Document

DEF 14A 1 informaticadef14a2022proxy.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:


			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material Pursuant to §240.14a-12


Informatica Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


☒			No fee required.
☐			Fee paid previously with preliminary materials.
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


						INFORMATICA INC. 2100 SEAPORT BLVD REDWOOD CITY, CALIFORNIA 94063

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

to be held at 8:30 am Pacific Time on Tuesday, June 14, 2022

Dear Stockholders of Informatica Inc.:

We cordially invite you to attend the 2022 annual meeting of stockholders (the “Annual Meeting”) of Informatica Inc., a Delaware corporation, to be held on June 14, 2022 at 8:30 am Pacific Time. The Annual Meeting will be conducted virtually via live audio webcast. You will be able to attend the Annual Meeting virtually by visiting www.virtualshareholdermeeting.com/INFA2022, where you will be able to listen to the meeting live, submit questions, and vote online.

Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, we urge you to promptly vote and submit your proxy via the Internet, by telephone, or by mail.

We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying proxy statement:

1.To elect three Class I directors to serve until the 2025 annual meeting of stockholders and until their successors are duly elected and qualified;

2.To ratify the appointment of Ernst & Young LLP (“EY”) as our independent registered public accounting firm for our fiscal year ending December 31, 2022;

3.To approve, on an advisory basis, the compensation of our named executive officers;

4.To approve, on an advisory basis, the frequency of future stockholder advisory votes on the compensation of our named executive officers; and

5.To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

Our board of directors has fixed the close of business on April 18, 2022 as the record date for the Annual Meeting. Stockholders of record on April 18, 2022 are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

The accompanying proxy statement and our annual report can be accessed by visiting: www.proxyvote.com. You will be asked to enter the 16-digit control number located on your proxy card.

By order of the Board of Directors:

Amit Walia

Chief Executive Officer, and Director

Redwood City, California

April 26, 2022

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote via the Internet, telephone, or mail as soon as possible to ensure your shares are represented. For additional instructions on voting by telephone or the Internet, please refer to your proxy card. Returning the proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares at the Annual Meeting.

TABLE OF CONTENTS


GENERAL INFORMATION			1
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			8
Nominees for Director			8
Continuing Directors			9
Director Independence			11
Stockholder Agreement			11
Board Leadership Structure and Role of the Lead Independent Director			13
Board Meetings and Committees			13
Compensation Committee Interlocks and Insider Participation			15
Considerations in Evaluating Director Nominees			16
Stockholder recommendations and nominations to the Board of Directors			16
Communications with the Board of Directors			17
Corporate Governance Guidelines and Code of Business Conduct			17
Role of Board in Risk Over Process			18
Director Compensation			21
PROPOSAL NO. 1: ELECTION OF DIRECTORS			28
Nominees			28
Vote Required			28
PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			29
Fees Paid to the Independent Registered Public Accounting Firm			29
Auditor Independence			30
Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm			30
Vote Required			30
REPORT OF THE AUDIT COMMITTEE			31
PROPOSAL NO. 3: ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			32
Vote Required			32
PROPOSAL NO. 4: ADVISORY VOTE ON THE FREQUENCY OF FUTURE STOCKHOLDER ADVISORY NOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			31
Vote Required			31
EXECUTIVE OFFICERS			32
EXECUTIVE COMPENSATION			33
Compensation Discussion and Analysis			33
Compensation Committee Report			51
Summary Compensation Table for Fiscal Year 2021			52
Grants of Plan-Based Awards in 2021			54
Outstanding Equity Awards at 2021 Year-End			56
Option Exercises and Stock Vested in 2021			59
Potential Payments Upon Termination or Change in Control			60
EQUITY COMPENSATION PLAN INFORMATION			64
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			69
CERTAIN RELATIONSHIPS, RELATED PARTY AND OTHER TRANSACTIONS			69
Policies and Procedures for Related Person Transactions			73

GENERAL INFORMATION

INFORMATICA INC.

PROXY STATEMENT

FOR 2022 ANNUAL MEETING OF STOCKHOLDERS

to be held at 8:30 am Pacific Time on Tuesday, June 14, 2022

This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our board of directors for use at the 2022 annual meeting of stockholders of Informatica Inc., a Delaware corporation, and any postponements, adjournments, or continuations thereof (the “Annual Meeting”). The Annual Meeting will be held on Tuesday, June 14, 2022 at 8:30 am Pacific Time. The Annual Meeting will be conducted virtually via live audio webcast. You will be able to attend the Annual Meeting virtually by visiting www.virtualshareholdermeeting.com/INFA2022, where you will be able to listen to the meeting live, submit questions, and vote online. The Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access this proxy statement and our annual report is first being mailed on or about April 26, 2022 to all stockholders entitled to vote at the Annual Meeting. The proxy materials and our 2021 annual report can be accessed by following the instructions in the Notice.

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and references to our website address in this proxy statement are inactive textual references only.

What matters am I voting on?

You are being asked to vote on:

•the election of three Class I directors to serve until the 2025 annual meeting of stockholders and until their successors are duly elected and qualified;

•a proposal to ratify the appointment of EY as our independent registered public accounting firm for our fiscal year ending December 31, 2022;

•a proposal to approve, on an advisory basis, the compensation of our named executive officers;

•a proposal to approve, on an advisory basis, the frequency of future stockholder advisory votes on the compensation of our named executive officers; and

•any other business as may properly come before the Annual Meeting.

How does the board of directors recommend I vote on these proposals?

Our board of directors recommends a vote:

•“FOR” the election of the Class I director nominees named in this proxy statement;

•“FOR” the ratification of the appointment of EY as our independent registered public accounting firm for our fiscal year ending December 31, 2022;

•“FOR” the approval, on an advisory basis, of the compensation of our named executive officers; and

•To hold future stockholder advisory votes on the compensation of our named executive officers every one year.

How many votes are needed for approval of each proposal?

Proposal No. 1: Each director is elected by a plurality of the votes cast with respect to the election of directors at the Annual Meeting. A plurality of votes cast means that the director nominees with the greatest number of votes cast “For”, even if less than a majority, will be elected. You may (1) vote "For" the election of all of the director nominees named herein, (2) "Withhold" authority to vote for all such director nominees or (3) vote "For" all such director nominees other than any nominees with respect to whom the vote is specifically "Withheld" by indicating in the space provided on the proxy. Because the outcome of this proposal will be determined by a plurality vote, any shares not voted "For" a particular nominee, whether as a result of choosing to "Withhold" authority to vote or a broker non-vote will have no effect on the outcome of the election. For more information, see “Proposal No. 1: Election of Directors—Vote Required.”

Proposal No. 2: The ratification of the appointment of EY as our independent registered public accounting firm for our fiscal year ending December 31, 2022, requires the affirmative “For” vote of a majority of the voting power of the shares of our common stock present virtually or represented by proxy at the Annual Meeting and entitled to vote thereon to be approved. Abstentions are considered shares present and entitled to vote on this proposal, and thus, will have the same effect as a vote “Against” this proposal. Broker non-votes will have no effect on the outcome of this proposal.

Proposal No. 3: The approval, on an advisory basis, of the compensation of our named executive officers requires the affirmative vote of at least a majority of the voting power of our common stock present virtually or represented by proxy at the Annual Meeting and entitled to vote thereon to be approved. You may vote “For,” “Against,” or “Abstain” with respect to this proposal. Abstentions are considered shares present and entitled to vote on this proposal, and thus, will have the same effect as a vote “Against” this proposal. Broker non-votes will have no effect on the outcome of this proposal. Because this proposal is an advisory vote, the result will not be binding on our board of directors or our company. Our board of directors and our compensation committee will consider the outcome of the vote when determining named executive officer compensation.

Proposal No. 4: For the approval, on an advisory basis, of the frequency of future stockholder advisory votes on the compensation of our named executive officers, the frequency receiving the highest number of votes cast at the Annual Meeting by stockholders entitled to vote thereon will be considered the frequency preferred by the stockholders. If you “Abstain” from voting on this proposal, it will have no effect on the outcome. Broker non-votes also will have no effect on the outcome of this proposal. Because this proposal is an advisory vote, the result will not be binding on our board of directors or our company. Our board of directors and compensation committee will consider the outcome of the vote when determining how often we should submit to stockholders an advisory vote to approve the compensation of our named executive officers.

Who is entitled to vote?

Stockholders of record as of the close of business on April 18, 2022, the record date for the Annual Meeting, may vote at the Annual Meeting. As of the record date, there were 235,862,257 shares of our Class A common stock outstanding, 44,049,523 shares of our Class B-1 common stock outstanding and 44,049,523 shares of our Class B-2 common stock outstanding. Holders of our Class A common stock are entitled to vote on all matters described in this proxy statement for which your vote is being solicited. Holders of our Class B-1 common stock are entitled to vote on all matters described in this proxy statement for which your vote is being solicited, except for Proposal 1, the election of the three director nominees named in the proxy statement as Class I directors of the Company. Holders of Class B-2 common stock are entitled to vote only on Proposal 1, the election of the three director nominees named in the proxy statement as Class I directors of the Company. Stockholders are not permitted to cumulate votes with respect to the election of directors. Each share of Class A common stock, Class B-1 common stock and Class B-2 common stock is entitled to one vote per share. Our Class A common stock Class B-1 common stock and Class B-2 common stock are collectively referred to in this proxy statement as our “common stock.”

