SCHEDULE: Starboard Value Nominates Four Directors to BILL Holdings Board

Activist investor Starboard Value LP has nominated a slate of four highly qualified director candidates for election to the BILL Holdings, Inc. board at its 2025 annual meeting.

Summary

• Starboard Value LP and its affiliates (the "Starboard Group") have nominated four director candidates for election to the BILL Holdings, Inc. Board of Directors at the 2025 annual meeting of stockholders.
• The nominated slate includes Liat Ben-Zur, Nancy Disman, Peter A. Feld, and Frank T. Young.
• The Starboard Group collectively beneficially owns 8,639,900 shares of BILL Holdings, Inc. common stock, representing approximately 8.5% of the class.
• This ownership includes 1,614,152 shares underlying forward purchase contracts exercisable within 60 days.
• The nominees possess extensive experience in fintech, operations, finance, technology, digital transformation, payment solutions, and public company governance.
• The Starboard Group has formed a formal group for joint Schedule 13D filing and proxy solicitation purposes.

Sentiment

Score: 7

Explanation: The filing indicates a strong, organized effort by a significant activist investor to influence BILL Holdings' board. While it introduces potential for a proxy fight, the proposed nominees bring substantial and relevant industry expertise, which could be viewed positively for long-term shareholder value if successful. The immediate impact is neutral to slightly positive due to the potential for improved governance and strategic direction, but also carries the risk of short-term disruption.

Positives

• The nominated directors bring substantial and highly successful experience in the fintech sector, including senior executive and director roles at well-performing financial services, software, and technology companies.
• The nominees' diverse backgrounds span critical areas such as AI strategy, product-led growth, digital transformation, payment processing, and strategic consulting.
• Starboard Value LP, a known activist investor, is actively seeking to enhance shareholder value, which could lead to strategic improvements and increased accountability.
• Nominees (excluding Peter A. Feld) are incentivized to acquire and hold company securities with their compensation, aligning their interests with shareholders.

Negatives

• The nomination signals a potential proxy contest, which can be costly and distracting for company management and the board.
• Uncertainty surrounding the outcome of a proxy fight could create short-term volatility in the company's stock price.
• The current board and management may face increased pressure and scrutiny, potentially impacting ongoing strategic initiatives.

Risks

• Potential for a disruptive proxy contest at the 2025 annual meeting of stockholders.
• Costs associated with the proxy solicitation for both the Starboard Group and BILL Holdings, Inc.
• Risk of management distraction from core business operations due to the activist campaign.
• Uncertainty regarding the impact of new board members on the company's strategic direction and operational execution if Starboard's nominees are elected.

Future Outlook

Starboard Value LP intends to actively pursue the election of its nominated slate of directors at the 2025 annual meeting of stockholders to enhance shareholder value. This includes engaging in proxy solicitation and potentially entering into settlement agreements.

Management Comments

• Starboard carefully selected this highly qualified slate of Nominees who collectively have substantial and highly successful experience in the fintech sector, including decades of experience as senior executives and directors of well-performing financial services, software and technology companies.
• The Nominees have backgrounds spanning operations, finance, technology, digital transformation, payment solutions, product development, private equity, consulting, strategic transformation and public company governance.

Industry Context

This filing represents a classic activist investor move by Starboard Value LP, a prominent firm known for its engagement in corporate governance and strategic changes at target companies. The focus on the fintech sector and the emphasis on nominees with deep experience in payments, software, and digital transformation align with current industry trends emphasizing technological innovation, operational efficiency, and strategic growth in financial technology. This action suggests Starboard believes BILL Holdings, Inc. has untapped potential or requires a shift in strategic direction to better capitalize on these trends.

Comparison to Industry Standards

• The nominated slate's collective experience in fintech, payments, and software is highly relevant, comparable to the expertise sought by leading technology and financial services boards.
• Liat Ben-Zur's background at Microsoft and Qualcomm, and her current board roles at Compass Group PLC and Talkspace, Inc., demonstrate experience in large-scale technology and digital transformation, similar to profiles seen on boards of innovative tech companies.
• Nancy Disman's extensive CFO and strategic advisor roles at payment processing companies like Shift4 Payments and First Data Corporation align with the financial and operational leadership found in top-tier fintech firms.
• Frank T. Young's executive positions at Global Payments Inc. and Google Payments, along with his consulting work, reflect deep expertise in integrated payments and embedded fintech, a critical area for growth in the financial technology industry.
• Peter A. Feld's experience as an activist investor and board member across various industries, including technology and healthcare, is typical of highly engaged shareholder representatives seeking to drive value creation.

Management Changes

Corporate Governance

Related Party Transactions

• Starboard Group will pay each nominee (excluding Peter A. Feld) $25,000 upon nomination submission and another $25,000 upon definitive proxy statement filing.
• Nominees (excluding Peter A. Feld) are required to use the after-tax proceeds from this compensation to acquire securities of BILL Holdings, Inc.
• Starboard Group has agreed to indemnify nominees (excluding Peter A. Feld) against certain claims arising from the proxy solicitation.

Stakeholder Impact

• Shareholders: Potential for enhanced shareholder value through improved corporate governance and strategic oversight if Starboard's nominees are elected. Risk of short-term stock volatility due to proxy contest.
• Management: Increased scrutiny and pressure from a significant activist investor. Potential for changes in strategic direction or leadership if the board composition changes.
• Employees: No direct impact mentioned, but potential for strategic shifts could indirectly affect employees.
• Customers/Suppliers/Creditors: No direct impact mentioned.

Next Steps

• Starboard Group will solicit proxies for the election of its nominated directors at the 2025 annual meeting of stockholders.
• The nominated directors (excluding Peter A. Feld) are expected to acquire securities of BILL Holdings, Inc. with their after-tax compensation proceeds.
• Potential for settlement discussions between Starboard Group and BILL Holdings, Inc.

Key Dates

Recommendation

This filing indicates an activist campaign by Starboard Value LP to gain board representation at BILL Holdings, Inc. While Starboard has a strong track record and the nominated directors possess highly relevant experience in fintech and corporate governance, the situation introduces uncertainty due to a potential proxy contest. The outcome of such a contest is not guaranteed, and the immediate impact on the company's strategic direction or stock performance is speculative. Investors should hold their positions to monitor the developments, including any responses from BILL Holdings' current management and board, and the progress of the proxy solicitation, before making further investment decisions.

Keywords

BILL Holdings, Starboard Value, Activist Investor, Proxy Fight, Board Nomination, Corporate Governance, Fintech, Shareholder Value, Schedule 13D, BILL