Document

DEF 14A 1 def14a.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐			Preliminary Proxy Statement
☐			Confidential, For Use of the Commission only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under §240.14a-12

EXPENSIFY, INC.

(Name of the Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):


☒			No fee required
☐			Fee paid previously with preliminary materials
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


Table of Contents

April 29, 2022

Dear Stockholder,

We cordially invite you to attend our 2022 Annual Meeting of Stockholders, to be held on Wednesday, June 22, 2022, at 10:00 a.m. (Pacific Time). The annual meeting will be a completely “virtual” meeting, conducted via live audio webcast, and you will not be able to attend the meeting in person. We believe the environmentally friendly virtual meeting format will provide expanded access, improved communication and cost savings for us and our stockholders. You will be able to attend the annual meeting, as well as vote and submit your questions during the live webcast of the meeting, by visiting www.virtualshareholdermeeting.com/EXFY2022 and entering the company number and control number included on your proxy card or in the instructions that accompany your proxy materials.

The Notice of Annual Meeting of Stockholders and the proxy statement that follow describe the business to be conducted at the meeting.

Whether or not you plan to attend the virtual annual meeting, your vote is very important and we encourage you to vote promptly. You may vote in advance by either marking, signing and returning the enclosed proxy card or using telephone or internet voting. For specific instructions on voting, please refer to the instructions on your enclosed proxy card. If you attend the virtual annual meeting, you will have the right to revoke your proxy and vote your shares virtually at the meeting. If you hold your shares through an account with a brokerage firm, bank, broker-dealer or other nominee, please follow the instructions you receive from them.

Sincerely,

David Barrett

Founder, CEO and Director


When	Wednesday, June 22, 2022 at 10:00 a.m. PDT
Where	Virtually at www.virtualshareholdermeeting.com/EXFY2022
Items of Business	1.Election of the eight nominees named in this Proxy Statement to serve on our Board of Directors. The Executive Committee on behalf of the Board of Directors recommends a vote “FOR” each nominee.
	2.Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ended December 31, 2022. The Executive Committee on behalf of the Board of Directors recommends a vote “FOR” this proposal.
	3.Any other business which may properly come before the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) or any adjournment or postponement. In addition to the business to be transacted as described above, management will speak on our developments over the past year and respond to questions of general interest to stockholders.
Who Can Vote	Only stockholders of record as of the close of business on April 25, 2022 will be entitled to notice of, and to vote at the Annual Meeting.

As permitted by the rules of the Securities and Exchange Commission, we have elected to furnish our proxy materials to stockholders by providing access to the materials on the internet. Accordingly, we are sending our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) rather than a paper set of the proxy materials. The Notice includes instructions on how to access our proxy materials over the internet, as well as how to request the materials in paper form.

Your vote is important. We encourage you to vote by proxy in advance of the meeting, whether or not you plan to attend the virtual meeting. The Notice includes instructions on how to vote, including by internet or telephone. If you hold your shares through a brokerage firm, bank, broker-dealer or other nominee, please follow the instructions you receive from them.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 22, 2022

This notice of the Annual Meeting, the Proxy Statement and the form of proxy are being distributed and made available on or about April 29, 2022. This Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2021 (the “Annual Report”) are also available on our website, investors.expensify.com, as well as proxyvote.com.

		By order of the Board of Directors,

		Cole Eason
		Secretary
April 29, 2022


			Page
General Information			1
Proposal 1: Election of Directors			6
Corporate Governance			7
Environmental, Social, and Governance			14
Proposal 2: Ratification of Independent Auditor			16
Audit Committee Report			17
Executive Compensation			18
Director Compensation			22
Stock Ownership of Certain Beneficial Owners and Management			24
Certain Relationships and Related Party Transactions			27
Stockholder Proposals			30
Delinquent Section 16(a) Reports			30
Other Matters			30


Name	Age	Position
David Barrett	45	Chief Executive Officer and Director
Ryan Schaffer	35	Chief Financial Officer and Director
Anu Muralidharan	39	Chief Operating Officer and Director
Jason Mills	40	Director
Daniel Vidal	33	Director
Timothy L. Christen	63	Director
Ying (Vivian) Liu	47	Director
Ellen Pao	52	Director


	2021		2020
Audit Fees(1)	$	3,311,790	$	2,275,574
Audit-Related Fees	$	—	$	—
Tax Fees	$	—	$	—
All Other Fees(2)	$	2,000	$	—
Total	$	3,313,790	$	2,275,574
(1) For fiscal 2020, Audit Fees consists of fees billed for audit services primarily related to the audit of our 2019 and 2020 annual consolidated financial statements. For fiscal 2021, Audit Fees consist of fees billed for audit services related to the audit of our 2021 annual consolidated financial statements, review of our quarterly consolidated financial statements; review of Form S-1s, comfort letters, consents and assistance with and review of other documents filed with the SEC; audit services provided in connection with other statutory and regulatory filings; and other accounting and financial reporting consultation and research work billed as audit fees or necessary to comply with the standards of the Public Company Accounting Oversight Board.
(2) All Other Fees consists of fees billed for permitted products and services not included in the first three categories.


