DEF 14A of Information Services Group Inc.
Filed Mar 11, 2026 · FY20250001140361-26-008997
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. Samuel L. Molinaro Jr. and Gerald S. Hobbs constitute a class that expires at this Annual Meeting (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”). Michael P. Connors and Christine Putur constitute a class with a term that expires at the Annual Meeting in 2028 (the “Class III Directors”). The Board of Directors has considered and nominated the following nominees to be Class I Directors for a three-year term expiring in 2029: Samuel L. Molinaro Jr. and Gerald S. Hobbs. Action will be taken at the Annual Meeting for the election of these Class I 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 Samuel L. Molinaro Jr. and Gerald S. Hobbs 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:
ELECTION OF DIRECTORS
| Name | Age | Director Since | | Samuel L. Molinaro Jr. | 68 | 2025 | | Gerald S. Hobbs | 84 | 2008 |
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. Samuel L. Molinaro Jr. has served as our Director since March 2025. Mr. Molinaro has more than 30 years of senior-level experience in the banking and financial services industry. 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 Price Waterhouse Coopers . Mr. Molinaro holds a bachelor’s degree in accounting from St. Bonaventure University and later attended Harvard Business School’s Advanced Management program. Gerald S. Hobbs has served as our Director since January 2008. Mr. Hobbs is an operating partner at BV Investments, LLC, a middle-market private equity firm focused on the tech-enabled business services, software and IT services sectors. 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. He was a member of the Audit Committee at both companies.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF
THE NOMINEES NAMED ABOVE
THE NOMINEES NAMED ABOVE
Directors
Directors Gerald S. Hobbs has served as our Director since January 2008. A description of Mr. Hobbs’ background and business experience is provided under “Proposal No.1 Election of Directors.” 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. Ms. Putur has also served as a Director at RealTruck, the premier manufacturer and digital destination of accessories for truck enthusiasts around the world. 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. Until 2022, Ms. Raina was 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. Ms. Raina was also a director of Yellow Pages Limited (TSX: YLO), where she served on the Nominating and Corporate Governance Committee and Audit Committee. Ms. Raina was also a director of John Wiley & Son (NYSE: JWa and JWb). She is a past member of The U.S. India Business Council. Samuel L. Molinaro Jr. has served as our Director since March 2025. A description of Mr. Molinaro’s background and business experience is provided under “Proposal No.1 Election of Directors.”
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. |
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. |
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 2025 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 year 2025, 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. In its assessment, the Compensation Committee found that leadership drove the firm’s continued transformation to a platform-enabled, AI-driven Research and advisory firm. 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 2025 ISG reported revenue of $244.7 million, net income of $9.3 million, operating income of $17.8 million, adjusted EBITDA of $32.2 million, GAAP net income per diluted share of $0.19 and adjusted net income per diluted share of $0.33. Contributing to these results were robust utilization and expense management discipline. These results reflected significant year over year growth rates as revenues were up 7% (excluding the divestiture of our automation business), adjusted EBITDA was up 28%, adjusted EBITDA margin was up 300 basis points, adjusted net income was up 65% and operating cash flow was up 46%. Based on the Company’s 2025 performance and individual performance, the Compensation Committee approved annual incentive award payouts, as follows: (i) for Mr. Connors, paid $1,650,000 with $1,250,000 paid in cash on December 31, 2025 and a grant of restricted stock units to be issued on March 13, 2026 with a value equal to $400,000; (ii) for Mr. Lavieri, paid $625,000 with $400,000 paid in cash on December 31, 2025 and a grant of restricted stock units to be issued on March 13, 2026 with a value of $225,000 and (iii) for Mr. Sherrick, paid $345,000 with $165,000 paid in cash on December 31, 2025 and a grant of restricted stock units to be issued on March 13, 2026 with a value equal to $180,000.
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 2, 2025, the Company granted 103,520 restricted stock units to Mr. Connors, 77,640 restricted stock units to Mr. Lavieri, and 54,348 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 2, 2025, the Company granted a target of 186,335 performance-based restricted stock units to Mr. Connors. The payout level of Mr. Connors’s 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 $5.00, 150% of the target level if the measured market price is $6.00 and will be earned at the maximum level (200% of the target level) if the measured market price equals or exceeds $7.00 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. Additionally, on June 3, 2024, the Company granted a target of 25,880 performance-based restricted stock units to Mr. Lavieri, and 18,116 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 $5.00 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.
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, 2025 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 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.
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.
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 $750,000 effective September 1, 2025), 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.
Equity Grant Procedures
Equity Grant Procedures The Compensation Committee approves equity awards for our named executive officers on or before the date of grant, and it is the Compensation Committee’s general practice to approve annual equity awards in the first quarter of each fiscal year based on the Company’s and the individual’s prior fiscal year performance. On occasion, equity awards may be granted outside of our annual grant cycle for new hires, promotions, retention, or other purposes. Generally, the date of grant for equity awarded to our named executive officers is when the Company otherwise has no material non-public information (“MNPI”); moreover, the Company does not grant equity awards in anticipation of the release of MNPI. Similarly, the Company does not permit the timed disclosure of MNPI for the purpose of affecting the value of executive compensation nor does it take MNPI into account when determining the timing and terms of equity grants. During 2025, none of the named executive officers were granted stock options.
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 2025 and 2024. 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.
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 | 2025 | 900,000 | 1,650,000 | 1,345,912 | — | — | 28,451 | 3,924,363 | | | 2024 | 810,000 | 1,200,000 | 754,285 | — | — | 26,197 | 2,790,482 | | Michael A. Sherrick Executive Vice President and Chief Financial Officer | 2025 | 550,000 | 345,000 | 338,950 | — | — | 10,500 | 1,244,450 | | | 2024 | 462,500 | 275,000 | 308,611 | — | — | 2,000 | 1,048,111 | | Todd D. Lavieri Vice Chairman and President, ISG Americas and Asia Pacific | 2025 | 703,333 | 625,000 | 484,214 | — | — | 10,500 | 1,823,047 | | | 2024 | 612,000 | 450,000 | 440,874 | — | — | 2,000 | 1,504,874 |
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. |
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. |
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, 2025. |
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 $17,951 and a company contribution pursuant to ISG’s qualified defined contribution profit-sharing plan for U.S.-based employees of $10,500. 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 $10,500. 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 $10,500. |
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END The following table summarizes the unvested restricted stock units outstanding as of December 31, 2025 for the Named Executive Officers.
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END
| | Outstanding Equity Awards at 2025 Fiscal Year-End | | | | | | | Stock Awards (Time-Vested) | | | Stock Awards (Performance- and Time-Vested) | | | Name | Date of Grant | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(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 | 6/1/2022 | 24,547 | 141,882 | — | — | | | 6/1/2023 | 49,407 | 285,572 | 177,865 | 1,028,060 | | | 6/3/2024 | 119,048 | 688,097 | 285,714 | 1,651,427 | | | 3/17/2025 | 114,286 | 660,573 | — | — | | | 6/2/2025 | 103,520 | 598,346 | 186,335 | 1,077,016 | | Michael A. Sherrick | 9/1/2023 | 100,000 | 578,000 | — | — | | | 9/1/2023 | 25,786 | 149,043 | 17,191 | 99,364 | | | 6/3/2024 | 62,500 | 361,250 | 27,778 | 160,557 | | | 3/17/2025 | 44,286 | 255,973 | — | — | | | 6/2/2025 | 54,348 | 314,131 | 18,116 | 104,710 | | Todd D. Lavieri | 6/1/2022 | 13,454 | 77,764 | 17,938 | 103,682 | | | 6/1/2023 | 35,203 | 203,473 | 23,468 | 135,645 | | | 6/3/2024 | 89,286 | 516,073 | 39,683 | 229,368 | | | 3/17/2025 | 42,857 | 247,713 | — | — | | | 6/2/2025 | 77,640 | 448,759 | 25,880 | 149,586 |
OUTSTANDING EQUITY AWARDS AT 2025 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, 2022, the balance vests on June 1, 2026; (b) of the RSUs granted on June 1, 2023, the balance vests one-half each on June 1, 2026, and June 1, 2027; (c) of the remaining 25,786 unvested RSUs’ granted to Mr. Sherrick on September 1, 2023, the balance vests one-half each on September 1, 2026, and September 1, 2027; (d) of the 100,000 RSUs granted to Mr. Sherrick on September 1, 2023, 100% of the balance vests September 1, 2026; (e) of the RSUs granted March 17, 2025, the balance vests 100% on March 17, 2026; (f) of the RSUs granted on June 3, 2024, the balance vests one-third on each of June 1, 2026, June 1, 2027, and June 1, 2028; (g) of the RSUs granted on June 2, 2025, the balance vests 25% on each of June 1, 2026, June 1, 2027, June 1, 2028, and June 1, 2029. |
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END
| (2) The market value is based on the closing price per share of the Company’s common stock on December 31, 2025 of $5.78 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. |
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END
| (3) 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. The performance-based RSUs granted on June 2, 2025 to Messrs. Lavieri and Sherrick will be earned if a share-price-performance goal is achieved between June 1, 2026 and June 1, 2029. |
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 2025 (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 18 of this Proxy Statement.
