UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
the Securities Exchange Act of 1934 (Amendment No. )
2187 Atlantic Street
Stamford, Connecticut 06902
(203) 517-3100
18, 2021
Information Services Group, Inc.:
![[MISSING IMAGE: sg_michaelpconnors-bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-038338/sg_michaelpconnors-bw.jpg){kind=small}
Chairman and Chief Executive Officer
|
Information Services Group, Inc.
2187 Atlantic Street
Stamford, Connecticut 06902
(203) 517-3100
Information Services Group, Inc.:
2021.
Michael P. Connors Chairman and Chief Executive Officer | ||
|
Stamford, Connecticut
March 21, 2019
18, 2021
| | | Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on April 29, 2021 | | |
| | | The Notice of Annual Meeting of Stockholders, Proxy Statement and 2020 Annual Report to Stockholders are available free of charge at https://materials.proxyvote.com/45675Y. | | |
| | | Copies of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, including financial statements and schedules thereto, are also available without charge to stockholders upon written request addressed to: Chief Financial Officer, Information Services Group, Inc., 2187 Atlantic Street, Stamford, Connecticut 06902. | | |
Important Notice Regarding the Availability of Proxy Materialsfor the Stockholder Meeting to Be Held on April 30, 2019 The Notice of Annual Meeting of Stockholders, Proxy Statement and 2018 Annual Report to Stockholders are available free of charge athttps://materials.proxyvote.com/45675Y. Copies of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, including financial statements and schedules thereto, are also available without charge to stockholders upon written request addressed to: Chief Financial Officer, Information Services Group, Inc., 2187 Atlantic Street, Stamford, Connecticut 06902.
Stockholder Proposals and Nominations 18, 2021. considered Officers; the instructions that you received through electronic mail. There are three convenient ways of submitting your vote: Michael P. Connors Christine Putur The principal occupations and qualifications of the nominees for director are as follows. There are no family relationships among any of our directors or executive officers. The Board of Directors believes that this structure is in the best interests of the Company at this time as it will allow for a balance of power between the CEO and the independent directors and will provide an environment in which its independent directors are fully informed, have significant input into the content of Board meeting agendas and are able to provide objective and thoughtful oversight of management. Director Independence Michael P. Connors Neil G. Budnick Gerald S. Hobbs Kalpana Raina Audit Committee Employee Stock Purchase Plan. The Compensation Committee is also responsible for, among other things: 20. Code of Ethics During 2021. Audit Fees(1) Audit-Related Fees(2) Tax Fees(3) All Other Fees(4) Total Fees not be required if the engagement for the services is entered into pursuant to pre-approval policies and procedures established by the Audit Committee regarding the statement in 2020. the year. Prior to his tenure at Kalpana Raina has served as our Director since August 2009. Ms. Raina is the managing partner of 252 Solutions, LLC, an advisory firm that specializes in strategic development and implementation. Previously, Ms. Raina was a senior executive with The Bank of New York, a global financial services company. She joined the Bank in 1989 and held a variety of leadership positions, most recently Executive Vice President and Head of European Country Management and Corporate Banking. Prior to that, she served in Mumbai, India as the Role of Management in Compensation Decisions Base Salary 28. 2021. impact and contributions to the growth of the enterprise, marketplace practice and the terms of any individual employment agreements. An additional key consideration in making these awards also is to promote retention of the grantee and long-term service to the Company. Similarly, the Compensation Committee uses long-term equity awards granted to new executives as a means to induce such persons to join the Company. December 31, 2020. On December 16, 2011, Mr. Connors entered into the Connors Employment Agreement, which was amended subsequently on December 10, 2013 to extend the term until December 31, 2017, Change in Control Arrangements (A) accelerate, vest or cause the restrictions to lapse with respect to all or any portion of an award, (B) cancel such awards for fair market value (as determined in the sole discretion of the On March 10, 2020, the Compensation Committee determined to amend outstanding restricted stock units held by executive officers to provide that, in the event of a change in control, the awards that are not assumed on fair terms by a public company acquirer will automatically vest, but those awards appropriately assumed by a public company acquirer will remain subject to further vesting. In the latter case, the restricted stock units will be subject to “double-trigger” protections so that, if the executive is terminated without “Cause” or terminates employment for “Good Reason” or due to death or disability within 24 months after the change in control, the executive’s restricted stock units will fully vest. Restricted stock units granted to the named executive officers in 2020 contain similar provisions, as will future awards. Stock Ownership Guidelines 3, 2021 or are on pace to meet these guidelines within the timeframe indicated above. Michael P. Connors Chairman and Chief David E. Berger Executive Vice President and Chief Financial Officer Todd D. Lavieri Vice Chairman President, ISG Americas and Asia Pacific Mr. Connors Mr. Berger Mr. Lavieri Neil G. Budnick Gerald S. Hobbs Christine Putur Kalpana Raina Donald C. Waite III Neil G. Budnick Gerald S. Hobbs Kalpana Raina Stockholders Beneficially Owning More Than 5%. Chevrillon & Associés(2) Private Capital Management, LLC(3) LLR Equity Partners(4) Directors and Named Executive Officers Michael P. Connors(5)(6) David E. Berger(7) Thomas S. Kucinski(8) Todd D. Lavieri(9) Neil G. Budnick(6)(10) Gerald S. Hobbs(6)(10) Christine Putur(6)(10) Kalpana Raina(6)(10) Donald C. Waite III(6)(10) All directors and executive officers as a group (9 individuals)(11) TRANSACTION OF OTHER BUSINESS By Order of Page Page 2
5 76 1514 1716 1817 Management 1918 2220 3028 3129 3230 3331 35 3532 36 32 ("(“ISG,"” the "Company," "we," "us,"“Company,” “we,” “us,” and "our"“our”), for use at its Annual Meeting of Stockholders to be held on April 30, 201929, 2021 (the "Annual Meeting"“Annual Meeting”), or any adjournment or postponement thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. This Proxy Statement and the enclosed proxy are being distributed and made available to our stockholders on or about March 21, 2019."SEC"“SEC”), we sent a Notice of Internet Availability of Proxy Materials on or about March 21, 201918, 2021 to our stockholders of record as of the close of business on March 4, 2019.3, 2021. We also provided access to our proxy materials via the internet beginning on that date. If you received a Notice of Internet Availability of Proxy Materials by mail and did not receive, but would like to receive, a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in this proxy statement or in the Notice of Internet Availability of Proxy Materials.4, 20193, 2021 will be entitled to vote at the meeting and any postponement or adjournment thereof. As of March 4, 2019,3, 2021, we had 45,799,60548,400,641 shares of common stock outstanding and expected to be entitled to vote with respect to all matters to be acted upon at the Annual Meeting. Each stockholder of record as of March 4, 20193, 2021 is entitled to one vote for each share of common stock held by such stockholder.stockholder'sstockholder’s behalf by such stockholder'sstockholder’s broker, bank or other nominee) or if the stockholder votes in person at the Annual Meeting. Abstentions, "withhold"“withhold” votes and broker non-votes will be counted towards the quorum requirement. If there is no quorum, a majority of the votes present at the Annual Meeting or the presiding officer at the Annual Meeting may adjourn the Annual Meeting until a quorum is present.twothree nominees; and•Proposal No.requiresand 3 require the affirmative vote of a majority of the votes cast by holders of shares of ISG common stock represented in person or by proxy at the Annual Meeting; and•Proposal No. 3 requires the affirmative vote of a majority of the votes cast by holders of shares of ISG common stock represented in person or by proxy at the Annual Meeting."withhold votes"“withhold votes” and broker non-votes will have no effect on the outcome of the vote because they are not considered "votes cast"“votes cast” for voting purposes. For Proposal No. 2, abstentions will have no effect on the outcome of this proposal because they are not"votes cast"“votes cast” for voting purposes. Under the rules of the New York Stock Exchange, member brokers who hold shares in street name for their customers that are the beneficial owners of those shares have the authority to only vote on certain "routine"“routine” items in the event that they have not received instructions from beneficial owners. Proposal No. 2 is considered a "routine"“routine” item, and accordingly, brokers and other nominees will have discretionary authority to vote on Proposal No. 2, such that we expect there to be no broker non-votes on"votes cast"“votes cast” for voting purposes."FOR"•"FOR"Company'sCompany’s independent public accounting firm for the fiscal year ending December 31, 2019; and2021;•"FOR"Officers.("Innisfree"(“Innisfree”) to assist in soliciting proxies. ISG expects to pay Innisfree approximately $10,000 plus expenses in connection with its solicitation of proxies.4, 20193, 2021 your shares are registered directly in your name with the Company'sCompany’s registrar and transfer agent, Continental Stock Transfer & Trust ("Continental"(“Continental”), you are considered a stockholder of record with respect to those shares, and the Notice was sent to you directly by the Company. As the stockholder of record, you have the right to grant your voting proxy directly to the Company or to vote in person at the Annual Meeting.4, 20193, 2021 your shares are held in a brokerage account with a bank, broker-dealer, trust or similar organization, you are considered the "beneficial owner"“beneficial owner” of those shares held in "street name"“street name” and the Notice was forwarded to you by that organization. The organization that holds your shares is considered the stockholder of record for purposes of voting at the Annual Meeting. Because you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a valid proxy from the organization that holds your shares giving you the right to vote your shares at the Annual Meeting. As the beneficial owner, you have the right to direct your broker or other intermediary how to vote your shares, and you are also invited to attend the Annual Meeting.—All stockholders of record can vote by touchtone telephone from the U.S. using the toll-free telephone number on the proxy card, or over the internet using the procedures and instructions described on the proxy card. Beneficial owners may vote by telephone or internet if their broker or other intermediary makes those methods available, in which case the broker or other intermediary will enclose the instructions with the proxy materials. The telephone and internet voting procedures are designed to authenticate stockholders'stockholders’ identities, to allow stockholders to vote their shares, and to confirm that their instructions have been recorded properly.•—All stockholders of record may vote in person at the Annual Meeting. Beneficial owners may vote in person at the Annual Meeting if their broker or other intermediary has furnished a legal proxy. If you are a beneficial owner and would like to vote your shares by proxy,at the Annual Meeting, you will need to ask your broker or other intermediary to furnish you with a legal proxy. You will need to bring the legal proxy with you to the Annual Meeting and hand it in with a signed ballot that will be provided to you at the Annual Meeting. You will not be able to vote your shares without a legal proxy.•—All stockholders of record can vote by written proxy card, if they have requested to receive a paper copy of our proxy materials. If you are a beneficial holder and you requested to receive printed proxy materials, you will receive a written proxy card and a voting instruction form from your broker or other intermediary.stockholder'sstockholder’s choice with respect to any matter to be acted upon, the shares will be voted in accordance with that specification.If no choice is indicated on the proxy, the shares will be voted "For"“For” the election of the nominees named in this Proxy Statement and "For"“For” proposals two and three. A stockholder whose shares are registered in such stockholder'sstockholder’s own name has the power to revoke his or her proxy at any time before it is exercised by (i) delivering to the Chief Financial Officer of the Company a written instrument revoking the proxy, (ii) voting again over the internet or by telephone (only your latest internet or telephone proxy submitted prior to the Annual Meeting will be counted) or, if you requested and received written proxy materials, by signing and returning a new proxy card with a later date or a duly executed proxy with a later date or (iii) by attending the meeting and voting in person. If you hold shares in street name, through a bank, broker or other nominee, please contact the bank, broker or other nominee to revoke your proxy.year'syear’s Annual Meeting, we will deliver them promptly upon request to Chief Financial Officer, Information Services Group, Inc., 2187 Atlantic Street, Stamford, Connecticut 06902.
