UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

COMPUTER TASK GROUP, INCORPORATED

(Name of Registrant as Specified in its Charter)

Payment of Filing Fee (Check the appropriate box):

COMPUTER TASK GROUP, INCORPORATED

June 18, 2018300 Corporate Parkway, Suite 214N

Amherst, New York 14226

August 19, 2021

Dear Fellow Shareholder:Shareholders:

You are cordially invitedIt is often said that people and companies use only a fraction of the capabilities that technology makes possible. We at CTG help close that gap. We do so by developing and providing digital IT solutions and managed services to attendcompanies around the 2018world. We expect the need for our services to continue to increase as technology becomes more complex and its potential becomes more differentiating for companies. In addition, the COVID-19 pandemic heightened demand for our digital solutions services as work needs and patterns shifted rapidly in 2020 and beyond. As our results for 2020 demonstrate, we rose to the occasion.

We believe the demand for digital transformation services is intensifying; our European results, which recently comprise 49% of our revenues, significantly improved despite continuing lockdowns, while at the same time we made good progress growing our Solutions offerings in North America, which leads us to expect our Solutions revenue will be 50% of our revenue by 2023. These outcomes, built on a foundation of no debt, free cash flow generation and increased profitability, encourage me to ask that you vote “for” the proposals described in the pages that follow.

In addition to asking for your voting support, I invite you to participate in our virtual-only 2021 Annual Meeting of Shareholders of Computer Task Group, Incorporated whichthat will be heldtake place September 16, 2021 at our corporate headquarters located at 800 Delaware Avenue, Buffalo, New York on Thursday, July 26, 2018 at 10:1:00 a.m.p.m. Eastern time.

Your proxy card is enclosed.Time. You can vote and ask questions during the meeting. Instructions for doing both are contained in the accompanying Proxy Statement. Your vote is important.important; I urge you to submitcast your voteballot either electronically or by mail as soon as possible, whether or notpossible.

On behalf of the Board of Directors, I would like to thank all of you, planand especially those long-term shareholders for your investment in CTG and your continued support for our company, as we work diligently to attend the meeting. Please indicateimprove revenue and profitability, creating greater value for you while earning your voting instructions and sign, date and mail the proxy promptly in the return envelope.

Sincerely,trust each day.

Daniel J. Sullivan

ChairmanChair of the Board

COMPUTER TASK GROUP, INCORPORATED

300 Corporate Parkway, Suite 214N

Amherst, New York 14226

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

JULY 26, 2018SEPTEMBER 16, 2021

Computer Task Group, Incorporated (the “Company” or “CTG”) will hold its Annual Meeting of Shareholders on Thursday, September 16, 2021, at its corporate headquarters located1:00 p.m. Eastern Time. This year’s Annual Meeting will be exclusively virtual and will be conducted via live webcast. You will be able to participate in the Annual Meeting, vote your shares, and submit your questions electronically during the meeting by visiting meetings.computershare.com/MTDVHS2 at 800 Delaware Avenue, Buffalo,the meeting date and time.

The requirement under New York 14209corporate law to hold an in-person meeting of shareholders has been suspended by an act of the New York State Legislature and an executive order by the Governor of the State of New York. In the unlikely event such suspension is not continued through the date of the Annual Meeting of Shareholders, we may provide a venue for an in-person annual meeting, in addition to virtual participation. In that case, we would notify our shareholders in advance on Thursday, July 26, 2018, at 10:00 a.m. Eastern timeour website and by issuing a press release and filing it as additional proxy materials with the Securities and Exchange Commission.

The Annual Meeting of Shareholders is being held for the following purposes:

1. To elect twothree members ofto the Board of Directors, whose terms are described in the proxy statement.

2. To approve, in an advisory andnon-binding vote, the compensation of the Company’s named executive officers.

3. To ratify the appointment of KPMGGrant Thornton LLP as the Company’s independent registered public accounting firm for the 20182021 fiscal year.

4. To approve amendments toand ratify an Amendment and Restatement of the Company’s Restated Certificate of Incorporation and RestatedBy-Laws to declassify the Board for the annual election of directors.First Employee Stock Purchase Plan.

5. To consider and act upon any other matters that may be properly brought before the meeting or any adjournment thereof.

We have selected the close of business5:30 pm, Eastern Time, on Tuesday, June 12, 2018August 6, 2021, as the record date for determination of shareholders entitled to notice of and vote at the meeting or any adjournment.adjournment thereof.

To participate in the Annual Meeting of Shareholders, you will need to visit the virtual meeting website at meetings.computershare.com/MTDVHS2. Participants may choose to join the virtual meeting as a “shareholder” or as a “guest.” To enter the virtual meeting as a shareholder, participants will be required to enter a valid control number which is set forth in the proxy materials you received. A control number will not be required to join the virtual meeting as a guest; please note, however, that guests will not have the option to vote or submit questions during the meeting.

We encourage you to log in at least in 15 minutes prior to the start time of the Annual Meeting of Shareholders to complete the log in process and familiarize yourself with the meeting site. If you experience technical difficulties during the check-in process or during the Annual Meeting, please call 1-888-724-2416 in the U.S. or 1-781-575-2748 if calling internationally.

If your shares are registered directly in your name with our transfer agent, Computershare, you are considered the “shareholder of record” of those shares, and you may use the 15-digit control number found on the proxy card that was mailed to you to enter the virtual meeting. Authenticated shareholders of record with a 15-digit control number may ask questions by clicking on the Q&A icon at the top right of the screen and following the instructions provided. To vote during the meeting, shareholders should click on the “Vote” icon at the top right of the screen.

If you are a Beneficial Holder and want to attend the Annual Meeting online by webcast (with the ability to ask a question and/or vote, if you choose to do so) you have two options:

Submit proof of your proxy power from your broker or bank reflecting your holdings along with your name and email address to Computershare.

Requests for registration as set forth above must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on September 14, 2021. You will receive a confirmation of your registration by email after we receive your registration materials.

Requests for registration should be directed to us at the following:

For the 2021 proxy season, a Beneficial Holder is able to register online at the Annual Meeting to attend, ask questions and vote using the control number received with the proxy materials. The vast majority of Beneficial Holders are able to fully participate using the control number received with their voting instruction form. Please note, however, that this option is intended to be provided as a convenience to Beneficial Holders only, and there is no guarantee this option will be available for every type of Beneficial Holder voting control number. The inability to provide this option to any or all Beneficial Holders shall in no way impact the validity of the Annual Meeting. Beneficial Holders may choose the “Register in Advance of the Annual Meeting” option above, if they prefer to use this traditional, paper-based option.

In any event, please go to meetings.computershare.com/MTDVHS2 for more information on the available options and registration instructions. The online meeting will begin promptly at 1:00 p.m., Eastern Time. We encourage you to access the meeting prior to the start time leaving ample time for check in. Please follow the registration instructions as outlined in this proxy statement.

Buffalo, New York

June 18, 2018August 19, 2021

By Order of the Board of Directors,

Peter P. Radetich

Senior Vice President, Secretary

           and General Counsel

IMPORTANT NOTICE REGARDING

INTERNET AVAILABILITY OF PROXY MATERIALS

FOR THE SHAREHOLDER MEETING TO BE HELD ON

THURSDAY, JULY 26, 2018SEPTEMBER 16, 2021

THE PROXY STATEMENT, FORM OF PROXY,

NOTICE OF MEETING AND ANNUAL REPORT

TO THE SHAREHOLDERS ARE AVAILABLE FREE

OF CHARGE AT WWW.CTG.COM

COMPUTER TASK GROUP, INCORPORATED

PROXY STATEMENT

ThisThe accompanying proxy is solicited by the Board of Directors (the “Board”) of Computer Task Group, Incorporated (the “Company” or “CTG”) for use at its Annual Meeting of Shareholders to be held virtually on Thursday, September 16, 2021, 1:00 p.m., Eastern Time, and at any adjournment or postponement thereof (the “Annual Meeting”) and this proxy statement and the accompanying form of proxy are being mailedfirst made available on or about June 18, 2018, in connection with the solicitation by the Board of Directors of Computer Task Group, Incorporated (the “Company”) of proxies to be voted at the annual meeting of shareholders on Thursday, July 26, 2018, and any adjournment or postponement of the meeting.August 19, 2021. The mailing address of the Company’s executive office is 800 Delaware Avenue, Buffalo,300 Corporate Parkway, Suite 214N, Amherst, New York 14209.14226.

PROPOSAL 1—ELECTION OF DIRECTORS

WHO WE ARE

The Company has a small, nimble, steadily refreshed, and accomplished Board that is diverse by age, race/ethnicity, gender, skills, and experience. Since the last Annual Meeting, our Board has selectedbeen actively overseeing changes in board composition, which has increased the closediversity of business on Tuesday, June 12, 2018gender, skills and experience, and changed board compensation as a reflection of feedback from shareholders and the record dateCompany’s current digital IT Solutions strategy, all of which have led to improved financial results despite the decrease in demand the global COVID-19 pandemic created for the determination of shareholders entitled to voteour IT staffing business.

Our Current Director Nominees:

Class II Director Whose Term Expires at the annual meeting. On that date, the Company had outstanding and entitled to vote 14,372,008 shares of common stock, par value $.01 per share. A list of shareholders entitled to vote2021 Annual Meeting

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Class III Directors Whose Terms Expire at the 2018 annual meeting2021 Annual Meeting

Daniel J. Sullivan

Mr. Daniel J. Sullivan currently serves as Chair of the Board and as a Class III Director whose term expires at the 2021 Annual Meeting; however, Mr. Sullivan will be available for examination duringretiring from the annual meeting by any shareholder who is present atBoard as of the meeting.

Each outstanding share of common stock is entitled to one vote. Shares cannot be voted at the meeting unless the shareholder is present or represented by proxy. If a properly executed proxy in the accompanying form is timely returned, the shares represented thereby will be voted at the meetingAnnual Meeting in accordance with the instructions containedCompany’s Board retirement age guidelines and will not stand for re-election. At the time of Mr. Sullivan’s retirement, the number of directors shall be fixed at six members and the number of Class III Directors shall be fixed to two.

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Class I Directors Whose Terms Expire at the 2022 Annual Meeting

3

Class II Director Whose Term Expires at the 2023 Annual Meeting

4

Board Skills Summary

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR

THE NOMINEE FOR CLASS II and THE TWO NOMINEES FOR CLASS III

DIRECTORS

HOW WE ARE SELECTED

Board Composition and Diversity. Our Board’s Nominating and Corporate Governance (“NCG”) Committee periodically evaluates the size and composition of our Board relative to our current and future needs, ongoing strategy and our values. The NCG Committee seeks to balance the values of continuity with regular refreshment, industry and external perspectives, as well as diversity in attributes and experiences.

The Directors’ diversity of attributes, backgrounds and skills is essential to the NCG’s assessment of the complementary aspects of the Board’s composition. The Board does not have and has not had to rely on a formal diversity policy to attract a board that is diverse by race/ethnicity, gender, age, and other attributes and skills. However, as previously noted, the Board, through its NCG Committee, strives to seek candidates for Board membership who will represent a diversity of attributes and experiences. If the current nominees to the Board are elected, as of our 2021 Annual Meeting, 50%, or three of our then six current directors will be people who are diverse by race, ethnicity, or gender. See the “Board Skills Summary” above for further information.

Sources of Recommendation for Current Nominees. All of the current nominees for director included in this proxy statement have been formally recommended to the Board for nomination by the incumbent independent directors who serve on the NCG Committee. Ms. Stein was initially recommended to the NCG Committee in July 2021 for consideration for election to the Board through an extensive search process by an independent third-party consulting firm.

Director Nominations Made by Shareholders. The NCG Committee will consider director nominations timely made by shareholders pursuant to the requirements of the Company’s Restated By-laws, which are discussed under “Procedure for Shareholders to Nominate Directors” and “Shareholder Proposals” herein. The NCG Committee has not formally adopted any minimum specific qualifications or specific qualities or skills that must be possessed by qualified nominees, beyond the NCG Committee’s willingness to consider candidates proposed by shareholders. The Company did not yet receive any shareholder-nominated director candidates for consideration this year.

