. The Board believes that in the absence of an independent Chair, a Lead Independent Director is an integral part of a governance structure that promotes strong, independent oversight of the Company’s management and affairs. In fulfilling his or her responsibilities, the Lead Independent Director, if any, will: preside at all meetings of the Board when the Chair is not present; convene and preside at meetings of the independent directors, including executive sessions; review and provide input on meeting agendas for the Board and its committees; and perform such other duties as may be requested by the Board. Currently: •Chad Collins serves as our CEO and as a member of our Board, and has done so since October 2, 2023. •Archie Black served as Executive Chair of the Board from October 2, 2023 until his term as a director ended on May 16, 2024, the date of the 2024 annual meeting of stockholders. •Philip Soran serves as our Chair of the Board. Mr. Soran served as Lead Independent Director from October 2, 2023 until May 16, 2024, at which time he resumed his role as Chair of the Board. He also served as Chair of the Board from May 17, 2022 to October 2, 2023, as well as from 2014 to 2017.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| | 14 | Proxy Statement for the 2025 Annual Meeting of Stockholders |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| Board Committees |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
The Board has established an Audit Committee, a Compensation & Talent Committee, a Governance & Nominating Committee and a Finance & Strategy Committee. The following sets forth the membership of each of our committees as of March 28, 2025.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| | BOARD COMMITTEES | | | | | | DIRECTOR(1) | | Audit | Compensation & Talent | Governance & Nominating | Finance & Strategy | | James Ramsey | | | | l | l | | Marty Réaume | | | u | l | | | Tami Reller | | l | l | | | | Anne Sempowski Ward | | l | | u | | | Philip Soran | | | l | | l | | Sven Wehrwein | | u | | | u | | u Chair l Member | | | | | |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
1 Mr. Collins does not currently serve on a committee. As stated above, Mr. Ramsey will not stand for re-election as a director at the 2025 Annual Meeting; and therefore, will no longer serve on his applicable committees as of that date. In addition, Mr. Gaurav was appointed effective March 6, 2025, and does not currently serve on a committee, though the Board has appointed Mr. Gaurav to serve on the Finance & Strategy Committee effective May 13, 2025.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| | 15 | Proxy Statement for the 2025 Annual Meeting of Stockholders |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
The primary responsibilities, current members, and number of meetings in 2024 of each Board committee are discussed in turn below.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| Audit Committee | | | Chair: | Among other matters, our Audit Committee: •assesses management’s processes for ensuring the quality and integrity of the Company’s financial statements through oversight of the accounting and financial reporting processes and audits of the financial statements; •evaluates the qualifications, performance and independence of our independent auditor and reviews and approves both auditing and non-audit services to be provided by the independent auditor; •discusses with management and our independent auditors any major issues as to the adequacy of our internal controls, any actions to be taken in light of significant or material control deficiencies and the adequacy of disclosures about changes in internal control over financial reporting; •oversees our legal and regulatory compliance process; •oversees management’s processes to monitor, control, and report on significant corporate risk exposures; •establishes procedures for the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls or auditing matters, including the confidential, anonymous submission by employees of concerns regarding accounting or auditing matters; •oversees our investment and cash management policies; •oversees, reviews and discusses with management: the Company’s cybersecurity, information technology and data security risks and threats; the potential impact of those risks and threats on the Company’s business, operations and reputation; and management’s processes, procedures and actions to identify, assess, monitor, mitigate and remediate such risks and threats; and •approves the Audit Committee report required by the rules of the SEC to be included in our annual proxy statement. Each of the members of our Audit Committee meets the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq. Our Board has determined that Mr. Wehrwein is an Audit Committee financial expert, as defined under the applicable rules of the SEC. Each member of our Audit Committee satisfies the Nasdaq independence standards and the independence standards of Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). | | Sven Wehrwein | | | Additional Members: | | | Tami Reller | | | Anne Sempowski Ward | | | Number of Meetings Held in 2024: | | | 7 | |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| | 16 | Proxy Statement for the 2025 Annual Meeting of Stockholders |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| Compensation & Talent Committee | | | Chair: | Among other matters, our Compensation & Talent Committee: •reviews and approves, on an annual basis, the goals, and objectives relevant to our executive officers’ compensation; •assesses and approves our CEO and other executive officers’ annual compensation, including salary, bonus, incentive and equity-based compensation, based on a review of executive officer performance evaluations, a review of peer company compensation programs, and external consultations; •administers our equity compensation plans; •periodically reviews the compensation paid to our non-employee directors and recommends any adjustments in director compensation to our Board; •oversees and administers our incentive compensation recovery policies; and •reviews and provides guidance to management with respect to our human capital management policies, programs and strategies, including but not limited to those regarding talent recruitment, development and retention, health and safety, organizational culture, diversity, equity and inclusion, and compensation and benefits. | | Marty Réaume | | | Additional Members: | | | Tami Reller | | | Philip Soran | | | Number of Meetings Held in 2024: | | | 5 | |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| Governance & Nominating Committee | | | Chair: | Among other matters, our Governance & Nominating Committee: •identifies, evaluates and recommends individuals qualified to become members of the Board; •determines the composition of the Board and its committees; •oversees the evaluation of our Board and individual directors; •reviews and recommends any modifications to our Corporate Governance Guidelines; •recommends to the Board succession plans for our CEO and other critical, senior management positions; and •provides oversight of, and periodically discusses with management, the Company’s objectives, policies, and efforts related to environmental, social, and governance (“ESG”) practices and other corporate responsibility matters, including with respect to sustainability, environmental, corporate citizenship, social, governance, political, and public policy matters. | | Anne Sempowski Ward | | | Additional Members: | | | James Ramsey | | | Marty Réaume | | | Number of Meetings Held in 2024: | | | 5 | |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| Finance & Strategy Committee | | | Chair: | Among other matters, our Finance & Strategy Committee assists the Board in matters involving certain finance and strategic matters, including: •monitoring policies regarding capital structure and leverage levels; •reviewing dividend and share repurchase policies and practices; and •reviewing proposed merger, acquisition, recapitalization, financing and other similar transactions. | | Sven Wehrwein | | | Additional Members: | | | James Ramsey | | | Philip Soran | | | Number of Meetings Held in 2024: | | | 6 | |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| | 17 | Proxy Statement for the 2025 Annual Meeting of Stockholders |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| Board Meetings and Attendance |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Our Board held six meetings during 2024. Each of our directors attended at least 75% of the meetings of the Board and the committees on which they served during 2024. Our Corporate Governance Guidelines provide that our directors are expected to make every reasonable effort to attend our annual meeting of stockholders, and each of our directors at the time attended our 2024 annual meeting of stockholders.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| Board Involvement in Risk Oversight |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| Responsibility of Management | Our management is responsible for identifying the various risks facing us, formulating risk management policies and procedures, and managing our risk exposures on a day-to-day basis. | | Responsibility of the Board | The Board is responsible for monitoring our risk management processes by informing itself concerning our material risks and evaluating whether management has reasonable controls in place to address the material risks; the Board is not responsible, however, for identifying or managing our various risks. | | Responsibility of the Audit Committee | The Audit Committee is primarily responsible for providing oversight in the areas of financial risk, legal and regulatory compliance, and cybersecurity risk. The Board, with the assistance from the Audit Committee, is primarily responsible for monitoring management’s responsibility in all other areas of risk management for the Company. | | Responsibility of the Compensation & Talent Committee | The Compensation & Talent Committee is charged with overseeing risks associated with our variable compensation policies and practices and annually reviews whether risks arising from our compensation policies and practices for our employees are reasonably likely to have a material adverse effect on SPS. |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
