Brian Jacobs
BILL HoldingsAbout Brian Jacobs
Independent director of BILL since August 2007; member of the Compensation Committee. Age 63 (as disclosed in 2024) with core credentials as a venture investor (Founder & General Partner, Emergence Capital; Founder & Managing Partner, Moai Capital) and lecturer in venture finance at Stanford GSB; education includes B.S./M.S. Mechanical Engineering (MIT) and MBA (Stanford) . Determined independent under NYSE and SEC rules; will not stand for re‑election and will retire from the Board at the 2025 Annual Meeting on December 11, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Emergence Capital Partners | Founder & General Partner | January 2003 – Present | Focus on early-stage enterprise software; SaaS/B2B cloud growth investing |
| Moai Capital | Founder & Managing Partner | May 2019 – Present | Seed-stage investing; SaaS/FinTech focus |
| Stanford Graduate School of Business | Faculty (Venture Capital Finance) | 2018 – Present | Educates on VC finance; ecosystem expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various privately held companies | Director | Not specified | Serves on several private boards (not enumerated) |
Board Governance
| Item | Status |
|---|---|
| Committee memberships | Compensation Committee member |
| Committee chair roles | None disclosed |
| Independence status | Independent director (Board determined) |
| Attendance | Each director attended ≥75% of Board and served-committee meetings in FY2024 and FY2025 |
| Years of service | Director since August 2007; current term expires 2025 |
| Retirement timing | Will not stand for re‑election; ceases service at the 2025 Annual Meeting (Dec 11, 2025) |
| Lead Independent Director | Not Jacobs; LID is Allie Kline |
| Interlocks | Compensation Committee members had no relationships requiring disclosure under Item 404 (no interlocks/insider participation issues) |
Fixed Compensation
| Component | FY 2024 | FY 2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $40,000 | $42,500 |
| Board cash retainer policy (company-wide) | $32,500 (effective FY2024) | $35,000 |
| Compensation Committee member fee (non‑chair) | $7,500 | $7,500 |
- Non‑employee directors receive cash fees only as retainer and committee fees; no meeting fees; other compensation limited to reasonable expense reimbursement .
Performance Compensation
| Component | FY 2024 | FY 2025 |
|---|---|---|
| Stock Awards ($) | $199,994 | $200,010 |
| RSUs outstanding at fiscal year‑end (#) | 2,883 | 2,095 |
| Options outstanding (#) | — | — |
- Non‑employee director equity: Initial Award RSUs ≈$400,000 vest in 3 equal annual installments; Annual RSU Award ≈$200,000 vests at the earlier of the next AGM or one year from grant, subject to continued service .
- Performance metrics tied to director compensation: None disclosed for non‑employee directors (director equity is time‑based RSUs) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Private company boards | Serves on boards of several privately held companies |
| Committee interlocks | Compensation Committee members (including Jacobs) had no Item 404 related-party relationships; none served in interlocking roles at other issuers |
Expertise & Qualifications
- Expertise: Payments/FinTech; SaaS/Technology/Innovation; Strategy/M&A (as summarized in Board bio) .
- Education: B.S./M.S. Mechanical Engineering (MIT); MBA (Stanford GSB) .
Equity Ownership
| Metric | As of 9/30/2024 | As of 10/20/2025 |
|---|---|---|
| Total beneficial ownership (shares) | 224,524 | 229,502 |
| Ownership as % of shares outstanding | <1% | <1% |
| Direct holdings (shares) | 29,559 | 7,442 |
| Trust/indirect holdings (shares) | 194,965 | 219,965 |
| RSUs/options counted in 60‑day window | Not applicable for Jacobs in footnotes; table shows no options and RSUs tracked separately | |
| Pledged/hedged shares | Prohibited by Insider Trading Policy (no pledging; no hedging) |
- Director stock ownership guidelines: 5× annual cash retainer; all incumbent non‑employee directors had achieved or were expected to achieve within five years as of June 30, 2025 .
Governance Assessment
- Board effectiveness and independence: Long‑tenured independent voice on the Compensation Committee; Board confirms independence and ≥75% attendance; no related‑party transactions or interlocks flagged for Jacobs .
- Pay alignment and incentives: Director pay is heavily equity‑based via time‑vested RSUs, aligning with shareholder outcomes; cash fees rose modestly with policy update (board retainer increased to $35k in FY2025) while equity grants remained ~$200k annually .
- Ownership alignment: Meaningful beneficial ownership (229,502 shares as of Oct 20, 2025) with the majority held via a family trust; no pledging/hedging permitted, and directors subject to robust ownership guidelines .
- Potential conflicts or related-party exposure: None disclosed for Jacobs; Compensation Committee members had no relationships requiring Item 404 disclosure; company maintains strict related‑party review and committee independence .
- Signals impacting investor confidence: Retirement at the 2025 AGM fits broader Board refresh (including new independent directors and cooperation agreement with Starboard) and does not present a governance red flag; Board retains separate Lead Independent Director and expanded risk oversight via Cybersecurity and Payments Risk subcommittee .
- Say‑on‑Pay context: Prior advisory vote approval was 91% in 2023 following enhanced pay‑for‑performance design; ongoing shareholder engagement and compensation consultant independence maintained .
RED FLAGS: None identified for Jacobs in disclosed materials (no related‑party transactions, pledging, hedging, or attendance issues). Retirement timing is disclosed and part of structured refresh; compensation remains standard for non‑employee directors .