Intapp, Inc. Stock Compensation Disclosure
Note 12. Stock-Based Compensation
Equity Incentive Plans
In June 2021, the Company’s Board of Directors adopted, and its stockholders approved, the 2021 Omnibus Incentive Plan (the “2021 Plan”) and the ESPP. The 2021 Plan provides for the grant of restricted shares, RSUs, performance shares, PSUs, deferred share units, share options and share appreciation rights. All employees, non-employee directors and selected third-party service providers of the Company and its subsidiaries and affiliates are eligible to receive grants under the 2021 Plan. Eligible employees may purchase the Company’s common stock under the ESPP.
Both the 2021 Plan and ESPP include a provision to increase the share reserves on July 1 of each year through 2031. On July 1, 2025, 4,491,059 and 898,211 shares were added to the 2021 Plan and ESPP, respectively.
As of June 30, 2025, shares of common stock reserved for future issuance were as follows (in thousands):
|
|
June 30, 2025 |
|
|
Stock plans: |
|
|
|
|
Outstanding stock options |
|
|
2,628 |
|
Unvested PSUs and RSUs |
|
|
5,316 |
|
Reserved for ESPP |
|
|
3,518 |
|
Reserved for future stock award grants |
|
|
6,818 |
|
Total shares of common stock reserved for issuance |
|
|
18,280 |
|
Stock Awards
The Company has granted time-based and performance-based stock options, RSUs and PSUs, collectively referred to as “Stock Awards.” The Company accounts for stock-based compensation using the fair value method which requires the Company to measure stock-based compensation based on the grant-date fair value of the awards and recognize compensation expense over the requisite service or performance period. Awards that contain only service conditions, are generally earned over four years and expensed on a straight-line basis over that term. Compensation expense for awards that contain performance conditions is calculated using the graded vesting method and the portion of expense recognized in any period may fluctuate depending on changing estimates of the achievement of the performance conditions.
Stock Options
Stock options granted generally become exercisable ratably over a four-year period following the date of grant and expire ten years from the date of grant.
Stock option activity under the Company’s equity incentive plans during the fiscal years ended June 30, 2025 and 2024 was as follows (in thousands, except per share data):
|
|
Number of |
|
|
Weighted- |
|
|
Weighted- |
|
|
Aggregate |
|
||||
Balance as of June 30, 2023 |
|
|
10,137 |
|
|
$ |
10.42 |
|
|
|
5.5 |
|
|
$ |
319,250 |
|
Exercised |
|
|
(3,105 |
) |
|
|
9.90 |
|
|
|
|
|
|
|
||
Forfeited |
|
|
(166 |
) |
|
|
20.70 |
|
|
|
|
|
|
|
||
Balance as of June 30, 2024 |
|
|
6,866 |
|
|
$ |
10.40 |
|
|
|
4.4 |
|
|
$ |
180,360 |
|
Exercised |
|
|
(4,212 |
) |
|
|
9.70 |
|
|
|
|
|
|
|
||
Forfeited |
|
|
(26 |
) |
|
|
21.91 |
|
|
|
|
|
|
|
||
Balance as of June 30, 2025 |
|
|
2,628 |
|
|
$ |
11.42 |
|
|
|
3.8 |
|
|
$ |
105,632 |
|
Vested and exercisable as of June 30, 2025 |
|
|
2,625 |
|
|
$ |
11.40 |
|
|
|
3.8 |
|
|
$ |
105,586 |
|
Vested and expected to vest as of June 30, 2025 |
|
|
2,628 |
|
|
$ |
11.42 |
|
|
|
3.8 |
|
|
$ |
105,632 |
|
(1) Aggregate intrinsic value for stock options represents the difference between the exercise price and the per share fair value of the Company’s common stock as of the end of the period, multiplied by the number of stock options outstanding.
There were no stock options granted during the fiscal years ended June 30, 2025 and June 30, 2024. The total intrinsic value of stock options exercised during the fiscal years ended June 30, 2025, 2024 and 2023 was $179.9 million, $86.7 million, and $61.3 million, respectively.
During the fiscal years ended June 30, 2025, 2024 and 2023, the proceeds from option exercises totaled $40.8 million, $30.7 million and $23.5 million, respectively.
PSUs and RSUs
During the fiscal year ended June 30, 2025, the Company granted PSUs to certain of its employees with vesting terms based on meeting certain operating performance targets, including annual recurring revenue and consolidated profitability targets, and continued service conditions. The Company also granted RSUs to certain employees that vest based on continued service.
PSU activity during the fiscal years ended June 30, 2025 and 2024 was as follows (in thousands, except per share data):
|
|
Number of Shares |
|
|
Weighted- |
|
||
Balance as of June 30, 2023 |
|
|
3,645 |
|
|
$ |
23.43 |
|
Granted |
|
|
1,229 |
|
|
|
38.82 |
|
Vested |
|
|
(1,911 |
) |
|
|
24.64 |
|
Forfeited |
|
|
(413 |
) |
|
|
26.23 |
|
Balance as of June 30, 2024 |
|
|
2,550 |
|
|
$ |
29.48 |
|
Granted |
|
|
1,224 |
|
|
|
40.43 |
|
Vested |
|
|
(1,586 |
) |
|
|
27.18 |
|
Forfeited |
|
|
(178 |
) |
|
|
29.32 |
|
Balance as of June 30, 2025 |
|
|
2,010 |
|
|
$ |
37.98 |
|
RSU activity during the fiscal years ended June 30, 2025 and 2024 was as follows (in thousands, except per share data):
|
|
Number of Shares |
|
|
Weighted- |
|
||
Balance as of June 30, 2023 |
|
|
2,154 |
|
|
$ |
24.46 |
|
Granted |
|
|
1,647 |
|
|
|
36.39 |
|
Vested |
|
|
(893 |
) |
|
|
26.14 |
|
Forfeited |
|
|
(384 |
) |
|
|
29.72 |
|
Balance as of June 30, 2024 |
|
|
2,524 |
|
|
$ |
30.84 |
|
Granted |
|
|
2,479 |
|
|
|
47.20 |
|
Vested |
|
|
(1,338 |
) |
|
|
34.12 |
|
Forfeited |
|
|
(359 |
) |
|
|
35.55 |
|
Balance as of June 30, 2025 |
|
|
3,306 |
|
|
$ |
41.27 |
|
Stock-Based Compensation Expense
The Company recorded stock-based compensation expense on the consolidated statements of operations as follows (in thousands):
|
|
Year Ended June 30, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Cost of revenues |
|
|
|
|
|
|
|
|
|
|||
Cost of SaaS |
|
$ |
3,174 |
|
|
$ |
1,740 |
|
|
$ |
1,329 |
|
Cost of license |
|
|
709 |
|
|
|
552 |
|
|
|
376 |
|
Cost of professional services |
|
|
6,026 |
|
|
|
5,030 |
|
|
|
3,916 |
|
Research and development |
|
|
24,309 |
|
|
|
14,854 |
|
|
|
15,186 |
|
Sales and marketing |
|
|
24,557 |
|
|
|
17,312 |
|
|
|
20,426 |
|
General and administrative |
|
|
29,311 |
|
|
|
20,407 |
|
|
|
26,536 |
|
Total stock-based compensation |
|
$ |
88,086 |
|
|
$ |
59,895 |
|
|
$ |
67,769 |
|
During the fiscal year ended June 30, 2025, the Company modified the performance conditions related to certain PSU awards, which results in an improbable-to-probable modification with an increase in unrecognized stock-based compensation expense of approximately $14.8 million to be recognized through the remaining requisite service period.
The Company recognized related income tax benefit of $2.5 million, $1.1 million, and $0.7 million for the fiscal years ended June 30, 2025, 2024 and 2023, respectively.
As of June 30, 2025, there was approximately $157.8 million of unrecognized compensation cost related to unvested stock-based awards granted, which is expected to be recognized over the weighted-average period of approximately 2.5 years.
2021 Employee Stock Purchase Plan
Under the ESPP, eligible employees may purchase the Company’s common stock at a price equal to 85% of the lower of the fair market value of the Company’s common stock on the offering date or the applicable purchase date. The ESPP provides an offering period that begins on June 1 and December 1 of each year and each offering period consists of one six-month purchase period. During the fiscal years ended June 30, 2025 and 2024, 112,489 shares and 137,374 shares were purchased under the ESPP, respectively.
The fair value of ESPP shares was estimated using the Black-Scholes option valuation model with the following weighted-average assumptions:
|
|
Year Ended June 30, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Expected dividend yield |
|
|
0 |
% |
|
|
0 |
% |
|
|
0 |
% |
Risk-free interest rate |
|
|
4.4 |
% |
|
|
5.4 |
% |
|
|
4.9 |
% |
Expected volatility |
|
|
47 |
% |
|
|
46 |
% |
|
|
48 |
% |
Expected term (in years) |
|
|
0.5 |
|
|
|
0.5 |
|
|
|
0.7 |
|
As of June 30, 2025, total unrecognized compensation cost related to the ESPP was $0.7 million, which will be amortized over a weighted-average vesting term of 0.4 years.
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.