Procedure for Shareholders to Nominate Directors. Any shareholder who intends to present a director nomination proposal for consideration at an annual meeting of shareholders shall use the procedures set forth in the proxy, unless the proxy is revoked priorCompany’s Restated By-laws. For shareholder nominations of directors to its exercise. Anybe properly brought before an annual meeting by a shareholder may revoke a proxy either by executing a subsequently dated proxy or notice of revocation, provided that the subsequent proxy or notice is deliveredpursuant to the Company prior to the taking of a vote, or by voting in person at the meeting.

Under the New York Business Corporation Law (“BCL”) and the Company’sRestated By-laws, the presence,shareholder must have given timely notice thereof in person or by proxy, ofone-thirdwriting to the Secretary of the outstanding common stock is necessaryCompany. Subject to constitute a quorum of the shareholders to take action at the annual meeting. Once a quorum is established, under the BCL and the Company’sBy-laws, the directors standing for election may be elected by a plurality of the votes cast. In plurality voting, the nominee who receives the most votes for his or her election is elected. Proposals 2 and 3 require the approval of a majority of the votes cast on each proposal. Proposal 4 requires the affirmative voterights of the holders of 66 2/3%any class or series of stock having a preference over the Company’s common stock as to dividends or upon liquidation, nominations for the election of directors may be made by or at the direction of the combined voting powerBoard of Directors or by any shareholder

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entitled to vote for the election of directors who complies with the following procedures. Any shareholder entitled to vote for the election of directors at a meeting of shareholders may nominate persons for election as directors only if written notice of such shareholder’s intent to make such nomination is given, either by personal delivery or by United States mail, postage prepaid, to and received by the Secretary of the then outstanding sharesCorporation at the principal executive offices of all classesthe Company (i) with respect to an election to be held at a special meeting of shareholders for the election of directors, by 5:30 pm, Eastern Time, on the 10th day following the date public announcement of the date of such meeting is first made and series(ii) with respect to an election to be held at an annual meeting of shareholders, by 5:30 pm, Eastern Time, on a date not less than 90 and not earlier than 120 days prior to the one-year anniversary of the date of the preceding year’s annual meeting of shareholders; provided, however, that if the meeting is convened more than 30 days prior to or delayed by more than 60 days after the one-year anniversary of the date of the preceding year’s annual meeting, or if no annual meeting was held in the preceding year, notice by the shareholder of record to be timely must be so received no earlier than by 5:30 pm, Eastern Time, on the 120th day prior to the date of the annual meeting and no later than 5:30 pm, Eastern Time, on the later of (1) the 90th day before the date of such annual meeting or (2) if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made. In no event shall an adjournment or postponement of an annual meeting of shareholders for which notice has been given commence a new time period (or extend any time period) for the giving of a notice by a shareholder.

Each such notice shall set forth as to the shareholder giving the notice and the beneficial owner or owners, if any, or other persons on whose behalf the nomination is made or acting in concert therewith (each, a “party”): (1) the name and address of such party; (2) a representation that the shareholder giving the notice is, as of the date of such notice, a holder of record of stock of the Company entitled to vote generallyat such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (3) the class, series, and number of shares of the Company that are owned, directly or indirectly, beneficially and of record by each such party as of the date of such notice; (4) a description of, as of the date of such notice, any option, warrant, convertible security, stock appreciation right or similar right with an exercise or conversion privilege or providing for a settlement payment or mechanism based on the price of any class or series of shares of the Company or with a value derived in whole or in part from the value of any class or series of shares of the Company, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Company or otherwise (a “Derivative Instrument”), including the class, series and number of shares of the Company subject to such Derivative Instrument, directly or indirectly owned beneficially by each such party, and a description of, as of the date of such notice, any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Company, including the class, series and number of shares of the Company subject to such opportunity; (5) a description of, as of the date of such notice, any proxy, contract, arrangement, understanding or relationship pursuant to which any party, either directly or acting in concert with another person or persons, has a right to vote, directly or indirectly, any shares of any security of the Company; (6) any short interest or other borrowing arrangement in any security of the Company held by each such party (for purposes of this provision, a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security); (7) a description of, as of the date of such notice, any rights to dividends on the shares of the Company owned beneficially directly or indirectly by each such party that are separated or separable from the underlying shares of the Company; (8) any proportionate interest in shares of the Company or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which any party is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, including the number thereof; (9) a description of, as of the date of such notice, any performance-related fees (other than an asset-based fee) that each such party is directly or indirectly entitled to, based on any increase or decrease in the value of shares of the Company or Derivative Instruments, if any, as of the date of such notice, including without limitation any such interests held by members of each such party’s immediate family sharing the same household; (10) any other information relating to each such party that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable,

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the proposal and/or for the election of directors.

Ifdirectors in a broker holds your shares, thiscontested election pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (whether or not such party intends to deliver a proxy statement or conduct its own proxy solicitation); and (11) a statement as to whether or not each such party will deliver a proxy statement and aform of proxy card have been sent to holders of at least the broker. You may have received this proxy statement directly from your broker, together with instructions as to how to directpercentage of voting power of all of the broker to vote your shares.If you desire to have your vote counted, it is important that you return your voting instructions to your broker. A brokernon-vote occurs when a broker submits a proxy card with respect to shares of common stock heldreasonably believed by such party to be sufficient to elect the persons proposed to be nominated by the shareholder.

Each such notice shall also set forth as to each person whom the shareholder proposes to nominate for election or reelection as a director: (1) a description of all arrangements or understandings between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder; (2) the name and address of each such nominee; (3) such other information regarding each nominee proposed by such shareholder as would have been required to be included in a fiduciary capacity (typically referredproxy statement filed pursuant to as being held in “street name”), but declines to vote on a particular matter because the broker has not received voting instructions from the beneficial owner. Under the rules that govern brokers who are voting with respect to shares held in street name, brokers have no discretion to vote such shares onnon-routine matters if the broker has not been furnished with voting instructions by the beneficial owners of such shares. The matters being submitted to shareholders in Proposals 1, 2 and 4 arenon-routine matters on which brokers have no authority to vote without instructions from beneficial owners.

Abstentions and brokernon-votes have no effect on the determination of whether a plurality exists with respect to a given director nominee. With respect to other proposals, abstentions will count as votes cast on the proposal, but will not count as votes cast in favor of the proposal and, therefore, will have the same effect as votes against the proposal. With respect to Proposals 2 and 3, brokernon-votes will not be considered to have voted on the proposal and therefore will have no effect. As to Proposal 4, brokernon-votes will have the same effect as votes against the proposal. The proxies will be voted for or against the proposals or as an abstention in accordance with the instructions specified on the proxy form. If proxies are signed and returned, but no instructions are given, proxies will be voted for each of the proposals.

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In accordance with the rules of the Securities and Exchange Commission (“SEC”), we havehad each nominee been nominated, or intended to be nominated, by the Board of Directors; (4) a written representation and agreement of each nominee (in the form provided by the Secretary of the Company upon written request) that such nominee, if elected as a director of the Company, would be in compliance and will comply with all corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Company; (5) the consent of each nominee to deliverserve as a full setdirector of the Company if so elected and (if applicable) to being named in the Company’s proxy statement and form of proxy materialsas a nominee; and (6) the written representation and agreement of each nominee that such nominee currently intends to youserve as a director of the Company for the full term for which such person would be standing for election, if elected.

A shareholder providing notice of a nomination for the election of a director shall further update and makesupplement such notice, if necessary, so that the proxy materials available on our website atwww.ctg.com. You may voteinformation provided or required to be provided in such notice shall be true and correct as of the record date for the meeting and as of the date that is ten business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, completing, signing, dating and returning your proxy card in the envelope provided as soon as possible before the meeting. Any shareholder attending the annual meeting may vote in person. If you have returned a proxy card, you may revoke your prior instructions and cast your voteSecretary at the annualprincipal executive offices of the Company not later than 5:30 pm, Eastern Time, on the date five business days after the record date for the meeting (in the case of the update and supplement required to be made as of the record date), and not later than 5:30 pm, Eastern Time, on the date five business days prior to the date for the meeting, if practicable (or, if not practicable, on the first practicable date prior to such meeting) any adjournment or postponement thereof (in the case of the update and supplement required to be made as of ten business days prior to the meeting or any adjournment or postponement thereof). A shareholder providing notice of a nomination for the election of a director shall also, no later than 5:30 pm, Eastern Time, on the date five business days after a request by followingor on behalf of the proceduresBoard of Directors, provide to the Secretary by United States mail, postage prepaid, or personal delivery at the principal executive offices of the Company, such additional information requested by or on behalf of the Board of Directors to assess the qualifications of any person whom the shareholder proposes to nominate for election or reelection as a director.

In addition, a shareholder must also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to matters described in this proxy statement.above.

PROPOSAL 1—ELECTION OF DIRECTORSHOW WE ARE ELECTED

The Company’s Board of Directors is divided into three classes serving staggered three-year terms. Directors for each class are elected at the annual meetingAnnual Meeting of shareholdersShareholders held in the year in which the term for their class expires. The term for Class III Directors will expire at the 2018 annual meeting.2021 Annual Meeting. Directors elected to Class III at the 2018 annual meeting2021 Annual Meeting will hold office for a three-year term expiring at the annual meetingAnnual Meeting of shareholdersShareholders in 2021 and2024, or until their successors arehis or her successor has been elected and qualified.qualified or until his or her death, resignation or retirement.

Additionally, as Kathryn A. Stein was appointed by the Board in July 2021 as a Class II Director, in accordance with our Restated By-Laws, she is also standing as a nominee for re-election by the shareholders

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as a Class II Director nominee for a two-year term to expire at same time the other Class II Directors will be standing for re-election at the Annual Meeting of Shareholders in 2023, or until her successor has been elected and qualified or until her death, resignation or retirement.

Directors elected to Class I at the 2019 Annual Meeting are currently serving for a three-year term expiring at the Annual Meeting of Shareholders in 2022, or until his or her successor has been elected and qualified or until his or her death, resignation or retirement. Directors elected to Class II at the 2020 Annual Meeting are currently serving for a three-year term expiring at the Annual Meeting of Shareholders in 2023, or until his or her successor has been elected and qualified or until his or her death, resignation or retirement.

The shares represented by properly executed and timely returned proxies will be voted, in the absence of contrary instructions, in favor of the election of the following twothree director nominees:

All nominees have consented to serve as directors, if elected. However, if at the time of the meeting any nominee is unable to stand for election, the persons who are designated as nomineesproxies intend to vote, in their discretion, for such other persons, if any, as may be nominated by the Board.

Nominees for Class III Directors Whose Terms Expires in 2018HOW WE ARE EVALUATED

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THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE

NOMINEES FOR CLASS III DIRECTORS

Class I Directors Whose Terms Expires in 2019

3

Class II Directors Whose Terms Expires in 2020

4

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SECURITY OWNERSHIP OF THE COMPANY’S COMMON SHARES

BY CERTAIN BENEFICIAL OWNERS AND BY MANAGEMENT

Security Ownership of Certain Beneficial Owners

As of June 12, 2018, the following persons were beneficial owners of more than five percentThe charter of the Company’s common stock. The beneficial ownership information presentedNCG Committee provides that the Committee is based upon information furnished by each person or contained in filings madecharged with the Securitiesresponsibility of overseeing the evaluation of the Board and Exchange Commission. Except as otherwise indicated,its Committees. Each year the Board and each holderof its Committees conduct an anonymous self-evaluation aimed at enhancing the Board and individual Director performance. Each Director is provided with one evaluation questionnaire for the full Board and for each standing Committee on which such Director serves. The Board has sole votingengaged independent legal counsel to prepare, aggregate and investment power with respectprepare a report summarizing the responses of each Director. The report is then provided to the shares indicated. The Company is not aware of any arrangements, including any pledge by any person of securitiesChair of the Company, the operation of which may at a subsequent date result in a change in controlBoard and each of the Company. The following table showsCommittees who then review the natureresults in executive session. Policies and amount of their beneficial ownership.

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Security Ownership by Management

The table below sets forth,practices are updated as of June 12, 2018, the beneficial ownership of the Company’s common stock by (i) each director and nominee for director individually, (ii) each executive officer named in the summary compensation table individually, and (iii) all directors and executive officers of the Companyappropriate as a group.result of Director feedback.

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THE BOARD OF DIRECTORS AND COMMITTEESHOW WE ARE ORGANIZED

The Board of Directors is divided into three classes serving staggered three-year terms. The Boardcurrently has sixseven directors and the following three committees: (i) Audit, (ii) Compensation, and (iii) NominatingNCG. At the time of Mr. Sullivan’s retirement, the number of directors shall be fixed at six members and the number of Class III Directors shall be fixed to two.

Audit Committee

The Company has a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act, which is currently composed of six directors: James R. Helvey III, Chair, David H. Klein, Valerie Rahmani, Raj Rajgopal, Kathryn A. Stein, and Daniel J. Sullivan, and operates under a written charter adopted by the Board of Directors. The charter of the Audit Committee is available on our website. See “Corporate Governance.Governance and Website Information.” The Audit Committee met five times during 2020.

The primary purposes of the Audit Committee are to oversee on behalf of the Company’s Board of Directors: (1) the accounting and financial reporting processes of the Company and integrity of the Company’s financial statements, (2) the audits of the Company’s financial statements and appointment, compensation, qualifications, independence and performance of the Company’s independent registered public accounting firm, (3) the Company’s compliance with legal and regulatory requirements, (4) the Company’s internal audit function, and (5) the preparation of the Audit Committee report required by SEC rules to be included in the annual proxy statement. The Audit Committee’s job is one of oversight. Management is responsible for the Company’s financial reporting processes including its system of internal controls, and for the preparation of the Company’s

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consolidated financial statements in accordance with U.S. generally accepted accounting principles. The Company’s independent registered public accounting firm is responsible for auditing those financial statements. It is the Audit Committee’s responsibility to monitor and review these processes. It is not the Audit Committee’s duty or responsibility to conduct audits or accounting reviews. Therefore, the Audit Committee has relied on management’s representation that the financial statements have been prepared with integrity and objectivity and in conformity with U.S. generally accepted accounting principles, on its discussions with the independent registered public accounting firm, and on the representations of the Company’s independent registered public accounting firm included in its report on the Company’s financial statements.

The Board of Directors has determined that the members of the Audit Committee are independent as described herein under “Director Independence and Executive Sessions” and that each of them is able to read and understand fundamental financial statements. The Board of Directors has determined that James R. Helvey III is an “audit committee financial expert” as defined in Item 407 of Regulation S-K. Under the rules of the SEC, the determination that a person is an audit committee financial expert does not impose on such person any duties, obligations, or liability any greater than the duties, obligations and liability imposed on any other member of the Audit Committee or the Board of Directors. Moreover, the designation of a person as an audit committee financial expert does not affect the duties, obligations, or liability of any other member of the Audit Committee or Board of Directors.

Audit Committee Report

The Audit Committee has reviewed and discussed the audited financial statements with management and has discussed with the Company’s independent auditors the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. In addition, the Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accountant’s communications with the Audit Committee concerning independence and has discussed with the independent registered public accounting firm such firm’s independence.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 for filing with the SEC.

Submitted by the Audit Committee

James R. Helvey III, Chair

David H. Klein

Valerie Rahmani

Raj Rajgopal

Daniel J. Sullivan

Owen J. Sullivan

Compensation Committee

The Compensation Committee of the Board of Directors (“Compensation Committee”) currently consists of Valerie Rahmani, Chair, James R. Helvey III, David H. Klein, Raj Rajgopal, Kathryn A. Stein, and Daniel J. Sullivan. During 2017,2020, the Compensation Committee held a total of five meetings. The Board of Directors has determined that the members of the Compensation Committee are independent as described herein under “Director Independence and Executive Sessions.”

The Compensation Committee has a charter that is available on our Company’s website as described herein under “Corporate Governance and Website Information.”

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The primary purposes of the Compensation Committee are to:

For further discussion of the process and procedures for consideration and determination of executive and director compensation and discussion of the Compensation Committee’s use of an independent consultant to assist in reviewing and determining executive and director compensation, see “How Executive Compensation is Determined.”

The Committee may delegate to one or more designated officers the authority to make grants of options and restricted stock to eligible individuals other than directors and officers, provided the Committee shall have fixed the exercise price or a formula for determining the exercise price for each grant, approved the vesting schedule, authorized any alternative provisions as are necessary or desirable to facilitate legal compliance or to ensure the effectiveness or tax-qualified status of the award under the laws of countries outside the U.S. when grants are made to non-U.S. employees, approved the form of documentation evidencing each grant, and determined the number of shares or the basis for determining such number of shares by position, compensation level, or category of personnel.

NCG Committee and Director Nomination Process

The NCG Committee is currently composed of David H. Klein, Chair, James R. Helvey III, Valerie Rahmani, Raj Rajgopal, Kathryn A. Stein, and Daniel J. Sullivan. This Committee held five meetings during 2020.

This NCG Committee has a charter that is available on our Company’s website as described herein under “Corporate Governance and Website Information.” The primary purposes of the NCG Committee are to (a) identify and select the individuals qualified to serve on the Company’s Board of Directors for election by shareholders at each annual meeting of shareholders and to fill vacancies on the Board of Directors, (b) implement the Board’s criteria for selecting new directors, (c) develop, recommend to the Board, and assess corporate governance policies for the Company, and (d) oversee the evaluation of the Board.

The Board of Directors has determined that the members of the NCG Committee are independent as described herein under “Director Independence and Executive Sessions.”

HOW WE GOVERN AND ARE GOVERNED

Meeting Attendance

During 2020, the Board held a total of eleven17 meetings. Each director who was a member of the Board in 2020 attended at least 75% of the totalaggregate number of Board meetings. David H. Klein was absent for threeand committee meetings on which the director served. The Company encourages its Directors to attend its Annual Meeting of Shareholders but has not adopted a formal policy requiring attendance. All Directors who were members of the five Audit Committee meetings, and oneBoard in 2020 were in attendance at the 2020 Annual Meeting of the three Nominating and Corporate Governance meetings,Shareholders, which was held in 2017. Owen J. Sullivan was absent for two of the five Audit Committee meetings held in 2017.virtually.

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Director Independence and Executive Sessions

The Board of Directors affirmatively determined in February 2018 that each of the Company’s fivesix current non-management directors which include(three of whom are also nominees for election), James R. Helvey III, David H. Klein, Valerie Rahmani, Raj Rajgopal, Kathryn A. Stein, and Daniel J. Sullivan, and Owen J. Sullivan, is anare independent directordirectors in accordance with our corporate governance policiesCorporate Governance Policies, a copy of which is available on our website (see “Corporate Governance and Website Information”), the rules of the SEC and the standards of the NASDAQ Stock Market (“NASDAQ”). As a result of these fivesix directors being independent, a majority of our Company’s Board of Directors is currently independent as so defined. The Board of Directors has determined that there are no relationships between the Company and the directors classified as independent other than service on our Company’s Board of Directors. William D. McGuire,The Board of Directors also previously determined that Owen J. Sullivan, who retired from the Board of Directors on February 16, 2017,effective July 1, 2021, was also an independent director and independent for purposes of“independent director” as defined by the committees on which he served.same standards noted above.

The foregoing independence determination also included the conclusions of the Board of Directors that:

Daniel J. Sullivan serveshas served as the ChairmanChair of the Board of Directors and is responsible for scheduling and setting the agenda for the executive sessions of the independent directors. Such executive sessions are expected to occur at regularly scheduled times during the fiscal year ending December 31, 2018,2021, typically in conjunction with a regularly scheduled Board meeting, in addition to the separate meetings of the standing committees of the Board of Directors.

The Board of Directors has also adopted a statement of corporate governance principles that is available on the Company’s website as described below under “Corporate Governance and Website Information.”

Audit Committee

The Audit Committee is composed of five directors: James R. Helvey III, Chairman, David H. Klein, Valerie Rahmani, Daniel J. Mr. Sullivan and Owen J. Sullivan, and operates under a written charter adopted bywill be retiring from the Board at the Annual Meeting of Directors. The charter of the Audit Committee is available on our Company’s website as described below under “Corporate Governance and Website Information.” The Audit Committee met five times during 2017.

The primary purposes of the Audit Committee are to oversee on behalf ofShareholders in accordance with the Company’s Board of Directors: (1) the accounting and financial reporting processes of the Company and integrity of the Company’s financial statements, (2) the audits of the Company’s financial statements and appointment, compensation, qualifications, independence and performance of the Company’s independent registered public accounting firm, (3) the Company’s compliance with legal and regulatory requirements, (4) the Company’s internal audit function, and (5) the preparation of the Audit Committee report that SEC rules require to be included in the annual proxy

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statement. The Audit Committee’s job is one of oversight. Management is responsible for the Company’s financial reporting process including its system of internal control, and for the preparation of the Company’s consolidated financial statements in accordance with U.S. generally accepted accounting principles. The Company’s independent registered public accounting firm is responsible for auditing those financial statements. It is the Audit Committee’s responsibility to monitor and review these processes. It is not the Audit Committee’s duty or responsibility to conduct auditing or accounting reviews. Therefore, the Audit Committee has relied on management’s representation that the financial statements have been prepared with integrity and objectivity and in conformity with U.S. generally accepted accounting principles, on its discussions with the independent registered public accounting firm and on the representations of the Company’s independent registered public accounting firm included in its report on the Company’s financial statements.

The Board of Directors has determined that the members of the Audit Committee are independent as described above under “Director Independence and Executive Sessions” and that each of them is able to read and understand fundamental financial statements. The Board of Directors has determined that James R. Helvey III is an “audit committee financial expert” as defined in Item 407 of RegulationS-K. Under the rules of the SEC, the determination that a person is an audit committee financial expert does not impose on such person any duties, obligations or liability any greater than the duties, obligations and liability imposed on any other member of the Audit Committee or the Board of Directors. Moreover, the designation of a person as an audit committee financial expert does not affect the duties, obligations or liability of any other member of the Audit Committee or Board of Directors.

Audit Committee Report

The Audit Committee has reviewed and discussed the audited financial statements with management; and has discussed with the Company’s independent auditors the matters required to be discussed pursuant to PCAOB Auditing Standard No. 16, as amended. In addition, the Audit Committee has received the written disclosures and the letter from the independent registered public accountant required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accountant’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accountant the independent registered public accountant’s independence.

Based on the review and discussions referred to above, the Audit Committee has recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form10-K for the last fiscal year for filing with the SEC.

Submitted by the Audit Committee

James R. Helvey III, Chairman

David H. Klein

Valerie Rahmani

Daniel J. Sullivan

Owen J. Sullivan

Nominating and Corporate Governance Committee and Director Nomination Process

The Nominating and Corporate Governance Committee is composed of David H. Klein, Chairman, James R. Helvey III, Valerie Rahmani, Daniel J. Sullivan, and Owen J. Sullivan. This Committee held three meetings during 2017.

This Nominating and Corporate Governance Committee has a charter that is available on our Company’s website as described below under “Corporate Governance and Website Information.” The primary purposes of

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the Committee are to (a) identify and select the individuals qualified to serve on the Company’s Board of Directors for election by shareholders at each annual meeting of shareholders and to fill vacancies on the Board of Directors, (b) implement the Board’s criteria for selecting new directors, (c) develop, recommend to the Board, and assess corporate governance policies for the Company, and (d) oversee the evaluation of the Board.

The Board of Directors has determined that the members of the Nominating and Corporate Governance Committee are independent as described above under “Director Independence and Executive Sessions.”

Director Nominations Made by Shareholders. The Nominating and Corporate Governance Committee will consider nominations timely made by shareholders pursuant to the requirements of ourBy-laws, which are further discussed under “Shareholder Proposals.” The Nominating and Corporate Governance Committee has not formally adopted any specific elements of this policy, such as minimum specific qualifications or specific qualities or skills that must be possessed by qualified nominees, beyond the Nominating and Corporate Governance Committee’s willingness to consider candidates proposed by shareholders.

