Razat Gaurav
About Razat Gaurav
Razat Gaurav (age 51) was appointed as an independent director of SPS Commerce effective March 6, 2025; he is slated to join the Finance & Strategy Committee effective May 13, 2025. He is a seasoned enterprise software executive and currently serves as CEO and Director of Planview, Inc. (2021–present), with prior leadership roles across supply chain technology companies (LLamasoft, Blue Yonder, i2) and consulting at Ernst & Young.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LLamasoft, Inc. (acquired by Coupa in 2020) | CEO and Director | 2018–2021 | Led AI-based supply chain design and planning solutions; strategic leadership through sale to Coupa. |
| Blue Yonder | EVP & GM; Chief Revenue Officer; SVP International & Strategic Initiatives | 2010–2017 | Scaled global go-to-market in supply chain software; revenue leadership. |
| i2 Technologies (acquired by Blue Yonder in 2010) | Senior Vice President, Head of Sales; SVP, Global Logistics BU | 1999–2010 | Led sales and logistics software business; pre-acquisition integration readiness. |
| Ernst & Young | Management Consultant | 1997–1999 | Advised on operations/supply chain; foundational consulting experience. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Planview, Inc. | CEO and Director | 2021–present | Enterprise portfolio management/digital product development; P&L leadership. |
| Sparta Systems (acquired by Honeywell in 2021) | Director | 2017–2018 | Governance oversight in life sciences quality software. |
No other current public company directorships are disclosed for Gaurav in the proxy.
Board Governance
- Independence status: Independent director (affirmatively determined under Nasdaq rules).
- Committee assignment: Appointed to Finance & Strategy Committee effective May 13, 2025 (Chair: Sven Wehrwein).
- Board leadership: Independent Chair (Philip Soran); Lead Independent Director duties embedded in Chair role when Chair is independent.
- Attendance: Board held six meetings in 2024; each director then serving attended at least 75% of Board/committee meetings (Gaurav joined in 2025, so 2024 attendance not applicable).
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board annual cash retainer (non-chair) | $35,000 | Pro-rated for partial year; reimbursed expenses also provided. |
| Finance & Strategy Committee (member) | $5,000 | Annual retainer for non-chair members. |
| Audit Committee (member) | $10,000 | If appointed. |
| Compensation & Talent Committee (member) | $7,000 | 2024 level; increased to $7,500 effective May 13, 2025. |
| Governance & Nominating Committee (member) | $4,000 | Chair retainer increased to $8,500 effective May 13, 2025 (member unchanged). |
| Chair of Board retainer | $85,000 | Effective May 13, 2025 (context; not applicable to Gaurav). |
Performance Compensation
| Equity Component | Value | Structure | Vesting |
|---|---|---|---|
| Annual director equity grant (2024 program) | $182,500 | Split equally: $91,250 stock options + $91,250 RSUs/DSUs (director election). | |
| Annual director equity grant (effective May 13, 2025) | $200,000 | Options eliminated; RSUs/DSUs (director election). | |
| Initial director equity grant (pre‑2025 program) | $182,500 (stock options) | Granted following earnings release for appointment quarter. | |
| Initial director equity grant (effective May 13, 2025) | $200,000 (RSUs) | RSUs replace options for new directors. | |
| Annual grant vesting cadence | N/A | RSUs/DSUs; options strike at FMV | Annual grants vest in four equal quarterly installments. |
| Initial option grant vesting cadence (pre‑2025) | N/A | Stock options | Vest in equal monthly installments over three years. |
Performance-conditioned metrics do not apply to director compensation (no director PSUs); equity is time-based RSUs/DSUs and, prior to May 2025, options.
Other Directorships & Interlocks
| Company/Entity | Relationship to SPSC | Potential Conflict/Interlock |
|---|---|---|
| Planview, Inc. (CEO/Director) | Enterprise software portfolio/product development; no SPSC related-party transactions disclosed. | |
| LLamasoft; Sparta Systems | Prior roles; no current related-party transactions disclosed. |
Related party transactions: None in 2024; Audit Committee oversees policy, requires pre-approval, and recusals for interested directors.
Expertise & Qualifications
- SaaS, technology, retail market, senior leadership/corporate governance, sales/customer engagement, M&A, international operations.
- Primary qualifications cited: CEO/sales leader experience across enterprise and supply chain management software.
Equity Ownership
| Holder | Shares Direct/Indirect | Equity Awards Exercisable or Vesting ≤60 Days | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Razat Gaurav | — | — | — | Less than 1% (*) |
- Director stock ownership guidelines: Must beneficially own ≥5× annual non-chair cash retainer ($175,000 for 2024 program); compliance within five years of appointment; must retain 50% of shares acquired from equity until compliant. Unvested awards and certain options excluded; beginning Jan 1, 2027 unexercised options won’t count.
- Insider trading policy: Prohibits pledging, short sales, options/derivatives, and hedging; permits only approved 10b5‑1 or same-day limit orders.
Governance Assessment
- Strengths: Independent status; deep SaaS/supply chain domain expertise; assignment to Finance & Strategy Committee aligns with capital structure, buybacks, and M&A oversight; robust related‑party policy and no related‑party transactions in 2024; prohibition on hedging/pledging; structured director ownership guidelines.
- Alignment signals: Director equity grants move from options to RSUs/DSUs and increase to $200,000, consistent with market practices and long-term alignment; cash retainer structure transparent.
- Watch items: As a new appointee, beneficial ownership was not yet established as of March 19, 2025—monitor progress toward ownership guideline compliance; evaluate any future overlaps between Planview commercial activities and SPSC ecosystem (none disclosed to date).
- Broader governance context: 2024 say‑on‑pay support at 96% underscores investor confidence in compensation governance; independent Chair enhances oversight.