You are cordially invited to attend the Annual Meeting of Stockholders of Information Services Group, Inc. (the “Company”) on April 28, 2022,27, 2023, at 10:00 a.m. Eastern Time, which will be held at the offices of the Company, 2187 Atlantic Street, Stamford 06902, Connecticut (the “Annual Meeting”).

Details of business to be conducted at the Annual Meeting are given in the attached Notice of Annual Meeting of Stockholders and Proxy Statement.

We are pleased to take advantage of the U.S. Securities and Exchange Commission rule that allows companies to furnish proxy materials to their stockholders over the internet. As a result, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of this proxy statementProxy Statement and our Annual Report to Stockholders for the fiscal year ended December 31, 2021.2022. We believe this process allows us to provide our stockholders with the information they need in a timely manner while reducing the environmental impact and lowering costs of printing and distributing our proxy materials. The Notice contains instructions on how to access those documents over the internet. The Notice also contains instructions on how to request a paper copy of our proxy materials, including this proxy statement,Proxy Statement, our Annual Report to Stockholders for the fiscal year ended December 31, 20212022 and a form of proxy card. Beginning on or about March 17, 2022,15, 2023, this Notice and this Proxy Statement are being distributed and made available to our stockholders.

Your vote is important to us and to our business. We encourage you to vote by telephone, over the internet or, if you requested to receive printed proxy materials, by marking, signing, dating and returning your proxy card so that your shares will be represented and voted at the Annual Meeting, whether or not you plan to attend. If you attend the Annual Meeting, you will, of course, have the right to revoke the proxy and vote your shares in person.

Notice is hereby given that the Annual Meeting of Stockholders of Information Services Group, Inc. (the “Company”) will be held at the Company’s offices, 2187 Atlantic Street, Stamford, Connecticut 06902 on April 28, 2022,27, 2023, at 10:00 a.m. Eastern Time, for the following purposes:

Stockholders of record at the close of business on March 2, 20222023 are entitled to notice of, and to vote at, the meetingAnnual Meeting and any adjournment or postponement thereof.

The accompanying proxy is solicited by the Board of Directors of Information Services Group, Inc., a Delaware corporation (“ISG,” the “Company,” “we,” “us,” and “our”), for use at its Annual Meeting of Stockholders to be held at the Company’s offices, 2187 Atlantic Street, Stamford, Connecticut 06902, on April 28, 202227, 2023 at 10:00 a.m. Eastern Time (the “Annual Meeting”), or any adjournment or postponement thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. This Proxy Statement and the enclosed proxy are being distributed and made available to our stockholders on or about March 17, 2022.15, 2023.

In accordance with the rules of the Securities and Exchange Commission (the “SEC”), we sent a Notice of Internet Availability of Proxy Materials on or about March 17, 202215, 2023 to our stockholders of record as of the close of business on March 2, 2022.2023. We also provided access to our proxy materials via the internet beginning on that date. If you received a Notice of Internet Availability of Proxy Materials by mail and did not receive, but would like to receive, a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in this proxy statementProxy Statement or in the Notice of Internet Availability of Proxy Materials.

Only stockholders of record as of the close of business on March 2, 20222023 will be entitled to vote at the meeting and any postponement or adjournment thereof. As of March 2, 2022,2023, we had 48,345,45148,408,104 shares of common stock outstanding and expected to be entitled to vote with respect to all matters to be acted upon at the Annual Meeting. Each stockholder of record as of March 2, 20222023 is entitled to one vote for each share of common stock held by such stockholder.

Our Bylaws require that a quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if the holders of a majority of the shares entitled to vote are present in person or by proxy. Shares will be counted towards the quorum only if the stockholder submits a valid proxy (or one is submitted on such stockholder’s behalf by such stockholder’s broker, bank or other nominee) or if the stockholder votes in person at the Annual Meeting. Abstentions, “withhold” votes and broker non-votes will be counted towards the quorum requirement. If there is no quorum, a majority of the votes present at the Annual Meeting or the presiding officer at the Annual Meeting may adjourn the Annual Meeting until a quorum is present.

For the election of directors, abstentions, “withhold votes” and broker non-votes will have no effect on the outcome of the vote because they are not considered “votes cast” for voting purposes. For Proposal No. 2, abstentions will have no effect on the outcome of this proposal because they are not considered “votes cast” for voting purposes. Under theapplicable rules of the New York Stock Exchange, member brokers who hold shares in street name for their customers that are the beneficial owners of those shares have the authority to only vote on certain “routine” items in the event that they have not received instructions from beneficial owners. Proposal No. 2 is considered a “routine” item, and accordingly, brokers and other nominees will have discretionary authority to vote on Proposal No. 2, such that we expect there to be no broker non-votes on that Proposal. For ProposalProposals No. 3 and No. 4, abstentions and broker non-votes will have no effect on the outcome of this proposalsuch proposals because they are not considered “votes cast” for voting purposes.

The proxy accompanying this proxy statementProxy Statement is solicited on behalf of our Board of Directors (the “Board”) for use at the Annual Meeting and any postponements or adjournments of the Annual Meeting, and the expenses of solicitation of proxies will be borne by the Company. The solicitation will be made primarily by mail or via the internet, but our officers and regular employees may also solicit proxies by telephone, facsimile or in person. No additional compensation will be paid to our officers or regular employees for such services. We also have retained Innisfree M&A Incorporated (“Innisfree”) to assist in soliciting proxies. ISG expects to pay Innisfree approximately $12,500$12,500.00 plus expenses in connection with its solicitation of proxies.

If on March 2, 20222023 your shares are registered directly in your name with the Company’s registrar and transfer agent, Continental Stock Transfer & Trust (“Continental”), you are considered a stockholder of record with respect to those shares, and the Notice was sent to you directly by the Company. As the stockholder of record, you have the right to grant your voting proxy directly to the Company or to vote in person at the Annual Meeting.

If on March 2, 20222023 your shares are held in a brokerage account with a bank, broker-dealer, trust or similar organization, you are considered the “beneficial owner” of those shares held in “street name”name,” and the Notice was forwarded to you by that organization. The organization that holds your shares is considered the stockholder of record for purposes of voting at the Annual Meeting. Because you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a valid proxy from the organization that holds your shares giving you the right to vote your shares at the Annual Meeting. As the beneficial owner, you have the right to direct your broker or other intermediary how to vote your shares, and you are also invited to attend the Annual Meeting.

Your vote is very important to us whether or not you plan to attend the Annual Meeting, pleaseMeeting. Please vote by proxy in accordance with the instructions on your proxy card, voting instruction form (from your broker or other intermediary) or the instructions that you received through electronic mail. There are three convenient ways of submitting your vote:

Our amended and restated certificate of incorporation provides that the Board of Directors of the Company is divided into three classes with one class of directors being elected each year and each class serving a three-year term. Michael P. Connors and Christine Putur constitute a class with a term that expires at this annual meeting (the “Class III Directors”). Neil G. Budnick and Gerald S. Hobbs constitute a class with a term that expires at thethis Annual Meeting in 2023 (the “Class I Directors”); and. Bruce N. Pfau, Kalpana Raina and Donald C. Waite III constitute a class with a term that expires at the Annual Meeting in 2024 (the “Class II Directors”) and Michael P. Connors and Christine Putur constitute a class that expires at the Annual Meeting in 2025 (the “Class III Directors”).

The Board of Directors has considered and nominated the following nominees to be Class IIII Directors for a three-year term expiring in 2025: Michael P. Connors2026: Neil G. Budnick and Christine Putur.Gerald S. Hobbs. Action will be taken at the Annual Meeting for the election of these Class IIII Directors. Set forth below is information regarding the nominees to the Board of Directors for election as directors.

It is intended that the proxies delivered pursuant to this solicitation will be voted in favor of the election of Michael P. ConnorsNeil G. Budnick and Christine PuturGerald S. Hobbs unless otherwise directed by the person furnishing a valid proxy. The nominees have agreed to be named in this Proxy Statement and to serve if elected. If the nominees decline to serve or become unavailable for any reason, or if a vacancy occurs before the election (although we know of no reason to anticipate that this will occur), the proxies may be voted for such substitute nominee(s) as we may designate.

If a quorum is present and voting, the nominees receiving a plurality of votes cast will be elected. Proxies cannot be voted for more than two nominees. Abstentions, “withhold votes” and broker non-votes will have no effect on the outcome of the vote because they are not considered “votes cast” for voting purposes.

The nominees to the Board of Directors to serve until the third succeeding annual meeting of stockholders after their election and until their successors have been elected and qualified are:

The principal occupations and qualifications of the nominees for director are as follows. There are no family relationships among any of our directors or executive officers.

Our Board of Directors directs the management of our business and affairs, as provided by Delaware law, and conducts its business through meetings of the Board of Directors and three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. In addition, from time to time, special committees may be established under the direction of the Board of Directors when necessary to address specific issues.

The Board of Directors has determined that combining the CEO and Chairman positions, coupled with a Lead Independent Director position, strengthens the Company’s governance structure and is the appropriate leadership model for the Company at this time. The Board of Directors believes that “one-size” does not fit all, and the decision of whether to combine or separate the positions of CEO and Chairman will vary from company to company, depend upon a company’s particular circumstances at a given point in time and may change from time to time. Accordingly, the Board of Directors carefully considers from time to time whether the CEO and Chairman positions should be combined based on what the Board believes is best for the Company and its stockholders.

Board structures vary greatly among U.S. public corporations. The Board of Directors does not believe that any one leadership structure is more effective at creating long-term stockholder value. The Board of Directors believes that an effective leadership structure could be achieved either by combining or separating the CEO and Chairman positions so long as the structure encourages the free and open dialogue of competing views and provides for strong checks and balances. Specifically, an effective governance structure must balance the powers of the CEO and the independent directors and ensure that the independent directors are fully informed, able to discuss and debate the issues that they deem important and able to provide effective oversight of management.

Since March 2014, Mr. Gerald S. Hobbs has served as the Lead Independent Director. In addition to presiding at executive sessions of the independent directors, the responsibilities of the Lead Independent Director also include:

The Board of Directors believes that the responsibilities delegated to the Lead Independent Director are substantially similar to many of the functions typically fulfilled by a board chairman. The Board of Directors believes that its Lead Independent Director position balances the need for effective and independent oversight of management with the need for strong, unified leadership.

The Board of Directors seeks to ensure that the Board is composed of members whose particular experience, qualifications, attributes and skills, when taken together, will allow the Board to satisfy its oversight responsibilities effectively. In that regard, the Nominating and Corporate Governance Committee is responsible for recommending candidates for all directorships to be filled by the Board or by the stockholders at an annual or special meeting. In identifying candidates for membership on the Board of Directors, the Nominating and Corporate Governance Committee takes into account (1) minimum individual qualifications, such as strength of character, mature judgment, industry knowledge or experience and an ability to work collegially with the other members of the Board of Directors and (2) all other factors it considers appropriate. In addition, although the Board does not have a policy with regard to the consideration of diversity in identifying director nominees, among the many factors that the Nominating and Corporate Governance Committee carefully considers are the benefits to the Company of diversity, including gender and racial diversity, in board composition.

After conducting an initial evaluation of a candidate, the Nominating and Corporate Governance Committee will interview that candidate if it believes the candidate might be suitable to be a director and may also ask the candidate to meet with other directors and management. If the Nominating and Corporate Governance Committee believes a candidate would be a valuable addition to the Board of Directors, it will recommend to the full Board of Directors that candidate’s election.

When considering whether the Board’s directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of the Company’s business and structure, the Board focused primarily on the information discussed in each of the Board members’ or nominees’ biographical information set forth on pages 1718-1819. In particular, with regardsregard to Mr. Connors, the Board considered his extensive knowledge of the Company’s business and his position as Chief Executive OfficerCEO of the Company with the responsibility for the day-to-day oversight of the Company’s business operations. With regardsregard to Messrs. Budnick, Hobbs, Pfau and Waite and Mses. Putur and Raina, the Board considered their significant experience, expertise and background with regard to business, accounting and financial matters. With regardsregard to Mr. Budnick, the Board of Directors considered his extensive experience as Managing Director at Channel Rock Partners, a management consulting firm, and as Vice Chairman and Chief Financial Officer of MBIA Insurance Corporation, a major financial services Company. With regardsregard to Mr. Hobbs, the Board of Directors considered his extensive experience as the Chairman and CEO of various information and media companies, including VNU, Inc. With regardsregard to Mr. Pfau, the Board considered his experience as a long-term senior executive with KPMG. With regardsregard to Ms. Putur, the Board of Directors considered her extensive experience in information technology obtained at global corporations in the high tech, retail and fashion sectors, including in her role as Executive Vice President, Technology and Operations of Recreational Equipment, Inc. (REI) from which she recently retired. With regardsregard to Ms. Raina, the Board of Directors considered her experience as a senior executive with The Bank of New York and her prior service on the Audit Committee of John Wiley & Son. With regardsregard to Mr. Waite, the Board considered his extensive experience in management consulting as a Managing Director with McKinsey & Company and his service as one of three members of McKinsey’s Office of the Managing Director. In addition, in connection with the nomination of Messr. ConnorsMessrs. Budnick and Ms. PuturHobbs for election as directors at this Annual Meeting, the Board considered their valuable contributions to the Company’s success during their years of Board service.

Our Board of Directors currently has seven directors. The Board of Directors has affirmatively determined that all of the directors, other than Mr. Connors, including those who serve on the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee are “independent” for purposes of The Nasdaq Stock Market LLC (“Nasdaq”) listing standards and federal securities laws. In the course of the Board of Directors’ determination regarding the independence of each non-management director, it considered any transactions, relationships and arrangements as required by the applicable Nasdaq rules and the rules and regulations of the Securities and Exchange Commission (the “SEC”).SEC.

Directors are expected to attend Board meetings, and meetings of the committees on which they serve and to spend the time needed, and meet as frequently as necessary, in order to properly discharge their responsibilities. The Board of Directors held five meetings during 2021.2022. Each of the standing committees of the Board of Directors held the number of meetings indicated in the table below. Each of our directors serving during 20212022 attended 100% of the total number of meetings of the Board of Directors and all of the committees of the Board of Directors on which such director served during that period.

This Annual Meeting will be our fourteenthfifteenth annual stockholder meeting. ISG’s policy is to invite each director to attend the Company’s annual meeting of stockholders but does not require attendance by all directors. ISG periodically monitors and reassesses this policy to ensure the Board remains open and available for stockholder communications.

The Audit, Compensation, and Nominating and Corporate Governance Committees each operate under a written charter adopted by the Board of Directors, and each committee of the Board of Directors reviews and assesses the adequacy of its charter on at least an annual basis. Copies of these charters are available on our website (www.isg-one.com).

The following table sets forth the three standing committees of the Board of Directors, the members of each committee during the last fiscal year and the number of meetings held by each committee during the last fiscal year:

Our Audit Committee currently consists of Mr. Budnick, as Chairman, Mr. Hobbs, Mr. Pfau, Ms. Putur, Ms. Raina and Mr. Waite. The Audit Committee is responsible for, among other things:

In accordance with applicable federal securities laws and the rules of Nasdaq, we have adopted an Audit Committee charter that incorporates these duties and responsibilities.

The Audit Committee is, and will at all times be, composed exclusively of “independent directors,” as determined in accordance with Nasdaq’s independence standards, who are able to read and understand fundamental financial statements. In addition, pursuant to the rules of Nasdaq, ISG must have at least one member of the Audit Committee who has past employment experience in finance or accounting, requisite professional certification in accounting or any other comparable experience or background that results in the individual’s financial sophistication. The Board of Directors has determined that each of the Audit Committee members satisfies Nasdaq’s definition of financial sophistication and that Mr. Budnick, Mr. Pfau, Mr. Hobbs, Ms. Raina and Mr. Waite each qualify as an “audit committee financial expert,” as defined under the rules and regulations of the SEC.

Additional information regarding the Audit Committee is set forth in the Report of the Audit Committee immediately following Proposal No. 2.

The Compensation Committee currently consists of Mr. Hobbs, as Chairman, Mr. Budnick, Mr. Pfau, Ms. Putur, Ms. Raina and Mr. Waite. The Compensation Committee is responsible for overseeing the compensation and employee benefit plans and practices of the Company, including administering the Amended and Restated 2007 Equity and Incentive Award Plan (the “Plan”) and the Amended and Restated 2007 Employee Stock Purchase Plan. The Compensation Committee is also responsible for, among other things:

For more information on the Compensation Committee’s role in determining executive compensation, see “Executive Compensation” beginning on page 1920.

In accordance with applicable federal securities laws and the rules of Nasdaq, ISG has adopted a Compensation Committee charter that delineates these duties and responsibilities.

The Board of Directors has determined that all of the members of the Compensation Committee meet the independence requirements mandated by Nasdaq, the rules of the SEC and the Internal Revenue Service, in each case as they are applicable to serving on the Compensation Committee.

The Compensation Committee has retained Pay Governance LLC (“Pay Governance”) to advise it in connection with fulfilling its responsibilities with respect to the Company’s executive and Board of Directors compensation programs.

For a

The Nominating and Corporate Governance Committee currently consists of Mr. Waite, as Chairman, Mr. Budnick, Mr. Hobbs, Mr. Pfau, Ms. Putur and Ms. Raina. During the last fiscal year and until March 7, 2023, Mr. Waite served as Chairman of the Nominating and Corporate Governance Committee. The Board of Directors appointed Ms. Putur as the new Chairman of the Nominating and Corporate Governance effective March 7, 2023. The Nominating and Corporate Governance Committee is responsible for, among other things:

In accordance with applicable federal securities laws and the rules of Nasdaq, ISG has adopted a Nominating and Corporate Governance Committee charter that delineates these duties and responsibilities.

The Board of Directors has determined that all of the members of the Nominating and Corporate Governance Committee meet the independence requirements mandated by Nasdaq, the rules of the SEC, in each case as they are applicable to serving on the Nominating and Corporate Governance Committee, and our standards of independence.

The Nominating and Corporate Governance Committee will consider candidates for nomination as a director recommended by stockholders, directors, officers, third party search firms and other sources. The Board and the Nominating and Corporate Governance Committee are committed to identifying and engaging a diverse field of director candidates when considering Board composition. In identifying candidates for membership on the Board of Directors, the Nominating and Corporate Governance Committee evaluate all candidates equally across all relevant factors, including,, without limitation, factors such as judgment, skill, diversity, character, integrity, collegiality, willingness to act upon and be accountable for majority Board decisions, experience (particularly with businesses and other organizations of comparable size and within similar or related industries) and how that experience interplays with that of the other Board members, independence from management and the ability of the candidate to attend Board and Committee meetings regularly and to devote an appropriate amount of time and effort in preparation for those meetings. In assessing stockholder recommendations, the Nominating and Corporate Governance Committee will consider the same criteria utilized for other candidates but will also consider whether the candidate can serve the best interests of all stockholders of the Company and not be beholden to the sponsoring person or group. A stockholder must provide notice to the Chief Financial Officer that must include the name, address and number of shares owned by the stockholder making such recommendation; the name, age, business address, residence address and principal occupation of the nominee; and the number of shares beneficially owned by the nominee. It must also include the information that would be required to be disclosed in the solicitation of proxies for election of directors under the federal securities laws. You must submit the nominee’s consent to be elected and to serve. ISG may require any nominee to furnish any other information, within reason, that may be needed to determine the eligibility of the nominee. The notice must be delivered to the Chief Financial Officer, who will forward the notice to the Nominating and Corporate Governance Committee for consideration. Ultimately, the Nominating and Corporate Governance Committee will nominate those individuals who it believes will, in conjunction with other members of the Board, best collectively serve the long-term interests of the Company’s stockholders.

On behalf of the Board of Directors, the Audit Committee is responsible for oversight of the Company’s risk management policies and procedures. The Company is exposed to a number of risks including financial risks, operational risks, risks relating to regulatory and legal compliance and cybersecurity risk. The Audit Committee discusses with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the guidelines and policies to govern the process by which risk assessment and risk management are undertaken. The Company’s Chief Financial Officer is responsible for the Company’s risk management function and regularly works closely with the Company’s senior executives to identify risks material to the Company. The Chief Financial Officer reports regularly to the Chief Executive Officer and the Company’s Audit Committee regarding the Company’s risk management policies and procedures. In that regard, the Company’s Chief Financial Officer meets with the Audit Committee at least four times a year to discuss the risks facing the Company, highlighting any new risks that may have arisen since they last met. The Audit Committee also reports to the Board on a regular basis to apprise the Board of theirits discussions with the Chief Financial Officer regarding the Company’s risk management efforts. In addition, the Board’s other committees, which meet regularly and report back to the Board, play a significant role in carrying out the Board’s risk oversight function. Company management also plays an important role in connection with risk management through the implementation and evaluation of effective internal controls and other internal processes.

We have adopted a code of ethics and business conduct applicable to our directors, officers and employees in accordance with applicable federal securities laws and the rules of Nasdaq. You may obtain a copy of ISG’s code of ethics and business conduct, free of charge, by contacting our Chief Financial Officer. You can also find a link to the code on our website (www.isg-one.comhttps://ir.isg-one.com/corporate-overview/documents). ISG intends to disclose any amendments to, or waivers from, a required provision of its code of ethics and business conduct on its website (www.isg-one.com).

The Board has adopted Corporate Governance Guidelines to assist the Board and its committees in the exercise of their responsibilities. The Corporate Governance Guidelines, which are available on our website (www.isg-one.com), set forth guiding principles and provide a flexible framework for the governance of the Company. The Corporate Governance Guidelines address, among other things, Board functions and responsibilities, management succession, Board membership and independence, Board meetings and Board committees, access to management, employees and outside advisors, director orientation and continuing education. The Nominating and Corporate Governance Committee regularly reviews and provides recommendations to the Board on the Corporate Governance Guidelines, and the full Board approves changes as it deems appropriate. You can find a link to the Corporate Governance Guidelines on our website (https://ir.isg-one.com/corporate-overview/documents).

The Board has adopted the Policy and Procedures with respectRespect to Related Party Transactions (the “Policy”) wherebyunder which all transactions required to be reported pursuant to Item 404 of Regulation S-K are reviewed and approved. The Policy calls for the Nominating and Corporate Governance Committee of our Board of Directors (the “Governance Committee”), or the Chair of the Governance Committee in exigent circumstances (who will possess delegated authority to act between Governance Committee meetings), to review each related party transaction (as defined below) and determine whether to approve thatsuch transaction. Any Governance Committee member who has any interest (actual or perceived) will not be involved in the consideration of the Governance Committee. In determining whether a related party transaction will be approved, the Governance Committee or Chair of the Governance Committee, as applicable in accordance with the Policy, will consider a multitude of

For purposes of the Policy, a “related party transaction” is, subject to certain limited exceptions, any transaction in which we are a participant and the amount involved exceeds $120,000, and the related party (defined below) had, has or will have a direct or indirect material interest in the transaction. “Related party” includes (a) any person who is or was (at any time during the last fiscal year) an executive officer, director or nominee for election as a director; (b) any person or group who is a beneficial owner of more than 5% of our voting securities; or (c) any immediate family member of a person described in clauses (a), (b) or (c) of this sentence. A related party may have an indirect material interest through an entity in which he or she is employed or is an executive officer, or partner or is in a similar position, or in which such person, together with all other related parties, has in the aggregate 10% or greater equity interest.

During 20212022 and 2020,2021, we did not enter into any transactions with related parties that required review, approval or ratification pursuant to the Policy.

Stockholders may communicate with any and all members of our Board of Directors by transmitting correspondence by mail or facsimile addressed to one or more directors by name (or to the Chairman, for a communication addressed to the entire Board of Directors) at the following address and fax number:

Communications from our stockholders to one or more directors will be collected and organized by our Chief Financial Officer under procedures approved by our independent directors. The Chief Financial Officer will forward all communications to the Chairman of the Board of Directors or to the identified director(s) as soon as practicable, although communications that are abusive, in bad taste or that present safety or security concerns may be handled differently. If multiple communications are received on a similar topic, the Chief Financial Officer may, in his or her discretion, forward only representative correspondence.

The Chairman of the Board of Directors will determine whether any communication addressed to the entire Board of Directors should be properly addressed by the entire Board of Directors or a committee thereof. If a communication is sent to the Board of Directors or a committee, the Chairman of the Board or the Chairman of that committee, as the case may be, will determine whether a response to the communication is warranted. If a response to the communication is warranted, the content and method of the response will be coordinated with our Chief Financial Officer.

On March 8, 2022,7, 2023, the Audit Committee and the Board of Directors engaged PricewaterhouseCoopers LLP to continue in its capacity as independent registered public accounting firm for the fiscal year ending December 31, 2022.2023. Stockholders will be asked at the Annual Meeting to ratify the engagement of PricewaterhouseCoopers LLP as itsthe Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.2023.

Although the engagement of PricewaterhouseCoopers LLP is not required to be submitted to a vote of the stockholders, the Board of Directors believes it is appropriate as a matter of policy to request that the stockholders ratify the selection of its independent registered public accounting firm for the fiscal year ending December 31, 2022.2023. If the stockholders fail to ratify the appointment, the Audit Committee of the Board of Directors will consider it as a direction to select other auditors for the subsequent year. Even if the selection is ratified, the Board of Directors or the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Board of Directors or Audit Committee feels that such a change would be in the best interests of the Company and our stockholders.

The Company anticipates that a representative of PricewaterhouseCoopers LLP will be present at the Annual Meeting. Such representative will be given the opportunity to make a statement if he or she desires to do so and is expected to be available to respond to appropriate questions at the meeting.

The following table sets forth the aggregate fees billed to the Company for the fiscal years ended December 31, 20212022 and 20202021 by PricewaterhouseCoopers LLP:

The Audit Committee has considered whether the provisions of services described in the table above are compatible with maintaining auditor independence. Before the independent auditor is engaged by the Company or its subsidiaries to render audit or non-audit services, the Audit Committee shall pre-approve the engagement. Audit Committee pre-approval of audit and non-audit services will not be required if the engagement for the services is entered into pursuant to pre-approval policies and procedures established by the Audit Committee regarding the Company’s engagement of the independent auditor, provided the policies and procedures are detailed as to the particular service, the Audit Committee is informed of each service provided and such policies and procedures do not include delegation of the Audit Committee’s responsibilities under the Securities Exchange Act of 1934, as amended, to the Company’s management. All of the fees described above under Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees were pre-approved by the Audit Committee pursuant to its pre-approval policies and procedures.

The directors who serve on the Audit Committee are all “independent” in accordance with Nasdaq requirements and the applicable SEC rules and regulations. We have reviewed and discussed with management the Company’s Annual Report on Form 10-K, which includes the Company’s integrated audit of the consolidated financial statements for the year ended December 31, 20212022 and management’s report on internal control over financial reporting using the criteria set forth in the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013).

During 2021,2022, the Audit Committee fulfilled all of its responsibilities under its charter that was effective during 2021.2022. As part of the Company’s governance practices, the Audit Committee reviews its charter on an annual basis and, when appropriate, recommends to the Board of Directors changes to its charter. The Board of Directors adopted changes to the Audit Committee charter in May 2013.March 2023. The revised Audit Committee charter can be obtained through our website (www.isg-one.comhttps://ir.isg-one.com/corporate-overview/documents).

We have discussed with the independent registered public accounting firm, PricewaterhouseCoopers LLP, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and reviewed the results of the independent registered public accounting firm’s integrated audit of the consolidated financial statements.

We have received and reviewed the written disclosures and the letter from PricewaterhouseCoopers LLP, required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and have discussed with the independent registered public accounting firm theirits independence.

Based on the reviews and discussions referred to above, we recommended to the Company’s Board of Directors that the Company’s Annual Report on Form 10-K for the year ended December 31, 20212022 be filed with the Securities and Exchange Commission.

During 2021,2022, directors Neil G. Budnick, Gerald S. Hobbs, Bruce N. Pfau, Christine Putur, Kalpana Raina and Donald C. Waite III served as members of the Audit Committee.

We are including in this Proxy Statement a separate resolution asking stockholders to vote to approve, in a non-binding advisory vote, the compensation paid to our Named Executive Officers as disclosed in this Proxy Statement on pages 1920-2730 pursuant to the rules of the SEC. The language of the resolution is as follows:

This item is commonly referred to as a “say-on-pay” proposal. A large majority of our stockholders—93%88% of the votes cast—cast - approved our compensation program as described in our proxy statement in 2021.2022.

In considering your vote, you may wish to review the information on the Company’s compensation policies and decisions regarding the Named Executive Officers presented in the section entitled “Executive Compensation” beginning on page 1920, as well as the discussion regarding the Compensation Committee beginning on page 8.

Because this vote is advisory and non-binding on the Board of Directors, the Board and the Compensation Committee will review and consider the voting results, as well as other communications from stockholders relating to our compensation practices, and take them into account in future determinations concerning our executive compensation programs.

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

This discussion addresses compensation as it relates to ISG’s named executive officers for the fiscal year ending December 31, 2021:2022: Michael P. Connors, Chairman and Chief Executive Officer; Todd D. Lavieri, Vice-Chairman and President of ISG Americas and Asia Pacific; David E. Berger, who served asPacific and Humberto Alfonso, Executive Vice President and Chief Financial Officer until his retirement effective June 11, 2021; and Humberto Alfonso, who was named(collectively, the “Named Executive Vice President and Chief Financial Officer effective June 7, 2021.Officers”).

The Compensation Committee is responsible for overseeing the compensation and employee benefit plans and practices of the Company. The Compensation Committee is comprised entirely of independent directors. The Compensation Committee approves all executive compensation arrangements. The Compensation Committee charter sets forth the purpose of and other matters pertaining to the Compensation Committee. See pages 8 to 9 for further details regarding the duties and responsibilities of the Compensation Committee.

Pursuant to its charter, the Compensation Committee has the authority to retain, as needed, any independent counsel, compensation and benefits consultants and other outside experts or advisors as the Compensation Committee believes to be necessary or appropriate. The Compensation Committee has retained the firm of Pay Governance as its independent compensation consultant to report and advise on matters related to executive and director compensation and related corporate governance concerns. The Compensation Committee has assessed the independence of Pay Governance pursuant to the SEC’s and Nasdaq’s rules and concluded that the work Pay Governance has performed does not raise any conflict of interest.

Pay Governance was engaged by and reports directly to the Compensation Committee. The Compensation Committee is responsible for approving payments to the consultant, and the Compensation Committee is solely responsible for engagement and termination of the consultant. While conducting assignments, the Compensation Committee anticipates that Pay Governance will interact with the Company’s management when appropriate in support of the functions of the Compensation Committee, including gathering internal perspectives and relevant company and compensation data. In addition, Pay Governance may seek feedback from the Compensation Committee Chairman, other members of the Compensation Committee, or the Board of Directors or the Chairman of the Board of Directors in developing recommendations for the Compensation Committee’s consideration.

The Compensation Committee calls upon Pay Governance, as appropriate, to attend Compensation Committee meetings, meet with the Compensation Committee without management present and provide third-party data, advice and expertise on proposed executive compensation levels, programs and plan designs and implementation, and on other matters within the scope of the Compensation Committee’s responsibilities. The Compensation Committee may also ask Pay Governance to review and provide advice relating to proposals prepared by management, including evaluating the consistency of such proposals with the Compensation Committee’s compensation philosophy and in comparison to programs at other companies, to provide information and advice regarding compensation of our non-employee directors and to review disclosures relating to executive and director compensation.

Pay Governance provides only consulting services relating to executive and director compensation to us and does not provide other services such as employee benefits administration or actuarial services.

In determining compensation for the executive officers, the Compensation Committee may consult with the Company’s executive officers at various times during the year to provide the Compensation Committee with information with which the Compensation Committee performs its own assessment of the individual performance of each executive officer. The Compensation Committee may also request input from the Chief Executive Officer, other members of the Board and the other committees of the Board as part of the Compensation Committee’s evaluation of the executive officers and other key Company employees and their achievement of

It is the Company’s intent that its executive compensation programs achieve three fundamental objectives: (1) attract, motivate, retain and reward qualified executives; (2) hold executives accountable for performance; and (3) align executives’ interests with the interests of our stockholders. In structuring the Company’s executive compensation programs, we intend to be guided by the following basic philosophies:

The Compensation Committee considers the results of the annual non-binding, advisory say-on-pay votes in connection with the discharge of its responsibilities. By a large majority—93%88% of the votes cast—our stockholders approved our compensation program as described in our proxy statement in 2021.2022. The Compensation Committee has reviewed the voting results and considered whether any adjustments were warranted based on these results. Our policy is to hold say-on-pay votes on an annual basis, which is consistent with the results of the 2017 non-binding, advisory say-on-frequency vote, in which approximately 97% of the votes cast voted for an annual say-on-pay vote. OurProposal No. 4 is our current non-binding, advisory say-on-frequency vote. After this year, our next non-binding, advisory say-on-frequency vote will be in 2023.2026.

Base salary is cash compensation that provides a fixed level of cash payments throughout the year that take into account job responsibilities, experience level, competencies and competitive market data. The Compensation Committee reviews and approves base salaries for executives, including Named Executive Officers, annually and in connection with promotions or other changes in responsibilities. The Compensation Committee considers market data, individual compensation history, pay in relation to other executives at the Company (“internal pay equity”), individual job performance and future potential, as well as evaluations and recommendations by senior management, in determining base salary. The weight given to each of these factors may differ from individual to individual, as the Compensation Committee deems appropriate. Between April 1 and July 31, 2020, ISG asked a significant number of its employees to take a temporary salary reduction of between 10% and 20% of salary in response to financial uncertainties posed by the COVID-19 pandemic. During this time, Mr. Connors took a 25% salary reduction and Messrs. Berger and Lavieri each took a 20% salary reduction. Salary levels in 2021 for our longer-tenured named executive officers were set at the same levels as in 2019. Actual salaries earned by and paid to the Named Executive Officers in 20212022 and 20202021 are reflected in the Salary column of the Summary Compensation Table on page 2627.

In 2021,2022, ISG reported revenue of $278$286.3 million, operating income of $25$29.5 million, EBITDA of $43.3 million, GAAP EPS of $0.30$0.39 and adjusted EPS of $0.44,$0.53, all record highs. Based on the Company’s 20212022 performance and individual performance, the Compensation Committee approved annual incentive award payouts payable in cash, as follows: (i) for Mr. Connors, paid $2,000,000an award of $1,800,000 with $1,000,000$720,000 paid in cash on December 31, 2021, $800,0002022, $676,800 paid in cash on or before March 15, 20222023 and a grant of restricted stock units on or before March 15, 20222023 with a value on the grant date equal to $200,000; and$403,200; (ii) for Mr. Lavieri, paid $750,000an award of $700,000 with $375,000$280,000 paid in cash on December 31, 2021, $225,0002022, $263,200 paid in cash on or before March 15, 20222023 and a grant of restricted stock units on or before March 15, 20222023 with a value on the grant date equal to $150,0000$156,800; and (iii) for Mr. Alfonso, an award of $280,000 with $224,000 paid in cash on or before March 15, 2023 and a grant of restricted stock units on or before March 15, 2023 with a value on the grant date equal to $56,000.

The Compensation Committee has the authority to grant stock options, restricted stock units and other equity awards under the Plan to executive officers, including the Named Executive Officers, and other key employees. The purpose of the Plan is to provide equity as a component of executive compensation to assure competitiveness of total compensation, to motivate executive officers and key employees to focus on long-term Company performance, to align executive compensation with stockholder interests and to retain the services of the executives during the vesting period because, in most instances, the awards will be forfeited if the recipient voluntarily leaves the employ of the Company before the award vests.such awards vest.

The Compensation Committee believes that the executives’ long-term compensation should be directly linked to the Company’s strategic progress and creation of stockholder value. At its discretion, the Compensation Committee periodically has made awards intended to create a meaningful stock incentive in light of the executive’s current position with the Company, personal performance, potential impact and contributions to the growth of the enterprise, marketplace practice and the terms of any individual employment agreements. An additional key consideration in making these awards also is to promote retention of the grantee and long-term service to the Company. Similarly, the Compensation Committee uses long-term equity awards granted to new executives as a means to induce such persons to join the Company.

On June 1, 20212022, the Company granted 118,64498,187 restricted stock units to Mr. Connors, and 63,55953,814 restricted stock units to Mr. Lavieri.Lavieri and 39,653 restricted stock units to Mr. Alfonso. These restricted stock units will vest in equal annual installments on each of the first four anniversaries of the grant date. Additionally, on June 1, 2021,2022, the Company granted 101,695a target of 98,187 performance-based restricted stock units to Mr. Connors. The payout level of Mr. ConnorsConnors’ award will be 200% of the target number of restricted stock units upon achievement of the maximum performance goal. This award will be earned at the target level if ISG’s stock price, measured over a ten-trading-day period ending on the third anniversary of the grant date, is $5.25,$9.00, and will be earned at the maximum level (200% of the target level) if the measured market price equals or exceeds $7.50$13.00 at the end of the performance period, with straight-line interpolation between 100% and 200% of target if the measured market price is between $6.00$9.00 and $7.50.$13.00. Any earned restricted stock units will then be fully vested and settled in shares of ISG common stock. Any unearned restricted stock units will be forfeited. If Mr. Connors were to achieve the maximum performance goal, an additional $109,000,000$192,000,000 of market value would have been created over the target level. Additionally, on June 1, 2022, the Company granted a target of 17,938 performance-based restricted stock units to Mr. Lavieri, 13,218 performance-based restricted stock units to Mr. Alfonso. These awards will be earned at the target level if ISG’s stock price, measured over a ten-trading-day period beginning on the first anniversary of the grant date and ending on the fourth anniversary of the grant date, is $9.00. Any earned restricted stock units will then be fully vested and settled in shares of ISG common stock. Any unearned restricted stock units will be forfeited. The Compensation Committee granted the restricted stock units in order to enhance retention of the Named Executive Officersexecutive officers and provide a long-term incentive for advancing the Company’s business strategy and creating stockholder value.

The Company sponsors a tax-qualified 401(k) plan with a profit-sharing feature (the “Savings Plan”). The Savings Plan provides retirement benefits for participating employees. Participating employees can contribute a portion of their eligible salary on a pre-tax basis up to a maximum amount set by the Internal Revenue Code. For 2021,2022, the maximum pre-tax contribution by an employee into the Savings Plan was $19,500,$20,500, except for specified catch-up contributions permitted by participants who arewere age 50 or older. In 2021,2022, the Company provided a match of 50% of the first 7.5%7.0% that the employee contributed to the planSavings Plan (slightly reduced in the case of an employee with less than two years of ISG service at the end of the year and who remained employed on December 31, 2021.2022).

The Company provides limited amounts of perquisites and other personal benefits to the Named Executive Officers from time to time, at levels intended to be reasonable and consistent with our overall compensation program.

In determining whether to enter into an agreement with an executive officer that provides for severance payments if the executive officer is involuntarily terminated, the Compensation Committee considers the significance of the executive officer’s position with the Company, its ability to attract and retain talent as a result of executive management changes and the amount of time it potentially would take the executive to locate another position. The Compensation Committee believes that offering severance commitments is necessary and appropriate in order to attract executives and retain them to provide long-term service to the Company.

On December 16, 2011, Mr. Connors entered into an employment agreement with the Company (“the Connors Employment Agreement,Agreement”), which was amended subsequently on December 10, 2013 to extend the term until December 31, 2017, further amended on December 13, 2016 to extend the term until December 31, 2021 and further amended on December 30, 2020 to extend the term until December 31, 2025. Mr. Connors has been Chairman and Chief Executive Officer of the Company since the Company’s inception. Mr. Connors’ Change in Control Agreement with the Company as described below continues to apply pursuant to its terms. The terms of the Connors Employment Agreement relating to salary, bonusbonuses and benefits are described below under the caption “Employment Agreements and Employment Letters.” The Connors Employment Agreement also provides for severance and other compensation upon termination of Mr. Connors’ employment in specified circumstances. Subject to Mr. Connors executing a release of claims agreement in favor of the Company, in the event Mr. Connors is terminated by the Company without “Cause” or resigns for “Good Reason” (each as defined in the Connors Employment Agreement), the Company will provide him with two times his then applicable base salary plus two times his annual target bonus, payable over the 24-month period following his termination (but the Company may, in its sole discretion, pay this amount in a single lump sum, to the extent permitted under Section 409A of the Internal Revenue Code). In addition, the Company will also provide Mr. Connors with a pro-rated annual bonus for the year in which he is terminated based on the Company’s actual performance for such year. The pro-rated bonus will be payable at the time Mr. Connors’ annual bonus would have otherwise been paid if his employment had not been terminated. If Mr. Connors is terminated without Cause or resigns for Good Reason at any time during the 24-month period following a Changechange in Controlcontrol or within 60 days prior to a Changechange in Control,control, provided such termination is at the request of an acquirer or otherwise in anticipation of a Changechange in Control,control, Mr. Connors’ severance payments will be governed by his Changechange in Controlcontrol Agreement described below. Pursuant to the ConnorsConnors’ Employment Agreement, if at December 31, 2021,2022, ISG had terminated Mr. Connors’ employment without Cause or he had terminated his employment for Good Reason, ISG would have been obligated to pay him a severance amount

The Change in Control Agreements provide for an initial term of two years from the effective date, but this term is automatically extended for successive one-year terms unless a notice of non-renewal is given at least one year before the then scheduledthen-scheduled expiration of the term. These agreements provide for a lump sum severance payment as a result of a termination of employment by the Company without “Cause” or by the executive for “Good Reason” (each as defined in the applicable Change in Control Agreement) during the two-year period following a Change in Control (as defined in the applicable Change in Control Agreement), plus protection for pre-change in control terminations that occur in the 60 days prior to a Change in Control at the request of an acquirer or otherwise in anticipation of a Change in Control. The severance payment for each Named Executive Officer is equal to the sum of: (i) a lump-sum cash payment equal to a multiple of two (for Mr. Connors) or one (for Messrs. Alfonso and Lavieri) times the sum of the Named Executive Officer’s then currentthen-current base salary plus the greater of the annual target bonus for the year in which notice of termination is given or the year in which the Change in Control occurs; (ii) a lump-sum cash payment of (a) any accrued but unpaid base salary, (b) any unpaid bonus for the year prior to the year of termination that would have been paid if the executive had remained employed through the determination date of such bonus, (c) a pro rata portion of the target bonus for the year of termination, and (d) any accrued vacation pay; and (iii) a cash payment equal to the cost, on an after-tax basis, of continuation coverage for medical, dental and vision plans during the applicable COBRA continuation coverage period, less the portion of such cost the Named Executive Officer would have been required to contribute had he remained employed with the Company. Based in part upon information provided by its compensation consultant, the Compensation Committee believes that the benefits and terms under the Change in Control Agreements are appropriate.

Pursuant to the Change in Control Agreements, if at December 31, 2021,2022, a Change in Control occurred and ISG had terminated the employment of a Named Executive Officer without Cause or the Named Executive Officer terminated employment for Good Reason (a “CiC Termination”), ISG would have been obligated to pay Messrs. Connors, Alfonso and Lavieri amounts equal to $4,250,000,$4,500,000, $900,000 and $1,025,000,$1,180,000, respectively (these payments would have been in lieu of severance amounts payable as described above for certain terminations not relating to a Change in Control). Such agreements provide also for a payment of the target annual incentive for the applicable fiscal year. The amounts payable under the Change in Control Agreements would be subject to reduction if aggregate payments to the executive in connection with the Change in Control would trigger a golden parachute excise tax on the executive and the effect of a reduction would be to provide a greater after-tax benefit to the executive. No gross-up for golden parachute excise taxes is payable by ISG.

Pursuant to the terms of the Plan, the Compensation Committee has broad discretion to determine the treatment of equity awards in the event of a Change in Control as follows: (i) if determined by the Compensation Committee and specified in the applicable award agreement or otherwise, any outstanding awards then held by participants that are unexercisable or otherwise unvested or subject to lapse and/or performance restrictions will

As discussed above, on December 16, 2011, Mr. Connors entered into the Connors Employment Agreement, which was amended subsequently on December 10, 2013 to extend the term until December 31, 2017, further amended on December 13, 2016 to extend the term until December 31, 2021 and further amended on December 30, 2020 to extend the term until December 31, 2025. The Connors Employment Agreement providesoriginally provided for a base salary of $700,000 per year (which the Compensation Committee raised to $850,000$900,000 effective April 1, 2018)2022) and a target bonus opportunity of 150% of base salary and provides that Mr. Connors is eligible to receive equity grants from the Company. In connection with a grant of restricted stock units (“RSUs”) in January 2011, Mr. Connors executed the Company’s form of restrictive covenant agreement (the “Restrictive Covenant Agreement”) requiring him not to disclose confidential information of the Company at any time, and for the period during which he is employed by the Company and the 24-month period thereafter, not to compete with us, not to interfere with our business and not to solicit nor hire our employees or customers. The Compensation Committee believes that entering into the Connors Employment Agreement and the related commitments was advisable and appropriate in order for ISG to induce Mr. Connors to remain Chief Executive Officer and to encourage his long-term service to the Company.

Pursuant to an employment letter dated April 29, 2021 (the “Alfonso Employment Letter”), Mr. Alfonso is entitled to receive an annual base salary of $550,000, a target bonus opportunity of $350,000 and is eligible to receive equity grants from the Company. For 2021 only, in lieu of a bonus opportunity in cash, the Company and Mr. Alfonso agreed that Mr. Alfonso would receive a grant of RSUs on July 1, 2021 with a dollar value of $200,000, which will vest on the first anniversary of the grant date (time-based), and which required Mr. Alfonso to execute our standard Restrictive Covenant Agreement containing obligations relating to confidentiality, non-competition, non-solicitation and other business protection covenants. In addition, on July 1, 2021, Mr. Alfonso was granted 100,000 RSUs that will vest 100% on the third year anniversary of the grant date. The Alfonso Employment Letter also entitled Mr. Alfonso to elect to purchase up to $100,000 of our common stock in the open market, which then was matched 1:1 with a grant of RSUs on December 1, 2021. In connection with a grant of restricted stock units in July 2021, Mr. Alfonso entered into the Restrictive Covenant Agreement with the Company. The Compensation Committee believes that entering into the Alfonso Employment Letter and providing the base salary and the related commitments was advisable and appropriate in order for ISG to induce Mr. Alfonso to become an executive officer and to encourage his long-term service to the Company.

Pursuant to an employment letter dated June 2, 2014 (the “Lavieri Employment Letter”), Mr. Lavieri was appointed to Partner & President, ISG Americas. Mr. Lavieri commenced his employment with the Company on

Our insider trading policy permits directors, Named Executive Officers and other key employees to trade our securities only during limited window periods following earnings releases and only after they have pre-cleared transactions with the Chief Financial Officer, but, in no event, while in possession of material, non-public information. The insider trading policy also prohibits directors, Named Executive Officers and other key employees from buying or selling puts, calls, options or similar derivative securities based on the value of ISG securities or taking other actions that have the purpose or effect of hedging or offsetting their risk of owning Company stock.

The Compensation Committee considers the anticipated tax treatment to the Company and our executive officers when determining executive compensation and establishing our compensation programs. However, as a result of the enactment of amendments to Internal Revenue Code Section 162(m) in the Tax Cuts and Jobs Act inof 2017 (the “TCJA”), since 2018 ISG generally has been unable to claim tax deductions for compensation paid to our Named Executive Officers in excess of $1 million per year, subject to exceptions that are much more limited than those available in 2017 and earlier years. Beginning in 2018, the principal permitted exceptions from the tax deductibility limitations are (i) compensation under certain tax-qualified plans (such as our tax-qualified defined contribution profit-sharing plan for U.S.-based employees) and (ii) compensation pursuant to certain pre-2018 grandfathered awards. The TCJA expanded the group of employees whose compensation is subject to Section 162(m) tax deductibility limits to include our principal financial officer and, in some cases, persons who are not Named Executive Officers, and now applies the tax deduction limits to post-termination compensation (subject to the limited exceptions).

The “Summary Compensation Table” below quantifies the value of the different forms of compensation earned by, or awarded to, our Named Executive Officers in 20212022 and 2020.2021. The primary elements of each Named Executive Officer’s total compensation reported in the table are base salary, annual incentive awards and stock awards, as further described in the footnotes to the table.

The following table summarizes the unvested restricted stock units outstanding as of December 31, 20212022 for the Named Executive Officers.

The compensation for ISG’s non-employee directors is determined by the Board of Directors. The objectives of the compensation program are to attract and retain highly qualified directors and to compensate them in a manner that aligns their interests with those of our stockholders. The following table presents information regarding compensation for our non-employee directors during 2021.2022. Our non-employee directors received no other compensation for their services. Our non-employee director compensation program for 20212022 consisted of an annual cash retainer and a grant of restricted stock units (“RSUs”) for service on the Board of Directors. At the beginning of 2021,2022, our program included a cash retainer of $70,000$75,000 each for our Lead Independent Director, Mr. Hobbs, and Chairman of our Audit Committee, Mr. Budnick, with the other non-employee directors each receiving a cash retainer of $55,000,$60,000, and all non-employee directors receiving a grant of RSUs. For 2022,2023, the cash retainer for our Lead Independent Director and our Audit Committee Chairman will be $75,000 and for other non-employee directors will be $60,000. RSU awards, commencing with the grant in December 2021, are to have a fixed dollar value of $125,000 based on the fair market value of ISG common stock on the grant date. On December 7, 2021, 15,6056, 2022, 23,901 RSUs were granted to each non-employee director. All RSUs vest over a three-year period subject to accelerated vesting in the event of a change in control or the death or disability of the non-employee director.

As of December 31, 2021,2022, our non-employee directors had outstanding the following unvested restricted stock units:

Upon joining the Board, Mr. Pfau was awarded 17,460 RSUs on July 1, 2019 which vested/will vest in three equal installments on each of the first, second and third anniversaries of July 1, 2019. Messrs. Budnick, Hobbs, Pfau and Waite, Ms. Putur and Ms. Raina were each awarded 49,107 restricted stock units on December 10, 2019, which vested/will vest in three equal installments on each of the first, second and third anniversaries of December 10, 2019. Messrs. Budnick, Hobbs, Pfau and Waite, Ms. Putur and Ms. Raina were each awarded 34,921 restricted stock units on December 8, 2020, which vested/will vest in three equal installments on each of the first, second and third anniversaries of December 8, 2020. As discussed above, Messrs. Budnick, Hobbs, Pfau and Waite, Ms. Putur and Ms. Raina were each awarded 15,605 restricted stock units on December 7, 2021, which vested/will vest in three equal installments on each of the first, second and third anniversaries of December 7, 2021. As discussed above, Messrs. Budnick, Hobbs, Pfau and Waite, Ms. Putur and Ms. Raina were each awarded 23,901 restricted stock units on December 6, 2022, which will vest in three equal installments on each of the first, second and third anniversaries of December 6, 2022.

Beneficial ownership is determined in accordance with the rules of the SEC. Except as otherwise indicated, each person or entity named in the table has sole voting and investment power with respect to all shares of our common stock shown as beneficially owned, subject to applicable community property laws. As of March 2, 2022, 48,345,4512023, 48,408,104 shares of our common stock were issued and outstanding. The number of shares reported as beneficially owned is as of March 2, 2022,2023, unless otherwise indicated. Percentages are calculated based on the number of shares outstanding at March 2, 2022.2023.