III Information Services Group Inc

You are cordially invited to attend the Annual Meeting of Stockholders of Information Services Group, Inc. (the “Company”) on April 24, 2025, at 10:00 a.m. Eastern Time, which will be held at the offices of the Company, 2187 Atlantic Street, Stamford, Connecticut 06902 (the “Annual Meeting”).

Details of the business to be conducted at the Annual Meeting are given in the attached Notice of Annual Meeting of Stockholders and accompanying Proxy Statement.

We are pleased to take advantage of the U.S. Securities and Exchange Commission rule that allows companies to furnish proxy materials to their stockholders over the internet. As a result, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of the accompanying Proxy Statement and our Annual Report to Stockholders for the fiscal year ended December 31, 2024. We believe this process allows us to provide our stockholders with the information they need in a timely manner while reducing environmental impact, lowering costs of printing, and distributing our proxy materials. The Notice contains instructions on how to access our proxy materials over the internet. The Notice also contains instructions on how to request a paper copy of our proxy materials, including the accompanying Proxy Statement, our Annual Report to Stockholders for the fiscal year ended December 31, 2024 and a form of proxy card. The Notice and accompanying Proxy Statement are first being made available to our stockholders beginning on or about March 14, 2025.

Your vote is important to us and to our business. We encourage you to vote by telephone, over the internet or, if you requested to receive printed proxy materials, by marking, signing, dating and returning your proxy card so that your shares will be represented and voted at the Annual Meeting, whether or not you plan to attend. If you attend the Annual Meeting, you will, of course, have the right to revoke the proxy and vote your shares in person.

Notice is hereby given that the Annual Meeting of Stockholders (the “Annual Meeting”) of Information Services Group, Inc. (the “Company”) will be held at the Company’s offices, 2187 Atlantic Street, Stamford, Connecticut 06902 on April 24, 2025, at 10:00 a.m. Eastern Time, for the following purposes:

Stockholders of record at the close of business on February 25, 2025, are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof.

The accompanying proxy is being solicited by the Board of Directors of Information Services Group, Inc., a Delaware corporation (“ISG,” the “Company,” “we,” “us,” and “our”), for use at its Annual Meeting of Stockholders to be held at the Company’s offices, 2187 Atlantic Street, Stamford, Connecticut 06902 on April 24, 2025 at 10:00 am Eastern Time (the “Annual Meeting”), or any adjournment or postponement thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. This Proxy Statement and the enclosed proxy are first being made available to our stockholders on or about March 14, 2025.

In accordance with the rules of the Securities and Exchange Commission (the “SEC”), we sent a Notice of Internet Availability of Proxy Materials on or about March 14, 2025 to our stockholders of record as of the close of business on February 25, 2025. We also provided access to our proxy materials via the internet beginning on that date. If you received a Notice of Internet Availability of Proxy Materials by mail and did not receive, but would like to receive, a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in this Proxy Statement or in the Notice of Internet Availability of Proxy Materials.

Only stockholders of record as of the close of business on February 25, 2025 will be entitled to vote at the Annual Meeting and any postponement or adjournment thereof. As of February 25, 2025, we had 48,255,149 shares of common stock outstanding and expected to be entitled to vote with respect to all matters to be acted upon at the Annual Meeting. Each stockholder of record as of February 25, 2025 is entitled to one vote for each share of common stock held by such stockholder.

Our amended and restated bylaws, as further amended ( the “Bylaws”), require that a quorum of stockholders is necessary to hold a valid annual meeting of stockholders. A quorum at the Annual Meeting will be present if the holders of a majority of the shares entitled to vote are present in person or by proxy. Shares will be counted towards the quorum only if the stockholder submits a valid proxy (or one is submitted on such stockholder’s behalf by such stockholder’s broker, bank or other nominee) or if the stockholder votes in person at the Annual Meeting. Abstentions, “withhold” votes and broker non-votes will be counted towards the quorum requirement. If there is no quorum, a majority of the voting interest of those present at the Annual Meeting or, if no stockholders are present, any officer entitled to preside at or to act as secretary of the Annual Meeting may adjourn the Annual Meeting until a quorum is present.

In accordance with our fourth amended and restated certificate of incorporation and the Bylaws:

For the election of directors, abstentions, “withhold votes” and broker non-votes will have no effect on the outcome of the vote because they are not considered “votes cast” for voting purposes. For Proposal No. 2, abstentions will have no effect on the outcome of this proposal because they are not considered “votes cast” for voting purposes. Under applicable rules, brokers who hold shares in street name for their customers that are the beneficial owners of those shares have the authority to only vote on certain “routine” items in the event that they have not received instructions from beneficial owners. Proposal No. 2 is considered a “routine” item, and accordingly, brokers and other nominees will have discretionary authority to vote on Proposal No. 2, such that we expect there to be no broker non-votes on that proposal. For Proposal Nos. 3, 4 and 5, abstentions and broker non-votes will have no effect on the outcome of such proposals because they are not considered “votes cast” for voting purposes.

The Board of Directors of the Company recommends a vote:

The proxy accompanying this Proxy Statement is solicited on behalf of our Board of Directors (the “Board”) for use at the Annual Meeting and any postponements or adjournments thereof, and the expenses of solicitation of proxies will be borne by the Company. The solicitation will be made primarily by mail or via the internet, but our officers and regular employees may also solicit proxies by telephone, facsimile or in person. No additional compensation will be paid to our officers or regular employees for such services. We also have retained Innisfree M&A Incorporated (“Innisfree”) to assist in soliciting proxies. ISG expects to pay Innisfree approximately $12,500 plus expenses in connection with its solicitation of proxies.

If on February 25, 2025 your shares are registered directly in your name with the Company’s registrar and transfer agent, Continental Stock Transfer & Trust (“Continental”), you are considered a stockholder of record with respect to those shares, and the Notice of Internet Availability of Proxy Materials was sent to you directly by the Company. As the stockholder of record, you have the right to grant your voting proxy directly to the Company or to vote in person at the Annual Meeting.

If on February 25, 2025 your shares are held in a brokerage account with a bank, broker-dealer, trust or similar organization, you are considered the “beneficial owner” of those shares held in “street name” and the Notice of Internet Availability of Proxy Materials was forwarded to you by that organization. The organization that holds your shares is considered the stockholder of record for purposes of voting at the Annual Meeting. Because you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a valid proxy from the organization that holds your shares giving you the right to vote your shares at the Annual Meeting. As the beneficial owner, you have the right to direct your broker or other intermediary how to vote your shares, and you are also invited to attend the Annual Meeting.

Your vote is very important to us, whether or not you plan to attend the Annual Meeting. Please vote in accordance with the instructions on your proxy card, voting instruction form (from your broker or other intermediary) or the instructions that you received through electronic mail. There are three convenient ways of submitting your vote:

All valid proxies received before the Annual Meeting will be exercised. All shares represented by a proxy will be voted, and where a proxy specifies a stockholder’s choice with respect to any matter to be acted upon, the shares will be voted in accordance with that specification. If no choice is indicated on the proxy, the shares will be voted “For” the election of the nominees named in this Proxy Statement and “For” proposals two, three, four and five. A stockholder whose shares are registered in such stockholder’s own name has the power to revoke his or her proxy at any time before it is exercised by (i) delivering to the Chief Financial Officer of the Company a written instrument revoking the proxy, (ii) voting again over the internet or by telephone (only your latest internet or telephone proxy submitted prior to the Annual Meeting will be counted) or, if you requested and received written proxy materials, by signing and returning a new proxy card with a later date or a duly executed proxy with a later date or (iii) by attending the Annual Meeting and voting in person. If you hold shares in street name, through a bank, broker or other nominee, please contact the bank, broker or other nominee to revoke your proxy.

If you have any questions regarding how to vote, please contact our proxy solicitor, Innisfree, toll-free at (877) 717-3930 (banks and brokers may call collect at (212) 750-5833).

If you are a beneficial owner, your bank, broker or other nominee may deliver a single proxy statement, along with individual proxy cards, or individual notices to any household at which two or more stockholders reside unless contrary instructions have been received from you. This procedure, referred to as householding, reduces the volume of duplicate materials stockholders receive and reduces mailing expenses. Stockholders may revoke their consent to future householding mailings or enroll in householding mailings by contacting the Company, either by calling (203) 517-3100 or by forwarding a written request addressed to Chief Financial Officer, Information Services Group, Inc., 2187 Atlantic Street, Stamford, Connecticut 06902, or Broadridge, either by calling (866) 540-7095 or by mailing to Broadridge, Householding Department, at 51 Mercedes Way, Edgewood, New York 11717. Alternatively, if you wish to receive a separate set of proxy materials for this year’s Annual Meeting, we will deliver them promptly upon request to Chief Financial Officer, Information Services Group, Inc., 2187 Atlantic Street, Stamford, Connecticut 06902, or by calling (203) 517-3100.

Our fourth amended and restated certificate of incorporation provides that the Board of Directors of the Company is divided into three classes with one class of directors being elected each year and each class serving a three-year term. Michael P. Connors and Christine Putur constitute a class that expires at this Annual Meeting (the “Class III Directors”). Neil G. Budnick and Gerald S. Hobbs constitute a class with a term that expires at the Annual Meeting in 2026 (the “Class I Directors”). Bruce N. Pfau and Kalpana Raina constitute a class with a term that expires at the Annual Meeting in 2027 (the “Class II Directors”). As previously announced, on February 28, 2025, Neil G. Budnick notified the Company of his intent to retire as a Class I Director, effective as of March 14, 2025. The Board of Directors subsequently appointed Samuel L. Molinaro Jr. to succeed Mr. Budnick as a Class I Director of the Company, effective as of March 14, 2025.

The Board of Directors has considered and nominated the following nominees to be Class III Directors for a three-year term expiring in 2028: Michael P. Connors and Christine Putur. Action will be taken at the Annual Meeting for the election of these Class III Directors. Set forth below is information regarding the nominees to the Board of Directors for election as directors.

It is intended that the proxies delivered pursuant to this solicitation will be voted in favor of the election of each of Michael P. Connors and Christine Putur unless otherwise directed by the person furnishing a valid proxy. The nominees have agreed to be named in this Proxy Statement and to serve if elected. If the nominees decline to serve or become unavailable for any reason, or if a vacancy occurs before their election (although we know of no reason to anticipate that this will occur), the proxies may be voted for such substitute nominee(s) as we may designate.

If a quorum is present and voting, the nominees receiving a plurality of votes cast will be elected. Proxies cannot be voted for more than two nominees. Abstentions, “withhold votes” and broker non-votes will have no effect on the outcome of the vote because they are not considered “votes cast” for voting purposes.

The nominees to the Board of Directors to serve until the third succeeding annual meeting of stockholders after their election and until their successors have been elected and qualified are:

The principal occupations and qualifications of the nominees for director are as follows. There are no family relationships among any of our directors or executive officers.

Michael P. Connors has served as our Chairman of the Board and Chief Executive Officer since our inception. Mr. Connors also served as our Secretary and Treasurer from the date of our inception until December 2006. Mr. Connors served as Chairman and CEO of VNU’s Media Measurement and Information (MMI) Group from its creation in 2001 until his resignation in 2005. VNU, now Nielsen Holdings plc, was a leading global information and media company. Mr. Connors was instrumental in creating the MMI Group, which comprised VNU’s media information, entertainment, software and internet businesses, including Nielsen Media Research, Nielsen Entertainment and NetRatings. In addition to leading the MMI Group, Mr. Connors served as chairman of VNU World Directories from 2003 to 2004, which included VNU’s Yellow Pages and directory businesses operating in seven countries. Mr. Connors also served as a member of the VNU Executive Board. Prior to joining VNU, Mr. Connors was Vice Chairman of ACNielsen Corporation, one of the world’s largest marketing information services companies, commencing November 1996. Prior to that, as Senior Vice President of The Dun & Bradstreet Corporation (D&B), Mr. Connors played a key role in the breakup of D&B into three separate, publicly traded companies, including ACNielsen. Mr. Connors currently serves as the lead director of Chubb, Ltd., where he is a member of the Executive Committee, Chairman of the Compensation Committee, and a member of the Nominating and Governance Committee. Mr. Connors previously served as a director of Eastman Chemical Company.

Christine Putur has served as our Director since March 2014. Ms. Putur previously served as the Executive Vice President, Technology and Operations of Recreational Equipment, Inc. (REI), a specialty outdoor retailer. Ms. Putur was previously the Chief Information Officer of Coach, Inc. (“Coach”), a leading New York design house of modern luxury accessories. Prior to her time at Coach, Ms. Putur was a senior executive for Staples, Inc. (“Staples”), a leading office supply retailer. She joined Staples in 1999 and held a variety of leadership positions before serving as Senior Vice President and Chief Information Officer. Prior to that, she worked at Digital Equipment Corporation, which was acquired by Compaq Computer Corporation. Ms. Putur holds a B.A. in Administrative Science and Math from Colby College and an M.S. in Management Information Systems from the Boston University Graduate School of Management.

Our Board of Directors directs the management of our business and affairs, as provided by Delaware law, and conducts its business through meetings of the Board of Directors and three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. In addition, from time to time, special committees may be established under the direction of the Board of Directors when necessary to address specific issues.

The Board of Directors has determined that combining the CEO and Chairman positions, coupled with a Lead Independent Director position, strengthens the Company’s governance structure and is the appropriate leadership model for the Company at this time. The Board of Directors believes that “one-size” does not fit all, and the decision of whether to combine or separate the positions of CEO and Chairman will vary from company to company, depend upon a company’s particular circumstances at a given point in time and may change from time to time. Accordingly, the Board of Directors carefully considers from time to time whether the CEO and Chairman positions should be combined based on what the Board believes is best for the Company and its stockholders.

Board structures vary greatly among U.S. public corporations. The Board of Directors does not believe that any one leadership structure is more effective at creating long-term stockholder value. The Board of Directors believes that an effective leadership structure could be achieved either by combining or separating the CEO and Chairman positions so long as the structure encourages the free and open dialogue of competing views and provides for strong checks and balances. Specifically, an effective governance structure must balance the powers of the CEO and the independent directors and ensure that the independent directors are fully informed, able to discuss and debate the issues that they deem important and able to provide effective oversight of management.

