UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 29, 2009 (September 24, 2009)
Information Services Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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001-33287 |
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20-5261587 |
(State or other jurisdiction of |
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(Commission File Number) |
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(I.R.S. Employer |
incorporation) |
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Identification No.) |
Two Stamford Plaza
281 Tresser Boulevard
Stamford, CT 06901
(Address of principal executive offices)
(203) 517-3100
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2 below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
(b) On September 25, 2009, Information Services Group, Inc. (ISG or the Company) announced that Executive Vice President and Chief Financial Officer Frank Martell would be resigning effective October 5, 2009.
(c) On September 25, 2009, the Company announced that David E. Berger, 52, has joined the Company and has been elected Executive Vice President and Chief Financial Officer of the Company effective October 5, 2009. Mr. Berger was most recently Senior Vice President, Corporate Controller and Investor Relations with The Nielsen Company (Nielsen), a $5 billion global information and media company, where he spent more than eight years. Prior to Nielsen, Mr. Berger was with Simon & Schuster (S&S) and Viacom for nine years, where he held a variety of financial positions including Senior Vice President of Finance and Controller of S&S. He was the lead on development and strategic initiatives; financial and operational matters; and managed a staff of over 200 financial professionals. Mr. Berger is a graduate of the Wharton School of the University of Pennsylvania and earned his Masters of Business Administration from the University of Chicago. A press release announcing the election of Mr. Berger was issued on September 25, 2009, a copy of which is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
On September 24, 2009, Mr. Berger entered into an employment letter with the Company (the Employment Letter). A copy of the Employment Letter is attached as Exhibit 10.1 and is incorporated herein by reference. Pursuant to the Employment Letter, Mr. Berger will receive a base salary of $550,000 and a target Annual Incentive Plan (AIP) bonus opportunity of $350,000 for 2010. For 2010, the AIP will be guaranteed at $350,000 so long as Mr. Berger remains employed through December 31, 2010. In addition, pursuant to the 2007 Information Services Group, Inc. Equity Incentive Plan, Mr. Berger has been granted 125,000 ISG Restricted Stock Units that will vest ratably over four years pursuant to the Companys standard award agreement (time-based), which required Mr. Berger to execute the Companys standard restrictive covenant agreement. Forms of the restricted stock unit award agreement (time-based) and restrictive covenant award agreement are attached as Exhibits 10.2 and 10.3 respectively, and are incorporated herein by reference. Also, pursuant to the Employment Letter, Mr. Berger is required to purchase 125,000 shares of ISG common stock during the trading period permitted by ISGs Insider Trading Policy following the release of ISGs third quarter earnings. Finally, Mr. Berger entered into a severance agreement with the Company, which provides for a severance payment equal to the sum of Mr. Bergers base salary and target AIP, in the event Mr. Bergers employment is terminated by the Company without cause or by Mr. Berger as a result of good reason. A copy of the severance agreement is attached as Exhibit 10.4 and is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibit.
10.1 Employment Letter for David Berger, dated as of September 24, 2009
10.2 Form of Restricted Stock Unit Award Agreement (Time-Based)
10.3 Form of Restrictive Covenant Agreement
10.4 Severance Agreement for David Berger, effective as of October 5, 2009
99.1 Press Release dated September 25, 2009
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 29, 2009 |
INFORMATION SERVICES GROUP, INC. |
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By: |
/s/ Michael P. Connors |
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Michael P. Connors |
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Chairman and Chief Executive Officer |
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EXHIBIT INDEX
Exhibit Number |
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Description |
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10.1 |
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Employment Letter for David Berger, dated as of September 24, 2009 |
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10.2 |
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Form of Restricted Stock Unit Award Agreement (Time-Based) |
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10.3 |
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Form of Restrictive Covenant Agreement |
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10.4 |
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Severance Agreement for David Berger, effective as of October 5, 2009 |
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99.1 |
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Press Release dated September 25, 2009 |
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Exhibit 10.1
Michael P. Connors
Chairman and
Chief Executive Officer
September 24, 2009
Mr. David Berger
Larchmont, New York
Dear David:
I am pleased to confirm our offer to join Information Services Group, Inc. as our Executive Vice President and Chief Financial Officer reporting to me. You will become a member of our Executive Board comprised of the top leaders of the ISG+TPI operating organization. As agreed, your start date will be no later than October 7, 2009.
Your base salary will be $550,000 annually and a target Annual Incentive Plan (AIP) bonus opportunity of $350,000 for 2010. For 2010 your AIP will be guaranteed at $350,000 so long as you remain employed through December 31, 2010 and paid when all 2010 incentives are paid in the organization (normally March 2011). We will review both your base salary and your AIP bonus opportunity again in December 2010.
We will grant you 125,000 ISG Restricted Stock Units that will vest ratably over four years pursuant to our standard award agreement, which requires you to execute our standard restrictive covenant agreement. You have also agreed to purchase 125,000 ISG shares during the trading period permitted by ISGs Insider Trading Policy following the release of ISGs third quarter earnings.
You will also be eligible for our normal employee benefit programs provided to executive officers of ISG including medical, dental etc.
Finally, we have agreed to provide you with a standard severance agreement that will provide you with a severance payment equal to the sum of (x) your then base salary and (y) your then target AIP in the unlikely event you are terminated under certain conditions. The severance payment will be payable in equal monthly installments over the 12 month period following your termination of employment.
David, as we discussed, our vision at ISG is to build an industry-leading, billion dollar value information-based services company. We are still in the early innings of execution and with your financial, operational and corporate development experience we know you will make significant contributions toward achieving our vision.
Please sign and return a copy of this letter. We look forward to you joining the ISG Team!
Sincerely,
Michael P. Connors
Cc: Mr. Bob Weissman
Information Services Group, Inc. |
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t: 203 517 3100 |
Two Stamford Plaza |
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f: 203 517 3199 |
281 Tresser Boulevard, Stamford, CT 06901 |
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www.informationsg.com |
Agreed and Accepted:
/s/ David Berger |
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David Berger |
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September 24, 2009 |
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Exhibit 10.2
RESTRICTED STOCK UNIT AWARD AGREEMENT
(Time-Based)
THIS AGREEMENT (the Agreement), is made, effective as of [DATE] (the Grant Date) between Information Services Group, Inc., a Delaware corporation (ISG) (hereinafter called the Company), and [NAME], an employee of the Company or an Affiliate of the Company, hereinafter referred to as the Participant.
WHEREAS, the Company desires to grant the Participant a restricted stock unit award as provided for hereunder (the Restricted Stock Unit Award), ultimately payable in shares of common stock of the Company, par value $0.01 per share (the Common Stock or Shares), pursuant to the terms set forth herein and to the 2007 Information Services Group, Inc. Equity Incentive Plan (the Plan), the terms of which are hereby incorporated by reference and made a part of this Agreement (capitalized terms not otherwise defined herein shall have the same meanings as in the Plan);
WHEREAS, the committee of the Companys board of directors appointed to administer the Plan (the Committee), has determined that it would be to the advantage and best interest of the Company and its shareholders to grant the Restricted Stock Unit Award provided for herein to the Participant as an incentive for increased efforts during his or her term of office with the Company or its Affiliates, and has advised the Company thereof and instructed the undersigned officers to grant said Restricted Stock Unit Award.
NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:
(b) Participant, by signing and accepting the Restricted Stock Unit Award, hereby waives all rights, if any, under any Employment or other agreement entered into with the Company or any of its Affiliates, with respect to any Participant benefits or equity-based compensation (other than any previously vested rights earned under any benefit plan). Receipt of this grant is conditional on Participants aforementioned waiver; absent such a waiver, this grant shall be null and void.
