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Peter Feld

Director at BILL HoldingsBILL Holdings
Board

About Peter Feld

Peter A. Feld, age 46, is an Independent Director of BILL since October 2025. He serves on the Nominating and Corporate Governance Committee and holds a B.A. in Economics from Tufts University. Feld is Managing Member, Portfolio Manager, and Head of Research at Starboard Value with over 20 years in corporate finance, governance, and capital markets, having served on numerous public company boards across technology and financial services .

Past Roles

OrganizationRoleTenureCommittees/Impact
Starboard Value LPCo‑Founder, Managing Member, Portfolio Manager, Head of ResearchSince 2011Led strategic, operating and financial initiatives to unlock long‑term value; served on >15 public boards
Ramius LLCManaging Director, Head of Research2005–2011Oversaw industry data analysis and performance improvement programs
Banc of America Securities LLCAnalyst, Technology Investment Banking2001–2004Developed deep technology sector expertise

External Roles

OrganizationRoleTenureNotes
Qorvo (Nasdaq: QRVO)DirectorSince 2025Current public company directorship
Gen Digital (Nasdaq: GEN)Director2018–2025Prior board; company’s CFO (Natalie Derse) is a BILL nominee, creating a network tie
Green Dot (NYSE: GDOT)Director2022–2023Prior board
GCP Applied Technologies (LON: GCP)Director2020–2022Prior board
Magellan Health (formerly NYSE: MGLN)Director2019–2022Prior board (acquired by Centene)
Other prior boardsDirectorVariousAECOM, Marvell Technology Group, The Brink’s Company, Insperity, Darden Restaurants, Tessera/Xperi, Integrated Device Technology

Board Governance

  • Committee assignments: Nominating and Corporate Governance Committee (members: Chair Allie Kline; members Aida Alvarez, Peter Feld, David Hornik) .
  • Independence: The Board determined Feld (and all committee members) meet NYSE and SEC independence standards; all Audit, Compensation, and Nominating committee members are independent .
  • Tenure/term: Director since 2025; current term expires 2027 .
  • Attendance and engagement: In fiscal 2025, each director attended ≥75% of Board/committee meetings; Board met 5x; committees met Audit 8x, Compensation 8x, Nominating 4x, Cybersecurity 4x. Feld joined after fiscal year end (Oct 2025), so FY2025 attendance statistics do not cover him .
  • Board leadership: Separate Chair/Lead Independent Director structure (Chair/CEO René Lacerte; Lead Independent Director Allie Kline) with regular executive sessions of independent directors .
  • Risk oversight: In 2023, Board reorganized risk allocation—created a Cybersecurity Committee and an Audit Committee subcommittee for Compliance & Payments Operations Risk; oversight spans cybersecurity, AI, payments compliance, financial/reporting risks .
  • Cooperation Agreement: On Oct 15, 2025, BILL entered a cooperation agreement with Starboard; Feld and Lee Kirkpatrick were appointed; Starboard agreed to vote per Board recommendations (with limited exceptions); agreement includes a requirement that Feld resign if Starboard’s ownership drops below a threshold and limits on Board size until specified dates .

Fixed Compensation

ElementAmount/TermsNotes
Board annual cash retainer$35,000Paid quarterly; pro‑rated for partial quarters
Nominating & Corporate Governance Committee – Member$4,000Feld eligible as a member
Committee chair fees (for reference)Nominating Chair: $10,000; Audit Chair: $20,000; Compensation Chair: $15,000; Cybersecurity Chair: $15,000Feld is not a chair
Other committee member fees (for reference)Audit Member: $10,000; Compensation Member: $7,500; Cybersecurity Member: $7,500Structure of cash fees
  • No other remuneration or perquisites; reasonable travel expense reimbursement only .

Performance Compensation

Award TypeGrant ValueGrant TimingVesting
Initial RSU Award~$400,000Granted upon appointment (Oct 2025)Vests in 3 equal annual installments on each anniversary, subject to continued service
Annual RSU Award (continuing directors)~$200,000 (prorated if applicable)Granted on date of each annual meetingVests on earlier of next annual meeting or 1 year from grant, subject to continued service

Performance metrics tied to director compensation

MetricStatus
Revenue growthNot applicable; director equity is time‑based RSUs (no performance conditions)
EBITDA/Operating metricsNot applicable
TSR percentileNot applicable
ESG goalsNot applicable
  • FY2025 program review: Compensia found the non‑employee director program competitive; no changes recommended for FY2025. Semler Brossy reviewed director compensation for FY2026 .

Other Directorships & Interlocks

  • Current directorships: Qorvo (since 2025) .
  • Network ties/interlocks: Feld previously served on Gen Digital’s board (2018–2025); BILL has nominated Gen Digital’s CFO (Natalie Derse) to its Board—creating a professional network linkage (not a current dual board seat) .
  • Cooperation Agreement linkage: Appointment of Feld to BILL’s Board was pursuant to the Oct 15, 2025 cooperation agreement with Starboard .

Expertise & Qualifications

  • Top competencies: Governance, Senior Operating Leadership, Strategy/M&A .
  • Track record: Led high‑impact shareholder initiatives across technology and consumer sectors; identified margin expansion and growth opportunities; executed transformation programs on >15 public boards .
  • Education: B.A., Economics (Tufts University) .

Equity Ownership

HolderShares Beneficially Owned% of OutstandingOwnership Notes
Peter A. Feld8,639,9008.6%Shares held by Starboard‑affiliated funds and accounts; includes 1,614,152 shares underlying forward purchase contracts exercisable within 60 days of Oct 20, 2025; Feld has shared voting/dispositive power and disclaims beneficial ownership except to extent of pecuniary interest
  • Stock ownership guidelines: Non‑employee directors must hold shares equal to 5x the annual Board cash retainer; compliance window extends to the last day of the fiscal year including the fifth anniversary of initial appointment; as of June 30, 2025, incumbents either achieved or are expected to achieve within five years (Feld appointed Oct 2025, so on standard timeline) .
  • Hedging/pledging: Company policy prohibits hedging and restricts pledging by executive officers and directors .

Governance Assessment

  • Strengths: Independent status confirmed; meaningful ownership alignment via Starboard’s 8.6% beneficial stake (shared power) supports focus on shareholder value; committee assignment on Nominating and Corporate Governance aligns with Feld’s governance and capital markets expertise; Board maintains robust risk oversight including dedicated Cybersecurity and Payments Compliance structures; independent director executive sessions and separation of Chair and Lead Independent Director enhance oversight .
  • RED FLAGS / monitoring points:
    • Cooperation Agreement terms: Feld’s appointment tied to an activist settlement; includes a requirement to resign if Starboard’s ownership falls below a threshold—creates dependence on a single shareholder’s position and potential perception of influence; agreement also limits Board size temporarily .
    • Reimbursement to Starboard: BILL agreed to reimburse Starboard’s reasonable documented expenses up to $575,000, categorized under related‑party transactions; transparency is provided, but investors typically monitor such settlements for ongoing influence dynamics .
    • Complex ownership mechanics: Forward purchase contracts (1,614,152 shares) embedded in beneficial ownership require monitoring for settlement/ unwind dynamics around voting/dispositive power .
  • No pledging disclosed for Feld; hedging prohibited by policy; all committees comprised of independent directors; related‑party transactions reviewed via established policy and committee oversight .