DEF 14A of Appfolio Inc, Apr 29, 2024

DEF 14A of Appfolio Inc

Filed Apr 29, 2024 · FY20230001433195-24-000058

Open on EDGAR

  1. Director Nominees and Continuing Directors

    Director Nominees and Continuing Directors The following table sets forth certain summary information concerning our director nominees and continuing directors as of April 29, 2024:

  2. Director Nominees and Continuing Directors

    | Name | Class | Age | Position | Director Since | Current Term Expires | | Nominees: | | | | | | | Timothy Bliss(4) | III | 71 | Director | 2008 | 2024 | | Shane Trigg | III | 49 | President, Chief Executive Officer and Director | 2023 | 2024 | | Winifred Webb(1)(4) | III | 66 | Chairperson of the Audit Committee | 2019 | 2024 | | Continuing Directors: | | | | | | | Andreas von Blottnitz(1)(3) | I | 58 | Chairperson of the Board of Directors and Chairperson of the Compensation Committee | 2007 | 2025 | | Agnes Bundy Scanlan(1)(2) | I | 66 | Chairperson of the Risk and Compliance Oversight Committee | 2020 | 2025 | | Janet Kerr(2)(3)(4) | I | 69 | Chairperson of the Nominating and Corporate Governance Committee | 2015 | 2025 | | Olivia Nottebohm(2) | II | 46 | Director | 2023 | 2026 | | Alex Wolf(3) | II | 35 | Director | 2022 | 2026 |

  3. Director Nominees and Continuing Directors

    (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 the specific experiences, qualifications, attributes or skills that each director nominee or continuing director possesses that caused our Board to determine 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 and position us for success, including in understanding opportunities, anticipating challenges and assessing risks. The Board demographic tables and matrix below provide certain highlights of the composition of our Board members and nominees.

  4. Board Demographics

    Board Demographics

  5. Board Demographics

    | | 7 | 2024 Proxy Statement |

  6. Board Demographics

    | Board Diversity Matrix (as of April 29, 2024) | | | | | | Total Number of Directors | 8 | | | | | Gender Identity | Female | Male | Non-Binary | Gender Undisclosed | | Directors | 4 | 4 | — | — | | Demographic Background | | | | | | African American or Black | 1 | — | — | — | | Hispanic or Latinx | 1 | — | — | — | | White | 2 | 4 | — | — | | Two or More Races or Ethnicities | 1 | — | — | — |

  7. Board Demographics

    Director Nominees: Nominees for Election at the Annual Meeting for an Additional Three-Year Term Expiring at the 2027 Annual Meeting of Stockholders (Class III Directors) (Current Term Expires at the Annual Meeting)

  8. Board Demographics

    | | | Timothy Bliss has served as a member of our Board since 2008 and as a member of the Nominating and Corporate Governance Committee since 2015. He is a partner of Partners Fund Capital, a position he has held since 2022, and a partner of Investment Group of Santa Barbara, 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’ 16 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: 71 Director Since: 2008 Class: III | |

  9. Board Demographics

    | | | 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: 49 Director Since: 2023 Class: III | |

  10. Board Demographics

    | | 8 | 2024 Proxy Statement |

  11. Board Demographics

    | | | Winifred Webb has served as a member of our Board since 2019. Ms. Webb is the founder of Kestrel Corporate Advisors. Prior to that, Ms. Webb was Managing Director at Tennenbaum Capital Partners and, before that, a member of the senior executive team at Ticketmaster Entertainment, Inc. Prior to joining Ticketmaster, Ms. Webb served for 20 years with The Walt Disney Company in various senior positions, including as corporate 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. (with honors) from Smith College. In addition, she earned the CERT Certificate in Cybersecurity Oversight from 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: 66 Director Since: 2019 Class: III | |

  12. Continuing Directors: Continuing in Office with a Term Expiring at the 2025 Annual Meeting of Stockholders (Class I Directors)

    Continuing Directors: Continuing in Office with a Term Expiring at the 2025 Annual Meeting of Stockholders (Class I Directors)

  13. Continuing Directors: Continuing in Office with a Term Expiring at the 2025 Annual Meeting of Stockholders (Class I Directors)

    | | | Andreas von Blottnitz has served as a member of our Board since 2007. Mr. von Blottnitz is a former venture partner of BV Capital Management, LLC, 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: 58 Director Since: 2007 Class: I | |

  14. Continuing Directors: Continuing in Office with a Term Expiring at the 2025 Annual Meeting of Stockholders (Class I Directors)

    | | 9 | 2024 Proxy Statement |

  15. Continuing Directors: Continuing in Office with a Term Expiring at the 2025 Annual Meeting of Stockholders (Class I Directors)

    | | | 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. Prior to that, she was senior advisor for Treliant, where she counseled financial services firms on various challenges, including strategy, governance, regulatory, compliance, and risk management matters. 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, Chief Privacy Officer, Regulatory Relations Executive, and Director of Corporate Community Development for, and as legal counsel to, a number of banks and financial services firms, and as legal counsel to the United States Senate Budget Committee. She currently serves on the Board of Directors of Truist Financial Corporation (NYSE: TFC), R1 RCM Inc. (NASDAQ: RCM), 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 from MIT; and the Certificate in Cybersecurity Oversight from Harvard University and 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: 66 Director Since: 2020 Class: I | |

  16. Continuing Directors: Continuing in Office with a Term Expiring at the 2025 Annual Meeting of Stockholders (Class I Directors)

    | | | 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, and the Certificate in 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: 69 Director Since: 2015 Class: I | |

  17. Continuing Directors: Continuing in Office with a Term Expiring at the 2025 Annual Meeting of Stockholders (Class I Directors)

    | | 10 | 2024 Proxy Statement |

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

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

  19. 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 the AppFolio Board of Directors since 2023. Olivia 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. She is currently Chief Operating Officer at Box, where she leads the global go-to-market organization. Prior to this, Olivia served as the Chief Revenue Officer and an advisor to the CEO of Notion Labs, Inc., the maker of a cloud-based productivity platform. Her experience also includes roles as Chief Operating Officer of Dropbox, Inc., Vice President of SMB Sales and GTM Operations, Google Cloud and Senior Director, Americas GTM Operations, Google Ads. Earlier in her career, Olivia worked as a management consultant at McKinsey & Company, where she was a partner. 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: 46 Director Since: 2023 Class: II | |

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

    | | | Alex Wolf has served as a member of our Board since January 2022. Mr. Wolf is currently a partner of Partners Fund Capital ("PFC"), 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 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: 35 Director Since: 2022 Class: II | |

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

    | | 11 | 2024 Proxy Statement |

  22. Election of Director Nominees

    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 director nominees for Class III director who receive the most FOR votes will be elected as directors. Broker non-votes and abstentions will not be treated as votes cast for this purpose and, therefore, will not affect 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 or unwilling to 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.

  23. Election of Director Nominees

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

  24. Election of Director Nominees

    | | 12 | 2024 Proxy Statement |

  25. Election of Director Nominees

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

  26. Election of Director Nominees

    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, 2024. 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.

  27. Non-Employee Director Compensation Limits

    Non-Employee Director Compensation Limits Under the 2025 Plan, in a single calendar year, a non-employee director may not be granted Awards for such individual’s service on the Board having a value in excess of $750,000 (except that, for any year in which a non-employee director first commences services on the Board, serves on a special committee of the Board or serves as lead director or non-executive chair of the Board, this limit will be increased to $1,000,000).

  28. Director Compensation Policy

    Director Compensation Policy Under our Director Compensation Policy, we pay our non-employee directors who beneficially own less than 5% of the outstanding shares of our Class A Common Stock or Class B Common Stock a cash retainer for service on our Board and for service on each committee of which the director is a member. The Chairperson of our Board and the Chairperson of each committee receives a higher retainer for such service. Eligible directors may elect not to receive any compensation for their service. During 2023, and as of the date of this Proxy Statement, the fees we pay to our eligible non-employee directors who have not elected to forego such fees for service on our Board and for service on each committee are as follows (Chairperson annual retainers are in lieu of, and not in addition to, director annual retainers):

  29. Director Compensation Policy

    | | Director Annual Retainer ($) | Chairperson Annual Retainer ($) | | Board of Directors | 40,000 | 50,000 | | Audit Committee | 10,000 | 50,000 | | Compensation Committee | 10,000 | 50,000 | | Nominating and Corporate Governance Committee | 10,000 | 50,000 | | Risk and Compliance Oversight Committee | 10,000 | 50,000 |

  30. Director Compensation Policy

    In addition, our eligible non-employee directors who do not elect to forego compensation for their service on our Board receive the following: ▪Initial equity award. A one-time restricted stock award of our Class A Common Stock with a fair market value of $250,000 under the 2015 Plan, with the number of shares granted based on the average closing price per share of our Class A Common stock for the twenty trading days preceding the grant date. ▪Annual equity award. An annual restricted stock award of our Class A Common Stock with a fair market value of $150,000 under the 2015 Plan, with the number of shares granted based on the average closing price per share of our Class A Common stock for the twenty trading days preceding the grant date. Each director equity grant vests in full on the one-year anniversary of the grant date, subject to the director’s continuous service. All unvested equity granted to eligible directors pursuant to our Director Compensation Policy immediately vests in full upon a change-in-control transaction. In the event a non-employee director elects to defer their equity award pursuant to our Nonemployee Director Deferred Compensation Plan, such director receives a restricted stock unit award in lieu of a restricted stock award. Beginning in June of 2024, all eligible non-employee directors who do not elect to forego compensation for their service on our Board will receive restricted stock unit awards as their initial or annual equity award. We have agreed to reimburse all of our eligible directors for reasonable travel and out-of-pocket expenses incurred in connection with attending our Board and committee meetings as well as continuing director education. Our employee directors receive no additional compensation for their service as a director and may not serve on any of our Board committees. During 2023, Mr. Trigg and Jason Randall, our former Chief Executive Officer, were our only employee directors. As of the date of this Proxy Statement, Mr. Trigg is our only employee director.

