Russell Klein
BIGCAbout Russell Klein
Russell Klein (age 55) is Chief Commercial Officer (CCO) of BigCommerce, serving in this role since January 2018 after joining the company in 2015 as SVP of Corporate Development. He holds a B.A. in Economics from the University of Pennsylvania and an M.B.A. from Harvard Business School . Under the 2024 performance year, BigCommerce delivered 7.6% revenue growth to $332.9M, subscription revenue growth of 8.1%, and improved GAAP net loss from $(64.7)M to $(27.0)M; Adjusted EBITDA was $23.5M (7.1% margin) and Non-GAAP operating income was $19.5M (5.8% margin) . Over the public period tracked in Pay vs Performance, cumulative TSR equated to $8.47 on an initial $100 investment through 2024, indicating significant share price underperformance versus the NASDAQ Computer Index peer benchmark .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BigCommerce | Chief Commercial Officer | 2018–present | Drives commercial strategy, enterprise ARR focus; tenure spans transition to profitability metrics and ARR mix shift toward enterprise . |
| BigCommerce | SVP, Corporate Development | 2015–2018 | Corporate development and strategic initiatives leading into CCO role . |
| Librify Inc. | Co-founder & Chairman | 2013–2015 | Early-stage leadership; digital content venture . |
| SendMe, Inc. | Co-founder & CEO | 2006–2014 | Founder-operator experience; mobile content/services . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed in proxy | — | — | The 2025 proxy does not disclose external public company directorships or committee roles for Klein . |
Fixed Compensation
| Component | 2024 Detail |
|---|---|
| Base Salary (annualized) | $412,164 |
| Base Salary (paid in 2024) | $411,539 |
| Target Bonus % of Salary | 60% |
| Actual 2024 Cash Bonus (Non-Equity Incentive) | $227,519 |
Performance Compensation
Annual Cash Incentive – 2024 Plan Results
| Metric | Weight | Target | Actual 2024 | Payout vs Target |
|---|---|---|---|---|
| Revenue Growth Rate | 33.33% | 8.6% | 7.6% | 76% |
| Subscription ARR Growth Rate | 33.33% | 9.8% | 3.2% | 0% |
| Adjusted EBITDA | 33.33% | $16.9M | $23.5M | 200% |
| Aggregate Result | — | — | — | ~92% of target |
2024 Equity Awards and Vesting Design
| Instrument | Grant Date | Quantity | Key Terms |
|---|---|---|---|
| Stock Options | 3/5/2024 | 55,720 | Exercise price $7.25; vests 25% at 1-year, then monthly over 36 months (time-based) . |
| Time-based RSUs | 3/5/2024 | 24,770 | Vests 25% annually over four years . |
| Performance-based RSUs (PSUs) | 3/5/2024 | 20,637 | Three equal components measured over 2024–2026: Adjusted EBITDA (annual tranches), Revenue (annual tranches), and 3-year Relative TSR vs Russell 2000; payouts 0–200% of target per schedule . |
2024 PSU Performance Vesting (Year 1 outcomes)
| PSU Metric | 2024 Actual | 2024 Tranche Payout |
|---|---|---|
| Adjusted EBITDA (1/3 of award) | $23,547K | 200% of target |
| Revenue (1/3 of award) | $332,927K | 89% of target |
| Relative TSR (3-year) | Measured over 2024–2026 vs Russell 2000 | Not yet determined (final at end of 2026; capped at 100% if absolute TSR is negative) . |
Multi-Year Compensation (NEO Summary)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 365,769 | 394,231 | 411,539 |
| Stock Awards ($) | 1,510,650 | 1,326,185 | 348,183 |
| Option Awards ($) | 687,345 | 545,647 | 253,104 |
| Non-Equity Incentive ($) | — | 208,668 | 227,519 |
| All Other Comp ($) | — | — | 2,501 |
| Total ($) | 2,660,710 | 2,474,731 | 1,242,846 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 837,448 shares; 1.05% of outstanding . |
| Options Exercisable within 60 Days (record date) | 523,282 shares . |
| Ownership Guidelines | Senior officers must hold 1x base salary in stock within 5 years . |
| Hedging/Pledging | Prohibited for employees and officers (no short sales, options, hedging, or pledging/margin) . |
| Unvested 2024 Grants (select) | Time-based RSUs 24,770 (4-year vest); PSUs 20,637 (EBITDA, Revenue, TSR tranches over 2024–2026); Options 55,720 at $7.25 (4-year vest) . |
Vesting Outlook and Potential Selling Pressure
- Time-based RSUs generally vest annually over four years; options vest 25% at year one then monthly, which may concentrate deliverable shares around first and subsequent anniversaries (time-based awards granted 3/5/2024) .
- Company policy prohibits hedging/pledging, reducing alignment risk from collateralization .
- 2024–2026 PSUs may create incremental delivery depending on EBITDA, revenue, and relative TSR outcomes; 2024 EBITDA and revenue tranches paid at 200% and 89% respectively for the first year .
Insider trading indicators (illustrative 2024–2025 records):
- Form 144 filed 5/28/2024 referencing RSU vesting/compensation events .
