DEF 14A of SPS Commerce Inc
Filed Apr 14, 2026 · FY20250001092699-26-000029
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 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, the positions of CEO and Chair are separate. Chad Collins has served as our CEO and as a member of our Board since October 2, 2023. Philip Soran has served as the independent Chair since May 16, 2024. Anne Sempowski Ward has been appointed to serve as the independent Chair beginning on the date of the 2026 Annual Meeting.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| | 20 | Proxy Statement for the 2026 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 April 1, 2026.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| | BOARD COMMITTEES | | | | | | DIRECTOR(1) | | Audit | Compensation & Talent | Governance & Nominating | Finance & Strategy | | Fumbi Chima | | l | | | | | Razat Gaurav | | | | | l | | Michael McConnell | | | | | l | | Mark Partin | | u | | | | | Marty Réaume | | | u | l | | | Tami Reller | | l | l | | | | Philip Soran | | | l | | u | | Anne Sempowski Ward | | | | u | | | Sven Wehrwein | | l | | l | | | u Chair l Member | | | | | |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
1 Mr. Collins does not serve on a committee. Mr. Partin became the Chair of the Audit Committee effective as of April 1, 2026, and Mr. Wehrwein, the prior Chair of the Audit Committee, continues to serve on the Audit Committee as a member. For the reason that Mr. Wehrwein is not standing for re-election as a director at the 2026 Annual Meeting, he will no longer serve on any committees as of that date. In addition, effective as of the date of the 2026 Annual Meeting: Mr. Gaurav will also serve on the Compensation & Talent Committee, and Ms. Reller will no longer serve on this Committee; and Ms. Reller will become Chair of the Governance & Nominating Committee, and Ms. Ward will continue to serve on this Committee as a member.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| | 21 | Proxy Statement for the 2026 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 2025 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 each of Mr. Partin, Ms. Chima, Ms. Reller, and 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”). | | Mark Partin | | | Additional Members: | | | Fumbi Chima | | | Tami Reller | | | Sven Wehrwein | | | Number of Meetings Held in 2025: | | | 6 | |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| | 22 | Proxy Statement for the 2026 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 CEO’s and other executive officers’ compensation; •assesses and approves our CEO’s 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, belonging, and compensation and benefits. | | Marty Réaume | | | Additional Members: | | | Tami Reller | | | Philip Soran | | | Number of Meetings Held in 2025: | | | 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; and •provides oversight of, and periodically discusses with management, the Company’s objectives, policies, and efforts related to environmental, social and governance (“ESG”) matters 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: | | | Marty Réaume | | | Sven Wehrwein | | | Number of Meetings Held in 2025: | | | 7 | |
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, disposition, distribution, recapitalization, financing and other similar transactions. | | Philip Soran | | | Additional Members: | | | Razat Gaurav | | | Michael McConnell | | | Number of Meetings Held in 2025: | | | 5 | |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| | 23 | Proxy Statement for the 2026 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 seven meetings during 2025. Each of our incumbent directors attended at least 75% of the meetings of the Board and the committees on which they served during 2025. 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 incumbent director nominees attended our 2025 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 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 2025. 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
| Succession Planning |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
The Board reviews and maintains succession plans for the CEO and other, critical senior management positions based on input from the CEO.
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”.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| | 24 | Proxy Statement for the 2026 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 2025. 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. 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 the 2027 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.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| | 25 | Proxy Statement for the 2026 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
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. 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 2027 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 29, 2027. If the date of the 2027 annual meeting of stockholders is more than 30 days before or after the first anniversary of the 2026 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 Chair of the Governance & Nominating Committee, in care of the Corporate Secretary, 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 qualified individuals to stockholders 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
| | 26 | Proxy Statement for the 2026 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 Diversity |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
As of April 14, 2026, the diversity of our Board was as follows:
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| Board Diversity Matrix | | | | Total number of directors | 10 | | | Part I: Gender Identity | Female | Male | | Directors | 4 | 6 | | Part II: Demographic Background | | | | African American or Black | 2 | — | | White | 2 | 5 | | Asian | — | 1 |
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.
Changes for 2025 to Non-Employee Director Compensation
Changes for 2025 to Non-Employee Director Compensation During 2024, the Compensation & Talent Committee conducted its regular review of our non-employee director compensation program 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 of stockholders, the Board approved changes to the non-employee director compensation program as described below.
2025 Director Compensation Table
2025 Director Compensation Table The table below sets forth the compensation paid to our non-employee directors during 2025.
