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April 29, 202228, 2023

Dear Stockholder,

We cordially invite you to attend our 20222023 Annual Meeting of Stockholders, to be held on Wednesday, June 22, 2022,21, 2023 at 10:9:00 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/EXFY2022EXFY2023 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.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

Portland, OR 92704

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board of Directors” or the “Board”) of Expensify, Inc., a Delaware corporation, for use at the 20222023 Annual Meeting of Stockholders (the “Annual Meeting”). The Annual Meeting will take place virtually at www.virtualshareholdermeeting.com/EXFY2022EXFY2023 on Wednesday, June 22, 202221, 2023 at 10:9:00 a.m. (Pacific Time). You will not be able to attend in person. This Proxy Statement, form of proxy and other related materials are first being mailed to stockholders on or about April 29, 2022.28, 2023. References in this Proxy Statement to “we,” “us,” “our” or the “Company” refer to Expensify, Inc. and its consolidated subsidiaries. When we refer to the Company’s fiscal year, we mean the annual period ended on December 31. This Proxy Statement covers our 20212022 fiscal year, which was from January 1, 20212022 through December 31, 20212022 (“fiscal 2021”2022”). Certain information contained in this Proxy Statement is incorporated by reference into Part III of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021,2022, as filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 20228, 2023 (the “Annual Report”).

References to the “IPO” refer to the initial public offering of our Class A common stock in November 2021. We use the term “LT Holders” herein to refer to our current and former employees and service providers who hold shares of our LT10 common stock and/or our LT50 common stock through a voting trust (the “Voting Trust”) governed by a trust agreement, dated November 9, 2021, by and among the Company, each LT Holder and the trustees named therein (the “Voting Trust Agreement”). All outstanding shares of our LT10 common stock and LT50 common stock are held directly by the Voting Trust.

Below are answers to common questions stockholders may have about the Proxy Materials and the Annual Meeting.

The “Proxy Materials” are a reference to the Proxy Statement and our Annual Report. If you request printed versions of the Proxy Materials, and you are entitled to vote at the Annual Meeting, you will also receive a proxy card.

Under rules adopted by the SEC, we are electing to furnish the Proxy Materials to our stockholders by providing access to the Proxy Materials on the internet, rather than mailing printed copies. If you received a Notice of Internet Availability of Proxy Materials (the “Notice”) by mail, you will not receive printed copies of the Proxy Materials unless you request them. Instead, the Notice will instruct you how to access and review the Proxy Materials on the internet. If you would like printed copies of the Proxy Materials, please follow the instructions in the Notice.

We believe holding our Annual Meeting via live webcast is an environmentally friendly way to provide expanded access, improved communication and cost savings for us and our stockholders. The virtual meeting provides the same rights to participate as an in-person meeting. Stockholders will not be permitted to physically attend the Annual Meeting.

Persons with evidence of stock ownership as of the Record Date (as defined below), including both stockholders of record and stockholders whose shares are held in street name (as described below), can participate in the Annual Meeting by visiting www.virtualshareholdermeeting.com/EXFY2022.EXFY2023. You will

need the 16-digit control number included on your Notice, on your proxy card or on the instructions

There are twothree proposals to be voted on at the Annual Meeting:

For Proposal 1, each director must be elected by a plurality of the votes cast. This means that the eight nominees receiving the largest number of “for” votes will be elected as directors. We do not have cumulative voting.

For Proposal 2, the ratification of the appointment of our independent registered public accounting firm for the fiscal year ending December 31, 2022, and any other proposals that may come before the Annual Meeting2023, will be determined by the affirmative vote of the holders of a majority in voting power of the votes cast.

Holders of our Class A common stock are entitled to one vote for each share held as of the Record Date. Holders of our LT10 common stock are entitled to ten votes for each share held as of the Record Date. Holders of our LT50 common stock are entitled to fifty votes for each share held as of the Record Date. Holders of our Class A common stock, LT10 common stock and LT50 common stock will vote as a single class on all matters at the Annual Meeting. At the close of business on the Record Date, we had outstanding and entitled to vote 68,032,66068,507,268 shares of Class A common stock, 7,331,9707,335,456 shares of LT10 common stock and 6,224,1606,975,375 shares of LT50 common stock. All outstanding shares of our LT10 common stock and LT50 common stock are held directly by the Voting Trust, and pursuant to the Voting Trust Agreement, each LT Holder has agreed that the Trustees of the Voting Trust have full authority to vote his or her shares on all matters at the Annual Meeting in the Trustees’ sole and absolute discretion. As a result, the Trustees of the Voting Trust will be entitled to an aggregate of 384,527,700422,123,310 votes on all matters to be voted upon at the Annual Meeting, representing approximately 85.0%86.0% of the total voting power of our outstanding common stock.

We expect the Voting Trust to vote in favor ofFOR each of the nominees for director. As of the Record Date, the Voting Trust held sufficient shares of our common stock to ensure the election of such nominees at the Annual Meeting. We also expect the Voting Trust to vote in favor ofFOR the ratification of our independent registered public accounting firm.firm for the fiscal year ending December 31, 2023 and for ONE YEAR on the frequency of future advisory votes on the compensation of our named executive officers.

Abstentions (shares presentA “vote withheld,” in the case of the proposal regarding the election of directors, or an “abstention,” in the case of the two other proposals to be voted on at the meeting or represented by proxy that are voted “abstain”)Annual Meeting, represents a stockholder’s affirmative choice to decline to vote on a proposal. Votes withheld and broker non-votes (explained below)abstentions are counted as present and entitled to vote for purposes of determining a quorum. Votes withheld have no effect on the purposeelection of establishing the presence of a quorum, butdirectors and abstentions are not counted as votes cast.cast and as such will have no effect on the

There are four ways for stockholders of record to vote:

If you hold your shares through a brokerage firm, bank, broker-dealer or other similar organization, please follow their instructions. You may also elect to participate in the Annual Meeting via live webcast, through which you may vote online during the Annual Meeting prior to the closing of the polls, and any previous votes that you submitted will be superseded.

Beneficial owners of shares held in street name who wish to change their votes should contact the organization that holds their shares.

If you hold your shares in street name and you do not vote, the broker or other organization holding your shares can vote on certain “routine” proposals but cannot vote on other proposals. ProposalProposals 1 isand 3 are not considered a “routine” proposal.proposals. Proposal 2 is considered a “routine” proposal. If you hold shares in street name and do not vote on ProposalProposals 1 or 3, your shares will be counted as “broker non-votes.” Because Proposal 2 is considered “routine,” brokerage firms, banks, broker-dealers and other nominees have discretionary authority to vote without receiving instructions.

Presence at the Annual Meeting, virtually or by proxy, of the holders of a majority in voting power of the stock issued and outstanding and entitled to vote at the Annual Meeting will constitute a quorum, permitting the Annual Meeting to proceed and business to be conducted. Proxies received but with items marked as abstentions or containing broker non-votes will be included in the calculation of the number of votes considered to be present at the meeting for purposes of determining whether a quorum is present.

The Company is paying the costs of the solicitation of proxies. Members of our Board and officers and employees may solicit proxies by mail, telephone, fax, email or in person. We will not pay directors, officers or employees any extra amounts for soliciting proxies. We may, upon request, reimburse brokerage firms, banks, broker-dealers or other nominees representing street name holders for their expenses in forwarding Proxy Materials to their customers who are street name holders and obtaining their voting instructions.

We will file a Current Report on Form 8-K with the SEC including the final voting results from the Annual Meeting within four business days of the Annual Meeting.

Some brokerage firms, banks, broker-dealers and other nominees may be participating in the practice of “householding” Proxy Materials. This means that only one copy of our Proxy Materials may be sent to multiple stockholders in your household. If you hold your shares in street name and want to receive separate copies of the Proxy Materials in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact the brokerage firm, bank, broker-dealer or other nominee that holds your shares. If your shares are registered in your own name and you want to

You can contact Expensify Investor Relations at investors@expensify.com.investors@expensify.com if you have additional questions related to the Annual Meeting. Stockholders who hold their shares in street name should contact the organization that holds their shares for additional information related to the Annual Meeting on how to vote.

Our amended and restated bylaws provide that our Board of Directors shall consist of such number of directors as shall from time to time be fixed by our Board of Directors. Currently, our Board of Directors is composed of eight members, three of whom have been determined by the Executive Committee on behalf of the Board of Directors to be independent directors as defined under the rules of The Nasdaq Stock Market LLC (“Nasdaq”). We do not have a classified board of directors. At each annual meeting of our stockholders, each of our directors will be elected by our stockholders to serve until the next annual meeting of our stockholders and until his or her successor is duly elected and qualified.

We expect the Voting Trust to vote in favor of the eight nominees for directors. Please see “Certain Relationships and Related Party Transactions” below for a description of the Voting Trust Agreement.

In the event that any nominee for director becomes unavailable or declines to serve as a director at the time of the Annual Meeting, the persons named as proxies will vote the proxies in their discretion for any nominee who is designated by the current Board of Directors to fill the vacancy. All of the nominees are currently serving as directors and we do not expect that any of the nominees will be unavailable or will decline to serve. Each of the nominees for director has agreed to be named in this Proxy Statement and to serve as a director if elected.

In determining that each director should be nominated for re-election, our Board of Directors considered his or her service, business experience, prior directorships and the qualifications, attributes and skills described in the nominee’s biography set forth below under “Corporate Governance—Executive Officers and Directors.” We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business.

Below is a list of the names and ages, as of April 29, 2022,28, 2023, of our directors and executive officers, and a description of the business experience of each of them. There are no family relationships among any of our executive officers or directors.

our board of directors due to his long history of leadership with our company, his perspective and experience as our Chief Product Officer and his comprehensive knowledge of our business.

