INFORMATICA INC. : Costs Associated with Exit or Disposal Activities, Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

Item 2.05 Costs Associated with Exit or Disposal Activities

On January 10, 2023, Informatica Inc. (the “Company”) announced a plan to reduce
its workforce by approximately 450 employees, representing approximately 7% of
the Company’s current global workforce (the “Plan”). The Plan is intended to
better align the Company’s global workforce and cost base with its cloud-focused
strategic priorities and current business needs.

The Company estimates that it will incur non-recurring charges of approximately
$25 million to $35 million in connection with the Plan, primarily related to
cash expenditures for employee transition, notice period and severance payments,
and employee benefits.

The Company expects that the majority of these charges will be incurred in the
first quarter of 2023 and that the implementation of the Plan will be
substantially complete by the end of the first quarter of 2023. Potential
position eliminations in each country are subject to local law and consultation
requirements, which may extend this process beyond the first quarter of 2023 in
limited cases. The charges that the Company expects to incur are subject to a
number of assumptions, including local law requirements in various
jurisdictions, and actual expenses may differ materially from such estimates.

As previously announced, the Company is scheduled to report its fourth quarter
and full-year 2022 financial results for the period ended December 31, 2022, on
Wednesday, February 8, 2023. Charges associated with the Plan will not impact
the financial results of the fourth quarter 2022.

Forward-Looking Statements

Item 2.05 of this Current Report on Form 8-K contains “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Exchange Act of 1934, as amended. These
statements, which are not statements of historical fact, may contain estimates,
assumptions, projections and/or expectations regarding the Company’s expenses
associated with the announced reduction in workforce. Forward-looking statements
are often identified by words or phrases such as “may,” “will,” “anticipates,”
“estimates,” “plans,” “expects,” “believes,” “intends,” “foresees,” “potential”
or the negative of these terms or other similar variations thereof.

Forward-looking statements in this Current Report on Form 8-K include, but are
not limited to, statements regarding the Company’s efforts to reduce operating
expenses and adjust cash flows in light of current business needs and
priorities; the Company’s expected costs related to restructuring and related
charges, including the timing of such charges; and the impact of the
restructuring and related charges on the Company’s business, results of
operations and financial condition. These forward-looking statements are not
guarantees of future performance and are subject to a number of factors and
uncertainties that could cause the Company’s actual results and experiences to
differ materially from the anticipated results and expectations expressed in the
forward-looking statements.

Among the factors that may cause actual results and expectations to differ from
anticipated results and expectations expressed in forward-looking statements
include the possibility that assumptions underlying the Company’s expected
benefits and the estimates of expenses associated with the reduction in
workforce prove inaccurate, that the Company incurs greater than estimated
expenses in connection with the reduction in workforce, and that the Company’s
business, results of operations or financial condition are adversely affected by
the reduction in workforce. The forward-looking statements contained in this
Current Report on Form 8-K are also subject to other risks and uncertainties,
including those more fully described in the Company’s filings with the
Securities and Exchange Commission (“SEC”), including the Company’s Annual
Report on Form 10-K for the year ended December 31, 2021 that was filed with the
SEC on March 24, 2022 and the Company’s Quarterly Report on Form 10-Q for the
quarter ended September 30, 2022 that was filed with the SEC on November 10,
2022. The forward-looking statements in this Current Report on Form 8-K are
based on information available to the Company as of the date hereof, and the
Company disclaims any obligation to update any forward-looking statements,
except as required by law.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Chief Financial Officer Transition

On January 9, 2023, the Board of Directors (the “Board”) of Company appointed Michael McLaughlin as EVP Global Finance and Chief Financial Officer (“CFO”) of
the Company effective January 16, 2023. Mr. McLaughlin will succeed Eric Brown,
who will step down as CFO and cease to be an employee of the Company effective
January 13, 2023. Mr. Brown will then continue to serve as a consultant to the
Company through March 31, 2023 to support the transition to Mr. McLaughlin as
the new CFO.

——————————————————————————–

Mr. McLaughlin, 58, joins Informatica from Fair Isaac Corporation (“FICO”),
where he has served as Executive Vice President and Chief Financial Officer
since August 2019. At FICO, McLaughlin led the global finance team responsible
for FICO’s Software and Scores business segments. Prior to FICO, McLaughlin
spent 26 years in investment banking, advising leading technology, financial
services and real estate companies on a wide range of strategic and financial
topics, most recently serving as Managing Director and Head of Technology
Corporate Finance at Morgan Stanley. He holds a B.A. from Stanford University
and a Masters of Public and Private Management from the Yale School of
Management.

