SPS Commerce adds directors as part of agreement with activist investor group

SPS Commerce has appointed three new board members as part of an agreement with an activist investment group.

Technology consultant Melvin Keating, investor and former tech executive Michael McConnell and Marty Reaume, human resources chief for Twilio, were named directors. At the annual meeting, the activist investor group led by Legion Partners Holdings LLC and Ancora Advisors LLC agreed to support them, virtually assuring their election to a full term.

"Our investment in SPS Commerce reflects our confidence in the company as a leader in cloud-based supply chain management solutions," said Christopher Kiper, managing director of Beverly Hills, Calif.-based Legion Partners, in a news release. "I am confident the skill set and expertise of these individuals will further our common goal of enhancing value for SPS shareholders."

Legion Partners and Ancora currently own less than 3 percent of the outstanding shares in SPS Commerce. Under the agreement, they have agreed to keep their ownership stake to 9.9 percent of SPS shares.

Legion Partners bills itself as a premier small-cap activist fund.

To make room for the new directors, Minneapolis-based SPS, which provides cloud-based supply chain software and analytics, increased the size of its board from seven to 10 directors, it said a week ago.

The company also announced that Michael Smerklo, an SPS director since January 2014, will not stand for re-election.

In February, Legion had reached out to SPS Commerce with suggestions for new board members, said Kim Nelson, chief financial officer and executive vice president of SPS Commerce.

SPS already was looking to add new expertise to its board and had previously identified Reaume as a potential candidate.

"We've entered into an agreement with Legion that we believe represents a very constructive outcome for SPS as well as stakeholders," Nelson said.

There is also a clause to form a new finance and strategy committee of the board within six months. The size of that committee has not been established but will include new board members.

Activist investors often target seats on boards' most powerful committees including compensation and strategic review committees.

Legion Partners and affiliates have been active in such companies as Genesco Inc., a footwear, apparel and accessories retailer (Johnston & Murphy shoes, Lids hats); Chef's Warehouse, a distributor of specialty foods based in Ridgefield, Conn.; ShoreTel International, a maker of unified communications products; and fashion company Perry Ellis International.

Ancora Advisors LLC, is a Cleveland-based registered investment adviser that has advocated for changes at other companies in which it has invested, including Hill International, a professional services firm, and Potbelly Corp., a sandwich shop franchise company that has locations in the Twin Cities.

Nelson said SPS is excited for the additional operational and financial expertise that it is adding to the board but emphasized the only change as of now is the number of directors.

"The real change is the board going from seven to nine, no other change," she said.