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FORRESTER RESEARCH, INC.

For the period ended May 13, 2025. Filed Apr 1, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 13, 2025 · Filed Apr 1, 2025

FORR$8.83+1.5%Stored close · as of Nov 6, 2026
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Contents

Elements of Compensation

Compensation for our named executive officers consists of the following principal components:

base salary;

short-term cash incentive compensation;

long-term equity incentive compensation, principally in the form of stock options and RSUs;

severance and change-of-control benefits; and

other benefits available generally to all full-time employees.

We do not have an express policy for weighting different elements of compensation or for allocating between long-term and short-term compensation, but we do attempt to maintain compensation packages that will advance our overall compensation objectives. In reviewing and setting the compensation of each executive officer, we consider the individual’s position with the Company and his or her ability to contribute to achievement of strategic and financial objectives. In 2024, as discussed below, along with various cost-saving measures undertaken by the Company, we suspended the short-term cash incentive compensation plan for our executive officers.

Base Salary. The Committee approves the base salaries of our named executive officers annually by evaluating the responsibilities of their position, the experience and performance of the individual, and as necessary or appropriate, survey and market data. The base salary of a named executive officer is also considered together with the other components of his or her compensation to ensure that both the executive’s total cash compensation opportunity (or “on-target earnings”) and the allocation between base salary and variable compensation for the executive are in line with our overall compensation philosophy and business strategy. Additionally, the Committee may adjust base salary more frequently than annually to address retention issues or to reflect promotions or other changes in the scope or breadth of an executive’s role or responsibilities.

Our goal is to pay base salaries to our named executive officers that are competitive with the base salaries of companies that are similarly situated or with which we compete to attract and retain executives, while taking into account total on-target earnings, and remaining consistent with our overall compensation objectives with respect to variable compensation. In February 2024, taking into account our financial performance in 2023, the Committee decided to leave the base salaries of the named executive officers unchanged from 2023. In addition, as part of various cost reduction activities undertaken by the Company, the Committee approved, and Mr. Colony agreed to, the continued reduction in Mr. Colony’s base salary to $1.00 on an annualized basis for 2024.

Short-Term Cash Incentive Compensation. A significant portion of each of our named executive officers’ total annual cash compensation is typically dependent on our achievement of annual financial objectives set forth under our Executive Cash Incentive Plan. Payouts under the plan are made annually in arrears.

An individual named executive officer’s annual bonus payout under the Executive Cash Incentive Plan is based on the following factors, which are discussed in more detail below:

the named executive officer’s target award;

the Company’s financial performance; and

if applicable, the named executive officer’s individual and/or team performance.

In February 2024, taking into account our financial performance in 2023 and projected financial results for 2024, and as part of various cost reduction activities undertaken by the Company, the Committee elected to suspend the bonus program under the Executive Cash Incentive Plan for 2024 and did not set Company performance metrics under the Plan for the year. At the same time, the Committee decided to leave the target cash incentive bonus amounts of the named executive officers unchanged from the previous year for other purposes such as calculation of stock ownership guidelines, described in more detail below in "Stock Retention Guidelines". As was the case in 2023, the average annual target cash incentive bonus amount for our named executive officers, other than Mr. Colony, was approximately 72.5% of that person’s base salary.

In February 2025, the Committee considered the contributions of our named executive officers to expense management and evaluated the Company’s performance during a difficult 2024, driven by the continuing product transition to our Forrester Decisions platform amid challenging macroeconomic conditions. Based on that evaluation, the Committee determined to award each of the named executive officers a discretionary cash bonus equal to 27% of such officer’s target award under the Executive Cash Incentive Plan as of December 31, 2024, as is set forth in the Summary Compensation Table under the heading “Bonus.” The Committee similarly approved discretionary 27% cash bonuses for all other employees of the Company whose bonuses were suspended in 2024 under applicable cash incentive plans.

Long-term Equity Incentive Compensation. Our annual equity awards to executive officers historically have consisted of time-based RSUs and, in some years like 2023, performance-based RSUs and time-based stock options granted under our equity incentive plan. The number of RSUs and stock options awarded are calculated with reference to a specific compensation value divided by the share price of our common stock on the award date.

All stock-based compensation awards granted to our executive officers are granted by the Committee. We believe that stock-based awards help to motivate and retain executives and also align management’s incentives with long-term stock price appreciation. In general, we believe that time-based equity-based awards serve to encourage retention while further aligning the interests of executives and stockholders, as the awards have value only if the recipient continues to provide service to the Company through the vesting date, and, while the RSUs have immediate compensatory value to the recipient upon vesting, increases in our share price provide significant additional compensatory value to the recipient, and decreases in the share price reduce the original compensation value of the award. Neither the Company nor our board of directors, including the Committee, has any plan, program or practice of timing equity incentive awards in coordination with the release or withholding of material non-public information.

