DEF: Commerce.com Sets 2026 Annual Meeting, Reviews 2025 Performance

Commerce.com, Inc. announces its 2026 Annual Meeting of Stockholders, detailing director elections, auditor ratification, and executive compensation for fiscal year 2025, alongside financial performance highlights.

Summary

• The 2026 Annual Meeting of Stockholders will be held virtually on May 14, 2026, at 8:00 a.m. Central Time.
• Stockholders will vote on the election of two Class III directors (Donald E. Clarke and Ellen F. Siminoff), the ratification of Ernst & Young LLP as the independent registered public accounting firm for 2026, and an advisory vote on named executive officer compensation.
• For fiscal year 2025, total revenue was $342.3 million, a 2.8% increase from $332.9 million in 2024.
• Annual Revenue Run-Rate (ARR) as of December 31, 2025, reached $359.1 million, up 2.7% from $349.7 million in 2024.
• Adjusted EBITDA improved to $31.7 million in 2025, compared to $23.5 million in 2024.
• The company reported a net loss of $(19.342) million in 2025, an improvement from a net loss of $(27.030) million in 2024.
• 2025 short-term incentive awards achieved approximately 49% of target, with ARR Growth at 0% attainment, Adjusted EBITDA at 113% attainment, and Strategic & Operational Initiatives at 100% attainment.
• The 2025 advisory say-on-pay proposal received 52.8% support from votes cast, prompting shareholder engagement and planned refinements to 2026 incentive programs.
• Executive compensation for 2025 was structured with base salary, annual cash incentives, and long-term equity incentives (50% Performance-based RSUs, 20% stock options, 30% time-based RSUs).

Sentiment

Score: 4

Explanation: StockSavvy.ai views this filing with mixed sentiment. While the company demonstrated improved Adjusted EBITDA and reduced net loss, the low revenue/ARR growth and particularly the weak say-on-pay vote (52.8%) signal underlying challenges and shareholder discontent that warrant caution.

Positives

• Total revenue increased to $342.3 million in 2025, up 2.8% compared to fiscal year 2024.
• Adjusted EBITDA significantly improved to $31.7 million in 2025, from $23.5 million in 2024, representing a 34.9% increase.
• Net loss decreased to $(19.342) million in 2025 from $(27.030) million in 2024, indicating improved profitability.
• Adjusted EBITDA attainment for 2025 short-term incentives was 113% of target, and Strategic & Operational Initiatives attainment was 100% of target.
• The company maintains strong corporate governance practices, including a majority independent Board of Directors (5 out of 7 directors) and fully independent Audit, Compensation, and Nominating and Corporate Governance Committees.
• Active shareholder engagement efforts were undertaken, with feedback from shareholders representing approximately 52% of outstanding common stock, leading to refinements in compensation program design and disclosure for 2026.
• The Compensation Committee refined the structure of the 2026 annual and long-term incentive programs to include more distinct objectives, addressing investor feedback on metric overlap.
• An employer matching contribution for the 401(k) Plan was implemented effective January 1, 2025, matching 50% of the first 6% of eligible compensation.

Negatives

• Annual Revenue Run-Rate (ARR) growth was only 2.7% ($359.1 million in 2025 vs. $349.7 million in 2024), indicating slow top-line expansion.
• The company continues to report a net loss of $(19.342) million in 2025, despite an improvement from the prior year.
• ARR Growth attainment for 2025 short-term incentives was 0% of target, falling significantly short of the $20.1 million threshold.
• The 2025 advisory say-on-pay proposal received relatively low support at 52.8% of votes cast, indicating significant shareholder dissatisfaction with executive compensation.
• Significant executive turnover occurred with the departures of Russell Klein (former Chief Commercial Officer) on November 1, 2025, Brian Dhatt (former Chief Technology Officer) on April 30, 2025, and Rob Walter (former Chief Revenue Officer) on March 2, 2026.
• The CEO Pay Ratio for 2025 was approximately 27 times the median employee's total compensation, which may be a point of concern for some stakeholders.

Risks

• The company faces material risks from cybersecurity and privacy threats, which are subject to ongoing assessment and mitigation efforts overseen by the Board and Audit Committee.
• Executive compensation programs are continuously monitored by the Compensation Committee to ensure they do not encourage excessive risk-taking beyond the company's ability to effectively identify and manage significant risks.
• Low shareholder support for the say-on-pay proposal (52.8%) indicates potential shareholder dissatisfaction with executive compensation, which could lead to further governance challenges or activist pressure.
• Significant executive turnover, including the departures of key officers, could pose risks to operational continuity, strategic execution, and institutional knowledge.
• The company operates in a competitive market for executive talent, and the effectiveness of its compensation program in attracting and retaining qualified executives is a continuous risk.
• Performance-based compensation is tied to financial metrics (revenue, Adjusted EBITDA, TSR), making executive pay sensitive to broader economic downturns or market underperformance.

Future Outlook

The Compensation Committee will continue to evaluate and refine the structure of annual and long-term incentive programs for 2026 and beyond to ensure appropriate differentiation and alignment with sustained value creation. The Nominating and Corporate Governance Committee expects to continue evaluating the classified board structure, voting standards in director elections, and supermajority voting requirements regularly, providing recommendations to the Board. The next advisory vote on named executive officer compensation is anticipated at the 2027 annual meeting of stockholders.

