DEF 14A of TechTarget, Inc.
Filed Apr 28, 2026 · FY20250001193125-26-187238
What vote is required to approve the election of directors (Proposal No. 1)?
What vote is required to approve the election of directors (Proposal No. 1)? With respect to the election of directors (Proposal No. 1), our Amended and Restated By-laws and Corporate Governance Guidelines state that, subject to the terms of the Stockholders Agreement (as defined below), to be elected in an uncontested election where a quorum is present, a director nominee shall be elected if the nominee receives a majority of the votes cast with respect to that nominee's election by the shares present or represented by proxy at the Annual Meeting. If the votes cast "against" a nominee's election exceed the votes cast "for" the nominee's election, the nominee will not be elected to the Board. However, under Delaware law, if a nominee that is an incumbent director is not reelected to the Board, that incumbent director will "hold over" in office as a director until he or she is removed or until his or her successor is elected. Under our Corporate Governance Guidelines, in an uncontested election of directors, each incumbent director nominee must deliver to the Board a resignation that will become effective if such nominee does not receive the required vote and the Board determines to accept such resignation. Under our Corporate Governance Guidelines, the Nominating and Corporate Governance Committee evaluates the resignation and makes a recommendation to the Board on the action to be taken. With respect to Proposal No. 1, you may vote "FOR," "AGAINST," or "ABSTAIN" with respect to each nominee. If the shares you own are held in street name by a bank or brokerage firm, that bank or brokerage firm, as the record holder of your shares, is required to vote your shares according to your instructions. Abstentions and broker non-votes will not be counted as votes cast and accordingly, will have no effect on the outcome of this proposal.
What vote is required to approve the election of directors (Proposal No. 1)?
| Informa TechTarget | Proxy Statement for 2026 Annual Meeting of Stockholders | 3 |
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
Our Board of Directors
Our Board of Directors Our Board has nominated all of our nine current directors – Sally Ashford, Stephen A. Carter, David Flaschen, Sean Griffey, Don Hawk, Patrick Martell, Gary Nugent, Perfecto Sanchez, and Christina Van Houten – for election at the Annual Meeting. Each of Sally Ashford, Stephen A. Carter, David Flaschen, Sean Griffey, Don Hawk, Patrick Martell, Gary Nugent, Perfecto Sanchez, and Christina Van Houten has indicated his or her willingness to serve if elected and has consented to be named in this Proxy Statement. If a nominee should become unable or unwilling to serve, the proxies intend to vote for the replacement selected by the Nominating and Corporate Governance Committee of our Board, who shall be selected in accordance with the requirements of the Stockholders Agreement. None of our directors are related to any other director or to any of our executive officers. Information about each nominee and our executive officers, including their respective ages and positions, is included below and is current as of April 17, 2026.
Information about the Nominees
Information about the Nominees Our Board has nominated Sally Ashford, Stephen A. Carter, David Flaschen, Sean Griffey, Don Hawk, Patrick Martell, Gary Nugent, Perfecto Sanchez, and Christina Van Houten, each to serve for a term expiring at our 2027 annual meeting of stockholders and until their successors are duly elected and qualified.
Information about the Nominees
| Name | Age | Independent | Position | | Sally Ashford | 55 | | Director | | Stephen A. Carter | 62 | | Director | | David Flaschen | 70 | X | Director | | M. Sean Griffey | 53 | | Director | | Don Hawk | 54 | | Director | | Patrick Martell | 62 | | Director and Chairperson of the Board | | Gary Nugent | 56 | | Director and Chief Executive Officer | | Perfecto Sanchez | 42 | X | Director | | Christina Van Houten | 59 | X | Director |
Information about the Nominees
Sally Ashford. Ms. Ashford is the Group Human Resources Director of Informa PLC ("Informa"), which is the controlling and majority shareholder of Informa TechTarget, having joined in June 2021. She has 30 years' experience in human resources with significant expertise in reward, talent and business transformation. In her early career, Ms. Ashford worked in human resources research and consultancy before moving in-house. She spent 15 years at Telefonica in a variety of roles, including European Human Resources Director, Deputy Global Human Resources Director and supervisory board member of Telefonica Deutschland AG. She then joined Royal Mail in 2015 where she was most recently Chief Human Resources Officer. She has worked with teams that have experienced significant business change, including mergers and companies that have grown both organically and inorganically. In addition to her executive role, she also serves as a non-executive director for Helios Towers PLC. Ms. Ashford holds a bachelor's degree in management sciences from the University of Manchester and a master's degree in industrial relations from the University of Warwick. Ms. Ashford brings to the board experience of building people strategies, nurturing talent and fostering positive workplace culture. Stephen A. Carter. Lord Carter is the Group Chief Executive of Informa, which is the controlling and majority shareholder of Informa TechTarget. He joined Informa in 2010 as a non-executive director before becoming Group Chief Executive in late 2013. Under his leadership, Informa has expanded significantly in reach and scale, geographically (particularly in North America, the Middle East, and Asia) and in the deployment of technology and digital services. Prior to becoming Informa's Group Chief Executive, Lord Carter was President and Managing Director EMEA at Alcatel Lucent Inc., Managing Director and COO of NTL Incorporated (now Virgin Media) and Managing Director then Chief Executive of JWT Travel UK & Ireland. He was the founding CEO of Ofcom and Chief of Strategy and Minister for Telecommunications and Media in the government of Prime Minister, The Right Hon. Gordon Brown. Lord Carter is a non-executive director of Vodafone PLC and is Informa's representative on the Board of PA Media Group Limited, BolognaFiere and Norstella, and Chair of Informa's joint venture with the Principality of Monaco and of the Tahaluf partnership. From 2014 until 2022, he served on the Board of United Utilities Group PLC. He was made a Life Peer in 2008. Lord Carter holds a Law degree from the University of Aberdeen. Lord Carter brings to the Board significant executive and non-executive experience across many different companies and industries, including deep knowledge of the technology industry, digital platforms and solutions and the marketing services industry. David Flaschen. From July 2015 until June 2024, Mr. Flaschen served as a non-executive director of Informa, which is the controlling and majority shareholder of Informa TechTarget, where he also served as a member of both the Nomination
Information about the Nominees
| Informa TechTarget | Proxy Statement for 2026 Annual Meeting of Stockholders | 5 |
Information about the Nominees
Committee and Audit Committee. Mr. Flaschen has over 20 years of executive and leadership experience in the information services industry, including positions at Thomson Financial and Dun & Bradstreet. He also has extensive experience in online businesses, having served as a non-executive director at companies such as TripAdvisor, Inc. and BuyerZone.com. Mr. Flaschen was a professional soccer player and a founding member of the North American Soccer League Players Association's Executive Committee. In July 2025, Mr. Flaschen was appointed to the board of directors of Indigo Acquisition Corp., a special purpose acquisition company and in December 2025 he was appointed to the board of directors of Shields Health. Mr. Flaschen served as Chair of the Board of John Nagle Co. from 2021 until May 2025. From 2020 until 2024, he was an Informa nominee on the board of directors of Informa's Curinos business and, from 1999 until 2024, he was a non-executive director and Chair of the Audit Committee at Paychex Inc. He holds a bachelor's degree in psychology from Brown University and an MBA in Entrepreneurial Management from the Wharton School, University of Pennsylvania. Mr. Flaschen brings to the Board extensive executive and non-executive experience of North American and international companies, with particular expertise in information services, data, and marketing services. M. Sean Griffey. Mr. Griffey was a co-founder and the CEO of Industry Dive, now an Informa TechTarget subsidiary, from January 2020 until December 2024. He has spent the last 20 years working in the digital media, marketing, and demand generation industries, including within the Informa Tech division of Informa. He joined the digital businesses of Informa's Informa Tech division (the "Informa Tech Digital Businesses") in September 2022 when Industry Dive was acquired by the Informa Tech Digital Businesses. Prior to founding Industry Dive, Mr. Griffey served as President for FierceMarkets where he oversaw the launch of more than 25 digital titles and products. He also spent nearly 10 years as a consultant at A.T. Kearney and PricewaterhouseCoopers helping companies achieve their strategic goals and improve performance. In 2015, he was inducted into the Media Industry News Digital Hall of Fame and was awarded the McAllister Top Management Fellowship at the Medill School of Journalism. Additionally, since November 2022 he has served on the board of directors of Omeda, Inc., since September 2021 he has served on the board of directors of Blockworks, since January 2025 he has served on the board of directors of Board.org, and since July 2025 he has served on the board of directors of Life Sciences Connect. Mr. Griffey has a B.S. in Economics from Penn State University and an M.B.A. from Northwestern's Kellogg School of Management. Mr. Griffey brings to the Board his experience with the Informa Tech Digital Businesses and experience in the IT advertising business, which provides the Board with specific knowledge of the Informa Tech Digital Businesses' historical operations and a greater understanding of Informa TechTarget's strategic opportunities. Don Hawk. Mr. Hawk served as the Executive Director, Product Innovation of Former TechTarget, which became a subsidiary of Informa TechTarget, from January 2012 to June 2025. Prior to that, Mr. Hawk served as Former TechTarget's President from its incorporation in September 1999 to 2012. Prior to co-founding Former TechTarget, he was a Director of New Media Products for the Technology Division of United Communications Group from 1997 to 1999. Prior to joining UCG, Mr. Hawk was the Director of Electronic Business Development for Telecommunications Reports International, Inc., a telecommunications publishing company. Additionally, since 2008 he has served on the board of directors of Farm Journal, Inc. and since October 2025 he has served on the board of directors of Life Science Central. He holds a B.A. and an M.A. from George Washington University. Mr. Hawk brings to the Board his experience at Former TechTarget and his experience in the IT advertising business, which provides the Board with specific knowledge of Former TechTarget's historical operations and a greater understanding of Informa TechTarget's strategic opportunities. Patrick Martell. Mr. Martell is the Chief Operating Officer of Informa, which is the controlling and majority shareholder of Informa TechTarget, and Chief Executive of Informa Markets, a business division of Informa, since January 2019 and October 2015, respectively. Mr. Martell has served as the Chair of our Board since March 2026. He is an experienced executive and non-executive, previously serving as the Group Chief Executive of St Ives plc, a printing and marketing services company, until November 2014. He also serves as a non-executive director and Audit Committee member of Lloyds Register, having previously served as the Senior Independent Director and Remuneration Committee Chair at RM plc. Mr. Martell completed the INSEAD Advanced Management Program. He brings to the Board extensive international business experience, including in digital transformation, restructuring and growth acceleration. Gary Nugent. Mr. Nugent has served as the Chief Executive Officer of Informa TechTarget since December 2024. He was the CEO of the Informa Tech Digital Businesses from January 2019 to December 2024 including Informa Tech, LLC, a subsidiary of Informa TechTarget. He has over 25 years of general management, sales, and marketing experience in the Information and Communication Technology (ICT) sector. He joined Informa in 2014 as Commercial Director for the Business Intelligence division. Previously, at Alcatel-Lucent, he was Head of the Managed Services Business and, before that, Head of Marketing. Before joining Alcatel-Lucent, he worked for leading global Information Technology brands such as Oracle, Sun Microsystems, and IBM. Mr. Nugent holds a B.Eng/B.Sc in Information Engineering from the University of Strathclyde. He brings to the Board his many years of experience as a customer of the many products and services that Informa TechTarget offers, his experience in designing and building go-to-market strategies that deliver growth, and his knowledge of Informa.
