exfy-20230428

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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☒			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 28, 2023

Dear Stockholder,

We cordially invite you to attend our 2023 Annual Meeting of Stockholders, to be held on Wednesday, June 21, 2023 at 9:00 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/EXFY2023 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	Wednesday, June 21, 2023 at 9:00 a.m. PDT
Where	Virtually at www.virtualshareholdermeeting.com/EXFY2023
Items of Business	1.Election of the eight director nominees named in this Proxy Statement to serve on our Board of Directors until the 2024 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, 2023. The Executive Committee on behalf of the Board of Directors recommends a vote “FOR” this proposal.
	3.Advisory vote on the frequency of future advisory votes on the compensation of our named executive officers. The Executive Committee on behalf of the Board of Directors recommends a vote for “ONE YEAR” for the frequency of future advisory votes on the compensation of our named executive officers.
	4.Transaction of any other business which may properly come before the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) or any adjournment, continuation or postponement of the Annual Meeting. 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 24, 2023 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 21, 2023
This notice of the Annual Meeting, the Proxy Statement and the form of proxy are being distributed and made available on or about April 28, 2023. The Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2022 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 28, 2023		Corporate Secretary


			Page
General Information			1
Proposal 1: Election of Directors			7
Corporate Governance			8
Environmental, Social, and Governance			15
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm			17
Audit Committee Report			19
Proposal 3: Frequency on Future Advisory Votes on Executive Compensation			20
Director Compensation			21
Executive Compensation			23
Compensation Discussion and Analysis			23
Compensation Committee Report			27
Pay vs Performance			32
Equity Compensation Plan Information			35
Stock Ownership of Certain Beneficial Owners and Management			36
Certain Relationships and Related Party Transactions			39
Stockholder Proposals			42
Delinquent Section 16(a) Reports			42
Other Matters			42


	2022		2021
Audit Fees(1)	$	3,825,410	$	3,311,790
Audit-Related Fees	$	—	$	—
Tax Fees	$	—	$	—
All Other Fees(2)	$	3,470	$	2,000
Total	$	3,828,880	$	3,313,790


Name	Fees Paid in Cash ($)		Stock Awards ($)(1)		Total
Tim Christen	$	48,575	$	112,106	$	160,681
Vivian Liu	$	38,866	$	112,106	$	150,972
Ellen Pao	$	39,071	$	112,106	$	151,177


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
David Barrett	$	574,577	42,739	3,899	$	48,565
Ryan Schaffer	$	25,187	2,069	152	$	1,755
Anu Muralidharan	$	127,078	8,636	803	$	10,066


Name and Principal Position	Year	Salary ($)		Bonus ($)(		Stock Awards ($)(1)		Option Awards ($)(1)		All Other Compensation ($)(2)		Total ($)
David Barrett	2022	$	1,606,327	$	—	$	48,565	$	—	$	—	$	1,654,892
Chief Executive Officer	2021	$	1,056,728	$	—	$	18,910,825	$	—	$	—	$	19,967,553
	2020	$	933,072	$	—	$	—	$	126,851	$	—	$	1,059,923
Ryan Schaffer	2022	$	864,750	$	—	$	1,755	$	—	$	8,335	$	874,840
Chief Financial Officer	2021	$	725,294	$	566,516	$	5,128,747	$	174,806	$	2,957,367	$	9,552,730
	2020	$	677,006	$	109,751	$	—	$	35,930	$	37,461	$	860,148
Anu Muralidharan	2022	$	447,040	$	—	$	10,066	$	—	$	13,551	$	470,657
Chief Operating Officer	2021	$	163,732	$	634,414	$	4,142,795	$	351,412	$	575,109	$	5,867,462
	2020	$	166,275	$	8,400	$	—	$	214,465	$	18,778	$	407,918


Name	Grant Date(1)	All Other Stock Awards: Number of Shares of Stock or Units (#)	Grant Date Fair Value of Stock and Option Awards ($)(2)
David Barrett	06/15/2022	535	$	9,336
	09/15/2022	1,143	$	18,574
	12/15/2022	2,221	$	20,655
Ryan Schaffer	06/15/2022	18	$	314
	09/15/2022	28	$	455
	12/15/2022	106	$	986
Anu Muralidharan	06/15/2022	121	$	2,111
	09/15/2022	232	$	3,770
	12/15/2022	450	$	4,185


		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)	—	—	—	—	781,008	6,896,301
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)	355,783	—	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)	—	—	—	—	211,814	1,870,318
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)	—	—	—	—	171,096	1,510,778


									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)
2022	$	1,654,892	$	(22,452,927)	$	672,749	$	(4,714,409)	$	21.51	$	75.25	$	(27,009)
2021	$	19,967,553	$	71,002,544	$	7,710,097	$	20,678,009	$	107.16	$	105.85	$	(13,558)


Year	Summary Compensation Table Total for PEO ($)		Exclusion of Stock Awards and Option Awards for PEO ($)		Inclusion of Equity Values for PEO ($)		Compensation Actually Paid to PEO ($)
2022	$	1,654,892	$	(48,565)	$	(24,059,254)	$	(22,452,927)
2021	$	19,967,553	$	(18,910,825)	$	69,945,816	$	71,002,544


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	12,985,950(2)	$	1.67	17,336,973(3)
Equity compensation plans not approved by security holders	—	$	—	—
Totals	12,985,950	$	1.67	17,336,973


	Class A		LT10		LT50
Name of Beneficial Owner	Shares	%	Shares	%	Shares	%	% of voting power
Named Executive Officers, Directors and Director Nominees:
David Barrett(1)	6,388,574	8.9%	3,600,066	49.1%	3,671,383	52.6%	45.8%
Ryan Schaffer(2)	496,588	*	498,090	6.8%	23,535	*	1.4%
Anu Muralidharan(3)	99,457	*	114,140	1.6%	108,861	1.6%	1.4%
Jason Mills(4)	103,816	*	582,885	7.9%	542,568	7.8%	6.7%
Daniel Vidal(5)	294,243	*	112,650	1.5%	129,592	1.9%	1.6%
Timothy L. Christen	21,173	*	—	—	—	—	*
Ying (Vivian) Liu	20,119	*	—	—	—	—	*
Ellen Pao	19,291	*	—	—	—	—	*
All current executive officers, directors and director nominees as a group (8 persons)(6)	7,443,261	10.3%	4,907,831	66.9%	4,475,939	64.2%	56.7%
5% Stockholders:
Expensify Voting Trust(7)	—	—	7,335,456	100.0%	6,975,375	100.0%	86.0%
Octopus Head Inc.(8)	6,456,400	9.4%	—	—	—	—	1.3%
Entities affiliated with OpenView Venture Partners(9)	10,044,250	14.7%	—	—	—	—	2.0%
Entities affiliated with PJC(10)	5,229,194	7.6%	—	—	—	—	1.1%
Steve McLaughlin(11)	5,575,636	8.1%	—	—	—	—	1.1%
The Vanguard Group(12)	3,981,436	5.8%	—	—	—	—	*


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 ($)		Compensation Actually Paid to Non-PEO NEOs ($)
2022	$	672,749	$	(5,911)	$	(5,381,247)	$	(4,714,409)
2021	$	7,710,097	$	(4,898,880)	$	17,866,792	$	20,678,009


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 ($)
2022	$	—	$	(18,251,455)	$	48,565	$	(5,856,365)	$	—	$	—	$	(24,059,254)
2021	$	40,728,160	$	27,481,122	$	—	$	1,736,535	$	—	$	—	$	69,945,816

SEC Form DEF 14A filed by Expensify Inc.