SECURITY OWNERSHIP OF THE COMPANY’S COMMON SHARES

BY CERTAIN BENEFICIAL OWNERS AND BY MANAGEMENT

Security Ownership of Certain Beneficial Owners

As of June 7, 2019, the following persons were beneficial owners of more than 5% of the Company’s common stock. The beneficial ownership information presented is based upon information furnished by each person or contained in filings made with the SecuritiesBoard Composition and Exchange Commission. The Company is not aware of any arrangements, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company. Except as otherwise indicated, each holder has sole voting and investment power with respect to the shares indicated. The following table shows the nature and amount of their beneficial ownership.

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Security Ownership by Management

The table below sets forth, as of June 7, 2019, the beneficial ownership of the Company’s common stock by (i) each director and nominee for director individually, (ii) each executive officer named in the summary compensation table individually, and (iii) all directors and executive officers of the Company as a group.

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THE BOARD OF DIRECTORS AND COMMITTEES

The Board of Directors is divided into 3 classes serving staggered 3 year terms. The Board has 6 directors and the following committees: (i) Audit, (ii) Compensation, and (iii) Nominating and Corporate Governance. During 2018, the Board and the Committees held a combined total of 24 meetings. Each director attended at least 75% of the total number of Board and committee meetings. The Company encourages its Directors to attend its annual meetings but has not adopted a formal policy requiring attendance. All Directors were in attendance either in person or by telephone at the 2018 annual meeting of shareholders.

Director Independence and Executive Sessions

The Board of Directors affirmatively determined in February 2019 that each of the Company’s fiveDiversity.non-management directors, which include James R. Helvey III, David H. Klein, Valerie Rahmani, Daniel J. Sullivan, and Owen J. Sullivan, is an independent director in accordance with our corporate governance policies and the standards of the NASDAQ Stock Market (“NASDAQ”). Messrs. Daniel J. Sullivan and Owen J. Sullivan are not related. As a result of these five directors being independent, a majority of our Company’s Board of Directors is currently independent as so defined. The Board of Directors has determined that there are no relationships between the Company and the directors classified as independent other than service on our Company’s Board of Directors.

The foregoing independence determination also included the conclusions of the Board of Directors that:

Daniel J. Sullivan serves as the Chairman of the Board of Directors and is responsible for scheduling and setting the agenda for the executive sessions of the independent directors. Such executive sessions are expected to occur at regularly scheduled times during the fiscal year ending December 31, 2019, typically in conjunction with a regularly scheduled Board meeting, in addition to the separate meetings of the standing committees of the Board of Directors.

The Board of Directors has also adopted a statement of corporate governance principles that is available on the Company’s website.See “Corporate Governance and Website Information.”

Audit Committee

The Company has a separately-designated standing Audit Committee, which is composed of five directors: James R. Helvey III, Chairman, David H. Klein, Valerie Rahmani, Daniel J. Sullivan, and Owen J. Sullivan, and operates under a written charter adopted by the Board of Directors. The charter of the Audit Committee is available on our Company’s website.See “Corporate Governance and Website Information.” The Audit Committee met 6 times during 2018.

The primary purposes of the Audit Committee are to oversee on behalf of the Company’s Board of Directors: (1) the accounting and financial reporting processes of the Company and integrity of the Company’s financial statements, (2) the audits of the Company’s financial statements and appointment, compensation, qualifications, independence and performance of the Company’s independent registered public accounting firm, (3) the Company’s compliance with legal and regulatory requirements, (4) the Company’s internal audit function, and (5) the preparation of the Audit Committee report that SEC rules require to be included in the annual proxy statement. The Audit Committee’s job is one of oversight. Management is responsible for the Company’s

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financial reporting process including its system of internal control, and for the preparation of the Company’s consolidated financial statements in accordance with U.S. generally accepted accounting principles. The Company’s independent registered public accounting firm is responsible for auditing those financial statements. It is the Audit Committee’s responsibility to monitor and review these processes. It is not the Audit Committee’s duty or responsibility to conduct audits or accounting reviews. Therefore, the Audit Committee has relied on management’s representation that the financial statements have been prepared with integrity and objectivity and in conformity with U.S. generally accepted accounting principles, on its discussions with the independent registered public accounting firm and on the representations of the Company’s independent registered public accounting firm included in its report on the Company’s financial statements.

The Board of Directors has determined that the members of the Audit Committee are independent as described above under “Director Independence and Executive Sessions” and that each of them is able to read and understand fundamental financial statements. The Board of Directors has determined that James R. Helvey III is an “audit committee financial expert” as defined in Item 407 of RegulationS-K. Under the rules of the SEC, the determination that a person is an audit committee financial expert does not impose on such person any duties, obligations or liability any greater than the duties, obligations and liability imposed on any other member of the Audit Committee or the Board of Directors. Moreover, the designation of a person as an audit committee financial expert does not affect the duties, obligations or liability of any other member of the Audit Committee or Board of Directors.

Audit Committee Report

The Audit Committee has reviewed and discussed the audited financial statements with management; and has discussed with the Company’s independent auditors the matters required to be discussed pursuant to PCAOB Auditing Standard No. 61, as amended. In addition, the Audit Committee has received the written disclosures and the letter from the independent registered public accountant required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accountant’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accountant the independent registered public accountant’s independence.

Based on the review and discussions referred to above, the Audit Committeeformally recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form10-Kfor the last fiscal year for filing with the SEC.

