DEF 14A of BILL Holdings, Inc., Oct 26, 2023

DEF 14A of BILL Holdings, Inc.

Filed Oct 26, 2023 · FY20230001140361-23-049688

Open on EDGAR

  1. TABLE OF CONTENTS

    | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL | 57 | | PAY-VERSUS-PERFORMANCE DISCLOSURE | 60 | | CEO PAY RATIO | 64 | | EQUITY COMPENSATION PLAN INFORMATION | 65 | | OUR PROPOSALS | 66 | | PROPOSAL NO.1: ELECTION OF DIRECTORS | 66 | | PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 67 | | Independent Registered Public Accounting Firm Fees and Services | 67 | | Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm | 67 | | Change in Independent Registered Public Accounting Firm | 68 | | PROPOSAL NO. 3: ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 69 | | OUR ANNUAL MEETING AND GENERAL INFORMATION | 70 | | Information about Solicitation and Voting | 70 | | Internet Availability of Proxy Materials | 70 | | General Information about the Meeting | 70 |

  2. OUR BOARD OF DIRECTORS

    OUR BOARD OF DIRECTORS

  3. WHO WE ARE

    WHO WE ARE Our Board of Directors (our Board) currently consists of 12 directors, all of whom, other than Mr. Lacerte, qualify as “independent” under the listing standards of The New York Stock Exchange (the NYSE Listing Standards). Our Board is divided into three classes with each class serving for three years and the terms of office of the respective classes expiring in successive years. Directors in Class I will stand for election at the Annual Meeting for a three-year term ending upon the 2026 Annual Meeting of Stockholders. The terms of office of directors in Class II and Class III will expire at the annual meetings of stockholders to be held in 2024 and 2025, respectively.

  4. Director Nominees

    Director Nominees The following four directors have been nominated for election at the Annual Meeting:

  5. Director Nominees

    | René Lacerte Founder and CEO, BILL Age: 56 Director since: April 2006 Term Expires: 2023 | Experience • Founder and Chief Executive Officer, BILL (April 2006 – Present) • Founder, PayCycle, Inc., an online payroll solutions company that was later acquired by Intuit, Inc. (1999 – 2006) • Group Product Manager, Intuit, Inc. (Nasdaq: INTU), (1994 – 1999) | | | Education • B.A., Economics, Stanford University • M.S., Industrial Engineering, Stanford University | | | Skills and Qualifications Senior Operating Leadership Experience, Payments / Financial Services / FinTech Expertise, and SaaS / Technology / Innovation Experience gained over his extensive career in the finance, software, and payments industries, during which he launched Intuit’s first connected payroll product and helped build its bill payment and credit card businesses, then founded and led PayCycle, the first and then-largest online payroll solution, which was later acquired by Intuit, and finally founded our Company, which he has led since 2006. |

  6. Director Nominees

    | Peter Kight Senior Advisor, Commerce Ventures Age: 67 Independent Director since: May 2019 Term Expires: 2023 Committees: • Nominating and Corporate Governance • Cybersecurity | Experience • Senior Advisor, Commerce Ventures, LLC, a venture capital firm (December 2012 – Present) • Senior Advisor (April 2013 – April 2015), Managing Partner (2010 – April 2013), Comvest Partners, a private equity firm • Founder, Chairman and Chief Executive Officer, CheckFree (formerly: CKFR), a provider of financial services technology that was acquired by Fiserv, Inc. (1981 – 2007) | | | Current Board Service • Chairman, Repay Holdings Corp. (Nasdaq: RPAY), a financial technology and payment processing solution provider (July 2019 – Present) • Director, indie Semiconductor, Inc. (Nasdaq: INDI) (June 2021 – Present) | | | Former Board Service • Director, Blackbaud, Inc. (Nasdaq: BLKB), a software company (December 2014 – February 2020) • Director, Huntington Bancshares, Inc. (Nasdaq: HBAN), a bank holding company (June 2012 – April 2020) • Chairman, Thunder Bridge Acquisition, Ltd. (formerly: TBRG), a special acquisition company (September 2017 – July 2019) | | | Skills and Qualifications Senior Operating Leadership Experience, Payments / Financial Services / FinTech Expertise, and Strategy / M&A Expertise developed and gained over his career, including more than 25 years leading CheckFree, a company he founded, which provided financial electronic commerce solutions that enabled thousands of financial services providers and billers to process transactions and offer their customers the convenience of receiving and paying their bills online. |

  7. Director Nominees

    | Tina Reich Former SVP and Chief Credit Officer, American Express Age: 47 Independent Director since: June 2022 Term Expires: 2023 Committees: • Audit • Cybersecurity • Compliance and Payment Operations Risks, Chair (Subcommittee) | Experience • Advisor, Aspire FT Pte Ltd, a Singapore-based financial services platform (May 2023 – Present) • Advisor (August 2022 – Present), Head of Credit and Risk (May 2022 – August 2022), Theorem Partners, LLC, a financial technology and investment firm utilizing machine learning and data science • Advisor, Clara, a Latin American financial services company (March 2022 – Present) • Senior Vice President and Chief Credit Officer of both the Global Business Financing, Payments and Digital Experiences group, and managed risk for the Global Merchant and Network Services Group, American Express Company (NYSE: AXP), a payment and card services company (March 2019 – December 2021) • Chief Risk Officer and Chief Data Scientist platform, Credibly, a fintech lending company (September 2014 – February 2019) | | | Education • B.S., Economics, Massachusetts Institute of Technology | | | Current Board Service • Director, Santander Holdings USA and Santander Bank, NA (July 2023 – Present) | | | Former Board Service • Member, Experian Financial Services Advisory Council (2016 – December 2021) • Member, Experian Citicorp Payment Services (2013-2014) | | | Skills and Qualifications Senior Operating Leadership Experience, Payments / Financial Services / FinTech Experience, and Enterprise Risk Management - Cybersecurity, Payments and Regulatory Expertise developed over her career in roles such as Chief Credit Officer of the Global Business Financing, Payments and Digital Experiences group at American Express, where she led the risk team that launched or scaled new products, including working capital, invoice financing, cross-border payments and B2B supplier payment products as well as charge card and corporate card underwriting, and as Chief Risk Officer at Credibly, where she developed data science services that included early warning triggers, automated collections service and a data reconciliation algorithm. |

  8. Director Nominees

    | Scott Wagner Interim CEO, GoodRx Holdings Age: 53 Independent Director since: September 2021 Term Expires: 2023 Committees: • Compensation, Chair | Experience • Interim CEO, GoodRx Holdings, Inc. (Nasdaq: GDRX), a telemedicine platform (April 2023 – Present) • Chief Executive Officer, Bilander Acquisition Corp. (formerly: TWCB), a special purpose acquisition company (May 2021 – August 2023) • Chief Executive Officer (December 2017 – September 2019), President, Chief Financial Officer and Chief Operating Officer (May 2013 – December 2017), Interim Chief Executive Officer (July 2012 – January 2013), GoDaddy, Inc. (NYSE: GDDY), a leading internet domain registrar and web hosting company • Partner, KKR & Co. Inc. (NYSE: KKR), a global investment company (June 2000 – May 2012) | | | Education • B.A., Economics, Yale University • M.B.A., Harvard Business School | | | Current Board Service • Director, DoubleVerify Holdings, Inc. (NYSE: DV), an advertising data verification company (October 2021 – Present) • Currently serves on the boards of directors of two privately held companies | | | Former Board Service • Director, Bilander Acquisition Corp. (formerly: TWCB) (May 2021 – August 2023) • Director, TWC Tech Holdings II Corp. (Nasdaq: TWCT), a special purpose acquisition company (September 2020 – August 2021) • Director, GoDaddy (NYSE: GDDY) (December 2017 – September 2019) | | | Skills and Qualifications Senior Operating Leadership Experience, Finance / Accounting Expertise and SaaS / Technology / Innovation Experience gained over his career that included growing GoDaddy from the leading domain name registrar in the United States into a global SaaS company and more than a decade at KKR, where he advised and held interim executive roles at companies in the technology, payments, digital media, and services sectors. |

  9. Continuing Directors

    Continuing Directors In addition, the following eight directors will continue to serve until our 2024 or 2025 annual meetings of stockholders, as applicable:

  10. Continuing Directors

    | Aida Alvarez Former Administrator, U.S. Small Business Administration Age: 74 Independent Director since: May 2022 Term Expires: 2024 Committees: • Nominating and Corporate Governance | Experience • Served in the Clinton Administration (1992 – 2001), including as Administrator of the U.S. Small Business Administration (1996 – 2001), where she was the first Latina to serve in a U.S. President’s Cabinet, and as Director of the Office of Federal Housing Enterprise Oversight • Founding Chair Emerita, Latino Community Foundation • Previously, served in senior roles at Bear Stearns and First Boston | | | Education • A.B., English, Harvard University | | | Current Board Service • Director, Fastly, Inc. (NYSE: FSLY), a cloud computing company (August 2019 – Present) • Director, HP Inc. (NYSE: HPQ), a multinational technology company (June 2016 – Present) • Director, Stride, Inc. (NYSE: LRN), a for-profit education company (April 2017 – Present) | | | Former Board Service • Director, Oportun Financial Corp. (Nasdaq: OPRT), an online lending company (August 2011 – November 2022) • Director, Walmart, Inc. (NYSE: WMT), a multinational retail corporation (June 2006 – June 2016) • Director, MUFG Union Bank, a full-service bank (October 2004 – June 2014) • Director, Pacificare, Inc. (now UnitedHealth Group, Inc.) (NYSE: UNH), a multinational managed healthcare and insurance company (November 2003 – July 2005) | | | Skills and Qualifications Payments / Financial Services / FinTech Expertise, Enterprise Risk Management - Cybersecurity, Payments and Regulatory Expertise and Governance Experience developed through her extensive board experience and career serving in financial service institutions in both the public and private sectors, including at the U.S. Small Business Administration. |

  11. Continuing Directors

    | Steven Cakebread Former CFO, Yext Age: 72 Independent Director since: May 2019 Term Expires: 2025 Committees: • Audit, Chair | Experience • Chief Financial Officer, Yext Inc. (NYSE: YEXT), a software company (October 2014 – March 2022) • Chief Financial Officer and Chief Accounting Officer, D-Wave Systems, Inc., a quantum computing company (March 2013 – September 2014) • Chief Financial Officer company, Salesforce.com, Inc. (NYSE: CRM), a cloud-based software company (May 2002 – March 2008) | | | Education • B.S., Accounting, University of California, Berkeley • M.B.A., Indiana University | | | Former Board Service • Director, ServiceSource International, Inc. (Nasdaq: SREV), a service support provider (February 2010 – October 2017) | | | Skills and Qualifications Senior Operating Leadership Experience, Finance / Accounting Expertise, and Strategy / M&A Expertise gained and developed during his extensive career serving as a Chief Financial Officer at multiple technology companies, where he had ultimate responsibility for all of their financial and accounting matters and was instrumental in helping to form their business strategies. |

