Eellen Pao

About Ellen Pao

Ellen Pao (age 55) is an independent director of Expensify, Inc., serving on the board since the company’s IPO in 2021. She co-founded Project Include in December 2015 and has led it since; her education includes a B.S.E. in electrical engineering (Princeton), a J.D. (Harvard Law), and an M.B.A. (Harvard Business School). Her prior operating and leadership roles include Interim CEO and EVP of Business Development at Reddit (2012–2015), and Chief Diversity & Inclusion Officer/Kapor Capital Venture Partner (2017–2018); the board cites her DEI focus and long-standing experience as a board observer, investor, and advisor to technology startups since 2005 as core credentials .

Past Roles

External Roles

No other current public company directorships disclosed for Ms. Pao .

Board Governance

• Independence: The Executive Committee on behalf of the Board determined that Ellen Pao is an “independent director” under the Exchange Act and Nasdaq rules; she serves on Expensify’s Audit Committee, which is fully independent and chaired by Timothy L. Christen .
• Committee memberships: Audit Committee member; not on the Compensation Committee (which is composed of management directors due to controlled-company exemptions) and no nominating/governance committee exists .
• Attendance: In fiscal 2024, the Board, Compensation, and Audit Committees each held four meetings; every director attended at least 75% of Board and applicable committee meetings. All but one director attended the 2024 Annual Meeting (individual attendance not specified) .
• Leadership structure and executive sessions: The Board has no chair or lead independent director; independent directors hold executive sessions at least annually, presided over by the Audit Committee chair or designee .
• Controlled company: Expensify is a “controlled company” under Nasdaq due to the Voting Trust’s >50% voting power (~84.3% as of the 2025 record date), and elects exemptions (no majority-independent board; non-independent Compensation Committee; no nominating committee) .

Fixed Compensation

Directors may elect to receive 0–100% of retainers in fully vested RSUs (“Retainer RSU Award”) granted automatically after quarter-end; RSU count is dollar value divided by 30-day average closing price. Retainer RSUs are fully vested at grant .

Performance Compensation

No director options were outstanding as of Dec 31, 2024; director equity awards are time-based RSUs without explicit performance metrics .

Other Directorships & Interlocks

No shared public company directorships with Expensify competitors/suppliers/customers are disclosed for Pao; no Item 404 related-party transactions disclosed involving Pao .

Expertise & Qualifications

• Education: B.S.E. (Princeton, EE); J.D. (Harvard Law); M.B.A. (Harvard Business School) .
• Technical and leadership: Executive experience in social media, venture/DEI leadership, and long-term technology ecosystem involvement (investor/advisor since 2005) .
• Board qualifications noted by company: DEI focus; experience as board observer/member/investor/advisor in tech startups .

Equity Ownership

As of Dec 31, 2024, Pao held 117,778 RSUs; no stock options outstanding. No pledging by Pao is disclosed; company policy permits limited pledging (up to 25% of holdings) and prohibits hedging .

Governance Assessment

• Strengths

  • Independent Audit Committee membership; committee is fully independent; Audit Committee chair is designated as financial expert .
  • Insider trading policy prohibits hedging and certain speculative trading; clawback policy adopted to comply with Nasdaq Rule 10D-1 (applies to NEO incentive-based pay) .
  • Director equity pay aligns with shareholder outcomes via time-based RSUs and optional retainer RSUs; Pao’s 2024 comp mix was predominantly equity ($107,363 RSUs vs. $40,000 cash) .

• Risks and Red Flags

  • Controlled Company Governance: Voting Trust holds ~84.3% of total voting power—independent directors (including Pao) have limited influence on outcomes; minority shareholder protections are reduced under Nasdaq exemptions (no nominating committee; non-independent Compensation Committee; no majority-independent board) .
  • Compensation Committee Composition: Includes CEO and other executives; executive officers participate in deliberations—raises potential conflicts (though recusal occurs for self-related exceptions). No independent compensation consultant engaged in 2024; reliance on prior 2023 report .
  • Limited Pledging Policy: While hedging is prohibited, pledging up to 25% is permitted company-wide—a misalignment risk if broadly utilized (no pledging by Pao disclosed) .

• Attendance and Engagement Signal

  • Board and committee meetings totaled four each in fiscal 2024; Pao met the threshold of at least 75% attendance like all directors, supporting baseline engagement .

• Related-Party Oversight

  • Audit Committee reviews related-party transactions; no Item 404 transactions disclosed for Pao. Notable related-party activity involved CEO’s trust share repurchase; underscores need for robust independent oversight .

Appendix: Director Compensation Detail (2024)

Program mechanics for director compensation and vesting are as described above .

Notes on Compliance and Filings

• Section 16(a) filings: The company reports timely filings for 2024 except for listed individuals; Pao is not among those with late filings, indicating timely reporting .
• Executive sessions: Independent directors meet at least annually; chaired by Audit Committee chair or designee .

Summary Implication for Investors

Ellen Pao provides independent oversight and DEI-centric expertise on a fully independent Audit Committee, with solid attendance and equity-aligned pay. However, Expensify’s controlled-company status and management-dominated Compensation Committee materially reduce the practical influence of independent directors; minority investors should weigh the Voting Trust’s decisive voting power and governance exemptions when assessing board effectiveness and shareholder alignment .