Dan Juckniess
About Dan Juckniess
Executive Vice President & Chief Revenue Officer at SPS Commerce (SPSC). Age 57 as of March 28, 2025, promoted to EVP & CRO on June 1, 2024 after serving as SVP & Chief Sales Officer since joining in 2016; 8 years of service as of December 31, 2024 . SPS Commerce delivered 2024 revenue of $637.8M, Adjusted EBITDA of $186.6M, and net income of $77.1M; the company’s TSR was 49% in 2024 vs 28% for the Russell 1000, and has achieved 96 consecutive quarters of revenue growth and a 19% revenue CAGR (company-level performance) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SPS Commerce | SVP & Chief Sales Officer | 2016–2024 | Role and experience cited by Committee; promotion to CRO effective June 1, 2024 |
| SPS Commerce | EVP & Chief Revenue Officer | 2024–present | Elevated responsibilities aligned with peer benchmarks and internal pay equity |
External Roles
- Not disclosed in the latest proxy for Dan Juckniess; current executive officers listed without external directorships .
Fixed Compensation
| Component | 2024 Terms | Notes |
|---|---|---|
| Base Salary | $425,000 | Increased ~6% on promotion (effective June 1, 2024) |
| Target Bonus % | 100% of base (raised from 80% at promotion) | Aligns with market data; matrix-based on Revenue and Adjusted EBITDA |
| Actual Bonus Paid | $457,500 (120% of pro‑rated target) | Company achieved 2024 targets; payout at 120% of target |
2024 Management Incentive Plan Matrix
| Metric | Minimum Threshold | Target Threshold | Maximum Threshold | Actual 2024 Result |
|---|---|---|---|---|
| Revenue ($) | 626,700,000 | 633,900,000 | 642,900,000 | 637,765,000 |
| Adjusted EBITDA ($) | 185,700,000 | 185,700,000 | 194,700,000 | 186,631,000 |
Performance Compensation
Annual Cash Incentive (2024)
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Revenue | Matrix‑based (no fixed weight) | $633.9M | $637.8M | Contributes to 120% of target bonus |
| Adjusted EBITDA | Matrix‑based (no fixed weight) | $185.7M | $186.6M | Contributes to 120% of target bonus |
| Individual Bonus Outcome | — | 100% of base salary target (pro‑rated at 80% pre‑promotion; 100% post‑promotion) | — | $457,500 |
Equity Awards Granted in 2024 (Dan Juckniess)
| Award Type | Grant Date | Shares/Units | Grant Date Fair Value ($) | Performance Metric | Vesting |
|---|---|---|---|---|---|
| PSUs (2024–2026) | 1/2/2024 | 6,185 target | 1,179,480 | Relative TSR; current estimated earned level 0% as of 12/31/2024 | Vests based on TSR at end of performance period; CIC treatment per award agreements |
| RSUs (Annual) | 2/15/2024 | 5,796 | 1,139,899 | Time‑based | 25% at first anniversary (2/15/2025) then 36 monthly installments |
| RSUs (Promotion) | 8/1/2024 | 4,402 | 919,842 | Time‑based | 25% vested on 2/15/2025; remaining monthly over 36 months |
2022 PSU outcome: Company attained maximum TSR target for 2022–2024 performance period; earned PSUs reported at maximum and vested in 2025 (shows strong long‑term equity realization) .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Directly Owned Shares | 4,896 |
| Shares Deemed Beneficial (awards vesting/exercisable within 60 days) | 5,629 |
| Total Beneficial Ownership | 10,525; <1% of shares outstanding |
| Shares Outstanding | 38,032,125 |
| Stock Ownership Guidelines | 1x base salary for NEOs; 5 years to comply; all current executive officers in compliance as of 3/19/2025 |
| Hedging/Pledging | Prohibited: margin accounts, pledging, derivatives, hedging instruments, short sales; restricted pre‑arranged transactions except approved 10b5‑1 |
Options and Outstanding Awards (as of 12/31/2024)
| Instrument | Grant Date | Exercisable | Unexercisable | Strike | Expiration |
|---|---|---|---|---|---|
| Non‑qualified Stock Options | 2/21/2020 | 4,204 | — | $56.25 | 2/21/2027 |
| RSUs (unvested) | 2/15/2024 | — | 5,796 | — | Time‑based; 25% on first anniversary then monthly |
| RSUs (unvested) | 8/1/2024 | — | 4,402 | — | 25% vested 2/15/2025; remaining monthly |
| PSUs (unearned) | 1/2/2024 | — | 6,185 (target) | — | 2024–2026 TSR performance; current est. 0% earned |
Employment Terms
- Plan Participation: Executive Management Team Severance Plan (other NEOs); CEO has a separate employment agreement .
