What changed in this filing

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Item 9A. Controls and Procedures

2025-02-06 compared with 2024-02-01 · 80 added, 47 removed, 107 unchanged (54% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the supervision and participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2023, the last day of the period covered by this Annual Report.

Disclosure controls and procedures include, without limitation, controls and other procedures designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms and that such information is accumulated and communicated to its management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Based on our management's evaluation, our principal executive officer and principal financial officer have concluded that, as of December 31, 2023, our disclosure controls and procedures were effective at the reasonable assurance level.

Our management, with the supervision and participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report.

Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered by this Annual Report, our disclosure controls and procedures were designed at the reasonable assurance level and were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Internal control over financial reporting includes those policies and procedures that:

(i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

6 unchanged sentences

OTHER INFORMATION

On November 15, 2023, Olivia Nottebohm , a member of our Board of Directors , entered into a prearranged stock selling plan for the sale of up to 1,449 shares of the Company's Class A common stock between March 1, 2024 and December 27, 2024.

Nottebohm's trading plan was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act of 1934, as amended, and the Company's policies regarding insider transactions.

Departure of Directors or Certain Officers;

Election of Directors;

Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

(b) Matthew S.

Mazza has been appointed Chief Trust Officer of the Company, effective February 6, 2025.

Mazza previously served as the Company's Chief Legal Officer, a position he held since 2021, and Corporate Secretary, a position he held since 2022.

Before becoming Chief Legal Officer, Mr.

Mazza served as the Company's General Counsel and Chief Compliance Officer, as well as in other senior legal and compliance roles, since 2016.

(e) In connection with his appointment as Chief Trust Officer, Mr.

Mazza entered into an employment agreement with the Company, dated as of February 6, 2025 (the “Employment Agreement”).

The Employment Agreement provides for “at-will” employment and sets forth the terms and conditions of Mr.

Mazza’s employment.

Pursuant to the Employment Agreement, Mr.

Mazza will be entitled to receive, among other things:

(a) an annual base salary of $420,000;

(b) an annual bonus opportunity under the Company’s corporate bonus plan equal to 60% of his annual base salary at target;

and (c) for 2025, an award of restricted stock units covering a number of shares of Class A Common Stock of the Company having an aggregate value of approximately $1,800,000 on the date of grant, which will vest in accordance with the Company’s standard practices.

In addition, pursuant to the Employment Agreement, in the event the Company terminates Mr.

Mazza’s employment without “cause” or he resigns for “good reason,” (as each term is defined therein) subject to his execution and non-revocation of a general release of claims in favor of the Company and his compliance with certain non-disparagement, confidentiality and other restrictive covenants, he will be entitled to receive:

(i) nine months of base salary continuation;

(ii) payment of any earned but unpaid annual bonus in respect of the prior completed fiscal year;

(iii) a pro rata portion of any annual bonus for the fiscal year in which such termination occurs;

and (iv) payment of monthly premiums under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) until the earlier of (x) nine months following the termination date and (y) the date on which Mr.

Mazza first becomes eligible to obtain group health insurance through another employer or otherwise ceases to be eligible for continuation coverage under COBRA.

The foregoing summary of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement, which is filed as an Exhibit 10.25 to this Annual Report and incorporated herein by reference.

DISCLOSURES REGARDING FOREIGN JURISDICTION THAT PREVENT INSPECTIONS

1 unchanged sentence

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item will be included in our definitive Proxy Statement or an amendment to this Annual Report, which will be filed with the SEC not later than 120 days after the end of our fiscal year ended December 31, 2023, and is incorporated herein by reference.

Except as set forth below in this Item, the information required by this Item will be included in the Proxy Statement under the headings "Election of Directors," “Directors and Corporate Governance,” "Executive Officers," "Additional Information," and, as applicable, “Delinquent Section 16(a) Reports” and is incorporated by reference herein.

We have adopted a Code of Business Conduct and Ethics which applies to all of our employees, officers and directors.

A copy of our Code of Business Conduct and Ethics is posted on our website, https://ethics.appfolio.com.

We intend to satisfy the requirements under Item 5.05 of Form 8-K regarding disclosure of amendments to, or waivers from, provisions of our Code of Business Conduct and Ethics by posting such information on our investor relations website, http://ir.appfolioinc.com.

We have adopted an Insider Trading Policy governing the purchase, sale and/or other dispositions of our securities by directors, officers, employees and the Company.

EXECUTIVE COMPENSATION

The information required by this item will be included in the Proxy Statement under the headings "Executive Compensation," "Directors and Corporate Governance," and "Summary Compensation Table" and is incorporated by reference herein.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item will be included in the Proxy Statement under the headings "Security Ownership of Certain Beneficial Owners and Management" and "Equity Compensation Plan Information" and is incorporated by reference herein.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this item will be included in the Proxy Statement under the headings "Directors and Corporate Governance" and “Related Party Transactions” and is incorporated by reference herein.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item will be included in the Proxy Statement under the heading "Ratification of the Appointment of Our Independent Registered Public Accounting Firm."

EXHIBITS, FINANCIAL STATEMENTS SCHEDULES

18 unchanged sentences

4.3 Description of Capital Stock of the registrant.

10-K 001-37468 4.3 3/2/2020

10.1 Industrial Lease, by and between the registrant and 50 Castilian Drive, LLC, effective December 6, 2019 (50 Castilian Drive, Goleta, CA 93117) .

4 unchanged sentences

8-K 001-37468 10.3 12/11/2019

Incorporated by Reference

Exhibit Number Exhibit Description Form File No.

Exhibit Filing Date Filed Herewith

10.4 First Amendment to Industrial Lease, by and between the registrant and 50 Castilian Drive, LLC, effective February 10, 2022 (50 Castilian Drive, Goleta, CA 93117).