ELECTION OF DIRECTORSthis annual meetingthe Annual Meeting in 2022 (the "Class“Class III Directors"Directors”); and Neil G. Budnick and Gerald S. Hobbs constitute a class with a term that expires at the annual meeting in 2020 (the "Class I Directors"); and Kalpana Raina and Donald C. Waite III constitute a class with a term that expires at the Annual Meeting in 20212023 (the "Class II Directors"“Class I Directors”).IIII Directors for a three-year term expiring in 2022: Michael P. Connors2024: Bruce N. Pfau, Kalpana Raina and Christine Putur.Donald C. Waite III. Action will be taken at the Annual Meeting for the election of these Class IIIII Directors. Set forth below is information regarding the nominees to the Board of Directors for election as directors.Michael P. ConnorsBruce N. Pfau, Kalpana Raina and Christine PuturDonald C. Waite III unless otherwise directed by the person furnishing a valid proxy. The nominees have agreed to be named in this Proxy Statement and to serve if elected. If the nominees decline to serve or become unavailable for any reason, or if a vacancy occurs before the election (although we know of no reason to anticipate that this will occur), the proxies may be voted for such substitute nominee(s) as we may designate.twothree nominees. Abstentions, "withhold votes"“withhold votes” and broker non-votes will have no effect on the outcome of the vote because they are not considered "votes cast"“votes cast” for voting purposes.Name Age Director Since Bruce N. Pfau 67 2019 Kalpana Raina 65 2009 Donald C. Waite III 79 2008 Age Director Since 63 2006 57 2014 Michael P. Connors has served as our Chairman of the Board and Chief Executive Officer since our inception. Mr. Connors also served as our Secretary and Treasurer from the date of our inception until December 2006. Mr. Connors served as Chairman and CEO of VNU's Media Measurement and Information (MMI) Group from its creation in 2001 until his resignation in 2005. VNU, now The Nielsen Company, was a leading global information and media company. Mr. Connors was instrumental in creating the MMI Group, which comprised VNU's media information, entertainment, software and internet businesses, including Nielsen Media Research, Nielsen Entertainment and NetRatings. In addition to leading the MMI Group, Mr. Connors served as chairman of VNU World Directories from 2003 to 2004, which included VNU's Yellow Pages and directory businesses operating in seven countries. Mr. Connors also served as a member of the VNU Executive Board. Prior to joining VNU, Mr. Connors was Vice Chairman of ACNielsen Corporation, one of the world's largest marketing information services companies, commencing November 1996. Prior to that, as Senior Vice President of The Dun & Bradstreet Corporation (D&B), Mr. Connors played a key role in the breakup of D&B into three separate, publicly traded companies, including ACNielsen. Mr. Connors currently serves as a director of both Eastman Chemical Company and Chubb, Ltd.Christine PuturBruce N. Pfau has served as our Director since March 2014.July 2019. Over a 30-year career, Mr. Pfau, a former long-time senior executive with KPMG, has served as a billable C-suite consultant, P&L partner and consulting practice leader; as a vice chairman of a Big 4 accounting and consulting firm; and as a business author, speaker and noted expert on human-capital-intensive, data-driven businesses. Mr. Pfau joined KPMG in 2004 and served as the firm’s vice chairman of Human Resources and Communications for 12 years. During this time, he was a member of the 10-person KPMG management committee responsible for leading the firm and served on the KPMG acquisition committee that oversaw the acquisition of 10 businesses. Upon his mandatory retirement from his vice chairman role at age 60, he served from 2016 to 2018 as a partner, senior consultant and “ambassador” to some of KPMG’s increasingly important executive markets. Earlier in his career, Mr. Pfau held executive positions with services firms including Watson Wyatt Worldwide (now Willis Towers Watson) and Hay Group (now Korn Ferry Hay). Mr. Pfau holds a bachelor’s degree from Tufts University and master’s and doctoral degrees from Loyola University, Chicago.PuturRaina is the Chief Information Officermanaging partner of Recreational Equipment, Inc. (REI), a specialty outdoor retailer.252 Solutions, LLC, an advisory firm that specializes in strategic development and implementation. Previously, Ms. Putur was previously the Chief Information Officer of Coach, Inc., a leading New York design house of modern luxury accessories. Prior to Coach, Ms. PuturRaina was a senior executive for Staples, Inc.,with The Bank of New York, a leading office supply retailer.global financial services company. She joined Staplesthe Bank in 19991989 and held a variety of leadership positions, most recently as the SeniorExecutive Vice President and Chief Information Officer.Head of European Country Management and Corporate Banking. Prior to that, she worked at Digital Equipment Corporation,served in Mumbai, India as the bank’s Executive Vice President, International. During her eighteen year career with the bank shevendordirector of computer systems, for 15 yearsYellow Pages Limited (TSX: YLO), where she serves on the Nominating and participated in its merger with Compaq Computer Corporation,Corporate Governance Committee and Audit Committee. Until December 2017, Ms. Raina was also a developerdirector of John Wiley & Son (NYSE: JWa and sellerJWb). She is a member of computersWomen Corporate Directors and related products and services. Ms. Putur holds a B.A. in Administrative Science and Math from Colby CollegeThe National Association of Corporate Directors and a M.S. in Management Information Systems from the Boston Universitypast member of The U.S. India Business Council.Management.Business. Mr. Waite retired from McKinsey & Company, the international management consulting firm, in February 2002 after 36 years of service. From 1996 to 2002, he was one of three members of the Firm’s Office of the Managing Director, and Chairman of the Firm’s Investment Committee and Compensation Committee. Mr. Waite is a Director Emeritus of McKinsey & Company and sits on the Board of Directors of the McKinsey Investment Office (MIO). Mr. Waite served on the Board of Directors of The Guardian Life Insurance Company of America from 2002- 2017."FOR"“FOR” EACH OF THE NOMINEES NAMED ABOVECompany'sCompany’s governance structure and is the appropriate leadership model for the Company at this time. The Board of Directors believes that "one-size"“one-size” does not fit all, and the decision of whether to combine or separate the positions of CEO and Chairman will vary from company to company, depend upon a company'scompany’s particular circumstances at a given point in time and may change from time to time. Accordingly, the Board of Directors carefully considers from time to time whether the CEO and Chairman positions should be combined based on what the Board believes is best for the Company and its stockholders.Board'sBoard’s processes for selecting and evaluating the Chief Executive Officer and Chairman;••••••••candidate'scandidate’s election.Board'sBoard’s directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of the Company'sCompany’s business and structure, the Board focused primarily on the information discussed in each of the Board members'members’ or nominees'nominees’ biographical information set forth on pages 19 to 21.19-20. In particular, with regards to Mr. Connors, the Board considered his extensive knowledge of the Company'sCompany’s business and his position as Chief Executive Officer of the Company with the responsibility for the day-to-day oversight of the Company'sCompany’s business operations. With regards to Messrs. Budnick, Hobbs, Pfau and Waite and Mses. Putur and Raina, the Board considered their significant experience, expertise and background with regard to business, accounting and financial matters. With regards to Mr. Budnick, the Board of Directors considered his extensive experience as Managing Director at Channel Rock Partners, a management consulting firm, and as Vice Chairman and Chief Financial Officer of MBIA Insurance Corporation, a major financial services Company. With regards to Mr. Hobbs, the Board of Directors considered his extensive experience as the Chairman and CEO of various information and media companies, including VNU, Inc. With regards to Mr. Pfau, the Board considered his experience as a long-term senior executive with KPMG. With regards to Ms. Putur, the Board of Directors considered her extensive experience in information technology obtained at global corporations in the high tech, retail and fashion sectors, including in her current role as Chief Information OfficerExecutive Vice President, Technology and Operations of Recreational Equipment, Inc. (REI). With regardsMcKinsey'sMcKinsey’s Office of the Managing Director. In addition, in connection with the nomination of Mr. ConnorsMessrs. Pfau and Waite and Ms. PuturRaina for election as directors at this Annual Meeting, the Board considered their valuable contributions to the Company'sCompany’s success during their years of Board service.sixseven directors. The Board of Directors has affirmatively determined that all of the directors, other than Mr. Connors, including those who serve on the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee are "independent"“independent” for purposes of The Nasdaq Stock Market LLC ("Nasdaq"(“Nasdaq”) listing standards and federal securities laws. In the course of the Board of Directors'Directors’ determination regarding the independence of each non-management director, it considered any transactions, relationships and arrangements as required by the applicable Nasdaq rules and the rules and regulations of the Securities and Exchange Commission (the "SEC"“SEC”).fivesix meetings during 2018.2020. Each of the standing committees of the Board of Directors held the number of meetings indicated in the table below. EachWith the exception one director missing one Board and one Audit Committee meeting, each of ourthe other directors serving during 20182020 attended 100% of the total number of meetings of the Board of Directors and all of the committees of the Board of Directors on which such director served during that period.elevenththirteenth annual stockholder meeting. ISG'sISG’s policy is to invite each director to attend the Company'sCompany’s annual meeting of stockholders but does not require attendance by all directors. ISG periodically monitors and reassesses this policy to ensure the Board remains open and available for stockholder communications. Audit Compensation AuditCompensationNominating and
Corporate Governance — — — Chairman Member Member Member Chairman MemberChristine Putur Member Bruce N. Pfau Member MemberKalpana Raina Member Member Christine Putur Member Member Member Member Member Member Donald C. Waite III Member Member Chairman 4 Meetings 34 Meetings 1 Meeting •••••••"independent“independent directors,"” as determined in accordance with Nasdaq'sNasdaq’s independence standards, who are able to read and understand fundamental financial statements. In addition, pursuant to the rules of Nasdaq, ISG must have at least one member of the Audit Committee who has past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background that results in the individual'sindividual’s financial sophistication. The Board of Directors has determined that each of the Audit Committee members satisfies Nasdaq'sNasdaq’s definition of financial sophistication and that Mr. Budnick, Mr. Pfau, Mr. Hobbs, Ms. Raina and Mr. Waite each qualify as an "audit“audit committee financial expert,"” as defined under the rules and regulations of the SEC.•••••Committee'sCommittee’s role in determining executive compensation, see "Executive Compensation"“Executive Compensation” beginning on page 22.Company'sCompany’s executive and Board of Directors compensation programs. For a discussion of the nature and scope of Pay Governance'sGovernance’s assignment, and the material elements of the instructions or directions given to Pay Governance with respect to the performance of their duties under the engagement, please see "Use“Use of Third Party Advisors"Advisors” beginning on page 22.20. Pay Governance maintains no other direct or indirect business relationships with the Company.••••nominee'snominee’s consent to be elected and to serve. ISG may require any nominee to furnish any other information, within reason, that may be needed to determine the eligibility of the nominee. The notice must be delivered to the Chief Financial Officer, who will forward the notice to the Nominating and Corporate Governance Committee for consideration. Ultimately, the Nominating and Corporate Governance Committee will nominate those individuals who it believes will, in conjunction with other members of the Board, best collectively serve the long-term interests of the Company'sCompany’s stockholders.Company'sCompany’s risk management policies and procedures. The Company is exposed to a number of risks including financial risks, operational risks and risks relating to regulatory and legal compliance. The Audit Committee discusses with management the Company'sCompany’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the guidelines and policies to govern the process by which risk assessment and risk management are undertaken. The Company'sCompany’s Chief Financial Officer is responsible for the Company'sCompany’s risk management function and regularly works closely with the Company'sCompany’s senior executives to identify risks material to the Company. The Chief Financial Officer reports regularly to the Chief Executive Officer and the Company'sCompany’s Audit Committee regarding the Company'sCompany’s risk management policies and procedures. In that regard, the Company'sCompany’s Chief Financial Officer meets with the Audit Committee at least four times a year to discuss the risks facing the Company, highlighting any new risks that may have arisen since they last met. The Audit Committee also reports to the Board on a regular basis to apprise the Board of their discussions with the Chief Financial Officer regarding the Company'sCompany’s risk management efforts.ISG'sISG’s code of ethics and business conduct, free of charge, by contacting our Chief Financial Officer."Policy"“Policy”) whereby all transactions required to be reported pursuant to Item 404 of Regulation S-K are reviewed and approved. The Policy calls for the Nominating and Corporate Governance Committee of our Board of Directors (the "Governance Committee"“Governance Committee”), or the Chair of the Governance Committee in exigent circumstances (who will possess delegated authority to act between Governance Committee meetings), to review each related party transaction (as defined below) and determine whether to approve that transaction. Any Governance Committee member who has any interest (actual or perceived) will not be involved in the consideration of the Governance Committee. In determining whether a related party transaction will be approved, the Governance Committee or Chair of the Governance Committee, as applicable in accordance with the Policy, will consider a multitude of factors including (a) the benefits to the Company; (b) the impact on a director'sdirector’s independence in the event the related party is a director, an immediate family member of a director or an entity in which a director is a partner, shareholder or executive officer; (c) the availability of other sources for comparable products or services; (d) the terms of the transaction; and (e) the terms available to unrelated third parties or to employees generally. Notwithstanding the Policy, all compensation-related matters involving related parties must be approved by the Compensation Committee of the Board of Directors or recommended by the Compensation Committee to the Board of Directors for its approval."related“related party transaction"transaction” is, subject to certain limited exceptions, any transaction arrangement or relationship in which we are a participant and the amount involved exceeds the lesser of $120,000, or one percent of the average of the Company's total assets at the end of the last two completed fiscal years, and the related party (defined below) had, has or will have a direct or indirect material interest. "Related party"interest in the transaction. “Related party” includes (a) any person who is or was (at any time during the last fiscal year) an executive officer, director or nominee for election as a director; (b) any person or group who is a beneficial owner of more than 5% of our voting securities; or (c) any immediate family member of a person described in clauses (a), (b) or (b)(c) of this sentence; or (d) anysentence. A related party may have an indirect material interest through an entity in which any of the foregoing personshe or she is employed or is a director,an executive officer or partner or is in a similar position, or in which such person, together with all other "relatedrelated parties," have has in the aggregate 5%10% or greater beneficial ownershipequity interest.20182020 and 2017,2019, we did not enter into any transactions with related parties that required review, approval or ratification pursuant to the Policy.
c/o Chief Financial Officer
Information Services Group, Inc.
2187 Atlantic Street
Stamford, Connecticut 06902
Fax: (203) 517-3199
RATIFICATION OF ENGAGEMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM12, 2019,9, 2021, the Audit Committee and the Board of Directors engaged PricewaterhouseCoopers LLP to continue in its capacity as independent registered public accounting firm for the fiscal year ending December 31, 2019.2021. Stockholders will be asked at the Annual Meeting to ratify the engagement of PricewaterhouseCoopers LLP as its independent registered public accounting firm for the fiscal year ending December 31, 2019.2019.2021. If the stockholders fail to ratify the appointment, the Audit Committee of the Board of Directors will consider it as a direction to select other auditors for the subsequent year. Even if the selection is ratified, the Board of Directors or the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Board of Directors or Audit Committee feels that such a change would be in the best interests of the Company and our stockholders.20182020 and 20172019 by PricewaterhouseCoopers LLP: Fiscal Years
2020
2019 $ 1,560,000 $ 1,800,000 287,000 3,000 219,000 246,000 All Other Fees — — Total Fees $ 2,066,000 $ 2,049,000 Fiscal Years December 31,
2018 December 31,
2017 $ 1,914,000 $ 2,177,000 540,202 — 71,000 52,185 — 151,950 $ 2,525,202 $ 2,381,135
(1)(1)Company'sCompany’s consolidated annual financial statements and review of the interim condensed consolidated financial statements included in quarterly reports and services that are normally provided by our independent registered public accountants in connection with statutory and regulatory filings or engagements.(2)fiscal 2018 in connection with tax compliance and consulting, within the U.S. and internationally.potential M&A transactions.(3)fiscal 2018 and 2017 in connection with tax compliance for international returns and permissible tax consulting.(4)Included fees related to the implementation of ASC 606 in 2017.Company'sCompany’s engagement of the independent auditor, provided the policies and procedures are detailed as to the particular service, the Audit Committee is informed of each service provided and such policies and procedures do not include delegation of the Audit Committee'sCommittee’s responsibilities under the Securities Exchange Act of 1934, as amended, to the Company'sCompany’s management. All of the fees described above under Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees were pre-approved by the Audit Committee pursuant to its pre-approval policies and procedures."votes cast"“votes cast” for voting purposes. Under the rules of the New York Stock Exchange, member brokers who hold shares in street name for their customers that are the beneficial owners of those shares have the authority to only vote on certain "routine"“routine” items in the event that they have not received instructions from beneficial owners. This Proposal No. 2 is considered a "routine"“routine” item, and accordingly, brokers and other nominees will have discretionary authority to vote on this Proposal No. 2, so that we expect that there will be no broker non votes on this Proposal."FOR"“FOR” THE ENGAGEMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'SCOMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 20192021"independent"“independent” in accordance with Nasdaq requirements and the applicable SEC rules and regulations. We have reviewed and discussed with management the Company'sCompany’s Annual Report on Form 10-K, which includes the Company'sCompany’s integrated audit of the consolidated financial statements for the year ended December 31, 20182020 and management'smanagement’s report on internal control over financial reporting using the criteria set forth in the framework in Internal Control—Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013).2018,2020, the Audit Committee fulfilled all of its responsibilities under its charter that was effective during 2018.2020. As part of the Company'sCompany’s governance practices, the Audit Committee reviews its charter on an annual basis and, when appropriate, recommends to the Board of Directors changes to its charter. The Board of Directors adopted changes to the Audit Committee charter in May 2013. The revised Audit Committee charter can be obtained through our website (www.isg-one.com). Auditing Standard No. 16, and reviewed the results of the independent registered public accounting firm'sfirm’s integrated audit of the consolidated financial statements.accountant'saccountant’s communications with the Audit Committee concerning independence, and have discussed with the registered public accounting firm their independence.Company'sCompany’s Board of Directors that the Company'sCompany’s Annual Report on Form 10-K for the year ended December 31, 20182020 be filed with the Securities and Exchange Commission.2018,2020, directors Neil G. Budnick, Gerald S. Hobbs, Bruce N. Pfau, Christine Putur, Kalpana Raina and Donald C. Waite III served as members of the Audit Committee.
OF THE BOARD OF DIRECTORS
Mr. Neil G. Budnick (Chairman)
Mr. Gerald S. Hobbs
Mr. Bruce N. Pfau
Ms. Christine Putur
Ms. Kalpana Raina
Mr. Donald C. Waite IIISUBMITTED BY THE AUDIT COMMITTEEOF THE BOARD OF DIRECTORSTHE AUDIT COMMITTEEMr. Neil G. Budnick (Chairman)Mr. Gerald S. HobbsMs. Christine PuturMs. Kalpana RainaMr. Donald C. Waite IIITable of Contents
PROPOSAL NO. 3
NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATIONsubjectasking stockholders to stockholder vote to approve, in a non-binding advisory vote, the compensation paid to our Named Executive Officers as disclosed in this Proxy Statement on pages 22-3120-29 pursuant to the rules of the SEC. The language of the resolution is as follows:COMPANY'SCOMPANY’S NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT PURSUANT TO THE RULES OF THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE COMPENSATION TABLES AND ANY RELATED NARRATIVE DISCUSSION, IS HEREBY APPROVED."say-on-pay"“say-on-pay” proposal. A large majority of our stockholders—averaging 93%stockholders — 90% of the votes cast—cast — approved our compensation program as described in our proxy statements over the past three years.Company'sCompany’s compensation policies and decisions regarding the Named Executive Officers presented in the section entitled "Executive Compensation"“Executive Compensation” beginning on page 22,20, as well as the discussion regarding the Compensation Committee beginning on page 10.•Company'sCompany’s Named Executive Officers include a mix of base salary, annual performance-based cash incentive awards and long-term equity incentive awards.•"pay-for-performance"“pay-for-performance” and is tightly aligned with the interests of the Company'sCompany’s stockholders.•20182020 was in line with theour financial results and particularly, the progress implementing our long-term growth strategy that was achieved by our management team during 2018. Abstentions and broker non-votes will have no effect on the outcome of this proposal because they are not considered "votes cast" for voting purposes."FOR"“FOR” APPROVAL OF THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS.MANAGEMENTName Age NameAgePosition Michael P. Connors 6365 Chairman of the Board and Chief Executive Officer Todd D. Lavieri 5759 Vice Chairman and President—President — ISG Americas and Asia Pacific David E. Berger 6264 Executive Vice President and Chief Financial Officer Thomas S. Kucinski 5557 Executive Vice President and Chief Human Resources Officer Neil G. Budnick 6567 Director Gerald S. Hobbs 7779 Director Bruce N. Pfau 67 Director Christine Putur 5759 Director Kalpana Raina 6365 Director Donald C. Waite III 7779 Director VNU'sVNU’s Media Measurement and Information (MMI) Group from its creation in 2001 until his resignation in 2005. VNU, now The Nielsen Company,Holdings plc, was a leading global information and media company. Mr. Connors was instrumental in creating the MMI Group, which comprised VNU'sVNU’s media information, entertainment, software and internet businesses, including Nielsen Media Research, Nielsen Entertainment and NetRatings. In addition to leading the MMI Group, Mr. Connors served as chairman of VNU World Directories from 2003 to 2004, which included VNU'sVNU’s Yellow Pages and directory businesses operating in seven countries. Mr. Connors also served as a member of the VNU Executive Board. Prior to joining VNU, Mr. Connors was Vice Chairman of ACNielsen Corporation, one of the world'sworld’s largest marketing information services companies, commencing November 1996. Prior to that, as Senior Vice President of The Dun & Bradstreet Corporation (D&B), Mr. Connors played a key role in the breakup of D&B into three separate, publicly traded companies, including ACNielsen. Mr. Connors currently serves as the lead director of Chubb, Ltd., where he is Chairman of the Compensation Committee, and a member of the Executive Committee and Nominating and Governance Committee. Until 2020, Mr. Connors previously served as a director of both Eastman Chemical Company and Chubb, Ltd.Company.ishas served as Vice Chairman and President—President — ISG Americas and Asia Pacific, since July 26, 2018, working closely with the executive leadership team on corporate strategy and governance matters. He also is responsible for ISG Americas—Americas — the firm'sfirm’s largest region, encompassing more than half of ISG's revenues—ISG’s revenues — and ISG Asia Pacific. He joined ISG in July 2014. Previously, ToddMr. Lavieri was with IBM, where he served as general manager of IBM Global Consulting and more recently as general manager, Global Business Services, IBM Canada. Before joining IBM in 2010, ToddMr. Lavieri was president and CEO of Archstone Consulting, a strategy and operations advisory firm he founded in 2003 and sold to The Hackett Group in 2009. Earlier, he was a partner at Deloitte Consulting and a member of its Global Management Committee during a distinguished 13-year career with the firm. An expert on business transformation and growth strategies, he has personally advised Global 1000 clients across such sectors as manufacturing, retail, life sciences, healthcare, energy and consumer products. ToddMr. Lavieri is a graduate of Trinity College, Hartford, Connecticut, and holds an MBA from Duke University'sUniversity’s Fuqua School of Business.MastersMaster of Business Administration from the University of Chicago.OfficeOfficer since June 5, 2017. Mr. Kucinski is responsible for the firm'sfirm’s overall human resources function, with a particular focus on strategic talent management, leadership development and organizational change initiatives. An accomplished global Human Resources leader with more than 30 years of experience in the professional services, finance and consumer products industries, Mr. Kucinski joined ISG in 2013 as its Global Leader—Leader — Total Rewards and HR Operations and was named to his current post in 2017.Operations. Prior to ISG, he held human resources leadership roles at Nasdaq OMX, Nielsen and American Express, with a particular emphasis on compensation and benefits strategy and design. Mr. Kucinski holds a Master'sMasters Degree in Human Resources Management from Rutgers University, and a Bachelor'sBachelor’s of Science Degree in Psychology from the University of Scranton.Poor'sPoor’s Corporation. He was a Board Member and Chair of the Audit Committee of RHR International, a management firm that specializes in executive development until December 2018. Following an appointment by the Governor of Connecticut in 2012, he served from 2012-2013 as Chairman of the Investment Advisory Council (IAC), the state body responsible for working with the State Treasurer in overseeing the investments of the Connecticut Retirement Plans and Trust Funds. Mr. Budnick holds a B.A. in Political Science from Boston College and an M.P.A. in Public Administration from the University of Colorado. a managing director and an operating partner at BV Investments, LLC. Previously, Mr. Hobbs was the Chairman and CEO of VNU, Inc., now The Nielsen Company,Holdings plc, and Vice-Chairman of the Executive Board of VNU N.V. until his retirement in April 2003. Mr. Hobbs has served as Chairman, and Director of the American Business Media, BPA International and the Advertising Council, Inc. He retired from The Nielsen Company and BNA, Inc. boards of directors. He was a member of the Audit Committee at both companies.Chief Information OfficerExecutive Vice President, Technology and Operations of Recreational Equipment, Inc. (REI), a specialty outdoor retailer. Ms. Putur was previously the Chief Information Officer of Coach, Inc., a leading New York design house of modern luxury accessories. Prior to Coach, Ms. Putur was a senior executive for Staples, Inc., a leading office supply retailer. She joined Staples in 1999 and held a variety of leadership positions, most recently as the Senior Vice President and Chief Information Officer. Prior to that, she worked at Digital Equipmentbank'sbank’s Executive Vice President, International. During her eighteen year career with the bank she had responsibility for clients in the Media, Telecommunications, Healthcare, Retailing, Hotels and Leisure and Financial services industries in Asia, Europe, and the United States. Ms. Raina is also a director of Yellow Pages Limited (TSX: YLO), where she serves on the Nominating and Corporate Governance Committee and Audit Committee. Until December 2017, Ms. Raina was also a director of John Wiley & Son (NYSE: JWa and JWb). She is a member of Women Corporate Directors and The National Association of Corporate Directors and a past member of The U.S. India Business Council.Firm'sFirm’s Office of the Managing Director, and Chairman of the Firm'sFirm’s Investment Committee and Compensation Committee. Mr. Waite is a Director Emeritus of McKinsey & Company and sits on the Board of Directors of the McKinsey Investment Office (MIO). Mr. Waite served on the Board of Directors of The Guardian Life Insurance Company of America from 2002-2017.ISG'sISG’s named executive officers for the fiscal year ending December 31, 2018:2020: Michael P. Connors, Chairman and Chief Executive Officer; Todd D. Lavieri, who was named Vice-Chairman effective July 26, 2018;and President of ISG Americas and Asia Pacific; and David E. Berger, Executive Vice President and Chief Financial Officer.pagespage 10 to 11 for further details regarding the duties and responsibilities of the Compensation Committee.SEC'sSEC’s and Nasdaq'sNasdaq’s rules and concluded that the work Pay Governance has performed does not raise any conflict of interest.Company's Company’sCommittee'sCommittee’s consideration.Committee'sCommittee’s responsibilities. The Compensation Committee may also ask Pay Governance to review and provide advice relating to proposals prepared by management, including evaluating the consistency of such proposals with the Compensation Committee'sCommittee’s compensation philosophy and in comparison to programs at other companies, to provide information and advice regarding compensation of our non-employee directors, and to review disclosures relating to executive and director compensation.Company'sCompany’s executive officers at various times during the year to provide the Compensation Committee with information with which the Compensation Committee performs its own assessment of the individual performance of each executive officer. The Compensation Committee may also request input from the Chief Executive Officer, other members of the Board and the other committees of the Board as part of the Compensation Committee'sCommittee’s evaluation of the executive officers and other key Company employees and their achievement of performance objectives. At the Compensation Committee'sCommittee’s request, the Chief Executive Officer will review and discuss the performance and compensation of the Company'sCompany’s other Named Executive Officers. Executive officers, including the Chief Executive Officer, are not present for the discussions or discretionary decisions regarding their own compensation. The Compensation Committee is assisted in the administration of its decisions by the Company'sCompany’s Chief Human Resources Officer. Notwithstanding this input, the Compensation Committee retains full discretion to approve the compensation of the Company'sCompany’s executive officers.Company'sCompany’s intent that its executive compensation programs achieve three fundamental objectives: (1) attract, motivate, retain and reward qualified executives; (2) hold executives accountable for performance; and (3) align executives'executives’ interests with the interests of our stockholders. In structuring the Company'sCompany’s executive compensation programs, we intend to be guided by the following basic philosophies:•Company'sCompany’s annual objectives and long-term business strategy. The Company'sCompany’s intent is to reward management for achieving a long-term strategic plan through sustained profitability and long-term growth. Such incentives should be appropriate to our Company'sCompany’s business mission and not encourage Named Executive Officers or other employees to expose the Company to undue risk that could have a material adverse effect on the Company.•officer'sofficer’s level of responsibility increases, a greater portion of the officer'sofficer’s total compensation should be dependent on the Company'sCompany’s performance and stockholder returns. In order to further its commitment to aligning executives with stockholder interests, the Company has adopted share ownership guidelines that are described in detail below.stockholders—averaging 93%stockholders — 90% of the votes cast—cast — approved our compensation program as described in our proxy statements over the past three years.statement in 2020. The Compensation Committee has reviewed the voting results and considered whether any adjustments were warranted based on these results. Our policy is to hold say-on-pay votes on an annual basis, which is consistent with the results of the 2017 non-binding, advisory say-on-frequency vote, in which approximately 97% of the votes cast voted for an annual say-on-pay vote. Our next non-binding, advisory say-on-frequency vote will be in 2023.("(“internal pay equity"equity”), individual job performance and future potential, as well as evaluations and recommendations by senior management in determining base salary. The weight given to each of these factors may differ from individual to individual, as the Compensation Committee deems appropriate. EffectiveBetween April 1 2018,and July 31, 2020, ISG asked a significant number of its employees to take a temporary salary reduction of between 10% and 20% of salary in response to financial uncertainties posed by the COVID-19 pandemic. During this time, Mr. Connors took a 25% salary was increased to $850,000 from $780,000, which is the first increase in Mr. Connors basereduction and Messrs. Berger and Lavieri each took a 20% salary since August 1, 2014. Mr. Lavieri's annual salary was $650,000 effective April 1, 2018.reduction. Actual salaries earned by and paid to the Named Executive Officers in 20182020 are reflected in the Salary column of the Summary Compensation Table on page 30.provisionprovision. As in prior years, the Compensation Committee based its award of 20182020 bonuses for each Named Executive Office on the Committee'sits assessment of ISG'sISG’s performance and the executive'sexecutive’s individual performance. In determining annual incentive payments for the Named Executive Officers for fiscal 2018,2020, the Compensation Committee took into account ISG'sISG’s results relative to expectations and prior year performance and its assessment of each Named Executive Officer'sOfficer’s contribution in achieving those results. The Compensation Committee believes that this structure, which allows the Committee to make subjective assessments of performance and payouts, is appropriate based on the rapid development of ISG as a comparatively young company operating in a dynamic international business environment and growing both organically and through acquisitions.Company's 2018Company’s 2020 performance and individual performance, the Compensation Committee approved annual incentive award payouts, payable in restricted stock units,cash, as follows: (i) for Mr. Connors, paid as a grant of 350,625 restricted stock units$1,400,000 on March 15, 2019 with a value on the grant date equal to $1,262,250;2021; (ii) for Mr. Berger, to be paid as a grant of 87,500 restricted stock units$265,000 on March 15, 2019 with a value on the grant date equal to $315,000;31, 2021; and (iii) for Mr. Lavieri, paid as a grant of 84,375 restricted stock units$250,000 on December 31, 2020 and $250,000 on March 15, 2019 with a value on the grant date equal to $303,750.Company's Amended and Restated 2007 Equity and Incentive Award Plan (the "Plan") to executive officers, including the Named Executive Officers, and other key employees. The purpose of the Plan is to provide equity as a component of executive compensation to assure competitiveness of total compensation, to motivate executive officers and key employees to focus on long-term Company performance, to align executive compensation with stockholder interests and to retain the services of the executives during the vesting period because, in most instances, the awards will be forfeited if the recipient voluntarily leaves the employ of the Company before the award vests.executives'executives’ long-term compensation should be directly linked to the Company'sCompany’s strategic progress and creation of stockholder value. At its discretion, the Compensation Committee periodically has made awards intended to create a meaningful stock incentive in light of the executive'sexecutive’s current position with the Company, personal performance, potentialAugustSeptember 1, 2018,2020 the Company granted 73,710390,244 restricted stock units to Mr. Connors, 102,439 restricted stock units to Mr. Berger and 184,275173,780 restricted stock units to Mr. Connors. TheLavieri. These restricted stock units granted to Mr. Berger and Mr. Connors, will vest in equal annual installments on each of the first four anniversaries of the grant date. Additionally, on AugustSeptember 1, 2018,2020, the Company granted 61,425performance-based restricted stock units to these executives, at target levels as follows: Mr. Connors, which243,902; Mr. Berger, 34,146; and Mr. Lavieri, 57,927. The payout level of Mr. Connors award will be 200% of the target number of restricted stock units upon achievement of the maximum performance goal. This award will be earned at the target level (61,425 shares) if ISG'sISG’s stock price, measured over a ten-trading-day period ending on the secondthird anniversary of the grant date, is $6.00,$5.25, and will be earned at the maximum level (200% of the target level) if the measured market price equals or exceeds $8.00 at the end of the performance period, with straight-line interpolation between targetbeginning at $6.00 and 200% of target if the measured market price is between $6.00 and $8.00. The payout level for Messrs. Berger and Lavieri will be 100% of the target number if ISG’s average closing share price over any ten consecutive trading days prior to and including the fourth anniversary of the grant date is $5.25 or above. Any earned restricted stock units will then have an additional one-year vesting period prior to settlementbe fully vested and settled in shares of ISG common stock. On June 1, 2018, the Company granted 102,302Any unearned restricted stock units to Mr. Lavieri which will vest in equal annual installments on each of the first four anniversaries of the grant date.be forfeited. The Compensation Committee granted the restricted stock units in order to enhance retention of the Named Executive Officers and provide a long-term incentive for advancing the Company'sCompany’s business strategy and creating stockholder value."Savings Plan"“Savings Plan”). The Savings Plan provides retirement benefits for participating employees. Participating employees can contribute a portion of their eligible salary on a pre-tax basis up to a maximum amount set by the Internal Revenue Code. For 2018,2020, the maximum pre-tax contribution by an employee into the Savings Plan was $18,500,$19,500, except for specified catch-up contributions permitted by participants who are age 50 or older. TheIn 2020, the Company providesprovided a dollar-for-dollar discretionary match of 50% of the first 7% that$2,500 of employee contributions for those making contributions during the employee contributes to the plan (slightly reduced in the case of an employee with less than two years of ISG service at the end of the year), subject to a cap of $9,625 in 2018. The Company's contributions to Named Executive Officers under the Savings Plan can be found in the All Other Compensation column of the Summary Compensation Tableyear and who remained employed on page 30. For 2018, the only significant perquisite was reimbursement to the CEO of expenses for spousal travel in connection with our annual corporate recognition event, including a tax gross-up relating to such reimbursement, as reflected in the All Other Compensation column of the Summary Compensation Table on page 30 and the corresponding footnotes.officer'sofficer’s position with the Company, its ability to attract and retain talent as a result of executive management changes and the amount of time it potentially would take the executive to locate another position. The Compensation Committee believes that offering severance commitments is necessary and appropriate in order to attract executives and retain them to provide long-term service to the Company.and further amended on December 13, 2016 to extend the term until December 31, 2021.2021 and further amended on December 30, 2020 to extend the term until December 31, 2025. Mr. Connors has been Chairman and Chief Executive Officer of the Company since the Company'sCompany’s inception. Mr. Connors'Connors’ Change in Control Agreement"Employment“Employment Agreements and Employment Letters."” The Connors Employment Agreement also provides for severance and other compensation upon termination of Mr. Connors'Connors’ employment in specified circumstances. Subject to Mr. Connors executing a release of claims agreement in favor of the Company, in the event Mr. Connors is terminated by the Company without "Cause"“Cause” or resigns for "Good Reason"“Good Reason” (each as defined in the Connors Employment Agreement), the Company will provide him with two times his then applicable base salary plus two times his annual target bonus, payable over the 24-month period following his termination (but the Company may, in its sole discretion, pay this amount in a single lump sum, to the extent permitted under Section 409A of the Internal Revenue Code). In addition, the Company will also provide Mr. Connors with a pro-rated annual bonus for the year in which he is terminated based on the Company'sCompany’s actual performance for such year. The pro-rated bonus will be payable at the time Mr. Connors'Connors’ annual bonus would have otherwise been paid if his employment had not been terminated. If Mr. Connors is terminated without Cause or resigns for Good Reason at any time during the 24-month period following a Change in Control or within 60 days prior to a Change in Control, provided such termination is at the request of an acquirer or otherwise in anticipation of a Change in Control, Mr. Connors'Connors’ severance payments will be governed by his Change in Control Agreement described below. Pursuant to the Connors Employment Agreement, if at December 31, 2018,2020, ISG had terminated Mr. Connors'Connors’ employment without Cause or he had terminated his employment for Good Reason, ISG would have been obligated to pay him a severance amount equal to $4,250,000, in addition to payment of his annual incentive for the year, the amount of which was paid in the form of a grant of RSUscash and included in the amount in the Stock AwardsNon-Equity Incentive Plan Compensation column in the Summary Compensation Table."Berger“Berger Severance Agreement"Agreement”) that provides that, in the event of certain terminations of his employment, subject to Mr. Berger executing a release of claims agreement in favor of the Company, he will receive a lump sum severance paymentequal payments over one year in an amount equal to his then applicable base salary plus his target bonus for the applicable year. These severance obligations will be triggered if Mr. Berger is terminated by ISG without "Cause"“Cause” or if Mr. Berger resigns for "Good Reason" (each“Good Reason” (each as defined in the Berger Severance Agreement). If Mr. Berger is terminated without Cause or resigns for Good Reason at any time during the 24-month period following a Change in Control or within 60 days prior to a Change in Control, provided such termination is at the request of an acquirer or otherwise in anticipation of a Change in Control, Mr. Berger'sBerger’s severance payments will be governed by his Change in Control Agreement described below. Pursuant to the Berger Severance Agreement, if at December 31, 2018,2020, ISG had terminated Mr. Berger'sBerger’s employment without Cause or he had terminated his employment for Good Reason, ISG would have been obligated to pay him a severance amount equal to $925,000.ISG'sISG’s compensation objectives to attract, motivate and retain highly talented executive officers in a competitive environment."Change“Change in Control Agreements"Agreements”). In connection with the hiring of Mr. Lavieri, the Company entered into a Change in Control Agreement with him in 2014. The Change in Control Agreements are intended to align executive and stockholder interests by enabling each Named Executive Officer to consider corporate transactions that are in the best interests of the Company, its stockholders and other constituents without undue concern over whether the transactions may jeopardize the Named Executive Officer'sOfficer’s own employment."Cause"“Cause” or by"Good Reason" (each“Good Reason” (each as defined in the applicable Change in Control Agreement) during the two-year period following a Change in Control (as defined in the applicable Change in Control Agreement), plus protection for pre-change in control terminations that occur in the 60 days prior to a Change in Control at the request of an acquirer or otherwise in anticipation of a Change in Control. The severance payment for each Named Executive Officer is equal to the sum of: (i) a lump-sum cash payment equal to a multiple of two (for Mr. Connors) or one (for Messrs. Berger and Lavieri) times the sum of the Named Executive Officer'sOfficer’s then current base salary plus the greater of the annual target bonus for the year in which notice of termination is given or the year in which the Change in Control occurs; (ii) a lump-sum cash payment of (a) any accrued but unpaid base salary, (b) any unpaid bonus for the year prior to the year of termination that would have been paid if the executive had remained employed through the determination date of such bonus, (c) a pro rata portion of the target bonus for the year of termination, and (d) any accrued vacation pay; and (iii) a cash payment equal to the cost, on an after-tax basis, of continuation coverage for medical, dental and vision plans during the applicable COBRA continuation coverage period, less the portion of such cost the Named Executive Officer would have been required to contribute had he remained employed with the Company. Based in part upon information provided by its compensation consultant, the Compensation Committee believes that the benefits and terms under the Change in Control Agreements are appropriate.2018,2020, a Change in Control occurred and ISG had terminated the employment of a Named Executive Officer without Cause or the Named Executive Officer terminated employment for Good Reason (a "CiC Termination"“CiC Termination”), ISG would have been obligated to pay Messrs. Connors, Berger and Lavieri amounts equal to $4,250,000, $925,000 and $1,025,000, respectively (these payments would have been in lieu of severance amounts payable as described above for certain terminations not relating to a Change in Control). Such agreements provide also for a payment of the target annual incentive for the applicable fiscal year. The amounts payable under the Change in Control Agreements would be subject to reduction if aggregate payments to the executive in connection with the Change in Control would trigger a golden parachute excise tax on the executive and the effect of a reduction would be to provide a greater after-tax benefit to the executive. No gross-up for golden parachute excise taxes is payable by ISG.compensation committee)Compensation Committee) which, in the case of options and stock appreciation rights, may equal the excess, if any, of value of the consideration to be paid in the changeChange in controlControl transaction to holders of the same number of shares subject to such options or stock appreciation rights (or, if no consideration is paid in any such transaction, the fair market value of the shares subject to such options or stock appreciation rights) over the aggregate exercise price of such options or stock appreciation rights, (C) provide for the issuance of substitute awards that will substantially preserve the otherwise applicable terms of any affected awards previously granted hereunder as determined by the compensation committeeCompensation Committee in its sole discretion or (D) provide that for a period of at least ten business days prior to the changeChange in control,Control, such options or stock appreciation rights will be exercisable as to all shares subject thereto and that, upon the occurrence of the Change in Control, such options or stock appreciation rights will terminate and be of no further force and effect.with the Company, aswhich was amended subsequently on December 10, 2013 to extend the term until December 31, 2017, and further amended on December 13, 2016 to extend the term until December 31, 2021.2021 and further amended on December 30, 2020 to extend the term until December 31, 2025. The Connors Employment Agreement provides for a base salary of $700,000 per year (which the Compensation Committee raised to $850,000 effective April 1, 2018) and a target bonus opportunity betweenof 150% and 200% of base salary and provides that Mr. Connors is eligible to receive equity grants from the Company. Certain additional compensation was granted in 2017 as consideration for the extension of the Employment Agreement, described in greater detail in our 2018 Proxy Statement. In connection with a grant of restricted stock units in January 2011, Mr. Connors executed the Company'sCompany’s form of restrictive covenant agreement (the "Restrictive“Restrictive Covenant Agreement"Agreement”) requiring him not to disclose confidential information of the Company at any time, and for the period during which he is employed by the Company and the 24-month period thereafter, not to compete with us, not to interfere with our business, and not to solicit nor hire our employees or customers. The Compensation Committee believes that entering into the Connors Employment Agreement and the related commitments was advisable and appropriate in order for ISG to induce Mr. Connors to remain Chief Executive Officer and to encourage his long-term service to the Company."Berger“Berger Employment Letter"Letter”), Mr. Berger is entitled to receive an annual base salary of $550,000 (which the Compensation Committee raised to $575,000 effective April 1, 2017) and is eligible to receive equity grants and discretionary bonuses from the Company. In connection with a grant of restricted stock units in January 2011, Mr. Berger entered into the Restrictive Covenant Agreement with the Company. The Compensation Committee believes that entering into the Berger Employment Letter, the base salary increase and the related commitments was advisable and appropriate in order for ISG to induce Mr. Berger to become an executive officer and to encourage his long-term service to the Company."Lavieri“Lavieri Employment Letter"Letter”), Mr. Lavieri was appointed to Partner & President, ISG Americas. Mr. Lavieri commenced his employment with the Company on July 21, 2014 and has a base salary of $650,000, a target bonus opportunity of $375,000 and is eligible to receive equity grants from the Company. In connection with a grant of restricted stock units in August 2014, Mr. Lavieri entered into the Restrictive Covenant Agreement with the Company. Mr. Lavieri was subsequently appointed to Vice Chairman on July 26, 2018.directorsDirectors and executive officers to better align their own financial interests with the interests of the Company'sCompany’s stockholders. Non-employee directorsDirectors are expected to hold an amount of stock with a value equal to five times their annual cash retainer. The Chairman and Chief Executive Officer is expected to hold an amount of stock with a value equal to six times his annual base salary. The other Named Executive Officers are expected to hold an amount of stock with a value equal to three times their annual base salary, and other key employees of the Company are expected to hold an amount of stock with a value equal to one to two times their annual base salary. Directors and executive officers are required to achieve the applicable stock ownership threshold within five years of becoming subject to the guidelines. All shares and share equivalents, including unvested restricted stock, unvested restricted stock units and shares held, are considered in determining compliance with this requirement. Stock options are not considered, but shares acquired upon stock option exercises count towards the satisfaction of stock ownership guidelines. The Compensation Committee reviews compliance with the guidelines on an annual basis, and has the discretion to suspend, reevaluate and revise the guidelines from time to time. All Directors and Named Executive Officers were in compliance with the stock ownership guidelines as of March 4, 2019."TCJA"“TCJA”), beginning insince 2018 ISG generally ishas been unable to claim tax deductions for compensation paid to our Named Executive Officers in excess of $1 million per year, subject to exceptions that are much more limited than those available in 2017 and earlier years. Beginning in 2018, the principal permitted exceptions from the tax deductibility limitations are (i) compensation under certain tax-qualified plans (such as our tax-qualified defined contribution profit-sharing plan for U.S.-based employees) and (ii) compensation resulting from a legally binding obligation existing at November 2, 2017 and not materially modified thereafter, if such compensation would have been fully deductible under Section 162(m) as in effect before enactment of the TCJA.pursuant to certain pre-2018 grandfathered awards. The TCJA expanded the group of employees whose compensation is subject to Section 162(m) tax deductibility limits to include our principleprincipal financial officer and, in some cases, persons who are not Named Executive Officers, and now applies the tax deduction limits to post-termination compensation (subject to the limited exceptions)."Summary“Summary Compensation Table"Table” below quantifies the value of the different forms of compensation earned by, or awarded to, our Named Executive Officers in 20182020 and 2017.2019. The primary elements of each Named Executive Officer'sOfficer’s total compensation reported in the table are base salary, annual incentive awards and stock awards, as further described in the footnotes to the table.Name and Principal Position Year
($)
($)
Awards
($)(1)
Incentive Plan
Compensation
($)(2)
Compensation
($)(3)
($) Michael P. Connors 2020 $ 779,167 — $ 1,070,732 $ 1,400,000 $ 2,500 $ 3,252,399 Chairman and Chief 2019 850,000 — 1,912,178 — 11,983 2,774,161 Executive Officer David E. Berger 2020 536,667 — 246,536 265,000 2,500 1,050,703 Executive Vice President and 2019 575,000 — 501,607 — — 1,076,607 Chief Financial Officer Todd D. Lavieri 2020 606,661 — 418,231 500,000 2,500 1,527,392 Vice Chairman and President, 2019 650,000 — 636,881 — — 1,286,881 ISG Americas and Asia Pacific Year Salary
($)(1) Bonus
($) Stock
Awards
($)(2) Non-Equity
Incentive Plan
Compensation
($)(3) All Other
Compensation
($)(4)(5) Total
($) 2018 $ 832,500 — $ 2,146,771 $ — $ 23,944 $ 3,003,215 2017 780,000 300,000 2,375,001 375,000 22,004 3,852,005
2018
575,000
—-
615,000
—
9,625
1,199,625 2017 568,750 —- 549,999 100,000 9,450 1,228,199
2018
637,500
—
703,751
—
9,625
1,350,876
(Effective July 26, 2018)
(1)(1)Mr. Connors salary reflects an increase to $850,000 from $780,000 effective as of April 1, 2018.(2)Compensation—Compensation — Stock Compensation ("(“ASC Topic 718"718”) (without reduction for estimated forfeitures related to service-based vesting conditions). The fair value of the equity awardtime-vesting restricted stock units is calculated based upon the closing price per share on the Nasdaq Global Market on the grant date. Further information regarding our equity compensation awards and their valuations can be found in Note 14 "Stock16, “Stock Based Compensation Plans"Plans,” to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018. 2020.20182020 includes the value ofperformance-based restricted stock units granted on March 15, 2019 for the 2018 annual incentive award (and not included in the Non-Equity Incentive Plan Compensation column) as follows:to Mr. Connors, $1,262,250; Mr. Berger, $315,000; and Mr. Lavieri, $303,750.Connors. The fair value of the award of performance-based restricted stock units granted to Mr. Connors ($2.191.11 per target unit), which are earned if certain market price targets are achieved over twothree years, is calculated based upon a Monte Carlo simulation. For this purpose, inputs into the model were the closing stock price on the grant date ($4.07)2.05), an expected volatility over the performance period of 33.39%56.35% (based on daily volatility over the two-yearthree-year period prior to the grant date), a risk-free rate of return of 2.65%0.14% (based on semi-annual zero-coupon U.S. Treasury rates as of the grant date converted to continuously compounded rates) and an assumed dividend yield of 0%. The fair value of the award of performance-vested restricted stock units granted to Messrs. Berger and Lavieri ($1.07 per target unit), which are earned if certain market price targets are achieved over four years, is calculated based upon a Monte Carlo simulation. For this purpose, inputs into the model were the closing stock price on the grant date ($2.05) an expected volatility over the performance period of 52.49% (based on daily volatility over the four-year period prior to the grant date), a risk-free rate of return of 0.20% (based on semi-annual zero-coupon U.S. Treasury rates as of the grant date converted to continuously compounded rates) and an assumed dividend yield of 0%. Any unearned restricted stock units will be forfeited.(3)areinclude cash annual incentive awards earned by the Named Executive Officers under the Plan. There were no cash payouts for 2018 performance; the annual incentive awards for 2018 were settled fully in grantsrestricted stock units. The grant-date fair values of those equity awards are included in the Stock Awards column as described in note (2) above.(4)Pursuant$2,500 pursuant to ISG'sISG’s qualified defined contribution profit-sharing plan for U.S.-based employees, Messrs. Connors, Berger and Lavieri each received an annual contribution of $9,625 for 2018.(5)For 2018, All Other Compensation for Mr. Connors includes an amount for spousal travel in connection with our annual corporate recognition event of $9,800 and a related tax "gross-up" of $4,519.20182020 FISCAL YEAR-END20182020 for the Named Executive Officers. Outstanding Equity Awards at 2020 Fiscal Year-End Stock Awards (Time-Vested)
Time-Vested) Name
Grant
Shares or Units
of Stock That
Have Not
Vested(1)
Shares or Units of
Stock
That Have Not
Vested ($)(2)
Shares or Units of
Stock That Have Not
Vested (#)(3)
Values of Unearned
Shares or Units or
Other Rights That
Have Not Vested
($)(2)(3) Mr. Connors 6/1/2017 48,201 158,099 8/1/2018 92,138 302,213 8/1/2019 221,403 726,202 147,601 484,131 3/13/2020 529,101 1,735,451 9/1/2020 390,244 1,280,000 243,902 799,999 Mr. Berger 6/1/2017 16,067 52,700 8/1/2018 36,856 120,888 8/1/2019 58,119 190,630 25,830 84,722 3/13/2020 140,212 459,895 9/1/2020 102,439 336,000 34,146 111,999 Mr. Lavieri 6/1/2017 19,281 63,242 6/1/2018 51,152 167,779 8/1/2019 77,837 255,305 34,594 113,468 3/13/2020 169,312 555,343 9/1/2020 173,780 569,998 57,927 190,001 Outstanding Equity Awards at 2018 Fiscal Year-End Stock Awards Equity Incentive Plan Awards Date of
Grant Number of Shares
or Units of Stock
That Have Not
Vested(1) Market Value
of Shares or
Units of
Stock That
Have Not
Vested ($)(2) Number of
unearned Shares
or Units of
Stock that have
not vested
(#)(3) Market or
Payout Value of
unearned Shares
Units or Other
rights that have
not vested
($)(2)(3) 6/1/2015 48,828 $ 207,031 6/1/2016 97,911 $ 415,143 6/1/2017 144,602 $ 613,112 6/1/2017 85,690 $ 363,326 3/15/2018 264,706 $ 1,122,353 8/1/2018 184,275 $ 781,326 61,425 $ 260,442
6/1/2015
18,229
$
77,291 6/1/2016 36,553 $ 154,985 6/1/2017 48,201 $ 204,372 3/15/2018 70,588 $ 299,293 8/1/2018 73,710 $ 312,530
6/1/2015
17,904
$
75,913 6/1/2016 43,082 $ 182,668 6/1/2017 57,841 $ 245,246 4/2/2018 81,130 $ 343,991 6/1/2018 102,302 $ 433,760
(1)(1)on June 1, 2015,2017, the balance vests on June 1, 2019;2021; (b) of the restricted stock units granted JuneAugust 1, 2016,2018, the balance vests one-half each on June 1, 2019 and June 1, 2020; (c) of the restricted stock units granted June 1, 2017, the balance vests one-third each on June 1, 2019, June 1, 2020 and June 1, 2021; (d) of the restricted stock units granted March 15, 2018, the balance vested on March 15, 2019; (e) of the restricted stock units granted April 2, 2018, the balances vests on April 2, 2019; (f) of the restricted stock units granted June 1, 2018, one-fourth vests on each of June 1, 2019, June 1, 2020, JuneAugust 1, 2021 and JuneAugust 1, 2022; and (g)(c) of the restricted stock units granted on August 1, 2018,2019, the balance vests one-third each on August 1, 2021, August 1, 2022, and August 1, 2023; (d) of the restricted stock units granted March 13, 2020, the balance vested on March 13, 2021; and (e) of the restricted stock units granted September 1, 2020, one-fourth vests on each of August 1, 2019, August 1, 2020, AugustSeptember 1, 2021, September 1, 2022, September 1, 2023 and AugustSeptember 1, 2022.2024.(2)Company'sCompany’s common stock on December 31, 20182020 of $4.24$3.28 per share, multiplied by the number of shares or units.(3)The Market value of performance-based restricted stock units is based on a payout of the target number of such awards (maximum level payout would be 200% of target).stock-price-performanceshare-price-performance goal is achieved on August 1, 2020,2022, with an additional 61,425147,601 restricted stock units earned if a higher stock-price-performance goal is achieved at that date. To the extent earned, theThe performance-based restricted stock units granted on September 1, 2020 to Mr. Connors (shown at target in the table) will vestbe earned if a share-price-performance goal is achieved on September 1, 2023 with an additional 243,903 restricted stock units earned if a higher stock-price-performance goal is achieved at that date. The performance-based restricted stock units granted on August 1, 2021.2019 to Messrs. Berger and Lavieri will be earned if a share-price-performance goal is achieved on or before August 1, 2023. The performance-based restricted stock units granted on September 1, 2020 to Messrs. Berger and Lavieri will be earned if a share-price performance goal is achieved on or before September 1, 2024.ISG'sISG’s non-employee directors is determined by the Board of Directors. The objectives of the compensation program are to attract and retain highly qualified directors, and to compensate them in a manner that aligns their interests with those of our stockholders. The following table presents information regarding compensation for our non-employee directors during 2018.2020. Our non-employee directors received no other compensation for their services. Our non-employee director compensation program for 20182020 consisted of an annual cash retainer of $55,000 and a grant of restricted stock units ("RSUs"(“RSUs”), for service on the Board of Directors. At the beginning of 2020, our program contemplated a cash retainer of $70,000 each for our Lead Director, Mr. Hobbs, and Chairman of our Audit Committee, Mr. Budnick, with the other non-employee directors each receiving a cash retainer of $55,000. However, as a result of the COVID-19 pandemic, during 2020 we asked for, and our non-employee directors agreed to, a temporary reduction in their cash retainers. The chart below indicates the amounts actually received. The RSU awards had a fixed dollar value of $110,000 based on the fair market value of ISG common stock on the grant date, for service on the Board of Directors for the fiscal year ending on December 31, 2018.date. On December 11, 2018, 26,5068, 2020, 34,921 RSUs were granted to each non-employee director. TheAll RSUs vest over a three-year period subject to accelerated vesting in the event of a change in control or the death or disability of the non-employee director.Name
Paid in Cash
($)
($)(1)
Compensation
($)
($) Neil G. Budnick $ 55,000 $ 110,000 $ — $ 165,000 Gerald S. Hobbs 55,000 110,000 — 165,000 Bruce N. Pfau 41,250 110,000 — 151,250 Christine Putur 41,250 110,000 — 151,250 Kalpana Raina 41,250 110,000 — 151,250 Donald C. Waite III 41,250 110,000 — 151,250 Fees Earned or
Paid in Cash
($) Stock Awards
($)(1) All Other
Compensation
($) Total
($) $ 55,000 $ 110,000 $ — $ 165,000 55,000 110,000 — 165,000 55,000 110,000 — 165,000 55,000 110,000 — 165,000 55,000 110,000 — 165,000
(1)(1)Compensation—Compensation — Stock Compensation (ASC Topic 718) (excluding estimates of forfeitures related to service-based vesting conditions). The fair value of the equity award is calculated based upon the closing price per share ($3.15) on the Nasdaq Global Market on December 11, 2018,8, 2020, the date of grant.2018,2020, our non-employee directors had outstanding the following unvested restricted stock units:Name NameUnvested Restricted
Stock Units (#) 53,270 76,495 53,270 76,495 Christine Putur 53,270 79,299 Kalpana Raina 53,270 76,495 76,495 Donald C. Waite III 53,270 76,495 Messrs. Budnick, Hobbs and Waite, Ms. Putur and Ms. Raina were each awarded 28,646 restricted stock units on December 13, 2016, which vested/will vest in three equal installments on each of the first, second and third anniversaries of December 13, 2016. Messrs. Budnick, Hobbs and Waite, Ms. Putur and Ms. Raina were each awarded 25,822 restricted stock units on December 12, 2017 which vested/will vest in three equal installments on each of the first, second and third anniversaries of December 12, 2017. As discussed above, Messrs. Budnick, Hobbs and Waite, Ms. Putur and Ms. Raina were each awarded 26,506 restricted stock units on December 11, 2018 which vested/will vest in three equal installments on each of the first, second and third anniversaries of December 11, 2018.4, 20193, 2021 by:•ISG'sISG’s Named Executive Officers and directors; and•ISG'sISG’s executive officers and directors as a group.4, 2019, 45,799,6053, 2021, 48,400,641 shares of our common stock were issued and outstanding. The number of shares reported as beneficially owned is as of March 4, 2019,3, 2021, unless otherwise indicated. Percentages are calculated based on the number of shares outstanding at March 4, 2019.3, 2021.
and Nature
of Beneficial
Ownership
(#)
Percentage
of Outstanding
Common
Stock (%) Stockholders Beneficially Owning More Than 5%. �� 6,495,687 13.4% 5,687,495 11.8% 2,424,249 5.0% 2,408,291 5.0% Directors and Named Executive Officers 5,010,014 10.4% 724,433 1.5% 620,761 1.3% Neil G. Budnick 294,674 * Gerald S. Hobbs 402,497 * Bruce N. Pfau 44,935 * Christine Putur 185,126 * Kalpana Raina 307,730 * Donald C. Waite III 402,497 * All directors and executive officers as a group (10 individuals)(9) 8,161,894 16.9% Amount
and Nature
of Beneficial
Ownership
(#) Approximate
Percentage
of Outstanding
Common
Stock
(%) 5,687,495 12.4 % 3,863,976 8.4 % 2,408,291 5.3 % 4,075,648 8.9 % 506,758 1.1 % 120,082 * 319,286 * 247,250 * 341,694 * 133,917 * 271,250 * 341,694 * 6,357,579 13.9 %
**(1)(2)("Chevrillon"(“Chevrillon”) filed a Schedule 13G Amendment on December 6, 2016, reporting beneficial ownership, as of December 1, 2016, of the number of shares reflected in the table. The business address of Chevrillon is 4/4∕6 Rond Point des Champs Elysées, Paris, France 75008.(3)Private Capital Management,("PCM"(“Renaissance”) filed a Schedule 13G on February 8, 2019,10, 2021, reporting beneficial ownership, as of December 31, 2018,28, 2020, of the number of shares reflected in the table. PCM reported having sole voting power and sole dispositive power over 404,900 shares and sharedvoting power and shared dispositive power over 3,459,076 shares. The business address of PCMRenaissance is 8889 Pelican Bay Blvd., Naples, FL 34108.(4)("LLREP"(“LLREP”) and LLR Equity Partners Parallel III, L.P. (together, "LLR"“LLR”) filed a Schedule 13G on December 20, 2016, reporting beneficial ownership, as of December 1, 2016, of the number of shares reflected in the table, of which LLREP was the beneficial owner of 2,306,418 shares. The business address of LLR is 2929 Arch Street, Cira Centre, Philadelphia, PA 19104.(5)264,706529,101 restricted stock units that are scheduled to be settled within 60 days of March 4, 2019 and exclude shares issuable in settlement of 561,306 restricted stock units that do not vest within 60 days after March 4, 2019 and exclude shares issuable in settlement of performance-based restricted stock units (61,425 earnable for achievement of a specified performance and an additional 61,425 earnable for a higher level performance) that do not vest within 60 days after March 4, 2019, as well as shares issuable in settlement of restricted stock units granted on March 15, 2019 with a value on the grant date equal to $1,262,250.3, 2021.(6)Each of these individuals is a director.(7)70,588140,212 restricted stock units that are scheduled to be settled within 60 days of March 4, 2019 and exclude shares issuable in settlement of 176,693 restricted stock units that do not vest within 60 days after March 4, 2019, as well as shares issuable in settlement of restricted stock units granted on March 15, 2019 with a value on the grant date equal to $315,000.3, 2021.(8)KucinskiLavieri serves as Executive Vice Chairman and President — ISG Americas and Chief Human Resources Officer.Asia Pacific. Shares beneficially owned include shares issuable in settlement of 13,235169,312 restricted stock units that are scheduled to be settled within 60 days of March 4, 2019 and exclude shares issuable in settlement of 45,851 restricted stock units that do not vest within 60 days after March 4, 2019, as well as shares issuable in settlement of restricted stock units to be granted on April 1, 2019 with a value on the grant date equal to $67,500.3, 2021.(9)Mr. Lavieri serves as Vice Chairman and President—ISG Americas and Asia Pacific. 81,130863,316 restricted stock units that are scheduled to be settled within 60 days of March 4, 2019 and exclude shares issuable in settlement of 221,129 restricted stock units that do not vest within 60 days after March 4, 2019 as well as shares issuable in settlement of restricted stock units to be granted on March 15, 2019 with a value on the grant date equal to $303,750.(10)For each of Messrs. Budnick, Hobbs and Waite and Mmes. Putur and Raina, shares beneficially owned exclude shares issuable in settlement of 53,270 restricted stock units that do not vest within 60 days after March 4, 2019.(11)Shares beneficially owned include shares issuable in settlement of 429,659 restricted stock units that are scheduled to be settled within 60 days of March 4, 2019 and exclude shares issuable in settlement of 1,127,829 restricted stock units that do not vest within 60 days after March 4, 2019, shares issuable in settlement of performance-based restricted stock units, as well as shares issuable in settlement of restricted stock units granted on March 15, 2019 with a value on the grant date equal to $1,948,500.
Table of ContentsSECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Pursuant to Section 16(a) of the Securities Exchange Act of 1934, ISG's directors and executive officers, and any persons holding 10% or more of its common stock, are required to report their beneficial ownership of ISG common stock and any changes therein to the SEC. Specific due dates for those reports have been established, and ISG is required to report herein any failure to file such reports by those due dates. Based on ISG's review of Forms 3, 4 and 5 filed by such persons and representations of directors and officers provided to ISG, it believes that during the year ended December 31, 2018, all Section 16(a) filing requirements applicable to such persons were met in a timely manner, except that one Form 3, filed by Mr. Lavieri, was inadvertently filed late.20202022 Proxy Statement must submit such proposal to us no later than the close of business on November 22, 2019.18, 2021. Under Rule 14a-8 of the Exchange Act, a stockholder submitting a proposal is required to be a record or beneficial owner of at least 1% or $2,000 in market value of the common stock and to have held such stock for at least one year prior to the date of submission of the proposal, and he or she must continue to own such securities through the date on which the meeting is held.20202022 Annual Meeting must give timely written notice to our Chief Financial Officer at c/o Information Services Group, Inc., 2187 Atlantic Street, Stamford, Connecticut 06902. A nomination or proposal for the 20202022 Annual Meeting will be considered timely if it is received no earlier than December 2, 2019November 30, 2021 and no later than January 31, 2020.29, 2022. If the date of the 20202022 Annual Meeting is advanced by more than 30 days or is delayed by more than 70 days from April 30, 2020,29, 2022, then to be timely, the nomination or proposal must be received by the Company no later than the close of business on the 15th day following the day on which public announcement of the date of the 20202022 Annual Meeting is first made. The notice of nomination or proposal must detail the information specified in the Company'sCompany’s Bylaws. We will not entertain any proposals or nominations at the 20202022 Annual Meeting that do not meet the requirements set forth in our Bylaws. Our Bylaws have been filed with the SEC and you may obtain a copy of the Bylaws as filed with the SEC free of charge from our website atwww.isg-one.com/investors. To make a submission or to request a copy of our Bylaws, stockholders should contact our Chief Financial Officer at c/o Information Services Group, Inc., 2187 Atlantic Street, Stamford, Connecticut 06902.20192021 Annual Meeting other than as described in this Proxy Statement. If any other matter or matters are properly brought before the meeting, or any adjournment or postponement of the meeting, it is the intention of the persons named in the accompanying form of proxy to vote the proxy on such matters in accordance with their best judgment. the Board of Directors,
Michael P. ConnorsChairman of the Board and Chief Executive OfficerMarch 21, 2019VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. INFORMATION SERVICES GROUP, INC. ATTN: DAVID BERGER 2187 ATLANTIC STREET 8TH FLOOR STAMFORD, CT 06902 ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. For Withhold For All Except To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the AllAll The Board of Directors recommends you vote FOR the following: nominee(s) on the line below. 0 0 0 1. To elect as Directors of Information Services Group, Inc. to serve for a three-year term the nominees listed below: Nominees 01 Michael P. Connors 02 Christine Putur The Board of Directors recommends you vote FOR proposals 2 and 3. 2To ratify the engagement of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2019. 3To approve, in a non-binding advisory vote, the compensation paid to the Company's named executive officers. For 0 0 Against 0 0 Abstain 0 0 NOTE: The proxies are hereby authorized to vote in their discretion upon such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date 0000398664_1 R1.0.1.18
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement and Annual Report are available at www.proxyvote.com INFORMATION SERVICES GROUP, INC. Annual Meeting of Stockholders April 30, 2019 10:00 AM This proxy is solicited by the Board of Directors, The stockholder(s) hereby appoint David E. Berger and Thomas S. Kucinski, or either of them, as proxies, each with the power to appoint his substitute, revoking any proxies previously given and hereby authorize them to represent and to vote, as designated on the reverse side, all
Chairman of the shares of Common Stock of Information Services Group, Inc. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 10:00 a.m. Eastern Time on April 30, 2019 at the offices of the Company, 2187 Atlantic Street, Stamford, ConnecticutBoard and any adjournment or postponement thereof. The stockholder(s) hereby further authorize such proxies to vote in their discretion upon such other matters as may properly come before such Annual Meeting of Stockholders and at any adjournment or postponement thereof. This proxy, when properly executed, will be voted as directed by the stockholder(s). If no such directions are made, this proxy will be voted "For" the election of each of the nominees listed on the reverse side for the board of directors and "For" in proposals two and three. Please sign, date and return this proxy card promptly using the enclosed reply envelope. Continued and to be signed on reverse side 0000398664_2 R1.0.1.18Chief Executive Officer
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