René Lacerte

About René Lacerte

René Lacerte is the Founder, Chief Executive Officer, and Board Chair of BILL, serving as a director since 2006. He holds a B.A. in Economics and an M.S. in Industrial Engineering from Stanford University and is 58 years old . Under his leadership in fiscal 2025, BILL grew total revenue 13% to approximately $1.5 billion, core revenue 16% to $1.3 billion, generated $312 million in free cash flow, and exceeded the high end of initial non-GAAP operating income guidance by 23% (~$239 million), signaling execution discipline amid macro uncertainty and investment in AI initiatives . BILL’s incentive design links pay to Core Revenue, EBITDA Less Float, and relative TSR (vs. Russell 3000), aligning compensation with long-term value creation .

Past Roles

External Roles

No current public company directorships for Lacerte are disclosed; his primary external leadership was as co‑founder/leader at PayCycle (acquired by Intuit) prior to BILL .

Fixed Compensation

Multi-year CEO compensation (SEC SCT basis):

• FY2025 target bonus opportunity: $550,000 (equal to 100% of salary by calculation) .
• FY2025 bonus paid: $688,050 (125.1% of target) .

Performance Compensation

Annual bonus plan (FY2025):

FY2025 long-term incentives (granted 9/16/2024):

• RSUs: 132,953 units; grant-date FV $6,747,365; vests in 16 equal quarterly installments over 4 years .
• Financial PSUs: Target 79,772 (threshold 39,886; max 159,544); grant-date FV $4,048,429; metric framework includes Core Revenue with a Non‑GAAP Operating Income threshold over a multi-year performance period .
• TSR PSUs: Target 53,181 (threshold 26,591; max 106,362); grant-date FV $4,065,687; relative TSR vs. Russell 3000 over 3 years; post-determination vesting in quarterly installments .

Select FY2025 grant details:

Realized equity in FY2025:

• Shares vested: 81,604; value realized on vesting $5,009,773 (aggregate across FY2025 vest events) .

Equity Ownership & Alignment

Beneficial ownership (as of Oct 20, 2025; 100,378,848 SO):

• Total beneficially owned: 3,715,052 shares (3.7%) .
• Breakdown: 67,430 direct; 1,708,749 (Chung Lacerte Trust); 753,281 in trust by Lacerte and/or spouse; 205,000 via Makahakama Foundation (dispositive control); 980,592 issuable within 60 days (options/RSUs) .
• Executive ownership guidelines: CEO must hold 5x salary; unexercised options/unvested RSUs/PSUs excluded from the calculation; executives either meet or have up to 5 years to comply .
• Anti-hedging/pledging: Hedging prohibited; pledging prohibited absent special approval and strongly discouraged .
• Insider trading plans: Company discloses that certain directors/executives utilize Rule 10b5‑1 plans; reporting of such trades on Forms 4/5 is required .
• Recent Form 4 example: RSU grant of 87,600 RSUs reported 9/17/2025 (vesting over 12 quarterly installments beginning 11/28/2025) .
• Historical trading context (third‑party aggregator): Since 2021, Lacerte has sold an estimated 425,321 shares and made open market purchases on Aug 26, 2024; aggregator estimates are based on Form 4s and may contain errors .

Select outstanding awards (as of 6/30/2025; $46.26 close used for valuations):

Employment Terms

Change in control and severance agreements (CEO terms; double-trigger on equity):

• Terminations without cause (no CIC): 18 months base salary; prorated target bonus; paid medical premiums for same duration .
• CIC window (3 months pre‑signing through 12 months post‑CIC): 18 months base salary + 150% of target bonus; prorated target bonus; 100% acceleration of unvested equity (subject to PSU terms); paid medical premiums for salary severance period .
• No excise tax gross-ups; no 280G/4999 gross-up; clawback policy (three-year lookback following restatement) .

Potential payments (assuming event on 6/30/2025; $46.26 stock price):

PSU treatment on CIC: Financial PSUs deem Core Revenue at target or actual; Non‑GAAP OpInc threshold disregarded; achieved PSUs convert to time‑based vesting (1/3 first quarterly date then 2/3 over eight quarters), eligible for double‑trigger acceleration . TSR PSUs determine achievement based on CIC price; achieved amounts vest in 12 equal quarterly installments from the performance period start and are eligible for double‑trigger acceleration .

Board Governance

• Role: Board Chair and CEO; combined role mitigated by an empowered Lead Independent Director (Allie Kline) with duties including executive sessions, agenda setting with the Chair, and shareholder liaison .
• Independence: 12 of 13 directors are independent; Lacerte is the sole non‑independent director .
• Committees: Audit, Compensation, Nominating & Corporate Governance, and Cybersecurity (all independent members) .
• Meetings: In FY2025, the Board met 5 times; each director attended at least 75% of meetings of the Board and their committees .
• Governance evolution: Ongoing board refresh; 4 new independent directors in 2025 including Peter Feld (Starboard) and Lee Kirkpatrick (former Twilio CFO) .
• Policies: Clawback policy, stock ownership guidelines, anti‑hedging/anti‑pledging, insider trading policy .

Director Service Snapshot (René Lacerte)

• Board Chair, Founder, CEO; Director since 2006; term expires 2026; not independent .
• Committee roles: None disclosed for Lacerte; all committees comprise independent directors .
• Dual-role implications: Combined Chair/CEO structure is balanced by a Lead Independent Director with defined authorities; independent directors meet in executive session regularly .

Say‑on‑Pay & Shareholder Feedback

• Say‑on‑Pay support: ~87% approval at the 2024 annual meeting; second year of strong support .
• SBC/dilution discipline: For FY2026, the company is reducing LTI target values/terms, aiming for equity burn <4% (vs. 5.3% in FY2025) and to lower SBC as % of revenue by FY2027+ .

Compensation Structure Analysis

• Equity tilt and performance orientation: CEO LTI mix includes RSUs and material PSU components (financial and TSR), reinforcing pay-for-performance and relative alignment .
• Annual plan rigor: Balanced revenue/profit metrics with 50/50 weighting; FY2025 EBITDA Less Float outperformance (197% of target) drove elevated payout (125.1%) despite revenue at target .
• Governance-friendly features: Double‑trigger CIC, clawback policy, anti‑hedging/pledging, no excise gross‑ups, stock ownership guidelines .
• Retention risk considerations: Quarterly RSU vesting cadence and sizable unvested equity promote retention; however, ongoing quarterly vests can create periodic selling for tax/liquidity, as reflected in realized vesting value ($5.0m in FY2025) and historical insider activity trends (aggregator‑reported) .

Investment Implications

• Alignment: 3.7% beneficial ownership and stringent ownership/anti‑hedging policies align CEO with shareholders; pay structure ties to Core Revenue, profitability, and relative TSR .
• Retention and execution: Large multi‑year RSU/PSU overhang and double‑trigger protections reduce flight risk, especially amid AI and product execution priorities; ongoing vesting may create predictable supply from tax‑related sales .
• Governance and oversight: Combined Chair/CEO is offset by an active Lead Independent Director and refreshed independent board (including Starboard’s Peter Feld), likely supporting continued discipline on SBC and operational efficiency targets (e.g., “Rule of 40” focus) .
• Pay‑for‑performance: FY2025 bonus outcomes followed formulaic metrics (Core Revenue/EBITDA Less Float) with strong profitability outperformance; PSUs add multi‑year, market‑relative accountability, which is constructive for long‑term holders .