Jamie Thingelstad
About Jamie Thingelstad
Executive Vice President & Chief Technology Officer at SPS Commerce since June 1, 2024; previously Senior Vice President & CTO since 2013, leading global product development and data center operations . Age 53 as of March 28, 2025 and 11 years of service as of December 31, 2024, with University of Minnesota Institute of Technology education and a background as CTO/COO at 8thBridge and CTO roles at WSJ Digital Network and Dow Jones . Company performance context: 96 consecutive quarters of revenue growth, a 19% revenue CAGR, and 2024 TSR of 49% versus 28% for the Russell 1000, with executive bonuses tied to revenues and Adjusted EBITDA and equity PSUs tied to relative TSR .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| 8thBridge | Chief Technology Officer & Chief Operating Officer | — | Led development of social commerce solutions, including innovative e-commerce capabilities; operational leadership in scaling platforms . |
| Wall Street Journal Digital Network / Dow Jones | Chief Technology Officer (Digital Network and Enterprise Division) | 2008 (Dow Jones start year cited) | Managed platforms serving millions with 24/7 availability; technology leadership across media properties . |
| MarketWatch | Chief Technology Officer | — | Led technology operations for financial media and data platforms . |
| BigCharts | Founding Chief Technology Officer | — | Built pioneering online stock charting application; ultimately sold to MarketWatch . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Minnesota Technology Association | Board member | — | Supports Twin Cities tech ecosystem and industry advocacy . |
| Minnestar | Board member | — | Community-building for local technology; frequent presenter . |
| CaringBridge | Board member (prior) | — | Governance for non-profit digital health platform . |
| Awards | CIO of the Year ORBIE (2021); Titans of Technology | 2021 (ORBIE) | Recognized for leadership in technology operations and innovation . |
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Base Salary ($) | 400,000 |
| Target Bonus (%) | 60% of base salary |
| Actual Bonus Paid ($) | 285,000 (paid at 120% of target based on revenues and Adjusted EBITDA) |
| All Other Compensation ($) | 10,350 (includes 401(k) matching) |
Performance Compensation
| Incentive Type | Metric | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Cash Bonus (MIP) | Revenues and Adjusted EBITDA (matrix; zero payout if either threshold missed) | 60% of base salary | Paid at 120% of target for FY 2024 | Paid in 2025 per plan |
| PSU Award (2024 grant) | Relative TSR (2024–2026 performance period) | 5,632 target PSUs; grant date FV $1,074,022 | Current estimated earned level: 0% as of Dec 31, 2024 | Payout in shares at end of performance period; truncated performance in CoC |
| RSU Award (Annual, 2/15/2024) | Time-based | 5,277 RSUs; grant date FV $1,037,828 | N/A | 25% on first anniversary, remainder monthly over 36 months |
| RSU Award (Promotion, 8/1/2024) | Time-based | 2,029 RSUs; grant date FV $423,980 | N/A | 25% vested on Feb 15, 2025; remainder monthly over 36 months |
Equity Ownership & Alignment
| Item | As of Date | Amount/Detail |
|---|---|---|
| Common Shares Directly Owned | March 19, 2025 | 15,118 (includes 438 shares in 401(k)) |
| Awards Deemed Beneficial (vesting/exercisable within 60 days) | March 19, 2025 | 20,542 |
| Total Beneficial Ownership | March 19, 2025 | 35,660; less than 1% of 38,032,125 shares outstanding |
| Stock Options (Exercisable) | Dec 31, 2024 | 8,118 @ $54.54 expiring 2/19/2026; 11,196 @ $56.25 expiring 2/21/2027 |
| Year-end Share Price (for award values) | Dec 31, 2024 | $183.99 (used for market value in awards table) |
| Unvested RSUs (select 2024 grants) | Dec 31, 2024 | 5,277 (FV $970,915); 2,029 (FV $373,316) |
| Unvested PSUs (select grants) | Dec 31, 2024 | 5,632 (FV $1,036,232; 2024 grant); 7,030 (FV $1,293,450; 2023 grant earned level reflected) |
| Stock Ownership Guidelines | Policy | Other NEOs: 1x base salary; 5-year compliance window; retain 50% of shares until compliant |
| Compliance Status | March 19, 2025 | All current executive officers were in compliance |
| Hedging/Pledging | Policy | Prohibited from hedging, pledging, short sales, and most derivatives; no margin accounts |
Employment Terms
| Scenario | Cash Severance | Health Benefits | Equity Treatment | Total (Illustrative) |
|---|---|---|---|---|
| Termination Without Cause or Resignation for Good Reason (pre-CoC) | 1x annualized base salary; 1x target annual cash bonus on a pro-rata basis | 12 months premiums | Standard vesting per agreements (no acceleration absent CoC) | Illustrative for Jamie: Salary/Bonus $640,000; Health $14,624; Total $654,624 |
| Termination Without Cause or Resignation for Good Reason (within 12 months of CoC) | 1.5x annualized base salary; 1.5x target annual cash bonus on a pro-rata basis | 18 months premiums | RSUs: accelerate; PSUs: vest based on truncated performance period for pre-2025 grants | Illustrative for Jamie: Salary/Bonus $960,000; Health $21,937; Accelerated RSUs $2,331,889; PSUs $5,118,750; Total $8,432,576 |
| Change in Control (no termination; awards not continued/assumed/replaced) | N/A | N/A | RSUs immediately vest in full; PSUs vest based on truncated performance period | Jamie: Accelerated RSUs $2,331,889; PSUs $5,118,750; Total $7,450,639 |
- RSU double-trigger policy: if awards are continued/assumed/replaced, unvested RSUs accelerate only upon involuntary termination (other than for Cause) or resignation for Good Reason within one year post-CoC .
- Clawbacks: Required SEC 10D-1 clawback for restatements plus supplemental policy allowing recovery of incentive compensation for misconduct causing significant financial or reputational harm .
- No tax gross-ups: The company does not pay tax gross-ups on severance or change-in-control payments .
Additional Observations on Incentive Structure and Vesting
- Equity mix and promotion grants: Total 2024 equity value for Jamie included RSUs $1,461,807 (7,306 units; 58% of package) and PSUs $1,074,022 (5,632 target units; 42% of package); mid-year promotion awards were RSUs only, raising RSU proportion for 2024 .
- Vesting cadence: RSUs generally vest 25% at first anniversary and then monthly over 36 months; promotion RSUs vested 25% on Feb 15, 2025, then monthly thereafter .
- PSU trajectory: 2021–2023 PSUs achieved maximum threshold and fully vested in 2024; by contrast, 2024 PSU estimated earned level was 0% through Dec 31, 2024, reflecting relative TSR underperformance early in the 2024–2026 cycle .
Performance & Track Record
- Company performance during Jamie’s tenure at SPS: 96 consecutive quarters of revenue growth and 19% revenue CAGR, with 2024 stockholder return of 49% versus 28% Russell 1000, demonstrating sustained value creation and market outperformance in 2024 .
- 2023 proxy context: Prior year highlights showed SPS return of 83% versus 23% Russell 1000 in 2023, indicating strong multiyear TSR momentum preceding the 2024 cycle .
Risk Indicators & Red Flags (Observed Policies)
- Hedging/pledging prohibited and robust ownership guidelines limit misalignment, reducing risk of collateral pledging or hedging (a common governance red flag) .
- No single-trigger equity vesting under general policy; RSUs vest on single trigger only if awards are not continued/assumed/replaced in a CoC, otherwise double-trigger applies .
- Strong say-on-pay support (96% approval in 2024), indicating shareholder endorsement of pay practices .
- Perquisites not material; standard benefits include 401(k) match and ESPP .
Equity Transactions and Potential Selling Pressure
| 2024 Equity Activity | Shares | Value ($) |
|---|---|---|
| Options exercised | 7,410 | 1,175,558 (value realized on exercise) |
| RSUs vested | 6,907 | 1,299,114 (value upon vesting) |
| PSUs vested | 13,258 | 2,436,820 (value upon vesting & settlement) |
- SPS policy allows approved 10b5-1 plans and prohibits pre-arranged limit orders beyond same-day, helping mitigate timing concerns; any actual selling would be visible via Form 4 disclosures (not detailed in proxy) .
- Outstanding fully exercisable options at strikes well below year-end $183.99 indicate significant in-the-money optionality that could translate to periodic exercises and potential supply, though exercises do not necessarily imply open market sales .
Compensation Committee & Peer Practices
- Independent consultant Compensia used for market data; program emphasizes pay-for-performance with long-term equity weighted >80% of regular executive compensation in 2024 .
- Governance practices include annual risk assessment, clawbacks, ownership guidelines, anti-hedging/pledging, and double-trigger vesting in CoC events .
Investment Implications
- Alignment: Ownership guidelines compliance, anti-hedging/pledging, and PSU metrics tied to relative TSR support investor alignment; RSU-heavy promotion grants indicate retention emphasis during role elevation .
- Retention risk: RSU vesting across multi-year schedules and severance protections (including CoC treatment with equity acceleration) reduce near-term attrition risk; promotion-linked RSUs add retention hooks .
- Trading signals: 2024 options exercises and sizeable vesting events can contribute to periodic insider-related supply; PSU estimated 0% earn level for 2024 grants suggests TSR improvement is needed for payout, potentially incentivizing focus on shareholder returns .
- Change-of-control economics: Double-trigger design with meaningful cash and equity acceleration provides standard market protection without tax gross-ups, balancing retention and shareholder-friendly terms .
Sources: SPS Commerce 2025 Proxy Statement (DEF 14A) and 2024 Proxy Statement (DEF 14A) ; 8-K (May 16, 2024) ; Leadership bio and external sources .