DEF 14A of Information Services Group Inc., Mar 14, 2025

DEF 14A of Information Services Group Inc.

Filed Mar 14, 2025 · FY20240001140361-25-008785

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. Michael P. Connors and Christine Putur constitute a class that expires at this Annual Meeting (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”). Bruce N. Pfau and Kalpana Raina constitute a class with a term that expires at the Annual Meeting in 2027 (the “Class II Directors”). As previously announced, on February 28, 2025, Neil G. Budnick notified the Company of his intent to retire as a Class I Director, effective as of March 14, 2025. The Board of Directors subsequently appointed Samuel L. Molinaro Jr. to succeed Mr. Budnick as a Class I Director of the Company, effective as of March 14, 2025. The Board of Directors has considered and nominated the following nominees to be Class III Directors for a three-year term expiring in 2028: Michael P. Connors and Christine Putur. Action will be taken at the Annual Meeting for the election of these Class III 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 Michael P. Connors and Christine Putur 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 | | Michael P. Connors | 69 | 2006 | | Christine Putur | 63 | 2014 |

  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. Michael P. Connors has served as our Chairman of the Board and Chief Executive Officer since our inception. Mr. Connors also served as our Secretary and Treasurer from the date of our inception until December 2006. Mr. Connors served as Chairman and CEO of VNU’s Media Measurement and Information (MMI) Group from its creation in 2001 until his resignation in 2005. VNU, now Nielsen Holdings plc, was a leading global information and media company. Mr. Connors was instrumental in creating the MMI Group, which comprised VNU’s media information, entertainment, software and internet businesses, including Nielsen Media Research, Nielsen Entertainment and NetRatings. In addition to leading the MMI Group, Mr. Connors served as chairman of VNU World Directories from 2003 to 2004, which included VNU’s Yellow Pages and directory businesses operating in seven countries. Mr. Connors also served as a member of the VNU Executive Board. Prior to joining VNU, Mr. Connors was Vice Chairman of ACNielsen Corporation, one of the world’s largest marketing information services companies, commencing November 1996. Prior to that, as Senior Vice President of The Dun & Bradstreet Corporation (D&B), Mr. Connors played a key role in the breakup of D&B into three separate, publicly traded companies, including ACNielsen. Mr. Connors currently serves as the lead director of Chubb, Ltd., where he is a member of the Executive Committee, Chairman of the Compensation Committee, and a member of the Nominating and Governance Committee. Mr. Connors previously served as a director of Eastman Chemical Company. 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.

  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. Committees of the Board of Directors

    Committees of the Board of Directors The Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee each operate under a written charter adopted by the Board of Directors, and each committee of the Board of Directors reviews and assesses the adequacy of its charter on at least an annual basis. Copies of these charters are available on our website (ir.isg-one.com/corporate overview/document). The following table sets forth the three standing committees of the Board of Directors, the members of each committee during the last fiscal year and the number of meetings held by each committee during the last fiscal year:

  7. Committees of the Board of Directors

    | Name of Director | Audit | Compensation | Nominating and Corporate Governance | | Michael P. Connors | — | — | — | | Neil G. Budnick* | Chairman | Member | Member | | Gerald S. Hobbs | Member | Chairman | Member | | Bruce N. Pfau | Member | Member | Member | | Christine Putur | Member | Member | Chairman | | Kalpana Raina | Member | Member | Member | | | 4 Meetings | 4 Meetings | 2 Meetings |

  8. Committees of the Board of Directors

    | * Mr. Budnick is retiring from the Board effective March 14, 2025. Samuel L. Molinaro Jr. will succeed Mr. Budnick as Chairman of the Audit Committee and as a member of the Compensation Committee and Nominating and Corporate Governance Committee, each effective as of March 14, 2025. |

  9. REPORT OF THE AUDIT COMMITTEE

    | * Mr. Budnick is retiring from the Board effective March 14, 2025. Samuel L. Molinaro Jr. will succeed Mr. Budnick as Chairman of the Audit Committee effective as of March 14, 2025. |

  10. AMENDED AND RESTATED 2007 EQUITY AND INCENTIVE AWARD PLAN

    AMENDED AND RESTATED 2007 EQUITY AND INCENTIVE AWARD PLAN

  11. Introduction

    | • | Motivate such persons to exert their best efforts on behalf of ISG and its affiliates by providing incentives in the form of equity awards and cash incentive awards; and |

  12. Introduction

    | • | Limits on Awards. The Incentive Plan limits the number of stock options, stock appreciation rights (“SARs”) and performance-based awards that may be granted to any person in any calendar year. It also limits the amount that may be payable to any person in any calendar year under cash awards made pursuant to the Incentive Plan and contains a separate limit that applies to awards granted to our non-employee directors. |

  13. Introduction

    | • | No Discounted Stock Options or SARs. All stock options and SARs under the Incentive Plan must have an exercise or base price that is not less than the fair market value of an underlying share of our common stock on the date of grant (except when the awards are substituted for certain in-the-money awards). |

  14. Introduction

    | • | No Repricing. The Incentive Plan prohibits any repricing of stock options or SARs without stockholder approval, other than adjustments to the awards in connection with a corporate transaction affecting the Company. |

  15. Introduction

    | • | Dividends. Under the Incentive Plan Amendment, dividends and dividend equivalents will be subject to vesting terms that are at least as stringent as those that apply to the underlying award. |

  16. Introduction

    | • | No Tax Gross-Ups. The Incentive Plan does not provide for tax gross-ups with respect to awards. |

