Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Chief Financial Officer
AppFolio, Inc. (the "Company") previously announced that its Chief Financial
Officer, Ida Kane, notified its Board of Directors (the "Board") of her plans to
depart the company effective as of a future date to be mutually determined. The
Company and Ms. Kane have agreed that Ms. Kane's departure will be effective as
of June 4, 2021 (the "Separation Date"). Ms. Kane's departure is not the result
of any disagreement with respect to the Company's operations, policies or
practices.
In connection with Ms. Kane's departure, the Board has approved, and the Company
and Ms. Kane have entered into, a Separation Agreement and General Release (the
"Agreement"). Pursuant to the Agreement, Ms. Kane will be eligible to receive:
(i) existing employee benefits and payment of base salary through the Separation
Date ($22,500); (ii) aggregate additional cash payments up to $1,205,000, which
include a short-term incentive award for the period of January 1 through June
30, 2021 ($195,000), a lump-sum severance payment ($1,000,000) and reimbursement
for broker fees to exercise her vested nonqualified stock options (up to
$10,000); (iii) COBRA premiums for employee benefits in effect as of the
Separation Date until the earlier of (a) the approximately 18-month period
ending December 31, 2022, or (b) the date on which Ms. Kane first becomes
eligible to obtain group health insurance through another employer; and (iv) an
extension of the period during which Ms. Kane may exercise her vested
nonqualified stock options until the earlier of January 6, 2023 or the
expiration date applicable to such options.
Ms. Kane's receipt of the aforementioned payments and other benefits is
generally conditioned upon the effectiveness of a general release of claims in
favor of the Company (and certain affiliates and related parties) that is
included in the Agreement, as well as her compliance with certain
confidentiality and other standard covenants included in the Agreement and other
typical agreements to which she remains subject. The Agreement also includes a
general release of claims in favor of Ms. Kane subject to an exception for
claims relating to any unlawful conduct by Ms. Kane, as well as a mutual
non-disparagement covenant.
The foregoing description of the Agreement does not purport to be complete and
is qualified in its entirety by reference to the complete text of the Agreement,
a copy of which will be filed as an exhibit to the Company's Quarterly Report on
Form 10-Q for the quarter ending June 30, 2021.
Appointment of Ann Wilson as Principal Accounting Officer
The Company has commenced a search for a successor to Ms. Kane as Chief
Financial Officer. Pending the appointment of Ms. Kane's successor, the
Company's finance team will report to Jason Randall, the Company's President and
Chief Executive Officer.
Ann Wilson, the Company's Vice President of Accounting, has been appointed as
Principal Accounting Officer. Ms. Wilson is a Certified Public Accountant
licensed in California, and has served in her current position for over four
years. Prior to joining the Company, Ms. Wilson served in various leadership and
finance related positions, including most recently as Vice President of Finance
and Controller of RightScale, Inc., a provider of multi-cloud management and
cost optimization services. Ms. Wilson holds a M.B.A from Gonzaga University and
a B.A. in Business Economics from the University of California, Santa Barbara.
Consistent with the Company's practice, Ms. Wilson will not enter into any
employment agreement, severance agreement, or other similar agreements. There
are no arrangements or understandings between Ms. Wilson and any other person
pursuant to which she was selected to serve as Principal Accounting Officer.
There are no family relationships between Ms. Wilson and any director, executive
officer or person nominated or chosen by the Company to become an executive
officer. There are no relationships involving Ms. Wilson that are required to be
reported pursuant to SEC regulations.
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