Agnes Bundy Scanlan
Director at APPF
Board
About Agnes Bundy Scanlan
Agnes Bundy Scanlan (age 67) has served as an independent director of AppFolio since 2020, and is Chairperson of the Board’s Risk and Compliance Oversight Committee and a member of the Audit Committee . She holds a J.D. from Georgetown University Law Center and multiple credentials in AI and cybersecurity (MIT certificates; Harvard and Carnegie Mellon cybersecurity oversight; Cambridge/Oxford digital transformation) . Her tenure spans five years as of the 2025 proxy, with independence affirmed under NASDAQ listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Consumer Financial Protection Bureau | Northeast Regional Director of Supervision Examinations | 2015–2017 | Led supervisory examinations; regulatory oversight expertise |
| TD Bank | Chief Regulatory Officer; Chief Compliance Officer; Chief Privacy Officer | Prior to 2015 | Enterprise compliance, privacy, regulatory relations leadership |
| Bank of America; Fleet Boston | Various C-suite roles | Prior to 2015 | Legal, compliance, banking operations experience |
| Goodwin Procter LLP | Attorney | Prior to 2015 | Legal practice in financial services and regulation |
| U.S. Senate Budget Committee | Legal Counsel | Prior to 2015 | Government affairs and legislative counsel |
| Treliant, LLC | Senior Advisor | 2012–2015; 2017–2020 | Strategic, governance, compliance and risk advisory to financial firms |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Truist Financial Corporation (NYSE: TFC) | Director | Current (listed 2025) | Public company board; financial services domain |
| iCapital (privately held) | Director | Current (listed 2025) | Private company board; fintech/alternative investments |
| R1 RCM Inc. (NASDAQ: RCM) | Director | Prior (listed 2024) | Public company board; healthcare revenue cycle (not listed in 2025) |
Board Governance
- Independence: Board affirmed Agnes Bundy Scanlan is independent under NASDAQ standards .
- Board structure: Classified board; Agnes is a Class I director (term up in 2025) .
- Committee assignments and meeting cadence (2024):
- Risk & Compliance Oversight Committee – Chair; met 4 times in 2024 .
- Audit Committee – Member; met 5 times in 2024 .
- Attendance and engagement: In 2024, the Board held seven meetings; each director attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in regularly scheduled executive sessions .
- Say-on-pay and equity plan votes (2024 Annual Meeting):
- Directors elected with strong support (e.g., Trigg FOR 153,811,860; Webb FOR 150,269,831) .
- Say-on-pay: FOR 148,843,775; WITHHELD 5,624,827; Broker non-votes 2,113,910 .
- 2025 Omnibus Plan: FOR 141,925,449; WITHHELD 12,543,153; Broker non-votes 2,113,910 .
- 2025 ESPP: FOR 145,050,390; WITHHELD 9,418,212; Broker non-votes 2,113,910 .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Board cash retainer ($) | $40,000 | $40,000 | Standard non-employee director retainer |
| Audit Committee member ($) | $10,000 | $10,000 | Member retainer |
| Risk Committee chair ($) | $50,000 | $50,000 | Chair retainer |
| Total cash fees ($) | $100,000 | $100,000 | Sum of retainers based on roles |
| Meeting fees ($) | None disclosed | None disclosed | No per-meeting fees disclosed |
Performance Compensation
| Component | 2023 | 2024 | Vesting / Metrics |
|---|---|---|---|
| Annual equity grant ($ FV) | $149,874 | $149,864 | Director grants vest in full at one-year anniversary |
| Initial equity grant (one-time) ($ FV) | $250,000 (policy) | $250,000 (policy) | Granted upon joining; FMV determined by 20-day average price |
| Deferral election | Deferred 2023 annual equity (RSU in lieu) | Deferred 2024 annual equity | Nonemployee Director Deferred Compensation Plan |
Performance metrics are not applied to director equity at APPF; director awards time-vest over one year. No options are granted to directors; RSUs are standard from mid-2024 onward .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Truist Financial Corporation (TFC) | Banking | Director | No APPF-related related-party transactions disclosed; independence affirmed |
| iCapital (private) | Fintech | Director | Private; no APPF-related transactions disclosed |
| R1 RCM Inc. (RCM) | Healthcare IT | Former Director | Not listed in 2025 proxy; no APPF-related transactions disclosed |
Expertise & Qualifications
- Legal and regulatory leadership across federal (CFPB), large-bank (TD Bank, Bank of America, Fleet Boston), and advisory roles (Treliant) .
- Advanced credentials in AI, cybersecurity, and digital transformation (MIT; Harvard; Carnegie Mellon; Cambridge/Oxford programs) .
- Government affairs and legislative experience (U.S. Senate Budget Committee counsel) .
- Risk management, compliance, privacy, and governance expertise aligned with Risk Committee chair responsibilities .
Equity Ownership
| Holder | Class A Shares | Class B Shares | % Ownership | Notes |
|---|---|---|---|---|
| Agnes Bundy Scanlan | 3,852 | — | <1% | Includes director grants; additional 1,564 previously earned shares deferred to future years (excluded from table) |
| Pledging/Hedging | Prohibited by policy | — | — | Insider Trading Policy prohibits hedging, short sales, pledging (subject to limited exceptions) |
| Ownership Guidelines | Not disclosed | — | — | No director stock ownership guideline disclosure in proxy |
Governance Assessment
- Committee leadership and fit: As Risk & Compliance Oversight Committee Chair, Scanlan’s deep regulatory and risk background (CFPB, TD Bank, Treliant) directly supports AppFolio’s ERM oversight, cyber risk management, and legal compliance agenda—positive for board effectiveness in a SaaS firm with sensitive data .
- Independence and attendance: Independence affirmed; attendance at least 75% in 2024 across Board/committee obligations and annual meeting participation—no engagement concerns disclosed .
- Compensation alignment: Director cash retainers reflect committee chair responsibilities; annual RSU grants vest on one-year timeline; deferral elections suggest tax/holding alignment but no performance linkage typical for directors—standard and shareholder-friendly (no meeting fees; vesting upon change-in-control for directors disclosed) .
- Ownership and policy safeguards: Modest share ownership relative to large-cap norms, but strong prohibitions on hedging/pledging; no related-party transactions involving Scanlan; board-level related party policy and Audit Chair screening in place—low conflict risk .
- Shareholder sentiment: 2024 say-on-pay and equity plans received substantial FOR votes; indicates broader investor confidence in governance and compensation structures overseen at Board level .
Red Flags: None disclosed specific to Scanlan—no related-party transactions, no hedging/pledging, no attendance shortfalls, and independence affirmed .