In determining the size and nature of stock-based awards for 2024, the Committee considered the aggregate number of stock-based awards outstanding relative to the Company’s total shares outstanding, the retentive value of outstanding stock-based awards (including the performance-based RSUs and stock options awarded in 2023), the average aggregate size of stock-based awards made to executive officers of companies that are similarly situated or with which we compete to attract and retain executives, and the individuals that they believed were most likely to contribute to or influence a return to the Company’s historical growth levels and improvement in the Company’s operating margin. On March 27, 2024, the Committee reviewed and approved the grant of time-based RSUs to each of L. Christian Finn, our Chief Financial Officer, Carrie Johnson, our Chief Product Officer, Sharyn Leaver, our Chief Research Officer, and Nate Swan, our Chief Sales Officer, effective April 1, 2024. Mr. Finn was granted 24,003 RSUs; Ms. Johnson was granted 24,003 RSUs; Ms. Leaver was granted 16,802 RSUs; and Mr. Swan was granted 24,003 RSUs. The Committee determined that the RSUs would vest 25% annually over four years.

Beginning in 2023, the Committee revised our equity program for executive officers to include awards of performance-based RSUs (or "PSUs"), which would vest only upon the satisfaction of predetermined performance targets. While it was intended that PSUs with updated three-year performance periods would be issued annually thereafter, the Committee elected not to issue PSUs in 2024 in light of the Company's financial performance in 2023 and projected financial results for 2024.

Each PSU granted to the named executive officers in 2023 entitles the applicable officer to receive on or after March 1, 2026, prior to deducting the applicable number of shares necessary to satisfy withholding tax obligations, one share of the Company's common stock, if each of the two performance levels described below are met and the officer remains employed by the Company. The first performance metric is the Company's CV as of December 31, 2025 (referred to as Measurement Year CV), as reported along with the release of our consolidated financial results for the fiscal year ending December 31, 2025, and as adjusted to reflect the foreign currency rates used to calculate the Company's CV reported for the year ended December 31, 2022. The second performance metric is the Company's Adjusted EBITDA margin for the year ending December 31, 2025 (referred to as Measurement Year Adjusted EBITDA Margin), defined as our consolidated adjusted income from operations plus depreciation, divided by total revenues, as reported along with the release of our consolidated financial results for the year ending December 31, 2025. If both target performance levels are exactly met, the PSUs will vest at 100%. Failure to achieve the minimum performance threshold for CV will result in forfeiture of all of the PSUs. If the Company achieves the minimum performance level for CV, a number of PSUs equal to 75% of the total PSUs (referred to as the "CV Growth PSUs") will vest as follows. The aggregate number of CV Growth PSUs that will vest will be equal to the CV Growth PSUs multiplied by the applicable percentage set forth in the table below. If Measurement Year CV falls between two of the percentiles below, the applicable percentage will be interpolated on a straight-line basis.

Applicable Percentage
Measurement Year CVof CV Growth PSUs
90% of CV Growth Target (Minimum CV Growth Threshold)30%
95% of CV Growth Target50%
CV Growth Target100%
105% of CV Growth Target150%

If the Company achieves the minimum performance levels for both CV and Adjusted EBITDA Margin, a number of PSUs equal to 25% of the total PSUs (referred to as the "Adjusted EBITDA Margin PSUs") will vest as follows. The aggregate number of Adjusted EBITDA Margin PSUs that will vest will be equal to the Adjusted EBITDA Margin PSUs multiplied by the applicable percentage set forth in the table below. If Measurement Year Adjusted EBITDA Margin falls between two of the percentiles below, the applicable percentage will be interpolated on a straight-line basis.

Measurement YearApplicable Percentage of
Adjusted EBITDA MarginAdjusted EBITDA Margin PSUs
One % point below Adjusted EBITDA Margin Target (Minimum Adjusted EBITDA Margin Threshold)30%
Adjusted EBITDA Margin Target100%
One % point above Adjusted EBITDA Margin Target150%

The maximum number of shares that can vest under each PSU award is 150% of the original grant amount. The Committee decided that using scaled metrics was appropriate to achieve the objectives of longer-term strategic thinking and retention of key talent, taking into account planned investments to support growth in the business and the overall business environment. The Committee may appropriately adjust any evaluation of performance to the extent deemed necessary to take into account non-recurring items including, but not limited to, acquisitions, divestitures or significant restructuring charges.

Given Mr. Colony’s significant ownership of our common stock, the Committee did not grant stock options or RSUs to Mr. Colony in 2023.

Severance and Change in Control Agreements. Effective May 15, 2014, we adopted the Forrester Research, Inc. Executive Severance Plan (the “Severance Plan”), applicable to all of our executive officers, including the named executive officers. Similar to plans maintained by many other companies, our Severance Plan provides for payments and benefits to our executive officers upon a qualifying termination of employment, including in connection with a change in control. Further detail on the Severance Plan is contained below under the heading “Severance and Change-of-Control Benefits.” We believe that the Severance Plan functions as a retention tool for our executive officers to remain with the Company and enable the executive officers to focus on the continuing business operations and, as applicable, the success of a potential business combination that the Board of Directors has determined to be in the best interests of the stockholders. We believe this results in stability and continuity of operations.

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