BILL Holdings, Inc.

Determination of Compensation

In setting the compensation of our Named Executive Officers, our Compensation Committee uses a balanced approach rather than rigid percentiles or benchmarks to establish pay levels for each compensation element. Our Compensation Committee considers the market range of each executive role with opportunities for market compensation driven by relentless focus on both Company performance and considerations specific to each Named Executive Officer, while also considering overall SBC expense and dilution. For fiscal 2026, our Compensation Committee considered the following factors in determining the compensation of our Named Executive Officers:

•market data, including practices among companies in our compensation peer group;

•each executive officer’s scope of responsibilities;

•each executive officer’s performance and skills;

•internal pay equity across the executive management team;

•our overall performance, taking into consideration performance versus internal plans and industry peers;

•the recommendations of our Chief Executive Officer (except with respect to his own compensation); and

•general market conditions.

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Our Compensation Committee does not assign relative weights or rankings to any of these factors and does not solely use any quantitative formula, target percentile or multiple for establishing compensation among the executive officers or in relation to the competitive market data.

Role of the Compensation Committee

The Compensation Committee is responsible for overseeing our executive compensation program and all related policies and practices. The Compensation Committee operates pursuant to a formal written charter approved by our Board, which is available on our website at https://investor.bill.com.

Our Compensation Committee may delegate to a committee including the CEO, either acting alone or together with one more officers, the ability to grant equity awards (generally, other than to executive officers or members of the Board of Directors), subject to certain limitations, as permitted by applicable law.

At least annually, the Compensation Committee reviews our executive compensation program and determines (and with respect to the CEO, formulates recommendations for consideration by our Board) the various elements of our Named Executive Officers’ compensation, with input from our Board, as well as any employment arrangements with our Named Executive Officers. The Compensation Committee is responsible for designing a compensation program that will attract and retain talented executives and support our long-term stockholder value creation with an effective pay-for-performance approach.

The Compensation Committee meets regularly during the fiscal year both with and without the presence of our Chief Executive Officer and other Named Executive Officers. The Compensation Committee also discusses compensation issues with our Chief Executive Officer and other members of the Board between its formal meetings.

Role of Management

The compensation of our Named Executive Officers is determined by the Compensation Committee. In discharging its responsibilities, the Compensation Committee also works with members of our management, including our Chief Executive Officer and senior People team and Legal executives. Our management team assists the Compensation Committee by providing information on corporate and individual performance, competitive market data, and management’s perspective and recommendations on compensation matters.

Members of management, including our Chief Executive Officer, regularly participate in Compensation Committee meetings to provide input on our compensation philosophy and objectives. Our Chief Executive Officer discusses with the Compensation Committee the compensation and performance of all executive officers. Our Chief Executive Officer bases his recommendations in part upon his review of the performance of our executive officers. The Compensation Committee reviews and discusses these recommendations and proposals with our Chief Executive Officer and uses them as one factor in determining and approving the compensation for our executive officers. None of our executives attends any portion of Compensation Committee meetings at which his or her compensation is discussed.

Role of the Compensation Consultant

The Compensation Committee may engage the services of outside advisors, experts and others to assist the Compensation Committee. For fiscal 2026, the Compensation Committee retained the services of Semler Brossy Consulting Group LLC (Semler Brossy) as independent compensation consultant to advise the Compensation Committee on compensation matters related to our executive and director compensation programs. In fiscal 2026, Semler Brossy provided the following support:

•assisted in the review and updating of our compensation peer group for fiscal 2027;

•analyzed the executive compensation levels and practices of the companies in our compensation peer group;

•provided advice with respect to compensation best practices and market trends for Named Executive Officers and directors;

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•assisted with the design of the short-term and long-term incentive compensation plans for our Named Executive Officers and other executives;

•reviewed the Compensation Discussion and Analysis and other Proxy Statement disclosures with respect to fiscal 2026; and

•provided ad hoc advice and support throughout the year.

Semler Brossy reported to and worked for the Compensation Committee. In fiscal 2026, Semler Brossy did not provide any services to us other than the services provided to our Compensation Committee. Our Compensation Committee has assessed the independence of Semler Brossy in fiscal 2026 taking into account, among other things, the factors set forth in Exchange Act Rule 10C-1 and the listing standards of the NYSE, and has concluded that no conflict of interest exists with respect to the work that Semler Brossy performed for our Compensation Committee.

Role of Competitive Market Data

As part of its annual compensation review process, the Compensation Committee generally reviews competitive market data for positions comparable to those of our Named Executive Officers and other key executives.

In February 2025, the Compensation Committee, with the assistance of Semler Brossy, reviewed our executive compensation peer group. The executive compensation peer group approved by the Compensation Committee to support fiscal 2026 pay decisions was comprised of publicly-listed direct competitors and cloud software companies. Additional factors that were considered in identifying peers included:

•revenue generally between $687 million and $2.8 billion and a preference for strong revenue growth;

•a market capitalization between $2.45 billion and $15.96 billion; and

•headquarters in the United States, with consideration given to San Francisco Bay Area companies in the overall peer group.

For fiscal 2026, the Compensation Committee reviewed market data from the following compensation peer group:

Our Compensation Committee removed Samsara and Zscaler from our fiscal 2026 compensation peer group either because the company did not meet one or more of the criteria discussed above and was no longer considered to be a meaningful comparison point or the company ceased to be publicly traded. Our Compensation Committee then added Workiva and Paycor to our fiscal 2026 compensation peer group based on the criteria set forth above.

The Compensation Committee evaluates our peer group annually and modifies the peer group as needed. Given that not all of the peer group companies report data for a position comparable to each of our executive officers, the Compensation Committee also reviews market data from the Radford Global Technology survey. Our Compensation Committee utilizes market data as one reference point along with various other factors, such as the individual’s performance, experience, and competitive market conditions in making compensation decisions.