Janice Chaffin
About Janice Chaffin
Independent director of Informatica (INFA) since October 2019, Ms. Chaffin is 70 years old (as of March 31, 2025), with a BA in Political Science from UC San Diego and an MBA from UCLA (Edward W. Carter Fellow). She previously spent a decade at Symantec, culminating as Group President, Consumer Business, and brings extensive enterprise software market experience to the board. She is deemed independent under NYSE standards and serves on INFA’s Audit Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Symantec (cybersecurity) | Group President, Consumer Business; prior roles | 2003–2013 | Senior operating leadership in consumer software; enterprise software experience cited as board-relevant expertise |
External Roles
| Company | Role | Since | Notes |
|---|---|---|---|
| Synopsys, Inc. | Director | Dec 2014 | Public company directorship |
| PTC Inc. | Director | Aug 2013 | Public company directorship |
- Interlock note: INFA’s board chair Bruce Chizen also serves on Synopsys’s board (since 2001), creating an external board interlock between Ms. Chaffin and Mr. Chizen at Synopsys.
Board Governance
| Item | Detail |
|---|---|
| INFA Board status | Classified board; 10 directors; Ms. Chaffin is a Class II director, term through 2026 |
| Independence | Board has nine independent directors; Ms. Chaffin is independent (NYSE standards) |
| Committee assignments | Audit Committee member; Audit Committee comprised entirely of independent directors |
| Committee chairs | Audit Committee Chair: Mitesh Dhruv (not Ms. Chaffin) |
| Meetings/attendance | Board held 12 meetings in FY2024; each director attended at least 75% of board/committee meetings during their service |
| Committee activity | Audit Committee held 10 meetings in 2024 |
| Executive sessions | Non-management directors meet regularly in executive sessions; presiding director: Bruce Chizen |
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (policy as of Jan 1, 2025) | $55,000 | Paid quarterly in arrears |
| Audit Committee member retainer (2025 policy) | $12,500 | Member fee; Chair fee $28,500 (increased from $25,000) |
| Meeting fees | None | No per-meeting fees |
| 2024 actual cash paid (Ms. Chaffin) | $67,500 | Reported “Fees Earned or Paid in Cash” |
Performance Compensation (Director Equity)
| Component | Amount/Terms | Performance Metric(s) |
|---|---|---|
| 2024 Stock award (reported) | $224,995 grant-date fair value (RSUs) | None; director equity is RSUs, time-based |
| Annual RSU grant (policy, from Jan 1, 2025) | $240,000 in RSUs (Board Chair: $340,000); vests at earlier of one year or next annual meeting | N/A (time-based) |
| Initial RSU award (policy, from Jan 1, 2025) | $480,000 in RSUs, vesting in equal annual installments over 3 years | N/A (time-based) |
| Change-in-control | Outstanding director equity vests fully upon a change in control, subject to continued service through the date | N/A |
Other Directorships & Interlocks
| Organization | Role | Interlock/Conflict Considerations |
|---|---|---|
| Synopsys, Inc. | Director (since 2014) | Shared directorship with INFA Chair Bruce Chizen at Synopsys; potential information-network linkage (not necessarily a conflict) |
| PTC Inc. | Director (since 2013) | No INFA board interlock disclosed here |
Expertise & Qualifications
- Enterprise software leader with consumer business P&L experience; board biography emphasizes extensive enterprise software market experience.
- Audit Committee service; INFA states all Audit Committee members meet NYSE independence, financial literacy and sophistication requirements.
- Education: BA, UC San Diego; MBA, UCLA (Edward W. Carter Fellow).
Equity Ownership
| Measure | Amount/Status |
|---|---|
| Total beneficial ownership (as of Mar 31, 2025) | 91,906 Class A shares; includes 49,353 shares held and 42,553 options exercisable or exercisable within 60 days |
| Ownership percent | Less than 1% of Class A common stock |
| RSUs outstanding (as of Dec 31, 2024) | 7,535 units |
| Options outstanding detail | 42,553 options (exercisable within 60 days counted in beneficial ownership) |
| Director stock ownership guideline | 5× annual cash retainer; 5-year compliance window from Jan 1, 2025 or start date; unvested awards/options excluded |
| Hedging/pledging | Prohibited for directors under company policy |
Governance Assessment
- Strengths: Independent director on a fully independent Audit Committee; board reports all directors met ≥75% attendance; strong anti-hedging/anti-pledging policies and explicit director ownership guidelines; director equity is predominantly time-based RSUs aligning with shareholder value.
- Compensation alignment: 2024 mix skewed to equity ($224,995 RSUs vs $67,500 cash), consistent with alignment intent; 2025 policy modestly increases annual director equity to $240,000.
- Potential watch items: INFA is a controlled company (relying on NYSE exemptions except Audit Committee), and sponsors retain significant rights (e.g., board nomination and certain veto rights), which can constrain independent director influence; however, Ms. Chaffin herself is independent.
- Interlocks: Shared external board with INFA Chair at Synopsys could create information networks; not identified as a related-party conflict in the proxy.
- Shareholder sentiment: Say-on-Pay support exceeded 87% in 2024 for 2023 compensation, a positive signal for overall governance/engagement.
- Related-party/Section 16: No related-party transactions involving Ms. Chaffin are disclosed; company reports timely Section 16 compliance for 2024.
No red flags disclosed regarding attendance shortfalls, pledging, or related-party transactions for Ms. Chaffin in the latest proxy.