Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 13, 2021, the Compensation Committee (the "Committee") of the Board
of Directors of Bill.com Holdings, Inc. (the "Company") approved a special
equity grant (the "Grant") to John Rettig, the Company's Chief Financial Officer
and Executive Vice President, Finance and Operations. The Grant will be earned
based on certain employment or service conditions and, in the case of the PSUs
described below, the Company's stock price appreciation performance. In
considering and approving the Grant, with the assistance of its outside
advisors, the Committee considered the best interests of Company stockholders
and a desire to retain Mr. Rettig due to his track record of excellent
performance, contributions to the operational execution and strategic direction
of the Company, and strong leadership abilities.
The Grant consists of (i) 35,000 restricted stock units (the "RSUs"), subject to
time-based vesting and (ii) 50,000 restricted stock units, subject to
performance-based vesting (the "PSUs"). The RSUs and PSUs were granted under the
Company's 2019 Equity Incentive Plan and each RSU and each PSU represents the
right to receive one share of the Company's common stock upon vesting. The RSUs
vest as to 1/4th of such shares on December 13, 2022, and then in equal
quarterly installments over the following 12 quarters, so long as Mr. Rettig
continues to provide services to the Company through such vesting dates. The
PSUs consist of three separate tranches (each, a "Tranche") that become eligible
to vest upon achievement of each of three increasing stock price performance
metrics specific to each Tranche, to be measured, in each case, over 90-trading
day periods occurring between one and five years, as applicable for each
Tranche, following the date of grant. Upon the achievement of a metric and the
occurrence of earliest vesting dates applicable to each Tranche, all of the PSUs
in the applicable Tranche will vest on the Company's next regular quarterly
vesting date. Vesting of any Tranche for which the performance metric has been
achieved is also subject to Mr. Rettig's continued service to the Company
through each of the vesting dates.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses