Commerce.com, Inc. | Adopt a transparent, modernized payment processing model at Commerce.com, Inc.

Status
Omitted
AGM date
Resolution details
Lead filer
Individual
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Other
Filer type
Shareholder
Company HQ country
United States
Resolved clause
That the shareholders of Commerce Inc. request that the Board of Directors direct management to adopt a transparent, modernized payment processing model that captures the full economic value available to the Company. To support fiduciary oversight, shareholders request that the Board commission an independent third party evaluation of the Company’s current payment economics, including its commercial arrangements with third party processors. This evaluation should be completed within 90 days of the 2026 Annual Meeting, with a summary of findings—including a comparison of current yield versus peer platforms that operate House ISO or PayFac models—made available to shareholders. The independent evaluation should also include an analysis of a standardized platform component consisting of a $0.20 per transaction fee and a 0.25% platform percentage component, charged to the ISO/MSP/acquirer rather than to the merchant. The evaluation should further assess a uniform interchange plus structure for non house accounts, modeling a cap whereby merchants would not pay more than approximately 55–60 basis points above interchange and assessments. This ensures transparent, predictable, and market aligned pricing across all processors and gateways while maintaining a consistent platform component for the Company.
Supporting statement
Commerce Inc. currently captures only a small fraction of the payments-related economics available to platforms of its scale. In the most recent fiscal year, the Company reported approximately $32 billion in Gross Merchandise Volume (GMV), yet disclosed only $24.4 million in Payment Services Revenue (PSR). This equates to a yield of roughly 7.6 basis points, which is significantly below the 40–60 basis point range commonly achieved by peer platforms that operate their own payments infrastructure. STRATEGIC ADVANTAGES 1. Peer-Benchmarked Infrastructure Industry leaders such as Shopify, Intuit, and Lightspeed have modernized their payments infrastructure through House ISO or PayFac models. Commerce Inc. remains an outlier, allowing third-party processors to retain economics that comparable platforms typically capture internally. 2. ERP-Integrated Merchant Stability (Exhibit D) Analysis of ERP-connected merchants (e.g., Sage 300 environments) shows long-tenure, high-volume accounts with exceptionally stable processing behavior. These merchants represent durable economic activity that is currently monetized primarily by third-party processors rather than by the Company. 3. B2B Data Optimization By automating Level II/III data transmission through Visa’s Commercial Enhanced Data Program (CEDP), the Company can materially reduce interchange costs for its largest B2B merchants, improving merchant retention and enhancing the Company’s net economics. 4. Third-Party Accountability An independent evaluation will help identify areas where economic value may be leaking to external processors due to legacy commercial structures, restrictive agreements, or outdated pricing models. This information is essential for effective fiduciary oversight. Failure to modernize effectively subsidizes third-party processors at the expense of Commerce Inc. shareholders. Adopting this proposal will provide transparency, improve economic performance, and strengthen long-term shareholder value. I have held the requisite number of shares for the required duration and intend to continue holding such shares through the date of the annual meeting.

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