DEF 14A of BILL Holdings, Inc., Oct 25, 2024

DEF 14A of BILL Holdings, Inc.

Filed Oct 25, 2024 · FY20240001140361-24-044217

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  1. TABLE OF CONTENTS

    | FISCAL 2024 GRANTS OF PLAN-BASED AWARDS TABLE | 58 | | OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE | 59 | | FISCAL 2024 STOCK OPTION EXERCISES AND STOCK VESTED TABLE | 60 | | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL | 60 | | PAY-VERSUS-PERFORMANCE DISCLOSURE | 63 | | CEO PAY RATIO | 67 | | EQUITY COMPENSATION PLAN INFORMATION | 68 | | OUR PROPOSALS | 69 | | PROPOSAL NO. 1: ELECTION OF DIRECTORS | 69 | | PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 70 | | Independent Registered Public Accounting Firm Fees and Services | 70 | | Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm | 71 | | Changes in Independent Registered Public Accounting Firm | 71 | | PROPOSAL NO. 3: ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 72 | | PROPOSAL NO. 4: APPROVAL OF AN AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION TO PERMIT THE EXCULPATION OF OFFICERS FROM PERSONAL LIABILITY FOR CERTAIN BREACHES OF THE DUTY OF CARE | 73 |

  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 II will stand for election at the Annual Meeting for a three-year term ending upon the 2027 Annual Meeting of Stockholders. The terms of office of directors in Class I and Class III will expire at the annual meetings of stockholders to be held in 2026 and 2025, respectively.

  4. Director Nominees

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

  5. Director Nominees

    | Aida Alvarez Former Administrator, U.S. Small Business Administration Age: 75 Independent Director since: May 2022 Term Expires: 2024 Committees and Positions: • 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), an 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) |

  6. Director Nominees

    | Skills and Qualifications Senior Operating Leadership Experience, 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 |

  7. Director Nominees

    | Steve Fisher President and General Manager, Einstein 1 Platform and Unified Data Services, Salesforce.com Age: 60 Independent Director since: February 2021 Term Expires: 2024 Committees and Positions • Cybersecurity, Chair | Experience • President and General Manager, Einstein 1 Platform and Unified Data Services, 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. (Nasdaq: CPRT), a provider of online vehicle auction and automotive remarketing services (July 2019 — Present) | | | 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. |

  8. Director Nominees

    | Allison Mnookin Former Software Executive; Senior Lecturer at Harvard Business School Age 54 Independent Director since: July 2019 Term Expires 2024 Committees and Positions: • Compensation, Chair • 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 financial 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 / 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. |

  9. Director Nominees

    | Alison Wagonfeld Chief Marketing Officer, Google Cloud and Vice President, Marketing, Alphabet Age: 54 Independent Directorsince: October 2022 Term Expires: 2024 Committees and Positions: • 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 financial software company (1996 – 1999) • Worked in the investment banking division, Morgan Stanley & Co. LLC (NYSE: MS), a global investment bank | | | Education • B.A., Yale University • M.B.A., Harvard Business School | | | Current Board Service • 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, and 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. |

  10. Continuing Directors

    Continuing Directors In addition, the following eight directors will continue to serve until our 2025 or 2026 annual meetings of stockholders, as applicable:

  11. Continuing Directors

    | René Lacerte Founder and CEO, BILL Age: 57 Director since: April 2006 Term Expires: 2026 Committees and Positions: • Board Chair | 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), a financial software company (1994-1999) | | | Education • B.A., Economics Stanford University • M.S., Industrial Engineering, Stanford University | | | Skills and Qualifications Senior Operating Leadership Experience, Payments / 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. |

  12. Continuing Directors

    | Steven Cakebread Former CFO, Yext Age: 73 Independent Director since: May 2019 Term Expires: 2025 Committees and Positions: • 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., 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. |

  13. Continuing Directors

    | David Hornik General Partner, August Capital General Partner, Lobby Capital Age: 56 Independent Director since: May 2016 Term Expires: 2025 Committees and Positions: • 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: 63 Independent Director since: August 2007 Term Expires: 2025 Committees and Positions: • 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 / 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

    | Peter Kight Former Chairman and CEO, CheckFree Age: 68 Independent Director since: May 2019 Term Expires: 2026 Committees and Positions: • Nominating and Corporate Governance • Cybersecurity | Experience • Senior Advisor, Commerce Ventures, LLC, a venture capital firm (December 2012 – March 2024) • Senior Advisor (April 2013 – April 2015), Managing Partner (2010 – April 2013), Comvest Partners, a private equity firm • Founder, Chairman and Chief Executive Officer, CheckFree, 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) | | | 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., a special acquisition company (September 2017 – July 2019) | | | Skills and Qualifications Senior Operating Leadership Experience, Payments / 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. |

  16. Continuing Directors

    | Allie Kline Founding Principal, LEO DIX Age: 53 Independent Director since: September 2020 Term Expires: 2025 Committees and Positions: • Lead Independent Director • Audit • Nominating and Corporate Governance, Chair | Experience • Executive Partner, Ethos Capital, a private equity firm (March 2024 - Present) • 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) | | | 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. |

  17. Continuing Directors

    | Tina Reich Former SVP and Chief Credit Officer, American Express Age: 48 Independent Director since: June 2022 Term Expires: 2026 Committees and Positions: • Audit • Cybersecurity • Compliance and Payment Operations Risks, Chair (Subcommittee) | Experience • Advisor, Medius, a B2B Sweden-based AI platform (August 2024 - Present) • Advisor, Aspire FT Pte Ltd, a B2B 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 B2B 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, Credibly, a fintech lending platform (September 2014 – February 2019) | | | Education • B.S., Economics, Massachusetts Institute of Technology (MIT) | | | Current Board Service • Director, Santander Holdings USA and Santander Bank, NA, a global banking group (July 2023 – Present) • Director, Altus Power (NYSE: AMPS), a clean power company (November 2023 – Present) • Member, MIT Corporation, Development Committee (August 2024 - 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 / 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. |

  18. Continuing Directors

    | Scott Wagner CEO, GoodRx Holdings Age: 54 Independent Director since: September 2021 Term Expires: 2026 Committees and Positions : • Compensation | Experience • CEO, GoodRx Holdings, Inc. (Nasdaq: GDRX), a telemedicine platform (April 2023 – Present) • Chief Executive Officer, Bilander Acquisition Corp., 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. |

  19. Committees of Our Board of Directors

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

  20. Fiscal 2024 Director Compensation

    Fiscal 2024 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 2024, 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 2024, 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. The following table provides information regarding all fiscal 2024 compensation awarded to, earned by or paid to each person who served as a director for some portion or all of fiscal 2024, 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 2024 Summary Compensation Table” below.

