Don Coleman
About Don Coleman
Don Coleman (age 50) is Chief Operating Officer of Intapp and has served in this role since 2003; he holds both a B.A. and B.S. from Stanford University in Economics and Biology, and previously oversaw M&A at Excite@Home and was co‑founder/CEO of Stanford Student Enterprises . Intapp’s executive incentives for FY25 emphasize pay-for-performance via net new ACV for annual cash bonuses and multi-year PSUs tied to ARR and non‑GAAP Operating Margin; RSUs vest over three years to promote retention, and shareholders supported say‑on‑pay at 86.5% in 2024, signaling broad approval of compensation design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Excite@Home | Oversaw mergers and acquisitions | — | Corporate development and integration experience |
| Stanford Student Enterprises | Co‑founder and Chief Executive Officer | — | Entrepreneurial leadership; operational management |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No current external board roles disclosed in reviewed SEC filings |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary ($) | $408,500 | $450,001 | $463,500 |
| Bonus ($) | $304,540 | $261,450 | $313,094 |
| Stock Awards ($) | $1,324,800 | $2,514,600 | $5,243,620 |
| All Other Compensation ($) | $9,899 | $23,094 | $21,557 |
| Total Compensation ($) | $2,047,739 | $3,249,145 | $6,041,771 |
| Item | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | $450,001 | $463,500 |
| Target Bonus (%) | 70% of base | 70% of base |
- Notable perquisites/gross‑ups in FY25: $11,610 401(k) contribution; $5,267 off‑site event attendance; $4,680 company tax gross‑up (shareholder‑unfriendly signal) .
Performance Compensation
Annual Cash Bonus (FY25)
| Component | Weighting | Threshold ($) | Target ($) | Maximum ($) | Actual FY25 Payout ($) |
|---|---|---|---|---|---|
| Annual Bonus (aggregate) | — | $121,669 | $324,450 | $405,563 | $313,094 |
| Annual Bonus Components (FY25) | Weighting | Targeting/Notes |
|---|---|---|
| Company net new ACV | 50% | Threshold/target/max schedules set by Committee |
| Individualized objectives | 50% | Committee may award >100% for superior performance |
Long‑Term Equity Awards (FY25)
| Grant Date | Award Type | Shares (#) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| 8/19/2024 | RSUs | 37,600 | $1,611,160 | 12 substantially equal quarterly installments over 3 years, commencing Nov 20, 2024 |
| 7/1/2024 | PSUs (Total) | 96,600 | $3,525,900 | 3‑year performance period; quarterly measurement through June 30, 2027 |
| PSU Structure (FY25) | ARR PSUs (#) | Overachievement ARR PSUs (#) | Total ARR PSUs (#) | Profitability PSUs (#) | Measurement/Vesting |
|---|---|---|---|---|---|
| Don Coleman | 57,700 | 29,500 | 87,200 | 9,400 | Vest, if at all, based on quarterly achievement of ARR and trailing‑12‑month non‑GAAP Operating Margin targets through June 30, 2027 |
- Company currently does not grant stock options or SARs (reduces underwater option repricing risk) .
Equity Ownership & Alignment
| Category | Shares (#) | Notes |
|---|---|---|
| Direct common stock | 442,061 | Held of record by Don Coleman |
| Gambatte LLC | 150,000 | Voting/investment controlled by Coleman |
| Coleman Family Trust | 414,395 | Trustees/beneficiaries: Mr. Coleman and spouse |
| Awards vested/exercisable within 60 days | 253,730 | Equity awards currently exercisable |
| Awards vesting within 60 days | 5,031 | Service‑based vesting |
| Total beneficial ownership | 1,265,217 | 1.54% of 81,787,131 shares outstanding |
| Ownership Policy | Requirement | Counting | Timeline | Pledging/Margin |
|---|---|---|---|---|
| Executive Stock Ownership Guidelines | ≥1x base salary for executive officers | Unvested RSUs count | 5 years to achieve | Prohibited to hold in margin a/c or pledge as collateral |
- Anti‑hedging policy prohibits hedging/monetization (reduces misalignment risk) .
Employment Terms
| Item | Term |
|---|---|
| Employment Agreement effective date | June 29, 2021 |
| Employment type | At‑will; salary, annual bonus opportunity, long‑term incentive participation, benefits, expense reimbursement |
| FY25 base/bonus opportunity | $463,500 base; 70% target bonus |
| Severance (non‑CIC) | 12 months base salary; COBRA reimbursement up to 12 months; equity acceleration: time‑based awards scheduled to vest in the next 12 months; 25% of milestones for performance‑based awards (or full vest if <25% milestones remain) |
| Severance (CIC double‑trigger window) | If terminated without cause/resign for good reason within 3 months before or 12 months after CIC: 1x base salary; target annual bonus; COBRA up to 12 months; full acceleration of all post‑IPO equity awards |
| Clawback | Recovery of excess incentive‑based comp upon restatement; applies to comp “received” on/after Oct 2, 2023 |
| Potential Payments (as of June 30, 2025) | Cash Severance ($) | Incentive Compensation ($) | Continuation of Benefits ($) | Equity Accelerated ($) |
|---|---|---|---|---|
| Involuntary termination without cause/resign for good reason (non‑CIC) | $463,500 | — | $32,849 | $3,083,056 |
| CIC qualifying termination (double‑trigger) | $463,500 | $324,450 | $32,849 | $8,904,708 |
Compensation Committee & Peer Group
| Compensation Committee (FY25) | Role |
|---|---|
| Nancy Harris | Chair |
| Martin Fichtner | Member |
| Compensation Benchmarking Peer Group (FY25) | Notes |
|---|---|
| Alkami Technology; Alteryx; AppFolio; Asana; AvePoint; Blackbaud; BlackLine; Clearwater Analytics; Guidewire Software; Jamf; Manhattan Associates; Model N; nCino; Procore Technologies; Progress Software; Q2; Sprout Social; Tenable; Workiva; Yext | Cloud, vertical software peers; revenue ~$250M–$1B; market cap ~$750M–$7.5B |
- Say‑on‑pay support: 86.5% at 2024 annual meeting .
Investment Implications
- Alignment: Coleman’s FY25 compensation is heavily equity‑based ($5.24M stock awards vs. $0.46M salary), with PSUs tied to ARR and non‑GAAP Operating Margin and RSUs vesting over three years—strong linkage to growth and profitability with retention hooks .
- Retention/CIC economics: Non‑CIC severance is modest (12 months base) with partial acceleration; CIC double‑trigger provides 1x salary + target bonus and full acceleration—market‑standard, not excessive, limiting windfall risk while protecting continuity around strategic events .
- Trading signals: Prohibitions on hedging, margining, and pledging reduce forced‑sale risk and misalignment; 10b5‑1 plan governance disclosed in Insider Trading Policy, and new Clawback Policy adds discipline around incentive payouts .
- Governance watch‑items: Presence of tax gross‑up ($4,680 in FY25) is shareholder‑unfriendly though immaterial; continued monitoring of individualized bonus component discretion (50% of annual bonus) is prudent to ensure rigorous pay‑for‑performance application .
Overall, equity-heavy pay design with objective operating targets and anti‑hedging/pledging controls suggests strong alignment; retention risk appears contained under standard severance/CIC terms, while PSU calibration to ARR and operating margin places Coleman’s realized compensation on the line with execution against growth and profitability goals .