Keri Gohman
BILL HoldingsAbout Keri Gohman
Keri Gohman, age 49, is an independent director of BILL, appointed in January 2025, serving on the Audit Committee and the Compliance and Payments Operations Risk Subcommittee of the Audit Committee; she holds a B.A. from Liberty University and an MBA from Lynchburg College . She is currently Chief Executive Officer of PatientNow, bringing over 20 years of leadership at the intersection of payments, banking, and accounting, with core credentials in finance/accounting, payments/fintech, and senior operating leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PatientNow, Inc. | Chief Executive Officer | 2025–present | Leads embedded and digital solutions for SMBs; focuses on receivables and payment services . |
| CARET | Chief Executive Officer | 2022–2024 | Led strategic transformation including rebranding and divesting a subsidiary to sharpen SaaS focus . |
| Bain Capital Ventures, LP | Partner | 2019–2022 | Advised technology clients; deep expertise in integrated payment solutions . |
| Xero Limited (ASX: XRO) | Chief Platform Business Officer; President, Xero Americas | 2018–2019; 2016–2018 | Led innovation of new financial service offerings; scaled digital ecosystem . |
| Capital One Financial Corporation (NYSE: COF) | EVP, Head of Small Business Bank; SVP roles in Deposits & Payments; Digital Banking Models; VP Sales & CX | 2013–2016; 2012–2013; 2010–2012; 2008–2010 | Oversaw payments/lending across channels, regulatory engagements, credit risk; advanced digital transformation . |
| Intuit Inc. (Nasdaq: INTU) | Director, Sales & Support; Director, Global Professional Services Business | 2006–2008; 2004–2006 | Grew professional services; operational leadership . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PatientNow, Inc. | Board Experience; CEO | Since 2025 | Private company; healthcare practice management platform . |
| CARET | Board Experience; CEO | 2022–2024 | Legal practice management SaaS; led restructuring . |
| Passport Labs, Inc. | Board Experience | 2021–2024 | Private mobility/payments platform . |
| Pleo Holdings ApS | Board Experience | 2021–2024 | Bain Capital Ventures portfolio company; fintech . |
Board Governance
- Committee assignments: Audit Committee member (current), Compliance and Payments Operations Risk Subcommittee member (current); post-Annual Meeting expected Audit Committee composition includes Kirkpatrick (Chair), Derse (member), with Gohman and Reich continuing as members .
- Independence: The Board determined Gohman meets NYSE and SEC independence standards; all members of the Audit, Compensation, and Nominating & Corporate Governance Committees are independent .
- Attendance: In fiscal 2025, each director attended at least 75% of Board and applicable committee meetings; Board met 5 times; Audit Committee met 8 times; Cybersecurity and Nominating Committees each met 4 times; Compensation Committee met 8 times .
- Risk oversight: The Audit Committee oversees financial, controls, and related-party reviews; the Compliance and Payments Operations Risk Subcommittee specifically oversees payments operations, money-movement regulatory compliance, and material incidents reporting—aligned with BILL’s ~$325B fiscal 2025 processed payments scale .
Fixed Compensation
| Component | Fiscal 2025 Amount ($) | Notes |
|---|---|---|
| Cash fees (Board/committee retainers, prorated) | 22,458 | As reported in fiscal 2025 Director Compensation table . |
| Stock awards (RSUs, grant date fair value) | 400,004 | Initial Award upon appointment (RSUs); ASC 718 fair value . |
| Total | 422,463 | Sum of cash + equity . |
| Non-Employee Director Cash Retainers (FY2025) | Amount ($) |
|---|---|
| Board annual cash retainer | 35,000 |
| Lead Independent Director | 20,000 |
| Audit Committee Chair | 20,000 |
| Audit Committee Member (non-chair) | 10,000 |
| Compliance & Payments Ops Risk Subcommittee Chair | 8,000 |
| Compliance & Payments Ops Risk Subcommittee Member (non-chair) | 4,000 |
| Compensation Committee Chair | 15,000 |
| Compensation Committee Member (non-chair) | 7,500 |
| Nominating & Corporate Governance Chair | 10,000 |
| Nominating & Corporate Governance Member (non-chair) | 4,000 |
| Cybersecurity Committee Chair | 15,000 |
| Cybersecurity Committee Member (non-chair) | 7,500 |
| Director Equity Vesting Program | Terms |
|---|---|
| Initial Award | RSUs valued ≈$400,000 on appointment; vests in 3 equal annual installments on each anniversary, subject to continued service . |
| Annual Award | RSUs valued ≈$200,000 at each annual meeting (prorated for mid-year joins); vests at next annual meeting or one year from grant, subject to continued service . |
Performance Compensation
- No performance-conditioned director compensation disclosed; non-employee director RSUs vest time-based under the Initial and Annual Award policy (no explicit performance metrics) .
