Ellen Siminoff
BIGCAbout Ellen F. Siminoff
Ellen F. Siminoff, 57, has served on BigCommerce’s board since February 2020 and became Executive Chair in October 2024. She is a long-tenured media and technology executive, a founding executive at Yahoo! (1996–2002), and holds an A.B. in Economics from Princeton and an M.B.A. from Stanford GSB . Her current role focuses on board leadership and strategic oversight alongside the CEO, with a clear separation of duties between governance and day-to-day operations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yahoo! | Founding Executive | Feb 1996 – Feb 2002 | Early-stage leadership shaping online media and commerce strategy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Take-Two Interactive (via Zynga) | Director | Since May 2022 (Zynga since Jun 2012) | Joined Take-Two board post Zynga combination |
| Follett Corporation | Director | Since Aug 2022 | K-12 solutions partner |
| Verifone | Director | Since Mar 2021 | Global payments platform |
| Hoover Institution (Stanford) | Board of Overseers | Since Sept 2022 | Academic governance |
| Prior: Shmoop University; SolarWinds; Discovery Education; Mozilla; Princeton President’s Advisory Committee | Director/Advisor | Various | Historical board/committee experience |
Board Governance
- Classification and tenure: Class III director; term expires at the 2026 annual meeting; designated Executive Chair since Oct 2024 .
- Independence: BigCommerce’s board determined five of seven directors are independent; Ms. Siminoff is not independent given her Executive Chair (employee) status .
- Committee assignments: None; Ms. Siminoff does not serve on audit, compensation, or nominating and governance committees; current committee composition excludes her .
- Attendance and engagement: Board met 14 times in 2024; each member attended ≥75% of board/committee meetings; all directors attended the 2024 annual meeting .
- Leadership structure: Executive Chair role provides governance and strategic oversight; CEO leads operations; Jeff Richards serves as Lead Independent Director (agenda approval and liaison) .
- Risk oversight: Audit oversees accounting/financial reporting/privacy/cybersecurity; Compensation oversees comp and HCM; Nominating oversees independence and conflicts .
Fixed Compensation
| Component | Amount | Terms |
|---|---|---|
| Executive Chair cash | $200,000 | One-time cash amount paid upon appointment effective Oct 1, 2024 |
| Annual RSU grant | $227,625 | Vests in full on 1-year anniversary of 5/16/2024 grant |
| RSUs in lieu of retainers | $40,390 | Directors elected RSUs instead of cash retainers (quarterly grants across 2024) |
| Option award | $760,371 fair value | 190,000 shares; vests 1/12 monthly from Oct 1, 2024, subject to continuous service |
Non-employee director program provides cash retainers for board/committee roles and an annual RSU (~$181,300) that vests after one year; in 2024 all eligible directors elected to receive retainers in RSUs, enhancing alignment .
Performance Compensation
Directors do not receive performance-based cash or PSUs; Ms. Siminoff’s 2024 equity was time-based RSUs and a time-based option . For context on company performance-linked structures (used for executives, not directors):
| Metric | Vesting Percentages/Thresholds | Notes |
|---|---|---|
| Adjusted EBITDA RSUs | Threshold 0%; Target 100%; Max 200% | Annual tranches over 2024–2026; one-third vests per year based on goals |
| Revenue RSUs | Threshold 0%; Target 100%; Max 200% | Annual tranches over 2024–2026; one-third vests per year based on goals |
| TSR RSUs (Russell 2000 relative) | <25th: 0%; 25th: 50%; 50th: 100%; 75th: 150%; ≥90th: 200% | Capped at 100% if absolute TSR is negative |
Other Directorships & Interlocks
| Entity | Potential Interlock/Consideration | Disclosure |
|---|---|---|
| Verifone (payments) | Payments ecosystem exposure adjacent to BigCommerce payments revenue share model | No related-party transactions >$120,000 disclosed for 2024 other than compensation |
| Take-Two/Follett/Hoover | Diverse industry/academic oversight | No related-party transactions >$120,000 disclosed for 2024 other than compensation |
Expertise & Qualifications
- Strategic/technology/media leadership; founding executive at Yahoo!
- Board governance across public, private, and academic institutions
- Education: A.B. Economics (Princeton), M.B.A. (Stanford GSB)
Equity Ownership
| Category | Shares | % of Outstanding | Notes |
|---|---|---|---|
| Total beneficial ownership | 442,152 | <1% | As of March 25, 2025 |
| Indirect ownership | 253,333 | — | Via The D & E Living Trust |
| Unvested stock awards (FY-end) | 28,777 | — | Unvested RSUs held at Dec 31, 2024 |
| Option awards outstanding | 190,000 | — | Executive Chair grant; vests monthly from Oct 1, 2024 |
Policy alignment:
- Hedging and pledging prohibited for directors/officers/employees; no margin accounts permitted .
- Clawback policy compliant with SEC/Nasdaq requires recoupment of excess incentive-based compensation upon restatement .
Insider Trades
We attempted to retrieve Form 4 insider transactions for “Siminoff” at BIGC (2024-01-01 to 2025-11-19) using the insider-trades skill, but encountered an authorization error (HTTP 401). Accordingly, recent insider transaction details are not available in this report. Attempt details: python /public/skills/insider-trades/scripts/fetch_insider_trades.py --ticker BIGC --from 2024-01-01 --to 2025-11-19 --person "Siminoff" [Tool error].
Governance Assessment
- Independence and role change: Transition from independent director to Executive Chair (employee) reduces the count of independent directors to five of seven; mitigated by a designated Lead Independent Director with agenda control and liaison duties .
- Committee independence maintained: All three key committees (Audit, Compensation, Nominating & Governance) remain fully independent; Siminoff holds no committee seats, preserving committee objectivity .
- Attendance/engagement: Board activity was high (14 meetings) with strong attendance; directors attended the annual meeting, supporting engagement .
- Compensation alignment: As Executive Chair, mix includes cash ($200k) and significant equity (RSUs and a monthly-vesting option), creating alignment while avoiding performance-linked director pay that could impair independence .
- Consultant conflicts managed: Aon-Radford advises on compensation; while an Aon affiliate provided insurance brokerage services (~$264k), the compensation committee evaluated and affirmed consultant independence, reducing conflict risk .
- Policies reduce red flags: No perquisite gross-ups; hedging/pledging prohibited; clawback in place; no related-party transactions >$120k disclosed beyond compensation .
Key investor signal: The Executive Chair structure may enhance strategic focus and board leadership but reduces strict independence at the chair level. Presence of a strong Lead Independent Director and independent committees helps preserve oversight quality .