  12. Continuing Directors

    | Steve Fisher EVP and General Manager, Next Gen CRM & Unified Data Services, Salesforce.com Age: 59 Independent Director since: February 2021 Term Expires: 2024 Committees: • Cybersecurity, Chair | Experience • Executive Vice President and General Manager of Next Gen CRM and Unified Data, Salesforce.com, Inc. (NYSE: CRM), a cloud-based software company (July 2021 – Present) • Senior Vice President and Chief Technology Officer, eBay, Inc. (Nasdaq: EBAY), an online marketplace (September 2014 – May 2019) • Executive Vice President, Technology, Salesforce.com (NYSE: CRM) (December 2008 – September 2014) | | | Education • B.S., Mathematical and Computational Science, Stanford University • M.S., Computer Science, Stanford University | | | Current Board Service • Director, Copart Inc., a provider of online vehicle auction and automotive remarketing services (since July 2019) | | | Former Board Service • Director, FD Technologies Public Limited Company (LON: FDP), a provider of products and consulting services (September 2020 – January 2022) • Director, Vonage Holdings Corp. (formerly: VG), a cloud communications company (January 2013 – October 2021) • Director, Safeguard Scientifics, Inc. (Nasdaq: SFE), a venture capital and consulting firm (May 2015 – June 2018) | | | Skills and Qualifications Senior Operating Leadership Experience, Enterprise Risk Management - Cybersecurity, Payments and Regulatory Expertise, and Governance Experience developed over more than 25 years in leadership positions in the technology industry including in his current role at Salesforce, as well as his prior role, in which he was responsible for creating, scaling, managing and securing the company's industry-defining platforms, and his time serving as Senior Vice President and Chief Technology Officer at eBay, where he drove the company’s strategy and was responsible for overseeing the product experience, technology platform, and payments initiative. |

  13. Continuing Directors

    | David Hornik General Partner, August Capital General Partner, Lobby Capital Age: 55 Independent Director since: May 2016 Term Expires: 2025 Committees: • Nominating and Corporate Governance | Experience • General Partner, August Capital, a venture capital firm focused on information technology (June 2000 – Present) • Founder and General Partner, Lobby Capital, a venture capital firm (January 2021 – Present) | | | Education • A.B., Political Science and A.B., Computer Music, Stanford University • M. Phil, Criminology, Cambridge University • J.D., Harvard Law School | | | Current Board Service • Director, Fastly, Inc. (NYSE: FSLY), a cloud computing company (February 2012 – Present) • Currently serves on the boards of directors of several privately held companies | | | Former Board Service • Director, Splunk, Inc. (Nasdaq: SPLK), a provider of machine data analytics software (August 2004 – September 2017) • Director, GitLab Inc. (Nasdaq: GTLB), a software development platform (March 2019 – March 2022) | | | Skills and Qualifications SaaS / Technology / Innovation Experience, Strategy / M&A Expertise and Governance Experience gained over his more than 25 year career in the venture capital industry investing in a broad range of software companies, including enterprise application, infrastructure and SaaS businesses such as Splunk, financial technology companies such as WePay, and consumer services businesses such as Evite and Ebates. |

  14. Continuing Directors

    | Brian Jacobs Founder and General Partner, Emergence Capital Partners Founder and Managing Partner, Moai Capital Age: 62 Independent Director since: August 2007 Term Expires: 2025 Committees: • Compensation | Experience • Founder and General Partner, Emergence Capital Partners, a venture capital firm focused on early-stage enterprise software companies (January 2003 – Present) • Founder and Managing Partner, Moai Capital, a seed capital firm (May 2019 – Present) • Faculty member teaching venture capital finance, Stanford Graduate School of Business (2018 – Present) | | | Education • B.S. and M.S., Mechanical Engineering, Massachusetts Institute of Technology • M.B.A., Stanford Graduate School of Business | | | Current Board Service • Currently serves on the boards of directors of several privately held companies | | | Skills and Qualifications Payments / Financial Services / FinTech Expertise, SaaS / Technology / Innovation Experience, and Strategy / M&A Expertise gained during his extensive career in the venture capital industry focused on helping develop and grow SaaS and B2B cloud service companies, including Intacct, Impartner, Drivewyze, Eversight, and InsideView. |

  15. Continuing Directors

    | Allie Kline Founding Principal, LEO DIX Age: 52 Independent Director since: September 2020 Term Expires: 2025 Committees: • Audit • Nominating and Corporate Governance, Chair | Experience • Founding Principal, LEO DIX, a boutique management consulting firm (January 2020 – Present) • Chief Marketing and Communications Officer, Verizon Media (AOL, Yahoo, Huffington Post, TechCrunch, MAKERS), a subsidiary of Verizon Communications Inc. (NYSE: VZ), a multinational telecommunications agency (June 2015 - September 2018) • Chief Executive Officer, MAKERS, an AOL/Verizon Media women’s media brand (October 2016 - September 2018) • Chief Marketing Officer, AOL, Inc. (formerly NYSE: AOL), an online services and digital media company (January 2013 - June 2015) • Chief Marketing Officer, 33Across, a data and analytics company (May 2011 - December 2012) | | | Education • B.S., Communications, Ithaca College | | | Current Board Service • Director, Huntington Bancshares, Inc. (Nasdaq: HBAN), a bank holding company (April 2019 – Present) • Currently serves on the boards of directors of several privately held companies | | | Former Board Service • Director, Pier 1 Imports, Inc. (formerly: PIRRQ), a home furnishings retailer (September 2018 – September 2020) • Director, Waddell & Reed Financial, Inc. (NYSE: WDR), an asset management and financial planning company (February 2020 – May 2021) | | | Skills and Qualifications Enterprise Risk Management - Cybersecurity, Payments and Regulatory Expertise, Sales / Marketing Expertise, and Governance Experience gained and developed serving as Chief Marketing Officer at several leading technology and media companies, including Verizon Media, where she oversaw 20+ distinctive digital brands reaching one billion consumers, and at AOL, where her responsibilities included global consumer and B2B marketing, external and internal communications, brand strategy and creative, and corporate citizenship and cause marketing. |

  16. Continuing Directors

    | Allison Mnookin Former FinTech Executive; Senior Lecturer at Harvard Business School Age: 53 Independent Director since: July 2019 Term Expires: 2024 Committees: • Compensation • Compliance and Payment Operations Risks (Subcommittee) | Experience • Senior Lecturer of Business Administration, Harvard Business School (July 2017 – Present) • Chief Executive Officer, QuickBase, Inc., an online application software company (April 2016 – November 2016) • Vice President and General Manager, QuickBase (July 2010 - March 2016), and various Vice President roles (2007-2010) including General Manager, QuickBooks (2002- 2007), Intuit, Inc. (Nasdaq: INTU), a software company | | | Education • A.B., Women’s Studies, Harvard University • M.B.A., Harvard Business School | | | Current Board Service • Director, LPL Financial Holdings, Inc. (Nasdaq: LPLA), a technology, brokerage and investment advisory services company (June 2018 – Present) • Member, Advisory Board of the Mass. Fintech Hub (March 2022 – Present) | | | Former Board Service • Director, QuickBase, Inc., an online application software company (March 2016 – April 2019) • Director, Fleetmatics Group PLC, a SaaS fleet management provider (March 2014 – November 2016) | | | Skills and Qualifications Senior Operating Leadership Experience, Payments / Financial Services / FinTech Expertise, and SaaS / Technology / Innovation Experience developed over her two decades as a technology executive for successful cloud and business software companies, including as CEO of QuickBase, where she was responsible for setting the company’s business strategy and overseeing a client base of more than 500,000 business subscribers, including more than 50% of the Fortune 100. She also served as a Vice President and General Manager at Intuit where she led a $500 million small business product portfolio including QuickBooks, and was instrumental in the creation and growth of many new products including Quicken Loans. |

  17. Continuing Directors

    | Alison Wagonfeld Chief Marketing Officer, Google Cloud and Vice President, Marketing, Alphabet Age: 53 Independent Director since: October 2022 Term Expires: 2024 Committees: • Compensation | Experience • Chief Marketing Officer for Google Cloud and Vice President, Marketing, Alphabet, Inc. (Nasdaq: GOOG), a multinational technology company (May 2016 – Present) • Operating Partner, Emergence Capital Partners, a venture capital firm focused on early and growth-stage enterprise cloud companies (March 2013 – April 2016) • Executive Director, Harvard Business School California Research Center (October 2001 – March 2013) • Co-founder, Quicken Loans and Director of Marketing), Intuit, Inc., (Nasdaq: INTU), a software company (1996 – 1999 • Worked in the investment banking division, Morgan Stanley & Co. LLC (NYSE: MS) | | | Education • B.A., Yale University • M.B.A., Harvard Business School | | | Current Board Service • Founding Member, Adweek Diversity, Equity & Inclusion Council (January 2020 – Present) • Member, Advisory Board for the Yale University Jackson School for Global Affairs (March 2022 – Present) | | | Skills and Qualifications Senior Operating Leadership Experience, SaaS / Technology / Innovation Experience, Sales / Marketing Expertise gained over her over 25 year career in operational roles with hands-on experience with digital transformation, including in her current role serving as Chief Marketing Officer for both Google Cloud Platform and Google Workspace, where she has contributed to the rapid growth of Google Cloud, as well as her prior role as an operating partner at Emergence Capital, where she worked with over 30 SaaS companies, helping develop and refine their strategy and go-to-market plans and serving as a key advisor to portfolio company CEOs and senior executives. |

  18. Committees of Our Board of Directors

    | • | Reviewing and recommending to our Board the compensation of our directors; |

  19. Fiscal 2023 Director Compensation

    Fiscal 2023 Director Compensation Annually, the Compensation Committee evaluates the Company’s non-employee director compensation design, competitiveness, and effectiveness, to help ensure the program continues to facilitate the attraction and retention of highly qualified Board members. During fiscal 2023, the Compensation Committee engaged Compensia, Inc. (Compensia) as our independent compensation consultant to review the competitiveness of our non-employee director compensation program relative to industry peers and other comparably-sized companies and provide recommendations as deemed appropriate. The industry peer groups used in these periodic market studies are the same ones used to assess pay competitiveness for our named executive officers. For fiscal 2023, based on this analysis of our program as compared to our industry peers, Compensia did not recommend any changes to our existing non-employee director compensation program, but did recommend the compensation for our new Compliance and Payment Operations Risks Subcommittee and our new Cybersecurity Committee. Taking Compensia’s analysis into consideration, our Compensation Committee and Board reviewed our non-employee director compensation policy in February 2023 and determined to make no changes for fiscal 2023; however, the Compensation Committee recommended, and the Board approved, the compensation for our new Compliance and Payment Operations Risks Subcommittee and our new Cybersecurity Committee described below. The following table provides information regarding all fiscal 2023 compensation awarded to, earned by or paid to each person who served as a director for some portion or all of fiscal 2023, other than Mr. Lacerte, our Chief Executive Officer. Mr. Lacerte is not included in the table below, as he is also our employee and receives no additional compensation for his service as a director. The compensation received by Mr. Lacerte as an employee is shown in “Executive Compensation—Fiscal 2023 Summary Compensation Table” below.

