appf-20250428

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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

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AppFolio, Inc.

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			Notice of the 2025 Annual Meeting and Proxy Statement Friday, 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
Annual Report			58


									General Information

Date & Time

Record Date

Location

June 13, 2025, 9:00 a.m. PT

April 16, 2025

www.virtualshareholdermeeting.com/APPF2025

Our Board is soliciting proxies for the Annual Meeting, and any adjournment or postponement thereof. In this Proxy Statement, the terms the "Company," “AppFolio,” "APPF," “we,” “us,” and “our” refer to AppFolio, Inc. and our subsidiaries.

Please carefully review the following, which is intended to provide general information about the Annual Meeting, including the date and time of the Annual Meeting, the quorum requirement, the proposals to be voted upon, the methods available for voting your shares, and the votes required to adopt the proposals. This information is also intended to provide you with the specific information that is required to be provided under the rules and regulations of the United States Securities and Exchange Commission (the "SEC").

Virtual Meeting

The Annual Meeting will be held virtually via a live webcast, which can be accessed on the Internet by visiting www.virtualshareholdermeeting.com/APPF2025. The Annual Meeting will start at 9:00 a.m. Pacific Daylight Time on June 13, 2025. We recommend that you log in a few minutes early to ensure you are logged in when the meeting starts. Online check-in will begin at 8:45 a.m. Pacific Daylight Time.

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, the control number is provided on the Notice 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.

Quorum Requirement

A quorum exists when at least a majority of the combined voting power of the outstanding shares of our Class A Common Stock and Class B Common Stock entitled to vote as of the Record Date is present virtually or represented by proxy at the Annual Meeting.

Shares Outstanding and Entitled to Vote at the Annual Meeting

23,047,322 shares of Class A Common Stock and 12,981,324 shares of Class B Common Stock were outstanding and entitled to vote at the Annual Meeting as of the Record Date.

Notice Regarding Availability of Proxy Materials

In accordance with SEC rules and regulations, we have elected to furnish our proxy materials, including this Proxy Statement and our 2024 Annual Report, primarily via the Internet. Accordingly, on or about April 28, 2025, we mailed to our stockholders the Notice, which contains instructions on how to access our proxy materials on the Internet, how to vote on the proposals to be voted upon at the Annual Meeting, and how to request paper copies of this Proxy Statement and the 2024 Annual Report. Stockholders may request to receive all future proxy materials from us in printed form by mail or electronically by e-mail by following the instructions contained in the Notice. We encourage stockholders to take advantage of the availability of the proxy materials on the Internet.


			1			2025 Proxy Statement


General Information

Proposals to be Voted Upon


Proposal		Board Vote Recommendation	Page Reference

1	To elect three Class I directors, Andreas von Blottnitz, Agnes Bundy Scanlan and Janet Kerr, 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.	FOR	5
2	To ratify the appointment of PricewaterhouseCoopers LLP ("PwC") as our independent registered public accounting firm for the fiscal year ending December 31, 2025.	FOR	12
3	To approve, on a non-binding, advisory basis, the compensation of our named executive officers.	FOR	14
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.	ONE YEAR	15

Voting our Common Stock

Each share of our Class A Common Stock outstanding on the Record Date is entitled to one vote on any proposal presented at the Annual Meeting. Each share of our Class B Common Stock outstanding on the Record Date is entitled to ten votes on any proposal presented at the Annual Meeting.

Votes Required to Adopt Proposals


Proposal 1: Class I directors will be elected by a plurality of the combined voting power of the outstanding shares of our Class A Common Stock and Class B Common Stock present virtually or represented by proxy and entitled to vote on the election of directors at the Annual Meeting. This means that the three director nominees for Class I director who receive the most FOR votes will be elected as directors. You may vote FOR or Withhold for each nominee.
Proposal 2: The ratification of the appointment of PwC requires the affirmative vote of a majority of the combined voting power of the outstanding shares of our Class A Common Stock and Class B Common Stock present virtually or represented by proxy and entitled to vote on the proposal at the Annual Meeting. You may vote FOR, Against, or Abstain.
Proposal 3: The approval, on a non-binding, advisory basis, of the compensation of our named executive officers requires the affirmative vote of a majority of the combined voting power of the outstanding shares of our Class A Common Stock and Class B Common Stock present virtually or represented by proxy and entitled to vote on the proposal at the Annual Meeting. You may vote FOR, Against, or Abstain.
Proposal 4: The option of every One Year, Two Years or Three Years, that receives a plurality of the combined voting power of the outstanding shares of our Class A Common Stock and Class B Common Stock present in person or represented by proxy and entitled to vote on the proposal at the Annual Meeting (i.e. the highest number of votes cast) will be deemed to be the frequency preferred by our stockholders. You may vote for every One Year, Two Years or Three Years or Abstain.

Definitions of Stockholder of Record and Beneficial Owner

You are considered to be a stockholder of record if your shares are registered directly in your name with our transfer agent, Equiniti Trust Company, LLC.

If, however, your shares are held in a brokerage account or by a broker, bank or other nominee, and not in your name, you are considered to be the "beneficial owner" of shares held in "street name."


			2			2025 Proxy Statement


General Information

Voting Methods - Stockholder of Record

If you are a stockholder of record, you can vote your shares using any of the following methods:

By Internet

By Telephone

By Mail

During the Annual Meeting

Visit www.proxyvote.com, 24 hours a day, seven days a week, until 11:59 p.m. Eastern Time on June 12, 2025 (please have the Notice in hand when you visit the website).

Call toll-free 1-800-690-6903, 24 hours a day, seven days a week, until 11:59 p.m. Eastern Time on June 12, 2025 (please have the Notice in hand when you call).