2025 Director Compensation Table
| | Fees Earned or Paid in Cash | Stock Awards | Option Awards | Total | | Name(1) | ($) | ($)(2) | ($)(2) | ($) | | Razat Gaurav | 32,339 | 199,998 | 182,488 | 414,825 | | Mark Partin | 16,694 | 199,993 | — | 216,687 | | James Ramsey | 16,085 | — | — | 16,085 | | Marty Réaume | 54,000 | 199,998 | — | 253,998 | | Tami Reller | 52,315 | 199,998 | — | 252,313 | | Philip Soran | 88,546 | 199,998 | — | 288,544 | | Anne Sempowski Ward | 53,320 | 199,998 | — | 253,318 | | Sven Wehrwein | 67,537 | 199,998 | — | 267,535 |
2025 Director Compensation Table
(1)Mr. Collins did not receive any separate compensation for his service as a director. His compensation for 2025 is included in the “2025 Summary Compensation Table.” Mr. Gaurav was appointed to the Board effective March 6, 2025, and Mr. Partin was appointed to the Board effective August 18, 2025. Ms. Chima and Mr. McConnell were appointed to the Board effective February 12, 2026, and therefore are not included in this table showing compensation during 2025. Mr. Ramsey’s term of service ended on the date of the 2025 annual meeting of stockholders as he did not stand for re-election. (2)Represents the grant date fair value of the stock 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, 2025. 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 2025).
2025 Director Compensation Table
| | 29 | Proxy Statement for the 2026 Annual Meeting of Stockholders |
2025 Director Compensation Table
| INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | |
2025 Director Compensation Table
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, unvested RSUs and DSUs do not count toward the ownership level, but effective January 1, 2027, unvested RSUs and DSUs with only a time-based vesting condition will count toward the ownership level. In addition, vested in-the-money options currently count toward the ownership level, but effective January 1, 2027, unexercised stock options will not count toward the ownership level. As of March 30, 2026, each of our non-employee directors had met the stock ownership requirement or had served as a director for less than five years. As of December 31, 2025, the non-employee directors held unvested RSUs, DSUs, options and exercisable options as follows:
2025 Director Compensation Table
| | | | Options | | | | Unvested RSUs | DSUs | Total Outstanding | Outstanding and Exercisable | | Name(1) | (#) | (#) | (#) | (#) | | Razat Gaurav | 327 | — | 3,648 | 912 | | Mark Partin | 2,209 | — | — | — | | James Ramsey | — | — | — | — | | Marty Réaume | 327 | — | 17,982 | 17,982 | | Tami Reller | 327 | — | 17,982 | 17,982 | | Philip Soran | 327 | — | 12,250 | 12,250 | | Anne Sempowski Ward | 327 | — | 12,947 | 12,947 | | Sven Wehrwein | 327 | 2,006 | 5,714 | 5,714 |
2025 Director Compensation Table
(1)Mr. Ramsey’s term of service ended on May 13, 2025, and he had no RSUs, DSUs or options outstanding as of December 31, 2025.
2025 Director Compensation Table
| Corporate Responsibility |
2025 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 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 2025, are the following: •Chad Collins, Chief Executive Officer •Kimberly Nelson, Former Executive Vice President & Chief Financial Officer •Eduardo Rosini, Executive Vice President & Chief Commercial Officer •Jamie Thingelstad, Executive Vice President & Chief Technology Officer •Dan Juckniess, Former Executive Vice President & Chief Revenue Officer On February 12, 2026, the Company announced that Ms. Nelson had provided the Company with her six months’ notice of her intent to retire from the Company and that the Board had appointed Joseph Del Preto as the Company’s Executive Vice President & Chief Financial Officer effective March 16, 2026. Mr. Del Preto, age 50, joined the Company from Sprout Social, Inc., a cloud-based social media management platform for publishing analytics and listening across all social media networks, where he had served as Chief Financial Officer and Treasurer since July 2017. On March 16, 2026, Ms. Nelson transitioned out of the Chief Financial Officer role, but continues to serve as an employee of the Company to assist with the transition until her retirement date, which is still to be determined. Our executive officers as of March 1, 2026 were the following:
Named Executive Officers
| Chad Collins | Kimberly Nelson | Eduardo Rosini | Jamie Thingelstad | | | | | | | Chief Executive Officer | Former Executive Vice President & Chief Financial Officer | Executive Vice President & Chief Commercial Officer | Executive Vice President & Chief Technology Officer | | Age 50(1) | Age 58(1) | Age 58(1) | Age 54(1) | | Chief Executive Officer since 2023(2) | Executive Vice President & Chief Financial Officer from 2007 to 2026 | Executive Vice President & Chief Commercial Officer since 2025(3) | Executive Vice President & Chief Technology Officer since 2024(4) |
Named Executive Officers
(1)Age as of April 14, 2026. (2)Information about Mr. Collins’ positions prior to joining the Company in October 2023 is set forth under “Item 1 - Election of Directors - Nominees for Director” above. (3)Prior to joining the Company in December 2025, Mr. Rosini served as Chief Growth Officer (February 2024–November 2025) and EVP - Global GTM, Partners and Alliances (February 2023–February 2024) at Sage, a provider of AI-enhanced cloud accounting, payroll, and HR software, and as Vice President, Mid-Market & Corporate Sales at Intuit (February 2021–February 2023). (4)Mr. Thingelstad joined the Company in 2013 as Senior Vice President & Chief Technology Officer and was promoted to his current position in June 2024.
Named Executive Officers
| | 32 | Proxy Statement for the 2026 Annual Meeting of Stockholders |
Named Executive Officers
| EXECUTIVE COMPENSATION | |
Summary of Compensation Program Elements
| Compensation Element | Purpose | What it Rewards | | Base Salary | Attract, motivate, and retain top executive talent | Experience, skills, knowledge, 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) | Align long-term objectives with those of stockholders; motivate long-term financial performance; and promote retention | Long-term financial and stock-price performance |
Summary of CEO Target Compensation
Summary of CEO Target Compensation The graphs below illustrate the relative components of our CEO’s target total direct compensation1 in 2025, the percentage of this amount that is performance-based compensation, and the mix of target annual equity awards between RSUs and PSUs: 1The target dollar amounts for each component of compensation reflected in the graphs above were approved by the Committee. The number of RSUs or PSUs granted was determined by dividing the target dollar amount by the closing sale price for a share of the Company’s common stock on the grant date. The grant date fair value of such equity awards, determined in accordance with applicable accounting guidance, is presented below in the 2025 Summary Compensation Table and 2025 Grants of Plan-Based Awards Table.
Summary of Other NEO Target Compensation
Summary of Other NEO Target Compensation The graphs1 bellow illustrate the relative components of average NEO (other than the CEO) target total direct compensation2 in 2025, the percentage of this amount that is performance-based compensation, and the mix of target annual equity awards between RSUs and PSUs: 1The graphs above do not include Mr. Rosini’s RSU grant or cash signing bonus that were awarded in 2025 in connection with his recruitment and appointment as described below in “2025 Executive Compensation Highlights.” 2The target dollar amounts for each component of compensation reflected in the graphs above were approved by the Committee. The number of RSUs or PSUs granted was determined by dividing the target dollar amount by the closing sale price for a share of the Company’s common stock
2025 Executive Compensation Highlights
•Equity Awards: We approved annual time-based RSU equity awards and performance-based PSU equity awards, each representing 50% of total target value of the annual equity awards for fiscal year 2025, for each of Messrs. Collins, Thingelstad and Juckniess and Ms. Nelson. Mr. Rosini did not receive annual equity awards for 2025, though he received a new hire grant as noted below. 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. Mr. Collins received an annual equity award with a target value of $10.4 million, representing a 24% increase from his 2024 total annual equity award. The annual equity award for each of Ms. Nelson, Mr. Thingelstad and Mr. Juckniess had a target value of $4.6 million, $2.7 million and $3.4 million, respectively. These amounts represented increases from 2024 target values of 2%, 8%, and 6%, respectively. The target values of the NEOs’ annual equity awards were increased to continue to provide competitive total target compensation based on the Committee’s review of the market data. As described in more detail below under “Equity Awards--PSUs” on pages 43-44, in early 2026, the Committee determined that the minimum relative TSR threshold for the 2023–2025 performance period for PSUs granted in 2023 was not achieved, and accordingly none of these PSUs (which were held by Ms. Nelson and Messrs. Juckniess and Thingelstad) were earned and instead were forfeited. •New Executive Officer: Eduardo Rosini was appointed as Executive Vice President & Chief Commercial Officer of the Company, effective as of December 1, 2025. The Committee utilized market data provided by Compensia related to our compensation peer group to assess his initial compensation. The Committee considered this market data, Mr. Rosini’s prior experience, internal pay equity, and our other compensation determination factors (as described in “Factors Considered in Compensation Deliberations” on pages 39-40) to determine the total direct compensation that would attract, retain and motivate Mr. Rosini as our Executive Vice President & Chief Commercial Officer. In addition to his total annual compensation discussed below, in order to incentivize Mr. Rosini to leave his prior employment and to help offset the value of certain compensation forfeited by Mr. Rosini in connection with his departure, in December 2025, Mr. Rosini was paid a cash signing bonus in the amount of $1 million and was granted a new hire equity award consisting of RSUs with a value of $6.5 million. •Retirement of Executive Officer: Daniel Juckniess, former Executive Vice President & Chief Revenue Officer, retired from the Company effective December 31, 2025. In connection with his planned retirement, Mr. Juckniess no longer served as an executive officer as of December 1, 2025, but continued to serve as an employee of the Company at the same compensation level to assist with the transition until his retirement date. The Board believed Mr. Juckniess’ continued service to the Company until his retirement and his commensurate level of compensation were important to provide for a smooth transition to Mr. Rosini.