The Audit Committee and the full Board focus on the material risks facing us, including financial, operational, market, geographic, liquidity, legal and regulatory, and cybersecurity, information technology and data security risks, to assess whether management has reasonable controls in place to address these risks. Accordingly, management regularly reported to the Audit Committee and the Board on the risks described above and related risk management during 2024. The Board believes this division of responsibilities provides an effective and efficient approach for addressing risk management.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| Procedures for Contacting the Company, including the Board |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Throughout this Proxy Statement, we identify reasons stockholders may need or wish to contact the Company. All of those communications should be directed to the title of the person indicated at the address below. Stockholders who wish to communicate with the Board may do so by writing to the Board or a particular director in care of the Secretary of the Company. Communications should be delivered to the address below, with attention to “Corporate Secretary”. SPS Commerce, Inc.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| | 18 | Proxy Statement for the 2025 Annual Meeting of Stockholders |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
All communications addressed to the Board will initially be received and processed by the Secretary of the Company, who will then refer the communication to the appropriate Board member (either the director named in the communication, the chairperson of the Board committee having authority over the matter raised in the communication, or the chairperson of the Board in all other cases). The director to whom a communication is referred will determine, in consultation with our counsel, whether a copy or summary of the communication will be provided to the other directors. The Board will respond to communications if and as appropriate.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| Director Independence |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
As required under Nasdaq rules and regulations, a majority of the members of a listed company’s board of directors must qualify as “independent,” as affirmatively determined by the board. The Board consults with our counsel to ensure that the Board’s determinations are consistent with all relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of Nasdaq, as in effect from time to time. Among other things, Nasdaq rules require the Board to determine that an individual is free of any relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Consistent with these considerations, our Board has undertaken a review of the independence of each current director and each director who served during 2024. Based on information provided by the directors concerning their background, employment, and affiliations, and after reviewing transactions or relationships deemed relevant by the Board, the Board has affirmatively determined that all such directors are independent directors within the meaning of the applicable Nasdaq listing standards, except for Mr. Collins, our CEO, and Mr. Black, our former Executive Chair. As required under Nasdaq rules and regulations, our independent directors meet in regularly scheduled executive sessions at which only independent directors are present. All members of each of the Audit Committee, Compensation & Talent Committee, and Governance & Nominating Committee have been determined by the Board to be independent within the meaning of Nasdaq rules and regulations and applicable SEC rules.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| Procedures for Selecting and Nominating Director Candidates |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Stockholders may directly nominate a person for election to our Board by complying with the procedures set forth in Article II, Section 2.4(a)(2) of our bylaws, and with the rules and regulations of the SEC. Under our bylaws, only persons nominated in accordance with the procedures set forth in the bylaws will be eligible to serve as directors. In order to nominate an individual for service as a director, you must be a stockholder of record at the time you give notice of your nomination, and you must be entitled to vote for the election of directors at the annual meeting of stockholders at which your nominee will be considered. In accordance with our bylaws, director nominations generally must be made pursuant to notice delivered to, or mailed to and received by, our Secretary at the principal executive offices at the address above and in accordance with the deadlines summarized below in the section “Stockholder Proposals for 2026 Annual Meeting of Stockholders.” Your notice must set forth all information relating to the nominee that is required to be disclosed in solicitations of proxies for the election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including the nominee’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected). Your notice also must set forth certain information as set forth in our bylaws. A stockholder who intends to solicit proxies in support of director nominees other than the Company’s director nominees and who has delivered a notice of nomination pursuant to our bylaws shall promptly certify to the Company, and notify the Company in writing, that it has complied with or will comply with the requirements of Rule 14a-19 under the Exchange Act, and upon request of the Company, shall, not later than five business days prior to the date of the applicable meeting of stockholders, deliver to the Company reasonable evidence of such compliance.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| | 19 | Proxy Statement for the 2025 Annual Meeting of Stockholders |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
In addition to satisfying the foregoing requirements, in order to comply with the universal proxy rules, a stockholder who intends to solicit proxies in support of director nominees for election at the 2026 Annual Meeting of Stockholders, other than the Company’s nominees, must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 16, 2026. If the date of the 2026 annual meeting of stockholders is more than 30 days before or after the first anniversary of the 2025 Annual Meeting, then such notice must be provided by the later of 60 days prior to the date of such meeting or the tenth day following the day on which public announcement of the date of such meeting is first made. All notices related to director nominations must also comply with the requirements of applicable law and the provisions set forth in our bylaws. If a stockholder desires to recommend a candidate for consideration by the Governance & Nominating Committee, instead of nominating that director for election by stockholders, the Governance & Nominating Committee will consider such director candidates recommended to it by stockholders in the same manner that it considers all director candidates. Stockholders who wish to suggest qualified candidates should write to the Company at the address listed above, to the attention of the Chair of the Governance & Nominating Committee, stating in detail the characteristics that make the candidate a suitable person to serve on our Board in light of our Corporate Governance Guidelines. As required by our Corporate Governance Guidelines, when evaluating the appropriate characteristics of candidates for service as a director, the Governance & Nominating Committee takes into account many factors. The Board selects and recommends to stockholders qualified individuals who, if added to the Board, would provide the appropriate mix of director characteristics and diverse experiences, perspectives, and skills. Board candidates are considered based on various criteria, including breadth and depth of relevant business and board skills and experiences, judgment and integrity, reputation in their profession, diversity of background, education, leadership ability, concern for the interests of stockholders and relevant regulatory guidelines. These considerations are made in the context of an assessment of the perceived needs of the Board at the particular point in time. We do not have a policy with respect to Board diversity, however, the Board seeks to have a Board that represents diversity as to gender, race, ethnicity, and background experiences. We are committed to inclusiveness and as such, when searching for director nominees, the Governance & Nominating Committee endeavors to include highly qualified diverse candidates in the pool from which nominees are chosen. Directors must be willing and able to devote sufficient time to carrying out their duties and responsibilities effectively and should be committed to serving on the Board for an extended period of time.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| Board Diversity |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
As of March 28, 2025, the diversity of our Board was as follows:
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| Board Diversity Matrix | | | | Total number of directors | 8 | | | Part I: Gender Identity | Female | Male | | Directors | 3 | 5 | | Part II: Demographic Background | | | | African American or Black | 1 | — | | White | 2 | 4 | | Asian | — | 1 |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| | 20 | Proxy Statement for the 2025 Annual Meeting of Stockholders |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| Director Compensation |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Our director compensation program is designed to compensate our non-employee directors fairly for work required for a company of our size and scope and to align their interests with the long-term interests of our stockholders. Director compensation reflects our desire to attract, retain, and use the expertise of highly qualified individuals serving on our Board. The Compensation & Talent Committee reviews the compensation structure and overall level of compensation arrangements for our non-employee directors every two years relative to the midpoint for non-employee directors of our Peer Group, as discussed in the Compensation Discussion & Analysis section below, and makes recommendations to our Board. The compensation structure and arrangements for our non-employee directors remained the same for 2024 as the prior year. As discussed below in “Changes to Non-Employee Director Compensation,” the Board has approved certain changes beginning with the date of the 2025 Annual Meeting.
Changes to Non-Employee Director Compensation
Changes to Non-Employee Director Compensation During 2024, the Compensation & Talent Committee conducted a regular review of our non-employee director compensation program. The Compensation & Talent Committee conducted its review in consultation with its third-party compensation consultant, Compensia, Inc. (“Compensia”), which provided compensation data and analyses. Based on its review, the Compensation & Talent Committee recommended to the Board that certain changes be made to our non-employee director compensation program in order to better align non-employee director compensation with market practices. Effective beginning on the date of the 2025 Annual Meeting, the Board approved eliminating the stock option components of the annual and initial equity grants, while increasing the total value of the annual and initial equity grants to $200,000. The Board also approved increases to a number of the annual cash retainers, specifically the Board Chairperson annual retainer (to $85,000), the Governance & Nominating Committee Chairperson annual retainer (to $8,500), and the Compensation & Talent Committee non-chair member annual retainer (to $7,500). Under the revised program, the initial equity grant will be in the form of RSUs rather than stock options, and the annual equity grant can be RSUs, DSUs, or a combination thereof, at the director’s election.
2024 Director Compensation Table
2024 Director Compensation Table The table below sets forth the compensation paid to our non-employee directors during 2024.
2024 Director Compensation Table
| | Fees Earned or Paid in Cash | Stock Awards | Option Awards | Total | | Name(1) | ($) | ($)(2) | ($)(2) | ($) | | James Ramsey | 46,240 | 91,163 | 91,237 | 228,640 | | Marty Réaume | 55,870 | 91,163 | 91,237 | 238,270 | | Tami Reller | 49,385 | 91,163 | 91,237 | 231,785 | | Philip Soran | 73,000 | 91,163 | 91,237 | 255,400 | | Anne Sempowski Ward | 51,505 | 91,163 | 91,237 | 233,905 | | Sven Wehrwein | 65,000 | 91,163 | 91,237 | 247,400 |
2024 Director Compensation Table
(1)Mr. Collins and Mr. Black did not receive any separate compensation for their service as directors. Their compensation for 2024 is included in the “2024 Summary Compensation Table.” (2)Represents the grant date fair value of the stock and option awards granted during the year determined in accordance with ASC Topic 718. For a discussion of the relevant assumptions used to determine the valuation of our equity awards for financial reporting purposes, refer to Note A and Note K to the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Under our stock ownership guidelines, we require our non-employee directors to beneficially own shares of our common stock with a value at least equal to five times the annual non-chair cash retainer ($175,000 for 2024). Non-employee directors must comply with the stock ownership guidelines within five years of their appointment to the Board. Until a non-employee director has achieved compliance with the ownership guidelines, the director must retain 50% of the shares acquired upon exercise, vesting or settlement of any equity award, net of shares otherwise deliverable to satisfy the payment of any applicable exercise price or tax withholding. The following shares do not count toward satisfaction of our ownership guidelines: (i) shares subject to a compensatory equity-based award of any kind that has not yet vested; and (ii) shares subject to an option, stock appreciation right, restricted stock unit, deferred stock unit or similar award that has not yet been exercised and is not in-the-money. Currently, vested in-the-money options count toward the ownership level, but effective January 1, 2027, unexercised stock options will not count toward the ownership level. As of March 19, 2025, each of our non-employee directors had met the stock ownership requirement or had served as a director for less than five years.
2024 Director Compensation Table
| | 22 | Proxy Statement for the 2025 Annual Meeting of Stockholders |
2024 Director Compensation Table
| INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | |
2024 Director Compensation Table
As of December 31, 2024, the non-employee directors held shares of unvested restricted stock, options, and exercisable options as follows:
2024 Director Compensation Table
| | | Options | | | | Unvested Restricted Stock | Total Outstanding | Outstanding and Exercisable | | Name | (#) | (#) | (#) | | James Ramsey | 117 | 17,982 | 17,698 | | Marty Réaume | 117 | 17,982 | 17,698 | | Tami Reller | 117 | 24,552 | 24,268 | | Philip Soran | 117 | 17,982 | 17,698 | | Anne Sempowski Ward | 117 | 12,947 | 12,663 | | Sven Wehrwein | 117 | 5,714 | 5,430 |
2024 Director Compensation Table
| Corporate Responsibility |
2024 Director Compensation Table
SPS Commerce is committed to advancing our efforts around corporate responsibility and ESG practices. Our values shape how we connect, innovate, and give back—driving social impact, responsible growth, and sustainable practices. We continue to develop our strategies and invest in areas that help us positively impact SPS employees, customers, investors, our communities, and the many industries we serve. Together, we are creating a more connected and resilient future for all. To learn more, see our inaugural ESG Report posted in the Corporate Responsibility section of our website.
Named Executive Officers
Named Executive Officers Our NEOs, who constituted all of our executive officers during 2024, are the following: •Chad Collins, Chief Executive Officer •Kimberly Nelson, Executive Vice President & Chief Financial Officer •Dan Juckniess, Executive Vice President & Chief Revenue Officer •Jamie Thingelstad, Executive Vice President & Chief Technology Officer •Archie Black, Former Executive Chair and Former Chief Executive Officer •James Frome, Former President & Chief Operating Officer Our current executive officers are the following:
Named Executive Officers
| Chad Collins | Kimberly Nelson | Daniel Juckniess | Jamie Thingelstad | | | | | | | Chief Executive Officer(1) | Executive Vice President & Chief Financial Officer | Executive Vice President & Chief Revenue Officer | Executive Vice President & Chief Technology Officer | | Age 49(1) | Age 57(1) | Age 57(1) | Age 53(1) | | Chief Executive Officer since 2023 | Executive Vice President & Chief Financial Officer since 2007 | •Joined the Company in 2016 as Senior Vice President & Chief Sales Officer •Promoted to current position as of June 1, 2024 | •Joined the Company in 2013 as Senior Vice President & Chief Technology Officer •Promoted to current position as of June 1, 2024 |
Named Executive Officers
(1)Age as of March 28, 2025
Named Executive Officers
| | 25 | Proxy Statement for the 2025 Annual Meeting of Stockholders |
Named Executive Officers
| EXECUTIVE COMPENSATION | |
2024 Highlights
•Equity Awards: We approved annual time-based RSU equity awards and performance-based PSU equity awards, each representing approximately 50% of Mr. Collins’ and Ms. Nelson’s annual equity awards for fiscal year 2024. As in prior years, the number of PSUs that will be earned is based on our relative TSR performance against the Russell 2000 Index measured over a three-year period. In light of their planned retirements, we approved only RSU awards for Messrs. Frome and Black, representing 100% of their equity awards for fiscal year 2024. Mr. Collins’ annual equity awards for 2024 had a target value of approximately $8.4 million, which included a pro-rated amount for 2023, as the awards were determined in connection with his recruitment and appointment as CEO in October 2023. The equity awards for Ms. Nelson and Mr. Frome had a target value of $4.5 million, and a value of $5 million, respectively. The total equity award values for Mr. Juckniess and Mr. Thingelstad were increased, in the form of additional RSU grants in connection with their promotions, by 40% and 20%, respectively. Mr. Black received an RSU grant of $4 million in connection with his continued service as Executive Chair to ensure a smooth CEO transition. This amount represented a decrease of approximately 50% of his total equity award over the prior fiscal year.
