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.