BILL BILL Holdings Inc

Eighteen years ago, we founded BILL with the mission to make it simple for SMBs to connect and do business. We created a category as we set out to help businesses automate their financial back offices. Early on, we knew it was important to partner with SMBs' most trusted advisors to develop the market. That is why we built an ecosystem that strategically integrates with accounting firms and the top banks in the country. Today we serve nearly half a million SMBs, and we have ambitions to serve millions more.

Fiscal 2024 was an important year for BILL. We delivered more innovations to SMBs. We launched our integrated platform, made capital more accessible, and empowered small and midsize businesses with insights and control of their cash flow. In addition, we built tight organizational alignment, laying the foundation for future growth. During the year, we delivered strong growth and enhanced profitability as we executed on our objective to be the essential financial operations platform for SMBs.

During fiscal 2024, we delivered nearly $1.3 billion dollars in revenue and achieved 22% year-over-year revenue growth, despite continued macroeconomic challenges. We also expanded upon our profitability profile on a Non-GAAP basis and delivered approximately $258 million of Free Cash Flow. Strong demand for our platform combined with our disciplined investment approach and rigorous execution led to Non-GAAP Net Income of $244 million.

We are most proud of the significant number of SMBs we empower each and every day. As of June 30, 2024, nearly 475,000 businesses used BILL as their central hub of financial operations. We expanded our network to 7.1 million members. By making it easy for buyers and suppliers to connect and transact payments, we enabled nearly $300 billion in total B2B payment volume across our platform, representing approximately 1% of U.S. GDP and a significant milestone.

As we turn to this year’s annual meeting, we ask for your voting support for our Board members, 2024 executive compensation program, amendment to our certificate of incorporation and other items described in this proxy to enable us to continue to deliver strong financial results and to advance our mission to help SMBs thrive.

We encourage your participation in our annual meeting, invite your input throughout the year, and thank you for your trust and ongoing support of BILL.

We will also consider and act upon other business as may properly come before the 2024 Annual Meeting of Stockholders (the Annual Meeting) of BILL Holdings, Inc. (the Company or BILL) or any adjournment or postponement of the Annual Meeting.

This notice of the Annual Meeting, the Proxy Statement and the form of proxy are being distributed and made available on or about October [ ], 2024.

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.

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 2024” refer to the twelve months ended June 30, 2024. Any reference to a year not preceded by “fiscal year” refers to a calendar year.

Our Board of Directors (our Board) currently consists of 12 directors, all of whom, other than Mr. Lacerte, qualify as “independent” under the listing standards of The New York Stock Exchange (the NYSE Listing Standards). Our Board is divided into three classes with each class serving for three years and the terms of office of the respective classes expiring in successive years. Directors in Class II will stand for election at the Annual Meeting for a three-year term ending upon the 2027 Annual Meeting of Stockholders. The terms of office of directors in Class I and Class III will expire at the annual meetings of stockholders to be held in 2026 and 2025, respectively.

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

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

The charts below set forth, as of the date hereof, information relating to the gender, tenure, ethnicity and ages of our Board. While the Board does not have a formal policy on diversity, we are committed to comprising our Board of individuals with diverse skills, experience and backgrounds, including diversity with respect to age, gender, national origin and race, which we believe facilitates the optimal functioning of the Board.

Among the twelve members of our Board, five self-identify as women and two self-identify as individuals from an underrepresented community (meaning, an individual who self-identifies as Black, African American, Hispanic, Latino, Asian, Pacific Islander, Native American, Native Hawaiian, or Alaska Native, or who self-identifies as gay, lesbian, bisexual, or transgender).

Our Board brings broad and deep experience to Company matters, and each individual director contributes 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:

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.

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, Steve Fisher, David Hornik, Brian Jacobs, Peter Kight, Allie Kline, Allison Mnookin, Tina Reich, Scott Wagner, and Alison Wagonfeld, representing 11 of our 12 directors, are

“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.

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.”

With the goal of cultivating a diverse, experienced and highly-qualified board of directors, 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, 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 diversity 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.

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.

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.

Every fall since 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 (see “Compensation Discussion and Analysis—Executive Summary—Stockholder Engagement”). 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.

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.

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.

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 (effective as of June 2024, replacing Mr. Kight who had served in such capacity since our initial public offering). 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.

