Mary Kay Bowman
Executive Vice President, General Manager of Payments and Financial Services at 
BILL Holdings
BILL HoldingsExecutive
About Mary Kay Bowman
Mary Kay Bowman is Executive Vice President, General Manager of Payments and Financial Services at BILL; she joined on August 28, 2024 and was age 57 in the company’s latest proxy . She is a seasoned payments executive who previously led Global Buyer, Seller and Platform Product and Solutions at Visa and has 20+ years of global payments strategy, product development and operations experience, including roles at Visa, Square, and Amazon . In FY2025, BILL achieved Core Revenue of approximately $1,300.8 million and EBITDA Less Float of approximately $81.0 million, driving a 125.1% corporate bonus payout; company pay-versus-performance disclosure shows a 2025 “value of $100” TSR of $51 versus peer group $282, and Core Revenue of $1,300.8 billion reported in that table’s column (company-selected measure) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Visa | Head of Global Buyer, Seller and Platform Product and Solutions | Not disclosed | Led global payments product and solutions; deep expertise at the intersection of commerce and financial services |
| Square | Senior leadership (payments/product) | Not disclosed | Experience scaling technology teams focused on SMB needs and commerce/financial services integration |
| Amazon | Senior leadership (commerce/financial services-related) | Not disclosed | Worked at the intersection of online, cloud, and mobile commerce and financial services |
External Roles
- No public company board roles or external directorships were disclosed for Ms. Bowman in the latest proxy .
Fixed Compensation
| Component (FY2025 unless noted) | Amount |
|---|---|
| Base Salary | $450,000 |
| Target Bonus (% of base) | 60% |
| FY2025 Target Bonus (prorated for start date) | $227,000 |
| FY2025 Bonus Earned | $284,097 |
| All Other Compensation (FY2025) | $25,333 |
| FY2025 Total Compensation | $11,536,091 |
Performance Compensation
Annual Cash Bonus – FY2025
| Metric | Weighting | Target | Actual | % of Target Achievement | Payout % |
|---|---|---|---|---|---|
| Core Revenue | 50% | $1,300.0 million | $1,300.8 million | 100.2% | 100% |
| EBITDA Less Float | 50% | $41.0 million | $81.0 million | 197.0% | 150% |
| Overall Corporate Payout | — | — | — | — | 125.1% |
- Individual modifier: No adjustments applied; all NEOs, including Ms. Bowman, paid at corporate factor .
- Ms. Bowman’s FY2025 bonus: $284,097 on a prorated target of $227,000, consistent with 125.1% corporate payout .
Long‑Term Incentive Design – FY2025 (structure and metrics)
| Instrument | Allocation Mix | Performance Period | Metrics | Payout Scale | Vesting |
|---|---|---|---|---|---|
| PSU – Financial | 25% of FY25 equity mix for Ms. Bowman | 1 year | Core Revenue, subject to Non‑GAAP Operating Income threshold | 50% at 85% of target; 100% at target; 200% at 130% of target; capped at 100% if Op Inc threshold not met | 1/3rd vests at certification; balance vests quarterly over next two years |
| PSU – Relative TSR | 15% of FY25 equity mix for Ms. Bowman | 3 years | Relative TSR vs Russell 3000 | 50% at 25th pct; 100% at 50th pct; 200% at 85th pct | 100% cliff at end of performance period |
| RSU | 60% of FY25 equity mix for Ms. Bowman | Time‑based | Continued service | N/A | New hire: 25% vest at Aug 2025, then quarterly over next three years |
FY2025 Grants (Grant date 9/16/2024)
| Award | Shares/Units (Target) | Grant Date Fair Value |
|---|---|---|
| RSU | 119,213 | $6,050,060 |
| PSU – Financial | 49,672 | $2,520,854 |
| PSU – Relative TSR | 29,803 | $2,278,439 |
| Total Equity Grant (FY2025 new hire) | RSU 119,213; PSUs 79,475 (at target) | “Target award value” framework equated to $10,000,000 in proxy’s target equity table for Ms. Bowman |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Oct 20, 2025) | 49,580 shares; “less than 1%” of outstanding |
| Shares Outstanding (for % calc reference) | 100,378,848 (as of Oct 20, 2025) |
| RSUs vesting within 60 days (of Oct 20, 2025) | 18,934 shares |
| Unvested RSUs outstanding (as of Jun 30, 2025) | 119,213 from 9/16/2024 grant; an additional 49,771 listed from 9/16/2024 grant in RSU column |
| Unearned PSUs outstanding (as of Jun 30, 2025) | 29,803 (TSR PSUs at target) |
- Stock ownership guidelines: Executives (other than CEO/CFO) must hold shares equal to 2x base salary; only directly/beneficially owned shares and vested RSUs count (unvested RSUs/PSUs do not). Executives have until the last day of the fiscal year including the fifth anniversary of later of executive designation or policy effective date to comply .