  20. Fiscal 2023 Director Compensation

    | Name | Fees Earned or Paid In Cash | Stock Awards ($)(1)(2) | Total ($) | | Aida Alvarez | $42,282 | $200,006 | $242,287 | | Steven Cakebread | $65,625 | $200,006 | $265,631 | | Steve Fisher | $59,375 | $200,006 | $259,381 | | David Hornik | $47,636 | $200,006 | $247,641 | | Brian Jacobs | $53,770 | $200,006 | $253,776 | | Peter Kight | $70,946 | $200,006 | $270,952 | | Allie Kline | $60,602 | $200,006 | $260,608 | | Allison Mnookin | $61,370 | $200,006 | $261,375 | | Rory O'Driscoll(5) | $27,718 | $200,006 | $227,724 | | Tina Reich | $53,091 | $99,945(3) | $153,036(6) |

  21. Fiscal 2023 Director Compensation

    | Name | Fees Earned or Paid In Cash | Stock Awards ($)(1)(2) | Total ($) | | Scott Wagner | $54,994 | $200,006 | $255,000 | | Alison Wagonfeld | $27,276 | $400,032(4) | $427,308 |

  22. Fiscal 2023 Director Compensation

    | (1) The amounts reported in these columns represent the aggregate grant date fair value of restricted stock units (RSUs) or option awards made to directors in fiscal 2023 computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 (ASC 718). This amount does not reflect the actual economic value realized by the director, which will vary depending on the performance of our common stock. Our non-employee directors held option and RSU awards to acquire the following number of shares as of June 30, 2023: |

  23. Fiscal 2023 Director Compensation

    | | Number of Shares Underlying Outstanding Awards | | | Name | Option Awards | Stock Awards | | Aida Alvarez | — | 4,064 | | Steven Cakebread | 13,333 | 1,733 | | Steve Fisher | — | 2,369 | | David Hornik | — | 1,733 | | Brian Jacobs | — | 1,733 | | Peter Kight | 33,333 | 1,733 | | Allie Kline | — | 2,881 | | Allison Mnookin | 53,333 | 1,733 | | Rory O'Driscoll | — | — | | Tina Reich | — | 3,291 | | Scott Wagner | — | 2,632 | | Alison Wagonfeld | — | 3,116 |

  24. Fiscal 2023 Director Compensation

    | (2) Vests in accordance with the vesting schedule described below under “—Non-Employee Director Compensation Arrangements.” |

  25. Fiscal 2023 Director Compensation

    | (3) Ms. Reich joined our Board in June 2022 and her annual equity grant was prorated. |

  26. Fiscal 2023 Director Compensation

    | (4) Ms. Wagonfield joined our Board in October 2022. Amount reflects Initial Award (as defined below). |

  27. Fiscal 2023 Director Compensation

    | (5) Mr. O’Driscoll resigned from the Board effective January 31, 2023. |

  28. Fiscal 2023 Director Compensation

    | (6) Total excludes payment of approximately $7,000 for Ms. Reich to attend a cybersecurity education program. See below under “—Other Compensation.” |

  29. Fiscal 2023 Director Compensation

    Non-Employee Director Equity Compensation Under our current compensation practices, our non-employee directors receive equity compensation for their service as directors, which we believe reinforces alignment with our stockholders and is consistent with our overall compensation philosophy. Each non-employee director is entitled to receive RSUs under our 2019 Equity Incentive Plan (the 2019 Plan), as described below. The policy and amounts described below are those that were in effect during fiscal year 2023. Each new non-employee director appointed to the Board will be granted RSUs covering shares with a value equal to approximately $400,000 (the Initial Award), which will be granted on the date of the non-employee director’s appointment to the Board (the Initial Award Grant Date). The Initial Award will vest in three equal annual installments on the anniversary of the Initial Award Grant Date, subject to continued service on each applicable vesting date. On the date of each annual meeting of our stockholders, each continuing non-employee director will be granted RSUs covering shares with a value equal to approximately $200,000 (the Annual Award), prorated for non-employee directors who join between annual meetings of the Company’s stockholders. The Annual Award will vest on the earlier of (a) the date of the next annual meeting of the Company’s stockholders and (b) the date that is one year following the grant date of such Annual Award, subject to continued service on each applicable vesting date. In fiscal 2020, and prior to the consummation of our initial public offering and adoption by the Board of our non-employee director equity compensation policy, we granted to each of Mr. Cakebread, Mr. Kight, and Ms. Mnookin nonstatutory stock options to purchase 100,000 shares of our common stock, that vested at a rate of one-third annually on the first three anniversaries of their 2019 vesting start dates. Each of these options is fully vested. Non-Employee Director Cash Compensation Each non-employee director receives annual cash compensation of $32,500 for service on the Board, and additional cash compensation for the chairperson and committee members as set forth below. All cash payments are made quarterly in arrears and are pro-rated for any partial quarters of service.

  30. Fiscal 2023 Director Compensation

    | • | Lead Independent Director: $17,500 |

  31. Fiscal 2023 Director Compensation

    | • | Audit Committee Chair: $20,000 |

  32. Fiscal 2023 Director Compensation

    | • | Audit Committee Member (Non-Chair): $10,000 |

  33. Fiscal 2023 Director Compensation

    | ○ | Compliance and Payment Operations Risks Subcommittee Chair: $8,000 |

  34. Fiscal 2023 Director Compensation

    | ○ | Compliance and Payment Operations Risks Subcommittee Member (Non-Chair): $4,000 |

  35. Fiscal 2023 Director Compensation

    | • | Compensation Committee Chair: $15,000 |

  36. Fiscal 2023 Director Compensation

    | • | Compensation Committee Member (Non-Chair): $7,500 |

  37. Fiscal 2023 Director Compensation

    | • | Nominating and Corporate Governance Committee Chair: $8,000 |

  38. Fiscal 2023 Director Compensation

    | • | Nominating and Corporate Governance Committee Member (Non-Chair): $4,000 |

  39. Fiscal 2023 Director Compensation

    | • | Cybersecurity Committee Chair: $15,000 |

  40. Fiscal 2023 Director Compensation

    | • | Cybersecurity Committee Member (Non-Chair): $7,500 |

  41. Fiscal 2023 Director Compensation

    Other Compensation Non-employee directors receive no other form of remuneration, perquisites or benefits for their service as members of our Board, but they are reimbursed for their reasonable travel expenses incurred in attending Board and committee meetings, certain Company events and approved continuing education programs. In fiscal 2023, we paid approximately $7,000 for Ms. Reich to attend a cybersecurity education program.

  42. Stockholder Engagement

    | Topic | What We Heard | Board Actions and Changes in Response | | Board Composition Disclosure | Certain stockholders sought enhanced disclosure regarding our directors, including their specific skills and areas of expertise. | • Enhanced disclosure around director backgrounds. In our proxy statement for our 2023 Annual Meeting of Stockholders, we revamped the presentation of our directors and their backgrounds and added new disclosure with respect to their skills and experience. | | Named Executive Officer One-Time Equity Awards | Certain stockholders expressed concerns regarding one-time awards made to Named Executive Officers, including certain awards made in connection with M&A activity. | • No one-time awards approved in fiscal 2023. The Compensation Committee did not make any one-time awards to any of our Named Executive Officers in fiscal 2023 or in fiscal 2024 to date. Going forward, the Compensation Committee expects special grants to Named Executive Officers to be only on a limited, exceptional basis. In the event the Compensation Committee identifies a need for one-time grants, such as in connection with M&A activity, it will carefully consider the objectives, design (including the use of performance characteristics), and size of such grants, and we will thoroughly disclose its process and rationale in the applicable proxy statement. | | Mix of Performance- Based Equity | Certain stockholders expressed a preference for performance-based awards comprising a greater proportion of our Named Executive Officers’ long-term incentive awards. | • Introduced PSUs in fiscal 2023. In fiscal 2023, we introduced performance-based equity for the first time. In fiscal 2023, 30% of the target long-term equity incentive awards for each of our Named Executive Officers were in the form of performance-based restricted stock units (PSUs). • Proportion of PSUs increased in fiscal 2024. In fiscal 2024, 50% of our CEO’s and CFO’s long-term equity incentive awards were in the form of PSUs; 40% of our remaining Named Executive Officers’ long-term equity incentive awards were in the form of PSUs. The Compensation Committee will review on an ongoing basis the mix of performance equity, including target weighting of PSUs, in the context of market data and our overall pay-for-performance philosophy. |

  43. Stockholder Engagement

    | Topic | What We Heard | Board Actions and Changes in Response | | Measurement Periods of Performance-Based Awards | Certain stockholders expressed a preference for longer-term performance-based awards, with three-year measurement periods. | • Introduced 3-Year TSR PSUs in fiscal 2024. In fiscal 2024, we introduced three-year PSU awards tied to BILL’s relative total shareholder return (TSR) from July 1, 2023 to June 30, 2026. | | Corporate Governance Profile | Certain stockholders expressed concern with certain of our corporate governance features, including our classified Board and supermajority voting requirements for bylaw and charter amendments. | • Comprehensive corporate governance review planned for fiscal 2024. Over the coming months, the Board will be conducting a full review of our governing documents with the intention of sunsetting certain of our protective provisions over the coming years. |

  44. Fiscal 2023 Compensation Highlights

    | • | No one-time awards. In fiscal 2023, we did not provide any one-time equity grants to our Named Executive Officers. |

  45. Fiscal 2023 Compensation Highlights

    | • | Added new profitability metric to executive incentive cash bonus plan. In fiscal 2023, we added a second financial performance metric, “EBITDA Less Float,” to our executive incentive bonus plan (in addition to Core Revenue; a measurement of our revenue achievement).(1) We define EBITDA Less Float as our non-GAAP income (loss) from operations, excluding the margin contribution on funds held for customers. We define Core Revenue as revenue generated by subscription and transaction fees. This metric measures the profitability of our core business. For fiscal 2023, EBITDA Less Float and Core Revenue were weighted equally in determining executive bonus achievement. |

  46. Fiscal 2023 Compensation Highlights

    | • | Introduced performance-based equity. In fiscal 2023, we introduced PSUs to our executive officer compensation program. In fiscal 2023, 30% of the Named Executive Officers’ equity compensation was comprised of PSUs with financial-based performance metrics and the balance was comprised of time-based restricted stock units that vest over four years. The PSUs granted in fiscal 2023 were eligible to be earned based on our level of achievement of certain Core Revenue targets, subject to a Non-GAAP Net Income threshold, for fiscal 2023, followed by additional time-based vesting.(1) |

  47. Compensation Changes for Fiscal 2024

    | • | Increased proportion of performance-based equity. For Mr. Lacerte and Mr. Rettig, our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), respectively, 50% (increased from 30%) of the target long-term equity incentive value awarded for fiscal 2024 was in the form of PSUs, and the balance was in the form of time-based RSUs. For our remaining Named Executive Officers, 40% (increased from 30%) of the target long-term equity incentive value awarded for fiscal 2024 was in the form of PSUs, and the balance in RSUs. This increase represents a significant emphasis on performance-based compensation for our executive team, and a commitment to continue to align pay and performance. |

  48. Compensation Changes for Fiscal 2024

    | • | Incorporated total shareholder return metric. We introduced new PSUs tied to total shareholder return relative to the Russell 3000 over a three-year performance period. We believe these PSUs will help further align the interests of our executives with those of our stockholders and focus our leadership on long-term performance. |

  49. Compensation Changes for Fiscal 2024

    | • | Reduced CEO target total compensation. The target value of the long-term equity incentive grant for our CEO was reduced approximately 7% in fiscal 2024 in order to maintain a competitive positioning approximating the median of companies in our compensation peer group. |

  50. Compensation Changes for Fiscal 2024

    | * “At-risk” compensation includes incentive bonus and PSUs. “Not at-risk” compensation includes base salary and RSUs. |

  51. Compensation Changes for Fiscal 2024

    | FY23 Equity Award | % of Total FY23 Equity Award | Performance Period | Metrics | Achievement vs. Payout | | PSU - Financial | 30% for all Named Executive Officers | 1 year performance period, (1)∕3rd of achieved PSUs vesting at certification and the balance vesting in equal quarterly installments over the two year period thereafter. | Core Revenue, subject to Non-GAAP Net Income Threshold | Threshold: 92.5% of target = 50% Payout Target: 100% of target = 100% Payout Maximum: 110% of target = 200% Payout Payout capped at 100% of target if Non-GAAP Net Income threshold not met | | RSU | 70% for all Named Executive Officers | Quarterly vesting, over a 4-year period | N/A | N/A | | FY24 Equity Award | % of Total FY24 Equity Award | Performance Period | Metrics | Achievement vs. Payout | | PSU - Financial | 30% (Mr. Lacerte and Mr. Rettig) 25% (Mr. Padelford and Mr. Aji) | 1 year performance period, (1)∕3rd of achieved PSUs vesting at certification and the balance vesting in equal quarterly installments over the two year period thereafter. | Core Revenue, subject to Non-GAAP Net Income Threshold | Threshold: 93% of target = 50% Payout Target: 100% of target = 100% Payout Maximum: 107% of target = 200% Payout Payout capped at 100% of target if Non-GAAP Net Income threshold not met | | PSU - Relative TSR | 20% (Mr. Lacerte and Mr. Rettig) 15% (Mr. Padelford and Mr. Aji) | 3 years (100% cliff vesting at end of performance period) | Total shareholder return percentile rank against companies in the Russell 3000 | Threshold: 25th Percentile = 50% Payout Target: 50th Percentile = 100% Payout Maximum: 85th Percentile = 200% Payout | | RSU | 50% (Mr. Lacerte and Mr. Rettig) 60% (Mr. Padelford and Mr. Aji) | Quarterly vesting, over a 4-year period | N/A | N/A |