Submittednomination by the Audit Committee

James R. Helvey III, Chairman

David H. Klein

Valerie Rahmani

Daniel J. Sullivan

Owen J. Sullivan

Nominating and Corporate Governance Committee and Director Nomination Process

The Nominating and Corporate Governance Committee is composed of David H. Klein, Chairman, James R. Helvey III, Valerie Rahmani, Daniel J. Sullivan, and Owen J. Sullivan. This Committee held 3 meetings during 2018.

This Nominating and Corporate Governance Committee has a charter that is available on our Company’s website. See “Corporate Governance and Website Information.” The primary purposes of the Committee are to

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(a) identify and select the individuals qualified toincumbent independent directors who serve on the Company’s Board of Directors for election by shareholders at each annual meeting of shareholders and to fill vacancies on the Board of Directors, (b) implement the Board’s criteria for selecting new directors, (c) develop, recommend to the Board, and assess corporate governance policies for the Company, and (d) oversee the evaluation of the Board.NCG Committee.

The Board of Directors has determined that the members of the Nominating and Corporate Governance Committee are independent as described above under “Director Independence and Executive Sessions.”

Director Nominations Made by Shareholders. The Nominating and Corporate GovernanceNCG Committee will consider director nominations timely made by shareholders pursuant to the requirements of ourthe Company’s Restated By-laws, which are further discussed under “Procedure for Shareholders to Nominate Directors” and “Shareholder Proposals.”Proposals” herein. The Nominating and Corporate GovernanceNCG Committee has not formally adopted any specific elements of this policy, such as minimum specific qualifications or specific qualities or skills that must be possessed by qualified nominees, beyond the Nominating and Corporate GovernanceNCG Committee’s willingness to consider candidates proposed by shareholders. The Company did not receive any shareholder-nominated director candidates for consideration this year.

Procedure for Shareholders to Nominate Directors. Any shareholder who intends to present a director nomination proposal for consideration at an annual meeting of shareholders mayshall use the procedures set forth in the Company’s Restated By-laws. For shareholder nominations of directors to be properly brought before an annual meeting by a shareholder pursuant to the Restated By-laws, the shareholder must have given timely notice thereof in writing to the Secretary of the Company. Subject to the rights of the holders of any class or series of stock having a preference over the Company’s common stock as to dividends or upon liquidation, nominations for the election of directors may be made by or at the direction of the Board of Directors or by any shareholder entitled to vote for the election of directors who complies

with the following procedures. Any shareholder entitled to vote for the election of directors at a meeting of shareholders may nominate persons for election as directors only if written notice of such shareholder’s intent to make such nomination is given, either by personal delivery or by United States mail, postage prepaid, to and received by the Secretary of the Company by the close of businessCorporation at the principal executive offices of the Company (i) with respect to an election to be held at a special meeting of shareholders for the election of directors, the close of businessby 5:30 pm, Eastern Time, on the 10th day following the date public announcement of the date of such meeting is first made and (ii) with respect to an election to be held at an annual meeting of shareholders, by 5:30 pm, Eastern Time, on a date not less than 90 and not earlier than 120 days prior to theone-year anniversary of the date of the preceding year’s annual meeting of shareholders; provided, however, that if the meeting is convened more than 30 days prior to or delayed by more than 60 days after theone-year anniversary of the date of the preceding year’s annual meeting, or if no annual meeting was held in the preceding year, notice by the shareholder of record to be timely must be so received notno earlier than the close of businessby 5:30 pm, Eastern Time, on the 120th day prior to the date of the annual meeting and notno later than the close of business5:30 pm, Eastern Time, on the later of (1) the 90th day before the date of such annual meeting or (2) if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made. In no event shall an adjournment or postponement of an annual meeting of shareholders for which notice has been given commence a new time period (or extend any time period) for the giving of a notice by a shareholder.

Each such notice shall set forth as to the shareholder giving the notice and the beneficial owner or owners, if any, or other persons on whose behalf the nomination is made or acting in concert therewith (each, a “party”): (1) the name and address of such party; (2) a representation that the shareholder giving the notice is, as of the date of such notice, a holder of record of stock of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (3) the class, series, and number of shares of the Company that are owned, directly or indirectly, beneficially and of record by each such party;party as of the date of such notice; (4) a description of, as of the date of such notice, any option, warrant, convertible security, stock appreciation right or similar right with an exercise or conversion privilege or providing for a settlement payment or mechanism based on the price of any class or series of shares of the Company or with a value derived in whole or in part from the value of any class or series of shares of the Company, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Company or otherwise (a “Derivative Instrument”), including the class, series and number of shares of the Company subject to such Derivative Instrument, directly or indirectly owned

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beneficially by each such party, and a description of, as of the date of such notice, any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Company;Company, including the class, series and number of shares of the Company subject to such opportunity; (5) a description of, as of the date of such notice, any proxy, contract, arrangement, understanding or relationship pursuant to which any party, either directly or acting in concert with another person or persons, has a right to vote, directly or indirectly, any shares of any security of the Company; (6) any short interest or other borrowing arrangement in any security of the Company held by each such party (for purposes of this provision, a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security),; (7) a description of, as of the date of such notice, any rights to dividends on the shares of the Company owned beneficially directly or indirectly by each such party that are separated or separable from the underlying shares of the Company,Company; (8) any proportionate interest in shares of the Company or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which any party is a general partner or, directly or indirectly, beneficially owns an interest in a general partner;partner, including the number thereof; (9) a description of, as of the date of such notice, any performance-related fees (other than an asset-based fee) that each such party is directly or indirectly entitled to, based on any increase or decrease in the value of shares of the Company or Derivative Instruments, if any, as of the date of such notice, including without limitation any such interests held by members of each such party’s immediate family sharing the same household (which information set forth in this paragraph shall be supplemented by such shareholder or such beneficial owner or other person, as the case may be, not later than 10 days after the record date for the meeting to disclose such ownership as of the record date);household; (10) any other information relating to each such party that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (whether or not such party intends to deliver a proxy statement or conduct its own proxy solicitation); and (11) a statement as to whether or not each such party will deliver a proxy statement and form of proxy to holders of at least the percentage of voting power of all of the shares of common stock reasonably believed by such party to be sufficient to elect the persons proposed to be nominated by the shareholder.

Each such notice shall also set forth as to each person whom the shareholder proposes to nominate for election or reelection as a director: (1) a description of all arrangements or understandings between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder; (2) the name and address of each such nominee; (3) such other

information regarding each nominee proposed by such shareholder as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had each nominee been nominated, or intended to be nominated, by the Board of Directors; (4) a written representation and agreement of each nominee (in the form provided by the Secretary of the Company upon written request) that such nominee, would be in compliance, if elected as a director of the Company, would be in compliance and will comply with all corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Company; (5) the consent of each nominee to serve as a director of the Company if so elected and (if applicable) to being named in the Company’s proxy statement and form of proxy as a nominee; and (6) the written representation and agreement of each nominee that such nominee currently intends to serve as a director of the Company for the full term for which such person would be standing for election, if elected.

A shareholder providing notice of a nomination for the election of a director shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting and as of the date that is 10ten business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Company not later than 55:30 pm, Eastern Time, on the date five business days after the record date for the meeting (in the case of the update and supplement required to be made as of the record date), and not later than 55:30 pm, Eastern Time, on the date five business days prior to the date for the meeting, if practicable (or, if not practicable, on the first practicable date prior to)to such meeting) any adjournment or postponement thereof (in the case of the update and supplement required to be made as of 10ten business days prior to the meeting or any adjournment or postponement thereof). A shareholder providing notice of a nomination for the election of a director shall also, no later than 5:30 pm, Eastern Time, on the date five business days after a request by or on behalf of the Board of Directors, provide to the Secretary by United States mail, postage prepaid, or personal delivery at the principal executive offices of the Company, such additional information requested by or on behalf of the Board of Directors to assess the qualifications of any person whom the shareholder proposes to nominate for election or reelection as a director.

In addition, a shareholder must also comply with all applicable requirements of the Securities Exchange Act and the rules and regulations thereunder with respect to matters described above.

HOW WE ARE ELECTED

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The shares represented by properly executed and timely returned proxies will be voted, in the absence of contrary instructions, in favor of the election of the following two Class I director nominees: David H. Klein and Valerie Rahmani.

All nominees have consented to serve as directors, if elected. However, if at the time of the meeting any nominee is unable to stand for election, the persons who are designated as proxies intend to vote, in their discretion, for such other persons, if any, as may be nominated by the Board.

HOW WE ARE EVALUATED

The charter of the NCG Committee provides that the Committee is charged with the responsibility of overseeing the evaluation of the Board Composition and Diversity.its Committees. Each year the Board and each of its Committees conduct an anonymous self-evaluation aimed at enhancing the Board and individual Director performance. Each Director is provided with one evaluation questionnaire for the full Board and for each standing Committee on which such Director serves. The NominatingBoard has engaged independent legal counsel to prepare, aggregate and provide a report summarizing the responses of each

Director. The report is then provided to the Chair of the Board and each of the Committees who then review the results in executive session. Policies and practices are updated as appropriate as a result of Director feedback.

HOW WE ARE ORGANIZED

The Board currently has six directors and the following committees: (i) Audit, (ii) Compensation, and (iii) NCG.

Audit Committee

The Company has a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act, which is currently composed of five directors: James R. Helvey III, Chair, David H. Klein, Valerie Rahmani, Raj Rajgopal, and Kathryn A. Stein, and operates under a written charter adopted by the Board of Directors. The charter of the Audit Committee is available on our website. See “Corporate Governance Committee’s current process for identifying and evaluating nominees for director consists of general periodic evaluationsWebsite Information.” The Audit Committee met four times during 2021.

The primary purposes of the sizeAudit Committee are to oversee on behalf of the Company’s Board of Directors:

(1) the accounting and compositionfinancial reporting processes of the Company and integrity of the Company’s financial statements;

(2) the audits of the Company’s financial statements and appointment, compensation, qualifications, independence and performance of the Company’s independent registered public accounting firm;

(3) the Company’s compliance with legal and regulatory requirements;

(4) the Company’s internal audit function; and

(5) the preparation of the Audit Committee report required by SEC rules to be included in the annual proxy statement.

The Audit Committee’s job is one of oversight. Management is responsible for the Company’s financial reporting processes including its system of internal controls, and for the preparation of the Company’s consolidated financial statements in accordance with U.S. generally accepted accounting principles. The Company’s independent registered public accounting firm is responsible for auditing those financial statements. It is the Audit Committee’s responsibility to monitor and review these processes. It is not the Audit Committee’s duty or responsibility to conduct audits or accounting reviews. Therefore, the Audit Committee has relied on management’s representation that the financial statements have been prepared with integrity and objectivity and in conformity with U.S. generally accepted accounting principles, on its discussions with the independent registered public accounting firm, and on the representations of the Company’s independent registered public accounting firm included in its report on the Company’s financial statements.

