David Barrett
About David Barrett
David Barrett, age 48, is Expensify’s Founder, Chief Executive Officer, and a director, serving in these roles since 2009; he holds a B.S.E. in engineering from the University of Michigan . As trustee within Expensify’s Voting Trust, Barrett is part of the group controlling approximately 84.3% of total voting power, with his own beneficial holdings representing about 38.2% of voting power, highlighting concentrated control and dual-role implications . Pay-versus-performance disclosures show 2024 Compensation Actually Paid to the PEO of $2,172,530, with Company TSR of $7.60 on a $100 initial investment and net loss of $10,055 thousand, indicating limited direct linkage of pay to financial results in 2024 . Revenues declined from FY 2022 to FY 2024, while net losses narrowed in 2024, suggesting performance stabilization but ongoing profitability challenges during Barrett’s tenure*.
Values with * retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Expensify, Inc. | Founder, CEO, Director | 2009–present | Conceptualized and developed brand and business; long-tenured leadership |
| Red Swoosh, Inc. | Led Engineering | Pre-2007 | Scaled p2p file sharing; company acquired by Akamai in 2007 |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Expensify Voting Trust | Trustee | 2021–present | Centralized voting control; Voting Trust holds ~84.3% of voting power |
| Expensify.org (501(c)(3)) | Board Member | 2019–present | Oversees philanthropic initiatives; governance role designated by the company |
Board Service & Governance
- Board service: Director since 2009; currently one of eight directors .
- Committees:
- Executive Committee member (exercises broad Board authority while Voting Trust controls majority) .
- Compensation Committee chair; committee includes executive officers and is not fully independent under controlled company exemptions .
- Not a member of the independent Audit Committee .
- Independence and structure:
- Controlled company under Nasdaq; majority of directors not independent, no nominating/governance committee, and Compensation Committee not composed entirely of independent directors .
- No chairperson or lead independent director; independent directors hold executive sessions at least annually .
- Attendance: Directors attended at least 75% of Board and applicable committee meetings in fiscal 2024 .
- Dual-role implications: Barrett’s roles as CEO, Compensation Committee chair, and Voting Trust trustee heighten governance concentration and create potential independence concerns .
Fixed Compensation
| Year | Base Salary ($) | Bonus ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 1,859,229 | — | 221,526 | 2,080,755 |
| 2023 | 1,670,564 | — | 166,550 | 1,837,114 |
- CEO pay ratio (2024): ~7:1 (CEO total $2,080,755 vs. median employee $316,222) .
- No formal performance-based bonus program; Board/Comp Committee retains discretion to award bonuses .
Performance Compensation
- Equity structure and purchase plan:
- NEOs must allocate at least 30% of target compensation to equity programs; Barrett contributed 65% in 2024 (0% of target to the Stock Purchase and Matching Plan, remainder via legacy/equity programs) .
- 2021 Stock Purchase and Matching Plan: matching rate 5% (1/20th share per share purchased/retained); Barrett’s matching shares in 2024 had a value of $162,324 .
- Discretionary fully-vested shares issued under the plan in 2024: 23,971 shares to Barrett ($59,203 value) .
- Outstanding RSUs and vesting:
- 549,598 RSUs outstanding at 12/31/2024 (market value $1,841,153) with vesting commencing 9/15/2021; 12.5% in substantially equal installments on each quarterly anniversary through the 8th anniversary, each RSU delivering 0.5 Class A and 0.5 LT50 shares .
- Options:
- Legacy options include grants at $1.07 (expired 4/11/2024) and $1.60 (expiring 6/21/2030) with monthly vesting schedules .
Performance compensation table (no formal metrics-based incentives disclosed):
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Corporate performance metrics (Revenue/EBITDA/TSR) | N/A | N/A | N/A | N/A | N/A (no metrics-based bonus program) |
| RSUs | N/A | N/A | N/A | N/A | 12.5% quarterly through 8 years from 9/15/2021 |
| Stock Purchase Match | N/A | N/A | N/A | Match value $162,324 for 2024 | Fully vested at issuance |
Equity Ownership & Alignment
| Security | Shares Beneficially Owned | Ownership % | Voting Power % |
|---|---|---|---|
| Class A common | 3,237,598 | 4.0% | — |
| LT10 common | 375,356 | 8.9% | — |
| LT50 common | 3,785,733 | 48.6% | — |
| Aggregate voting power (Barrett) | — | — | 38.2% |
| Voting Trust aggregate voting power | — | — | 84.3% |
Outstanding equity awards as of 12/31/2024:
| Award Type | Quantity | Terms |
|---|---|---|
| RSUs | 549,598 (MV $1,841,153 at $3.35) | Each RSU delivers 0.5 Class A + 0.5 LT50; 12.5% in substantially equal installments on quarterly anniversaries through 8 years from 9/15/2021 |
| Options | 41,550 @ $1.60 expiring 6/21/2030 | Monthly vesting; immediate exercisability with company repurchase right pre-vesting |
Pledging and hedging:
- Company policy permits pledging up to 25% of holdings (excluding margin loans); hedging is prohibited .
