10/25/2024 | Press release | Distributed by Public on 10/25/2024 06:32
TABLE OF CONTENTS
Filed by the Registrant ☒
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Filed by a Party other than the Registrant ☐
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☐
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Preliminary Proxy Statement
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☐
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒
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Definitive Proxy Statement
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☐
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Definitive Additional Materials
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☐
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Soliciting Material under §240.14a-12
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☒
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No fee required.
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☐
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Fee paid previously with preliminary materials.
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☐
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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TABLE OF CONTENTS
Sincerely,
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René Lacerte
Chief Executive Officer and Director
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TABLE OF CONTENTS
Time and Date:
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Thursday, December 5, 2024 at 9:00 a.m. Pacific Time.
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Place:
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The meeting can be accessed by visiting www.virtualshareholdermeeting.com/BILL2024, where you will be able to listen to the meeting live, submit questions and vote online.
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Agenda
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Board's Voting
Recommendation
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Proposal 1
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Elect the four Class II directors named in the accompanying definitive proxy statement (the Proxy Statement), each to serve a three-year term expiring at the 2027 annual meeting of stockholders and until such director's successor is elected and qualified.
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✔ FOR each
director nominee
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Proposal 2
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Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending June 30, 2025.
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✔ FOR
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Proposal 3
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Approve, on a non-binding advisory basis, the compensation paid by us to our Named Executive Officers as disclosed in the Proxy Statement (commonly referred to as "Say-on-Pay").
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✔ FOR
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Proposal 4
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To approve an amendment to our Restated Certificate of Incorporation to limit the liability of certain officers as permitted pursuant to recent amendments to the Delaware General Corporation Law (DGCL).
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✔ FOR
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Record Date:
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Only stockholders of record at the close of business on October 10, 2024 are entitled to notice of, and to vote at, the meeting and any adjournments thereof.
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Voting:
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Each share of common stock that you own represents one vote. For questions regarding your stock ownership, you may contact us through our website at investor.bill.com or, if you are a registered holder, our transfer agent, Computershare Trust Company, N.A., through its website at www-us.computershare.com or by phone at (800) 736-3001.
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TABLE OF CONTENTS
By Order of the Board of Directors,
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Raj Aji
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Chief Legal Officer, Chief Compliance Officer, and Secretary
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San Jose, California
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October 25, 2024
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TABLE OF CONTENTS
OUR BOARD OF DIRECTORS
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1
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WHO WE ARE
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1
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Director Nominees
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1
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Continuing Directors
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5
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OUR SKILLS, EXPERIENCE AND ATTRIBUTES
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12
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Board Composition Highlights
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12
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Director Skills and Experience
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13
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Independence of Directors
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13
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HOW WE ARE SELECTED AND ELECTED
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14
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Nomination to the Board of Directors
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14
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Director Qualifications
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14
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HOW WE GOVERN AND ARE GOVERNED
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15
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Governance Highlights
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15
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Governance Evolution
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16
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Corporate Governance Guidelines
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16
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Board Leadership Structure
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16
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Our Board of Directors' Role in Risk Oversight
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17
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Committees of Our Board of Directors
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17
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Compensation Committee Interlocks and Insider Participation
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19
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Board and Committee Meetings and Attendance
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19
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Insider Trading Policy
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20
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Code of Business Conduct and Ethics
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20
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HOW WE COMMUNICATE WITH AND LISTEN
TO YOU
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20
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HOW WE ARE PAID
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21
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Fiscal 2024 Director Compensation
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21
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Non-Employee Director Equity Compensation
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22
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Non-Employee Director Cash Compensation
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22
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Stock Ownership Guidelines
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22
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Executive Death, Disability, and Retirement Policy
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23
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OUR COMPANY
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24
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BILL AT A GLANCE
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24
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WHO WE ARE
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24
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HOW WE DID
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26
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Fiscal 2024 Financial and Business Highlights
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26
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HOW WE DO IT
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27
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Sustainability Highlights
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27
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Human Capital Our Culture and Employees
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27
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Diversity, Equity and Inclusion
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28
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Security, Privacy, and Data Protection
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29
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Our Environmental Impact
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29
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Ethics and Compliance
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29
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OUR STOCKHOLDERS
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30
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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30
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
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32
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REPORT OF THE AUDIT COMMITTEE
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33
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EXECUTIVE COMPENSATION
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34
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INTRODUCTION
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34
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NAMED EXECUTIVE OFFICERS
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34
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2023 SAY ON PAY VOTE
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34
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STOCKHOLDER ENGAGEMENT
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34
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Outreach Program
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34
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Fall 2023 Outreach
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34
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Fall 2024 Outreach
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35
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Key Themes from Stockholder Engagement
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35
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FISCAL 2024 COMPANY PERFORMANCE RESULTS AND INCENTIVE PAYOUT SUMMARY
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38
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FISCAL 2024 COMPENSATION HIGHLIGHTS
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39
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REALIZED PAY FOR FISCAL 2024
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41
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COMPENSATION PROGRAM FOR FISCAL 2025
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41
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COMPENSATION PHILOSOPHY AND OBJECTIVES
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41
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EXECUTIVE COMPENSATION PROGRAM DESIGN
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43
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COMPENSATION DECISION-MAKING PROCESS
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45
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PRINCIPAL ELEMENTS OF COMPENSATION
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47
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EQUITY COMPENSATION
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50
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ADDITIONAL INFORMATION
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52
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401(K) PLAN
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54
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LIMITATIONS ON LIABILITY AND INDEMNIFICATION MATTERS
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54
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RULE 10B5-1 SALES PLANS
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55
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REPORT OF THE COMPENSATION COMMITTEE
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56
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FISCAL 2024 SUMMARY COMPENSATION TABLE
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57
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TABLE OF CONTENTS
FISCAL 2024 GRANTS OF PLAN-BASED AWARDS TABLE
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58
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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
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59
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FISCAL 2024 STOCK OPTION EXERCISES AND STOCK VESTED TABLE
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60
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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
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60
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PAY-VERSUS-PERFORMANCE DISCLOSURE
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63
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CEO PAY RATIO
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67
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EQUITY COMPENSATION PLAN INFORMATION
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68
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OUR PROPOSALS
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69
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PROPOSAL NO. 1: ELECTION OF DIRECTORS
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69
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PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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70
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Independent Registered Public Accounting Firm Fees and Services
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70
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Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm
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71
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Changes in Independent Registered Public Accounting Firm
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71
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PROPOSAL NO. 3: ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
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72
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PROPOSAL NO. 4: APPROVAL OF AN AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION TO PERMIT THE EXCULPATION OF OFFICERS FROM PERSONAL LIABILITY FOR CERTAIN BREACHES OF THE DUTY OF CARE
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73
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OUR ANNUAL MEETING AND GENERAL INFORMATION
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74
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INFORMATION ABOUT SOLICITATION AND VOTING
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74
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INTERNET AVAILABILITY OF PROXY MATERIALS
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74
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GENERAL INFORMATION ABOUT THE MEETING
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74
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Record Date; Quorum
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74
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Voting Rights; Required Vote
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74
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Abstentions; Withholding Authority; Broker Non-Votes
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75
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Recommendations of Our Board on Each of the Proposals Scheduled to be Voted on at the Annual Meeting
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75
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Voting Instructions; Voting of Proxies
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75
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Expenses of Soliciting Proxies
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76
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Revocability of Proxies
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76
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Voting Results
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77
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Participating in the Annual Meeting
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77
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ADDITIONAL INFORMATION
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78
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Stockholder Proposals to be Presented at the Next Annual Meeting
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78
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Delinquent Section 16(a) Reports
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78
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Annual Report
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78
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Electronic Delivery of Stockholder Communications
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79
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"Householding" − Stockholders Sharing the Same Last Name and Address
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79
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OTHER MATTERS
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80
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APPENDIX A: RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
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A-1
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APPENDIX B: CERTIFICATE OF AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION OF BILL HOLDINGS, INC.
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B-1
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TABLE OF CONTENTS
Aida
Alvarez
Former Administrator,
U.S. Small Business
Administration
Age: 75
Independent Director since:
May 2022
Term Expires: 2024
Committees and Positions:
•
Nominating and Corporate Governance
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Experience
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Served in the Clinton Administration(1992 - 2001), including as Administrator of the U.S. Small Business Administration(1996 - 2001), where she was the first Latina to serve in a U.S. President's Cabinet, and as Director of the Office of Federal Housing Enterprise Oversight
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Founding Chair Emerita, Latino Community Foundation
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Previously, served in senior roles at Bear Stearnsand First Boston
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Education
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A.B., English, Harvard University
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Current Board Service
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Director, Fastly, Inc. (NYSE: FSLY), a cloud computing company (August 2019 - Present)
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Director, HP Inc. (NYSE: HPQ), a multinational technology company (June 2016 - Present)
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Director, Stride, Inc. (NYSE: LRN), an education company (April 2017 - Present)
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Former Board Service
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Director, Oportun Financial Corp. (Nasdaq: OPRT), an online lending company (August 2011 - November 2022)
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Director, Walmart, Inc. (NYSE: WMT), a multinational retail corporation (June 2006 - June 2016)
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Director, MUFG Union Bank, a full-service bank (October 2004 - June 2014)
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Director, Pacificare, Inc. (now UnitedHealth Group, Inc.) (NYSE: UNH), a multinational managed healthcare and insurance company (November 2003 - July 2005)
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TABLE OF CONTENTS
Skills and Qualifications
Senior Operating Leadership Experience, Enterprise Risk Management - Cybersecurity, Payments and Regulatory Expertise and Governance Experiencedeveloped through her extensive board experience and career serving in financial service institutions in both the public and private sectors, including at the U.S. Small Business Administration
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Steve
Fisher
President and General Manager,
Einstein 1 Platform and
Unified Data Services,
Salesforce.com
Age: 60
Independent Director since: February 2021
Term Expires: 2024
Committees and Positions
•
Cybersecurity, Chair
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Experience
•
President and General Manager, Einstein 1 Platform and Unified Data Services, Salesforce.com, Inc.(NYSE: CRM), a cloud-based software company (July 2021 - Present)
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Senior Vice President and Chief Technology Officer, eBay, Inc.(Nasdaq: EBAY), an online marketplace (September 2014 - May 2019)
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Executive Vice President, Technology, Salesforce.com(NYSE: CRM) (December 2008 - September 2014)
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Education
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B.S., Mathematical and Computational Science, Stanford University
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M.S., Computer Science, Stanford University
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Current Board Service
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Director, Copart Inc. (Nasdaq: CPRT), a provider of online vehicle auction and automotive remarketing services (July 2019 - Present)
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Former Board Service
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Director, FD Technologies Public Limited Company (LON: FDP), a provider of products and consulting services (September 2020 - January 2022)
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Director, Vonage Holdings Corp. (formerly: VG), a cloud communications company (January 2013 - October 2021)
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Director, Safeguard Scientifics, Inc. (Nasdaq: SFE), a venture capital and consulting firm (May 2015 - June 2018)
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Skills and Qualifications
Senior Operating Leadership Experience, Enterprise Risk Management - Cybersecurity, Payments and Regulatory Expertise, and Governance Experiencedeveloped over more than 25 years in leadership positions in the technology industry including in his current role at Salesforce, as well as his prior role, in which he was responsible for creating, scaling, managing and securing the company's industry - defining platforms, and his time serving as Senior Vice President and Chief Technology Officer at eBay, where he drove the company's strategy and was responsible for overseeing the product experience, technology platform, and payments initiative.
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TABLE OF CONTENTS
Allison
Mnookin
Former Software Executive;
Senior Lecturer at
Harvard Business School
Age 54
Independent Director since: July 2019
Term Expires 2024
Committees and Positions:
•
Compensation, Chair
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Compliance and Payment Operations Risks (Subcommittee)
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Experience
•
Senior Lecturer of Business Administration, Harvard Business School(July 2017 - Present)
•
Chief Executive Officer, QuickBase, Inc.,an online application software company (April 2016 - November 2016)
•
Vice President and General Manager, QuickBase (July 2010 - March 2016), and various Vice President roles (2007-2010) including General Manager, QuickBooks (2002- 2007), Intuit, Inc.(Nasdaq: INTU), a financial software company
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Education
•
A.B., Women's Studies, Harvard University
•
M.B.A., Harvard Business School
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Current Board Service
•
Director, LPL Financial Holdings, Inc. (Nasdaq: LPLA), a technology, brokerage and investment advisory services company (June 2018 - Present)
•
Member, Advisory Board of the Mass. Fintech Hub (March 2022 - Present)
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Former Board Service
•
Director, QuickBase, Inc., an online application software company (March 2016 - April 2019)
•
Director, Fleetmatics Group PLC, a SaaS fleet management provider (March 2014 - November 2016)
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Skills and Qualifications
Senior Operating Leadership Experience, Payments / FinTech Expertise, andSaaS / Technology / Innovation Experiencedeveloped over her two decades as a technology executive for successful cloud and business software companies, including as CEO of QuickBase, where she was responsible for setting the company's business strategy and overseeing a client base of more than 500,000 business subscribers, including more than 50% of the Fortune 100. She also served as a Vice President and General Manager at Intuit where she led a $500 million small business product portfolio, including QuickBooks, and was instrumental in the creation and growth of many new products, including Quicken Loans.
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TABLE OF CONTENTS
Alison
Wagonfeld
Chief Marketing Officer,
Google Cloud and Vice
President, Marketing,
Alphabet
Age: 54
Independent Directorsince: October 2022
Term Expires: 2024
Committees and Positions:
•
Compensation
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Experience
•
Chief Marketing Officer for Google Cloud and Vice President, Marketing, Alphabet, Inc.(Nasdaq: GOOG), a multinational technology company (May 2016 - Present)
•
Operating Partner, Emergence Capital Partners, a venture capital firm focused on early and growth-stage enterprise cloud companies (March 2013 - April 2016)
•
Executive Director, Harvard Business School California Research Center(October 2001 - March 2013)
•
Co-founder, Quicken Loans and Director of Marketing, Intuit, Inc.,(Nasdaq: INTU), a financial software company (1996 - 1999)
•
Worked in the investment banking division, Morgan Stanley & Co. LLC(NYSE: MS), a global investment bank
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Education
•
B.A., Yale University
•
M.B.A., Harvard Business School
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Current Board Service
•
Member, Advisory Board for the Yale University Jackson School for Global Affairs (March 2022 - Present)
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Skills and Qualifications
Senior Operating Leadership Experience, SaaS / Technology / Innovation Experience, andSales / Marketing Expertisegained over her over 25 year career in operational roles with hands-on experience with digital transformation, including in her current role serving as Chief Marketing Officer for both Google Cloud Platform and Google Workspace, where she has contributed to the rapid growth of Google Cloud, as well as her prior role as an operating partner at Emergence Capital, where she worked with over 30 SaaS companies, helping develop and refine their strategy and go-to-market plans and serving as a key advisor to portfolio company CEOs and senior executives.
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TABLE OF CONTENTS
René
Lacerte
Founder and CEO,
BILL
Age: 57
Director since: April 2006
Term Expires: 2026
Committees and Positions:
•
Board Chair
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Experience
•
Founder and Chief Executive Officer, BILL(April 2006 - Present)
•
Founder, PayCycle, Inc., an online payroll solutions company that was later acquired by Intuit, Inc. (1999 - 2006)
•
Group Product Manager, Intuit, Inc.(Nasdaq: INTU), a financial software company (1994-1999)
|
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Education
•
B.A., Economics Stanford University
•
M.S., Industrial Engineering, Stanford University
|
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Skills and Qualifications
Senior Operating Leadership Experience, Payments / FinTech Expertise, and SaaS / Technology / Innovation Experience gained over his extensive career in the finance, software, and payments industries, during which he launched Intuit's first connected payroll product and helped build its bill payment and credit card businesses, then founded and led PayCycle, the first and then-largest online payroll solution, which was later acquired by Intuit, and finally founded our Company, which he has led since 2006.
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Steven
Cakebread
Former CFO, Yext
Age: 73
Independent Director since:
May 2019
Term Expires: 2025
Committees and Positions:
•
Audit, Chair
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Experience
•
Chief Financial Officer, Yext Inc.(NYSE: YEXT), a software company (October 2014 - March 2022)
•
Chief Financial Officer and Chief Accounting Officer, D-Wave Systems, Inc., a quantum computing company (March 2013 - September 2014)
•
Chief Financial Officer company, Salesforce.com, Inc.(NYSE: CRM), a cloud-based software company (May 2002 - March 2008)
|
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Education
•
B.S., Accounting, University of California, Berkeley
•
M.B.A., Indiana University
|
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Former Board Service
•
Director, ServiceSource International, Inc., a service support provider (February 2010 - October 2017)
|
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Skills and Qualifications
Senior Operating Leadership Experience, Finance / Accounting Expertise, and Strategy / M&A Expertisegained and developed during his extensive career serving as a Chief Financial Officer at multiple technology companies, where he had ultimate responsibility for all of their financial and accounting matters and was instrumental in helping to form their business strategies.
|
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TABLE OF CONTENTS
David
Hornik
General Partner, August Capital
General Partner, Lobby Capital
Age: 56
Independent Director since: May 2016
Term Expires: 2025
Committees and Positions:
•
Nominating and Corporate Governance
|
Experience
•
General Partner, August Capital, a venture capital firm focused on information technology (June 2000 - Present)
•
Founder and General Partner, Lobby Capital, a venture capital firm (January 2021 - Present)
|
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Education
•
A.B., Political Science and A.B., Computer Music, Stanford
University
•
M. Phil, Criminology, Cambridge University
•
J.D., Harvard Law School
|
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Current Board Service
•
Director, Fastly, Inc. (NYSE: FSLY), a cloud computing company (February 2012 - Present)
•
Currently serves on the boards of directors of several privately held companies
|
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Former Board Service
•
Director, Splunk, Inc. (Nasdaq: SPLK), a provider of machine data analytics software (August 2004 - September 2017)
•
Director, GitLab Inc. (Nasdaq: GTLB), a software development platform (March 2019 - March 2022)
|
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Skills and Qualifications
SaaS / Technology / Innovation Experience, Strategy / M&A Expertiseand Governance Experience gained over his more than 25 year career in the venture capital industry investing in a broad range of software companies, including enterprise application, infrastructure and SaaS businesses such as Splunk, financial technology companies such as WePay, and consumer services businesses such as Evite and Ebates.
|
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TABLE OF CONTENTS
Brian
Jacobs
Founder and General Partner,
Emergence Capital Partners
Founder and Managing Partner Moai Capital
Age: 63
Independent Director since: August 2007
Term Expires: 2025
Committees and Positions:
•
Compensation
|
Experience
•
Founder and General Partner, Emergence Capital Partners, a venture capital firm focused on early-stage enterprise software companies (January 2003 - Present)
•
Founder and Managing Partner, Moai Capital, a seed capital firm (May 2019 - Present)
•
Faculty member teaching venture capital finance, Stanford Graduate School of Business(2018 - Present)
|
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Education
•
B.S. and M.S., Mechanical Engineering, Massachusetts Institute of Technology
•
M.B.A., Stanford Graduate School of Business
|
|||
Current Board Service
•
Currently serves on the boards of directors of several privately held companies
|
|||
Skills and Qualifications
Payments / FinTech Expertise, SaaS / Technology / Innovation Experience, and Strategy / M&A Expertisegained during his extensive career in the venture capital industry focused on helping develop and grow SaaS and B2B cloud service companies, including Intacct, Impartner, Drivewyze, Eversight, and InsideView.
|
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TABLE OF CONTENTS
Peter
Kight
Former Chairman and
CEO, CheckFree
Age: 68
Independent Director since: May 2019
Term Expires: 2026
Committees and Positions:
•
Nominating and Corporate Governance
•
Cybersecurity
|
Experience
•
Senior Advisor, Commerce Ventures, LLC,a venture capital firm (December 2012 - March 2024)
•
Senior Advisor (April 2013 - April 2015), Managing Partner (2010 - April 2013), Comvest Partners, a private equity firm
•
Founder, Chairman and Chief Executive Officer, CheckFree, a provider of financial services technology that was acquired by Fiserv, Inc. (1981 - 2007)
|
||
Current Board Service
•
Chairman, Repay Holdings Corp. (Nasdaq: RPAY), a financial technology and payment processing solution provider (July 2019 - Present)
|
|||
Former Board Service
•
Director, Blackbaud, Inc. (Nasdaq: BLKB), a software company (December 2014 - February 2020)
•
Director, Huntington Bancshares, Inc. (Nasdaq: HBAN), a bank holding company (June 2012 - April 2020)
•
Chairman, Thunder Bridge Acquisition, Ltd., a special acquisition company (September 2017 - July 2019)
|
|||
Skills and Qualifications
Senior Operating Leadership Experience, Payments / FinTech Expertise, andStrategy / M&A Expertisedeveloped and gained over his career, including more than 25 years leading CheckFree, a company he founded, which provided financial electronic commerce solutions that enabled thousands of financial services providers and billers to process transactions and offer their customers the convenience of receiving and paying their bills online.
|
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TABLE OF CONTENTS
Allie
Kline
Founding Principal,
LEO DIX
Age: 53
Independent Director since: September 2020
Term Expires: 2025
Committees and Positions:
•
Lead Independent Director
•
Audit
•
Nominating and Corporate Governance, Chair
|
Experience
•
Executive Partner, Ethos Capital, a private equity firm (March 2024 - Present)
•
Founding Principal, LEO DIX, a boutique management consulting firm (January 2020 - Present)
•
Chief Marketing and Communications Officer, Verizon Media (AOL, Yahoo, Huffington Post, TechCrunch, MAKERS), a subsidiary of Verizon Communications Inc. (NYSE: VZ), a multinational telecommunications agency (June 2015 - September 2018)
•
Chief Executive Officer, MAKERS, an AOL/Verizon Media women's media brand (October 2016 - September 2018)
•
Chief Marketing Officer, AOL, Inc. (formerly NYSE: AOL), an online services and digital media company (January 2013 - June 2015)
|
||
Education
•
B.S., Communications, Ithaca College
|
|||
Current Board Service
•
Director, Huntington Bancshares, Inc. (Nasdaq: HBAN), a bank holding company (April 2019 - Present)
•
Currently serves on the boards of directors of several privately held companies
|
|||
Former Board Service
•
Director, Pier 1 Imports, Inc. (formerly: PIRRQ), a home furnishings retailer (September 2018 - September 2020)
•
Director, Waddell & Reed Financial, Inc. (NYSE: WDR), an asset management and financial planning company (February 2020 - May 2021)
|
|||
Skills and Qualifications
Enterprise Risk Management - Cybersecurity, Payments and Regulatory Expertise, Sales / Marketing Expertise, and Governance Experience gained and developed serving as Chief Marketing Officer at several leading technology and media companies, including Verizon Media, where she oversaw 20+ distinctive digital brands reaching one billion consumers, and at AOL, where her responsibilities included global consumer and B2B marketing, external and internal communications, brand strategy and creative, and corporate citizenship and cause marketing.
|
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TABLE OF CONTENTS
Tina
Reich
Former SVP and Chief Credit Officer, American Express
Age: 48
Independent Director since: June 2022
Term Expires: 2026
Committees and Positions:
•
Audit
•
Cybersecurity
•
Compliance and Payment Operations Risks, Chair (Subcommittee)
|
Experience
•
Advisor, Medius, a B2B Sweden-based AI platform (August 2024 - Present)
•
Advisor, Aspire FT Pte Ltd, a B2B Singapore-based financial services platform (May 2023 - Present)
•
Advisor (August 2022 - Present), Head of Credit and Risk (May 2022 - August 2022), Theorem Partners, LLC, a financial technology and investment firm utilizing machine learning and data science
•
Advisor, Clara, a B2B Latin American financial services company (March 2022 - Present)
•
Senior Vice President and Chief Credit Officer of both the Global Business Financing, Payments and Digital Experiences group, and managed risk for the Global Merchant and Network Services Group, American Express Company(NYSE: AXP), a payment and card services company (March 2019 - December 2021)
•
Chief Risk Officer and Chief Data Scientist, Credibly, a fintech lending platform (September 2014 - February 2019)
|
||
Education
•
B.S., Economics, Massachusetts Institute of Technology (MIT)
|
|||
Current Board Service
•
Director, Santander Holdings USA and Santander Bank, NA, a global banking group (July 2023 - Present)
•
Director, Altus Power (NYSE: AMPS), a clean power company (November 2023 - Present)
•
Member, MIT Corporation, Development Committee (August 2024 - Present)
|
|||
Former Board Service
•
Member, Experian Financial Services Advisory Council (2016 - December 2021)
•
Member, Experian Citicorp Payment Services (2013-2014)
|
|||
Skills and Qualifications
Senior Operating Leadership Experience, Payments / FinTech Experience, and Enterprise Risk Management - Cybersecurity, Payments and Regulatory Expertisedeveloped over her career in roles such as Chief Credit Officer of the Global Business Financing, Payments and Digital Experiences group at American Express, where she led the risk team that launched or scaled new products, including working capital, invoice financing, cross-border payments and B2B supplier payment products as well as charge card and corporate card underwriting, and as Chief Risk Officer at Credibly, where she developed data science services that included early warning triggers, automated collections service and a data reconciliation algorithm.
|
|||
TABLE OF CONTENTS
Scott
Wagner
CEO,
GoodRx Holdings
Age: 54
Independent Director since: September 2021
Term Expires: 2026
Committees and Positions :
•
Compensation
|
Experience
•
CEO, GoodRx Holdings, Inc.(Nasdaq: GDRX), a telemedicine platform (April 2023 - Present)
•
Chief Executive Officer, Bilander Acquisition Corp., a special purpose acquisition company (May 2021 - August 2023)
•
Chief Executive Officer (December 2017 - September 2019), President, Chief Financial Officer and Chief Operating Officer (May 2013 - December 2017), Interim Chief Executive Officer (July 2012 - January 2013), GoDaddy, Inc.(NYSE: GDDY), a leading internet domain registrar and web hosting company
•
Partner, KKR & Co. Inc.(NYSE: KKR), a global investment company (June 2000 - May 2012)
|
||
Education
•
B.A., Economics, Yale University
•
M.B.A., Harvard Business School
|
|||
Current Board Service
•
Director, DoubleVerify Holdings, Inc. (NYSE: DV), an advertising data verification company (October 2021 - Present)
•
Currently serves on the boards of directors of two privately held companies
|
|||
Former Board Service
•
Director, Bilander Acquisition Corp. (formerly: TWCB) (May 2021 - August 2023)
•
Director, TWC Tech Holdings II Corp. (Nasdaq: TWCT), a special purpose acquisition company (September 2020 - August 2021)
•
Director, GoDaddy (NYSE: GDDY) (December 2017 - September 2019)
|
|||
Skills and Qualifications
Senior Operating Leadership Experience, Finance / Accounting Expertise and SaaS / Technology / Innovation Experiencegained over his career that included growing GoDaddy from the leading domain name registrar in the United States into a global SaaS company and more than a decade at KKR, where he advised and held interim executive roles at companies in the technology, payments, digital media, and services sectors.