PAY VERSUS PERFORMANCE
| | Financial Metrics Year-Over-Year | | Year-Over-Year Change In Comp Actually Paid | | | Year | Total Shareholder Return | Net Income | PEO Compensation | Non-PEO Compensation | | 2025 | 78.4% | 229% | 604.7% | 154.2% | | 2024 | -25.3% | -55% | -66.8% | 27.0% | | 2023 | 6.2% | -69% | 1,915.0% | 41.2% |
PAY VERSUS PERFORMANCE
Over 75% of the total direct compensation of our PEO and almost 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 2025 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 year-over-year percentage change in Comp Actually Paid significantly reflects the strong growth of both ISG’s financial performance and its share price in 2025. The following sets forth the tabular pay versus performance disclosure according to SEC regulations.
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 | | | 2025 | $3,924,363 | $6,885,730 | $1,533,749 | $2,527,580 | $141.62 | $9,341 | | 2024 | $2,790,482 | $975,752 | $1,276,493 | $987,048 | $79.36 | $2,839 | | 2023 | $2,946,845 | $2,942,884 | $890,685 | $816,164 | $106.20 | $6,154 |
PAY VERSUS PERFORMANCE
| (1) For 2025, Michael Connors was our PEO, and Michael Sherrick and Todd Lavieri were our Non-PEO Named Executive Officers. 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 Tom Kucinski were our Non-PEO Named Executive Officers. |
PAY VERSUS PERFORMANCE
| (2) For Mr. Connors, the following amounts were added to and deducted from the Summary Compensation Table (SCT) amount to determine the ‘compensation actually paid’ as determined in accordance with SEC regulations. |
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 | | 2025 | $3,924,363 | ($1,345,912) | $2,344,374 | $1,602,060 | $688,750 | ($327,905) | $6,885,730 | | 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 |
PAY VERSUS PERFORMANCE
| (3) For Messrs. Sherrick and Lavieri, 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. |
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 | | 2025 | $1,533,749 | ($411,597) | $760,437 | $551,790 | $93,202 | — | $2,527,580 | | 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) | $816,164 |
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, 2025, 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.
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 2025. Our non-employee directors received no other compensation for their services. Our non-employee director compensation program for 2025 consisted of an annual cash retainer and a grant of RSUs for service on the Board of Directors. Our program in 2025, which is unchanged in 2026, included a cash retainer of $75,000 each for our Lead Independent Director, Mr. Hobbs, and Chairman of our Audit Committee, Mr. Molinaro, 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 $125,000 based on the fair market value of ISG common stock on the grant date. On December 9, 2025, 20,695 RSUs were granted to each non-employee director then in office. All RSUs vest over a three-year period subject to accelerated vesting in the event of a change in control or the death or disability of the non-employee director.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Gerald S. Hobbs | 75,000 | 125,000 | — | 200,000 | | Samuel L. Molinaro, Jr. | 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 | | Neil G. Budnick(2) | 37,500 | — | — | 37,500 |
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 ($6.04) on the Nasdaq Global Market on December 9, 2025, the date of grant. |
DIRECTOR COMPENSATION
| (2) Mr. Budnick retired from the Board of Directors effective as of March 14, 2025. |
DIRECTOR COMPENSATION
As of December 31, 2025, our non-employee directors had outstanding the following unvested restricted stock units:
DIRECTOR COMPENSATION
| Name | Unvested Restricted Stock Units (#) | | Gerald S. Hobbs | 52,856 | | Samuel L. Molinaro, Jr. | 56,409 | | Bruce N. Pfau | 52,856 | | Christine Putur | 52,856 | | Kalpana Raina | 52,856 |
DIRECTOR COMPENSATION
Messrs. 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. Messrs. 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. Mr. Molinaro was awarded 35,714 RSUs upon his appointment to the Board of Directors on March 17, 2025, which will vest on each of the first, second and third anniversaries of March 17, 2025. Messrs. Hobbs, Molinaro and Pfau and Mses. Putur and Raina were each awarded 20,695 RSUs on December 9, 2025, which will vest in three equal installments on each of the first, second and third anniversaries of December 9, 2025.