DEF 14A of Forrester Research, Inc., Apr 2, 2024

DEF 14A of Forrester Research, Inc.

Filed Apr 2, 2024 · FY20230000950170-24-039904

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our directors are elected annually by the stockholders. The Board has nominated David Boyce, Neil Bradford, George Colony, Anthony Friscia, Robert Galford, Warren Romine, and Yvonne Wassenaar to serve one-year terms that will expire at the 2025 Annual Meeting of Stockholders. These individuals all currently serve on our Board. One of our current directors, Gretchen Teichgraeber, will be retiring from the Board effective May 14, 2024, and is not a nominee for election at the forthcoming annual meeting. Ms. Teichgraeber has served as a member of the Board and the Compensation and Nominating Committee for over 18 years. We gratefully acknowledge her dedicated service and numerous contributions to Forrester. The proxies intend to vote each share for which a proper proxy card has been returned or voting instructions received and not revoked in favor of the nominees named above. If you wish to withhold the authority to vote for the election of any of the nominees, your voting instructions must so indicate or your returned proxy card must be marked to that effect. It is expected that each of the nominees will be able to serve, but if any of them is unable to serve, the proxies reserve discretion to vote, or refrain from voting, for a substitute nominee or nominees. The following section provides information about each nominee, including information provided by each nominee about his or her principal occupation and business experience for the past five years and the names of other publicly-traded companies, if any, for which he or she currently serves as a director or has served as a director during the past five years. In addition to the information presented with respect to each nominee’s experience, qualifications and skills that led our Board to conclude that he or she should serve as a director, we also believe that each of the nominees has demonstrated business acumen and a significant commitment to our company, and has a reputation for integrity and adherence to high ethical standards. NOMINEES FOR ELECTION David Boyce, age 56, became a director of Forrester in June 2017. Mr. Boyce is an investor and advisor on product-led growth (PLG). He teaches PLG at Brigham Young University's Marriott School of Business, invests in PLG companies through his own investing entity Formative Ventures, and advises growth companies on PLG via Winning by Design, LLC, a global revenue architecture consultancy working primarily with growth-stage unicorn and pre-unicorn companies. From 2014 until its acquisition by Aurea in 2021, Mr. Boyce was the Chief Strategy Officer of XANT, Inc. (formerly known as InsideSales.com, Inc.), a software company offering a leading sales acceleration platform. Prior to joining InsideSales, Mr. Boyce was the Chief Executive Officer and Chairman of Fundly, Inc., a crowdfunding site for online fundraising from 2010 to 2013. Previously, Mr. Boyce was global VP of Strategy at Oracle from 2005 to 2010. We believe Mr. Boyce’s qualifications to serve on our Board of Directors include his extensive experience as an operating executive at several software companies and his expertise in product, strategy and marketing. Neil Bradford, age 51, became a director of Forrester in February 2018. Mr. Bradford is the founder and Chief Executive Officer of General Index Limited, a tech-led provider of energy and commodity benchmarks. From 2017 to March 2019, Mr. Bradford served as the Chief Executive Officer of Financial Express, Ltd., an investment ratings and fund research agency based in the United Kingdom. Prior to joining FE, Mr. Bradford was the Chief Executive Officer of Argus Media, a provider of price assessments, business intelligence and market data for the global energy and commodities markets. In 1997, Mr. Bradford co-founded Fletcher Research Limited, a UK-based technology research firm that was acquired by Forrester in 1999. Mr. Bradford served in executive roles with Forrester until 2006. We believe Mr. Bradford’s qualifications to serve on our Board of Directors include his years of experience in the research and advisory business, having both founded and led companies in the industry, his prior experience as an executive officer of Forrester, and his perspective on European business as a UK citizen having worked for firms headquartered in London. George F. Colony, age 70, is the founder of Forrester and since 1983, he has served as Chairman of the Board and Chief Executive Officer. He also has served as Forrester’s President since September 2001, and he previously was Forrester’s President from 1983 to 2000. We believe Mr. Colony’s qualifications to serve on our Board of Directors and as its Chairman include his extensive experience in the research industry, including more than 40 years as our chief executive officer, and his significant ownership stake in the Company. Anthony Friscia, age 68, became a director of Forrester in June 2017. Mr. Friscia is currently an independent business consultant. From 2014 to 2016, Mr. Friscia was the President and Chief Executive Officer of Eduventures, Inc., a research and advisory firm that provides proprietary research and strategic advice to higher education leaders. Previously, from 2011 to 2014, Mr. Friscia served as a consultant and special advisor to the President of the New School, a private university in New York City. In 1986, Mr. Friscia founded AMR Research, a provider of research and advice on global supply chain and enterprise technology to operations and IT executives, and served as its President and Chief Executive Officer until 2010. We believe Mr. Friscia’s qualifications to serve on our Board of Directors include his years of experience in business leadership and providing strategic advice to senior leaders, including extensive experience as a chief executive officer in the research and advisory business. Robert M. Galford, age 71, became a director of Forrester in November 1996. Since November 2007, Mr. Galford has been the managing partner of the Center for Leading Organizations, an organizational development firm he founded in Concord, Massachusetts. From 2001 to 2007, Mr. Galford was a managing partner of the Center for Executive Development, an executive education provider in Boston, Massachusetts. In 2023, he was named to the National Association of Corporate Directors (NACD) Blue Ribbon Commission on Boardroom Culture. We believe Mr. Galford’s qualifications to serve on our Board of Directors include his many years of organizational development and executive education experience, along with his more recent corporate governance experience as an instructor for the National Association of Corporate Directors.