Because the Voting Trust controls more than 50% of the voting power of our outstanding common stock, we are considered a “controlled company” within the meaning of the corporate governance standards of

the Nasdaq. As a “controlled company”, we are permitted to and elect not to comply with certain corporate governance requirements of the Nasdaq, including the requirements that (i) a majority of our Board of Directors consist of independent directors, (ii) we either establish a nominating and corporate governance committee composed entirely of independent directors or ensure that nominees for director are determined or recommended to the Board of Directors by a majority of the independent members of the Board of Directors and (iii) we establish a compensation committee composed entirely of independent directors. For an indeterminate period, we intend to utilize these exemptions. As a result, although ourthe Audit Committee of our Board (the “Audit Committee”) is fully independent as required by Nasdaq listing standards, we do not have a nominating and corporate governance committee, and the members of our Board’s Compensation Committee (the “Compensation Committee”) are not independent directors. Additionally, a majority of our directors are not currently independent and we do not expect in the immediate future that the majority of our directors will be independent. Accordingly, although we may transition to a Board with a majority of independent directors prior to the time we cease to be a “controlled company,” for such period of time our stockholders will not have the same protections afforded to stockholders of companies that are subject to all of these corporate governance requirements. In the event that we cease to be a “controlled company” and our shares continue to be listed on the Nasdaq, we will be required to comply with these provisions within the applicable transition periods.

The Company’s Executive Committee on behalf of the Board of Directors is responsible for identifying, evaluating and nominating candidates to serve on the Board of Directors and its committees. In evaluating director candidates, the Executive Committee considers the criteria set forth in our Corporate Governance Guidelines, as well as any other factors that they deem to be relevant, including:

Generally, the Executive Committee will consider candidates who have a high level of personal and professional integrity, strong ethics and the ability to make mature business judgments. The Executive Committee and the Board monitor the mix of specific experience, qualifications and skills of its directors in order to assure that the Board, as a whole, has the necessary tools to perform its oversight function effectively in light of the Company’s business and structure. Although the Executive Committee may consider whether nominees assist in achieving a mix of board members that represents a diversity of

background and experience, which is not only limited to race, gender or national origin, we have no formal policy regarding board diversity.

The Executive Committee will consider a candidate nominated by a stockholder in a manner consistent with its evaluation of potential nominees. Any recommendation submitted to the Company should be in writing and should include any supporting material the stockholder considers appropriate in support of that recommendation, but must include information that would be required under the rules of the SEC to be included in a proxy statement soliciting proxies for the election of such candidate and a written consent of the candidate to serve as one of our directors if elected, and must otherwise comply with the requirements under our amended and restated bylaws for stockholders to recommend director nominees.

Stockholder nominees should be submitted to the Company’s Secretary at the Company’s principal executive offices. All recommendations for director nominations received by the Secretary that satisfy requirements set forth in the SEC rules and in our amended and restated bylaws relating to such nominations will be presented to the Executive Committee for its consideration. Stockholders must also satisfy the notification, timeliness, consent and information requirements set forth in our amended and restated bylaws. These timing requirements are also described in this Proxy Statement under the caption “Stockholder Proposals.”

During fiscal 2021,2022, our Board of Directors held one meetingfour meetings, our Compensation Committee held four meetings and our Audit Committee held one meeting.five meetings. During fiscal 2021,2022, each director attended at least 75% of the total number of meetings of the Board of Directors and committees on which the director served. Members of our Board of Directors are encouraged to attend annual meetings of stockholders,stockholders; however we do not have a formal policy regarding attendance of directors at our annual meetingmeetings of stockholders. All of our directors, with the exception of one, attended our 2022 Annual Meeting of Stockholders.

The chair of the Audit Committee, or in his or her absence a director designated by the chair of the Audit Committee, presides over executive sessions of the independent directors, which are held on a regularly scheduled basis, not less than once per year.

The table below provides certain highlights of the composition of our Board members and nominees as of April 29, 2022.28, 2023. Each of the categories listed in the table below has the meaning as it is used in Nasdaq Rule 5605(f).

Our Board of Directors directs the management of our business and affairs, as provided by Delaware law, and conducts its business through meetings and actions by unanimous written consent of the Board of Directors and duly authorized committees of the Board of Directors. For as long as the Voting Trust controls a majority of the voting power of our outstanding common stock, we will have a standing Executive Committee and Audit Committee. We established a Compensation Committee in March 2022. As a “controlled company” under Nasdaq’s rules and corporate governance standards, we are not required to have a Nominatingnominating and Corporate Governance Committee.corporate governance committee. In addition, from time to time, other committees may be established by the Board of Directors when necessary.

Our amended and restated certificate of incorporation provides that for as long as the Voting Trust holds securities representing at least 50% of the voting power of our outstanding capital stock, the Executive Committee will be authorized to exercise all of the powers and authority of the Board of Directors in the management of our business and affairs, except for (i) matters that must be approved by the Audit Committee, (ii) matters that must be approved by a committee qualified to grant equity to persons subject to Section 16 of the Exchange Act for purposes of exempting transactions pursuant to Section 16b-3 thereunder, (iii) matters required under Delaware law to be approved by the full Board of Directors, or (iv) as otherwise required by SEC rules and the rules of Nasdaq. The Executive Committee may not delegate any or all of its powers and authority to a subcommittee. Our Executive Committee consists of Messrs. Barrett, Schaffer, Mills and Vidal and Ms. Muralidharan.