4 unchanged sentences

10-K 001-37468 10.6 2/28/2022

10.7 Umbrella Termination Agreement, by and between the registrant and Castilian 90, LLC, Castilian 70, LLC and Castilian 50, LLC, effective February 10, 2022.

10-K 001-37468 10.7 2/28/2022

10.8# Employment agreement between the Company and Jason Randall .

10.7 Sublease, by and between the registrant and Google LLC, effective July 10, 2023 (50 Castilian Drive, Goleta, CA 93117).

10-Q 001-37468 10.3 10/27/2023

10.9# 2007 Stock Incentive Plan, as amended, and related form agreements.

S-1/A 333-204262 10.3 6/4/2015

2015 Stock Incentive Plan and related form agreements.

S-1/A 333-204262 10.4 6/4/2015

10.11# 2015 Employee Stock Purchase Plan.

S-1/A 333-204262 10.5 6/4/2015

10.12# Long-Term Cash Incentive Plan.

10-K 001-37468 10.9 2/26/2018

10.13# Form of Long-Term Cash Incentive Award Offer.

10-K 001-37468 10.1 2/26/2018

Employment agreement between the Company and Fay Sien Goon .

10-Q 001-37468 10.1 11/8/2021

Form of Restricted Stock Unit Award Agreement (New Hire) under 2015 Stock Incentive Plan .

4 unchanged sentences

10-K 001-37468 10.18 2/28/2022

2 025 Omnibus Incentive Plan

001-37468 10.1 7/26/2024

Incorporated by Reference

Exhibit Number Exhibit Description Form File No.

Exhibit Filing Date Filed Herewith

Form of Restricted Stock Unit Award Agreement (New Hire) under 2025 Omnibus Incentive Plan.

Form of Restricted Stock Unit Award Agreement (Refresh) under 2025 Omnibus Incentive Plan Incentive Plan.

Form of Restricted Stock Unit Award Agreement (PSU) under 2025 Omnibus Incentive Plan.

20 25 E mployee Stock Purchase Plan

001-37468 10.2 7/26/2024

Transition and Separation Agreement, dated March 1, 2023, by and between Jason Randall and the regi strant

10-Q 001-37468 10.1 4/28/2023

Employment agreement, dated March 1, 2023, between the registrant and William Shane Trigg

10-Q 001-37468 10.2 4/28/2023

Employment agreement between the registrant and Fay Sien Goon .

10-Q 001-37468 10.1 11/8/2021

Separation Agreement, dated November 8, 2024, between the registrant and Fay Sien Goon .

001-37468 10.1 11/21/2024

Nonemployee Director Deferred Compensation Plan.

2 unchanged sentences

10-K 001-37468 10.20 2/28/2022

10.20# Transition and Separation Agreement, dated March 1, 2023, by and between Jason Randall and the Company

10-Q 001-37468 10.22 4/28/2023

10.22# Employment agreement, dated March 1, 2023, between the Company and William Shane Trigg

10-Q 001-37468 10.23 4/28/2023

10.23# Sublease, by and between the registrant and Google LLC, effective July 10, 2023 (50 Castilian Drive, Goleta, CA 93117).

10-Q 001-37468 10.24 10/27/2023

Form of Indemnification Agreement by and between the registrant and certain of its senior employees and directors.

10.24 Agreement and Plan of Merger, dated October 22, 2024, among the registrant, Lilac Merger Sub, Inc., Move EZ, Inc.

and WT Representative, LLC .

001-37468 2.1 10/22/2024 X

Employmen t Agreement, dated February 6, 2025, between the registrant and Matthew S.

19 I nsider Trading Policy of the registrant .

21.1 Subsidiaries of the registrant.

23.1 Consent of independent registered public accounting firm.

Incorporated by Reference

Exhibit Number Exhibit Description Form File No.

Exhibit Filing Date Filed Herewith

24.1 Power of Attorney (included on the signature page of this report).

24.1 Power of Attorney (included on the signature page of this Annual R eport).

31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.

3 unchanged sentences

Executive Compensation Recovery Policy .

97.1 2/1/2024

101.SCH XBRL Taxonomy Extension Schema Document.

Incorporated by Reference

Exhibit Number Exhibit Description Form File No.

Exhibit Filing Date Filed Herewith

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.

6 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the registrant for purposes of Section 18 of the Exchange Act and are not to be incorporated by reference into any of the registrant’s filings under the Securities Act or the Exchange Act, irrespective of any general incorporation language contained in any such filing.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned thereunto duly authorized.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

AppFolio, Inc.

4 unchanged sentences

February 6, 2025 By:

/s/ Fay Sien Goon

Fay Sien Goon

Chief Financial Officer

/s/ Tim Eaton

Interim Chief Financial Officer

(Principal Financial and Accounting Officer)

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Shane Trigg, Fay Sien Goon, and Matthew Mazza, his or her lawful attorneys-in-fact and agents, for such person in any and all capacities, to sign any and all amendments to this report and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or substitute or substitutes, may do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Shane Trigg, Tim Eaton, and Matthew Mazza, his or her lawful attorneys-in-fact and agents, for such person in any and all capacities, to sign any and all amendments to this report and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

1 unchanged sentence

(Principal Executive Officer) February 6, 2025

/s/ Fay Sien Goon Chief Financial Officer

(Principal Financial and Accounting Officer) February 1, 2024

Fay Sien Goon

/s/ Tim Eaton

Interim Chief Financial Officer

(Principal Financial and Accounting Officer)

February 6, 2025

/s/ Andreas von Blottnitz

15 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures