DEF 14A of BILL Holdings, Inc., Oct 27, 2025

DEF 14A of BILL Holdings, Inc.

Filed Oct 27, 2025 · FY20250001193125-25-251571

Open on EDGAR

  1. TABLE OF CONTENTS

    | FISCAL 2025 SUMMARY COMPENSATION TABLE | 62 | | FISCAL 2025 GRANTS OF PLAN-BASED AWARDS TABLE | 63 | | OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE | 64 | | FISCAL 2025 STOCK OPTION EXERCISES AND STOCK VESTED TABLE | 66 | | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL | 66 | | PAY VERSUS PERFORMANCE DISCLOSURE | 69 | | CEO PAY RATIO | 73 | | EQUITY COMPENSATION PLAN INFORMATION | 74 | | OUR PROPOSALS | 75 | | PROPOSAL NO. 1: ELECTION OF DIRECTORS | 75 | | PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 76 | | Independent Registered Public Accounting Firm Fees and Services | 76 | | Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm | 76 | | PROPOSAL NO. 3: ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 77 | | OUR ANNUAL MEETING AND GENERAL INFORMATION | 78 | | INFORMATION ABOUT SOLICITATION AND VOTING | 78 |

  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 13 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. Two directors in Class III, David Hornik and Allie Kline, will stand for election at the Annual Meeting for a three-year term ending upon the 2028 Annual Meeting of Stockholders. Two other directors in Class III, Steven Cakebread and Brian Jacobs, will not stand for re-election at the Annual Meeting, and the Board has nominated Natalie Derse and Beth Johnson for election as Class III directors at the Annual Meeting. The terms of office of directors in Class I and Class II will expire at the annual meetings of stockholders to be held in 2026 and 2027, respectively.

  4. Director Nominees

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

  5. Director Nominees

    | Natalie Derse Independent Director Nominee Age: 48 Education • B.S., Finance, University of Dayton | Board Qualifications Ms. Derse brings over 26 years of progressive financial management, business performance analytics and operational excellence across multiple industries, including ecommerce, consumer products and services, manufacturing and distribution. A strategic and results-oriented global executive focused on improving profitability of large, complex international businesses; experienced in using big data to accelerate growth; identifying process & operational efficiencies to drive margin accretion; with a proven track record of effective management of capital, including M&A. Key Skills and Experiences | | | | | • Finance / Accounting | • SaaS / Technology / Innovation | • Senior Operating Leadership | | | – As Chief Financial Officer of Gen Digital, Ms. Derse leads strategy, forecasting, accounting, and capital investment priorities to ensure strategic alignment and strong execution in line with the Company’s long-term growth objectives. Since becoming CFO five years ago, Gen Digital’s Revenue has more than doubled and EPS has increased almost 3x, driven by strong execution and disciplined operations. Most recently, she guided the $1B acquisition of MoneyLion in 2025, doubling the company’s addressable market. – At eBay, Ms. Derse held senior financial roles where she drove strategic and operational growth through global partnerships, marketing and advertising initiatives and merchandise transactions. During her leadership tenure, she also oversaw the company’s global internal audit, enterprise risk management and compliance, led data management, business intelligence, and business analytics, along with all aspects of core FP&A for the $10B+ operation. – Ms. Derse began her career in several financial leadership roles at Stanley Black & Decker and General Electric, developing extensive insights into brand, marketing and customer retention initiatives. Career Highlights Gen Digital Inc. (Nasdaq: GEN) – a multinational cybersecurity company • Chief Financial Officer (since 2020) eBay Inc. (Nasdaq: EBAY) – an online marketplace • Vice President of Finance, Product, Platform, Payments, Risk & Trust (2020) • Vice President of Finance, Chief Audit Executive (2019-2020) • Vice President, Chief Financial and Operating Officer, Americas (2017-2019) • Senior Director, Global Financial Planning and Analysis (2013-2017) • Director, Seller Finance and Analytics (2011-2013) Stanley Black & Decker, Inc. (NYSE: SWK) – a manufacturer of hand and power tools • Director of Financial Planning and Analysis (2008-2011) General Electric Company (NYSE: GE) – a global digital industrial company • Variety of finance roles of increasing responsibility (1998-2008) | | |

  6. Director Nominees

    | David Hornik Independent Director Director Since: 2016 Term Expires: 2025 Age: 57 Board Committees • Nominating and Corporate Governance Education • A.B., Political Science and Computer Music, Stanford University • M. Phil, Criminology, Cambridge University • JD, Harvard Law School Board Experience • GitLab Inc. (Nasdaq: GTLB) (2019-2022) • Splunk Inc. (previously Nasdaq: SPLK) (2004-2017) • Fastly, Inc. (NYSE: FSLY) (since 2012) | Board Qualifications Mr. Hornik is a proven strategic advisor with over 25 years of experience in AI technology, software investment, and management. Having counseled many tech companies through periods of transformational growth, he brings deep expertise in SaaS, AI integration, scaling enterprise applications, infrastructure software, fintech, and consumer-facing software and services. Key Skills and Experiences | | | | | • Governance | • SaaS / Technology / Innovation | • Strategy / M&A | | | – As General Partner at August Capital and Founding Partner at Lobby Capital, Mr. Hornik has worked closely with management teams to accelerate growth for software companies by identifying key value drivers, including product development and innovation, expansion of SaaS and machine learning capabilities, and pricing and customer base expansion strategies. – Mr. Hornik has successfully positioned early-stage technology innovation companies for acquisition, including WePay, a payment service provider acquired by JPMorgan Chase in 2017; Aardvark, a social search engine acquired by Google in 2010; PayCycle, an online payroll platform acquired by Intuit in 2009; and Evite, an online invitation company acquired by Ticketmaster in 2001. – Mr. Hornik began his career at global law firms, including Perkins Coie, Venture Law Group and Cravath Swaine & Moore, advising clients on corporate law and M&A. He brings deep insights into risk mitigation and has taught courses on intellectual property at Stanford Business School and product management at Stanford’s School of Engineering. Career Highlights Lobby Capital – a venture capital firm • Founder and General Partner (since 2021) August Capital – a venture capital firm focused on information technology • General Partner (since 2000) | | |

  7. Director Nominees

    | Elizabeth Johnson Independent Director Nominee Age: 54 Education • B.A., Economics and Mathematical Methods in Social Sciences, Northwestern University • MBA, Stanford Graduate School of Business Board Experience • Invesco Ltd. (NYSE: IVZ) (since 2023) | Board Qualifications Ms. Johnson brings senior leadership experience in the banking industry, including most recently as Vice Chair and Chief Experience Officer of Citizens Financial Group. Over her 10+ years in consumer banking, she has developed and led digital design, data & analytics, marketing & communications and enterprise payments strategies to drive profitable growth and favorable customer experiences. Key Skills and Experiences | | | | | • Payments / FinTech | • Senior Operating Leadership | • Strategy / M&A | | | – At Citizens Financial Group, Ms. Johnson led the enterprise-wide strategy to modernize the bank’s customer experience. She oversaw key products and payment platforms, including real-time payments and bill pay, among others. Under her leadership, the company adopted AI-based platforms and advanced analytics to drive revenue growth and profitability. – Ms. Johnson spent 15 years at Bain & Company, where she advised clients across industries on strategy development and enterprise transformation. Her work focused on helping organizations navigate complex challenges, with a particular emphasis on customer experience and long-term value creation. – Ms. Johnson began her career in investment banking at Goldman Sachs and JPMorgan Chase, where she gained an intrinsic understanding of financial analysis, capital markets and strategic client advisory. Career Highlights Citizens Financial Group, Inc. (NYSE: CFG) – a consumer and commercial bank • Vice Chair and Chief Experience Officer (2020-2025) • Executive Vice President, Chief Marketing Officer and Head of Consumer Strategy (2015-2020) • Executive Vice President and Head of Strategy (2013-2015) Bain & Company, Inc. – a global management consulting firm • Partner (2005-2013) • Roles with an increasing scope of responsibility (1998-2005) | | |

  8. Director Nominees

    | Allie Kline Lead Independent Director Director Since: 2020 Term Expires: 2025 Age: 54 Board Committees • Audit • Nominating and Corporate Governance (Chair) Education • B.S., Communications, Ithaca College Board Experience • Huntington Bancshares Incorporated (Nasdaq: HBAN) (since 2019) • Waddell & Reed Financial, Inc. (NYSE: WDR) (2020-2021) • Pier 1 Imports, Inc. (former NYSE: PIRRQ) (2018-2020) | Board Qualifications Ms. Kline contributes deep experience helping companies drive growth during times of disruption, transition and transformation in the technology and banking sectors, including most recently as Chief Marketing Officer of Verizon Media. She has extensive expertise, including oversight for global consumer and B2B marketing, external and internal communications, and strategy for fast-growth companies. Key Skills and Experiences | | | | | • Enterprise Risk Management – Cybersecurity, Payments and Regulatory | • Governance | • Sales / Marketing | | | – As Executive Partner at Ethos Capital, a private equity firm, Ms. Kline works with investment team members to identify and assess potential investment opportunities in the data and technology sector. She is also a Co-CEO of Identity Digital’s Innovation Labs, where she leads a team focused on agentic identity. – Ms. Kline played a pivotal role in shaping the programmatic advertising category during her previous service as Chief Marketing and Communications Officer for Verizon Media, an $8 billion subsidiary of Verizon Communications Inc. She led global consumer and B2B marketing, communications and brand strategy across a portfolio of 20+ digital brands, including AOL, HuffPost, MAKERS, MapQuest, TechCrunch, Tumblr and Yahoo, reaching over one billion consumers worldwide. – Ms. Kline served as Chief Marketing Officer at AOL during its transformation out of Time Warner and through its sale to Verizon, including the acquisition of its Yahoo assets. Career Highlights Ethos Capital – a private equity firm • Co-Chief Executive Officer of Innovation Labs, Identity Digital, an Ethos Capital portfolio company (since 2025) • Executive Partner (since 2024) LEO DIX – a management consulting firm • Founding Principal (since 2020) Verizon Media – a subsidiary of Verizon Communications Inc. (NYSE: VZ), a multinational telecommunications agency • Chief Marketing and Communications Officer (2015-2018) MAKERS – an AOL/Verizon women’s media brand • Chief Executive Officer (2016-2018) AOL Inc. (former NYSE: AOL) – an online services and digital media company • Chief Marketing Officer (2013-2015) | | |

  9. Continuing Directors

    Continuing Directors In addition, the following nine directors will continue to serve until our 2026 or 2027 annual meetings of stockholders, as applicable:

  10. Continuing Directors

    | René Lacerte Board Chair, Founder and CEO Director Since: 2006 Term Expires: 2026 Age: 58 Education • B.A., Economics, Stanford University • M.S., Industrial Engineering, Stanford University | Board Qualifications Mr. Lacerte brings extensive leadership experience in financial technology, SaaS innovation and operational strategy. As the founder and Chief Executive Officer of BILL, and previously PayCycle, he has led transformative advancements in digital payments and business automation. His expertise in product development, customer-centric platforms, scaling technology solutions and deep knowledge of BILL’s operations provide the Board with valuable insight into innovation and growth strategy. Key Skills and Experiences | | | | | • Payments / FinTech Expertise | • SaaS / Technology / Innovation | • Senior Operating Leadership Experience | | | – Mr. Lacerte has led BILL’s growth from a startup to a publicly traded company with over 2,200 employees and nearly half a million business customers. He oversaw the Company’s IPO in 2019 and has driven its strategic acquisitions, including Divvy, Invoice2go and Finmark, to broaden BILL’s capabilities and customer reach. – Having served as Chief Executive Officer and Chief Financial Officer of PayCycle, he gained deep experience in scaling SaaS platforms and driving innovation in payroll automation. Under his leadership, PayCycle became the then-largest online payroll solution and was acquired by Intuit, expanding the online capability of its payroll offering. – Mr. Lacerte brings experience in launching payment and fintech systems. Earlier in his career at Intuit, Mr. Lacerte launched the company’s first connected payroll product and built its bill payment and credit card businesses into multi-million-dollar operations. Career Highlights BILL Holdings, Inc. (NYSE: BILL) • Founder and Chief Executive Officer (since 2006) PayCycle, Inc. – an online payroll solutions company (acquired by Intuit, Inc. in 2009) • Chief Financial Officer and Co-Founder (2005-2006) • Chief Executive Officer and Co-Founder (1999-2005) Intuit Inc. (Nasdaq: INTU) – a financial software company • Group Product Manager (1994-1999) | | |

