Informatica Inc.
03/11/2025 | Press release | Distributed by Public on 03/11/2025 14:40
Management Change/Compensation (Form 8-K)
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Principal Accounting Officer Transition
On March 5, 2025, the Board of Directors (the "Board") of Informatica Inc. (the "Company") appointed Francis Santiago as the Group Vice President, Chief Accounting Officer and principal accounting officer ("CAO") of the Company effective March 5, 2025. Mr. Santiago succeeds Mark Pellowski, who stepped down from his role as the Company's principal accounting officer on March 5, 2025, in anticipation of his retirement after 20 years of service with the Company. Mr. Pellowski will remain an employee of the Company to support the transition of Mr. Santiago in his role as the new CAO.
Mr. Santiago, 47, has served in a variety of finance and accounting roles at the Company for over 13 years. Most recently, Mr. Santiago served as the Corporate Controller of the Company since March 2024, and he served as the Vice President of Finance, Revenue Operations of the Company for three years before that. Prior to Informatica, Mr. Santiago was employed with KPMG for over ten years. Mr. Santiago holds a B.S. in Accounting from Santa Clara University.
Summary of Terms of Mr. Santiago's Employment
In connection with the appointment of Mr. Santiago as the Company's CAO, his compensation was modified to include: (i) an annual base salary of $390,500 (the "Base Salary"), (ii) an annual target bonus equal to 50% of the Base Salary based on the achievement of both Company and any individual goals under the Company's Corporate Bonus Plan for senior executives of the Company, and (iii) an equity award to be granted under the Company's 2021 Equity Incentive Plan of restricted stock units (the "RSU Awards") valued at a total of $600,000 based on a price of the Company's common stock to be determined by the Company's Compensation Committee. All of the RSU Awards will be time-based and will vest into shares of common stock over three years. Mr. Santiago will also be eligible for additional annual or special awards under the Company's 2021 Equity Incentive Plan in the future based on the Company's granting practices at the time of the award.
Mr. Santiago will be eligible to participate in standard Company benefit programs available to similarly situated officers, including: health, vision, dental and disability coverage; participation in the Company's 401(k); and the 2021 Employee Stock Purchase Plan, as amended.
Mr. Santiago will be entitled to receive severance benefits if his employment is terminated in connection with a change in control of the Company pursuant to the Severance Agreement which is applicable to other senior executives and is attached as Exhibit 10.5 to the Company' Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission on October 18, 2021 (File No. 333-259963).
In connection with his appointment, Mr. Santiago will enter into the Company's standard form of Indemnification Agreement, which is attached as Exhibit 10.1 to the Company's Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission on October 18, 2021 (File No. 333-259963).
There are no arrangements or understandings between Mr. Santiago and any other persons pursuant to which he was appointed as CAO. There are no family relationships among any of the Company's directors or executive officers and Mr. Santiago. Other than as disclosed herein, Mr. Santiago is not a party to any transaction required to be disclosed pursuant to 404(a) of Regulation S-K.