DEF 14A of Commerce.com, Inc., Apr 2, 2025

DEF 14A of Commerce.com, Inc.

Filed Apr 2, 2025 · FY20240000950170-25-049295

Open on EDGAR

  1. Nominees for Election to the Board of Directors (Class II Directors)

    Nominees for Election to the Board of Directors (Class II Directors) Sally Gilligan has been a member of our Board of Directors since July 2022. Ms. Gilligan has served as Chief Supply Chain and Chief Growth Transformation Officer for Gap Inc. since April 2021 and previously served in a variety of other roles for Gap Inc., including Chief Information Officer, Head of Strategy and SVP of Product Operations and Supply Chain Strategy, since joining the company in 2004. Prior to joining Gap Inc., Ms. Gilligan worked for over ten years in management consulting and financial services, including Boston Consulting Group and Andersen. Ms. Gilligan holds a B.S. in Business Administration from Georgetown University and an M.B.A from the University of Chicago. She has served as Chair of the Gap Foundation since 2021. We believe Ms. Gilligan is qualified to serve as a member of our Board of Directors due to her digital growth and transformation experience. Satish Malhotra has been a member of our Board of Directors since July 2022. Mr. Malhotra served as President and Chief Executive Officer of The Container Store Group, Inc. from February 2021 to March 2025. For the previous 21 years, Mr. Malhotra held various leadership roles at prestige beauty retailer Sephora Americas, most recently as chief retail officer and chief operating officer from 2019 until his departure. Prior to that role, Mr. Malhotra served as chief operating officer from 2016 to 2019 and was responsible for technology, supply chain, store development, legal, strategy and partnerships, including the Sephora inside JCPenney business. He also spent several years overseeing Sephora’s expansion into Canada and Latin America. Before joining Sephora, Mr. Malhotra was a transaction services senior associate at PricewaterhouseCoopers. Mr. Malhotra received his B.S. in Business Administration from the Haas School of Business at the University of California, Berkeley. Mr. Malhotra also holds an inactive Certified Public Accountant’s license from the State of California. We believe Mr. Malhotra is qualified to serve as a member of our Board of Directors due to his executive leadership, operations and consumer retail experience.

  2. Class I Directors

    Class I Directors Travis Hess has served as the Chief Executive Officer and a member of the Board of Directors of BigCommerce since October 2024. He joined the Company as President in May 2024 bringing extensive management and strategic planning experience from his decades-long career in the commerce industry. Prior to joining the Company, Mr. Hess has most recently worked at Accenture as a managing director leading their direct-to-consumer commerce offering and go-to-market strategy. He also managed Accenture’s Shopify partnership globally from August 2022 to May 2024. From January 2022 to August 2022, he served as Executive Vice President at The Stable, a leading omnichannel commerce agency that was acquired by Accenture. From May 2021 to December 2021, he served as Chief Executive Officer of BVA, a globally recognized DTC and Shopify agency which was acquired by The Stable in December 2021, and from August 2019 to April 2021, he served as Chief Commercial Officer of BVA. Prior to those roles, he held numerous senior leadership positions including Chief Revenue Officer and General Manager for LiveArea, a global commerce agency now part of Dentsu/Merkle, and at Amplifi Commerce. We believe Mr. Hess is qualified to serve as a member of our Board of Directors due to his extensive management and ecommerce experience and his perspective as our Chief Executive Officer. Lawrence Bohn has been a member of our Board of Directors since July 2011. Mr. Bohn has served as a managing director of General Catalyst Partners, a venture capital firm, since April 2003. Prior to joining General Catalyst, Mr. Bohn served as the President, Chief Executive Officer and chairman of the Board of Directors of NetGenesis Corp. and President of PC Docs, Inc. Mr. Bohn served on the boards of directors of HubSpot, Inc. and Demandware, Inc. from 2007 until October 2017 and 2004 until January 2016, respectively. He also currently serves on the Board of Directors of several privately-held companies. Mr. Bohn holds a B.A. in English from the University of Massachusetts, Amherst, and an M.A. in Linguistics from Clark University. We believe Mr. Bohn is qualified to serve as a member of our Board of Directors because of his executive leadership experience and extensive experience in the fields of cloud computing and SaaS. Jeff Richards has been a member of our Board of Directors since May 2016. Mr. Richards has served as a managing partner at GGV Capital, a California-based venture capital firm, since 2010, after joining the firm in 2008. Prior to joining GGV Capital, Mr. Richards founded two technology companies: R4 Global Solutions, Inc., which was acquired by Verisign, Inc. in 2005, and QuantumShift Communications, Inc. Mr. Richards served as Vice President of digital content services at Verisign, Inc. from May 2005 to May 2008. Previously, Mr. Richards was a management consultant with PricewaterhouseCoopers LLP from April 1995 to October 1997. He currently sits on the boards of directors of multiple private software and technology companies. Mr. Richards holds a B.A. in Government from Dartmouth College. We believe Mr. Richards is qualified to serve as a member of our Board of Directors due to his extensive experience with global technology companies.

  3. Class III Directors

    Class III Directors Donald E. Clarke has been a member of our Board of Directors since December 2016. From January 2014 through January 2022, Mr. Clarke served as the Chief Financial Officer for Plex Systems, Inc., a cloud technology company, and also held the position of its interim Chief Executive Officer from October 2017 through November 2018. Previously, he served as the Chief Financial Officer for Eloqua, Inc. from March 2008 to March 2013. Prior to working at Eloqua, Mr. Clarke served as Chief Financial Officer for Cloakware, Inc. from August 2006 to February 2008 and for Visual Networks, Inc. from July 2004 to March 2006. Mr. Clarke has served as a member of the Board of Directors of Alarm.com Holdings, Inc. since May 2014 and Slice Solutions, Inc. since November 2023. He is a member of the American Institute of Certified Public Accountants and holds a B.S. in Accounting from Virginia Polytechnic Institute and State University. We believe Mr. Clarke is qualified to serve as a member of our Board of Directors because of his experience in operations, strategy, accounting, and financial management at both publicly and privately held companies. Ellen F. Siminoff has been a member of our Board of Directors since February 2020 and became Executive Chair of the Board in October 2024. Ms. Siminoff joined the board of Take-Two Interactive, Inc., a leading game developer, in May 2022, following Take-Two’s combination with Zynga, where she served since June 2012. She also serves on the board of Follett Corporation, a partner of K-12 schools and districts, since August 2022, and Verifone, the pre-eminent global payments platform, since March 2021. Ms. Siminoff also serves on the Board of Overseers of the Hoover Institution at Stanford University, since September 2022. Ms. Siminoff’s previous board experience also includes Shmoop University, Inc., an educational publishing company, SolarWinds Inc., a provider of downloadable, enterprise-class network management software, Discovery Education, Inc., an educational curriculum provider, Mozilla Corporation, the makers of Firefox browsers, and the President’s Advisory Committee at Princeton University. She also served as a founding executive at Yahoo! from February 1996 to February 2002. Ms. Siminoff holds an A.B. degree in Economics from Princeton University and an M.B.A. from the Stanford Graduate School of Business. We believe Ms. Siminoff is qualified to serve as a member of our Board of Directors because of her experience as a long-tenured media and technology executive and board member.

  4. Director Compensation

    Director Compensation The information contained in “Executive Compensation—Director Compensation” is incorporated herein by reference.

