Jeff Richards
BIGCAbout Jeff Richards
Jeff Richards (age 53) is an independent Class I director of BigCommerce (director since May 2016), currently serving as Lead Independent Director. He is Managing Partner at GGV Capital (joined 2008; Managing Partner since 2010), and previously founded R4 Global Solutions (acquired by VeriSign in 2005) and QuantumShift Communications; he also served as VP, Digital Content Services at VeriSign (2005–2008) and was a management consultant at PwC (1995–1997). He holds a B.A. in Government from Dartmouth College. The Board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GGV Capital | Managing Partner | Since 2010 (joined 2008) | Investor; sits on multiple private software/technology company boards |
| VeriSign, Inc. | VP, Digital Content Services | 2005–2008 | Oversaw digital content services |
| R4 Global Solutions, Inc. | Founder | Pre-2005 (acquired 2005) | Founded enterprise software company; acquired by VeriSign |
| QuantumShift Communications, Inc. | Founder | n/a | Founded communications company |
| PricewaterhouseCoopers LLP | Management Consultant | 1995–1997 | Strategy/operations consulting |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| GGV Capital | Managing Partner | Since 2010 | Venture capital firm; Richards is Managing Partner |
| Various private software/tech companies | Director | n/a | Serves on multiple private company boards (not individually listed in proxy) |
Board Governance
- Class/term: Class I; current term expires at the 2027 annual meeting .
- Roles: Lead Independent Director; Chair, Nominating & Corporate Governance Committee; Member, Audit Committee .
- Independence: Board determined Richards is independent under Nasdaq and Exchange Act rules .
- Attendance/engagement: Board met 14 times in 2024; each director attended ≥75% of Board and committee meetings; all directors attended the 2024 annual meeting. The Board and committees also met in executive session without management at times .
- Lead Independent Director responsibilities: Principal liaison between independent directors and Chair/management; lead approver of agendas, meetings, and related information .
Fixed Compensation (Director)
| Item | Policy/Program | 2024 Amount for Jeff Richards |
|---|---|---|
| Annual Board retainer (cash) | $35,000 for non-employee, non-investor-affiliated directors | $0 (investor-affiliated directors Bohn and Richards did not receive compensation) |
| Lead Independent Director fee | $20,000 (if eligible) | $0 (investor-affiliated; no director pay) |
| Committee chair/member fees | Audit Chair $20,000; Comp Chair $15,000; N&CG Chair $8,000; Audit member $10,000; Comp member $7,500; N&CG member $4,000 | $0 (investor-affiliated; no director pay) |
| Annual equity (RSUs) for directors | ~US$181,300 in RSUs (vest over 1 year) for eligible non-investor-affiliated directors | $0; Richards held no company director equity awards |
| Retainer settlement form | In 2024, eligible directors elected to take retainers in RSUs quarterly | Not applicable to Richards (no compensation) |
Performance Compensation (Director)
| Component | Structure | 2024 for Jeff Richards |
|---|---|---|
| Annual bonus | Not provided to non-employee directors | Not applicable |
| Performance-based equity (PSUs/options) | Not part of standard non-employee director pay; standard grants are RSUs (time-based) | Not applicable (no director grants; investor-affiliated) |
Non-employee director compensation is primarily fixed retainers (cash or RSUs) and an annual RSU grant for eligible non-investor-affiliated directors; no performance-linked director pay is disclosed. Investor-affiliated directors (Bohn, Richards) received no pay in 2024 .
Other Directorships & Interlocks
- Public company boards: None disclosed for Richards in the proxy .
- Private company boards: Multiple private software/technology companies (not specified) .
- Compensation committee interlocks: None reported; no executive officer of BigCommerce served on a board/compensation committee where a BigCommerce director/officer served as an executive .
Expertise & Qualifications
- Venture investing/operator: Managing Partner at GGV Capital with global technology company experience .
- Operating/entrepreneurial experience: Founded two technology companies and served as VP at VeriSign .
- Governance experience: Lead Independent Director; Chair of Nominating & Corporate Governance; Audit Committee member .
- Education: B.A., Government, Dartmouth College .
