Chuck Cassidy
BIGCAbout Chuck Cassidy
Chuck Cassidy is General Counsel and Secretary of BigCommerce (BIGC), serving in the role since June 2023; he is 37 years old and holds a BBA in Real Estate Finance from Southern Methodist University and a J.D. from The University of Texas School of Law . Company performance context for 2024: revenue was $333 million, GAAP net loss was approximately $(27) million, and company TSR (value of a $100 initial investment) was 8.47 versus 234.25 for the peer group; these results underpinned annual bonus funding at ~92% of target based on revenue growth (7.6% vs 8.6% target), subscription ARR run-rate growth (3.2% vs 9.8% target), and adjusted EBITDA ($23.5m vs $16.9m target) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BigCommerce | General Counsel, Secretary | Jun 2023–present | Company’s chief legal officer; designated corporate secretary . |
| BigCommerce | VP & Associate General Counsel | Mar 2023–Jun 2023 | Senior legal leadership prior to GC appointment . |
| BigCommerce | Associate General Counsel | Sep 2021–Mar 2023 | Corporate legal leadership . |
| BigCommerce | Assistant General Counsel | Sep 2019–Sep 2021 | Corporate counsel responsibilities . |
| BigCommerce | Senior Legal Counsel | Nov 2017–Sep 2019 | Corporate legal support . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vinson & Elkins | Associate | Oct 2013–Oct 2017 | Training and experience in corporate/securities law . |
Fixed Compensation
| Year | Base Salary (Annualized) | Base Salary Paid | Target Bonus % of Salary |
|---|---|---|---|
| 2024 | $320,274 | $319,231 | 50% |
Performance Compensation
- 2024 Annual Bonus Plan: Weightings and outcomes shown below. Aggregate achievement was ~92% of target for 2024 .
| Metric | Weight | Target | Actual | Payout vs Target |
|---|---|---|---|---|
| Revenue Growth Rate | 33.33% | 8.6% | 7.6% | 76% |
| Subscription ARR Run-Rate Growth | 33.33% | 9.8% | 3.2% | 0% |
| Adjusted EBITDA | 33.33% | $16.9m | $23.5m | 200% |
| Total (Plan Funding) | — | — | — | ~92% |
- 2024 Summary Compensation (Cassidy): Salary $319,231; Stock awards $113,845; Option awards $82,763; Non-equity incentive (annual bonus) $147,332; All other $260; Total $663,431 .
| Component (USD) | 2024 |
|---|---|
| Salary | $319,231 |
| Stock Awards (RSUs/PSUs, grant-date fair value) | $113,845 |
| Option Awards (grant-date fair value) | $82,763 |
| Non-Equity Incentive Plan Compensation | $147,332 |
| All Other Compensation | $260 |
| Total | $663,431 |
Equity Awards and Vesting
- 2024 Grants (Plan-Based and Equity Mix): Time-vesting RSUs vest 25% annually over 4 years; options vest 25% after 1 year then monthly over 36 months; performance-based RSUs include adjusted EBITDA, revenue (both with annual tranches over 2024–2026), and TSR PSUs (three-year performance to 2026) .
| Grant Date | Instrument | Shares/Units | Exercise Price | Grant-Date Fair Value | Vesting Mechanics |
|---|---|---|---|---|---|
| 03/05/2024 | Performance RSUs (target) | 6,747 | — | $55,120 (equity incentive total) | EBITDA and Revenue PSUs with annual tranches (0–200% each year); TSR PSUs cliff at end of 2026 . |
| 03/05/2024 | Time-based RSUs | 8,100 | — | $58,725 | 25% on each of first four anniversaries . |
| 03/05/2024 | Stock Options | 18,220 | $7.25 | $82,763 | 25% after 1 year; remainder monthly over 36 months . |
- 2024 Performance-based RSU Outcomes (first-year tranches): Adjusted EBITDA tranche vested at 200% of target; Revenue tranche vested at 89% of target; TSR PSUs vest at end of 2026 with relative TSR scale and absolute TSR cap at 100% if negative .
| PSU Type | 2024 Vesting % of Target | Notes |
|---|---|---|
| Adjusted EBITDA PSUs | 200% | Based on $23.547m adjusted EBITDA . |
| Revenue PSUs | 89% | Based on $332.927m revenue . |
| TSR PSUs | n/a (cliff at end of 2026) | 0–200% vs Russell 2000; absolute TSR negative caps at 100% . |
Outstanding Equity (as of 12/31/2024)
- Options and RSUs by grant, with market values computed at $6.12/share per proxy methodology .
