DEF 14A of Expensify, Inc.
Filed Apr 25, 2025 · FY20240001476840-25-000064
Proposal 1: Election of Directors
Proposal 1: Election of Directors Our amended and restated bylaws provide that our Board of Directors shall consist of such number of directors as shall from time to time be fixed by resolution of our Board of Directors. Currently, our Board of Directors is composed of eight members, three of whom have been determined by the Executive Committee on behalf of the Board of Directors to be independent directors as defined under the rules of The Nasdaq Stock Market LLC (“Nasdaq”). We do not have a classified board of directors. At each annual meeting of our stockholders, each of our directors will be elected by our stockholders to serve until the next annual meeting of our stockholders and until his or her successor is duly elected and qualified. At the Annual Meeting, the stockholders will vote on the election of the eight director nominees named in this Proxy Statement. Each of the directors elected at the Annual Meeting will hold office until the 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) and until his or her successor has been duly elected and qualified. The Board of Directors has nominated Mr. David Barrett, Mr. Ryan Schaffer, Ms. Anuradha Muralidharan, Mr. Jason Mills, Mr. Daniel Vidal, Mr. Timothy L. Christen, Ms. Ellen Pao and Ms. Ying (Vivian) Liu for re-election to serve as the directors of the Company. The persons named as proxies in the enclosed proxy card will vote to elect each director nominee named in this Proxy Statement unless a stockholder indicates that his or her shares should be withheld with respect to one or more of such nominees. We expect the Voting Trust to vote in favor of the eight nominees for directors. Please see “Certain Relationships and Related Party Transactions” below for a description of the Voting Trust Agreement. In the event that any nominee for director becomes unavailable or declines to serve as a director at the time of the Annual Meeting, the persons named as proxies will vote the proxies in their discretion for any nominee who is designated by the current Board of Directors to fill the vacancy. All of the nominees are currently serving as directors and we do not expect that any of the nominees will be unavailable or will decline to serve. Each of the nominees for director has agreed to be named in this Proxy Statement and to serve as a director if elected. In determining that each director should be nominated for re-election, our Board of Directors considered his or her service, business experience, prior directorships and the qualifications, attributes and skills described in the nominee’s biography set forth below under “Corporate Governance—Executive Officers and Directors.” We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business.
Proposal 1: Election of Directors
| | Our Executive Committee on behalf of our Board of Directors unanimously recommends that you vote “FOR” the election of each of Mr. Barrett, Mr. Schaffer, Ms. Muralidharan, Mr. Mills, Mr. Vidal, Mr. Christen, Ms. Pao and Ms. Liu. |
Proposal 1: Election of Directors
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Proposal 1: Election of Directors
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Corporate Governance
Corporate Governance Executive Officers and Directors Below is a list of the names and ages, as of April 25, 2025, of our directors and executive officers, and a description of the business experience of each of them. There are no family relationships among any of our executive officers or directors.
Corporate Governance
| Name | Age | Position | | David Barrett | 48 | Chief Executive Officer and Director | | Ryan Schaffer | 38 | Chief Financial Officer and Director | | Anuradha Muralidharan | 42 | Chief Operating Officer and Director | | Jason Mills | 43 | Director | | Daniel Vidal | 36 | Director | | Timothy L. Christen | 66 | Director | | Ellen Pao | 55 | Director | | Ying (Vivian) Liu | 50 | Director |
Corporate Governance
David Barrett founded Expensify and has served as our Chief Executive Officer and as a member of our board of directors since 2009. Prior to Expensify, Mr. Barrett led engineering for Red Swoosh, Inc., a peer- to-peer file sharing company, which was acquired by Akamai Technologies, Inc. in 2007. Mr. Barrett holds a B.S.E. in engineering from the University of Michigan. We believe that Mr. Barrett is qualified to serve as a member of our board of directors due to his strategic vision and leadership in conceptualizing and developing our brand and business, his expertise in technology and the perspective and experience he brings as our founder and Chief Executive Officer. Ryan Schaffer has served as our Chief Financial Officer and a member of our board of directors since 2017, and he previously served as our Director of Marketing and Strategy from 2013-2017. Mr. Schaffer worked in marketing at various companies prior to joining Expensify. Mr. Schaffer holds a B.S. in business from the University of Dayton. We believe that Mr. Schaffer is qualified to serve as a member of our board of directors due to his perspective and experience as our Chief Financial Officer, his experience leading our board meetings since 2019 and his significant knowledge of and history with our company. Anuradha Muralidharan has served as our Chief Operating Officer since January 2021 and a member of our board of directors since our IPO. Ms. Muralidharan previously served as our Director of Product Operations from January 2018 to January 2021 and as our Head of Payment Operations from August 2015 to January 2018. Prior to joining Expensify, she held Vice President positions at Citibank and Marqeta Inc., and various engineering roles at Oracle. Ms. Muralidharan holds a B.E. in electrical and electronics engineering from Birla Institute of Technology and Science, Pilani in Pilani, India and an M.B.A from Cornell University. We believe that Ms. Muralidharan is qualified to serve as a member of our board of directors due to her long history and experience in the payments industry, comprehensive knowledge of payments systems, and perspective and experience as our Chief Operating Officer. Jason Mills has served as a member of our board of directors since our IPO. Mr. Mills has served as our Chief Product Officer since May 2021, and he previously served as our Director of Product and Customers from January 2013 to May 2021. Prior to Expensify, Mr. Mills served as an analyst intern at Zurich Financial from February 2010 to August 2010 and as an analyst intern at Goldman Sachs from June 2009 to August 2009. Mr. Mills holds a B.S. in Business Administration from the University of California, Berkeley, Haas School of Business and a Master of Arts in International Economics from Johns Hopkins University, School of Advanced International Studies. We believe that Mr. Mills is qualified to serve as a member of
Corporate Governance
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Corporate Governance
Table of Contents our board of directors due to his long history of leadership with our company, his perspective and experience as our Chief Product Officer and his comprehensive knowledge of our business. Daniel Vidal has served as a member of our board of directors since our IPO. Mr. Vidal has served as our Chief Strategy Officer since May 2021, and he previously served as our Director of Corporate Development & Strategy from February 2019 to May 2021 and Head of Business Development from August 2013 to February 2019. Mr. Vidal holds a B.S. in Kinesiology from Arizona State University and a Masters in Commerce from the University of Virginia. We believe that Mr. Vidal is qualified to serve as a member of our board of directors due to his long history of employment with our company, his perspective and experience as our Chief Strategy Officer and his leadership developing our Strategic Partnership program and ExpensifyApproved! Accountants program. Timothy L. Christen has served on our board of directors since the effectiveness of our IPO registration statement. Mr. Christen has served as a director of Mayville Engineering Company, a publicly traded value added manufacturer, since June 2016 and serves as the Chairman of the Board and a member of the Audit Committee. Mr. Christen served as Chairman and Chief Executive Officer of Baker Tilly US, LLP, a national public accounting firm, from June 1999 to May 2016. Mr. Christen also served as the non- executive Chairman of Baker Tilly International Ltd. from October 2017 to October 2021 and as a director of CPA.com, a CPA firm solutions