Cesare Ruggiero
About Cesare Ruggiero
Cesare Ruggiero, 49, is an independent Class III director of Informatica (INFA) serving since August 2022; he is a Managing Director at CPP Investments and Global Head of Portfolio Value Creation, with prior roles at BCG and Capgemini Consulting, and holds an Honours BA with high distinction in International Relations from the University of Toronto . He sits on the Nominating & Corporate Governance Committee; the Board is classified and his current term runs through 2027 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CPP Investments | Managing Director; Global Head of Portfolio Value Creation; PE Investment Committee member; prior Real Assets Investment Committee | Joined March 2014 | Leads value creation across PE, infrastructure, sustainable energies; portfolio operations oversight |
| The Boston Consulting Group (BCG) | Strategy and operational improvement advisor | Not disclosed | Advised companies on strategy and operational improvement |
| Capgemini Consulting | Head of U.S. M&A practice | Not disclosed | Led M&A practice area; transaction advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ports America | Director | Current | Maritime transportation company |
| LuxExperience | Director | Current | E-commerce luxury platform |
Board Governance
- Committee assignments: Nominating & Corporate Governance Committee member; Jill Ward (Chair); Alex Vander Linde (member) .
- Independence: The Board determined Ruggiero is independent under NYSE listing standards; INFA is a controlled company, exempt from certain independence requirements except that the audit committee must be fully independent .
- Attendance: In 2024 the Board met 12 times and each director attended at least 75% of Board and committee meetings; the Nominating & Corporate Governance Committee met 5 times .
- Tenure/classification: Class III director; director since 2022; term through 2027 .
- Controlled-company and sponsor rights: Permira and CPP Investments have nomination rights and may appoint a director to serve on each Board committee other than the audit committee while they retain designation rights, indicating sponsor influence over committee composition .
Fixed Compensation
| Item | Policy Amount (USD) | Applies to Ruggiero? | 2024 Actual (USD) |
|---|---|---|---|
| Annual cash retainer (non-employee director) | $55,000 | Policy excludes “non‑compensated directors” | $0 |
| Nominating & Corporate Governance committee member fee | $7,500 | Policy excludes “non‑compensated directors” | $0 |
| Committee chair fee (Nominating & Corporate Governance) | $15,000 | Not chair | $0 |
| Board Chair additional fee | $100,000 | Not applicable | $0 |
- Director Compensation Policy: Non‑compensated directors (e.g., employees of major investors holding ≥2% fully diluted) receive no cash or equity under the policy; equity grants (Initial/Annual RSUs) apply only to compensated outside directors .
- Ruggiero is listed with no cash fees and no stock awards for 2024, consistent with non‑compensated status .
Performance Compensation
| Component | Structure | Applies to Ruggiero? | 2024 Actual |
|---|---|---|---|
| Annual RSU grant (Outside Director) | $240,000 grant-date value; vests at next AGM or 1-year | Excluded for non‑compensated directors | $0 stock awards in 2024 |
| Initial RSU grant (new Outside Director) | $480,000 grant-date value; 3-year annual vest | Excluded for non‑compensated directors | Not applicable |
| Performance-linked director pay | None (director equity is time-based RSUs) | Not applicable | Not applicable |
Other Directorships & Interlocks
| Entity | Type | Relationship to INFA | Potential Conflict/Interlock |
|---|---|---|---|
| Ports America | Customer/supplier/competitor status not disclosed | No INFA relationship disclosed | None disclosed in proxy/8-K filings |
| LuxExperience | Customer/supplier/competitor status not disclosed | No INFA relationship disclosed | None disclosed in proxy/8-K filings |
| CPP Investments representation on INFA Board | Sponsor representation | Ruggiero (CPP) and Austin Locke (CPP) on Board; sponsors hold governance rights via Stockholders Agreement | Sponsor influence over nominations and some transactions (e.g., changes to Board size, CEO termination, change in control, large acquisitions) may create perceived conflicts; Board maintains independence determinations |
Expertise & Qualifications
- Portfolio value creation, operational transformation, and M&A execution from CPP Investments, BCG, and Capgemini Consulting; sits on CPP’s Private Equity Investment Committee; prior Real Assets committee experience .