  31. Director Compensation Policy

    | | 36 | 2024 Proxy Statement |

  32. Director Compensation Table

    Director Compensation Table The following table provides information regarding the total compensation that was granted or paid during 2023 to each of our eligible directors who elected to receive compensation in accordance with our Director Compensation Policy:

  33. Director Compensation Table

    | Name(1) | Fees Earned or Paid in Cash(2) ($) | Stock Awards(3) ($) | Total ($) | | Andreas von Blottnitz | 115,687 | 149,874 | 265,561 | | Janet Kerr | 110,000 | 149,874 | 259,874 | | Olivia Nottebohm(4) | 37,684 | 399,846 | 437,530 | | Agnes Bundy Scanlan(5) | 100,000 | 149,874 | 249,874 | | Winifred Webb | 105,687 | 149,874 | 255,561 |

  34. Director Compensation Table

    (1)Messrs. Bliss and Trigg were not eligible to receive compensation pursuant to our Director Compensation Policy, and therefore did not receive any compensation in respect of their service on the Board during 2023. Mr. Wolf elected not to receive compensation for his services on the Board in 2023. Klaus Schauser, our former director who resigned from our Board effective March 1, 2023, was not eligible to receive compensation pursuant to our Director Compensation Policy. (2)Amounts in this column reflect the total cash retainer earned by each director for Board and committee service during 2023. (3)Amounts shown in this column do not necessarily reflect the actual value realized or to be realized by the directors or the amount of stock-based compensation expense reported within our consolidated financial statements. Instead, these amounts reflect the total grant date fair market value of each stock award computed in accordance with the provisions of Financial Accounting Standards Board’s Accounting Standard Codification 718 ("FASB ASC Topic 718"). Assumptions used in the calculation of these amounts are included in Note 2 of the notes to our consolidated financial statements included in our 2023 Annual Report. As required by SEC rules and regulations, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. As of December 31, 2023, Mr. von Blottnitz and Mses. Kerr and Webb each held 921 shares of restricted stock, Ms. Bundy Scanlan held 921 restricted stock units, and Ms. Nottebohm held 2,898 shares of restricted stock. Each of these stock awards vests in full on the one-year anniversary of the grant date and is subject to repurchase or forfeiture until then. (4)Ms. Nottebohm was appointed to our Board on March 1, 2023 and received a prorated retainer payment in connection with such appointment. (5)Ms. Bundy Scanlan deferred her 2023 annual equity award pursuant to our Nonemployee Director Deferred Compensation Plan and received a restricted stock unit award in lieu of a restricted stock award in accordance with our Director Compensation Policy.

  35. Director Compensation Table

    | | 37 | 2024 Proxy Statement |

  36. Director Compensation Table

    | | Report of the Audit Committee |

  37. Director Compensation Table

    The Audit Committee is a committee of the Board composed solely of independent directors as required by the NASDAQ listing standards and the rules and regulations of the SEC. The Audit Committee operates under a written charter approved by the Board, which is available on our website at http://ir.appfolioinc.com. The composition of the Audit Committee, the experiences, qualifications, attributes or skills of its members, and the responsibilities of the Audit Committee, as reflected in its charter, are intended to be in accordance with applicable requirements for corporate Audit Committees. The Audit Committee reviews and assesses the adequacy of its charter and the Audit Committee’s performance on an annual basis. With respect to our financial reporting process, our management is responsible for (i) establishing and maintaining internal controls and (ii) preparing our consolidated financial statements. Our independent registered public accounting firm, PwC, is responsible for auditing these financial statements. It is the responsibility of the Audit Committee to oversee these activities. It is not the responsibility of the Audit Committee to prepare our financial statements; this is the fundamental responsibility of management. In the performance of its oversight function, the Audit Committee has: ▪Reviewed and discussed the audited financial statements with management and PwC; ▪Discussed with PwC the matters required to be discussed by the PCAOB Auditing Standard No. 1301, "Communication with Audit Committees;" and ▪Received the written disclosures and the letter from PwC required by applicable requirements of the PCAOB, including Rule 3526 "Communication with Audit Committees Concerning Independence," regarding the independent accountant's communications with the Audit Committee concerning independence, and has discussed with PwC its independence. The Audit Committee discussed the auditors' review of our quarterly financial information with the auditors prior to the release of such information and the filing of our quarterly reports with the SEC. The Audit Committee also met and held discussions with management and PwC with respect to our audited year-end financial statements. Based on the Audit Committee’s review and discussions with management and PwC, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in the 2023 Annual Report. In accordance with SEC rules and regulations, this report of the Audit Committee will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act or under the Exchange Act, except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act. Respectfully submitted by the members of the Audit Committee of the Board:

  38. Corporate Bonus Plan

    Corporate Bonus Plan We provide annual performance-based cash bonuses for our NEOs based on Company achievement of pre-established targets under our Corporate Bonus Plan. The Compensation Committee believes that the annual performance metrics used in the Corporate Bonus Plan, which are discussed below, align the interests of our NEOs with those of our stockholders by tying bonus payout to Company performance against key metrics. In designing the Corporate Bonus Plan for recommendation to the Board, the Compensation Committee considers the following: ▪Company performance objectives based on Board-approved annual targets derived from and aligned with our long-term strategic objectives, which relate to long-term growth; and ▪Use of threshold, target, and maximum bonus payout levels to strike an appropriate balance between compensation incentives and risk tolerance and taking. With respect to fiscal year 2023, the Compensation Committee or Board, as appropriate, established target cash bonus amounts under the Corporate Bonus Plan for each NEO, as set forth in the table below. Such targets were determined by a number of items, including the executive’s responsibilities, base salary, our projected financial performance, and a review of compensation data in our industry.

  39. Corporate Bonus Plan

    | Name | 2023 Corporate Bonus Plan Target Cash Bonus Amount ($) | | Shane Trigg | 525,000 | | Fay Sien Goon | 450,000 | | Matt Mazza | 231,000 | | Jason Randall(1) | 500,000 |

  40. Corporate Bonus Plan

    (1)Mr. Randall received a prorated portion of his annual bonus for 2023 in the amount of $125,000 pursuant to the terms of the Transition and Separation Agreement he entered into with the Company.

  41. 2023 Performance Metrics and Payout Curves

    2023 Performance Metrics and Payout Curves Cash bonuses are earned under the Corporate Bonus Plan based entirely on the Company's actual performance relative to preset performance metrics. In 2023, performance metrics for all NEOs were: ▪Residential property manager units added to our platform in 2023 via a new contract or contract addendum ("Booked Residential Units"); ▪2023 annual GAAP consolidated revenue ("Revenue"); and ▪Non-GAAP operating margin, defined as GAAP operating margin less stock-compensation expense, amortization of purchased intangibles, and one-time or non-recurring transactions ("Non-GAAP Operating Margin"). In 2023, one-third of the Corporate Bonus Plan target cash bonus amount was tied to achievement of the Booked Residential Units performance metric; one-third of the Corporate Bonus Plan target cash bonus amount was tied to achievement of the Revenue performance metric; and one-third of the Corporate Bonus Plan target cash bonus amount was tied to achievement of the Non-GAAP Operating Margin performance metric. The threshold and maximum levels for each 2023 Corporate Bonus Plan performance metric were as follows: (i) for Booked Residential Units, a threshold of 85% of target and a maximum of 115% of target; (ii) for Revenue, a threshold of 95% of target and a maximum of 105% of target; (iii) for Non-GAAP Operating Margin, a threshold of 87% of target and a maximum of 113% of target;. Further, no payment was earned under the Booked Residential Units and Revenue performance metrics if the Non-GAAP Operating Margin threshold level was not achieved, and the payouts under the Booked Residential Units and Revenue performance metrics were capped at the Non-GAAP Operating Margin payout percentage until the Non-GAAP Operating Margin exceeded 100% of target. Once the Non-GAAP Operating Margin exceeded 100% of target, all performance metrics paid on actual results pursuant to the payout curves outlined above.

  42. 2023 Performance Metrics and Payout Curves

    | | 42 | 2024 Proxy Statement |

  43. 2023 Corporate Bonus Plan Payouts

    2023 Corporate Bonus Plan Payouts Consistent with the application of the performance metrics and payout curves described above, and after review of applicable financial results, our Compensation Committee, verified the following: ▪Booked Residential Units achievement of 87% of target; ▪Revenue achievement of 103% of target; and ▪Non-GAAP Operating Margin achievement of 197% of target. This resulted in a blended payout of 108% of the target 2023 Corporate Bonus Plan payout amount for each of our NEOs. The actual payments made to each NEO pursuant to the 2023 Corporate Bonus Plan, all of which were approved by the Board or Compensation Committee, as appropriate, are as follows:

  44. 2023 Corporate Bonus Plan Payouts

    | Name | Objective | 2023 Corporate Bonus Plan Actual Payout Amount ($) | | Shane Trigg | Performance Target | 552,161 | | Fay Sien Goon | Performance Target | 486,000 | | Matt Mazza | Performance Target | 248,362 | | Jason Randall(1) | Performance Target | 125,000 |

  45. 2023 Corporate Bonus Plan Payouts

    (1)Mr. Randall received a prorated portion of the 2023 Corporate Bonus Plan in the amount of $125,000 pursuant to the terms of the Transition and Separation Agreement he entered into with the Company. In addition to his 2023 Corporate Bonus, Mr. Trigg was also paid a one-time sign-on bonus equal to $300,000 in connection with his appointment as the Company's President and Chief Executive Officer, effective as of March 1, 2023. Such sign-on bonus was subject to clawback in the event that Mr. Trigg’s employment was terminated by the Company for cause or by Mr. Trigg for any reason (other than due to death, disability or a resignation for good reason) prior to March 1, 2024.

  46. Long-Term Executive Cash Award – Jason Randall

    Long-Term Executive Cash Award – Jason Randall In 2018, our Board, upon the recommendation of the Compensation Committee, adopted a Long-Term Executive Cash Incentive Plan and granted a performance award thereunder to Mr. Randall (the "2018 Long-Term Award"). The 2018 Long-Term Award was granted in lieu of any equity incentive awards through 2025 and provided for cash payments to Mr. Randall upon the achievement by the Company of long-term performance targets. The 2018 Long-Term Award was granted with the intent to provide Mr. Randall with significant additional motivation to contribute to the Company's achievement of its long-term strategic objectives, which the Board believed would result in increased "economic value" on a per share basis ("EVPS"). Payouts under the 2018 Long-Term Award were based on surpassing certain threshold increases in EVPS measured as of December 31, 2023, 2024 and 2025. As also set forth in the section titled "Compensation Discussion and Analysis - Employment Agreements and Similar Arrangements," Mr. Randall received a prorated portion of the 2018 Long-Term Award in the amount of $14,300,800 pursuant to the terms of the Transition and Separation Agreement he entered into with the Company. No further payment is due to Mr. Randall under the 2018 Long-Term Award.

  47. Long-Term Equity Incentive Plan

    Long-Term Equity Incentive Plan Our 2015 Plan provides for the issuance of time and performance share units to our executives, which may be settled for shares of our Class A Common Stock or cash. We believe that the issuance of restricted stock units aligns the interests of our executives with those of our stockholders by incentivizing our executives to build Company value that can be sustained over time. Restricted stock units have value to recipients even in the absence of stock price appreciation, which helps us retain and incentivize employees during periods of market volatility, and also results in our granting fewer shares of common stock than through stock options with an equivalent grant date fair value.

  48. Long-Term Equity Incentive Plan

    | | 43 | 2024 Proxy Statement |

  49. Time-Based Restricted Stock Unit Grants

    Time-Based Restricted Stock Unit Grants Our Compensation Committee approved the following time-based restricted stock unit grants with respect to the 2023 fiscal year for: ▪Mr. Trigg, (i) as part of his annual equity compensation, valued at $2,800,021 in the aggregate, which resulted in a grant covering 25,027 shares of our Class A Common Stock, and (ii), as a one-time grant in connection with his appointment as the Company's President and Chief Executive Officer, valued at $1,500,084 in the aggregate, which resulted in a grant covering 11,864 shares of our Class A Common Stock; ▪Ms. Goon, as part of her annual equity compensation, valued at $1,200,025 in the aggregate, which resulted in a grant covering 10,726 shares of our Class A Common Stock; and ▪Mr. Mazza, as part of his annual equity compensation, valued at $600,012 in the aggregate, which resulted in a grant covering 5,363 shares of our Class A Common Stock. The foregoing time-based restricted stock unit grants vest quarterly over four years in equal installments, subject to continued employment with us through the applicable vesting date.

  50. Performance Share Unit Grants

    Performance Share Unit Grants

  51. PSU Awards

    PSU Awards Our Compensation Committee approved the following performance share unit grants ("PSU Awards") with respect to the 2023 fiscal year for: ▪Mr. Trigg, as part of his annual equity compensation, valued at $4,200,020 on the date of grant (assuming 100% performance metric achievement); ▪Ms. Goon, as part of her annual equity compensation, valued at $1,800,057 on the date of grant (assuming 100% performance metric achievement); and ▪Mr. Mazza, as part of his annual equity compensation, valued at $900,085 on the date of grant (assuming 100% performance metric achievement). The foregoing PSU Awards are collectively referred to as the "2023 PSU Awards". The 2023 PSU Awards performance-vest based on the achievement of pre-established Booked Residential Units, Revenue, and Non-GAAP Operating Margin performance metrics (each as defined above) measured over a one-year performance period ending on December 31, 2023. One-third of the performance-vested 2023 PSU Awards fully vested on achievement of the performance metrics on February 10, 2024, with the remainder fully vesting quarterly over the following two years in equal installments, subject to the NEO’s continued employment through the applicable vesting dates. One-third of the 2023 PSU Awards target share amount was tied to achievement of the Booked Residential Units performance metric, one-third of the 2023 PSU Awards target share amount was tied to achievement of the Revenue performance metric, and one-third of the 2023 PSU Awards target share amount was tied to achievement of the Non-GAAP Operating Margin performance metric. The actual number of shares of our Class A Common Stock to be issued in settlement of any given 2023 PSU Award ranges from 0% to 142% of the target 2023 PSU Award Class A Common Stock amount, as determined by a payout curve. The threshold and maximum levels for each of the 2023 PSU Award performance metrics are as follows: (i) for Booked Residential Units, a threshold of 85% of target and a maximum of 115% of target; and (ii) for Revenue, a threshold of 95% of target and a maximum of 105% of target; (iii) for Non-GAAP Operating Margin, a threshold of 87% of target and a maximum of 113% of target. Further, no payment was earned under the Booked Residential Units and Revenue performance metrics if the Non-GAAP Operating Margin threshold level was not achieved, and the payouts under the Booked Residential Units and Revenue performance metrics were capped at the Non-GAAP Operating Margin payout percentage until the Non-GAAP Operating Margin exceeded 100% of target. Once the Non-GAAP Operating Margin exceeded 100% of target, all performance metrics paid on actual results pursuant to the payout curves outlined above.

  52. 2023 PSU Award Payouts

    2023 PSU Award Payouts Consistent with the application of the performance metrics and payout curves described above, and after review of applicable financial results, our Compensation Committee, verified the following: ▪Booked Residential Units achievement of 87% of target; ▪Revenue achievement of 103% of target; and ▪Non-GAAP Operating Margin achievement of 197% of target. This resulted in a blended performance vesting of 108% of the target 2023 PSU Award Class A Common Stock amounts for each of our NEOs.

  53. 2023 PSU Award Payouts

    | | 44 | 2024 Proxy Statement |

  54. 2023 PSU Award Payouts

    One-third of the performance-vested 2023 PSU Awards fully vested on achievement of the performance metrics on February 10, 2024, with the remainder fully vesting quarterly over the following two years in equal installments, subject to the NEO’s continued employment through the applicable vesting dates. The actual number of shares of our Class A Common Stock issued, or to be issued, in settlement of the 2023 PSU Awards, are as follows, subject to the satisfaction of the foregoing vesting conditions:

  55. 2023 PSU Award Payouts

    | Name | Objective | Class A Common Shares Subject to 2023 PSU Award | | Shane Trigg | Performance Target | 40,392 | | Fay Sien Goon | Performance Target | 17,312 | | Matt Mazza | Performance Target | 8,657 |

  56. 2021 PSU Award Payouts

    2021 PSU Award Payouts Our NEOs were each granted a PSU Award in 2021 (the "2021 PSU Awards") that vested based on the achievement of a pre-established consolidated net revenue growth target measured over a three year period ending on December 31, 2023, subject to continued employment through the end of the performance period. The number of shares to be issued in settlement of each 2021 PSU Award ranged from 0% to 100% of the shares subject to the award. In addition, the terms of each 2021 PSU Award provide that achievement between 100% and 150% of the target performance metric will result in the payment of an amount in cash between 0% and 65% of the target value determined pursuant to a pre-established payout curve. After a review of the applicable financial results, with respect to the 2021 PSU Awards, our Compensation Committee verified the achievement of 113% of the consolidated net revenue growth target, which resulted in NEOs receiving the following (pursuant to the 2021 PSU Awards, 100% of the shares subject to the individual awards were issued along with a performance-based cash payment equal to 13% of the target value of those same awards):

  57. 2021 PSU Award Payouts

    | Name | Objective | Class A Common Shares Granted Under 2021 PSU Award | Cash Payment for Over Performance Awarded Under 2021 PSU Award ($) | | Shane Trigg | Performance Target | 2,588 | 104,014 | | Fay Sien Goon | Performance Target | 18,217 | 624,023 | | Matt Mazza | Performance Target | 1,747 | 70,213 |

  58. Employment Agreements and Similar Arrangements

    Employment Agreements and Similar Arrangements We have entered into employment agreements with Mr. Trigg and Ms. Goon. We have not entered into an employment agreement with Mr. Mazza. We entered into an employment agreement with Mr. Randall in 2022, and later entered into a transition and separation agreement with Mr. Randall on March 1, 2023. Please see the sections below titled “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table“ and “Potential Payments Upon Termination or a Change in Control” for further details regarding such agreements.

  59. Compensation Risk Considerations

    | The Compensation Committee and our Board are composed of significant stockholders and stockholder representatives who have significant influence on our compensation practices, which results in an alignment of our compensation practices with the interests of our stockholders. | | Our compensation programs are designed to enhance stockholder value through performance metrics intended to help ensure achievement of our short and long term strategic objectives. | | We focus on limiting equity dilution through judicious use of equity compensation. While we continue to grant equity to certain senior management, we focus on limiting dilution by balancing equity compensation with other incentives provided to our NEOs under our corporate bonus plan and employee benefit plans. | | Our executive compensation programs consist of both guaranteed pay and at-risk pay, and the Compensation Committee reviews this mix regularly. | | We regularly review data regarding the executive compensation programs of other companies in our industry of a similar size and stage, as well as larger companies headquartered in California, to ensure alignment with our executive compensation programs and market competitiveness. While we have not engaged a compensation consultant, we did review and consider data from both targeted and broader-based compensation surveys in order to gain a broader perspective on overall market trends. However, we have not formally set a peer group, and thus did not formally benchmark executive compensation against a peer group for purposes of setting any specific element of compensation or total compensation. | | Subject to limited exceptions, and specifically with respect to our directors and NEOs (as may be disclosed below in the Section titled "Security Ownership of Certain Beneficial Owners and Management"), our insider trading policy prohibits our NEOs, directors, and employees from hedging their economic interest in our securities, and from pledging our securities. | | Our change in control arrangements are designed to attract and retain executives without providing excessive benefits. |

  60. Tax and Accounting Considerations

    Tax and Accounting Considerations Among the factors it considers when making executive compensation recommendations, the Compensation Committee reviews anticipated tax and accounting impacts to the Company (and, potentially, to our executives) of various payments, equity awards and other benefits. In that regard, the Compensation Committee considers the impact of the provisions of Section 162(m) of the Internal Revenue Code (the "Code"). That section generally limits the deductibility of compensation paid by a publicly-held company to "covered employees" for a taxable year to $1.0 million. "Covered employees" generally include our CEO, CFO and other highly compensated executive officers. Thus, our tax deduction with regard to compensation of these officers is limited to $1.0 million per taxable year with respect to each such officer and qualified for the aforementioned exception to non-deductibility under Section 162(m) of the Code. With respect to cash incentive and equity awards that may not qualify for such exception and those that we may grant in the future, we do not anticipate that the $1.0 million deduction limitation set forth in Section 162(m) of the Code will have a material impact on our results of operations. The Compensation Committee also considers the impact of Section 409A of the Code and, in general, our executive plans and programs are designed to comply with the requirements of that section so as to avoid possible adverse tax consequences that may result from noncompliance. Developments and changes in accounting standards and tax law may impact our compensation decisions. As accounting standards and applicable tax laws develop, we may revise certain features of our executive compensation program to appropriately align our executive compensation program with our overall executive compensation philosophy and objectives. However, we believe that these are only some of the many relevant considerations of setting executive compensation, and should not be permitted to compromise our ability to design and maintain compensation programs that are consistent with our compensation philosophy and objectives. Accordingly, we retain the discretion to pay compensation that is not tax deductible and/or could have adverse accounting consequences.

