Martin Fichtner
About Martin Fichtner
Intapp independent director since November 2022; Class III director with term expiring at the 2026 annual meeting. Age 48. Currently Head of West Coast (U.S.A.) and Head of Technology & Consumer (North America & EMEA) at Temasek International; prior roles include Silver Lake Kraftwerk Managing Director and Elevation Partners founding Principal. B.S. Industrial Engineering and M.S. Engineering Economic Systems & Operations Research from Stanford University . The Board has determined he is independent under Nasdaq rules; he serves on the Compensation Committee and the Nominating & Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Silver Lake (Silver Lake Kraftwerk) | Managing Director | 2010–Feb 2019 | Growth investing in technology-enabled businesses |
| Elevation Partners | Principal, Founding Member | Not disclosed (prior to 2010) | Private equity investing; founding team experience |
| Goldman Sachs | Investment Banker | Not disclosed | Transaction and capital markets experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Temasek International (USA) LLC | Head of West Coast (U.S.A.) and Head of Technology & Consumer (NA & EMEA) | Since May 2019 | Current employer |
| E2open Parent Holdings, Inc. | Director (former) | Not disclosed | Former public company board member |
Board Governance
| Item | Details |
|---|---|
| Board classification/term | Class III; term expires 2026 |
| Independence | Board determined independent (Nasdaq); independent for Comp and Nominating committees |
| Committee assignments | Compensation Committee (member); Nominating & Corporate Governance Committee (member) |
| Committee chairs | Compensation: Nancy Harris (Chair); Nominating: Marie Wieck (Chair); Audit: George Neble (Chair) |
| Meetings/attendance | Board met 5x in FY2025; each director attended ≥75% of Board/committee meetings; 2024 annual meeting attendance was 100% (all 8 directors) . Audit, Compensation, and Nominating committees each met 5x in FY2025 |
| Lead Independent Director | Not disclosed; CEO John Hall is also Board Chair per guidelines allowing combined roles |
| Significant stockholder designee | Designee of Anderson Investments Pte. Ltd. (Temasek affiliate) under Stockholders’ Agreement; Anderson retains one nomination right while owning >10% |
- Stockholders’ Agreement: Anderson (Temasek) retains one board nomination right while >10% ownership; agreement ended for Great Hill in 2024; Fichtner currently serves as Anderson’s designee .
- Compensation Committee interlocks: None; no cross-serving executive interlocks reported .
- Say-on-pay signal: 2024 support ~86.5%, indicating broadly positive shareholder sentiment toward compensation oversight .
Fixed Compensation (Director)
| Component | FY2025 Policy/Actual | Amount |
|---|---|---|
| Board cash retainer | Policy: $35,000 | $35,000 |
| Compensation Committee member | Policy: $7,500 | $7,500 |
| Nominating & Corporate Governance member | Policy: $5,000 | $5,000 |
| Total cash fees (FY2025) | Actual paid (to employer) | $47,500; all cash fees paid to Temasek International per employer assignment |
| FY2026 policy change | Board retainer increased | Increase to $40,000 starting FY2026 |
- 2025 Director Compensation Table reports Fichtner received $47,500 cash, no equity; cash paid to his employer Temasek International .
Performance Compensation (Director)
| Equity element | FY2025 grant/value | Vesting/terms |
|---|---|---|
| Annual RSU | $0; no grant to Fichtner | Company policy grants $200k annual RSUs to most non-employee directors; Fichtner did not receive an Annual RSU |
| Options | None outstanding | Not applicable |
- Equity policy: Initial RSU ~$300k (3-year vest) for new directors; ongoing Annual RSU ~$200k (1-year vest), based on 20-day average price; Fichtner excluded from RSU program in FY2025 .
Other Directorships & Interlocks
| Entity | Type | Relationship/Interlock | Notes |
|---|---|---|---|
| Anderson (Temasek affiliate) | 5%+ holder | Nomination right; Fichtner is Anderson’s designee | Anderson owns 20.97% as of 9/23/2025; retains one board seat while >10% |
| Registration Rights Agreement | Governance right | Anderson and certain holders have demand/piggyback rights; Company bears costs subject to limits | Demand rights up to 3; piggyback rights; standard conditions/limitations |
Expertise & Qualifications
- Growth and technology investing: Senior investing roles at Temasek, Silver Lake, Elevation Partners; sector leadership across North America and EMEA .
- Capital markets and M&A grounding: Early career in investment banking at Goldman Sachs .
- Technical-analytical background: Stanford B.S. Industrial Engineering, M.S. EES&OR—useful for evaluating SaaS growth and ARR/Rule-of-40 constructs prevalent in Intapp’s compensation design .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Stock/Option Awards Outstanding |
|---|---|---|---|
| Martin Fichtner | — (none reported) | <1% | Stock awards (#): 0; Options: 0 |
| Anderson (Temasek affiliate) | 17,146,805 | 20.97% | N/A |
- Stock ownership guidelines (adopted June 2025): Directors must hold Company stock equal to ≥5x annual cash retainer within 5 years; unvested RSUs count toward requirement . Insider trading policy prohibits hedging/pledging; directors are covered by these restrictions .
- Compliance status: Not disclosed by individual; timeline to comply is five years from June 2025 adoption or appointment, whichever later .
Governance Assessment
-
Strengths
- Independent director with deep technology and growth-investing expertise; serves on two key committees (Compensation; Nominating) supporting board effectiveness .
- Robust committee activity (5 meetings each in FY2025), and all directors met ≥75% attendance threshold; full board attended 2024 annual meeting, indicating engagement .
- Use of independent compensation consultant (Alpine) with no conflicts found; 2024 say‑on‑pay approval ~86.5% reflects constructive shareholder feedback loop .
-
Watch items / potential conflicts
- Significant stockholder designee: As Anderson/Temasek’s nominee, Fichtner could face perceived alignment with a 20.97% holder; Anderson also holds registration rights. Oversight of related-party exposure rests with the Audit Committee under the Company’s policy .
- Ownership alignment: Unlike most directors who received ~$220k RSUs in FY2025, Fichtner received no equity and had no reported share ownership or outstanding awards—reducing direct “skin-in-the-game” relative to peers until ownership guidelines are met over the 5-year window .
- Board leadership: CEO also serves as Board Chair; no Lead Independent Director disclosed, which some investors view as a check on management influence .
-
Compensation oversight signals
- Compensation Committee membership (including Fichtner) oversaw pay programs emphasizing ARR, Operating Margin, and Rule of 40 metrics for executives; committee reports independence and no interlocks, which supports governance quality .
RED FLAGS
- Major shareholder nomination right and employment affiliation (Temasek) could present perceived conflicts—mitigated by independence determination and established related-party review processes .
- No director equity awards and no disclosed personal share ownership for Fichtner in FY2025, creating weaker ownership alignment versus peers until stock guideline compliance is achieved .
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