(c) Notwithstanding any other provision of this Agreement to the contrary, Participants rights to vest under this Agreement will be subject at all times to the Participants compliance with that certain Restrictive Covenant Agreement entered into by and between Participant and the Company on even date herewith, and Participant, by executing this Agreement, agrees and acknowledges that this Award, any Shares received hereunder and any proceeds received in respect of the sale of such Shares may be subject to forfeiture.
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14. Restricted Stock Unit Award Subject to Plan . The Restricted Stock Unit Award and the RSUs granted hereunder are subject to the Plan. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.
15. Amendment . This Agreement may be amended only by a writing executed by the parties hereto which specifically states that it is amending this Agreement.
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IN WITNESS WHEREOF, the Company and the Participant have duly executed and delivered this Agreement as of the day and year first above written.
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INFORMATION SERVICES GROUP, INC.: |
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By: |
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Name: |
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Title: |
Restricted Stock Unit Award Agreement
(Time-Based-[Grant Date])
Signature Page
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IN WITNESS WHEREOF, the Company and the Participant have duly executed and delivered this Agreement as of the day and year first above written.
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PARTICIPANT: |
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By: |
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Name: |
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Title: |
Restricted Stock Unit Award Agreement
(Time-Based-[Grant Date])
Signature Page
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Exhibit 10.3
RESTRICTIVE COVENANT AGREEMENT
This Restrictive Covenant Agreement (this Agreement ) is made and entered into as of [DATE], by and between Information Services Group, Inc. ( ISG ) and [NAME] (the Restricted Person ).
RECITALS:
WHEREAS, the Restricted Person acknowledges that ISG and its Affiliates (as defined below) (collectively, the Company ) is engaged in a continuous program of research, design, development, production, marketing and servicing with respect to its businesses and the services it provides to its clients; and
WHEREAS, the Restricted Person further acknowledges that: (i) the protections set forth in this Agreement constitute an essential premise of the willingness of ISG to grant the Restricted Person shares of common stock of ISG (the Equity Awards ), and (ii) it is essential to the success of the Company that the Restricted Person enter into the protections set forth herein and the holders of common stock of ISG and the business of the Company would suffer significant and irreparable harm by the Restricted Person competing with the business of the Company for a period of time after any termination of employment of the Restricted Person; and
WHEREAS, the Restricted Person agrees that the restrictions set forth herein are reasonable and necessary in order to protect the goodwill, confidential information and other legitimate business interests of the Company and its Affiliates.
NOW, THEREFORE, in consideration of all of the foregoing, and the mutual terms, covenants, agreements and conditions hereinafter set forth, the Company and the Restricted Person hereby agree as follows:
Cause shall mean Cause as such term may be defined in any employment agreement or other severance agreement in effect at the time of termination of employment between the Participant and ISG or any of its subsidiaries, or, if there is no such employment or severance agreement, Cause shall mean, with respect to a Participant: (a) willful and continued failure to perform his or her material duties with respect to ISG or its subsidiaries which continues beyond ten business days after a written demand for substantial performance is delivered to the Participant by ISG or any of its subsidiaries; (b) any act involving fraud or material dishonesty in connection with the business of ISG or its subsidiaries; (c) a material violation of the Companys code of conduct or other policy; (d) assault or other unlawful act of violence; or (e) conviction of, or a plea of nolo contendere to, any felony whatsoever or any misdemeanor that would preclude employment under the Companys hiring policy.
Competition shall mean when a Person (including, without limitation, the Restricted Person) engages (alone or in concert with any other Person) in, or provides assistance to any Person or entity that engages in, any of the following activities:
Compete and Competitor shall have correlative meanings.
