Kimberly Nelson
About Kimberly Nelson
Kimberly Nelson is Executive Vice President & Chief Financial Officer of SPS Commerce, serving as CFO since 2007 with 17 years of service; she is 57 years old as of March 28, 2025 . As CFO, she signs CEO/CFO certifications on SPS’s 10‑K, attesting to the fairness of financial reporting and the effectiveness of controls . Under her tenure, SPS reported 96 consecutive quarters of revenue growth, with 2024 revenue of $637.8M and Adjusted EBITDA of $186.6M; SPS’s recent stock performance highlights show a 49% return vs 28% for the Russell 1000 over the referenced period .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| SPS Commerce | EVP & Chief Financial Officer | 2007–present | Financial leadership across a high-growth, recurring-revenue SaaS model; oversight of reporting, controls, capital allocation |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 385,000 | 400,000 | 435,000 |
| Target Bonus % of Base | — | 80% | 80% |
| Actual Bonus Paid ($) | 245,438 | 448,000 | 417,600 (paid at 120% of target) |
Performance Compensation
Annual Management Incentive Plan (Company-level metrics)
| Metric | Minimum | Target | Maximum | Actual | 2024 Payout vs Target |
|---|---|---|---|---|---|
| Revenue ($) | 626,700,000 | 633,900,000 | 642,900,000 | 637,765,000 | 120% |
| Adjusted EBITDA ($) | 185,700,000 | 185,700,000 | 194,700,000 | 186,631,000 | 120% |
• Plan drivers: Revenue and Adjusted EBITDA (non‑GAAP) with zero payout if either threshold missed; thresholds adjusted for acquisitions (Vision33, Traverse Systems, SupplyPike) .
Equity Awards (mix, metrics, vesting)
| Component | Grant Date | Shares/Units (#) | Grant-date Fair Value ($) | Weighting | Metric/vesting |
|---|---|---|---|---|---|
| RSUs (annual) | 2/15/2024 | 11,481 | 2,257,968 | ~49% of 2024 equity | 25% at 1st anniversary; remaining monthly over 36 months (beginning 2025: 25% per year over 4 years) |
| PSUs (annual target) | 1/2/2024 | 12,251 (target) | 2,336,266 | ~51% of 2024 equity | 3-year TSR vs Russell 2000; 0–200% payout; linear interpolation; cap at 100% if TSR > index but negative |
PSU performance calibration (applies to 2022–2024 cycles): Threshold 40% at −10% relative TSR; 80% at equal TSR; 100% at +5%; max 200% at +30% . For the 2022–2024 performance period, SPS TSR exceeded the index by 31% (36% vs 5%), earning the maximum 200%; awards vested in early 2025 upon certification .
Equity Ownership & Alignment
Beneficial Ownership and Guidelines
| Item | Value |
|---|---|
| Shares beneficially owned | 119,953 (includes 468 shares held in 401(k)) |
| Equity awards vesting/exercisable within 60 days | 2,016 shares |
| Total beneficial ownership | 121,969 shares (<1% of outstanding) |
| Ownership guideline | 1x base salary for NEOs; compliance achieved as of Mar 19, 2025 |
| Hedging/pledging | Prohibited: no margin, pledging, short sales, derivatives, or hedging; trades subject to blackout windows and preclearance, or 10b5‑1 plans |
Outstanding Equity Awards as of 12/31/2024 (unvested/unearthed)
| Award | Grant Date | Units (#) | Status |
|---|---|---|---|
| RSU | 2/19/2021 | 486 | Unvested shares (market value $89,419) |
| RSU | 2/16/2022 | 2,882 | Unvested shares (market value $530,259) |
| RSU | 2/16/2023 | 5,911 | Unvested shares (market value $1,087,565) |
| RSU | 2/15/2024 | 11,481 | Unvested shares (market value $2,112,389) |
| PSU (2022 grant) | 1/3/2022 | 18,580 | Earned at max; vested in 2025 |
| PSU (2023 grant) | 1/3/2023 | 12,850 | Estimated earned 145% as of 12/31/2024; vest post‑performance period |
| PSU (2024 grant) | 1/2/2024 | 12,251 | Estimated earned 0% as of 12/31/2024 (in‑cycle) |
Insider liquidity events in 2024:
- Options exercised: 3,000 shares; value realized $506,354 .