Our Audit Committee is responsible for, among other things:

Our Audit Committee consists of Mr. Christen, Ms. Liu and Ms. Pao, with Mr. Christen serving as chair. Rule 10A-3 of the Exchange Act and Nasdaq rules require that our Audit Committee be composed entirely of independent members. Our Executive Committee on behalf of our Board of Directors has affirmatively determined that Mr. Christen, Ms. Liu and Ms. Pao each meet the definition of “independent director” for purposes of serving on the audit committeeAudit Committee under Rule 10A-3 and Nasdaq rules. Each member of our Audit Committee meets the financial literacy requirements of Nasdaq listing standards. In addition, our Executive Committee on behalf of our Board of Directors has determined that Mr. Christen qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K. Our Audit Committee operates under a written charter which satisfies the applicable listing standards of Nasdaq and which is available on our website at investors.expensify.com.

Our Compensation Committee was formed in March 2022. The Compensation Committee’s responsibilities include:is responsible for, among other things:

Our Compensation Committee currently consists of Messrs. Barrett, Schaffer, Mills and Vidal and Ms. Muralidharan with Mr. Barrett serving as chair. Mr. Barrett, Mr. Schaffer and Ms. Muralidharan, each an executive officer, participate in the deliberations of the Compensation Committee in determining executive officer and director compensation, except as otherwise determined by the Compensation Committee. As a controlled company, we rely upon the exemption from the requirement that we have a Compensation Committee composed entirely of independent directors. The Compensation Committee may delegate any or all of its responsibilities to a subcommittee of the committee. In March 2022, the

Compensation Committee engaged Semler Brossy Consulting Group LLP (“Semler Brossy”) to serve as its compensation consultant to review

During fiscal 2021, our Board of Directors did not have a compensation committee. The full Board of Directors,Compensation Committee, including at such time our executive officers Mr. Barrett and Mr. Schaffer, participated in deliberations regarding the algorithm used to determine the compensation of all employees, including all executive officers. To the extent compensation of one of our executive officers was addressed outside of the algorithm, the applicable executive officer did not participate in such deliberations. Except as described below in the section titled “Related Person Transactions,” none of our Board members for fiscal 20212022 had or have any relationships with the company during the last completed fiscal year that are required to be disclosed under Item 404 of Regulation S-K. None of our executive officers currently serve, or have served during the last completed fiscal year, on the compensation committee or board of directors of any other entity that has one or more executive officers serving as a member of our Board of Directors or Compensation Committee.

Our Corporate Governance Guidelines provide our independent directors the flexibility to elect a lead director if the chairperson of the Board of Directors is a member of management or does not otherwise qualify as independent. Our Board of Directors currently does not have a chairperson (or a lead director), and currently believes that our existing leadership structure is effective. Our Board of Directors will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate.

Our Board of Directors is responsible for overseeing our risk management process. Our Board of Directors focuses on our general risk management strategy, the most significant risks facing us, our material environmental, social and governance (“ESG”) risks and oversees the implementation of risk mitigation strategies by management. Our Board of Directors is also apprised of particular risk management matters in connection with its general oversight and approval of corporate matters and significant transactions.

We have adopted a written code of ethics and conduct that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the code is available on our investor relations website at investors.expensify.com.ir.expensify.com. In addition, we intend to post on our investor relations website all disclosures that are required by law or the listing standards concerning any amendments to, or waivers from, any provision of the code. The information on or accessed through our website is deemed not to be incorporated in or part of this Proxy Statement or any other document filed with or furnished to the SEC.

Our Board of Directors has adopted an Insider Trading Policy, which applies to all of our directors, officers and employees. The policy prohibits our directors, officers and employees from engaging in transactions intended to hedge or offset the market value of Expensify stock owned by them.

There can be no sustainable, profitable growth without a market that is fair, inclusive and universal. Defending,We believe that defending, improving and expanding this market is a core responsibility of any business that intends to last as long as we do. ESG principles are core to our business strategy of achieving sustainable growth. We recognize our responsibility for the impacts of our operations and products on stakeholders, including employees, members, customers, stockholders and communities. We are committed to aligning with all stakeholders towards long-term, sustainable growth. In alignment with our business strategy, our Board of Directors and senior management team oversee and manage ESG risks and opportunities.

We reference industry standards including the Sustainability Accounting Standards Board (SASB), Global Reporting Initiative (GRI) and Financial Stability Board’s Task Force on Climate-related Financial Disclosures (TCFD) to determine financially material topics and share progress on our efforts. As we aim to build a truly sustainable company, we know we are on a journey that involves continuous self-reflection and improvement. We are committed to continuing to excel in areas we are strongest and grow in areas where we can do better. As we work to continue to align with industry standards and share our efforts with our stakeholders, we may expand disclosures in these areas in the future - consistent with our commitment to developing a long-term sustainable business.

