III 8-K
Information Services Group Inc. (III)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| The |
| ITEM 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 1, 2025, Information Services Group, Inc. (the “Company”) and Michael P. Connors, Chairman and Chief Executive Officer of the Company, entered into Amendment No. 4 (the “Amendment”) to the Employment Agreement of Mr. Connors originally made and entered into as of December 16, 2011 (as amended prior to the entering into of the Amendment, the “Employment Agreement”). The Amendment extends the term of the Employment Agreement, which currently terminates on the close of business on December 31, 2025, for an additional four years until December 31, 2029 (the “Additional Term”). As consideration for the Additional Term, the Company (i) granted to Mr. Connors, on January 2, 2025, $350,000 face value of restricted stock units (based on the closing sales price of the Company’s common stock on January 2, 2025), which will vest if, prior to December 31, 2027, the average of the closing sales price of the Company’s common stock over any 45-day period is at least 20% higher than the closing sales price of the Company’s common stock on December 31, 2024 and (ii) will pay a cash payment to Mr. Connors of $500,000 if the Company’s reported Adjusted EBITDA (as reported in the Company’s periodic filings with the Securities and Exchange Commission) for the fiscal year ended December 31, 2025, 2026 or 2027 is at least 50% greater than the Company’s reported Adjusted EBITDA for the fiscal year ended December 31, 2024 (provided that (A) if this performance threshold is satisfied, the payment would be made on or about March 31 of the following year and (B) if this performance threshold is not satisfied by December 31, 2027, no cash payment shall be made).
The foregoing summary of the Amendment does not purport to be complete, and is qualified in its entirety by, the full text of the Amendment, which is filed as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits.
| Exhibit Number | Description | |
| 10.1 | Amendment No. 4, dated January 1, 2025, to the Employment Agreement for Michael P. Connors. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: January 3, 2025 | INFORMATION SERVICES GROUP, INC. | |
| By: | /s/ Michael P. Connors | |
| Michael P. Connors | ||
| Chairman and Chief Executive Officer | ||
Exhibit 10.1
INFORMATION SERVICES GROUP, INC.
Amendment No. 4 to the
Employment Agreement for Michael P. Connors
This Amendment No. 4 (this “Amendment”) to the Employment Agreement by and between Information Services Group, Inc., a Delaware corporation (“ISG” or the “Company”), and Michael P. Connors (“Executive”) is effective as of January 1, 2025. Capitalized terms used but not defined herein shall have the meaning set forth in the Employment Agreement (as defined below).
W I T N E S S E T H
WHEREAS, Executive and the Company previously entered into that certain Employment Agreement, dated as of December 16, 2011 (as amended, the “Employment Agreement”).
WHEREAS, Executive and the Company previously entered into that certain Amendment No. 1, dated December 10, 2013 (the “First Extension”).
WHEREAS, Executive and the Company previously entered into that certain Amendment No. 2, dated December 16, 2016 (the “Second Extension”).
WHEREAS, Executive and the Company previously entered into that certain Amendment No. 3, dated December 30, 2020 (the “Third Extension”).
WHEREAS the Company and Executive desire to extend the Term of the Employment Agreement until December 31, 2029 (the “Fourth Extension”).
WHEREAS, in consideration for the Fourth Extension, the Compensation Committee of the Board of Directors of the Company will (i) grant to Executive on January 2, 2025 $350,000 face value of restricted stock units (based on the closing price of ISG’s common stock on January 2, 2025), which will vest if, over any 45-day period, the average closing price of ISG’s common stock is at least 20% higher than the closing stock price on December 31, 2024 (provided that this grant will expire unvested if this target is not reached by December 31, 2027) (such grant, the “Performance Grant”); and (ii) pay a cash payment of $500,000 if the Company’s reported Adjusted EBITDA (as reported in the Company’s periodic filings with the Securities and Exchange Commission) in 2025, 2026 or 2027 is at least 50% higher than the reported Adjusted EBITDA for 2024 (provided that (x) if this condition is met, this payment would be made on or about March 31 of the following year and (y) if this condition is not met by December 31, 2027, the incentive will be forfeited) (such contingent payment, the “Contingent Bonus”).
NOW, THEREFORE, in consideration of the foregoing, the mutual covenants contained herein, and other good and valuable consideration the receipt and adequacy of which the Company and Executive each hereby acknowledge, the Company and Executive hereby agree as follows:
| 1. | Amendment. |
The date “December 31, 2025” in Section 2 of the Employment Agreement is hereby deleted and replaced with “December 31, 2029.”
| 2. | Consideration. |
The Company shall cause the Performance Grant to be issued on January 2, 2025 with the performance vesting set forth therein, and the Company shall make pay the Contingent Bonus if the performance threshold described herein is satisfied.
| 3. | Miscellaneous. |
| (a) | Effect of Amendment. As expressly modified by this Amendment, all of the terms, covenants, agreements, conditions and other provisions of the Employment Agreement shall remain in full force and effect in accordance with their respective terms. |
| (b) | Governing Law. THE VALIDITY, INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS AMENDMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CONNECTICUT WITHOUT REGARD TO ITS CONFLICTS OF LAW PRINCIPLES. |
| (c) | Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. |
| (d) | Due Authority and Execution. The execution, delivery and performance of this Amendment have been duly authorized by the Company and this Amendment represents the valid, legal and binding obligation of the Company, enforceable against the Company according to its terms. |
IN WITNESS WHEREOF, the Company and Executive have duly executed and delivered this Amendment as of the date first written above.
| INFORMATION SERVICES GROUP, INC.: | ||
| By: | /s/ Thomas S. Kucinski | |
| Name: | Thomas S. Kucinski | |
| Title: | Executive Vice President and Chief Human Resources Officer | |
| EXECUTIVE: | |
| /s/ Michael P. Connors | |
| Name: Michael P. Connors | |
| Title: Chairman and Chief Executive Officer |
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