DEF 14A of Appfolio Inc, Apr 28, 2025

DEF 14A of Appfolio Inc

Filed Apr 28, 2025 · FY20240001433195-25-000061

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 28, 2025:

  2. Director Nominees and Continuing Directors

    | Name | Class | Age | Position | Director Since | Current Term Expires | | Nominees: | | | | | | | Andreas von Blottnitz(1)(3) | I | 59 | Chairperson of the Board of Directors and Chairperson of the Compensation Committee | 2007 | 2025 | | Agnes Bundy Scanlan(1)(2) | I | 67 | Chairperson of the Risk and Compliance Oversight Committee | 2020 | 2025 | | Janet Kerr(2)(3)(4) | I | 70 | Chairperson of the Nominating and Corporate Governance Committee | 2015 | 2025 | | Continuing Directors: | | | | | | | Olivia Nottebohm(2) | II | 47 | Director | 2023 | 2026 | | Alex Wolf(3) | II | 36 | Director | 2022 | 2026 | | Robert Donald Casey III | II | 37 | Director | 2025 | 2026 | | Timothy Bliss(4) | III | 72 | Director | 2008 | 2027 | | Shane Trigg | III | 50 | President, Chief Executive Officer and Director | 2023 | 2027 | | Winifred Webb(1)(4) | III | 67 | Chairperson of the Audit Committee | 2019 | 2027 |

  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 for each director nominee and continuing director the specific experiences, qualifications, attributes or skills that led to the Board's conclusion 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, including in understanding opportunities, anticipating challenges and assessing risks. The chart below provides certain highlights of the composition of our Board members and nominees.

  4. Board Demographics

    Board Demographics

  5. Board Demographics

    | | 6 | 2025 Proxy Statement |

  6. Board Demographics

    Director Nominees: Nominees for Election at the Annual Meeting for an Additional Three-Year Term Expiring at the 2028 Annual Meeting of Stockholders (Class I Directors) (Current Term Expires at the Annual Meeting)

  7. Board Demographics

    | | | Andreas von Blottnitz has served as a member of our Board since 2007 and Chairperson of the Board since 2007. Mr. von Blottnitz is a former venture partner of BV Capital Management, LLC, a venture capital firm, 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: 59 Director Since: 2007 Class: I | |

  8. Board Demographics

    | | | 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, a position she has held since 2020. Prior to that, she was senior advisor for Treliant, LLC, where she counseled financial services firms on various challenges, including strategy, governance, regulatory, compliance, and risk management matters from 2017 to 2020 and 2012 to 2015. 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, and Chief Privacy Officer, at TD Bank, practiced law at Goodwin Proctor LLP, held various C-suite roles at Bank of America and Fleet Boston and served as legal counsel to the United States Senate Budget Committee. She currently serves on the Board of Directors of Truist Financial Corporation (NYSE: TFC) 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 and the Certificate in Cybersecurity from MIT; two Certificates in Cybersecurity Oversight from Harvard University; and a Certificate in Cybersecurity and Oversight from 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: 67 Director Since: 2020 Class: I | |

  9. Board Demographics

    | | 7 | 2025 Proxy Statement |

  10. Board Demographics

    | | | 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, the Certificate in Artificial Intelligence from MIT, and the Certificate in Generative 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: 70 Director Since: 2015 Class: I | |

  11. 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)

  12. 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 our Board since 2023. Ms. Nottebohm 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. Since 2023, she has served as the Chief Operating Officer at Box, a content cloud platform provider, where she leads the global go-to-market organization. Prior to this, Ms. Nottebohm served as the Chief Revenue Officer and an advisor to the CEO of Notion Labs, Inc., the maker of a cloud-based productivity platform, from 2021 to 2022, and the Chief Operating Officer at Dropbox, Inc., a file storage and sharing service provider from 2020 to 2021. Her experience also includes roles as Vice President of SMB Sales and GTM Operations, Google Cloud and Senior Director, Americas GTM Operations, Google Ads and a partner at McKinsey & Company. 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: 47 Director Since: 2023 Class: II | |

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

    | | 8 | 2025 Proxy Statement |

  14. 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 2022. Mr. Wolf is currently a Partner of Partners Fund Capital ("PFC"), a private investment company, 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 private investment company, 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: 36 Director Since: 2022 Class: II | |

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

    | | | Robert Donald Casey III has served as a member of our Board since 2025. Mr. Casey is currently the founder and CEO of Santa Barbara Management, a multifamily office founded in 2024. He is also a Partner at Partners Fund Capital, an investment firm that invests primarily in software companies, a position he has held since 2022. From 2018-2024, Mr. Casey served as President and a member of the Board of Directors, and later, as CFO, of Tegus, Inc., a research software provider for financial service firms. From 2016-2022, Mr. Casey served as a Partner at the Investment Group of Santa Barbara (“IGSB”), a private investment firm. While at IGSB, Mr. Casey also served as CEO and a member of the Board of Directors of Mindflash, a learning management software provider from 2017-2018, and as a member of the Board of Directors of PickTrace, a labor management software provider for agricultural businesses from 2018-2020. Prior to that, Mr. Casey founded and served as the CEO of YouRenew, a software and services business in the telecommunications industry, which was sold to Clover technologies in 2012, and he served as Vice President, Platform at Clover from 2012 through 2015. Mr. Casey received a B.A. in Economics from Yale University in 2011 and an M.B.A. from Harvard Business School in 2017. We believe Mr. Casey's background as a director and officer, and as an investor and advisor to multiple technology companies qualify him to serve on our Board. | | | Robert Donald Casey III | | | | Age: 37 Director Since: 2025 Class: II | |

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

    | | 9 | 2025 Proxy Statement |

  17. Continuing Directors: Continuing in Office with a Term Expiring at the 2027 Annual Meeting of Stockholders (Class III Directors)

    Continuing Directors: Continuing in Office with a Term Expiring at the 2027 Annual Meeting of Stockholders (Class III Directors)

  18. Continuing Directors: Continuing in Office with a Term Expiring at the 2027 Annual Meeting of Stockholders (Class III Directors)

    | | | Timothy Bliss has served as a member of our Board since 2008. He is a Partner of Partners Fund Capital, a private investment company, a position he has held since 2022, and a Partner of Investment Group of Santa Barbara, a private investment company, 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’ 17 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: 72 Director Since: 2008 Class: III | |

  19. Continuing Directors: Continuing in Office with a Term Expiring at the 2027 Annual Meeting of Stockholders (Class III Directors)

    | | | 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: 50 Director Since: 2023 Class: III | |

  20. Continuing Directors: Continuing in Office with a Term Expiring at the 2027 Annual Meeting of Stockholders (Class III Directors)

    | | 10 | 2025 Proxy Statement |

  21. Continuing Directors: Continuing in Office with a Term Expiring at the 2027 Annual Meeting of Stockholders (Class III Directors)

    | | | Winifred Webb has served as a member of our Board since 2019. Ms. Webb is the founder of Kestrel Corporate Advisors, an advisory services firm. Prior to that, Ms. Webb was Managing Director at Tennenbaum Capital Partners from 2010 to 2013 and, before that, a member of the senior executive team at Ticketmaster Entertainment, Inc. from 2008 to 2010. Prior to joining Ticketmaster, Ms. Webb served for 20 years with The Walt Disney Company in various senior positions, including as 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. from Smith College. In addition, she earned the CERT Certificate in Cybersecurity Oversight from NACD/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: 67 Director Since: 2019 Class: III | |

  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 three director nominees for Class I director who receive the most FOR votes will be elected as directors. Broker non-votes and withhold votes will have no effect on 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 to, or for good cause will not, 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

    | | 11 | 2025 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, 2025. 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. 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 receive a higher retainer for such service. Eligible directors may elect not to receive any compensation for their service. During 2024, 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):

  28. 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 |

  29. 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 unit award of our Class A Common Stock with a fair market value of $250,000 under our 2015 Stock Incentive Plan (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 unit 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. Directors receiving compensation for their service may elect to defer, or convert to restricted stock units, all or part of their cash retainers, and defer all or part of their equity awards under the terms of the Deferred Compensation Plan for Nonemployee Directors. 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 2024 and through the date of this Proxy Statement, Mr. Trigg was our only employee director.

  30. Director Compensation Policy

    | | 24 | 2025 Proxy Statement |

  31. Director Compensation Table

    Director Compensation Table The following table provides information regarding the total compensation that was granted or paid during 2024 to each of our eligible directors who elected to receive compensation in accordance with our Director Compensation Policy:

  32. Director Compensation Table

    | Name(1) | Fees Earned or Paid in Cash(2) ($) | Stock Awards(3) ($) | Total ($) | | Andreas von Blottnitz | 110,000 | 149,864 | 259,864 | | Janet Kerr | 110,000 | 149,864 | 259,864 | | Olivia Nottebohm | 45,000 | 149,864 | 194,864 | | Agnes Bundy Scanlan(4) | 100,000 | 149,864 | 249,864 | | Winifred Webb | 100,000 | 149,864 | 249,864 |

  33. 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 2024. Mr. Wolf elected not to receive compensation for his services on the Board in 2024. (2)Amounts in this column reflect the total cash retainer earned by each director for Board and committee service during 2024. (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 2024 Annual Report. As required by SEC rules and regulations, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. 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. All equity grants made to our directors during 2024 were paid pursuant to the 2015 Plan, which was superseded and replaced by the 2025 Omnibus Incentive Plan on January 1, 2025 (the "2025 Plan"). (4)Ms. Bundy Scanlan deferred her 2024 annual equity award pursuant to our Nonemployee Director Deferred Compensation Plan.

  34. Director Compensation Table

    | | 25 | 2025 Proxy Statement |

  35. Director Compensation Table

    | | Report of the Audit Committee |

  36. Director Compensation Table

    The Audit Committee is a committee of the Board comprised solely of independent directors as required by 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 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 and a report on management's assessment of the effectiveness of our internal controls over financial reporting. Our independent registered public accounting firm, PwC, is responsible for auditing these financial statements and the effectiveness of our internal controls over financial reporting. 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 and management's and PwC's evaluation of the effectiveness of our internal controls over financial reporting with management and PwC; ▪Discussed with PwC the matters required to be discussed by the applicable requirements of the PCAOB and the SEC; and ▪Received the written disclosures and the letter from PwC required by the 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 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 2024 Annual Report. Respectfully submitted by the members of the Audit Committee of the Board:

  37. Corporate Bonus Plan

    Corporate Bonus Plan Our executives participate in the Corporate Bonus Plan, which offers an annual at-risk cash bonus opportunity based on the company's achievement of pre-established performance metrics. The Compensation Committee and the Board believe the annual performance metrics align the interests of our executives with those of our stockholders by tying bonus payout to Company performance against key metrics related to our strategic objectives. The Committee further believes the plan reinforces a strong pay-for-performance culture by directly linking compensation outcomes to measurable results, ensuring that incentives reflect both individual and company success. In designing the Corporate Bonus Plan for recommendation for Board approval, the Compensation Committee considers the following: •Company performance objectives based on Board-approved annual targets, aligned with our long-term strategic objectives focused on sustainable growth. •The use of threshold, target, and maximum bonus payout levels to strike the right balance between compensation incentives and risk tolerance. With respect to fiscal year 2024, 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 based on a number of items, including the executive’s responsibilities, base salary, our projected financial performance, and a review of compensation data in our industry.

  38. Corporate Bonus Plan

    | Name | 2024 Bonus Plan Target Cash Bonus Amount ($) | | Shane Trigg | 550,000 | | Tim Eaton | 116,000 | | Matt Mazza | 240,000 | | Fay Sien Goon(1) | 450,000 |

  39. Corporate Bonus Plan

    (1)Ms. Goon received a prorated portion of her annual bonus in 2024 in the amount of $367,397 pursuant to the terms of the Transition and Separation Agreement she entered into with the Company. Please see the section below titled "Potential Payments Upon Termination or Change in Control" for further details regarding such agreement.

  40. Corporate Bonus Plan

    | | 31 | 2025 Proxy Statement |

  41. 2024 Performance Metrics and Payout Curves

    2024 Performance Metrics and Payout Curves Under the Company's incentive compensation framework, both the cash bonuses earned under the Corporate Bonus Plan and the shares of Class A Common Stock earned under the Long-Term Equity Incentive Plan are based entirely on the Company's performance relative to pre-established performance metrics. In 2024, the Compensation Committee and the Board selected the following performance metrics (the "2024 Performance Metrics"): •Residential property manager units added to our platform in 2024 via a new contract or contract addendum, net of cancellations ("Booked Residential Units"); •2024 annual GAAP consolidated revenue ("Revenue"); and •Adjusted GAAP operating margin, defined as GAAP operating margin less non-recurring transactions such as lease remeasurements or impairments and executive departures ("Adjusted GAAP Operating Margin"). The 2024 Performance Metrics are weighted as follows: •40% Booked Residential Units •30% Revenue •30% Adjusted GAAP Operating Margin The Compensation Committee and the Board selected these performance measures to drive sustained revenue growth and business expansion, while maintaining a strong emphasis on cost discipline and core operational performance. The threshold, target, and maximum levels for the 2024 Performance Metrics are outlined in the table below. In alignment with the 2024 Performance Metrics and the following payout curves, and after a review of applicable financial results, our Compensation Committee approved the following achievements:

  42. 2024 Performance Metrics and Payout Curves

    | | Threshold | | Target | | Maximum | | | | Name | Attainment | Payout | Attainment | Payout | Attainment | Payout | Actual Payout | | Booked Residential Units | 85% | 50% | 100% | 100% | 120% | 200% | 102% | | Revenue | 97% | 75% | 100% | 100% | 106% | 150% | 123% | | Adjusted GAAP Operating Margin | 85% | 50% | 100% | 100% | 115% | 150% | 150% | | Blended Payout | | | | | | | 123% |

  43. 2024 Corporate Bonus Plan Payouts

    2024 Corporate Bonus Plan Payouts The actual payments made to each NEO pursuant to the 2024 Corporate Bonus Plan, all of which were approved by the Board or Compensation Committee, as appropriate, are set forth below and reflect a blended achievement of 123%. These amounts represent a one-time payment following Compensation Committee approval of the attainment level:

  44. 2024 Corporate Bonus Plan Payouts

    | Name | 2024 Corporate Bonus Plan Actual Payout Amount ($) | | Shane Trigg | 671,291 | | Tim Eaton | 135,642 | | Matt Mazza | 293,325 | | Fay Sien Goon(1) | 367,397 |

  45. 2024 Corporate Bonus Plan Payouts

    (1)Ms. Goon received a prorated portion of the 2024 Corporate Bonus Plan payout in the amount of $367,397 pursuant to the terms of the Transition and Separation Agreement she entered into with the Company. Please see the section below titled "Potential Payments Upon Termination or Change in Control" for further details regarding such agreement.

  46. 2024 Corporate Bonus Plan Payouts

    | | 32 | 2025 Proxy Statement |

  47. One-Time Bonus Payouts - Shane Trigg

    One-Time Bonus Payouts - Shane Trigg In 2023, Mr. Trigg received a one-time sign-on bonus equal to $300,000 in connection with his appointment as the Company's President and Chief Executive Officer. At the time of the award, the sign-on 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). The terms of the clawback were fulfilled by Mr. Trigg's continued employment through March 1, 2024. As such, the value of the award has been realized and is reflected in the "Summary Compensation Table." In 2024, Mr. Trigg received a one-time bonus equal to $480,000 in recognition of his strong performance as the Company's President and Chief Executive Officer. This bonus reflects the immediate impact of his leadership, as demonstrated by significant progress on key strategic initiatives, measurable improvements in Company performance, and enhanced alignment with organizational goals.

  48. Long-Term Equity Incentive Plan

    Long-Term Equity Incentive Plan In 2024, we maintained the 2015 Plan, which provided for the issuance of various types of equity awards including time-based restricted stock units ("RSUs") and performance-based stock units ("PSUs"), which may be settled for shares of our Class A Common Stock or cash. We believe that the issuance of RSUs and PSUs effectively aligns the interests of our executives with those of our stockholders by incentivizing the creation of long-term, sustainable Company value. In addition, RSUs and PSUs hold value for recipients even in the absence of stock price appreciation, providing retention and motivation during periods of market volatility. This approach also allows us to grant fewer shares of common stock compared to stock options with an equivalent grant date fair value, maximizing the efficiency of our equity compensation program and minimizing shareholder dilution. When determining equity compensation, the Compensation Committee selected a 60/40 mix between PSUs and RSUs to balance the company's focus on performance and executive retention. The 60% weighting of PSUs reflects the company's commitment to a pay-for-performance philosophy, ensuring that a significant portion of equity compensation is directly tied to the achievement of key financial and strategic objectives. This design aligns executive compensation with stockholder interests and company performance. The remaining 40% allocated to RSUs serves as a retention tool, promoting leadership stability and encouraging sustained long-term value creation for stockholders. The table below summarizes the total combined fair market value of long-term equity awards granted in 2024, along with the total number of shares awarded. Detailed breakdowns of the performance-based and time-based awards are presented in the tables that follow.

  49. Long-Term Equity Incentive Plan

    | Name | Value ($) | Shares (#) | | Shane Trigg | 3,000,240 | 17,220 | | Tim Eaton | 500,143 | 2,131 | | Matt Mazza | 1,600,101 | 9,183 | | Fay Sien Goon(1) | 1,000,172 | 5,740 |

  50. Long-Term Equity Incentive Plan

    (1)Ms. Goon received a prorated portion of the 2024 equity award pursuant to the terms of the Transition and Separation Agreement she entered into with the Company. Please see the section below titled "Potential Payments Upon Termination or Change in Control" for further details regarding such agreement.

  51. 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 2024 fiscal year:

  52. Time-Based Restricted Stock Unit Grants

    | Name | Value ($) | Shares (#) | | Shane Trigg | 1,200,096 | 6,888 | | Tim Eaton | 500,143 | 2,131 | | Matt Mazza | 640,094 | 3,673 | | Fay Sien Goon(1) | 400,124 | 2,296 |

  53. Time-Based Restricted Stock Unit Grants

    (1)Ms. Goon received a prorated portion of the 2024 equity award pursuant to the terms of the Transition and Separation Agreement she entered into with the Company. Please see the section below titled "Potential Payments Upon Termination or Change in Control" for further details regarding such agreement.

  54. Time-Based Restricted Stock Unit Grants

    | | 33 | 2025 Proxy Statement |

  55. Time-Based Restricted Stock Unit Grants

    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 and will be settled in shares of our Class A Common Stock.

  56. Performance-Based Restricted Stock Unit Grants

    Performance-Based Restricted Stock Unit Grants

  57. PSU Awards

    PSU Awards Our Compensation Committee approved the following performance-based restricted stock unit grants ("PSU Awards") with respect to the 2024 fiscal year:

  58. PSU Awards

    | Name | Value at Target(1) ($) | Shares at Target(1) (#) | | Shane Trigg | 1,800,144 | 10,332 | | Tim Eaton(2) | — | — | | Matt Mazza | 960,007 | 5,510 | | Fay Sien Goon(3) | 600,048 | 3,444 |

  59. PSU Awards

    (1)The value of the award and number of shares assumes 100% performance metric achievement. (2)Mr. Eaton was not a named executive officer at the time the 2024 PSU Awards were granted and did not receive a 2024 PSU Award. (3)Ms. Goon received a prorated portion of the 2024 PSU award pursuant to the terms of the Transition and Separation Agreement she entered into with the Company. Please see the section below titled "Potential Payments Upon Termination or Change in Control" for further details regarding such agreement. The foregoing PSU Awards are collectively referred to as the "2024 PSU Awards". The 2024 PSU Awards performance-vested based on the achievement of the pre-established performance metrics measured over a one-year performance period ending on December 31, 2024, and will be settled in shares of our Class A common stock. The 2024 PSU Awards were tied to the achievement of the 2024 Performance Metrics. The actual number of shares of our Class A Common Stock to be issued in settlement of any given 2024 PSU Award ranges from 0% to 170% of the target 2024 PSU Award Class A Common Stock amount, as determined by a payout curve. The threshold, target, and maximum levels for each 2024 PSU Award performance metric are outlined in the table below. In alignment with the 2024 Performance Metrics and payout curves described above, and following a review of applicable financial results, our Compensation Committee approved the following achievements:

  60. PSU Awards

    | | Threshold | | Target | | Maximum | | | | Name | Attainment | Payout | Attainment | Payout | Attainment | Payout | Actual Payout | | Booked Residential Units | 85% | 50% | 100% | 100% | 120% | 200% | 102% | | Revenue | 97% | 75% | 100% | 100% | 106% | 150% | 123% | | Adjusted GAAP Operating Margin | 85% | 50% | 100% | 100% | 115% | 150% | 150% | | Blended Payout | | | | | | | 123% |

  61. 2024 PSU Award Payouts

    2024 PSU Award Payouts One-third of the 2024 PSU Awards vested in connection with the achievement of the performance metrics on February 10, 2025. The remaining two-thirds will fully vest in equal quarterly installments over the following two years, subject to the NEO’s continued employment through the applicable vesting dates. The table below sets forth the actual aggregate number of shares of our Class A Common Stock issued, or to be issued, in settlement of the 2024 PSU Awards. These amounts are based on a blended achievement of 123% and are subject to the satisfaction of the foregoing vesting condition:

  62. 2024 PSU Award Payouts

    | | 34 | 2025 Proxy Statement |

  63. 2024 PSU Award Payouts

    | Name | Aggregate Number of Shares Issued under 2024 PSU Award | | Shane Trigg | 12,709 | | Tim Eaton(1) | — | | Matt Mazza | 6,778 | | Fay Sien Goon(2) | 2,825 |

  64. 2024 PSU Award Payouts

    (1)Mr. Eaton was not a named executive officer at the time the 2024 PSU Awards were granted and did not receive a 2024 PSU Award. (2)Ms. Goon received the above prorated portion of the 2024 PSU Awards pursuant to the terms of the Transition and Separation Agreement she entered into with the Company. Please see the section below titled "Potential Payments Upon Termination or Change in Control" for further details regarding such agreement.

  65. Stock Options and Stock Appreciation Rights

    Stock Options and Stock Appreciation Rights We do not currently grant stock options, stock appreciation rights or similar option-like instruments. Accordingly, we do not have a specific policy or practice on the timing of such awards in relation to our disclosure of material nonpublic information. In the event we determine to grant such awards, we will evaluate the appropriate steps to take in relation to the foregoing.

  66. Employment Agreements and Similar Arrangements

    Employment Agreements and Similar Arrangements We have entered into employment agreements with Messrs. Trigg and Mazza. We entered into an employment agreement with Ms. Goon in 2021, and later entered into a Transition and Separation Agreement with Ms. Goon on November 8, 2024. Please see the sections below titled “Narrative Disclosure to Summary Compensation Table", "Grants of Plan-Based Awards Table", and “Potential Payments Upon Termination or Change in Control” for further details regarding such agreements. We have not entered into an employment agreement with Mr. Eaton.

  67. Summary Compensation Table

    Summary Compensation Table The following table sets forth summary compensation information for our NEOs for the years ended December 31, 2024, 2023, and 2022:

  68. Summary Compensation Table

    | 9 | Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Option Awards (3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | All Other Compensation(5) ($) | Total ($) | | | Shane Trigg President and Chief Executive Officer | 2024 | 545,765 | 780,000 | 3,000,240 | — | 671,291 | 21,669 | 5,018,965 | | | | 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 | | | Tim Eaton(6) Interim Chief Financial Officer | 2024 | 286,239 | — | 500,143 | — | 135,642 | 43,677 | 965,701 | | | Matt Mazza Chief Trust Officer | 2024 | 397,459 | — | 1,600,101 | — | 293,325 | 11,068 | 2,301,953 | | | | 2023 | 383,269 | — | 1,500,097 | — | 318,575 | 19,875 | 2,221,816 | | | | 2022 | 375,000 | — | — | — | 249,750 | 10,393 | 635,143 | | | Fay Sien Goon(6) Former Chief Financial Officer | 2024 | 370,858 | — | 1,000,172 | — | — | 858,627 | 2,229,657 | | | | 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 |

  69. Summary Compensation Table

    (1)Amount reported for 2024 includes (i) a $300,000 bonus awarded upon Mr. Trigg's appointment as Chief Executive Officer in 2023, reflected in 2024 compensation as it is no longer subject to clawback; and (ii) an additional bonus awarded in 2024 in recognition of Mr. Trigg's excellent performance since assuming the role of CEO. (2)Amounts shown in this column do not necessarily reflect the actual value received or to be received by our NEOs. Instead, these amounts reflect the aggregate grant date fair value of the time-based restricted stock units and PSU Awards granted to the applicable NEO, 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 with respect to the PSU Awards granted to our NEOs in fiscal year 2024, the aggregate grant date fair value is $1,800,144 and $960,007 for Messers. Trigg and Mazza, respectively. Given Ms. Goon's separation, she would not have been eligible to receive above target. Mr. Eaton did not receive a PSU Award in 2024. 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 2024 Annual Report. See “Compensation Discussion and Analysis–Long Term Equity Incentive Plan” for more information concerning the time-based restricted stock units and 2024 PSU Awards granted in 2024. (3)Amounts shown in this column do not necessarily reflect the actual value received or to be received by our NEOs. Instead, these amounts reflect the aggregate grant date fair value of the options granted to the applicable NEO, 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 2024 Annual Report. (4)Amounts shown in this column reflect the amounts earned by our NEOs under our Corporate Bonus Plan. See “Compensation Discussion and Analysis–Corporate Bonus Plan” for more information concerning the annual cash performance bonuses earned by the NEOs in 2024. (5)The amounts reported in the 'All Other Compensation' column are detailed in the table below. The 'Other Compensation and Benefits' includes a paid time off (PTO) payout for Mr. Eaton, as well as severance payments and the cost of 12 month COBRA coverage for Ms. Goon, as outlined in the 'Potential Payments upon Termination or Change in Control' section.

  70. Summary Compensation Table

    | Name | Insurance Premiums ($) | Medical Expense Reimbursement ($) | 401(k) match ($) | Other Compensation and Benefits ($) | Total Other Benefits ($) | | Shane Trigg | 504 | 9,665 | 11,500 | — | 21,669 | | Tim Eaton | 252 | — | 11,500 | 31,925 | 43,677 | | Matt Mazza | 504 | 1,276 | 9,288 | — | 11,068 | | Fay Sien Goon | 504 | 11,200 | 10,981 | 835,942 | 858,627 |

  71. Summary Compensation Table

    (6)Mr. Eaton was appointed Interim Chief Financial Officer on October 25, 2024. Ms. Goon resigned as Chief Financial Officer on October 25, 2024 .

  72. Summary Compensation Table

    | | 38 | 2025 Proxy Statement |

  73. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table presents, for each of our NEOs, information concerning grants of plan-based awards made during fiscal year 2024.

  74. 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: Number of Shares of Stock or Units(2) (#) | Grant Date Fair Value of Stock and Option Awards(3) ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Shane Trigg | — (4) | 319,000 | 550,000 | 935,000 | — | — | — | — | — | | | 1/24/24 | — | — | — | — | — | — | 6,888 | 1,200,096 | | | 1/24/24 | — | — | — | 5,993 | 10,332 | 17,565 | — | 1,800,144 | | Tim Eaton | — (4) | 67,280 | 116,000 | 197,200 | — | — | — | — | — | | | 3/5/24 | — | — | — | — | — | — | 1,276 | 300,039 | | | 3/11/24 | — | — | — | — | — | — | 855 | 200,104 | | Matt Mazza | — (4) | 139,200 | 240,000 | 408,000 | — | — | — | — | — | | | 1/23/24 | — | — | — | — | — | — | 3,673 | 640,094 | | | 1/24/24 | — | — | — | 3,196 | 5,510 | 9,367 | — | 960,007 | | Fay Sien Goon(5) | — (4) | 261,000 | 450,000 | 765,000 | — | — | — | — | — | | | 1/23/24 | — | — | — | — | — | — | 2,296 | 400,124 | | | 1/24/24 | — | — | — | 1,998 | 3,444 | 5,855 | — | 600,048 |

  75. Grants of Plan-Based Awards

    (1)Amounts shown in this column reflect the 2024 PSU Awards granted to certain of our NEOs under the 2015 Plan in fiscal year 2024. (2)Amounts shown in this column reflect the time-based restricted stock unit awards granted to certain of our NEOs under the 2015 Plan in fiscal year 2024. (3)Amounts shown in this column reflect the grant date fair value of stock awards (at the target level in the case of the 2024 PSU Awards) granted to our NEOs in fiscal year 2024, as computed in accordance with FASB ASC Topic 718. (4)Amounts shown in these rows reflect the threshold, target, and maximum cash amounts that each NEO was eligible to receive with respect to the 2024 fiscal year under our 2024 Corporate Bonus Plan. The actual amounts paid to our NEOs under our 2024 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." (5)Pursuant to the terms of the Transition and Separation Agreement, Ms. Goon received a prorated portion of the annual cash bonus opportunity that she was eligible to receive under our 2024 Corporate Bonus Plan in the amount of $367,397. See the Summary Compensation Table above for more information concerning the treatment of certain unvested equity awards held by Ms. Goon in connection with her resignation and “Potential Payments Upon Termination or Change in Control” below for more information regarding the benefits that Ms. Goon received under terms of the Transition and Separation Agreement .

  76. Grants of Plan-Based Awards

    | | 39 | 2025 Proxy Statement |

  77. 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 In 2023, we entered into an employment agreement with Mr. Trigg, and in 2025, we entered into an employment agreement with Mr. Mazza. We entered into an employment agreement with Ms. Goon in 2021, and, in connection with her resignation on October 25, 2024, we entered into a Transition and Separation Agreement. Set forth below is a summary of certain of the terms of these agreements.

  78. Mr. Trigg’s Employment Agreement

    Mr. Trigg’s Employment Agreement On March 1, 2023, we entered into an amended and restated employment agreement with Mr. Trigg in connection with his appointment as our President and Chief Executive Officer. His employment agreement provides for "at will" employment and sets forth the terms and conditions of Mr. Trigg's employment, including an annual base salary of at least $525,000, an annual bonus opportunity under our Corporate Bonus Plan equal to 100% of his annual base salary at target, a one-time sign-on bonus of $300,000 (which 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), a special one-time award of time-based restricted stock units having an aggregate value of $1,500,000 (which grant was additive to additional time-based restricted stock units granted to Mr. Trigg earlier in 2023), a special one-time award of time-based options to purchase a total of 120,000 shares of the Company's Class A Common Stock, and, subject to approval of the Board, in each of fiscal years 2024, 2025, 2026 and 2027, time-based restricted stock units and performance share unit awards covering a number of shares of the Company's Class A Common Stock having an aggregate value of (i) no less than $3,000,000 annually in fiscal years 2024 and 2025, and (ii) no less than $3,500,000 annually in fiscal years 2026 and 2027. Mr. Trigg’s employment agreement also provides for certain severance benefits upon specified termination events. Please see the section below entitled “Potential Payments Upon Termination or Change in Control” for more information regarding such severance benefits.

  79. Mr. Mazza's Employment Agreement

    Mr. Mazza's Employment Agreement During 2024, Mr. Mazza was not a party to an employment agreement with the Company. On February 6, 2025, we entered into an employment agreement with Mr. Mazza in connection with his appointment as our Chief Trust Officer. The employment agreement provides for “at-will” employment and sets forth the terms and conditions of Mr. Mazza’s employment, including an annual base salary of at least $420,000, an annual bonus opportunity under our corporate bonus plan equal to 60% of his annual base salary at target, and for 2025, time-based restricted stock units and performance share unit awards covering a number of shares of the Company’s Class A Common Stock having an aggregate value of $1,800,000 on the date of grant at target. Mr. Mazza’s employment agreement also provides for certain severance benefits upon specified termination events. Please see the section below entitled “Potential Payments Upon Termination or a Change in Control” for more information regarding such severance benefits.

  80. Ms. Goon’s Employment Agreement

    Ms. Goon’s Employment Agreement On September 15, 2021, we entered into an employment agreement with Ms. Goon in connection with her appointment as our Chief Financial Officer, starting October 18, 2021. Her employment agreement provided for “at will” employment and set forth the terms and conditions of Ms. Goon's employment, including an annual base salary, eligibility to participate in our employee benefit plans, and eligibility to participate under the Corporate Bonus Plan. Ms. Goon’s employment agreement also provided for certain severance benefits upon specified termination events. On November 8, 2024, we entered into a Transition and Separation Agreement with Ms. Goon in connection with her resignation as the Company's Chief Financial Officer (which agreement became effective on November 16, 2024). Please see the section below titled "Potential Payments Upon Termination or Change in Control" for more information regarding such agreement.

  81. Ms. Goon’s Employment Agreement

    | | 40 | 2025 Proxy Statement |

  82. 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, 2024:

  83. 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) | | Shane Trigg | 1/24/24 | — | — | — | — | — | 12,709(2) | 3,135,564(2) | | | 1/24/24 | — | — | — | — | — | 5,596(3) | 1,380,645(3) | | | 3/1/23 | — | 120,000(4) | 120,000(4) | 129.74(4) | 3/1/2033(4) | — | — | | | 3/1/23 | — | — | — | — | — | 6,673(5) | 1,646,363 | | | 1/25/23 | — | — | — | — | — | 16,826(6) | 4,151,311 | | | 1/24/23 | — | — | — | — | — | 14,078(7) | 3,473,324 | | | 12/13/21 | — | — | — | — | — | 1,064(8) | 262,510 | | | 12/13/21 | — | — | — | — | — | 2,336(9) | 576,338 | | | 4/13/20 | — | — | — | — | — | 6,294(10) | 1,552,856 | | Tim Eaton | 3/11/24 | — | — | — | — | — | 694(11) | 171,224 | | | 3/5/24 | — | — | — | — | — | 1,037(12) | 255,849 | | | 11/6/23 | — | — | — | — | — | 743(13) | 183,313 | | | 3/6/23 | — | — | — | — | — | 1,321(14) | 325,917 | | | 2/9/22 | — | — | — | — | — | 681(15) | 168,016 | | Matt Mazza | 1/24/24 | — | — | — | — | — | 6,778(2) | 1,672,268 | | | 1/23/24 | — | — | — | — | — | 2,984(3) | 736,212 | | | 1/25/23 | — | — | — | — | — | 3,604(6) | 889,179 | | | 1/24/23 | — | — | — | — | — | 3,017(7) | 744,354 | | | 12/13/21 | — | — | — | — | — | 925(8) | 228,216 | | | 12/13/21 | — | — | — | — | — | 2,032(9) | 501,335 | | | 10/27/21 | — | — | — | — | — | 7,706(16) | 1,901,224 | | | 1/19/21 | — | — | — | — | — | 291(17) | 71,796 | | Fay Sien Goon(18) | | — | — | — | — | — | — | — |

  84. Outstanding Equity Awards at Fiscal Year End

    (1)The amounts shown in this column were calculated based on the closing price of our Class A Common Stock on December 31, 2024 (the last trading day of fiscal year 2024), which was $246.72. (2)The amount shown represents 2024 PSU Awards of our Class A Common Stock granted to the applicable named executive officer on January 24, 2024 pursuant to the 2015 Plan. Such performance awards vest based on the achievement of pre-established financial metrics with a December 31, 2024 measurement date, and are reflected in the table as earned at 123% of target. One-third of the performance-vested 2024 PSU Awards fully vested on achievement of the performance metrics on February 10, 2025. The remaining shares will vest quarterly through February 10, 2027, subject to the applicable named executive officer’s continued employment through the applicable vesting dates. (3)The amount shown represents time-based restricted stock unit awards of our Class A Common Stock granted to the applicable named executive officer on January 24, 2024 pursuant to the 2015 Plan. These awards vest over four years in equal quarterly installments, commencing on May 10, 2024, subject to the applicable named executive officer’s continued employment through the applicable vesting date. (4)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.

  85. Outstanding Equity Awards at Fiscal Year End

    | | 41 | 2025 Proxy Statement |

  86. Outstanding Equity Awards at Fiscal Year End

    (5)This amount shown 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. (6)The amount shown represents 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 were subject to 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 upon certification of the performance metrics on February 10, 2024. The remaining shares vest quarterly through February 10, 2026, subject to the applicable named executive officer’s continued employment through the applicable vesting dates. (7)The amount shown 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. (8)The amount shown 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 were subject to 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. The remaining awards vested through February 10, 2025. (9)The amount shown 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. (10)The amount shown 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. (11)The amount shown represents a time-based restricted stock unit award of our Class A Common Stock granted to Mr. Eaton on March 11, 2024 pursuant to the 2015 plan. This award vests over four years in equal quarterly installments, commencing on May 10, 2024, subject to Mr. Eaton's continued employment through the applicable vesting date. (12)The amount shown represents a time-based restricted stock unit award of our Class A Common Stock granted to Mr. Eaton on March 5, 2024 pursuant to the 2015 plan. This award vests over four years in equal quarterly installments, commencing on May 10, 2024, subject to Mr. Eaton's continued employment through the applicable vesting date. (13)The amount shown represents a time-based restricted stock unit award of our Class A Common Stock granted to Mr. Eaton on November 6, 2023 pursuant to the 2015 plan. This award vests over four years in equal quarterly installments, commencing on November 10, 2023, subject to Mr. Eaton's continued employment through the applicable vesting date. (14)The amount shown represents a time-based restricted stock unit award of our Class A Common Stock granted to Mr. Eaton on March 6, 2023 pursuant to the 2015 plan. This award vests over four years in equal quarterly installments, commencing on May 10, 2023, subject to Mr. Eaton's continued employment through the applicable vesting date. (15)The amount shown represents a time-based restricted stock unit award of our Class A Common Stock granted to Mr. Eaton on February 9, 2022 pursuant to the 2015 plan. This award vests over four years in equal quarterly installments, commencing on February 10, 2022, subject to Mr. Eaton's continued employment through the applicable vesting date. (16)The amount shown represents time-based restricted stock unit awards of our Class A Common Stock granted 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 Mr. Mazza's continued employment through the applicable vesting date. (17)The amount shown 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. (18)Ms. Goon has no outstanding equity awards, as all awards were prorated in accordance with the Transition and Separation Agreement she entered into with the Company in the amount of $6,412,031. Please see the section below titled "Potential Payments Upon Termination or Change in Control" for further details regarding such agreement.

  87. Outstanding Equity Awards at Fiscal Year End

    | | 42 | 2025 Proxy Statement |

  88. 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 2024, including the number of shares acquired upon exercise or vesting and the value realized as determined based on applicable SEC rules.

  89. Option Exercises and Stock Vested

    | | Option Awards | | Equity Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Shane Trigg | — | — | 49,092 | 11,321,506 | | Tim Eaton | — | — | 1,910 | 438,597 | | Matt Mazza | — | — | 22,157 | 5,012,373 | | Fay Sien Goon(2) | — | — | 65,367 | 13,636,924 |

  90. Option Exercises and Stock Vested

    (1)The amounts shown reflect the number of shares of Class A Common Stock issued to the NEOs in settlement of the vesting of restricted stock units multiplied by the closing price of our Class A Common Stock on the applicable vesting date. (2)Of this total, Ms. Goon received 30,197 shares through accelerated vesting pursuant to the terms of the Transition and Separation Agreement she entered into with the Company.

  91. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  92. The 2015 Plan

    The 2015 Plan Pursuant to the 2015 Plan, the form of award agreement that applies to all outstanding time-based restricted stock unit awards thereunder, and the form of award agreement that applies to all outstanding PSU Awards thereunder, if a participant’s employment is terminated for any reason, the participant will forfeit all unvested time-based restricted stock units and all unvested PSU Awards, unless, in each case, otherwise determined by the Compensation Committee. Pursuant to the 2015 Plan and the form of award agreement that applies to all outstanding stock options thereunder, if a participant’s employment is terminated for any reason, the participant’s stock option privileges will be limited to the options then exercisable on the date of termination and expire unless exercised within a certain period of time ranging from the date of termination to 12 months after such date, unless otherwise determined by the Compensation Committee. In the case of a Corporate Transaction (as defined in the 2015 Plan), any or all outstanding awards may be assumed or replaced by the successor corporation, which assumption or replacement will be binding on all participants. In the alternative, the successor corporation may substitute equivalent awards or provide substantially similar consideration to participants as was provided to stockholders (after taking into account the existing provisions of the awards). The successor corporation may also issue, in place of outstanding shares of Class A Common Stock held by the participant, substantially similar shares or other property subject to repurchase restrictions no less favorable to the participant. In the event such successor or acquiring corporation (if any) refuses to assume, convert, replace or substitute awards pursuant to a Corporate Transaction, then such awards will have their vesting accelerate as to all shares subject to such award immediately prior to the Corporate Transaction.

  93. Corporate Bonus Plan

    Corporate Bonus Plan Pursuant to the Corporate Bonus Plan, if a participant's employment terminates for any reason prior to the bonus payment date, the participant will not earn the bonus.

  94. Mr. Trigg’s Employment Agreement

    Mr. Trigg’s Employment Agreement

  95. Termination Without Cause or Resignation for Good Reason

    Termination Without Cause or Resignation for Good Reason Mr. Trigg's employment agreement provides that if he is terminated by us other than for Cause or Mr. Trigg resigns for Good Reason (other than in connection with a Corporate Transaction, as each term is defined in his employment agreement), then Mr. Trigg will be entitled to receive 12 months of base salary continuation, payment of any earned but unpaid annual bonus in respect of the prior completed fiscal year, a prorated cash bonus award for the fiscal year in which such termination occurs (but not greater than target-level performance), up to 12 months of COBRA premiums, and the equity award treatment described in the following paragraph. Payment of such amounts is conditioned upon the effectiveness of a general release of claims in favor of the Company and continuing compliance with certain restrictive covenants.

  96. Termination Without Cause or Resignation for Good Reason

    With respect to each outstanding time-based restricted stock unit award held by Mr. Trigg, if his employment is terminated on or prior to December 31, 2024, the portion of such time-based restricted stock unit award that would have vested had he remained employed through December 31, 2025 will accelerate upon such termination, or, if his employment is terminated following December 31, 2024, the portion of such time-based restricted stock unit award that would have vested had he remained employed with us for an additional 12 months will accelerate upon such termination. With respect to each outstanding PSU Award held by Mr. Trigg, each PSU Award will, to the extent the performance conditions applicable to the PSU Award have not been satisfied, accelerate on a prorated basis based on the number full or partial calendar months Mr. Trigg is employed by us during the applicable performance period and achievement of the applicable performance metrics determined by the Board based on forecasted results (but not greater than target-level performance), or, to the extent such performance conditions applicable to the PSU Award have been satisfied, the portion of such PSU Award that would have vested had Mr. Trigg remained employed with us for an additional 12 months will accelerate upon such termination. With respect to each outstanding and unvested time-based option held by Mr. Trigg, a prorated portion based on the number of full or partial calendar months elapsed between the applicable vesting commencement date and the date of such termination will accelerate upon such termination, with the vested time-based options remaining exercisable until the earlier of 18 months following such termination and the applicable expiration date of the options.

  97. Death or Disability

    Death or Disability Mr. Trigg’s employment agreement provides that if he is terminated due to death or disability, then Mr. Trigg will be entitled to receive payment of any earned but unpaid annual bonus in respect of the prior completed fiscal year, a prorated cash bonus award for the fiscal year in which such termination occurs (but not greater than target-level performance), up to 12 months of COBRA premiums, and the equity award treatment described in the following paragraph. With respect to each outstanding time-based restricted stock unit award held by Mr. Trigg, such outstanding time-based restricted stock unit will fully accelerate. With respect to each outstanding PSU Award held by Mr. Trigg, such outstanding PSU Award will fully accelerate provided that, to the extent that the applicable performance condition has not been satisfied, the level of achievement of the applicable performance metrics will be determined by the Board based on forecasted results (but not greater than target-level performance). With respect to each outstanding and unvested time-based option held by Mr. Trigg, a prorated portion based on the number of full or partial calendar months elapsed between the applicable vesting commencement date and the date of such termination will accelerate upon such termination, with the vested time-based options remaining exercisable until the earlier of 18 months following such termination and the applicable expiration date of the options.

  98. Termination in Connection with Change In Control

    Termination in Connection with Change In Control Mr. Trigg's employment agreement provides that if his employment with us is terminated by us other than for Cause, or Mr. Trigg resigns for Good Reason, on or within 12 months following the consummation of a Corporate Transaction (as each term is defined in his employment agreement), then, in addition to the severance benefits described above, all outstanding time-based restricted stock units and PSU Awards held by Mr. Trigg will accelerate and become fully-vested (provided that with respect to the PSU Awards, the level of achievement of the applicable performance metrics will be determined by the Board based on forecasted results (but not greater than target-level performance). In addition, the employment agreement provides that if the outstanding equity awards held by Mr. Trigg immediately prior to the consummation of a Corporate Transaction are not assumed or substituted for value upon such Corporate Transaction, such equity awards will accelerate and become fully-vested immediately prior to such Corporate Transaction. Payment of such amounts is conditioned upon the effectiveness of a general release of claims in favor of the Company and continuing compliance with certain restrictive covenants.

  99. Mr. Mazza's Employment Agreement

    Mr. Mazza's Employment Agreement

  100. Termination Without Cause or Resignation for Good Reason

    Termination Without Cause or Resignation for Good Reason Mr. Mazza’s employment agreement provides that if he is terminated by us other than for Cause or Mr. Mazza resigns for Good Reason (other than in connection with a Corporate Transaction, as each term is defined in his employment agreement), then Mr. Mazza will be entitled to receive nine months of base salary continuation, payment of any earned but unpaid annual bonus in respect of the prior completed fiscal year, a prorated cash bonus award for the fiscal year in which such termination occurs (but not greater than target-level performance), and up to nine months of COBRA premiums. Payment of such amounts is conditioned upon the effectiveness of a general release of claims in favor of the Company and continuing compliance with certain restrictive covenants.

  101. Death or Disability

    Death or Disability Mr. Mazza’s employment agreement provides that if he is terminated due to death or disability, then Mr. Mazza will be entitled to receive a lump sum payment in an amount equal to six months of his then current base salary and the equity award treatment described in the following paragraph. With respect to each outstanding time-based restricted stock unit award held by Mr. Mazza, the portion of such time-based restricted stock unit award that would have vested had he remained employed with us for an additional 12 months will accelerate upon such termination. With respect to each outstanding PSU Award held by Mr. Mazza, each PSU Award will accelerate on a prorated basis based on the number of days Mr. Mazza is employed by us during the applicable performance period and achievement of the applicable performance metrics determined by the Board based on forecasted results (but not greater than target-level performance).

  102. Termination in Connection with Change in Control

    Termination in Connection with Change in Control Mr. Mazza’s employment agreement provides that if his employment with us is terminated by us other than for Cause, or Mr. Mazza resigns for Good Reason, on or within 12 months following the consummation of a Corporate Transaction (as each term is defined in his employment agreement), then, in addition to the severance benefits described above, all outstanding equity awards held by Mr. Mazza will accelerate and become fully-vested. In addition, the employment agreement provides that if the outstanding equity awards held by Mr. Mazza immediately prior to the consummation of a Corporate Transaction are not assumed or substituted for value upon such Corporate Transaction, such equity awards will accelerate and become fully-vested immediately prior to such Corporate Transaction (with the level of performance achievement of the applicable performance goals determined by the Board based on forecasted results (but not greater than target-level performance)). Payment of such amounts is conditioned upon the effectiveness of a general release of claims in favor of the Company and continuing compliance with certain restrictive covenants.

  103. Ms. Goon's Transition and Separation Agreement

    Ms. Goon's Transition and Separation Agreement On November 8, 2024, we entered into a Transition and Separation Agreement with Ms. Goon in connection with her resignation as the Company's Chief Financial Officer (which agreement became effective on November 16, 2024). The Transition and Separation Agreement supersedes Ms. Goon's employment agreement with us. Pursuant to the terms of the Transition and Separation Agreement, she received the following separation benefits: (i) an aggregate lump sum cash payment of $817,397 which represented 12 months of her then-base salary ($450,000) and a pro rata portion of her annual bonus under the Corporate Bonus Plan for the period of January 1, 2024 through October 25, 2024 ($367,397); (ii) 12 months of COBRA premiums paid by us; (iii) continued participation in the Company's Executive Medical Reimbursement Program through the end of the calendar year 2024; and (iv) the accelerated vesting of 15,941 time-based restricted stock units and 14,256 PSUs and settlement of those units on a one-for-one basis in shares of our Class A Common Stock. With respect to the time-based restricted stock units, the amount accelerated equals the portion of all of the outstanding and unvested time-based restricted stock units held by Ms. Goon on the date of her resignation that would have vested had she remained employed with us for an additional 12 months. With respect to the PSU Awards, the amount accelerated equals a prorated portion of the outstanding and unvested PSU Awards held by Ms. Goon on the date of her resignation determined based on the number of days the she was employed by us during the applicable performance period for each award and achievement of the applicable performance goals at the target-level performance. The total value of the accelerated equity awards, based on the closing price of our Class A Common Stock on October 25, 2024, was $6,412,031.

  104. Ms. Goon's Transition and Separation Agreement

    | Benefits and Payments Upon Termination | Termination Due to Death or Disability ($) | Termination by the Company Without Cause or by the Executive for Good Reason (a “Qualifying Termination”) Not on or Within 12 Months Following Change in Control ($) | Qualifying Termination on or Within 12 Months Following Change in Control ($) | | Shane Trigg | | | | | Cash Severance Payments | 671,291(1) | 1,221,291(2) | 1,221,291(2) | | Accelerated Vesting of Equity Awards | 23,228,594(3) | 17,177,292(4) | 16,178,911(5) | | COBRA Payments(6) | 26,618 | 26,618 | 26,618 | | Tim Eaton(7) | | | | | Cash Severance Payments | — | — | — | | Accelerated Vesting of Equity Awards | — | — | — | | COBRA Payments | — | — | — | | Matt Mazza(8) | | | | | Cash Severance Payments | 200,000(9) | 593,325(10) | 593,325(10) | | Accelerated Vesting of Equity Awards | 4,847,061(11) | — | 6,744,585(12) | | COBRA Payments(13) | 14,474 | 14,474 | 14,474 | | Fay Sien Goon(14) | | 7,257,973 | |

  105. Ms. Goon's Transition and Separation Agreement

    (1)The amount shown represents a lump sum payment to Mr. Trigg under the 2024 Corporate Bonus Plan, based on the performance achieved as of December 31, 2024. (2)The amount shown represents the sum of (i) 12 months of salary continuation ($550,000) and (ii) a lump sum payment to Mr. Trigg under the 2024 Corporate Bonus Plan, based on the performance achieved as of December 31, 2024 ($671,291). (3)The amount shown represents the sum of (i) the value of the accelerated time-based restricted stock units and PSU Awards, calculated by multiplying (a) the sum of (I) the number of accelerated time-based restricted stock units (34,977 units) and (II) the number of accelerated PSU Awards (30,599 units) and (b) the closing price of our Class A Common Stock on December 31, 2024 ($246.72) and (ii) the value of the accelerated stock options, prorated by time served, and calculated by multiplying the number of accelerated stock options (60,264 options) by the difference between the exercise price and the closing price of our Class A Common Stock on December 31, 2024 ($246.72). (4)The amount shown represents the sum of (i) the value of the accelerated time-based restricted stock units (i.e., those that would continue to vest if Mr. Trigg had remained employed through December 31, 2025) and accelerated PSU Awards, calculated by multiplying (a) the sum of (I) the number of accelerated time-based restricted stock units (19,108 units) and (II) the number of accelerated PSU Awards (21,941 units) and (b) the closing price of our Class A Common Stock on December 31, 2024 ($246.72) and (ii) the value of the accelerated stock options, prorated by time served, and calculated by multiplying the number of prorated, accelerated stock options (60,264 options) by the difference between the exercise price and the closing price of our Class A Common Stock on December 31, 2024 ($246.72). (5)The amount shown represents the value of the accelerated time-based restricted stock units and PSU Awards, calculated by multiplying (i) the sum of (a) the number of accelerated time-based restricted stock units (34,977 units) and (b) the number of accelerated PSU Awards (30,599 units) and (ii) the closing price of our Class A Common Stock on December 31, 2024 ($246.72). Pursuant to Mr. Trigg’s employment agreement, if the outstanding equity awards held by Mr. Trigg immediately prior to the consummation of a Corporate Transaction are not assumed or substituted for value upon such Corporate Transaction, such equity awards will accelerate and become fully-vested immediately prior to such Corporate Transaction. As of December 31, 2024, the value of such accelerated awards held by Mr. Trigg would have been $30,216,510 (i.e., the sum of (i) the value of the accelerated time-based restricted stock units and PSU Awards, calculated by multiplying (a) the sum of (I) the number of accelerated time-based restricted stock units (34,977 units) and (II) the number of accelerated PSU Awards (30,599 units) and (b) the closing price of our Class A Common Stock on December 31, 2024 ($246.72) and (ii) the value of the accelerated stock options, calculated by multiplying the number of accelerated stock options (120,000 options) by the difference between the exercise price and the closing price of our Class A Common Stock on December 31, 2024 ($246.72). (6)The amount shown represents the estimated cost to the Company to provide 12 months of COBRA premiums. (7)Mr. Eaton is not a party to an employment agreement with the Company, and except as described in the following sentence, he is not entitled to any cash severance payments, accelerated vesting of equity awards, or other enhanced benefits in connection with a termination of employment or change in a control. Pursuant to the 2015 Plan, if the successor or acquiring corporation (if any) in a Corporate Transaction refuses to assume, convert, replace or substitute outstanding awards under the 2015 Plan, then such awards will have their vesting accelerate as to all shares subject to such awards immediately prior to the Corporate Transaction. As of December 31, 2024, the value of such accelerated awards held by Mr. Eaton would have been $1,104,319 (i.e., the sum of the value of the accelerated time-based restricted stock awards, calculated by multiplying (a) the sum

  106. Ms. Goon's Transition and Separation Agreement

    of the number of accelerated time-based restricted stock units (4,476 units) and (b) the Closing Price of our Class A common stock on December 31, 2024 ($246.72)). (8)For purposes of this table, we have assumed that the employment agreement dated as of February 6, 2025 between Mr. Mazza and the Company was in effect on December 31, 2024. (9)The amount shown represents a lump sum equal to six months of Mr. Mazza's salary. (10)The amount shown represents the sum of (i) nine months of salary continuation ($300,000) and (ii) a lump sum payment to Mr. Mazza under the 2024 Corporate Bonus Plan, based on performance achieved as of December 31, 2024 ($293,325). (11)The amount shown represents the value of the accelerated time-based restricted stock units (i.e., those that would continue to vest if Mr. Mazza had remained employed through December 31, 2025) and accelerated PSU Awards, calculated by multiplying (i) the sum of (a) the number of accelerated time-based restricted stock units (11,882 units) and (b) the number of accelerated PSU Awards (7,764 units) and (ii) the closing price of our Class A Common Stock on December 31, 2024 ($246.72). (12)The amount shown represents the value of the accelerated time-based restricted stock units and PSU Awards, calculated by multiplying (i) the sum of (a) the number of accelerated time-based restricted stock units (16,030 units) and (b) the number of accelerated PSU Awards (11,307 units) and (ii) the closing price of our Class A Common Stock on December 31, 2024 ($246.72). Pursuant to Mr. Mazza’s employment agreement, if the outstanding equity awards held by Mr. Mazza immediately prior to the consummation of a Corporate Transaction are not assumed or substituted for value upon such Corporate Transaction, such equity awards will accelerate and become fully-vested immediately prior to such Corporate Transaction. As of December 31, 2024, the value of such accelerated awards held by Mr. Mazza would have been $$6,744,585 (i.e., the value of the accelerated time-based restricted stock units and PSU Awards, calculated by multiplying (i) the sum of (a) the number of accelerated time-based restricted stock units (16,030 units) and (b) the number of accelerated PSU Awards (11,307 units) and (ii) the closing price of our Class A Common Stock on December 31, 2024 ($246.72). (13)The amount shown represents the estimated cost to the Company to provide nine months of COBRA premiums. (14)The amount shown represents the aggregate value of separation benefits paid to Ms. Goon in accordance with the terms of the Transition and Separation Agreement, consisting of the sum of: (i) an aggregate lump sum cash payment of $817,397 (which represented 12 months of her then-base salary ($450,000) and a pro rata portion of her annual bonus under the Corporate Bonus Plan for the period of January 1, 2024 through October 25, 2024 ($367,397); (ii) $18,545 for the cost to the Company to provide 12 months of COBRA premiums; (iii) $10,000 for the continued participation in the Company’s Executive Medical Reimbursement Program through the end of calendar year 2024; and (iv) $6,412,031 for the accelerated vesting of 15,941 time-based restricted stock units and 14,256 PSU Awards upon termination based on the closing price of the Company’s common stock on October 25, 2024.

  107. CEO Pay Ratio

    CEO Pay Ratio Item 402(u) of Regulation S-K requires the Company to disclose the following information for fiscal year 2024: •The fiscal year 2024 total compensation of our Chief Executive Officer was $5,018,965. •The fiscal year 2024 total compensation of our median employee was $200,472. •The ratio of the fiscal year 2024 total compensation of our Chief Executive Officer’s to the fiscal year 2024 total compensation of our median employee was approximately 25:1. As permitted by Item 402(u) of Regulation S-K, we used the same median employee for fiscal year 2024 as we used for fiscal year 2023, as there was no change during fiscal year 2024 to our median employee's circumstances, our employee population, or our employee compensation arrangements that we believe would significantly impact the pay ratio disclosure. When determining the median employee in 2023, we applied the following methodology: •Identified the median employee based on the measurement date of December 31, 2023, as disclosed in our 2023 proxy statement. •Determined our median employee based on the total compensation (including, as applicable, annualized base salary, equity-based compensation reflecting grant date fair value, and cash incentive compensation paid) of our entire employee population, excluding our CEO for the 12 months ending December 31, 2023. •Calculated the total compensation of our employees based on information derived from our payroll and stock administration systems. For purposes of the 2024 CEO Pay Ratio, we recalculated the total compensation as described above for the median employee as of December 31, 2024. With respect to the annual total compensation of our Chief Executive Officer, we used the amount for fiscal year 2024 reported in the "Total" column of the "Summary Compensation Table." 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. This information is being provided for compliance purposes. Neither the Compensation Committee nor management of the Company used the pay ratio measure in making compensation decisions.

  108. CEO Pay Ratio

    | | 47 | 2025 Proxy Statement |

  109. CEO Pay Ratio

    | | Equity Compensation Plan Information |

  110. CEO Pay Ratio

    The following table sets forth information regarding our stock incentive plans as of December 31, 2024:

  111. 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) | 914,659(3) | 1,475.00 | 2,750,000(4) | | Equity compensation plans not approved by stockholders | — | — | — | | Total | 914,659 | 1,475.00 | 2,750,000 |

  112. 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 2015 Plan, the 2025 Plan and our 2025 Employee Stock Purchase Plan ("ESPP"). (3)Includes 914,659 shares of Class A Common Stock subject to outstanding awards granted under the 2015 Plan, of which 129,267 were outstanding options and 785,392 were outstanding restricted stock units. (4)Includes 1,500,000 shares of Class A Common Stock available for issuance under the 2025 Plan and 1,250,000 shares of Class A Common Stock available for issuance under the ESPP. The number of shares available for issuance under the 2025 Plan increases automatically on January 1st of each year during the term of the 2025 Plan by an amount equal to the number of shares granted under the 2025 Plan during the preceding year or such lesser number that is approved by our Board. In addition, the number of shares available for issuance under the ESPP increases automatically on January 31st 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 31, 2025.

  113. CEO Pay Ratio

    | | 48 | 2025 Proxy Statement |

  114. CEO Pay Ratio

    | | Security Ownership of Certain Beneficial Owners and Management |

  115. 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, 2025, 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 the outstanding shares of our Class A Common Stock or Class B Common Stock. We have determined beneficial ownership in accordance with applicable SEC rules. Except as indicated in 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 23,038,832 shares of Class A Common Stock and 12,981,324 shares of Class B Common Stock outstanding at March 31, 2025. When calculating the number and percentage of common stock beneficially owned by a person, we include all options and restricted stock units held by that person or entity that are currently vested or exercisable or that will vest or become exercisable within 60 days of March 31, 2025. 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, Goleta, California, 93117.

  116. CEO Pay Ratio

    | | 49 | 2025 Proxy Statement |

  117. CEO Pay Ratio

    | | Shares Beneficially Owned | | | | % of Total Voting Power(1) | | | Class A | | Class B | | | | Name of Beneficial Owner | Shares | % | Shares | % | | | 5% Stockholders: | | | | | | | BlackRock, Inc.(2) | 2,364,516 | 10.3% | — | * | 1.5% | | Klaus Schauser(3)(4) | 303,000 | 1.3% | 2,869,585 | 22.1% | 19.0% | | Maurice Duca(5)(6) | 370,124 | 1.6% | 6,277,869 | 48.4% | 41.3% | | The Vanguard Group(7) | 2,326,122 | 10.1% | — | * | 1.5% | | Directors and Named Executive Officers: | | | | | | | Elizabeth Barat(8) | 5,711 | * | — | * | * | | Timothy Bliss(9) | — | * | 903,290 | 7.0% | 5.9% | | Andreas von Blottnitz(10) | 6,092 | * | 449,950 | 3.5% | 2.9% | | Agnes Bundy Scanlan (11) | 3,852 | * | — | * | * | | Robert Casey III(12) | 33,537 | * | — | * | * | | Tim Eaton(13) | 1,320 | * | — | * | * | | Fay Sien Goon(14) | 39,560 | * | — | * | * | | Janet Kerr(15) | 13,180 | * | — | * | * | | Matt Mazza(16) | 8,195 | * | — | * | * | | Olivia Nottebohm(17) | 1,449 | * | — | * | * | | William Shane Trigg(18) | 31,777 | * | — | * | * | | Winifred Webb(19) | 6,655 | * | — | * | * | | Alex Wolf(20) | 221,084 | 1.0% | — | * | * | | All Directors and Named Executive Officers as a group (12 people)(21) | 332,852 | 1.4% | 1,353,240 | 10.4% | 9.1% |

  118. 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. 10 to Schedule 13G filed on December 6, 2024 by BlackRock, Inc., on behalf of its subsidiaries BlackRock Life Limited, Aperio Group, LLC, BlackRock Advisors, LLC, BlackRock (Netherlands) B.V., BlackRock (Singapore) Limited, BlackRock Advisors (UK) Limited, BlackRock Fund Advisors, BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock (Luxembourg) S.A., BlackRock Investment Management (Australia) Limited, BlackRock Fund Managers Ltd, BlackRock Japan Co., Ltd., and SpiderRock Advisors AUM Portfolio, reporting that BlackRock, Inc. possesses sole voting power with respect to 2,364,516 of such shares of Class A Common Stock and sole dispositive power with respect to all of such shares of Class A Common Stock. According to such Schedule 13G/A BlackRock Fund Advisors beneficially owns five percent (5%) or greater of the outstanding shares of Class A Common Stock. The address for BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001. (3)Consists of 303,000 shares of Class A 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 of Mr. Schauser is 70 Castilian Dr., Santa Barbara, CA 93117. (4)Consists of 2,869,585 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. (5)The 370,124 shares of Class A Common Stock consist of (i) 85,795 shares of Class A Common Stock to which Mr. Duca possesses sole voting and investment power; (ii) 105,000 shares of Class A Common Stock held by two trusts of which Mr. Duca is the sole trustee and who, in that capacity, possesses sole voting and investment power; (iii) 179,329 shares of Class A Common Stock held by three limited liability companies ("LLCs") with respect to which Mr. Duca possesses sole voting and investment power. (6)The 6,277,869 shares of Class B Common Stock consist of (i) 3,511,626 shares of Class B Common Stock with respect to which Mr. Duca possesses sole voting and investment power; (ii) 2,584.702 shares of Class B Common Stock held by two trusts of which Mr. Duca is the sole trustee and who, in that capacity, possesses sole voting and investment power; (iii) 174,519 shares of Class B Common Stock held by three limited liability companies with respect to which Mr. Duca 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. The address for Mr. Duca is P.O. Box 5609, Santa Barbara, CA 93150. (7)This information is based solely on Amendment No. 8 to Schedule 13G filed on September 10, 2024. The 2,326,122 shares of Class A Common Stock consist of (i) 10,270 shares with respect to which The Vanguard Group possesses shared voting power, (ii) 2,291,632 shares with respect to which The Vanguard Group possesses sole dispositive power, and (iii) 34,490 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.

  119. CEO Pay Ratio

    | | 50 | 2025 Proxy Statement |

  120. CEO Pay Ratio

    (8)Includes 2,018 shares of Class A Common Stock that were granted to Ms. Barat that will vest within 60 days of March 31, 2025. (9)Mr. Bliss possesses sole voting and investment power with respect to 457,290 shares of Class B Common Stock and joint voting and investment power with his spouse on 446,000 shares of Class B Common Stock. The address for Mr. Bliss is P.O. Box 50440, Santa Barbara, CA 93150. (10)The 449,950 shares of Class B Common Stock consists of (i) 420,450 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 over 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; and (ii) 29,500 shares of Class B Common Stock over which Mr. von Blottnitz possesses sole voting and investment power. The address for Oceanlink Investments Limited is P.O. Box 621, Le Gallais Chambers, 54 Bath Street, St. Helier, Jersey, Channel Islands JE48YD. Additionally, Mr. von Blottnitz holds 6,092 shares of Class A Common Stock, granted pursuant to our Director Compensation Policy, for which he possesses sole voting and dispositive power. (11)Includes 3,852 shares of Class A Common Stock that were granted pursuant to our Director Compensation Policy. The issuance of an additional 1,564 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, 2025, and have been excluded from the table. (12)Mr. Casey was appointed to the Board on April 3, 2025 and the table reflects his ownership at the time of his appointment. (13)Includes 729 shares of Class A Common Stock that were granted to Mr. Eaton that will vest within 60 days of March 31, 2025. (14)Ms. Goon's holdings are no longer tracked subsequent to her resignation on October 25, 2024. (15)The 13,180 shares of Class A Common Stock were granted pursuant to our Director Compensation Policy. (16)Includes 2,436 shares of Class A Common Stock that were granted to Mr. Mazza that will vest within 60 days of March 31, 2025. (17)The 1,449 shares of Class A Common Stock were granted pursuant to our Director Compensation Policy. (18)Includes 14,321 shares of Class A Common Stock that were granted to Mr. Trigg that will vest within 60 days of March 31, 2025. (19)The 6,655 shares of Class A Common Stock were granted pursuant to our Director Compensation Policy. (20)The 221,084 shares of Class A Common Stock consist of (i) 109,892 shares of Class A Common Stock with respect to which Mr. Wolf possesses sole voting and investment power; (ii) 72,692 shares of class A Common Stock that Mr. Wolf has joint voting and investment power with his spouse; and (ii) 38,500 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 38,500 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. (21)Includes (i) 19,259 shares of Class A Common Stock that will be vested within 60 days of March 31, 2025; and (ii) Ms. Barat's holdings, reflecting her appointment as an NEO effective February 2, 2025. Ms. Goon's holdings are excluded from the total for all Directors and Named Executive Officers as a group, as her beneficial ownership is no longer tracked following her resignation on October 25, 2024.

  121. CEO Pay Ratio

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  122. CEO Pay Ratio

    | | Pay Versus Performance |

  123. 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, 2024, 2023, 2022 and 2021 and 2020.

  124. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(2) ($) | Average Summary Compensation Table Total for non-PEO NEOs(3) ($) | Average Compensation Actually Paid to non-PEO NEOs(4) ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income (thousands) (7) ($) | Revenue (thousands) (8) ($) | | | | | | | Total Shareholder Return(5) ($) | Peer Group Total Shareholder Return(6) ($) | | | | 2024 | 5,018,965 | 20,189,041 | 1,832,437 | 2,295,431 | 224 | 301 | 204,068 | 794,202 | | 2023 | 17,746,877 | 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 |

  125. Pay Versus Performance Table

    (1)Reflects the total compensation amounts reported in the Summary Compensation Table ("SCT") for the following PEO NEOs for the applicable fiscal year: a.In 2023-2024, Mr. Trigg, our current PEO, who was appointed as the Company's President and Chief Executive Officer as of March 1, 2023. 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. b.In 2020-2022, Mr. Randall, our Principal Executive Officer from August 8, 2017 through March 1, 2023. (2)Reflects the compensation actually paid amounts for PEO 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.

  126. Pay Versus Performance Table

    | Year | 2024 | | SCT Total Compensation ($) | 5,018,965 | | Less: Stock Grant Date Fair Values Reported in SCT for the Covered Year ($) | (3,000,241) | | Plus: Year-End Fair Value of Stock Awards Granted in the Covered Year that are Outstanding and Unvested ($) | 4,516,210 | | Change in Fair Value of Stock and Option Awards Granted in Prior Years that are Outstanding and Unvested (From Prior Year-End to Year-End) ($) | 10,613,473 | | Plus: Vesting Date Fair Value of Stock Awards Granted in the Covered Year that Vested in the Covered Year ($) | 296,930 | | Change in Fair Value of Stock and Option Awards Granted in Prior Years that Vested in the Covered Year (From Prior Year-End to Vesting Date) ($) | 2,743,704 | | 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 ($) | 20,189,041 |

  127. Pay Versus Performance Table

    (3)Reflects the average total compensation amounts reported in the SCT for the following non-PEO NEOs for the applicable fiscal year: a.In 2024, Mr. Eaton, Mr. Mazza and Ms. Goon. b.In 2023, Ms. Goon and Mr. Mazza. c.In 2022, Ms. Goon, Mr. Mazza, Mr. Trigg, and Mr. Walker. d.In 2021, Ms. Goon, Mr. Mazza, Mr. Trigg, Mr. Walker, and Ida Kane (our former Chief Financial Officer, who resigned effective June 4, 2021). e.In 2020, Ms. Kane, Mr. Trigg, and Mr. Walker.

  128. Pay Versus Performance Table

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  129. Pay Versus Performance Table

    (4) 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 2024, 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 2024, computed in accordance with Item 402(v) of Regulation S-K:

  130. Pay Versus Performance Table

    | Year | 2024 Average | | SCT Total Compensation ($) | 1,832,437 | | Less: Stock Award Grant Date Fair Values Reported in SCT for the Covered Year ($) | (1,033,472) | | Plus: Year-End Fair Value of Stock Awards Granted in the Covered Year that are Outstanding and Unvested ($) | 945,184 | | Change in Fair Value of Stock and Option Awards Granted in Prior Years that are Outstanding and Unvested (From Prior Year-End to Year-End) ($) | 497,705 | | Plus: Vesting Date Fair Value of Stock Awards Granted in the Covered Year that Vested in the Covered Year ($) | 346,081 | | Change in Fair Value of Stock and Option Awards Granted in Prior Years that Vested in the Covered Year (From Prior Year-End to Vesting Date ($) | 1,127,775 | | Less: Prior Year-End Fair Value of Stock and Option Awards Granted in Prior Years that Failed to Vest during the Covered Year ($) | (1,420,279) | | Plus: Dollar Value of Dividends or other Earnings Paid on Stock and Option Awards in the Covered Year prior to Vesting (if not reflected in the fair value of such award or included in Total Compensation for the Covered Year) ($) | — | | Compensation Actually Paid ($) | 2,295,431 |

  131. Pay Versus Performance Table

    (5) Reflects the cumulative total shareholder return ("TSR") of the Company for each applicable fiscal year, calculated based on a fixed investment of $100 at market close on December 31, 2019. (6) 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 market close on December 31, 2019 . The peer group used to determine the Peer Group TSR for each applicable fiscal year is the NASDAQ computer Index, which is the same index disclosed in the 2024 Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K. (7) Reflects "Net Income" in the Company's Consolidated Statements of Operations included in the Annual Reports on Form 10-K for each applicable fiscal year. (8) 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 2024. “Revenue” is further described in the Company's Consolidated Statement of Operations included in the 2024 Annual Report on Form 10-K. We may determine a different financial performance measure to be the most important financial performance measure in future years.

  132. Pay Versus Performance Table

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  133. Pay Versus Performance Graphs

    Pay Versus Performance 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”).

  134. Pay Versus Performance Graphs

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  135. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List Listed below are the performance measures that we believe represent the most important performance measures used to link compensation actually paid to our NEOs in fiscal year 2024 to company performance. The performance measures included below are not ranked by relative importance.

  136. Pay Versus Performance Tabular List

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

  137. Pay Versus Performance Tabular List

    (1)Adjusted GAAP operating margin is defined as GAAP operating margin less non-recurring transactions such as lease remeasurements or impairments and executive departures.

  138. Pay Versus Performance Tabular List

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