Ken Moss
BILL HoldingsAbout Ken Moss
Ken Moss is Chief Technology Officer at BILL, age 59, and joined the company in April 2023. He holds a B.A. in Molecular Biology from Princeton University and previously led large-scale technology organizations at Electronic Arts, eBay, CrowdEye, and Microsoft across data, marketplaces, and search . During fiscal 2025, BILL delivered 13% total revenue growth to $1,462.6 million, Core Revenue of $1,300.8 million (+16% y/y), and Non-GAAP Operating Income of $239.5 million (+22% y/y), which drove full achievement of financial PSUs at 100.2% and a 125.1% payout under the annual cash bonus plan; Moss’s equity and cash incentives were tied directly to these metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Electronic Arts (EA) | Chief Technology Officer | 2014–2022 | Led global technology at a scaled digital entertainment company |
| eBay | VP of Marketplaces Technology, Science and Data | 2011–2014 | Drove marketplace tech, data, and science initiatives to support e-commerce scale |
| CrowdEye | CEO and Co‑Founder | 2008–2011 | Built social search technology; founder-operator experience |
| Microsoft | General Manager; Director of Development; Founder of Internet Search; other roles | 1988–2008 | Founded Internet Search, led engineering/Dev organizations across search and platform |
External Roles
No external public company directorships or committee roles for Ken Moss are disclosed in BILL’s proxy statement .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | $415,000 | $450,000 (↑8.4% y/y) |
| Target Bonus (% of Base) | 60% | 60% |
| Target Bonus ($) | $249,000 | $270,000 |
| Actual Bonus Paid ($) | — | $337,770 |
| FY26 Target LTI vs FY25 | FY 2025 | FY 2026 |
|---|---|---|
| Total Annual Target LTI ($) | $7,000,000 | $4,690,000 (−33%) |
| Time-Based (% of LTI) | 60% | 50% |
| Performance-Based (% of LTI) | 40% | 50% |
Performance Compensation
| Incentive Component | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus – Core Revenue | 50% | $1,300.0m | $1,300.8m | 100% factor | Cash at year-end |
| Annual Cash Bonus – EBITDA Less Float | 50% | $41.0m | $81.0m | 150% factor | Cash at year-end |
| Annual Cash Bonus – Corporate Payout | — | — | — | 125.1% of target | Cash at year-end |
| Financial PSUs (FY25) | 25% (of LTI) | Core Revenue $1,300.0m; Non-GAAP OI guardrail $190.7m | Core Revenue $1,300.8m; Non-GAAP OI $239.5m | 100.2% achieved (Moss: 23,789 PSUs) | 1/3 at certification; remainder quarterly over 2 years |
| TSR PSUs (FY25, Russell 3000) | 15% (of LTI) | 50th percentile = 100% | Ongoing 3-year program | 25th=50%; 85th=max 200% | 100% cliff at 3 years |
| RSUs (FY25 annual) | 60% (of LTI) | — | — | Time-based | 16 equal quarterly installments over 4 years |
| Retention RSU (Sep 2024) | Separate | — | — | Time-based | 50% at ~1 year; 50% at ~2 years |
| FY25 Grants Detail (Shares and Grant-Date Fair Value) | Shares | Grant-Date Fair Value ($) |
|---|---|---|
| RSU (Annual) | 56,980 | $2,891,735 |
| Retention RSU | 37,987 | $1,927,840 |
| Financial PSUs (Target) | 23,742 | $1,204,907 |
| TSR PSUs (Target) | 14,245 | $1,089,030 |
Equity Ownership & Alignment
| Beneficial Ownership Breakdown (as of Oct 20, 2025) | Shares/Units |
|---|---|
| Direct shares held by Ken Moss | 120,378 |
| Shares held by spouse | 3,584 |
| RSUs vesting within 60 days (Moss) | 25,329 |
| Spouse equity vesting/exercisable within 60 days | 3,463 |
| Stock Ownership Guidelines (Executives) | Requirement | Compliance Window |
|---|---|---|
| Other Executive Officers (incl. CTO) | 2x base salary in share value (beneficially owned; excludes unvested awards) | Up to 5 years from later of policy effective date or exec designation |
| Hedging/Pledging | Hedging prohibited; pledging prohibited unless pre‑approved (strongly discouraged) | Ongoing |
| Outstanding Equity Awards (as of June 30, 2025) | Award Type | Unvested/Unearned Units | Market Value ($) |
|---|---|---|---|
| 5/17/2023 Stock Awards (RSUs) | RSUs | 66,988 | $3,098,865 (at $46.26) |
| 8/15/2023 Equity Incentive (PSUs) | PSUs (uneearned) | 4,702 | $217,515 |
| 9/16/2024 RSUs (Annual) | RSUs | 46,297 | $2,141,699 |
| 9/16/2024 Financial PSUs (Achieved) | PSUs | 23,789 | $1,100,479 |
| 9/16/2024 TSR PSUs | PSUs (uneearned) | 14,245 | $658,974 |
| 9/16/2024 Retention RSU | RSUs | 37,987 | $1,757,279 |
| FY25 RSU/PSU Vesting Mechanics | Schedule |
|---|---|
| RSU (Annual) | Quarterly over 4 years |
| Retention RSU | 50% after ~1 year; 50% after ~2 years |
| Financial PSUs | 1/3 at certification; remainder quarterly over 2 years |
| TSR PSUs | 3-year cliff (relative TSR vs Russell 3000) |
FY25 realized vesting: Moss had 44,177 shares vest from RSUs in FY25, realizing $2,704,366 in value on vesting .
