III Information Services Group Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 28, 2025

  

Information Services Group, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		001-33287		20-5261587
(State or other jurisdiction of		(Commission File Number)		(I.R.S. Employer
incorporation)				Identification No.)

 

2187 Atlantic Street

Stamford, CT 06902

(Address of principal executive offices)

 

(203) 517-3100

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Shares of Common Stock, $0.001 par value		III		The Nasdaq Stock Market LLC

 

 

 

ITEM 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On February 28, 2025, Neil G. Budnick, a Class I director on the board of directors (the “Board”) of Information Services Group, Inc. (the “Company”), notified the Company of his intent to retire as a Class I director, effective as of March 14, 2025. Mr. Budnick’s retirement was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

 

The Board appointed Samuel L. Molinaro Jr. to serve as a Class I director of the Company, effective as March 14, 2025, with an initial term expiring at the Company’s 2026 annual meeting of stockholders. In connection with his appointment to the Board, Mr. Molinaro will succeed Mr. Budnick as Chairman of the audit committee of the Board and will also serve on the compensation committee and nominating and corporate governance committee of the Board, effective as of March 14, 2025. The Board has determined that Mr. Molinaro qualifies as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K.

 

Mr. Molinaro has more than 30 years of senior-level experience in the banking and financial services industry, including overseeing the sweeping technological transformation of several key industry players. Mr. Molinaro retired as president of UBS Americas Holdings LLC (“UBS Americas”) in 2023, after 11 years in senior executive positions with the financial services firm. Following his retirement from UBS Americas, Molinaro joined McKinsey & Company in 2024 as a senior advisor, banking and securities. He continues to serve on the board of directors of UBS Americas and as a member of such board’s audit committee. Before joining UBS Americas, Mr. Molinaro was executive vice president, chief financial officer and chief operating officer of The Bear Stearns Companies, Inc. He began his career as an auditor with PricewaterhouseCoopers LLP. Mr. Molinaro holds a bachelor’s degree in accounting from St. Bonaventure University and later attended Harvard Business School’s Advanced Management program.

 

There are no arrangements or understandings between Mr. Molinaro, on the one hand, and the Company or any other persons, on the other hand, pursuant to which Mr. Molinaro was selected as a Class I director. There are no related party transactions between Mr. Molinaro or any member of his immediate family and the Company or its subsidiaries that would require disclosure under Item 404(a) of Regulation S-K.

 

For serving on the Board, Mr. Molinaro will receive compensation in accordance with the Company’s outside director compensation policy, as in effect at the time. Mr. Molinaro will also enter into the Company’s standard form of indemnification agreement for directors and executive officers.

 

ITEM 7.01

Regulation fd disclosure.

 

A copy of the press release announcing Mr. Molinaro’s appointment to the Board and Mr. Budnick’s resignation from the Board is attached hereto as Exhibit 99.1.

 

The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such filing.

 

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS.

 

(d) Exhibits.

 

 

Exhibit Number		Description
99.1		Press Release dated February 28, 2025
104		Cover Page Interactive Data File (embedded within the Inline XRL document).

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	INFORMATION SERVICES GROUP, INC.
Dated: March 6, 2025
	By:	/s/ Michael P. Connors
		Michael P. Connors
		Chairman and Chief Executive Officer

 

 

 

Exhibit 99.1

 

	Press Contacts:
	Will Thoretz, ISG
	+1 203 517 3119
	will.thoretz@isg-one.com
	Julianna Sheridan, Matter Communications for ISG
	+1 978 518 4520
	isg@matternow.com

 

ISG Names Samuel L. Molinaro Jr. to Board of Directors

 

Retired president of UBS Americas to chair audit committee

 

STAMFORD, Conn., February 28, 2025 — Information Services Group (ISG) (Nasdaq: III), a global AI-centered technology research and advisory firm, today named Samuel L. Molinaro Jr., a senior financial services industry executive, to its board of directors. Molinaro will join the board effective March 14.

 

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. He will serve as chair of the ISG board’s audit committee, succeeding Neil G. Budnick, who is retiring after 14 years on the ISG board.

 

Molinaro retired as president of UBS Americas Holdings in 2023, after 11 years in senior executive positions with the financial services firm. Following his retirement from UBS, Molinaro joined McKinsey in 2024 as a senior advisor, banking and securities. He continues to serve on the board of directors of UBS Americas Holdings and as a member of the board’s audit committee.

 

Before joining UBS, 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 PwC.

 

Molinaro holds a bachelor’s degree in accounting from St. Bonaventure University and later attended Harvard Business School’s Advanced Management program.

 

“We are delighted to welcome Sam to the ISG board of directors,” said Michael P. Connors, chairman and chief executive officer of ISG. “Sam brings to the board tremendous experience and proven results as a business leader in the financial services sector, one of our largest client industry verticals. We look forward to his valuable contributions as we leverage AI to ride the next wave of growth in our industry and continue to build ISG for long-term success and shareholder value.”

 

Commenting on the retirement of Neil Budnick, Connors said, “Neil has served ISG with distinction as a member of our board of directors and chair of our audit committee since 2011. His wise counsel and many and varied contributions to our growth over the years will be missed. We wish Neil all the best in his next chapter.”

 

About ISG

 

ISG (Nasdaq: III) is a global AI-centered technology research and advisory firm. A trusted partner to more than 900 clients, including 75 of the world’s top 100 enterprises, ISG is a long-time leader in technology and business services that is now at the forefront of leveraging AI to help organizations achieve operational excellence and faster growth. The firm, founded in 2006, is known for its proprietary market data, in-depth knowledge of provider ecosystems, and the expertise of its 1,600 professionals worldwide working together to help clients maximize the value of their technology investments.

 

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Cover	Feb. 28, 2025
Cover [Abstract]
Document Type	8-K
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Document Period End Date	Feb. 28, 2025
Entity File Number	001-33287
Entity Registrant Name	Information Services Group, Inc.
Entity Central Index Key	0001371489
Entity Tax Identification Number	20-5261587
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2187 Atlantic Street
Entity Address, City or Town	Stamford
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06902
City Area Code	203
Local Phone Number	517-3100
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Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Shares of Common Stock, $0.001 par value
Trading Symbol	III
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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