Intapp (INTA) DEF 14ADefinitive proxy

Intapp, Inc.

3101 Park Blvd.

Palo Alto, CA 94306

The 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Intapp, Inc. (“Intapp,” the “Company,” “we,” “us” and “our”) will take place on November 14, 2023, at 10:00 a.m. Pacific Time.

This year’s annual meeting will be a completely virtual meeting of stockholders through an audio webcast live over the Internet. There will be no physical meeting location. Please go to www.virtualshareholdermeeting.com/INTA2023 for instructions on how to attend and participate in the Annual Meeting. Any stockholder may attend and listen live to the webcast of the Annual Meeting over the Internet at such website. Stockholders as of the record date may vote and submit questions while attending the annual meeting via the Internet by following the instructions listed on your proxy card and proxy materials. The webcast starts at 10:00 a.m., Pacific Time, on November 14, 2023. We encourage you to access the meeting prior to the start time. Technicians will be available to assist you if you experience technical difficulties accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number posted on www.virtualshareholdermeeting.com/INTA2023.

We have elected to provide electronic access to our Annual Meeting materials, which include this proxy statement for the Annual Meeting (the “Proxy Statement”), an annual report to stockholders, including our Annual Report on Form 10-K for the year ended June 30, 2023 (the “Annual Report”), and the proxy card or a voting instruction form for the Annual Meeting, in lieu of mailing printed copies. On or about October 3, 2023, we are sending to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to view the proxy materials on the Internet. Electronic copies of this Proxy Statement and the Annual Report are available at www.proxyvote.com.

Only holders of the Company’s common stock (“common stock”) as recorded in our stock register at the close of business on September 18, 2023, which is the record date, may vote at the annual meeting. On September 18, 2023, there were 69,369,157 shares of common stock issued and outstanding. As of the date of this Proxy Statement, the Company has not issued any shares of its preferred stock. Each share of common stock is entitled to one vote per share on any matter submitted to a vote of our stockholders.

You may vote “For All”, “Withhold All”, or “For All Except” with respect to each nominee to the Board. For Proposal 2, you may vote “For”, “Against” or abstain from voting.

If you are a stockholder of record as of the Record Date, you may vote, (i) during the Annual Meeting, by attending the Annual Meeting virtually and following the instructions posted at www.virtualshareholdermeeting.com/INTA2023, or (ii) by proxy (x) over the Internet at www.proxyvote.com, (y) by phone by calling 1-800-690-6903 or (z) by signing and returning the proxy card in the enclosed envelope. Whichever method you use, giving us your proxy means you authorize us to vote your shares at the meeting in the manner you direct. If you submit a proxy but do not specify how to vote, the Company representative named in the proxy will vote your shares in favor of the director nominees identified in this proxy statement and ‘for’ Proposal 2.

Whether or not you plan to attend the Annual Meeting virtually, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting virtually and vote during the Annual Meeting if you have already voted by proxy.

If you are a beneficial owner and hold shares through another party, such as a bank or brokerage firm, you may receive material from them asking how you want to vote. Simply follow the instructions to ensure that your vote is counted. To vote at the Annual Meeting, you must follow the instructions posted at www.virtualshareholdermeeting.com/INTA2023.

You may receive more than one set of proxy materials depending on how you hold your shares. Please vote all of your shares. To ensure that all of your shares are voted, for each set of proxy materials, please submit your proxy by phone, via the Internet, or by signing, dating and returning the enclosed proxy card in the enclosed envelope.

A stockholder of record may revoke any proxy which is not irrevocable by submitting a new proxy bearing a later date, by voting by telephone or over the Internet, or by delivering to the Corporate Secretary of the Company a revocation of the proxy in writing so that it is received by the Company prior to the Annual Meeting at 3101 Park Blvd., Palo Alto, CA 94306. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.

If you are a beneficial owner, you may revoke your proxy by submitting new instructions to your broker, bank, or other agent, or if you have received a proxy from your broker, bank, or other agent giving you the right to vote your shares at the Annual Meeting, by attending the meeting virtually and voting during the meeting.

These proxy materials are being provided in connection with the solicitation of proxies by the Company and are first being sent to stockholders on or about October 3, 2023. In addition to this mailing, the Company’s officers, directors or other employees may solicit proxies personally, electronically or by telephone. The Company pays

The vote required for Proposal 1 for the election of directors by stockholders shall be the plurality of the votes cast at the Annual Meeting with respect to a director nominee. This means that the director nominees receiving the highest number of affirmative ‘for’ votes will be elected. As a result, any shares not voted ‘for’ a particular nominee, whether as a result of a ‘withhold’ vote, abstention, or a “broker non-vote” (as defined below), will not be counted in such nominee’s favor and will have no effect on the outcome of the election.