Information about the Nominees
| Informa TechTarget | Proxy Statement for 2026 Annual Meeting of Stockholders | 6 |
Information about the Nominees
Perfecto Sanchez. Mr. Sanchez served as a director on the Former TechTarget board of directors (the "Former TechTarget Board") from January 2022 to December 2024. Mr. Sanchez has served as the co-founder and Chief Growth Officer of Equity Quotient ("EQ"), a technology platform that provides access to diversity data and advanced analytics to help companies measure their stakeholder impact, manage risk, and devise growth strategies as part of a broader environmental, social, and governance imperative, since June 2020. He is also the founder and Chief Executive Officer of Keep The Change, a for-purpose marketing consultancy he launched in 2014 and serves on the board of directors of Lifeway Foods, Inc. (Nasdaq: LWAY), a public company, since August 2022. He is currently an advisor to Build in Tulsa, a movement to build the infrastructure for Black multi-generational wealth creation, as well as an Advisor at International Crisis Group. He served as Chief Marketing Officer for Chloe's Soft Serve Fruit Co. from 2016 to 2018 where he helped double their distribution and brand awareness. Prior to that, from 2010 to 2015, he served in senior brand and portfolio strategy roles at The Dannon Company, Inc. (a subsidiary of Danone S.A.) and Kraft Foods, Inc. Mr. Sanchez holds a Bachelor of Math and Science Degree from the United States Military Academy at West Point and is a decorated U.S. Army Veteran with two combat tours to Iraq. He brings to the Board his experience in managing complex projects and budgets, implementing portfolio, growth, and marketing strategies for global brands, and driving innovation and awareness through social impact initiatives. Christina Van Houten. Ms. Van Houten served as a director on the Former TechTarget Board from August 2019 to December 2024. She has served as the co-founder and Chief Executive Officer of EQ since June 2022. Prior to co-founding EQ with Mr. Sanchez, Ms. Van Houten served in various roles at Mimecast Limited, a global provider of cloud cyber resilience solutions for corporate data and email, including as advisor to the Chief Executive Officer and as Chief Strategy Officer, from April 2018 to May 2022. Prior to joining Mimecast, from 2014 to 2018, Ms. Van Houten was Senior Vice President, Marketing Strategy & Product Management, at Infor Global Solutions, an enterprise software company that provides comprehensive business solutions. She served as Vice President, Industry Solution and Strategy, at Infor, from 2011 to 2014. She was Vice President of Strategy and Solutions at IBM Netezza from 2010 to 2011. Prior to that, from 2005 to 2010, she served in senior roles at Oracle Corporation. Ms. Van Houten holds an MBA from the Booth School of Business at the University of Chicago, and a Bachelor of Arts Degree from Georgetown University. She brings to the Board her experience in marketing strategy and career with some of the world's largest firms, which provides the Board with invaluable business insight and expertise in overall sales and marketing strategies.
Information about the Nominees
| RECOMMENDATION OF THE BOARD OF DIRECTORS: | The Board of Directors recommends that Stockholders vote "FOR" the election of each of the nine nominees for director. |
Information about Directors and Committee Membership
Information about Directors and Committee Membership
Information about Directors and Committee Membership
| Name | Audit | Compensation | Nominating and Corporate Governance | | Sally Ashford | — | Member | Chair | | Stephen A. Carter | — | Member | — | | David Flaschen(1) | Member | Chair | — | | M. Sean Griffey | — | — | — | | Don Hawk | — | — | — | | Patrick Martell(2) | — | — | — | | Gary Nugent | — | — | — | | Perfecto Sanchez(1) | Member | — | Member | | Christina Van Houten(1)(3) | Chair | Member | Member |
Information about Directors and Committee Membership
(1) Independent Director (2) Chairperson of the Board (3) Audit Committee Financial Expert
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION In December 2024, the Board approved the 2025 Non-Employee Director Compensation Plan (the "NED Plan"). All non-employee directors, excluding our Chairperson, received the following compensation in 2025: (i) a base annual retainer of $20,000; (ii) a fee of $1,500 for attendance at each Board meeting; and (iii) a fee of $1,000 for attendance at each Committee meeting. On July 24, 2025, the date of our 2025 Annual Meeting of Stockholders, non-employee directors, excluding our Chairperson, received an annual grant of a stock option to purchase, at the fair market value on the date of grant, 5,000 shares of our common stock, which options are exercisable on the first anniversary of the date of grant. New non-employee directors will receive an initial grant of a stock option to purchase 2,500 shares of our common stock upon the commencement of service with the Company and must serve on the Board for at least six months to be eligible to receive the annual grant of options to purchase 5,000 shares of common stock. In December 2024, Mary McDowell, the former Chairperson of our Board, received an annual equity award of 7,569 in restricted stock units ("RSUs") that vested in full on the first anniversary of the grant date and 50% of a $100,000 annual cash retainer, with the remaining 50% of the annual cash retainer paid in August 2025.
DIRECTOR COMPENSATION
| Informa TechTarget | Proxy Statement for 2026 Annual Meeting of Stockholders | 14 |
DIRECTOR COMPENSATION
Under the NED Plan, each non-employee director, excluding our Chairperson, serving as a member of a committee will receive, on an annual basis, the following retainer amounts for committee service: each member of the Audit Committee: $5,000; each member of the Compensation Committee: $2,500; and each member of the Nominating and Corporate Governance Committee: $2,500. Each committee chairperson receives the following annual retainers: Chair of the Audit Committee: $10,000; Chair of the Compensation Committee: $5,000; and Chair of the Nominating and Corporate Governance Committee: $5,000. Directors are also reimbursed for any actual out-of-pocket expenses incurred in attending any meetings. The Company's compensation policy is to pay non-employee directors their retainers in advance in December for the next fiscal year and to pay meeting fees in arrears in August for the period from January to July and in December for the period from August to December. Non-employee directors are entitled to retain their retainers if they cease to be a non-employee director or serve on a committee or as a committee chair. Similarly, our Chairperson is entitled to retain the cash portion of their retainer if they cease to be a non-employee Chair of the Board. In accordance with the terms of the NED Plan, which is reviewed and approved annually by the Compensation Committee, non-employee directors, excluding our Chairperson, receive RSUs as payment for their retainers and meeting attendance fees under our 2024 Incentive Plan. These RSUs are valued at the fair market value on the date of grant and are fully vested upon grant. Our Chairperson receives an annual equity award retainer in the form of RSUs that vests in full on the first anniversary of the grant date. In December 2025, the Board approved the 2026 Non-Employee Director Compensation Plan (the "2026 NED Plan"). The 2026 NED Plan follows the same structure as the prior year NED Plan. However, the Board approved payment of a $1,000 fee to any director designated to serve on an ad hoc Related Party Transaction Committee (an "RPT Committee"), for attendance at each RPT Committee meeting that is convened in accordance with the Stockholders Agreement.
Fiscal 2025 Director Compensation
Fiscal 2025 Director Compensation The following table details the compensation for 2025 of our non-employee directors:
Fiscal 2025 Director Compensation
| Name | Fees earned or paid in cash($) | Stock Awards(1)($) | Option Awards(2)($) | Total($) | | Sally Ashford(3) | — | — | — | — | | Stephen A. Carter(3) | — | — | — | — | | David Flaschen | — | 52,506 | 43,500 | 96,006 | | M. Sean Griffey | — | 30,504 | 43,500 | 74,004 | | Don Hawk(4) | — | 26,004 | 43,500 | 69,504 | | Mary McDowell(5) | 100,000 | 150,005 | — | 250,005 | | Gary Nugent(4) | — | — | — | — | | Perfecto Sanchez | — | 47,505 | 43,500 | 91,005 | | Christina G. Van Houten | — | 60,503 | 43,500 | 104,003 |
Fiscal 2025 Director Compensation
(1) The "Stock Awards" column reflects the aggregate grant date fair value of the RSUs granted to each director during 2025 computed in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("ASC 718"). For the assumptions used to calculate the fair value of the equity awards granted, see Note 11 to our 2025 audited consolidated financial statements in our Form 10-K. The aggregate number of unvested RSUs outstanding as of December 31, 2025 for our non-employee directors was as follows: 0 for Mr. Flaschen, 0 for Mr. Griffey, 0 for Mr. Hawk, 25,744 for Ms. McDowell, 0 for Mr. Sanchez, and 0 for Ms. Van Houten. (2) The "Option Awards" column reflects the aggregate grant date fair value of the option awards granted to directors during 2025, computed in accordance with ASC 718. We use the Black-Scholes option pricing model to determine the fair value of option awards. For the assumptions used to calculate the fair value of the option awards granted, see Note 11 to our 2025 audited consolidated financial statements in our Form 10-K. The aggregate number of unvested stock options outstanding as of December 31, 2025 for our non-employee directors was as follows: 5,000 for Mr. Flaschen, 5,000 for Mr. Griffey, 5,000 for Mr. Hawk, 0 for Ms. McDowell, 5,000 for Mr. Sanchez, and 5,000 for Ms. Van Houten. (3) Ms. Ashford and Mr. Carter are not eligible for compensation under the NED Plan. Similarly, Mr. Martell, as an executive of Informa, is not eligible for compensation under the 2026 NED Plan approved in December 2026. (4) Mr. Nugent, while serving in an executive role, is not eligible for compensation under the NED Plan. Please refer to the section titled "Executive Compensation Tables - Summary Compensation Table" for compensation paid to Mr. Nugent in 2025. Mr. Hawk was not eligible for compensation under the NED Plan during the period in which he served in an executive role. (5) Ms. McDowell resigned from the Board, effective February 27, 2026.
