Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
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 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 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. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As of December 31, 2024, our management assessed the effectiveness of our internal control over financial reporting using the criteria set forth in the Internal Control – Integrated Framework (2013) as issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. Based on our evaluation under the COSO criteria, our management concluded that our internal control over financial reporting was effective at the reasonable assurance level as of December 31, 2024.
The effectiveness of our internal control over financial reporting has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their audit report which expresses an unqualified opinion on the effectiveness of our internal control over financial reporting at December 31, 2024.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13(a)-15(d) and 15d-15(d) under the Exchange Act that occurred during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
Item 5.02. 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. Mr. 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.
ITEM 9C. DISCLOSURES REGARDING FOREIGN JURISDICTION THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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.
ITEM 11. 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.
ITEM 12. 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.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
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.
ITEM 14. 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."
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES
The following documents are filed as part of this Annual Report:
1. Consolidated Financial Statements
Our consolidated financial statements are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8, of this Annual Report.
2. Financial Statement Schedules
All financial statement schedules have been omitted because they are not required or are not applicable, or the required information is shown in our Consolidated Financial Statements or the notes thereto.
3. Exhibits
The documents listed in the Exhibit Index of this Annual Report are filed or furnished with, or incorporated by reference into, this Annual Report, in each case as indicated therein.
EXHIBIT INDEX
Incorporated by Reference
Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Filed Herewith
3.1 Amended and Restated Certificate of Incorporation of the registrant as currently in effect .
10-Q 001-37468 3.1 8/6/2015
3.2 Amended and Restated Bylaws of the registrant as currently in effect.
10-Q 001-37468 3.1 8/3/2020
4.1 Specimen Certificate for Class A Common Stock.
S-1/A 333-204262 4.1 6/4/2015
4.2 Amended and Restated Investor Rights Agreement, by and among the registrant and the investors named therein, dated November 26, 2013.
S-1/A 333-204262 4.2 6/4/2015
4.3 Description of Capital Stock of the registrant.
X
10.1 Industrial Lease, by and between the registrant and 50 Castilian Drive, LLC, effective December 6, 2019 (50 Castilian Drive, Goleta, CA 93117) .
8-K 001-37468 10.1 12/11/2019
10.2 Industrial Lease, by and between the registrant and 50 Castilian Drive, LLC, effective December 6, 2019 (70 Castilian Drive, Goleta, CA 93117) .
8-K 001-37468 10.2 12/11/2019
10.3 Industrial Lease, by and between the registrant and 50 Castilian Drive, LLC, effective December 6, 2019 (90 Castilian Drive, Goleta, CA 93117) .
8-K 001-37468 10.3 12/11/2019
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).
10-K 001-37468 10.4 2/28/2022
10.5 First Amendment to Industrial Lease, by and between the registrant and 50 Castilian Drive, LLC, effective February 10, 2022 (70 Castilian Drive, Goleta, CA 93117).
10-K 001-37468 10.5 2/28/2022
10.6 First Amendment to Industrial Lease, by and between the registrant and 50 Castilian Drive, LLC, effective February 10, 2022 (90 Castilian Drive, Goleta, CA 93117).
10-K 001-37468 10.6 2/28/2022
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
10.8#
2015 Stock Incentive Plan and related form agreements.
S-1/A 333-204262 10.4 6/4/2015
10.9#
Form of Restricted Stock Unit Award Agreement (New Hire) under 2015 Stock Incentive Plan .
10-K 001-37468 10.16 2/28/2022
10.10#
Form of Restricted Stock Unit Award Agreement (Refresh) under 2015 Stock Incentive Plan .
10-K 001-37468 10.17 2/28/2022
10.11#
Form of Restricted Stock Unit Award Agreement (PSU) under 2015 Stock Incentive Plan .
10-K 001-37468 10.18 2/28/2022
10.12#
2 025 Omnibus Incentive Plan
10-Q
001-37468 10.1 7/26/2024
Incorporated by Reference
Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Filed Herewith
10.13#
Form of Restricted Stock Unit Award Agreement (New Hire) under 2025 Omnibus Incentive Plan.
X
10.14#
Form of Restricted Stock Unit Award Agreement (Refresh) under 2025 Omnibus Incentive Plan Incentive Plan.
X
10.15#
Form of Restricted Stock Unit Award Agreement (PSU) under 2025 Omnibus Incentive Plan.
X
10.16#
20 25 E mployee Stock Purchase Plan
10-Q
001-37468 10.2 7/26/2024
10.17#
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
10.18#
Employment agreement, dated March 1, 2023, between the registrant and William Shane Trigg
10-Q 001-37468 10.2 4/28/2023
10.19#
Employment agreement between the registrant and Fay Sien Goon .
10-Q 001-37468 10.1 11/8/2021
10.20#
Separation Agreement, dated November 8, 2024, between the registrant and Fay Sien Goon .
8-K
001-37468 10.1 11/21/2024
10.21#
Nonemployee Director Deferred Compensation Plan.
10-K 001-37468 10.19 2/28/2022
10.22#
Related form of Deferral Election under Nonemployee Director Deferred Compensation Plan.
10-K 001-37468 10.20 2/28/2022
10.23#
Form of Indemnification Agreement by and between the registrant and certain of its senior employees and directors.
X
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 .
8-K
001-37468 2.1 10/22/2024 X
10.25#
Employmen t Agreement, dated February 6, 2025, between the registrant and Matthew S. Mazza.
X
19 I nsider Trading Policy of the registrant .
X
21.1 Subsidiaries of the registrant.
X
23.1 Consent of independent registered public accounting firm.
X
24.1 Power of Attorney (included on the signature page of this Annual R eport).
X
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.
X
31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
X
32.1* Certifications of Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
97.1#
Executive Compensation Recovery Policy .
10-K
001-37468
97.1 2/1/2024
101.SCH XBRL Taxonomy Extension Schema Document. X
Incorporated by Reference
Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Filed Herewith
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document. X
101.DEF XBRL Taxonomy Extension Definition Linkbase Document. X
101.LAB XBRL Taxonomy Extension Label Linkbase Document. X
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document. X
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) X
# Indicates a management contract or compensatory plan or arrangement
* The certifications attached as Exhibit 32.1 accompany this Annual Report pursuant to 18 U.S.C. 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.
SIGNATURES
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.
Date: February 6, 2025 By: /s/ Shane Trigg
Shane Trigg
Chief Executive Officer
(Principal Executive Officer)
Date: February 6, 2025 By: /s/ Tim Eaton
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, 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.
SIGNATURE
TITLE DATE
/s/ Shane Trigg President, Chief Executive Officer and Director
(Principal Executive Officer) February 6, 2025
Shane Trigg
/s/ Tim Eaton
Interim Chief Financial Officer
(Principal Financial and Accounting Officer)
February 6, 2025
Tim Eaton
/s/ Andreas von Blottnitz
Chairman of the Board February 6, 2025
Andreas von Blottnitz
/s/ Timothy Bliss
Director February 6, 2025
Timothy Bliss
/s/ Agnes Bundy Scanlan Director February 6, 2025
Agnes Bundy Scanlan
/s/ Janet Kerr Director February 6, 2025
Janet Kerr
/s/ Olivia Nottebohm
Director February 6, 2025
Olivia Nottebohm
/s/ Winifred Webb Director February 6, 2025
Winifred Webb
/s/ Alexander Wolf Director February 6, 2025
Alexander Wolf