Beth Johnson
BILL HoldingsAbout Beth Johnson
Beth (“Elizabeth”) Johnson, age 54, is an Independent Director Nominee to BILL’s Board for the Class III term ending 2028; the Annual Meeting is scheduled for December 11, 2025. She holds a B.A. in Economics and Mathematical Methods in Social Sciences from Northwestern University and an MBA from Stanford Graduate School of Business. The Board has determined she meets NYSE and SEC independence standards; if elected, she is expected to join the Compensation Committee. Her core credentials span consumer banking, payments, AI-driven customer experience, and strategy, with senior roles at Citizens Financial Group, Bain & Company, and prior investment banking roles at Goldman Sachs and JPMorgan.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citizens Financial Group (NYSE: CFG) | Vice Chair & Chief Experience Officer | 2020–2025 | Led enterprise modernization of customer experience; oversaw real-time payments and bill pay; adopted AI platforms and advanced analytics to drive revenue and profitability. |
| Citizens Financial Group (NYSE: CFG) | EVP, Chief Marketing Officer & Head of Consumer Strategy | 2015–2020 | Enterprise strategy, marketing & comms; payments platforms oversight; digital design and data analytics leadership. |
| Citizens Financial Group (NYSE: CFG) | EVP & Head of Strategy | 2013–2015 | Corporate strategy leadership; long-term value creation focus. |
| Bain & Company | Partner (earlier roles 1998–2005) | 2005–2013 | Advised on strategy and enterprise transformation; customer experience focus across industries. |
| Goldman Sachs; JPMorgan Chase | Investment Banking (early career) | Not specified | Financial analysis and capital markets; strategic client advisory. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Invesco Ltd. (NYSE: IVZ) | Director | Since 2023 | Current public company board; enhances capital markets perspective. |
Board Governance
- Nomination: Class III nominee (with Derse, Hornik, Kline); term to 2028 if elected; nomination is part of a Cooperation Agreement with Starboard Value.
- Independence: Determined by the Board to meet NYSE and SEC independence standards; all non-employee directors are independent; independent directors meet in executive session.
- Committee assignment: Expected appointment to the Compensation Committee following the Annual Meeting (Comp Committee: Mnookin, Wernikoff, Wagonfeld; Johnson expected to join).
- Board leadership: Separate Lead Independent Director (Allie Kline) and Chair/CEO (René Lacerte); lead independent responsibilities include executive sessions and shareholder liaison.
- Meetings & attendance (FY25): Board met 5 times; Audit 8; Compensation 8; Nominating 4; Cybersecurity 4. Each FY25 director attended ≥75% of meetings of the Board/committees on which they served.
- Risk oversight: Cybersecurity Committee (privacy, AI, data governance) and an Audit Subcommittee for Compliance & Payments Operations Risk; reorganized risk allocation in 2023 given >$325B payments volume processed in FY25.
Fixed Compensation
| Component | Amount | Vesting/Timing | Notes |
|---|---|---|---|
| Annual Board retainer (cash) | $35,000 | Quarterly, prorated | For all non-employee directors. |
| Lead Independent Director fee | $20,000 | Quarterly, prorated | Role-based. |
| Audit Committee Chair | $20,000 | Quarterly, prorated | Committee role fees. |
| Audit Committee Member (non-chair) | $10,000 | Quarterly, prorated | Committee role fees. |
| Compliance & Payments Ops Risk Subcommittee Chair | $8,000 | Quarterly, prorated | Audit subcommittee fees. |
| Compliance & Payments Ops Risk Subcommittee Member | $4,000 | Quarterly, prorated | Audit subcommittee fees. |
| Compensation Committee Chair | $15,000 | Quarterly, prorated | Committee role fees. |
| Compensation Committee Member (non-chair) | $7,500 | Quarterly, prorated | Committee role fees. |
| Nominating & Corporate Governance Chair | $10,000 | Quarterly, prorated | Committee role fees. |
| Nominating & Corporate Governance Member | $4,000 | Quarterly, prorated | Committee role fees. |
| Cybersecurity Committee Chair | $15,000 | Quarterly, prorated | Committee role fees. |
| Cybersecurity Committee Member (non-chair) | $7,500 | Quarterly, prorated | Committee role fees. |
| Meeting fees | None | — | No per-meeting fees; reimbursement of reasonable travel/education expenses. |
- Director compensation program review: Compensia (FY25) found program competitive; Semler Brossy engaged for FY26 review; no FY25 changes recommended.
