Sps Commerce Inc DEF 14A, filed Mar 30, 2023

Sps Commerce Inc (SPSC)

DEF 14A 2023-03-30

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Added on June 12, 2026

About this DEF 14A

Sps Commerce Inc filed this DEF 14A on March 30, 2023.

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	Dear Stockholders:

	You are cordially invited to join us for our 2023 annual meeting of stockholders, which will be held virtually on Friday, May 12, 2023, at 8:00 a.m., Central Time. The virtual meeting can be accessed by visiting the following website and entering your control number: www.virtualshareholdermeeting.com/SPSC2023. Stockholders will have the same opportunities to participate in the meeting as you would at an in-person meeting, including having the opportunity to vote and to submit a question during the meeting using the directions on the meeting website. You will not be able to attend the annual meeting physically in person. The notice of annual meeting of stockholders and the Proxy Statement that follow describe the business to be conducted at the meeting. Whether or not you plan to attend the virtual meeting, your vote is important and we encourage you to submit your proxy to vote your shares promptly. You may vote your shares by proxy by using a toll-free telephone number, the internet, or mail, free of charge. Instructions regarding these three methods of voting are contained in the proxy materials. We are pleased to take advantage of SEC rules that allow companies to furnish their proxy materials over the internet. We are mailing to many of our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of our proxy materials and our 2022 Annual Report on Form 10-K (the “Annual Report”). The Notice contains instructions on how to access those documents and to cast your vote via the internet. The Notice also contains instructions on how to request a paper copy of our proxy materials and our Annual Report. All stockholders who do not receive a Notice will receive a paper copy of the proxy materials and the Annual Report by mail. This process allows us to provide our stockholders with the information they need more promptly, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials. We look forward to having you attend the virtual annual meeting.

Archie Black Chief Executive Officer



		Sincerely,

		Archie Black
		Chief Executive Officer


Items of Business
1.			Election of the seven directors identified in the Proxy Statement, each for a one-year term.
2.			Ratification of the selection of KPMG LLP as independent auditor of SPS Commerce, Inc. for the fiscal year ending December 31, 2023.
3.			An advisory vote to approve the compensation of our named executive officers as disclosed in the attached Proxy Statement.
4.			Any other business that may properly be considered at the meeting or any adjournment or postponement of the meeting.


PROXY SUMMARY			3
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING			5
Purpose of the Annual Meeting			5
Annual Meeting Voting Rights and Attendance			5
Information about the Notice and Proxy Materials			6
Voting			7
ITEM 1 - ELECTION OF DIRECTORS			10
Director Skills, Experience and Diversity			11
Nominees for Directors			12
INFORMATION REGARDING THE BOARD AND CORPORATE GOVERNANCE			16
Board Leadership Structure			16
Board Committees			16
Meeting Attendance			19
Board Involvement in Risk Oversight			19
Procedures for Contact the Company, including the Board			20
Director Independence			20
Hedging, Pledging and Other Restricted Transactions			20
Procedures for Selecting and Nominating Director Candidates			21
Board Diversity			22
Director Compensation			22
EXECUTIVE COMPENSATION			25
Compensation Discussion and Analysis			25
Compensation & Talent Committee Report			33
2022 Summary Compensation Table			34
2022 Grants of Plan-Based Awards Table			35
Outstanding Equity Awards at Fiscal Year-End Table			36
2022 Options Exercised and Stock Vested Table			36
Pension Benefits			37
Non-Qualified Deferred Compensation			37
Employment Agreements			38
Potential Payments Upon Termination, Retirement, or Change-in-Control			38
CEO Pay Ratio			42
Pay Versus Performance			43
AUDIT COMMITTEE REPORT AND PAYMENT OF FEES TO OUR INDEPENDENCE AUDITOR			46
Audit Committee Report			46
Auditor Fees			46
Auditor Services Pre-Approval Policy			47
ITEM 2 - RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR			48
ITEM 3 - ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS			49
SECURITY OWNERSHIP			50
Beneficial Ownership of Directors, Nominees, Executive Officers and Beneficial Owners of More than Five Percent of Our Common Stock			50
Equity Compensation Plan Information			49
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			52
Transactions with Related Persons			52
Policy for Approval of Related Person Transactions			52
OTHER INFORMATION			53
Delinquent Section 16(a) Reports			53
Stockholder Proposals for the 2024 Annual Meeting			53
Householding of Proxy Materials			53
Other Matters			54
APPENDIX A - RECONCILIATION OF NON-GAAP FINANCIAL MEASURES			A-1