Procedure for Shareholders to Nominate Directors. Any shareholder who intends to present a director nomination proposal for consideration at an annual meeting of shareholders may use the procedures set forth in the Company’sBy-laws. For shareholder nominations of directors to be properly brought before an annual meeting by a shareholder pursuant to theBy-laws, the shareholder must have given timely notice thereof in writing to the Secretary of the Company. Subject to the rights of the holders of any class or series of stock having a preference over the Company’s common stock as to dividends or upon liquidation, nominations for the election of directors may be made by or at the direction of the Board of Directors or by any shareholder entitled to vote for the election of directors who complies with the following procedures. Any shareholder entitled to vote for the election of directors at a meeting may nominate persons for election as directors only if written notice of such shareholder’s intent to make such nomination is given, either by personal delivery or by United States mail, postage prepaid, to and received by the Secretary of the Corporation by the close of business at the principal executive offices of the Company (i) with respect to an election to be held at a special meeting of shareholders for the election of directors, the close of business on the 10th day following the date public announcement of the date of such meeting is first made and (ii) with respect to an election to be held at an annual meeting of shareholders, not less than 90 and not earlier than 120 days prior to theone-year anniversary of the date of the preceding year’s annual meeting of shareholders; provided, however, that if the meeting is convened more than 30 days prior to or delayed by more than 60 days after theone-year anniversary of the date of the preceding year’s annual meeting, or if no annual meeting was held in the preceding year, notice by the shareholder of record to be timely must be so received not earlier than the close of business on the 120th day prior to the date of the annual meeting and not later than the close of business on the later of (1) the 90th day before the date of such annual meeting or (2) if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made. In no event shall an adjournment or postponement of an annual meeting of shareholders for which notice has been given, commence a new time period (or extend any time period) for the giving of a notice by a shareholder.

Each such notice shall set forth as to the shareholder giving the notice and the beneficial owner or owners, if any, or other persons on whose behalf the nomination is made or acting in concert therewith (each, a “party”): (1) the name and address of such party; (2) a representation that the shareholder giving the notice is a holder of record of stock of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (3) the class, series, and number of shares of the Company that are owned, directly or indirectly, beneficially and of record by each such party; (4) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or providing for a settlement payment or mechanism based on the price of any class or series of shares of the Company or with a value derived in whole or in part from the value of any class or series of shares of the Company, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Company or otherwise (a “Derivative Instrument”) directly or indirectly owned beneficially by each such party, and any other direct or indirect opportunity to profit or share in any profit

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derived from any increase or decrease in the value of shares of the Company; (5) any proxy, contract, arrangement, understanding or relationship pursuant to which any party, either directly or acting in concert with another person or persons, has a right to vote, directly or indirectly, any shares of any security of the Company; (6) any short interest or other borrowing arrangement in any security of the Company held by each such party (for purposes of this provision, a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (7) any rights to dividends on the shares of the Company owned beneficially directly or indirectly by each such party that are separated or separable from the underlying shares of the Company, (8) any proportionate interest in shares of the Company or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which any party is a general partner or, directly or indirectly, beneficially owns an interest in a general partner and (9) any performance-related fees (other than an asset-based fee) that each such party is directly or indirectly entitled to based on any increase or decrease in the value of shares of the Company or Derivative Instruments, if any, as of the date of such notice, including without limitation any such interests held by members of each such party’s immediate family sharing the same household (which information set forth in this paragraph shall be supplemented by such shareholder or such beneficial owner or other person, as the case may be, not later than 10 days after the record date for the meeting to disclose such ownership as of the record date); (10) any other information relating to each such party that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act (whether or not such party intends to deliver a proxy statement or conduct its own proxy solicitation); and (11) a statement as to whether or not each such party will deliver a proxy statement and form of proxy to holders of at least the percentage of voting power of all of the shares of common stock reasonably believed by such party, to be sufficient to elect the persons proposed to be nominated by the shareholder.

Each such notice shall also set forth as to each person whom the shareholder proposes to nominate for election or reelection as a director: (1) a description of all arrangements or understandings between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder; (2) the name and address of each such nominee; (3) such other information regarding each nominee proposed by such shareholder as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had each nominee been nominated, or intended to be nominated, by the Board of Directors; (4) a written representation and agreement of each nominee (in the form provided by the Secretary of the Company upon written request) that such nominee would be in compliance, if elected as a director of the Company,retirement age guidelines and will comply with all corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Company; (5) the consent of each nominee to serve as a director of the Company if so elected and (if applicable) to being named in the Company’s proxy statement and form of proxy as a nominee; and (6) the written representation and agreement of each nominee that such nominee currently intends to serve as a director of the Companynot stand for the full term for which such person would be standing for election, if elected.re-election.

A shareholder providing notice of a nomination for the election of a director shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting and as of the date that is 10 business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Company not later than five business days after the record date for the meeting (in the case of the update and supplement required to be made as of the record date), and not later than five business days prior to the date for the meeting, if practicable (or, if not practicable, on the first practicable date prior to) any adjournment or postponement thereof (in the case of the update and supplement required to be made as of 10 business days prior to the meeting or any adjournment or postponement thereof). In addition, a shareholder must also comply with all applicable requirements of the Securities Exchange Act and the rules and regulations thereunder with respect to matters described above.

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Board Composition and Diversity. The Nominating and Corporate Governance Committee’s current process for identifying and evaluating nominees for director consists of general periodic evaluations of the size and composition of the Board of Directors with a goal of maintaining continuity of appropriate industry expertise and knowledge of the Company. The Nominating and Corporate Governance Committee strives to compose the Board of Directors with individuals possessing a variety of complementary skills.

With respect to the nominees for election at this meeting and with respect to the other members of the Board, the Nominating and Corporate Governance Committee and the Board of Directors as a whole focused primarily on the experience, qualifications, attributes and skills discussed in each of the director’s biographies set forth above. In each case, the Nominating and Corporate Governance Committee and the Board of Directors considered important the achievements of the individual in the successful career described. With regard to Mr. Crumlish, the Nominating and Corporate Governance Committee and the Board believe that it is important that they have immediate access to his direct involvement in the management of the Company. With regard to Mr. Helvey, the Nominating and Corporate Governance Committee and the Board particularly noted his extensive financial experience and prior audit committee experience. With regard to Mr. Klein, the Nominating and Corporate Governance Committee and the Board particularly noted his extensive experience managing health plan entities and his knowledge of the healthcare industry – which is an important market for the Company’s services. With regard to Ms. Rahmani, the Nominating and Corporate Governance Committee and the Board particularly noted her experience in cyber-security and her extensive management experience within the IT Services industry. With regard to Mr. Daniel J. Sullivan, the Nominating and Corporate Governance Committee and the Board particularly noted the broad perspective resulting from his diverse experience in managing and serving as an officer for a large, public company. With regard to Mr. Owen J. Sullivan, the Nominating and Corporate Governance Committee and the Board particularly noted his extensive experience in the staffing solutions and professional resourcing industry, including his roles at ManpowerGroup.

Although diversity may be a consideration in the Nominating and Corporate Governance Committee’s process, the Nominating and Corporate Governance Committee and the Board of Directors do not have a formal policy with regard to the consideration of diversity in identifying director nominees. Since neither the Board nor the Nominating and Corporate Governance Committee has received any shareholder nominations in the past, the Nominating and Corporate Governance Committee has not considered whether there would be any differences in the manner in which the Committee evaluates nominees for director based on whether the nominee is recommended by a shareholder.

Source of Recommendation for Current Nominees. The nominees for director included in this proxy statement have been formally recommended by the incumbent independent directors who serve on the Nominating and Corporate Governance Committee.

Past Nominations from More Than 5% Shareholders.Under the SEC rules (and assuming consent to disclosure is given by the proponents and nominee), the Company must disclose any nominations for director made by any person or group beneficially owning more than 5% of the Company’s outstanding common stock received by the Company by the date that was 120 calendar days before the anniversary of the date on which its proxy statement was sent to its shareholders in connection with the previous year’s annual meeting. The Company did not receive any such nominations.

Shareholder Communications to the Board of Directors

Any record or beneficial owner of the Company’s common stock who has concerns about accounting, internal accounting controls, auditing matters or any other matters relating to the Company and wishes to communicate with the Board of Directors on such matters may contact the Audit Committee directly. The Audit Committee has undertaken on behalf of the Board of Directors to be the recipient of communications from shareholders relating to the Company. If particular communications are directed to the full Board, independent directors as a group, or individual directors, the Audit Committee will route these communications to the

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appropriate directors or committees so long as the intended recipients are clearly stated. Alternatively, any interested parties may communicate with the Chairman of the Board of Directors by writing to Daniel J. Sullivan, c/o Computer Task Group, Incorporated, 800 Delaware Avenue, Buffalo, New York 14209.

Communications intended to be anonymous may be made by calling the Company’s Whistleblower Hotline Service at844-627-6885 and identifying yourself as an interested party intending to communicate with the Audit Committee (this third party service undertakes to forward such communications to the Audit Committee if so requested, assuming the intended recipient is clearly stated). You may also send communications intended to be anonymous by mail, without indicating your name or address, to Computer Task Group, Incorporated, 800 Delaware Avenue, Buffalo, New York 14209, Attention: Chairman of the Audit Committee. Communications not intended to be made anonymously may also be made by calling the hotline number or by mail to that address.

Shareholder proposals intended to be presented at a meeting of shareholders by inclusion in the Company’s proxy statement under SEC Rule14a-8 or intended to be brought before a shareholders’ meeting in compliance with the Company’sBy-laws are subject to specific notice and other requirements referred to under “Shareholder Proposals” and in applicable SEC rules and the Company’sBy-laws. The communications process for shareholders described above does not modify or eliminate any requirements for shareholder proposals intended to be presented at a meeting of shareholders. If you wish to make a proposal to be presented at a meeting of shareholders, you may not communicate such proposals anonymously and may not use the hotline number or Audit Committee communication process described above in lieu of following the notice and other requirements that apply to shareholder proposals intended to be presented at a meeting of shareholders.

The Company encourages its directors to attend its annual meetings but has not adopted a formal policy requiring this attendance. All of our directors attended our annual meeting on May 3, 2017.

Corporate Governance and Website Information

The Company follows certain corporate governance requirements that it believes are in compliance with the corporate governance requirements of the NASDAQ listing standards and SEC regulations. The principal elements of these governance requirements as implemented by our Company are:

The charters of the Audit Committee, Compensation Committee, and Nominating and GovernanceNCG Committee, the corporate governance principlesCorporate Governance Policies of the Board of Directors, and the Code of Business Conduct are available without charge

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on the Company’s website at www.ctg.com, by clicking on “Investors,” and then “Corporate

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Governance.” We will also send these physical documents without charge and in print to any shareholder who requests them. The Company intends to disclose any amendments to or waivers of the Code of EthicsBusiness Conduct on its website.

Board Leadership and Role in Risk Oversight

The Company’s Board has elected to separate the ChairmanChair and the CEO roles and has appointed Daniel J. Sullivan to serve as the Company’s Chairmanindependent Chair of the Board. As previously noted, Daniel J. Sullivan is retiring from the Board as of the Annual Meeting. The Company believes that splitting such governance roles promotes independent oversight of management and facilitates a balance of power more aligned with shareholder interests.

The Board views enterprise risk management (“ERM”) as an integral part of the Company’s strategic planning process and, as such, has charged the Audit Committee with the responsibility of overseeing the ERM process. To facilitate coordination of ERM at the operational level, the Audit Committee appointed the Company’s CFO as the Company’s Chief Risk Officer (“CRO”). In this capacity at CRO, the CFO works with the CEO and executive officers of the Company to provide periodic ERM reports to the Audit Committee;Committee and strives to generate careful and thoughtful attention on the Company’s ERM process, the nature of material risks to the Company and the adequacy of the Company’s policies and procedures designed to mitigate these risks. Among the matters that are considered in the Company’s ERM process is the extent to which the Company’s policies and practices for incentivizing and compensating employees, includingnon-executive officers, may create risks that are reasonably likely to have a material adverse effect on the Company. In this manner, the Board believes it appropriately encourages management to promote a corporate culture that appreciates risk management and incorporates it into the overall strategic planning process of the Company.

Anti-Hedging Policy

The Company’s Insider Trading Policy, which is available on the Company’s website (see “Corporate Governance and Website Information” herein), prohibits certain speculative transactions by directors, officers, employees and consultants of the Company and its subsidiaries as well as their family members who reside with them, anyone else who lives in their household and any family members who do not live in their household but whose transactions in Company securities are directed by them or subject to their influence or control (all such persons, “Covered Persons”). Covered Persons are not permitted to engage in hedging or monetization transactions, such as zero-cost collars and forward sale contracts, which allow stockholders to lock in the value of their stock holdings in exchange for all or part of the potential for upside appreciation in the stock. In addition, Covered Persons may not engage in short sales of the Company’s securities (sales of securities that are not then owned), including sales against the box (sales of owned shares with delayed delivery).