Summary of Compensation Program Elements
| Compensation Element | Purpose | What it Rewards | | Base Salary | Attract, motivate, and retain top executive talent | Experience, skills, duties and responsibilities, and individual performance | | Management Incentive Plan | Motivate our executives to achieve specific financial goals | Individual and company-wide performance | | Equity Awards (RSUs and PSUs) | Aligns long-term objectives with those of stockholders; motivates long-term financial performance; and promotes retention | Long-term financial and stock-price performance |
Summary of Compensation Program Elements
The below graphs1 illustrate the percentage of our NEOs’ average compensation2 in 2024 that we consider at-risk compensation as well as the components of compensation and equity weighting of RSUs and PSUs: 1The graphs above do not include compensation paid to Mr. Black due to his retirement from the Company as of May 16, 2024 and do not include Mr. Collins’ one-time PSU sign-on grant that was awarded in 2024 as described above in “Fiscal 2024 Highlights.” In addition, the “Avg. NEO Compensation: Annual Equity” graph does not include the RSUs granted on February 15, 2024 to Mr. Frome. 2Equity components of compensation represent grant date fair value as determined in accordance with ASC Topic 718. For a discussion of the relevant assumptions used to determine the valuation for financial reporting purposes, refer to Note A and Note K to the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Peer Group
Peer Group Our Committee determines executive compensation, in part, by reference to market data for the executives of a peer group of comparable companies. This market data from our compensation peer group is valuable to the Committee because it provides insight into competitive pay practices for each of the elements of total direct compensation as well as confirms the reasonableness of its compensation decisions. The Committee, with the assistance of Compensia, reviews and approves our compensation peer group annually to ensure it reflects industry or economic changes and our selection criteria. Our current selection criteria include U.S.-based software and internet services companies with trailing four quarters revenue between 50% and 200% of our trailing four quarters revenue and with a market capitalization between 50% and 300% of our market capitalization at the time of review. For purposes of 2024 compensation decisions, our Committee reviewed a formal compensation study and executive compensation market assessment prepared by Compensia in 2023, which included the following peer group companies:
Peer Group
| Alteryx | nCino | | AppFolio | PagerDuty | | Appian | Paylocity Holding | | Asana | Q2 Holdings | | Blackline | Qualys | | Doximity | Rapid7 | | Fastly | Smartsheet | | GitLab | Varonis Systems | | HashiCorp | Workiva | | Jamf Holding | Zuora | | Manhattan Associates | |
Peer Group
In comparison to the prior year peers, we added four companies and removed three companies. We removed Health Catalyst and LivePerson as those companies had market capitalization values below our comparison range and we also removed SailPoint Technologies as the company was acquired. We added Doximity, GitLab, HashiCorp, and Manhattan Associates because they met our selection criteria. We generally aim to have approximately 20 peer group members to ensure a proper level of data analysis.
Factors Considered in Compensation Deliberations
Factors Considered in Compensation Deliberations The Committee does not use a single method or measure in setting or approving the target total direct compensation opportunities for each individual compensation element for our NEOs, nor is the weighting of any one factor on the determination of pay elements and levels quantifiable in comparison to the other factors. The Committee begins with a review of the market data and then considers the factors below when selecting and setting the amount of each compensation element for our NEOs, which provides a framework for its compensation decision-making: •Our executive compensation program objectives; •Our performance against the financial and operational goals and objectives established by the Committee and our Board; •Each NEO’s qualifications, knowledge, skills, experience, and tenure relative to other similarly situated executives at the companies in our compensation peer group; •The scope of each NEO’s role and responsibilities compared to other similarly situated executives at the companies in our compensation peer group; •The prior performance of each NEO, based on an assessment of their contributions to our overall performance, and ability to lead their business unit or function and drive company wide strategy in collaboration with the entire executive team;
Management Incentive Plan
Management Incentive Plan Our NEOs participate in our Management Incentive Plan, which provides them with an opportunity to receive a formula-based cash bonus. The bonus is intended to motivate our executives to achieve specific financial goals that will drive the growth and success of our business. The formula-based bonus is determined by a target bonus opportunity (relative to the NEO’s base salary) for each NEO, which is established by the Committee at the beginning of each year. The Committee establishes the target bonus opportunity at an amount it believes is necessary to:
Management Incentive Plan
| | 32 | Proxy Statement for the 2025 Annual Meeting of Stockholders |
Management Incentive Plan
| EXECUTIVE COMPENSATION | |
Management Incentive Plan
•provide competitive overall total cash compensation in light of each NEO’s base salary; •motivate our executives to achieve an aggressive level of growth; and •promote our pay for performance compensation objective. For 2024, Mr. Collins’ target bonus opportunity was 100% of base salary, as determined in connection with his recruitment and appointment as CEO in October 2023. The target bonus opportunities for each of Ms. Nelson and Mr. Frome remained the same as 2023, at 80% of base salary and 100% of base salary, respectively. Mr. Juckniess’ target bonus opportunity was increased from 80% to 100% of his base salary in connection with his promotion to align with market data, and Mr. Thingelstad’s target bonus opportunity remained the same at 60% of his base salary. Mr. Black did not have a target bonus opportunity for 2024. The amount of the bonus, if any, actually paid to executives after the end of the year is determined by the matrix approved by the Committee. The matrix takes into account our revenues and earnings before interest, taxes, depreciation and amortization, stock-based compensation, and other adjustments (“Adjusted EBITDA”). Adjusted EBITDA is a non-GAAP financial measure. Refer to Appendix A in this Proxy Statement for a reconciliation of this non-GAAP financial measure to the corresponding GAAP measure. The formula-based bonus is based in part on revenues because, given the scalability of our current core business, the Committee believes revenue growth has the most significant impact on our financial results. The Committee also believes the bonus should be based in part on Adjusted EBITDA, because Adjusted EBITDA is a useful measure of our operating performance without regard to items such as depreciation and amortization, which can vary depending upon accounting methods and the book value of assets. The matrix approved for 2024 provided that each executive would receive a percentage of their target formula-based bonus, between zero and 200%, based on our actual revenues and Adjusted EBITDA performance for the year. In line with our pay-for-performance objective, if either the minimum revenue or Adjusted EBITDA threshold was not achieved, zero bonus would have been earned. Per the Management Incentive Plan, the Committee has the ability to adjust the established thresholds for revenues and Adjusted EBITDA in the event we completed any acquisitions during the year to reflect the Company’s operating performance. The Committee exercised such discretion for 2024 and adjusted thresholds for both revenue and Adjusted EBITDA based on the financial results of the Vision33, Traverse Systems and SupplyPike acquisitions. The Committee approved the matrix with the intent that achieving 100% of an executive’s target bonus will be a difficult but achievable goal in light of the prior year’s results of operations and anticipated growth for 2024. As a result of 2024 performance, the formula-based bonus for Messrs. Collins, Frome, Juckniess, Thingelstad and Ms. Nelson was determined to be earned at 120% of the target amount, and was paid in 2025.
