UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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COMSCORE, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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11950 Democracy Drive,
Reston, Virginia 20190
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 21, 2015
To the Stockholders of comScore, Inc.:
Notice is hereby given that the 20152019 Annual Meeting of Stockholders (the “2015“2019 Annual Meeting”) of comScore, Inc. (the “Company”“company,” “Comscore,” “we” or “our”) will be held at the Company’s officesCarr Workplaces, located at 11950 Democracy Drive,1818 Library Street, Suite 600,500, Reston, Virginia 20190 on Tuesday, July 21, 2015,June 10, 2019, at 11:1510:00 a.m. ET, Eastern Time for the following purposes:
1) | to elect the three nominees named in this proxy statement as Class III directors to serve for terms expiring at our 2022 annual meeting of stockholders, to hold office until their respective successors have been duly elected and qualified; |
2) | to approve, on anon-binding advisory basis, the compensation paid to our named executive officers; |
3) | to ratify the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2019; and |
4) | to transact any other business that is properly brought before the meeting or any adjournment or postponement thereof. |
Stockholders of record at the close of business on June 5, 2015April 25, 2019 are entitled to notice of, and to vote at, the 20152019 Annual Meeting or any adjournment or postponement thereof. The presence, in person or represented by proxy, of shares of the Company’s common stock representing a majority of shares of the Company’s common stockcompany’s Common Stock issued and outstanding on the record date will be required to establish a quorum at the 20152019 Annual Meeting.
We are furnishing our proxy materials to all of our stockholders over the Internet rather than in paper form. We believe that this delivery process reduces our environmental impact and lowers the costs of printing and distributing our proxy materials without affecting our stockholders’ timely access to this important information. Accordingly, stockholders of record at the close of business on June 5, 2015,April 25, 2019 will receive a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) and may vote at the 2015 Annual Meeting and will receive notice of any postponements or adjournments of the meeting. The Notice of Internet Availability is being distributed to stockholders beginning on or about June 11, 2015.
Your vote is very important. Whether or not you plan to attend the 20152019 Annual Meeting, we encourage you to read the proxy statement and vote as soon as possible. For specific instructions on how to vote your shares, please refer to the section in the Proxy Statementproxy statement entitled “Questions and Answers About the 20152019 Annual Meeting and Procedural Matter”Matters” and the instructions onin the Notice of Internet Availability. If you are a stockholder of record of the Company’s common stock,company’s Common Stock, you may cast your vote by proxy or in person at the annual meeting.2019 Annual Meeting. If your shares are held in an account atby a brokerage firmbank, broker or bank,other nominee, you should instruct itsuch nominee on how to vote your shares.
Thank you for your continued support of comScore.
Reston, Virginia | By Order of the Board of Directors, | |
April 30, 2019 | ||
Carol A. DiBattiste General Counsel & Chief Compliance, Privacy and |
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on June 10, 2019.
This proxy statement and our Annual Report on Form10-K for the year ended December 31, 2018 are available at www.astproxyportal.com/ast/25890
COMSCORE, INC.
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 21, 2015
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COMSCORE, INC.
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 21, 2015
In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission or SEC,(“SEC”), we are pleased to provide access to our proxy materials over the Internet to all of our stockholders rather than in paper form. Accordingly, a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) has been mailed to our stockholders beginning on or about June 11, 2015.May 1, 2019. Stockholders will have the ability to access the proxy materials on the website listed above, or to request that a printed set of the proxy materials be sent to them by following the instructions in the Notice of Internet Availability. By furnishing a Notice of Internet Availability and access to our proxy materials by the Internet, we are lowering the costs and reducing the environmental impact of our annual meeting.
The Notice of Internet Availability will also provide instructions on how you may request that we send future proxy materials to you electronically by electronic maile-mail or in printed form by mail. If you chooseelect to receive future proxy materials by electronic mail,e-mail, you will receive an electronic maile-mail next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by electronic maile-mail or printed form by mail will remain in effect until you terminate it. We encourage you to chooseelect to receive future proxy materials by electronic mail,e-mail, which will allow us to provide you with the information you need in a more timely manner, will save us the cost of printing and mailing documents to you, and will conserve natural resources.
This proxy statement and accompanying proxy card and notice are expected to bebeing made available or distributed to stockholders beginning on or about June 11, 2015.May 1, 2019.
