SPS Commerce Inc. Files Definitive Proxy Statement (DEF 14A)

Ticker: SPSC · Form: DEF 14A · Filed: Apr 4, 2024 · CIK: 1092699

Sps Commerce Inc DEF 14A Filing Summary
FieldDetail
CompanySps Commerce Inc (SPSC)
Form TypeDEF 14A
Filed DateApr 4, 2024
Risk Levellow
Pages16
Reading Time19 min
Sentimentneutral

Sentiment: neutral

Topics: SPS Commerce, SPSC, DEF 14A, Proxy Statement, Executive Compensation

TL;DR

<b>SPS Commerce Inc. has filed its Definitive Proxy Statement (DEF 14A) for the 2023 fiscal year, detailing executive compensation and stock award information.</b>

AI Summary

SPS COMMERCE INC (SPSC) filed a Proxy Statement (DEF 14A) with the SEC on April 4, 2024. SPS Commerce Inc. filed a Definitive Proxy Statement (DEF 14A) on April 4, 2024. The filing covers the period from January 1, 2023, to December 31, 2023. Key executives mentioned include Archie Black and Chad Collins. The filing details stock awards granted and unvested as of year-end for 2023, 2022, 2021, and 2020. Information on changes in stock awards from prior years is also provided.

Why It Matters

For investors and stakeholders tracking SPS COMMERCE INC, this filing contains several important signals. This filing provides shareholders with crucial information regarding executive compensation, including stock awards, which can influence investment decisions. Understanding the details of stock awards and their changes over multiple years offers insight into management's long-term incentives and the company's compensation strategy.

Risk Assessment

Risk Level: low — SPS COMMERCE INC shows low risk based on this filing. The filing is a routine DEF 14A, providing standard disclosure information without immediate financial performance indicators or significant strategic shifts.

Analyst Insight

Review the executive compensation details and stock award grants to assess management's alignment with shareholder interests.

Executive Compensation

NameTitleTotal Compensation
Archie BlackMember
Chad CollinsMember

Key Numbers

  • 2024-04-04 — Filing Date (DEF 14A filing date)
  • 2023-12-31 — Fiscal Year End (Reporting period end date)
  • 2023-01-01 — Reporting Period Start (Reporting period start date)

Key Players & Entities

  • SPS COMMERCE INC (company) — COMPANY CONFORMED NAME
  • Archie Black (person) — Executive Name
  • Chad Collins (person) — Executive Name
  • 333 SOUTH SEVENTH STREET SUITE 1000 (company) — BUSINESS ADDRESS
  • MINNEAPOLIS (company) — BUSINESS ADDRESS CITY
  • DE (company) — STATE OF INCORPORATION

FAQ

When did SPS COMMERCE INC file this DEF 14A?

SPS COMMERCE INC filed this Proxy Statement (DEF 14A) with the SEC on April 4, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by SPS COMMERCE INC (SPSC).

Where can I read the original DEF 14A filing from SPS COMMERCE INC?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by SPS COMMERCE INC.

What are the key takeaways from SPS COMMERCE INC's DEF 14A?

SPS COMMERCE INC filed this DEF 14A on April 4, 2024. Key takeaways: SPS Commerce Inc. filed a Definitive Proxy Statement (DEF 14A) on April 4, 2024.. The filing covers the period from January 1, 2023, to December 31, 2023.. Key executives mentioned include Archie Black and Chad Collins..

Is SPS COMMERCE INC a risky investment based on this filing?

Based on this DEF 14A, SPS COMMERCE INC presents a relatively low-risk profile. The filing is a routine DEF 14A, providing standard disclosure information without immediate financial performance indicators or significant strategic shifts.

What should investors do after reading SPS COMMERCE INC's DEF 14A?

Review the executive compensation details and stock award grants to assess management's alignment with shareholder interests. The overall sentiment from this filing is neutral.

How does SPS COMMERCE INC compare to its industry peers?

SPS Commerce Inc. operates in the prepackaged software industry, providing cloud-based solutions for supply chain management.

Are there regulatory concerns for SPS COMMERCE INC?

The filing is a DEF 14A, a standard SEC form for definitive proxy statements, used for soliciting proxies from shareholders.

Industry Context

SPS Commerce Inc. operates in the prepackaged software industry, providing cloud-based solutions for supply chain management.

Regulatory Implications

The filing is a DEF 14A, a standard SEC form for definitive proxy statements, used for soliciting proxies from shareholders.

What Investors Should Do

  1. Analyze the stock award grants and vesting schedules for key executives.
  2. Compare executive compensation trends over the past few fiscal years (2020-2023).
  3. Review any shareholder proposals or voting matters outlined in the proxy statement.