Registered Stockholders. If shares of our common stock are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered the stockholder of record with respect to those shares, and the Notice was provided to you directly by us. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote live at the Annual Meeting. Throughout this proxy statement, we refer to these registered stockholders as “stockholders of record.”

Street Name Stockholders. If shares of our common stock are held on your behalf in a brokerage account or by a bank or other nominee, you are considered to be the beneficial owner of shares that are held in “street name,” and the Notice was forwarded to you by your broker or nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank, or other nominee as to how to vote your shares. Beneficial owners are also invited to attend the Annual Meeting. However, since a beneficial owner is not the stockholder of record, you may not vote your shares of our common stock live at the Annual Meeting unless you follow your broker’s procedures for obtaining a legal proxy. If you request a printed copy of our proxy materials by mail, your broker, bank, or other nominee will provide a voting instruction form for you to use. Throughout this proxy statement, we refer to stockholders who hold their shares through a broker, bank, or other nominee as “street name stockholders.”

Are a certain number of shares required to be present at the Annual Meeting?

A quorum is the minimum number of shares required to be present at the Annual Meeting to properly hold an annual meeting of stockholders and conduct business under our amended and restated bylaws and Delaware law. The presence, virtually or by proxy, of a majority of the voting power of all issued and outstanding shares of our common stock entitled to vote at the Annual Meeting will constitute a quorum at the Annual Meeting. Abstentions, withhold votes, and broker non-votes are counted as shares present and entitled to vote for purposes of determining a quorum.

How do I vote?

If you are a stockholder of record, there are four ways to vote:

•by Internet prior to the Annual Meeting at www.proxyvote.com, 24 hours a day, seven days a week, until 11:59 p.m. Eastern Time on June 13, 2022 (have your Notice or proxy card in hand when you visit the website);

•by toll-free telephone at 1-800-690-6903, until 11:59 p.m. Eastern Time on June 13, 2022 (have your Notice or proxy card in hand when you call);

•by mail by completing, signing, dating and mailing your proxy card (if you received printed proxy materials) to be received before the scheduled start of the Annual Meeting; or

•by attending the Annual Meeting virtually by visiting www.virtualshareholdermeeting.com/INFA2022, where you may vote and submit questions during the meeting (please have your Notice or proxy card in hand when you visit the website).

Even if you plan to attend the Annual Meeting, we recommend that you also vote by proxy so that your vote will be counted if you later decide not to attend the Annual Meeting.

If you are a street name stockholder, you will receive voting instructions from your broker, bank, or other nominee. You must follow the voting instructions provided by your broker, bank, or other nominee in order to direct your broker, bank, or other nominee on how to vote your shares. Street name stockholders should generally be able to vote by returning a voting instruction form, or by telephone or on the Internet. However, the availability of telephone and Internet voting will depend on the voting process of your broker, bank, or other nominee. As discussed above, if you are a street name stockholder, you may not vote your shares live at the Annual Meeting unless you obtain a legal proxy from your broker, bank, or other nominee.

How may my brokerage firm or other intermediary vote my shares if I fail to provide timely directions?

Brokerage firms and other intermediaries holding shares of our common stock in street name for their customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker will generally have discretion to vote your shares on our sole “routine” matter: the proposal to ratify the appointment of EY as our independent registered public accounting firm for our fiscal year ending December 31, 2022. Your broker will not have discretion to vote on any other proposals, which are “non-routine” matters, absent direction from you (and failure to provide instructions on these matters will result in a “broker non-vote”).

Can I change my vote?

Yes. If you are a stockholder of record, you can change your vote or revoke your proxy any time before the Annual Meeting by entering a new vote by Internet or by telephone; completing and returning a later-dated proxy card; notifying the Corporate Secretary of Informatica Inc., in writing, at Informatica Inc., 2100 Seaport Boulevard, Redwood City, CA 94063; or attending and voting at the Annual Meeting (although attendance at the Annual Meeting will not, by itself, revoke a proxy). If you are a street name stockholder, your broker, bank, or other nominee can provide you with instructions on how to change your vote.

What do I need to do to attend the Annual Meeting?

You will be able to attend the Annual Meeting virtually, submit your questions during the meeting and vote your shares electronically at the meeting by visiting www.virtualshareholdermeeting.com/INFA2022. To participate in the Annual Meeting, you will need the control number included on your Notice or proxy card. The Annual Meeting webcast will begin promptly at 8:30 am Pacific Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 8:15 am Pacific Time, and you should allow ample time for the check-in procedures.

What is the effect of giving a proxy?

Proxies are solicited by and on behalf of our board of directors. Eric Brown and Bradford Lewis have been designated as proxy holders by our board of directors. When proxies are properly dated, executed, and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If the proxy is dated and signed, but no specific instructions are given, the shares will be voted in accordance with the recommendations of our board of directors as

described above. If any matters not described in this proxy statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote the shares. If the Annual Meeting is adjourned, the proxy holders can vote the shares on the new Annual Meeting date as well, unless you have properly revoked your proxy, as described above.

Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?

In accordance with the rules of the Securities and Exchange Commission (“SEC”), we have elected to furnish our proxy materials, including this proxy statement and our annual report, primarily via the Internet. The Notice containing instructions on how to access our proxy materials is first being mailed on or about April 26, 2022 to all stockholders entitled to vote at the Annual Meeting. Stockholders may request to receive all future proxy materials in printed form by mail or electronically by e-mail by following the instructions contained in the Notice. We encourage stockholders to take advantage of the availability of our proxy materials on the Internet to help reduce the environmental impact and cost of our annual meetings of stockholders.

How are proxies solicited for the Annual Meeting?

Our board of directors is soliciting proxies for use at the Annual Meeting. All expenses associated with this solicitation will be borne by us. We will reimburse brokers or other nominees for reasonable expenses that they incur in sending our proxy materials to you if a broker, bank, or other nominee holds shares of our common stock on your behalf. In addition, our directors and employees may also solicit proxies by telephone, by electronic communication, or by other means of communication. Our directors and employees will not be paid any additional compensation for soliciting proxies.

Where can I find the voting results of the Annual Meeting?

We will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we will file a Form 8-K to publish preliminary results and will provide the final results in an amendment to the Form 8-K as soon as they become available.

I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

We have adopted a procedure called “householding,” which the SEC has approved. Under this procedure, we deliver a single copy of the Notice and, if applicable, our proxy materials, to multiple stockholders who share the same address, unless we have received contrary instructions from one or more of such stockholders. This procedure reduces our printing costs, mailing costs, and fees. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly a separate copy of the Notice and, if applicable, our proxy materials, to any stockholder at a shared address to which we delivered a single copy of any of these materials. To receive a separate copy, or, if a stockholder is receiving multiple copies, to request that we only send a single copy of the Notice and, if applicable, our proxy materials, such stockholder may contact us at:

Informatica Inc.

Attention: Corporate Secretary

2100 Seaport Boulevard

Redwood City, California 94063

(650) 385-5000

Street name stockholders may contact their broker, bank, or other nominee to request information about householding.

What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?

Stockholder Proposals

Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at next year’s annual meeting of stockholders by submitting their proposals in writing to our Corporate Secretary in a timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for the 2023 annual meeting of stockholders, our Corporate Secretary must receive the written proposal at our principal executive offices not later than December 27, 2022. In addition, stockholder proposals must comply with the requirements of Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder proposals should be addressed to:

Informatica Inc.

Attention: Corporate Secretary

2100 Seaport Boulevard

Redwood City, California 94063

(650) 385-5000

Our amended and restated bylaws also establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders but do not intend for the proposal to be included in our proxy statement. Our amended and restated bylaws provide that the only business that may be conducted at an annual meeting of stockholders is business that is (i) specified in our proxy materials with respect to such annual meeting, (ii) otherwise properly brought before such annual meeting by or at the direction of our board of directors, or (iii) properly brought before such meeting by a stockholder of record entitled to vote at such annual meeting who has delivered timely written notice to our Corporate Secretary, which notice must contain the information specified in our amended and restated bylaws. To be timely for the 2023 annual meeting of stockholders, our Corporate Secretary must receive the written notice at our principal executive offices:

•not earlier than February 14, 2023; and

•not later than March 16, 2023.

In the event that we hold the 2023 annual meeting of stockholders more than 25 days before or more than 25 days after the one-year anniversary of the Annual Meeting, a notice of a stockholder proposal that is not intended to be included in our proxy statement must be received no earlier than the close of business on the 120th day before the 2023 annual meeting of stockholders and no later than the close of business on the 10th day following the day on which public announcement of the date of the 2023 annual meeting of stockholders is first made.

If a stockholder who has notified us of their intention to present a proposal at an annual meeting of stockholders does not appear to present their proposal at such annual meeting, we are not required to present the proposal for a vote at such annual meeting.

Recommendation or Nomination of Director Candidates

Holders who comply with the procedures required by our amended and restated bylaws may recommend director candidates for consideration by our nominating and corporate governance committee. Any such recommendations should include the nominee’s name and qualifications for membership on our board of directors and should be directed to our Corporate Secretary or legal department at the address set forth above. For additional information regarding stockholder recommendations for director candidates, see the section titled “Board of Directors and Corporate Governance—Stockholder Recommendations and Nominations to the Board of Directors.”