Q: | Why am I receiving these proxy materials? |
A: | The Board of Directors (the “Board”) of comScore, Inc. (the |
Q: | Where is the |
A: | The |
Q: | Can I attend the |
A: | You are invited to attend the |
Q: | Who is entitled to vote at the |
A: | You may vote your shares of |
Q: | What is the difference between holding shares as a stockholder of record |
A: | If your shares are registered directly in your name with |
If you hold your shares through a bank, broker or another nominee, you are considered the “beneficial owner” of shares held in “street name,” and the Notice of Internet Availability has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares, the stockholder of record. As a beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares. Please refer to the voting instruction card provided by your bank, broker or other nominee. You are also invited to attend the 2019 Annual Meeting. However, because a beneficial owner is not the stockholder of record, you may not vote these shares in person at the 2019 Annual Meeting unless you obtain a “legal proxy” from the bank, broker or other nominee that holds your shares, giving you the right to vote the shares at the 2019 Annual Meeting.
Q: | How can I vote my shares in person at the |
A: | Shares held in your name as the stockholder of record may be voted in person at the |
Q: | How can I vote my shares without attending the |
A: | Whether you hold shares directly as the stockholder of record or beneficially in street name, you may direct how your shares are voted without attending the |
By Telephone or Internet – Stockholders of record may vote by telephone or the Internet by following the instructions on the Notice of Internet Availability to access the proxy materials. If you are a beneficial owner of Common Stock held in street name, please check the voting instructions provided by your bank, broker or other nominee for telephone or Internet voting availability.
By mail – Stockholders of record may request a paper proxy card from Comscore by following the procedures outlined in the Notice of Internet Availability. If you elect to vote by mail, please indicate your vote by completing, signing and dating the proxy card where indicated and by returning it in the prepaid envelope that will be included with the proxy card. Proxy cards submitted by mail must be received by the time of the meeting in order for your shares to be voted. Comscore stockholders who hold shares beneficially in street name may vote by mail by completing, signing and dating the voting instructions provided by their bank, broker or other nominee and mailing them in the accompanyingpre-addressed envelopes.
Q: | How many shares must be present or represented by proxy to conduct business at the |
A: | The presence of the holders of a majority of the shares of Common Stock issued and outstanding and entitled to vote at the |
Q: | What proposals will be voted on at the |
A: | The proposals scheduled to be voted on at the |
The election of the |
2) | The approval, on anon-binding advisory basis, of the compensation paid to our named executive officers (known as “Say on Pay”); and |
3) | The ratification of the appointment of |
Q: | What is the |
A:Proposal | Vote Required | Broker Discretionary Voting Allowed | |||
Proposal | Plurality of | No | |||
Proposal No. 2 – Say on Pay Advisory Vote | Affirmative vote of | No |
Proposal No. 3 – Ratification of Appointment of Independent Registered Public Accounting Firm | Affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote | Yes |
Q: | How are votes counted? |
A: | You may vote “FOR” or “WITHHOLD” on each of the nominees for election as director (Proposal directors for their respective term of office. |
You may vote “FOR,” “AGAINST” or “ABSTAIN” on the proposals to approve, bynon-binding advisory vote, executive compensation (Proposal No. 2) and to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm (Proposal No. 3). An abstention has the same effect as a vote against these proposals.
All shares entitled to vote and represented by properly executed proxies received prior to the 2019 Annual Meeting (and not revoked) will be voted at the 2019 Annual Meeting in accordance with the instructions indicated.
Q: | How does the Company’s director resignation policy work? |
A: | Our Board has adopted a director resignation policy, which provides that any nominee for director who receives a majority of “withhold” votes in an uncontested election of directors is expected to tender his or her resignation promptly following the certification of the election results. In such event, the Nominating and Governance Committee will promptly consider the tendered resignation and will recommend to the Board whether to accept or reject the resignation. The Board will act on the |
Q: | What if I do not specify how my shares are to be voted? |
A: | If you are a stockholder of record and you submit a proxy, but you do not provide voting instructions, your shares will be voted as recommended by the |
If you are a beneficial owner and you do not provide the bank, broker or other nominee that holds your shares with voting instructions, the bank, broker or other nominee will determine if it has the discretionary authority to vote on the particular matter. Under applicable regulations, banks, brokers and other nominees have the discretion to vote on routine matters, such as Proposal No. 3, but do not have discretion to vote onnon-routine matters, such as Proposal
No. 1 and Proposal No. 2, which results in a “brokernon-vote.” Therefore, if you do not provide voting instructions to your bank, broker or other nominee, such nominee may only vote your shares on Proposal No. 3 and on any other routine matters properly presented for a vote at the 2019 Annual Meeting.
