Janet Kerr
Director at APPF
Board
About Janet Kerr
Janet Kerr (age 70) has served as an independent director of AppFolio since 2015. She is Professor of Law Emeritus at Pepperdine University’s Caruso School of Law, where she taught corporate law and corporate governance for over 30 years, held the Laure Sudreau Chair, and formerly served as Vice Chancellor. Kerr is an author in securities and corporate governance and a founder/co-founder of several technology companies, including X-Labs and a data analytics company acquired by Bloomberg; she holds certificates in cybersecurity oversight (Carnegie Mellon/NACD), disruptive technologies (Cambridge), artificial intelligence and generative AI (MIT), and is a certified mediator .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pepperdine University (Caruso School of Law) | Professor of Law Emeritus; former Vice Chancellor; Laure Sudreau Chair | Taught 30+ years (dates not specified) | Corporate law/governance scholar; institutional leadership |
| X-Labs (tech) | Founder/Co-founder | Not disclosed | Technology incubation; entrepreneurship |
| Data analytics company acquired by Bloomberg | Founder/Co-founder | Not disclosed | Built and exited data analytics business |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| La-Z-Boy, Inc. (NYSE: LZB) | Director | Current | Public company board service |
| Tilly’s, Inc. (NYSE: TLYS) | Director | Current | Public company board service |
| Carl’s Jr./Hardee’s; TSI, Inc.; Fidelity National Financial | Director | Since 2004 (prior boards) | Historical public board experience |
Board Governance
- Independence: AppFolio’s Board determined Janet Kerr is independent under Nasdaq listing standards .
- Tenure: Director since 2015 (Class I; up for re-election at 2025 meeting for term through 2028) .
- Attendance: Board held seven meetings 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 meet regularly in executive sessions .
| Committee | Role | 2024 Meetings | Key Responsibilities (selected) |
|---|---|---|---|
| Nominating & Corporate Governance | Chair | 4 | Board composition; governance guidelines; ESG oversight; CEO succession; board/committee evaluations; education |
| Compensation | Member | 4 | Director and senior executive compensation; administer comp plans; exec compensation recovery policy; independence confirmed |
| Risk & Compliance Oversight | Member | 4 | ERM oversight; compliance program; regulatory/legal risk; tech/cyber risk |
Fixed Compensation
| Component | Policy Terms | 2024 Actual for Janet Kerr |
|---|---|---|
| Board Cash Retainer | $40,000; Chair retainer $50,000 (in lieu of director retainer) | Fees earned in cash: $110,000 |
| Committee Membership Retainers | $10,000 per committee; Chair retainer $50,000 (in lieu of committee member retainer) | Included in fees above |
| Meeting Fees | Not specified | Not disclosed |
| Expense Reimbursement | Reasonable travel and continuing education reimbursed | Available per policy |
Director Compensation Table (2024):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Janet Kerr | 110,000 | 149,864 | 259,864 |
Policy notes:
- Equity for directors: Initial RSU grant $250,000; annual RSU grant $150,000; one-year cliff vesting; single-trigger full vesting upon change-in-control; directors may elect to defer/convert cash/equity under the Nonemployee Director Deferred Compensation Plan .
- Eligible directors are those who beneficially own <5% of Class A or B shares; eligible directors may elect to forego compensation .
Performance Compensation
- Directors do not receive performance-based bonuses or options; annual equity is time-based RSUs with one-year vesting .
- Change-in-control terms: All unvested director RSUs immediately vest in full upon a change-in-control (single trigger) .
- Hedging/pledging restrictions: Insider Trading Policy prohibits short sales, option transactions, hedging, and pledging/margin arrangements for directors and their households .
Other Directorships & Interlocks
| External Company | Industry Relationship to AppFolio | Potential Interlock/Conflict |
|---|---|---|
| La-Z-Boy (LZB) | Home furnishings manufacturer; not an AppFolio customer/supplier disclosed | None disclosed |
| Tilly’s (TLYS) | Specialty retail; no direct overlap with property management SaaS | None disclosed |
| Prior boards (Carl’s Jr./Hardee’s; TSI; Fidelity National Financial) | Varied industries; historical roles | None disclosed |
- Related party transactions: Company reports no related party transactions >$120,000 since Jan 1, 2024 involving directors, NEOs, or >5% holders (separate disclosure notes a consulting-related arrangement for another director, not Kerr) .
Expertise & Qualifications
- Corporate governance expert (professor/author), securities law expertise, and technology entrepreneurship (X-Labs; data analytics company acquired by Bloomberg) .
- Certifications: CERT in Cybersecurity Oversight (Carnegie Mellon/NACD); Disruptive Technologies (Cambridge); AI and Generative AI (MIT) .
- Member of NACD; certified mediator .
Equity Ownership
| Holder | Class A Shares | Class B Shares | % of Class A Outstanding | Notes |
|---|---|---|---|---|
| Janet Kerr | 13,180 | — | ~0.057% (13,180 / 23,038,832) | Granted pursuant to Director Compensation Policy |
- Ownership guidelines: Director stock ownership guidelines not disclosed; directors can defer retainers/equity .
- Pledging/hedging: Prohibited for directors under Insider Trading Policy .
Governance Assessment
- Board effectiveness: Kerr chairs Nominating & Corporate Governance, overseeing board composition, governance policies, ESG, CEO succession, and evaluations—central to governance quality and refreshment . Her committee membership on Compensation and Risk & Compliance adds cross-functional oversight (pay design, ERM, cyber risk), enhancing board coverage .
- Independence and engagement: Board affirmatively determined Kerr is independent; 2024 Board held seven meetings; all directors met at least 75% attendance and attended the annual meeting; independent directors meet in executive sessions—supportive of independent oversight .
- Compensation alignment: 2024 director pay for Kerr was ~58% equity ($149,864 stock awards of $259,864 total), aligning incentives with shareholders; however, single-trigger acceleration of director RSUs on change-in-control is a potential governance concern as it does not require loss of role to vest .
- Ownership: Modest personal holdings (13,180 Class A shares, ~0.057% of Class A) paired with equity retainer and strict anti-hedging/pledging policy support alignment, though ownership remains below 1% by design for most directors .
Red flags and watch items:
- Single-trigger CIC vesting for director equity could be viewed as shareholder-unfriendly versus double-trigger designs (RED FLAG) .
- The company reports no related-party transactions; continue monitoring external board roles for potential business overlaps, though none disclosed for Kerr (clean at present) .
- The company notes no formal peer group and no compensation consultant for executive benchmarking; while not directly a director-comp policy, this can affect Compensation Committee process rigor where Kerr participates .