Leslie Heisz
About Leslie Heisz
Independent director since October 2024; age 64 as of April 17, 2025. Former Managing Director at Lazard Frères (2004–2010) with prior roles at Dresdner Kleinwort Wasserstein, Solomon Brothers, and PricewaterhouseCoopers. Education: B.S. in Economics–Systems Science (UCLA) and MBA (UCLA Anderson). Designated “audit committee financial expert,” with deep capital markets and M&A/risk expertise.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lazard Frères | Managing Director | 2004–2010 | Strategic financial advisory across industries |
| Dresdner Kleinwort Wasserstein | Investment banking/corporate finance roles | Not disclosed | Corporate finance experience |
| Solomon Brothers | Investment banking/corporate finance roles | Not disclosed | Corporate finance experience |
| PricewaterhouseCoopers | Professional services roles | Not disclosed | Financial/accounting grounding |
External Roles
| Organization | Type | Role | Tenure/Notes |
|---|---|---|---|
| Kaiser Foundation Health Plan, Inc. | Non-profit/healthcare | Director | Current |
| Kaiser Foundation Hospitals | Non-profit/healthcare | Director | Current |
Board Governance
- Current INGM committee assignments: Audit Committee member; Compensation Committee member. Not a committee chair. Audit Chair: Felicia Alvaro; Compensation Chair: Jacob Kotzubei.
- Independence: The Board determined Ms. Heisz is independent under SEC and NYSE rules. INGM is a “controlled company” under NYSE due to Platinum’s ~90% voting control and relies on certain governance exemptions.
- Attendance: 100% attendance for Board and committee meetings in FY 2024 (post-IPO). Board met once; Audit Committee met twice; Compensation Committee met once.
- Board leadership: Non-Executive Chairperson is Alain Monié; CEO is Paul Bay; Board holds regular executive sessions.
- Committee financial expertise: Board designated Ms. Heisz as an “audit committee financial expert.”
Fixed Compensation
| Component | FY 2024 Amount | Policy/Notes |
|---|---|---|
| Annual cash retainer | $25,000 | Standard policy: $100,000 per year, paid quarterly |
| Committee chair retainers | $0 | Audit Chair retainer $35,000; not applicable to Heisz (not chair) |
| Meeting fees | Not disclosed | None disclosed in policy |
| Other cash | Not disclosed | None disclosed |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant Date Fair Value | Vesting Terms |
|---|---|---|---|---|
| RSU (IPO onboarding grant) | Oct 23, 2024 | 8,409 | $184,998 | Vests on first anniversary of grant (Oct 23, 2025) |
| RSU (annual policy) | To be granted on annual meeting date | N/A | $185,000 target value | Vests at next annual meeting or one-year anniversary of grant |
Notes:
- Director equity at INGM is time-based RSUs; no performance metrics are applied to director equity awards.
- For 2024, her disclosed total was $209,998, comprised of $25,000 cash and $184,998 RSU grant date value.
Other Directorships & Interlocks
| Company | Public/Private | Status | Committee Roles (if disclosed) | Interlock Risk to INGM |
|---|---|---|---|---|
| Edwards Lifesciences | Public | Current | Not disclosed here | None disclosed in proxy |
| Capital Group Funds | Public funds complex | Current | Not disclosed here | None disclosed in proxy |
| Public Storage | Public | Past (until 2024) | Not disclosed here | None disclosed in proxy |
- INGM board limits: Directors may not serve on >5 public company boards; Audit Committee members may not serve on >3 public company audit committees. Ms. Heisz’s known public roles (INGM plus two current) are within policy.
Expertise & Qualifications
- Audit committee financial expert; financially literate under Board’s interpretation.
- Capital markets, enterprise risk management, M&A, and governance expertise.
- Education: B.S. (UCLA), MBA (UCLA Anderson).
Equity Ownership
| Item | Value | As-of/Notes |
|---|---|---|
| Beneficial ownership (shares) | — | As of April 10, 2025; reflects no shares acquirable within 60 days |
| % of shares outstanding | <1% | As of April 10, 2025 (*) |
| Unvested RSUs | 8,409 | Granted Oct 23, 2024; unvested at FY 2024 year-end |
| Director ownership guideline | 5x base cash retainer ($500,000 ÷ fair market value) | Must retain 50% of net after-tax vested shares until compliant |
| Compliance status (board-wide) | Except Mr. Monié, non-employee directors had not met guideline as of proxy date | Typical for newly public boards |
| Hedging/pledging | Prohibited (no hedging, short sales, margin, or pledging) | Insider Trading Policy |
Governance Assessment
- Positive signals:
- Independent director with deep finance background; designated audit committee financial expert—supports audit quality and ERM oversight.
- 100% attendance in FY 2024; active on both Audit and Compensation committees.
- Director equity is time-based RSUs; ownership guideline promotes alignment; hedging/pledging prohibited.
- Risks/considerations:
- Company is a NYSE “controlled company” (~90% voting power held by Platinum); Board and key committees (e.g., Compensation) may include non-independent members under exemptions, potentially limiting minority shareholder influence.
- As a new director post-IPO, beneficial ownership was zero as of April 10, 2025, with alignment expected to increase upon RSU vesting and ongoing annual grants.
- Investor Rights Agreement ensures Platinum representation on the Board and at least one Platinum designee on each committee (subject to rules), reinforcing control dynamics.
Related-Party and Conflicts Check
- The proxy outlines a Related Party Transactions Policy overseen by the Audit Committee.
- The Transactions section focuses on Platinum’s Investor Rights Agreement; no specific related-party transactions involving Ms. Heisz are identified.
- Compensation Committee Interlocks: None reported; no executive officer interlocks, and Ms. Heisz was not an officer of INGM.
Insider Trades
| Date | Type | Shares | Price | Notes |
|---|---|---|---|---|
| Not disclosed in proxy | — | — | — | Security ownership table shows no beneficial shares as of April 10, 2025; no Form 4 activity disclosed in proxy. |
Appendix: Committee Structure and Activity (Context)
- Audit Committee (independent under NYSE): Members—Felicia Alvaro (Chair), Leslie Heisz, Sharon Wienbar; met 2 times in FY 2024; Heisz recognized as financial expert.
- Compensation Committee: Members—Jacob Kotzubei (Chair), Leslie Heisz, Bryan Kelln, Mary Ann Sigler, Sharon Wienbar; met 1 time in FY 2024; not required to be fully independent due to controlled company status.
- Director Compensation Policy (post-IPO): $100,000 cash retainer; $185,000 annual RSU; $35,000 Audit Chair retainer; onboarding RSU at IPO of 8,409 units vested after one year (for non-Platinum-affiliated directors).