Chad Collins
About Chad Collins
Chad Collins is CEO and director of SPS Commerce since October 2, 2023, age 49 with 1 year of service as of December 31, 2024 . Prior roles include CEO – Software at Körber Supply Chain (2020–2023), CEO and President at HighJump Software/Accellos (2015–2020), and Supply Chain Consultant at Cap Gemini Ernst & Young (1998–2002), highlighting SaaS, technology, and supply chain leadership credentials . Company performance highlights disclosed in the 2025 proxy include 96 consecutive quarters of revenue growth, 19% revenue CAGR, and 2024 stockholder return of 49% vs 28% for the Russell 1000, underpinning a pay-for-performance equity-heavy program .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Körber Supply Chain | CEO – Software | 2020–2023 | Led end-to-end supply chain software portfolio |
| HighJump Software / Accellos | President; CEO | President 2015–2017; CEO 2017–2020 | Ran global supply chain management and trading partner software businesses |
| Cap Gemini Ernst & Young | Supply Chain Consultant | 1998–2002 | Advised on supply chain operations and technology |
| SPS Commerce | Chief Executive Officer; Director | 2023–present | CEO succession from long-tenured predecessor; board member with operational expertise |
External Roles
No other public-company directorships or external board committee roles were disclosed for Collins in SPSC’s proxies; skip if not disclosed .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus Paid ($) |
|---|---|---|---|
| 2024 | 525,000 | 100% of base | 630,000 (120% of target) |
| 2023 | 121,000 (pro-rated post hire) | Participated beginning 2024 | 131,250 sign-on bonus (paid with 2023 MIP timing) |
Performance Compensation
| Component | Metric | Grant Date | Grant Value ($) | Target/Curve | Estimated Earned Level (as of 12/31/2024) | Vesting |
|---|---|---|---|---|---|---|
| RSUs (Annual 2024) | Service-based | 2024 | 4,218,572 | N/A | N/A | Standard annual schedule (company RSUs vest over time; see policy) |
| PSUs (Annual 2024) | Relative TSR vs Index | 2024 | 9,021,254 (target) | 0–200% payout: 40% at -10% vs Index; 100% at +5%; 200% at +30% | Reported at 0% estimated as of 12/31/2024 (performance period ongoing) | Tranche vests based on 3-year TSR; CIC treatment differs by grant year |
| RSUs (One-time supplemental) | Service-based | Nov 2, 2023 | ~6,500,000 | N/A | N/A | Two tranches: ~$4.5M RSUs vest 25% at 1st anniversary then 36 monthly installments; ~$2.0M RSUs vest 50% at 1st anniversary then 12 monthly installments |
| PSUs (One-time supplemental) | Relative TSR vs Index | Jan 2024 | ~4,500,000 (target) | Same curve as annual PSUs | Included in 2024 PSU total; see above | Same terms/treatment as 2024 annual PSUs |
| 2023 PSUs (Company program) | Relative TSR vs Index | 2023 | Company-wide (not specific to Collins) | Same curve as above | Reported at 145% estimated earned as of 12/31/2024 | Based on 3-year TSR cycle |
| PSU Performance Example (Company-wide 2021–2023) | TSR vs Index | 2021–2023 | N/A | Max 200% at +30% vs Index | Company TSR 83% vs Index 1%; earned 200% (max) | Vested in 2024 upon certification |
2024 Stock Awards value and mix:
- RSUs $4,218,572; PSUs $9,021,254; total $13,239,826 .
- 2024 options: none granted to NEOs; policy currently favors RSUs/PSUs over options .
2024 Vesting/Realization:
- Collins vested 13,022 RSUs in 2024, realizing $2,177,278; no option exercises; no PSU vest for Collins in 2024 (company certification covered earlier grant years for other NEOs) .
Equity Ownership & Alignment
| As of Record Date | Direct/Common Shares | Shares Deemed Beneficial via Awards Vesting/Exercisable ≤60 Days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| March 19, 2025 | 10,352 (incl. 63 shares in 401(k)) | 4,596 | 14,948 | <1% of 38,032,125 outstanding |
- Ownership guidelines: CEO must hold ≥3x base salary; executives have 5 years to comply; until compliant, must retain 50% of net shares from equity vestings; options will cease to count toward compliance effective January 1, 2027; all current executives were in compliance as of March 19, 2025 .
- Hedging/pledging: prohibited for directors/officers; company also disallows short sales and derivative hedging; only same-day limit orders and approved 10b5-1 plans permitted .
- Clawback: revised policy effective October 2, 2023 complying with SEC Rule 10D-1 and Nasdaq; supplemental clawback empowers recovery in cases of misconduct causing material harm .
