SEC Form DEF 14A filed by BILL Holdings Inc.

Dear Fellow Stockholder,

When BILL was founded almost 20 years ago, we set out to help small and medium businesses (SMBs) grow by showing them they didn’t have to do it all on their own – we would be their partner. Since then, we’ve created a platform that supports nearly half a million SMBs and more than 9,000 accountants in moving, managing, and maximizing their money, giving them back time and control so they can focus on what matters most.

Our achievements in Fiscal 2025, despite an uncertain macro environment for SMBs, demonstrate the strength of our offering and how critically important BILL has become to our customers globally. For example, in Fiscal 2025, we:

We are building on this momentum with new product launches, important cost and efficiency actions, and strong additions to our Board of Directors and management team. As we look forward, we are confident in our ability to deliver the superior, sustainable stockholder value that reflects BILL’s industry leadership.

As We Work to Capture BILL’s Substantial Market Opportunity…

The market opportunity for BILL is substantial. Globally, SMB software spend is $344 billion and B2B payment volumes are $135 trillion, according to industry estimates. The scale of BILL’s network positions us well to capture this upside potential. Indeed, more than 1% of U.S. GDP flows through BILL’s network annually, providing deep data and insights. When combined with new innovative offerings, such as BILL Cash Account, Supplier Payments Plus, and our upcoming release of AI agents, we believe BILL can continually reinvent our category and lead a new era of intelligent finance for SMBs.

Our goal is to shift from doing the work with our customers to doing it for them by anticipating their needs, streamlining financial operations, and helping them grow faster. We’re not just eliminating busywork – we’re enabling smarter decisions, unlocking capital, and helping SMBs thrive.

… We Are Becoming a More Efficient, Agile Organization

To ensure the long-term competitiveness of the business and best position BILL for the future, we are taking additional steps to align our cost structure, equity compensation program and talent more closely with our growth trajectory, and to invest more deliberately in the areas where we can have the greatest impact. As part of this, we recently made the decision to reduce our workforce by 6%. We will continue to be disciplined and incorporate expense management and further structural efficiencies where it makes sense to do so.

In addition to freeing up resources so that BILL can move faster in developing the data-informed solutions that deliver the greatest value to our customers, these changes will enable us to further our progress toward BILL becoming a durable “Rule of 40” company.

A World-Class Board, Including Four New Independent Directors, with “Fit for Purpose” Experience to Oversee BILL’s Strategy

BILL has long benefited from a world-class Board of Directors whose strong skills and experiences align closely with our strategic direction and value creation priorities. Recently, we announced that four new independent directors will be

¹ Non-GAAP Operating Income and Free Cash Flow are not prepared in accordance with Generally Accepted Accounting Principles in the United States (GAAP). See Appendix A for a reconciliation to GAAP.

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joining the Board, including Natalie Derse, Chief Financial Officer of Gen Digital; Peter Feld, Managing Member, Portfolio Manager and Head of Research at Starboard Value; Beth Johnson, Former Vice Chair and Chief Experience Officer of Citizens Financial Group; and Lee Kirkpatrick, Former Chief Financial Officer of Twilio. These additions reflect the constructive conversations we have had with Starboard, one of our largest stockholders, as well as the Board’s ongoing refreshment process. Indeed, with these new appointments, nine of BILL’s 13 directors will be new to the Board in the past four years.

BILL’s new directors bring proven experience and highly relevant, complementary skills to those already represented on the Board to help advance our strategic and financial priorities, including in the areas of AI, digital transformation, FinTech, compliance, and operational excellence initiatives, among others.

As we welcome our new directors, we also extend our gratitude to Steve Cakebread and Brian Jacobs, who will be retiring from the Board at the conclusion of their terms at this year’s Annual Meeting, and to Steve Fisher, who retired earlier this month. Their guidance and counsel have been instrumental to BILL’s growth and success.

Bolstering Our Management Team with Exceptional Finance and Operational Leaders

In addition to welcoming new, accomplished, independent directors to our Board, we have also augmented our leadership team, evolving John Rettig’s role as President and Chief Operating Officer, and adding new executives with exceptional financial and operational expertise, including the appointments of:

Delivering Significant, Sustainable Stockholder Value

We have an ambitious mission powered by the innovation of our platform, the scale of our network, and our vision to leverage AI to deliver intelligent financial capabilities for millions of businesses. While we’re proud of all we’ve accomplished, we’re just scratching the surface on what BILL can deliver.

We have a tremendous opportunity to drive significant value creation for both our customers and our shareholders as a result of the investments we have made and the continued focus on executional efficiency. We encourage your participation at the upcoming annual meeting, and ask for your voting support for our directors, 2025 executive compensation program, and other items outlined in this proxy statement.

Thank you for being a stockholder and for your ongoing support of BILL.

Sincerely,

René Lacerte

CEO and Founder

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BILL HOLDINGS, INC.