Audit Committee’s Review of Related Person Transactions

In accordance with the Audit Committeeits charter, the Audit Committee reviews related person transactions. It isThe Audit Committee charter provides that the Company’s written policy that itCompany will not enter into transactions that are considered related person transactions that are required to be disclosed under Item 404 of the SEC’s RegulationS-K unless the Audit Committee or another independent body of the Board of Directors first reviews and approves or ratifies the transactions. Under the SEC’s rules, a “related person” includes any of our directors or executive officers, certain of our shareholders and any of their respective immediate family members. Covered transactions under the SEC’s rules include those in which the Company is a participant, a “related person” that will have a direct or indirect material interest, and the amount involved exceeds $120,000.

HOW YOU CAN COMMUNICATE WITH US

Our Board of Directors values input from a wide variety of sources to inform its deliberations and decision- making. The Board recognizes that shareholders are an excellent source of insights and have a financial stake in the wisdom of those insights. The Board therefore enables shareholder communication via a variety of channels.

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Shareholders may participate in and ask questions during our annual shareholder meetings. We describe in this proxy statement how shareholders of record on the meeting record date can do so at the Annual Meeting. Shareholders may also interact regularly with management and the Board, primarily around quarterly earnings releases. Shareholder interactions with management are regularly communicated back to the Board.

In addition, any record or beneficial owner of the Company’s common stock who has concerns about accounting, internal accounting controls, auditing matters or any other matters relating to the Company and wishes to communicate with the Board of Directors on such matters may contact the Audit Committee directly. The Audit Committee has undertaken, on behalf of the Board of Directors, to be the recipient of communications from shareholders relating to the Company. If particular communications are directed to the full Board, independent directors as a group, a Board committee or individual directors, the Audit Committee will route these communications to the appropriate noted parties so long as the intended recipients are clearly stated in the communications received.

Communications intended to be anonymous may be made by calling the Company’s Whistleblower Hotline Service at 844-627-6885 and identifying oneself as an interested party intending to communicate with the Audit Committee (This third-party service undertakes to forward such communications to the Audit Committee if so requested, assuming the intended recipient is clearly identified). You may also send communications intended to be anonymous by mail, without indicating your name or address, to Computer Task Group, Incorporated, 300 Corporate Parkway, Suite 214N, Amherst, New York 14226, Attention: Chair of the Audit Committee. Communications not intended to be made anonymously may be made by telephone to the hotline number or by mail to the same address.

Alternatively, any interested parties may communicate with the Chair of the Board of Directors by writing to: Computer Task Group, Incorporated, Attn: Chair of the Board of Directors, 300 Corporate Parkway, Suite 214N, Amherst, New York 14226.

Shareholder proposals intended to be presented at a meeting of shareholders by inclusion in the Company’s proxy statement under Exchange Act Rule 14a-8 or intended to be brought before a shareholders meeting in compliance with the Company’s Restated By-laws are subject to specific notice and other requirements referred to herein under “Shareholder Proposals” and in applicable SEC rules and the Company’s Restated By-laws. The communications process for shareholders described above does not modify or eliminate any requirements for shareholder proposals intended to be presented at a meeting of shareholders. If you wish to make a proposal to be presented at a meeting of shareholders, you may not communicate such proposals anonymously and may not use the hotline number or Audit Committee communication process described above instead of following the notice and other requirements that apply to shareholder proposals intended to be presented at a meeting of shareholders.

HOW WE ARE PAID

2020 DIRECTOR COMPENSATION

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As of December 31, 2020, Daniel J. Sullivan had been granted 40,000 shares of Company restricted stock in prior years for his service on the Board. The restricted stock vests in full upon retirement from the Board.

As of December 31, 2020, the following directors had the respective number of stock options outstanding which had been granted in prior years’ for service on the Board: David H. Klein (33,096) and Daniel J. Sullivan (140,000).

In 2010, the Company’s shareholders approved the Non-Employee Director Deferred Compensation Plan (“Director Deferred Compensation Plan”). Although no set benefits or amounts were granted under this Plan in 2020, the Director Deferred Compensation Plan allows non-employee directors the ability to defer up to 100% of their total director compensation. Beginning January 1, 2018, the Board elected to eliminate cash retainer payments for Board service and instead receive compensation for Board service wholly in the form of deferred stock units, which are to be granted under the 2010 Equity Award Plan and deposited into the respective director’s account under the Director Deferred Compensation Plan. Grants for 2020 Board service fees were made at the beginning of 2020, and vested quarterly throughout the year, each such vesting equal to one-quarter of the total annual fees payable to each director.

For 2020, the annual retainer fee for each Board member totaled $150,000. The Chair of the Board of Directors (Mr. Daniel J. Sullivan) received a $100,000 additional annual fee for such service. The Chair of the Audit Committee (Mr. Helvey) received a $15,000 annual fee, the Chair of the Compensation Committee (Ms. Rahmani) received a $10,000 annual fee, and the Chair of the NCG Committee (Mr. Klein) received an annual fee of $10,000. Directors are reimbursed for reasonable expenses they incur while attending Board and committee meetings. As previously noted, all fees for 2020 were paid in the form of deferred stock units. Mr. Gydé did not receive any additional compensation for his services as a director. Raj Rajgopal was elected to the Board in December 2020, and Kathryn A. Stein was appointed to the Board effective July 1, 2021. Therefore, they did not receive any director fees in 2020.

The Company has adopted stock ownership guidelines requiring each independent director to own Company shares valued at five (5) times the director’s base annual retainer fee. Such directors are expected to achieve these ownership levels within five (5) years of their election to the Board. To determine the value of each director’s equity ownership, and for the purposes of satisfying the ownership guidelines, the following forms of equity will be included in the value calculation: shares beneficially owned by the incumbent, his or her spouse and/or minor children, whether owned outright or in trust; any time-based restricted stock; and any stock held for the director’s benefit in any deferred compensation plan. As of the date of this proxy statement, all directors have met their ownership guidelines other than Kathryn Stein and Raj Rajgopal who recently joined the Board and are in the process of achieving such guidelines.

The Director Deferred Compensation Plan is administered by the Compensation Committee in accordance with Section 409A of the Internal Revenue Code. All amounts credited to the participant are invested, as approved by the Compensation Committee, and the participant is credited with the actual earnings of the investments. Company contributions, including investment earnings, may be in cash or the stock of the Company. Participants have an immediate 100% non-forfeitable right to the value of their contributions. If a participant does not make an election in the time and manner specified in the Director Deferred Compensation Plan, payment of the vested value of his or her account will be paid in shares for share units owned, and in cash for the cash balance in their account. A participant’s eligibility terminates upon retirement or resignation from service.

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COMPENSATION DISCUSSION AND ANALYSIS

Compensation Committee Composition and Primary PurposesExecutive Summary for 2020

The Compensation CommitteeCompany

CTG is a leading provider of IT solutions and services, serving as a catalyst for digital transformation in our client organizations, accelerating their project momentum and achievement of desired technology and business outcomes with the speed and confidence needed for our fast-changing world.

Our services include:

CTG provides a majority of Valerie Rahmani, Chair, James R. Helvey III, David H. Klein, Daniel J. Sullivan,its services through five vertical market areas: technology service providers, financial services, healthcare (which includes services provided to healthcare providers, health insurers (payers), and Owen J. Sullivan. The Compensation Committee is responsiblelife sciences companies), manufacturing, and energy. CTG has operations in North and South America, Western Europe, and India, and had approximately 3,900 employees and billable subcontractors at December 31, 2020.

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Our Named Executive Officers

Our Named Executive Officers for overseeing the administrationfiscal 2020 are:

Shareholder Engagement and Results of the Company’s employee stock and benefit plans, establishing policies relating to the compensation of employees and setting the terms and conditions of employment for executive officers. During 2017, the Compensation Committee held a total of five meetings. The Board of Directors has determined that the members of the Compensation Committee are independent.

The Compensation Committee has a charter that is available on our Company’s website as described under “Corporate Governance and Website Information.” The Compensation Committee reviews the charter annually and updates the charter as necessary.

The primary purposes of the Compensation Committee are to: (1) review and approve corporate goals and objectives relevant to the Company’s compensation philosophy, (2) evaluate the CEO’s performance and determine the CEO’s compensation in light of those goals and objectives, (3) review and approve executive officer compensation, incentive compensation plans and equity-based plans, and (4) produce an annual report on executive compensation, and approve the Compensation Discussion and Analysis, for inclusion in the Company’s annual proxy statement or annual report on Form10-K. The Committee may delegate to one or more officers designated by the Committee the authority to make grants of options and restricted stock to eligible individuals other than Directors and officers, provided the Committee shall have fixed the exercise price or a formula for determining the exercise price for each grant, approved the vesting schedule, authorized any alternative provisions as are necessary or desirable to facilitate legal compliance or to ensure the effectiveness ortax-qualified status of the award under the laws of countries outside the U.S. when grants are made tonon-U.S. employees, approved the form of documentation evidencing each grant, and determined the number of shares or the basis for determining such number of shares by position, compensation level or category of personnel.

Effect of2020 Say-on-Pay Vote

We carefully consider the results of our advisory shareholder Say-on-Pay votes and take into account feedback we receive from our shareholders. We have historically received well over majority support for advisory Say-on-Pay votes, with support ranging from 77% to 88% from 2018 to 2020. At the May 2017 annual meeting,September 2020 Annual Meeting, shareholders were asked to approve, on an advisory basis, the Company’s fiscal 20162019 executive compensation programs.program. Of those who voted overfor or against, more than 78% voted to approve thein favor of our Say-on-Pay proposal. In light of these results, and in consideration of shareholder input obtained from outreach efforts taken in connection with the 2017 meeting,2020 voting results, the Compensation Committee carefully reviewed the Company’s executive compensation practices.practices and program.

As part of this review, the Company solicited the viewpoints of shareholders. Across 2020 and into 2021, the Company met with a broad set of shareholders. Conversations ran across a broad spectrum of topics including strategy, operations, governance, and executive compensation. The Compensation Committee considered feedback received from shareholders when deliberating on the 2021 compensation program.

After careful review and consideration as well as input from Pay Governance LLC (“Pay Governance”), the Compensation Committee’s independent compensation consulting firm, the Compensation Committee concluded that the Company’s existing executive compensation programs continueprogram continues to be the most appropriate for the Company and effective in rewarding executives, commensurate with business results. The Compensation Committee believescontinues to believe that the best way to align the CEO’s compensation with shareholder interests is to place the majority of his compensationat-risk at risk in the form of long-term performance basedperformance-based equity awards and annual incentive opportunity.opportunities. We will continue to keep an open dialogue with our shareholders to help ensure that we have a regular pulse on investor perspectives.

Compensation Philosophy and Executive Compensation Objectives

Given the exceptionally competitive nature of the IT Industry, the Compensation Committee and management believe it is strategically critical to attract, retain, and motivate the most talented employees possible by providing competitive total compensation packages. This general philosophy on compensation applies to all employees of the Company. With regard to executive officer compensation, the Company seekscompensation plans are designed to reward achievement against a challenging set of financial metrics established by the Compensation Committee on an annual basis and to accomplish the following high-level objectives:

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Components of Executive Compensation

The compensation paid to the Company’s executive officers, as reflected in the tables set forth in this proxy statement, can be broken down into the following four general categories: (i) Base salary, (ii) Performance-Based Incentives, (iii) Equity-Based Incentives, and (iv) Benefits.

In an effort to stay competitive, annual salaries for executive officers are reviewed by the Compensation Committee on a yearly basis. With respect to determining the base salary of executive officers, the Compensation Committee takes into consideration the compensation report prepared by Pay Governance, an external third party consultant, the executive’s individual performance, as well as internal equity considerations. Of these factors, the Pay Governance report is generally given the most weight.

Base salaries paid for our named executive officers in 2019 and 2020 were as follows:

based objectives selected by the Compensation Committee annually. In selecting objectives, the Compensation Committee seeks to individually tailor performance criteria for each executive officer. The amounts of the Incentive, and the formula for calculating actual payments, are regularly reviewed and surveyed in conjunction with the Pay Governance study discussed above.

