DEF 14A of Information Services Group Inc., Mar 14, 2024

DEF 14A of Information Services Group Inc.

Filed Mar 14, 2024 · FY20230001140361-24-013240

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our fourth amended and restated certificate of incorporation provides that the Board of Directors of the Company is divided into three classes with one class of directors being elected each year and each class serving a three-year term. Bruce N. Pfau and Kalpana Raina constitute a class with a term that expires at this Annual Meeting (the “Class II Directors”). Michael P. Connors and Christine Putur constitute a class that expires at the Annual Meeting in 2025 (the “Class III Directors”). Neil G. Budnick and Gerald S. Hobbs constitute a class with a term that expires at the Annual Meeting in 2026 (the “Class I Directors”). Donald C. Waite III’s term expires at this Annual Meeting and he has chosen to retire from the Board and not stand for re-election. We thank him for his distinguished service to the Company. We have decided that following Mr. Waite’s retirement, our Board of Directors will be reduced from seven to six directors. The Board of Directors has considered and nominated the following nominees to be Class II Directors for a three-year term expiring in 2027: Bruce N. Pfau and Kalpana Raina. Action will be taken at the Annual Meeting for the election of these Class II Directors. Set forth below is information regarding the nominees to the Board of Directors for election as directors. It is intended that the proxies delivered pursuant to this solicitation will be voted in favor of the election of each of Bruce N. Pfau and Kalpana Raina unless otherwise directed by the person furnishing a valid proxy. The nominees have agreed to be named in this Proxy Statement and to serve if elected. If the nominees decline to serve or become unavailable for any reason, or if a vacancy occurs before their election (although we know of no reason to anticipate that this will occur), the proxies may be voted for such substitute nominee(s) as we may designate. If a quorum is present and voting, the nominees receiving a plurality of votes cast will be elected. Proxies cannot be voted for more than two nominees. Abstentions, “withhold votes” and broker non-votes will have no effect on the outcome of the vote because they are not considered “votes cast” for voting purposes. The nominees to the Board of Directors to serve until the third succeeding annual meeting of stockholders after their election and until their successors have been elected and qualified are:

  2. ELECTION OF DIRECTORS

    | Name | Age | Director Since | | Bruce N. Pfau | 70 | 2019 | | Kalpana Raina | 68 | 2009 |

  3. ELECTION OF DIRECTORS

    The principal occupations and qualifications of the nominees for director are as follows. There are no family relationships among any of our directors or executive officers. Bruce N. Pfau has served as our Director since July 2019. Over a 30-year career, Mr. Pfau, a former long-time senior executive with KPMG, has served as a billable C-suite consultant, P&L partner and consulting practice leader; as a vice chairman of a Big 4 accounting and consulting firm; and as a business author, speaker and noted expert on human-capital-intensive, data-driven businesses. Mr. Pfau joined KPMG in 2004 and served as the firm’s vice chairman of Human Resources and Communications for 12 years. During this time, he was a member of the 10-person KPMG management committee responsible for leading the firm and served on the KPMG acquisition committee that oversaw the acquisition of 10 businesses. Upon his mandatory retirement from his vice chairman role at age 60, he served from 2016 to 2018 as a partner, senior consultant and ambassador to some of KPMG’s increasingly important executive markets. Earlier in his career, Mr. Pfau held executive positions with services firms including Watson Wyatt Worldwide (now Willis Towers Watson) and Hay Group (now Korn Ferry Hay). Mr. Pfau holds a bachelor’s degree from Tufts University and master’s and doctoral degrees from Loyola University, Chicago. Kalpana Raina has served as our Director since August 2009. Ms. Raina is the managing partner of 252 Solutions, LLC, an advisory firm that specializes in strategic development and implementation. Previously, Ms. Raina was a senior executive with The Bank of New York (the “Bank”), a global financial services company. She joined the Bank in 1989 and held a variety of leadership positions, most recently Executive Vice President and Head of European Country Management and Corporate Banking. Prior to that, she served in Mumbai, India as the Bank’s Executive Vice President, International. During her eighteen-year career with the Bank she had responsibility for clients in the media, telecommunications, healthcare, retailing, hotels and leisure and financial services industries in Asia, Europe and the United States. Until 2021, Ms. Raina was a director of Yellow Pages Limited (TSX: YLO), where she served on the Nominating and Corporate Governance Committee and Audit Committee. Until December 2017, Ms. Raina was also a director of John Wiley & Son (NYSE: JWa and JWb). She is a member of Women Corporate Directors and The National Association of Corporate Directors and a past member of The U.S. India Business Council.

