Winifred Webb
Director at APPF
Board
About Winifred Webb
Winifred Webb (age 67) has served on AppFolio’s Board since 2019 and is currently a Class III director with a term expiring at the 2027 annual meeting. She is the founder of Kestrel Corporate Advisors and brings two decades of senior leadership at The Walt Disney Company (including SVP Investor Relations), plus executive roles at Ticketmaster and investment banking experience. She holds an MBA from Harvard and a BA from Smith; she is an NACD Board Leadership Fellow and earned the CERT Certificate in Cybersecurity Oversight from NACD/Carnegie Mellon. The Board has affirmatively determined that Webb is independent under NASDAQ listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Walt Disney Company | Senior leadership including SVP Investor Relations & Shareholder Services; governance outreach; corporate treasury; Executive Director of The Walt Disney Company Foundation | 20 years | Investor relations, governance outreach (senior finance/investor relations executive) |
| Ticketmaster Entertainment, Inc. | Senior executive team member | 2008–2010 | Digital/consumer sector experience |
| Tennenbaum Capital Partners | Managing Director | 2010–2013 | Investment and capital markets expertise |
| Investment Banking (prior to Disney) | Various roles | Not disclosed | Capital markets background |
External Roles
| Organization | Role | Public Ticker | Tenure | Sector/Interlock Notes |
|---|---|---|---|---|
| ABM Industries Incorporated | Director | NYSE: ABM | Current | Facilities services; no related-party transactions disclosed with AppFolio |
| Wynn Resorts, Limited | Director | NASDAQ: WYNN | Current | Gaming & hospitality; no related-party transactions disclosed with AppFolio |
| AMH (American Homes 4 Rent) | Board of Trustees | NYSE: AMH | Current | Real estate investment trust; sector adjacency to property management; no related-party transactions disclosed with AppFolio |
| TiVo; Jack in the Box | Former public company director | — | Prior years | Historical board service |
Board Governance
- Independence: The Board determined Webb meets NASDAQ’s definition of “independent director” .
- Tenure/Classification: Class III; term expires at 2027 annual meeting .
- Attendance: 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 .
- Board leadership: Independent Chair; independent directors chair all committees; executive sessions of independent directors are held regularly .
| Committee | Role | Members | Meetings (2024) | Key Notes |
|---|---|---|---|---|
| Audit Committee | Chair | Winifred Webb (Chair); Andreas von Blottnitz; Agnes Bundy Scanlan | 5 | Webb qualifies as an “Audit Committee financial expert” under Item 407(d) of Regulation S-K; oversees auditing/accounting, internal controls, disclosure, Code of Business Conduct, auditor independence and performance . |
| Nominating & Corporate Governance Committee | Member | Janet Kerr (Chair); Timothy Bliss; Winifred Webb | 4 | Oversees director recruitment, governance guidelines, ESG oversight, CEO succession, Board/committee evaluations, education; all members independent . |
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | 100,000 | Total cash retainer for Board and committee service in 2024 . |
Director Cash Retainer Policy (for eligible non-employee directors; Chair retainers in lieu of director retainer):
| Body/Committee | Director Annual Retainer ($) | Chair Annual Retainer ($) |
|---|---|---|
| Board of Directors | 40,000 | 50,000 |
| Audit Committee | 10,000 | 50,000 |
| Compensation Committee | 10,000 | 50,000 |
| Nominating & Corporate Governance Committee | 10,000 | 50,000 |
| Risk & Compliance Oversight Committee | 10,000 | 50,000 |
Additional policy features:
- Eligible directors may elect to forego compensation; reimbursements for reasonable travel/out-of-pocket expenses; no meeting fees disclosed .
Performance Compensation
| Component | Amount ($) | Grant Structure | Vesting | Change-in-Control | Deferral Options |
|---|---|---|---|---|---|
| Stock Awards (2024) | 149,864 | Annual RSU grant; policy target FMV $150,000; initial one-time RSU $250,000 for new directors | Vests in full on 1-year anniversary (continuous service required) | All unvested director equity immediately vests upon a change in control | Directors may elect to defer or convert cash retainers to RSUs and defer equity under the Nonemployee Director Deferred Compensation Plan . |
Note: Director equity awards are time-based RSUs; no performance metrics (e.g., TSR, revenue) are disclosed for director equity grants .
Other Directorships & Interlocks
| External Board | Potential Interlock Considerations | Disclosure Status |
|---|---|---|
| AMH (REIT) | Real estate exposure aligns with AppFolio’s property management customer base; could provide sector insight | No related-party transactions with AppFolio since Jan 1, 2024 |
| ABM; Wynn Resorts | Cross-industry networks; governance and finance expertise transfer | No related-party transactions with AppFolio since Jan 1, 2024 |
Expertise & Qualifications
- Audit Committee financial expert designation; deep oversight of financial reporting, controls, auditor independence, and disclosure .
- Senior finance and investor relations background (Disney SVP IR; governance outreach; corporate treasury); executive roles in digital companies (Ticketmaster) and investment management (Tennenbaum) .
- Education and credentials: MBA (Harvard), BA (Smith), NACD Board Leadership Fellow, CERT Certificate in Cybersecurity Oversight (NACD/Carnegie Mellon) .
Equity Ownership
| Holder | Class A Shares | Class A % | Class B Shares | Class B % | Notes |
|---|---|---|---|---|---|
| Winifred Webb | 6,655 | <1% | — | — | Shares granted under Director Compensation Policy; beneficial ownership figures include securities vested/exercisable within 60 days; outstanding shares at 3/31/2025: Class A 23,038,832; Class B 12,981,324 . |
Alignment policies:
- Insider Trading Policy prohibits hedging, short sales, derivative transactions, speculative trading, and—subject to limited exceptions—purchasing on margin or pledging company securities; applies to directors and household members .
Governance Assessment
- Strengths: Independent director; Chairs the Audit Committee and is an SEC-defined financial expert—supports robust oversight of financial reporting, controls, auditor independence, and disclosure quality . Strong governance credentials (NACD Fellow; cybersecurity oversight certification) and deep investor relations background improve transparency and investor engagement . Independent Board chair and regular executive sessions enhance board effectiveness; attendance at least 75% in 2024 and full annual meeting attendance signal engagement .
- Incentive alignment: Director pay mix balanced between cash and equity (2024: $100,000 cash; $149,864 equity), with annual RSUs vesting after one year; hedging/pledging prohibitions reduce misalignment risks .
- Conflicts: No related-party transactions involving directors (including Webb) above $120,000 since Jan 1, 2024; one disclosed third-party arrangement involves another director (Nottebohm) and a major shareholder, with no Company funds involved; reduces conflict exposure for Webb .
- Potential watch items: All unvested director equity vests immediately upon a change-in-control (could be viewed as entrenchment/transaction incentive misalignment by some investors, though common in market practice) . Multiple external public boards (ABM, WYNN, AMH) increase time commitments; no attendance shortfall disclosed (≥75% threshold met) .
- Shareholder engagement: Board recommends annual say-on-pay frequency, signaling responsiveness to investor oversight of compensation . Audit oversight continuity (PwC auditor; firm since 2011) under Webb’s committee suggests stability in financial reporting processes .