UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| ITEM 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 28, 2025, Neil G. Budnick, a Class I director on the board of directors (the “Board”) of Information Services Group, Inc. (the “Company”), notified the Company of his intent to retire as a Class I director, effective as of March 14, 2025. Mr. Budnick’s retirement was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
The Board appointed Samuel L. Molinaro Jr. to serve as a Class I director of the Company, effective as March 14, 2025, with an initial term expiring at the Company’s 2026 annual meeting of stockholders. In connection with his appointment to the Board, Mr. Molinaro will succeed Mr. Budnick as Chairman of the audit committee of the Board and will also serve on the compensation committee and nominating and corporate governance committee of the Board, effective as of March 14, 2025. The Board has determined that Mr. Molinaro qualifies as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K.
Mr. Molinaro has more than 30 years of senior-level experience in the banking and financial services industry, including overseeing the sweeping technological transformation of several key industry players. Mr. Molinaro retired as president of UBS Americas Holdings LLC (“UBS Americas”) in 2023, after 11 years in senior executive positions with the financial services firm. Following his retirement from UBS Americas, Molinaro joined McKinsey & Company in 2024 as a senior advisor, banking and securities. He continues to serve on the board of directors of UBS Americas and as a member of such board’s audit committee. Before joining UBS Americas, Mr. Molinaro was executive vice president, chief financial officer and chief operating officer of The Bear Stearns Companies, Inc. He began his career as an auditor with PricewaterhouseCoopers LLP. Mr. Molinaro holds a bachelor’s degree in accounting from St. Bonaventure University and later attended Harvard Business School’s Advanced Management program.
There are no arrangements or understandings between Mr. Molinaro, on the one hand, and the Company or any other persons, on the other hand, pursuant to which Mr. Molinaro was selected as a Class I director. There are no related party transactions between Mr. Molinaro or any member of his immediate family and the Company or its subsidiaries that would require disclosure under Item 404(a) of Regulation S-K.
For serving on the Board, Mr. Molinaro will receive compensation in accordance with the Company’s outside director compensation policy, as in effect at the time. Mr. Molinaro will also enter into the Company’s standard form of indemnification agreement for directors and executive officers.
| ITEM 7.01 | Regulation fd disclosure. |
A copy of the press release announcing Mr. Molinaro’s appointment to the Board and Mr. Budnick’s resignation from the Board is attached hereto as Exhibit 99.1.
The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such filing.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits.
| Exhibit Number | Description | |
| 99.1 | Press Release dated February 28, 2025 | |
| 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.
| INFORMATION SERVICES GROUP, INC. | ||
| Dated: March 6, 2025 | ||
| By: | /s/ Michael P. Connors | |
| Michael P. Connors | ||
| Chairman and Chief Executive Officer | ||