The Board of Directors has determined that the members of the Audit Committee are independent as described herein under “Director Independence and Executive Sessions” and that each of them is able to read and understand fundamental financial statements. The Board of Directors has determined that James R. Helvey III is an “audit committee financial expert” as defined in Item 407 of Regulation S-K. Under the rules of the SEC, the determination that a person is an audit committee financial expert does not impose on such person any duties, obligations, or liability any greater than the duties, obligations and liability imposed on any other member of the Audit Committee or the Board of Directors. Moreover, the designation of a person as an audit committee financial expert does not affect the duties, obligations, or liability of any other member of the Audit Committee or Board of Directors.

Audit Committee Report

The Audit Committee has reviewed and discussed the audited financial statements with management and has discussed with the Company’s independent auditors the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. In addition, the Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accountant’s communications with the Audit Committee concerning independence and has discussed with the independent registered public accounting firm such firm’s independence.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 for filing with the SEC.

Submitted by the Audit Committee

James R. Helvey III, Chair

David H. Klein

Valerie Rahmani

Raj Rajgopal

Kathryn A. Stein

Compensation Committee

The Compensation Committee of the Board of Directors with(“Compensation Committee”) currently consists of Valerie Rahmani, Chair, James R. Helvey III, David H. Klein, Raj Rajgopal, and Kathryn A. Stein. During 2021, the Compensation Committee held a goaltotal of maintaining continuitysix meetings. The Board of appropriate industry expertise and knowledgeDirectors has determined that the members of the Company. Compensation Committee are independent as described herein under “Director Independence and Executive Sessions.”

The NominatingCompensation Committee has a charter that is available on our Company’s website as described herein under “Corporate Governance and CorporateWebsite Information.” 

The primary purposes of the Compensation Committee are to:

For further discussion of the process and procedures for consideration and determination of executive and director compensation and discussion of the Compensation Committee’s use of an independent consultant to assist in reviewing and determining executive and director compensation, see “How Executive Compensation is Determined.”

The Committee may delegate to one or more designated officers the authority to make grants of options and restricted stock to eligible individuals other than directors and officers, provided the Committee shall have fixed the exercise price or a formula for determining the exercise price for each grant, approved the vesting schedule, authorized any alternative provisions as are necessary or desirable to facilitate legal compliance or to ensure the effectiveness or tax-qualified status of the award under the laws of countries outside the U.S. when grants are made to non-U.S. employees, approved the form of documentation evidencing each grant, and determined the number of shares or the basis for determining such number of shares by position, compensation level, or category of personnel.

NCG Committee and Director Nomination Process

The NCG Committee is currently composed of David H. Klein, Chair, James R. Helvey III, Valerie Rahmani, Raj Rajgopal, and Kathryn A. Stein. This Committee held five meetings during 2021.

This NCG Committee has a charter that is available on our Company’s website as described herein under “Corporate Governance and Website Information.” The primary purposes of the NCG Committee strivesare to:

(1) identify and select the individuals qualified to composeserve on the Company’s Board of Directors for election by shareholders at each annual meeting of shareholders and to fill vacancies on the Board of Directors with individuals possessing a variety of complementary skills.Directors;

With respect(2) implement the Board’s criteria for selecting new directors;

(3) develop, recommend to the nomineesBoard, and assess corporate governance policies for electionthe Company; and

(4) oversee the evaluation of the Board.

The Board of Directors has determined that the members of the NCG Committee are independent as described herein under “Director Independence and Executive Sessions.”

HOW WE GOVERN AND ARE GOVERNED

Meeting Attendance

During 2021, the Board held a total of eight meetings. Each director who was a member of the Board in 2021 attended at this meetingleast 75% of the aggregate number of Board and with respectcommittee meetings on which the director served. The Company encourages its Directors to the otherattend its Annual Meeting of Shareholders but has not adopted a formal policy requiring attendance. All Directors who were members of the Board in 2021 at the Nominatingtime of the 2021 Annual Meeting of Shareholders were in attendance, which was held virtually.

Director Independence and Corporate Governance Committee and theExecutive Sessions

The Board of Directors as a whole focused primarily on the experience, qualifications, attributes and skills discussed inaffirmatively determined that each of the director’s biographies set forth above. In each case, the NominatingCompany’s five current non-management directors (two of whom are also nominees for election), James R. Helvey III, David H. Klein, Valerie Rahmani, Raj Rajgopal, and Kathryn A. Stein, are independent directors in accordance with our Corporate Governance CommitteePolicies, a copy of which is available on our website (see “Corporate Governance and Website Information”), the rules of the SEC and the standards of the NASDAQ Stock Market (“NASDAQ”). As a result of these five directors being independent, a majority of our Company’s Board of Directors considered importantis currently independent as so defined. The Board of Directors has determined that there are no relationships between the achievements of the individual in the successful career described. With regard to Mr. Gydé, the Nominating and Corporate Governance CommitteeCompany and the directors classified as independent other than service on our Company’s Board believeof Directors. The Board of Directors also previously determined that it is important that they have immediate access to his direct involvement in the management of the Company as the Chief Executive Officer. With regard to Mr. Helvey, the Nominating and Corporate Governance Committee andOwen J. Sullivan, who retired from the Board particularly noted his extensive financial experienceeffective July 1, 2021, and prior audit committee experience. With regard to Mr. Klein, the Nominating and Corporate Governance Committee and the Board particularly noted his extensive experience managing health plan entities and his knowledge of the healthcare industry, an important market for the Company’s services. With regard to Ms. Rahmani, the Nominating and Corporate Governance Committee and the Board particularly noted her experience in cyber-security and her extensive management experience within the IT Services industry. With regard to Mr. Daniel J. Sullivan, the Nominating and Corporate Governance Committee andwho retired from the Board particularly noted the broad perspective resulting from his diverse experience in managing and servingeffective September 16, 2021, were “independent directors” as an officer for a large, public company. With regard to Mr. Owen J. Sullivan, the Nominating and Corporate Governance Committee and the Board particularly noted his extensive experience in the staffing solutions and professional resourcing industry, including his roles at ManpowerGroup.

