SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Securities Exchange Act of 1934

Filed by the Registrant  x☒                             Filed by a Partyparty other than the Registrant  ¨☐

Check the appropriate box:

PRGX GLOBAL, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PRGX GLOBAL, INC.

600 GALLERIA PARKWAY

SUITE 100

ATLANTA, GEORGIA 30339

(770)779-3900

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD TUESDAY,THURSDAY, JUNE 28, 201618, 2020

TO THE SHAREHOLDERS OF

PRGX GLOBAL, INC.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of PRGX GLOBAL, INC. (the “Company”) will be held at the Company’s offices, 600 Galleria Parkway, Suite 100, Atlanta, Georgia 30339, on Tuesday,Thursday, June 28, 2016,18, 2020, at 9:00 a.m., for the following purposes:

The proxy statement is attached. Only record holders of the Company’s common stock at the close of business on April 21, 201616, 2020 will be eligible to vote at the meeting.

If you are not able to attend the meeting in person, please complete, sign, date and return your completed proxy in the enclosed envelope. If you attend the meeting, you may revoke your proxy and vote in person. However, if you are not the registered holder of your shares you will need to get a proxy from the registered holder (for example, your broker or bank) in order to attend and vote at the meeting.

We continue to monitor developments regarding the coronavirus(COVID-19) pandemic. In the interest of the health and well-being of our shareholders, to the extent permitted by Georgia law, we are planning for the possibility that the Annual Meeting of Shareholders may be held solely by means of remote communication, which includes the possibility of a virtual meeting. If we make this change, we will announce the decision to do so in advance, and details on how to participate, including details on how to inspect a list of shareholders of record, will be posted on our website and filed with the U.S. Securities and Exchange Commission as proxy material. If we decide to hold a virtual meeting, all references in this Proxy Statement to attending the Annual Meeting of Shareholders in person or at the Company’s offices shall mean attending the Annual Meeting of Shareholders virtually.

By Order of the Board of Directors,

Joseph E. Whitters, Chairman

By Order of the Board of Directors,

Gregory J. Owens, Executive Chairman

May 6, 20162020

A copy of the Company’s Annual Report on Form10-K for the year ended December 31, 20152019 is enclosed with this notice and proxy statement.

PRGX GLOBAL, INC.

600 GALLERIA PARKWAY

SUITE 100

ATLANTA, GEORGIA 30339

(770)779-3900

PROXY STATEMENT

FOR ANNUAL MEETING OF SHAREHOLDERS

June 28, 2016JUNE 18, 2020

GENERAL INFORMATION

The Board of Directors (the “Board” or the “Board of Directors”) of PRGX Global, Inc. (which we refer to in this proxy statement as “PRGX”, the “Company”, “we”, “us” or “our”) is furnishing you this proxy statement to solicit proxies on its behalf to be voted at the 20162020 Annual Meeting of Shareholders. The annual meeting will be held on Tuesday,Thursday, June 28, 2016,18, 2020, at 9:00 a.m., at the Company’s offices, 600 Galleria Parkway, Suite 100, Atlanta, Georgia 30339. The proxies may also be voted at any adjournments or postponements of the meeting. Upon a vote of the shareholders present at the annual meeting, we may adjourn the meeting to a later date if there are not sufficient shares present in person or by proxy to constitute a quorum or to permit additional time to solicit votes on any proposal to be presented at the annual meeting. You may obtain directions to the location of the 20162020 Annual Meeting of Shareholders by contacting Victor A. Allums, Senior Vice President, General Counsel and Secretary, at the address or telephone number listed above.

This proxy statement and the accompanying form of proxy are first being mailed to shareholders on or about May 6, 2016.2020. You must complete and return the proxy for your shares of common stock to be voted.

Any shareholder who has given a proxy may revoke it at any time before it is exercised at the meeting by:

Shareholders who hold shares in “street name” (e.g., in a bank or brokerage account) must obtain a legal proxy form from their bank or broker to vote at the meeting. You will need to bring the legal proxy with you to the meeting, or you will not be able to vote at the meeting.

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All communications to the Secretary of the Company should be addressed to the Company’s Secretary at the Company’s offices, 600 Galleria Parkway, Suite 100, Atlanta, Georgia 30339. Any proxy which is not revoked will be voted at the annual meeting in accordance with the shareholder’s instructions. If a shareholder returns a properly signed and dated proxy card but does not mark any choices on one or more items, his or herthe shareholder’s shares will be voted in accordance with the recommendations of the Board of Directors as to such items. The proxy card gives authority to the proxy holders to vote shares in their discretion on any other matter properly presented at the annual meeting.

We continue to monitor developments regarding the coronavirus(COVID-19) pandemic. In the interest of the health and well-being of our shareholders, to the extent permitted by Georgia law, we are planning for the possibility that the Annual Meeting of Shareholders may be held solely by means of remote communication, which includes the possibility of a virtual meeting. If we make this change, we will announce the decision to do so in advance, and details on how to participate, including details on how to inspect a list of shareholders of record, will be posted on our website and filed with the U.S. Securities and Exchange Commission (the “SEC”) as proxy material.

The Company will pay all expenses in connection with the solicitation of proxies, including postage, printing and handling and the expenses incurred by brokers, custodians, nominees and fiduciaries in forwarding proxy material to beneficial owners. In addition to solicitation by mail, solicitation of proxies may be made personally or by telephone, facsimile or other means by directors, officers and employees of the Company and its subsidiaries. Directors, officers and employees of the Company will receive no additional compensation for any such further solicitation. Thesolicitation.The Company has retained Innisfree M&A Incorporated to assist in the solicitation. The fee to be paid for such services is estimated at approximately $15,000,approximately$12,500, plus reasonableout-of-pocket expenses.

Voting Requirements

Only holders of record of the Company’s common stock at the close of business on April 21, 201616, 2020 (the “Record Date”) are entitled to notice of, and to vote at, the annual meeting. Holders on the Record Date are referred to as the “Record Holders” in this proxy statement. On the Record Date, the Company had outstanding a total of 21,944,50023,592,375 shares of common stock.stock outstanding. Each share of common stock is entitled to one vote.

To constitute a quorum with respect to each matter to be presented at the annual meeting, there must be present, in person or by proxy, a majority of the total votes entitled to be cast by Record Holders of the common stock. Abstentions will be treated as present for purposes of determining a quorum. In addition, shares held by a broker as nominee (i.e., in “street name”) that are represented by proxies at the Annual Meeting,annual meeting, but that the broker fails to vote on one or more matters as a result of incomplete instructions from a beneficial owner of the shares (“brokernon-votes”), will also be treated as present for quorum purposes. The election of directors is no longer considered a “routine” matter as to which brokers may vote in their discretion on behalf of clients who have not furnished voting instructions with respect to the election of directors. As a result, if you hold your shares in street name and do not provide your broker with voting instructions, your shareswill not be voted at the annual meeting with respect to the election of directors or the Company’sSay-on-Pay proposal. The ratification of BDO USA, LLP as our independent registered public accounting firm is considered a “routine matter,” and therefore, brokers will have the discretion to vote on this matter even if they do not receive voting instructions from the beneficial owner of the shares.

With respect to Proposal 1 regarding the election of directors, assuming a quorum, the candidates receiving a plurality of the votes cast by the Record Holders of the common stock will be elected directors. Under plurality voting, assuming a quorum is present, the candidates receiving the most votes will be elected, regardless of whether they receive a majority of the votes cast. Abstentions and brokernon-votes will have no effect on the outcome.

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With respect to Proposal 2 regarding approval of the independent registered public accounting firm, ratification of this appointment requires that a quorum be present and that the number of votes cast “for” the proposal exceedsexceed the votes cast “against” it. Abstentions and brokernon-votes will have no effect on the outcome.

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With respect to Proposal 3 regarding approval of theSay-on-Pay Resolution, approval of this proposal requires that a quorum be present and that the number of votes cast “for” the proposal exceed the votes cast “against” it. Abstentions and brokernon-votes will have no effect on the outcome. The Company’sSay-on-Pay vote is advisory in nature, and the ultimate outcome of the vote isnon-binding on the Company.

Votes cast by proxy or in person at the annual meeting will be counted by the person or persons appointed by the Company to act as inspector(s) of election for the meeting. Prior to the meeting, the inspector(s) will sign an oath to perform their duties in an impartial manner and to the best of their abilities. The inspector(s) will ascertain the number of shares outstanding and the voting power of each of such shares, determine the shares represented at the meeting and the validity of proxies and ballots, count all votes and ballots and perform certain other duties as required by law.

We expect that shares owned by current executive officers and directors of the Company will be voted in favor of the nominees for director that have been recommended by the Board and in accordance with the Board’s recommendations on the other proposals. As of April 21, 2016,16, 2020, shares owned by current executive officers and directors of the Company and entitled to vote at the annual meeting represented in the aggregate approximately 9.62%18.56% of the shares of common stock outstanding on that date.

Any other proposal not addressed herein but properly presented at the meeting will be approved if a proper quorum is present and the votes cast in favor of it meet the threshold specified by the Company’s Articles, Bylaws and by Georgia law with respect to the type of matter presented. No shareholders have submitted a valid notice of intent to present any proposals at the annual meeting as required by the Company’s Bylaws. On February 5, 2016, we received notice from one of our shareholders, VCM Group, LLC (“VCM”), that it intended to nominate, on its own proxy statement, four nominees for election to the Board of Directors of the Company at the 2016 Annual Meeting. We determined that the notice was invalid because VCM was not a shareholder of record at the time of giving notice of its nominations, as is required by our Bylaws, and provided VCM written notice of our determination on February 19, 2016. To date we have received no further communications from VCM.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on June 28, 201618, 2020

In accordance with rules adopted by the United States Securities and Exchange Commission (the “SEC”),SEC, we are also making this proxy statement and our annual report available to shareholders electronically via the Internet. To access this proxy statement and the Company’s Annual Report on Form10-K on the Internet, please visitwww.prgx.com/proxywww.proxyvote.com.

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PROPOSAL 1: ELECTION OF DIRECTORS

The Company currently has seven directors.sevendirectors. The Board is divided into three classes of directors, designated as Class I, Class II and Class III. The directors in each class serve staggered three-year terms. Shareholders annually elect directors to serve for the three-year term applicable to the class for which such directors are nominated or until their successors are elected and qualified. The Boardhas nominated Kevin S. Costello and William F. Kimble for election as Class III Directors with a term ending in 2023 and has nominated Matthew A. Drapkin for election as a Class I Director with a term ending in 2021. At the annual meeting, shareholders will be voting to elect two directorsKevin S. Costello and William F. Kimble to serve as Class II directors.III directors and Matthew A. Drapkin to serve as a Class I director. The terms of Mylle H. MangumMatthew A. Drapkin, Kevin S. Costello and Ronald E. Stewart,William F. Kimble, currently serving as Class IIIII directors, will expire at the annual meeting unless they arere-elected. The term of Patrick G. Dills, currently serving as a Class II director, will expire at the annual meeting. Mr. Dills will continue to serve as a director and as a member of Audit Committee through the 2016 Annual Meeting of the Shareholders, but he is not standing for re-election.

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The persons named inas proxies on the enclosed proxy intend to vote FOR the election of all the nominees named below as directors of the Company, unless otherwise specified in the proxy. Those directors of the Company elected at the annual meeting to be held on June 28, 2016,18, 2020 to serve as Class III or Class III directors as the case may be, will each serve a three-yearone- or three- year term, respectively, or until their successors are elected and qualified. Each of the nominees has consented to serve on the Board of Directors if elected. Should any nominee become unable to accept nomination or election, which is not anticipated, it is the intention of the persons named inas proxies on the enclosed proxy, unless otherwise specifically instructed in the proxy, to vote for the election of such other person as the Board of Directors may nominate.

Set forth below are the name, age and director class of each director nominee and director continuing in office following the annual meeting and the period during which each has served as a director.

The Board’s Nominee for Class I Director is:

The Board’s Nominees for Class IIIII Directors are:

The Board of Directors of the Company recommends a vote FOR the election of each of the nominees named above for election as a director.

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Directors Continuing in Office

Information about Nominees for Election as Class III Directors

Kevin S.Costello served as Executive Chairman of Top Tech Holdings, the parent company of HotSchedules, a provider of employee scheduling and labor management solutions to the restaurant industry from 2016 to 2019. Prior to that, Mr. Costello was President of Ariba, Inc. until its acquisition by SAP AG in 2012, and President of Ariba, a SAP Company until 2014. Prior to joining Ariba in 2002, Mr. Costello served in various leadership positions with Andersen Business Consulting, and began his career in the Arthur Andersen Audit Practice in 1984. Mr. Costello currently serves on the board of directors of the following privately-held companies - FinancialForce.com, Rainmaker Group, Kaufman Hall, BlueCat Networks and Elemica. Mr. Costello previously served as the lead independent director of Rackspace Hosting, Inc. and was on the board of directors of Cbeyond, Inc., Worldpay, Inc. and HotSchedules. Mr. Costello holds a B.S. in Accounting from the University of Illinois and is a certified public accountant.

Mr. Costello’s extensive leadership experience insoftware-as-a-service (SaaS) companies andsource-to-pay solutions and his experience serving on the boards of numerous public and private companies are beneficial to the Board.

William F. Kimble served as KPMG’s Office Managing Partner of the Atlanta office and Managing Partner – Southeastern United States, where he was responsible for the firm’s audit, advisory and tax operations from 2009 until his retirement in early 2015. Mr. Kimble was also responsible for moderating KPMG’s Audit Committee Institute (ACI) and Audit Committee Chair Sessions. Mr. Kimble had been with KPMG or its predecessor firm (Peat, Marwick, Main & Co.) since 1986. During his tenure with KPMG, Mr. Kimble held numerous senior leadership positions, including Global Chairman for Industrial Markets. Mr. Kimble also served as KPMG’s Energy Sector Leader for approximately 10 years and was the executive director of KPMG’s Global Energy Institute. Mr. Kimble currently serves as a director of DCP Midstream GP, LLC, the general partner to DCP Midstream, LP, a public company which owns, develops and operates a diversified portfolio of midstream energy assets, and as a director of Liberty Oilfield Services Inc., a public hydraulic fracturing services company.

Mr. Kimble brings many years of international business experience to the Board, having acquired knowledge of the needs and inner workings of global companies and having developed a multinational business perspective through his work at KPMG. Mr. Kimble also brings to the Board a broad knowledge of the most current and pressing audit issues faced by public companies today.

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Information about the Nominee for Election as a Class I Director

MatthewA. Drapkincurrently serves as the Chief Executive Officer and Portfolio Manager of Northern Right Capital. Prior to joining Northern Right Capital in December 2009, Mr. Drapkin had extensive investment experience including his work as Head of Research, Special Situations, and Private Equity at ENSO Capital, a New York-based hedge fund, and Senior Vice President of Corporate Development at MacAndrews & Forbes. Prior to MacAndrews, Mr. Drapkin was the General Manager of two Conde Nast Internet sites and an investment banker at Goldman, Sachs & Co. Mr. Drapkin currently serves as a director of Great Elm Capital Group, Inc. and previously served on the board of directors of Intevac, Inc., Xura, Inc. (formerly Comverse, Inc.), Ruby Tuesday, Inc., Alloy Inc., Hot Topic Inc., Glu Mobile, Inc. and Plato Learning, Inc. He has an M.B.A., Finance from Columbia University School of Business, a J.D. from Columbia University School of Law and a B.A. in American History from Princeton University.

Mr. Drapkin brings to the Board extensive financial experience in both public and private companies and has executive experience through the management of asmall-cap investment fund. Mr. Drapkin’s background and insights provide our Board with valuable expertise in corporate finance, strategic planning, and capital and credit markets.

Information about the Class I Directors whose Terms will Expire at the 2021 Annual Meeting of Shareholders

Gregory J. Owens was appointed as the Executive Chairman of the Board of PRGX Global, Inc. in January 2019. Mr. Owens has served as the Group President of New Sectors & Ventures of Ritchie Bros. Auctioneers Incorporated, a global asset management and disposition company for used heavy equipment, trucks and other assets, since its acquisition of IronPlanet on May 31, 2017. Prior to that, Mr. Owens served as the Chairman and Chief Executive Officer of IronPlanet, a leading online marketplace for used heavy equipment. Prior to IronPlanet, Mr. Owens served as Managing Director of RedZone Capital, a private equity company focused on turning around and growing under-performing companies. Prior to RedZone Capital, Mr. Owens served as Chairman and Chief Executive Officer of Manugistics Group Inc., a publicly traded global enterprise software solutions company. Mr. Owens also previously served as Global Managing Partner Supply Chain Management of Andersen Consulting (now Accenture). Mr. Owens has received numerous awards from the business community including: Maryland Technology CEO of the Year, Washington Titan of Business andMid-Atlantic Technology Entrepreneur of the Year.

Mr. Owens brings broad business experience to the Board as a result of his having held numerous executive level roles for several companies. Mr. Owens also brings to the Board many years of experience serving on boards of directors, including his previous service as a director of S1 Corporation, a publicly traded software company, and his current and past service on the board of directors of a number of private companies, primarily in the software industry.

Joseph E. Whitters was appointed as the Lead Director of the Board of PRGX Global, Inc. in January 2019. Mr. Whitters has been a consultant to Frazier Healthcare, a private equity firm, since 2005. From 1986 to 2005, Mr. Whitters served in various capacities with First Health Group Corp., a publicly traded managed care company, including for a majority of that time as its Chief Financial Officer. He also previously served as the Controller for United Healthcare Corp. from 1984 to 1986. Prior to that, Mr. Whitters served as the Manager of Accounting and Taxation for Overland Express, a publicly traded trucking company, and he began his career in public accounting with Peat Marwick (now KPMG). Mr. Whitters currently serves as a director of InfuSystem Holdings, Inc., a provider of ambulatory infusion pumps and associated clinical services, Cutera, Inc., a leading provider of laser, light and other energy-based aesthetic systems, and Accuray Inc., a radiation oncology company developing and manufacturing innovative treatment solutions. From 2017 to 2018, Mr. Whitters served as a director of Analogic Corporation, an integrated technology company, and from 2016 to 2017, Mr. Whitters served as a director of Air Methods Corporation, an air medical transportation company.

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Mr. Whitters is a CPA (inactive) and brings to the Board over 30 years of financial and other business experience, much of it in the healthcare industry. He developed extensive financial expertise and leadership abilities during his service in senior finance roles at First Health Group and United Healthcare, which has allowed him to bring these critical abilities and accounting skills to the Board.

Information about the Class II DirectorDirectors whose Terms will Expire at the 2022 Annual Meeting of Shareholders

Mylle H. Mangumis the Chief Executive Officer of IBT Enterprises,Holdings, LLC, a company focused on design, construction and training services for the financial services and specialty retail industries, a position that she has held since 2003. She was formerly the Chief Executive Officer of True Marketing Services, LLC. Prior to this, she served as the CEO of MMS Incentives, Inc. from 1999 to 2002. Ms. Mangum also previously served in management roles with Holiday Inn Worldwide, BellSouth and General Electric. Ms. Mangum currently serves as a director for Barnes Group Inc., Haverty Furniture Companies, Inc. and Express, Inc. and previously served as a director for Collective Brands, Inc., Emageon Inc., a provider of enterprise-level information technology to healthcare provider organizations, Matria Healthcare, Inc., a provider of health advisory services, and Respironics, Inc., a medical supply company.

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Ms. Mangum brings to the Board particular knowledge and years of experience in retail, merchandising, marketing, strategy, technology, supply chain, logistics, international business, and multi-division general management experience. She also brings to the Board many years of experience serving on the boards of directors of publicly traded companies.

Ronald E.Stewartis the Company’sPresident and Chief Executive Officer. He was appointed interim President and interim Chief Executive Officer of the Company on November 15, 2013 and became the Company’s permanent President and Chief Executive Officer effective as of December 13, 2013. In addition to his roles with the Company, Mr. Stewart is an investor and business entrepreneur. Prior to his current pursuits, Mr. Stewart was a senior partner with Accenture, holding a number of executive positions during his30-year career at the firm. Mr. Stewart retired from Accenture in October 2007. During his tenure at Accenture, Mr. Stewart served as the global client partner for a number of Fortune 100 clients and led the firm’s retail and consumer goods practice in the eastern United States for a number of years. Mr. Stewart also led Accenture’s global transportation and travel industry program and served as the North America Managing Partner for the automotive, industrial manufacturing and transportation/travel industry groups. Mr. Stewart is a former member of Accenture’s Global Executive Committee and of the board of directors of the Accenture Foundation.

Mr. Stewart brings to the Board management’s perspective of the Company and its operations, which is an invaluable asset to the Board in its direction of the Company’s future. Mr. Stewart also brings to the Board expertise in the fundamental analysis of investment opportunities and the evaluation of business strategies and valuable leadership skills and knowledge gained from over 30 years of providing global professional services to clients during his tenure at Accenture.

Information about the Class II Director whose Term will Expire at the 2016 Annual Meeting of Shareholders

Patrick G. Dills served as Chairman of the Board of Ameritox Ltd., a laboratory and leader in pain medication monitoring from 2012 to January 2016. Mr. Dills formerly served as Chairman of the Board of Paradigm Management Services, LLC, and as Executive Chairman and a director of One Call Medical (formerly MSC Group, Inc.). Mr. Dills served as the Chairman of the Board of the Company from 2008 to 2015 and as Interim President and Chief Executive Officer of the Company in 2008 and 2009. Mr. Dills also served in several senior executive positions at First Health Group Corp. Mr. Dills’ last positions were President of CCN (Community Care Networks) and President of Health Net Plus, now owned by Aetna.

Mr. Dills has extensive experience serving in senior leadership and management roles of several companies. Through this service, his service as a member of the Compensation and Audit Committees of Paradigm Management Services, LLC, and his prior service as a director of a public company, Mr. Dills has developed excellent leadership and risk oversight skills and a solid understanding of corporate governance matters.

Information about the Class III Directors whose Terms will Expire at the 2017 Annual Meeting of Shareholders

David A. Cole is the retired Chairman of the Board and Chief Executive Officer of Kurt Salmon Associates, Inc. (“KSA”), an international management consulting firm serving the retail, consumer products and healthcare industries. He was appointed president of KSA in 1983, served as its chief

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executive officer from 1988 through 1998 and served as its chairman from 1988 to 2001. Mr. Cole formerly served as a director of AMB Property Corporation, a global owner and operator of industrial real estate, until its merger with Prologis, Inc. in 2011. Mr. Cole currently serves on the Dean’s Advisory Council of Goizueta Business School at Emory University.

Having served as Chairman and CEO of KSA, Mr. Cole brings deep experience in global professional services to the Board of Directors. Through his prior service on the board of directors of several publicly-traded companies, Mr. Cole has significant experience and expertise in the areas of corporate management, leadership, executive compensation and corporate governance.

William F. Kimble served as KPMG’s Office Managing Partner of the Atlanta office and Managing Partner – Southeastern United States, where he was responsible for the firm’s audit, advisory and tax operations from 2009 until his retirement in early 2015. Mr. Kimble was also responsible for moderating KPMG’s Audit Committee Institute (ACI) and Audit Committee Chair Sessions. Mr. Kimble had been with KPMG or its predecessor firm (Peat, Marwick, Main & Co.) since 1986. During his tenure with KPMG, Mr. Kimble held numerous senior leadership positions, including Global Chairman for Industrial Markets. Mr. Kimble also served as KPMG’s Energy Sector Leader for approximately 10 years and was the executive director of KPMG’s Global Energy Institute.

Mr. Kimble brings many years of international business experience to the Board, having acquired knowledge of the needs and inner workings of global companies and having developed a multinational business perspective through his work at KPMG. Mr. Kimble also brings to the Board a broad knowledge of the most current and pressing audit issues faced by public companies today.

Information about the Class I Directors whose Terms will Expire at the 2018 Annual Meeting of Shareholders

Gregory J. Owens is currently serving as the Chairman and Chief Executive Officer of IronPlanet, a leading online marketplace for used heavy equipment. Prior to serving in his current role at IronPlanet, Mr. Owens served as Managing Director of RedZone Capital, a private equity company focused on turning around and growing under-performing companies. Prior to RedZone Capital, Mr. Owens served as Chairman and Chief Executive Officer of Manugistics Group Inc., a publicly traded global enterprise software solutions company. Mr. Owens also previously served as Global Managing Partner Supply Chain Management of Andersen Consulting (now Accenture). Mr. Owens has received numerous awards from the business community including: Maryland Technology CEO of the Year, Washington Titan of Business and Mid-Atlantic Technology Entrepreneur of the Year.

Mr. Owens brings broad business experience to the Board as a result of his having held numerous executive level roles for several companies. Mr. Owens also brings to the Board many years of experience serving on boards of directors, including his previous service as a director of S1 Corporation, a publicly traded software company, and his current and past service on the board of directors of a number of private companies, primarily in the software industry.

Joseph E. Whittersis Chairman of the Board of PRGX Global, Inc. Mr. Whitters has been a consultant to Frazier Healthcare, a private equity firm, since 2005. From 1986 to 2005, Mr. Whitters served in various capacities with First Health Group Corp., a publicly traded managed care company, including for a majority of that time as its Chief Financial Officer. He also previously served as the Controller for United Healthcare Corp. from 1984 to 1986. Prior to that, Mr. Whitters served as the Manager of Accounting and Taxation for Overland Express, a publicly traded trucking company, and he began his career in public accounting with Peat Marwick (now KPMG). Mr. Whitters currently serves as a director of InfuSystem Holdings, Inc., a provider of ambulatory infusion pumps and associated clinical

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services, and as a director of Air Methods Corporation, an air medical transportation company. From 2003 to 2013, Mr. Whitters served as a director of Omnicell, Inc., a company providing comprehensive automation and business analytics software for medication and supply management in the healthcare industry.

Mr. Whitters is a CPA and brings to the Board over 30 years of financial and other business experience, much of it in the healthcare industry. He developed extensive financial expertise and leadership abilities during his service in senior finance roles at First Health Group and United Healthcare, which has allowed him to bring these critical abilities and accounting skills to the Board.

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PROPOSAL 2: RATIFY THE APPOINTMENT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

Our Board of Directors, upon the recommendation of our Audit Committee, has appointed BDO USA, LLP (“BDO”) as the Company’s independent registered public accounting firm for the 20162020 fiscal year. A proposal will be presented at the annual meeting to ratify the appointment of BDO as our independent registered public accounting firm for the 20162020 fiscal year. Shareholder ratification of the selection of BDO as our independent registered public accounting firm is not required but is being presented to our shareholders as a matter of good corporate practice. Notwithstanding shareholder ratification of the appointment of the independent registered public accounting firm, the Audit Committee, in its discretion, may direct the appointment of a new independent registered public accounting firm if the Audit Committee believes that such a change would be in our best interests and the best interests of our shareholders. If the shareholders do not ratify the appointment, the Audit Committee will reconsider the appointment of BDO. We have been advised that a representative from BDO will be present at the annual meeting, will be given an opportunity to speak if he or she desires to do so, and will be available to answer appropriate questions.

The Board of Directors recommends a vote FOR approval to ratify the appointment of the independent registered public accounting firm.

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PROPOSAL 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) requires that the Company’s shareholders have the opportunity to cast anon-binding advisory vote regarding the compensation of the Company’s executive officers who are named in the Summary Compensation Table contained in this proxy statement whom we refer to as our “named executive officers.” We have disclosed the compensation of our named executive officers pursuant to rules adopted by the SEC.

At our annual meeting of shareholders held on May 24, 2011,June 27, 2017, our shareholders approved our proposal to hold a “Say-on-Pay”“Say-on-Pay” vote every year. As a result, we have committed to annual “Say-on-Pay”Say-on-Pay votes. At our annual meeting of shareholders held on June 16, 2015,6, 2019, our shareholders approved our “Say-on-Pay”Say-on-Pay resolution with approximately 98.3%99.52% of the votes cast approving the 20142018 executive compensation described in our 20152019 proxy statement. In determining executive compensation for 2016,2020, the committee has considered and will continue to consider the shareholder support that the “Say-on-Pay”Say-on-Pay proposal received at the 2015 annual meeting2019 Annual Meeting of shareholders.Shareholders. This strong support from our shareholders confirms our belief that our compensation programs are reasonable, effectively designed and continue to be aligned with the interests of our shareholders.

As we describe in detail in the Compensation Discussion and Analysis section and the accompanying compensation tables and narrative discussion contained in this proxy statement, we have designed our executive compensation programs to drive our long-term success and increase shareholder value. We use our executive compensation programs to provide compensation that will (i) attract and retain our named executive officers, (ii) encourage our named executive officers to perform at their highest levels by directly linking a material portion of their total compensation withto key Company financial and operational performance objectives, and (iii) directly align our executive compensation with shareholders’ interests through the grants of equity-basedlong-term equity incentive awards.

Our Compensation Committee has overseen the development and implementation of our executive compensation programs using these core compensation principles as a guide. Our Compensation Committee also continuously reviews, evaluates and updates our executive compensation programs as needed to ensure that we continue to provide competitive compensation that motivates our named executive officers to perform at their highest levels while simultaneously increasing long-term shareholder value. We highlight the following aspects of our executive pay program that we believe reflect sound governance and effective program design:

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This advisory shareholder vote, commonly referred to as a “Say-on-Pay”“Say-on-Pay” vote, gives you as a shareholder the opportunity to approve or not approve the compensation of our named executive officers that is disclosed in this proxy statement by voting for or against the following resolution (or by abstaining with respect to the resolution):

RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed in this proxy statement in accordance with the compensation disclosure requirements of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and the related narrative disclosures herein, is hereby APPROVED.

Because your vote is advisory, it will not be binding on either the Board of Directors or the Company. However, our Compensation Committee will take into account the outcome of the shareholder vote on this proposal when considering future executive compensation decisions and arrangements.

The Board of Directors recommends a vote FOR approval of the compensation paid to the Company’s named executive officers as disclosed in this proxy statement in accordance with the compensation disclosure requirements of the SEC, including in Compensation Discussion and Analysis, compensation tables and the related narrative disclosures.

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INFORMATION ABOUT THE BOARD OF DIRECTORS

AND COMMITTEES OF THE BOARD OF DIRECTORS

Independence

The Board of Directors has evaluated the independence of each Board member and has determined that the following directors, which constitute a majority of the Board, are independent in accordance with the Nasdaq Global Select Market and SEC rules governing director independence: Ms. Mangum and Messrs. Cole, Dills,Costello, Drapkin, Kimble Owens and Whitters. In determining Mr. Owens’ independence, the Board considered that Mr. Stewart, the Company’s President and CEO, is an investor in IronPlanet, a privately held company for which Mr. Owens currently serves as Chairman and CEO. The Board determined that Mr. Stewart’s investment, which represents less than 0.2% of the ownership of the company, was immaterial and did not impair Mr. Owens’ independence.

Meetings of the Board of Directors and Attendance at the Annual Meeting of Shareholders

During 2015,2019, there were sixfour meetings of the Board of Directors. Each incumbent director attended more than 75 percent of the aggregate of all meetings of the Board of Directors held while he or she was a director and any committees on which that director served.

The Board of Directors does not have a policy requiring director attendance at the annual shareholders meeting. However, directors are encouraged to attend. All of our then-serving directors attended the 20152019 Annual Meeting of Shareholders.

Director Compensation

The following table presents information relating to total compensation for the fiscal year ended December 31, 2015,2019, with respect to those directors that served during the year. Information with respect to the compensation of Mr. Stewart and Mr. Owens is included below under “Executive Compensation.” As an executive officerofficers of the Company, Mr. Stewart doesand Mr. Owens (other than as described below) do not receive any compensation for his service as a director.directors.

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Eachnon-employee member of the Board is paid a $30,000$40,000 annual retainer for his or her service on the Board, and the Chairman of the Boardindependent Lead Director is paid an additional $60,000a $20,000 annual retainer for his or her service in thaton the Board.capacity. Non-employee members of Board committees are paid annual committee retainers of $10,000 for the Audit Committee, $7,500 for the Compensation Committee and $5,000 for the Nominating and Corporate Governance Committee. Chairs of each of these committees are paid supplemental annual committee chair retainers equal to the amount of the applicable member retainer for the particular committee. Non-employee directors also receive a $1,500 per meeting attendance fee for attendance at Board meetings and the annual meeting of shareholders, if the annual meeting of shareholders is not held in conjunction with a Board meeting. Directors are reimbursed for allout-of-pocket expenses, if any, incurred in attending Board and committee meetings.

In addition to cash compensation, the Board may grant nonqualified stock options or other equity awards to thenon-employee directors from time to time. On June 15, 2015,5, 2019, the Company granted options to purchase 35,00018,547 shares of the Company’s commonrestricted stock or restricted stock units to each of the Company’s then-servingnon-employee directors whose service on the Board was continuingexpected to continue beyond the 2015 annual meeting2019 Annual Meeting of shareholdersShareholders (Ms. Mangum and Messrs. Cole, Dills,Costello, Drapkin, Kimble Owens and Whitters and Dr. Georgiou).Whitters) All of the optionsrestricted stock and restricted stock units granted to the directors on June 15, 2015 have an exercise price of $4.50 and5, 2019 will vest on the earlierlater of (a) June 15, 20165, 2020 and (b) the date of, and immediately prior to, the 20162020 Annual Meeting of Shareholders. These options will expire on June 14, 2022.

Upon his appointment to the Board on March 16, 2015, the Company granted Gregory J. Owens (a) 2,849 shares of restricted stock and options to purchase 2,849 shares of the Company’s common stock, both of which vested on June 16, 2015, and (b) as a one-time election grant, an additional 8,546 stock options and an additional 8,546 shares of restricted stock, both of which vest on March 16, 2018. The options granted to Mr. Owens have an exercise price of $4.07 and the grant of 2,849 options will expire on March 15, 2021, while the grant of 8,546 options will expire on March 15, 2022.

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Upon his appointment to the Board on April 21, 2015, the Company granted William F. Kimble (a) 1,424 shares of restricted stock and options to purchase 1,424 shares of the Company’s common stock, both of which vested on June 16, 2015, and (b) as a one-time election grant, an additional 8,546 stock options and an additional 8,546 shares of restricted stock, both of which vest on April 21, 2018. The options granted to Mr. Kimble have an exercise price of $3.91 and the grant of 1,424 options will expire on April 20, 2021, while the grant of 8,546 options will expire on April 20, 2022.

Board Leadership Structure and Role in Risk Oversight

The Board of Directors determines what leadership structure it deems appropriate from time to time based on factors such as the experience of the Company’s Board members, and executive officers and other members of senior management, the current business environment of the Company and other relevant factors. After considering these factors, in early 2019, the Board has determined that the appropriate leadership structure for the Company at this time is a Board of Directors with an independent Chairman of the BoardLead Director (Mr. Whitters) and, a Chief Executive Officer (Mr. Stewart) who also serves on the Company’s Board. We believeBoard, and an Executive Chairman of the Board (Mr. Owens) who provides additional leadership to the Board and support to senior management of the Company, particularly on strategic matters. The Board believes that the role of an independent ChairmanLead Director enhances the Board’s oversight of management of the Company and helps to ensure that the Board is fully engaged with the Company’s strategy and its implementation.

Management of the Company is responsible for the Company’sday-to-day risk management and the Board serves in a risk management oversight role. The Audit Committee assists the Board of Directors in fulfilling this oversight function. The Audit Committee and management of the Company periodically review various risks facing the Company and the internal controls and procedures in place to manage such risks. In addition, the Audit Committee and full Board consider risk-related matters on an ongoing basis in connection with deliberations regarding specific transactions and issues.

Stock Ownership Guidelines

Directors.In May 2008, the Nominating and Corporate Governance Committee adopted stock ownership guidelines for the Company’snon-employee directors to better align the interests ofnon-employee directors with shareholders. In September 2015, the Nominating and Corporate Governance Committee amended the stock ownership guidelines for the Company’snon-employee directors to more closely align them with the ownership guidelines that were adopted for executive officers in September 2011. The guidelines requirenon-employee directors to own shares of Company stock with a value equal to or greater than the lesser of (x) four times the amount of the annual retainer paid to thenon-employee director for Board service or (y) 25,000 shares of the Company’s common stock. Directors have five years to achieve compliance with the guidelines. Shares must be owned directly by the director or his immediate family residing in the same household or in trust for the benefit of thenon-employee director or his

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immediate family.One-third of vested options count toward satisfaction of the guidelines, but restricted stock units, unvested shares of restricted stock and unvested stock options do not count toward satisfaction of the guidelines. The Nominating and Corporate Governance Committee has authority to grant exceptions to the guidelines in rare circumstances. As of December 31, 2015,2019, all directors were in compliance with the director stock ownership guidelines.

Executive Officers.In September 2011, wethe Board of Directors established stock ownership guidelines for ourthe Company’s executive officers to further align their interests with those of ourthe Company’s shareholders. See “Compensation Discussion and Analysis – Executive Stock Ownership Guidelines” below for a discussion of these stock ownership guidelines.

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Audit Committee

The Company’s Audit Committee consists of three independent directors: Messrs. Dills, Kimble, Costello and Whitters. Mr. DillsKimble currently serves as Chairman of the Audit Committee, and the Board has designated Mr. Whitters and Mr. Kimble as “audit committee financial experts,” as such term is defined in Item 407(d) of SEC Regulation S-K.S-K under the Exchange Act. The Board of Directors has determined that the current Audit Committee members satisfy the independence criteria included in the current listing standards for the Nasdaq Global Select Market and by the SEC for audit committee membership. The Audit Committee met 12twelve times in 2015.2019. The Audit Committee has sole authority to retain the Company’s independent registered public accounting firm and reviews the scope of the Company’s annual audit and the services to be performed for the Company in connection therewith. The Audit Committee also formulates and reviews various Company policies, including those relating to accounting practices and the internal control structure of the Company, and the Company’s procedures for receiving and investigating reports of alleged violations of the Company’s policies and applicable regulations by the Company’s directors, officers and employees. The Audit Committee also reviews and approves any related party transactions. The Board has adopted a written Audit Committee Charter which is available at the Company’s website: www.prgx.com or upon written request to the Secretary of the Company at 600 Galleria Parkway, Suite 100, Atlanta, Georgia 30339. See “Report of the Audit Committee.”

Audit CommitteePre-Approval Policies and Procedures. The Audit Committee approves each engagement of the Company’s principal accountants for audit andnon-audit related services and associated projected fees in advance of such engagement.

Compensation Committee

The Company’s Compensation Committee consists of three independent directors: Messrs. ColeCostello and Whitters and Ms. Mangum. Mr. WhittersCostello is Chairman of the Compensation Committee. The Board of Directors has determined that each of the Compensation Committee members is independent based on the current listing standards for the Nasdaq Global Select Market.

The Compensation Committee held sevensix meetings in 2015.2019. The Compensation Committee determines the compensation of the executive officers of the Company and the other members of the Company’s senior leadership team. The Compensation Committee also administers the Company’s benefitequity plans, including the 2008PRGX Global, Inc. 2017 Equity Incentive Compensation Plan (the “2017 Equity Incentive Compensation Plan”), and the Short-Term Incentive Plan, and makes recommendations to the Nominating and Corporate Governance Committee regarding director compensation. The Compensation Committee determines the amounts and types of all awards of stock-based compensation to individuals who file reports pursuant to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Each member of the Compensation Committee is a “nonemployee” director, as such term is defined in Rule16b-3 promulgated pursuant to the Exchange Act. Each member is also an “outside” director, as

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such term iswas defined previously in the regulations promulgated pursuant to Section 162(m) of the Code.Internal Revenue Code of 1986, as amended (the “Code”) (as in effect for years prior to January 1, 2018). The Compensation Committee’s charter requires that all members of the Committee shall be independent from the Company and that at least two members shall satisfy the definition of “nonemployee” director described above. The Compensation Committee charter is available at the Company’s website: www.prgx.com or upon written request to the Secretary of the Company at 600 Galleria Parkway, Suite 100, Atlanta, Georgia 30339. For information regarding the Company’s 20152019 executive compensation, see “Compensation Discussion and Analysis.”

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee (“NCG Committee”) consists of three independent directors: Ms. Mangum and Messrs. ColeDrapkin and Owens.Kimble. Ms. Mangum serves as Chairman of

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the NCG Committee. The Board of Directors has determined that each of the NCG Committee members is independent based on the listing standards for the Nasdaq Global Select Market. The NCG Committee metfourmet three times in 2015.2019. The NCG Committee has the responsibility to consider and recommend nominees for the Board of Directors and its committees, to oversee review and assessment of the performance of the Board, set Board compensation, and monitor and recommend governance principles and guidelines for adoption by the Board.

The Board has delegated to the NCG Committee the responsibility for evaluating current Board members at the time they are considered forre-nomination. After considering the appropriate skills, expertise and experience needed on the Board, the independence, expertise, experience, skills and performance of the current membership of the Board, and the willingness of Board members whose terms are expiring to bere-nominated, the NCG Committee recommends to the Board whether those directors should bere-nominated.

In preparation for the Company’s annual meeting of shareholders and at such other times as appropriate, the NCG Committee considers whether the Board would benefit from adding one or more additional Board members, and if so, the skills, expertise and experience sought. If the Board determines that a new member or members would be beneficial, the NCG Committee sets the qualifications for the position(s) and conducts searches to identify qualified candidates. Such searches may use the services of an executive search firm that would receive a fee for its services. The NCG Committee (or its Chairman) screens the available information about the potential candidates. Based on the results of the initial screening, interviews with the viable candidates are scheduled with NCG Committee members, other members of the Board and, from time to time, senior members of management. Upon completion of these interviews and other due diligence, the NCG Committee may recommend to the Board the election or nomination of a candidate. All potential candidates, regardless of whether they are developed through the executive search firm or otherwise, are reviewed and evaluated using the same process.

When the NCG Committee engages an executive search firm, the search firm performs research to identify and qualify potential candidates using the desired qualifications identified by the NCG Committee, contacts such qualified candidates to ascertain their interest in serving on the Company’s Board, collects resumes and other data about the interested candidates and recommends candidates for further consideration by the NCG Committee.

The NCG Committee has no set minimum criteria for selecting Board nominees, although its preference is that a substantial majority of allnon-executive directors possess the following qualifications: independence in accordance with the listing standards established for companies listed on the Nasdaq Global Select Market; significant leadership experience at the corporate level in substantial and successful organizations; relevant, butnon-competitive, business experience; the ability and commitment to devote

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the time required to fully participate in Board and committee activities; strong communication and analytical skills; and a personality that indicates an ability to work effectively with the other members of the Board and management. In evaluating candidates for the Board of Directors, the NCG Committee seeks to maintain a balance of diverse business experience, education, skills and other individual qualities and attributes in order to enhance the quality of the Board’s deliberations and decision-making processes. In any given search, the NCG Committee may also define particular characteristics for candidates to balance the overall skills and characteristics of the Board with the perceived needs of the Company.

The NCG Committee will also consider nominating for service on the Company’s Board candidates recommended by shareholders. Such recommendations will only be considered by the NCG Committee if they are submitted to the NCG Committee in accordance with the requirements of the Company’s Bylaws and accompanied by all the information that is required to be disclosed in connection

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with the solicitation of proxies for election of director nominees pursuant to Regulation 14A under the Exchange Act, including the candidate’s written consent to serve as director, if nominated and elected. On February 5, 2016, we received notice from VCM that it intended to nominate, on its own proxy statement, four nominees for election to the Board at the 2016 Annual Meeting. We determined that the notice was invalid because VCM was not a shareholder of record at the time of giving notice of its nominations, as is required by our Bylaws, and provided VCM written notice of our determination on February 19, 2016. To date we have received no further communications from VCM. To be considered by the NCG Committee, shareholder recommendations for director nominees to be elected at the 20172021 Annual Meeting of Shareholders, together with the requisite consent to serve and proxy disclosure information in written form, must be received by Victor A. Allums, Secretary, at the offices of the Company at 600 Galleria Parkway, Suite 100, Atlanta, Georgia 30339, no earlier than January 8, 2017 and6, 2021and no later than February 7, 2017.thanFebruary5, 2021.

The Company did not receive any shareholder recommendations of director candidates for election at the 2020 Annual Meeting of Shareholders prior to the deadline contained in the Company’s Bylaws.

The NCG Committee’s charter is available at the Company’s website: www.prgx.com or upon written request to the Secretary of the Company at 600 Galleria Parkway, Suite 100, Atlanta, Georgia 30339.

Shareholder Communications to the Board of Directors

In addition to recommendations for director nominees, the Board of Directors welcomes hearing from shareholders regarding the management, performance and prospects for the Company. To facilitate complete and accurate transmittal of shareholder communications to the directors, the Company requests that all shareholder communication to the Board or any of its members be made in writing and addressed to the Company’s Secretary, Victor A. Allums, at PRGX Global, Inc., 600 Galleria Parkway, Suite 100, Atlanta, Georgia 30339. The Company also requests that any such communication specifies whether it is directed to one or more individual directors, all the members of a Board committee, the independent members of the Board, or all members of the Board and the mailing address to which any reply should be sent. On receipt, Mr. Allums will forward the communication to the director(s) to whom it is addressed as specified by the shareholder. If the shareholder does not specify which directors should receive the communication, Mr. Allums will distribute the communication to all directors.

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REPORT OF THE AUDIT COMMITTEE

The purpose of the Audit Committee is to assist the Board in its general oversight of the Company’s financial reporting, internal controls and audit functions. The Board has adopted a written Audit Committee Charter (available at the Company’s website: www.prgx.com) that sets out the organization, purpose, duties and responsibilities of the Audit Committee.

Management is responsible for the preparation, presentation and integrity of the Company’s financial statements; accounting and financial reporting principles; establishing and maintaining disclosure controls and procedures (as defined in Exchange ActRule 13a-15(e)); establishing and maintaining internal control over financial reporting (as defined in Exchange ActRule 13a-15(f)); evaluating the effectiveness of disclosure controls and procedures; evaluating the effectiveness of internal control over financial reporting; and evaluating any change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting. The Company’s independent registered public accounting firm is responsible for performing an independent audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with U.S. generally accepted accounting principles, as well as expressing an opinion on the effectiveness of internal control over financial reporting.

In fulfilling its oversight responsibilities with respect to the year ended December 31, 2015,2019, the Audit Committee:

AUDIT COMMITTEE

Patrick G. Dills, Chairman

William F. Kimble

Joseph E. Whitters

Notwithstanding anything to the contrary which is or may be set forth in any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act that might incorporate Company filings, including this proxy statement, in whole or in part, the preceding Report of the Audit Committee shall not be incorporated by reference into any such filings.

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COMPENSATION DISCUSSION AND ANALYSIS

As discussed above under “Information About the Board of Directors and Committees of the Board of Directors,” the Compensation Committee of the Board of Directors has the overall responsibility for our executive compensation plans, policies and programs. The Compensation Committee approves the compensation of each of our named executive officers, and other executive officers of the Company.Company and other members of the Company’s senior leadership team. The Compensation Committee is also responsible for recommending to the Nominating and Corporate Governance Committee the compensation and compensation plans, policies and programs for our directors. The Compensation Committee consists of three members who are “independent” directors under the Company’s corporate governance guidelines and the rules of Thethe Nasdaq Stock Market LLC.Global Select Market.

Executive Summary

This Compensation Discussion and Analysis does not address the impact of the coronavirus (orCOVID-19) on the global economy, our business and financial results, or our executive compensation for 2020. Prior to the global outbreak of theCOVID-19 pandemic, the Compensation Committee took certain actions with respect to the 2020 executive compensation program, including reviewing the salaries of the Company’s executive officers, granting long-term equity incentive awards to executive officers and establishing the terms of the 2020 Short-Term Incentive Plan. As theCOVID-19 pandemic evolves and the associated economic circumstances continue to develop, the Compensation Committee expects to continue monitoring the situation and taking into consideration the impact of the pandemic in its ongoing assessment of the compensation arrangements and practices it determines to be in the best interests of the Company’s shareholders, and where appropriate, other stakeholders. The 2020 executive compensation program decisions will be described in our proxy statement for next year’s annual meeting.

In January 2019, the Board of Directors appointed Gregory J. Owens to serve as Executive Chairman. Mr. Owens’ compensation was determined by the Compensation Committee after consultation with Meridian Compensation Partners, LLC. References in this Compensation Discussion and Analysis to “executive officers” does not refer to Mr. Owens unless otherwise noted. For a description of Mr. Owens’ compensation arrangement, see “Process for Establishing Executive Compensation – Compensation of the Executive Chairman” below.

Compensation Considerations

The Compensation Committee considers the following factors, among others, in making decisions regarding the compensation program for our executive officers:

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Pay-For-Performance Compensation Philosophy

We have apay-for-performance compensation philosophy and strive to have executive compensation programs and practices that will align executive pay with Company performance. In recent years, the Compensation Committee has made significant effortstaken steps to furthersignificantly strengthen the alignment of executive compensation with the financial performance of the Company, including (i) heavily weighting stock options in the mix ofimplementing long-term equity incentive awards granted to executive officers in 2014, with two-thirds of the stock options having exercise prices exceeding the grant date market value of the underlying shares (i.e., “premium-priced” options), (ii) replacing traditional service-based vesting grants of stock options and restricted stock grants withemphasizing grants of performance-based vesting restricted stock units (“PBUs”) in 2015,, which vest, if at all, only upon the attainment of certain levels of revenue and adjusted EBITDA and (iii)(ii) requiring the attainmentachievement of an establishedminimum levels of adjusted EBITDA thresholdand revenue prior to any bonuses being paid out under the 2015applicable Short-Term Incentive Plan regardless of whether revenue thresholds were met by the Company. As previously reported, the Company’s recent financial performance has not met the Company’s expectations. Our performance in 2015 was hurt by a number of factors, including a slower than planned ramp-up in our adjacent services offerings such as spend analytics, delays in converting recovery audit claimswith respect to revenue, particularly in Europe, the bankruptcy of a large client, delays in onboarding several new clients, audit scope restrictions and lower contingency fee rates at several clients, and stepped-up enforcement of regulations impacting UK grocers. The strong linkage between the Company’s recent financial performance and executive compensation is reflected in the following executive compensation highlights from fiscal years 2013 through 2015:those plan components.

1. No Pay Increases for our Chief Executive Officer and Only Small Pay Increases for Other Executive Officers.2019 Compensation Overview Our Chief Executive Officer (“CEO”) has not received an increase in his base salary since he was appointed to the position of CEO in 2013. Our other executive officers have received only small annual increases to their base salaries in each of the previous three years.

2.No Payouts Under the Short Term Incentive Plans for 2013 and 2015 and Only Modest Payouts for 2014.Based on the Company’s failure to achieve the minimum financial performance targets for fiscal years 2013 and 2015, no annual cash incentives were paid to the Company’s executive officers under the Short-Term Incentive Plans for such years. Modest annual cash incentives were earned by our executive officers for 2014, although our CEO declined to accept his annual incentive bonus earned for 2014.

3.Stock Options Granted in the Last Three Years Have Not Generated Any Value to Recipients. As of December 31, 2015, all of the stock options granted to our named executive officers during the last three years were underwater, meaning that the exercise price per share exceeded the closing price of our common stock on that date.

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4.Payout for the PBUs Granted in 2015 is Unlikely.In 20152019, the Compensation Committee granted took the following actions with respect to the compensation program for our executive officers:

Although it is not tied to any particular compensation formula for the compensation of its named executive officers, the Compensation Committee periodically reviews external market data from peer companies and relevant compensation surveys, including data regarding base salaries, total cash compensation (salary plus target bonus), and total direct compensation (total cash compensation plus equity grant value). This data is among many of the variables, including the recent performance and strategic fit of the named executive officers, considered by the Compensation Committee when making compensation decisions.

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Overview of Executive Compensation Program

We have designed our compensation program to provide our executive officers with a combination of cash (salary and short-term incentive-based) and long-term equity incentive compensation to align their interests with those of our shareholders. During 2015,2019, our executive officer compensation program primarily consisted of the following elements:

Although the Compensation Committee has not established a policy or formula for the allocation of total compensation among these different elements of total executive officer compensation, the Compensation Committee strives to achieve an appropriate mix between the different forms of compensation to:

For purposes of this proxy statement, our named executive officers for the year ended December 31, 20152019 were as follows:

CEO Realizable Pay

We believe that the following table provides important supplemental information demonstrating the strong alignment between our executive compensation and Company performance. The following table compares, and details the significant differences between, the total direct compensation of our CEO over the last three years and the realizable pay of our CEO over the same period. For purposes of the table below, total direct compensation is comprised of the compensation reported in the Summary Compensation Table with respect to Mr. Stewart’s base salary and equity grants plus his target bonus opportunity under the Short-Term Incentive Plan for such year. Realizable pay is intended to measure the actual amount of pay that Mr. Stewart actually received or can reasonably expect to receive and consists of base salary, actual cash bonus payouts, and the actual amount of pay delivered from equity awards,

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including a current estimate of value of awards that have either not yet vested or have not yet been earned. The information contained in the table below is supplemental information and is not a substitute for the information reported in the Summary Compensation Table or other information required to be reported by the SEC.

As shown below, our CEO’s realizable pay has been substantially below the total direct compensation because (a) total direct compensation includes the target cash bonus opportunity for Mr. Stewart under the Short-Term Incentive Plan without regard to whether such amount was earned and resulted in actual compensation, and (b) the Summary Compensation Table requires the inclusion of (i) the grant date fair value of PBUs at the target level of financial performance even though the Company has determined that it is “not probable” that the level of financial performance required for the vesting and payment of any of the PBUs will be achieved for the performance period ending December 31, 2016, and (ii) the grant date fair value of stock options as calculated in accordance with GAAP. However, realizable pay reflects only the amounts, if any, actually received by Mr. Stewart through cash bonus payouts under the Short-Term Incentive Plan and the exercise of stock options plus the estimated fair market value of outstanding stock options as of each fiscal year end.

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Process for Establishing Executive Compensation

Role and Use of Compensation Consultants. The Compensation Committee from time to time engages compensation consultants to assist the Compensation Committee in making compensation decisions. Since 2008,In January 2018, the Compensation Committee has engaged Pearl Meyer &made the determination that it was in the best interest of the Compensation Committee and the Company to engage Meridian Compensation Partners, LLC (“Pearl Meyer”Meridian”), an as its independent compensation consultant to provide advice on executive compensation. Pearl Meyer is very well acquainted with the Company and its competitive landscape. Since its original engagement, Pearl Meyer has performed executive compensation studies from time to time for the Compensation Committee and has presenteda new perspective to the Compensation Committee various analyses regarding the structure and content of the Company’swith respect to executive compensation program. We have inquired andcompensation. The Compensation Committee has confirmed that there are no conflicts of interest between any of our directors or executive officers and Pearl Meyer.Meridian.

Market Compensation Information. To assist the Compensation Committee in its review of the Company’s executive compensation, from time to time, Pearl Meyer providesMeridian provided compensation data for a “peer group” of publicly traded companies. In 2013,2019, the Compensation Committee, requested that Pearl Meyer reviewwith the assistance of Meridian, reviewed the composition of the Company’s peer group and makemade recommendations regarding any changes orcertain updates to the peer group. In December 2013, Pearl MeyerMarch 2019, Meridian presented the Compensation Committee with its findings and recommendations for a revised peer group for the Company after evaluating industry classification, company sizefinancial statistics (such as revenue, market capitalization, and profitability), business modelscharacteristics and international operations of other public companies. After careful deliberation and review of the Pearl Meyer report,Meridian input, the Compensation Committee approved the following professional/business services healthcare technology and information technology services companies as the Company’s peer group for compensation reference purposes:purposes in June 2019:

Compensation of the CEO. On November 15, 2013, following the departure of our former President and CEO, the Board of Directors appointed Ronald E. Stewart, a member of our Board of Directors since November 2012, to serve as interim President and interim CEO until the Board of Directors appointed a permanent President and CEO. On December 13, 2013, the Board of Directors announced the appointment of Mr. Stewart as our President and CEO, effective December 13, 2013.

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In connection with the appointment of Mr. Stewart as our President and CEO, the Compensation Committee consulted with Pearl Meyer & Partners, the Company’s prior independent compensation consultant, regarding the design of Mr. Stewart’s compensation arrangement. The Compensation Committee also took into consideration Mr. Stewart’s abilities and experience and his knowledge of the Company through his service as a director, as well as the results of the Company’s 2013Say-on-Pay vote and feedbackinput from a number of our large shareholders regarding the compensation of our former President and CEO.shareholders. Mr. Stewart’s overall compensation package was established through arm’s length negotiations with the Compensation Committee and was reflected in an employment agreement. While Mr. Stewart’s employment agreement with Mr. Stewart. While it isprovided for an attractive and competitive compensation arrangement, it includesincluded a lower base salary and lower target and maximum short-term incentive opportunities than were partthose of the compensation arrangements with the Company’s previous President and CEO.his predecessor. Mr. Stewart’s original employment agreement providesprovided for an annual base salary of $515,000 and an annual target performance bonusshort-term incentive equal to 75% of his annual base salary and a maximum performance bonusshort-term incentive equal to 150% of his annual base salary, under the Company’s Short-Term Incentive Plan, based on the achievement of certain performance objectives to be set by the Company’s Compensation Committee.

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In addition to his salary and annual performance bonus opportunity, the Compensation Committee also granted on December 13, 2013, the day that he was named permanent President and CEO, aone-time equity grant of 100,000non-qualified stock options and 150,000 shares of restricted stock, subject to time-vesting requirements. Thenon-qualified stock options have a seven-year term, and an exercise price of $6.54, which was the closing price of the Company’s common stock on the date of the grant.One-third of thenon-qualified stock options vested on June 15, 2015 and the remaining non-qualified stock options will vest in equal one-half increments on each of June 15, 2015, 2016, and 2017. The shares of restricted stock vestvested in full on December 13, 2016.

In April 2016 and October 2017, the third anniversaryCompany entered into amendments to Mr. Stewart’s original employment agreement, which, among other things, extended the term of the dateoriginal employment agreement, provided for the increase of the grant.

On June 27, 2014, as part of its annual equity grant process, the Compensation Committee granted Mr. Stewart 500,000 non-qualified stock options. One-third of the non-qualified stock options vested on June 27, 2015Stewart’s salary and the remaining non-qualified stock options will vest in equal one-half increments on each of June 27, 2016his target and 2017. The non-qualified stock options have a six-year termmaximum short-term incentive opportunities, and have exercise prices equal to the closing price of the Company’s common stock on the date ofprovided for the grant or $6.36, forof additional equity awards, all of which are further described under the options that vested on June 27, 2015, 110% of the closing price of the Company’s common stock on the date of the grant, or $6.99, for the options vesting on June 27, 2016 and 120% of the closing price of the Company’s common stock on the date of the grant, or $7.63, for the options vesting on June 27, 2017.

Based on the Company’s financial performance in 2014, the named executive officers earned bonuses between the threshold and target level for the revenue portion of the 2014 Short-Term Incentive Plan; however, Mr. Stewart voluntarily chose not to accept his earned bonus for 2014.

On March 30, 2015, as part of its annual equity grant process, the Compensation Committee granted Mr. Stewart 260,000 PBUs. The PBUs vest, if at all, only upon the attainment of certain levels of adjusted EBITDA for the two-year period ending December 31, 2016. We discuss the 2015 annual equity grants in more detail under “Long-Term Equity Incentive Compensation – Grant of PBUs.”section “Employment Agreements” below.

The Compensation Committee reviews the performance and compensation of our CEO each year. In evaluating the compensation of the CEO, the Compensation Committee considers factors such as his skills, relevant experience and recent performance, as well as market compensation data. Following such review in December 2018, the Compensation Committee approved an increase, effective as of January 1, 2019, in Mr. Stewart’s salary to $625,000. See “Employment Arrangements”Agreements” below for a further description of the Company’s employment agreement with Mr. Stewart.

Compensation of the Executive Chairman. In January 2019, the Board of Directors appointed Gregory J. Owens to serve as Executive Chairman. After consultation with Meridian regarding the design of Mr. Owens’ compensation arrangement, the Compensation Committee approved an annual base salary for Mr. Owens of $415,000. On April 16, 2019, upon consideration of the responsibilities undertaken by Mr. Owens following his appointment as Executive Chairman, the Compensation Committee granted to Mr. Owens 104,856 shares of time-vested restricted stock as follows: (i) 48,059 shares, which vest in eleven installments of 4,369 shares on each of the first through eleventh monthly anniversaries of April 16, 2019, provided that Mr. Owens continues serving as Executive Chairman on such monthly anniversary, and (ii) 56,797 shares, which vest in thirteen installments of 4,369 shares on each of the twelfth through twenty-fourth monthly anniversaries of April 16, 2019, provided that Mr. Owens continues serving as Executive Chairman on such monthly anniversary. The Compensation Committee has determined that Mr. Owens will not participate in the Company’s Short-Term Incentive Plan.

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Compensation of Other Named Executive Officers. In setting the initial compensation for our other named executive officers, the Compensation Committee, in consultation with the CEO, considers the skills, relevant experience and qualifications of the officer, as well as market compensation data the recommendations of Pearl Meyer and the compensation arrangement with the executive officer’s former employer. We establish the overall compensation package of these executive officers through arm’s length negotiations and reflect the terms in an employment agreement. The CEO annually reviews the performance of the other executive officers, including our named executive officers. The Compensation Committee, in consultation with the CEO, then determines the amount of compensation for the other executive officers, including our other named executive officers, for the upcoming year. With respect to these executive officers, the Compensation Committee and the CEO consider multiple factors in establishing the terms of their compensation packages, including the skills, relevant experience, recent performance and strategic fit of each executive officer at the Company, as well as market compensation data.

The compensation packages for Messrs. Limeri, Cochrane and Allums are reflected in their employment agreements

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2019 Compensation Decisions

Effective as of January 3, 2019, the Company entered into an employment agreement with Mr. Abkemeier in September 2014, April 2014connection with his appointment as the Company’s Chief Financial Officer, Treasurer and November 2008, respectively.Controller. Mr. Abkemeier was subsequently appointed the Company’s Executive Vice President, Chief Financial Officer and Treasurer in February 2020. See “Employment Arrangements”Agreements” below for a description of Mr. Abkemeier’s employment agreement.

In January 2019, the Company’s employment agreementsCompensation Committee approved the base salary for Mr. Owens in connection with its named executive officers.

2015his appointment as Executive Chairman of the Company. Mr. Owens’ salary was determined by the Compensation DecisionsCommittee after a review of market data for similar positions in consultation with Meridian. In April 2019, after further consideration by the Compensation Committee of his responsibilities, Mr. Owens was granted certain equity awards in connection with his service as Executive Chairman. See “Compensation of the Executive Chairman” above for a detailed description of Mr. Owens’ equity grants.

In March 2015, after reviewing the performance of each executive officer and reviewing relevant market compensation information,2019, the Compensation Committee decided not to increaseapproved the base salarymaterial terms of the CEO2019 Short-Term Incentive Plan, as described below under “Cash Bonus – 2019 Short-Term Incentive Plan.” The Compensation Committee included revenue and adjusted EBITDA objectives in the 2019 Short-Term Incentive Plan as criteria for the amounts of the actual bonus payouts, if any, to make only small increases (i.e. from 1%Mr. Stewart, Mr. Abkemeier and other plan participants. Both revenue and adjusted EBITDA objectives were included in the design of the 2019 Short-Term Incentive Plan to 3%)ensure that the Company’s executive officers maintained their focus on revenue, while at the same time achieving a certain level of profitability. The Compensation Committee also included individual performance objectives in the 2019 Short-Term Incentive Plan for each member of the Company’s executive management committee participating in the STI Plan, including Mr. Stewart and Mr. Abkemeier. The individual performance objectives varied for, and were tailored to the salariesjob responsibilities of, each member of the otherCompany’s executive officers, including the Company’s named executive officers, as described in more detail below under “Base Salary.”management committee.

The Compensation Committee also madegranted long-term equity grantsincentive awards to certain of its executive officers in March 2015. In an effort to more closely tie executive long-term compensation to the Company’s long-term operational performance, the Compensation Committee elected to redesign annual long-term incentiveNovember 2019, which awards by replacing stock optionsconsisted of PBUs and restricted stock or restricted stock units that vest solely withstock. In granting the passage of time with PBUs, which vest, if at all, only upon the attainment of certain levels of adjusted EBITDA that the Company achieves for the two-year performance period ending December 31, 2016, as more fully described below under “Long-Term Equity Incentive Compensation – Grant of PBUs”. In making the2019 long-term equity grants,incentive awards, the Compensation Committee focused on a number of factors, including the projected growth of the Company’s revenue from continuing operations and adjusted EBITDA from continuing operations reflected in the vesting criteria for the PBUs and associated shareholder value creation expected from such growth, the number of shares available for grant under the Company’s 20082017 Equity Incentive Compensation Plan, the projected future value of the long-term equity incentive awards and the aggregatepotential dilution from such awards. The grant of PBUs reflects the Compensation Committee’s desire to continue to closely tie executive long-term equity compensation to the Company’s long-term operational performance. The PBUs granted in November 2019 vest, if at all, based upon the levels of revenue from continuing operations and adjusted EBITDA from continuing operations that the Company achieves for thetwo-year performance period ending December 31, 2020. Vested PBUs will be paid in whole shares of common stock. In addition to granting the PBUs, the Compensation Committee also determined that the November 2019 grant of shares of restricted stock, which vest in three equal installments on each of November 15, 2020, November 15, 2021 and November 15, 2022, provided additional retention strength of all unvested equity held byincentives to the Company’s executive officers. After theThe Compensation Committee determined that the CEO’sCEO would not receive any long-term equity grants in 2019 following the grant would consistto him of 260,000 PBUs,stock options to acquire 500,000 shares of the Company’s common stock in late 2017. The CEO made recommendations to the Compensation Committee for grants to other executive officers, and employee grantees. Afterafter considering the CEO’s recommendation and other relevant information, the Compensation Committee determined the amount of the equity grants to each of our other executive officers.

In May 2015, the Compensation Committee approved the material terms of the 2015 Short-Term Incentive Plan, as described below under “Cash Bonus – 2015 Short-Term Incentive Plan.” The Compensation Committee included adjusted EBITDA and revenue objectives in the 2015 Short-Term Incentive Plan as the criteria for the amounts of the actual bonus payouts, if any, to individual named executive officers and other plan participants. Both revenue and adjusted EBITDA objectives were included in the design of the 2015 Short-Term Incentive Plan to ensure that the Company’s executive officers maintained their focus on revenue, while at the same time achieving a certain level of profitability.

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Elements of the Company’s Executive Compensation Program

Base Salary.The annual base salary component of the Company’s executive compensation program provides each named executive officer with a fixed minimum amount of annual cash compensation. Salaries for our named executive officers are generally determined through their employment agreements, subject to annual review and adjustment from time to time by the Compensation Committee. In establishing base salaries for our named executive officers, the Compensation Committee considers market compensation information, including data regarding compensation paid by our peer group. As described above, our CEO’s original base salary was determined through arm’s length negotiations in connection with the negotiation of his Employment Agreement,employment agreement (as discussed below in “Employment Agreements”) and has been periodically reviewed by the Compensation Committee did not increasesince that time. Following such review in December 2018, the CEO’s salary in 2015. With regardof the CEO was increased to $625,000, effective January 1, 2019. In March 2019, following a broader review of the othercompensation of the Company’s executive officers, the Compensation Committee made only small increases to their base salaries, includingleft unchanged the base salariessalary of ourthe named executive officers, in March 2015 following a reviewbut slightly increased the salaries of their performance and competitive positioning.two of the Company’s other executive officers.

The following table sets forth the base salaries for each of our named executive officers in effect as of December 31, 2015:2019:

Cash Bonus — 20152019 Short-Term Incentive Plan.In 2006, we began the practice of adopting an annual Short-Term Incentive Plan (a short-term cash incentive plan with annual financial performance goals), through which we provide a cash bonus opportunity to certain of our senior employees, including all of our named executive officers. We continued this practice in 20152019 through the 20152019 Short-Term Incentive Plan (also referred to herein as the “STI Plan”). The STI Plan was a cash incentive program designed to recognize and reward employees whom we expected to make significant contributions towards achieving our 20152019 financial objectives. Approximately 5060 U.S. and international employees participated in the STI Plan, including each of our named executive officers.Messrs. Stewart and Abkemeier. Mr. Owens did not participate in the STI Plan.

Cash bonuses under the STI Plan were contingent upon our achievement of certain 20152019 financial performance objectives. The bonus payouts under the STI Plan, if any, were to be determined based on the Company’s level of achievement of revenue andpre-bonus adjusted EBITDA and revenue in 2015.2019. The Compensation Committee believed that including both revenue and adjusted EBITDA components in the bonus calculation in 20152019 was important to ensure that the Company’s executive officers maintained their focus on revenue, while at the same time achieving a certain level of profitability. Adjusted EBITDA for purposes of the STI Plan is earnings from continuing operations before interest, taxes, depreciation and amortization, as adjusted for unusual and other significant items that management views as distorting our operating results from period to period and as approved by the Compensation Committee. For the Company’s CEOMessrs. Stewart and all named executive officers,Abkemeier, any payments under the STI Plan were to be based on the following: 50% on the Company’s 2019 revenue performance, 35% on the Company’s 2015 revenue performance and 65% on the Company’s 2015 2019pre-bonus adjusted EBITDA performance, and 15% on achievement of individual performance objectives, which components werewill each be calculated independent of each other. If adjusted EBITDA did not exceed the established threshold level under the STI Plan, no bonus payments would be made under the STI Plan. Further, if the established threshold level of 2015 revenue for the Company under the STI Plan was not achieved, the portion of each named executive officer’s bonus based on 2015 revenue performance of the Company would not be paid.

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The target bonus amounts for each named executive officer under the STI Plan were a function of the Company’s employment arrangements with each such named executive officer. Under such arrangements, the target bonus amount for each named executive officer was 50% of the officer’s base salary, except for our CEO whose target bonus amount was 75% of his base salary.

After the Company completed its annual financial planning and budgeting process for 2015, the Compensation Committee established the “threshold” (minimum) and “target”pre-bonus adjusted EBITDA and revenue goals for the STI Plan and the “maximum” revenue goal for the STI Plan. There was no “maximum” The “target” objectives set by the Compensation Committee for payments under the STI Plan were 2019 Company revenue of $190.0 million and 2019 Companypre-bonus adjusted EBITDA established byof $35.0 million. Payout of each component (revenue and adjusted EBITDA) would begin once the applicable threshold financial performance was achieved.

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At threshold revenue performance, 25% of the revenue component under the STI Plan.Plan would be earned; at target revenue performance, 100% of the revenue component under the STI Plan would be earned; and 200% of the revenue component would be earned at maximum revenue performance. The percentage of the revenue component under the STI Plan earned would be prorated between threshold and target and between target and maximum 2019 Company revenue performance based on actual results. At threshold adjusted EBITDA performance, 15% of the EBITDA component under the STI Plan would be earned and 100% of the EBITDA component would be earned at target adjusted EBITDA performance. The percentage of the adjusted EBITDA component earned under the STI Plan would be prorated between threshold and target adjusted EBITDA performance based on actual results. If adjusted EBITDA exceeded the “target” adjusted EBITDA established by the STI Plan, 20% of such excess would be paid to the STI Planbonus participants based on the ratio that such participant’s target bonus amount bears to the sum of the target bonus amounts for all bonus plan participants. At threshold performance of individual performance objectives, 75% of the individual performance component is earned; at target performance of individual performance objectives, 100% of the individual performance component is earned; and 150% of the individual performance component is earned at maximum performance of individual performance objectives.

The target bonus amount for Mr. Stewart was 100% of his base salary and the target bonus amount for Mr. Abkemeier was 65% of his base salary. In connection with Mr. Abkemeier’s appointment as the Company’s Executive Vice President, Chief Financial Officer and Treasurer in February 2020, his target bonus amount was increased to 75% of his base salary.

After the Company’s financial results for 2019 were finalized, the Compensation Committee determined that the minimum levels of STI Plan participants.

For each of the named executive officers, the “target” objectives for 2015 payments under therevenue and STI Plan were 2015 Company revenue of $159.3 million and 2015 Company pre-bonus adjusted EBITDA of $26.6 million. The minimum 2015 Company pre-bonus adjusted EBITDArequired for the payment of any bonuses under the STI Plan was $22.75 millionhad not been achieved and the minimum 2015 Company revenue for paymenttherefore no bonuses were paid on these plan components. However, Mr. Abkemeier received a bonus of that portion of the bonuses$30,713 under the STI Plan was $150 million. Based onfor his performance relative to his individual performance objectives, and a discretionary bonus of $125,000 outside of the Company’s failure to achieve the minimum pre-bonus adjusted EBITDA performance for payment of any bonusesSTI Plan. Mr. Stewart did not receive a bonus under the STI Plan, no bonuses were paid under the STI Plan to the Company’s named executive officers or other participants for 2015.Plan.

Long-Term Equity Incentive Compensation – Grant of PBUs. TheOn January 3, 2019, we entered into an employment agreement with Mr. Abkemeier under which he was entitled to receive aone-time equity grant consisting of (i) nonqualified stock options to purchase 100,000 shares of the Company’s common stock, which are time-vested options with an exercise price equal to the fair market value of the common stock as of January 3, 2019, have a term of seven years and vest and become exercisable in equalone-third increments on each of January 3, 2020, January 3, 2021, and January 3, 2022, subject to Mr. Abkemeier’s continued employment with the Company, currently grants(ii) 32,000 shares of time-vested restricted stock, which vest and become nonforfeitable in equalone-third increments on each of January 3, 2020, January 3, 2021, and January 3, 2022, subject to Mr. Abkemeier’s continued employment with the Company, and (iii) 12,000 PBUs, which are performance-based restricted stock units that vest and become payable in accordance with terms comparable to the terms of the PBUs granted to the Company’s executive officers on May 29, 2018. Pursuant to his employment agreement, Mr. Abkemeier was also granted an additional 24,000 PBUs, which PBUs vest and become payable on substantially the same terms as the PBUs granted to other executive officers of the Company on November 15, 2019 (as described below). We discuss Mr. Abkemeier’s employment agreement in greater detail under “Employment Agreements” below.

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On April 16, 2019, in connection with Mr. Owens’ service as Executive Chairman, the Compensation Committee granted to Mr. Owens 104,856 shares of time-vested restricted stock as follows: (i) 48,059 shares, which vest in eleven installments of 4,369 shares on each of the first through eleventh monthly anniversaries of April 16, 2019, provided that Mr. Owens continues serving as Executive Chairman on such monthly anniversary, and (ii) 56,797 shares, which vest in thirteen installments of 4,369 shares on each of the twelfth through twenty-fourth monthly anniversaries of April 16, 2019, provided that Mr. Owens continues serving as Executive Chairman on such monthly anniversary.

On November 15, 2019, the Company granted annual long-term equity incentive awards to certain executive officers and other Company employees, in the form of PBUs and restricted stock, under the Amended and Restated PRGX Global, Inc. 20082017 Equity Incentive Compensation Plan. In June 2014, our shareholders approvedThese awards included grants to Mr. Abkemeier of 110,000 PBUs and 90,000 shares of restricted stock. Mr. Abkemeier also received a grant of an amendment toadditional 24,000 PBUs as inducement awards (not awarded from the 20082017 Equity Incentive Plan that increasedCompensation Plan) in accordance with the numberterms of available shares under the plan by 3,000,000 shares.his employment agreement dated January 3, 2019. The 20082017 Equity Incentive Compensation Plan expires on MarchApril 25, 2018,2027 and permits the grant of stock options (both incentive stock options andnon-qualified stock options), stock appreciation rights, restricted stock, deferred stock, restricted stock units, performance units, performance shares, dividend equivalents, bonus shares, and other incentive awards, including PBUs.stock-based or cash-based awards. As of April 21, 2016, and after giving effect to the long-term equity incentive grants on March 31, 2016,16, 2020, there were 853,960944,215 shares available for grant under the 20082017 Equity Incentive Compensation Plan.

In 2015, long-term incentive awards to executive officers, including our named executive officers, wereThe shares of restricted stock granted in November 2019 vest in three equal installments on each of November 15, 2020, November 15, 2021 and November 15, 2022, provided that a recipient of such restricted stock award continues serving as an employee of the form of PBUs.Company on such date. The Compensation Committee believes that its 2015 approach to long-term incentive compensation, i.e., making equity grants whichPBUs granted in November 2019 vest if at all, only upon the attainmentCompany’s achievement of certain financial performance objectives achieved by the Company over a specified performance period rather than with the mere passagelevels of time, provides appropriate long-term incentives from both executive retentionrevenue and pay-for-performance perspectives. Because an officer will benefit from a PBU award only to the extent the Company achieves the designated financial performance objectives, the Compensation Committee believes that PBUs align the interest of management with those of the long-term future and financial performance of the Company and ensure that management achieves gains only to the extent that the Company achieves its performance goals.

When determining the 2015 equity grants, the Compensation Committee considered a number of factors including the projected growth of the Company’s adjusted EBITDA reflected inover the vesting criteria for the PBUs and associated shareholder value creation expected from such growth, the number of shares available for grant under the Company’s 2008 Equity Incentive Plan and the aggregate retention strength of all unvested equity held by executive officers. On March 30, 2015, the Compensation Committee made grants of equity incentive awards to certain of our employees, including the following grants of PBUs to our named executive officers:

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The PBUs granted to executive officers in 2015 vest and become payable based on the cumulative adjusted EBITDA that the Company achieves for the two-year performance period ending December 31, 2016.2020. Specifically, 35% of the PBUs vest and become payable if the Company achieves target revenue from continuing operations and 65% of the PBUs vest and become payable if the Company achieves target adjusted EBITDA from continuing operations, in each case, for thetwo-year performance period ending December 31, 2020. At the threshold performance level, 35%levels, 60% of the PBUs will become vested and payable; at the target performance level,levels, 100% of the PBUs will become vested and payable; and at the maximum performance level, 200%150% of the PBUs will become vested and payable. If performance falls between the stated performance levels, the percentage of PBUs that shall become vested and payable will be based on straight linestraight-line interpolation between such stated performance levels (although the PBUs may not become vested and payable for more than 200%150% of the PBUs and no PBUs shall become vested and payable if performance does not equal or exceed the threshold performance level). IfThe PBUs, if and to the extent vested, 50% of the vested PBUs will be paid in whole shares of common stock and the remaining PBUs will be paid in cash in an amount equal to the share value of the remaining vested PBUs. The PBUs will become payable, if at all, no later than 1530 days after the Compensation Committee determines the financial performance criterialevels achieved for the performance period (which determination cannot, in any event, be earlier thanbefore January 20172021 or after April 2017)2021).

At the time the PBUs were granted, the target performance level was designed to incentivize meaningful growth in adjusted EBITDA and was aligned with financial performance expected to result in significant enterprise value creation. Achievement of the revenue and adjusted EBITDA performance levels required for vesting of any of the PBUs would have required substantialwill require improvement over the Company’s comparable revenue and adjusted EBITDA performance in 2014.2018. As fiscal year 20152019 was the first year of thetwo-year performance period, nonone of the PBUs granted in November 2019 have yet vested. Our performance through 2015 is tracking below the adjusted EBITDA threshold performance level,vested and the Company has determined that it is “not probable” thatnot able to determine whether the threshold performance leveltargets for such PBUs will be achieved by the end of the two-year performance period ending December 31, 2016. Asachieved. Whether such we do not expect any of the PBUs towill vest and become payable.payable now depends on the financial performance of the Company in 2020.

For all named executive officers, inIn accordance with the terms of the PRGX Performance-Based Restricted Stock Unit Agreement entered into by suchexecutive officers in connection with the Company’s issuance of the PBUs on November 15, 2019, a pro rata portion of the PBUs will vest in the event an executive officer’s employment is terminated without cause or the executive officer terminates employment for “good reason” and the PBUs vest and become payable in accordance with the performance vesting schedule. If an executive officer’s employment with the Company terminates for any other reason (including death or incapacity), the PBUs will be immediately forfeited by the officer upon the termination of his or her employment.forfeited. All PBUs vest and become payable at the target performance level upon a change of control of the Company.

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When determining the 2019 annual long-term equity incentive awards, the Compensation Committee considered a number of factors, including the projected growth of the Company’s revenue and adjusted EBITDA and associated shareholder value creation expected from such growth, the number of shares available for grant under the 2017 Plan, the projected future value of the long-term equity incentive awards and the potential dilution from such awards. The Compensation Committee believed that its approach to granting the 2019 annual long-term equity incentive awards, i.e., making equity grants which in part provide for service-based vesting and in part provide for performance-based vesting, would provide appropriate long-term equity incentives from both executive retention andpay-for-performance perspectives. The Compensation Committee believed that the PBU awards align the interests of management with those of shareholders by incentivizing meaningful growth in Company revenue and adjusted EBITDA, promoting significant enterprise value creation. The Compensation Committee believed that the service-based restricted stock awards serve the dual objectives of attracting and retaining highly skilled executives and further aligning the interests of management with those of shareholders by increasing equity ownership among management.

With respect to the PBUs with vesting tied to the Company’s financial performance for thetwo-year period ended December 31, 2019 granted to our executive officers in May 2018, the Compensation Committee determined after finalizing the Company’s financial results for the year ended December 31, 2019 that the Company had not achieved the minimum levels of revenue,pre-bonus adjusted EBITDA and revenue from the Company’s Adjacent Services segment required for any vesting of such PBUs. Accordingly, all such PBUs were forfeited.

Employment ArrangementsAgreements

We have entered into executive employment agreements with Messrs. Stewart Limeri, Cochrane and Allums and entered into separation agreements with Mr. Reene and Ms. Lee.Abkemeier. We describe each of these agreements in more detail below.

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Employment Agreements

Ronald E. Stewart. On December 13, 2013, we entered into an executive employment agreement with Mr. Stewart, the Company’s President and CEO. Mr. Stewart’s executive employment agreement provides for an annual base salary of $515,000 (subject to increase at the discretion of the Compensation Committee) and provides that Mr. Stewart will be eligible for an annual incentive bonus, equal to 75% of his annual base salary, based on the achievement of certain performance objectives to be set by the Company’s Compensation Committee. In accordance with the terms of his employment agreement, we granted Mr. Stewart aone-time equity grant of 100,000non-qualified stock options, which vestvested over a period of three years from the date of the grant, and 150,000 shares of restricted stock, which vestsvested in full on the third anniversary of the date of grant. In addition, Mr. Stewart’s executive employment agreement contains standardnon-competition andnon-solicitation provisions. Mr. Stewart is also eligible to receive additional stock options, restricted stock, stock appreciation rights and/or other equity awards under the Company’s applicable equity plans on such basis as the Compensation Committee may determine. Mr. Stewart’s executive employment agreement further provides for standard expense reimbursement, vacation time, and other standard executive benefits.

UnderOn April 27, 2016, we entered into an amendment to Mr. Stewart’s employment agreement, which extended the term of his agreement until December 31, 2018. The amendment also provided for the increase of Mr. Stewart’s target and maximum short-term incentive opportunities (as a percentage of base salary) from 75% and 150%, respectively, to 90% and not less than 180%, respectively, and the grant of 200,000 SARs, which vested and became payable in cash in a lump sum on June 30, 2018. Upon vesting of the SARs, the Company paid Mr. Stewart an amount equal to the excess of (i) $9.70, the fair market value, as of June 29, 2018 (the last trading day before June 30, 2018), of the shares of the Company’s common stock with respect to the SARs that became vested and payable over (ii) the aggregate initial value of such SARs. The initial value of each SAR was equal to $4.71, the closing price of the Company’s common stock on April 27, 2016.

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On October 25, 2017, we entered into a second amendment to Mr. Stewart’s employment agreement which, among other things, increased Mr. Stewart’s annual base salary from $515,000 to $550,000, increased Mr. Stewart’s target and maximum short-term incentive opportunities (as a percentage of base salary and to conform to Mr. Stewart’s 2017 incentive opportunities under the Company’s 2017 Short-Term Incentive plan) from 90% and not less than 180%, respectively, to 100% and not less than 200%, respectively, and updated the “Restricted Territory” in which Mr. Stewart will be restricted from certain activities after the termination of his employment with the Company. The second amendment to Mr. Stewart’s employment agreement further extended the term of the agreement until December 31, 2021 and provided for the grant to Mr. Stewart of stock options to acquire 500,000 shares of the common stock, no par value, of the Company, at an exercise price of $7.35 (the “2017 Stock Options”). The 2017 Stock Options have a five-year term.One-third of the 2017 Stock Options (rounded down to the nearest whole share) vested and become exercisable as of December 31, 2019, and the remainingtwo-thirds of the 2017 Stock Options (rounded down to the nearest whole share) will vest and become exercisable in equal installments on December 31, 2020 and December 31, 2021, subject to Mr. Stewart’s continued employment through such dates.

On December 13, 2018, the Compensation Committee approved an increase in Mr. Stewart’s salary to $625,000, effective as of January 1, 2019.

Pursuant to Mr. Stewart’s amended employment agreement, in the event his employment is terminated without cause, if he terminates his employment for “good reason,” or in the event of Mr. Stewart’s death or incapacity, the portiona prorated number of his outstanding unvested shares ofstock options, restricted stock initially granted to himand other equity-based awards that willwould vest on an accelerated basis is to be based on a combination of time (service as CEO since grant date) and appreciation in the price of the Company’s stock sincefirst applicable vesting date immediately following the date of grant. Intermination for each type of award will vest based on the event Mr. Stewart’snumber of months elapsed since the immediately preceding vesting date (or, if none, since the grant date) of such award, if the awards would have vested based solely on the continued employment is terminated without cause, if he terminates his employment for “good reason,” in the event of Mr. Stewart’s death or incapacity, or if the Company chooses to not extend the term of his employment agreement, the unvestedStewart. In such circumstances, any vested stock options initially granted to Mr. Stewart will vest on a pro rata basis determined by the amount of time Mr. Stewart has been employed by the Company. The outstanding options initially granted to Mr. Stewart will remain outstanding until the earlier of (i) one year after the date of termination of Mr. Stewart’s employment or (ii) the original expiration date of the stock options. In the event of a change in control, pursuant to the respective award agreements, all of Mr. Stewart’s unvested equity awards with service-based vesting will become vested and non-forfeitable.non-forfeitable and unvested PBUs will vest and become payable at the target performance level. If the Company terminates Mr. Stewart’s employment for cause or Mr. Stewart terminates his employment for other than good reason, the employment agreement terminates and Mr. Stewart forfeits all unvested equity granted to him in connection with his employment, and in the case of termination for cause, also forfeits all vested stock options.

On April 27, 2016, we entered into an amendment See “Potential Payments Upon Termination or Change of Control” below for more information regarding severance payments payable to Mr. Stewart’s executive employment agreement, which extendedStewart in the termevent of the termination of his agreement until December 31, 2018. The amendment also provides for the increase of Mr. Stewart’s target and maximum short-term incentive opportunities (as a percentage of base salary) from 75% and 150%, respectively, to 90% and not less than 180%, respectively, and the grant of 200,000 stock appreciation rights, which vest and become payable in cash on June 30, 2018.employment.

Peter LimeriKurt J. Abkemeier. On September 11, 2014, the CompanyJanuary 3, 2019, we entered into an employment agreement with Mr. Limeri,Abkemeier, the Company’s Executive Vice President, Chief Financial Officer and Treasurer. Mr. Limeri’s executive employment agreement provides for him to serve for an initial term of one year and is automatically extended for additional one-year periods, unless either party notifies the other in writing at least thirty days prior to the end of the original term or any additional term of its intention not to extend the agreement. Mr. Limeri’sAbkemeier’s employment agreement provides for an annual base salary of $300,000$350,000 (subject to increase at the discretion of the Compensation Committee) and provides for eligibilitythat Mr. Abkemeier will be eligible for an annual incentive bonus,

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(target bonus equal to 50% of his annual base salary), based on the achievement of certain performance objectives to be set by the Company’s Compensation Committee. In accordance with the terms of his employment agreement, we granted Mr. Limeri’s annual base salary effectiveAbkemeier aone-time equity grant of 100,000non-qualified stock options, which vest over a period of three years from the date of the grant, 32,000 shares of restricted stock, which vest over a period of three years from the date of the grant, and 12,000 PBUs, which vest in accordance with terms comparable to the terms of the PBUs granted to the Company’s executive officers on May 29, 2018. Pursuant to his employment agreement, Mr. Abkemeier was also granted an additional 24,000 PBUs, which will vest and become payable on substantially the same terms as the PBUs granted to other executive officers of April 1, 2016 was $330,000.the

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Company on November 15, 2019. In addition, Mr. LimeriAbkemeier’s employment agreement contains standardnon-competition andnon-solicitation provisions. Mr. Abkemeier is also is eligible to receive additional stock options, restricted stock, stock appreciation rights and/or other equity awards under the Company’s applicable equity plans on such basis as the Compensation Committee may determine. In addition, Mr. Limeri’s executiveAbkemeier’s employment agreement containsfurther provides for standard non-competitionexpense reimbursement, vacation time, and non-solicitation provisions.other standard executive benefits.

On February 13, 2020, Mr. Abkemeier was appointed Executive Vice President, Chief Financial Officer and Treasurer (previously serving as the Company’s Chief Financial Officer and Treasurer). In connection with his appointment, Mr. Abkemeier’s annual salary was increased to $400,000 and he will be eligible for an annual incentive bonus (at target equal to 75% of his annual base salary and at a maximum of not less than 150% of his annual base salary) in accordance with the terms of the Company’s Short Term Incentive Plan.

Pursuant to Mr. Abkemeier’s employment agreement, if (i) the Company terminates Mr. Abkemeier’s employment without cause, (ii) Mr. Abkemeier terminates his employment for good reason, or (iii) Mr. Abkemeier’s employment terminates upon the Company’s failure to renew, a prorated number of his outstanding unvested stock options, restricted stock and other equity-based awards that would vest as of the first applicable vesting date immediately following the date of termination for each type of award will vest based on the number of months elapsed since the immediately preceding vesting date (or, if none, since the grant date) of such award, if the awards would have vested based solely on the continued employment of Mr. Abkemeier. In such circumstances, any vested stock options remain outstanding until the earlier of (x) one year after the termination of employment or (y) the original expiration date of the stock options. In the event of a change in control, pursuant to the respective award agreements, all of Mr. Abkemeier’s unvested equity awards with service-based vesting will become vested andnon-forfeitable and unvested PBUs will vest and become payable at the target performance level. If the Company terminates Mr. Abkemeier’s employment for cause or Mr. Abkemeier terminates his employment for other than good reason, the employment agreement terminates and Mr. Abkemeier forfeits all unvested equity granted to him in connection with his employment, and in the case of termination for cause, also forfeits all vested stock options. See “Potential Payments Upon Termination or Change of Control” below for more information regarding severance payments payable to Mr. LimeriAbkemeier in the event of the termination of his employment.

Under Mr. Limeri’s employment agreement, he was entitled to receive a one-time equity grant consisting of 50,000 shares of restricted stock and 90,000 non-qualified stock options. One-third of the restricted stock and non-qualified stock options vested on September 11, 2015 and the remaining restricted stock and non-qualified stock options will vest in equal one-half increments on each of September 11, 2016 and 2017, subject to Mr. Limeri’s continued employment with the Company. The non-qualified stock options have a six-year term and exercise prices of $6.04, $6.64 and $7.24 per share for the options vesting on September 11, 2015, 2016 and 2017, respectively. Under Mr. Limeri’s employment agreement, in the event his employment is terminated without cause, if he terminates his employment for “good reason,” or the Company chooses to not extend the term of his employment agreement, a prorated number of unvested options, restricted stock and other equity-based awards that would vest as of the next vesting date will vest based on the amount of time Mr. Limeri was employed since the date of the immediately preceding vesting date, if the awards would have vested based solely on the continued employment of Mr. Limeri. In such circumstances, any vested options remain outstanding until the earlier of (i) one year after the termination of employment or (ii) the original expiration date of the options. If Mr. Limeri’s employment with the Company terminates for any other reason, he immediately forfeits all unvested shares of restricted stock and all unvested options and, in the case of termination for cause, he also immediately forfeits all vested options. All shares of restricted stock and unvested options become 100% vested upon a change of control of the Company.

Michael Cochrane. On April 24, 2014, the Company entered into an employment agreement with Mr. Cochrane, the Company’s Senior Vice President – Global Client Operations. Mr. Cochrane’s executive employment agreement provides for him to serve for an initial term of one year and is automatically extended for additional one-year periods, unless either party notifies the other in writing at least thirty days prior to the end of the original term or any additional term of its intention not to extend the agreement. Mr. Cochrane’s employment agreement provides for an annual base salary of $325,000 (subject to increase at the discretion of the Compensation Committee) and provides for eligibility for an annual incentive bonus (target bonus equal to 50% of his annual base salary), based on the achievement of certain performance objectives to be set by the Company’s Compensation Committee. Mr. Cochrane’s annual base salary effective as of April 1, 2015 was $329,875. Mr. Cochrane also is eligible to receive stock options, restricted stock, stock appreciation rights and/or other equity awards under the Company’s applicable equity plans on such basis as the Compensation Committee may determine. In addition, Mr. Cochrane’s executive employment agreement contains standard non-competition and non-solicitation provisions. See “Potential Payments Upon Termination or Change of Control” below for more information regarding severance payments payable to Mr. Cochrane in the event of the termination of his employment.

Victor A. Allums. On November 28, 2008, the Company entered into an employment agreement with Mr. Allums, the Company’s Senior Vice President, General Counsel and Secretary. Mr. Allums’ executive employment agreement provides for him to serve for an initial term of one year and is automatically extended for additional one-year periods, unless either party notifies the other in writing at least thirty days prior to the end of the original term or any additional term of its intention not to extend the agreement. Mr. Allums’ employment agreement provides for an annual base salary of $240,000

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(subject to increase at the discretion of the Compensation Committee) and provides for eligibility for an annual incentive bonus (target bonus equal to 50% of his annual base salary), based on the achievement of certain performance objectives to be set by the Company’s Compensation Committee. Mr. Allums’ annual base salary effective as of April 1, 2016 was $310,000. Mr. Allums also is eligible to receive stock options, restricted stock, stock appreciation rights and/or other equity awards under the Company’s applicable equity plans on such basis as the Compensation Committee may determine. In addition, Mr. Allums’ executive employment agreement contains standard non-competition and non-solicitation provisions. See “Potential Payments Upon Termination or Change of Control” below for more information regarding severance payments payable to Mr. Allums in the event of the termination of his employment.

For each of Mr. Cochrane and Mr. Allums, in accordance with the terms of their respective employment agreements, unvested shares of restricted stock and unvested restricted stock units with service-based vesting will automatically vest in the event the officer’s employment is terminated without cause, the officer terminates employment for “good reason,” or the Company chooses to not extend the term of the officer’s employment agreement. If an officer’s employment with the Company terminates for any other reason, the officer immediately forfeits all unvested shares of restricted stock and unvested restricted stock units. All shares of restricted stock and restricted stock units become 100% vested upon a change of control of the Company. In accordance with the terms of these named executive officers’ respective employment agreements, all unvested options with service-based vesting will automatically vest in the event an officer’s employment is terminated without cause, the officer terminates employment for “good reason,” or the Company chooses to not extend the term of an officer’s employment agreement. In such circumstances, the vested options remain outstanding until the earlier of (i) one year after the termination of employment or (ii) the original expiration date of the options. If an officer’s employment with the Company is terminated for cause, the officer immediately forfeits all vested and unvested options. If an officer’s employment with the Company terminates for any other reason, the officer immediately forfeits all unvested options, and must exercise vested options within 90 days, after which time such vested, unexercised options expire. The options become 100% vested upon a change of control.

Separation Agreements

Michael Reene. On January 22, 2016, the Company entered into a separation agreement with Mr. Reene in connection with the end of his employment, effective January 25, 2016. The separation agreement provides for the Company to make severance payments to Mr. Renee based on his annual salary at the time of termination for a period of 12 months from January 25, 2016 and to pay a prorated amount, if any, of Mr. Reene’s actual earned full-year bonus for fiscal year 2016. The separation agreement provides for the Company to continue health plan coverage for Mr. Reene, his spouse, and his eligible dependents for 12 months from January 25, 2016 on the same basis and at the same cost as if he remained employed. 60,000 of Mr. Reene’s outstanding unvested options, 6,666 shares of Mr. Reene’s outstanding unvested restricted stock vested in full once the release agreement executed by Mr. Reene became binding and irrevocable. Further, a prorated number of Mr. Reene’s unvested PBUs shall remain outstanding and be eligible to become payable in accordance with the terms of such PBUs once the release agreement executed by Mr. Reene became binding and irrevocable. Additionally, pursuant to the terms of the separation agreement, all of Mr. Reene’s outstanding vested stock options will remain outstanding until the earlier of (a) January 25, 2017 or (b) the original expiration date of the options. Mr. Reene is also entitled to outplacement services of up to $20,000. All of Mr. Reene’s other outstanding stock options, restricted stock and PBUs expired and were forfeited by Mr. Reene as of January 25, 2016. The 12-months’ salary, pro-rated bonus, healthcare plan continuation, equity vesting and outplacement provided for in the separation agreement were all in accordance with the terms of Mr. Reene’s employment agreement with the Company and the grant agreement applicable to his PBUs. As a condition to the receipt of his severance benefits, Mr. Reene entered into a customary release agreement with the Company.

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Catherine Lee. On September 25, 2015, the Company entered into a separation agreement with Ms. Lee in connection with the end of her employment, effective September 30, 2015. The separation agreement provides for the Company to make severance payments to Ms. Lee based on her annual salary at the time of termination for a period of 12 months from September 30, 2015 and to pay a prorated amount, if any, of Ms. Lee’s actual earned full-year bonus for fiscal year 2015. The separation agreement provides for the Company to continue health plan coverage for Ms. Lee, her spouse, and her eligible dependents for 12 months from September 30, 2015 on the same basis and at the same cost as if she remained employed. 5,555 of Ms. Lee’s outstanding unvested options, 1,111 shares of Ms. Lee’s outstanding unvested restricted stock vested in full once the release agreement executed by Ms. Lee became binding and irrevocable. Further, a prorated number of Ms. Lee’s unvested PBUs shall remain outstanding and be eligible to become payable in accordance with the terms of such PBUs once the release agreement executed by Ms. Lee became binding and irrevocable. Additionally, pursuant to the terms of the separation agreement, all of Ms. Lee’s outstanding vested stock options will remain outstanding until the earlier of (a) September 30, 2016 or (b) the original expiration date of the options. Ms. Lee is also entitled to outplacement services of up to $20,000. All of Ms. Lee’s other outstanding stock options, restricted stock and PBUs expired and were forfeited by Ms. Lee as of September 30, 2015. The 12-months’ salary, pro-rated bonus, healthcare plan continuation, equity vesting and outplacement provided for in the separation agreement were all in accordance with the terms of Ms. Lee’s employment agreement with the Company and the grant agreement applicable to her PBUs. As a condition to the receipt of her severance benefits, Ms. Lee entered into a customary release agreement with the Company.

401(k) Plan

We currently sponsor a 401(k) plan for all of our eligible employees, including our named executive officers. This plan (the “401(k) Plan”) is atax-qualified retirement plan designed to meet the requirements of Sections 401(a) and 401(k) of the Code. Under the 401(k) Plan, participants may elect to makepre-tax savings deferrals of from 1 percent to 60 percent of their eligible plan compensation each year, subject to annual limits on such deferrals (e.g., $18,000$19,500 in 2015)2020) imposed by the Code. Participants who attain age 50 also may elect to make certaincatch-up contributions, subject to a separate annual limit on such contributions (e.g., $6,000$6,500 in 2015)2020) imposed by the Code. New participants automatically defer 3% of their compensation unless they make a contrary election. We may also in our discretion, on an annual basis, make a matching contribution with respect to aan eligible participant’s elective deferrals and/or may make additional Company contributions. We made Company matching contributions of approximately $0.9 million and $1.0 million to the 401(k) plan in each of 20152019 and 2014, respectively,2018, with respect to participant contributions in 20142018 and 2013.2017, respectively.

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Perquisites

We provide our named executive officers with limited perquisites and other personal benefits that the Company and the Compensation Committee believe are reasonable and consistent with our overall compensation program. We believe the perquisites and other personal benefits provided to our named executive officers are modest compared to other public companies of similar size. The most significant perquisites provided to our named executive officers are allowances for, or reimbursements of, expenses incurred in connection with relocation. These expenses are generally incurred in connection with the initial hiring of our named executive officers and are frequently a condition to such named executive officers’ acceptance of the Company’s offer of employment. Executive officers who accept an assignment outside of their home country may receive certain additional perquisites, including housing assistance, relocation expenses, tax preparation expenses, tax equalization payments and airfare reimbursement. None of our current executive officers are assigned to work outside of their home country.

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Executive Stock Ownership Guidelines

In September 2011, we established stock ownership guidelines for our executives to further align their interests with those of our shareholders. Each of our executive officers subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 (“Covered Executives”), including all of our named executive officers, has until five years after the later of the date of adoption of the guidelines or the date he or she becomes an executive officer to achieve stock ownership equal to the lesser of the value of the respective salary multiple or the respective fixed number of shares, each as set forth in the following table:

Additionally, each Covered Executive is expected to achieve stock ownership equal to fifty percent of the applicable guideline within three years after the later of the date of adoption of the guidelines or the date he or she becomes a Covered Executive.

In calculating a Covered Executive’s stock ownership for the purpose of the ownership guidelines, the number of shares of the Company’s common stock directly or indirectly owned by the Covered Executive as reported to the SEC (excludingnon-vested restricted stock or restricted stock units) are added toone-third of any vested outstanding stock options or stock-settled stock appreciation rights held by the Covered Executive.

In the event of financial hardship or other good cause, the Compensation Committee may approve exceptions to the executive stock ownership guidelines from time to time as the Compensation Committee deems appropriate. As of December 31, 2015,2019, all of our executive officers were in compliance with the required stock ownership guidelines.

Recoupment Policy

WhileOur Board of Directors has adopted a compensation recoupment policy (the “Recoupment Policy,” also sometimes commonly referred to as a “clawback” policy). Pursuant to the Recoupment Policy, if the Company has not adoptedis required to materially restate any previously issued financial statements due to the Company’s material noncompliance (as determined by the Board) with any financial reporting requirement under the federal securities laws, the Company will seek to recover performance-based compensation from (i) any current or former executive officer of the Company and (ii) any current or former member of the Company’s senior management that reports directly to the CEO, who received performance-based compensation from the Company during the three-year period preceding the date on which the Company is required to prepare a separate recoupment or “clawback” policymaterial financial restatement (each, a “Covered Employee”). The amount to be recovered from the Covered Employee will be based on the excess, if any, of the performance-based compensation paid to such person based on the erroneous data over the performance-based compensation that would have been paid

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to such person if the financial statements had been as presented in the eventrestatement. The Compensation Committee may amend the Recoupment Policy from time to time in its discretion and as it deems necessary or appropriate to reflect applicable regulations of the SEC, any rules or standards adopted by a financial restatement,national securities exchange, any related guidance from a governmental agency which has jurisdiction over the 2016 long-term equity incentive awards contain a “clawback”administration of such provision, which provides for the reimbursement, recoupment or return as required byany judicial interpretation of such provision and any changes in applicable law or any Company policy addressing compensation recoupment.law.

Anti-Hedging Policy

The Company’s insider trading policy prohibits all employees, including all executive officers, and all directors from, engaging in “short sales” of the Company’s securities, but the Company does not have a broader policy prohibitingamong other things, entering into hedging transactions relating to our stock. Specifically, employees and directors are prohibited from entering into other types(i) engaging in short sales and buying or selling puts or calls or any derivative securities of securities arrangements involving the Company’sour stock, that are considered to be “hedging”or otherwise participating in hedging transactions, and (ii) holding our stock in a margin account or that in any way would benefit the employee or director frompledging our stock as collateral for a decline in the Company’s stock price during some specified period of time. However, the SEC has proposed new rules regarding disclosure of “hedging” policies and the Board expects to amend the Company’s policy in light of these new rules if they are adopted as proposed.loan.

Compensation Risk Assessment

On an ongoing basis, the Compensation Committee considers the risks inherent in the Company’s

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compensation programs. Considering numerous factors including the following, the Compensation Committee does not believe that the current incentive compensation programs would lead the organization to take “excessive risk” and, therefore, believes that the risks arising from its compensation programs are not reasonably likely to have a material adverse effect on the Company:

Income Deduction Limitations

The deduction for a publicly-held corporation for otherwise deductible compensation to a “covered employee” generally is limited to $1,000,000 per year. An individual is a “covered employee” if he or she is the chief executive officer or the chief financial officer at any time during the year, one of the three highest compensated officers for the year (other than the chief executive officer or chief financial officer), or was a “covered employee” for any preceding year beginning after December 31, 2016. For years beginning prior to January 1, 2018, the $1,000,000 deduction limit did not apply to compensation payable because of the attainment of performance conditions that met the requirements set forth in Section 162(m) of the Code generally sets a limit of $1 million onand the amount of compensation that the Company may deduct for federal income tax purposes in any given year with respectunderlying regulations. Our 2017 Equity Incentive Compensation Plan was designed to the compensation of each of our named executive officers. However, certain “performance-based” compensation that complies with the requirements of Section 162(m) is not included in the calculation of the $1 million cap. The Compensation Committee may consider Section 162(m)’s conditions for deductibility when structuring compensation arrangements for its officers, including the named executive officers. However, we believe thatenable the Compensation Committee needs flexibility to pursue its incentivestructure awards that were intended to meet the requirements for performance-based compensation that would not be subject to the $1,000,000 per year deduction limit.

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However, effective for years beginning on or after January 1, 2018, there is no exception for qualified performance-based compensation under Section 162(m) of the Code, although a transition rule applies in some circumstances for certain awards paid pursuant to a written binding contract in effect on November 2, 2017 and retention objectives, even if this means that a portionnot modified in any material respect thereafter. Accordingly, compensation payable to one or more of executive compensationour “covered employees” may not be deductible byas a result of Code Section 162(m); nevertheless, the Company. Accordingly,Company reserves the right to pay compensation and grant equity awards that will not be deductible under Section 162(m) of the Code, if the Compensation Committee, has previously approved elements of compensation for certain officers that are not fully deductible, and may do so again in the future underexercise of its business judgment, determines it appropriate circumstances.to meet the Company’s compensation objectives and otherwise in the best interests of the Company and its stakeholders.

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COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the “Compensation Discussion and Analysis” section of this proxy statement with management and, based on such review and discussion, the Compensation Committee recommends to the Board of Directors that it be included in this proxy statement.

COMPENSATION COMMITTEE

Joseph E. Whitters, Chairman

David A. Cole

Mylle H. Mangum

Notwithstanding anything to the contrary which is or may be set forth in any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act that might incorporate Company filings, including this proxy statement, in whole or in part, the preceding Compensation Committee Report shall not be incorporated by reference into any such filings.

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CEO PAY RATIO

We are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Stewart, our CEO, although, as a “smaller reporting company” (as defined by the SEC), the Company is not required to provide all of the disclosures required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of RegulationS-K under the Exchange Act with respect to “CEO Pay Ratio:”

The methodology that we used and the material assumptions, adjustments and estimates that we used to identify the median and determine annual total compensation were as follows:

Identification of Annual Total Compensation for our CEO. With respect to the annual total compensation of Mr. Stewart, we used the amount reported in the “Total” column of our 2019 Summary Compensation Table included in this Proxy Statement.

Employee population.As of December 31, 2019, our employee population consisted of 1,548 individuals globally from the following locations:

In determining this population, we included all worldwide full-time and part-time employees other than our CEO. We did not include any contractors or contingent workers (including those employed through a third-party provider) in our employee population.

Identification of Median Employee.This pay ratio is an estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios, particularly as compared to those companies that do not have a strong representative employee population in lower cost regions.

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We have not had any changes in employee compensation arrangements or employee population since December 31, 2017 that we reasonably believe would significantly affect our pay ratio disclosure for the year ended December 31, 2019. Thus, as permitted by Item 402(u) of RegulationS-K, we are continuing to use the same median employee for calculation of the CEO pay ratio with respect to the year ending December 31, 2019 that was used for calculating the CEO pay ratio for the year ended December 31, 2017. The methodology we used to determine the median employee as of December 31, 2017 is described below.

As permitted by SEC rules, to identify our median employee we determined cash compensation paid in 2017 to each employee employed by the Company as of December 31, 2017, including salary, hourly wages, bonuses and commissions. We then ranked this compensation for all employees except the CEO from lowest to highest and selected the median employee. For employees hired during 2017, the actual cash compensation paid to such employees was annualized to calculate a cash compensation amount comparable to those employees employed for the full year; however, we have not annualized temporary workers or made full-time equivalent adjustments for part-time employees. Compensation ofnon-US employees was converted from local currency to U.S. dollars using exchange rates in effect on December 31, 2017. For the purpose of determining the median employee’s 2019 total compensation, we used the same methodology we used for calculating the CEO’s total compensation in our 2019 Summary Compensation Table.

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EXECUTIVE COMPENSATION

The following table sets forth the compensation paid or accrued by the Company to the Chief Executive Officer the Chief Financial Officer, and the other threetwo most highly paid executive officers of the Company in 2015, as well as to a former executive officer who was no longer serving as an executive officer of the Company on December 31, 20152019 (collectively, the “named executive officers”).

Summary Compensation Table

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Employment Agreements

The Company has entered into employment agreements with all of its current named executive officers,Mr. Stewart and Mr. Abkemeier, the terms of which are described under “Compensation Discussion and Analysis -– Employment Arrangements.Agreements.” Mr. Owens’ employment arrangement is described under “Compensation Discussion and Analysis – Process for Establishing Executive Compensation – Compensation of the Executive Chairman”.

Potential Payments Upon Termination or Change of Control

Under the terms of the employment agreements with Mr. Stewart and other arrangements with its named executive officers,Mr. Abkemeier, the Company has agreed to make severance payments to the named executive officers upon the termination of their employment. The following table shows the estimated payments and benefits for each named executive officerMr. Stewart and Mr. Abkemeier under the various employment termination scenarios set forth in their respective employment agreements assuming a triggering event took place on December 31, 2015.2019. In accordance with SEC regulations, we do not report any amount to be provided to a named executive officer under any arrangement which does not discriminate in scope, terms, or operation in favor of our executive officers and which is available generally to all salaried employees. Notwithstanding the amounts described below, other than accrued obligations, an executive’s right to receive any payments or benefits upon termination of his employment is contingent upon the executive’s executing a separation and release agreement in a form acceptable to the Company.

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For all named executive officers, aA pro rata portion of the performance-based restricted stock units (“PBUs”)PBUs granted to Mr. Abkemeier in March 20152019 will remain outstanding for potential vesting despite the termination of the officer’s employment without cause or the officer’s termination of employment for good reason; however, becausesince the Company has determined that it is “not probable” that the threshold performance level will be achieved by the end of the two-year performance period ending December 31, 2016, the Company does not expect anyestimated fair market value of the PBUs to vest and become payable and thereforegranted in 2019 is not determinable at this time, the Companyvalue of the PBUs has not assigned any value forbeen included.

The bonus amount reflected in this potential vestingcolumn represents the bonus earned by Mr. Abkemeier under the 2019 Short Term Incentive Plan, which was paid in the table.2020.

For all named executive officers, theThe PBUs granted to Mr. Abkemeier in March 20152019 will vest and become payable at the target performance level upon a change of control of the Company.

The bonus amount reflected in this column represents the bonus earned by Mr. Abkemeier under the 2019 Short Term Incentive Plan, which was paid in 2020.

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The bonus amount reflected in this column represents the bonus earned by Mr. Abkemeier under the 2019 Short Term Incentive Plan, which was paid in 2020.

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Ms. Lee leftIn January 2019, the Company effective September 30, 2015Board of Directors appointed Mr. Owens to serve as the Company’s Executive Chairman and the Compensation committee approved an annual base salary for Mr. Reene leftOwens of $415,000. In April 2019, the Company effective January 25, 2016. InCompensation Committee granted Mr. Owens 104,856 shares of time-vested restricted stock. For additional information regarding Mr. Owens’ employment arrangement, please see “Compensation Discussion and Analysis – Process for Establishing Executive Compensation – Compensation of the Executive Chairman.” Pursuant to the terms of the applicable restricted stock award agreement, in connection with their respective departures from the Company, Ms. Lee anda change of control, Mr. Reene each entered into a separation agreement withOwens’ outstanding unvested restricted stock will vest in full.

Equity Awards

The following table sets forth certain information regarding outstanding equity awards made by the Company. For additional information regarding these separation agreements, please see “Compensation Discussion and Analysis – Employment Arrangements” above.

Plan-Based Awards

The following tables set forth certain information regarding awards made under the Company’s various incentive plans. For additional information regarding these incentive plans and awards, please see “Compensation Discussion and Analysis” above.

GRANTS OF PLAN-BASEDOUTSTANDING EQUITY AWARDS FORAT FISCAL YEAR 2015YEAR-END 2019

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2015