Ryan Lanpher
About Ryan Lanpher
Partner and Co-Head of Technology at Permira; independent Class II director of Informatica since August 2015; age 40 as of March 31, 2025. Education: B.A. in International Studies from John Hopkins University and M.B.A. from Stanford Graduate School of Business. Board determined independent under NYSE standards; current term expires at the 2026 annual meeting. Attendance: the company reports each director attended at least 75% of board/committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Permira | Partner; Co-Head of Technology | Joined Jan 2009; current | Leads technology investing practice; provides tech investing expertise to INFA board |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various private companies | Director | Current | Serves on boards of various private companies (no public boards disclosed) |
Board Governance
- Board structure: Classified board; Lanpher is a Class II director with term through 2026. Chair of the Board is non-executive (Bruce Chizen). The board is a “controlled company” under NYSE rules; audit committee is fully independent; board states 9 of 10 directors are independent. Executive sessions of non-management directors are held regularly.
- Committee assignments: Compensation Committee member (appointed February 2025; committee chaired by Austin Locke). Previously on Nominating & Corporate Governance until February 2025.
- Independence: Board determined Lanpher independent under NYSE standards.
- Attendance: Each director met ≥75% attendance across board and assigned committees in 2024; eight directors attended the 2024 annual meeting.
- Sponsor rights and influence: Stockholder agreement grants Permira and CPP nomination rights (up to five designees combined) and the right to appoint a director to each board committee other than audit while they hold designation rights.
Fixed Compensation
| Component | Amount/Status | Notes |
|---|---|---|
| Annual Board Retainer (cash) | — | Lanpher classified as a “non-compensated director” (Permira-affiliated); receives no cash retainers under the Outside Director Compensation Policy. |
| Committee Member Fees | — | No cash paid given non-compensated status. |
| Committee Chair Fees | — | Not applicable; not a chair. |
| Meeting Fees | None | No per-meeting fees in policy. |
Policy context (for other paid directors): base retainer $55,000; Audit Chair $28,500; Audit member $12,500; Compensation Chair $20,000; Compensation member $10,000; Nominating Chair $15,000; Nominating member $7,500 (effective Jan 1, 2025).
Performance Compensation
| Component | Amount/Status | Vesting/Performance |
|---|---|---|
| Annual Director RSUs | — | Non-compensated directors do not receive equity awards; policy provides $240,000 annual value ($340,000 for Chair) to compensated directors; vest by next annual meeting or 1 year. |
| Initial Director RSUs | — | Policy provides $480,000 initial RSUs for newly compensated directors (3-year annual vesting). Not applicable to non-compensated directors. |
| CIC treatment | N/A for Lanpher | For compensated directors, outstanding awards accelerate on change in control if serving through closing. |
Other Directorships & Interlocks
| Type | Entity | Role/Committee | Potential Interlock/Notes |
|---|---|---|---|
| Sponsor affiliation | Permira | Partner; Co-Head of Technology | Permira has significant ownership and director/committee designation rights; Lanpher is a director of Ithaca G.P. Limited, GP of a Permira entity holding INFA shares (disclaims beneficial ownership). |
| Board colleague | CPP Investments | Austin Locke (MD) | Compensation Committee Chair; CPP is a Sponsor with board/committee designation rights. |
| Board colleague | Permira | Bruce Chizen (Senior Adviser to Permira) | Compensation Committee member; Senior Adviser to Permira. |
The Compensation Committee is comprised of sponsor-affiliated directors (CPP and Permira adviser) and a Permira partner (Lanpher), elevating perceived conflicts in executive/director pay-setting despite independence designations.
Expertise & Qualifications
- Domain expertise: Technology investing; board cites his “particular knowledge and expertise in technology investing.”
- Education: B.A. in International Studies (John Hopkins University); M.B.A. (Stanford GSB).
