Dan Wernikoff
BILL HoldingsAbout Dan Wernikoff
Independent director at BILL since January 2025; term expires at the 2026 annual meeting; age 54. He holds a B.A. in Finance from Miami University and an MBA from the University of Pittsburgh. Core credentials include CEO tenure at LegalZoom (led 2021 IPO and strategic shift to subscription), and senior leadership at Intuit across TurboTax and QuickBooks, with deep Payments/FinTech and SaaS expertise; he brings a decade of payments leadership and prior roles in online banking/brokerage at Charles Schwab and Bank One . He serves on the Compensation Committee and is classified as an independent director under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LegalZoom.com, Inc. (Nasdaq: LZ) | Chief Executive Officer | 2019–2024 | Led IPO (2021), pivoted to subscription model; 67% revenue growth during tenure |
| Intuit Inc. (Nasdaq: INTU) | EVP & GM, Consumer Group (TurboTax) | 2016–2018 | Launched TurboTax Live (AI-enabled assisted tax platform) |
| Intuit Inc. | EVP & GM, Small Business Group (QuickBooks) | 2014–2018 | Drove QuickBooks’ transformation to a global cloud ecosystem |
| Intuit Inc. | SVP & GM, Financial Management Solutions (QuickBooks, Payments, Capital) | 2010–2013 | Product and P&L leadership across software and payments |
| Intuit Inc. | VP, Product & Marketing, Small Business Group | 2009–2010 | Product/marketing leadership |
| Intuit Inc. | Product Mgmt & User Experience (QuickBooks) | 2008–2009 | UX/product responsibilities |
| Intuit Inc. | Product Mgmt, Payments | 2003–2008 | Payments product leadership; decade of payments experience |
| Charles Schwab Corp. (NYSE: SCHW) | Director of Product Management | 1999–2003 | Online banking/brokerage product leadership |
| Bank One Corp. (now JPMorgan Chase) | Senior Product Manager; Corporate Finance Officer | 1995–1999 | Product/finance roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| LegalZoom.com, Inc. (Nasdaq: LZ) | Board Experience | 2019–2024 | Listed under “Board Experience” in BILL proxy |
Board Governance
- Committee assignments: Compensation Committee member; Compensation Committee is fully independent; chair is Allison Mnookin; members include Brian Jacobs, Alison Wagonfeld, and Dan Wernikoff. Post-Annual Meeting, Beth Johnson expected to join; Mnookin remains Chair; Wernikoff and Wagonfeld continue as members .
- Independence: Board determined Wernikoff (and other named directors) meet NYSE and SEC independence requirements; all Audit, Compensation, and Nominating & Corporate Governance Committee members are independent .
- Attendance: In fiscal 2025 the Board met five times; each director attended at least 75% of Board and applicable committee meetings; Audit Committee met 8 times; Compensation Committee 8; Nominating & Corporate Governance 4; Cybersecurity 4. Independent directors hold regular executive sessions without management .
- Governance practices: Stock ownership guidelines for directors; clawback for executives; anti-hedging and restricted pledging for directors/executives; robust risk oversight (including cybersecurity and payments operations risk subcommittee) .
Fixed Compensation
| Fiscal Year | Cash Retainer and Committee Fees ($) | Equity Grant – RSUs Fair Value ($) | Total ($) |
|---|---|---|---|
| 2025 | $19,479 | $400,004 (initial RSU grant) | $419,484 |
- Program structure (fiscal 2025): Board cash retainer $35,000; Compensation Committee member fee $7,500; Chair fee $15,000; Audit member $10,000; Audit Chair $20,000; Cybersecurity member $7,500; Chair $15,000; Nominating member $4,000; Chair $10,000; Lead Independent Director $20,000. Cash paid quarterly and prorated for partial service (explains Wernikoff’s $19,479 for part-year service) .
- Equity design (directors): Annual Award ~$200,000 RSUs granted at the annual meeting, prorated for mid-year joins; Initial Award ~$400,000 RSUs at appointment; annual award vests on earlier of next annual meeting or one year; initial award vests in three equal annual installments; service-based vesting only .
Performance Compensation
| Award Type | Grant Value ($) | Grant Date | Vesting | Performance Metrics |
|---|---|---|---|---|
| Initial RSU (Director) | ~$400,000 | Appointment in Jan 2025 | 3 equal annual installments (service-based) | None; time-based RSUs only |
| Annual RSU (Director, prorated) | ~$200,000 (program level) | At annual meeting (prorated) | Vests by next annual meeting or 1 year | None; time-based RSUs only |
Directors at BILL do not receive performance-conditioned equity; RSUs are service-based only, aligning with typical non-employee director practices .
Other Directorships & Interlocks
- Current public company boards: BILL (Independent Director; Compensation Committee member) .
- Prior public company board experience: LegalZoom.com, Inc. (2019–2024) listed under “Board Experience” .
- Committee interlocks: None; Compensation Committee members in fiscal 2025 were not officers/employees and had no Item 404 related relationships requiring disclosure .
- Related party transactions: None disclosed for Wernikoff; the proxy states no family relationships among directors/executives .
Expertise & Qualifications
- Top skills: Payments/FinTech; SaaS/Technology/Innovation; Senior Operating Leadership .
- Notable achievements: Led LegalZoom’s 2021 IPO and subscription transformation with 67% revenue growth; oversaw launch of TurboTax Live; guided QuickBooks’ shift to global cloud ecosystem; decade of payments leadership; insights from Schwab and Bank One .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Dan Wernikoff | — (less than 1%) | * (<1%) |
| Outstanding RSU/Option Positions (as of 6/30/2025) | Options: —; RSUs: 4,593 | — |
- Director stock ownership guidelines: Non-employee directors must hold shares equal to 5x the annual cash retainer; only directly/beneficially owned shares counted (including vested/deferred RSUs); compliance expected within five years of appointment; as of June 30, 2025 all incumbent non-employee directors had achieved or were expected to achieve within five years .
- Hedging/pledging: Hedging prohibited; pledging restricted and strongly discouraged without Chief Compliance Officer approval .
Governance Assessment
- Board effectiveness and independence: Wernikoff strengthens product-led, payments/SaaS oversight; independent director and active member of an all-independent Compensation Committee that engages independent consultants (Compensia for FY25; Semler Brossy for FY26), supporting robust pay governance .
- Attendance/engagement: Met at least the 75% attendance threshold in a year with active committee cadence (Compensation Committee met eight times), indicating solid engagement .
- Alignment and incentives: Director compensation weighted to equity via RSUs with clear vesting schedules; initial $400k grant aligns with shareholder value creation while avoiding performance metric complexity typical for directors; cash fees prorated for tenure .
- Conflicts and red flags: No Item 404 related-party transactions or committee interlocks disclosed; anti-hedging/pledging policies in place; no family relationships; overall low risk indicators. Watchlist: early-stage ownership shows “—” beneficially owned as of Oct 20, 2025, but RSUs outstanding and a five-year guidelines window mitigate “skin-in-the-game” concerns for a January 2025 appointee .
Overall signal: Governance profile supports investor confidence—independence, active Compensation Committee participation, and equity-centric director pay. No material conflicts disclosed; attendance and committee activity are solid, with strong external operating credentials enhancing board oversight .