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 2025 compensation decisions, our Committee reviewed a formal compensation study and executive compensation market assessment prepared by Compensia in 2024, which included the following peer group companies:
Peer Group
| Altair Engineering | JFrog | | AppFolio | Manhattan Associates | | Appian | nCino | | Asana | PagerDuty | | Blackline | Paylocity Holding | | Clearwater Analytics Holdings | Qualys | | Confluent | Smartsheet | | Doximity | Tenable Holdings | | GitLab | Varonis Systems | | HashiCorp | Workiva | | Jamf Holding | |
Peer Group
In comparison to the prior year peers, we added five companies and removed five companies. We removed Fastly, Q2 Holdings, Rapid7, and Zuora as those companies had market capitalization values below our comparison range, and we also removed Alteryx as the company was acquired. We added Altair Engineering, Clearwater Analytics Holdings, Confluent, JFrog, and Tenable Holdings because they met our selection criteria. We generally aim to have approximately 20 peer group members to have a sufficient number of companies for our data analysis.
Base Salary
Base Salary Base salaries are used to recognize the experience, skills, knowledge, and responsibilities required of all our employees, including our NEOs. Initially at the time of their hire, base salaries for each of our NEOs were established based on arm’s-length negotiations between us and the executive and the other factors discussed below. Subsequently, our Committee reviews the base salaries of our NEOs annually at the end of each year for the following year, or in the case of NEOs who are promoted to an executive officer level position, at the time of their promotion. When negotiating or reviewing base salaries, the Committee considers market competitiveness based on experience, the executive’s expected future contribution to our success, the relative base salaries and responsibilities of our other executives, the executive’s prior year performance, and the market data of similarly situated roles in our compensation peer group. The Committee increased the base salaries for Mr. Collins, Ms. Nelson and Mr. Juckniess for fiscal year 2025, based on performance and competitiveness with market data. When determining Mr. Collins’ initial base salary for 2024, the Committee considered the fact that he was a first-time public company CEO as related to the market data that included more seasoned public company CEOs. Based on the Committee’s evaluation of his performance in 2024, the Committee determined that it was appropriate to increase Mr. Collins’ base salary for 2025 to an amount more closely aligned with peer group compensation. Mr. Thingelstad’s base salary remained the same for 2025 as in 2024. Mr. Rosini’s base salary was determined in connection with his recruitment and appointment as Executive Vice President & Chief Commercial Officer.
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: •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 2025, the target bonus opportunity percentages for each of Mr. Collins, Ms. Nelson, Mr. Thingelstad and Mr. Juckniess remained the same as in 2024, at 100% of base salary, 80% of base salary, 60% of base salary, and 100% of base salary, respectively. The amount of the bonus, if any, actually paid to the 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 on revenues and Adjusted EBITDA because our business strategy is for revenue growth and profitability of our business and the Committee considers these two metrics the best way to measure our performance against our strategy. We use Adjusted EBITDA to measure our profitability because the Committee believes Adjusted EBITDA is a meaningful 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 Committee annually evaluates the appropriate performance metrics that can incentivize our executive officers and drive stockholder value. The matrix approved in late 2024 by the Compensation & Talent Committee for 2025 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, such that an executive would earn a 50% payout only when the minimum threshold of performance for each metric is achieved, a 100% payout when target level of performance for each metric is achieved, and a 200% payout only when the maximum level of performance for each metric is achieved. The weighting of the revenues and Adjusted EBITDA metrics is 50% each at the minimum threshold, target level and maximum level only, and varies at points between based on the approved matrix. In line with our pay-for-performance objective, if either the minimum revenue threshold or the minimum Adjusted EBITDA threshold was not achieved, zero bonus would be 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 more closely reflect the Company’s actual operating performance. In 2025, the Committee adjusted thresholds for both revenue and Adjusted EBITDA based on the financial results of the Carbon6 Technologies acquisition. 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 2025. As a result of 2025 performance, although Adjusted EBITDA was achieved at a level between the minimum and target thresholds, because the minimum revenue threshold was not met, the formula-based bonus for Messrs. Collins, Juckniess, and Thingelstad, and Ms. Nelson was determined to be earned at 0% of the target amount, and was not paid.