6220 America Center Drive, Suite 100

San Jose, California 95002

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

INNISFREE M&A INCORPORATED

Stockholders may call 1 (877) 456-3510 (toll-free from the

U.S. and Canada) or

+1 (412) 232-3651 (from other countries)

Banks and Brokers may call collect 1 (212) 750-5833

(iii)

This notice of the Annual Meeting, the Proxy Statement and the form of proxy are being distributed and made available on or about October 27, 2025.

Whether or not you plan to attend the virtual Annual Meeting, we encourage you to vote and submit your proxy through the Internet or by telephone or request and submit your proxy card as soon as possible, so that your shares may be represented at the meeting.

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BILL HOLDINGS, INC.

PROXY STATEMENT FOR 2025 ANNUAL MEETING OF STOCKHOLDERS

This proxy statement includes information that we are required to provide to you pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the SEC), and is designed to assist you in voting your shares. In addition, our fiscal year ends on June 30. Unless otherwise noted, any reference to a year preceded by the word “fiscal” refers to the twelve months ended June 30 of that year. For example, references to “fiscal 2025” refer to the twelve months ended June 30, 2025. Any reference to a year not preceded by “fiscal year” refers to a calendar year.

TABLE OF CONTENTS

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are statements other than statements of historical facts, and statements in the future tense. Forward-looking statements are based on our expectations as of the date of this proxy statement and are subject to a number of risks, uncertainties and assumptions, many of which involve factors or circumstances that are beyond the control of BILL Holdings, Inc. (BILL, the Company or we, us and our). These statements include, but are not limited to, statements regarding the Company’s expectations, beliefs, plans, strategies, initiatives, business or financial prospects or outlook, future shareholder value, priorities or future performance. These risks and uncertainties include, but are not limited to, macroeconomic factors, including changes in interest rates, significant political and regulatory developments or changes in trade policy, including the imposition of tariffs and other trade barriers, inflationary, recessionary, and volatile market environments, as well as fluctuations in foreign exchange rates, the Company’s history of operating losses, its recent rapid growth, the large sums of customer funds that the Company transfers daily, the risk of loss, errors and fraudulent activity, credit risk related to the Company’s BILL Divvy Cards and its invoice financing offering, the Company’s ability to attract new customers and convert trial customers into paying customers, its expectations for developing and deploying AI agents and other AI tools, the Company’s ability to invest in its business and develop new products and services, increased competition or new entrants in the marketplace, potential impacts of acquisitions, investments and other strategic transactions, the Company’s relationships with accounting firms, financial institutions and software providers, the global impacts of ongoing geopolitical conflicts, the actual and expected impacts of the above factors on the SMBs the Company serves and other risks detailed in the registration statements and periodic reports the Company files with the SEC, including our quarterly and annual reports, which may be obtained on the Investor Relations section of the Company’s website (https://investor.bill.com/financials/sec-filings/default.aspx) and on the SEC website at www.sec.gov. You should not rely on these forward-looking statements, as actual results may differ materially from those contemplated by these forward-looking statements as a result of such risks and uncertainties. All forward-looking statements in this proxy statement are based on information available to the Company as of the date hereof. The Company assumes no obligation to update or revise the forward-looking statements contained in this proxy statement because of new information, future events, or otherwise.

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BILL HOLDINGS, INC.

6220 America Center Drive, Suite 100

San Jose, California 95002

PROXY STATEMENT

FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS

OUR BOARD OF DIRECTORS

WHO WE ARE

Our Board of Directors (our Board) currently consists of 13 directors, all of whom, other than Mr. Lacerte, qualify as “independent” under the listing standards of The New York Stock Exchange (the NYSE Listing Standards). Our Board is divided into three classes with each class serving for three years and the terms of office of the respective classes expiring in successive years. Two directors in Class III, David Hornik and Allie Kline, will stand for election at the Annual Meeting for a three-year term ending upon the 2028 Annual Meeting of Stockholders. Two other directors in Class III, Steven Cakebread and Brian Jacobs, will not stand for re-election at the Annual Meeting, and the Board has nominated Natalie Derse and Beth Johnson for election as Class III directors at the Annual Meeting. The terms of office of directors in Class I and Class II will expire at the annual meetings of stockholders to be held in 2026 and 2027, respectively.

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Director Nominees

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

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Continuing Directors

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

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OUR SKILLS, EXPERIENCE AND ATTRIBUTES

Director and Director Nominee Skills and Experience

Our Board brings and, we believe, our director nominees will bring, broad and deep experience to Company matters, and each individual director and director nominee offers a range of complementary skills that enhance the Board’s ability to exercise its oversight responsibilities on behalf of our stockholders. To better understand our Board’s composition and strengths, the following table represents certain of the skills and areas of expertise that we believe are most critical to the strategy and future success of our Company, and assigns the “top three” such skills for each member of our Board and our director nominees:

The above table does not purport to include all of the skills, experiences or qualifications that each director offers, and the fact that a particular skill is not listed for a director does not mean that the director does not possess it. Additionally, all of our directors possess integrity, sound judgment and a track record of professional success.