and strategies provider, since February 2018. Mr. Christen also served as director of the American Institute of CPAs from 2014 to 2017, serving as Chairman from 2015 to 2016, and since January 2021 serves as a trustee of the Financial Accounting Foundation. Mr. Christen holds a B.S. in accounting from the University of Wisconsin-Platteville and is a licensed certified public accountant. We believe that Mr. Christen is qualified to serve as a member of our board of directors due to his over 38 years of accounting expertise and substantial strategy, risk and management experience over his 16 years as the Chief Executive Officer of a national public accounting firm and membership on the board of a publicly traded company. Ellen Pao has served on our board of directors since our IPO. Ms. Pao cofounded and has lead Project Include, a nonprofit advocating for diversity, equity and inclusion in technology companies, since December 2015. Ms. Pao has served as Chief Executive Officer and as a board member of Project Include since January 2017. Prior to Project Include, Ms. Pao served as Interim Chief Executive Officer and Executive Vice President of Business Development of Reddit, a social media platform, from April 2012 until July 2015. Prior to Reddit, Ms. Pao served as Chief Diversity and Inclusion Officer at Kapor Center and Venture Partner at Kapor Capital from January 2017 until March 2018. Ms. Pao holds a B.S.E in electrical engineering from Princeton University, a J.D. from Harvard Law School and an M.B.A from Harvard Business School. We believe that Ms. Pao is qualified to serve as a member of our board of directors due to her focus on diversity and inclusion and her experience as a board observer, board member, investor and advisor to technology startups since 2005. Ying (Vivian) Liu has served on our board of directors since our IPO. Ms. Liu has served as the Chief Financial Officer of Proficium, Inc. since April 2025. Prior to Proficium, Inc., Ms. Liu served as President, Chief Operating Officer and Chief Financial Officer of ContextLogic, Inc. (d/b/a Wish), a mobile e- commerce platform from November 2021 to October 2024. Prior to Wish, Ms. Liu served as Chief Financial Officer of Shutterfly, Inc., a retailer and manufacturing platform for personalized products, from April 2020 to November 2021. Prior to Shutterfly, Inc., Ms. Liu served as the Chief Financial Officer and Senior Vice President of Lexmark Inc., a printing solutions company, from July 2017 to April 2020. Prior to Lexmark Inc., Ms. Liu served as VP, Finance of Huawei Technology, an enterprise networking solutions company, from October 2016 until July 2017. Prior to Huawei, Ms. Liu spent eight years at Cisco in multiple finance leadership positions. Earlier in her career, Ms. Liu worked at Deloitte & Touche, Goldman Sachs and China Merchants Bank. Ms. Liu served on the board of Chijet Motor Company, Inc., a publicly traded electric vehicle manufacturer, from January 2023 to January 2025. Ms. Liu holds a B.A. in international finance from Shanghai University of Finance and Economics, an M.B.A from the University of Washington and is a licensed chartered financial analyst and certified public accountant. We believe that Ms. Liu is qualified to serve as a member of our board of directors due to her extensive finance and leadership experience.
Corporate Governance
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Corporate Governance
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Director Compensation
Director Compensation
EQUITY COMPENSATION
| Name | Fees Paid in Cash ($)(1) | Stock Awards ($)(2) | Total | | Tim Christen | $50,000 | $107,611 | $157,611 | | Vivian Liu | $40,000 | $107,461 | $147,461 | | Ellen Pao | $40,000 | $107,363 | $147,363 |
2024 SUMMARY COMPENSATION TABLE
2024 SUMMARY COMPENSATION TABLE The following table sets forth certain information with respect to the compensation for the years ended December 31, 2023 and 2024 earned by, awarded to, or paid to our NEOs.
2024 SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | David Barrett | 2024 | 1,859,229 | — | 221,526 | — | — | 2,080,755 | | Chief Executive Officer | 2023 | 1,670,564 | — | 166,550 | — | — | 1,837,114 | | Ryan Schaffer | 2024 | 1,064,689 | — | 164,395 | — | 7,772 | 1,236,856 | | Chief Financial Officer | 2023 | 1,035,779 | — | 89,736 | — | 7,910 | 1,133,425 | | Anu Muralidharan | 2024 | 860,371 | — | 319,242 | — | 9,665 | 1,189,278 | | Chief Operating Officer | 2023 | 710,601 | — | 220,354 | — | 12,556 | 943,511 |
2024 SUMMARY COMPENSATION TABLE
(1)Amounts reported represent the grant date fair value of stock awards granted as calculated in accordance with ASC Topic 718. Assumptions used in the calculations of these amounts are included in Note 9 of the audited consolidated financial statements for the fiscal year ended December 31, 2024 included in our Annual Report on Form 10-K filed with the SEC on February 27, 2024. (2)Amounts reported represent employer matching contributions under our 401(k) Plan.
OUTSTANDING EQUITY AWARDS AS AT 2024 FISCAL YEAR END
OUTSTANDING EQUITY AWARDS AS AT 2024 FISCAL YEAR END The following table lists all outstanding equity awards held by our NEOs as of December 31, 2024.
OUTSTANDING EQUITY AWARDS AS AT 2024 FISCAL YEAR END
| | | Option awards | | | | Stock awards | | | Name | Vesting commencement date (1) | Number of securities underlying unexercised options exercisable (#) | Number of securities underlying unexercised options unexercisable (#) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares of units of stock that have not vested ($)(2) | | David Barrett ................ | 4/12/2019(4) | 1,302,720 | — | 1.07 | 4/11/2024 | — | — | | | 3/1/2020 | 41,550 | — | 1.60 | 6/21/2030 | — | — | | | 9/15/2021(5) | — | — | — | — | 549,598 | 1,841,153 | | Ryan Schaffer .............. | 1/1/2016(3) | 1,610 | — | 0.53 | 3/31/2026 | — | — | | | 10/30/2018(3) | 10,320 | — | 0.97 | 1/10/2029 | — | — | | | 2/1/2019 | 4,930 | — | 0.97 | 2/1/2019 | — | — | | | 3/1/2019 | 15,910 | — | 0.97 | 3/1/2019 | — | — | | | 4/12/2019(4) | 220,283 | — | 0.97 | 4/12/2019 | — | — | | | 9/1/2019 | 3,820 | — | 1.60 | 6/21/2030 | — | — | | | 3/1/2020 | 4,540 | — | 1.60 | 6/21/2030 | — | — | | | 1/1/2021 | 1,230 | — | 7.21 | 3/15/2031 | — | — | | | 3/1/2021 | 16,520 | — | 7.21 | 3/15/2031 | — | — | | | 9/16/2021 | 6,880 | — | 12.97 | 10/12/2031 | — | — | | | 9/15/2021(5) | — | — | — | — | 149,054 | 499,331 | | Anu Muralidharan ...... | 3/1/2021 | 30,800 | — | 7.21 | 3/15/2031 | — | — | | | 9/16/2021 | 5,500 | — | 12.97 | 10/12/2031 | — | — | | | 9/15/2021(5) | — | — | — | — | 120,400 | 403,340 |
OUTSTANDING EQUITY AWARDS AS AT 2024 FISCAL YEAR END
(1)Except as otherwise noted, the option is exercisable immediately upon grant and vests as to 1/48th of the shares on each monthly anniversary of the vesting commencement date, subject to the holder continuing to provide services to the Company through such vesting date. Any shares acquired prior to vesting may be repurchased by us for the original exercise price upon any termination of employment. The repurchase right lapses in accordance with the option’s vesting schedule. (2)Amounts reported were calculated by multiplying the number of RSUs outstanding as of December 31, 2024 by $3.35, the closing price of our Class A Common Stock on December 31, 2024, the last trading day in 2024. (3)The option is fully vested and exercisable. (4)The option is exercisable immediately upon grant and vests as to 1/72nd of the shares on each monthly anniversary of the vesting commencement date, subject to the holder continuing to provide services to the Company through such vesting date. Any shares acquired prior to vesting may be repurchased by us for the original exercise price upon any termination of employment. The repurchase right lapses in accordance with the option’s vesting schedule. (5)Each RSU constitutes the right to receive one-half of one share of the Company’s Class A common stock and one-half of one share of the Company’s LT50 common stock upon vesting. 12.5% of the RSUs in substantially equal installments on each quarterly anniversary of the vesting commencement date through the 8th anniversary of the vesting commencement date, subject to the holder continuing to provide services to the Company through the applicable vesting date.
