Anne Sempowski Ward
About Anne Sempowski Ward
Independent director at SPS Commerce since 2020; age 53 as of March 28, 2025. Background spans consumer brands and operations leadership: Chair and former CEO/Chair of CURiO Brands, prior executive roles at Procter & Gamble, The Coca-Cola Company, Johnson Publishing, and The FORWARD Group; core credentials include financial literacy, retail market expertise, senior leadership, HR/talent management, sales/customer engagement, and M&A. Ward is independent under Nasdaq standards and serves on key board committees, including chairing Governance & Nominating and serving on Audit .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CURiO Brands (formerly The Thymes, LLC) | Chair | 2024–present | Oversight of consumer goods strategy |
| CURiO Brands | CEO & Chair | 2012–2024 | Led growth and operations in consumer goods |
| The FORWARD Group | CEO | 2010–2012 | Co-founded consulting group |
| Johnson Publishing Company | President & COO | 2007–2010 | Media/beauty operations leadership |
| The Coca-Cola Company | Assistant Vice President | 2006–2007 | Consumer goods executive role |
| Procter & Gamble | Associate Marketing Director | 1994–2006 | Brand management leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vanda Pharmaceuticals (public) | Director | Not disclosed | Not disclosed |
| Spectrum Brands (public) | Director | Through 2021 | Not disclosed |
Board Governance
- Independence: Ward is independent; all committee members (Audit, Compensation & Talent, Governance & Nominating) are independent under Nasdaq and SEC rules .
- Committee assignments (as of March 28, 2025): Chair, Governance & Nominating; Member, Audit; not on Compensation & Talent or Finance & Strategy .
- Committee responsibilities and meetings in 2024:
- Governance & Nominating: identification/evaluation of directors, board composition, director evaluations, governance guidelines, CEO/senior succession, ESG oversight; 5 meetings .
- Audit: financial reporting oversight, auditor oversight, internal controls, legal/regulatory compliance, risk oversight (including cybersecurity), investment/cash management; 7 meetings .
- Board meetings and attendance: Board held 6 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in regularly scheduled executive sessions .
- Audit Committee financial expert: Sven Wehrwein (not Ward) designated as financial expert .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 51,505 | Actual cash fees paid to Ward in 2024 |
| Stock Awards (grant-date fair value) | 91,163 | RSU/DSU or combination per director election |
| Option Awards (grant-date fair value) | 91,237 | Annual equity split 50/50 with options for 2024 |
| Total 2024 Compensation | 233,905 | Sum of cash, stock and options |
Director cash retainer structure (2024 program):
| Membership | Chairperson Annual Cash Fee ($) | Non-Chair Member Annual Cash Fee ($) |
|---|---|---|
| Board of Directors | 61,000 | 35,000 |
| Audit Committee | 20,000 | 10,000 |
| Compensation & Talent Committee | 15,000 | 7,000 |
| Finance & Strategy Committee | 10,000 | 5,000 |
| Governance & Nominating Committee | 8,000 | 4,000 |
Equity grant terms (2024 program):
- Annual equity: $182,500 total; split equally between stock options and RSUs/DSUs; granted on the 2024 annual meeting date; vests in four equal quarterly installments starting June 30, 2024; stock options at FMV on grant date; DSUs retained until Board service completion (convert to shares; optional deferral up to 10 years) .
- Initial appointment equity: stock options with grant-date value $182,500; vest in equal monthly installments over three years starting the first day of the month after appointment/election .
2025 program changes (effective at 2025 Annual Meeting):
- Eliminate stock options from annual/initial grants; increase annual and initial equity grant value to $200,000; allow annual equity as RSUs, DSUs, or combination; increase Board Chair cash retainer to $85,000, Governance & Nominating Chair to $8,500, and Compensation & Talent non-chair member to $7,500 .
Performance Compensation
| Compensation Metric Type | Applied to Directors | Details |
|---|---|---|
| Performance-based metrics (e.g., revenue, EBITDA, TSR) | None disclosed | Director equity awards are time-based; no director performance metrics disclosed |
Note: Pay-for-performance metrics (TSR, Adjusted EBITDA, Revenue) are emphasized for executive officers, not for non-employee directors .
Other Directorships & Interlocks
| Company | Relation to SPSC | Potential Interlock/Conflict Assessment |
|---|---|---|
| Vanda Pharmaceuticals | Unrelated biopharma | No SPSC-related transactions disclosed; low conflict risk |
| Spectrum Brands | Consumer goods (former director through 2021) | No SPSC-related transactions disclosed for 2024 |
- Related party transactions: None meeting the >$120,000 threshold in 2024; Board maintains policy for approval of related person transactions; director indemnification agreements in place .
Expertise & Qualifications
| Skill/Experience | Status |
|---|---|
| Financial Literacy | Yes |
| Retail Market | Yes |
| Senior Leadership / Corporate Governance | Yes |
| Talent Management / Human Resources | Yes |
| Sales / Customer Engagement | Yes |
| Mergers & Acquisitions | Yes |
| Technology/SaaS/International Ops | Not specially flagged for Ward in skills chart |
| Gender/Race | Female; African American or Black |
Equity Ownership
Beneficial ownership (as of March 19, 2025):
| Holder | Common Shares Owned | Shares from Equity Awards Exercisable/Vesting within 60 Days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Anne Sempowski Ward | 2,824 | 12,947 | 15,771 | <1% (base: 38,032,125 shares) |
Director award holdings (as of December 31, 2024):
| Item | Quantity |
|---|---|
| Unvested Restricted Stock | 117 |
| Options – Total Outstanding | 12,947 |
| Options – Outstanding and Exercisable | 12,663 |
Stock ownership guidelines (non-employee directors):
- Required ownership: ≥5× annual non-chair cash retainer ($175,000 for 2024); achieve within five years of appointment; until compliant, must retain 50% of shares acquired on equity vesting/exercise (net of price/withholding); unvested awards and out-of-the-money options excluded; vested in-the-money options count until January 1, 2027 (after which unexercised options will not count). As of March 19, 2025, each non-employee director had met the requirement or had served <5 years .
Insider transactions (Form 4):
| Filing Date | Transaction Date | Type | Securities Transacted | Price | Post-Transaction Ownership | Security | Source |
|---|---|---|---|---|---|---|---|
| 2025-05-15 | 2025-05-13 | A (Award) | 1,310 | $0.00 | 4,134 | Common Stock | https://www.sec.gov/Archives/edgar/data/1092699/000162828025026048/0001628280-25-026048-index.htm |
| 2024-05-20 | 2024-05-16 | A (Award) | 465 | $0.00 | 2,824 | Common Stock | https://www.sec.gov/Archives/edgar/data/1092699/000143774924017738/0001437749-24-017738-index.htm |
| 2024-05-20 | 2024-05-16 | A (Option Grant) | 1,136 | $80.31 | 1,136 options | Stock Option (right to buy) | https://www.sec.gov/Archives/edgar/data/1092699/000143774924017738/0001437749-24-017738-index.htm |
Insider trading policy:
- Prohibits holding or pledging company securities as collateral, short sales, trading derivatives, and hedging transactions; allows only same-day limit orders or approved 10b5-1 plans .
Governance Assessment
- Strengths: Independent status; chairs Governance & Nominating Committee and serves on Audit; demonstrated engagement (≥75% attendance; participation in 5 Governance and 7 Audit meetings in 2024; attended annual meeting); board conducts regular executive sessions of independents; robust ownership guidelines and anti-hedging/anti-pledging policy; no related party transactions in 2024 .
- Alignment: Receives mix of cash plus equity with quarterly vesting; ownership guidelines drive retention; insider awards indicate continued equity exposure; beneficial ownership under 1% consistent with director role .
- Compensation structure evolution: Program moving from options to RSUs/DSUs and increasing grant value to $200,000; modest cash retainer adjustments (e.g., Governance Chair to $8,500) — reduces option risk and may improve alignment via full-value equity; Compensia advises the committee .
- RED FLAGS: None observed — no pledging/hedging permitted; no 2024 related-party transactions; Audit Committee financial expert designated (Wehrwein); strong say-on-pay support (96%) indicates shareholder approval of compensation governance framework for executives, indirectly supportive of broader governance .
Additional context: Audit Committee report confirms oversight of audited 2024 financials by KPMG; board risk oversight explicitly covers financial, operational, legal/regulatory, and cybersecurity risks, with Audit and Compensation & Talent committees assigned specific risk domains .