INFORMATICA INC., DEF 14A filed on 4/28/2025
Proxy Statement (definitive)
v3.25.1
Cover
 12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Informatica Inc.
Entity Central Index Key 0001868778
v3.25.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
Year
Summary compensation table total for PEO (1) ($)
Compensation actually paid to PEO(1) (3) (G) ($)
Average summary compensation table total for non-PEO NEOs(2) ($)
Average compensation actually paid to non-PEO NEOs(2) (3) (4) ($)
Value of initial fixed $100 investment based on:
Net Income (in thousands)(6) ($)
Company Selected Measure: Adjusted CEBITDA(in thousands)(7) ($)
Total share-holder return (5) ($)
Peer group total share-holder return (5) ($)
20248,611,892 3,885,652 3,331,971 (2,185,684)89 1659,931 614,400 
202341,443,075 80,918,043 7,169,970 12,997,060 98 122(125,283)566,600 
202232,341,017 (13,267,313)8,649,998 (4,673,576)56 77(53,675)406,200 
202119,474,195 50,786,412 5,843,120 17,515,309 128 109 (99,929)394,900 
      
Company Selected Measure Name Adjusted CEBITDA      
Named Executive Officers, Footnote Our PEO for fiscal years 2024, 2023, 2022, and 2021 was Amit Walia.Our non-PEO NEOs for fiscal years 2024, 2023, 2022, and 2021 consisted of the following individuals:

Fiscal YearNon-PEO NEOs
2024
Michael McLaughlin, Jitesh Ghai, John Schweitzer and Ansa Sekharan
2023Michael McLaughlin, Eric Brown, Jitesh Ghai, John Schweitzer and Ansa Sekharan
2022Eric Brown, Jitesh Ghai, John Schweitzer and Ansa Sekharan
2021Eric Brown, Jitesh Ghai, John Schweitzer and Ansa Sekharan
      
Peer Group Issuers, Footnote Company and peer group TSR reflects the Company’s "2024 peer group" in our Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K which was the S&P 500 Information Technology Index. Each year reflects what the cumulative value of $100 would be, including reinvestment of dividends, if such amount were invested on October 27, 2021, the first day of trading in connection with the Company’s initial public offering.      
PEO Total Compensation Amount $ 8,611,892 $ 41,443,075 $ 32,341,017 $ 19,474,195
PEO Actually Paid Compensation Amount $ 3,885,652 80,918,043 (13,267,313) 50,786,412
Adjustment To PEO Compensation, Footnote The compensation "actually paid" ("CAP") was calculated beginning with the PEO's and non-PEO NEOs' annual total compensation reported in the Summary Compensation Table ("SCT") for each covered year. The CAP to our PEO, and the average CAP to our non-PEO NEOs, reflect the following adjustments from annual total compensation in the applicable SCT:
ADJUSTMENTS ($)
SCT Total ($)
Less, value of Stock Awards reported in SCT
Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding at Fiscal Year End(*)
Plus, Change in Fair Value of Prior Year awards that are Unvested and Outstanding at Fiscal Year End(*)
Plus, Fair Value of Awards Granted in Fiscal Year and that Vested in Fiscal Year(*)
Plus, Change in Fair Value (from prior year-end) of Prior Year awards that Vested in the Fiscal Year(*)
Less, awards granted in prior years that are determined to fail to meet the applicable vesting conditions
Total Compensation Actually Paid ($)
PEO(1)
20248,611,892 (6,712,160)3,284,605 (3,796,660)— 2,497,975 — 3,885,652 
202341,443,075 (39,990,763)51,930,552 25,705,916 — 1,829,263 — 80,918,043 
202232,341,017 (30,888,704)23,156,603 (28,615,197)344,712 (9,605,744)— (13,267,313)
202119,474,195 (17,827,252)25,760,750 21,274,594 — 2,104,125 — 50,786,412 
Average Non-PEO NEO
20243,331,971 (2,323,440)852,734 (875,213)— 582,689 (3,754,425)(2,185,684)
20237,169,970 (6,164,537)8,732,622 3,580,037 353,872 1,027,378 (1,702,282)12,997,060 
20228,649,998 (7,683,856)6,128,146 (8,629,088)130,789 (3,269,565)— (4,673,576)
20215,843,120 (4,626,179)8,033,680 7,207,387 357,247 700,054 — 17,515,309 
*Fair value or change in fair value, as applicable, of equity awards in the table in this footnote 3 was determined by reference to (a) for RSU awards, the closing price of our Class A common stock on applicable year-end date(s) or, in the case of vesting dates, the closing price of our Class A common stock as of the applicable vesting date, (b) for PSUs subject to performance and service vesting conditions, the same valuation methodology as RSU awards above except year-end values are multiplied by the probability of achievement as of each such date, (c) for PSUs subject to market and service vesting conditions, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s), (d) for stock options subject to performance, market and service conditions, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s), and (e) for stock options, subject to a service-only condition or service and performance conditions, a Black-Scholes value as of the applicable year-end or vesting date(s), determined based on the same methodology as used to determine grant date fair value but using the closing stock price of a share of our Class A common stock on the applicable revaluation date as the current market price and with an expected life based on the Company historical exercise of options (subject to option expiration date) and based on volatility and risk free rates determined as of the revaluation date based on the expected life period and based on an expected dividend rate of 0%.
      
Non-PEO NEO Average Total Compensation Amount $ 3,331,971 7,169,970 8,649,998 5,843,120
Non-PEO NEO Average Compensation Actually Paid Amount $ (2,185,684) 12,997,060 (4,673,576) 17,515,309
Adjustment to Non-PEO NEO Compensation Footnote The compensation "actually paid" ("CAP") was calculated beginning with the PEO's and non-PEO NEOs' annual total compensation reported in the Summary Compensation Table ("SCT") for each covered year. The CAP to our PEO, and the average CAP to our non-PEO NEOs, reflect the following adjustments from annual total compensation in the applicable SCT:
ADJUSTMENTS ($)
SCT Total ($)
Less, value of Stock Awards reported in SCT
Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding at Fiscal Year End(*)
Plus, Change in Fair Value of Prior Year awards that are Unvested and Outstanding at Fiscal Year End(*)
Plus, Fair Value of Awards Granted in Fiscal Year and that Vested in Fiscal Year(*)
Plus, Change in Fair Value (from prior year-end) of Prior Year awards that Vested in the Fiscal Year(*)
Less, awards granted in prior years that are determined to fail to meet the applicable vesting conditions
Total Compensation Actually Paid ($)
PEO(1)
20248,611,892 (6,712,160)3,284,605 (3,796,660)— 2,497,975 — 3,885,652 
202341,443,075 (39,990,763)51,930,552 25,705,916 — 1,829,263 — 80,918,043 
202232,341,017 (30,888,704)23,156,603 (28,615,197)344,712 (9,605,744)— (13,267,313)
202119,474,195 (17,827,252)25,760,750 21,274,594 — 2,104,125 — 50,786,412 
Average Non-PEO NEO
20243,331,971 (2,323,440)852,734 (875,213)— 582,689 (3,754,425)(2,185,684)
20237,169,970 (6,164,537)8,732,622 3,580,037 353,872 1,027,378 (1,702,282)12,997,060 
20228,649,998 (7,683,856)6,128,146 (8,629,088)130,789 (3,269,565)— (4,673,576)
20215,843,120 (4,626,179)8,033,680 7,207,387 357,247 700,054 — 17,515,309 
*Fair value or change in fair value, as applicable, of equity awards in the table in this footnote 3 was determined by reference to (a) for RSU awards, the closing price of our Class A common stock on applicable year-end date(s) or, in the case of vesting dates, the closing price of our Class A common stock as of the applicable vesting date, (b) for PSUs subject to performance and service vesting conditions, the same valuation methodology as RSU awards above except year-end values are multiplied by the probability of achievement as of each such date, (c) for PSUs subject to market and service vesting conditions, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s), (d) for stock options subject to performance, market and service conditions, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s), and (e) for stock options, subject to a service-only condition or service and performance conditions, a Black-Scholes value as of the applicable year-end or vesting date(s), determined based on the same methodology as used to determine grant date fair value but using the closing stock price of a share of our Class A common stock on the applicable revaluation date as the current market price and with an expected life based on the Company historical exercise of options (subject to option expiration date) and based on volatility and risk free rates determined as of the revaluation date based on the expected life period and based on an expected dividend rate of 0%.
      
Equity Valuation Assumption Difference, Footnote Fair value or change in fair value, as applicable, of equity awards in the table in this footnote 3 was determined by reference to (a) for RSU awards, the closing price of our Class A common stock on applicable year-end date(s) or, in the case of vesting dates, the closing price of our Class A common stock as of the applicable vesting date, (b) for PSUs subject to performance and service vesting conditions, the same valuation methodology as RSU awards above except year-end values are multiplied by the probability of achievement as of each such date, (c) for PSUs subject to market and service vesting conditions, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s), (d) for stock options subject to performance, market and service conditions, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s), and (e) for stock options, subject to a service-only condition or service and performance conditions, a Black-Scholes value as of the applicable year-end or vesting date(s), determined based on the same methodology as used to determine grant date fair value but using the closing stock price of a share of our Class A common stock on the applicable revaluation date as the current market price and with an expected life based on the Company historical exercise of options (subject to option expiration date) and based on volatility and risk free rates determined as of the revaluation date based on the expected life period and based on an expected dividend rate of 0%.      
Compensation Actually Paid vs. Total Shareholder Return
The graph below describes the relationship between the Company’s total stockholder return ("TSR") relative to peer group TSR and compensation actually paid to our PEO, as well as to our non-PEO NEOs on an averaged basis. The decrease in both CAP and TSR in fiscal year 2024 as compared to fiscal year 2023 was attributable to the stock price decrease as of the end of the year and the decrease in the year-end value of outstanding equity awards primarily attributable to the timing of equity awards. There was a 9% decrease in our closing stock price from December 29, 2023, the last trading day of our fiscal year 2023 (which was $28.39) to December 31, 2024, the last trading day of our fiscal year 2024 (which was $25.93). In addition, a higher proportion of outstanding grants were awarded in 2023 as compared to 2024 which was the primary driver of the overall decrease in CAP for fiscal year 2024.
CAP vs TSR 2024.jpg
TSR in the above graph, for both the Company and the peer group as noted in the Pay Versus Performance Table, reflects the cumulative return of $100 as if invested on the market close on October 27, 2021, the first day of trading in connection with the Company's initial public offering, including reinvestment of any dividends.
      
Compensation Actually Paid vs. Net Income
The graph below reflects that the Company’s net income increased from fiscal year 2023 to fiscal year 2024 while the PEO's compensation actually paid and average compensation actually paid to our non-PEO NEOs decreased significantly. This was primarily due to the significant emphasis the Company has placed on equity incentives, which are sensitive to changes in stock price and the timing of these awards which does not directly correlate with net income. The Company currently does not use net income as a performance measure in its executive compensation program. Instead, a substantial portion of the incentive-based component of our executive compensation program is based on the financial performance measure relating to our Adjusted CEBITDA and operational performance measures relating to our revenue, as discussed in further detail in the Compensation Discussion and Analysis above. Footnote 7 to the Pay Versus Performance Table describes adjustments to Net Income that were used to calculate Adjusted CEBITDA.
CAP vs Net Income 2024.jpg
      
Compensation Actually Paid vs. Company Selected Measure
The graph below describes how the Company’s Adjusted CEBITDA, as defined above, increased year over year while the PEO's compensation actually paid and average compensation actually paid of our non-PEO NEOs decreased significantly. This was primarily due to the significant emphasis the Company places on equity incentives, which are more sensitive to changes in stock price and the timing of these awards rather than directly correlating with the Company's Adjusted CEBITDA, which excludes any equity related impacts.
CAP vs Adj CEBITDA 2024.jpg
      
Total Shareholder Return Vs Peer Group
The graph below describes the relationship between the Company’s total stockholder return ("TSR") relative to peer group TSR and compensation actually paid to our PEO, as well as to our non-PEO NEOs on an averaged basis. The decrease in both CAP and TSR in fiscal year 2024 as compared to fiscal year 2023 was attributable to the stock price decrease as of the end of the year and the decrease in the year-end value of outstanding equity awards primarily attributable to the timing of equity awards. There was a 9% decrease in our closing stock price from December 29, 2023, the last trading day of our fiscal year 2023 (which was $28.39) to December 31, 2024, the last trading day of our fiscal year 2024 (which was $25.93). In addition, a higher proportion of outstanding grants were awarded in 2023 as compared to 2024 which was the primary driver of the overall decrease in CAP for fiscal year 2024.
CAP vs TSR 2024.jpg
TSR in the above graph, for both the Company and the peer group as noted in the Pay Versus Performance Table, reflects the cumulative return of $100 as if invested on the market close on October 27, 2021, the first day of trading in connection with the Company's initial public offering, including reinvestment of any dividends.
      
Tabular List, Table
Most Important Financial Performance Measures We Used in Compensating our NEOs for Fiscal Year 2024
Adjusted CEBITDA
Stock Price
      
Total Shareholder Return Amount $ 89 98 56 128
Peer Group Total Shareholder Return Amount 165 122 77 109
Net Income (Loss) $ 9,931,000 $ (125,283,000) $ (53,675,000) $ (99,929,000)
Company Selected Measure Amount 614,400,000 566,600,000 406,200,000 394,900,000
PEO Name Amit Walia      
Additional 402(v) Disclosure For the portion of CAP that is based on year-end stock prices, the following closing prices of a share of our Class A common stock were used: 2024 at $25.93, 2023 at $28.39, 2022 at $16.29, and 2021 at $36.98.Represents consolidated GAAP net income for the year ended 2024, 2023, 2022, and 2021.      
Measure:: 1        
Pay vs Performance Disclosure        
Name Adjusted CEBITDA      
Non-GAAP Measure Description The Company-Selected Measure for fiscal year 2024 is Adjusted CEBITDA. Adjusted CEBITDA for the purposes of determining the compensation of our NEOs means the Company's 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. For the purposes of determining the actual payout of performance bonus or attainment of performance-based equity awards, any amounts accrued for performance bonus payouts are excluded from Adjusted CEBITDA and not reflected in the table.      
Measure:: 2        
Pay vs Performance Disclosure        
Name Stock Price      
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (6,712,160) $ (39,990,763) $ (30,888,704) $ (17,827,252)
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 3,284,605 51,930,552 23,156,603 25,760,750
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (3,796,660) 25,705,916 (28,615,197) 21,274,594
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 344,712 0
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 2,497,975 1,829,263 (9,605,744) 2,104,125
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (2,323,440) (6,164,537) (7,683,856) (4,626,179)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 852,734 8,732,622 6,128,146 8,033,680
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (875,213) 3,580,037 (8,629,088) 7,207,387
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 353,872 130,789 357,247
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 582,689 1,027,378 (3,269,565) 700,054
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (3,754,425) $ (1,702,282) $ 0 $ 0
v3.25.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true