Confidential Information means any and all information of the Company that is not generally known by others with whom they Compete or do business, or with whom any of them plans to Compete or do business and any and all information, that is not publicly known, which if disclosed, would assist in Competition with ISG or any of its Affiliates. Confidential Information includes without limitation any information relating to (i) the development, research, testing, marketing and financial activities of ISG and each of its Affiliates, (ii) the products and services of ISG and each of its Affiliates, (iii) the costs, sources of supply, financial performance and strategic plans of ISG and each of its Affiliates, (iv) the identity and special needs of the customers and clients of ISG and each of its Affiliates, and (v) the people and organizations with whom ISG and each of its Affiliates have business relationships and any non-public details of those relationships. Confidential Information also includes any information that the Company or any of its Affiliates have received, or may receive hereafter, belonging to customers or clients or others with any understanding, express or implied, that the information would not be disclosed. Notwithstanding the foregoing, Confidential Information does not include any information generally available to, or known by, the public (other than as a result of disclosure in violation of this Agreement or any other non-disclosure obligation).
Contractual Obligation means, with respect to any Person, any contract, deed, mortgage, lease, license, commitment or other agreement or understanding, whether written or oral, or other document or instrument to which or by which such Person is a party or otherwise subject to bound or to which or by which any property or right of such Person is subject or bound.
Equity Interests means (a) any capital stock share partnership or membership interest, unit of participation or other similar interest (however designated) in any Person and (b) any option, warrant, purchase right, conversion right, exchange rights or other Contractual Obligation which would entitle any Person to acquire any such interest in such Person or otherwise entitle any Person to share in the equity, profit, earnings, losses or gains of such Person (including stock appreciation, phantom stock, profit participation or other similar rights.
Governmental Order means any order, writ judgment, injunction, decree, stipulation, ruling, determination or award entered by or with any Governmental Authority.
Governmental Authority means any United States federal, state or local or any foreign government or political subdivision thereof, or any authority, agency or commission entitled to exercise any administrative, executive, judicial, legislative, regulatory or taxing authority or power of any court or tribunal (or any department, bureau or division thereof), or any arbitrator or arbitral body.
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Legal Requirement means any United States federal, state or local or foreign law, statute, standard, ordinance, code, rule, or regulation, or any Governmental Order or any similar provision having the force or effect of law.
Person shall mean any person or group within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended.
Restricted Period shall mean the period beginning on the date hereof and ending on the second anniversary of any termination of employment of the Restricted Person.
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For purposes of this Section 5 , an individual will be considered to be an employee of ISG or any of its Affiliates if he or she is employed by or providing services to (including as a contractor or consultant), or was at any time within six (6) months prior to the conduct that is prohibited by this Section 5 employed by or provided services to, ISG or any of its Affiliates.
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IN WITNESS WHEREOF, the Company and the Restricted Person have duly executed and delivered this Agreement as of the day and year first above written.
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INFORMATION SERVICES GROUP, INC.: |
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Restrictive Covenant Agreement
Signature Page
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IN WITNESS WHEREOF, the Company and the Restricted Person have duly executed and delivered this Agreement as of the day and year first above written.
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RESTRICTED PERSON: |
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By: |
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Restrictive Covenant Agreement
Signature Page
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Exhibit 10.4
Execution Copy
SEVERANCE AGREEMENT
SEVERANCE AGREEMENT (the Agreement) dated October 5, 2009 by and between Information Services Group, Inc. (the Company) and David Berger (the Executive).
The Executive is employed as the Companys Chief Financial Officer.
The Company desires to induce the Executive to remain in its employment by providing the Executive protection in the event of a termination of the Executives employment in certain circumstances, and the Executive desires to continue to be employed by the Company and to accept such protection.
In consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the parties agree as follows:
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c. Pro-Rate Factor shall mean a fraction, (i) the numerator of which is equal to the number of days that the Executive is employed by the Company during the fiscal year in which the Executives employment terminates, and (ii) the denominator of which is the number of days in such fiscal year.
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If to the Company:
Information Services Group Inc.
