DEF 14A of Intapp, Inc., Oct 6, 2026

DEF 14A of Intapp, Inc.

Filed Oct 6, 2026 · FY20260001140361-26-038804

Open on EDGAR

  1. BOARD OF DIRECTORS

    BOARD OF DIRECTORS OUR BOARD OF DIRECTORS The following sets forth certain information, as of October 6, 2026 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 | 49 | Director and Nominee | Class III (2029)* | | John Hall | 54 | Chairman of the Board and Nominee, and Chief Executive Officer | Class III (2029)* | | Beverly Allen | 59 | Director | Class II (2028) | | Nancy Harris | 63 | Director | Class II (2028) | | Marie Wieck | 65 | Director | Class II (2028) | | Ralph Baxter | 80 | Director | Class I (2027) | | Charles Moran | 71 | Director | Class I (2027) | | George Neble | 70 | Director | Class I (2027) |

  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 Head of Technology & Consumer (North American and EMEA). 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 is a former board member of 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. 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 Chief Legal Officer, since July 2020, and Chief Compliance and Privacy Officer and Corporate Secretary, since December 2016, of Inovalon, Inc., which offers data-driven, cloud-based solutions to healthcare organizations. 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 serves on the board of directors of Trustmark Mutual Co. and previously served as a board member of M-Files and Acumatica, each a privately-held SaaS company. 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. Marie Wieck has served as a director of the Company since July 2021. Ms. Wieck joined Ethos Capital in 2020 and is a 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, the Technology and Transformation Committee and the Mediation Committee. 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. Ms. Wieck serves on the Technical Advisory Committee of Lutron Electronics. Ms. Wieck serves on the Board of Visitors of Columbia University School of Engineering. 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 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. and a member of the Legal Advisory Board of LegalZoom.com, Inc. and is 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, including serving as a board member of TCP Software and OverseeAI. 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.

  5. BOARD OF DIRECTORS

    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, Wasabi, Inc. and Equipnet, Inc. Previously, Mr. Neble served as a board member for LumiraDx Limited from July 2020 until April 2024. 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 private companies and 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 8 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 and John Hall serve as Class III directors with a term expiring in 2029. Beverly Allen, Nancy Harris and Marie Wieck serve as Class II directors with a term expiring in 2028. Ralph Baxter, Charles Moran and George Neble serve as Class I directors with a term expiring in 2027. We are party to a stockholders’ agreement dated July 2, 2021 (the “Stockholders’ Agreement”) that provides that so long as certain stockholders, including certain entities affiliated with certain of our directors, beneficially own at least 10% 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 such stockholders in accordance with the Stockholders’ Agreement. 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. At the current ownership levels, Anderson Investments Pte. Ltd. (“Anderson”) is entitled to nominate one director for election to our board of directors. Martin Fichtner currently serves on our board of directors as the designee of Anderson. BOARD MEETING QUORUM REQUIREMENTS Our Amended and Restated Bylaws (the “Bylaws”) provides that a majority of the total number of directors then in office will constitute a quorum. The Board met six (6) times during the fiscal year ended June 30, 2026. During our fiscal year 2026, each director attended at least 75% of the aggregate of the total number of Board meetings and committee meetings on which he or she then served. We encourage our directors to attend annual meetings of stockholders and believe that attendance at annual meetings is just as important as attendance at Board and committee meetings. Each of the eight members of our board of directors then in office attended our 2025 annual meeting of stockholders held on November 18, 2025. BOARD COMMITTEES The composition, duties and responsibilities of our committees are as set forth below. The standing committees of our board of directors consist of an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. In the future, our board of directors may establish other committees, as it deems appropriate, to assist it with its responsibilities.

  6. Nominating and Corporate Governance Committee

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Beverly Allen | $55,000 | $209,090 | — | — | $264,090 | | Ralph Baxter | — | 209,090 | 264,420 | 240,000 | 713,510 | | Martin Fichtner(4) | — | — | — | — | — | | Nancy Harris | 65,000 | 209,090 | — | — | 274,090 | | Charles Moran | 47,500 | 209,090 | — | — | 256,590 | | George Neble | 60,000 | 209,090 | — | — | 269,090 | | Marie Wieck | 60,000 | 209,090 | — | — | 269,090 |

  7. Director Compensation in Fiscal Year 2026

    Director Compensation in Fiscal Year 2026 During fiscal year 2026, our non-employee directors, other than Mr. Baxter and Mr. Fichtner, were compensated for services in accordance with our non-employee director compensation policy, 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.” In addition to compensation for his services pursuant to an individual agreement, Mr. Baxter also receives an Annual RSU award (as defined below) pursuant to our 2021 Plan in connection with his service on our board of directors. Mr. Fichtner currently serves on our board of directors and serves as the designee of Anderson pursuant to the Stockholders’ Agreement and does not receive any compensation for his services as a director. Mr. Hall, who serves as the Company’s Chief Executive Officer, does not receive any additional compensation for his services as a director.

  8. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy

  9. Executive Summary

    Executive Summary Our executive compensation program for fiscal year 2026 was designed to align our NEOs’ interests with our overall business strategy and goals, including increasing our shareholders’ long-term value. In carrying out its responsibility to review, modify and approve (or make recommendations to the full Board regarding) our executive compensation strategy and policies, our Compensation Committee considered market compensation data, including peer group data that was compiled and presented by an independent compensation consultant. In fiscal year 2026, our NEOs received (i) base salaries based on their performance, contributions, experience, and responsibilities; (ii) annual cash bonuses based on our financial performance and individual objectives; and (iii) equity awards, in the form of performance-based stock units (“PSUs”) that vest based on the achievement of performance objectives established by our Compensation Committee and restricted stock units (“RSUs”) that vest based on the NEO’s continued service with the Company through the applicable vesting date. By tying a substantial portion of our NEOs’ compensation for fiscal year 2026 to the financial performance of the Company and the achievement of certain key performance objectives, we believe that our executive compensation program appropriately motivates our executives, incentivizes the continued achievement of the Company’s strong financial performance and aligns our executives’ interests with both the long-term interests of our stockholders as well as our business strategy and goals.

  10. 2026 Executive Compensation Program Highlights

    | • | Annual cash bonuses were performance-based, with 50% based on the achievement of pre-determined performance targets tied to the financial performance of the Company established by the Compensation Committee and 50% tied to individual objectives, in each case with achievement determined by the Compensation Committee. |

  11. 2026 Executive Compensation Program Highlights

    | • | A substantial portion of our NEOs’ compensation was made in the form of equity-based compensation, through the grant of PSUs which vest, if at all, based on the achievement of pre-determined performance objectives established by our Compensation Committee, and RSUs which vest, if at all, based on continued service. |

  12. 2026 Executive Compensation Program Highlights

    | • | Effective August 25, 2025, Dustin Sedgwick was appointed as the Company’s Chief Marketing Officer. Mr. Sedgwick entered into an employment agreement with the Company in connection with the commencement of his employment on substantially similar terms as the other NEOs, except for Mr. Hall. Mr. Sedgwick’s employment agreement provides for at-will employment, a base salary, an annual cash bonus plan opportunity and participation in the Company’s long-term incentive plan and employee benefit plan. |

  13. Overview of our Executive Compensation Program

    Overview of our Executive Compensation Program Compensation Philosophy Our executive compensation program is designed to attract, motivate and retain our executives, link our executives’ compensation to our Company’s performance and align our executives’ interests with the Company’s business strategy and goals and increase long-term value for our stockholders. Elements of Compensation To further these goals, we provide each of our NEOs with a base salary, an annual cash bonus tied to individual objectives and the Company’s financial performance and equity awards, in the form of PSUs tied to the Company’s achievement of established performance objectives and RSUs that vest based on each NEO’s continued service with the Company through the applicable vesting date. The compensation of our NEOs in fiscal year 2026 consisted of the following elements:

  14. Overview of our Executive Compensation Program

    | What We Do | | What We Don’t Do | | | ✔ | Deliver executive compensation in a balanced mix of cash and equity compensation, including performance-based incentive awards | ✘ | No hedging of equity | | ✔ | Target pay based on market norms | ✘ | No excessive severance benefits | | ✔ | Consult with an independent compensation consultant on compensation levels and practices | ✘ | No tax gross-ups for severance payments | | ✔ | Align pay with performance, including through the annual cash bonus and PSUs | ✘ | No guaranteed salary increases or bonus arrangements | | ✔ | Offer market-competitive benefits for executives that are consistent with the rest of our employees | ✘ | No enhanced retirement benefits | | ✔ | Maintain a compensation recoupment policy | ✘ | No single-trigger equity acceleration for executives upon a change-in-control | | ✔ | Maintain stock ownership guidelines | ✘ | No repricing of underwater stock options |

  15. Compensation Consultant

    Compensation Consultant During fiscal year 2026, the Committee was advised by Alpine Rewards, LLC (“Alpine”) as its independent compensation consultant 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, including peer group data, to inform our compensation programs for our executives and employees. The Committee has reviewed various reports and materials produced by Alpine. The Committee assessed Alpine’s independence in connection with Alpine’s retention as its independent compensation consultant and concluded that the engagement of Alpine did not raise any conflict of interest. In assessing Alpine’s independence, the Committee considered, among other things, the other services provided by Alpine, fees paid by the Company as a percentage of Alpine’s total revenue and Alpine’s policies and procedures regarding conflicts of interest. Each year, Alpine prepares an independence letter for the Committee that includes an assessment of the independence factors.

  16. Use of Competitive Market Data and Peer Groups

    Use of Competitive Market Data and Peer Groups Alpine conducts a market analysis for the Company based on a group of our peer companies each year. This analysis includes peer group data regarding our executive officers’ base salary, annual cash bonus and equity awards. This market analysis informs the Committee’s approval or recommendation of executive officer compensation and our executive compensation program. The companies in the peer group for fiscal year 2026 are: Alkami Technology, AppFolio, Asana, AvePoint, Blackbaud, BlackLine, CCC Intelligent Solutions, Clearwater Analytics, Guidewire Software, Jamf, Manhattan Associates, nCino, Procore Technologies, Progress Software, Q2, Qualys, Sprout Social, SPS Commerce, Tenable, Vertex and Workiva. In selecting companies for our peer group, the Committee considered the following criteria: cloud-based, vertically integrated software companies; and is comparable to the Company with respect to revenue, market capitalization and location.

  17. Cash Incentive Awards

    Cash Incentive Awards Annual Cash Bonus We provide our NEOs with short-term incentive compensation through an annual cash bonus program. The annual cash bonus program is intended to hold the NEOs accountable to business and individual objectives, reward the NEOs based on actual business results and help sustain a pay for performance culture. Amounts are earned under the annual cash bonus program subject to the achievement of the Company’s financial performance and individual objectives. Under the annual cash bonus program for the 2026 fiscal year (the “2026 Bonus”), each NEO has a target annual bonus equal to a percentage of base salary. The 2026 Bonus target opportunity for Mr. Hall was 100% of his base salary, for Mr. Morton was 80% of his base salary and for Messrs. Sedgwick, Jampol and Coleman was 70% of their base salary. For fiscal year 2026, 50% of the annual target bonus was subject to the Company’s achievement of certain net new annual contract value (“ACV”) targets at a minimum of 75% and a maximum of 135%, with payouts determined using a pre-determined sliding payout schedule from the minimum target to the maximum target. By tying a portion of the 2026 Bonuses to the Company’s financial performance, we sought to align the NEOs’ short-term incentive compensation to the Company’s financial performance during fiscal year 2026. The remaining 50% of the annual target bonus for each NEO was subject to the achievement of individual objectives, determined by the Committee in its sole discretion. Individual objectives were designed to incentivize our NEOs to achieve strong business performance and progress against key corporate initiatives with respect to the Company and their function, as well as align with the Company’s Firm AI strategy. These objectives focused on achieving strong financial performance during fiscal year 2026; advancing our Firm AI strategy, including the development and launch of Intapp Celeste and other AI capabilities and developing and expanding our vertically tailored, AI-powered solutions, including for new adjacent markets; attracting, integrating and retaining new executive team members and highly skilled employees; and managing the Company’s continued growth and development. The Compensation Committee determined that the Company’s net new ACV* performance exceeded the minimum target and resulted in a payout of 103% with respect to the portion of the annual cash bonus tied to the achievement of net new ACV targets for each NEO. The Compensation Committee further determined that individualized objectives components for fiscal year 2026 were achieved at 100% for each of Messrs. Coleman and Morton, 120% for each of Messrs. Hall and Sedgwick and 140% for Mr. Jampol. Each of the NEO’s achievement reflects their individual contributions to advance our Firm AI strategy. The Compensation Committee views the platform capability of Intapp Celeste, which deepens the workflow integration that we believe has historically differentiated us, as a significant advancement of our Firm AI strategy and considered this progress in its determination of individualized objectives achievement. Messrs. Coleman’s and Morton’s achievement of individualized objectives components at 100% was the result of each such executive’s execution of the individualized goals described above. Mr. Hall’s achievement of individualized objectives components at 120% was due to his significant role in developing and leading our Company strategy for Firm AI and Intapp Celeste, the Company’s financial performance and his leadership in attracting, integrating and retaining executive talent. Mr. Sedgwick’s achievement of individualized objectives components at 120% was due to his significant role developing and leading our marketing strategy for Firm AI and Intapp Celeste. Mr. Jampol’s achievement of individualized objectives components at 140% was due to his significant role developing and leading our product strategy for Firm AI and Intapp Celeste. In light of such achievement, the 2026 Annual Bonuses approved by our Committee and earned by our NEOs are set forth in the table below.

  18. Cash Incentive Awards

    | Named Executive Officer | 2026 Actual Cash Incentive Award Earned by ACV Achievement ($) | 2026 Actual Cash Incentive Award Earned from Individual Objectives ($) | 2026 Total Actual Cash Incentive Award Payment ($) | | John Hall | $271,962 | $315,624 | $587,586 | | David Morton | 201,289 | 194,670 | 395,959 | | Dustin Sedgwick | 170,817 | 198,240 | 369,057 | | Thad Jampol | 185,051 | 250,553 | 435,605 | | Don Coleman | 172,773 | 167,092 | 339,865 |

  19. Cash Incentive Awards

    | * Net new ACV for fiscal year 2026 incentive purposes represents ACV contract bookings during fiscal year 2026 less churn (i.e., reductions of ACV during fiscal year 2026). We do not disclose net new ACV targets or metrics due to their confidentiality. We believe that net new ACV was a useful metric for FY26 cash incentive awards because it incentivized growing SaaS revenue and enhancing client retention. The pre-determined target payout level approved by the Compensation Committee was designed to be challenging to achieve. |

  20. AI Transformation Program – Cash Bonus

    AI Transformation Program – Cash Bonus We provided our NEOs and certain other employees with a cash payment and/or equity award under the AI Transformation Program (the “AI Transformation Program”) in order to further incentivize and retain these individuals as they contribute to our continuing transformation to advance our Firm AI strategy and deliver Firm AI, vertically tailored agentic solutions built for the specialized workflows, complex relationship networks, and professional compliance requirements of accounting, consulting, investment banking, law, private capital, and real assets firms, to our clients. Under the AI Transformation Program, Mr. Sedgwick received a cash bonus as described below, and each of our NEOs received RSU awards as described under “Equity Incentive Awards” below. As part of the AI Transformation Program, on February 19, 2026, the Committee approved a bonus of $1,000,000 to Mr. Sedgwick which was paid during fiscal year 2026.

  21. Equity Incentive Awards

    Equity Incentive Awards The Committee believes that in order to appropriately incentivize NEOs to create shareholder value, a substantial portion of our NEOs’ compensation should be in the form of equity-based compensation. Our equity compensation is generally delivered in the form of PSUs and RSUs, to align our executives’ interests with the long-term interests of our stockholders. The PSUs vest, if at all, based on the achievement of pre-determined company financial performance targets established by the Compensation Committee, while the RSUs vest, if at all, based on the NEO’s continued service through the applicable vesting date. The PSUs and RSUs are subject to accelerated vesting upon certain terminations of employment, as described in “Change in Control and Severance Benefits” below.

  22. 2026 RSU Grants

    2026 RSU Grants Annual RSU Grants During fiscal year 2026, each of our NEOs, except for Mr. Sedgwick, received an award of RSUs in connection with the Company’s annual grant of equity awards, issued pursuant to our 2021 Plan. The RSUs vest over three years in 12 substantially equal quarterly installments, commencing on November 20, 2025, in each case subject to each NEO’s continued employment through the applicable vesting date. New Hire RSU Grant During fiscal year 2026, Mr. Sedgwick received a grant of RSUs in connection with the commencement of his employment by the Company, issued pursuant to our 2021 Plan. The RSUs vest over four years in 16 substantially equal quarterly installments commencing on November 20, 2025, in each case subject to Mr. Sedgwick’s continued employment through the applicable vesting date. AI Transformation Program – RSU Grants As part of the AI Transformation Program described above, each of our NEOs received an award of RSUs issued pursuant to our 2021 Plan. The AI Transformation RSUs vest over two years in 8 substantially equal quarterly installments, commencing on May 20, 2026, in each case subject to each executive’s continued employment through the applicable vesting date. The RSUs granted to our NEOs during fiscal year 2026, including annual, new hire and AI Transformation Program grants are set forth in the table below. During fiscal year 2026, Mr. Hall received 291,400 RSUs, Mr. Morton received 133,000 RSUs, Mr. Sedgwick received 167,800 RSUs, Mr. Jampol received 143,700 RSUs and Mr. Coleman received 112,800 RSUs.

  23. 2026 RSU Grants

    | Named Executive Officer | FY26 Total Annual or New Hire RSUs Granted (#) | FY26 Total AI Transformation RSUs Granted (#) | FY26 Total RSUs Granted (#) | | John Hall | 71,400 | 220,000 | 291,400 | | David Morton | 33,000 | 100,000 | 133,000 | | Dustin Sedgwick | 77,800 | 90,000 | 167,800 | | Thad Jampol | 23,700 | 120,000 | 143,700 | | Don Coleman | 22,800 | 90,000 | 112,800 |

  24. 2026 PSU Grants

    2026 PSU Grants Long-Term PSU Grants During fiscal year 2026, each of our NEOs, except for Mr. Sedgwick, received an award of PSUs in connection with the Company’s annual grant of equity awards, issued pursuant to our 2021 Plan. During fiscal year 2026, Mr. Sedgwick received a grant of PSUs in connection with the commencement of his employment by the Company, issued pursuant to our 2021 Plan. The PSUs vest, if at all, based on the achievement of ARR* targets and profitability targets through June 30, 2028. The profitability targets for the fiscal year 2026 equity grants are based on our calculation of “Operating Margin” – trailing 12-month non-GAAP operating margin**. ARR and “Operating Margin” achievement is measured on a quarterly basis and PSUs vest, if at all, based on the achievement of previously unachieved ARR and/or “Operating Margin” targets as of the last measurement date. Certain of the PSUs vest, if at all, based on the achievement of ARR* targets based on stretch goals for significant overperformance (“Overachievement PSUs”). These Overachievement PSUs were granted to provide additional incentive to achieve certain ARR* targets and align our executives’ interests with the long-term interests of our stockholders. The Compensation Committee views achievement of stretch ARR goals as an indicator of our ability to further advance our Firm AI strategy and further extend our position as a leading global provider of AI-powered solutions for professional firms in highly regulated industries. During fiscal year 2026, Mr. Hall received 178,600 PSUs, Mr. Morton received 104,400 PSUs, Mr. Sedgwick received 77,800 PSUs, Mr. Jampol received 59,500 PSUs and Mr. Coleman received 58,600 PSUs. The 2026 PSU Long-Term Equity Grants granted to our NEOs are set forth in the table below.

  25. 2026 PSU Grants

    | Named Executive Officer | FY26 Long-Term PSUs based on ARR Targets (#) | FY26 Overachievement Long-Term PSUs (based on ARR Targets) (#) | FY26 Total Long-Term PSUs based on ARR Targets (#) | FY26 Long-Term PSUs based on Profitability Targets (#) | FY26 Total Long-Term PSUs Granted (#) | | John Hall | 107,150 | 53,600 | 160,750 | 17,850 | 178,600 | | David Morton | 60,450 | 35,700 | 96,150 | 8,250 | 104,400 | | Dustin Sedgwick | 58,350 | — | 58,350 | 19,450 | 77,800 | | Thad Jampol | 35,675 | 17,900 | 53,575 | 5,925 | 59,500 | | Don Coleman | 35,000 | 17,900 | 52,900 | 5,700 | 58,600 |

  26. 2026 PSU Grants

    | * See Exhibit A “Reconciliation of GAAP and Non-GAAP Financial Measures – Key Business Metrics” for a definition of this metric. |

  27. 2026 PSU Grants

    | ** Represents a non-GAAP financial measure. See Exhibit A “Reconciliation of GAAP and Non-GAAP Financial Measures” for additional information regarding non-GAAP financial measures. |

  28. 2026 PSU Grants

    Short-Term PSU Grants The Committee believes that in order to appropriately incentivize NEOs to create shareholder value, a substantial portion of our executives’ compensation should be in the form of equity-based compensation. Our short-term equity incentive awards rewarded our executive officers for business results during the fiscal year and helped sustain a “pay for performance” culture. Our short-term equity compensation was granted in the form of PSUs (“Short-Term PSUs”) that vested over a one-year performance period based on the achievement of pre-determined company financial performance targets established by the Compensation Committee to align our executives’ interests with the interests of our stockholders. During fiscal year 2026, each of our NEOs, except for Mr. Sedgwick, received an award of Short-Term PSUs in connection with the Company’s annual grant of equity awards, issued pursuant to our 2021 Plan, based on the achievement of ARR* targets and profitability targets through June 30, 2026. The profitability targets for the fiscal year 2026 Short-Term PSU grants were based on our calculation of “Operating Margin” – trailing 12-month non-GAAP operating margin**. ARR and “Operating Margin” achievement was measured through June 30, 2026 and Short-Term PSUs vested based on the achievement of previously unachieved ARR and/or “Operating Margin” targets as of that date. For each of the NEOs, 100% of the Short-Term PSUs vested, based on the achievement of ARR* targets and profitability targets through June 30, 2026. During fiscal year 2026, Mr. Hall received 16,250 PSUs, Mr. Morton received 13,918 PSUs, Mr. Jampol received 6,100 PSUs and Mr. Coleman received 6,000 PSUs. The fiscal 2026 Short-Term PSUs granted to our NEOs are set forth in the table below.

  29. 2026 PSU Grants

    | Named Executive Officer | FY26 Short-Term PSUs based on ARR Targets (#) | FY26 Short-term PSUs based on Profitability Targets (#) | FY26 Total Short-Term PSUs Granted (#) | | John Hall | 8,125 | 8,125 | 16,250 | | David Morton | 6,959 | 6,959 | 13,918 | | Dustin Sedgwick | — | — | — | | Thad Jampol | 3,050 | 3,050 | 6,100 | | Don Coleman | 3,000 | 3,000 | 6,000 |

  30. 2026 PSU Grants

    | * See Exhibit A “Reconciliation of GAAP and Non-GAAP Financial Measures – Key Business Metrics” for a definition of this metric. |

  31. 2026 PSU Grants

    | ** Represents a non-GAAP financial measure. See Exhibit A “Reconciliation of GAAP and Non-GAAP Financial Measures” for additional information regarding non-GAAP financial measures. |

  32. 2026 PSU Grants

    Fiscal 2026 Equity Award Achievement During fiscal year 2026, certain of our PSUs tied to the achievement of ARR* targets and profitability targets based on our calculation of “SaaS Rule of 40” – year over year trailing 12-month SaaS revenue growth rate (%) plus trailing 12-month non-GAAP operating margin** – and “Operating Margin” - trailing 12-month non-GAAP operating margin** were earned by our NEOs and vested. For additional information regarding stock awards that vested during fiscal year 2026, see “Executive Compensation Tables – Option Exercised and Stock Vested”.

  33. 2026 PSU Grants

    | * See Exhibit A “Reconciliation of GAAP and Non-GAAP Financial Measures – Key Business Metrics” for a definition of this metric. |

  34. 2026 PSU Grants

    | ** Represents a non-GAAP financial measure. See Exhibit A “Reconciliation of GAAP and Non-GAAP Financial Measures” for additional information regarding non-GAAP financial measures. For the purposes of achieving profitability targets with respect to PSU vesting, the Audit Committee excluded approximately $751,000 in one-time litigation expenses for Q3 of fiscal year 2025. |

  35. Change in Control and Severance Benefits

    Change in Control and Severance Benefits Each of our NEOs, except for Messrs. Morton and Sedgwick, entered into an employment agreement in connection with our initial public offering and each of Messrs. Morton and Sedgwick entered into an employment agreement in connection with the commencement of his employment by the Company (each, as amended, an “Employment Agreement” and together, the “Employment Agreements”). The Employment Agreements for Messrs. Hall and Jampol became effective as of June 18, 2021, the Employment Agreement for Mr. Coleman became effective as of June 29, 2021, the Employment Agreement for Mr. Morton became effective as of August 7, 2023, and the Employment Agreement for Mr. Sedgwick became effective as of August 25, 2025. The Employment Agreements supersede all prior employment agreements with the NEOs, however their original confidentiality and invention assignment agreements remain in effect. The Employment Agreements provide for at-will employment and the provision of an annual base salary (salary paid during fiscal year 2026 was $526,040 for Mr. Hall, $486,675 for Mr. Morton, $472,000 (on an annualized basis) for Mr. Sedgwick, $511,333 for Mr. Jampol and $477,405 for Mr. Coleman), an annual cash bonus plan opportunity (during fiscal year 2026, 100% of annual base salary for Mr. Hall, 80% of annual base salary for Mr. Morton and 70% of annual base salary for each of Messrs. Sedgwick, Jampol and Coleman), a long-term incentive award and employee benefit plan participation and the reimbursement of business expenses. In the event that an NEO’s employment is terminated by the Company without Cause or an NEO resigns for Good Reason (each, as defined in the applicable Employment Agreement) not in connection with a change in control, such NEO will be entitled to severance as follows: (1) continued payment of annual base salary for 18 months in the case of Mr. Hall and 12 months in the case of Messrs. Morton, Sedgwick, Jampol and Coleman; (2) reimbursement of COBRA premiums for up to 12 months; and (3) with respect to equity-based compensation awards granted as of or after the effective date of the Employment Agreement (“Post-IPO Awards”), accelerated vesting of (A) the time-based vesting Post-IPO Awards that are scheduled to vest in the 12 months following termination, and (B) 25% of the number of milestones for each performance-based vesting Post-IPO Award (or, if less than 25% of the number of milestones remain unvested, the Award vests in full). In the event that an NEO’s employment is terminated by the Company without Cause or an NEO resigns for Good Reason during the period three months prior to or 12 months following a change in control, such NEO will be entitled to severance as follows: (1) continued payment of 1.5 times the annual base salary for Mr. Hall and one times the annual base salary for each of Messrs. Morton, Sedgwick, Jampol and Coleman; (2) payment of the target annual bonus for the year of termination; (3) reimbursement of COBRA premiums for up to 12 months; and (4) accelerated vesting of all Post-IPO Awards in full. For more information on the payments and benefits provided to our NEOs in connection with certain terminations or a change in control, see “Potential Payments Upon Termination or Change in Control.”

  36. Other Compensation and Governance Matters

    Other Compensation and Governance Matters Stock Ownership Guidelines To align the interests of our executive officers and members of our Board with the interests of our shareholders and further promote the Company’s longstanding commitment to sound corporate governance, our Board adopted Stock Ownership Guidelines in June 2025. Each executive officer is expected to acquire and continue to hold during his or her tenure with the Company, ownership of the Company’s stock having an aggregate value equal to or greater than a certain multiple of his or her annual base salary. The multiple for the Chief Executive Officer is five times his or her annual base salary and the multiple for all other executive officers is one times his or her annual base salary. Unvested RSUs count toward the minimum ownership requirement. Executive officers have five years to achieve compliance with the Stock Ownership Guidelines after the date of adoption thereof or the date of being appointed as an executive officer, whichever is later. Insider Trading Policy and Stock Trading Practices We have an insider trading policy that governs the purchase, sale, and other dispositions of our securities by directors, officers, employees and other agents (and members of the foregoing persons’ immediate families and households). We believe the policy and procedures are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and applicable listing standards. The insider trading policy also prohibits our directors, officers and employees from engaging in hedging or other monetization transactions relating to our stock and from purchasing financial instruments designed to hedge. The Company also prohibits its directors, executive officers and certain other employees and certain related persons from trading in options, warrants, puts and calls or similar derivative securities on Company securities or taking “short” positions in our securities or engaging in any form of short-term speculative trading in Company securities. Additionally, the Company’s directors, executive officers and certain other employees are prohibited from holding Company securities in a margin account or pledging Company securities as collateral for a loan. Practices Related to Stock Options and Stock Appreciation Rights The Company does not currently grant awards of stock options, stock appreciation rights or similar option-like instruments and, accordingly, does not have a specific policy or practice on the timing of such awards in relation to our disclosure of material nonpublic information (“MNPI”). The Company does not time the disclosure of MNPI for purposes of affecting the value of executive compensation. Clawback Policy The Board adopted a Clawback Policy (the “Clawback Policy”) that is intended to comply with Nasdaq’s clawback rules promulgated under Section 10D of the Exchange Act and the rules promulgated thereunder. In the event the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any such financial reporting requirement, the Clawback Policy requires that covered executives must reimburse the Company or forfeit any excess incentive-based compensation “received” (as defined under the clawback rules) by such covered executive during the three completed fiscal years immediately preceding the date on which the Company is required to prepare the restatement. Executives covered by the Clawback Policy are current and former executive officers, as determined by the Committee in accordance with Section 10D of the Exchange Act and the Nasdaq listing standards. Incentive-based compensation subject to the Clawback Policy includes any cash or equity compensation that is granted, earned or vested based wholly or in part on the attainment of a financial reporting measure. The amount subject to recovery is the excess of the incentive-based compensation received based on the erroneous data over the incentive-based compensation that would have been received had it been based on the restated results. The Clawback Policy only applies to incentive-based compensation received on or after October 2, 2023.

  37. EXECUTIVE COMPENSATION TABLES

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | All other compensation ($)(3) | Total Compensation ($) | | John Hall Chief Executive Officer | 2026 | $526,040 | $587,586 | $17,422,991 | $11,406 | $18,548,023 | | | 2025 | 500,990 | 533,554 | 13,872,855 | 10,482 | 14,917,881 | | | 2024 | 486,363 | 403,681 | 6,810,375 | 418,480 | 8,118,899 | | David Morton Chief Financial Officer | 2026 | 486,675 | 395,959 | 9,395,115 | 11,527 | 10,289,276 | | | 2025 | 472,500 | 402,570 | 9,107,990 | 10,688 | 9,993,748 | | | 2024 | 405,682 | 333,315 | 10,190,614 | 10,688 | 10,940,299 | | Dustin Sedgwick Chief Marketing Officer | 2026 | 402,410 | 369,057 | 8,954,388 | 1,013,750 | 10,739,605 | | Thad Jampol Co-Founder and Chief Product Officer | 2026 | 511,333 | 435,605 | 6,869,279 | 11,538 | 7,827,755 | | | 2025 | 496,440 | 370,096 | 5,364,421 | 10,704 | 6,241,661 | | | 2024 | 472,833 | 307,814 | 2,556,510 | 23,202 | 3,360,359 | | Don Coleman Chief Operating Officer | 2026 | 477,405 | 339,865 | 6,117,400 | 20,707 | 6,955,377 | | | 2025 | 463,500 | 313,094 | 5,243,620 | 21,557 | 6,041,771 | | | 2024 | 450,001 | 261,450 | 2,514,600 | 23,094 | 3,249,145 |

  38. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table The material terms of our NEO’s compensation for fiscal year 2026, including the terms of non-equity incentive and equity incentive awards, are described in our “Compensation Discussion and Analysis” in this proxy statement. As described in more detail in our “Compensation Discussion and Analysis” in this proxy statement, under the fiscal year 2026 bonus program, 50% of the annual target bonus was subject to the Company’s achievement of certain net new ACV targets and 50% of the annual target bonus was subject to the achievement of individual objectives. As described in more detail in our “Compensation Discussion and Analysis” in this proxy statement, during fiscal year 2026, each of our NEOs received an award of PSUs which vest, if at all, based on the achievement of ARR targets and profitability targets through June 30, 2028 for the long-term equity awards and June 30, 2026 for the short-term equity awards, and an award of RSUs which vest, if at all, subject to each NEO’s continued employment through the applicable vesting date. Each of our NEOs entered into an employment agreement with the Company that provides for payment of base salary, an annual bonus, eligibility for employee benefit programs and potential severance benefits. The material terms of each NEOs employment agreement are described in our “Compensation Discussion and Analysis” in this proxy statement. For further information regarding the severance benefits provided under such agreements, please see “Potential Payments Upon Termination or Change in Control” below. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table sets forth the outstanding equity awards held by each of our NEOs as of June 30, 2026.

  39. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | | Option-based awards | | | | | Share-based awards | | | Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | Option exercise price ($) | Option expiration date | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#)(1) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(2) | | John Hall | 163,000(3) | — | — | $7.45 | 07/26/2027 | | | | | 188,290(3) | — | — | 12.00 | 07/29/2030 | | | | | | | | | | 691,289 | $17,427,396 | | David Morton | — | — | — | — | — | | | | | | | | | | 464,582 | 11,712,112 | | Dustin Sedgwick | — | — | — | — | — | | | | | | | | | | 219,763 | 5,540,225 | | Thad Jampol | 16,788(3) | — | — | 7.45 | 07/26/2027 | | | | | 190,000(3) | — | — | 12.00 | 07/29/2030 | | | | | | | | | | 286,421 | 7,220,673 | | Don Coleman | 63,730(3) | — | — | 7.45 | 07/26/2027 | | | | | 140,000(3) | — | — | 12.00 | 07/29/2030 | | | | | | | | | | 256,854 | 6,475,289 |

  40. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | (1) The awards reflected in this column for each NEO (except as noted below) consist of: (i) PSUs granted on July 1, 2023, which vest quarterly based on achievement of ARR targets through December 31, 2026 and profitability targets through June 30, 2026 (excluding Messrs. Morton and Sedgwick); (ii) PSUs granted on July 1, 2024, which vest quarterly based on achievement of ARR and profitability targets through June 30, 2027 (excluding Mr. Sedgwick); (iii) PSUs granted on July 1, 2025, which vest quarterly based on achievement of ARR and profitability targets through June 30, 2028 (excluding Mr. Sedgwick); (iv) RSUs granted on August 19, 2024, which vest quarterly subject to continued employment (excluding Mr. Sedgwick); (v) RSUs granted on August 19, 2025, which vest quarterly subject to continued employment (excluding Mr. Sedgwick); and (vi) RSUs granted on February 19, 2026, which vest quarterly subject to continued employment (all NEOs). This column also reflects the following individual awards: for Mr. Morton, RSUs and PSUs granted on August 31, 2023, with the RSUs having vested as to 25% of the shares on November 20, 2024 and vesting thereafter in 12 equal quarterly installments subject to continued employment, and the PSUs vesting quarterly based on achievement of ARR targets through December 31, 2026 and profitability targets through June 30, 2026; and for Mr. Sedgwick, RSUs which vested as to 6.25% of the shares on November 20, 2025 and vesting thereafter in 15 equal quarterly installments subject to continued employment, and PSUs vesting quarterly (beginning on November 20, 2026) based on the achievement of ARR and profitability targets through June 30, 2028. The number of PSUs shown in this column shows the single target payout with respect to the PSUs granted. These PSUs and RSUs are subject to accelerated vesting upon certain terminations of employment, as described in “Compensation Discussion and Analysis – Components of Our NEO Compensation Program”. |

  41. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | (2) The value of each unvested PSU and RSU is based on the target number of shares into which the PSU and RSU may convert upon vesting and the closing price of our common stock on June 30, 2026. |

  42. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | (3) The shares underlying these options are fully vested. |

  43. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    OPTION EXERCISES AND STOCK VESTED The following table sets forth information on an aggregate basis regarding option awards that were exercised and stock awards that vested during the fiscal year ending June 30, 2026, for each of our NEOs.

  44. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | | Options Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | John Hall | 559,550 | $17,531,099 | 227,427 | $6,486,236 | | David Morton | — | — | 172,247 | 4,953,745 | | Dustin Sedgwick | — | — | 25,837 | 635,311 | | Thad Jampol | 16,787 | 655,197 | 91,730 | 2,617,544 | | Don Coleman | 50,000 | 1,726,000 | 86,301 | 2,491,841 |

  45. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | (1) The value realized is computed as the difference between the fair market value of the underlying shares on the date of exercise and the exercise price times the number of options exercised. |

  46. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | (2) The value realized is computed as the shares of stock or units multiplied by the value of the underlying shares on the vesting date. |

  47. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The table below reflects, as applicable, cash severance, incentive compensation, continuation of health benefits and equity acceleration payable to our NEOs in connection with (1) the voluntary termination of his employment relationship or his retirement, (2) the involuntary termination of his employment relationship without cause or his resignation for good reason, (3) his death or disability and (4) the involuntary termination of his employment relationship without cause or his resignation for good reason in connection with a change in control (within the period beginning three months prior to and ending 12 months following a change in control (assuming that all equity awards will be assumed or continued or substituted by the successor entity), assuming for each of (1), (2), (3) and (4) that the applicable triggering event(s) occurred on June 30, 2026.