Compensation Discussion and Analysis
process, as well as the compensation paid to our named executive officers in 2025. Our named executive officers for 2025 were: Gary Nugent, Chief Executive Officer • Daniel T. Noreck, Chief Financial Officer and Treasurer • Steven Niemiec, Chief Revenue Officer • William T. Morelli, President & General Manager - Intelligence & Advisory • Charles D. Rennick, Vice President, General Counsel, and Corporate Secretary • Rebecca Kitchens, Former President - Informa TechTarget & General Manager - Brand to Demand* • Don Hawk, Former Executive Director, Product Innovation** * Ms. Kitchens ceased serving as our President - Informa TechTarget & General Manager - Brand to Demand and departed as an employee of Informa TechTarget effective as of July 31, 2025. ** Mr. Hawk ceased serving as our Executive Director, Product Innovation and departed as an employee of Informa TechTarget effective as of June 2, 2025. Overview and Compensation Philosophy. The primary objectives of our Compensation Committee and our Board with respect to executive compensation are to continue to attract, retain, and motivate high-performing executives, align executive incentives to support both immediate corporate goals and long-term strategic objectives, and motivate and reward above-expected performance by linking executive compensation to business objective achievement. A higher portion of total executive compensation is weighted towards variable pay elements, such as short-term and long-term incentives that are linked to performance-based objectives to better align our executive compensation incentives with the long-term interests of our stockholders. Compensation Committee. The Compensation Committee's responsibilities include regular meetings throughout the year to manage and evaluate the executive compensation program, determining the main components of compensation for executive officers, including base salary, equity, and cash performance incentives. These decisions are typically made during scheduled meetings but may also occur at other times to address hiring determinations, internal promotions, or other special circumstances. The Compensation Committee's decisions may be subject to final approval by the Board. The Compensation Committee may also invite other employees, outside advisors, consultants, or experts to participate in meetings and request presentations or background information from these individuals as appropriate. The Compensation Committee reviews and approves compensation for our executive officers with input from our CEO. Our CEO works closely with the Compensation Committee in managing the executive compensation program and attends some committee meetings, however, our CEO does not participate in determining his own compensation and is not present during discussions or decisions regarding his compensation. Elements of Executive Compensation. Our executive compensation consists of the following elements: (i) base salary; (ii) annual and long-term target bonuses; (iii) participation in our employee benefit plans; (iv) the right to receive equity awards as determined by our Compensation Committee; and (v) retention bonuses for certain executives. The Compensation Committee views each element of compensation as related but distinct. While the Compensation Committee reviews total compensation, it does not believe that significant compensation derived from one element should necessarily negate or reduce compensation from other elements. The Compensation Committee assesses the appropriate level for each compensation element based on internal fairness, consistency, and other relevant considerations, such as executive compensation levels at other companies with which the Company competes. For 2025, the overall mix of executive compensation included a balance of cash and non-cash compensation, taking into account existing long-term equity awards. Base Salary. Base salaries recognize the experience, skills, knowledge, and responsibilities required of all employees, including our executive officers. For executive officers, initial base salaries are typically established in the offer letter at the outset of employment. The Company sets base salary compensation at levels designed to retain, motivate, and, when necessary, attract individuals in a competitive environment, ensuring that executive officers contribute to the Company's overall business goals and success. The Compensation Committee considers base salary compensation offered by companies identified as competitors, as well as other comparable private and public companies with which the Company competes for executive talent. Additionally, the Compensation Committee periodically evaluates each executive's cash and equity compensation levels, most recently in 2025, to determine if adjustments are necessary. In September 2025, the Compensation Committee approved the following base salaries for Mr. Morelli, Mr. Noreck, Mr. Niemiec, and Mr. Rennick, respectively: $304,500, $330,000, $400,000, and $258,500. For Mr. Noreck and Mr. Rennick, the new base salaries reflected a 10% increase to their 2024 base salaries ($300,000 and $235,000, respectively) and was applied retroactively to January 1, 2025. Under Ms. Kitchen's and Mr. Hawk's employment agreements, they were entitled to a base salary of $400,000 and $480,000, respectively. Retention Awards. Following discussions earlier in 2025 regarding retention strategies for key executives, in September
Short-Term Incentive Plan
Short-Term Incentive Plan Plan Performance Metrics and Individual Goals. The Compensation Committee designed the 2025 Short-Term Incentive Plan (the "2025 Bonus Plan") in a manner that it believed would focus and motivate our management to achieve key company financial and strategic objectives and reward senior leaders and executive officers for achievement of these measures of operating performance. In September 2025, the Compensation Committee approved the 2025 Bonus Plan performance metrics. The Compensation Committee concluded that "Revenue" (as defined by Generally Accepted Accounting Principles ("GAAP")) and Operating Profit, a non-GAAP financial measure calculated based on profit generated excluding certain non-operating items (such as net interest, income taxes, amortization of acquired intangibles, asset and goodwill impairments, and merger, acquisition, or restructuring costs), were the appropriate measurements of our performance with respect to the 2025 Bonus Plan. The Compensation Committee established the relevant Revenue and Operating Profit targets used in the 2025 Bonus Plan by taking into consideration the performance of Informa TechTarget, the 2025 budget, as well as projected revenue and operating profit. After the Compensation Committee established the 2025 Bonus Plan performance targets, it assigned a target bonus amount to each executive officer (other than Mr. Nugent) based on a recommendation from Mr. Nugent, as well as the various factors noted above, including consideration of the annual budget and our strategic and financial goals of improving our product offerings, deepening customer relationships, and strengthening our market position. Mr. Nugent's target bonus amount was determined by the Compensation Committee based on the same factors noted above without input from Mr. Nugent. The Compensation Committee approved the following target bonus amounts for Mr. Nugent, Mr. Noreck, Mr. Niemiec, Mr. Morelli, Mr. Rennick, Ms. Kitchens, and Mr. Hawk for 2025: $562,500, $330,000, $400,000, $152,250, $129,250, $0 and $0, respectively. Bonuses under the 2025 Bonus Plan are based 80% on attainment of the Revenue target and 20% on attainment of the Operating Profit target, with a minimum 97% achievement threshold required for payout under the 2025 Bonus Plan. Bonus calculations follow a tiered structure, with potential for additional rewards above 100% target achievement. For each additional 1% above the 100% Revenue target, an additional bonus of 10% would be awarded to the executive, with the Revenue component capped at up to 300% payout for all executive officers on this metric, with the exception of Mr. Nugent whose Revenue component cap is 150%. For each additional 1% above the 100% Operating Profit target, an additional bonus of 10% would be awarded to the executive, with the Operating Profit component capped at 150% payout on this metric. The 2025 Bonus Plan allows for adjustments based on individual performance and discretionary bonuses. 2025 Bonus Plan Operation. In order for the executive officers to earn a bonus under the 2025 Bonus Plan, the Company must have achieved the minimum threshold of 97% of the Revenue target (or $520 million) or 97% of the Operating Profit target (or $85.7 million). For instance, if 100% of the targeted bonus for the Revenue component is earned and 20% of the targeted bonus for the Operating Profit component is earned, the total bonus payment to the executive officer would equal 84% ((80% x 100%) + (20% x 20%)) of the executive officer's target bonus amount. Generally, for every .5% increase above the applicable performance target, an executive officer could receive an additional 10% to 20% of their bonus payment. Compensation Clawback. In December 2024, we adopted a written Compensation Recovery Policy ("Clawback Policy") addressing the recoupment of incentive-based compensation from current or former covered officers to ensure compliance with the requirements of Nasdaq Listing Rule 5608, which implements Rule 10D-1 under the Exchange Act. Under the Clawback Policy, the Company will recover any erroneously awarded incentive-based compensation from current or former executive officers subject to the Clawback Policy that was received within the applicable recovery period. The Compensation Committee has the discretion to make all decisions under this policy. 2025 Plan Performance. In 2025, our Revenue and Operating Profit results measured at the end of the fiscal year against their respective targets, were approximately 91% and 51% respectively, which resulted in our named executive officers receiving no payments under the 2025 Bonus Plan:
Short-Term Incentive Plan
| Informa TechTarget | Proxy Statement for 2026 Annual Meeting of Stockholders | 17 |
Short-Term Incentive Plan
| Name and Position | Threshold ($)(1) | Target ($)(2) | Maximum ($)(3) | Actual ($) | | Gary Nugent, Chief Executive Officer | 22,500 | 562,500 | 843,750 | — | | Daniel T. Noreck, Chief Financial Officer and Treasurer | 13,200 | 330,000 | 891,000 | — | | Steve Niemiec, Chief Revenue Officer | 16,000 | 400,000 | 1,080,000 | — | | William T. Morelli, President & GM - Intelligence & Advisory | 6,090 | 152,250 | 411,075 | — | | Charles D. Rennick, VP, General Counsel, and Corporate Secretary | 5,170 | 129,250 | 348,975 | — | | Rebecca Kitchens, Former President | — | — | — | — | | Don Hawk, Former Executive Director, Product Innovation | — | — | — | — |
Short-Term Incentive Plan
Amount payable if 97% of the Operating Profit target was achieved and less than 97% of the Revenue target was achieved. Alternatively, if 97% of the Revenue target was achieved and less than 97% of the Operating Profit target was achieved, then the following threshold amounts would have been due to Mr. Nugent, Mr. Noreck, Mr. Niemiec, Mr. Morelli, Mr. Rennick, Ms. Kitchens, and Mr. Hawk for 2025: $90,000, $52,800, $64,000, $24,360, $20,680, $0, and $0, respectively. (2) Amount payable if 100% of both performance targets were achieved. (3) In the event that the Revenue and Operating Profit metrics were greater than 100% of the targets, then the maximum an executive could earn is capped at 300% payout for the Revenue target (150% for Mr. Nugent) and 150% payout for the Operating Profit target.
Equity Incentive Compensation and Other Benefits
Equity Incentive Compensation and Other Benefits Former TechTarget granted RSUs to attract, motivate, and retain employees, and align their reward to stockholder value creation. Executive officers and key employees received RSU grants under Former TechTarget equity plans, with awards typically vesting in equal annual tranches over three years. The Former TechTarget Compensation Committee approved all grants considering business performance, individual performance and potential, relative award values, and outstanding equity. The Former TechTarget Compensation Committee also reviewed recommendations from the Former CEO and Former Executive Chairman, along with external benchmarking data. Similarly, the current Compensation Committee evaluates equity awards under the 2024 Incentive Plan for attracting, motivating, and retaining executive officers and key employees through time-based long-term incentives granted at hire, annually, and/or occasionally outside regular grant cycles. Equity Grants. In September 2025, the Compensation Committee granted Mr. Nugent 102,497 RSUs, Mr. Noreck 48,105 RSUs, Mr. Niemiec 58,310 RSUs, Mr. Morelli 33,291 RSUs, and Mr. Rennick 28,262 RSUs. These grants vest with respect to one-third of the shares subject to such award per year over three years. The grants were made in recognition of their performance and contributions to Informa TechTarget as well as their expected future contributions to Informa TechTarget. Each of the named executive officers as well as other senior leaders may be eligible for equity awards granted annually by our Compensation Committee and/or occasionally outside of any regular grant cycle based on their expected future contributions, performance, and strategic impact, with awards designed to align their interests with the interests of our stockholders. Employee Benefit Plans. We provide medical, dental and vision insurance, 401(k) plan contributions, life and disability insurance and other broadly available benefit plans to our employees. U.S. employees, including our executive officers, are entitled to certain employee benefits, including: medical, dental, and vision care plans; supplemental vision care plan; flexible spending and health savings accounts for healthcare and dependent care; pre-tax transportation account; life, accidental death and dismemberment, and disability insurance; and a 401(k) plan with pre-tax and Roth options. Under our 401(k) plan, the Company could provide a discretionary matching contribution to all employees after they meet all eligibility requirements. During 2025, the Company matched fifty cents of each dollar of compensation contributed by the participant up to a maximum of $3,000 per year, and such employer contributions vest over a four-year period commencing on the employee's hire date. Effective January 1, 2026, the Company matched 50% of each employee's deferral contributions up to a maximum of 6% of their eligible compensation and the employer contributions now vest over a three-year period commencing on the employee's hire date. Financial Planning, Tax Preparation, and Estate Planning. In 2025, benefits for certain of our named executive officers included making arrangements with a financial counseling firm to provide our executive officers with certain financial, estate and tax planning, and tax preparation services. If a named executive officer elected to participate in this program, Informa TechTarget paid the annual retainer and any fees incurred for the financial counseling firm's services to the executive officer during the year. Advisory Vote on Executive Compensation. Stockholders are provided with the opportunity to cast an annual advisory vote on executive compensation, the results of which are taken into consideration by the Compensation Committee. The Compensation Committee will consider the outcome of future say-on-pay votes and stockholder feedback in its design and implementation of our executive compensation program. At our 2025 Annual Meeting of Stockholders held on July 24, 2025, approximately 92.5% of the votes cast approved of our executive compensation program on an advisory basis.
Equity Incentive Compensation and Other Benefits
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Equity Incentive Compensation and Other Benefits
Employment Agreements. The Company has entered into employment agreements with Mr. Noreck and Mr. Niemiec and letter arrangements with Mr. Morelli and Mr. Rennick (the "Employment Agreements") which generally provide for certain benefits while employed at Informa TechTarget, including base salary, an annual target bonus, participation in employee benefit plans, and the right to receive equity awards as determined by our Compensation Committee. The Employment Agreements for Mr. Noreck and Mr. Niemiec have a renewable one-year term and also provide for the payment of severance benefits upon the expiration of the term or upon a termination of employment. Mr. Morelli and Mr. Rennick are employed at will and their Employment Agreements contain certain notice provisions and, in the case of Mr. Morelli, the payment of notice pay should he, or the Company, elect to terminate employment under certain conditions. The Employment Agreement for Mr. Hawk provided for a six-month employment term and also provided for certain severance benefits upon the expiration of the term or upon earlier termination of employment. Mr. Hawk ceased serving as our Executive Director, Product Innovation and departed as an employee of Informa TechTarget effective as of June 2, 2025. In connection with his departure, Mr. Hawk was entitled to receive the severance benefits specified in his Employment Agreement as described below in "Employment Agreements and Potential Payments Upon Termination or Change of Control - Severance Benefits of Mr. Hawk." The Employment Agreement for Ms. Kitchens provided for a renewable one-year term and also provided for the payment of severance benefits upon the expiration of the term or upon a termination of employment. Ms. Kitchens ceased serving as our President - Informa TechTarget & General Manager - Brand to Demand and departed as an employee of Informa TechTarget effective as of July 31, 2025. In connection with her departure, Ms. Kitchens was entitled to receive the severance benefits specified in her Employment Agreement as described below in "Employment Agreements and Potential Payments Upon Termination or Change of Control - Severance Benefits of Ms. Kitchens." Additionally, the Employment Agreements or the applicable restricted stock unit award agreements and associated equity plans describe the treatment of equity in the event of a termination of employment under certain circumstances or a change in control. The Employment Agreements are described in more detail below under the heading "Employment Agreements and Potential Payments Upon Termination or Change in Control." Informa TechTarget entered into a secondment agreement with Informa Support Services, Inc. ("ISSI") (the "Secondment Agreement"), which governs the provision of Mr. Nugent's services as our Chief Executive Officer until such time as the Secondment Agreement is terminated (the "Secondment Period"). During the Secondment Period, Mr. Nugent is and will continue to be an employee of ISSI, and ISSI will pay Mr. Nugent's salary and bonus and provide or make available the insurance, pension, and other benefits to which he is entitled under his employment agreement with ISSI. However, Informa TechTarget is solely responsible for determining Mr. Nugent's compensation (other than equity compensation with respect to Informa) during the Secondment Period, including with respect to the amount of any annual bonus amount payable to him, including the bonus payable under the 2025 Bonus Plan, and may grant Mr. Nugent Informa TechTarget equity awards in accordance with its normal reward cycle, such as the RSU award granted to Mr. Nugent in September 2025. Informa awarded Mr. Nugent 52,259 shares of Informa stock under the Informa 2025 Long-Term Incentive Plan on August 1, 2025 with a grant date fair value of $593,449 (or, 449,992 GBP) subject to the achievement of certain Informa performance conditions and Mr. Morelli 14,145 shares of Informa restricted stock on August 1, 2025 with a grant date fair value of $160,629 (or, 121,800 GBP). Mr. Nugent's Informa share award, subject to the achievement of certain Informa performance conditions, vests on April 14, 2028, and Mr. Morelli’s Informa share award vests on April 14, 2027. No other named executive officers received equity awards from Informa in 2025. During 2025, Mr. Nugent participated in Informa's ShareMatch Plan and US Employee Stock Purchase Plan (collectively, the “Informa Plans”), acquiring approximately 4,116 shares of Informa stock. Tax Considerations. Section 162(m) of the Internal Revenue Code of 1986, as amended, (the "Internal Revenue Code") generally disallows a tax deduction to public companies for compensation in excess of $1 million paid in any one year to each of certain of the Company's current and former executive officers. For taxable years beginning after December 31, 2017, all compensation in excess of $1 million paid in any one year to each of the specified officers that is not covered by applicable rules will not be deductible by us. While our Compensation Committee takes the deductibility limitations of Section 162(m) into account in its compensation decisions, it may authorize compensation payments that are subject to the deduction limitation when it believes that such payments are appropriate to attract and retain executive talent. Benchmarking of Compensation and Equity. The Compensation Committee believes that using peer company compensation information in its executive compensation determinations can be a meaningful factor in determining cash and equity compensation. The Compensation Committee also appreciates that reviewing such external data is not always relevant and, therefore, the Compensation Committee also relies on other factors, including the Compensation Committee's own substantial business and industry experience, in setting executive compensation. In 2025, the Compensation Committee determined that the Company's peer group included the following public companies: Ziff Davis, ZoomInfo Technologies, LiveRamp, DoubleVerify, Magnite, Integral Ad Science Holding, Forrester Research, Emerald Holding, SEMrush Holdings, Comscore, Cardlytics, Hackett Group, PubMatic, Fluent, and ON24. Management provided the Compensation Committee with compensation data about these peers compiled from publicly available information. With regard to the Company's CEO and CFO, both of these roles are generally consistent from company to company, therefore,
Equity Incentive Compensation and Other Benefits
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Equity Incentive Compensation and Other Benefits
the Compensation Committee is able to compare the compensation of these positions based on public company filings and certain private company data for companies with similar financial and operational characteristics, including market capitalization (where applicable), revenue, profitability, headcount, industry, and geography. Additionally, for the other executive officers whose positions are more distinct and may not be as readily benchmarked by title, compensation information was compared against analogous positions in other public and private companies in the industry with similar financial and operational characteristics by function and responsibilities. The Compensation Committee took this information into consideration when evaluating compensation of its executive officers in 2025. Additionally, the Compensation Committee considered factors that contributed to the executive's value to the Company, such as length of service, area of responsibility, and specific skills. Based on the Compensation Committee's review of the compensation data available regarding the executives in its peer group among the other factors listed above, the Compensation Committee increased the base salary for Mr. Noreck and Mr. Rennick by 10%, from $300,000 to $330,000 and from $235,000 to $258,500, respectively, and set the target bonuses for all of the named executive officers under the 2025 Bonus Plan. The Compensation Committee has not retained a compensation consultant for purposes of advising on executive compensation.
Summary Compensation Table
Summary Compensation Table The following table sets forth the compensation paid or earned for 2025, 2024, and 2023 for our named executive officers.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compen-sation ($)(4) | Total($) | | Gary Nugent(5) | 2025 | 562,500 | — | 703,129 | — | — | 1,265,629 | | Chief Executive Officer | 2024 | 543,385 | 275,017 | — | — | 52,891 | 871,293 | | | — | — | — | — | — | — | — | | Daniel T. Noreck | 2025 | 330,000 | — | 330,000 | — | 15,000 | 675,000 | | Chief Financial Officer and | 2024 | 300,000 | 75,000 | 978,840 | 31,500 | 689,310 | 2,074,650 | | Treasurer | 2023 | 300,000 | — | 503,910 | — | 15,000 | 818,910 | | Steve Niemiec | 2025 | 400,000 | — | 400,007 | — | 15,000 | 815,007 | | Chief Revenue Officer | 2024 | 400,000 | — | 2,481,190 | 31,500 | 2,423,250 | 5,335,940 | | | 2023 | 400,000 | — | 3,880,800 | — | 15,000 | 4,295,800 | | William T. Morelli(5) | 2025 | 304,500 | — | 228,376 | — | — | 532,876 | | President & GM | — | — | — | — | — | — | — | | Intelligence & Advisory | — | — | — | — | — | — | — | | Charles D. Rennick | 2025 | 258,500 | — | 193,877 | — | 3,000 | 455,377 | | VP, General Counsel and | 2024 | — | — | — | — | — | — | | Corporate Secretary | 2023 | — | — | — | — | — | — | | Rebecca Kitchens(6) | 2025 | 769,308 | — | — | — | 3,000 | 772,308 | | Former President & GM | 2024 | 400,000 | — | 2,447,100 | 31,500 | 2,379,140 | 5,257,740 | | Brand to Demand | 2023 | 400,000 | — | 3,926,780 | — | 3,000 | 4,329,780 | | Don Hawk(6) | 2025 | 494,583 | — | — | — | 3,000 | 497,583 | | Former Executive Director | 2024 | 480,000 | — | — | 31,500 | 741,530 | 1,253,030 | | Product Innovation | 2023 | 480,000 | — | 366,480 | — | 3,000 | 849,480 |
Summary Compensation Table
(1) The amounts in this column for 2024 reflect (i) the cash transaction bonus awarded to Mr. Noreck in an aggregate amount of $75,000, $37,500 of which became payable upon the execution of the Transaction agreement and $37,500 of which became payable at the Closing and (ii) a cash bonus paid to Mr. Nugent in his capacity as an executive of Informa totaling $275,017. (2) The amounts in this column reflect the aggregate grant date fair value of RSU and common stock awards computed in accordance with ASC 718 granted to each named executive officer during the applicable year. See Note 11 to the audited consolidated financial statements in our Form 10-K with respect to the assumptions underlying the valuation of equity awards. For 2025, the amounts in this column for Messrs Nugent, Noreck, Niemiec, Morelli and Rennick reflect the aggregate grant date fair value of RSUs awarded in September 2025. (3) The amounts reported in this column reflect the cash portion of the bonus payments to our named executive officers under the 2025 Bonus Plan. For 2024 and 2023, the amounts reflect the cash portion of the bonus payments under the Former TechTarget Executive Incentive Bonus Plans for the applicable years. For more information, see "Compensation Discussion and Analysis - Executive Incentive Bonus Plan" and “Compensation Discussion and Analysis – Executive Incentive Compensation and Other Benefits” above. Excluding Mr. Nugent, these amounts represent matching 401(k) contributions, the value of acceleration of RSUs previously granted by Former TechTarget in connection with the Transaction, and costs to the Company for services incurred to provide
Summary Compensation Table
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Summary Compensation Table
financial counseling services including finances, estate and tax planning, and tax preparation services ("Financial Services"). Matching 401(k) contributions were $3,000 per named executive officer in 2025, excluding Mr. Nugent and Mr. Morelli, who received matching pension and/or 401(k) contributions of $10,255 and $13,466, respectively. Amounts reflecting the value of the acceleration of RSUs previously granted by Former TechTarget in connection with the Transaction for Mr. Noreck, Ms. Kitchens, Mr. Niemiec, and Mr. Hawk were, $674,310, $2,379,140, $2,408,250, and $738,530, respectively. Financial Services for 2025 for Ms. Kitchens and Messrs. Nugent, Noreck, Niemiec, Morelli, Rennick and Hawk were $0, $0, $12,000, $12,000, $0, $0 and $0, respectively. In addition to the amounts reported in this table, Mr. Nugent's compensation for 2025 includes 52,259 shares in Informa stock granted by Informa to Mr. Nugent, with a grant date fair value of $593,449 ("Nugent Award"), under the Informa 2025 Long-Term Incentive Plan. Mr. Nugent’s stock award, subject to the achievement of certain Informa performance conditions, will vest on April 14, 2028 and is not reimbursed by the Company to Informa. Mr. Nugent also acquired Informa stock through participation in the Informa Plans. Mr. Morelli’s compensation for 2025 includes 14,145 shares in restricted stock awards granted by Informa to Mr. Morelli, with a grant date fair value of $160,629 ("Morelli Award"). The Morelli Award will vest on April 14, 2027. The total value of both the Nugent Award and the Morelli Award was denominated in GBP, and the amount reported reflects the average exchange rate of 1.3188 USD per GBP for the year ended December 31, 2025. For more information, see “Compensation Discussion and Analysis – Executive Incentive Compensation and Other Benefits” above. (6) Ms. Kitchens, our Former President, departed from her employment with the Company effective as of July 31, 2025. Mr. Hawk, departed from his employment with the Company effective as of June 2, 2025.
Grants of Plan-Based Awards For 2025
Grants of Plan-Based Awards For 2025 The following table sets forth grants of plan-based awards made during 2025 to our named executive officers. The non-equity incentive plan awards were granted under our 2025 Bonus Plan, as described in greater detail in "Compensation Discussion and Analysis – Short-Term Incentive Plan" above. The equity incentive plan awards were granted under our 2024 Incentive Plan. The vesting schedule for the awards is set forth below in the table "Outstanding Equity Awards at Fiscal Year-End for 2025" below.
