Sally Gilligan
BIGCAbout Sally Gilligan
Sally Gilligan (age 52) has served on BigCommerce’s Board since July 2022. She is Chief Supply Chain and Chief Growth Transformation Officer at Gap Inc., with prior roles including CIO, Head of Strategy, and SVP of Product Operations and Supply Chain Strategy; she holds a B.S. from Georgetown University and an MBA from the University of Chicago. The Board has affirmatively determined she is an independent director under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gap Inc. | Chief Supply Chain & Chief Growth Transformation Officer | Apr 2021–present | Digital growth/transformation leader |
| Gap Inc. | CIO; Head of Strategy; SVP Product Operations & Supply Chain Strategy | 2004–prior to 2021 | Technology and operations leadership |
| Boston Consulting Group; Andersen | Consulting and financial services roles | ~10 years pre-2004 | Strategy and financial advisory background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Gap Foundation | Chair | Since 2021 | Non-profit leadership |
| American Apparel and Footwear Association | Director | Not disclosed | Industry trade association board service |
Board Governance
- Committees: Audit Committee member; Nominating & Corporate Governance Committee member; not a chair. Audit Chair: Donald E. Clarke; Nominating Chair: Jeff Richards (also Lead Independent Director) .
- Independence: Board determined Gilligan is independent; all committee members meet Nasdaq/Exchange Act independence requirements .
- Attendance: Board met 14 times in FY2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Board and committees met at times without management .
Fixed Compensation
BigCommerce’s non-employee director program provides: $35,000 annual cash retainer; additional retainers of $10,000 for audit members and $4,000 for nominating members; annual RSU grant ~ $181,300 (one-year vest); in 2024, all eligible directors elected to receive retainers entirely in RSUs .
| Year | Cash Retainers Paid as RSUs ($) | Annual RSU Grant ($) | Total Director Comp ($) | Notes |
|---|---|---|---|---|
| 2023 | $42,477 | $166,571 | $209,048 | Quarterly RSUs in lieu of cash; annual RSU vests in 1 year |
| 2024 | $48,371 | $227,626 | $275,997 | Quarterly RSUs in lieu of cash; annual RSU granted 5/16/2024 |
RSU vesting for directors: annual RSU grants vest in full on the 1-year anniversary of grant; retainers were delivered quarterly as RSUs in FY2024 .
Performance Compensation
- No performance-based director compensation disclosed; director equity grants are time-based RSUs only (no PSUs/options for non-investor-affiliated directors) .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Gap Inc. | Public company | Senior executive (non-director at Gap Inc.) | None disclosed with BigCommerce; Board confirms independence |
| American Apparel & Footwear Association | Non-profit/trade | Director | Not a related-party transaction; no transactions disclosed |
Expertise & Qualifications
- Digital transformation, supply chain, product operations, and enterprise technology leadership .
- Education: B.S., Georgetown University; MBA, University of Chicago .
- Board qualifications cited: digital growth/transformation experience .
Equity Ownership
| Metric | As of Mar 20, 2024 | As of Mar 25, 2025 |
|---|---|---|
| Beneficial Ownership (shares) | 37,745 | 73,515 |
| % of Shares Outstanding | <1% | <1% |
| Unvested Stock Awards Outstanding at Year-End | 23,007 (Dec 31, 2023) | 28,777 (Dec 31, 2024) |
| Options exercisable within 60 days | Not disclosed for Gilligan | Not disclosed for Gilligan |
| Hedging/Pledging | Prohibited by Insider Trading Policy (employees, officers, directors) |
Say-on-Pay & Shareholder Feedback
- 2025 Annual Meeting results: Say-on-Pay For 23,486,921; Against 20,705,896; Abstain 303,247; Broker non-votes 11,410,341 .
- Director Election (Class II): Sally Gilligan received 32,781,336 For; 11,714,728 Withheld; 11,410,341 Broker non-votes .
- Shareholder engagement: Company sought feedback from holders of ~51% of outstanding and engaged directly with ~21%; used feedback to inform disclosures .
Related Party Transactions & Policies
- Related-party transactions: None over $120,000 since Jan 1, 2024; similar clean disclosure for prior year .
- Clawback: Mandatory clawback policy compliant with SEC/Nasdaq; recovery of excess incentive-based compensation on restatements .
- Code of ethics and governance charters publicly available .
Governance Assessment
- Independence and attendance: Independent, active committee member, with robust attendance and participation, supporting board effectiveness .
- Committee alignment: Audit and Nominating & Governance assignments fit her operational/technology background and oversight of independence/conflicts .
- Ownership alignment: Increasing beneficial ownership and all-equity director pay (retain RSUs; annual RSUs) enhance alignment; hedging/pledging prohibited .
- Shareholder signals: Close Say-on-Pay vote suggests investors are scrutinizing pay practices; director election support for Gilligan was solidly above withhold votes .
- Conflicts/RED FLAGS: No related-party transactions or pledging disclosed; she is a senior executive at Gap Inc., but Board affirms independence and no transactions involving her entities—monitor for any future commercial ties (none disclosed) .
Overall, governance signals for Sally Gilligan are positive: independence, committee engagement, clean conflicts profile, and equity-heavy compensation structure. Investor scrutiny on executive pay is noted via the tight Say-on-Pay outcome, but director-specific support was strong .