Q: | What is the effect of a brokernon-vote? |
A: | A brokernon-vote with respect to a proposal occurs when shares are held by a bank, broker or other |
Brokernon-votes will be counted for purposes of calculating whether a quorum is present at the 2019 Annual Meeting, but they will not be counted for purposes of determining the number of votes present in person or represented by proxy and entitled to vote with respect to a particular proposal. Thus, brokernon-votes will not impact our ability to obtain a quorum and will not otherwise affect the outcome of the vote on a proposal that requires a plurality of votes cast (Proposal No. 1) or the approval of a majority of the shares present in person or represented by proxy and entitled to vote (Proposal No. 2 and Proposal No. 3).
Q: | What is the effect of not casting a vote at the |
A: | If you are the stockholder of record of your shares and you do not vote by proxy card, via telephone, via the Internet or in person at the |
Q: | How does the Board of Directors recommend that I vote? |
A: | The Board |
1) | “FOR” each of the |
2) | “FOR” the approval, on anon-binding advisory basis, of the compensation of the named executive officers (Proposal No. 2); and |
3) | “FOR” the ratification of the appointment of |
Q: | What happens if additional matters are presented at the |
A. | If any other matters are properly presented for consideration at the |
Q: | Can I change my vote? |
A: | If you are the stockholder of record, you may change your vote by (1) |
If you are a beneficial owner of shares held in street name, you may change your vote, subject to any rules your bank, broker or other nominee may have, at any time before your proxy is voted at the 2019 Annual Meeting, (1) by submitting new voting instructions to your bank, broker or other nominee or (2) if you have obtained a legal proxy from the bank, broker or other nominee that holds your shares giving you the right to vote your shares, by attending the 2019 Annual Meeting and voting in person.
Q: | What happens if I decide to attend the |
A: | You may attend the |
If a bank, broker or other nominee beneficially holds your shares in street name and you wish to attend the 2019 Annual Meeting and vote in person, you must obtain a legal proxy from the bank, broker or other nominee that holds your shares giving you the right to vote the shares.
Q: | What should I do if I receive more than one Notice of Internet Availability or set of proxy materials? |
A: | You may receive more than one Notice of Internet Availability or set of proxy materials, including multiple copies of proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you may receive a separate Notice of Internet Availability or voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one Notice of Internet Availability or proxy card. Please complete, sign, date and return each |
Q: | Who will count the votes? |
A: | Comscore’s Board of Directors has designated representatives of |
Q: | Where can I find the voting results of the |
A: | We intend to announce preliminary voting results at the |
Q: | Who will bear the cost of soliciting votes for the |
A: | Comscore will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes. |
If you choose to access the proxy materials and/or vote over the Internet, you are responsible for any Internet access charges you may incur.
Q: | What is the deadline to propose actions for consideration at next |
A: | You may submit proposals, including recommendations of director candidates, for consideration at future stockholder meetings. |
For a stockholder proposal to be considered for inclusion in our proxy statement for the 2020 annual meeting of stockholders, the proposal must comply with all the requirements ofRule 14a-8 under the Securities Exchange Act of 1934 and must be submitted in writing and received by our Corporate Secretary at our principal executive offices at 11950 Democracy Drive, Suite 600, Reston, Virginia 20190 no later than January 2, 2020, which is 120 days prior to the anniversary of the expected mailing date of the notice of availability of this proxy statement.
A copy of the full text of the bylaw provisions discussed above may be obtained by writing to Comscore’s Corporate Secretary at our principal executive offices at 11950 Democracy Drive, Suite 600, Reston, Virginia 20190 or by accessing Comscore’s filings on the SEC’s website at www.sec.gov. All notices of proposals by stockholders, whether or not to be considered for inclusion in Comscore’s proxy materials, should be sent to Comscore’s Corporate Secretary at our principal executive offices.