  52. Compensation Philosophy and Objectives

    We seek to achieve these objectives by providing compensation that is competitive with the practices of companies in our peer group and market for executive talent in our geography, with individual pay decisions approved in the context of both Company and individual performance. In addition to our peer group, we compete with much larger technology and other high-growth software and financial technology companies for world class talent. In addition, the Compensation Committee seeks to ensure that we maintain sound governance and compensation policies and practices. In designing and overseeing our executive compensation program, we strive to employ best practices and regularly assess our policies and practices. What We Do

  53. Compensation Philosophy and Objectives

    | • | Pay for Performance. We emphasize a strong pay-for-performance culture through rigorous annual incentive plan goals and by delivering a substantial portion of total compensation for our Named Executive Officers in the form of performance-based and time-based long-term equity awards. |

  54. Compensation Philosophy and Objectives

    | • | Annual Compensation Review. We maintain and annually review a group of peer companies, which we use as a data point for all compensation decisions for our executives. The peer group is comprised of public companies that have a similar revenue and market capitalization to ours. We compete with these companies, as well as with larger technology companies, for executive talent. |

  55. Compensation Philosophy and Objectives

    | • | Independent Compensation Consultant. Our Compensation Committee directly engages an independent compensation consultant, Compensia, to provide analysis for all aspects of our executive compensation decisions and guidance on other executive compensation matters independent of management. |

  56. Compensation Philosophy and Objectives

    | • | No Guaranteed Annual Bonuses. We do not provide guaranteed annual bonuses to our executive officers. |

  57. Compensation Philosophy and Objectives

    | • | No Single Trigger Acceleration. We do not provide “single trigger” equity acceleration upon a change in control of the Company. |

  58. Executive Compensation Program Design

    Executive Compensation Program Design Our Compensation Committee believes that executive compensation should be competitive with market practice and linked to our overall Company performance and stockholder returns. Our Compensation Committee evaluates our compensation philosophy and executive compensation program annually to ensure that our programs remain competitive relative to our market for executive talent and aligned with our strategic objectives. By delivering compensation in a mix of fixed and variable pay, including long-term vesting equity awards, we seek to align the incentives of our Named Executive Officers with achievement of long-term business objectives and financial performance that drives sustained stockholder value creation. To support our long-term objectives and reinforce a strong pay-for-performance culture, a majority of total target compensation for our Named Executive Officers has been awarded in the form of performance-based PSUs and time-based RSUs. To further align stockholder value creation with executive compensation, for fiscal 2024, the Compensation Committee increased the weighting of performance-based equity vs. time-based equity, and introduced a new long-term performance metric in our PSU program based on relative total shareholder return. PSUs directly align pay with our performance. To assess the competitiveness of our total direct compensation, our Compensation Committee considers the total direct compensation provided by companies in our compensation peer group and other market data provided by Compensia. Our Compensation Committee does not specifically benchmark the compensation of any individual to a precise level of compensation paid by companies in our peer group, and does not have a set formula for determining the relationship between either cash and equity compensation or fixed and variable or at-risk compensation. The material elements of our executive compensation program are:

  59. Executive Compensation Program Design

    | Compensation Element | Overview | Purpose | | Base Salary | Base salaries provide a fixed level of compensation tied to competitive market practice among peers and comparable software companies. | Designed to attract and retain highly talented executives by providing a stable level of fixed compensation in an amount that is competitive in the market. | | Annual Cash Incentive | Annual cash incentives for executives require achievement of annual goals tied to Core Revenue (a key measure of the growth of our business) and EBITDA Less Float (to encourage efficient performance and execution across the Company), weighted equally. | Designed to motivate our executives to achieve short-term financial objectives while making progress towards longer-term value creation. | | Long-Term Equity Incentive (RSUs) | For fiscal 2023, 70% of the target long-term incentive value awarded as part of the annual compensation cycle was in the form of RSUs. For fiscal 2024, this amount was reduced to 50-60%. Annual RSU grants generally vest quarterly over four years. | Designed to align the interests of our executives and stockholders by motivating executives to create sustainable long-term stockholder value, and serves as an important retention vehicle. | | Long-Term Equity Incentive (PSUs) | For fiscal 2023, 30% of target long-term incentive value awarded as part of the annual compensation cycle was in the form of PSUs. For fiscal 2023, PSUs included a Core Revenue target metric measured over one year plus an overall three-year time-based vesting schedule (from the grant date), capped at target-level achievement unless a Non-GAAP Net Income threshold value was achieved. For fiscal 2024, 40-50% of target long-term incentive value awarded was in the form of PSUs. For fiscal 2024, (i) a portion of PSUs were again based on Core Revenue target metric measured over one year plus an overall three-year time based vesting schedule (from the grant date), with such portion capped at target-level achievement unless a Non-GAAP Net Income threshold value was achieved, and (ii) a portion were based on a TSR metric measured over a three-year period, and vesting upon the completion of such period. | Designed to align the interests of our executives and stockholders by motivating executives to drive achievement of certain financial goals and create sustainable long-term stockholder value. | | Benefits | We offer competitive health and welfare benefits, as well as participation in an employee stock purchase plan and other employee benefit plans. | Designed to align with competitive norms for comparable companies. |

  60. Compensation Decision-Making Process

    | • | market data, including practices among companies in our compensation peer group; |

  61. Compensation Decision-Making Process

    | • | assisted in the review and updating of our compensation peer group; |

  62. Compensation Decision-Making Process

    | • | analyzed the executive compensation levels and practices of the companies in our compensation peer group; |

  63. Compensation Decision-Making Process

    | • | assisted with the design of the short-term and long-term incentive compensation plans for our Named Executive Officers and other executives; |

  64. Compensation Decision-Making Process

    Compensia reported to and worked for the Compensation Committee. In fiscal 2023, Compensia did not provide any services to us other than the services provided to our Compensation Committee. Our Compensation Committee has assessed the independence of Compensia in fiscal 2023 taking into account, among other things, the factors set forth in Exchange Act Rule 10C-1 and the listing standards of the NYSE, and has concluded that no conflict of interest exists with respect to the work that Compensia performs for our Compensation Committee. Role of Competitive Market Data As part of its annual compensation review process, the Compensation Committee generally reviews competitive market data for positions comparable to those of our Named Executive Officers and other key executives. In February 2022, the Compensation Committee, with the assistance of Compensia, reviewed our executive compensation peer group. The executive compensation peer group approved by the Compensation Committee to support fiscal 2023 pay decisions was comprised of publicly-listed direct competitors and cloud software companies. Additional factors that were considered in identifying peers included:

  65. Compensation Decision-Making Process

    | • | headquarters in the United States, with consideration given to San Francisco Bay Area companies in the overall peer group. |

  66. Compensation Decision-Making Process

    Our Compensation Committee removed Anaplan, AppFolio, Appian, BlackLine, C3.ai, Elastic, Everbridge, Fastly, Five9, Q2, SailPoint, Smartsheet, and Workiva from our fiscal 2023 compensation peer group either because the company did not meet one or more of the criteria discussed above and was no longer considered to be a meaningful comparison point or the company ceased to be publicly traded. Our Compensation Committee then added Affirm, Asana, Confluent, CrowdStrike, Datadog, Dynatrace, HashiCorp, HubSpot, MongoDB, Okta, Paylocity Holding, Qualtrics International, The Trade Desk, Unity Software, and Upstart to our fiscal 2023 compensation peer group based on the criteria set forth above. The Compensation Committee evaluates our peer group annually and modifies the peer group as needed. Given that not all of the peer group companies report data for a position comparable to each of our executive officers, the Compensation Committee also reviews market data from the Radford Global Technology survey. Our Compensation Committee utilizes market data as one reference point along with various other factors, such as the individual’s performance, experience, and competitive market conditions in making compensation decisions.

  67. Principal Elements of Compensation

    Base salary adjustments were made with reference to competitive market data and additional considerations described above under “—Compensation Decision-Making Process”, including the scope of role and individual performance of our Named Executive Officers. We seek to provide our executive officers with a base salary that is appropriate for their position and responsibilities, and that provides them with a level of income stability. Base salary adjustments were generally intended to increase alignment with the competitive market range as measured against our peer group for each Named Executive Officer, reflecting our strong performance and changes in our overall compensation framework through our transition from a private to publicly-traded company. Base salaries and target annual incentive opportunities for our Named Executive Officers were not increased from fiscal 2023 to fiscal 2024. This was based on the Compensation Committee’s determination, including input from the CEO, that cash compensation was competitively positioned relative to market norms among comparable companies. Annual Cash Bonus Compensation We use performance-based annual cash bonus opportunities to motivate our executive officers, including our Named Executive Officers, to achieve our annual financial, operational, and strategic business objectives. Under the Fiscal 2023 Bonus Program, our Named Executive Officers were eligible to earn annual cash bonuses based on our achievement of corporate financial goals, as described in detail below. Target Annual Cash Bonus Opportunities For purposes of the Fiscal 2023 Bonus Program, our Compensation Committee determined the target annual cash bonus opportunities of our Named Executive Officers expressed as a percentage of their annual base salary. In July 2022, the Compensation Committee set the target annual cash bonus opportunities for Mr. Lacerte, Mr. Rettig, Mr. Aji, and Ms. Chung for purposes of the Fiscal 2023 Bonus Program. Mr. Padelford’s target bonus opportunity was established in connection with his initial offer of employment in September 2022. The target annual cash bonus opportunities of our Named Executive Officers for fiscal 2022 and 2023 were as follows:

  68. Principal Elements of Compensation

    | Name | FY22 Target Bonus (% of Base) | FY23 Target Bonus (% of Base) | | René Lacerte | 100% | 100% | | John Rettig | 80% | 80% | | Loren Padelford | n/a | 100% | | Raj Aji | 50% | 60% | | Bora Chung | 60% | 60% |

  69. Principal Elements of Compensation

    | | Goal Weighting | Target Achievement | Actual Achievement | % of Target Achievement | % Payout | | Core Revenue | 50% | $978 million | $944.7 million | 96.6% | 77.3% | | EBITDA Less Float | 50% | ($20 million) | $9 million | n/a | 150.0% | | Overall Payout | | | | | 113.7% |

  70. Principal Elements of Compensation

    | | Target Bonus | Earned Bonus | Bonus % of Target | | René Lacerte | $550,000 | $625,350 | 113.7% | | John Rettig | $380,000 | $518,472 | 136.4% | | Loren Padelford(1) | $350,036 | $397,991 | 113.7% | | Raj Aji | $240,000 | $272,880 | 113.7% | | Bora Chung(2) | N/A | N/A | N/A |

  71. Principal Elements of Compensation

    | (1) Mr. Padelford’s bonus target was prorated to reflect his start date of September 12, 2023. Value converted from CAD to USD per July 3, 2023 exchange rate of 1 CAD = 0.752 USD. |