Management Incentive Plan
| | 33 | Proxy Statement for the 2025 Annual Meeting of Stockholders |
Management Incentive Plan
| EXECUTIVE COMPENSATION | |
Management Incentive Plan
See below for the summary of the incentive factor thresholds, actual results, and corresponding earned incentive for 2024:
Management Incentive Plan
| Incentive Factors | Minimum Incentive Threshold (1) | Target Incentive Threshold | Maximum Incentive Threshold | Actual Results | | Revenue | $626,700,000 | $633,900,000 | $642,900,000 | $637,765,000 | | Adjusted EBITDA(2) | $185,700,000 | $185,700,000 | $194,700,000 | $186,631,000 | | Name | Minimum Incentive | Target Incentive | Maximum Incentive | Earned Incentive | | Chad Collins | $315,000 | $525,000 | $1,050,000 | $630,000 | | Kimberly Nelson | $208,800 | $348,000 | $696,000 | $417,600 | | Dan Juckniess (3) | $255,000 | $425,000 | $850,000 | $457,500 | | Jamie Thingelstad (3) | $144,000 | $240,000 | $480,000 | $285,000 | | Archie Black (4) | $— | $— | $— | $— | | James Frome | $255,000 | $425,000 | $850,000 | $510,000 | | 2024 Proportion of Target | 60% | 100% | 200% | 120% |
Management Incentive Plan
(1) If either the minimum revenue or Adjusted EBITDA threshold was not achieved, zero bonus would have been earned. (2) Adjusted EBITDA is a non-GAAP financial measure. Refer to Appendix A in this Proxy Statement for a reconciliation of this non-GAAP financial measure to the corresponding GAAP measure. (3) The “Target Incentive” amount for Mr. Juckniess reflects his target bonus opportunity in effect as of June 1, 2024 when he was promoted to his current position. His “Earned Incentive” amount reflects the actual pro-rated incentive earned based on the target bonus opportunity in effect for January 1 - May 31 (80% of base salary) and June 1 - December 31, 2024 (100% of base salary). Mr. Thingelstad’s target bonus opportunity remained at 60% of his base salary following his promotion; however, as discussed above, his base salary increased approximately 3%. (4) Mr. Black did not receive an annual target bonus opportunity for 2024.
Equity Awards
Equity Awards The equity awards granted to our NEOs reflect the pay levels our Committee believes are appropriate relative to the market data, each executive’s individual performance, and maintaining an overall competitive compensation package. We believe equity awards are an important element of compensation because they align our NEOs’ interests with those of our shareholders. Equity awards make up a significant portion of our NEOs’ total compensation package and we anticipate that equity compensation will remain a significant part of our executive compensation program in the future. Our equity awards will continue to be granted on an annual basis to ensure a continued unvested equity component remains as a long-term incentive for each of our executives. When determining the size of the equity award for our NEOs, our Committee considers the executive’s position and responsibilities, internal pay equity, competitive market data, CEO recommendations for the other NEOs, and the anticipated future contribution the executive will make to our growth and success.
Equity Awards
| | 34 | Proxy Statement for the 2025 Annual Meeting of Stockholders |
Equity Awards
| EXECUTIVE COMPENSATION | |
Equity Awards
Mr. Collins’ total equity award value for 2024 was determined in connection with his recruitment and appointment as CEO in late 2023. For Ms. Nelson and Mr. Frome, the Committee increased the total value of their equity awards granted in 2024 by 33% and 34%, respectively, compared to 2023. The Committee believed these increases were necessary to ensure competitiveness with our compensation peer group considering significant increases in the market data. The Committee also considered individual performance and continued strong financial performance of the Company when determining the equity award amounts. Specifically, for Mr. Frome, the Committee believed a market competitive RSU grant would continue to incentivize Mr. Frome leading up to his anticipated retirement, and also provide for a successful transfer of knowledge prior to his departure. Mr. Frome did not receive a PSU grant. The total equity award values for Mr. Juckniess and Mr. Thingelstad were increased, in the form of additional RSU grants in connection with their promotions, by 40% and 20%, respectively. The Committee believed these increases were necessary for market competitiveness. Finally, Mr. Black received an RSU grant in 2024 in connection with his continued service as Executive Chair to ensure a smooth CEO transition; however, Mr. Black did not receive a PSU grant. See below for the amount and mix of equity awards types granted to our NEOs.
RSUs Granted
RSUs Granted
RSUs Granted
| Named Executive Officer | 2024 NEO Grant Date Value | 2024 NEO Grant Shares/Units (#) | 2024 Equity Award Package Proportion | | Chad Collins | $4,218,572 | 21,450 | 49% | | Kimberly Nelson | 2,257,968 | 11,481 | 49% | | Dan Juckniess | 2,059,741 | 10,198 | 64% | | Jamie Thingelstad | 1,461,807 | 7,306 | 58% | | Archie Black | 3,999,874 | 20,338 | 100% | | James Frome | 4,999,941 | 25,423 | 100% | | Average | $3,166,317 | 16,033 | 70% |
RSUs Granted
The RSU awards listed above for each of Mr. Juckniess and Mr. Thingelstad comprise two awards, one of which was their annual grant in early 2024, and one of which was made in connection with their promotions to their current positions on August 1, 2024 with a grant date value of approximately $920,000 (4,402 RSUs) and approximately $424,000 (2,029 RSUs), respectively. While the Committee aims for an approximate 50% allocation between RSUs and PSUs, Mr. Juckniess and Mr. Thingelstad received RSUs and not PSUs in connection with their mid-year promotions to their current positions, resulting in the percentage of RSUs relative to PSUs being higher for 2024. Similarly, in light of Mr. Black’s and Mr. Frome’s anticipated retirements, they received 100% of their equity award in RSUs.
PSUs Granted
PSUs Granted
PSUs Granted
| Named Executive Officer | 2024 NEO Target Grant Date Value | 2024 NEO Target Grant Shares/Units (#) | 2024 Equity Award Package Proportion | | Chad Collins | $4,365,123 | 22,890 | 51% | | Kimberly Nelson | 2,336,266 | 12,251 | 51% | | Dan Juckniess | 1,179,480 | 6,185 | 36% | | Jamie Thingelstad | 1,074,022 | 5,632 | 42% | | Archie Black | — | — | —% | | James Frome | — | — | —% | | Average | $1,492,482 | 7,826 | 30% |
PSUs Granted
As discussed above under “Fiscal 2024 Highlights,” in addition to the PSU award listed above, Mr. Collins received an award of PSUs with a target value of approximately $4.5 million granted on January 2, 2024. This PSU award, along with a grant of RSUs awarded in 2023, was provided in order to incentivize Mr. Collins to leave his prior employment and to offset the value of the equity awards forfeited by Mr. Collins in connection with his departure.
PSUs Granted
| | 35 | Proxy Statement for the 2025 Annual Meeting of Stockholders |
PSUs Granted
| EXECUTIVE COMPENSATION | |
RSUs
RSUs RSUs generally vest over four years and are intended to provide a strong retention component to the compensation program as they require the executives to maintain continuous employment with us in order for the awards to vest.
