Bruce N. Pfau
Information Services GroupAbout Bruce N. Pfau
Independent director at Information Services Group (ISG) since July 2019. Former KPMG vice chairman of Human Resources & Communications for 12 years, later partner/senior consultant (2016–2018). Academic credentials: B.A. Tufts University; M.A. and Ph.D. from Loyola University Chicago. Age disclosed as 70 in the 2024 proxy; Class II director with term expiring at the 2027 annual meeting. Designated by the Board as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Vice Chairman, Human Resources & Communications; Member, Management Committee; Member, Acquisition Committee | 2004–2016 (Vice Chair, 12 years) | Senior leadership; oversight of 10 acquisitions |
| KPMG LLP | Partner, Senior Consultant, Ambassador to executive markets | 2016–2018 | Client engagement and market development |
| Watson Wyatt Worldwide (now WTW) | Executive roles | Not disclosed | Human capital/consulting expertise |
| Hay Group (now Korn Ferry Hay) | Executive roles | Not disclosed | Human capital/consulting expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in the proxy for Mr. Pfau |
Board Governance
- Independence: Board determined all non-management directors, including Pfau, are independent under Nasdaq and SEC rules; independent directors meet in regular executive sessions. Pfau is a member of all three standing committees.
- Committee assignments (2024): Audit; Compensation; Nominating & Corporate Governance. No chair roles. Meetings held in 2024: Audit 4; Compensation 4; Nominating & Corporate Governance 2.
- Audit expertise: Board determined Pfau qualifies as an “audit committee financial expert.”
- Attendance: In 2024, each director attended 100% of Board and committee meetings on which they served; Board met 6 times in 2024. In 2023, Board met 5 times and directors also had 100% attendance.
- Board structure: Combined CEO/Chair with a Lead Independent Director (Gerald S. Hobbs) since March 2014.
- Related-party transactions: None requiring approval were entered into in 2023–2024.
- Class & term: Class II; term expires at the 2027 annual meeting.
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual cash retainer | $60,000 | $60,000 | Non-employee director retainer; higher retainer ($75k) applies only to Lead Independent Director and Audit Chair (not Pfau) |
| Equity grant (RSUs) – grant date | Dec 12, 2023 | Dec 10, 2024 | Annual RSU grant with fixed grant-date dollar value |
| Equity grant (RSUs) – grant-date fair value | $125,000 | $125,000 | Fixed-value program maintained year-over-year |
| RSUs granted (shares) | 29,274 | 33,602 | Share count floats with stock price to target $125k |
| Closing price on grant date | $4.27 | $3.72 | Used for ASC 718 fair value |
| Total director comp (cash + equity) | $185,000 | $185,000 | No other compensation |
Notes: RSUs vest over three years; accelerated vesting on change in control or death/disability.
Performance Compensation
| Instrument | Performance Metrics | Vesting | Change-in-Control Treatment | Other Terms |
|---|---|---|---|---|
| RSUs (annual director grant) | None disclosed for non-employee directors (time-based RSUs) | 3-year vesting | Accelerated on change in control or death/disability | Fixed grant value ($125k) each year |
Additional policies: Company maintains a clawback policy in compliance with SEC/Nasdaq (applies to incentive awards upon restatement) and an anti-hedging policy prohibiting hedging transactions by directors.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| — | — | — | No interlocks or related-party exposures disclosed for Pfau; no related-party transactions in 2023–2024. |
Expertise & Qualifications
- Human capital and consulting leadership from KPMG (management committee, acquisition committee), Watson Wyatt (WTW), and Hay Group (Korn Ferry Hay).
- Financial oversight capability: designated audit committee financial expert.
- Education: B.A. Tufts; M.A. and Ph.D., Loyola University Chicago.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | As-of Date |
|---|---|---|---|
| Bruce N. Pfau | 120,334 | <1% | Feb 25, 2025 |
Supplemental alignment disclosures:
- Stock ownership guidelines: Non-employee directors must hold stock worth at least 5x annual cash retainer; compliance required within five years. All directors and NEOs were in compliance or on pace as of Feb 25, 2025.
- Insider policy: Hedging prohibited; trading permitted only in window periods with pre-clearance.
Say-on-Pay & Shareholder Feedback (Sentiment Signal)
| Year | Say-on-Pay Approval |
|---|---|
| 2023 | 88% of votes cast approved |
| 2024 | 96% of votes cast approved |
Compensation Structure Analysis
- Structure: Mix of $60,000 cash and $125,000 time-based RSUs is unchanged year-over-year, emphasizing equity alignment vs. cash.
- Fixed-value equity: RSU dollar value fixed at $125,000; share count rose from 29,274 (2023) to 33,602 (2024) due to lower grant-date stock price ($4.27 vs. $3.72).
- No options/PSUs or performance metrics disclosed for directors, reducing pay complexity and potential gaming risk.
Risk Indicators & Red Flags
- Related-party transactions: None reported for 2023–2024.
- Hedging/Pledging: Hedging prohibited; the proxy describes anti-hedging but does not separately disclose pledging activity for directors.
- Attendance: No concerns—100% attendance in 2024 and 2023.
- Committee independence: All members of Audit, Compensation, and Nominating & Corporate Governance are independent.
Governance Assessment
- Strengths: Fully independent director; broad committee participation including Audit (financial expert designation); 100% attendance; straightforward director pay program with majority equity; strong shareholder support on say-on-pay; no related-party transactions. These factors support investor confidence and perceived board effectiveness.
- Watch items: Director equity vests on a time basis (no performance conditions) and accelerates on change in control, which some investors view as less performance-rigorous for board compensation; proxy outlines anti-hedging but does not explicitly address pledging for directors. Continued monitoring of equity plan changes and any future director-specific arrangements is warranted.