  48. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | | Cash Severance ($)(1) | Incentive Compensation ($)(2) | Continuation of Benefits ($)(3) | Equity (accelerated) ($)(4) | | John Hall | | | | | | Voluntary Termination/Retirement | — | — | — | — | | Involuntary Termination without Cause/Resignation for Good Reason | $789,060 | — | $11,850 | $8,035,309 | | Involuntary Termination with Cause/Resignation without Good Reason/Death or Disability | — | — | — | — | | Change in Control/Qualifying Termination | 789,060 | $526,040 | 11,850 | 17,427,396 | | David Morton | | | | | | Voluntary Termination/Retirement | — | — | — | — | | Involuntary Termination without Cause/Resignation for Good Reason | 486,675 | — | 41,878 | 5,641,998 | | Involuntary Termination with Cause/Resignation without Good Reason/Death or Disability | — | — | — | — | | Change in Control/Qualifying Termination | 486,675 | 389,340 | 41,878 | 11,712,112 | | Dustin Sedgwick | | | | | | Voluntary Termination/Retirement | — | — | — | — | | Involuntary Termination without Cause/Resignation for Good Reason | 472,000 | — | 35,947 | 2,340,673 | | Involuntary Termination with Cause/Resignation without Good Reason/Death or Disability | — | — | — | — | | Change in Control/Qualifying Termination | 472,000 | 330,400 | 35,947 | 5,540,225 |

  49. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | | Cash Severance ($)(1) | Incentive Compensation ($)(2) | Continuation of Benefits ($)(3) | Equity (accelerated) ($)(4) | | Thad Jampol | | | | | | Voluntary Termination/Retirement | — | — | — | — | | Involuntary Termination without Cause/Resignation for Good Reason | 511,333 | — | 35,947 | 3,444,518 | | Involuntary Termination with Cause/Resignation without Good Reason/Death or Disability | — | — | — | — | | Change in Control/Qualifying Termination | 511,333 | 357,933 | 35,947 | 7,220,673 | | Don Coleman | | | | | | Voluntary Termination/Retirement | — | — | — | — | | Involuntary Termination without Cause/Resignation for Good Reason | 477,405 | — | $35,947 | 3,024,015 | | Involuntary Termination with Cause/Resignation without Good Reason/Death or Disability | — | — | — | — | | Change in Control/Qualifying Termination | 477,405 | 334,184 | $35,947 | 6,475,289 |

  50. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | (1) Represents a cash payment amount equal to a multiple of annual base salary under the NEO’s employment agreement with respect to each of the NEOs as described in the “Change in Control and Severance Benefits” section (the “Termination and CIC Section”). |

  51. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | (2) Represents a multiple of the NEO’s target annual bonus under the NEO’s employment agreement as described in the Termination and CIC Section. |

  52. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | (3) Represents the estimated amounts payable by us to maintain the executive officer’s benefits following the termination of the NEO’s employment as described in the Termination and CIC Section. |

  53. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | (4) Represents only the value of unvested PSUs and RSUs, that would be accelerated upon a termination of employment and/or CIC as applicable and as further described in the Termination and CIC Section, and does not include the vested portion of the PSUs and RSUs as of the end of fiscal year 2026. |

  54. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    CEO PAY RATIO As required by Item 402(u) of Regulation S-K, which was mandated by Section 953(b) of the Dodd-Frank Act, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO. For fiscal year 2026, the annual total compensation for our median employee of the Company (excluding our CEO) was $206,248. For fiscal year 2026, the annual total compensation of our CEO was $18,548,023. For fiscal year 2026 the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee was 89.9 to 1. We believe this ratio is a reasonable estimate calculated in a manner consistent with SEC rules. Under SEC rules, we are required to identify our median employee only once every three years and calculate annual total compensation for that employee each year. This year, we are using the same median employee in our pay ratio calculation who we disclosed in our 2025 Proxy Statement. We believe that, during fiscal year 2026, there has been no change in our employee population or employee compensation arrangements that would result in a significant change to our pay ratio disclosure. The methodology we used to identify the median employee for fiscal year 2025 was as follows:

  55. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | • | We identified our median employee from among our employee population (excluding our CEO) as of June 30, 2025, the last day of our fiscal year. |

  56. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | • | We used a consistently applied compensation measure for annual total compensation (“CACM”) consisting of: (i) annual base pay as of the determination date, (ii) annual target bonuses or other cash incentive compensation (for those employees who do not participate in our bonus compensation program) for fiscal year 2025, and (iii) the grant date fair value of equity awards granted during fiscal year 2025. |

  57. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | • | Compensation amounts were determined from our human resources and payroll systems of record. Payments not made in U.S. dollars were converted to U.S. dollars by our human resources system of record using exchange rates as of May 31, 2025. |

  58. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | • | We calculated the annual total compensation of our median employee by using our CACM for our global employee population. We substituted an employee with substantially similar compensation for our originally identified median employee because the originally identified median employee had anomalous compensation characteristics. |

  59. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    SEC rules for identifying the median employee and calculating the pay ratio allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Neither the Compensation Committee nor management used the pay ratio measure in making compensation-related decisions. PAY VERSUS PERFORMANCE As required by Item 402(v) of Regulation S-K, which was mandated by Section 953(a) of the Dodd-Frank Act, we are providing the following information about the relationship between “compensation actually paid” to our principal executive officer or “PEO” and “compensation actually paid” to our non-PEO NEOs, and the financial performance of the Company during the years ended June 30, 2026, 2025, 2024, 2023 and 2022, respectively, in each case calculated in a manner consistent with SEC rules.

