Satish Malhotra
BIGCAbout Satish Malhotra
Satish Malhotra, 49, has served as an independent director of BigCommerce since 2022 and is the Chair of the Compensation Committee; he is nominated to continue as a Class II director through the 2028 annual meeting . He was President and CEO of The Container Store Group, Inc. from February 2021 to March 2025, and previously spent 21 years at Sephora Americas in senior operating roles; earlier, he worked in transaction services at PwC. He holds a B.S. in Business Administration from UC Berkeley’s Haas School of Business and an inactive CPA license in California .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Container Store Group, Inc. | President & CEO | Feb 2021–Mar 2025 | Led public specialty retail; executive leadership and operations experience cited for BIGC board qualification |
| Sephora Americas | Chief Retail Officer & COO; prior COO | 2016–2019 (COO); 2019–departure as CRO & COO | Oversaw technology, supply chain, store development, legal, strategy, partnerships; led Canada/LatAm expansion |
| PricewaterhouseCoopers | Transaction Services Senior Associate | Prior to Sephora | Finance/transactions grounding; inactive CPA credential |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Container Store Group, Inc. | President & CEO | Feb 2021–Mar 2025 | Public company leadership; consumer retail operations expertise |
| Sephora Americas | Senior Operating Executive | Various (1998–2019+) | Technology/supply chain/partnerships leadership |
| PwC | Transaction Services | N/A | Accounting/transactions foundation; CPA (inactive) |
Board Governance
- Committee assignments: Chair, Compensation Committee; not on Audit or Nominating .
- Independence: Board determined Malhotra is independent under Nasdaq rules; all members of audit, compensation, and nominating committees are independent .
- Attendance: Board met 14 times in FY2024; every director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Committee activity: Compensation Committee met 4 times in 2024; Audit met 5; Nominating met 3 .
- Board structure: Classified Board; Malhotra is Class II, nominated for term expiring at 2028 annual meeting .
Fixed Compensation
| Component | Amount | Structure |
|---|---|---|
| Board & Committee Retainers (paid as RSUs) | $45,681 | All non-investor-affiliated directors elected RSUs in lieu of cash for quarterly retainers; RSUs granted 5/16/24, 8/14/24, 11/21/24, 2/27/25 |
| Annual RSU Grant | $227,626 | Vests in full on the 1-year anniversary of grant date, subject to service |
| Total 2024 Director Compensation | $273,307 | Aggregate fair value under ASC 718 |
| Program Reference (cash rates) | Board: $35,000; Comp Chair: $15,000; Audit Chair: $20,000; Nominating Chair: $8,000; Audit member: $10,000; Comp member: $7,500; Nominating member: $4,000; Annual RSU ≈ $181,300 | In 2024, all eligible directors elected to receive cash retainers as RSUs |
Performance Compensation
| Metric Type | Director Applicability | Notes |
|---|---|---|
| Performance-based equity (PSUs/options tied to metrics) | Not applicable | Non-employee director compensation consists of time-based RSUs (annual grant and retainers), vesting on service; no performance metrics used for directors |
Other Directorships & Interlocks
- Other public company directorships: None disclosed for Malhotra in BIGC’s proxy .
- Compensation committee interlocks: None; no member is or has been a BIGC executive, and no related person transactions in 2024 for committee members .
- Related-party transactions: Since Jan 1, 2024, no transactions >$120,000 involving directors/executives/5% holders (other than disclosed compensation); related-party transaction policy overseen by Audit Committee .
Expertise & Qualifications
- Executive leadership in consumer retail (The Container Store CEO) and deep operations across technology, supply chain, store development, legal, strategy, and partnerships (Sephora) .
- Finance credentials: B.S. in Business Administration (UC Berkeley Haas) and CPA (inactive), supporting compensation oversight .
- Board skills alignment: Operations and retail experience cited as rationale for BIGC board nomination .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 72,701 shares; less than 1% of class as of 3/25/2025 |
| Options exercisable within 60 days | None disclosed for Malhotra |
| Unvested stock awards outstanding (12/31/2024) | 28,777 RSUs |
| Hedging/pledging policy | Company prohibits hedging and pledging of BIGC stock for directors/officers/employees |
Governance Assessment
- Effectiveness: As Compensation Committee Chair, Malhotra oversees CEO and senior executive pay, director compensation, and equity plans; the committee met four times in 2024 and issued the CD&A report, indicating active oversight .
- Independence and attendance: Board determined independence; attendance thresholds met; all directors attended the annual meeting—signals of sound engagement .
- Alignment: Director fees were taken entirely in RSUs (including quarterly retainers), and annual director RSUs vest over one year—clear equity alignment without short-term meeting fees .
- Conflicts: No related-party transactions involving directors in 2024; Audit Committee administers a robust related-party policy . The Compensation Committee’s consultant (Aon-Radford) had affiliates providing insurance brokerage services (~$264,000 in 2024), but the committee assessed and affirmed consultant independence—appropriate mitigation, though continued monitoring is prudent .
- RED FLAGS: None disclosed regarding attendance shortfalls, hedging/pledging, option repricing, tax gross-ups, or related-party transactions; director compensation structure avoids guaranteed/perquisite-heavy pay and excludes hedging/pledging—shareholder-friendly features .