Sven Wehrwein
About Sven Wehrwein
Independent director of SPS Commerce since 2008, age 74, with over 40 years in accounting and finance as a certified public accountant (inactive), investment banker, CFO, and audit committee chair. He is designated the Board’s Audit Committee financial expert and currently chairs both the Audit Committee and the Finance & Strategy Committee, reflecting deep financial oversight and capital allocation experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cogentix Medical, Inc. | Director | 2006–2016 | Not specified in proxy |
| Compellent Technologies, Inc. | Director | 2007–2011 | Not specified in proxy |
| Image Sensing Systems, Inc. | Director | 2006–2012 | Not specified in proxy |
| Synovis Life Technologies, Inc. | Director | 2004–2012 | Not specified in proxy |
| Vital Images, Inc. | Director | 1997–2011 | Not specified in proxy |
| Various companies | CFO, Audit Chair, Investment Banker | Over 40 years | Financial leadership, audit oversight |
External Roles
| Organization | Role | Sector |
|---|---|---|
| AtriCure, Inc. | Director | Medical devices |
| Proto Labs, Inc. | Director | Manufacturing/industrial tech |
Board Governance
- Independence: Affirmed as independent under Nasdaq rules; all standing committees (Audit, Compensation & Talent, Governance & Nominating) comprised of independent directors .
- Committee assignments (as of Mar 28, 2025): Audit (Chair), Finance & Strategy (Chair); not on Compensation & Talent or Governance & Nominating .
- Committee responsibilities and cadence:
- Audit Committee: Financial reporting, auditor oversight, internal controls, legal/regulatory and cybersecurity risk; Wehrwein designated Audit Committee financial expert; 7 meetings in 2024 .
- Finance & Strategy Committee: Capital structure/leverage, dividends/buybacks, M&A/financing reviews; 6 meetings in 2024 .
- Attendance: Board held 6 meetings in 2024; each director attended at least 75% of Board and committee meetings; directors attended the 2024 annual meeting .
Fixed Compensation
| Component | 2024 Policy | Sven Wehrwein 2024 ($) |
|---|---|---|
| Board retainer (non-chair) | $35,000 cash | $35,000 |
| Audit Committee Chair | $20,000 cash | $20,000 |
| Finance & Strategy Chair | $10,000 cash | $10,000 |
| Total cash | — | $65,000 |
| Annual equity grant | $182,500 total; split $91,250 options + $91,250 RSUs/DSUs; quarterly vesting | Stock awards $91,163; Option awards $91,237; Total $247,400 including cash |
- Vesting and instruments: Annual awards vest in four equal quarterly installments; options struck at FMV on grant date; DSUs retained until Board service ends and convert to common shares; initial director appointment option grant equal to $182,500, vesting monthly over 3 years .
- 2025 changes (effective at 2025 annual meeting): Elimination of stock option component; annual and initial equity grants increased to $200,000; annual equity can be RSUs or DSUs per director election; Chair and certain committee retainers increased (Board Chair to $85,000; Governance Chair to $8,500; Comp & Talent non-chair to $7,500) .
Performance Compensation
- Directors do not have performance-based cash or equity; equity awards are time-based (quarterly vesting for annual grants), with DSUs deferred until service completion .
- No director-specific performance metrics (TSR/EBITDA) are applied to director compensation at SPSC .
Other Directorships & Interlocks
| Company | Relationship to SPSC | Related-party status |
|---|---|---|
| AtriCure, Proto Labs | External public directorships | No related party transactions disclosed for 2024 |
- Related-party policy: Audit Committee pre-approval required; directors recuse from votes where interested; transactions under $120,000/year exempt; none reported in 2024 .
Expertise & Qualifications
- CPA (inactive); extensive CFO, investment banking, and audit committee leadership experience; skills cited include Financial Literacy, SaaS, Technology, Senior Leadership/Corporate Governance, and M&A .
- Designated Audit Committee financial expert under SEC rules .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Common shares owned | 11,947 | Direct ownership |
| Deemed beneficial via awards (60-day window) | 5,714 | Options/units exercisable/vesting within 60 days |
| Total beneficial ownership | 17,661 | <1% of outstanding shares |
| Unvested restricted stock | 117 | As of Dec 31, 2024 |
| Options outstanding | 5,714 | As of Dec 31, 2024 |
| Options exercisable | 5,430 | As of Dec 31, 2024 |
- Director stock ownership guideline: 5x annual non-chair cash retainer ($175,000 for 2024); compliance required within 5 years; as of Mar 19, 2025, all non-employee directors had met the requirement or were within 5-year window .
- Hedging/pledging: Prohibited for directors under Insider Trading Policy (ban on margin accounts/pledging, short sales, derivatives, hedging, and certain pre-arranged transactions except approved 10b5-1 plans) .
Governance Assessment
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Strengths:
- Dual committee chair roles (Audit; Finance & Strategy) signal trust in financial oversight and strategic capital decisions; Wehrwein is the Audit financial expert, enhancing control and risk oversight .
- Independence affirmed; no related-party transactions in 2024; strong attendance expectations met (≥75% at Board/committees) .
- Director ownership aligned via robust guidelines; hedging/pledging prohibited; director equity moves to RSUs/DSUs (no options post-2025), improving alignment and reducing risk optics .
- Broad financial and SaaS/technology experience relevant to SPSC’s business model .
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Watch items:
- Long tenure (since 2008) increases institutional knowledge but may raise typical independence refresh questions; the Board’s annual independence review affirmed independence .
- Multiple external public boards (AtriCure, Proto Labs) require ongoing monitoring for workload/attention; no conflicts or related-party issues disclosed .
-
Shareholder signals:
- Say-on-Pay support remains high (96% approval in 2024), indicating investor confidence in compensation governance broadly .
- Audit integrity supported by KPMG oversight and detailed pre-approval policy; Audit fees disclosed and independence affirmed .