DEF 14A of Expensify, Inc.
Filed Apr 10, 2026 · FY20250001476840-26-000020
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 2027 Annual Meeting of Stockholders (the “2027 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, Mr. Jason Mills, Mr. Daniel Vidal, Mr. Timothy L. Christen, Ms. Ying (Vivian) Liu, Ms. Ellen Pao and Mr. Carlos Alvarez Divo for 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 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 current directors provide an appropriate mix of experience and skills relevant to the size and nature of our business.
Corporate Governance
Corporate Governance Executive Officers and Directors Below is a list of the names and ages, as of April 10, 2026, 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 | 49 | Chief Executive Officer and Director | | Ryan Schaffer | 39 | Chief Financial Officer and Director | | Jason Mills | 44 | Director | | Daniel Vidal | 37 | Director | | Timothy L. Christen | 67 | Director | | Ying (Vivian) Liu | 51 | Director | | Ellen Pao | 56 | Director | | Carlos Alvarez Divo | 37 | 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. 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 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
Corporate Governance
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Corporate Governance
Table of Contents 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. 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. 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. Carlos Alvarez Divo has served as a member of our board of directors since December 2025. Mr. Alvarez Divo has served as the Company’s Director of Engineering since February 2019. Mr. Alvarez Divo previously served as our Head of Core Services from April 2016 to February 2019, Head of Mobile from November 2014 to April 2016, and our Head of Web from October 2013 to November 2014. Mr. Alvarez Divo holds a Computer Engineering degree from Universidad Simón Bolívar. Mr. Alvarez Divo was recommended to be a member of the Board by our Executive Committee and appointed to the Board in December 2025. We believe that Mr. Alvarez Divo is qualified to serve as a member of our board of
Corporate Governance
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Corporate Governance
Table of Contents directors due to his perspective and experience as our Director of Engineering, his long history of leadership with our company, and his significant knowledge of our company and its technology.
Impact of the Reverse Stock Split, if Implemented
Impact of the Reverse Stock Split, if Implemented The Company’s Certificate of Incorporation currently authorizes the issuance of 1,000,000,000 shares of Class A common stock, 21,871,197 shares of LT10 common stock, 24,893,067 shares of LT50 common stock, and 10,000,000 shares of Preferred Stock. On March 27, 2026, the Company had: 88,637,254 shares of Class A common stock issued and outstanding, 3,912,757 shares of Class A common stock issuable upon the exercise of outstanding options, 2,935,865 shares of Class A common stock issuable upon settlement of restricted stock units, 12,364,343 shares of Class A common stock reserved for future issuance under the Company’s 2021 Incentive Award Plan, 4,209,827 shares of LT10 common stock issued and outstanding, 8,175,283 shares of LT50 common stock issued and outstanding, 2,935,865 shares of LT50 common stock issuable upon settlement of restricted stock units and no shares of Preferred Stock issued and outstanding. If and when the reverse stock split is effected, the number of authorized shares of Class A common stock, LT10 common stock, and LT50 common stock will contemporaneously be decreased in proportion to the Final Reverse Stock Split Ratio. If approved and effected, the reverse stock split will automatically apply to all shares of the Company’s Class A common stock, LT10 common stock and LT50 common stock, and each stockholder will own a reduced number of shares of Class A common stock, LT10 common stock and/or LT50 common stock. However, except for adjustments that may result from the treatment of fractional shares, as described below, or as a result of adjustments to the conversion prices of certain convertible securities, as described below, the reverse stock split will not affect any stockholder’s percentage ownership or proportionate voting power. Further, the reverse stock split, if approved and effected, will not affect the $0.0001 par value of each of the Class A common stock, LT10 common stock and LT50 common stock. If the reverse stock split is implemented, consistent with the terms of the Company’s incentive award plans, the total number of shares of common stock issuable upon exercise, vesting or settlement of such awards and the total number of shares of common stock remaining available for future awards under the Company’s incentive award plans, would be proportionately reduced based on the Final Reverse Stock Split Ratio, and any fractional shares that may result therefrom shall be rounded down to the nearest whole share. Furthermore, the exercise price of any outstanding options under the Company’s incentive award plans will be proportionately increased based on the Final Reverse Stock Split Ratio, and the resulting exercise price will be rounded up to the nearest whole cent. Based on the Company’s capitalization as of March 27, 2026, the principal effect of the reverse stock split (at a reverse stock split ratio of 1-for-15, 1-for-20 and 1-for-25), not taking into account the treatment of fractional shares described under “- Procedure for Effecting the Reverse Stock Split - Treatment of Fractional Shares” below, would be that: •the number of shares of the Company’s Class A common stock issued and outstanding would be reduced from 88,637,254 shares to approximately 5,909,150 shares, 4,431,862 shares or 3,545,490 shares, respectively; •the number of shares of the Company’s Class A common stock issuable upon the exercise of outstanding stock options would be reduced from 3,912,757 shares to approximately 260,850 shares, 195,637 shares or 156,510 shares, respectively (and the respective exercise prices of the options would increase by a factor equal to the inverse of the reverse stock split ratio); •the number of shares of the Company’s Class A common stock issuable upon the settlement of outstanding restricted stock units would be reduced from 2,935,865 shares to approximately 195,724 shares, 146,793 shares or 117,434 shares, respectively;
Class A Common Stock
| | Pre-Reverse Split | 1-for-15 | 1-for-20 | 1-for-25 | | Number of Shares Authorized | 1,000,000,000 | 66,666,666 | 50,000,000 | 40,000,000 | | Number of Shares Issued and Outstanding | 88,637,254 | 5,909,150 | 4,431,862 | 3,545,490 | | Number of shares issuable upon exercise of outstanding stock options | 3,912,757 | 260,850 | 195,637 | 156,510 | | Number of shares issuable upon settlement of outstanding restricted stock units | 2,935,865 | 195,724 | 146,793 | 117,434 | | Number of shares reserved for issuance in connection with future awards under the Company’s 2021 Incentive Award Plan and 2021 Stock Purchase and Matching Plan | 12,364,343 | 824,289 | 618,217 | 494,573 |
Director Compensation
Director Compensation
ANNUAL RETAINER
ANNUAL RETAINER Each Non-Employee Director receives an annual cash retainer for his or her services equal to $30,000 plus any committee specific retainers (together the “Annual Retainer”), payable quarterly in arrears, and pro-rated to reflect any partial year served. Audit Committee members are paid an additional $10,000 per year, except that the chair of the Audit Committee is paid an additional $20,000 per year. Non-Employee Directors may elect to receive 0 - 100% of their Annual Retainer in the form of a grant of restricted stock units (“RSUs”) instead of cash (each, a “Retainer RSU Award”). Each RSU constitutes the right to receive a single share of our Class A common stock. Each Retainer RSU Award will automatically be granted on the fifth day of the month immediately following the end of the quarter for which the corresponding portion of the Annual Retainer was earned. The number of RSUs granted is calculated by dividing the dollar value of the portion of the Annual Retainer that would have otherwise been paid to such Non-Employee Director in cash on the applicable grant date by the average per share closing trading price of our Class A common stock over the 30 consecutive trading days ending on the trading day immediately preceding the grant date. Each Retainer RSU Award is fully vested on the grant date.
EQUITY COMPENSATION
EQUITY COMPENSATION Pursuant to the Non-Employee Director Compensation Program, each Non-Employee Director who was initially elected or appointed to serve on our Board on or after our IPO was granted an award of a number of RSUs equal to (i) $250,000 divided by (ii) the average per share closing trading price of our Class A common stock over the 30 consecutive trading days ending on the trading day immediately preceding the grant date (the “Initial RSU Award”). The Initial RSU Award is automatically granted on the date on which such Non-Employee Director commences service on the Board. The Initial RSU Award vests over a three year period in twelve substantially equal quarterly installments, subject to the Non-Employee Director’s continued service on the Board through each such vesting date. Additionally, each Non-Employee Director who (i) has been serving on the Board for at least four months as of each annual meeting of our stockholders and (ii) will continue to serve as a Non-Employee Director immediately following such meeting, will be granted an award of a number of RSUs calculated by dividing (i) $125,000 by (ii) the average per share closing trading price of our Class A common stock over the 30 consecutive trading days ending on the trading day immediately preceding the grant date (each, an “Annual RSU Award”). The Annual RSU Award will be automatically granted on the date of the applicable annual meeting of stockholders, and will vest in full on the earlier of (i) the first anniversary of the grant date and (ii) immediately before the annual meeting of stockholders following the grant date, subject to the Non-Employee Director’s continued service on the Board through such vesting date. The following table provides additional detail regarding the fiscal 2025 compensation of our Non- Employee Directors:
EQUITY COMPENSATION
| Name | Fees Paid in Cash ($)(1) | Stock Awards ($)(2) | Total | | Tim Christen | $50,000 | $114,243 | $164,243 | | Vivian Liu | $40,000 | $114,605 | $154,605 | | Ellen Pao | $40,000 | $114,243 | $154,243 |
EQUITY COMPENSATION
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EQUITY COMPENSATION
Table of Contents (1)Amounts reported represent fees paid in cash and the value of cash fees that directors elected to receive in the form of RSUs rather than in cash. Cash amounts exchanged for RSUs for Mr. Christen, Ms. Liu, and Ms. Pao for the year ended December 31, 2025 were $0, $20,000, and $0, respectively. (2)Amounts reported represent the grant date fair value of Annual RSU Awards granted during fiscal 2025 which vest on the earlier of the first anniversary of the date of grant or the date of the next annual meeting of stockholders plus the grant date fair value of RSUs granted in lieu of cash fees that exceeds the amount of cash fees earned during fiscal 2025 which vested immediately, in each case, as calculated in accordance with ASC Topic 718. The grant date fair value of RSUs granted in lieu of cash fees that exceeded the amount of cash fees earned for Mr. Christen, Ms. Liu and Ms. Pao are $0, $363 and $0, respectively. See Note 9 of the audited consolidated financial statements for the fiscal year ended December 31, 2025 included in our Annual Report. As of December 31, 2025, Mr. Christen, Ms. Liu and Ms. Pao held 198,524, 114,849 and 117,778 RSUs, respectively. None of our Non-Employee Directors held stock options as of December 31, 2025. Each director is also reimbursed for their travel expenses incurred in connection with his or her attendance at full board of directors or committee meetings.
EQUITY COMPENSATION
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EQUITY COMPENSATION
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2025 SUMMARY COMPENSATION TABLE
2025 SUMMARY COMPENSATION TABLE The following table sets forth certain information with respect to the compensation for the years ended December 31, 2024 and 2025 earned by, awarded to, or paid to our NEOs.
2025 SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | All Other Compensatio n ($)(2) | Total ($) | | David Barrett | 2025 | 1,845,851 | — | 57,853 | — | — | 1,903,704 | | Chief Executive Officer | 2024 | 1,859,229 | — | 221,526 | — | — | 2,080,755 | | Ryan Schaffer | 2025 | 1,148,135 | — | 83,704 | — | 7,535 | 1,239,374 | | Chief Financial Officer | 2024 | 1,064,689 | — | 164,395 | — | 7,772 | 1,236,856 | | Anu Muralidharan(3) | 2025 | 1,109,820 | — | 71,309 | — | 558,219 | 1,739,348 | | Former Chief Operating Officer | 2024 | 860,371 | — | 319,242 | — | 9,665 | 1,189,278 |
2025 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, 2025 included in our Annual Report on Form 10-K filed with the SEC on February 26, 2026. (2)Amounts reported represent employer matching contributions under our 401(k) Plan for each NEO except Ms. Muralidharan which is comprised of $550,000 of severance payments and $8,219 in matching contributions under our 401(k) Plan. (3)Ms. Muralidharan’s employment with the Company ceased in December 2025. Pursuant to the terms of her employment agreement and her equity compensation award agreements, Ms. Muralidharan forfeited all outstanding and unvested RSUs upon her departure.
OUTSTANDING EQUITY AWARDS AS AT 2025 FISCAL YEAR END
OUTSTANDING EQUITY AWARDS AS AT 2025 FISCAL YEAR END The following table lists all outstanding equity awards held by our NEOs as of December 31, 2025.
OUTSTANDING EQUITY AWARDS AS AT 2025 FISCAL YEAR END
| | | Option awards | | | | Stock awards | | | Name | Vesting commencement date (1) | Number of securities underlying unexercised options exercisable (#) | Number of securities underlying unexercised options unexercisable (#) | Option exercise price ($) | 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 | 1,302,720 | — | 0.97 | 4/11/2029 | — | — | | | 3/1/2020 | 41,550 | — | 1.60 | 6/21/2030 | — | — | | | 9/15/2021 | — | — | — | — | 433,894 | 655,180 | | Ryan Schaffer .............. | 1/1/2016 | 1,610 | — | 0.53 | 3/31/2026 | — | — | | | 10/30/2018 | 10,320 | — | 0.97 | 1/10/2029 | — | — | | | 2/1/2019 | 20,840 | — | 0.97 | 4/12/2029 | — | — | | | 4/12/2019 | 220,283 | — | 0.97 | 4/11/2029 | — | — | | | 9/1/2019 | 8,360 | — | 1.60 | 6/21/2030 | — | — | | | 1/1/2021 | 9,200 | — | 7.21 | 3/15/2031 | — | — | | | 3/1/2021 | 8,550 | — | 7.21 | 3/15/2031 | — | — | | | 9/16/2021 | 6,880 | — | 12.97 | 10/12/2031 | — | — | | | 9/15/2021 | — | — | — | — | 117,674 | 177,688 | | Anu Muralidharan ...... | 3/1/2021 | 30,800 | — | 7.21 | 12/29/2027 | — | — | | | 9/16/2021 | 5,500 | — | 12.97 | 12/29/2027 | — | — |
OUTSTANDING EQUITY AWARDS AS AT 2025 FISCAL YEAR END
(1)Each option is fully vested and exercisable. 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 vest 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. (2)Amounts reported were calculated by multiplying the number of RSUs outstanding as of December 31, 2025 by $1.51, the closing price of our Class A common stock on December 31, 2025, the last trading day in 2025.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd- Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
PAY VERSUS PERFORMANCE
| Year | Summary Compensatio n Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(1)(2)(3) ($) | Average Summary Compensati on Table Total for Non-PEO NEOs(1) ($) | Average Compensati on 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) | | 2025 | 1,903,704 | 1,898,948 | 1,489,362 | 1,439,278 | 17.10 | (21,389) | | 2024 | 2,080,756 | 2,172,530 | 1,213,068 | 1,012,219 | 37.91 | (10,055) | | 2023 | 1,837,115 | (910,783) | 1,038,468 | 284,408 | 27.96 | (41,455) |
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 ($) | Compensation Actually Paid to PEO ($) | | 2025 | 1,903,704 | (57,853) | 53,097 | 1,898,948 |
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 ($) | Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 1,489,362 | (77,507) | 27,423 | 1,439,278 |
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
| 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 ($) | Value of Dividend s or Other Earnings Paid on Equity Awards Not Otherwis e Included for PEO ($) | Total – Inclusion of Equity Values for PEO ($) | | 2025 | — | — | 57,853 | (4,756) | — | — | 53,097 |
PAY VERSUS PERFORMANCE
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | 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 Dividend s or Other Earnings Paid on Equity Awards Not Otherwis e Included for Non- PEO NEOs ($) | Total – Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | — | — | 29,243 | (1,820) | — | — | 27,423 |
PAY VERSUS PERFORMANCE
(4)Total Shareholder Return, or TSR, represents the cumulative growth of a hypothetical $100 investment in the Company made as of December 31, 2022, reflected as of the end of each respective year.
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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