Although diversity may be a consideration in the Nominating and Corporate Governance Committee’s process, the Nominating and Corporate Governance Committee and the Board of Directors do not have a formal policy with regard to the consideration of diversity in identifying director nominees. Since neither the Board nor the Nominating and Corporate Governance Committee has received any shareholder nominations in the past, the Nominating and Corporate Governance Committee has not considered whether there would be any differences in the manner in which the Committee evaluates nominees for director based on whether the nominee is recommended by a shareholder.

Source of Recommendation for Current Nominees. The nominees for director included in this proxy statement have been formally recommendeddefined by the incumbent independent directors who serve onsame standards noted above.

The foregoing independence determination also included the Nominating and Corporate Governance Committee.

Past Nominations from More Than 5% Shareholders.Under the SEC rules (and assuming consent to disclosure is given by the proponents and nominee), the Company must disclose any nominations for director made by any person or group beneficially owning more than 5% of the Company’s outstanding common stock received by the Company by the date that was 120 calendar days before the anniversary of the date on which its proxy statement was sent to its shareholders in connection with the previous year’s annual meeting. The Company did not receive any such nominations.

Shareholder Communications to the Board of Directors

Any record or beneficial owner of the Company’s common stock who has concerns about accounting, internal accounting controls, auditing matters or any other matters relating to the Company and wishes to communicate with the Board of Directors on such matters may contact the Audit Committee directly. The Audit Committee has undertaken on behalfconclusions of the Board of Directors to be the recipientthat:

appropriate directors or committees so longJames R. Helvey III serves as the intended recipients are clearly stated. Alternatively, any interested parties may communicate with the ChairmanChair of the Board of Directors by writingand is responsible for scheduling and setting the agenda for the executive sessions of the independent directors. Such executive sessions are expected to Daniel J. Sullivan, c/o Computer Task Group, Incorporated, 800 Delaware Avenue, Buffalo, New York 14209.

Communications intended to be anonymous may be made by callingoccur at regularly scheduled times during the Company’s Ethics and Compliance (Whistleblower) Hotline Service at844-627-6885 and identifying ones self as an interested party intending to communicatefiscal year ending December 31, 2022, typically in conjunction with the Audit Committee (this third party service undertakes to forward such communicationsa regularly scheduled Board meeting, in addition to the Audit Committee if so requested, assuming the intended recipient is clearly identified). You may also send communications intended to be anonymous by mail, without indicating your name or address, to Computer Task Group, Incorporated, 800 Delaware Avenue, Buffalo, New York 14209, Attention: Chairmanseparate meetings of the Audit Committee. Communications not intended to be made anonymously may also be made by callingstanding committees of the hotline number or by mail to that address.

Shareholder proposals intended to be presented at a meetingBoard of shareholders by inclusion in the Company’s proxy statement under SEC Rule14a-8 or intended to be brought before a shareholders’ meeting in compliance with the Company’sBy-laws are subject to specific notice and other requirements referred to under “Shareholder Proposals” and in applicable SEC rules and the Company’sBy-laws. The communications process for shareholders described above does not modify or eliminate any requirements for shareholder proposals intended to be presented at a meeting of shareholders. If you wish to make a proposal to be presented at a meeting of shareholders, you may not communicate such proposals anonymously and may not use the hotline number or Audit Committee communication process described above in lieu of following the notice and other requirements that apply to shareholder proposals intended to be presented at a meeting of shareholders.Directors.

Corporate Governance and Website Information

The Company follows certain corporate governance requirements that it believes are in compliance with the corporate governance requirements of the NASDAQ listing standards and SEC regulations. The principal elements of these governance requirements as implemented by our Company are:

The charters of the Audit Committee, Compensation Committee, and Nominating and GovernanceNCG Committee, the corporate governance principlesCorporate Governance Policies of the Board of Directors, and the Code of Business Conduct are available without charge on the Company’s website at www.ctg.com, by clicking on “Investors,” and then “Corporate Governance.” We will also send these physical documents without charge and in print to any shareholder who requests them. The Company intends to disclose any amendments to or waivers of the Code of Business Conduct on its website.

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Board Leadership and Role in Risk Oversight

The Company’s Board has elected to separate the ChairmanChair and the CEO roles and has appointed Daniel J. SullivanJames R. Helvey III to serve as the Company’s Chairmanindependent Chair of the Board. The Company believes that splitting such roles promotes independent oversight of management and facilitates a balance of power more aligned with shareholder interests.

