SPS COMMERCE INC appointed new CEO

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 2, 2023, SPS Commerce, Inc. (the "Company") announced that its Chief Executive Officer, Archie Black, will retire from his position as Chief Executive Officer and transition to the newly created position of Executive Chair of the Board, effective upon his successor's appointment as the Company's Chief Executive Officer. The Board of Directors of the Company has approved the appointment of Philip Soran, the current Chair of the Board, to the position of lead independent director of the Board, effective as of the date Archie Black assumes the role of Executive Chair. The Board has commenced a search for a new Chief Executive Officer.

In addition, the Company and Mr. Black entered into an amendment (the "Black Amendment"), dated as of March 1, 2023, to his Amended and Restated Executive Severance and Change in Control Agreement dated effective as of February 13, 2020 (the "Black Agreement"), which provides that, in order to qualify as a "Retirement" under the Black Agreement, the services that Mr. Black must perform during the six-month notice period will include substantive services as agreed upon between the Company and Mr. Black (which the Company and Mr. Black have agreed to be services associated with Mr. Black continuing to be employed in the newly created position of Executive Chair of the Board), and that the Company may, in its sole discretion, designate a termination date earlier than the retirement date identified by Mr. Black. As a result, if Mr. Black remains in the role of Executive Chair of the Board until his retirement date as Executive Chair of the Board, then he will receive the benefits under the retirement provisions of the Black Agreement, including that (a) all of Mr. Black's unvested equity awards with solely a service-based vesting condition will become fully vested, (b) for any equity awards whose vesting or settlement is subject to the satisfaction of performance goals over a performance period, he will be entitled to have those awards vest on each originally scheduled vesting date for such award in an amount equal to the number of shares, share units or share equivalents subject to the equity award that would otherwise have been determined to have been earned by him had he remained continuously employed by the Company through the originally scheduled vesting date based on the degree to which the applicable performance goals were satisfied during the applicable performance period through the originally scheduled vesting date, and (c) Mr. Black will receive a pro-rated portion of his target annual cash incentive bonus for the fiscal year in which the termination occurs (payable in a lump sum no later than 60 calendar days after the date of termination).


The foregoing descriptions of the Black Amendment and the Black Agreement are summaries, do not purport to be complete and are qualified in their entirety by reference to the Black Amendment and the Black Agreement, which are attached as Exhibit 10.1 and Exhibit 10.2, respectively, to this report and are incorporated herein by reference. 


In addition, on March 1, 2023, the Company entered into an amendment to the Amended and Restated Executive Severance and Change in Control Agreement with each of Kimberly Nelson, the Company's Chief Financial Officer, and James Frome, the Company's President and Chief Operating Officer (the "Amendments"). The Amendments provide that, in order to qualify as a "Retirement" under the applicable severance and change in control agreements for Ms. Nelson and Mr. Frome, the services that the officer must perform during the six-month notice period may include such other services as agreed between the Company and the officer, and that the Company may, in its sole discretion, designate a termination date earlier than the retirement date identified by the officer. This description of the Amendments is a summary, does not purport to be complete and is qualified in its entirety by reference to the form of Amendment, which is attached as Exhibit 10.3 to this report and is incorporated herein by reference.