In addition, our amended and restated bylaws permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director, the stockholder must provide the information required by our amended and restated bylaws. In addition, the stockholder must give timely notice to our Corporate Secretary in accordance with our amended and restated bylaws, which, in general, require that the notice be received by our Corporate Secretary within the time periods described above under the section titled “Stockholder Proposals” for stockholder proposals that are not intended to be included in a proxy statement.

Availability of Bylaws

A copy of our amended and restated bylaws is available via the SEC’s website at http://www.sec.gov. You may also contact our Corporate Secretary at the address set forth above for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Our business affairs are managed under the direction of our board of directors. As of March 31, 2022, our board of directors consisted of ten directors, four of whom qualified as “independent” under the listing standards of the New York Stock Exchange (“NYSE”). We have a classified board of directors consisting of three classes of approximately equal size, each serving staggered three-year terms. Only one class of directors is elected at each annual meeting of stockholders, with the other classes continuing for the remainder of their respective three-year terms. Each director’s term will continue until the end of such director’s three-year term and the election and qualification of their successor, or their earlier death, resignation, or removal.

The following table sets forth the names, ages as of March 31, 2022, and certain other information for each of the directors with terms expiring at the Annual Meeting (each of whom is also a nominee for election as a director at the Annual Meeting) and for each of the continuing members of our board of directors:


Director with Term expiring at the Annual Meeting/Nominee(1)	Class	Age	Position	Director Since	Current Term Expires	Expiration of Term for Which Nominated
Amit Walia	I	50	Chief Executive Officer, and Director	2020	2022	2025
Bruce Chizen(2)	I	66	Chair	2015	2022	2025
Elizabeth Rafael(3)	I	60	Director	2021	2022	2025

Continuing Directors
Janice Chaffin(3)	II	67	Director	2019	2023
Gerald Held	II	74	Director	2008	2023
Ryan Lanpher(4)	II	37	Director	2015	2023
Austin Locke(2)(3)	II	40	Director	2019	2023
Brian Ruder(2)	III	49	Director	2015	2024
Jill Ward(4)	III	61	Director	2021	2024

(1)Table above reflects the current board of directors and respective committee appointments. Geoff McKay served on our board of directors and as a member of our compensation committee until his resignation on April 14, 2022. Mr. McKay's resignation as a director was to focus on other commitments and was not the result of any disagreements with the Company on any matter relating to the Company's operations, policies or practices. The board of directors appointed Austin Locke to serve on the compensation committee effective April 15, 2022.

(2)Member of our compensation committee.

(3)Member of our audit committee.

(4)Member of our nominating and corporate governance committee.

Nominees for Director

Amit Walia. Mr. Walia has served as our Chief Executive Officer since January 2020 and as a member of our board of directors since January 2020. Prior to serving as our Chief Executive Officer, Mr. Walia served in various roles at Informatica since October 2013, most recently as President, Products and Marketing. Mr. Walia holds a B.Tech. from the Indian Institute of Technology, Varanasi, India, and an M.B.A. from the Kellogg School of Management, Northwestern University.

Mr. Walia provides to our board of directors the perspective, experience and operational expertise in our business that he has developed as our Chief Executive Officer.

Bruce Chizen. Mr. Chizen has served as a member of our board of directors since August 2015, Mr. Chizen previously served as the Executive Chairman of our board of directors from January 2016 through October 2021, and has continued to serve as the chair of our board of directors since stepping down from his role as Executive Chairman. Mr. Chizen also served as a special advisor from August 2015 through October 2021. Mr. Chizen is currently an independent consultant and has served as a Senior Adviser to Permira Advisers LLP, a private equity firm, since July 2008, an Operating Partner for Permira Growth Opportunities since June 2018, and as a Venture Partner at Voyager Capital, a venture capital firm, since August 2009. Mr. Chizen has served on the boards of directors of Oracle Corporation, a computer technology company, since July 2008, Chargepoint Holdings, Inc., an electric vehicle infrastructure company, since December 2014 and Synopsys, Inc. an electronic design automation company, since April 2001. Mr. Chizen holds a B.S. in Health Sciences from Brooklyn College, City University of New York.

Mr. Chizen provides to our board of directors the benefits of his significant expertise in the management of complex global organizations.

Elizabeth Rafael. Ms. Rafael has served as a member of our board of directors since July 2021. Ms. Rafael was most recently the Chief Transformation Officer at GoDaddy Inc., a web hosting company, from May 2018 to November 2019. Prior to that she completed a five-year tenure at Apple as Vice President and Corporate Controller and Principal Accounting Executive, retiring in October 2012. Ms. Rafael also had a successful career at Cisco Systems, a networking technology company, where she was Vice President, Corporate Finance and served as Vice President, Corporate Controller and Principal Accounting Officer. She was the Executive Vice President, Chief Financial Officer, and Chief Administrative Officer of Aspect Communications, Inc., a communications software company; the Senior Vice-President and CFO of Escalate, Inc. and has held senior leadership positions at Silicon Graphics (SGI) and Sun Microsystems. Ms. Rafael serves on the boards of directors of Autodesk, Inc., a design software company, since March 2013; and Kinaxis, Inc., a supply chain management company, since February 2020. Ms. Rafael served on the board of directors of Proofpoint, Inc., an enterprise security technology company, from February 2021 until its acquisition by Thoma Bravo in August 2021. Ms. Rafael graduated magna cum laude from Santa Clara University with a B.S.C. degree in Accounting and sat on the Santa Clara Board of Trustees from October 2012 through 2018.

Ms. Rafael provides to our board of directors the benefits of her extensive financial experience and her experience advising technology companies.

Continuing Directors

Janice Chaffin. Ms. Chaffin has served as a member of our board of directors since October 2019. Ms. Chaffin previously served in various roles at Symantec, a cybersecurity software and services company, from May 2003 to March 2013, most recently serving as Group President, Consumer Business. Ms. Chaffin has served on the boards of directors of Synopsys, an electronic design automation company, since December 2014 and PTC, a computer software company since August 2013. Ms. Chaffin holds a B.A. in Political Science from University of California, San Diego, and an M.B.A. from UCLA where she was an Edward W. Carter Fellow.

Ms. Chaffin was selected to our board of directors because of her extensive enterprise software market experience.

Gerald Held. Dr. Held has served as a member of our board of directors since November 2008. Since January 1999, Dr. Held has been the Chief Executive Officer of Held Consulting Group, a strategic consulting firm. Dr. Held has served as a member of the board of directors of NetApp, a data management company, since December 2009, and currently serves on the boards of director for several private companies. Dr. Held holds a B.S. in Electrical Engineering from Purdue University, an M.S. in Systems Engineering from the University of Pennsylvania and a Ph.D. in Computer Science from University of California, Berkeley.

Dr. Held was selected to our board of directors because of his experience in developing, managing and advising technology organizations especially in the field of data management.

Ryan Lanpher. Mr. Lanpher has served as a member of our board of directors since August 2015. Mr. Lanpher is a Partner at Permira, which he joined in January 2009. Mr. Lanpher is currently a member of the boards of directors of various private companies. Mr. Lanpher holds a B.A. in International Studies from John Hopkins University and an M.B.A. from the Stanford Graduate School of Business.

Mr. Lanpher was selected to our board of directors because he possesses particular knowledge and expertise in technology investing.

Austin Locke. Mr. Locke has served as a member of our board of directors since December 2019. Mr. Locke is a Managing Director with CPP Investments, an asset management company, which he joined in May 2014. Mr. Locke leads the North American technology investing efforts in the Direct Private Equity group of CPP Investments. Mr. Locke holds a B.S. in Analytical Finance from Wake Forest University and an M.B.A. from the University of Chicago Booth School of Business.

Mr. Locke was selected to our board of directors because of his extensive experience with corporate finance, corporate strategy, and private equity investments, as well as his experience working with other technology and software companies.

Brian Ruder. Mr. Ruder has served as a member of our board of directors since August 2015. Mr. Ruder joined Permira in November 2008 and currently serves as co-head of Permira’s Technology investing sector, as a member of Permira’s Executive Committee, and as co-chair of the Permira VII Investment Committee. Mr. Ruder has served on the board of directors of LegalZoom, inc., an online legal technology company, since April 2014. Mr. Ruder also serves on the board of various private companies. Mr. Ruder holds a B.A. in Mathematics and Philosophy from Harvard University and an M.B.A. from Harvard Business School.

Mr. Ruder was selected to our board of directors because of his extensive financial experience and his experience advising technology companies.

Jill Ward. Ms. Ward has served on our board of directors since May 2021. From October 2018 to February 2020, Ms. Ward served as an Operating Partner of Lead Edge Capital, a growth equity investment firm. Ms. Ward has served as a member of the board of directors of Dynatrace, Inc., a software intelligence platform company, since September 2019 and as a member of the board of directors of HubSpot, Inc., a cloud-based customer relationship management (CRM) platform company, since October 2017. Ms. Ward previously served as a member of the board of directors of Carbon Black, Inc., a cloud security company, from December 2018 until its acquisition by VMware, Inc., a cloud computing and infrastructure company, in October 2019. She served as president and chief operating officer of Fleetmatics Group PLC, a SaaS fleet management company from April 2015 until its acquisition by Verizon Communications Inc., a telecommunications company, in November 2016. Ms. Ward previously served in various roles at Intuit, a financial software company, from 2001 to 2014, most recently serving as Senior Vice President and General Manager. Ms. Ward holds a B.A. from Wellesley College, and an M.B.A. from the Tuck School of Business at Dartmouth College.

Ms. Ward was selected to our board of directors due to her business experience and her overall knowledge of the technology industry.

Director Independence

Under the listing standards of the NYSE, independent directors must comprise a majority of a listed company’s board of directors. In addition, NYSE listing standards require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and corporate governance committees be independent. Under NYSE listing standards, a director will only qualify as an “independent director” if the board of directors affirmatively determines that the director has no material relationship with the company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). However, under the rules of the NYSE, a controlled company does not need its board of directors to have a majority of independent directors or to form an independent compensation or nominating and corporate governance committee. As a controlled company, we will remain subject to the rules of the NYSE, which require us to have an audit committee composed entirely of independent directors. Under these rules, assuming a three-member audit committee, we must have at least three independent directors on our audit committee within one year of the listing date. If at any time we cease to be a controlled company, we will take all action necessary to comply with the rules of the NYSE, including by appointing a majority of independent directors to our board of directors and ensuring we have a compensation committee and a nominating and corporate governance committee, each composed entirely of independent directors, subject to any permitted “phase-in” period.

Our board of directors has assessed the independence of each director. Based on information provided by each director concerning their background, employment and affiliations, our board of directors has determined that Janice Chaffin, Gerald Held, Elizabeth Rafael, and Jill Ward do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the listing standards of the NYSE. In making these determinations, our board of directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them described in the section titled “Certain Relationships and Related Party Transactions.”

Stockholder Agreement

We have entered into a stockholder agreement with investment funds or other entities affiliated with Permira Funds (“Permira”) and the Canada Pension Plan Investment Board (“CPP Investments”, together with Permira, the “Sponsors”) that governs certain nomination rights with respect to our board of directors. Under the stockholder agreement we are required to take all necessary action to cause the board of directors to include individuals designated by Permira and CPP Investments in the slate of nominees recommended by the board of directors for elections by our stockholders, as follows:

•For so long as Permira owns 20% of the aggregate shares of our Class A and Class B-1 common stock held by Permira on October 26, 2021, Permira will be entitled to designate two individuals for nomination;

•For so long as Permira owns less than 20% but at least 10% of the aggregate shares of our Class A and Class B-1 common stock held by Permira on October 26, 2021, Permira will be entitled to designate one individual for nomination;

•For so long as CPP Investments owns 20% of the aggregate shares of our Class A and Class B-1 common stock held by CPP Investments on October 26, 2021, CPP Investments will be entitled to designate two individuals for nomination;

•For so long as CPP Investments owns less than 20% but at least 10% of the aggregate shares of our Class A and Class B-1 common stock held by CPP Investments on October 26, 2021, CPP Investments will be entitled to designate one individual for nomination;

•For so long as Permira and CPP Investments together have the right to designate an aggregate of four individuals for nomination, Permira and CPP Investments will have the right to jointly designate one additional individual for nomination.

Permira and CPP Investments will also have the exclusive right to remove their respective designees and to fill vacancies created by the removal or resignation of their designees, and we are required to take all necessary action to cause such removals and fill such vacancies at the request of Permira and CPP Investments as applicable.

Board Leadership Structure

Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee. The composition and responsibilities of each of the committees of our board of directors is described below. Members will serve on these committees until their resignation or until as otherwise determined by our board of directors. All of our committees comply with all applicable requirements of the NYSE and SEC rules and regulations, as applicable. Each committee’s charter is available on our website at investors.informatica.com. The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website, and you should not consider it to be part of this proxy statement.

Pursuant to the terms of our stockholders agreement, Permira and CPP Investments each have the right to appoint a director to serve on each of our board committees (other than our audit committee), for so long as Permira or CPP Investments, as applicable, has the right to designate at least one director for nomination, subject to applicable laws and NYSE regulations.

Board Meetings and Committees

During our fiscal year ended December 31, 2021, our board of directors held 5 meetings (including regularly scheduled and special meetings). During this period, each director attended at least 75% of the aggregate of (i) the total number of meetings of our board of directors held during the period for which he or she has been a director and (ii) the total number of meetings held by all committees of our board of directors on which he or she served during the periods that he or she served. The number of meetings and attendance refers to meetings of our board of directors after the date that the Company was incorporated in June 2021.

Directors are expected to attend each meeting (and, in no event, fewer than 75% of the meetings), to invest the time and effort to understand the Company’s business and financial strategies and challenges. This Annual Meeting will be our first annual meeting of stockholders since becoming a public company. Although we do not have a formal policy regarding attendance by members of our board of directors at annual meetings of stockholders, we strongly encourage, but do not require, our directors to attend.

The composition and responsibilities of each of the committees of our board of directors is described below. Members will serve on these committees until their resignation or until as otherwise determined by our board of directors.

Audit Committee

Our audit committee consists of Elizabeth Rafael, Janice Chaffin and Austin Locke, with Elizabeth Rafael serving as Chair. Elizabeth Rafael and Janice Chaffin meet the requirements for independence under the listing standards of the SEC rules and regulations. Each member of our audit committee also meets the financial literacy and sophistication requirements of the listing standards of the NYSE. In addition, our board of directors has determined that Elizabeth Rafael is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act of 1933, as amended (“Securities Act”). Our audit committee is responsible for, among other things:

•selecting a qualified firm to serve as the independent registered public accounting firm to audit our consolidated financial statements;

•helping to ensure the independence and overseeing performance of the independent registered public accounting firm;

• reviewing and discussing the scope and results of audits with the independent registered public accounting firm, and reviewing, with management and the independent registered public accounting firm, our interim and year-end operating results;

• reviewing our financial statements and our critical accounting policies and estimates;

• reviewing the adequacy and effectiveness of our internal controls;

• developing procedures for employees to submit concerns anonymously about questionable accounting, internal accounting controls or audit matters;

• overseeing our policies on risk assessment and risk management;

• overseeing compliance with our code of business conduct and ethics;

• reviewing related party transactions; and

• pre-approving all audit and all permissible non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting firm.

No member of our audit committee may serve on the audit committee of more than three public companies, including Informatica, unless our board of directors determines that such simultaneous service would not impair the ability of such member to effectively serve on our audit committee and we disclose such determination in accordance with the listing standards of the NYSE. Our board of directors considered Ms. Rafael’s simultaneous service on the audit committees of Informatica and three other public companies during 2021 and determined that such simultaneous service did not impair her ability to effectively serve as a member and chairperson of our audit committee.

Our audit committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of the NYSE. A copy of the charter for our audit committee is available on our website at investors.informatica.com. During 2021, our audit committee held 2 meetings following the incorporation of the Company in June 2021.

Compensation Committee

Our compensation committee consists of Brian Ruder, Bruce Chizen and Austin Locke with Brian Ruder serving as Chair. Geoff McKay served on our compensation committee until his resignation from our board of directors on April 14, 2022. Mr. Locke was appointed to our compensation committee effective April 15, 2022. Our compensation committee is responsible for, among other things:

• reviewing and approving or recommending for approval to our board of directors the compensation of our CEO;

• in consultation with the CEO, review at least annually and approve or recommend for approval to the board of directors, the compensation of our executive officers other than the CEO;

• administering our equity compensation plans;

• reviewing and approving and making recommendations to our board of directors regarding incentive compensation and equity compensation plans;

• establishing and reviewing general policies relating to compensation and benefits of our employees; and

• making recommendations regarding non-employee director compensation to our full board of directors

Our compensation committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of the NYSE. A copy of the charter for our compensation committee is available on our website at investors.informatica.com. During 2021, our compensation committee held 6 meetings following the incorporation of the Company in June 2021.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee consists of Jill Ward and Ryan Lanpher, with Jill Ward serving as Chair. Our nominating and corporate governance committee is responsible for, among other things:

•identifying, evaluating and selecting, or making recommendations to our board of directors regarding, nominees for election to our board of directors and its committees;

•evaluating the performance of our board of directors and of individual directors;

• considering and making recommendations to our board of directors regarding the composition of our board of directors and its committees;

• reviewing developments in corporate governance practices;

• evaluating the adequacy of our corporate governance practices and reporting;

• developing and making recommendations to our board of directors regarding corporate governance guidelines and matters;

• contributing to succession planning; and

• reviewing actual and potential conflicts of interest of our directors and officers other than related party transactions reviewed by our audit committee.

Our nominating and corporate governance committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of the NYSE. A copy of the charter for our nominating and corporate governance committee is available on our website at investors.informatica.com. Our nominating and corporate governance committee did not hold meetings during 2021.

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committee is or has been an officer or employee of our company. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity that has one or more executive officers serving on our board of directors or compensation committee.

Considerations in Evaluating Director Nominees

Our nominating and corporate governance committee is responsible for reviewing with the board of directors the appropriate characteristics, skills, and experience required for the board of directors as a whole and its individual members. Our nominating and corporate governance committee uses a variety of methods to identify and evaluate director nominees. Some of the qualifications that our nominating and corporate governance committee considers include, without limitation, character, professional ethics and integrity, judgment, business acumen, proven achievement and competence in one’s field, the ability to exercise sound business judgment, tenure on the board of directors and skills that are complementary to the board of directors, an understanding of the Company’s business, an understanding of the responsibilities that are required of a member of the board of directors, other time commitments, diversity with respect to professional background, education, race, ethnicity, gender, age and geography, as well as other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on the board or directors and the current composition, organization and governance of the board of directors and its committees.

Our board of directors believes that our board of directors should be a diverse body, and our nominating and corporate governance committee considers a broad range of backgrounds and experiences. In making determinations regarding nominations of directors, our nominating and corporate governance committee may take into account the benefits of diverse viewpoints.

Our nominating and corporate governance committee also considers the above and other factors as it oversees the annual board of director and committee evaluations. After completing its review and evaluation of director candidates, including incumbent directors, our nominating and corporate governance committee recommends to our full board of directors the director nominees for selection.

Stockholder Recommendations and Nominations to the Board of Directors

Our nominating and corporate governance committee will consider director candidates recommended by stockholders so long as such recommendations comply with our amended and restated certificate of incorporation, amended and restated bylaws, and applicable laws, rules and regulations, including those promulgated by the SEC. Our nominating and corporate governance committee will evaluate such recommendations in accordance with its charter, our amended and restated bylaws and our policies and procedures for director candidates, as well as the regular director nominee criteria described above. This process is designed to ensure that our board of directors includes members with diverse backgrounds, skills, and experience, including appropriate financial and other expertise relevant to our business. Eligible stockholders wishing to recommend a candidate for nomination should direct the recommendation in writing by letter us, attention of the Corporate Secretary, at 2100 Seaport Boulevard, Redwood City, CA 94063. Such recommendations must include the candidate’s name, age, business address, residence address and principal occupation or employment; the class and number of shares of the Company that are held of record or are beneficially owned by such person; such person’s written consent to being named in such stockholder’s proxy statement as a nominee of such stockholder and to serving as a director of the Company if elected; and any other information required by our amended and restated bylaws.

To be timely for the 2023 annual meeting of stockholders, nominations must be received by our Corporate Secretary observing the same deadlines for stockholder proposals discussed above under “What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?—Stockholder Proposals.”

Communications with the Board of Directors

Interested parties wishing to communicate with non-management members of our board of directors may do so by writing and mailing the correspondence to our Chief Legal Officer, Chief Financial Officer or Legal Department at Informatica Inc. 2100 Seaport Boulevard, Redwood City, CA 94063. Each communication should set forth (i) the name and address of the stockholder, as it appears on our books, and if the shares of our common stock are held by a broker, bank or nominee, the name and address of the beneficial owner of such shares, and (ii) the class and number of shares of our common stock that are owned of record by the record holder and beneficially by the beneficial owner.

The Company’s Chief Legal Officer, Chief Financial Officer or Legal Department, in consultation with appropriate directors as necessary, will review all incoming communications and screen for communications that (i) are solicitations for products and services, (ii) relate to matters of a personal nature not relevant for the Company’s stockholders to act on or for the board of directors to consider and (iii) matters that are of a type that render them improper or irrelevant to the functioning of the board of directors or the Company, including without limitation, mass mailings, product complaints or inquiries, job inquiries, business solicitations and patently offensive or otherwise inappropriate material. If appropriate, the Company’s Chief Legal Officer, Chief Financial Officer or Legal Department will route such communications to the appropriate director(s) or, if none is specified, to the chairperson of the board of

directors or the lead independent director (if one is appointed) if the chairperson of the board is not independent.

The Company’s Chief Legal Officer, Chief Financial Officer, or Legal Department may decide in the exercise of their judgement whether a response to any communication is necessary and shall provide a report to the nominating and corporate governance committee on a quarterly basis of any communications received to which the Chief Legal Officer, Chief Financial Officer or Legal Department has responded.

These policies and procedures for communications with the non-management directors are administered by the nominating and corporate governance committee. These policies and procedures do not apply to (i) communications to directors from officers or directors of the Company who are stockholders or (ii) stockholder proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are discussed further in the section titled “What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?—Stockholder Proposals” described above in this proxy statement.

Corporate Governance Guidelines and Code of Business Conduct

Our board of directors has adopted Corporate Governance Guidelines that address items such as the qualifications and responsibilities of our directors and director candidates, including independence standards, and corporate governance policies and standards applicable to us in general. In addition, our board of directors has adopted a Code of Business Conduct that applies to all of our employees, officers and directors, including our chief executive officer, chief financial officer, and other executive and senior financial officers. The full text of our Corporate Governance Guidelines and our Code of Business Conduct is posted on our website at investors.informatica.com. We will disclose any amendments to our Code of Business Conduct or any waivers of the requirements of our Code of Business Conduct for directors and executive officers on the same website or in filings under the Exchange Act.

Sustainability and Corporate Citizenship

Our board of directors and executive management recognize the importance of operating with sustainability and corporate responsibility in mind and in our actions. While the operations of a software company might not have a large environmental impact, we have many great opportunities to advance a variety of sustainability and corporate responsibility goals to support our long-term business growth, value creation and communities worldwide. With our commitment to corporate citizenship woven into our corporate culture, we are on a clear path to continuously enhance our contribution to sustainable development for the benefit of all of our stakeholders.

Diversity, Equity and Inclusion

We have a well-developed corporate culture that celebrates and promotes the building of a diverse and inclusive workforce. Our Inclusion, Diversity, Equality and Belonging (IDEB) program is strongly supported by our board of directors, CEO and the rest of executive management. We view this as a journey together to constantly build an empathetic and inclusive environment. We also view this as a daily commitment by each employee and partner to actively look for ways to incorporate our IDEB values in every aspect of our work.

Our IDEB Steering Committee helps drive our IDEB goals and strategies throughout the Company. We also have a variety of internal Communities of Belonging that help champion continual positive change in specific functions and localities, as well as cross-functional Employee Inclusion Groups that are dedicated to the realization of our IDEB goals and outcomes. Our progress in these areas is reported to the Company’s executive committee and its board of directors. The gender diversity of our board of

directors, comprising of 30% women, is also a reflection of the value we place on having a diversity of backgrounds and experiences at every level.

Our new employees learn about IDEB from our onboarding teams and are impressed by its importance to our culture and the role that each employee plays. Managers and others receive ongoing training to uphold these principles. Our IDEB newsletters help reinforce and sustain progress in maintaining our IDEB values. We also have regular Awareness, Allyship and Action forums where employees across all functions and geographies create safe spaces to talk about a variety of pertinent subjects at work and outside of work. Our regular cultural celebrations are highly visible in the Company and are an important source for the appreciation of our differences and for learning about each other.

Data Privacy and Data Security

As a global leader in data management, we are keenly aware of the need to manage risks relating to the collection, storage, transmission and use of proprietary information and personal data in our own operations and to support our customers’ responsible handling and use of data.

To succeed in our business and fulfill our corporate values, we are focused on trustworthiness in our protection of information and in how we use information that is available to us. One example of this commitment is our specialized, multi-disciplinary team that oversees our information security and privacy practices. Our Global Security Office (GSO) supports every aspect of our business and offers a range of services to help ensure the security of our information and technology resources. Our Chief Privacy Officer, as part of our legal team, works to ensure our compliance with privacy laws and contractual commitments globally. These two teams working together provide specific internal support and leadership for privacy protection, product security, data governance, managing privacy regulation and security concerns, business continuity and disaster recovery, enterprise security risk and supplier trust.

With oversight and guidance provided by top management and cross-functional leadership teams, our management of information security and privacy continually refines our practices to address emerging security risks, changes in privacy regulations and stakeholder expectations. This is backed by regular training to support compliance with our information security and privacy policies, which are also regularly reviewed and updated.

Energy Management

We value energy efficiency and recognize the importance of addressing climate change. We utilize a variety of state-of-the-art technologies to reduce our power consumption and to maintain efficient environmental controls in the headquarters buildings that we own.

Our regular vendor assessments include a review of higher-risk suppliers, particularly for our leased data centers, whose energy usage may be an important aspect in the supply of their products or services.

When we select or improve office space, we focus on ensuring not only that we have facilities that meet our operational needs, but also that appropriately manage our impact on the environment as we take into account the local and global benefits of following green building principles. These values are an integral part of our facilities management, and our larger sites benefit from the control that we can exercise in implementing our goals.

Business Ethics

We are proud of the culture of compliance, ethics and integrity that we have established. We are committed to maintaining the highest level of professional and ethical standards in the conduct of our business around the world. We also greatly appreciate that our reputation for integrity and fair dealing is an important component of our success and the personal satisfaction of our employees and our customers. This includes our dedication to fair competition and fair business practices.

We see our compliance with international and domestic anti-corruption laws to be a floor, not a ceiling, for our business ethics. In addition to our internal compliance and ethics training and reviews, we have procedures for conducting due diligence on our partners, suppliers and other third parties that can present a risk to our business ethics standards. Our whistleblower policies and procedures encourage transparency, facilitate confidentiality, and provide multiple avenues for employees and non-employees to submit concerns that may impact our integrity.

The practice of our business ethics is well-supported by our Corporate Compliance Programs Committee which is comprised of a cross-functional group of senior executives and managers who meet regularly to review a broad range of business ethics and compliance initiatives to ensure continuous improvement. This includes reviews of policies, training programs, reported concerns, and support in identifying opportunities for remediation. Our culture of business ethics is also reinforced by our ethical tone-at-the-top through clear policies such as our Code of Business Conduct, regular compliance training for our employees, clear messaging from our executives, enforcement of company policies and oversight by our board of directors.

Volunteering and Youth Education

We support youth education and give back to communities. Our internship programs support a variety of educational opportunities. We recruit from local schools and run a wide variety of giving and community support programs, including global hunger relief drives, fundraisers and disaster relief efforts. Our corporate community feels the importance of being active supporters of the people around us – to be involved and to stay involved.

For example, we are especially proud of our sustained dedication to our Informatica Next 25 initiative in which we are helping 25 middle school students prepare for careers in science, technology, engineering and math. To mark our 25th year in business, in 2018 we partnered with The Public Education Foundation (PEF) to select 25 underrepresented students to help in their educational achievement from middle school through high school graduation with academic support, one-on-one student engagement, family involvement, and other activities to help inspire their development and close any opportunity and access gaps. The Informatica Next 25 initiative is part of our commitment to be a responsible member of communities globally.

Role of Board in Risk Oversight Process

Risk is inherent with every business, and we face a number of risks, including strategic, financial, business and operational, legal and compliance, and reputational, in the pursuit and achievement of our strategic objectives. We have designed and implemented processes to manage risk in our operations. Management is responsible for the day-to-day oversight and management of strategic, operational, legal and compliance, cybersecurity, and financial risks, while our board of directors, as a whole and assisted by its committees, has responsibility for the oversight of our risk management framework, which is designed to identify, assess, and manage risks to which our company is exposed, as well as to foster a corporate culture of integrity. Consistent with this approach, our board of directors regularly reviews our strategic and operational risks in the context of discussions with management, question and answer sessions, and reports from the management team at each regular board meeting. Our board of directors also receives regular reports on all significant committee activities at each regular board meeting and evaluates the risks inherent in significant transactions.

In addition, our board of directors has tasked designated standing committees with oversight of certain categories of risk management. Our audit committee assists our board of directors in fulfilling its oversight responsibilities with respect to risk management in the areas of internal control over financial reporting and disclosure controls and procedures, legal and regulatory compliance. Our audit committee also, among other things, discusses with management, the internal auditors, and the independent auditor guidelines and policies with respect to risk assessment and risk management, as well as potential conflicts of interest. The audit committee further oversees our initiatives related to cybersecurity, including

prevention and monitoring. Our compensation committee assesses risks arising from our compensation philosophy and practices applicable to all employees to determine whether they encourage excessive risk-taking and evaluates policies and practices that could mitigate such risks. Our nominating and corporate governance committee assesses risks relating to our corporate governance practices and the independence of the board.

Our board of director believes its current leadership structure supports the risk oversight function of the board.

Director Compensation

In October 2021, our board of directors adopted, and our stockholders approved, an Outside Director Compensation Policy (the “Director Compensation Policy”) for our non-employee directors that became effective on the date of the effectiveness of our registration statement filed in connection with our initial public offering. The Director Compensation Policy was developed with input from our independent compensation consultant, Compensia, regarding practices and compensation levels at the same group of peer companies used for executive compensation comparisons and is intended to attract, retain, and reward non-employee directors. Additional information on the peer group can be found in the section titled “Executive Compensation—Compensation Discussion & Analysis—Executive Compensation Elements—Role of Peer Group and Market Data.”

Under the Director Compensation Policy, each non-employee director will receive the cash and equity compensation for board services described below. We also will reimburse our non-employee directors, including the non-compensated directors, for reasonable, customary, and documented travel expenses to meetings of our board of directors or its committee and other expenses.

Maximum Annual Compensation Limit

The Director Compensation Policy provides that in any fiscal year, a non-employee director may be paid cash compensation and granted equity awards with an aggregate value of no more than $750,000 (with the value of equity awards based on its grant date fair value determined in accordance with U.S. generally accepted accounting principles (“GAAP”) for purposes of this limit), with such limit increased to $1,000,000 in the fiscal year of his or her initial service as a non-employee director. Equity awards granted or other compensation provided to a non-employee director for services as consultant (other than a non-employee director) or as executive chair of the board of directors will not count toward this annual limit.

Non-Compensated Director

Under the Director Compensation Policy, any non-compensated director will not receive any cash compensation or equity awards. A non-compensated director generally means any individual who is a current employee or general partner of an entity or institutional stockholder that holds (or serves as the adviser to the entity that holds) at least 2% of the outstanding shares of capital stock of the Company calculated on a fully diluted basis. A non-employee director who is not classified as a non-compensated director will become a non-compensated director by virtue of the entity or institutional stockholder for which the non-employee director is a current employee or general partner becoming a major investor. A non-compensated director will no longer be classified as a non-compensated director only in the event that (i) the applicable entity or institutional stockholder ceases to be a major investor and (ii) on or after the date that the event in subclause (i) occurs, either (A) the director offers to resign and the board of directors rejects such resignation or (B) the director is reelected as a director by the Company’s stockholders. In addition, any executive chair of the board of directors will not receive any cash compensation or equity awards under our Director Compensation Policy while serving in such role.

Cash Compensation

Under our Director Compensation Policy, each non-employee director is paid an annual cash retainer of $55,000, which is paid quarterly in arrears on a prorated basis.

Under the policy, each non-employee director will be eligible to earn additional annual cash compensation for their additional services as follows:

•$100,000 per year for service as board chair;

•$25,000 per year for service as a chair of the audit committee;

•$12,500 per year for service as member of the audit committee;

•$20,000 per year for service as chair of the compensation committee;

•$10,000 per year for service as a member of the compensation committee;

•$15,000 per year for service as chair of the nominating and corporate governance committee; and

•$7,500 per year for service as a member of the nominating and corporate governance committee.

For clarity, there are no per-meeting fees for attending board of directors or committee meetings. Cash compensation is paid quarterly in arrears on a prorated basis.

Equity Compensation

Initial Award. Pursuant to the Director Compensation Policy, each person who first becomes a non-employee director will receive, on the first trading day on or after the date that the person first becomes a non-employee director, an initial award of restricted stock units (the “Initial Award”). The Initial Award will cover a number of shares of our Class A common stock having a value of $450,000 (rounded down to the nearest whole share), with “value” meaning the fair market value of the shares subject to an Initial Award (as determined in accordance with our 2021 Equity Incentive Plan on the date of grant. The Initial Award will be scheduled to vest in equal annual installments on each of the first three anniversaries of the Initial Award’s date of grant, subject to continued services to us through the applicable vesting dates. If the person was a member of our board of directors and also an employee, then becoming a non-employee director due to termination of employment will not entitle the person to an Initial Award.

Annual Award. Each non-employee director automatically will receive, on the first trading day immediately after the date of each annual meeting of our stockholders, an annual award of restricted stock units (the “Annual Award”), except that, if an individual began service as a non-employee director less than six months prior to the date of such annual meeting, then such individual will not be eligible for an Annual Award with respect to such annual meeting. The Annual Award will cover a number of shares of our Class A common stock having a value of $225,000, or with respect to our Board Chair, a value of $325,000 (rounded down to the nearest whole share), with “value” meaning the fair market value of the shares subject to an Annual Award (as determined in accordance with our 2021 Equity Incentive Plan) on the date of grant. Each Annual Award will be scheduled to vest as to all of the shares of our Class A common stock subject to such award on the earlier of (i) the one-year anniversary of the Annual Award’s grant date or (ii) the date of the next annual meeting following the grant date of the Annual Award, subject to continued services to us through the applicable vesting date.

IPO Awards. On the third trading day immediately following the effective date of our registration statement related to our IPO, each non-employee director received an IPO award of restricted stock units (the “IPO Award”). The IPO Award covered a number of shares of our Class A common stock having a value of $225,000, or 7,585 shares, or with respect to our Board Chair, a value of $283,333 (rounded down to the nearest whole share), or 9,552 shares, with “value” meaning the fair market value of the shares subject to an IPO Award (as determined in accordance with our 2021 Equity Incentive Plan) on the date of grant. Each IPO Award will be scheduled to vest as to all of the shares of our Class A common stock subject to such award on the earlier of (i) the one-year anniversary of the IPO Award’s grant date or (ii) the date of the next annual meeting following the grant date of the IPO Award, subject to continued services to us through the applicable vesting date

Change in Control. In the event of our change in control (as defined in our 2021 Equity Incentive Plan), each non-employee director’s then outstanding equity awards covering shares of our common stock that were granted to him or her while a non-employee director will accelerate vesting in full, provided that he or she remains a non-employee director through the date of our change in control.

Other Award Terms. Each Initial Award, Annual Award, and IPO Award, will be granted under our 2021 Equity Incentive Plan (or its successor plan, as applicable) and form of award agreement under such plan.

Director Compensation Table for Fiscal Year 2021

The following table provides information regarding compensation of our non-executive officer directors for service as directors, for the year ended December 31, 2021. Directors who are also our employees receive no additional compensation for their service as directors. During 2021, our employee director, Mr. Walia, did not receive any compensation for his services as a director. See “Executive Compensation” for additional information regarding Mr. Walia’s compensation.


Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)	Option Awards ($)(3)	Total ($)
Bruce Chizen(4)	953,816	283,312	—	1,237,128
Janice Chaffin	135,428	224,971	—	360,399
Gerald Held	215,557	224,971	—	440,528
Ryan Lanpher	—	—	—	—
Austin Locke	—	—	—	—
Geoff McKay(5)	—	—	—	—
Elizabeth Rafael	33,532	224,971	358,360	616,863
Brian Ruder	—	—	—	—
Jill Ward	31,966	224,971	376,470	633,407

______________

(1)Represents a full year of the board of directors and committee chair cash compensation for Bruce Chizen, Janice Chaffin and Gerald Held and a partial year for Jill Ward, who joined the board of directors in May 2021 and Elizabeth Rafael, who joined the board of directors in July 2021.

(2)The amounts reported represent the aggregate grant-date fair value of the RSUs awarded to the director in 2021, calculated in accordance with ASU No. 2016 09 “Compensation—Stock Compensation (Topic 718)” (“ASC 718”), disregarding forfeiture assumptions. These amounts do not reflect the actual economic value that may be realized by the non-executive officer directors, and there can be no assurance that these amounts will ever be realized by the non-executive officer directors. The assumptions used in calculating the grant date fair value of the equity rewards reported in this column are set forth in the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021.

(3)The amounts reported represent the aggregate grant-date fair value of the stock option awards awarded to the director in 2021, calculated in accordance with ASC 718, disregarding forfeiture assumptions. These amounts do not reflect the actual economic value that may be realized by the non-executive officer directors, and there can be no assurance that these amounts will ever be realized by the non-executive officer directors. The assumptions used in calculating the grant date fair value of the equity rewards reported in this column are set forth in the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021.

(4)In 2015, we entered into a board service agreement with Bruce Chizen as Executive Chairman of our board of directors. The agreement provided for an annual retainer of $525,000, and a target cash bonus opportunity of 115% of his annual retainer. For 2021, Mr. Chizen received a cash bonus of $494,592 as a pro rata amount of the target bonus amount in 2021. The board service agreement terminated upon the completion of the IPO.

(5)Mr. McKay resigned from our board of directors effective April 14, 2022.

The following table lists all outstanding equity awards held by our non-executive officer directors as of December 31, 2021:


		Option Awards					Stock Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)	Number of Securities Underlying Unexercised Unearned Options Unexercisable (#)	Option Exercise Price per Share ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Bruce Chizen	11/1/2015	23,863	—	—	8.70	10/31/2025	—	—	—	—
	11/1/2015	130,000	—	—	10.00	10/31/2025	—	—	—	—
	11/1/2015	17,727	—	—	10.00	10/31/2025	—	—	—	—
	11/1/2015	175,000	—	—	8.70	10/31/2025	—	—	—	—
	1/24/2017(1)	—	—	198,863	8.70	1/23/2027	—	—	—	—
	3/1/2018(1)	—	—	56,818	8.70	2/29/2028	—	—	—	—
	3/1/2018	33,144	—	—	10.00	2/29/2028	—	—	—	—
	10/29/2021(2)	—	—	—	—	10/28/2031	9,552	283,312	—	—
Janice Chaffin	10/9/2019(3)	21,277	21,276	—	13.90	10/8/2029	—	—	—	—
	10/29/2021(2)	—	—	—	—	10/28/2031	7,585	224,971	—	—
Gerald Held	11/1/2015	55,319	—	—	10.00	10/31/2025	—	—	—	—
	11/1/2015	14,893	—	—	8.70	10/31/2025	—	—	—	—
	2/5/2016	82,978	—	—	10.00	2/3/2026	—	—	—	—
	2/5/2016	22,340	—	—	8.70	2/3/2026	—	—	—	—
	1/24/2017(1)	—	—	37,234	8.70	1/23/2027	—	—	—	—
	3/1/2018	5,319	—	—	10.00	2/29/2028	—	—	—	—
	3/1/2018(1)	—	—	5,319	8.70	2/29/2028	—	—	—	—
	5/12/2020(4)	8,718	6,282	—	20.00	5/11/2030	—	—	—	—
	10/29/2021(2)	—	—	—	—	10/28/2031	7,585	224,971	—	—
Ryan Lanpher	—	—	—	—	—	—	—	—	—	—
Austin Locke	—	—	—	—	—	—	—	—	—	—
Geoff McKay(5)	—	—	—	—	—	—	—	—	—	—
Elizabeth Rafael	7/9/2021(6)	—	50,000	—	23.00	7/8/2031	—	—	—	—
	10/29/2021(2)	—	—	—	—	10/28/2031	7,585	224,971	—	—
Brian Ruder	—	—	—	—	—	—	—	—	—	—
Jill Ward	5/28/2021(7)	—	50,000	—	20.00	5/27/2031	—	—	—	—
	10/29/2021(2)	—	—	—	—	10/28/2031	7,585	224,971	—	—

_______________

(1)Equity awards vest upon achievement of certain Multiple on Invested Capital (MOIC) thresholds, which are calculated by dividing the cash return to our Sponsors by their investment in us, and/or upon the satisfaction of market conditions in connection with achieving a certain per share price in any one or more exit events. Such MOIC thresholds include (i) a change in control in which the purchase price received by our Sponsors would be at least $37.50 per share, or (ii) the date that the trailing 60-trading day volume weighted average price per share is at least $37.50. In the event of a sale by our Sponsors in which the Sponsor sellers receive a per share price of at least $37.50, the awards would be eligible for vesting in the same portion as the proportion of such Sponsors’ sold shares in comparison to their aggregate share ownership. On February 23, 2022, our compensation committee certified partial achievement (77%) of the performance goal for these options based on the offering price in our initial public offering. Our compensation committee amended the performance options so that 77% of the shares underlying the options would be eligible to vest over a three-year period following our initial public offering, of which 33% shall vest on October 27, 2022, and 8.375% shall vest quarterly thereafter. Vesting requires that the grantee remains in continuous service through each vesting date.

(2)This equity award will vest upon the earlier of October 29, 2022 or the Company’s next annual meeting of the stockholders, subject to the recipient remaining in continuous service through each vesting date.

(3)This equity award vests over a period of four years, of which 10,638 options vested on November 1, 2020 and 1/12 of the remaining options vest on each quarterly anniversary thereafter, subject to Ms. Chaffin remaining in continuous service through each vesting date.

(4)This equity award vests over a period of three years, of which 4,950 options vested on March 1, 2021 and 1/8 of the remaining options vest on each quarterly anniversary thereafter, subject to Mr. Held remaining in continuous service through each vesting date.

(5)Mr. McKay resigned from our board of directors effective April 14, 2022.

(6)This equity award vests over a period of three years, of which 15,000 options will vest on July 9, 2022 and 1/8 of the remaining options vest on each quarterly anniversary thereafter, subject to Ms. Rafael remaining in continuous service through each vesting date.

(7)This equity award vests over a period of three years, of which 15,000 options will vest on May 28, 2022 and 1/8 of the remaining options vest on each quarterly anniversary thereafter, subject to Ms. Ward remaining in continuous service through each vesting date.

PROPOSAL NO. 1: ELECTION OF DIRECTORS

Our board of directors is currently composed of ten members. We have a classified board of directors consisting of three classes of approximately equal size, each serving staggered three-year terms. Bruce Chizen, Elizabeth Rafael and Amit Walia currently serve as our Class I directors and are standing for re-election at the Annual Meeting.

At each annual meeting of stockholders, directors of our board of directors will be elected to hold office until the expiration of the term for which they are elected and until their successors have been duly elected and qualified or until their earlier death, resignation, or removal; except that if any such election shall not be so held, such election shall take place at a stockholders’ meeting called and held in accordance with the Delaware General Corporation Law.

Nominees

Our nominating and corporate governance committee has recommended, and our board of directors has approved, Bruce Chizen, Elizabeth Rafael and Amit Walia as nominees for election as directors at the Annual Meeting. If elected, each of Mr. Chizen, Ms. Rafael, and Mr. Walia will serve as directors until the 2025 annual meeting of stockholders and until his or her successor is duly elected and qualified. Mr. Chizen, Ms. Rafael and Mr. Walia are currently directors of our company. For information concerning the relevant experiences, qualifications, attributes, and skills of the nominee that led our board of directors to recommend that person as a nominee for director, please see the section titled “Board of Directors and Corporate Governance.” Each of Mr. Chizen, Ms. Rafael and Mr. Walia has consented to being named as a nominee in the proxy statement and to continue to serve as a director, if elected; however, in the event that a director nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee designated by our board of directors to fill such vacancy.

If you are a stockholder of record and you sign your proxy card or vote by telephone or over the Internet but do not give instructions with respect to the voting of directors, your shares will be voted “FOR” the election of Mr. Chizen, Ms. Rafael and Mr. Walia. If you are a street name stockholder and you do not give voting instructions to your broker or nominee, your broker will leave your shares unvoted on this matter.

Vote Required

Each director is elected by a plurality of the votes cast with respect to the election of directors at the Annual Meeting. A plurality of votes cast means that the director nominees with the greatest number of votes cast “For”, even if less than a majority, will be elected. Because the outcomes of this proposal will be determined by a plurality vote, any shares not voted "For" a particular nominee, whether as a result of choosing to "Withhold" authority to vote or a broker non-vote, will have no effect on the outcome of this election. Only holders of Class A common stock and Class B-2 common stock are entitled to vote on this Proposal 1. Holders of Class B-1 common stock are not entitled to vote on this Proposal 1. Each share of Class A and Class B-2 common stock is entitled to one vote per share. Holders of Class A common stock and Class B-2 common stock may vote “For” the election of all of the director nominees, "Withhold" authority to vote for all such director nominees or vote "For" the election of all such director nominees other than any nominees with respect to whom the vote is specifically "Withheld" by indicating in the space provided on the proxy.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE NOMINEES NAMED ABOVE.

PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our audit committee has appointed EY, an independent registered public accounting firm, to audit our consolidated financial statements for our fiscal year ending December 31, 2022. EY has served as the Company’s independent registered public accounting firm since its formation in 2021, and served as the independent registered public accounting firm for Ithacalux Topco S.C.A. during the previous period in 2021 and 2020.

At the Annual Meeting, our stockholders are being asked to ratify the appointment of EY as our independent registered public accounting firm for our fiscal year ending December 31, 2022. Our audit committee is submitting the appointment of EY to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. Notwithstanding the appointment of EY, and even if our stockholders ratify the appointment, our audit committee, in its discretion, may appoint another independent registered public accounting firm at any time during our fiscal year if our audit committee believes that such a change would be in the best interests of our company and our stockholders. If our stockholders do not ratify the appointment of EY, our board of directors may reconsider the appointment. Representatives of EY will be present at the Annual Meeting, and they will have an opportunity to make a statement and will be available to respond to appropriate questions from our stockholders.

Fees Paid to the Independent Registered Public Accounting Firm

The following table presents fees (in thousands) for professional audit services and other services rendered to our Company and to Ithacalux Topco S.C.A. by EY for our fiscal years ended December 31, 2020 and 2021.


	2020		2021
Audit Fees(1)	$	2,285	$	6,929
Audit-Related Fees(2)	13		—
Tax Fees(3)	279		359
All Other Fees(4)	6		5
Total Fees	$	2,583	$	7,293

(1)Consists of fees billed for professional services rendered in connection with the audit of our consolidated financial statements and reviews of our unaudited quarterly consolidated financial statements. This category includes $4.1 million in fees for services incurred in connection with our initial public offering in 2021.

(2)Consists of assurance and related services provided by EY that were related to the performance of the audit or review of our consolidated financial statements and which are not reported above under “Audit Fees”.

(3)Consists of fees for professional services for tax compliance.

(4)Consists of aggregate fees billed for services provided by the independent registered public accounting firm other than those disclosed above which relate to accounting advisory services.

Auditor Independence

In our fiscal year ended December 31, 2021, there were no other professional services provided by EY other than those listed above, that would have required our audit committee to consider their compatibility with maintaining the independence of EY.

Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Our audit committee has established a policy governing our use of the services of our independent registered public accounting firm. Under this policy, our audit committee is required to pre-approve all services performed by our independent registered public accounting firm in order to ensure that the provision of such services does not impair their independence. All services provided by EY for our fiscal year ended December 31, 2020 and 2021 were pre-approved by our audit committee (prior to adoption of our pre-approval policy). Following adoption of our pre-approval policy in August 2021, all services provided by EY will be pre-approved by our audit committee in accordance with the policy.

Vote Required

The ratification of the appointment of EY as our independent registered public accounting firm for our fiscal year ending December 31, 2022 requires the affirmative vote of a majority of the voting power of the shares of our common stock present virtually or by proxy at the Annual Meeting and entitled to vote thereon. Only holders of Class A and Class B-1 common stock are entitled to vote on this Proposal 2. Each share of Class A and Class B-1 common stock is entitled to one vote per share. Holders of Class B-2 common stock are not entitled to vote on this Proposal 2. Abstentions will have the effect of a vote against this proposal, and broker non-votes will have no effect.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF EY AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

REPORT OF THE AUDIT COMMITTEE

The audit committee of Informatica is a committee of the board of directors that meets the requirements the listing standards of the New York Stock Exchange and the rules and regulations of the SEC, in reliance on the exemptions provided to “controlled companies”. The composition of the audit committee, the attributes of its members and the responsibilities of the audit committee, as reflected in its charter, are intended to be in accordance with applicable requirements. With respect to Informatica’s financial reporting processes, Informatica’s management is responsible for (1) establishing and maintaining internal controls and (2) preparing Informatica’s consolidated financial statements. Informatica’s independent registered public accounting firm, EY, is responsible for performing an independent audit of Informatica’s consolidated financial statements and the effectiveness of the Company’s internal control over financial reporting. It is the responsibility of the audit committee to oversee these activities. It is not the responsibility of the audit committee to prepare Informatica’s financial statements, as that is a fundamental responsibility of management. In the performance of its oversight function, the audit committee has:

•reviewed and discussed the audited consolidated financial statements with management and EY;

•discussed with EY the matters required to be discussed by applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC; and

•received the written disclosures and the letter from EY required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the audit committee concerning independence and has discussed with EY its independence.

Based on the audit committee’s review and discussions with management and EY, the audit committee recommended to the board of directors that the audited financial statements be included in Informatica’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 for filing with the SEC.

Respectfully submitted by the members of the audit committee of the board of directors:

Elizabeth Rafael (Chair)

Janice Chaffin

Austin Locke

This report of the audit committee is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act or under the Exchange Act, except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act.

PROPOSAL NO. 3: ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and SEC rules, we are providing our stockholders with the opportunity to vote to approve, on an advisory or non-binding basis, the compensation of our named executive officers as disclosed pursuant to Section 14A of the Exchange Act. This proposal, commonly known as a “Say-on-Pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation as a whole. This vote is not intended to address any specific item of compensation or any specific named executive officer, but rather the overall compensation of all of our named executive officers and the philosophy, policies and practices described in this proxy statement.

The Say-on-Pay vote is advisory, and therefore is not binding on us, our compensation committee, or our board of directors. The Say-on-Pay vote will, however, provide information to us regarding investor sentiment about our executive compensation philosophy, policies and practices, which our compensation committee will be able to consider when determining executive compensation for the remainder of the current fiscal year and beyond. Our board of directors and our compensation committee value the opinions of our stockholders. To the extent there is any significant vote against the compensation of our named executive officers as disclosed in this proxy statement, we will make efforts to better understand the concerns that influenced the vote and consider our stockholders’ concerns, and our compensation committee will evaluate whether any actions are necessary to address those concerns.

We believe that the information provided in the section titled “Executive Compensation,” and in particular the information discussed in the section titled “Executive Compensation—Compensation Discussion & Analysis—Our Compensation Philosophy,” demonstrates that our executive compensation program was designed appropriately and is working to ensure management’s interests are aligned with our stockholders’ interests to support long-term value creation. Accordingly, we ask our stockholders to vote “For” the following resolution at the Annual Meeting:

“RESOLVED, that the stockholders approve, on an advisory basis, the compensation paid to our named executive officers, as disclosed in the proxy statement for the Annual Meeting pursuant to the compensation disclosure rules of the SEC, including the compensation discussion and analysis, compensation tables and narrative discussion, and other related disclosure.”

Vote Required

The approval, on an advisory basis, of the compensation of our named executive officers, requires the affirmative vote of a majority of the voting power of the shares of our common stock present virtually or by proxy at the Annual Meeting and entitled to vote thereon to be approved. Only holders of Class A and Class B-1 common stock are entitled to vote on this Proposal 3. Each share of Class A and Class B-1 common stock is entitled to one vote per share. Holders of Class B-2 common stock are not entitled to vote on this Proposal 3. Abstentions will have the effect of a vote against this proposal, and broker non-votes will have no effect.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

PROPOSAL NO. 4: ADVISORY VOTE ON THE FREQUENCY OF FUTURE STOCKHOLDER ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

The Dodd-Frank Act and Section 14A of the Exchange Act enable our stockholders to indicate their preference at least once every six years regarding how frequently we should solicit a non-binding advisory vote on the compensation of our named executive officers as disclosed in our proxy statement. Accordingly, we are asking our stockholders to indicate whether they would prefer an advisory vote every one year, two years, or three years. Alternatively, stockholders may abstain from casting a vote.

After considering the benefits and consequences of each alternative, our board of directors recommends that the advisory vote on the compensation of our named executive officers be submitted to the stockholders every one year. In formulating its recommendation, our board of directors considered that compensation decisions are made annually and that an annual advisory vote on the compensation of our named executive officers will allow stockholders to provide more frequent and direct input on our compensation philosophy, policies, and practices.

Vote Required

The alternative among one year, two years, or three years that receives the highest number of votes cast at the Annual Meeting by stockholders entitled to vote thereon will be deemed to be the frequency preferred by our stockholders. Only holders of Class A and Class B-1 common stock are entitled to vote on this Proposal 4. Each share of Class A and Class B-1 common stock is entitled to one vote per share. Holders of Class B-2 common stock are not entitled to vote on this Proposal 4. Abstentions and broker non-votes will have no effect on this proposal.

While our board of directors believes that its recommendation is appropriate at this time, the stockholders are not voting to approve or disapprove that recommendation, but are instead asked to indicate their preference, on an advisory basis, as to whether non-binding future stockholder advisory votes on the compensation of our named executive officers should be held every year, two years, or three years.

As an advisory vote, the result of this proposal is non-binding. Although the vote is non-binding, our board of directors and our compensation committee value the opinions of our stockholders in this matter and, to the extent there is any significant vote in favor of one time period over another, will consider the outcome of this vote when making future decisions regarding the frequency of holding future stockholder advisory votes on the compensation of our named executive officers.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE TO HOLD FUTURE STOCKHOLDER ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS EVERY "ONE YEAR".

EXECUTIVE OFFICERS

The following table identifies certain information about our executive officers as of March 31, 2022. Our executive officers are appointed by, and serve at the discretion of, our board of directors. We had no other executive officers serving at the end of our fiscal year ended December 31, 2021. There are no family relationships among any of our directors or executive officers.


Name	Age	Position
Amit Walia	50	Chief Executive Officer and Director
Eric Brown	55	Executive Vice President and Chief Financial Officer

SEC Form DEF 14A filed by Informatica Inc.