  17. Amendment

    Amendment As of February 25, 2025, 528,182 shares remain available for new grants under the Incentive Plan, with each share delivered under the Incentive Plan counting as one share against the share pool. The proposed Incentive Plan Amendment would amend Section 3 of the Incentive Plan to increase the number of shares issuable under the Incentive Plan by 4,400,000 so that the total number of shares available for grants is 4,928,182 and the total number of shares subject to outstanding awards and to be available for future awards is 9,549,773. On March 4, 2025, our Board of Directors, upon recommendation of the Compensation Committee, adopted the Incentive Plan Amendment, subject to approval by our stockholders. If our stockholders approve the Incentive Plan Amendment, it will become effective as of the date of such stockholder approval. If stockholders decline to approve the Incentive Plan Amendment, no additional shares will become available for awards under the Incentive Plan, but awards may continue to be granted under the current terms of the Incentive Plan, to the extent of available shares, and otherwise under other authority of the Board of Directors and the Compensation Committee. The additional shares available for issuance under the Incentive Plan, if our stockholders approve this Proposal 4, are intended to cover equity awards over the next several fiscal years. The Company frequently uses equity awards in lieu of cash to reward for annual performance. Except as described above, the Company is not seeking to make any other material changes to the terms of the Incentive Plan at this time. A copy of the Incentive Plan, reflecting changes related to the Incentive Plan Amendment, is attached as Appendix A to this Proxy Statement, and below is a summary of the material terms of the Incentive Plan (which is qualified in its entirety by reference to the full text of the Incentive Plan).

  18. Types of Incentive Plan Awards

    Types of Incentive Plan Awards The Incentive Plan authorizes a broad range of award types, including:

  19. Types of Incentive Plan Awards

    | • | stock options, which may be incentive stock options providing favorable tax treatment to employees under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), or non-qualified stock options (i.e., options not qualifying for such favorable tax treatment); |

  20. Types of Incentive Plan Awards

    | • | SARs; |

  21. Types of Incentive Plan Awards

    | • | restricted stock, an award of actual shares subject to a risk of forfeiture and restrictions on transfer; |

  22. Types of Incentive Plan Awards

    | • | restricted stock units (“RSUs”), a contractual commitment to deliver shares at a future date, which may or may not be subject to a risk of forfeiture; |

  23. Types of Incentive Plan Awards

    | • | other awards based on ISG common stock; |

  24. Types of Incentive Plan Awards

    | • | performance-based awards; and |

  25. Types of Incentive Plan Awards

    | • | incentive awards, which are cash-denominated awards earnable by achievement of performance goals. |

  26. Shares Reserved for Equity Awards

    Shares Reserved for Equity Awards Information on the number of shares available under the Incentive Plan, our only equity award plan, and under our Amended and Restated 2007 Employee Stock Purchase Plan, and unissued shares deliverable under outstanding RSUs as of the end of the last fiscal year, is presented beginning on page 25 of this Proxy Statement under the caption “Equity Compensation Plan Information Table.” Based on the outstanding equity awards under the Incentive Plan as of February 25, 2025, and assuming stockholders approve the Incentive Plan Amendment, the total number of shares subject to outstanding awards and to be available for future awards under the Incentive Plan (which would be our only continuing equity award plan) would be as follows:

  27. Shares Reserved for Equity Awards

    | Shares subject to outstanding awards* | 4,621,591 | | Shares remaining available under the Incentive Plan | 528,182 | | Shares to be added if stockholders approve the Incentive Plan Amendment | 4,400,000 | | Total shares subject to outstanding awards and to be available for future equity awards** | 9,549,773 | | Percentage of outstanding shares*** | 19.8% |

  28. Shares Reserved for Equity Awards

    | * Shares subject to outstanding awards as of February 25, 2025 consists of 4,621,591 RSUs. The weighted average remaining term of unvested RSUs at that date was 1.24 years. RSUs granted after February 25, 2025 were not yet outstanding awards for purposes of this table; see page 25. |

  29. Shares Reserved for Equity Awards

    | ** Does not include shares reserved under the Amended and Restated 2007 Employee Stock Purchase Plan. |

  30. Shares Reserved for Equity Awards

    | *** Outstanding shares (the denominator in this calculation) includes all shares of ISG common stock outstanding at February 25, 2025 but does not include unissued shares reserved for outstanding awards or future awards under the Incentive Plan or the Incentive Plan Amendment. |

  31. Shares Reserved for Equity Awards

    The delivery of shares upon the exercise or settlement of an award reduces the shares available under the Incentive Plan by one share for each share delivered, whether the delivery results from the exercise of an option or SAR or is a settlement of an RSU or other full-value award. Shares that are deliverable in connection with an award that terminates, lapses or is forfeited or canceled will be deemed not to have been delivered and will be available for further awards under the Incentive Plan. Shares withheld to pay the exercise price or tax withholding obligations relating to options or SARs will be treated as delivered under the Incentive Plan, but shares withheld to pay the tax withholding obligations relating to other awards will not be treated as delivered and therefore will be available for further awards under the Incentive Plan. Cash settlement of an award will not be treated as delivery of shares and therefore will not reduce the shares available under the Incentive Plan. On February 25, 2025, the last reported sale price of our common stock on the Nasdaq Global Market was $3.07 per share.