|
|||
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
INDEPENDENCE
|
BOARD PRACTICES
|
|||
•
All non-employee directors are independent
•
We separate our Chair and Lead Independent Director positions
•
In fiscal 2024, we designated a new Lead Independent Director to promote a fresh perspective on our Board functions
•
Independent directors meet regularly in executive session
•
All Board committee and subcommittee
members are independent
•
The Board maintains related-party transaction standards for any direct or indirect involvement
of a director in Company business activities
|
•
Our Board is diverse, with five of 12 directors (42% of the Board), our Lead Independent Director and three committee chairs being women and/or from an underrepresented minority group
•
In fiscal 2024, the Board appointed a new Compensation Committee Chair and independent compensation consultant to bring new perspectives to our compensation processes and practices
•
Our Nominating and Corporate Governance Committee annually reviews our governance profile and makes recommendations to the Board regarding features to be modified and the roadmap for sunsetting certain protective provisions, as appropriate
•
Regular review of human capital and diversity, equity and inclusion (DEI) initiatives
•
Our Board and all Board committees conduct a thorough annual self-evaluation process
•
Regular review of Board and management succession planning
|
|||
ACCOUNTABILITY / RISK MITIGATION
|
ETHICS AND RISK PRACTICES
|
|||
•
Annual stockholder advisory vote to approve Named Executive Officer compensation
•
Proactive, robust and multifaceted stockholder engagement program, with meetings around financial, strategic, executive compensation, ESG and other matters
•
Compensation Clawback Policy
•
Stock Ownership Guidelines for our executives and directors
•
Prohibition on hedging and restrictions on pledging transactions by executive officers and directors
•
The Board and Board committees focus on risk oversight practices, including overseeing
financial, cybersecurity, data privacy, legal,
and regulatory risk, as well as ESG and other
critical evolving areas
|
•
In fiscal 2024, published our inaugural ESG Report, reflecting our values and disclosing our efforts on environmental, social/human capital, compliance and other governance initiatives
•
Our Cybersecurity Committee provides critical oversight of cybersecurity, privacy and data governance matters and best practices, including with respect to recent SEC rulemaking
•
Our Compliance and Payment Operations Risks Subcommittee provides oversight of payments-related regulatory and operational risks, which we view as essential in light of increased enforcement activity by financial regulatory authorities
•
Our Code of Business Conduct and Ethics applies to all employees and directors
•
Whistleblower hotline available to all employees as well as third parties
•
In fiscal 2024, refreshed our Whistleblower Policy, pursuant to which, our employees, customers and vendors may notify us of suspected illegal and unethical conduct
•
Audit Committee is responsible for reviewing any complaints regarding accounting, internal accounting controls, auditing or federal
securities matters
|
|||
TABLE OF CONTENTS
•
|
Calling meetings of the independent directors;
|
•
|
Presiding at executive sessions of independent directors;
|
•
|
Serving as a liaison between the chairperson and the independent directors;
|
•
|
Consulting with management regarding agendas for Board meetings;
|
•
|
Disseminating information to our Board;
|
•
|
Being available under appropriate circumstances for communication with stockholders; and
|
•
|
Performing such other functions and responsibilities as requested by our Board from time to time.
|
TABLE OF CONTENTS
TABLE OF CONTENTS
•
|
Selecting a firm to serve as the independent registered public accounting firm to audit our financial statements;
|
•
|
Ensuring the independence of the independent registered public accounting firm;
|
•
|
Discussing the scope and results of the audit with the independent registered public accounting firm and reviewing, with management and that firm, our interim and year-end operating results;
|
•
|
Establishing procedures for employees to anonymously submit concerns about questionable accounting or audit matters;
|
•
|
Considering the adequacy of our internal controls and internal audit function;
|
•
|
Reviewing related-party transactions that are material or otherwise implicate disclosure requirements; and
|
•
|
Approving or, as permitted, pre-approving all audit and non-audit services to be performed by the independent registered public accounting firm.
|
•
|
Overseeing our risk program related to customer payments and related money-movement business operations;
|
•
|
Reviewing our compliance with money transmission and related laws and regulations and banking system, bank partner and payment network rules and requirements; and
|
•
|
Discussing with management reports and inquiries from regulatory or governmental agencies and any material incidents, reports, programs and initiatives.
|
•
|
Reviewing and approving, or recommending that our Board approve, the compensation of our executive officers;
|
•
|
Reviewing and recommending to our Board the compensation of our directors;
|
•
|
Reviewing and approving, or making recommendations to our Board with respect to, incentive compensation and equity plans;
|
•
|
Reviewing our human capital-related practices, programs and initiatives;
|
•
|
Reviewing with management our major compensation-related risk exposures and the steps management has taken to monitor or mitigate such risks; and
|
•
|
Establishing our overall compensation philosophy.
|
TABLE OF CONTENTS
•
|
Identifying and recommending candidates for membership on our Board;
|
•
|
Recommending directors to serve on Board committees;
|
•
|
Reviewing and recommending to our Board any changes to our corporate governance principles;
|
•
|
Reviewing proposed waivers of the code of conduct for directors and executive officers;
|
•
|
Overseeing the process of evaluating the performance of our Board;
|
•
|
Overseeing our ESG goals and objectives, strategy, practices and disclosures, in consultation with other committees of the Board;
|
•
|
Overseeing executive succession planning; and
|
•
|
Advising our Board on corporate governance matters.
|
•
|
Understanding our key risks and the measures implemented by the Company to mitigate and prevent cyber attacks and respond to data breaches;
|
•
|
Assessing our cybersecurity architecture, technology, controls, and policies, as well as overall security culture and employee adherence to best practices;
|
•
|
Overseeing our cybersecurity strategy and technology planning processes in light of the threat landscape facing us and our products, services and operations, including regularly reviewing the results of cybersecurity threat exercises;
|
•
|
Receiving quarterly updates from members of our Executive Security Risk Management Committee, which is comprised of senior members (VP-level or above) of our engineering, legal and compliance, people, operations, risk management, marketing, finance and product departments;
|
•
|
Overseeing our compliance with applicable information security and data protection laws and industry standards; and
|
•
|
Reviewing our privacy and data governance programs.
|
TABLE OF CONTENTS
•
|
Attending the Annual Meeting and submitting questions to be addressed during the meeting;
|
•
|
Attending quarterly earnings calls, investor conferences and other similar opportunities;
|
•
|
Calling our company number, 1-650-621-7700;
|
•
|
Sending an email to an individual director, a committee, or the full Board at [email protected];
|
•
|
Mailing a letter to us at 6220 America Center Drive, Suite 100, San Jose, California 95002, Attn: Corporate Secretary; or
|
•
|
Requesting a stockholder engagement meeting via one of the means outlined here.
|
TABLE OF CONTENTS
Name
|
Fees Earned
or Paid In Cash
|
Stock Awards
($)(1)(2)
|
Total ($)
|
||||||
Aida Alvarez
|
$36,500
|
$199,994
|
$236,494
|
||||||
Steven Cakebread
|
$52,500
|
$199,994
|
$252,494
|
||||||
Steve Fisher
|
$47,500
|
$199,994
|
$247,494
|
||||||
David Hornik
|
$36,500
|
$199,994
|
$236,494
|
||||||
Brian Jacobs
|
$40,000
|
$199,994
|
$239,994
|
||||||
Peter Kight
|
$61,500
|
$199,994
|
$261,494
|
||||||
Allie Kline
|
$50,500
|
$199,994
|
$250,494
|
||||||
Allison Mnookin
|
$49,151
|
$199,994
|
$249,145
|
||||||
Tina Reich
|
$58,000
|
$199,994
|
$257,994
|
||||||
Scott Wagner
|
$47,974
|
$199,994
|
$247,968
|
||||||
Alison Wagonfeld
|
$40,000
|
$199,994
|
$239,994
|
||||||
(1)
|
The amounts reported in these columns represent the aggregate grant date fair value of restricted stock units (RSUs) or option awards made to directors in fiscal 2024 computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 (ASC 718). This amount does not reflect the actual economic value realized by the director, which will vary depending on the performance of our common stock. Our non-employee directors held option and RSU awards to acquire the following number of shares as of June 30, 2024:
|
Number of Shares Underlying Outstanding Awards
|
||||||
Name
|
Option Awards
|
Stock Awards
|
||||
Aida Alvarez
|
-
|
4,048
|
||||
Steven Cakebread
|
13,333
|
2,883
|
||||
Steve Fisher
|
-
|
2,883
|
||||
David Hornik
|
-
|
2,883
|
||||
Brian Jacobs
|
-
|
2,883
|
||||
Peter Kight
|
33,333
|
2,883
|
||||
Allie Kline
|
-
|
2,883
|
||||
Allison Mnookin
|
53,333
|
2,883
|
||||
Tina Reich
|
-
|
4,096
|
||||
Scott Wagner
|
-
|
3,332
|
||||
Alison Wagonfeld
|
-
|
4,960
|
||||
(2)
|
Vests in accordance with the vesting schedule described below under "-Non-Employee Director Compensation Arrangements."
|
TABLE OF CONTENTS
•
|
Lead Independent Director: $17,500
|
•
|
Audit Committee Chair: $20,000
|
•
|
Audit Committee Member (Non-Chair): $10,000
|
○
|
Compliance and Payment Operations Risks Subcommittee Chair: $8,000
|
○
|
Compliance and Payment Operations Risks Subcommittee Member (Non-Chair): $4,000
|
•
|
Compensation Committee Chair: $15,000
|
•
|
Compensation Committee Member (Non-Chair): $7,500
|
•
|
Nominating and Corporate Governance Committee Chair: $8,000
|
•
|
Nominating and Corporate Governance Committee Member (Non-Chair): $4,000
|
•
|
Cybersecurity Committee Chair: $15,000
|
•
|
Cybersecurity Committee Member (Non-Chair): $7,500
|
TABLE OF CONTENTS
TABLE OF CONTENTS
John
Rettig
President and Chief Financial Officer
Age: 59
Joined Company in June 2014
|
Experience
•
Chief Financial Officer, Exponential Interactive, Inc., an advertising intelligence and digital media solutions company (May 2005 - June 2014)
•
Director and Audit Committee Chair, Arcadia Power, Inc., a private climate technology company (November 2022 - Present)
•
Previously, Mr. Rettig served in senior finance roles at high growth companies in the ecommerce, software, and Internet spaces, including Reflect.com, a Procter & Gamble personalized beauty spin-off; Achieva.com/Kaplan, Inc., a leading e-learning company; and E-Global Network, Inc., a software infrastructure company building payments systems. He also served as Senior Director of Finance for Excite@ Home, the broadband access and Internet portal created by the $6.7 billion merger of @Home and Excite, Inc.
|
||
Education
•
B.S., Saint Mary's College of California
|
|||
TABLE OF CONTENTS
Raj Aji
Chief Legal Officer, Chief Compliance Officer and Secretary
Age: 62
Joined Company in August 2016
|
Experience
•
Assistant General Counsel, Financial Services, Intuit, Inc.(Nasdaq: INTU), a financial software company (January 2013 - August 2016)
•
General Counsel, Obopay, Inc., a mobile payments company (December 2010 - December 2012)
•
General Counsel, Xoom, Inc.(Nasdaq: XOOM), an e-commerce company (1998 - 2001)
|
||
Education
•
B. Tech in Chemical Engineering, Indian Institute of Technology,
Mumbai
•
M.S. in Civil and Environmental Engineering, University of Iowa,
Iowa City
•
J.D., University of California, Berkeley, School of Law
|
|||
Mary Kay
Bowman
Executive Vice President,
General Manager of
Payments and Financial
Services
Age: 56
Joined Company in August 2024
|
Experience
•
Head of Global Buyer, Seller and Platform Product and Solutions, Visa, Inc.(NYSE: V), a multinational digital payments company (January 2019 - December 2022)
•
Head of Payments, Square, Inc., a financial services platform (April 2015 - January 2019)
•
Director, Global Payments, Amazon.com, Inc.(Nasdaq: AMZN), a multinational e-commerce company (March 2004 - April 2015)
|
||
Education
•
B.A., Business Administration and Art, Saint Mary's University of Minnesota
|
|||
TABLE OF CONTENTS
Ken Moss
Chief Technology Officer
Age: 58
Joined Company in April 2023
|
Experience
•
Chief Technology Officer, Electronic Arts, Inc.(Nasdaq: EA), a digital interactive entertainment company (July 2014 - August 2022)
•
Vice President of Marketplaces Technology, Science and Data, eBay, Inc.(Nasdaq: EBAY), a multinational e-commerce company (November 2011 - July 2014)
•
Chief Executive Officer and co-Founder, CrowdEye, Inc., a social search engine (October 2008 - November 2011)
•
General Manager, Director of Development, and Founder of Internet Search, and other roles, Microsoft Corporation(Nasdaq: MSFT), a multinational technology company (1991 - 2008)
|
||
Education
•
B.A., Molecular Biology, Princeton University
|
|||
•
|
Total revenue increased by 22%, to $1,290.2 million;
|
•
|
Core revenue, which consists of subscription and transaction fees, was $1,122.7 million. Float revenue, which consists of interest on funds held for customers, was $167.4 million;
|
•
|
Gross profit was $1,055.6 million, representing an 81.8% gross margin;
|
•
|
Served 474,600 businesses using our solutions - our highest total ever - as of June 30, 2024;
|
•
|
Processed $292.4 billion in total payment volume (TPV);
|
•
|
Processed 103.8 million transactions;
|
•
|
As of June 30, 2024, approximately 7.1 million BILL standalone network members have originated or received an electronic payment using our platform, an increase of 22% year-over-year;
|
•
|
Repurchased approximately $212 million in shares of our common stock; and
|
•
|
Repurchased approximately $983 million aggregate principal amount of our 0% Convertible Notes due 2025.
