Steven Cakebread
BILL HoldingsAbout Steven Cakebread
Steven Cakebread (age 73) has served as an independent director of BILL since May 2019 and is the outgoing Chair of the Audit Committee; he will retire at the conclusion of his current term and is not standing for re-election at the December 2025 annual meeting . He holds a B.S. in Accounting from UC Berkeley and an MBA from Indiana University, and the Board has identified him as an NYSE- and SEC-qualified audit committee financial expert, reflecting deep finance and accounting credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yext Inc. | Chief Financial Officer | Oct 2014 – Mar 2022 | Led public-company finance; capital markets and controls |
| D‑Wave Systems Inc. | Chief Financial Officer and Chief Accounting Officer | Mar 2013 – Sep 2014 | Built finance function for advanced computing |
| Salesforce.com, Inc. | Chief Financial Officer | May 2002 – Mar 2008 | Scaled SaaS operations and strategy |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ServiceSource International, Inc. | Director (Former) | Feb 2010 – Oct 2017 | Board oversight at recurring revenue services provider |
No current public company boards for Mr. Cakebread are disclosed in the latest proxy; only prior board service at ServiceSource is listed .
Board Governance
- Committee assignments: Audit Committee Chair; committee members included Allie Kline, Keri Gohman, and Tina Reich; following the 2025 Annual Meeting, Lee Kirkpatrick is expected to assume the chair, with Natalie Derse joining and Gohman/Reich continuing, ensuring continuity of financial oversight .
- Independence: The Board determined Mr. Cakebread meets NYSE and SEC independence standards; all standing committees are composed entirely of independent directors .
- Attendance: In fiscal 2025, the Board met five times; all directors attended at least 75% of Board and committee meetings during their service. Audit Committee met eight times; Compensation four times; Nominating four times; Cybersecurity four times .
- Lead Independent Director: Allie Kline serves as LID; responsibilities include executive sessions and shareholder liaison, providing counterbalance to combined Chair/CEO structure .
- Risk oversight: Audit Committee oversees financial reporting, controls, and related‑party transactions; specialized subcommittee (Compliance and Payments Operations Risk) oversees payments operations and regulatory compliance, reflecting BILL’s scale and transaction volume .
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Cash Fees ($) | $65,625 | $52,500 | $55,000 |
| Equity Awards ($, grant-date fair value) | $200,006 | $199,994 | $200,010 |
| Total ($) | $265,631 | $252,494 | $255,010 |
- Policy context (FY 2025): Board cash retainer $35,000; Audit Committee Chair fee $20,000; Audit Committee member fee $10,000; LID fee $20,000; equity grants typically $200,000 annual RSUs; $400,000 initial RSUs for new directors; cash fees paid quarterly and prorated as applicable .
- FY 2024 policy context: Board retainer $32,500; Audit Committee Chair $20,000; annual RSUs ~$200,000; initial ~$400,000 for new directors; modifications effective July 1, 2024 raised Board retainer to $35,000 and LID to $20,000 .
Performance Compensation
| Award Type | Grant Value (Typical) | Vesting Schedule | Performance Metrics |
|---|---|---|---|
| Annual RSUs | ~$200,000 | Vest on earlier of next annual meeting or one year from grant; service-based | None (time-based only) |
| Initial RSUs (new directors) | ~$400,000 | Vest in three equal annual installments; service-based | None (time-based only) |
BILL’s performance‑based metrics (Core Revenue, EBITDA less Float, and relative TSR) apply to executive PSUs, not to non‑employee director compensation .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Compensation Committee Interlocks | None; no relationships requiring Item 404 disclosure for comp committee members in FY 2025 . |
| Cross‑Board Service by Executives | None disclosed in FY 2025; no executive served on a board with reciprocal committee service . |
Expertise & Qualifications
| Top Skills (Board Skills Matrix) |
|---|
| Senior Operating Leadership; Finance/Accounting; Strategy/M&A |
- Audit committee financial expert designation per SEC rules, underscoring technical proficiency in financial reporting and controls .
Equity Ownership
| Item | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Shares owned (beneficial) | 1,826 | 3,559 | 6,442 |
| Options exercisable within 60 days | 13,333 | 13,333 | 13,333 |
| RSUs outstanding (not necessarily vested) | — | 2,883 (as of 6/30/24) | 2,095 (as of 6/30/25) |
- Director stock ownership guidelines: Required to hold shares equal to 5× annual cash retainer; all incumbent non‑employee directors have achieved or are expected to achieve guideline levels within five years of appointment/effective date .
- Hedging and pledging: Prohibited for directors; pledging requires prior approval and is strongly discouraged .
Governance Assessment
- Audit oversight continuity: Retirement of the long‑serving Audit Chair is mitigated by appointing an experienced CFO, Lee Kirkpatrick, as incoming Audit Chair and adding a finance executive (Natalie Derse) to the committee, sustaining financial expertise depth .
- Independence and attendance: Independent status affirmed and committee participation consistent; Board and committees met regularly with all directors meeting at least 75% attendance thresholds, supporting board effectiveness .
- Ownership alignment: Director RSUs plus rising direct share ownership and 5× retainer ownership guidelines align director incentives with shareholders; anti‑hedging/pledging policies reduce alignment risks .
- Conflicts/related‑party: Audit Committee reviews related‑party transactions; no specific related‑party transactions involving Mr. Cakebread are disclosed in FY 2025 materials, reducing conflict concerns .
- Board refreshment: With nine of 13 directors new in the last four years, BILL demonstrates active refreshment; the planned handoff in Audit leadership is a key investor confidence signal amid ongoing efficiency and AI initiatives .
RED FLAGS: None disclosed related to hedging/pledging, related‑party transactions, or attendance. Primary watchpoint is transition risk from the Audit Chair retirement, addressed by planned committee reconstitution and leadership .