Form 4: BILL Holdings COO Earns 68,512 Performance Stock Units

BILL Holdings' Chief Operating Officer, John R. Rettig, earned 68,512 performance-based restricted stock units after the company's Audit Committee certified the achievement of performance criteria.

Summary

• John R. Rettig, Chief Operating Officer of BILL Holdings, Inc., earned 68,512 Performance Stock Units (PSUs).
• These PSUs were earned upon the achievement of specific performance criteria, as certified by the Audit Committee of BILL Holdings' Board of Directors on August 19, 2025.
• Each PSU represents a conditional right to receive one share of BILL Holdings' Common Stock.
• The PSUs will vest and settle over three years, with 1/3rd vesting on August 28, 2025, and the remaining 2/3rd vesting quarterly over the subsequent two years, contingent on Mr. Rettig's continued service.

Sentiment

Score: 7

Explanation: The earning of performance-based stock units by a key executive indicates that specific performance criteria were met, which is generally a positive signal for the company's operational success. It also aligns executive incentives with long-term shareholder value.

Positives

• The earning of 68,512 Performance Stock Units by the COO indicates the achievement of specific performance criteria, reflecting positive operational or financial results for the company.
• The vesting schedule incentivizes the COO's continued service and alignment with long-term company performance.

Future Outlook

The earned PSUs will vest over a three-year period, with an initial 1/3rd vesting on August 28, 2025, and the remainder vesting quarterly over the subsequent two years, subject to the COO's continued employment. This outlines a future schedule for the conversion of performance incentives into equity.

Management Comments

• Represents performance-based restricted stock units ('PSUs') previously reported on September 18, 2024, that were earned by the Reporting Person upon the achievement of certain performance criteria as certified by the Audit Committee of the Issuer's Board of Directors on August 19, 2025.
• Each PSU represents a conditional right to receive one share of the Issuer's Common Stock.
• The PSUs vest and settle over three years; 1/3rd vests on August 28, 2025, and thereafter the remaining 2/3rd will vest quarterly over two years, subject to the continuing service of the Reporting Person on each vesting date.

Industry Context

SEC Form 4 filings are standard disclosures for changes in beneficial ownership by company insiders, including executives. The earning of performance-based equity awards is a common component of executive compensation packages across various industries, designed to align management incentives with shareholder value creation.

Comparison to Industry Standards

• This filing details a routine executive compensation event. The structure of performance-based restricted stock units with multi-year vesting is a common practice in the technology and financial software industries, similar to compensation structures seen at companies like Intuit, SAP, or Oracle, which also utilize long-term equity incentives to retain key talent and drive performance. Specific comparable projects or results are not detailed in this Form 4.

Corporate Governance

Stakeholder Impact

• Shareholders: Potential future dilution as PSUs convert to common stock, but also indicates management's performance-based alignment with shareholder interests.
• Employees: Reflects the company's compensation practices for executives, potentially setting a precedent or standard for performance-based incentives.

Next Steps

• Vesting of 1/3rd of PSUs on August 28, 2025.
• Quarterly vesting of the remaining 2/3rd of PSUs over the subsequent two years.

Key Dates

Keywords

BILL Holdings, BILL, Form 4, SEC filing, insider transaction, executive compensation, performance stock units, PSUs, restricted stock units, COO, John R. Rettig, stock vesting