  2. ELECTION OF DIRECTORS

    Warren Romine, age 53, became a director of Forrester in March 2022. Mr. Romine is the founder and managing director of Orchard Knob Capital LLC, an independent financial advisory and investment firm focused on the aerospace, defense and government services markets. Mr. Romine served as a Senior Lecturer at Harvard Business School in the finance department from October 2022 to June 2023. From 2017 to January 2022, Mr. Romine was a Managing Director and co-head of the Aerospace and Defense group at KippsDeSanto & Co., an investment bank focused on growth-oriented aerospace, defense and technology companies. Previously, from 2013 to 2017, Mr. Romine was a Managing Director and head of the Aerospace, Defense and Government Services group at FBR & Co., an investment banking and brokerage firm. From 2006 to 2014, Mr. Romine also served as chair of the audit committee of the board of directors of RELM Wireless Corporation (now known as BK Technologies), a publicly-traded manufacturer of telecommunications products. We believe that Mr. Romine's qualifications to serve on our Board of Directors include his extensive finance and management experience in the investment banking business, his expertise regarding mergers and acquisitions, and his prior experience as a public company board member. Yvonne Wassenaar, age 55, became a director of Forrester in June 2017. Ms. Wassenaar currently also serves as a director of Arista Networks, Inc., JFrog Ltd., Rubrik, Inc. and Harvey Mudd College. From 2019 to 2022, Ms. Wassenaar was the Chief Executive Officer of Puppet, Inc., an information technology automation software company. From 2017 to 2018, Ms. Wassenaar was the Chief Executive Officer of Airware, an enterprise drone solutions company. From 2014 to 2017, Ms. Wassenaar was with New Relic, Inc., a cloud-based SaaS company, most recently as Chief Information Officer. Prior to joining New Relic, Ms. Wassenaar held senior positions at VMware, Inc. from 2010 to 2014. We believe Ms. Wassenaar’s qualifications to serve on our Board of Directors include her thought leadership in the areas of cloud computing, big data analytics and business digitization and her extensive experience in senior leadership positions at technology companies. OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE NOMINEES NAMED ABOVE.

  3. Compensation for Performance

    Compensation for Performance A substantial amount of the total compensation of our executive officers is linked to our performance, both through short-term cash incentive compensation and long-term equity incentive compensation. We believe this aligns our executives’ incentives with our objective of enhancing stockholder value over the longer term. Cash Compensation. A significant portion of the current cash compensation opportunity for our executive officers is achieved through our Amended and Restated Executive Cash Incentive Plan (the “Executive Cash Incentive Plan”). As described in more detail below, payments under the plan are based on company financial performance metrics (for 2023, booked sales accounts for the Company's CV products, or “CV bookings”, and modified operating income). By design, our plan pays more when we perform well and less, or nothing, when we do not. Equity Awards. Another key component of compensation for our executive officers consists of long-term equity incentives, both in the form of restricted stock units (RSUs) and stock options. In 2023, all stock options and a portion of the RSUs granted to executive officers vest over time, with 25% to vest annually over four years. Additional RSUs granted in 2023 include a performance-based vesting condition tied to CV growth and Adjusted EBITDA margin in 2025. We believe these awards have retention value and reflect a balance between short-term financial performance and long-term stockholder return, supporting our performance-based compensation. Consistent with past years, we did not grant equity awards in 2023 to George Colony, our Chairman and Chief Executive Officer, who is the beneficial owner of approximately 38% of our common stock.

  4. Compensation Program Changes in 2023

    Compensation Program Changes in 2023 Base Salary and Short-Term Cash Incentive Compensation. Based on a review of market data, and taking into account the contributions of the named executive officers and our financial performance in 2022, during its annual executive compensation review our Compensation and Nominating Committee (the “Committee”) increased, effective January 1, 2023, the target cash incentive bonus amount of one named executive officer by 18.9% over 2022, while leaving unchanged the base salaries and target cash incentive bonus amounts of the other named executive officers, as discussed further below. In addition, effective May 1, 2023, the Committee approved, and Mr. Colony agreed to, a reduction in his base salary to $1.00 on an annualized basis for the remainder of 2023. Executive Cash Incentive Plan. As was the case in recent years, while the Committee approved the same performance matrix for purposes of both the Executive Cash Incentive Plan and the Forrester Employee Bonus Plan, the Committee decided to place a stronger emphasis on exceeding, rather than just meeting, the target metrics for the executive team. Accordingly, the Committee approved different percentage payouts at various performance levels for the Executive Cash Incentive Plan than the Forrester Employee Bonus Plan, with executive officers achieving less compensation if 2023 performance were to meet or fall short of the targeted levels, and additional compensation for performance above the targeted levels. Long-Term Equity Incentive Compensation. In recent years, the Committee has approved annual equity awards to our executive officers consisting solely of time-based RSUs. In 2023, based on a review of competitive data concerning equity-based awards and recommendations of our independent compensation consultant, the Committee determined that the equity awards to our executive officers would consist of a combination of time-based and performance-based RSUs, with the latter vesting only upon the satisfaction of predetermined performance targets. In addition, the Committee granted stock options to the named executive officers other than Mr. Colony that would vest over time and have value only if our stock price increased from the price on the date of grant and if the recipient continued to provide service to the Company as an employee through the vesting date. Stock Retention Guidelines. As a result of its annual review of the Company's stock retention guidelines described in more detail below, the Committee decided to update the retention targets for all executive officers and directors effective April 1, 2023 to align the targets with changes in annual compensation and stock market fluctuations. Say on Pay Stockholder Vote. As we have done each year since 2011, in 2023 we submitted our executive compensation program to an advisory vote of our stockholders and, consistent with the results of our previous say on pay votes, it received the support of 99% of the total votes cast at our annual meeting. We pay careful attention to any feedback we receive from our stockholders about our executive compensation program, including the say on pay vote. The Committee considered this feedback when setting our executive cash compensation program and granting equity awards to executives in 2023 and will continue to consider stockholder feedback in its subsequent executive compensation decision making.

