Warren Romine

About Warren Romine

Warren Romine, age 54, has served as an independent director of Forrester Research since March 2022. He is Chair of the Audit Committee and designated an SEC “audit committee financial expert,” bringing deep investment banking and M&A expertise; he is founder and managing director of Orchard Knob Capital (aerospace/defense advisory), and previously served as a Senior Lecturer in finance at Harvard Business School (Oct 2022–Jun 2023) . The Board has determined he is independent under NASDAQ rules, with all Audit Committee members meeting Sarbanes-Oxley independence requirements .

Past Roles

External Roles

Board Governance

• Independence: Independent director per NASDAQ; Audit Committee members also satisfy Sarbanes-Oxley audit independence .
• Committee assignments: Audit Committee (Chair) alongside Bradford, Friscia, Munchbach; Compensation & Nominating Committee does not include Romine .
• Meetings and attendance: Board met 6 times in fiscal 2024; Audit Committee met 5 times; each director attended at least 75% of Board and committee meetings of which they were a member .
• Audit Committee role: Oversees financial reporting, internal control, private sessions with internal audit and PwC, selection and evaluation of PwC, and fee review; Romine signed the Audit Committee report as Chair .
• Lead Independent Director transition: Long-time Lead Independent Director Robert M. Galford retiring effective May 13, 2025; not directly related to Romine’s role but relevant to independent board leadership .

Fixed Compensation

• Director fee schedule: Non-employee directors receive $30,000 annual retainer; $5,000 per committee membership; +$8,000 for Audit Chair; +$5,000 for Comp & Nominating Chair; Lead Independent receives +$10,000 .

Performance Compensation

• Options: None outstanding for non-employee directors at FY2024 year-end; Romine listed with zero options .

Note: Forrester states it currently does not have a hedging policy; Insider Trading Policy exists and is filed as Exhibit 19.1 to the 2024 10‑K (RED FLAG for alignment) .

Other Directorships & Interlocks

Expertise & Qualifications

• Audit committee financial expert; NASDAQ financial literacy; experienced audit chair .
• Extensive M&A and capital markets experience leading A&D banking groups at KippsDeSanto and FBR .
• Founder/operator experience in financial advisory (Orchard Knob Capital) .
• Academic finance credentials via HBS Senior Lecturer role .

Equity Ownership

• Compliance statement (company-wide): “Our directors and executive officers have complied in full with these guidelines since their initial adoption.”

Insider Trades (Form 4)

• Section 16 compliance: Company states all officers/directors complied timely with 2024 filing requirements (Forms 3/4/5) .

Say‑on‑Pay & Shareholder Feedback

Compensation Structure Analysis (Director)

• Cash vs. equity mix (FY2024): Cash $43,000 vs. Equity $119,986 (≈74% equity), supporting alignment with shareholders via time-based RSUs .
• Grant mechanics: Annual director RSU grants sized at $120,000 divided by grant-date closing price, vest quarterly over one year; full vesting upon change-of-control unless assumed/substituted/cashed-out .
• Consultant usage: For executive compensation in 2024, Compensation & Nominating Committee did not engage an independent consultant (relied on market data/surveys); not a director‑specific issue but relevant to governance rigor .

Related Party Transactions & Conflicts

• Policy & oversight: Audit Committee responsible for reviewing/approving related‑person transactions; annual questionnaires and Code of Business Conduct & Ethics disclosures support identification .
• Disclosures: No related‑party transactions involving Romine are disclosed; compensation committee interlocks report notes no insider participation or interlocks for committee members .

Performance & Track Record (Context)

• Company TSR vs. peer group: Five‑year cumulative TSR is below the S&P Small Cap 600 Information Technology industry index, per proxy “Pay Versus Performance” section . This heightens scrutiny of board effectiveness and incentive alignment.

Governance Assessment

• Strengths

  • Independent director; Audit Committee Chair and SEC “financial expert,” with robust audit oversight (private sessions with internal audit and PwC) .
  • High equity component in director pay (~74%), quarterly vesting fosters ongoing alignment; formal stock ownership guidelines require 2× total annual director compensation and five‑year compliance window .
  • Solid engagement: Board met six times, Audit five times, and all directors met at least 75% attendance thresholds in 2024 .
  • Prior audit chair experience at a public company (BK Technologies/RELM Wireless) enhances committee effectiveness .

• Risks / RED FLAGS

  • Hedging policy gap: Company explicitly states it currently does not have a hedging policy; while insider trading controls exist, the absence of hedging restrictions is a governance red flag for alignment and could permit risk‑mitigating behaviors contrary to shareholder interests .
  • Change‑of‑control vesting: Director RSUs vest in full upon change‑of‑control unless assumed/substituted/cashed‑out; typical market practice but can be perceived as lowering at‑risk alignment in transactional scenarios .
  • Relative performance context: Five‑year TSR below industry index increases pressure on the board’s oversight of strategy and capital allocation .

• Signals to investors

  • Strong audit governance and independence credentials (Romine as Chair/financial expert) support confidence in financial reporting integrity .
  • 2025 shareholder support: Romine received 16,408,398 votes “For” in director election; say‑on‑pay passed comfortably, indicating broad shareholder support despite TSR underperformance .