- RSUs vested: 11,713 shares; PSU shares vested: 22,924; total value realized on vesting $6,416,601 across RSUs/PSUs; RSUs settle at a future date under company policy .
Employment Terms
| Provision | CFO (Nelson) |
|---|---|
| Agreement | Prior employment agreement terminated May 2024; participates in Executive Severance Plan |
| Non‑compete / Non‑solicit / Confidentiality | Required agreements in place; continued compliance required for retirement/vesting benefits |
| Severance (no CIC) | If terminated without cause or resign for good reason before CIC: 1x base salary payable over 12 months, pro‑rated target bonus lump sum, 12 months of health benefit premium costs |
| CIC—Double trigger | If terminated without cause or resign for good reason on/within 12 months post‑CIC: 1.5x base salary, 1.5x target bonus (pro‑rated), 18 months health premium costs; immediate full vesting of unvested RSUs; PSUs granted in 2025 vest at greater of target or truncated actual; PSUs granted prior to 2025 vest based on truncated actual performance at CIC |
| Potential payouts (illustrative at 12/31/2024) | Total in CIC termination scenario: $14,125,370 (salary/bonus $1,174,500; benefits $21,937; accelerated RSUs $3,819,632; accelerated PSUs $9,109,301) |
| Retirement eligibility framework | Retirement eligible at age ≥58 with ≥10 years service or age ≥65; Nelson age 57, 17 years service at 12/31/2024 (not yet eligible) |
| Clawback | Required Dodd‑Frank clawback policy plus supplemental misconduct recoupment (covers incentive comp, including equity) |
Compensation Structure Analysis
- Year-over-year changes: Base salary increased 9% in 2024; equity grant value increased ~33% vs 2023 to maintain competitiveness with peer data and reflect performance .
- Mix and risk: 2024 equity split ~50/50 RSUs/PSUs for CFO; PSUs linked to 3‑year relative TSR (0–200%) align pay with shareholder outcomes; RSUs provide retention through multi‑year vesting .
- Peer benchmarking: Committee uses a ~20‑company SaaS peer group (e.g., AppFolio, Paylocity, Qualys, Workiva, Manhattan Associates, HashiCorp, GitLab, Smartsheet, etc.) reviewed with Compensia; director pay reviewed vs peer midpoint; say‑on‑pay support was 96% in 2024 .
- Policies: No hedging or pledging; stock ownership guidelines (1x base for NEOs) met; double‑trigger CIC vesting and robust clawbacks reduce windfalls and protect alignment .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: 96%, indicating strong shareholder support for the pay program’s design and outcomes .
Investment Implications
- Alignment: Heavy PSU weighting tied to multi‑year relative TSR and rigorous MIP revenue/EBITDA targets align Nelson’s incentives with value creation; maximum PSU results for 2022–2024 (200%) reflect outperformance vs Russell 2000 .
- Retention/pressure: RSU monthly vesting and regular blackout windows/preclearance can create periodic selling needs (tax withholding/settlement), but hedging/pledging prohibitions and ownership guidelines support long‑term alignment .
- Change‑in‑control economics: Double‑trigger and truncated performance rules for PSUs mitigate single‑trigger windfalls; illustrative CIC payout of ~$14.1M frames potential transaction costs and management security .
- Execution track record: Sustained growth (96 consecutive quarters), 2024 revenue $637.8M, Adjusted EBITDA $186.6M, and strong pay‑versus‑performance link suggest disciplined financial stewardship under Nelson’s tenure .