1.	Q	Who is entitled to vote at the meeting?
	A	The Board has set March 16, 2023 as the record date for the annual meeting. If you were a stockholder of record at the close of business on March 16, 2023, you are entitled to vote at the meeting. As of the record date, 36,532,756 shares of common stock, representing all of our voting stock, were issued and outstanding and, therefore, eligible to vote at the meeting.
2.	Q	What are my voting rights?
	A	Holders of our common stock are entitled to one vote per share. Therefore, a total of 36,532,756 votes are entitled to be cast at the meeting. There is no cumulative voting.
3.	Q	How many shares must be present to hold the meeting?
	A	In accordance with our bylaws, shares equal to a majority of the voting power of the outstanding shares of common stock entitled to vote generally in the election of directors as of the record date must be present at the annual meeting in order to hold the meeting and conduct business. This is called a quorum. Shares are counted as present at the meeting if: •you are present (virtually) and vote at the meeting; or •you have properly and timely submitted your proxy as described below under “How do I submit my proxy?”
4.	Q	What is the difference between a stockholder of record and a “street name” holder?
	A	If your shares are registered directly in your name, you are considered the stockholder of record with respect to those shares. If your shares are held in a stock brokerage account or by a bank, trust or other nominee, then the broker, bank, trust or other nominee is considered to be the stockholder of record with respect to those shares, while you are considered the beneficial owner of those shares. In that case, your shares are said to be held in “street name.” Street name holders generally cannot vote their shares directly and must instead instruct the broker, bank, trust, or other nominee how to vote their shares using the method described below under “How do I submit my proxy?”
5.	Q	How can I attend the meeting?
	A	All of our stockholders are invited to attend the annual meeting virtually. The meeting is not being held in person. We believe that hosting the meeting online enables increased attendance and participation from locations around the world. The meeting has been designed to provide the same rights to participate as you would have at an in-person meeting.


6.	Q	What do I need to attend the meeting?
	A	We will be hosting our meeting via live webcast. Stockholders can attend the meeting online at: www.virtualshareholdermeeting.com/SPSC2023. The webcast will begin at 8:00 a.m., Central Time. We encourage you to access the meeting prior to the start time. In order to participate in the meeting, you will need the 16-digit control number located on your Notice, on your proxy card or on the instructions that accompanied your proxy materials. A replay of the meeting will be publicly available on the Investor Relations page of our website for at least 30 days after the meeting.
7.	Q	How can I submit a question at the meeting?
	A	If you would like to submit a question at the meeting, you may type your question into the dialog box provided at any point during the virtual meeting (until the floor is closed to questions). In order to allow us to answer questions from as many stockholders as possible, we limit each stockholder to one question. Questions and answers may be grouped by topic and substantially similar questions may be answered at once. If we do not have time to answer all the appropriate questions that have been submitted, we expect to post any additional questions and our answers on the Investor Relations page of our website promptly following the meeting and retain them for 30 days after the meeting.
8.	Q	What if I have technical difficulties or trouble accessing the meeting?
	A	If you encounter any technical difficulties with accessing the virtual meeting, please call the technical support number that will be posted on the meeting website log-in page.


Time and Date 8:00 a.m., Central Time Friday, May 12, 2023						Access The meeting is virtual only. Join us via: www.virtualshareholdermeeting.com/SPSC2023


IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 12, 2023: The Notice of Annual Meeting, 2023 Proxy Statement, and 2022 Annual Report are available at www.proxyvote.com.


			3\|			Proxy Statement for the 2023 Annual Meeting of Stockholders


1.	Q	What is a proxy?
	A	A proxy is a designation for another person to vote stock you own; that other person is called a proxy. If you designate someone as your proxy in a written document, that document is called a form of proxy or a proxy card. When you designate a proxy, you also may direct the proxy how to vote your shares. We refer to this as your “proxy vote.” Two executive officers, Archie Black and Kimberly Nelson, have been designated as proxies for our 2023 annual meeting of stockholders.
2.	Q	If I received a one-page Notice of Internet Availability of Proxy Materials, how can I receive a full set of printed proxy materials?
	A	As permitted by SEC rules, we have elected to provide access to our proxy materials over the internet to record owners and any beneficial owners of our stock who have not previously requested printed proxy materials, which reduces our costs and the environmental impact of our annual meeting. The Notice contains instructions on how to request a printed set of proxy materials, which we will provide to stockholders upon request at no cost to the requesting stockholder within three business days after receiving the request. If you would like to request a printed set of proxy materials, please make your request on or before April 28, 2023 to facilitate timely delivery.


3.	Q	How do I submit my proxy?
	A	If you are a stockholder of record, you can submit a proxy to be voted at the meeting in any of the following ways: •over the internet using www.proxyvote.com, •over the telephone by calling a toll-free number; or •signing, dating, and mailing the proxy card in the envelope provided. To vote by telephone or the internet, you will need to use a control number that was provided to you by our vote tabulator, Broadridge Financial Solutions, and then follow the additional steps when prompted. The steps have been designed to authenticate your identity, allow you to give voting instructions, and confirm that those instructions have been recorded properly. If you hold your shares in street name, you must vote your shares in the manner prescribed by your broker, bank, trust, or other nominee, which is similar to the voting procedures for stockholders of record. If you request the proxy materials by mail after receiving a Notice of Internet Availability of Proxy Material, you will receive a voting instruction form (not a proxy card) to use in directing the broker, bank, trust, or other nominee how to vote your shares.
4.	Q	What does it mean if I receive more than one printed set of proxy materials?
	A	If you receive more than one Notice of Internet Availability of Proxy Materials or printed set of proxy materials, it means that you hold shares registered in more than one account. To ensure that all of your shares are voted, vote once for each control number you receive as described above under “How do I submit my proxy?”
5.	Q	Who pays for the cost of proxy preparation and solicitation?
	A	SPS pays for the cost of proxy preparation and solicitation, including the reasonable charges and expenses of brokerage firms, banks, trusts or other nominees for forwarding proxy materials to street name holders. We are soliciting proxies by mail. In addition, our directors, officers, and regular employees may solicit proxies personally, telephonically, electronically or by other means of communication. Our directors, officers and regular employees will receive no additional compensation for their services other than their regular compensation.


1.	Q	How do I vote?
	A	See the “How to Vote by Proxy” section earlier in this document for instructions on the different options on how to vote by Proxy.
2.	Q	How does the Board recommend that I vote?
	A	The Board recommends a vote: •FOR the election of each of the nominees for director; •FOR the ratification of the selection of KPMG as the independent auditor of SPS Commerce, Inc. for the year ending December 31, 2023; and •FOR advisory approval of the compensation of our NEOs.


3.	Q	What if I do not specify how I want my shares voted?
	A	If you are a stockholder of record and submit a signed proxy card or submit your proxy by internet or telephone but do not specify how you want to vote your shares on a particular matter, we will vote your shares as follows: •FOR the election of each of the nominees for director; •FOR the ratification of the selection of KPMG as the independent auditor of SPS Commerce, Inc. for the year ending December 31, 2023; and •FOR advisory approval of the compensation of our NEOs. Your vote is important. We urge you to vote, or to instruct your broker, bank, trust, or other nominee how to vote, on all matters before the annual meeting. If you are a street name holder and fail to instruct the stockholder of record how you want to vote your shares on a particular matter, those shares are considered to be “uninstructed.” New York Stock Exchange rules determine the circumstances under which member brokers of the New York Stock Exchange may exercise discretion to vote “uninstructed” shares held by them on behalf of their clients who are street name holders. Other than the ratification of the selection of KPMG as our independent auditor for the year ending December 31, 2023, the rules do not permit member brokers to exercise voting discretion as to the uninstructed shares on any matter included in the notice of meeting. With respect to the ratification of the selection of KPMG as our independent auditor for the year ending December 31, 2023, the rules permit member brokers to exercise voting discretion as to the uninstructed shares. For matters with respect to which the broker, bank or other nominee does not have voting discretion or has, but does not exercise, voting discretion, the uninstructed shares will be referred to as a “broker non-vote.” For more information regarding the effect of broker non-votes on the outcome of the vote, see below under “How are votes counted?”
4.	Q	Can I change my vote after submitting my proxy?
	A	Yes. You may revoke your proxy and change your vote at any time before your proxy is voted at the annual meeting, in any of the following ways: •by submitting a later-dated proxy by telephone or the internet before 11:59 p.m. ET on May 11, 2023 for shares held directly and before 11:59 p.m. ET on May 9, 2023 for shares held in a Plan; •by submitting a later-dated proxy to the Chief Financial Officer of SPS, which must be received by us before the time of the annual meeting; •by sending a written notice of revocation to the Chief Financial Officer of SPS, which must be received by us before the time of the annual meeting; or •by voting at the virtual meeting.
5.	Q	Can I vote my shares at the meeting?
	A	If you are a stockholder of record or beneficial owner of common stock as of the close of business on the record date, you may vote your shares during the virtual meeting by using the 16-digit control number on your Notice, your proxy card, or your voting instruction form, as applicable, on www.virtualshareholdermeeting.com/SPSC2023. Even if you currently plan to attend the meeting, we recommend that you submit your proxy as described above so your vote will be counted if you later decide not to attend the meeting. If you submit your vote by proxy and later decide to vote at the annual meeting, the vote you submit at the meeting will override your proxy vote.


6.	Q	What vote is required to approve each item of business included in the notice of meeting?
	A	A director nominee will be elected if the number of votes cast “FOR” the nominee exceeds the number of votes cast “AGAINST” the nominee. Any incumbent director who does not receive a greater number of votes “FOR” than “AGAINST” his or her reelection in an uncontested election shall tender his or her resignation to the Board, subject to acceptance. The Board will determine whether to accept or reject the offer to resign within 90 days of certification of the stockholder vote. The affirmative vote of the holders of a majority of the outstanding shares of common stock present at the meeting or represented by proxy and entitled to vote at the annual meeting is required to ratify the selection of our independent auditor. For the advisory vote to approve the executive compensation of our NEOs, there is no minimum approval necessary for the proposal since it is an advisory vote; however, the Board will consider the results of the advisory vote when considering future decisions related to such proposals.
7.	Q	How are votes counted?
	A	You may vote “FOR,” “AGAINST” OR “ABSTAIN” for each director nominee and on the other proposals. If you properly submit your proxy but abstain from voting for a director nominee or on the other proposals, your shares will be counted as present at the meeting for the purpose of determining a quorum and for the purpose of calculating the vote on the particular matter(s) with respect to which you abstained from voting. If you do not submit your proxy or voting instructions and also do not vote at the annual meeting, your shares will not be counted as present at the meeting for the purpose of determining a quorum unless you hold your shares in street name and the broker, bank, trust or other nominee has discretion to vote your shares and does so. For more information regarding discretionary voting, see the information above under “What if I do not specify how I want my shares voted?” If you abstain from voting for one or more of the director nominees or you do not vote your shares on this matter (whether by broker non-vote or otherwise), this will have no effect on the outcome of the vote. With respect to the proposal to ratify the selection of KPMG as our independent auditor, if you abstain from voting, doing so will have the same effect as a vote against the proposal, but if you do not vote your shares (or, for shares held in street name, if you do not submit voting instructions and your broker, bank, trust or other nominee does not or may not vote your shares), this will have no effect on the outcome of the vote. Abstentions and broker non-votes will have no effect on the advisory vote to approve the compensation of our NEOs.


			The Board recommends a vote FOR the election of each of the director nominees. Proxies will be voted FOR the election of each of the nominees unless otherwise specified.


Average Tenure*
8.7

Average Age
59

*excludes non-independent director


						BY TELEPHONE


						BY INTERNET


						BY MAIL


References & Abbreviations


			Archie Black Director since 2001 Chief Executive Officer, SPS Commerce, Inc.



Professional Highlights	Skills and Experiences
o SPS Commerce, Inc., Chief Executive Officer, 2001 – present, President, 2001 – 2022, Senior Vice President and Chief Financial Officer, 1998 – 2001 o Director Proto Labs, Inc, a publicly traded internet-enabled manufacturer of custom parts; Chairman since 2020 Graco Inc., a publicly traded manufacture of fluid handling products o Investment Advisors, Inc., Senior Vice President and Chief Financial Officer, 1987 – 1998 International asset management firm o Price Waterhouse, Auditor, 1984 – 1987 International audit, tax, and consulting firm o Director on the Minnesota Business Partnership Group of over 100 senior executives of Minnesota’s largest employers that works on a range of Minnesota based policy issues		•Financial Literacy •SaaS •Technology •Retail Market •Senior Leadership / Corporate Governance •Talent Management / Human Resources •Sales / Customer Engagement •Mergers & Acquisitions •International Operations


Primary Nominee Qualifications			Extensive management, financial, and operational experience as well as his experience with our Company.



Professional Highlights	Skills and Experiences
o Director Informed IQ, a banking technology company Wisdom Labs, a workplace wellbeing technology company Ambra Health (formerly DicomGrid), a medical data and image management cloud software company o Vlocity Inc., Director, 2014 – 2020 Co-founder of the industry-specific cloud CRM application provider o Flipgrid, Inc., Director, 2014 - 2019 Education technology software company o NetSuite Inc., 2003 – 2013, several executive roles including Executive Vice President of Worldwide Sales and Distribution Publicly traded provider of cloud-based business management software o Oracle Corporation, Various sales management roles, 1995 – 2003 Publicly traded software and technology provider		•SaaS •Senior Leadership / Corporate Governance •Talent Management / Human Resources •Sales / Customer Engagement •Mergers & Acquisitions •International Operations


Primary Nominee Qualifications			Experience in software sales and in rapidly scaling sales organizations.



Professional Highlights	Skills and Experiences
o SemperVirens Venture Capital, HR Venture Advisor, 2020 – present Early stage venture capital fund o Director Wisdom Labs, a workplace wellbeing technology company Ambra Health (formerly DicomGrid), a medical data and image management cloud software company o Twilio Inc., Chief People Officer, 2017 – 2019 Publicly traded developer and provider of a communication cloud-based platform o Fitbit, Inc., Chief People Officer, 2015 – 2017 Publicly traded health solution technology provider o NetSuite, Inc., Chief People Officer, 2009 – 2014; Head of Human Resources, 2006 – 2009 Publicly traded provider of cloud-based business management software		•SaaS •Senior Leadership / Corporate Governance •Talent Management / Human Resources •Mergers & Acquisitions •International Operations


Primary Nominee Qualifications			Strong human resources, executive compensation, talent acquisition and development, and mergers and acquisitions expertise.


			Tami Reller Director since 2016 Chair of the Board, 2018 - 2021



Professional Highlights	Skills and Experiences
o Duly Health and Care, Chief Executive Officer, 2022 - present; President, 2021 – 2022 Multi-specialty health care group o Director Avalara, a publicly traded automated tax compliance software company (through Q4'22) o UnitedHealth Group, Executive Vice President and Chief Marketing and Experience Officer, 2017 – 2021 Publicly traded health benefits and service platform o Optum, Chief Growth Officer, Chief Financial Officer, 2016 – 2017; Chief Marketing Officer, 2014 – 2016 Part of UnitedHealth Group, pharmacy benefit manager o Microsoft Corporation, 2001 – 2014, several executive roles including Executive Vice President of Marketing, Divisional Chief Financial Officer and Divisional Chief Marketing Officer Publicly traded software and technology company o Great Plains Software, Chief Financial Officer, 1999 – 2001 Publicly traded accounting and ERP software provider		•Financial Literacy •Technology •Senior Leadership / Corporate Governance •Mergers & Acquisitions •International Operations


Primary Nominee Qualifications			Extensive experience managing software companies, financial understanding and auditing review, and general business knowledge.


			Philip Soran Director since 2010 Chair of the Board: 2014 - 2017, 2022 - Present



Professional Highlights	Skills and Experiences
o Director Piper Sandler Companies, a publicly traded investment bank and asset management firm; Lead director since 2018 Foodsby, a food delivery service Origina, a technology services company Spineology Inc., a medical technology company o Flipgrid, Inc., Executive Chairman, 2015 – 2018 Education technology software company o Compellent Technologies, Inc., President/Chief Executive Officer, Director, 2002 – 2012 Co-founded publicly traded software company o Xiotech, President/Chief Executive Officer, Director, 1995 – 2001 Co-founded network storage business o Prodea Software Corporation, Executive Vice President, 1993 – 1995 Data warehousing software company		•Financial Literacy •SaaS •Technology •Senior Leadership / Corporate Governance •Talent Management / Human Resources •Sales / Customer Engagement •Mergers & Acquisitions


Primary Nominee Qualifications			Experience as a chief executive officer of a publicly traded company, service on a variety of public and private technology-related company boards, and experience in founding and building technology companies as well as corporate vision and operational knowledge.



Professional Highlights	Skills and Experiences
o CURiO Brands, Chief Executive Officer and Chair, 2012 – present Consumer goods provider o Director Vanda Pharmaceuticals, publicly traded biopharma company Spectrum Brands, publicly traded consumer goods provider (through 2021) o The FORWARD Group, Chief Executive Officer, 2010 – 2012 Co-founded business consulting group o Johnson Publishing Company, President & Chief Operating Officer, 2007 – 2010 Media and beauty company o The Coca-Cola Company, Assistant Vice President, 2006 – 2007 Publicly traded multinational consumer goods provider o Procter & Gamble, Associate Marketing Director, 1994 – 2006 Publicly traded multinational consumer goods provider		•Financial Literacy •Retail Market •Senior Leadership / Corporate Governance •Talent Management / Human Resources •Sales / Customer Engagement •Mergers & Acquisitions



Professional Highlights	Skills and Experiences
o Independent financial consultant to emerging companies, 1999 – present o Over 40 years in accounting and finance roles as a certified public accountant (inactive), investment banker to emerging growth companies, chief financial officer, and audit committee chair o Director Atricure, Inc., publicly traded medical device company Proto Labs, Inc., publicly traded internet-enabled manufacturer of custom parts o Served as a director of the following publicly traded companies: Cogentix Medical, Inc., 2006 – 2016 Compellent Technologies, Inc., 2007 – 2011 Image Sensing Systems, Inc., 2006 – 2012 Synovis Life Technologies, Inc., 2004 – 2012 Vital Images, Inc., 1997 – 2011		•Financial Literacy •SaaS •Technology •Senior Leadership / Corporate Governance •Mergers & Acquisitions


Primary Nominee Qualifications			Capabilities in financial understanding, strategic planning, and auditing expertise, given his experiences in investment banking and in financial leadership positions.


			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 process and audits of the financial statements; •evaluates the qualifications, performance and independence of our independent auditor and reviews and approves both audit 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; and •prepares the Audit Committee report that SEC rules require 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 the Nasdaq Global Market. 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 Global Market independence standards and the independence standards of Rule 10A-3(b)(1) of the Securities Exchange Act of 1934.
Sven Wehrwein

Additional Members:
Tami Reller
Anne Sempowski Ward

Number of Meetings Held in 2022:
6


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; 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 Reaume

Additional Members:
James Ramsey
Philip Soran

Number of Meetings Held in 2022:
7


Governance & Nominating Committee
Chair:			Among other matters, our Governance & Nominating Committee: •identifies 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 •discusses with management the Company’s objectives, policies, and efforts related to corporate responsibility matters (including sustainability, environmental, corporate citizenship, social, political, and public policy matters).
James Ramsey

Additional Members:
Marty Reaume
Anne Sempowski Ward

Number of Meetings Held in 2022:
5