John Rettig

About John Rettig

John Rettig is President and Chief Operating Officer of BILL, a role he assumed on July 7, 2025 after serving as President & Chief Financial Officer; he joined BILL in June 2014. He is 60 years old and holds a B.S. from Saint Mary’s College of California . In fiscal 2025, BILL achieved Core Revenue of approximately $1,300.8 million and EBITDA Less Float of approximately $81.0 million; the annual bonus corporate performance factor paid at 125.1% of target based on these results . Pay-versus-performance disclosures show the value of a $100 investment in BILL at $51 vs peer group at $282 for 2025, with Core Revenue of $1,300.8 million and net income of $23.8 million, highlighting both revenue scale and relative TSR underperformance in the period disclosed .

Past Roles

External Roles

Fixed Compensation

Multi-year summary compensation (amounts per SEC SCT; equity at grant-date fair values):

Additional fixed comp references:

• Base salary policy: John Rettig’s base was $500,000 in both fiscal 2024 and 2025 (no change) .
• Target bonus opportunity: 100% of base salary for FY2025; FY2024 blended target 93% due to a promotion on November 2, 2023 .

Performance Compensation

Annual Cash Bonus – FY2025 Design and Payout

Long-Term Incentive (LTI) Mix and FY2025 Grants

• FY2025 target LTI mix for Rettig: 50% time-vesting RSUs; 30% Financial PSUs; 20% Relative TSR PSUs .
• FY2025 award details (granted 9/16/2024) :
  • RSUs: 113,960 shares; grant-date FV $5,783,470
  • Financial PSUs (at target): 68,376; threshold/target/maximum 34,188 / 68,376 / 136,752; grant-date FV $3,470,082
  • Relative TSR PSUs (at target): 45,584; threshold/target/maximum 22,792 / 45,584 / 91,168; grant-date FV $3,484,897

Performance equity terms (plan design):

• Financial PSUs: 1-year performance period on Core Revenue, subject to a Non‑GAAP Operating Income threshold; 1/3 vests at certification, remaining 2/3 vests quarterly over two years. Payout scale: 50% at 85% of target, 100% at 100%, 200% at 130%; capped at 100% if the non-GAAP OI threshold is not met .
• Relative TSR PSUs: 3-year performance vs Russell 3000; 50% payout at 25th percentile, 100% at 50th, 200% at 85th; 100% cliff vest at end of performance period .

FY2025 realized equity vesting (liquidity signal):

• Shares acquired on RSU vesting in FY2025: 69,747 for Rettig; aggregate value realized on vesting: $4,282,064 (based on vest-date prices) .

Equity Ownership & Alignment

Beneficial Ownership (as of October 20, 2025)

Outstanding Equity Awards (as of June 30, 2025)

Vesting mechanics and policies:

• RSUs vest quarterly over four years (new hires may have one-year cliff; not applicable to Rettig’s FY25 annual grant) .
• FY2025 Financial PSUs: 1-year performance, then 1/3 vests at certification and balance vests quarterly over two years .
• FY2024/2025 TSR PSUs: 3-year cliff vesting based on relative TSR; CIC measurement uses sale price; achieved PSUs vest in quarterly installments from the performance period start and are double-trigger eligible .
• Special December 2021 Rettig PSUs have stock price goals; none achieved as of 6/30/25; CIC achievement determined by deal price with interpolation; any achieved units convert to time-based vesting and are double-trigger eligible .
• Stock ownership guidelines: CEO 5x salary; CFO 3x; other executive officers 2x salary; only directly/beneficially owned shares, vested RSUs held/ deferred, exercised option shares, and trust-held shares count. Executives have until the fiscal year including the fifth anniversary to comply; exceptions may be made for hardship .
• Clawback: Board adopted in September 2023 per SEC/Nyse rules; covers incentive compensation for the three prior fiscal years in event of restatement .
• Anti-hedging and anti-pledging: Hedging prohibited; pledging prohibited without Chief Compliance Officer approval and strongly discouraged .

Employment Terms

Offer Letters and At-Will Status

• Executives have at-will employment letters setting initial base salary and incentive eligibility; standard confidential information, invention assignment, and indemnification agreements apply .

