Ying (Vivian) Liu
About Ying (Vivian) Liu
Independent director at Expensify (EXFY) since the IPO; age 50 as of April 25, 2025, with deep finance leadership across tech and manufacturing. Currently CFO of Proficium, Inc. (since April 2025); previously President/COO/CFO of ContextLogic (Wish) from Nov 2021–Oct 2024, CFO of Shutterfly (Apr 2020–Nov 2021), CFO/SVP of Lexmark (Jul 2017–Apr 2020), VP Finance at Huawei (Oct 2016–Jul 2017), and finance roles at Cisco, Deloitte & Touche, Goldman Sachs, and China Merchants Bank. She holds a B.A. in International Finance (Shanghai University of Finance and Economics), an MBA (University of Washington), and is a licensed CFA and CPA .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ContextLogic, Inc. (Wish) | President, COO & CFO | Nov 2021–Oct 2024 | Led transformation at mobile e-commerce platform . |
| Shutterfly, Inc. | Chief Financial Officer | Apr 2020–Nov 2021 | Retail/manufacturing platform; CFO oversight . |
| Lexmark Inc. | Chief Financial Officer & SVP | Jul 2017–Apr 2020 | Printing solutions; senior finance leadership . |
| Huawei Technology | VP, Finance | Oct 2016–Jul 2017 | Enterprise networking solutions; finance leadership . |
| Cisco | Finance leadership roles | ~8 years | Multiple finance roles . |
| Deloitte & Touche; Goldman Sachs; China Merchants Bank | Various | Earlier career | Foundational finance experience . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Proficium, Inc. | Chief Financial Officer | Apr 2025–present | Senior finance leadership . |
| Chijet Motor Company, Inc. (CJET) | Director; Audit Committee Chair | Jan 2023–Jan 2025; resigned Jan 13, 2025 | Resigned as director and Audit Chair; no disagreements disclosed . |
Board Governance
- Independence: Determined independent under Nasdaq and Exchange Act rules; one of three independent directors at EXFY .
- Committees: Member of Audit Committee (with Tim Christen, Chair, and Ellen Pao); Audit Committee fully independent; Christen designated “audit committee financial expert” .
- Attendance: Board (4), Compensation (4), Audit (4) meetings in fiscal 2024; each director attended ≥75% of total meetings on boards/committees served; independent director executive sessions held at least annually .
- Controlled company: Voting Trust controls >50% voting power; EXFY avails Nasdaq controlled company exemptions (no nom/gov committee; compensation committee not independent; majority of board not independent) .
- Election results: At 2025 AGM, Liu received 446,265,405 votes “For” vs 11,806,098 “Withheld”; broker non-votes 27,578,656—strong investor support signal under controlled voting structure .
Fixed Compensation
| Component | 2023 Amount ($) | 2024 Amount ($) | Notes |
|---|---|---|---|
| Annual cash retainer | 30,000 | 30,000 | Program terms apply uniformly. |
| Audit Committee member retainer | 10,000 | 10,000 | Audit Chair gets $20,000 (not applicable to Liu) . |
| Fees paid in cash (reported) | 40,000 | 40,000 | Includes cash fees and any cash exchanged for RSUs per program methodology. |
| Cash elected to receive as RSUs (portion of fees) | 30,000 | 20,000 | Directors may elect 0–100% of fees in RSUs; RSUs fully vested at grant . |
Program structure:
- Non-Employee Director Compensation Program: Annual retainer $30,000; Audit Committee member $10,000; Chair $20,000; option to take 0–100% of retainer in RSUs (fully vested on grant); RSU count determined by 30-day average price before grant date .
Performance Compensation
| Equity Award Type | Grant Value ($) | Vesting | Performance Metrics |
|---|---|---|---|
| Annual RSU Award | 152,196 (2023) | Vests in full by the next annual meeting or first anniversary, subject to service . | None (time-based) . |
| Annual RSU Award | 107,461 (2024) | Vests in full by the next annual meeting or first anniversary, subject to service . | None (time-based) . |
| Initial RSU Award (IPO) | $250,000 (program design) | 12 equal quarterly installments over 3 years, subject to service . | None (time-based) . |
| RSUs in lieu of cash fees (excess fair value over cash) | $98 (2024) | Fully vested on grant . | None (time-based) . |
Notes: EXFY director equity is not tied to operating/financial/ESG performance metrics; all director equity grants are time-based vesting .
