Tami Reller
About Tami Reller
Independent director of SPS Commerce since 2016 (age 60 as of March 28, 2025); previously served as Chair of the Board from 2018–2021 . Senior operating and finance executive with prior roles at Microsoft, Optum/UnitedHealth Group, and Duly Health and Care; current outside role includes Director at Fairview Health Services (non‑profit) . The Board has determined she is independent under Nasdaq rules; all members of the Audit, Compensation & Talent, and Governance & Nominating Committees are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Duly Health and Care | Executive Chair; CEO; President | Executive Chair 2023–2024; CEO 2022–2023; President 2021–2022 | Senior leadership of multi‑specialty healthcare group |
| UnitedHealth Group (UnitedHealthcare) | EVP & Chief Marketing and Experience Officer | 2017–2021 | Customer experience and brand leadership at a public health benefits platform |
| Optum (UnitedHealth subsidiary) | Chief Growth Officer; CFO; CMO | 2014–2017 | Growth, finance, and marketing leadership at a healthcare services provider |
| Microsoft Corporation | EVP of Marketing; Divisional CFO & Marketing Officer (among several roles) | 2001–2014 | Senior leadership in software/technology; P&L and marketing |
| Great Plains Software | Chief Financial Officer | 1999–2001 | CFO of publicly traded ERP software provider |
External Roles
| Organization | Type | Role | Tenure | Committee Positions |
|---|---|---|---|---|
| Fairview Health Services | Non‑profit | Director | 2024–present | Not disclosed |
| Other public company boards | Public | — | — | None disclosed in proxy |
Board Governance
- Committee assignments (as of March 28, 2025): member of Audit Committee and Compensation & Talent Committee; not a chair .
- Prior committee assignment snapshot (as of March 22, 2024): Audit Committee member .
- Audit Committee met 7 times in 2024; Compensation & Talent met 5; Governance & Nominating met 5; Finance & Strategy met 6 .
- Board held 6 meetings in 2024; all directors attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Audit oversight engagement: Reller is listed on the Audit Committee report (with Chair Sven Wehrwein), evidencing participation in 10‑K audit oversight and auditor independence review .
- Independence confirmed: Board determined all directors (except CEO Chad Collins and former Executive Chair Archie Black) were independent under Nasdaq standards; committee members are independent .
Fixed Compensation
| Component | 2024 Terms (Program) | Notes |
|---|---|---|
| Board annual cash retainer (non‑chair) | $35,000 | Chair retainer $61,000 in 2024 |
| Audit Committee | Chair $20,000; Member $10,000 | |
| Compensation & Talent Committee | Chair $15,000; Member $7,000 | |
| Governance & Nominating Committee | Chair $8,000; Member $4,000 | |
| Finance & Strategy Committee | Chair $10,000; Member $5,000 | |
| 2025 changes (effective at 2025 AGM) | Board Chair retainer increased to $85,000; Governance & Nominating Chair to $8,500; Comp & Talent non‑chair member to $7,500 |
| 2024 Actual Director Compensation for Tami Reller | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 49,385 |
| Stock Awards (grant date fair value) | 91,163 |
| Option Awards (grant date fair value) | 91,237 |
| Total | 231,785 |
Performance Compensation
| Equity Component | 2024 Structure | Vesting/Terms |
|---|---|---|
| Annual equity (total) | $182,500 per director | Split equally ($91,250/$91,250) between options and the director’s election of restricted stock/DSUs; grants on annual meeting date; vests in four equal quarterly installments starting June 30, 2024; options at FMV |
| Initial appointment grant | Options with $182,500 value | Vests monthly over 3 years beginning month after appointment |
| 2025 changes | Eliminate options; increase annual/initial equity to $200,000; initial equity in RSUs; annual equity may be RSUs or DSUs at director election | Aimed to align with market practice after Compensia review |
| Deferral/holding | DSUs must be retained until completion of Board service; post‑service share receipt can be deferred up to 10 years |
No performance conditions are disclosed for director equity; awards are time‑based (RSUs/DSUs/options) rather than tied to operating metrics for directors .
Other Directorships & Interlocks
| Company | Relationship to SPSC | Potential Interlock/Conflict |
|---|---|---|
| Fairview Health Services (non‑profit) | None disclosed | No SPSC‑related transaction and no related‑party transaction disclosed for 2024 |
Expertise & Qualifications
- Core skills emphasized by the Board for Reller: financial literacy, technology, senior leadership/corporate governance, M&A, international operations .
- Primary nominee qualifications: extensive experience managing software companies; financial understanding and auditing review; general business knowledge .
Equity Ownership
| As of Record Date | Common Shares Owned | Equity Awards Exercisable/Vesting Within 60 Days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| March 19, 2025 (shares outstanding: 38,032,125) | 37,560 | 24,552 | 62,112 | <1% |
| Historical Equity Detail (as of Dec 31, 2023) | Unvested Restricted Stock (#) | Options Total Outstanding (#) | Options Outstanding & Exercisable (#) |
|---|---|---|---|
| Tami Reller | 147 | 29,468 | 29,101 |
- Ownership guidelines: non‑employee directors must own stock equal to 5x the annual non‑chair cash retainer ($175,000 for 2024), within 5 years; until compliant, must retain 50% of net shares from equity awards. As of March 19, 2025, each non‑employee director met the guideline or had <5 years of service; unexercised options will not count toward compliance effective January 1, 2027 .
Governance Assessment
- Board effectiveness and independence: Reller is an independent director; serves on both Audit and Compensation & Talent Committees—key oversight roles; Audit Committee documented active oversight of financial reporting and cybersecurity; all committee members are independent, with an Audit Committee financial expert (Wehrwein) as chair .
- Engagement: Board met 6 times in 2024; all directors achieved at least 75% attendance and attended the annual meeting; Reller signed the Audit Committee report, indicating active committee engagement .
- Pay alignment/signals: Director pay is a balanced cash/equity mix; program moves to all‑RSU/DSU equity in 2025 with $200k value and removal of options, aligning with market practice and strengthening alignment via hold‑to‑exit DSUs—a positive governance signal; use of an independent consultant (Compensia) for program review .
- Ownership alignment: Reller’s beneficial ownership totals 62,112 shares as of March 19, 2025; the company enforces robust 5x retainer ownership guidelines with retention requirements, and directors are compliant or within grace period—a favorable alignment indicator .
- Conflicts/related‑party exposure: Company disclosed no related‑party transactions in 2024; Board maintains a formal related‑person transaction policy with Audit Committee pre‑approval and director recusal—no conflicts flagged for Reller .
RED FLAGS: None identified—no related‑party transactions, independence affirmed, attendance satisfactory, and equity structure changes are shareholder‑friendly .