members of the Compensation Committee meet anythe additional independence requirements set forth in Rule 10C-1 of the Exchange Act and Section 162(m) of the Internal Revenue Code and rules thereunder.Code.

Audit Committee.Committee. During 2015,2018, our Audit Committee was comprised of Leonard P. Forman, the Chair of the Committee, Roger M. MarinoBruce Levenson, and Robert D. Burke. Our Board of Directors has determined that Mr. Forman, who is an independent director,Director, is an “audit committee financial expert” as defined in applicable SEC rules. The Audit Committee’s responsibilities, as set forth in its Charter, include:

The Audit Committee met sevensix times in 2015.2018.

Compensation Committee.Committee. During 2015,2018, our Compensation Committee was comprised of Jay C. Hoag,Roger M. Marino, the Chair of the Committee, Leonard P. Forman, Bruce Levenson, and Robert D. Burke. Mr. Levenson joined the Committee upon his election to the Board in February 2015.TheThe Compensation Committee’s responsibilities include:

The Compensation Committee met five times in 2018. In accordance with its charter and subject to applicable law, the Compensation Committee may establish and delegate authority to one or more subcommittees consisting of one or more of its members, when the Compensation Committee deems it appropriate to do so in order to carry out its responsibilities. The Committee has not delegated any of its authority. Our Compensation Committee met seven times in 2015. The processes and procedures followed by our Compensation Committee in considering and determining executive and directorDirector compensation are described below under the headings “Executive Compensation” and “Director Compensation”.Compensation.”

Nominating and Corporate Governance Committee.Committee. During 2015,2018, our Nominating and Corporate Governance Committee was comprised of Jay C. Hoag,Bruce Levenson, the Chair of the Committee, Leonard P. Forman, and Roger M. Marino. Mr. Levenson joined

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the Committee upon his election to the Board in February 2015. The Nominating and Corporate Governance Committee’s responsibilities include:

The Nominating and Corporate Governance Committee met threetwo times in 2015.

2018. The processes and procedures followed by our Nominating and Corporate Governance Committee in identifying and evaluating directorDirector candidates are described below under the heading “Director Nomination Process”.Process.”

Director Nomination Process

The process followed by the Nominating and Corporate Governance Committee to identify and evaluate directorDirector candidates includes meeting, from time to time, to evaluate biographical information and background material relating to potential candidates, interviewing selected candidates, and recommending prospective candidates for the Board’s consideration and review.

Generally, the Committee identifies candidates through the personal, business and organizational contacts of the directors and management.

In identifyingevaluating prospective directorDirector candidates, the Committee may consider all facts and circumstances that it deems appropriate or advisable, including, among other things, the skills of the prospective directorDirector candidate, his or her depth and breadth of business experience or other background characteristics, his or her independence and the needs of our Board. Certain criteria are set forth in our Corporate Governance Guidelines and include the candidate’s integrity, business acumen, knowledge of the Company’s business and industry, and experience. The Committee does not assign specific weights to particular criteria, although it does consider the following minimum qualifications:

The Board may also consider other qualities such as an understanding of, or experience in, online media, finance, and/or marketing as well as leadership experience within public companies. Our Board of Directors believes that the backgrounds and qualifications of its directors,Directors, considered as a group, should provide a composite mix of experience, knowledge, and abilities that will allowallows our Board of Directors to fulfill its responsibilities.

In addition to the foregoing factors, the Committee may also consider diversity in its evaluation of candidates for Board membership. The Board believes that diversity with respect to viewpoint, skills, and experience should be an important factor in Board composition. The Committee ensures that diversity considerations are discussed in connection with each potential nominee, as well as on a periodic basis, in connection with the composition of the Board as a whole.

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Stockholders may recommend individuals to the Nominating and Corporate Governance Committee for consideration as potential directorDirector candidates by submitting their names, together with appropriate biographical information and background materials, and a statement as to whether the stockholder or group of stockholders making the recommendation has beneficially owned more than 5% of our common stock for at least a year as of the date such recommendation is made, to TechTarget, Inc., 275 Grove Street, Newton, MAMassachusetts 02466, Attn:

Corporate Secretary. Assuming that appropriate biographical and background material has been provided onin a timely basis,manner, the Nominating and Corporate Governance Committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.

If the Board determines to nominate a stockholder-recommended candidate and recommends his or her election, then his or her name will be included in the Company’s proxy statement for the next annual meeting assuming the nominee consents to such inclusion.

Communications with the Independent Directors

Our Board of Directors will give appropriate attention to written communications that are submitted by stockholders, and will respond if, and as, appropriate. The Chairman of the Board of Directors is primarily responsible for monitoring and responding to communications from stockholders and other interested parties and for providing copies to our Board ofother Directors or to the individual directorDirector so designated on a periodic basis, as he considers appropriate.

Unless any communication is marked confidential and is addressed to a particular Board member, the Chairman of the Board, of Directors, prior to forwarding any correspondence, will review such correspondence and, in his discretion, will not forward items if they are deemed to be of a commercial, irrelevant, or frivolous nature or otherwise inappropriate for consideration by our Board of Directors.

Board. Interested parties may send written communications to our Board of Directors at the following address: TechTarget, Inc., 275 Grove Street, Newton, MA 02466;Massachusetts 02466, Attention: Chairman of the Board, of Directors; or to the attention of an individual director.Director.

The Board’s Role in Risk Oversight

The Board of Directors is primarily responsible for oversight of the Company’s risk management. As such, it regularly reviews issues that present particular risks to the Company, including those involving competition, customer demands, economic conditions, planning, strategy, finance, sales and marketing, products, information technology and cybersecurity, facilities and operations, and legal and regulatory compliance issues. Additionally, the Board relies on the Audit Committee to oversee issues related to financial risks and exposures, particularly financial reporting, tax, accounting, financial disclosures, internal control over financial reporting, financial policies, investment guidelines, and credit and liquidity matters. The Board believes that this approach provides appropriate checks and balances against undue risk taking. We believe that our leadership structure supports the risk oversight function of the Board. With two members of management, specifically our Executive Chairman and our CEO, serving on the Board, they are able to facilitate open communication between the Company’s management team and Directors relating to risk and help ensure that these risks are appropriately assessed, managed, and mitigated.

Compensation Risks. The Board relies on the Compensation Committee to evaluate the Company’s compensation programs to ensure that they do not create undue risk-taking in the performance ofattempting to achieve Company goals. To assist the Compensation Committee in its evaluation in 2018, management conducted a risk analysis of the structure of the Company’s compensation policies and practices, including the design and metrics of its performance-based compensation programs, and reported the results to the Compensation Committee. Management analyzed each plan generally as well as each performance goal under each plan, in conjunction with the business process or processes involved in attaining the performance goal. Management considered any mitigating factors, including internal controls designed to prevent fraud or manipulation of business processes and operations, in its evaluation. For example, there is an inherent risk of manipulation in the recognition of revenue and the pricing and processing of orders in the Company’s business. In order to mitigate these risks, the Company has established numerous processes and controls regarding pricing, revenue recognition, accounts receivable, order processing, and expenses, including independent reviews of the various components of revenue and expense, and a multidisciplinary contracts management process that has multiple approval and signatory levels, and seeks to prevent any deviation from or circumvention of the processes. In addition to the numerous internal controls which require multidisciplinary review, BDO, the Company’s independent auditor,registered public accounting firm also reviews all components ofthe interim financial statements included in our quarterly and annual financial reportingreports on Form 10-Q  and audits the Company’s annual financial statements. Management presented its analysis to the Compensation Committee in April 2016.2019. Based on the analysis, the Committee concluded that the Company’s performance-based compensation plans did not create risks that would be reasonably likely to have a material adverse effect on the Company.

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Code of Business Conduct and Ethics

We have adopted a written Code of Business Conduct and Ethics (“Code”) that applies to our directors,Directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, orand persons performing similar functions. We have posted the Code of Business Conduct and Ethics on our website, which is located at www.techtarget.com.www.techtarget.com. In addition, we will disclose on our website if any all amendments to, or waivers granted to any Director or executive officer or director from, any provision of the Code of Business Conduct and Ethics.Code.  

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DIRECTOR COMPENSATIONCOM

PENSATION

Directors who are also employees will continue to receive no compensation for their service as a director.Director. All non-employee directors receiveDirectors received the following compensation:

·compensation in 2018: (i) a base annual retainer of $20,000;

· (ii) a fee of $1,500 for attendance at each Board meeting;

· (iii) a fee of $1,000 for attendance at each committeeCommittee meeting; and

· (iv) an annual grant of options to purchase, at the fair market value aton the timedate of issuance, 2,500grant, 5,000 shares of our common stock, which options were immediately exercisable.are exercisable on the first anniversary of the date of grant. New non-employee Directors receive an initial grant of 2,500 options upon the commencement of service with the Company.

In addition, eachEach non-employee directorDirector also receives, on an annual basis, the following retainer amounts for service as follows:committee service: each member of the Audit Committee: $5,000; each member of the Compensation Committee: $2,500; and each member of the Nominating and Corporate Governance Committee: $2,500. Also,In addition to the retainers for committee service, each committee chairperson also receives the following additional annual retainers: Chair of the Audit Committee: $10,000; Chair of the Compensation Committee: $5,000; and Chair of the Nominating and Corporate Governance Committee: $5,000. Directors are also reimbursed for actual out-of-pocket expenses incurred in attending any meetings.

In accordance with the terms of our non-employee directorDirector compensation program described above, which is reviewed and approved annually by the Compensation Committee, directorsDirectors receive restricted stock units (RSUs)Restricted Stock Units (“RSUs”) in lieu of cash payments for their retainers and meeting attendance fees under our 20072017 Stock Option and Incentive Plan. These RSUs are valued at the fair market value on the date of grant and are fully vested upon grant.

In the event that we add additional non-employee Directors to our Board, we may grant additional amounts of equity compensation based on the available benchmarking data for directors of comparable companies as well as other relevant factors, such as that person’s experience in our industry, unique skills and knowledge, and the extent to which we expect that person will serve on and/or chair any committees.

2015Fiscal 2018 Director Compensation

The following table details the compensation paid during 2015 tofor 2018 of our non-employee directors:Directors:

(1)                  The amounts in the “Stock Awards” column reflect the aggregate grant date fair value of the RSU awards granted to each director during 2015, computed in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718, or ASC 718. For the assumptions used to calculate the fair value of the equity awards granted, see Note 10 to our 2015 audited financial statements in our annual report on Form 10-K.

(2)                  The amounts in the “Options Awards” column reflect the aggregate grant date fair value of the option awards granted to each director during 2015, computed in accordance with ASC 718. We use the Black-Scholes option pricing model to determine the fair value of option awards. For the assumptions used to calculate the fair value of the option awards granted, see Note 10 to our 2015 audited financial statements in our annual report filed on Form 10-K.

(3)                  Due to the timing of Mr. Levenson’s election in February 2015, includes 2015 and 2016 Board and committee retainers.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview and Compensation Philosophy

The primary objectives of our Compensation Committee and our Board of Directors with respect to executive compensation are to attract, retain and motivate executives who make important contributions to the achievement of our business goals, and to align the incentives of our executives with the creation of long-term value for our stockholders. The Compensation Committee implements and maintains compensation plans in order to enhance the likelihood that we achieve these objectives. Our executive compensation program is designed to attract and retain those individuals with the skills necessary for us to achieve our long-term business goals, to motivate and reward individuals who perform at or above the levels that we expect, and to link a portion of each executive officer’s compensation to the achievement of our business objectives. It is also designed to reinforce a sense of ownership, urgency and overall entrepreneurial spirit. Further, our executive compensation program is designed in a manner that we believe aligns the interests of our executive officers with those of our stockholders by providing a portion of our executive officers’ compensation through equity-based awards.

Compensation Committee

Our current executive compensation policies and objectives were developed and implemented by our Compensation Committee which, during 2015, consisted of four independent directors. The Compensation Committee reviews and approves compensation for our executive officers with input from our Chief Executive Officer. Mr. Strakosch typically makes recommendations to the Committee regarding the compensation of the executive officers, based from time to time in part upon the periodic benchmarking exercise described on page 22. Mr. Strakosch plays no role in determining his own salary, bonus or equity compensation.

Our Compensation Committee annually reviews our executive compensation program to assess whether the program provides adequate incentives and motivation to our executive officers, and whether it adequately compensates our executive officers. In addition to addressing cash compensation matters for our executive officers, which include base salary and annual bonus plan and targets, our Compensation Committee reviews and approves equity grants to executive officers and employees who are not executive officers.

Elements of Executive Compensation

Executive compensation consists of the following elements:

· base salary;

· annual bonus;

· equity incentive compensation; and

· employee benefit plans.

We view these elements of compensation as related but distinct. Although our Compensation Committee reviews total compensation, we generally do not believe that significant compensation derived from one element of compensation should necessarily negate or reduce compensation from other elements. We assess the appropriate level for each compensation component based on our view of internal fairness and consistency and other considerations we deem relevant, such as the executives’ equity ownership position. We may also from time to time review executive compensation levels at other companies with which we compete. For 2015, our overall mix of executive compensation continued to include a balance of cash and non-cash compensation, taking into consideration existing long-term equity awards.

Base Salary. Base salaries are used to recognize the experience, skills, knowledge and responsibilities required of all our employees, including our executives. Base salaries for our executives typically have been set in our offer letter to the executive at the outset of employment. None of our executives is currently party to an employment agreement that provides for automatic or scheduled increases in base salary. We set base salary compensation for our executive officers at a level we believe enables us to retain and motivate and, as needed, hire individuals in a competitive environment, so that our executive officers will contribute to our overall business goals. We may also take into account the base salary compensation that is payable by companies that we believe to be our competitors and by other comparable private and public companies with which we believe we generally compete for executives. The Compensation Committee reviews base salaries periodically, most recently in late 2014 for the 2015 fiscal year, and adjusts them from time to time as appropriate after taking into account an individual’s responsibilities, performance, skills specific to our business and industry experience, as well as the limited

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benchmarking described above. For 2015, the annual base salary for each of our named executive officers remained unchanged from his or her annual base salary for 2014.

Executive Incentive Bonus Plan

Plan Performance Metrics and Individual Goals. We designed our executive bonus plan in a manner we believe will focus and motivate our management on achieving key company financial objectives and reward our management for achievement of these true measures of operating performance. In December 2014, our Board of Directors approved the Executive Incentive Bonus Plan, or Bonus Plan, goals for 2015. As in past years beginning in 2011, the Compensation Committee concluded that Revenue (as defined by Generally Accepted Accounting Principles, or GAAP) and Adjusted Earnings Before Income Taxes, Depreciation and Amortization, or Adjusted EBITDA, were the appropriate measurements of our performance with respect to the Bonus Plan. In 2015, the Compensation Committee once again determined that each of Revenue and Adjusted EBITDA were of equal importance and assigned an equal weighting to each metric.

Adjusted EBITDA is a non-GAAP financial measure defined as EBITDA (which is defined as net income (loss) before interest expense (income) net, foreign exchange, provision for (benefit from) income taxes, depreciation and amortization), as further adjusted to exclude stock-based compensation, secondary offering costs and other one-time charges. For a detailed discussion of Adjusted EBITDA, you should refer to our Annual Report on Form 10-K for the fiscal year ended December 31, 2015.

In establishing the relevant Revenue and Adjusted EBIDTA targets used in the Bonus Plan for fiscal 2015, the Compensation Committee reviewed the Company’s 2015 budget. The Committee determined that the financial targets should, as in past years, be based on the Company’s current year budget. The Committee also took into consideration the Company’s actual performance against its 2014 budget. Based on those two factors, the Committee increased the 2015 targets against the prior year period.

After the Compensation Committee established the Bonus Plan goals, it assigned a target bonus amount to each executive officer based on a recommendation from Mr. Strakosch and various factors noted above including consideration of the Company’s annual budget. Mr. Strakosch’s target bonus amount was determined by the Compensation Committee based on the various factors noted above without input from Mr. Strakosch. The Compensation Committee approved the following target bonus amounts for Messrs. Strakosch, Cotoia, Beam and Hawk and Ms. Kelliher for 2015: $145,000, $110,000, $110,000, $70,000 and $50,000, respectively.

Plan Operation. In order for our executive officers to earn a bonus under the Bonus Plan, the minimum threshold of 90% of the Adjusted EBITDA and/or Revenue (as applicable) bonus target must be achieved. The targets for each metric were measured on a cumulative quarterly basis. If the applicable 90% threshold is achieved, then each of our executive officers would earn 50% of that quarter’s portion of the applicable metric’s allocation (50%) of their targeted bonus amount. Furthermore, each of our executive officers could earn an additional 5% within each metric for each additional 1% of the Adjusted EBITDA and/or Revenue (as applicable) bonus target achieved over 90%, until 100% of the Adjusted EBITDA and/or Revenue bonus target (as applicable) for that quarter, or cumulative quarters, was achieved. In the event that both Adjusted EBITDA and Revenue are greater than 100%, then the executive could earn more than his or her respective target bonus, and the portion of the bonus in excess of each executive’s target would be payable in common stock of the Company.  In the event that performance is less than 90%, no bonus would be earned.

The Bonus Plan provided for quarterly payments to the named executive officers based on the portion of the annual financial metrics allocated to each quarter under the Bonus Plan. The Bonus Plan provided that such quarterly payments made to the named executive officers, if any, could be recovered by the Company for subsequent quarterly performance (the “claw-back”), and that the named executive officers could receive the payment (or a portion thereof) applicable to a prior quarter for which the applicable metrics were not achieved in the event that the aggregate amount of the metrics, on a cumulative basis, were achieved over multiple quarters. With respect to the claw-back, the Bonus Plan provided that, at the end of fiscal 2015, if the aggregate amount of quarterly payments had resulted in an overpayment (that would not have been made if the payments had been made on a one-time basis at the end of fiscal 2015), the named executive officers would be required to repay the Company in the amount of the overpayment. Such repayment would be made over a six-month period in the form of offsets to other compensation payments owed to the named executive officer; provided that, in the event that the employment of a named executive officer were terminated for any reason, the full amount of any overpayment then due and owing to the Company would become immediately due and payable.

The Bonus Plan also provided that no quarterly payment could exceed twenty-five percent of the applicable named executive officer’s target bonus amount and that any payments in excess of such targeted bonus amount would only be paid in the event

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that the annual financial metrics were exceeded. All other material terms of the Bonus Plan also remained the same as in 2014, which terms are consistent with the terms of annual performance bonus plans that have been in place for our executive officers since 2002.

2015 Plan Performance. In 2015, the Company produced cumulative Adjusted EBITDA and Revenue, respectively, in the following percentages of the applicable quarterly and annual targets, which resulted in the following performance relative to the bonus Plan targets:

This resulted in overall Plan performance for 2015 of 30%.  Our executive officers received the following payouts, subject to the clawback as described in footnote 1 to the table:

(1)         Represents aggregate quarterly cash payments to each executive officer in respect of performance for the first three quarters of 2015.  Based on full year 2015 performance under the Bonus Plan, the Company will claw back payments through retention of any first and second quarter 2016 payments otherwise due under the 2016 Executive Incentive Bonus Plan as follows:  Mr. Strakosch - $32,625; Ms. Kelliher - $11,250; Mr. Cotoia - $24,750; Mr. Beam - $24,750; and Mr. Hawk - $15,750.  If there are no payments otherwise due under the 2016 Bonus Plan in respect of the first two quarters of 2016, the Company will make other arrangements for the clawback of the compensation not later than June 30, 2016.

Equity Incentive Compensation. We grant restricted stock units, or RSUs, to attract, motivate and retain employees. We believe that RSUs and other equity awards are an important component of an executive’s overall compensation package, which can be effective in rewarding the long-term performance of our executives. We believe that this compensation philosophy, in turn, may contribute to long-term value for our stockholders. All of our executive officers and a majority of our key employees have received stock option grants under our 1999 Stock Option Plan and stock options and/or RSU grants under our 2007 Stock Option Plan. We believe that the vesting feature of our equity grants increases executive retention by providing an incentive to remain in our employ during the vesting period, which is typically multi-year.

We typically make an initial equity award to each new executive in connection with the start of his or her employment. Other than with respect to new hire awards, we typically grant RSU awards once per year to a select group of employees, typically in August and generally only during open trading windows.  We do not typically grant the same individuals an award each year.  Further, we do not routinely grant each named executive officer an RSU award each year.  We may grant any individual executive officer an RSU award periodically.  All grants of equity awards are approved by the Compensation Committee either as part of the annual grant process or at other times during the year. RSUs typically vest in equal tranches once per year on the anniversary of the grant date over a three year period.

In determining equity awards, our Compensation Committee considers the Company’s business and financial performance, the executive’s performance and future potential, the award value relative to other executives’ awards, and the value of

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previous awards and amount of outstanding unvested equity awards. The Committee also considers the recommendations of our CEO with respect to awards to the executive officers and employees other than the CEO, and, from time to time, the external data described in the “Benchmarking of Compensation and Equity” section below.

2015 Equity Grants. In August 2015, the Compensation Committee granted Ms. Kelliher 12,000 RSUs which vest one-third per year over three years. The Committee made this award to Ms. Kelliher in recognition of her performance and contributions to the Company as well as her expected future contributions. Based on the Company’s and Committee’s philosophy that each executive officer should not receive an RSU grant each year, there were no other equity awards made to executive officers during 2015.

Employee Benefit Plans. Our employees, including our executive officers, are entitled to the following employee benefits: medical, dental and vision care plans; supplemental vision care plan; flexible spending accounts for healthcare and dependent care; pretax transportation account; life, accidental death and dismemberment and disability insurance; and a 401(k) plan with pre-tax and Roth options. Under our 401(k) plan, we may provide a discretionary matching contribution to all employees after they meet all eligibility requirements. Currently, we match fifty cents of each dollar of compensation contributed by the participant up to a maximum of $2,000 per year. The employer contributions vest over a four-year period commencing on the employee’s hire date.

Advisory Vote on Executive Compensation. At our 2011 Annual Meeting of Stockholders, a majority of stockholder votes were cast for a say-on-pay vote once every three years. The Compensation Committee considered this stockholder vote and determined to hold stockholder advisory votes on our executive compensation program once every three years. At the 2014 Annual Meeting of Stockholders, a majority of stockholders votes were cast for the compensation of the named executive officers as disclosed in the 2014 Proxy Statement. The Compensation Committee noted the affirmative vote on the Company’s executive compensation program as it determined executive officer compensation for 2016. We will next conduct an advisory vote on the frequency of the say-on-pay vote, as well as the advisory vote on executive compensation, at the 2017 Annual Meeting of Stockholders.

Employment Agreements

Each of the named executive officers is party to an employment agreement with the Company which provides for certain benefits while employed at the Company, including base salary, bonus, treatment of equity in the event of a termination of employment under certain circumstances or a change of control. These terms are described in more detail under the heading “Employment Agreements and Potential Payments Upon Termination or Change of Control”. The Company believes that retention of its executive officers is critical to the operation of the Company and has made the decision to provide these benefits in the employment agreements. In consideration of these benefits, the executive in each instance has agreed not to (i) compete with the Company, (ii) employ or solicit any employee of the Company, or (iii) solicit or encourage a customer or supplier of the Company to terminate or modify adversely its relationship with the Company. The non-compete and non-solicit obligations extend for one year post-termination for Mr. Strakosch and nine months post-termination for the other named executive officers. The executive officers’ employment agreements are described in more detail on page 29 under the heading “Employment Agreements and Potential Payments Upon Termination or Change in Control”.