  72. Principal Elements of Compensation

    | (2) Ms. Chung did not earn an annual bonus payment for fiscal 2023 due to her retirement in October 2022. |

  73. Principal Elements of Compensation

    Base salaries and target annual incentive opportunities for our Named Executive Officers were not increased from fiscal 2023 to fiscal 2024. This was based on the Compensation Committee’s determination, including input from the CEO, that cash compensation was competitively positioned relative to market norms among comparable companies. Other Cash Bonus Payments Mr. Padelford received a signing bonus of $145,224 (CAD $192,350) as an inducement for Mr. Padelford to commence employment with us in September 2022. This signing bonus is subject to repayment in the event Mr. Padelford resigns or is terminated for “cause” before the one-year anniversary of his employment start date. Equity Compensation A significant portion of executive pay is delivered as long-term incentive equity awards with multi-year vesting requirements and performance-based metrics to incentivize, reward and retain our Named Executive Officers and drive long-term corporate performance and stockholder value and, thereby, to align the interests of our Named Executive Officers with those of our stockholders. Although our 2019 Plan does not itself mandate minimum vesting periods for specific types of equity awards, we generally provide awards vesting over a four-year time horizon, including a one-year cliff for new hires. We have historically used equity awards in the form of time-based stock options and RSUs, but our Compensation Committee subsequently transitioned to primarily using RSUs. The Compensation Committee believes that RSUs serve as an important retention vehicle and align the interests of management and stockholders while being less dilutive than stock options. As discussed above, during fiscal 2023 and in response to, among other things, market trends, our Compensation Committee’s assessment of our overall compensation program, our 2022 Say on Pay Vote results and investor feedback, the Compensation Committee introduced PSUs as a material component of annual equity award allocations for our executive officers. Annual Equity Compensation During fiscal 2023, we granted annual long-term incentive awards to each of our Named Executive Officers. The Compensation Committee approved the terms and value of these grants with consideration given to the competitive market data provided by Compensia, the individual performance and contribution of our executives, as well as our strong Company performance relative to both our compensation peers and broader market. For Mr. Lacerte, Mr. Rettig, and Mr. Aji, the target value of equity approved by the Compensation Committee was allocated 70% to time-vesting RSUs and 30% to performance-based PSUs. For Ms. Chung, the target value of equity approved by the Compensation Committee was allocated 100% to time-vesting RSUs in anticipation of her upcoming retirement. Upon joining our Company in September 2022, Mr. Padelford received awards structured as 70% RSUs and 30% PSUs, in amounts reflecting the value required to incentivize him to join us as a new hire. In all cases, the target award value was converted into shares based on the 30-trading day average closing price of our common stock through the period ending on the day prior to the date of grant. Details of the annual long-term incentive compensation awarded to our Named Executive Officers are as follows:

  74. Principal Elements of Compensation

    | | Number of: | | Target Value of:(1) | | Total | | Name | PSUs Granted (at Target) | RSUs Granted | PSUs Granted (at Target) | RSUs Granted | | | René Lacerte | 36,747 | 85,742 | $4,500,000 | $10,500,000 | $15,000,000 | | John Rettig | 29,397 | 68,594 | $3,600,000 | $8,400,000 | $12,000,000 | | Loren Padelford(2) | 19,495 | 45,489 | $3,000,000 | $7,000,000 | $10,000,000 | | Raj Aji | 12,249 | 28,581 | $1,500,000 | $3,500,000 | $5,000,000 | | Bora Chung | n/a | 8,166 | n/a | $1,000,000 | $1,000,000 |

  75. Principal Elements of Compensation

    | (1) These amounts reflect the Compensation Committee’s methodology for determining the equity awards during its compensation review process and do not reflect the actual economic value that may ultimately be realized by the Named Executive Officers. These amounts do not reflect, and are different from, the grant date fair value of the PSUs and RSUs computed in accordance with FASB ASC Topic 718. The grant date fair value of the PSUs and RSUs computed in accordance with FASB ASC Topic 718 is set forth in the “—Fiscal 2023 Summary Compensation Table” below. |

  76. Principal Elements of Compensation

    | (2) Mr. Padelford was hired during fiscal 2023 and participated in our annual long-term incentive program as part of the terms of his new hire offer package. |

  77. Principal Elements of Compensation

    Fiscal 2023 RSUs The RSUs granted to Mr. Lacerte, Mr. Rettig, and Mr. Aji vest in 16 equal quarterly installments, for a total four-year vesting period. The RSUs granted to Mr. Padelford vest as to 25% after one year and in 12 equal quarterly installments thereafter, for a total four-year vesting period. The RSUs granted to Ms. Chung vest in four equal quarterly installments, for a total one-year vesting period, reflecting her then-upcoming retirement. Fiscal 2023 PSUs The PSUs granted to our Named Executive Officers in fiscal 2023 were eligible to be earned based on our level of achievement of a Core Revenue metric, as described above. In addition, the number of shares earned were subject to a maximum equal to 100% of target if our fiscal 2023 Non-GAAP Net Income did not exceed a $45 million threshold during the year. Core Revenue was selected as the key performance metric for the fiscal 2023 PSUs as well as our Fiscal 2023 Bonus Program because our Compensation Committee determined that one of the most important factors in increasing stockholder value in fiscal 2023 was Core Revenue growth. Our Compensation Committee considered a variety of factors, including our continued growth, our dynamic, highly competitive and fast-moving industry and the difficulty of predicting future performance in such an environment, and concluded that a one-year Core Revenue-based performance metric incentivized our executives to focus on achieving performance objectives directly connected to our growth plan and, as a result, aligned their success with the interests of our stockholders. In addition, to promote profitability, fiscal 2023 PSU achievement was capped at a maximum of 100% of target if our Non-GAAP Net Income did not exceed a $45 million threshold during the year. The Compensation Committee included this cap as a guardrail to ensure that Core Revenue performance was achieved in a sustainable way. Core Revenue achievement between the threshold, target and maximum levels, and the corresponding number of fiscal 2023 PSUs that would be eligible to vest, would be linearly interpolated. Further information regarding the target, threshold, and maximum values for our fiscal 2023 PSUs are set forth in the table below.

  78. Principal Elements of Compensation

    In August 2023, the Compensation Committee certified that our actual fiscal 2023 Core Revenue was $944.7 million and our fiscal 2023 Non-GAAP Net Income was $194.4 million.(2) As a result, the Compensation Committee determined that the fiscal 2023 PSUs were achieved at 77.3% of target. One-third of achieved shares vested on August 28, 2023, with remaining achieved shares to vest quarterly over the following two years subject to the executive’s continued service. The actual numbers of Fiscal 2023 PSUs that were achieved and eligible to vest for each of our Named Executive Officers (other than Ms. Chung) are set forth in the table below.

  79. Principal Elements of Compensation

    | Name | Fiscal 2023 PSUs Achieved | | René Lacerte | 28,405 | | John Rettig | 22,723 | | Loren Padelford | 15,069 | | Raj Aji | 9,468 |

  80. Principal Elements of Compensation

    Fiscal 2024 Equity Program Our Compensation Committee continued to build upon our performance-based compensation program in fiscal 2024, awarding additional PSUs to our Named Executive Officers, increasing the percentage of total compensation represented by PSUs, and diversifying the vesting conditions by adding a three-year relative TSR performance goal as described above under “—Compensation Changes for Fiscal 2024”.

  81. Principal Elements of Compensation

    | ○ | For Mr. Lacerte and Mr. Rettig, approximately 40% of the target PSU value awarded in August 2023 is based on relative TSR (approximately 37.5% for Mr. Padelford and Mr. Aji). Vesting is contingent upon our TSR percentile ranking during a three-year performance period, beginning July 1, 2023 and ending June 30, 2026, relative to the companies included in the Russell 3000 index. 100% of earned shares vest at the end of the three-year period, subject to the executive’s continued service. |

  82. Principal Elements of Compensation

    | ○ | For Mr. Lacerte and Mr. Rettig, approximately 60% of the target PSU value awarded in August 2023 was in the form of financial metric PSUs (approximately 62.5% for Mr. Padelford and Mr. Aji), similar to those introduced in fiscal 2023. These PSUs are eligible to be earned based on our level of achievement of a Core Revenue target for fiscal 2024, which is meaningfully higher than the Core Revenue target for fiscal 2023. The PSUs are capped at 100% of target if our fiscal 2024 Non-GAAP Net Income does not exceed a defined threshold during the year. 1/3 of any achieved PSUs will vest shortly following achievement, and the balance will vest quarterly over two years, subject to the executive’s continued service. |

  83. Additional Information

    Post-Employment Compensation Arrangements The Compensation Committee considers maintaining a stable and effective management team to be essential to protecting the best interests of BILL and our stockholders. Accordingly, we have entered into change in control and severance agreements with each of our Named Executive Officers. These agreements are intended to align with competitive market practice among peers and the broader software market. In addition, change-in-control benefits support continued retention and continuity with respect to their roles and responsibilities without the distraction that may arise from the possibility or occurrence of a change in control of BILL. The benefits under the change in control and severance agreements generally supersede all other cash severance and vesting acceleration arrangements. For detailed descriptions of the post-employment compensation arrangements, we maintain with our Named Executive Officers as well as an estimate of the potential payments and benefits payable under these arrangements, see “—Potential Payments upon Termination or Change in Control” below. Stock Ownership Guidelines To further align the interests of our executive officers with those of our stockholders and to promote a long-term perspective in managing our Company, in October 2021, we adopted a stock ownership policy for our Chief Executive Officer, Chief Financial Officer and other executive officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act), including each of our Named Executive Officers. Our stock ownership policy requires each executive officer to acquire and hold a number of shares of our common stock equal in value to a multiple of such executive officer’s annual base salary, in each case, until he or she ceases to be an executive officer. The multiple for our Chief Executive Officer is five times his annual base salary, the multiple for our Chief Financial Officer is three times his annual base salary, and the multiple for our other executive officers is two times his or her annual base salary. For purposes of our stock ownership policy, we only count directly and beneficially owned shares, including shares purchased through our 2019 ESPP or 401(k) Plan, if applicable, shares underlying vested RSUs that are held or deferred, shares received on exercise of stock options and shares held in trust. Each executive officer has until the last day of our fiscal year that includes the fifth anniversary of the later of his or her designation as an executive officer and the effective date of the policy to obtain the required ownership level. The Compensation Committee may make exceptions in situations where the stock ownership policy would cause a severe hardship. Compensation Recovery “Clawback” Policy In October 2021, our Board adopted a policy providing for the recovery of all or any portion of an executive officer’s incentive-based compensation in the event that we restate our financial results and such executive officer’s fraud or intentional misconduct contributed to the need for such restatement, and the compensation earned by such executive officer exceeds what could have been earned by such executive officer based on the restated financial results, in all cases as determined by our Compensation Committee. In September 2023, our Board adopted a restated clawback policy providing for the recovery of all or any portion of an executive officer’s incentive-based compensation in the event that we restate our financial results in compliance with the final rules promulgated by the SEC under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, Rule 10D-1 and the NYSE. The policy applies to our Chief Executive Officer, Chief Financial Officer, and other executive officers, including each of our Named Executive Officers. The recovery period extends up to three most recently-completed fiscal years prior to the date of the restatement, with respect to incentive-based compensation granted or received after the effective date of the SEC rules. Anti-hedging Policy Under our Insider Trading Policy, we prohibit our employees, including our Named Executive Officers, and Board members, from hedging the risk associated with ownership of shares of BILL common stock and other securities. Anti-pledging Policy Under our Insider Trading Policy, we prohibit our employees, including our Named Executive Officers, and Board members from pledging any BILL securities as collateral for a loan, except as specifically approved by our Chief Compliance Officer. Employee Benefits and Perquisites In fiscal 2023, our Named Executive Officers were eligible to receive the same employee benefits generally available to all of our full-time employees, subject to the satisfaction of certain eligibility requirements. This included medical, dental, and vision benefits, flexible spending accounts, short-term and long-term disability insurance, life insurance, and accidental death and dismemberment insurance. Our employee benefits programs are designed to be affordable and competitive to the market in which we compete for talent. In addition, in fiscal 2023, we provided a tax equalization benefit for Mr. Padelford, a Canadian resident to address duplicative withholding in connection with his initial onboarding. Tax and Accounting Treatment of Compensation Our Compensation Committee takes the applicable tax and accounting requirements into consideration in designing and overseeing our executive compensation program. Deductibility of Executive Compensation Section 162(m) of the Internal Revenue Code of 1986, as amended (the Code), limits the amount that we may deduct from our federal income taxes for remuneration paid to our Named Executive Officers (other than our Chief Financial Officer) to $1 million dollars per executive officer per year. In approving the amount and form of compensation for the Named Executive Officers, the Compensation Committee considers all elements of our cost of providing such compensation, including the potential impact of Section 162(m). The Compensation Committee believes, however, that our stockholder interests are best served by retaining its discretion and flexibility in awarding compensation, even though some compensation awards may result in non-deductible compensation expense. No Tax Reimbursement of Parachute Payments and Deferred Compensation We did not provide any executive officer, including any Named Executive Officer, with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Sections 280G, 4999, or 409A of the Code during 2020, and we have not agreed and are not otherwise obligated to provide any Named Executive Officer with such a “gross-up” or other reimbursement. Accounting Treatment We account for stock compensation in accordance with the authoritative guidance set forth in FASB ASC Topic 718, which requires companies to measure and recognize the compensation expense for all share-based awards made to employees and directors over the period during which the award recipient is required to perform services in exchange for the award. We determine both the grant date fair value and the service period based on applicable accounting standards. This calculation is performed for accounting purposes and reported in the compensation tables included in this Proxy Statement.