Summary of Terms of Mr. McLaughlin’s Employment Letter

The Company and Mr. McLaughlin have executed an employment letter (the
“Employment Letter”), which includes the following financial terms: (i) an
annual base salary of $550,000 (the “Base Salary”), (ii) an annual target bonus
equal to the Base Salary based on meeting both Company and individual goals
under the Company’s Corporate Bonus Plan for senior executives of the Company to
be prorated based on his hire date, 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 $12 million based on a 30 calendar-day
average of the price of the Company’s common stock. Of the RSU Awards, 60% will
be time-based and will vest into shares of common stock over four years
according to the following vesting schedule: 12.5% of the time-based award will
vest on the first quarterly vesting date after the six-month anniversary of the
grant date (expected to be August 15, 2023) and the remainder will vest as to
1/16 for each quarter of continued service thereafter. Quarterly vesting dates
will be February 15, May 15, August 15 and November 15 of each year. The
remaining 40% of the RSU Awards will be performance-based rights to acquire
shares of common stock based on Company performance goals established by the
Board for 2023, with 1/3 of the eligible shares to vest on the quarterly vesting
date following certification of achievement of the performance goals
(anticipated to be in Q1 2024), and 1/3 of the eligible shares will be scheduled
to vest on the one-year and two-year anniversaries thereafter. Mr. McLaughlin will also be eligible for additional annual awards of RSUs in the future based
on the Company’s granting practices at the time of the award.

In addition, Mr. McLaughlin will receive a signing bonus of $1 million, which
will be paid in his first paycheck following 30 days of employment. If (a) he
resigns or otherwise terminates his employment with the Company within 12 months
of his date of hire for any reason other than Good Reason as defined in the
Company’s Change in Control and Severance Agreement (the “Severance Agreement”)
or (b) the Company terminates his employment for Cause as defined in the
Severance Agreement, Mr. McLaughlin will be obligated to reimburse the Company
for the entire signing bonus.

If Mr. McLaughlin’s employment is terminated by the Company without “cause” or
if he resigns for “good reason” as defined in the Severance Agreement, he will
become entitled to (i) an amount equal to 75% of the annual base salary paid to
him during the twelve-month period immediately preceding such termination, (ii)
12 months of continued COBRA coverage and (iii) 12 months post separation to
exercise any options that are vested at the time of his separation. Mr.
McLaughlin’s receipt of the foregoing severance payments and benefits is subject
to his delivery of an effective release of claims against the Company and its
affiliates. Mr. McLaughlin will be entitled to receive additional 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. McLaughlin 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).

The foregoing description of Mr. McLaughlin’s Employment Letter is qualified in
its entirety by reference to the full text of his Employment Letter, which will
be filed as an exhibit to the Company’s annual report on Form 10-K for the year
ended December 31, 2022.

Summary of Terms of Transition Agreement with Mr. Brown

On January 9, 2023, the Company entered into a Transition and Consulting
Agreement (the “Transition Agreement”) with Mr. Brown. Pursuant to the
Transition Agreement, Mr. Brown will become a consultant to the Company to
provide certain transitional services to the Company during the period from
January 14, 2023 through March 31, 2023 (the “Consulting Period”) to support the
Company in its preparation to report its 2022 financial results, file its annual
report on Form 10-K with the Securities and Exchange Commission for 2022, and
other transition matters.

Pursuant to his existing Severance Agreement, Mr. Brown will receive a lump sum
payment equal to 75% of his annual salary, the Company will continue to pay the
premiums for his COBRA coverage under the Company’s group health, dental and
vision care plans for him and his eligible dependents for up to 12 months
following the date of his termination of employment, and the Company will
provide him with 12 months post separation to exercise any options that are
vested at the time of his separation.

——————————————————————————–

Pursuant to the Transition Agreement, Mr. Brown will be paid a consulting fee
equal to his current monthly base salary of $49,000 per month during the
Consulting Period provided that the Company may terminate the Consulting Period
at any time if Mr. Brown does not provide the transitional assistance that the
Company reasonably requests pursuant to the Transition Agreement, or otherwise
materially breaches that agreement. If Mr. Brown provides the transitional
assistance requested through March 31, 2023 and complies with his
post-employment obligations under his existing Confidentiality and Intellectual
Property Agreement and the Transition Agreement (including but not limited to
confidentiality and certain restrictive covenant provisions) all as determined
by the CFO Subcommittee of the Board (the “CFO Subcommittee”), the Company will
pay him a cash payment on March 31, 2023 equal to 100% of his target bonus for
2022, adjusted based on the Company’s achievement percentage applied to all
members of the Company’s Executive Committee. If Mr. Brown continues to comply
with his post-employment obligations through December 1, 2023 as determined by
the CFO Subcommittee, he will continue the vesting of his outstanding equity
grants (except for one RSU grant on December 13, 2022) that would have otherwise
vested in calendar year 2023 and those grants will be deemed vested as of
December 1, 2023, with any performance-based grants to be determined at the same
performance attainment level as the other members of the Company’s Executive
Committee as determined by the Compensation Committee of the Board. Any options
. . .

Item 7.01 Regulation FD Disclosure

On January 10, 2023, the Company issued a press release announcing the foregoing
events and reaffirming its fourth quarter and full-year 2022 guidance provided
in its October 26, 2022 earnings press release. A copy of the press release is
furnished as Exhibit 99.1. This announcement regarding guidance is based on
information available to the Company as of the date of this Current Report on
Form 8-K.

The information furnished under this Item 7.01, including Exhibit 99.1, is being
furnished and shall not be deemed “filed” for purposes of Section 18 of the
Exchange Act, or incorporated by reference in any filing under the Securities
Act of 1933, as amended or the Exchange Act, except as shall be expressly set
forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.
      Exhibit No.                                              Description
          99.1                   Press Release, dated January 10, 2023.
          104                  Cover Page Interactive Data File (embedded within the Inline XBRL
                               document).

——————————————————————————–

© Edgar Online, source Glimpses