Management Comments

• "You are cordially invited to attend this year's annual meeting of stockholders of Commerce.com, Inc. on May 14, 2026, at 8:00 a.m. Central Time. The annual meeting will be a completely virtual meeting." Travis Hess, Director and Chief Executive Officer
• "Whether or not you plan to attend the annual meeting, your vote is important and we encourage you to vote promptly." Travis Hess, Director and Chief Executive Officer
• "We are committed to continually enhancing our strong corporate governance practices, which we believe helps us sustain our success and build long-term value for our stockholders." Board of Directors
• "We believe that our Boards leadership structure supports effective risk management because it allows independent directors at the board level and on our Committees to exercise oversight over management." Board of Directors
• "We believe that stock ownership aligns the interests of our executive officers with our stockholders and encourages long-term management of the Company for the benefit of its stockholders." Company statement on stock ownership guidelines
• "We believe that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on us." Company statement on compensation risk assessment

Industry Context

StockSavvy.ai notes that Commerce.com operates in the competitive SaaS and e-commerce industry, as evidenced by its peer group selection criteria focusing on domestic, publicly-traded SaaS and e-commerce companies. The company's modest revenue and ARR growth rates (2.8% and 2.7% respectively) suggest it is navigating a mature or highly competitive market, where achieving significant top-line expansion can be challenging. The focus on Adjusted EBITDA improvement and strategic initiatives indicates a shift towards profitability and operational efficiency, a common trend among SaaS companies balancing growth with financial discipline. The high executive turnover could signal internal challenges or a strategic realignment of leadership talent within this dynamic sector.

Comparison to Industry Standards

• The Compensation Committee's 2025 peer group for executive compensation includes domestic, publicly-traded SaaS and e-commerce companies with annual revenue between $175 million and $750 million and market capitalization between $100 million and $1.2 billion.
• As of August 2025, Commerce.com was at the 57th percentile for revenue and the 60th percentile for EBITDA for the preceding 12 months compared to its peer group, but only at the 11th percentile for 30-day average market capitalization.
• The peer group includes companies such as Amplitude, Olo, Consensus Cloud Solutions, Kaltura, CS Disco, OneSpan, Domo, PagerDuty, E2open Parent, PROS, EverCommerce, Riskified, Fastly, Sprout Social, MeridianLink, and Yext.
• The company's 2.8% revenue growth and 2.7% ARR growth are relatively low compared to typical high-growth SaaS companies, which often aim for double-digit or higher growth rates, suggesting a more mature or highly competitive market position.
• The significant increase in Adjusted EBITDA (from $23.5 million to $31.7 million) and reduction in net loss (from $(27.030) million to $(19.342) million) indicate a stronger focus on profitability and operational efficiency, aligning with a trend seen in maturing tech companies.
• The 52.8% say-on-pay vote support is notably low, falling significantly below the typical 70-90% approval rates observed in many public companies, indicating substantial shareholder concern regarding executive compensation practices compared to industry norms.

Management Changes

Corporate Governance

Related Party Transactions

• Indemnification agreements have been entered into with each director and executive officer, requiring the company to indemnify them to the fullest extent permitted under Delaware law and advance expenses.
• A related-party transaction policy has been adopted, requiring the Audit Committee to review and approve or ratify transactions exceeding $120,000 involving executive officers, directors, director nominees, or 5% stockholders and their immediate family members.

Stakeholder Impact

• **Shareholders**: Directly impacted by the outcomes of the director elections, auditor ratification, and the advisory say-on-pay vote. The low say-on-pay support indicates significant shareholder concern regarding executive compensation, which the company is addressing through engagement and program refinements.
• **Employees**: Benefit from the implementation of an employer matching contribution to the 401(k) Plan (50% of the first 6% of eligible compensation, effective January 1, 2025) and participation in health and welfare plans. Executive turnover may create uncertainty or opportunities for other employees.
• **Customers**: Strategic and operational initiatives, which are part of the short-term incentive program, likely include customer-focused priorities aimed at enhancing value and satisfaction.
• **Management/Executives**: Compensation structure, including base salary, annual incentives, and long-term equity awards, is designed to attract, motivate, and retain talent, aligning their interests with company performance and shareholder value. Departures of key executives indicate significant changes in the leadership team.
• **Regulatory Bodies**: The company's adherence to SEC rules for proxy statements, corporate governance, and compensation disclosures demonstrates compliance with regulatory requirements.

Next Steps

• The 2026 Annual Meeting of Stockholders will be held on May 14, 2026, to vote on director elections, auditor ratification, and executive compensation.
• The Board and Compensation Committee will consider the outcome of the 2025 say-on-pay vote when making future executive compensation decisions.
• The Compensation Committee will continue to evaluate and refine the structure of annual and long-term incentive programs for 2026 and beyond.
• The Nominating and Corporate Governance Committee will continue evaluating the classified board structure, voting standards, and supermajority voting requirements.
• The next advisory vote on named executive officers' compensation is expected at the 2027 annual meeting.

Key Dates

Recommendation

StockSavvy.ai recommends a "Hold" for Commerce.com. While the company demonstrated improved Adjusted EBITDA and a reduced net loss in fiscal 2025, its revenue and ARR growth rates remain modest for the SaaS and e-commerce sector. The significant executive turnover and the low 52.8% shareholder support for the say-on-pay proposal indicate potential governance and strategic execution challenges that warrant close monitoring. The company's efforts to address shareholder feedback and refine compensation programs are positive, but the impact of these changes and the ability to accelerate top-line growth need to be observed before a more bullish stance can be taken.

Keywords

Proxy Statement, Corporate Governance, Executive Compensation, SEC Filing, Annual Meeting, Director Election, Auditor Ratification, Say-on-Pay, Financial Performance, Revenue, Adjusted EBITDA, Stockholder Return, SaaS, E-commerce, Cybersecurity, Risk Management, Board of Directors, Compensation Committee, Audit Committee, Nominating and Corporate Governance Committee, Shareholder Engagement, Stock Options, RSUs, PSUs