Performance Compensation
| Equity Award Type | Grant Value | Grant Date | Vesting | Notes |
|---|---|---|---|---|
| Initial Award (RSUs) for new directors | ≈$400,000 | Date of appointment | 3 equal annual installments | Policy applies to newly appointed directors; aligns compensation with shareholder value. |
| Annual Award (RSUs) for continuing directors | ≈$200,000 (prorated if applicable) | Each Annual Meeting date | Earlier of next Annual Meeting or 1-year from grant | Time-based vesting; supports ongoing alignment. |
- Instruments: RSUs under 2019 Equity Incentive Plan; non-employee directors receive RSUs (no performance-vested PSUs disclosed for directors).
- Hedging/pledging: Hedging prohibited; pledging strongly discouraged and requires prior approval.
Performance metrics table for director equity (none disclosed):
| Metric | FY25 Target | FY25 Actual | Notes |
|---|---|---|---|
| Performance-vested equity metrics (e.g., TSR/Revenue/EBITDA) | N/A | N/A | Director equity awards are time-based RSUs; no PSU metrics disclosed for directors. |
Other Directorships & Interlocks
| Company | Relationship to BILL | Role/Committee | Potential Interlock/Conflict |
|---|---|---|---|
| Invesco Ltd. (NYSE: IVZ) | External public board | Director | No related-party transactions with BILL disclosed; not a 5% BILL holder; low conflict risk. |
- Cooperation Agreement context: Johnson’s nomination is part of BILL’s agreement with Starboard Value, which also added Feld and Kirkpatrick and set board size constraints; Starboard will vote with Board recommendations at the 2025 Annual Meeting (limited exceptions).
Expertise & Qualifications
- Top skills (Board’s skill matrix): Payments/FinTech; Senior Operating Leadership; Strategy/M&A.
- Domain impact: Led adoption of AI platforms and advanced analytics in consumer banking; oversight of real-time payments and bill pay; strategy and customer experience transformation.
- Education: B.A. Northwestern; MBA Stanford GSB.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Beth Johnson | — (none reported) | <1% | As of Oct 20, 2025, no shares reported; star denotes less than 1% ownership. Total shares outstanding: 100,378,848. |
- Stock Ownership Guidelines: Directors must hold shares equal to 5× annual cash retainer; compliance required by end of fiscal year that includes the 5th anniversary of initial appointment/effective date; as of June 30, 2025, incumbents are compliant or expected to be within five years.
- Hedging/pledging restrictions: Hedging prohibited; pledging discouraged and requires prior approval.
Governance Assessment
- Independence and committee fit: Clear independence and expected Compensation Committee service strengthen oversight of pay-for-performance and human capital topics.
- Compensation alignment: Cash retainer modest; equity via time-based RSUs fosters long-term alignment without short-term performance gaming; robust ownership guidelines support skin-in-the-game.
- Engagement signals: Board separates Chair and Lead Independent roles; frequent executive sessions; broad risk oversight structure including specialized cybersecurity and payments risk bodies.
- Conflicts/related-party exposure: No Johnson-specific related-party transactions disclosed; no loans/payments or family transactions tied to Johnson; overall related-party standards enforced through Audit Committee review.
- RED FLAGS: None disclosed for Johnson. Note the Starboard Cooperation Agreement—while constructive for governance refresh, activist-linked nominations can signal increased performance pressure and potential strategic shifts; ongoing monitoring advised.
Overall, Beth Johnson’s payments/fintech and AI-enabled customer experience background, combined with independence and expected Compensation Committee role, is supportive of board effectiveness at BILL with low apparent conflict risk and sound alignment mechanisms.