  5. Executive Summary

    Executive Summary 2024 Performance Highlights and Pay for Performance. Our executive compensation programs are designed to deliver pay in accordance with corporate and individual performance, reward superior performance and provide consequences for underperformance. We believe that the compensation of our NEOs for fiscal year 2024 was aligned with the Company’s performance during 2024. Highlights of that performance include: • Total revenue was $332.9 million, up 7.6% compared to fiscal 2023. • Total annual revenue run-rate (“ARR”) as of December 31, 2024 was $349.6 million, up 4.0% compared to December 31, 2023. • Subscription revenue was $247.9 million, up 8.1% compared to fiscal 2023. • ARR from accounts with at least one enterprise plan (“Enterprise Accounts”) was $261.6 million as of December 31, 2024, up 6.7% from December 31, 2023, reflecting continued strength and growth with midmarket and Enterprise Accounts. • ARR from Enterprise Accounts as a percent of total ARR was 75% as of December 31, 2024, compared to 73% as of December 31, 2023. GAAP net loss of approximately ($27.0) million, or (8.1%) of revenue in fiscal 2024, compared to a GAAP net loss of approximately ($64.7) million, or (20.9%) in fiscal 2023. Non-GAAP operating income (loss) of approximately ($19.5) million, or 5.8% of revenue in fiscal 2024, compared to a Non-GAAP operating income (loss) of approximately ($5.7) million, or (1.8%) of revenue in fiscal 2023. See Appendix A for a reconciliation of this measure to the most directly comparable financial measure calculated and presented in accordance with GAAP. In order to align pay with performance, a significant portion of our NEOs’ compensation is delivered in the form of equity awards and annual cash incentives, each of which depends on our actual performance. For fiscal year 2024, approximately 65% of our NEOs’ total target compensation was in the form of stock options and restricted stock units (“RSUs”), which will vest based on continued service, and performance-based RSUs, which will vest based on achievement of Company adjusted EBITDA, revenue and total stockholder return (“TSR”) metrics. 2024 Compensation Highlights. Consistent with our compensation philosophy, key compensation decisions for 2024 included the following: • Base Salaries and Target Annual Cash Incentive Opportunities. The 2024 base salaries and target bonuses for our NEOs were increased to position base salaries between the 25th and 50th percentile of market and target bonuses were set between the 25th and 50th percentile of market, based on the market analysis of our independent compensation consultant, as described further below. • Annual Cash Incentives. For 2024, the compensation committee of our Board of Directors (the “compensation committee”) selected performance goals for our performance-based annual bonus program that were intended to promote our business plan and short-term goals, including with respect to revenue growth, subscription ARR and adjusted EBITDA. • Equity-Based Long Term Incentives. In 2024, we granted approximately 65% of our NEOs’ target direct compensation as equity-based compensation in the form of stock options and RSUs. We believe that stock options and RSUs effectively align the interests of our executives with those of our stockholders by directly linking compensation to the value of our Common Stock. In 2024, we granted 30% of our NEOs’ long-term equity awards in the form of stock options and 70% in the form of time and performance-based RSUs. • Performance Stock Units (“PSUs”). Of the RSUs granted to our NEOs in 2024, 26% of such awards were in the form of PSUs, which represent the right to receive shares of BigCommerce Common Stock subject to the achievement of performance vesting conditions. The PSUs granted in 2024 are eligible to vest over a three-year period subject to the achievement of relative TSR, revenue, and adjusted EBITDA goals. Compensation Governance and Best Practices. We are committed to having strong governance standards with respect to our compensation programs, procedures and practices. Our key compensation practices include the following:

  6. Executive Summary

    | What We Do | What We Do Not Do | | ✓ Emphasize performance-based, at risk compensation in the form of long-term and short-term incentives. ✓ Emphasize the use of equity compensation to promote executive retention and reward long-term value creation. ✓ Weight the overall pay mix towards long term incentive compensation for senior executives. ✓ Engage an independent compensation consultant to advise our compensation committee. ✓ Utilize multiple performance measures on long-term incentives. | X Do not grant uncapped cash incentives or guaranteed equity compensation. X Do not provide significant perquisites. X Do not provide any compensation-related tax gross-ups. X Do not provide defined benefit pension plans. X Do not provide supplemental executive retirement plans. X No hedging or pledging of stock. X No dividends paid on unvested equity. |

  7. Role of Compensation Consultant

    Role of Compensation Consultant The compensation committee has retained Aon-Radford (“Aon”) as an independent compensation consultant to provide executive compensation advisory services, help evaluate our compensation philosophy and objectives, design a competitive executive compensation program that will continue to attract top executive talent and reflect our compensation philosophy, and provide guidance in administering our executive compensation program. In addition, Aon’s affiliates (Aon plc and its related entities) performed insurance advisory and insurance brokerage services for us during 2024, for which we paid approximately $264,000. Insurance premiums and related fees were paid to Aon plc and passed through to third-party insurance companies not affiliated with Aon plc. Our compensation committee reviewed these services and fees and considered the independence of Aon in light of SEC rules regarding conflicts of interest involving compensation consultants and applicable Nasdaq listing standards regarding compensation consultant independence. Based on its review, our compensation committee determined that Aon was independent, and that Aon’s services did not raise any conflicts of interest. In consultation with Aon, in August 2023, our compensation committee selected our peer group for 2024 compensation as follows, focusing primarily on domestic, publicly-traded SaaS and e-commerce companies with annual revenue between $300 million and $925 million and market capitalization between $250 million and $2.25 billion. As of September 2023, as compared to such peer groups, we were at the 27th percentile for revenue for the preceding 12 months, the 11th percentile for 30-day average market capitalization and the 20th percentile for EBITDA for the preceding 12 months. Our peer group for 2024 included the following companies:

  8. Role of Compensation Consultant

    | • | Amplitude | • | Appian | • | Blackline | • | CS Disco | | • | Digital Turbine | • | Domo | • | E2open Parent | • | Everbridge | | • | EverCommerce | • | Fastly | • | Intapp | • | Jamf | | • | JFrog | • | Model N | • | nCinco | • | Olo | | • | PagerDuty | • | Proeduca Altus | • | Q2 | • | Sprout Social | | • | SPS Commerce | • | Zuora | | | | |

  9. Role of Compensation Consultant

    The peer group selected for 2024 reflected the following changes from our 2023 peer group:

  10. Role of Compensation Consultant

    | Entities Removed From Peer Group | Entities Added to Peer Group | | AppFolio Momentive Global Sumo Logic Workiva | Amplitude Domo Model N PagerDuty Proeduca Altus |

  11. Role of Compensation Consultant

    In determining what changes to make to our peer group described above, the compensation committee removed the four companies identified above because they were acquired or had market values that were outliers. The companies identified above that were added to our peer group were added to balance out those companies that were removed and met most or all of the selection criteria. Changes were made to the peer group selection criteria for range multiples for revenue and market capitalization ranges. In November 2023, Aon provided an analysis of data derived from members of our peer group and the Radford Global Compensation Database survey, the constituent companies of which were not provided to the compensation committee. For 2024, the compensation committee used Aon’s analysis to help structure a competitive executive compensation program, position executive compensation by considering market data, and make individual compensation decisions based on comparable positions at companies with which we compete for talent. Although the compensation committee does not establish compensation levels solely based on a review of competitive data or benchmark to any particular level, it believes such data is a useful tool in its deliberations as our compensation policies and practices must be competitive in the marketplace for us to be able to attract, motivate, and retain qualified executive officers. Our compensation committee and Chief Executive Officer, as applicable, used benchmark data as a foundational starting point to determine target compensation for each NEO, and then adjusted the targets based on the NEO’s role criticality and incumbent performance. The benchmark data utilized was from our approved peer group based on relevant sector, revenue, market capitalization, and location, and was ultimately approved by the compensation committee.

  12. Cash Incentive Compensation

    Cash Incentive Compensation Annual cash incentive bonuses are an important component of our total compensation program and provide cash incentives that we believe are necessary to retain executive officers. During 2024, each NEO was eligible to receive an annual performance-based cash bonus under our 2024 Executive Bonus Plan based on a specified target annual bonus amount, expressed as a percentage of the named NEO’s base salary. We aim to award annual cash incentive bonuses that are between the 25th and 50th percentiles of market. Accordingly, following our review of the target bonus levels for each of our NEOs in March 2024, we determined that, for fiscal year 2024, our NEOs’ target annual bonuses would not be adjusted from their 2023 levels. Subsequently, we determined to increase Mr. Hess’ bonus target from 80% to 100% in connection with his promotion to Chief Executive Officer in October 2024. Our NEOs’ target annual bonuses for 2024 were equal to the following percentages of base salary:

  13. Cash Incentive Compensation

    | Named Executive Officer | Target Percentage | | Travis Hess | 87 (1)% | | Daniel Lentz | 55 | | Russell Klein | 60 | | Brian Dhatt | 50 | | Chuck Cassidy | 50 | | Brent Bellm | 100 | | Lisa Eggerton | 50 | | Ben Sumrall | 50 |

  14. Cash Incentive Compensation

    The target percentage reflects the increase in Mr. Hess’ target annual bonus percentage from 80% to 100% effective October 1, 2024. At the beginning of 2024, the Board, considering the recommendations of the compensation committee and management, set the performance goals applicable to our 2024 annual bonus program. The performance goals established by the Board for our 2024 annual bonus program, and their respective weightings, were as follows:

  15. Cash Incentive Compensation

    | Performance Metrics | Revenue Growth Rate | Subscription Annual Revenue Run-Rate Growth Rate | Adjusted EBITDA | | Weighting | 33.33% | 33.33% | 33.33% | | Target | 8.6% | 9.8% | $16.9 million |

  16. Cash Incentive Compensation

    For the year ended December 31, 2024, the Company attained a revenue growth rate of 7.6% resulting in achievement of the revenue growth rate performance goal at 76% of target, a subscription annual revenue run-rate growth rate of 3.2% resulting in achievement of the subscription annual revenue run-rate growth rate performance goal at 0% of target and an adjusted EBITDA of $23.5 million versus a target of $16.9 million resulting in achievement of the adjusted EBITDA performance goal at 200% of target. Based on the foregoing, the aggregate achievement of performance goals under the 2024 Executive Bonus Plan was approximately 92% of target, after giving effect to the Company’s financial performance thresholds described in the approved plan. See Appendix A for a reconciliation of adjusted EBITDA to the most directly comparable financial measure calculated and presented in accordance with GAAP. The amounts of such bonuses paid to our NEOs in respect of 2024 are set forth in the column titled “Non-Equity Incentive Plan Compensation” in the 2024 Summary Compensation Table below. Mr. Bellm, Ms. Eggerton, and Mr. Sumrall did not receive a 2024 annual bonus payment because each of their employment with us ended prior to the payment of 2024 cash bonuses.

  17. Retention Bonus

    Retention Bonus In November 2024, the compensation committee approved payment of a cash retention bonus for Mr. Lentz in an amount equal to $50,000 (the “Cash Bonus”), which is payable as to 25% of the Cash Bonus on or as soon as practicable after each of December 31, 2024, and March 31, 2025, and as to the remaining 50% of the Cash Bonus on or as soon as practicable after September 30, 2025 in each case, subject to Mr. Lentz’s continued employment with the Company through each such date. The Cash Bonus was awarded to incentivize Mr. Lentz’s retention during a period of significant executive turnover and during the Company’s transformation efforts.

  18. Equity-Based Long-Term Incentive Awards

    Equity-Based Long-Term Incentive Awards We view equity-based compensation as a critical component of our balanced total compensation program and aim to grant equity awards with target values between the 50th and 75th percentile of market. Equity-based compensation creates an ownership culture among our executives that provides an incentive to contribute to the continued growth and development of our business and aligns the interest of executives with those of our stockholders, reinforcing our commitment to ensuring a strong linkage between Company performance and pay. Historically, our senior officers (including our NEOs) received equity-based compensation in the form of stock options and time-vesting RSUs. In March 2024, the compensation committee approved a change in the structure of our long-term incentive compensation program for our senior officers (including our NEOs). The annual equity awards granted in 2024 to each NEO currently employed by us consisted of, and, going forward, the compensation committee intends to continue to grant our senior officers annual equity awards consisting of stock options, time-vesting RSUs and performance-based RSUs. We believe that including performance-based RSUs in our long-term incentive compensation program further aligns our NEOs’ interests with those of our stockholders and the performance of our Company, while encouraging our NEOs to contribute to the attainment of the relevant performance goals and increase total shareholder return (as further discussed below). In 2024, we granted 70% of our target equity award value in the form of time- and performance-based RSUs (with time-based RSUs representing 51% of the total target annual equity award and performance-based RSUs representing 19% of the total target annual equity award) and 30% in the form of options to purchase our Common Stock for each of our NEOs other than Mr. Hess. In connection with the commencement of Mr. Hess' employment with us, he was granted equity awards in the form of time-based RSUs. In connection to his promotion to CEO in October 2024, he was awarded additional equity grants such that his total 2024 equity award target value was comprised of 80% RSUs (with time based RSUs and performance-based RSUs representing 91% and 9%, respectively, of his 2024 RSU awards total target value) and 20% in the form of options to purchase our Common Stock.

  19. 2024 Equity-Based Long-Term Incentive Awards

    2024 Equity-Based Long-Term Incentive Awards In 2024, we made the following grants of stock options, time-based RSUs and performance-based RSUs to our NEOs:

  20. 2024 Equity-Based Long-Term Incentive Awards

    | Name | Number of Shares Underlying Stock Options | Time-based RSUs | Performance-based RSUs | | Travis Hess | 100,000 | 360,264 | 33,333 | | Daniel Lentz | 108,310 | 40,960 | 34,130 | | Russell Klein | 55,720 | 24,770 | 20,637 | | Brian Dhatt | 60,000 | 26,670 | 22,223 | | Chuck Cassidy | 18,220 | 8,100 | 6,747 | | Brent Bellm(1) | 171,430 | 76,200 | 63,493 | | Lisa Eggerton(2) | 34,290 | 15,240 | 12,700 | | Ben Sumrall(3) | 34,290 | 15,240 | 12,700 |

  21. 2024 Equity-Based Long-Term Incentive Awards

    (1) All unvested stock options and RSUs granted to Mr. Bellm were forfeited upon his departure, effective October 18, 2024. (2) All unvested stock options and RSUs granted to Ms. Eggerton were forfeited upon her departure, effective September 30, 2024. (3) All unvested stock options and RSUs granted to Mr. Sumrall were forfeited upon his departure, effective August 5, 2024. These grants (other than certain new hire and promotion grants for Mr. Hess and certain retention grants for Mr. Lentz, each as further discussed below) were approved by the compensation committee in March 2024, following consideration of the factors set forth above under “—Determination of Executive Compensation” above. Mr. Hess received a new hire award of 360,264 time-based RSUs in connection with the commencement of his employment with us in May 2024 and additional awards of (i) a stock option covering 100,000 shares of Common Stock and (ii) 100,000 PSUs in October 2024 in connection with his promotion to Chief Executive Officer. Mr. Lentz was granted an additional retention award in the form of a stock option covering 16,160 shares of our Common Stock in November 2024 (the “Retention Option”).

  22. Stock Options and Time-Based RSU Awards

    Stock Options and Time-Based RSU Awards The stock options granted to our NEOs during 2024 (other than the Retention Option for Mr. Lentz) vest as to 25% of the underlying shares on the first anniversary of the applicable vesting start date and as to the balance of the underlying shares in 36 substantially equal monthly installments thereafter, subject to the applicable NEO’s continued service through the applicable vesting date. Mr. Lentz’s Retention Option vests as to 25% of the underlying shares on each of December 31, 2024, and March 31, 2025, and as to 50% of on September 30, 2025, subject to Mr. Lentz’s continued employment with the Company through the applicable vesting date. The time-based RSU awards granted to our NEOs during 2024 vest as to 25% of the underlying shares on each of the first four anniversaries of the applicable vesting start date, subject to the applicable NEO’s continued service through the applicable vesting date. Certain of our NEOs’ stock options and time-based RSUs are subject to accelerated vesting in certain circumstances, as described below under “—Potential Payments Upon Termination or Change in Control” below. Performance-Based RSU Awards. In March 2024 (or, for Mr. Hess, in October 2024), we granted awards of performance-based RSUs to our NEOs consisting of (i) performance-based RSUs subject to vesting based on the Company’s adjusted EBITDA (the “adjusted EBITDA RSUs”), (ii) performance-based RSUs subject to vesting based on the Company’s revenue (the “revenue RSUs”), and (iii) performance-based RSUs subject to vesting based on the Company’s TSR (the “TSR RSUs”), each as described below. Adjusted EBITDA RSUs Pursuant to the adjusted EBITDA RSU awards, each NEO is eligible to vest in a number of RSUs ranging from 0% to 200% of the target number of adjusted EBITDA RSUs granted, based on attainment of certain adjusted EBITDA goals during each year of a three-year performance period commencing January 1, 2024 and ending December 31, 2026. The compensation committee will determine the threshold, target and maximum adjusted EBITDA goals for each year of the performance period no later than 90 days following the beginning of such year. Subject to the NEO’s continued service through the applicable vesting date, up to one-third of the total adjusted EBITDA RSUs will be eligible to vest based on the Company’s achievement of adjusted EBITDA goals for the applicable year, with the actual number of adjusted EBITDA RSUs that vest determined by multiplying (i) one-third of the total number of adjusted EBITDA RSUs (at target), by (ii) the applicable “vesting percentage,” as set forth below:

  23. Stock Options and Time-Based RSU Awards

    | Adjusted EBITDA Achievement Level | Vesting Percentage | | Maximum | 200% | | Target | 100% | | Threshold | 0% | | Below Threshold | 0% |

  24. Stock Options and Time-Based RSU Awards

    If the Company’s achievement of adjusted EBITDA goals for the applicable year falls between the levels specified above, the percentage of adjusted EBITDA RSUs that vest will be determined using straight line linear interpolation between such levels. Following the completion of the applicable year, the compensation committee will determine achievement of the adjusted EBITDA goals for such year and the number of adjusted EBITDA RSUs that have become vested with respect to such year (the date of such determination by the compensation committee, the “adjusted EBITDA vesting date”). Any adjusted EBITDA RSUs eligible to vest on an adjusted EBITDA vesting date that do not vest will be forfeited without consideration therefore and the NEO will have no further right or interest in or with respect to such forfeited adjusted EBITDA RSUs. Any adjusted EBITDA RSUs that become vested will be paid to the NEO in whole shares of Company Common Stock within 30 days after the applicable vesting date.

  25. Revenue RSUs

    Revenue RSUs Pursuant to the revenue RSU awards, each NEO is eligible to vest in a number of RSUs ranging from 0% to 200% of the target number of revenue RSUs granted, based on attainment of certain revenue goals during each year of a three-year performance period commencing January 1, 2024 and ending December 31, 2026. The compensation committee will determine the threshold, target and maximum revenue goals for each year of the performance period no later than 90 days following the beginning of such year. Subject to the NEO’s continued service through the applicable vesting date, up to one-third of the total revenue RSUs will be eligible to vest based on achievement of the Company’s revenue goals for the applicable year, with the actual number of revenue RSUs that vest determined by multiplying (i) one-third of the total number of revenue RSUs (at target), by (ii) the applicable “vesting percentage,” as set forth below:

  26. Revenue RSUs

    | Revenue Achievement Level | Vesting Percentage | | Maximum | 200% | | Target | 100% | | Threshold | 0% | | Below Threshold | 0% |

  27. Revenue RSUs

    If the Company’s achievement of revenue goals for the applicable year falls between the levels specified above, the percentage of revenue RSUs that vest will be determined using straight line linear interpolation between such levels. Following the completion of the applicable year, the compensation committee will determine achievement of the revenue goals for the applicable year and the number of revenue RSUs that have become vested with respect to such year (the date of such determination by the compensation committee, the “revenue vesting date”). Any revenue RSUs eligible to vest on a revenue vesting date that do not vest will be forfeited without consideration therefore and the NEO will have no further right or interest in or with respect to such forfeited revenue RSUs. Any revenue RSUs that become vested will be paid to the NEO in whole shares of Company Common Stock within 30 days after the applicable vesting date.

  28. TSR RSUs

    TSR RSUs Pursuant to the TSR RSU awards, each NEO is eligible to vest in a number of RSUs ranging from 0% to 200% of the target number of TSR RSUs granted, based on the Company’s total stockholder return during a three year performance period commencing January 1, 2024 and ending December 31, 2026 relative to the total stockholder return of the Russell 2000 Index (the “Russell 2000 Relative Performance”). Subject to the NEO’s continued service through the applicable vesting date, up to 200% of the target number of TSR RSUs granted to the NEO will be eligible to vest based on the Russell 2000 Relative Performance during the performance period, with the actual number of TSR RSUs that vest with respect to the performance period determined by multiplying (i) the total number of TSR RSUs (at target), by (ii) the applicable “vesting percentage,” as set forth below:

  29. TSR RSUs

    | | Russell 2000 Relative Performance | Vesting Percentage | | Stretch | ≥ 90th percentile | 200% | | Maximum | 75th percentile | 150% | | Target | 50th percentile | 100% | | Threshold | 25th percentile | 50% | | Below Threshold | <25th percentile | 0% |

  30. TSR RSUs

    If the Russell 2000 Relative Performance falls between the levels specified above, the percentage of TSR RSUs that vest will be determined using straight line linear interpolation between such levels. Notwithstanding the foregoing, if the Company’s absolute total stockholder return during the three-year performance period is negative, the vesting percentage will not exceed 100%. Following the completion of the performance period, the Compensation Committee will determine the Russell 2000 Relative Performance, the absolute total shareholder return and the number of TSR RSUs that have become vested with respect to the performance period (the date of such determination by the Compensation Committee, the “TSR vesting date”). Any TSR RSUs that have not become vested as of the TSR vesting date will be forfeited without consideration therefore and the NEO will have no further right or interest in or with respect to such forfeited TSR RSUs. Any TSR RSUs that become vested will be paid to the NEO in whole shares of Company Common Stock within 30 days after the applicable vesting date. Certain of our NEOs’ performance-based RSUs are subject to accelerated vesting in certain circumstances, as described below under “—Potential Payments Upon Termination or Change in Control” below.

  31. Performance-Based RSU Vesting Based on 2024 Performance

    Performance-Based RSU Vesting Based on 2024 Performance

  32. Adjusted EBITDA RSU Vesting

    Adjusted EBITDA RSU Vesting One-third of the adjusted EBITDA RSU awards granted to each of our NEOs in 2024 (the "First 2024 adjusted EBITDA Tranche") were eligible to vest based on achievement of adjusted EBITDA goals as of the end of the first year of the performance period, which commenced January 1, 2024 and ended December 31, 2024 (the "2024 Performance Year"). During the 2024 Performance Year, we achieved adjusted EBITDA of $23,547 resulting in the First 2024 adjusted EBITDA Tranche vesting at 200% of target.

  33. Revenue RSU Vesting

    Revenue RSU Vesting One-third of the Revenue RSU awards granted to each of our NEOs in 2024 (the "First 2024 Revenue Tranche") were eligible to vest based on achievement of revenue goals as of the end of the 2024 Performance Year. During the 2024 Performance Year, we achieved revenue of $332,927 resulting in the First 2024 Revenue Tranche vesting at 89% of target.

  34. Severance and Change in Control Arrangements

    Severance and Change in Control Arrangements We provide for severance benefits and payments to each of our NEOs upon certain terminations without cause or resignations for good reason. Our compensation committee believes that these types of benefits are necessary to attract and retain executive talent and are a customary component of executive compensation. In particular, such benefits can mitigate a potential disincentive for our NEOs when they are evaluating a potential acquisition of the Company and can encourage retention through the conclusion of the transaction. Our severance and change in control payments and benefits are designed to be competitive with market practices. A description of these potential benefits, as well as information on the estimated payments and benefits that our NEOs would have been eligible to receive if a qualifying termination of employment or change in control had occurred on December 31, 2024, are set forth in “—Potential Payments Upon Termination or Change in Control” below. On November 6, 2024, September 30, 2024, and August 5, 2024, respectively, we entered into separation and general releases (the “separation agreement”) with Mr. Bellm, Ms. Eggerton, and Mr. Sumrall, in connection with their respective terminations of employment with us. Under the separation agreements, Mr. Bellm, Ms. Eggerton, and Mr. Sumrall became entitled to certain severance payments and benefits, subject to the applicable NEO's execution and non-revocation of the separation agreement, including the general release contained therein, and compliance with the terms thereof. A description of these severance payments and benefits are set forth in “—Potential Payments Upon Termination or Change in Control” below. Stock Ownership Guidelines. We believe that stock ownership aligns the interests of our executive officers with our stockholders and encourages long-term management of the Company for the benefit of its stockholders. We maintain stock ownership guidelines which apply to our senior leadership team. Under these guidelines, our senior leaders are required to acquire and maintain shares of our Common Stock having a value equal to the following multiples of their annual base salaries following the completion of a five-year phase-in period:

  35. Severance and Change in Control Arrangements

    | Position | Required Stock Ownership | | Chief Executive Officer | 3x annual base salary | | All Other Senior Officers | 1x annual base salary |

  36. Severance and Change in Control Arrangements

    Derivatives Trading, Hedging, and Pledging Policies. We have adopted an Insider Trading Compliance Policy that governs the purchase, sale, and other dispositions of the Company’s securities by directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Company. Our Insider Trading Compliance Policy provides that no employee, officer, or director may engage in any activity of the type that is designed to profit from or hedge against decreases in the value of the Company’s securities, such as short sales, trading activity designed to profit from fluctuations in the price of the Company’s securities (such as day trading and arbitrage trading), hedging transactions, and trading in puts, calls or other derivative securities. In addition, our Insider Trading Compliance Policy provides that no employee, officer, or director may pledge Company securities as collateral to secure loans. This prohibition means, among other things, that these individuals may not hold Company securities in a “margin” account, which would allow the individual to borrow against their holdings to buy securities. Equity Award Timing Policies and Practices. We do not grant equity awards in anticipation of the release of material nonpublic information and we do not time the release of material nonpublic information for the purpose of affecting the value of executive compensation. In the event material nonpublic information becomes known to the Compensation Committee before granting an equity award, the compensation committee will consider such information and use its business judgment to determine whether to delay the grant of equity to avoid any appearance of impropriety. Although we do not have a formal policy with respect to the timing of our equity award grants, the compensation committee has historically granted such awards on a predetermined annual schedule. During fiscal year 2024, we did not grant stock options or other equity awards to our NEOs during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. Clawback Policy. We maintain a mandatory clawback policy in compliance with SEC rules and Nasdaq listing standards (the “Clawback Policy”). Our Clawback Policy provides that the Company shall recover from current or former executive officers excess incentive-based compensation (i.e., incentive compensation that is granted, earned or vested based in whole or in part on the attainment of one or more financial reporting measures) in the event the Company is required to prepare an accounting restatement, unless the compensation committee determines that recovery would be impracticable. Section 409A. The compensation committee takes into account whether components of the compensation for our executive officers will be adversely impacted by the penalty tax imposed by Section 409A of the Code, and aims to structure these components to be compliant with or exempt from Section 409A to avoid such potential adverse tax consequences. Section 162(m). Section 162(m) of the Code disallows a tax deduction to public companies for compensation in excess of $1 million paid to “covered employees”, which generally includes all NEOs. While the compensation committee may take the deductibility of compensation into account when making compensation decisions, the compensation committee will award compensation that it determines to be consistent with the goals of our executive compensation program even if such compensation is not deductible by us. “Golden Parachute” Payments. Sections 280G and 4999 of the Code provide that certain executive officers and other service providers who are highly compensated or hold significant equity interests may be subject to an excise tax if they receive payments or benefits in connection with a change in control of the Company that exceeds certain prescribed limits, and that we, or a successor, may forfeit a tax deduction on the amounts subject to this additional tax. While the compensation committee may take the potential forfeiture of such tax deduction into account when making compensation decisions, it will award compensation that it determines to be consistent with the goals of our executive compensation program even if such compensation is not deductible by us. We do not provide any tax gross-ups to cover excise taxes under Section 4999 in connection with a change in control. Accounting for Share-Based Compensation. We follow Financial Accounting Standard Board Accounting Standards Codification Topic 718, (“ASC Topic 718”), for our share-based compensation awards. ASC Topic 718 requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including stock options and RSUs, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our NEOs may never realize any value from their awards.