  32. Per-Person Award Limits

    | • | The maximum amount that may be earned under the Incentive Plan during a calendar year by a participant in connection with the settlement of awards designated as “performance-based awards” is: (i) with respect to performance-based awards that are denominated in shares, 500,000 shares, and (ii) with respect to cash-denominated performance-based awards, $5,000,000. In the case of performance periods extending more than one calendar year, the applicable limitation will be aggregated and apportioned over the number of full and partial years in the performance period. |

  33. Per-Person Award Limits

    | • | The maximum grant-date fair value of equity awards granted to a non-employee director in any calendar year will be $350,000, except that this limit for a non-employee Chairman of the Board or Lead Director will be $700,000. |

  34. Administration of the Incentive Plan

    Administration of the Incentive Plan The Incentive Plan is administered by the Compensation Committee, except that the Board of Directors may itself act to administer the Incentive Plan. Subject to the terms and conditions of the Incentive Plan, the Compensation Committee is authorized to select participants, determine the type and number of awards to be granted and the number of shares to which awards will relate or the cash amount earnable as a performance award, specify times at which awards will be exercisable or settled, including performance conditions that may be required as a condition thereof, set other terms and conditions of such awards, prescribe forms of award agreements, interpret Incentive Plan terms and make all other determinations that the Compensation Committee believes may be necessary or advisable for the administration of the Incentive Plan. The Incentive Plan authorizes the Compensation Committee to delegate authority to a sub-committee or to officers, subject to applicable limitations under tax, securities and corporate law.

  35. Terms and Conditions of Options

    Terms and Conditions of Options Options granted under the Incentive Plan will be, as determined by the Compensation Committee, non-qualified or incentive stock options for federal income tax purposes, as evidenced by the related award agreements, and will be subject to the terms and conditions specified in the Incentive Plan and other terms and conditions specified by the Compensation Committee. Option Exercise Price. The option exercise price per share will be determined by the Compensation Committee, but will not be less than 100% of the fair market value of a share on the date an option is granted (other than in the case of options granted in substitution of previously granted awards, to the extent necessary to preserve the in-the-money value of the previously granted award). Exercisability. Options granted under the Incentive Plan will be exercisable at such time and upon such terms and conditions as may be determined by the Compensation Committee, but in no event will an option be exercisable more than ten years after the date it is granted or, subject to stockholder approval of this Proposal 4, less than one year after the date it is granted. The Compensation Committee will determine the vesting terms of options, in its discretion. Exercise of Options. Except as otherwise provided in the Incentive Plan or in an award agreement, an option may be exercised for all, or from time to time any part, of the shares for which it is then exercisable. The purchase price for the shares as to which an option is exercised will be paid to ISG as designated by the Compensation Committee, either: (i) in cash or its equivalent; (ii) in shares having a fair market value equal to the aggregate option exercise price for the shares being purchased and satisfying such other requirements as may be imposed by the Compensation Committee (which may include the withholding by ISG of shares deliverable upon exercise of the option to satisfy the exercise price); (iii) partly in cash and partly in such shares; (iv) through the delivery of irrevocable instructions to a broker to sell shares obtained upon the exercise of the option and to deliver promptly to ISG an amount out of the proceeds of such sale equal to the aggregate option exercise price for the shares being purchased; or (v) through net settlement in shares. No participant will have any rights to dividends or other rights of a stockholder with respect to shares subject to an option until the participant has given written notice of exercise of the option, paid in full for such shares and, if applicable, has satisfied any other conditions imposed by the Compensation Committee pursuant to the Incentive Plan.

  36. Other Stock-Based Awards

    Other Stock-Based Awards The Compensation Committee may grant or sell awards of shares, awards of restricted stock, RSUs and awards that are valued in whole or in part by reference to or are otherwise based on the fair market value of, shares. Such other stock-based awards will be in such form, and dependent on such conditions, as the Compensation Committee will determine, including, without limitation, the right to receive, or vest with respect to, one or more shares (or the equivalent cash value of such shares) upon the completion of a specified period of service, the occurrence of an event and/or the attainment of performance objectives. Other stock-based awards may be granted alone or in addition to any other awards granted under the Incentive Plan. Subject to the provisions of the Incentive Plan, the Compensation Committee will determine to whom and when other stock-based awards will be made; the number of shares to be awarded under (or otherwise related to) such other stock-based awards; whether such other stock-based awards will be settled in cash, shares or a combination of cash and shares; the vesting provisions of the awards (provided that, subject to stockholder approval of this Proposal 4, in no event will a stock-based award be exercisable less than one year after the date it is granted) and all other terms and conditions of the awards. Dividends or dividend equivalents may be paid or credited on other stock-based awards (such as RSUs), but they must be subject to the same vesting (or more stringent vesting) as that applicable to the underlying awards.

  37. Incentive Awards

    Incentive Awards The Compensation Committee may grant incentive awards providing an opportunity to earn specified cash amounts (i.e., the award is denominated in cash rather than in shares) by achievement of specified performance goals. All incentive awards are subject to the per-person limitation applicable to cash performance-based awards. The Compensation Committee will specify the performance period and performance goals for each incentive award; an incentive award with a performance period of one year or less may be designated as an “Annual Incentive Award.” The Compensation Committee may specify additional terms of the award, which may include terms providing for the award to be deemed to be earned or vest on an accelerated basis or without regard to performance in specified circumstances, such as a change in control or termination of the employment of the participant. Subject to the provisions of the Incentive Plan, the Compensation Committee will determine to whom and when incentive awards will be granted and the cash denominated amounts that may be earned. Earnings may be credited on incentive awards during any period the award remains outstanding following the attainment of the performance goals. Incentive awards may be settled in cash, shares or other awards, provided that the Compensation Committee has specified the timing and other terms of any conversion of cash amounts earned or earnable under the incentive award into shares or other awards.

