Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 16, 2021, AppFolio, Inc. (the "Company") announced that Fay Sien
Goon, age 43, has been appointed Chief Financial Officer of the Company,
effective October 18, 2021. In such capacity, Ms. Goon has been designated as
the principal financial officer of the Company. Since March 2019, Ms. Goon has
been Chief Accounting Officer at ServiceNow, Inc. ("ServiceNow"), a global
enterprise software company that delivers digital workflows; prior to serving as
Chief Accounting Officer, she held a variety of senior finance roles at
ServiceNow. Before joining ServiceNow in December 2012, Ms. Goon served as a
Senior Manager at Ernst & Young, a public accounting firm.
In connection with her appointment, Ms. Goon entered into an employment
agreement, dated as of September 15, 2021 (the "Employment Agreement"), with the
Company. Pursuant to the Employment Agreement, Ms. Goon will be entitled to
receive (a) an annual base salary of $450,000, (b) a sign-on bonus of $500,000,
subject to repayment if she is terminated for "cause" or resigns other than for
"good reason" prior to the first anniversary of her start date, (c) an annual
short-term incentive cash award of $450,000 at target, prorated for fiscal year
2021, and a one-time short-term incentive cash award of $2,000,000 at target for
fiscal year 2022, (d) a new-hire time-based restricted stock unit award with an
aggregate value of $6,000,000 on the date of grant, which award will vest in
equal installments over five years assuming Ms. Goon's continued employment with
the Company, (e) a performance-based restricted stock unit award with an
aggregate value of $2,400,000 on the date of grant, which award will vest in
December 2023 if applicable performance conditions are achieved, and (f) a
time-based restricted stock unit award with an aggregate value of $600,000 on
the date of grant, which award will vest over four years consistent with the
Company's standard time-vesting schedule. In the event the Company terminates
Ms. Goon's employment without "cause" or she resigns for "good reason," she will
be entitled to (i) twelve months of base salary continuation, (ii) a prorated
short-term incentive award for the year of termination, (iii) payment of COBRA
premiums for twelve months, (iv) payment of any earned but unpaid short-term
incentive award, and (v) certain accelerated vesting of her then outstanding
equity awards.
The foregoing description of the Employment Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Employment 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 September 30,
2021.
There are no arrangements or understandings between Ms. Goon and any other
person pursuant to which she was appointed as Chief Financial Officer, and there
are no relationships between Ms. Goon and the registrant that would require
disclosure under Item 404(a) of Regulation S-K of the Securities Exchange Act of
1934, as amended.
Item 7.01 Regulation FD Disclosure.
On September 16, 2021, the Company issued a press release announcing the
appointment of its new Chief Financial Officer as disclosed above in Item 5.02.
The press release furnished with this current report on Form 8-K provides
details not included in previously issued reports of the Company and is not
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, and is not to be incorporated by reference in any filing under
the Securities Act of 1933, as amended, except as otherwise expressly set forth
by specific reference in this filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Number Description
99.1 Press release issued on September 16, 2021.
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