Bruce Chizen
About Bruce Chizen
Bruce Chizen (age 69) is the non-executive Chair of Informatica’s Board, serving since 2015; he was Executive Chairman from January 2016 through October 2021 and has continued as Chair thereafter. He is classified as an independent director under NYSE rules and is currently an independent consultant; he holds a B.S. in Health Sciences from Brooklyn College (CUNY) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Informatica Inc. | Executive Chairman; Special Advisor | Executive Chairman: Jan 2016–Oct 2021; Special Advisor: Aug 2015–Oct 2021 | Transitioned to non-executive Chair post-Oct 2021 |
| Informatica Inc. | Chair of the Board (non-executive) | Oct 2021–Present | Presiding director for executive sessions; focuses on board effectiveness |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Oracle Corporation | Director | Since Jul 2008 | Public company board |
| ChargePoint Holdings, Inc. | Director | Since Dec 2014 | Public company board |
| Synopsys, Inc. | Director | Since Apr 2001 | Public company board |
| Permira Advisers LLP | Senior Adviser | Since Jul 2008 | Private equity sponsor of INFA |
| Permira Growth Opportunities | Operating Partner | Since Jun 2018 | Sponsor affiliate |
| Voyager Capital | Venture Partner | Since Aug 2009 | Venture capital role |
Board Governance
- Role: Non-executive Chair of the Board; presides over non-management executive sessions .
- Committee assignment: Member, Compensation Committee (Chair: Austin Locke; other member: Ryan Lanpher) .
- Independence: Board determined Chizen is independent under NYSE standards; INFA is a “controlled company” and thus only required to have an independent audit committee (which it does) .
- Attendance and engagement: Board held 12 meetings in FY2024; all directors attended at least 75% of board and applicable committee meetings. Eight directors attended the 2024 annual meeting .
- Sponsor influence: Stockholder agreement grants Permira and CPP Investments rights to designate directors and appoint one director to each board committee other than audit while their designation rights persist .
Fixed Compensation
| Component | Amount | Timing/Notes |
|---|---|---|
| Annual Board Retainer (non-employee director) | $55,000 | Paid quarterly |
| Chair of the Board Cash Fee | $100,000 | Annual fee |
| Compensation Committee Member Fee | $10,000 | Annual fee for committee members |
| Total Cash Earned (FY2024) | $165,000 | Reported for Chizen |
- FY2024 director compensation received by Bruce Chizen: Fees earned $165,000; Stock awards $324,996; Total $489,996 .
Performance Compensation
| Equity Element | Value | Vesting | Notes |
|---|---|---|---|
| Annual RSU Grant (Chair) | $325,000 (FY2024 grant value); increased to $340,000 effective Jan 1, 2025 | Vests in full on earlier of 1-year from grant or next annual meeting | Under Director Compensation Policy |
| Standard Annual RSU (non-chair) | $225,000 (FY2024); increased to $240,000 effective Jan 1, 2025 | Same as above | Policy update effective 2025 |
| Initial RSU Award (new director) | $450,000 (pre-2025); $480,000 (effective Jan 1, 2025) | 3 equal annual installments | For first-time directors |
| Change-in-control treatment (director equity) | Full acceleration | Upon change in control while serving as director | Applies to director equity granted as a non-employee |
- FY2024 outstanding equity holdings for Chizen as of Dec 31, 2024: Stock options outstanding 635,415 shares; RSUs outstanding 10,884 shares .
- Anti-hedging/pledging policy: Executives and non-employee directors are prohibited from hedging and pledging Informatica stock .
Other Directorships & Interlocks
| Company | Role | Committee/Interlock Notes |
|---|---|---|
| Oracle Corporation | Director | Public board service |
| ChargePoint Holdings, Inc. | Director | Interlock: INFA director Mitesh Dhruv also serves on ChargePoint’s Board and Audit Committee |
| Synopsys, Inc. | Director | Public board service |
- Sponsor interlocks: Chizen is Senior Adviser to Permira (an INFA sponsor with nomination rights and committee placement rights), while INFA compensation committee includes Permira’s Ryan Lanpher; board nevertheless determined both to be independent under NYSE rules .
Expertise & Qualifications
- Significant expertise managing complex global organizations; independent consultant; senior advisory roles in private equity; longstanding public-company board experience across enterprise technology .
- Education: B.S., Health Sciences, Brooklyn College (CUNY) .
Equity Ownership
| Holder | Shares Owned (Class A) | % of Class A | Derivative/Unvested Details |
|---|---|---|---|
| Bruce Chizen | 1,502,120 | <1% | Includes 543,631 shares underlying stock options that have vested or will vest within 60 days; additional holdings via irrevocable trusts and direct ownership |
- Director Stock Ownership Guidelines: Minimum value equal to 5× annual cash retainer; compliance due within 5 years from Jan 1, 2025 or board start date; unexercised options and unvested awards do not count .