Approval of Proposal 2 requires the affirmative vote of the holders of a majority of the voting power of the shares present at the virtual Annual Meeting or represented by proxy and entitled to vote on the subject matter. An abstention will have the same effect as a vote ‘against’ the proposal because an abstention represents a share considered present and entitled to vote.

If your shares are held by a broker, the broker will ask you how you want your shares to be voted. If you give the broker instructions, your shares must be voted as you direct. If your broker holds your shares in its name and you do not instruct your broker how to vote, your broker will only have discretion to vote your shares on “routine” matters. At our Annual Meeting, only the ratification of the appointment of our independent registered public accounting firm (Proposal 2) is considered a routine matter. If you do not give instructions for Proposal 2 to ratify the appointment of the Company’s independent registered public accounting firm, the broker may vote your shares at its discretion. For the election of directors, the broker cannot vote your shares at all. When that happens, it is called a “broker non-vote.” Broker non-votes are counted in determining the presence of a quorum at the meeting, but they will have no effect on the voting for the election of directors because they do not represent shares present and entitled to vote.

In order to carry on the business of the meeting, we must have a quorum. This means that the holders of record of a majority of the voting power of the issued and outstanding shares of capital stock of the Company entitled to vote at the Annual Meeting must be either present at the internet meeting or represented by proxy.

Notwithstanding the foregoing, where a separate vote by a class or series or classes or series is required, a majority of the voting power of the outstanding shares of such class or series or classes or series, present at the virtual Annual Meeting or represented by proxy, shall constitute a quorum entitled to take action with respect to the vote on that matter. Once a quorum is established to organize a meeting, it shall not be broken by the subsequent withdrawal of any stockholders.

We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). An emerging growth company may take advantage of specified reduced reporting requirements that are otherwise applicable generally to public companies. These provisions include:

We have availed ourselves in this Proxy Statement of the reduced reporting requirements described above. We expect to continue to avail ourselves of the emerging growth company exemptions described above for so long as we remain an emerging growth company. As a result, the information that we provide to stockholders will be less comprehensive than what you might receive from other public companies.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can use the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), for complying with new or revised accounting standards. This permits an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

We have elected to use the extended transition period to enable us to comply with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (1) are no longer an emerging growth company and (2) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

We believe that Mr. Fichtner is qualified to serve on our board of directors due to his extensive finance and technology industry experience.

We believe that Mr. Gaffney is qualified to serve on our board of directors due to his extensive finance industry experience.

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.

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.

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.

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.

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.

We believe Mr. Baxter is qualified to serve on our board of directors due to his deep legal industry expertise and his leadership experience.

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.

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.

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

The matrix below provides enhanced disclosure regarding the diversity of the members of our Board of Directors and is based solely on information provided by our directors. Directors who did not answer or indicated that they preferred not to answer a question are shown as “did not disclose gender” or “did not disclose demographic background” below. Each of the categories listed in the below table has the meaning as it is used in Nasdaq Rule 5605(f).

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, 2023. During our fiscal year 2023, 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 ten members of our board of directors then in office attended our 2022 annual meeting of stockholders held on November 15, 2022.

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.

Our Audit Committee consists of Beverly Allen, Nancy Harris, George Neble and Marie Wieck, with Mr. Neble chairing this committee. Rule 10A-3 of the Exchange Act and the NASDAQ rules require us to have an Audit Committee composed entirely of independent directors. Our board of directors has affirmatively determined that each of Beverly Allen, Nancy Harris, George Neble and Marie Wieck meet the definition of “independent director” for purposes of serving on the Audit Committee under Rule 10A-3 of the Exchange Act and the corporate governance standards of the Nasdaq Stock Market.

Our Audit 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 Audit Committee reviews the charter annually. Seven Audit Committee meetings were held during fiscal year 2023.

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 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.

Our Nominating and Corporate Governance Committee consists of Beverly Allen, Derek Schoettle and Marie Wieck, with Mr. Schoettle chairing this committee. Our Board has determined that each of Derek Schoettle, Beverly Allen and Marie Wieck meet the definition of “independent director” for purposes of serving on the Nominating and Corporate Governance Committee under the corporate governance standards of the Nasdaq Global Select Market.

Our Nominating and Corporate Governance 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 Nominating and Corporate Governance Committee reviews the charter annually. Four Nominating and Corporate Governance Committee meetings were held during 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.

Mr. Hall, who serves as the Company’s Chief Executive Officer, does not receive any additional compensation for his services as a director.

