SEC Form DEF 14A filed by Intapp Inc.

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Intapp, Inc.

3101 Park Blvd.

Palo Alto, CA 94306

Dear Stockholder:

You are invited to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Intapp, Inc. (“Intapp”, the “Company”, “we” or “our”), which will be held on November 13, 2024, at 10:00 a.m., Pacific Time. To facilitate participation by stockholders from any location, the Annual Meeting will be held in a virtual meeting format only and conducted via live audio webcast to enable our stockholders to participate from locations around the world. You will be able to attend the meeting, vote and submit your questions via the Internet by visiting www.virtualshareholdermeeting.com/INTA2024 and entering the control number included on your proxy card and other proxy materials. You will not be able to attend the virtual Annual Meeting physically in person.

Attached to this letter are a Notice of Annual Meeting of Stockholders and proxy statement, which describe the business to be conducted at the Annual Meeting.

Whether you own a few shares or many, and whether or not you plan to attend the Annual Meeting, we urge you to promptly submit your vote via the Internet, telephone or mail. Returning the proxy does not deprive you of your right to attend and vote your shares electronically at the Annual Meeting.

On behalf of the Board of Directors and management, I would like to express our appreciation for your continued support.

Very truly yours,

John Hall

Chairman of the Board and Chief Executive Officer

October 1, 2024

On or about October 1, 2024, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement for our 2024 Annual Meeting of Stockholders (the “Proxy Statement”) and our Annual Report on Form 10-K for the year ended June 30, 2024 (“Annual Report”). The Notice provides instructions on how to vote online or by telephone and includes instructions on how to receive a paper copy of proxy materials by mail. This Proxy Statement and our Annual Report can be accessed directly online at www.proxyvote.com using the control number located on the Notice, on your proxy card or in the instructions that accompanied your proxy materials. A copy of our Annual Report and Proxy Statement are also available on our investor relations website at https://investors.intapp.com.

Whether or not you plan to attend the meeting, please ensure that your shares are voted at the Annual Meeting by signing and returning a proxy card or by using our Internet or telephonic voting system.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: Our Annual Report and Proxy Statement are available free of charge at: www.proxyvote.com using the control number located on your Notice, on your proxy card or in the instructions that accompanied your proxy materials.

By order of the Board of Directors,

Steven Todd

General Counsel and Secretary

October 1, 2024

Certain statements in this proxy statement, including statements relating to estimates, projections, goals, commitments, and expected results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and are generally identified by the words “believe,” “expect,” “anticipate,” “intend,” “opportunity,” “plan,” “project,” “will,” “should,” “could,” “would,” “likely” and similar expressions. Forward-looking statements are based on current assumptions that are subject to risks and uncertainties that may cause actual results to differ materially from the forward-looking statements, including the risks and uncertainties discussed in Item 1A-Risk Factors of the Form 10-K included in our 2024 Annual Report and in our Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (“SEC”). Such forward-looking statements speak only as of the date they are made, and we undertake no obligation to update or revise publicly any forward-looking statements, except as required by law.

Unless explicitly stated, information contained on or accessible via our website is not incorporated by reference into this Proxy Statement or any other report we file with the SEC. This proxy statement may identify additional resources that can be found on the Company’s websites. These additional resources, reports, disclosures, and policies are not part of or incorporated by reference in this proxy statement.

The following is a summary of voting, solicitation, and other general information. You should read this entire Proxy Statement carefully.

The 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Intapp, Inc. (“Intapp,” the “Company,” “we,” “us” and “our”) will take place on November 13, 2024, 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/INTA2024 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 13, 2024. 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/INTA2024.

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, 2024 (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 1, 2024, 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. If you received such Notice and would prefer to receive paper copies of the proxy materials, or if you received paper copies of the proxy materials and would prefer to receive a notice for future annual meetings, you may notify us by mail at 3101 Park Blvd., Palo Alto, CA 94306 or by phone at (650) 852-0400 or by email at [email protected].

Stockholder of Record. If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered the “stockholder of record,” with respect to those shares, and the proxy materials were provided to you directly by us. As a stockholder of record, you may vote in person at the virtual Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting virtually, we urge you to vote on the Internet or by phone or mail as instructed in the proxy card to ensure your vote is counted.

Beneficial Owner. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held in street name. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank, or other agent on how to vote the shares in your account. Your brokerage firm, bank, or other agent will not be able to vote on Proposals 1, 3 and 4 unless they have your voting instructions, so it is very important that you indicate your voting instructions to the institution holding your shares. As a beneficial owner of shares, you are also invited to attend the Annual Meeting virtually and may vote your shares at the Annual Meeting by following the instructions posted at www.virtualshareholdermeeting.com/INTA2024.

Only holders of the Company’s common stock (“common stock”) as recorded in our stock register at the close of business on September 18, 2024, which is the record date, may vote at the annual meeting. On September 18, 2024, there were 76,966,083 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. Votes may not be cumulated.

There are four matters scheduled for a vote:

Aside from the four matters listed above under “Items of Business”, the Company’s board of directors (“board of directors” or the “Board”) knows of no matters to be presented at the Annual Meeting. If any other matter is properly brought before the Annual Meeting, shares represented by all proxies received by the Board will be voted with respect thereto in accordance with the judgment of the persons appointed as proxies.

The Board recommends that you vote your shares:

For Proposal 1, you may vote “For All”, “Withhold All”, or “For All Except” with respect to each nominee to the Board. For each of Proposal 2 and Proposal 3, you may vote “For”, “Against” or “Abstain” from voting. For Proposal 4, you may vote every “1 Year”, every “2 Years”, every “3 Years” 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/INTA2024, 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, ‘for’ Proposal 2, ‘for’ Proposal 3 and every ‘‘1 year” for Proposal 4. Votes by proxy must be received by 11:59 p.m. Eastern Time on November 12, 2024 to be voted at the annual meeting.

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/INTA2024.

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 11:59 p.m. Eastern Time on November 12, 2024 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 1, 2024. In addition to this mailing, the Company’s officers, directors or other employees may solicit proxies personally, electronically or by telephone or other similar means. The Company pays the costs of soliciting proxies. No additional compensation will be paid to our directors, officers, or other employees for such services. We also reimburse brokers and other nominees for their expenses in sending these materials to you and obtaining your voting instructions. Stockholders voting via the telephone or Internet should understand that there may be costs associated with telephonic or electronic access, such as usage charges from telephone companies and Internet service providers, which must be borne by the stockholder.

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 three director nominees receiving the highest number of affirmative ‘for’ votes will be elected. You may vote for all the director nominees, withhold authority to vote your shares for all the director nominees or withhold authority to vote your shares with respect to any one or more of the director nominees. Withholding authority to vote your shares with respect to one or more director nominees will have no effect on the election of those nominees.

Approval of each of Proposal 2, Proposal 3 and Proposal 4 requires, in each case, 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’ each of Proposal 2, Proposal 3 and Proposal 4 because an abstention represents a share considered present and entitled to vote.

For Proposal 4, if no frequency receives the foregoing vote, then we will consider the option that receives the greatest number of votes (every one year, every two years or every three years) to be the resulting recommendation, on an advisory basis, of our stockholders. Because this vote is advisory and non-binding on the Company or our Board in any way, our Board may decide that it is in our and our stockholders’ best interests to hold an advisory vote on executive compensation more or less frequently than the option selected by our stockholders.

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 Proposals 1, 3 and 4, 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 Proposals 1, 3 and 4 because they do not represent shares 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 virtual meeting or represented by proxy. Abstentions and broker non-votes are treated as “shares present” for the purposes of determining whether a quorum exists.

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.

The following sets forth certain information, as of October 1, 2024 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.

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. Previously, Mr. Moran served as a board member for Duck Creek Technologies Inc. and Clarivate Analytics PLC. Mr. Moran received a B.S. from Boston College and an M.B.A. from Suffolk University.

We believe that Mr. Moran is qualified to serve on our board of directors due to his extensive background in the technology industry and his leadership experience.

George Neble has served as a director of the Company since July 2021. Mr. Neble brings more than 40 years of accounting and auditing experience working with both public and private companies. From November 2012 to June 2017, Mr. Neble served as the Northeast Market Leader and Managing Partner of the Boston office of Ernst & Young LLP. From 2002 to 2012, Mr. Neble was a senior assurance partner at Ernst & Young LLP. He has served as a board member of EverQuote, Inc. since May 2018, 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 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.

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 currently serves as a board member for E2open Parent Holdings, Inc. Mr. Fichtner received a Bachelor of Science in Industrial Engineering and a Master of Science in Engineering Economic Systems and Operations Research, both from Stanford University.

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

John Hall has served as a director and Chief Executive Officer of the Company since 2007. Prior to joining the Company, Mr. Hall was an early executive at VA Linux Systems and helped lead the company from its startup phase to its initial public offering.

We believe that Mr. Hall is qualified to serve on our board of directors because of the perspective and experience he brings as our Chief Executive Officer.

Beverly Allen has served as a director of the Company since February 2022. Ms. Allen has been the Senior Vice President, Chief Legal Officer, Chief Compliance and Privacy Officer, and Corporate Secretary of Inovalon Holdings, Inc., which offers data-driven, cloud-based solutions to healthcare organizations, since December 2016. Prior to Inovalon, Ms. Allen was Chief Integrity Officer at MedStar Washington Hospital Center. Ms. Allen’s previous experience also includes leadership positions with Booz Allen Hamilton, SRA International, the U.S. Department of Homeland Security, and the U.S. Department of Education’s District of Columbia Enforcement Office. Ms. Allen received a B.A. from the University of Virginia, a J.D. from the University of North Carolina School of Law, and a master’s degree from Georgetown University.

We believe that Ms. Allen is qualified to serve on our board of directors due to her leadership experience and extensive background in managing legal, compliance, and privacy risks.

Nancy Harris has served as a director of the Company since July 2021. Ms. Harris was the Executive Vice President and Managing Director of Sage North America from 2011 until her retirement in January 2022. Ms. Harris has more than 35 years of experience in a variety of leadership capacities in the software industry. Prior to Sage, Ms. Harris served as the Chief Operating Officer of ESO Solutions, a high-growth SaaS company, from 2010 to 2011. Prior to ESO, Ms. Harris served as the Chief Operating Officer of Asure Software from 2001 to 2009. Prior to Asure Software, Ms. Harris served as the Vice President of Marketing at ClearCommerce Corporation and as the Director of Product Marketing at BMC Software, Inc. Ms. Harris received a B.S. in Journalism from Northwestern University and a Masters in Marketing from Northwestern University.

We believe that Ms. Harris is qualified to serve on our board of directors due to her leadership experience and extensive background in the software industry.

Marie Wieck has served as a director of the Company since July 2021. Ms. Wieck joined Ethos Capital in 2020 as an Executive Partner. Ms. Wieck also founded Moroquain LLC in 2020 which provides digital transformation and diversity consulting services. Prior to Moroquain, Ms. Wieck retired from IBM after a 36-year career, the last 10 years of which were in senior leadership and General Management roles. Ms. Wieck served on the Board of Mercedes-Benz Group (known as Daimler AG until October 2021) as an independent Shareholder Representative from 2018 to 2021. She also served on the Daimler AG Group’s Legal Affairs Committee.

Ms. Wieck has served on the Board of Daimler Truck AG since October 2021 and is also a member of the Presidential Committee, the Nominating Committee and the Mediation Committee. In 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 has served on the Board of Cadena Platforms since January 2024 and 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.

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, Ralph Baxter, Charles Moran and George Neble serve as Class I directors with a term expiring in 2027. Beverly Allen, Nancy Harris and Marie Wieck serve as Class II directors with a term expiring in 2025. Martin Fichtner and John Hall serve as Class III directors with a term expiring in 2026.

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 provides that so long as each of Anderson and Great Hill beneficially owns at least 10.0% of our outstanding common stock, each shall have the right to nominate one director to our board of directors. Pursuant to the Stockholders’ Agreement, we have agreed to use our commercially reasonable efforts to cause the election of the slate of directors recommended by our board of directors, which, subject to the fiduciary duties of our directors, will include the person nominated by Anderson and Great Hill in accordance with the Stockholders’ Agreement. The Stockholders’ Agreement terminates automatically (without any action by any party thereto) as it relates to each of Great Hill and Anderson at such time as it 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 is entitled to nominate one director for election to our board of directors. Martin Fichtner currently serves on our board of directors and serves as the designee of Anderson. On March 15, 2024, the Stockholders’ Agreement terminated with respect to Great Hill as Great Hill ceased to own more than 10% of the outstanding common stock of the Company and Chris Gaffney resigned effective May 2, 2024 as a director of the Company. Derek Schoettle also resigned from his position on the Board pursuant to an irrevocable resignation letter, dated March 15, 2024 and effective May 2, 2024, in connection with Great Hill ceasing to own more than 10% of the outstanding common stock of the Company.

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 five (5) times during the fiscal year ended June 30, 2024. During our fiscal year 2024, 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. Seven of the ten members of our board of directors then in office attended our 2023 annual meeting of stockholders held on November 14, 2023.

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 board of directors has determined that each director appointed to the Audit Committee is financially literate, and our board of directors has determined that George Neble is our Audit Committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act.

Our Audit Committee is responsible for, among other matters:

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. Five Audit Committee meetings were held during fiscal year 2024. See the “Audit Committee Report” below.

Our Compensation Committee consists of Martin Fichtner and Nancy Harris, with Ms. Harris chairing this committee. Chris Gaffney also served on the Compensation Committee prior to his resignation from the Board on May 2, 2024. Our Board has determined that each of Martin Fichtner and Nancy Harris 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 2024 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.

Our Compensation Committee is responsible for, among other matters:

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 2024.

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 2024, 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, Martin Fichtner and Marie Wieck, with Ms. Wieck chairing this committee. Derek Schoettle also served on the Nominating and Corporate Governance Committee prior to his resignation from the Board on May 2, 2024. Mr. Fichtner was appointed a member of the Nominating and Corporate Governance Committee, effective June 19, 2024. Our Board has determined that each of Marie Wieck, Beverly Allen and Martin Fichtner 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 is responsible for, among other matters:

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 2024.

In accordance with its charter, the Nominating and Corporate Governance Committee has the authority to engage outside consultants to assist in the performance of its duties and responsibilities. The Nominating and Corporate Governance Committee may delegate its authority under its charter to a subcommittee as it deems appropriate from time to time.

The table below sets forth information regarding director compensation for the fiscal year ended June 30, 2024.

During fiscal year 2024, our non-employee directors, other than Mr. Baxter, 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.

Martin Fichtner did not receive an Annual RSU award (as defined below) pursuant to our 2021 Plan in connection with his service on our board of directors. During fiscal year 2024, Mr. Fichtner earned cash fees which were paid to his employer.

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

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.” Except for his receipt of an Annual RSU award (as defined below), Mr. Baxter does not receive any additional compensation for his services as a director.

Under our non-employee director compensation policy, during fiscal year 2024, 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:

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 restricted stock unit (“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 stockholders, an RSU award (the “Annual RSU”) that vests in full on the earlier of (1) the date of the following annual meeting of our stockholders or (2) the first anniversary of the date of grant, subject to the non-employee director’s continued service through the applicable vesting date.

The number of RSUs subject to the Initial RSU award is 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 2024, 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. Mr. Hall currently holds the positions of both Chief Executive Officer and Chairman of the Board. We believe that combining these roles fosters accountability, effective decision-making and alignment between our Board and management.

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, Nancy Harris, George Neble and Marie Wieck is an “independent director,” as defined under the rules of Nasdaq. The Board previously determined that each of Chris Gaffney and Derek Schoettle was an independent director prior to their retirement from our Board in May 2024.

The Board of Directors actively oversees senior management’s development and execution of the Company’s strategic plans, with responsibility to understand the associated opportunities and risks and the steps that senior management is taking to identify, manage, and mitigate those risks. The Board has also delegated certain risk oversight responsibilities to specific Board Committees. Our Audit Committee is responsible for overseeing our enterprise risk management process, including cybersecurity risk. Our Audit Committee focuses on our general risk management strategy and the most significant risks facing us and oversees the implementation of enterprise risk mitigation strategies by management. Our Audit Committee is apprised of particular risk management matters through regular reporting regarding the Company’s enterprise risk management and cybersecurity programs, as well as in connection with its general oversight and approval of corporate matters and significant transactions. The Nominating and Corporate Governance Committee oversees risks related to the Company’s corporate governance structure and processes, including Director qualifications and independence. Our Compensation Committee oversees risks associated with the Company’s compensation policies and 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. We believe the policy and procedures are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and applicable listing standards. Among other things, the insider trading policy prohibits its directors and all employees from engaging in hedging or other monetization transactions and from purchasing financial instruments designed to hedge. The Company also prohibits its directors, executive officers and certain other employees from taking “short” positions in our securities or engaging in any form of short-term speculative trading in Company securities and from holding Company securities in a margin account or pledging Company securities as collateral for a loan.

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.

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. Our Corporate Governance Guidelines contain the current Board membership criteria that apply to nominees recommended for a position on the Board of Directors. 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. The Nominating and Corporate Governance Committee evaluates director candidates recommended by stockholders in the same way that it evaluates candidates recommended by other sources. Stockholders may recommend director candidates for consideration by our Nominating and Corporate Governance Committee by sending notice to Intapp, Inc., Attention: General Counsel, 300 S. Tryon Street, Suite 1200, Charlotte, NC 28202. Any such recommendation should include the information required by our Bylaws and applicable law. 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 2024, 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 and other interested parties wishing to communicate with the Board or with an individual Board member concerning the Company may do so by writing to the Board or to a particular Board member, by mailing such correspondence to Intapp, Inc., 3101 Park Blvd., Palo Alto, CA 94306.

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.

The Board has nominated the following three director candidates, all of whom currently serve as our directors, for election to serve as a Class I director: Ralph Baxter, Charles Moran and George Neble. 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 2027 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 6.

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 Board recommends you vote FOR each of the nominated directors.

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, 2025. 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, 2024, 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 included in our Forms 10-Q, 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 generally accepted accounting principles in the United States of America (“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 audit and permissible non-audit services 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.

The Board recommends a vote in favor of the following resolution:

“RESOLVED, that, on a non-binding basis, the shareholders ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2025.”

Approval of Proposal No. 2 requires the affirmative vote of a majority in voting power of the shares present at the Annual Meeting or represented by proxy and entitled to vote on the subject matter. 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 BOARD UNANIMOUSLY RECOMMENDS YOU VOTE FOR THE RATIFICATION, ON A NON-BINDING BASIS, OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE FISCAL YEAR ENDING JUNE 30, 2025.

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, 2024 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, 2024 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, 2024 be included in its Annual Report on Form 10-K for its 2024 fiscal year and filed with the SEC.

Members of the Audit Committee

The information contained in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

This Compensation Discussion and Analysis provides an overview of our executive compensation program and the compensation awarded to, earned by, or paid to our Chief Executive Officer (“CEO”), our Chief Financial Officer (“CFO”), our former CFO, and our three most highly compensated officers (other than our CEO, and CFO) who were serving as executive officers of the Company on June 30, 2024 (who, along with our CEO, CFO, and former CFO we refer to as our Named Executive Officers (“NEOs”)). For fiscal year 2024, our NEOs are:

Our executive compensation program for fiscal year 2024 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 2024, 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) long-term equity awards based on the achievement of performance objectives recommended by our Compensation Committee and established by our Board.

By tying a substantial portion of our NEOs’ compensation for fiscal year 2024 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.

Below is a summary of key financial and operational performance highlights for fiscal year 2024:

We believe that the efforts of our NEOs were critical to our financial and operational successes in fiscal year 2024.

Highlights of our fiscal year 2024 executive compensation program include:

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.

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 tied to the Company’s achievement of established performance objectives.

The compensation of our NEOs in fiscal year 2024 consisted of the following elements:

In addition to our direct compensation elements, the following features of our compensation program are designed to align our executive team with shareholder interests and with market best practices:

We believe that these features of our executive compensation program benefit the Company as a whole and serve to increase the alignment of incentives between our NEOs and our shareholders.

The Compensation Committee (or, as used in this Compensation Discussion and Analysis and the compensation tables that follow, the “Committee”) oversees our executive compensation program and is responsible for reviewing, modifying, and approving (or making recommendations to the full Board) regarding our executive

compensation strategy and policies and overseeing our compensation and employee benefit plans. As described below, the Committee also works with members of management and obtains advice from an independent compensation consultant in the course of making its compensation decisions. The Committee considers market compensation data, including peer group data, compiled and presented by an independent compensation consultant. Committee members also regularly meet with management, including our Chief Executive Officer, Chief People and Places Officer and General Counsel and Corporate Secretary, and an independent compensation consultant in Committee meetings. The Committee may exercise its discretion in modifying any recommendations or advice received regarding our executive compensation program from management or its independent compensation consultant. The Committee seeks to maintain an executive compensation program that align executives’ interests with our strategy and the creation of long-term value for stockholders.

Our Chief Executive Officer and Chief People and Places Officer regularly attend and participate in Compensation Committee meetings to provide input on our executive compensation program, including its goals and philosophy. Based in part on benchmarking by our Committee’s independent compensation consultant, our Chief Executive Officer and Chief People and Places Officer may recommend modifications to the executive compensation program for the Committee’s consideration. Our Chief Executive Officer also discusses the compensation and performance of our executive officers annually and provides recommendations to our Compensation Committee each year regarding executive officer compensation, including our NEOs each year (other than with respect to his own compensation). None of our executive officers attend any portion of Compensation Committee or Board meetings at which their compensation is deliberated, recommended or approved.

During fiscal year 2024, the Committee was advised by Alpine Rewards, LLC (“Alpine”) as its external 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 external 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.

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 2024 are: Alkami Technology, Alteryx, AppFolio, Asana, AvePoint, Blackbaud, BlackLine, Clearwater Analytics, Duck Creek Technologies, Guidewire Software, Jamf, Manhattan Associates, Model N, Momentive Global, nCino, Procore Technologies, Progress Software, Q2, Sumo Logic, Workiva and Yext. In selecting companies for our peer group, the Committee considered the following criteria: operates in the SaaS industry; and is comparable to the Company with respect to revenue (range of generally between $200 million to $850 million) and market capitalization (range of generally between $500 million to $5 billion).

Because we value the opinions of our shareholders, the Committee will consider the outcome of future Say-on-Pay voting results as well as feedback received throughout the year, when making compensation decisions for our executive officers in the future.

Our Committee oversees the general mix of the elements of our executive compensation program. It does not target a specific mix of value for the compensation elements within the program in either the program design or pay decisions. Rather, our Committee reviews the mix of compensation elements to ensure that performance-based compensation is appropriately apportioned to the short-term and long-term to ensure alignment with our business goals, performance and shareholder interests.

Each of our NEOs is paid a base salary. The Committee believes this element of compensation is important because it provides a fixed element of compensation that reflects the individual NEO’s skills, experience, and role. 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. Base salaries are reviewed annually by the Committee and may be adjusted. The table below sets forth the annual base salaries paid for fiscal year 2024 for each of our NEOs:

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 2024 fiscal year (the “2024 Bonus”), each NEO has a target annual bonus equal to a percentage of base salary. The 2024 Bonus target opportunity for Messrs. Hall and Harrison was 100% of their base salary, for Mr. Morton was 80% of his base salary and for Messrs. Jampol and Coleman was 70% of their base salary. Pursuant to Mr. Robertson’s Transition and Advisory Agreement, he was not eligible to receive a 2024 Bonus.

For fiscal year 2024, 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 2024 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 2024. 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 strategy. These objectives focused on achieving strong financial performance during fiscal year 2024; developing and expanding our SaaS solutions, including new vertical SaaS AI capabilities; and managing the Company’s growth and development from an emerging growth company to a large accelerated filer.

The Compensation Committee determined that the Company’s net new ACV* performance exceeded the minimum target and resulted in a payout of 66% 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 were achieved at 100% for each of our NEOs for fiscal year 2024, except for Mr. Morton and Mr. Jampol, whose individualized objectives components were achieved at 140% and 120%, respectively. Mr. Morton’s achievement of individualized objectives components at 140% was due to his significant role in the Company’s financial performance and leadership in the Company’s transition from an emerging growth company to a large accelerated filer. Mr. Jampol’s achievement of individualized objectives components at 120% was due to his leadership in developing and making available to clients new vertical SaaS AI capabilities, including Intapp Assist for DealCloud, Intapp Data, Intapp Walls for Copilot, and the Activator experience. The remaining NEOs’ achievement of individualized objectives components at 100% was the result of each such NEO’s execution of the individualized goals described above.

In light of such achievement, the 2024 Bonuses approved by our Committee and earned by our NEOs are set forth in the table below.

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, which vest, if at all, over a three-year performance period based on the achievement of pre-determined company financial performance targets recommended by the Compensation Committee and established by the Board to align our executives’ interests with the long-term interests of our stockholders.

During fiscal year 2024, Mr. Morton received a grant of 139,178 RSUs in connection with the commencement of his employment by the Company. The RSUs vest as to 25% of the RSUs on November 20, 2024, and with respect to 75% of the RSUs, in 12 equal quarterly installments thereafter, in each case subject to Mr. Morton’s continued employment through the applicable vesting date.

During fiscal year 2024, each of our NEOs, except for Mr. Morton, received an award of PSUs in connection with the Company’s annual grant of equity awards, issued pursuant to our 2021 Plan, and Mr. Morton received an award of PSUs in connection with the commencement of his employment by the Company. The PSUs vest, if at all, based on the achievement of ARR* targets through December 31, 2026, and profitability targets through June 30, 2026. The profitability targets for the fiscal year 2024 equity grants are 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**. ARR and “SaaS Rule of 40” achievement is measured on a quarterly basis and PSUs vest, if at all, based on the achievement of previously unachieved ARR and/or “SaaS Rule of 40” targets as of the last measurement date.

Effective July 1, 2024, the Committee recommended and the Board approved certain changes to the PSUs granted to our NEOs in fiscal year 2024. Due to the impact of changed economic conditions on the Company’s target industries and the Committee’s expectations regarding ARR growth, the Committee recommended and the Board determined that, with respect to the PSUs granted in fiscal year 2024, that ARR targets will remain eligible to be achieved through December 31, 2026, rather than June 30, 2026. Further, the Committee recommended and the Board determined that the profitability targets will be measured at “SaaS Rule of 40” levels (rather than our previous “Rule of 40” definition) to reflect the Company’s strategy to deliver our capabilities through cloud-based solutions. The Committee believed these changes were appropriate to motivate and retain the NEOs and promote the creation of long-term shareholder value.

During fiscal year 2024, Mr. Hall received 162,500 PSUs, Mr. Morton received 139,178 PSUs, Mr. Jampol received 61,000 PSUs, Mr. Coleman received 60,000 PSUs and Mr. Harrison received 56,000 PSUs.

The PSUs are subject to accelerated vesting upon certain terminations of employment, as described in “Change in Control and Severance Benefits” below.

The 2024 Equity Grants granted to our NEOs are set forth in the table below.

During fiscal year 2024, certain of our PSUs tied to the achievement of ARR targets and profitability targets based on our calculation of “Rule of 40” – trailing 12-month revenue growth rate (%) plus 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 2024, see “Executive Compensation Tables – Option Exercised and Stock Vested”.

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.

Each of our NEOs, except for Mr. Morton, entered into an employment agreement in connection with our initial public offering and Mr. Morton entered into an employment agreement in connection with the commencement of his employment by the Company (each, 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 Agreements for Messrs. Coleman and Harrison became effective as of June 29, 2021, and the Employment Agreement for Mr. Morton became effective as of August 7, 2023. Mr. Robertson entered into a strategic advisor agreement (the “Strategic Advisory Agreement”) effective January 1, 2024, which superseded the transition and advisory agreement effective August 7, 2023, and the Employment Agreement effective June 18, 2021. The Strategic Advisory Agreement expired September 30, 2024. 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 2024 was $486,363 for Mr. Hall, $450,000 (on an annualized basis) for Mr. Morton, $472,833 for Mr. Jampol, $450,001 for Mr. Coleman and $463,403 for Mr. Harrison), an annual cash bonus plan opportunity (during fiscal year 2024, 100% of annual base salary for Mr. Hall, 80% of annual base salary for Mr. Morton, 70% of annual base salary for Mr. Jampol, 70% of annual base salary for Mr. Coleman and 100% of annual base salary for Mr. Harrison), 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, Jampol, Coleman and Harrison; (2) reimbursement of COBRA premiums for up to 12 months; (3) with respect to equity-based compensation awards granted prior to the effective date of the Employment Agreement (“Pre-IPO Awards”), accelerated vesting of (A) the time-based vesting Pre-IPO Awards that are scheduled to vest in the 12 months following termination (or such longer period as provided under the applicable Pre-IPO Award), and (B) 25% of all performance-based vesting Pre-IPO Awards; and (4) 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 next four unvested milestones scheduled to vest for the PSUs granted in connection with our initial public offering, (B) the time-based vesting Post-IPO Awards that are scheduled to vest in the 12 months following termination, and (C) 25% of the number of unvested milestones for performance-based vesting Post-IPO Awards, other than the PSUs granted in connection with our initial public offering.

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, Jampol, Coleman and Harrison; (2) payment of the target annual bonus for the year of termination; (3) reimbursement of COBRA premiums for up to 12 months; (4) accelerated vesting for Pre-IPO Awards as provided above; and (5) accelerated vesting of all Post-IPO Awards (including the PSUs granted in connection with our initial public offering) in full.

The Strategic Advisory Agreement provides that Mr. Robertson be paid a monthly advisory retainer of $37,708.33 per month and that all equity-based compensation awards outstanding and unvested as of December 31, 2023, continue to vest subject to Mr. Robertson’s continued service pursuant to the Strategic Advisory Agreement. In the event that the Company terminates the Strategic Advisory Agreement for any reason other than for Cause (as defined in the Strategic Advisory Agreement) or due to Mr. Robertson’s disability or death, Mr. Robertson will be entitled to (1) continued payment of the monthly advisory retainer through the

expiration date of the Strategic Advisory Agreement; and (2) immediate vesting with respect to the number of shares that would have vested had the Strategic Advisory Agreement not been terminated prior to its expiration date. In the event that the Company terminates the Strategic Advisory Agreement for Cause or Mr. Robertson terminates the Strategic Advisory Agreement, he will not be entitled to continued payments of the monthly advisory retainer or immediate vesting of unvested PSUs.

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.”

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.

As a general matter, our Board and the Committee consider the various tax and accounting implications of our existing and proposed compensation programs.

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 requires us to recognize an expense for the fair value of stock-based compensation awards. Grants of equity incentive awards under our 2021 Plan are accounted for under FASB ASC Topic 718. The Board and the Committee consider the accounting implications of significant compensation decisions. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our stock-based compensation awards with our overall executive compensation philosophy and objectives.

Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) disallows publicly-listed companies a tax deduction for compensation in excess of $1,000,000 paid to certain current and former executive officers (the “covered employees”). Compensation in excess of $1,000,000 paid to each of the covered employees will not be deductible by us. While the Committee considers the impact of Section 162(m) of the Code when designing and implementing our compensation programs, the Committee will continue to develop compensation programs that use a full range of criteria important to our success, recognizing that compensation paid under such programs may not be deductible under Section 162(m) of the Code. In the exercise of our business judgment, we continue to have the flexibility to award compensation that may not be tax-deductible if we determine that is appropriate.

The Board adopted a Clawback Policy (the “Clawback Policy”) that is intended to comply with Nasdaq’s new 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 will only apply to incentive-based compensation received on or after October 2, 2023.

The Compensation Committee has reviewed and discussed the “Compensation Discussion and Analysis” disclosure with management. Based on this review and discussion, the Compensation Committee recommended to our Board that the “Compensation Discussion and Analysis” be included in the Proxy Statement distributed in connection with the Annual Meeting.

The Compensation Committee:

The information contained in this compensation committee report shall not be deemed to be “soliciting material,” “filed” with the SEC, subject to Regulations 14A or 14C of the Exchange Act, or subject to the liabilities of Section 18 of the Exchange Act. No portion of this compensation committee report shall be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, through any general statement incorporating by reference in its entirety the Proxy Statement in which this report appears. In addition, this report shall not be deemed filed under either the Securities Act or the Exchange Act.

In accordance with Section 14A of the Exchange Act, which was added by the Dodd-Frank Act and the related SEC rules promulgated thereunder, we are providing our stockholders the opportunity to cast a non-binding advisory vote to approve the compensation of our named executive officers for the fiscal year ended June 30, 2024. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on the compensation of our named executive officers.

The Compensation Committee believes that our executive compensation program is appropriate in light of our overall compensation philosophy and objectives and has played an essential role in our continued growth and financial success by aligning the long-term interests of the named executive officers with the long-term interests of our stockholders.

For these reasons, the Board recommends a vote in favor of the following resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers for the fiscal year ended June 30, 2024, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

As an advisory vote, this proposal is not binding upon us. Notwithstanding the advisory nature of this vote, the Committee values the opinions expressed by stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for our named executive officers. Furthermore, stockholders are welcome to bring any specific concerns regarding executive compensation to the attention of the Board at any time throughout the year. Please refer to “Corporate Governance – Communicating with our Directors” above for information about communicating with the Board.

Approval of Proposal No. 3 requires the affirmative vote of a majority in voting power of the shares present at the Annual Meeting or represented by proxy and entitled to vote on the subject matter. 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 BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS FOR THE FISCAL YEAR ENDED JUNE 30, 2024, AS DISCLOSED IN THESE PROXY MATERIALS.

In accordance with Section 14A of the Exchange Act, which was added by the Dodd-Frank Act and the related SEC rules promulgated thereunder, we are seeking the input of our stockholders on the frequency with which we will hold a non-binding, advisory vote by our stockholders to approve the compensation of our NEOs (commonly known as a “say-on-frequency” vote). In voting on this Proposal 4, stockholders are provided with four choices: stockholders may indicate their preference as to whether the advisory vote to approve the compensation of the NEOs should occur every year, every two years or every three years or stockholders may abstain from making a recommendation.

We believe that seeking an advisory Say on Pay vote every year is the best choice for the Company and its stockholders at the present time because it will allow our stockholders to continue to provide frequent, direct input on our compensation policies and practices, and the resulting compensation for our NEOs. Stockholders will have the opportunity to consider our most recent compensation decisions in the context of our pay for performance policy and focus on increasing long-term stockholder value, and to provide feedback to us in a timely way. Finally, the Board believes an annual advisory stockholder vote promotes corporate transparency.

While the Board has determined that the say-on-pay vote shall be held annually, stockholders are not voting to approve or disapprove of the Board’s determination. Rather, stockholders are being provided with the opportunity to cast an advisory vote. As an advisory vote, the result of the vote is not binding. However, the Board values the opinions of our stockholders in their vote on this matter and will consider the outcome of the vote when making a determination as to the frequency of future advisory votes to approve executive compensation.

The frequency for holding an advisory vote on executive compensation 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. If no frequency receives the foregoing vote, then we will consider the option that receives the highest number of votes cast to be the frequency recommended by shareholders.

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE, ON AN ADVISORY BASIS, TO RECOMMEND HOLDING THE SAY-ON-PAY VOTE EVERY 1 YEAR.

The following table sets forth the compensation of our NEOs for the fiscal year ended June 30, 2024 (referred to herein as fiscal year 2024), 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).

The following table sets forth information regarding grants of plan-based awards made to our NEOs during our fiscal year ending June 30, 2024.

The material terms of our NEOs compensation for fiscal year 2024, 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 2024 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 2024, each of our NEOs received an award of PSUs which vest, if at all, based on the achievement of ARR targets through December 31, 2026, and profitability targets through June 30, 2026.

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. In fiscal year 2024, Mr. Robertson entered into the strategic advisory agreement, which superseded a previous transition and

advisory agreement and employment agreement. The material terms of each NEOs employment agreement and Mr. Robertson’s strategic advisory 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.

The following table sets forth the outstanding equity awards held by each of our NEOs as of June 30, 2024.

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, 2024, for each of our NEOs.

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, with respect to each of the NEOs except for Mr. Robertson, his resignation for good reason, (3) his death or disability and, except for Mr. Robertson, (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, 2024.