Equity Ownership
| Metric | Detail |
|---|---|
| Total beneficial ownership | 149,721 shares (less than 1% of outstanding) |
| Ownership as % of shares outstanding | <1% (based on 79,473,423 shares outstanding as of Mar 25, 2025) |
| Direct vs. indirect | Includes 144,430 shares indirectly via GGV Capital V L.P. (as managing director of GGV Capital V L.L.C., its GP) and 5,291 shares indirectly via GGV Capital V Entrepreneurs Fund L.P.; beneficial ownership disclaimed except to extent of pecuniary interest |
| Options/RSUs outstanding (director awards) | None; “Neither Messrs. Bohn nor Richards hold Company option or stock awards” |
| Shares pledged as collateral | Pledging prohibited by insider trading policy; no pledges disclosed |
Insider Trades (Form 4)
| Trade date | Action | Shares | Price | Holdings after | Source |
|---|---|---|---|---|---|
| 2024-08-09 | Sale (open market, multiple tranches; weighted avg) | 157,527 | $5.52 avg (range ~$5.44–$5.76) | 280,010 | SEC Form 4 filed 2024-08-13 (Richards) |
| 2024-08-12–13 | Sale (open market, multiple tranches; weighted avgs) | 130,289 | ~$5.55 avg | 149,721 | OpenInsider and SEC filing index (filed 2024-08-15) |
Note: Richards’ reported holdings are largely indirect via GGV funds; the proxy notes he disclaims beneficial ownership except to his pecuniary interest . Form 4 footnotes specify sales executed in multiple transactions and availability of detailed breakdowns upon request .
Related-Party Transactions and Conflicts
- Independence determination: Board concluded Richards is independent; it considered relationships with significant stockholders and beneficial ownership in making independence determinations .
- Security ownership ties: Richards’ beneficial ownership reflects indirect interests via GGV Capital funds; he is not a 5% holder .
- Related-party transactions: The proxy describes the Company’s related-party transaction policy and director/officer indemnification; no related-person transactions involving Richards are disclosed for 2024 .
- Hedging/pledging: Policy prohibits hedging and pledging by directors; none disclosed .
Governance Assessment
Strengths (investor confidence signals)
- Independent leadership: Richards serves as Lead Independent Director with formal agenda/liaison authority, a key counterbalance to the Executive Chair structure adopted in Oct 2024 .
- Committee influence: Chairs Nominating & Corporate Governance and sits on Audit, indicating centrality in board composition, evaluation, and risk/financial oversight .
- Engagement/attendance: Board met 14 times; all directors met the ≥75% attendance threshold and attended the 2024 annual meeting; executive sessions were held without management .
Watch items (oversight focus)
- Insider selling optics: Meaningful sales by Richards in Aug 2024 (largely via fund-held shares) reduce visible “skin-in-the-game,” though he disclaims beneficial ownership beyond pecuniary interest; monitor future dispositions and any changes in fund ownership .
- Executive Chair structure: With an Executive Chair appointed in Oct 2024, the LID role’s effectiveness is pivotal to sustaining independent oversight and board process rigor .
- Investor-affiliated director pay: Richards received no director retainer/equity in 2024; while it eliminates compensation-related conflicts, it also reduces direct board-level equity alignment (separate from fund holdings). Eligible non-investor-affiliated directors take RSU retainers and annual RSUs .
Board Governance (Committee Charters and Risk)
- Audit Committee: Oversees financial reporting, internal controls, and privacy/cybersecurity risk; Richards is a member; committee deemed independent; chaired by an Audit Committee Financial Expert (Clarke) .
- Nominating & Corporate Governance: Identifies director nominees, oversees board/management evaluations and governance guidelines; Richards is Chair .
- Risk oversight: Board and committees oversee key risks, including cybersecurity (ISO 27001-certified program); periodic updates to Board/Audit .
Notes on Director Compensation Program (for context)
- Non-employee, non-investor-affiliated directors: $35,000 cash retainer; additional LID ($20,000) and committee fees; ~US$181,300 annual RSU; in 2024, eligible directors elected to receive retainers in RSUs .
- Investor-affiliated directors: Bohn and Richards received no compensation; neither holds director stock/option awards .
Citations:
; SEC Form 4 (08/13/2024 filing) ; OpenInsider (BIGC)