Gerald Held

About Gerald Held

Gerald (Jerry) Held, age 77, has served as an independent director of Informatica since November 2008. He is Chief Executive Officer of Held Consulting Group (since January 1999) and holds a B.S. in Electrical Engineering (Purdue), an M.S. in Systems Engineering (University of Pennsylvania), and a Ph.D. in Computer Science (UC Berkeley). The proxy highlights his deep experience developing, managing, and advising technology organizations, especially in data management, and his continued external public-company board role at NetApp since December 2009 .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee member (with Mitesh Dhruv as Chair and Janice Chaffin as member) .
• Independence: Board determined Held is independent under NYSE listing standards; the audit committee is fully independent .
• Tenure and term: Director since 2008; current term expires in 2026; Class II director .
• Attendance/engagement: Board held 12 meetings in FY2024; each director attended at least 75% of board and committee meetings for their service period. Audit Committee held 10 meetings in FY2024; Compensation Committee 5; Nominating & Corporate Governance 5 .
• Board leadership and executive sessions: Non-executive Chair (Bruce Chizen); non-management directors meet regularly in executive session with Chizen as presiding director .

Fixed Compensation

Policy detail (effective Jan 1, 2025): Annual cash retainer $55,000; Audit Committee member fee $12,500; Audit Committee chair fee $28,500; no per-meeting fees; adjustments approved with input from Compensia; annual director compensation capped at $750,000 (initial year $1,000,000) .

Performance Compensation

Director equity award policy (effective Jan 1, 2025):

• Initial RSU Award: $480,000 value (was $450,000 pre-2025), vests in equal annual installments over 3 years .
• Annual RSU Award (non-chair): $240,000 value (was $225,000 pre-2025), vests at the earlier of one-year anniversary or next annual meeting; Board Chair annual RSU value $340,000 (was $325,000) .
• Change-in-control: Director equity awards accelerate vesting in full if service continues through the change-in-control date .
• Note: Director RSUs are time-based; no performance metrics (e.g., revenue, EBITDA, TSR) are tied to director compensation per policy description .

Other Directorships & Interlocks

Expertise & Qualifications

• Advanced technical credentials: Ph.D. in Computer Science (UC Berkeley); M.S. in Systems Engineering (UPenn); B.S. Electrical Engineering (Purdue) .
• Domain expertise: Decades in data management and technology leadership; provides board with deep data-management experience .

Equity Ownership

• Director stock ownership guidelines: Outside directors must hold shares with a value equal to 5x annual cash retainer within five years of Jan 1, 2025 or board start; unexercised options and unvested awards do not count toward guidelines. Compliance status for specific directors not disclosed .

Governance Assessment

• Independence and oversight: Held is independent and serves on a fully independent Audit Committee that met 10 times in FY2024, with responsibilities spanning auditor selection, internal controls, risk management (including cybersecurity), code of conduct compliance, and related-party transaction review—positive for investor confidence .
• Tenure and experience: 17+ years on INFA’s board with deep data-management expertise and a current external public board seat at NetApp—valuable domain knowledge balanced by long tenure (potential entrenchment risk mitigated by independence and active committee work) .
• Pay structure and alignment: Director pay for Held was stable year-over-year ($67,500 cash; ~$225k RSUs), with 2025 policy raising annual RSU values modestly and establishing strong director ownership guidelines (5x retainer). RSUs are time-based with full CIC vesting; absence of performance conditions is typical for directors but reduces direct pay-for-performance linkage .
• Controlled-company considerations (RED FLAG – structural): Sponsors retain significant governance rights (e.g., committee appointments other than audit; approval rights over board size, CEO changes, certain transactions). While not Held-specific, this structure can constrain board independence and investor influence outside the audit function .
• Related-party exposure: Proxy outlines robust related-person transaction review by the Audit Committee; no Held-specific related-party transactions are described in the “Certain Relationships” section—reduces conflict risk signal for this director .
• Attendance/engagement: Board held 12 meetings in FY2024; each director met at least the 75% attendance expectation; non-management directors meet in regular executive sessions—supports engagement and independent oversight .

Fixed Compensation (Policy Reference)

Performance Compensation (Policy Reference)

Other Directorships & Interlocks

Equity Ownership (Additional Detail)

Governance Assessment Summary

• Strengths: Independent audit committee membership and active meeting cadence; deep technical and data-management expertise; clear director ownership guidelines; stable, market-aligned director pay .
• Watch Items/RED FLAGS: Controlled-company governance rights for Sponsors that can influence committee composition (non-audit) and key corporate actions; director equity is time-based without performance conditions; long tenure requires ongoing refresh assessment .