Michael Sherrick
About Michael Sherrick
Michael Sherrick, 52, is Executive Vice President and Chief Financial Officer of Information Services Group (ISG) since August 8, 2023, overseeing finance, investor relations, M&A, and legal affairs . He previously held roles at Cognizant (most recently COO, Software & Platform Engineering), co‑founded Scoria Capital in 2013, and worked at S.A.C Capital, Morgan Stanley, and PwC; he holds a degree from Bucknell University and is both CPA and CFA . During his tenure, ISG’s reported revenue declined from $291.1M (2023) to $247.6M (2024) and adjusted EBITDA from $37.7M to $25.1M ; the stock closed at $4.71 (Dec 29, 2023) and $3.34 (Dec 31, 2024), reflecting a -29% year‑over‑year change . ISG recorded cumulative TSR of ~55% since 2020 and 2023 TSR of 6.16% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cognizant | Chief Operating Officer, Software & Platform Engineering | Not disclosed | Led operations in software/platform engineering |
| Scoria Capital Partners | Co‑founder/Investor | 2013 | Managed investments in technology, business services, consumer sectors |
| S.A.C Capital | Various positions | Not disclosed | Investment/financial roles |
| Morgan Stanley | Various positions | Not disclosed | Investment banking/finance experience |
| PricewaterhouseCoopers LLP | Various positions | Not disclosed | Audit/finance foundation (CPA) |
External Roles
No external public company directorships or committee roles disclosed for Sherrick .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary (annual rate) | $500,000 | $550,000 (effective Oct 1, 2024) |
| Target Bonus ($) | — | $300,000 |
| Actual Bonus Paid ($) | $0 | $275,000 (cash $120,000 + RSUs $155,000) |
| Temporary Salary Reduction | — | 20% reduction from Apr 1–Sep 30 for Sherrick and two peers |
Performance Compensation
Performance-Based RSUs (PSUs)
| Grant | Metric | Target | Measurement Window | Payout Structure | Vesting |
|---|---|---|---|---|---|
| 9/1/2023 | ISG stock price ≥ $7.00 (10 trading days) | 17,191 units | From 1st to 4th anniversary of grant | Earned at target if threshold met; unearned forfeited | Fully vested and settled upon earning |
| 6/3/2024 | ISG stock price ≥ $6.00 (10 trading days) | 27,778 units | Between 6/1/2025 and 6/1/2028 | Earned at target if threshold met; unearned forfeited | Fully vested and settled upon earning |
Time-Based RSUs (Retention/Incentive)
| Grant Date | Units | Vesting Schedule |
|---|---|---|
| 9/1/2023 | 100,000 | 100% on 9/1/2026 |
| 9/1/2023 | 38,679 | 1/3 on 9/1/2025, 9/1/2026, 9/1/2027 |
| 6/3/2024 | 83,333 | 25% on 6/1/2025, 6/1/2026, 6/1/2027, 6/1/2028 |
| 8/1/2024 | 30,211 | 100% on 8/1/2025 |
Annual incentive methodology: Committee uses holistic assessment (budgets, prior year performance, strategic initiatives). 2024 bonus included consideration of the October divestiture of the Automation unit (> $20M proceeds) .
Equity Ownership & Alignment
| Metric | Mar 1, 2024 | Feb 25, 2025 |
|---|---|---|
| Beneficial Ownership (shares) | 19,500 | 45,816 |
| Ownership % of Outstanding | <1% | <1% |
| Unvested RSUs (by grant) | 100,000; 38,679; 83,333; 30,211 | (as of 12/31/2024 balances) |
| Unvested PSUs (by grant) | 17,191; 27,778 | (as of 12/31/2024 balances) |
| Options (exercisable/unexercisable) | None outstanding at plan level | — |
| Ownership Guidelines | 3× base salary requirement; compliance/on pace | |
| Hedging/Pledging | Anti‑hedging policy in place; no pledging disclosure; trades pre‑cleared |
Key upcoming vest events (potential selling pressure):
- 3/15/2025: 2024 annual RSUs (for NEOs where granted) vest; Sherrick’s 2024 bonus portion was RSUs granted and included above .
- 6/1/2025: 25% of 6/3/2024 RSUs (20,833 units) .
- 8/1/2025: 30,211 RSUs vest .
- 9/1/2025: 12,893 RSUs from 9/1/2023 time‑based tranche vest .
Employment Terms
- Employment Letter (June 21, 2023): Base salary $500,000 (raised to $550,000 effective Oct 1, 2024); target bonus $300,000 beginning 2024; multiple RSU grants at hire; matched RSUs for up to $100,000 open‑market stock purchase; execution of restrictive covenant agreement (confidentiality, non‑compete, non‑solicit) .
- Change‑in‑Control Agreement: Double‑trigger severance (termination without cause or for good reason within 2 years post‑CoC, or within 60 days pre‑CoC at acquirer request): cash lump sum equal to 1× (base salary + greater of target bonus for year of termination or year of CoC), pro‑rata target bonus for year of termination, accrued amounts, and after‑tax COBRA cost for medical/dental/vision; no excise tax gross‑ups; amounts reduced if needed to optimize after‑tax outcome .
- Potential Payouts at 12/31/2023 (illustrative): Base $500,000; Bonus $300,000; RSUs $977,179; Health $26,081; Total $1,803,260 on CoC termination scenario (valuation at $4.71) .
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Revenue ($USD Millions) | $291.1 | $247.6 |
| Adjusted EBITDA ($USD Millions) | $37.7 | $25.1 |
| Year-End Stock Price ($) | $4.71 (Dec 29, 2023) | $3.34 (Dec 31, 2024) |
| TSR (Full Year) | 6.16% | — |
- Strategic execution: Divestiture of Automation unit in Oct 2024 with cash proceeds > $20M; considered in 2024 NEO annual incentives .
Governance & Shareholder Feedback (Context for Compensation)
- Compensation Committee uses independent consultant Pay Governance LLC; committee fully independent .
- Say‑on‑Pay approval: 96% of votes cast in 2024; 2025 vote passed (For 33,467,278; Against 3,684,029; Abstain 29,222; Broker non‑votes 6,485,525) .
- Equity Plan/ESPP amendments (2025): +4.4M shares to equity plan; +1.2M shares to ESPP; passed at 2025 meeting .
Compensation Structure Controls and Policies
- Clawback: Mandatory recovery upon restatement reducing payout (applies even absent misconduct) .
- Anti‑hedging, pre‑clearance, trading windows; no repricing of options/SARs; minimum 1‑year vesting post‑2025 amendment; dividends/dividend equivalents subject to vesting .
- Peer group used in pay‑versus‑performance disclosure: American Software, Edgio, Forrester, Lesaka, Repay, Hackett Group, Tucows (market‑cap weighted) .
Investment Implications
- Alignment: Heavy use of RSUs and PSUs tied to stock‑price thresholds ($7.00 and $6.00) aligns pay outcomes with shareholder returns; clawback and anti‑hedging further reinforce alignment .
- Retention and selling pressure: Multiple time‑based RSU cliffs (Aug 2025; Sept 2025; Sept 2026) create predictable vesting windows potentially increasing selling pressure; monitor Form 4s around those dates .
- Dilution/overhang: 2025 equity plan share increase (+4.4M) lifts total shares subject to awards/future awards to ~9.55M (19.8% of outstanding), increasing dilution risk but improving retention currency for management; weighted average remaining RSU term 1.24 years as of Feb 25, 2025 .
- Performance headwinds: 2024 revenue and EBITDA declines vs 2023 and YoY stock price decline may constrain PSU realizations without execution on growth/cost initiatives; 2024 bonus payout ($275k for Sherrick) still recognizes strategic actions (divestiture), indicating committee discretion within pay‑for‑performance framework .