Craig Ashmore
About Craig Ashmore
Craig Ashmore (62) has served on INGM’s Board since October 2024 and is nominated for a new three-year term expiring at the 2028 annual meeting . He is a Managing Director at Platinum Equity Advisors, focused on senior-level business development and acquisitions; previously Executive Vice President of Planning and Development at Emerson Electric, overseeing M&A, strategic planning, and corporate technology, and a member of Emerson’s Office of the Chief Executive . Ashmore holds a BS in Mechanical and Civil Engineering from the University of Connecticut and an MBA from Harvard Business School . He was selected for operational expertise and private equity/transactional experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Platinum Equity Advisors | Managing Director; senior-level business development identifying acquisition opportunities | 2014–present | Private equity transactional expertise; sourcing acquisitions |
| Emerson Electric Co. (NYSE: EMR) | EVP Planning & Development; member of Office of the Chief Executive; oversight of M&A, strategic planning, corporate technology; responsibility for Emerson Network Power connectivity solutions business | Prior to 2014 (years not disclosed) | Led corporate M&A/strategy/technology functions at a Fortune industrial firm |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None | — | — | No current or past 5-year public company directorships |
Board Governance
- Classification and term: Class I director; term to 2025 meeting; nominated for reelection to a term ending at the 2028 meeting .
- Committee assignments: None; not listed on Audit, Compensation, or Nominating and Corporate Governance committees .
- Independence: Not identified as independent; Board affirmed independence for Felicia Alvaro, Jakki Haussler, Leslie Heisz, and Sharon Wienbar only. Ashmore is affiliated with Platinum Equity and the company is a NYSE “controlled company” relying on governance exemptions .
- Attendance: Board held one meeting in FY2024 post-IPO; each director attended 100% of Board and assigned committee meetings .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | Not disclosed/applicable | Non-employee director policy provides $100,000 retainer but excludes Platinum-affiliated directors; Ashmore is Platinum-affiliated |
| Committee chair fees | Not applicable | Not a committee chair |
| Meeting fees | Not disclosed | No meeting fees disclosed in policy |
Performance Compensation
| Component | Grant details | Vesting / Metrics |
|---|---|---|
| Annual director RSU grant | Not disclosed/applicable | Non-employee director RSUs ($185,000 target; 8,409 RSUs at IPO) exclude Platinum-affiliated directors; Ashmore is Platinum-affiliated |
No director performance metrics (e.g., TSR or EBITDAR) apply to directors’ pay; executive performance metrics disclosed (Non-GAAP EBITDAR, MOIC) do not pertain to Ashmore’s director compensation .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| None | — | — | No current or past 5-year public boards |
| Platinum Equity Advisors (controlling stockholder affiliate) | Managing Director | Governance interlock | INGM is a controlled company; Platinum retains ~90% voting power and nominates directors per Investor Rights Agreement |
Expertise & Qualifications
- M&A, strategic planning, corporate technology; operational expertise at Emerson; private equity transactional experience at Platinum .
- Education: BS Mechanical and Civil Engineering (UConn); MBA (Harvard Business School) .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Craig Ashmore | — | <1% | No beneficial ownership reported as of April 10, 2025 |
| Platinum Equity-affiliated investment vehicles | 210,952,854 | 89.8% | Controlling stockholder |
| Director ownership guidelines | N/A for Platinum affiliates | — | Director stock ownership guidelines exclude Platinum-affiliated directors |
Governance Assessment
- Controlled company structure: INGM is a NYSE “controlled company” post-IPO; Platinum retains ~90% voting power and the Board relies on exemptions (Board majority not independent; Compensation and Nominating committees not required to be fully independent). Ashmore’s Platinum affiliation ties him to the controlling stockholder’s governance rights, including director nominations and committee representation .
- Committee independence/representation: Audit Committee is independent, but Compensation and Nominating committees leverage controlled company exemptions; while Ashmore is not on any committee, Platinum retains the right to have designees on each committee unless independence rules prohibit it, reinforcing influence channels .
- Related-party exposure: Prior Corporate Advisory Services Agreement paid $20.4 million to Platinum Advisors in 2024 (terminated at IPO), and continued rights via Investor Rights Agreement raise perceived conflict risk for Platinum-affiliated directors; Ashmore’s role at Platinum heightens scrutiny of potential related-party considerations .
- Attendance and engagement: 100% attendance in FY2024 signals baseline engagement; no committee work suggests limited direct oversight responsibilities for Ashmore himself .
- Ownership alignment: Ashmore reported no beneficial ownership, and Platinum-affiliated directors are excluded from director stock ownership guidelines and standard director RSUs; his alignment is indirectly through Platinum’s controlling stake rather than personal shareholding .
RED FLAGS
- Controlled company status and Platinum’s nomination/committee rights concentrate governance power; risk of reduced minority shareholder influence .
- Historical management fee payments to Platinum Advisors ($20.4M in 2024, pre-IPO termination) indicate material related-party transactions; continued investor rights may sustain perceived conflicts .
- Limited independence at Board level (only 4 of 13 independent) under exemptions, with Ashmore non-independent due to Platinum affiliation .
Signals mitigating risk
- Independent Audit Committee with two designated financial experts; regular cybersecurity and risk oversight processes; clawback policies (Required and Discretionary) adopted post-IPO .
Note: No Form 4 insider trading activity or pledging by Ashmore is disclosed; company insider trading policy prohibits hedging, short sales, margin accounts, and pledging for executives and directors .