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Independence of Directors

The listing rules of the NYSE generally require that a majority of the members of a listed company’s board of directors be independent. In addition, the listing rules generally require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent.

In addition, audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the Exchange Act). To be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors or any other board committee: accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries; or be an affiliated person of the listed company or any of its subsidiaries.

Our Board conducts an annual review of the independence of our directors. In its most recent review, our Board determined that each of Aida Alvarez, Steven Cakebread, Peter Feld, Keri Gohman, David Hornik, Brian Jacobs, Lee Kirkpatrick, Allie Kline, Allison Mnookin, Tina Reich, Alison Wagonfeld and Dan Wernikoff, representing 12 of our 13 current directors, and each of Natalie Derse and Beth Johnson, our additional director nominees, meet the requirements to serve as “independent directors” as defined under the applicable listing standards of the NYSE and the applicable rules and regulations promulgated by the SEC. Our Board has also determined that all members of our Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee are independent and satisfy the relevant SEC and NYSE independence requirements for such committees.

There are no family relationships between any of our directors or executive officers and any of our other directors or executive officers.

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HOW WE ARE SELECTED AND ELECTED

Nomination to the Board of Directors

Candidates for nomination to our Board are selected by our Board based on the recommendation of the Nominating and Corporate Governance Committee in accordance with the committee’s charter, our restated certificate of incorporation, as amended (our Charter), and our second amended and restated bylaws (our Bylaws), our Corporate Governance Guidelines and the criteria approved by our Board regarding director candidate qualifications. In recommending candidates for nomination, the Nominating and Corporate Governance Committee considers candidates recommended by directors, officers, employees, stockholders and others, using the same criteria to evaluate all candidates. Evaluations of candidates generally involve a review of background materials, internal discussions and interviews with selected candidates as appropriate and, in addition, the committee may engage consultants or third-party search firms to assist in identifying and evaluating potential nominees.

Stockholders wishing to recommend candidates for consideration by our Nominating and Corporate Governance Committee should submit their recommendations to the attention of the Corporate Secretary at the address of our principal executive offices. Information regarding the process for submitting stockholder nominations for candidates for membership on our Board is set forth below under “Stockholder Proposals to Be Presented at the Next Annual Meeting.”

Director Qualifications

With the goal of cultivating an experienced and highly-qualified Board, the Nominating and Corporate Governance Committee is responsible for developing and recommending to our Board the desired qualifications, expertise and characteristics of members of our Board, including any specific minimum qualifications that the committee believes must be met by a committee-recommended nominee for membership on our Board and any specific qualities or skills that the committee believes are necessary for one or more of the members of our Board to possess.

Because the identification, evaluation and selection of qualified directors is a complex and nuanced process that requires consideration of many intangible factors, and will be significantly influenced by the particular needs of our Board from time to time, our Board has not adopted a specific set of minimum qualifications, qualities or skills that are necessary for a nominee to possess, other than those that are necessary to meet U.S. legal, regulatory and NYSE listing requirements and the provisions of our Charter, Bylaws, Corporate Governance Guidelines and charters of the committees of our Board. In addition, neither our Board nor our Nominating and Corporate Governance Committee has a formal policy with regard to the consideration of diversity in identifying nominees. When considering nominees, the Nominating and Corporate Governance Committee takes into consideration many factors including, among other things, a candidate’s independence, integrity, diversity of thought, perspective and opinion, skills, financial, risk management and other expertise, breadth of experience, knowledge about our business or industry and ability to devote adequate time and effort to the responsibilities of our Board in the context of its existing composition. Through the nomination process, the Nominating and Corporate Governance Committee seeks to promote board membership that reflects a range of business experience, expertise, viewpoints, personal backgrounds and other characteristics that are expected to contribute to our Board’s overall effectiveness. The brief biographical description of each director set forth in “Our Board of Directors—Who We Are—Director Nominees and —Continuing Directors” above includes the primary individual experience, qualifications, attributes and skills of each of our directors that led to the conclusion that each director should serve as a member of our Board at this time.

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HOW WE GOVERN AND ARE GOVERNED

Governance Highlights

Corporate governance at BILL is designed to promote the long-term interests of our stockholders, strengthen Board and management accountability, foster responsible decision-making and engender public trust.

Governance Evolution

We completed our initial public offering in December 2019, and our corporate governance profile, which contains certain protections against sudden changes instigated by opportunistic third parties, is generally consistent with that of many other recently-public technology companies. That said, we are mindful of stockholder perspectives on these issues.

Beginning in 2021, members of our Board and management team have undertaken extensive outreach efforts to gather stockholder feedback, identify key areas of focus and inform the Board’s future decisions. A consistent theme across this engagement has been that while many of our stockholders accept our current corporate governance profile and recognize that there are some circumstances in which certain governance features may be beneficial, they also expect our governance profile to evolve over time.

