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Allie Kline

Lead Independent Director at BILL HoldingsBILL Holdings
Board

About Allie Kline

Allie Kline, age 54, has served on BILL’s Board since September 2020 and is the Lead Independent Director and Chair of the Nominating & Corporate Governance Committee; she also serves on the Audit Committee . She holds a B.S. in Communications from Ithaca College and brings senior operating experience in technology/media, enterprise risk (cybersecurity, payments, regulatory), and governance developed through leadership roles at Verizon Media, AOL, and private equity/innovation platforms .

Past Roles

OrganizationRoleTenureCommittees/Impact
Ethos Capital / Identity Digital Innovation LabsExecutive Partner (Ethos); Co-CEO, Innovation Labs (Identity Digital)2024–present; 2025–presentGuides tech/data investments; leads agentic identity innovation
LEO DIXFounding Principal2020–presentBoutique management consulting leadership
Verizon Media (AOL/Yahoo/HuffPost/TechCrunch/MAKERS)Chief Marketing & Communications Officer2015–2018Built global B2B/consumer marketing across 20+ brands; led programmatic advertising category
MAKERS (Verizon women’s media brand)Chief Executive Officer2016–2018Brand leadership and growth
AOL Inc.Chief Marketing Officer2013–2015Transformation through sale to Verizon; post-transaction integration

External Roles

OrganizationRoleTenureCommittees/Impact
Huntington Bancshares Inc. (HBAN)Independent Director2019–presentBanking/payments oversight; board service disclosed
Waddell & Reed Financial, Inc.Independent Director2020–2021Prior public board experience
Pier 1 Imports, Inc.Independent Director2018–2020Prior public board experience

Board Governance

  • Lead Independent Director responsibilities: calls executive sessions; presides over independent director meetings; liaises with Chair/CEO; consults on board agendas; engages with stockholders (Kline designated LID; structure separates CEO/Chair and LID) .
  • Committees: Chair, Nominating & Corporate Governance; Member, Audit .
  • Independence: Board determined Kline (and all non-employee directors) are independent under NYSE and SEC rules; audit/comp/nom committees fully independent .
  • Attendance: In FY2025, all directors attended ≥75% of board and committee meetings; Board met 5x; Audit 8x; Comp 8x; Nominating 4x; Cybersecurity 4x; executive sessions held regularly . In FY2024, all directors attended ≥75%; Board met 10x; Audit 9x; Comp 6x; Nominating 4x; Cybersecurity 4x; executive sessions held regularly .
  • Stockholder engagement: Fall 2024 outreach included Kline (as LID and Nom/Gov Chair) participating in meetings with holders representing ~27% of shares to discuss governance/compensation .
  • Election status: Standing for re-election at the December 11, 2025 Annual Meeting as a Class III director (term through 2028) .

Fixed Compensation

MetricFY2024FY2025
Cash fees earned$50,500 $75,000
Cash fee components (policy rates)Board retainer $32,500; LID $17,500; Audit member $10,000; Nom/Gov Chair $10,000 (effective July 1, 2024) Board retainer $35,000; LID $20,000; Audit member $10,000; Nom/Gov Chair $10,000; Cybersecurity member $7,500 (if applicable)
Total cash$50,500 $75,000

Notes: FY2024 cash was lower due to timing/proration of the LID designation (effective June 2024) .

Performance Compensation

ElementFY2024FY2025Terms
Annual RSU award (approx. fair value)$199,994 $200,010 Annual non-employee director RSUs ~ $200k; vest on earlier of next annual meeting or one year from grant
Initial RSU award (new directors)New directors receive ~ $400k RSUs at appointment; vest in three equal annual installments
OptionsNone disclosedNone disclosedBILL uses RSUs for directors; no performance conditions on director equity

Director equity awards are time-vested; no revenue/TSR metrics apply to non-employee directors (performance metrics cited in proxy apply to executive PSUs, not directors) .

Other Directorships & Interlocks

CompanyPotential Interlock Considerations
Huntington Bancshares (HBAN)Banking/payments exposure relevant to BILL’s financial institution partnerships; no related-party transactions disclosed with Kline
Waddell & Reed; Pier 1Historical roles; no current conflict noted

No related-party transactions involving Kline were disclosed; related-party items (e.g., Director Emeritus compensation; spouse employment of an executive) were reviewed under BILL’s policy and did not involve Kline .

Expertise & Qualifications

  • Top skills: Enterprise risk (cybersecurity, payments, regulatory), governance, sales/marketing .
  • Operating credentials: Led global marketing across 20+ digital brands at Verizon Media reaching >1B consumers; drove programmatic advertising category development .
  • Innovation/PE exposure: Executive Partner at Ethos; Co-CEO of Identity Digital’s Innovation Labs (agentic identity focus) .

Equity Ownership

MetricFY2024 (as of Sept 30, 2024)FY2025 (as of Oct 20, 2025)
Beneficially owned shares6,049 11,027
Ownership % of outstanding<1% <1%
RSUs/options outstanding (director awards)RSUs outstanding 2,883; options none RSUs outstanding 2,095; options none
Shares counted in footnotesCommon shares held: 6,049 Common shares held: 8,932 (beneficial ownership includes RSUs vesting within 60 days to reach 11,027)
Stock ownership guidelines5x annual cash retainer; all incumbents achieved or on track by June 30, 2025
Hedging/pledgingProhibited without approval; directors subject to insider trading policy

Governance Assessment

  • Board effectiveness: Kline’s dual role as LID and Nom/Gov Chair strengthens independent oversight, succession planning, governance evolution, and shareholder engagement—key for navigating activism and risk (e.g., Cybersecurity, payments compliance) .
  • Alignment: Director pay mix is balanced (cash + time-vested equity) with clear ownership guidelines; her beneficial ownership increased year-over-year, and guidelines target 5x cash retainer—supportive of “skin in the game” .
  • Independence & attendance: Confirmed independent status; ≥75% attendance; frequent executive sessions and committee activity bolster accountability .
  • Conflicts/red flags: No related-party transactions involving Kline; hedging/pledging prohibited; robust clawback and insider trading controls (clawback applies to executives) .
  • Shareholder signals: High 2024 Say-on-Pay support (~87%); Kline’s direct involvement in outreach enhances investor confidence in governance responsiveness .

Overall, Kline’s leadership in board governance, independence, and engagement supports investor confidence; compensation structure and ownership guidelines provide alignment, with no disclosed conflicts or attendance concerns .