- Definitions: Change in Control, Change in Control Period (3 months before to 12 months after), Cause, Good Reason detailed in proxy .
Potential Payments (Assuming events on 12/31/2024)
| Scenario | Salary + Bonus ($) | Health Benefits ($) | Accelerated RSUs ($) | Accelerated PSUs ($) | Total ($) |
|---|---|---|---|---|---|
| Involuntary Termination Without Cause or Resignation for Good Reason (Outside CIC period) | 850,000 | 14,624 | — | — | 864,624 |
| Involuntary Termination Without Cause or Resignation for Good Reason (During CIC period) | 1,275,000 | 21,937 | 2,885,331 | 5,312,996 | 9,495,264 |
| Change in Control (No termination; awards not continued/assumed/replaced) | — | — | 2,885,331 | 5,312,996 | 8,198,327 |
PSU treatment: Grants prior to 2025 vest based on actual performance over a truncated period at CIC; grants beginning in 2025 vest at greater of target or truncated actual, with continued vesting unless terminated within 1 year post‑CIC (double trigger) .
Clawbacks & Policies
- Rule 10D‑1 compliant clawback covering incentive‑based comp for restatements; supplemental clawback permits recovery for misconduct causing significant financial or reputational harm .
- Insider Trading Policy enforces prohibitions on hedging, pledging, margin accounts, derivatives, and certain automatic transactions; options currently not granted to NEOs in 2024, though legacy options remain outstanding .
Performance & Track Record
| Measure (Company-level) | 2024 | Context |
|---|---|---|
| Revenue ($) | 637,765,000 | Achieved above target matrix threshold |
| Adjusted EBITDA ($) | 186,631,000 | In line with target; underpinning formula bonus |
| Net Income ($) | 77,054,000 | Reported in Pay vs Performance |
| TSR | 49% (Company) vs 28% (Russell 1000) | Outperformance in 2024 |
| Growth Consistency | 96 consecutive quarters of revenue growth; 19% revenue CAGR | Long‑term structural growth |
Risk Indicators & Red Flags
- Two late Section 16 filings in 2024 reported (including one RSU award to Dan); administrative timing issue noted by company .
- Hedging/pledging prohibited by policy; reduces alignment risk from collateral pledging .
- PSU earned level for 2024 grants currently estimated at 0% through year‑end (relative TSR), indicating potential downside risk for equity realization if TSR underperforms peers over 2024–2026 .
Compensation Structure Analysis
- Shift to RSUs for mid‑year promotions increased RSU proportion for 2024 (no PSUs tied to promotions), boosting retention focus but lowering near‑term performance leverage on those incremental grants .
- Target bonus increased from 80% to 100% at promotion; payout at 120% tied to formula outcomes (Revenue and Adjusted EBITDA), evidencing pay‑for‑performance alignment .
- Equity balances include significant unvested RSUs and PSUs, supporting retention with clear vesting timelines; legacy options remain modest and out to 2027 .
Equity Ownership & Alignment Details
| Ownership Element | Data |
|---|---|
| Beneficial Ownership | 10,525 shares; <1% |
| Breakdown | 4,896 directly owned; 5,629 from awards vesting/exercisable within 60 days |
| Ownership Guidelines | 1x salary; compliant as of 3/19/2025 |
| Pledging/Hedging | Prohibited |
Employment Terms Summary (Levers)
- Outside CIC: one times base salary and pro‑rated target bonus, plus 12 months benefits (see quantified amounts above ).
- During CIC (double trigger): salary/bonus multiples plus accelerated vesting of RSUs and PSUs per plan; single‑trigger acceleration if awards not continued/assumed/replaced at CIC .
Investment Implications
- Alignment: Cash incentives tied to Revenue and Adjusted EBITDA and 3‑year PSUs tied to relative TSR create balance between growth, profitability, and shareholder returns; 2024 payout at 120% confirms linkage to operating outcomes .
- Retention and selling pressure: RSU tranches vesting monthly post‑2/15/2025 (for 2024 annual and promotion grants) suggest steady, predictable vesting cadence rather than large lump‑sum cliffs, potentially moderating insider selling pressure; PSUs provide upside only with TSR outperformance, currently tracking at 0% earned for 2024 grants through year‑end .
- Change‑in‑control economics: Double‑trigger protections plus significant equity acceleration in CIC scenarios (total potential ~$9.5M) could incentivize continuity through a transaction but also represent dilution/expense considerations; single‑trigger acceleration applies if awards are not continued/assumed/replaced .
- Governance and risk: Robust clawback and prohibition on hedging/pledging reduce governance risk; minor late Section 16 filings noted without substantive issues .