Grants of Plan-Based Awards For 2025
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | | | | Name | Award Type | Grant Date | Threshold($) | Target($) | Maximum($) | All Other Stock Awards: Number of Shares of Stock or Units(2) | Grant Date Fair Value of Stock and Stock Option Awards($)(3) | | Gary Nugent | RSU | 9/22/2025 | — | — | — | 102,497 | 703,129 | | | Cash | | — | 562,500 | 843,750 | — | — | | Daniel T. Noreck | RSU | 9/22/2025 | — | — | — | 48,105 | 330,000 | | | Cash | | — | 330,000 | 891,000 | | | | Steve Niemiec | RSU | 9/22/2025 | — | — | — | 58,310 | 400,007 | | | Cash | | — | 400,000 | 1,080,000 | — | — | | William T. Morelli | RSU | 9/22/2025 | — | — | — | 33,291 | 228,376 | | | Cash | | — | 152,250 | 411,075 | | | | Charles D. Rennick | RSU | 9/22/2025 | — | — | — | 28,262 | 193,877 | | | Cash | | — | 129,250 | 348,975 | — | — | | Rebecca Kitchens | | — | — | — | — | — | — | | Don Hawk | | — | — | — | — | — | — |
Grants of Plan-Based Awards For 2025
(1) Represents the range of possible payouts of our named executive officers under the 2025 Bonus Plan, which range between no payout at 0% achievement and payout at the maximum capped amounts of the applicable target annual bonus opportunity, as further described above under "Compensation Discussion and Analysis – Short-Term Incentive Plan." (2) Represents an RSU award granted to the named executive officer in accordance with our executive compensation program. (3) Amounts in this column represent the grant date fair value of each award computed in accordance with ASC 718. For a discussion of the assumptions underlying this valuation, see Note 11 to our audited consolidated financial statements included in our Form 10-K.
Outstanding Equity Awards at Fiscal Year End for 2025
Outstanding Equity Awards at Fiscal Year End for 2025 The following table summarizes the outstanding equity award holdings of our named executive officers as of December 31, 2025.
Outstanding Equity Awards at Fiscal Year End for 2025
| | | Stock Awards | | | Name | Grant Date | Number of Shares or Units of Stock that Have Not Vested(#) | Market Value of Shares or Units of Stock that Have Not Vested($)(1) | | Gary Nugent | 9/22/2025 | 102,497(2) | 553,484 | | Daniel T. Noreck | 9/22/2025 | 37,749(3) | 203,845 | | | 8/13/2024 | 48,105(4) | 259,767 | | Steve Niemiec | 9/22/2025 | 58,310(5) | 314,874 | | | 8/13/2024 | 94,374(6) | 509,620 | | William T. Morelli | 9/22/2025 | 33,291(7) | 179,771 | | Charles D. Rennick | 9/22/2025 | 28,262(8) | 152,615 | | | 8/13/2024 | 15,728(9) | 84,931 | | Rebecca Kitchens | — | — | — | | Don Hawk | — | — | — |
Outstanding Equity Awards at Fiscal Year End for 2025
(1) The amounts shown in this column are for RSUs. The value of the RSUs is based on $5.40, which was the closing price of the Company's stock on December 31, 2025, the last trading day of the Company's most recently completed fiscal year. (2) Mr. Nugent's RSUs vest as follows: 34,166, 34,166, and 34,165 on September 22, 2026, 2027, and 2028, respectively. (3) Mr. Noreck's RSUs vest as follows: 16,035 on each of September 22, 2026, 2027, and 2028, respectively. (4) Mr. Noreck's RSUs vest as follows: 18,875 and 18,874 on August 13, 2026 and 2027, respectively. (5) Mr. Niemiec's RSUs vest as follows: 19,437, 19,437, and 19,436 on September 22, 2026, 2027, and 2028, respectively. (6) Mr. Niemiec's RSUs vest as follows: 47,187 on each of August 13, 2026 and 2027. (7) Mr. Morelli's RSUs vest as follows: 11,097 on each of September 22, 2026, 2027, and 2028. (8) Mr. Rennick's RSUs vest as follows: 9,421, 9,421, and 9,420 on September 22, 2026, 2027, and 2028, respectively. (9) Mr. Rennick's RSUs vest as follows: 7,864 on each of August 13, 2026 and 2027, respectively.
Option Exercises and Stock Vested for 2025
Option Exercises and Stock Vested for 2025 The following table sets forth the aggregate number of RSU awards that vested for our named executive officers in 2025, including RSUs granted under the 2017 Plan. There were no option exercises during 2025 for our named executive officers and none of our named executive officers have outstanding options that are vested and exercisable but have not been exercised.
Option Exercises and Stock Vested for 2025
| | Stock Awards | | | Name | Number of Shares Acquired On Vesting(#) | Value Realized On Vesting($)(1) | | Gary Nugent | — | — | | Daniel T. Noreck | 18,875(2) | 114,571 | | Steve Niemiec | 47,187(3) | 286,425 | | William T. Morelli | — | — | | Charles D. Rennick | 7,865(4) | 47,741 | | Rebecca Kitchens | 141,561(5) | 859,275 | | Don Hawk | — | — |
Option Exercises and Stock Vested for 2025
(1) Values shown represent the number of shares multiplied by the closing price of the Company's common stock on the applicable vesting date. (2) Pursuant to the terms of the applicable RSU award agreement with Mr. Noreck: 18,875 shares that vested August 13, 2025 were deferred and delivered on August 21, 2025. (3) Pursuant to the terms of the applicable RSU award agreement with Mr. Niemiec: 47,187 shares that vested August 13, 2025 were deferred and delivered on August 28, 2025. (4) Pursuant to the terms of the applicable RSU award agreement with Mr. Rennick: 7,865 shares that vested August 13, 2025 were deferred and delivered on August 21, 2025. (5) Pursuant to the terms of the separation agreement included in that certain Release of Claims Agreement dated August 1, 2025 between the Company and Ms. Kitchens, all of Ms. Kitchen's unvested RSUs vested as of August 1, 2025 and were settled and delivered in accordance with the terms of the applicable RSU award agreement.
Nonqualified Deferred Compensation for 2025
Nonqualified Deferred Compensation for 2025 The following table sets forth the aggregate value of shares underlying RSUs the receipt of which were deferred in accordance with the terms of the applicable RSU award agreements during 2025. For more information, see "Compensation Discussion and Analysis – Executive Incentive Compensation and Other Benefits" above.
Nonqualified Deferred Compensation for 2025
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Nonqualified Deferred Compensation for 2025
| Name | Executive Contribution in Last Fiscal Year($)(1) | Aggregate Earnings in Last FY($)(2) | Aggregate Withdrawals/ Distributions($)(3) | Aggregate Balance at Last FYE($) | | Gary Nugent | — | — | — | — | | Daniel T. Noreck | 114,571 | — | 113,628 | — | | Steve Niemiec | 286,425 | — | 276,988 | — | | William T. Morelli | — | — | — | — | | Charles D. Rennick | 47,741 | — | 47,347 | — | | Rebecca Kitchens | 859,275 | — | 859,275 | — | | Don Hawk | — | — | — | — |
Nonqualified Deferred Compensation for 2025
Represents the amount that would have been earned if the underlying RSUs had been delivered on the vesting date. (2) Represents appreciation in the value, if any, of the shares from date of deferral to date of delivery. (3) Represents fair market value of the shares on the date of delivery.
Employment Agreements and Potential Payments Upon Termination or Change of Control
Employment Agreements and Potential Payments Upon Termination or Change of Control The Employment Agreements may require us to make certain payments and/or provide certain benefits to our executives in the event of a termination of employment under certain circumstances or a change of control of the Company. The following sections summarize the material terms of the Employment Agreements and the payments that would be made to each of Mr. Noreck, Mr. Niemiec, Mr. Morelli, and Mr. Rennick assuming one of the events described below occurs or has occurred. As described under the "Compensation Discussion and Analysis - Equity Incentive Compensation and Other Benefits – Employment Agreements" section of this Proxy Statement, the provision of Mr. Nugent's services as our Chief Executive Officer is governed by the Secondment Agreement. Mr. Nugent is not entitled to any severance or change in control compensation; provided, however, Informa TechTarget is required to reimburse Informa for certain expenses, including separation benefits, under the Secondment Agreement to the extent Mr. Nugent's employment with ISSI is terminated during the Secondment Period, if: (i) Informa's termination of Mr. Nugent's employment with ISSI during the term of the Secondment Agreement is without "cause" and the Board has provided its prior approval to such termination, or (ii) Mr. Nugent terminates his employment with ISSI for "good reason" and the termination for "good reason" is due to an act, omission, or decision by Informa TechTarget. For purposes of the Secondment Agreement and the associated Employment Letter Agreement with Mr. Nugent, "cause" means: (a) commission of an act of gross negligence, willful misconduct, fraud, embezzlement, material dishonesty or theft; (b) arrest and/or conviction for a felony or any crime involving moral turpitude, fraud, dishonesty, or any other crime that impacts job duties and/or adversely affects ISSI's or its affiliates reputations, operations, or financial performance; (c) material breach of any agreement with ISSI; (d) failure to follow or implement the reasonable instructions or policies of ISSI or its affiliates; (e) material breach of duties and obligations; (f) refusal to follow the lawful directives of ISSI or its affiliates; (g) use of illegal drugs or any illegal substances; (h) violation of ISSI or its affiliates anti-harassment policy; (i) issuance of a consent decree, cease and desist, or similar order against Mr. Nugent; (j) any other act or omission that materially impairs ISSI's financial condition or reputation or that of any of its affiliates. For purposes of the Secondment Agreement and associated employment agreement with Mr. Nugent, "good reason" means: (I) a more than 25% reduction in base salary other than a reduction that is imposed proportionally on other similarly situated employees of ISSI; (II) any action or inaction that constitutes a material breach by ISSI of any material provision of the employment agreement. Informa TechTarget is not required to reimburse Informa in relation to any equity grants in Informa stock (including any taxes, fees, or levies paid or accrued in connection therewith). Material Terms of the Employment Agreements — Termination of Employment. For both Mr. Noreck and Mr. Niemiec, the Employment Agreements entitle each to severance benefits if the Company terminates such executive officer's employment in the following situations: (i) without "cause"; (ii) if the executive officer terminates his employment for "good reason"; (iii) death; or (iv) disability. For purposes of the Employment Agreements, "cause" means: (a) any act of fraud or gross misconduct; (b) commission of a felony or a misdemeanor involving moral turpitude, deceit, dishonesty, or fraud; or (c) gross negligence or willful misconduct. Under the Employment Agreements, "good reason" means: (I) a material reduction of the executive's annual base salary and/or annual target bonus other than a reduction that is similar to the reduction made to the salary and/or target bonus of all other senior executives; (II) a change in the executive's responsibilities and/or duties which constitutes a demotion; (III) relocation of the offices at which the executive is principally employed to a location more than 50 miles from such offices which relocation is not approved by the executive; (IV) our failure to pay amounts due under the Employment Agreements; or (V) the failure of any successor in interest to the business of the Company to assume our obligations under the Employment Agreements. In the event of a termination of the executive without "cause," by the executive officer for "good reason," as a result of the executive's death or disability, or as a result of the failure by the Company to renew the term of the employment agreement following its expiration, Mr. Noreck and Mr. Niemiec would be entitled to: (1) continued payment of base salary for nine months following termination, (2) payment of a portion of the executive's COBRA costs at active employee rates, which may include a tax gross-up, for up to nine months following termination, (3) payments (prorated over a period of nine months) equal in the aggregate to the greater of (x) 50% of the
Employment Agreements and Potential Payments Upon Termination or Change of Control
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Employment Agreements and Potential Payments Upon Termination or Change of Control