Employment Terms
| CIC/Severance Policy (Executives) | Outside CIC | Within CIC Window (3 months pre after definitive agreement to 12 months post) |
|---|---|---|
| Cash Severance | 6 months base salary | 12 months base salary + 100% target bonus (CEO has higher terms) |
| Prorated Current Year Bonus | Yes (months served) | Yes (months served) |
| Medical Benefits | Premiums paid for severance period | Premiums paid for severance period |
| Equity Acceleration | None (standard) | 100% acceleration of unvested equity (double trigger; subject to PSU terms) |
| Trigger Type | Single termination without cause | Double trigger required (termination + change in control) |
| Ken Moss – Estimated Payments if Terminated on June 30, 2025 | No CIC | With CIC |
|---|---|---|
| Cash Severance | $225,000 | $720,000 |
| Prorated Bonus | $270,000 | $270,000 |
| Medical Benefits | $23,341 | $46,683 |
| Accelerated Vesting Value | — | $8,576,511 |
| Total | $518,341 | $9,613,194 |
Additional terms:
- Offer letters for executives provide at-will employment, eligibility for annual incentive opportunities, and standard confidential information and invention assignment agreements; indemnification agreements apply to executive officers .
- TSR PSU and Financial PSU treatment upon CIC is spelled out, including performance determination at sale price for TSR PSUs and deeming Financial PSUs at the greater of target or actual Core Revenue with subsequent time-vesting eligible for double-trigger acceleration .
Investment Implications
- Retention risk and AI leverage: Moss’s FY25 base salary was the only executive cash comp increased, reflecting market demand for AI leadership; the Compensation Committee added a special two-year retention RSU to mitigate poaching risk—both signal the company’s reliance on his AI-oriented execution .
- Alignment and pay-for-performance: Moss’s incentive mix skews toward equity (60% RSUs; 40% PSUs in FY25) and performance metrics directly tied to Core Revenue growth and profitability, with FY25 Financial PSUs achieved at ~100%—supportive of pay-performance linkage and execution quality .
- Vesting cadence and potential selling pressure: Quarterly RSU vesting and scheduled PSU vesting over two years post-certification create ongoing issuance and potential tax-related share sales; a concentrated retention RSU cliff at ~12 and ~24 months is a timing focus for supply dynamics .
- Change-of-control economics: Double-trigger protection and full equity acceleration imply substantial realized value ($8.6m accelerated vesting for Moss in modeled CIC), aligning executives to pursue shareholder-value transactions while limiting distractions—watch for governance shifts given recent cooperation with Starboard .
- Governance and risk controls: Robust clawback, anti-hedging/pledging, and stock ownership guidelines (2x salary for Moss’s role) reduce misalignment and speculative risk; related-party employment of Moss’s spouse is disclosed with compensation noted as commensurate, moderating conflict concerns .
Overall, Moss’s package emphasizes retention and performance alignment around growth/profit objectives critical to BILL’s SMB finance platform strategy, with vesting structures that merit monitoring for near-term supply events and potential insider 10b5‑1 activity (company notes such plans may be used by executives, though individual adoption is not disclosed) .