Other Directorships & Interlocks
| Company | Relationship to EXFY (supplier/customer/competitor) | Interlock/Conflict Notes |
|---|---|---|
| Chijet Motor Company, Inc. | None disclosed | External board role ended Jan 2025; resigned as Audit Chair; no disagreements; no related-party transactions with EXFY disclosed . |
| Proficium, Inc. | None disclosed | External executive role; no EXFY related-party exposure disclosed . |
Expertise & Qualifications
- Deep CFO/operator background across e-commerce, consumer, printing, networking; strong finance, accounting, and risk oversight skillset valuable for Audit Committee .
- Credentials: BA International Finance; MBA; licensed CFA and CPA .
- Board qualification: EXFY cites “extensive finance and leadership experience” as qualification rationale .
Equity Ownership
| Holder | Shares Beneficially Owned (Class A) | % Class A Outstanding | LT10 Shares | LT50 Shares | % Voting Power |
|---|---|---|---|---|---|
| Ying (Vivian) Liu | 114,849 | <1% (based on 80,375,990 Class A) | — | — | <1% |
Additional detail:
- RSUs outstanding as of Dec 31, 2024: 114,849 RSUs; no stock options held by non-employee directors .
- Anti-hedging policy prohibits directors from hedging or speculative transactions in EXFY stock .
- No pledging disclosed for Liu; EXFY permits limited pledging for employees/NEOs up to 25% under guidelines, but policy text references employees/NEOs specifically .
Governance Assessment
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Strengths:
- Independent Audit Committee participation; Audit Committee fully independent; strong finance background supports oversight quality .
- Consistent attendance (≥75%); participates in executive sessions of independent directors .
- Ownership alignment via annual RSUs and elective RSUs-in-lieu-of-cash; tangible beneficial ownership with <1% stake .
- Investor support: robust “For” votes in 2025 director election (446.3M) under controlled voting regime .
-
Watch items / RED FLAGS:
- Controlled company exemptions: compensation committee not independent; majority of board not independent—structural governance risk; independent director influence may be constrained by Voting Trust (≈84.3% voting power) .
- Director equity grants are purely time-based—no explicit performance conditions for board compensation; mitigates pay-for-performance linkage .
- Section 16 filing timeliness: in 2023 reporting year (for 2024 proxy), Liu had two late Form 4s each representing one transaction; improved in 2024 reporting year (for 2025 proxy) where she is not listed among delinquencies .
Related-Party Transactions (conflict checks)
- No related-party transactions disclosed involving Liu. Notable RPT: Aug 28, 2024 share repurchase from Barrett Trust LLC (CEO-affiliated), $1,510,455.90, shares retired; reviewed for conflict under policy—none implicating Liu .
Compensation Structure Analysis (YoY)
- Cash retainers consistent (total $40,000 both years); equity grant values declined (2023: $152,196; 2024: $107,461), and RSU election from fees decreased (2023: $30,000 → 2024: $20,000). Mix shift indicates lower equity fair value year-over-year for director awards; equity remains dominant component of director pay .
Say-on-Pay & Shareholder Feedback
- 2025 Say-on-Pay passed with 454,429,843 “For”, 3,546,036 “Against”, 95,624 “Abstain”; broker non-votes 27,578,656. Frequency: annual say-on-pay adopted following 2023 stockholder recommendation .
Insider Filings (Section 16)
| Year (Proxy) | Late Filings Noted for Liu | Source |
|---|---|---|
| 2024 Proxy (FY 2023) | Two Form 4s, each representing one transaction | |
| 2025 Proxy (FY 2024) | Not listed among late filers |
Committee Assignments Summary
- Audit Committee: Member (independent), alongside Tim Christen (Chair) and Ellen Pao; responsibilities include auditor oversight, financial reporting, risk, related-party review; Audit Committee charter on IR site .
- Compensation Committee: Not a member; committee is not independent and includes executives due to controlled company status .
- Executive Committee: Not a member; Executive Committee composed of management directors under Voting Trust governance .
Director Compensation Program Terms
- Annual Cash Retainer: $30,000; Audit Committee member $10,000; Audit Chair $20,000; payable quarterly .
- Retainer RSUs: Directors may elect 0–100% of retainer paid in RSUs; RSUs fully vested on grant; number based on 30-day average price .
- Annual RSU Award: $125,000 grant at AGM; time-based vesting (earlier of 1-year or next AGM), subject to service .
- Initial RSU Award (IPO): $250,000, vesting quarterly over 3 years .
- No options for non-employee directors as of Dec 31, 2024 .
Overall, Liu’s independent audit role, consistent attendance, and meaningful share ownership support board effectiveness in financial oversight. Key governance risk is structural—EXFY’s controlled company status and non-independent compensation committee—limiting independent director impact on broader governance levers .