Sps Commerce Inc DEF 14A, filed Mar 28, 2025

Sps Commerce Inc (SPSC)

DEF 14A 2025-03-28 For: 2025-05-13

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Added on June 12, 2026

About this DEF 14A

Sps Commerce Inc filed this DEF 14A on March 28, 2025.

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	Dear Stockholders:

	You are cordially invited to join us for our 2025 Annual Meeting of Stockholders, which will be held virtually on Tuesday, May 13, 2025, 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/SPSC2025. Stockholders will have the same opportunities to participate in the virtual 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. The notice of the 2025 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 2024 Annual Report to Stockholders (the “Annual Report”). 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.The Notice contains instructions on how to access our proxy materials and Annual Report 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. We look forward to having you attend the virtual meeting.

Chad Collins Chief Executive Officer



		Sincerely,

		Chad Collins
		Chief Executive Officer


Items of Business
1.			Election of seven directors, each for a one-year term.
2.			Ratification of the selection of KPMG LLP as independent auditor for the fiscal year ending December 31, 2025.
3.			Advisory approval of the compensation of our named executive officers (“Say-on-Pay” vote).
4.			An advisory vote regarding the frequency of holding future Say-on-Pay votes.
5.			Any other business that may properly be considered at the meeting or any adjournment or postponement of the meeting.


PROXY SUMMARY			2
Business Overview			2
Voting Matters and Voting Recommendations			2
QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING			3
Purpose of the Meeting			3
Meeting Voting Rights and Attendance			3
Information about the Notice and Proxy Materials			4
Voting			5
ITEM 1 - ELECTION OF DIRECTORS			8
Director Skills and Experience			9
Nominees for Directors			10
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			14
Board Leadership Structure			14
Board Committees			15
Board Meetings and Attendance			18
Board Involvement in Risk Oversight			18
Procedures for Contacting the Company, including the Board			18
Director Independence			19
Procedures for Selecting and Nominating Director Candidates			19
Board Diversity			20
Director Compensation			21
Corporate Responsibility			23
EXECUTIVE COMPENSATION			25
Compensation Discussion and Analysis			25
Compensation & Talent Committee Report			39
2024 Summary Compensation Table			40
2024 Grants of Plan-Based Awards Table			42
Outstanding Equity Awards at Fiscal Year-End Table			44
2024 Options Exercised and Stock Vested Table			45
Pension Benefits			46
Non-Qualified Deferred Compensation			46
Employment Agreements			46
Potential Payments Upon Termination, Retirement, or Change in Control			46
CEO Pay Ratio			53
Pay Versus Performance			54
AUDIT COMMITTEE REPORT AND PAYMENT OF FEES TO OUR INDEPENDENT AUDITOR			58
Audit Committee Report			58
Auditor Fees			58
Auditor Services Pre-Approval Policy			59
ITEM 2 - RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR			60
ITEM 3 - ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS			61
ITEM 4 - ADVISORY VOTE REGARDING THE FREQUENCY OF HOLDING FUTURE SAY-ON-PAY VOTES			62
SECURITY OWNERSHIP			63
Security Ownership of Certain Beneficial Owners and Management			63
Equity Compensation Plan Information			64
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			65
Transactions with Related Persons			65
Policy for Approval of Related Person Transactions			65
OTHER INFORMATION			66
Delinquent Section 16(a) Reports			66
Stockholder Proposals for the 2026 Annual Meeting of Stockholders			66
Householding of Proxy Materials			67
Other Matters			67
APPENDIX A - RECONCILIATION OF NON-GAAP FINANCIAL MEASURE			A-1


1.	Q	Who is entitled to vote at the 2025 Annual Meeting?
	A	The Board has set March 19, 2025 as the record date for the 2025 Annual Meeting. If you were a stockholder of record at the close of business on March 19, 2025, you are entitled to vote at the 2025 Annual Meeting. As of the record date, 38,032,125 shares of common stock, representing all of our voting stock, were issued and outstanding and, therefore, eligible to vote at the 2025 Annual 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 38,032,125 votes are entitled to be cast at the 2025 Annual Meeting. There is no cumulative voting.
3.	Q	How many shares must be present to hold the 2025 Annual Meeting?
	A	In accordance with our bylaws, the holders of 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 2025 Annual Meeting in order to hold the 2025 Annual Meeting and conduct business. This is called a quorum. Shares are counted as present at the 2025 Annual Meeting if: •you are present (virtually) and vote at the 2025 Annual 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, and 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 2025 Annual Meeting?
	A	All of our stockholders are invited to attend the 2025 Annual Meeting virtually. The 2025 Annual Meeting is not being held in person. We believe that hosting the 2025 Annual Meeting online enables increased attendance and participation from locations around the world. The 2025 Annual Meeting has been designed to provide the same rights to participate as you would have at an in-person 2025 Annual Meeting.
6.	Q	What do I need to attend the 2025 Annual Meeting?
	A	We will be hosting our 2025 Annual Meeting via live webcast. Stockholders can attend the 2025 Annual Meeting online at: www.virtualshareholdermeeting.com/SPSC2025. The webcast will begin at 8:00 a.m., Central Time. We encourage you to access the 2025 Annual Meeting prior to the start time. In order to participate in the 2025 Annual 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.
7.	Q	How can I submit a question at the 2025 Annual Meeting?
	A	If you would like to submit a question at the 2025 Annual Meeting, you may type your question into the dialog box provided at any point during the virtual 2025 Annual 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.
8.	Q	What if I have technical difficulties or trouble accessing the 2025 Annual Meeting?
	A	If you encounter any technical difficulties with accessing the virtual 2025 Annual Meeting, please call the technical support number that will be posted on the 2025 Annual Meeting website log-in page.


Time and Date 8:00 a.m., Central Time Tuesday, May 13, 2025						Access The 2025 Annual Meeting of Stockholders is virtual only. Join us via: www.virtualshareholdermeeting.com/SPSC2025


IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 13, 2025: This Notice of the 2025 Annual Meeting, 2025 Proxy Statement, and 2024 Annual Report to Stockholders are available at www.proxyvote.com.


			2			Proxy Statement for the 2025 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, Chad Collins and Kimberly Nelson, have been designated as proxies for our 2025 Annual Meeting.
2.	Q	If I received a one-page Notice, 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 stockholders who have not previously requested printed proxy materials, which reduces our costs and the environmental impact of our 2025 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 29, 2025 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 2025 Annual 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 receive the proxy materials by mail, 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 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. 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 such regular compensation.


1.	Q	How do I vote?
	A	See the “How to Vote by Proxy” section above for instructions on the different options on how to vote by proxy. See below under “Can I vote my shares at the 2025 Annual Meeting?” for information on voting your shares during the virtual 2025 Annual Meeting.
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, 2025; •FOR advisory approval of the compensation of our NEOs; and •1 YEAR for the advisory vote regarding the frequency of holding future Say-on-Pay votes.


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, 2025; •FOR advisory approval of the compensation of our NEOs; and •1 YEAR for the advisory vote regarding the frequency of holding future Say-on-Pay votes. 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 2025 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.” Other than the ratification of the selection of KPMG as our independent auditor for the year ending December 31, 2025, brokers may not exercise voting discretion as to the uninstructed shares on any matter included in the Notice of Annual Meeting. With respect to the ratification of the selection of KPMG as our independent auditor for the year ending December 31, 2025, brokers may 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. If you are a stockholder of record with shares registered in your name, you may revoke your proxy and/or change your vote in any of the following ways: •by submitting a later-dated proxy by telephone or the internet before 11:59 p.m. Eastern Time on May 12, 2025 for shares held directly and before 11:59 p.m. Eastern Time on May 8, 2025 for shares held in the Plan; •by submitting a later-dated proxy to the Corporate Secretary of SPS, which must be received by us before the time of the 2025 Annual Meeting; •by sending a written notice of revocation to the Corporate Secretary of SPS, which must be received by us before the time of the 2025 Annual Meeting; or •by voting at the virtual 2025 Annual Meeting. If you hold your shares in street name, you should contact your broker, bank, trust, or other nominee and follow their instructions to change your vote or revoke your proxy.
5.	Q	Can I vote my shares at the 2025 Annual 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 2025 Annual 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/SPSC2025. Even if you currently plan to attend the 2025 Annual 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 2025 Annual Meeting. If you submit your vote by proxy and later decide to vote during the meeting, the vote you submit at the 2025 Annual Meeting will override your proxy vote.


6.	Q	What vote is required to approve each item of business included in the Notice of Annual 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 Governance and Nominating Committee will make a recommendation and 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 2025 Annual Meeting or represented by proxy and entitled to vote on the matter 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 since it is an advisory vote; however, the Board will consider the results of the advisory vote when considering future decisions related to such proposal. For the advisory vote regarding the frequency of future Say-on-Pay votes, there is no minimum approval necessary since it is an advisory vote; however, the Board will consider the frequency that receives the most votes as representing the stockholders’ preference on such proposal.
7.	Q	How are votes counted?
	A	You may vote “FOR,” “AGAINST” OR “ABSTAIN” for each director nominee and on the other proposals other than the proposal regarding the frequency of holding future Say-on-Pay votes. You may vote “1 YEAR,” “2 YEARS,” “3 YEARS” or “ABSTAIN” on the advisory vote regarding the frequency of holding future Say-on-Pay votes. 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 2025 Annual 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 2025 Annual 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?” With respect to the proposal to elect directors, 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. Your broker or other nominee does have discretionary authority to vote your shares on this proposal, even if the broker or other nominee does not receive voting instructions from you. Therefore, we do not expect any broker non-votes with respect to this proposal. Abstentions and broker non-votes will have no effect on the advisory vote to approve the compensation of our NEOs or the advisory vote regarding the frequency of holding future Say-on-Pay votes.


