Beverly Allen
About Beverly Allen
Beverly Allen (58) is an independent Class II director at Intapp (since February 2022), up for re‑election to a term ending in 2028. She is Chief Legal Officer at Inovalon (since July 2020) and its Chief Compliance & Privacy Officer and Corporate Secretary (since December 2016); prior roles include Chief Integrity Officer at MedStar Washington Hospital Center and leadership positions at Booz Allen Hamilton, SRA International, the U.S. Department of Homeland Security, and the U.S. Department of Education’s D.C. Enforcement Office. She holds 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. The Board affirms her independence under Nasdaq rules, including independence for Audit Committee service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Inovalon Holdings, Inc. | Chief Legal Officer | Since Jul 2020 | Oversees legal; background in compliance and privacy risk management |
| Inovalon Holdings, Inc. | Chief Compliance & Privacy Officer; Corporate Secretary | Since Dec 2016 | Compliance, privacy, corporate governance |
| MedStar Washington Hospital Center | Chief Integrity Officer | Not disclosed | Integrity/compliance leadership |
| Booz Allen Hamilton | Leadership positions | Not disclosed | Federal/consulting domain exposure |
| SRA International | Leadership positions | Not disclosed | Gov’t services/IT exposure |
| U.S. Department of Homeland Security | Leadership position | Not disclosed | Public sector compliance/risk |
| U.S. Dept. of Education, D.C. Enforcement Office | Leadership position | Not disclosed | Enforcement/regulatory exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in the 2025 proxy |
Board Governance
- Classification and term: Class II; nominated to serve until the 2028 annual meeting, assuming re‑election .
- Committee assignments (FY25): Audit Committee (member); Nominating & Corporate Governance Committee (member). Not a chair .
- Independence: Board determined independent; meets Rule 10A‑3 independence for Audit Committee .
- Attendance and engagement: Board met 5 times in FY25; Audit (5), Compensation (5), Nominating (5). Each director attended at least 75% of Board and applicable committee meetings; all eight directors attended the 2024 annual meeting .
- Risk oversight contribution: Audit Committee oversees enterprise risk management and cybersecurity; Nominating & Corporate Governance oversees governance structure/independence, aligning with Allen’s compliance/legal expertise .
Fixed Compensation
| Item | FY2025 Amount | Notes |
|---|---|---|
| Cash Fees (Allen) | $50,000 | Implies: Board member retainer $35,000 + Audit member $10,000 + Nominating member $5,000 (per policy) |
| Policy – Board Retainer | $35,000 (FY25); rising to $40,000 in FY26 | Approved increase for FY26 |
| Policy – Committee Fees | Audit: $10,000 member / $20,000 chair; Compensation: $7,500 member / $15,000 chair; Nominating: $5,000 member / $10,000 chair | Paid quarterly in arrears |
Performance Compensation
| Equity Component | FY2025 Value/Quantity | Vesting/Design |
|---|---|---|
| Stock Awards (grant-date fair value) | $220,394 (Allen) | Annual RSU sized from $200,000 ÷ 20‑day average price; vests at earlier of next annual meeting or 1‑year anniversary, subject to service |
| Outstanding Stock Awards (FYE) | 3,817 units (Allen) | Reflects awards outstanding at June 30, 2025 |
- Options/bonuses: No director bonus or option awards for Allen disclosed; director equity delivered as RSUs under the Non‑Employee Director Compensation Policy .
- Performance metrics: Non‑employee director equity is time‑based; no performance metric linkage for director grants (PSUs apply to executives, not directors) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Allen |
| Committee chair roles at other issuers | None disclosed |
| Interlocks (competitors/suppliers/customers) | None disclosed; related‑party section identifies only Baxter’s consulting arrangement and investor agreements; no Allen-related transactions |
Expertise & Qualifications
- Core expertise: Legal, compliance, privacy, governance—supports Audit and Nominating & Governance mandates .
- Education: B.A. (UVA); J.D. (UNC School of Law); master’s (Georgetown) .
- Financial expertise designation: Audit Committee “financial expert” is George Neble; Allen is financially literate but not designated the financial expert .
Equity Ownership
| Metric | Detail |
|---|---|
| Total beneficial ownership | 33,212 shares (Allen) |
| Composition | 29,395 shares held of record; 3,817 shares subject to an equity award vesting within 60 days of Sept 23, 2025 |
| Ownership as % of SO | <1% (denoted “*” in table) |
| Options | None listed for Allen; options appear only for certain others (e.g., Baxter) |
| Pledging/hedging | Company policy prohibits hedging and pledging by directors |
| Director stock ownership guidelines | 5x annual cash retainer; unvested RSUs count; 5 years to comply (adopted June 2025) |
Governance Assessment
-
Strengths
- Independent director with deep legal/compliance/privacy background, aligned with Audit and Governance committee oversight (ERM, cybersecurity, independence) .
- Solid engagement: company reports ≥75% attendance for all directors; committees met regularly in FY25 (5 each) .
- Pay structure for directors emphasizes equity alignment via annual RSUs; ownership guidelines (5x retainer) instituted in 2025 strengthen alignment; hedging/pledging prohibited .
- No related‑party or other conflicts disclosed for Allen; Audit Committee pre‑approves related‑party transactions and reviews independence .
-
Watch items
- Not designated as the Audit Committee financial expert (role held by Neble), though she is financially literate; continued development in complex financial oversight remains valuable as the company scales .
- Director cash retainer increased to $40k for FY26; monitor ongoing market benchmarking to ensure competitiveness without over‑reliance on guaranteed cash versus equity alignment .
-
Shareholder sentiment context
- Say‑on‑pay support in 2024 was ~86.5%, indicating broad investor support for compensation governance overall (though focused on executives) .
No Beverly Allen–specific red flags (e.g., related‑party transactions, low attendance, pledging/hedging, or disclosed legal proceedings) were identified in the latest proxy. Oversight roles on Audit and Nominating & Governance, combined with her compliance/legal profile and independence, support board effectiveness and investor confidence at this time .
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