  38. Performance Goals

    Performance Goals Certain other stock-based awards or cash-denominated incentive awards may be granted by the Compensation Committee based on performance goals, including: (i) earnings before or after taxes (including earnings before interest, taxes, depreciation and amortization); (ii) net income; (iii) operating income; (iv) earnings per share; (v) book value per share; (vi) return on stockholders’ equity; (vii) expense management; (viii) return on investment; (ix) improvements in capital structure; (x) profitability of an identifiable business unit or product; (xi) maintenance or improvement of profit margins; (xii) stock price; (xiii) market share; (xiv) revenues or sales; (xv) costs; (xvi) cash flow; (xvii) working capital; (xviii) return on assets; and (xix) total stockholder return. The foregoing criteria may relate to ISG, one or more of its affiliates or one or more of its or their divisions or units, or any combination of the foregoing, and may be applied on an absolute basis and/or be relative to prior period performance or to the performance of one or more peer group companies or indices, or any combination thereof, all as the Compensation Committee will determine. In addition, the performance goals may be calculated eliminating bonuses, capital charges, non-recurring or extraordinary income or expense, or other pre-specified financial items of income or expense for the performance period. The Compensation Committee retains discretion to grant awards subject to performance goals other than those listed above. The Compensation Committee will determine whether, for a performance period, the applicable performance goals have been met with respect to a given participant and, if they have, will determine the amount earned under the applicable performance-based award. The amount of the performance-based award actually paid to a given participant may be less than the amount determined by the applicable performance goal formula, at the discretion of the Compensation Committee. The amount of the performance-based award earned generally will be paid to the participant after the end of the performance period at such time as the Compensation Committee has specified for the award, except that a participant may, if and to the extent permitted by the Compensation Committee and consistent with the applicable provisions of the Code, elect to defer payment of a performance-based award.

  39. Adjustments Upon Certain Events/Change in Control

    Adjustments Upon Certain Events/Change in Control In the event of any change in the outstanding shares by reason of any share dividend or split, reorganization, recapitalization, merger, consolidation, spin-off, combination, combination or transaction or exchange of shares or other corporate exchange or equity restructuring (as defined under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718), or any distribution to stockholders other than regular cash dividends or any transaction similar to the foregoing, the Compensation Committee shall make such substitution or adjustment, if any, in a manner it deems to be equitable, as to (i) the number or kind of shares or other securities issued or reserved for issuance pursuant to the Incentive Plan or pursuant to outstanding awards, (ii) the maximum number of shares for which options or stock appreciation rights may be granted during a calendar year to any participant, (iii) the maximum amount of a performance-based award that may be granted during a calendar year to any participant, (iv) the option exercise price or exercise price of any stock appreciation right and/or (v) any other affected terms of such awards; provided, that, for the avoidance of doubt, in the case of the occurrence of any of the foregoing events that constitutes an “equity restructuring” (within the meaning of the FASB ASC Topic 718), the participant shall have a legal right to receive an equitable adjustment to his or her outstanding awards to reflect such event. In the event of a change in control after the effective date of the Incentive Plan, (i) if determined by the Compensation Committee 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, as of 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 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 hereunder 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. The Compensation Committee has determined to provide for accelerated vesting of awards in certain circumstances relating to a change in control, as described on page 36.

  40. Amendment of the Incentive Plan

    Amendment of the Incentive Plan The Board of Directors may amend, alter or discontinue the Incentive Plan, but no amendment, alteration or discontinuation will be made (a) without the approval of the stockholders of ISG, if such action would increase the total number of shares reserved for the purposes of the Incentive Plan or change the maximum number of shares for which awards may be granted to any participant, (b) without the consent of a participant, if such action would materially diminish any of the rights of the participant under any award theretofore granted to such participant under the Plan or (c) without the approval of the stockholders of ISG, to “reprice” options or SARs, as described above; provided, however, that the Compensation Committee may amend the Incentive Plan in such manner as it deems necessary to permit the granting of awards meeting the requirements of the Code or other applicable laws (including, without limitation, to avoid adverse tax consequences to ISG or to participants). Under these rules, however, stockholder approval will not necessarily be required for all amendments that might increase the cost of the Plan or broaden eligibility.

  41. Federal Income Tax Consequences Relating to Awards Under the Incentive Plan

    Federal Income Tax Consequences Relating to Awards Under the Incentive Plan The following summary of the federal income tax consequences relating to awards under the Incentive Plan is intended to reflect the current provisions of the Code and the regulations thereunder. This summary is intended for the information of stockholders and not as tax planning guidance for Incentive Plan participants. It is not intended to be a complete statement of applicable tax law, and in particular it does not address federal taxes other than income taxes and does not address state and local tax considerations or non-United States tax considerations. Certain United States Federal Income Tax Consequences of Options and Stock Appreciation Rights Certain of the United States federal income tax consequences to a participant and to his or her employer resulting from stock options and SARs granted under the Plan should generally be as set forth in the following summary: A participant to whom an incentive stock option that qualifies under Section 422 of the Code is granted will not recognize income at the time of grant or, in general, at the time of exercise of such option. No federal income tax deduction will be allowable to the participant’s employer upon the grant or exercise of such incentive stock option. However, upon the exercise of an incentive stock option, special alternative minimum tax rules apply to the participant. When the participant sells shares acquired through the exercise of an incentive stock option more than one year after the date of transfer of such shares and more than two years after the date of grant of such incentive stock option, the participant will normally recognize a long-term capital gain or loss equal to the difference, if any, between the sale prices of such shares and the incentive stock option exercise price. If the participant does not hold such shares for this period, when the participant sells such shares, the participant generally will recognize ordinary compensation income equal to the lesser of (i) the fair market value of the shares at the date of exercise minus the exercise price or (ii) the amount realized upon the disposition of the shares minus the exercise price, and the participant’s employer will generally be entitled to a federal income tax deduction in the amount of such ordinary compensation income. ISG will not be entitled to a tax deduction for any capital gain recognized by the participant upon the sale of shares acquired upon exercise of an incentive stock option. An individual to whom an option that is not an incentive stock option (a “non-qualified option”) or a SAR is granted will not recognize income at the time of grant of such option or SAR. When such individual exercises such non-qualified option or SAR, the individual will recognize ordinary compensation income equal to the excess, if any, of the fair market value, as of the date of exercise, of the shares the individual receives over the option exercise price or, in the case of a SAR, the fair market value of the shares or cash received upon exercise. The individual’s tax basis of shares received upon exercise will be equal to the exercise price paid, in the case of an option, plus the amount includable in the individual’s gross income resulting from exercise of the option or SAR. The individual’s capital gains holding period for such shares will commence on the day after the date on which the individual recognized taxable income in respect of such shares. Subject to applicable provisions of the Code and regulations promulgated thereunder, the employer of such individual will generally be entitled to a federal income tax deduction in respect of the exercise of non-qualified options or SARs in an amount equal to the ordinary compensation income recognized by the individual. Any such compensation includable in the gross income of a participant in respect of a non-qualified option or SAR will be subject to applicable federal, state, local and foreign income and employment taxes. Certain United States Federal Income Tax Consequences of Restricted Stock and Other Stock-Based Awards Generally, ISG receives a deduction and a participant recognizes taxable income equal to the fair market value of the restricted stock at the time that restrictions on shares awarded lapse, unless the participant elects to recognize the full fair market value of the restricted stock awarded as income immediately upon grant of the shares, by so electing not later than 30 days after the date of grant by ISG to the participant of a restricted stock award as permitted under Section 83(b) of the Code (such an election, a “Section 83(b) election”). In the event the participant makes such an election, the participant is taxed at ordinary income tax rates, and ISG is entitled to a deduction for an equivalent amount at the same time. Upon disposition by a participant of any restricted shares following the lapse of any restrictions, any difference between the participant’s tax basis in the shares (e.g., the amount of the ordinary income recognized, if any, by the participant upon either the making of the Section 83(b) election or upon the lapsing of the restrictions, as applicable) and the amount realized on the participant’s disposition of shares is treated as short-term or long-term capital gain or loss. Upon a forfeiture of restricted stock as to which the participant filed a Section 83(b) election, the participant would not be entitled to any tax deduction, including as a capital loss, for the value of the shares or property on which he or she previously paid tax. Whether or not a participant recognizes a short-term or long-term capital gain or loss depends upon whether the participant held our shares before disposition thereof for less than or more than one year after the earlier to occur of the date the participant made the Section 83(b) election or the lapsing of the restrictions on the relevant shares, as applicable, and whether or not the participant recognized a gain or loss upon such disposition. Regarding awards other than options, SARs and restricted stock, awards that result in a transfer to the participant of cash or shares or other property generally will have terms intended to meet applicable requirements under Section 409A of the Code, which regulates deferred compensation. If no restriction on transferability or substantial risk of forfeiture applies to amounts distributed to a participant, the participant generally must recognize ordinary income equal to the cash or the fair market value of shares or property actually received. Thus, for example, if we grant an award of restricted stock units that has vested but which requires an additional period to elapse before cash or shares will be distributed under the vested award, the participant should not become subject to income tax until the time at which shares or cash are actually distributed, and the individual’s employer generally should become entitled to claim a tax deduction at that time. Limitations on ISG Tax Deductions Code Section 162(m) limits deductibility of compensation in excess of $1 million paid in a given year individually to certain executives. Therefore, compensation to our executive officers resulting from awards under the Incentive Plan may not be deductible by us. Under Code Section 162(m), certain qualifying performance-based compensation payable under a written binding contract in effect on, and not materially modified after, November 2, 2017 (referred to as “grandfathered” awards) is excluded from the limitation on tax deductibility. Compensation to certain employees resulting from vesting of awards in connection with a change in control or termination following a change in control also may be non-deductible under Sections 4999 and 280G of the Code.

  42. Federal Income Tax Consequences Relating to Awards Under the Incentive Plan

    The discussion set forth above does not purport to be a complete analysis of all potential tax consequences relevant to recipients of awards under the Incentive Plan or their employers or to describe tax consequences based on particular circumstances, and does not address the consequences of all possible forms of awards or award features under the Incentive Plan. It is based on United States federal income tax law and interpretational authorities as of the date of this Proxy Statement, which are subject to change at any time.

  43. New Plan Benefits Under the Incentive Plan

    New Plan Benefits Under the Incentive Plan Future awards under the Incentive Plan will be granted at the discretion of the Compensation Committee. The type, number, recipients and other terms of such future awards cannot be determined at this time. Information regarding our recent practices with respect to stock-based compensation under current plans is presented in the “Summary Compensation Table,” “Outstanding Equity Awards at 2024 Fiscal Year-End Table” and “Equity Compensation Plan Information Table” elsewhere in this Proxy Statement and in our financial statements for the fiscal year ended December 31, 2024 included in the Annual Report that accompanies this Proxy Statement.

  44. Equity Compensation Plan Information Table

    Equity Compensation Plan Information Table The following table lists information regarding outstanding options and shares reserved for future issuance under our Amended and Restated 2007 Equity and Incentive Award Plan and our Amended and Restated 2007 Employee Stock Purchase Plan as of December 31, 2024. We have not issued any shares of our common stock to employees as compensation under a plan that has not been approved by our stockholders.

  45. Equity Compensation Plan Information Table

    | | (a) | (b) | (c) | | Plan Category | Number of Shares of Common Stock to be Issued upon Exercise of Outstanding Options, Warrants and Rights(1) | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights(2) | Number of Shares of Common Stock Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column(a)(3) | | Approved by Stockholders | 4,621,591 | $0 | 925,919 | | Not Approved by Stockholders | — | — | — | | Total | 4,621,591 | $— | 925,919 |

  46. Equity Compensation Plan Information Table

    | (1) Of the 4,621,591 shares listed in this column, none are stock options issued under the Incentive Plan, 4,621,591 are RSUs issued under the Incentive Plan, and none are options issued during the current offering period under our Amended and Restated Employee Stock Purchase Plan. |

  47. Equity Compensation Plan Information Table

    | (2) The weighted-average exercise price includes outstanding RSUs, treating RSUs as stock awards with an exercise price of zero. There are no outstanding options or SARs. |

  48. Equity Compensation Plan Information Table

    | (3) Includes 397,737 shares available for future issuance under the Company’s Amended and Restated 2007 Employee Stock Purchase Plan. Also includes 528,182 shares that were available for grant under the Incentive Plan as options and SARs and also for restricted stock, restricted stock units or other awards that could provide to the grantee an opportunity to earn the full value of an underlying share (in other words, such earning opportunity is not limited to the appreciation in value of our stock following the grant of the award). |

  49. Equity Compensation Plan Information Table

    Approval of this proposal requires the affirmative vote of a majority of the votes cast by holders of shares of ISG common stock represented in person or by proxy at the Annual Meeting. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

  50. TO THE AMENDED AND RESTATED 2007 EQUITY AND INCENTIVE AWARD PLAN

    TO THE AMENDED AND RESTATED 2007 EQUITY AND INCENTIVE AWARD PLAN

  51. Corporate Transactions

    Corporate Transactions In the event of a dissolution or liquidation of ISG, any options outstanding under the Employee Stock Purchase Plan will generally terminate immediately prior to the proposed dissolution or liquidation and all contributions will be refunded to the participants. In the event of a change in control (as defined in the Employee Stock Purchase Plan), the Board of Directors may provide for the following: (1) each option may be assumed or an equivalent option substituted by the successor corporation, (2) the offering period in effect may be shortened and terminated immediately prior to the proposed change in control, (3) all outstanding options may terminate with all contributions returned to participants, and/or (4) the option may continue unchanged.

  52. Directors

    Directors Gerald S. Hobbs has served as our Director since January 2008. He 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 boards of directors of The Nielsen Company and BNA, Inc. 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 LLP (“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. A description of Ms. Putur’s background and business experience is provided under “Proposal No.1 Election of Directors.” 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 18-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. Samuel L. Molinaro Jr. will join the Board as a Director effective March 14, 2025. Mr. Molinaro has more than 30 years of senior-level experience in the banking and financial services industry, including overseeing the sweeping technological transformation of several key industry players. Mr. Molinaro retired as president of UBS Americas Holdings LLC (“UBS Americas”) in 2023, after 11 years in senior executive positions with the financial services firm. Following his retirement from UBS Americas, Molinaro joined McKinsey & Company in 2024 as a senior advisor, banking and securities. He continues to serve on the board of directors of UBS Americas and as a member of such board’s audit committee. Before joining UBS Americas, Mr. Molinaro was executive vice president, chief financial officer and chief operating officer of The Bear Stearns Companies, Inc. He began his career as an auditor with PricewaterhouseCoopers LLP. Mr. Molinaro holds a bachelor’s degree in accounting from St. Bonaventure University and later attended Harvard Business School’s Advanced Management program.

  53. 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. |

  54. 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. |

  55. 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 2024 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 2024, 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 2024, ISG reported revenue of $247.6 million, net income of $2.8 million, operating income of $5.8 million, adjusted EBITDA of $25.1 million, GAAP net income per diluted share of $0.06 and adjusted net income per diluted share of $0.20. Notably, ISG divested its Automation business unit in October which resulted in cash proceeds in excess of $20 million. The significant amount of time, skill and effort in executing this transaction was also included in the Board’s assessment of Named Executive Officer annual incentive awards. Based on the Company’s 2024 performance and individual performance, the Compensation Committee approved annual incentive award payouts, as follows: (i) for Mr. Connors, paid $1,200,000 with $800,000 paid in cash and a grant of restricted stock units with a value on the grant date equal to $400,000; (ii) for Mr. Lavieri, paid $450,000 with $300,000 paid in cash and a grant of restricted stock units with a value on the grant date equal to $150,000; and (iii) for Mr. Sherrick, paid $275,000 with $120,000 paid in cash and a grant of restricted stock units with a value on the grant date equal to $155,000.

  56. 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 Incentive Plan to executive officers, including the Named Executive Officers, and other key employees. The purpose of the Incentive 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 3, 2024, the Company granted 158,730 restricted stock units to Mr. Connors, 119,048 restricted stock units to Mr. Lavieri, and 83,333 restricted stock units to Mr. Sherrick. These restricted stock units will vest in equal annual installments on each of the first four anniversaries of the grant date. Additionally, on June 3, 2024, the Company granted a target of 285,714 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 any period of forty five trading days ending on the third anniversary of the grant date, is $6.00, 150% of the target level if the measured market price is $7.00 and will be earned at the maximum level (200% of the target level) if the measured market price equals or exceeds $8.00 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 $234,400,000 of market value would have been created over the target level. Additionally, on June 3, 2024, the Company granted a target of 39,683 performance-based restricted stock units to Mr. Lavieri, and 27,778 performance-based restricted stock units to Mr. Sherrick. These awards will be earned at the target level if ISG’s stock price, measured over any period of ten trading days beginning on the first anniversary of the grant date and ending on the fourth anniversary of the grant date, is $6.00 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. Additionally on August 1, 2024, the Company granted 30,211 restricted stock units to Mr. Sherrick pursuant to the Sherrick employment letter (as defined below) that will vest on the first anniversary of the date of grant. 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.

  57. 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,further amended on December 30, 2020 to extend the term until December 31, 2025 and further amended on January 1, 2025 to extend the term until December 31, 2029 (as amended, 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, 2024 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 in a combination of cash and 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.

  58. 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 each of Mr. Connors, Mr. Lavieri and Mr. Sherrick. 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, and Lavieri ) 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 Incentive 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.

  59. 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, further amended on December 30, 2020 to extend the term until December 31, 2025 and further amended on January 1, 2025 to extend the term until December 31, 2029. 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 (subsequently increased to $550,000 effective October 1, 2024) and a target bonus opportunity of $300,000 beginning in 2024 and is also 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 vested 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 received 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). Also on September 1, 2023, Mr. Sherrick was granted 100,000 RSUs that will vest 100% on the third-year anniversary of the grant date, 51,572 RSUs that will vest in four equal installments on each of the first, second, third and fourth anniversaries of the grant date and 17,191 performance-based RSUs, which will be earned at the target level if ISG’s stock price, measured over a period of ten trading days beginning on the first anniversary of the grant date and ending on the fourth anniversary of the grant date, is $7.00 or higher. 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 as 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 and President – ISG Americas and Asia Pacific on July 26, 2018.

  60. 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 2024 and 2023. 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.

  61. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(4) | Total ($) | | Michael P. Connors Chairman and Chief Executive Officer | 2024 | 810,000 | 1,200,000 | 754,285 | — | — | 26,197 | 2,790,482 | | | 2023 | 900,000 | 1,000,000 | 1,021,146 | — | — | 25,699 | 2,946,845 | | Michael A. Sherrick Executive Vice President and Chief Financial Officer | 2024 | 462,500 | 275,000 | 308,611 | — | — | 2,000 | 1,048,111 | | | 2023 | 219,697 | — | 1,042,395 | — | — | — | 1,262,092 | | Todd D. Lavieri Vice Chairman and President, ISG Americas and Asia Pacific | 2024 | 612,000 | 450,000 | 440,874 | — | — | 2,000 | 1,504,874 | | | 2023 | 680,000 | 450,000 | 454,111 | — | — | 20,363 | 1,604,474 |

  62. SUMMARY COMPENSATION TABLE

    | (1) 2024 salary amounts for Messrs. Connors, Sherrick and Lavieri reflect a 20% salary reduction taken between April 1 and September 30, 2024. |

  63. SUMMARY COMPENSATION TABLE

    | (2) 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). The portion paid by a grant of RSUs vest on the first anniversary of the award. |

  64. SUMMARY COMPENSATION TABLE

    | (3) 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, and Lavieri 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 17, “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, 2024. |

  65. SUMMARY COMPENSATION TABLE

    | (4) All Other Compensation for Mr. Connors includes an amount for spousal travel in connection with our annual corporate recognition event of $ and a company contribution pursuant to ISG’s qualified defined contribution profit-sharing plan for U.S.-based employees of $2,000. All Other Compensation for Mr. Lavieri includes a Company contribution pursuant to ISG’s qualified defined contribution profit-sharing plan for U.S.-based employees of $2,000. All Other Compensation for Mr. Sherrick includes a company contribution pursuant to ISG’s qualified defined contribution profit-sharing plan for U.S.-based employees of $2,000. |

  66. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END The following table summarizes the unvested restricted stock units outstanding as of December 31, 2024 for the Named Executive Officers.

  67. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | | Outstanding Equity Awards at 2024 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 | 6/1/2021 | 29,661 | 99,068 | — | — | | | 6/1/2022 | 49,094 | 163,974 | 98,187 | 327,945 | | | 6/1/2023 | 74,111 | 247,531 | 177,865 | 594,069 | | | 3/15/2024 | 246,914 | 824,693 | — | — | | | 6/3/2024 | 158,730 | 530,158 | 285,714 | 954,285 | | Michael A. Sherrick | 9/1/2023 | 100,000 | 334,000 | — | — | | | 9/1/2023 | 38,679 | 129,188 | 17,191 | 57,418 | | | 6/3/2024 | 83,333 | 278,332 | 27,778 | 92,779 | | | 8/1/2024 | 30,211 | 100,905 | — | — | | Todd D. Lavieri | 6/1/2021 | 15,890 | 53,073 | — | — | | | 6/1/2022 | 26,908 | 89,873 | 17,938 | 59,913 | | | 6/1/2023 | 52,804 | 176,365 | 23,468 | 78,383 | | | 3/15/2024 | 111,111 | 371,111 | — | — | | | 6/3/2024 | 119,048 | 397,620 | 39,683 | 132,541 |

