Adopted: February 28, 2012

The Governance and Nominating Committee (the "Committee") assists the Board of Directors (the "Board") of SPS Commerce, Inc. (the "Company") in:

  • identifying qualified individuals to become Board members;
  • determining the composition of the Board and its committees;
  • assessing and enhancing the effectiveness of the Board and individual directors;
  • developing and implementing the Company's Corporate Governance Guidelines; and
  • ensuring that succession planning takes place for critical senior management positions.
The Committee shall consist of two or more directors. The members of the Committee shall be appointed and may be removed by the Board. Each member of the Committee shall be independent in accordance with the listing standards of the stock exchange or automated quotation system upon which the Company's common stock is listed, if any (as may be modified or supplemented) and any other applicable laws or regulations.
The Committee shall have the resources and authority to discharge its duties and responsibilities, including the authority to retain any search firm to assist in identifying director candidates, and any independent counsel or other advisors as the Committee may deem appropriate. The Committee shall have the sole authority to approve related fees and retention terms.

The Committee may form and delegate authority to subcommittees consisting of one or more members when deemed appropriate by the Committee.
The Committee shall meet as often as it determines. A majority of the members shall constitute a quorum. The chairperson of the Committee shall be appointed by the Board. The Committee shall regularly report its actions and recommendations to the Board.

To fulfill its role, the Committee will have the following responsibilities:












  1. Annually, and as needed, consider and recommend to the Board the size and composition of the Board.
  2. Evaluate, based on criteria in the Corporate Governance Guidelines and the charters of the respective Board committees, and on the Committee's assessment of the needs of the Board and its committees, possible nominees (including those recommended by stockholders in accordance with the Corporate Governance Guidelines) for election as directors, conduct appropriate inquiries into the background and qualifications of possible nominees, and recommend to the Board suitable nominees for election either annually by shareholders or, in the event of a vacancy, by the Board.
  3. Consider and establish procedures for identifying and recruiting potential director nominees who meet criteria for Board membership, including utilizing the resources of board leadership and board membership associations and the Committee's network of contacts, and engaging professional search firms as appropriate.
  4. Annually review the Board committee structure and the composition of the standing committees, and recommend to the Board for its approval directors to serve as members of the standing committees of the Board. Recommend additional committee members to fill vacancies as needed.
  5. Develop and oversee an annual self-evaluation process of the Board and its performance.
  6. Periodically evaluate the participation and contribution of each director.
  7. Periodically review and recommend to the Board any modifications of the Corporate Governance Guidelines, and oversee the implementation of the Corporate Governance Guidelines.
  8. Periodically assess the adequacy of this charter and recommend any proposed changes to the Board for its approval.
  9. Oversee the process for providing an orientation to the Company for new directors, and for periodically providing materials or briefing sessions for all directors on subjects that would assist them in discharging their duties.
  10. Recommend an annual calendar of meetings for the Board.
  11. Periodically review and report to the Board on the performance of the Committee.
  12. Recommend to the Board succession plans for the Chief Executive Officer ("CEO") and other critical, senior management positions, and review such plans periodically with the CEO.
  13. Recommend to the Board the selection, re-election or, if necessary, the replacement of the CEO.
  14. Provide advice and counsel to the CEO on shareholder relations and other matters as requested.
  15. Evaluate, oversee preparation and recommend to the Board proxy statement responses to shareholder proposals.
Sven Wehrwein Marty Réaume James Ramsey
  • Member
  • Chair
  • Financial Expert
  • Independent Director

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