Management Incentive Plan
| | 41 | Proxy Statement for the 2026 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 2025:
Management Incentive Plan
| Incentive Factors | Minimum Incentive Threshold (1) | Target Incentive Threshold | Maximum Incentive Threshold | Actual Results | | Revenue | $752,900,000 | $760,900,000 | $770,900,000 | $751,504,707 | | Adjusted EBITDA(2) | $229,600,000 | $231,600,000 | $241,600,000 | $231,367,788 | | Name(3) | Minimum Incentive | Target Incentive | Maximum Incentive | Earned Incentive | | Chad Collins | $306,000 | $612,000 | $1,224,000 | $— | | Kimberly Nelson | $180,000 | $360,000 | $720,000 | $— | | Jamie Thingelstad | $120,000 | $240,000 | $480,000 | $— | | Dan Juckniess | $217,500 | $435,000 | $870,000 | $— | | 2025 Proportion of Target | 50% | 100% | 200% | 0% |
Management Incentive Plan
(1) If either the minimum revenue threshold or the minimum Adjusted EBITDA threshold was not achieved, zero bonus would be earned. In 2025, the minimum revenue threshold for revenue was not achieved, and as a result, no incentive payout was made to the executive officers for 2025. (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) Mr. Rosini joined the Company effective as of December 1, 2025 and did not participate in the Management Incentive Plan for 2025, but received a cash signing bonus in the amount of $1 million. Each year, the Committee evaluates our Management Incentive Plan to assess its continued alignment with both our pay-for-performance philosophy and stockholder expectations. In 2026, the Committee will continue to utilize revenue and Adjusted EBITDA in our formula-based incentive plan. However, for 2026, the Committee has determined that the revenue and Adjusted EBITDA performance metrics will be measured separately, allocating an equal 50% weighting to each of these metrics, with a failure to achieve at least the threshold level of performance of the Adjusted EBITDA metric, but not the revenue metric, resulting in a zero bonus earned. Throughout 2026, the Committee will monitor the performance of certain additional metrics such as return on invested capital and free cash flow, to determine if those metrics are appropriate to incorporate into our plan design in the future.
Equity Awards
Equity Awards The value of equity awards granted to our NEOs, when added to base salary and target bonus, reflect the total pay levels our Committee believes are appropriate based on the factors noted above, including positioning 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 stockholders. 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 that 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
| | 42 | Proxy Statement for the 2026 Annual Meeting of Stockholders |
Equity Awards
| EXECUTIVE COMPENSATION | |
Equity Awards
In late 2024, our Committee determined the target value of annual equity awards to be made to our NEOs in 2025, along with the other elements of 2025 compensation. Mr. Collins’ total target equity award value for 2025 was increased by 24% compared to 2024. The Committee believed his increase was appropriate to provide competitive compensation based on the significantly higher CEO compensation in our compensation peer group. For Ms. Nelson, Mr. Thingelstad and Mr. Juckniess, the Committee increased the total target value of their equity awards granted in 2025 by 2%, 8% and 6%, respectively, compared to 2024. The Committee believed these increases were appropriate based on increases in the market data for similar positions. The Committee also considered individual performance and the continued strong financial performance of the Company when determining the equity award amounts. Because Mr. Rosini joined the Company toward the end of 2025, instead of receiving an annual equity award for 2025, he received a new hire equity award of 80,525 RSUs as part of his recruitment as described above in “2025 Executive Compensation Highlights.” See below for the amount and mix of annual equity award types granted to our NEOs in 2025.
Annual RSUs Granted
Annual RSUs Granted
Annual RSUs Granted
| Named Executive Officer | 2025 NEO Target Value(1) | 2025 NEO Grant Date Value(2) | 2025 NEO Grant Units (#) | | Chad Collins | $5,218,500 | $5,218,381 | 35,691 | | Kimberly Nelson | 2,300,000 | 2,299,883 | 15,730 | | Jamie Thingelstad | 1,350,000 | 1,349,957 | 9,233 | | Dan Juckniess | 1,700,000 | 1,699,984 | 11,627 |
Annual RSUs Granted
(1) The target dollar amounts for RSUs represent the values approved by the Committee for grant. The number of RSUs granted was determined by dividing the target dollar amount by the closing sale price for a share of the Company’s common stock on the grant date. (2) Grant date fair value is 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, 2025.