  4. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF

    THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF

  5. THE NOMINEES NAMED ABOVE

    THE NOMINEES NAMED ABOVE

  6. Directors

    Directors Neil G. Budnick has served as our Director since June 2011. Mr. Budnick is currently the Managing Director at Channel Rock Partners, a management consulting firm that provides business strategy and opportunity analysis, operations improvement and risk management for corporations. Until April 2007, Mr. Budnick was President of MBIA Insurance Corporation (“MBIA”), a major financial services company. During his 23 years at MBIA, Mr. Budnick held increasingly important positions including: Vice Chairman; Chief Financial Officer; President, Public and Corporate Finance Division; and Senior Vice President, Head of Municipal and Structure Finance. Earlier in his career, Mr. Budnick was also Vice President of the Public Finance Department of Standard & Poor’s Corporation. He was a Board Member and Chair of the Audit Committee of RHR International, a management firm that specializes in executive development until December 2018. Following an appointment by the Governor of Connecticut in 2012, he served from 2012-2013 as Chairman of the Investment Advisory Council (IAC), the state body responsible for working with the State Treasurer in overseeing the investments of the Connecticut Retirement Plans and Trust Funds. Mr. Budnick holds a B.A. in Political Science from Boston College and an M.P.A. in Public Administration from the University of Colorado. Gerald S. Hobbs has served as our Director since January 2008. Mr. Hobbs is an operating partner at BV Investments, LLC. Previously, Mr. Hobbs was the Chairman and CEO of VNU, Inc., now Nielsen Holdings plc, and Vice-Chairman of the Executive Board of VNU N.V., until his retirement in April 2003. Mr. Hobbs has served as Chairman, and Director of the American Business Media, BPA International and the Advertising Council, Inc. He retired from The Nielsen Company and BNA, Inc. boards of directors in 2010 and 2011, respectively. He was a member of the Audit Committee at both companies. Bruce N. Pfau has served as our Director since July 2019. Over a 30-year career, Mr. Pfau, a former long-time senior executive with KPMG, has served as a billable C-suite consultant, P&L partner and consulting practice leader; as a vice chairman of a Big 4 accounting and consulting firm; and as a business author, speaker and noted expert on human-capital-intensive, data-driven businesses. Mr. Pfau joined KPMG in 2004 and served as the firm’s vice chairman of Human Resources and Communications for 12 years. During this time, he was a member of the 10-person KPMG management committee responsible for leading the firm and served on the KPMG acquisition committee that oversaw the acquisition of 10 businesses. Upon his mandatory retirement from his vice chairman role at age 60, he served from 2016 to 2018 as a partner, senior consultant and ambassador to some of KPMG’s increasingly important executive markets. Earlier in his career, Mr. Pfau held executive positions with services firms including Watson Wyatt Worldwide (now Willis Towers Watson) and Hay Group (now Korn Ferry Hay). Mr. Pfau holds a bachelor’s degree from Tufts University and master’s and doctoral degrees from Loyola University, Chicago. Christine Putur has served as our Director since March 2014. Ms. Putur previously served as the Executive Vice President, Technology and Operations of Recreational Equipment, Inc. (REI), a specialty outdoor retailer. Ms. Putur was previously the Chief Information Officer of Coach, Inc. (“Coach”), a leading New York design house of modern luxury accessories. Prior to her time at Coach, Ms. Putur was a senior executive for Staples, Inc. (“Staples”), a leading office supply retailer. She joined Staples in 1999 and held a variety of leadership positions before serving as Senior Vice President and Chief Information Officer. Prior to that, she worked at Digital Equipment Corporation, which was acquired by Compaq Computer Corporation. Ms. Putur holds a B.A. in Administrative Science and Math from Colby College and an M.S. in Management Information Systems from the Boston University Graduate School of Management. Kalpana Raina has served as our Director since August 2009. Ms. Raina is the managing partner of 252 Solutions, LLC, an advisory firm that specializes in strategic development and implementation. Previously, Ms. Raina was a senior executive with The Bank of New York (the “Bank”), a global financial services company. She joined the Bank in 1989 and held a variety of leadership positions, most recently Executive Vice President and Head of European Country Management and Corporate Banking. Prior to that, she served in Mumbai, India as the Bank’s Executive Vice President, International. During her eighteen-year career with the Bank she had responsibility for clients in the media, telecommunications, healthcare, retailing, hotels and leisure and financial services industries in Asia, Europe and the United States. Until 2021, Ms. Raina was a director of Yellow Pages Limited (TSX: YLO), where she served on the Nominating and Corporate Governance Committee and Audit Committee. Until December 2017, Ms. Raina was also a director of John Wiley & Son (NYSE: JWa and JWb). She is a member of Women Corporate Directors and The National Association of Corporate Directors and a past member of The U.S. India Business Council.

  7. Objectives and Philosophies

    | • | Competition for Executive Talent. The Company should provide competitive compensation opportunities so that it can attract, motivate and retain executives qualified to lead and grow the Company. |

  8. Objectives and Philosophies

    | • | Pay Versus Performance. A substantial portion of compensation should be tied to the achievement of Company and individual performance goals based on the Company’s annual objectives and long-term business strategy. The Company’s intent is to reward management for achieving a long-term strategic plan through sustained profitability and long-term growth. Such incentives should be appropriate to our Company’s business mission and not encourage Named Executive Officers or other employees to expose the Company to undue risk that could have a material adverse effect on the Company. |

  9. Annual Incentive Awards

    Annual Incentive Awards Annual incentive awards are generally paid out based on the achievement of one-year performance goals. ISG reserves the discretion to pay out all or a portion of these in the form of equity awards that require further service as a vesting provision. As in prior years, the Compensation Committee based its award of 2023 bonuses for each Named Executive Officer on its assessment of ISG’s performance and the executive’s individual performance. In determining annual incentive payments for the Named Executive Officers for fiscal 2023, the Compensation Committee took into account ISG’s results relative to expectations, budgets and prior year performance and its assessment of each Named Executive Officer’s contribution in achieving those results. The Compensation Committee believes that this structure, which allows the Committee to make subjective assessments of performance and payouts, is appropriate based on the rapid development of ISG as a comparatively young company operating in a dynamic international business environment and growing both organically and through acquisitions. In 2023, ISG reported revenue of $291.1 million, net income of $6.2 million, operating income of $14.6 million, adjusted EBITDA of $37.7 million, GAAP net income per diluted share of $0.12 and adjusted net income per diluted share of $0.40. Based on the Company’s 2023 performance and individual performance, the Compensation Committee approved annual incentive award payouts, as follows: (i) for Mr. Connors, a grant of restricted stock units on or before March 15, 2024 with a value on the grant date equal to $1,000,000; (ii) for Mr. Lavieri, a grant of restricted stock units on or before March 15, 2024 with a value on the grant date equal to $450,000; and (iii) for Mr. Kucinski, a grant of restricted stock units on or before March 15, 2024 with a value on the grant date equal to $60,000. The Compensation Committee made all payouts of annual incentives in restricted stock units (“RSUs”) in 2023, with a one-year vesting period. In doing so, the Committee sought to provide an additional incentive to the Named Executive Officers to increase returns to stockholders.

  10. Long-Term Equity Incentive Awards

    Long-Term Equity Incentive Awards The Compensation Committee has the authority to grant stock options, restricted stock units and other equity awards under the Plan to executive officers, including the Named Executive Officers, and other key employees. The purpose of the Plan is to provide equity as a component of executive compensation to assure competitiveness of total compensation, to motivate executive officers and key employees to focus on long-term Company performance, to align executive compensation with stockholder interests and to retain the services of the executives during the vesting period because, in most instances, the awards will be forfeited if the recipient voluntarily leaves the employ of the Company before such awards vest. The Compensation Committee believes that the executives’ long-term compensation should be directly linked to the Company’s strategic progress and creation of stockholder value. Accordingly, total stockholder return is a key performance metric for our Named Executive Officers. At its discretion, the Compensation Committee periodically has made awards intended to create a meaningful stock incentive in light of the executive’s current position with the Company, personal performance, potential impact and contributions to the growth of the enterprise, marketplace practice and the terms of any individual employment agreements. An additional key consideration in making these awards also is to promote retention of the grantee and long-term service to the Company. Similarly, the Compensation Committee uses long-term equity awards granted to new executives as a means to induce such persons to join the Company. On June 1, 2023, the Company granted 98,814 restricted stock units to Mr. Connors, 70,405 restricted stock units to Mr. Lavieri and 18,528 restricted stock units to Mr. Kucinski. These restricted stock units will vest in equal annual installments on each of the first four anniversaries of the grant date. Additionally, on June 1, 2023, the Company granted a target of 177,866 performance-based restricted stock units to Mr. Connors. The payout level of Mr. Connors award will be 200% of the target number of restricted stock units upon achievement of the maximum performance goal. This award will be earned at the target level if ISG’s stock price, measured over a ten-trading-day period ending on the third anniversary of the grant date, is $7.00, 150% of the target level if the measured market price is $8.50 and will be earned at the maximum level (200% of the target level) if the measured market price equals or exceeds $9.00 at the end of the performance period, with straight-line interpolation between these stock price values. Any earned restricted stock units will then be fully vested and settled in shares of ISG common stock. Any unearned restricted stock units will be forfeited. If Mr. Connors were to achieve the maximum performance goal, an additional $189,120,000 of market value would have been created over the target level. Additionally, on June 1, 2023, the Company granted a target of 23,468 performance-based restricted stock units to Mr. Lavieri, and 6,176 performance-based restricted stock units to Mr. Kucinski. These awards will be earned at the target level if ISG’s stock price, measured over a ten-trading-day period beginning on the first anniversary of the grant date and ending on the fourth anniversary of the grant date, is $7.00 or higher. Any earned restricted stock units will then be fully vested and settled in shares of ISG common stock. Any unearned restricted stock units will be forfeited. During 2023, the Company granted restricted stock units to Mr. Sherrick pursuant to his hiring. On August 1, 2023, he was granted 19,060 restricted stock units which matched the number of shares he purchased in the open market after he accepted ISG’s hiring offer. On September 1, 2023, he received a grant of 19,646 restricted stock units which will vest 100% on September 1, 2024, a second grant of 100,000 restricted stock units which will vest 100% on September 1, 2026 and a third grant of 51,572 restricted stock units which will vest in equal annual installments on each of the first four anniversaries of the grant date. Additionally, on September 1, 2023, the Company granted a target of 17,191 performance-based restricted stock units to Mr. Sherrick. This award will be earned at the target level if ISG’s stock price, measured over a ten-trading-day period beginning on the first anniversary of the grant date and ending on the fourth anniversary of the grant date, is $7.00 or higher. Any earned restricted stock units will then be fully vested and settled in shares of ISG common stock. Any unearned restricted stock units will be forfeited. The Compensation Committee granted the restricted stock units in order to enhance retention of the Named Executive Officers and provide a long-term incentive for advancing the Company’s business strategy and creating stockholder value. During 2023, the performance goal for performance-based RSUs granted to Mr. Connors in January 2021 was achieved, resulting in the earning and vesting 106,707 RSUs. Those RSUs were earned as a result of the Company’s Adjusted EBITDA for 2022 being at least 50% higher than the Adjusted EBITDA achieved in 2020.

  11. Severance and Other Benefits Upon Termination of Employment

    Severance and Other Benefits Upon Termination of Employment In determining whether to enter into an agreement with an executive officer that provides for severance payments if the executive officer is involuntarily terminated, the Compensation Committee considers the significance of the executive officer’s position with the Company, its ability to attract and retain talent as a result of executive management changes and the amount of time it potentially would take the executive to locate another position. The Compensation Committee believes that offering severance commitments is necessary and appropriate in order to attract executives and retain them to provide long-term service to the Company. On December 16, 2011, Mr. Connors entered into an employment agreement with the Company, which was amended subsequently on December 10, 2013 to extend the term until December 31, 2017, further amended on December 13, 2016 to extend the term until December 31, 2021 and further amended on December 30, 2020 to extend the term until December 31, 2025 (the “Connors Employment Agreement”). Mr. Connors has been Chairman and Chief Executive Officer of the Company since the Company’s inception. Mr. Connors’ Change in Control Agreement with the Company as described below continues to apply pursuant to its terms. The terms of the Connors Employment Agreement relating to salary, bonus and benefits are described below under the caption “Employment Agreements and Employment Letters.” The Connors Employment Agreement also provides for severance and other compensation upon termination of Mr. Connors’ employment in specified circumstances. Subject to Mr. Connors executing a release of claims agreement in favor of the Company, in the event Mr. Connors is terminated by the Company without “Cause” or resigns for “Good Reason” (each as defined in the Connors Employment Agreement), the Company will provide him with two times his then applicable base salary plus two times his annual target bonus, payable over the 24-month period following his termination (but the Company may, in its sole discretion, pay this amount in a single lump sum, to the extent permitted under Section 409A of the Internal Revenue Code). In addition, the Company will also provide Mr. Connors with a pro-rated annual bonus for the year in which he is terminated based on the Company’s actual performance for such year. The pro-rated bonus will be payable at the time Mr. Connors’ annual bonus would have otherwise been paid if his employment had not been terminated. If Mr. Connors is terminated without Cause or resigns for Good Reason at any time during the 24-month period following a Change in Control or within 60 days prior to a Change in Control, provided such termination is at the request of an acquirer or otherwise in anticipation of a Change in Control, Mr. Connors’ severance payments will be governed by his Change in Control Agreement described below. Pursuant to the Connors Employment Agreement, if at December 31, 2023 ISG had terminated Mr. Connors’ employment without Cause or he had terminated his employment for Good Reason, ISG would have been obligated to pay him a severance amount equal to $4,500,000 in addition to payment of his annual incentive for the year, the amount of which was paid in RSUs and included in the amount in the Bonus column in the Summary Compensation Table. The Compensation Committee believes that the provisions in the Connors Employment Agreement governing termination and severance arrangements are consistent with ISG’s compensation objectives to attract, motivate and retain highly talented executive officers in a competitive environment.

  12. Change in Control Arrangements

    Change in Control Arrangements To preserve morale and productivity and encourage retention in the face of the disruptive impact of an actual or rumored change in control, the Company has entered into a Change in Control Agreement with Mr. Connors, Mr. Lavieri and Mr. Kucinski, and had such an agreement with Mr. Alfonso. In connection with the hiring of Mr. Sherrick, the Company entered into a Change in Control Agreement with him in 2023. The Change in Control Agreements are intended to align executive and stockholder interests by enabling each Named Executive Officer to consider corporate transactions that are in the best interests of the Company, its stockholders and other constituents without undue concern over whether the transactions may jeopardize the Named Executive Officer’s own employment. The Change in Control Agreements provide for an initial term of two years from the effective date, but this term is automatically extended for successive one-year terms unless a notice of non-renewal is given at least one year before the then scheduled expiration of the term. These agreements provide for a lump sum severance payment as a result of a termination of employment by the Company without “Cause” or by the executive for “Good Reason” (each as defined in the applicable Change in Control Agreement) during the two-year period following a Change in Control (as defined in the applicable Change in Control Agreement), plus protection for terminations that occur in the 60 days prior to a Change in Control at the request of an acquirer or otherwise in anticipation of a Change in Control. The severance payment for each Named Executive Officer is equal to the sum of: (i) a lump-sum cash payment equal to a multiple of two (for Mr. Connors) or one (for Messrs. Sherrick, Lavieri and Kucinski) times the sum of the Named Executive Officer’s then current base salary plus the greater of the annual target bonus for the year in which notice of termination is given or the year in which the Change in Control occurs; (ii) a lump-sum cash payment of (a) any accrued but unpaid base salary, (b) any unpaid bonus for the year prior to the year of termination , (c) a pro rata portion of the target bonus for the year of termination, and (d) any accrued vacation pay; and (iii) a cash payment equal to the cost, on an after-tax basis, of continuation coverage for medical, dental and vision plans during the applicable COBRA continuation coverage period, less the portion of such cost the Named Executive Officer would have been required to contribute had he remained employed with the Company. Based in part upon information provided by its compensation consultant, the Compensation Committee believes that the benefits and terms under the Change in Control Agreements are appropriate. Payments under the Change in Control Agreements would be in lieu of severance amounts payable as described above for certain terminations not relating to a Change in Control. The amounts payable under the Change in Control Agreements would be subject to reduction if aggregate payments to the executive in connection with the Change in Control would trigger a golden parachute excise tax on the executive and the effect of a reduction would be to provide a greater after-tax benefit to the executive. No gross-up for golden parachute excise taxes is payable by ISG. Pursuant to the terms of the Plan, the Compensation Committee has broad discretion to determine the treatment of equity awards in the event of a Change in Control as follows: (i) if determined by the Compensation Committee and specified in the applicable award agreement or otherwise, any outstanding awards then held by participants that are unexercisable or otherwise unvested or subject to lapse and/or performance restrictions will automatically be deemed exercisable or otherwise vested or no longer subject to lapse and/or performance restrictions, as the case may be, immediately prior to such Change in Control and (ii) the Compensation Committee may, but will not be obligated to, (A) accelerate, vest or cause the restrictions to lapse with respect to all or any portion of an award, (B) cancel such awards for fair market value (as determined in the sole discretion of the Compensation Committee) which, in the case of options and stock appreciation rights, may equal the excess, if any, of value of the consideration to be paid in the Change in Control transaction to holders of the same number of shares subject to such options or stock appreciation rights (or, if no consideration is paid in any such transaction, the fair market value of the shares subject to such options or stock appreciation rights) over the aggregate exercise price of such options or stock appreciation rights, (C) provide for the issuance of substitute awards that will substantially preserve the otherwise applicable terms of any affected awards previously granted as determined by the Compensation Committee in its sole discretion or (D) provide that for a period of at least ten business days prior to the Change in Control, such options or stock appreciation rights will be exercisable as to all shares subject thereto and that, upon the occurrence of the Change in Control, such options or stock appreciation rights will terminate and be of no further force and effect.

  13. Employment Agreements and Employment Letters

    Employment Agreements and Employment Letters As discussed above, on December 16, 2011, Mr. Connors entered into the Connors Employment Agreement, which was amended subsequently on December 10, 2013 to extend the term until December 31, 2017, further amended on December 13, 2016 to extend the term until December 31, 2021 and further amended on December 30, 2020 to extend the term until December 31, 2025. The Connors Employment Agreement originally provided for a base salary of $700,000 per year (which the Compensation Committee raised to $900,000 effective April 1, 2022) and a target bonus opportunity of 150% of base salary and provides that Mr. Connors is eligible to receive equity grants from the Company. In connection with a grant of restricted stock units in January 2011, Mr. Connors executed the Company’s form of restrictive covenant agreement (the “Restrictive Covenant Agreement”) requiring him not to disclose confidential information of the Company at any time, and for the period during which he is employed by the Company and 24 months thereafter, not to compete with us, not to interfere with our business, and not to solicit nor hire our employees or customers. The Compensation Committee believes that entering into the Connors Employment Agreement and the related commitments was advisable and appropriate in order for ISG to induce Mr. Connors to remain Chief Executive Officer and to encourage his long-term service to the Company. Pursuant to an employment letter dated June 21, 2023 (the “Sherrick Employment Letter”), Mr. Sherrick is entitled to receive an annual base salary of $500,000 (scheduled to increase to $550,000 effective July 1, 2024), a target bonus opportunity of $300,000 beginning in 2024 and is eligible to receive equity grants from the Company. To assist his transition to ISG, the Company and Mr. Sherrick agreed that Mr. Sherrick would receive a grant of RSUs on September 1, 2023 with a dollar value of $100,000 which will vest on the first anniversary of the grant date (time-based), and which required Mr. Sherrick to execute our standard Restrictive Covenant Agreement containing obligations relating to confidentiality, non-competition, non-solicitation and other business protection covenants. In addition, Mr. Sherrick would receive a second grant of RSUs on August 1, 2024 with a dollar value of $100,000, which will also vest on the first anniversary of the grant date (time-based). In addition, on September 1, 2023, Mr. Sherrick was granted 100,000 RSUs that will vest 100% on the third-year anniversary of the grant date. The Sherrick Employment Letter also entitled Mr. Sherrick to elect to purchase up to $100,000 of our common stock in the open market, which then was matched 1:1 with a grant of RSUs on August 1, 2023. The Compensation Committee believes that entering into the Sherrick Employment Letter, the base salary and the related commitments was advisable and appropriate in order for ISG to induce Mr. Sherrick to become an executive officer and to encourage his long-term service to the Company. Pursuant to an employment letter dated June 2, 2014 (the “Lavieri Employment Letter”), Mr. Lavieri was appointed to Partner & President, ISG Americas. Mr. Lavieri commenced his employment with the Company on July 21, 2014 with a base salary of $500,000 (which the Compensation Committee raised to $680,000 effective April 1, 2022), a target bonus opportunity of $375,000 (subsequently raised to $500,000) and is eligible to receive equity grants from the Company. In connection with a grant of RSUs in August 2014, Mr. Lavieri entered into the Restrictive Covenant Agreement with the Company containing obligations relating to confidentiality, non-competition and non-solicitation, among other business protection covenants. Mr. Lavieri was subsequently appointed to Vice Chairman on July 26, 2018. Pursuant to a letter dated May 15, 2017 (the “Kucinski Employment Letter”), Mr. Kucinski was promoted to Executive Vice President and Chief Human Resources Officer and received a base salary of $300,000 (which the Compensation Committee raised to $350,000 effective April 1, 2022), a target bonus opportunity of $75,000 (subsequently raised to $125,000) and is eligible to receive equity grants from the Company. In connection with a grant of RSUs in June 2017, Mr. Kucinski entered into the Restrictive Covenant Agreement with the Company containing obligations relating to confidentiality, non-competition and non-solicitation, among other business protection covenants.

  14. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The “Summary Compensation Table” below quantifies the value of the different forms of compensation earned by, or awarded to, our Named Executive Officers in 2023, 2022 and 2021. The primary elements of each Named Executive Officer’s total compensation reported in the table are base salary, annual incentive awards and stock awards, as further described in the footnotes to the table.

  15. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(1) | All Other Compensation ($)(3) | Total ($) | | Michael P. Connors Chairman and Chief Executive Officer | 2023 | $900,000 | $1,000,000 | $1,021,146 | — | — | $25,699 | $2,946,845 | | | 2022 | 887,500 | — | 1,381,491 | — | 1,800,000 | 87,636 | 4,156,627 | | | 2021 | 850,000 | — | 1,852,372 | 500,000 | 2,000,000 | 17,398 | 5,219,770 | | Michael A. Sherrick Executive Vice President and Chief Financial Officer | 2023 | 219,697 | — | 1,042,395 | — | — | — | 1,062,092 | | Humberto Alfonso Former Executive Vice President and Chief Financial Officer | 2023 | 366,667 | — | — | — | — | — | 366,667 | | | 2022 | 550,000 | 100,000 | 301,496 | — | 280,000 | 15,485 | 1,246,981 | | | 2021 | 312,724 | 100,000 | 1,225,688 | — | — | 8,823 | 1,647,235 | | Todd D. Lavieri Vice Chairman and President, ISG Americas and Asia Pacific | 2023 | 680,000 | 450,000 | 454,111 | — | — | 20,363 | 1,604,474 | | | 2022 | 672,500 | — | 409,166 | — | 700,000 | 26,753 | 1,808,419 | | | 2021 | 650,000 | — | 374,998 | — | 750,0000 | 13,995 | 1,788,993 | | Thomas S. Kucinski Executive Vice President and Chief Human Resources Officer | 2023 | 350,000 | 60,000 | 119,506 | — | — | — | 529,506 | | | 2022 | 343,750 | — | 108,369 | — | 120,000 | 14,737 | 586,856 | | | 2021 | 318,750 | — | 100,000 | — | 150,000 | 11,818 | 580,568 |

  16. SUMMARY COMPENSATION TABLE

    | (1) The amounts in the Bonus column and the Non-Equity Incentive Plan Compensation column represent the cash value of annual incentive awards earned by the Named Executive Officers, including portions of the annual incentive paid by the grant of restricted stock units (RSUs). In 2023, 100% of the bonus amount was paid by a grant of RSUs which vest on the first anniversary of the award, as shown in the Grants of Plan-Based Awards for Fiscal 2023 below. |

  17. SUMMARY COMPENSATION TABLE

    | (2) Represents the aggregate grant date fair value of equity awards granted as calculated pursuant to Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“ASC Topic 718”) without reduction for estimated forfeitures related to service-based vesting conditions. The fair value of time-vesting restricted stock units is calculated based upon the closing price per share on the Nasdaq Global Market on the grant date. The fair value of awards of performance-based restricted stock units granted to Messrs. Connors, Sherrick, Lavieri and Kucinski, which awards are earned only if certain market price targets are achieved, is calculated based upon a Monte-Carlo simulation. Further information regarding our equity compensation awards and their valuations can be found in Note 16, “Stock Based Compensation Plans,” to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |

  18. SUMMARY COMPENSATION TABLE

    | (3) All Other Compensation for Mr. Connors includes an amount for spousal travel in connection with our annual corporate recognition event of $25,699. All Other Compensation for Mr. Lavieri includes an amount for spousal travel in connection with our annual corporate recognition event of $20,363. |

  19. GRANTS OF PLAN-BASED AWARDS -- FISCAL 2023

    GRANTS OF PLAN-BASED AWARDS -- FISCAL 2023 The following sets forth information on the cash and equity awards granted to the Named Executive Officers under the Company’s executive compensation plan for fiscal 2023.

  20. GRANTS OF PLAN-BASED AWARDS -- FISCAL 2023

    | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant- date fair value of stock awards ($)(2) | | Name | Grant Date | Threshold (#) | Target (#) | Maximum (#) | | | | Michael P. Connors | 3/15/2024 | — | — | — | (1) | 1,000,000 | | | 6/1/2023 | — | 177,865 | 355,731 | — | 521,146 | | | 6/1/2023 | — | — | — | 98,814 | 499,999 | | Michael A. Sherrick | 9/1/2023 | — | 17,191 | — | — | 72,546 | | | 8/1/2023 | — | — | — | 19,060 | 98,350 | | | 9/1/2023 | — | — | — | 19,646 | 99,998 | | | 9/1/2023 | — | — | — | 100,000 | 509,000 | | | 9/1/2023 | — | — | — | 51,572 | 262,501 | | Humberto Alfonso | — | — | — | — | — | — | | Todd. D. Lavieri | 3/15/2024 | — | — | — | (1) | 450,000 | | | 6/1/2023 | — | 23,468 | — | — | 97,862 | | | 6/1/2023 | — | — | — | 70,405 | 356,249 | | Thomas S. Kucinski | 3/15/2024 | — | — | — | (1) | 60,000 | | | 6/1/2023 | — | 6,176 | — | — | 25,754 | | | 6/1/2023 | — | — | — | 18,528 | 93,752 |

  21. GRANTS OF PLAN-BASED AWARDS -- FISCAL 2023

    | (1) Grant of annual incentive to the executive provided in restricted stock units that vest 100% on the first anniversary of the grant date. The number of restricted stock units will be granted calculated based upon the closing price per share on the Nasdaq Global Market on the grant date. |

  22. GRANTS OF PLAN-BASED AWARDS -- FISCAL 2023

    | (2) This column reports the grant-date fair value of equity awards granted to the executives for services in 2023. See also footnote 1 to the Summary Compensation Table. |

  23. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END The following table summarizes the unvested restricted stock units outstanding as of December 31, 2023 for the Named Executive Officers.