Since March 2014, Mr. Gerald S. Hobbs has served as our Lead Independent Director. The responsibilities of the Lead Independent Director include the following:

The Board of Directors believes that the responsibilities delegated to the Lead Independent Director are substantially similar to many of the functions typically fulfilled by a board chairman. The Board of Directors believes that its Lead Independent Director position balances the need for effective and independent oversight of management with the need for strong, unified leadership.

The Board of Directors believes that this structure is in the best interests of the Company at this time as it allows for a balance of power between the CEO and the independent directors and provides an environment in which its independent directors are fully informed, have significant input into the content of Board meeting agendas and are able to provide objective and thoughtful oversight of management.

The Board of Directors seeks to ensure that the Board is composed of members whose particular experience, qualifications, attributes and skills, when taken together, will allow the Board to satisfy its oversight responsibilities effectively. In that regard, the Nominating and Corporate Governance Committee is responsible

for recommending candidates for all directorships to be filled by the Board or by the stockholders at an annual or special meeting. In identifying candidates for membership on the Board of Directors, the Nominating and Corporate Governance Committee takes into account (1) minimum individual qualifications, such as strength of character, mature judgment, industry knowledge or experience and an ability to work collegially with the other members of the Board of Directors, and (2) all other factors it considers appropriate. In addition, although the Board does not have a policy with regard to the consideration of diversity in identifying director nominees, among the many factors that the Nominating and Corporate Governance Committee carefully considers are the benefits to the Company of diversity, including gender and racial diversity, in Board composition.

After conducting an initial evaluation of a candidate, the Nominating and Corporate Governance Committee will interview that candidate if it believes the candidate might be suitable to be a director and may also ask the candidate to meet with other directors and management. If the Nominating and Corporate Governance Committee believes a candidate would be a valuable addition to the Board of Directors, it will recommend to the full Board of Directors that candidate’s election.

When considering whether the Board’s directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of the Company’s business and structure, the Board focuses primarily on the information discussed in each of the Board members’ or nominees’ biographical information. In particular, with regard to Mr. Connors, the Board considered his extensive knowledge of the Company’s business and his position as CEO of the Company with the responsibility for the day-to-day oversight of the Company’s business operations. With regard to Messrs. Budnick, Hobbs, and Pfau and Mses. Putur and Raina, the Board considered their significant experience, expertise and background with regard to business, accounting and financial matters. With regard to Mr. Budnick, the Board of Directors considered his extensive experience as Managing Director at Channel Rock Partners, a management consulting firm, and as Vice Chairman and Chief Financial Officer of MBIA Insurance Corporation, a major financial services company. Mr. Budnick has chosen to retire from the Board and will be succeeded by Mr. Molinaro as a Class I Director, each effective as of March 14, 2025. With regard to Mr. Molinaro, the Board of Directors considered his senior-level experience in the banking and financial services industry, including overseeing the sweeping technological transformation of several key industry players. With regard to Mr. Hobbs, the Board of Directors considered his extensive experience as the Chairman and CEO of various information and media companies, including VNU, Inc. With regard to Mr. Pfau, the Board considered his experience as a long-term senior executive with KPMG. With regard to Ms. Putur, the Board of Directors considered her extensive experience in information technology obtained at global corporations in the high tech, retail and fashion sectors, including in her previous role as Executive Vice President, Technology and Operations of REI. With regard to Ms. Raina, the Board of Directors considered her experience as a senior executive with The Bank of New York and her prior service on the Audit Committee of John Wiley & Son. In addition, in connection with the nomination of Mr. Connors and Ms. Putur for election as Class III Directors at this Annual Meeting, the Board considered their valuable contributions to the Company’s success during their years of Board service.

Our Board of Directors currently has six directors. The Board of Directors has affirmatively determined that all of the directors, other than Mr. Connors, including Mr. Molinaro when he joins the Board of Directors and all those who serve on the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee are “independent” for purposes of The Nasdaq Stock Market LLC (“Nasdaq”) listing standards and federal securities laws. In the course of the Board of Directors’ determination regarding the independence of each non-management director, it considered any transactions, relationships and arrangements as required by the applicable Nasdaq rules and the rules and regulations of the SEC.

Our independent directors hold regularly scheduled meetings at which only independent directors are present.

Directors are expected to attend Board meetings and meetings of the committees on which they serve and to spend the time needed, and meet as frequently as necessary, in order to properly discharge their responsibilities. The Board of Directors held six meetings during 2024. Each of the standing committees of the Board of

Directors held the number of meetings indicated in the table below. Each of our directors serving during 2024 attended 100% of the total number of meetings of the Board of Directors and all of the committees of the Board of Directors on which such director served during that period.

This Annual Meeting will be our seventeenth annual stockholder meeting. ISG’s policy is to invite each director to attend the Company’s annual meeting of stockholders but does not require attendance by all directors. The 2024 annual meeting of stockholders was attended by one director who served on the Board at the time of that meeting. ISG periodically monitors and reassesses this policy to ensure the Board remains open and available for stockholder communications.

The Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee each operate under a written charter adopted by the Board of Directors, and each committee of the Board of Directors reviews and assesses the adequacy of its charter on at least an annual basis. Copies of these charters are available on our website (ir.isg-one.com/corporate overview/document).

The following table sets forth the three standing committees of the Board of Directors, the members of each committee during the last fiscal year and the number of meetings held by each committee during the last fiscal year:

Our Audit Committee currently consists of Mr. Budnick, as Chairman, Mr. Hobbs, Mr. Pfau, Ms. Putur and Ms. Raina. Mr. Molinaro will succeed Mr. Budnick as Chairman of the Audit Committee effective March 14, 2025. The Audit Committee is responsible for, among other things:

In accordance with applicable federal securities laws and the rules of Nasdaq, we have adopted an Audit Committee charter that incorporates these duties and responsibilities.

The Audit Committee is, and will at all times be, composed exclusively of “independent directors,” as determined in accordance with Nasdaq’s independence standards, who are able to read and understand fundamental financial statements. In addition, pursuant to the rules of Nasdaq, ISG must have at least one member of the Audit Committee who has past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background that results in the individual’s financial sophistication. The Board of Directors has determined that each of the Audit Committee members satisfies Nasdaq’s definition of financial sophistication and that Mr. Budnick, Mr. Pfau, Mr. Hobbs and Ms. Raina, as well as Mr. Molinaro when he becomes Chairman of the Audit Committee, each qualify as an “audit committee financial expert,” as defined under the rules and regulations of the SEC.

Additional information regarding the Audit Committee is set forth in the Report of the Audit Committee appearing elsewhere in this Proxy Statement.

The Compensation Committee currently consists of Mr. Hobbs, as Chairman, Mr. Budnick, Mr. Pfau, Ms. Putur and Ms. Raina. Mr. Molinaro will succeed Mr. Budnick as a member of the Compensation Committee effective March 14, 2025. The Compensation Committee is responsible for overseeing the compensation and employee benefit plans and practices of the Company, including administering the Amended and Restated 2007 Equity and Incentive Award Plan and the Amended and Restated 2007 Employee Stock Purchase Plan, each as further amended to date. The Compensation Committee is also responsible for, among other things:

For more information on the Compensation Committee’s role in determining executive compensation, see “Executive Compensation” beginning on page 32.

In accordance with applicable federal securities laws and the rules of Nasdaq, ISG has adopted a Compensation Committee charter that delineates these duties and responsibilities.

The Board of Directors has determined that all of the members of the Compensation Committee, as well as Mr. Molinaro when he becomes a member of the Compensation Committee, meet the independence requirements mandated by Nasdaq, the rules of the SEC and the Internal Revenue Service, in each case as they are applicable to serving on the Compensation Committee.

The Compensation Committee has retained Pay Governance LLC (“Pay Governance”) to advise it in connection with fulfilling its responsibilities with respect to the Company’s executive and Board of Directors compensation programs.

For a discussion of the nature and scope of Pay Governance’s assignment, and the material elements of the instructions or directions given to Pay Governance with respect to the performance of its duties under the

engagement, please see “Use of Third Party Advisors” beginning on page 32. Pay Governance maintains no other direct or indirect business relationships with the Company.

The Nominating and Corporate Governance Committee currently consists of Ms. Putur as Chairman, Mr. Budnick, Mr. Hobbs, Mr. Pfau, and Ms. Raina. Mr. Molinaro will succeed Mr. Budnick as a member of the Nominating and Corporate Governance Committee effective March 14, 2025. The Nominating and Corporate Governance Committee is responsible for, among other things:

In accordance with applicable federal securities laws and the rules of Nasdaq, ISG has adopted a Nominating and Corporate Governance Committee charter that delineates these duties and responsibilities.

The Board of Directors has determined that all of the members of the Nominating and Corporate Governance Committee, as well as Mr. Molinaro when he becomes a member of the Nominating and Corporate Governance Committee, meet the independence requirements mandated by Nasdaq, the rules of the SEC, in each case as they are applicable to serving on the Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance Committee will consider candidates for nomination as a director recommended by stockholders, directors, officers, third party search firms and other sources. The Board and the Nominating and Corporate Governance Committee are committed to identifying and engaging a diverse field of director candidates when considering Board composition. In identifying candidates for membership on the Board of Directors, the Nominating and Corporate Governance Committee evaluates all candidates equally across all relevant factors, including, without limitation, factors such as judgment, skill, diversity, character, integrity, collegiality, willingness to act upon and be accountable for majority Board decisions, experience (particularly with businesses and other organizations of comparable size and within similar or related industries) and how that experience interplays with that of the other Board members, independence from management, and the ability of the candidate to attend Board and committee meetings regularly and to devote an appropriate amount of time and effort in preparation for those meetings. In assessing stockholder recommendations, the Nominating and Corporate Governance Committee will consider the same criteria utilized for other candidates but will also consider whether the candidate can serve the best interests of all stockholders of the Company and not be beholden to the sponsoring person or group. A stockholder must provide notice to the Chief Financial Officer that includes the name, address and number of shares owned by the stockholder making such recommendation; the name, age, business address, residence address and principal occupation of the nominee; and the number of shares beneficially owned by the nominee. It must also include the information that would be required to be disclosed in the solicitation of proxies for election of directors under the federal securities laws and submit the nominee’s consent to be elected and to serve. ISG may require any nominee to furnish any other information, within reason, which may be needed to determine the eligibility of the nominee. The notice must be delivered to the Chief Financial Officer, who will forward the notice to the Nominating and Corporate Governance Committee for consideration. Ultimately, the Nominating and Corporate Governance Committee will nominate those individuals that it believes will, in conjunction with other members of the Board, best collectively serve the long-term interests of the Company’s stockholders.

On behalf of the Board of Directors, the Audit Committee is responsible for oversight of the Company’s risk management policies and procedures. The Company is exposed to a number of risks including financial risks, operational risks, risks relating to regulatory and legal compliance and cybersecurity risks. The Audit Committee discusses with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the guidelines and policies to govern the processes by which risk assessment and risk management are undertaken. The Company’s Chief Financial Officer is responsible for the Company’s risk management function and regularly works closely with the Company’s senior executives to identify risks material to the Company. The Chief Financial Officer reports regularly to the Chief Executive Officer and the Company’s Audit Committee regarding the Company’s risk management policies and procedures. In that regard, the Company’s Chief Financial Officer meets with the Audit Committee at least four times a year to discuss the risks facing the Company, highlighting any new risks that may have arisen since they last met. The Audit Committee also reports to the Board on a regular basis to apprise the Board of its discussions with the Chief Financial Officer regarding the Company’s risk management efforts. In addition, the Board’s other committees, which meet regularly and report back to the Board, play a significant role in carrying out the Board’s risk oversight function. Company management also plays an important role in connection with risk management through the implementation and evaluation of effective internal controls and other internal processes. For more information on the Company’s risk management policies and procedures related to cybersecurity, see “Item 1C. Cybersecurity” in our Annual Report on Form 10-K for the year ended December 31, 2024.

We have adopted a code of ethics and business conduct applicable to our directors, officers and employees in accordance with applicable federal securities laws and the rules of Nasdaq. You may obtain a copy of ISG’s code of ethics and business conduct, free of charge, by contacting our Chief Financial Officer. You can also find a link to the code on our website (ir.isg-one.com/corporate-overview/documents). We intend to disclose any amendments to, or waivers from, a required provision of its code of ethics and business conduct on our website (www.isg-one.com).

We have adopted an insider trading policy governing the purchase, sale and other dispositions of ISG’s securities that applies to all personnel of ISG and its subsidiaries, including directors, officers and employees and other covered persons. It is also the policy of ISG to comply with all applicable securities laws when transacting in its own securities. A copy of our insider trading policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

The Board has adopted Corporate Governance Guidelines to assist the Board and its committees in the exercise of their responsibilities. The Corporate Governance Guidelines, which are available on our website (ir.isg-one.com/corporate-overview/documents), set forth guiding principles and provide a flexible framework for the governance of the Company. The Corporate Governance Guidelines address, among other things, Board functions and responsibilities, management succession, Board membership and independence, Board meetings and Board committees, access to management, employees and outside advisors, director orientation and continuing education. The Nominating and Corporate Governance Committee regularly reviews and provides recommendations to the Board on the Corporate Governance Guidelines, and the full Board approves changes as it deems appropriate.

The Board has adopted a written Policy and Procedures with Respect to Related Party Transactions (the “Policy”) under which all transactions required to be reported pursuant to Item 404 of Regulation S-K are reviewed and approved. The Policy calls for the Nominating and Corporate Governance Committee, or the Chair of the Nominating and Corporate Governance Committee in exigent circumstances (who will possess delegated authority to act between Nominating and Corporate Governance Committee meetings), to review each related party transaction (as defined below) and determine whether to approve such transaction. Any Nominating and Corporate Governance Committee member who has any interest (actual or perceived) will not be involved in the

consideration of the Nominating and Corporate Governance Committee. In determining whether a related party transaction will be approved, the Nominating and Corporate Governance Committee or Chair of the Nominating and Corporate Governance Committee, as applicable in accordance with the Policy, will consider a multitude of factors, including (a) the benefits to the Company; (b) the impact on a director’s independence in the event the related party is a director, an immediate family member of a director or an entity in which a director is a partner, shareholder or executive officer; (c) the availability of other sources for comparable products or services; (d) the terms of the transaction; and (e) the terms available to unrelated third parties or to employees generally. Notwithstanding the Policy, all compensation-related matters involving related parties must be approved by the Compensation Committee or recommended by the Compensation Committee to the Board of Directors for its approval.