  11. Continuing Directors

    | Aida Alvarez Independent Director Director Since: 2022 Term Expires: 2027 Age: 76 Board Committees • Nominating and Corporate Governance Education • B.A., English, Harvard University Board Experience • Fastly, Inc. (NYSE: FSLY) (since 2019) • Stride, Inc. (NYSE: LRN) (since 2017) • HP Inc. (NYSE: HPQ) (2016-2025) • Oportun Financial Corporation (Nasdaq: OPRT) (2011-2022) • Walmart Inc. (NYSE: WMT) (2006-2016) • MUFG Union Bank (NYSE: MUFG) (2004-2014) • PacifiCare Health Systems, Inc. (NYSE: PHSY, now UnitedHealth Group) (2003-2005) | Board Qualifications Ms. Alvarez brings extensive expertise in financial oversight, regulatory compliance and public affairs to the Board, built through a career spanning investment banking and federal policy. At the U.S. Small Business Administration, she led complex financial system initiatives, guided organizations on growth and capital strategy, and advanced innovation for small and midsize businesses. Her service on boards of global corporations further enhances the Board’s perspective on leading practices related to governance, risk management and long-term value creation. Key Skills and Experiences | | | | | • Enterprise Risk Management – Cybersecurity, Payments and Regulatory | • Governance | • Senior Operating Leadership | | | – As Small Business Administrator, Ms. Alvarez served on President Clinton’s Cabinet, overseeing $60 billion in guaranteed loans and venture capital to support small and midsize businesses. This experience informs her contributions to the Board, particularly in shaping strategy focused on financial automation and customer-focused innovation. – Prior to that role, Ms. Alvarez was the inaugural Director of the Office of Federal Housing Enterprise Oversight, where she established the agency from the ground up. In that role, she ensured the capital adequacy and financial stability of Fannie Mae and Freddie Mac, overseeing a trillion-dollar segment of the secondary mortgage market. – Drawing on her experience overseeing large-scale operations, Ms. Alvarez has advised public company Boards on strategic growth and financing initiatives, including HP’s $1 billion acquisition of Samsung Printing Solutions in 2021. Career Highlights Various U.S. Public Service Positions • Administrator of the U.S. Small Business Administration (1996-2001) • Director of the Office of Federal Housing Enterprise Oversight (1993-1996) First Boston Corporation – an investment bank (acquired by Credit Suisse) • Vice President, Public Finance (1988-1993) Bear Stearns Companies, Inc. – an investment bank and financial services firm • Vice President, Public Finance (1985-1988) | | |

  12. Continuing Directors

    | Peter Feld Independent Director Director Since: 2025 Term Expires: 2027 Age: 46 Board Committees: • Nominating and Corporate Governance Education • B.A., Economics, Tufts University Board Experience • Qorvo (Nasdaq: QRVO) (since 2025) • Gen Digital Inc. (Nasdaq: GEN) (2018-2025) • Green Dot Corporation (NYSE: GDOT) (2022-2023) • GCP Applied Technologies Inc. (LON: GCP) (2020-2022) • Magellan Health, Inc. (formerly NYSE: MGLN, acquired by Centene Corporation in 2022) (2019-2022) | Board Qualifications Mr. Feld brings over 20 years of experience in corporate finance, governance and capital markets. In his current role as Managing Member, Portfolio Manager and Head of Research at Starboard Value, he has served on numerous technology company boards, guiding strategic transformation and operational improvements to create substantial value for shareholders. Key Skills and Experiences | | | | | • Governance | • Senior Operating Leadership | • Strategy / M&A | | | – At Starboard and Ramius, Mr. Feld has led high-impact shareholder initiatives, navigating complex transformations in sectors ranging from technology to consumer-facing businesses. He has overseen financial performance and industry data analysis, identifying undervalued companies with strong growth and margin improvement potential, pinpointing enhancement opportunities and developing strategic, operating and financial initiatives to unlock long-term value. – Mr. Feld has served on more than 15 public company boards, including currently at Qorvo, and previously at Gen Digital (f/k/a Norton LifeLock and Symantec), at AECOM, Marvell Technology Group, The Brink’s Company, Insperity, Darden Restaurants, Tessera Technologies (n/k/a Xperi Corporation) and Integrated Device Technology. – Mr. Feld began his career at Banc of America Securities, where he developed deep expertise in the technology sector. Career Highlights Starboard Value LP – an investment management firm • Co-Founder, Managing Member, Portfolio Manager, and Head of Research (since 2011) Ramius LLC – an investment management firm • Managing Director and Head of Research, (2005-2011) Banc of America Securities LLC (NYSE: BAC) – an investment banking subsidiary of Bank of America (merged with Merrill Lynch in 2008) • Analyst, Technology Investment Banking group (2001-2004) | | |

  13. Continuing Directors

    | Keri Gohman Independent Director Director Since: 2025 Term Expires: 2026 Age: 49 Board Committees • Audit • Compliance and Payments Operations Risk, Subcommittee of Audit Committee Education • B.A., Liberty University • MBA, Lynchburg College Board Experience • PatientNow, Inc. (since 2025) • CARET (2022-2024) • Passport Labs, Inc. (2021-2024) • Pleo Holdings ApS (Bain Capital Ventures Portfolio Company) (2021-2024) | Board Qualifications Ms. Gohman brings over 20 years of experience at the intersection of the payments, banking and accounting sectors. She has held leadership and strategy roles with established financial services firms and technology companies, scaling SaaS businesses for growth and driving transformation through integrated payment solutions and scalable digital ecosystems. In her current role, as Chief Executive Officer at PatientNow, she focuses on providing embedded and digital solutions to small and midsize businesses. Key Skills and Experiences | | | | | • Finance / Accounting | • Payments / FinTech | • Senior Operating Leadership | | | – As senior executive leader of technology businesses, Ms. Gohman demonstrates a proven track record in P&L management and operational discipline across global markets. At CARET, she led the company through a strategic transformation, which included a rebranding and restructuring initiative that involved divesting a subsidiary to sharpen focus on its core SaaS practice management platform. – Currently at PatientNow and previously at CARET, Ms. Gohman oversaw the development of embedded receivables and payment services, among other offerings designed for small and mid-size client business client operations. She possesses deep expertise in financial, fintech and integrated payment solutions, shaped by her role as a partner at Bain Capital Ventures advising technology clients, and her hands-on leadership as Chief Platform Business Officer at Xero, where she led the innovation process of new financial service offerings. – Earlier in her career, Ms. Gohman held several leadership roles at Capital One, including serving as Head of the Small Business Bank. In that role, she oversaw payments and lending across digital and traditional banking channels, led regulatory engagements and managed credit risk and portfolio performance. She also played a pivotal role in advancing Capital One’s retail banking digital transformation through the development of its mobile and online platforms. Career Highlights PatientNow, Inc. – a medical practice management platform • Chief Executive Officer (since 2025) CARET – a legal practice management platform • Chief Executive Officer (2022-2024) Bain Capital Ventures, LP – a technology investment firm • Partner (2019-2022) Xero Limited (ASX: XRO) – a cloud-based accounting software for small businesses • Chief Platform Business Officer (2018-2019) • President, Xero Americas (2016-2018) Capital One Financial Corporation (NYSE: COF) – a leading American bank holding company and financial services provider • Executive Vice President, Head of Small Business Bank (2013-2016) • Senior Vice President, Small Business Deposits & Payments (2012-2013), Digital Banking Models (2010-2012) • Vice President, Sales and Customer Experience (2008-2010) Intuit Inc. (Nasdaq: INTU) – a financial software company • Director, Sales & Support (2006-2008), Global Professional Services Business (2004-2006) | | |

  14. Continuing Directors

    | Lee Kirkpatrick Independent Director Director Since: 2025 Term Expires: 2027 Age: 64 Board Committees: • Audit Education • B.S., Business Administration, University of Southern California • MBA, Finance, Columbia University Board Experience • Olo Inc. (NYSE: OLO) (since 2023) • Bilander Acquisition Corp. (previously Nasdaq: TWCB, SPAC) (2021-2024) • Cellebrite DI Ltd. (Nasdaq: CLBT) (2021) | Board Qualifications Mr. Kirkpatrick brings extensive senior leadership experience in corporate finance, accounting and operations across high-growth technology companies. His work has spanned building internal controls and compliance frameworks for rapidly scaling organizations, while driving global strategies to improve efficiencies and expand margins. His proven ability to harness technology to meet evolving market demands enhances the Board’s oversight of strategic execution, innovation and risk management. Key Skills and Experiences | | | | | • Finance / Accounting | • SaaS / Technology / Innovation | • Senior Operating Leadership | | | – Mr. Kirkpatrick served as Chief Financial Officer at Twilio, which he joined as one of the first finance hires and scaled the global finance team to support growth from $23 million to $650 million in annual revenue. He led Twilio’s successful IPO in 2016 and drove strategic acquisitions, including SendGrid, expanding Twilio’s global reach, cloud and enterprise solutions. During Mr. Kirkpatrick’s tenure, the company delivered 332% in total shareholder returns following its IPO. – As Chief Operating Officer and Chief Financial Officer at SAY Media, Mr. Kirkpatrick oversaw product development, advertising and finance operations. He led the company’s expansion across the U.S. and Europe and executed multiple acquisitions, including the strategic purchase of Six Apart, which significantly broadened SAY Media’s reach. – At Ofoto, Mr. Kirkpatrick directed financial strategy and operations for a leading online photo platform serving millions of users. Following its acquisition by Eastman Kodak in 2001, he transitioned into senior operational roles, where he advanced growth initiatives and served on the $6.5 billion Consumer Digital Imaging Group’s leadership team. Career Highlights Twilio Inc. (NYSE: TWLO) – a leading customer engagement cloud communications company • Chief Financial Officer (2012-2018) SAY Media, Inc. – a digital publishing and advertising company (acquired by TheMaven, Inc. in 2018) • Chief Financial Officer (2010-2011) VideoEgg, Inc. – a digital publishing and advertising company (acquired by TheMaven, Inc. in 2018; now SAY Media, Inc.) • Chief Operating Officer and Chief Financial Officer (2007-2010) Eastman Kodak Company – a global technology company specializing in commercial print, packaging, publishing, manufacturing and entertainment • Chief Operating Officer, Kodak Imaging Network (2004-2006) Ofoto, Inc. – a leading online photo platform (acquired by Eastman Kodak Company in 2001) • Chief Financial Officer (2000-2004) iOwn Inc. – an online platform specializing in mortgages and real estate services (acquired by Citigroup Inc. in 2001) • Chief Financial Officer (1998-2000) HyperParallel, Inc. – a data mining software and services company (acquired by Yahoo! Inc. in 1998; now Altaba Inc.) • Chief Financial Officer (1997-1998) | | |