Q: | How may I obtain a separate copy of the Notice of Internet Availability? |
A: | If you share an address with another stockholder, each stockholder |
Q: | How may I obtain |
A: | Our Annual Report on Form10-K for the year ended December 31, 2018 (the “201810-K”) is available at www.astproxyportal.com/ast/25890. Stockholders can also access our |
any exhibit to the |
Q: | Who can help answer my questions? |
A: | Please contact our legal department by calling703-438-2000 or by writing to comScore, Inc., 11950 Democracy Drive, Suite 600, Reston, Virginia 20190, Attention: Legal Department. |
The Name Age Position Executive Officers and Executive Dale Fuller Interim Chief Executive Officer and Class III Director Kathy Bachmann Chief Operating Officer Carol DiBattiste General Counsel & Chief Compliance, Privacy and People Officer Gregory Fink Chief Financial Officer and Treasurer Joseph Rostock Chief Information and Technology Officer Christopher Wilson Chief Commercial Officer Non-Executive Directors Brent Rosenthal(1)(3) Chairman of the Board William Livek Vice Chairman and Class II Director Joanne Bradford(2)(3) Class III Director Irwin Gotlieb Class II Director Jacques Kerrest(1)(3) Class I Director Kathleen Love(1)(2) Class I Director Robert Norman(1)(2) Class III Director Paul Reilly(2)(3) Class I Directorfollowing table sets forth the names and ages of our executive officers and directors and their ages, positions and biographies are set forth below. Also included for our directors is information regarding their service on other public company boards, and their specific experience, qualifications, attributes or skills that led to the conclusion that each director should serve on our Board. This information is as of April 24, 2015:AgeDirectorsDirector Serge Matta40President,60Magid M. Abraham, Ph.D.47 67 52 56 Executive 52 47 of Directors and Class II Director64 55 69 72 Gian M. Fulgoni67Chairman Emeritus and 6659 Melvin Wesley III43Chief Financial OfficerCameron Meierhoefer43Chief Operating OfficerChristiana L. Lin45Executive Vice President, General Counsel and Chief Privacy OfficerMichael A. Brown45Chief Technology Officer Non-Employee Directors62 Russell Fradin(1)(2)38William J. Henderson(1)(2)(3)67Class II DirectorWilliam Katz(1)(2)60Class I DirectorRonald J. Korn(3)75Class II DirectorJoan M. Lewis(3)49Class III Director
(1) | Member of Nominating and Governance Committee |
(2) | Member of Compensation Committee |
(3) | Member of Audit Committee |
Executive Officers and Executive Directors
Dale Fuller has served as a member of our Board of Directors since April 2014, as ourInterim Chief Executive Officer since March 20142019 and as our Presidenta director since June 2013. From May 2012 to June 2013,March 2018. Mr. Matta served as President, Commercial Solutions. From March 2012 to May 2012, he served as President, Mobile and Operator Solutions and prior to that, from January 2010 to March 2012, Executive Vice President, overseeing our worldwide Telecommunications and Mobile practice. Prior to joining the Company in 2000, Mr. Matta held positions at MicroStrategy within the consulting group. Mr. Matta holds a B.S. degree in Finance from George Mason University and an M.B.A. from American University. Mr. Matta's leadership position and experience with our company coupled with his management abilities and his extensive knowledge of our industry qualify him to serve as a member of our Board of Directors.
Kathy Bachmann has served as our Chief Operating Officer since April 2019 and was our Chief Commercial Operations Officer from February 2019 to April 2019. Prior to joining the company, Ms. Bachmann served as Chief Operations Officer (and previously as EVP, Product Management) at Throtle, an ad tech data solutions company, from January 2018 to February
2019, where she focused on sales, marketing, product and operations. Before Throtle, she served as Managing Partner of Growth Calculus, a management consulting firm, from October 2016 to December 2018, where she helped companies formulate and execute growth strategies; and as EVP, GM/Managing Director, Americas of Neustar, Inc. (previously Marketshare, which Neustar acquired), a marketing data, measurement and information services company, from March 2013 to October 2016, where she was a member of senior leadership and oversaw sales, client success and product implementation. Ms. Bachmann holds a bachelor’s degree in marketing and logistics from The Ohio State University and an M.B.A. in finance and strategy from Wharton, University of Pennsylvania.
Carol DiBattiste has served as our General Counsel & Chief Privacy and People Officer since January 2017 and as our Chief Compliance Officer since April 2017. Ms. DiBattiste previously held positions at the U.S. Department of Veterans Affairs with the Board of Veterans’ Appeals as Executive in Charge and Vice Chairman from August 2016 to January 2017, and as Senior Advisor for Appeals Modernization, Office of the Secretary, from May 2016 to August 2016. Prior to that, Ms. DiBattiste served as Executive Vice President, Chief Legal, Privacy, Security, and Administrative Officer of Education Management Corporation, an operator offor-profit
Gregory Fink has served as our Chief Financial Officer and Treasurer since October 2017 and previously served on its boardas our Executive Vice President, Finance since joining the company earlier in October 2017. Prior to joining the company, Mr. Fink was the Senior Vice President, Controller and Chief Accounting Officer at Fannie Mae, a government-sponsored enterprise in the mortgage industry, since 2011, where he led a team of 600 professionals and oversaw a multi-billion dollar annual expense budget. He has more than 25 years of experience in accounting, financial reporting, business analytics, budgeting, internal controls and talent development. Mr. Fink holds a B.S. in Business Administration with an accounting emphasis from August 1999 through November 2000.San Diego State University and is a Certified Public Accountant.