Annual PSUs Granted
Annual PSUs Granted
Annual PSUs Granted
| Named Executive Officer | 2025 NEO Target Value(1) | 2025 NEO Grant Date Value(2) | 2025 NEO Target Grant Units (#) | | Chad Collins | $5,218,500 | $5,571,323 | 28,546 | | Kimberly Nelson | 2,300,000 | 2,455,434 | 12,581 | | Jamie Thingelstad | 1,350,000 | 1,441,135 | 7,384 | | Dan Juckniess | 1,700,000 | 1,814,886 | 9,299 |
Annual PSUs Granted
(1) The target dollar amounts for PSUs represent the values approved by the Committee at the target level of achievement. The target number of PSUs granted was determined by dividing the target dollar amount by the closing sale price for a share of the Company’s common stock on the Nasdaq exchange on the grant date. (2) Grant date fair value is 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, 2025.
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 reward the recipient’s continued employment. We believe PSUs further align our
PSUs
| | 43 | Proxy Statement for the 2026 Annual Meeting of Stockholders |
PSUs
| EXECUTIVE COMPENSATION | |
PSUs
executives’ interests with those of our stockholders because the executives only earn the PSUs if certain performance goals are achieved. The PSUs granted in 2025 will be earned contingent upon successful attainment of predetermined TSR targets, relative to the Russell 2000 (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 2023, 2024, and 2025:
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 target 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 2026, the Committee certified results for the 2023–2025 performance period for PSUs granted in 2023. Based on the Company’s TSR of (35)% relative to the Index TSR of 41% over the 2023–2025 performance period, the Company’s TSR was more than 10% less than the Index TSR and therefore threshold performance was not achieved. As a result, none of the PSUs granted in 2023 were earned or vested, and instead were forfeited.
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 2025, but certain NEOs continue to hold non-qualified stock options from grants made in prior years. The Committee generally follows a regular cadence for the purpose of determining annual awards. Typically in December of each year, the Committee approves the target dollar amount 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. The numbers of RSUs and PSUs granted are determined by dividing the target dollar amount by the closing sale price for a share of the Company’s common stock on the grant date. RSUs that are granted on an annual basis vest 25% per year over four years on each anniversary of the grant date (for outstanding annual awards made prior to 2025, RSUs vested 25% on the first anniversary of the date of grant, and in a series of 36 equal monthly installments each month thereafter). PSUs are granted and performance thresholds are 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 levels, if any, is determined for outstanding PSUs for which the three-year performance period has concluded, and any earned PSUs vest on the date that the Committee determines the number of PSUs earned. 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.
Policy regarding Timing of Granting of Equity Awards
| | 45 | Proxy Statement for the 2026 Annual Meeting of Stockholders |
Policy regarding Timing of Granting of Equity Awards
| 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, the Executive Severance Plan, and the terms of the applicable equity award agreements 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
| 2025 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) | 2025 | 609,658 | — | 10,789,704 | — | 10,882 | 11,410,244 | | Chief Executive Officer | 2024 | 525,000 | — | 13,239,826 | 630,000 | 10,350 | 14,405,176 | | | 2023 | 121,000 | 131,250 | 6,499,877 | — | — | 6,752,127 | | Kimberly Nelson | 2025 | 449,596 | — | 4,755,317 | — | 11,214 | 5,216,127 | | Former Executive Vice President and | 2024 | 435,000 | — | 4,594,234 | 417,600 | 10,350 | 5,457,184 | | Chief Financial Officer | 2023 | 400,000 | — | 3,449,853 | 448,000 | 9,900 | 4,307,753 | | Eduardo Rosini(5) | 2025 | 25,962 | 1,000,000 | 6,499,978 | — | 60 | 7,526,000 | | Executive Vice President and | | | | | | | | | Chief Commercial Officer | | | | | | | | | Jamie Thingelstad(6) | 2025 | 400,000 | — | 2,791,092 | — | 10,778 | 3,201,870 | | Executive Vice President and | 2024 | 391,577 | — | 2,535,830 | 285,000 | 10,350 | 3,222,757 | | Chief Technology Officer | | | | | | | | | Dan Juckniess(6)(7) | 2025 | 434,231 | — | 3,514,870 | — | 1,723,223 | 5,672,324 | | Former Executive Vice President and | 2024 | 410,000 | — | 3,239,221 | 457,500 | 10,350 | 4,117,071 | | Chief Revenue Officer | | | | | | | |
Accounting Implications
| 2025 Grants of Plan-Based Awards Table |
Accounting Implications
| Outstanding Equity Awards at Fiscal Year-End Table |
Accounting Implications
| 2025 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, Ms. Nelson, Mr. Rosini, and Mr. Thingelstad. As Mr. Juckniess retired from the Company on December 31, 2025, the following table sets forth the actual payments and benefits to him as of his retirement (as well as a possible future change in control with respect to his 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, 2025, 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, 2025, the last trading day of 2025.