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Consistent with stockholder feedback, we intend to sunset certain of our protective provisions and give stockholders greater ability to influence our governance directly on a phased basis in coming years. To that end, our Nominating and Corporate Governance Committee annually conducts a full review of our governing documents towards determining the appropriate path forward for sunsetting certain of our protective provisions.

Corporate Governance Guidelines

Our Board has adopted Corporate Governance Guidelines that set forth expectations for directors, director independence standards, Board committee structure and functions, and other policies for the governance of our Company. Our Nominating and Corporate Governance Committee periodically reviews the Corporate Governance Guidelines, and recommends changes to our Board as warranted. Our Corporate Governance Guidelines mandate, and our Nominating and Corporate Governance Committee annually conducts, a thorough Board and Board committee self-assessment process.

Our Corporate Governance Guidelines are available on the “Investor Relations” section of our website, which is located at investor.bill.com, by clicking “Governance Documents” in the “Governance” section of our website.

Board Leadership Structure

Our Corporate Governance Guidelines provide that our Board shall be free to choose its chairperson in any way that it considers in the best interests of our Company, and that the Nominating and Corporate Governance Committee shall periodically consider the leadership structure of our Board and make such recommendations to our Board with respect thereto as appropriate. Our Corporate Governance Guidelines also provide that, when the positions of chairperson and chief executive officer are held by the same person, the independent directors may designate a “lead independent director.” In cases in which the chairperson and chief executive officer are the same person and a lead independent director has been designated, the chairperson schedules and sets the agenda for meetings of our Board in consultation with the lead independent director, and the chairperson, or if the chairperson is not present, the lead independent director, chairs such meetings. The responsibilities of the lead independent director include:

In accordance with our Corporate Governance Guidelines, we have a Lead Independent Director of the Board separate from our chairperson. Mr. Lacerte is our Chairman and Chief Executive Officer and Ms. Kline is the Lead Independent Director of the Board. The Board believes that this leadership structure reflects the role and responsibilities of the chief executive officer in our business and operations as well as the significant involvement and authority vested in a separate lead independent director of the Board. The Board retains the authority to modify this structure as it deems appropriate.

Director Emeritus

Our Corporate Governance Guidelines provide that any director who is not an officer or employee of the Company and who has served as a member of our Board for five or more years and during such time has served as either Chairman or Lead Independent Director on our Board is eligible to be appointed as a director emeritus upon his or her retirement or resignation. A director emeritus may attend and participate in discussions of the business and our

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Company at regular and special meetings of our Board and may offer advice and opinions to our Board and committees of our Board, but is not entitled to vote on any matter and does not count for meeting quorum purposes.

In January 2025, Peter Kight, our former Lead Independent Director, retired from our Board and was appointed as a director emeritus upon his retirement.

Our Board of Directors’ Role in Risk Oversight

While the full Board has overall responsibility for risk oversight, the committees of our Board oversee and review specific risk areas. The risk oversight responsibility of our Board and its committees is supported by our management reporting processes, which are designed to provide visibility to our Board and to our personnel that are responsible for risk assessment and information about the identification, assessment and management of critical risks and management’s risk mitigation strategies. These areas of focus include competitive, economic, operational, financial (accounting, credit, investment, liquidity, interest rate, foreign exchange and tax), legal, regulatory, compensation, cybersecurity, privacy, payments, compliance, fraud and reputational risks. Our Board reviews strategic and operational risk in the context of discussions, question and answer sessions, and reports from the management team at each regular Board meeting, receives reports on all significant committee activities at each regular Board meeting, and evaluates the risks inherent in significant transactions.

In 2023, our Board undertook an internal review and determined to reorganize its allocation of risk management responsibilities, deciding to disband its incumbent Risk and Compliance Committee and to establish: (i) a new Board committee, the Cybersecurity Committee, focused on cybersecurity matters, which the Board determined to be sufficiently distinct and critical to warrant separate treatment; and (ii) a new subcommittee of the Audit Committee, the Compliance and Payments Operations Risk Subcommittee, focused on the specific compliance and payments operations risks inherent to our business due to the large volume of payments we process, which exceeded $325 billion in fiscal 2025. We continue to review this structure to ensure it efficiently maps to the evolving needs of our organization.

Each committee of our Board meets with key management personnel and representatives of outside advisors, as appropriate, to oversee risks associated with their respective principal areas of focus. Our Audit Committee reviews our major financial and other risk exposures, our internal control over financial reporting, our disclosure controls and procedures, legal and regulatory compliance, and, among other things, discusses with management and our independent auditor guidelines and policies with respect to risk assessment and risk management. Our Compensation Committee evaluates our major compensation-related risk exposures and the steps management has taken to monitor or mitigate such exposures. Our Nominating and Corporate Governance Committee assesses risks relating to our corporate governance practices, the independence of our Board and reviews our Board’s leadership structure and role in risk oversight. Our Cybersecurity Committee, with quarterly briefings from management, oversees cybersecurity and data protection activities to ensure that we are actively and appropriately protecting our data as well as that of our employees, customers and suppliers and that we are meeting data protection compliance requirements. Our Cybersecurity Committee also oversees our AI risks, including risks related to the design of our AI agents, our use of internally-designed AI tools to enhance our operating efficiency, and risks arising from third-party AI tools we introduce into our environment. Finally, our Compliance and Payments Operations Risk Subcommittee assists our Audit Committee and Board in its oversight and monitoring of the Company’s management of systems and operational risk related to customer payments and related money-movement business operations and regulatory compliance.

