infa-20230426

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 ☐

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			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)

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☐			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

April 26, 2023

Dear Stockholders,

2022 was another year of growth for Informatica. We delivered strong financial performance despite macroeconomic headwinds, significantly expanded product capabilities on the Informatica Intelligent Data Management Cloud® (IDMC) platform powered by CLAIRE, our AI engine, and extended our reach to serve more customers worldwide while processing mission-critical workloads at scale.

Customers trust Informatica to democratize their data by enabling our solutions to connect, transform, manage, unify, govern, and secure data across multi-cloud, hybrid environments. We’ve been named a Leader in the 2022 Gartner® Magic Quadrant™ for Data Quality Solutions 15 times and a Leader in the 2022 Gartner® Magic Quadrant™ for Data Integration Tools for 17 consecutive years, highlighting the power and durability of our solutions. We are building the future of cloud data management through investment in product innovation, deep customer centricity, and strong collaboration with our broad partner ecosystem to drive new customer engagement experiences.

I am incredibly proud of our progress as a company and of the Informaticans who have made it possible, guided by our core values – DATA – Do good, Act as one team, Think customer-first, and Aspire and innovate. We believe that helping customers with their digital transformations and cloud modernization journeys can create long-term value for all stakeholders. Additionally, we recently launched our inaugural Sustainability Report and have a unique opportunity to leverage our data management expertise to enable global sustainability gains for our customers and the community.

Your vote is important. Details regarding the annual meeting and the business to be conducted are described in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.

Thank you for your trust and ongoing support of Informatica.

Amit Walia

Chief Executive Officer, and Director


						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 13, 2023

Dear Stockholders of Informatica Inc.:

We cordially invite you to attend the 2023 annual meeting of stockholders (the “Annual Meeting”) of Informatica Inc., a Delaware corporation, to be held on June 13, 2023 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/INFA2023, 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 four Class II directors to serve until the 2026 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, 2023;

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

4.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, 2023 as the record date for the Annual Meeting. Stockholders of record on April 18, 2023 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:

Brad Lewis

Senior Vice President, Chief Legal Officer, and Secretary

Redwood City, California

April 26, 2023

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			7
Nominees for Director			8
Continuing Directors			9
Director Independence			10
Stockholder Agreement			10
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			20
PROPOSAL NO. 1: ELECTION OF DIRECTORS			24
Nominees			24
Vote Required			24
PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			25
Fees Paid to the Independent Registered Public Accounting Firm			25
Auditor Independence			26
Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm			26
Vote Required			26
REPORT OF THE AUDIT COMMITTEE			27
PROPOSAL NO. 3: ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			28
Vote Required			28
EXECUTIVE OFFICERS			29
EXECUTIVE COMPENSATION			30
Compensation Discussion and Analysis			30
Compensation Committee Report			45
CEO Pay Ratio			46
Pay Versus Performance			47
Grants of Plan-Based Awards in 2022			53
Outstanding Equity Awards at 202 2 Year-End			54
Option Exercises and Stock Vested in 2022			57
Potential Payments Upon Termination or Change in Control			58
EQUITY COMPENSATION PLAN INFORMATION			61
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			61
CERTAIN RELATIONSHIPS, RELATED PARTY AND OTHER TRANSACTIONS			65
Policies and Procedures for Related Person Transactions			68

GENERAL INFORMATION

INFORMATICA INC.

PROXY STATEMENT

FOR 2023 ANNUAL MEETING OF STOCKHOLDERS

to be held at 8:30 am Pacific Time on Tuesday, June 13, 2023

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 2023 annual meeting of stockholders of Informatica Inc. (the "Company"), a Delaware corporation, and any postponements, adjournments, or continuations thereof (the “Annual Meeting”). The Annual Meeting will be held on Tuesday, June 13, 2023 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/INFA2023, 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, 2023 to all stockholders entitled to vote at the Annual Meeting. The proxy materials and our 2022 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 four Class II directors to serve until the 2026 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, 2023;

•a proposal to approve, on an advisory basis, 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 II 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, 2023; and

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

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, 2023, 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.

Who is entitled to vote?

Stockholders of record as of the close of business on April 18, 2023, the record date for the Annual Meeting, may vote at the Annual Meeting. As of the record date, there were 242,219,694 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 four director nominees named in the proxy statement as Class II directors of the Company. Holders of Class B-2 common stock are entitled to vote only on Proposal 1, the election of the four director nominees named in the proxy statement as Class II 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 12, 2023 (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 12, 2023 (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/INFA2023, 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, 2023. 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/INFA2023. 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. Michael McLaughlin 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, 2023 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 2024 annual meeting of stockholders, our Corporate Secretary must receive the written proposal at our principal executive offices not later than December 28, 2023. 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 2024 annual meeting of stockholders, our Corporate Secretary must receive the written notice at our principal executive offices:

•not earlier than February 15, 2024; and

•not later than March 16, 2024.

In the event that we hold the 2024 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 8:00 a.m. Pacific Time on the 120th day before the 2024 annual meeting of stockholders and no later than 5.00 pm Pacific Time on the 10th day following the day on which public announcement of the date of the 2024 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.

A stockholder who desires to nominate director candidates for election at the 2024 annual meeting of stockholders, which is expected to be held in or about June 2024, must also comply with the requirements of the newly enacted Rule 14a-19 by notifying our Corporate Secretary with regards to the intent to solicit proxies in support of director nominees (other than our nominees) as required by Rule 14a-19 no later than April 14, 2024. Please note that that the notice requirement under Rule 14a-19 is in addition to the applicable notice requirements under the advance notice provisions of our amended and restated bylaws described above.

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, 2023, 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, 2023, 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
Janice Chaffin(3)	II	68	Director	2019	2023	2026
Gerald Held(3)	II	75	Director	2008	2023	2026
Ryan Lanpher(4)	II	38	Director	2015	2023	2026
Austin Locke(2)	II	41	Director	2019	2023	2026

Continuing Directors
Amit Walia	I	51	Chief Executive Officer, and Director	2020	2025
Bruce Chizen(2)	I	67	Chair	2015	2025
Elizabeth Rafael(3)	I	61	Director	2021	2025
Brian Ruder(2)	III	50	Director	2015	2024
Cesare Ruggiero(4)	III	47	Director	2022	2024
Jill Ward(4)	III	62	Director	2021	2024

(1)Cesare Ruggiero was appointed to the board of directors and as a member of the nominating and corporate governance committee effective July 26, 2022. The board of directors appointed Austin Locke to serve on the compensation committee effective April 15, 2022. The board of directors appointed Gerald Held to serve on the audit committee effective October 1, 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

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 provides our board of directors the benefits 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 provides our board of directors the benefits 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 provides our board of directors the benefits of his expertise of his 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 provides our board of directors the benefits 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.

Continuing Directors

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 from October 2013 to January 2020, including most recently as President, Products and Marketing, where he was responsible for Informatica’s product and market strategy, product management, product development, user experience, cloud operations, strategic ecosystems strategy, partnerships with strategic ecosystems, and global marketing function. Prior to Informatica, Mr. Walia worked in leadership positions across a variety of functions at Symantec Corporation, a cybersecurity company, Intuit Inc., a business and financial management solutions company, and McKinsey & Company, a management consulting company. He spent the earlier part of his career working for Tata Group, a multinational conglomerate, and Infosys Technologies Ltd, a digital services and consulting company, in India. Mr. Walia serves on the board of directors for Box Inc., a content cloud company, since August 2022.

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

Cesare Ruggiero. Mr. Ruggiero has served as a member of our board of directors since August 2022. Mr. Ruggiero is a managing director with CPP Investments in its Portfolio Value Creation group since March 2014. He works with portfolio companies across private equity, infrastructure, and sustainable energies investments to achieve full value potential. He serves on the Real Assets Investment Committee. Prior to joining CPP Investments in 2014, Mr. Ruggiero worked at The Boston Consulting Group (BCG) where he advised companies in business strategy and operational improvement. Prior to BCG, Mr. Ruggiero worked at Capgemini (formerly Cap Gemini Ernst & Young) as the head of the U.S. M&A practice area. Mr. Ruggiero currently serves on the board of directors of Ports America, a maritime transportation company and Mytheresa, an ecommerce luxury fashion company. Mr. Ruggiero holds a Hons. BA with high distinction in International Relations from the University of Toronto.

Mr. Ruggiero was selected to our board of directors because of his extensive financial experience and management consulting experience.

Jill Ward. Ms. Ward has served as a member of 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 because of 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. As of October 1, 2022, our audit committee was comprised entirely of independent directors. 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 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; and

•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 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. 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 and our Corporate Governance Guidelines are 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.

Mr. Chizen serves as the Chair of our board of directors and our board of directors believes that having a non-executive Chair of the board of directors is the appropriate leadership structure for our Company at this time in light of the evolution of our Company’s business and operating environment. This leadership streamlines roles and responsibilities and allows our Chief Executive Officer to focus on executing our Company’s strategic plan and managing our Company’s operations and performance, while allowing the Chair of the board of directors to focus on the effectiveness of the board of directors and oversight of our senior management team.

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 the NYSE listing standards.

Board Meetings and Committees

During our fiscal year ended December 31, 2022, our board of directors held 8 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.

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. 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 Gerald Held, with Elizabeth Rafael serving as Chair. Gerald Held was appointed to our audit committee on October 1, 2022, replacing Austin Locke on the committee. Each member of our audit committee meets the requirements for independence, financial literacy and sophistication 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 pertaining to our operational infrastructure, particularly reliability, business continuity, cybersecurity, and data security;

• 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 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 2022, our audit committee held 11 meetings.

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 2022, our compensation committee held 8 meetings.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee consists of Jill Ward, Ryan Lanpher and Cesare Ruggiero, 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;

• overseeing the Company’s environmental, social, and governance (“ESG”) strategies, policies, practices, and related reporting;

• 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. During 2022, our nominating and corporate governance committee held 4 meetings.

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 2024 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

The Corporate Governance Guidelines adopted by our board of directors address 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 sustainability woven into our corporate culture, we are on a clear path to continuously enhance our contribution to a sustainable future for the benefit of all of our stakeholders. Our nominating and corporate governance committee oversees and periodically reviews and assess our ESG efforts including the implementation of policies regarding sustainability and corporate citizenship.

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 formal and informal employee-led groups that are dedicated to the realization of our IDEB goals and outcomes, including our cross-functional Employee Inclusion Groups. Our progress in these areas is reported to the Company’s executive committee and the board of directors. The gender diversity of our board of directors, comprising 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. Managers and others receive ongoing training to help reinforce and maintain 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, helps 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 who provide reports to and discuss with the audit committee on matters related to data privacy and information security, 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 technologies to help manage our power consumption and maintain efficient environmental controls in the headquarters buildings that we own. Our regular vendor assessments also include a review of higher-risk suppliers.

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.

Philanthropy and Volunteerism

Through our volunteer programs, youth education and philanthropic efforts, we make a positive impact in the communities where we live and work. Our employees are encouraged to share their experiences, talents and other resources with schools, nonprofits and other organizations. We endorse volunteering opportunities to help address local and global challenges such as access to education, housing and food insecurity, environmental restoration and other causes.

We also support internship programs to provide college students with practical experience and to attract a broader pool of future candidates to Informatica; participate in community outreach projects to generate awareness of Informatica’s business to show how STEM education can lead to rewarding careers; and encourage a broader pool of such students to enter into and succeed in technology careers.

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 risks, in the pursuit and achievement of our strategic objectives. We have designed and implemented processes to manage risk in our operations, including longer term risks as well as near term risks and potential business continuity risks. Management is responsible for the day-to-day oversight and management of these risks. 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 regular board meetings. Our board of directors also receives regular reports on all significant committee activities at regular board meetings and evaluates the risks inherent in significant transactions. In its assessment of risks and risk management, our board of directors and its committees consult with outside advisors, including the Company’s independent auditors, legal counsel and the compensation consultant engaged by the Compensation Committee.

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 controls over financial reporting, disclosure controls and procedures, and legal and regulatory compliance. Our audit committee also, among other things, discusses with management, our internal auditors, and our 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 incident prevention and monitoring. Our nominating and corporate governance committee assists our board of directors in fulfilling its oversight responsibilities with respect to risks relating to our corporate governance practices, the independence of the board of directors and potential conflicts of interest, as well as our policies and practice with regards to environmental, social and governance matters. Also, as part of its oversight of the composition of our board of directors, our nominating and corporate governance committee takes into account the Company’s business, risks and strategies. Our compensation committee assesses risks arising from our compensation philosophy and practices to determine whether they encourage excessive risk-taking and evaluates policies and practices that could mitigate such risks.

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. The Director Compensation Policy was developed with input from Compensia, an independent compensation consultant, regarding practices and compensation levels at the same group of peer companies used for executive compensation comparisons at the time and is intended to attract, retain, and reward non-employee directors. Our Compensation Committee annually reviews director compensation and may make recommendations to our Board with respect to the forms and amounts of compensation to be paid to our directors. The Director Compensation Policy has not been amended since its adoption as it has been considered to continue to serve these purposes.

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 the director's 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.

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

Other Award Terms. Each Initial Award and Annual 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 2022

The following table provides information regarding compensation of our non-executive officer directors for service as directors, for the year ended December 31, 2022. Directors who are also our employees or employees of our sponsor shareholders receive no additional compensation for their service as directors. During 2022, 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)	Total ($)
Bruce Chizen	165,000	324,987	489,987
Janice Chaffin	67,500	224,991	292,491
Gerald Held	58,125	224,991	283,116
Ryan Lanpher	—	—	—
Austin Locke	—	—	—
Geoff McKay(3)	—	—	—
Elizabeth Rafael	80,000	224,991	304,991
Brian Ruder	—	—	—
Cesare Ruggiero(4)	—	—	—
Jill Ward	70,000	224,991	294,991

______________

(1)Represents a full year of board of directors and any committee service compensation for all directors eligible for compensation except for Mr. Held, whose compensation reflects the full year service on the board of directors and prorated compensation for his service on the audit committee which he joined effective October 1, 2022.

(2)The amounts reported represent the aggregate grant-date fair value of the RSUs awarded to the director in 2022, 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, and there can be no assurance that these amounts will ever be realized. 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, 2022.

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

(4)Mr. Ruggiero joined our board of directors effective July 25, 2022.

The following table lists the aggregate number of stock awards and the aggregate number of option awards outstanding held by each non-employee director as of December 31, 2022:


Name	Number of Shares Subject to Stock Options Outstanding (#)		Number of Shares Subject to Restricted Stock Units Outstanding (#)
Bruce Chizen	635,415		16,900
Janice Chaffin	42,553		11,700
Gerald Held	238,402		11,700
Ryan Lanpher	—		—
Austin Locke	—	—
Geoff McKay(1)	—		—
Elizabeth Rafael	50,000		11,700
Brian Ruder	—		—
Jill Ward	50,000		11,700
Cesare Ruggiero(2)	—		—

______________

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

(2)Mr. Ruggiero joined our board of directors effective July 25, 2022.

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. Janice Chaffin, Gerald Held, Ryan Lanpher and Austin Locke currently serve as our Class II directors and are standing for re-election at the Annual Meeting.

At each annual meeting of stockholders, members 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, Janice Chaffin, Gerald Held, Ryan Lanpher and Austin Locke as nominees for election as directors at the Annual Meeting. If elected, each of Ms. Chaffin and Messrs. Held, Lanpher and Locke will serve as directors until the 2026 annual meeting of stockholders and until their successor is duly elected and qualified. Ms. Chaffin and Messrs. Held, Lanpher and Locke are currently directors of our Company. For information concerning the relevant experiences, qualifications, attributes, and skills of each 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 Ms. Chaffin and Messrs. Held, Lanpher and Locke has consented to being named as a nominee in this 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 Ms. Chaffin and Messrs. Held, Lanpher and Locke. 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 card or at the Annual Meeting.

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, 2023. 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, 2023. 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, 2021 and 2022.


	2021		2022
Audit Fees(1)	$	6,929	$	5,350
Audit-Related Fees(2)	—		—
Tax Fees(3)	359		418
All Other Fees(4)	5		4
Total Fees	$	7,293	$	5,772

(1)Consists of fees billed for professional services rendered in connection with the audit of our consolidated financial statements for 2022 and 2021 and reviews of our unaudited quarterly consolidated financial statements. In 2021, this category included $4.1 million in fees for services incurred in connection with our initial public offering.

(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, 2022, 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 years ended December 31, 2021 and 2022 were pre-approved by our audit committee. 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, 2023 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 of the listing standards of the New York Stock Exchange and the rules and regulations of the SEC. 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 establishing and maintaining internal controls and 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 controls 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:

SEC Form DEF 14A filed by Informatica Inc.