Michael P. Connors
Information Services GroupAbout Michael P. Connors
- Chairman and CEO of Information Services Group (ISG) since inception; Director since 2006; age 69 .
- 2024 operating snapshot used for incentive decisions: revenue $247.6m, net income $2.8m, adjusted EBITDA $25.1m; GAAP EPS $0.06 .
- Pay-versus-performance: 2024 TSR −25.3% and net income down 55% YoY; “compensation actually paid” to PEO declined 66.8% YoY, indicating downside alignment to stock performance .
- Background: former Chairman/CEO of VNU’s Media Measurement & Information Group (now Nielsen) and Vice Chairman of ACNielsen; senior leadership at Dun & Bradstreet .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| VNU Media Measurement & Information Group (now Nielsen) | Chairman & CEO | 2001–2005 | Built and led media/entertainment/software/internet businesses (Nielsen Media Research, Nielsen Entertainment, NetRatings) |
| VNU World Directories | Chairman | 2003–2004 | Oversaw Yellow Pages/directories across 7 countries |
| ACNielsen | Vice Chairman | Commencing Nov 1996 | Senior leadership post D&B breakup; scaled global marketing information services |
| The Dun & Bradstreet Corp. | SVP | Pre-1996 | Key role in D&B breakup into three public companies, incl. ACNielsen |
External Roles
| Organization | Role | Committees / Notes |
|---|---|---|
| Chubb Ltd. | Lead Director | Executive Committee; Chair, Compensation Committee; Nominating & Governance Committee |
| Eastman Chemical Company | Director (prior) | Prior directorship noted (years not disclosed) |
Fixed Compensation
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2023 | 900,000 | As reported in SCT |
| 2024 | 810,000 | Reflects 20% salary reduction Apr 1–Sep 30, 2024 |
- Target annual bonus opportunity: 150% of base salary per employment agreement (amended) .
- 2024 annual incentive paid: $1,200,000 (cash $800,000 + RSUs $400,000) .
- All other comp in 2024 included 401(k) plan contribution ($2,000) and limited perqs; total “All Other” for Connors: $26,197 .
Performance Compensation
- Annual incentive determination: Committee used discretion, considering results vs. budget/expectations and strategic actions (e.g., Oct 2024 divestiture of Automation unit with cash proceeds >$20m) .
| Metric/Instrument | Weighting | Target | Actual/Payout | Vesting/Window |
|---|---|---|---|---|
| 2024 Annual Incentive | Discretionary | Not formulaic | $1.2m (Cash $800k; RSUs $400k) | RSU portion vests on 1st anniversary of award |
| Time-vested RSUs (6/3/2024 grant: 158,730 sh) | N/A | N/A | Grant-date FV included in SCT ($754,285 across all 2024 awards) | 25% vests each on 6/1/2025, 6/1/2026, 6/1/2027, 6/1/2028 |
| Price-vested PSUs (6/3/2024: target 285,714 sh) | Stock price | Earn 100% at $6.00; 150% at $7.00; 200% at ≥$8.00 (45-trading-day avg by 3rd anniversary) | Straight-line interpolation between hurdles | Earned PSUs fully vest/settle; unearned forfeit |
| Prior PSUs (6/1/2022; 6/1/2023) | Stock price | Price hurdle at 3rd anniversary | Earn/forfeit at designated dates | Earn windows aligned to grant 3rd anniversaries |
Pay-versus-performance data point (context): PEO “comp actually paid” fell to $975,752 in 2024 from $2,942,884 in 2023, as equity fair values adjusted with share price .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (2/25/2025) | 5,130,385 sh (10.6% of outstanding) |
| RSUs counted in beneficial if settling ≤60 days | 246,914 RSUs to settle within 60 days of 2/25/2025 |
| Options outstanding | None (no options/SARs outstanding company-wide) |
| Ownership Guidelines | CEO required to hold ≥6x base salary; all Directors/NEOs in compliance or on pace as of 2/25/2025 |
| Anti-hedging | Hedging prohibited; pre-clearance/trading windows required |
| Clawback | Policy adopted per SEC/Nasdaq; restatement-based recovery even absent misconduct |
Outstanding unvested awards at 12/31/2024 (Connors):
- Time RSUs: 29,661 (6/1/2021), 49,094 (6/1/2022), 74,111 (6/1/2023), 246,914 (3/15/2024), 158,730 (6/3/2024); market values computed at $3.34 close .
- PSUs at target: 98,187 (6/1/2022), 177,865 (6/1/2023), 285,714 (6/3/2024); market values at $3.34 and target assumption .
Vesting schedules (key dates; potential supply/overhang):
- 3/15/2025: 2024 time RSUs (246,914) vest 100% .
- 6/1/2025 onward: scheduled tranches from 2021/2022/2023/2024 time RSUs vest annually per footnote schedule; PSUs earn/forfeit at stated price hurdles on 3rd anniversaries (2022: 6/1/2025; 2023: 6/1/2026; 2024: by 6/1/2027 checkpoint) .
Equity plan overhang/dilution context:
- If 2025 plan amendment approved: total shares subject to outstanding + available = 9,549,773 (19.8% of outstanding); RSUs outstanding 4,621,591 with 1.24-year weighted average remaining term .
