🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A) for Commerce.com, Inc. (ticker: CMRC). Think of it as an invitation and an information packet for the company's annual shareholder meeting. It's asking shareholders to vote on key issues and provides all the details they need to make informed decisions.

👉 Why it matters: If you own shares in Commerce.com, this document tells you what's being voted on, who is running the company, how much the top executives are paid, and how the company is governed. Your vote counts.

The 2026 Annual Meeting will be held virtually on Thursday, May 14, 2026, at 8:00 a.m. Central Time. You can't attend in person, but you can join, vote, and ask questions online at: www.virtualshareholdermeeting.com/CMRC2026.

🏢 What The Company Does

Commerce.com, Inc. operates as a software-as-a-service (SaaS) platform for e-commerce.

👉 In simple terms: They provide the technology and tools that businesses use to build, run, and manage their online stores. Think of them as a behind-the-scenes partner that helps other companies sell products online effectively.

🔘 The Three Big Votes at the Meeting

Shareholders are being asked to vote on three proposals. The Board recommends voting "FOR" on all of them.

Proposal 1: Elect Two Directors. You're voting to elect Donald E. Clarke and Ellen F. Siminoff to the Board. They are part of a "Class III" slate. (More on the full Board below).
Proposal 2: Ratify the Auditor. This is a standard vote to approve the company's choice of Ernst & Young LLP as their independent accounting firm for 2026. They've been the auditor since 2012.
Proposal 3: Advisory Vote on Executive Pay (Say-on-Pay). This is a non-binding vote where shareholders give their opinion on the compensation packages for the top executives (like the CEO and CFO). Last year, this proposal only got 52.8% support, so the company has been actively seeking shareholder feedback.

👥 Who's Running the Show: The Board & Leadership

The Board has 7 members. For this vote, they are split into three classes with different terms. Here’s the current lineup:

Ellen F. Siminoff (Executive Chair, Age 58): The board leader. Extensive tech/media executive experience (ex-Yahoo!) and sits on other boards like Take-Two Interactive.
Travis Hess (CEO, Age 54): The top boss, hired in 2024. Deep background in the commerce agency world, formerly at Accenture.
Donald E. Clarke (Director, Age 66): The nominee up for election. A financial expert, former CFO of several tech companies, and chair of the Audit Committee.
Jeff Richards (Director, Age 54): Lead Independent Director. A venture capitalist at Notable Capital (formerly GGV Capital).
Sally Gilligan (Director, Age 53): Chief Supply Chain & Growth Transformation Officer at Gap Inc.
Satish Malhotra (Director, Age 50): Former CEO of The Container Store and long-time executive at Sephora.
Anil Kamath (Director, Age 58): Newest director (joined 2025). Former VP & Fellow at Adobe with deep expertise in AI and data science.

Executive Officers (Day-to-Day Leaders):

Daniel Lentz (48): Chief Financial Officer & Chief Operating Officer.
Chuck Cassidy (38): General Counsel and Secretary.
Hubert Ban (61): Chief Accounting Officer.

💰 How The Top Executives Are Paid (And How They Performed)

The company's philosophy is pay-for-performance. A large chunk of executive pay is "at-risk" and tied to hitting company goals.

2025 Financial Performance Highlights:

Revenue: $342.3 million (up 2.8% from 2024).
Annual Revenue Run-Rate (ARR): $359.1 million (up 2.7% from 2024).
Adjusted EBITDA: $31.7 million (up from $23.5 million in 2024).

The Pay Mix for Executives (Target):

Base Salary: Fixed cash.
Short-Term Cash Bonus: Based on hitting annual revenue, profit (Adjusted EBITDA), and strategic goals.
Long-Term Equity (68% of target pay): This is the big part.
- 50% in Performance Stock Units (PSUs): Vests based on 3-year performance on metrics like revenue, profit, and how the stock does compared to other companies (TSR).
- 30% in Time-Based RSUs: Vests just for staying with the company over 4 years.
- 20% in Stock Options: Vests over 4 years, only valuable if the stock price goes up.

👉 Why it matters: Executives make the most money if the company grows its sales and profits and the stock price rises over the long term, which aligns their interests with shareholders.

📊 Corporate Governance: How the Company is Monitored

Key Committees (All Made Up of Independent Directors):

Audit Committee: Oversees financials, accounting, and cybersecurity. Chaired by Donald Clarke.
Compensation Committee: Sets executive pay. Chaired by Satish Malhotra.
Nominating & Corporate Governance Committee: Recommends directors and oversees governance rules. Chaired by Jeff Richards.

Shareholder Engagement: After the weak say-on-pay vote last year, the Board reached out directly to major shareholders. They heard feedback about needing clearer links between pay and performance and have made changes to their compensation plans for 2026 in response.

🔮 What's Next: Strategic Direction

While this document doesn't give detailed forward guidance, the compensation plan reveals what the Board is prioritizing for executives:

Revenue Growth: A key metric for short-term bonuses and long-term stock awards.
Profitability (Adjusted EBITDA): Another major performance metric.
Total Shareholder Return (TSR): A portion of the long-term bonus is tied to how the stock performs vs. a peer group, emphasizing stock price appreciation.

The leadership team, under CEO Travis Hess, is focused on executing in the competitive e-commerce software market.

⚖️ The Big Picture: Strengths & Risks

👍 Strengths:

Experienced Board: Deep bench of experts in tech, finance, retail, and venture capital.
Pay-for-Performance Alignment: Executive compensation is heavily weighted toward company performance metrics.
Responsive Governance: The Board actively engages with shareholders and has made changes based on feedback.

⚠️ Risks:

Competitive Market: E-commerce software is a crowded and fast-moving field.
Moderate Growth: Revenue growth in the low single digits may not excite all investors.
Governance Structure: The company has a "classified board" (staggered terms) and a supermajority voting requirement, which some investors view as less shareholder-friendly.

🧠 The Analogy

Think of Commerce.com as a landlord for online stores. They own and maintain the "digital mall" (their SaaS platform), and tenant businesses pay them rent (subscriptions) to set up shop there. This proxy statement is the annual tenants' (shareholders') meeting to review the mall's performance, approve the property manager (auditor), and decide on the compensation for the mall's operating executives.

📇 Key Contacts & People

Board of Directors & Nominees:

Ellen F. Siminoff, Executive Chair
Travis Hess, Director & CEO
Donald E. Clarke, Director (Nominee)
Jeff Richards, Lead Independent Director
Sally Gilligan, Director
Satish Malhotra, Director
Anil Kamath, Director

Executive Officers:

Travis Hess, Chief Executive Officer
Daniel Lentz, Chief Financial Officer & Chief Operating Officer
Chuck Cassidy, General Counsel & Secretary
Hubert Ban, Chief Accounting Officer

Other Key Contacts:

For shareholder communications to the Board: Secretary of the Company, Commerce.com, Inc., 11920 Alterra Parkway, D11 / Suite 100, 8th Floor, Austin, Texas 78758.
Independent Auditor: Ernst & Young LLP

🧩 Final Takeaway

This proxy statement is about accountability and alignment. Shareholders are being asked to endorse the company's board, its auditor, and—most critically—its executive pay strategy, which is designed to reward leaders for growing revenue and profits. Given last year's tight vote on pay, the company is highlighting its improved performance and new responsiveness to investor concerns.

Commerce.com, Inc. — DEF 14A Filing