  21. Fiscal 2024 Director Compensation

    | Name | Fees Earned or Paid In Cash | Stock Awards ($)(1)(2) | Total ($) | | Aida Alvarez | $36,500 | $199,994 | $236,494 | | Steven Cakebread | $52,500 | $199,994 | $252,494 | | Steve Fisher | $47,500 | $199,994 | $247,494 | | David Hornik | $36,500 | $199,994 | $236,494 | | Brian Jacobs | $40,000 | $199,994 | $239,994 | | Peter Kight | $61,500 | $199,994 | $261,494 | | Allie Kline | $50,500 | $199,994 | $250,494 | | Allison Mnookin | $49,151 | $199,994 | $249,145 | | Tina Reich | $58,000 | $199,994 | $257,994 | | Scott Wagner | $47,974 | $199,994 | $247,968 | | Alison Wagonfeld | $40,000 | $199,994 | $239,994 |

  22. Fiscal 2024 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 2024 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, 2024: |

  23. Fiscal 2024 Director Compensation

    | | Number of Shares Underlying Outstanding Awards | | | Name | Option Awards | Stock Awards | | Aida Alvarez | — | 4,048 | | Steven Cakebread | 13,333 | 2,883 | | Steve Fisher | — | 2,883 | | David Hornik | — | 2,883 | | Brian Jacobs | — | 2,883 | | Peter Kight | 33,333 | 2,883 | | Allie Kline | — | 2,883 | | Allison Mnookin | 53,333 | 2,883 | | Tina Reich | — | 4,096 | | Scott Wagner | — | 3,332 | | Alison Wagonfeld | — | 4,960 |

  24. Fiscal 2024 Director Compensation

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

  25. Fiscal 2024 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 2024. 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. Non-Employee Director Cash Compensation For fiscal 2024, each non-employee director received 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 were made quarterly in arrears and were prorated for any partial quarters of service.

  26. Fiscal 2024 Director Compensation

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

  27. Fiscal 2024 Director Compensation

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

  28. Fiscal 2024 Director Compensation

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

  29. Fiscal 2024 Director Compensation

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

  30. Fiscal 2024 Director Compensation

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

  31. Fiscal 2024 Director Compensation

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

  32. Fiscal 2024 Director Compensation

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

  33. Fiscal 2024 Director Compensation

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

  34. Fiscal 2024 Director Compensation

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

  35. Fiscal 2024 Director Compensation

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

  36. Fiscal 2024 Director Compensation

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

  37. Fiscal 2024 Director Compensation

    In addition, Compensia recommended and, effective July 1, 2024, the Board adopted, certain modifications to our non-employee director cash compensation as follows: General Board Service Fee set to $35,000; Lead Independent Director Fee set to $20,000; and Nominating and Corporate Governance Committee Chair Fee set to $10,000. 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.

  38. Stockholder Engagement

    | Topic | What We Heard | Board Actions and Changes in Response | | Named Executive Officer One-Time Equity Awards | In 2023, 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 or fiscal 2024. The Compensation Committee did not make any one-time awards to any of our Named Executive Officers in fiscal 2023, fiscal 2024 or in fiscal 2025 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. |

  39. 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 or longer. | • Introduced 3-Year TSR PSUs in fiscal 2024. In fiscal 2024, we introduced three-year PSU awards tied to BILL’s relative total stockholder return (TSR) from July 1, 2023 to June 30, 2026. In fiscal 2024, we maintained our one-year Financial PSUs tied to our Core Revenue, with a Non-GAAP Net Income guardrail. Our Compensation Committee considered this one-year period to be appropriate to incentivize our executives to focus on and achieve performance objectives directly connected to our growth plan based on 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. | | Corporate Governance Profile | Certain stockholders expressed an expectation that certain of our corporate governance features, including our classified Board, supermajority voting requirements for bylaw and charter amendments, and simple plurality election standard be reviewed. | • Ongoing Annual Review of Corporate Governance Profile. In fiscal 2024 and early fiscal 2025, our Nominating and Corporate Governance Committee conducted a full review of our governing documents towards determining a roadmap for sunsetting certain of our protective provisions over the coming years. | | Enhanced Disclosure | In 2023, certain stockholders sought enhanced disclosure around compensation and our directors, including their specific skills and areas of expertise. | • Enhanced disclosure around compensation and director backgrounds. In our proxy statement for our 2023 Annual Meeting of Stockholders, we revamped our discussion of our compensation practices and the presentation of our directors and their backgrounds and added new disclosure with respect to their skills and experience. We further expanded our compensation discussion in our proxy statement for our 2024 Annual Meeting of Stockholders. |

  40. Fiscal 2024 Company Performance Results and Incentive Payout Summary(2)

    Fiscal 2024 Company Performance Results and Incentive Payout Summary(2) As discussed above in the section entitled “–How We Did–Fiscal 2024 Financial and Business Highlights,” our total revenue was $1,290.2 million in fiscal 2024, representing 22% growth over fiscal 2023. Fiscal 2023 revenue was $1,058.5 million, representing 65% growth over fiscal 2022. While our revenue growth slowed on a year-over-year basis in fiscal 2024, our profitability profile continued to improve: we recorded $196.2 million in Non-GAAP Operating Income in fiscal 2024, representing a 68% increase over fiscal 2023. Fiscal 2023 Non-GAAP Operating Income was $117.1 million, compared to a Non-GAAP Loss from Operations of $(14.7) million in fiscal 2022. Core Revenue, which is comprised of the revenue generated from subscriptions to our platform and transactions on our platform and excludes only “float” revenue, or revenue generated from interest on customer funds (which is less within our control), is a critical indicator of the growth of our business. In the technology industry, growth is considered paramount to the health of a business, and there is no metric that tracks our growth as effectively as Core Revenue. Our investors understand and have conveyed this to us in our meetings with them, and, as a result, we prioritize it in our compensation program. We structured our Fiscal 2024 Bonus Program to provide incentives that drive the efficient, long-term growth of the Company. In addition to using Core Revenue as a key growth metric, we include “EBITDA Less Float” to drive and reward improving profitability. We define EBITDA Less Float as our Non-GAAP Net Income, plus Other Income, Net, minus the profit we generate from Interest on Funds Held for Customers. We use EBITDA Less Float to measure the profitability of our core business (excluding “float” revenue, over which we have less control), and believe EBITDA Less Float acts as a guardrail to ensure that Core Revenue performance is achieved in a sustainable way. This aligns executives with our business performance and strategy, since it indicates how efficiently and responsibly we are driving our growth. These two metrics were weighted equally in the bonus calculation as we consider them equally important. We believe in driving improvement in both revenue and profitability and we set rigorous performance goals for our incentive-based compensation. This is demonstrated by our fiscal 2024 Core Revenue target, which was set at a level that was 32% above fiscal 2023 results, and the EBITDA Less Float goal, which was set 126% above fiscal 2023 results. We achieved 90% of our fiscal 2024 Core Revenue target and significantly outperformed our EBITDA Less Float target at 150% achievement. We believe that the resulting calculated payout of 100.4% under our Fiscal 2024 Bonus Program is therefore commensurate with our business performance. In addition, while we did not provide investors with formal financial guidance for our fiscal 2024 Core Revenue or EBITDA Less Float, we have guided as to Total Revenue, which is comprised of Core Revenue and “float” revenue. The Core Revenue target for our Fiscal 2024 Bonus Program represented a significantly more challenging target than would have been implied by the midpoint, or even the high end, of our Total Revenue guidance range provided to investors, based on the historical composition of our Total Revenue. This was true for the Core Revenue target provided for our Fiscal 2023 Bonus Program as compared to the guidance provided for fiscal 2023 (in summer 2022) as well. For our fiscal 2024 Financial PSU program, we continued to use Core Revenue as the primary metric because, as noted above, investors view it as key to assessing the health and trajectory of our business. We also require a Non-GAAP Net Income profitability threshold be met before paying out above target.