executive's targeted bonus or (y) a pro-rated amount of the target bonus based on the number of months that have passed in the applicable fiscal period; and (4) the accelerated vesting of all equity awards held by the executive in an amount equal to 10% for each year of the executive's service with the Company (including any predecessor thereto), with a minimum of 50% vesting for any executive who has been employed by the Company (including any predecessor thereto) for five years or less. Receipt of such severance payments and benefits by each of Mr. Noreck and Mr. Niemiec is conditioned on providing the Company a release of claims and compliance with applicable restrictive covenants. In the event that each of Mr. Noreck and Mr. Niemiec is terminated for cause or terminates their employment other than for good reason, such executive officer would not be entitled to any of the foregoing severance benefits under their Employment Agreement. Mr. Morelli’s Employment Agreement consists of an Employment Letter Agreement, Mutual Arbitration Agreement, and Confidentiality and Restrictive Covenant Agreement. Mr. Morelli is considered an at-will employee and either he or Informa TechTarget may terminate the employment relationship at any time, with or without cause, and with or without notice subject to certain notice provisions contained in his Employment Letter Agreement. Specifically, the Company agrees to provide Mr. Morelli with at least six months advance notice if it chooses to terminate his employment for reasons other for “Cause” (as defined below) and Mr. Morelli agrees to provide the Company with at least six months advance notice if he chooses to terminate his employment for any reason other than for “Good Reason” (the “Notice Pay”). Under Mr. Morelli’s Employment Letter Agreement, “cause” means: (i) commission of an act of gross negligence, willful misconduct, fraud, embezzlement, material dishonesty or theft with respect to the Company or any of its affiliates; (ii) arrest and/or conviction for a felony or any crime involving moral turpitude, fraud, dishonesty or any other crime which makes Mr. Morelli unable to perform his job duties and/or adversely affects the Company’s or its affiliates’ reputations, operations or financial performance; (iii) material breach of any agreement with the Company or any of its affiliates, including the Employment Letter Agreement and the Confidentiality and Restrictive Covenant Agreement; (iv) failure to follow or implement the reasonable instructions or policies of the Company, continuing after written warning and after the expiration of thirty (30) days for his compliance; (v) material breach of his duties and obligations, following written warning and after the expiration of thirty (30) days to permit him to remedy the breach; (vi) refusal to perform the lawful directives of the Company or its affiliates, following written warning and after the expiration of thirty (30) days to permit him to remedy the breach; (vii) use of illegal drugs or any illegal substance, violation of the Company’s Drug and Alcohol Policy or abuse of alcohol that, in the Company’s judgment, interferes with his performance of any of his job duties; (viii) violation of the Company’s No Harassment Policy as determined by the Company; (ix) the issuance of a final consent decree, cease and desist or similar order against him by a regulatory agency relating to violations or alleged violations of any law or regulation governing the conduct of the business of the Company; and (x) any other act or omission by him that materially impairs the Company’s financial condition or reputation, as determined by the Company. Under Mr. Morelli’s Employment Letter Agreement, "good reason" means any of the following, without Mr. Morelli’s prior written consent: (a) a more than twenty-five percent (25%) reduction in base salary (other than a reduction that is imposed proportionally on other similarly situated employees); (b) a material change in the geographic location at which he must perform the services that increases his commute by more than 50 miles; and (c) any action or inaction that constitutes a material breach by the Company of any material provision of the Employment Letter Agreement. However, none of the foregoing events or conditions will constitute good reason unless Mr. Morelli provides the Company with written objection to the event or condition within 30 days following the occurrence thereof, the Company does not reverse or otherwise cure the event or condition within 30 days of receiving that written objection (the “Cure Period”), and Mr. Morelli resigns his employment within 30 days following the expiration of that Cure Period. Finally, in addition to the notice requirements and payment provisions of Mr. Morelli’s Employment Letter Agreement, he may be entitled to certain severance benefits applicable to eligible company employees under the Company’s severance pay plan, including salary continuation and COBRA benefits, to the extent his termination relates to a job elimination involving a restructuring or downsizing, role elimination, office closure, or change in company direction (the “Severance Plan Benefits”). Mr. Rennick’s Employment Agreement consists of an Offer Letter and Relationship Agreement for Employees (the “Relationship Agreement”). Mr. Rennick is considered an at-will employee and either he or Informa TechTarget may terminate the employment relationship at any time, with or without cause, and generally with or without notice. Mr. Rennick is not entitled to any severance compensation if he voluntarily terminates his employment, is terminated for “cause,” or if his termination is not related to a Change of Control. Under Mr. Rennick’s Relationship Agreement, for “cause” means: (i) willful or reckless failure to perform, or willful or reckless violation of, his duties for or on behalf of the Company (other than a failure resulting from his death or disability), which failure or violation shall not have been cured within a reasonable cure period, upon his receipt of written notice from the Company of said failure or violation; (ii) commission of an act of fraud or theft against the Company or any of its subsidiaries; or (iii) conviction of (or plea of nolo contendere to) any felony. Under Mr. Rennick’s Relationship Agreement, in the event of a termination as a result of a change in control, Mr. Rennick would be entitled to: (a) six (6) months' salary continuation, (b) a prorated portion of his target bonuses based on the termination date, (c) an opportunity to participate in the Company’s medical and dental plans under the same financial arrangement as when employed, and (d) full acceleration of all unvested options, restricted stock units, or other granted equity as of the termination date. Similar to Mr. Morelli, Mr. Rennick may be entitled to the Severance Plan Benefits relating to a job elimination that is not considered a change of control under his Relationship Agreement.
Employment Agreements and Potential Payments Upon Termination or Change of Control
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Employment Agreements and Potential Payments Upon Termination or Change of Control
Severance Benefits of Ms. Kitchens. In connection with our reorganization plan announced in July 2025, Ms. Kitchens agreed to a separation to flatten the executive organizational structure, reduce the spans of control at the senior leadership level, and streamline communications and decision making, and effective July 31, 2025, she ceased serving as our President – Informa TechTarget & General Manager – Brand to Demand and departed as an employee of Informa TechTarget. In connection with her departure, Ms. Kitchens received: (i) continued payment of base salary for nine (9) months following termination; (ii) a pro-rated amount of her target bonus for 2025; (iii) payment of a portion of Ms. Kitchens’ COBRA costs at active employee rates, which may include a tax gross-up, for up to nine (9) months following termination; and (iv) accelerated vesting of all outstanding restricted stock units granted to Ms. Kitchens on August 13, 2024. Severance Benefits of Mr. Hawk. Mr. Hawk ceased serving as our Executive Director, Product Innovation and departed as an employee of Informa TechTarget effective as of June 2, 2025. In connection with his departure, Mr. Hawk received the following severance benefits specified in his Employment Agreement: (i) continued payment of base salary for 11 months following termination, which equals an aggregate amount of $440,000 and (ii) payment of a portion of Mr. Hawk’s COBRA costs at active employee rates, which may include a tax gross-up, for up to 18 months following termination in the amount of $32,753. Material Terms of Executive Employment Agreements — Change of Control. In the event of a change in control (as defined in each respective Employment Agreement), all unvested equity awards held by Mr. Noreck, Mr. Niemiec, and Mr. Rennick will become fully vested and exercisable. In the event of change in control event (as defined in the applicable restricted stock unit agreement), 50% of the unvested equity awards held by Mr. Morelli will become fully vested and exercisable. The remaining 50% will vest in accordance with the original vesting schedule provided in the restricted stock unit agreement, becoming free from conditions or restrictions on each subsequent vesting date. In addition, the remaining 50% shall immediately become free from all conditions or restrictions if, on or prior to the first anniversary of the date of the consummation of the change in control event, Mr. Morelli’s employment is terminated for “good reason” or without “cause” as those terms are defined under the 2024 Incentive Plan. If Mr. Noreck's, Mr. Niemiec's, Mr. Morelli’s or Mr. Rennick's termination of employment results from a change in control event, then both the non-competition and non-solicitation covenants for Mr. Noreck and Mr. Niemiec survive for nine months following the termination of employment, for Mr. Morelli, the non-competition and non-solicitation covenants survive for twelve months, following the termination of employment, and for Mr. Rennick, the non-competition and non-solicitation covenants survive for six months and twelve months, respectively, following the termination of employment. Potential Payments upon a Triggering Event. The following table sets forth information regarding the amounts payable by us pursuant to the terms of the Secondment Agreement and associated Employment Letter Agreement described above to Mr. Nugent and the Employment Agreements described above to each of Mr. Noreck, Mr. Niemiec, Mr. Morelli, and Mr. Rennick in the event there has been a termination of employment and/or Change in Control as defined under the Secondment Agreement, and associated Employment Letter Agreement, and the Employment Agreements, in each case, on December 31, 2025. Because the disclosures in the table assume the occurrence of a termination and/or change in control as of a particular date and under a particular set of circumstances and therefore make a number of important assumptions, the actual amount to be paid to each of our named executive officers upon a termination or change of control may vary significantly from the amounts included herein. Factors that could affect these amounts include the timing during the year of any such event, the continued availability of benefit policies at similar prices and the type of termination event that occurs.
Employment Agreements and Potential Payments Upon Termination or Change of Control
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Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control
| Name | Qualifying Termination ($)(1) | Change of Control Without Termination ($) | Qualifying Termination within 12 Months Following Change of Control ($) | | Gary Nugent | | | | | Cash Severance(2) | 281,250 | — | 281,250 | | Equity Awards(3) | 553,484 | 553,484 | — | | Continuation of Benefits(4) | 8,940 | — | 8,940 | | Other Benefits(5) | 281,250 | — | 281,250 | | Total Value of Benefits | 1,124,924 | 553,484 | 571,440 | | Daniel T. Noreck | | | | | Cash Severance(2) | 241,875 | — | 241,875 | | Equity Awards(3) | 417,250 | 417,250 | — | | Continuation of Benefits(4) | 15,332 | — | 15,332 | | Other Benefits(5) | 247,500 | — | 247,500 | | Total Value of Benefits | 921,957 | 417,250 | 504,707 | | Steve Niemiec | | | | | Cash Severance(2) | 300,000 | — | 300,000 | | Equity Awards(3) | 824,494 | 824,494 | — | | Continuation of Benefits(4) | 16,370 | — | 16,370 | | Other Benefits(5) | 300,000 | — | 300,000 | | Total Value of Benefits | 1,440,864 | 824,494 | 616,370 | | William T. Morelli | | | | | Cash Severance(2) | 271,649 | — | 271,649 | | Equity Awards(3) | — | 89,886 | 89,886 | | Continuation of Benefits(4) | 6,541 | — | 6,541 | | Other Benefits(5) | — | — | — | | Total Value of Benefits | 278,190 | 89,886 | 368,076 | | Charles D. Rennick | | | | | Cash Severance(2) | 89,481 | — | 126,313 | | Equity Awards(3) | — | 237,546 | — | | Continuation of Benefits(4) | 7,556 | — | 10,914 | | Other Benefits(5) | — | — | 64,625 | | Total Value of Benefits | 97,036 | 237,546 | 201,852 |
Potential Payments Upon Termination or Change of Control
A "qualifying termination" means, under Mr. Noreck’s and Mr. Niemiec’s Employment Agreements, Mr. Nugent’s Secondment Agreement and associated Employment Letter Agreement, Mr. Morelli’s Employment Letter Agreement, and Mr. Rennick’s Relationship Agreement, a termination of employment by the Company without "cause," by the executive for "good reason," as a result of his or her death or disability, or, with respect to Mr. Noreck's and Mr. Niemiec's Employment Agreements, as a result of the failure of the Company to extend the employment agreement following the expiration of the then current term. Additionally, for Mr. Morelli and Mr. Rennick, "qualifying termination" means a termination that would be considered a job elimination involving a restructuring or downsizing, role elimination, office closure, or change in company direction resulting in eligibility to receive certain Severance Plan Benefits and, for Mr. Morelli, includes the six months of Notice Pay he would be entitled to receive under his Employment Letter Agreement. (2) In the case of Mr. Nugent, Mr. Morelli (inclusive of Notice Pay), and Mr. Rennick, the amount is equal to six months of their annual salary. In the case of each of Mr. Noreck and Mr. Niemiec, the amount is equal to nine months of their annual salary. (3) Represents the number of shares of our common stock underlying RSU grants that would vest multiplied by $5.40, the closing price of the Company's common stock on December 31, 2025, the last trading day of the Company's fiscal year. (4) Under the Employment Agreements, represents payment of a portion of the executive's COBRA costs at active employee rates, which may include a tax gross-up, for up to nine months following termination, for the periods of salary continuance set forth in footnote 2 above. Under the Secondment Agreement, represents payment of a portion of the executive's benefits, calculated based on a pro-rated amount of the U.S. employee benefits reported in the Summary Compensation Table for the period of salary continuance set forth in footnote 2 above. The total bonus payments due upon a termination following a change in control were calculated based on full-year performance under the 2025 Bonus Plan using the target bonuses for each executive listed in the section titled "Compensation Discussion and Analysis - Executive Incentive Bonus Plan - 2025 Plan Performance."
Potential Payments Upon Termination or Change of Control
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Pay Ratio Disclosure
Pay Ratio Disclosure In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 ("Dodd-Frank Act") and Item 402(u) of Regulation S-K promulgated thereunder and the related SEC guidance ("Pay Ratio Rules"), we are providing the following information about the relationship of our annual total compensation of our median employee to the annual aggregate total compensation of our CEO, Mr. Nugent. For 2025, our last completed fiscal year: The 2025 annual aggregate total compensation for Mr. Nugent was $1,265,629. • Our median employee's (as defined below) annual total compensation was $111,374. • The ratio of the aggregate annual total compensation of Mr. Nugent to our Median Employee's annual total compensation was 11.36 to 1. The methodology that we used to identify the median employee is described below. Annual total compensation is calculated in the same manner as the amount set forth in the "Total" column in the Summary Compensation Table. While the methodology involves several assumptions and adjustments, we believe the pay ratio information set forth above constitutes a reasonable estimate, calculated in a manner consistent with the Pay Ratio Rules. Due to estimates and assumptions permitted under the Pay Ratio Rules, our pay ratio disclosure may not be comparable to the pay ratio disclosure presented by other companies. We determined that, as of December 31, 2025, our total employee population for purposes of calculating the pay ratio in this Proxy Statement including all of our U.S. and international employees, both full-time and part-time, excluding Mr. Nugent, was 1,850. We annualized compensation for employees hired during 2025 and converted the amount of compensation paid to non-U.S. employees to U.S. dollars using average foreign currency exchange rates for 2025. We identified our median employee by reviewing compensation information from our payroll records and providers for 2025 and used a consistently applied compensation measure for 2025, which included total taxable income, or equivalent.
Pay Versus Performance
Pay Versus Performance Our Compensation Committee approves and administers our executive compensation program, which it designs to attract, incentivize, reward, and retain our executive officers. Our program aligns executive pay with stockholder interests and links pay to performance through a blend of short-term and long-term performance measures. As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between the "Compensation Actually Paid" to our named executive officers and certain aspects of our financial performance. For further information regarding our executive compensation program, our compensation philosophy, and how the Company aligns executive compensation with performance, please refer to the "Compensation Discussion and Analysis" beginning on page 15. Note the required compensation and financial information presented in the following table for the years 2024 and 2025 reflects our December 2, 2024 business combination with Informa, whereas all prior years reflect pre-combination compensation and financial information.
Pay Versus Performance
| Pay-Versus-Performance Table | | | | | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compen-sation Table Total for First PEO (1)(2)($) | Summary Compen-sation Table Total for Second PEO (1)(2)($) | Compen-sation Actually Paid to First PEO (3)($) | Compen-sation Actually Paid to Second PEO (3)($) | Average Summary Compen-sation Table Total for Non-PEO Named Executive Officers (4)($) | Average Compen-sation Actually Paid to Non-PEO Named Executive Officers (5)($) | Total Stock-holder Return (6)($) | Peer Group Total Stock-holder Return (7)($) | Net Income (8)($) | Company-Selected Measure (Revenue) (9)($) | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | N/A | 1,265,629 | N/A | 1,115,984 | 624,692 | (275,881) | 9 | 58 | (1,008,306,000) | 486,791,000 | | 2024 | 3,309,863 | 871,293 | 2,128,063 | 871,293 | 3,092,951 | 2,703,612 | 34 | 72 | (165,996,000) | 490,391,000 | | 2023 | 1,989,300 | N/A | (449,438) | N/A | 2,629,398 | 1,507,369 | 59 | 80 | 4,461,000 | 229,963,000 | | 2022 | 10,645,438 | N/A | 379,378 | N/A | 3,207,079 | 1,315,373 | 75 | 68 | 41,609,000 | 297,488,000 | | 2021 | 10,534,913 | N/A | 17,835,652 | N/A | 5,844,045 | 6,474,584 | 162 | 99 | 949,000 | 263,427,000 |
Pay Versus Performance
(1) During 2025, the only Principal Executive Officer ("PEO") was Gary Nugent. During 2024, two individuals served as PEOs. The first PEO included in the table for 2024 is Mike Cotoia (the "First PEO"), and the second PEO is Gary Nugent (the "Second PEO"). The PEO for 2023, 2022, and 2021 is Mr. Cotoia. The dollar amounts reported in column (b) represent the amount of total compensation reported for Mr. Cotoia and Mr. Nugent for each corresponding covered year in the "Total" column of the Summary Compensation Table for each applicable year. Please
Pay Versus Performance
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Pay Versus Performance
refer to "Executive Compensation - Executive Compensation Tables - Fiscal 2025 Summary Compensation Table." The dollar amounts reported in column (c) represent the amount of "compensation actually paid" to Mr. Cotoia and Mr. Nugent, as computed in accordance with Item 402(v) of Regulation S-K for the applicable covered fiscal year. The dollar amounts do not reflect the actual amount of compensation earned or received by or paid to our PEOs during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to our PEOs' total compensation for the applicable covered fiscal year to determine the "compensation actually paid": Mr. Cotoia (First PEO)
Pay Versus Performance
| Year | Reported Summary Compensation Table Total for PEO($) | Less Reported Grant Date Fair Value of Equity Awards in Summary Compensation Table(a)($) | Plus (Less) Equity Award Adjust-ments(b)($) | Average Compensation Actually Paid to PEO($) | | 2025 | N/A | N/A | N/A | N/A | | 2024 | 3,309,863 | — | (1,181,800) | 2,128,063 | | 2023 | 1,989,300 | 1,374,300 | (1,064,438) | (449,438) | | 2022 | 10,645,438 | 9,841,938 | (424,122) | 379,378 | | 2021 | 10,534,913 | 9,731,413 | 17,032,152 | 17,835,652 |
Pay Versus Performance
Mr. Nugent (Second PEO)
Pay Versus Performance
| Year | Reported Summary Compensation Table Total for PEO($) | Less Reported Grant Date Fair Value of Equity Awards in Summary Compensation Table(a)($) | Plus (Less) Equity Award Adjust-ments(b)($) | Average Compensation Actually Paid to PEO($) | | 2025 | 1,265,629 | 703,129 | 553,484 | 1,115,984 | | 2024 | 871,293 | — | — | 871,293 | | 2023 | N/A | N/A | N/A | N/A | | 2022 | N/A | N/A | N/A | N/A | | 2021 | N/A | N/A | N/A | N/A |
Pay Versus Performance
(a) The reported grant date fair value of equity awards represents the total of the amounts reported in the "Stock Awards" columns in the Summary Compensation Table for each covered fiscal year including bonus amounts earned in excess of target that were paid in common stock. (b) The equity award adjustments for each covered fiscal year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of all equity awards granted during the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year; (ii) the amount equal to the change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value of any equity awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year; (iii) for equity awards that are granted and vest in the same covered fiscal year, the fair value as of the vesting date; (iv) for equity awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for equity awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year, the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year. The amounts deducted or added in calculating the equity award adjustments are as follows:
Pay Versus Performance
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Pay Versus Performance
Mr. Cotoia (First PEO)
Pay Versus Performance
| Year | Year End Fair Value of All Outstanding and Unvested Equity Awards Granted during Covered Fiscal Year as of End of Covered Fiscal Year($) | Year over Year Change in Fair Value of Any Outstanding and Unvested Equity Awards Granted in Any Prior Fiscal Year as of End of Covered Fiscal Year($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in Same Covered Fiscal Year($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Any Prior Fiscal Year that Vested in Covered Fiscal Year($) | Fair Value at End of Prior Fiscal Year of Outstand- ing and Unvested Equity Awards Granted in Any Prior Fiscal Year that Failed to Meet Vesting Conditions during Covered Fiscal Year($) | Dollar Value of Dividends or other Earnings Paid on Stock or Option Awards in Covered Fiscal Year Prior to Vesting Date Not Otherwise Included in Total Compensation for Covered Fiscal Year($) | Total Equity Award Adjust-ments($) | | 2025 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | 2024 | 0 | 0 | 0 | (1,181,800) | 0 | 0 | (1,181,800) | | 2023 | 1,568,700 | (1,196,000) | 63,462 | (1,500,600) | 0 | 0 | (1,064,438) | | 2022 | 6,609,000 | (5,676,000) | 3,154,228 | (4,511,350) | 0 | 0 | (424,122) | | 2021 | 8,609,400 | 6,396,250 | 282,502 | 1,744,000 | 0 | 0 | 17,032,152 |
Pay Versus Performance
Mr. Nugent (Second PEO)
Pay Versus Performance
| Year | Year End Fair Value of All Outstanding and Unvested Equity Awards Granted during Covered Fiscal Year as of End of Covered Fiscal Year($) | Year over Year Change in Fair Value of Any Outstanding and Unvested Equity Awards Granted in Any Prior Fiscal Year as of End of Covered Fiscal Year($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in Same Covered Fiscal Year($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Any Prior Fiscal Year that Vested in Covered Fiscal Year($) | Fair Value at End of Prior Fiscal Year of Outstand- ing and Unvested Equity Awards Granted in Any Prior Fiscal Year that Failed to Meet Vesting Conditions during Covered Fiscal Year($) | Dollar Value of Dividends or other Earnings Paid on Stock or Option Awards in Covered Fiscal Year Prior to Vesting Date Not Otherwise Included in Total Compensation for Covered Fiscal Year($) | Total Equity Award Adjust-ments($) | | 2025 | 553,484 | 0 | 0 | 0 | 0 | 0 | 553,484 | | 2024 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | 2023 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | 2022 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | 2021 | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
Pay Versus Performance
Equity Award Valuations - PEO: Time-based RSU award grant date fair values are calculated using the stock price as of date of grant. The valuation assumptions used to calculate the fair values of the time-based RSU awards held by our PEOs that vested during or were outstanding as of the end of each covered fiscal year have been adjusted using the stock price as of each vesting date and as of year-end. (4) The dollar amounts reported in column (d) represent the average of the amounts of total compensation reported for our named executive officers (our "NEO(s)") as a group (excluding Mr. Cotoia (for 2024, 2023, 2022, and 2021) and Mr. Nugent (for 2025 and 2024)) for each covered year in the "Total" column of the Summary Compensation Table for each applicable year. The names of each NEO (excluding Mr. Cotoia (for 2024, 2023, 2022, and 2021) and Mr. Nugent (for 2025 and 2024)) included for purposes of calculating the average amounts of total compensation for (i) each of 2021 and 2022 was our Executive Chairman, Greg Strakosch, our Chief Financial Officer and Treasurer, Daniel T. Noreck, and our former Executive Director, Product Innovation, Don Hawk, (ii) for 2023 and 2024 was our Chief Financial Officer and Treasurer, Daniel T. Noreck, our President, Rebecca Kitchens, our Chief Operating Officer and Chief Revenue Officer, Steven Niemiec, and our Executive Chairman, Greg Strakosch, and (iii) for 2025 was our Chief Financial Officer and Treasurer, Daniel T. Noreck, our Chief Revenue Officer, Steven Niemiec, our President and General Manager - Intelligence & Advisory, William T. Morelli, our VP, General Counsel, and Corporate Secretary, Charles D. Rennick, our Former President, Rebecca Kitchens, and our Former Executive Director, Product Innovation, Don Hawk. The dollar amounts reported in column (e) represent the average amount of "compensation actually paid" to our NEOs as a group (excluding Mr. Cotoia (for 2024, 2023, 2022, and 2021) and Mr. Nugent (for 2025 and 2024)), as computed in accordance with Item 402(v) of Regulation S-K for each covered fiscal year. The numbers for the Average Compensation Actually Paid to Non-PEO Named Executive Officers have been updated for 2021 and 2022 to reflect an inadvertent error in calculations relating to the vesting date for RSUs granted to Mr. Hawk on August 3, 2018. The dollar amounts do not reflect the actual average amount of compensation earned or received by or paid to our NEOs as a group (excluding Mr. Cotoia (for 2024, 2023, 2022, and 2021)