Employment Terms
| Scenario | Salary Multiple | Bonus Multiple | Health Benefits | Equity Acceleration |
|---|---|---|---|---|
| Termination without Cause or Resignation for Good Reason (outside CIC period) | 12 months (paid over 12 months) | 100% of target (lump sum) | 12× monthly premiums (lump sum) | No acceleration disclosed outside CIC |
| Termination without Cause or Good Reason during CIC period (double trigger) | 24 months (lump sum) | 200% of target (lump sum) | 24× monthly premiums (lump sum) | Immediate full vesting of RSUs; PSUs granted in 2025 vest at greater of target or truncated actual performance; PSUs granted prior to 2025 follow “prior grant” CIC rules (truncated actual) |
| Retirement (meeting age/service/notice conditions) | If company accelerates termination before stated retirement date within 6 months: salary to six-month anniversary + health premium equivalents | N/A | See prior cell | Service-based awards fully vest; performance-based awards continue vesting per originally scheduled dates based on earned results |
- Good Reason definitions: tailored for CEO with thresholds on salary/bonus reduction ≥10%, material duty reduction, or relocation >50 miles; cure periods apply. Severance Plan Good Reason differs slightly for other NEOs (e.g., 50-mile relocation, process/timing) .
- Non-compete: company maintains non-compete agreements for NEOs, except Collins; confidentiality and non-solicitation agreements apply to Collins .
- Pension/Deferred Compensation: no pension benefits; no non-qualified deferred compensation for NEOs .
- Perquisites: limited; standard 401(k) match and ESPP participation; no tax gross-ups in severance/CIC .
Insider Selling Activity and Vesting Pressure
| Date | Transaction | Shares | Price (approx.) | Source |
|---|---|---|---|---|
| Nov 5, 2024 | Sale | 6,839 | $166.51 | |
| Feb 19–20, 2025 | Sales (multiple) | 4,512 | $143.92–$150.01 | |
| Feb 19, 2025 | Sale | 1,028 | ~$146.67 | |
| Feb 19, 2025 | Sale | 2,840 | n/a | |
| Feb 19, 2025 | Sale | 4,512; holdings after sale 85,653 | $146.67 |
- 2024 vesting realizations: Collins’ RSUs vested 13,022 shares ($2.18M realized); no option exercises .
- Company policy discourages option grants to NEOs; RSUs and PSUs are primary equity vehicles, implying ongoing settlement-related selling pressure when 50% post-vesting retention requirement is met and liquidity for tax withholding may occur .
Board Governance
- Role: CEO and director (not independent) since Oct 2, 2023; does not serve on board committees .
- Leadership structure: Independent Chair (Philip Soran) since May 16, 2024; independent directors meet in executive sessions; prior Executive Chair role supported CEO transition; Lead Independent Director role active during CEO succession .
- Independence: Board affirms all directors independent except Collins and former Executive Chair Black; committee membership limited to independent directors .
Director Compensation
Not separately disclosed for Collins as CEO; director cash/equity retainers apply to non-employee directors; skip items if not disclosed .
Compensation Structure Analysis
- Equity-heavy pay mix: Over 80% of regular 2024 executive compensation consisted of long-term equity incentives (PSUs/RSUs) .
- Shift away from options: Company did not grant options to NEOs in 2024; RSUs/PSUs dominate .
- No single-trigger vesting; double-trigger required under CIC; no tax gross-ups .
- Say-on-Pay support: 96% approval in 2024, indicating investor alignment with program design .
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Approval |
|---|---|
| 2024 | 96% |
Performance & Track Record
| Metric | Value |
|---|---|
| Consecutive Quarters of Revenue Growth | 96 |
| Revenue CAGR | 19% |
| 2024 SPS Return vs Russell 1000 | 49% vs 28% |
Investment Implications
- Alignment: Collins’ package is heavily performance-linked (large PSUs with relative TSR metrics and stringent payout curves), backed by strong company TSR and revenue growth trends; no hedging/pledging and robust clawbacks mitigate misalignment risk .
- Retention: One-time RSU/PSU grants with multi-year vesting and a 50% post-vesting share retention requirement support retention, though absence of a non-compete for Collins increases theoretical mobility risk; severance economics outside CIC are modest (12 months salary + 100% target bonus), while CIC terms are competitive (24 months salary + 200% bonus, full RSU/PSU vesting under updated 2025 terms) .
- Selling pressure: Regular RSU settlements and multiple Form 4 sales in late 2024 and Feb 2025 suggest periodic liquidity events; however ownership remains <1% and policy constraints limit strategic hedging/pledging, indicating routine administrative sales rather than aggressive de-risking .
- Governance: Independent Chair and independent-only committees temper CEO/director duality concerns; strong say-on-pay and use of independent compensation consultant (Compensia) support investor confidence in compensation governance .