Tax Considerations

Section 162(m) of the Internal Revenue Code of 1986, as amended, generally disallows a tax deduction for compensation in excess of $1.0 million paid to our Chief Executive Officer, our Chief Financial Officer, and our three other most highly paid executive officers (other than our CEO and CFO). Qualifying performance-based compensation is not subject to the deduction limitation if specified requirements are met. We generally intend to structure the performance-based portion of our executive compensation, when feasible, to comply with exemptions in Section 162(m) so that the compensation remains tax deductible to us. However, our Compensation Committee may, in its judgment, authorize compensation payments that do not comply with the exemptions in Section 162(m) when it believes that such payments are appropriate to attract and retain executive talent.

Benchmarking of Compensation and Equity

The Committee believes that using peer company compensation information in its executive compensation determinations may sometimes be appropriate and can be a meaningful factor in determining cash and equity compensation. The Committee also believes that reviewing such external data may not always be relevant and also relies on other factors, including company performance and the Committee’s own substantial business and industry experience, in setting executive compensation.

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From time to time, including most recently in 2014, the Committee reviewed peer company information and data compiled by Company officers from publicly available information regarding the following companies: WebMD, QuinnStreet, DemandMedia, Dice Holdings, BankRate, The Knot, TheStreet.com and TripAdvisor. This group of peer companies was determined to have been appropriate by the Committee because of their characteristics and industry focus that are similar to ours. With regard to our CEO and CFO, given that we believe the role and responsibilities for those positions are generally consistent from company to company, we review from time to time the compensation of those titled positions as detailed in public company filings and certain private company data for companies with similar financial and operational characteristics, including market capitalization (where applicable), revenue, profitability, headcount, industry and geography. Additionally, for the other three members of our executive management team, whose positions are more distinct and may not be as readily benchmarked by title, when we benchmark their compensation, we attempt to find analogous positions in other public and private companies in our industry with similar financial and operational characteristics by function and responsibilities.

The Compensation Committee took this information into consideration when setting compensation for our executive officers in 2015 and 2016. The Committee also considered additional individual factors that contribute to the executive’s value to the Company, such as length of service and specific skills that make an executive officer uniquely key to our success. Based on the Committee’s review of the compensation data available on the executives in the Company’s peer group, the Committee determined that the base salary and target bonus for each executive officer for 2015 and 2016 would remain unchanged from 2014.

Neither the Committee nor the Company has retained a compensation consultant. The Committee during 2015 was comprised of Leonard Forman, Jay C. Hoag, Bruce Levenson and Robert Burke. Mr. Hoag, either personally or on behalf of the TCV funds, represented substantial stockholders of our Company. The Compensation Committee members reviewed and approved the compensation of our executive officers, relying in part on their substantial business experience.

Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the section of this Proxy Statement entitled “Compensation Discussion and Analysis”. Based on this review and discussion, the Compensation Committee has recommended to the Board of Directors that such section be included in this Proxy Statement and incorporated by reference in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015.

By the Compensation Committee of the Board of Directors

Jay C. Hoag, Chair

Robert D. Burke

Leonard P. Forman

Our 2007 Stock Plan is administered by our Compensation Committee. Our Compensation Committee has full power and authority to select the participants to whom awards will be granted, to make any combination of awards to participants, to accelerate the exercisability or vesting of any award and to determine the specific terms and conditions of each award, subject to the provisions of the 2007 Stock Plan. All full-time and part-time officers, employees, directors and other key persons (including consultants and prospective employees) are eligible to participate in our 2007 Stock Plan.

