Marshall Bernes
About Marshall Bernes
Marshall Bernes, 81, serves as Director and Head of GigaCloud’s BaaS Program (since January 2024) and joined the Board on November 11, 2024; he previously founded and was CEO of Noble House Home Furnishings (est. 1988), bringing 30+ years in home furnishings and supply chain . Education: B.S., University of Pittsburgh (1966); medical school at New York Medical College (1966–1970); board certified in 1976 . Company performance during his executive tenure (2024) showed strong growth: revenues $1,161.0M, net income $125.8M, Adjusted EBITDA $156.9M, and TSR of 118.04 versus peer group TSR of 177.16 .
Company Performance (FY 2022–2024)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Total Revenues ($USD thousands) | $490,071 | $703,831 | $1,161,042 |
| Net Income ($USD thousands) | $23,972 | $94,108 | $125,808 |
| Adjusted EBITDA ($USD thousands) | $41,842 | $118,307 | $156,942 |
| Total Shareholder Return (Index) | 36.27 | 116.60 | 118.04 |
| Peer Group TSR (Index) | 82.14 | 128.06 | 177.16 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Noble House Home Furnishings LLC | Founder & CEO | 1988–2023 | Built a B2B distribution footprint; assets later integrated by GCT post-Oct 2023 acquisition, expanding warehouses, SKUs, and channels |
External Roles
- No other public company board roles or committee service disclosed for Bernes beyond GCT .
Board Governance
- Board Service: Appointed Executive Director effective November 11, 2024; Board size remains five .
- Independence: Board determined Bernes is not independent; only the three non-executive directors are independent under Nasdaq rules .
- Committees: Audit, Compensation, and Nominating committees consist solely of independent directors (Audit chair: Zhiwu Chen; Compensation chair: Jan William Visser; Nominating chair: Lorri Kelley) .
- Dual-role implications: CEO also serves as Chairman; Lead Independent Director (Zhiwu Chen) has defined counterweights (chairs meetings when Chairman absent, liaison role, authority to call meetings) .
- Attendance: Board met 11 times in 2024; each incumbent director attended ≥75% of meetings; independent directors hold executive sessions .
- Director Compensation: Bernes will not receive compensation for his services as a director ; non-employee directors received retainers and fully vested stock awards in 2024 (Bernes not included) .
Fixed Compensation
| Component | Role Context | Amount/Terms | Source |
|---|---|---|---|
| Director cash retainer | Director (Executive Director) | $0; will not receive director compensation | |
| Director equity grants | Director (Executive Director) | None; non-employee directors received equity, Bernes not included | |
| Executive (Head of BaaS Program) base/bonus | Executive | Not disclosed for Bernes (not a 2024 NEO) |
Performance Compensation
- No RSU/PSU/option grants or performance payout details are disclosed for Bernes individually. Named Executive Officers do not hold stock options; RSU vestings and performance cash awards were disclosed for NEOs only (Bernes not a 2024 NEO) .
- Company maintains a clawback policy for incentive-based compensation (including equity) adopted Oct 2, 2023 .
Equity Ownership & Alignment
| Item | Details | Source |
|---|---|---|
| Total beneficial ownership | 61,000 Class A shares (less than 1% of outstanding) | |
| Ownership breakdown | 45,000 shares via Marshall R. Bernes Family Trust; 16,000 shares via Marshall R. Bernes, M.D., Inc. Profit Sharing Plan | |
| Shares pledged as collateral | Company prohibits pledging; no pledging disclosure for Bernes | |
| Anti-hedging/anti-pledging policy | Hedging and pledging transactions are prohibited by Insider Trading Policy | |
| Indemnification | Director indemnification agreements providing fullest extent permitted by law |
Employment Terms
- Director Service Contract/Severance: None of the directors has a service contract providing termination benefits; Bernes receives no director compensation .
- Executive Employment: Specific employment terms (severance, change-of-control) for Bernes are not disclosed; NEO agreements include notice-period pay and two-year non-compete/non-solicit, but this is not stated for Bernes .
- Clawback: Company clawback policy for incentive-based compensation applies to covered executives (policy filed as Exhibit 97.1) .
Say‑on‑Pay & Shareholder Feedback (2025 AGM)
| Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Ratify Auditor (KPMG Huazhen LLP) | 92,427,088 | 541,446 | 20,426 | 0 |
| Say‑on‑Pay (NEO Compensation) | 85,152,812 | 452,562 | 94,222 | 7,289,364 |
| Say‑on‑Pay Frequency | One year: 4,189,732 | Two years: 104,852 | Three years: 81,339,792 | Abstain: 64,720 |
Board determined future advisory votes on NEO compensation will occur every three years consistent with shareholder preference .
Performance & Track Record
- Strategic leadership: Leveraging Noble House experience to scale GCT’s B2B marketplace and BaaS; Noble House acquisition added ~2.5M sq ft of warehousing and broadened product SKUs/channels for 1P and marketplace growth .
- Execution risk: Management cautions on integration risks for Noble House and Wondersign, including retention and systems integration challenges; failure to realize anticipated benefits could affect performance .
- Marketplace metrics: GMV rose to $1,341.4M in 2024; active buyers increased 85.7% to 9,306 (with lower average spend per buyer due to onboarding mix) .
Compensation Committee Analysis
- Composition/Independence: Compensation Committee comprises independent directors (Visser—Chair, Chen, Kelley); no interlocks or insider participation; held two meetings in 2024 and acted by unanimous written consent twice .
- Role/Consultants: Reviews/approves executive compensation, oversees clawback compliance, and selects independent advisers considering independence factors .
Related Party Transactions
- Appointment disclosure states no transactions between Bernes and the Company requiring Item 404(a) disclosure; no family relationships; no arrangements underlying appointment; no director compensation .
Investment Implications
- Alignment: Small direct/indirect ownership (61,000 shares, <1%) limits “skin in the game” versus larger NEO holdings, but anti‑hedging/pledging policy reduces misalignment risk .
- Selling Pressure: No evidence of pledging; company prohibits hedging/pledging; director role carries no equity grants, reducing forced‑sale risk from vesting events .
- Governance: Bernes is a non‑independent executive director, with CEO also Chairman; however, independent committees and a Lead Independent Director provide counterbalances. Controlled company and dual‑class structure concentrate voting power with the CEO, a governance overhang to consider .
- Retention/Transition: Age 81 elevates succession/continuity consideration; specific executive employment/severance terms for Bernes are not disclosed, creating uncertainty on retention economics .
- Execution: Integration risks from Noble House/Wondersign remain; success of BaaS and marketplace expansion are key operating levers tied to Bernes’ domain expertise .