Expensify Inc

This advisory 'say-on-pay' proposal asks stockholders to approve, on a non-binding basis, the compensation paid to the named executive officers as disclosed in the proxy statement (Item 402). Management is seeking shareholder endorsement to validate its compensation framework and to signal stockholder support for the pay program and its design, which relies on the Company’s compensation algorithm, equity matching program and limited discretionary awards. The vote is advisory only, so it does not directly change pay arrangements, but historically boards consider the outcome when making future compensation decisions. The Board (through the Executive Committee) recommends a vote FOR, citing alignment of compensation with company policy and its algorithmic approach to target compensation and equity participation. Contextual factors include the Company’s status as a smaller reporting company, the use of a stock purchase and matching plan as the principal equity vehicle, and recent separation payments and equity vesting events disclosed in the compensation tables. The vote is also an important governance signal for outside investors given the Company’s controlled-company status and substantial voting power held by the Voting Trust. While non-binding, a strong negative vote could prompt greater engagement, revisions to the compensation framework or additional disclosures. The Executive Committee emphasizes the advisory nature while committing to consider the vote’s outcome in future decisions.

This management-sponsored proposal asks stockholders to approve and adopt three alternative amendments to the Certificate of Incorporation that would authorize the Board to effect, at its discretion, a reverse stock split of all classes of the Company’s common stock (Class A, LT10 and LT50) at one of three ratios (1-for-15, 1-for-20 or 1-for-25) and to proportionately reduce authorized shares. Management frames the request principally as providing flexibility to restore or maintain a market price above $1.00 per share to satisfy Nasdaq listing standards, to align the Company’s share price with peers, and to potentially improve marketability and institutional interest. The Board emphasizes that stockholder approval would permit but not require the Board to act; the Board retains discretion to choose whether to implement the split, which approved ratio to use, and the timing, and it can abandon the split after approval if it deems that advisable. The proxy discloses the specific mechanical and accounting impacts, including proportional reduction in outstanding shares, adjustments to option/RSU counts and exercise prices, the treatment of fractional shares for cash-out, and the contemporaneous decrease in authorized shares across all classes. The Board also acknowledges downsides including potential negative market perception of reverse splits, possible post-split declines in market capitalization, reduced liquidity due to fewer shares outstanding, and implementation costs. In governance context, the Voting Trust controls a supermajority of voting power (approx. 83.6%), and the Trust expects to vote FOR the amendment, making approval likely absent a trustee change; this concentration reduces the practical influence of unaffiliated holders. Approval requires the affirmative vote of holders representing a majority of the voting power of all outstanding shares (so abstentions or broker non-votes count against approval), which is a higher threshold than simple majority of votes cast and underscores the significance of the Voting Trust’s position. If approved, the Board’s ability to select between multiple ratios is intended to preserve flexibility in reacting to market conditions but could also be seen as granting broad post-approval discretion; stockholders should weigh the potential listing and market benefits against dilution mechanics, liquidity impacts, and the concentrated voting control that effectively determines the outcome.