Equity Ownership
| Holder | Class A Shares | Class B-1 | Class B-2 | Notes |
|---|---|---|---|---|
| Ryan Lanpher (personal) | — | — | — | No personal beneficial holdings reported. |
| Permira-affiliated funds | 82,238,811 (31.9%) | — | — | EvomLux S.à r.l. and Ithaca L.P.; Lanpher is a director of Ithaca G.P. Limited; disclaims beneficial ownership. |
| CPP Investments | 64,379,838 (25.0%) | 44,049,523 (100%) | — | Sponsor; major holder with designation rights. |
- Director stock ownership guidelines: Not applicable to non-compensated directors; guidelines apply to paid outside directors at 5x cash retainer, excluding unvested awards/options.
- Hedging/pledging: Company prohibits hedging and pledging by directors.
Governance Assessment
-
Strengths
- Formal independence designation under NYSE; no company employment; no compensation interlocks disclosed per proxy rules.
- Regular executive sessions; non-executive Chair provides separation of roles.
- Use of independent compensation consultant (Compensia); no consultant conflicts disclosed.
- Section 16 compliance: all insiders timely filed in 2024.
-
Risks and RED FLAGS
- Sponsor dominance: Stockholder agreement grants Permira and CPP nomination rights and the right to appoint directors to all committees other than audit; committee composition currently includes sponsor-affiliated directors (CPP and Permira adviser) plus Lanpher (Permira partner) on Compensation—potential conflict in pay governance.
- Consent rights: Sponsors retain veto/consent over major corporate actions (CEO termination, board size, change-in-control transactions, large M&A/debt), which can constrain independent board discretion.
- Ownership alignment: Lanpher holds no personal INFA shares; as a non-compensated director, he receives no equity under the director plan—alignment is indirect via Permira’s fund ownership rather than personal stake.
- Related-party exposure: Sponsors conducted a secondary offering of 16,000,000 Class A shares in Nov 2024, highlighting ongoing sponsor liquidity events.
-
Contextual signals
- Say-on-Pay (2024 meeting for 2023 comp) passed with >87% support, suggesting no acute shareholder revolt on compensation design despite sponsor involvement.
Committee Assignments (current and recent)
| Committee | Role | Since | Notes |
|---|---|---|---|
| Compensation Committee | Member | Feb 2025 | Committee: Austin Locke (Chair), Bruce Chizen, Ryan Lanpher. |
| Nominating & Corporate Governance | Former Member | Through Feb 2025 | Replaced by Alex Vander Linde in Feb 2025. |
Director Compensation (2024 actual)
| Metric | 2024 |
|---|---|
| Cash Fees Paid | — |
| Stock Awards Granted | — |
| Total | — |
Under the policy, non-compensated directors (sponsor representatives) receive no cash retainers or equity grants.
Attendance & Engagement
| Indicator | 2024 |
|---|---|
| Board/Committee attendance | Each director attended ≥75% of assigned meetings. |
| Annual meeting attendance | Eight directors attended 2024 annual meeting. |
Related Party & Control Provisions (Exposure)
- Committee seat rights: Permira and CPP each may appoint a director to every committee other than audit while they retain designation rights.
- Sponsor consent rights include (while thresholds met): changes to board size, CEO appointment/removal, change-in-control transactions, acquisitions/dispositions or incurrence of indebtedness over $300M, and changes to corporate opportunity provisions.
- Registration rights enabled November 2024 secondary sale (16,000,000 shares at $25.50).
Summary View for Investors
- Board effectiveness: Lanpher brings deep tech investing expertise and long tenure; independence formally recognized; engagement thresholds met.
- Conflicts risk: High sponsor influence on nomination and compensation governance (committee composition and consent rights) could impair perceived independence and investor confidence; Lanpher’s non-compensated status and zero personal holdings further shift alignment toward sponsor interests. Consider engagement on committee independence, director share ownership, and clarity on how sponsor rights are exercised vis-à-vis minority shareholders.