  84. Fiscal 2023 Summary Compensation Table

    Fiscal 2023 Summary Compensation Table The following table provides information concerning compensation awarded to, earned by or paid to each of our Named Executive Officers for all services rendered to us during fiscal 2021, fiscal 2022 and fiscal 2023, as applicable:

  85. Fiscal 2023 Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary | Bonus | Stock Awards(1) | Option Awards(1) | Non-Equity Incentive Plan Compensation(2) | All Other Compensation(9) | Total | | René Lacerte Chief Executive Officer | 2023 | $550,000 | $0 | $16,545,814 | $0 | $625,350 | $0 | $17,721,164 | | | 2022 | $500,000 | $0 | $8,931,316 | $3,700,211 | $797,500 | $0 | $13,929,027 | | | 2021 | $444,500 | $0 | $0(7) | $0(7) | $759,000 | $0 | $1,203,500 | | John Rettig Chief Financial Officer and EVP, Finance and Operations | 2023 | $475,000 | $0 | $12,974,008(3) | $0 | $518,472 | $0 | $13,967,481 | | | 2022 | $409,740 | $0 | $21,352,008 | $1,435,421 | $570,270 | $0 | $23,767,439 | | | 2021 | $372,000 | $0 | $0(7) | $0(7) | $526,500 | $0 | $898,500 | | Loren Padelford Chief Commercial Officer | 2023 | $351,479(5) | $145,224(6) | $8,687,061 | $0 | $397,991(8) | $31,134(9) | $9,612,889 | | Raj Aji Chief Legal and Compliance Officer | 2023 | $400,000 | $0 | $5,405,892 | $0 | $272,880 | $0 | $6,078,773 | | | 2022 | $350,000 | $0 | $1,732,776 | $717,649 | $266,438 | $0 | $3,066,863 | | | 2021 | $299,496 | $0 | $0(7) | $0(7) | $216,169 | $0 | $515,665 | | Bora Chung(4) Former Chief Experience Officer | 2023 | $118,974 | $0 | $1,081,178 | $0 | $0 | $2,677 | $1,202,830 | | | 2022 | $370,000 | $0 | $1,949,349 | $807,452 | $370,185 | $0 | $3,496,986 | | | 2021 | $339,500 | $0 | $0(7) | $0(7) | $276,372 | $0 | $615,872 |

  86. Fiscal 2023 Summary Compensation Table

    | (1) Amounts represent the aggregate grant date fair value of the stock awards in the form of RSUs and PSUs, awarded to the named executive officer during fiscal 2023, as applicable, in accordance with FASB Accounting Standards Codification Topic 718. The assumptions used in calculating the grant date fair value are set forth in Note 11 of the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended June 30, 2023. Such grant-date fair market value does not take into account any forfeitures related to service-based vesting conditions that may occur. Note that the amounts reported in this column reflect the accounting cost for these RSUs and PSUs and do not correspond to the actual economic value that may be received by our named executive officers from the RSUs and PSUs. We computed the grant date fair value of PSU awards based on our achievement of the PSU awards' performance conditions at 100% of target. If the PSUs were instead valued based on the maximum outcome of the applicable performance condition (i.e., based on maximum level performance), the total amount for the PSU awards reported in this column for fiscal 2023 would increase as follows: Mr. Lacerte from $4,963,785 to $9,927,570, Mr. Rettig from $3,892,163 to $7,784,326, Mr. Padelford from $2,606,092 to $5,212,183, and Mr. Aji from $1,621,768 to $3,243,535. |

  87. Fiscal 2023 Summary Compensation Table

    | (2) The amounts reported represent payments made under our Fiscal 2023 Bonus Plan in respect of service in fiscal 2023, as described above in “—Principal Elements of Compensation –Annual Cash Bonus Compensation". |

  88. Fiscal 2023 Summary Compensation Table

    | (3) Amount includes PSU and RSU awards for Mr. Rettig. The PSUs granted in fiscal 2022 are considered to have a “market condition” for accounting purposes and are therefore valued using a lattice model simulation analysis, specifically a Monte Carlo simulation, as disclosed in Note 11 to our consolidated financial statements contained in our Annual Report on Form 10-K for the year ended June 30, 2022. |

  89. Fiscal 2023 Summary Compensation Table

    | (4) Ms. Chung departed from her role as Chief Experience Officer effective October 31, 2022, and continued to serve as a consultant through June 30, 2023. The amount in the All Other Compensation column reflects the approximate value of 2 months of COBRA benefits. |

  90. Fiscal 2023 Summary Compensation Table

    | (5) Mr. Padelford commenced employment September 12, 2022 at an initial base salary of CAD 577,000.00. Salary and Non-Equity Incentive Plan Compensation are prorated to reflect actual service time in fiscal 2023. Mr. Padelford salary value converted from CAD to USD per June 30, 2023 exchange rate of 1 CAD = 0.755 USD. |

  91. Fiscal 2023 Summary Compensation Table

    | (6) Mr. Padelford received a new hire sign on bonus of CAD 192,350 in October 2022. Value converted from CAD to USD per June 30, 2023 exchange rate of 1 CAD = 0.755 USD. |

  92. Fiscal 2023 Summary Compensation Table

    | (7) The Compensation Committee changed the cadence for the grant of long-term annual equity grants for our executive officers, to the first quarter of each fiscal year. As a result, our Named Executive Officers were awarded annual equity grants in July 2021 (in fiscal 2022) and received no annual equity grants during fiscal 2021. |

  93. Fiscal 2023 Summary Compensation Table

    | (8) Represents the amount actually approved by the Compensation Committee in USD. Value converted from CAD to USD based on exchange rate of 1 CAD = 0.752 USD as of July 3, 2023, the date on which the Compensation Committee certified the aggregate value of Mr. Padelford's annual bonus. |

  94. Fiscal 2023 Summary Compensation Table

    | (9) Consists of $31,134 in tax benefits for Mr. Padelford, a Canadian resident, to address duplicative withholding in connection with his initial onboarding. Mr. Padelford will repay this amount in fiscal 2024. |

  95. Fiscal 2023 Grants of Plan-Based Awards Table

    Fiscal 2023 Grants of Plan-Based Awards Table The following table provides information concerning each grant of an award made in 2023 for each of our Named Executive Officers under any plan. This information supplements the information about these awards set forth in the “—Fiscal 2023 Summary Compensation Table” above.

  96. Fiscal 2023 Grants of Plan-Based Awards Table

    | Name | Type of Award | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | All Other Option Awards: Number of Shares of Stock Options(2) | Grant Date Fair Value of Stock Awards(3) | | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | | René Lacerte | Cash | — | $275,000 | $550,000 | $990,001 | | | | — | — | — | | | RSU | 7/30/2022 | — | — | — | | | | 85,742 | — | $11,582,029 | | | PSU | 7/30/2022 | — | — | — | 18,374 | 36,747 | 73,494 | | — | $4,963,785 | | John Rettig | Cash | — | $190,000 | $380,000 | $684,000 | | | | — | — | — | | | RSU | 7/28/2022 | — | — | — | | | | 68,594 | — | $9,081,846 | | | PSU | 7/28/2022 | — | — | — | 14,699 | 29,397 | 58,794 | | | $3,892,163 | | Loren Padelford | Cash | — | $175,018 | $350,036 | $630,064(4) | | | | — | — | — | | | RSU | 9/28/2022 | — | — | — | | | | 45,489 | — | $6,080,970 | | | PSU | 9/28/2022 | | | | 9,748 | 19,495 | 38,990 | | — | $2,606,092 | | Raj Aji | Cash | — | $120,000 | $240,000 | $432,000 | | | | — | — | — | | | RSU | 7/28/2022 | — | — | — | | | | 28,581 | — | $3,784,124 | | | PSU | 7/28/2022 | — | — | — | 6,125 | 12,249 | 24,498 | | — | $1,621,768 | | Bora Chung | Cash | — | $120,000 | $240,000 | $432,000(5) | | | | — | — | — | | | RSU | 7/28/2022 | | | | | | | 8,166 | — | $1,081,178 |

  97. Fiscal 2023 Grants of Plan-Based Awards Table

    | (1) The amounts reported reflect the threshold, target and maximum performance-based cash incentive compensation amounts that could have been paid for fiscal 2023 under the Fiscal 2023 Bonus Program for the Named Executive Officers. The types and weighting of the performance measures under the Fiscal 2023 Bonus Program are described above under “Compensation Discussion & Analysis—Fiscal 2023 Bonus Program Performance Measurement”. |

  98. Fiscal 2023 Grants of Plan-Based Awards Table

    | (2) The vesting schedule of each stock award granted is set forth in the "—Outstanding Equity Awards at 2023 Year End Table" below. |

  99. Fiscal 2023 Grants of Plan-Based Awards Table

    | (3) Amounts represent the aggregate grant date fair value of the stock awards in form of RSUs and PSUs, awarded to the named executive officer during fiscal 2023, as applicable, in accordance with FASB Accounting Standards Codification Topic 718. The assumptions used in calculating the grant date fair value are set forth in Note 11 of the notes to our consolidated financial statements included in our annual report on Form 10-K for the year ended June 30, 2023. Such grant-date fair market value does not take into account any forfeitures related to service-based vesting conditions that may occur. Note that the amounts reported in this column reflect the accounting cost for these RSUs and PSUs and do not correspond to the actual economic value that may be received by our named executive officers from the RSUs and PSUs. In particular, amounts in this column include the grant date fair value of the fiscal 2023 PSUs, as computed in accordance with ASC 718, assuming the probable outcome of related performance conditions, which we have expected to be achieved at 100% of target for the fiscal 2023 PSUs. |

  100. Fiscal 2023 Grants of Plan-Based Awards Table

    | (4) As Mr. Padelford commenced employment September 12, 2022, his Non-Equity Incentive Plan Award is prorated to reflect service time in fiscal 2023. Value converted from CAD to USD per July 3, 2023 exchange rate of 1 CAD = 0.752 USD during planning. |

  101. Fiscal 2023 Grants of Plan-Based Awards Table

    | (5) Ms. Chung departed from her role as Chief Experience Officer effective October 31, 2022, therefore she became ineligible for, and did not receive, a fiscal 2023 Non-Equity Incentive Plan Award. |

  102. Outstanding Equity Awards at Fiscal Year-End Table

    Outstanding Equity Awards at Fiscal Year-End Table The following table presents, for each of the Named Executive Officers, information regarding outstanding stock options, RSUs, and PSUs held as of June 30, 2023. The equity awards listed below are subject to acceleration upon certain specified events; for more information, see “—Potential Payments upon Termination or Change in Control” below.

