Mike Cieri
BILL HoldingsAbout Mike Cieri
Mike Cieri, age 46, is Executive Vice President and General Manager of Software Solutions at BILL. He joined BILL on March 19, 2025, to drive software strategy across the platform; his background includes senior product leadership roles at Gusto, Opendoor, and Block/Square. He holds a B.S. in Computer Science (University of Wisconsin) and an MBA (University of Chicago) . During fiscal 2025, BILL delivered 13% total revenue growth to $1,462.6M, Core Revenue growth of 16% to $1,300.8M, and Non-GAAP Operating Income of $239.5M (+22% YoY), resulting in a 125.1% corporate bonus payout factor; TSR-based PSU outcomes remain on a three-year clock and were not finalized for FY25 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Gusto Inc. | Chief Product Officer and Head of People Platform | Jan 2023 – May 2025 | Senior product leadership at SMB payroll/HR platform |
| Opendoor Technologies | VP, Product Management | Apr 2021 – Feb 2023 | Product leadership at real estate transaction platform |
| Block, Inc. (Square) | Head of Product and other roles | Oct 2013 – Apr 2021 | Product leadership at consumer/merchant fintech company |
External Roles
No external directorships or other outside roles were disclosed for Cieri in the proxy .
Fixed Compensation
| Metric | FY2025 |
|---|---|
| Annual Base Salary | $450,000 |
| Salary Earned (prorated FY25) | $126,346 |
| Target Bonus % of Base | 60% |
| Target Bonus ($, prorated FY25) | $77,000 |
| Actual Bonus Paid | $96,241 (125.1% of target) |
| Sign-on Bonus (clawback) | $500,000; full repayment if voluntary departure in year 1, prorated repayment if in year 2 |
| All Other Compensation | $4,000 |
Performance Compensation
FY2025 Annual Cash Bonus Metrics and Outcomes
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Core Revenue | 50% | $1,105.0M (85%) | $1,300.0M | $1,495.0M (115%) | $1,300.8M | 100% |
| EBITDA Less Float | 50% | $32.8M (80%) | $41.0M | $61.5M (150%) | $81.0M | 150% |
| Overall Corporate Factor | — | — | — | — | — | 125.1% |
Notes
- Target bonus opportunities set at 60% of base; Cieri’s FY25 target was prorated given a March 19, 2025 start date .
- No individual performance modifier was applied to FY25 executive bonuses .
FY2025/FY2026 Equity Awards and Vesting
| Award Type | Grant Date | Shares / Target | Grant-date Fair Value | Vesting / Performance |
|---|---|---|---|---|
| New Hire RSUs | Apr 15, 2025 | 206,361 | $8,710,498 | 25% vests ~May 2026; then quarterly over next three years, subject to continued service |
| FY2026 Target LTI (PSUs) | Sept 2025 cycle | $1,600,000 target value | — | 100% performance-based awards; vest over three years (program-wide mix emphasizes PSUs; detailed FY26 metric mix for Cieri not itemized) |
Company-wide context for PSUs (FY2025 design)
- Financial PSUs: 1-year Core Revenue metric with payout capped at target if Non-GAAP Operating Income threshold not met; FY2025 achieved at 100.2%, with 1/3 vesting at certification and the balance vesting quarterly over the next two years .
- Relative TSR PSUs: 3-year performance period vs. Russell 3000; 50th percentile = 100% payout; 85th percentile = 200% payout; cliff vest at end of period; FY2025 TSR PSU outcomes not yet determined .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Unvested RSUs (as of 6/30/25) | 206,361 RSUs; market value $9,546,260 at $46.26/share |
| Vested equity in FY2025 | None vested for Cieri in FY2025 (new hire) |
| Options | None disclosed for Cieri |
| Ownership Guidelines | Executives (other than CEO/CFO) must hold shares equal to 2x base salary; counted holdings exclude unvested RSUs/PSUs; 5-year compliance window |
| Hedging/Pledging | Hedging prohibited; pledging strongly discouraged and requires prior approval |
Vesting cadence and potential selling pressure
- The 206,361 RSU grant vests 25% (~51,590 shares) around May 2026, then in 12 equal quarterly installments over three years (~12,898 shares per quarter), subject to continued service, creating defined liquidity windows beginning FY2026; no FY2025 vesting occurred .
Employment Terms
| Term | Summary |
|---|---|
| Start date and role | March 19, 2025; EVP & GM, Software Solutions |
| Sign-on bonus | $500,000; clawback if voluntary departure in first two years (full in year 1, prorated in year 2) |
| New-hire equity | 206,361 RSUs; 25% ~May 2026; then quarterly over three years |
| FY2026 LTI design | Cieri’s FY26 target LTI $1.6M, allocated 100% to performance-based awards; vest over three years |
| Severance (no CIC) | If terminated without cause: six months’ base salary, prorated target bonus, and medical premium continuation for the severance period |
| CIC double-trigger | If terminated without cause or resigns for good reason within 3 months pre- or 12 months post-CIC: 12 months’ base salary + 100% target bonus, prorated target bonus, 100% acceleration of unvested equity (except as otherwise provided for performance awards), and medical premiums for 12 months |
| Equity treatment under CIC | Financial PSUs: Core Revenue deemed at target or actual (greater); Non-GAAP OI guardrail disregarded; resulting PSUs time-vest post-CIC and remain eligible for double-trigger acceleration. TSR PSUs: achievement determined by CIC price; achieved PSUs vest in equal quarterly installments from the start of the performance period |
| Tax gross-ups | None (no excise tax gross-ups) |
| 10b5-1 plans | Company discloses a Rule 10b5-1 section; no specific plan disclosed for Cieri in FY2025 |
Investment Implications
- Alignment and performance sensitivity: Cieri’s FY2025 cash incentive was tied 50/50 to Core Revenue and EBITDA Less Float, with a 125.1% payout consistent with company performance; his FY2026 LTI is 100% performance-based, increasing alignment and reducing guaranteed pay components .
- Retention vs. dilution: A large make‑whole RSU grant (206,361 shares) with a one‑year cliff and three additional years of quarterly vesting provides retention but creates defined supply overhang beginning in May 2026; subsequent FY2026 equity is entirely performance-based, mitigating near-term additional time-based dilution from Cieri .
- Change-in-control economics: Double-trigger protections include full acceleration of unvested equity (subject to performance award terms) and 12 months of cash/benefits; as of 6/30/25, estimated CIC total for Cieri would have been ~$10.6M driven largely by RSU acceleration ($9.55M), underscoring significant equity sensitivity to corporate events .
- Governance safeguards: Robust stock ownership guidelines (2x salary for other executives), clawback policy, and anti-hedging/pledging restrictions support long-term alignment and risk control .
Overall: The FY2025 make‑whole RSU package creates medium‑term vesting-driven supply starting FY2026, but the pivot to 100% performance-based LTI for FY2026 enhances pay-for-performance and should temper ongoing SBC concerns while tying Cieri’s realized value to BILL’s revenue growth, profitability guardrails, and multi-year TSR framework .