Ralph Baxter, as principal of Ralph Baxter, Inc., is party to a consulting agreement pursuant to which Ralph Baxter, Inc. is engaged to advise the Company on a variety of strategic, product and client service issues, including its client advisory board program. For additional information regarding the consulting agreement with Mr. Baxter, see “Certain Relationships and Related Party Transactions—Consulting Agreement with Ralph Baxter.” Mr. Baxter does not receive any additional compensation for his services as a director.

Under our non-employee director compensation policy, during fiscal year 2023, our non-employee directors were generally eligible to receive the following cash compensation (as applicable) for their service on our board of directors and its committees:

During fiscal year 2023, our Compensation Committee and Board reviewed our non-employee director compensation policy and considered the advice of Alpine. Our Compensation Committee recommended and our Board approved the following changes to our non-employee director compensation policy that will be in effect for fiscal year 2024:

The annual cash compensation amounts are payable in equal quarterly installments, in arrears following the end of each quarter in which the service occurred.

New non-employee directors who join our board of directors are generally eligible to receive a one-time RSU award (the “Initial RSU”), which generally vests over three years in three substantially equal annual installments, subject to the non-employee director’s continued service through the applicable vesting date. Continuing non-employee directors are generally eligible to receive, on the date of each annual meeting of our

The number of RSUs subject to the Initial RSU award would be determined by dividing $300,000 by the average trading price of the Company’s common stock on the Nasdaq Stock Market over the 20 trading days preceding the grant date. The number of RSUs subject to the Annual RSU award was determined by dividing $200,000 by the average trading price of the Company’s common stock on the Nasdaq Stock Market over the 20 trading days preceding the grant date. For fiscal year 2023, a 20-day average trading price was used in order to provide a more stabilized share value less susceptible to potential swings in the market.

In addition to the compensation outlined above, we reimburse each eligible non-employee director for reasonable out-of-pocket travel expenses to cover in-person attendance at, and participation in, meetings of our board of directors and any committee of the board of directors, in accordance with our business expense reimbursement policies as in effect from time to time.

With respect to the roles of Chairman of the Board and Chief Executive Officer, our Corporate Governance Guidelines provide that the roles may be separated or combined, and our board of directors is able to exercise its discretion in combining or separating these positions as it deems appropriate in light of prevailing circumstances. Our Corporate Governance Guidelines provide the flexibility for our board of directors to modify our leadership structure in the future as appropriate.

Our board of directors has undertaken a review of the independence of our directors and considered whether any such director has a material relationship with us that could compromise that director’s ability to exercise independent judgment in carrying out that director’s responsibilities. Our board of directors has determined that each of Beverly Allen, Martin Fichtner, Chris Gaffney, Nancy Harris, George Neble, Derek Schoettle and Marie Wieck is an “independent director,” as defined under the rules of Nasdaq. The Board previously determined that Mukul Chawla was an independent director prior to his retirement from our Board in November 2022.

Our Audit Committee is responsible for overseeing our risk management process. Our Audit Committee focuses on our general risk management strategy and the most significant risks facing us, and oversees the implementation of risk mitigation strategies by management. Our Audit Committee is apprised of particular risk management matters in connection with its general oversight and approval of corporate matters and significant transactions.

All of our officers, directors and employees and certain consultants specified by our management are prohibited from engaging in hedging transactions relating to our stock. Additionally, spouses, minor children and any other family member sharing the same household as the foregoing, as well as any other account, trust or entity over which the foregoing may make or influence investment decisions, whether or not the securities are held directly or indirectly, are similarly prohibited from engaging in such hedging transactions.

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 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.

Charles Moran served as a member of our Compensation Committee from July 2021 until June 2023. Mr. Moran was party to a director services agreement which terminated on December 31, 2021 pursuant to which we engaged him as a special advisor for a 12-month term for financial advice and advice in connection with the Company’s initial public offering.

We have adopted a code of business conduct and ethics applicable to our directors, officers and employees. A copy of that code is available on our principal corporate website at www.intapp.com.

The Nominating and Corporate Governance Committee is responsible for identifying individuals qualified to become members of the Board, regardless of who nominates a candidate for consideration. The Nominating and Corporate Governance Committee will ensure that the Board has the requisite expertise and that its membership consists of persons with sufficiently diverse and independent backgrounds. The Board is responsible for selecting the nominees for election to the Board.

The Nominating and Corporate Governance Committee recommends to the Board criteria for Board and committee membership, in accordance with the principles in the committee’s charter and our Corporate Governance Guidelines. The assessment of director candidates will include factors such as integrity, judgment, skill, diversity, experience with businesses and other organizations of comparable size and the interplay of the candidate’s experience with the experience of other Board members. The adequacy of such criteria will be reassessed by the Nominating and Corporate Governance Committee periodically and any proposed changes will be submitted to the Board for approval.

