Jill Ward
About Jill Ward
Independent director at Informatica (INFA) since May 2021; age 64 as of March 31, 2025. Former President/COO of Fleetmatics (acquired by Verizon), long-time Intuit SVP/GM, and Operating Partner at Lead Edge Capital. Education: B.A., Wellesley College; MBA, Tuck School of Business (Dartmouth) . The Board classifies Ward as independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lead Edge Capital | Operating Partner | Oct 2018 – Feb 2020 | Growth equity operating experience |
| Fleetmatics Group PLC | President & Chief Operating Officer | Apr 2015 – Nov 2016 | Led SaaS operations until Verizon acquisition |
| Intuit Inc. | Senior VP & General Manager (prior roles since 2001) | 2001 – 2014 | Scaled software businesses |
| Carbon Black, Inc. | Director (until acquisition by VMware) | Dec 2018 – Oct 2019 | Cybersecurity board experience |
External Roles
| Company | Role | Since | Notes |
|---|---|---|---|
| HubSpot, Inc. | Director | Oct 2017 | Public company board |
| Dynatrace, Inc. | Director | Sep 2019 | Public company board; Dynatrace appears in INFA’s exec comp peer group |
Board Governance
- Committees: Chair, Nominating & Corporate Governance (NCG); members include Ward, Cesare Ruggiero, Alex Vander Linde (as of Feb 2025) . In 2024, NCG consisted of Ward (Chair), Ryan Lanpher, Ruggiero .
- NCG remit: board/committee nominations, board evaluations, governance guidelines, sustainability oversight, succession planning, and review of director/officer conflicts (audit committee reviews related-party transactions) .
- Independence: Board determined Ward is independent; INFA is a controlled company (NYSE exemptions apply for certain committee compositions), though audit remains fully independent .
- Attendance: In 2024, each director attended at least 75% of board/committee meetings; eight directors attended the 2024 annual meeting . In 2023, each director attended at least 75% and all attended the 2023 annual meeting .
Fixed Compensation
| Element | 2024 Policy | 2025 Policy | Notes |
|---|---|---|---|
| Annual Cash Retainer (Director) | $55,000 | $55,000 | Paid quarterly |
| NCG Committee Chair Fee | $15,000 | $15,000 | Ward is NCG Chair |
| Board Chair Fee | $100,000 | $100,000 | Not applicable to Ward |
| Audit Chair Fee | $25,000 | $28,500 (increased) | Policy change in 2025 |
| Annual Equity Award (Director) | $225,000 RSUs | $240,000 RSUs | One-year vest or to next AGM |
| Annual Equity Award (Board Chair) | $325,000 RSUs | $340,000 RSUs | |
| Initial Equity Award (New Director) | $450,000 RSUs | $480,000 RSUs | Three-year ratable vest |
| Change-in-Control (Director awards) | Full vesting acceleration | Full vesting acceleration | Must remain director through CoC |
Director compensation actually paid to Ward:
| Year | Fees Earned (Cash) | Stock Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|
| 2023 | $70,000 | $224,985 | $294,985 |
| 2024 | $70,000 | $224,995 | $294,995 |
Outstanding awards (as of Dec 31, 2024):
- Options outstanding: 50,000; RSUs outstanding: 7,535 .
Performance Compensation
- Directors do not receive performance-based cash; equity is time-based RSUs. Director RSUs vest over time; director equity fully accelerates upon a change in control if serving through the event .
Other Directorships & Interlocks
- Current public boards: HubSpot (since 2017), Dynatrace (since 2019) .
- Peer interlock: Dynatrace is included in INFA’s executive compensation peer group (2024 and updated 2024/2025 lists), creating visibility into a comparator where Ward serves; Ward is not on INFA’s compensation committee, which limits direct influence on pay benchmarking .
Expertise & Qualifications
- 20+ years in software/tech operating roles (Intuit, Fleetmatics) and growth equity operating experience (Lead Edge). Board experience across cybersecurity, CRM, and software intelligence. Education: Wellesley B.A.; Tuck MBA .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Class A shares owned | 31,368 | Shares held of record |
| Options (exercisable within 60 days) | 50,000 | Included in beneficial ownership |
| Total beneficial ownership | 81,368 | Sum of shares + near-term options |
| Ownership as % of outstanding | <1% | Per beneficial ownership table |
| Pledged shares | None disclosed; pledging prohibited for directors | Anti-hedging/anti-pledging policy |
| Director stock ownership guideline | 5x annual cash retainer; 5-year phase-in | Adopted Jan 1, 2025; unvested awards/options excluded |
Governance Assessment
- Strengths:
- Independent director; chairs Nominating & Corporate Governance with oversight of governance, succession, sustainability, and conflict reviews (non-related party) .
- Solid engagement: board/committee attendance thresholds met across directors; annual meeting participation disclosed .
- Director pay structure is balanced, with majority in equity, standard market-level retainers, and no meeting fees; anti-hedging/anti-pledging in place; CoC equity acceleration is typical for directors .
- Watch items / potential conflicts:
- INFA is a controlled company (NYSE exemptions), reducing requirements for a majority-independent board and independent comp/NCG committees; Ward is independent and chairs NCG, but governance optics warrant monitoring .
- Peer interlock: Ward serves on Dynatrace’s board while Dynatrace is in INFA’s compensation peer group; mitigated as Ward is not on INFA’s compensation committee .
- Shareholder signaling:
- Say-on-Pay: 2024 support exceeded 87%, indicating broad investor acceptance of pay design (context for overall governance climate) .
Related-Party Exposure
- No Ward-specific related-party transactions disclosed. INFA’s audit committee reviews and must approve related-person transactions >$120,000 under a defined policy, with safeguards for fairness and independence . NCG committee reviews director/officer conflicts (other than related-party transactions) .
Attendance & Engagement
- 2024: Board met 12 times; each director met at least 75% of board/committee meetings; eight directors attended the 2024 annual meeting .
- 2023: Board met 11 times; each director met at least 75%; all directors attended the 2023 annual meeting .
Director Compensation Mix Changes
- Policy updates effective Jan 1, 2025: increased Initial RSU grant to $480,000 from $450,000; Annual RSU to $240,000 from $225,000; Board Chair Annual RSU to $340,000 from $325,000; Audit Chair cash retainer to $28,500 from $25,000 .
No Form 4 insider trading activity for Ms. Ward was disclosed in the proxy statements reviewed; insider transactions are typically reported on Form 4 and were not included in these documents .