Pay Versus Performance
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Pay Versus Performance
and Mr. Nugent (for 2025 and 2024)) during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for each covered fiscal year to determine the compensation actually paid to our NEOs as a group (excluding Mr. Cotoia (for 2024, 2023, 2022, and 2021) and Mr. Nugent (for 2025 and 2024)), using the same methodology used for the PEOs specified again in Note 4(b) below:
Pay Versus Performance
| Year | Average Reported Summary Compensation Table Total for Non-PEO Named Executive Officers($) | Less Average Reported Grant Date Fair Value of Equity Awards in Summary Compensation Table(a)($) | Plus Equity Award Adjustments (b)($) | Average Compensation Actually Paid to Non-PEO Named Executive Officers($) | | 2025 | 624,692 | 192,043 | (708,529) | (275,881) | | 2024 | 3,092,951 | 1,181,426 | 792,087 | 2,703,612 | | 2023 | 2,629,398 | 2,192,398 | 1,070,369 | 1,507,369 | | 2022 | 3,207,079 | 2,646,246 | 754,540 | 1,315,373 | | 2021 | 5,844,045 | 5,283,212 | 5,913,751 | 6,474,584 |
Pay Versus Performance
(a) The reported grant date fair value of equity awards represents the total of the amounts reported in the "Stock Awards" column in the Summary Compensation Table for each covered fiscal year including bonus amounts earned in excess of target that were paid in equity which is fully vested upon grant. (b) The equity award adjustments for each covered fiscal year include the addition (or subtraction, as applicable) of the following: (i) the average year-end fair value of all equity awards granted during the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year; (ii) the amount equal to the average change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value of any equity awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year; (iii) for equity awards that are granted and vest in same covered fiscal year, the average fair value as of the vesting date; (iv) for equity awards granted in prior fiscal years for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year, the amount equal to the average change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for equity awards that are granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year, the amount equal to the average fair value at the end of the prior fiscal year; and (vi) the average dollar value of any dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year. The amounts deducted or added in calculating the equity award adjustments are as follows:
Pay Versus Performance
| Year | Average Year End Fair Value of All Outstanding and Unvested Equity Awards Granted in Covered Fiscal Year as of End of Covered Fiscal Year($) | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards Granted during Prior Fiscal Year as of End of Covered Fiscal Year($) | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in Same Covered Fiscal Year($) | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years that Vested in Covered Fiscal Year($) | Average Fair Value at End of Prior Fiscal Year of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions during Covered Fiscal Year($) | Dollar Value of Dividends or other Earnings Paid on Stock or Option Awards in Covered Fiscal Year Prior to Vesting Date Not Otherwise Included in Total Compensation for Covered Fiscal Year ($) | Total Average Equity Award Adjust-ments($) | | 2025 | 151,171 | (582,147) | 0 | (277,553) | 0 | 0 | (708,529) | | 2024 | 1,346,753 | 0 | 6,818 | (561,484) | 0 | 0 | 792,087 | | 2023 | 1,843,223 | (381,800) | 32,831 | (423,885) | 0 | 0 | 1,070,369 | | 2022 | 1,762,400 | (1,874,800) | 1,921,560 | (1,054,620) | 0 | 0 | 754,540 | | 2021 | 4,400,360 | 962,483 | 172,111 | 378,797 | 0 | 0 | 5,913,751 |
Pay Versus Performance
Equity Award Valuations - Non-PEO NEOs: Time-based RSU award grant date fair values are calculated using the stock price as of date of grant. The valuation assumptions used to calculate the fair values of the time-based RSU awards held by the other NEOs as a group (excluding Mr. Cotoia (for 2024, 2023, 2022, and 2021) and Mr. Nugent (for 2025 and 2024)) that vested during or were outstanding as of the end of each covered fiscal year have been adjusted using the stock price as of each vesting date and as of year-end. (6) Cumulative total stockholder return ("TSR") is calculated by dividing the sum of the cumulative amount of dividends during the measurement period, assuming dividend reinvestment, and the difference between our share price at the end of the applicable measurement period and the beginning of the measurement period (December 31, 2020) by our share price at the beginning of the measurement period. (7) Represents the weighted peer group TSR, weighted according to the respective companies' stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: S&P 500 Media Industry Index. The dollar amounts reported represent the amount of net income/(loss) reflected in our audited financial statements for each covered fiscal year. The net income/(loss) amount for 2024 has been updated to correct an inadvertent reporting error. Net income/(loss) has been revised from ($151.336) million to ($165.996) million. For 2025, net income/(loss) was significantly impacted by substantial non-cash goodwill impairment charges totaling approximately $931.6 million across our reporting units. These impairment charges were triggered by a decline in share price during 2025, along with other qualitative considerations including the continued impact from conditions in the macroeconomic environment.
Pay Versus Performance
| Informa TechTarget | Proxy Statement for 2026 Annual Meeting of Stockholders | 31 |
Pay Versus Performance
While we use numerous financial and non-financial performance measures for the purpose of evaluating performance for our executive compensation program, we have determined that revenue is the financial performance measure that, in our assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by us to link compensation actually paid to our PEOs and other NEOs, for the most recently completed fiscal year, to our performance. The revenue amount for 2024 has been updated to correct an inadvertent reporting error. Revenue has been revised from $492.180 million to $490.391 million. Financial Performance Measures. As described in greater detail in "Executive Compensation - Compensation Discussion and Analysis," our executive compensation program is designed to reflect our variable "pay-for-performance" philosophy. The performance measures that we use for our short-term incentive award programs are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our stockholders. The most important performance measures used by us to link executive compensation actually paid to our NEOs, for the most recently completed fiscal year, to our performance are as follows:
Pay Versus Performance
| Revenue | Operating Profit |
Pay Versus Performance
The Compensation Committee designed the relevant Revenue and Operating Profit targets used in the 2025 Bonus Plan by taking into consideration the 2025 budget as well as projected revenue. For more information on the 2025 Bonus Plan, see "Executive Compensation - Executive Incentive Bonus Plan" above. Analysis of Information Presented in Pay-Versus-Performance Table. As described in more detail in "Executive Compensation - Compensation Discussion and Analysis," our executive compensation program reflects a variable "pay-for-performance" philosophy. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between the information presented in the Pay-Versus-Performance table.
Pay Versus Performance
| Informa TechTarget | Proxy Statement for 2026 Annual Meeting of Stockholders | 32 |
Pay Versus Performance
Compensation Actually Paid and Net Income/(Loss). As reflected in the following graph, the amount of compensation actually paid to our PEO and the average amount of compensation actually paid to our other NEOs as a group (except our PEO) decreased in 2025 along with our net income/(loss). Our 2025 net income/(loss) was impacted by substantial non-cash goodwill impairment charges totaling approximately $931.6 million across our reporting units. These impairment charges were primarily driven by a decline in our share price during 2025 and macroeconomic conditions, rather than reflecting the underlying operational performance of the Company. While these non-cash accounting charges reduced reported net income, they do not represent actual cash outflows or reflect the day-to-day operational effectiveness. The Compensation Committee determined that operating profit, which showed improvement during 2025, provided a more accurate measure of management's execution against controllable operational metrics such as core business performance, revenue generation capability, and operational efficiency. Note the required compensation and financial information presented in the following table for the years 2024 and 2025 reflect our December 2, 2024 business combination with Informa, whereas all prior years reflect pre-combination compensation and financial information.
Pay Versus Performance
| Informa TechTarget | Proxy Statement for 2026 Annual Meeting of Stockholders | 33 |
Pay Versus Performance
Compensation Actually Paid and Company Selected Measure (Revenue). As demonstrated by the following graph, both the amount of compensation actually paid to our PEO and the average amount of compensation actually paid to our other NEOs as a group (except our PEO) decreased, and our revenue decreased, in 2025. As described above, "revenue" is our Company-Selected Measure. Note the required compensation and financial information presented in the following table for the years 2024 and 2025 reflect our December 2, 2024 business combination with Informa, whereas all prior years reflect pre-combination compensation and financial information.
Pay Versus Performance
| Informa TechTarget | Proxy Statement for 2026 Annual Meeting of Stockholders | 34 |
Pay Versus Performance
Compensation Actually Paid and Company TSR and Peer Group TSR. As demonstrated by the following graph, the amount of compensation actually paid to our PEO and the average amount of compensation actually paid to our other NEOs as a group (except our PEO) decreased in 2025 along with peer group TSR. For more information regarding our performance and the companies that the Compensation Committee considers when determining compensation, refer to "Executive Compensation - Compensation Discussion and Analysis." Pay Versus Performance Conclusions. The Compensation Committee believes in "pay for performance" and has structured our compensation program to reward our executive officers when we are delivering strong results. Compensation actually paid generally aligns with Company performance in prior years, however, there is volatility due to market conditions that have resulted in a declining stock price following the Closing of the business combination with Informa in December 2024. While our 2025 net income/(loss) was impacted by non-cash goodwill impairment charges, the Compensation Committee evaluated executive performance based on a comprehensive assessment of overall performance and underlying operational metrics. The Compensation Committee recognized that these non-cash impairment charges, while material to reported net income/(loss), did not reflect the operational improvements achieved during the year The Compensation Committee’s approach reflects that compensation decisions appropriately balance accountability for overall performance with recognition of operational improvements that demonstrate management's effectiveness in navigating challenging macroeconomic conditions and driving long-term stockholder value.