Andreas von Blottnitz
Chairperson of the Board at APPF
Board
About Andreas von Blottnitz
Andreas von Blottnitz, age 59, has served on AppFolio’s Board since 2007 and as independent Chairperson of the Board since 2007. He is a former venture partner at BV Capital Management (joined in 2005) and previously served as CEO of ExpertCity, Inc. (1999–2004). He holds a B.A. in Business Sciences from Wirtschaftsakademie in Hamburg, Germany .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ExpertCity, Inc. | Chief Executive Officer | 1999–2004 | Led company through sale to Citrix Online (later GoTo) |
| BV Capital Management, LLC | Venture Partner (former) | Joined 2005 (end date not disclosed) | Early-stage tech investor experience |
| AppFolio, Inc. | Chairperson of the Board | 2007–present | Independent chair; governance and strategic oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various private companies | Director | Not disclosed | Serves on several private company boards (no public company boards disclosed) |
Board Governance
- Independence: The Board determined von Blottnitz is independent under NASDAQ rules .
- Board leadership: AppFolio separates the CEO and Chair roles; von Blottnitz serves as independent Chair .
- Board and committee attendance: The Board met 7 times in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors hold regular executive sessions .
| Governance Item | Detail |
|---|---|
| Current Board Class | Class I; term expiring at 2025 annual meeting; nominee for re-election to 2028 |
| Committee Memberships | Audit Committee member; Compensation Committee Chair |
| Committee Meetings (2024) | Audit: 5; Compensation: 4 |
| Audit Committee Financial Expert | Winifred Webb (designated expert) |
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Cash Retainers (Board + Committees) | 110,000 | Board Chair retainer $50,000; Compensation Committee Chair $50,000; Audit Committee member $10,000 |
| Stock Awards (RSUs) | 149,864 | Annual director RSU grant; vests at one-year anniversary |
| Total | 259,864 | Sum of cash and equity |
- Director fee schedule (eligible non‑employee directors <5% ownership): Board $40,000; Board Chair $50,000; Committee member $10,000; Committee chair $50,000 .
- Director equity policy: Initial RSU $250,000 for new directors; annual RSU $150,000; one‑year cliff vest; single‑trigger full vesting upon change in control; optional deferral via Nonemployee Director Deferred Compensation Plan .
Performance Compensation
- Directors do not receive performance-based pay; annual director equity is time-based RSUs (no PSUs or options for directors) that vest in full after one year; unvested director equity fully accelerates upon change in control .
Other Directorships & Interlocks
| Company | Type | Role | Committee Positions | Notes |
|---|---|---|---|---|
| Not disclosed | Public | — | — | No public company board roles disclosed for von Blottnitz |
| Multiple (unnamed) | Private | Director | Not disclosed | Serves on several private company boards |
Expertise & Qualifications
- Technology operating leadership (former CEO at ExpertCity) .
- Venture capital and investing experience (BV Capital; private company boards) .
- Governance experience as long‑tenured independent Board Chair at AppFolio .
- Education: B.A. in Business Sciences, Wirtschaftsakademie Hamburg .
Equity Ownership
| Class | Shares Beneficially Owned | % of Class | % of Total Voting Power | Notes |
|---|---|---|---|---|
| Class A | 6,092 | <1% | — | Director RSUs granted under policy; sole voting/dispositive power |
| Class B | 449,950 | 3.5% | 2.9% | 420,450 B shares held by Oceanlink Investments (shared voting/dispositive via Oceanlink Trust); 29,500 B shares with sole voting/dispositive power; Class B carries 10 votes/share |
- Ownership policy signals: Insider Trading Policy prohibits hedging, short sales, derivatives, and generally pledging/margin transactions for directors; no pledging disclosed for von Blottnitz .
- Director compensation eligibility applies only if <5% beneficial ownership in either class; von Blottnitz qualifies (A <1%; B 3.5%) and therefore receives director compensation .
Fixed vs. Equity Mix (Alignment)
- 2024 mix: Cash $110,000 (≈42%) vs equity $149,864 (≈58%), reinforcing equity alignment through annual RSUs .
Insider Trades and Section 16 Compliance
| Item | 2024 Status |
|---|---|
| Delinquent Section 16 filings (von Blottnitz) | None disclosed; late filings noted only for Trigg, Mazza, Eaton due to tax withholding RSU events |
Related-Party Transactions and Conflicts
- AppFolio’s proxy reports no related-party transactions >$120,000 since January 1, 2024 .
- Related-party policy: Audit Committee Chair screens and the Audit Committee must approve any related‑party transactions as in the best interests of AppFolio .
- Oceanlink/Oceanlink Trust footnote indicates von Blottnitz’s beneficial interest in an entity holding 420,450 Class B shares with shared voting/dispositive power; total B holdings are 449,950 shares, equating to 2.9% of total voting power—below control thresholds but notable for governance influence given super‑voting Class B .
Signals on Compensation Committee Governance
- Compensation Committee (independent): responsibilities include director and CEO pay, senior executive pay, plan administration, disclosure oversight, and administration of the Executive Compensation Recovery Policy (clawback) .
- 2024 meetings: 4; chaired by von Blottnitz; members Kerr and Wolf—all independent .
Governance Assessment
- Positives
- Independent Board Chair with long tenure and deep operating/investment experience; independent leadership separate from CEO .
- Committee structure fully chaired by independent directors; robust Audit oversight with a designated financial expert (Webb) .
- Strong director equity alignment and clear insider trading restrictions (no hedging/pledging), plus formal related-party screening and executive compensation clawback policy .
- Attendance and engagement: at least 75% meeting participation and full annual meeting attendance in 2024 .
- Watch items / potential red flags
- Super‑voting Class B beneficial ownership via Oceanlink structures increases governance influence; while under 5%, 2.9% voting power is material in a dual‑class structure .
- Single‑trigger acceleration of director RSUs upon change in control may be viewed as shareholder‑unfriendly by some investors (less performance‑contingent) .
- Board includes “significant stockholders,” which can strengthen alignment but also warrants monitoring for influence on compensation and strategic decisions .
Net take: Von Blottnitz brings seasoned tech and investment governance as independent Chair and Compensation Chair, with sound committee processes and policies. His modest but notable Class B voting stake and single‑trigger director equity vesting are monitoring points for investors focused on governance tightness in dual‑class structures .