Two Stamford Plaza
281 Tresser Boulevard, Stamford, CT 06901
Attention: General Counsel
If to Executive:
To the most recent address of Executive set forth in the personnel records of the Company.
[ Signatures on next page .]
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.
INFORMATION SERVICES GROUP |
DAVID BERGER |
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By: |
/s/ Earl H. Doppelt |
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/s/ David Berger |
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Title: Executive Vice President, General Counsel and Corporate Secretary |
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EXHIBIT A
Form of Release
DAVID BERGER (the Executive ) agrees for the Executive, the Executives spouse and child or children (if any), the Executives heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, hereby forever to release, discharge, and covenant not to sue Information Services Group Inc. (the Company ), the Companys past, present, or future parent, affiliated, related, and/or subsidiary entities, and all of their past and present directors, shareholders, officers, general or limited partners, employees, agents, insurers and attorneys, and agents and representatives of such entities, in such capacities, and employee benefit plans in which the Executive is or has been a participant by virtue of his employment with the Company and benefit plan administrators, and the successors of the Company or any of the foregoing entities (collectively, the Releasees ), from any and all claims, debts, demands, accounts, judgments, rights, causes of action, equitable relief, damages, costs, charges, complaints, obligations, promises, agreements, controversies, suits, expenses, compensation, responsibility and liability of every kind and character whatsoever (including attorneys fees and costs), whether in law or equity, known or unknown, asserted or unasserted, suspected or unsuspected, which the Executive has or may have had against the Company or the Releasees based on any events or circumstances arising or occurring on or prior to the date this Release is executed, arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever the Executives employment with the Company or the termination thereof, the Executives status at any time as a holder of any securities of the Company, or otherwise. This includes, but is not limited to, a release of any and all claims arising under the laws of the United States, any other country, or any state, or locality relating to employment, or securities, including, without limitation, claims of wrongful discharge, breach of express or implied contract (whether oral or written), fraud, misrepresentation, defamation, or liability in tort, common law or public policy, claims of any kind that may be brought in any court or administrative agency, any claims arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Fair Labor Standards Act, the Executive Retirement Income Security Act, the Family and Medical Leave Act, the Delaware Discrimination in Employment Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act, and similar statutes, ordinances, and regulations of the United States, any other country, or any state or locality. This release of claims further includes, but is not limited to, Executives waiver of any right or claim to compensation, wages, back pay, reinstatement or re-employment, bonuses, or benefits of any kind or any nature arising or derivative from Executives employment with the Company, the termination thereof, or otherwise; provided , however , notwithstanding anything to the contrary set forth herein, that this general release shall not extend to (x) amounts owed to or rights available for the Executive under that certain Severance Agreement dated October 5, 2009, by and between the Company and the Executive (the Severance Agreement ) and (y) benefit claims under employee pension benefit plans in which the Executive is a participant by virtue of his employment with the Company or benefit claims under employee welfare benefit plans for covered occurrences (e.g., medical care, death, or onset of disability) arising after the execution of this Release by the Executive. This Release does not waive any rights to indemnification the Executive has under any insurance policy, by laws or other documents or agreements to which Executive may be entitled for actions taken in good faith during the term of his employment.
The Executive hereby represents and warrants to the Company and the Releasees that he has not filed any action, complaint, charge, grievance, arbitration or similar proceeding against the Company or the other Releasees.
The Executive understands that this Release includes a release of claims arising under the Age Discrimination in Employment Act (ADEA). The Executive understands and warrants that he has been given a period of 21 days to review and consider this Release. The Executive further acknowledges that the consideration given for this Release is in addition to anything of value to which he is already
entitled. The Executive is hereby advised to consult with an attorney prior to executing the Release. By his signature below, the Executive warrants that he has had the opportunity to do so and to be fully and fairly advised by that legal counsel as to the terms of this Release and that this waiver and release is knowing and voluntary. The Executive further warrants that he understands that he may use as much or all of his 21-day period as he wishes before signing, and warrants that he has done so.