The Board views enterprise risk management (“ERM”) as an integral part of the Company’s strategic planning process and, as such, has charged the Audit Committee with the responsibility of overseeing the ERM process. To facilitate coordination of ERM at the operational level, the Audit Committee appointed the Company’s CFO as the Company’s Chief Risk Officer (“CRO”). In this capacity as CRO, the CFO works with the CEO and executive officers of the Company to provide periodic ERM reports to the Audit Committee and strives to generate careful and thoughtful attention on the Company’s ERM process, the nature of material risks to the Company and the adequacy of the Company’s policies and procedures designed to mitigate these risks. Among the matters that are considered in the Company’s ERM process is the extent to which the Company’s policies and practices for incentivizing and compensating employees, includingnon-executive officers, may create risks that are reasonably likely to have a material adverse effect on the Company. In this manner, the Board believes it appropriately encourages management to promote a corporate culture that appreciates risk management and incorporates it into the overall strategic planning process of the Company.

Social Responsibility

Our social responsibility principles inform the way we work. CTG is committed to the highest standards in our labor practices, the health and safety of our employees, and business ethics.

CTG has business operations in the Americas, Western Europe and India, all regions with strict labor laws regarding human rights. We have internal policies intended to ensure our compliance with these laws, and we will not knowingly conduct business with anyone who violates these laws or basic human rights. We are committed to adhering to the Fair Labor Standards Act (“FLSA”), local labor laws, and prevailing wage rates. CTG prohibits any form of workplace or sexual harassment, and all employees are required to work in a manner that prevents harassment in the workplace. This policy is one component of CTG’s commitment to a discrimination-free work environment.

None of CTG’s leased office spaces are subject to industrial hazards and all adhere to the Occupational Safety and Health Administration (“OSHA”) office standards. We will not knowingly transact business with, or place our team members at, companies that do not enforce appropriate workplace safety and health standards.

Our Code of Business Conduct serves as our baseline for business ethics, and all employees are required to adhere to these guidelines. We are committed to providing clients with high-quality services that conform to mutually agreed-upon requirements and maintain certifications that support our Quality Policy, including 9001:2015 certification for our European operations. 

CTG Luxembourg PSF S.A. holds the “Entreprise Socialement Responsable” (Socially Responsible Enterprise) label that is awarded by the INDR Luxembourg (Institut National pour le Développement Durable et la Responsabilité Sociale des Entreprises), an organization that aims to promote responsible business practices in Luxembourg.

Our whistleblower hotline ensures that there is a confidential way to report any concerns with CTG business practices. Specific to CTG Luxembourg, PSF S.A., we have complaint handling (traitement des réclamations) processes for clients, in accordance with CSSF’s Regulation 16-07 and Circular 17/671.

Environmental Responsibility

CTG maintains a relatively small carbon/environmental footprint. As a professional services provider, much of our focus is on the individual behavior of our team members and the decisions we make in managing our office spaces. Our environmental strategy has three areas of focus:

Personal Initiative

Many of our improvements come from our employee's environmentally conscious efforts. CTG supports these efforts by:

Corporate Contracts and Purchasing

CTG is committed to doing business with companies that share our environmental concern. Examples include purchasing environmentally-friendly products and prioritizing property management companies and office spaces that utilize environmentally friendly materials, policies, and services.

Corporate Stewardship

We are conscious of our impact on the communities our teams call home. Over the years, we have made significant improvements that support reducing the carbon/environmental footprint of our North American corporate headquarters, located in Buffalo, New York. In all locations, we are committed to ensuring that none of our outdated computer systems and electronics end up in landfills and that our office waste be disposed of through local energy-from-waste programs.

COVID-19 Response

The health, well-being and safety of our employees, clients and communities is our top priority. COVID-19 became a potentially significant issue during the first quarter of 2020 as we followed global developments and observed the impacts of COVID-19 in the Americas, Western Europe, and India, regions where we operate. Our senior management team initiated regular COVID-19 planning sessions to address the critical safety, operational and business risks associated with the global COVID-19 pandemic. With our continued commitment to monitor, assess and implement guidance and best practices for the Company as recommended by the World Health Organization (“WHO”) and Centers for Disease Control and Prevention (“CDC”), we have been able to maintain the continuity of the essential services that we provide to our clients, while also managing the impact of the spread of the virus within our business, as well as promoting the health, well-being and safety of our employees, clients and communities.

Anti-Hedging Policy

The Company’s Insider Trading Policy, which is available on the Company’s website (see “Corporate Governance and Website Information” herein), prohibits certain speculative transactions by directors, officers, employees and consultants of the Company and its subsidiaries as well as their family members who reside with them, anyone else who lives in their household and any family members who do not live in their household but whose transactions in Company securities are directed by them or subject to their influence or control (all such persons, “Covered Persons”). Covered Persons are not permitted to engage in hedging or monetization transactions, such as zero-cost collars and forward sale contracts, which allow stockholders to lock in the value of their stock holdings in exchange for all or part of the potential for upside appreciation in the stock. In addition, Covered Persons may not engage in short sales of the Company’s securities (sales of securities that are not then owned), including sales against the box (sales of owned shares with delayed delivery).

Audit Committee’s Review of Related Person Transactions

In accordance with the Audit Committeeits charter, the Audit Committee reviews related person transactions. It isThe Audit Committee charter provides that the Company’s written policy that itCompany will not enter into transactions that are considered related person transactions that are required to be disclosed under Item 404 of the SEC’s RegulationS-K unless the Audit Committee or another independent body of the Board of Directors first reviews and approves or ratifies

the transactions. Under the SEC’s rules, a “related person” includes any of our directors or executive officers, certain of our shareholders and any of their respective immediate family members. Covered transactions under the SEC’s rules include those in which the Company is a participant, a “related person” that will have a direct or indirect material interest, and the amount involved exceeds $120,000.

