Sector: Information Technology
APPFOLIO INC CLASS A · Meeting: June 12, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Two Class II Directors to a Three-Year Term
Nottebohm has been a director since 2023 (less than 24 months as of the June 2026 meeting date, placing her within the new-director exemption window), has strong SaaS and technology operating experience as COO of Box, is independent, attends all meetings, and no overboarding or other policy triggers apply.
Casey joined the board in February 2026, well within the 24-month new-director exemption from the stock performance trigger, brings deep financial expertise from Apple and Cisco, is independent, and no policy flags apply.
Both Class II nominees pass all policy screens: neither is overboarded, both are independent, all directors attended at least 75% of meetings in 2025, and both fall within the 24-month new-director exemption from the TSR underperformance trigger given their recent appointment dates (2023 and 2026 respectively). Vote FOR both nominees.
CEO
Shane Trigg
Total Comp
$5,438,904
Prior Support
99.6%%
CEO Shane Trigg received total compensation of $5,438,904 for 2025, which is reasonable for a CEO at a $6.2 billion software company and does not appear to exceed benchmarks by more than the 20% threshold that would trigger a No vote. The pay program is well-structured: approximately 74% of the CEO's total compensation comes from variable or equity-based pay (annual cash bonus of $814,000 and stock awards of $4,000,307), well above the 50-60% minimum required, with the remaining 26% in fixed base salary. Incentive payouts reflect real performance — the company achieved 148% of its blended bonus and performance stock target driven by strong new customer growth, hitting 217% of the residential units goal — and the company has a formal clawback policy adopted in 2023 that complies with Nasdaq and SEC requirements. The prior say-on-pay vote received 99.6% support, further confirming broad shareholder alignment with the compensation program.
Auditor
PricewaterhouseCoopers LLP
Tenure
15 yrs
Audit Fees
$2,088,000
Non-Audit Fees
$195,000
Non-audit fees (tax services of $193,000 plus other fees of $2,000, totaling $195,000) represent approximately 9.3% of audit fees ($2,088,000), well below the 50% threshold that would raise independence concerns. PwC has served since 2011 (roughly 15 years), comfortably below the 25-year tenure trigger. PwC is a Big 4 firm appropriate for AppFolio's $6.2B market cap. No material restatements are disclosed. All policy screens pass.
Meeting held June 12, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Saori Casey | 99.8% | 131.0M | 222,888 | ✓ Elected |
| Olivia Nottebohm | 95.3% | 125.0M | 6.1M | ✓ Elected |
Say on Pay
For 130.6M · Against 546,022 · Abstain 18,346
Auditor Ratification
For 133.1M · Against 52,759 · Abstain 8,794
AppFolio's 2026 annual meeting presents a clean ballot with no significant governance concerns: both director nominees are newly appointed and exempt from the TSR underperformance trigger, PwC's audit fees and tenure both pass policy thresholds comfortably, and the executive compensation program demonstrates genuine pay-for-performance alignment with strong prior shareholder support. All three proposals merit a FOR vote under the applicable policy framework.