Change in Control (CIC) and Severance Agreements

• Outside CIC (qualifying termination without cause): For President & COO, lump sum cash equal to 12 months base salary; prorated target bonus for the fiscal year of termination; company-paid medical premiums for the same duration as salary severance .
• Double-trigger CIC (termination without cause or resignation for good reason within 3 months pre‑signing of a definitive CIC agreement or 12 months post‑CIC): For executive officers, 12 months base salary + 100% of target bonus, prorated target bonus for year of termination, 100% acceleration of then‑unvested equity (unless performance award agreement provides otherwise), and company-paid medical premiums for the salary severance period. CEO receives larger multiples; agreements renew automatically on a 3‑year cycle unless notice is given .

Estimated Potential Payments (as of June 30, 2025; stock at $46.26)

Performance & Track Record

• FY2025 execution delivered Core Revenue of ~$1,300.8m and EBITDA Less Float of ~$81.0m, driving 125.1% corporate bonus payout for executives, including Rettig .
• Strategic focus articulated by Rettig emphasizes shifting to higher-value mid‑market customers to drive ARPU, multi‑product adoption, and stronger unit economics; he described this as an evolution to a deliberate go‑to‑market and product strategy with procurement, multi‑entity, bulk pay, and supplier payments features .
• Pay-versus-performance shows relative TSR underperformance versus the peer index for the periods presented (Company $51 vs Peer Group $282 on a $100 base for 2025), alongside rising Core Revenue and positive net income in 2025 as disclosed .

Risk Indicators & Red Flags

• No hedging permitted; pledging prohibited without pre‑approval, which is strongly discouraged, reducing alignment risks associated with derivatives or collateralization .
• Clawback policy in place per SEC/NYSE rules, covering incentive compensation for restatement periods .
• No disclosures of related-party transactions, options repricing, or tax gross‑ups for Rettig in the cited materials. If present elsewhere, they were not identified in the latest proxy excerpts reviewed.

Compensation Structure Analysis

• High equity mix with performance emphasis: FY2025 LTI allocated 50% RSUs, 30% Financial PSUs, 20% TSR PSUs for Rettig, reinforcing pay-for-performance while retaining time-based elements .
• FY2025 bonus funded above target due to strong profitability (“nearly doubled” EBITDA Less Float vs target), with revenue at target, suggesting balanced focus on growth and profitability .
• Realized pay sensitivity: Company highlights ~61% reduction in realized vs target compensation for Rettig in FY2025, evidencing program responsiveness to stock performance and performance outcomes (methodology noted by company) .

Equity Ownership & Alignment – Additional Liquidity/Pressure Signals

• FY2025 RSU vesting resulted in 69,747 shares delivered to Rettig ($4.28m aggregate value realized), indicating ongoing annual liquidity from time-based vest schedules .
• Substantial unvested RSUs and unearned PSUs (including FY2025 grants) vest largely in quarterly installments post‑performance certification and/or after the 3‑year TSR period, supporting retention but implying periodic settlement-related trading needs (subject to trading windows and plans) .

Employment Terms – Policy Notes

• Executive stock ownership guidelines: Other executive officers must hold stock equal to 2x base salary (CFO 3x; CEO 5x); counting only directly/beneficially owned shares and vested/held RSUs, not unvested awards .
• At‑will employment; non‑compete/non‑solicit terms are not specifically disclosed in the cited sections; standard confidentiality/invention assignment and indemnification agreements apply .

Investment Implications

• Alignment: High proportion of at‑risk pay via PSUs and RSUs plus robust clawback and anti‑hedging/pledging policies support shareholder alignment; ownership guidelines further anchor skin‑in‑the‑game, though Rettig’s reported beneficial ownership is <1% of shares outstanding .
• Retention: Large unvested RSU/PSU overhang and quarterly vesting cadence enhance retention but create recurring settlement-driven liquidity that can contribute to steady insider supply; double‑trigger CIC acceleration standard for software peers reduces takeover‑related retention risk but can amplify deal‑related dilution .
• Performance linkage: FY2025 bonus construct tied 50/50 to Core Revenue and EBITDA Less Float, with above-target payout driven by profitability outperformance—supporting a pivot to profitable growth; TSR PSU inclusion increases external performance discipline, though pay‑versus‑performance TSR indicates underperformance vs peers in the disclosed period .
• Execution risk: Rettig’s strategy emphasizes moving up-market to mid‑market customers and multi‑product adoption, which should improve unit economics and ARPU but may extend sales cycles and ramp times; delivery against this evolution is a key lever for value creation .