- As of 4/22/2025, all 3,237,598 Class A shares held directly by Barrett and indirectly via Barrett Trust LLC were pledged as collateral for a personal loan (RED FLAG for potential forced selling risk) .
Employment Terms
- Employment agreements for NEOs: At-will, with no severance or benefits upon involuntary termination; no change-in-control cash severance disclosed .
- Clawback policy effective November 1, 2023 aligned with Nasdaq Rule 10D-1 (covers incentive-based compensation for three years preceding a required restatement) .
- Insider trading policy prohibits hedging and certain speculative transactions; margin purchases prohibited .
- Non-compete, non-solicit, garden leave: Not disclosed.
Performance & Track Record
Company performance (annual):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 169,495,000* | 150,687,000* | 139,236,000* |
| EBITDA ($) | -12,444,000* | -31,285,000* | 94,000* |
| Net Income ($) | -27,009,000* | -41,456,000* | -10,055,000* |
Values with * retrieved from S&P Global.
Pay versus performance (Company disclosure):
| Year | PEO Compensation Actually Paid ($) | Avg Non-PEO NEO Compensation Actually Paid ($) | TSR (Value from $100 start) | Net Income ($ thousands) |
|---|---|---|---|---|
| 2022 | (22,452,927) | (4,718,732) | 20.06 | (27,009) |
| 2023 | (910,783) | 424,337 | 5.61 | (41,455) |
| 2024 | 2,172,530 | 1,012,219 | 7.60 | (10,055) |
Note: Company states 2024 compensation actually paid was not directly tied to any performance metric .
Related Party Transactions and Governance Considerations
- Company repurchased 645,938 Class A shares from Barrett Trust LLC on August 28, 2024 for $1,510,455.90; shares were retired under the repurchase program (insider liquidity event) .
- Voting Trust governance: Trustees (including Barrett) vote LT10/LT50 shares in their sole discretion; Voting Trust controls ~84.3% voting power; Board committee authority delegated broadly to Executive Committee while Voting Trust maintains majority control .
- Section 16(a) compliance: Multiple late filings reported for Barrett and other insiders in 2024, indicating high transaction volume and some reporting control gaps .
Say-on-Pay & Shareholder Feedback
- Advisory say-on-pay vote presented annually; 2025 proxy solicits approval of NEO compensation; frequency reaffirmed annual at 2023 meeting .
- Historical approval percentages not disclosed in the 2025 proxy.
Compensation Committee Analysis
- Composition: Includes executive officers (Barrett chair; Schaffer; Mills; Vidal; Muralidharan); not fully independent under controlled company exemptions .
- Consultants: Semler Brossy retained in 2023; no updated report in 2024; committee did not change executive compensation in 2024 .
- Interlocks and participation: Executive officers participate in deliberations, with recusal when directly affected .
Investment Implications
- Alignment versus control: Barrett’s substantial voting influence via the Voting Trust and roles on Executive and Compensation Committees concentrate governance power, limiting traditional independent oversight .
- Selling/overhang dynamics: Large RSU grant with long-duration quarterly vesting creates ongoing supply; all Class A shares pledged as loan collateral raises forced-selling risk under stress .
- Pay-for-performance signal: Absence of metrics-based bonus program and 2024 disclosure that compensation actually paid was not tied to performance metrics weakens incentive alignment for profitability or TSR improvements .
- Related party and liquidity: 2024 insider share repurchase by the company from Barrett Trust LLC signals insider-driven liquidity and balance sheet deployment; monitor future RPTs and buyback policies .
- Compliance and optics: Multiple late Section 16 filings and controlled company exemptions on independence are governance red flags likely to factor into stewardship screens and cost of capital .