PSUs
PSUs PSUs are earned over a three-year performance period depending on the Company’s performance during such performance period and the award recipient’s continued employment. We believe PSUs further align our executives’ interests with those of our stockholders because the executives only earn the PSUs if certain performance goals are achieved. The PSUs granted in 2024 will be earned contingent upon successful attainment of predetermined TSR targets, relative to Russell 2000 companies (the “Index”) over the course of the applicable performance period. PSUs vest in the quarter following the end of the performance period, upon the Committee’s certification of the level of performance and number of PSUs earned. The Index was selected because it is a major, broad index of stocks of which we are a component and many members are similar in size to SPS. The three-year period was designed to provide a long-term performance period to align NEO compensation with long-term stockholder returns. The following table sets forth the TSR targets for PSUs granted to our NEOs in each of 2022, 2023, and 2024:
PSUs
| Company TSR as Compared to Index TSR | Percentage of Target PSUs Earned | | Company TSR is more than 10% less than Index TSR | 0% | | Company TSR is 10% less than Index TSR | 40% (threshold) | | Company TSR is equal to Index TSR | 80% | | Company TSR is 5% greater than Index TSR | 100% (target) | | Company TSR is 30% greater than Index TSR | 200% (maximum) |
PSUs
If the Company’s TSR is greater than the Index TSR but is negative, the percentage of PSUs earned is capped at 100%. If the comparison of the Company’s TSR against the Index TSR falls between the levels specified in the above table, the corresponding PSUs earned will be determined by a linear interpolation. In early 2025, the Committee certified results for the 2022 – 2024 performance period for PSUs granted in 2022. Based on the Company’s TSR achieved relative to the Index TSR, the maximum performance was achieved, the maximum number of PSUs were earned, and the earned PSUs vested in 2025. See below for the calculation of the earned PSUs.
PSUs
| Performance Period: 2022 – 2024 | | | Company TSR | 36% | | Index TSR | 5% | | Company TSR in Excess of Index TSR | 31% | | Percent of Target PSUs Earned | (maximum) 200 % |
PSUs
The earned PSUs are included in the “Outstanding Equity Awards at Fiscal Year-End” Table.
Policy regarding Timing of Granting of Equity Awards
Policy regarding Timing of Granting of Equity Awards As discussed above under “Summary of Compensation Program Elements,” the Company awards equity in the form of RSUs and PSUs to our NEOs. While our 2010 Equity Incentive Plan authorizes the issuance of various equity awards, including stock options, we do not currently award stock options to our NEOs. The Company did not grant stock options to any NEO during 2024, but certain NEOs still hold non-qualified stock options from grants made in prior years.
Policy regarding Timing of Granting of Equity Awards
| | 37 | Proxy Statement for the 2025 Annual Meeting of Stockholders |
Policy regarding Timing of Granting of Equity Awards
| EXECUTIVE COMPENSATION | |
Policy regarding Timing of Granting of Equity Awards
The Committee generally follows a regular cadence for the purpose of determining annual awards. Typically in December of each year, the Committee approves the value of the RSUs and PSUs to be granted to our executive officers, with the grant date of the RSUs to occur and the number of units to be determined following the public announcement of the fiscal year financial results. RSUs that are granted on an annual basis vest 25% on the first anniversary of the date of grant, and in a series of 36 equal monthly installments each month thereafter (beginning with awards made in 2025, RSUs vest 25% per year over four years on each anniversary of the grant date). PSUs are granted and performance thresholds set at the beginning of each fiscal year as the start of a new three-year performance period. In addition, at the beginning of each fiscal year, the Company assesses its performance for the prior performance year. The achievement of performance thresholds under outstanding PSUs is determined, and PSUs for which the three-year performance period has concluded vest in an amount according to performance thresholds that were determined at the time of grant. As a result, in all cases, the timing of grants of equity awards occurs independent of the release of any material nonpublic information, and we do not have any program, plan, or practice to select equity award grant dates for executive officers in coordination with the release of material nonpublic information for the purpose of affecting the value of executive compensation.
Severance, Change in Control, and Retirement Benefits
Severance, Change in Control, and Retirement Benefits We have entered into an employment agreement with Mr. Collins, and all other current executive officers are participants in our Executive Management Team Severance Plan (“Executive Severance Plan”). Mr. Collins’ employment agreement and the Executive Severance Plan require us to provide certain payments and benefits to them in the event of specified events, including termination of employment, a change in control of the Company, and retirement, with certain conditions. We believe that these payments and benefits are necessary to both attract and retain our executives and that they are in the best interests of the Company and our stockholders as they help ensure that we will have the continued dedication and objectivity of our executives, notwithstanding the possibility or occurrence of a change in control or planned retirement. See further discussion on these agreements in the “Potential Payments Upon Termination, Retirement, or Change in Control” below.
Accounting Implications
| 2024 Summary Compensation Table* |
Accounting Implications
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(3) | Total ($) | | Chad Collins(4) | 2024 | 525,000 | — | 13,239,826 | 630,000 | 10,350 | 14,405,176 | | Chief Executive Officer | 2023 | 121,000 | 131,250 | 6,499,877 | — | — | 6,752,127 | | Kimberly Nelson | 2024 | 435,000 | — | 4,594,234 | 417,600 | 10,350 | 5,457,184 | | Executive Vice President and | 2023 | 400,000 | — | 3,449,853 | 448,000 | 9,900 | 4,307,753 | | Chief Financial Officer | 2022 | 385,000 | — | 2,588,439 | 245,438 | 9,150 | 3,228,027 | | Dan Juckniess(5) | 2024 | 410,000 | — | 3,239,221 | 457,500 | 10,350 | 4,117,071 | | Executive Vice President and | | | | | | | | | Chief Revenue Officer | | | | | | | | | Jamie Thingelstad(5) | 2024 | 391,577 | — | 2,535,830 | 285,000 | 10,350 | 3,222,757 | | Executive Vice President and | | | | | | | | | Chief Technology Officer | | | | | | | | | Archie Black(4) | 2024 | 215,200 | — | 3,999,874 | — | 10,350 | 4,225,424 | | Former Chief Executive | 2023 | 538,000 | — | 8,315,596 | 753,200 | 9,900 | 9,616,696 | | Officer and Former | 2022 | 523,000 | — | 5,089,381 | 444,550 | 9,150 | 6,066,081 | | Executive Chair | | | | | | | | | James Frome | 2024 | 425,000 | — | 4,999,941 | 510,000 | 10,350 | 5,945,291 | | Former President and | 2023 | 425,000 | — | 3,734,134 | 595,000 | 9,900 | 4,764,034 | | Chief Operating Officer | 2022 | 400,000 | — | 3,286,927 | 340,000 | 9,150 | 4,036,077 |
Accounting Implications
| 2024 Grants of Plan-Based Awards Table |
Accounting Implications
| Outstanding Equity Awards at Fiscal Year-End Table |
Accounting Implications
| 2024 Options Exercised and Stock Vested Table |
Accounting Implications
| Pension Benefits |
Accounting Implications
| Non-Qualified Deferred Compensation |
Accounting Implications
| Potential Payments Upon Termination, Retirement, or Change in Control |
Potential Payments Schedule
Potential Payments Schedule The following table lists the potential payments and benefits upon a retirement, termination of employment, or change in control of the Company for Mr. Collins, Mr. Juckniess, Ms. Nelson, and Mr. Thingelstad. As Mr. Black retired from the Company on May 16, 2024, and Mr. Frome retired from the Company on December 31, 2024, the following table sets forth the actual payments and benefits to them as of their respective retirements (as well as a possible future change in control with respect to their outstanding PSUs) and not for the additional scenarios that no longer can occur. Other than as described in the preceding sentence, the tables assume the triggering event for the payments or provision of benefits occurred on December 31, 2024, the last day of our last completed fiscal year. The amounts in the table for the acceleration of RSUs and PSUs are determined by multiplying the number of accelerated units by the closing price for our common stock on December 31, 2024, the last trading day of 2024.