HOW YOU CAN COMMUNICATE WITH US

Our Board of Directors values input from a wide variety of sources to inform its deliberations and decision- making. The Board recognizes that shareholders are an excellent source of insights and have a financial stake in the wisdom of those insights. The Board therefore enables shareholder communication via a variety of channels.

 Shareholders may participate in and ask questions during our annual shareholder meetings. We describe in this proxy statement how shareholders of record on the meeting record date can do so at the Annual Meeting. Shareholders may also interact regularly with management and the Board, primarily around quarterly earnings releases. Shareholder interactions with management are regularly communicated back to the Board.

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COMPENSATION DISCUSSION AND ANALYSIS

CompensationIn addition, any record or beneficial owner of the Company’s common stock who has concerns about accounting, internal accounting controls, auditing matters or any other matters relating to the Company and wishes to communicate with the Board of Directors on such matters may contact the Audit Committee Composition and Primary Purposes

directly. The CompensationAudit Committee has undertaken, on behalf of the Board of Directors, consiststo be the recipient of Valerie Rahmani,communications from shareholders relating to the Company. If particular communications are directed to the full Board, independent directors as a group, a Board committee or individual directors, the Audit Committee will route these communications to the appropriate noted parties so long as the intended recipients are clearly stated in the communications received.

Communications intended to be anonymous may be made by calling the Company’s Whistleblower Hotline Service at +1 844 627 6885 and identifying oneself as an interested party intending to communicate with the Audit Committee (This third-party service undertakes to forward such communications to the Audit Committee if so requested, assuming the intended recipient is clearly identified). You may also send communications intended to be anonymous by mail, without indicating your name or address, to Computer Task Group, Incorporated, 300 Corporate Parkway, Suite 214N, Amherst, New York 14226, Attention: Chair of the Audit Committee. Communications not intended to be made anonymously may be made by telephone to the hotline number or by mail to the same address.

Alternatively, any interested parties may communicate with the Chair of the Board of Directors by writing to: Computer Task Group, Incorporated, Attn: Chair of the Board of Directors, 300 Corporate Parkway, Suite 214N, Amherst, New York 14226.

Shareholder proposals intended to be presented at a meeting of shareholders by inclusion in the Company’s proxy statement under Exchange Act Rule 14a-8 or intended to be brought before a shareholders meeting in compliance with the Company’s Restated By-laws are subject to specific notice and other requirements referred to herein under “Shareholder Proposals” and in applicable SEC rules and the Company’s Restated By-laws. The communications process for shareholders described above does not modify or eliminate any requirements for shareholder proposals intended to be presented at a meeting of shareholders. If you wish to make a proposal to be presented at a meeting of shareholders, you may not communicate such proposals anonymously and may not use the hotline number or Audit Committee communication process described above instead of following the notice and other requirements that apply to shareholder proposals intended to be presented at a meeting of shareholders.

HOW WE ARE PAID

2021 DIRECTOR COMPENSATION

As of December 31, 2021, David H. Klein had 33,096 stock options outstanding which had been granted in prior years’ for service on the Board.

In 2010, the Company’s shareholders approved the Non-Employee Director Deferred Compensation Plan (“Director Deferred Compensation Plan”).  Although no set benefits or amounts were granted under this Plan in 2021, the Director Deferred Compensation Plan allows non-employee directors the ability to defer up to 100% of their total director compensation.

For 2021, the annual retainer fee for each board member totaled $150,000, which the board elected to receive as 40% cash payments and 60% in deferred stock units, while the chair of each of the Board’s committees received the additional compensation for such services as cash payments. The Chair of the Board of Directors also received a $100,000 annual fee which was paid in cash (in 2021, Daniel J. Sullivan received $75,000 prior to retirement, and Mr. James R. Helvey III David H. Klein, Daniel J. Sullivan, and Owen J. Sullivan. The Compensation Committee is responsible for overseeingreceived $29,110 pro-rata based upon the administrationdate he became Chair of the Company’s employee stockBoard). The Chair of the Audit Committee (Mr. Helvey) received a $15,000 annual fee, and benefit plans, establishing policies relating to the compensation of employees and setting the terms and conditions of employment for executive officers. During 2018, the Compensation Committee held a total of 6 meetings. The Board of Directors has determined that the membersChair of the Compensation Committee (Ms. Rahmani) received a $10,000 annual fee, while the Chair of the NCG Committee (Mr. Klein) received an annual fee of $10,000.  Directors are independent.reimbursed for expenses they incur while attending board and committee meetings. Mr. Gydé did not receive any additional compensation for his services as a director.  

The Compensation CommitteeCompany has a charter that is available on our Company’s website. See “Corporate Governanceadopted stock ownership guidelines requiring each independent director to own Company shares valued at five (5) times the director’s base annual retainer fee. Such directors are expected to achieve these ownership levels within five (5) years of their election to the Board. To determine the value of each director’s equity ownership, and Website Information”. The Compensation Committee reviewsfor the charter annuallypurposes of satisfying the ownership guidelines, the following forms of equity will be included in the value calculation: shares beneficially owned by the incumbent, his or her spouse and/or minor children, whether owned outright or in trust; any time-based restricted stock; and updatesany stock held for the charter as necessary.director’s benefit in any deferred compensation plan. As of the date of this proxy statement, all directors have met their ownership guidelines other than Kathryn A. Stein and Raj Rajgopal who recently joined the Board and are in the process of achieving such guidelines.

The primary purposes ofDirector Deferred Compensation Plan is administered by the Compensation Committee in accordance with Section 409A of the Internal Revenue Code. All amounts credited to the participant are to:invested, as approved by the Compensation Committee, and the participant is credited with the actual earnings of the investments. Company contributions, including investment earnings, may be in cash or the stock of the Company. Participants have an immediate 100% non-forfeitable right to the value of their contributions. If a participant does not make an election in the time and manner specified in the Director Deferred Compensation Plan, payment of the vested value of his or her account will be paid in shares for share units owned, and in cash for the cash balance in their account. A participant’s eligibility terminates upon retirement or resignation from service.

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary for 2021

The Company

CTG is a leading provider of IT solutions and services, serving as a catalyst for our clients’ digital transformation. We increase project momentum and the speed at which our clients achieve their desired outcomes. Our solutions portfolio addresses critical challenges for clients in the Americas, Western Europe, and India in high-growth industries. Clients we typically support are organizations with large, complex technology, information, and data requirements. Some have begun their digital transformation and are struggling to drive their desired results, while many are just starting to define their digital transformation needs and strategy.

CTG's Digital Transformation Solutions portfolio spans three areas that collectively address many of our clients' most pressing transformation challenges and are designed to address their unique business, technology, and operational needs. Our capabilities ensure that our clients utilize the right information technology to meet their business needs, maximize their IT systems' value, and operate efficiently and effectively. The following describes the typical services provided:

In prior years, and in 2021 prior to the fourth quarter, the Company reported its results in one segment. This included operating segments for each of North America and Europe. The services the Company provided, regardless of geography or industry, were similar in nature and produced similar results. Additionally, the CEO, who is the Company’s chief operating decision maker, made decisions on investments and allocated resources at the North America or Europe level. Accordingly, given the consistency in the services provided and the results, the Company aggregated those results into one reporting segment.

During the 2021 fourth quarter, the Company further refined its strategy around providing digital services within its IT solutions business in both North America and Europe. As part of this process, the Company also determined that there are certain accounts that are no longer part of the Company’s long-term business plan. Accordingly, the Company is now

operating and reporting in three segments within its business; North America IT Solutions and Services, Europe IT Solutions and Services, and Non-Strategic Technology Services.

CTG provides a majority of its services through five vertical market areas: technology service providers, financial services, healthcare (which includes services provided to healthcare providers, health insurers (payers), and life sciences companies), manufacturing, and energy. CTG has operations in the Americas, Western Europe, and India, and had approximately 3,450 employees and billable subcontractors at December 31, 2021.  

Our Named Executive Officers

Our Named Executive Officers for fiscal 2021 are:

The Committee may delegate to one or more officers designated by the Committee the authority to make grants of optionsShareholder Engagement and restricted stock to eligible individuals other than directors and officers, provided the Committee shall have fixed the exercise price or a formula for determining the exercise price for each grant, approved the vesting schedule, authorized any alternative provisions as are necessary or desirable to facilitate legal compliance or to ensure the effectiveness ortax-qualified statusResults of the award under2021 Say-on-Pay Vote

We carefully consider the lawsresults of countries outside the U.S. when grants are madeour advisory shareholder Say-on-Pay votes and take into account feedback we receive from our shareholders. We have historically received well over majority support for advisory Say-on-Pay votes, with support ranging from 78.7% tonon-U.S. employees, approved the form of documentation evidencing each grant, and determined the number of shares or the basis for determining such number of shares by position, compensation level or category of personnel.

Effect ofSay-on-Pay Vote

85.6% from 2019 to 2021. At the July 2018 annual meeting,September 2021 Annual Meeting, shareholders were asked to approve, on an advisory basis, the Company’s fiscal 20172020 executive compensation programs.program. Of those who voted (excluding brokernon-votes),for or against, over 88%85.6% voted to approve thein favor of our Say-on-Pay proposal. In light of these results, and in consideration of shareholder input obtained from outreach efforts taken in connection with the 2018 meeting,2021 voting results, the Compensation Committee carefully reviewed the Company’s executive compensation practices.practices and program.

As part of this review, the Company solicited the viewpoints of shareholders. Across 2021 and into 2022, the Company met with a broad set of shareholders. Conversations ran across a broad spectrum of topics including strategy, operations, governance, and executive compensation. The Compensation Committee considered feedback received from shareholders when deliberating on the 2022 compensation program.

After careful review and consideration as well as input from Pay Governance LLC (“Pay Governance”), the Compensation Committee’s independent compensation consulting firm, the Compensation Committee concluded that the Company’s existing executive compensation programs continueprogram continues to be the most appropriate for the Company and effective in rewarding executives, commensurate with business results. The Compensation Committee believescontinues to believe that the best way to align the CEO’s compensation with shareholder interests is to place the majority of his compensation at risk in the form of long-term performance-based equity awards and annual incentive opportunity.opportunities. We will continue to keep an open dialogue with our shareholders to help ensure that we have a regular pulse on investor perspectives.

Compensation Philosophy and Executive Compensation Objectives

Given the exceptionally competitive nature of the IT Industry,industry, the Compensation Committee and management believe it is strategically critical to attract, retain, and motivate the most talented employees possible

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by providing competitive total compensation packages. This general philosophy on compensation applies to all employees of the Company. With regard to executive officer compensation, the Company seekscompensation plans are designed to reward achievement against a challenging set of financial metrics established by the Compensation Committee on an annual basis and to accomplish the following high-level objectives: