Forrester Research, Inc DEF 14A, filed Apr 2, 2024
Forrester Research, Inc. (FORR)
About this DEF 14A
Forrester Research, Inc filed this DEF 14A on April 2, 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.)
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Forrester Research, Inc.
60 Acorn Park Drive
Cambridge, Massachusetts 02140
George F. Colony
Chairman of the Board
and Chief Executive Officer
April 2, 2024
To Our Stockholders:
You are cordially invited to attend the 2024 Annual Meeting of Stockholders of Forrester Research, Inc., which will be held on Tuesday, May 14, 2024 at 10:00 a.m. Eastern Daylight Time. The Annual Meeting will be a virtual stockholder meeting, conducted via live audio webcast, through which you can submit questions and vote online. You may attend the meeting by visiting www.virtualshareholdermeeting.com/FORR2024 and entering your 16-digit control number included with these proxy materials.
On the following pages, you will find the formal notice of the Annual Meeting and our proxy statement. At the Annual Meeting you are being asked to elect seven Directors, to ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024, and to approve by non-binding vote our executive compensation.
We hope that many of you will be able to attend. Thank you for your continued support and investment in Forrester.
Sincerely yours,
George F. Colony
Chairman of the Board
and Chief Executive Officer
Forrester Research, Inc.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
May 14, 2024
Notice is hereby given that the 2024 Annual Meeting of Stockholders of Forrester Research, Inc. will be held at 10:00 a.m. Eastern Daylight Time on Tuesday, May 14, 2024. The annual meeting will be a virtual stockholder meeting, conducted via live audio webcast, through which you can submit questions and vote online. You may attend the meeting by visiting www.virtualshareholdermeeting.com/FORR2024 and entering your 16-digit control number included with these proxy materials. The purpose of the annual meeting will be the following:
The foregoing items of business are more fully described in the proxy statement accompanying this notice.
Stockholders of record at the close of business on March 18, 2024 are entitled to notice of and to vote at the meeting. A list of stockholders entitled to vote at the meeting will be open to examination by any stockholder, for any purpose germane to the meeting, during normal business hours for a period of ten days before the meeting at our corporate offices at 60 Acorn Park Drive, Cambridge, Massachusetts 02140, and online during the meeting accessible at www.virtualshareholdermeeting.com/FORR2024.
If you are unable to participate in the annual meeting online, please vote your shares as provided in this proxy statement.
By Order of the Board of Directors
Ryan D. Darrah
Secretary
Cambridge, Massachusetts
April 2, 2024
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. PLEASE
VOTE YOUR SHARES OVER THE INTERNET OR BY TELEPHONE IN ACCORDANCE WITH
THE INSTRUCTIONS SET FORTH ON THE PROXY CARD, OR COMPLETE, SIGN AND RETURN
THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE WHETHER OR
NOT YOU PLAN TO PARTICIPATE IN THE MEETING ONLINE.
FORRESTER RESEARCH, INC.
Annual Meeting of Stockholders
May 14, 2024
PROXY STATEMENT
The Board of Directors of Forrester Research, Inc., a Delaware corporation, is soliciting proxies from our stockholders. The proxy will be used at our 2024 Annual Meeting of Stockholders and at any adjournments thereof. You are invited to attend the meeting to be held at 10:00 a.m. Eastern Daylight Time on Tuesday, May 14, 2024. The annual meeting will be held virtually, conducted via live audio webcast, through which you can submit questions and vote online. You may attend the meeting by visiting www.virtualshareholdermeeting.com/FORR2024. Be sure to have your 16-digit control number included with these proxy materials in order to access the annual meeting. This proxy statement was first made available to stockholders on or about April 2, 2024.
This proxy statement contains important information regarding our annual meeting. Specifically, it identifies the proposals upon which you are being asked to vote, provides information that you may find useful in determining how to vote, and describes voting procedures.
We use several abbreviations in this proxy statement. We call our Board of Directors the “Board”, refer to our fiscal year which began on January 1, 2023 and ended on December 31, 2023 as “fiscal 2023,” and refer to our fiscal year ending December 31, 2024 as “fiscal 2024”. We also refer to ourselves as “Forrester” or the “Company.”
Who May Attend and Vote?
Stockholders who owned our common stock at the close of business on March 18, 2024 are entitled to notice of and to vote at the annual meeting. We refer to this date in this proxy statement as the “record date.” As of the record date, we had 19,444,091 shares of common stock issued and outstanding. Each share of common stock is entitled to one vote on each matter to come before the meeting.
How Do I Vote?
If you are a stockholder of record of our common stock:
By voting over the internet or by telephone, or by signing and returning the proxy card according to the enclosed instructions, you are enabling the individuals named on the proxy card (known as “proxies”) to vote your shares at the meeting in the manner you indicate. We encourage you to vote in advance even if you plan to attend the meeting. In this way, your shares will be voted even if you are unable to attend the meeting. Your shares will be voted in accordance with your instructions. If a proxy card is signed and received by our Secretary, but no instructions are indicated, then the proxy will be voted “FOR” the election of the nominees for directors, “FOR” ratifying the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2024, and “FOR” approval of the non-binding vote on our executive compensation.
How Do I Vote if My Shares are Held in Street Name?
If you hold shares in “street name” (that is, through a bank, broker, or other nominee), the bank, broker, or other nominee, as the record holder of your shares, is required to vote your shares according to your instructions. In order to vote your shares, you will need to follow the directions your brokerage firm provides you. Many brokers also offer the option of voting over the internet or by telephone, instructions for which would be provided by your brokerage firm on your voting instruction form. Please follow the instructions on that form to make sure your shares are properly voted. If you hold shares in “street name” and would like to attend the annual meeting and vote online, you must contact the person in whose name your shares are registered and follow directions provided to obtain a proxy card from that person and have it available for the annual meeting.
What Does the Board of Directors Recommend?
The Board recommends that you vote FOR the election of nominees for directors identified in Proposal One, FOR ratifying the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm as described in Proposal Two, and FOR approval by non-binding vote of our executive compensation as provided in Proposal Three.
If you are a record holder and submit the proxy card but do not indicate your voting instructions, the persons named as proxies on your proxy card will vote in accordance with the recommendations of the Board of Directors. If you hold your shares in “street name”, and you do not indicate how you wish to have your shares voted, your nominee has discretion to instruct the proxies to vote on Proposal Two but does not have the authority, without your specific instructions, to vote on the election of directors or on Proposal Three, and those votes will be counted as “broker non-votes”.
What Vote is Required for Each Proposal?
A majority of the shares entitled to vote on a particular matter, present in person or represented by proxy, constitutes a quorum as to any proposal. The nominees for election of the directors at the meeting (Proposal One) who receive the greatest number of votes properly cast for the election of directors will be elected. As a result, shares that withhold authority as to the nominees recommended by the Board will have no effect on the outcome. The affirmative vote of the holders of a majority of the shares of common stock present in person or represented by proxy and voting is required to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm (Proposal Two), and to approve the non-binding vote on our executive compensation (Proposal Three).
Shares represented by proxies that indicate an abstention or a “broker non-vote” (that is, shares represented at the annual meeting held by brokers or nominees as to which (i) instructions have not been received from the beneficial owners or persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter) will be counted as shares that are present and entitled to vote on the matter for purposes of determining the presence of a quorum, but are not considered to have been voted, and have the practical effect of reducing the number of affirmative votes required to achieve a majority for those matters requiring the affirmative vote of the holders of a majority of the shares present or represented by proxy and voting (Proposals Two and Three) by reducing the total number of shares from which the majority is calculated. However, because directors are elected by a plurality vote, abstentions and broker non-votes will have no effect on the outcome on Proposal One.
May I Change or Revoke My Vote After I Return My Proxy Card or After I Have Voted My Shares over the Internet or by Telephone?
Yes. If you are a stockholder of record, you may change or revoke a proxy any time before it is voted by:
If you hold shares in “street name”, you should follow the procedure in the instructions that your nominee has provided to you.
Who Will Bear the Cost of Proxy Solicitation?
We will bear the expense of soliciting proxies. Our officers and regular employees (who will receive no compensation in addition to their regular salaries) may solicit proxies. In addition to soliciting proxies through the mail, our officers and regular employees may solicit proxies personally, as well as by mail, telephone, and electronically from brokerage houses and other stockholders. We will reimburse brokers and other persons for reasonable charges and expenses incurred in forwarding soliciting materials to their clients.
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting To Be Held on May 14, 2024
This proxy statement and our Annual Report to Stockholders are available on-line at www.proxyvote.com. These materials will be mailed to stockholders who request them.
How Can I Obtain an Annual Report on Form 10-K?
Our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 is available on our website at www.forrester.com/aboutus. If you would like a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 we will send you one without charge. Please contact Investor Relations, Forrester Research, Inc., 60 Acorn Park Drive, Cambridge, MA 02140, Tel: (617) 613-6000.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table and notes provide information about the beneficial ownership of our outstanding common stock as of March 18, 2024 (except as otherwise noted) by:
Except as otherwise indicated, each of the stockholders named in the table below has sole voting and investment power with respect to the shares of our common stock beneficially owned. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (“SEC”) and includes voting or investment power with respect to the shares. Shares subject to exercisable options and vesting restricted stock units include options that are currently exercisable or exercisable within 60 days of March 18, 2024 and shares underlying restricted stock units scheduled to vest within 60 days of March 18, 2024.
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Common Stock Beneficially Owned |
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to Exercisable |
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Options and |
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Vesting |
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Percentage of |
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Beneficially |
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Restricted |
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Outstanding |
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Name of Beneficial Owner |
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Owned |
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Stock Units |
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Shares |
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George F. Colony |
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7,380,411 |
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— |
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38.0 |
% |
c/o Forrester Research, Inc. |
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60 Acorn Park Drive |
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Cambridge, MA 02140(1) |
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Royce & Associates, LP |
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2,146,862 |
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— |
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11.0 |
% |
745 Fifth Avenue |
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New York, NY 10151(2) |
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BlackRock, Inc. |
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1,860,207 |
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— |
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9.6 |
% |
55 East 52nd Street |
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New York, NY 10022(3) |
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The Vanguard Group |
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1,391,355 |
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— |
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7.2 |
% |
100 Vanguard Boulevard |
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Malvern, PA 19355(4) |
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David Boyce |
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12,591 |
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— |
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* |
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Neil Bradford |
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23,388 |
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— |
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* |
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Anthony Friscia |
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18,167 |
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— |
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* |
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Robert Galford |
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19,455 |
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— |
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* |
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Warren Romine |
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5,931 |
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— |
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* |
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Gretchen Teichgraeber |
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17,683 |
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— |
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* |
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Yvonne Wassenaar |
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18,652 |
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— |
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* |
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L. Christian Finn |
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13,089 |
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7,567 |
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* |
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Carrie Johnson |
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13,598 |
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7,567 |
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Sharyn Leaver |
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11,258 |
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5,675 |
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* |
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Nate Swan |
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2,942 |
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7,567 |
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Directors, named executive officers, and other executive |
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7,604,664 |
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37,061 |
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39.2 |
% |
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* Less than 1%
PROPOSAL ONE:
ELECTION OF DIRECTORS
Our directors are elected annually by the stockholders. The Board has nominated David Boyce, Neil Bradford, George Colony, Anthony Friscia, Robert Galford, Warren Romine, and Yvonne Wassenaar to serve one-year terms that will expire at the 2025 Annual Meeting of Stockholders. These individuals all currently serve on our Board.
One of our current directors, Gretchen Teichgraeber, will be retiring from the Board effective May 14, 2024, and is not a nominee for election at the forthcoming annual meeting. Ms. Teichgraeber has served as a member of the Board and the Compensation and Nominating Committee for over 18 years. We gratefully acknowledge her dedicated service and numerous contributions to Forrester.
The proxies intend to vote each share for which a proper proxy card has been returned or voting instructions received and not revoked in favor of the nominees named above. If you wish to withhold the authority to vote for the election of any of the nominees, your voting instructions must so indicate or your returned proxy card must be marked to that effect.
It is expected that each of the nominees will be able to serve, but if any of them is unable to serve, the proxies reserve discretion to vote, or refrain from voting, for a substitute nominee or nominees.
The following section provides information about each nominee, including information provided by each nominee about his or her principal occupation and business experience for the past five years and the names of other publicly-traded companies, if any, for which he or she currently serves as a director or has served as a director during the past five years. In addition to the information presented with respect to each nominee’s experience, qualifications and skills that led our Board to conclude that he or she should serve as a director, we also believe that each of the nominees has demonstrated business acumen and a significant commitment to our company, and has a reputation for integrity and adherence to high ethical standards.
NOMINEES FOR ELECTION
David Boyce, age 56, became a director of Forrester in June 2017. Mr. Boyce is an investor and advisor on product-led growth (PLG). He teaches PLG at Brigham Young University's Marriott School of Business, invests in PLG companies through his own investing entity Formative Ventures, and advises growth companies on PLG via Winning by Design, LLC, a global revenue architecture consultancy working primarily with growth-stage unicorn and pre-unicorn companies. From 2014 until its acquisition by Aurea in 2021, Mr. Boyce was the Chief Strategy Officer of XANT, Inc. (formerly known as InsideSales.com, Inc.), a software company offering a leading sales acceleration platform. Prior to joining InsideSales, Mr. Boyce was the Chief Executive Officer and Chairman of Fundly, Inc., a crowdfunding site for online fundraising from 2010 to 2013. Previously, Mr. Boyce was global VP of Strategy at Oracle from 2005 to 2010. We believe Mr. Boyce’s qualifications to serve on our Board of Directors include his extensive experience as an operating executive at several software companies and his expertise in product, strategy and marketing.
Neil Bradford, age 51, became a director of Forrester in February 2018. Mr. Bradford is the founder and Chief Executive Officer of General Index Limited, a tech-led provider of energy and commodity benchmarks. From 2017 to March 2019, Mr. Bradford served as the Chief Executive Officer of Financial Express, Ltd., an investment ratings and fund research agency based in the United Kingdom. Prior to joining FE, Mr. Bradford was the Chief Executive Officer of Argus Media, a provider of price assessments, business intelligence and market data for the global energy and commodities markets. In 1997, Mr. Bradford co-founded Fletcher Research Limited, a UK-based technology research firm that was acquired by Forrester in 1999. Mr. Bradford served in executive roles with Forrester until 2006. We believe Mr. Bradford’s qualifications to serve on our Board of Directors include his years of experience in the research and advisory business, having both founded and led companies in the industry, his prior experience as an executive officer of Forrester, and his perspective on European business as a UK citizen having worked for firms headquartered in London.
George F. Colony, age 70, is the founder of Forrester and since 1983, he has served as Chairman of the Board and Chief Executive Officer. He also has served as Forrester’s President since September 2001, and he previously was Forrester’s President from 1983 to 2000. We believe Mr. Colony’s qualifications to serve on our Board of Directors and as its Chairman include his extensive experience in the research industry, including more than 40 years as our chief executive officer, and his significant ownership stake in the Company.
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Anthony Friscia, age 68, became a director of Forrester in June 2017. Mr. Friscia is currently an independent business consultant. From 2014 to 2016, Mr. Friscia was the President and Chief Executive Officer of Eduventures, Inc., a research and advisory firm that provides proprietary research and strategic advice to higher education leaders. Previously, from 2011 to 2014, Mr. Friscia served as a consultant and special advisor to the President of the New School, a private university in New York City. In 1986, Mr. Friscia founded AMR Research, a provider of research and advice on global supply chain and enterprise technology to operations and IT executives, and served as its President and Chief Executive Officer until 2010. We believe Mr. Friscia’s qualifications to serve on our Board of Directors include his years of experience in business leadership and providing strategic advice to senior leaders, including extensive experience as a chief executive officer in the research and advisory business.
Robert M. Galford, age 71, became a director of Forrester in November 1996. Since November 2007, Mr. Galford has been the managing partner of the Center for Leading Organizations, an organizational development firm he founded in Concord, Massachusetts. From 2001 to 2007, Mr. Galford was a managing partner of the Center for Executive Development, an executive education provider in Boston, Massachusetts. In 2023, he was named to the National Association of Corporate Directors (NACD) Blue Ribbon Commission on Boardroom Culture. We believe Mr. Galford’s qualifications to serve on our Board of Directors include his many years of organizational development and executive education experience, along with his more recent corporate governance experience as an instructor for the National Association of Corporate Directors.
Warren Romine, age 53, became a director of Forrester in March 2022. Mr. Romine is the founder and managing director of Orchard Knob Capital LLC, an independent financial advisory and investment firm focused on the aerospace, defense and government services markets. Mr. Romine served as a Senior Lecturer at Harvard Business School in the finance department from October 2022 to June 2023. From 2017 to January 2022, Mr. Romine was a Managing Director and co-head of the Aerospace and Defense group at KippsDeSanto & Co., an investment bank focused on growth-oriented aerospace, defense and technology companies. Previously, from 2013 to 2017, Mr. Romine was a Managing Director and head of the Aerospace, Defense and Government Services group at FBR & Co., an investment banking and brokerage firm. From 2006 to 2014, Mr. Romine also served as chair of the audit committee of the board of directors of RELM Wireless Corporation (now known as BK Technologies), a publicly-traded manufacturer of telecommunications products. We believe that Mr. Romine's qualifications to serve on our Board of Directors include his extensive finance and management experience in the investment banking business, his expertise regarding mergers and acquisitions, and his prior experience as a public company board member.
Yvonne Wassenaar, age 55, became a director of Forrester in June 2017. Ms. Wassenaar currently also serves as a director of Arista Networks, Inc., JFrog Ltd., Rubrik, Inc. and Harvey Mudd College. From 2019 to 2022, Ms. Wassenaar was the Chief Executive Officer of Puppet, Inc., an information technology automation software company. From 2017 to 2018, Ms. Wassenaar was the Chief Executive Officer of Airware, an enterprise drone solutions company. From 2014 to 2017, Ms. Wassenaar was with New Relic, Inc., a cloud-based SaaS company, most recently as Chief Information Officer. Prior to joining New Relic, Ms. Wassenaar held senior positions at VMware, Inc. from 2010 to 2014. We believe Ms. Wassenaar’s qualifications to serve on our Board of Directors include her thought leadership in the areas of cloud computing, big data analytics and business digitization and her extensive experience in senior leadership positions at technology companies.
OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE NOMINEES NAMED ABOVE.
Corporate Governance
We believe that good corporate governance is important to ensure that Forrester is managed for the long-term benefit of its stockholders. Based on our continuing review of the provisions of the Sarbanes-Oxley Act of 2002, rules of the Securities and Exchange Commission and the listing standards of The NASDAQ Stock Market, our Board of Directors has adopted Corporate Governance Guidelines, an amended and restated charter for the Audit Committee of the Board of Directors, and a charter for the Compensation and Nominating Committee of the Board.
Our Corporate Governance Guidelines include stock retention guidelines applicable to executive officers and directors. The guidelines, which are described in more detail below in the Compensation Discussion and Analysis section, require all directors and executive officers to hold a targeted value of our common stock within specified time frames, and include restrictions on sales of our common stock by such directors and executive officers until the guidelines have been met. These guidelines may be waived, at the discretion of the Compensation and Nominating Committee of the Board of Directors, if compliance with the guidelines would create severe hardship or prevent an executive officer or director from complying with a court order. We currently do not have a policy regarding hedging.
We also have a written code of business conduct and ethics that applies to all of our officers, directors and employees, including our principal executive officer, principal financial officer, principal accounting officer, and persons performing similar functions. You
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can access our Code of Business Conduct and Ethics, Corporate Governance Guidelines and our current committee charters on our website, at www.forrester.com/aboutus.
Our Board of Directors has adopted a Compensation Recovery Policy (“Clawback Policy”) to comply with the final clawback rules adopted by the SEC under Rule 10D-1 and the listing standards of The NASDAQ Stock Market. The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation received by covered officers if we are required to prepare a financial restatement. Under the Clawback Policy, the Board may recoup from the covered officers erroneously awarded incentive compensation received on or after October 2, 2023 within a lookback period of the three completed fiscal years preceding the date on which we are required to prepare an accounting restatement.
Information With Respect to Board of Directors
Board Meetings and Committees
Our Board of Directors has determined that each of the current directors, with the exception of Mr. Colony, our Chairman and Chief Executive Officer, is independent under applicable NASDAQ standards as currently in effect.
Our Board of Directors held nine meetings during fiscal 2023. Each director attended at least 75 percent of the aggregate of the meetings of the Board of Directors and of each committee of which he or she is a member. Forrester does not require directors to attend the annual meeting of stockholders. Mr. Colony, who presided at the meeting, attended the 2023 annual meeting of stockholders, as did Mr. Galford. Historically, very few stockholders have attended our annual meeting and we have not found it to be a particularly useful forum for communicating with our stockholders. The Board of Directors currently has two standing committees, the Audit Committee and the Compensation and Nominating Committee, whose members consist solely of independent directors.
Our Audit Committee consists of four members: Warren Romine, Chair, Neil Bradford, Tony Friscia, and Yvonne Wassenaar, each of whom, in addition to satisfying the NASDAQ independence standards, also satisfies the Sarbanes-Oxley independence requirements for audit committee membership. In addition, the Board has determined that Mr. Romine is an “audit committee financial expert” under applicable rules of the Securities and Exchange Commission, and all of the members of the Audit Committee satisfy the financial literacy standards of NASDAQ. The Audit Committee held five meetings during fiscal 2023. The responsibilities of our Audit Committee and its activities during fiscal 2023 are described in the committee’s amended and restated charter, which is available on our website at www.forrester.com/aboutus. The charter will also be made available without charge to any stockholder who requests it by writing to Forrester Research, Inc., Attn: Chief Legal Officer and Secretary, 60 Acorn Park Drive, Cambridge, MA 02140.
Our Compensation and Nominating Committee consists of three members: Robert M. Galford, Chair, David Boyce, and Gretchen G. Teichgraeber. The Compensation and Nominating Committee held six meetings during fiscal 2023. The Compensation and Nominating Committee has authority, as specified in the committee’s charter, to, among other things, evaluate and approve the compensation of our Chief Executive Officer, review and approve the compensation of our other executive officers, administer our stock plans, and oversee the development of executive succession plans for the CEO and other executive officers. The committee also has the authority to identify and recommend to the Board qualified candidates for director. The Compensation and Nominating Committee charter is available on our website at www.forrester.com/aboutus. The charter will also be made available without charge to any stockholder who requests it by writing to Forrester Research, Inc., Attn: Chief Legal Officer and Secretary, 60 Acorn Park Drive, Cambridge, MA 02140.
Compensation Committee Interlocks and Insider Participation
No person who served during the past fiscal year as a member of our Compensation and Nominating Committee is or was an officer or employee of Forrester, or had any relationship with Forrester requiring disclosure in this proxy statement. During the past fiscal year, none of our executive officers served as a member of the board of directors of another entity, any of whose executive officers served as one of our directors.
Board Leadership Structure
At the present time, Mr. Colony serves as both Chairman of the Board and Chief Executive Officer. Mr. Colony is a significant stakeholder in Forrester, beneficially owning approximately 38% of our outstanding common stock. As such, we believe it is appropriate that he set the agenda for the Board of Directors in addition to serving as the Chief Executive Officer. We also do not believe that the size of the Company warrants the division of these responsibilities.
In 2017, the Board of Directors selected Robert Galford to act as lead independent director. In this role, Mr. Galford presides at executive sessions of the independent directors and will bear such further responsibilities as the Board as a whole may designate from time to time.
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The Board’s Role in Risk Oversight; Risk Considerations in our Compensation Programs
The Board’s role in the Company’s risk oversight process includes receiving regular reports from members of management on areas of material risk to the Company, including financial, strategic, operational, cybersecurity, ESG, legal and regulatory risks. The full Board (or the appropriate Committee in the case of risks that are under the purview of a particular Committee) receives these reports from the appropriate manager within the Company. When a committee receives such a report, the Chair of the relevant Committee reports on the discussion to the full Board during the Committee reports portion of the next Board meeting, enabling the full Board to coordinate the risk oversight role, particularly with respect to risk interrelationships.
Our Compensation and Nominating Committee does not believe that our compensation programs encourage excessive or inappropriate risk taking. We structure our pay programs to consist of both fixed and variable compensation, with the fixed base salary portion providing steady income regardless of our stock price performance. The variable components, consisting of cash bonus and stock-based awards, are designed to reward both short and long-term performance. Targets under our bonus plans are a function of contract value (CV) bookings and modified operating income (described in greater detail in the Compensation Discussion and Analysis below), important financial metrics for our business. For long-term performance, we generally have awarded restricted stock units vesting over four years and, commencing March 1, 2023, have also awarded stock options and performance-based restricted stock units. We believe that the variable elements of compensation are a sufficient percentage of overall compensation to motivate executives to produce excellent short and long-term results for the Company, while fixed base salary is also sufficiently high such that the executives are not encouraged to take unnecessary or excessive risks. In addition, our bonus plan funding metrics apply company-wide, regardless of function or client group, which we believe encourages relatively consistent behavior across the organization. We cap our bonus at 1.95 times target company performance. Therefore, even if Company performance dramatically exceeds target performance, bonus payouts are limited. Conversely, we have a minimum threshold on Company performance under our executive bonus plan approved by the Compensation and Nominating Committee so that the bonus plan is not funded at performance below a certain level. We also believe that our Executive Severance Plan described in detail below, which provides severance compensation in the event of involuntary termination of employment without cause and in connection with a change in control, promotes stability and continuity of operations.
Director Candidates
As noted above, the Compensation and Nominating Committee has responsibility for recommending nominees for election as directors of Forrester. Our stockholders may recommend individuals for this committee to consider as potential director candidates by submitting their names and background to the “Forrester Research Compensation and Nominating Committee”, c/o Chief Legal Officer and Secretary, 60 Acorn Park Drive, Cambridge, MA 02140. The Compensation and Nominating Committee will consider a recommended candidate for the next annual meeting of stockholders only if biographical information and background material are provided no later than the date specified below under “Stockholder Proposals” for receipt of director nominations.
The process that the Compensation and Nominating Committee will follow to identify and evaluate candidates includes requests to Board members and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates, and interviews of selected candidates by members of the Compensation and Nominating Committee. Assuming that biographical and background material is provided for candidates recommended by the stockholders, the Compensation and Nominating Committee will evaluate those candidates by following substantially the same process, and applying substantially the same criteria, as for candidates submitted by Board members.
In considering whether to recommend any candidate for inclusion in the Board’s slate of recommended director nominees, including candidates recommended by stockholders, the Compensation and Nominating Committee will apply the criteria set forth in the committee’s charter and in the Corporate Governance Guidelines. These criteria include, among others, the candidate’s integrity, age, experience, commitment, diligence, conflicts of interest, and the ability to act in the interests of all stockholders. Although the Compensation and Nominating Committee considers as one of many factors in the director identification and nomination process diversity of race, gender and ethnicity, as well as geography and business experience, it has no specific diversity policy. The Compensation and Nominating Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. We believe that the backgrounds and qualifications of the directors, considered as a group, should provide a composite mix of experience, knowledge and abilities, including direct operating experience, that will allow the Board to fulfill its responsibilities.
In addition, our by-laws permit stockholders to nominate directors for election at an annual meeting of stockholders, other than as part of the Board’s slate. To nominate a director, in addition to providing certain information about the nominee and the nominating stockholder, the stockholder must give timely notice to Forrester, which, under our advance notice by-law, requires that the notice be received by us no less than 90 nor more than 120 days prior to the anniversary date of the preceding annual meeting of stockholders. In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the company’s nominees must also comply with the additional requirements of Rule 14a-19 under the Securities Exchange Act of 1934. In accordance with our by-laws, the 2025 Annual Meeting will be held on May 13, 2025.
7
Board Diversity
The following Board Diversity Matrix presents our Board diversity statistics in accordance with Nasdaq Rule 5606, as self-disclosed by our directors. We currently satisfy the minimum objectives of Nasdaq Rule 5605(f)(2) by having at least one director who identifies as female and one director who identifies as a member of an Underrepresented Minority (as defined by the Nasdaq Rules).
Board Diversity Matrix (As of April 2, 2024) |
||||
Total Number of Directors |
8 |
|||
|
Female |
Male |
Non-Binary |
Did not |
Part I: Gender Identity |
|
|
|
|
Directors |
2 |
5 |
– |
1 |
Part II: Demographic Background |
|
|
|
|
African American or Black |
– |
1 |
– |
– |
Alaskan Native or Native American |
– |
– |
– |
– |
Asian |
– |
– |
– |
– |
Hispanic or Latinx |
– |
– |
– |
– |
Native Hawaiian or Pacific Islander |
– |
– |
– |
– |
White |
2 |
4 |
– |
– |
Two or More Races or Ethnicities |
– |
– |
– |
– |
LGBTQ+ |
– |
|||
Did not Disclose Demographic Background |
1 |
|||
Communications from Stockholders
The Board will give appropriate attention to communications on issues that are submitted by stockholders, and will respond if and as appropriate. Absent unusual circumstances or as contemplated by committee charters, the Compensation and Nominating Committee, with the assistance of the Chief Legal Officer and Secretary, will be primarily responsible for monitoring communications from stockholders and will provide copies of summaries of such communications to the other directors as deemed appropriate.
Stockholders who wish to send communications on any topic to the Board should address such communications to the Forrester Research Compensation and Nominating Committee, c/o Chief Legal Officer and Secretary, Forrester Research, Inc., 60 Acorn Park Drive, Cambridge, MA 02140.
Environmental, Social and Governance (ESG)
Forrester recognizes the importance of being accountable not only to our stockholders, but also to a broader range of stakeholders, including our customers, employees and the public in general. In addition to our own internal efforts, we have research teams focusing on corporate values, Diversity and Inclusion (“D&I”), and sustainability. We work closely with senior leaders at our clients to advise them on how they can align their ESG efforts with their businesses, and in 2023 we built upon our "green market revolution" research by publishing forecasts, consumer insights, and best-practice reports to help our clients capitalize on the unique business opportunities presented by sustainability. Our goal is to effect positive change in society and for our planet through our research, data, and expertise.
Our culture emphasizes certain key values — including client, courage, collaboration, integrity, and quality — that we believe are critical to deliver Forrester’s unique value proposition of helping business and technology leaders use customer obsession to drive growth. In addition, we seek to foster a culture where employees can be creative, feel supported and empowered, and are encouraged to think boldly about new ideas.
Attracting, retaining, and developing the best and brightest talent around the globe is critical to the ongoing success of our company. To this end, we focus on attracting, hiring, and the inclusion of all backgrounds and perspectives, with the goals of improving employee retention and engagement, strengthening the quality of our research, and improving client retention and customer experience. We field regular all-employee surveys to measure our progress against our goals. In 2023, in addition to the ongoing training to equip employees to play an active role in fostering a safe, respectful, productive, and inclusive work environment, examples of our efforts with respect to D&I included: introducing a new D&I Leadership Advisory Council to help accelerate our D&I goals; increasing employee self-identification within human resource system profiles; ensuring that our events and digital experiences are inclusive and accessible to all; and our continuation of various partnerships to attract and access more talent from underrepresented groups.
8
We have a robust learning and development program and celebrate and enrich the Forrester culture through frequent recognition of achievements. To keep employees and teams connected and inspired to do their best work in a distributed work environment, we have enhanced the learning and development opportunities for our employees across a broad range of initiatives including new hire and onboarding, D&I, and leadership training. We also support our employees’ efforts to serve in their local communities by offering each employee the opportunity to take paid volunteer days each calendar year. In addition, we and our employees frequently contribute funds or goods to support philanthropic and community giving efforts. In 2023, our employees dedicated nearly 1,500 hours to serving their local communities. Past initiatives have included employee participation in sponsored charitable events and distribution of goods through select disaster relief organizations.
Forrester also recognizes a shared responsibility to respect and protect the environment. Although our facilities and operations have a small ecological footprint, we reduce the environmental impact of our business through various waste reduction practices, including WELL and LEED certified/eco-friendly buildings, recycling, and battery disposal. In addition, we have invested in multiple technologies to facilitate remote work that can in many cases reduce the need for travel and the related environmental impacts, and our hybrid work policy should significantly reduce the time spent commuting to most of our major offices, while also lowering our energy consumption and allowing us to use our office spaces more efficiently.
In 2021, we engaged our sustainability research team, which actively advises our clients on building more sustainable business strategies, to assess our carbon emissions and develop a plan to continue to lessen our environmental impact. While we found that our emissions are in line with industry standards, in 2023 we continued to take steps that will help us reduce our carbon footprint by at least 50% from 2019 levels by 2025. In addition to our hybrid work policy, these steps include revisiting our company-wide travel policies to optimize internal and external travel, eliminating emissions from our data center by continuing to accelerate the migration of more of our platforms and services to the cloud, and our events team partnering with One Tree Planted, a global reforestation nonprofit organization, to plant a new tree for every attendee survey response submitted after one of our events.
Our clients trust us with some of their most sensitive confidential information, and we take our obligation to secure it seriously. We have implemented appropriate technical and organizational measures to ensure a level of security appropriate to the risk of disclosure of this information, and we attempt to minimize the amount of personally identifiable information regarding third parties in our possession. When the processing of personally identifiable information is unavoidable, we strive to comply with all applicable laws and regulations, including the European Union General Data Protection Regulation (GDPR), the California Consumer Privacy Act, the California Privacy Rights Act, and similar data privacy laws of other U.S. states. We have also implemented a Privacy Impact Assessment process to be used before we contract with new vendors of products or services that may have access to confidential and/or personal information.
9
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Executive Summary
We have implemented an executive compensation program that rewards performance. Our executive compensation program is designed to attract, retain and motivate the key individuals who are most capable of contributing to the success of our Company and building long-term value for our stockholders. The elements of our executives’ total compensation are base salary, cash incentive awards, equity incentive awards and other employee benefits. We have designed a compensation program that makes a substantial portion of executive pay variable, subject to increase when performance targets are exceeded, and subject to reduction when performance targets are not achieved.
2023 Business Results
In 2023, due primarily to our ongoing product transition to our Forrester Decisions platform amid challenging macroeconomic conditions, we fell short of the financial goals we had set at the beginning of the year, with revenues decreasing by 10.6% to $480.8 million. Despite this, the Company exceeded or met its final revenue, adjusted operating margin and adjusted earnings per share guidance for the year.
Compensation for Performance
A substantial amount of the total compensation of our executive officers is linked to our performance, both through short-term cash incentive compensation and long-term equity incentive compensation. We believe this aligns our executives’ incentives with our objective of enhancing stockholder value over the longer term.
Cash Compensation. A significant portion of the current cash compensation opportunity for our executive officers is achieved through our Amended and Restated Executive Cash Incentive Plan (the “Executive Cash Incentive Plan”). As described in more detail below, payments under the plan are based on company financial performance metrics (for 2023, booked sales accounts for the Company's CV products, or “CV bookings”, and modified operating income). By design, our plan pays more when we perform well and less, or nothing, when we do not.
Equity Awards. Another key component of compensation for our executive officers consists of long-term equity incentives, both in the form of restricted stock units (RSUs) and stock options. In 2023, all stock options and a portion of the RSUs granted to executive officers vest over time, with 25% to vest annually over four years. Additional RSUs granted in 2023 include a performance-based vesting condition tied to CV growth and Adjusted EBITDA margin in 2025. We believe these awards have retention value and reflect a balance between short-term financial performance and long-term stockholder return, supporting our performance-based compensation. Consistent with past years, we did not grant equity awards in 2023 to George Colony, our Chairman and Chief Executive Officer, who is the beneficial owner of approximately 38% of our common stock.
Compensation Program Changes in 2023
Base Salary and Short-Term Cash Incentive Compensation. Based on a review of market data, and taking into account the contributions of the named executive officers and our financial performance in 2022, during its annual executive compensation review our Compensation and Nominating Committee (the “Committee”) increased, effective January 1, 2023, the target cash incentive bonus amount of one named executive officer by 18.9% over 2022, while leaving unchanged the base salaries and target cash incentive bonus amounts of the other named executive officers, as discussed further below. In addition, effective May 1, 2023, the Committee approved, and Mr. Colony agreed to, a reduction in his base salary to $1.00 on an annualized basis for the remainder of 2023.
Executive Cash Incentive Plan. As was the case in recent years, while the Committee approved the same performance matrix for purposes of both the Executive Cash Incentive Plan and the Forrester Employee Bonus Plan, the Committee decided to place a stronger emphasis on exceeding, rather than just meeting, the target metrics for the executive team. Accordingly, the Committee approved different percentage payouts at various performance levels for the Executive Cash Incentive Plan than the Forrester Employee Bonus Plan, with executive officers achieving less compensation if 2023 performance were to meet or fall short of the targeted levels, and additional compensation for performance above the targeted levels.
Long-Term Equity Incentive Compensation. In recent years, the Committee has approved annual equity awards to our executive officers consisting solely of time-based RSUs. In 2023, based on a review of competitive data concerning equity-based awards and recommendations of our independent compensation consultant, the Committee determined that the equity awards to our executive officers would consist of a combination of time-based and performance-based RSUs, with the latter vesting only upon the satisfaction
10
of predetermined performance targets. In addition, the Committee granted stock options to the named executive officers other than Mr. Colony that would vest over time and have value only if our stock price increased from the price on the date of grant and if the recipient continued to provide service to the Company as an employee through the vesting date.
Stock Retention Guidelines. As a result of its annual review of the Company's stock retention guidelines described in more detail below, the Committee decided to update the retention targets for all executive officers and directors effective April 1, 2023 to align the targets with changes in annual compensation and stock market fluctuations.
Say on Pay Stockholder Vote. As we have done each year since 2011, in 2023 we submitted our executive compensation program to an advisory vote of our stockholders and, consistent with the results of our previous say on pay votes, it received the support of 99% of the total votes cast at our annual meeting. We pay careful attention to any feedback we receive from our stockholders about our executive compensation program, including the say on pay vote. The Committee considered this feedback when setting our executive cash compensation program and granting equity awards to executives in 2023 and will continue to consider stockholder feedback in its subsequent executive compensation decision making.
Compensation Objectives and Strategy
The primary purpose of our executive compensation program is to attract, retain and motivate the key individuals who are most capable of contributing to the success of our Company and building long-term value for our stockholders. Our principal objectives and strategy concerning our executive compensation program are as follows:
These objectives and strategy are reviewed each year by the Committee, which oversees our executive compensation program. In furtherance of these objectives, the Committee takes the following actions each year:
Mr. Colony also plays a substantial role in the compensation process for the other executive officers, primarily by recommending annual goals for the executives reporting directly to him, evaluating their performance against those goals, and providing recommendations on their compensation to the Committee.
In mid-2022, we engaged Semler Brossy as an independent compensation consultant to help us assess the compensation paid to our executives. The findings of Semler Brossy were referenced by Forrester management in working with the Committee to formulate compensation recommendations for 2023, with an emphasis on long-term incentives. This included the introduction of performance-based restricted stock unit awards and stock option awards for certain executives and a market adjustment to the target cash incentive bonus amount of one of our executives (as described in more detail below), but were not otherwise used to specifically target compensation or create a compensation framework. The Committee did not separately engage an independent compensation consultant in 2023 for its general executive compensation analysis because the members were comfortable relying on their independent review of the market data, surveys and other supporting information provided by management, taking into account that the Company does not
11
offer special perquisites, deferred compensation plans, or other special executive compensation arrangements. The Committee believes it is adequately experienced to address relevant issues and discharge its responsibilities consistent with the Company’s compensation objectives and philosophy.
The Committee has not historically used formal benchmarking data to establish compensation levels but has relied instead on relevant market data and surveys to design compensation packages that it believes are competitive with other similarly situated companies or those with whom we compete for talent. While compensation surveys provide useful data for comparative purposes, the Committee believes that successful compensation programs also require the application of sound judgment and subjective determinations of individual and Company performance.
The Committee believes it is helpful to utilize data compiled from a wide array of companies and believes it important to consider comparative data from companies of comparable size and revenue, operating within a comparable industry, and located or operating within our principal geographic markets. In setting executive compensation for 2023, the Committee primarily considered data from the Radford Global Compensation Database, which included companies with annual revenues from $200 million to $1 billion, as well as comparable companies in the industries and geographies applicable to our executives. For each of the Company’s executive officers, the data the Committee reviewed included comparative market percentiles for base salary, total annual cash compensation opportunity (or “on-target earnings”), and total direct compensation (on-target earnings plus equity incentives). The Committee determined that each of the compensation components of the named executive officers, other than Mr. Colony, were aligned with the comparative market data considering experience, role criticality, and performance and, accordingly, made its decisions regarding 2023 executive compensation with the goal of maintaining that status.
Since Mr. Colony owns such a substantial percentage of our common stock, the Committee generally does not deem the available market data on chief executive officer compensation as comparable and does not place substantial weight on that data when setting his executive compensation.
Elements of Compensation
Compensation for our named executive officers consists of the following principal components:
We do not have an express policy for weighting different elements of compensation or for allocating between long-term and short-term compensation, but we do attempt to maintain compensation packages that will advance our overall compensation objectives. In reviewing and setting the compensation of each executive officer, we consider the individual’s position with the Company and his or her ability to contribute to achievement of strategic and financial objectives.
In 2023, as illustrated below, base salaries for our named executive officers other than Mr. Colony represented an average of approximately 22.9% of total target compensation for these individuals, while the base salary for Mr. Colony (before giving effect to the temporary reduction described in more detail below) represented 40.7% of his total target compensation. Because of Mr. Colony’s significant ownership of our common stock, the Committee generally does not grant equity-based awards to him, resulting in a higher ratio of base salary to total target compensation than that of the other named executive officers.
12
Base Salary. The Committee approves the base salaries of our named executive officers annually by evaluating the responsibilities of their position, the experience and performance of the individual, and as necessary or appropriate, survey and market data. The base salary of a named executive officer is also considered together with the other components of his or her compensation to ensure that both the executive’s total cash compensation opportunity (or “on-target earnings”) and the allocation between base salary and variable compensation for the executive are in line with our overall compensation philosophy and business strategy. Additionally, the Committee may adjust base salary more frequently than annually to address retention issues or to reflect promotions or other changes in the scope or breadth of an executive’s role or responsibilities.
Our goal is to pay base salaries to our named executive officers that are competitive with the base salaries of companies that are similarly situated or with which we compete to attract and retain executives, while taking into account total on-target earnings, and remaining consistent with our overall compensation objectives with respect to variable compensation. In February 2023, taking into account our financial performance in 2022, the Committee decided to leave the base salaries of the named executive officers unchanged from 2022. In addition, effective May 1, 2023, as part of various cost reduction activities undertaken by the Company, the Committee approved, and Mr. Colony agreed to, a reduction in Mr. Colony’s base salary to $1.00 on an annualized basis for the remainder of 2023.
Short-Term Cash Incentive Compensation. A significant portion of each of our named executive officers’ total annual cash compensation is dependent on our achievement of annual financial objectives set forth under our Executive Cash Incentive Plan. Payouts under the plan are made annually in arrears.
An individual named executive officer’s annual bonus payout under the Executive Cash Incentive Plan is based on the following factors, which are discussed in more detail below:
Effective January 1, 2023, as part of its executive compensation reviews, the Committee increased the target cash incentive bonus amount for L. Christian Finn, our Chief Financial Officer, by 18.9% to $315,000, a target incentive of 75% of his base salary, while leaving the target cash incentive bonus amounts for the other named executive officers unchanged from 2022, taking into account the Company’s financial performance in 2022, the market data discussed above, and the respective tenures, experience and performance of our named executive officers. After giving effect to this increase, the average annual target cash incentive bonus amount for our named executive officers was approximately 80.5% of that person’s base salary.
For purposes of the Executive Cash Incentive Plan, the financial performance of our Company for 2023 was measured based on booked sales accounts of our CV products (referred to as “CV bookings”) and modified operating income. Generally speaking, we define CV products as those services that our clients use over a year’s time and that are renewable periodically, usually on an annual basis. Our CV products primarily consist of our subscription research products. Because CV products are our most profitable products and historically our contracts for CV products have renewed at high rates (as measured by our client retention and wallet retention metrics), the Company views CV as one of its key metrics. The Committee also selected CV bookings as one of the metrics because we believe that CV bookings provide an important measure of our current business activity and estimated future revenues.
We define modified operating income to mean the Company’s operating income assuming cash incentive compensation payouts under the Executive Cash Incentive Plan and the Forrester Employee Bonus Plan at target levels and excluding amortization of acquisition-related intangible assets, restructuring costs, costs associated with acquisition activities, stock-based compensation and other non-recurring items. The Committee selected modified operating income as the other key metric because we believe modified operating income provides a comprehensive measure of our financial performance that takes into account the importance of both revenue growth and expense management. In addition, by linking payouts under the plan to the Company’s profitability, we provide our employees with the opportunity to share in our profits while assuring that payouts are only made if we achieve a satisfactory, pre-approved level of profitability, taking into account the nature of our business, planned investments to support growth of the business, and the economic environment.
The Committee may adjust the CV bookings and modified operating income metrics, as it deems appropriate, to include or exclude particular non-recurring items to avoid unanticipated results and to promote, and provide appropriate incentives for, actions and decisions that are in the best interests of the Company and its stockholders.
13
The Executive Cash Incentive Plan was structured as follows in 2023, similar in structure to that in 2022:
|
|
|
|
|
Modified |
|
||
|
|
CV |
|
|
Operating |
|
||
|
|
Bookings |
|
|
Income |
|
||
Minimum |
|
$ |
338,494 |
|
|
$ |
58,491 |
|
Target |
|
$ |
376,104 |
|
|
$ |
73,113 |
|
Maximum |
|
$ |
413,715 |
|
|
$ |
87,736 |
|
The Company’s actual CV bookings and modified operating income for 2023 were $322.7 million and $45.6 million, respectively, resulting in none of the target awards being payable. This illustrates the pay for performance structure of the compensation awarded to our named executive officers, as our 2023 CV bookings and modified operating income were both substantially below our target levels. Following its determination that no bonuses could be paid to the named executive officers under the Executive Cash Incentive Plan based on our failure to achieve the minimum CV bookings and modified operating income levels, the Committee considered the contributions of our named executive officers to expense management and evaluated the Company’s performance during a difficult 2023, driven by the product transition to our Forrester Decisions platform amid challenging macroeconomic conditions. Based on that evaluation, the Committee determined to award each of the named executive officers a discretionary cash bonus equal to 40% of such officer’s target award under the Executive Cash Incentive Plan as of December 31, 2023, as is set forth in the Summary Compensation Table under the heading “Bonus.”
Pursuant to our employment offer letter dated December 12, 2022 with Mr. Swan that was approved by the Committee, Mr. Swan received an additional sign-on bonus of $100,000.
Long-term Equity Incentive Compensation. Our annual equity awards to executive officers historically have consisted of time-based RSUs granted under our equity incentive plan. In February 2023, after reviewing competitive data concerning executive equity-based awards and the recommendations of our independent compensation consultant, the Committee revised the Company's stock-based compensation program for executive officers to consist of a combination of time-based and performance-based RSUs, with the latter vesting only upon the satisfaction of predetermined performance targets. In addition, the Committee determined to make a one-time grant of time-based stock options to certain executive officers, including the named executive officers other than Mr. Colony. The number of RSUs and stock options awarded were calculated with reference to a specific compensation value divided by the share price of our common stock on the award date.
All stock-based compensation awards granted to our executive officers are granted by the Committee. We believe that stock-based awards help to motivate and retain executives and also align management’s incentives with long-term stock price appreciation. In general, we believe that the combination of time-based and performance-based awards serves to encourage retention while further aligning the interests of executives and stockholders, as the awards have value only if the recipient continues to provide service to the Company through the vesting date and (in the case of stock options) our stock price increases from that at grant date or (in the case of performance-based RSUs) performance metrics are met. In addition, while time-based RSUs have immediate compensatory value to the recipient upon vesting, increases in our share price provide significant additional compensatory value to the recipient, and decreases in the share price reduce the original compensation value of the award. Neither the Company nor our board of directors, including the
14
Committee, has any plan, program or practice of timing equity incentive awards in coordination with the release or withholding of material non-public information.
In determining the size and nature of stock-based awards for 2023, the Committee considered the aggregate number of stock-based awards outstanding relative to the Company’s total shares outstanding, the average aggregate size of stock-based awards made to executive officers of companies that are similarly situated or with which we compete to attract and retain executives, and the individuals that they believed were most likely to contribute to or influence a return to the Company’s historical growth levels and improvement in the Company’s operating margin. On February 6, 2023, the Committee reviewed and approved the grant of time-based RSUs, performance-based RSUs (PSUs), and time-based stock options to each of Mr. Finn, Carrie Johnson, our Chief Product Officer, Sharyn Leaver, our Chief Research Officer, and Nate Swan, our Chief Sales Officer, effective March 1, 2023, as follows: Mr. Finn was granted 15,133 RSUs, 4,993 PSUs, and 30,266 stock options; Ms. Johnson was granted 15,133 RSUs, 4,993 PSUs, and 30,266 stock options; Ms. Leaver was granted 9,836 RSUs, 3,246 PSUs, and 22,699 stock options; and Mr. Swan was granted 4,993 PSUs and 30,266 stock options. The Committee determined that the time-based RSUs and stock options would vest 25% annually over four years. The stock options were granted at an exercise price of $33.04, which was equal to the closing market price of our common stock on the grant date of March 1, 2023.
Each PSU granted to the named executive officers in 2023 entitles the applicable officer to receive on or after March 1, 2026, prior to deducting the applicable number of shares necessary to satisfy withholding tax obligations, one share of the Company's common stock, if each of the two performance levels described below are met and the officer remains employed by the Company. The first performance metric is the Company's CV as of December 31, 2025 (referred to as Measurement Year CV), as reported along with the release of our consolidated financial results for the fiscal year ending December 31, 2025, and as adjusted to reflect the foreign currency rates used to calculate the Company's CV reported for the year ended December 31, 2022. The second performance metric is the Company's Adjusted EBITDA margin for the year ending December 31, 2025 (referred to as Measurement Year Adjusted EBITDA Margin), defined as our consolidated adjusted income from operations plus depreciation, divided by total revenues, as reported along with the release of our consolidated financial results for the year ending December 31, 2025. If both target performance levels are exactly met, the PSUs will vest at 100%. Failure to achieve the minimum performance threshold for CV will result in forfeiture of all of the PSUs. If the Company achieves the minimum performance level for CV, a number of PSUs equal to 75% of the total PSUs (referred to as the "CV Growth PSUs") will vest as follows. The aggregate number of CV Growth PSUs that will vest will be equal to the CV Growth PSUs multiplied by the applicable percentage set forth in the table below. If Measurement Year CV falls between two of the percentiles below, the applicable percentage will be interpolated on a straight-line basis.
|
|
Applicable Percentage |
Measurement Year CV |
|
of CV Growth PSUs |
90% of CV Growth Target (Minimum CV Growth Threshold) |
|
30% |
95% of CV Growth Target |
|
50% |
CV Growth Target |
|
100% |
105% of CV Growth Target |
|
150% |
If the Company achieves the minimum performance levels for both CV and Adjusted EBITDA Margin, a number of PSUs equal to 25% of the total PSUs (referred to as the "Adjusted EBITDA Margin PSUs") will vest as follows. The aggregate number of Adjusted EBITDA Margin PSUs that will vest will be equal to the Adjusted EBITDA Margin PSUs multiplied by the applicable percentage set forth in the table below. If Measurement Year Adjusted EBITDA Margin falls between two of the percentiles below, the applicable percentage will be interpolated on a straight-line basis.
Measurement Year |
|
Applicable Percentage of |
Adjusted EBITDA Margin |
|
Adjusted EBITDA Margin PSUs |
One % point below Adjusted EBITDA Margin Target (Minimum Adjusted EBITDA Margin Threshold) |
|
30% |
Adjusted EBITDA Margin Target |
|
100% |
One % point above Adjusted EBITDA Margin Target |
|
150% |
The maximum number of shares that can vest under each PSU award is 150% of the original grant amount. The Committee decided that using scaled metrics was appropriate to achieve the objectives of longer-term strategic thinking and retention of key talent, taking into account planned investments to support growth in the business and the overall business environment. The Committee may appropriately adjust any evaluation of performance to the extent deemed necessary to take into account non-recurring items including, but not limited to, acquisitions, divestitures or significant restructuring charges.
On March 28, 2023, the Committee approved the grant of additional PSUs effective April 3, 2023 to correct a scrivener's error in the March 1 grant amounts, as follows: Mr. Finn was granted 2,573 additional PSUs; Ms. Johnson was granted 2,573 additional PSUs; Ms. Leaver was granted 1,672 additional PSUs; and Mr. Swan was granted 2,573 additional PSUs. These additional PSUs are subject to the same vesting schedule and performance conditions as the previously-issued PSUs.
15
On February 1, 2023, pursuant to his previously-referenced employment offer letter, Mr. Swan received an award of 13,199 RSUs that vest 25% annually over four years.
Given Mr. Colony’s significant ownership of our common stock, the Committee did not grant stock options or RSUs to Mr. Colony in 2023.
Severance and Change in Control Agreements. Effective May 15, 2014, we adopted the Forrester Research, Inc. Executive Severance Plan (the “Severance Plan”), applicable to all of our executive officers, including the named executive officers. Similar to plans maintained by many other companies, our Severance Plan provides for payments and benefits to our executive officers upon a qualifying termination of employment, including in connection with a change in control. Further detail on the Severance Plan is contained below under the heading “Severance and Change-of-Control Benefits.” We believe that the Severance Plan functions as a retention tool for our executive officers to remain with the Company and enable the executive officers to focus on the continuing business operations and, as applicable, the success of a potential business combination that the Board of Directors has determined to be in the best interests of the stockholders. We believe this results in stability and continuity of operations.
Other Benefits
As employees of our Company, our executive officers are eligible to participate in all Company-sponsored benefit programs on the same basis as other full-time employees, including health and dental insurance and life and disability insurance. In addition, our executive officers are eligible to receive the same employer match under our 401(k) plan as is applicable for all participating employees and to participate in our employee stock purchase plan, pursuant to which participants may elect to purchase shares of our stock on a semi-annual basis at a 15% discount based on the lower of the price of our stock at the beginning and end of each period. We do not offer any supplemental executive health and welfare or retirement programs, or provide any other supplemental benefits or perquisites, to our executives.
Stock Retention Guidelines
Our Corporate Governance Guidelines include stock retention guidelines to further align the interests of our directors and executive officers with those of our stockholders. Members of our executive team and Board of Directors are subject to these stock retention guidelines for so long as they remain an executive officer, or serve as a director, of the Company.
The guidelines require directors of the Company to acquire and hold during their service as a Forrester Board member shares of Forrester’s common stock (“Common Stock”) equal in value to at least two times their total annual compensation from Forrester (including cash retainer and grant date value of equity grants) as in effect on April 1, 2023 (or, if later, the date of commencement of Board service or such other date as the Committee shall designate). Directors have five years from April 23, 2019 (or, if later, the date of commencement of Board service) to meet the target stock ownership guideline.
Executive officers of the Company are required to acquire and hold during their service as a Forrester executive team member shares of Common Stock equal in value to at least one times their total annual on-target earnings (defined as base salary plus total annual cash compensation opportunity) as in effect on April 1, 2023 (or, if later, the date of commencement of executive team service or such other date as the Committee shall designate). Executive officers with fewer than two years tenure on the executive team as of April 23, 2019 or that become executive officers thereafter have five years from April 23, 2019 (or, if later, the date of commencement of executive team service) to meet the target stock ownership guideline, and officers with two or more years tenure on the executive team as of April 23, 2019 had three years from such date to meet the target stock ownership guideline.
In April of 2023 the Committee determined that the retention targets for all executive officers and directors would be adjusted, effective immediately, using the average closing stock price of the Company during March 2023 and the on-target earnings (for executive officers) and total compensation (for directors) as of April 1, 2023 for purposes of calculating such targets.
Until such time as a director or officer reaches his or her share ownership guideline, the director or officer may sell shares of Common Stock only to the extent that, subsequent to such sale, such director or officer continues to hold more shares than he or she held as of December 31 of the preceding year. In addition, if a director or officer has not reached his or her share ownership guideline within the required accumulation period, he or she will be required to retain 100% of the net shares of Forrester common stock delivered to him or her upon the exercise or vesting of stock awards held by him or her until such guideline is reached. Net shares are the number of shares remaining after shares are sold or netted to pay the exercise price of stock options and withholding taxes. For directors, the applicable withholding taxes will be presumed to be the minimum withholding tax applicable to an employee. All directors and executive officers are expected to continuously own sufficient shares to meet the guideline once it has been reached. Unexercised stock options and unvested restricted stock units will not count toward meeting the stock ownership guidelines.
16
These guidelines may be waived, at the discretion of the Committee, if compliance with the guidelines would create severe hardship or prevent an executive officer or director from complying with a court order. The Committee will reassess these guidelines on an annual basis, taking into account factors such as compensation and stock price changes. Our directors and executive officers have complied in full with these guidelines since their initial adoption.
Impact of Tax and Accounting on Compensation Decisions
As a result of federal tax legislation enacted in December 2017, compensation paid to certain of our executive officers in excess of $1 million per person per year will not be deductible unless it qualifies for transition relief applicable to certain compensation arrangements in place as of November 2, 2017 and not later materially modified.
The Committee believes that the interests of our stockholders are best served if the Committee continues to retain flexibility and discretion to approve and amend compensation plans, agreements and arrangements to support our corporate objectives, even if a plan, agreement or arrangement does not qualify for full or partial tax deductibility and even if an amendment results in a loss or limitation of tax deductibility. Despite the changes as a result of the 2017 tax legislation, the Committee currently expects (consistent with its executive compensation philosophy) to structure executive compensation programs such that a significant portion of executive compensation is linked to our performance.
The Committee also takes into consideration the accounting treatment of the different forms of awards it may grant to executive officers.
Compensation Committee Report
The Compensation and Nominating Committee of the Board of Directors has reviewed and discussed the Compensation Discussion and Analysis included in this proxy statement with management and, based on this review and discussion, recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.
Compensation and Nominating Committee
Robert M. Galford, Chair
David Boyce
Gretchen G. Teichgraeber
The information contained in the report above shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate it by reference in any such filing.
17
SUMMARY COMPENSATION TABLE
The following table shows the compensation earned by our Chief Executive Officer, our Chief Financial Officer, and each of our three other most highly compensated executive officers as of December 31, 2023. We refer to these officers as the “named executive officers.”
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity |
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
Stock |
|
|
Option |
|
|
Incentive Plan |
|
|
All Other |
|
|
|
|
||||||||
|
|
|
|
|
Salary |
|
|
Bonus |
|
|
Awards |
|
|
Awards |
|
|
Compensation |
|
|
Compensation |
|
|
Total |
|
||||||||
Name and Principal Position |
|
Year |
|
|
($) |
|
|
($)(1) |
|
|
($)(2) |
|
|
($)(2) |
|
|
($) |
|
|
($)(3) |
|
|
($) |
|
||||||||
George F. Colony |
|
2023 |
|
|
|
207,993 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
36,928 |
|
|
|
244,921 |
|
|
Chairman of the Board and |
|
2022 |
|
|
|
597,896 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
371,250 |
|
|
|
23,484 |
|
|
|
992,630 |
|
|
Chief Executive Officer |
|
2021 |
|
|
|
461,923 |
|
|
|
150,000 |
|
|
|
— |
|
|
|
— |
|
|
|
922,500 |
|
|
|
17,845 |
|
|
|
1,552,268 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
L. Christian Finn |
|
|
2023 |
|
|
|
420,275 |
|
|
|
125,993 |
|
|
|
746,862 |
|
|
|
430,930 |
|
|
|
— |
|
|
|
19,894 |
|
|
|
1,743,954 |
|
Chief Financial Officer |
|
|
2022 |
|
|
|
420,083 |
|
|
|
— |
|
|
|
499,978 |
|
|
|
— |
|
|
|
145,736 |
|
|
|
11,320 |
|
|
|
1,077,117 |
|
|
|
2021 |
|
|
|
110,385 |
|
|
|
200,000 |
|
|
|
999,986 |
|
|
|
— |
|
|
|
229,503 |
|
|
|
446 |
|
|
|
1,540,319 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Carrie Johnson |
|
|
2023 |
|
|
|
425,300 |
|
|
|
127,500 |
|
|
|
746,862 |
|
|
|
430,930 |
|
|
|
— |
|
|
|
17,820 |
|
|
|
1,748,412 |
|
Chief Product Officer |
|
|
2022 |
|
|
|
428,750 |
|
|
|
— |
|
|
|
449,950 |
|
|
|
— |
|
|
|
175,313 |
|
|
|
11,766 |
|
|
|
1,065,779 |
|
|
|
|
2021 |
|
|
|
387,385 |
|
|
|
50,000 |
|
|
|
399,979 |
|
|
|
— |
|
|
|
445,500 |
|
|
|
9,780 |
|
|
|
1,292,644 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sharyn Leaver |
|
|
2023 |
|
|
|
375,600 |
|
|
|
90,000 |
|
|
|
485,449 |
|
|
|
323,191 |
|
|
|
— |
|
|
|
8,742 |
|
|
|
1,282,982 |
|
Chief Research Officer |
|
|
2022 |
|
|
|
374,556 |
|
|
|
— |
|
|
|
324,981 |
|
|
|
— |
|
|
|
123,750 |
|
|
|
10,400 |
|
|
|
833,687 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Nate Swan(4) |
|
|
2023 |
|
|
|
410,858 |
|
|
|
234,400 |
|
|
|
746,845 |
|
|
|
430,930 |
|
|
|
1,000 |
|
|
|
21,257 |
|
|
|
1,845,290 |
|
Chief Sales Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
18
GRANTS OF PLAN-BASED AWARDS FOR 2023
The following table sets forth information with respect to plan-based awards granted to named executive officers in 2023.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grant |
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other |
|
|
|
|
|
Date |
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other |
|
|
Option |
|
|
|
|
|
Fair |
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock |
|
|
Awards: |
|
|
Exercise |
|
|
Value of |
|
||||||||||||
|
|
|
|
|
|
|
|
Estimated Possible Payouts Under |
|
|
Estimated Future Payouts Under |
|
|
Awards: |
|
|
Number of |
|
|
or Base |
|
|
Stock |
|
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
Non-Equity Incentive Plan |
|
|
Equity Incentive Plan |
|
|
Number of |
|
|
Securities |
|
|
Price of |
|
|
and |
|
||||||||||||||||||||||||
|
|
|
|
|
Committee |
|
|
Awards(1) |
|
|
Awards(2) |
|
|
Shares of |
|
|
Underlying |
|
|
Option |
|
|
Option |
|
||||||||||||||||||||||||
|
|
Grant |
|
|
Approval |
|
|
Threshold |
|
|
Target |
|
|
Maximum |
|
|
Threshold |
|
|
Target |
|
|
Maximum |
|
|
Stock |
|
|
Options |
|
|
Awards |
|
|
Awards |
|
||||||||||||
Name |
|
Date |
|
|
Date |
|
|
($) |
|
|
($) |
|
|
($) |
|
|
(#) |
|
|
(#) |
|
|
(#) |
|
|
(#) |
|
|
(#) |
|
|
($/Sh) |
|
|
($)(3) |
|
||||||||||||
George F. Colony |
|
|
— |
|
|
|
— |
|
|
|
270,000 |
|
|
|
675,000 |
|
|
|
1,316,250 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
L. Christian Finn |
|
|
— |
|
|
|
— |
|
|
|
125,993 |
|
|
|
314,981 |
|
|
|
614,213 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
03/01/23 |
|
|
02/06/23 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
30,266 |
|
|
|
33.04 |
|
|
|
430,930 |
|
||
|
|
03/01/23 |
|
|
02/06/23 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
15,133 |
|
|
|
— |
|
|
|
— |
|
|
|
499,994 |
|
||
|
|
03/01/23 |
|
|
02/06/23 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,123 |
|
|
|
4,993 |
|
|
|
7,490 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
164,969 |
|
||
|
|
04/03/23 |
|
|
03/28/23 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
579 |
|
|
|
2,573 |
|
|
|
3,860 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
81,899 |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Carrie Johnson |
|
|
— |
|
|
|
— |
|
|
|
127,500 |
|
|
|
318,750 |
|
|
|
621,563 |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|||
|
|
03/01/23 |
|
|
02/06/23 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
30,266 |
|
|
|
33.04 |
|
|
|
430,930 |
|
||
|
|
03/01/23 |
|
|
02/06/23 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
15,133 |
|
|
|
— |
|
|
|
— |
|
|
|
499,994 |
|
||
|
|
03/01/23 |
|
|
02/06/23 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,123 |
|
|
|
4,993 |
|
|
|
7,490 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
164,969 |
|
||
|
|
04/03/23 |
|
|
03/28/23 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
579 |
|
|
|
2,573 |
|
|
|
3,860 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
81,899 |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Sharyn Leaver |
|
|
— |
|
|
|
— |
|
|
|
90,000 |
|
|
|
225,000 |
|
|
|
438,750 |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|||
|
|
03/01/23 |
|
|
02/06/23 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
22,699 |
|
|
|
33.04 |
|
|
|
323,191 |
|
||
|
|
03/01/23 |
|
|
02/06/23 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
9,836 |
|
|
|
— |
|
|
|
— |
|
|
|
324,981 |
|
||
|
|
03/01/23 |
|
|
02/06/23 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
730 |
|
|
|
3,246 |
|
|
|
4,869 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
107,248 |
|
||
|
|
04/03/23 |
|
|
03/28/23 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
376 |
|
|
|
1,672 |
|
|
|
2,508 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
53,220 |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Nate Swan |
|
|
— |
|
|
|
— |
|
|
|
134,400 |
|
|
|
336,000 |
|
|
|
655,200 |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|||
|
|
02/01/23 |
|
|
12/20/22 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
13,199 |
|
|
|
— |
|
|
|
— |
|
|
|
499,978 |
|
|||||
|
|
03/01/23 |
|
|
02/06/23 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
30,266 |
|
|
|
33.04 |
|
|
|
430,930 |
|
|||||
|
|
03/01/23 |
|
|
02/06/23 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,123 |
|
|
|
4,993 |
|
|
|
7,490 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
164,969 |
|
||
|
|
04/03/23 |
|
|
03/28/23 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
579 |
|
|
|
2,573 |
|
|
|
3,860 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
81,899 |
|
||
19
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END
The following table sets forth information for the named executive officers regarding outstanding option awards and stock awards held as of December 31, 2023.
|
|
Option Awards |
|
|
Stock Awards |
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Incentive |
|
|
Equity Incentive |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan |
|
|
Plan |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards: |
|
|
Awards: Market or |
|
||||||
|
|
Number of |
|
|
Number of |
|
|
|
|
|
|
|
|
Number of |
|
|
Payout Value of |
|
||||||
|
|
Securities |
|
|
Securities |
|
|
|
|
|
|
|
|
Unearned Shares, |
|
|
Unearned Shares, |
|
||||||
|
|
Underlying |
|
|
Underlying |
|
|
|
|
|
|
|
|
Units |
|
|
Units |
|
||||||
|
|
Unexercised |
|
|
Unexercised |
|
|
Option |
|
|
|
|
|
or Other |
|
|
or Other |
|
||||||
|
|
Options |
|
|
Options |
|
|
Exercise |
|
|
Option |
|
|
Rights That |
|
|
Rights That |
|
||||||
|
|
(#) |
|
|
(#) |
|
|
Price |
|
|
Expiration |
|
|
Have Not Vested |
|
|
Have Not Vested |
|
||||||
Name |
|
Exercisable |
|
|
Unexercisable |
|
|
($) |
|
|
Date |
|
|
(#) |
|
|
($)(1) |
|
||||||
George F. Colony |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
L. Christian Finn |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
10,080(2) |
|
|
|
270,245 |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
7,450(3) |
|
|
|
199,735 |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
15,133(4) |
|
|
|
405,716 |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
7,566(5) |
|
|
|
45,640 |
|
|
|
|
|
— |
|
|
30,266(6) |
|
|
|
33.04 |
|
|
2/28/2033 |
|
|
|
— |
|
|
|
— |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Carrie Johnson |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
2,431(7) |
|
|
|
65,175 |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
4,406(8) |
|
|
|
118,125 |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
6,705(3) |
|
|
|
179,761 |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
15,133(4) |
|
|
|
405,716 |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
7,566(5) |
|
|
|
45,640 |
|
|
|
|
|
— |
|
|
30,266(6) |
|
|
|
33.04 |
|
|
2/28/2033 |
|
|
|
— |
|
|
|
— |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Sharyn Leaver |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
694(7) |
|
|
|
18,606 |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
1,652(8) |
|
|
|
44,290 |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
4,842(3) |
|
|
|
129,814 |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
9,836(4) |
|
|
|
263,703 |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
4,918(5) |
|
|
|
29,667 |
|
|
|
|
|
— |
|
|
22,699(6) |
|
|
|
33.04 |
|
|
2/28/2033 |
|
|
|
— |
|
|
|
— |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Nate Swan |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
13,199(9) |
|
|
|
353,865 |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
7,566(5) |
|
|
|
45,640 |
|
|
|
|
|
— |
|
|
30,266(6) |
|
|
|
33.04 |
|
|
2/28/2033 |
|
|
|
— |
|
|
|
— |
|
||
20
OPTION EXERCISES AND STOCK VESTED TABLE FOR 2023
The following table sets forth information for the named executive officers regarding the value realized during 2023 by the executives pursuant to option exercises and the vesting of RSUs.
|
|
Option Awards |
|
|
Stock Awards |
|
||||||||||
|
|
Number of |
|
|
|
|
|
Number of |
|
|
|
|
||||
|
|
Shares |
|
|
Value |
|
|
Shares |
|
|
Value |
|
||||
|
|
Acquired |
|
|
Realized |
|
|
Acquired on |
|
|
Realized |
|
||||
|
|
on Exercise |
|
|
on Exercise |
|
|
Vesting |
|
|
on Vesting |
|
||||
Name |
|
(#) |
|
|
($) |
|
|
(#) |
|
|
($) |
|
||||
George F. Colony |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
L. Christian Finn |
|
|
— |
|
|
|
— |
|
|
|
7,524 |
|
|
|
227,727 |
|
Carrie Johnson |
|
|
— |
|
|
|
— |
|
|
|
9,081 |
|
|
|
295,723 |
|
Sharyn Leaver |
|
|
— |
|
|
|
— |
|
|
|
3,724 |
|
|
|
121,712 |
|
Nate Swan |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Pension Benefits
We have no defined benefit pension plans or long-term incentive plans applicable to the named executive officers.
Nonqualified Deferred Compensation
We have no nonqualified defined contribution or deferred compensation plans.
Severance and Change-of-Control Benefits
Effective May 15, 2014, our Board of Directors adopted and approved the Forrester Research, Inc. Executive Severance Plan (the “Severance Plan”), which is applicable to all of the Company’s executive officers, including the named executive officers. The Severance Plan provides for the payment of severance and other benefits to each executive officer in the event of a termination of employment with the Company without cause and also, in the case of a change in control, by an executive officer for good reason, each as defined in the Severance Plan (each, a “Qualifying Termination”). In the event of a Qualifying Termination and subject to the executive’s execution of a general release of claims against the Company, in addition to any accrued obligations such as unpaid base salary, vacation and earned bonuses, the Severance Plan provides for the following severance payments and benefits:
21
The Severance Plan shall also reimburse each executive officer whose termination of employment results from a change of control all reasonable legal fees and expenses incurred to obtain or enforce rights or benefits under the Severance Plan if the executive officer prevails in substantial part on the material issues of the proceeding.
The Severance Plan does not provide for a gross-up payment to any of the executive officers to offset any excise taxes that may be imposed on excess parachute payments under Section 4999 (“Excise Tax”) of the Internal Revenue Code of 1986, as amended. Instead, the Severance Plan provides that in the event that the severance payments and benefits described above, and any other parachute payments, would, if paid, be subject to the Excise Tax, then the severance payments and benefits under the Severance Plan will be reduced to the extent necessary so that no portion of the payments or benefits under the Severance Plan are subject to the Excise Tax, provided that there shall be no such reduction if the net amount of the payments received by the executive officer after giving effect to all applicable taxes is greater than the net amount of the payments received by the executive officer after giving effect to the reduction.
We have not entered into agreements providing for severance benefits with any of the other named executive officers. Each of our named executive officers other than Mr. Colony has entered into stock option and restricted stock unit grant agreements that provide for full acceleration of vesting upon a change of control of the Company, unless there is an assumption, substitution or cash-out of the options or restricted stock units in connection with the change of control.
22
The following table provides the details of payments that would have been paid to, or value that would have been received by, the named executive officers in connection with either a change of control, a termination of employment without cause or for good reason in connection with a change of control, or a termination of employment without cause in the absence of a change of control, in each case effective as of December 31, 2023.
|
|
|
|
|
|
|
|
|
|
Payment in |
|
|
|
|
|
Value of |
|
|
|
|
||||||
|
|
|
|
|
|
|
Annual |
|
|
Lieu of |
|
|
|
|
|
Accelerated |
|
|
|
|
||||||
|
|
|
|
Salary |
|
|
Incentive |
|
|
Medical and |
|
|
Outplacement |
|
|
Unvested |
|
|
|
|
||||||
|
|
|
|
Continuation |
|
|
Compensation |
|
|
Dental |
|
|
Assistance |
|
|
Equity |
|
|
Total |
|
||||||
Name |
|
Event (1) |
|
($) |
|
|
($) |
|
|
($) |
|
|
($)(2) |
|
|
($)(3) |
|
|
($) |
|
||||||
George F. Colony |
|
Change in Control |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Termination Upon |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Change in Control |
|
|
1,200,000 |
|
|
|
2,118,750 |
|
|
|
31,535 |
|
|
|
20,000 |
|
|
|
— |
|
|
|
3,370,285 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Not for Cause |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Termination |
|
|
900,000 |
|
|
|
1,012,500 |
|
|
|
23,651 |
|
|
|
10,000 |
|
|
|
— |
|
|
|
1,946,151 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
L. Christian Finn |
|
Change in Control |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,078,539 |
|
|
|
1,078,539 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Termination Upon |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Change in Control |
|
|
420,000 |
|
|
|
503,970 |
|
|
|
25,402 |
|
|
|
20,000 |
|
|
|
1,078,539 |
|
|
|
2,047,911 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Not for Cause |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Termination |
|
|
420,000 |
|
|
|
212,620 |
|
|
|
25,402 |
|
|
|
10,000 |
|
|
|
— |
|
|
|
668,021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Carrie Johnson |
|
Change in Control |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
971,621 |
|
|
|
971,621 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Termination Upon |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Change in Control |
|
|
425,000 |
|
|
|
526,657 |
|
|
|
23,336 |
|
|
|
20,000 |
|
|
|
971,621 |
|
|
|
1,966,614 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Not for Cause |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Termination |
|
|
425,000 |
|
|
|
318,750 |
|
|
|
23,336 |
|
|
|
10,000 |
|
|
|
— |
|
|
|
777,086 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Sharyn Leaver |
|
Change in Control |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
588,265 |
|
|
|
588,265 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Termination Upon |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Change in Control |
|
|
375,000 |
|
|
|
360,000 |
|
|
|
25,402 |
|
|
|
20,000 |
|
|
|
588,265 |
|
|
|
1,368,667 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Not for Cause |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Termination |
|
|
375,000 |
|
|
|
123,750 |
|
|
|
25,402 |
|
|
|
10,000 |
|
|
|
— |
|
|
|
534,152 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Nate Swan |
|
Change in Control |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
556,710 |
|
|
|
556,710 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Termination Upon |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Change in Control |
|
|
420,000 |
|
|
|
537,600 |
|
|
|
25,402 |
|
|
|
20,000 |
|
|
|
556,710 |
|
|
|
1,559,711 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Not for Cause |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Termination |
|
|
420,000 |
|
|
|
134,400 |
|
|
|
25,402 |
|
|
|
10,000 |
|
|
|
— |
|
|
|
589,802 |
|
23
Director Compensation
DIRECTOR COMPENSATION TABLE FOR 2023
The following table shows the compensation that we paid during the year ended December 31, 2023 to each of our directors, other than Mr. Colony, who was not paid additional compensation for his service as a director and whose compensation is reflected in “Executive Compensation” above.
|
|
Fees Earned |
|
|
|
|
|
|
|
|||
|
|
or Paid in |
|
|
Stock |
|
|
|
|
|||
|
|
Cash |
|
|
Awards |
|
|
Total |
|
|||
Name |
|
($) |
|
|
($)(1)(2)(3) |
|
|
($) |
|
|||
Jean M. Birch(4) |
|
|
10,750 |
|
|
- |
|
|
|
10,750 |
|
|
David Boyce |
|
|
35,000 |
|
|
|
119,985 |
|
|
|
154,985 |
|
Neil Bradford |
|
|
35,000 |
|
|
|
119,985 |
|
|
|
154,985 |
|
Anthony Friscia |
|
|
35,000 |
|
|
|
119,985 |
|
|
|
154,985 |
|
Robert M. Galford |
|
|
50,000 |
|
|
|
119,985 |
|
|
|
169,985 |
|
Warren Romine |
|
|
41,000 |
|
|
|
119,985 |
|
|
|
160,985 |
|
Gretchen G. Teichgraeber |
|
|
35,000 |
|
|
|
119,985 |
|
|
|
154,985 |
|
Yvonne Wassenaar |
|
|
35,000 |
|
|
|
119,985 |
|
|
|
154,985 |
|
|
|
Number of Shares |
|
|||||
Name |
|
Options |
|
|
RSUs |
|
||
David Boyce |
|
|
— |
|
|
|
2,068 |
|
Neil Bradford |
|
|
— |
|
|
|
2,068 |
|
Anthony Friscia |
|
|
— |
|
|
|
2,068 |
|
Robert M. Galford |
|
|
— |
|
|
|
2,068 |
|
Warren Romine |
|
|
— |
|
|
|
2,068 |
|
Gretchen G. Teichgraeber |
|
|
— |
|
|
|
2,068 |
|
Yvonne Wassenaar |
|
|
— |
|
|
|
2,068 |
|
Our non-employee directors receive an annual retainer of $30,000 and members of each Board committee receive an additional annual retainer of $5,000 for each committee on which they serve, with the Chairman of the Audit Committee receiving an additional $8,000 per year and the Chairman of the Compensation and Nominating Committee receiving an additional $5,000 per year. Our lead independent director receives an additional $10,000 annual retainer. Each of these annual fees is payable quarterly in arrears. Members of our Board of Directors are reimbursed for their expenses incurred in connection with attending any meeting.
The Compensation and Nominating Committee of the Board of Directors has the authority under the Forrester Research, Inc. Amended and Restated Equity Incentive Plan (“Equity Incentive Plan”) to grant stock options and RSUs to non-employee directors in such amounts and on such terms as it shall determine at the time of grant. On June 1, 2023, our seven non-employee directors at that time each received 4,136 restricted stock units, which equals the number of whole shares calculated by dividing $120,000 by $29.01, the closing price of the Company’s common stock on the date of award. These RSUs vest in four equal quarterly installments over a one-year period. RSUs granted under the Equity Incentive Plan become vested in full upon a change of control of the Company, unless there is an assumption, substitution or cash-out of such RSUs in connection with the change of control.
24
CEO PAY RATIO
Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 requires most companies with publicly traded stock in the United States to identify the median annual total compensation of their worldwide employee population (other than the chief executive officer) and to compare that amount with the annual total compensation of their chief executive officer. The pay ratio information included below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.
We identified our median employee using our total employee population as of October 1, 2023 by applying a consistently applied compensation measure across our global employee population. For our consistently applied compensation measure, we used cash compensation (base salary plus bonuses and commissions) paid in the nine months ending September 30, 2023. We used cash compensation as our consistently applied compensation measure as we believe that this measure provides a reasonably accurate depiction of total earnings for the purpose of identifying our median employee. We then calculated the median employee’s total annual compensation in accordance with the requirements of the Summary Compensation Table. Earnings of our employees outside the U.S. were converted to U.S. dollars using the currency exchange rates used for organizational planning purposes, which consider historical and forecasted rates as well as other factors. We did not use any other material estimates, assumptions, adjustments or statistical sampling to determine the worldwide median employee.
Our median employee’s total 2023 compensation (other than the CEO) was $132,990. Our Chief Executive Officer’s total 2023 compensation was $244,921, as reported in the Summary Compensation Table. Accordingly, our 2023 CEO to Median Employee Pay Ratio was 1.84 to 1.
Please keep in mind that under the SEC’s rules and guidance, there are numerous ways to determine the compensation of a company’s median employee, including the employee population sampled, the elements of pay and benefits used, any assumptions made and the use of statistical sampling. In addition, no two companies have identical employee populations or compensation programs, and pay, benefits and retirement plans differ by country even within the same company. As such, our pay ratio may not be comparable to the pay ratio reported by other companies.
25
PAY VERSUS PERFORMANCE
As described in greater detail in “Executive Compensation – Compensation Discussion and Analysis,” our executive compensation program reflects a variable pay-for-performance philosophy. The following table and related disclosures provide further “pay versus performance” disclosure with respect to our chief executive officer, also referred to as our principal executive officer (PEO), and our other named executive officers (NEOs), as contemplated by Item 402(v) of Regulation S-K.
Year |
Summary Compensation Table Total to PEO1 |
|
Compensation Actually Paid to PEO2 |
|
Average Summary Compensation Table Total For Non-PEO NEOs3 |
|
Average Compensation Actually Paid to Non-PEO NEOs4 |
|
Value of Initial Fixed $100 Investment Based On: |
|
Net Income (millions)7 |
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
Company TSR5 |
|
Peer Group TSR6 |
|
|
|
|
|||||||
(a) |
(b) |
|
(c) |
|
(d) |
|
(e) |
|
(f) |
|
(g) |
|
(h) |
|
(i) |
|||||||
2023 |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
- |
|||||||
2022 |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
2021 |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
2020 |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
- |
|||||||
Average Non-PEO NEOs SCT Total to CAP Reconciliation: |
|
|
|
|
|
|
|
||||||||||||||
Year |
Salary |
|
Bonus and Non-Equity Incentive Compensation |
|
Other Compensation |
|
SCT Total |
|
Reported Value of Equity Awards |
|
Equity Award Adjustments |
|
CAP |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
(i) |
|
|
|
(ii) |
|
(iii) |
|
|
|
|||||||
2023 |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
( |
) |
$ |
|
$ |
|
||||||
2022 |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
( |
) |
$ |
( |
) |
$ |
|
|||||
2021 |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
( |
) |
$ |
|
$ |
|
||||||
2020 |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
( |
) |
$ |
|
$ |
|
||||||
26
Average Non-PEO NEOs Equity Award Adjustments: |
|
|
|
|
|
|
|
|
||||
|
2020 Average |
|
2021 Average |
|
2022 Average |
|
2023 Average |
|
||||
|
|
|
|
|
|
|
|
|
||||
Plus: Fair Value for Stock Awards Granted in the Covered Year that are Unvested at End of Year |
$ |
|
$ |
|
$ |
|
$ |
|
||||
Change in Fair Value of Outstanding Unvested Stock Awards from Prior Year |
$ |
|
$ |
|
$ |
( |
) |
$ |
( |
) |
||
Change in Fair Value of Stock Awards from Prior Years that Vested in the Covered Year |
$ |
( |
) |
$ |
|
$ |
( |
) |
$ |
( |
) |
|
Less: Fair Value of Stock Awards Forfeited during the Covered Year |
|
$ |
( |
) |
$ |
( |
) |
|
||||
Total Adjustment |
$ |
|
$ |
|
$ |
( |
) |
$ |
|
|||
Financial Performance Measures
As described in greater detail in “Executive Compensation – Compensation Discussion and Analysis,” our executive compensation program reflects a variable pay-for-performance philosophy. The most important financial performance measures we used to link executive compensation actually paid to our NEOs, for the most recently completed fiscal year, to our performance are as follows:
Analysis of the Information Presented in the Pay versus Performance Table
While we utilize several performance measures to align executive compensation with our performance, all of these measures are not presented in the above Pay versus Performance Table. Moreover, we generally seek to incentivize long-term performance, and therefore do not specifically align our performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay versus Performance Table.
27
CAP versus TSR
As shown in the chart below, the PEO's and, with the exception of 2023, the other NEOs’ CAP amounts are aligned with the Company’s TSR. This is due primarily to the Company’s use of equity incentives, which are tied directly to stock price in addition to the company’s financial performance. The increase in the other NEO's CAP amounts for 2023 is due primarily to the issuance of stock options, which have value only the extent that our stock price increases over the grant date stock price.
CAP versus Net Income
As shown in the chart below, while the variations in the Company’s net income and the PEO and other NEOs’ CAP have been directionally consistent each year, the decrease in the CAP amounts for the other NEOs was proportionately greater than the decrease in net income in 2022. This is due in large part to the significant emphasis the Company places on equity incentives, which are sensitive to changes in stock price. The increase in the other NEO's CAP amounts for 2023 is due to the reasons stated above in "CAP versus TSR." In addition, the Company does not use net income to determine compensation levels or incentive plan payouts.
28
CAP versus Company-Selected Measure (CSM)
The chart below compares the PEO and other NEOs’ CAP to our CSM, year-over-year CV bookings growth, which indicates there is a very strong relationship between this CSM and CAP in most years. The increase in the other NEO's CAP amounts for 2023 is due to the reasons stated above in "CAP versus TSR."
The Company's amount of CV bookings is one of the two metrics used in determining the level of payout under our Executive Cash Incentive Plan, with the target level of CV bookings being derived from the targeted year-over-year CV bookings growth percentage reflected in the annual operating plan approved by the Board of Directors. In addition, we believe there is a strong correlation between our CV bookings growth and our stock price, which in turn leads to fluctuations in the CAP to our non-PEO NEOs, who receive equity incentives as part of their compensation.
29
TSR: Company versus Peer Group
As shown in the chart below, the Company's 3-year cumulative TSR is less than the companies included in our industry index, the S&P Small Cap 600 Information Technology Index. For more information regarding the Company’s performance and the companies that the Compensation Committee considers when determining compensation, refer to “Executive Compensation – Compensation Discussion and Analysis.”
The information contained above under the heading “Pay Versus Performance” shall not be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate it by reference in any such filing.
30
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The Board of Directors has appointed an Audit Committee composed of four non-employee directors: Mr. Romine (Chair), Mr. Bradford, Mr. Friscia, and Ms. Wassenaar. Each of the members of the Audit Committee is “independent” as defined under the NASDAQ Stock Market listing standards. The Board has determined that Mr. Romine is an “audit committee financial expert” under applicable rules of the Securities and Exchange Commission (“SEC”), and the members of the Audit Committee satisfy the NASDAQ financial literacy standards.
The Audit Committee is responsible for providing independent oversight of Forrester’s accounting functions and internal controls. The Audit Committee oversees Forrester’s financial reporting process on behalf of the Board of Directors, reviews financial disclosures, and meets privately, outside of the presence of management, with Forrester’s internal auditor and with representatives of the independent registered public accounting firm. The Audit Committee also selects and appoints the independent registered public accounting firm, reviews the performance of the independent registered public accounting firm, and reviews the independent registered public accounting firm’s fees. The Audit Committee operates under a written charter adopted by the Board of Directors.
In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed Forrester’s audited financial statements for the fiscal year ended December 31, 2023 with Forrester’s management and with PricewaterhouseCoopers LLP (“PricewaterhouseCoopers”), Forrester’s independent registered public accounting firm. The Audit Committee also reviewed the report of management contained in Forrester’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC, as well as PricewaterhouseCoopers’ report included in Forrester’s Annual Report on Form 10-K related to its audit of (i) the consolidated financial statements and (ii) the effectiveness of internal control over financial reporting.
The Audit Committee has discussed with PricewaterhouseCoopers the matters required to be discussed under the rules adopted by the Public Company Accounting Oversight Board (“PCAOB”). The Audit Committee has received the written disclosures and the letter from PricewaterhouseCoopers required by the PCAOB regarding PricewaterhouseCoopers’ communications with the Audit Committee concerning independence and has discussed with PricewaterhouseCoopers their independence.
Based on the Audit Committee’s review and discussions noted above, the Audit Committee recommended to the Board of Directors, and the Board of Directors approved, the inclusion of the audited financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for filing with the SEC.
AUDIT COMMITTEE OF THE BOARD OF
DIRECTORS
Warren Romine, Chair
Neil Bradford
Tony Friscia
Yvonne Wassenaar
The information contained in the report above shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate it by reference in any such filing.
31
OTHER INFORMATION
Delinquent Section 16(a) Reports
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our officers and directors, and persons who own more than 10% of our common stock to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the Securities and Exchange Commission (“SEC”). Officers, directors and greater than 10% beneficial stockholders are required by SEC regulation to furnish to us copies of all Forms 3, 4 and 5 they file. Based solely on our review of copies of such forms which we received, we believe that all of our officers, directors, and greater than 10% beneficial owners complied on a timely basis with all filing requirements with respect to transactions during 2023, except for two reports filed for Neil Bradford, one of our directors, with respect to shares withheld by the Company to satisfy tax withholding obligations upon the vesting of restricted stock units on September 1, 2023 and December 1, 2023.
Certain Relationships and Related Transactions
Registration Rights and Non-Competition Agreement. At the time of our initial public offering, we entered into a registration rights and non-competition agreement with Mr. Colony which provides that if Mr. Colony’s employment with us is terminated he will not compete with us for the one year period after the date of such termination. The agreement also provides that in the event we propose to file a registration statement under the Securities Act of 1933, as amended, with respect to an offering by us for our own account or the account of another person, or both, Mr. Colony shall be entitled to include shares held by him in such a registration, subject to the right of the managing underwriter of any such offering to exclude some or all of such shares from such registration if and to the extent the inclusion of the shares would adversely affect the marketing of the shares to be sold by us. The agreement also provides that Mr. Colony may require us to register shares under the Securities Act with a fair market value of at least $5 million, except that we are not required to effect such registration more than twice or at certain times described in the agreement. The agreement also provides that we will pay all expenses incurred in connection with such registration.
Related Person Transactions
Pursuant to its amended and restated charter, our Audit Committee has responsibility for the review and approval of all transactions between the Company and any related parties or affiliates of the Company, its officers, and directors.
Related persons can include any of our directors or executive officers, certain of our stockholders, and any of their immediate family members. In evaluating related person transactions, the committee members apply the same standards they apply to their general responsibilities as members of a committee of the board of directors and as individual directors. The committee will approve a related person transaction when, in its good faith judgment, the transaction is in the best interest of the Company. To identify related person transactions, each year we require our directors and officers to complete a questionnaire identifying any transactions with the Company in which the officer or director or their family members have an interest. In addition, our Code of Business Conduct and Ethics includes our expectation that all directors, officers and employees who may have a potential or apparent conflict of interest will notify our legal department.
32
PROPOSAL TWO:
RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP
AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024
PricewaterhouseCoopers LLP audited our financial statements for the fiscal year ended December 31, 2023. Our Audit Committee has selected PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. Although stockholder approval of the selection of PricewaterhouseCoopers LLP is not required by law, our Board of Directors believes that it is advisable to give stockholders an opportunity to ratify this selection.
If stockholders do not approve this proposal at the 2024 annual meeting, our Audit Committee will reconsider its selection of PricewaterhouseCoopers LLP. If stockholders do ratify this appointment, the Audit Committee, which has direct authority to engage our independent registered public accounting firm, may appoint a different independent registered public accounting firm at any time during the year if it determines that the change would be in the best interests of Forrester and our stockholders.
The Audit Committee has approved all services provided to Forrester by PricewaterhouseCoopers LLP during 2023. Representatives of PricewaterhouseCoopers LLP are expected to be present at the 2024 annual meeting. They will have the opportunity to make a statement if they desire to do so and will also be available to respond to appropriate questions from stockholders.
Independent Auditors’ Fees and Other Matters
The following table presents the aggregate fees billed or expected to be billed by PricewaterhouseCoopers LLP (“PwC”) and its affiliates for fiscal 2023 and fiscal 2022.
|
|
Fiscal 2023 |
|
|
Fiscal 2022 |
|
||
Audit Fees(1) |
|
$ |
1,671,900 |
|
|
$ |
1,701,000 |
|
Audit-Related Fees(2) |
|
|
— |
|
|
|
— |
|
Tax Fees(3) |
|
|
29,240 |
|
|
|
33,290 |
|
All Other Fees(4) |
|
|
31,165 |
|
|
|
17,665 |
|
Total Fees |
|
$ |
1,732,305 |
|
|
$ |
1,751,955 |
|
Audit Committee’s Pre-Approval Policy and Procedures
The Audit Committee approves the engagement of our independent registered public accounting firm to render any audit or non-audit services. At a regularly scheduled Audit Committee meeting, management or a representative of the Company’s independent registered public accounting firm summarizes the services to be provided by the firm and the fees that will be charged for the services. Thereafter, if new services or dollar amounts in excess of those pre-approved at the meeting are proposed, they are either presented for pre-approval at the next meeting of the Audit Committee or approved by the Chair of the Audit Committee pursuant to delegated authority. At subsequent meetings, the Audit Committee is provided a listing of any newly pre-approved services since the last meeting, and an updated projection for the current year of the estimated annual fees to be paid to the firm for all pre-approved audit and permissible non-audit services.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
THE STOCKHOLDERS VOTE FOR RATIFICATION OF THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024.
33
PROPOSAL THREE:
NON-BINDING VOTE ON EXECUTIVE COMPENSATION
We have implemented an executive compensation program that rewards performance. Our executive compensation program is designed to attract, retain and motivate the key individuals who are most capable of contributing to the success of our Company and building long-term value for our stockholders. The elements of our executives’ total compensation are base salary, cash incentive awards, equity incentive awards, severance and change of control benefits, and other employee benefits. We have designed a compensation program that makes a substantial portion of executive pay variable, subject to increase when performance targets are exceeded, and subject to reduction when performance targets are not achieved.
We believe our executive compensation program strikes the appropriate balance between utilizing responsible, measured pay practices and providing incentives to our executives to create value for our stockholders. We believe this is evidenced by the following:
The Board endorses the Company’s executive compensation program and recommends that stockholders vote in favor of the following resolution:
RESOLVED, that the stockholders approve the compensation of the Company’s named executive officers as described in this proxy statement under “Executive Compensation”, including the Compensation Discussion and Analysis and the tabular and narrative disclosure contained in this proxy statement.
Because the vote is non-binding, neither the Board of Directors nor the Compensation and Nominating Committee of the Board will be required to take any action as a result of the outcome of the vote on this proposal. The Compensation and Nominating Committee will carefully consider the outcome of the vote when evaluating future executive compensation arrangements.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION.
34
STOCKHOLDER PROPOSALS
Stockholder proposals to be considered at the Annual Meeting of Stockholders in 2025 must be received by December 3, 2024 to be considered for inclusion in our proxy materials for that meeting.
Stockholders who wish to make a proposal at the 2025 annual meeting, other than proposals included in our proxy materials, or who wish to nominate individuals for election as directors, must notify us between January 14, 2025 and February 13, 2025 in a manner that satisfies the requirements specified in our by-laws. If the stockholder does not notify us by February 13, 2025 or the notice is not in accordance with the requirements specified in our by-laws, the proxies will have discretionary authority to vote on a stockholder’s proposal brought before the meeting. In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must also comply with the additional requirements of Rule 14a-19 under the Securities Exchange Act of 1934.
OTHER BUSINESS
The Board of Directors has no knowledge of any other matter that may come before the annual meeting and does not, itself, currently intend to present any other such matter.
FORM 10-K
A copy of our annual report on Form 10-K for the fiscal year ended December 31, 2023 filed with the Securities and Exchange Commission will be sent to stockholders without charge by writing to Forrester Research, Inc., Investor Relations, 60 Acorn Park Drive, Cambridge, Massachusetts 02140.
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SCAN TO VIEW MATERIALS & VOTE wSCAN TO VIEW MATERIALS & VOTE w FORRESTER RESEARCH, INC. 60 ACORN PARK DRIVE CAMBRIDGE, MA 02140 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. EDT on May 13, 2024. 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. During The Meeting -Go to www.virtualshareholdermeeting.com/FORR2024 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. EDT on May 13, 2024. 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. V32599-P05583 FORRESTER RESEARCH, INC. For Withhold For All To withhold authority to vote for any individual All All Except nominee(s), mark "For All Except" and write theThe Board of Directors recommends you vote FOR number(s) of the nominee(s) on the line below. the following: !!! 1. Election of Directors Nominees: 01) David Boyce 05) Robert M. Galford 02) Neil Bradford 06) Warren Romine 03) George F. Colony 07) Yvonne Wassenaar 04) Anthony Friscia The Board of Directors recommends you vote FOR proposals 2 and 3. For Against Abstain 2. To ratify the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal 2024. !!! 3. To approve, by non-binding vote, executive compensation. !!! NOTE: 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.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Proxy Statement and Annual Report are available at www.proxyvote.com. V32600-P05583 FORRESTER RESEARCH, INC. Annual Meeting of Stockholders May 14, 2024 10:00 AM EDT This proxy is solicited by the Board of Directors The stockholder(s) hereby appoint(s) George F. Colony and Ryan D. Darrah, or either of them, as proxies, each with the power to appoint their substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of FORRESTER RESEARCH, 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 Daylight Time on May 14, 2024, online at www.virtualshareholdermeeting.com/FORR2024, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be signed on reverse side