AppFolio (APPF) Proxy Filing summary

Executive summary

• The 2025 annual meeting will be held virtually on June 13, 2025, with record date April 16, 2025. Shareholders of Class A and Class B Common Stock are eligible to vote, with Class B shares carrying ten votes per share and Class A one vote per share.

• Four main proposals will be voted on: election of three Class I directors, ratification of PwC as auditor, advisory approval of executive compensation, and advisory vote on the frequency of future say-on-pay votes.

• The board recommends voting for all director nominees, for PwC as auditor, for executive compensation, and for annual say-on-pay votes.

Voting matters and shareholder proposals

• Proposal 1: Elect three Class I directors (Andreas von Blottnitz, Agnes Bundy Scanlan, Janet Kerr) for three-year terms.

• Proposal 2: Ratify PwC as independent auditor for 2025.

• Proposal 3: Approve, on an advisory basis, the compensation of named executive officers.

• Proposal 4: Advisory vote on frequency of say-on-pay, with board recommending annual votes.

• Shareholders may submit director nominations and proposals for future meetings, with specific deadlines and requirements outlined.

Board of directors and corporate governance

• The board consists of nine directors in three staggered classes, with a mix of independent and non-independent members.

• All directors except the CEO are independent under NASDAQ standards.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and Risk and Compliance Oversight, each with defined responsibilities and independent chairs.

• Board leadership structure separates the roles of Chairperson and CEO.

• Director compensation includes cash retainers and equity awards, with additional compensation for committee chairs.