Employment Terms
| Term | Key Economics / Provisions |
|---|---|
| Employment Agreement Term | Extended to 12/31/2029 (amendments: 2013, 2016, 2020, 2025) |
| Base/Bonus Targets | Base initially $700k; increased to $900k effective 4/1/2022; target bonus 150% of base; eligible for equity grants |
| Non-Compete / Non-Solicit | Confidentiality ongoing; non-compete, non-solicit, and no-hire for 24 months post-employment per restrictive covenant |
| Severance (Non-CIC) | If terminated w/o cause or resigns for good reason: 2x base + 2x target bonus, paid over 24 months (or permitted lump sum) + pro-rata annual bonus; at 12/31/2024 this equated to $4,500,000 plus pro-rata bonus |
| Change-in-Control (CIC) | Double-trigger: if terminated w/o cause or for good reason within 2 years post-CIC (or within 60 days pre-CIC at acquirer request): lump sum = 2x (base + greater of target bonus in notice/CIC year) + accrued pay, prior-year unpaid bonus, pro-rata target bonus, and COBRA-equivalent after-tax benefit; no 280G gross-up and cutback to avoid excise tax if beneficial |
| Equity on CIC | Committee discretion to accelerate vesting, cash-out at fair value, substitute awards, or provide early exercise window before termination |
| Repricing | Prohibited without stockholder approval |
Board Governance (service history, committees, dual-role implications)
- Board tenure: Director since 2006; currently Chairman and CEO (combined roles) .
- Committee roles at ISG: None (all committees comprised of independent directors) .
- Independence: All directors except Mr. Connors deemed independent under Nasdaq/SEC rules; independent directors meet in executive sessions .
- Lead Independent Director: Gerald S. Hobbs (since 2014) with robust authorities (agenda input, presiding executive sessions, CEO/chair evaluation, liaison) to mitigate combined CEO/Chair structure .
- Meetings/attendance: Board held 6 meetings in 2024; all directors attended 100% of their Board/committee meetings .
Director Compensation (context; for non-employee directors)
- Non-employee director program: cash retainer ($60k; $75k for Lead Director and Audit Chair) plus RSUs with fixed $125k grant value; example 2024 grants of 33,602 RSUs at $3.72 on 12/10/2024; three-year vesting .
- As an employee director, Mr. Connors does not receive non-employee director fees .
Compensation Structure Analysis
- Mix shift 2023→2024: Salary decreased due to temporary 20% cut (Apr–Sep 2024) while bonus rose from $1.0m to $1.2m; stock awards’ grant-date fair value decreased (from $1.02m to $0.75m), indicating greater emphasis on near-term cash in a challenging year while retaining equity alignment .
- Performance linkage: 2024 PEO “comp actually paid” fell materially with stock price; TSR −25.3% and net income −55% YoY are reflected in the pay-versus-performance table .
- Equity design: Introduction/expansion of stock price–hurdled PSUs (tiered at $6/$7/$8) tightly links upside to value creation; unearned PSUs forfeit—no time-based guarantee .
- Governance protections: No option/SAR repricing; clawback policy compliant with SEC/Nasdaq; hedging prohibited; ownership guidelines enforced (CEO 6x salary) .
Risk Indicators & Red Flags
- Related-party transactions: None requiring disclosure in 2023–2024 .
- Tax gross-ups: None under equity plan; no 280G excise tax gross-up in CIC agreements (uses cutback) .
- Option repricing: Prohibited without stockholder approval .
- Say-on-pay: Strong support (96% approval in 2024) .
Vesting Schedules and Potential Insider Selling Pressure
- Near-term unlocks for Connors:
- 3/15/2025: 246,914 time-based RSUs vest 100% .
- 6/1/2025 and annually thereafter: scheduled time-RSU tranches from 2021/2022/2023/2024 grants; PSUs earn/forfeit at stock-price checkpoints on 3rd anniversaries (2022→2025; 2023→2026; 2024→by 2027) .
- Plan overhang: If share authorization increases by 4.4m, total outstanding+available equals 9,549,773 (19.8% of outstanding), a medium dilutive overhang to monitor for potential supply over time .
- Trading policy: Transactions restricted to pre-cleared window periods; hedging banned, which reduces alignment risk but does not itself indicate selling intent .
Employment & Contracts (Retention risk)
- Long-dated employment term (through 2029) plus CIC protections mitigate near-term departure risk; severance outside CIC equals 2x salary+bonus plus pro-rata bonus, while CIC uses 2x multiple with double trigger and no gross-up .
- 24-month non-compete and non-solicit covenants strengthen retention and post-termination protections .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: 96% of votes cast; policy of annual say-on-pay; 2023 say-on-frequency also favored annual votes (~96%) .
Equity Ownership Detail (as of 2/25/2025)
| Holder | Shares | % Out |
|---|---|---|
| Michael P. Connors | 5,130,385 | 10.6% |
Notes:
- Includes 246,914 RSUs scheduled to settle within 60 days of the record date .
- No options company-wide; equity overhang and RSU cadence detailed above .
Compensation Committee & Peer/Consultant
- Committee: All independent; chaired by Gerald S. Hobbs; uses Pay Governance as independent advisor; CEO not present for deliberations on his pay .
Investment Implications
- Alignment: 10.6% ownership, strict anti-hedging, and CEO 6x salary ownership guideline indicate strong skin-in-the-game .
- Overhang/watchlist: 2025 equity plan share increase would lift total outstanding+available to 19.8% of outstanding shares; combined with a dense vesting calendar (notably March and June tranches), monitor for incremental supply and potential pressure during trading windows .
- Pay-for-performance: 2024 comp actually paid declined materially alongside TSR and earnings, and PSU hurdles ($6/$7/$8) create high bar for upside—positive for alignment, but execution risk if fundamentals lag .
- Retention/stability: Contract through 2029, double-trigger CIC (no gross-up), and 24-month restrictive covenants reduce immediate leadership turnover risk .
- Governance: Combined CEO/Chair mitigated by an empowered Lead Independent Director and 100% independent key committees, supporting oversight quality despite dual role .