Archie Black
GRACOAbout Archie Black
Archie C. Black, 62, is an independent director of Graco Inc. (GGG) serving since February 2023. He is the former CEO of SPS Commerce (2001–October 2023) and subsequently served as Executive Chair through May 2024; earlier he was CFO of SPS (1998–2001) and CFO of Investment Advisors, Inc. (1987–1998) following three years as an auditor at Price Waterhouse. He is designated by the Graco Board as an audit committee financial expert, reflecting deep finance and public-company governance experience.
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Price Waterhouse | Auditor | ~3 years (pre-1987) | Foundation in audit and accounting. |
| Investment Advisors, Inc. | SVP & CFO | 1987–1998 | Senior finance leadership at an investment firm. |
| SPS Commerce, Inc. | SVP & CFO | 1998–2001 | Transitioned SPS to public-company rigor ahead of CEO role. |
| SPS Commerce, Inc. | Chief Executive Officer | 2001–Oct 2023 | Led cloud-based supply chain software firm as CEO. |
| SPS Commerce, Inc. | Executive Chair | Oct 2023–May 2024 | Oversight post-CEO tenure. |
External Roles
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Proto Labs, Inc. | Director; Chairman of the Board | Director since 2016; Chairman May 2020–May 2023 | Public company board leadership; manufacturing/industrial tech exposure. |
| SPS Commerce, Inc. | Director | 2001–2024 | Board service during executive tenure. |
Board Governance
- Independence: The Board determined Black is independent under NYSE rules; no material business relationships with Graco.
- Committees: Audit Committee member (financial expert); Management Organization & Compensation Committee member. Audit met 8x in FY2024; MOCC met 3x.
- Board leadership & engagement: Independent Chair (J. Kevin Gilligan); executive sessions of non-employee directors each regular meeting.
- Attendance: 2024 Board met 5 times; average attendance 97.8%; all directors attended ≥75% of their meetings and attended the Annual Meeting.
- Director commitments policy: Non-CEO directors generally limited to ≤3 other public boards absent Governance Committee approval.
Fixed Compensation
| Component (FY2024) | Amount ($) | Form | Notes |
|---|---|---|---|
| Annual Board Retainer | 80,000 | Deferred stock | Black elected to receive all retainers in deferred stock. |
| Audit Committee Retainer | 12,500 | Deferred stock | Member; not chair. |
| MOCC Retainer | 7,500 | Deferred stock | Member; not chair. |
| Stock Awards (quarterly grant-date fair value) | 100,000 | Deferred/direct stock | Reflects retainer value issued as stock/deferred stock. |
| Cash Fees | — | — | All retainers taken as deferred stock (except specified directors). |
| Total Director Compensation (FY2024) | 239,877 | Sum of stock awards + option awards. |
- Director stock ownership guideline: Minimum ~5x total annual retainers; directors have five years to comply; all with ≥5 years of service exceed the guideline.
Performance Compensation
| Equity Instrument | 2024 Grant | 2025 Grant | Terms |
|---|---|---|---|
| Annual Stock Options (non-employee directors) | 4,830 shares; Black-Scholes $28.96; ~$140,000 value | 4,980 shares; Black-Scholes $28.06; ~$140,000 value | Non-statutory options; 10-year term; vest 25% annually over 4 years; strike = fair market value per plan. |
- Black’s 2024 option award grant-date fair value: $139,877; aggregate reported in director compensation table.
- No director-specific performance metrics disclosed (director equity is non-performance stock options sized to market percentile; long-term alignment via share price).
Other Directorships & Interlocks
| Company | Relationship to Graco | Potential Interlock Notes |
|---|---|---|
| Proto Labs, Inc. | Unrelated public company | Manufacturing/industrial technology exposure; no Graco-related transaction disclosed. |
| SPS Commerce, Inc. | Former employer | No related-party transactions disclosed; independence affirmed. |
Expertise & Qualifications
- Audit committee financial expert designation; extensive CFO/CEO experience and public-company governance.
- Technology/process improvement background from SPS Commerce; leadership in cloud-based supply chain software.
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (incl. vested options) | 5,628 shares; includes 4,287 shares acquirable via vested options; includes 1,341 shares held in a charitable foundation over which Black has investment control; <1% of shares outstanding. |
| Deferred Stock Balance (as of 2024 FY-end) | 1,941 shares. |
| Deferred Stock (as of Feb 24, 2025) | 2,238 shares. |
| Options Outstanding (FY2024 year-end) | Unvested: 9,450; Exercisable: 1,540. |
| Hedging/Pledging | Prohibited; none by directors during 2024. |
| Director Ownership Guideline | ~5x annual retainers; 5-year compliance window. |
Governance Assessment
- Strengths: Independence confirmed; dual committee service including Audit (financial expert) enhances oversight of financial reporting, risk and executive pay; strong attendance culture and independent Chair structure support board effectiveness.
- Alignment: Election to receive retainers entirely in deferred stock and receipt of annual options strengthen equity alignment; director ownership guidelines are rigorous, with multi-year compliance runway.
- Compensation structure: Director pay targeted at market median for cash and ~75th percentile for equity to attract/retain talent; options vest over four years, promoting long-term focus.
- Conflicts/related party: No related-party transactions disclosed involving Black; Board independence determination finds no material business relationships; hedging/pledging prohibited and none in 2024.
- Engagement signals: Audit Committee met 8 times with explicit cybersecurity risk oversight; MOCC oversight of incentive recovery policies and consultant independence (WTW) suggests robust governance practices affecting overall investor confidence.
RED FLAGS: None identified specific to Archie Black (no RPTs, no pledging/hedging, independence affirmed). Monitor aggregate director option emphasis (equity at ~75th percentile) and multi-board commitments per policy thresholds.