For purposes of the Policy, a “related party transaction” is, subject to certain limited exceptions, any transaction in which we are a participant and the amount involved exceeds $120,000, and the related party (defined below) had, has or will have a direct or indirect material interest in the transaction. “Related party” includes (a) any person who is or was (at any time during the last fiscal year) an executive officer, director or nominee for election as a director; (b) any person or group who is a beneficial owner of more than 5% of our voting securities; or (c) any immediate family member of a person described in clauses (a), or (b) of this sentence. A related party may have an indirect material interest through an entity in which he or she is employed or is an executive officer partner or is in a similar position, or in which such person, together with all other related parties, has in the aggregate 5% or greater equity interest.

During fiscal years 2024 and 2023, we did not enter into any transactions with related parties that required review, approval or ratification pursuant to the Policy, nor are we currently aware of any such proposed transactions.

Stockholders may communicate with any and all members of our Board of Directors by transmitting correspondence by mail or facsimile addressed to one or more directors by name (or to the Chairman, for a communication addressed to the entire Board of Directors) at the following address and fax number:

Communications from our stockholders to one or more directors will be collected and organized by our Chief Financial Officer under procedures approved by our independent directors. The Chief Financial Officer will forward all communications to the Chairman of the Board of Directors or to the identified director(s) as soon as practicable, although communications that are abusive, in bad taste or that present safety or security concerns may be handled differently. If multiple communications are received on a similar topic, the Chief Financial Officer may, in his discretion, forward only representative correspondence.

The Chairman of the Board of Directors will determine whether any communication addressed to the entire Board of Directors should be properly addressed by the entire Board of Directors or a committee thereof. If a communication is sent to the Board of Directors or a committee, the Chairman of the Board or the Chairman of that committee, as the case may be, will determine whether a response to the communication is warranted. If a response to the communication is warranted, the content and method of the response will be coordinated with our Chief Financial Officer.

On March 4, 2025, the Audit Committee and the Board of Directors engaged PricewaterhouseCoopers LLP to continue in its capacity as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025. Stockholders will be asked at the Annual Meeting to ratify the engagement of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

Although the engagement of PricewaterhouseCoopers LLP is not required to be submitted to a vote of the stockholders, the Board of Directors believes it is appropriate as a matter of policy to request that the stockholders ratify the selection of the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. If the stockholders fail to ratify the appointment, the Audit Committee of the Board of Directors will consider whether to select other auditors for the subsequent year. Even if the selection is ratified, the Board of Directors or the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Board of Directors or Audit Committee feels that such a change would be in the best interests of the Company and our stockholders.

The Company anticipates that a representative of PricewaterhouseCoopers LLP will be present at the Annual Meeting. Such representative will be given the opportunity to make a statement if he or she desires to do so and is expected to be available to respond to appropriate questions at the meeting.

The following table sets forth the aggregate fees billed to the Company for the fiscal years ended December 31, 2024, and 2023 by PricewaterhouseCoopers LLP:

The Audit Committee has considered whether the provisions of services described in the table above are compatible with maintaining auditor independence. Before the independent auditor is engaged by the Company or its subsidiaries to render audit or non-audit services, the Audit Committee shall pre-approve the engagement. Audit Committee pre-approval of audit and non-audit services will not be required if the engagement for the services is entered into pursuant to pre-approval policies and procedures established by the Audit Committee regarding the Company’s engagement of the independent auditor, provided the policies and procedures are detailed as to the particular service, the Audit Committee is informed of each service provided and such policies and procedures do not include delegation of the Audit Committee’s responsibilities under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to the Company’s management. All of the fees described above under Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees were pre-approved by the Audit Committee pursuant to its pre-approval policies and procedures.

Approval of this proposal requires the affirmative vote of a majority of the votes cast by holders of shares of ISG common stock represented in person or by proxy at the Annual Meeting. Abstentions will have no effect on the outcome of this proposal because they are not considered “votes cast” for voting purposes. Under applicable rules, brokers who hold shares in street name for their customers that are the beneficial owners of those shares have the authority to only vote on certain “routine” items in the event that they have not received instructions from beneficial owners. This Proposal No. 2 is considered a “routine” item, and accordingly, brokers and other nominees will have discretionary authority to vote on this Proposal No. 2. We expect that there will be no broker non votes on this proposal.

The directors who serve on the Audit Committee are all “independent” in accordance with Nasdaq requirements and applicable SEC rules and regulations. We have reviewed and discussed with management the Company’s Annual Report on Form 10-K, which includes the Company’s integrated audited of the consolidated financial statements for the year ended December 31, 2024 and management’s report on internal control over financial reporting using the criteria set forth in the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013).

During 2024, the Audit Committee fulfilled all of its responsibilities under its charter that was effective during 2024. As part of the Company’s governance practices, the Audit Committee reviews its charter on an annual basis and, when appropriate, recommends to the Board of Directors changes to its charter. The current Audit Committee charter can be obtained through our website (ir.isg-one.com/corporate-overview/documents).

We have discussed with the independent registered public accounting firm, PricewaterhouseCoopers LLP, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and reviewed the results of the independent registered public accounting firm’s integrated audit of the consolidated financial statements.

We have received and reviewed the written disclosures and the letter from PricewaterhouseCoopers LLP, required by the applicable requirements of the Public Company Accounting Oversight Board, regarding the independent accountant’s communications with the Audit Committee concerning independence, and have discussed with the independent registered public accounting firm its independence.

Based on the reviews and discussions referred to above, we recommended to the Company’s Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 for filing with the Securities and Exchange Commission.

We are including in this Proxy Statement a separate resolution asking stockholders to vote to approve, in a non-binding advisory vote, the compensation paid to our Named Executive Officers (as defined below) as disclosed in this Proxy Statement on pages 32-43 pursuant to the rules of the SEC. The language of the resolution is as follows:

RESOLVED, THAT THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT, INCLUDING THE COMPENSATION TABLES AND ANY RELATED NARRATIVE DISCUSSION, IS HEREBY APPROVED.

This item is commonly referred to as a “say-on-pay” proposal. A large majority of our stockholders - 96% of the votes cast - approved our compensation program as described in our proxy statement in 2024.

In considering your vote, you may wish to review the information on the Company’s compensation policies and decisions regarding its Named Executive Officers presented in the section entitled “Executive Compensation” beginning on page 32, as well as the discussion regarding the Compensation Committee beginning on page 9.

In particular, stockholders should note the following:

Because this vote is advisory and non-binding on the Board of Directors, the Board and the Compensation Committee will review and consider the voting results, as well as other communications from stockholders relating to our compensation practices and take them into account in future determinations concerning our executive compensation programs. The next such vote will occur at our 2026 annual meeting of stockholders.

Approval of this proposal requires the affirmative vote of a majority of the votes cast by holders of shares of ISG common stock represented in person or by proxy. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

At the Annual Meeting, stockholders will be asked to approve an amendment to the Amended and Restated 2007 Equity and Incentive Award Plan, as further amended (the “Incentive Plan”), primarily to increase the number of shares of common stock available for issuance under the Plan by 4,400,000 shares and take related actions as described below (the “Incentive Plan Amendment”). The additional shares available for issuance pursuant to the Incentive Plan Amendment, if approved by stockholders, are expected to benefit ISG by helping us continue to:

The Board of Directors and the Compensation Committee believe that awards linked to common stock and awards with terms tied to our performance provide incentives for the achievement of important performance objectives and promote the long-term success of ISG. Therefore, they view the Incentive Plan Amendment and the Incentive Plan as a key element of our overall compensation program.

Additional changes implemented by the Incentive Plan Amendment will be to (i) extend the termination date for the making of grants from April 30, 2025 until the fifth anniversary of stockholder approval of this Proposal 4 and (ii) make it that any awards granted under the Incentive Plan may not vest or become exercisable less than one year from the date of grant.

The Board of Directors believes that the Incentive Plan promotes the interests of stockholders and is consistent with principles of effective corporate governance, among other reasons, because:

As of February 25, 2025, 528,182 shares remain available for new grants under the Incentive Plan, with each share delivered under the Incentive Plan counting as one share against the share pool. The proposed Incentive Plan Amendment would amend Section 3 of the Incentive Plan to increase the number of shares issuable under the Incentive Plan by 4,400,000 so that the total number of shares available for grants is 4,928,182 and the total number of shares subject to outstanding awards and to be available for future awards is 9,549,773.

On March 4, 2025, our Board of Directors, upon recommendation of the Compensation Committee, adopted the Incentive Plan Amendment, subject to approval by our stockholders. If our stockholders approve the Incentive Plan Amendment, it will become effective as of the date of such stockholder approval. If stockholders decline to approve the Incentive Plan Amendment, no additional shares will become available for awards under the Incentive Plan, but awards may continue to be granted under the current terms of the Incentive Plan, to the extent of available shares, and otherwise under other authority of the Board of Directors and the Compensation Committee.

The additional shares available for issuance under the Incentive Plan, if our stockholders approve this Proposal 4, are intended to cover equity awards over the next several fiscal years. The Company frequently uses equity awards in lieu of cash to reward for annual performance.

Except as described above, the Company is not seeking to make any other material changes to the terms of the Incentive Plan at this time. A copy of the Incentive Plan, reflecting changes related to the Incentive Plan Amendment, is attached as Appendix A to this Proxy Statement, and below is a summary of the material terms of the Incentive Plan (which is qualified in its entirety by reference to the full text of the Incentive Plan).

The Incentive Plan authorizes a broad range of award types, including:

Information on the number of shares available under the Incentive Plan, our only equity award plan, and under our Amended and Restated 2007 Employee Stock Purchase Plan, and unissued shares deliverable under outstanding RSUs as of the end of the last fiscal year, is presented beginning on page 25 of this Proxy Statement under the caption “Equity Compensation Plan Information Table.”

Based on the outstanding equity awards under the Incentive Plan as of February 25, 2025, and assuming stockholders approve the Incentive Plan Amendment, the total number of shares subject to outstanding awards and to be available for future awards under the Incentive Plan (which would be our only continuing equity award plan) would be as follows:

The delivery of shares upon the exercise or settlement of an award reduces the shares available under the Incentive Plan by one share for each share delivered, whether the delivery results from the exercise of an option or SAR or is a settlement of an RSU or other full-value award. Shares that are deliverable in connection with an award that terminates, lapses or is forfeited or canceled will be deemed not to have been delivered and will be available for further awards under the Incentive Plan. Shares withheld to pay the exercise price or tax withholding obligations relating to options or SARs will be treated as delivered under the Incentive Plan, but shares withheld to pay the tax withholding obligations relating to other awards will not be treated as delivered and therefore will be available for further awards under the Incentive Plan. Cash settlement of an award will not be treated as delivery of shares and therefore will not reduce the shares available under the Incentive Plan.

On February 25, 2025, the last reported sale price of our common stock on the Nasdaq Global Market was $3.07 per share.

The Incentive Plan imposes annual limits on the awards that may be granted to or earned by a single participant, as follows (share limits are subject to adjustment, as described below):

We seek approval of the Incentive Plan Amendment by our stockholders in order to meet the requirements of Nasdaq and to comply with provisions of the Incentive Plan that require increases in the share pool be approved by stockholders. In addition, the Board of Director believes that seeking stockholder approval of this Proposal 4 is desirable and consistent with corporate governance best practices.

The Incentive Plan is administered by the Compensation Committee, except that the Board of Directors may itself act to administer the Incentive Plan. Subject to the terms and conditions of the Incentive Plan, the Compensation Committee is authorized to select participants, determine the type and number of awards to be granted and the number of shares to which awards will relate or the cash amount earnable as a performance award, specify times at which awards will be exercisable or settled, including performance conditions that may be required as a condition thereof, set other terms and conditions of such awards, prescribe forms of award agreements, interpret Incentive Plan terms and make all other determinations that the Compensation Committee believes may be necessary or advisable for the administration of the Incentive Plan. The Incentive Plan authorizes the Compensation Committee to delegate authority to a sub-committee or to officers, subject to applicable limitations under tax, securities and corporate law.

Awards may be made under the Incentive Plan in assumption of, or in substitution for, outstanding awards previously granted by ISG or its affiliates or a company acquired by ISG or with which ISG combines. The number of shares underlying any such assumed or substitute awards will not be counted against the aggregate number of shares that otherwise are available for grant under the Incentive Plan in the case of an assumption or substitution of awards for those of a company acquired by ISG or with which ISG combines.

The Incentive Plan Amendment will extend the termination date for the making of grants from April 30, 2025 until the fifth anniversary of stockholder approval of this Proposal 4. Awards granted before the date on which authority to make further grants terminates may extend beyond that termination date.

The “repricing” of an outstanding option or SAR is prohibited without prior approval of our stockholders. For this purpose, a “repricing” means any of the following (or any other action that has the same effect as the following): (i) changing the terms of an option or SAR to lower its exercise price; (ii) any other action that is treated as a “repricing” under generally accepted accounting principles; and (iii) repurchasing or canceling an option or SAR at a time when its exercise price is greater than the fair market value of the underlying shares for cash or in exchange for another award, unless the cancellation and exchange occurs in connection with a change in capitalization or similar change for which an award adjustment is authorized. Such cancellation and exchange would be considered a “repricing” regardless of whether it is treated as a “repricing” under generally accepted accounting principles and regardless of whether it is voluntary on the part of the participant.

Executive officers and other employees of ISG and its subsidiaries, and non-employee directors and independent contractors, are eligible to be selected as participants in the Incentive Plan. As of February 25, 2025, approximately 1,300 persons are potentially eligible for awards under the Incentive Plan. In addition, as of February 25, 2025, equity awards outstanding under the Incentive Plan were held by a total of 360 current and former ISG employees, contractors and members of the Board of Directors. Nothing in the Incentive Plan precludes the Compensation Committee from authorizing payment of other compensation, including bonuses based upon performance, to executive officers, other employees, non-employee directors and independent contractors outside of the Incentive Plan.

Options granted under the Incentive Plan will be, as determined by the Compensation Committee, non-qualified or incentive stock options for federal income tax purposes, as evidenced by the related award agreements, and will be subject to the terms and conditions specified in the Incentive Plan and other terms and conditions specified by the Compensation Committee.

Option Exercise Price. The option exercise price per share will be determined by the Compensation Committee, but will not be less than 100% of the fair market value of a share on the date an option is granted (other than in the case of options granted in substitution of previously granted awards, to the extent necessary to preserve the in-the-money value of the previously granted award).

Exercisability. Options granted under the Incentive Plan will be exercisable at such time and upon such terms and conditions as may be determined by the Compensation Committee, but in no event will an option be exercisable more than ten years after the date it is granted or, subject to stockholder approval of this Proposal 4, less than one year after the date it is granted. The Compensation Committee will determine the vesting terms of options, in its discretion.

Exercise of Options. Except as otherwise provided in the Incentive Plan or in an award agreement, an option may be exercised for all, or from time to time any part, of the shares for which it is then exercisable. The purchase price for the shares as to which an option is exercised will be paid to ISG as designated by the Compensation Committee, either: (i) in cash or its equivalent; (ii) in shares having a fair market value equal to the aggregate option exercise price for the shares being purchased and satisfying such other requirements as may be imposed by the Compensation Committee (which may include the withholding by ISG of shares deliverable upon exercise of the option to satisfy the exercise price); (iii) partly in cash and partly in such shares; (iv) through the delivery of irrevocable instructions to a broker to sell shares obtained upon the exercise of the option and to deliver promptly to ISG an amount out of the proceeds of such sale equal to the aggregate option exercise price for the shares being purchased; or (v) through net settlement in shares. No participant will have any rights to dividends or other rights of a stockholder with respect to shares subject to an option until the participant has given written notice of exercise of the option, paid in full for such shares and, if applicable, has satisfied any other conditions imposed by the Compensation Committee pursuant to the Incentive Plan.

Grants. The Compensation Committee may grant (i) a SAR independent of an option or (ii) a SAR in connection with an option, or a portion thereof. A stock appreciation right granted in connection with an option (A) may be granted at the time the related option is granted or at any time prior to the exercise or cancellation of the related option, (B) will cover the same number of shares covered by the option (or such lesser number of shares as the Compensation Committee may determine) and (C) will be subject to the same terms and conditions as the option except for such additional limitations as the Compensation Committee may impose.

Terms. The exercise price per share of a SAR will be an amount determined by the Compensation Committee but in no event will such amount be less than the fair market value of a share on the date the SAR is granted (other than in the case of SARs granted in substitution of previously granted awards, to the extent necessary to preserve the in-the-money value of the previously granted award); provided, however, that in the case of a SAR granted in conjunction with an option, or a portion thereof, the exercise price may not be less than the option exercise price of the related option. Each SAR will entitle a participant upon exercise to an amount equal to (i) the excess of (A) the fair market value on the exercise date of one share over (B) the exercise price per share, times (ii) the number of shares or portion thereof covered by the SAR being exercised. Payment will be made in shares or in cash, with any shares valued at fair market value at the exercise date, all as determined by the Compensation Committee.

Limitations. The Compensation Committee may impose, in its discretion, such vesting requirements and conditions upon the exercisability of SARs as it may determine, but in no event will a SAR be exercisable more than ten years after the date it is granted or, subject to stockholder approval of this Proposal 4, less than one year after the date it is granted.

The Compensation Committee may grant or sell awards of shares, awards of restricted stock, RSUs and awards that are valued in whole or in part by reference to or are otherwise based on the fair market value of, shares. Such other stock-based awards will be in such form, and dependent on such conditions, as the Compensation Committee will determine, including, without limitation, the right to receive, or vest with respect to, one or more shares (or the equivalent cash value of such shares) upon the completion of a specified period of service, the occurrence of an event and/or the attainment of performance objectives. Other stock-based awards may be granted alone or in addition to any other awards granted under the Incentive Plan. Subject to the provisions of the Incentive Plan, the Compensation Committee will determine to whom and when other stock-based awards will be made; the number of shares to be awarded under (or otherwise related to) such other stock-based awards; whether such other stock-based awards will be settled in cash, shares or a combination of cash and shares; the vesting provisions of the awards (provided that, subject to stockholder approval of this Proposal 4, in no event will a stock-based award be exercisable less than one year after the date it is granted) and all other terms and conditions of the awards. Dividends or dividend equivalents may be paid or credited on other stock-based awards (such as RSUs), but they must be subject to the same vesting (or more stringent vesting) as that applicable to the underlying awards.

The Compensation Committee may grant incentive awards providing an opportunity to earn specified cash amounts (i.e., the award is denominated in cash rather than in shares) by achievement of specified performance goals. All incentive awards are subject to the per-person limitation applicable to cash performance-based awards. The Compensation Committee will specify the performance period and performance goals for each incentive award; an incentive award with a performance period of one year or less may be designated as an “Annual Incentive Award.” The Compensation Committee may specify additional terms of the award, which may include terms providing for the award to be deemed to be earned or vest on an accelerated basis or without regard to performance in specified circumstances, such as a change in control or termination of the employment of the participant. Subject to the provisions of the Incentive Plan, the Compensation Committee will determine to whom and when incentive awards will be granted and the cash denominated amounts that may be earned. Earnings may be credited on incentive awards during any period the award remains outstanding following the attainment of the performance goals. Incentive awards may be settled in cash, shares or other awards, provided that the Compensation Committee has specified the timing and other terms of any conversion of cash amounts earned or earnable under the incentive award into shares or other awards.

Certain other stock-based awards or cash-denominated incentive awards may be granted by the Compensation Committee based on performance goals, including: (i) earnings before or after taxes (including earnings before interest, taxes, depreciation and amortization); (ii) net income; (iii) operating income; (iv) earnings per share; (v) book value per share; (vi) return on stockholders’ equity; (vii) expense management; (viii) return on investment; (ix) improvements in capital structure; (x) profitability of an identifiable business unit or product; (xi) maintenance or improvement of profit margins; (xii) stock price; (xiii) market share; (xiv) revenues or sales; (xv) costs; (xvi) cash flow; (xvii) working capital; (xviii) return on assets; and (xix) total stockholder return. The foregoing criteria may relate to ISG, one or more of its affiliates or one or more of its or their divisions or units, or any combination of the foregoing, and may be applied on an absolute basis and/or be relative to prior period performance or to the performance of one or more peer group companies or indices, or any combination thereof, all as the Compensation Committee will determine. In addition, the performance goals may be calculated eliminating bonuses, capital charges, non-recurring or extraordinary income or expense, or other pre-specified financial items of income or expense for the performance period. The Compensation Committee retains discretion to grant awards subject to performance goals other than those listed above.

The Compensation Committee will determine whether, for a performance period, the applicable performance goals have been met with respect to a given participant and, if they have, will determine the amount earned under the applicable performance-based award. The amount of the performance-based award actually paid to a given participant may be less than the amount determined by the applicable performance goal formula, at the discretion of the Compensation Committee. The amount of the performance-based award earned generally will be paid to the participant after the end of the performance period at such time as the Compensation Committee has specified for the award, except that a participant may, if and to the extent permitted by the Compensation Committee and consistent with the applicable provisions of the Code, elect to defer payment of a performance-based award.

Unless otherwise determined by the Compensation Committee and subject to the limitation that in no circumstances may an award be transferred by the participant for consideration or value, an award will not be transferable or assignable by the participant otherwise than by will or by the laws of descent and distribution or to a designated beneficiary in the event of death. An award exercisable after the death of a participant may be exercised by the legatees, personal representatives, distributees or designated beneficiaries of the participant.

In the event of any change in the outstanding shares by reason of any share dividend or split, reorganization, recapitalization, merger, consolidation, spin-off, combination, combination or transaction or exchange of shares or other corporate exchange or equity restructuring (as defined under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718), or any distribution to stockholders other than regular cash dividends or any transaction similar to the foregoing, the Compensation Committee shall make such substitution or adjustment, if any, in a manner it deems to be equitable, as to (i) the number or kind of shares or other securities issued or reserved for issuance pursuant to the Incentive Plan or pursuant to outstanding awards, (ii) the maximum number of shares for which options or stock appreciation rights may be granted during a calendar year to any participant, (iii) the maximum amount of a performance-based award that may be granted during a calendar year to any participant, (iv) the option exercise price or exercise price of any stock appreciation right and/or (v) any other affected terms of such awards; provided, that, for the avoidance of doubt, in the case of the occurrence of any of the foregoing events that constitutes an “equity restructuring” (within the meaning of the FASB ASC Topic 718), the participant shall have a legal right to receive an equitable adjustment to his or her outstanding awards to reflect such event.

In the event of a change in control after the effective date of the Incentive Plan, (i) if determined by the Compensation Committee in the applicable award agreement or otherwise, any outstanding awards then held by participants that are unexercisable or otherwise unvested or subject to lapse and/or performance restrictions will automatically be deemed exercisable or otherwise vested or no longer subject to lapse and/or performance restrictions, as the case may be, as of immediately prior to such change in control and (ii) the Compensation Committee may, but will not be obligated to, (A) accelerate, vest or cause the restrictions to lapse with respect to

all or any portion of an award, (B) cancel such awards for fair value (as determined in the sole discretion of the Compensation Committee) which, in the case of options and stock appreciation rights, may equal the excess, if any, of value of the consideration to be paid in the change in control transaction to holders of the same number of shares subject to such options or stock appreciation rights (or, if no consideration is paid in any such transaction, the fair market value of the shares subject to such options or stock appreciation rights) over the aggregate exercise price of such options or stock appreciation rights, (C) provide for the issuance of substitute awards that will substantially preserve the otherwise applicable terms of any affected awards previously granted hereunder as determined by the Compensation Committee in its sole discretion or (D) provide that for a period of at least ten business days prior to the change in control, such options or stock appreciation rights will be exercisable as to all shares subject thereto and that upon the occurrence of the change in control, such options or stock appreciation rights will terminate and be of no further force and effect. The Compensation Committee has determined to provide for accelerated vesting of awards in certain circumstances relating to a change in control, as described on page 36.

The Board of Directors may amend, alter or discontinue the Incentive Plan, but no amendment, alteration or discontinuation will be made (a) without the approval of the stockholders of ISG, if such action would increase the total number of shares reserved for the purposes of the Incentive Plan or change the maximum number of shares for which awards may be granted to any participant, (b) without the consent of a participant, if such action would materially diminish any of the rights of the participant under any award theretofore granted to such participant under the Plan or (c) without the approval of the stockholders of ISG, to “reprice” options or SARs, as described above; provided, however, that the Compensation Committee may amend the Incentive Plan in such manner as it deems necessary to permit the granting of awards meeting the requirements of the Code or other applicable laws (including, without limitation, to avoid adverse tax consequences to ISG or to participants). Under these rules, however, stockholder approval will not necessarily be required for all amendments that might increase the cost of the Plan or broaden eligibility.

It is intended that awards under the Incentive Plan will not be granted, deferred, accelerated, extended, paid out or modified in a manner that would result in the imposition of an additional tax under Section 409A of the Code upon a participant. If the Compensation Committee reasonably determines that, as a result of Section 409A of the Code, a payment in respect of an award constitutes deferred compensation and the payment in connection with a termination of service would result in a tax penalty to the participant, ISG will make such payment on the first day that would not result in the participant incurring such a penalty.

The following summary of the federal income tax consequences relating to awards under the Incentive Plan is intended to reflect the current provisions of the Code and the regulations thereunder. This summary is intended for the information of stockholders and not as tax planning guidance for Incentive Plan participants. It is not intended to be a complete statement of applicable tax law, and in particular it does not address federal taxes other than income taxes and does not address state and local tax considerations or non-United States tax considerations.

Certain of the United States federal income tax consequences to a participant and to his or her employer resulting from stock options and SARs granted under the Plan should generally be as set forth in the following summary:

A participant to whom an incentive stock option that qualifies under Section 422 of the Code is granted will not recognize income at the time of grant or, in general, at the time of exercise of such option. No federal income tax deduction will be allowable to the participant’s employer upon the grant or exercise of such incentive stock option. However, upon the exercise of an incentive stock option, special alternative minimum tax rules apply to the participant.

When the participant sells shares acquired through the exercise of an incentive stock option more than one year after the date of transfer of such shares and more than two years after the date of grant of such incentive

stock option, the participant will normally recognize a long-term capital gain or loss equal to the difference, if any, between the sale prices of such shares and the incentive stock option exercise price. If the participant does not hold such shares for this period, when the participant sells such shares, the participant generally will recognize ordinary compensation income equal to the lesser of (i) the fair market value of the shares at the date of exercise minus the exercise price or (ii) the amount realized upon the disposition of the shares minus the exercise price, and the participant’s employer will generally be entitled to a federal income tax deduction in the amount of such ordinary compensation income. ISG will not be entitled to a tax deduction for any capital gain recognized by the participant upon the sale of shares acquired upon exercise of an incentive stock option.

An individual to whom an option that is not an incentive stock option (a “non-qualified option”) or a SAR is granted will not recognize income at the time of grant of such option or SAR. When such individual exercises such non-qualified option or SAR, the individual will recognize ordinary compensation income equal to the excess, if any, of the fair market value, as of the date of exercise, of the shares the individual receives over the option exercise price or, in the case of a SAR, the fair market value of the shares or cash received upon exercise. The individual’s tax basis of shares received upon exercise will be equal to the exercise price paid, in the case of an option, plus the amount includable in the individual’s gross income resulting from exercise of the option or SAR. The individual’s capital gains holding period for such shares will commence on the day after the date on which the individual recognized taxable income in respect of such shares. Subject to applicable provisions of the Code and regulations promulgated thereunder, the employer of such individual will generally be entitled to a federal income tax deduction in respect of the exercise of non-qualified options or SARs in an amount equal to the ordinary compensation income recognized by the individual. Any such compensation includable in the gross income of a participant in respect of a non-qualified option or SAR will be subject to applicable federal, state, local and foreign income and employment taxes.

Generally, ISG receives a deduction and a participant recognizes taxable income equal to the fair market value of the restricted stock at the time that restrictions on shares awarded lapse, unless the participant elects to recognize the full fair market value of the restricted stock awarded as income immediately upon grant of the shares, by so electing not later than 30 days after the date of grant by ISG to the participant of a restricted stock award as permitted under Section 83(b) of the Code (such an election, a “Section 83(b) election”). In the event the participant makes such an election, the participant is taxed at ordinary income tax rates, and ISG is entitled to a deduction for an equivalent amount at the same time. Upon disposition by a participant of any restricted shares following the lapse of any restrictions, any difference between the participant’s tax basis in the shares (e.g., the amount of the ordinary income recognized, if any, by the participant upon either the making of the Section 83(b) election or upon the lapsing of the restrictions, as applicable) and the amount realized on the participant’s disposition of shares is treated as short-term or long-term capital gain or loss. Upon a forfeiture of restricted stock as to which the participant filed a Section 83(b) election, the participant would not be entitled to any tax deduction, including as a capital loss, for the value of the shares or property on which he or she previously paid tax. Whether or not a participant recognizes a short-term or long-term capital gain or loss depends upon whether the participant held our shares before disposition thereof for less than or more than one year after the earlier to occur of the date the participant made the Section 83(b) election or the lapsing of the restrictions on the relevant shares, as applicable, and whether or not the participant recognized a gain or loss upon such disposition.

Regarding awards other than options, SARs and restricted stock, awards that result in a transfer to the participant of cash or shares or other property generally will have terms intended to meet applicable requirements under Section 409A of the Code, which regulates deferred compensation. If no restriction on transferability or substantial risk of forfeiture applies to amounts distributed to a participant, the participant generally must recognize ordinary income equal to the cash or the fair market value of shares or property actually received. Thus, for example, if we grant an award of restricted stock units that has vested but which requires an additional period to elapse before cash or shares will be distributed under the vested award, the participant should not become subject to income tax until the time at which shares or cash are actually distributed, and the individual’s employer generally should become entitled to claim a tax deduction at that time.

Code Section 162(m) limits deductibility of compensation in excess of $1 million paid in a given year individually to certain executives. Therefore, compensation to our executive officers resulting from awards under the

Incentive Plan may not be deductible by us. Under Code Section 162(m), certain qualifying performance-based compensation payable under a written binding contract in effect on, and not materially modified after, November 2, 2017 (referred to as “grandfathered” awards) is excluded from the limitation on tax deductibility. Compensation to certain employees resulting from vesting of awards in connection with a change in control or termination following a change in control also may be non-deductible under Sections 4999 and 280G of the Code.

The discussion set forth above does not purport to be a complete analysis of all potential tax consequences relevant to recipients of awards under the Incentive Plan or their employers or to describe tax consequences based on particular circumstances, and does not address the consequences of all possible forms of awards or award features under the Incentive Plan. It is based on United States federal income tax law and interpretational authorities as of the date of this Proxy Statement, which are subject to change at any time.

Future awards under the Incentive Plan will be granted at the discretion of the Compensation Committee. The type, number, recipients and other terms of such future awards cannot be determined at this time. Information regarding our recent practices with respect to stock-based compensation under current plans is presented in the “Summary Compensation Table,” “Outstanding Equity Awards at 2024 Fiscal Year-End Table” and “Equity Compensation Plan Information Table” elsewhere in this Proxy Statement and in our financial statements for the fiscal year ended December 31, 2024 included in the Annual Report that accompanies this Proxy Statement.

The following table lists information regarding outstanding options and shares reserved for future issuance under our Amended and Restated 2007 Equity and Incentive Award Plan and our Amended and Restated 2007 Employee Stock Purchase Plan as of December 31, 2024. We have not issued any shares of our common stock to employees as compensation under a plan that has not been approved by our stockholders.

We are asking ISG’s stockholders to approve an amendment to the Amended and Restated 2007 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”) primarily to increase the number of shares available for issuance under the Employee Stock Purchase Plan by 1,200,000, representing approximately 2.5% of our shares of common stock outstanding as of February 25, 2025 (the “ESPP Amendment”). The amendment will also extend the expiration date of the Employee Stock Purchase Plan from 2030 to 2035.

We adopted the Employee Stock Purchase Plan so we could offer our employees the opportunity to purchase our common stock at a discounted price as an incentive for continued employment and to help align their interests with those of our stockholders. We are proposing an increase in the number of shares available for issuance under the Employee Stock Purchase Plan to enable us to continue providing this benefit to new and current employees. Our Board of Directors approved this amendment on March 4, 2025, subject to stockholder approval. If approved by our stockholders, the ESPP Amendment will become effective as of the Annual Meeting date. The following is a summary of the material features of the Employee Stock Purchase Plan. The full text of the Employee Stock Purchase Plan, reflecting changes related to the ESPP Amendment, is attached hereto as Appendix B.

The Employee Stock Purchase Plan is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code and provides ISG’s employees with an opportunity to purchase shares of ISG common stock through accumulated payroll deductions.

Our management believes that maintaining a competitive employee stock purchase plan is an important element in recruiting, motivating and retaining our employees. The Employee Stock Purchase Plan is designed to more closely align the interests of our employees with those of our stockholders by encouraging employees to invest in our common stock, and to help our employees share in our success through the appreciation in value of such purchased stock. The Employee Stock Purchase Plan, together with our equity plan, is an important employee retention and recruitment vehicle.

As of February 25, 2025, an aggregate of 397,737 shares of common stock remained available for future issuance under the Employee Stock Purchase Plan. We estimate that, with an increase of 1,200,000 shares, we will have a sufficient number of shares of common stock to cover purchases under the Employee Stock Purchase Plan for approximately 6 years. Consequently, our Board of Directors has, subject to stockholder approval, increased the aggregate number of shares issuable under the Employee Stock Purchase Plan by 1,200,000 shares of common stock. Our Board of Directors believes it is in the best interests of the Company and our stockholders to continue to provide our employees with the opportunity to acquire an ownership interest in the Company through their participation in the Employee Stock Purchase Plan.

The total number of shares of common stock currently reserved for issuance over the term of the Employee Stock Purchase Plan is 3,600,000. As of February 25, 2025, an aggregate of 3,202,263 shares of common stock have been issued to employees under the Employee Stock Purchase Plan and 397,737 shares of common stock remained available for future issuance. Assuming that this Proposal No. 5 is approved by our stockholders, the total number of shares of common stock reserved for issuance under the Employee Stock Purchase Plan will be increased to 4,800,000 shares. The shares of common stock issuable under the Employee Stock Purchase Plan may be made available from authorized but unissued shares of common stock or from shares of common stock we reacquire, including shares of common stock repurchased on the open market. If any right to purchase shares of common stock terminates for any reason without having been exercised, the shares of common stock not purchased under such right will again become available for issuance under the Employee Stock Purchase Plan.

The number of shares of ISG’s common stock issued or reserved pursuant to the Employee Stock Purchase Plan and the number of shares subject to, and the exercise price of, outstanding awards is subject to adjustment, as determined by our Board of Directors, on account of stock splits, stock dividends and other dilutive changes to shares of ISG’s common stock.

On February 25, 2025, the last reported sale price of our common stock on the Nasdaq Global Market was $3.07 per share.

As authorized by the Employee Stock Purchase Plan, our Board of Directors has delegated administration of the Employee Stock Purchase Plan to the Compensation Committee. The Compensation Committee has the authority to make rules and regulations for the administration of the Employee Stock Purchase Plan, and its interpretation and decisions with regard to the Employee Stock Purchase Plan are final and binding on all parties.

Generally, all regular employees of ISG and its designated subsidiaries whose customary employment is for at least 20 hours per week and more than five months in a calendar year are eligible to participate in the Employee Stock Purchase Plan, excluding any employee who owns shares that constitute 5% or more of the total combined voting power or value of all classes of shares of ISG or any subsidiary. We estimate that, approximately 1,300 employees are eligible to participate in the Employee Stock Purchase Plan.

Eligible employees may participate in the Employee Stock Purchase Plan by electing to participate in a given offering period pursuant to the procedures set forth by the Compensation Committee. A participant’s election to participate in the Employee Stock Purchase Plan will continue until the participant makes a new election or withdraws from an offering period or the Employee Stock Purchase Plan.

Participants may elect to deduct from 1% to 10% of their base cash compensation, excluding bonuses, stock compensation income and other forms of extraordinary compensation. No participant will be granted an option under the Employee Stock Purchase Plan if such option would permit his or her rights to purchase shares of ISG common stock under all employee stock purchase plans (described in Section 423 of the Code) of ISG and its subsidiaries to accrue at a rate that exceeds $25,000 of the fair market value of such common stock (determined at the time such option is granted) for each calendar year in which such option is outstanding at any time. Certain provisions of the Employee Stock Purchase Plan intended to satisfy applicable U.S. federal tax laws impose additional limitations on the amount of common stock that may be purchased during any calendar year by a participant.

The Employee Stock Purchase Plan designates offering periods and purchase dates. Offering periods are generally consecutive three-month periods as established by the Compensation Committee. On the first trading day of each offering period (such date, the “offering date”), each participant will be granted an option to purchase on the last trading day of that offering period (the “purchase date”) such number of shares of ISG common stock as is determined by dividing the total amount that has been withheld from the employee’s compensation under the Employee Stock Purchase Plan during that offering period by the applicable purchase price; provided, however, each participant’s shares of common stock will remain subject to a transfer restriction during the six month period immediately following the purchase date. The purchase price shall be 90% of the fair market value of the shares on purchase date. The participant’s option is automatically exercised on the purchase date.

The Compensation Committee will determine the terms and conditions under which a participant may withdraw from an offering period or the Employee Stock Purchase Plan. A participant’s participation in the Employee Stock Purchase Plan will be terminated upon the termination of such participant’s employment for any reason. Upon a termination of a participant’s employment during an offering period, all payroll deductions credited to such participant’s plan account will be refunded to the participant.

The Board of Directors may amend, suspend or terminate the Employee Stock Purchase Plan at any time; provided, however, that no such actions may adversely affect outstanding options, except in connection with a change in control of ISG or other corporate event. To the extent necessary to comply with the requirements of Section 423 of the Code, ISG will obtain stockholder approval of any amendment, alteration or discontinuation of the Employee Stock Purchase Plan.

The Employee Stock Purchase Plan will terminate upon the earlier of (i) the termination of the Employee Stock Purchase Plan by the Board of Directors or (ii) the tenth anniversary of the date in 2025 on which the stockholders of the Company approve the ESPP Amendment.

ISG reserves the right to withhold from shares or compensation paid to a participant any amounts which it is required by law to withhold.

In the event of a dissolution or liquidation of ISG, any options outstanding under the Employee Stock Purchase Plan will generally terminate immediately prior to the proposed dissolution or liquidation and all contributions will be refunded to the participants. In the event of a change in control (as defined in the Employee Stock Purchase Plan), the Board of Directors may provide for the following: (1) each option may be assumed or an equivalent option substituted by the successor corporation, (2) the offering period in effect may be shortened and terminated immediately prior to the proposed change in control, (3) all outstanding options may terminate with all contributions returned to participants, and/or (4) the option may continue unchanged.

The following summary describes the principal U.S. federal (and not state, foreign or local) income tax consequences under the Employee Stock Purchase Plan to ISG and participating employees as of the date of this Proxy Statement. The summary is general in nature and not intended to cover all the tax consequences that may apply to a particular employee or ISG. The applicable provisions of the Code and related regulations are complicated, and their impact in any one case may depend upon the particular circumstances.

As noted above, the Employee Stock Purchase Plan is intended to qualify as an employee stock purchase plan within the meaning of Section 423 of the Code. Under Section 423, a participant who elects to participate in the Plan will not recognize income and ISG will not receive a deduction at the time an option is granted or when the participant purchases or receives delivery of shares under the Employee Stock Purchase Plan. However, the participant’s payroll deduction contributions under the Employee Stock Purchase Plan are earnings that are subject to federal income tax. In other words, those payroll contributions used to purchase shares under the Employee Stock Purchase Plan are “after-tax” amounts.

Upon selling or disposing of their shares, a participant may need to recognize compensation taxed as ordinary income. The amount of such ordinary income will depend on whether the participant has held the shares for a prescribed holding period, which is two years from the opening of the offering period and one year from the purchase date (the “two-year/one-year holding period”).

Holding Period Met. If a participant disposes of their shares at a date after the two-year/one-year holding period (or if the participant dies at any time) (a “qualifying disposition”), the participant will recognize ordinary income in an amount equal to the lesser of:

The participant’s “tax basis” in the shares disposed of will be the sum of the purchase price plus the amount that is includable in his or her income as ordinary income. Any additional gain (if the selling price exceeds the tax basis) or loss (if the selling price is less than the tax basis) will be a long-term capital gain or loss. ISG will not be entitled to a tax deduction when the shares are disposed of after the expiration of the two-year/one-year holding period, even with respect to the portion of gain taxed to the participant as ordinary income.

Holding Period Not Met. If a participant disposes of the shares purchased under the Employee Stock Purchase Plan before the end of the two-year/one-year holding period (a “disqualifying disposition”), the participant will recognize ordinary income in an amount equal to the excess of the fair market value of such shares on the date of purchase over the purchase price. The participant’s “tax basis” in the shares disposed of

will be the sum of the purchase price plus the amount that is includable in his or her income as ordinary income. If the selling price of the shares is higher than this tax basis, the excess amount will be capital gain, either short-term or long-term, depending on the holding period for such shares. If the selling price of the shares is lower than this tax basis, such shortfall will be capital loss, either short-term or long-term. ISG generally will be entitled to a tax deduction equal to the amount the participant is required to include as ordinary income, but no tax deduction corresponding to any amount of capital gain or loss to the participant.

Participation in the Employee Stock Purchase Plan is voluntary, and each eligible employee makes his or her own decision whether and to what extent to participate in the Employee Stock Purchase Plan. In addition, the Compensation Committee has not approved any grants of purchase rights that are conditioned on stockholder approval of the ESPP Amendment. Accordingly, we cannot currently determine the benefits or number of shares that will be received in the future by individual employees or groups of employees under the Employee Stock Purchase Plan. Our non-employee directors are not eligible to participate in the Employee Stock Purchase Plan.

The table below shows, as to the listed individuals and specified groups, the number of shares of common stock purchased under the Employee Stock Purchase Plan during fiscal 2024.

Approval of this proposal requires the affirmative vote of a majority of the votes cast by holders of shares of ISG common stock represented in person or by proxy at the Annual Meeting. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

The following table sets forth certain biographical information concerning each of our executive officers and directors. Following years of dedicated service, Neil G. Budnick has chosen to retire from the Board, effective March 14, 2025, and is not represented in the following biographical disclosures. The Board of Directors has appointed Samuel L. Molinaro Jr. to succeed Mr. Budnick as a Class I Director of the Company, effective as of March 14, 2025.

Michael P. Connors has served as our Chairman of the Board and Chief Executive Officer since our inception. A description of Mr. Connors’ background and business experience is provided under “Proposal No. 1 Election of Directors.”

Todd D. Lavieri has served as Vice Chairman and President – ISG Americas and Asia Pacific, since July 2018, working closely with the executive leadership team on corporate strategy, evaluating and integrating organic and inorganic business growth opportunities and governance matters. ISG Americas is the Company’s largest region, encompassing more than half of ISG’s revenues. Mr. Lavieri joined ISG in July 2014. Previously, Mr. Lavieri was with IBM, where he served as general manager of IBM Global Consulting and more recently as general manager, Global Business Services, IBM Canada. Before joining IBM in 2010, Mr. Lavieri was President and CEO of Archstone Consulting, a strategy and operations advisory firm he founded in 2003 and sold to The Hackett Group in 2009. Earlier, he was a partner at Deloitte Consulting and a member of its Global Management Committee during a distinguished 13-year career with the firm. An expert on business transformation and growth strategies, he has personally advised Global 1000 clients across such sectors as manufacturing, retail, life sciences, healthcare, energy and consumer products. Mr. Lavieri is a graduate of Trinity College, Hartford, Connecticut, and holds an MBA from Duke University’s Fuqua School of Business.

Michael Sherrick has served as our Executive Vice President and Chief Financial Officer since August 2023. He is responsible for all areas of finance, investor relations, M&A and legal affairs. Previously, Mr. Sherrick served in a variety of roles at Cognizant including most recently Chief Operating Officer of Cognizant Software & Platform Engineering. In 2013, he co-founded Scoria Capital Partners where he managed the firm’s investments in the technology, business services and consumer sectors. Earlier in his career, he held various positions including with S.A.C Capital, Morgan Stanley and PricewaterhouseCoopers LLP. Mr. Sherrick is a graduate of Bucknell University and is both a licensed certified public accountant and a chartered financial analyst.

Thomas S. Kucinski has served as our Executive Vice President and Chief Human Resources Officer since June 2017. Mr. Kucinski is responsible for the Company’s overall human resources function, with a particular focus on strategic talent management, leadership development and organizational change initiatives. An accomplished global human resources leader with more than 30 years of experience in the professional services, finance and consumer products industries, Mr. Kucinski joined ISG in 2013 as our Global Leader—Total Rewards and HR Operations. Prior to ISG, he held human resources leadership roles at Nasdaq OMX, Nielsen and American Express, with a particular emphasis on compensation and benefits strategy and design. Mr. Kucinski holds a master’s degree in human resources management from Rutgers University and a B.S. in Psychology from the University of Scranton.

Gerald S. Hobbs has served as our Director since January 2008. He is an operating partner at BV Investments, LLC. Previously, Mr. Hobbs was the Chairman and CEO of VNU, Inc., now Nielsen Holdings plc, and Vice-Chairman of the Executive Board of VNU N.V., until his retirement in April 2003. Mr. Hobbs has served as Chairman, and Director of the American Business Media, BPA International and the Advertising Council, Inc. He retired from the boards of directors of The Nielsen Company and BNA, Inc. in 2010 and 2011, respectively. He was a member of the Audit Committee at both companies.

Bruce N. Pfau has served as our Director since July 2019. Over a 30-year career, Mr. Pfau, a former long-time senior executive with KPMG LLP (“KPMG”), has served as a billable C-suite consultant, P&L partner and consulting practice leader; as a vice chairman of a Big 4 accounting and consulting firm; and as a business author, speaker and noted expert on human-capital-intensive, data-driven businesses. Mr. Pfau joined KPMG in 2004 and served as the firm’s vice chairman of Human Resources and Communications for 12 years. During this time, he was a member of the 10-person KPMG management committee responsible for leading the firm and served on the KPMG acquisition committee that oversaw the acquisition of 10 businesses. Upon his mandatory retirement from his vice chairman role at age 60, he served from 2016 to 2018 as a partner, senior consultant and ambassador to some of KPMG’s increasingly important executive markets. Earlier in his career, Mr. Pfau held executive positions with services firms including Watson Wyatt Worldwide (now Willis Towers Watson) and Hay Group (now Korn Ferry Hay). Mr. Pfau holds a bachelor’s degree from Tufts University and master’s and doctoral degrees from Loyola University, Chicago.

Christine Putur has served as our Director since March 2014. A description of Ms. Putur’s background and business experience is provided under “Proposal No.1 Election of Directors.”

Kalpana Raina has served as our Director since August 2009. Ms. Raina is the managing partner of 252 Solutions, LLC, an advisory firm that specializes in strategic development and implementation. Previously, Ms. Raina was a senior executive with The Bank of New York (the “Bank”), a global financial services company. She joined the Bank in 1989 and held a variety of leadership positions, most recently Executive Vice President and Head of European Country Management and Corporate Banking. Prior to that, she served in Mumbai, India as the Bank’s Executive Vice President, International. During her 18-year career with the Bank she had responsibility for clients in the media, telecommunications, healthcare, retailing, hotels and leisure and financial services industries in Asia, Europe and the United States. Until 2021, Ms. Raina was a director of Yellow Pages Limited (TSX: YLO), where she served on the Nominating and Corporate Governance Committee and Audit Committee. Until December 2017, Ms. Raina was also a director of John Wiley & Son (NYSE: JWa and JWb). She is a member of Women Corporate Directors and The National Association of Corporate Directors and a past member of The U.S. India Business Council.

Samuel L. Molinaro Jr. will join the Board as a Director effective March 14, 2025. 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.

This discussion focuses on how our named executive officers listed in the Summary Compensation Table (our “Named Executive Officers”) were compensated for the fiscal year ended December 31, 2024 and how their compensation for the fiscal year aligned with our pay-for-performance objective.

For the fiscal year ended December 31, 2024, our Named Executive Officers were: Michael P. Connors, Chairman and Chief Executive Officer, Todd D. Lavieri, Vice Chairman and President of ISG Americas and Asia Pacific, and Michael Sherrick, Executive Vice President and Chief Financial Officer.

The Compensation Committee is responsible for overseeing the compensation and employee benefit plans and practices of the Company. The Compensation Committee, which is comprised entirely of independent directors, approves all executive compensation arrangements. The Compensation Committee charter sets forth the purpose of and other matters pertaining to the Compensation Committee. See pages 32 to 42 for further details regarding the duties and responsibilities of the Compensation Committee.

Pursuant to its charter, the Compensation Committee has the authority to retain, as needed, any independent counsel, compensation and benefits consultants and other outside experts or advisors as the Compensation Committee believes to be necessary or appropriate. The Compensation Committee has retained the firm of Pay Governance as its independent compensation consultant to report and advise on matters related to executive and director compensation and corporate governance concerns. The Compensation Committee has assessed the independence of Pay Governance pursuant to the SEC’s and Nasdaq’s rules and concluded that our relationship with Pay Governance and the work it performed does not raise any conflict of interest.

Pay Governance was engaged by and reports directly to the Compensation Committee. The Compensation Committee is responsible for approving payments to the consultant, and the Compensation Committee is solely responsible for engagement and termination of the consultant. While conducting assignments, the Compensation Committee anticipates that Pay Governance will interact with the Company’s management when appropriate in support of the functions of the Compensation Committee, including gathering internal perspectives and relevant company and compensation data. In addition, Pay Governance may seek feedback from the Compensation Committee Chairman, other members of the Compensation Committee, the Board of Directors, or the Chairman of the Board of Directors in developing recommendations for the Compensation Committee’s consideration.

The Compensation Committee calls upon Pay Governance, as appropriate, to attend Compensation Committee meetings, meet with the Compensation Committee without management present and provide third-party data, advice and expertise on proposed executive compensation levels, programs and plan designs and implementation, and on other matters within the scope of the Compensation Committee’s responsibilities. The Compensation Committee may also ask Pay Governance to review and provide advice relating to proposals prepared by management, including evaluating the consistency of such proposals with the Compensation Committee’s compensation philosophy and in comparison to programs at other companies, to provide information and advice regarding compensation of our non-employee directors, and to review disclosures relating to executive and director compensation.

Pay Governance provides only consulting services relating to executive and director compensation to us and does not provide other services such as employee benefits administration or actuarial services.

In determining compensation for executive officers, the Compensation Committee may consult with the Company’s executive officers at various times during the year to provide the Compensation Committee with information with which the Compensation Committee performs its own assessment of the individual performance of each executive officer. The Compensation Committee may also request input from the Chief Executive Officer, other members of the Board and the other committees of the Board as part of the Compensation Committee’s evaluation of the executive officers and other key employees and their achievement of performance objectives. At the Compensation Committee’s request, the Chief Executive Officer will review and discuss the performance and compensation of the Company’s other Named Executive Officers. Executive officers, including

the Chief Executive Officer, are not present for the discussions or discretionary decisions regarding their own compensation. The Compensation Committee is assisted in the administration of its decisions by the Company’s Chief Human Resources Officer. Notwithstanding this input, the Compensation Committee retains full discretion to approve the compensation of the Company’s executive officers.

It is the Company’s intent that its executive compensation programs achieve three fundamental objectives: (1) attract, motivate, retain and reward qualified executives; (2) hold executives accountable for performance; and (3) align executives’ interests with the interests of our stockholders. In structuring the Company’s executive compensation programs, we intend to be guided by the following basic philosophies:

The Compensation Committee believes that our executive compensation program has played an important role in incentivizing our Named Executive Officers to guide our Company to success. The Compensation Committee also believes that our Named Executive Officers’ skills and experience are critical to future success and long-term shareholder returns.

The Compensation Committee considers the results of the annual non-binding, advisory say-on-pay votes in connection with the discharge of its responsibilities. By a large majority—96% of the votes cast—our stockholders approved our compensation program as described in our proxy statement in 2024. The Compensation Committee has reviewed the voting results and considered whether any adjustments were warranted based on these results. Our policy is to hold say-on-pay votes on an annual basis, which is consistent with the results of the 2023 non-binding, advisory say-on-frequency vote, in which approximately 96% of the votes cast voted for an annual say-on-pay vote. Our next non-binding, advisory say-on-frequency vote will be in 2029.

Base salary is cash compensation that provides a fixed level of cash payments throughout the year that take into account job responsibilities, experience level, competencies and competitive market data. The Compensation Committee reviews and approves base salaries for executives, including Named Executive Officers, annually and in connection with promotions or other changes in responsibilities. The Compensation Committee considers market data, individual compensation history, pay in relation to other executives at the Company (“internal pay equity”), individual job performance and future potential, as well as evaluations and recommendations by senior management in determining base salary. The weight given to each of these factors may differ from individual to individual, as the Compensation Committee deems appropriate. Between April 1, 2024 and September 30, 2024, Messrs. Connors, Lavieri and Sherrick each took a 20% reduction in base salary. Actual salaries earned by and paid to the Named Executive Officers in 2024 and 2023 are reflected in the Salary column of the Summary Compensation Table on page 39.

Annual incentive awards are generally paid out based on the achievement of one-year performance goals. ISG reserves the discretion to pay out all or a portion of these in the form of equity awards that require further

service as a vesting provision. As in prior years, the Compensation Committee based its award of 2024 bonuses for each Named Executive Officer on its assessment of ISG’s performance and the executive’s individual performance. In determining annual incentive payments for the Named Executive Officers for fiscal 2024, the Compensation Committee took into account ISG’s results relative to expectations, budgets and prior year performance and its assessment of each Named Executive Officer’s contribution in achieving those results. The Compensation Committee believes that this structure, which allows the Committee to make subjective assessments of performance and payouts, is appropriate based on the rapid development of ISG as a comparatively young company operating in a dynamic international business environment and growing both organically and through acquisitions.

In 2024, ISG reported revenue of $247.6 million, net income of $2.8 million, operating income of $5.8 million, adjusted EBITDA of $25.1 million, GAAP net income per diluted share of $0.06 and adjusted net income per diluted share of $0.20. Notably, ISG divested its Automation business unit in October which resulted in cash proceeds in excess of $20 million. The significant amount of time, skill and effort in executing this transaction was also included in the Board’s assessment of Named Executive Officer annual incentive awards. Based on the Company’s 2024 performance and individual performance, the Compensation Committee approved annual incentive award payouts, as follows: (i) for Mr. Connors, paid $1,200,000 with $800,000 paid in cash and a grant of restricted stock units with a value on the grant date equal to $400,000; (ii) for Mr. Lavieri, paid $450,000 with $300,000 paid in cash and a grant of restricted stock units with a value on the grant date equal to $150,000; and (iii) for Mr. Sherrick, paid $275,000 with $120,000 paid in cash and a grant of restricted stock units with a value on the grant date equal to $155,000.

The Compensation Committee has the authority to grant stock options, restricted stock units and other equity awards under the Incentive Plan to executive officers, including the Named Executive Officers, and other key employees. The purpose of the Incentive Plan is to provide equity as a component of executive compensation to assure competitiveness of total compensation, to motivate executive officers and key employees to focus on long-term Company performance, to align executive compensation with stockholder interests and to retain the services of the executives during the vesting period because, in most instances, the awards will be forfeited if the recipient voluntarily leaves the employ of the Company before such awards vest.

The Compensation Committee believes that the executives’ long-term compensation should be directly linked to the Company’s strategic progress and creation of stockholder value. Accordingly, total stockholder return is a key performance metric for our Named Executive Officers. At its discretion, the Compensation Committee periodically has made awards intended to create a meaningful stock incentive in light of the executive’s current position with the Company, personal performance, potential impact and contributions to the growth of the enterprise, marketplace practice and the terms of any individual employment agreements. An additional key consideration in making these awards also is to promote retention of the grantee and long-term service to the Company. Similarly, the Compensation Committee uses long-term equity awards granted to new executives as a means to induce such persons to join the Company.

On June 3, 2024, the Company granted 158,730 restricted stock units to Mr. Connors, 119,048 restricted stock units to Mr. Lavieri, and 83,333 restricted stock units to Mr. Sherrick. These restricted stock units will vest in equal annual installments on each of the first four anniversaries of the grant date. Additionally, on June 3, 2024, the Company granted a target of 285,714 performance-based restricted stock units to Mr. Connors. The payout level of Mr. Connors award will be 200% of the target number of restricted stock units upon achievement of the maximum performance goal. This award will be earned at the target level if ISG’s stock price, measured over any period of forty five trading days ending on the third anniversary of the grant date, is $6.00, 150% of the target level if the measured market price is $7.00 and will be earned at the maximum level (200% of the target level) if the measured market price equals or exceeds $8.00 at the end of the performance period, with straight-line interpolation between these stock price values. Any earned restricted stock units will then be fully vested and settled in shares of ISG common stock. Any unearned restricted stock units will be forfeited. If Mr. Connors were to achieve the maximum performance goal, an additional $234,400,000 of market value would have been created over the target level. Additionally, on June 3, 2024, the Company granted a target of 39,683 performance-based restricted stock units to Mr. Lavieri, and 27,778 performance-based restricted stock units to Mr. Sherrick. These awards will be earned at the target level if ISG’s stock price, measured over any period of ten trading days beginning on the first anniversary of the grant date and ending on the fourth

anniversary of the grant date, is $6.00 or higher. Any earned restricted stock units will then be fully vested and settled in shares of ISG common stock. Any unearned restricted stock units will be forfeited. Additionally on August 1, 2024, the Company granted 30,211 restricted stock units to Mr. Sherrick pursuant to the Sherrick employment letter (as defined below) that will vest on the first anniversary of the date of grant. The Compensation Committee granted the restricted stock units in order to enhance retention of the Named Executive Officers and provide a long-term incentive for advancing the Company’s business strategy and creating stockholder value.

The Company sponsors a tax-qualified 401(k) plan with a profit-sharing feature (the “Savings Plan”). The Savings Plan provides retirement benefits for participating employees. Participating employees can contribute a portion of their eligible salary on a pre-tax basis up to a maximum amount set by the Internal Revenue Code. For 2024 the maximum pre-tax contribution by an employee into the Savings Plan was $23,000, except for specified catch-up contributions permitted by participants who were age 50 or older. For 2024, the Company provided a dollar-for-dollar match of the first $2,000 contributed to the Savings Plan.

The Company provides limited amounts of perquisites and other personal benefits to the Named Executive Officers from time to time, at levels intended to be reasonable and consistent with our overall compensation program.

In determining whether to enter into an agreement with an executive officer that provides for severance payments if the executive officer is involuntarily terminated, the Compensation Committee considers the significance of the executive officer’s position with the Company, its ability to attract and retain talent as a result of executive management changes and the amount of time it potentially would take the executive to locate another position. The Compensation Committee believes that offering severance commitments is necessary and appropriate in order to attract executives and retain them to provide long-term service to the Company.

On December 16, 2011, Mr. Connors entered into an employment agreement with the Company, which was amended subsequently on December 10, 2013 to extend the term until December 31, 2017, further amended on December 13, 2016 to extend the term until December 31, 2021,further amended on December 30, 2020 to extend the term until December 31, 2025 and further amended on January 1, 2025 to extend the term until December 31, 2029 (as amended, the “Connors Employment Agreement”). Mr. Connors has been Chairman and Chief Executive Officer of the Company since the Company’s inception. Mr. Connors’ Change in Control Agreement with the Company, as described below, continues to apply pursuant to its terms. The terms of the Connors Employment Agreement relating to salary, bonus and benefits are described below under the caption “Employment Agreements and Employment Letters.” The Connors Employment Agreement also provides for severance and other compensation upon termination of Mr. Connors’ employment in specified circumstances. Subject to Mr. Connors executing a release of claims agreement in favor of the Company, in the event Mr. Connors is terminated by the Company without “Cause” or resigns for “Good Reason” (each as defined in the Connors Employment Agreement), the Company will provide him with two times his then applicable base salary plus two times his annual target bonus, payable over the 24-month period following his termination (but the Company may, in its sole discretion, pay this amount in a single lump sum, to the extent permitted under Section 409A of the Internal Revenue Code). In addition, the Company will also provide Mr. Connors with a pro-rated annual bonus for the year in which he is terminated based on the Company’s actual performance for such year. The pro-rated bonus will be payable at the time Mr. Connors’ annual bonus would have otherwise been paid if his employment had not been terminated. If Mr. Connors is terminated without Cause or resigns for Good Reason at any time during the 24-month period following a Change in Control or within 60 days prior to a Change in Control, provided such termination is at the request of an acquirer or otherwise in anticipation of a Change in Control, Mr. Connors’ severance payments will be governed by his Change in Control Agreement described below. Pursuant to the Connors Employment Agreement, if at December 31, 2024 ISG had terminated Mr. Connors’ employment without Cause or he had terminated his employment for Good Reason, ISG would have been obligated to pay him a severance amount equal to $4,500,000 in addition to payment of his annual incentive for the year, the amount of which was paid in in a combination of cash and RSUs and included in the amount in the Bonus column in the Summary Compensation Table.

The Compensation Committee believes that the provisions in the Connors Employment Agreement governing termination and severance arrangements are consistent with ISG’s compensation objectives to attract, motivate and retain highly talented executive officers in a competitive environment.

To preserve morale and productivity and encourage retention in the face of the disruptive impact of an actual or rumored change in control, the Company has entered into a Change in Control Agreement with each of Mr. Connors, Mr. Lavieri and Mr. Sherrick. The Change in Control Agreements are intended to align executive and stockholder interests by enabling each Named Executive Officer to consider corporate transactions that are in the best interests of the Company, its stockholders and other constituents without undue concern over whether the transactions may jeopardize the Named Executive Officer’s own employment.

The Change in Control Agreements provide for an initial term of two years from the effective date, but this term is automatically extended for successive one-year terms unless a notice of non-renewal is given at least one year before the then scheduled expiration of the term. These agreements provide for a lump sum severance payment as a result of a termination of employment by the Company without “Cause” or by the executive for “Good Reason” (each as defined in the applicable Change in Control Agreement) during the two-year period following a Change in Control (as defined in the applicable Change in Control Agreement), plus protection for terminations that occur in the 60 days prior to a Change in Control at the request of an acquirer or otherwise in anticipation of a Change in Control. The severance payment for each Named Executive Officer is equal to the sum of: (i) a lump-sum cash payment equal to a multiple of two (for Mr. Connors) or one (for Messrs. Sherrick, and Lavieri ) times the sum of the Named Executive Officer’s then current base salary plus the greater of the annual target bonus for the year in which notice of termination is given or the year in which the Change in Control occurs; (ii) a lump-sum cash payment of (a) any accrued but unpaid base salary, (b) any unpaid bonus for the year prior to the year of termination, (c) a pro rata portion of the target bonus for the year of termination, and (d) any accrued vacation pay; and (iii) a cash payment equal to the cost, on an after-tax basis, of continuation coverage for medical, dental and vision plans during the applicable COBRA continuation coverage period, less the portion of such cost the Named Executive Officer would have been required to contribute had he remained employed with the Company. Based in part upon information provided by its compensation consultant, the Compensation Committee believes that the benefits and terms under the Change in Control Agreements are appropriate.

Payments under the Change in Control Agreements would be in lieu of severance amounts payable as described above for certain terminations not relating to a Change in Control. The amounts payable under the Change in Control Agreements would be subject to reduction if aggregate payments to the executive in connection with the Change in Control would trigger a golden parachute excise tax on the executive and the effect of a reduction would be to provide a greater after-tax benefit to the executive. No gross-up for golden parachute excise taxes is payable by ISG.

Pursuant to the terms of the Incentive Plan, the Compensation Committee has broad discretion to determine the treatment of equity awards in the event of a Change in Control as follows: (i) if determined by the Compensation Committee and specified in the applicable award agreement or otherwise, any outstanding awards then held by participants that are unexercisable or otherwise unvested or subject to lapse and/or performance restrictions will automatically be deemed exercisable or otherwise vested or no longer subject to lapse and/or performance restrictions, as the case may be, immediately prior to such Change in Control and (ii) the Compensation Committee may, but will not be obligated to, (A) accelerate, vest or cause the restrictions to lapse with respect to all or any portion of an award, (B) cancel such awards for fair market value (as determined in the sole discretion of the Compensation Committee) which, in the case of options and stock appreciation rights, may equal the excess, if any, of value of the consideration to be paid in the Change in Control transaction to holders of the same number of shares subject to such options or stock appreciation rights (or, if no consideration is paid in any such transaction, the fair market value of the shares subject to such options or stock appreciation rights) over the aggregate exercise price of such options or stock appreciation rights, (C) provide for the issuance of substitute awards that will substantially preserve the otherwise applicable terms of any affected awards previously granted as determined by the Compensation Committee in its sole discretion or (D) provide that for a period of at least ten business days prior to the Change in Control, such options or stock appreciation rights will be exercisable as to all shares subject thereto and that, upon the occurrence of the Change in Control, such options or stock appreciation rights will terminate and be of no further force and effect.

As discussed above, on December 16, 2011, Mr. Connors entered into the Connors Employment Agreement, which was amended subsequently on December 10, 2013 to extend the term until December 31, 2017, further amended on December 13, 2016 to extend the term until December 31, 2021, further amended on December 30, 2020 to extend the term until December 31, 2025 and further amended on January 1, 2025 to extend the term until December 31, 2029. The Connors Employment Agreement originally provided for a base salary of $700,000 per year (which the Compensation Committee raised to $900,000 effective April 1, 2022) and a target bonus opportunity of 150% of base salary and provides that Mr. Connors is eligible to receive equity grants from the Company. In connection with a grant of restricted stock units in January 2011, Mr. Connors executed the Company’s form of restrictive covenant agreement (the “Restrictive Covenant Agreement”) requiring him not to disclose confidential information of the Company at any time, and for the period during which he is employed by the Company and 24 months thereafter, not to compete with us, not to interfere with our business, and not to solicit nor hire our employees or customers. The Compensation Committee believes that entering into the Connors Employment Agreement and the related commitments was advisable and appropriate in order for ISG to induce Mr. Connors to remain Chief Executive Officer and to encourage his long-term service to the Company.

Pursuant to an employment letter dated June 21, 2023 (the “Sherrick Employment Letter”), Mr. Sherrick is entitled to receive an annual base salary of $500,000 (subsequently increased to $550,000 effective October 1, 2024) and a target bonus opportunity of $300,000 beginning in 2024 and is also eligible to receive equity grants from the Company. To assist his transition to ISG, the Company and Mr. Sherrick agreed that Mr. Sherrick would receive a grant of RSUs on September 1, 2023 with a dollar value of $100,000 which vested on the first anniversary of the grant date (time-based), and which required Mr. Sherrick to execute our standard Restrictive Covenant Agreement containing obligations relating to confidentiality, non-competition, non-solicitation and other business protection covenants. In addition, Mr. Sherrick received a second grant of RSUs on August 1, 2024 with a dollar value of $100,000, which will also vest on the first anniversary of the grant date (time-based). Also on September 1, 2023, Mr. Sherrick was granted 100,000 RSUs that will vest 100% on the third-year anniversary of the grant date, 51,572 RSUs that will vest in four equal installments on each of the first, second, third and fourth anniversaries of the grant date and 17,191 performance-based RSUs, which will be earned at the target level if ISG’s stock price, measured over a period of ten trading days beginning on the first anniversary of the grant date and ending on the fourth anniversary of the grant date, is $7.00 or higher. The Sherrick Employment Letter also entitled Mr. Sherrick to elect to purchase up to $100,000 of our common stock in the open market, which then was matched 1:1 with a grant of RSUs on August 1, 2023. The Compensation Committee believes that entering into the Sherrick Employment Letter, the base salary and the related commitments was advisable and appropriate in order for ISG to induce Mr. Sherrick to become an executive officer and to encourage his long-term service to the Company.

Pursuant to an employment letter dated June 2, 2014 (the “Lavieri Employment Letter”), Mr. Lavieri was appointed as Partner & President, ISG Americas. Mr. Lavieri commenced his employment with the Company on July 21, 2014 with a base salary of $500,000 (which the Compensation Committee raised to $680,000 effective April 1, 2022), a target bonus opportunity of $375,000 (subsequently raised to $500,000) and is eligible to receive equity grants from the Company. In connection with a grant of RSUs in August 2014, Mr. Lavieri entered into the Restrictive Covenant Agreement with the Company containing obligations relating to confidentiality, non-competition and non-solicitation, among other business protection covenants. Mr. Lavieri was subsequently appointed to Vice Chairman and President – ISG Americas and Asia Pacific on July 26, 2018.

The Company instituted stock ownership guidelines in 2014 for all of its directors and executive officers to better align their own financial interests with the interests of the Company’s stockholders. Non-employee Directors are expected to hold an amount of stock with a value of at least five times their annual cash retainer. Mr. Connors is expected to hold an amount of stock with a value of at least six times his annual base salary. Messrs. Sherrick and Lavieri are expected to hold an amount of stock with a value of at least three times their annual base salary. Other key employees of the Company are expected to hold an amount of stock with a value of at least one to two times their annual base salary. Directors and executive officers are required to achieve the applicable stock ownership threshold within five years of becoming subject to the guidelines. All shares and share equivalents, including unvested restricted stock, unvested restricted stock units and shares held, are considered in determining compliance with this requirement. Stock options are not considered, but shares

acquired upon stock option exercises count towards the satisfaction of stock ownership guidelines. The Compensation Committee reviews compliance with the guidelines on an annual basis, and has the discretion to suspend, reevaluate and revise the guidelines from time to time. All Directors and Named Executive Officers were in compliance with the stock ownership guidelines as of February 25, 2025, or are on pace to meet these guidelines within the timeframe indicated above.

The Compensation Committee and the Board of Directors have adopted a recoupment policy – sometimes referred to as a “clawback” policy – in compliance with applicable SEC and Nasdaq rules (the “Clawback Policy”). The Clawback Policy requires that an incentive award paid out based on the Company’s performance will be subject to forfeiture if ISG’s financial statements are restated and the restated financial information would have resulted in a reduced payout. This policy applies even if the executive did not engage in misconduct leading to the restatement. The forfeited amount would be the amount by which the original payment exceeded the payment that would have resulted from the corrected financial information.

Our insider trading policy permits directors, executive officers and other key employees to trade our securities only during limited window periods following earnings releases and only after they have pre-cleared transactions with the Chief Financial Officer, but, in no event, while in possession of material, non-public information. The insider trading policy also prohibits directors, executive officers and other key employees from buying or selling puts, calls, options or similar derivative securities based on the value of ISG securities or taking other actions that have the purpose or effect of hedging or offsetting their risk of owning Company stock.

The Compensation Committee considers the anticipated tax treatment to the Company and our executive officers when determining executive compensation and establishing our compensation programs. However, as a result of the enactment of amendments to Internal Revenue Code Section 162(m) in the Tax Cuts and Jobs Act in 2017 (the “TCJA”), since 2018 ISG generally has been unable to claim tax deductions for compensation paid to our Named Executive Officers in excess of $1 million per year, subject to only limited exceptions that are much more limited than those available in 2017 and earlier years. The TCJA expanded the group of employees whose compensation is subject to Section 162(m) tax deductibility limits to include our principal financial officer and now applies the tax deduction limits to post-termination compensation as well (subject to the limited exceptions).

The “Summary Compensation Table” below quantifies the value of the different forms of compensation earned by, or awarded to, our Named Executive Officers in 2024 and 2023. The primary elements of each Named Executive Officer’s total compensation reported in the table are base salary, annual incentive awards and stock awards, as further described in the footnotes to the table.

The compensation for ISG’s non-employee directors is determined by the Board of Directors. The objectives of the compensation program are to attract and retain highly qualified directors, and to compensate them in a manner that aligns their interests with those of our stockholders. The following table presents information regarding compensation for our non-employee directors during 2024. Our non-employee directors received no other compensation for their services. Our non-employee director compensation program for 2024 consisted of an annual cash retainer and a grant of RSUs for service on the Board of Directors. Our program in 2024, which is unchanged in 2025, included a cash retainer of $75,000 each for our Lead Independent Director, Mr. Hobbs, and Chairman of our Audit Committee, Mr. Budnick, with the other non-employee directors each receiving a cash retainer of $60,000, and all non-employee directors receiving a grant of RSUs. RSU awards, commencing with the grant in December 2023, are to have a fixed dollar value of $125,000 based on the fair market value of ISG common stock on the grant date. On December 10, 2024, 33,602 RSUs were granted to each non-employee director then in office. All RSUs vest over a three-year period subject to accelerated vesting in the event of a change in control or the death or disability of the non-employee director.

As of December 31, 2024, our non-employee directors had outstanding, the following unvested restricted stock units:

Messrs. Budnick, Hobbs and Pfau, and Mses. Putur and Raina were each awarded 23,901 RSUs on December 6, 2022, which vested/will vest in three equal installments on each of the first, second and third anniversaries of December 6, 2022. Messrs. Budnick, Hobbs and Pfau, and Mses. Putur and Raina were each awarded 29,274 RSUs on December 12, 2023, which will vest in three equal installments on each of the first, second and third anniversaries of December 12, 2023. As discussed above, Messrs. Budnick, Hobbs and Pfau, and Mses. Putur and Raina were each awarded 33,602 RSUs on December 10, 2024, which will vest in three equal installments on each of the first, second and third anniversaries of December 10, 2024.

The following table sets forth information regarding the beneficial ownership of ISG common stock by:

Beneficial ownership is determined in accordance with the rules of the SEC. Except as otherwise indicated, each person or entity named in the table has sole voting and investment power with respect to all shares of our common stock shown as beneficially owned, subject to applicable community property laws. As of February 25, 2025, 48,255,249 shares of our common stock were issued and outstanding. The number of shares reported as beneficially owned is as of February 25, 2025, unless otherwise indicated. Percentages are calculated based on the number of shares outstanding at February 25, 2025.

Section 16(a) of the Exchange Act requires our executive officers and directors and persons who beneficially own more than 10% of our common stock to file reports of ownership and changes in ownership with the SEC. To our knowledge, all such persons filed the required reports on a timely basis during fiscal 2024.

Other than the election of directors and any future receipt of awards under our Incentive Plan or purchases under our Employee Stock Purchase Plan (if Proposals 3 and 4 are approved by our stockholders at the Annual Meeting), none of our directors, nominees for director, executive officers, any person who has served as a director or executive officer since the beginning of the last fiscal year, or their associates have any interest, direct or indirect, by security holdings or otherwise, in any of the matters to be acted upon at the Annual Meeting as described in this Proxy Statement.

Any stockholder desiring to submit a proposal to be presented for consideration in our 2026 Proxy Statement under Rule 14a-8 of the Exchange Act must submit such proposal to us no later than the close of business on November 14, 2025. Stockholder proposals must otherwise comply with the requirements of Rule 14a-8 of the Exchange Act. Under our Bylaws, any stockholder intending to nominate a candidate for election to the Board or to propose any business at our 2026 Annual Meeting must give timely written notice to our Chief Financial Officer at c/o Information Services Group, Inc., 2187 Atlantic Street, Stamford, Connecticut 06902. A nomination or proposal for the 2026 Annual Meeting will be considered timely if it is received no earlier than November 25, 2025 and no later than January 24, 2026. If the date of the 2026 Annual Meeting is advanced by more than 30 days or is delayed by more than 70 days from April 24, 2026, then, to be timely, the nomination or proposal must be received by the Company no later than the close of business on the 15th day following the day on which public announcement of the date of the 2026 Annual Meeting is first made. The notice of nomination or proposal must detail the information specified in the Company’s Bylaws. We will not entertain any proposals or nominations at the 2026 Annual Meeting that do not meet the requirements set forth in our Bylaws. Our Bylaws have been filed with the SEC and you may obtain a copy of the Bylaws as filed with the SEC free of charge from our website at www.isg-one.com/investors. To make a submission or to request a copy of our Bylaws, stockholders should contact our Chief Financial Officer at c/o Information Services Group, Inc., 2187 Atlantic Street, Stamford, Connecticut 06902.

In addition to satisfying the foregoing requirements under our Bylaws, 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 all applicable requirements of Rule 14a-19 under the Exchange Act. The advance notice requirement under Rule 14a-19 does not override or supersede the longer advance notice requirement under our Bylaws.

At the date of this Proxy Statement, the Board of Directors knows of no other business that will be conducted at the 2024 Annual Meeting other than as described in this Proxy Statement. If any other matter or matters are properly brought before the Annual Meeting, or any adjournment or postponement of the Annual Meeting, it is the intention of the persons named in the accompanying form of proxy to vote the proxy on such matters in accordance with their best judgment.

The purpose of the Plan is to aid Information Services Group, Inc., a Delaware corporation (“ISG”), and its Affiliates in recruiting and retaining key employees, directors or other independent contractors and to motivate such employees, directors or other service providers to exert their best efforts on behalf of ISG and its Affiliates by providing incentives through the granting of Awards. ISG expects that it will benefit from the added interest which such key employees, directors or independent contractors will have in the welfare of ISG as a result of their proprietary interest in ISG's success.

The following capitalized terms used in the Plan have the respective meanings set forth in this Section:

Subject to Section 9, the total number of Shares that may be delivered under the Plan in connection with Awards outstanding at April 30, 2020 April 24, 2025 and Awards thereafter granted shall be 11,872,839 16,272,839 (the “Share Pool”). For purposes of the Plan from and after the Effective Date, any one

Share that is subject to an Award outstanding on the Effective Date or thereafter granted shall, upon delivery thereof, be counted as reducing the number of Shares available under the Share Pool by one Share. The maximum number of Shares underlying Options and Stock Appreciation Rights that may be granted to any one Participant in any given calendar year is 750,000, subject to Section 9. In the case of a non-employee director of the Company, additional limits shall apply such that the maximum grant-date fair value of Awards granted in any fiscal year during any part of which the director is then eligible under the Plan shall be $350,000, except that such limit for a non-employee Chairman of the Board or Lead Director shall be $700,000. The Shares may consist, in whole or in part, of unissued Shares or treasury Shares. The delivery of Shares upon the exercise of an Award or in consideration of the cancellation or termination of an Award shall reduce the total number of Shares available under the Plan by the same number of Shares delivered. Shares which are subject to Awards which terminate, lapse, or are forfeited or canceled (but excluding the withholding of Shares to pay the exercise price or tax withholding obligations relating to Options and Stock Appreciation Rights) will be deemed not to have been delivered and will be available for further Awards under the Plan. For the avoidance of doubt, Shares which are subject to Awards other than Options or Stock Appreciation Rights which are withheld to pay tax withholding obligations will be deemed not to have been delivered and will be available for further Awards under the Plan. The cash settlement of an Award will not reduce the number of Shares available under the Share Pool.

No Award may be granted under the Plan after termination of the Committee's authority to grant Awards under Section 16, but Awards theretofore granted may extend beyond that date.

Notwithstanding any provision herein to the contrary, the repricing of an Option or Stock Appreciation Right, once granted hereunder, is prohibited without prior approval of the Company's stockholders. For this purpose, a “repricing” means any of the following (or any other action that has the same effect as any of the following): (i) changing the terms of an Option or Stock Appreciation Right to lower its exercise price; (ii) any other action that is treated as a “repricing” under generally accepted accounting principles; and (iii) repurchasing an Option or Stock Appreciation Right for cash or canceling an Option or Stock Appreciation Right in exchange for another Award, in either case at a time when its exercise price is greater than the Fair Market Value of the underlying Shares, unless the repurchase or cancellation and exchange occurs as an adjustment to the Award in connection with a change in capitalization or similar change permitted under Section 9(a) or (b) below. Such cancellation and exchange would be considered a “repricing” regardless of whether it is treated as a “repricing” under generally accepted accounting principles and regardless of whether it is voluntary on the part of the Participant.

Options granted under the Plan shall be, as determined by the Committee, non-qualified or incentive stock options for federal income tax purposes, as evidenced by the related Award agreements, and shall be subject to the foregoing and the following terms and conditions and to such other terms and conditions, not inconsistent therewith, as the Committee shall determine:

Notwithstanding any other provisions in the Plan to the contrary, the following provisions shall apply to all Awards granted under the Plan:

The granting of an Award under the Plan shall impose no obligation on ISG or any Affiliate to continue the Employment of a Participant and shall not lessen or affect ISG's or Affiliate's right to terminate the Employment of such Participant. No Participant or other Person shall have any claim to be granted any Award, and there is no obligation for uniformity of treatment of Participants, or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee's determinations and interpretations with respect thereto need not be the same with respect to each Participant (whether or not such Participants are similarly situated).

The Plan shall be binding on all successors and assigns of ISG and a Participant, including without limitation, the estate of such Participant and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the Participant's creditors.

Unless otherwise determined by the Committee, and subject to the limitation that in no circumstances may an Award be transferred to a third party by the Participant for consideration or value, an Award shall not be transferable or assignable by the Participant otherwise than by will or by the laws of descent and distribution or to a designated beneficiary in the event of death. An Award exercisable after the death of a Participant may be exercised by the legatees, personal representatives, distributees or designated beneficiaries of the Participant.

The Board may amend, alter or discontinue the Plan, but no amendment, alteration or discontinuation shall be made, (a) without the approval of the stockholders of ISG, if such action would (except as is provided in Section 9 of the Plan) increase the total number of Shares reserved for the purposes of the Plan or change the maximum number of Shares for which Awards may be granted to any Participant, (b) without the consent of a Participant, if such action would materially diminish any of the rights of the Participant under any Award theretofore granted to such Participant under the Plan or (c) subject to Section 5, relating to repricing of Options or Stock Appreciation Rights, to permit such repricing without the approval of the stockholders of ISG; provided,

however, that the Committee may amend the Plan in such manner as it deems necessary to permit the granting of Awards meeting the requirements of the Code or other applicable laws (including, without limitation, to avoid adverse tax consequences to ISG or to Participants), and the Committee may otherwise amend the Plan where such action is within the scope of the Committee's authority under its Charter and subject to any stockholder approval or other requirement that would apply had such amendment been adopted by the Board.

Without limiting the generality of the foregoing, to the extent applicable, notwithstanding anything herein to the contrary, this Plan and Awards issued hereunder shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretative guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date. Notwithstanding any provision of the Plan to the contrary, in the event that the Committee determines that any amounts payable hereunder will be taxable to a Participant under Section 409A of the Code and related Department of Treasury guidance prior to payment to such Participant of such amount, ISG may (a) adopt such amendments to the Plan and Awards and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Committee determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by the Plan and Awards hereunder and/or (b) take such other actions as the Committee determines necessary or appropriate to avoid the imposition of an additional tax under Section 409A of the Code.

With respect to Participants who reside or work outside the United States of America and who are not (and who are not expected to be) “covered employees” within the meaning of Section 162(m) of the Code, the Committee may, in its sole discretion, amend the terms of the Plan or Awards with respect to such Participants in order to conform such terms with the requirements of local law or to obtain more favorable tax or other treatment for a Participant, ISG or an Affiliate.

The Plan shall be governed by and construed in accordance with the laws of the State of Delaware without regard to conflicts of laws.

The original effective date of this Plan was November 13, 2007; provided, however, that this Plan as amended and restated shall be effective on the date in 2014 on which the Company's stockholders approve the Plan (such date, the “Effective Date”). Before the Effective Date, the Compensation Committee may authorize the grant of Incentive Awards and take related actions contingent upon the approval of the amended and restated Plan by stockholders. The Committee's authority to grant new Awards under the Plan shall terminate on the fifth anniversary of the approval of the amendment to the Plan by stockholders in 2020 2025, subject to earlier termination by the Board pursuant to Section 13.

Notwithstanding other provisions of the Plan or any Award agreements thereunder, no Award shall be granted, deferred, accelerated, extended, paid out or modified under this Plan in a manner that would result in the imposition of an additional tax under Section 409A of the Code upon a Participant. In the event that it is reasonably determined by the Committee that, as a result of Section 409A of the Code, payments in respect of any Award under the Plan may not be made at the time contemplated by the terms of the Plan or the relevant Award agreement, as the case may be, without causing the Participant holding such Award to be subject to taxation under Section 409A of the Code, ISG will make such payment on the first day that would not result in the Participant incurring any tax liability under Section 409A of the Code which, with respect to any Participant that is a “specified employee” within the meaning of Section 409A of the Code, will be no earlier than the first day following six months after termination of Employment (other than due to death), if such payment is payable in respect of such termination. ISG shall use commercially reasonable efforts to implement the provisions of this Section 17 in good faith; provided that neither ISG, the Committee nor any of ISG's employees, directors or representatives shall have any liability to Participants with respect to this Section 17.

The following constitute the provisions of the Amended and Restated 2007 Employee Stock Purchase Plan of Information Services Group, Inc.