George Colony
About George Colony
Founder, Chairman, and CEO of Forrester Research since 1983; President since 2001 and previously 1983–2000; age 71; more than 40 years at the helm. George F. Colony beneficially owns ~7,380,411 shares (38.9% of outstanding), providing strong alignment with shareholders; Forrester reported 2024 revenues of $432.5 million, down 10% year over year, and met final revenue, adjusted operating margin, and adjusted EPS guidance. Company performance metrics show net income of -$5.7 million in 2024, CV bookings growth of -5.3% YoY, and cumulative TSR value of an initial $100 investment at $38 in 2024 (vs $64 in 2023, $86 in 2022, $141 in 2021, $100 in 2020). The Board states most directors are independent except Mr. Colony; Board governance features a Lead Independent Director role to mitigate combined CEO/Chair power.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Forrester Research, Inc. | Founder, Chairman, CEO | 1983–present | Established and led research/advisory model; long-tenured CEO with significant ownership aligning incentives |
| Forrester Research, Inc. | President | 2001–present; 1983–2000 | Operational leadership across product, strategy, and execution |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | None disclosed in nominee biography (no other public boards listed) | — | — |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 597,896 | 207,993 | 51 |
| Bonus ($) | — | — | 182,250 (discretionary) |
| Stock Awards ($) | — | — | — |
| Option Awards ($) | — | — | — |
| Non-Equity Incentive Plan ($) | 371,250 | — | — |
| All Other Compensation ($) | 23,484 | 36,928 | 32,992 |
| Total ($) | 992,630 | 244,921 | 215,293 |
Notes:
- 2024 base salary was set at $1.00 annualized; Committee continued reduced salary as part of cost actions.
- 2024 cash bonus program suspended; a discretionary bonus was later approved.
Performance Compensation
| Program | Metric(s) | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Executive Cash Incentive Plan (2022) | CV bookings and modified operating income (company-wide funding metrics) | Not disclosed | Not disclosed | Paid $371,250 to CEO under plan | Annual, paid in arrears |
| Executive Cash Incentive Plan (2024) | Suspended for year (no metrics set) | — | — | Discretionary cash bonuses awarded in Feb 2025; CEO received $182,250 (27% of target award basis) | Paid following Committee decision |
| Equity Incentives (CEO) | RSUs/Options/PSUs | — | — | None granted in 2023–2024 due to significant ownership stake | — |
Program design features: executive bonuses are capped at 1.56x target to limit risk-taking, and a minimum threshold is required for plan funding; long-term awards for executives (not CEO) typically include time-based RSUs and, in some years, stock options and PSUs; PSUs introduced in 2023 measure 2025 CV and Adjusted EBITDA margin with 22.5%–150% payout scale, but no PSUs were granted in 2024.
Equity Ownership & Alignment
| Holder | Shares | % Outstanding | Notes |
|---|---|---|---|
| George F. Colony | 7,380,411 | 38.9% | Includes 6,319,678 held directly; spouse holds 1,580; multiple Grantor Retained Annuity Trusts (GRATs) hold additional shares (No. 44: 43,218; No. 45: 15,935; No. 46: 250,000; No. 47: 250,000; No. 48: 500,000); Colony is trustee with sole dispositive power and shared voting with other trustees. |
| Alignment Policy | Details |
|---|---|
| Stock retention guidelines | Directors must hold ≥2x total annual director compensation; executive officers must hold ≥1x on-target earnings; 5-year compliance window; restrictions on selling until guideline met; RSUs/options unvested/unexercised do not count; targets reset using 200-day moving average as of Apr 1, 2024. |
| Insider trading/hedging | Insider Trading Policy in place; company currently does not have a policy regarding hedging. |
| Clawback | Mandatory recovery of erroneously awarded incentive compensation for covered officers upon restatement; 3-year lookback for awards received on/after Oct 2, 2023. |
Insider transactions: 2024 Forms 4 disclose exempt transfers to multiple Colony GRATs (estate planning), including filings on 03/12/2024 and 06/13/2024; a Form 4 is also present with period of report 2024-05-29. These do not involve RSU/option vesting pressure for the CEO (no outstanding awards).
Employment Terms
| Term | Economics / Key Provisions |
|---|---|
| Non-compete | Registration rights and non-competition agreement (from IPO): if employment terminates, 1-year non-compete; Colony has demand and piggyback registration rights (min $5M FMV; up to two demands); Company pays registration costs. |
| Severance (no CIC) | CEO: 18 months salary continuation; 1.5x lesser of target vs average actual bonus over prior 2 years; 18 months company-paid medical/dental; up to 6 months outplacement (extendable to 12 months at Company discretion). |
| Severance (double-trigger CIC) | CEO: lump-sum 2x annual base salary; 2x higher of target annual incentive or average actual over prior 2 years; 24 months company-paid medical/dental; 12 months outplacement; accelerated vesting/cash-out of all unvested equity (PSUs at target). |
| 4999 excise tax | No gross-up; cut-back to avoid excise tax unless full payout yields higher after-tax net. |
| Illustrative CEO Payouts as of 12/31/2024 | Amount ($) |
|---|---|
| Termination upon CIC (double trigger) | Salary 1,200,000; Incentive 1,842,750; Medical/Dental 31,535; Outplacement 20,000; Total 3,094,285. |
| Termination not for cause (no CIC) | Salary 900,000; Incentive 278,438; Medical/Dental 23,651; Outplacement 10,000; Total 1,212,088. |
Board Governance
- Role: Chairman and CEO; Board concluded all directors other than Mr. Colony are independent; Board size/view deemed not to warrant split roles; Colony’s ~39% stake cited to support agenda-setting role. Lead Independent Director role established in 2017 (Robert M. Galford; retiring at 2025 meeting), providing counterbalance.
- Committees: Audit (Romine—Chair; Bradford; Friscia; Munchbach) and Compensation & Nominating (Galford—Chair; Bennett; Boyce; Wassenaar) composed solely of independent directors; CEO not a member.
- Meetings/attendance: Board met six times in 2024; each director attended ≥75% of Board and applicable committee meetings; CEO presided and attended the annual meeting.
- Director pay: Colony receives no additional compensation for Board service; non-employee director retainers and RSU grants disclosed separately.
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR ($ value of $100 initial investment) | 100 | 141 | 86 | 64 | 38 |
| Net Income ($ millions) | 10.0 | 24.8 | 21.8 | 3.1 | -5.7 |
| CV Bookings YoY Growth (%) | -3.5% | 16.0% | 0.8% | -7.7% | -5.3% |
Additional 2024 context: Revenues fell 10.0% to $432.5 million; despite this, the company met final revenue, adjusted operating margin, and adjusted EPS guidance. Five-year cumulative TSR is below S&P Small Cap 600 Information Technology.
Say-On-Pay & Shareholder Feedback
- 2024 say-on-pay approval: 99% support; Committee noted feedback and adjusted programs, including suspending bonus plan in 2024 and awarding modest discretionary bonuses in 2025.
Compensation Structure Analysis
- Equity grants: None to CEO in 2023–2024 due to 39% ownership; reduces dilution and options-repricing risk.
- Cash incentives: Plan suspended in 2024; discretionary payout of 27% of target was made, indicating reliance on Committee judgment amid transition to Forrester Decisions and macro headwinds; executive bonuses capped at 1.56x.
- Peer benchmarking/consultants: Committee primarily referenced Radford Global Compensation Database (companies $200M–$1B revenue), did not engage an independent consultant in 2024.
- Clawback and ownership policies: Mandatory clawback adopted; robust stock retention guidelines with sale restrictions until thresholds met.
- Hedging policy: Company currently has no hedging policy—an alignment gap to monitor.
Risk Indicators & Red Flags
- Combined CEO/Chair and non-independent status; mitigated by Lead Independent Director and independent committees.
- No hedging policy disclosed; potential misalignment risk if hedging were used (no evidence of hedging disclosed).
- Estate planning via multiple GRATs and registration rights enabling sales; monitor potential periodic transfers/sales for liquidity/estate obligations.
- Severance/change-in-control economics for CEO are sizable (up to ~$3.09M at 12/31/2024), though no excise tax gross-ups; double-trigger applies.
- Section 16 compliance reported timely for 2024.
Investment Implications
- High alignment: Colony’s ~39% ownership strongly aligns incentives and reduces reliance on equity grants; near-zero salary underscores long-term orientation. Monitor estate-planning transfers and any registrations that could introduce selling pressure.
- Governance trade-offs: Combined CEO/Chair with strong lead independent oversight and fully independent committees; absence of a hedging policy is a governance gap. Pay decisions showed discipline (2024 bonus suspension), but discretionary payouts suggest ongoing Committee judgment amid transition.
- Performance watch: TSR and CV bookings have been under pressure; 2024 revenue decline and negative net income warrant focus on turnaround execution under Colony’s leadership. Equity-heavy incentives for NEOs are indexed to stock price and 2025 CV/Adjusted EBITDA PSU targets; CEO’s severance/CIC terms are material but standard for scale.