|
TABLE OF CONTENTS
•
|
Humble - No ego;
|
•
|
Authentic - We are who we are;
|
•
|
Passionate - Love what we do;
|
•
|
Accountable - To each other and our network; and
|
•
|
Fun - Celebrate the moments.
|
TABLE OF CONTENTS
•
|
Building balanced teams with diverse representation throughout the organization;
|
•
|
Cultivating our inclusive leadership capabilities through education, training, and mentoring;
|
•
|
Fostering a culture of belonging to engage and celebrate our employees' authenticity; and
|
•
|
Growing our diverse customers' businesses through our products and services.
|
TABLE OF CONTENTS
TABLE OF CONTENTS
•
|
Each of our Named Executive Officers;
|
•
|
Each of our directors and director nominees;
|
•
|
All of our current directors and executive officers as a group; and
|
•
|
Each stockholder known by us to be the beneficial owner of more than 5% of the outstanding shares of our common stock.
|
Name
|
Number of Shares
Beneficially Owned
|
Percentage of Shares
Beneficially Owned (%)
|
||||
Named Executive Officers and Directors:
|
||||||
René Lacerte (1)
|
3,640,718
|
3.5%
|
||||
Raj Aji (2)
|
21,351
|
*
|
||||
Loren Padelford (3)
|
-
|
-
|
||||
John Rettig (4)
|
288,914
|
*
|
||||
Aida Alvarez (5)
|
4,064
|
*
|
||||
Steven Cakebread (6)
|
16,892
|
*
|
||||
Steve Fisher (7)
|
4,513
|
*
|
||||
David Hornik (8)
|
38,718
|
*
|
||||
Brian Jacobs (9)
|
224,524
|
*
|
||||
Peter Kight (10)
|
64,531
|
*
|
||||
Allie Kline (11)
|
6,049
|
*
|
||||
Allison Mnookin (12)
|
56,892
|
*
|
||||
Tina Reich (13)
|
3,291
|
*
|
||||
Scott Wagner (14)
|
11,831
|
*
|
||||
Alison Wagonfeld (15)
|
1,557
|
*
|
||||
All current executive officers and directors as a group (14 persons)(16)
|
4,383,845
|
4.2%
|
||||
5% Stockholders:
|
||||||
Entities affiliated with Morgan Stanley (17)
|
11,359,343
|
10.6%
|
||||
T. Rowe Price Associates, Inc. (18)
|
11,040,979
|
10.4%
|
||||
Vanguard Group Inc. (19)
|
10,934,053
|
10.25%
|
||||
FMR LLC (20)
|
5,494,490
|
5.143%
|
||||
*
|
Represents beneficial ownership of less than one percent.
|
TABLE OF CONTENTS
(1)
|
Consists of (i) 7,127 shares of our common stock held by Mr. Lacerte; (ii) 1,708,749 shares of our common stock held by the Chung Lacerte Trust; (iii) 753,281 shares of our common stock held in trust by Mr. Lacerte and/or Mr. Lacerte's spouse as custodian; (iv) 205,000 shares of our common stock held by the Makahakama Foundation, a charitable foundation over which Mr. Lacerte exercises dispositive control; and (v) 966,561 shares of our common stock issuable to Mr. Lacerte upon the exercise of stock options and vesting of RSUs within 60 days of September 30, 2024.
|
(2)
|
Consists of (i) 7,812 shares of our common stock held by Mr. Aji and (ii) 13,539 shares of our common stock issuable to Mr. Aji upon the exercise of stock options and vesting and RSUs within 60 days of September 30, 2024.
|
(3)
|
Mr. Padelford departed from his role as Chief Commercial Officer effective March 15, 2024.
|
(4)
|
Consists of (i) 60,864 shares of our common stock held by Mr. Rettig; (ii) 80,474 shares of our common stock held by the Rettig Living Trust and (iii) 147,576 shares of our common stock issuable to Mr. Rettig upon the exercise of stock options and vesting of RSUs within 60 days of September 30, 2024.
|
(5)
|
Consists of 4,064 shares of our common stock held by Ms. Alvarez.
|
(6)
|
Consists of (i) 3,559 shares of our common stock held by Mr. Cakebread and (ii) 13,333 shares of our common stock issuable to Mr. Cakebread upon the exercise of stock options within 60 days of September 30, 2024.
|
(7)
|
Consists of 4,513 shares of our common stock held by Mr. Fisher.
|
(8)
|
Consists of 38,718 shares of our common stock held by Mr. Hornik.
|
(9)
|
Consists of (i) 29,559 shares of our common stock held by Mr. Jacobs and (ii) 194,965 shares of our common stock held by Brian D. Jacobs & Allison Lewis - Jacobs Living Trust.
|
(10)
|
Consists of (i) 31,198 shares of our common stock held by Mr. Kight and (ii) 33,333 shares of our common stock issuable to Mr. Kight upon the exercise of stock options within 60 days of September 30, 2024.
|
(11)
|
Consists of 6,049 shares of our common stock held by Ms. Kline.
|
(12)
|
Consists of (i) 3,559 shares of our common stock held by Ms. Mnookin and (ii) 53,333 shares of our common stock issuable to Ms. Mnookin upon the exercise of stock options within 60 days of September 30, 2024.
|
(13)
|
Consists of 3,291 shares of our common stock held by Ms. Reich.
|
(14)
|
Consists of 11,831 shares of our common stock held by Mr. Wagner.
|
(15)
|
Consists of (i) 519 shares of our Common Stock held by Ms. Wagonfeld and (ii) 1,038 shares of our common stock issuable to Ms. Wagonfeld upon the vesting of RSUs within 60 days of September 30, 2024.
|
(16)
|
Includes (i) 3,155,132 shares of our common stock held by directors and executive officers as of September 30, 2024 and (ii) 1,288,713 shares issuable upon the exercise of stock options and vesting of RSUs held by our directors and current executive officers within 60 days of September 30, 2024.
|
(17)
|
Based solely on information contained in Schedule 13G/A filed with the SEC on February 12, 2024 by Morgan Stanley. The Schedule 13G/A indicated that Morgan Stanley and Morgan Stanley Investment Management Inc., a wholly owned subsidiary of Morgan Stanley, had shared voting power over 10,206,430 shares of our common stock and shared dispositive power over 11,359,343 shares of our common stock. The address of Morgan Stanley is 1585 Broadway, New York, NY 10036.
|
(18)
|
Based solely on information contained in a Schedule 13G/A filed with the SEC on February 14, 2024 by T. Rowe Price Associates, Inc. The Schedule 13G/A indicated that T. Rowe Price Associates, Inc. had sole voting power over 2,546,489 shares of our common stock and sole dispositive power over 11,040,979 shares of our common stock. The address of T. Rowe Price Associates, Inc. is 100 E. Pratt Street, Baltimore, MD 21202.
|
(19)
|
Based solely on information contained in Schedule 13G/A filed with the SEC on September 10, 2024 by The Vanguard Group, Inc. The Schedule 13G/A indicated that The Vanguard Group, Inc. had sole voting power over zero shares of our common stock and sole dispositive power over 10,691,729 shares of our common stock. The address of The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, PA 19355.
|
(20)
|
Based solely on information contained in Schedule 13G filed with the SEC on February 9, 2024 by FMR LLC. The Schedule 13G indicates that FMR LLC had sole voting power over 5,486,541 shares of our common stock and sole dispositive power over 5,494,490 shares of our common stock. The address of FMR, LLC is 245 Summer Street, Boston, MA, 02210.
|
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
Name
|
Age
|
Position
|
||||
René Lacerte
|
57
|
Chief Executive Officer and Chair
|
||||
John Rettig
|
59
|
President and Chief Financial Officer
|
||||
Raj Aji
|
62
|
Chief Legal Officer, Chief Compliance Officer and Secretary
|
||||
Loren Padelford
|
47
|
Former Chief Commercial Officer
|
||||
TABLE OF CONTENTS
TABLE OF CONTENTS
Topic
|
What We Heard
|
Board Actions and Changes in Response
|
||||
Named Executive Officer One-Time Equity Awards
|
In 2023, certain stockholders expressed concerns regarding one-time awards made to Named Executive Officers, including certain awards made in connection with M&A activity.
|
•
No one-time awards approved in fiscal 2023 or fiscal 2024.The Compensation Committee did not make any one-time awards to any of our Named Executive Officers in fiscal 2023, fiscal 2024 or in fiscal 2025 to date. Going forward, the Compensation Committee expects special grants to Named Executive Officers to be only on a limited, exceptional basis. In the event the Compensation Committee identifies a need for one-time grants, such as in connection with M&A activity, it will carefully consider the objectives, design (including the use of performance characteristics), and size of such grants, and we will thoroughly disclose its process and rationale in the applicable proxy statement.
|
||||
Mix of Performance-
Based Equity
|
Certain stockholders expressed a preference for performance-based awards comprising a greater proportion of our Named Executive Officers' long-term incentive awards.
|
•
Introduced PSUs in fiscal 2023.In fiscal 2023, we introduced performance-based equity for the first time. In fiscal 2023, 30% of the target long-term equity incentive awards for each of our Named Executive Officers were in the form of performance-based restricted stock units (PSUs).
•
Proportion of PSUs increased in fiscal 2024.In fiscal 2024, 50% of our CEO's and CFO's long-term equity incentive awards were in the form of PSUs; 40% of our remaining Named Executive Officers' long-term equity incentive awards were in the form of PSUs. The Compensation Committee will review on an ongoing basis the mix of performance equity, including target weighting of PSUs, in the context of market data and our overall pay-for-performance philosophy.
|
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Topic
|
What We Heard
|
Board Actions and Changes in Response
|
||||
Measurement Periods of Performance-Based
Awards
|
Certain stockholders expressed a preference for longer-term performance-based awards, with three-year measurement periods or longer.
|
•
Introduced 3-Year TSR PSUs in fiscal 2024.In fiscal 2024, we introduced three-year PSU awards tied to BILL's relative total stockholder return (TSR) from July 1, 2023 to June 30, 2026.
In fiscal 2024, we maintained our one-year Financial PSUs tied to our Core Revenue, with a Non-GAAP Net Income guardrail. Our Compensation Committee considered this one-year period to be appropriate to incentivize our executives to focus on and achieve performance objectives directly connected to our growth plan based on a variety of factors, including our continued growth, our dynamic, highly competitive and fast-moving industry and the difficulty of predicting future performance in such an environment.
|
||||
Corporate Governance Profile
|
Certain stockholders expressed an expectation that certain of our corporate governance features, including our classified Board, supermajority voting requirements for bylaw and charter amendments, and simple plurality election standard be reviewed.
|
•
Ongoing Annual Review of Corporate Governance Profile. In fiscal 2024 and early fiscal 2025, our Nominating and Corporate Governance Committee conducted a full review of our governing documents towards determining a roadmap for sunsetting certain of our protective provisions over the coming years.
|
||||
Enhanced Disclosure
|
In 2023, certain stockholders sought enhanced disclosure around compensation and our directors, including their specific skills and areas of expertise.
|
•
Enhanced disclosure around compensation and director backgrounds.In our proxy statement for our 2023 Annual Meeting of Stockholders, we revamped our discussion of our compensation practices and the presentation of our directors and their backgrounds and added new disclosure with respect to their skills and experience. We further expanded our compensation discussion in our proxy statement for our 2024 Annual Meeting of Stockholders.
|
||||
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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 Afor a reconciliation to GAAP.
|
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Program
|
Metrics
|
FY24 Result
|
FY24 Payout
|
||||||||
FY24 Bonus Program
|
Core Revenue - weighted 50%
EBITDA less Float - weighted 50%
|
Core Revenue: 90% achievement
EBITDA less Float: 150% achievement
|
100.4%
|
||||||||
FY24 Financial PSU Program
|
Core Revenue - weighted 100%
Non-GAAP Net Income (to pay above target)
|
Core Revenue: 90% achievement (needed to achieve at least 93% to earn a payout)
|
0%
|
||||||||
FY24 TSR PSU Program
|
Relative Total Stockholder Return
|
N/A; 3-year measurement period
|
N/A
|
||||||||
•
|
Increased proportion of performance-based equity. For Mr. Lacerte and Mr. Rettig, our Chief Executive Officer (CEO) and President and Chief Financial Officer (President & CFO), respectively, 50% (increased from 30% in fiscal 2023) of the target long-term equity incentive value awarded for fiscal 2024 was in the form of performance-based restricted stock units (PSUs), and the balance was in the form of time-based restricted stock units (RSUs). For our remaining Named Executive Officers, 40% (increased from 30% in fiscal 2023) of the target long-term equity incentive value awarded for fiscal 2024 was in the form of PSUs, and the balance in RSUs. In response to stockholder feedback, this increase represents a significant emphasis on performance-based compensation for our executive team, and a commitment to continue to align pay and performance.