We believe this Board leadership structure and division of responsibilities enables us and our Board to effectively address the risks we face as our business continues to grow in scale and complexity.

Committees of Our Board of Directors

Our Board has established an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and a Cybersecurity Committee. The composition and responsibilities of each committee are described below. Each of these committees has a written charter approved by our Board. Copies of the charters for each Board-level committee are available on the “Investor Relations” section of our website, which is located at investor.bill.com, by clicking on “Governance Documents” in the “Governance” section of our website.

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Audit Committee

Our Audit Committee is composed of Mr. Cakebread, who is the chair of the committee, Ms. Gohman, Ms. Kline, and Ms. Reich. Following the Annual Meeting, we expect Mr. Kirkpatrick to serve as chair of the committee, Ms. Derse to join the committee, and Ms. Gohman and Ms. Reich to continue as members of the committee. Each member of our Audit Committee is independent under the current NYSE Listing Standards and SEC rules and regulations. Each member of our Audit Committee is financially literate as required by the current NYSE Listing Standards. In addition, our Board has determined that each of Mr. Cakebread and Mr. Kirkpatrick qualifies as an “audit committee financial expert” as defined in SEC rules and regulations. This designation does not impose any duties, obligations or liabilities that are greater than those generally imposed on members of our Audit Committee and our Board. Our Audit Committee is responsible for, among other things:

In addition, the Compliance and Payments Operations Risk Subcommittee of the Audit Committee, focused on compliance and payments operations risks, consists of Ms. Reich, who is the chair of the subcommittee, and Ms. Gohman, two of our independent directors. This subcommittee is responsible for, among other things:

Compensation Committee

Our Compensation Committee is composed of Ms. Mnookin, who is the chair of the committee, Mr. Jacobs, Mr. Wernikoff, and Ms. Wagonfeld. Following the Annual Meeting, we expect Ms. Johnson to be appointed as a member of the Compensation Committee, Ms. Mnookin to continue as the chair of the committee, and Mr. Wernikoff and Ms. Wagonfeld to continue as members of the committee. Each member of our Compensation Committee is independent under the current NYSE Listing Standards. Each member of this committee is a non-employee director, as defined in SEC rules and regulations. Our Compensation Committee is responsible for, among other things:

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Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee is composed of Ms. Kline, who is the chair of the committee, Ms. Alvarez, Mr. Feld and Mr. Hornik. Each member of our Nominating and Corporate Governance Committee is independent under the current NYSE Listing Standards. Our Nominating and Corporate Governance Committee is responsible for, among other things:

Cybersecurity Committee

Our Cybersecurity Committee is currently composed of Ms. Wagonfeld and Ms. Reich, each of whom is an independent director under applicable rules. Our Cybersecurity Committee is responsible for, among other things:

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HOW WE COMMUNICATE WITH AND LISTEN TO YOU

We believe that effective corporate governance includes year-round engagement with our stockholders and other stakeholders. We meet regularly with our stockholders to discuss business strategy, performance, compensation philosophy, corporate governance, and environmental and social topics. We engage with many of our large stockholders multiple times a year, both on an ad hoc basis and regularly in conjunction with our quarterly earnings announcements. Our Investor Relations team also has hundreds of touchpoints with smaller stockholders each year. We find it beneficial to have ongoing dialogue with our stockholders throughout the year on a full range of topics (instead of engaging with stockholders only prior to our annual meeting on issues to be voted on in the proxy statement).

Our direct engagement with stockholders helps us better understand our stockholders’ priorities, perspectives, and issues of concern, allows us to elaborate on our many initiatives and practices, and informs the Board’s deliberations. We take insights from this feedback into consideration and regularly share them with our Board as we review and evolve our practices and disclosures.

Our Board has created a number of other ways for stockholders and other stakeholders to provide input including:

All communications are reviewed by the Corporate Secretary and provided to the Board or any individual director or committee of the Board, as appropriate.

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HOW WE ARE PAID

Fiscal 2025 Director Compensation

Annually, the Compensation Committee evaluates the Company’s non-employee director compensation design, competitiveness, and effectiveness, to help ensure the program continues to facilitate the attraction and retention of highly qualified Board members. For fiscal 2025, the Compensation Committee engaged Compensia, Inc. (Compensia) as its independent compensation consultant to review the competitiveness of our non-employee director compensation program relative to industry peers and other comparably-sized companies and provide recommendations as deemed appropriate. The industry peer groups used in these periodic market studies are the same ones used to assess pay competitiveness for our named executive officers. For fiscal 2025, based on this analysis of our program as compared to our industry peers, Compensia did not recommend any changes to our existing non-employee director compensation program. During fiscal 2025, the Compensation Committee engaged Semler Brossy Consulting Group LLC (Semler Brossy) as its independent compensation consultant, and Semler Brossy reviewed our director compensation for purposes of fiscal 2026.

The following table provides information regarding all fiscal 2025 compensation awarded to, earned by or paid to each person who served as a director for some portion or all of fiscal 2025, other than Mr. Lacerte, our Chief Executive Officer. Mr. Lacerte is not included in the table below, as he is also our employee and receives no additional compensation for his service as a director. The compensation received by Mr. Lacerte as an employee is shown in “Executive Compensation—Fiscal 2025 Summary Compensation Table” below.

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

Non-Employee Director Equity Compensation

Under our current compensation practices, our non-employee directors receive equity compensation for their service as directors, which we believe reinforces alignment with our stockholders and is consistent with our overall compensation philosophy. Each non-employee director is entitled to receive RSUs under our 2019 Equity Incentive Plan (the 2019 Plan), as described below. The policy and amounts described below are those that were in effect during fiscal year 2025.

Each new non-employee director appointed to the Board will be granted RSUs covering shares with a value equal to approximately $400,000 (the Initial Award), which will be granted on the date of the non-employee director’s appointment to the Board (the Initial Award Grant Date). The Initial Award will vest in three equal annual installments on the anniversary of the Initial Award Grant Date, subject to continued service on each applicable vesting date.

On the date of each annual meeting of our stockholders, each continuing non-employee director will be granted RSUs covering shares with a value equal to approximately $200,000 (the Annual Award), prorated for non-employee directors who join between annual meetings of the Company’s stockholders. The Annual Award will vest on the earlier of (a) the date of the next annual meeting of the Company’s stockholders and (b) the date that is one year following the grant date of such Annual Award, subject to continued service on each applicable vesting date.

Non-Employee Director Cash Compensation

For fiscal 2025, each non-employee director received annual cash compensation of $35,000 for service on the Board, and additional cash compensation for the chairperson and committee members as set forth below. All cash payments were made quarterly in arrears and were prorated for any partial quarters of service.

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Other Compensation

Non-employee directors receive no other form of remuneration, perquisites or benefits for their service as members of our Board, but they are reimbursed for their reasonable travel expenses incurred in attending Board and committee meetings, certain Company events and approved continuing education programs.

Stock Ownership Guidelines

We maintain a stock ownership policy for our non-employee directors. Our stock ownership policy requires our non-employee directors to acquire and hold a number of shares of our Company’s common stock equal in value to five times the director’s annual cash retainer for regular service on the Board until such director’s service on the Board ceases. We only count directly and beneficially owned shares, including shares underlying vested RSUs that are held or deferred and shares received on exercise of stock options and shares held in trust. Each non-employee director has until the last day of our fiscal year that includes the fifth anniversary of the later of his or her initial appointment to the Board or from the effective date of the policy to attain the required ownership level. The Compensation Committee may make exceptions in situations where the stock ownership policy would cause a severe hardship. As of June 30, 2025, all of our incumbent non-employee directors have either achieved the recommended ownership level or are expected to achieve the recommended ownership level within five years of their initial election or appointment to our Board.

Executive Death, Disability, and Retirement Policy

We maintain an equity vesting policy for executive death, disability, and retirement for employees at the executive vice president level or above. This policy provides for the acceleration of outstanding equity awards for long-tenured employees in connection with such a person’s death or disability while employed by us, as well as, under certain circumstances, continued vesting of outstanding equity awards in connection with a qualifying employee’s retirement and provision of continued advisory services to us.

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OUR COMPANY

BILL AT A GLANCE

Our mission is to make it simple to connect and do business.

We are the intelligent finance platform trusted by nearly half a million businesses and their accountants to manage, move, and maximize their money. BILL powers businesses ranging from fast-moving startups to growing companies with complex operations. We use AI to deliver strategic finance capabilities in one integrated platform that includes AP, AR, expenses, forecasting, procurement and more. With a member network of more than one million, BILL’s platform processes ~1% of US GDP annually. Headquartered in San Jose, California, BILL is a trusted partner of leading U.S. financial institutions, accounting firms, and software providers.

BILL’s purpose-built, artificial intelligence-enabled financial software platform creates seamless connections between our customers, their suppliers, and their clients. Businesses on our platform generate and process invoices, streamline approvals, make and receive payments, manage employee expenses, sync with their accounting system, foster collaboration, and manage their cash flow. We have built sophisticated integrations with popular accounting software solutions, banks, card issuers, and payment processors, enabling our customers to access these mission-critical services quickly and easily. Our integrated platform also includes BILL Spend and Expense, our spend and expense management product, which provides a solution for businesses to have smart corporate cards, build and monitor budgets, manage payments, and eliminate the need for manual expense reports.

