Olivia Nottebohm
Director at APPF
Board
About Olivia Nottebohm
Olivia Nottebohm (age 47) has served as an independent Class II director of AppFolio since 2023, with a current term expiring at the 2026 annual meeting. She brings 20+ years in SaaS operating roles and is currently Chief Operating Officer at Box; prior roles include CRO at Notion, COO at Dropbox, senior go-to-market leadership at Google Cloud and Google Ads, and partner at McKinsey. She holds a B.A. in Economics from Harvard University and an M.B.A. from Stanford Graduate School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Notion Labs, Inc. | Chief Revenue Officer; Advisor to CEO | 2021–2022 | GTM leadership; revenue operations |
| Dropbox, Inc. | Chief Operating Officer | 2020–2021 | Operations leader; productivity software |
| Google Cloud | VP, SMB Sales & GTM Operations | Not disclosed | SMB sales; GTM ops expertise |
| Google Ads | Senior Director, Americas GTM Operations | Not disclosed | Commercial execution, marketing ops |
| McKinsey & Company | Partner | Not disclosed | Strategy, operations, consulting |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Box, Inc. | Chief Operating Officer | Since 2023 | Leads global go-to-market |
| Lightmatter, Inc. | Director | Current | Board service (private company) |
Board Governance
- Classification/Term: Class II director; term ends in 2026 .
- Independence: Board affirmatively determined she is independent under NASDAQ rules .
- Committee Assignments: Member, Risk and Compliance Oversight Committee (RCOC); not a chair .
- RCOC scope: Oversees ERM, strategic/operational/compliance/financial/technology & cyber risk; monitors management adherence and compliance responses .
- Attendance/Engagement: Board met 7 times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended 2024 annual meeting; independent director executive sessions held regularly .
Committee Memberships
| Committee | Role | Meetings in 2024 | Citation |
|---|---|---|---|
| Risk & Compliance Oversight | Member | 4 | |
| Audit | — | 5 | Committee membership listed; Not on Audit |
| Compensation | — | 4 | Committee membership listed; Not on Compensation |
| Nominating & Corporate Governance | — | 4 | Committee membership listed; Not on NCG |
Fixed Compensation
- Director Compensation Policy (non-employee directors <5% ownership):
- Board retainer $40,000; Chair retainer $50,000 (in lieu of director retainer)
- Committee member retainer $10,000; committee chair retainer $50,000
- Initial equity award: one-time RSU grant FMV $250,000
- Annual equity award: RSU FMV $150,000
- RSUs vest in full on one-year anniversary; CIC acceleration vests unvested grants immediately
- Deferrals permitted via Deferred Compensation Plan; cash retainers may be converted to RSUs .
2024 Director Compensation (Granted/Paid)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Olivia Nottebohm | 45,000 | 149,864 | 194,864 |
| Citations: . |
- Mix and alignment: In 2024, equity accounted for approximately 77% of total director compensation for Nottebohm (149,864 of 194,864), emphasizing equity-based alignment .
Performance Compensation
- Director equity awards are RSUs with time-based vesting; no performance metrics (e.g., TSR, revenue, EBITDA) are described for director grants. All unvested director equity vests upon change-in-control .
| Performance Metric Type | Structure | Source |
|---|---|---|
| Director RSU performance metrics | None disclosed; time-based RSUs vest at 1 year; CIC full acceleration |
Other Directorships & Interlocks
| Company | Role | Potential Interlocks/Relationships |
|---|---|---|
| Lightmatter, Inc. | Director | No AppFolio-related interlocks disclosed |
No other public company directorships for Nottebohm are disclosed in the proxy .
Expertise & Qualifications
- SaaS and cloud GTM leadership; senior operating roles at Box, Dropbox, Google Cloud/Ads .
- Strategy/operations consulting experience (McKinsey partner) .
- Education: B.A. Economics (Harvard); M.B.A. (Stanford GSB) .
- Board skills aligned to RCOC risk oversight across technology/cyber and operational domains .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | Class B Shares Beneficially Owned | % Voting Power | Notes |
|---|---|---|---|---|
| Olivia Nottebohm | 1,449 | — | * | Shares granted pursuant to Director Compensation Policy (footnote 17) |
| Citations: . |
- Pledging/Hedging: Insider Trading Policy prohibits short sales, derivatives, hedging, and (subject to limited exceptions) pledging/margin; no pledging by Nottebohm is disclosed .
Related Party Agreements and Potential Conflicts
| Counterparty | Terms | Duration | Payment Source | Notes |
|---|---|---|---|---|
| IGSB, Inc. (controlled by Maurice J. Duca, largest stockholder) | Duca agreed to pay Nottebohm 35% of the net gain on the equivalent of 35,714 shares of APPF Class A each year; net gain calculated vs $100 starting value and 10-day average final closing price prior to payment date; payable in cash or shares | Next six years | No payment from the Company | Prior consulting relationship with IGSB; Board considered independence with these facts . |
- Governance implication: Although the Board determined independence, the arrangement creates a direct financial tie to the largest stockholder and an incentive linked to APPF share price outside Company compensation structures—a potential perception risk for minority holders regarding director impartiality on shareholder matters. RED FLAG .
Governance Assessment
-
Positives:
- Independent director with strong SaaS operating and GTM background; serves on RCOC with oversight of ERM and cyber risk, supporting board effectiveness in risk governance .
- Regular engagement: Board held 7 meetings; she met minimum attendance threshold; independent director executive sessions conducted; all directors attended annual meeting—indicative of baseline engagement .
- Equity-heavy director compensation and small personal shareholdings (1,449 Class A) align incentives without outsized voting control .
-
Concerns/RED FLAGS:
- Third-party payment right from largest shareholder (IGSB/Duca) tied to APPF stock appreciation for six years—creates potential conflict or perceived influence channel, despite no Company cash flows and Board independence determination .
- No disclosed performance-based conditions for director equity grants (time-based RSUs; CIC acceleration), which is standard but offers limited pay-for-performance linkage for directors .
-
Net view: Nottebohm adds relevant SaaS operating and risk oversight expertise to APPF’s board. The IGSB/Duca arrangement warrants monitoring for any votes or deliberations involving major stockholder interests; enhanced transparency or recusal protocols could mitigate perceived conflicts .