Allison Mnookin
BILL HoldingsAbout Allison Mnookin
Allison Mnookin, age 55, is an independent director at BILL and Chair of the Compensation Committee. She holds an A.B. from Harvard University and an MBA from Harvard Business School, and has served on BILL’s board since July 2019; her current term expires in 2027 . A seasoned cloud/software operator, she previously led Intuit’s QuickBooks franchise and was CEO of QuickBase; she is also a Senior Lecturer at Harvard Business School focused on technology and operations management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harvard Business School | Senior Lecturer, Technology & Operations Management | Since 2017 | Academic expertise leveraged for governance and performance oversight |
| QuickBase, Inc. | Chief Executive Officer | 2016 | Led strategic spin-off and scaled to 500k+ business subscribers |
| Intuit, Inc. | GM & VP, QuickBase; GM, QuickBooks Main Street; Commercial Leader, Quicken Health; VP roles | 1997–2016 | Led $500M small business portfolio; drove fintech product commercialization including Quicken Loans/Health |
| Oracle Corporation | Senior Manager, Ecommerce | 1992–1996 | Enterprise tech operating experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| LPL Financial Holdings (Nasdaq: LPLA) | Director | Since 2018 | Current public company directorship |
| Fleetmatics Group PLC (formerly NYSE: FLTX) | Director | 2014–2016 | Prior public company board |
| Massachusetts Fintech Hub | Advisory Board Member | Since March 2022 | External industry engagement |
Board Governance
- Committees: Chair, Compensation Committee; current members include Mnookin (Chair), Wernikoff, Wagonfeld; Beth Johnson expected to join post-Annual Meeting .
- Prior committees: Served on Audit Subcommittee for Compliance & Payments Operations Risks in fiscal 2024 (with Reich as chair) .
- Independence: Board determined Mnookin is independent under NYSE and SEC rules; all Compensation Committee members are independent and non-employee directors .
- Attendance and engagement: In fiscal 2025, BILL’s Board met 5 times; Compensation Committee met 8 times; each director attended at least 75% of aggregate Board/committee meetings during their service period .
- Governance practices: Prohibition on hedging and restrictions on pledging by directors; director stock ownership guidelines (5x annual cash retainer) with all incumbents achieved or on track within five years .
- Say-on-Pay signal: 2024 Say-on-Pay approval ~87%, indicating strong investor support for compensation oversight (Mnookin chairs the committee) .
Fixed Compensation
| Category | Fiscal 2025 | Fiscal 2024 |
|---|---|---|
| Cash fees (reported) | $53,000 | $49,151 |
| Equity awards (grant-date fair value) | $200,010 RSUs | $199,994 RSUs |
| Total director compensation (reported) | $253,010 | $249,145 |
Director cash compensation policy (fiscal 2025):
- Base Board retainer: $35,000; Compensation Committee Chair fee: $15,000; Comp Committee member: $7,500; other committee fees per policy include Audit (Chair $20,000; member $10,000), Nominating & Governance (Chair $10,000; member $4,000), Cybersecurity (Chair $15,000; member $7,500), and Audit Subcommittee (Chair $8,000; member $4,000); paid quarterly and prorated as applicable .
Performance Compensation
| Component | Structure | Vesting/Performance Metrics |
|---|---|---|
| Initial RSU award (for new directors) | ~$400,000 grant value | Vests in 3 equal annual installments; time-based, no performance metrics disclosed |
| Annual RSU award (continuing directors) | ~$200,000 grant value (prorated for partial-year service) | Vests at earlier of next annual meeting or one year from grant; time-based, no performance metrics disclosed |
- No director PSUs or option grants as standard annual awards; equity is designed to align directors with shareholders via RSUs and time-based vesting; meeting fees not used in program .
Other Directorships & Interlocks
| Company | Relationship to BILL | Potential Interlock/Conflict Assessment |
|---|---|---|
| LPL Financial (LPLA) | External directorship | No related-party transactions involving Mnookin disclosed; Board maintains related-party standards; none flagged in proxy . |
| Fleetmatics (FLTX) | Former directorship | Historical role; no current overlap disclosed . |
- Compensation Committee interlocks: None—committee members were not officers or employees; no relationships requiring Item 404 disclosure in fiscal 2025/fiscal 2024 .
Expertise & Qualifications
- Top skills: Payments/FinTech; SaaS/Technology/Innovation; senior operating leadership .
- Track record: Scaled QuickBooks/QuickBase; led product commercialization and go-to-market for fintech products; Fortune 100 customer penetration; HBS educator in tech operations .
- Governance strengths: Compensation oversight, investor engagement participation; pay-for-performance alignment program design .
Equity Ownership
| Measure | Amount |
|---|---|
| Beneficial ownership (shares) | 61,870 total: 6,442 common + 53,333 options exercisable within 60 days of Oct 20, 2025; <1% of shares outstanding |
| RSUs outstanding (director grants as of 6/30/2025) | 2,095 units |
| Options outstanding (as of 6/30/2025) | 53,333 options (director legacy grants) |
| Ownership guidelines (directors) | 5x annual cash retainer; all incumbents achieved or expected within 5 years |
| Hedging/Pledging | Hedging prohibited; pledging restricted and strongly discouraged for directors |
Governance Assessment
- Strengths: Independent director and Compensation Chair; robust meeting activity; strong Say-on-Pay support (87% in 2024); equity alignment via RSUs; formal clawback, anti-hedging/pledging, and stock ownership guidelines; no related-party transactions involving Mnookin reported .
- Risks/Watch items: Activist engagement (Starboard Cooperation Agreement) increases governance scrutiny and pace of board refresh, requiring continued alignment and responsiveness from the Compensation Committee; Mnookin’s leadership will be central to dilution/SBC reduction execution highlighted for fiscal 2026+ .
- Attendance/engagement signal: Company-wide attendance ≥75%; Compensation Committee met 8 times; Mnookin’s chair role suggests high engagement, with prior participation in investor outreach alongside management and other directors .
- Policy signals: No tax gross-ups; clawback in place; director equity time-based vesting (no repricing or performance goal manipulation risk identified in director program) .
Overall, Mnookin presents as a governance-positive profile: independent, experienced operator in SMB fintech/software, leading compensation oversight with investor-supported outcomes and alignment policies; no direct conflicts or related-party exposures disclosed .