  5. Compensation Objectives and Strategy

    Compensation Objectives and Strategy The primary purpose of our executive compensation program is to attract, retain and motivate the key individuals who are most capable of contributing to the success of our Company and building long-term value for our stockholders. Our principal objectives and strategy concerning our executive compensation program are as follows: • encourage achievement of key Company values — including client service, quality, collaboration, courage and integrity — that we believe are critical to our continued growth; • base cash compensation on individual achievement and responsibility, teamwork, and our short-term financial performance; • align employees’ incentives with our objective of enhancing stockholder value over the longer term through long-term incentives, principally in the form of stock options and RSUs vesting over time and RSUs subject to performance conditions; and • emphasize individual excellence and encourage employees at all levels, as well as executive officers, to take initiative and lead individual projects that enhance our performance. These objectives and strategy are reviewed each year by the Committee, which oversees our executive compensation program. In furtherance of these objectives, the Committee takes the following actions each year: • reviews the performance of George Colony, our Chairman and Chief Executive Officer, including his demonstration of leadership and his overall contribution to the financial performance of the Company; • reviews the assessment by Mr. Colony of the performance of the other executive officers against their individual and team goals; • reviews the company-wide financial goals that are used in the calculation of the cash incentive compensation for our executives; • reviews all components of compensation for each executive officer: base salary, short-term cash incentive compensation, and long-term equity incentive compensation; • assesses relevant market data; and • holds executive sessions (without our management present) as appropriate to accomplish the above actions. Mr. Colony also plays a substantial role in the compensation process for the other executive officers, primarily by recommending annual goals for the executives reporting directly to him, evaluating their performance against those goals, and providing recommendations on their compensation to the Committee. In mid-2022, we engaged Semler Brossy as an independent compensation consultant to help us assess the compensation paid to our executives. The findings of Semler Brossy were referenced by Forrester management in working with the Committee to formulate compensation recommendations for 2023, with an emphasis on long-term incentives. This included the introduction of performance-based restricted stock unit awards and stock option awards for certain executives and a market adjustment to the target cash incentive bonus amount of one of our executives (as described in more detail below), but were not otherwise used to specifically target compensation or create a compensation framework. The Committee did not separately engage an independent compensation consultant in 2023 for its general executive compensation analysis because the members were comfortable relying on their independent review of the market data, surveys and other supporting information provided by management, taking into account that the Company does not offer special perquisites, deferred compensation plans, or other special executive compensation arrangements. The Committee believes it is adequately experienced to address relevant issues and discharge its responsibilities consistent with the Company’s compensation objectives and philosophy. The Committee has not historically used formal benchmarking data to establish compensation levels but has relied instead on relevant market data and surveys to design compensation packages that it believes are competitive with other similarly situated companies or those with whom we compete for talent. While compensation surveys provide useful data for comparative purposes, the Committee believes that successful compensation programs also require the application of sound judgment and subjective determinations of individual and Company performance. The Committee believes it is helpful to utilize data compiled from a wide array of companies and believes it important to consider comparative data from companies of comparable size and revenue, operating within a comparable industry, and located or operating within our principal geographic markets. In setting executive compensation for 2023, the Committee primarily considered data from the Radford Global Compensation Database, which included companies with annual revenues from $200 million to $1 billion, as well as comparable companies in the industries and geographies applicable to our executives. For each of the Company’s executive officers, the data the Committee reviewed included comparative market percentiles for base salary, total annual cash compensation opportunity (or “on-target earnings”), and total direct compensation (on-target earnings plus equity incentives). The Committee determined that each of the compensation components of the named executive officers, other than Mr. Colony, were aligned with the comparative market data considering experience, role criticality, and performance and, accordingly, made its decisions regarding 2023 executive compensation with the goal of maintaining that status. Since Mr. Colony owns such a substantial percentage of our common stock, the Committee generally does not deem the available market data on chief executive officer compensation as comparable and does not place substantial weight on that data when setting his executive compensation.

  6. Elements of Compensation

    • If the Company’s target CV bookings and modified operating income were both exactly achieved, the Executive Cash Incentive Plan allowed for the payment of 95% of a named executive officer’s target award. • If both CV bookings and modified operating income were above the minimum thresholds but neither exceeded the target, the bonus payout would be between 0% and 75% of the target award. • If both CV bookings and modified operating income were above the minimum thresholds but only modified operating income exceeded the target, the bonus payout would be between 65% and 100% of the target award. • If both CV bookings and modified operating income were above the minimum thresholds but only CV bookings exceeded the target, the bonus payout would be between 40% and 125% of the target award. • If both of the applicable target CV bookings and modified operating income were exceeded, the plan allowed for the payment of up to 195% of a named executive officer’s target award. The Company’s actual CV bookings and modified operating income for 2023 were $322.7 million and $45.6 million, respectively, resulting in none of the target awards being payable. This illustrates the pay for performance structure of the compensation awarded to our named executive officers, as our 2023 CV bookings and modified operating income were both substantially below our target levels. Following its determination that no bonuses could be paid to the named executive officers under the Executive Cash Incentive Plan based on our failure to achieve the minimum CV bookings and modified operating income levels, the Committee considered the contributions of our named executive officers to expense management and evaluated the Company’s performance during a difficult 2023, driven by the product transition to our Forrester Decisions platform amid challenging macroeconomic conditions. Based on that evaluation, the Committee determined to award each of the named executive officers a discretionary cash bonus equal to 40% of such officer’s target award under the Executive Cash Incentive Plan as of December 31, 2023, as is set forth in the Summary Compensation Table under the heading “Bonus.” Pursuant to our employment offer letter dated December 12, 2022 with Mr. Swan that was approved by the Committee, Mr. Swan received an additional sign-on bonus of $100,000. Long-term Equity Incentive Compensation. Our annual equity awards to executive officers historically have consisted of time-based RSUs granted under our equity incentive plan. In February 2023, after reviewing competitive data concerning executive equity-based awards and the recommendations of our independent compensation consultant, the Committee revised the Company's stock-based compensation program for executive officers to consist of a combination of time-based and performance-based RSUs, with the latter vesting only upon the satisfaction of predetermined performance targets. In addition, the Committee determined to make a one-time grant of time-based stock options to certain executive officers, including the named executive officers other than Mr. Colony. The number of RSUs and stock options awarded were calculated with reference to a specific compensation value divided by the share price of our common stock on the award date. All stock-based compensation awards granted to our executive officers are granted by the Committee. We believe that stock-based awards help to motivate and retain executives and also align management’s incentives with long-term stock price appreciation. In general, we believe that the combination of time-based and performance-based awards serves to encourage retention while further aligning the interests of executives and stockholders, as the awards have value only if the recipient continues to provide service to the Company through the vesting date and (in the case of stock options) our stock price increases from that at grant date or (in the case of performance-based RSUs) performance metrics are met. In addition, while time-based RSUs have immediate compensatory value to the recipient upon vesting, increases in our share price provide significant additional compensatory value to the recipient, and decreases in the share price reduce the original compensation value of the award. Neither the Company nor our board of directors, including the Committee, has any plan, program or practice of timing equity incentive awards in coordination with the release or withholding of material non-public information. In determining the size and nature of stock-based awards for 2023, the Committee considered the aggregate number of stock-based awards outstanding relative to the Company’s total shares outstanding, the average aggregate size of stock-based awards made to executive officers of companies that are similarly situated or with which we compete to attract and retain executives, and the individuals that they believed were most likely to contribute to or influence a return to the Company’s historical growth levels and improvement in the Company’s operating margin. On February 6, 2023, the Committee reviewed and approved the grant of time-based RSUs, performance-based RSUs (PSUs), and time-based stock options to each of Mr. Finn, Carrie Johnson, our Chief Product Officer, Sharyn Leaver, our Chief Research Officer, and Nate Swan, our Chief Sales Officer, effective March 1, 2023, as follows: Mr. Finn was granted 15,133 RSUs, 4,993 PSUs, and 30,266 stock options; Ms. Johnson was granted 15,133 RSUs, 4,993 PSUs, and 30,266 stock options; Ms. Leaver was granted 9,836 RSUs, 3,246 PSUs, and 22,699 stock options; and Mr. Swan was granted 4,993 PSUs and 30,266 stock options. The Committee determined that the time-based RSUs and stock options would vest 25% annually over four years. The stock options were granted at an exercise price of $33.04, which was equal to the closing market price of our common stock on the grant date of March 1, 2023. Each PSU granted to the named executive officers in 2023 entitles the applicable officer to receive on or after March 1, 2026, prior to deducting the applicable number of shares necessary to satisfy withholding tax obligations, one share of the Company's common stock, if each of the two performance levels described below are met and the officer remains employed by the Company. The first performance metric is the Company's CV as of December 31, 2025 (referred to as Measurement Year CV), as reported along with the release of our consolidated financial results for the fiscal year ending December 31, 2025, and as adjusted to reflect the foreign currency rates used to calculate the Company's CV reported for the year ended December 31, 2022. The second performance metric is the Company's Adjusted EBITDA margin for the year ending December 31, 2025 (referred to as Measurement Year Adjusted EBITDA Margin), defined as our consolidated adjusted income from operations plus depreciation, divided by total revenues, as reported along with the release of our consolidated financial results for the year ending December 31, 2025. If both target performance levels are exactly met, the PSUs will vest at 100%. Failure to achieve the minimum performance threshold for CV will result in forfeiture of all of the PSUs. If the Company achieves the minimum performance level for CV, a number of PSUs equal to 75% of the total PSUs (referred to as the "CV Growth PSUs") will vest as follows. The aggregate number of CV Growth PSUs that will vest will be equal to the CV Growth PSUs multiplied by the applicable percentage set forth in the table below. If Measurement Year CV falls between two of the percentiles below, the applicable percentage will be interpolated on a straight-line basis.

  7. Elements of Compensation

    | | Applicable Percentage | | Measurement Year CV | of CV Growth PSUs | | 90% of CV Growth Target (Minimum CV Growth Threshold) | 30% | | 95% of CV Growth Target | 50% | | CV Growth Target | 100% | | 105% of CV Growth Target | 150% |

  8. Elements of Compensation

    If the Company achieves the minimum performance levels for both CV and Adjusted EBITDA Margin, a number of PSUs equal to 25% of the total PSUs (referred to as the "Adjusted EBITDA Margin PSUs") will vest as follows. The aggregate number of Adjusted EBITDA Margin PSUs that will vest will be equal to the Adjusted EBITDA Margin PSUs multiplied by the applicable percentage set forth in the table below. If Measurement Year Adjusted EBITDA Margin falls between two of the percentiles below, the applicable percentage will be interpolated on a straight-line basis.

  9. Elements of Compensation

    | Measurement Year | Applicable Percentage of | | Adjusted EBITDA Margin | Adjusted EBITDA Margin PSUs | | One % point below Adjusted EBITDA Margin Target (Minimum Adjusted EBITDA Margin Threshold) | 30% | | Adjusted EBITDA Margin Target | 100% | | One % point above Adjusted EBITDA Margin Target | 150% |

  10. Stock Retention Guidelines

    Stock Retention Guidelines Our Corporate Governance Guidelines include stock retention guidelines to further align the interests of our directors and executive officers with those of our stockholders. Members of our executive team and Board of Directors are subject to these stock retention guidelines for so long as they remain an executive officer, or serve as a director, of the Company. The guidelines require directors of the Company to acquire and hold during their service as a Forrester Board member shares of Forrester’s common stock (“Common Stock”) equal in value to at least two times their total annual compensation from Forrester (including cash retainer and grant date value of equity grants) as in effect on April 1, 2023 (or, if later, the date of commencement of Board service or such other date as the Committee shall designate). Directors have five years from April 23, 2019 (or, if later, the date of commencement of Board service) to meet the target stock ownership guideline. Executive officers of the Company are required to acquire and hold during their service as a Forrester executive team member shares of Common Stock equal in value to at least one times their total annual on-target earnings (defined as base salary plus total annual cash compensation opportunity) as in effect on April 1, 2023 (or, if later, the date of commencement of executive team service or such other date as the Committee shall designate). Executive officers with fewer than two years tenure on the executive team as of April 23, 2019 or that become executive officers thereafter have five years from April 23, 2019 (or, if later, the date of commencement of executive team service) to meet the target stock ownership guideline, and officers with two or more years tenure on the executive team as of April 23, 2019 had three years from such date to meet the target stock ownership guideline. In April of 2023 the Committee determined that the retention targets for all executive officers and directors would be adjusted, effective immediately, using the average closing stock price of the Company during March 2023 and the on-target earnings (for executive officers) and total compensation (for directors) as of April 1, 2023 for purposes of calculating such targets. Until such time as a director or officer reaches his or her share ownership guideline, the director or officer may sell shares of Common Stock only to the extent that, subsequent to such sale, such director or officer continues to hold more shares than he or she held as of December 31 of the preceding year. In addition, if a director or officer has not reached his or her share ownership guideline within the required accumulation period, he or she will be required to retain 100% of the net shares of Forrester common stock delivered to him or her upon the exercise or vesting of stock awards held by him or her until such guideline is reached. Net shares are the number of shares remaining after shares are sold or netted to pay the exercise price of stock options and withholding taxes. For directors, the applicable withholding taxes will be presumed to be the minimum withholding tax applicable to an employee. All directors and executive officers are expected to continuously own sufficient shares to meet the guideline once it has been reached. Unexercised stock options and unvested restricted stock units will not count toward meeting the stock ownership guidelines. These guidelines may be waived, at the discretion of the Committee, if compliance with the guidelines would create severe hardship or prevent an executive officer or director from complying with a court order. The Committee will reassess these guidelines on an annual basis, taking into account factors such as compensation and stock price changes. Our directors and executive officers have complied in full with these guidelines since their initial adoption.