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent external audit firm retained to audit the Company’s financial statements. Our Audit Committee has selected EY to serve as our independent registered public accounting firm to audit the consolidated financial statements of the Company for the fiscal year ending December 31, 2022.2023. EY has served as our independent registered public accounting firm since 2020.

Stockholders are not required to ratify the appointment of EY as our independent registered public accounting firm. However, as a matter of good corporate governance, we are asking our stockholders to ratify the selection of EY as our independent registered public accounting firm for the fiscal year ending December 31, 2022.2023. If stockholders fail to ratify the appointment, the Audit Committee will consider whether or not to retain EY. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.

Representatives of EY will be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

The following table sets forth the aggregate fees billed by EY to the Company for the fiscal years ended December 31, 20212022 and December 31, 2020:2021:

Consistent with the requirements of the SEC and the Public Company Accounting Oversight Board regarding auditor independence, our audit committeeAudit Committee is responsible for appointing, setting compensation for, and overseeing the work of our independent registered public accounting firm. In recognition of this responsibility, our Audit Committee pre-approves all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. All services performed by EY for the Company and its subsidiaries pursuant to engagements entered into since our IPO have been pre-approved by the Audit Committee.

The principal purpose of the Audit Committee is to assist the Board of Directors in its general oversight of our accounting practices, system of internal controls, audit processes and financial reporting processes and is governed by its charter. The Audit Committee is responsible for appointing and retaining our independent auditor and approving the audit and non-audit services to be provided by the independent auditor.

Management is responsible for preparing the financial statements and ensuring they are complete and accurate and prepared in accordance with generally accepted accounting principles. Ernst & Young LLP (“EY”),EY, our independent registered public accounting firm, is responsible for performing an independent audit of our consolidated financial statements and expressing an opinion on the conformity of those financial statements with generally accepted accounting principles.

The Audit Committee has reviewed and discussed with our management and EY our audited consolidated financial statements for the year ended December 31, 2021.2022. Our Audit Committee has also discussed with EY the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC.

The Audit Committee has received and reviewed the written disclosures and the letter from EY required by applicable requirements of the Public Company Accounting Oversight Board regarding EY’s communications with our Audit Committee concerning independence, and has discussed with EY its independence from us.

Based on the above-mentioned review and discussions, the Audit Committee recommended to our Board of Directors that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 20212022 for filing with the SEC.

The following section discusses the material componentsPursuant to Section 14A of the executive compensation program for our executive officers who are named in the “Summary Compensation Table” below or NEOs. As an “emerging growth company” as defined in the JOBSExchange Act we are notpresenting this non-binding advisory stockholder vote with respect to the frequency on which stockholders should have an opportunity to provide a “say-on-pay” vote. This vote is commonly known as the “say-on-frequency” vote. By voting on this proposal, stockholders may indicate whether they prefer that the Company provide for such a stockholder advisory vote at future annual meetings every one year, two years or three years. Stockholders may also abstain from the vote. As 2024 is the first year in which we are required to include a Compensation Discussion and Analysis section andhold an advisory vote on executive compensation pursuant to the rules of the SEC, we do not currently have elected to complyan established frequency for such votes.

The Executive Committee on behalf of the Board of Directors believes that providing stockholders an advisory vote on the compensation of our named executive officers every year provides stockholders with the scaled disclosure requirementsopportunity to provide regular direct input to the Board of Directors and its Compensation Committee about the Company’s executive compensation program.

We maintain a Non-Employee Director Compensation Program that is applicable to emerging growth companies.our directors who are not serving as our employees (each a “Non-Employee Director”). Directors who are employed by us did not receive additional compensation for their services as directors in fiscal 2022.

Our NEOsEach Non-Employee Director receives an annual cash retainer for fiscalhis or her services equal to $30,000 plus any committee specific retainers (together the “Annual Retainer”), payable quarterly in arrears, and pro-rated to reflect any partial year 2021 wereserved. Audit Committee members are paid an additional $10,000, except that the chair of the Audit Committee is paid an additional $20,000. Non-Employee Directors may elect to receive 0 - 100% of their retainer in the form of a grant of restricted stock units (“RSUs”) instead of cash (each, a “Retainer RSU Award”). Each RSU constitutes the right to receive a single share of our Class A common stock. Each Retainer RSU Award will automatically be granted on the fifth day of the month immediately following the end of the quarter for which the corresponding portion of the Annual Retainer was earned. The number of RSUs granted is calculated by dividing the dollar value of the portion of the annual retainer that would have otherwise been paid to such Non-Employee Director in cash on the applicable grant date by (ii) the average per share closing trading price of our Class A common stock over the 30 consecutive trading days ending on the trading day immediately preceding the grant date. Each Retainer RSU Award is fully vested on the grant date.

