BILL Holdings, Inc. BILL
Starboard, owning 8.5% of BILL Holdings, is launching a proxy fight to install four fintech-experienced directors on the Board at the 2025 Annual Meeting.
Thesis
This Schedule 13D Amendment No. 1 discloses that Starboard Value LP, holding an 8.5% stake (8,639,900 shares) in BILL Holdings, Inc., delivered a Nomination Letter on September 5, 2025 nominating four directors — Liat Ben-Zur (LBZ Advisory CEO, ex-Microsoft/Philips/Qualcomm), Nancy Disman (Strategic Advisor and former CFO of Shift4 Payments), Peter A. Feld (Starboard's Head of Research), and Frank T. Young (BCG Senior Advisor, ex-CSO Global Payments) — for election at BILL's 2025 Annual Meeting. The nominees collectively bring decades of senior-executive and director experience in fintech, payment processing, B2B SaaS, and digital transformation. The filing also discloses a Group Agreement, indemnification and compensation letter agreements with the nominees, and powers of attorney to execute SEC filings related to the proxy solicitation.
SCQA
BILL Holdings is a publicly-traded fintech (NYSE: BILL) providing financial automation software for small and mid-size businesses, where Starboard Value has built an 8.5% economic stake worth roughly 8.6 million shares.
Starboard believes the Board lacks the fintech, payments, and operating expertise needed to drive value, prompting it to launch a proxy contest rather than continue private engagement.
Starboard nominated a slate of four directors — Ben-Zur, Disman, Feld, and Young — for election at BILL's 2025 Annual Meeting and will solicit proxies in support of their election.
Not quantified in this filing; the 13D discloses only the nomination mechanics, not a target price, valuation framework, or specific operational/financial outcome the slate would deliver.
The three reasons
- 1
Starboard nominates four directors with deep fintech, payments and SaaS operating experience
- 2
Board refresh needed to drive value at BILL Holdings; Starboard owns 8.5% of shares
- 3
Nominees include former Shift4 CFO, ex-Global Payments CSO, and Starboard's Peter Feld
Primary demands
- Elect Starboard's slate of four director nominees (Liat Ben-Zur, Nancy Disman, Peter A. Feld, Frank T. Young) to BILL Holdings' Board at the 2025 Annual Meeting
- Refresh the Board with directors bringing fintech, payments, software and operating expertise
KPIs cited
Pattern membership
Where this document fits across the library's 12 rhetorical / structural patterns.
Notable slides (2)
Notes
SEC Schedule 13D/A (Amendment No. 1) filed by Starboard Value LP regarding BILL Holdings (NYSE: BILL). This is the formal regulatory disclosure of the proxy nomination event dated 09/05/2025; the full thesis case (peer benchmarking, valuation, operational critique) presumably lives in a separate investor deck not contained here. Document is plain SEC EDGAR text — no charts, no branding, no SCQA narrative. Includes detailed nominee biographies (Ben-Zur, Disman, Feld, Young) and Group / Indemnification / Compensation letter agreements. Stake of 8.5% is meaningful — above the 5% trigger and signals seriousness of the campaign. Author attributed to Jeffrey C. Smith as the named principal of Starboard, though the filing is signed by Lindsey Cara as Authorized Signatory.