  11. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table shows the compensation earned by our Chief Executive Officer, our Chief Financial Officer, and each of our three other most highly compensated executive officers as of December 31, 2023. We refer to these officers as the “named executive officers.”

  12. SUMMARY COMPENSATION TABLE

    | | | | | | | Non-Equity | | | | | | | | Stock | Option | Incentive Plan | All Other | | | | | Salary | Bonus | Awards | Awards | Compensation | Compensation | Total | | Name and Principal Position | Year | ($) | ($)(1) | ($)(2) | ($)(2) | ($) | ($)(3) | ($) | | George F. Colony | 2023 | 207,993 | — | — | — | — | 36,928 | 244,921 | | Chairman of the Board and | 2022 | 597,896 | — | — | — | 371,250 | 23,484 | 992,630 | | Chief Executive Officer | 2021 | 461,923 | 150,000 | — | — | 922,500 | 17,845 | 1,552,268 | | L. Christian Finn | 2023 | 420,275 | 125,993 | 746,862 | 430,930 | — | 19,894 | 1,743,954 | | Chief Financial Officer | 2022 | 420,083 | — | 499,978 | — | 145,736 | 11,320 | 1,077,117 | | | 2021 | 110,385 | 200,000 | 999,986 | — | 229,503 | 446 | 1,540,319 | | Carrie Johnson | 2023 | 425,300 | 127,500 | 746,862 | 430,930 | — | 17,820 | 1,748,412 | | Chief Product Officer | 2022 | 428,750 | — | 449,950 | — | 175,313 | 11,766 | 1,065,779 | | | 2021 | 387,385 | 50,000 | 399,979 | — | 445,500 | 9,780 | 1,292,644 | | Sharyn Leaver | 2023 | 375,600 | 90,000 | 485,449 | 323,191 | — | 8,742 | 1,282,982 | | Chief Research Officer | 2022 | 374,556 | — | 324,981 | — | 123,750 | 10,400 | 833,687 | | Nate Swan(4) | 2023 | 410,858 | 234,400 | 746,845 | 430,930 | 1,000 | 21,257 | 1,845,290 | | Chief Sales Officer | | | | | | | | |

  13. SUMMARY COMPENSATION TABLE

    (1) Amounts for 2021 represent: additional performance-based bonuses approved by the Committee of $150,000 for Mr. Colony and $50,000 for each of Mr. Finn and Ms. Johnson; and a sign-on bonus of $150,000 for Mr. Finn. Amounts for 2023 represent discretionary bonuses approved by the Committee and a sign-on bonus of $100,000 for Mr. Swan. (2) These amounts represent the aggregate grant date fair value of time-based and performance-based restricted stock unit and time-based option awards. Assumptions used in the calculation of option awards are included in footnote 1 to the Company’s consolidated financial statements included in our 2023 Annual Report on Form 10-K. The grant date fair value of restricted stock units is based upon the closing price of the Company’s common stock on the date of grant. For purposes of calculating the grant date fair value of performance awards, we assume that the target performance criteria will be achieved and 100% of each award will vest. The grant date fair value of all 2023 time-based restricted stock units is as follows: Mr. Finn, $499,994; Ms. Johnson, $499,994; Ms. Leaver, $324,981; and Mr. Swan, $499,978. The grant date fair value of all 2023 performance-based restricted stock units, assuming attainment of the highest level of the performance conditions, which is capped at 150% of target, is as follows: Mr. Finn, $370,301; Ms. Johnson, $370,301; Ms. Leaver, $240,701; and Mr. Swan, $370,301. The amounts set forth may be more or less than the value ultimately realized by the named executive officer based upon, among other things, the value of the Company’s common stock at the time of exercise of the options or vesting of the restricted stock units and whether such options or restricted stock units actually vest. (3) 2023 amounts include the following amounts of Company matching contributions under our 401(k) plan: Mr. Colony, $9,900; Mr. Finn, $9,900; Ms. Johnson, $9,900; Ms. Leaver, $7,482; and Mr. Swan, $9,900. Other amounts consist of group term life insurance premiums and miscellaneous other items. Mr. Swan became our Chief Sales Officer on January 3, 2023.

  14. GRANTS OF PLAN-BASED AWARDS FOR 2023

    GRANTS OF PLAN-BASED AWARDS FOR 2023 The following table sets forth information with respect to plan-based awards granted to named executive officers in 2023.

  15. GRANTS OF PLAN-BASED AWARDS FOR 2023

    | | | | | | | | | | | | | Grant | | | | | | | | | | | | All Other | | Date | | | | | | | | | | | All Other | Option | | Fair | | | | | | | | | | | Stock | Awards: | Exercise | Value of | | | | | Estimated Possible Payouts Under | | | Estimated Future Payouts Under | | | Awards: | Number of | or Base | Stock | | | | | Non-Equity Incentive Plan | | | Equity Incentive Plan | | | Number of | Securities | Price of | and | | | | Committee | Awards(1) | | | Awards(2) | | | Shares of | Underlying | Option | Option | | | Grant | Approval | Threshold | Target | Maximum | Threshold | Target | Maximum | Stock | Options | Awards | Awards | | Name | Date | Date | ($) | ($) | ($) | (#) | (#) | (#) | (#) | (#) | ($/Sh) | ($)(3) | | George F. Colony | — | — | 270,000 | 675,000 | 1,316,250 | — | — | — | — | — | — | — | | L. Christian Finn | — | — | 125,993 | 314,981 | 614,213 | — | — | — | — | — | — | — | | | 03/01/23 | 02/06/23 | — | — | — | — | — | — | — | 30,266 | 33.04 | 430,930 | | | 03/01/23 | 02/06/23 | — | — | — | — | — | — | 15,133 | — | — | 499,994 | | | 03/01/23 | 02/06/23 | — | — | — | 1,123 | 4,993 | 7,490 | — | — | — | 164,969 | | | 04/03/23 | 03/28/23 | — | — | — | 579 | 2,573 | 3,860 | — | — | — | 81,899 | | Carrie Johnson | — | — | 127,500 | 318,750 | 621,563 | | | | — | — | — | — | | | 03/01/23 | 02/06/23 | — | — | — | — | — | — | — | 30,266 | 33.04 | 430,930 | | | 03/01/23 | 02/06/23 | — | — | — | — | — | — | 15,133 | — | — | 499,994 | | | 03/01/23 | 02/06/23 | — | — | — | 1,123 | 4,993 | 7,490 | — | — | — | 164,969 | | | 04/03/23 | 03/28/23 | — | — | — | 579 | 2,573 | 3,860 | — | — | — | 81,899 | | Sharyn Leaver | — | — | 90,000 | 225,000 | 438,750 | | | | — | — | — | — | | | 03/01/23 | 02/06/23 | — | — | — | — | — | — | — | 22,699 | 33.04 | 323,191 | | | 03/01/23 | 02/06/23 | — | — | — | — | — | — | 9,836 | — | — | 324,981 | | | 03/01/23 | 02/06/23 | — | — | — | 730 | 3,246 | 4,869 | — | — | — | 107,248 | | | 04/03/23 | 03/28/23 | — | — | — | 376 | 1,672 | 2,508 | — | — | — | 53,220 | | Nate Swan | — | — | 134,400 | 336,000 | 655,200 | | | | — | — | — | — | | | 02/01/23 | 12/20/22 | — | — | — | | | | 13,199 | — | — | 499,978 | | | 03/01/23 | 02/06/23 | — | — | — | | | | — | 30,266 | 33.04 | 430,930 | | | 03/01/23 | 02/06/23 | — | — | — | 1,123 | 4,993 | 7,490 | — | — | — | 164,969 | | | 04/03/23 | 03/28/23 | — | — | — | 579 | 2,573 | 3,860 | — | — | — | 81,899 |

