Expensify (EXFY) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on June 13, 2025, with voting and Q&A available online.

• Stockholders will vote on electing eight directors, ratifying KPMG as auditor, and approving executive compensation.

• The company uses a multi-class share structure, with a Voting Trust controlling 84.3% of voting power.

• KPMG replaces EY as the independent auditor for fiscal 2025, with no disagreements reported in the transition.

Voting matters and shareholder proposals

• Proposals include electing eight directors, ratifying KPMG as auditor, and an advisory say-on-pay vote.

• The Board recommends voting FOR all proposals.

• No additional shareholder proposals were received for this meeting.

• Procedures for submitting proposals and director nominations for 2026 are outlined, with specific deadlines.

Board of directors and corporate governance

• The Board consists of eight members, three of whom are independent under Nasdaq rules.

• The company is a "controlled company" under Nasdaq, exempt from certain governance requirements.

• The Executive Committee manages most Board powers while the Voting Trust holds majority control.

• Audit Committee is fully independent; Compensation Committee includes executive officers.

• Board meetings and committee attendance exceeded 75% for all directors in 2024.