  60. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Actually Paid to Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(2) | Value of Initial Fixed $100 Investment Based On(4) | | Net Loss (in thousands) | ARR(5) (millions) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return | | | | 2026 | $18,548,023 | $2,134,044 | $8,953,003 | $1,595,403 | $90.04 | $100.18 | $(41,310) | $590.5 | | 2025 | 14,917,881 | 30,184,713 | 7,060,699 | 13,759,795 | 184.36 | 110.74 | (18,217) | 485.4 | | 2024 | 8,118,899 | 3,776,795 | 4,661,508 | 3,264,362 | 130.96 | 88.17 | (32,021) | 404.2 | | 2023 | 3,096,600 | 29,648,801 | 2,093,793 | 13,958,392 | 149.68 | 77.83 | (69,425) | 330.2 | | 2022 | 892,090 | (13,833,178) | 824,511 | (5,643,941) | 52.29 | 64.82 | (99,678) | 270.5 |

  61. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | (1) Mr. Hall is the PEO reflected in these columns for each of the fiscal years ended June 30, 2026, 2025, 2024, 2023 and 2022. |

  62. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | (2) Compensation actually paid or “CAP” to our PEO and Non-PEO NEOs is calculated based on the “Total Compensation” reported in the Summary Compensation Table above for each of the applicable fiscal years, adjusted to exclude and include certain items in accordance with Item 402(v) of Regulation S-K as shown below. |

  63. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | (3) Messrs. Morton, Sedgwick, Jampol and Coleman are the Non-PEO NEOs for fiscal year 2026. Messrs. Morton, Jampol, Coleman and Ben Harrison are the Non-PEO NEOs for fiscal year 2025. Messrs. Morton, Stephen Robertson, Jampol, Coleman and Harrison are the Non-PEO NEOs for fiscal year 2024. Messrs. Jampol and Coleman are the Non-PEO NEOs for fiscal years 2023 and 2022. |

  64. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | (4) Represents cumulative total return to holders of our Common Stock against the cumulative total return of our peer entities, represented by the S&P Software & Services Select Industry Index from June 30, 2021 (the date our stock commenced trading on the Nasdaq Global Select Market) through June 30, 2026 (the last trading day of the covered period), calculated from market close on June 30, 2021 through and including the end of each applicable fiscal year in the table above for which the total shareholder return is being calculated. The total shareholder return for each investment assumes that $100 was invested in our Common Stock and the respective index on June 30, 2021, through June 30, 2026, including reinvestment of any dividends. |

  65. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | (5) ARR represents the annualized recurring value of all active SaaS and on-premise license contracts at the end of a reporting period. |

  66. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    PEO SCT Total to CAP Reconciliation

  67. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | Fiscal Year | SCT Total | Deductions from SCT Total(1) | Additions to SCT Total(2) | | | Subtraction from SCT Total | CAP | | | | | Fair Value of Current Year Equity Awards(3) | Change in Fair Value of Prior Years’ Awards Unvested(3) | Change in Fair Value of Prior Years’ Awards that Vested(3) | Fair Value of Prior Years’ Awards that Failed to Meet Vesting Conditions(3) | | | 2026 | $18,548,023 | $17,422,991 | $12,198,403 | $(7,178,502) | $(3,430,164) | $580,725 | $2,134,044 |

  68. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Average Non-PEO NEOs SCT Total to CAP Reconciliation

  69. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | Fiscal Year | SCT Total | Deductions from SCT Total(1) | Additions to SCT Total(2) | | | Subtraction from SCT Total | CAP | | | | | Fair Value of Current Year Equity Awards(3) | Change in Fair Value of Prior Years’ Awards Unvested(3) | Change in Fair Value of Prior Years’ Awards that Vested(3) | Fair Value of Prior Years’ Awards that Failed to Meet Vesting Conditions(3) | | | 2026 | $8,953,003 | $7,834,046 | $5,073,002 | $(3,002,018) | $(1,420,320) | $174,218 | $1,595,403 |

  70. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | (1) Represents the grant date fair value of equity-based awards granted each year. The fair values of equity compensation, including such amounts described in the tables below, are calculated in accordance with FASB ASC Topic 718. All assumptions made in the valuations are contained and described in Note 12 to the Company’s financial statements for fiscal year 2026 contained in our Annual Report to Stockholders for the fiscal year ended June 30, 2026. The amounts shown in the table reflect the total fair value on the date of grant and do not necessarily reflect the actual value, if any, that may be realized by the NEOs. |

  71. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | (2) We did not report a change in pension value for any of the years reflected in this table because the Company does not maintain a defined benefit or actuarial pension plan and therefore a deduction from SCT related to such pension plans is not needed. |

  72. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | (3) Reflects the value of equity calculated in accordance with the SEC methodology for determining CAP for each year shown. The fair values of equity compensation, including such amounts described in the tables above, are calculated in accordance with FASB ASC |

  73. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Topic 718. All assumptions made in the valuations are contained and described in Note 12 to the Company’s financial statements for fiscal year 2026 contained in our Annual Report to Stockholders for the fiscal year ended June 30, 2026. The amounts shown in the table reflect the total fair value on the applicable date(s) listed in the table above, and do not necessarily reflect the actual value, if any, that may be realized by the applicable NEO.

  74. Key Business Metrics

    Key Business Metrics We review a number of operating and financial metrics, including the following key metrics to help us evaluate our business, measure our performance and the effectiveness of our sales and marketing efforts, identify trends affecting our business, formulate business plans and budgets, and make strategic decisions.

  75. Key Business Metrics

    | • | Annual Recurring Revenues (“ARR”): ARR represents the annualized recurring value of all active SaaS and on-premise license contracts at the end of a reporting period. Contracts with a term other than one year are annualized by taking the committed contract value for the current period divided by number of days in that period then multiplying by 365. As a metric, ARR mitigates fluctuations in revenue recognition due to certain factors, including contract term and the sales mix of SaaS contracts and licenses. ARR does not have any standardized meaning and may not be comparable to similarly titled measures presented by other companies. ARR should be viewed independently of revenues and deferred revenues and is not intended to be combined with or to replace either of those elements of our financial statements. ARR is not a forecast and the active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by our clients. |

  76. Key Business Metrics

    | • | Cloud ARR: Cloud ARR is the portion of our ARR which represents the annualized recurring value of our active SaaS contracts. We believe Cloud ARR provides important information about our ability to sell new SaaS subscriptions to existing clients and to acquire new SaaS clients. |

  77. Key Business Metrics

    | • | Cloud Net Revenue Retention (“NRR”): Cloud NRR is the portion of our NRR which represents the net revenue retention of our SaaS contracts. We calculate Cloud NRR by starting with the Cloud ARR from the cohort of all clients as of the twelve months prior to the applicable fiscal period, or prior period Cloud ARR. We then calculate the Cloud ARR from these same clients as of the current fiscal period, or current period Cloud ARR. We then divide the current period Cloud ARR by the prior period Cloud ARR to calculate the Cloud NRR. |