Additionally, each Non-Employee Director who (i) has been serving on the Board for at least four months as follows:

The following table sets forth certain information with respect toprovides additional detail regarding the fiscal 2022 compensation for the years ended December 31, 2020 and December 31, 2021 earned by, awarded to, or paid toof our Named Executive Officers.Non-Employee Directors:

Our NEOs for fiscal year 2021,2022, which constitute all of our boardexecutive officers, were as follows:

We’ve designed a compensation program that we believe results in the fairest compensation for all employees, including our NEOs. Most companies operate with a traditional hierarchy which means the compensation of directors first establishedany given employee is decided by their supervisor. However, we operate as a flat organization with no such hierarchy in place. We believe that every individual employee’s compensation should be tied to the perceived value they are bringing to the company as measured by their peers. This removes the traditional prisoner’s dilemma in which any given person benefits by working to increase their own compensation while decreasing everyone else’s. The program is designed such that any group of people bringing the same value to the company are compensated exactly the same. The system also allows for outliers, meaning that any shining star employees can stand alone and be compensated accordingly.

The output of the compensation algorithm is used to produce a target total compensation amountnumber for each employee, including each NEO. Unless an employee has changed roles at the company during the compensation review period, an employee’s target compensation is never adjusted down. The highest tier of our leadership track, which includes each NEO, reviews the output to ensure it aligns with expectations and make any changes based on their knowledge of each employee. They then provide the output to the Compensation Committee for review and approval.

The Compensation Committee has the authority to retain a compensation consultant, and to approve the consultant’s fees and all other terms of its engagement. During fiscal 2022, the committee retained Semler Brossy as its compensation consultant. Semler Brossy assisted the Compensation Committee by providing data with respect to compensation paid to executive officers of public companies in our industry of a similar size and scope and discussing named executive officer pay recommendations with the Compensation Committee. While we review this third-party survey information to understand competitive compensation practices and levels, we do not benchmark to a specific level when referencing this information. Further, pursuant to SEC rules, the Compensation Committee conducted a conflicts of interest assessment and determined that there is no conflict of interest resulting from the executive’s skill set, experience, role and responsibilities. Our boardCompensation Committee’s retention of directors then took input from each NEO on his or her preference as to which portion of his or her total compensation he or she would like to receive in the form of cash and in the form of stock options.Semler Brossy.

As described above, executive compensation is reassessed twice a year in conjunction with the Company’sour compensation review process for all employees.employees using the compensation algorithm. In March 2021, our board of directors increased2022, the total compensation target of Mr. Schaffer and Ms. Muralidharan to $1,221,150 and $836,064, respectively. In September 2021, our board of directors increased the total compensation target ofBarrett, Mr. Schaffer and Ms. Muralidharan was increased to $1,280,002$4,934,439, $1,330,426 and $965,843,$1,090,411, respectively. Mr. Barrett’sIn September 2021, Ms. Muralidharan’s target compensation was increased to $1,190,906 and Messrs. Barrett and Schaffer’s total compensation remained

The actual amount of target compensation paid to each NEO during fiscal year 2022, including amounts contributed by the NEO to the 2021 Stock Purchase and Matching Plan, is set forth below in the Summary Compensation Table.Table under the column titled “Base Salary.”

Our board of directors and executive committeeWhile no discretion was applied during 2022, our Compensation Committee may adjust base salaries from time to time outside of the compensation review cycle and compensation algorithm described above in their discretion.

In June 2021,We do not maintain a performance-based bonus program. However, our board of directors awarded each of our NEOs other than Mr. Barrett a discretionary bonus having a value equaland Compensation Committee have the authority to the estimated amount it would cost the NEO to exercise 45% of the NEO’s options, including estimated tax obligations in connection with such exercise and the bonus, limited by the available number of options to exercise. While the purpose of the bonus was to encourage the NEOs to exercise their options, none of the NEOs was required to exercise his or her options in order to be paid the bonus. Mr. Barrett, Mr. Schaffer and Ms. Muralidharan were paid $0, $566,516 and $634,414, respectively, of his or her bonus in June 2021 and an additional $0, $2,949,797 and $568,148, respectively, as a tax gross up in December 2021.

The Company currently maintains a 401(k) retirement savings plan for our employees, including our named executive officers,NEOs, who satisfy certain eligibility requirements. Our named executive officersNEOs are eligible to participate in the 401(k) plan on the same terms as other full-time employees.

All of our full-time employees, including our NEOs, are eligible to participate in our health and welfare plans, including medical, dental and vision benefits; medical and dependent care flexible spending accounts; short-term and long-term disability insurance; and life and AD&D insurance.

The following table lists all outstanding equity awards held by our NEOs as of December 31, 2021.2022.

We have entered into employment agreements with each of our NEOs that set forth the terms of their at-will employment with us. Under the employment agreements, the NEOs are not entitled to any payments or benefits upon an involuntary termination of employment. Each of our NEOs have also entered into standard confidential information and invention assignment agreements with us.

The below charts show the grant date.

The following table provides additional detail regarding the fiscal 2021 compensationinformation as of our Non-Employee Directors:

The following table sets forth information with respect to beneficial ownership of our common stock as of April 25, 202224, 2023 for (i) each of our directors, (ii) each person known to us to be the beneficial owner of more than five percent of any class of our voting securities, (iii) each of our Named Executive Officers,named executive officers, and (iv) all of our current executive officers and directors as a group.