If you requested a paper copy of this Proxy Statement, complete, sign and date the proxy card provided with this Proxy Statement and return it prior to the Annual Meeting in the postage-paid envelope we have provided, or return it prior to the Annual Meeting to Vote Processing c/o Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, NY 11717.

Attend the Annual Meeting virtually by visiting www.virtualshareholdermeeting.com/APPF2025 (please have the Notice in hand when you visit the website). You will have the opportunity to vote electronically during the Annual Meeting.

Voting Methods - Beneficial Owner

If you are the beneficial owner of shares held in “street name” through a broker, bank or other nominee, please follow the voting instructions provided to you by that nominee in order to vote your shares.

Revoking Your Proxy

If you are a stockholder of record, you may revoke your proxy by (i) voting again using the Internet or telephone before the cutoff time (your latest Internet or telephone proxy is the one that will be counted), (ii) completing, signing, dating and returning prior to the Annual Meeting a proxy card bearing a later date, (iii) attending the Annual Meeting and voting electronically via live webcast, or (iv) sending a written notice that you are revoking your proxy to AppFolio, Inc., 70 Castilian Drive, Goleta, California 93117, Attn: General Counsel, and/or by sending an email to stockholdervoting@appfolio.com (in either case that is received prior to the Annual Meeting). Attending the Annual Meeting without voting electronically via live webcast will not revoke a previously delivered proxy.

If you are a beneficial owner, please follow the instructions provided to you by your broker, bank or other nominee in order to revoke your proxy.

Broker Non-Votes

Generally speaking, a beneficial owner of shares held in “street name” is entitled to give voting instructions to the broker, bank or other nominee holding the shares, and the nominee will vote those shares in accordance with the instructions. If the beneficial owner does not provide voting instructions, the broker, bank or other nominee can still vote the shares with respect to matters that are considered “routine” under Nasdaq rules, but cannot vote the shares with respect to matters that are considered “non-routine” under applicable Nasdaq rules. In the event that a broker, bank or other nominee votes shares on the “routine” matters, but is not provided with voting instructions with respect to a “non-routine” matter, the shares will be treated as broker non-votes with respect to any such “non-routine” matter. Broker non-votes will be counted for purposes of calculating whether a quorum is present at the Annual Meeting, but will not be treated as shares entitled to vote on any applicable proposal.


Proposal 1 is considered to be a "non-routine" matter under applicable Nasdaq rules. Accordingly, any shares held in "street name" through a broker, bank or other nominee will not be voted on Proposal 1 unless the beneficial owner affirmatively provides the nominee with voting instructions. Broker non-votes votes will have no effect on the outcome of Proposal 1.
Proposal 2 is considered to be a "routine" matter under applicable rules. Accordingly, any shares held in "street name" through a broker, bank or other nominee may be voted by the nominee on Proposal 2 even if the beneficial owner does not provide the nominee with voting instructions. We do not expect any broker non-votes on this proposal.
Proposal 3 is considered to be a "non-routine" matter under applicable rules. Accordingly, any shares held in "street name" through a broker, bank or other nominee will not be voted on Proposal 3 unless the beneficial owner affirmatively provides the nominee with voting instructions. Broker non-votes votes will have no effect on the outcome of Proposal 3.
Proposal 4 is considered to be a "non-routine" matter under applicable rules. Accordingly, any shares held in "street name" through a broker, bank or other nominee will not be voted on Proposal 4 unless the beneficial owner affirmatively provides the nominee with voting instructions. Broker non-votes votes will have no effect on the outcome of Proposal 4.

If you are the beneficial owner of shares held in "street name" through a broker, bank or other nominee, please be sure to instruct your nominee regarding how to vote your shares to ensure that your vote is counted with respect to each of the proposals.


			3			2025 Proxy Statement


General Information

Effect of Votes Withheld and Abstentions

A vote withheld, in the case of the proposal regarding the election of directors, or an abstention, in the case of the other proposals to be considered at the Annual Meeting, represents a stockholder’s affirmative election to decline to vote on a proposal. If a stockholder withholds or abstains from voting shares on a proposal, these shares will be considered present and entitled to vote at the Annual Meeting on such proposal. As a result, votes withheld and abstentions will be counted for purposes of calculating whether a quorum is present at the Annual Meeting.

Because the outcome of Proposal 1 will be determined by a plurality of the votes cast by our stockholders, votes withheld will have no effect on the outcome of Proposal 1. Because the outcome of Proposals 2 and 3 will be determined by the affirmative vote of a majority of the combined voting power of the outstanding shares of our Class A Common Stock and Class B Common Stock present virtually or represented by proxy and entitled to vote on the proposal at the Annual Meeting, abstentions will be counted as a vote against Proposals 2 and 3. With respect to Proposal 4, because the option of every one, two or three years that receives a plurality of the votes cast by our stockholders will be deemed to be the frequency preferred by our stockholders, abstentions will have no effect on the outcome of Proposal 4.

Submission of Questions

An online pre-meeting forum will be available to our stockholders at www.proxyvote.com prior to the date of the Annual Meeting. By accessing this online forum, our stockholders will be able to vote, view the Annual Meeting procedures, and obtain copies of proxy materials and our 2024 Annual Report.

As part of the Annual Meeting, we will hold a live question and answer session during which we intend to answer questions submitted during the meeting in accordance with the Annual Meeting procedures that are pertinent to the Company and the meeting matters, as time permits. Questions may be submitted during the Annual Meeting through www.virtualshareholdermeeting.com/APPF2025. Questions and answers will be grouped by topic and substantially similar questions will be grouped and answered once.

Technical Assistance

We encourage you to access the Annual Meeting before it begins. Online check-in will start shortly before the meeting on June 13, 2025. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting log in page.

Voting Instructions

If you properly complete and submit your proxy voting instructions, the persons named as proxies will follow your instructions. If you submit proxy voting instructions, but do not direct how your shares should be voted on each proposal, the persons named as proxies will vote FOR the election of each of the director nominees; FOR the ratification of the appointment of PwC 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.

Discretion of Proxies

Our Board does not presently know of any other business, other than that described in this Proxy Statement, that will be presented for consideration by our stockholders at the Annual Meeting. However, if any other business is properly brought before the Annual Meeting or any adjournment or postponement thereof, it is intended that the shares of our Class A Common Stock and Class B Common Stock represented by proxies will be voted in respect thereof in accordance with the judgment of the persons named as proxies.

Proxy Solicitation Costs

We are paying the expenses of preparing, printing and mailing this Proxy Statement, the Notice and our 2024 Annual Report as well as the costs incurred in connection with the solicitation and tabulation of proxies for the Annual Meeting. As part of this process, we will reimburse brokers, banks and other nominees for their reasonable out-of-pocket expenses for forwarding proxy materials to our beneficial stockholders. Our directors, officers and employees may solicit proxies on our behalf, including in person, or by telephone, email, facsimile, or other electronic or online methods, but they will not receive additional compensation for providing those services.

Request for Additional Information

If you have additional questions about this Proxy Statement or the Annual Meeting, please contact: AppFolio, Inc., 70 Castilian Drive, Goleta, California 93117, Attn: General Counsel, and/or send an email to stockholdervoting@appfolio.com.


			4			2025 Proxy Statement


									PROPOSAL ONE:
									Election of Directors

Board Structure

The number of our directors is fixed by our Board, subject to the terms of our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws (our "Governing Documents"). The Board is currently comprised of nine directors divided into three classes, each serving staggered three-year terms. Our directors are divided among the three classes as follows:


Class I consists of Andreas von Blottnitz, Agnes Bundy Scanlan and Janet Kerr, whose terms will expire at the Annual Meeting.
Class II consists of Olivia Nottebohm, Alex Wolf, and Robert Donald Casey III, whose terms will expire at our annual meeting of stockholders to be held in 2026; and
Class III consists of Timothy Bliss, Shane Trigg and Winifred Webb, whose terms will expire at our annual meeting of stockholders to be held in 2027.

Directors in a particular class will be elected for a three-year term at the annual meeting of stockholders in the year in which the term of that class expires. As a result, only one class of directors will be elected at each annual meeting of stockholders, with the other classes continuing for the remainder of their respective three-year terms. Each director’s term continues until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal.

At the Annual Meeting, our stockholders are being asked to vote for Mr. von Blottnitz and Mmes. Bundy Scanlan and Kerr, the three Class I director nominees listed above, to serve a three-year term on our Board until our annual meeting of stockholders to be held in 2028 and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal. Each of these director nominees is a current member of our Board, and their respective terms expire at the Annual Meeting. Each of these director nominees has consented to serve if elected.


			5			2025 Proxy Statement


Proposal One: Election of Directors

Director Nominees and Continuing Directors

The following table sets forth certain summary information concerning our director nominees and continuing directors as of April 28, 2025:


Name	Class	Age	Position	Director Since	Current Term Expires
Nominees:
Andreas von Blottnitz(1)(3)	I	59	Chairperson of the Board of Directors and Chairperson of the Compensation Committee	2007	2025
Agnes Bundy Scanlan(1)(2)	I	67	Chairperson of the Risk and Compliance Oversight Committee	2020	2025
Janet Kerr(2)(3)(4)	I	70	Chairperson of the Nominating and Corporate Governance Committee	2015	2025
Continuing Directors:
Olivia Nottebohm(2)	II	47	Director	2023	2026
Alex Wolf(3)	II	36	Director	2022	2026
Robert Donald Casey III	II	37	Director	2025	2026
Timothy Bliss(4)	III	72	Director	2008	2027
Shane Trigg	III	50	President, Chief Executive Officer and Director	2023	2027
Winifred Webb(1)(4)	III	67	Chairperson of the Audit Committee	2019	2027

(1)Serves as a member of our Audit Committee.

(2)Serves as a member of our Risk and Compliance Oversight Committee.

(3)Serves as a member of our Compensation Committee.

(4)Serves as a member of our Nominating and Corporate Governance Committee.

The biographies of each of the director nominees and continuing directors below contain information regarding each such person’s (i) service as a director, (ii) relevant business experience, and (iii) public company director positions held currently or at any time during the last five years. The information provided below also addresses for each director nominee and continuing director the specific experiences, qualifications, attributes or skills that led to the Board's conclusion that the person should serve as a director.

In addition to the information presented below regarding each director nominee's and continuing director's specific experience, qualifications, attributes and skills, we believe each of our directors has a reputation for integrity, honesty and adherence to high ethical standards, and has demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment to serve AppFolio, our stockholders, and our Board. Although the Board does not have a specific diversity policy, we believe that the diversity in professional experience, race, ethnicity, gender identity, age, cultural background, and personal background among our directors and the differing experiences and viewpoints stemming therefrom enhance the overall performance of our Board, including in understanding opportunities, anticipating challenges and assessing risks. The chart below provides certain highlights of the composition of our Board members and nominees.