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 Risks 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 $290 billion in fiscal 2024.

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. 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.

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.

Our Audit Committee is composed of Mr. Cakebread, who is the chair of the committee, Ms. Kline, and Ms. Reich. 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 Mr. Cakebread is 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 Risks Subcommittee of the Audit Committee, focused on compliance and payments operations risks, consisting of Ms. Reich, who is the chair of the subcommittee, and Ms. Mnookin, two of our independent directors. This subcommittee is responsible for, among other things:

Our Compensation Committee is composed of Ms. Mnookin, who is the chair of the committee, Mr. Jacobs, Mr. Wagner, and Ms. Wagonfeld. 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:

Our Nominating and Corporate Governance Committee is composed of Ms. Kline, who is the chair of the committee, Ms. Alvarez, Mr. Hornik, and Mr. Kight. 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:

Our Cybersecurity Committee is composed of Mr. Fisher, who is the chair of the committee, Mr. Kight, and Ms. Reich, each of whom is an independent director under applicable rules. Our Cybersecurity Committee is responsible for, among other things:

The members of our Compensation Committee during fiscal 2024 were Ms. Mnookin, Mr. Jacobs, Mr. Wagner, and Ms. Wagonfeld. None of the members of our Compensation Committee in fiscal 2024 was at any time an officer or employee of ours or any of our subsidiaries, and none had or have any relationships with us that are required to be disclosed under Item 404 of Regulation S-K. During fiscal 2024, none of our executive officers served as a member of the board of directors, or as a member of the compensation or similar committee, of any entity that has one or more executive officers who served on our Board or Compensation Committee.

Our Board and its committees meet regularly throughout the year, and also hold special meetings and act by written consent from time to time. During fiscal 2024, our Board met ten times and also acted by unanimous written consent. During fiscal 2024, each member of our Board attended at least 75% of the aggregate of all meetings of our Board and of all meetings of committees of our Board on which such member served that were held during the period in which such director served. The non-employee directors meet in regularly scheduled executive sessions without

management to promote open and honest discussion. During fiscal 2024, our Audit Committee met nine times, our Compensation Committee met six times, our Nominating and Corporate Governance Committee met four times, and our Cybersecurity Committee met four times. Finally, our policy is to invite and encourage each member of our Board to be present at our annual meetings of stockholders. All but three members of our Board attended our 2023 annual meeting of stockholders in their capacity as directors of our Company.

Our Board has adopted an insider trading policy and procedures that govern the purchase, sale, and other disposition of our securities by our employees, including our officers, independent contractors and directors. We believe our insider trading policies and procedures are reasonably designed to promote compliance with insider trading laws, rules, and regulations as well as the exchange listing standards applicable to us. Our insider trading policies and procedures prohibit our employees, directors, officers, and consultants from trading in our securities while in possession of material non-public information, among other things. Our insider trading policy also provides that we will not transact in any of our securities unless in compliance with applicable U.S. securities laws, rules and regulations and the exchange listing standards applicable to us. The foregoing summary of our insider trading policies and procedures does not purport to be complete and is qualified by reference to our Insider Trading Policy, a copy of which can be found as an exhibit to our Annual Report on Form 10-K for the fiscal year ended June 30, 2024.

We have adopted a Code of Business Conduct and Ethics that applies to all the members of our Board, officers and employees. Our Code of Business Conduct and Ethics is posted on the “Investor Relations” section of our website, which is located at investor.bill.com under “Governance Documents” in the “Governance” section of our website. We intend to satisfy the disclosure requirements under applicable SEC and NYSE rules and regulations regarding amendments to, or waivers of, a provision of our Code of Business Conduct and Ethics by posting such information on our website at the address and location specified above.

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.

Annually, the Compensation Committee evaluates the Company’s non-employee director compensation design, competitiveness, and effectiveness, to help ensure the program continues to facilitate the attraction and retention of highly qualified Board members. During fiscal 2024, the Compensation Committee engaged Compensia, Inc. (Compensia) as our independent compensation consultant to review the competitiveness of our non-employee director compensation program relative to industry peers and other comparably-sized companies and provide recommendations as deemed appropriate. The industry peer groups used in these periodic market studies are the same ones used to assess pay competitiveness for our named executive officers. For fiscal 2024, based on this analysis of our program as compared to our industry peers, Compensia did not recommend any changes to our existing non-employee director compensation program.

The following table provides information regarding all fiscal 2024 compensation awarded to, earned by or paid to each person who served as a director for some portion or all of fiscal 2024, other than Mr. Lacerte, our Chief Executive Officer. Mr. Lacerte is not included in the table below, as he is also our employee and receives no additional compensation for his service as a director. The compensation received by Mr. Lacerte as an employee is shown in “Executive Compensation—Fiscal 2024 Summary Compensation Table” below.

Under our current compensation practices, our non-employee directors receive equity compensation for their service as directors, which we believe reinforces alignment with our stockholders and is consistent with our overall compensation philosophy. Each non-employee director is entitled to receive RSUs under our 2019 Equity Incentive Plan (the 2019 Plan), as described below. The policy and amounts described below are those that were in effect during fiscal year 2024.

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

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

For fiscal 2024, each non-employee director received annual cash compensation of $32,500 for service on the Board, and additional cash compensation for the chairperson and committee members as set forth below. All cash payments were made quarterly in arrears and were prorated for any partial quarters of service.

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

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.

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, 2024, 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.

We maintain an equity vesting policy for executive death, disability, and retirement for senior-level employees. 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.

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

We are a leading financial operations platform for small and midsize businesses (SMBs). As a champion of SMBs, we are automating the future of finance so businesses can thrive. Our integrated platform helps businesses to more efficiently control their payables, receivables, and spend and expense management. Hundreds of thousands of businesses rely on BILL’s proprietary network of millions of members to pay or get paid faster. Headquartered in San Jose, California, we are a trusted partner of leading U.S. financial institutions, accounting firms, and accounting software providers.

BILL's purpose-built, artificial intelligence (AI)-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.

We are a team of over 2,100 employees in the U.S. and abroad, with diverse skill sets and backgrounds and 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 September 30, 2024, our executive officers were René Lacerte, John Rettig, Raj Aji, Mary Kay Bowman 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:

Fiscal 2024 was an important year for BILL as we fortified our position as the essential financial operations platform for SMBs. We launched our integrated platform, provided SMBs with access to capital, and empowered businesses with additional insights and control of their cash flow. Our steadfast commitment to raising the bar to serve SMBs led to strong financial results and an expanding scale.

Our financial performance in fiscal 2024 demonstrated the strength of our business and the rigor of our execution in driving growth and expanding profitability in a muted economic environment. Total Revenue for Fiscal 2024 was nearly $1.3 billion, up 22% year-over-year, and Core Revenue exceeded $1 billion for the first time. We transacted nearly $300 billion in total payment volume, which represented approximately 1% of U.S. gross domestic product.

The list below sets forth our key financial and business highlights for fiscal 2024:

Sustainability 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 100 million transactions in fiscal 2024, 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 more sustainable 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 ESG programs, with our Board exercising ultimate oversight.

In furtherance of this commitment, in fiscal 2024, we published our inaugural ESG Report, which is available on our website at www.investor.bill.com/ESG, to state our commitments and values in respect of a range of ESG issues, and report our progress on certain related initiatives. We intend to update and augment this report on a periodic basis. 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.

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, 2024, we had a total of 2,187 employees working across 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.

We leverage data and analytics to align the recruiting function to business growth and revenue drivers. We are committed to providing a fair and equitable compensation and benefits program that supports our diverse workforce. BILL offers market-competitive base salaries, semi-annual bonuses, and sales incentives. The majority of our employees are awarded equity at the time of hire and through annual equity refresh 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 tailored to their particular goals and preferences, including ESG-focused funds.

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. The curriculum includes coursework in inclusion, change management, and decision-making. 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 social responsibility into our culture and how we serve the businesses using our solutions. Our Vice President of DEI is executing on a strategy that helps us accelerate our progress across four key pillars:

One of the ways we strengthen our workplace culture of DEI is by supporting employee resource groups (ERGs). ERGs are self-organized communities that bring employees together to raise awareness and belonging for under-represented groups. Through a grassroots effort, BILL employees have established seven ERGs focused upon the following dimensions of identity: women, Latinx, Black, LGBTQIA+, disabilities and mental health, veterans, and Pan Asian and Pacific Islanders. These ERGs, which are open to all employees, support the career development of their members through customer chats, skill-building workshops and community engagement. In July 2024, over 40% of our employees were members of at least one ERG.

We also offer employees learning opportunities to increase awareness of DEI issues. Unconscious bias training is available through our e-learning platform, we regularly host speakers from diverse backgrounds to share their lived experiences, and our ERGs host safe-space discussions on issues important to their members. We also recently launched a quarterly DEI Speaker Series, where we invite internal and external subject matter experts to speak to DEI topics in which our employees have expressed interest. We also lead by example, with a diverse leadership team, including five women and one officer from an underrepresented community (66% of our leadership team).

We partner with organizations like Codepath.org and ColorStack to support Black, Latinx, and Indigenous students interested in technical careers. Through Codepath’s Internship Connection Program, we have placed underrepresented students majoring in computer science into technical internships at BILL. Last year, we also sponsored the Black is Tech Conference, a platform that connects Black tech professionals, students, and entrepreneurs, and provides access to resources for growth and development. Other partnerships we are developing include Out in Tech and Women Impact Tech. Our ERG Ambassador Program gives candidates an opportunity to connect with an ERG member to learn more about BILL’s culture and our focus on DEI. We are hopeful that through programs and partnerships like these, we can both help local communities and build a solid pipeline of future employees for our company.

As part of our focus on community outreach, we sponsor the Adelante Program, a partnership with a local high school in San Jose, California, to expose underprivileged, low-income students to technology-focused careers. The program’s goal is to prepare these young adults for academic success, college acceptance, and early career growth by offering work study opportunities, internships, and mentoring. BILL also partnered with the African Diaspora Network to launch their Accelerating Black Leadership and Entrepreneurship (ABLE) program, an enterprise accelerator program, now in its fourth year. The program is designed to strengthen, energize, and support startups and small businesses led by Black entrepreneurs in the U.S. Last year, ABLE graduated 11 entrepreneurs with impact-oriented solutions at the local and national levels across multiple sectors.

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.

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.

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.

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, 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.

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of September 30, 2024, 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 103,488,345 shares of common stock outstanding as of September 30, 2024. Shares of our common stock subject to stock options that are exercisable as of and within 60 days of September 30, 2024 or RSUs that may vest and settle within 60 days of September 30, 2024 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.

In addition to the executive officer and director compensation arrangements discussed under “Executive Compensation” and “Our Board of Directors—Who We Are—How We Are Paid” respectively, since July 1, 2023, the following are the only transactions or series of similar transactions to which we were or will be a party in which the amount involved exceeds $120,000 and in which any director, nominee for director, executive officer, beneficial holder of more than 5% of our capital stock or any member of their immediate family or any entity affiliated with any of the foregoing persons had or will have a direct or indirect material interest.

We have entered into indemnification agreements with each of our directors and executive officers. The indemnification agreements and our Bylaws require us to indemnify our directors to the fullest extent not prohibited by Delaware law. Subject to certain limitations, our Bylaws also require us to advance expenses incurred by our directors and officers. For more information regarding these agreements, see the section titled “Executive Compensation—Limitation on Liability and Indemnification Matters.”

Rebecca Moss, the spouse of Ken Moss, our Chief Technology Officer, serves as an employee of BILL. During fiscal 2024, Ms. Moss received aggregate compensation of $319,351.62, including salary, bonus and the grant date fair value of a four-year RSU award. Ms. Moss received compensation commensurate with that provided to other employees in similar positions at the company.

Our related party transactions policy requires that any related party transaction that must be reported under applicable rules of the SEC must be reviewed and approved or ratified by our Audit Committee, unless the related party is, or is associated with, a member of that committee, in which event the transaction must be reviewed and approved by our Nominating and Corporate Governance Committee.

The information contained in the following report of our Audit Committee is not considered to be “soliciting material,” “filed” or incorporated by reference in any past or future filing by us under the Exchange Act or the Securities Act of 1933, as amended, unless and only to the extent that we specifically incorporate it by reference.

Our Audit Committee has reviewed and discussed with our management and PricewaterhouseCoopers LLP, our independent registered public accounting firm, our audited consolidated financial statements for the fiscal year ended June 30, 2024. Our Audit Committee has also discussed with PricewaterhouseCoopers LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (United States) and the U.S. Securities and Exchange Commission (SEC).

Our Audit Committee has received and reviewed the written disclosures and the letter from PricewaterhouseCoopers LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with our Audit Committee concerning independence, and has discussed with PricewaterhouseCoopers LLP its independence from us.

Based on the review and discussions referred to above, our Audit Committee recommended to our Board that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 for filing with the SEC.

This Compensation Discussion and Analysis provides an overview of the material components of our executive compensation program during fiscal 2024, including our executive compensation policies and practices, how and why the Compensation Committee arrived at the compensation decisions for our fiscal 2024 named executive officers (Named Executive Officers), and the key factors the Compensation Committee considered in making those decisions.

The names, ages, and titles of our Named Executive Officers for fiscal 2024 are:

On November 2, 2023 Mr. Rettig was promoted to President and Chief Financial Officer. Mr. Padelford ceased to serve as our Chief Commercial Officer on March 15, 2024.

We hold advisory votes on the compensation of our Named Executive Officers (a “Say on Pay” vote) at every annual meeting of stockholders. The Compensation Committee has historically taken into consideration the results of our Say on Pay vote when making decisions regarding the structure and implementation of our executive compensation program.

At our 2023 annual meeting of stockholders, approximately 91% of votes cast were voted in favor of our Say on Pay proposal (the 2023 Say on Pay Vote). This represented strong support and a significant increase from 2022, when the Say on Pay proposal received the support of approximately 36% of votes cast. We believe this positive outcome was due in part to our robust stockholder engagement efforts to listen to stockholder perspectives and incorporate their feedback into the Compensation Committee’s deliberations. We again engaged with our stockholders during fiscal 2024, as described below.

We place great value in the input of our stockholders and regularly meet with a range of stockholders to hear their perspectives on our business. We meet quarterly with many of our top holders following the release of our quarterly earnings releases, and on an ad hoc basis to address key issues as they arise. In addition, we have many points of interaction with investors, including holding investor calls, attending investor conferences, hosting investors at our headquarters, and visiting investors at their offices.

In addition, we have an annual outreach program to engage stockholders specifically on compensation, ESG and corporate governance matters. This program enables us to identify and gain a greater understanding of the issues that are most important to our stockholders, including with respect to the structure of our executive compensation programs and our corporate governance. We take this stockholder feedback very seriously, share it with our executive leadership and Board, and take it into account as we annually determine compensation for our executive officers and review our governance structure.

In early fall 2023, we reached out to 22 of our largest stockholders representing approximately 70% of our outstanding shares (based on share ownership reports as of June 30, 2023). We met with 12 stockholders representing approximately 49% of our outstanding shares in September and October 2023, and with an additional

stockholder representing approximately 9% of our outstanding shares in December 2023. Allison Mnookin, an independent member of our Board and a member (subsequently appointed Chair) of our Compensation Committee, participated in four of our 12 meetings with stockholders representing approximately 35% of our outstanding shares. Other representatives from the Company included our President and Chief Financial Officer, and senior members of our investor relations teams.

In early fall 2024, we reached out to 20 of our largest stockholders representing approximately 61% of our outstanding shares (based on share ownership reports as of June 30, 2024). Eight stockholders representing approximately 34% of our outstanding shares accepted our invitation and met with us to share their feedback. Three stockholders representing approximately 16% of our outstanding shares confirmed that a discussion was not needed or requested a meeting at a future date, and nine stockholders representing approximately 11% of our outstanding shares did not respond to our outreach or declined our invitation to speak. In addition, Allie Kline, our Lead Independent Director and Chair of our Nominating and Corporate Governance Committee, and Allison Mnookin, the Chair of our Compensation Committee, participated in four of our meetings with stockholders representing approximately 27% of our outstanding shares. Other representatives from the Company included our President and Chief Financial Officer, and senior members of our investor relations team.

During these discussions in 2023 and 2024, we invited stockholder feedback on compensation matters and other topics of importance to investors, including our corporate governance profile and ESG matters. After each round of engagement, the collective feedback received was then reported to and discussed with the members of the Compensation Committee and, where applicable, the Compensation Committee’s independent compensation consultant, the Nominating and Corporate Governance Committee, senior management, and the full Board.

We learned that many of our stockholders are supportive of our general approach and philosophy with respect to governance and compensation, but expect our governance and compensation practices to evolve as the Company grows and matures. In addition, our stockholders underscored the importance of effective executive compensation design and corporate governance structures to drive business results.