Samuel L. Molinaro Jr.
Information Services GroupAbout Samuel L. Molinaro Jr.
Independent director at Information Services Group (ISG; Nasdaq: III) since March 14, 2025; age 67 as of the 2025 proxy record date. Former President of UBS Americas Holdings (retired 2023 after 11 years), ex-EVP/CFO/COO of Bear Stearns, began career at PwC; B.S. in Accounting from St. Bonaventure and HBS Advanced Management Program. The Board designated him Audit Committee Chair and determined he is an “audit committee financial expert”; he is also independent under Nasdaq and SEC rules and serves on the Compensation and Nominating & Corporate Governance committees.
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| UBS Americas Holdings LLC | President (retired 2023); senior executive roles (11 years) | ~2012–2023 (retired 2023) | Oversaw tech transformation; continued board service post-retirement |
| The Bear Stearns Companies, Inc. | EVP, CFO and COO | Prior to UBS tenure | Senior finance and operations leadership |
| PricewaterhouseCoopers LLP | Auditor (early career) | Not disclosed | Foundational accounting/audit experience |
External Roles
| Organization | Position | Committee Roles | Notes |
|---|---|---|---|
| UBS Americas Holdings LLC | Director | Audit Committee member | Continues serving alongside ISG board role |
| McKinsey & Company | Senior Advisor (Banking & Securities) | — | Joined in 2024 |
Board Governance
| Item | Detail |
|---|---|
| Independence status | Board determined all non-management directors, including Mr. Molinaro upon joining, are independent under Nasdaq and SEC rules |
| Committees | Audit (Chair); Compensation (Member); Nominating & Corporate Governance (Member), effective March 14, 2025 |
| Audit Committee financial expert | Board determined he qualifies as an “audit committee financial expert” |
| Risk oversight | Audit Committee oversees risk (financial, operational, legal/regulatory, cybersecurity); CFO reports regularly to Audit Committee and Board |
| Executive sessions | Independent directors hold regular executive sessions |
| 2024 attendance baseline | Board held 6 meetings; Audit 4; Compensation 4; Nominating & Gov 2; directors serving in 2024 attended 100% (Mr. Molinaro joined in 2025) |
Fixed Compensation
| Component | Amount/Terms | Notes | |---|---| | Annual cash retainer (non-employee directors) | $60,000 | 2024 program, unchanged for 2025 | | Lead Independent Director retainer | $75,000 | 2024 program, unchanged for 2025 | | Audit Committee Chair retainer | $75,000 | 2024 program, unchanged for 2025; applicable to Mr. Molinaro as Audit Chair | | Meeting fees | None disclosed; program consisted of cash retainer plus RSUs; no other compensation to non-employee directors in 2024 | | Indemnification | Standard director indemnification agreement upon appointment |
Performance Compensation
| Equity Vehicle | Grant Value/Structure | Vesting | Notes |
|---|---|---|---|
| Annual RSU grant (non-employee directors) | Fixed $125,000 grant-date value; example: 33,602 RSUs granted Dec 10, 2024 to each then-serving non-employee director (based on $3.72 share price) | RSUs vest in three equal annual installments; accelerated upon change-in-control or death/disability | Program unchanged for 2025 |
| Individual onboarding award (Molinaro) | 35,714 shares at $3.50 (Form 4 “A” award) on Mar 17, 2025 | Not specified in Form 4; director program indicates time-based vesting over 3 years for RSUs | Form 3 filed Mar 14, 2025 |
Note: Director equity is time-based; no performance metrics are disclosed for director compensation (i.e., no revenue/EBITDA/TSR targets apply to director RSUs) .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Considerations |
|---|---|---|
| UBS Americas Holdings LLC | Director; Audit Committee member | No related-party transactions requiring disclosure; Board affirmatively determined director independence (ISG considered relationships per Nasdaq/SEC rules) |
Expertise & Qualifications
- 30+ years senior leadership in banking/financial services; former public-company CFO/COO and financial reporting leader .
- Accounting and audit grounding (PwC) and formal executive education (HBS AMP); B.S. Accounting, St. Bonaventure .
- Designated “audit committee financial expert,” enhancing audit oversight capability .
- Sector knowledge in financial services—a key ISG client vertical—supports commercial oversight .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (post-award) | 35,714 shares following Mar 17, 2025 Form 4 “A” award |
| Shares outstanding reference | 48,255,149 shares outstanding as of Feb 25, 2025 |
| Approx. ownership % | ~0.07% (35,714 / 48,255,149) |
| Vested vs. unvested | Not disclosed; director RSU program vests in three equal annual installments |
| Stock ownership guidelines | Directors must hold stock equal to 5x annual cash retainer within 5 years; all directors/NEOs in compliance or on pace as of Feb 25, 2025 |
| Hedging/pledging | Anti-hedging policy prohibits derivative hedges; proxy section does not describe a specific anti-pledging prohibition in that discussion |
Insider transaction detail (2025):
| Date | Form | Type | Shares | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2025-03-14 | 3 | Initial Statement of Beneficial Ownership | — | — | — | |
| 2025-03-17 | 4 | A (Award) | 35,714 | $3.50 | 35,714 |
Governance Assessment
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Strengths
- Independence and audit rigor: Independent director designated as Audit Committee Chair and “audit committee financial expert,” with robust risk oversight remit; independent executive sessions practiced .
- Compensation structure: Director pay balanced between cash retainer and time-vested RSUs; annual RSU fixed-dollar framework; use of independent consultant (Pay Governance) with no other business ties disclosed .
- Shareholder alignment: Stock ownership guidelines (5x retainer) and anti-hedging policy; 2024 say‑on‑pay support at 96% indicates broad investor approval of compensation governance (for NEOs) .
- Conflicts/related parties: 8‑K expressly notes no related‑party transactions involving Mr. Molinaro; company reports no related‑party transactions in 2023–2024 under its policy .
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Watch items
- Pledging policy disclosure: Proxy details anti‑hedging but does not describe a pledging prohibition in that section; best practice is explicit no‑pledging language .
- Tenure/ownership ramp: Newly appointed in 2025 with initial 35,714 share award; guideline compliance horizon is five years—monitor ongoing equity accumulation .
- External board: Concurrent UBS Americas directorship (Audit Committee) presents informational interlock potential; no related‑party issues disclosed—continue monitoring for client/vendor intersections .
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Overall implication
- Appointment signals a strengthening of audit oversight and financial sophistication on the Board; compensation and independence practices appear investor‑friendly, with few red flags at this time. High say‑on‑pay support and structured director pay/ownership guidelines support investor confidence; monitor pledging policy clarity and ongoing equity alignment as tenure progresses .