  41. Fiscal 2024 Company Performance Results and Incentive Payout Summary(2)

    | 2 | This section includes discussion of certain financial measures not prepared in accordance with Generally Accepted Accounting Principles in the United States (GAAP), including EBITDA Less Float, Non-GAAP Operating Income and Non-GAAP Net Income. See Appendix A for a reconciliation to GAAP. |

  42. Fiscal 2024 Company Performance Results and Incentive Payout Summary(2)

    While both the Bonus and Financial PSU programs use the same metric of Core Revenue, the threshold for the Financial PSUs was intentionally set to be more challenging and to reinforce the importance of achieving sustained long term growth. In order for the fiscal 2024 PSU shares to be earned, we would have needed to achieve at least 93% of the Core Revenue target. We did not achieve this and the fiscal 2024 Financial PSUs were therefore forfeited. The fiscal 2024 total stockholder return (TSR) PSUs remain outstanding, as their vesting will be determined following the applicable three-year measurement period.

  43. Fiscal 2024 Company Performance Results and Incentive Payout Summary(2)

    | Program | Metrics | FY24 Result | FY24 Payout | | FY24 Bonus Program | Core Revenue - weighted 50% EBITDA less Float - weighted 50% | Core Revenue: 90% achievement EBITDA less Float: 150% achievement | 100.4% | | FY24 Financial PSU Program | Core Revenue - weighted 100% Non-GAAP Net Income (to pay above target) | Core Revenue: 90% achievement (needed to achieve at least 93% to earn a payout) | 0% | | FY24 TSR PSU Program | Relative Total Stockholder Return | N/A; 3-year measurement period | N/A |

  44. Fiscal 2024 Company Performance Results and Incentive Payout Summary(2)

    Our executive compensation program is highly sensitive to Company performance and aligns the realized pay of our executives with actual financial and stock price performance. While we have heard feedback from certain investors that a longer performance period for our financial PSUs may be desirable, in the case of the fiscal 2024 financial PSUs, the one-year performance term resulted in no payout being earned by our Named Executive Officers in light of our fiscal 2024 performance. Our programs are working as intended, as the total realized pay for our Named Executive Officers was lower than their total target compensation by about 54%, on average, because the fiscal 2024 Financial PSUs were not achieved and the value of RSUs that vested during fiscal 2024 was lower due to our stock price performance.

  45. Fiscal 2024 Compensation Highlights

    | • | Increased proportion of performance-based equity. For Mr. Lacerte and Mr. Rettig, our Chief Executive Officer (CEO) and President and Chief Financial Officer (President & CFO), respectively, 50% (increased from 30% in fiscal 2023) of the target long-term equity incentive value awarded for fiscal 2024 was in the form of performance-based restricted stock units (PSUs), and the balance was in the form of time-based restricted stock units (RSUs). For our remaining Named Executive Officers, 40% (increased from 30% in fiscal 2023) of the target long-term equity incentive value awarded for fiscal 2024 was in the form of PSUs, and the balance in RSUs. In response to stockholder feedback, this increase represents a significant emphasis on performance-based compensation for our executive team, and a commitment to continue to align pay and performance. |

  46. Fiscal 2024 Compensation Highlights

    | • | Incorporated total stockholder return metric. We introduced new PSUs tied to TSR, relative to the Russell 3000 index 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. These new TSR PSUs supplement the financial PSUs that we introduced in fiscal 2023 and that we again granted during fiscal 2024 (in each case, taking the place of RSUs that were previously purely time-based). |

  47. Fiscal 2024 Compensation Highlights

    | • | No annual base salary increases. To reflect changes in the competitive market and BILL’s positioning versus its peers, the Compensation Committee did not increase the base salaries of our Named Executive Officers for fiscal 2024 (other than a small increase in connection with Mr. Rettig’s promotion). |

  48. Fiscal 2024 Compensation Highlights

    | • | No one-time awards. In fiscal 2024, we did not provide any one-time equity grants to our Named Executive Officers. |

  49. Fiscal 2024 Compensation Highlights

    The graphics below illustrate the mix of long-term incentives and at-risk compensation in our CEO’s and President & CFO’s fiscal 2024 target total compensation. The table below provides additional detail regarding the composition of the equity awards granted to our Named Executive Officers for fiscal 2024, including key metrics and terms.

  50. Fiscal 2024 Compensation Highlights

    | FY24 Equity Award | % of Total FY24 Equity Award | Performance Period | Metrics | Payout Scale | | 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 stockholder return percentile rank against companies in the Russell 3000 index | 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 | Continued service | N/A |

  51. Realized Pay for Fiscal 2024

    | (1) Fiscal 2024 total target compensation consists of annual base salary, target annual bonus, and grant date value of fiscal 2024 RSUs and Fiscal 2024 Financial PSUs and Fiscal 2024 TSR PSUs, as reflected in the “Summary Compensation Table.” For Mr. Rettig, the value reflects his total target compensation as President & CFO (inclusive of his increased salary and related increased target bonus in connection with his appointment). |

  52. Realized Pay for Fiscal 2024

    | (2) Fiscal 2024 realized total compensation is comprised of (i) annual base salary, (ii) actual fiscal 2024 annual bonus earned, (iii) RSUs that vested in fiscal 2024, valued at our $52.62 share price as of June 28, 2024, the final trading day of our fiscal year, and (iv) the earned fiscal 2023 PSUs that vested in fiscal 2024, valued at our $52.62 share price as of June 28, 2024, the final trading day of our fiscal year. Fiscal 2024 realized total compensation excludes (i) RSUs that remained unvested during fiscal 2024, (ii) Fiscal 2024 Financial PSUs which were not achieved and (iii) Fiscal 2024 TSR PSUs, which will not be eligible to be measured and vest until fiscal 2026. |

  53. Compensation Program for Fiscal 2025

    Compensation Program for Fiscal 2025 The Compensation Committee reviews our executive compensation programs annually to ensure ongoing alignment with our desired compensation philosophy and the long-term interests of our stockholders, as well as stockholder feedback and Say on Pay vote outcomes. Following its annual review, the Compensation Committee determined that our current executive compensation program remains aligned with our desired compensation philosophy and the long-term interests of our stockholders, and therefore no material design changes were made to the program for fiscal 2025. We made significant design changes to our program in 2023 with the addition of performance-based equity, and in 2024 by increasing the proportion of performance-based equity awards and introducing performance-based equity with a relative TSR performance metric, and the Compensation Committee believes it is important to observe the effectiveness of these enhancements in driving and rewarding Company financial performance before introducing additional changes. We will continue to review market data from peer companies and engage with stockholders to ensure that our program reflects best practices and considers the feedback of our stockholders.

  54. 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

  55. 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. |

  56. 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. |

  57. Compensation Philosophy and Objectives

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

  58. Compensation Philosophy and Objectives

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

  59. Compensation Philosophy and Objectives

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

  60. 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. The Compensation Committee also introduced a new long-term performance metric in our PSU program based on relative TSR over a three-year period, in addition to a financial-based metric in our PSU program. 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. 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:

  61. 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 2024, 50-60% of the target long-term incentive value awarded as part of the annual compensation cycle was in the form of RSUs. 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 2024, 40-50% of target long-term incentive value awarded was in the form of PSUs. For fiscal 2024, (i) a portion of PSUs was again based on a 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 was based on a relative 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, incentivize market out-performance, create sustainable long-term stockholder value and promote long-term retention. | | Benefits | We offer competitive health and welfare benefits, as well as participation in an employee stock purchase plan and other employee benefit plans. The Named Executive Officers (excluding Mr. Padelford) also participate in an executive health insurance program, as encouragement to monitor and maintain good health. | Designed to align with competitive norms for comparable companies. |

  62. Compensation Decision-Making Process

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

  63. Compensation Decision-Making Process

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

  64. Compensation Decision-Making Process

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

  65. 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; |

  66. 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; |

  67. Compensation Decision-Making Process

    In fiscal 2024, Semler Brossy did not provide any services to us other than the services provided to our Compensation Committee. Our Compensation Committee has assessed the independence of Semler Brossy in fiscal 2024 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 Semler Brossy 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 2023, 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 2024 pay decisions was comprised of publicly-listed direct competitors and cloud software companies. Additional factors that were considered in identifying peers included:

  68. Compensation Decision-Making Process

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

  69. Compensation Decision-Making Process

    Our Compensation Committee removed Affirm, Asana, Avalara, Coupa Software, The Trade Desk, and Upstart Holdings from our fiscal 2024 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 Elastic, Gitlab, Paycom Software, Procore Technologies, and Samsara to our fiscal 2024 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.

  70. Principal Elements of Compensation

    As illustrated above, 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. As previously noted, Mr. Rettig was promoted to President & Chief Financial Officer on November 2, 2023 and his base salary increased from $475,000 to $500,000 and his target bonus increased from 80% to 100% at that time. Mr. Padelford received no additional salary or compensation following his resignation, effective March 15, 2024. 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 2024 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 2024 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 2023, the Compensation Committee set the target annual cash bonus opportunities for Mr. Lacerte, Mr. Rettig, Mr. Aji, and Mr. Padelford for purposes of the Fiscal 2024 Bonus Program. The target annual cash bonus opportunities of our Named Executive Officers for fiscal 2023 and 2024 were as follows:

  71. Principal Elements of Compensation

    | Name | FY23 Target Bonus (% of Base) | FY24 Target Bonus (% of Base) | | René Lacerte | 100% | 100% | | John Rettig(1) | 80% | 93% | | Raj Aji | 60% | 60% | | Loren Padelford(2) | 100% | 100% |

  72. Principal Elements of Compensation

    | (1) Mr. Rettig’s annual bonus target remained unchanged as of the start of fiscal 2024. He was subsequently promoted to President & Chief Financial Officer on November 2, 2023, and his annual bonus target increased from 80% to 100% at that time. The figure in the table above for fiscal 2024 is a prorated target. |

  73. Principal Elements of Compensation

    | (2) Mr. Padelford’s employment ceased on March 15, 2024, making him ineligible to participate in the Fiscal 2024 Bonus Program. |

  74. Principal Elements of Compensation

    | | Goal Weighting | Target Achievement | Actual Achievement | % of Target Achievement | % Payout | | Core Revenue | 50% | $1,245.2 million | $1,122.7 million | 90.2% | 51% | | EBITDA Less Float | 50% | $20.4 million | $31.0 million | 152.0% | 150% | | Overall Payout | | | | | 100.4% |

  75. Principal Elements of Compensation

    | | Target Bonus | Earned Bonus | Bonus % of Target | | René Lacerte | $550,000 | $552,200 | 100.4% | | John Rettig(1) | $458,111 | $551,933 | 120.5% | | Raj Aji | $240,000 | $240,960 | 100.4% | | Loren Padelford(2) | $421,325 | N/A | N/A |

  76. Principal Elements of Compensation

    | (1) Mr. Rettig’s target and earned bonus reflect the November 2, 2023 increase to his base salary and annual bonus target in connection with his promotion. |

  77. Principal Elements of Compensation

    | (2) Mr. Padelford did not earn an annual bonus payment for fiscal 2024 due to his resignation in March 2024.The value in the table above was converted from CAD to U.S. Dollars (USD) per the June 29, 2024 exchange rate of 1 CAD = 0.73 USD. |

  78. Principal Elements of Compensation

    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. We generally provide awards vesting over a four-year time horizon, including a one-year cliff for new hires. We historically used equity awards in the form of time-based stock options and RSUs, but our Compensation Committee subsequently transitioned to primarily using RSUs and PSUs. 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, the Compensation Committee introduced PSUs as a material component of annual equity award allocations for our executive officers. In fiscal 2024, we went a step further by increasing the proportion of equity granted in the form of PSUs, representing a significant emphasis on performance-based compensation for our executive team, and a commitment to continue to align pay and performance. We also introduced new PSUs subject to vesting tied to total stockholder return relative to the Russell 3000 index over a three-year performance period. We believe the new TSR PSUs will help further align the interests of our executives with those of our stockholders and focus our leadership on long-term performance. Annual Equity Compensation During fiscal 2024, 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 and Mr. Rettig, the target value of equity approved by the Compensation Committee was allocated 50% to time-vesting RSUs; 30% to Financial PSUs and 20% to Relative TSR PSUs. For Mr. Aji and Mr. Padelford, the target value of equity approved by the Compensation Committee was allocated 60% to time-vesting RSUs, 25% to Financial PSUs and 15% to Relative TSR PSUs. The target award value was converted into shares based on a trailing 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:

  79. Principal Elements of Compensation

    | | Number of: | | | Target Value of:(1) | | | Total | | Name | Financial PSUs (at Target) | Relative TSR PSUs (at Target) | RSUs | Financial PSUs (at Target) | Relative TSR PSUs (at Target) | RSUs | | | René Lacerte | 35,114 | 23,409 | 58,524 | $4,200,000 | $2,800,000 | $7,000,000 | $14,000,000 | | John Rettig | 25,081 | 16,721 | 41,803 | $3,000,000 | $2,000,000 | $5,000,000 | $10,000,000 | | Raj Aji | 4,911 | 2,947 | 11,788 | $587,500 | $352,500 | $1,410,000 | $2,350,000 | | Loren Padelford(2) | 7,524 | 4,514 | 18,059 | $900,000 | $540,000 | $2,160,000 | $3,600,000 |

  80. 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 2024 Summary Compensation Table” below. |

  81. Principal Elements of Compensation

    | (2) Mr. Padelford resigned effective March 2024 and, consequently, his then-unvested long-term incentive awards were forfeited. |

  82. Principal Elements of Compensation

    Fiscal 2024 RSUs The RSUs granted to Mr. Lacerte, Mr. Rettig, Mr. Aji, and Mr. Padelford vest in 16 equal quarterly installments, for a total four-year vesting period. As noted above, Mr. Padelford resigned effective March 2024, and his remaining unvested RSUs were forfeited. Fiscal 2024 PSUs In fiscal 2024, the Committee again granted financial-based PSU awards designed to drive the achievement of Core Revenue and Non-GAAP Net Income achievement (the “Financial PSUs”). The Committee also introduced TSR-based PSU awards (the “TSR PSUs”), which were granted in tandem with the Financial PSUs. Together, the PSUs drive the achievement of our near-term financial goals, as well as long-term stockholder value creation. Fiscal 2024 Financial PSUs. A portion of the PSUs granted to our Named Executive Officers in fiscal 2024 were eligible to be earned based on our level of achievement of a Core Revenue metric, subject to a cap of 100% of target if our fiscal 2024 Non-GAAP Net Income did not exceed a threshold during the year, as described below. Core Revenue Metric. Core Revenue was selected as a key performance metric for the fiscal 2024 PSUs as well as our Fiscal 2024 Bonus Program because our Compensation Committee determined that one of the most important factors in increasing stockholder value in fiscal 2024 was Core Revenue growth. Core Revenue, which is comprised of the revenue generated from subscriptions to our platform and transactions on our platform and excludes only “float” revenue, or revenue generated from interest on customer funds (which is less within our control), is a critical indicator of the growth of our business. In the technology industry, growth is considered paramount to the health of a business, and there is no metric that tracks our growth as effectively as core revenue. Our investors understand and have conveyed this to us in our meetings with them, and, as a result, we prioritize it in our compensation program. 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. We operate in a highly-dynamic market and we believe that setting financial performance goals on a one-year basis best enables us to be precise and rigorous in reflecting the competitive environment. Non-GAAP Net Income Guardrail. To promote profitability, fiscal 2024 financial PSU achievement was capped at a maximum of 100% of target if our Non-GAAP Net Income did not exceed a $193.8 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. This aligns executives with our business performance and strategy, since it indicates how efficiently we are driving our growth in a responsible manner. It is also an appropriate performance motivator for our executive officers because their decisions can significantly impact this metric. Information regarding the target, threshold, and maximum values for our fiscal 2024 PSUs are set forth in the table below. Core Revenue achievement between the threshold, target and maximum levels, and the corresponding number of fiscal 2024 financial PSUs that would be eligible to vest, would be linearly interpolated.

  83. Principal Elements of Compensation

    | Name | Fiscal 2024 PSUs Achieved | | René Lacerte | 0 | | John Rettig | 0 | | Raj Aji | 0 | | Loren Padelford | N/A |

  84. Principal Elements of Compensation

    Fiscal 2024 TSR PSUs A portion of the PSUs granted to our Named Executive Officers in fiscal 2024 were eligible to be earned based on our TSR relative to the Russell 3000 index (the “Index”), with a single three-year performance period, beginning July 1, 2023 and ending June 30, 2026. The Committee granted these awards to align our NEOs’ incentives with the long-term

  85. Principal Elements of Compensation

    interests of our stockholders. The Committee determined that it was appropriate to use a single three-year performance period for the TSR PSUs granted during fiscal 2024 to align the TSR PSUs towards long-term sustained value creation balanced with the shorter-term annual performance objectives of the Financial PSUs. The Committee believes the Index is an appropriate comparison because it represents a broad group of companies with whom we compete for talent and investment dollars and is large enough to account for potential consolidation in our industry sector. The table below summarizes the performance targets and payout levels:

  86. Principal Elements of Compensation

    | | Performance Metric Achievement – Relative TSR | Performance Multiplier (as a Percentage of Target TSR PSUs) | | Below Threshold | <25th percentile | 0% | | Threshold Level | 25th percentile | 50% | | Target Level | 50th percentile | 100% | | Maximum Level | 85th percentile | 200% |

  87. Principal Elements of Compensation

    The Compensation Committee determined to set the threshold for maximum achievement at the 85th percentile, rather than the 75th percentile as many peer companies do, to incentivize exceptional performance. The Company’s relative TSR achievement (and the corresponding number of PSUs that are earned and vest) will be determined on a straight-line interpolation basis, if achievement is between the levels set forth in the table above. Any earned PSUs subject to the relative TSR performance metrics vest in full at the end of the three-year performance period, subject to the executive’s continued service at that time. Timing of Grants of Certain Equity Awards We grant equity awards on an annual basis and may grant equity awards on a discretionary basis in connection with certain events such as the commencement of employment, promotion or the closing of an acquisition. As discussed above, currently, we primarily grant RSUs and PSUs and generally do not grant stock options. We do not have a formal policy regarding the timing of awards of options in relation to our disclosure of material nonpublic information. However, our Compensation Committee does not grant option awards in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information for the purpose of affecting the value of executive compensation. Each fiscal year, our Compensation Committee adopts an annual budget for the grant of equity awards. Further, as part of its standing agenda, our Compensation Committee approves annual grants of equity awards to our Named Executive Officers at its regularly scheduled meeting in July of each year. For fiscal 2024, the Compensation Committee determined in advance that annual equity grants of RSUs and PSUs would be granted to our Named Executive Officers on August 15, 2023, with the number of RSUs and PSUs awarded determined based on the methodology described above under “—Annual Equity Compensation.” No additional, discretionary equity awards were made to our Named Executive Officers in fiscal 2024.

  88. Fiscal 2024 Summary Compensation Table

    Fiscal 2024 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 2022, fiscal 2023 and fiscal 2024, as applicable.

  89. Fiscal 2024 Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary(1) | Bonus | Stock Awards(2) | Option Awards(2) | Non-Equity Incentive Plan Compensation(3) | All Other Compensation(4) | Total | | René Lacerte Chief Executive Officer | 2024 | $613,462 | $— | $13,180,642 | $— | $552,200 | $31,667 | $14,377,970 | | | 2023 | $550,000 | $— | $16,545,814 | $— | $625,350 | $— | $17,721,164 | | | 2022 | $500,000 | $— | $8,931,316 | $3,700,211 | $797,500 | $— | $13,929,027 | | John Rettig(5) President and Chief Financial Officer | 2024 | $547,524 | $— | $9,414,759 | $— | $551,933 | $41,805(6) | $10,556,208 | | | 2023 | $475,000 | $— | $12,974,008 | $— | $518,472 | $— | $13,967,481 | | | 2022 | $409,740 | $— | $21,352,008(7) | $1,435,421 | $570,270 | $— | $23,767,439 | | Loren Padelford Former Chief Commercial Officer | 2024(8) | $301,950 | $— | $3,309,663 | $— | $— | $22,167 | $3,633,779 | | | 2023 | $351,479 | $145,224(9) | $8,687,061 | $— | $397,991 | $31,134 | $9,612,889 | | Raj Aji Chief Legal Officer, Chief Compliance Officer and Secretary | 2024 | $446,154 | $— | $2,160,427 | $— | $240,960 | $31,667 | $2,879,208 | | | 2023 | $400,000 | $— | $5,405,892 | $— | $272,880 | $— | $6,078,773 | | | 2022 | $350,000 | $— | $1,732,776 | $717,649 | $266,438 | $— | $3,066,863 |

  90. Fiscal 2024 Summary Compensation Table

    | (1) During fiscal 2024, we transitioned to a non-accrual vacation policy for our exempt employees, including our executive officers. Amounts listed include the resulting payments for accrued paid time off: $63,462 for Mr. Lacerte, $56,178 for Mr. Rettig and $46,154 for Mr. Aji. |

  91. Fiscal 2024 Summary Compensation Table

    | (2) Amounts represent the aggregate grant date fair value of the awards granted to each Named Executive Officer, 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, 2024. Such grant date fair 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. The fiscal 2024 TSR PSUs 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. The grant date fair value of the fiscal 2024 Financial PSU awards is based on our achievement of such Financial PSU awards' performance conditions at 100% of target. If both the Financial and TSR 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 2024 would increase as follows: Mr. Lacerte from $7,208,853 to $14,417,705, Mr. Rettig from $5,149,181 to $10,298,362, Mr. Padelford from $1,466,922 to $2,933,845, and Mr. Aji from $957,579 to $1,915,159. |

  92. Fiscal 2024 Summary Compensation Table

    | (3) The amounts reported represent payments made under our Fiscal 2024 Bonus Program in respect of service in fiscal 2024, as described above in “Compensation Discussion & Analysis — Annual Cash Bonus Compensation”. |

  93. Fiscal 2024 Summary Compensation Table

    | (4) Fiscal 2024 amounts include the costs of our executive health insurance program. |

  94. Fiscal 2024 Summary Compensation Table

    | (5) Mr. Rettig was promoted to President & Chief Financial Officer on November 2, 2023. His base salary increased from $475,000 to $500,000 and his target bonus increased from 80% to 100% at that time. |

  95. Fiscal 2024 Summary Compensation Table

    | (6) Amounts include a cash award paid pursuant to a company-wide, all employee, policy honoring service anniversaries for long-tenured employees with a cash bonus determined by tenure and a corresponding tax gross up, consisting of a $5,000 cash bonus and a $5,138 tax payment. |

  96. Fiscal 2024 Summary Compensation Table

    | (7) 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. |

  97. Fiscal 2024 Summary Compensation Table

    | (8) Mr. Padelford’s salary is prorated to reflect his resignation on March 15, 2024. The value is converted from CAD to USD based on exchange rate of 1 CAD = 0.730 USD as of June 30, 2024. Mr. Padelford did not receive payment under our Fiscal 2024 Bonus Program because he terminated employment. |

  98. Fiscal 2024 Summary Compensation Table

    | (9) Amount represents sign-on bonus. |

  99. Fiscal 2024 Grants of Plan-Based Awards Table

    Fiscal 2024 Grants of Plan-Based Awards Table The following table provides information concerning each grant of an award made in 2024 for each of our Named Executive Officers under any plan. This information supplements the information about these awards set forth in the “—Fiscal 2024 Summary Compensation Table” above.

  100. Fiscal 2024 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 Stock Awards: Number of Shares of Stock Options(2) | Exercise Price | Grant Date Fair Value of Stock and Option Awards(3) | | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | | | René Lacerte | Cash | — | $275,000 | $550,000 | $990,000 | | | — | — | — | — | — | | | RSU | 8/15/2023 | — | — | — | | — | — | 58,524 | — | — | $5,971,789 | | | PSU Financial | 8/15/2023 | — | — | — | 17,557 | 35,114 | 70,228 | — | — | — | $3,583,033 | | | PSU TSR | 8/15/2023 | — | — | — | 11,705 | 23,409 | 46,818 | — | — | — | $3,625,820 | | John Rettig | Cash | — | $229,056 | $458,111 | $824,600 | | — | — | — | — | — | — | | | RSU | 8/15/2023 | — | — | — | | — | — | 41,803 | — | — | $4,265,578 | | | PSU Financial | 8/15/2023 | — | — | — | 12,541 | 25,081 | 50,162 | — | | | $2,559,265 | | | PSU TSR | 8/15/2023 | — | — | — | 8,361 | 16,721 | 33,442 | | | | $2,589,916 | | Loren Padelford | Cash | — | $210,663 | $421,325 | $758,386(4) | | — | — | — | — | — | — | | | RSU | 8/15/2023 | | | | — | — | — | 18,059 | — | — | $1,842,740 | | | PSU Financial | 8/15/2023 | — | — | — | 3,762 | 7,524 | 15,048 | — | — | — | $767,749 | | | PSU TSR | 8/15/2023 | — | — | — | 2,257 | 4,514 | 9,028 | — | — | — | $699,173 | | Raj Aji | Cash | — | $120,000 | $240,000 | $432,000 | | — | — | — | — | — | — | | | RSU | 8/15/2023 | — | — | — | | — | — | 11,788 | — | — | $1,202,848 | | | PSU Financial | 8/15/2023 | — | — | — | 2,456 | 4,911 | 9,822 | — | — | — | $501,118 | | | PSU TSR | 8/15/2023 | — | — | — | 1,474 | 2,947 | 5,894 | — | — | — | $456,461 |

  101. Fiscal 2024 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 2024 under the Fiscal 2024 Bonus Program. The types and weighting of the performance measures under the Fiscal 2024 Bonus Program are described in the “Compensation Discussion & Analysis” section of this Proxy Statement. |

  102. Fiscal 2024 Grants of Plan-Based Awards Table

    | (2) The vesting schedule of each stock award granted is set forth in the “Outstanding Equity Awards at 2024 Year End Table” below. |

  103. Fiscal 2024 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 2024, 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, 2024. Such grant date fair 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 2024 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 2024 Financial PSUs. The Fiscal 2024 TSR PSUs 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. |

  104. Fiscal 2024 Grants of Plan-Based Awards Table

    | (4) Mr. Padelford departed from his role as Chief Commercial Officer effective March 15, 2024. |

  105. 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 (other than Mr. Padelford, who departed prior to fiscal year-end), information regarding outstanding stock options, RSUs, and PSUs held as of June 30, 2024. 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.

  106. 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: Number 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) | 176,456 | 0 | $5.26 | 8/1/2028 | — | — | — | — | | | 2/13/2019(3) | 650,000 | 0 | $8.76 | 2/12/2029 | — | — | — | — | | | 5/28/2020(4) | 95,000 | 0 | $69.37 | 5/28/2030 | — | — | — | — | | | 7/21/2021(5) | 19,147 | 8,704 | $200.42 | 7/21/2031 | — | — | — | — | | | 7/21/2021(6) | — | — | — | — | 13,926 | $732,786 | — | — | | | 7/30/2022(6) | — | — | — | — | 48,230 | $2,537,863 | — | — | | | 7/30/2022(9) | — | — | — | — | 11,836 | $622,810 | — | — | | | 8/15/2023(11) | — | — | — | — | 47,551 | $2,502,134 | — | — | | | 8/15/2023(12) | — | — | — | — | 0 | $0 | — | — | | | 8/15/2023(13) | — | — | — | — | — | — | 23,409 | $1,231,782 | | 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(4) | 23,000 | 0 | $69.37 | 5/28/2030 | — | — | — | — | | | 7/20/2021(5) | 7,659 | 3,482 | $194.41 | 7/21/2031 | — | — | — | — | | | 7/20/2021(6) | — | — | — | — | 5,571 | $293,146 | — | — | | | 12/13/2021 (7) | — | — | — | — | 13,125 | $690,638 | — | — | | | 12/13/2021 (8) | — | — | — | — | — | — | 50,000 | $2,631,000 | | | 7/28/2022 (9) | — | — | — | — | 38,584 | $2,030,290 | — | — | | | 7/28/2022(10) | — | — | — | — | 9,470 | $498,311 | — | — | | | 8/15/2023(11) | — | — | — | — | 33,965 | $1,787,238 | — | — | | | 8/15/2023(12) | — | — | — | — | 0 | $0 | — | — | | | 8/15/2023(13) | — | — | — | — | — | — | 16,721 | $879,859 | | Raj Aji | 5/28/2020(4) | 5,842 | 0 | $69.37 | 5/28/2030 | — | — | — | — | | | 7/20/2021 (5) | 3,133 | 1,741 | $194.41 | 7/20/2031 | — | — | — | — | | | 7/20/2021 (6) | — | — | — | — | 2,786 | $146,599 | — | — | | | 7/28/2022 (9) | — | — | — | — | 16,077 | $845,972 | — | — | | | 7/28/2022 (10) | — | — | — | — | 3,946 | $207,639 | — | — | | | 8/15/2023 (11) | — | — | — | — | 9,578 | $503,994 | — | — | | | 8/15/2023 (12) | — | — | — | — | 0 | $0 | — | — | | | 8/15/2023 (13) | — | — | — | — | — | — | 2,947 | $155,071 |

  107. 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 $52.62, the closing price of our common stock on the last trading day of fiscal 2024. |

  108. 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. |

  109. 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. |

  110. Outstanding Equity Awards at Fiscal Year-End Table

    | (4) 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. |

  111. 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 August 28, 2021 vesting commencement date. |

  112. 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 August 28, 2021 vesting commencement date. |

  113. Outstanding Equity Awards at Fiscal Year-End Table

    | (7) 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

    | (8) 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. To date, none of the three tranches have been earned. |

  115. 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, 2022 vesting commencement date. |

  116. Outstanding Equity Awards at Fiscal Year-End Table

    | (10) 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 2 years. |

  117. Outstanding Equity Awards at Fiscal Year-End Table

    | (11) 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, 2023 vesting commencement date. |

  118. Outstanding Equity Awards at Fiscal Year-End Table

    | (12) The shares shown reflect the final achievement of the fiscal 2024 PSUs, as described in Compensation Discussion & Analysis. No shares will achieve and vest. |

  119. Outstanding Equity Awards at Fiscal Year-End Table

    | (13) The shares shown reflect the target achievement of the fiscal 2024 TSR PSUs, as described in Compensation Discussion & Analysis. The fiscal 2024 TSR PSUs are subject to the level of achievement of relative TSR metrics over a three—year period, ending June 30, 2026. To the extent achieved, the achieved shares will vest in full at such time. |

  120. Fiscal 2024 Stock Option Exercises and Stock Vested Table

    Fiscal 2024 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 2024 and the aggregate value realized upon the exercise of stock options and the vesting and settlement of RSUs.