			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.


			Chad Collins Director since 2023 Chief Executive Officer, SPS Commerce, Inc.


						BY TELEPHONE


						BY INTERNET


						BY MAIL


References & Abbreviations



Professional Highlights	Skills and Experiences
o SPS Commerce, Inc., CEO, 2023 - present o Körber Supply Chain, CEO - Software, 2020 - 2023 Global provider of a wide range of end-to-end supply chain solutions o Highjump Software (and parent company, Accellos), various leadership roles, 2002 - 2020, including President, 2015-2017, and CEO, 2017 - 2020 Global provider of supply chain management software and trading partner software o Cap Gemini Ernst & Young, Supply Chain Consultant, 1998 - 2002		•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 and operational experience in supply chain technology, as well as his role with our Company.



Professional Highlights
o Planview, Inc., CEO and Director, 2021 - present Enterprise software provider of portfolio management and digital product development solutions o LLamasoft, Inc. (acquired by Coupa in 2020), CEO and Director, 2018 - 2021 AI-based supply chain design and planning solutions provider o Sparta Systems (acquired by Honeywell in 2021), Director, 2017 - 2018 Enterprise quality management software provider for life sciences industry o Blue Yonder, various leadership roles, 2010 - 2017, including Executive Vice President & General Manager, Chief Revenue Officer (2015 - 2017), EVP & GM (2014 - 2015), and SVP International and Strategic Initiatives (2013 - 2014) Supply chain management software provider o i2 Technologies (acquired by Blue Yonder in 2010), various leadership roles, 1999 - 2010, including Senior Vice President, Head of Sales (2009 - 2010) and SVP, Global Logistics Business Unit (2005 - 2008) Supply chain management software provider o Ernst & Young, Management Consultant, 1997 - 1999									•Financial Literacy •SaaS •Technology •Retail Market •Senior Leadership / Corporate Governance •Talent Management / Human Resources •Sales / Customer Engagement •Mergers & Acquisitions •International Operations


Primary Nominee Qualifications			Experience as a chief executive officer and sales leader in the evolving enterprise and supply chain management software services industries.



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 o Advisory Board Member Atrium, executive coaching platform OpenClassrooms, online education and training platform Informed, consumer auto-financing platform Tigerhall, platform to help drive change and transformation initiatives HR.com, HR networking platform 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 Director, Fairview Health Services, 2024 - present Non-profit healthcare services network o Duly Health and Care, Executive Chair, 2023 - 2024; CEO, 2022 - 2023; President, 2021 - 2022 Multi-specialty health care group o UnitedHealth Group, Executive Vice President and Chief Marketing and Experience Officer of UnitedHealthcare, 2017 - 2021 Publicly traded health benefits platform o Optum (subsidiary of UnitedHealth Group), Chief Growth Officer, Chief Financial Officer, 2016 - 2017; Chief Marketing Officer, 2014 - 2016 Healthcare services provider o Microsoft Corporation, several executive roles including Executive Vice President of Marketing, Divisional Chief Financial Officer and Marketing Officer, 2001 - 2014 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 - 2023, 2024 - Present Lead Independent Director: 2023 - 2024



Professional Highlights	Skills and Experiences
o Director Origina, 2022 - present Technology services company Piper Sandler Companies, 2018 - present, lead director, 2018 - 2024 Publicly traded investment bank and asset management firm Foodsby, 2017 - 2024 Food delivery service Spineology Inc., 2018 - 2024 Medical technology company o Flipgrid, Inc., Executive Chairman, 2015 – 2018 Education technology software company o Compellent Technologies, Inc., President, CEO, Director, 2002 - 2012 Co-founded publicly traded software company o Xiotech, President, CEO, Director, 1995 - 2001 Co-founded network storage business		•Financial Literacy •SaaS •Technology •Senior Leadership / Corporate Governance •Talent Management / Human Resources •Sales / Customer Engagement •Mergers & Acquisitions •International Operations



Professional Highlights	Skills and Experiences
o CURiO Brands (formerly The Thymes, LLC), Chair, 2024 - present, CEO & Chair, 2012 - 2024 Consumer goods provider o Director Vanda Pharmaceuticals, publicly traded biopharma company Spectrum Brands, publicly traded consumer goods provider (through 2021) o The FORWARD Group, CEO, 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.


