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Lee Kirkpatrick

Director at BILL HoldingsBILL Holdings
Board

About Lee Kirkpatrick

Lee Kirkpatrick, age 64, joined BILL’s Board in October 2025 as an independent director and is a member of the Audit Committee; the Board expects him to chair the Audit Committee following the December 11, 2025 Annual Meeting. He holds a B.S. in Business Administration from the University of Southern California and an MBA in Finance from Columbia University. Kirkpatrick is the former CFO of Twilio, where he led the 2016 IPO, scaled revenues from $23 million to $650 million, and executed acquisitions including SendGrid; Twilio’s TSR was 332% post-IPO during his tenure. He was appointed to BILL’s Board effective October 17, 2025 under a cooperation agreement with Starboard Value, but he is designated and serves as an independent director.

Past Roles

OrganizationRoleTenureCommittees/Impact
Twilio Inc.Chief Financial Officer2012–2018Led 2016 IPO; scaled revenue from $23M to $650M; drove SendGrid acquisition; 332% TSR post-IPO
SAY Media, Inc.Chief Financial Officer2010–2011Oversaw product, advertising, finance; executed acquisitions including Six Apart
VideoEgg, Inc. (now SAY Media)Chief Operating Officer & Chief Financial Officer2007–2010Senior operating/finance leadership across digital publishing
Eastman Kodak – Kodak Imaging NetworkChief Operating Officer2004–2006Senior operations leadership in $6.5B Consumer Digital Imaging Group
Ofoto, Inc. (acquired by Kodak)Chief Financial Officer2000–2004Directed financial strategy and operations for online photo platform
iOwn Inc.Chief Financial Officer1998–2000CFO of online mortgage/real estate services platform
HyperParallel, Inc.Chief Financial Officer1997–1998CFO of data mining software/services company

External Roles

OrganizationRoleTenureCommittees/Impact
Olo Inc. (NYSE: OLO)Independent Director2023–presentBoard service in restaurant SaaS; committee roles not disclosed
Bilander Acquisition Corp. (Nasdaq: TWCB, SPAC)Director2021–2024Board service through SPAC lifecycle
Cellebrite DI Ltd. (Nasdaq: CLBT)Director2021Board service in digital intelligence
SpreedlyIndependent Board MemberCurrentBoard service in payments connectivity
UpdaterIndependent Board Member & Audit ChairCurrentAudit Chair in moving-services tech

Board Governance

  • Committee assignments: Audit Committee member; Board expects him to become Audit Committee Chair after the 2025 Annual Meeting. The Board has determined he qualifies as an “audit committee financial expert.”
  • Independence: The Board determined Kirkpatrick and all committee members are independent under NYSE and SEC rules.
  • Attendance: In fiscal 2025, each director attended at least 75% of Board and committee meetings; Audit Committee met eight times.
  • Service/tenure: Director since 2025; Class II term expires at the 2027 Annual Meeting.
  • Board leadership: Allie Kline serves as Lead Independent Director; independent directors meet regularly in executive session.
  • Activism context: His appointment was part of a cooperation agreement with Starboard; he serves as an independent director (distinct from the Starboard Director, Peter Feld).

Fixed Compensation

ComponentAmount (USD)Notes
Board annual cash retainer$35,000Paid quarterly, prorated for partial quarters
Lead Independent Director fee$20,000Not applicable to Kirkpatrick
Audit Committee Chair fee$20,000Expected post-Annual Meeting
Audit Committee member (non-Chair)$10,000Applies while serving as member
Compliance & Payments Ops Risk Subcommittee Chair$8,000Subcommittee of Audit Committee
Compliance & Payments Ops Risk Subcommittee member$4,000Subcommittee of Audit Committee
Compensation Committee Chair$15,000Not applicable to Kirkpatrick
Compensation Committee member$7,500Not applicable to Kirkpatrick
Nominating & Corporate Governance Chair$10,000Not applicable to Kirkpatrick
Nominating & Corporate Governance member$4,000Not applicable to Kirkpatrick
Cybersecurity Committee Chair$15,000Not applicable to Kirkpatrick
Cybersecurity Committee member$7,500Not applicable to Kirkpatrick

Performance Compensation

Award TypeGrant DateGrant ValueVestingNotes
Initial RSU AwardOct 17, 2025~$400,000Vests in 3 equal annual installments on grant anniversaryGranted upon appointment to Board
Annual RSU AwardDec 11, 2025 (Annual Meeting)~$200,000 (prorated for mid-year join)Vests on earlier of next Annual Meeting or 1 year post-grantPolicy for continuing directors; prorating applies to 2025 joiners

Non-employee directors receive equity compensation only in RSUs under the 2019 Plan; no options or PSUs are described for directors.

Other Directorships & Interlocks

CompanyRelationship to BILLPotential Interlock/Conflict Considerations
Olo Inc.External board serviceDistinct sector (restaurant SaaS); no disclosed related-party transactions with BILL
UpdaterExternal board service, Audit ChairNo disclosed related-party transactions with BILL
SpreedlyExternal board serviceNo disclosed related-party transactions with BILL

BILL’s related-party review policy requires Audit Committee (or Nominating & Corporate Governance if needed) review/approval of any related party transactions; none are disclosed involving Kirkpatrick.

Expertise & Qualifications

  • Top skills: Finance/Accounting; SaaS/Technology/Innovation; Senior Operating Leadership.
  • Qualifications: Extensive experience building controls/compliance for scaling tech companies; strategic M&A and margin expansion; technology-driven operations.
  • Education: B.S., USC; MBA, Columbia University.

Equity Ownership

HolderShares Beneficially Owned% of OutstandingAs-of Date
Lee Kirkpatrick0 (no shares reported; unvested RSUs excluded) <1% Oct 20, 2025
  • Director stock ownership guidelines: Must hold shares equal to 5x annual cash retainer; compliance expected within 5 years of initial appointment or policy effective date. As of June 30, 2025, incumbent non-employee directors were at/expected to meet guidelines; as an October 2025 appointee, Kirkpatrick has a five-year timeline.
  • Hedging/pledging: Prohibited hedging and restrictions on pledging by executive officers and directors.
  • Insider trading policy: Trading prohibited while in possession of material non-public information; policy summarized in filings.

Governance Assessment

  • Strengths supporting investor confidence:
    • Expected Audit Committee Chair and designated audit committee financial expert; strong CFO track record in public company scaling and capital markets.
    • Independence affirmed; robust committee independence and governance practices (LID, executive sessions, clawback, ownership guidelines).
    • Attendance threshold met across Board and committees in fiscal 2025.
  • Alignment considerations:
    • Initial RSU grant (~$400k) and annual RSU policy provide equity-based alignment; as of Oct 20, 2025, no beneficially owned shares reported (unvested RSUs excluded). A five-year guideline timeline is in place to build ownership.
  • Activism/structural context:
    • Appointment under cooperation agreement with Starboard expands Board and refreshes oversight; Kirkpatrick serves as an independent (not the Starboard-designated director), and recusal requirements apply to the Starboard Director, not to him.
  • RED FLAGS:
    • None disclosed specific to Kirkpatrick: no related-party transactions, pledging, hedging, or low attendance. Equity ownership was 0 at the as-of date, but RSU grants and guideline timeline mitigate alignment concerns.