|
•
|
Incorporated total stockholder return metric. We introduced new PSUs tied to TSR, relative to the Russell 3000 index over a three-year performance period. We believe these PSUs will help further align the interests of our executives with those of our stockholders and focus our leadership on long-term performance. These new TSR PSUs supplement the financial PSUs that we introduced in fiscal 2023 and that we again granted during fiscal 2024 (in each case, taking the place of RSUs that were previously purely time-based).
|
•
|
Named Executive Officer Promotion.In fiscal 2024, our CFO, John Rettig, was promoted to President & CFO.
|
•
|
No annual base salary increases.To reflect changes in the competitive market and BILL's positioning versus its peers, the Compensation Committee did not increase the base salaries of our Named Executive Officers for fiscal 2024 (other than a small increase in connection with Mr. Rettig's promotion).
|
•
|
Reduced CEO target total compensation. As with the decision not to increase base salaries for NEOs, Mr. Lacerte and the Compensation Committee decided together that it was appropriate for fiscal 2024, in light of prevailing market practice and BILL's performance relative to its peers, to reduce the target value of his long-term equity incentive grant by 7% to maintain alignment between pay and relative performance and a competitive positioning approximating the median of companies in our compensation peer group.
|
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•
|
No one-time awards. In fiscal 2024, we did not provide any one-time equity grants to our Named Executive Officers.
|
FY24 Equity Award
|
% of Total FY24 Equity Award
|
Performance Period
|
Metrics
|
Payout Scale
|
||||||||||
PSU - Financial
|
30% (Mr. Lacerte and Mr. Rettig)
25% (Mr. Padelford and Mr. Aji)
|
1 year performance period, 1∕3rd of achieved PSUs vesting at certification and the balance vesting in equal quarterly installments over the two year period thereafter.
|
Core Revenue, subject to Non-GAAP Net Income Threshold
|
Threshold: 93% of target = 50% Payout
Target: 100% of target = 100% Payout
Maximum: 107% of target = 200% Payout
Payout capped at 100% of target if Non-GAAP Net Income threshold not met
|
||||||||||
PSU - Relative TSR
|
20% (Mr. Lacerte and Mr. Rettig)
15% (Mr. Padelford and Mr. Aji)
|
3 years (100% cliff vesting at end of performance period)
|
Total stockholder return percentile rank against companies in the Russell 3000 index
|
Threshold: 25th Percentile =
50% Payout
Target: 50th Percentile = 100% Payout
Maximum: 85th Percentile = 200% Payout
|
||||||||||
RSU
|
50% (Mr. Lacerte and Mr. Rettig)
60% (Mr. Padelford and Mr. Aji)
|
Quarterly vesting, over a 4-year period
|
Continued service
|
N/A
|
||||||||||
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(1)
|
Fiscal 2024 total target compensation consists of annual base salary, target annual bonus, and grant date value of fiscal 2024 RSUs and Fiscal 2024 Financial PSUs and Fiscal 2024 TSR PSUs, as reflected in the "Summary Compensation Table." For Mr. Rettig, the value reflects his total target compensation as President & CFO (inclusive of his increased salary and related increased target bonus in connection with his appointment).
|
(2)
|
Fiscal 2024 realized total compensation is comprised of (i) annual base salary, (ii) actual fiscal 2024 annual bonus earned, (iii) RSUs that vested in fiscal 2024, valued at our $52.62 share price as of June 28, 2024, the final trading day of our fiscal year, and (iv) the earned fiscal 2023 PSUs that vested in fiscal 2024, valued at our $52.62 share price as of June 28, 2024, the final trading day of our fiscal year. Fiscal 2024 realized total compensation excludes (i) RSUs that remained unvested during fiscal 2024, (ii) Fiscal 2024 Financial PSUs which were not achieved and (iii) Fiscal 2024 TSR PSUs, which will not be eligible to be measured and vest until fiscal 2026.
|
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•
|
Attracting, retaining and motivating top talent who deliver high impact performance results;
|
•
|
Aligning the interests of our executives with those of our stockholders; and
|
•
|
Providing a strong incentive for executives to work toward the achievement of our goals, including sustained stockholder value creation.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
Annual Say on Pay Vote.We conduct an annual, non-binding stockholder advisory vote on the compensation of our Named Executive Officers, and the Compensation Committee considers the outcome of this vote when making future compensation decisions for our executive officers.
|
•
|
Stockholder Outreach.We engage in stockholder outreach throughout the year to discuss our business, including discussions with stockholders about the structure of our executive compensation program. The Compensation Committee considers the feedback we receive from stockholders about our executive compensation program when making future compensation decisions for our executive officers. For further information, including with respect to stockholder outreach in response to our 2023 Say on Pay Vote, see the section entitled "-Stockholder Engagement."
|
•
|
Stock Ownership Guidelines.We maintain robust stock ownership guidelines for our Chief Executive Officer, our other executive officers and the non-employee members of our Board.
|
•
|
Clawback Policy.Our executive officers are subject to a compensation recovery "clawback" policy that provides for the recovery of incentive-based compensation in the event we restate our financial statements.
|
•
|
Annual compensation-related risk assessment. Together with the Compensation Committee, we perform an annual review of our compensation programs companywide to ensure that they do not encourage a level of risk taking that would result in a material adverse impact on the Company.
|
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•
|
No Guaranteed Annual Bonuses.We do not provide guaranteed annual bonuses to our executive officers.
|
•
|
Limited Perquisites.Our executive officers were entitled to generally available benefits on the same basis as all other U.S. salaried employees in fiscal 2024, except that they are eligible to participate in an executive health insurance program, as encouragement to monitor and maintain good health.
|
•
|
No Excise Tax Gross-Ups.We do not provide any excise tax reimbursement payments (including "gross-ups") with respect to payments or benefits contingent upon a change in control of our Company.
|
•
|
No Single Trigger Acceleration.We do not provide "single trigger" equity acceleration upon a change in control of the Company.
|
•
|
No Hedging or Pledging.We prohibit our Named Executive Officers, the members of our Board and other employees from hedging or similar transactions designed to decrease risks associated with holding our equity securities. Similarly, no such person may pledge our securities without prior approval of our Chief Compliance Officer.
|
TABLE OF CONTENTS
Compensation Element
|
Overview
|
Purpose
|
||||||
Base Salary
|
Base salaries provide a fixed level of compensation tied to competitive market practice among peers and comparable software companies.
|
Designed to attract and retain highly talented executives by providing a stable level of fixed compensation in an amount that is competitive in the market.
|
||||||
Annual Cash Incentive
|
Annual cash incentives for executives require achievement of annual goals tied to Core Revenue (a key measure of the growth of our business) and EBITDA Less Float (to encourage efficient performance and execution across the Company), weighted equally.
|
Designed to motivate our executives to achieve short-term financial objectives while making progress towards longer-term value creation.
|
||||||
Long-Term Equity
Incentive: RSUs
|
For fiscal 2024, 50-60% of the target long-term incentive value awarded as part of the annual compensation cycle was in the form of RSUs.
Annual RSU grants generally vest quarterly over four years.
|
Designed to align the interests of our executives and stockholders by motivating executives to create sustainable long-term stockholder value, and serves as an important retention vehicle.
|
||||||
Long-Term Equity
Incentive: PSUs
|
For fiscal 2024, 40-50% of target long-term incentive value awarded was in the form of PSUs.
For fiscal 2024, (i) a portion of PSUs was again based on a Core Revenue target metric measured over one year plus an overall three-year time based vesting schedule (from the grant date), with such portion capped at target-level achievement unless a Non-GAAP Net Income threshold value was achieved, and (ii) a portion was based on a relative TSR metric measured over a three-year period, and vesting upon the completion of such period.
|
Designed to align the interests of our executives and stockholders by motivating executives to drive achievement of certain financial goals, incentivize market out-performance, create sustainable long-term stockholder value and promote long-term retention.
|
||||||
Benefits
|
We offer competitive health and welfare benefits, as well as participation in an employee stock purchase plan and other employee benefit plans. The Named Executive Officers (excluding Mr. Padelford) also participate in an executive health insurance program, as encouragement to monitor and maintain good health.
|
Designed to align with competitive norms for comparable companies.
|
||||||
TABLE OF CONTENTS
•
|
market data, including practices among companies in our compensation peer group;
|
•
|
each executive officer's scope of responsibilities;
|
•
|
each executive officer's tenure, skills, experience, and performance;
|
•
|
internal pay equity across the executive management team;
|
•
|
our overall performance, taking into consideration performance versus internal plans and industry peers;
|
•
|
the recommendations of our Chief Executive Officer (except with respect to his own compensation); and
|
•
|
general market conditions.
|
TABLE OF CONTENTS
•
|
assisted in the review and updating of our compensation peer group;
|
•
|
analyzed the executive compensation levels and practices of the companies in our compensation peer group;
|
•
|
provided advice with respect to compensation best practices and market trends for Named Executive Officers and directors;
|
•
|
assisted with the design of the short-term and long-term incentive compensation plans for our Named Executive Officers and other executives;
|
•
|
reviewed the Compensation Discussion and Analysis and other Proxy Statement disclosures with respect to fiscal 2023; and
|
•
|
provided ad hoc advice and support throughout the year.
|
•
|
provided advice with respect to compensation best practices and market trends for Named Executive Officers and directors;
|
•
|
assisted with the design of the short-term and long-term incentive compensation plans for our Named Executive Officers and other executives;
|
•
|
considered the results of stockholder advisory votes on executive compensation (say-on-pay) matters;
|
•
|
reviewed this Compensation Discussion and Analysis and other Proxy Statement disclosures; and
|
•
|
provided ad hoc advice and support.
|
TABLE OF CONTENTS
•
|
revenue generally between $400 million and $1.5 billion and a preference for strong revenue growth;
|
•
|
a market capitalization between $5 billion and $25 billion; and
|
•
|
headquarters in the United States, with consideration given to San Francisco Bay Area companies in the overall peer group.
|
•
|
Cloudflare
|
•
|
Okta
|
|||||||||
•
|
Confluent
|
•
|
Paycom Software
|
|||||||||
•
|
Crowdstrike
|
•
|
Paylocity Holdings
|
|||||||||
•
|
Datadog
|
•
|
Procore Technologies
|
|||||||||
•
|
Dynatrace
|
•
|
Qualtrics International
|
|||||||||
•
|
Elastic
|
•
|
Samsara
|
|||||||||
•
|
Gitlab
|
•
|
Unity Software
|
|||||||||
•
|
HashiCorp
|
•
|
ZoomInfo Technologies
|
|||||||||
•
|
HubSpot
|
•
|
Zscaler
|
|||||||||
•
|
MongoDB
|
|||||||||||
Name
|
Base Salary
Rate as of
July 1, 2022
|
Base Salary
Rate as of
Aug. 26, 2023
|
% Change
|
||||||
René Lacerte
|
$550,000
|
$550,000
|
n/a
|
||||||
John Rettig
|
$475,000
|
$475,000(1)
|
n/a
|
||||||
Raj Aji
|
$400,000
|
$400,000
|
n/a
|
||||||
Loren Padelford(2)
|
$421,325
|
$421,325
|
n/a
|
||||||
(1)
|
Mr. Rettig did not receive a base salary increase from fiscal 2023 to fiscal 2024. He was subsequently promoted to President & Chief Financial Officer on November 2, 2023, and his base salary increased to $500,000 at that time.
|
(2)
|
Mr. Padelford's employment ceased on March 15, 2024. His salary rate was Canadian Dollars (CAD) 577,000 and remained unchanged as of August 26, 2023. The values in the table above were converted from CAD to U.S. Dollars (USD) per the June 29, 2024 exchange rate of 1 CAD = 0.7302 USD.
|
TABLE OF CONTENTS
Name
|
FY23 Target Bonus
(% of Base)
|
FY24 Target Bonus
(% of Base)
|
||||
René Lacerte
|
100%
|
100%
|
||||
John Rettig(1)
|
80%
|
93%
|
||||
Raj Aji
|
60%
|
60%
|
||||
Loren Padelford(2)
|
100%
|
100%
|
||||
(1)
|
Mr. Rettig's annual bonus target remained unchanged as of the start of fiscal 2024. He was subsequently promoted to President & Chief Financial Officer on November 2, 2023, and his annual bonus target increased from 80% to 100% at that time. The figure in the table above for fiscal 2024 is a prorated target.
|
(2)
|
Mr. Padelford's employment ceased on March 15, 2024, making him ineligible to participate in the Fiscal 2024 Bonus Program.