WHO WE ARE

We are a team of over 2,200 employees in the U.S. and abroad, with a shared passion for delivering the tools, user experience and infrastructure necessary to enable SMBs to simplify financial operations and thrive.

Our executive officers are chosen by and serve at the discretion of our Board. As of October 20, 2025, our executive officers were René Lacerte, John Rettig, Rohini Jain, Mary Kay Bowman, Mike Cieri and Ken Moss. For information regarding Mr. Lacerte, our Chief Executive Officer and Co-Founder, refer to “Who We Are—Director Nominees” above. Information regarding our other executive officers is included below:

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FISCAL 2025 PERFORMANCE

Fiscal 2025 was an important year for BILL as we fortified our position as the essential financial operations platform for SMBs. Our integrated platform provided SMBs with access to capital, and empowered businesses with additional insights and control of their cash flow. Our financial performance in fiscal 2025 demonstrated the strength of our business and the rigor of our execution in driving growth and expanding profitability. Total Revenue for Fiscal 2025 was nearly $1.462 billion, up 13% year-over-year. We transacted over $325 billion in total payment volume, which represented approximately 1% of U.S. gross domestic product.

Fiscal 2025 Financial and Business Highlights

The list below sets forth our key financial and business highlights for fiscal 2025:

¹ Non-GAAP Operating Income and Non-GAAP Gross Profit are not prepared in accordance with Generally Accepted Accounting Principles in the United States (GAAP). See Appendix A for a reconciliation to GAAP.

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HOW WE DO IT

Corporate Responsibility Highlights

Corporate responsibility is embedded in our business strategy. Using our platform enables businesses to eliminate manual, paper-based processes. Our solutions drive adoption of e-payments, virtual collaboration and digital documents to reduce consumption of paper, traditional mail, and travel. We processed over 120 million transactions in fiscal 2025, replacing many paper-based processes with electronic ones and thereby reducing paper waste and emissions from physical delivery. Moreover, by providing SMBs with powerful electronic payment tools, including international payments, invoice financing and instant transfer, we believe we are positively impacting the thousands of communities in which businesses using our solutions live and operate - all in a sustainable way.

We are committed to helping build a stronger future for businesses using our solutions, as well as for their communities, and stakeholders. We take this commitment seriously and will continue to provide transparent disclosures on the progress of this work through both our internal and external communications. Our executive leadership team sponsors and funds our corporate responsibility programs, with our Board exercising ultimate oversight.

In furtherance of this commitment, we have been measuring our carbon emissions since 2023. In 2024, we reported our emissions to the Carbon Disclosure Project (CDP) for the first time and, in 2025, we again reported such emissions and obtained an independent third-party audit. As our operations continue to grow, we expect to further evolve our environmental initiatives, consistent with the expectations of our investors and stakeholders and in accordance with applicable law.

Guided by best practices, feedback we receive from our stockholders, and third-party frameworks such as the Sustainability Accounting Standards Board Software & IT Services standards, we are focused on the initiatives described below.

Human Capital

Our Culture and Employees

Our culture enables us to attract and retain exceptional talent. We center our culture around five values which are core to who we are, guide how we operate, define how we treat each other, and help make our teams strong, cohesive units:

As of June 30, 2025, we had a total of 2,364 employees working in two offices in the U.S.: San Jose, CA, and Draper, UT; and others working remotely. We also employ individuals on a temporary basis and use the services of contractors as necessary.

We know our success is tied to recruiting, developing, and retaining our employees. Our Chief People Officer is responsible for creating and implementing our initiatives around our employees and our Board has ultimate oversight and receives updates on these initiatives periodically.

To support hiring the best talent for BILL, we have a rigorous interview process with training for hiring managers and interviewers, interview guides tailored specifically for different roles, and impartial talent champions whose role is to uphold BILL’s high hiring standards in our candidate debriefs. We leverage data and analytics to align the recruiting function to business growth and revenue drivers. We also partner with organizations like Codepath.org and ColorStack to support students interested in technical careers. In addition, we have an Ambassador Program that gives candidates an opportunity to connect with current employees to learn more about BILL’s culture before deciding to join BILL.

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BILL offers market-competitive base salaries, semi-annual bonuses, and sales incentives. Many of our employees are awarded equity at the time of hire and through annual equity grants. We also offer an employee stock purchase plan to foster a strong sense of ownership and engage our employees in our long-term success. Our full-time employees are eligible to receive, subject to the satisfaction of certain eligibility requirements, our comprehensive benefits package, including medical, dental, and vision insurance, family planning support and fertility treatments, and life and income protection plans. In addition, we provide generous paid time-off policies, access to free mental health services, and offer a tax-qualified 401(k) retirement plan. Through the self-directed brokerage features of the plan, participants in the 401(k) plan can choose to invest their contributions in funds that are focused on their particular goals and preferences.

We develop our leaders and high-potential employees through intensive, cohort-based, key talent programs. We offer training for new people managers. To facilitate ongoing learning and development, we provide employees with an online curriculum of study, linked to business needs, leveraging a third-party platform and including special trainings on areas of particular interest. For example, in summer 2025, we launched “Summer of AI,” offering educational and practical trainings encouraging employees to learn about and utilize internal AI tools. Available online education includes coursework in inclusive leadership, change management, and decision-making. We also host a quarterly Leadership Speaker Series, where we invite internal and external subject matter experts from a range of backgrounds to speak to topics in which our employees have expressed interest. All employees are eligible and participate in developmental reviews with their managers. We conduct performance review cycles twice a year.

To keep a pulse on engagement, we survey our employees semi-annually. Employees respond anonymously, and we take action on the areas flagged for improvement, reporting back to the employee base on progress against stated improvement goals. We closely monitor employee turnover, conducting exit interviews and surveys to alert us to any issues, as well as to make improvements to the employee experience.

Through an equitable approach to hiring, compensation, and career growth, we have built a company that fosters inclusivity, authenticity, and action. We seek to embed a sense of inclusion and community into our culture and how we serve the businesses using our solutions.

Our Environmental Impact

Our San Jose headquarters building is LEED Gold and Energy Star certified. In San Jose, California, and Draper, Utah, we also offer employees free electric vehicle charging stations. Further, we embrace a hybrid work model at each of our office locations, permitting employees to work remotely several days a week, in addition to having a significant number of fully-remote employees who collaborate via videoconference and periodic offsite retreats. This flexible model allows us to minimize employee commute times, thereby reducing congestion, the consumption of energy, and pollution.

Security, Privacy and Data Protection

Trust is important for our relationship with customers and partners, and we take significant measures designed to protect their privacy and the data that they provide to us. Keeping our customers’ data safe and secure is a high priority. Our approach to security includes data governance as well as ongoing testing for potential security issues.

We have robust access controls in our production environment with access to data strictly assigned, monitored, and audited. To ensure our controls remain up-to-date, we undergo continuous external testing for vulnerabilities within our software architecture. These efforts have enabled us to certify our platform to SOC1 Type II and SOC2 Type II standards. Our security program is aligned to the NIST-800-53 standards and is regularly audited and assessed by third parties as well as our partners, including some of the largest banks in the world.

The focus of our program is working to prevent unauthorized access to the data of our customers and network members. To this end, our team of security practitioners work to identify and mitigate risks, implement best practices, and continue to evaluate ways to improve.

These steps include close attention to network security, classifying and inventorying data, limiting and authorizing access controls, and multi-factor authentication for access to systems. We also employ regular system monitoring, logging, and alerting to retain and analyze the security state of our corporate and production infrastructures.

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We take steps to help ensure that our security measures are maintained by the third-party suppliers we use, including conducting annual security reviews and audits.

Ethics and Compliance

Our leadership team oversees our compliance, business ethics and incident reporting programs, with our legal and compliance functions providing leadership for implementation and enforcement activities. The Board provides additional and regular oversight through its Audit Committee, Nominating and Corporate Governance Committee, and Compliance and Payments Operations Risk Subcommittee, alongside other committee oversight.

Our Code of Business Conduct and Ethics and our Anti-Bribery Policy, among other policies, have been issued to ensure we work and act according to our corporate values and establish a framework to consistently apply our high ethical standards to all global business relationships. Adherence to these policies is required of all employees (including executive officers), independent contractors, and the Board. Employees are required to complete compliance training within 30 days of hire and then annually thereafter.

We have implemented reporting procedures, including a Compliance Hotline administered by a third-party provider and governed by our Whistleblower Policy. The Hotline offers anonymous, cost-free, 24/7 reporting of any ethical concern in English and Spanish. Contact information for the Hotline is available to our employees and business partners, including through our Code of Business Conduct and Ethics. All reported incidents are passed along to our Chief Legal Officer and Chief Compliance Officer or Chief People Officer and are investigated until resolved and corrective actions are tracked. Our Nominating and Corporate Governance Committee and Audit Committee are also informed of any investigation and its results.

We transfer large sums of customer funds daily, and protecting our customers and network members from financial fraud is our highest priority. We have procured and maintain money transmitter licenses in all U.S. jurisdictions that require them and Canada, as well as numerous other licenses, and have implemented robust monitoring and compliance programs designed to protect our customers and network members from fraud and to prevent our platform from being used for money-laundering activities.

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OUR STOCKHOLDERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of October 20, 2025, by:

We have determined beneficial ownership in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Except as indicated by the footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting and sole dispositive power with respect to all shares beneficially owned, subject to applicable community property laws.

Applicable percentage ownership is based on 100,378,848 shares of common stock outstanding as of October 20, 2025. Shares of our common stock subject to stock options that are exercisable as of and within 60 days of October 20, 2025 or RSUs that may vest and settle within 60 days of October 20, 2025 are deemed to be outstanding and to be beneficially owned by the person holding the stock options or RSUs for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the address of each of the individuals and entities listed in the table below is c/o BILL Holdings, Inc., 6220 America Center Drive, Suite 100, San Jose, California 95002.