- Company-wide Compensation Clawback Policy and prohibitions on hedging and restrictions on pledging apply to executive officers and directors, supporting pay-for-performance and alignment practices .
| Performance Metrics Tied to Director Compensation | Status |
|---|---|
| Revenue growth, EBITDA, TSR, ESG metrics | Not applicable to non-employee director RSUs; time-based vesting only . |
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlocks/Conflicts |
|---|---|---|---|
| PatientNow, Inc. | Private | Board Experience; CEO | No related-party transactions disclosed involving Gohman . |
| CARET | Private | Board Experience; CEO | No related-party transactions disclosed involving Gohman . |
| Passport Labs, Inc. | Private | Board Experience | No related-party transactions disclosed involving Gohman . |
| Pleo Holdings ApS | Private | Board Experience | No related-party transactions disclosed involving Gohman . |
The “Certain Relationships and Related Party Transactions” section during the covered period lists a Starboard cooperation agreement reimbursement cap, a director emeritus arrangement, and employment of an executive spouse; none involve Gohman .
Expertise & Qualifications
- Top skills: Finance/Accounting; Payments/FinTech; Senior Operating Leadership—assigned in the Board’s skills matrix and detailed in her biography .
- Operational track record: P&L management; scaling SaaS businesses; embedded payment solutions; regulatory engagement and credit risk oversight from Capital One and Xero experience .
- SMB focus: Leadership roles centered on SMB financial operations and digital transformation, aligning with BILL’s platform strategy .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Beneficially owned shares | 0 | Shown as “–” in the beneficial ownership table (as of Oct 20, 2025) . |
| Ownership % of outstanding | <1% | Asterisk denotes less than one percent . |
| Unvested RSUs outstanding | 4,593 | As of June 30, 2025; no option awards shown . |
| Options (exercisable/unexercisable) | 0 | No options listed for Gohman in 2025 . |
| Pledging/Hedging | Prohibited/restricted | Company policy prohibits hedging and restricts pledging for directors . |
| Stock ownership guideline | 5× annual cash retainer | Directors must hold shares equal to five times annual cash retainer; compliance expected within five fiscal years from appointment/effective date . |
| Compliance status | Within 5-year window | As of June 30, 2025, all incumbent directors have achieved or are expected to achieve required levels within the 5-year window . |
Insider Trades
| Date | Transaction | Shares | Price | Form | Notes |
|---|---|---|---|---|---|
| N/A in proxy | Not disclosed | — | — | — | Proxy provides beneficial ownership snapshot and does not list individual Form 4 transactions for Gohman; no Section 16(a) delinquencies specific to her are disclosed . |
Governance Assessment
- Strengths: Independent status on a financially literate Audit Committee; direct oversight of payments compliance via the Audit Subcommittee; attendance threshold met; subject to clawback and anti-hedging/pledging policies—supports Board effectiveness and alignment with investor protections .
- Alignment: Director equity awards (Initial ~$400k RSUs; Annual ~$200k RSUs) and five-times retainer ownership guideline provide equity-based alignment; her outstanding RSUs indicate growing skin-in-the-game over time .
- Potential flags to monitor: Current beneficial ownership recorded at zero as of October 20, 2025, with alignment building via unvested RSUs; continued progress toward ownership guideline within the five-year window is an investor-alignment watch item .
- Conflicts: No related-party transactions involving Gohman disclosed; no family relationships with executives/directors; independence reaffirmed by Board—low conflict risk based on proxy disclosures .