|
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Threshold
|
Target
|
Maximum
|
|||||||
Fiscal 2024 Core Revenue (in millions)
|
$1,120.7
|
$1,245.2
|
$1,307.5
|
||||||
Percent of Target Performance
|
90%
|
100%
|
105%
|
||||||
Payout Percent of Target
|
50%
|
100%
|
150%
|
||||||
Threshold
|
Target
|
Maximum
|
|||||||
Fiscal 2024 EBITDA Less Float (in millions)
|
$16.3
|
$20.4
|
$30.6
|
||||||
Percent of Target Performance
|
80%
|
100%
|
150%
|
||||||
Payout Percent of Target
|
50%
|
100%
|
150%
|
||||||
Goal
Weighting
|
Target
Achievement
|
Actual
Achievement
|
% of Target
Achievement
|
%
Payout
|
|||||||||||
Core Revenue
|
50%
|
$1,245.2 million
|
$1,122.7 million
|
90.2%
|
51%
|
||||||||||
EBITDA Less Float
|
50%
|
$20.4 million
|
$31.0 million
|
152.0%
|
150%
|
||||||||||
Overall Payout
|
100.4%
|
||||||||||||||
Target
Bonus
|
Earned
Bonus
|
Bonus % of
Target
|
|||||||
René Lacerte
|
$550,000
|
$552,200
|
100.4%
|
||||||
John Rettig(1)
|
$458,111
|
$551,933
|
120.5%
|
||||||
Raj Aji
|
$240,000
|
$240,960
|
100.4%
|
||||||
Loren Padelford(2)
|
$421,325
|
N/A
|
N/A
|
||||||
(1)
|
Mr. Rettig's target and earned bonus reflect the November 2, 2023 increase to his base salary and annual bonus target in connection with his promotion.
|
(2)
|
Mr. Padelford did not earn an annual bonus payment for fiscal 2024 due to his resignation in March 2024.The value in the table above was converted from CAD to U.S. Dollars (USD) per the June 29, 2024 exchange rate of 1 CAD = 0.73 USD.
|
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Number of:
|
Target Value of:(1)
|
Total
|
|||||||||||||||||||
Name
|
Financial
PSUs (at
Target)
|
Relative
TSR PSUs (at
Target)
|
RSUs
|
Financial
PSUs (at
Target)
|
Relative
TSR PSUs (at
Target)
|
RSUs
|
|||||||||||||||
René Lacerte
|
35,114
|
23,409
|
58,524
|
$4,200,000
|
$2,800,000
|
$7,000,000
|
$14,000,000
|
||||||||||||||
John Rettig
|
25,081
|
16,721
|
41,803
|
$3,000,000
|
$2,000,000
|
$5,000,000
|
$10,000,000
|
||||||||||||||
Raj Aji
|
4,911
|
2,947
|
11,788
|
$587,500
|
$352,500
|
$1,410,000
|
$2,350,000
|
||||||||||||||
Loren Padelford(2)
|
7,524
|
4,514
|
18,059
|
$900,000
|
$540,000
|
$2,160,000
|
$3,600,000
|
||||||||||||||
(1)
|
These amounts reflect the Compensation Committee's methodology for determining the equity awards during its compensation review process and do not reflect the actual economic value that may ultimately be realized by the Named Executive Officers. These amounts do not reflect, and are different from, the grant date fair value of the PSUs and RSUs computed in accordance with FASB ASC Topic 718. The grant date fair value of the PSUs and RSUs computed in accordance with FASB ASC Topic 718 is set forth in the "-Fiscal 2024 Summary Compensation Table" below.
|
(2)
|
Mr. Padelford resigned effective March 2024 and, consequently, his then-unvested long-term incentive awards were forfeited.
|
TABLE OF CONTENTS
Threshold
|
Target
|
Maximum
|
|||||||
Fiscal 2024 Core Revenue (in millions)
|
$1,158.0
|
$1,245.2
|
$1,332.4
|
||||||
Percent of Target Performance
|
93%
|
100%
|
107%
|
||||||
Payout Percent of Target
|
50%
|
100%
|
200%
|
||||||
Name
|
Fiscal 2024 PSUs Achieved
|
||
René Lacerte
|
0
|
||
John Rettig
|
0
|
||
Raj Aji
|
0
|
||
Loren Padelford
|
N/A
|
||
3
|
Please refer to "Appendix A: Reconciliation of Non-GAAP Financial Measures" for reconciliation.
|
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Performance Metric Achievement - Relative TSR
|
Performance Multiplier (as a Percentage
of Target TSR PSUs)
|
|||||
Below Threshold
|
<25th percentile
|
0%
|
||||
Threshold Level
|
25th percentile
|
50%
|
||||
Target Level
|
50th percentile
|
100%
|
||||
Maximum Level
|
85th percentile
|
200%
|
||||
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TABLE OF CONTENTS
•
|
any breach of the director's duty of loyalty to us or our stockholders;
|
•
|
any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
|
•
|
unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL; or
|
•
|
any transaction from which the director derived an improper personal benefit.
|
TABLE OF CONTENTS
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TABLE OF CONTENTS
Name and
Principal Position
|
Fiscal
Year
|
Salary(1)
|
Bonus
|
Stock
Awards(2)
|
Option
Awards(2)
|
Non-Equity
Incentive Plan
Compensation(3)
|
All Other
Compensation(4)
|
Total
|
||||||||||||||||
René Lacerte
Chief Executive
Officer
|
2024
|
$613,462
|
$-
|
$13,180,642
|
$-
|
$552,200
|
$31,667
|
$14,377,970
|
||||||||||||||||
2023
|
$550,000
|
$-
|
$16,545,814
|
$-
|
$625,350
|
$-
|
$17,721,164
|
|||||||||||||||||
2022
|
$500,000
|
$-
|
$8,931,316
|
$3,700,211
|
$797,500
|
$-
|
$13,929,027
|
|||||||||||||||||
John Rettig(5)
President and Chief
Financial Officer
|
2024
|
$547,524
|
$-
|
$9,414,759
|
$-
|
$551,933
|
$41,805(6)
|
$10,556,208
|
||||||||||||||||
2023
|
$475,000
|
$-
|
$12,974,008
|
$-
|
$518,472
|
$-
|
$13,967,481
|
|||||||||||||||||
2022
|
$409,740
|
$-
|
$21,352,008(7)
|
$1,435,421
|
$570,270
|
$-
|
$23,767,439
|
|||||||||||||||||
Loren Padelford
Former Chief
Commercial
Officer
|
2024(8)
|
$301,950
|
$-
|
$3,309,663
|
$-
|
$-
|
$22,167
|
$3,633,779
|
||||||||||||||||
2023
|
$351,479
|
$145,224(9)
|
$8,687,061
|
$-
|
$397,991
|
$31,134
|
$9,612,889
|
|||||||||||||||||
Raj Aji
Chief Legal Officer,
Chief Compliance
Officer and
Secretary
|
2024
|
$446,154
|
$-
|
$2,160,427
|
$-
|
$240,960
|
$31,667
|
$2,879,208
|
||||||||||||||||
2023
|
$400,000
|
$-
|
$5,405,892
|
$-
|
$272,880
|
$-
|
$6,078,773
|
|||||||||||||||||
2022
|
$350,000
|
$-
|
$1,732,776
|
$717,649
|
$266,438
|
$-
|
$3,066,863
|
|||||||||||||||||
(1)
|
During fiscal 2024, we transitioned to a non-accrual vacation policy for our exempt employees, including our executive officers. Amounts listed include the resulting payments for accrued paid time off: $63,462 for Mr. Lacerte, $56,178 for Mr. Rettig and $46,154 for Mr. Aji.
|
(2)
|
Amounts represent the aggregate grant date fair value of the awards granted to each Named Executive Officer, as applicable, in accordance with FASB Accounting Standards Codification Topic 718. The assumptions used in calculating the grant date fair value are set forth in Note 11 of the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended June 30, 2024. Such grant date fair value does not take into account any forfeitures related to service-based vesting conditions that may occur. Note that the amounts reported in this column reflect the accounting cost for these RSUs and PSUs and do not correspond to the actual economic value that may be received by our named executive officers from the RSUs and PSUs. The fiscal 2024 TSR PSUs are considered to have a "market condition" for accounting purposes and are therefore valued using a lattice model simulation analysis, specifically a Monte Carlo simulation. The grant date fair value of the fiscal 2024 Financial PSU awards is based on our achievement of such Financial PSU awards' performance conditions at 100% of target. If both the Financial and TSR PSUs were instead valued based on the maximum outcome of the applicable performance condition (i.e., based on maximum level performance), the total amount for the PSU awards reported in this column for fiscal 2024 would increase as follows: Mr. Lacerte from $7,208,853 to $14,417,705, Mr. Rettig from $5,149,181 to $10,298,362, Mr. Padelford from $1,466,922 to $2,933,845, and Mr. Aji from $957,579 to $1,915,159.
|
(3)
|
The amounts reported represent payments made under our Fiscal 2024 Bonus Program in respect of service in fiscal 2024, as described above in "Compensation Discussion & Analysis - Annual Cash Bonus Compensation".
|
(4)
|
Fiscal 2024 amounts include the costs of our executive health insurance program.
|
(5)
|
Mr. Rettig was promoted to President & Chief Financial Officer on November 2, 2023. His base salary increased from $475,000 to $500,000 and his target bonus increased from 80% to 100% at that time.
|
(6)
|
Amounts include a cash award paid pursuant to a company-wide, all employee, policy honoring service anniversaries for long-tenured employees with a cash bonus determined by tenure and a corresponding tax gross up, consisting of a $5,000 cash bonus and a $5,138 tax payment.
|
(7)
|
Amount includes PSU and RSU awards for Mr. Rettig. The PSUs granted in fiscal 2022 are considered to have a "market condition" for accounting purposes and are therefore valued using a lattice model simulation analysis, specifically a Monte Carlo simulation, as disclosed in Note 11 to our consolidated financial statements contained in our Annual Report on Form 10-K for the year ended June 30, 2022.
|
(8)
|
Mr. Padelford's salary is prorated to reflect his resignation on March 15, 2024. The value is converted from CAD to USD based on exchange rate of 1 CAD = 0.730 USD as of June 30, 2024. Mr. Padelford did not receive payment under our Fiscal 2024 Bonus Program because he terminated employment.
|
(9)
|
Amount represents sign-on bonus.
|
TABLE OF CONTENTS
Name
|
Type of
Award
|
Grant
Date
|
Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards(1)
|
Estimated Future
Payouts Under Equity
Incentive Plan Awards(2)
|
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units (#)(2)
|
All Other
Stock
Awards:
Number of
Shares of
Stock Options(2)
|
Exercise
Price
|
Grant Date
Fair Value
of Stock
and Option
Awards(3)
|
||||||||||||||||||||||||||||
Threshold
|
Target
|
Maximum
|
Threshold
|
Target
|
Maximum
|
|||||||||||||||||||||||||||||||
René Lacerte
|
Cash
|
-
|
$275,000
|
$550,000
|
$990,000
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||
RSU
|
8/15/2023
|
-
|
-
|
-
|
-
|
-
|
58,524
|
-
|
-
|
$5,971,789
|
||||||||||||||||||||||||||
PSU Financial
|
8/15/2023
|
-
|
-
|
-
|
17,557
|
35,114
|
70,228
|
-
|
-
|
-
|
$3,583,033
|
|||||||||||||||||||||||||
PSU TSR
|
8/15/2023
|
-
|
-
|
-
|
11,705
|
23,409
|
46,818
|
-
|
-
|
-
|
$3,625,820
|
|||||||||||||||||||||||||
John Rettig
|
Cash
|
-
|
$229,056
|
$458,111
|
$824,600
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||||
RSU
|
8/15/2023
|
-
|
-
|
-
|
-
|
-
|
41,803
|
-
|
-
|
$4,265,578
|
||||||||||||||||||||||||||
PSU Financial
|
8/15/2023
|
-
|
-
|
-
|
12,541
|
25,081
|
50,162
|
-
|
$2,559,265
|
|||||||||||||||||||||||||||
PSU TSR
|
8/15/2023
|
-
|
-
|
-
|
8,361
|
16,721
|
33,442
|
$2,589,916
|
||||||||||||||||||||||||||||
Loren Padelford
|
Cash
|
-
|
$210,663
|
$421,325
|
$758,386(4)
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||||
RSU
|
8/15/2023
|
-
|
-
|
-
|
18,059
|
-
|
-
|
$1,842,740
|
||||||||||||||||||||||||||||
PSU Financial
|
8/15/2023
|
-
|
-
|
-
|
3,762
|
7,524
|
15,048
|
-
|
-
|
-
|
$767,749
|
|||||||||||||||||||||||||
PSU TSR
|
8/15/2023
|
-
|
-
|
-
|
2,257
|
4,514
|
9,028
|
-
|
-
|
-
|
$699,173
|
|||||||||||||||||||||||||
Raj Aji
|
Cash
|
-
|
$120,000
|
$240,000
|
$432,000
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||||
RSU
|
8/15/2023
|
-
|
-
|
-
|
-
|
-
|
11,788
|
-
|
-
|
$1,202,848
|
||||||||||||||||||||||||||
PSU Financial
|
8/15/2023
|
-
|
-
|
-
|
2,456
|
4,911
|
9,822
|
-
|
-
|
-
|
$501,118
|
|||||||||||||||||||||||||
PSU TSR
|
8/15/2023
|
-
|
-
|
-
|
1,474
|
2,947
|
5,894
|
-
|
-
|
-
|
$456,461
|
|||||||||||||||||||||||||
(1)
|
The amounts reported reflect the threshold, target and maximum performance-based cash incentive compensation amounts that could have been paid for fiscal 2024 under the Fiscal 2024 Bonus Program. The types and weighting of the performance measures under the Fiscal 2024 Bonus Program are described in the "Compensation Discussion & Analysis" section of this Proxy Statement.
|
(2)
|
The vesting schedule of each stock award granted is set forth in the "Outstanding Equity Awards at 2024 Year End Table" below.
