Stockholders' Equity

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Stockholders' Equity

Note 9 – Stockholders’ Equity

Preferred Stock

Forrester has authorized 500,000 shares of $0.01 par value preferred stock. The Board of Directors has full authority to issue this stock and to fix the voting powers, preferences, rights, qualifications, limitations, or restrictions thereof, including dividend rights, conversion rights, redemption privileges, liquidation preferences, and the number of shares constituting any series or designation of such series.

Treasury Stock

As of December 31, 2023, Forrester’s Board of Directors has authorized an aggregate $585.0 million to purchase common stock under the Company’s stock repurchase program. The shares repurchased may be used, among other things, in connection with Forrester’s equity incentive and purchase plans. As of December 31, 2023, the Company had repurchased approximately 17.1 million shares of common stock at an aggregate cost of $514.1 million.

Dividends

The Company does not currently pay cash dividends on its common stock.

Equity Plans

The Company maintains the Forrester Research, Inc. Amended and Restated Equity Incentive Plan (the “Equity Incentive Plan”), as most recently amended and restated by our stockholders in May 2023. The amendment and restatement resulted in (1) extending the term of the plan for an additional 10 years until May 2033, (2) increasing the number of shares issuable under the plan by 3,500,000 shares, and (3) establishing a maximum amount of awards issuable under the plan to the Company’s non-employee directors.

The Equity Incentive Plan provides for the issuance of stock-based awards, including incentive stock options (“ISOs”), non-qualified stock options (“NSOs”), and restricted stock units (“RSUs”) to purchase up to 9,930,000 shares authorized in the plan plus the number of unused shares from prior plan (not to exceed 2,500,000 shares). Under the terms of the Equity Incentive Plan, ISOs may not be granted at less than fair market value on the date of grant (and in no event less than par value). Options and RSUs generally vest annually over four years and options expire after 10 years. No future awards can be granted or issued under prior plans and there is a maximum amount of awards issuable under the plan to the Company’s non-employee Directors. RSUs granted to non-employee directors vest quarterly over one year. Options and RSUs granted under the Equity Incentive Plan immediately vest upon certain events, as described in the plan. As of December 31, 2023, approximately 4.2 million shares were available for future grant of awards under the Equity Incentive Plan.

As of December 31, 2023, no options remain outstanding under prior plans.

Restricted Stock Units

Restricted stock units represent the right to receive one share of Forrester common stock when the restrictions lapse and the vesting conditions are met. RSUs are valued on the date of grant based upon the value of the Company’s stock on the date of grant less the present value of dividends expected to be paid during the requisite service period, if any. Shares of Forrester’s common stock are delivered to the grantee upon vesting, subject to a reduction of shares for payment of withholding taxes. The weighted average grant date fair value for RSUs granted in 2023, 2022, and 2021 was $32.82, $50.37, and $46.64, respectively. The value of RSUs vested and converted to common stock, based on the value of Forrester’s common stock on the date of vesting, was $8.8 million, $10.8 million, and $11.5 million during 2023, 2022, and 2021, respectively.

RSU activity for the year ended December 31, 2023 is presented below (in thousands, except per share data):

				Weighted-
				Average
	Number of			Grant Date
	Shares			Fair Value
Unvested at December 31, 2022		682		$	46.28
Granted		695			32.82
Vested		(271	)		44.95
Forfeited		(107	)		42.72
Unvested at December 31, 2023		999		$	37.66

Stock Options

Stock option activity for the year ended December 31, 2023 is presented below (in thousands, except per share data and contractual term):

				Weighted -		Weighted -
				Average		Average
				Exercise		Remaining		Aggregate
	Number			Price Per		Contractual		Intrinsic
	of Shares			Share		Term (in years)		Value
Outstanding at December 31, 2022		89		$	35.58
Granted		144		$	33.04
Exercised		(3	)		34.37
Forfeited		(29	)		34.54
Outstanding at December 31, 2023		201		$	33.93		6.35	$	—
Exercisable at December 31, 2023		73		$	35.51		1.37	$	—
Vested and expected to vest at December 31, 2023		201		$	33.93		6.35	$	—

The total intrinsic value of options exercised during 2023, 2022, and 2021 was $6 thousand, $0.3 million, and $2.2 million, respectively.

Employee Stock Purchase Plan

In May 2022, stockholders of the Company approved an amendment to the Company’s Second Amended and Restated Employee Stock Purchase Plan, which provided for an additional 600,000 shares of common stock, par value $0.01 per share, to be granted under the plan. The Company's Third Amended and Restated Employee Stock Purchase Plan (the "Stock Purchase Plan"), provides for the issuance of up to 0.8 million shares of common stock and as of December 31, 2023, approximately 0.6 million shares remain available for issuance. With certain limited exceptions, all employees of Forrester whose customary employment is more than 20 hours per week, including officers and directors who are employees, are eligible to participate in the Stock Purchase Plan. Purchase periods under the Stock Purchase Plan are six months in length and commence on each successive March 1 and September 1. Stock purchased under the Stock Purchase Plan is required to be held for one year before it is able to be sold. During each purchase period the maximum number of shares of common stock that may be purchased by an employee is limited to the number of shares equal to $12,500 divided by the fair market value of a share of common stock on the first day of the purchase period. An employee may elect to have up to 10% deducted from his or her compensation for the purpose of purchasing shares under the Stock Purchase Plan. The price at which the employee’s shares are purchased is the lower of: (1) 85% of the closing price of the common stock on the day that the purchase period commences, or (2) 85% of the closing price of the common stock on the day that the purchase period terminates.

Shares purchased by employees under the Stock Purchase Plan are as follows (in thousands, except per share data):

	Shares		Purchase
Purchase Period Ended	Purchased		Price
February 28, 2023		63	$	27.96
August 31, 2023		63	$	26.04
February 28, 2022		41	$	40.50
August 31, 2022		54	$	35.35

Accumulated Other Comprehensive Loss (“AOCL”)

The components of accumulated other comprehensive loss are as follows (in thousands):

	Marketable Investments			Interest Rate Swap			Translation Adjustment			Total AOCL
Balance at December 31, 2020	$	—		$	(821	)	$	131		$	(690	)
Foreign currency translation (1)		—			—			(3,083	)		(3,083	)
Unrealized gain (loss) before reclassification, net     of tax of $(6)		(25	)		29			—			4
Reclassification to income, net     of tax of $(227) (2)		—			580			—			580
Balance at December 31, 2021		(25	)		(212	)		(2,952	)		(3,189	)
Foreign currency translation (1)		—			—			(4,807	)		(4,807	)
Unrealized gain (loss) before reclassification, net     of tax of $(10)		(134	)		137			—			3
Reclassification to income, net     of tax of $(28) (2)		—			75			—			75
Balance at December 31, 2022		(159	)		—			(7,759	)		(7,918	)
Foreign currency translation (1)		—			—			3,248			3,248
Unrealized gain, net of tax of $(33)		99			—			—			99
Balance at December 31, 2023	$	(60	)	$	—		$	(4,511	)	$	(4,571	)

(1)The Company does not record tax provisions or benefits for the net changes in foreign currency translation adjustments as it intends to permanently reinvest undistributed earnings of its foreign subsidiaries.

(2)Reclassification is related to the Company’s interest rate swap (cash flow hedge) and was recorded in interest expense in the Consolidated Statements of Operations. Refer to Note 6 – Derivatives and Hedging.