infa-20250428

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

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Filed by a Party other than the Registrant ☐

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☐			Preliminary Proxy Statement
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☐			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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						INFORMATICA INC. 2100 SEAPORT BLVD REDWOOD CITY, CALIFORNIA 94063

April 28, 2025

Dear Fellow Stockholders:

It is my pleasure to invite you to attend the 2025 Annual Meeting of Stockholders of Informatica Inc. Our Annual Meeting will again be conducted online via a live webcast, as we have found a virtual meeting provides greater accessibility for all stockholders.

We encourage you to read this Proxy Statement, as it contains important information for voting your shares and describes how our Board of Directors oversaw your investment during the past year. It also provides information about our engaged and effective Board of Directors, corporate governance and executive compensation practices.

2024 marked another year of growth for Informatica. We delivered strong financial performance, including $827 million in Cloud Subscription Annual Recurring Revenue (“ARR”), representing a 34% increase year-over-year and 48% of total ARR. GAAP Total Revenues increased 3% year-over-year to $1.64 billion and GAAP Operating Income rose to $127 million, with an operating margin of 7.7%. We achieved a new milestone— processing over 110 trillion cloud transactions globally. Customers trust Informatica to democratize their data by enabling our solutions to connect, transform, manage, unify, govern, and secure their meta-data.

We remain dedicated to our long-term strategy of delivering the best cloud data management products through the only AI-powered data management platform (IDMC). This strategy addresses the complex needs of modern enterprises, which often involve multi-vendor, multi-cloud, and hybrid environments. Our relationships with enterprise customers are stronger than ever, backed by a robust network of strategic partnerships and initiatives focused on customer success. These efforts promote the growth of new workloads and use cases on IDMC while helping to modernize our on-premises customers to the cloud. Many of our customers are beginning their digital transformation journey to upgrade their data management infrastructure and policies to prepare their data for AI.

Innovation is the guiding star of Informatica's success. Our position as a leader in the Magic Quadrants highlights our steadfast commitment to assisting enterprises in turning data into a valuable and reliable asset. For 19 consecutive years, we have been recognized as a Leader in the 2024 Gartner® Magic Quadrant™ for Data Integration Tools report. We were recently recognized as a Leader in the 2025 Gartner® Magic Quadrant™ for Augmented Data Quality Solutions for the 17th time and named a Leader in the inaugural 2025 Gartner® Magic Quadrant™ for Data and Analytics (D&A) Governance Platforms report.

We are well positioned to continue driving shareholder value. We are proud of our accomplishments and are very excited about the opportunities ahead.

I encourage you to attend the virtual meeting and participate. Whether or not you are able to attend the Annual Meeting, we urge you to vote your shares at your earliest convenience. Thank you for your continued support and your participation in this year’s Annual Meeting of Stockholders.

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 a.m. Pacific Time on Wednesday, June 18, 2025

Dear Stockholders of Informatica Inc.:

We cordially invite you to attend the 2025 annual meeting of stockholders (the “Annual Meeting”) of Informatica Inc., a Delaware corporation, to be held on June 18, 2025 at 8:30 a.m. 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/INFA2025, where you will be able to listen to the meeting live, submit questions, and vote online.

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

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

1.To elect three Class I directors to serve until the 2028 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, 2025;

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 21, 2025 as the record date for the Annual Meeting. Stockholders of record on April 21, 2025 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 28, 2025

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
PROPOSAL NO. 1: ELECTION OF DIRECTORS			24
PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			25
PROPOSAL NO. 3: ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			28
EXECUTIVE OFFICERS			29
EXECUTIVE COMPENSATION			30
EQUITY COMPENSATION PLAN INFORMATION			62
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			63
CERTAIN RELATIONSHIPS, RELATED PARTY AND OTHER TRANSACTIONS			67

GENERAL INFORMATION

INFORMATICA INC.

PROXY STATEMENT

FOR 2025 ANNUAL MEETING OF STOCKHOLDERS

to be held at 8:30 a.m. Pacific Time on Wednesday, June 18, 2025

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 2025 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 Wednesday, June 18, 2025 at 8:30 a.m. 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/INFA2025, 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 28, 2025 to all stockholders entitled to vote at the Annual Meeting. The proxy materials and our 2024 annual report can be accessed by following the instructions in the Notice.

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

What matters am I voting on?

You are being asked to vote on:

•the election of three Class I directors to serve until the 2028 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, 2025;

•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 I director nominees named in this proxy statement;

•“FOR” the ratification of the appointment of EY as our independent registered public accounting firm for our fiscal year ending December 31, 2025; 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, 2025, 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 21, 2025, the record date for the Annual Meeting, may vote at the Annual Meeting. As of the record date, there were 257,674,620 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 No. 1, the election of the three director nominees named in the proxy statement as Class I directors of the Company. Holders of Class B-2 common stock are entitled to vote only on Proposal No. 1, the election of the three director nominees named in the proxy statement as Class I directors of the Company. Stockholders are not permitted to cumulate votes with respect to the election of directors. Each share of Class A common stock, Class B-1 common stock and Class B-2 common stock is entitled to one vote per share. Our Class A common stock Class B-1 common stock and Class B-2 common stock are collectively referred to in this proxy statement as our “common stock.”

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

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

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

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

How do I vote?

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

•by Internet prior to the Annual Meeting at www.proxyvote.com, 24 hours a day, seven days a week, until 11:59 p.m. Eastern Time on June 17, 2025 (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 17, 2025 (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/INFA2025, 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, 2025. 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/INFA2025. 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 a.m. Pacific Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 8:15 a.m. 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 28, 2025 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 2026 annual meeting of stockholders, our Corporate Secretary must receive the written proposal at our principal executive offices not later than December 29, 2025. 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 2026 annual meeting of stockholders, our Corporate Secretary must receive the written notice at our principal executive offices:

•not earlier than 8:00 a.m. Pacific Time on February 18, 2026; and

•not later than 5:00 p.m. Pacific Time on March 20, 2026.

In the event that we hold the 2026 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 2026 annual meeting of stockholders and no later than 5:00 p.m. Pacific Time on the 10th day following the day on which public announcement of the date of the 2026 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 2026 annual meeting of stockholders, which is expected to be held in or about June 2026, must also comply with the requirements of 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 19, 2026. 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, 2025, our board of directors consisted of ten directors, nine of whom have been determined by the board of directors to be “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, 2025, 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	Class	Age	Position	Director Since	Current Term Expires	Expiration of Term for Which Nominated
Amit Walia	I	53	Chief Executive Officer, and Director	2020	2025	2028
Bruce Chizen(1)	I	69	Chair	2015	2025	2028
Mitesh Dhruv(2)	I	48	Director	2024	2025	2028

Continuing Directors
Janice Chaffin(2)	II	70	Director	2019	2026
Gerald Held(2)	II	77	Director	2008	2026
Ryan Lanpher(1)	II	40	Director	2015	2026
Austin Locke(1)	II	43	Director	2019	2026
Cesare Ruggiero(3)	III	49	Director	2022	2027
Alex Vander Linde(3)	III	34	Director	2025	2027
Jill Ward(3)	III	64	Director	2021	2027

(1)Member of our compensation committee.