The exercise price of stock options awarded under our 2007 Stock Plan may not be less than the fair market value of the common stock on the date of the option grant. Our Compensation Committee will determine at what time or times each option may be exercised (provided that in no event may it exceed ten years from the date of grant) and, subject to the provisions of our 2007 Stock Plan, the period of time, if any, after retirement, death, disability or other termination of employment during which options may be exercised. The stock options granted to our executives typically vest as follows: 25% of the number of shares covered by the option on the first anniversary of the date of grant and 6.25% of the number of shares covered by the option for the twelve quarters thereafter. The term of the options is between six and ten years. Prior to the exercise of an option, the holder has no rights as a stockholder with respect to the shares subject to such option, including voting rights and the right to receive dividends or dividend equivalents.

Restricted stock and deferred stock awards may also be granted under our 2007 Stock Plan. Restricted stock awards are shares of our common stock that vest in accordance with terms and conditions established by our Compensation Committee. The Compensation Committee may impose whatever conditions to vesting it determines to be appropriate. Shares of restricted stock that do not vest are subject to our right of repurchase or forfeiture. Deferred stock awards are units entitling the recipient to receive shares of stock paid out on a deferred basis, and subject to such restrictions and conditions, as the Compensation Committee shall determine. Our Compensation Committee will determine the number of shares of restricted stock or deferred stock awards granted to any employee. Our 2007 Stock Plan also gives the Compensation Committee discretion to grant stock awards free of any restrictions.

RSU awards entitle the recipient to receive shares of common stock to be delivered at the time the RSUs vest subject to any deferral plan that a named executive officer may elect to put in place. RSU awards to our named executive officers generally vest in annual installments over three years, subject to the specific grant terms detailed above. Beginning with awards made in August 2015, delivery dates for vested RSUs are selected by the Company to spread out the deliveries over a few months following the vesting date, rather than on the anniversary of the grant date.  Also beginning in August 2015, the Company (rather than the award recipient) has the option to direct an award recipient to satisfy his or her tax liability with respect to vesting of awards and delivery of shares by a net issuance of shares, among other methods.  Upon termination of employment, except as provided under the respective executive’s employment agreement as specified below, unvested RSUs automatically terminate and will be forfeited. Until shares of common stock are delivered, generally at the time the RSUs vest (unless delivery thereof is deferred), the holder has no rights as a stockholder with respect to the shares subject to such RSUs, including voting rights and the right to receive dividends or dividend equivalents. The rights and interests in the RSUs may not be sold, assigned, encumbered or otherwise transferred except, in the event of death, by will or by the laws of descent and distribution. In the event the executive’s employment with us is terminated by reason of death or disability or by us for a reason other than cause (as defined in the applicable named executive officer’s employment agreement), then the number of RSUs which will be vested will be determined in accordance with the applicable executive’s employment agreement (as summarized below).

Our Compensation Committee also may grant awards under our 2007 Stock Plan that are intended to be “qualified performance-based” compensation under Section 162(m) of the Internal Revenue Code.

No awards may be granted under the 2007 Stock Plan after the tenth anniversary of the effective date of the 2007 Stock Plan and, in the case of incentive stock options, after April 20, 2017. In addition, our Board of Directors may amend or discontinue the 2007 Stock Plan at any time and our Compensation Committee may amend or cancel any outstanding award for the purpose of satisfying changes in law or for any other lawful purpose. No such amendment may adversely affect the rights under any outstanding award without the holder’s consent. Other than in the event of a necessary adjustment in connection with a change in our stock or a merger or similar transaction, our Compensation Committee may not “reprice” or otherwise reduce the exercise price of outstanding stock options. Unless our Compensation Committee provides otherwise, our 2007 Stock Plan does not generally allow for the transfer of awards and only the recipient of an award may exercise an award during his or her lifetime.

See “Potential Payments Upon Termination or Change in Control” for a description of the effect of a termination of employment and/or change in control on the vesting schedules of stock options and RSUs granted to our executive officers.

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Outstanding Equity Awards at Fiscal Year End for 2015

The following table summarizes the outstanding equity award holdings held by our named executive officers as of December 31, 2015.