  24. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | | Outstanding Equity Awards at 2023 Fiscal Year-End | | | | | | | Stock Awards (Time-Vested) | | | Stock Awards (Performance- and Time-Vested) | | | Name | Date of Grant | Number of Shares or Units of Stock That Have Not Vested(#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Market or Payout Values of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2)(3) | | Michael P. Connors | 9/1/2020 | 97,561 | $459,512 | — | — | | | 6/1/2021 | 59,322 | 279,407 | 101,695 | 478,983 | | | 6/1/2022 | 73,641 | 346,849 | 98,187 | 462,461 | | | 3/15/2023 | 82,286 | 387,567 | — | — | | | 6/1/2023 | 98,814 | 465,414 | 177,865 | 837,744 | | Michael A. Sherrick | 8/1/2023 | 19,060 | 89,773 | — | — | | | 9/1/2023 | 19,646 | 92,533 | — | — | | | 9/1/2023 | 100,000 | 471,000 | — | — | | | 9/1/2023 | 51,572 | — | 17,191 | 80,970 | | Humberto Alfonso | — | — | — | — | — | | Todd D. Lavieri | 9/1/2020 | 43,445 | 204,626 | — | — | | | 6/1/2021 | 31,780 | 149,639 | — | — | | | 6/1/2022 | 40,361 | 190,100 | 17,938 | 84,488 | | | 3/15/2023 | 32,000 | 150,720 | — | — | | | 6/1/2023 | 70,405 | 331,608 | 23,468 | 110,534 | | Thomas S. Kucinski | 9/1/2020 | 9,147 | 43,082 | — | — | | | 6/1/2021 | 8,475 | 39,917 | — | — | | | 6/1/2022 | 10,763 | 59,694 | 4,532 | 21,346 | | | 4/3/2023 | 5,271 | 24,826 | — | — | | | 6/1/2023 | 18,528 | 87,267 | 6,176 | 29,089 |

  25. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (1) The vesting schedule for the number of restricted stock units shown in this column is as follows: (a) of the RSUs granted September 1, 2020, the balance vests on September 1, 2024; (b) of the RSUs granted June 1, 2021, the balance vests one-half each on June 1, 2024 and June 1, 2025; (c) of the RSUs granted on June 1, 2022, the balance vests one-third each on June 1, 2024, June 1, 2025, and June 1, 2026; (d) of the RSUs granted March 15, 2023, the balance vests 100% on March 15, 2024; (e) of the RSUs granted April 3, 2023, the balance vests 100% on April 1, 2024 and (f) of the RSUs granted on June 1, 2023, the balance vests each 25% on June 1, 2024, June 1, 2025, June 1, 2026 and June 1, 2027. For Mr. Sherrick, (a) of the RSUs granted on August 1, 2023, the balance vests 100% on August 1, 2024, and (b) of the RSUs granted on September 1, 2023, the first award vests 100% on September 1, 2024, the second award vests 100% on September 1, 2026 and the third award vests each 25% on September 1, 2024, September 1, 2025, September 1, 2026 and September 1, 2027. |

  26. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (2) The market value is based on the closing price per share of the Company’s common stock on December 29, 2023 of $4.71 per share, multiplied by the number of shares or units. Market value of performance-based restricted stock units is based on a payout of the target number of such awards. |

  27. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (3) The performance-based restricted stock units granted on June 1, 2021 to Mr. Connors (shown at target in the table) will be earned if a share-price-performance goal is achieved on June 1, 2024. The performance-based restricted stock units granted on June 1, 2022 to Mr. Connors (shown at target in the table) will be earned if a share-price-performance goal is achieved on June 1, 2025. The performance based restricted stock units granted on June 1, 2023 to Mr. Connors (shown at target in the table) will be earned if a share-price-performance goal is achieve on June 1, 2026. The performance based restricted stock units granted on September 1, 2023 to Mr. Sherrick will be earned if a share-price-performance goal is achieved on or before September 1, 2027. The performance based restricted stock units granted on June 1, 2022 to Messrs. Lavieri and Kucinski will be earned if a share-price-performance goal is achieved on or before June 1, 2026. The performance based restricted stock units granted on June 1, 2023 to Messrs. Lavieri and Kucinski will be earned if a share-price-performance goal is achieved between June 1, 2024 and June 1, 2027. |

  28. STOCK VESTED DURING 2023

    STOCK VESTED DURING 2023 The following table sets forth information concerning the vesting of stock awards in the form of RSUs, for each Named Executive Officer during fiscal 2023. Value realized is based on the closing price for the Company’s common stock on the date of exercise or vesting respectively.

  29. STOCK VESTED DURING 2023

    | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Michael P. Connors | 360,170 | $1,831,505 | | Humberto Alfonso | 24,743 | 129,649 | | Michael A. Sherrick | — | — | | Todd D. Lavieri | 119,655 | 606,005 | | Thomas S. Kucinski | 28,984 | 147,778 |

  30. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The tables below quantify (in US dollars) the potential payments upon a termination or change in control of the Company for each of the Named Executive Officers employed at the end of 2023. All amounts are calculated assuming a termination date of December 31, 2023 and a closing share price on December 29, 2023 ($4.71), which was the last trading date of the year. These are subject to the terms of the employment and change-in-control agreements summarized earlier in this Proxy Statement. See “Severance and Other Benefits Upon Termination of Employment” and “Change in Control Arrangements.”