  15. Continuing Directors

    | Allison Mnookin Independent Director Director Since: 2029 Term Expires: 2027 Age: 55 Board Committees • Compensation (Chair) Education • A.B., Women’s Studies, Harvard University • MBA, Harvard Business School Board Experience • LPL Financial Holdings Inc. (Nasdaq: LPLA) (since 2018) • Fleetmatics Group PLC (previously NYSE: FLTX) (2014-2016) | Board Qualifications Ms. Mnookin is an accomplished senior technology executive in cloud and enterprise software. She has a strong track record of scaling technology platforms, leading operational transformations and delivering sustained growth by building robust business processes in SaaS and fintech. Her strategic and operational insights bolster the Board’s ability to guide the Company’s innovation initiatives. Key Skills and Experiences | | | | | • Payments / FinTech | • SaaS / Technology / Innovation | • Senior Operating Leadership | | | – Ms. Mnookin served as CEO of QuickBase, where she led the company’s strategic spinoff from Intuit and directed its overall business strategy, talent development and financial operations. Under her leadership, QuickBase grew its customer base to more than 500,000 business subscribers, including more than half of the Fortune 100. – Ms. Mnookin brings strategic expertise in developing and executing go-to-market strategies for innovation-focused fintech technologies. At QuickBase, a business unit of Intuit, she played a key role in product commercialization and marketing initiatives, including for Quicken Loans and Quicken Health. – Ms. Mnookin has deep experience in sales and marketing for technology companies and as a Vice President and General Manager at Intuit, she led a $500 million small business product portfolio, shaping her understanding of competitive pricing models and marketing in evolving markets. Career Highlights Harvard Business School – a graduate school of Harvard University • Senior Lecturer of Business Administration, Technology and Operations Management (since 2017) QuickBase, Inc. – an online application software company • Chief Executive Officer (2016) Intuit Inc. (Nasdaq: INTU) – a financial software company • General Manager and VP, QuickBase (2010-2016) • Commercial Leader, Quicken Health (2008-2010) • General Manager, QuickBooks – Main Street Segment (2005-2008) • General Manager and VP, QuickBooks (1997-2005) Oracle Corporation (NYSE: ORCL) – a leading cloud technology company • Senior Manager, Ecommerce (1992-1996) | | |

  16. Continuing Directors

    | Tina Chan Reich Independent Director Director Since: 2022 Term Expires: 2026 Age: 49 Board Committees • Audit • Cybersecurity • Compliance and Payments Operations Risk (Chair), Subcommittee of Audit Committee Education • B.S., Economics, Massachusetts Institute of Technology (MIT) Board Experience • BAWAG Group AG, (VIE: BG) (since 2025) • Santander Holdings USA, Inc. and Santander Bank, N.A. (since 2023) • Altus Power, Inc. (NYSE: AMPS) (2023-2025) | Board Qualifications Ms. Reich possesses extensive financial services and fintech experience, specializing in enterprise and technology-driven risk management, machine learning, artificial intelligence, data science and digital transformation. As a former executive at American Express Company, she offers the Board valuable insights into creating customer-focused digital innovation, data strategy and global expansion. Key Skills and Experiences | | | | | • Enterprise Risk Management – Cybersecurity, Credit, Payments and Regulatory | • Payments / FinTech | • Senior Operating Leadership | | | – At ROC Partners, Ms. Reich provides strategic guidance to companies such as Clara (a B2B Latin American S&E fintech) and Medius (a B2B Sweden-based enterprise AI Platform) on risk management, data governance and analytics. She also serves on the Dean’s Advisory Council for the MIT Schwarzman College of Computing. – As Chief Credit Officer at American Express, Ms. Reich led risk management for Global Business Financing, Payments and Digital Experiences Group, as well as Global Merchant and Network Services Group. Her responsibilities spanned underwriting for small business and corporate cards, merchant financing, business loans, B2B payment products, working capital solutions, digital solutions, cross-border and off-card payments. She also oversaw new product launches and the acquisition and integration of fintech platforms such as Kabbage, which offered automated lending and cash-flow management tools. – Ms. Reich brings deep technical expertise, acquired through her experience architecting a range of data science and machine learning services tailored to small and medium-sized businesses as Chief Data Scientist and Chief Risk Officer at Credibly. She was responsible for overseeing the entire data science and risk lifecycle, from attracting customers to algorithm development to collections management. Career Highlights ROC Partners – a consulting firm specializing in risk management, credit, payments, and data science/AI-driven platforms • Founder and Principal (since 2022) American Express Company (NYSE: AXP) – a payment and card services company • SVP and Chief Credit Officer (2019-2021) • VP, Global Consumer Underwriting and New Deals, Products and Channels (2005-2009) • Director, Global Strategic Analysis and Testing for Small Business and Middle Market (2003-2005) Credibly – a fintech lending platform for small and medium-sized businesses • Chief Risk Officer, Chief Data Scientist (2014-2018) Citigroup Inc. (NYSE: C) – a leading multinational banking and financial services corporation • Group Head, Small Business and Commercial Banking Risk (2010-2014) | | |

  17. Continuing Directors

    | Alison Wagonfeld Independent Director Director Since: 2022 Term Expires: 2027 Age: 55 Board Committees • Compensation • Cybersecurity Education • B.A., American Studies, Yale University • MBA, Entrepreneurship and Marketing, Harvard Business School | Board Qualifications Ms. Wagonfeld is a seasoned marketing executive with a proven track record of accelerating growth and driving innovation for small and midsize businesses across software and fintech sectors. She co-founded Quicken Loans and in her current role as Chief Marketing Officer at Google Cloud leads global marketing initiatives that advance brand growth, customer engagement and market expansion. Key Skills and Experiences | | | | | • SaaS / Technology / Innovation | • Sales / Marketing | • Senior Operating Leadership | | | – Ms. Wagonfeld joined Google as the first global marketing leader for Google Cloud, covering Google Cloud Platform and Google Workspace, and contributing to the rapid growth of these businesses, which have grown over 200% since 2020 and now represent more than $50 billion in annual revenue. – As Partner at Emergence Capital, a leading Silicon Valley venture capital firm focused on enterprise cloud companies, Ms. Wagonfeld worked with over 30 SaaS companies, advising their CEOs and senior executives on value-creating strategies and go-to-market plans. – While at Intuit, Ms. Wagonfeld co-founded Quicken Loans, one of the first online mortgage websites. She led operational planning for the business and built strategic partnerships with financial institutions to scale the product’s growth. Career Highlights Alphabet Inc. (Nasdaq: GOOG) – a multinational technology company • Vice President, Marketing, Alphabet and Chief Marketing Officer, Google Cloud (since 2016) Emergence Capital Partners – a venture capital firm focused on early and growth-stage enterprise cloud companies • Operating Partner (2013-2016) Harvard Business School California Research Center • Executive Director (2001-2013) Intuit, Inc. (Nasdaq: INTU) – a financial software company • Co-Founder, Quicken Loans and Director of Marketing (1996-1999) | | |

  18. Continuing Directors

    | Dan Wernikoff Independent Director Director Since: 2025 Term Expires: 2026 Age: 54 Board Committees • Compensation Education • B.A., Finance, Miami University • MBA, University of Pittsburgh Board Experience • LegalZoom.com, Inc. (Nasdaq: LZ) (2019-2024) | Board Qualifications Mr. Wernikoff has over 15 years of senior executive experience leading well-known business and consumer brands in software and payments industries, with a focus on serving small and midsize companies. He has led organizations and product teams through significant growth shifts, including the transformation of QuickBooks from a desktop, US-Based software business to a global, cloud-based ecosystem. His extensive knowledge of financial products, emerging technologies and automation supports oversight of strategic expansions and shareholder value creating strategies. Key Skills and Experiences | | | | | • Payments / FinTech | • SaaS / Technology / Innovation | • Senior Operating Leadership | | | – As Chief Executive Officer of LegalZoom, Mr. Wernikoff transformed the company into a leading provider of small business formation services and successfully led its IPO in 2021. During his tenure, he shifted the company’s strategy toward a subscription-based model and launched several SaaS offerings, resulting in 67% revenue growth. – As Executive Vice President and General Manager of Intuit’s two flagship divisions – the Consumer Group (TurboTax) and the Small Business Group (QuickBooks) – Mr. Wernikoff led the development and launch of TurboTax Live, an AI enabled assisted tax platform and QuickBooks Online, the pre-eminent global financial ecosystem for small businesses. – Mr. Wernikoff contributes a decade of experience in the payments sector to the Board, having served as both product leader and General Manager for Intuit’s payments business. He also offers valuable insights from his earlier roles in online banking and brokerage at Charles Schwab and Bank One (now JP Morgan). Career Highlights LegalZoom.com, Inc. (Nasdaq: LZ) – an online legal technology and services company • Chief Executive Officer (2019-2024) Intuit Inc. (Nasdaq: INTU) – a financial software company • Executive Vice President, General Manager, Consumer Group (2016-2018) • Executive Vice President, General Manager, Small Businesses Group (QuickBooks) (2014-2018) • Senior Vice President, General Manager, Financial Management Solutions (QuickBooks, Payments and Capital) (2010-2013) • Vice President, Product and Marketing, Small Business Group (2009-2010) • Product Management and User Experience (QuickBooks) (2008-2009) • Product Management, Payments (2003-2008) Charles Schwab Corporation (NYSE: SCHW) – a multinational financial services company • Director of Product Management (1999-2003) Bank One Corporation – a bank holding company (acquired by JPMorgan Chase) • Senior Product Manager (1997-1999) • Corporate Finance Officer (1995-1999) | | |

  19. Committees of Our Board of Directors

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

  20. Fiscal 2025 Director Compensation

    Fiscal 2025 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. For fiscal 2025, the Compensation Committee engaged Compensia, Inc. (Compensia) as its 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 2025, 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. During fiscal 2025, the Compensation Committee engaged Semler Brossy Consulting Group LLC (Semler Brossy) as its independent compensation consultant, and Semler Brossy reviewed our director compensation for purposes of fiscal 2026. The following table provides information regarding all fiscal 2025 compensation awarded to, earned by or paid to each person who served as a director for some portion or all of fiscal 2025, 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 2025 Summary Compensation Table” below.

