APPFOLIO INC

For the period ended Dec 31, 2024. Filed Apr 28, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2024 · Filed Apr 28, 2025

APPF$230.74-1.1%Stored close · as of Nov 6, 2026

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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)

Payment of Filing Fee (Check the appropriate box)

x	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
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o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Notice of the 2025 Annual Meeting and Proxy StatementFriday, June 13, 9:00 A.M. PST

Notice of 2025 Annual Meeting of Stockholders

Date & Time	Record Date	Location
June 13, 2025, 9:00 a.m. PT	April 16, 2025	www.virtualshareholdermeeting.com/APPF2025

To Our Stockholders:

Notice is hereby given that AppFolio, Inc. will hold its 2025 Annual Meeting of Stockholders (the "Annual Meeting") virtually on June 13, 2025, at 9:00 a.m. Pacific Daylight Time, via a live webcast, which can be accessed on the Internet by visiting www.virtualshareholdermeeting.com/APPF2025.

Only holders of record of shares of our Class A Common Stock and Class B Common Stock at the close of business on April 16, 2025 (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting. To access the Annual Meeting, you will need a 16-digit control number. If you are a stockholder of record as of the Record Date or any adjournment or postponement thereof, the control number is provided on the Notice Regarding the Availability of Proxy Materials you received in the mail or on your proxy card (if you requested to receive printed proxy materials). If you are a beneficial owner of shares held in “street name” through a broker, bank or other nominee, you may contact your broker, bank or nominee where you hold your account if you have questions about obtaining your control number.

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 I directors to a three-year term to hold office until our 2028 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, 2025;
3	To approve, on a non-binding, advisory basis, the compensation of our named executive officers;
4	To vote, on a non-binding, advisory basis, on the frequency of future stockholder advisory votes to approve the compensation of our named executive officers; and
5	To transact such other business as may be 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; and FOR holding future stockholder advisory votes to approve the compensation of our named executive officers every ONE YEAR.

On or about April 28, 2025, we mailed to our stockholders a Notice Regarding the Availability of Proxy Materials (the "Notice") containing instructions for how to access this proxy statement (including this Notice of 2025 Annual Meeting of Stockholders) relating to the Annual Meeting (this "Proxy Statement"), and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the "2024 Annual Report"). As described in the Notice, the Proxy Statement and 2024 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 2024 Annual Report and vote your shares by mail using a proxy card.

Notice of Annual Meeting of Stockholders

On behalf of the Company and our Board, I would like to express our appreciation for your ongoing interest in AppFolio.

Your interest in the Company and 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.

By Order of our Board,

Shane Trigg

President and Chief Executive Officer

Goleta, California

April 28, 2025

Table of Contents

General Information	1
Proposal One: Election of Directors	5
Proposal Two: Ratification of the Appointment of our Independent Registered Public Accounting Firm	12
Proposal Three: Advisory Vote to Approve Named Executive Officer Compensation	14
Proposal Four: Advisory Approval of the Frequency of Future Stockholder Advisory Votes to Approve Named Executive Officer Compensation	15
Directors and Corporate Governance	16
Director Independence	16
Board Leadership Structure	16
Board Role in Risk Oversight	17
Meetings of the Board of Directors	18
Agreements with Directors and Third Parties	18
Committees of our Board	19
Stockholder Nomination of Directors	21
Director Qualifications	21
Environmental, Social, and Governance at AppFolio	22
Codes of Business Conduct and Ethics	23
Insider Trading Policy	23
Stockholder Communications with our Board	23
Director Compensation Policy	24
Director Compensation Table	25
Report of the Audit Committee	26
Executive Officers	27
Executive Compensation	29
Compensation Discussion and Analysis	29
Named Executive Officers	29
Compensation Philosophy	29
Elements of our Executive Compensation Program	30
Other Compensation-Related Topics	35
Compensation Committee Report	37
Summary Compensation Table	38
Grants of Plan-Based Awards	39
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table	40
Outstanding Equity Awards at Fiscal Year End	41
Option Exercises and Stock Vested	43
Potential Payments upon Termination or Change in Control	43
CEO Pay Ratio	47
Equity Compensation Plan Information	48
Security Ownership of Certain Beneficial Owners and Management	49
Pay Versus Performance	52
Delinquent Section 16(a) Reports	56
Related Party Transactions	57
Additional Information	58
Procedures for Submitting Stockholder Proposals	58
Other Business	58

ContentsView on SEC.gov

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