For 2020, the target annual cash incentive opportunity as a percentage of base salary for each executive was as follows:

In addition, if circumstances warrant, such as a change in role or responsibility, the Compensation Committee may grant discretionary bonuses from time to time to executive officers. The Compensation Committee did not grant any discretionary bonuses in 2020.

This component of executive compensation consists of grants of restricted stock and stock options under the Company’s various Equity Award Plans. In making such grants, the Compensation Committee considers an executive’s past contributions and expected future contributions toward Company performance. Grants are made to key employees of the Company who, in the opinion of the Compensation Committee, have had and are expected to continue to have a significant impact on the long-term performance of the Company. The awards are designed to reward individuals who remain with the Company and to further align employee interests with those of the Company’s shareholders. The Company chooses to pay this component of compensation because it believes that stock ownership by management is beneficial in aligning management’s activities and decisions with shareholders’ interests of maximizing share value.

Except in circumstances of new or recently promoted executive officers, the Compensation Committee generally grants equity compensation in March of each year. The Company does not time or plan the release of material non-public information for the purpose of affecting the value of compensation. Equity awards may also be granted at other meetings of the Compensation Committee to individuals who become executive officers, are given increased responsibilities during the year or in recognition of special accomplishments.

Equity Award Mix Granted During 2020—The Company believes a mix of performance-based and time-based equity awards properly challenges and rewards the named executives. Of the total dollar value of base equity awards granted during 2020, 50% were granted as performance-based restricted stock, 25% as stock options, and 25% as time-based restricted stock. The awards are designed to reward individuals who remain with the Company and to further align executive interests with those of the Company’s shareholders. The Company chooses to pay this component of compensation because it believes that stock ownership by executive management is beneficial in aligning activities and decisions with shareholders’ interests of maximizing share value.    

Performance-Based Restricted Stock Grants During 2020—Base awards of performance-based restricted stock in 2020 represented 50% of the total dollar value of awards granted to executive officers. If the performance conditions are met, these shares vest at the end of a three-year period. If the Company’s cumulative three-year adjusted non-GAAP earnings per share for the years 2020, 2021 and 2022 equals or exceeds $1.77 (“Target”), then 100% of the grants will vest. If the combined cumulative three-year adjusted non-GAAP earnings per share equals at least 80% but less than 100% of the Target, then a pro-rata percentage of the grants will vest. If the cumulative three-year adjusted non-GAAP earnings per share equals less than 80% of the Target, then the grants will expire.

Stock Option Grants During 2020—Base awards of stock options in 2020 represented 25% of the total dollar value of the awards granted to executive officers. Stock options granted to the executive officers reflect a strike price on the date of grant, vest ratable over three years, and expire 10 (ten) years from the date of grant. For the stock option awards that were granted to the named executive officers during 2020, these options are non-qualified stock options with a grant price of $5.88 per option.

Time-Based Restricted Stock Grants During 2020—Awards of time-based restricted stock grants in 2020 represented 25% of the total dollar value of the awards granted to executive officers. In general, recipients of restricted stock awards receive a specified number of non-transferable restricted shares to be held by the Company, in the name of the grantee, until satisfaction of stipulated vesting requirements. Upon satisfaction of such vesting requirements, restrictions prohibiting transferability will be removed from the vested shares. In

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determining whether to grant an individual restricted stock, the Compensation Committee considers an executive’s contribution toward Company performance, expected future contribution and the number of options and shares of common stock presently held by the executive.

Outcomes of 2017 Performance-Based Restricted Stock Grant—During 2017, the named executive officers at that time, except Mr. Laubacker who received certain stock options and restricted stock time-based awards for his promotion to CFO, received performance-based restricted stock grants that represented 100% of the dollar value of the awards issued that year. These grants expired in 2020 as the performance conditions were not met.

Standard Employee Benefits—We offer select, industry standard benefits as part of our efforts to attract and retain executives. Executive officers are entitled to participate in the same benefit programs afforded generally to all other employees of the Company. Such benefits generally include a 401(k) program, Medical/Dental/Vision Health Plans, Employee Stock Purchase Plan, Short-Term and Long-Term Disability Plans, and a Flexible Spending Account Plan.

Executive-Level Benefits—In addition to the benefits afforded to employees generally, executive officers are also eligible to participate in or receive the benefit of the following Company-sponsored Executive-Level Benefits: Long-Term Executive Disability Plan, Executive Life Insurance Plan, Accidental Death & Dismemberment, Travel Accident Plan, Income Tax Preparation and Advice Program, and the Company’s Change in Control Agreements. Mr. Gydé does not have a change in control agreement as Belgian law determines the calculation of separation benefits. Mr. Gydé’s stock options and restricted stock that have been awarded to him pursuant to the Company’s 2010 Equity Award Plan were amended in May 2019 in connection with his appointment to Chief Executive Officer to provide for immediate vesting in the event his employment is terminated within 6 months before or 24 months after a change in control. A synopsis of these executive-level benefits is provided below:

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How Executive Compensation is Determined

In order to promote the Company’s objective of tying total compensation to performance in a meaningful manner, the Company has adopted a uniform approach to compensation planning. In short, once the Board of Directors hashave reviewed and approved the corporate goals and objectives for the entire Company, the Compensation Committee begins the process of setting compensation for the executive officers. Once compensation has been set for the executive officers, they in turn are able to set performance-based objectives for their direct reports. This approach to compensation planning continues throughout the organization. In this manner, the compensation planning process seeks to optimize shareholder value by integrating appropriate employee responsibilities with corporate objectives.

In an effort to accomplish the Company’s objective of offering competitive total compensation packages, the Compensation Committee routinely surveys total compensation packages for all executive officers. In 2017,2020, as has been the practice for several years, the Compensation Committee retained the services of Pay Governance, LLC (“Pay Governance”), a highly regardedan independent compensation consulting firm, to undertake an annual compensation review for each of the Company’s executive officers.officers and the Board of Directors. Pay Governance reports to, and acts solely at the direction of, the Compensation Committee. Pay Governance does not provide any other services to the Company or any of the Company’s executive officers individually, aside from those services provided to the Compensation Committee. Pay Governance has provided the Compensation Committee with appropriate assurances and confirmation of its independent status. Furthermore,In addition, the Compensation Committee has considered the factors set forth in 17 C.F.R.§240.10C-1(b) (4) (i)-(vi) regarding the independence of compensation consultants and advisers and believes that Pay Governance has been independent throughout its services to the Compensation Committee. Prior to conducting the study, Pay Governance was provided with job descriptions for each of the executive officers and was specifically instructed to provide the Compensation Committee with a Competitive Market Analysis, a written report for each executive officer reflecting the competitive range of total compensation for comparable positions.

Surveying Methodology UsedAnnual Cash Incentive Compensation. Pay Governance used—Each executive officer’s total annual compensation includes a Towers Watson executive compensation database to createpotential Incentive award. Incentive payments are contingent upon the report. This database contains compensation data from approximately 400 companies. From this data, Pay Governance performed regression analyses designed to identify a competitive range for jobs in similar companies by revenue size, and in similar business units or with similar position-specific revenue responsibilities. Pay Governance’s competitive range is based solely on external competitive data and does not take individual performance or internal pay equity into account. The competitive range identified in the Pay Governance report approximates the statistical mean within one standard deviation. As such, the competitive range tends to fall within approximately fifteen percent (15%)accomplishment of either side of the median. Deviation within this range is usually explained by differences in experience, length of service and/or differences in responsibilities.

For 2017, the Pay Governance report observed that total compensation for all named executive officers, except Mr. Crumlish, was within the competitive range. The total compensation for Mr. Crumlish was within the competitive range prior to his promotion to CEO in July 2016. Subsequent to his promotion, Mr. Crumlish’s adjusted compensation fell below the competitive range for that position. The Compensation Committee increased Mr. Crumlish’s total compensation to the competitive range in 2017.

To further assess the Company’s overall compensation practices versus the market, Pay Governance collected pay data for the CFO position from the most recent proxy statements for five peer companiesbased objectives selected by the Compensation Committee.¹ Pay Governance selected only the CFO position because all companies are required to report data on this position, and the duties are generally comparable. The results of this comparison indicated that the compensation level for the CFO fell between the 25^th and 50^th percentiles of the peer companies.

Upon completion of the report,Committee annually. In selecting objectives, the Compensation Committee met personally with a representativeseeks to individually tailor performance criteria for each executive officer. The amounts of Pay Governance to review the document. The Compensation Committee used a separate Pay Governance study,Incentive, and the formula for calculating actual payments, are regularly reviewed and surveyed in conjunction with the Company’s overall long-term financial and operatingPay Governance study discussed above.

For 2020, the target annual cash incentive opportunity as a percentage of base salary for each executive was as follows:

Baseline Compensation includes annual base salary, standard employee benefits available to all employees generally and participation in certain executive-level employee benefit programs. Once awarded, compensation payments made under this component are provided during the course of the year without regard to achievement of specific performance-based objectives. The Company chooses to pay this component of compensation because it comprises the foundation of executive compensation. As such, the Company considers maintaining competitive levels of baseline compensation essential to attracting and retaining talented personnel.

Annual Base Salary—In an effort to stay competitive, annual salaries for executive officers are reviewed by the Compensation Committee on a yearly basis. With respect to determining the base salary of executive officers, the Committee takes into consideration the compensation report prepared by Pay Governance, the executive’s individual performance as well as internal equity considerations. Of these factors, the Pay Governance report is generally given the most weight. In addition, if circumstances warrant, such as a change in role or responsibility, the Compensation Committee may grant discretionary bonuses from time to time to executive officers. The Compensation Committee granted nodid not grant any discretionary bonuses in 2017.2020.

This component of executive compensation consists of grants of restricted stock and stock options under the Company’s various Equity Award Plans. In making such grants, the Compensation Committee considers an executive’s past contributions and expected future contributions toward Company performance. Grants are made to key employees of the Company who, in the opinion of the Compensation Committee, have had and are expected to continue to have a significant impact on the long-term performance of the Company. The awards are designed to reward individuals who remain with the Company and to further align employee interests with those of the Company’s shareholders. The Company chooses to pay this component of compensation because it believes that stock ownership by management is beneficial in aligning management’s activities and decisions with shareholders’ interests of maximizing share value.

Except in circumstances of new or recently promoted executive officers, the Compensation Committee generally grants equity compensation in March of each year. The Company does not time or plan the release of material non-public information for the purpose of affecting the value of compensation. Equity awards may also be granted at other meetings of the Compensation Committee to individuals who become executive officers, are given increased responsibilities during the year or in recognition of special accomplishments.

Equity Award Mix Granted During 2020—The Company believes a mix of performance-based and time-based equity awards properly challenges and rewards the named executives. Of the total dollar value of base equity awards granted during 2020, 50% were granted as performance-based restricted stock, 25% as stock options, and 25% as time-based restricted stock. The awards are designed to reward individuals who remain with the Company and to further align executive interests with those of the Company’s shareholders. The Company chooses to pay this component of compensation because it believes that stock ownership by executive management is beneficial in aligning activities and decisions with shareholders’ interests of maximizing share value.    

Performance-Based Restricted Stock Grants During 2020—Base awards of performance-based restricted stock in 2020 represented 50% of the total dollar value of awards granted to executive officers. If the performance conditions are met, these shares vest at the end of a three-year period. If the Company’s cumulative three-year adjusted non-GAAP earnings per share for the years 2020, 2021 and 2022 equals or exceeds $1.77 (“Target”), then 100% of the grants will vest. If the combined cumulative three-year adjusted non-GAAP earnings per share equals at least 80% but less than 100% of the Target, then a pro-rata percentage of the grants will vest. If the cumulative three-year adjusted non-GAAP earnings per share equals less than 80% of the Target, then the grants will expire.

Stock Option Grants During 2020—Base awards of stock options in 2020 represented 25% of the total dollar value of the awards granted to executive officers. Stock options granted to the executive officers reflect a strike price on the date of grant, vest ratable over three years, and expire 10 (ten) years from the date of grant. For the stock option awards that were granted to the named executive officers during 2020, these options are non-qualified stock options with a grant price of $5.88 per option.

