Austin Locke
About Austin Locke
Austin Locke (age 43) is an independent director of Informatica Inc. since December 2019; he is Managing Director at CPP Investments, leading North American technology investing in Direct Private Equity, and chairs Informatica’s Compensation Committee. He holds a B.S. in Analytical Finance from Wake Forest University and an MBA from the University of Chicago Booth School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CPP Investments | Managing Director; leads NA technology investing (Direct Private Equity) | May 2014–present | Sponsor-designated director rights at INFA via stockholder agreement; potential influence through committee appointment rights |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McAfee Corp. | Director | Not disclosed | Board member |
| Waymo | Director | Not disclosed | Board member |
Board Governance
- Committees: Chair of Compensation Committee (members: Austin Locke, Bruce Chizen, Ryan Lanpher); 5 meetings in FY2024 .
- Independence: Board determined Austin Locke is independent under NYSE standards; INFA is a controlled company (audit committee fully independent; other committees may include sponsor designees) .
- Attendance: Board held 12 meetings in FY2024; each director attended ≥75% of board/committee meetings; 8 directors attended the 2024 annual meeting; non-management directors meet regularly in executive session (presiding director: Bruce Chizen) .
- Sponsor governance overlay: Permira and CPP Investments hold nomination rights; each may appoint a director to serve on each board committee other than audit while they retain designation rights .
| Governance Metric | Value | Source |
|---|---|---|
| Board meetings (FY2024) | 12 | |
| Compensation Committee meetings (FY2024) | 5 | |
| Attendance (all directors) | ≥75% of meetings | |
| Annual meeting attendance (2024) | 8 directors | |
| Independence status | Independent (NYSE) | |
| Controlled company status | Controlled; audit committee independent | |
| Executive sessions | Non-management meet regularly; presiding director Bruce Chizen |
Fixed Compensation
| Component | Policy Amount (USD) | Applicability to Locke | Actual Paid FY2024 (USD) |
|---|---|---|---|
| Board cash retainer | 55,000 per year | Not applicable; non‑compensated director classification | — (no pay) |
| Compensation Committee Chair fee | 20,000 per year | Not applicable; non‑compensated director classification | — (no pay) |
| Compensation Committee member fee | 10,000 per year | Not applicable | — |
| Audit Committee chair/member fees | 28,500 / 12,500 per year | Not applicable (not on audit) | — |
| Nominating & Governance chair/member fees | 15,000 / 7,500 per year | Not applicable | — |
- Director compensation framework: Non‑compensated directors (employees/general partners of institutional stockholders holding ≥2% fully diluted) receive no cash retainers or equity; classification persists while entity remains a “major investor” .
Performance Compensation
| Equity Award Type | Standard Grant Value | Vesting | Performance Metrics | Applies to Locke |
|---|---|---|---|---|
| Initial RSU (new director) | $480,000 (from 1/1/2025; prior $450,000) | 3 equal annual installments | None (time-based RSUs) | Not applicable (non‑compensated) |
| Annual RSU (outside director) | $240,000; Board Chair $340,000 (from 1/1/2025; prior $225,000/$325,000) | Vests at next annual meeting or 1-year from grant | None (time-based RSUs) | Not applicable (non‑compensated) |
| Change-in-control treatment | Full acceleration of director RSUs for non‑employee directors | Upon change-in-control | N/A | Not applicable (no awards to Locke) |
No director performance metrics (ARR, EBITDA, TSR) are tied to board compensation; director equity is time-based only, and non‑compensated directors like Locke receive no equity awards .
Other Directorships & Interlocks
| Company | Sector | Role | Interlocks/Notes |
|---|---|---|---|
| McAfee Corp. | Cybersecurity | Director | External board; no INFA disclosure of related transactions with McAfee |
| Waymo | Autonomous vehicles | Director | External board; Waymo is private; no INFA disclosure of related transactions with Waymo |
- Sponsor interlocks: CPP Investments (Locke’s employer) is a “Sponsor” with board nomination and committee appointment rights; retains significant voting power and Class B shares; Sponsors executed a 16,000,000 share secondary offering in November 2024 .
Expertise & Qualifications
- Private equity and technology investing leadership; corporate finance and strategy experience; board exposure across technology/software companies .
- Education: B.S. Analytical Finance (Wake Forest), MBA (Chicago Booth) .
Equity Ownership
| Item | Detail | Source |
|---|---|---|
| Beneficial ownership (Locke) | Not listed with share counts; indicates <1% ownership | |
| Director stock ownership guidelines | Outside directors must hold ≥5x annual cash retainer; non‑compensated directors are excluded | |
| Hedging/pledging policy | Hedging and pledging of company stock prohibited |
Governance Assessment
-
Positives:
- Independent status under NYSE despite sponsor affiliation; audit committee fully independent; regular executive sessions .
- Active chairing of Compensation Committee; committee uses independent consultant (Compensia) and performs annual peer benchmarking; director compensation reviewed/updated for competitiveness .
- Clawback policy for executive incentive compensation and plan-level clawback provisions; strong anti‑hedging/anti‑pledging .
-
Concerns and potential conflicts:
- Controlled company with extensive Sponsor rights (board size changes, CEO appointment, change‑in‑control transactions, large acquisitions/debt) and committee appointment rights (excluding audit); Locke’s employer (CPP Investments) is a Sponsor and he chairs the Compensation Committee—this can pose perceived conflicts in executive pay oversight and board independence .
- Non‑compensated director classification means Locke receives no cash/equity directly from INFA; alignment is primarily via Sponsor’s holdings rather than personal share ownership, potentially diluting “skin‑in‑the‑game” optics for independent investors .
- Ongoing Sponsor transactions (e.g., November 2024 secondary offering) underscore influence and liquidity dynamics; audit committee must continue rigorous related‑party oversight .
-
Shareholder sentiment:
- Say‑on‑Pay approval was strong at >87% in June 2024, supporting confidence in pay practices administered by the Compensation Committee .
RED FLAGS
- Sponsor‑affiliated director (CPP Investments) chairs the Compensation Committee while Sponsors hold nomination/committee appointment rights and veto-like rights over key corporate actions .
- Minimal disclosed personal share ownership (<1% and not listed with specifics); excluded from director ownership guidelines due to non‑compensated status .
Overall implication: Locke brings deep PE/technology expertise and is active in compensation oversight, but Sponsor governance privileges and his sponsor affiliation require heightened monitoring of independence, related‑party oversight, and pay practices to maintain investor confidence .