  31. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | | Michael P. Connors | Michael A. Sherrick | Todd D. Lavieri | Thomas S. Kucinski | | Change In Control | | | | | | Base Salary(1) | $1,800,000 | $500,000 | $680,000 | $350,000 | | Annual Bonus Target(1) | $2,700,000 | $300,000 | $500,000 | $125,000 | | Restricted Stock Units(2) | $3,717,937 | $977,179 | $1,221,760 | $296,221 | | Health Insurance Premium | $8,952 | $26,081 | $34,167 | $8,952 | | Total | $8,226,889 | $1,803,260 | $2,435,927 | $780,173 |

  32. CEO PAY RATIO

    CEO PAY RATIO The Dodd-Frank Wall Street Reform and Consumer Protection Act and compensation disclosure rules of the SEC require us to disclose the ratio of the median of the annual total compensation of our employees (excluding the Chief Executive Officer) and the annual total compensation of the Chief Executive Officer. For 2023, the median of the annual total compensation of our employees (excluding the CEO) was $55,930 and the annual total compensation of the Chief Executive Officer was $2,946,845. Therefore, the Chief Executive Officer’s annual total compensation was approximately 53 times that of the median annual compensation of all employees. We identified the median employee by examining the compensation information from our human resources information system and payroll systems for all employees (excluding the CEO) as of December 31, 2023. As of that date, our employee population consisted of approximately 1,500 individuals in 17 countries. In identifying the median employee, we used a “consistently applied compensation measure” that assessed 2023 base salaries, commissions, equity awards granted to employees in 2023 (valued at grant-date fair value), employer provided 401(k) contributions, and cash bonuses paid under variable compensation plans for performance year 2023. ISG has employees in many countries with differing labor market characteristics such as India, various European countries and in North America. Therefore, the median employee’s annual total compensation is not necessarily a good indicator of the compensation of any other employees. For example, the CEO pay ratio is 15 times of the median annual compensation of all United States-based employees, where the largest portion of our consulting employees are based. It may not be comparable to employees at other companies who employ individuals in different countries or calculate compensation differently. Likewise, because the SEC rules for identifying the median employee and calculating the pay ratio permit companies to use various methodologies and assumptions, to apply certain exclusions and to make reasonable estimates that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable with the pay ratio that we have reported. Neither the Compensation Committee nor management of the Company used the pay ratio measure in making compensation decisions.

  33. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation and certain aspects of the Company’s financial performance. For further information regarding our executive compensation programs, the metrics the Compensation Committee used to set executive compensation for 2023 (which are different than the financial metrics we are required to include in the tables and discussion below) and our pay versus performance philosophy, please refer to “Compensation Discussion and Analysis” starting on page 20 of this Proxy Statement.

  34. PAY VERSUS PERFORMANCE

    | | Financial Metrics | | Comp Actually Paid | | | Year | TSR | Net Income | PEO Compensation | Non-PEO Compensation | | 2023 | 6.2% | -69% | 1915.0% | 41.2% | | 2022 | -37.0% | 27% | -98.8% | -73.9% | | 2021 | 134.0% | 464% | 176.3% | 62.1% | | 2020 | 29.6% | -18% | 153.6% | -31.0% |

  35. PAY VERSUS PERFORMANCE

    We believe that the Company’s total shareholder return and profitability are important in the design of our compensation programs. Since 2020, cumulative total shareholder return is approximately 55%. Our 2023 net income is 123% higher than in 2020 and our 2023 Adjusted EBITDA is 33% higher than in 2020. The ‘compensation actually paid’ to our PEO has varied significantly from year to year but is now 66% of the amount in 2020. For the non-PEO Named Executive Officers, this ‘compensation actually paid’ is 60% of the amount in 2020. Therefore, PEO and non-PEO Named Executive Officer compensation is modest relative to above returns. Approximately 70% of the total direct compensation of our PEO and 55% of the total direct compensation of our Non-PEOs is variable or “at risk” and therefore changes in share price can significantly impact “compensation actually paid”. The Compensation Committee believes that 2023 compensation decisions for the PEO and Non-PEOs are reflective of the Company’s overall operating, strategic, finance and stock price performance and thus aligned with shareholders. The following table compares the 4 year cumulative total shareholder return on our common stock from December 31, 2019 through December 31, 2023, with the cumulative total return for the same period of the Peer Group described below. The comparison assumes for the same period the investment of $100 on December 31, 2019 in our common stock and of the peer group and in each case, assumes reinvestment of all dividends.

  36. PAY VERSUS PERFORMANCE

    | | | Years Ended December 31, | | | | | | | 2020 | 2021 | 2022 | 2023 | | Information Services Group | Return | 29.64% | 135.40% | (38.12%) | 6.16% | | | Cumulative | $129.64 | $305.18 | $188.86 | $200.49 | | Peer Group(1) | Return | 19.47% | 4.66% | (43.82%) | (14.47%) | | | Cumulative | $119.47 | $125.04 | $70.24 | $60.08 |

  37. PAY VERSUS PERFORMANCE

    | (1) The Peer Group consists of the following companies: American Software, Inc., Edigo, Inc., Forrester Research, Inc., Lesaka Technologies Inc., Repay Holding Corp., The Hackett Group, Tucows, Inc. The Peer Group is weighted by market capitalization. |

  38. PAY VERSUS PERFORMANCE

    Since 2020, ISG’s return has outperformed its peer group and resulted in a more than 55% cumulative return during that time period. As noted in the pay versus performance table, annual compensation actually paid to the PEO and non-PEO Named Executive Officers has declined during that same time period. The following sets forth the tabular pay versus performance disclosure according to SEC regulations.

  39. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for non-PEO Named Executive Officers ($) | Average Compensation Actually Paid to non-PEO Named Executive Officers ($)(3) | Value of Initial Fixed $100 Investment Based On: | Net Income | Adjusted EBITDA | | | | | | | Total Shareholder Return | | | | (a)(1) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | 2023 | $2,946,845 | $2,942,884 | $890,685 | $816,164 | $200.52 | $6,154 | $37,677 | | 2022 | $4,156,627 | $148,136 | $1,212,730 | $577,984 | $188.84 | $19,726 | $43,256 | | 2021 | $5,219,770 | $12,254,225 | $1,194,095 | $2,216,059 | $305.19 | $15,529 | $38,812 | | 2020 | $3,252,399 | $4,435,627 | $1,031,865 | $1,367,454 | $129.64 | $2,755 | $28,340 |

  40. PAY VERSUS PERFORMANCE

    | (1) For 2023, Michael Connors was our PEO and Humberto Alfonso, Michael Sherrick, Todd Lavieri and Thomas Kucinski were our Non-PEO Named Executive Officers. For 2022, Michael Connors was our PEO and Humberto Alfonso, Todd Lavieri and Thomas Kucinski were our Non-PEO Named Executive Officers. For 2021, Michael Connors was our PEO and Humberto Alfonso, David Berger, Todd Lavieri and Thomas Kucinski were our Non-PEO Named Executive Officers. For 2020, Michael Connors was our PEO and David Berger, Todd Lavieri and Thomas Kucinski were our Non-PEO Named Executive Officers |

  41. PAY VERSUS PERFORMANCE

    | (2) For Mr. Connors, the following amounts were added and deducted to the Summary Compensation Table (SCT) amount to determine the ‘compensation actually paid’ as determined in accordance with SEC regulations. |