Time-Based Restricted Stock Grants During 2020—Awards of time-based restricted stock grants in 2020 represented 25% of the total dollar value of the awards granted to executive officers. In general, recipients of restricted stock awards receive a specified number of non-transferable restricted shares to be held by the Company, in the name of the grantee, until satisfaction of stipulated vesting requirements. Upon satisfaction of such vesting requirements, restrictions prohibiting transferability will be removed from the vested shares. In

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determining whether to grant an individual restricted stock, the Compensation Committee considers an executive’s contribution toward Company performance, expected future contribution and the number of options and shares of common stock presently held by the executive.

Outcomes of 2017 Performance-Based Restricted Stock Grant—During 2017, the named executive officers at that time, except Mr. Laubacker who received certain stock options and restricted stock time-based awards for his promotion to CFO, received performance-based restricted stock grants that represented 100% of the dollar value of the awards issued that year. These grants expired in 2020 as the performance conditions were not met.

Standard Employee Benefits—We offer select, industry standard benefits as part of our efforts to attract and retain executives. Executive officers are entitled to participate in the same benefit programs afforded generally to all other employees of the Company. Such benefits generally include a 401(k) program, Medical/Dental/Vision Health Plans, Employee Stock Purchase Plan, Short-Term and Long-Term Disability Plans, and a Flexible Spending Account Plan.

Executive-Level Benefits—In addition to the benefits afforded to employees generally, executive officers are also eligible to participate in or receive the benefit of the following Company sponsoredCompany-sponsored Executive-Level

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Benefits: Long-Term Executive Disability Plan, Executive Life Insurance Plan, Accidental Death & Dismemberment, and Travel Accident Plan, Income Tax Preparation and Advice programProgram, and the Company’s Change in Control Agreements. Mr. Gydé does not have a change in control agreements.²agreement as Belgian law determines the calculation of separation benefits. Mr. Gydé’s stock options and restricted stock that have been awarded to him pursuant to the Company’s 2010 Equity Award Plan were amended in May 2019 in connection with his appointment to Chief Executive Officer to provide for immediate vesting in the event his employment is terminated within 6 months before or 24 months after a change in control. A synopsis of these executive-level benefits is provided below:

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Performance-Based IncentivesHow Executive Compensation is Determined

Performance-Based Incentives includeIn order to promote the Company’s objective of tying total compensation to performance in a meaningful manner, the Company has adopted a uniform approach to compensation planning. In short, once the Board of Directors have reviewed and approved the corporate goals and objectives for the entire Company, the Compensation Committee begins the process of setting compensation for the executive officers. Once compensation has been set for the executive officers, they in turn are able to set performance-based objectives for their direct reports. This approach to compensation planning continues throughout the organization. In this manner, the compensation planning process seeks to optimize shareholder value by integrating appropriate employee responsibilities with corporate objectives.

In an effort to accomplish the Company’s objective of offering competitive total compensation packages, the Compensation Committee routinely surveys total compensation packages for all executive officers. In 2020, as has been the practice for several years, the Compensation Committee retained the services of Pay Governance, an independent compensation consulting firm, to undertake an annual cash incentive (“Incentive”). Compensation payments provided under this program are conditional uponcompensation review for each of the accomplishment of specific performance-based goals. The Company chooses to pay this component of compensation because it believes this compensation program is critical to motivatingCompany’s executive officers and the Board of Directors. Pay Governance reports to, and acts solely at the direction of, the Compensation Committee. Pay Governance does not provide any other services to the Company or any of the Company’s executive officers individually, aside from those services provided to the Compensation Committee. Pay Governance has provided the Compensation Committee with appropriate assurances and confirmation of its independent status. In addition, the Compensation Committee considered the factors set forth in 17 C.F.R. §240.10C-1(b) (4) (i)-(vi) and believes that Pay Governance has been independent throughout its services to the Compensation Committee. Prior to conducting the study, Pay Governance was provided with job descriptions for each of the executive officers and was specifically instructed to provide the Compensation Committee with a manner that directly impacts shareholder value.Competitive Market Analysis, a written report for each executive officer reflecting the competitive range of total compensation for comparable positions.

Annual Cash Incentive Compensation—Each executive officer’s total annual compensation includes a potential Incentive award. Incentive payments are contingent upon the accomplishment of certain performance-

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based objectives selected by the Compensation Committee annually. In selecting objectives, the Compensation Committee seeks to individually tailor performance criteria for each executive officer. The amounts of the Incentive, and the formula for calculating actual payments, are regularly reviewed and surveyed in conjunction with the Pay Governance study discussed earlier. above.

For 2020, the target annual cash incentive opportunity as a percentage of base salary for each executive was as follows:

In addition, if circumstances warrant, such as a change in role or responsibility, the Compensation —This component of Committee may grant discretionary bonuses from time to time to executive compensation consists of contributions made under the Deferredofficers. The Compensation Plan by those executives that choose to defer all or a part of their compensation under the plan. Executives chosen to participateCommittee did not grant any discretionary bonuses in the plan are eligible to elect to defer a percentage of their annual cash compensation. Effective as of January 1, 2017 the Company elected to stop making Company contributions under the plan.2020.

Equity-Based Incentives

This component of executive compensation consists of grants of restricted stock and stock options under the Company’s 2010various Equity Award Plan and the 1991 Restricted Stock Plan.⁶Plans. In making such grants, the

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Compensation Committee considers an executive’s past contributions and expected future contributions towardstoward Company performance. Grants are made to key employees of the Company who, in the opinion of the Compensation Committee, have had and are expected to continue to have a significant impact on the long-term performance of the Company. The awards are designed to reward individuals who remain with the Company and to further align employee interests with those of the Company’s shareholders. The Company chooses to pay this component of compensation because it believes that stock ownership by management is beneficial in aligning management’s activities and decisions with shareholders’ interests of maximizing share value.

Except in circumstances of new or recently promoted executive officers, the Compensation Committee generally grants equity compensation on a set datein March of each year. The Company does not time or plan the release of materialnon-public information for the purpose of affecting the value of compensation. Equity awards may also be granted at other meetings of the Compensation Committee to individuals who become executive officers, are given increased responsibilities during the year or in recognition of special accomplishments.

Equity Award Mix Granted During 2020—The Company has adoptedbelieves a mix of performance-based and time-based equity awards properly challenges and rewards the named executives. Of the total dollar value of base equity awards granted during 2020, 50% were granted as performance-based restricted stock, 25% as stock options, and 25% as time-based restricted stock. The awards are designed to reward individuals who remain with the Company and to further align executive interests with those of the Company’s shareholders. The Company chooses to pay this component of compensation because it believes that stock ownership guidelines for seniorby executive officers requiring: (i) the CEO to own Company shares valued at five (5) times his or her own base salary,management is beneficial in aligning activities and (ii) the CFO, and Senior Vice Presidentsdecisions with oversightshareholders’ interests of operating segments, to own Company shares valued at three (3) times his or her own base salary.maximizing share value.    

Performance-Based Restricted Stock Grants During 20172020—The Compensation Committee grantedBase awards of performance-based restricted stock in 2020 represented 50% of the total dollar value of awards undergranted to executive officers. If the 2010 Equity Award Planperformance conditions are met, these shares vest at the end of a three-year period. If the Company’s cumulative three-year adjusted non-GAAP earnings per share for the years 2020, 2021 and 2022 equals or exceeds $1.77 (“Target”), then 100% of the grants will vest. If the combined cumulative three-year adjusted non-GAAP earnings per share equals at least 80% but less than 100% of the Target, then a pro-rata percentage of the grants will vest. If the cumulative three-year adjusted non-GAAP earnings per share equals less than 80% of the Target, then the grants will expire.

Stock Option Grants During 2020—Base awards of stock options in 2020 represented 25% of the total dollar value of the awards granted to variousexecutive officers. Stock options granted to the executive officers as identifiedreflect a strike price on the date of grant, vest ratable over three years, and expire 10 (ten) years from the date of grant. For the stock option awards that were granted to the named executive officers during 2020, these options are non-qualified stock options with a grant price of $5.88 per option.

Time-Based Restricted Stock Grants During 2020—Awards of time-based restricted stock grants in 2020 represented 25% of the tables below.total dollar value of the awards granted to executive officers. In general, recipients of restricted stock awards receive a specified number ofnon-transferable restricted shares to be held by the Company, in the name of the grantee, until satisfaction of stipulated vesting requirements. Upon satisfaction of such vesting requirements, restrictions prohibiting transferability will be removed from the vested shares. In

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determining whether to grant an individual restricted stock, the Compensation Committee considers an executive’s contribution toward Company performance, expected future contribution and the number of options and shares of common stock presently held by the executive. For awards

Outcomes of 2017 Performance-Based Restricted Stock Grant—During 2017, the named executive officers at that time, except Mr. Laubacker who received certain stock options and restricted stock grantedtime-based awards for his promotion to CFO, received performance-based restricted stock grants that represented 100% of the dollar value of the awards issued that year. These grants expired in 20172020 as the performance conditions were not met.

Standard Employee Benefits—We offer select, industry standard benefits as part of our efforts to attract and retain executives. Executive officers are entitled to participate in the same benefit programs afforded generally to all other employees of the Company. Such benefits generally include a 401(k) program, Medical/Dental/Vision Health Plans, Employee Stock Purchase Plan, Short-Term and Long-Term Disability Plans, and a Flexible Spending Account Plan.

Executive-Level Benefits—In addition to the benefits afforded to employees generally, executive officers shares vest over a three-year period as follows: (i) 50%are also eligible to participate in or receive the benefit of the amount of an award will vest only if thethirty-trading-day average closing price offollowing Company-sponsored Executive-Level Benefits: Long-Term Executive Disability Plan, Executive Life Insurance Plan, Accidental Death & Dismemberment, Travel Accident Plan, Income Tax Preparation and Advice Program, and the Company’s common stock equals or exceedsChange in Control Agreements. Mr. Gydé does not have a 50% increasechange in its stock price incontrol agreement as Belgian law determines the three-year period from the datecalculation of grant, and (ii) the remaining 50% of the amount of an award will vest only if thethirty-trading-day average closing price of the Company’s common stock equals or exceeds a 100% increase in its stock price in the three-year period from the date of grant.

Stock Options Granted During 2017—The Compensation Committee grantedseparation benefits. Mr. Gydé’s stock options underand restricted stock that have been awarded to him pursuant to the Company’s 2010 Equity Award Plan were amended in May 2019 in connection with his appointment to Chief Executive Officer to provide for immediate vesting in the event his employment is terminated within 6 months before or 24 months after a change in control. A synopsis of these executive-level benefits is provided below:

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How Executive Compensation is Determined

In order to promote the Company’s objective of tying total compensation to performance in a meaningful manner, the Company has adopted a uniform approach to compensation planning. In short, once the Board of Directors have reviewed and approved the corporate goals and objectives for the entire Company, the Compensation Committee begins the process of setting compensation for the executive officers. Once compensation has been set for the executive officers, they in turn are able to set performance-based objectives for their direct reports. This approach to compensation planning continues throughout the organization. In this manner, the compensation planning process seeks to optimize shareholder value by integrating appropriate employee responsibilities with corporate objectives.

In an effort to accomplish the Company’s objective of offering competitive total compensation packages, the Compensation Committee routinely surveys total compensation packages for all executive officers. In 2020, as has been the practice for several years, the Compensation Committee retained the services of Pay Governance, an independent compensation consulting firm, to undertake an annual compensation review for each of the Company’s executive officers and the Board of Directors. Pay Governance reports to, and acts solely at the direction of, the Compensation Committee. Pay Governance does not provide any other services to the Company or any of the Company’s executive officers individually, aside from those services provided to the Compensation Committee. Pay Governance has provided the Compensation Committee with appropriate assurances and confirmation of its independent status. In addition, the Compensation Committee considered the factors set forth in 17 C.F.R. §240.10C-1(b) (4) (i)-(vi) and believes that Pay Governance has been independent throughout its services to the Compensation Committee. Prior to conducting the study, Pay Governance was provided with job descriptions for each of the executive officers and was specifically instructed to provide the Compensation Committee with a Competitive Market Analysis, a written report for each executive officer reflecting the competitive range of total compensation for comparable positions.