  61. Summary Compensation Table

    Summary Compensation Table The following table sets forth summary compensation information for our named executive officers for the years ended December 31, 2023, 2022 and 2021:

  62. Summary Compensation Table

    | Name and Title | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards (2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | Shane Trigg President and Chief Executive Officer | 2023 | 511,223 | — | 8,500,125 | 8,067,600 | 656,175 | 11,754 | 17,746,877 | | | 2022 | 440,000 | — | — | — | 488,400 | 12,931 | 941,331 | | | 2021 | 420,000 | 250,000 | 2,700,110 | — | 997,500 | 175,013 | 4,542,623 | | Fay Sien Goon Chief Financial Officer | 2023 | 450,000 | — | 3,000,082 | — | 1,110,023 | 21,062 | 4,581,167 | | | 2022 | 450,000 | 500,000 | — | — | 2,719,500 | 15,991 | 3,685,491 | | | 2021 | 93,967 | — | 12,000,403 | — | 120,205 | 11,010 | 12,225,585 | | Matt Mazza Chief Legal Officer and Corporate Secretary | 2023 | 383,269 | — | 1,500,097 | — | 318,575 | 19,875 | 2,221,816 | | | 2022 | 375,000 | — | — | — | 249,750 | 10,393 | 635,143 | | | 2021 | 375,000 | — | 6,450,400 | — | 433,565 | 11,459 | 7,270,424 | | Jason Randall(5) Former President and Chief Executive Officer | 2023 | 134,615 | — | — | — | — | 14,956,628 | 15,091,243 | | | 2022 | 477,923 | — | — | — | 531,584 | 15,810 | 1,025,317 | | | 2021 | 360,000 | — | — | — | 1,098,000 | 3,382 | 1,461,382 |

  63. Summary Compensation Table

    Amounts shown above in the columns titled "Stock Awards" and "Option Awards" do not necessarily reflect the actual value received or to be received by our named executive officers, see the footnotes below for more detail. (1)Amounts shown in this column do not necessarily reflect the actual value received or to be received by our named executive officers. Instead, these amounts reflect the total grant date fair value of the time-based restricted stock units and PSU Awards granted to the applicable named executive officer, computed in accordance with FASB Topic 718. With respect to the PSU Awards, amounts are based on the probable outcome of the applicable performance conditions, which is target level performance, calculated in accordance with FASB ASC Topic 718. Assuming maximum performance of the PSU Awards granted to certain of our named executive officers in fiscal year 2023, the grant date fair value included in the table above would increase for Mr. Trigg, Ms. Goon, Mr. Mazza and Mr. Randall by approximately $1,764,008, $756,116, $378,114, and $0, respectively. As required by SEC rules and regulations, the amounts shown exclude the impact of estimated forfeitures related to service based vesting conditions. Assumptions used in the calculation of these amounts are included in Note 2 of the notes to our consolidated financial statements included in our 2023 Annual Report. (2)Amounts shown in this column do not necessarily reflect the actual value received or to be received by our named executive officers. Instead, these amounts reflect the total grant date fair value of the options granted to the applicable named executive officer, computed in accordance with FASB ASC Topic 718. As required by SEC rules and regulations, the amounts shown exclude the impact of estimated forfeitures related to service based vesting conditions. Assumptions used in the calculation of these amounts are included in Note 2 of the notes to our consolidated financial statements included in our 2023 Annual Report. (3)Amounts shown in this column reflect the amounts earned and paid to certain of our named executive officers (i) under our Corporate Bonus Plan, a cash bonus program described in the section of this Proxy Statement entitled“Compensation Discussion and Analysis–Corporate Bonus Plan”and (ii) for fiscal year 2023, the cash payments for over performance awarded pursuant to the 2021 PSU Awards as described in the section titled “Compensation Discussion and Analysis–2021 PSU Award Payouts". (4)Amounts shown in this column represent, for fiscal year 2023, the following: (i) for Mr. Trigg, (a) $504 in insurance premiums, and (b) $11,250 in 401k match contributions; (ii) for Ms. Goon, (a) $10,504 in medical expense reimbursement and insurance premiums, and (b) $10,557 in 401k match contributions; (iii) for Mr. Mazza, (a) $9,202 in medical expense reimbursement and insurance premiums, and (b) $10,673 in 401k match contributions; and (iv) for Mr. Randall, (a) $14,946,124 in separation benefits paid to Mr. Randall in connection with his separation from the Company, pursuant to the terms of his transition and separation agreement entered into with the Company as described in the section below titled "Potential Payments Upon Termination or Change in Control", which consisted of: (1) aggregate lump sum cash payments of $625,000 (which includes a lump sum cash separation payment equal to twelve months of his then-base salary ($500,000) and a pro rata portion of his annual bonus under the Corporate Bonus Program for the period of January 1 through March 31, 2023 ($125,000)), (2) aggregate cash payments of $14,300,800 (which represent a pro rata portion of his 2018 Long-Term Award), (3) twelve months of COBRA premiums, subject to certain limitations, (4) continued participation in the Company’s Executive Medical Reimbursement Program through the end of calendar year 2023, subject to certain limitations, and (5) an extension of the exercise period with respect to the vested stock options held by Mr. Randall until the earlier of eighteen months following his termination and the expiration date applicable to such options, and (b) $10,504 in medical expense reimbursement and insurance premiums. (5)Mr. Randall resigned as President and CEO on March 1, 2023.

  64. Summary Compensation Table

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  65. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table presents, for each of our named executive officers, information concerning grants of plan-based awards made during fiscal year 2023. This information supplements the information about these awards set forth in the Summary Compensation Table above.

  66. Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards(1) | | | All Other Stock Awards(2) (#) | All Other Option Awards(3) (#) | Exercise Price of Options ($) | Grant Date Fair Value of Option and Stock Awards(4) ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Shane Trigg | — (5) | 304,500 | 525,000 | 745,500 | — | — | — | — | — | — | — | | | — (6) | — | 104,014 | — | — | — | — | — | — | — | — | | | 1/24/23 | — | — | — | — | — | — | 25,027 | — | — | 2,800,021 | | | 1/25/23 | — | — | — | 18,700 | 37,400 | 56,100 | — | — | — | 4,200,020 | | | 3/1/23 | — | — | — | — | — | — | | 120,000 | 129.74 | 8,067,600 | | | 3/1/23 | — | — | — | — | — | — | 11,864 | | | 1,500,084 | | Fay Sien Goon | — (5) | 261,000 | 450,000 | 639,000 | — | — | — | — | — | — | — | | | — (6) | — | 624,023 | — | — | — | — | — | — | — | — | | | 1/24/23 | — | — | — | — | — | — | 10,726 | — | — | 1,200,025 | | | 1/25/23 | — | — | — | 8,015 | 16,029 | 24,044 | — | — | — | 1,800,057 | | Matt Mazza | — (5) | 133,980 | 231,000 | 328,020 | — | — | — | — | — | — | — | | | — (6) | — | 70,213 | — | — | — | — | — | — | — | — | | | 1/24/23 | — | — | — | — | — | — | 5,363 | — | — | 600,012 | | | 1/25/23 | — | — | — | 4,008 | 8,015 | 12,023 | — | — | — | 900,085 | | Jason Randall(7) | — (5) | 290,000 | 500,000 | 710,000 | — | — | — | — | — | — | — |

  67. Grants of Plan-Based Awards

    (1)Amounts in this column reflect the 2023 PSU Awards granted to certain of our named executive officers under the 2015 Plan in fiscal year 2023. (2)Amounts in this column reflect the time-based restricted stock unit awards granted to certain of our named executive officers under the 2015 Plan in fiscal year 2023. (3)Amounts in this column reflect the options granted to Mr. Trigg under the 2015 Plan in fiscal year 2023. (4)Amounts in this column reflect the grant date fair value of stock awards and option awards, as applicable, granted to certain of our named executive officers in fiscal year 2023, as computed in accordance with FASB ASC Topic 718. (5)Amounts in these rows related to a cash bonus opportunity under our 2013 Corporate Bonus Plan. The actual amounts paid to our named executive officers under our 2023 Corporate Bonus Plan are set forth in the Summary Compensation Table above, and the calculation of the actual amounts paid is discussed more fully in the section titled "Compensation Discussion and Analysis - Corporate Bonus Plan." (6)Amounts in these rows reflect cash payments for over performance awarded pursuant to the 2021 PSU Awards as described in the section titled "Compensation Discussion and Analysis - 2021 PSU Award Payouts". (7)Mr. Randall received a prorated portion of the 2023 Corporate Bonus Plan in the amount of $125,000 pursuant to the terms of the Transition and Separation Agreement he entered into with the Company. This table does not include the 2018 Long-Term Award granted to Mr. Randall, of which Mr. Randall received a pro-rated portion of in connection with his separation from the Company. Please refer to the section titled "Compensation Discussion and Analysis - Long-Term Executive Cash Award – Jason Randall" for more information.

  68. Grants of Plan-Based Awards

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  69. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table We have entered into employment agreements with Mr. Trigg and Ms. Goon. We have not entered into an employment agreement with Mr. Mazza. We entered into an employment agreement with Mr. Randall in 2022, and later entered into a transition and separation agreement with Mr. Randall on March 1, 2023.

  70. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table sets forth information about the outstanding equity awards held by each of our named executive officers as of December 31, 2023:

  71. Outstanding Equity Awards at Fiscal Year End

    | | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Shane Trigg | 3/1/23 | — | 120,000(2) | 120,000(2) | 129.74(2) | 3/1/2033(2) | — | — | — | — | | | 3/1/23 | — | — | — | — | — | 9,639(3) | 1,669,860 | — | — | | | 1/24/23 | — | — | — | — | — | 26,924(4) | 4,664,314 | 13,468(4) | 2,333,196 | | | 1/24/23 | — | — | — | — | — | 20,334(5) | 3,522,662 | — | — | | | 12/13/21 | — | — | — | — | — | 5,325(6) | 922,503 | — | — | | | 12/13/21 | — | — | — | — | — | 4,205(7) | 728,474 | — | — | | | 4/13/20 | — | — | — | — | — | 12,588(8) | 2,180,745 | — | — | | Fay Sien Goon | 1/24/23 | — | — | — | — | — | 11,539(4) | 1,999,016 | 5,773(4) | 1,000,115 | | | 1/24/23 | — | — | — | — | — | 8,715(5) | 1,509,787 | — | — | | | 12/13/21 | — | — | — | — | — | 6,946(6) | 1,203,325 | — | — | | | 12/13/21 | — | — | — | — | — | 5,485(7) | 950,221 | — | — | | | 10/18/21 | — | — | — | — | — | 27,324(9) | 4,733,610 | — | — | | | 10/18/21 | — | — | — | — | — | 2,277(10) | 394,467 | — | — | | Matt Mazza | 1/24/23 | — | — | — | — | — | 5,769(4) | 999,422 | 2,888(4) | 500,317 | | | 1/24/23 | — | — | — | — | — | 4,357(5) | 754,807 | — | — | | | 12/13/21 | — | — | — | — | — | 4,630(6) | 802,101 | — | — | | | 12/13/21 | — | — | — | — | — | 3,657(7) | 633,539 | — | — | | | 10/27/21 | — | — | — | — | — | 15,413(10) | 2,670,148 | — | — | | | 1/19/21 | — | — | — | — | — | 582(11) | 100,826 | — | — | | Jason Randall | 5/18/17 | 20,000 | — | — | 27.95 | 10/1/2024(12) | — | — | — | — | | | 2/24/17 | 35,371 | — | — | 23.80 | 10/1/2024(12) | — | — | — | — | | | 5/20/16 | 98,279 | — | — | 13.43 | 10/1/2024(12) | — | — | — | — | | | 5/20/16 | 78,280 | — | — | 13.43 | 10/1/2024(12) | — | — | — | — | | | 2/29/16 | 5,622 | — | — | 11.70 | 10/1/2024(12) | — | — | — | — |

  72. Outstanding Equity Awards at Fiscal Year End

    (1)The amount in this column was calculated based on the closing price of our Class A Common Stock on December 29, 2023 (the last trading day of fiscal year 2023), which was $173.24. (2)In connection with Mr. Trigg's appointment as the Company’s President and Chief Executive Officer on March 1, 2023, he was granted options covering 120,000 shares of our Class A Common Stock pursuant to the 2015 Plan. Such options vest annually in equal installments over three years beginning on December 31, 2025, subject to Mr. Trigg’s continued employment through the applicable vesting dates. (3)This amount represents a time-based restricted stock unit award of our Class A Common Stock granted pursuant to the 2015 Plan in connection with Mr. Trigg's appointment as President and Chief Executive Officer on March 1, 2023. This award vests over four years in equal quarterly installments, commencing on May 10, 2023, subject to Mr. Trigg’s continued employment through the applicable vesting date.

  73. Outstanding Equity Awards at Fiscal Year End

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  74. Outstanding Equity Awards at Fiscal Year End

    (4)This amount represents 2023 PSU Awards of our Class A Common Stock granted to the applicable named executive officer on January 24, 2023 pursuant to the 2015 Plan. These awards performance-vest based on the achievement of pre-established financial metrics with a December 31, 2023 measurement date, and are reflected in the table as earned at 108% of target. One-third of the performance-vested 2023 PSU Awards fully vested on achievement of the performance metrics on February 10, 2024. The remaining shares will vest quarterly through February 10, 2026, subject to the applicable named executive officer’s continued employment through the applicable vesting dates. (5)This amount represents time-based restricted stock unit awards of our Class A Common Stock granted to the applicable named executive officer on January 24, 2023 pursuant to the 2015 Plan. These awards vest over four years in equal quarterly installments, commencing on May 10, 2023, subject to the applicable named executive officer’s continued employment through the applicable vesting date. (6)This amount represents PSU Awards of our Class A Common Stock granted to the applicable named executive officer on December 13, 2021 pursuant to the 2015 Plan. These awards vest based on the achievement of pre-established financial metrics with a December 31, 2022 measurement date, and are reflected in the table as earned at 113% of target. Two-thirds of these PSU Awards have fully vested. The remaining shares will vest quarterly through February 10, 2025, subject to the applicable named executive officer’s continued employment through the applicable vesting date. (7)This amount represents time-based restricted stock unit awards of our Class A Common Stock granted to the applicable named executive officer on December 13, 2021 pursuant to the 2015 Plan. These awards vest over four years in equal annual installments, commencing on May 10, 2022, subject to the applicable named executive officer’s continued employment through the applicable vesting date. (8)This amount represents a time-based restricted stock unit award of our Class A Common Stock granted to Mr. Trigg on April 13, 2020 pursuant to the 2015 Plan. This award vests over five years in equal annual installments, commencing on May 10, 2020, subject to Mr. Trigg’s continued employment through the applicable vesting date. (9)This amount represents a time-based restricted stock unit award of our Class A Common Stock granted to Mr. Goon on October 18, 2021 pursuant to the 2015 Plan. This award vests over five years in equal annual installments, commencing on November 10, 2022, subject to the Ms. Goon’s continued employment through the applicable vesting date. (10)This amount represents time-based restricted stock unit awards of our Class A Common Stock granted to Ms. Goon on October 18, 2021 and to Mr. Mazza on October 27, 2021, pursuant to the 2015 Plan. These awards vest over four years in equal annual installments, commencing on November 10, 2022, subject to the applicable named executive officer’s continued employment through the applicable vesting date. (11)This amount represents a time-based restricted stock unit award of our Class A Common Stock granted to Mr. Mazza on January 19, 2021 pursuant to the 2015 Plan. This award vests over four years in equal annual installments, commencing on February 10, 2022, subject to Mr. Mazza’s continued employment through the applicable vesting date. (12)Expiration dates for Mr. Randall represent the extension of the post-termination exercise window of such vested options held by Mr. Randall at the time of his separation from the Company.

  75. Outstanding Equity Awards at Fiscal Year End

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  76. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information regarding options exercised and stock awards vested for our NEOs during fiscal year 2023, including the number of shares acquired upon exercise or vesting and the value realized as determined based on applicable SEC rules.

  77. Option Exercises and Stock Vested

    | | Option Awards | | Equity Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Shane Trigg | — | — | 28,235 | 4,286,006 | | Fay Sien Goon | — | — | 42,642 | 7,466,012 | | Matt Mazza | — | — | 21,736 | 3,712,621 | | Jason Randall | 153,692 | 24,890,000 | — | — |

  78. Option Exercises and Stock Vested

    (1)The value realized on exercise of an option is the difference between the fair market value of the shares of the common stock received upon the exercise, valued on the exercise date, and the exercise price paid. (2)The value realized on vesting of restricted stock units is the fair market value of the underlying shares of the common stock, valued on the vesting date.

  79. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  80. Mr. Randall’s Transition and Separation Agreement

    | Benefits and Payments Upon Termination(1) | Termination Due to Death or Disability ($) | Termination by the Company Without Cause or by the Executive for Good Reason (a “Qualifying Termination”) Not Within 12 Months Following Change in Control ($) | Qualifying Termination Within 12 Months Following Change in Control ($) | | Shane Trigg | | | | | Cash Severance Payments(2) | 525,000 | 1,050,000 | 1,050,000 | | Accelerated Vesting of Equity Awards(3) | 16,470,100 | 11,603,962 | 16,470,100 | | Cobra Payments(4) | 26,861 | 26,861 | 26,861 | | Fay Sien Goon | | | | | Cash Severance Payments(2) | — | 900,000 | 900,000 | | Accelerated Vesting of Equity Awards(3) | 10,095,215 | 10,095,215 | 14,946,454 | | Cobra Payments(4) | — | 20,304 | 20,304 | | Matt Mazza | | | | | Cash Severance Payments(2) | — | — | — | | Accelerated Vesting of Equity Awards(3) | — | — | — | | Cobra Payments(4) | — | — | — | | Jason Randall(5) | — | 14,956,628 | — |

  81. CEO Pay Ratio

    CEO Pay Ratio The fiscal year 2023 total compensation of our median employee was $158,125. Our Chief Executive Officer's fiscal year 2023 total compensation (in seat at December 31, 2023) was $17,746,877. The ratio of our Chief Executive Officer’s fiscal year 2023 pay to that of our median employee was approximately 112:1. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Exchange Act. In determining our median employee, we chose December 31, 2023 as the determination date, which is the last day of our most recently completed fiscal year. Our median employee was determined based on total compensation (annualized base salary, equity-based compensation reflecting grant date fair value, and cash incentive compensation paid, where applicable), derived from our payroll and stock administration systems for our entire employee population, excluding our CEO, for the twelve months ending December 31, 2023. The annual total compensation of our Chief Executive Officer and median employee do not necessarily reflect the actual value received or to be received by such individuals. See the footnotes to the "Summary Compensation Table" for more detail on how such figures are computed. The SEC’s rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  82. CEO Pay Ratio

    | | 57 | 2024 Proxy Statement |

  83. CEO Pay Ratio

    | | Equity Compensation Plan Information |

  84. CEO Pay Ratio

    The following table sets forth information regarding our stock incentive plans as of December 31, 2023:

  85. CEO Pay Ratio

    | Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and RSUs (#) | Weighted-Average Exercise Price of Outstanding Options(1) ($) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (#) | | Equity compensation plans approved by stockholders(2) | 1,320,462(3) | 15.59 | 2,255,923(4) | | Equity compensation plans not approved by stockholders | — | — | — | | Total | 1,320,462 | 15.59 | 2,255,923 |

  86. CEO Pay Ratio

    (1)The weighted-average exercise price is calculated based solely on the exercise prices of the outstanding options to purchase shares of our common stock. It does not reflect the shares of our common stock that will be issued upon the vesting of outstanding restricted stock units, which have no exercise price. (2)These plans consist of the 2007 Plan, the 2015 Plan and the ESPP. (3)Includes 875 shares of Class B Common Stock subject to outstanding awards granted under the 2007 Plan, all of which were outstanding options, and 1,323,312 shares of Class A Common Stock subject to outstanding awards granted under the 2015 Plan, of which 380,423 were outstanding options and 942,889 were outstanding restricted stock units. (4)Includes 1,755,923 shares of Class A Common Stock available for issuance under the 2015 Plan and 500,000 shares of Class A Common Stock available for issuance under the ESPP. The number of shares available for issuance under the 2015 Plan increases automatically on January 1st of each year during the term of the 2015 Plan by an amount equal to the number of shares granted under the 2015 Plan during the preceding year or such lesser number that is approved by our Board. Accordingly, effective as of January 1, 2023, the aggregate number of shares available for issuance under the 2015 Plan was 2,000,000 shares. In addition, the number of shares available for issuance under the ESPP increases automatically on January 1st of each year during the term of the ESPP by an amount equal to the number of shares issued or transferred pursuant to rights granted under the ESPP during the preceding year or such lesser number that is approved by our Board. No shares have been issued or transferred pursuant to rights granted under the ESPP and as a result, the number of shares available for issuance under the ESPP did not increase as of January 1, 2023.

  87. CEO Pay Ratio

    | | 58 | 2024 Proxy Statement |

  88. CEO Pay Ratio

    | | Security Ownership of Certain Beneficial Owners and Management |

  89. CEO Pay Ratio

    The following table sets forth certain information with respect to the beneficial ownership of our Class A Common Stock and Class B Common Stock as of March 31, 2024, except as noted in the footnotes below, for: ▪each of our named executive officers; ▪each of our directors; ▪all of our executive officers and directors as a group; and ▪each stockholder known by us to be the beneficial owner of more than 5% of outstanding shares of our Class A Common Stock or Class B Common Stock. We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on information furnished to us and information filed with the SEC, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of our Class A Common Stock or Class B Common Stock that they beneficially own, subject to applicable community property laws. Applicable percentage ownership is based on 22,281,477 shares of Class A Common Stock and 13,916,648 shares of Class B Common Stock outstanding at March 31, 2024. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed to be outstanding all shares of common stock subject to options and restricted stock units held by that person or entity that are currently exercisable or releasable or that will become exercisable or releasable within 60 days of March 31, 2024. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o AppFolio, Inc., 70 Castilian Drive, Santa Barbara, California, 93117.

  90. CEO Pay Ratio

    | | 59 | 2024 Proxy Statement |

  91. CEO Pay Ratio

    | | Shares Beneficially Owned | | | | | | | Class A | | Class B | | % of Total Voting Power(1) | | Name of Beneficial Owner | Shares | % | Shares | % | | | 5% Stockholders: | | | | | | | Ashe Capital Management, LP(2) | 1,448,033 | 6.5% | — | * | * | | BlackRock, Inc.(3) | 1,672,258 | 7.5% | — | * | 1.0% | | Brown Capital Management, LLC(4) | 1,585,560 | 7.1% | — | * | 1.0% | | Klaus Schauser(5) | — | * | 3,374,585 | 24.2% | 20.9% | | Maurice Duca(6)(7) | 313,182 | 1.4% | 6,463,068 | 46.4% | 40.2% | | The Vanguard Group(8) | 2,078,661 | 9.3% | — | * | 1.3% | | Directors and Named Executive Officers: | | | | | | | Timothy Bliss(9) | 50,409 | * | 1,003,290 | 7.2% | 6.2% | | Andreas von Blottnitz(10) | 5,449 | * | 487,450 | 3.5% | 3.0% | | Agnes Bundy Scanlan (11) | 4,352 | * | — | * | * | | Fay Sien Goon(12) | 37,633 | * | — | * | * | | Janet Kerr(13) | 15,680 | * | — | * | * | | Jason Randall(14) | — | * | 20,000 | * | * | | Matt Mazza(15) | 13,638 | * | — | * | * | | Olivia Nottebohm(16) | 1,909 | * | — | * | * | | William Shane Trigg(17) | 33,407 | * | — | * | * | | Winifred Webb(18) | 6,655 | * | — | * | * | | Alex Wolf(19) | 217,584 | * | — | * | * | | All executive officers and directors as a group (11 people)(20) | 386,716 | 1.7% | 1,510,740 | 10.9% | 9.6% |

  92. CEO Pay Ratio

    * Represents beneficial ownership of less than one percent. (1)Percentage of total voting power represents voting power with respect to all shares of Class A Common Stock and Class B Common Stock, as a single class. The holders of shares of our Class B Common Stock are entitled to ten votes per share, and holders of shares of our Class A Common Stock are entitled to one vote per share. Each share of Class B Common Stock is convertible, at any time at the option of the holder, into one share of Class A Common Stock. (2)This information is based solely on Amendment No. 9 to Schedule 13G filed on February 13, 2024. The 1,448,033 shares of Class A Common Stock are held in funds under the management and control of Ashe Capital Management L.P. Ashe Capital Management L.P. possesses sole voting and dispositive power over the shares and therefore the Class A Common Stock may be deemed to be beneficially owned by Ashe Capital Management L.P. The address for Ashe Capital Management L.P. is 530 Sylvan Ave., Suite 101, Englewood Cliffs, NJ 07632. (3)This information is based solely on Amendment No. 5 to Schedule 13G filed on January 26, 2024. The 1,672,258 shares of Class A Common Stock consist of (i) 1,626,218 shares with respect to which BlackRock, Inc. possesses sole power to vote and (ii) 1,672,258 shares with respect to which BlackRock, Inc. possesses sole dispositive power. The address for BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001. (4)This information is based solely on Amendment No. 8 to Schedule 13G filed on February 14, 2024. The 1,585,560 shares of Class A Common Stock consists of (i) 1,063,485 shares of which Brown Capital Management, LLC possesses sole power to vote and (ii) 1,585,560 shares of which Brown Capital Management, LLC possesses sole dispositive power. The address for Brown Capital Management, LLC is 1201 N. Calvert Street, Baltimore, MD 21202. (5)Consists of 3,874,585 shares of Class B Common Stock held by the 1206 Family Trust dated December 13, 2002, of which Mr. Schauser and his spouse serve as co-trustees. The address for Mr. Schauser is 70 Castilian Dr., Santa Barbara, CA 93117. (6)The 313,182 shares of Class A Common Stock consist of (i) 9,805 shares of Class A Common Stock held by a limited liability company with respect to which Mr. Duca possesses sole voting and investment power; (ii) 44,037 shares of Class A Common Stock with respect to which Mr. Duca is the sole trustee and who, in that capacity, possesses sole voting and investment power; (iii) 116,483 shares of Class A Common Stock to which Mr. Duca possesses sole voting and investment power; and (iv) 142,857 shares of Class A Common Stock held by a limited liability company ("LLC") with respect to which Mr. Duca shares voting and investment power as one of the managers of the LLC. (7)The 6,463,068 shares of Class B Common Stock consist of (i) 3,747,440 shares of Class B Common Stock with respect to which Mr. Duca possesses sole voting and investment power; (ii) 29,595 shares of Class B Common Stock held by two limited liability companies with respect to which Mr. Duca possesses sole voting and investment power; (iii) 2,536,153 shares of Class B Common Stock of which Mr. Duca is the sole trustee and who, in that capacity, possesses sole voting and investment power; (iv) 7,022 shares of Class B Common Stock with respect to which Mr. Duca may be deemed to share (but as to which Mr. Duca disclaims) beneficial ownership; and (v) 142,858 shares of Class B Common Stock held by a limited liability company ("LLC") with respect to which Mr. Duca shares voting and investment power as one of the managers of the LLC The address for Mr. Duca is P.O. Box 5609, Santa Barbara, CA 93150. (8)This information is based solely on Amendment No. 7 to Schedule 13G filed on February 13, 2024. The 2,078,661 shares of Class A Common Stock consist of (i) 35,371 shares with respect to which The Vanguard Group possess shared power to vote, (ii) 2,022,499 shares with respect to which The Vanguard Group possesses sole dispositive power, and (iii) 56,162 shares with respect to which The Vanguard Group possesses shared dispositive power. The address for the Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.

  93. CEO Pay Ratio

    | | 60 | 2024 Proxy Statement |

  94. CEO Pay Ratio

    (9)Mr. Bliss possesses sole voting and investment power with respect to 10,754 shares of Class A Common Stock and 557,290 shares of Class B Common Stock and joint voting and investment power with his spouse on 39,655 shares of Class A Common Stock and 446,000 shares of Class B Common Stock. The address for Mr. Bliss is P.O. Box 50440, Santa Barbara, CA 93150. (10)Consists of (i) 487,450 shares of Class B Common Stock and (ii) 5,449 shares of Class A Common Stock. The 487,450 shares of Class B Common Stock consists of 429,450 shares of Class B Common Stock held by Oceanlink Investments Limited, which is managed by a Board of Directors that currently possesses shared voting and dispositive power with respect to these shares. Oceanlink Trust, of which Mr. von Blottnitz is a beneficiary, holds all of the equity interests of Oceanlink Investments Limited. Mr. von Blottnitz possesses shared power to revoke Oceanlink Trust. Mr. von Blottnitz possesses sole voting and investment power with respect to the remaining 58,000 shares of Class B Common Stock. Mr. von Blottnitz also holds 5,449 shares of Class A Common Stock with respect to which Mr. von Blottnitz possesses sole voting and dispositive power and that were granted pursuant to our Director Compensation Policy, of which 921 are subject to repurchase until June 27, 2024. The address for Oceanlink Investments Limited is P.O. Box 621, Le Gallais Chambers, 54 Bath Street, St. Helier, Jersey, Channel Islands JE48YD. (11)Includes 4,352 shares of Class A Common Stock that were granted pursuant to our Director Compensation Policy.The issuance of an additional 921 shares previously earned by this director has been deferred until future years pursuant to an election made under our Nonemployee Director Deferred Compensation Plan. The deferred shares cannot be issued within 60 days of March 31, 2024, and have been excluded from the table. (12)Includes 4,257 shares of Class A Common Stock granted to Ms. Goon that will vest within 60 days of March 31, 2024. (13)Includes 15,680 shares of Class A Common Stock that were granted pursuant to our Director Compensation Policy, of which 921 shares are subject to repurchase until June 27, 2024. (14)Mr. Randall's holdings are no longer tracked subsequent to his resignation on March 1, 2023. (15)Includes 2,620 shares of Class A Common Stock that were granted to Mr. Mazza that will vest within 60 days of March 31, 2024. (16)The 1,909 shares of Class A Common Stock were granted pursuant to our Director Compensation Policy, of which 921 shares are subject to repurchase until March 31, 2024. (17)Includes 13,929 shares of Class A Common Stock that were granted to Mr. Trigg that will vest within 60 days of March 31, 2024. (18)Includes 6,655 shares of Class A Common Stock that were granted pursuant to our Director Compensation Policy, of which 921 are subject to repurchase until June 27, 2024. (19)The 217,584 shares of Class A Common Stock consist of (i) 192,584 shares of Class A Common Stock with respect to which Mr. Wolf possesses sole voting and investment power and (ii) 25,000 shares of Class A common stock with respect to which Mr. Wolf may be deemed to share voting and dispositive power. However, Mr. Wolf disclaims beneficial ownership of these 25,000 shares except to the extent of any pecuniary interest he may have therein. The address for Mr. Wolf is P.O. Box 5387, Santa Barbara, CA 93150. (20)Includes (i) 3,684 shares of Class A Common Stock that are subject to repurchase until June 27, 2024, and (ii) 20,806 shares of Class A Common Stock that will be vested within 60 days of March 31, 2024.

  95. CEO Pay Ratio

    | | 61 | 2024 Proxy Statement |

  96. CEO Pay Ratio

    | | Pay Versus Performance |

  97. Pay versus Performance Table

    Pay versus Performance Table The following table sets forth certain information with respect to the Company’s financial performance and the compensation paid to our NEOs for the fiscal years ended December 31, 2023, 2022 and 2021.

  98. Pay versus Performance Table

    | Year | Summary Compensation Table Total for PEO 1(1) ($) | Summary Compensation Table Total for PEO 2(2) ($) | Compensation Actually Paid to PEO 1(3) ($) | Compensation Actually Paid to PEO 2(4) ($) | Average Summary Compensation Table Total for non-PEO NEOs(5) ($) | Average Compensation Actually Paid to non-PEO NEOs(6) ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income (thousands) (9) ($) | Revenue (thousands) (10) ($) | | | | | | | | | Total Shareholder Return(7) ($) | Peer Group Total Shareholder Return(8) ($) | | | | 2023 | 15,091,243 | 17,746,877 | 15,091,243 | 30,056,865 | 3,409,160 | 8,957,933 | 158 | 221 | 2,702 | 620,445 | | 2022 | 1,025,317 | — | 1,025,317 | — | 1,515,992 | 563,715 | 96 | 133 | (68,119) | 471,883 | | 2021 | 1,461,382 | — | 1,461,382 | — | 6,790,593 | 5,879,551 | 110 | 207 | 1,028 | 359,370 | | 2020 | 742,230 | — | 1,387,017 | — | 1,901,060 | 3,348,458 | 164 | 150 | 158,403 | 310,056 |

  99. Pay versus Performance Table

    (1)Reflects the total compensation amounts reported in the Summary Compensation Table ("SCT") for Mr. Randall, our Principal Executive Officer from August 8, 2017 through March 1, 2023 ("PEO 1"). (2)Reflects the total compensation amounts reported in the SCT for Mr. Trigg, our current PEO, who was appointed as the Company's President and Chief Executive Officer as of March 1, 2023 ("PEO 2"). Mr. Trigg was a non-PEO NEO during fiscal years 2020, 2021, and 2022 and his compensation during such periods is reflected in the applicable non-PEO NEO fields. (3)Reflects the compensation actually paid amounts for PEO 1 for the applicable fiscal year. In calculating the amounts set forth in this column, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations was computed in accordance with FASB ASC Topic 718. For fiscal year 2023, the compensation actually paid to PEO 1 reflects each of the following adjustments made to the total compensation amounts reported in the SCT for fiscal year 2023, computed in accordance with Item 402(v) of Regulation S-K.

  100. Pay versus Performance Table

    | Year | 2023 | | SCT Total Compensation ($) | 15,091,243 | | Less: Stock and Option Award Grant Date Fair Values Reported in SCT for the Covered Year ($) | — | | Plus: Year-End Fair Value of Stock and Option Awards Granted in the Covered Year that are Outstanding and Unvested ($) | — | | Change in Fair Value of Stock and Option Awards Granted in Prior Years that are Outstanding and Unvested (From Prior Year-End to Year-End) ($) | — | | Plus: Vesting Date Fair Value of Stock and Option Awards Granted in the Covered Year that Vested in the Covered Year ($) | — | | Change in Fair Value of Stock and Option Awards Granted in Prior Years that Vested in the Covered Year (From Prior Year-End to Year-End) ($) | — | | Less: Prior Year-End Fair Value of Stock and Option Awards Granted in Prior Years that Failed to Vest during the Covered Year ($) | — | | Plus: Dollar Value of Dividends or other Earnings Paid on Stock and Option Awards in the Covered Year prior to Vesting (if not reflected in the fair value of such award or included in Total Compensation for the Covered Year) ($) | — | | Compensation Actually Paid ($) | 15,091,243 |

  101. Pay versus Performance Table

    Valuation methodology. Stock option fair values were calculated based on the Black-Scholes option pricing model. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (e.g., term, volatility, dividend yield, risk free rates) as of the measurement date. Performance share unit grant date fair values were calculated using the stock price as of the date of grant assuming target performance. Adjustments have been made using the stock price and projected performance as of year-end and as of the date of vest. Time-based restricted stock unit grant date fair values were calculated using the stock price as of the date of grant. Adjustments have been made using the stock price as of year-end and as of each date of vest. (4)Reflects the compensation actually paid amounts for PEO 2 for the applicable fiscal year. In calculating the amounts set forth in this column, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations was computed in accordance with FASB ASC Topic 718. For fiscal year 2023, the compensation actually paid to PEO 2 reflects each of the following adjustments made to the total compensation amounts reported in the SCT for fiscal year 2023, computed in accordance with Item 402(v) of Regulation S-K.

  102. Pay versus Performance Table

    | | 62 | 2024 Proxy Statement |

  103. Pay versus Performance Table

    | Year | 2023 | | SCT Total Compensation ($) | 17,746,877 | | Less: Stock and Option Award Grant Date Fair Values Reported in SCT for the Covered Year ($) | (16,567,725) | | Plus: Year-End Fair Value of Stock and Option Awards Granted in the Covered Year that are Outstanding and Unvested ($) | 25,249,350 | | Change in Fair Value of Stock and Option Awards Granted in Prior Years that are Outstanding and Unvested (From Prior Year-End to Year-End) ($) | 1,772,801 | | Plus: Vesting Date Fair Value of Stock and Option Awards Granted in the Covered Year that Vested in the Covered Year ($) | 1,185,541 | | Change in Fair Value of Stock and Option Awards Granted in Prior Years that Vested in the Covered Year (From Prior Year-End to Year-End) ($) | 670,021 | | Less: Prior Year-End Fair Value of Stock and Option Awards Granted in Prior Years that Failed to Vest during the Covered Year ($) | — | | Plus: Dollar Value of Dividends or other Earnings Paid on Stock and Option Awards in the Covered Year prior to Vesting (if not reflected in the fair value of such award or included in Total Compensation for the Covered Year) ($) | — | | Compensation Actually Paid ($) | 30,056,865 |

  104. Pay versus Performance Table

    Valuation methodology. Stock option fair values were calculated based on the Black-Scholes option pricing model. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (e.g., term, volatility, dividend yield, risk free rates) as of the measurement date. Performance share unit grant date fair values were calculated using the stock price as of the date of grant assuming target performance. Adjustments have been made using the stock price and projected performance as of year-end and as of the date of vest. Time-based restricted stock unit grant date fair values were calculated using the stock price as of the date of grant. Adjustments have been made using the stock price as of year-end and as of each date of vest. (5)Reflects the average total compensation amounts reported in the SCT for the following non-PEO NEOs for the applicable fiscal year: 1.In 2023, Ms. Goon and Mr. Mazza. 2.In 2022, Ms. Goon, Mr. Mazza, Mr. Trigg, and Mr. Walker. 3.In 2021, Ms. Goon, Mr. Mazza, Mr. Trigg, Mr. Walker, and Ida Kane (our former Chief Financial Officer, who resigned effective June 4, 2021). 4.In 2020, Ms. Kane, Mr. Trigg, and Mr. Walker. (6) Reflects the average compensation actually paid amounts for the non-PEO NEOs included in the preceding column for the applicable fiscal year. In calculating the amounts set forth in this column, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations was computed in accordance with FASB ASC Topic 718. For fiscal year 2023, the average compensation actually paid to the non-PEO NEOs reflects each of the following adjustments made to the total compensation amounts reported in the SCT for fiscal year 2023, computed in accordance with Item 402(v) of Regulation S-K:

  105. Pay versus Performance Table

    | Year | 2023 Average | | SCT Total Compensation ($) | 3,409,160 | | Less: Stock and Option Award Grant Date Fair Values Reported in SCT for the Covered Year ($) | (2,597,208) | | Plus: Year-End Fair Value of Stock and Option Awards Granted in the Covered Year that are Outstanding and Unvested ($) | 3,381,603 | | Change in Fair Value of Stock and Option Awards Granted in Prior Years that are Outstanding and Unvested (From Prior Year-End to Year-End) ($) | 3,158,519 | | Plus: Vesting Date Fair Value of Stock and Option Awards Granted in the Covered Year that Vested in the Covered Year ($) | 258,521 | | Change in Fair Value of Stock and Option Awards Granted in Prior Years that Vested in the Covered Year (From Prior Year-End to Year-End) ($) | 1,347,338 | | Less: Prior Year-End Fair Value of Stock and Option Awards Granted in Prior Years that Failed to Vest during the Covered Year ($) | — | | Plus: Dollar Value of Dividends or other Earnings Paid on Stock and Option Awards in the Covered Year prior to Vesting (if not reflected in the fair value of such award or included in Total Compensation for the Covered Year) ($) | — | | Compensation Actually Paid ($) | 8,957,933 |

  106. Pay versus Performance Table

    | | 63 | 2024 Proxy Statement |

  107. Pay versus Performance Table

    Valuation methodology. Stock option fair values were calculated based on the Black-Scholes option pricing model. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (e.g., term, volatility, dividend yield, risk free rates) as of the measurement date. Performance share unit grant date fair values were calculated using the stock price as of the date of grant assuming target performance. Adjustments have been made using the stock price and projected performance as of year-end and as of the date of vest. Time-based restricted stock unit grant date fair values were calculated using the stock price as of the date of grant. Adjustments have been made using the stock price as of year-end and as of each date of vest. (7) Reflects the cumulative total shareholder return ("TSR") of the Company for each applicable fiscal year, calculated based on a fixed investment of $100 at the applicable measurement point on the same cumulative basis as is used in Item 201(e) of Regulation S-K. The TSR for each of fiscal year 2020, 2021, and 2022 has been updated to reflect a correction in the methodology and time period used to calculate such TSR values. (8) Reflects the cumulative TSR of the Company’s peer group (“Peer Group TSR”) for each applicable fiscal year, calculated based on a fixed investment of $100 at the applicable measurement point on the same cumulative basis as is used in Item 201(e) of Regulation S-K. The peer group used to determine the Peer Group TSR for each applicable fiscal year is the following published industry index, as disclosed in the 2023 Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K: NASDAQ Computer Index. (9) Reflects "Net Income" in the Company's Consolidated Income Statements included in the Annual Reports on Form 10-K for each applicable fiscal year. (10) We have selected “Revenue” as our most important financial measure (that is not otherwise required to be disclosed in the table) used to link compensation actually paid to our NEOs to company performance for fiscal year 2023. “Revenue” is further described in the Company's Consolidated Statement of Operations, which is included in the 2023 Annual Report on Form 10-K.

  108. Pay versus Performance Comparative Disclosure

    Pay versus Performance Comparative Disclosure When reviewing the Pay versus Performance Table above, it is important to note that: ▪The "Summary Compensation Table Total" and "Summary Compensation Actually Paid" columns in the Pay versus Performance Table above do not necessarily reflect the actual value received or to be received by our named executive officers for the reasons set forth in the corresponding footnotes and footnotes to the Summary Compensation Table. ▪The Pay versus Performance Table above does not include all of the performance measures we use to align NEO compensation with Company performance in the years depicted. ▪Net income was not a performance measure we used to align NEO compensation with Company performance in the years depicted. ▪The 2018 Long-Term Award, as discussed in the section above titled “Compensation Discussion and Analysis” was granted to Mr. Randall in lieu of equity. As such, PEO 1's compensation appears lower than our average non-PEO NEO compensation in fiscal years 2020-2022 because Mr. Randall did not receive equity grants in such years and payment under the 2018 Long-Term Award award was not to be made until fiscal year 2023. ▪In fiscal year 2021, the average compensation for our non-PEO NEOs was increased primarily due to (i) new hire and promotional equity grants made to Ms. Goon and Mr. Mazza, respectively, and (ii) our Board granting equity awards in December 2021 for our fiscal year 2022 NEO compensation program. ▪Mr. Randall resigned as our President and Chief Executive Officer on March 1, 2023. Mr. Randall received certain separation benefits in connection with his separation from the Company, as described in the sections above titled "Compensation Discussion and Analysis - Employment Agreements and Similar Arrangements," and "Potential Payments Upon Termination of Change in Control." This payment significantly increased PEO 1's compensation for fiscal year 2023. ▪Mr. Trigg was appointed as our President and Chief Executive Officer on March 1, 2023. In connection with such appointment, Mr. Trigg received a grant of (i) time-based options to purchase a total of 120,000 shares of the Company's Class A Common Stock, and (ii) time-based restricted stock units with a value of $1,500,084, as discussed in the section above titled “Compensation Discussion and Analysis." These one-time, promotional grants significantly increased PEO 2's compensation for fiscal year 2023.

  109. Pay versus Performance Comparative Disclosure

    | | 64 | 2024 Proxy Statement |

  110. Pay versus Performance Comparative Disclosure

    | Pay Versus Performance Graphs | Supplemental Graphs | | In accordance with Item 402(v)(5) of Regulation S-K, the graphs below compare compensation actually paid to our NEOs and the performance measures presented in the Pay versus Performance Table above (collectively, the “PVP Graphs”). | To reflect the points above and provide additional information, we have provided supplemental graphs below that modify the PVP Graphs by (i) adding an additional $2,860,160 to Mr. Randall's compensation in each of 2023, 2022, 2021, and 2020, which reflects $14,300,800 (the pro-rata portion of the 2018 Long-Term Award paid to Mr. Randall in connection with his separation from the Company) divided by 5 (the number of years the 2018 Long-Term Award was outstanding), (ii) subtracting $14,300,800 from Mr. Randall's compensation in 2023 because of the normalization of the award described in (i) above, (iii) subtracting $13,059,317 from Mr. Trigg's 2023 compensation, which reflects the year-end fair value of the one-time, time-based options granted to Mr. Trigg in connection with his appointment as President and Chief Executive Officer, (iv) subtracting $1,669,860 from Mr. Trigg's 2023 compensation, which reflects the year-end fair value of the one-time, time-based restricted stock units grants to Mr. Trigg in connection with his appointment as President and Chief Executive Officer, (v) subtracting the December 2021 equity grants from fiscal year 2021, and (vi) adding the December 2021 equity grants to fiscal year 2022 (collectively, the "Supplemental Graphs"). In accordance with Item 402(v) of Regulation S-K, the Supplemental Graphs below are provided as supplemental disclosure that we believe more accurately reflects the comparison of compensation actually paid to our NEOs and the performance measures presented in the Pay versus Performance Table above. |

  111. Pay versus Performance Comparative Disclosure

    | | 65 | 2024 Proxy Statement |

  112. Pay versus Performance Comparative Disclosure

    | Pay Versus Performance Graphs | Supplemental Graphs |

  113. Pay versus Performance Comparative Disclosure

    | | 66 | 2024 Proxy Statement |

  114. Pay versus Performance Comparative Disclosure

    *Reflects the Pay Versus Performance Graphs modified by (i) adding an additional $2,860,160 to Mr. Randall's compensation in each of 2023, 2022, 2021, and 2020, which reflects $14,300,800 (the pro-rata portion of the 2018 Long-Term Award paid to Mr. Randall in connection with his separation from the Company) divided by 5 (the number of years the 2018 Long-Term Award was outstanding), (ii) subtracting $14,300,800 from Mr. Randall's compensation in 2023 because of the normalization of the award described in (i) above, (iii) subtracting $13,059,317 from Mr. Trigg's 2023 compensation, which reflects the year-end fair value of the one-time, time-based options granted to Mr. Trigg in connection with his appointment as President and Chief Executive Officer, (iv) subtracting $1,669,860 from Mr. Trigg's 2023 compensation, which reflects the year-end fair value of the one-time, time-based restricted stock units grants to Mr. Trigg in connection with his appointment as President and Chief Executive Officer, (v) subtracting the December 2021 equity grants from fiscal year 2021, and (vi) adding the December 2021 equity grants to fiscal year 2022.

  115. Pay versus Performance Tabular List

    Pay versus Performance Tabular List Listed below are the performance measures that, in our assessment, represent the most important performance measures used to link compensation actually paid to our NEOs in fiscal year 2023 to company performance. The performance measures included below are not ranked by relative importance.

  116. Pay versus Performance Tabular List

    | Most Important Performance Measures | | Booked Residential Units (Non-Financial Measure) | | Revenue (Financial Measure) | | Non-GAAP Operating Margin(1) (Financial Measure) |

  117. Pay versus Performance Tabular List

    (1)Non-GAAP operating margin is defined as GAAP operating margin less stock-compensation expense, amortization of purchased intangibles, and one-time or non-recurring transactions .

  118. Limitation of Liability and Indemnification of Directors and Officers

    Limitation of Liability and Indemnification of Directors and Officers Our Governing Documents provide that we will indemnify each of our directors and officers to the fullest extent permitted by Delaware law. In addition, we have entered into indemnification agreements with each of our directors, officers, and certain other senior employees of the Company (the "indemnified persons"). These indemnification agreements may require us, among other things, to indemnify each of the indemnified persons against liabilities that may arise by reason of their status or service as directors, officers or employees of the Company, so long as he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to our best interests and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. These indemnification agreements may require us to pay, and in some instances advance, certain expenses, damages and other payments incurred by the indemnified persons. The indemnification agreements require us, to the extent that we maintain an insurance policy or policies providing liability insurance for an indemnified person, to cover such person by such policy or policies to the maximum extent available. We have obtained insurance policies under which, subject to the limitations of the policies, coverage is provided to the indemnified persons against loss arising from claims made by reason of breach of fiduciary duty or other wrongful acts as a director, officer, or employee of the Company, including claims relating to public securities matters, and to us with respect to payments that may be made by us to the indemnified persons pursuant to our indemnification obligations or otherwise as a matter of law. Certain of our non-employee directors may, through their relationship with their employers, be insured and/or indemnified against certain liabilities incurred in their capacity as members of our Board.