  16. GRANTS OF PLAN-BASED AWARDS FOR 2023

    (1) Consists of awards under our Executive Cash Incentive Plan, a non-equity incentive plan, with payouts thereunder made annually in arrears. Our Executive Cash Incentive Plan is described in detail, including calculation of threshold, target and maximum awards under the plan, in the Compensation Discussion and Analysis above. Actual amounts awarded are set forth in the Summary Compensation Table above. (2) Consists of performance-based restricted stock units granted pursuant to our Amended and Restated Equity Incentive Plan. The vesting of such restricted stock units is conditioned upon achievement of defined performance objectives relating to contract value (CV) growth and Adjusted EBITDA margin in 2025. The restricted stock units can vest as to between 22.5% and 150% of the total number of shares subject to the award, depending on performance, or the restricted stock units can be forfeited if the defined performance objectives are not met. See footnote 2 to the Summary Compensation Table.

  17. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END The following table sets forth information for the named executive officers regarding outstanding option awards and stock awards held as of December 31, 2023.

  18. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | | Option Awards | | | | Stock Awards | | | | | | | | Equity Incentive | Equity Incentive | | | | | | | Plan | Plan | | | | | | | Awards: | Awards: Market or | | | Number of | Number of | | | Number of | Payout Value of | | | Securities | Securities | | | Unearned Shares, | Unearned Shares, | | | Underlying | Underlying | | | Units | Units | | | Unexercised | Unexercised | Option | | or Other | or Other | | | Options | Options | Exercise | Option | Rights That | Rights That | | | (#) | (#) | Price | Expiration | Have Not Vested | Have Not Vested | | Name | Exercisable | Unexercisable | ($) | Date | (#) | ($)(1) | | George F. Colony | — | — | — | — | — | — | | L. Christian Finn | — | — | — | — | 10,080(2) | 270,245 | | | — | — | — | — | 7,450(3) | 199,735 | | | — | — | — | — | 15,133(4) | 405,716 | | | — | — | — | — | 7,566(5) | 45,640 | | | — | 30,266(6) | 33.04 | 2/28/2033 | — | — | | Carrie Johnson | — | — | — | — | 2,431(7) | 65,175 | | | — | — | — | — | 4,406(8) | 118,125 | | | — | — | — | — | 6,705(3) | 179,761 | | | — | — | — | — | 15,133(4) | 405,716 | | | — | — | — | — | 7,566(5) | 45,640 | | | — | 30,266(6) | 33.04 | 2/28/2033 | — | — | | Sharyn Leaver | — | — | — | — | 694(7) | 18,606 | | | — | — | — | — | 1,652(8) | 44,290 | | | — | — | — | — | 4,842(3) | 129,814 | | | — | — | — | — | 9,836(4) | 263,703 | | | — | — | — | — | 4,918(5) | 29,667 | | | — | 22,699(6) | 33.04 | 2/28/2033 | — | — | | Nate Swan | — | — | — | — | 13,199(9) | 353,865 | | | — | — | — | — | 7,566(5) | 45,640 | | | — | 30,266(6) | 33.04 | 2/28/2033 | — | — |

  19. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    (1) The market value was calculated based on $26.81, the closing price per share of our common stock on December 29, 2023. With respect to performance-based restricted stock units, the stated value equals the product of $26.81 multiplied by the number of shares issuable upon achievement of threshold performance goals. However, we have recorded a zero value for these awards in our financial statements for the year ended December 31, 2023. (2) Consists of time-based restricted stock units that vest as to 50% of the shares subject to the award on each of October 1, 2024 and October 1, 2025. (3) Consists of time-based restricted stock units that vest as to one third of the shares subject to the award on each of March 1, 2024, March 1, 2025, and March 1, 2026. (4) Consists of time-based restricted stock units that vest as to 25% of the shares subject to the award on each of March 1, 2024, March 1, 2025, March 1, 2026, and March 1, 2027. (5) Consists of performance-based restricted stock units granted pursuant to our Equity Incentive Plan. The vesting of these restricted stock units is conditioned upon achievement of defined performance objectives relating to contract value (CV) growth and Adjusted EBITDA margin in 2025. The restricted stock units can vest on March 1, 2026 as to between 22.5% and 150% of the total number of shares subject to the award, depending on performance, or the restricted stock units can be forfeited if the defined performance objectives are not met. (6) Stock options become exercisable as to 25% of the shares subject to the award on each of March 1, 2024, March 1, 2025, March 1, 2026, and March 1, 2027. (7) Consists of time-based restricted stock units that vest on August 1, 2024. (8) Consists of time-based restricted stock units that vest as to 50% of the shares subject to the award on each of August 1, 2024 and August 1, 2025. Consists of time-based restricted stock units that vest as to 25% of the shares subject to the award on each of February 1, 2024, February 1, 2025, February 1, 2026, and February 1, 2027.

