Shane Trigg
APPFOLIOAbout Shane Trigg
Shane Trigg is President & CEO of AppFolio and a Class III director (non‑independent), age 50, serving as a director since 2023; he holds a B.S. in Human Ecology (Ohio State) and an MBA (University of Notre Dame) . He became CEO on March 1, 2023 after leading AppFolio’s Real Estate segment (Apr 2020–Feb 2023) and previously held senior leadership roles at Salesforce (SVP, Commerce Cloud; SVP, Marketing Cloud, 2012–2020) and MRI Software/Intuit Real Estate Solutions (2004–2011) . Under pay‑versus‑performance disclosures, APPF’s cumulative TSR value (fixed $100 base as of 12/31/2019) moved from 158 in 2023 to 224 in 2024 while revenue rose from $620,445k in 2023 to $794,202k in 2024; reported net income improved to $204,068k in 2024 (all figures per the company’s PVP table) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AppFolio | President & General Manager, Real Estate | 2020–2023 | Senior operating leadership in core real estate software segment |
| Salesforce | SVP, Commerce Cloud; SVP, Marketing Cloud | 2012–2020 | Senior leadership in cloud software platforms |
| MRI Software / Intuit Real Estate Solutions | Various roles; last VP, Global Sales & Marketing | 2004–2011 | Senior leadership in real estate and investment management software |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| AppFolio | Director (Class III) | 2023–present | Non‑independent; employee director may not serve on board committees |
- Board governance overlay: Independent Chair; all board committees chaired by independent directors; independent directors meet in executive session; the board held seven meetings in 2024 with all directors attending ≥75% of meetings .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (set/annualized) ($) | 440,000 | 511,223 | 550,000 |
| Salary actually paid (SCT) ($) | 440,000 | 511,223 | 545,765 |
| Target Cash Bonus ($) | — | 525,000 | 550,000 |
| Corporate Bonus Paid ($) | 488,400 | 552,161 | 671,291 |
Notes:
- 2024 Corporate Bonus Plan was based on a blended achievement of 123% .
- 2024 SCT “Bonus” column includes $300,000 2023 CEO sign‑on bonus recognized once clawback contingency lapsed plus a one‑time $480,000 2024 performance bonus .
Performance Compensation
2024 Annual Incentive Plan (Corporate Bonus Plan)
| Metric | Weight | Threshold (Attain/Payout) | Target (Attain/Payout) | Max (Attain/Payout) | Actual Payout |
|---|---|---|---|---|---|
| Booked Residential Units | 40% | 85% / 50% | 100% / 100% | 120% / 200% | 102% |
| GAAP Revenue | 30% | 97% / 75% | 100% / 100% | 106% / 150% | 123% |
| Adjusted GAAP Operating Margin | 30% | 85% / 50% | 100% / 100% | 115% / 150% | 150% |
| Blended Payout | — | — | — | — | 123% |
2024 Long‑Term Equity (Grant date: January 24, 2024)
- RSUs: 6,888 shares; grant date fair value $1,200,096; vests quarterly over four years starting May 10, 2024, subject to continued service .
- PSUs (target): 10,332 shares; grant date fair value $1,800,144; performance period CY2024 on the same metrics/curves as the AIP; certified payout at 123% (12,709 shares earned); 1/3 vested on Feb 10, 2025; remaining 2/3 vests in equal quarterly installments through Feb 10, 2027, subject to continued service .
| 2024 Equity Award | Grant Date | Shares/Target (#) | Earned (#) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| RSU | 1/24/2024 | 6,888 | — | 1,200,096 | Quarterly over 4 years from 5/10/2024 |
| PSU | 1/24/2024 | 10,332 | 12,709 | 1,800,144 | 1/3 on 2/10/2025; remaining quarterly to 2/10/2027 |
Additional outstanding CEO equity and options:
- CEO option grant: 120,000 options at $129.74, granted 3/1/2023; vest 1/3 on each of 12/31/2025, 12/31/2026, and 12/31/2027; expiration 3/1/2033 .
- As of 12/31/2024, CEO realized 49,092 shares from vesting in 2024 (value realized $11,321,506 per SEC methodology) .
Equity Ownership & Alignment
| Beneficial Ownership (as of 3/31/2025) | Class A Shares | % of Class A | Notes |
|---|---|---|---|
| William Shane Trigg | 31,777 | <1% | Based on 23,038,832 Class A and 12,981,324 Class B outstanding; employee director |
- Hedging/pledging: Insider Trading Policy prohibits hedging and pledging, and restricts margin/short sales and derivatives; prohibitions also extend to household members .
- Ownership guidelines: No specific multiple disclosed; company emphasizes limiting dilution and alignment via equity and at‑risk pay; no formal peer benchmarking or consultant engaged (uses survey data) .
- Snapshot of key unvested awards at 12/31/2024 (select items): 2024 PSUs 12,709 units ($3,135,564 mv); 2024 RSUs 5,596 units ($1,380,645 mv); multiple 2023 RSU/PSU tranches and earlier awards remain unvested; see Outstanding Equity Awards table .
Employment Terms
- Structure: At‑will; minimum base salary $525,000; target annual bonus 100% of base; 2023 sign‑on cash $300,000 (clawback if departure before 3/1/2024); special 2023 RSUs ($1.5m) and 120,000 options; annual equity (RSUs+PSUs) at least $3.0m (2024–2025) and $3.5m (2026–2027), subject to Board approval .
| Scenario | Cash | COBRA | Equity Treatment |
|---|---|---|---|
| Death/Disability | Prior‑year earned bonus; pro‑rated current‑year bonus ≤ target | Up to 12 months | All RSUs and PSUs fully accelerate; options accelerate pro‑rata by time served; 18‑month post‑termination exercise (or to expiry) |
| Termination without Cause or Good Reason (non‑CIC) | 12 months base salary; prior‑year earned bonus; pro‑rated current‑year bonus ≤ target | Up to 12 months | RSUs: portion equal to next 12 months’ vesting accelerates (timing depends on termination date); PSUs: if un‑certified, pro‑rata based on months served and Board‑forecast achievement ≤ target; if certified, next 12 months’ portion accelerates; options: pro‑rata by time served; 18‑month exercise window (or to expiry) |
| CIC + Qualifying Termination within 12 months (double trigger) | Same as above | Up to 12 months | All RSUs and PSUs fully accelerate (PSUs at Board‑determined forecast ≤ target); if awards not assumed in the transaction, they fully accelerate immediately prior to close |
-
Illustrative values (as of 12/31/2024, stock $246.72): Death/Disability equity acceleration $23,228,594; non‑CIC qualifying termination equity acceleration $17,177,292; CIC qualifying termination equity acceleration $16,178,911; cash severance+bonus in non‑CIC or CIC $1,221,291; COBRA ~$26,618 .
-
Clawback: Executive Compensation Recovery Policy (Dodd‑Frank Section 10D/Nasdaq 5608) requires recovery of erroneously awarded incentive compensation received in the 3 prior completed fiscal years if the company must prepare a restatement .
Board Governance (Director Service, Committees, Independence)
| Item | Detail |
|---|---|
| Board class/term | Class III; term expires 2027 annual meeting |
| Independence | Not independent (current executive officer) |
| Committee service | Employee directors may not serve on board committees |
| Leadership | Independent Chair; all committees chaired by independent directors |
| Meetings/attendance | Board held 7 meetings in 2024; each director attended ≥75% of meetings/committees served |
- Director compensation: Employee directors receive no additional director compensation .
Performance & Track Record (Selected Disclosures)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Revenue ($000s) | 310,056 | 359,370 | 471,883 | 620,445 | 794,202 |
| Net Income ($000s) | 158,403 | 1,028 | (68,119) | 2,702 | 204,068 |
| Company TSR (Value of $100) | 164 | 110 | 96 | 158 | 224 |
| Peer Group TSR (Value of $100) | 150 | 207 | 133 | 221 | 301 |
- Pay ratio: CEO total compensation $5,018,965; median employee $200,472; 25:1 ratio (2024) .
Compensation Committee and Policy Notes
- Committee members: Andreas von Blottnitz (Chair), Janet Kerr, Alex Wolf .
- No formal peer group and no compensation consultant; committee references survey data and emphasizes at‑risk pay and limiting dilution .
Investment Implications
- Pay‑for‑performance alignment: 2024 long‑term equity mix is weighted 60% PSUs / 40% RSUs, with PSUs tied entirely to measurable 1‑year performance metrics and a realized payout at 123%; AIP uses the same metrics with a 123% blended payout, reinforcing line‑of‑sight performance orientation .
- Vesting‑driven liquidity windows: Ongoing quarterly vesting of 2024 RSUs and PSUs through Feb 2027, plus option cliffs on 12/31/2025–2027, create recurring potential insider selling windows that traders should monitor alongside 10b5‑1 plans and blackout periods .
- Retention and change‑in‑control economics: Multi‑year minimum equity grant commitments (through 2027) and robust (but capped‑at‑target) severance/acceleration design lower near‑term retention risk while providing standard double‑trigger protection in a sale, with significant unvested equity value tied to continued service .
- Ownership alignment and risk controls: Direct beneficial ownership is modest (<1%), but hedging and pledging are prohibited; no disclosed stock ownership guideline multiple, though the program stresses equity and at‑risk pay to align incentives .
- Governance checks on dual roles: While CEO also serves as a director, concentration risk is mitigated by an independent Chair and independent committee leadership; employee directors cannot sit on committees .