Potential Payments Schedule
| | 58 | Proxy Statement for the 2026 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(2) ($) | Resignation For Good Reason Outside of the Change in Control Period(2) ($) | Involuntary Termination Without Cause or Resignation For Good Reason During the Change in Control Period(2) ($) | Change in Control Without Award Continuance/ Assumption/Replacement (No Termination or Resignation) ($) | | Chad Collins | | | | | | | Salary/Bonus | — | 1,224,000 | 1,224,000 | 2,448,000 | — | | Health Benefits (3) | — | 15,552 | 15,552 | 31,102 | — | | Value of Accelerated RSUs | — | — | — | 5,394,593 | 5,394,593 | | Value of Accelerated PSUs (4) | — | — | — | 6,760,689 | 6,760,689 | | Total | — | 1,239,552 | 1,239,552 | 14,634,384 | 12,155,282 | | Kimberly Nelson | | | | | | | Salary/Bonus | — | 810,000 | 810,000 | 1,215,000 | — | | Health Benefits (3) | — | 15,552 | 15,552 | 23,328 | — | | Value of Accelerated RSUs | 2,276,737 | — | — | 2,276,737 | 2,276,737 | | Value of Accelerated PSUs (4) | — | — | — | 2,213,276 | 2,213,276 | | Total | 2,276,737 | 825,552 | 825,552 | 5,728,341 | 4,490,013 | | Eduardo Rosini | | | | | | | Salary/Bonus | — | 900,000 | 900,000 | 1,350,000 | — | | Health Benefits (3) | — | 13,548 | 13,548 | 20,322 | — | | Value of Accelerated RSUs | — | — | — | 7,177,193 | 7,177,193 | | Value of Accelerated PSUs | — | — | — | — | — | | Total | — | 913,548 | 913,548 | 8,547,515 | 7,177,193 | | Jamie Thingelstad | | | | | | | Salary/Bonus | — | 640,000 | 640,000 | 960,000 | — | | Health Benefits (3) | — | 15,552 | 15,552 | 23,328 | — | | Value of Accelerated RSUs | — | — | — | 1,354,687 | 1,354,687 | | Value of Accelerated PSUs (4) | — | — | — | 1,160,116 | 1,160,116 | | Total | — | 655,552 | 655,552 | 3,498,131 | 2,514,803 | | Dan Juckniess | | | | | | | Salary/Bonus | — | — | — | — | — | | Health Benefits (3) | — | — | — | — | — | | Value of Accelerated RSUs | 1,712,009 | — | — | — | — | | Value of Accelerated PSUs (4)(5) | — | — | — | 1,380,089 | 1,380,089 | | Total | 1,712,009 | — | — | 1,380,089 | 1,380,089 |
Potential Payments Schedule
(1) Mr. Collins becomes eligible for retirement 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). The other NEOs are eligible for retirement when they are at least 58 years old and have completed ten years of service with the Company, or are at least 65 years old (without regard to years of service). Ms. Nelson became eligible for retirement in 2025, and as described under “Named Executive Officers” on page 32, announced her retirement in February 2026. Mr. Juckniess retired from the Company as of December 31, 2025 as described under “Potential Payments Upon Termination, Retirement, or Change in Control; Retirement--Other NEOs” on pages 56-57. The ages and years and service as of December 31, 2025 of our NEOs were as follows:
Potential Payments Schedule
| | 59 | Proxy Statement for the 2026 Annual Meeting of Stockholders |
Potential Payments Schedule
| EXECUTIVE COMPENSATION | |
Potential Payments Schedule
| Name | Age | Years of Service | | Chad Collins | 50 | 2 | | Kimberly Nelson | 58 | 18 | | Eduardo Rosini | 58 | — | | Jamie Thingelstad | 53 | 12 | | Dan Juckniess | 57 | 9 |
Potential Payments Schedule
(2) The Change in Control Period under the CEO Employment Agreement is the period starting three months immediately before a Change in Control and continuing for 12 months immediately following a Change in Control. The Change in Control Period under the Executive Severance Plan is the period beginning on the date of a Change in Control and ending within 12 months after a Change in Control. The Change in Control Period under the applicable equity award agreements is the period within one year after a Change in Control. (3) The amounts for health benefits were determined via employer paid health and dental benefits incurred in 2025 for the NEO. (4) The PSUs granted in 2023 are not reflected in the table due to their estimated performance level at December 31, 2025. These PSUs did not vest and were forfeited as described under “Compensation Discussion and Analysis; Equity Awards--PSUs” on pages 43-44. Mr. Collins did not hold any 2023 PSUs because he joined the Company after these PSUs were awarded. With respect to the PSUs granted in 2024 and 2025, upon a change in control, if the PSUs are not continued, assumed or replaced, or if the PSUs are continued, assumed or replaced and the executive officer experiences an involuntary termination of service other than for cause or a resignation for good reason within one year after the change in control, the performance period will be truncated and vesting would be based on the greater of the number of PSUs that are determined to have been earned based on actual performance and the target number of PSUs. Because the target number of PSUs is greater than the estimated performance level as of December 31, 2025 for the PSUs granted in both 2024 and 2025, the target number of those PSUs is reflected in this table. (5) Upon retirement, outstanding PSUs held by Mr. Juckniess 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, his outstanding PSUs would vest as of the date of the change in control.
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 2025: •the median of the annual total compensation of all employees of our Company (other than our CEO) was $91,260; and •the annual total compensation of Mr. Collins, our CEO, was $11,410,244. Based on this information, the ratio of Mr. Collins’ total compensation to the median employee’s total compensation was 125:1. We believe this pay ratio to be a reasonable estimate, calculated in a manner consistent with Item 402(u) of Regulation S-K. For 2025, we identified our median employee based on the total cash and equity compensation paid during 2025 to all 2,960 members of our workforce (including full-time, part-time and temporary employees), other than our CEO, who were employed on December 31, 2025. For purposes of determining the total cash and equity compensation of each employee, we included the contractual amount of annual base salary, the annual target bonus and commission cash incentives, and the grant date fair value of equity awards granted during 2025. We did not include any adjustments for the value of benefits provided. We determined the median employee’s total compensation for 2025 in the same manner that we determine the total compensation of our NEOs for purposes of the 2025 Summary Compensation Table.
Potential Payments Schedule
| | 60 | Proxy Statement for the 2026 Annual Meeting of Stockholders |
Potential Payments Schedule
| EXECUTIVE COMPENSATION | |
Potential Payments Schedule
| Pay Versus Performance |
Potential Payments Schedule
The following table sets forth certain information regarding the compensation of our NEOs in comparison to different financial performance measures.
Potential Payments Schedule
| | Summary Compensation Table Total for PEO (1) ($) | | 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) ($) | | | | 2025 | — | 11,410,244 | — | (5,599,310) | 5,404,080 | (368,795) | 82 | 258 | 93,339,000 | 231,367,000 | | 2024 | — | 14,405,176 | — | 10,992,904 | 4,593,545 | 2,803,011 | 169 | 201 | 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 | 179 | 147 | 65,824,000 | 157,630,000 | | 2022 | 6,066,081 | — | 4,501,154 | — | 3,632,052 | 2,919,066 | 118 | 89 | 55,134,000 | 132,268,000 | | 2021 | 6,693,464 | — | 14,052,465 | — | 3,829,274 | 7,227,613 | 131 | 138 | 44,597,000 | 107,015,000 |
Potential Payments Schedule
(1)For 2025, Chad Collins served as our PEO, and our non-PEO NEOs were Kimberly Nelson, Eduardo Rosini, Jamie Thingelstad and Dan Juckniess. 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 2021 and 2022. For 2021–2023, 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, 2025.
Potential Payments Schedule
| | 61 | Proxy Statement for the 2026 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 ($) | Compensation Actually Paid ($) | | | 2025 | 11,410,244 | (10,789,704) | 3,555,948 | (8,604,801) | (1,170,997) | — | (5,599,310) | | 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 | | | 2025 | 5,404,080 | (4,390,314) | 2,446,595 | (3,579,743) | (508,492) | 259,079 | (368,795) | | 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 |
Potential Payments Schedule
(3)TSR is the change from an original $100 investment at the close of market on December 31, 2020, 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, 2025. (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
| | 62 | Proxy Statement for the 2026 Annual Meeting of Stockholders |
Potential Payments Schedule
| EXECUTIVE COMPENSATION | |
Compensation Actually Paid versus Company Financial Performance and TSR
Compensation Actually Paid versus Company Financial Performance and TSR
Compensation Actually Paid versus Company Financial Performance and TSR
| | 63 | Proxy Statement for the 2026 Annual Meeting of Stockholders |
Compensation Actually Paid versus Company Financial Performance and TSR
| EXECUTIVE COMPENSATION | |