  20. OPTION EXERCISES AND STOCK VESTED TABLE FOR 2023

    OPTION EXERCISES AND STOCK VESTED TABLE FOR 2023 The following table sets forth information for the named executive officers regarding the value realized during 2023 by the executives pursuant to option exercises and the vesting of RSUs.

  21. OPTION EXERCISES AND STOCK VESTED TABLE FOR 2023

    | | Option Awards | | Stock Awards | | | | Number of | | Number of | | | | Shares | Value | Shares | Value | | | Acquired | Realized | Acquired on | Realized | | | on Exercise | on Exercise | Vesting | on Vesting | | Name | (#) | ($) | (#) | ($) | | George F. Colony | — | — | — | — | | L. Christian Finn | — | — | 7,524 | 227,727 | | Carrie Johnson | — | — | 9,081 | 295,723 | | Sharyn Leaver | — | — | 3,724 | 121,712 | | Nate Swan | — | — | — | — |

  22. Pension Benefits

    Pension Benefits We have no defined benefit pension plans or long-term incentive plans applicable to the named executive officers.

  23. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We have no nonqualified defined contribution or deferred compensation plans.

  24. Director Compensation

    Director Compensation

  25. DIRECTOR COMPENSATION TABLE FOR 2023

    DIRECTOR COMPENSATION TABLE FOR 2023 The following table shows the compensation that we paid during the year ended December 31, 2023 to each of our directors, other than Mr. Colony, who was not paid additional compensation for his service as a director and whose compensation is reflected in “Executive Compensation” above.

  26. DIRECTOR COMPENSATION TABLE FOR 2023

    | | Fees Earned | | | | | or Paid in | Stock | | | | Cash | Awards | Total | | Name | ($) | ($)(1)(2)(3) | ($) | | Jean M. Birch(4) | 10,750 | - | 10,750 | | David Boyce | 35,000 | 119,985 | 154,985 | | Neil Bradford | 35,000 | 119,985 | 154,985 | | Anthony Friscia | 35,000 | 119,985 | 154,985 | | Robert M. Galford | 50,000 | 119,985 | 169,985 | | Warren Romine | 41,000 | 119,985 | 160,985 | | Gretchen G. Teichgraeber | 35,000 | 119,985 | 154,985 | | Yvonne Wassenaar | 35,000 | 119,985 | 154,985 |

  27. DIRECTOR COMPENSATION TABLE FOR 2023

    (1) The amounts in this column reflect the aggregate grant date fair value of restricted stock unit awards for 2023. The grant date fair value of restricted stock units is based upon the closing price of the Company’s common stock on the date of grant. The amounts set forth may be more or less than the value ultimately realized by the named director based upon, among other things, the value of the Company’s Common Stock at the time of vesting of the restricted stock units and whether such restricted stock units actually vest. (2) On June 1, 2023, each of the directors, other than Mr. Colony, received 4,136 restricted stock units. (3) At December 31, 2023, the non-employee directors held options to purchase, and restricted stock units for, the number of shares listed next to their names below:

  28. DIRECTOR COMPENSATION TABLE FOR 2023

    | | Number of Shares | | | Name | Options | RSUs | | David Boyce | — | 2,068 | | Neil Bradford | — | 2,068 | | Anthony Friscia | — | 2,068 | | Robert M. Galford | — | 2,068 | | Warren Romine | — | 2,068 | | Gretchen G. Teichgraeber | — | 2,068 | | Yvonne Wassenaar | — | 2,068 |

  29. DIRECTOR COMPENSATION TABLE FOR 2023

    (4) Ms. Birch retired from the Board of Directors effective May 9, 2023. Our non-employee directors receive an annual retainer of $30,000 and members of each Board committee receive an additional annual retainer of $5,000 for each committee on which they serve, with the Chairman of the Audit Committee receiving an additional $8,000 per year and the Chairman of the Compensation and Nominating Committee receiving an additional $5,000 per year. Our lead independent director receives an additional $10,000 annual retainer. Each of these annual fees is payable quarterly in arrears. Members of our Board of Directors are reimbursed for their expenses incurred in connection with attending any meeting. The Compensation and Nominating Committee of the Board of Directors has the authority under the Forrester Research, Inc. Amended and Restated Equity Incentive Plan (“Equity Incentive Plan”) to grant stock options and RSUs to non-employee directors in such amounts and on such terms as it shall determine at the time of grant. On June 1, 2023, our seven non-employee directors at that time each received 4,136 restricted stock units, which equals the number of whole shares calculated by dividing $120,000 by $29.01, the closing price of the Company’s common stock on the date of award. These RSUs vest in four equal quarterly installments over a one-year period. RSUs granted under the Equity Incentive Plan become vested in full upon a change of control of the Company, unless there is an assumption, substitution or cash-out of such RSUs in connection with the change of control.

  30. CEO PAY RATIO

    CEO PAY RATIO Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 requires most companies with publicly traded stock in the United States to identify the median annual total compensation of their worldwide employee population (other than the chief executive officer) and to compare that amount with the annual total compensation of their chief executive officer. The pay ratio information included below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. We identified our median employee using our total employee population as of October 1, 2023 by applying a consistently applied compensation measure across our global employee population. For our consistently applied compensation measure, we used cash compensation (base salary plus bonuses and commissions) paid in the nine months ending September 30, 2023. We used cash compensation as our consistently applied compensation measure as we believe that this measure provides a reasonably accurate depiction of total earnings for the purpose of identifying our median employee. We then calculated the median employee’s total annual compensation in accordance with the requirements of the Summary Compensation Table. Earnings of our employees outside the U.S. were converted to U.S. dollars using the currency exchange rates used for organizational planning purposes, which consider historical and forecasted rates as well as other factors. We did not use any other material estimates, assumptions, adjustments or statistical sampling to determine the worldwide median employee. Our median employee’s total 2023 compensation (other than the CEO) was $132,990. Our Chief Executive Officer’s total 2023 compensation was $244,921, as reported in the Summary Compensation Table. Accordingly, our 2023 CEO to Median Employee Pay Ratio was 1.84 to 1. Please keep in mind that under the SEC’s rules and guidance, there are numerous ways to determine the compensation of a company’s median employee, including the employee population sampled, the elements of pay and benefits used, any assumptions made and the use of statistical sampling. In addition, no two companies have identical employee populations or compensation programs, and pay, benefits and retirement plans differ by country even within the same company. As such, our pay ratio may not be comparable to the pay ratio reported by other companies.