  68. OUTSTANDING EQUITY AWARDS AT 2024 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 June 1, 2021, the balance vests on June 1, 2025; (b) of the RSUs granted June 1, 2022, the balance vests one-half each on June 1, 2025 and June 1, 2026; (c) of the RSUs granted on June 1, 2023, the balance vests one-third each on June 1, 2025, June 1, 2026, and June 1, 2027; (d) of the remaining 38,679 unvested RSUs’ granted to Mr. Sherrick on September 1, 2023, the balance vests one-third each on September 1, 2025, September 1, 2026 and September 1, 2027; (e) of the 100,000 RSUs granted to Mr. Sherrick on September 1, 2023, 100% of the balance vests September 1, 2026; (f) of the RSUs granted March 15, 2024, the balance vests 100% on March 15, 2025; (g) of the RSUs granted on June 3, 2024, the balance vests 25% on each of June 1, 2025, June 1, 2026, June 1, 2027 and June 1, 2028 and (h) of the RSUs granted on August 1, 2024, the balance vests 100% on August 1, 2025. |

  69. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | (2) The market value is based on the closing price per share of the Company’s common stock on December 31, 2024 of $3.34 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. |

  70. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | (3) The performance-based RSUs 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 RSUs granted on June 1, 2023 to Mr. Connors (shown at target in the table) will be earned if a share-price-performance goal is achieved on June 1, 2026. The performance-based RSUs granted on June 3, 2024 to Mr. Connors (shown at target in the table) will be earned if a share-price-performance goal is achieved on June 1, 2027. The performance-based RSUs 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 RSUs granted on June 1, 2022 to Mr. Lavieri will be earned if a share-price-performance goal is achieved on or before June 1, 2026. The performance-based RSUs granted on June 1, 2023 to Mr. Lavieri will be earned if a share-price-performance goal is achieved between June 1, 2024 and June 1, 2027. The performance-based RSUs granted on June 3, 2024 to Messrs. Lavieri and Sherrick will be earned if a share-price-performance goal is achieved between June 1, 2025 and June 1, 2028. |

  71. 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 2024 (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 “Executive Compensation” starting on page 32 of this Proxy Statement.

  72. PAY VERSUS PERFORMANCE

    | | Financial Metrics Year-Over-Year | | Year-Over-Year Change In Comp Actually Paid | | | Year | TSR | Net Income | PEO Compensation | Non-PEO Compensation | | 2024 | -25.3% | -55% | -66.8% | 27.0% | | 2023 | 6.2% | -69% | 1915.0% | 41.2% |

  73. PAY VERSUS PERFORMANCE

    Approximately 70% of the total direct compensation of our PEO and 60% 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 2024 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 sets forth the tabular pay versus performance disclosure according to SEC regulations.

  74. PAY VERSUS PERFORMANCE

    | Year(1) | 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 at December 31 Based On: | Net Income (000’s) | | | | | | | Total Shareholder Return | | | 2024 | $2,790,482 | $975,752 | $1,276,493 | $987,048 | $49.08 | $2,839 | | 2023 | $2,946,845 | $2,942,884 | $890,685 | $816,344 | $200.52 | $6,154 |

  75. PAY VERSUS PERFORMANCE

    | (1) For 2024, Michael Connors was our PEO, and Michael Sherrick and Todd Lavieri were our Non-PEO Named Executive Officers. 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. |

  76. 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. |

  77. 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 that 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 | | 2024 | $2,790,482 | ($1,754,285) | $1,609,136 | ($836,100) | ($354,498) | ($478,983) | $975,752 | | 2023 | $2,946,845 | ($1,021,146) | $2,021,143 | $78,375 | $39,619 | ($1,121,952) | $2,942,884 |

  78. PAY VERSUS PERFORMANCE

    | (3) For Messrs. Sherrick, Lavieri, Kucinski and Alfonso, 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. |

  79. 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 that 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 | | 2024 | $1,276,493 | ($599,743) | $629,977 | ($200,621) | ($119,057) | — | $987,048 | | 2023 | $890,685 | ($404,003) | $531,793 | $4,577 | $4,768 | ($211,656) | $816,344 |

  80. PAY VERSUS PERFORMANCE

    Our methodologies for determining the fair value of equity awards in our financial statements and in the Summary Compensation Table above are described in Note 17, “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, 2024, and in footnote (1) 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.

  81. 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 2024. Our non-employee directors received no other compensation for their services. Our non-employee director compensation program for 2024 consisted of an annual cash retainer and a grant of RSUs for service on the Board of Directors. Our program in 2024, which is unchanged in 2025, 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 10, 2024, 33,602 RSUs were granted to each non-employee director then in office. 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.

  82. 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(2) | 30,000 | 125,000 | — | 155,000 |

  83. 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 ($3.72) on the Nasdaq Global Market on December 10, 2024, the date of grant. |

  84. DIRECTOR COMPENSATION

    | (2) Mr. Waite retired from the Board of Directors effective as of the conclusion of the Company’s 2024 annual meeting of stockholders. |

  85. DIRECTOR COMPENSATION

    As of December 31, 2024, our non-employee directors had outstanding, the following unvested restricted stock units:

  86. DIRECTOR COMPENSATION

    | Name | Unvested Restricted Stock Units (#) | | Neil G. Budnick | 61,085 | | Gerald S. Hobbs | 61,085 | | Bruce N. Pfau | 61,085 | | Christine Putur | 61,085 | | Kalpana Raina | 61,085 |

  87. DIRECTOR COMPENSATION

    Messrs. Budnick, Hobbs and Pfau, 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 6, 2022. Messrs. Budnick, Hobbs and Pfau, 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. As discussed above, Messrs. Budnick, Hobbs and Pfau, and Mses. Putur and Raina were each awarded 33,602 RSUs on December 10, 2024, which will vest in three equal installments on each of the first, second and third anniversaries of December 10, 2024.