Audit Committee
Chair:			Among other matters, our Audit Committee: •assesses management’s processes for ensuring the quality and integrity of the Company’s financial statements through oversight of the accounting and financial reporting processes and audits of the financial statements; •evaluates the qualifications, performance and independence of our independent auditor and reviews and approves both auditing and non-audit services to be provided by the independent auditor; •discusses with management and our independent auditors any major issues as to the adequacy of our internal controls, any actions to be taken in light of significant or material control deficiencies and the adequacy of disclosures about changes in internal control over financial reporting; •oversees our legal and regulatory compliance process; •oversees management’s processes to monitor, control, and report on significant corporate risk exposures; •establishes procedures for the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls or auditing matters, including the confidential, anonymous submission by employees of concerns regarding accounting or auditing matters; •oversees our investment and cash management policies; •oversees, reviews and discusses with management: the Company’s cybersecurity, information technology and data security risks and threats; the potential impact of those risks and threats on the Company’s business, operations and reputation; and management’s processes, procedures and actions to identify, assess, monitor, mitigate and remediate such risks and threats; and •approves the Audit Committee report required by the rules of the SEC to be included in our annual proxy statement. Each of the members of our Audit Committee meets the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq. Our Board has determined that Mr. Wehrwein is an Audit Committee financial expert, as defined under the applicable rules of the SEC. Each member of our Audit Committee satisfies the Nasdaq independence standards and the independence standards of Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Sven Wehrwein

Additional Members:
Tami Reller
Anne Sempowski Ward

Number of Meetings Held in 2024:
7


Compensation & Talent Committee
Chair:			Among other matters, our Compensation & Talent Committee: •reviews and approves, on an annual basis, the goals, and objectives relevant to our executive officers’ compensation; •assesses and approves our CEO and other executive officers’ annual compensation, including salary, bonus, incentive and equity-based compensation, based on a review of executive officer performance evaluations, a review of peer company compensation programs, and external consultations; •administers our equity compensation plans; •periodically reviews the compensation paid to our non-employee directors and recommends any adjustments in director compensation to our Board; •oversees and administers our incentive compensation recovery policies; and •reviews and provides guidance to management with respect to our human capital management policies, programs and strategies, including but not limited to those regarding talent recruitment, development and retention, health and safety, organizational culture, diversity, equity and inclusion, and compensation and benefits.
Marty Réaume

Additional Members:
Tami Reller
Philip Soran

Number of Meetings Held in 2024:
5


Governance & Nominating Committee
Chair:			Among other matters, our Governance & Nominating Committee: •identifies, evaluates and recommends individuals qualified to become members of the Board; •determines the composition of the Board and its committees; •oversees the evaluation of our Board and individual directors; •reviews and recommends any modifications to our Corporate Governance Guidelines; •recommends to the Board succession plans for our CEO and other critical, senior management positions; and •provides oversight of, and periodically discusses with management, the Company’s objectives, policies, and efforts related to environmental, social, and governance (“ESG”) practices and other corporate responsibility matters, including with respect to sustainability, environmental, corporate citizenship, social, governance, political, and public policy matters.
Anne Sempowski Ward

Additional Members:
James Ramsey
Marty Réaume

Number of Meetings Held in 2024:
5


Finance & Strategy Committee
Chair:			Among other matters, our Finance & Strategy Committee assists the Board in matters involving certain finance and strategic matters, including: •monitoring policies regarding capital structure and leverage levels; •reviewing dividend and share repurchase policies and practices; and •reviewing proposed merger, acquisition, recapitalization, financing and other similar transactions.
Sven Wehrwein

Additional Members:
James Ramsey
Philip Soran

Number of Meetings Held in 2024:
6


Responsibility of Management						Our management is responsible for identifying the various risks facing us, formulating risk management policies and procedures, and managing our risk exposures on a day-to-day basis.


Responsibility of the Board						The Board is responsible for monitoring our risk management processes by informing itself concerning our material risks and evaluating whether management has reasonable controls in place to address the material risks; the Board is not responsible, however, for identifying or managing our various risks.


Responsibility of the Audit Committee						The Audit Committee is primarily responsible for providing oversight in the areas of financial risk, legal and regulatory compliance, and cybersecurity risk. The Board, with the assistance from the Audit Committee, is primarily responsible for monitoring management’s responsibility in all other areas of risk management for the Company.


Responsibility of the Compensation & Talent Committee						The Compensation & Talent Committee is charged with overseeing risks associated with our variable compensation policies and practices and annually reviews whether risks arising from our compensation policies and practices for our employees are reasonably likely to have a material adverse effect on SPS.


Board Diversity Matrix

Total number of directors	8

Part I: Gender Identity	Female	Male
Directors	3	5

Part II: Demographic Background
African American or Black	1	—
White	2	4
Asian	—	1