- Hedging and pledging: Hedging prohibited; pledging prohibited absent prior approval and strongly discouraged .
- Clawback: Dodd‑Frank compliant clawback adopted in Sep 2023; covers incentive‑based compensation for prior three completed fiscal years .
- Rule 10b5‑1 plans: Company notes certain directors/executives use Rule 10b5‑1 plans; no specific disclosure for Ms. Bowman individually .
Employment Terms
| Term | Outside Change in Control (CIC) | In Connection with CIC (double‑trigger: within 3 months before (post‑signing) or 12 months after) |
|---|---|---|
| Cash Severance | 6 months base salary | 12 months base salary + 100% target bonus |
| Bonus (current year) | Prorated target bonus for months served | Prorated target bonus for months served |
| Medical Benefits | Premiums paid for severance period | Premiums paid for severance period |
| Equity | None (unless death/disability policy applies) | 100% acceleration of unvested equity (PSUs per award agreement treatment) |
| Agreement Term | 3‑year term; auto‑renew unless company gives notice 3 months prior to expiration | |
| Nature | Double‑trigger only; no single‑trigger acceleration |
Estimated payments for a qualifying termination at June 30, 2025 (stock price $46.26):
- Outside CIC: Cash severance $225,000; bonus $270,000; medical $24,610; total $519,610 .
- In connection with CIC: Cash severance $720,000; bonus $270,000; medical $49,220; accelerated vesting value $8,817,711; total $9,856,931 .
- PSU treatment on CIC: Financial PSUs deem Core Revenue at greater of target/actual and convert to post‑CIC time‑vesting; TSR PSUs achievement set by sale price; achieved PSUs vest over pre‑set quarterly schedules post‑CIC and are eligible for double‑trigger acceleration .
Offer letter context:
- At‑will employment; initial base salary and bonus eligibility specified; standard invention assignment and indemnification agreements .
Investment Implications
- Pay mix and performance alignment: New‑hire package is heavily equity‑based with 40% PSUs (Financial + TSR) in FY2025 design for Bowman, reinforcing performance linkage. FY2025 corporate plan overachieved profitability (EBITDA Less Float 197% of target) with revenue at target, yielding a 125.1% bonus payout; near‑term cash is moderate versus substantial multi‑year equity at risk .
- Vesting and potential selling pressure: RSUs had a one‑year 25% cliff in Aug 2025, then quarterly vesting over three years, implying ongoing supply as shares settle; PSUs add back‑loaded realization risk tied to Core Revenue and relative TSR .
- Retention and deal economics: Double‑trigger CIC with 100% equity acceleration plus one year’s salary and target bonus is retention‑friendly pre‑deal yet can create event‑driven dilution at closing; FY2025 scenario shows ~$8.8 million of accelerated equity value for Bowman at $46.26 per share .
- Alignment safeguards: Robust stock ownership guidelines (2x salary for other executive officers), clawback, and anti‑hedging/pledging reduce misalignment risk; no excise tax gross‑ups .
- Track record and execution risk: While company performance metrics supported above‑target bonus funding, pay‑versus‑performance indicates weak TSR versus peers in 2025 ($51 vs $282 value of $100), underscoring market risk to realized pay despite operational progress; Bowman's payments pedigree (Visa/Square/Amazon) is well‑matched to BILL’s Payments and Financial Services strategy .