Surveying Methodology Used. Pay Governance used a Willis Towers Watson executive compensation database to create the report. This database contains compensation data from approximately 700 companies. From this data, Pay Governance performed regression analyses designed to identify a competitive range for jobs in similar companies by revenue size, and in similar business units or with similar position-specific revenue responsibilities. Pay Governance’s competitive range is based solely on external competitive data and does not take individual performance or internal pay equity into account. The competitive range identified in the Pay Governance report approximates the statistical mean within one standard deviation. As such, the competitive range tends to fall within approximately 15% of either side of the median. Deviation within this range is usually explained by differences in experience, length of service and/or differences in responsibilities.

For 2020, the Pay Governance report observed that total compensation for all named executive officers, except Mr. Laubacker uponGydé, was within the competitive range. Mr. Gydé was below the competitive range. The total compensation for Mr. Gydé was within the competitive range prior to his promotion to CFO. In general, recipientsCEO in March 2019.

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To further assess the Company’s overall compensation practices versus the market, Pay Governance collected pay data for the CFO position from the most recent proxy statements for a number of peer companies selected by the Compensation Committee.¹ Pay Governance selected only the CFO position because all companies are required to report data on this position, and the duties are generally comparable. The results of this comparison indicated that the compensation level for the CFO fell between the 25^th and 50^th percentiles of the stock options receive the right to purchase shares of common stockpeer companies.

Upon completion of the report, the Compensation Committee met independently with Pay Governance to review the document. The Compensation Committee used a separate Pay Governance study, in conjunction with the Company’s overall long-term financial and operating objectives for 2020, to set total compensation for Mr. Gydé, the Company’s CEO. Mr. Gydé did not have a direct role in establishing the terms of his compensation, the details of which for 2020 are discussed below.

The CEO also used the Pay Governance Competitive Market Analysis, in conjunction with the Company’s overall long-term financial and operating objectives for 2020, to make compensation recommendations to the Compensation Committee for each executive officer. It has been the practice of the Board to approve total compensation packages that contain a significant portion of tailored, performance-based incentives within the executive officer’s purview. The executive officers have no direct role in establishing the terms of their compensation. The details of each named executive officer’s total compensation for 2020 are discussed below.

How Executive Compensation is Governed

Stock Ownership Guidelines

The Company believes that ownership guidelines serve to align the interests of management with those of shareholders by requiring executives to acquire and maintain a meaningful equity position in the futureCompany, which, in turn, supports the Company’s objective of building long-term shareholder value. Furthermore, the Company believes that ownership of equity mitigates the risk of executive actions that could potentially damage or destroy equity value. The Company has adopted stock ownership guidelines for senior executive officers requiring, at a price equalminimum: (i) the CEO to own Company shares valued at five (5) times his or her own base salary, and (ii) the CFO, Executive Vice Presidents, and Senior Vice Presidents with oversight of operating segments, to own Company shares valued at three (3) times his or her own base salary. Such officers are expected to achieve their respective level of ownership within five (5) years of first being appointed to their respective positions. To determine the value of each officer’s equity ownership, and for the Company’s common stock, as reported on NASDAQ, at closing onpurposes of satisfying the dateownership guidelines, the following forms of grant. The Compensation Committee determines the dates and terms upon which options may be exercised, as well as whether the optionsequity will be incentiveincluded in the value calculation: shares beneficially owned by the officer, his or her spouse and/or minor children, whether owned outright or in trust; any time-based restricted stock; and any stock optionsheld for the officer’s benefit in any deferred compensation or nonqualified stock options. For awards of stock options granted in 2017 to Mr. Laubacker, options vest in four equal installments over the next four years, beginning on the first anniversary401(k) plans. As of the date of grant. Allthis proxy statement, all named executive officers are in the process and on track to achieving such guideline requirements.

Specific Executive Officer Compensation Plans and Employment Agreements

Filip J.L. Gydé, President and CEO. In 2020, Mr. Gydé’s total compensation included annual base salary payments of $465,481, an Incentive of $758,850, grants of 65,680 restricted shares with a value of $386,198 (of which approximately 67% of the grants have a performance condition), and a grant of 65,630 stock options havewith a termvalue of ten years from$128,743. In setting baseline compensation and the date of grant. In determining whether to grant an individual stock options,performance standards for Mr. Gydé, the Compensation Committee considers an executive’s contribution toward Company performance, expected future contribution andconsidered the number of options and shares of common stock presently held by the executive. Any value that might be received from an equity grant depends upon increases in the price of the Company’s common stock. Accordingly, thePay Governance report. The total amount of compensation that Mr. Gydé received was based on a combination of his baseline compensation, and the extent to bewhich the thresholds for compensation were achieved under his performance-based incentives. Pursuant to Belgian law, the

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Company is required to pay Mr. Gydé certain additional benefits that are generally afforded to all Belgian employees. These benefits totaled $65,742 (see the “2020 Summary Compensation Table”). In addition, Mr. Gydé continues to participate in all benefit plans made available to Belgian employees generally under Belgian law to the extent such participation is permissible under applicable law and the terms of the relevant plan, including assurances to permit continued participation in Belgian social security. Mr. Gydé is not eligible to participate in any Company executive or supplemental retirement plans, deferred compensation arrangements or U.S. health or medical insurance plans. While Mr. Gydé’s principal place of employment is in Belgium, he serves at the Company’s headquarters in Buffalo, New York for as much time as necessary or advisable to properly discharge his duties and responsibilities as Chief Executive Officer or as otherwise directed by the Board. Mr. Gydé is also entitled to reimbursement for reasonable travel and housing expenses incurred in connection with travel on Company business. Subsequent to March 2020, Mr. Gydé has been unable to travel to the United States as a result of the travel restrictions resulting from the COVID-19 pandemic. Mr. Gydé’s employment agreement also provides for termination indemnification in the event of termination. See “Potential Payments Upon Termination or Change in Control.”

John M. Laubacker, EVP, CFO and Treasurer. In 2020, Mr. Laubacker’s total compensation included annual salary payments of $343,462, an Incentive of $324,169, grants of 31,870 restricted shares with a value of $187,396 (of which approximately 67% of the grants have a performance condition), and a grant of 31,860 stock options with a value of $62,498. In setting baseline compensation and the performance standards for Mr. Laubacker’s compensation, the Compensation Committee considered the Pay Governance report. The total amount of compensation that Mr. Laubacker received was based on a combination of his baseline compensation, and the extent to which the thresholds for compensation were achieved under his performance-based incentives. Mr. Laubacker also received additional benefits totaling $41,902 (see the “2020 Summary Compensation Table”).

Thomas J. Niehaus, EVP of Operations, North America. In 2020, Mr. Niehaus’ total compensation included annual base salary payments of $298,269, an Incentive of $224,856, grants of 34,210 restricted shares with a value of $201,155 (of which approximately 34% of the grants have a performance condition), and a grant of 17,200 stock options with a value of $33,740. In setting baseline compensation and the performance standards for Mr. Niehaus’ compensation, the Compensation Committee considered the Pay Governance report. The total amount of compensation that Mr. Niehaus received was based on a combination of his baseline compensation, and the extent to which the thresholds for compensation were achieved under his performance-based incentives. Mr. Niehaus also received additional benefits totaling $70,033 (see the “2020 Summary Compensation Table”).

Peter P. Radetich, SVP, Secretary and General Counsel. In 2020, Mr. Radetich’s total compensation included annual base salary payments of $266,635, an Incentive of $299,339, grants of 18,480 restricted shares with a value of $108,662 (of which approximately 67% of the grants have a performance condition), and a grant of 18,470 stock options with a value of $36,232. In setting baseline compensation and the performance standards for Mr. Radetich’s compensation, the Compensation Committee considered the Pay Governance report and his past performance. The total amount of compensation that Mr. Radetich received was based on a combination of his baseline compensation, and the extent to which the thresholds for compensation were achieved under his performance-based incentives. Mr. Radetich also received additional benefits totaling $22,073 (see the “2020 Summary Compensation Table”).

Rénald Wauthier, SVP, Europe. Mr. Wauthier’s was promoted to Senior Vice President, Europe on April 1, 2020. Mr. Wauthier’s total compensation included annual base salary payments (including payments made under a program administered by the Luxembourg government) of $289,389, an executive is directly alignedIncentive of $200,415, grants of 33,560 restricted shares with increases in shareholder value.

were achieved under his performance-based incentives. Mr. Wauthier also received additional benefits totaling $28,048 (see the “2020 Summary Compensation Table”).

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of RegulationS-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and in this 2021 proxy statement.

Submitted by the Compensation Committee

Valerie Rahmani, ChairmanChair

James R. Helvey III

David H. Klein

Raj Rajgopal

Daniel J. Sullivan

Owen J. Sullivan

Compensation Committee Interlocks and Insider Participation

During the last completed fiscal year, the Compensation Committee was comprised entirely of independent directors. The Compensation Committee of the Board of Directors is currently composed of Valerie Rahmani as Chair, James R. Helvey III, David H. Klein, Raj Rajgopal, Kathryn A. Stein, and Daniel J. Sullivan, and Owen J. Sullivan. William D. McGuire served as ChairmanNo member of the Compensation Committee until his retirement in February 2017.

20172020 SUMMARY COMPENSATION TABLE

Specific Executive Officer Compensation Plans and Employment Agreements

Arthur W. Crumlish, CEO. In 2017, Mr. Crumlish’s total compensation included annual base salary payments of $410,000, an Incentive of $155,680, and a grant of 71,300 restricted shares with a performance condition. In setting baseline compensation and the performance standards for Mr. Crumlish’s compensation, the Compensation Committee considered the Pay Governance report. The total amount of compensation that Mr. Crumlish received was based on a combination of his baseline compensation and the extent to which the thresholds for compensation were achieved under his performance based incentives.

Mr. Crumlish is currently the only executive officer with a written Employment Agreement (“Agreement”) addressing compensation terms. This Agreement provides that:

The Agreement also provides severance compensation in the event of termination. In the event of termination by Mr. Crumlish for Good Reason (as defined in the Agreement), or by the Company other than for Cause (as defined in the Agreement), or if he dies or becomes disabled, Mr. Crumlish would receive alump-sum cash payment equal to his current base salary plus the average annual cash Incentive paid to him in the three (3) years leading up to the actual date of termination. Mr. Crumlish would also continue to receive medical and dental benefits for a period of twelve (12) months.

John M. Laubacker, CFO. In 2017, Mr. Laubacker’s total compensation included annual salary payments of $260,411, an Incentive of $67,069, a grant of 24,900 stock options at $5.75 per share, a grant of 8,000 restricted shares, and a grant of 16,175 restricted shares with a performance condition. In setting baseline compensation and the performance standards for Mr. Laubacker’s compensation, the Compensation Committee

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considered the Pay Governance report. The total amount of compensation that Mr. Laubacker received was based on a combination of his baseline compensation and the extent to which the thresholds for compensation were achieved under his performance based incentives.

Brendan M. Harrington, Former CFO. In 2017, Mr. Harrington’s compensation included annual salary payments totaling $116,752, and termination payments totaling $308,490. In setting baseline compensation and the performance standards for Mr. Harrington’s compensation, the Compensation Committee considered the Pay Governance report.

Filip J.L. Gydé, EVP. In 2017, Mr. Gydé’s compensation included annual base salary payments of $271,891,⁷ an Incentive of $236,159, and a grant of 22,260 restricted shares with a performance condition. In setting baseline compensation and the performance standards for Mr. Gydé, the Compensation Committee considered the Pay Governance report. The total amount of compensation that Mr. Gydé received was based on a combination of his baseline compensation and the extent to which the thresholds for compensation were achieved under his performance based incentives. Pursuant to Belgian law, the Company is required to pay Mr. Gydé certain additional benefits that are generally afforded to all Belgium employees. These statutory benefits totaled $100,181 in 2017.

Peter P. Radetich, SVP. In 2017, Mr. Radetich’s compensation included annual base salary payments of $283,000, an Incentive of $71,878, and a grant of 22,610 restricted shares with a performance condition. In setting baseline compensation and the performance standards for Mr. Radetich’s compensation, the Compensation Committee considered the Pay Governance report and his past performance. The total amount of compensation that Mr. Radetich received was based on a combination of his baseline compensation and the extent to which the thresholds for compensation were achieved under his performance-based incentives.

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2017 GRANTS OF PLAN-BASED AWARDS

2020 GRANTS OF PLAN-BASED AWARDS