SPS Commerce, Inc. Non-Employee Director Compensation Policy

Contract Categories: Human Resources › Compensation Agreements
Summary

This policy outlines the compensation for non-management directors of SPS Commerce, Inc. Directors receive an initial stock option grant upon joining the board, annual stock option grants for continued service, and an annual cash retainer. Additional annual fees are provided for serving as a committee chair or member, with higher amounts for chairing the Audit, Compensation, or Nominating and Governance Committees. The chairman of the board receives an extra annual fee. Stock option vesting is tied to continued board service and annual meeting dates.

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EX-10.16 2 c54716a2exv10w16.htm EX-10.16 exv10w16
Exhibit 10.16
SPS Commerce, Inc. Non-Employee Director Compensation Policy
      Each non-management director of SPS Commerce, Inc. (the “Company”) will receive:
 
  •   An initial stock option grant to purchase up to 60,000 shares (subject to adjustment for the reverse stock split that will occur immediately prior to consummation of the Company’s initial public offering) of the Company’s common stock upon appointment to the board. Each grant will vest in equal monthly installments over three years for so long as the director remains a member of the board.
 
  •   An annual stock option grant to purchase up to 20,000 shares (subject to adjustment for the reverse stock split that will occur immediately prior to consummation of the Company’s initial public offering) of the Company’s common stock on the date of each annual meeting of stockholders at which the director is elected to the board or continues to serve as a director. Each grant will vest in full on the earlier of one year after the date of grant or the date of the next year's annual meeting of stockholders, provided the director remains a member of the board as of the vesting date.
 
  •   An annual retainer of $20,000.
               Each non-management director of the Company that chairs of a committee will receive an annual fee as follows:
         
Committee Chair   Annual Cash Fee
Audit
   $ 11,000  
Compensation
   $ 8,000  
Nominating and Governance
   $ 5,000  
               Each non-management director of the Company, other than the chair, that serves on a committee will receive an annual fee as follows:
         
Non-Chair    
Committee Members   Annual Cash Fee
Audit
   $ 5,000  
Compensation
   $ 4,000  
Nominating and Governance
   $ 2,000  
               The chairman of the Company’s board of directors will receive an additional annual fee of $12,500.