We have determined beneficial ownership in accordance with the rules of the SEC, and thus it represents sole or shared voting or investment power with respect to our securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially owned as of April 25, 2022,24, 2023, subject to community property laws where applicable. We have deemed shares of our common stock subject to stock options that are currently exercisable or will be exercisable within 60 days of April 25, 202224, 2023 or net issuable pursuant to RSUs which are subject to vesting and settlement conditions expected to occur within 60 days of April 25, 202224, 2023 to be outstanding and to be beneficially owned by the person holding the stock option or RSU for the purpose of computing the percentage ownership of that person. However, other than the shares of our Class A, LT10 or LT50 common stock net issued upon the vesting and settlement of RSUs as described below, we did not deem these shares subject to stock options or RSUs outstanding for the purpose of computing the percentage ownership of any other person or entity. The percentage of shares beneficially owned is based on 68,032,66068,507,268 shares of Class A Common Stock, 7,331,970common stock, 7,335,456 shares of LT10 Common Stockcommon stock and 6,224,1606,975,375 shares of LT50 Common Stockcommon stock outstanding as of April 25, 2022.24, 2023.

Each of the stockholders listed has sole voting and investment power with respect to the shares beneficially owned by the stockholder unless noted otherwise, subject to community property laws where applicable.

From January 1, 20212022 through March 31, 2022,2023, William Barrett, the brother of Mr.David Barrett, has received an aggregate of $1,760,726$114,631 cash compensation and $144,449$75,666 stock based compensation in connection with his employment with us as a Success Coach. William Barrett’s compensation is commensurate with other employees with his title and tenure. Mr.David Barrett plays no personal role in determining his brother’s compensation or reviewing his brother’s performance.

From January 1, 20212022 through March 31, 2022,2023, Mr. Mills has received an aggregate of $7,291,472$1,831,183 cash compensation and $1,314,129$642,839 stock based compensation in connection with his employment with us as Chief Product Officer.

From January 1, 20212022 through March 31, 2022,2023, Mr. Vidal has received an aggregate of $1,916,773$900,511 cash compensation and $843,828$361,443 stock based compensation in connection with his employment with us as a Chief Strategy Officer.

In connection with the Exchange Offer,exchange offer, we entered into the Voting Trust Agreement, dated as of November 9, 2021, with all LT Holders and the Trustees. The Voting Trust Agreement is intended to maintain a centralized decision-making process centered around our employees, encourage our employees to hold our common stock for the long-term and provide an orderly process for the conversion and transfer of our LT10 and LT50 common stock pursuant to our amended and restated certificate of incorporation. All of the outstanding shares of our LT10 and LT50 common stock are held by the Voting Trust, and will be for the foreseeable future pursuant to the terms of the Voting Trust Agreement and our amended and restated certificate of incorporation. From time to time, employees and other service providers may deposit additional voting securities of the company in the Voting Trust, including Class A common stock, and will enter into a joinder agreement to become a party to the Voting Trust Agreement if such employee is not then a party. Shares of Class A common stock held by the Voting Trust may be withdrawn by their beneficial holder in certain circumstances.

The current Trustees of the Voting Trust are David Barrett, our director and CEO, Ryan Schaffer, our director and CFO, and Jason Mills, our director, and an officer of the Company, each of whom has been

If at any time a Trustee (i) is unable or unwilling to serve as a Trustee by reason of death, incapacity or otherwise, (ii) ceases to be an Expensify employee or other service provider to Expensify, or (iii) is, after November 9, 2022, no longer one of the three holders of voting securities with the highest voting power held by the Voting Trust, unless the holder or holders with higher voting power have rejected the opportunity to serve as Trustee or are otherwise unable or unwilling to serve as Trustee, then such Trustee shall resign or be removed. Successor Trustees will be appointed by majority vote of the remaining Trustees, or if there are no remaining Trustees, by our Board of Directors. The policy of the Trustees with respect to appointment of each successor Trustee is to offer the opportunity to serve as such Trustee to the holder of voting securities held by the Voting Trust who is then an employee of or service provider to Expensify and beneficially owns voting securities with the highest voting power (other than the then-existingthen-

existing Trustees). The policy of the Trustees is to first offer the opportunity to serve as successor Trustee to the Expensify employee or service provider holder holding voting securities with the next-highest voting power held by the Voting Trust. If such holder does not accept this offer within ten days, then the Trustees will offer the opportunity to serve as successor Trustee to the Expensify employee or service provider holder holding voting securities with the next-highest voting power, and so on, until a holder accepts the offer to serve as Trustee. When calculating "voting power" in connection with Trustee service, if Notice (as defined in our amended and restated certificate of incorporation) has been given with respect to any shares held by the current or potential Trustee, then the number of votes attributed to each LT10 or LT50 share held by such individual shall be proportionately reduced by the amount of time that has passed under the applicable notice period (i.e., a one-vote reduction for each one month that has passed since Notice was given).