Key Dates

  • 2024-04-04: DEF 14A Filing — Definitive Proxy Statement filed

Year-Over-Year Comparison

This is the initial DEF 14A filing for the 2023 fiscal year, following previous filings for earlier periods.

Filing Stats: 4,839 words · 19 min read · ~16 pages · Grade level 11.7 · Accepted 2024-04-04 08:15:13

Filing Documents

Forward-Looking Statements

Forward-Looking Statements This Proxy Statement contains forward-looking statements, including information about future expectations, plans and prospects, within the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks, uncertainties and other factors which may cause the actual results to be materially different than those expressed or implied in such statements. Certain of these risks, uncertainties, and other factors are included in documents the Company filed with the SEC, including but not limited to, the Company's Annual Report on Form 10-K for the year ended December 31, 2023, as well as subsequent reports filed with the Securities and Exchange Commission. Other unknown or unpredictable factors also could have material adverse effects on the Company's future results. The forward-looking statements included in this Proxy Statement are made only as of the date hereof. The Company cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. Finally, the Company expressly disclaims any intent or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. SPS COMMERCE, INC. TABLE OF CONTENTS PROXY SUMMARY 2 Business Overview 2 Chief Executive Officer Succession and Board Leadership 2 Voting Matters and Voting Recommendations 3 QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING 4 Purpose of the Meeting 4 Meeting Voting Rights and Attendance 4 Information about the Notice and Proxy Materials 5 Voting 6

- ELECTION OF DIRECTORS 9

ITEM 1 - ELECTION OF DIRECTORS 9 Director Skills, Experience and Diversity 10 Nominees for Directors 11 INFORMATION REGARDING THE BOARD AND CORPORATE GOVERNANCE 15 Board Leadership Structure 15 Board Committees 16 Meeting Attendance 19 Board Involvement in Risk Oversight 19 Procedures for Contact the Company, including the Board 20 Director Independence 20 Procedures for Selecting and Nominating Director Candidates 21 Board Diversity 22 Director Compensation 22 Corporate Responsibility 24

EXECUTIVE COMPENSATION 26

EXECUTIVE COMPENSATION 26 Compensation Discussion and Analysis 26 Compensation & Talent Committee Report 39 2023 Summary Compensation Table 40 2023 Grants of Plan-Based Awards Table 41 Outstanding Equity Awards at Fiscal Year-End Table 42 2023 Options Exercised and Stock Vested Table 43 Pension Benefits 43 Non-Qualified Deferred Compensation 44 Employment Agreements 44 Potential Payments Upon Termination, Retirement, or Change in Control 44 CEO Pay Ratio 50 Pay Versus Performance 51 AUDIT COMMITTEE REPORT AND PAYMENT OF FEES TO OUR INDEPENDENCE AUDITOR 54 Audit Committee Report 54 Auditor Fees 54 Auditor Services Pre-Approval Policy 55

- RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR 56

ITEM 2 - RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR 56

- ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS 57

ITEM 3 - ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS 57 ITEM 4 - APPROVAL OF AN AMENDMENT TO THE NINTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SPS COMMERCE, INC. TO ALLOW FOR EXCULPATION OF OFFICERS 58

SECURITY OWNERSHIP 60

SECURITY OWNERSHIP 60

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 60 Equity Compensation Plan Information 61 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 62 Transactions with Related Persons 62 Policy for Approval of Related Person Transactions 62 OTHER INFORMATION 63 Delinquent Section 16(a) Reports 63 Stockholder Proposals for the 2025 Annual Meeting of Stockholders 63 Householding of Proxy Materials 64 Other Matters 64 APPENDIX A - RECONCILIATION OF NON-GAAP FINANCIAL MEASURES A-1 APPENDIX B - PROPOSED AMENDMENT TO THE NINTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION B-1 PROXY SUMMARY PROXY SUMMARY This summary provides a business overview and highlights certain information contained elsewhere in this Proxy Statement. We encourage you to review the entire Proxy Statement. This Proxy Statement and our Annual Report are first being made available to our stockholders on or about April 4, 2024. Website addresses included throughout this Proxy Statement are for reference only. The information contained on our website is not incorporated by reference into this Proxy Statement. Business Overview We are a leading provider of cloud-based supply chain management services across our global retail network. Our products make it easier for retailers, grocers, distributors, suppliers, and logistics firms to communicate and collaborate by simplifying how they manage and share item, inventory, order and sales data across omnichannel retail channels. We deliver our products using a full-service model, which includes industry-leading technology and a team of experts that optimize, update, and operate the technology on customers' behalf. Our products enable customers to increase supply chain performance, optimize inventory levels and sell-through, reduce operational costs, improve order visibility, and satisfy consumer demands for a seamless omnichannel experience. CEO Succession and Board Leadership Effective October 2, 2023, our Board a

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