  121. Fiscal 2024 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 | — | — | 100,118 | $7,338,094 | | John Rettig | — | — | 66,446 | $4,897,632 | | Loren Padelford | — | — | 24,006 | $1,773,456 | | Raj Aji | 7,812 | $410,286 | 20,855 | $1,560,517 |

  122. Fiscal 2024 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 2024. |

  123. Fiscal 2024 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 2024. |

  124. 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. Mr. Padelford resigned effective March 2024, and no severance benefits were paid to him. Fiscal 2024 Financial PSUs In the event that a change in control had occurred while the performance period for the fiscal 2024 financial PSUs was ongoing, 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 Agreements described above. Fiscal 2024 TSR PSUs In the event that a change in control occurs during the performance period for the fiscal 2024 TSR PSUs, the degree of achievement will be determined based on the sale price of a share of our common stock in the change in control. Thereafter, any achieved PSUs will vest in twelve equal quarterly installments measured from July 1, 2023 (with any achieved PSUs that would be vested as of the change in control date immediately vesting at such time). Such post–change in control time–vesting PSUs will also be eligible for the double trigger acceleration set forth in the CIC Agreements described above. CFO December 2021 PSU 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. 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 28, 2024, the final trading day of the fiscal year, and the price per share of our common stock was the closing price on the NYSE as of June 28, 2024, which was $52.62. 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.

  125. 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($) | Continuation Of Medical Benefits | Total | Cash Severance(1) | Non—Equity Incentive Plan Compensation ($)(4) | Continuation of Medical Benefits | Value of Accelerated Vesting(2) | Total | | René Lacerte | $825,000(3) | $550,000 | $93,278 | $1,468,278 | $1,650,000(3) | $550,000 | $93,278 | $6,395,593 | $8,688,870 | | John Rettig | $500,000(5) | $500,000 | $69,302 | $1,069,302 | $1,000,000(6) | $500,000 | $69,302 | $5,299,623(7) | $6,868,925 | | Loren Padelford(8) | — | — | — | — | — | — | — | — | — | | Raj Aji | $200,000(6) | $240,000 | $31,093 | $471,093 | $640,000(6) | $240,000 | $62,185 | $1,704,204 | $2,646,389 |

  126. 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, 2024. |

  127. Potential Payments upon Termination or Change in Control

    | (2) The value of accelerated vesting is calculated based on the per share closing price on NYSE as of June 28, 2024, the last trading day of fiscal 2024, which was $52.62, less, if applicable, the aggregate exercise price of each outstanding exercisable stock option. |

  128. Potential Payments upon Termination or Change in Control

    The value of accelerated vesting includes 100% of each of the executive’s then outstanding unvested time—based equity awards. The Fiscal 2024 Financial PSUs are excluded because they were not achieved as of the end of fiscal 2024 and forfeited. The value of accelerated vesting does not include the Fiscal 2024 TSR PSUs because the TSR threshold target would not have been achieved using our closing price of $52.62 on June 28, 2024 as the assumed change in control per share value, and therefore no Fiscal 2024 TSR PSUs were eligible for acceleration. The value of accelerated vesting does not include any of the PSUs granted to Mr. Rettig in December 2021 (the “Rettig PSUs”) because none of the Rettig PSU stock price targets were achieved as of June 28, 2024 (and none would have been achieved when using our closing price of $52.62 on June 28, 2024 as the assumed change in control per share value), and therefore no Rettig PSUs were eligible for acceleration.

  129. Potential Payments upon Termination or Change in Control

    | (3) Amount represents 18 months of base salary (under no change of control) and 18 months of base salary plus target annual bonus opportunity (under change in control). |

  130. Potential Payments upon Termination or Change in Control

    | (4) Per agreement, executives are entitled to receive a prorated portion of their current fiscal year bonus opportunity. Amounts in table above reflect the executive's annual target bonus opportunity given the assumed triggering event date of June 30, 2024. |

  131. Potential Payments upon Termination or Change in Control

    | (5) Amount represents 12 months of base salary (under no change of control) and 12 months of base salary plus target annual bonus opportunity (under change in control). |

  132. Potential Payments upon Termination or Change in Control

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

  133. Potential Payments upon Termination or Change in Control

    | (7) The value of accelerated vesting does not include the PSUs granted to Mr. Rettig in December 2021, which are subject to price—based metrics that were not achieved based on our closing price of $52.62 on June 28, 2024, the final trading day of our fiscal year. |

  134. Potential Payments upon Termination or Change in Control

    | (8) Mr. Padelford departed from his role as Chief Commercial Officer effective March 15, 2024. He did not receive, and is no longer eligible for, any severance benefits. |

  135. 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) | | 2024 | $14,377,970 | ($4,629,120) | $5,689,669 | ($4,474,346) | $58 | $245 | ($28,878,000) | $1,122,733,000 | | 2023 | $17,721,164 | $18,224,752 | $7,715,493 | $7,289,711 | $130 | $173 | ($223,725,000) | $944,710,000 | | 2022 | $13,929,027 | $6,016,600 | $35,416,613 | $17,964,941 | $122 | $123 | ($326,361,000) | $633,365,000 | | 2021 | $1,203,500 | $88,064,283 | $2,481,593 | $19,844,278 | $203 | $142 | ($98,720,000) | $232,255,000 |

  136. Pay-Versus-Performance Table

    | 3 | The dollar amounts reported in columns (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 to the assumptions used to compute the valuation of the equity awards for calculation 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 fiscal 2024 to determine the “compensation actually paid” to each such period. |

  137. 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.

  138. CEO PAY RATIO

    | FY2024 CEO annual total compensation as calculated pursuant to Item 402(u) of Regulation S-K | $14,377,970 | | FY2024 median employee annual total compensation | $206,309 | | Ratio of CEO to median employee annual total compensation | 70:1 |

  139. CEO PAY RATIO

    In identifying our median employee, we chose June 30, 2024, 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 8 non-U.S. employees as follows: 7 employees in Australia and one employee in Canada. After taking into account the de minimis exemption, 2,176 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, 2023, through June 30, 2024. 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 2024 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 2024 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.

  140. 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 2027 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.

  141. ELECTION OF DIRECTORS

    | Name | Age | Position | | Aida Alvarez | 75 | Director | | Steven Fisher | 60 | Director and Chair of the Cybersecurity Committee | | Allison Mnookin | 54 | Director and Chair of the Compensation Committee | | Alison Wagonfeld | 54 | Director |

  142. 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.