|
(3)
|
Amounts represent the aggregate grant date fair value of the stock awards in form of RSUs and PSUs, awarded to the Named Executive Officer during fiscal 2024, as applicable, in accordance with FASB Accounting Standards Codification Topic 718. The assumptions used in calculating the grant date fair value are set forth in Note 11 of the notes to our consolidated financial statements included in our annual report on Form 10-K for the year ended June 30, 2024. Such grant date fair value does not take into account any forfeitures related to service-based vesting conditions that may occur. Note that the amounts reported in this column reflect the accounting cost for these RSUs and PSUs and do not correspond to the actual economic value that may be received by our Named Executive Officers from the RSUs and PSUs. In particular, amounts in this column include the grant date fair value of the fiscal 2024 PSUs, as computed in accordance with ASC 718, assuming the probable outcome of related performance conditions, which we have expected to be achieved at 100% of target for the Fiscal 2024 Financial PSUs. The Fiscal 2024 TSR PSUs are considered to have a "market condition" for accounting purposes and are therefore valued using a lattice model simulation analysis, specifically a Monte Carlo simulation.
|
(4)
|
Mr. Padelford departed from his role as Chief Commercial Officer effective March 15, 2024.
|
TABLE OF CONTENTS
Option Awards
|
Stock Awards
|
||||||||||||||||||||||||||
Number of Securities
Underlying Unexercised Options
|
Number of
Shares or
units of
Stock That
have not
Vested
|
Market
Value
of Shares or
Units of
Stock that
have not
Vested(1)
|
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units or
Other Rights
That Have
Not Vested(#)
|
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units or
Other Rights
That Have
Not Vested($)(1)
|
|||||||||||||||||||||||
Name
|
Grant
Date
|
Exercisable
|
Unexercisable
|
Exercise
Price
|
Expiration
Date
|
||||||||||||||||||||||
René Lacerte
|
8/2/2018(2)
|
176,456
|
0
|
$5.26
|
8/1/2028
|
-
|
-
|
-
|
-
|
||||||||||||||||||
2/13/2019(3)
|
650,000
|
0
|
$8.76
|
2/12/2029
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
5/28/2020(4)
|
95,000
|
0
|
$69.37
|
5/28/2030
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
7/21/2021(5)
|
19,147
|
8,704
|
$200.42
|
7/21/2031
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
7/21/2021(6)
|
-
|
-
|
-
|
-
|
13,926
|
$732,786
|
-
|
-
|
|||||||||||||||||||
7/30/2022(6)
|
-
|
-
|
-
|
-
|
48,230
|
$2,537,863
|
-
|
-
|
|||||||||||||||||||
7/30/2022(9)
|
-
|
-
|
-
|
-
|
11,836
|
$622,810
|
-
|
-
|
|||||||||||||||||||
8/15/2023(11)
|
-
|
-
|
-
|
-
|
47,551
|
$2,502,134
|
-
|
-
|
|||||||||||||||||||
8/15/2023(12)
|
-
|
-
|
-
|
-
|
0
|
$0
|
-
|
-
|
|||||||||||||||||||
8/15/2023(13)
|
-
|
-
|
-
|
-
|
-
|
-
|
23,409
|
$1,231,782
|
|||||||||||||||||||
John Rettig
|
8/2/2018(2)
|
7
|
0
|
$5.26
|
8/1/2028
|
-
|
-
|
-
|
-
|
||||||||||||||||||
2/13/2019(3)
|
96,300
|
0
|
$8.76
|
2/12/2029
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
5/28/2020(4)
|
23,000
|
0
|
$69.37
|
5/28/2030
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
7/20/2021(5)
|
7,659
|
3,482
|
$194.41
|
7/21/2031
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
7/20/2021(6)
|
-
|
-
|
-
|
-
|
5,571
|
$293,146
|
-
|
-
|
|||||||||||||||||||
12/13/2021 (7)
|
-
|
-
|
-
|
-
|
13,125
|
$690,638
|
-
|
-
|
|||||||||||||||||||
12/13/2021 (8)
|
-
|
-
|
-
|
-
|
-
|
-
|
50,000
|
$2,631,000
|
|||||||||||||||||||
7/28/2022 (9)
|
-
|
-
|
-
|
-
|
38,584
|
$2,030,290
|
-
|
-
|
|||||||||||||||||||
7/28/2022(10)
|
-
|
-
|
-
|
-
|
9,470
|
$498,311
|
-
|
-
|
|||||||||||||||||||
8/15/2023(11)
|
-
|
-
|
-
|
-
|
33,965
|
$1,787,238
|
-
|
-
|
|||||||||||||||||||
8/15/2023(12)
|
-
|
-
|
-
|
-
|
0
|
$0
|
-
|
-
|
|||||||||||||||||||
8/15/2023(13)
|
-
|
-
|
-
|
-
|
-
|
-
|
16,721
|
$879,859
|
|||||||||||||||||||
Raj Aji
|
5/28/2020(4)
|
5,842
|
0
|
$69.37
|
5/28/2030
|
-
|
-
|
-
|
-
|
||||||||||||||||||
7/20/2021 (5)
|
3,133
|
1,741
|
$194.41
|
7/20/2031
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
7/20/2021 (6)
|
-
|
-
|
-
|
-
|
2,786
|
$146,599
|
-
|
-
|
|||||||||||||||||||
7/28/2022 (9)
|
-
|
-
|
-
|
-
|
16,077
|
$845,972
|
-
|
-
|
|||||||||||||||||||
7/28/2022 (10)
|
-
|
-
|
-
|
-
|
3,946
|
$207,639
|
-
|
-
|
|||||||||||||||||||
8/15/2023 (11)
|
-
|
-
|
-
|
-
|
9,578
|
$503,994
|
-
|
-
|
|||||||||||||||||||
8/15/2023 (12)
|
-
|
-
|
-
|
-
|
0
|
$0
|
-
|
-
|
|||||||||||||||||||
8/15/2023 (13)
|
-
|
-
|
-
|
-
|
-
|
-
|
2,947
|
$155,071
|
|||||||||||||||||||
(1)
|
The dollar amounts shown are determined by multiplying the number of unvested shares or units by $52.62, the closing price of our common stock on the last trading day of fiscal 2024.
|
(2)
|
The stock option vests at a rate of 1/48th of the shares of our common stock underlying the stock option each month following the August 2, 2018 vesting commencement date.
|
(3)
|
The stock option vests at a rate of 1/2 of the shares of our common stock underlying the stock option on the two-year anniversary of the December 10, 2018 vesting commencement date and an additional 1/48th of the shares of our common stock underlying the stock option monthly thereafter.
|
(4)
|
The stock option vests at a rate of 1/16th of the shares of our common stock underlying the stock option each quarter following the May 28, 2020 vesting commencement date.
|
(5)
|
The stock option vests at a rate of 1/16th of the shares of our common stock underlying the stock option each quarter following the August 28, 2021 vesting commencement date.
|
(6)
|
The stock award vests at a rate of 1/16th of the shares of our common stock underlying the award each quarter following the August 28, 2021 vesting commencement date.
|
(7)
|
The stock award vests at a rate of 1/16th of the shares of our common stock underlying the award quarterly over four years, beginning February 28, 2022.
|
TABLE OF CONTENTS
(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.
|
(9)
|
The stock award vests at a rate of 1/16th of the shares of our common stock underlying the award each quarter following the August 28, 2022 vesting commencement date.
|
(10)
|
The shares shown reflect the final achievement of the fiscal 2023 PSUs, as described in Compensation Discussion & Analysis. The achieved shares vest at a rate of 1/3rd of the shares of our common stock underlying the award following the certification of fiscal 2023 results on August 28, 2023, and then 1/8th quarterly over the next 2 years.
|
(11)
|
The stock award vests at a rate of 1/16th of the shares of our common stock underlying the award each quarter following the August 28, 2023 vesting commencement date.
|
(12)
|
The shares shown reflect the final achievement of the fiscal 2024 PSUs, as described in Compensation Discussion & Analysis. No shares will achieve and vest.
|
(13)
|
The shares shown reflect the target achievement of the fiscal 2024 TSR PSUs, as described in Compensation Discussion & Analysis. The fiscal 2024 TSR PSUs are subject to the level of achievement of relative TSR metrics over a three-year period, ending June 30, 2026. To the extent achieved, the achieved shares will vest in full at such time.
|
Option Awards
|
Stock Awards
|
|||||||||||
Name
|
Number of Shares
Acquired on Exercise
|
Value Realized
on Exercise(1)
|
Number of Shares
Acquired on Vesting
|
Value Realized
on Vesting(2)
|
||||||||
René Lacerte
|
-
|
-
|
100,118
|
$7,338,094
|
||||||||
John Rettig
|
-
|
-
|
66,446
|
$4,897,632
|
||||||||
Loren Padelford
|
-
|
-
|
24,006
|
$1,773,456
|
||||||||
Raj Aji
|
7,812
|
$410,286
|
20,855
|
$1,560,517
|
||||||||
(1)
|
The aggregate value realized upon the exercise of a stock option represents the difference between the aggregate market price of the shares of our common stock on the date of exercise and the aggregate exercise price of the stock option. Amounts shown are presented on an aggregate basis for all exercises that occurred during fiscal 2024.
|
(2)
|
The aggregate value realized upon the vesting and settlement of an RSU is based on the closing price on NYSE of our common stock on the day of vesting, except where day of vesting falls on weekend, it is the closing price on NYSE on the closest prior trading day. Amounts shown are presented on an aggregate basis for all vesting and settlement that occurred during fiscal 2024.
|
TABLE OF CONTENTS
Qualifying Termination - No Change in Control
|
Qualifying Termination - Change in Control
|
||||||||||||||||||||||||||
Name
|
Cash
Severance(1)
|
Non-Equity
Incentive Plan
Compensation($)
|
Continuation
Of Medical
Benefits
|
Total
|
Cash
Severance(1)
|
Non-Equity
Incentive Plan
Compensation ($)(4)
|
Continuation
of Medical
Benefits
|
Value of
Accelerated
Vesting(2)
|
Total
|
||||||||||||||||||
René Lacerte
|
$825,000(3)
|
$550,000
|
$93,278
|
$1,468,278
|
$1,650,000(3)
|
$550,000
|
$93,278
|
$6,395,593
|
$8,688,870
|
||||||||||||||||||
John Rettig
|
$500,000(5)
|
$500,000
|
$69,302
|
$1,069,302
|
$1,000,000(6)
|
$500,000
|
$69,302
|
$5,299,623(7)
|
$6,868,925
|
||||||||||||||||||
Loren Padelford(8)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||
Raj Aji
|
$200,000(6)
|
$240,000
|
$31,093
|
$471,093
|
$640,000(6)
|
$240,000
|
$62,185
|
$1,704,204
|
$2,646,389
|
||||||||||||||||||
(1)
|
The cash severance amount was determined based on the base salaries (and if applicable, target bonus award opportunities) in effect as of June 30, 2024.
|
TABLE OF CONTENTS
(2)
|
The value of accelerated vesting is calculated based on the per share closing price on NYSE as of June 28, 2024, the last trading day of fiscal 2024, which was $52.62, less, if applicable, the aggregate exercise price of each outstanding exercisable stock option.
|
(3)
|
Amount represents 18 months of base salary (under no change of control) and 18 months of base salary plus target annual bonus opportunity (under change in control).
|
(4)
|
Per agreement, executives are entitled to receive a prorated portion of their current fiscal year bonus opportunity. Amounts in table above reflect the executive's annual target bonus opportunity given the assumed triggering event date of June 30, 2024.
|
(5)
|
Amount represents 12 months of base salary (under no change of control) and 12 months of base salary plus target annual bonus opportunity (under change in control).
|
(6)
|
Amount represents 6 months of base salary (under no change of control) and 12 months of base salary plus target annual bonus opportunity (under change in control).
|
(7)
|
The value of accelerated vesting does not include the PSUs granted to Mr. Rettig in December 2021, which are subject to price-based metrics that were not achieved based on our closing price of $52.62 on June 28, 2024, the final trading day of our fiscal year.
|
(8)
|
Mr. Padelford departed from his role as Chief Commercial Officer effective March 15, 2024. He did not receive, and is no longer eligible for, any severance benefits.
|
TABLE OF CONTENTS
Year1
|
Summary
Compensation
Table Total
for PEO2
|
Compensation
Actually Paid
to PEO3
|
Average
Summary
Compensation
Table Total for
Non-PEO
Named Executive
Officers2
|
Average
Compensation
Actually
Paid to Non-
PEO Named
Executive
Officers3
|
Value of Initial Fixed $100
Investment Based On:
|
Net
Income6
|
Company-Selected
Measure: Core
Revenue7
|
|||||||||||||||||||
Total
Stockholder
Return4
|
Peer Group
Total
Stockholder
Return4,5
|
|||||||||||||||||||||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
||||||||||||||||||
2024
|
$14,377,970
|
($4,629,120)
|
$5,689,669
|
($4,474,346)
|
$58
|
$245
|
($28,878,000)
|
$1,122,733,000
|
||||||||||||||||||
2023
|
$17,721,164
|
$18,224,752
|
$7,715,493
|
$7,289,711
|
$130
|
$173
|
($223,725,000)
|
$944,710,000
|
||||||||||||||||||
2022
|
$13,929,027
|
$6,016,600
|
$35,416,613
|
$17,964,941
|
$122
|
$123
|
($326,361,000)
|
$633,365,000
|
||||||||||||||||||
2021
|
$1,203,500
|
$88,064,283
|
$2,481,593
|
$19,844,278
|
$203
|
$142
|
($98,720,000)
|
$232,255,000
|
||||||||||||||||||
1
|
During fiscal years 2021, 2022, 2023, and 2024 our principal executive officer (PEO) was Rene Lacerte. The names of each non-PEO Named Executive Officer included for purposes of calculating the average amounts of total compensation in each covered fiscal year are as follows:
|
FY2024
|
FY2023
|
FY2022
|
FY2021
|
||||||||
• John Rettig
• Rajesh Aji
• Loren Padelford
|
• John Rettig
• Rajesh Aji
• Bora Chung
• Loren Padelford
|
• John Rettig
• Bora Chung
• Thomas Clayton
• Mark Lenhard
• Blake Murray
|
• John Rettig
• Rajesh Aji
• Bora Chung
• Thomas Clayton
|
||||||||
2
|
The dollar amounts reported in columns (b) and (d) are the amounts reported for our PEO and the average of our non-PEO Named Executive officers, respectively, for each corresponding year in the "Total" column in the Summary Compensation Table.