Board Demographics


			6			2025 Proxy Statement


Proposal One: Election of Directors

Director Nominees: Nominees for Election at the Annual Meeting for an Additional Three-Year Term Expiring at the 2028 Annual Meeting of Stockholders (Class I Directors) (Current Term Expires at the Annual Meeting)

INC_Headshot_April_2022_Andreas_von_Blottnitz_2x2-300 1.jpg

Andreas von Blottnitz has served as a member of our Board since 2007 and Chairperson of the Board since 2007. Mr. von Blottnitz is a former venture partner of BV Capital Management, LLC, a venture capital firm, which he joined in 2005. From 1999 to 2004, he served as the Chief Executive Officer of ExpertCity, Inc., which was acquired by Citrix Online and later merged into GoTo. He currently serves on the Board of Directors of a number of private companies. He received a B.A. in Business Sciences from Wirtschaftsakademie in Hamburg, Germany.

We believe Mr. von Blottnitz’s background as a director and officer of multiple companies in the technology industry, his extensive investing experience, and his leadership and strategic planning skills qualify him to serve on our Board.

Andreas von Blottnitz

Age: 59

Director Since: 2007

Class: I

AgnesBundy_Scanlan_headshots-2x2-300-2023 1.jpg

Agnes Bundy Scanlan has served as a member of our Board since 2020. Ms. Bundy Scanlan is the President of The Cambridge Group LLC, a strategy and risk management advisory firm, a position she has held since 2020. Prior to that, she was senior advisor for Treliant, LLC, where she counseled financial services firms on various challenges, including strategy, governance, regulatory, compliance, and risk management matters from 2017 to 2020 and 2012 to 2015. From 2015 to 2017, she served as the Northeast Regional Director of Supervision Examinations for the Consumer Financial Protection Bureau. Previously, she also served as Chief Regulatory Officer, Chief Compliance Officer, and Chief Privacy Officer, at TD Bank, practiced law at Goodwin Proctor LLP, held various C-suite roles at Bank of America and Fleet Boston and served as legal counsel to the United States Senate Budget Committee. She currently serves on the Board of Directors of Truist Financial Corporation (NYSE: TFC) and privately-held iCapital. Ms. Bundy Scanlan holds a J.D. from Georgetown University Law Center and several Bar memberships, and has earned the CERT Certificate from the Universities of Cambridge and Oxford Programs in Digital Transformation and Disruptive Technologies; the Certificate in Artificial Intelligence and the Certificate in Cybersecurity from MIT; two Certificates in Cybersecurity Oversight from Harvard University; and a Certificate in Cybersecurity and Oversight from Carnegie Mellon.

We believe Ms. Bundy Scanlan's extensive risk management, regulatory, compliance, legal, banking, executive management, and government affairs experience, together with her serving as a director of other public companies, qualify her to serve on our Board.

Agnes Bundy Scanlan

Age: 67

Director Since: 2020

Class: I


			7			2025 Proxy Statement


Proposal One: Election of Directors

INC_Headshot_April_2022_Janet_Kerr-2x2-300 1.jpg

Janet Kerr has served as a member of our Board since 2015. Ms. Kerr is professor of Law Emeritus at the Caruso School of Law at Pepperdine University where she taught for over 30 years in the areas of corporate law and corporate governance. Ms. Kerr occupied the Laure Sudreau Chair and formerly served as Vice Chancellor of Pepperdine University. She is a well-known author in the areas of securities, corporate law and corporate governance, having published several articles and a book on the subjects. Ms. Kerr has founded or co-founded several technology companies, including X-Labs and a data analytics company acquired by Bloomberg. She currently serves on the Board of Directors of La-Z-Boy, Inc. (NYSE: LZB) and Tilly’s, Inc. (NYSE: TLYS). Since 2004, Ms. Kerr has served on several other public company boards including Carl’s Jr./Hardee’s, TSI, Inc., and Fidelity National Financial. She is currently a member of the National Association of Corporate Directors and has earned the CERT Certificate in Cybersecurity Oversight from Carnegie Mellon, the Certificate from the University of Cambridge Program in Disruptive Technologies, the Certificate in Artificial Intelligence from MIT, and the Certificate in Generative Artificial Intelligence from MIT. Ms. Kerr is also a certified mediator.

We believe Ms. Kerr’s extensive corporate governance experience, together with her experience serving as a director of other public companies, qualify her to serve on our Board.

Janet

Kerr

Age: 70

Director Since: 2015

Class: I

Continuing Directors: Continuing in Office with a Term Expiring at the 2026 Annual Meeting of Stockholders (Class II Directors)

Olivia Nottebohm has served as a member of our Board since 2023. Ms. Nottebohm has more than 20 years of experience in online software and has served in a number of senior positions overseeing sales, marketing, support, partnerships, strategy, human resources and operations. Since 2023, she has served as the Chief Operating Officer at Box, a content cloud platform provider, where she leads the global go-to-market organization. Prior to this, Ms. Nottebohm served as the Chief Revenue Officer and an advisor to the CEO of Notion Labs, Inc., the maker of a cloud-based productivity platform, from 2021 to 2022, and the Chief Operating Officer at Dropbox, Inc., a file storage and sharing service provider from 2020 to 2021. Her experience also includes roles as Vice President of SMB Sales and GTM Operations, Google Cloud and Senior Director, Americas GTM Operations, Google Ads and a partner at McKinsey & Company. She currently serves on the Board of Lightmatter, Inc. She received a B.A. in Economics from Harvard University and an M.B.A. from the Stanford Graduate School of Business.

We believe Ms. Nottebohm's background in the SaaS industry, as well as her robust management and consulting experience, qualify her to serve on our Board.