  21. Fiscal 2025 Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Aida Alvarez | $39,000 | $200,010 | $239,010 | | Steven Cakebread | $55,000 | $200,010 | $255,010 | | Steve Fisher(3) | $50,000 | $200,010 | $250,010 | | Keri Gohman(4) | $22,458 | $400,004 | $422,463 | | David Hornik | $39,000 | $200,010 | $239,010 | | Brian Jacobs | $42,500 | $200,010 | $242,510 | | Peter Kight(5) | $29,563 | $299,989 | $325,176 | | Allie Kline | $75,000 | $200,010 | $275,010 | | Allison Mnookin | $53,000 | $200,010 | $253,010 | | Tina Reich(6) | $63,039 | $200,010 | $263,049 | | Scott Wagner(7) | $23,021 | $200,010 | $223,030 | | Alison Wagonfeld | $45,188 | $200,010 | $245,197 | | Dan Wernikoff(8) | $19,479 | $400,004 | $419,484 |

  22. Fiscal 2025 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 2025 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, 2025: |

  23. Fiscal 2025 Director Compensation

    | | Number of Shares Underlying Outstanding Awards | | | Name | Option Awards (#) | Stock Awards (#) | | Aida Alvarez | — | 2,095 | | Steven Cakebread | 13,333 | 2,095 | | Steve Fisher | — | 2,095 | | Keri Gohman | | 4,593 | | David Hornik | — | 2,095 | | Brian Jacobs | — | 2,095 | | Peter Kight | 33,333 | 1,148 |

  24. Fiscal 2025 Director Compensation

    | | Number of Shares Underlying Outstanding Awards | | | Name | Option Awards (#) | Stock Awards (#) | | Allie Kline | — | 2,095 | | Allison Mnookin | 53,333 | 2,095 | | Tina Reich | — | 2,095 | | Scott Wagner | — | — | | Alison Wagonfeld | — | 3,134 | | Dan Wernikoff | — | 4,593 |

  25. Fiscal 2025 Director Compensation

    | (2) Director RSU awards vest in accordance with the initial and annual grant vesting schedules described below under “—Non-Employee Director Compensation Arrangements.” |

  26. Fiscal 2025 Director Compensation

    | (3) Mr. Fisher resigned from our Board in October 2025. |

  27. Fiscal 2025 Director Compensation

    | (4) Ms. Gohman joined our Board in January 2025. |

  28. Fiscal 2025 Director Compensation

    | (5) Mr. Kight resigned from our Board and was appointed director emeritus in January 2025, upon which his fiscal 2025 Annual Award (with a grant date fair value of $200,010) was cancelled and an award of approximately $100,000 in RSUs was granted in consideration of his services as director emeritus. See “Certain Relationships and Related Party Transactions—Director Emeritus Agreement” for additional detail regarding Mr. Kight’s director emeritus compensation. |

  29. Fiscal 2025 Director Compensation

    | (6) Total excludes payment of approximately $5,000 for Ms. Reich to attend a director education event. |

  30. Fiscal 2025 Director Compensation

    | (7) Mr. Wagner departed our Board in January 2025. |

  31. Fiscal 2025 Director Compensation

    | (8) Mr. Wernikoff joined our Board in January 2025. |

  32. Fiscal 2025 Director Compensation

    In addition, upon their appointments to the Board in October 2025, each of Mr. Feld and Mr. Kirkpatrick were granted Initial Awards (as defined below).

  33. Compensation Program for Fiscal 2026

    Compensation Program for Fiscal 2026 Building upon our track record of responsiveness to stockholder feedback and to align with market expectations, we are executing a multi-year strategy to reduce stock-based compensation (SBC) expense as a percentage of revenue, beginning in fiscal 2026. This will have immediate benefits to our dilution, or “equity burn,” which we currently expect to be less than 4% in fiscal 2026, as compared to 5.3% in fiscal 2025, in each case excluding the impact of equity surrendered as a result of potential future stock repurchases. Due to the staggered accounting treatment of SBC, our SBC expense for fiscal 2026 will not reflect these changes, but we expect our SBC as a percentage of revenue for fiscal 2027 and subsequent years to be substantially lower than current levels. Consistent with investor expectations and our dedication to long-term value creation for stockholders, we are committed to closely monitoring SBC in the coming years and continuing to take action to ensure it remains inline with peer companies. Our Strategy to Reduce Dilution and Stock-Based Compensation Expense To achieve this objective, the Company is implementing a series of changes to our equity compensation design for fiscal 2026 that are intended to reduce our equity burn rate in the near term and our SBC expense over the long term. Our strategy for fiscal 2026 includes several components: (i) reducing the term and target value of long-term incentive (LTI) awards for our executive team, as further detailed below, (ii) reducing the term and target value of LTI awards for non-executive employees, (iii) granting initial and annual cycle equity awards more selectively to incumbent and new employees, aligned with market practice for companies of similar size and maturity, (iv) reducing the term of new hire awards to three years, and (v) remaining highly disciplined in limiting any potential one-time awards to special situations with a compelling business rationale. We expect that certain of these measures will be limited to fiscal 2026. For fiscal 2027, we anticipate moving to a three-year award term for each of our executive officers; however, we will continue to review and evolve our equity compensation design going forward as needed to maintain a disciplined approach to SBC and dilution, while maintaining our commitment to attracting and retaining top talent, in consideration of then-prevailing market practice.

  34. 2026 Named Executive Officer Target LTI Reductions

    2026 Named Executive Officer Target LTI Reductions A key element of our strategy to limit SBC is a reduction in the size of LTI awards granted to our executive leadership team during fiscal 2026, relative to both prior year grants and competitive market targets. As a demonstration of leadership by example, our CEO, Mr. Lacerte and the Compensation Committee decided together to reduce his target annual LTI award by approximately 36%, from $14.0 million to $9.0 million. The table below provides a summary of the fiscal 2026 target annual LTI awards for our Named Executive Officers and demonstrates the year-on-year reduction in such grants compared to fiscal 2025. Year-over-year reductions are not shown for Ms. Bowman and Mr. Cieri as they joined during fiscal 2025 and did not participate in our annual fiscal 2025 equity award cycle.

  35. 2026 Named Executive Officer Target LTI Reductions

    | Name | FY25 Total Annual Target LTI | FY26 Total Annual Target LTI | Approximate % Reduction from FY25 | FY26 - % Time- based Award | FY26 - % Performance based Award | | René Lacerte | $14,000,000 | $9,000,000 | -36% | 50% | 50% | | John Rettig | $12,000,000 | $7,500,000 | -38% | 50% | 50% | | Ken Moss | $7,000,000 | $4,690,000 | -33% | 50% | 50% (increased from 40% in FY25) | | Mary Kay Bowman | N/A(1) | $3,015,000 | N/A | 50% | 50% | | Mike Cieri | N/A(2) | $1,600,000(2) | N/A | 0% | 100% |

  36. 2026 Named Executive Officer Target LTI Reductions

    | (1) Ms. Bowman commenced employment in fiscal 2025 and did not participate in our annual equity program. Instead, she received new hire equity awards as set forth in her offer letter, and which are described below under “—Fiscal 2025 Compensation Highlights—Two Critical Additions to the Executive Team.” |

  37. 2026 Named Executive Officer Target LTI Reductions

    | (2) Mr. Cieri commenced employment late in fiscal 2025 and did not participate in our annual equity program. Mr. Cieri’s fiscal 2025 and 2026 equity awards were determined as part of the negotiation to induce him to join our Company and are set forth in his offer letter, which included a time-based award granted in fiscal 2025 and a performance-based award granted in fiscal 2026. See “—Fiscal 2025 Compensation Highlights—Two Critical Additions to the Executive Team” for more information. |

  38. 2026 Named Executive Officer Target LTI Reductions

    The fiscal 2026 long-term incentive (LTI) strategy balanced significant award value reduction to minimize SBC and dilution with a temporary shortening of vesting periods, while maintaining a strong focus on performance and retention. The Compensation Committee designed the fiscal 2026 program to ensure that each executive (new and incumbent) holds an appropriate mix of performance-based and time-based awards to drive both strong company performance outcomes and incentive long-term retention.

  39. 2026 Named Executive Officer Target LTI Reductions

    | • | For the CEO and President & COO, the LTI structure remained 50% PSUs and 50% RSUs. In partial consideration for a nearly 40% reduction in LTI award value, the RSU vesting period was shortened from four to three years. |

  40. 2026 Named Executive Officer Target LTI Reductions

    | • | For the NEOs with fiscal 2025 performance-based awards (Mr. Moss and Ms. Bowman), the performance component was increased to 50% (from 40%), with the remaining 50% as RSUs. To offset the reduced target LTI award value, the vesting schedule was shortened: RSUs from four years to one year and Financial PSUs from three years to two years. |

  41. 2026 Named Executive Officer Target LTI Reductions

    | • | Mr. Cieri’s target LTI award was allocated 100% to performance-based awards. These awards will vest over a three-year period. Since Mr. Cieri received time-based RSUs during fiscal 2025 as part of his new-hire offer that vest over a four-year period, no additional time-based awards were granted in fiscal 2026. |

  42. 2026 Named Executive Officer Target LTI Reductions

    We view fiscal 2026 as a transition year. Moving forward, our Compensation Committee expects to return to longer vesting schedules (likely three years for both time-based and performance-based awards for all executive officers) to continue managing SBC and dilution while ensuring effective alignment with long-term performance. 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.

  43. Fiscal 2025 Company Performance Results and Incentive Payout Summary(2)

    Fiscal 2025 Company Performance Results and Incentive Payout Summary(2) As discussed above in the section entitled “How We Did—Fiscal 2025 Financial and Business Highlights,” our total revenue was $1,462.6 million in fiscal 2025, representing 13% growth over fiscal 2024. Fiscal 2024 revenue was $1,290.2 million, representing 22% growth over fiscal 2023. Our profitability profile continued to improve: we recorded $239.5 million in Non-GAAP Operating Income in fiscal 2025, representing a 22% increase over fiscal 2024. Fiscal 2024 Non-GAAP Operating Income was $196.2 million, compared to $117.1 million in fiscal 2023. 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), was $1,300.8 million in fiscal 2025, an increase of 16% over fiscal 2024. Core Revenue is a critical indicator of the growth of our business: in the technology industry, growth is a critical component of the health of a business, and no metric tracks our growth as effectively as Core Revenue. In addition to growth, we also believe in driving improvement in profitability, and we set rigorous performance goals for both our fiscal 2025 Bonus Program and our fiscal 2025 Financial PSUs. As in prior years, we structured our Fiscal 2025 Bonus Program to provide incentives that drive the efficient, long-term profitable 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 and certain other adjustments as set forth on Appendix A, 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, 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. Under our fiscal 2025 Bonus Program, our fiscal 2025 Core Revenue target was set at a level that was above fiscal 2024 results, and the EBITDA Less Float goal was set significantly (32%) above fiscal 2024 results. We achieved 100.2% of our fiscal 2025 Core Revenue target and significantly outperformed our profitability target (achieving nearly double the target amount) resulting in 150% EBITDA Less Float achievement. We believe that the resulting calculated payout of 125.1% under our Fiscal 2025 Bonus Program is therefore commensurate with our business performance. For our fiscal 2025 Financial PSUs, 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 required a Non-GAAP Operating Income profitability threshold of $190.7 million to be met before paying out above target. In prior years, this profitability threshold was a Non-GAAP Net Income metric, but in light of certain tax and other adjustments required to be (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. made to that figure, we determined that Non-GAAP Operating Income provided the simplest and most direct measure of profitability for compensation purposes. For the fiscal 2025 Financial PSUs, we achieved 100.2% of our fiscal 2025 Core Revenue target and we satisfied our Non-GAAP Operating Income threshold, resulting in a payout of 100.2%. One-third of the earned shares vested on August 28, 2025, and the remaining two-thirds will vest on a quarterly basis over the subsequent two years. The fiscal 2025 total stockholder return (TSR) PSUs remain outstanding, as their vesting will be determined following the applicable three-year measurement period.

  44. Fiscal 2025 Company Performance Results and Incentive Payout Summary(2)

    | Program | Metrics | FY25 Result | FY25 Payout | | Fiscal 2025 FY25 Bonus Program | Core Revenue - weighted 50% EBITDA less Float - weighted 50% | Core Revenue: 100.2% achievement EBITDA less Float: 150% achievement | 125.1% | | FY25 Financial PSUs Program | Core Revenue - weighted 100% Non-GAAP Operating Income (to pay above target) | Core Revenue: 100.2% achievement Non-GAAP Operating Income threshold met | 100.2% (subject to time-based vesting requirements) | | FY25 TSR PSUs Program | Relative Total Stockholder Return | N/A; 3-year measurement period | N/A |

  45. Fiscal 2025 Company Performance Results and Incentive Payout Summary(2)

    As demonstrated in fiscal 2024, when there was no payout earned under our NEOs fiscal 2024 Financial PSU awards, 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.