|
3
|
The dollar amounts reported in columns (c) and (e) represent the amount of "compensation actually paid" to our PEO and non-PEO Named Executive Officers in each respective year. The dollar amounts do not reflect the actual amount of compensation earned or received during the applicable fiscal year. There are no material differences to the assumptions used to compute the valuation of the equity awards for calculation the "compensation actually paid" from the assumptions used to compute the valuation of such equity awards as of the grant date. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the total compensation of our PEO and non-PEO Named Executive Officers for fiscal 2024 to determine the "compensation actually paid" to each such period.
|
Prior FYE
Current FYE
Fiscal Year
|
PEO
6/30/2023
6/30/2024
2024
|
||||
SCT Total
|
$14,377,970
|
||||
- Change in Pension Value and Above Market Non-Qualified Deferred Compensation
|
$0
|
||||
- Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year
|
($13,180,642)
|
||||
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year
|
$3,495,387
|
||||
+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years
|
($5,170,288)
|
||||
+ Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year
|
$662,910
|
||||
+ Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year
|
($4,814,458)
|
||||
- Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year
|
$0
|
||||
+ Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation
|
$0
|
||||
Compensation Actually Paid
|
($4,629,120)
|
||||
TABLE OF CONTENTS
Prior FYE
Current FYE
Fiscal Year
|
NEO
6/30/2023
6/30/2024
2024
|
||||
SCT Total
|
$5,689,669
|
||||
- Change in Pension Value and Above Market Non-Qualified Deferred Compensation
|
$0
|
||||
- Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year
|
($4,961,616)
|
||||
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year
|
$1,041,918
|
||||
+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years
|
($2,847,072)
|
||||
+ Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year
|
$202,341
|
||||
+ Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year
|
($1,240,826)
|
||||
- Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year
|
($2,358,759)
|
||||
+ Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation
|
$0
|
||||
Compensation Actually Paid
|
($4,474,346)
|
||||
4
|
Company and Peer Group total stockholder return shown in columns (f) and (g) is calculated assuming that a $100 investment was made on the close of trading on June 30, 2020 and reinvesting all dividends until the last day of each reported fiscal year.
|
5
|
The peer group used is the S&P 500 Information Technology Index, as used in the performance graph shown in our annual report.
|
6
|
The dollar amounts reported in column (h) represent the amount of net income (loss) reflected in our audited financial statements for each covered fiscal year.
|
7
|
The company-selected metric is Core Revenue. Core Revenue growth continues to be viewed as a key metric of our business performance and aligned with long term stockholder value creation as reflected in its use in our Fiscal 2024 Bonus Program and fiscal 2024 financial PSU awards. We define Core Revenue as revenue generated by subscription and transaction fees.
|
•
|
Core Revenue
|
•
|
EBITDA Less Float
|
•
|
Relative Total Stockholder Return; and
|
•
|
Non-GAAP Net Income
|
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
FY2024 CEO annual total compensation as calculated pursuant to Item 402(u) of Regulation S-K
|
$14,377,970
|
||
FY2024 median employee annual total compensation
|
$206,309
|
||
Ratio of CEO to median employee annual total compensation
|
70:1
|
||
TABLE OF CONTENTS
Plan category
|
Number of
securities
to be issued
upon exercise
of stock
options and
release of
RSUs (#)
|
Weighted-
average
exercise
price of
outstanding
options ($)(1)
|
Number of
securities
remaining available
for future
issuance under
equity
compensation
plans
(excluding securities
reflected in
column(a)) (#)
|
||||||
(a)
|
(b)
|
(c)
|
|||||||
Equity compensation plans approved by security holders(2)
|
6,446,305
|
$18.66
|
18,041,434(3)
|
||||||
Equity compensation plans not approved by security holders(4)
|
-
|
-
|
-
|
||||||
Total
|
-
|
-
|
-
|
||||||
(1)
|
The weighted-average exercise price does not reflect the shares that will be issued in connection with the release of RSUs upon vesting, because RSUs have no exercise price.
|
(2)
|
Includes the 2006 Equity Incentive Plan (2006 Plan), the 2016 Equity Incentive Plan (2016 Plan) and the 2019 Plan and excludes purchase rights accruing under the 2019 Employee Stock Purchase Plan (2019 ESPP).
|
(3)
|
There are no shares of common stock available for issuance under our 2006 Plan or 2016 Plan, but those plans will continue to govern the terms of stock options and RSUs previously granted thereunder. Any shares of common stock that are subject to outstanding awards under the 2006 Plan or 2016 Plan that are issuable upon the exercise of stock options that expire or become unexercisable for any reason without having been exercised in full will generally be available for future grant and issuance as shares of common stock under our 2019 Plan. In addition, the number of shares reserved for issuance under our 2019 Plan increased automatically by 5,332,278 on July 1, 2024 and will increase automatically on the first day of July of each of 2025 through 2029 by the number of shares equal to 5% of the total issued and outstanding shares of our common stock as of the immediately preceding June 30 or a lower number approved by our Board. As of June 30, 2024, there were 4,319,021 shares of common stock available for issuance under the 2019 ESPP. The number of shares reserved for issuance under our 2019 ESPP increased automatically by 1,066,455 on July 1, 2024 and will increase automatically on the first day of July of each year during the term of the 2019 ESPP by the number of shares equal to 1% of the total outstanding shares of our common stock as of the immediately preceding June 30 or a lower number approved by our Board.
|
(4)
|
Excludes outstanding options to acquire 65,964 shares of common stock with a weighted average exercise price of $17.54 that were assumed by us in connection with the acquisition of DivvyPay, Inc. Excludes outstanding options to acquire 12,934 shares of common stock with a weighted average exercise price of $40.39 that were assumed by us in connection with the acquisition of Invoice2go. No additional awards will be made under such plans.
|
TABLE OF CONTENTS
Name
|
Age
|
Position
|
||||
Aida Alvarez
|
75
|
Director
|
||||
Steven Fisher
|
60
|
Director and Chair of the Cybersecurity Committee
|
||||
Allison Mnookin
|
54
|
Director and Chair of the Compensation Committee
|
||||
Alison Wagonfeld
|
54
|
Director
|
||||
TABLE OF CONTENTS
Fees Billed to BILL Holdings, Inc.
|
2024
|
||
Audit fees(1)
|
$4,136
|
||
Audit-related fees(2)
|
1,733
|
||
Tax fees(3)
|
316
|
||
All other fees(4)
|
9
|
||
Total fees
|
$6,194
|
||
(1)
|
"Audit fees" consisted mainly of fees for work performed in connection with the audit of our annual consolidated financial statements and internal control over financial reporting, review of our unaudited quarterly consolidated financial statements, and audit of the financial statements of a subsidiary as required by certain state regulations.
|
(2)
|
"Audit-related fees" consisted of fees for accounting due diligence and consultations in connection with corporate transactions.
|
(3)
|
"Tax fees" consisted of fees for work performed in connection with tax compliance and planning, including payroll tax and international tax matters.
|
(4)
|
"All other fees" consisted of fees for work performed in connection with assessments of certain of our compliance programs.
|
Fees Billed to BILL Holdings, Inc.
|
2023
|
||
Audit fees(1)
|
$4,561
|
||
Audit-related fees
|
-
|
||
Tax fees
|
-
|
||
All other fees(2)
|
172
|
||
Total fees
|
$4,733
|
||
(1)
|
"Audit fees" consisted mainly of fees for work performed in connection with the audit of our annual consolidated financial statements and internal control over financial reporting, review of our unaudited quarterly consolidated financial statements, consultations in connection with the preparation of our fiscal 2023 financial statements, and audit of the financial statements of a subsidiary as required by certain state regulations.
|
(2)
|
"All other fees" consisted of fees for work performed in connection with assessments of certain of our compliance programs.
|
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
•
|
vote via the virtual meeting website-any stockholder can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/BILL2024, where stockholders may vote and submit questions during the meeting. The meeting starts at 9:00 a.m. Pacific Time. To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/BILL2024, you must enter the 16-digit control number found on your proxy card or other proxy materials. If you do not have a control number, please contact the brokerage firm, bank, dealer, or other similar organization that holds your account as soon as possible so that you can be provided with a control number. Instructions on how to attend and participate via the Internet are posted at www.virtualshareholdermeeting.com/BILL2024. Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy or voting instructions or vote by telephone or the Internet so that your vote will be counted if you later decide not to attend the meeting;
|
TABLE OF CONTENTS
•
|
vote by telephone or through the Internet-in order to do so, please follow the instructions shown on the Notice of Internet Availability of Proxy Materials or your proxy card. Most stockholders who hold shares beneficially in street name may provide voting instructions by accessing the website specified on the voting instruction form provided by their brokers, banks or nominees. Please check the voting instruction form for Internet voting availability. Please be aware that if you vote over the Internet, you may incur costs such as Internet access charges for which you will be responsible; or
|
•
|
vote by mail-if you request or receive a paper proxy card and voting instructions by mail, complete, sign and date the enclosed proxy card and promptly return it in the prepaid envelope provided. Your signed and dated proxy card must be received by the day prior to the Annual Meeting in order to be voted.
|
•
|
delivering to our Corporate Secretary by mail a written notice stating that the proxy is revoked;
|
•
|
signing and delivering a proxy bearing a later date;
|
•
|
voting again by telephone or through the Internet; or
|
•
|
attending and voting at the Annual Meeting (although attendance at the Annual Meeting will not, by itself, revoke a proxy).
|
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
By Order of the Board of Directors
|
|||
|
|||
René Lacerte
Chief Executive Officer
|
|||
TABLE OF CONTENTS
Fiscal Year Ended June 30, 2024
|
|||
(in thousands)
|
|||
GAAP Net Loss
|
$(28,878)
|
||
Add - GAAP provision for income taxes
|
2,559
|
||
Income (loss) before taxes
|
(26,319)
|
||
Add (less):
|
|||
Depreciation and amortization(1)
|
93,794
|
||
Stock-based compensation and related payroll taxes charged to cost of revenue and operating expenses
|
247,992
|
||
Acquisition and integration-related expenses
|
972
|
||
Restructuring
|
27,587
|
||
Amortization of debt issuance costs
|
6,238
|
||
Gain on debt extinguishment and change on mark to market derivatives associated with notes repurchase and capped call unwind
|
(45,271)
|
||
Non-GAAP net income before non-GAAP tax adjustments
|
304,993
|
||
Non-GAAP provision for income taxes(2)
|
(60,999)
|
||
Non-GAAP Net Income
|
$243,994
|
||
Add (less):
|
|||
Other income, net
|
(147,845)
|
||
Amortization of debt issuance costs
|
(6,238)
|
||
Gain on debt extinguishment and change on mark to market derivatives associated with notes repurchase and capped call unwind
|
45,271
|
||
Non-GAAP provision for income taxes(2)
|
60,999
|
||
EBITDA
|
$196,181
|
||
Add (less):
|
|||
Profit from Interest on Funds Held for Customers(3)
|
(165,230)
|
||
EBITDA Less Float
|
$30,951
|
||
(1)
|
Excludes amortization of capitalized internal-use software costs paid in cash.
|
(2)
|
The non-GAAP provision for income taxes is calculated using a blended tax rate of 20%, taking into consideration the nature of the taxed item and the applicable statutory tax rate in each relevant taxing jurisdiction.
|
(3)
|
Represents interest on funds held for customers less estimated fees paid for management of funds held for customers.
|
TABLE OF CONTENTS
Fiscal Year Ended June 30, 2024
|
|||
(in thousands)
|
|||
GAAP Operating Loss
|
$(174,164)
|
||
Add:
|
|||
Depreciation and amortization(1)
|
93,794
|
||
Stock-based compensation and related payroll taxes charged to cost of revenue and operating expenses(2)
|
247,992
|
||
Acquisition-related and integration-related expenses
|
972
|
||
Restructuring
|
27,587
|
||
Non-GAAP Operating Income
|
$196,181
|
||
(1)
|
Excludes amortization of capitalized internal-use software costs paid in cash.
|
(2)
|
Excludes stock-based compensation charged to Restructuring.
|
Fiscal Year Ended June 30, 2024
|
|||
(in thousands)
|
|||
Net cash provided by operating activities
|
$278,771
|
||
Add (less):
|
|||
Purchases of property and equipment
|
(976)
|
||
Capitalization of internal-use software costs
|
(19,917)
|
||
Free Cash Flow
|
$257,878
|
||
TABLE OF CONTENTS
By:
|
||||||
Name:
|
René Lacerte
|
|||||
TABLE OF CONTENTS
TABLE OF CONTENTS