OUTSTANDING EQUITY AWARDS AS AT 2024 FISCAL YEAR END
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OUTSTANDING EQUITY AWARDS AS AT 2024 FISCAL YEAR END
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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
CEO PAY RATIO
CEO PAY RATIO In accordance with applicable SEC rules, we are providing the ratio of the total annual compensation of our CEO, David Barrett, to that of our median compensated employee for fiscal 2024. Mr. Barrett’s total annual compensation for 2024, as reported in the Summary Compensation Table above, was $2,080,755. The total annual compensation of the employee identified as our median compensated employee (excluding our CEO) for 2024 was $316,222. The ratio of our CEO’s total compensation for 2024 to the total compensation of our median compensated employee was approximately 7 to 1. To identify our median compensated employee for purposes of this pay ratio disclosure, we first determined that on December 31, 2024, we had 117 full-time, part-time, and temporary service providers other than Mr. Barrett. We ranked the annual compensation of this employee population based on compensation reportable on IRS Form W-2 in the United States and comparable tax reporting documents in other countries. For employees paid in foreign currencies we converted their annual compensation using foreign exchange rates as of December 31, 2024. After identifying the median compensated employee from this ranking, we calculated annual total compensation for such employee during fiscal 2024 using the same methodology we use to calculate the total compensation of our CEO as set forth in the Summary Compensation Table above. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on his or her annual total compensation allow companies to use a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio we report above, as other companies may have different employment and compensation practices and may use different methodologies, exclusions, estimates and assumptions to calculate their own pay ratios. The information disclosed in this section was developed and is provided solely to comply with specific legal requirements. We do not use this information in managing our Company and the Compensation Committee does not consider this in any of its deliberations.
CEO PAY RATIO
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CEO PAY RATIO
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PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd- Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
PAY VERSUS PERFORMANCE
| Year | Summary Compensatio n Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(1)(2)(3) ($) | Average Summary Compensati on Table Total for Non-PEO NEOs(1) ($) | Average Compensatio n Actually Paid to Non- PEO NEOs(1)(2)(3) ($) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return ($)(4) | Net Income ($ thousan ds) | | 2024 | 2,080,756 | 2,172,530 | 1,213,068 | 1,012,219 | 7.60 | (10,055) | | 2023 | 1,837,115 | (910,783) | 1,038,468 | 424,337 | 5.61 | (41,455) | | 2022 | 1,654,892 | (22,452,927) | 672,749 | (4,718,732) | 20.06 | (27,009) |
PAY VERSUS PERFORMANCE
(1)Mr. Barrett was our PEO and Mr. Schaffer and Ms. Muralidharan were our Non-PEO NEOs for each of the years reported. (2)The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. (3)Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table.
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock Awards and Option Awards for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2024 | 2,080,756 | (221,526) | 313,301 | 2,172,530 |
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Average Total for Non-PEO NEOs ($) | Exclusion of Stock Awards and Option Awards for Non- PEO NEOs ($) | Inclusion of Equity Values for Non- PEO NEOs ($) | Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 1,213,068 | (241,819) | 40,970 | 1,012,219 |
PAY VERSUS PERFORMANCE
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
PAY VERSUS PERFORMANCE
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PAY VERSUS PERFORMANCE
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PAY VERSUS PERFORMANCE
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwis e Included for PEO ($) | Total – Inclusion of Equity Values for PEO ($) | | 2024 | — | 228,094 | 162,324 | (77,116) | — | — | 313,301 |
PAY VERSUS PERFORMANCE
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non- PEO NEOs ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwis e Included for Non- PEO NEOs ($) | Total – Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | — | 26,208 | 19,942 | (5,180) | — | — | 40,970 |
PAY VERSUS PERFORMANCE
(4)Assumes $100 was invested for the period starting December 31, 2021, through the end of the listed year in each of the Company. (5)Compensation Actually Paid to our PEO and Non-PEO NEOs in 2024 was not directly tied to any performance metric.
RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND PERFORMANCE
RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND PERFORMANCE The below charts show the graphical relationship between Compensation Actually Paid to our PEO and the average of our Non-PEO NEOs (as shown in the above Pay versus Performance Table), and the following: Net Income (Loss) and TSR.
RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND PERFORMANCE
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RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND PERFORMANCE
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RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND PERFORMANCE
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RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND PERFORMANCE
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