Corporate Governance

The Board of Directors of SPS Commerce (the "Company") sets high standards for the Company's employees, officers and directors. Implicit in this philosophy is the importance of sound corporate governance. It is the duty of the Board of Directors to serve as a prudent fiduciary for shareholders and to oversee the management of the Company's business. To fulfill its responsibilities and to discharge its duty, the Board of Directors follows the procedures and standards that are set forth in these guidelines. These guidelines are subject to modification from time to time as the Board of Directors deems appropriate in the best interests of the Company or as required by applicable laws and regulations.

Procedures for Selecting and Nominating Director Candidates

As required by our Corporate Governance Guidelines, when evaluating the appropriate characteristics of candidates for service as a director, the governance and nominating committee takes into account many factors. The board of directors selects and recommends to stockholders qualified individuals who, if added to the board, would provide the mix of director characteristics and diverse experiences, perspectives and skills appropriate for us. Board candidates are considered based on various criteria, including breadth and depth of relevant business and board skills and experiences, judgment and integrity, reputation in their profession, diversity of background, education, leadership ability, concern for the interests of stockholders and relevant regulatory guidelines. These considerations are made in the context of an assessment of the perceived needs of the board of directors at the particular point in time. We do not have a formal policy with respect to diversity, however, the board of directors seeks to have a board that represents diversity as to gender, race, ethnicity and background experiences. We are committed to inclusiveness and as such, when searching for director nominees, the governance and nominating committee endeavors to include highly qualified diverse candidates (including gender, race and ethnicity) in the pool from which nominees are chosen.

Corporate Governance Documents

Title Documents

Corporate Governance Guidelines

Audit Committee Charter

Compensation & Talent Committee Charter

Finance & Strategy Committee Charter

Governance & Nominating Committee Charter

Code of Conduct

Supplier Code of Conduct

Human Rights Statement

Anti-Slavery & Human Trafficking Statement

Insider Trading Policy

Stockholder Communications to Board

Stockholders who wish to communicate with the Board may do so by writing to the Board or a particular director in care of the Secretary of the Company. All communications will initially be received and processed by the Secretary of the Company, who will then refer the communication to the appropriate Board member (either the director named in the communication, the Chairperson of the Board committee having authority over the matter raised in the communication, or the Chairperson of the Board in all other cases. The director to whom a communication is referred will determine, in consultation with Company counsel, whether a copy or summary of the communication will be provided to the other directors. The Board will respond to communications if and as appropriate.

Stockholders seeking to communicate with the Board or a particular director, may send correspondence to:

SPS Board of Directors
c/o Corporate Secretary
333 South Seventh Street, Suite 1000
Minneapolis, MN 55402

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