Charles Moran
About Charles Moran
Charles Moran, age 70, is an independent Class I director of Intapp (INTA), serving since 2019 with a current term expiring at the 2027 annual meeting . He founded Skillsoft PLC and served as President & CEO from 1998 to 2015 and as board member through 2016; earlier roles included CEO of NETg, COO/CFO of SoftDesk, and President of Sytron Corporation . He currently sits on the boards of Commvault Systems Inc. and Manhattan Associates Inc.; prior public boards include Duck Creek Technologies Inc. and Clarivate Analytics PLC . Moran holds a B.S. from Boston College and an MBA from Suffolk University .
Past Roles
| Organization | Role | Tenure/Date(s) | Committees/Impact |
|---|---|---|---|
| Skillsoft PLC | Founder; President & CEO | 1998–2015; Director 1998–2016 | Led cloud learning/talent solutions; Chair post-CEO |
| NETg (National Education Corp. subsidiary) | President & CEO | Not disclosed | Led computer-based IT training provider |
| SoftDesk (acquired by Autodesk) | COO & CFO | Not disclosed | Operating/finance leadership through acquisition |
| Sytron (Rexon subsidiary) | President | Not disclosed | Data management software leadership |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| Commvault Systems Inc. | Director | Current | Public company board |
| Manhattan Associates Inc. | Director | Current | Public company board |
| Duck Creek Technologies Inc. | Director | Former | Prior public board |
| Clarivate Analytics PLC | Director | Former | Prior public board |
| TCP Software; OverseeAI | Director | Private companies (prior) | Private board experience |
Board Governance
- Independence: The Board determined Moran is independent under Nasdaq rules .
- Committee assignments: Member, Compensation Committee (effective January 30, 2025), alongside Chair Nancy Harris and member Martin Fichtner .
- Meeting attendance: In FY2025, the Board met 5 times; every director attended at least 75% of Board and committee meetings. All eight directors attended the 2024 annual meeting .
- Board structure: Classified board (three classes); Moran is Class I with term through 2027; Board size 8 .
- Risk oversight and governance controls: Audit oversees ERM/cyber; Nominating & Governance oversees governance risks; Compensation oversees comp risk; Board adopted stock ownership guidelines June 2025 (details below) and maintains an insider trading and clawback policy .
Fixed Compensation (Director)
| Metric | FY2024 | FY2025 |
|---|---|---|
| Cash fees (USD) | $35,000 | $38,145 |
| Stock awards grant-date fair value (USD) | $229,347 | $220,394 |
| Total director compensation (USD) | $264,347 | $258,539 |
- Policy details: Annual cash retainer $35,000 for Board members; Committee retainers: Audit member $10,000 (Chair $20,000), Compensation member $7,500 (Chair $15,000), Nominating & Governance member $5,000 (Chair $10,000); additional $20,000 for non-executive Chair. For FY2026, the Board member retainer increases to $40,000 .
- Equity program: Continuing directors receive an annual time-based RSU grant sized at $200,000 ÷ 20-day average price; new directors receive a one-time $300,000 Initial RSU vesting over 3 years .
Performance Compensation
| Pay element | Structure | Metric details |
|---|---|---|
| Annual equity (director) | Time-based RSUs only | No performance metrics; vests by tenure (annual RSU vests by next AGM or 1 year) |
| Options/PSUs | Not part of director program | No options granted to Moran; his director equity is RSUs |
Note: Intapp’s performance-based equity (PSUs) and cash bonus metrics apply to executives, not directors; Moran’s director equity is not performance-conditioned .
Other Directorships & Interlocks
| Company | Overlap/Interlock Consideration | Potential Conflict Noted |
|---|---|---|
| Commvault Systems Inc.; Manhattan Associates Inc. | External public boards in software/IT | No related-party transactions disclosed involving Moran; none under Item 404 reported . |
| Prior: Duck Creek Technologies; Clarivate | Former public boards | No conflicts disclosed at Intapp . |
- Related party and conflicts policy: Audit Committee reviews related person transactions; none disclosed for Moran. A separate consulting agreement exists with director Ralph Baxter; Moran not party to it .
- Pledging/hedging: Company policy prohibits directors from hedging, short selling, margin/pledging of Company stock .
Expertise & Qualifications
- Operator-entrepreneur: Founder and long-tenured CEO of Skillsoft with extensive SaaS and enterprise software commercialization background .
- Finance and operations: Served as CFO/COO at SoftDesk, bringing financial discipline and M&A experience .
- Board-level compensation oversight: Serves on Intapp’s Compensation Committee, with Committee independence affirmed; Committee uses independent consultant Alpine Rewards (no conflict found) .
- Education: B.S., Boston College; MBA, Suffolk University .
Equity Ownership
| Ownership detail | Amount |
|---|---|
| Total beneficial ownership (shares) | 25,826 |
| % of shares outstanding | <1% (as of 9/23/2025) |
| Composition/breakdown | 22,009 shares held directly; plus 3,817 RSUs vesting within 60 days of 9/23/2025 |
| Options held (director) | None disclosed for Moran; RSUs outstanding 3,817 as of FY2025 year-end director table |
- Ownership guidelines: Directors must hold Company stock equal to at least 5x the annual cash retainer within 5 years; unvested RSUs count toward the requirement .
Governance Assessment
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Strengths
- Independent director with deep SaaS operating and board experience; currently contributes on the Compensation Committee, which met five times in FY2025 and utilizes an independent consultant with no conflicts identified .
- Clean conflicts profile: No Moran-related party transactions disclosed; Company prohibits director hedging/pledging, supporting alignment .
- Solid engagement: Board held 5 meetings in FY2025; all directors met the 75% attendance threshold; full board attendance at 2024 AGM .
- Alignment mechanisms: Time-based annual RSUs for directors and newly adopted ownership guidelines (5x retainer) enhance long-term alignment .
-
Watch items
- Outside time commitments: Holds two other public company directorships (Commvault; Manhattan Associates); while common for seasoned directors, investors often monitor aggregate commitments for potential overboarding risk. No attendance shortfall disclosed for FY2025 .
- Compensation oversight accountability: 2024 Say-on-Pay support was ~86.5%, indicating investor support but still below “very high” ranges some investors prefer; continued monitoring of pay outcomes against performance is advisable .
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RED FLAGS
- None identified related to Moran: no related-party transactions, no hedging/pledging, and independent status affirmed .