- Education: Honours BA with high distinction in International Relations, University of Toronto .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (Class A/B) | 0 shares reported | Cesare Ruggiero shows “—” across classes in Beneficial Ownership Table as of March 31, 2025 (less than 1%); no individual count disclosed . |
| Ownership % of outstanding | 0% | Less than 1% per table conventions . |
| Vested vs. unvested equity | Not applicable | Non‑compensated director; no director RSUs or options reported . |
| Shares pledged as collateral | None allowed by policy | Anti‑hedging and anti‑pledging policy applies to directors . |
| Director stock ownership guidelines | Not applicable | Guidelines exclude non‑compensated directors; others must hold ≥5× annual cash retainer within 5 years . |
| Hedging/derivatives | Prohibited | Company policy prohibits derivatives trading/hedging by directors . |
Governance Assessment
- Independence and committee role: Ruggiero is NYSE‑independent and serves on Nominating & Corporate Governance (oversees governance practices, board composition, sustainability, conflicts other than related party transactions) . As a CPP employee, his presence alongside sponsor committee appointment rights underscores controlled‑company dynamics; audit committee remains fully independent as required .
- Engagement: At least 75% attendance against a 12‑meeting Board cadence and 5 Nominating & Corporate Governance meetings in 2024 meets minimum expectations .
- Pay and alignment: As a non‑compensated director, Ruggiero received no cash or equity in 2024, and is exempt from director ownership guidelines, which may limit personal “skin‑in‑the‑game” but aligns with sponsor representation conventions; anti‑hedging/pledging policy mitigates misalignment risks .
- Conflicts/related party exposure: No Ruggiero‑specific related party transactions disclosed; sponsor Stockholders Agreement confers material governance rights (e.g., Board size changes, CEO termination, transactions >$300M, change in control), a structural consideration for minority shareholders . Related party transactions are reviewed under Audit Committee policy .
- Shareholder signals: 2025 Say‑on‑Pay received 140,658,376 “For,” 36,034,478 “Against,” 40,000 abstentions, with 43,108,614 broker non‑votes; auditor ratification passed strongly, and director nominees were elected—supportive of current governance framework .
Fixed Compensation (Detail—2024 Actuals)
| Component | 2024 Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $0 |
| Stock Awards | $0 |
| Total | $0 |
Performance Compensation (Detail—2024 Actuals)
| Component | Structure | 2024 Outcome |
|---|---|---|
| Director RSUs (Annual) | Time-based RSUs under policy | Not granted (non‑compensated director) |
| Options/PSUs | Not part of director program | Not applicable |
Other Directorships & Interlocks (Detail)
| Person | External Board | Role | Overlap/Interlock with INFA |
|---|---|---|---|
| Cesare Ruggiero | Ports America | Director | None disclosed |
| Cesare Ruggiero | LuxExperience | Director | None disclosed |
Board Governance (Committee Scope—Nominating & Corporate Governance)
- Responsibilities include board/committee composition, director evaluations, governance guidelines, sustainability oversight, succession planning, and reviewing conflicts of interest for directors and officers (excluding related party transactions reviewed by the audit committee) .
Say‑on‑Pay & Shareholder Feedback
| Proposal (June 18, 2025 AGM) | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Say‑on‑Pay (Advisory) | 140,658,376 | 36,034,478 | 40,000 | 43,108,614 |
| Auditor Ratification (EY) | 218,995,038 | 438,154 | 408,276 | — |
| Director Elections (Class I) | See director‑level counts | — | — | 43,108,614 broker non‑votes |
RED FLAGS and Watch Items
- Controlled‑company status and sponsor nomination/committee appointment rights can constrain board independence and minority shareholder influence on strategy and major transactions .
- Non‑compensated director status means no direct equity or cash alignment at the director level for Ruggiero; while consistent with sponsor representation, it reduces individual incentive alignment versus compensated outside directors .
Overall, Ruggiero brings deep portfolio value creation and operational expertise; independence is formally affirmed, attendance meets minimum thresholds, and no personal related‑party transactions are disclosed. Investors should monitor sponsor influence through the Stockholders Agreement and committee appointment rights, and the implications of non‑compensated status for individual alignment .