Timothy L. Christen
About Timothy L. Christen
Timothy L. Christen (age 66) is an independent director of Expensify, Inc. and serves as Chair of the Audit Committee; he has been on the board since the effectiveness of Expensify’s IPO registration statement and is designated an “audit committee financial expert” by the Board . He holds a B.S. in accounting from the University of Wisconsin–Platteville and is a licensed CPA, with over 38 years of accounting, strategy, risk, and management experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baker Tilly US, LLP | Chairman & CEO | Jun 1999 – May 2016 | Led a national public accounting firm; extensive strategy, risk, and management oversight |
| Baker Tilly International Ltd. | Non-Executive Chairman | Oct 2017 – Oct 2021 | Governance of global accounting network; non-executive oversight |
| American Institute of CPAs (AICPA) | Director; Chairman | Director: 2014–2017; Chairman: 2015–2016 | Profession-wide leadership; policy influence |
External Roles
| Organization | Role | Start | Committees/Function |
|---|---|---|---|
| Mayville Engineering Company (public) | Director; Chairman of the Board; Audit Committee member | Jun 2016 | Board leadership and audit oversight |
| CPA.com | Director | Feb 2018 | Oversight of CPA solutions provider |
| Financial Accounting Foundation | Trustee | Jan 2021 | Standard-setting governance (FAF oversees FASB/GASB) |
Board Governance
- Committee assignments: Audit Committee (Christen as Chair; members Vivian Liu and Ellen Pao) . Compensation Committee (Barrett—Chair, Schaffer, Mills, Vidal, Muralidharan; not independent; includes executives) . Executive Committee (Barrett, Schaffer, Mills, Vidal, Muralidharan) .
- Independence: Christen, Liu, and Pao are the only directors designated independent; Expensify is a “controlled company” under Nasdaq and uses exemptions from certain governance requirements (majority-independent board, independent-only comp and nominating committees) .
- Attendance/engagement: In fiscal 2024, the Board, Compensation, and Audit Committees each held four meetings; every director attended at least 75% of their board/committee meetings, and all but one director attended the 2024 annual meeting .
- Executive sessions: The Audit Committee chair (or designee) presides over executive sessions of independent directors; held at least annually .
- Shareholder support signals: At the 2025 annual meeting, Christen’s election received 447,733,149 “For” vs. 10,338,354 “Withheld” votes; Say‑on‑Pay passed with 454,429,843 “For,” 3,546,036 “Against,” and 95,624 “Abstain” (broker non‑votes 27,578,656) .
Fixed Compensation
| Component | Policy/Amount | 2024 Amount for Christen | Notes |
|---|---|---|---|
| Annual director retainer (cash) | $30,000 | Included in “Fees Paid in Cash” line | Non‑employee directors can elect 0–100% of retainer in RSUs; Retainer RSUs grant the month after quarter end and are fully vested on grant . |
| Audit Committee chair fee | $20,000 | Included in “Fees Paid in Cash” line | Chair premium above member fee . |
| Audit Committee member fee | $10,000 | N/A (chair receives $20k) | Member fee for non‑chair . |
| Fees Paid in Cash (proxy table presentation) | Cash plus value of cash fees taken as RSUs | $50,000 | For 2024, Christen elected to receive $50,000 of cash fees in RSUs . |
Performance Compensation
| Equity Element | Policy/Structure | 2024 Amount/Vesting for Christen |
|---|---|---|
| Annual RSU Award | $125,000 divided by 30‑day average Class A close; grants at annual meeting; vests in full on earlier of 1‑year anniversary or immediately before the next annual meeting | 2024 stock awards fair value: $107,611; annual program terms as described . |
| Retainer RSU Award (in lieu of cash) | Quarterly grants; number of RSUs based on retainer portion/30‑day average price; fully vested at grant | Christen elected RSUs for $50,000 of fees; incremental RSU fair value exceeding cash fees was $248 . |
| Initial RSU Award (upon first joining board post‑IPO) | $250,000 divided by 30‑day average (or IPO price for IPO‑date directors); vests over 3 years in 12 quarterly installments | Program terms disclosed; director‑specific initial grant details not separately itemized in 2024 table . |
| RSUs held (as of 12/31/2024) | — | 198,524 RSUs held by Christen . |
No director stock options outstanding as of December 31, 2024 for non‑employee directors .
Other Directorships & Interlocks
| Organization | Overlap/Interlock Risk | Commentary |
|---|---|---|
| Mayville Engineering Company | Low | MEC is a value‑added manufacturer; no disclosed supplier/customer overlap with Expensify (software expense management), though dual audit oversight responsibilities elevate governance workload . |
| CPA.com | Moderate informational adjacency | CPA.com serves CPA firms; Expensify markets to accountants; no related‑party transactions disclosed; could provide domain insight without conflict . |
| Financial Accounting Foundation | Low | Standard‑setting trustee role supports audit expertise; no commercial conflict with Expensify disclosed . |
Expertise & Qualifications
- Licensed CPA; B.S. in accounting (UW–Platteville) .
- Audit Committee Financial Expert designation .
- 38+ years in accounting, strategy, and risk; former Chairman & CEO at Baker Tilly US; leadership in AICPA, Baker Tilly International, and FAF .
Equity Ownership
| Holder | Class A Shares | % of Class A | LT10 Shares | % of LT10 | LT50 Shares | % of LT50 | Notes |
|---|---|---|---|---|---|---|---|
| Timothy L. Christen | 198,524 | * | — | — | — | — | “*” denotes less than 1%; RSUs expected to vest within 60 days may be counted as outstanding per proxy methodology . |
| Options held (12/31/2024) | — | — | — | — | — | — | No director stock options outstanding for non‑employee directors . |
Insider Trades
| Indicator | 2024 Disclosure | Notes |
|---|---|---|
| Delinquent Section 16(a) filings | One Form 4 representing one transaction for Mr. Christen | Company reports multiple late filings for several insiders; Christen had one late Form 4 in 2024 . |
Governance Assessment
- Strengths: Independent director; Audit Committee Chair; audit financial expert; independent‑director executive sessions led by the Audit Chair; robust shareholder support for both director election (447.7M “For”) and Say‑on‑Pay (454.4M “For”) at 2025 annual meeting .
- Risks/Red Flags: “Controlled company” exemptions mean majority of board is not independent; Compensation Committee includes executives and is not independent; related‑party transaction policy exists but controlled‑company structure can weaken counterweights; limited pledging policy allows up to 25% of holdings as collateral (general policy; no pledge disclosure for Christen) . Minor filing lapse: one late Form 4 for Christen in 2024 .
- Alignment: Christen elected to take retainer in RSUs and holds RSUs; no director options outstanding; insider trading policy prohibits hedging; directors can opt to receive equity in lieu of cash, supporting ownership alignment .