Governance Assessment
-
Strengths:
- Independent non-executive Chair structure with regular executive sessions; Chizen acts as presiding director, supporting board oversight and effectiveness .
- Documented director ownership guidelines and anti-hedging/pledging policy enhance alignment with shareholders .
- Transparent director compensation framework, market-referenced via independent consultant (Compensia); FY2024 cash/equity mix disclosed .
-
Risks/Red Flags:
- Controlled company status and sponsor nomination/committee rights can dilute independent governance; INFA is only required to have an independent audit committee, and sponsors may appoint committee members other than audit while rights persist .
- Potential conflicts of interest: Chizen’s Senior Adviser role at Permira (a major sponsor with Board and committee influence) alongside his membership on INFA’s Compensation Committee could raise perceived conflict risk, though the Board has affirmatively determined his independence and the audit committee reviews related-party transactions .
- Sponsor secondary offering in Nov 2024 underscores ongoing sponsor liquidity dynamics that can influence governance priorities .
-
Attendance/Engagement Signal:
- Board met 12 times in 2024; all directors met the minimum 75% attendance threshold; eight directors attended the 2024 annual meeting—indicative of baseline engagement .
-
Compensation Committee Analysis:
- Composition: Austin Locke (Chair), Bruce Chizen, Ryan Lanpher; none have been company officers in the prior three years; management committee interlocks absent .
- Consultant independence affirmed; peer groups updated with clear criteria; committee oversees CEO pay, executive compensation, and equity plans .
-
Shareholder Feedback:
- 2024 say-on-pay (covering FY2023 compensation) passed with >87% approval; committee maintained pay-for-performance focus thereafter .
Related-Party Exposure
- Stockholder agreement with Permira and CPP Investments grants nomination, removal, and committee appointment rights (other than audit) while ownership thresholds are met; certain major actions require sponsor affirmative votes (e.g., CEO appointment/removal, change in control, large transactions) .
- Audit committee reviews and must approve related-party transactions; policy includes independence and fairness tests .
Director Compensation (FY2024)
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash | $165,000 |
| Stock Awards (Grant-Date Fair Value) | $324,996 |
| Total | $489,996 |
Committee Assignments, Chair Roles, and Expertise
| Committee | Role | Expertise/Notes |
|---|---|---|
| Board of Directors | Chair (non-executive) | Oversees board effectiveness; presides over executive sessions |
| Compensation Committee | Member | Executive comp oversight; independent consultant utilized |
Independence, Attendance, and Engagement
- Independence: Board determined Chizen is independent under NYSE standards; INFA is a controlled company and thus governance exemptions apply (only audit committee must be independent) .
- Attendance: All directors achieved ≥75% attendance across board/committee meetings in 2024; Board met 12 times; audit 10; compensation 5; nominating & governance 5 .
Compensation Structure Details (Directors)
| Element | FY2024 | Effective Jan 1, 2025 Update |
|---|---|---|
| Board Retainer | $55,000 | Unchanged |
| Chair of Board Cash | $100,000 | Unchanged |
| Comp Committee Member | $10,000 | Unchanged |
| Audit Chair | $25,000 | $28,500 |
| Annual RSU (Chair) | $325,000 | $340,000 |
| Annual RSU (Director) | $225,000 | $240,000 |
| Initial RSU (new director) | $450,000 | $480,000 |
| CIC acceleration | Full acceleration | Full acceleration |
Director equity vests either over three years (initial awards) or fully after ~one year/next annual meeting (annual awards). Unexercised options and unvested awards do not count toward ownership guideline compliance .
Equity Holdings Detail (as of Dec 31, 2024)
| Instrument | Quantity | Notes |
|---|---|---|
| Options Outstanding | 635,415 | Director-level option grants outstanding |
| RSUs Outstanding | 10,884 | Director RSUs outstanding |
| Beneficial Ownership (Class A) | 1,502,120 | Includes trust and direct holdings; <1% of Class A; includes 543,631 options vested/vesting within 60 days |
Governance Assessment
- Overall, Chizen brings deep operating and board experience, and as non-executive Chair presides over executive sessions, supporting oversight quality. However, his advisory role with Permira (a controlling sponsor with nomination/committee appointment rights) while serving on the Compensation Committee presents a perceived conflict risk despite formal independence determinations and related-party oversight controls. Anti-hedging/pledging policies and director ownership guidelines support alignment, and 2024 attendance and disclosed engagement meet expected governance standards .