Jason Mills

About Jason Mills

Jason Mills (age 43) is Expensify’s Chief Product Officer (since May 2021) and a director (service since the IPO). He previously served as Director of Product and Customers from January 2013 to May 2021, and holds a B.S. in Business Administration from UC Berkeley (Haas) and an M.A. in International Economics from Johns Hopkins SAIS . Expensify’s executive pay program is not tied to traditional financial metrics; compensation is set via a company-wide algorithm and peer-driven process, and the company adopted a Dodd-Frank compliant clawback policy effective November 1, 2023 . Mills is also a trustee of the Expensify Voting Trust and serves on the Executive Committee that can exercise most board powers while the Voting Trust controls >50% of voting power—highlighting concentrated governance influence alongside his management role .

Past Roles

External Roles

Fixed Compensation

Note: Expensify does not disclose Mills’ base salary, target bonus, or individual NEO-level tables for him; instead, proxies disclose aggregated cash and stock-based compensation over stated periods.

Observations:

• 2021–early 2022 includes unusually high cash compensation coincident with the IPO/post-IPO period .

Performance Compensation

Expensify does not disclose executive-specific performance metrics, weightings, targets, or payouts for Mills. Program-level design and constraints:

• Compensation methodology: Flat, peer-reviewed algorithm; Compensation Committee (of which Mills is a member) approves algorithm and exceptions. Committee members recuse on exceptions affecting themselves .
• Clawback: Effective Nov 1, 2023; restatement-driven recovery of erroneously awarded incentive compensation for current/former NEOs .
• Hedging/derivatives: Prohibited for officers/directors/employees/family members; no short sales, public options, hedges, margin purchases .
• Limited pledging allowed: Up to 25% of holdings with pre-approval (not margin loans) .

Plan and vesting terms applicable under the 2021 Incentive Award Plan:

Equity Ownership & Alignment

Multi-class capital with Voting Trust control concentrates voting with employee holders/trustees. Mills’ beneficial ownership (including direct, options exercisable within 60 days, and shares held via LILJK LLC under the Voting Trust) has evolved as follows:

Additional alignment details and controls:

• Voting Trust trustee: Mills is a current trustee (with David Barrett and Garrett Knight), empowered to vote all LT10 and LT50 shares at their discretion, enhancing influence beyond direct ownership .
• Pledging: Policy permits limited pledging up to 25% with pre-approval; no pledging by Mills is disclosed. CEO David Barrett had pledged all of his Class A shares as of Apr 22, 2025 (context for board-level risk) .
• Employee directors receive no additional director compensation (non-employee director plan does not apply) .

Employment Terms

Board Governance

• Board service: Director since IPO; age 43 as of April 25, 2025 .
• Committees: Member of the Compensation Committee (2023 and 2024 proxies list Mills as a member) .
• Executive Committee: Member alongside other executives; can exercise all board powers (with specified exceptions) so long as the Voting Trust holds ≥50% voting power .
• Voting Trust: Mills is a trustee, central to voting of LT10/LT50 shares; trustee succession is based on highest voting power among employee holders .
• Independence context: Board of 8 directors, with only three independent; multiple executives (including Mills) serve on the board and on the Compensation Committee—an independence red flag mitigated procedurally via recusals on exceptions .

Director Compensation (context)

• Non-employee directors: $30,000 annual cash retainer; Audit Committee +$10,000 (chair +$20,000). RSU alternatives available and annual RSU awards of $125,000 value vest ahead of next annual meeting; initial RSUs of $250,000 at board entry vest quarterly over 3 years .
• Employee directors (like Mills): Do not receive additional compensation for board service .

Insider Transactions and Vesting-related Activity

Recent Form 4 filings indicate both open-market purchases and small sales tied to tax withholding on RSU settlements:

• April 24, 2025: Director Mills acquired 42,947 Class A shares at $1.94 per share; also reported RSU settlements and minor tax-related sales .
• March 7, 2025: Reported sale of 2,618 shares at $3.53, described as sales to cover taxes upon RSU vesting .
• Additional 2025 filings (Aug 19 and Aug 22) reflect ongoing RSU/withholding activity .

Implications:

• Open-market purchase at depressed prices (April 2025) can be interpreted as confidence; recurring small sales align with standard tax-withholding on RSUs (limited direct selling pressure).

Compensation Structure Analysis

• Shift in structure/metrics: The company eschews traditional metric-based executive plans (e.g., revenue/EBITDA/TSR) in favor of a peer-reviewed algorithmic approach, which reduces line-of-sight pay-for-performance linkage but may support broader internal equity. Mills sits on the committee shaping this process .
• Equity design: RSUs vest in long-dated quarterly installments tying executives to multi-year tenure; CIC acceleration occurs only if awards are not assumed .
• Guaranteed vs at-risk: Lack of disclosed target bonus or PSU structures suggests a tilt away from performance-conditioned equity; however, long vesting and Voting Trust structure enhance retention incentives .
• Repricing/modification: No Mills-specific equity repricing disclosures in 2022–2025 proxies (a 2020 options repricing is referenced in 2023 proxy footnotes for other NEOs) .

Risk Indicators & Red Flags

• Governance concentration: Executive Committee with broad powers while Voting Trust holds super-voting classes; Mills serves on both the Executive Committee and as a Voting Trust trustee .
• Compensation Committee composition: Includes executives (including Mills), raising independence concerns despite recusal procedures .
• Pledging policy: Limited pledging allowed (up to 25%); no pledges disclosed for Mills; CEO’s pledged Class A highlights board-level collateral risk .
• No severance safety net: At-will with no severance could accelerate departures in stress scenarios, though long-vesting RSUs may counterbalance .

Equity Ownership & Beneficial Interest Breakdown (detail snapshots)

• 2025: 321,106 Class A; 585,322 LT10; 573,138 LT50; 10,130 options within 60 days; 6.8% voting power; includes shares held via LILJK LLC (controlled by Figueroa-Mills Family Revocable Trust; Mr. Mills manager/trustee) .
• 2024: 206,790 Class A; 582,885 LT10; 557,853 LT50; 6.7% voting power .
• 2023: 103,816 Class A; 582,885 LT10; 542,568 LT50; options 10,130 within 60 days .
• 2022: 633,020 Class A; 576,720 LT10; 519,640 LT50; 7.2% voting power .

Investment Implications

• Alignment and influence: Significant long-vesting equity, trustee status over LT shares, and 6.8% voting power suggest strong alignment with long-term value creation—but also concentrated control and limited conventional governance checks given committee structures .
• Pay-for-performance linkage: Absence of disclosed financial/TSR targets and PSU frameworks reduces transparency on incentive alignment; investors must weigh algorithm-based compensation against execution outcomes .
• Retention vs. selling pressure: Long RSU schedules and trustee role imply retention; recent insider activity shows open-market buying coupled with routine tax-withholding sales, not broad-based discretionary selling .
• Governance risk premium: Executive and trustee concentration (Executive Committee, Voting Trust, and Compensation Committee membership) may warrant a governance discount; monitoring of say-on-pay outcomes and any future committee reconstitution is prudent .