Olivia Nottebohm

Age: 47

Director Since: 2023

Class: II


			8			2025 Proxy Statement


Proposal One: Election of Directors

INC_Headshot_April_2022_Alex_Wolf-2x2-300 1.jpg

Alex Wolf has served as a member of our Board since 2022. Mr. Wolf is currently a Partner of Partners Fund Capital ("PFC"), a private investment company, a position he has held since 2022, and serves on the Board of Directors of several privately held software companies. Prior to joining PFC, Mr. Wolf was a Partner of Investment Group of Santa Barbara, a private investment company, a position he held for eight years from 2015 through 2022, and before that, he served in finance and investment roles at The Carlyle Group and Blackstone Inc. He earned a B.A. from Yale University and an M.B.A. from the Stanford Graduate School of Business.

We believe Mr. Wolf's experience working with technology companies in various industries and in different stages of the corporate lifecycle, along with his experience in finance and investing, qualify him to serve on our Board.

Alex

Wolf

Age: 36

Director Since: 2022

Class: II

Robert Donald Casey III has served as a member of our Board since 2025. Mr. Casey is currently the founder and CEO of Santa Barbara Management, a multifamily office founded in 2024. He is also a Partner at Partners Fund Capital, an investment firm that invests primarily in software companies, a position he has held since 2022. From 2018-2024, Mr. Casey served as President and a member of the Board of Directors, and later, as CFO, of Tegus, Inc., a research software provider for financial service firms. From 2016-2022, Mr. Casey served as a Partner at the Investment Group of Santa Barbara (“IGSB”), a private investment firm. While at IGSB, Mr. Casey also served as CEO and a member of the Board of Directors of Mindflash, a learning management software provider from 2017-2018, and as a member of the Board of Directors of PickTrace, a labor management software provider for agricultural businesses from 2018-2020. Prior to that, Mr. Casey founded and served as the CEO of YouRenew, a software and services business in the telecommunications industry, which was sold to Clover technologies in 2012, and he served as Vice President, Platform at Clover from 2012 through 2015. Mr. Casey received a B.A. in Economics from Yale University in 2011 and an M.B.A. from Harvard Business School in 2017.

We believe Mr. Casey's background as a director and officer, and as an investor and advisor to multiple technology companies qualify him to serve on our Board.

Robert Donald Casey III

Age: 37

Director Since: 2025

Class: II


			9			2025 Proxy Statement


Proposal One: Election of Directors

Continuing Directors: Continuing in Office with a Term Expiring at the 2027 Annual Meeting of Stockholders (Class III Directors)

Timothy Bliss has served as a member of our Board since 2008. He is a Partner of Partners Fund Capital, a private investment company, a position he has held since 2022, and a Partner of Investment Group of Santa Barbara, a private investment company, a position he has held for over 40 years. Mr. Bliss received a B.A. from Harvard College and an M.B.A. from the Stanford Graduate School of Business.

We believe Mr. Bliss’ 17 years of experience with AppFolio and his long history of investing in and building technology companies qualify him to serve on our Board.

Timothy
Bliss

Age: 72

Director Since: 2008

Class: III

Shane Trigg serves as the President & CEO of AppFolio. Prior to being promoted to President & CEO, he served as President & General Manager, Real Estate from April 2020 to February 2023. From 2012 to 2020, Mr. Trigg served as a Senior Vice President, Commerce Cloud and Senior Vice President, Marketing Cloud for Salesforce, a cloud-based customer relationship management provider. From 2004 to 2011, Mr. Trigg held various positions with MRI Software (formerly Intuit Real Estate Solutions, Inc), a provider of real estate and investment management software, last serving as VP, Global Sales and Marketing. Mr. Trigg received a B.S. in Human Ecology from The Ohio State University and an M.B.A. from the University of Notre Dame.

We believe Mr. Trigg's considerable experience in the software industry, his significant contributions to our success, and his extensive leadership and strategic planning skills qualify him to serve on our Board.

Shane
Trigg

Age: 50

Director Since: 2023

Class: III


			10			2025 Proxy Statement


Proposal One: Election of Directors

Winifred Webb has served as a member of our Board since 2019. Ms. Webb is the founder of Kestrel Corporate Advisors, an advisory services firm. Prior to that, Ms. Webb was Managing Director at Tennenbaum Capital Partners from 2010 to 2013 and, before that, a member of the senior executive team at Ticketmaster Entertainment, Inc. from 2008 to 2010. Prior to joining Ticketmaster, Ms. Webb served for 20 years with The Walt Disney Company in various senior positions, including as Senior Vice President of Investor Relations and Shareholder Services, and in governance outreach, corporate treasury, and as Executive Director of The Walt Disney Company Foundation. Before Disney, she held roles in investment banking. Ms. Webb is a National Association of Corporate Directors Board Leadership Fellow. She currently serves on the Board of Directors of ABM Industries Incorporated (NYSE: ABM) and Wynn Resorts, Limited (NASDAQ: WYNN), and on the Board of Trustees of AMH (NYSE: AMH), a real estate investment trust. Ms. Webb has served on several other public company boards including TiVo and Jack in the Box. Ms. Webb received her M.B.A. from Harvard University and her B.A. from Smith College. In addition, she earned the CERT Certificate in Cybersecurity Oversight from NACD/Carnegie Mellon.

We believe Ms. Webb's extensive experience as a senior finance and investor relations executive, her involvement in real estate-related and digital companies, and her service as a public company director qualify her to serve on our Board.

