ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
(b) On
April 30, 2021, Information Services Group, Inc. (“ISG” or the “Company) announced that David E. Berger,
Executive Vice President and Chief Financial Officer, plans to retire from the role of Chief Financial Officer on June 7, 2021 after
nearly 12 years of service. Mr. Berger has served as Chief Financial Officer of the Company since October 2009. Mr. Berger
will serve in an advisory role to assist in ongoing M&A projects and to support the transition.
(c) On
April 30, 2021, the Company announced that Humberto P. Alfonso, 63 will join the Company on June 7, 2021 as Executive Vice President
and Chief Financial Officer.
Mr. Alfonso was most recently Chief Executive
Officer of Yowie Group Ltd. from June 2016, and as a director from March 2017, until January 2018. Yowie is a global brand
licensing company. Mr. Alfonso was President, International, of The Hershey Company, the largest producer of quality chocolate
in North America and a global leader in chocolate and sugar confectionery, from April 2013 until his retirement in June 2015.
He was Executive Vice President, Chief Financial Officer, and Chief Administrative Officer of Hershey from November 2011 to April 2013,
and Senior Vice President and Chief Financial Officer from July 2007 to November 2011. He joined Hershey in July 2006,
initially serving as Vice President, Finance and Planning, U.S. Commercial Group from July 2006 to October 2006, and then serving
as Vice President, Finance and Planning, North American Commercial Group from October 2006 to July 2007. Before joining Hershey,
Mr. Alfonso held a variety of finance positions at Cadbury Schweppes, a producer of soft drinks and premium beverages, serving as
Executive Vice President Finance and Chief Financial Officer of Cadbury Schweppes Americas Beverages from March 2005 to July 2006
and Vice President Finance, Global Supply Chain from May 2003 to March 2005. Prior to that, Mr. Alfonso held a number of
senior financial positions at Pfizer, Inc. Mr. Alfonso currently serves on the Board of Eastman Chemical Company, is Chair of
its Audit Committee and serves on its Environmental, Safety and Sustainability Committee and its Finance Committee.
On April 30, 2021, Mr. Alfonso entered
into an employment letter with the Company (the “Employment Letter”). Pursuant to the Employment Letter, Mr. Alfonso
will receive a base salary of $550,000 and has a target ISG Incentive Plan (“IIP”) bonus opportunity of $350,000. For 2021
only, in lieu of a bonus opportunity in cash, the Company and Mr. Alfonso have agreed that Mr. Alfonso will receive a grant
of ISG Restricted Stock Units (RSUs) on July 1, 2021 with a dollar value of $200,000, which will vest on the first anniversary of
the grant date pursuant to the Company’s standard Restricted Stock Unit Award Agreement (time-based), which requires Mr. Alfonso
to execute the Company’s standard Restrictive Covenant Agreement. In addition, on July 1, 2021, Mr. Alfonso will be granted
100,000 ISG RSUs that will vest 100% on the third year anniversary of the grant date. The Restrictive Covenant Agreement requires Mr. Alfonso
to not disclose confidential information of the Company at any time, and for the period during which he is employed by the Company, and
the 24-month period thereafter, not to compete with the Company, not to interfere with the Company’s business and not to solicit
nor hire any of the Company’s employees or customers. Also, pursuant to the Employment Letter, Mr. Alfonso may elect to purchase
up to $100,000 of ISG shares in the open market which will be matched 1:1 with a grant of RSUs provided his open market purchases are
completed by December 10, 2021. In addition, on June 7, 2021, Mr. Alfonso will enter into the Company’s standard
Change in Control Agreement for officers, which has a term of two years from the effective date, but will automatically extend for successive
one-year terms unless a notice of non-renewal is given at least one year before the then scheduled expiration of the term. This Change
in Control Agreement provides for a lump sum severance payment as a result of a termination of employment by the Company without “Cause”
or by the executive for “Good Reason” (each as defined in the Change in Control Agreement) during the two-year period following
a Change in Control (as defined in the applicable Change in Control Agreement), the material terms of which are the same as the Change
in Control Agreements the Company’s executives as described on pages 24 and 25 of the Company’s Definitive Proxy Statement previously filed with the SEC on March 18, 2021 and incorporated herein by reference. Finally, to assist in Mr. Alfonso’s
transition, the Company will make two transition payments of $100,000 each on July 1, 2021 and July 1, 2022.
The
foregoing summaries of the Employment Letter, the Restricted Stock Unit Award agreement, the Restrictive Covenant Agreement and
the Change in Control Agreement do not purport to be complete and are qualified in their entirety by, the full text of such agreements,
which are filed as Exhibits 10.1, 10.2, 10.3 and10.4 to this Form 8-K and incorporated herein by reference.