| Grant Date | Options Exercisable | Options Unexercisable | Exercise Price | Expiration | Unvested RSUs (#) | Market Value of Unvested RSUs |
|---|---|---|---|---|---|---|
| 09/20/2018 | 3,500 | — | $2.70 | 09/20/2028 | — | — |
| 11/14/2019 | 4,680 | — | $3.87 | 11/14/2029 | — | — |
| 06/02/2023 | 5,792 | 9,653 | $9.33 | 06/02/2033 | 18,019 | $110,276 |
| 03/05/2024 | — | 18,220 | $7.25 | 03/05/2034 | 8,100 | $49,572 |
| Prior RSUs | — | — | — | — | 506; 2,305; 9,545 | $3,097; $14,107; $58,415 |
- Options moneyness indicator at 12/31/2024: $6.12 stock price used for proxy estimates; options with $2.70 and $3.87 strikes were in-the-money, while ~$9.33 and $7.25 strikes were out-of/near-the-money at that date .
Option Exercises and Stock Vested (2024)
| Category | Shares | Value Realized |
|---|---|---|
| Options Exercised | 0 | $0 |
| RSUs Vested | 11,097 | $84,670 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 56,672 shares; less than 1% of outstanding as of Mar 25, 2025 . |
| Includes Options Exercisable within 60 Days | 20,895 shares via options exercisable within 60 days of record date . |
| Ownership Guidelines | Senior officers required to hold 1x annual base salary; 5-year phase-in . |
| Hedging/Pledging | Prohibited: no hedging, no pledging, no margin accounts . |
| Vested vs Unvested | See outstanding awards table above for unvested RSUs and unexercisable options . |
Employment Terms
| Term | Detail |
|---|---|
| Offer Letter | June 10, 2023; at-will; 2024 base salary set at $325,000; target bonus eligibility . |
| Restrictive Covenants | Standard Proprietary Information and Inventions Agreement with confidentiality, non-compete, and non-solicitation restrictions . |
| Severance (outside CIC) | 6 months’ base salary and 6 months’ company-paid healthcare premiums, payable over 3 months, upon qualifying termination (without cause/for good reason) . |
| CIC Protection Window | 3 months before to 12 months after a change in control for severance/equity terms applicable to Cassidy . |
| Severance (CIC-related) | 12 months’ base salary and 12 months’ healthcare, payable over 3 months; unvested time-based equity accelerates in full (double-trigger) . |
| Estimated Potential Payments (12/31/2024) | No CIC/termination: —; Termination without cause/for good reason (no CIC): cash $162,500; healthcare $2,919; equity acceleration $0; total $165,419. CIC without termination: $0. Termination in connection with CIC: cash $325,000; healthcare $5,838; equity acceleration $359,336; total $690,174 . |
| Clawback | Mandatory clawback policy compliant with SEC/Nasdaq; recovery of excess incentive-based compensation upon restatement; no Section 4999 excise tax gross-ups . |
Additional Context on 2024 Pay Mix and LTI Design
- 2024 equity mix for NEOs (excluding special CEO grants): 70% RSUs (51% time-based; 19% performance-based) and 30% stock options; PSUs vest based on adjusted EBITDA, revenue, and relative TSR to Russell 2000 (0–200%) with absolute TSR cap .
- Base salaries and target bonuses positioned between 25th–50th percentile; emphasis on at-risk, performance-based compensation; no significant perquisites, no SERP, no tax gross-ups, no hedging/pledging .
Investment Implications
- Alignment and incentives: Cassidy’s pay has meaningful at-risk components with PSUs tied to adjusted EBITDA, revenue, and relative TSR; 2024 outcomes (200% EBITDA tranche; 89% revenue tranche; ~92% annual bonus funding) indicate pay-for-performance linkage to financial execution .
- Retention risk and change-in-control economics: Outside CIC, severance is 6 months salary/benefits; in CIC window, severance doubles to 12 months and time-based equity accelerates (double-trigger), with estimated CIC termination package valued at ~$690k as of 12/31/24—moderate protection that can stabilize leadership through strategic events without excessive payouts .
- Insider selling pressure and ownership: Beneficial ownership is modest at 56,672 shares (<1%), with ongoing four-year RSU and option vesting schedules that could create periodic liquidity events; policy bans hedging and pledging, reducing misalignment risk; limited in-the-money options at year-end 2024 also temper near-term incentive to exercise/sell .
- Execution risk: Company performance highlights for 2024 show revenue of $333m and GAAP net loss of $(27)m, with TSR lagging the peer group’s index value—placing a premium on meeting multi-year PSU metrics (including TSR) to realize full awards; Cassidy’s legal leadership through governance, transactions, and compliance (e.g., signing key 8-Ks) supports continuity amid executive transitions in 2024–2025 .