APPFOLIO INC
For the period ended Dec 31, 2023. Filed Apr 29, 2024.
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Dec 31, 2023 · Filed Apr 29, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrantx
Filed by a Party other than the Registranto
Check the appropriate box:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material under 240.14a-12 |
AppFolio, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Notice of 2024 Annual Meeting of Stockholders
| Date & Time | Record Date | Location |
|---|---|---|
| June 14, 2024, 9:00 a.m. PT | April 17, 2024 | www.virtualshareholdermeeting.com/APPF2024 |
To Our Stockholders:
Notice is hereby given that AppFolio, Inc. will hold its 2024 Annual Meeting of Stockholders (the "Annual Meeting") virtually on June 14, 2024, at 9:00 a.m. Pacific Daylight Time, via a live webcast, which can be accessed on the Internet by visiting www.virtualshareholdermeeting.com/APPF2024.
To access the Annual Meeting, you will need a 16-digit control number. The control number is provided on the Notice of Internet Availability of Proxy Materials you received in the mail, on your proxy card (if you requested to receive printed proxy materials), or through your broker or other nominee if you hold your shares in "street name."
Stockholders will be able to attend, vote and submit questions virtually during the Annual Meeting.
We are holding the Annual Meeting for the following purposes:
| 1 | To elect three Class III directors to a three-year term to hold office until our 2027 annual meeting of stockholders, or until the date on which their successors are duly elected and qualified; |
| 2 | To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; |
| 3 | To approve, on a non-binding, advisory basis, the compensation of our named executive officers; |
| 4 | To approve the AppFolio, Inc. 2025 Omnibus Incentive Plan; |
| 5 | To approve the AppFolio, Inc. 2025 Employee Stock Purchase Plan; and |
| 6 | To transact such other business as may properly be brought before the Annual Meeting, or any adjournment or postponement thereof. |
Our Board of Directors (our "Board") recommends that you vote FOR the election of each of the director nominees; FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm; FOR the advisory approval of the compensation of our named executive officers; FOR the approval of the AppFolio, Inc. 2025 Omnibus Incentive Plan; and FOR the approval of the 2025 Employee Stock Purchase Plan of AppFolio, Inc.
On or about April 29, 2024, we mailed to our stockholders a Notice Regarding the Availability of Proxy Materials (the "Notice") containing instructions for how to access this proxy statement relating to the Annual Meeting (this "Proxy Statement"), and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the "2023 Annual Report"). As described in the Notice, the Proxy Statement and 2023 Annual Report can be accessed by visiting www.proxyvote.com and using the control number located on the Notice. The Notice also provides instructions on how to vote your shares electronically at the Annual Meeting, by Internet or by telephone, as well as how to receive a paper copy of the Proxy Statement and 2023 Annual Report and vote your shares by mail using a proxy card.
Notice of Annual Meeting of Stockholders
Your interest in the Company and your vote truly matter to us. It is important that all stockholders participate in the affairs of the Company, regardless of the number of shares owned. Accordingly, we encourage you to read the proxy materials and vote your shares as soon as possible.
Only owners of shares of our Class A Common Stock and Class B Common Stock at the close of business on April 17, 2024 (the "Record Date"), are entitled to notice of the Annual Meeting. You are entitled to attend the Annual Meeting only if you were a stockholder as of the close of business on the Record Date or hold a valid proxy for the Annual Meeting.
On behalf of the Company and our Board, I would like to express our appreciation for your ongoing interest in AppFolio.
By Order of our Board,
Shane Trigg
President and Chief Executive Officer
Santa Barbara, California
April 29, 2024
Table of Contents
| General Information | 1 |
|---|---|
| Proposal One: Election of Directors | 6 |
| Proposal Two: Ratification of the Appointment of our Independent Registered Public Accounting Firm | 13 |
| Proposal Three: Advisory Vote to Approve Named Executive Officer Compensation | 15 |
| Proposal Four: Approval of the AppFolio, Inc. 2025 Omnibus Incentive Plan | 16 |
| Proposal Five: Approval of the AppFolio, Inc. 2025 Employee Stock Purchase Plan | 22 |
| Directors and Corporate Governance | 28 |
| Director Independence | 28 |
| Board Leadership Structure | 28 |
| Board Role in Risk Oversight | 29 |
| Meetings of the Board of Directors | 30 |
| Agreements with Directors and Third Parties | 30 |
| Committees of our Board | 31 |
| Stockholder Nomination of Directors | 33 |
| Director Qualifications | 33 |
| Environmental, Social, and Governance at AppFolio | 34 |
| Codes of Business Conduct and Ethics | 35 |
| Stockholder Communications with our Board | 35 |
| Compensation Committee Interlocks and Insider Participation | 35 |
| Director Compensation Policy | 36 |
| Director Compensation Table | 37 |
| Report of the Audit Committee | 38 |
| Executive Officers | 39 |
| Executive Compensation | 40 |
| Compensation Discussion and Analysis | 40 |
| Named Executive Officers | 40 |
| Compensation Philosophy | 40 |
| Elements of our NEO Compensation Program | 41 |
| Other Compensation-Related Topics | 46 |
| Compensation Committee Report | 48 |
| Summary Compensation Table | 49 |
| Grants of Plan-Based Awards | 50 |
| Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table | 51 |
| Outstanding Equity Awards at Fiscal Year End | 52 |
| Option Exercises and Stock Vested | 54 |
| Potential Payments upon Termination or Change in Control | 54 |
| CEO Pay Ratio | 57 |
| Equity Compensation Plan Information | 58 |
| Security Ownership of Certain Beneficial Owners and Management | 59 |
| Pay Versus Performance | 62 |
| Delinquent Section 16(a) Reports | 67 |
| Related Party Transactions | 68 |
| Additional Information | 69 |
| Procedures for Submitting Stockholder Proposals | 69 |
| Other Business | 69 |
| Annex A: AppFolio, Inc. 2025 Omnibus Incentive Plan | 71 |
| Annex B: AppFolio, Inc. 2025 Employee Stock Purchase Plan | 91 |
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