  103. Outstanding Equity Awards at Fiscal Year-End Table

    | | | Option Awards | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options | | | | Number of Shares or Units of Stock That have not Vested | Market Value of Shares or Units of Stock that have not Vested(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(#) | Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights That Have Not Vested($)(1) | | Name | Grant Date | Exercisable | Unexercisable | Exercise Price | Expiration Date | | | | | | René Lacerte | 8/2/2018(2) | 191,456 | 0 | $5.26 | 8/1/2028 | — | — | — | — | | | 2/13/2019(3) | 650,000 | 0 | $8.76 | 2/12/2029 | — | — | — | — | | | 5/28/2020(5) | 71,250 | 23,750 | $69.37 | 5/28/2030 | — | — | — | — | | | 5/28/2020(6) | — | — | — | — | 40,000 | $4,674,000 | — | — | | | 7/21/2021(8) | 12,184 | 15,667 | $200.42 | 7/21/2031 | — | — | — | — | | | 7/21/2021(9) | — | — | — | — | 25,067 | $2,929,079 | — | — | | | 7/30/2022(12) | — | — | — | — | 69,665 | $8,140,355 | — | — | | | 7/30/2022(13) | — | — | — | — | 28,405 | $3,319,124 | — | — | | John Rettig | 8/2/2018(2) | 7 | 0 | $5.26 | 8/1/2028 | — | — | — | — | | | 2/13/2019(3) | 96,300 | 0 | $8.76 | 2/12/2029 | — | — | — | — | | | 5/28/2020(5) | 14,250 | 8,750 | $69.37 | 5/28/2030 | — | — | — | — | | | 5/28/2020(6) | — | — | — | — | 15,000 | $1,752,750 | — | — | | | 7/20/2021(8) | 4,874 | 6,267 | $194.41 | 7/20/2031 | — | — | — | — | | | 7/20/2021(9) | — | — | — | 10,027 | 1,171,655 | — | — | | | | 12/13/2021(10) | — | — | — | — | 21,875 | $2,556,094 | — | — | | | 12/31/2021(11) | — | — | — | — | — | — | 50,000 | $5,842,500 | | | 7/28/2022(12) | — | — | — | — | 55,733 | $6,512,401 | — | — | | | 7/28/2022(13) | — | — | — | — | 22,723 | $2,655,183 | — | — | | Loren Padelford | 9/28/2022(14) | — | — | — | — | 45,489 | $5,315,390 | — | — | | | 9/28/2022(13) | — | — | — | — | 15,069 | $1,760,813 | — | — | | Raj Aji | 5/15/2019(4) | 7,812 | 0 | $11.20 | 5/14/2029 | — | — | — | — | | | 5/28/2020(5) | 3,342 | 2,500 | $69.37 | 5/28/2030 | — | — | — | — | | | 5/28/2020(6) | — | — | — | — | 3,750 | $438,188 | — | — | | | 7/20/2021(8) | 1,740 | 3,134 | $194.41 | 7/20/2031 | — | — | — | — | | | 7/20/2021(9) | — | — | — | — | 5,014 | $585,886 | — | — | | | 7/28/2022(12) | — | — | — | — | 23,222 | $2,713,491 | — | — | | | 7/28/2022(13) | — | — | — | — | 9,468 | $1,106,336 | — | — | | Bora Chung | 2/13/2019(3) | 0 | 0 | $8.76 | 2/12/2029 | — | — | — | — | | | 5/15/2019(4) | 0 | 0 | $11.20 | 5/14/2029 | — | — | — | — | | | 5/28/2020(5) | 938 | 0 | $69.37 | 5/28/2030 | — | — | — | — | | | 7/20/2021(8) | 2,741 | 0 | $194.41 | 7/20/2031 | — | — | — | — |

  104. Outstanding Equity Awards at Fiscal Year-End Table

    | (1) The dollar amounts shown are determined by multiplying the number of unvested shares or units by $116.85, the closing price of our common stock on the last trading day of fiscal 2023. |

  105. Outstanding Equity Awards at Fiscal Year-End Table

    | (2) The stock option vests at a rate of 1/48th of the shares of our common stock underlying the stock option each month following the August 2, 2018 vesting commencement date. |

  106. Outstanding Equity Awards at Fiscal Year-End Table

    | (3) The stock option vests at a rate of 1/2 of the shares of our common stock underlying the stock option on the two-year anniversary of the December 10, 2018 vesting commencement date and an additional 1/48th of the shares of our common stock underlying the stock option monthly thereafter. |

  107. Outstanding Equity Awards at Fiscal Year-End Table

    | (4) The stock option vests at a rate of 1/4th of the shares of our common stock underlying the stock option following a one year cliff and then 1/48th each month following the December 10, 2018 vesting commencement date. |

  108. Outstanding Equity Awards at Fiscal Year-End Table

    | (5) The stock option vests at a rate of 1/16th of the shares of our common stock underlying the stock option each quarter following the May 28, 2020 vesting commencement date. |

  109. Outstanding Equity Awards at Fiscal Year-End Table

    | (6) The stock award vests at a rate of 1/16th of the shares of our common stock underlying the award each quarter following the May 28, 2020 vesting commencement date. |

  110. Outstanding Equity Awards at Fiscal Year-End Table

    | (7) The stock option vests at a rate of 1/48th of the shares of our common stock underlying the stock option each month following the December 10, 2018 vesting commencement date. |

  111. Outstanding Equity Awards at Fiscal Year-End Table

    | (8) The stock option vests at a rate of 1/16th of the shares of our common stock underlying the stock option each quarter following the August 28, 2021 vesting commencement date. |

  112. Outstanding Equity Awards at Fiscal Year-End Table

    | (9) The stock award vests at a rate of 1/16th of the shares of our common stock underlying the award each quarter following the August 28, 2021 vesting commencement date. |

  113. Outstanding Equity Awards at Fiscal Year-End Table

    | (10) The stock award vests at a rate of 1/16th of the shares of our common stock underlying the award quarterly over four years, beginning February 28, 2022. |

  114. Outstanding Equity Awards at Fiscal Year-End Table

    | (11) Reflects target achievement for Mr. Rettig’s PSU award; there is no threshold for the PSU. The PSU includes three tranches, each subject to achievement of price-based goals during a five-year performance period commencing on the date of grant. To the extent achieved, the first, second and third tranches may vest no earlier than December 1, 2022, 2023 and 2024, respectively. |

  115. Outstanding Equity Awards at Fiscal Year-End Table

    | (12) The stock award vests at a rate of 1/16th of the shares of our common stock underlying the award each quarter following the August 28, 2022 vesting commencement date. |

  116. Outstanding Equity Awards at Fiscal Year-End Table

    | (13) The shares shown reflect the final achievement of the fiscal 2023 PSUs, as described in Compensation Discussion & Analysis. The achieved shares vest at a rate of 1/3rd of the shares of our common stock underlying the award following the certification of fiscal 2023 results on August 28, 2023, and then 1/8th quarterly over the next two years. |

  117. Outstanding Equity Awards at Fiscal Year-End Table

    | (14) The stock award vests at a rate of 1/4th of the shares of our common stock underlying the award following a one year cliff and then quarterly thereafter beginning November 28, 2022. |

  118. Fiscal 2023 Stock Option Exercises and Stock Vested Table

    Fiscal 2023 Stock Option Exercises and Stock Vested Table The following table presents, for each of our Named Executive Officers, the number of shares of our common stock acquired upon the exercise of stock options or vesting and settlement of RSUs during fiscal 2023 and the aggregate value realized upon the exercise of stock options and the vesting and settlement of RSUs.

  119. Fiscal 2023 Stock Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise(1) | Number of Shares Acquired on Vesting | Value Realized on Vesting(2) | | René Lacerte | 15,000 | $1,641,585 | 67,218 | $7,559,783 | | John Rettig | 91,107 | $11,040,259 | 41,067 | $4,566,929 | | Loren Padelford | — | — | — | — | | Raj Aji | 20,188 | $2,446,827 | 11,337 | $1,229,895 | | Bora Chung | 61,146 | $7,401,923 | 14,881 | $1,629,867 |

  120. Fiscal 2023 Stock Option Exercises and Stock Vested Table

    | (1) The aggregate value realized upon the exercise of a stock option represents the difference between the aggregate market price of the shares of our common stock on the date of exercise and the aggregate exercise price of the stock option. Amounts shown are presented on an aggregate basis for all exercises that occurred during fiscal 2023. |

  121. Fiscal 2023 Stock Option Exercises and Stock Vested Table

    | (2) The aggregate value realized upon the vesting and settlement of an RSU is based on the closing price on NYSE of our common stock on the day of vesting, except where day of vesting falls on weekend, it is the closing price on NYSE on the closest prior trading day. Amounts shown are presented on an aggregate basis for all vesting and settlement that occurred during fiscal 2023. |

  122. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Change in Control and Severance Agreements We have entered into change in control and severance agreements (CIC agreements) with each of our executive officers, including our Named Executive Officers, which provide for the following benefits if the executive is terminated by us without cause (as such term is defined in the CIC agreement) outside of a change in control (as such term is defined in the CIC agreement) in exchange for a customary release of claims: (i) a lump sum severance payment of six months base salary for our executive officers (eighteen months for our Chief Executive Officer and twelve months for our Chief Financial Officer and Chief Commercial Officer), (ii) a lump sum payment equal to the executive officer’s then-current target bonus opportunity prorated for the months served during the bonus year, and (iii) payment of premiums for continued medical benefits (or equivalent cash payment if applicable law so requires) for the same period of time as the salary severance. If the executive officer’s employment is terminated by us without cause or by the executive for good reason (as such term is defined in the CIC agreement) within the three months preceding a change in control (but after a legally binding and definitive agreement for a potential change of control has been executed) or within the twelve months following a change in control, the CIC agreements provide the following benefits in exchange for a customary release of claims: (i) a lump sum severance payment of twelve months base salary and 100% of target bonus for our executive officers (eighteen months base salary and 150% target bonus for our Chief Executive Officer), (ii) a lump sum payment equal to the executive officer’s then-current target bonus opportunity prorated for the number of months served out of the bonus year, (iii) 100% acceleration of any then-unvested equity awards (unless provided otherwise in a performance-based equity award agreement), and (iv) payment of premiums for continued medical benefits (or equivalent cash payment if applicable law so requires) for the same period of time as the salary severance. Each CIC agreement is in effect for three years, with automatic renewals unless notice is given by us to the executive officer three months prior to expiration. We believe that these arrangements are designed to align the interests of our Named Executive Officers and our stockholders when considering our long-term future. The primary purpose of these arrangements is to keep our most senior executive officers focused on pursuing all corporate transaction activity that is in the best interests of our stockholders regardless of whether those transactions may result in their own job loss. All payments, benefits and acceleration of vesting of outstanding equity awards in the event of a change in control of BILL are payable only if there is a subsequent loss of employment by a Named Executive Officer (a so-called “double-trigger” arrangement). The benefits under the change in control and severance agreements supersede all other cash severance and vesting acceleration arrangements. Fiscal 2023 PSUs In the event that a change in control had occurred while the performance period for the fiscal 2023 PSUs was on-going, the Non-GAAP Net Income Threshold would be disregarded, and the Core Revenue performance metric would be deemed achieved at the greater of target level or actual performance (as determined by the Board or the Compensation Committee in its sole discretion) as of such date. The resulting achieved PSUs would then vest as to 1/3rd on the regular quarterly vesting date following the change in control and 2/3rds over eight quarters thereafter, subject to the executive’s continued service. Such post-change in control time-vesting PSUs would be eligible for the double trigger acceleration set forth in the CIC Agreement described above. CFO December 2021 PSU While Mr. Rettig’s PSU granted in December 2021, which is subject to three increasing stock price goals, remains outstanding and eligible to be achieved. In the event of a change in control, the stock price goals shall be determined by reference to the price per share paid in such change in control. In the case of achievement between two stock price goals based on such per share price paid in a change in control, the achievement and resulting number of shares eligible to vest will be interpolated. Any resulting achieved shares will be subject to time-based vesting, and such post-change in control time-vesting PSUs would be eligible for the double trigger acceleration set forth in the CIC Agreement described above. Bora Chung On October 31, 2022 Ms. Chung ceased employment as our Chief Experience Officer, and also entered into a Separation Agreement, which provided for the payment of two months of COBRA premiums, which the Compensation Committee determined were reasonable payment in exchange for a customary release of claims against the Company. Ms. Chung did not receive any cash severance or equity acceleration. Upon her final day of employment, Ms. Chung was no longer eligible for the benefits of the CIC Agreement. On the same day, Ms. Chung entered into a Consulting Agreement with the Company, pursuant to which Ms. Chung provided consulting services to the Company through June 30, 2023, and in consideration for such services, Ms. Chung’s outstanding equity awards continued to vest pursuant to their terms during her term of service as a consultant of the Company. The following table provides information concerning the estimated payments and benefits that would be provided in the circumstances described above for each of our Named Executive Officers. Except where otherwise noted, payments and benefits are estimated assuming that the triggering event took place on June 30, 2023, and the price per share of our common stock was the closing price on the NYSE as of June 30, 2023, which was $116.85. There can be no assurance that a triggering event would produce the same or similar results as those estimated below if such event occurs on any other date or at any other price, or if any other assumption used to estimate potential payments and benefits is not correct. Due to the number of factors that affect the nature and amount of any potential payments or benefits, any actual payments and benefits may be different.

  123. Potential Payments upon Termination or Change in Control

    | | Qualifying Termination - No Change in Control | | | | Qualifying Termination - Change in Control | | | | | | Name | Cash Severance(1) | Non-Equity Incentive Plan Compensation ($)(5) | Continuation Of Medical Benefits(2) | Total | Cash Severance(1) | Non-Equity Incentive Plan Compensation ($)(5) | Continuation of Medical Benefits(2) | Value of Accelerated Vesting(3) | Total | | René Lacerte | $825,000(4) | $550,000 | $29,215 | $1,404,215 | $1,650,000(4) | $550,000 | $29,215 | $20,190,259 | $22,419,474 | | John Rettig | $475,000(6) | $380,000 | $25,057 | $880,057 | $855,000(6) | $380,000 | $25,057 | $15,063,635(8) | $16,323,692 | | Loren Padelford(9) | $435,635(6) | $435,635 | $2,868 | $874,138 | $871,270(6) | $435,635 | $2,868 | $7,076,277 | $8,386,050 | | Raj Aji | $200,000(7) | $240,000 | $9,738 | $449,738 | $640,000(6) | $240,000 | $19,477 | $4,962,656 | $5,862,132 | | Bora Chung(10) | | | $2,677 | $2,677 | | | | | |

  124. Potential Payments upon Termination or Change in Control

    | (1) The cash severance amount was determined based on the base salaries (and if applicable, target bonus award opportunities) in effect as of June 30, 2023. |

  125. Potential Payments upon Termination or Change in Control

    | (2) Reflects the estimated cost of Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (medical, dental and vision) continuation coverage, as applicable, during the severance period. |

  126. Potential Payments upon Termination or Change in Control

    | (3) The value of accelerated vesting is calculated based on the per share closing price on NYSE as of June 30, 2023, which was $116.85, less, if applicable, the aggregate exercise price of each outstanding unvested stock option. The value of accelerated vesting includes 100% of each of the executive’s then outstanding unvested time-based equity awards as of June 30, 2023. The value of accelerated vesting includes 100% of the earned fiscal 2023 PSUs, which were earned upon the achievement of a Core Revenue metric during the fiscal 2023, as described in “—Equity Compensation—Fiscal 2023 PSUs,” as certified by the Compensation Committee in August 2023, and eligible to time-vest following such certification. The value of accelerated vesting does not include any of the PSUs granted to Mr. Rettig in December 2021 (Rettig PSUs) because none of the Rettig PSU stock price targets were achieved as of June 30, 2023 (and none would have been achieved when using the closing price of our Class A common stock as of June 30, 2023 $116.85 as the assumed change in control per share value), and therefore no Rettig PSUs were eligible for acceleration. |

  127. Potential Payments upon Termination or Change in Control

    | (4) Amount represents 18 months of base salary (under no change incontrol) and 18 months of base salary plus target annual bonus opportunity (under change in control). |

  128. Potential Payments upon Termination or Change in Control

    | (5) Amount represents the executive officer’s then-current target bonus opportunity prorated for the months served during the bonus year. Amounts in table above reflect the executive's annual target bonus opportunity given the assumed triggering event date of June 30, 2023. |

  129. Potential Payments upon Termination or Change in Control

    | (6) Amount represents 12 months of base salary (under no change in control) and 12 months of base salary plus target annual bonus opportunity (under change in control). |

  130. Potential Payments upon Termination or Change in Control

    | (7) Amount represents 6 months of base salary. |

  131. Potential Payments upon Termination or Change in Control

    | (8) Excludes PSUs granted in December 2021 due to the closing share price on NYSE as of June 30, 2023, which was $116.85, as discussed in footnote 3 above. |

  132. Potential Payments upon Termination or Change in Control

    | (9) Value converted from CAD to USD per June 30, 2023 exchange rate of 1 CAD = 0.755 USD. Amounts reflect contractual obligations as set forth in Mr. Padelford’s Employment Agreement, which may be increased if required by applicable local law. |

  133. Potential Payments upon Termination or Change in Control

    | (10) Reflects the approximate value of two months of COBRA benefits. Due to her termination as an employee of the Company in October 2022, Ms. Chung is not eligible for any other severance benefits. |

  134. Pay-Versus-Performance Table

    | Year(1) | Summary Compensation Table Total for PEO(2) | Compensation Actually Paid to PEO(3) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(2) | Average Compensation Actually Paid to Non- PEO Named Executive Officers(3) | Value of Initial Fixed $100 Investment Based On: | | Net Income(6) | Company-Selected Measure: Core Revenue(7) | | | | | | | Total Stockholder Return(4) | Peer Group Total Stockholder Return(4)(5) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $17,721,164 | $18,224,752 | $7,715,493 | $7,289,711 | $130 | $173 | -$223,725,000 | $944,700,000 | | 2022 | $13,929,027 | $6,016,600 | $35,416,613 | $17,964,941 | $122 | $123 | -$326,361,000 | $633,400,000 | | 2021 | $1,203,500 | $88,064,283 | $2,481,593 | $19,844,278 | $203 | $142 | -$98,720,000 | $221,900,000 |

  135. Pay-Versus-Performance Table

    | 3 | The dollar amounts reported in column (c) and (e) represent the amount of “compensation actually paid” to our PEO and Non-PEO Named Executive Officers in each respective year. The dollar amounts do not reflect the actual amount of compensation earned or received during the applicable fiscal year. There are no material differences between the assumptions used to compute the valuation of the equity awards for calculating the compensation actually paid from the assumptions used to compute the valuation of such equity awards as of the grant date. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the total compensation of our PEO and non-PEO Named Executive Officers for each year to determine the “compensation actually paid” to each such person: |

  136. CEO PAY RATIO

    CEO PAY RATIO The following table presents the median of the annual total compensation of all our employees (other than Mr. Lacerte, our CEO), the annual total compensation of Mr. Lacerte and the ratio between the two. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Exchange Act.

  137. CEO PAY RATIO

    | FY2023 CEO annual total compensation | $17,721,164.78 | | FY2023 median employee annual total compensation | $205,382.25 | | Ratio of CEO to median employee annual total compensation | 86:1 |

  138. CEO PAY RATIO

    In identifying our median employee, we chose June 30, 2023, which is the last day of our most recently completed fiscal year, as the determination date. The pay ratio disclosure rules allow companies to exclude non-U.S. employees from the median employee calculation if non-U.S. employees in a particular jurisdiction account for five percent (5%) or less of the company’s total number of employees. We applied this de minimis exemption when identifying the median employee by excluding 84 non-U.S. employees as follows: 80 employees in Australia, three employees in Canada and one employee in New Zealand. After taking into account the de minimis exemption, 2,388 full-time employees who were employed by us (including our consolidated subsidiaries) in the U.S., including employees on a leave of absence, on the determination date were considered for identifying the median employee. To identify our median employee, we used a consistently applied compensation measure consisting of annual base salary earned, actual bonuses earned, and grant date fair value of equity awards granted to our employees, excluding our CEO, for the 12-month period from July 1, 2022, through June 30, 2023. This compensation measure was consistently applied to all employees included in the calculation and reasonably reflects the annual compensation of our employees. We did not make any cost-of-living adjustment. We did not include any independent contractors or other non-employee workers in our employee population. Using this approach, we selected the individual at the median of our employee population. We then calculated annual total compensation for this employee using the same methodology we use for our named executive officers as set forth in our Fiscal 2023 Summary Compensation Table. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our Fiscal 2023 Summary Compensation Table. SEC rules and guidance provide significant flexibility in how companies identify the median employee, and each company may use a different methodology and make different assumptions particular to that company. As a result, and as the SEC explained when it adopted these rules, in considering the pay-ratio disclosure, stockholders should keep in mind that the rules were not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather were designed to allow stockholders to better understand and assess each particular company’s compensation practices and pay-ratio disclosures.

  139. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The current terms of four directors expire at the Annual Meeting, and all four of such directors are standing for re-election at the Annual Meeting. Each director nominee elected will hold office until the 2026 Annual Meeting of Stockholders and until a successor has been duly elected and qualified unless, prior to such meeting a director shall resign, or his or her directorship shall become vacant due to his or her death, resignation or removal.

  140. ELECTION OF DIRECTORS

    | Name | Age | Position | | René Lacerte | 56 | Chief Executive Officer and Chair | | Peter Kight | 67 | Lead Independent Director | | Tina Reich | 47 | Director | | Scott Wagner | 53 | Director and Chair of the Compensation Committee |

  141. ELECTION OF DIRECTORS

    For information as to the shares of common stock held by our director nominees, see “Security Ownership of Certain Beneficial Owners and Management” above and for a biographical summary of our director nominees, see “Our Board of Directors” above. There are no arrangements or understandings between any of the director nominees or executive officers and any other person pursuant to which our director nominees or executive officers have been selected for their respective positions. THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE DIRECTOR NOMINEES.