Eric Worley
About Eric Worley
Eric Worley (age 54) is a Managing Director at Platinum Equity Advisors (“Platinum Advisors”), serving on INGM’s board since October 2024. He specializes in financial due diligence, deal structuring/execution, and post-acquisition financial oversight of portfolio companies; earlier, he worked at Ernst & Young in Transaction Support and Audit (Los Angeles and London). He holds a B.A. in Accounting from Michigan State University and is a former California CPA. At INGM, Worley sits on the Nominating & Corporate Governance Committee and is identified as a non‑independent director given his Platinum affiliation.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Platinum Equity Advisors | Managing Director; responsible for financial due diligence, structuring/execution of M&A, post-acquisition financial oversight | 2001–present | Officer/director/operating council roles at multiple Platinum private portfolio companies (monitoring/oversight) |
| Ernst & Young (Los Angeles & London) | Transaction Support and Audit | Prior to 2001 (not specified) | Transaction support; audit experience (cross-border exposure) |
External Roles
| Category | Details |
|---|---|
| Current public company boards | None |
| Public company boards (past 5 years) | None |
| Private/non-profit/academic boards | Served as officer/director for Platinum private portfolio companies (not itemized) |
Board Governance
| Item | Details |
|---|---|
| Board class/term | Class II; term expires at 2026 Annual Meeting (continuing director) |
| Committees | Nominating & Corporate Governance Committee (member) |
| Committee chair roles | None (NCGC chaired by Matthew Louie) |
| Independence | Not independent; Board deems only Alvaro, Haussler, Heisz, Wienbar independent; INGM is a NYSE “controlled company” under Platinum (>50% voting power) and uses exemptions |
| Attendance (FY2024, post‑IPO) | 100% of Board and applicable committee meetings for all directors |
| Committee meeting cadence (FY2024) | Nominating & Corporate Governance Committee met 1 time |
| Governance structure | Non-Executive Chair (Alain Monié) separate from CEO (Paul Bay); executive sessions held; committee charters available; controlled-company exemptions for Compensation and Nominating/Governance committees |
Fixed Compensation
| Element (Director, FY2024) | Amount |
|---|---|
| Annual cash retainer | $0 (policy applies only to non-employee directors other than those affiliated with Platinum) |
| Committee membership/Chair fees | $0 (same exclusion for Platinum-affiliated directors) |
| Meeting fees | Not applicable |
| 2024 director compensation reported | Not listed in Director Compensation Table (table includes only Alvaro, Haussler, Heisz, Wienbar) |
Notes:
- INGM’s non-employee director compensation policy: $100,000 annual cash retainer, plus $35,000 for Audit Chair, and ~$185,000 in RSUs annually—but explicitly excludes any director affiliated with Platinum. Worley, being Platinum-affiliated, is excluded.
Performance Compensation
| Equity/Performance Component (Director) | Structure | Worley Status |
|---|---|---|
| Annual director RSU grant | $185,000 grant value; vests at next annual meeting or 1-year anniversary | Excluded for Platinum-affiliated directors; no 2024 RSU to Worley |
| Any performance-conditioned director equity | Not disclosed for directors | Not applicable |
Other Directorships & Interlocks
| Type | Company | Role | Notes |
|---|---|---|---|
| Public boards (current) | — | — | None |
| Public boards (past 5 years) | — | — | None |
| Interlocks/potential overlaps | Platinum Advisor employees and nominees hold multiple INGM board seats; Platinum has nomination and committee representation rights per Investor Rights Agreement | Structural interlock via control rights; not specific to Worley on other public boards |
Expertise & Qualifications
- Transaction expertise: financial due diligence, deal structuring/execution, and post-acquisition financial oversight on a global scale .
- Accounting/Audit foundation: prior Ernst & Young Transaction Support and Audit; former CPA in California .
- Board skills matrix broadly highlights finance and M&A strength among directors (including M&A, financial literacy), with Audit Committee financial experts designated elsewhere (Alvaro, Heisz). Worley is not an Audit Committee member.
Equity Ownership
| Metric | Detail |
|---|---|
| Beneficial ownership (shares) | 0 shares beneficially owned (as of April 10, 2025) |
| Ownership as % of outstanding | <1% |
| Vested/unvested director equity | None disclosed for Worley; Platinum-affiliated directors excluded from director RSU grants |
| Shares pledged/hedged | Insider policy prohibits pledging, margin accounts, short sales, and hedging by associates including directors |
| Director ownership guidelines | Apply to non‑employee directors excluding those affiliated with Platinum; thus not applicable to Worley |
Governance Assessment
Key findings
- Independence and conflicts: Worley is a Platinum Advisors Managing Director, not independent, and sits on the Nominating & Corporate Governance Committee, which—under controlled company exemptions—is not required to be fully independent. This presents structural conflict risk given Platinum’s ~90% voting control post-IPO and its formal nomination and committee representation rights.
- Attendance and engagement: 100% attendance in FY2024 post-IPO; NCGC met once—limited observation period given IPO timing.
- Compensation alignment: As a Platinum-affiliated director, Worley does not receive Company director cash retainers or RSUs. While this avoids fee-related conflicts, it also means no equity-based alignment with minority public shareholders (alignment is instead through Platinum’s ownership).
- Ownership and incentives: Worley reports zero beneficial ownership; director stock ownership guidelines exclude Platinum-affiliated directors, and the insider policy prohibits hedging/pledging, reducing certain risk behaviors but also highlighting absence of personal “skin in the game” as a director.
- Related-party exposure: INGM previously paid Platinum Advisors $20.4 million in 2024 under a Corporate Advisory Services Agreement (terminated at IPO). The Investor Rights Agreement ensures ongoing Platinum influence via nomination and committee representation rights. These relationships heighten perceived conflict risk even as the advisory agreement has been terminated.
RED FLAGS
- Controlled company structure with extensive Platinum rights (director nominations; committee representation) and Worley’s Platinum employment while serving on the governance committee elevate conflict-of-interest concerns.
- Lack of independent status and zero personal share ownership by Worley limit direct alignment with minority shareholders.
- Prior significant related-party fees to Platinum Advisors (now terminated) underscore the need for continued scrutiny of related-party transactions and governance safeguards.
POSITIVE SIGNALS
- Strong attendance (100%) and defined committee charters; separation of Chair and CEO roles; robust insider trading and clawback policies; prohibition on pledging/hedging.
Implications for investors
- Expect board and committee decisions—especially on nominations/governance—to reflect the controlling shareholder’s priorities. Minority investors should assess how governance processes (board refreshment, committee compositions, and policy enforcement) evolve as Platinum’s ownership potentially declines over time.