Gerald S. Hobbs
Information Services GroupAbout Gerald S. Hobbs
Gerald S. Hobbs is Lead Independent Director of Information Services Group (ISG) and has served on the Board since January 2008, bringing decades of information and media leadership experience; he has been Lead Independent Director since March 2014 and is designated an SEC “audit committee financial expert” by the Board . He is an operating partner at BV Investments, LLC and previously served as Chairman & CEO of VNU, Inc. (now Nielsen), and Vice-Chairman of the Executive Board of VNU N.V. until retiring in April 2003; ISG’s 2024 proxy lists his age as 82 . He is a Class I director with a term expiring at the 2026 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| VNU, Inc. (now Nielsen Holdings plc) | Chairman & CEO | Until April 2003 | Led global information/media portfolio; Executive Board member (VNU N.V. Vice-Chairman) |
| American Business Media | Chairman; Director | Not disclosed | Industry leadership role |
| BPA International | Chairman; Director | Not disclosed | Industry standards and audit oversight |
| The Advertising Council, Inc. | Chairman; Director | Not disclosed | Public service advertising leadership |
| The Nielsen Company | Director (retired 2010) | Retired 2010 | Audit Committee member |
| BNA, Inc. | Director (retired 2011) | Retired 2011 | Audit Committee member |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BV Investments, LLC | Operating Partner | Not disclosed | Current professional role |
| Current public company directorships | — | — | None disclosed in ISG’s proxy |
Board Governance
- Independence: The Board affirmatively determined all directors other than the CEO (Mr. Connors) are independent under Nasdaq and SEC rules; all committee members (including Hobbs) are independent .
- Lead Independent Director: Hobbs has served in this role since March 2014, with responsibilities that include CEO/Chair selection and evaluation process, setting agendas with management, presiding over executive sessions, and acting as liaison between independent directors and the Chair .
- Committee assignments (2024): Audit Committee member; Compensation Committee Chairman; Nominating & Corporate Governance Committee member; committees met 4, 4, and 2 times respectively in 2024 .
- Financial expertise: The Board determined Hobbs qualifies as an “audit committee financial expert” under SEC rules .
- Attendance: In 2024 the Board met six times, and each director attended 100% of Board and committee meetings on which they served .
- Classification/term: Class I director; term expires at 2026 annual meeting .
Fixed Compensation
| Year | Cash Retainer (Lead Independent Director) | Equity Grant (RSUs, grant-date fair value) | Total |
|---|---|---|---|
| 2024 | $75,000 | $125,000 (RSUs) | $200,000 |
| 2023 | $75,000 | $125,000 (RSUs) | $200,000 |
- Structure: Non-employee director program consists of an annual cash retainer and annual RSU grant; unchanged for 2025 .
- No meeting fees or other compensation were paid to non-employee directors in 2024 .
Performance Compensation
| Grant Date | RSUs Granted | Grant Value Basis | Vesting | Change-in-Control/Death/Disability |
|---|---|---|---|---|
| Dec 10, 2024 | 33,602 per director | Fixed $125,000 value; $3.72 close price used | Vests in 3 equal annual installments | RSUs accelerate on these events |
| Dec 12, 2023 | 29,274 per director | Fixed $125,000 value; $4.27 close price used | Vests in 3 equal annual installments | RSUs accelerate on these events |
| Dec 6, 2022 | 23,901 per director | Not disclosed | Vests in 3 equal annual installments | Not disclosed for 2022 grant; program indicates acceleration applies |
- Options: No stock option awards are disclosed for directors in 2023 or 2024 .
- Performance metrics: Director equity is time-vested; no performance-conditioned metrics are disclosed for director pay .
Other Directorships & Interlocks
| Company | Role | Status | Committee Roles |
|---|---|---|---|
| The Nielsen Company | Director | Retired 2010 | Audit Committee member |
| BNA, Inc. | Director | Retired 2011 | Audit Committee member |
- ISG’s proxy does not disclose any current public company directorships for Hobbs .
- No competitive interlocks or related-party business ties involving Hobbs are disclosed .
Expertise & Qualifications
- The Board cites Hobbs’s extensive experience as Chairman/CEO of information and media companies (including VNU/Nielsen) as a key qualification for ISG’s oversight needs .
- Designated “audit committee financial expert,” reflecting deep financial sophistication for audit oversight .
- Longstanding governance leadership as ISG’s Lead Independent Director since 2014 .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (as of Feb 25, 2025) | 522,289 shares; 1.1% of outstanding |
| Unvested RSUs outstanding (Dec 31, 2024) | 61,085 RSUs |
| Stock ownership guidelines (Directors) | 5x annual cash retainer; all directors were in compliance or on pace as of Feb 25, 2025 |
| Anti-hedging | Directors are prohibited from hedging ISG securities; trading windows and pre-clearance apply |
| Clawback policy | Company has an SEC/Nasdaq-compliant recoupment policy for incentive awards upon restatement |
Governance Assessment
- Board effectiveness and independence: Hobbs is independent, serves as Lead Independent Director, and chairs the Compensation Committee while serving on Audit and Nominating & Governance—supporting robust independent oversight and checks-and-balances .
- Financial oversight strength: Recognized as an audit committee financial expert and member of a fully independent Audit Committee; Board reports the committee fulfilled its charter and maintains auditor independence .
- Engagement and attendance: 100% attendance in 2024 at Board and committee levels indicates strong engagement .
- Pay alignment and ownership: Director pay mix is equity-heavy (fixed $125k RSU + cash retainer), with multi-year vesting and ownership guideline of 5x retainer; compliance confirmed as of Feb 25, 2025 .
- Conflicts/related parties: The company reports no related-party transactions in 2023–2024, and reviews such matters under a written policy overseen by Nominating & Governance .
- Shareholder sentiment: Say-on-pay support was 96% in 2024, signaling broad investor alignment with compensation governance .
RED FLAGS: None identified in disclosed items—no related-party transactions, no attendance concerns, independent leadership and committees, anti-hedging and clawback policies in place .