The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders and is responsible for reviewing all stockholder nominations and determining whether the nomination and nominee satisfy all applicable eligibility requirements. Stockholders may recommend director candidates for consideration by our Nominating and Corporate Governance Committee by sending notice to Intapp, Inc., Attention: Corporate Secretary, 3101 Park Blvd., Palo Alto, CA 94306. Any such recommendation should include the information required by our Bylaws. Our Nominating and Corporate Governance Committee will review all stockholder nominations properly submitted pursuant to our Bylaws, determine whether the nomination was submitted in a timely manner and whether the nomination and the nominee satisfy all applicable eligibility requirements, and recommend to our Board appropriate action on each such nomination.

We are committed to adhering to corporate governance practices that meet applicable U.S. corporate governance standards. Our Board has adopted Corporate Governance Guidelines that serve as a flexible framework within which our Board and its committees operate. These guidelines cover a number of areas including the size and composition of the Board, board membership criteria and director qualifications, director responsibilities, board agendas, meetings of independent directors, oversight of strategic planning, committee responsibilities and assignments, board member access to management and independent advisors, director communications with third parties, director compensation, director orientation and continuing education, evaluation of senior management and management succession planning.

The full text of our Corporate Governance Guidelines may be viewed at our website at www.intapp.com. The information on our website is not, and shall not be deemed to be, a part of this proxy statement or incorporated into any other filings we make with the SEC.

The Board conducts, and the Nominating and Corporate Governance Committee oversees, an annual self-evaluation to determine whether the Board is functioning effectively. The Board periodically considers the mix of skills and experience that directors bring to the Board to assess whether the Board has the necessary tools to perform its oversight function effectively.

In addition, our Nominating and Corporate Governance Committee, Audit Committee and Compensation Committee each conduct their own annual self-assessment, which includes an assessment of the adequacy of their performance as compared to their respective charters. In 2023, our Board and each of our Nominating and Corporate Governance Committee, Audit Committee and Compensation Committee conducted their annual self-assessment.

The Board welcomes communications from the Company’s stockholders and other interested parties, and it is the policy of the Company to facilitate communication from stockholders. The Board generally believes it is in the Company’s best interests that designated members of management speak on behalf of the Company. Stockholders

Please indicate on the envelope or in the email whether the communication is from a stockholder or other interested party. The Board has instructed the Corporate Secretary and other relevant members of management to examine incoming communications and forward to the Board or individual Board members as appropriate, communications he or she deems relevant to the Board’s roles and responsibilities. The Board has requested that certain types of communications not be forwarded, and redirected if appropriate, such as: spam, business solicitations or advertisements, resumes or employment inquiries, service complaints or inquiries, surveys, or any threatening or hostile materials.

Section 16(a) of the Securities Exchange Act of 1934 requires our directors, certain officers and any beneficial owners of more than 10% of our common stock to file reports relating to their ownership and changes in ownership of our common stock with the SEC and Nasdaq by certain deadlines. Based solely on our review of such reports filed with the SEC during or with respect to the fiscal year ended June 30, 2023 and written representations of reporting persons, we believe that all Section 16(a) filing requirements were complied with.

The Board has nominated the following three director candidates, all of whom currently serve as our directors, for election to serve as a Class III director: Martin Fichtner, Chris Gaffney and John Hall. Each of these nominees has agreed to stand for election at the Annual Meeting. Our management has no reason to believe that any nominee will be unable to serve. If elected at the Annual Meeting, each of these nominees would serve until the annual meeting of stockholders to be held in 2026 and until his or her successor has been duly elected and qualified, or until the director’s earlier death, resignation, or removal.

The Company representative named in the proxy intends to vote for the election of each of the director nominees above, unless you indicate on your proxy that your vote should be withheld from any or all of the nominees. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by our board of directors.

For details regarding the qualifications and the specific experiences, qualifications and skills of each of our director nominees, see “Board of Directors—Our Board of Directors” on page 5.

Approval of Proposal No. 1 requires the plurality of the votes cast with respect to a director nominee. This means that the three director nominees receiving the highest number of affirmative “for” votes will be elected as directors at the Annual Meeting.

The Audit Committee of the Board has approved the appointment of Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for the fiscal year ending June 30, 2024. Deloitte has been engaged as our independent registered public accounting firm since 2020. We are asking that you ratify the appointment, although your ratification is not required. If stockholders do not ratify the appointment, the Audit Committee may reconsider the appointment. Even if the selection is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time if the Audit Committee determines that such a change would be in the best interests of the Company and our stockholders. A Deloitte representative is expected to attend the Annual Meeting to answer appropriate questions and to make a statement if he or she desires.

The following table presents fees for services rendered by Deloitte during the fiscal years ended June 30, 2022, and June 30, 2023:

These amounts represent fees of Deloitte for the audit of our annual consolidated financial statements, the review of condensed consolidated financial statements, and the services that an independent auditor would customarily provide in connection with subsidiary audits, statutory requirements, regulatory filings, and similar engagements for the fiscal year. Audit fees also include advice about accounting matters that arose in connection with or as a result of the audit or the review of periodic financial statements and statutory audits that non-U.S. jurisdictions require.

Audit-related fees consist of assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements or internal control over financial reporting and services in connection with our registered public offerings. This category may include fees related to the performance of audits and attest services not required by statute or regulations; due diligence related to mergers and acquisitions; and accounting consultations about the application of GAAP to proposed transactions.

Tax fees generally consist of tax compliance and return preparation, and tax planning and advice. Tax planning and advice services consist of support during income tax audits or inquiries.

The Audit Committee has determined that the non-audit services rendered by Deloitte were compatible with maintaining its independence. All such non-audit services were pre-approved by the Audit Committee pursuant to the pre-approval policy set forth below.

The Audit Committee reviews the independence of our independent registered public accounting firm on an annual basis and has determined that Deloitte is independent. In addition, the Audit Committee pre-approves all work and fees that are performed by our independent registered public accounting firm. The Audit Committee has delegated pre-approval authority for permissible non-audit services to a designated Audit Committee member. Any pre-approval of such non-audit services by the designated Audit Committee member will be reported to the Audit Committee at its next regularly scheduled meeting.

Approval of Proposal No. 2 requires the affirmative vote of a majority of the shares entitled to vote and present in person or represented by proxy at the Annual Meeting. Abstentions are considered shares present and entitled to vote on this proposal and, thus, will have the same effect as a vote “AGAINST” this proposal.

The Audit Committee’s general role is to assist the board in monitoring the Company’s financial reporting process and related matters. The Audit Committee’s specific responsibilities are set forth in its charter. The Audit Committee acts only in an oversight capacity and relies on the work and assurances of management, who have primary responsibility for Intapp’s financial statements, as well as the independent registered public accounting firm, which is responsible for expressing an opinion on the conformity of Intapp’s audited financial statements to generally accepted accounting principles.

In fulfilling these responsibilities, the Audit Committee recommended that our stockholders ratify the selection of Deloitte & Touche LLP as Intapp’s independent registered public accounting firm for the fiscal year ended June 30, 2023 and reviewed with Deloitte & Touche LLP their audit scope and plan. In reaching its recommendation, the Audit Committee considered the qualifications of Deloitte & Touche LLP and has received and reviewed the written disclosures and the letter from Deloitte & Touche LLP required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence and has discussed with members of Deloitte & Touche LLP its independence.

The Audit Committee has reviewed the Company’s consolidated financial statements for its fiscal year ended June 30, 2023 and met with its management team, as well as with representatives of Deloitte & Touche LLP, the Company’s independent registered public accounting firm, to discuss the consolidated financial statements. The Audit Committee also discussed with members of Deloitte & Touche LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (PCAOB) and the SEC, including Auditing Standard No. 1301.

Based on the review and discussions described above, the Audit Committee has recommended to the Board of Directors that the Company’s audited consolidated financial statements for its fiscal year ended June 30, 2023 be included in its Annual Report on Form 10-K for its 2023 fiscal year and filed with the SEC.

This section sets forth the compensation of our principal executive officer and our two other most highly compensated executive officers for the fiscal year ended June 30, 2023 (our “NEOs”). For the fiscal year ended June 30, 2023, our NEOs were:

As an “emerging growth company” under the JOBS Act, we are permitted to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. Accordingly, we have not included in this section a compensation discussion and analysis of our executive compensation programs or tabular compensation information other than the “Summary Compensation Table” and the “Outstanding Equity Awards at Fiscal Year-End” table below. In addition, for so long as we are an emerging growth company, we will not be required to submit certain executive compensation matters to our stockholders for advisory votes, such as “say-on-pay” and “say-on-frequency” votes.

The following table sets forth the compensation of our NEOs for the fiscal year ended June 30, 2023 (referred to herein as fiscal year 2023) and the fiscal year ended June 30, 2022 (referred to herein as fiscal year 2022).

Base salaries are intended to provide a level of compensation sufficient to attract and retain an effective executive team, when considered in combination with the other components of our executive compensation program. The relative levels of base salary for our NEOs are designed to reflect each NEO’s scope of responsibility and accountability. The actual base salary paid to each NEO for each of fiscal years 2023 and 2022 is set forth in the “Summary Compensation Table” above.

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. Under the annual cash bonus program, each NEO has a target annual bonus equal to a percentage of base salary. For fiscal year 2023, the target annual bonus for Mr. Hall was 80% of base salary, the target annual bonus for Mr. Jampol was 70% of base salary and the target annual bonus for Mr. Coleman was 70% of base salary.

Amounts are earned under the annual cash bonus program subject to the achievement of business and individual objectives. For fiscal year 2023, 50% of the annual target bonus for each NEO was subject to the achievement of certain Company operating performance objectives and 50% of the annual target bonus for each NEO was subject to the achievement of certain functional objectives set for each individual. Our Compensation Committee determined that the Company operating performance objective was exceeded and resulted in a payout at 113% of target. Our Compensation Committee further determined that individualized functional objectives components were achieved at 100% of target for each of our NEOs for fiscal year 2023. See the “Summary Compensation Table” above for the amounts paid for each NEO.

During fiscal year 2023, each of our NEOs received an award of PSUs in connection with the Company’s annual grant of equity awards, granted pursuant to our 2021 Plan. Mr. Hall received 150,000 PSUs and each of Mr. Jampol and Mr. Coleman received 90,000 PSUs. The PSUs vest, if at all, based on the achievement of annual recurring revenue targets and profitability targets through June 30, 2025. The PSUs are subject to accelerated vesting upon certain terminations of employment, as described in “Employment Agreements with our NEOs” below.

The Company generally intends to grant equity awards pursuant to our 2021 Plan to senior management team members, including the NEOs, on an annual basis. We did not grant equity awards to our NEOs under our 2021 Plan in fiscal year 2022 due to the timing of equity awards received near the end of fiscal year 2021 in connection with our initial public offering.

Each of our NEOs entered into an employment agreement in connection with our initial public offering (each, an “Employment Agreement” and together, the “Employment Agreements”). The Employment Agreements for Messrs. Hall and Jampol became effective as of June 18, 2021, and the Employment Agreement for Mr. Coleman became effective as of June 29, 2021. 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 (during fiscal year 2023, $474,500 for Mr. Hall, $461,300 for Mr. Jampol and $408,500 for Mr. Coleman), an annual cash bonus plan opportunity (during fiscal year 2023, 80% of annual base salary for Mr. Hall, 70% of annual base salary for Mr. Jampol and 70% of annual base salary for Mr. Coleman), long-term incentive plan and employee benefit plan participation and the reimbursement of business expenses.

In the event that an NEO is terminated without cause or resigns for good reason during the period three months prior to or 12 months following a change in control, he will be entitled to severance as follows: (1) continued payment of 1.5 times the annual base salary and target annual bonus for the year of termination for Mr. Hall and one times the annual base salary and target annual bonus for the year of termination for each of Messrs. Jampol and Coleman; (2) reimbursement of COBRA premiums for up to 12 months; (3) accelerated vesting for Pre-IPO Awards as provided above; and (4) accelerated vesting of all Post-IPO Awards (including the PSUs granted in connection with our initial public offering) in full.

All of our U.S. employees are eligible to participate in broad-based and comprehensive employee benefit programs, including medical, dental, vision, life and disability insurance and a 401(k) plan with Company contributions. Our NEOs are eligible to participate in these plans on the same basis as our other employees and do not participate in executive level benefit programs. Other than our 401(k) plan, we do not sponsor or maintain any deferred compensation or retirement plans. The Company contributions to the 401(k) plan on behalf of each NEO in fiscal year 2023 are included in the “Summary Compensation Table” above under the column “All Other Compensation.”

A description of the severance payments and benefits to be provided to our NEOs, including in respect of equity awards held by our NEOs, in connection with certain terminations of employment both in connection with a change in control and not in connection with a change in control, is set forth in “Employment Agreements with our NEOs” above.

On July 2, 2021, we entered into a 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 provides that so long as each of Anderson and Great Hill beneficially owns at least 10.0% of 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 size of our board of directors is currently ten directors. 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.

On July 2, 2021, we entered into a registration rights agreement with John Hall, our Chief Executive Officer, Anderson and Great Hill (collectively, the “Existing Holders”). The Registration Rights Agreement provides these holders (and their permitted transferees) with the right to require us, at our expense, to register their shares of our common stock under the Securities Act for sale into the public markets. The agreement also provides that we will pay certain expenses of these electing holders relating to such registrations and indemnify them against certain liabilities that may arise under the Securities Act.

On May 16, 2023, we filed a shelf registration statement on Form S-3 with the SEC registering the resale of the shares of our common stock held on behalf of the Existing Holders.

Subject to certain limitations, each of Anderson and Great Hill (each a “demand holder”) have the right, by delivering written notice to us, to require us to register the number of our shares of common stock requested to be so registered in accordance with the Registration Rights Agreement. We will notify the other Existing Holders party to the Registration Rights Agreement promptly following receipt of notice of a demand registration from either Anderson or Great Hill. We will include in the registration all securities with respect to which we receive a written request for inclusion in the registration within ten days after we give our notice. Following the demand request, we are required to use our reasonable best efforts to expeditiously effect (but in any event no later than ninety days following the demand request) the registration of all securities with respect to which we receive a written request for inclusion in the registration. Each demand holder will be limited to an aggregate of three demand registrations.

We will not be required to effect any demand registration (i) if the aggregate sale price of securities proposed to be included in such demand registration is expected to be less than $50 million or (ii) if such demand request is made within one hundred twenty days after the effective date of a registration statement filed by us covering a firm commitment underwritten public offering in which the demand holders shall have been entitled to join pursuant to certain piggyback registration rights held by them.

Holders of registrable shares of common stock under the Registration Rights Agreement will be entitled to request to participate in, or “piggyback” on, registrations of certain securities for sale by us. This piggyback right will apply to any registration following our initial public offering other than registration statements on Form S-4 or S-8 (or any similar successor forms used for a purpose similar to the intended use of such forms) or a resale shelf registration statement on Form S-3.

The registration rights outlined above are subject to conditions and limitations, including the right of the underwriters to limit the number of shares to be included in a registration statement and our right to delay, suspend or withdraw a registration statement under specified circumstances. For example, we may delay the filing or effectiveness of any registration statement for an aggregate period of no more than ninety days in any calendar year if we determine, in good faith, that the filing or maintenance of a registration statement would, if not so deferred, (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving us; (ii) require premature disclosure of material information that we have a bona fide business purpose for preserving as confidential; or (iii) render us unable to comply with requirements under the Securities Act or Exchange Act. Additionally, in certain circumstances we may withdraw a registration statement upon request by the holder(s) of registrable securities.

In March 2016, Integration Appliance, Inc. entered into a consulting agreement with Mr. Baxter (as amended from time to time, the “Baxter Consulting Agreement”), who subsequently assigned all of his rights, title and interest and delegated all of his obligations, responsibilities and duties to Ralph Baxter, Inc. Mr. Baxter is the Principal of Ralph Baxter, Inc. Pursuant to the Baxter Consulting Agreement, Ralph Baxter, Inc. is engaged to advise us in connection with our advisory board program. In connection therewith, Ralph Baxter, Inc. receives base fees of $240,000 per year and up to $260,000 in additional fees per year based upon the achievement of certain objectives related to his work in chairing our advisory board program. On June 23, 2023, the Baxter Consulting Agreement was extended pursuant to the terms thereof to expire on June 30, 2024.

Our Bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by the Delaware General Corporation Law (“DGCL”), subject to certain exceptions contained in our Bylaws. In addition, our certificate of incorporation provides that our directors will not be liable for monetary damages for breach of fiduciary duty.

We have also entered into indemnification agreements with each of our executive officers and directors. The indemnification agreements provide the indemnitees with contractual rights to indemnification, and expense advancement and reimbursement, to the fullest extent permitted under the DGCL, subject to certain exceptions contained in those agreements.

Our board of directors has adopted a written policy on transactions with related persons that is in conformity with the requirements for issuers having publicly held common stock that is listed on Nasdaq. The purpose of the policy is to describe the procedures used to identify, review, approve and disclose, if necessary, any transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which (i) we were, are or will be a participant, (ii) the aggregate amount involved exceeds $120,000, and (iii) a related person has or will have a direct or indirect material interest, in each case, other than compensation arrangements approved by our Board or an authorized Board Committee. For purposes of the policy, a related person is (a) any person who is, or at any time since the beginning of our last fiscal year was, a director or executive officer of us

The following table sets forth information known to the Company regarding the beneficial ownership of the common stock as of September 18, 2023, by:

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

The beneficial ownership percentages set forth in the table below are based on 69,369,157 shares of common stock issued and outstanding as of September 18, 2023. In computing the number of shares beneficially owned by a person and the percentage ownership of such person, we deemed to be outstanding all shares subject to equity awards held by the person that are currently exercisable, or would be exercisable or would vest based on service-based vesting conditions within 60 days of September 18, 2023. However, we did not deem such shares outstanding for the purpose of computing the percentage ownership of any other person.

Unless otherwise noted in the footnotes to the following table, and subject to applicable community property laws, the persons and entities named in the table have sole voting and investment power with respect to their beneficially owned common stock.

The following table sets forth, as of June 30, 2023, certain information related to our compensation plans under which shares of our common stock may be issued.

The number of shares of common stock reserved for issuance under the 2021 Omnibus Incentive Plan will be cumulatively increased starting on July 1, 2022, and each July 1 thereafter, through (and including) July 1, 2031, by a number of shares of common stock of up to 5% of the number of shares of common stock issued and outstanding calculated on a fully-diluted basis on the immediately preceding June 30.

The number of shares of common stock reserved for issuance under the 2021 Employee Stock Purchase Plan will be cumulatively increased starting on July 1, 2022 and each July 1 thereafter, through (and including) July 1, 2031, by the lesser of: (a) one percent of the number of shares of common stock issued and outstanding calculated on a fully-diluted basis on the immediately preceding June 30 or (b) such lesser number of shares of common stock as determined by the person(s) appointed by our Board to administer the 2021 Employee Stock Purchase Plan.

Stockholders who, in accordance with Rule 14a-8 of the Exchange Act, wish to present proposals at our 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) and wish to have those proposals included in the proxy materials to be distributed by us in connection with our 2024 Annual Meeting must submit their proposals to the Company at the physical address provided below on or before June 5, 2024. Any such proposal, including stockholder proposals for candidates for nomination for election to the Board, must meet the requirements set forth in the rules and regulations of the SEC, including Rule 14a-8, and follow the procedures set forth in our Bylaws in order for such proposal to be eligible for inclusion in our 2024 proxy statement.

In accordance with our Bylaws, in order to be properly brought before the 2024 Annual Meeting, regardless of inclusion in our proxy statement, notice of a matter a stockholder wishes to present, including any director nominations, must be delivered to the Company at the physical address provided below, not less than 90 nor more than 120 days prior to the first anniversary date of this year’s annual meeting, which would be no earlier than July 17, 2024 and no later than August 16, 2024. If, however the date of the meeting is advanced by more than 30 days, or delayed by more than 70 days, from the anniversary date of this year’s annual meeting, notice by the stockholder to be timely must be delivered not earlier than 120 days prior to the 2024 Annual Meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or 10th day following the day on which public announcement of the date of such meeting is first made by the us. The stockholder must also provide all of the information required by our Bylaws.

Each notice of business or director nomination must set forth the information required by our Bylaws. Any such proposals, including stockholder proposals for candidates for nomination for election to the Board, must be submitted in accordance with applicable SEC rules and regulations, and follow the Company’s procedures in its Bylaws. Submitting a notice does not ensure that the proposal will be raised at the 2024 Annual Meeting. We will not permit stockholder proposals that do not comply with the foregoing notice requirement to be brought before the 2024 Annual Meeting.

In addition to satisfying the above advance notice requirements, in order to comply with the universal proxy rules under the Exchange Act, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice to the Company’s Corporate Secretary that sets forth the information required by Rule 14a-19 under the Exchange Act no later than September 15, 2024.

The SEC allows companies and intermediaries (such as brokers) to implement a delivery procedure called “householding.” Householding is the term used to describe the practice of delivering a single set of notices, proxy statements and annual reports to any household at which two or more stockholders reside. This procedure reduces the volume of duplicate information stockholders receive and also reduces a company’s printing and mailing costs. Householding will continue until you are notified otherwise or you submit contrary instructions.

The Company will promptly deliver an additional copy of any such document to any stockholder who writes the Company. Alternatively, if you share an address with another stockholder and have received multiple copies of our notice, proxy statement and annual report, you may contact us to request delivery of a single copy of these materials. Stockholders of record who currently receive multiple copies of the annual report and proxy statement or Notice of Internet Availability at their address who would prefer that their communications be householded, or stockholders of record who are currently participating in householding and would prefer to receive separate copies of our proxy materials, should also contact us. Any such written requests should be directed to the Company at the following physical address or email address:

A copy of our Annual Report on Form 10-K for the year ended June 30, 2023, as filed with the SEC, is available to stockholders without charge upon written request directed to Investor Relations, 3101 Park Blvd., Palo Alto, CA 94306 or by phone at (650) 852-0400 or by email at ir@intapp.com. The Company makes available on or through our website free of charge our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to such reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after filing.

We do not presently know of any matters to be acted upon at the Annual Meeting other than the matters referred to in this proxy statement. If any other matter is properly presented, proxy holders will vote on the matter in their discretion.