  31. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As described in greater detail in “Executive Compensation – Compensation Discussion and Analysis,” our executive compensation program reflects a variable pay-for-performance philosophy. The following table and related disclosures provide further “pay versus performance” disclosure with respect to our chief executive officer, also referred to as our principal executive officer (PEO), and our other named executive officers (NEOs), as contemplated by Item 402(v) of Regulation S-K.

  32. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total to PEO1 | Compensation Actually Paid to PEO2 | Average Summary Compensation Table Total For Non-PEO NEOs3 | Average Compensation Actually Paid to Non-PEO NEOs4 | Value of Initial Fixed $100 Investment Based On: | | Net Income (millions)7 | Year-Over-Year CV Bookings Growth8 | | | | | | | Company TSR5 | Peer Group TSR6 | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $244,921 | $244,921 | $1,655,159 | $1,073,951 | $64 | $152 | $3.1 | -7.7% | | 2022 | $992,630 | $992,630 | $978,306 | $449,918 | $86 | $126 | $21.8 | 0.8% | | 2021 | $1,552,268 | $1,552,268 | $1,134,598 | $1,324,876 | $141 | $162 | $24.8 | 16.0% | | 2020 | $681,843 | $681,843 | $860,550 | $873,033 | $100 | $128 | $10.0 | -3.5% |

  33. PAY VERSUS PERFORMANCE

    (1) The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Colony (our Chief Executive Officer or PEO) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation –Summary Compensation Table.” (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Colony, as computed in accordance with Item 402(v) of Regulation S-K. Because Mr. Colony did not receive or hold any equity awards during the years reflected in the table and we do not maintain a pension in which Mr. Colony participates, no additions or deductions from Summary Compensation Table (SCT) total compensation for our PEO are needed to determine the amount of “compensation actually paid” in accordance with Item 402(v) of Regulation S-K. (3) The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Colony, who has served as our CEO in each of the covered years) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Colony) included for purposes of calculating the average amounts in each applicable year are as follow: (i) for 2023, L. Christian Finn, Carrie Johnson, Sharyn Leaver, and Nate Swan; (ii) for 2022, L. Christian Finn, Kelley Hippler, Carrie Johnson, Sharyn Leaver, and Sarah Le Roy; (iii) for 2021, Scott Chouinard, Ryan Darrah, Michael Doyle, L. Christian Finn, Kelley Hippler, and Carrie Johnson; and (iv) for 2020, Michael Doyle, Kelley Hippler, Carrie Johnson, and Steve Peltzman. (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” (CAP) to the NEOs as a group (excluding Mr. Colony), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Colony) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average compensation for the NEOs as a group (excluding Mr. Colony) for each year to determine the compensation actually paid:

  34. PAY VERSUS PERFORMANCE

    | Average Non-PEO NEOs SCT Total to CAP Reconciliation: | | | | | | | | | Year | Salary | Bonus and Non-Equity Incentive Compensation | Other Compensation | SCT Total | Reported Value of Equity Awards | Equity Award Adjustments | CAP | | | | | (i) | | (ii) | (iii) | | | 2023 | $408,008 | $144,723 | $16,928 | $1,655,159 | $(1,085,500) | $504,291 | $1,073,951 | | 2022 | $355,306 | $149,711 | $8,317 | $978,306 | $(464,972) | $(63,417) | $449,918 | | 2021 | $290,528 | $376,641 | $104,942 | $1,134,598 | $(362,487) | $552,765 | $1,324,876 | | 2020 | $369,916 | $141,109 | $12,038 | $860,550 | $(337,488) | $349,971 | $873,033 |

  35. PAY VERSUS PERFORMANCE

    (i) Reflects "all other compensation" reported in the SCT for each year shown. (ii) Represents the grant date fair value of equity-based awards granted each year as reported in the “Stock Awards” and "Option Awards" columns in the Summary Compensation Table for the applicable year. Because we do not maintain a pension in which any NEO participates, no adjustments from the SCT total related to pension value are needed to calculate “compensation actually paid” in accordance with Item 402(v) of Regulation S-K. (iii) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

  36. PAY VERSUS PERFORMANCE

    | Average Non-PEO NEOs Equity Award Adjustments: | | | | | | | 2020 Average | 2021 Average | 2022 Average | 2023 Average | | Plus: Fair Value for Stock Awards Granted in the Covered Year that are Unvested at End of Year | $392,907 | $450,772 | $257,486 | $610,348 | | Change in Fair Value of Outstanding Unvested Stock Awards from Prior Year | $2,451 | $121,557 | $(152,787) | $(85,607) | | Change in Fair Value of Stock Awards from Prior Years that Vested in the Covered Year | $(45,387) | $27,727 | $(71,058) | $(20,451) | | Less: Fair Value of Stock Awards Forfeited during the Covered Year | - | $(47,291) | $(97,057) | - | | Total Adjustment | $349,971 | $552,765 | $(63,417) | $504,291 |

  37. PAY VERSUS PERFORMANCE

    Company TSR is calculated to show the cumulative stockholder return on our common stock during the covered period. We did not pay any dividends in the covered years. (6) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: S&P Small Cap 600 Information Technology. (7) The dollar amounts reported represent the amount of net income reflected in our audited financial statements for the applicable year. (8) Year-over-year CV bookings growth is the percentage increase in bookings of our CV products with respect to a given covered year compared to the prior covered year. Financial Performance Measures As described in greater detail in “Executive Compensation – Compensation Discussion and Analysis,” our executive compensation program reflects a variable pay-for-performance philosophy. The most important financial performance measures we used to link executive compensation actually paid to our NEOs, for the most recently completed fiscal year, to our performance are as follows: • CV Bookings • Modified Operating Income • Year-Over-Year CV Bookings Growth Analysis of the Information Presented in the Pay versus Performance Table While we utilize several performance measures to align executive compensation with our performance, all of these measures are not presented in the above Pay versus Performance Table. Moreover, we generally seek to incentivize long-term performance, and therefore do not specifically align our performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay versus Performance Table.