Nancy Harris
About Nancy Harris
Nancy Harris (age 62) has served as an independent director of Intapp (INTA) since July 2021 and is a Class II director with a term expiring in 2028 (assuming reelection). She brings 35+ years of software leadership experience, including senior operating roles in SaaS, and holds a B.S. in Journalism and a Master’s in Marketing from Northwestern University . The Board has determined she is an independent director under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sage North America | Executive Vice President & Managing Director | 2011 – Jan 2022 | Led North America business for a major software provider |
| ESO Solutions (SaaS) | Chief Operating Officer | 2010 – 2011 | High-growth SaaS operating leadership |
| Asure Software | Chief Operating Officer | 2001 – 2009 | Enterprise software operations leadership |
| ClearCommerce | Vice President of Marketing | Not disclosed | Go-to-market leadership |
| BMC Software | Director of Product Marketing | Not disclosed | Product marketing leadership |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Intapp, Inc. (INTA) | Director | Public | Director since July 2021; Class II (term to 2028, assuming reelection) |
| M-Files | Director | Private | SaaS board role |
| Acumatica | Director | Private | SaaS board role |
Board Governance
- Committees and leadership:
- Audit Committee member; committee composed entirely of independent directors; five meetings in FY2025 .
- Compensation Committee Chair; five meetings in FY2025 .
- Independence: The Board determined Harris is independent under Nasdaq rules; Audit Committee members are financially literate .
- Attendance and engagement:
- The Board met five times in FY2025; each director attended at least 75% of Board and committee meetings on which they served .
- All eight directors attended the 2024 annual meeting (Nov 13, 2024) .
- Board structure: Classified board; Harris is a Class II director; CEO also serves as Board Chair per current structure .
Fixed Compensation
| Component | Policy Detail (FY2025) | Harris FY2025 Amount |
|---|---|---|
| Annual cash retainer (Board) | $35,000 | Included in $60,000 cash total |
| Audit Committee member fee | $10,000 | Included in $60,000 cash total |
| Compensation Committee Chair fee | $15,000 | Included in $60,000 cash total |
| Total cash fees (FY2025) | Paid quarterly in arrears | $60,000 |
| FY2026 change | Board retainer increased to $40,000 | Policy update effective FY2026 |
Notes: Non-employee director cash fees per policy: Board retainer $35,000; Audit member $10,000 ($20,000 for chair); Compensation member $7,500 ($15,000 for chair); Nominating member $5,000 ($10,000 for chair). Board approved increasing the Board retainer to $40,000 for FY2026 .
Performance Compensation
| Equity Element | Policy Mechanics | Harris FY2025 Grants/Value | Vesting |
|---|---|---|---|
| Annual RSU (continuing directors) | Target $200,000 divided by 20-day average price pre-grant | Stock awards aggregate grant-date fair value: $220,394 | Vests in full on earlier of next annual meeting or first anniversary, subject to continued service |
| Initial RSU (new directors) | Target $300,000 divided by 20-day average price pre-grant | Not applicable in FY2025 | Vests in three equal annual installments, subject to service |
- Equity awards for directors are time-based; no performance metrics are disclosed for director RSUs .
- Harris had 3,817 stock awards outstanding as of June 30, 2025 (fiscal year-end) .
Director Compensation (FY2025)
| Name | Fees Earned in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Nancy Harris | 60,000 | 220,394 | 280,394 |
Other Directorships & Interlocks
- Compensation Committee interlocks: None — no member is/was an Intapp officer or employee; none have Item 404 relationships; and no Intapp executive served on another entity’s board/compensation committee with any Intapp director during FY2025 .
- Public company boards: None disclosed beyond Intapp; private company boards include M-Files and Acumatica .
Expertise & Qualifications
- 35+ years of software industry leadership with operating roles at Sage, ESO Solutions, and Asure Software; prior marketing leadership at ClearCommerce and BMC Software .
- Financial literacy (as an Audit Committee member, the Board determined all Audit Committee directors are financially literate) .
- Academic credentials: B.S. in Journalism and Master’s in Marketing, Northwestern University .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | Composition/Footnotes |
|---|---|---|---|
| Nancy Harris | 36,394 | <1% | 32,577 shares held directly; plus 3,817 shares subject to an equity award that will vest within 60 days of Sept 23, 2025 |
- Basis: 81,787,131 shares outstanding as of Sept 23, 2025 .
- Director stock ownership guidelines (adopted June 2025): Minimum ownership equal to 5x annual Board cash retainer; unvested RSUs count; 5-year compliance window from adoption or board appointment, whichever is later .
Governance Assessment
- Strengths/signals supporting investor confidence:
- Independent director; serves as Compensation Committee Chair and Audit Committee member, indicating material involvement in executive pay oversight and financial risk oversight .
- Active engagement: FY2025 saw five meetings each for the Audit and Compensation Committees; Board met five times; each director met at least 75% attendance threshold; full board attendance at 2024 annual meeting .
- Clear director compensation structure with modest cash fees and equity delivered via time-based RSUs; alignment reinforced by newly adopted stock ownership guidelines (5x cash retainer; unvested RSUs count) .
- Compensation Committee’s use of an independent consultant (Alpine Rewards); the Committee assessed independence and found no conflicts .
- Company-wide clawback policy compliant with Nasdaq/Exchange Act Section 10D — a positive governance safeguard for incentive compensation (primarily applicable to executives) .
- Potential concerns to monitor:
- Board leadership combined (CEO also Chair); while allowed by guidelines, investors often prefer a separate chair or a strong lead independent director role; no lead independent role disclosed in the cited sections .
- Related-party/conflict checks:
- Compensation Committee members (including Harris) had no Item 404 related-party relationships disclosed; Audit Committee is charged with reviewing related person transactions .
RED FLAGS: None identified specific to Harris in the company’s disclosures — no pledging/hedging, related-party transactions, or attendance shortfalls were disclosed for her in FY2025 .