  37. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table contains information about the compensation earned by each of our NEOs during the fiscal years ended December 31, 2024, 2023 and 2022.

  38. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($) | Total | | Travis Hess | 2024 | 254,769 | — | 3,236,124 | 423,147 | 222,932 | 30,382 | 4,167,354 | | Chief Executive Officer | | | | | | | | | | Daniel Lentz | 2024 | 398,077 | 50,000 | 575,802 | 484,290 | 202,068 | 473 | 1,710,710 | | Chief Financial Officer | 2023 | 355,865 | — | 1,000,791 | 409,911 | 143,678 | — | 1,910,245 | | Russell Klein | 2024 | 411,539 | — | 348,183 | 253,104 | 227,519 | 2,501 | 1,242,846 | | Chief Commercial Officer | 2023 | 394,231 | — | 1,326,185 | 545,647 | 208,668 | — | 2,474,731 | | | 2022 | 365,769 | 96,946 | 1,510,650 | 687,345 | — | — | 2,660,710 | | Brian Dhatt | 2024 | 411,539 | — | 374,921 | 272,546 | 189,599 | 1,833 | 1,250,438 | | Chief Technology Officer | 2023 | 394,231 | — | 707,299 | 291,013 | 173,890 | — | 1,566,433 | | | 2022 | 365,769 | 80,788 | 1,498,055 | 681,627 | — | — | 2,626,239 | | Chuck Cassidy | 2024 | 319,231 | — | 113,845 | 82,763 | 147,332 | 260 | 663,431 | | General Counsel | | | | | | | | | | Brent Bellm | 2024 | 426,677 | — | 1,071,191 | 778,710 | — | 521,625 (4) | 2,798,203 | | Former Chief Executive Officer | 2023 | 486,538 | — | 2,652,369 | 1,091,288 | 428,668 | — | 4,658,863 | | | 2022 | 469,231 | 206,860 | 4,531,970 | 2,062,057 | — | — | 7,270,118 | | Lisa Eggerton | 2024 | 293,000 | — | 214,249 | 155,760 | — | 205,657 (4) | 868,666 | | Former Chief Marketing Officer | 2023 | 342,693 | — | 627,551 | 256,981 | 150,956 | — | 1,378,181 | | | 2022 | 332,692 | 73,272 | 1,070,030 | 487,867 | — | — | 1,963,861 | | Ben Sumrall | 2024 | 230,731 | — | 214,249 | 155,760 | — | 198,356 (4) | 799,096 | | Former Chief Operating Officer | | | | | | | | |

  39. 2024 Summary Compensation Table

    (1) Amount represents the portion of the Cash Bonus payable to Mr. Lentz based on his continued employment through December 31, 2024. For more information, please see “—Cash Incentive Compensation” above. (2) Amounts reflect the full grant-date fair value of time-based and performance-based RSU awards and stock options granted during fiscal year 2024 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the NEO. With respect to performance-vesting RSUs, amounts reflect the value at the grant date based upon the probable outcome of applicable performance metrics under ASC Topic 718 (which was target performance). The value of the performance-based RSUs granted to each of our NEOs assuming maximum achievement is as follows: for Mr. Bellm $1,037,482, Mr. Hess $434,222, for Mr. Lentz $557,684, for Mr. Klein $337,202, for Mr. Dhatt $363,127, for Mr. Cassidy $110,239 for Ms. Eggerton $207,518, and for Mr. Sumrall $207,518. We provide information regarding the assumptions used to calculate the value of all RSU awards and stock option awards made to our NEOs in Note 12 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. The unvested stock options and RSUs granted to Mr. Bellm were forfeited on October 18, 2024, the date on which his employment with us ended. (3) Amounts for fiscal year 2024 represent amounts earned by our NEOs based upon the achievement of certain Company performance goals that were attained under our annual bonus program for fiscal year 2024. For more information, please see “—Cash Incentive Compensation” above. Mr. Bellm was not eligible to receive an annual bonus for 2024 following his departure. Amounts for fiscal year 2024 represents (i) with respect to Mr. Bellm, (x) cash severance in the amount of $521,054 and (y) imputed income from basic life insurance in the amount of $531, payable to Mr. Bellm pursuant to the separation agreement, (ii) with respect to Ms. Eggerton cash severance in the amount of $201,101 and (iii) with respect to Mr. Sumrall, cash severance in the amount of $193,601.

  40. Grants of Plan-Based Awards in Fiscal 2024

    Grants of Plan-Based Awards in Fiscal 2024 The following table provides information regarding all grants of plan-based awards occurring during fiscal 2024. All stock options and RSUs were awarded under the BigCommerce Holdings, Inc. 2020 Equity Incentive Plan (the “2020 Plan”).

  41. Grants of Plan-Based Awards in Fiscal 2024

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | | | | | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Minimum (#) | Threshold (#) | Target (#) | Maximum (#)(7) | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | Travis Hess | | — | 492,000 | 1,055,340 | | | | | | | | | | | 11/13/2024 | | | | — | 5,556 | 33,333 | 66,667 | | | | $217,112 | | | 6/3/2024 | | | | | | | | 360,264 | | | $3,019,012 | | | 11/13/2024 | | | | | | | | | 100,000 | $6.40 | $423,147 | | Daniel Lentz | | — | 398,550 | 683,140 | | | | | | | | | | | 3/5/2024 | | | | — | 5,688 | 34,130 | 68,260 | | | | $278,842 | | | 3/5/2024 | | | | | | | | 40,960 | | | $296,960 | | | 3/5/2024 | | | | | | | | | 92,150 | $7.25 | $418,585 | | | 11/11/2024 | | | | | | | | | 16,160(6) | $6.48 | $65,705 | | Russell Klein | | — | 257,160 | 551,608 | | | | | | | | | | | 3/5/2024 | | | | — | 3,439 | 20,637 | 41,273 | | | | $168,600 | | | 3/5/2024 | | | | | | | | 24,770 | | | $179,583 | | | 3/5/2024 | | | | | | | | | 55,720 | $7.25 | $253,104 | | Brian Dhatt | | — | 207,500 | 445,088 | | | | | | | | | | | 3/5/2024 | | | | — | 3,704 | 22,223 | 44,447 | | | | $181,563 | | | 3/5/2024 | | | | | | | | 26,670 | | | $193,358 | | | 3/5/2024 | | | | | | | | | 60,000 | $7.25 | $272,546 | | Chuck Cassidy | | — | 167,700 | 359,717 | | | | | | | | | | | 3/5/2024 | | | | — | 1,124 | 6,747 | 13,493 | | | | $55,120 | | | 3/5/2024 | | | | | | | | 8,100 | | | $58,725 | | | 3/5/2024 | | | | | | | | | 18,220 | $7.25 | $82,763 | | Brent Bellm | | — | — | — | | | | | | | | | | | 3/5/2024 | | | | — | 10,582 | 63,493 | 126,987 | | | | $518,741 | | | 3/5/2024 | | | | | | | | 76,200 | | | $552,450 | | | 3/5/2024 | | | | | | | | | 171,430 | $7.25 | $778,710 | | Lisa Eggerton | | — | — | — | | | | | | | | | | | 3/5/2024 | | | | — | 2,117 | 12,700 | 25,400 | | | | $103,759 | | | 3/5/2024 | | | | | | | | 15,240 | | | $110,490 | | | 3/5/2024 | | | | | | | | | 34,290 | $7.25 | $155,760 | | Ben Sumrall | | — | — | — | | | | | | | | | | | 3/5/2024 | | | | — | 2,117 | 12,700 | 25,400 | | | | $103,759 | | | 3/5/2024 | | | | | | | | 15,240 | | | $110,490 | | | 3/5/2024 | | | | | | | | | 34,290 | $7.25 | $155,760 |

  42. Grants of Plan-Based Awards in Fiscal 2024

    (1) Amounts reflect potential payouts under our 2024 annual bonus program. Please see the description of the annual bonus program under “—Cash Incentive Compensation” above. (2) For each NEO, the actual number of performance-based RSUs that vest will depend on achievement of specified performance objectives, subject to the applicable NEO’s continued employment through the applicable vesting date. See “—2024 Performance-Based Equity-Based Long Term Incentive Awards” above. (3) Represents RSUs which vest as to 25% of the underlying shares on each of the first four anniversaries of the applicable vesting start date, subject to the applicable NEOs continued service with the Company through the applicable vesting date. (4) Except as otherwise noted, represents stock options which vest over four years, with 25% of the shares vesting on the one-year anniversary of the applicable vesting start date, and as to the balance of the underlying shares, in 36 substantially equal monthly installments thereafter, subject to the applicable NEOs continued service with the Company through the applicable vesting date. Amounts reflect the grant-date fair value of the applicable award computed in accordance with ASC Topic 718. We provide information regarding the assumptions used to calculate these values in Note 12 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. Represents a stock option which vest as to 25% of the underlying shares on each of December 31, 2024, and March 31, 2025, and as to 50% of the underlying shares on September 30, 2025, subject to Mr. Lentz’s continued employment with the Company through the applicable vesting date. Adjusted EBITDA RSUs and revenue RSUs contain attainment levels of minimum, threshold, target, and maximum, while TSR RSUs also include an additional “stretch” attainment level, which is reflected in the “Maximum” column. See “—2024 Performance-Based Equity-Based Long Term Incentive Awards” above for vesting percentages and attainment levels of all award types.

  43. NARRATIVE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE

    NARRATIVE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE

  44. Outstanding Equity Awards at Fiscal Year-End Table

    Outstanding Equity Awards at Fiscal Year-End Table The following table summarizes the number of shares of Common Stock underlying outstanding equity incentive plan awards for each NEO as of December 31, 2024.

  45. Outstanding Equity Awards at Fiscal Year-End Table

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(2)(4) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(5) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Number of Unearned Shares or Units of Stock That Have Not Vested (#) | Market Value of Unearned Shares or Units of Stock That Have Not Vested ($)(3) | | Travis Hess | 11/13/2024 | — | 100,000 | $6.40 | 11/13/2034 | | | | | | | 6/3/2024 | | | | | 360,264 | $2,204,816 | | | | | 11/13/2024 | | | | | | | 66,666(6) | $407,996 | | | 11/13/2024 | | | | | | | 33,333(7) | $203,998 | | | 11/13/2024 | | | | | | | 5,556(8) | $34,001 | | Daniel Lentz | 2/27/2019 | 31,184 | — | 3.18 | 2/27/2029 | | | | | | | 3/13/2021 | 4,764 | 318 | 59.56 | 3/13/2031 | | | | | | | 3/8/2022 | 16,668 | 7,576 | 20.25 | 3/8/2032 | | | | | | | 3/3/2023 | 17,898 | 23,012 | 10.42 | 3/3/2033 | | | | | | | 6/30/2023 | 8,182 | 13,636 | 9.95 | 6/30/2033 | | | | | | | 3/5/2024 | — | 92,150 | 7.25 | 3/5/2034 | | | | | | | 11/11/2024 | 4,040 | 12,120 | 6.48 | 11/11/2034 | | | | | | | 3/13/2021 | | | | | 1,482 | 9,070 | | | | | 3/8/2022 | | | | | 14,142 | 86,549 | | | | | 3/3/2023 | | | | | 47,728 | 292,095 | | | | | 3/5/2024 | | | | | 25,454 | 155,778 | | | | | 3/5/2024 | | | | | 40,960 | 250,675 | | | | | 3/5/2024 | | | | | | | 68,260(6) | 417,751 | | | 3/5/2024 | | | | | | | 34,130(7) | 208,876 | | | 3/5/2024 | | | | | | | 5,688(8) | 34,813 | | Russell Klein | 9/1/2016 | 98,080 | — | 0.39 | 11/12/2025 | | | | | | | 11/7/2016 | 115,901 | — | 0.39 | 11/7/2026 | | | | | | | 12/31/2017 | 42,693 | — | 1.86 | 12/31/2027 | | | | | | | 11/30/2018 | 130,000 | — | 3.03 | 11/30/2028 | | | | | | | 3/13/2021 | 23,828 | 1,588 | 59.56 | 3/13/2031 | | | | | | | 3/8/2022 | 43,960 | 19,982 | 20.25 | 3/8/2032 | | | | | | | 3/3/2023 | 35,796 | 46,023 | 10.42 | 3/3/2033 | | | | | | | 3/5/2024 | — | 55,720 | 7.25 | 3/5/2024 | | | | | | | 3/13/2021 | | | | | 7,413 | 45,368 | | | | | 3/8/2022 | | | | | 37,300 | 228,276 | | | | | 3/3/2023 | | | | | 95,455 | 584,185 | | | | | 3/5/2024 | | | | | 24,770 | 151,592 | | | | | 3/5/2024 | | | | | | | 41,274(6) | 252,597 | | | 3/5/2024 | | | | | | | 20,637(7) | 126,298 | | | 3/5/2024 | | | | | | | 3,439(8) | 21,049 | | Brian Dhatt | 11/7/2016 | 218,747 | — | 0.39 | 11/7/2026 | | | | | | | 2/27/2018 | 48,504 | — | 1.86 | 2/27/2028 | | | | | | | 11/30/2018 | 9,929 | — | 3.03 | 11/30/2028 | | | | | | | 2/27/2019 | 29,512 | — | 3.18 | 2/27/2029 | | | | | | | 3/13/2021 | 14,295 | 953 | 59.56 | 3/13/2031 | | | | | | | 3/8/2022 | 43,594 | 19,816 | 20.25 | 3/8/2032 | | | | | | | 3/3/2023 | 19,091 | 24,546 | 10.42 | 3/3/2033 | | | | | | | 3/5/2024 | — | 60,000 | 7.25 | 3/5/2034 | | | | | | | 3/13/2021 | | | | | 4,448 | 27,222 | | | | | 3/8/2022 | | | | | 36,989 | 226,373 | | | | | 3/3/2023 | | | | | 50,909 | 311,563 | | | | | 3/5/2024 | | | | | 26,670 | 163,220 | | | | | 3/5/2024 | | | | | | | 44,448(6) | 272,022 | | | 3/5/2024 | | | | | | | 22,224(7) | 136,011 | | | 3/5/2024 | | | | | | | 3,704(8) | 22,666 | | Chuck Cassidy | 9/20/2018 | 3,500 | — | 2.70 | 9/20/2028 | | | | | | | 11/14/2019 | 4,680 | — | 3.87 | 11/14/2029 | | | | | | | 6/2/2023 | 5,792 | 9,653 | 9.33 | 6/2/2033 | | | | | | | 3/5/2024 | — | 18,220 | 7.25 | 3/5/2034 | | | | | | | 9/17/2021 | | | | | 506 | 3,097 | | | | | 9/21/2022 | | | | | 2,305 | 14,107 | | | | | 4/14/2023 | | | | | 9,545 | 58,415 | | | | | 6/2/2023 | | | | | 18,019 | 110,276 | | | | | 3/5/2024 | | | | | 8,100 | 49,572 | | |

  46. Outstanding Equity Awards at Fiscal Year-End Table

    | | 3/5/2024 | | | | | | | 13,494(6) | 82,583 | | | 3/5/2024 | | | | | | | 6,747(7) | 41,292 | | | 3/5/2024 | | | | | | | 1,124(8) | 6,881 | | Brent Bellm | 11/30/2018 | 900,000 | — | 3.03 | 4/16/2025 | | | | | | | 3/13/2021 | 56,163 | 6,531 | 59.56 | 3/13/2031 | | | | | | | 3/8/2022 | 119,893 | 71,935 | 20.25 | 3/8/2032 | | | | | | | 3/3/2023 | 61,364 | 102,273 | 10.42 | 3/3/2033 | | | | | | | 3/5/2024 | — | 171,430 | 7.25 | 3/5/2034 | | | | | | | 3/13/2021 | | | | | 18,286 | 111,910 | | | | | 3/8/2022 | | | | | 111,900 | 684,828 | | | | | 3/3/2023 | | | | | 190,909 | 1,168,363 | | | | | 3/5/2024 | | | | | 76,200 | 466,344 | | | | | 3/5/2024 | | | | | | | 126,986(6) | 777,154 | | | 3/5/2024 | | | | | | | 63,493(7) | 388,577 | | | 3/5/2024 | | | | | | | 10,582(8) | 64,764 |