The Executive further warrants that he understands that he has seven days after signing this Release to revoke the Release by notice in writing to the Companys General Counsel delivered by hand, certified mail or courier service. This Release shall be binding, effective, and enforceable upon both parties upon the expiration of this seven-day revocation period without the Companys General Counsel having received such revocation, but if the Executive revokes the Release during such time, the Executive understands that the Executive will forfeit any rights he may have to any severance payments and benefits otherwise due under Section 2(a) of the Severance Agreement.
By signing this Release, the Executive acknowledges that: he has relied entirely upon his own judgment, and that he has had the opportunity to consult with legal, financial and other personal advisors of his own choosing in assessing whether to execute this Release; no representation, statement, promise, inducement, threat or suggestion has been made by the Company or any other Releasee to influence Executive to sign this Release except such statements as are expressly set forth herein; Executive understands that by signing this Agreement he is releasing the Company and the Releasees of all claims against them; Executive has read this Release and understands its terms; Executive has been given a reasonable period of time to consider its terms and effect; and Executive voluntarily agree to the terms of this Release.
Executed this day of , 20
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David Berger
Exhibit 99.1
Press Contact :
Barry Holt
203-517-3110
bholt@informationsg.com
Investor Contact:
Frank Martell
203-517-3104
fmartell@informationsg.com
INFORMATION SERVICES GROUP ELECTS DAVID BERGER
EXECUTIVE VICE PRESIDENT & CHIEF FINANCIAL OFFICER
Seasoned financial executive brings significant major corporate experience in finance, acquisitions and investor relations
STAMFORD, Conn., September 25, 2009 Information Services Group, Inc. (ISG) (NASDAQ: III, IIIIU, IIIIW), an industry-leading, information-based services company, announced today that David E. Berger, with nearly 30 years of financial experience, including the information services industry, has been elected Executive Vice President and Chief Financial Officer of the company effective October 5, 2009.
Mr. Berger was most recently Senior Vice President, Corporate Controller and Investor Relations with The Nielsen Company, a $5 billion global information and media company, where he spent more than eight years. He will succeed Frank Martell who is relocating to California and has accepted a CFO position with a privately held services company.
I am extremely pleased to welcome David to the ISG team, said Michael P. Connors, Chairman and CEO, ISG. David and I worked closely together at Nielsen for a number of years and he brings a wealth of acquisition, cost management and financial expertise as we now prepare to move ISG to the next level of growth. Frank played an important role in the launch of ISG and I want to thank him for his contributions and wish him and his family the best in the future.
Information Services Group, Inc. |
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t: 203 517 3100 |
Two Stamford Plaza |
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f: 203 517 3199 |
281 Tresser Boulevard, Stamford, CT 06901 |
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www.informationsg.com |
Prior to Nielsen, Mr. Berger was with Simon & Schuster (S&S) and Viacom for nine years, where he held a variety of increasingly important financial positions including Senior Vice President of Finance and Controller of S&S. He was the lead on development and strategic initiatives; financial and operational matters; and managed a staff of over 200 financial professionals.
Mr. Berger was previously at American National Can Company as Director and Business Controller of one of its divisions. He began his career in public accounting with Touche Ross & Company (now Deloitte).
Mr. Berger is a graduate of the Wharton School of the University of Pennsylvania and earned his Masters of Business Administration from the University of Chicago.
About Information Services Group, Inc.
Information Services Group, Inc. (ISG) was founded in 2006 to build an industry-leading, high-growth, information-based services company by acquiring and growing businesses in advisory, data, business and media information services. In November 2007, ISG acquired TPI, the largest sourcing data and advisory firm in the world. Based in Stamford, Connecticut, ISG has a proven leadership team with global experience in information-based services and a track record of creating significant value for shareowners, clients and employees. For more, visit www.informationsg.com.