Name and Principal Position	Year	Salary ($)		Bonus ($)(1)		Option Awards ($)(2)		All Other Compensation ($)(3)		Total ($)
David Barrett	2021	$	1,056,728	$	—	$	2,285,152	$	—	$	3,341,880
Chief Executive Officer	2020	$	933,072	$	—	$	126,851	$	—	$	1,059,923
Ryan Schaffer	2021	$	725,294	$	566,516	$	697,190	$	2,949,797	$	4,938,797
Chief Financial Officer	2020	$	677,006	$	109,751	$	35,930	$	37,461	$	860,148
Anu Muralidharan	2021	$	163,732	$	634,414	$	545,845	$	568,148	$	1,912,139
Chief Operating Officer	2020	$	166,275	$	8,400	$	214,465	$	18,778	$	407,918


		Option awards				Stock awards
Name	Vesting commencement date (1)	Number of securities underlying unexercised options exercisable (#)	Number of securities underlying unexercised options unexercisable (#)	Option exercise price ($)	Option expiration date	Number of shares or units of stock that have not vested (#)	Market value of shares of units of stock that have not vested ($)(2)
David Barrett	10/30/2014	1,585,640	—	0.21	11/24/2024	—	—
	4/12/2019 (3)	1,302,720	—	1.07	4/12/2025	—	—
	3/1/2020 (4)	41,550	—	1.60	6/21/2030	—	—
	9/15/2021 (5)	—	—	—	—	925,640	40,728,160
Ryan Schaffer	1/1/2016	1,610	—	0.53	3/31/2026	—	—
	10/30/2018 (4)	10,320	—	0.97	1/10/2029	—	—
	2/1/2019 (4)	4,930	—	0.97	4/12/2029	—	—
	3/1/2019 (4)	15,910	—	0.97	4/12/2029	—	—
	4/12/2019 (3)	421,050	—	0.97	4/12/2029	—	—
	9/1/2019 (4)	3,820	—	1.60	6/21/2030	—	—
	3/1/2020 (4)	4,540	—	1.60	6/21/2030	—	—
	1/1/2021 (4)	1,230	—	7.21	3/15/2031	—	—
	3/1/2021 (4)	16,520	—	7.21	3/15/2031	—	—
	9/16/2021 (4)	6,880	—	12.97	10/12/2031	—	—
	9/15/2021 (5)	—	—	—	—	251,040	11,045,760
Anu Muralidharan	3/1/2021 (4)	30,800	—	7.21	3/15/2031	—	—
	9/16/2021 (4)	5,500	—	12.97	10/12/2031	—	—
	9/15/2021 (5)	—	—	—	—	202,780	8,922,320


Name	Fees Paid in Cash ($)		Stock Awards ($)		Total
Tim Christen(1)	$	6,015	$	440,961	$	446,976
Vivian Liu(1)	$	4,273	$	440,961	$	445,234
Ellen Pao(1)	$	4,440	$	440,961	$	445,401


	Class A		LT10		LT50
Name of Beneficial Owner	Shares	%	Shares	%	Shares	%	% of voting power
Named Executive Officers, Directors and Director Nominees:
David Barrett(1)	6,518,550	9.2%	3,588,640	48.9%	3,588,630	57.7%	48.7%
Ryan Schaffer(2)	495,674	*	489,090	6.7%	—	—	1.2%
Anu Muralidharan(3)	115,050	*	102,140	1.4%	89,850	1.4%	1.2%
Jason Mills(4)	633,020	*	576,720	7.9%	519,640	8.3%	7.2%
Daniel Vidal(5)	284,070	*	112,650	1.5%	112,640	1.8%	1.6%
Timothy L. Christen	10,092	*	—	—	—	—	*
Ying (Vivian) Liu	9,909	*	—	—	—	—	*
Ellen Pao	9,779	*	—	—	—	—	*
All current executive officers, directors and director nominees as a group (8 persons)(6)	8,046,364	11.2%	4,878,240	66.5%	4,310,760	69.3%	58.5%
5% Stockholders:
Expensify Voting Trust(7)	—	—	7,331,970	100.0%	6,224,160	100.0%	85.0%
Hillsven LLC(8)	9,046,150	13.3%	—	—	—	—	2.0%
Entities affiliated with OpenView Venture Partners(9)	10,044,250	14.8%	—	—	—	—	2.2%
Entities affiliated with PJC(10)	7,144,840	10.5%	—	—	—	—	1.6%
Octopus Head Inc.(11)	6,516,640	9.6%	—	—	—	—	1.4%


	LT10	LT50
Mr. Barrett	3,588,640	3,588,630
Mr. Schaffer	498,090	0
Ms. Muralidharan	102,140	89,850
Mr. Mills	576,720	519,640
Mr. Vidal	112,650	112,640

SEC Form DEF 14A filed by Expensify Inc.