  46. Fiscal 2025 Compensation Highlights

    | ○ | In connection with the appointment of Mary Kay Bowman as our Executive Vice President, General Manager, Payments and Financial Services in August of 2024, the Compensation Committee granted her initial equity award consisting of 119,213 RSUs and 79,475 PSUs. This award was a critical component of Ms. Bowman’s overall new hire compensation package, designed to attract a highly qualified executive with key skills, extensive industry experience, and strong leadership capabilities. The Compensation Committee benchmarked this award against market data for similar roles at comparable companies to ensure competitiveness and to immediately align Ms. Bowman’s long-term interests with those of our stockholders. The RSUs vested 25% in August 2025, and will vest quarterly over the next three years, subject to Ms. Bowman’s continued service, providing a strong retention incentive. The Financial and TSR PSUs reflect the same fiscal 2025 design as for our other Named Executive Officers, further reinforcing our pay-for-performance philosophy. |

  47. Fiscal 2025 Compensation Highlights

    | ○ | In securing Mike Cieri as our Executive Vice President and General Manager, Software Solutions in March of 2025, the Compensation Committee recognized the need to provide a compelling new hire package that was competitive with market and also accounted for significant long-term incentive compensation forfeited from Mr. Cieri’s prior employer. To mitigate this forfeiture and ensure a seamless transition, the Compensation Committee approved a one-time cash sign-on bonus in the amount of $500,000, subject to clawback if Mr. Cieri voluntarily leaves within the first two years of his start date. The Compensation Committee also granted to Mr. Cieri a new hire equity award of 206,361 RSUs, a substantial portion of which was allocated to him as a ‘make-whole’ equity award to offset the lost value of equity awards of his prior employer forfeited when he joined BILL, which was a necessary component to attract an executive of Mr. Cieri’s caliber. Mr. Cieri’s new hire RSU will vest 25% in May 2026, and then quarterly over the next three years subject to Mr. Cieri’s continued service. Due to Mr. Cieri’s start date occurring late in the fiscal year, he did not receive fiscal 2025 PSUs because substantial time had already elapsed in the performance period of the fiscal 2025 PSU. Instead, Mr. Cieri received the time-based RSUs that were included in his offer letter as described above, and he received $1,600,000 of performance-based equity during our fiscal 2026 annual equity cycle in September 2025, reinforcing future performance alignment. Due to the size of his initial time-based RSU award in May 2025, he received no additional time-based equity for fiscal 2026. |

  48. Fiscal 2025 Compensation Highlights

    | • | Meaningful proportion of performance-based equity. For Mr. Lacerte and Mr. Rettig, our Chief Executive Officer (CEO) and President and Chief Operating Officer (and Chief Financial Officer during fiscal 2025), respectively, 50% (consistent with fiscal 2024) of the annual target long-term equity incentive value awarded for fiscal 2025 was in the form of PSUs, and the balance was in the form of RSUs. For most of our remaining incumbent Named Executive Officers, 40% of the annual target long-term equity incentive value awarded for fiscal 2025 was in the form of PSUs, and the balance in RSUs. This represents a significant emphasis on performance-based compensation for our executive team, and a commitment to continue to align pay and performance. |

  49. Fiscal 2025 Compensation Highlights

    | • | Maintained total stockholder return metric. In fiscal 2024, we introduced PSUs tied to TSR, relative to the Russell 3000 index over a three-year performance period and maintained this program in fiscal 2025. For the maximum vesting under our fiscal 2024 and 2025 TSR PSUs, we require achievement at the 85th percentile, rather than the 75th percentile as many peer companies do, to incentivize exceptional performance. We believe these PSUs help further align the interests of our executives with those of our stockholders and focus our executive leadership on long-term performance. These TSR PSUs supplement the financial PSUs that were introduced in fiscal 2023 and again granted in fiscal 2024 and 2025. |

  50. Fiscal 2025 Compensation Highlights

    | • | Limited annual base salary increases. To reflect changes in the competitive market, including continued demand for executive talent with critical technological expertise and experience, and considering BILL’s overall positioning versus its peers, the Compensation Committee increased the base salary for only one of our Named Executive Officers for fiscal 2025: Ken Moss (Chief Technology Officer). |

  51. Fiscal 2025 Compensation Highlights

    | • | Limited one-time awards. In fiscal 2025, we provided only one special equity grant to our Named Executive Officers. In September 2024, and at the same time as our fiscal 2025 annual equity cycle, the Compensation Committee approved a retention equity award for Ken Moss, our Chief Technology Officer. The Compensation Committee recognized the highly competitive market for executives with Mr. Moss’s specialized skills in artificial intelligence, and determined that this award was necessary to mitigate the risk of losing this invaluable expertise, which would significantly disrupt our ongoing initiatives and could negatively impact stockholder value. The award is structured as RSUs with a 2-year ratable vesting schedule, designed to incentivize long-term commitment and align Mr. Moss’s interests directly with our stockholders’ success over the coming years. |

  52. Fiscal 2025 Target Equity Award Details

    Fiscal 2025 Target Equity Award Details The table below provides additional detail regarding the composition of the equity awards granted to our Named Executive Officers for fiscal 2025, including key metrics and terms, excluding the Moss Retention Award.

  53. Fiscal 2025 Target Equity Award Details

    | FY25 Equity Award | % of Total FY25 Equity Award | Performance Period | Metrics | Payout Scale | | PSU - Financial | 30% (Mr. Lacerte and Mr. Rettig) 25% (Mr. Moss and Ms. Bowman) | 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 Operating Income Threshold | Threshold: 85% of target = 50% Payout Target: 100% of target = 100% Payout Maximum: 130% of target = 200% Payout Payout capped at 100% of target if Non-GAAP Operating Income threshold not met | | PSU - Relative TSR | 20% (Mr. Lacerte and Mr. Rettig) 15% (Mr. Moss and Ms. Bowman) | 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 |

  54. Fiscal 2025 Target Equity Award Details

    | RSU | 50% (Mr. Lacerte and Mr. Rettig) 60% (Mr. Moss and Ms. Bowman) 100% (Mr. Cieri, because the PSU allocation of his new hire equity award package was granted in fiscal 2026 due to his start date occurring late in fiscal 2025) | Quarterly vesting, over a 4-year period 25% one-year, cliff then quarterly vesting over 3 years (Ms. Bowman’s and Mr. Cieri’s new hire RSU) | Continued service | N/A |

  55. Realized Pay for Fiscal 2025

    | (1) Fiscal 2025 total target compensation consists of annual base salary, target annual bonus, and grant date value of fiscal 2025 RSUs and Fiscal 2025 Financial PSUs and Fiscal 2025 TSR PSUs, as reflected below in the “—Summary Compensation Table”. |

  56. Realized Pay for Fiscal 2025

    | (2) Fiscal 2025 realized total compensation is comprised of (i) annual base salary, (ii) actual fiscal 2025 annual bonus earned, (iii) RSUs that vested in fiscal 2025, valued at $46.26, the closing share price reported on the New York Stock Exchange as of June 30, 2025, the final day of our fiscal year, (iv) the earned fiscal 2023 financial PSUs that vested in fiscal 2025, valued at $46.26 per share, and (v) the earned fiscal 2025 financial PSUs that vested in August 2025, valued at our $46.26 share price as of June 30, 2025, the final trading day of our fiscal year. Fiscal 2025 realized total compensation excludes (i) RSUs that remained unvested during fiscal 2025, (ii) fiscal 2024 financial PSUs which were not achieved and were forfeited and (iii) fiscal 2024 and fiscal 2025 TSR PSUs, which will not be eligible to be measured and vest until fiscal 2027. |

  57. 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

  58. 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. |

  59. 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. |

  60. 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. |

  61. Compensation Philosophy and Objectives

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

  62. Compensation Philosophy and Objectives

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

  63. 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. This increased weighting was maintained for fiscal 2025. Our fiscal 2025 performance-based equity awards include a relative TSR PSU measured over a three-year period as well as a financial metric-based PSU. Accordingly, we believe these PSUs directly align pay with our performance. The material elements of our executive compensation program are:

  64. 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 near-term financial objectives while making progress towards longer-term value creation. | | Long-Term Equity Incentive: RSUs | For fiscal 2025, 50-60% of the target long-term incentive value awarded as part of the annual compensation cycle was in the form of RSUs. For fiscal 2025, 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. |

  65. Executive Compensation Program Design

    | Long-Term Equity Incentive: PSUs | For fiscal 2025, 40-50% of target long-term incentive value awarded was in the form of PSUs. For fiscal 2025, (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 Operating 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 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. |

  66. Compensation Decision-Making Process

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

  67. Compensation Decision-Making Process

    | • | assisted in the review and updating of our compensation peer group for fiscal 2026; |

  68. Compensation Decision-Making Process

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

  69. 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; |

  70. Compensation Decision-Making Process

    Semler Brossy reported to and worked for the Compensation Committee. In fiscal 2025, 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 2025 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 performed 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 2024, the Compensation Committee, with the assistance of Compensia, Inc. (who was the Committee’s Compensation Consultant until May 2024), reviewed our executive compensation peer group. The executive compensation peer group approved by the Compensation Committee to support fiscal 2025 pay decisions was comprised of publicly-listed direct competitors and cloud software companies. Additional factors that were considered in identifying peers included:

  71. Compensation Decision-Making Process

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

  72. Compensation Decision-Making Process

    Our Compensation Committee removed Crowdstrike, Datadog, and Qualtrics from our fiscal 2025 compensation peer group either because the company did not meet one or more of the criteria discussed above and was no longer considered to be a meaningful comparison point or the company ceased to be publicly traded. Our Compensation Committee then added Affirm, CCC Intelligent Solutions, Informatica, and Smartsheet to our fiscal 2025 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.

  73. Principal Elements of Compensation

    As illustrated above, base salaries for our Named Executive Officers were not increased from fiscal 2024 to fiscal 2025 with the exception of our Chief Technology Officer (Mr. Moss). Mr. Moss’s increase 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, with the exception of the Chief Technology Officer role, where changes were observed in the competitive market, reflecting continued demand for executive talent with critical artificial intelligence and other technological expertise and experience. 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 2025 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 2025 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 2024, the Compensation Committee set the target annual cash bonus opportunities for Mr. Lacerte, Mr. Rettig, and Mr. Moss, for purposes of the Fiscal 2025 Bonus Program. The bonus targets for Ms. Bowman and Mr. Cieri were established in connection the negotiations between us and each executive at the time of his or her hire, taking into consideration the competitive pay positioning for similarly situated executives in our peer group, and what we believed was reasonable and necessary to incentivize each executive to accept the position and drive alignment with us and our stockholders. The target annual cash bonus opportunities of our Named Executive Officers for fiscal 2024 and 2025 were as follows:

  74. Principal Elements of Compensation

    | Name | FY24 Target Bonus (% of Base) | FY25 Target Bonus (% of Base) | | René Lacerte | 100% | 100% | | John Rettig | 100%(1) | 100% | | Ken Moss | 60% | 60% | | Mary Kay Bowman | n/a | 60%(2) | | Mike Cieri | n/a | 60%(3) |

  75. Principal Elements of Compensation

    | (1) Mr. Rettig was promoted to President and Chief Financial Officer on November 2, 2023, and his fiscal 2024 annual bonus target increased from 80% to 100% at that time, resulting in a 93% blended actual target for fiscal 2024. |

  76. Principal Elements of Compensation

    | (2) Ms. Bowman’s employment commenced on August 28, 2024. The figure shown is Ms. Bowman’s total target bonus for fiscal 2025, which resulted in a 50.5% prorated actual target for fiscal 2025. |

  77. Principal Elements of Compensation

    | (3) Mr. Cieri’s employment commenced on March 19, 2025. The figure shown is Mr. Cieri’s total target bonus for fiscal 2025, which resulted in a 17.1% prorated actual target for fiscal 2025. |

  78. Principal Elements of Compensation

    | | Threshold | Target | Maximum | | Fiscal 2025 Core Revenue (in millions) | $1,105.0 | $1,300.0 | $1,495.0 | | Percent of Target Performance | 85% | 100% | 115% | | Payout Percent of Target | 50% | 100% | 150% | | | Threshold | Target | Maximum | | Fiscal 2025 EBITDA Less Float (in millions) | $32.8 | $41.0 | $61.5 | | Percent of Target Performance | 80% | 100% | 150% | | Payout Percent of Target | 50% | 100% | 150% |

  79. Principal Elements of Compensation

    | | Goal Weighting | Target Achievement | Actual Achievement | % of Target Achievement | % Payout | | Core Revenue | 50% | $1,300.0 million | $1,300.8 million | 100.2% | 100% | | EBITDA Less Float | 50% | $41.0 million | $81.0 million | 197.0% | 150% | | Overall Payout | | | | | 125.1% |

  80. Principal Elements of Compensation

    | | Target Bonus | Earned Bonus | Bonus % of Target | | René Lacerte | $550,000 | $688,050 | 125.1% | | John Rettig | $500,000 | $625,500 | 125.1% | | Ken Moss | $270,000 | $337,770 | 125.1% | | Mary Kay Bowman(1) | $227,000 | $284,097 | 125.1% | | Mike Cieri(2) | $77,000 | $96,241 | 125.1% |

  81. Principal Elements of Compensation

    | (1) Ms. Bowman’s fiscal 2025 target bonus award is prorated to reflect her August 28, 2024 hire date. |

  82. Principal Elements of Compensation

    | (2) Mr. Cieri’s fiscal 2025 target bonus is prorated to reflect his March 19, 2025 hire date. |

  83. 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. Consistent with past practice, in fiscal 2025, we generally provided RSUs vesting over a four-year time horizon, including a one-year cliff for new hires. 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. In fiscal 2024, 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 TSR PSUs help to further align the interests of our executives with those of our stockholders and focus our leadership on long-term performance. In fiscal 2025, we maintained these changes. In addition, new hire equity compensation is established in connection the negotiations between us and the executive at the time of his or her hire, taking into consideration the competitive pay positioning for similarly situated executives in our peer group, and what we believe is reasonable and necessary to incentivize the executive to accept the position and drive alignment with us and our stockholders. Annual Equity Compensation During fiscal 2025, 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 their independent compensation consultant, 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 the annual 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. Moss (excluding the Moss Retention Award), the target value of annual equity approved by the Compensation Committee was allocated 60% to time-vesting RSUs, 25% to Financial PSUs and 15% to Relative TSR PSUs. Mr. Moss received an additional time-vesting RSU for retention purposes as described below, which is not reflected in this allocation. For Ms. Bowman and Mr. Cieri, their awards reflect the terms of their offer letter agreement in which the equity package reflects a mix of time-based RSUs and performance-based PSUs. Due to Mr. Cieri’s start date occurring late in the fiscal year, he did not receive fiscal 2025 PSUs because substantial time had already elapsed in the performance periods. Instead, Mr. Cieri received only the time-based RSUs during fiscal 2025, and he received PSUs in connection with the fiscal 2026 annual equity cycle in September 2025. The target award value was converted into shares based on a trailing average closing price of our common stock through a 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:

  84. 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 | 79,772 | 53,181 | 132,953 | $4,200,000 | $2,800,000 | $7,000,000 | $14,000,000 | | John Rettig | 68,376 | 45,584 | 113,960 | $3,600,000 | $2,400,000 | $6,000,000 | $12,000,000 | | Ken Moss | 23,742 | 14,245 | 94,967 | $1,250,000 | $750,000 | $5,000,000(2) | $7,000,000 | | Mary Kay Bowman(3) | 49,672 | 29,803 | 119,213 | $2,500,000 | $1,500,000 | $6,000,000 | $10,000,000 | | Mike Cieri(4) | n/a | n/a | 206,361 | n/a | n/a | $8,500,000 | $8,500,000 |

  85. 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. Note these amounts do not reflect the grant date fair value of the PSU and RSU awards computed in accordance with FASB ASC Topic 718, which are set forth in the “ —Fiscal 2025 Summary Compensation Table” below. |

  86. Principal Elements of Compensation

    | (2) 40% of Mr. Moss’s RSUs were allocated to him as a separate retention award with a two-year vesting period, as described below. |

  87. Principal Elements of Compensation

    | (3) Ms. Bowman’s fiscal 2025 equity reflects her new hire equity awards set forth in her offer letter. |

  88. Principal Elements of Compensation

    | (4) Mr. Cieri’s fiscal 2025 equity reflects his new hire RSUs set forth in his offer letter. Due to his start date occurring late in our fiscal year, he received only RSUs at hire in fiscal 2025, and subsequently received only PSUs as his fiscal 2026 equity award in September 2025. |

  89. Principal Elements of Compensation

    Fiscal 2025 RSUs The fiscal 2025 annual RSUs granted to Mr. Lacerte and Mr. Rettig vest in 16 equal quarterly installments, for a total four-year vesting period. The RSUs granted to Mr. Moss in the table above reflects two separate awards. The first award of 56,980 RSUs with a target value of $3,000,000 is Mr. Moss’ fiscal 2025 annual RSU award, which vests in 16 equal quarterly installments, for a total four-year vesting period. The second award of 37,987 RSUs with a target value of $2,000,000 represents a one-time retention based grant that vests 50% after approximately one year and the remaining 50% after approximately two years from the grant date (Moss Retention Award). The Compensation Committee recognized the highly competitive market for executives with Mr. Moss’s specialized skills in artificial intelligence, and determined that this retention award was necessary to mitigate the risk of losing this invaluable expertise, which would significantly disrupt our ongoing initiatives and negatively impact stockholder value. The Moss Retention Award is designed to incentivize long-term commitment and align Mr. Moss’s interests directly with our stockholders’ success over the coming years. The RSUs granted to Ms. Bowman were negotiated as part of her employment package, and vest 25% after approximately one year, and then quarterly over the remaining three years per the terms of her offer letter. The RSUs granted to Mr. Cieri were negotiated as part of his employment package, and a substantial portion of these new hire RSUs were allocated to him as a ‘make-whole’ equity award to offset the lost value of equity awards from his prior employer that he forfeited when he joined BILL. The Compensation Committee determined that this make-whole was reasonable and necessary component to attract an executive of Mr. Cieri’s caliber. Mr. Cieri’s new hire RSU will vest 25% after approximately one year, and then quarterly over the next three years subject to Mr. Cieri’s continued service. Due to Mr. Cieri’s start date occurring late in the fiscal year, he did not receive fiscal 2025 performance-based PSUs. Instead, Mr. Cieri received only the time-based RSUs set forth in his offer letter as described above, and subsequently received only performance-based equity during our fiscal 2026 annual equity cycle in September 2025, reinforcing future performance alignment. He received no additional time-based equity in September 2025. Fiscal 2025 PSUs In fiscal 2025, the Committee again granted financial-based PSU awards designed to drive the achievement of Core Revenue and Non-GAAP Operating Income achievement (Fiscal 2025 Financial PSUs). The Compensation Committee granted TSR-based PSU awards (Fiscal 2025 TSR PSUs), in tandem with the Fiscal 2025 Financial PSUs. Together, the PSUs drive the achievement of our near-term financial goals, as well as long-term stockholder value creation. Fiscal 2025 Financial PSUs. A portion of the PSUs granted to our Named Executive Officers in fiscal 2025 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 2025 Non-GAAP Operating 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 2025 PSUs as well as our Fiscal 2025 Bonus Program because our Compensation Committee determined that one of the most important factors in increasing stockholder value in fiscal 2025 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. 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 Operating Income Guardrail. To promote profitability, Fiscal 2025 Financial PSU achievement was capped at a maximum of 100% of target if our Non-GAAP Operating Income did not exceed a $190.7 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 2025 Financial PSUs are set forth in the table below. Core Revenue achievement between the threshold, target and maximum levels, and the corresponding number of Fiscal 2025 Financial PSUs that would be eligible to vest, would be linearly interpolated.

  90. Principal Elements of Compensation

    | Name | Fiscal 2025 Financial PSU Achievement % | Fiscal 2025 Financial PSUs Achieved(1) | | René Lacerte | 100.2% | 79,931 | | John Rettig | 100.2% | 68,512 | | Ken Moss | 100.2% | 23,789 | | Mary Kay Bowman | 100.2% | 49,771 | | Mike Cieri(2) | N/A | N/A |

  91. Principal Elements of Compensation

    | (1) PSUs vested one-third on August 28, 2025 and the remainder will vest on a quarterly basis over the subsequent two years. |

  92. Principal Elements of Compensation

    | (2) Due to the timing of his start date late in fiscal 2025, Mr. Cieri was instead granted PSUs for fiscal 2026 under the terms of his offer letter. |

  93. Principal Elements of Compensation

    Fiscal 2025 TSR PSUs Our Fiscal 2025 TSR PSUs are eligible to be earned based on our TSR relative to the Russell 3000 index (Index), with a single three-year performance period, beginning July 1, 2024 and ending June 30, 2027. The Compensation Committee granted these awards to align our NEOs’ incentives with the long-term interests of our stockholders. The Compensation Committee determined that it was appropriate to use a single three-year performance period for the TSR PSUs granted during fiscal 2025 to align the Fiscal 2025 TSR PSUs towards long-term sustained value creation, balanced with the annual performance objectives of the Financial PSUs. The Compensation 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:

  94. Principal Elements of Compensation

    | | Performance Metric Achievement – Relative TSR | Performance Multiplier (as a Percentage of Target Fiscal 2025 TSR PSUs) | | Below Threshold | <25th percentile | 0% | | Threshold Level | 25th percentile | 50% | | Target Level | 50th percentile | 100% | | Maximum Level | 85th percentile | 200% |

  95. 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. (2) Please refer to “Appendix A: Reconciliation of Non-GAAP Financial Measures” for reconciliation. 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 2025, the Compensation Committee determined in advance that annual equity grants of RSUs and PSUs would be granted to our Named Executive Officers (excluding Mr. Cieri as he was not yet employed) on September 16, 2024, with the number of RSUs and PSUs awarded determined based on the methodology described above under “—Annual Equity Compensation.” For Mr. Cieri, his equity awards were granted on April 15, 2025, the month following his hire date according to our equity award policy for newly hired executives as previously approved by the Compensation Committee. No additional, discretionary equity awards were made to our Named Executive Officers in fiscal 2025 (other than the Moss Retention Award, which was likewise granted on September 16, 2024).

  96. Fiscal 2025 Summary Compensation Table

    Fiscal 2025 Summary Compensation Table The following table provides information concerning the total compensation of our Named Executive Officers for all services rendered to us during fiscal 2023, fiscal 2024 and fiscal 2025, as applicable. See “Compensation Discussion & Analysis—Realized Pay for Fiscal 2025” for additional information.

  97. Fiscal 2025 Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary | | Bonus | Stock Awards(1) | | Non-Equity Incentive Plan Compensation(2) | | All Other Compensation(3) | | Total | | | René Lacerte Chief Executive Officer and Chair | 2025 2024 2023 | $ $ $ | 550,000 613,462 550,000 | — — — | $ $ $ | 14,861,481 13,180,642 16,545,814 | $ $ $ | 688,050 552,200 625,350 | $ $ | 40,304 31,667 — | $ $ $ | 16,139,836 14,377,970 17,721,164 | | John Rettig(4) President and Chief Operating Officer | 2025 2024 2023 | $ $ $ | 500,000 547,524 475,000 | — — — | $ $ $ | 12,738,449 9,414,759 12,974,008 | $ $ $ | 625,500 551,933 518,472 | $ $ | 39,000 41,805 — | $ $ $ | 13,902,949 10,556,020 13,967,481 | | Ken Moss Chief Technology Officer | 2025 | | 443,269 | — | | 7,113,512 | | 337,770 | | 39,652 | | 7,934,204 | | Mary Kay Bowman(5) Executive Vice President, General Manager of Payments and Financial Services | 2025 | | 337,308 | — | | 10,849,353 | | 284,097 | | 25,333 | | 11,536,091 | | Mike Cieri(6) Executive Vice President, General Manager of Software Solutions | 2025 | | 126,346 | $500,000(7) | | 8,710,498 | | 96,241 | | 4,000 | | 9,437,085 |

  98. Fiscal 2025 Summary Compensation Table

    | (1) 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 2025, fiscal 2024 or fiscal 2023, as applicable, in accordance with FASB Accounting Standards Codification Topic 718. The assumptions used in calculating the grant date fair value are set forth in Note 10 of the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025. 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 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 and Fiscal 2025 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 values of the Fiscal 2024 Financial PSUs and Fiscal 2025 Financial PSUs are based on our achievement of such awards’ performance conditions at 100% of target. If both the Fiscal 2025 Financial PSUs and the Fiscal 2025 TSR PSUs were instead valued based on the maximum outcome of the applicable performance condition (i.e., based on maximum level performance), the total amounts reported in this column for fiscal 2025 would increase as follows: Mr. Lacerte from $8,114,117 to $13,494,730, Mr. Rettig from $6,954,979 to $11,566,940, Mr. Moss from $2,293,937 to $3,855,681 and Ms. Bowman from $4,799,293 to $8,066,713. Mr. Cieri did not receive PSUs for fiscal 2025. |

  99. Fiscal 2025 Summary Compensation Table

    | (2) Amounts reported represent bonus payments earned under our annual bonus programs for each fiscal year. |

  100. Fiscal 2025 Summary Compensation Table

    | (3) Fiscal 2025 amounts include the cost of our executive health insurance program. In addition, fiscal 2025 amounts include $1,304 for Mr. Lacerte and $652 for Mr. Moss, reflecting travel costs for such executives’ spouses to accompany the executive on one business-related flight. |

  101. Fiscal 2025 Summary Compensation Table

    | (4) Mr. Rettig transitioned from President and Chief Financial Officer to President and Chief Operating Officer on July 7, 2025. |

  102. Fiscal 2025 Summary Compensation Table

    | (5) Ms. Bowman joined us in August 2024. Salary and Non-Equity Incentive Plan Compensation reflects actual service time in fiscal 2025. |

  103. Fiscal 2025 Summary Compensation Table

    | (6) Mr. Cieri joined us in March 2025. Salary and Non-Equity Incentive Plan Compensation reflects actual service time in fiscal 2025. |

  104. Fiscal 2025 Summary Compensation Table

    | (7) Mr. Cieri received a special signing bonus in consideration of the substantial amount of equity he forfeited from his prior employer. This cash award is subject to a two-year clawback. |

  105. Fiscal 2025 Grants of Plan-Based Awards Table

    Fiscal 2025 Grants of Plan-Based Awards Table The following table provides information concerning each grant of an award made in fiscal 2025 for each of our Named Executive Officers under any plan. This information supplements the information about these awards set forth in the “—Fiscal 2025 Summary Compensation Table” above.

  106. Fiscal 2025 Grants of Plan-Based Awards Table

    | | | | 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) | Grant Date Fair Value of Stock and Option Awards(3) | | Name | Type of Award | Grant Date | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | René Lacerte | Cash | — | $275,000 | $550,000 | $990,000 | — | — | — | — | — | | | RSU | 9/16/2024 | — | — | — | — | — | — | 132,953 | $6,747,365 | | | PSU Financial | 9/16/2024 | — | — | — | 39,886 | 79,772 | 159,544 | — | $4,048,429 | | | PSU TSR | 9/16/2024 | — | — | — | 26,591 | 53,181 | 106,362 | — | $4,065,687 | | John Rettig | Cash | — | $250,000 | $500,000 | $900,000 | — | — | — | — | — | | | RSU | 9/16/2024 | — | — | — | — | — | — | 113,960 | $5,783,470 | | | PSU Financial | 9/16/2024 | — | — | — | 34,188 | 68,376 | 136,752 | — | $3,470,082 | | | PSU TSR | 9/16/2024 | — | — | — | 22,792 | 45,584 | 91,168 | — | $3,484,897 | | Ken Moss | Cash | — | $135,000 | $270,000 | $486,000 | — | — | — | — | — | | | RSU | 9/16/2024 | — | — | — | — | — | — | 56,980 | $2,891,735 | | | Retention RSU | 9/16/2024 | — | — | — | — | — | — | 37,987 | $1,927,840 | | | PSU Financial | 9/16/2024 | — | — | — | 11,871 | 23,742 | 47,484 | — | $1,204,907 | | | PSU TSR | 9/16/2024 | — | — | — | 7,123 | 14,245 | 28,490 | — | $1,089,030 | | Mary Kay Bowman | Cash | — | $113,548 | $227,096 | $408,773 | — | — | — | — | — | | | RSU | 9/16/2024 | — | — | — | — | — | — | 119,213 | $6,050,060 | | | PSU Financial | 9/16/2024 | — | — | — | 24,836 | 49,672 | 99,344 | — | $2,520,854 | | | PSU TSR | 9/16/2024 | — | — | — | 14,902 | 29,803 | 59,606 | — | $2,278,439 | | Mike Cieri | Cash | — | $38,466 | $76,932 | $138,477 | — | — | — | — | — | | | RSU | 4/15/2025 | — | — | — | — | — | — | 206,361 | $8,710,498 |

  107. Fiscal 2025 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 Year 2025 under the Fiscal 2025 Bonus Program, including prorated amounts reflecting Ms. Bowman and Mr. Cieri’s start dates on August 28, 2024 and March 19, 2025, respectively. See “Compensation Discussion and Analysis—Fiscal 2025 Bonus Program Performance Management” above for additional information on the Fiscal 2025 Bonus Program and related metrics. |

  108. Fiscal 2025 Grants of Plan-Based Awards Table

    | (2) The vesting schedule of each stock award granted is set forth in the “—Outstanding Equity Awards at 2025 Year End Table” below. |

  109. Fiscal 2025 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 2025 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 10 of the notes to our consolidated financial statements included in our annual report on Form 10-K for the fiscal year ended June 30, 2025. Such grant-date fair market value does not take into account any forfeitures related to service-based vesting conditions that may occur. Note that the amounts reported in this column 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 2025 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 2025 financial PSUs. The TSR PSUs granted in fiscal 2025 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. |

  110. Outstanding Equity Awards at Fiscal Year-End Table

    Outstanding Equity Awards at Fiscal Year-End Table The following table presents, for each of the Named Executive Officers, information regarding outstanding equity awards held as of June 30, 2025. 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.

  111. 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) | 26,110 | 1,741 | $200.42 | 7/21/2031 | — | — | — | — | | | 7/21/2021(6) | — | — | — | — | 2,786 | $128,880 | — | — | | | 7/30/2022(9) | — | — | — | — | 26,794 | $1,239,490 | — | — | | | 7/30/2022(10) | — | — | — | — | 2,367 | $109,497 | — | — | | | 8/15/2023(11) | — | — | — | — | 32,920 | $1,522,879 | — | — | | | 8/15/2023(13) | — | — | — | — | — | — | 23,409 | $1,082,900 | | | 9/16/2024(14) | — | — | — | — | 108,025 | $4,997,237 | — | — | | | 9/16/2024(15) | — | — | — | — | 79,931 | $3,697,608 | — | — | | | 9/16/2024(16) | — | — | — | — | — | — | 53,181 | $2,460,153 | | 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) | 10,444 | 697 | $194.41 | 7/21/2031 | — | — | — | — | | | 7/20/2021(6) | — | — | — | — | 1,115 | $51,580 | — | — | | | 12/13/2021(7) | — | — | — | — | 4,375 | $202,388 | — | — | | | 12/13/2021(8) | — | — | — | — | — | — | 50,000 | $2,313,000 | | | 7/28/2022(9) | — | — | — | — | 21,436 | $991,629 | — | — | | | 7/28/2022(10) | — | — | — | — | 1,894 | $87,616 | — | — | | | 8/15/2023(11) | — | — | — | — | 23,515 | $1,087,804 | — | — | | | 8/15/2023(13) | — | — | — | — | — | — | 16,721 | $773,513 | | | 9/16/2024(14) | — | — | — | — | 92,593 | $4,283,352 | — | — | | | 9/16/2024(15) | — | — | — | — | 68,512 | $3,169,365 | — | — | | | 9/16/2024(16) | — | — | — | — | — | — | 45,584 | $2,108,716 | | Ken Moss | 5/17/2023(12) | — | — | — | — | 66,988 | $3,098,865 | — | — | | | 8/15/2023(13) | — | — | — | — | — | — | 4,702 | $217,515 | | | 9/16/2024(14) | — | — | — | — | 46,297 | $2,141,699 | — | — | | | 9/16/2024(15) | — | — | — | — | 23,789 | $1,100,479 | — | — | | | 9/16/2024(16) | — | — | — | — | — | — | 14,245 | $658,974 | | | 9/16/2024(17) | — | — | — | — | 37,987 | $1,757,279 | — | — | | Mary Kay Bowman | 9/16/2024(18) | — | — | — | — | 119,213 | $5,514,793 | — | — | | | 9/16/2024(15) | — | — | — | — | 49,771 | $2,302,406 | — | — | | | 9/16/2024(16) | — | — | — | — | — | — | 29,803 | $1,378,687 | | Mike Cieri | 4/15/2025(19) | — | — | — | — | 206,361 | $9,546,260 | — | — |

  112. 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 $46.26, the closing price of our common stock as of June 30, 2025. |

  113. Outstanding Equity Awards at Fiscal Year-End Table

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

  114. Outstanding Equity Awards at Fiscal Year-End Table

    | (3) The stock option vests at a rate of 1/2 of the shares 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 monthly thereafter. |

  115. Outstanding Equity Awards at Fiscal Year-End Table

    | (4) The stock option vests at a rate of 1/16th of the shares underlying the stock option each quarter following the May 28, 2020 vesting commencement date. |

  116. Outstanding Equity Awards at Fiscal Year-End Table

    | (5) The stock option vests at a rate of 1/16th of the shares underlying the stock option each quarter following the August 28, 2021 vesting commencement date. |

  117. Outstanding Equity Awards at Fiscal Year-End Table

    | (6) The stock award vests at a rate of 1/16th of the shares underlying the award each quarter following the August 28, 2021 vesting commencement date. |

  118. Outstanding Equity Awards at Fiscal Year-End Table

    | (7) The stock award vests at a rate of 1/16th of the shares underlying the award quarterly over four years, beginning February 28, 2022. |

  119. 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. |

  120. Outstanding Equity Awards at Fiscal Year-End Table

    | (9) The stock award vests at a rate of 1/16th of the shares underlying the award each quarter following the August 28, 2022 vesting commencement date. |

  121. Outstanding Equity Awards at Fiscal Year-End Table

    | (10) The shares shown reflect the final achievement of the Fiscal 2023 Financial PSUs, as described in “Compensation Discussion and Analysis—Fiscal 2023 Company Performance Results and Incentive Payout Summary.” The achieved shares vest at a rate of 1/3rd of the shares underlying on August 28, 2023, and then 1/8th quarterly over the next two years. |

  122. Outstanding Equity Awards at Fiscal Year-End Table

    | (11) The stock award vests at a rate of 1/16th of the shares underlying the award each quarter following the August 28, 2023 vesting commencement date. |

  123. Outstanding Equity Awards at Fiscal Year-End Table

    | (12) The stock award vests at a rate of 1/4 of the shares underlying the award following a one year cliff and then quarterly thereafter beginning May 28, 2023. |

  124. 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 and Analysis—Fiscal 2024 Company Performance Results and Incentive Payout Summary.” 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. |

  125. Outstanding Equity Awards at Fiscal Year-End Table

    | (14) The stock award vests at a rate of 1/16th of the shares underlying the award each quarter following the August 28, 2024 vesting commencement date. |

  126. Outstanding Equity Awards at Fiscal Year-End Table

    | (15) The shares shown reflect the final achievement of the Fiscal 2025 Financial PSUs, as described in “Compensation Discussion and Analysis—Fiscal 2025 Company Performance Results and Incentive Payout Summary,” at 100.2% achievement. The achieved shares vest at a rate of 1/3rd of the shares underlying the award on August 28, 2025, and then 1/8th quarterly over the next two years. |

  127. Outstanding Equity Awards at Fiscal Year-End Table

    | (16) The shares shown reflect the target achievement of the Fiscal 2025 TSR PSUs, as such awards are described in “Compensation Discussion and Analysis—Fiscal 2025 Company Performance Results and Incentive Payout Summary.” The Fiscal 2025 TSR PSUs are subject to the level of achievement of relative TSR metrics over a three-year period, ending June 30, 2027. To the extent achieved, the achieved shares will vest in full at such time. |

  128. Outstanding Equity Awards at Fiscal Year-End Table

    | (17) The stock award vests at a rate of 1/2 of the shares underlying the award on the one-year and two-year anniversary of the August 28, 2024 vesting commencement date. |

  129. Outstanding Equity Awards at Fiscal Year-End Table

    | (18) The stock award vests at a rate of 1/4 of the shares underlying the award following a one year cliff and quarterly thereafter, beginning August 28, 2024. |

  130. Outstanding Equity Awards at Fiscal Year-End Table

    | (19) The stock award vests at a rate of 1/4 of the shares underlying the award following a one year cliff and quarterly thereafter, beginning May 28, 2025. |

  131. Fiscal 2025 Stock Option Exercises and Stock Vested Table

    Fiscal 2025 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 2025 and the aggregate value realized upon the exercise of stock options and the vesting and settlement of RSUs. As Ms. Bowman and Mr. Cieri joined us during fiscal 2025, they did not have any awards vest during fiscal 2025.

  132. Fiscal 2025 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 | — | — | 81,604 | $5,009,773 | | John Rettig | — | — | 69,747 | $4,282,064 | | Ken Moss | — | — | 44,177 | $2,704,366 |

  133. Fiscal 2025 Stock Option Exercises and Stock Vested Table

    | (1) The value realized upon the exercise of a stock option represents the difference between the aggregate market price of the shares on the date of exercise and the aggregate exercise price of the stock option. |

  134. Fiscal 2025 Stock Option Exercises and Stock Vested Table

    | (2) The value realized upon the vesting and settlement of an RSU is based on the closing price of our common stock on the day of vesting, except where day of vesting falls on weekend, it is the closing price on the closest prior trading day. Amounts shown are presented on an aggregate basis for all vesting and settlement that occurred during fiscal 2025. |

  135. 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 President and Chief Operating Officer (as of June 30, 2025)), (ii) a lump sum payment equal to the executive officer’s then–current target bonus opportunity prorated for the months served during the bonus year, and (iii) payment of premiums for continued medical benefits (or equivalent cash payment if applicable law so requires) for the same period of time as the salary severance. If the executive officer’s employment is terminated by us without cause or by the executive for good reason (as such term is defined in the CIC agreement) within the three months preceding a change in control (but after a legally binding and definitive agreement for a potential change of control has been executed) or within the twelve months following a change in control, the CIC agreements provide the following benefits in exchange for a customary release of claims: (i) a lump sum severance payment of twelve months base salary and 100% of target bonus for our executive officers (eighteen months base salary and 150% target bonus for our Chief Executive Officer), (ii) a lump sum payment equal to the executive officer’s then–current target bonus opportunity prorated for the number of months served out of the bonus year, (iii) 100% acceleration of any then–unvested equity awards (unless provided otherwise in a performance–based equity award agreement), and (iv) payment of premiums for continued medical benefits (or equivalent cash payment if applicable law so requires) for the same period of time as the salary severance. Each CIC agreement is in effect for three years, with automatic renewals unless notice is given by us to the executive officer three months prior to expiration. We believe that these arrangements are designed to align the interests of our Named Executive Officers and our stockholders when considering our long–term future. The primary purpose of these arrangements is to keep our most senior executive officers focused on pursuing all corporate transaction activity that is in the best interests of our stockholders regardless of whether those transactions may result in their own job loss. All payments, benefits and acceleration of vesting of outstanding equity awards in the event of a change in control of BILL are payable only if there is a subsequent loss of employment by a Named Executive Officer (a so–called “double–trigger” arrangement). The benefits under the change in control and severance agreements supersede all other cash severance and vesting acceleration arrangements. Fiscal 2025 Financial PSUs In the event that a change in control had occurred while the performance period for the fiscal 2025 financial PSUs was ongoing, the Non–GAAP Operating 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 and Fiscal 2025 TSR PSUs In the event that a change in control occurs during the performance periods for the fiscal 2024 and fiscal 2025 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 for the fiscal 2024 TSR PSUs and July 1, 2024 for the fiscal 2025 TSR PSUs (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. President & COO (and CFO for fiscal 2025) 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. Fiscal 2025 Potential Payments upon Termination or Change in Control Table The following table provides information concerning the estimated payments and benefits that would be provided in the circumstances described above for each of our Named Executive Officers. Except where otherwise noted, payments and benefits are estimated assuming that the triggering event took place on June 30, 2025, 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 30, 2025, which was $46.26. 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.

  136. 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($)(2) | Continuation Of Medical Benefits(3) | Total | Cash Severance(1) | Non—Equity Incentive Plan Compensation ($)(2) | Continuation of Medical Benefits(3) | Value of Accelerated Vesting(4) | Total | | René Lacerte | $825,000(5) | $550,000 | $95,998 | $1,470,998 | $1,650,000(5) | $550,000 | $95,998 | $13,480,904 | $15,776,902 | | John Rettig | $500,000(6) | $500,000 | $71,688 | $1,071,688 | $1,000,000(6) | $500,000 | $71,688 | $11,404,015 | $12,975,703 | | Ken Moss | $225,000(7) | $270,000 | $23,341 | $518,341 | $720,000(7) | $270,000 | $46,683 | $8,576,511 | $9,613,194 | | Mary Kay Bowman | $225,000(7) | $270,000 | $24,610 | $519,610 | $720,000(7) | $270,000 | $49,220 | $8,817,711 | $9,856,931 | | Mike Cieri | $225,000(7) | $270,000 | $28,844 | $523,844 | $720,000(7) | $270,000 | $57,688 | $9,546,260 | $10,593,948 |

  137. Potential Payments upon Termination or Change in Control

    | (1) Cash severance amounts determined based on the base salaries (and, if applicable, target bonus award opportunities) in effect as of June 30, 2025. |

  138. Potential Payments upon Termination or Change in Control

    | (2) 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, 2025. |

  139. Potential Payments upon Termination or Change in Control

    | (3) Payment of premiums for continued medical benefits reflects the same duration as cash severance. |

  140. Potential Payments upon Termination or Change in Control

    | (4) The value of accelerated vesting is calculated based on the per share closing price on NYSE as of June 30, 2025 which was $46.26, less, if applicable, the aggregate exercise price of each outstanding exercisable stock option. |

  141. 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. |

  142. Potential Payments upon Termination or Change in Control

    | The fiscal 2025 Financial PSUs are included based on their actual achievement at 100.2% as of the end of fiscal 2025. |

  143. Potential Payments upon Termination or Change in Control

    | The achievement of TSR PSUs (under assumed change in control) is based on the per share closing price on NYSE as of June 27, 2025, which was $45.57 (the trading day immediately preceding the assumed closing date of June 30, 2025). As a result, the value of accelerated vesting i) does not include fiscal 2024 TSR PSUs because the performance threshold was not met and ii) includes fiscal 2025 TSR PSUs at 72.57% achievement. |

  144. Potential Payments upon Termination or Change in Control

    | The value of accelerated vesting does not include 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 30, 2025. |

  145. Potential Payments upon Termination or Change in Control

    | (5) 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). |

  146. Potential Payments upon Termination or Change in Control

    | (6) 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). |

  147. Potential Payments upon Termination or Change in Control

    | (7) 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). |

  148. PAY VERSUS PERFORMANCE DISCLOSURE

    PAY VERSUS PERFORMANCE DISCLOSURE The Compensation Committee approves and administers our executive compensation program, which it designs to attract, incentivize, reward, and retain our executive officers. Our program aligns executive pay with stockholder interests and links pay to performance through a blend of short-term and long-term performance measures. As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between the compensation actually paid to our Named Executive Officers and certain aspects of our financial performance. For further information concerning our pay for performance philosophy and how executive compensation aligns with our performance, please refer to “ Compensation Discussion and Analysis ” above.

  149. 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) | | 2025 | $16,139,836 | $14,284,040 | $10,702,582 | $9,995,878 | $51 | $282 | $23,799,000 | $1,300,803,534 | | 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 |

  150. 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 2025 to determine the “compensation actually paid” to each such period. |

  151. 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.

  152. CEO PAY RATIO

    | FY2025 CEO annual total compensation as calculated pursuant to Item 402(u) of Regulation S-K | $16,139,836 | | FY2025 median employee annual total compensation | $191,103 | | Ratio of CEO to median employee annual total compensation | 85:1 |

  153. CEO PAY RATIO

    In identifying our median employee, we chose June 30, 2025, 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 7 non-U.S. employees as follows: 6 employees in Australia and one employee in Canada. After taking into account the de minimis exemption, 2,357 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, 2024, through June 30, 2025. 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 2025 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 2025 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.

  154. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    PROPOSAL NO. 1: ELECTION OF DIRECTORS The current terms of four Class III directors expire at the Annual Meeting. Two of these Class III directors, David Hornik and Allie Kline, are standing for re-election at the Annual Meeting. The other two Class III directors, Steven Cakebread and Brian Jacobs, will not stand for re-election at the Annual Meeting and will cease to serve on our Board, effective as of the date of the Annual Meeting. The Board has additionally nominated Natalie Derse and Beth Johnson for election as Class III directors at the Annual Meeting. Each director nominee elected will hold office until the 2028 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.

  155. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    | Name | Age | Position | | Natalie Derse | 48 | Director Nominee | | David Hornik | 57 | Director | | Beth Johnson | 54 | Director Nominee | | Allie Kline | 54 | Lead Independent Director and Chair of the Nominating and Corporate Governance Committee |

  156. PROPOSAL NO. 1: 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. Other than pursuant to the Cooperation Agreement described below, 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.