Commerce.com, Inc.
For the period ended Apr 2, 2025. Filed Apr 2, 2025.
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Apr 2, 2025 · Filed Apr 2, 2025
Contents
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.
| SummaryCompensationTable Totalfor PEO 1 · SummaryCompensationTable Totalfor PEO 2 · CompensationActually Paidto PEO 1 · CompensationActually Paidto PEO 2 · AverageSummaryCompensationTable Totalfor Non- · AverageCompensationActually Paidto Non-PEO · Value of Initial Fixed $100Investment based on:4 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year · (Bellm)¹($) · (Hess)¹($) · (Bellm)¹˒²˒³($) · (Hess) ¹˒²˒³($) · PEO NEOs¹($) · NEOs¹˒²˒³($) · TSR($) · Peer GroupTSR($) · Net Income($ 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 | |||||||||
(1)
Brent Bellm was our PEO for 2020 through October 1, 2024 and Travis Hesswas our PEO for October 1, 2024 through December 31, 2024. The individuals comprising the Non-PEO NEOs for each year presented are listed below.
| 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 | |||
(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.
| PEO 1 (Bellm) | PEO 2 (Hess) | Average forNon-PEONEOs | |
|---|---|---|---|
| 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 |
(1)
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)
Revenueis a GAAP measure.
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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.