- Aggregator logs show a 3/25/2024 Form 4 (tax withholding tied to vesting) and a 5/30/2024 sale; later, a 9/12/2025 exercise-and-sell lot (~98,080 shares at ~$4.54–$4.63) reported by media (verify against EDGAR Form 4s) .
Employment Terms
| Term | Summary |
|---|---|
| Offer Letter | Entered 12/26/2017; at-will; sets base, target bonus, and equity eligibility for CCO; standard Proprietary Information and Inventions Agreement (confidentiality/IP covenants) . |
| Severance (outside Change in Control Protection Period) | 6 months base salary paid over 3 months; 6 months company healthcare premium contributions paid over 3 months (requires release) . |
| Severance (in Change in Control Protection Period) | 12 months base salary over 3 months; 12 months healthcare premiums over 3 months; full acceleration of unvested time-based equity (requires release) . |
| CIC Protection Window (Equity) | For Klein, three months prior to and eighteen months following a change in control . |
| Clawback | Mandatory in the event of restatement for excess incentive compensation (per SEC/Nasdaq rules) . |
| Tax Gross-Ups | None for compensation or 280G excise taxes . |
Estimated CIC-Related Economics (as of 12/31/2024):
- Termination without cause/for good reason in connection with CIC: Cash $415,000; Healthcare $8,560; Equity acceleration value $1,388,310; Total $1,811,870 (valuation at $6.12/share; performance assumed at target as applicable) .
Compensation Structure Analysis
- Mix and trend: Klein’s cash comps rose modestly (salary + bonus) while equity grant-date values decreased in 2024 vs 2023 (Stock Awards: $1.33M → $0.35M; Option Awards: $0.55M → $0.25M), indicating a lower equity refresh in 2024 amid introduction of PSUs tied to EBITDA, revenue and relative TSR .
- Short-term plan rigor: 2024 bonus used three metrics equally weighted; payout ~92% reflected strong EBITDA beat (200%) partially offset by revenue miss and subscription ARR miss (0%) .
- Long-term plan rigor: 2024 added PSU tranches across profitability (Adjusted EBITDA), growth (Revenue), and market-relative TSR; early results show 200% payout on EBITDA and 89% on revenue for year-one tranches; TSR measured relative to Russell 2000 with negative-TSR cap .
- Governance protections: No hedging/pledging; stock ownership guideline (1x salary); clawback adopted; no tax gross-ups; minimal perquisites .
Related Party Transactions
- None over $120,000 since January 1, 2024, other than standard compensation arrangements .
Compensation Peer Group and Targeting
- Peer group emphasizes domestic SaaS/e-commerce with revenue $300–$925M and market cap $250M–$2.25B; 2024 changes removed AppFolio, Momentive, Sumo Logic, Workiva; added Amplitude, Domo, Model N, PagerDuty, Proeduca Altus .
- Positioning: 2024 base salaries and target bonuses aimed 25th–50th percentile; target equity values targeted 50th–75th percentile; engagement of Aon-Radford as independent consultant .
Say-on-Pay & Shareholder Feedback
- 2025 agenda includes Say-on-Pay, with Board recommending FOR .
- Shareholder engagement: outreach to holders representing ~51% of shares; direct engagement with holders representing ~21% on compensation and governance; feedback informed disclosure changes .
Performance & Track Record (Company context during Klein’s tenure)
| Metric | 2023 | 2024 |
|---|---|---|
| Revenue ($M) | 309.4 | 332.9 |
| GAAP Net Loss ($M) | (64.7) | (27.0) |
| Adjusted EBITDA ($M) | (1.6) | 23.5 |
| Non-GAAP Operating Income ($M) | (5.7) | 19.5 |
| Enterprise ARR ($M) | 245.2 (calc from +6.7% YoY to 261.6) | 261.6 |
| ARR % from Enterprise | 73% | 75% |
| TSR (Value of $100 investment) | $13.46 | $8.47 |
Investment Implications
- Pay-for-performance alignment tightening: 2024 added PSU tranches linked to EBITDA, revenue, and relative TSR; early outperformance on EBITDA drove a 200% payout on that tranche, but top-line metrics constrained overall bonuses (ARR miss), signaling balanced incentives across growth and profitability .
- Retention risk moderate: Standard at-will employment with customary severance (6 months base/benefits; 12 months on CIC with full time-based equity acceleration); CIC window for equity is broad (−3 to +18 months), which can mitigate flight risk in strategic scenarios .
- Ownership alignment solid: 1.05% beneficial ownership and significant in-the-money legacy options; hedging/pledging banned and ownership guidelines in place, reducing misalignment risks .
- Potential selling pressure windows: Time-based RSUs and options granted 3/5/2024 create recurring vest events (year-1 cliff and monthly thereafter), while PSUs can add delivery contingent on results; 2024–2025 public filings/aggregators indicate routine tax-related dispositions and occasional sales—monitor Form 4 activity around vest dates for flow effects .
- Execution risk: While revenue growth and enterprise mix improved and non-GAAP profitability turned positive in 2024, absolute TSR remains weak; PSU TSR caps restrict upside if absolute TSR is negative, emphasizing the need for sustained operational momentum to translate into shareholder returns .
References to awards and PSU terms are further supported by the March 8, 2024 8-K describing the PSU program structure , and the 2024 10-K exhibit list referencing Klein’s offer letter and amendments .