exfy-20240426

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)

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☐			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 26, 2024

Dear Stockholder,

We cordially invite you to attend our 2024 Annual Meeting of Stockholders, to be held on Friday, June 14, 2024 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/EXFY2024 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 received paper copies of the proxy materials, or on the Notice of Internet Availability of Proxy Materials. If you are a record holder and 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	Friday, June 14, 2024 at 10:00 a.m. PDT
Where	Virtually at www.virtualshareholdermeeting.com/EXFY2024
Items of Business	1.Election of the eight director nominees named in this Proxy Statement to serve on our Board of Directors until the 2025 Annual Meeting of Stockholders and until their respective successors shall have been duly elected and qualified. The Executive Committee of the 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, 2024. The Executive Committee on behalf of the Board of Directors recommends a vote “FOR” this proposal.
	3.Approval, on an advisory basis, of the compensation of our named executive officers. The Executive Committee on behalf of the Board of Directors recommends a vote “FOR” this proposal.
	4.Transaction of any other business which may properly come before the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) or any adjournment, continuation or postponement of the Annual Meeting.
Who Can Vote	Only stockholders of record as of the close of business on April 22, 2024 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 proxy 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, unless a stockholder has previously requested printed 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 14, 2024
This notice of the Annual Meeting, the Proxy Statement and the form of proxy are being distributed and made available on or about April 26, 2024. The Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2023 are also available on our website, ir.expensify.com, as well as www.proxyvote.com.
		By order of the Board of Directors,

		Cole Eason
April 26, 2024		Corporate Secretary


			Page
General Information			1
Proposal 1: Election of Directors			7
Corporate Governance			8
Environmental, Social, and Governance			16
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm			18
Audit Committee Report			20
Director Compensation			21
Executive Compensation			23
Compensation Discussion and Analysis			23
Compensation Committee Report			27
Pay vs Performance			33
Proposal 3: Advisory Vote to Approve the Company’s Executive Compensation			36
Equity Compensation Plan Information			37
Stock Ownership of Certain Beneficial Owners and Management			38
Certain Relationships and Related Party Transactions			41
Stockholder Proposals			44
Delinquent Section 16(a) Reports			44
Other Matters			45


	2023		2022
Audit Fees(1)	$	2,837,726	$	3,918,410
Audit-Related Fees	$	—	$	—
Tax Fees	$	—	$	—
All Other Fees(2)	$	6,959	$	3,470
Total	$	2,844,685	$	3,921,880


Name	Fees Paid in Cash ($)(1)		Stock Awards ($)(2)		Total
Tim Christen	$	50,000	$	152,301	$	202,301
Vivian Liu	$	40,000	$	152,196	$	192,196
Ellen Pao	$	40,000	$	152,110	$	192,110


Name	Payroll Deductions Applied Towards the Purchase of Shares		Shares of our Class A Common Stock Purchased	Fully-Vested Shares of our Class A Common Stock Issued as Matching Shares	Value of Shares issued as Matching Shares as of the Date of Issuance(1)
David Barrett	$	185,928	24,927	15,528	$	77,094
Ryan Schaffer	$	44,381	8,417	2,069	$	8,344
Anu Muralidharan	$	16	3	3,096	$	12,794


Name	Fully-Vested Shares of our Class A Common Stock Issued as Discretionary Shares	Value of Shares issued as Discretionary Shares as of the Date of Issuance(1)
David Barrett	27,173	$	89,457
Ryan Schaffer	24,287	$	81,392
Anu Muralidharan	63,726	$	207,560


Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)(1)	Option Awards ($)(1)	All Other Compensation ($)(2)	Total ($)
David Barrett	2023	1,670,564	—	166,550	—	—	1,837,114
Chief Executive Officer	2022	1,606,327	—	48,565	—	—	1,654,892
	2021	1,056,728	—	18,910,825	—	—	19,967,553
Ryan Schaffer	2023	1,035,779	—	89,736	—	7,910	1,133,425
Chief Financial Officer	2022	854,245	10,505	1,755	—	8,335	874,840
	2021	725,294	566,516	5,128,747	174,806	2,957,368	9,552,731
Anu Muralidharan	2023	710,601	—	220,354	—	12,556	943,511
Chief Operating Officer	2022	447,040	—	10,066	—	13,551	470,657
	2021	163,732	634,414	4,142,795	351,412	575,109	5,867,462


Name	Grant Date	All Other Stock Awards: Number of Shares of Stock or Units (#)	Grant Date Fair Value of Stock and Option Awards ($)(3)
David Barrett	03/15/2023(1)	3,578	27,014
	06/15/2023(1)	3,692	26,398
	07/10/2023(2)	2,405	18,663
	09/12/2023(2)	5,462	22,722
	09/15/2023(1)	3,930	13,598
	11/20/2023(2)	19,306	48,072
	12/15/2023(1)	4,328	10,084
Ryan Schaffer	03/15/2023(1)	244	1,842
	06/15/2023(1)	341	2,438
	07/10/2023(2)	2,308	17,910
	09/12/2023(2)	5,242	21,807
	09/15/2023(1)	536	1,855
	11/20/2023(2)	16,737	41,675
	12/15/2023(1)	948	2,209
Anu Muralidharan	03/15/2023(1)	465	3,511
	06/15/2023(1)	476	3,403
	07/10/2023(2)	5,394	41,857
	09/12/2023(2)	12,249	50,956
	09/15/2023(1)	760	2,630
	11/20/2023(2)	46,083	114,747
	12/15/2023(1)	1,395	3,250


		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(3)	1,585,640	—	0.21	11/24/2024	—	—
	4/12/2019(4)	1,302,720	—	1.07	4/11/2024	—	—
	3/1/2020	41,550	—	1.60	6/21/2030	—	—
	9/15/2021(5)	—	—	—	—	665,304	1,643,301
Ryan Schaffer	1/1/2016(3)	1,610	—	0.53	3/31/2026	—	—
	10/30/2018(3)	10,320	—	0.97	1/10/2029	—	—
	2/1/2019	4,930	—	0.97	2/1/2019	—	—
	3/1/2019	15,910	—	0.97	3/1/2019	—	—
	4/12/2019(4)	320,283	—	0.97	4/12/2019	—	—
	9/1/2019	3,820	—	1.60	6/21/2030	—	—
	3/1/2020	4,540	—	1.60	6/21/2030	—	—
	1/1/2021	1,230	—	7.21	3/15/2031	—	—
	3/1/2021	16,520	—	7.21	3/15/2031	—	—
	9/16/2021	6,880	—	12.97	10/12/2031	—	—
	9/15/2021(5)	—	—	—	—	180,434	445,672
Anu Muralidharan	3/1/2021	30,800	—	7.21	3/15/2031	—	—
	9/16/2021	5,500	—	12.97	10/12/2031	—	—
	9/15/2021(5)	—	—	—	—	145,748	359,998


					Value of Initial Fixed $100 Investment Based On(4):
Year	Summary Compensation Table Total for PEO(1) ($)	Compensation Actually Paid to PEO(1)(2)(3) ($)	Average Summary Compensation Table Total for Non-PEO NEOs(1) ($)	Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($)	Total Shareholder Return ($)	Peer Group Total Shareholder Return ($)	Net Income ($ thousands)
2023	1,837,115	(910,783)	1,038,468	284,408	6.02	117.68	(41,455)
2022	1,654,892	(22,452,927)	672,749	(4,658,841)	21.51	75.25	(27,009)
2021	19,967,553	71,002,544	7,710,097	25,565,947	107.16	105.85	(13,558)


Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights	Weighted Average Exercise Price of Outstanding Options, Warrants and Rights(1)		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
Equity compensation plans approved by security holders	11,291,196(2)	$	1.68	22,282,735(3)
Equity compensation plans not approved by security holders	—	$	—	—
Totals	11,291,196	$	1.68	22,282,735


	Class A		LT10		LT50
Name of Beneficial Owner	Shares	%	Shares	%	Shares	%	% of voting power
Named Executive Officers, Directors and Director Nominees:
David Barrett(1)	4,150,183	5.6%	3,600,066	49.1%	3,727,207	51.1%	44.2%
Ryan Schaffer(2)	508,764	*	498,090	6.8%	39,225	*	1.5%
Anu Muralidharan(3)	94,559	*	114,140	1.6%	121,534	1.7%	1.4%
Jason Mills(4)	206,790	*	582,885	7.9%	557,853	7.6%	6.7%
Daniel Vidal(5)	352,353	*	112,650	1.5%	140,893	1.9%	1.7%
Timothy L. Christen	103,442	*	—	—	—	—	*
Ying (Vivian) Liu	37,645	*	—	—	—	—	*
Ellen Pao	19,291	*	—	—	—	—	*
All current executive officers, directors and director nominees as a group (8 persons)(6)	5,473,027	7.3%	4,907,831	66.9%	4,586,712	62.9%	55.3%
5% Stockholders:
Expensify Voting Trust(7)	—	—	7,333,335	100.0%	7,292,587	100.0%	85.9%
BlackRock, Inc.(8)	4,225,143	5.9%	—	—	—	—	*
Octopus Head Inc.(9)	6,456,400	9.0%	—	—	—	—	1.3%
Steve McLaughlin(10)	9,892,832	13.8%	—	—	—	—	1.9%


Year	Summary Compensation Table Total for PEO ($)	Exclusion of Stock Awards and Option Awards for PEO ($)	Inclusion of Equity Values for PEO ($)	Compensation Actually Paid to PEO ($)
2023	1,837,115	(166,550)	(2,581,347)	(910,783)


Year	Summary Compensation Table Average Total for Non-PEO NEOs ($)	Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($)	Inclusion of Equity Values for Non-PEO NEOs ($)	Compensation Actually Paid to Non-PEO NEOs ($)
2023	1,038,468	(155,045)	(599,016)	284,408


Year	Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($)	Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($)	Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($)	Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($)	Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($)	Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for PEO ($)	Total – Inclusion of Equity Values for PEO ($)
2023	—	(1,990,272)	77,094	(668,169)	—	—	(2,581,347)

SEC Form DEF 14A filed by Expensify Inc.