Carrie Johnson
About Carrie Johnson
Carrie Johnson serves as Chief Product Officer at Forrester Research, Inc. (FORR), and is one of the company’s named executive officers responsible for product strategy during the firm’s multi‑year transition to the Forrester Decisions platform . Company performance during her recent tenure has faced headwinds: 2024 revenue declined 10.0% to $432.5 million, year‑over‑year CV bookings growth was -5.3%, net income was -$5.7 million, and the value of a $100 investment in FORR five years earlier stood at $38 by year‑end 2024, underscoring pressure on results and TSR through the cycle .
Past Roles
Not disclosed in the 2025 or 2024 DEF 14A proxies for named executive officers .
External Roles
Not disclosed in the 2025 or 2024 DEF 14A proxies for named executive officers .
Fixed Compensation
Multi‑year cash compensation for Carrie Johnson (as reported):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 428,750 | 425,300 | 425,050 |
| Bonus ($) | — | 127,500 (discretionary) | 86,063 (discretionary) |
| All Other Compensation ($) | 11,766 | 17,820 | 19,169 |
| Total ($) | 1,065,779 | 1,748,412 | 1,030,264 |
Notes:
- 2024 executive bonus plan was suspended; in Feb 2025 the committee awarded a discretionary cash bonus equal to 27% of target to each NEO; Johnson’s reported bonus was $86,063 for 2024 service .
- For ownership guideline purposes, 2024 target bonuses were left unchanged from 2023; Johnson’s 2023 target award under the plan was $318,750 .
Performance Compensation
Short‑term incentive design and outcomes:
| Year | Plan Status | Metrics | Targets (company-level) | Actuals | Payout |
|---|---|---|---|---|---|
| 2024 | Plan suspended | n/a | n/a | n/a | Discretionary bonus equal to 27% of target award for each NEO; Johnson paid $86,063 |
| 2023 | Plan active | CV bookings; Modified Operating Income | CV bookings: Min $338.5m; Target $376.1m; Max $413.7m. Modified Operating Income: Min $58.5m; Target $73.1m; Max $87.7m (all $000s) | CV bookings $322.7m; Modified Operating Income $45.6m (below minimums) | No formulaic payout; committee granted discretionary 40% of target for NEOs |
Long‑term equity incentive structure and grants (Johnson):
| Grant Year | Instrument | Shares/Options | Grant Date | Grant‑Date FV ($) | Vesting / Performance Conditions |
|---|---|---|---|---|---|
| 2024 | Time‑based RSUs | 24,003 | 04/01/2024 | 499,982 | 25% on each of 4/1/2025, 4/1/2026, 4/1/2027, 4/1/2028 |
| 2023 | Time‑based RSUs | 15,133 | 03/01/2023 | 499,994 | 25% annually over 4 years |
| 2023 | Performance‑based RSUs (PSUs) | 4,993 + 2,573 (correction 4/3/23) | 03/01/2023; 04/03/2023 | 164,969; 81,899 | Two metrics for FY2025: CV (75% weight) and Adjusted EBITDA margin (25%); payout 22.5%–150%; vests 3/1/2026 if thresholds met |
| 2023 | Stock Options | 30,266 @ $33.04 | 03/01/2023 | 430,930 | Time‑based; 25% annually over 4 years; 10‑year term |
PSU payout curves (company‑level goals for FY2025):
- CV Growth PSUs (75% of award): 30% at 90% of CV growth target; 50% at 95%; 100% at target; 150% at 105% of target .
- Adjusted EBITDA Margin PSUs (25%): 30% at one percentage point below target; 100% at target; 150% at one point above target .
Vesting schedule and outstanding awards at 12/31/2024 (Johnson):
| Instrument | Unvested/Outstanding | Key Vesting Dates |
|---|---|---|
| RSUs (2,203) | 2,203 | Vest on 8/1/2025 |
| RSUs (4,470) | 4,470 | 50% on 3/1/2025; 50% on 3/1/2026 |
| RSUs (11,350) | 11,350 | 1/3 on 3/1/2025; 1/3 on 3/1/2026; 1/3 on 3/1/2027 |
| RSUs (24,003) | 24,003 | 25% on 4/1/2025, 4/1/2026, 4/1/2027, 4/1/2028 |
| PSUs (7,566 at threshold) | 7,566 | Eligible to vest 3/1/2026 based on FY2025 CV and Adj. EBITDA margin |
| Options (7,567 ex.; 22,699 unex.) @ $33.04, exp. 2/28/2033 | 30,266 | Remaining tranches become exercisable 1/3 on 3/1/2025, 3/1/2026, 3/1/2027 |
Additional design context:
- In 2024, no PSUs were granted to executives given performance outlook; awards were time‑based RSUs to support retention during the transition year .
- Stock options and PSUs introduced in 2023 to increase at‑risk, performance‑sensitive pay; options have value only above the $33.04 strike .
Equity Ownership & Alignment
Beneficial ownership and near‑term vesting exposure:
| As‑of Date | Beneficially Owned Shares | Shares Subject to Exercisable Options/Vesting RSUs (within 60 days) | % of Outstanding |
|---|---|---|---|
| 3/17/2025 | 21,213 | 21,134 | * (<1%) |
| 3/18/2024 | 13,598 | 7,567 | * (<1%) |
Ownership policies and alignment safeguards:
- Stock ownership guidelines: executives must hold shares equal to at least 1× on‑target earnings; five years to comply; until met, must retain 100% of net shares from vesting/exercise; April 2024 recalibration used 200‑day average price . The company states directors and executive officers have complied with these guidelines since adoption .