  47. Outstanding Equity Awards at Fiscal Year-End Table

    Under the terms of the BigCommerce Holdings, Inc. 2013 Equity Incentive Plan , the option exercise price shall not be less than the fair market value of a share of our Common Stock on the effective date of grant of the option. Except with respect to the option awards granted on March 13, 2021 (as described in Note 4 below) and March 8, 2022 (as described in Note 5 below), the NEOs’ options set forth in the table above are immediately exercisable upon grant as to the underlying shares of Common Stock and, to the extent such shares are exercised and unvested as of the NEO’s termination of service, such exercised and unvested shares are subject to a right of repurchase by us upon the NEO’s termination of service. With respect to such options, this column reflects the number of shares subject to options that were exercisable and vested as of December 31, 2024. (2) Under the terms of the 2020 Plan, the option exercise price must be greater than or equal to 100% of the closing price of a share of our Common Stock on the date of grant. Except with respect to the option awards granted on March 13, 2021 (as described in Note 4 below) and March 8, 2022 (as described in Note 5 below), the NEOs’ options set forth in the table above are immediately exercisable upon grant as to the underlying shares of Common Stock and, to the extent such shares are exercised and unvested as of the NEO’s termination of service, such exercised and unvested shares are subject to a right of repurchase by us upon the NEO’s termination of service. With respect to such options, this column reflects the number of shares subject to options that were exercisable and unvested as of December 31, 2024. (3) Amounts are calculated based on multiplying the number of shares shown in the table by the per share closing price of our Common Stock on December 31, 2024, which was $6.12. (4) Represents an option that vested as to 25% of the underlying shares and vested or vests with respect to 1/48th of the shares in substantially equal monthly installments over the following 36 months, subject to the NEO’s continued service through each such vesting date. (5) Represents RSUs vesting with respect to 25% of the underlying shares in substantially equal annual installments on each of the first four anniversaries subject to the NEO’s continued service through each such vesting date. (6) Represents performance-based RSUs that are eligible to vest based on achievement of applicable adjusted EBITDA performance metrics following completion of performance period ending December 31, 2026, subject to the NEOs continued service through such vesting date. (7) Represents performance-based RSUs that are eligible to vest based on achievement of applicable revenue performance metrics following completion of performance period ending December 31, 2026, subject to the NEOs continued service through such vesting date. Represents performance-based RSUs that are eligible to vest based on achievement of applicable TSR performance metrics following completion of performance period ending December 31, 2026, subject to the NEOs continued service through such vesting date.

  48. Option Exercises and Stock Vested in Fiscal 2024

    Option Exercises and Stock Vested in Fiscal 2024

  49. Option Exercises and Stock Vested in Fiscal 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2) ($) | | Travis Hess | — | — | — | — | | Daniel Lentz | — | — | 41,649 | 323,042 | | Russell Klein | — | — | 83,557 | 645,966 | | Brian Dhatt | — | — | 55,317 | 426,191 | | Chuck Cassidy | — | — | 11,097 | 84,670 | | Brent Bellm | — | — | 214,903 | 1,670,004 | | Lisa Eggerton | 66,244 | $294,069 | 46,136 | 346,902 | | Ben Sumrall | 16,671 | $26,141 | 29,066 | 226,968 |

  50. Option Exercises and Stock Vested in Fiscal 2024

    (1) Amounts are calculated by multiplying the number of shares as to which the option was exercised by the market price of the shares on the exercise date, net of the exercise price. (2) Amounts are calculated by multiplying the number of shares vested by our closing stock price on the vesting date.

  51. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  52. Estimated Potential Payments

    Estimated Potential Payments The following table summarizes the payments that would be made to our NEOs (other than Messrs. Bellm and Sumrall and Ms. Eggerton, who ceased employment with us in October 2024, August 2024 and September 2024, respectively, and received the separation payments and benefits described above) upon the occurrence of certain qualifying terminations of employment or a change in control, in any case, occurring on December 31, 2024. Amounts shown do not include (i) accrued but unpaid base salary through the date of termination or (ii) other benefits earned or accrued by the NEO during his employment that are available to all salaried employees, such as accrued vacation.

  53. Estimated Potential Payments

    | Name | Benefit (1) | Termination Without Cause or (as applicable) for Good Reason (no Change in Control) ($) | Change in Control (no Termination) ($) | Termination Without Cause or for Good Reason in Connection with a Change in Control ($) | | Travis Hess | Cash | 230,000 | 0 | 460,000 | | | Equity Acceleration | 0 | 0 | 2,816,816 | | | Continued Healthcare | 5,324 | 0 | 10,648 | | | Total | 235,324 | 0 | 3,287,464 | | Daniel Lentz | Cash | 202,500 | 0 | 405,000 | | | Equity Acceleration | 0 | 0 | 1,420,795 | | | Continued Healthcare | 6,373 | 0 | 12,746 | | | Total | 208,873 | 0 | 1,838,541 | | Russell Klein | Cash | 207,500 | 0 | 415,000 | | | Equity Acceleration | 0 | 0 | 1,388,310 | | | Continued Healthcare | 4,280 | 0 | 8,560 | | | Total | 211,780 | 0 | 1,811,870 | | Brian Dhatt | Cash | 207,500 | 0 | 415,000 | | | Equity Acceleration | 0 | 0 | 1,136,398 | | | Continued Healthcare | 4,064 | 0 | 8,127 | | | Total | 211,564 | 0 | 1,559,525 | | Chuck Cassidy | Cash | 162,500 | 0 | 325,000 | | | Equity Acceleration | 0 | 0 | 359,336 | | | Continued Healthcare | 2,919 | 0 | 5,838 | | | Total | 165,419 | 0 | 690,174 |

  54. Estimated Potential Payments

    The value of equity acceleration was calculated by multiplying the number of accelerated shares of Common Stock underlying the applicable equity award by $6.12, the closing price of our Common Stock on December 31, 2024 and, (i) with respect to equity awards in the form of stock options, subtracting the exercise price thereof and (y) with respect to performance-vesting awards, assuming that performance conditions continuing to affect the vesting of awards are satisfied at target as of the date of the applicable triggering event.

  55. 2024 DIRECTOR COMPENSATION

    2024 DIRECTOR COMPENSATION The following table provides compensation information for fiscal year 2024 for each non-employee member of our Board. Our investor-affiliated Board members, Messrs. Bohn and Richards, did not receive compensation for Board or committee service.

  56. 2024 DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Donald E. Clarke | — | 286,754(3) | — | — | — | — | 286,754 | | Sally Gilligan | — | 275,997(4) | | | | | 275,997 | | Satish Malhotra | — | 273,307(5) | — | — | — | — | 273,307 | | Ellen Siminoff | 200,000(6) | 268,015(7) | 760,371(8) | — | — | — | 1,228,386 |

  57. 2024 DIRECTOR COMPENSATION

    (1) Each non-employee director elected to receive his or her Board and committee retainers in the form of RSU awards in lieu of cash. (2) Board and committee retainers were earned quarterly and paid in the form of RSU awards on May 16, 2024, August 14, 2024, November 21, 2024, and February 27, 2025 (in respect of retainers earned during the first, second, third and fourth quarters of 2024, respectively). To determine the number of RSUs granted in lieu of any quarterly cash retainer, we divided the aggregate retainer earned for the applicable quarter by the average closing price per share of our Common Stock over the thirty consecutive trading days ending on the last business day prior to the applicable RSU grant date. Amounts reported in this column reflect the full grant-date fair value of the RSU awards granted during 2024 granted in lieu of Board and committee retainers earned during 2024, in each case, computed in accordance with ASC Topic 718. We provide information regarding the assumptions used to calculate the value of all RSU awards granted in Note 12 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. For additional information regarding the RSU awards granted in lieu of Board and Committee retainers, please see Notes (3), (4), (5), (6) and (7) below. (3) Represents the sum of (i) $59,128, which is the sum of the grant-date fair value of the RSUs granted in lieu of Board and committee retainers earned during 2024 and (ii) $227,626, which is the grant-date fair value of the annual RSU grant made to Mr. Clarke on May 16, 2024. The annual RSU grant vests in full on the 1-year anniversary of the applicable grant date, subject to Mr. Clarke’s continued service through such date. (4) Represents the sum of (i) $48,371, which is the sum of the grant-date fair value of the RSUs granted in lieu of Board and committee retainers earned during 2024 and (ii) $227,626, which is the grant-date fair value of the annual RSU grant made to Ms. Gilligan on May 16, 2024. The annual RSU grant vests in full on the 1-year anniversary of the applicable grant date, subject to Ms. Gilligan’s continued service through such date. (5) Represents the sum of (i) $45,681, which is the sum of the grant-date fair value of the RSUs granted in lieu of Board and committee retainers earned during 2024 and (ii) $227,626, which is the grant-date fair value of the annual RSU grant made to Mr. Malhotra on May 16, 2024. The annual RSU grant vests in full on the 1-year anniversary of the applicable grant date, subject to Mr. Malhotra’s continued service through such date. (6) Represents a one-time cash amount payable in connection with Ms. Siminoff’s appointment as Executive Chair effective as of October 1, 2024. (7) Represents the sum of (i) $40,390, which is the sum of the grant-date fair value of the RSUs granted in lieu of Board and committee retainers earned during 2024 and (ii) $227,625, which is the grant-date fair value of the annual RSU grant made to Ms. Siminoff on May 16, 2024. The annual RSU grant vests in full on the 1-year anniversary of the applicable grant date, subject to Ms. Siminoff’s continued service through such date. Represents an option to purchase 190,000 shares of our Common Stock, granted in connection with Ms. Siminoff’s appointment as Executive Chair, which vested or vests as to 1/12th of the shares subject thereto on each monthly anniversary of October 1, 2024, subject to Ms. Siminoff’s continuous service through the applicable vesting date. The table below shows the aggregate numbers of shares underlying option awards (exercisable and unexercisable) and unvested stock awards held as of December 31, 2024 by each non-employee director and Ms. Siminoff, our Executive Chair. Neither Messrs. Bohn nor Richards hold Company option or stock awards.

  58. 2024 DIRECTOR COMPENSATION

    | Name | Option Awards Outstanding at 2024 Fiscal Year End | Unvested Stock Awards Outstanding at 2024 Fiscal Year End | | Donald E. Clarke | — | 28,777 | | Sally Gilligan | — | 28,777 | | Satish Malhotra | — | 28,777 | | Ellen Siminoff | 190,000 | 28,777 |

  59. Non-Employee Director Compensation Program

    Non-Employee Director Compensation Program We maintain a compensation program for our non-employee non-investor-affiliated directors under which each non-employee non-investor-affiliated director receives the following amounts for their service on the Board: • an annual cash retainer of $35,000; • an additional annual cash retainer of $10,000 for the Chairman of the Board (who is currently ineligible to receive this payment due to his service as our Chief Executive Officer and President) and $20,000 for the Lead Independent Director; • an annual cash retainer of $20,000 for the Chair of the audit committee, $15,000 for the Chair of the compensation committee, and $8,000 for the Chair of the nominating and corporate governance committee; • an annual cash retainer of $10,000 for each member of the audit committee, $7,500 for each member of the compensation committee, and $4,000 for each member of the Nominating and corporate governance committee; and • an annual equity award with an approximate value of $181,300 in the form of RSUs, which vest in full on the one-year anniversary of the applicable vesting commencement date, subject to the director’s continuous service with us through the applicable vesting date. Director fees under the program are payable in arrears in four equal quarterly installments, provided that the amount of each payment is prorated for any portion of a quarter that a director is not serving on our Board. In 2024, all eligible directors elected to receive their annual cash retainers in the form of RSUs; accordingly, all 2024 director compensation was paid in the form of RSU awards in lieu of cash.

  60. CEO PAY RATIO

    CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information regarding the ratio of the annual total compensation of our median employee to the annual total compensation of our Chief Executive Officer (our “CEO”). We experienced a CEO transition effective October 1, 2024 and, as permitted by Item 402(u), for purposes of calculating our 2024 pay ratio, we used the annualized total 2024 compensation of Mr. Hess, who was the CEO serving in such position on the date we identified our median employee. We consider the pay ratio specified below to be a reasonable estimate, calculated in a manner that is intended to be consistent with the requirements of Item 402(u) of Regulation S-K. For 2024, the annual total compensation of the employee who represents our median compensated employee (other than our CEO) was $104,145. The annualized total compensation of Mr. Hess for 2024 was $4,609,653. Based on this information, for 2024, the annual total compensation of our CEO was approximately 44 times the median of the annual total compensation of all of our employees (other than the CEO). We believe the pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. The Company used our employee population data as of December 31, 2024 as the reference date for identifying our median employee. As of such date, our employee population consisted of approximately 1,163 individuals. To identify the median employee from our employee population, we used target cash compensation, which was defined as annualized base salary/hourly wages plus any target bonuses or commissions. In identifying the median employee, we assumed standard working hours for hourly employees and converted all non-US employee compensation to USD using the currency exchange rate as of December 31, 2024. With respect to the annual total compensation of the employee who represents our median compensated employee, we calculated such employee’s compensation for 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. With respect to the annual total compensation of our CEO, in accordance with SEC rules, we elected to use the annualized annual total compensation of our CEO who was serving as our PEO on December 31, 2024.

  61. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the following table sets forth information regarding compensation for our Chief Executive Officer (referred to in this discussion as our principal executive officer (or “PEO”) and our NEOs other than our PEO (our “Non-PEO NEOs”) and Company performance for the fiscal years listed below.

  62. PAY VERSUS PERFORMANCE

    | | Summary Compensation Table Total for PEO 1 | Summary Compensation Table Total for PEO 2 | Compensation Actually Paid to PEO 1 | Compensation Actually Paid to PEO 2 | Average Summary Compensation Table Total for Non- | Average Compensation Actually Paid to Non-PEO | Value of Initial Fixed $100 Investment based on:4 | | | | | Year | (Bellm)¹ ($) | (Hess)¹ ($) | (Bellm)¹˒²˒³ ($) | (Hess) ¹˒²˒³ ($) | PEO NEOs¹ ($) | NEOs¹˒²˒³ ($) | TSR ($) | Peer Group TSR($) | Net Income ($ Millions) | Revenue ($ Millions)⁵ | | (a) | (b) | | (c) | | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | 2,798,203 | 4,167,354 | 467,999 | 3,470,219 | 1,089,198 | 272,842 | 8.47 | 234.25 | (27) | 333 | | 2023 | 4,658,863 | | 4,542,772 | | 2,077,737 | 1,624,413 | 13.46 | 171.79 | (65) | 309 | | 2022 | 7,270,118 | | (7,575,979) | | 2,487,512 | (1,565,981) | 12.09 | 103.19 | (140) | 279 | | 2021 | 7,387,604 | | (9,728,745) | | 2,739,562 | (824,148) | 48.94 | 160.67 | (77) | 220 | | 2020 | 6,308,108 | | 54,956,192 | | 2,524,420 | 16,380,993 | 88.76 | 116.55 | (38) | 152 |

  63. PAY VERSUS PERFORMANCE

    (1) Brent Bellm was our PEO for 2020 through October 1, 2024 and Travis Hess was our PEO for October 1, 2024 through December 31, 2024. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  64. PAY VERSUS PERFORMANCE

    | 2020 | 2021 | 2022 | 2023 | 2024 | | Robert Alvarez | Robert Alvarez | Robert Alvarez | Robert Alvarez | Daniel Lentz | | Russell Klein | Russell Klein | Russell Klein | Daniel Lentz | Russell Klein | | | Brian Dhatt | Brian Dhatt | Russell Klein | Brian Dhatt | | | Robert Kaloustian | Lisa Eggerton | Brian Dhatt | Chuck Cassidy | | | | | Marc Ostryniec | Lisa Eggerton | | | | | Steven Chung | Ben Sumrall |

  65. PAY VERSUS PERFORMANCE

    (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the PEO or Non-PEO NEOs. These amounts reflect the total compensation reported in the Summary Compensation Table for the applicable year, with certain adjustments as described in footnote 3 below. (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718 based on the closing price per share on the applicable year-end date(s) or, in the case of vesting dates, the closing price per share on the applicable vesting date(s). For additional information on the assumptions used to calculate the valuation of the awards, see the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the applicable fiscal year. Amounts in the Exclusion of Stock Awards and Option Awards column of the tables below are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table.

  66. PAY VERSUS PERFORMANCE

    | | PEO 1 (Bellm) | PEO 2 (Hess) | Average for Non-PEO NEOs | | Summary Compensation Total | $2,798,203 | $4,167,354 | $1,089,198 | | - Change in Pension Value and Above Market Non-Qualified Deferred Compensation | 0 | 0 | 0 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (1,849,901) | (3,659,271) | (540,912) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 1,791,839 | 2,962,136 | 401,275 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | (1,660,630) | 0 | (291,642) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | 0 | 0 | 2,472 | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | (611,512) | 0 | (144,274) | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | 0 | 0 | (243,275) | | + Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | 0 | 0 | 0 | | Compensation Actually Paid | $467,999 | $3,470,219 | $272,842 |

  67. PAY VERSUS PERFORMANCE

    Represents the cumulative total shareholder return (“Peer Group TSR”) of the NASDAQ Computer Index, which we also utilize in the stock performance graph required by Item 201(e)(ii) of Regulation S-K included in our Annual Report for the year ended December 31, 2024. The comparison assumes an initial fixed $100 investment for the period starting at the close of trading on August 5, 2020, the Company’s first trading day, through the end of the listed year in the Company and in the NASDAQ Computer Index, respectively, assuming that all dividends (if any) were reinvested. (2) Revenue is a GAAP measure.

  68. Narrative Disclosure to Pay Versus Performance Table

    Narrative Disclosure to Pay Versus Performance Table Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the cumulative TSR over the five most recently completed fiscal years for the Company and the NASDAQ Computer Index. TSR values begin with and are indexed to close of trading on August 5, 2020, the date of the Company’s first trading day. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the five most recently completed fiscal years. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company-Selected Measure The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our revenue during the five most recently completed fiscal years. Tabular List of Most Important Financial Performance Measures The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and Non-PEO NEOs for 2024 to Company performance. The measures in this table are not ranked in order of importance. Revenue Adjusted EBITDA Annual revenue run-rate growth For additional details regarding our most important financial performance measures, please see the sections titled “2024 Compensation Highlights” and “Cash Incentive Compensation” in our Compensation Discussion and Analysis (CD&A) elsewhere in this Proxy Statement.