Winifred Webb

Age: 67

Director Since: 2019

Class: III

Election of Director Nominees

Directors will be elected by a plurality of the combined voting power of the outstanding shares of our Class A Common Stock and Class B Common Stock present virtually or represented by proxy and entitled to vote on the election of directors at the Annual Meeting. This means that the three director nominees for Class I director who receive the most FOR votes will be elected as directors. Broker non-votes and withhold votes will have no effect on the outcome of the election.

Unless you direct otherwise through your proxy voting instructions, the persons named as proxies will vote all proxies received FOR the election of each of the director nominees. If any director nominee is unable to, or for good cause will not, serve at the time of the Annual Meeting, the persons named as proxies may vote for a substitute director nominee chosen by our Board. In the alternative, the proxies may vote only for any remaining director nominees, leaving one or more vacancies on our Board.

Recommendation of our Board


OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF EACH OF THE DIRECTOR NOMINEES.


			11			2025 Proxy Statement


									PROPOSAL TWO:
									Ratification of the Appointment of Our Independent Registered Public Accounting Firm

Our Audit Committee has appointed PwC as our independent registered public accounting firm to perform the audit of our consolidated financial statements for the fiscal year ending December 31, 2025. PwC has served as our independent registered public accounting firm since 2011.

Our Audit Committee annually reviews the independent registered public accounting firm’s independence, including reviewing all relationships between the firm and us and any disclosed relationships or services that may impact the objectivity and independence of the firm, as well as the firm’s performance. As a matter of good corporate governance, our Board is submitting the appointment of PwC to our stockholders for ratification.

We expect a representative of PwC will attend the Annual Meeting and be available to respond to appropriate questions. The representative will have an opportunity to make a statement if he or she so chooses.

Fees Paid to the Independent Registered Public Accounting Firm

The following table sets forth the fees billed or expected to be billed by PwC for audit, audit-related, tax and all other services rendered for 2024 and 2023 (in thousands):


	2024 ($)	2023 ($)
Audit Fees	2,065,102	1,931,801
Audit-Related Fees	50,000	—
Tax Fees	268,720	47,598
All Other Fees	2,000	900
Total	2,386,000	1,981,000

Audit Fees. Represent fees billed or expected to be billed for professional services provided in connection with the audits of our annual financial statements and internal control over financial reporting associated with compliance with Section 404(b) of the Sarbanes-Oxley Act, reviews of our quarterly financial statements, and consultations on accounting matters directly related to the audit of our annual financial statements.

Audit-Related Fees. Represents fees billed for due diligence services related to mergers and acquisitions. There were no fees billed by PwC for professional services under "Audit-Related Fees" in 2023.

Tax Fees. Represents fees billed for tax studies, tax compliance services and tax due diligence services related to mergers and acquisitions.

All Other Fees. Represents license fees for accounting research software.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services

Pursuant to its charter, our Audit Committee must pre-approve all audit and permissible non-audit services to be provided by our independent registered public accounting firm. As part of this review, our Audit Committee also considers whether the categories of pre-approved services are consistent with the rules on accountant independence of the SEC and the Public Company Accounting Oversight Board ("PCAOB"). Our Audit Committee has pre-approved all services performed since the pre-approval policy was adopted.

In addition, in the event time constraints require pre-approval prior to our Audit Committee's next scheduled meeting, our Audit Committee has authorized its Chairperson to pre-approve services. Services pre-approved by the Chairperson are to be reported to the Audit Committee at its next scheduled meeting.


			12			2025 Proxy Statement


Proposal Two: Ratification of the Appointment of Our Independent Registered Public Accounting Firm

Ratification of the Appointment of PwC

The affirmative vote of a majority of the combined voting power of the outstanding shares of our Class A Common Stock and Class B Common Stock present virtually or represented by proxy and entitled to vote on the proposal at the Annual Meeting will be required to ratify the appointment of PwC. Abstentions will have the same effect as a vote against the proposal. We do not expect any broker non-votes on this proposal.

Unless you direct otherwise through your proxy voting instructions, the persons named as proxies will vote all proxies received FOR the ratification of the appointment of PwC.

If our stockholders fail to ratify the appointment of PwC, our Audit Committee will reconsider whether to retain the firm. Even if the selection is ratified, our Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in our best interests and the best interests of our stockholders.

Recommendation of our Board


			OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF PWC AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025.


			13			2025 Proxy Statement


									PROPOSAL THREE:
									Advisory Vote to Approve Named Executive Officer Compensation

Background

We are providing our stockholders with the opportunity to cast a non-binding, advisory vote on named executive officer compensation, also known as a "say on pay" advisory vote, as described below.

The primary objective of our executive compensation program is to provide a total compensation package designed to attract, motivate, and retain executive officers with the skills, energy, and commitment required to achieve our short-term and long-term strategic objectives, which we believe will positively impact long-term value. As described in this Proxy Statement, we seek to reward (i) achievement through performance-based cash bonuses and performance stock unit grants, and (ii) commitment through time-based restricted stock unit grants. We balance such rewards with certain guaranteed elements of compensation, including base salary and employee benefits. Our executive compensation program promotes strong alignment between the interests of our executives and those of our stockholders by tying a significant portion of compensation to the achievement of key strategic objectives. Overall, we seek to ensure that the total compensation opportunity available to our executive officers is appropriate for each executive given their respective scope of responsibilities and ability to impact our results.

For additional information about our named executive officer compensation program, please refer to the section titled "Compensation Discussion and Analysis" and the related compensation tables and footnotes.

Proposal

In accordance with Section 14A of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), we are asking our stockholders to vote "FOR" the approval of the following resolution at the Annual Meeting:

"RESOLVED, that our stockholders approve, on a non-binding, advisory basis, the compensation of our Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K and as described in the Compensation Discussion and Analysis, the Summary Compensation Table, and the related compensation tables, notes and narrative discussion in this Proxy Statement for our 2025 Annual Meeting of Stockholders."

Effect of Proposal

The resolution above is advisory which means that it is not binding on us. Our Board, however, values the opinions of our stockholders as expressed through their votes and other communications. Although the resolution is non-binding, our Board and our Compensation Committee will carefully consider the outcome of the advisory vote and stockholder opinions received from other communications when making future named executive officer compensation decisions.

Approval of Proposal

The affirmative vote of a majority of the combined voting power of the outstanding shares of our Class A Common Stock and Class B Common Stock present virtually or represented by proxy and entitled to vote on the proposal at the Annual Meeting will be required to approve, on a non-binding, advisory basis, the compensation of our named executive officers. Abstentions will have the same effect as a vote against the proposal. Broker non-votes will have no effect on the outcome of the proposal.

Unless you direct otherwise through your proxy voting instructions, the persons named as proxies will vote all proxies received FOR the advisory approval of the compensation of our named executive officers.

Recommendation of our Board


OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE ADVISORY APPROVAL OF THE NAMED EXECUTIVE OFFICER COMPENSATION.


			14			2025 Proxy Statement


									PROPOSAL FOUR:
									Advisory approval of "Say-on-Pay" for NEO Compensation

Background

In accordance with SEC rules, we are providing our stockholders with the opportunity to indicate their preference, on an advisory basis, regarding how frequently we should hold an advisory vote to approve the compensation of our named executive officers (a "say-on-pay" advisory vote). We currently hold a "say-on-pay" advisory vote every year. You may vote for every One Year, Two Years or Three Years, or you may abstain from voting.

Our Board believes that the "say-on-pay" advisory vote should be submitted to our stockholders annually, and therefore recommends that you vote for a "One Year" interval. We believe this frequency aligns with our compensation practices, as we review the core elements of our named executive officer compensation program annually. An annual vote provides stockholders frequent opportunities to evaluate the effectiveness of our named executive officer compensation policies and decisions and the related business outcome from a pay-for-performance perspective. In addition, we value constructive dialogue with our stockholders on these matters on an annual basis. The next vote with respect to the frequency of future "say-on-pay" advisory votes is expected to occur at the 2031 annual meeting of stockholders.

Effect of Proposal

This vote is advisory which means that it is not binding on us. The outcome of this vote will not require our Board or our Compensation Committee to take any action regarding the frequency of future "say-on-pay" advisory votes. However, our Board and our Compensation Committee value the opinions of our stockholders and will take into consideration the outcome of the vote when considering the frequency of future "say-on-pay" advisory votes.

The option of every One Year, Two Years or Three Years that receives a plurality of the combined voting power of the outstanding shares of our Class A Common Stock and Class B Common Stock present in person or represented by proxy and entitled to vote on the proposal at the Annual Meeting (i.e., the highest number of votes cast) will be deemed to be the frequency preferred by our stockholders. Abstentions and broker non-votes will have no effect on the outcome of the proposal.

Unless you direct otherwise through your proxy voting instructions, the persons named as proxies will vote all proxies received for a frequency of every ONE YEAR with respect to the advisory vote on the frequency of future stockholder advisory votes to approve named executive officer compensation.

Recommendation of the Board


OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE TO HOLD FUTURE STOCKHOLDER ADVISORY VOTES TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION, EVERY "ONE YEAR."


			15			2025 Proxy Statement


									Directors and Corporate Governance

Director Independence

Our Board has undertaken a review of the independence of each of our continuing directors and director nominees and has affirmatively determined that Messrs. Bliss, von Blottnitz, Wolf, and Casey, and Mmes. Bundy Scanlan, Kerr, Nottebohm, and Webb, do not have relationships that would interfere with their exercise of independent judgment in carrying out the responsibilities of a director, and that each of Messrs. Bliss, von Blottnitz, Wolf and Casey, and Mmes. Bundy Scanlan, Kerr, Nottebohm and Webb meets the definition of “independent director” under the applicable NASDAQ listing standards. In making these determinations, our Board considered the current and prior relationships that each continuing director and director nominee has with the Company and all other facts and circumstances our Board deemed relevant. Mr. Trigg does not meet the definition of “independent director” as Mr. Trigg is a current executive officer of the Company. For additional disclosure of facts and circumstances the Board considered, please refer to the Section titled “Agreements with Directors and Third Parties.”

Board Leadership Structure

We do not have a fixed policy regarding whether the offices of Chairperson of our Board and Chief Executive Officer should be vested in the same person or two different people. We believe the Company and its stockholders are best served by a Board that has the flexibility to establish a leadership structure that fits the needs of the Company at a particular time. Accordingly, our Governing Documents and corporate governance guidelines do not require that the Chairperson of our Board and our Chief Executive Officer be separate or combined. At this time, the offices of Chairperson of our Board and Chief Executive Officer are vested in two different people.


			16			2025 Proxy Statement


Directors and Corporate Governance

Board Role in Risk Oversight


			17			2025 Proxy Statement


Directors and Corporate Governance

The Board and its committees work closely with and regularly receive reports from management to understand and oversee the management of existing and emerging risks. In addition, our directors have unrestricted access to Company personnel and documents, and may seek any information they require from employees, officers, or external parties. They also have discretion to engage and obtain advice, reports or opinions from legal counsel and other advisors to carry out their responsibilities. We have a Chief Compliance Officer who reports to our Chief Trust Officer, and both individuals routinely provide reports to the Board and its committees. The Chairperson of our Board is an independent director and independent directors serve as the chairpersons of all Board committees. Our Board and committee chairpersons are ultimately responsible for setting agendas and determining the topics discussed and presented at Board and committee meetings, including risk topics. Our Board believes its leadership structure is consistent with and supports the administration of its risk oversight function.