Under the Voting Trust Agreement, the Trustees make all decisions with respect to the voting (but not the disposition) of the shares of common stock contributed to the Voting Trust, together with any future voting securities received in respect of such common stock by way of a stock dividend, distribution, conversion or exchange, in their sole and absolute discretion (including in his or her own interest as a holder of Expensify voting securities), and shall incur no responsibility under the Voting Trust Agreement as a stockholder, trustee or otherwise, except for his or her own individual malfeasance. The acting Trustees have the power to vote all securities held by the Voting Trust in their sole and absolute discretion as determined by a majority of the Trustees. Although the Voting Trust Agreement does not require the Trustees to use specific criteria when determining how to vote the securities held by the Voting Trust, the qualifications required for an individual to serve as a Trustee are intended to provide alignment with the interests of the other beneficial holders. The three Trustees will at all times be employees or other service providers of the Company, and will be among the largest holders of our restricted LT10 and LT50 common stock. We believe that these qualifications will result in the Trustees making decisions based on the long-term interests of the Company, its employees and service providers. Although it contains certain arbitration provisions, nothing in the Voting Trust Agreement precludes stockholders' rights to pursue claims under the United States federal securities laws. The Voting Trust is irrevocable and terminates upon the earlier of the written agreement between us and the Trustees and the date on which all shares of LT10 and LT50 common stock automatically convert into shares of Class A common stock in accordance with the terms of our amended and restated certificate of incorporation. As of April 25, 202224, 2023, the Voting Trust controlled approximately 85.0%86.0% of the total voting power of the Company.

In November 2019, Expensify.org was formed as a 501(c)(3) non-profit public benefit corporation to empower individuals and communities to eliminate injustice around the world by making giving and volunteering more convenient, meaningful and collaborative. We have the right to designate the members and terms of office of Expensify.org’s board of directors, and we have designated Messrs. Barrett and Schaffer as members of the board. We support Expensify.org through our charitable commitments and initiatives, including the donation of a portion of our interchange amount from our Expensify Card.

We are party to an Amended and Restated Investors’ Rights Agreement, dated as of January 22, 2015, with certain holders of our capital stock, including entities affiliated with OpenView Venture Partners (“OpenView”) and entities affiliated with Point Judith Capital Partners, each, a beneficial ownersowner of more than 5% of our Class A common stock. Blake Bartlett, a member of our Board of Directors until immediately prior to the consummation of our IPO in November 2021, is an affiliate of OpenView. This agreement provides, among other things, that certain holders of our capital stock have the right to request that we file a registration statement and/or request that their shares be covered by a registration statement that we are otherwise filing, subject to certain exceptions.

We have entered into indemnification agreements with each of our current directors and officers. Our amended and restated certificate of incorporation provides rights to indemnification and advancement of

expenses to our current and former officers, directors, employees and agents and to any person who is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. Our amended and restated bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by applicable law.

Our Board has adopted a written policy that our executive officers, directors, nominees for election as a director, beneficial owners of more than 5% of any class of our common stock and any members of the immediate family of any of the foregoing persons are not permitted to enter into a related person transaction with us without the approval or ratification of our Board of Directors or our Audit Committee. Any request for us to enter into a transaction with an executive officer, director, nominee for election as a director, beneficial owner of more than 5% of any class of our common stock or any member of the immediate family of any of the foregoing persons, in which the amount involved exceeds $120,000 and such person would have a direct or indirect interest, must be presented to our Board of Directors or our Audit Committee for review, consideration and approval. In approving or rejecting any such proposal, our Board of Directors or our Audit Committee is to consider the material facts of the transaction, including whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction.

Stockholders may present proposals for action at a future meeting only if they comply with the requirements of the proxy rules established by the SEC and our amended and restated bylaws.

Pursuant to Rule 14a-8 under the Exchange Act, stockholder proposals that are intended to be presented at our 20232024 Annual Meeting and included in the proxy statement, form of proxy and other proxy solicitation materials related to that meeting must be received by us no later than December 30, 2022.2023.

Stockholder proposals must comply with all requirements and applicable rules of the SEC, be in writing and be addressed to our Secretary, at our principal executive offices at 401 SW 5th Ave, Portland, OR 97204. It is recommended that stockholders submitting proposals utilize certified mail, return receipt requested, in order to provide proof of timely receipt. The Chairman of the 20232024 Annual Meeting reserves the right to reject, rule out of order or take other appropriate action with respect to any proposal or director nominee that does not comply with these and other applicable requirements, including conditions set forth in our amended and restated bylaws and requirements established by the SEC.

In addition to satisfying the requirements under our amended and restated bylaws, to comply with the universal proxy rules, (once they become effective), stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice to the Company that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 23, 2023.22, 2024.

We do not know of any business, other than as described in this Proxy Statement, that should be considered at the Annual Meeting. If any other matters should properly come before the Annual Meeting,

it is the intention of the persons named in the accompanying form of proxy to vote the proxies held by them in accordance with their best judgment.