Philip Soran
About Philip Soran
Philip Soran (age 68) is an independent director of SPS Commerce and currently serves as Chair of the Board; he has been a director since 2010 and previously served as Lead Independent Director from October 2, 2023 to May 16, 2024 . He is a former public-company CEO (Compellent Technologies) and serial technology founder/executive with extensive SaaS, technology, M&A, and governance experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Compellent Technologies, Inc. | President, CEO, Director | 2002–2012 | Co-founded and led a publicly traded software company |
| Xiotech | President, CEO, Director | 1995–2001 | Co-founded network storage business |
| Flipgrid, Inc. | Executive Chairman | 2015–2018 | Executive leadership for edtech platform |
| Foodsby | Director | 2017–2024 | Board service at food delivery company |
| Spineology Inc. | Director | 2018–2024 | Board service at medical technology company |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Piper Sandler Companies (public) | Director; Lead Director | 2018–present; Lead Director 2018–2024 | Lead director responsibilities; ongoing public company board service |
| Origina | Director | 2022–present | Technology services governance |
Board Governance
- Independence: Soran is an independent director under Nasdaq rules .
- Board leadership: Chair of the Board (2014–2017; 2022–2023; 2024–present); previously Lead Independent Director (Oct 2, 2023–May 16, 2024) .
- Committee assignments: Member, Compensation & Talent Committee; Member, Finance & Strategy Committee (not chair) .
- Attendance: The Board met 6 times in 2024; each director attended at least 75% of Board and committee meetings, and all directors attended the 2024 annual meeting .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation & Talent | Member | 5 |
| Finance & Strategy | Member | 6 |
| Audit | Not a member | 7 |
| Governance & Nominating | Not a member | 5 |
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 73,000 | 91,163 | 91,237 | 255,400 |
- Program design (2024): Non-employee directors receive annual equity grants totaling $182,500, split equally between stock options and an elected mix of restricted stock or DSUs; quarterly vesting; options strike at FMV; DSUs held until end of service, with deferral up to 10 years . Cash retainers include Board Chair $61,000 and committee membership retainers (Comp & Talent $7,000; Finance & Strategy $5,000) .
- Changes effective May 13, 2025: Elimination of stock options; annual/initial equity increased to $200,000 (RSUs/DSUs); Board Chair cash retainer increased to $85,000; other cash retainer adjustments (Governance Chair to $8,500; Comp & Talent non-chair to $7,500) .
Performance Compensation
- No performance-linked components for director pay disclosed; annual director equity is time-based (RSUs/DSUs) and 2024 included options; no PSUs or performance metrics tied to director compensation .
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Piper Sandler Companies | Public | Director; Lead Director (2018–2024) | No related-party transactions disclosed for 2024 at SPS; no interlock concerns flagged |
- Related-party transactions: None in 2024 (covers directors and immediate families for transactions >$120,000) .
- Policy oversight: Audit Committee approves related-person transactions; directors recuse if interested .
Expertise & Qualifications
- Skills: Financial literacy; SaaS; technology; senior leadership/corporate governance; talent/HR; sales/customer engagement; M&A; international operations .
- Board skills matrix shows broad financial literacy and technology exposure across nominees (including Soran), with average director age 59 and tenure 7.9 years .
Equity Ownership
| Holder | Common Shares Owned | Options/awards exercisable or vesting ≤60 days | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Philip Soran | 18,852 | 17,982 | 36,834 | <1% |
| Unvested Restricted Stock | Options Outstanding | Options Exercisable |
|---|---|---|
| 117 | 17,982 | 17,698 |
- Ownership guidelines: Non-employee directors must own ≥5× the annual non-chair cash retainer ($175,000 for 2024); compliance required within 5 years; as of March 19, 2025, each non-employee director had met the requirement or was within the 5-year window .
- Hedging/pledging: Prohibited for directors; no short sales, derivatives, hedging, or pledging allowed under Insider Trading Policy .
Governance Assessment
- Positive signals:
- Independent Chair with deep operating and governance experience; prior Lead Independent Director tenure enhances independent oversight .
- No related-party transactions in 2024; robust related-person review policy .
- Strong director ownership guidelines and anti-hedging/pledging policies support alignment .
- Board and committee attendance above minimum expectations; all directors attended the annual meeting .
- Director compensation modernization in 2025 (eliminating options; increasing RSU/DSU grants) aligns with prevailing governance practices .
- Watch items:
- Dual influence as Board Chair and member of the Compensation & Talent Committee warrants continued monitoring for balanced oversight, though independence is affirmed and committee is fully independent .
- Option holdings persist from prior grants; transition to RSUs/DSUs in 2025 mitigates potential option-related incentives .
- Broader governance context: SPS received 96% say-on-pay approval in 2024, indicating investor support for compensation practices and governance oversight .
Insider Trading and Filings
| Item | Status |
|---|---|
| Section 16(a) compliance (2024) | All directors/officers compliant; two late filings related to RSUs were for executives (Juckniess, Thingelstad), none indicated for Soran |