Donald E. Clarke

About Donald E. Clarke

Donald E. Clarke, age 65, has served as an independent director of BigCommerce Holdings, Inc. since December 2016 and is the Audit Committee Chair and a member of the Compensation Committee. He is a former CFO (Plex Systems, Eloqua, Cloakware, Visual Networks) and interim CEO (Plex Systems) with a B.S. in Accounting from Virginia Tech and membership in the AICPA, and is designated by the Board as an “audit committee financial expert.” He was determined independent under Nasdaq rules; the Board met 14 times in 2024 with at least 75% attendance for all directors and full attendance at the annual meeting .

Past Roles

External Roles

Board Governance

• Independence: Clarke is independent under Nasdaq rules; all audit, compensation, and nominating committee members are independent .
• Committee assignments and chairs:
  • Audit Committee (Chair; financial expert designation)
  • Compensation Committee (Member)
• Board leadership: Lead Independent Director is Jeff Richards; Executive Chair role established Oct 2024 .
• Attendance:
  • Board met 14 times in 2024; each director attended ≥75% of Board and committee meetings; all attended the annual meeting .
• Risk oversight: Audit oversees accounting, reporting, privacy/cybersecurity; Compensation oversees executive comp and human capital; Nominating oversees independence/conflicts .

Fixed Compensation

• Program structure (non-employee directors):
  • Annual cash retainer: $35,000; Audit Chair $20,000; Compensation Chair $15,000; Nominating Chair $8,000; Audit member $10,000; Compensation member $7,500; Nominating member $4,000; Lead Independent Director $20,000; annual RSU grant ~ $181,300 vesting in one year .
  • In 2024, eligible directors elected to receive all cash retainers in RSUs; quarterly RSUs granted May 16, 2024; Aug 14, 2024; Nov 21, 2024; Feb 27, 2025 based on 30-day average price .
• Clarke’s 2024 director compensation:
  • RSUs in lieu of retainers: $59,128; Annual RSU grant (May 16, 2024): $227,626; Total: $286,754 .
• Outstanding awards at FY-end: Unvested stock awards 28,777; no option awards outstanding .

Performance Compensation

• Directors do not receive performance-based equity or bonus metrics; director RSUs are time-vesting only (annual grant vests in one year; quarterly RSUs in lieu of fees) .

No director-specific performance metrics (e.g., TSR/EBITDA) are used for non-employee director compensation at BIGC; equity grants vest by time, not performance .

Other Directorships & Interlocks

• Related-party transaction governance: BIGC has a related-party transaction policy; Audit Committee reviews/approves any transactions >$120,000 with “related persons,” excluding Item 404 exceptions; conflicted committee members recuse .
• No specific related-party transactions involving Clarke are disclosed in the 2025 proxy; policy oversight framework in place .

Expertise & Qualifications

• Financial expertise: Audit Committee Financial Expert designation; deep CFO background in SaaS/technology .
• Education/professional: B.S. Accounting (Virginia Tech); AICPA member .
• Board skills recognized by Nominating Committee include finance, strategy, SaaS industry experience, independence, judgment; independence affirmed .

Equity Ownership

• Hedging/pledging: BIGC policy prohibits hedging and pledging by directors; no pledges permitted, including margin accounts .

Insider Trades (Form 4)

Governance Assessment

• Board effectiveness: Clarke brings deep public-company CFO and audit expertise; as Audit Chair and financial expert, he strengthens oversight of reporting, controls, and cybersecurity risk. Attendance and independence disclosures support engagement and effective governance .
• Compensation alignment: Clarke elected to take retainers entirely in RSUs, enhancing ownership alignment; standard annual RSU grant vests in one year, reinforcing equity-based alignment without short-term meeting fees .
• Ownership and alignment: Beneficial ownership of 232,105 shares, including family/ trust holdings; unvested director RSUs outstanding; company prohibits hedging/pledging, reducing misalignment risk .
• Conflicts/related-party exposure: Audit Committee-led related-party policy in place; no disclosed related-party transactions involving Clarke in 2024/2025 proxy; Aon performed insurance services while serving as compensation consultant, but committee evaluated and determined independence (note: Clarke is on Compensation Committee but consultant independence was affirmed) .
• Signals for investor confidence:
  • Positive: Independent status; Audit Chair designation; robust attendance; RSU-only retainers; anti-hedging/pledging; clear clawback policy applicable to executives (broader governance posture) .
  • Watch items: Consultant multi-service relationship (Aon) requires continued monitoring even though independence was determined; continued transparency on any interlocks with other boards (e.g., Alarm.com) advisable .
• RED FLAGS: None explicitly disclosed for Clarke (no pledging, no related-party transactions, no attendance issues) .