Samir Bodas, Icertis CEO: A Fortt Knox Conversation

Absolutely, thank you first of all, John, for having me on your show—really appreciate it. The toughest problem we're trying to solve is to help our customers, help businesses, get the full potential of every business relationship. And where is a business relationship codified? In a contract, right? And historically, this contract has been a legal document, static—it's negotiated and put away. So from a static document, the hardest problem we're solving is to convert the static document into a dynamic asset by applying AI and Gen AI to it. When it's a dynamic asset, you get the full value of this asset and therefore realize the full potential of every business relationship. Let me give you some examples. When COVID hit—remember it was a tough time for businesses—our customers would go to their contracts to find a force majeure clause or termination for convenience clause and knew which customers to focus on. When inflation hit a few years ago, our customers were going to their contracts saying: 'Where do we have COLA escalation clauses or cost of living adjustment escalation clauses? Can we go to our customers and say, because inflation is high, can we raise prices or help us out? The contract says we have the right to raise prices depending on COLA escalation.' So this is a dynamic asset, not something that's put away in a filing cabinet. Now think about applying Gen AI to it—it's a hard problem. You want the contracts where something went wrong, where you didn't have that clause you wish you had, so you can note that. The next time you're looking at a contract, the software can scan through and make sure you have what you need.

Right, and I think the degree of possibility keeps increasing. If you go back 10 years, it was really just software—no AI, not much of that. Then AI came along and you start looking at this contract and saying: 'Here is a liability provision, here is a pricing table, here is a table related to discounts or whatever.' You can compare clauses across contracts and see: 'This term is better than that term for this customer, who's very similar to another customer buying essentially the same thing.' So that's one magic that happens. The second magic is connecting this contract—which has operational terms (SLA, quantity, certification, that a supplier or you are supposed to do for your customer), commercial terms (price, discount, how to raise invoice), and legal terms (indemnity, liability, ESG provisions)—to the real world. Once we've extracted all that structured data from the contract, we need to check: is it actually being delivered or received in the real world? The first magic is what's in the contract—so much insight, so much intelligence. The second magic is what happens in the real world. That's how you drive more revenue, reduce cost, ensure compliance, and mitigate risk.

I think that's a great question—we think about it every day. A lot of people can come into this category and deliver parts of it. The key insight is that the contract is really hard. It's not just about putting a signature on it, like DocuSign does. It's about reading the content, the clause, the complicated legal English. The second thing is that the contract probably refers to other contracts—a statement of work under an MSA says that clause needs to come in here. Also, connecting to customers' internal systems is very hard; we have customers with three or four CRM systems or procurement systems. How you connect all these systems to native applications is complex. But because it's hard, it's fun to be here—once you unlock it, you deliver a lot of value. Historically, there have been four systems of record: CRM for customers, supplier systems for suppliers, HCM for employees, and ERP for transactions. The fifth system of record is now rising for contracts—it's a complex, crucial system. If you look at it, it actually contains the KPIs of the company retrospectively, currently, and prospectively: 'What are my commitments? What are my entitlements? What are my risks?' We have been at this for 15 years and can solve it. As long as we work hard and focus on customers, this system of record will blossom and be no different from the other systems.

That's a good question. We believe in partnerships because no single player can know everything in every language for every contract and every vertical—whether it's automotive or pharmaceutical. No one company will own this LLM across the board. So we just announced a partnership with Harvey and with Evisort a few months ago, and we have a partnership with Microsoft and OpenAI. What we want to do is add our LLM to all these other players who are doing R&D in various ways—some look at it from a legal perspective, some from a German perspective, another from a Japanese perspective. We bring that together so our customers get the best from all. We have a great LLM with 10 million contracts our customers have given us permission to learn from, so we can deliver value to them. But we also bring R&D from others into a platform called Icertis Contract Intelligence.

Sure. My father is an airline pilot, based in New Delhi, so I grew up there until fifth grade. I went to Delhi Public School—all those DPSites out there. In fifth grade, my father got a job in Malaysia, and we moved to a town called Kuching on the island of Borneo. It was a fascinating experience—we didn't have a TV, and our neighbor would shout: 'Samir! Veni! Nagaraku!' That was the national anthem of Malaysia when the broadcast started at 6 PM. We'd run over and watch American shows. I remember 'The Six Million Dollar Man' with Steve Austin. I was amazed and thought, 'Wow, this is amazing.' There were also deeper experiences—in school, a military helicopter landed with a coffin. It was a major from the Malay Army killed by communists in the Vietnam War. That taught me a lot. Then in seventh grade we returned to India, and my father got contracts in Africa—Libya, Sudan, Nigeria. Khartoum is a beautiful city where the Blue and White Niles meet. Traveling was a gift my father gave us.

It's a long story. He went to India's West Point, the National Defense Academy in Pune, wanting to be an Air Force pilot, but they gave him artillery in the Army. He made sure he didn't complete the program and got thrown out. His father said, 'I'm not paying for this—you got in, you finish it.' So he borrowed money and became a pilot on his own. He had an interesting job flying from New Delhi to Kabul and on to Beirut. He told stories about Beirut being the Paris of the East. Once, he met an Afghan refugee here and asked about a restaurant in Kabul—the refugee was amazed he knew about it. He'd also give free first-class tickets to pilots of other airlines, so I'd fly first class from Mumbai to Khartoum or Lagos via London, then sleep at the airport. So there was first-class travel and airport living. My father was not a fan of restrictions. He wanted to fly because he loved conversations—you can have a very interesting conversation with him. My mom is also interesting. She didn't finish college, but when our family had financial trouble in the early '80s, she trained herself as a beautician and ran a salon from our bedroom. In the morning it was a bedroom, during the day it became a salon, at night it was a bedroom again. She had that entrepreneurial spirit—'pick yourself up, learn, do whatever it takes.' I'm very thankful to her.

Yes and no. As a kid, you go with it—there's a 10th grade and 12th grade exam, and in the '80s, grades were posted on the bulletin board. But I always thought I had to do something different. After 12th grade, I serendipitously got admission at North Carolina Wesleyan College in Rocky Mount, and I had a choice between going to the US or Moscow for free education. On a flight back from London, a British lady sitting next to me—a 17-year-old kid—asked what I was going to do. I told her my two choices, and she was aghast I was considering the Soviet Union. She said, 'Samir, go to America—it's the land of opportunity!' It was a lecture. So I went to the US.

Looking back at history, it all worked out, so she must have made the right argument. India in the '80s was tough, the '90s opened up the economy. America is a place of opportunity—immigrants want to come here and give their all. If we work hard, make good business decisions, and luck meets us, you can be whoever you want. Her conclusions were 100% correct.

Watching 'Rawhide' and 'The Six Million Dollar Man' prepared me a bit for America. I think my philosophy is to embrace the culture of wherever you land, enhance it, and amplify it. I'm a proud American of Indian heritage, but embracing, enhancing, and amplifying helped me learn and stay true to my heritage.

Like most immigrant college students, the focus was to get a job, get a visa, get a green card. I got my undergraduate in computer science, worked as a programmer at National Instruments—which had 70 employees when I joined and became public. After getting my green card, I thought, 'What's next?' My brother is three years older and much bigger, and he'd pick on me, so I developed a big mouth—I had to talk trash to survive. I became outgoing and realized I love meeting people and persuading them. Marketing and sales are great places to use that power of conviction. I went to Kellogg for my MBA and then got a job at Microsoft in 1992 in Windows marketing.

Microsoft was a meritocracy—they gave the keys of the kingdom to an immigrant from India. It shows how progressive they were. They embraced, enhanced, and amplified. That training was invaluable—I worked with smart people and learned rigor. Bill Gates is tough—he makes you think hard. That helped me become who I am.

Again, serendipity. I was at a company called Aztecsoft, then sold that and exited in 2009. My co-founder Manish and I were trying to figure out what to do next—build something special and enduring. We realized to build a large software company, you either create a technology wave or ride one. We couldn't create one, so we looked to ride a wave. The cloud was just starting—Microsoft was building 'Red Dog' (Azure), Amazon was building EC2 and S3. We thought this could be a big wave. Our hypothesis was that the first workloads to move to the cloud would be 'edge' systems—the ones that talk to customers and suppliers. Then, a Microsoft VP said they couldn't find a contract management solution that was both wide and deep. Most solutions were either wide but shallow (like SharePoint-based) or deep but narrow (like e-signature). So we thought: if Microsoft helps us build it and becomes our first customer, and it runs on their cloud, we can build a leader. That's how we started. We met Satya Nadella early on.

Always there are tough times. We had a near-death experience—the company went almost bankrupt. We didn't have cash to pay debts. We were waiting for revenue. The cash came in a couple of months later. What that taught me was a sense of accountability—if we go bankrupt, we'd let down employees, customers, suppliers. It's not just about me; it's about many people dependent on us. That instilled a sense of responsibility to deliver on commitments.

Definitely. First, we raised a good amount of money before needing it, so we always have money in the bank. Second, I wake up every morning, log into my bank account to make sure we have enough cash, and into Salesforce to make sure we have enough leads. I did that daily until recently. The third lesson is cash flow—I used to watch it daily. Now I still look at leads every day. That experience taught me how important cash flow is, especially at that stage.

We have 2200 employees, are cash flow positive, profitable, and growing. As a CEO, you have to be a coach. My co-founder Manish and I have been in every position in the company—salesman, project manager, customer success manager. You have to be careful not to do the job for your team. The first instinct of an entrepreneur is to jump in and fix it—very bad idea. Instead, you jump in to help them do it. Whether it's a lead, an implementation issue, or a customer looking to close a deal, you empower your folks, hold them accountable, and let them know you back them up. I had to develop that instinct.

Markets are putting a premium on growth but also on profitability. The imperative is to stay profitable and cash flow positive while growing through innovation. We're the leader in a large category with a $30 billion TAM. We believe we can become the 'SAP' or 'Salesforce' of contract management—the fifth system of record. To achieve that, we need consistent, compounding growth over years while staying profitable and delivering value to customers. Customers are the best source of information—I've never learned nothing from a customer meeting. Stay grounded, keep your feet on the ground, and reach for the stars.

Whenever it's right—as the market opens up. We're profitable, growing at 25% per year. We don't need to go public; we can stay private for a while. When the market accepts IPOs, we'll decide. For now, we focus on staying profitable, growing, and delivering value. There's no rush.

Thank you so much for having me on your show. I really appreciate it.