DEF 14A of Intapp, Inc., Oct 3, 2023

DEF 14A of Intapp, Inc.

Filed Oct 3, 2023 · FY20230001140361-23-046639

Open on EDGAR

  1. BOARD OF DIRECTORS

    BOARD OF DIRECTORS OUR BOARD OF DIRECTORS The following sets forth certain information, as of October 3, 2023, and certain other information for each of the directors with terms expiring at the Annual Meeting (who are also nominees for election as a director at the Annual Meeting) and for each of the continuing directors.

  2. BOARD OF DIRECTORS

    | Name | Age | Position(s) | Classification (Term Expiration) | | Martin Fichtner | 46 | Director and Nominee | Class III (2026)* | | Chris Gaffney | 60 | Director and Nominee | Class III (2026)* | | John Hall | 51 | Chairman of the Board and Nominee, and Chief Executive Officer | Class III (2026)* | | Beverly Allen | 56 | Director | Class II (2025) | | Nancy Harris | 60 | Director | Class II (2025) | | Derek Schoettle | 50 | Director | Class II (2025) | | Marie Wieck | 62 | Director | Class II (2025) | | Ralph Baxter | 77 | Director | Class I (2024) | | Charles Moran | 68 | Director | Class I (2024) | | George Neble | 67 | Director | Class I (2024) |

  3. BOARD OF DIRECTORS

    | * Term expiration assuming reelection. |

  4. BOARD OF DIRECTORS

    Martin Fichtner has served as a director of the Company since November 2022. Mr. Fichtner joined Temasek International (USA) LLC (“Temasek International”) in May 2019 where he serves as Head of West Coast (U.S.A.) and Deputy Head of Technology & Consumer. Before joining Temasek International, Mr. Fichtner was at private equity firm Silver Lake, from 2010 to February 2019, where he was Managing Director of Silver Lake Kraftwerk, a fund focused on technology-enabled growth businesses. Earlier, Mr. Fichtner was at private equity firm Elevation Partners, where he was a Principal and founding member. Prior to becoming a private equity investor, Mr. Fichtner was an investment banker at The Goldman Sachs Group, Inc. Mr. Fichtner currently serves as a board member for E2open Parent Holdings, Inc. Mr. Fichtner received a Bachelor of Science in Industrial Engineering and a Master of Science in Engineering Economic Systems and Operations Research, both from Stanford University. We believe that Mr. Fichtner is qualified to serve on our board of directors due to his extensive finance and technology industry experience. Chris Gaffney has served as a director of the Company since 2012. Mr. Gaffney has been a Co-Founder and Managing Director of private equity firm Great Hill Partners, L.P., where he is responsible for transaction origination, investment policy, fundraising, investor relations and the general management of the firm, since 1998. Mr. Gaffney currently serves as a board member for Echobot, Ltd, Auvik Networks Inc., Terminus Software, Inc., Totango Inc., EvolveIP, LLC, Ikon Science Ltd., G/O Media, Inc., Enterprise DB Corporation, Varicent Software, Inc., Mission Cloud Services Inc., Locus Robotics Corp., Paradox, Inc., and Special Olympics Massachusetts. Previously, Mr. Gaffney served as a board member for Skillz Inc. Mr. Gaffney has participated in the private equity business since 1986 and his investment experience covers a broad group of industries, including business services and software, information services, eCommerce, consumer and online services, financial services, insurance, digital publishing, telecommunications, logistics, education, and broadcasting. Mr. Gaffney received a B.S. from Boston College in accounting and economics. We believe that Mr. Gaffney is qualified to serve on our board of directors due to his extensive finance industry experience. John Hall has served as a director and Chief Executive Officer of the Company since 2007. Prior to joining the Company, Mr. Hall was an early executive at VA Linux Systems and helped lead the company from its startup phase to its initial public offering. We believe that Mr. Hall is qualified to serve on our board of directors because of the perspective and experience he brings as our Chief Executive Officer. Beverly Allen has served as a director of the Company since February 2022. Ms. Allen has been the Senior Vice President, General Counsel, Chief Compliance and Privacy Officer, and Corporate Secretary of Inovalon Holdings, Inc., which offers data-driven, cloud-based solutions to healthcare organizations, since December 2016. Prior to Inovalon, Ms. Allen was Chief Integrity Officer at MedStar Washington Hospital Center. Ms. Allen’s previous experience also includes leadership positions with Booz Allen Hamilton, SRA International, the U.S. Department of Homeland Security, and the U.S. Department of Education’s District of Columbia Enforcement Office. Ms. Allen received a B.A. from the University of Virginia, a J.D. from the University of North Carolina School of Law, and a master’s degree from Georgetown University. We believe that Ms. Allen is qualified to serve on our board of directors due to her leadership experience and extensive background in managing legal, compliance, and privacy risks. Nancy Harris has served as a director of the Company since July 2021. Ms. Harris was the Executive Vice President and Managing Director of Sage North America from 2011 until her retirement in January 2022. Ms. Harris has more than 35 years of experience in a variety of leadership capacities in the software industry. Prior to Sage, Ms. Harris served as the Chief Operating Officer of ESO Solutions, a high-growth SaaS company, from 2010 to 2011. Prior to ESO, Ms. Harris served as the Chief Operating Officer of Asure Software from 2001 to 2009. Prior to Asure Software, Ms. Harris served as the Vice President of Marketing at ClearCommerce Corporation and as the Director of Product Marketing at BMC Software, Inc. Ms. Harris received a B.S. in Journalism from Northwestern University and a Masters in Marketing from Northwestern University. We believe that Ms. Harris is qualified to serve on our board of directors due to her leadership experience and extensive background in the software industry. Derek Schoettle has served as a director of the Company since February 2020. Mr. Schoettle joined Great Hill Partners, L.P. in April 2019 and serves as the Growth Partner. Prior to joining Great Hill Partners, Mr. Schoettle served as chief executive officer of Zoom Information, Inc. (“ZoomInfo”), a B2B data and business information solutions provider, from 2018 to February 2019. Prior to Zoominfo, Mr. Schoettle served as general manager at IBM and chief executive officer of the NoSQL database-as-a-service (DBaaS) provider. Prior to joining IBM, Mr. Schoettle served as chief executive officer of Cloudant, Inc., which was acquired by IBM in 2014. Mr. Schoettle is a member of the Forbes Technology Council, a board member of The Mass Technology Leadership Council, an Entrepreneur in Residence at The Blank Center at Babson College and is active in a number of Boston-area start-ups. Mr. Schoettle received a B.A. from Dickinson College and an M.B.A. from Babson College. We believe that Mr. Schoettle is qualified to serve on our board of directors due to his extensive technology industry experience and his significant managerial experience at global technology companies. Marie Wieck has served as a director of the Company since July 2021. Ms. Wieck joined Ethos Capital in 2020 as an Executive Partner. Ms. Wieck also founded Moroquain LLC in 2020 which provides digital transformation and diversity consulting services. Prior to Moroquain, Ms. Wieck retired from IBM after a 36-year career, the last 10 years of which were in senior leadership and General Management roles. Ms. Wieck served on the Board of Mercedes-Benz Group (known as Daimler AG until October 2021) as an independent Shareholder Representative from 2018 to 2021. She also served on the Daimler AG Group’s Legal Affairs Committee. Ms. Wieck has served on the Board of Daimler Truck AG since October 2021 and is also a member of the Presidential Committee, the Nominating Committee and the Mediation Committee. In May 2021, Ms. Wieck joined the Board of Uptake, an industrial AI company founded in 2014. In March 2023, Ms. Wieck became an independent trustee of Oversight Board, which was founded by Meta Platforms, Inc. for content moderation decisions and policy review. She serves on the Technical Advisory Committee of Lutron Electronics. Ms. Wieck serves on the Board of Visitors of Columbia University School of Engineering and serves as the Chair of Charity Navigator. Ms. Wieck received a B.S. in engineering from The Cooper Union, a M.S. in computer science from Columbia University and an MBA from New York University. We believe that Ms. Wieck is qualified to serve on our board of directors due to her leadership experience and extensive background in the technology industry. Ralph Baxter has served as a director of the Company since July 2021. Mr. Baxter previously served as a director of the Company’s operating subsidiary, Integration Appliance, Inc., from 2016 to 2021. Since 2014, Mr. Baxter has regularly advised law firms, legal technology companies, and corporate law departments on their

  5. BOARD OF DIRECTORS

    strategies and execution and emerging models for improved delivery of legal service. From 1990 to 2013, Mr. Baxter served as CEO of Orrick, Herrington & Sutcliffe LLP, a leading global law firm, and launched numerous transformative initiatives during his tenure, including the creation of Orrick’s Global Operations Center in Wheeling, West Virginia, and changes in the firm’s talent and pricing models. Mr. Baxter also served as director for Lex Machina, Inc. Mr. Baxter is a member of the Legal Advisory Board of LegalZoom.com, Inc., a Senior Advisor and member of the Advisory Board of the Stanford Law School Center on the Legal Profession and a member of the Advisory Board of the Harvard Law School Center on the Legal Profession. Mr. Baxter received an A.B. in History from Stanford University and a J.D. from the University of Virginia. We believe Mr. Baxter is qualified to serve on our board of directors due to his deep legal industry expertise and his leadership experience. Charles Moran has served as a director of the Company since 2019. Mr. Moran is the founder of Skillsoft PLC, a leading global provider of cloud-based learning and talent management solutions, and was President and Chief Executive Officer from 1998 to 2015. Mr. Moran was a board member of Skillsoft PLC from 1998 to 2016, including service as Chair after his retirement as President and Chief Executive Officer. Prior to founding Skillsoft PLC, Mr. Moran served as president and chief executive officer of NETg, a former subsidiary of National Education Corporation, and a provider of computer-based training for IT professionals. Prior to joining Netg, Mr. Moran served as the chief operating officer and chief financial officer of SoftDesk, which was acquired by Autodesk Inc. Prior to joining Softdesk, Mr. Moran served as president of Sytron Corporation, a data management software subsidiary of Rexon Inc. Mr. Moran currently serves as a board member for Commvault Systems Inc. and Manhattan Associates Inc., and has served as a board member of several private companies. Previously, Mr. Moran served as a board member for Duck Creek Technologies Inc. and Clarivate Analytics PLC. Mr. Moran received a B.S. from Boston College and an M.B.A. from Suffolk University. We believe that Mr. Moran is qualified to serve on our board of directors due to his extensive background in the technology industry and his leadership experience. George Neble has served as a director of the Company since July 2021. Mr. Neble brings more than 40 years of accounting and auditing experience working with both public and private companies. From November 2012 to June 2017, Mr. Neble served as the Northeast Market Leader and Managing Partner of the Boston office of Ernst & Young LLP. From 2002 to 2012, Mr. Neble was a senior assurance partner at Ernst & Young LLP. He has served as a board member of EverQuote, Inc. since May 2018, LumiraDx Limited since July 2020, Wasabi, Inc. and Equipnet, Inc. Mr. Neble has also served as a business advisor working with high growth and emerging technology companies since July 2017 along with serving on the boards of various non-profit organizations. From 1978 to 2002, Mr. Neble was an Assurance Partner at Arthur Andersen serving primarily emerging and growth-oriented companies. He is a certified public accountant with extensive experience in accounting, SEC and financial reporting matters. Mr. Neble received a B.S. degree in accounting from Boston College. We believe that Mr. Neble is qualified to serve on our board of directors due to his extensive experience and knowledge of accounting and financial matters as well as audit functions. COMPOSITION OF OUR BOARD OF DIRECTORS Our business and affairs are managed under the direction of our board of directors. Our board of directors currently consists of 10 directors. Subject to the terms of the Stockholders Agreement (defined below), our certificate of incorporation and bylaws, the number of directors is fixed by our board of directors. Our board of directors is divided into three classes, with each director serving a three-year term, and one class being elected at each year’s annual meeting of stockholders. Assuming reelection, Martin Fichtner, Chris Gaffney and John Hall will serve as Class III directors with a term expiring in 2026. Ralph Baxter, Charles Moran and George Neble serve as Class I directors with a term expiring in 2024. Beverly Allen, Nancy Harris, Derek Schoettle and Marie Wieck serve as Class II directors with a term expiring in 2025. On July 2, 2021, we entered into a stockholders’ agreement (the “Stockholders’ Agreement”) with Anderson Investments Pte. Ltd. (“Anderson”), Great Hill Equity Partners IV, L.P. and Great Hill Investors, LLC (together with Great Hill Equity Partners IV, L.P., “Great Hill”). The Stockholders’ Agreement provide that so long as each of Anderson and Great Hill beneficially owns at least 10.0% of our outstanding common stock, each shall have the right to nominate one director to our board of directors. Pursuant to the Stockholders’ Agreement, we have agreed to use our commercially reasonable efforts to cause the election of the slate of directors recommended by our board of directors, which, subject to the fiduciary duties of our directors, will include the persons nominated by Anderson and Great Hill in accordance with the Stockholders’ Agreement. At the current ownership levels, Anderson and Great Hill are each entitled to nominate one director for election to our board of directors. Martin Fichtner and Chris Gaffney currently serve on our board of directors and serve as the designees of Anderson and Great Hill, respectively. The Stockholders’ Agreement will terminate automatically (without any action by any party thereto) as it relates to each stockholder at such time as such stockholder ceases to beneficially own in excess of 10% of the issued and outstanding shares of common stock of the Company as of the time of the record date for the annual stockholders’ meeting.

  6. Compensation Committee

    Compensation Committee Our Compensation Committee consists of Martin Fichtner, Nancy Harris and Chris Gaffney, with Ms. Harris chairing this committee. Our Board has determined that each of Martin Fichtner, Nancy Harris and Chris Gaffney meet the definition of “independent director” for purposes of serving on the Compensation Committee under the corporate governance standards of Nasdaq. No member of our Compensation Committee is or has been one of our officers or employees and none has any relationships with us of the type that is required to be disclosed under Item 404 of Regulation S-K. None of our executive officers serves or during fiscal year 2023 has served as a member of the board of directors, compensation committee or other board committee performing equivalent functions of any entity that has one or more executive officers serving as one of our directors or on our Compensation Committee. Mr. Moran served as a member of our Compensation Committee from the closing of the Company’s initial public offering until June 28, 2023. Mr. Moran was party to a director services agreement which expired on December 31, 2021 pursuant to which we engaged him as a special advisor for a twelve (12) month term for financial advice and advice in connection with the Company’s initial public offering. On May 27, 2021, our Board determined that, even though Mr. Moran is not considered “independent” within the meaning of Nasdaq Rule 5605(a)(2), it was imperative and in the best interests of our company and our stockholders that Mr. Moran be appointed as a member of our Compensation Committee for a period of not more than two (2) years from and after the date the registration statement we filed in connection with our initial public offering was declared effective. The Board made this determination in light of the fact that Mr. Moran has been our director since 2019 and is therefore very familiar with our historical executive compensation decisions, policies and practices and also has extensive experience in the technology industry and its respective practices. Further, Mr. Moran was the chief executive officer of a public company and has served on the boards of several public companies and in different committee roles at these companies, including compensation committees. For these reasons, our Board determined that Mr. Moran could provide our Compensation Committee with a unique perspective for compensation-related decisions during a period not exceeding two years. On June 28, 2023, Ms. Harris replaced Mr. Moran on the Compensation Committee. Our Compensation Committee is responsible for, among other matters:

  7. Compensation Committee

    | • | reviewing, modifying and approving (or if it deems appropriate, making recommendations to the full board of directors regarding) our overall compensation strategy and policies; |

  8. Compensation Committee

    | • | reviewing and approving (or if it deems appropriate, making recommendations to the full board of directors regarding) the salaries, benefits and equity incentive grants provided to our consultants, officers, directors and other individuals we compensate; |

  9. Compensation Committee

    | • | reviewing and approving corporate goals and objectives relevant to executive officer compensation, evaluating executive officer performance in light of those goals and objectives, and determining executive officer compensation based on that evaluation; |

  10. Compensation Committee

    | • | reviewing and approving the terms of any employment agreements, severance arrangements, change in control protections and any other compensatory arrangements for our executive officers; and |

  11. Compensation Committee

    | • | overseeing our compensation and employee benefit plans. |

  12. Compensation Committee

    Our Compensation Committee operates under a written charter, which is available on our principal corporate website at www.intapp.com, which is intended to satisfy the applicable rules and regulations of the SEC and the Nasdaq listing standards, and our Compensation Committee reviews the charter annually. Five Compensation Committee meetings were held during fiscal year 2023. In accordance with its charter, the Compensation Committee has the authority to engage outside consultants to assist in the performance of its duties and responsibilities. The Compensation Committee may delegate its authority under its charter to a subcommittee as it deems appropriate from time to time. During fiscal year 2023, the Compensation Committee approved the Company’s retention of Alpine Rewards, LLC (“Alpine”) as its external compensation consultant to advise on executive and employee compensation matters, including the Company’s overall compensation program design, executive and employee compensation provided and the collection of market data to inform our compensation programs for our executives and employees. Our Compensation Committee has reviewed various reports and materials produced by Alpine. The Compensation Committee assessed Alpine’s independence in connection with Alpine’s retention as its external compensation consultant and concluded that the engagement of Alpine did not raise any conflict of interest.

  13. Nominating and Corporate Governance Committee

    | Name | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Beverly Allen | 44,000 | 203,424 | — | — | 247,424 | | Ralph Baxter | — | — | 208,000 | 240,000 | 448,000 | | Mukul Chawla(1) | 15,750 | — | — | — | 15,750 | | Martin Fichtner | 22,500 | — | — | — | 22,500 | | Chris Gaffney | 36,000 | 203,424 | — | — | 239,424 | | Nancy Harris | 40,063 | 203,424 | — | — | 243,487 | | Charles Moran | 38,933 | 203,424 | — | — | 242,357 | | George Neble | 50,000 | 203,424 | — | — | 253,424 | | Derek Schoettle | 38,000 | 203,424 | — | — | 241,424 | | Marie Wieck | 44,000 | 203,424 | — | — | 247,424 |

  14. Director Compensation in Fiscal Year 2023

    Director Compensation in Fiscal Year 2023 During fiscal year 2023, our non-employee directors, other than Mr. Baxter, were compensated for services in accordance with our non-employee director compensation policy that became effective in connection with our initial public offering, as described below. Mr. Baxter received compensation for his services to the Company pursuant to an individual agreement, as described in “Certain Relationships and Related Party Transactions.” Mr. Baxter does not receive any additional compensation for his services as a director. Martin Fichtner, who became a director of the Company effective November 15, 2022, did not receive a grant of RSUs pursuant to our 2021 Plan in connection with his election to our board of directors. During fiscal year 2023, Mr. Fichtner earned cash fees which were paid to his employer. Mr. Hall, who serves as the Company’s Chief Executive Officer, does not receive any additional compensation for his services as a director.

  15. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy

  16. EXECUTIVE COMPENSATION

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All other compensation ($)(3) | Total Compensation ($) | | John Hall | 2023 | 474,500 | 2,208,000 | 404,270 | 9,830 | 3,096,600 | | Chief Executive Officer | 2022 | 456,290 | — | 427,100 | 8,700 | 892,090 | | Thad Jampol | 2023 | 461,300 | 1,324,800 | 343,900 | 9,846 | 2,139,846 | | Co-Founder and Chief Product Officer | 2022 | 427,141 | — | 444,800 | 9,200 | 881,141 | | Don Coleman | 2023 | 408,500 | 1,324,800 | 304,540 | 9,899 | 2,047,739 | | Chief Operating Officer | 2022 | 371,481 | — | 387,200 | 9,200 | 767,881 |