(2)Member of our audit committee.

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

Nominees for Director

Amit Walia. Mr. Walia has served as our Chief Executive Officer since January 2020 and as a member of our board of directors since January 2020. Prior to serving as our Chief Executive Officer, Mr. Walia served in various roles at Informatica 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 provides to our board of directors the benefits of his perspective, experience and operational expertise in our business that he has developed as our Chief Executive Officer and in prior roles with the Company.

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

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

Mitesh Dhruv. Mr. Dhruv has served as a member of our board of directors since October 2024. Mr. Dhruv previously served as an executive at RingCentral, Inc., a cloud-based communications and collaboration solutions provider, from 2012 to 2021 where he served as Chief Financial Officer from 2017 to 2021. Prior to this, Mr. Dhruv was employed at Bank of America Merrill Lynch, an investment banking division of Bank of America, from 2005 to 2012 as an equity analyst covering software and cloud companies. Mr. Dhruv currently serves on the Board and Audit Committee of ChargePoint Inc., an electric vehicle infrastructure company, and previously served on the Board and as Audit Committee Chair of Zoom Info, a software and data company, from 2020 to 2024. Mr. Dhruv holds a B.S. degree in Accounting from the University of Mumbai. He is a CPA, Chartered Accountant, and CFA Charterholder.

Mr. Dhruv provides to our board of directors the benefits of his extensive financial experience and his experience managing the growth of technology companies.

Continuing Directors

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

Ms. Chaffin provides to our board of directors the benefits of her extensive enterprise software market experience.

Gerald (Jerry) 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 board of directors 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 to 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 and Co-Head of Technology 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 to 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 serves on the board of directors of McAfee Corp., and serves on the board of directors of Waymo.

Mr. Locke provides to 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.

Cesare Ruggiero. Mr. Ruggiero has served as a member of our board of directors since August 2022. Mr. Ruggiero joined CPP Investments in March 2014, and is a managing director and global head of Portfolio Value Creation. He works with portfolio companies across private equity, infrastructure, and sustainable energies investments to achieve full value potential. He serves on the Private Equity Investment Committee, and previously served 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 Consulting 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 LuxExperience, an e-commerce luxury platform. Mr. Ruggiero holds a Hons. BA with high distinction in International Relations from the University of Toronto.

Mr. Ruggiero provides to our board of directors the benefits of his extensive financial experience and operational transformation experience.

Alex Vander Linde. Mr. Vander Linde has served as a member of our board of directors since February 2025. Mr. Vander Linde is a Managing Director at Permira, which he joined in July 2015. Mr. Vander Linde holds a B.B.A. in Finance from the University of Notre Dame and an M.B.A. from the Northwestern Kellogg School of Management.

Mr. Vander Linde provides to our board of directors the benefits of his knowledge and expertise in technology investing.

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 provides to our board of directors the benefits 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). Our board of directors has determined that nine of our ten directors are independent directors under this NYSE listing standard. 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 are currently subject to the rules of the NYSE that require us to have an audit committee composed entirely of independent directors. Our audit committee is 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 ensuring that our board of directors is composed of a majority of independent directors and that we have a compensation committee and a nominating and corporate governance committee composed entirely of independent directors, subject to any permitted “phase-in” period.

Based on information provided by each director concerning their background, employment and affiliations, our board of directors has determined that Bruce Chizen, Janice Chaffin, Mitesh Dhruv, Gerald Held, Ryan Lanpher, Austin Locke, Cesare Ruggiero, Alex Vander Linde, 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. 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, 2024, our board of directors held 12 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. Eight of our directors attended the 2024 annual meeting.

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.

The non-management members of the board of directors also meet regularly in executive sessions without management present. At these sessions Bruce Chizen acts as presiding director.

Audit Committee

Our audit committee consists of Mitesh Dhruv, Janice Chaffin and Gerald Held, with Mitesh Dhruv serving as Chair. Mr. Dhruv was appointed to the audit committee in October 2024 in connection with his appointment to the board of directors, replacing Elizabeth Rafael who resigned from the board of directors in October 2024. 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 Mitesh Dhruv 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 or audit matters;

• overseeing our policies on risk assessment and risk management pertaining to our operational infrastructure, particularly business continuity, cybersecurity, and data security;

• overseeing compliance with our code of business conduct;

• 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 2024, our audit committee held 10 meetings.

Compensation Committee

Our compensation committee consists of Austin Locke, Bruce Chizen and Ryan Lanpher with Austin Locke serving as Chair. Mr. Lanpher was appointed to the compensation committee in February 2025, replacing Brian Ruder who resigned from the board of directors in February 2025. 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 2024, our compensation committee held 5 meetings.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee consists of Jill Ward, Cesare Ruggiero and Alex Vander Linde, with Jill Ward serving as Chair. Mr. Vander Linde was appointed to the nominating and corporate governance committee in February 2025 in connection with his appointment to the board of directors, replacing Mr. Lanpher who joined the compensation committee. 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 sustainability strategies;

• 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 2024, our nominating and corporate governance committee held 5 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 in the past three years. 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, 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 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 valuable 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 2026 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 stakeholders. This is also reflected in our annual Sustainability Report available from our website. Our nominating and corporate governance committee oversees and periodically reviews and assesses our sustainability program.

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 the ethical use of available data. Our commitment to these principles is demonstrated by our specialized, multi-disciplinary team that helps drive our approach to information security and privacy practices. Our Global Security Organization, led by our Chief Information Security Officer, provides a broad range of services to help ensure the security of our information and technology assets. Our Chief Privacy Officer helps ensure our adherence to privacy laws and regulations as well as our contractual privacy commitments. These specialists, in collaboration with the office of our Chief Product Officer, collectively support and provide leadership and guidance for privacy protection, product security, data governance, compliance with privacy regulations, business continuity and disaster recovery, enterprise security and supplier trust.

Our commitments also include the responsible use of artificial intelligence (AI). Our AI governance is designed to ensure the ethical development, deployment, and operation of AI technologies within our enterprise and as part of our products and services. As part of this, we focus on enhanced data management productivity, data security, transparency, user experience and democratization of AI.

With oversight and guidance provided by top management, and cross-functional leadership teams who provide reports to and discuss with the audit committee, our cybersecurity and privacy risk management processes are continually refined to address emerging security risks, changes in privacy regulations, stakeholder expectations and the responsible use of AI. This is reinforced by ongoing training of personnel 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. 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 and managing our energy consumption. 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.

Sustainable Products & Solutions

Our products enable the democratization of data access and support for inclusion within our customers’ operations in terms of how our products and solutions are used, and who can leverage them. We also offer solutions that are designed to help customers more quickly and efficiently track their progress in their sustainability programs. Specifically, our IDMC for ESG Sustainability offering leverages our unique combination of capabilities to support our customers’ sustainability programs. This solution helps provide to customers greater assurance that their sustainability-related metrics and disclosures will meet their data quality standards.

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 risk-based due diligence on third parties that can present a particular 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 Compliance Programs Committee which is comprised of a cross-functional group of executives and managers who meet regularly to review a broad range of business ethics and compliance initiatives and identify shared opportunities for continuous improvement. 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, enforcement of Company policies and oversight by our board of directors.

Insider Trading Policy and Compliance

Our board of directors has adopted an Insider Trading Policy governing the purchase, sale, and/or other disposition of our securities by directors, officers, employees, and other covered persons. We believe this policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us. A copy of our Insider Trading Policy was filed as an exhibit to our Annual Report on Form 10-K for fiscal 2024.

From time to time, we may engage in transactions in our own securities. We comply with all applicable securities laws when engaging in transactions in our securities.

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 sustainability strategies. 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

Our board of directors maintains an Outside Director Compensation Policy (the “Director Compensation Policy”) for our non-employee directors which has been amended most recently effective January 1, 2025. The Director Compensation Policy was adopted 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. With Compensia’s assistance, our compensation committee reviewed the Director Compensation Policy, and recommended to the Board and our Board approved, adjustments to the cash retainer for the chair of our audit committee and the initial and annual equity awards for our non-employee directors, effective January 1, 2025, as described below. The Compensation Committee determined these amendments to be appropriate to maintain competitive director compensation with reference to our peer group and broader market considerations.

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 (plus the following additional service fees for the applicable directors);

•$28,500 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. Prior to the amendment to the Director Compensation Policy effective January 1, 2025, the additional annual cash compensation for service as a chair of the audit committee was $25,000.

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”). Beginning January 1, 2025, the Initial Award will cover a number of shares of our Class A common stock having a value of $480,000 (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). Prior to the January 1, 2025, amendment to our Director Compensation Policy, such value for the Initial Award was $450,000. 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. Beginning January 1, 2025, the Annual Award will cover a number of shares of our Class A common stock having a value of $240,000, or with respect to our board chair, a value of $340,000 (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. Prior to the January 1, 2025, amendment to our Director Compensation Policy, such value for the Annual Award was $225,000, or $325,000 for our Board Chair. 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 non-employee director’s then outstanding equity awards covering shares of our common stock that were granted to the non-employee 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 2024

The following table provides information regarding compensation of our non-executive officer directors for service as directors, for the year ended December 31, 2024. Directors who are also our employees or employees of our sponsor shareholders receive no additional compensation for their service as directors. During 2024, 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	324,996	489,996
Janice Chaffin	67,500	224,995	292,495
Mitesh Dhruv(3)	18,043	449,981	468,024
Gerald Held	67,500	224,995	292,495
Ryan Lanpher	—	—	—
Austin Locke	—	—	—
Elizabeth Rafael(4)	61,957	224,995	286,952
Brian Ruder(5)	—	—	—
Cesare Ruggiero	—	—	—
Alex Vander Linde(6)	—	—	—
Jill Ward	70,000	224,995	294,995

______________

(1)Represents a full year of board of directors and any committee service compensation for all directors eligible for compensation.

(2)The amounts reported represent the aggregate grant-date fair value of the RSUs awarded to the director in 2024, 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, 2024.

(3)Mr. Dhruv joined the board of directors in October 2024.

(4)Ms. Rafael resigned from the board of directors in October 2024.

(5)Mr. Ruder resigned from the board of directors in February 2025.

(6)Mr. Vander Linde was appointed to the board of directors in February 2025.

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, 2024:


Name	Number of Shares Subject to Stock Options Outstanding (#)		Number of Shares Subject to Restricted Stock Units Outstanding (#)
Bruce Chizen	635,415		10,884
Janice Chaffin	42,553		7,535
Mitesh Dhruv	—		17,347
Gerald Held	238,402		7,535
Ryan Lanpher	—		—
Austin Locke	—	—	—
Brian Ruder(1)	—		—
Alex Vander Linde(2)	—		—
Jill Ward	50,000		7,535
Cesare Ruggiero	—		—

1.Mr. Ruder resigned from the board of directors in February 2025.

2.Mr. Vander Linde was appointed to the board of directors in February 2025.

Director Stock Ownership Guidelines

Each of our outside directors other than our non-compensated directors, as determined under our Director Compensation Policy, and other than our executive officer directors, is expected to hold an amount of common stock of the Company with a minimum value equivalent to five times the annual cash retainer for service on the Board (not including fees for additional services on the Board), and to maintain this minimum amount of share ownership throughout their service on the Board. All such directors are required to achieve this accumulated value requirement within the later of five years of January 1, 2025, or the date that the director begins their service on the Board and to maintain this amount of ownership thereafter throughout their service as a director. The equity holdings that qualify towards satisfaction of the director stock ownership guidelines are shares directly owned by the director and shares held in trust, limited partnerships, or similar entities for the benefit of the director's or their immediate family members. The equity holdings that qualify towards satisfaction of the director stock ownership guidelines do not include any unexercised stock options or any unvested stock awards. For additional details about director stock ownership, please see the Beneficial Ownership Table.

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. Amit Walia, Bruce Chizen and Mitesh Dhruv currently serve as our Class I 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, Amit Walia, Bruce Chizen and Mitesh Dhruv as nominees for election as directors at the Annual Meeting. If elected, each of Amit Walia, Bruce Chizen and Mitesh Dhruv will serve as directors until the 2028 annual meeting of stockholders and until their successor is duly elected and qualified. Amit Walia, Bruce Chizen and Mitesh Dhruv 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 Amit Walia, Bruce Chizen and Mitesh Dhruv 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 Amit Walia, Bruce Chizen and Mitesh Dhruv. 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 No. 1. Holders of Class B-1 common stock are not entitled to vote on this Proposal No. 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, 2025. EY has served as the Company’s independent registered public accounting firm since its formation in 2021.

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, 2025. 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 by EY for our fiscal years ended December 31, 2023 and 2024.


	2023		2024
Audit Fees(1)	$	4,990	$	4,654
Audit-Related Fees(2)	17		341
Tax Fees(3)	306		364
All Other Fees(4)	5		5
Total Fees	$	5,318	$	5,364

(1)Consists of fees billed for professional services rendered in connection with the audit of our consolidated financial statements for 2023 and 2024 and reviews of our unaudited quarterly condensed consolidated financial statements.

(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, 2024, 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, 2023 and 2024 were 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, 2025 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 No. 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 No. 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:

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

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

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

Based on the audit committee’s review and discussions with management and EY, the audit committee recommended to the board of directors that the audited financial statements be included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for filing with the SEC.

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

Mitesh Dhruv (Chair)

Janice Chaffin

Gerald Held

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

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

In accordance with SEC rules, we are providing our stockholders with the opportunity to vote to approve, on an advisory or non-binding basis, the compensation of our named executive officers as disclosed pursuant to Section 14A of the Exchange Act. This proposal, commonly known as a “Say-on-Pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation as a whole. This vote is not intended to address any specific item of compensation or any specific named executive officer, but rather the overall compensation of all of our named executive officers and the philosophy, policies and practices described in this proxy statement. At our 2022 annual meeting of stockholders, consistent with the recommendation of our board of directors, our stockholders indicated their preference to hold this advisory vote annually and our board of directors has adopted such annual frequency until any other determination by the board of directors. The next scheduled vote of our stockholders regarding the frequency of our Say-on-Pay votes will be in 2028.

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

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

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

Vote Required

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

As an advisory vote, the result of this proposal is non-binding. Although the vote is non-binding, our board of directors and our compensation committee value the opinions of our stockholders and will consider the outcome of the vote when making future compensation decisions for our named executive officers.

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

EXECUTIVE OFFICERS

The following table identifies certain information about our executive officers as of March 31, 2025. Our executive officers are appointed by, and serve at the discretion of, our board of directors. There are no family relationships among any of our directors or executive officers.


Name	Age	Position
Amit Walia	53	Chief Executive Officer and Director
Michael McLaughlin	60	Executive Vice President and Chief Financial Officer
John Schweitzer	56	Executive Vice President and Chief Revenue Officer
Ansa Sekharan	54	Executive Vice President and Chief Customer Officer

Jitesh Ghai, who was our Executive Vice President and Chief Product Officer as of the fiscal year ended December 31, 2023, transitioned from the role effective as of April 18, 2024, and was no longer an executive officer as of that date. Mr. Ghai ceased his employment with the Company in May 2024.

For Mr. Walia’s biography, see “Nominees for Director.”

Michael McLaughlin. Mr. McLaughlin has served as our Executive Vice President and Chief Financial Officer since January 2023. Prior to joining the Company, Mr. McLaughlin served as Executive Vice President and Chief Financial Officer of Fair Isaac Corporation (“FICO”), a data analytics company, from August 2019 to January 2023. At FICO, Mr. McLaughlin led the global finance team responsible for FICO’s Software and Scores business segments. Prior to FICO, Mr. McLaughlin spent 26 years in investment banking, advising leading technology, financial services and real estate companies on a wide range of strategic and financial topics, most recently serving as Managing Director and Head of Technology Corporate Finance at Morgan Stanley. He holds a B.A. from Stanford University and a Masters of Public and Private Management from the Yale School of Management.

Jitesh Ghai. Mr. Ghai served in various roles at Informatica since March 2010, most recently as our Executive Vice President and Chief Product Officer until his resignation from this position in April 2024. Prior to Informatica, Mr. Ghai served in various leadership roles across engineering, sales and product management, including at 29West Inc., an enterprise software company, from October 2008 until March 2010; at Solace Systems Inc., a real-time data software company, from January 2006 to October 2008; and at Cisco Systems, Inc., a global technology company, from August 2001 to November 2005. Mr. Ghai holds a B.S. with First Class Honors in Electrical Engineering from the University of Waterloo, Ontario, Canada.

John Schweitzer. Mr. Schweitzer has served as our Executive Vice President and Chief Revenue Officer since March 2021. Prior to joining Informatica, Mr. Schweitzer served as Chief Revenue Officer and Executive Board Member of Software AG, an enterprise software company, from November 2018 to January 2021. Prior to Software AG, Mr. Schweitzer served as the President, Americas of Workday, a financial management and human capital management software vendor, from March 2017 to October 2018 and Senior Vice President, Sales of SAP, a software company, from January 2015 to February 2017. Mr. Schweitzer holds a B.S.B.A. in Economics—Finance from Northern Arizona University.

Ansa Sekharan. Mr. Sekharan has served in various roles at Informatica since November 1996, most recently as our Executive Vice President and Chief Customer Officer. In this role, Mr. Sekharan leads our Customer Adoption and Renewal organization, including our Professional Services, Customer Success, Customer Support and Renewals teams. Mr. Sekharan’s teams oversee the entire customer relationship, developing and executing our strategy to help customers realize business value from our products. Mr. Sekharan holds a B.S. in Computer Science from The National Institute of Technology, India and graduated magna cum laude from the University of Tulsa with an M.S. in Computer Science.

Executive Compensation

Compensation Discussion and Analysis

This Compensation Discussion and Analysis discusses the compensation program and policies for our named executive officers for our fiscal year ended December 31, 2024. The information contained in this Compensation Discussion and Analysis is to be read together with the compensation tables that follow, which provide additional details of the compensation paid to our named executive officers for 2024.

In addition to the descriptions of the key elements of our executive compensation during fiscal year 2024, this Compensation Discussion and Analysis also provides an overview of our compensation philosophy and objectives. That includes an overview of how and why the Compensation Committee arrived at the specific compensation decisions for our NEOs for fiscal year 2024. The Compensation Committee of our board of directors administered our executive compensation program during the fiscal year 2024.

Named Executive Officers

Our NEOs for fiscal year 2024 were:

•Amit Walia, our Chief Executive Officer (CEO);

•Michael McLaughlin, our Executive Vice President and Chief Financial Officer (CFO);

•Jitesh Ghai, our former Executive Vice President and Chief Product Officer;

•John Schweitzer, our Executive Vice President and Chief Revenue Officer; and

•Ansa Sekharan, our Executive Vice President and Chief Customer Officer.

Mr. Ghai resigned from his position as the Company’s Executive Vice President and Chief Product Officer, effective April 18, 2024, and remained employed with the Company until May 2024, with no change to his compensation arrangements with the Company, to support the transition of his duties.

Executive Compensation Objectives and Philosophy

Our executive compensation program is designed to support and align with the achievement of our business success and the creation of long-term value for our stockholders. Consistent with this philosophy, we designed our executive compensation program to achieve the following key objectives:

•Provide compensation that attracts, retains and rewards talented executive officers in a highly competitive market;

•Establish a strong link between pay and performance; and

•Promote the close alignment of the interests of our executive officers with those of our stockholders.

We believe this program is in the best interests of and aligned with our stockholders and maximizes the incentives for our executive officers to deliver stockholder value.

Certain key features of our compensation governance and executive compensation program include:

What We Do:

•Independent Compensation Committee Advisors. Our Compensation Committee engages its own independent compensation consultant to assist with its compensation reviews and to support it in the discharge of its responsibilities.

•Competitive Compensation. Our Compensation Committee conducts an annual review of our compensation strategy, including a review and determination of our compensation peer group used for comparative purposes along with other available market data to determine compensation for our executive officers that is competitive and enables us to attract and engage talented executives.

•Significant Portion of Compensation At-Risk. Our executive compensation program is weighted toward performance-based incentive compensation, including compensation subject to pre-established, objective measures of Company financial performance. In addition, as the level of our executives’ seniority increases, generally the portion of compensation that is performance-based also increases.

•Double-Trigger Change in Control Provisions. The change in control severance agreements provided to our senior executives have “double-trigger” provisions that require both a termination of employment without cause or constructive termination of employment during a specified period in relation to a change in control of the Company to receive payments or benefits.

•Risk Analysis. Our compensation programs are structured to avoid inappropriate risk taking by our executives and all employees by having the appropriate pay philosophy, peer group and market pay review to support reasonable business objectives.

•Clawback Policy. We maintain a clawback policy designed to recoup incentive compensation paid to our current and former executive officers based on erroneously prepared financial statements.

•Stock Ownership Guidelines. Our executive officers and directors are subject to guidelines regarding the maintenance of certain levels of stock ownership.

What We Don’t Do:

•No Golden Parachute Tax Gross-Ups. We do not provide tax reimbursement or “gross-up” payments for any golden parachute excise taxes that are imposed in connection with a change in control of the Company.

•No Hedging or Pledging. We have established policies that prohibit our executives and non-employee directors from engaging in derivatives trading and hedging involving our securities and pledging or margining our common stock.

•No Special Benefits or Perquisites. We did not provide any special benefits or perquisites to our executive officers in fiscal year 2024 different from or in addition to what is offered on a broad basis to our other employees.

•No Executive Defined Benefit or Retirement Plans. We do not offer supplemental pension arrangements or defined benefit retirement plans or arrangements to our executive officers that are different from or in addition to what is offered on a broad basis to our other employees.

•No Guarantees of Employment. We have no employment agreements with any of our executive officers that guarantee a fixed term of employment, contain extraordinary severance provisions or guarantee base salary increases.

Recent Say-on-Pay Vote

At our annual meeting of stockholders in June 2024, we held a non-binding, stockholder advisory “Say‑on-Pay” vote to approve the fiscal year 2023 compensation of our then named executive officers. Our stockholders approved this say-on-pay proposal with more than 87% of votes cast voting in favor of our executive compensation program. Taking into consideration the strong stockholder support indicated by such vote, the Compensation Committee maintained an overall approach to executive compensation during 2024 generally consistent with the prior fiscal year, including continued emphasis on pay for performance and leveraging compensation elements that promote the closer alignment between the interests of our executive officers and those of our stockholders.

Compensation-Setting Process

Role and Authority of the Board and Compensation Committee

Our Compensation Committee, pursuant to its charter, has the authority to oversee our executive compensation program. The Compensation Committee is responsible for reviewing and approving the compensation of our CEO and our other NEOs and members of our executive management team. This includes reviewing and approving performance objectives to which compensation may be subject and administration of the equity compensation plan pursuant to which equity awards may be granted to our executive officers. The Compensation Committee retains all authority to determine all matters of executive and equity compensation and benefits but has delegated to our Chief Executive Officer the authority to issue limited equity grants to non-executive employees based on pre-approved grant guidelines. From time to time, the Compensation Committee, in its discretion, may recommend to the board of directors the decisions to be made and other actions to be taken with respect to our executive officers’ compensation.

The Compensation Committee has the authority in its sole discretion to select and hire outside consultants and advisers and to set the compensation to be paid by us to such consultants and advisers.

Role of Compensation Consultant

For fiscal year 2024 the Compensation Committee continued to engage Compensia, a national compensation consulting firm, to provide consulting services to the Compensation Committee with respect to our executive compensation program including compensation strategy. The Compensation Committee has reviewed Compensia’s independence under the applicable SEC rules and NYSE listing standards and determined that the expected services of Compensia did not raise any conflict of interest. These services included assistance in the determination and updating of the compensation peer group and the analysis of competitive executive compensation market data used by the Compensation Committee. With the assistance of Compensia, the Compensation Committee analyzed the compensation structure and compensation levels of our NEOs relative to the compensation data of executives with roles similar to those held by our executives at companies in the peer group. Compensia also assisted the Compensation Committee with the review of our equity incentive compensation program and market practices.

Role of Management

As a result of his close working relationship with our other executive officers, our CEO is asked by the Compensation Committee periodically to provide his assessment of their performance, including input regarding appropriate levels of various elements of compensation, and recommendations regarding strategic and other business objectives to be established as performance criteria for incentive and performance-based compensation. The Compensation Committee from time to time also requests the

input of other members of management, including our CFO, Chief Human Resources Officer and Chief Legal Officer. While the Compensation Committee considers the recommendations of management in determining executive compensation, its decisions are based on its own judgment, and the Compensation Committee is not required to follow any such recommendations. None of our NEOs makes any recommendations regarding their own compensation (except in 2024, with respect to our CEO’s and management’s recommendation regarding reallocation of the CEO’s cash incentive bonus to other employees), and none of our NEOs are present when their compensation is determined.

Executive Compensation Elements

The compensation of our NEOs consists of the following key elements and for the following primary objectives:


Elements of Compensation						Objectives
Base salary						Retain individual executive officer services; provide financial stability, predictability, and security of compensation for fulfilling core duties; recognize day-to-day contributions; and reward and motivate individual performance.
Annual cash incentive						Motivate and reward executive officers for achievement of pre-established and objective financial goals aligned to annual business objectives that are intended to contribute incrementally and cumulatively to our near and long-term success.
Long-term equity-based incentives						Promote closer alignment between the interests of our executive officers and those of our stockholders and encourage a long-term view on decision-making; and assist in retaining key talent over a longer time horizon. Awards in 2024 were granted as a mix of time-based and performance-based RSUs. The time-based awards are intended to promote retention and closer alignment with stockholder value. The performance-based awards are earned contingent on the achievement of pre-established financial criteria intended to promote our long-term business success.

We consider each of the above elements as critical components of compensation that are necessary to build an effective executive compensation program that attracts, retains and motivates our executive officers, on whom our success depends. In setting these executive compensation elements, the Compensation Committee considers a variety of factors, including:

•The executive’s tenure, skills and experience;

•Assessments of the executive’s individual performance;

•The executive’s responsibilities and criticality of their role at the Company;

•The Company’s overall performance;

•Internal pay equity;

•The impact of the compensation on our stockholders and other stakeholders;

•The costs and other business impacts on us of such compensation;

•Recommendations of the CEO with respect to the compensation of executives other than himself;

•The retentive value of the unvested equity awards held by the executive; and

•Competitive labor market pressures and factors relating to recruiting a replacement for the role filled by such executive, including cost of replacement.

The Compensation Committee considers these factors and any others that it may deem appropriate in determining the compensation for our NEOs. The Compensation Committee does not assign relative weights or rankings to any of these factors and does not solely use any quantitative formula or measure to establish the compensation for our NEOs or in relation to the competitive market data. The Compensation Committee instead relies largely on its members’ experience, knowledge and judgment in assessing the various qualitative and quantitative inputs it receives relevant to each NEO and determines compensation accordingly.

Role of Compensation Peer Group and Market Data

In determining the key elements of compensation for our NEOs, the Compensation Committee develops and approves a compensation peer group from which to derive certain relevant market data to be used to review our executive compensation. As described above, the Compensation Committee engaged Compensia to assist in the determination and updating of the peer group and competitive executive compensation market data used by the Compensation Committee as part of setting executive compensation for fiscal year 2024.

In August 2023, the Compensation Committee established the compensation peer group used by the Compensation Committee for the remainder of 2023 and for 2024 based on specific criteria including that the companies were U.S.-based, should have revenues between approximately 0.5 times to 2 times our last four fiscal quarters' revenue, approximately 0.33 times to 3 times our market capitalization, and be classified in any of the following industries: internet services and infrastructure, application software, systems software, communications equipment, or technology hardware, storage and peripherals. The updated criteria resulted in the following changes to our peer group: ANSYS, Inc., Hubspot, Inc. and MongoDB Inc. were removed based on not meeting the updated market capitalization criteria. Okta, Inc., Alteryx, Inc., and UiPath, Inc. were added to replace the removed companies as they met the criteria as described above and the Compensation Committee determined that such companies represent appropriate business comparators. Ceridian HCM Holding Inc. changed name to Dayforce, Inc. on January 31, 2024.

The 2024 compensation peer group consisted of the following companies:


Akamai Technologies, Inc.			Alteryx, Inc.
Blackbaud Inc.			Box Inc.
Confluent Inc.			Dayforce, Inc. (previously Ceridian HCM Holding)
Dropbox, Inc.			Dynatrace, Inc.
Elastic NV			Envestnet Inc.
Fair Isaac Corporation			Guidewire Software, Inc.
New Relic Inc			Nutanix, Inc.
Okta, Inc.			Paycom Software, Inc.
Pegasystems Inc.			PTC Inc.
RingCentral Inc.			Splunk Inc.
Teradata Corporation			UiPath, Inc.

Although the Compensation Committee approved such compensation peer group for 2024, the Compensation Committee recognized that such peer group information may be supplemented with broader market data (on an aggregated, and not individualized, basis) obtained by Compensia from sources such as the Radford Global Technology Survey for U.S. software companies. In the remainder of this Compensation Discussion and Analysis, unless specifically described otherwise, references to our

peer group and any related market data refer to the peer group or supplemental market data as described in this section entitled "Role of Compensation Peer Group and Market Data".

In August 2024, the Compensation Committee updated the compensation peer group that it would use to make applicable compensation determinations for the remainder of 2024 and into 2025.

The peer group used by the Compensation Committee starting in August 2024 was developed based on specific criteria including that the companies were U.S.-based, should have annual revenues between approximately 0.5 times to 2 times our last four fiscal quarters' revenue, approximately 0.33 times to 3 times our market capitalization, and be classified in any of the following industries: internet services and infrastructure, application software, systems software, human resources and employment services. Alteryx Inc. and New Relic Inc. were removed following their acquisition by an investor group and their intended delisting. Splunk Inc. was removed following an acquisition and based on revenue criteria. DocuSign, Inc. was added to replace the removed companies as it met the criteria as described above and the Compensation Committee determined that such company represented appropriate business comparators.

The updated compensation peer group ("updated peer group") consists of the following companies:


Akamai Technologies, Inc.			Blackbaud Inc.
Box Inc.			Confluent inc.
Dayforce, Inc. (previously Ceridian HCM Holding)			DocuSign, Inc.
Dropbox, Inc.			Dynatrace, Inc.
Elastic NV			Envestnet Inc.
Fair Isaac Corporation			Guidewire Software, Inc.
Nutanix, Inc.			Okta, Inc.
Paycom Software, Inc.			Pegasystems Inc.
PTC Inc.			RingCentral Inc.
Teradata Corporation			UiPath, Inc.

The Compensation Committee recognizes that, as with the peer group approved in August 2023, the updated compensation peer group information also may be supplemented with broader market data (on an aggregated, and not individualized, basis) obtained by Compensia from sources such as the Radford Global Technology Survey for U.S. software companies.

Target Total Cash Compensation and Target Total Direct Compensation

The Compensation Committee typically reviews competitive market data from the compensation peer group for each member of our executive management team, including our NEOs, during the first quarter of the fiscal year, including their target total direct compensation, consisting of base salary, a target annual cash incentive opportunity and long-term equity incentives. The Compensation Committee considers such peer group data with respect to target total direct compensation, along with various other factors as described further above to make any adjustments to any of the individual elements of target total direct compensation for NEOs for an appropriate pay and pay-at-risk composition for each executive.

The Compensation Committee generally considers the peer group 50th percentile as one of the appropriate references for establishing the target total cash compensation opportunity for each member of our executive management team. Nonetheless, the Compensation Committee does not rely solely upon any quantitative formula or measure relative to a peer group or competitive market data to establish NEO compensation. The Compensation Committee reviews and refers to peer group and other market data to inform the Compensation Committee of market practices to help ensure that our executive

compensation program remains competitive and achieves its incentive, recruiting and retention objectives.

Base Salaries

We conduct our annual performance assessments for executives during the first quarter of the fiscal year and make merit-based adjustments to base salaries that become effective starting in the second quarter of the fiscal year.

During the review of executive compensation by the Compensation Committee in 2024, the Compensation Committee adjusted the base salary for our CEO, Mr. Walia to be effective January 1, 2024, which increased his base salary from $700,000 to $1,000,000. The base salary increase reflected the Compensation Committee’s assessment of the relevant factors as described above under “Executive Compensation Elements,” including in particular his prior performance and expected contributions in the coming year. The Compensation Committee determined that the other NEOs' base salaries were sufficiently competitive in comparison to the salaries of executives in similar roles at the publicly-listed companies in the peer group and determined that a greater focus on equity awards for the other NEOs in 2024 would better serve the objectives of the Company's compensation program and maintained such salaries at their 2023 levels.

Annual Cash Incentives

We maintain an annual cash incentive program, or Corporate Bonus Plan, established under our Executive Incentive Compensation Plan pursuant to which eligible participants, including our NEOs, have the opportunity to earn cash bonuses based on the achievement of corporate financial performance, and may include discretionary adjustments for individual performance, during the fiscal year. In connection with each NEO’s participation in the Corporate Bonus Plan for NEOs, the Compensation Committee determines the target annual bonus opportunity for each NEO.

During the first quarter of 2024, the Compensation Committee determined each NEO’s 2024 target annual bonus opportunity (expressed as a percentage of base salary) based on its review of applicable peer group and other competitive market information, the NEO’s role, tenure, internal pay equity, and other relevant factors as described above in the section entitled “Executive Compensation Elements.” As a result of this review, the Compensation Committee determined to maintain the target annual bonus opportunity for each NEO at its 2023 level. The Compensation Committee determined that the target annual bonus opportunity for each NEO was sufficiently competitive, including in comparison to the incentive cash compensation paid to executives in similar roles at publicly-listed companies and specifically in the peer group. In addition, as discussed further below, the Compensation Committee determined that a greater focus on equity awards for NEOs in 2024 would better serve the objectives of the Company's compensation program by emphasizing closer alignment between the long-term interests of our stockholders and those of our NEOs.

Each NEO's target annual bonus opportunity for fiscal year 2024 was as follows:


Named Executive Officer	Fiscal Year 2023 Target Bonus Opportunity as Percentage of Base Salary (%)	Fiscal Year 2023 Target Bonus Opportunity Amount ($)	Fiscal Year 2024 Target Bonus Opportunity as Percentage of Base Salary (%)	Fiscal Year 2024 Target Bonus Opportunity Amount ($)
Amit Walia	130	910,000	130	1,300,000
Michael McLaughlin	100	550,000	100	550,000
Jitesh Ghai(1)	100	550,000	100	550,000
John Schweitzer	100	550,000	100	550,000
Ansa Sekharan	100	550,000	100	550,000

(1)Mr. Ghai transitioned out of his role as Chief Product Officer in April 2024, and his employment with us ended in May 2024. Accordingly, he did not receive a cash bonus for fiscal year 2024.

In early 2024, the Compensation Committee approved our 2024 Corporate Bonus Plan for NEOs. The 2024 Corporate Bonus Plan for NEOs provided for two corporate performance metrics consisting of our annual recurring revenue ("Total ARR") with a weighting of 60%, and Adjusted CEBITDA, as defined below, with a weighting of 40%, for fiscal year 2024. The Compensation Committee believed these measures would align our NEOs' incentives with our business strategy and strengthen the link between pay and performance by having a significant amount of compensation tied to rigorous financial and operational performance targets and strategies that are considered important indicators for driving sustained, long-term stockholder value. In determining the weightings for the corporate performance metrics, the Compensation Committee considered primarily the strategic importance of top line achievement for continued business growth, coupled with the importance of adjusted earnings as an indicator of our business success.

•"Annual Recurring Revenue" (Total ARR) means the expected annual billing and revenue amounts from active maintenance and subscription agreements, based on the contract monthly recurring revenue multiplied by 12, where monthly recurring revenue is the accounting adjusted total contract value divided by the applicable number of months of the agreement (including contracts that have expired generally during a six-month grace period but still are under negotiation for renewal, and excluding any cancelled contracts and contracts deemed lost or inactive). The Compensation Committee considered Total ARR to be an appropriate metric for determining annual cash incentive compensation since this measure tracks the annualized cash value collected over a 12-month period for the Company's recurring contracts and is among the key performance metrics that the Company uses in its financial reporting to the public.

•"Adjusted CEBITDA" means, for the purposes of determining the annual cash incentive compensation of our NEOs, GAAP net income (loss) as adjusted for income tax benefit (expense), interest income, interest expense, loss on debt refinancing, other income (expense), stock-based compensation, amortization of intangibles, equity compensation related payments, one time fees related to acquisitions, costs related to discrete payments for legal settlements, restructuring costs and executive severance, one-time impairment on restructured facilities, sponsor-related costs, depreciation, change in Short Term Deferred Revenue, change in Contract Asset, and adjusted for actual cash commission costs. Short Term Deferred Revenue means a contract liability with a term less than 12 months for which the customer has been billed but the revenue has not been fully recognized. Contract Asset represents the portion of accelerated revenue recognition which is greater than the amount billed to a customer. The Compensation Committee considered Adjusted CEBITDA to be an appropriate metric for determining compensation since it believes that Adjusted CEBITDA is an important metric for understanding the Company's business to assess its relative profitability adjusted for balance sheet debt levels. Adjusted CEBITDA is based on one of the key performance metrics that the Company used in its financial reporting to the public, Adjusted EBITDA, with adjustments such as removing commission expenses and deferred revenue to be, in the assessment of the Compensation Committee, more appropriate for use in incentivizing our NEOs to achieve our business objectives and for determining executive compensation. In the calculation of Adjusted CEBITDA for the purposes of determining the 2024 Corporate Bonus Plan achievement percentage, any accrued Corporate Bonus Plan payouts are excluded.

Achievement of each of the corporate performance metrics at their target achievement levels would result in 100% funding of the bonus pool under the 2024 Corporate Bonus Plan for NEOs. To the extent that achievement levels were between the threshold achievement level and the target level or between

the target level and the maximum achievement level, the percentage of the corporate bonus payment allocated to each metric would be determined by applying linear interpolation between achievement levels. Bonuses under the 2024 Corporate Bonus Plan for NEOs also were subject to adjustment based on assessment of individual performance during the year. Notwithstanding any performance achievement under the 2024 Corporate Bonus Plan for NEOs, the Compensation Committee retained full discretion to determine the relative weighting ultimately given to each performance metric, or to increase, decrease or eliminate awards under the 2024 Corporate Bonus Plan for NEOs, as it deemed appropriate. The following table describes the 2024 Corporate Bonus Plan for NEOs performance metrics approved by the Compensation Committee.


	Total ARR		Adjusted CEBITDA
(dollar amounts shown in millions)	Achievement Level ($)	Eligible Payout Percentage (%)	Achievement Level ($)	Eligible Payout Percentage (%)
Below Threshold	Below 1,676.0	0	Below 631.0	0
Threshold	1,676.0	50	631.0	50
Target	1,755.0	100	701.0	100
Maximum	1,817.0	175	771.0	150

For fiscal year 2024, the Compensation Committee reviewed our performance against each of the corporate performance metrics under the 2024 Corporate Bonus Plan formula and determined that the 2024 Corporate Bonus Plan for NEOs achievement was at the following levels:


Corporate Performance Metric	Target ($)	Certified Achievement Level ($)	Certified Achievement as a Percentage of Target(1)(2) (%)	Performance Metric Weighting (%)	Certified Bonus Achievement (unweighted) (%)
	(in millions)
Total ARR	1,755	1,725	98.3	60.0	81.1
Adjusted CEBITDA	701	614	86.7	40.0	—

(1)In the calculation of Adjusted CEBITDA for the purposes of determining the 2024 Corporate Bonus Plan for NEOs achievement percentage, any accrued Corporate Bonus Plan payouts are excluded.

(2)Certified achievement as a percentage was determined based on linear interpolation between the threshold and target levels or between the target and maximum levels, as applicable.

Following the completion of fiscal year 2024, the Compensation Committee approved the achievement of the applicable corporate performance metrics at 48.7% under the 2024 Corporate Bonus Plan for NEOs, which reflects the weighted sum of the certified bonus achievement of each corporate performance metrics. The Compensation Committee also determined to use the discretion afforded to it under the Corporate Bonus Plan for NEOs to adjust the actual bonus pool allocations under the 2024 Corporate Bonus Plan for NEOs, in accordance with our CEO’s and management’s recommendations, such that $633,000 that otherwise would have been payable under the 2024 Corporate Bonus Plan for NEOs for the bonus achievement of our CEO was allocated to the payments to be made to non-executive participants in the 2024 Corporate Bonus Plan for Non-Executives to help motivate non-executive employees to continue achieving Company objectives.

As a result of the determination by the Compensation Committee of the funding of the 2024 Corporate Bonus Plan for NEOs, the following cash bonuses were paid to our NEOs for fiscal year 2024:


Named Executive Officer	Fiscal Year 2024 Actual Bonus Amount As Percentage of Target Bonus Opportunity (%)	Fiscal Year 2024 Actual Bonus Amount ($)
Amit Walia (1)	—	—
Michael McLaughlin	48.7	267,850
Jitesh Ghai (2)	—	—
John Schweitzer	48.7	267,850
Ansa Sekharan	48.7	267,850

(1) There was no actual bonus payout for our CEO as a result of the reallocation of his bonus amount to the overall funding pool for the 2024 Corporate Bonus Plan for Non-Executives.

(2) Mr. Ghai's employment with us ended in May 2024. Accordingly, he did not receive a cash bonus for fiscal year 2024.

Long-Term Equity Incentives

We maintain a long-term equity incentive plan to promote closer alignment between the interests of our executive officers and those of our stockholders, encourage a long-term view on decision-making, and assist in retaining key talent over a longer time horizon. The Compensation Committee has determined that granting equity awards in the form of restricted stock unit (“RSU”) awards with a mix of time-based and performance-based RSU (“PSU”) awards for our NEOs supports the achievement of our compensation objectives. In considering the mix of equity awards to be granted to our NEOs, the Compensation Committee, in consultation with Compensia, considered various factors, including equity award granting practices of the companies in our compensation peer group. The Compensation Committee also considered that RSU awards tend to provide relatively stronger retentive value as such awards more closely track the value of the underlying shares without reference to any fixed exercise price as in the case of grants made in the form of options. The Compensation Committee further considered that performance-based RSU awards can provide substantial incentive to achieve important Company objectives, enhance pay-for-performance and promote alignment with stockholder interests.

Mix of RSU and PSU Awards for Fiscal Year 2024

In November 2023 the Compensation Committee approved a mix of RSUs and PSUs for the fiscal year 2024 long-term equity incentives of 50% RSUs and 50% PSUs for our NEOs, with the RSUs to be awarded in November 2023 and the PSUs to be awarded in 2024. These RSU awards were designed to account for the November 2023 grant date and how the awards were made in lieu of awards that the Compensation Committee had initially planned to approve in the 2024 equity award grant cycle. These awards are subject to three-year vesting terms and are sized accordingly. The number of shares subject to the RSUs awarded in November 2023 were higher than the PSUs awarded in 2024 due to lower conversion price in November 2023 than in February 2024.

RSU Awards for Fiscal Year 2024

Effective November 27, 2023, our NEOs received the following time-based RSU equity awards to vest ratably each quarter over three years, with the first vesting date occurring on February 15, 2024:


Named Executive Officer						Number of Shares Subject to RSU Awards (#)
Amit Walia						581,264
Michael McLaughlin						97,361
Jitesh Ghai(1)						97,361
John Schweitzer						97,361
Ansa Sekharan						97,361

(1) Mr. Ghai's employment with us ended in May 2024. His unvested RSU awards were forfeited as of such date.

Special Performance-based Restricted Stock Unit (PSU) Awards for CEO

In addition to the RSUs awarded to all our NEOs in November 2023, Mr. Walia received an award of special multi-year PSUs covering 600,000 shares in November 2023. The Compensation Committee determined, including after taking into consideration a competitive market analysis prepared by Compensia, to grant this award to Mr. Walia to further align his target total direct compensation with increasing stockholder value and to drive meaningful and sustainable long-term growth. The PSU award has a three-year performance period commencing on the award date and is subject to a three-year quarterly service-based vesting requirement. The portions of this PSU award that would become eligible to vest, subject to the service-based vesting requirement, are based on the achievement of the following stock price levels during the performance period as follows:


Tranche		Percent of Target Number of PSU awards Allocated to Tranche		Stock Price (1)($)
Tranche 1	1	50	%	30.00
Tranche 2		25	%	32.50
Tranche 3		25	%	35.00

(1) Stock Price with respect to this PSU award was defined as the volume weighted average trading price of a share of the Company’s Class A common stock on the NYSE over a 90 consecutive calendar day period during the applicable Performance Period.

On March 19, 2024, and April 11, 2024, our Compensation Committee certified achievement of the performance goals for Tranche 1 of 300,000 shares and Tranche 2 of 150,000 shares under this PSU award, respectively.

The size of the equity awards to Mr. Walia in 2024 relative to our other NEOs was determined by the Compensation Committee in light of, among other factors, the special role of a Chief Executive Officer in driving Company performance, providing greater emphasis on equity compensation to align with stockholder value creation and the importance of retaining Mr. Walia to pursue and achieve the Company's longer-term strategic objectives.

In accordance with the determination of the Compensation Committee in November 2023 to grant PSU awards in 2024, in February 2024 the Compensation Committee granted PSU awards to our NEOs. The PSU awards granted in February 2024 were subject to performance vesting based upon the Company’s 2024 financial plan to help drive the achievement of pre-established performance goals as determined by the Compensation Committee. The PSU awards had a one-year performance period of fiscal year 2024 with earned shares (if any) subject to a three-year annual service-based vesting requirement. The PSU awards were divided into three parts associated with different performance metrics. The Compensation Committee believed the following metrics subject to the target PSU award would align our NEO's incentives with our business strategy and strengthen the link between pay and performance by having a significant amount of compensation tied to rigorous financial and operational performance targets and strategies that are considered important indicators for driving sustained, long-term stockholder value. The applicable metric and the percentage of the shares subject to the target PSU award allocated to each metric were as follows:


Performance Goal	Percent of Target Number of PSU awards
Cloud NARR(1)	40	%
Total ARR(2)	30	%
Adjusted CEBITDA(3)	30	%

(1)

SEC Form DEF 14A filed by Informatica Inc.