03/11/2026 | Press release | Distributed by Public on 03/11/2026 10:01
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒
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Definitive Proxy Statement
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Definitive Additional Materials
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☐
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Soliciting Material under §240.14a-12
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Information Services Group, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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☒
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No fee required.
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
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Sincerely yours,
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Michael P. Connors
Chairman and Chief Executive Officer
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1.
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To elect two directors to each serve for a three-year term and until their successors have been elected and qualified.
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2.
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To ratify the engagement of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
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3.
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To approve, in a non-binding advisory vote, the compensation paid to our named executive officers as described herein.
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4.
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To transact such other business as may properly come before the Annual Meeting.
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By Order of the Board of Directors,
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Michael P. Connors
Chairman and Chief Executive Officer
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Page
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Proxy Statement for Annual Meeting of Stockholders
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1
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Proposal No. 1 Election of Directors
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4
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Corporate Governance
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5
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Proposal No. 2 Ratification of Engagement of Independent Registered Public Accounting Firm
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12
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Report of the Audit Committee
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14
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Proposal No. 3 Non-Binding Advisory Vote on Executive Compensation
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15
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Management
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16
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Executive Compensation
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18
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Summary Compensation Table
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25
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Outstanding Equity Awards at 2025 Fiscal Year-End
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26
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Director Compensation
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29
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Security Ownership of Certain Beneficial Owners
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30
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Stockholder Proposals and Nominations
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31
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Transaction of Other Business
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31
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For Proposal No. 1, the nominees receiving a plurality of votes cast will be elected. Proxies cannot be voted for more than two nominees; and
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Proposal Nos. 2, and 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.
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"FOR" each of the nominees named in Proposal No. 1;
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"FOR" the engagement of PricewaterhouseCoopers LLP as the Company's independent public accounting firm for the fiscal year ending December 31, 2026; and
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"FOR" the approval, on a non-binding advisory basis, of the compensation paid to our named executive officers as described herein.
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By Telephone or Internet-All stockholders of record can vote by touchtone telephone from the U.S. using the toll-free telephone number on their 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' identities, to allow stockholders to vote their shares and to confirm that their instructions have been recorded properly.
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In Person-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 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.
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By Written 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.
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Name
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Age
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Director Since
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Samuel L. Molinaro Jr.
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68
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2025
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Gerald S. Hobbs
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84
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2008
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leading the Board's processes for selecting and evaluating the CEO and Chairman;
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presiding at all meetings of the Board at which the Chairman is not present:
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calling additional meetings of the independent directors as appropriate;
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assisting in scheduling Board meetings;
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presiding at all executive sessions of the independent directors of the Board;
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providing the Board with input as to the preparation of Board meeting agendas;
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specifically requesting the inclusion of certain materials for Board meetings;
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recommending, as appropriate, that the Board retain consultants who will report directly to the Board; and
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acting as a liaison between the independent directors and the Chairman on sensitive issues.
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Name of Director
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Audit
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Compensation
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Nominating and Corporate Governance
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Michael P. Connors
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-
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Samuel L. Molinaro Jr.
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Chairman
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Member
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Member
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Gerald S. Hobbs
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Member
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Chairman
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Member
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Bruce N. Pfau
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Member
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Member
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Member
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Christine Putur
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Member
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Member
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Chairman
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Kalpana Raina
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Member
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Member
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Member
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4 Meetings
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5 Meetings
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2 Meetings
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selecting, appointing, compensating, retaining and terminating our independent registered public accounting firm;
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overseeing the auditing work of any independent registered public accounting firm employed by us, including the resolution of any disagreement between management and the independent registered public accounting firm regarding financial reporting, for the purpose of preparing or issuing an audit report or performing other audit, review or attestation services;
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pre-approving audit, audit-related, tax and other services to be performed by the independent registered public accounting firm and related fees;
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meeting with our independent registered public accounting firm to review the proposed scope of the annual audit of our financial statements and to discuss such other matters that it deems appropriate;
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reviewing the findings of the independent registered public accounting firm with respect to the annual audit;
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meeting to review and discuss with management and the independent registered public accounting firm our periodic financial reports prior to the filing of such reports with the SEC and reporting annually to the Board of Directors with respect to such matters;
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reviewing with our financial and accounting management, the independent registered public accounting firm, and internal auditor the adequacy and effectiveness of our internal control over financial reporting, financial reporting processes and disclosure controls and procedures; and
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reviewing the internal audit function.
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reviewing and approving corporate goals and objectives relevant to CEO compensation;
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reviewing with the CEO the performance and compensation of all other executive officers;
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discussing the results of the stockholder advisory vote on the compensation paid to our named executive officers;
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retaining or terminating, as needed, and approving the fees and any other retention terms for, compensation and benefits consultants and other outside consultants or advisors to provide independent advice to the Compensation Committee;
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evaluating on at least an annual basis whether any work provided by a consultant retained by the Compensation Committee raises any conflict of interest; and
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reviewing and establishing policies concerning any management perquisite and similar benefits.
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developing, recommending and monitoring corporate governance guidelines for ISG and the Board of Directors;
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identifying and reviewing the qualifications of candidates for Board membership;
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recommending to the Board of Directors candidates to fill vacancies on the Board which occur between annual meetings of stockholders or for election at annual meetings;
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recommending to the Board of Directors criteria regarding the composition of the Board, the total size of the Board and the proportion of employee and non-employee directors;
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recommending to the Board of Directors committee memberships and chairpersons; and
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consulting with the Board of Directors annually regarding the independence of each member of the Board.
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Fiscal Years
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December 31,
2025
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December 31,
2024
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Audit Fees(1)
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$1,850,000
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$1,950,000
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Tax Fees(2)
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-
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155,000
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All Other Fees(3)
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2,000
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2,000
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Total Fees
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$1,852,000
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$2,107,000
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(1)
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Audit Fees consisted of fees billed for professional services rendered for the audit of the Company'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.
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(2)
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Included fees for professional services rendered in connection with tax services related to transfer pricing and tax consulting related to the disposition of our automation business.
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(3)
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Included fees for professional services rendered in connection with consultation on the Company's disclosure obligations.
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SUBMITTED BY THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
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THE AUDIT COMMITTEE
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Mr. Samuel L. Molinaro Jr. (Chairman)
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Mr. Gerald S. Hobbs
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Mr. Bruce N. Pfau
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Ms. Christine Putur
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Ms. Kalpana Raina
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The Company believes management compensation should be competitive with market practices, provide rewards based on the attainment of Company objectives and tightly align management with the interests of stockholders.
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At the discretion of the Compensation Committee, the material elements of the compensation system created for the Company's Named Executive Officers include a mix of base salary, annual performance-based cash incentive awards and long-term equity incentive awards.
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The Company believes that the compensation provided to the Named Executive Officers is competitive with market norms, is predicated on "pay-versus-performance" and is tightly aligned with the interests of the Company's stockholders.
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Name
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Age
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Position
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Michael P. Connors
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70
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Chairman of the Board and Chief Executive Officer
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Todd D. Lavieri
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64
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Vice Chairman and President - ISG Americas and Asia Pacific
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Michael Sherrick
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53
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Executive Vice President and Chief Financial Officer
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Thomas S. Kucinski
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62
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Executive Vice President and Chief Human Resources Officer
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Gerald S. Hobbs
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84
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Director
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Bruce N. Pfau
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72
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Director
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Christine Putur
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64
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Director
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Kalpana Raina
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70
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Director
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Samuel L. Molinaro Jr.
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68
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Director
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Competition for Executive Talent. The Company should provide competitive compensation opportunities so that it can attract, motivate and retain executives qualified to lead and grow the Company.
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Pay Versus Performance. A substantial portion of compensation should be tied to the achievement of Company and individual performance goals based on the Company's annual objectives and long-term business strategy. The Company'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'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.
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Alignment with Stockholder Interests. A substantial portion of compensation should be contingent on the creation of stockholder value. As an executive officer's level of responsibility increases, a greater portion of the officer's total compensation should be dependent on the Company'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.
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Name and Principal Position
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Year
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Salary
($)(1)
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Bonus
($)(2)
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Stock
Awards
($)(3)
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Option
Awards
($)
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Non-Equity
Incentive Plan
Compensation
($)(2)
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All Other
Compensation
($)(4)
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Total
($)
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Michael P. Connors
Chairman and Chief Executive Officer
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2025
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900,000
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1,650,000
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1,345,912
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-
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-
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28,451
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3,924,363
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2024
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810,000
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1,200,000
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754,285
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-
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-
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26,197
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2,790,482
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Michael A. Sherrick
Executive Vice President and Chief Financial Officer
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2025
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550,000
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345,000
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338,950
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-
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-
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10,500
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1,244,450
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2024
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462,500
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275,000
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308,611
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-
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-
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2,000
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1,048,111
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Todd D. Lavieri
Vice Chairman and President, ISG Americas and Asia Pacific
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2025
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703,333
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625,000
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484,214
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-
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-
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10,500
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1,823,047
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2024
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612,000
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450,000
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440,874
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-
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-
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2,000
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1,504,874
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(1)
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2024 salary amounts for Messrs. Connors, Sherrick and Lavieri reflect a 20% salary reduction taken between April 1 and September 30, 2024.
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(2)
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The amounts in the Bonus column and the Non-Equity Incentive Plan Compensation column represent the cash value of annual incentive awards earned by the Named Executive Officers, including portions of the annual incentive paid by the grant of restricted stock units (RSUs). The portion paid by a grant of RSUs vest on the first anniversary of the award.
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(3)
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Represents the aggregate grant date fair value of equity awards granted as calculated pursuant to Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation("ASC Topic 718") without reduction for estimated forfeitures related to service-based vesting conditions. The fair value of time-vesting restricted stock units is calculated based upon the closing price per share on the Nasdaq Global Market on the grant date. The fair value of awards of performance-based restricted stock units granted to Messrs. Connors, Sherrick, and Lavieri, which awards are earned only if certain market price targets are achieved, is calculated based upon a Monte-Carlo simulation. Further information regarding our equity compensation awards and their valuations can be found in Note 17, "Stock Based Compensation Plans," to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
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(4)
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All Other Compensation for Mr. Connors includes an amount for spousal travel in connection with our annual corporate recognition event of $17,951 and a company contribution pursuant to ISG's qualified defined contribution profit-sharing plan for U.S.-based employees of $10,500. All Other Compensation for Mr. Lavieri includes a Company contribution pursuant to ISG's qualified defined contribution profit-sharing plan for U.S.-based employees of $10,500. All Other Compensation for Mr. Sherrick includes a company contribution pursuant to ISG's qualified defined contribution profit-sharing plan for U.S.-based employees of $10,500.
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Outstanding Equity Awards at 2025 Fiscal Year-End
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Stock Awards
(Time-Vested)
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Stock Awards
(Performance- and Time-Vested)
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Name
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Date of
Grant
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Number of Shares
or Units of Stock
That Have Not
Vested
(#)(1)
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Market Value of
Shares or Units of
Stock That
Have Not Vested
($)(2)
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Number of
Unearned Shares,
Units or Other
Rights That Have
Not Vested
(#)(3)
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Market or Payout
Values of Unearned
Shares, Units or
Other Rights That
Have Not Vested
($)(2)(3)
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Michael P. Connors
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6/1/2022
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24,547
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141,882
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-
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-
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6/1/2023
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49,407
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285,572
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177,865
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1,028,060
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6/3/2024
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119,048
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688,097
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285,714
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1,651,427
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3/17/2025
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114,286
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660,573
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-
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-
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6/2/2025
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103,520
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598,346
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186,335
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1,077,016
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Michael A. Sherrick
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9/1/2023
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100,000
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578,000
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-
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-
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9/1/2023
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25,786
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149,043
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17,191
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99,364
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6/3/2024
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62,500
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361,250
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27,778
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160,557
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3/17/2025
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44,286
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255,973
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-
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-
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6/2/2025
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54,348
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314,131
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18,116
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104,710
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Todd D. Lavieri
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6/1/2022
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13,454
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77,764
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17,938
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103,682
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6/1/2023
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35,203
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203,473
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23,468
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135,645
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6/3/2024
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89,286
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516,073
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39,683
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229,368
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3/17/2025
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42,857
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247,713
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-
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-
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6/2/2025
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77,640
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448,759
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25,880
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149,586
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|
|
|
|
|
|
|
|
(1)
|
The vesting schedule for the number of restricted stock units shown in this column is as follows: (a) of the RSUs granted June 1, 2022, the balance vests on June 1, 2026; (b) of the RSUs granted on June 1, 2023, the balance vests one-half each on June 1, 2026, and June 1, 2027; (c) of the remaining 25,786 unvested RSUs' granted to Mr. Sherrick on September 1, 2023, the balance vests one-half each on September 1, 2026, and September 1, 2027; (d) of the 100,000 RSUs granted to Mr. Sherrick on September 1, 2023, 100% of the balance vests September 1, 2026; (e) of the RSUs granted March 17, 2025, the balance vests 100% on March 17, 2026; (f) of the RSUs granted on June 3, 2024, the balance vests one-third on each of June 1, 2026, June 1, 2027, and June 1, 2028; (g) of the RSUs granted on June 2, 2025, the balance vests 25% on each of June 1, 2026, June 1, 2027, June 1, 2028, and June 1, 2029.
|
|
(2)
|
The market value is based on the closing price per share of the Company's common stock on December 31, 2025 of $5.78 per share, multiplied by the number of shares or units. Market value of performance-based restricted stock units is based on a payout of the target number of such awards.
|
|
(3)
|
The performance-based RSUs granted on June 1, 2023 to Mr. Connors (shown at target in the table) will be earned if a share-price-performance goal is achieved on June 1, 2026. The performance-based RSUs granted on June 3, 2024 to Mr. Connors (shown at target in the table) will be earned if a share-price-performance goal is achieved on June 1, 2027. The performance-based RSUs granted on September 1, 2023 to Mr. Sherrick will be earned if a share-price-performance goal is achieved on or before September 1, 2027. The performance-based RSUs granted on June 1, 2022 to Mr. Lavieri will be earned if a share-price-performance goal is achieved on or before June 1, 2026. The performance-based RSUs granted on June 1, 2023 to Mr. Lavieri will be earned if a share-price-performance goal is achieved between June 1, 2024 and June 1, 2027. The performance-based RSUs granted on June 3, 2024 to Messrs. Lavieri and Sherrick will be earned if a share-price-performance goal is achieved between June 1, 2025 and June 1, 2028. The performance-based RSUs granted on June 2, 2025 to Messrs. Lavieri and Sherrick will be earned if a share-price-performance goal is achieved between June 1, 2026 and June 1, 2029.
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
Financial Metrics
Year-Over-Year
|
|
|
|
|
Year-Over-Year Change In
Comp Actually Paid
|
|||||
|
Year
|
|
|
Total
Shareholder
Return
|
|
|
Net Income
|
|
|
PEO
Compensation
|
|
|
Non-PEO
Compensation
|
|
2025
|
|
|
78.4%
|
|
|
229%
|
|
|
604.7%
|
|
|
154.2%
|
|
2024
|
|
|
-25.3%
|
|
|
-55%
|
|
|
-66.8%
|
|
|
27.0%
|
|
2023
|
|
|
6.2%
|
|
|
-69%
|
|
|
1,915.0%
|
|
|
41.2%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year(1)
|
|
|
Summary
Compensation
Table Total
for PEO
($)
|
|
|
Compensation
Actually Paid
to PEO
($)(2)
|
|
|
Average
Summary
Compensation
Table Total
for Non-PEO
Named Executive
Officers
($)
|
|
|
Average
Compensation
Actually Paid
to Non-PEO
Named Executive
Officers
($)(3)
|
|
|
Value of Initial
Fixed $100
Investment at
December 31
Based On:
|
|
|
Net
Income
(000's)
|
|
|
Total
Shareholder
Return
|
|
||||||||||||||||
|
2025
|
|
|
$3,924,363
|
|
|
$6,885,730
|
|
|
$1,533,749
|
|
|
$2,527,580
|
|
|
$141.62
|
|
|
$9,341
|
|
2024
|
|
|
$2,790,482
|
|
|
$975,752
|
|
|
$1,276,493
|
|
|
$987,048
|
|
|
$79.36
|
|
|
$2,839
|
|
2023
|
|
|
$2,946,845
|
|
|
$2,942,884
|
|
|
$890,685
|
|
|
$816,164
|
|
|
$106.20
|
|
|
$6,154
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
For 2025, Michael Connors was our PEO, and Michael Sherrick and Todd Lavieri were our Non-PEO Named Executive Officers. For 2024, Michael Connors was our PEO and Michael Sherrick and Todd Lavieri were our Non-PEO Named Executive Officers. For 2023, Michael Connors was our PEO, and Humberto Alfonso, Michael Sherrick, Todd Lavieri and Tom Kucinski were our Non-PEO Named Executive Officers.
|
|
(2)
|
For Mr. Connors, the following amounts were added to and deducted from the Summary Compensation Table (SCT) amount to determine the 'compensation actually paid' as determined in accordance with SEC regulations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
|
SCT Total
|
|
|
Stock Awards
Granted During
Year and
Included in
SCT
|
|
|
Year-End Fair
Value of Stock
Awards
Granted During
Year and
That Remain
Unvested
|
|
|
Change in
Fair Value
of Equity
Awards
Unvested at
Prior Year
End and at
Year End
|
|
|
Change in
Fair Value
of Equity
Awards
Unvested at
Prior Year
End That
Vested
During Year
|
|
|
Forfeitures
|
|
|
Total
|
|
2025
|
|
|
$3,924,363
|
|
|
($1,345,912)
|
|
|
$2,344,374
|
|
|
$1,602,060
|
|
|
$688,750
|
|
|
($327,905)
|
|
|
$6,885,730
|
|
2024
|
|
|
$2,790,482
|
|
|
($1,754,285)
|
|
|
$1,609,136
|
|
|
($836,100)
|
|
|
($354,498)
|
|
|
($478,983)
|
|
|
$975,752
|
|
2023
|
|
|
$2,946,845
|
|
|
($1,021,146)
|
|
|
$2,021,143
|
|
|
$78,375
|
|
|
$39,619
|
|
|
($1,121,952)
|
|
|
$2,942,884
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TABLE OF CONTENTS
|
(3)
|
For Messrs. Sherrick and Lavieri, the following amounts were added and deducted to the Summary Compensation Table (SCT) amount to determine the "average compensation actually paid" as determined in accordance with SEC regulations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
|
SCT Total
|
|
|
Stock Awards
Granted During
Year and
Included in
SCT
|
|
|
Year-End Fair
Value of Stock
Awards
Granted During
Year and That
Remain
Unvested
|
|
|
Change in
Fair Value
of Equity
Awards
Unvested at
Prior Year
End and at
Year End
|
|
|
Change in
Fair Value
of Equity
Awards
Unvested at
Prior Year
End That
Vested
During Year
|
|
|
Forfeitures
|
|
|
Total
|
|
2025
|
|
|
$1,533,749
|
|
|
($411,597)
|
|
|
$760,437
|
|
|
$551,790
|
|
|
$93,202
|
|
|
-
|
|
|
$2,527,580
|
|
2024
|
|
|
$1,276,493
|
|
|
($599,743)
|
|
|
$629,977
|
|
|
($200,621)
|
|
|
($119,057)
|
|
|
-
|
|
|
$987,048
|
|
2023
|
|
|
$890,685
|
|
|
($404,003)
|
|
|
$531,793
|
|
|
$4,577
|
|
|
$4,768
|
|
|
($211,656)
|
|
|
$816,164
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
|
Fees Earned or
Paid in Cash
($)
|
|
|
Stock
Awards
($)(1)
|
|
|
All Other
Compensation
($)
|
|
|
Total
($)
|
|
Gerald S. Hobbs
|
|
|
75,000
|
|
|
125,000
|
|
|
-
|
|
|
200,000
|
|
Samuel L. Molinaro, Jr.
|
|
|
75,000
|
|
|
125,000
|
|
|
-
|
|
|
200,000
|
|
Bruce N. Pfau
|
|
|
60,000
|
|
|
125,000
|
|
|
-
|
|
|
185,000
|
|
Christine Putur
|
|
|
60,000
|
|
|
125,000
|
|
|
-
|
|
|
185,000
|
|
Kalpana Raina
|
|
|
60,000
|
|
|
125,000
|
|
|
-
|
|
|
185,000
|
|
Neil G. Budnick(2)
|
|
|
37,500
|
|
|
-
|
|
|
-
|
|
|
37,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
These amounts represent the aggregate grant date fair value of equity awards as calculated pursuant to Financial Accounting Standards Board Accounting Standards Codification Topic 718, 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 ($6.04) on the Nasdaq Global Market on December 9, 2025, the date of grant.
|
|
(2)
|
Mr. Budnick retired from the Board of Directors effective as of March 14, 2025.
|
|
|
|
|
|
|
Name
|
|
|
Unvested Restricted
Stock Units (#)
|
|
Gerald S. Hobbs
|
|
|
52,856
|
|
Samuel L. Molinaro, Jr.
|
|
|
56,409
|
|
Bruce N. Pfau
|
|
|
52,856
|
|
Christine Putur
|
|
|
52,856
|
|
Kalpana Raina
|
|
|
52,856
|
|
|
|
|
|
TABLE OF CONTENTS
|
•
|
each person known by ISG to be the beneficial owner of more than 5% of our outstanding shares of common stock;
|
|
•
|
each of ISG's Named Executive Officers and directors; and
|
|
•
|
all of ISG's executive officers and directors as a group.
|
|
|
|
|
|
|
|
|
|
Name and Address of Beneficial Owner(1)
|
|
|
Amount of
Beneficial
Ownership
(#)
|
|
|
Approximate
Percentage of
Outstanding
Common
Stock (%)
|
|
Non-Management Stockholders Beneficially Owning More Than 5%
|
|
|
|
|
||
|
Chevrillon & Associés(2)
|
|
|
5,237,495
|
|
|
11.0%
|
|
Private Capital Management, LLC(3)
|
|
|
4,777,596
|
|
|
10.0%
|
|
BlackRock, Inc.(4)
|
|
|
2,698,808
|
|
|
5.7%
|
|
Directors and Named Executive Officers
|
|
|
|
|
||
|
Michael P. Connors(5)
|
|
|
4,703,487
|
|
|
9.9%
|
|
Michael Sherrick(6)
|
|
|
116,093
|
|
|
*
|
|
Todd D. Lavieri(7)
|
|
|
885,649
|
|
|
1.9%
|
|
Thomas Kucinski(8)
|
|
|
255,975
|
|
|
*
|
|
Samuel L. Molinaro(9)
|
|
|
11,905
|
|
|
*
|
|
Gerald S. Hobbs
|
|
|
551,213
|
|
|
1.2%
|
|
Bruce N. Pfau
|
|
|
137,053
|
|
|
*
|
|
Christine Putur
|
|
|
341,436
|
|
|
*
|
|
Kalpana Raina
|
|
|
534,769
|
|
|
*
|
|
All current directors and executive officers as a group (8 individuals)
|
|
|
7,537,580
|
|
|
15.8%
|
|
|
|
|
|
|
|
|
|
*
|
Less than 1%.
|
|
(1)
|
Unless otherwise noted, the business address of each of the individuals is c/o Information Services Group, Inc., 400 Atlantic Street, Stamford, CT 06901.
|
|
(2)
|
Chevrillon & Associés ("Chevrillon") filed a Schedule 13G/A on February 25, 2026, reporting beneficial ownership, as of December 1, 2025, of the number of shares reflected in the table. The business address of Chevrillon is 4/6 Rond Point des Champs Elysées, Paris, France 75008.
|
|
(3)
|
Private Capital, LLC ("PCM") filed a Schedule 13F on February 17, 2026, reporting beneficial ownership, as of December 31, 2025, of the number of shares reflected in the table. PCM reported having sole voting power and sole dispositive power over 1,465,434 shares and shared voting power and shared dispositive power over 3,312,162 shares. The business address of PCM is 8889 Pelican Bay Blvd., Naples, FL 34108.
|
|
(4)
|
BlackRock, Inc. ("BlackRock") filed a Schedule 13G on February 12, 2026 reporting beneficial ownership, as of December 31, 2025, of the number of shares reflected in the table. BlackRock reported having sole voting power over 2,661,933 shares and no voting power over 36,875. The business address of BlackRock is 50 Hudson Yards, New York, NY 10001.
|
|
(5)
|
Mr. Connors serves as Chairman of the Board and Chief Executive Officer. The reported beneficial ownership includes 114,286 RSUs that will be settled within 60 days of February 25, 2026
|
|
(6)
|
Mr. Sherrick serves as Executive Vice President and Chief Financial Officer. The reported beneficial ownership includes 44,286 RSUs that will be settled within 60 days of February 25, 2026
|
|
(7)
|
Mr. Lavieri serves as Vice Chairman and President - ISG Americas and Asia Pacific. The reported beneficial ownership includes 42,857 RSUs that will be settled within 60 days of February 25, 2026.
|
|
(8)
|
Mr. Kucinski serves as Executive Vice President and Chief Human Resources Officer. The reported beneficial ownership includes 18,571 RSUs that will be settled within 60 days of February 25, 2026.
|
|
(9)
|
Mr. Molinaro serves on the ISG Board of Directors. The reported beneficial ownership includes 11,905 RSUs that will be settled within 60 days of February 25, 2026.
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
By Order of the Board of Directors,
|
|
|
|
|
|
|
|
|
|
Michael P. Connors
Chairman of the Board and Chief Executive Officer
|
|
|
|
|
|
|
TABLE OF CONTENTS
TABLE OF CONTENTS