- Insider Trading Policy in place; company currently does not have a hedging policy (no hedging prohibition disclosed) .
- No disclosure of any pledging by Johnson; no pledge footnotes appear in beneficial ownership tables .
Insider selling pressure assessment:
- Multiple RSU tranches vest across March–April 2025 and March–April 2026, creating routine tax‑withholding related sales potential; however, 100% net share retention applies if guidelines are unmet, limiting discretionary selling .
- 2023 options are out‑of‑the‑money at 12/31/2024 ($15.67 close vs. $33.04 strike), reducing option‑exercise overhang near‑term .
Employment Terms
Severance plan economics (as of 12/31/2024) and change‑in‑control (CIC) provisions:
| Scenario | Salary Continuation / Lump Sum | Incentive/Commission Component | Medical/Dental (cash) | Outplacement | Accelerated Unvested Equity | Total |
|---|---|---|---|---|---|---|
| Termination without Cause (no CIC) | $425,000 | $151,407 | $23,336 | $10,000 | — | $609,743 |
| Termination without Cause or for Good Reason within 18 months post‑CIC | $425,000 (1× salary) | $551,437 | $23,336 | $20,000 | $777,107 | $1,796,880 |
Plan features and governance:
- Plan coverage for all executive officers; “double‑trigger” cash benefits upon termination within 18 months post‑CIC; 12 months medical cash payments and outplacement; CEO at higher multiples (not applicable to Johnson) .
- Equity treatment: upon qualifying terminations post‑CIC, all unvested equity accelerates (PSUs at target); additionally, grant agreements provide for full acceleration upon a CIC unless awards are assumed/substituted/cashed‑out (i.e., single‑trigger only if not assumed) .
- No excise tax gross‑ups; payments reduced if necessary to avoid 4999 excise tax unless full amount yields greater after‑tax benefit .
- Clawback policy compliant with SEC Rule 10D‑1; mandatory recovery of incentive‑based comp after restatements (3‑year lookback) .
Compensation Structure Analysis
- Mix shift and risk: 2023 introduced PSUs and options (heightening performance linkage); 2024 paused PSUs and used only time‑based RSUs to sustain retention during weak macro and product transition, modestly lowering performance sensitivity year‑over‑year .
- Discretionary payouts despite misses: With 2023 CV bookings and modified operating income below minimum thresholds, the committee paid 40% of target bonuses; with 2024 plan suspended, it paid 27% of target in early 2025—both supportive of retention but less formulaic pay‑for‑performance .
- Performance metrics: PSUs hinge on FY2025 CV and Adjusted EBITDA margin with 30%–150% payout curves; executive cash plan historically uses CV bookings and modified operating income matrices, aligning incentives to growth and profitability .
Performance & Track Record
| Indicator | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Company TSR – value of $100 initial investment | $141 | $86 | $64 | $38 |
| Net Income ($ millions) | 24.8 | 21.8 | 3.1 | -5.7 |
| YoY CV Bookings Growth | 16.0% | 0.8% | -7.7% | -5.3% |
| Revenue ($ millions) | — | — | — | 432.5; -10.0% YoY |
Context:
- Management cites the product transition to Forrester Decisions and challenging macro as key drivers of 2023–2024 underperformance; 2024 revenue declined 10% though guidance was met on adjusted metrics, reinforcing transition‑phase execution risk for product leadership .
Equity Ownership & Vesting Detail (Spotlight)
| Category | Detail |
|---|---|
| Beneficial ownership | 21,213 shares (3/17/2025); less than 1% of shares outstanding |
| Near‑term vesting (next 12–18 months) | RSUs scheduled on 3/1/2025, 4/1/2025, 8/1/2025 and subsequent anniversaries; PSUs eligible to vest 3/1/2026 based on FY2025 results |
| Options moneyness | 2023 options at $33.04 strike vs. $15.67 YE2024 price (out‑of‑the‑money at YE) |
Governance, Policies, and Peer Reference Points
- Ownership guidelines: 1× on‑target earnings for executives; 5‑year compliance window; strict net‑share retention until met .
- Hedging policy: Company currently does not have a hedging policy (no prohibition disclosed) .
- Compensation benchmarking: Committee relies on Radford Global Compensation Database and market data for companies with $200m–$1b revenue; no formal peer group targeting percentiles; no independent consultant engaged in 2024 .
- Say‑on‑Pay: 99% shareholder approval in 2024, signaling broad support for program design changes through the transition year .
Investment Implications
- Alignment and incentives: Johnson’s equity mix (multi‑year RSUs; 2023 PSUs/options) ties value creation to 2025 CV and Adjusted EBITDA margin and eventual stock recovery; 2024 time‑based RSUs modestly dilute performance linkage but support retention during the transition .
- Supply overhang: Multiple RSU vestings across March–April 2025/2026 could create periodic tax‑withholding sales; however, strict ownership‑guideline net‑share retention tempers discretionary selling; 2023 options are currently OTM, limiting exercise‑driven supply near‑term .
- Retention risk: CIC protections (1× salary, target incentive, benefits, and equity acceleration at target for PSUs) are standard for small‑cap tech/services and should stabilize leadership through strategic shifts; absence of excise tax gross‑ups is shareholder‑friendly .
- Red flags/watch items: Discretionary bonuses despite missed GAAP plan thresholds (2023) and plan suspension (2024) weaken formulaic pay‑for‑performance optics; lack of an anti‑hedging policy is a governance gap vs. best practice; PSU outcomes will be a key 2026 catalyst based on FY2025 execution .