Mitesh Dhruv
About Mitesh Dhruv
Independent director at Informatica (INFA); age 48; appointed October 2024; Class I director standing for re‑election in 2025 for a term ending 2028. Former CFO of RingCentral (2017–2021) and prior Equity Research Analyst at Bank of America Merrill Lynch (2005–2012). Education/credentials: B.S. in Accounting (University of Mumbai); CPA; Chartered Accountant; CFA Charterholder. Provides extensive financial expertise and growth-at-scale operating experience; designated Audit Committee Financial Expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RingCentral, Inc. | Chief Financial Officer; earlier executive roles | 2012–2021 (CFO 2017–2021) | Scaled cloud/SaaS finance; relevant to INFA’s subscription mix and ARR oversight. |
| Bank of America Merrill Lynch | Equity Analyst (software/cloud) | 2005–2012 | Public markets/coverage experience supporting investor-aligned oversight. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ChargePoint Holdings, Inc. | Director; Audit Committee member | Current | Adds public-company audit oversight experience; note INFA Chair Bruce Chizen also serves on ChargePoint board (network interlock). |
| ZoomInfo Technologies | Director; Audit Committee Chair | 2020–2024 (former) | Chaired audit; deepened governance and financial controls expertise. |
Board Governance
- Independence: Board determined Dhruv is independent under NYSE standards; audit, compensation, and nominating committee independence practices described (audit must be fully independent). INFA is a “controlled company,” which relaxes some independence requirements except for audit; audit committee is entirely independent.
- Committee assignments: Audit Committee Chair (members: Dhruv, Janice Chaffin, Gerald Held). Audit designated Dhruv as the committee’s “financial expert.” Responsibilities include auditor oversight, ICFR, cybersecurity, code of conduct compliance, and related‑party transaction review.
- Attendance/engagement: Board held 12 meetings in 2024; audit committee held 10. Each director attended at least 75% of applicable board/committee meetings; eight directors attended the 2024 annual meeting.
- Controlled company context: Stockholder agreement grants Permira/CPP nomination rights and committee seats (other than audit), an important governance context for independence and board dynamics.
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual cash retainer | $55,000 | Paid quarterly; no per‑meeting fees. |
| Audit Committee Chair fee | $28,500 per year | Increased from $25,000 effective Jan 1, 2025. |
| Audit Committee member fee | $12,500 per year | Applies to non‑chair members. |
| Other committee chair/member fees | Comp: $20,000 chair / $10,000 member; N&CG: $15,000 chair / $7,500 member | Standard director fee schedule. |
| Reimbursement | Reasonable travel/related expenses | Standard policy for non‑employee directors. |
Director compensation actually paid (2024):
| Director | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Mitesh Dhruv | 18,043 | 449,981 | 468,024 |
Performance Compensation
- Equity form and grants:
- Initial RSU (new non‑employee director): For 2024 entrants, grant value $450,000; effective 2025, increased to $480,000; vests in 3 equal annual installments.
- Annual RSU: $225,000 in 2024 (increased to $240,000 in 2025; $340,000 for Board Chair); vests at the next annual meeting or one year, whichever earlier.
- Change‑in‑control: Outstanding director equity accelerates if serving through the change in control.
- 2024 director equity for Dhruv:
- Stock awards: $449,981 fair value (consistent with initial award at appointment in Oct 2024).
- RSUs outstanding at 12/31/2024: 17,347 units.
| Equity Element | Grant Value / Shares | Vesting |
|---|---|---|
| Initial RSU (2024 appointment) | $449,981 stock awards in 2024 | 1/3 annually over 3 years (service‑based). |
| RSUs outstanding (12/31/2024) | 17,347 units | Per Initial RSU schedule. |
Other Directorships & Interlocks
| Company | Shared Interlock | Nature |
|---|---|---|
| ChargePoint Holdings, Inc. | Dhruv (Director, Audit Committee); Bruce Chizen (INFA Chair) is also a ChargePoint Director | Board‑level interlock across two public companies; not a disclosed related‑party transaction at INFA. |
Expertise & Qualifications
- Audit Committee Financial Expert (Reg S‑K 407(d)); designated by INFA board.
- Credentials: CPA; Chartered Accountant; CFA Charterholder; B.S. in Accounting (University of Mumbai).
- Deep SaaS finance and capital markets background (RingCentral CFO; BofA Merrill Lynch equity analyst).
Equity Ownership
| Item | Amount / Policy | Notes |
|---|---|---|
| Beneficial ownership as of 3/31/2025 | — shares; <1% | Dhruv shown with “—”; includes only shares/awards exercisable/settling within 60 days. |
| RSUs outstanding (12/31/2024) | 17,347 units | Unvested units not counted as beneficially owned. |
| Director ownership guideline | 5x annual cash retainer; 5‑year compliance window from Jan 1, 2025 or start date | Unexercised options and unvested awards excluded from calculation. |
| Hedging/pledging | Prohibited for executives and non‑employee directors | Reduces alignment risk; no pledging. |
Board Governance (Policies, RPT Controls, Say‑on‑Pay Signals)
- Related‑party transactions policy: Audit Committee must approve/ratify RPTs >$120k involving directors/executives/5% holders; includes fairness tests and independence considerations; standing pre‑approvals for limited routine cases. No Dhruv‑specific related‑party transactions disclosed.
- Say‑on‑Pay (executive) support: 87% approval in 2024—indicator of shareholder confidence in pay governance (contextual, not director‑specific).
Governance Assessment
- Positives
- Independent director; Audit Committee Chair; SEC‑defined financial expert—enhances financial reporting oversight, ICFR, and audit quality.
- Strong policy framework: independent audit committee; anti‑hedging/pledging; RPT pre‑approval controls.
- Director compensation skewed to equity (initial RSU) with multi‑year vesting, aligning with long‑term performance; reasonable cash retainer structure.
- Watch items
- Controlled company status and sponsor nomination/approval rights could influence board dynamics; however, audit committee remains fully independent.
- Interlock: Dhruv and INFA Chair Bruce Chizen both serve at ChargePoint; no conflict disclosed at INFA, but investors may monitor for potential information flow or perceived alignment risks.
- Current beneficial ownership shows no reportable common stock as of 3/31/2025 (likely due to appointment timing and vesting schedule); expected to build toward 5x retainer guideline over five years.
RED FLAGS: None disclosed specific to Dhruv (no RPTs, no hedging/pledging, independent audit leadership). Monitor controlled company constraints and the ChargePoint interlock for any future conflict indications.
Appendix: Committee Scope Summaries (for context)
- Audit (Chair: Dhruv): Auditor selection/oversight; financial statements; internal controls; whistleblower procedures; cybersecurity/data security; code of conduct; RPT review; pre‑approval of audit and permissible non‑audit services; 10 meetings in 2024.
- Compensation: CEO/NEO pay oversight; plan administration; non‑employee director pay recommendations.
- Nominating & Corporate Governance: Board/committee composition; evaluations; governance guidelines; sustainability oversight; conflicts review (other than RPTs).