The Board and its committees routinely consider the Company's risk environment. The ERM Program is reviewed periodically by management and any material changes to the ERM Program are reported to the Risk and Compliance Oversight Committee. In addition, each committee annually reviews the adequacy of its respective charter in light of, among other things, the current risk environment.

Meetings of the Board of Directors

During 2024, our Board held seven meetings. Each director attended at least 75% of the total number of meetings of our Board and the committees of our Board on which such director served (in each case during the period such director served).

Although we do not have a formal policy requiring our directors to attend our annual meetings of stockholders, our directors are encouraged to attend these meetings. All directors attended our 2024 annual meeting of stockholders.

Executive Sessions

In accordance with the applicable NASDAQ listing standards, our independent directors meet in regularly scheduled executive sessions at which only independent directors are present.

Agreements with Directors and Third Parties

Ms. Nottebohm previously served as a consultant to IGSB, Inc. (“IGSB”) on strategy and related matters across IGSB’s operations. Maurice J. Duca controls IGSB and, through various investment vehicles, is the Company’s largest stockholder. Mr. Duca has agreed to pay Ms. Nottebohm 35 percent of the net gain on the equivalent of 35,714 shares of the Company’s Class A common stock each year for the next six years, which amount may be paid in cash or shares of the Company’s Class A common stock. The net gain will be based on a $100 per share starting value and the 10-day average of the final closing price of the shares prior to the date of payment, as reported by The Nasdaq Global Market. No part of such payment will come from the Company.


			18			2025 Proxy Statement


Directors and Corporate Governance

Committees of our Board

Our Board has established four standing committees: Audit Committee; Compensation Committee; Nominating and Corporate Governance Committee; and Risk and Compliance Oversight Committee. Our Board has adopted written charters for each of these committees, all of which satisfy applicable NASDAQ listing standards and are available on our website at http://ir.appfolioinc.com. The information included on or accessed through our website does not constitute part of and is not incorporated by reference in this Proxy Statement.

The composition and responsibilities of each of our standing committees are described below.

Name

Audit

Committee

Compensation

Committee

Nominating and

Corporate Governance

Committee

Risk and

Compliance Oversight

Committee

Timothy Bliss

Agnes Bundy Scanlan

Janet Kerr

Olivia Nottebohm

Andreas von Blottnitz

Winifred Webb

Alex Wolf

Chairperson of the Board

Financial Expert

Chairperson

Committee Member


Audit Committee									Independence: Each of the members has been determined to satisfy the independence and financial literacy requirements under applicable SEC rules and regulations and applicable NASDAQ listing standards. Financial Expertise: Ms. Webb is an “Audit Committee financial expert” within the meaning of Item 407(d) of Regulation S-K under the Securities Act of 1933, as amended (the "Securities Act"). Our Audit Committee is responsible for, among other things: ▪overseeing the auditing, accounting, and financial reporting processes, and systems of internal controls that are conducted by our independent auditor, our internal audit function, and our financial and senior management; ▪monitoring the responsibilities, resourcing, and composition of the internal audit function; ▪supervising the Company's policies and procedures for the intake of allegations of fraud or complaints or concerns regarding questionable accounting or auditing matters; ▪reviewing earnings press releases and earnings guidance, if any; ▪monitoring the selection, independence, and performance of our independent auditor; ▪reviewing and discussing with management the status of any pending or threatened legal matters that could have a material adverse effect on the Company’s financial statements; ▪overseeing the administration and maintenance of our Code of Business Conduct and Ethics; and ▪overseeing public disclosures regarding financial matters and SEC filing requirements.


Meetings in 2024: 5 Members: Winifred Webb (Chair) Andreas von Blottnitz Agnes Bundy Scanlan


			19			2025 Proxy Statement


Directors and Corporate Governance


Compensation Committee									Independence: Each of the members has been determined to be an independent director under applicable SEC rules and regulations and applicable NASDAQ listing standards. Each member of our Compensation Committee is also a non-employee director, as defined by Rule 16b-3 promulgated under the Exchange Act. Our Compensation Committee is responsible for, among other things: ▪developing and reviewing the compensation of our directors and senior executives, and overseeing our overall compensation philosophy; ▪evaluating our Chief Executive Officer's performance in light of the elements applicable to such individual's compensation; ▪recommending to our Board for approval each component of compensation paid to our directors and Chief Executive Officer; ▪approving each component of compensation paid to our senior executives; ▪administering our cash and equity-based compensation plans applicable to all of our directors, senior executives and employees in accordance with the terms of our Compensation Committee’s charter; ▪reviewing and discussing with management the disclosures regarding executive officer and director compensation to be included in our public filings, including our annual proxy statement; and ▪administering the Company’s Executive Compensation Recovery Policy.


Meetings in 2024: 4 Members: Andreas von Blottnitz (Chair) Janet Kerr Alex Wolf


Nominating and Corporate Governance Committee									Independence: Each of the members has been determined to be an independent director under applicable NASDAQ listing standards. Our Nominating and Corporate Governance Committee is responsible for, among other things: ▪assisting our Board in identifying individuals qualified to become members of our Board, consistent with criteria approved by our Board; ▪recommending to the Board directors for each committee of the Board; ▪developing and recommending to our Board such corporate governance guidelines and procedures as the committee determines is appropriate from time to time; ▪generally overseeing the Company's Environmental, Social and Governance activities;

SEC Form DEF 14A filed by AppFolio Inc.