  42. PAY VERSUS PERFORMANCE

    | Year | SCT Total | Stock Awards Granted during Year and included in SCT | Year-End Fair Value of Stock Awards Granted during Year and Remain Unvested | Change in Fair Value of Equity Awards Unvested at Prior Year End and at Year End | Change in Fair Value of Equity Awards Unvested at Prior Year End that Vested during Year | Forfeitures | Total | | 2023 | $2,946,845 | ($1,021,146) | $2,021,143 | $78,375 | $39,619 | ($1,121,952) | $2,942,884 | | 2022 | $4,156,627 | ($1,381,491) | $1,311,466 | ($2,463,435) | ($1,475,031) | — | $148,136 | | 2021 | $5,219,770 | ($2,352,372) | $2,519,548 | $3,322,770 | $3,544,509 | — | $12,254,225 | | 2020 | $3,252,399 | ($1,070,732) | $2,079,999 | $382,006 | $194,903 | ($402,948) | $4,435,627 |

  43. PAY VERSUS PERFORMANCE

    | (3) For Messrs. Alfonso, Berger, Sherrick, Lavieri and Kucinski, the following amounts were added and deducted to the Summary Compensation Table (SCT) amount to determine the ‘‘average compensation actually paid’’ as determined in accordance with SEC regulations. |

  44. PAY VERSUS PERFORMANCE

    | Year | SCT Total | Stock Awards Granted during Year and included in SCT | Year-End Fair Value of Stock Awards Granted during Year and Remain Unvested | Change in Fair Value of Equity Awards Unvested at Prior Year End and at Year End | Change in Fair Value of Equity Awards Unvested at Prior Year End that Vested during Year | Forfeitures | Total | | 2023 | $890,685 | ($404,003) | $531,793 | $4,577 | $4,768 | ($211,656) | $816,164 | | 2022 | $1,212,730 | ($273,009) | $137,779 | ($354,415) | ($145,101) | — | $577,984 | | 2021 | $1,194,095 | ($566,895) | $537,619 | $266,617 | $784,623 | — | $2,216,059 | | 2020 | $1,031,865 | ($259,922) | $455,999 | $93,714 | $45,798 | — | $1,367,454 |

  45. PAY VERSUS PERFORMANCE

    Our methodologies for determining the fair value of equity awards in our financial statements and in the Summary Compensation Table and Grants of Plan-Based Awards Table above are described in Note 16, “Stock Based Compensation Plans,” to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and in footnote (2) to the Summary Compensation Table. For purposes of calculating compensation actually paid in this section, awards of RSUs are valued at fiscal year-end dates and vesting dates based on the closing market price of our common stock at each such measurement date, based on target shares as adjusted at any vesting date for earned above-target shares or forfeitures. Pay Versus Performance Alignment In linking pay and performance, the Compensation Committee intends to align executive pay with stockholders’ interests. A substantial portion of compensation is determined by the creation of stockholder value. In addition to adopting share ownership guidelines that are described elsewhere in this Proxy Statement, ISG focuses on the measures of revenue, adjusted EBITDA and total shareholder return. The values in the Pay Versus Performance table above show the impact of share price on the ‘actual compensation paid.’ In determining Named Executive Officer compensation for a particular year, the Compensation Committee conducts a broad review of ISG performance relative to budget plans and considers general market conditions. In addition, the Compensation Committee also considers performance against operating and strategic goals. We believe that this provides an appropriate holistic view of firm performance.

  46. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The compensation for ISG’s non-employee directors is determined by the Board of Directors. The objectives of the compensation program are to attract and retain highly qualified directors, and to compensate them in a manner that aligns their interests with those of our stockholders. The following table presents information regarding compensation for our non-employee directors during 2023. Our non-employee directors received no other compensation for their services. Our non-employee director compensation program for 2023 consisted of an annual cash retainer and a grant of RSUs for service on the Board of Directors. Our program in 2023, which is unchanged in 2024, included a cash retainer of $75,000 each for our Lead Independent Director, Mr. Hobbs, and Chairman of our Audit Committee, Mr. Budnick, with the other non-employee directors each receiving a cash retainer of $60,000, and all non-employee directors receiving a grant of RSUs. RSU awards, commencing with the grant in December 2023, are to have a fixed dollar value of $125,000 based on the fair market value of ISG common stock on the grant date. On December 12, 2023, 29,274 RSUs were granted to each non-employee director. All RSUs vest over a three-year period subject to accelerated vesting in the event of a change in control or the death or disability of the non-employee director.

  47. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Neil G. Budnick | $75,000 | $125,000 | $— | $200,000 | | Gerald S. Hobbs | 75,000 | 125,000 | — | 200,000 | | Bruce N. Pfau | 60,000 | 125,000 | — | 185,000 | | Christine Putur | 60,000 | 125,000 | — | 185,000 | | Kalpana Raina | 60,000 | 125,000 | — | 185,000 | | Donald C. Waite III | 60,000 | 125,000 | — | 185,000 |

  48. DIRECTOR COMPENSATION

    | (1) These amounts represent the aggregate grant date fair value of equity awards as calculated pursuant to Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (ASC Topic 718) (excluding estimates of forfeitures related to service-based vesting conditions). The fair value of the equity award is calculated based upon the closing price per share ($4.27) on the Nasdaq Global Market on December 12, 2023, the date of grant. |

  49. DIRECTOR COMPENSATION

    As of December 31, 2023, our non-employee directors had outstanding, the following unvested restricted stock units:

  50. DIRECTOR COMPENSATION

    | Name | Unvested Restricted Stock Units (#) | | Neil G. Budnick | 50,410 | | Gerald S. Hobbs | 50,410 | | Bruce N. Pfau | 50,410 | | Christine Putur | 50,410 | | Kalpana Raina | 50,410 | | Donald C. Waite III | 50,410 |

  51. DIRECTOR COMPENSATION

    Messrs. Budnick, Hobbs, Pfau and Waite and Mses. Putur and Raina were each awarded 15,605 RSUs on December 7, 2021, which vested/will vest in three equal installments on each of the first, second and third anniversaries of December 7, 2021. Messrs. Budnick, Hobbs, Pfau and Waite, and Mses. Putur and Raina were each awarded 23,901 RSUs on December 6, 2022, which vested/will vest in three equal installments on each of the first, second and third anniversaries of December 7, 2022. As discussed above, Messrs. Budnick, Hobbs, Pfau and Waite, and Mses. Putur and Raina were each awarded 29,274 RSUs on December 12, 2023, which will vest in three equal installments on each of the first, second and third anniversaries of December 12, 2023.