Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Director
On January 12, 2022, William Rauth notified the Board of Directors of AppFolio,
Inc. (the "Board") of his intention to resign from his position as a member of
the Board, effective January 13, 2022. In connection with his resignation from
the Board, Mr. Rauth also resigned from the Compensation Committee of the Board.
The decision by Mr. Rauth to resign was not the result of any disagreement with
respect to the operations, policies, or practices of AppFolio, Inc (the
"Company").
Election of New Director
On January 13, 2022, in accordance with the Amended and Restated Bylaws of the
Company, the Board elected Alex Wolf to serve on the Board as a Class II
director. Mr. Wolf will serve as a member of the Board until the Company's 2023
annual meeting of stockholders or until his successor is elected and qualified.
Mr. Wolf has been appointed to the Compensation Committee of the Board.
Mr. Wolf has been a partner of Investment Group of Santa Barbara ("IGSB") since
2015. He currently serves on the boards of directors of several privately held
technology companies. Prior to joining IGSB, he served in finance and investment
roles at The Carlyle Group and Blackstone. He earned a B.A. from Yale University
and an M.B.A. from the Stanford Graduate School of Business.
Agreements with New Director
There are no arrangements or understandings between Mr. Wolf and any other
persons pursuant to which he was elected to serve on the Board. There are no
relationships involving Mr. Wolf that are required to be reported pursuant to
Item 404(a) of Regulation S-K.
Mr. Wolf will enter into the Company's standard indemnification agreement in the
form previously filed with the Securities and Exchange Commission (the "SEC"),
which provides for indemnification and advancement of expenses to the fullest
extent permitted by the General Corporation Law of the State of Delaware.
Mr. Wolf has elected not to receive compensation for his services on the Board
notwithstanding the Company's Board approved non-employee director compensation
policy, as described in the Company's definitive proxy statement on Schedule 14A
filed with the SEC on March 29, 2021.
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