Ralph Baxter
About Ralph Baxter
Ralph Baxter (age 79) has served on Intapp’s board since July 2021. He previously served as CEO of global law firm Orrick, Herrington & Sutcliffe (1990–2013), where he led multiple operating model transformations. He holds an A.B. in History from Stanford University and a J.D. from the University of Virginia. His board term is Class I, expiring at the 2027 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Orrick, Herrington & Sutcliffe LLP | Chief Executive Officer | 1990–2013 | Led firm-wide initiatives incl. Global Operations Center in Wheeling, WV; changes to talent and pricing models |
| Integration Appliance, Inc. (Intapp operating subsidiary) | Director | 2016–2021 | Pre-IPO subsidiary board service |
| Lex Machina, Inc. | Director | Not disclosed | Legal tech domain expertise; dates not disclosed |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| LegalZoom.com, Inc. | Legal Advisory Board member | Not disclosed | Advisory capacity (not BoD) |
| Stanford Law School Center on the Legal Profession | Senior Advisor; Advisory Board member | Not disclosed | Legal industry leadership network |
| Harvard Law School Center on the Legal Profession | Advisory Board member | Not disclosed | Legal industry leadership network |
Board Governance
- Board class/term: Class I; term expires in 2027 .
- Committee memberships: Not listed on Audit, Compensation, or Nominating & Corporate Governance Committees (Audit: Allen, Harris, Neble [chair], Wieck; Compensation: Fichtner, Harris [chair], Moran; Nominating & Corporate Governance: Allen, Fichtner, Wieck [chair]) .
- Independence: Not identified as “independent director” by the board (independent directors named: Allen, Fichtner, Harris, Moran, Neble, Wieck) .
- Attendance: Board met 5 times in FY2025; each director attended at least 75% of Board and committee meetings; all 8 directors attended the 2024 annual meeting .
- Board leadership: CEO John Hall also serves as Chairman; guidelines allow flexibility; no Lead Independent Director is disclosed .
Fixed Compensation (FY2025)
| Component | Amount | Notes |
|---|---|---|
| Director cash retainer | $0 | Baxter does not receive additional cash for director service beyond Annual RSU . |
| Committee fees | $0 | Not a committee member; not listed for any committee . |
| Consulting base fee | $240,000 | Under Baxter Consulting Agreement (Ralph Baxter, Inc.) for advisory board program . |
- Policy context: Non-employee director retainers (FY2025) were $35,000 (Board), plus committee retainers; Board increased the base retainer to $40,000 for FY2026 .
Performance Compensation (FY2025)
| Component | Amount | Structure/Terms |
|---|---|---|
| Non-Equity Incentive (consulting) | $250,900 | Earned based on objectives tied to chairing Intapp’s advisory board program and certain company operating performance objectives . |
| Stock Awards (Annual RSU) | $220,394 | Aggregate grant date fair value under ASC 718; Annual RSU equals $200,000 divided by 20-trading-day average price; vests in full by the next annual meeting or first anniversary . |
Performance metric framework for the consulting incentive (qualitative disclosure):
- Advisory board program objectives tied to Mr. Baxter’s role as chair .
- Company operating performance objectives (specific metrics not disclosed) .
Equity award mechanics for directors:
- Initial RSU for new directors: $300,000 divided by 20-day average price; vests in three equal annual installments over 3 years .
- Annual RSU for continuing directors: $200,000 divided by 20-day average price; vests in full by the next annual meeting or within one year .
Director Compensation (FY2025 actuals)
| Name | Fees Earned ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| Ralph Baxter | — | 220,394 | 250,900 | 240,000 | 711,294 |
Other Directorships & Interlocks
| Category | Company | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Public company boards (current) | None disclosed | — | None disclosed in proxy . |
| Private/advisory | LegalZoom.com, Inc. | Legal Advisory Board member | Advisory role; no related-party transaction disclosed . |
| Academic/non-profit | Stanford Law School; Harvard Law School | Senior/Advisory Board roles | Governance/ethics expertise; no conflicts disclosed . |
| Prior | Lex Machina, Inc. | Director | Legal tech director experience; no conflicts disclosed . |
Expertise & Qualifications
- Deep legal industry domain expertise; former CEO of a global law firm with track record in operations redesign and pricing/talent model innovation .
- Governance and advisory experience across legal-tech and academic institutions (Stanford, Harvard) .
- Education: A.B. Stanford; J.D. University of Virginia .
Equity Ownership (as of 9/23/2025)
| Holder | Common Shares Held | Options Exercisable ≤60 days | RSUs/Equity Awards Vesting ≤60 days | Total Beneficial Ownership | % Outstanding | Basis |
|---|---|---|---|---|---|---|
| Ralph Baxter | 5,624 | 117,000 | 3,817 | 126,441 | <1% | 81,787,131 shares outstanding |
- Options: 117,000 are vested and exercisable within 60 days; company states it does not currently grant options (legacy holdings) .
- Hedging/pledging: Company policy prohibits hedging, short-term trading, options transactions, and pledging/margin accounts for directors and officers .
- Stock ownership guidelines (adopted June 2025): Directors expected to hold Company stock equal to ≥5x annual cash retainer (unvested RSUs count); 5-year compliance window; individual compliance status not disclosed .
Say-on-Pay & Shareholder Feedback (context for governance)
- 2024 Annual Meeting (Nov 13, 2024) results: Say-on-Pay For 58,986,436; Against 9,199,531; Abstain 13,896; Broker non-votes 1,904,606. Say-on-frequency “1 Year” selected (67,394,413 votes for 1 year) .
- 2025 proxy again recommends “For” on Say-on-Pay .
Related Party Transactions (Potential Conflicts)
- Baxter Consulting Agreement: Originated March 2016 (assigned to Ralph Baxter, Inc.); advises on advisory board program. Consideration: $240,000 base fees per year plus up to $260,000 per year tied to advisory board objectives and certain Company operating performance objectives; extended on June 23, 2025 through June 30, 2026 .
- Governance process: Audit Committee reviews/approves related party transactions per policy; conflicted directors do not participate .
Governance Assessment
- Independence and conflicts:
- Not classified as an independent director, consistent with his paid consulting relationship (base and performance fees) with the Company .
- The consulting arrangement, including performance-contingent fees and annual extension through June 30, 2026, is a meaningful related-party transaction that can raise perceived conflict-of-interest concerns and investor scrutiny if not rigorously overseen by the Audit Committee .
- Board effectiveness:
- Baxter is not assigned to Audit, Compensation, or Nominating & Governance Committees, which mitigates some direct oversight conflicts but also limits his role in formal risk, pay, and nomination oversight .
- Attendance thresholds met (≥75%) and full attendance at the 2024 annual meeting indicate baseline engagement .
- Alignment and incentives:
- Receives Annual RSU like other non-employee directors, supporting equity alignment ($220,394 grant-date fair value in FY2025) .
- Holds 117,000 vested, exercisable options and 5,624 shares; policy prohibits hedging/pledging, and stock ownership guidelines support longer-term alignment (5x retainer target; unvested RSUs count) .
- Shareholder signals:
- Strong Say-on-Pay support at the 2024 meeting (significant “For” votes) suggests no broad investor protest on compensation/governance at that time; company set annual Say-on-Pay cadence .
- RED FLAGS:
- Related-party consulting agreement with substantial base ($240,000) and performance fees (up to $260,000; $250,900 paid in FY2025), while serving as a director — perceived conflict risk requiring robust Audit Committee oversight and transparent disclosure .
- Not independent under Nasdaq rules per board determination; combined CEO/Chair structure without a disclosed Lead Independent Director heightens the importance of strong committee oversight and independent voices on the Board .
Overall: Baxter brings deep client-facing legal industry expertise and advisory-board leadership but carries a notable related-party profile and non-independence status. Investors should monitor renewal terms, performance criteria for consulting fees, and continued segregation from key oversight committees to preserve board objectivity .