Potential Payments Schedule
| | 51 | Proxy Statement for the 2025 Annual Meeting of Stockholders |
Potential Payments Schedule
| EXECUTIVE COMPENSATION | |
Potential Payments Schedule
| | Retirement(1) ($) | Involuntary Termination Without Cause Outside of the Change in Control Period ($) | | Resignation For Good Reason Outside of the Change in Control Period ($) | | Involuntary Termination Without Cause or Resignation For Good Reason During the Change in Control Period ($) | | Change in Control Without Award Continuance/ Assumption/Replacement (No Termination or Resignation) ($) | | Chad Collins | | | | | | | | | | Salary/Bonus | — | 1,050,000 | | 1,050,000 | | 2,100,000 | | — | | Health Benefits (2) | — | 14,624 | | 14,624 | | 29,249 | | — | | Value of Accelerated RSUs | — | — | | — | | 8,680,096 | | 8,680,096 | | Value of Accelerated PSUs (3) | — | — | | — | | 8,703,831 | | 8,703,831 | | Total | — | 1,064,624 | | 1,064,624 | | 19,513,176 | | 17,383,927 | | Kimberly Nelson | | | | | | | | | | Salary/Bonus | — | 783,000 | | 783,000 | | 1,174,500 | | — | | Health Benefits (2) | — | 14,624 | | 14,624 | | 21,937 | | — | | Value of Accelerated RSUs | — | — | | — | | 3,819,632 | | 3,819,632 | | Value of Accelerated PSUs (3) | — | — | | — | | 9,109,301 | | 9,109,301 | | Total | — | 797,624 | | 797,624 | | 14,125,370 | | 12,928,933 | | Dan Juckniess | | | | | | | | | | Salary/Bonus | — | 850,000 | | 850,000 | | 1,275,000 | | — | | Health Benefits (2) | — | 14,624 | | 14,624 | | 21,937 | | — | | Value of Accelerated RSUs | — | — | | — | | 2,885,331 | | 2,885,331 | | Value of Accelerated PSUs (3) | — | — | | — | | 5,312,996 | | 5,312,996 | | Total | — | 864,624 | | 864,624 | | 9,495,264 | | 8,198,327 | | Jamie Thingelstad | | | | | | | | | | Salary/Bonus | — | 640,000 | | 640,000 | | 960,000 | | — | | Health Benefits (2) | — | 14,624 | | 14,624 | | 21,937 | | — | | Value of Accelerated RSUs | — | — | | — | | 2,331,889 | | 2,331,889 | | Value of Accelerated PSUs (3) | — | — | | — | | 5,118,750 | | 5,118,750 | | Total | — | 654,624 | | 654,624 | | 8,432,576 | | 7,450,639 | | Archie Black | | | | | | | | | | Salary/Bonus | — | — | — | — | — | — | | — | | Health Benefits (2) | — | — | — | — | — | — | | — | | Value of Accelerated RSUs | 10,082,067 | — | | — | | — | | — | | Value of Accelerated PSUs (4) | — | — | | — | | 15,005,453 | | 15,005,453 | | Total | 10,082,067 | — | | — | | 15,005,453 | | 15,005,453 | | James Frome | | | | | | | | | | Salary/Bonus | — | — | | — | | — | | — | | Health Benefits (2) | — | — | | — | | — | | — | | Value of Accelerated RSUs | 7,997,309 | — | | — | | — | | — | | Value of Accelerated PSUs (4) | — | — | | — | | 8,060,992 | | 8,060,992 | | Total | 7,997,309 | — | — | — | — | 8,060,992 | — | 8,060,992 |
Potential Payments Schedule
(1) Mr. Collins becomes retirement eligible when he is at least 57 years old and has completed eight years of continuous service with the Company, or he is at least 63 years old (without regard to years of service). Mr. Juckniess, Ms. Nelson, and Mr. Thingelstad become retirement eligible when he or she is at least 58 years old and has completed ten years of service with the Company, or is at least 65 years old (without regard to years of
Potential Payments Schedule
| | 52 | Proxy Statement for the 2025 Annual Meeting of Stockholders |
Potential Payments Schedule
| EXECUTIVE COMPENSATION | |
Potential Payments Schedule
service). The ages and years and service as of December 31, 2024 of our current executive officers were as follows:
Potential Payments Schedule
| Name | Age | Years of Service | | Chad Collins | 49 | 1 | | Kimberly Nelson | 57 | 17 | | Dan Juckniess | 56 | 8 | | Jamie Thingelstad | 52 | 11 |
Potential Payments Schedule
Mr. Black retired from the Company as of May 16, 2024, and Mr. Frome retired from the Company as of December 31, 2024. (2) The amounts for health benefits were determined via employer paid health and dental benefits incurred in 2024 for the NEO. (3) The amounts related to PSUs reflect the treatment of PSUs granted prior to 2025, as those were the PSUs outstanding on December 31, 2024. Upon a change in control, the PSU performance period for these outstanding PSUs would be truncated and would end as of the end of the Company’s most recently completed fiscal quarter prior to the date of the change in control. Vesting would be based on actual performance over the truncated performance period and would be as of the date of the change in control. The amounts in the table reflect the value of the outstanding PSUs based on an estimated performance level at December 31, 2024. (4) Upon retirement, outstanding PSUs held by Mr. Black and Mr. Frome continue to vest on each originally scheduled vesting date in an amount equal to the number of units subject to the awards that would otherwise have been determined to have been earned if the grantee remained continuously employed by the Company through the originally scheduled vesting dates. In the event of a change in control occurring before the applicable scheduled vesting date, their outstanding PSUs would vest as of the date of the change in control as described in footnote (3) above.
Potential Payments Schedule
| CEO Pay Ratio |
Potential Payments Schedule
We are providing the following information about the annual compensation relationship between our median employee and our CEO for 2024: •the median of the annual total compensation of all employees of our Company (other than our CEO) was $89,749; and •the annual total compensation of Mr. Collins, our CEO, was $14,405,176. Based on this information, the ratio of Mr. Collins’ total compensation to the median employee’s total compensation was 161:1. We believe this pay ratio to be a reasonable estimate, calculated in a manner consistent with Item 402(u) of Regulation S-K. As described above, in connection with Mr. Collins’ recruitment and appointment as CEO in late 2023, he received a one-time supplemental equity award of PSUs with a grant date fair value of approximately $4.7 million, which PSUs were granted on January 2, 2024, instead of in 2023 when he was appointed, to coincide with the other 2024 annual PSU grants. Excluding this one-time supplemental PSU grant in 2024, the ratio of Mr. Collins’ total compensation to the median employee’s total compensation was 109:1. For 2024, we identified our median employee based on the total cash and equity compensation paid during 2024 to all 2,782 members of our workforce (including full-time, part-time and temporary employees as well as certain independent contractors), other than our CEO, who were employed on December 31, 2024. For purposes of determining the total cash and equity compensation of each employee, we included the contractual amount of annual base salary, the annual target bonus and commission cash incentives, and the grant date fair value of equity awards granted during 2024. We did not include any adjustments for the value of benefits provided. We determined the median employee’s total compensation for 2024 in the same manner that we determine the total compensation of our NEOs for purposes of the 2024 Summary Compensation Table.
Potential Payments Schedule
| | 53 | Proxy Statement for the 2025 Annual Meeting of Stockholders |
Potential Payments Schedule
| EXECUTIVE COMPENSATION | |
Potential Payments Schedule
| Pay Versus Performance |
Potential Payments Schedule
The following table sets forth certain information regarding the compensation of our NEOs in comparison to different financial performance measures.
Potential Payments Schedule
| | Summary Compensation Table Total for PEO (1) ($) | | Compensation Actually Paid to PEO (1)(2) ($) | | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2) ($) | Value of Initial Fixed $100 Investment Based On(3) | | Net Income ($) | Company Selected Measure: Adjusted EBITDA(5) ($) | | Year | Former PEO (Black) | Current PEO (Collins) | Former PEO (Black) | Current PEO (Collins) | | | Company TSR ($) | Peer Group TSR(4) ($) | | | | 2024 | — | 14,405,176 | — | 10,992,904 | 4,593,545 | 2,803,011 | 332 | 301 | 77,054,000 | 186,631,000 | | 2023 | 9,616,696 | 6,752,127 | 26,705,325 | 7,973,866 | 4,535,894 | 16,538,822 | 350 | 221 | 65,824,000 | 157,630,000 | | 2022 | 6,066,081 | — | 4,501,154 | — | 3,632,052 | 2,919,066 | 232 | 133 | 55,134,000 | 132,268,000 | | 2021 | 6,693,464 | — | 14,052,465 | — | 3,829,274 | 7,227,613 | 257 | 207 | 44,597,000 | 107,015,000 | | 2020 | 4,810,804 | — | 18,046,825 | — | 2,283,243 | 8,625,426 | 196 | 150 | 45,586,000 | 86,994,000 |
Potential Payments Schedule
(1)For 2024, Chad Collins served as our PEO, and our non-PEO NEOs were Kimberly Nelson, Dan Juckniess, Jamie Thingelstad, Archie Black, and James Frome. In 2023, Archie Black served as our PEO and upon his retirement as CEO, Chad Collins became our CEO and the PEO. Archie Black served as our PEO for all of 2020 - 2022. For 2020 - 2023, Kimberly Nelson and James Frome served as our non-PEO NEOs. (2)Compensation Actually Paid, as defined and in accordance with Item 402(v) of Regulation S-K, is calculated as noted in the table below. The amounts noted do not reflect the actual amount of compensation earned by or paid to the individuals in the applicable year. The fair values and changes in fair values were determined in accordance with ASC Topic 718, consistent with the methods used for grant date fair valuation, exclusive of date of measurement. For a discussion of the relevant assumptions used to determine the value, refer to Note A and Note K to the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Potential Payments Schedule
| | 54 | Proxy Statement for the 2025 Annual Meeting of Stockholders |
Potential Payments Schedule
| EXECUTIVE COMPENSATION | |
Potential Payments Schedule
| | | Base | Less | Plus | Plus or (Less) | Plus or (Less) | Plus or (Less) | Total | | | Year | Summary Compensation Table - Total Compensation ($) | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year ($) | Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year ($) | Change in Fair Value at End of Fiscal Year from End of Prior Fiscal Year of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years ($) | Change in Fair Value as of Vesting Date from End of Prior Fiscal Year of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year ($) | Fair Value as of Vesting Date of Stock Awards and Option Awards Granted and Vested During Fiscal Year ($) | Compensation Actually Paid ($) | | Current PEO (Collins) | 2024 | 14,405,176 | (13,239,826) | 10,335,734 | (318,805) | (189,375) | — | 10,992,904 | | | 2023 | 6,752,127 | (6,499,877) | 7,721,616 | — | — | — | 7,973,866 | | Former PEO (Black) | 2023 | 9,616,696 | (8,315,596) | 14,299,748 | 4,395,649 | 6,708,828 | — | 26,705,325 | | | 2022 | 6,066,081 | (5,089,381) | 5,376,891 | (835,723) | (1,016,714) | — | 4,501,154 | | | 2021 | 6,693,464 | (5,241,434) | 7,196,040 | 5,349,429 | 54,966 | — | 14,052,465 | | | 2020 | 4,810,804 | (3,892,234) | 10,643,528 | 5,921,853 | 562,874 | — | 18,046,825 | | Non-PEO NEO Average | 2024 | 4,593,545 | (3,873,820) | 1,715,721 | (1,050,833) | (297,625) | 1,716,023 | 2,803,011 | | | 2023 | 4,535,894 | (3,591,994) | 10,151,683 | 4,752,143 | 691,096 | — | 16,538,822 | | | 2022 | 3,632,052 | (2,937,683) | 3,103,639 | (295,785) | (583,157) | — | 2,919,066 | | | 2021 | 3,829,274 | (2,821,974) | 3,874,330 | 2,301,858 | 44,125 | — | 7,227,613 | | | 2020 | 2,283,243 | (1,658,387) | 4,317,603 | 3,379,146 | 303,821 | — | 8,625,426 |
Potential Payments Schedule
(3)TSR is the change from an original $100 investment at the close of market on December 31, 2019, and the value of the investment as of the last trading day of each respective year, assuming that dividends, if any, were reinvested. The comparison is based on historical data and are not intended to forecast or be indicative of future performance of our common stock. (4)Our selected Peer Group is the Nasdaq Computer Index, an independently prepared market capitalization weighted index, and which is the same industry index used in our stock price performance graph in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. (5)We consider our TSR our most important financial performance measure used to link compensation actually paid to our Company performance. As TSR is already disclosed, our next most important measure, Adjusted EBITDA, is selected. Adjusted EBITDA is a non-GAAP financial measure. Refer to Appendix A in this Proxy Statement for a reconciliation of this non-GAAP financial measure to the corresponding GAAP measure.
Potential Payments Schedule
| | 55 | Proxy Statement for the 2025 Annual Meeting of Stockholders |
Potential Payments Schedule
| EXECUTIVE COMPENSATION | |
Compensation Actually Paid versus Company Financial Performance
Compensation Actually Paid versus Company Financial Performance
Compensation Actually Paid versus Company Financial Performance
| | 56 | Proxy Statement for the 2025 Annual Meeting of Stockholders |
Compensation Actually Paid versus Company Financial Performance
| EXECUTIVE COMPENSATION | |