Joseph Rostock has served as our Chief Information Officer since September 2017, and as our Chief Information and Technology Officer since January 2018. Mr. FulgoniRostock is also the Principal and Founder of AllosLogic, an advisory and executive management services provider founded in 2017. Prior to joining the company, Mr. Rostock served as Chief Technology Officer of Inovalon, Inc., a healthcare technology company, from 2013 to 2017, where he led the design and delivery of an award-winning, real-time analytics platform. Mr. Rostock also served as Vice President and Chief Technologist for The Alliance for Telecommunications Industry Solutions (ATIS), a technology and solutions development organization for the telecommunications industry. Mr. Rostock holds a B.A., Radio, Television and Film from Temple University and also completed graduate studies in Computer Science at St. Joseph’s University.
Christopher Wilson has served as our Chief Commercial Officer since April 2019. He previously served as our Chief Revenue Officer from June 2017 to December 2018 and as our Executive Vice President, Commercial from January 2016 to June 2017. Prior to joining the company, Mr. Wilson served as President, National Television at Rentrak Corporation from 2010 until our merger with Rentrak in January 2016. Before Rentrak, he was Senior Vice President, Sales at Scarborough Research Company; President at Experian Research Services; President and COO of Simmons Market Research Bureau; and CEO and President of LogicLab, a division of Merkle LLC. Mr. Wilson holds a bachelor’s degree in Broadcast Communications from Southern Illinois University, Carbondale.
Non-Executive Directors
Brent D. Rosenthal has served as Chairman of the Board since April 2018 and as a director since January 2016. Mr. Rosenthal is the Founder of Mountain Hawk Capital Partners, LLC., an investment fund focused on small and microcap
equities in the technology, media, telecom (TMT) and food industries. Mr. Rosenthal has been theNon-Executive Chairman of the board of directors of the Advertising Research Foundation, an industry research organization, from 2008 to 2014.RiceBran Technologies, a food company, since July 2016. He also served on the board of directors of Platinum Technology, Inc.SITO Mobile, Ltd., a mobile location-based media platform, from 1990August 2016 to 1999, U.S. Robotics, Inc.July 2018, and asNon-Executive Chairman of its board of directors from 1991June 2017 to 1994,July 2018. Previously, Mr. Rosenthal was a Partner in affiliates of W.R. Huff Asset Management where he worked from 2002 to 2016. Mr. Rosenthal served as theNon-Executive Chairman of Rentrak Corporation from 2011 to 2016. He was Special Advisor to the board of directors of Park City Group from November 2015 to February 2018. Mr. Rosenthal earned his B.S. from Lehigh University and Yesmail.com, Inc.M.B.A. from 1999the S.C. Johnson Graduate School of Management at Cornell University. He is an inactive Certified Public Accountant. Mr. Rosenthal brings to 2000. Educatedour Board financial expertise and experience in the United Kingdom, Mr. Fulgoni holds an M.A. in Marketing from the University of Lancastermedia and a B.Sc. in Physics from the University of Manchester. Mr. Fulgoni's strategic vision, long history as a co-founder and member of our Board of Directors, extensive knowledge of our business and experience as a director at other technology companies qualify him to serve as a member of our Board of Directors.
William (Bill) Livekhas served as our Chief Financial OfficerVice Chairman since August 2014. From January 2013 to December 2013, he2016 and was our President from January 2016 through May 2018. Mr. Livek previously served as Vice Chairman and Chief FinancialExecutive Officer of MandiantRentrak Corporation, a media measurement and consumer targeting company, from June 2009 until our merger with Rentrak in January 2016. Prior to Rentrak, Mr. Livek was founder and Chief Executive Officer of Symmetrical Capital, an investment and consulting firm; Senior Vice President, Strategic Alliances and International Expansion, of Experian Information Solutions, Inc., a provider of advanced endpoint security productsinformation, analytical and security incident response management solutions. He stayed on as CFO, Global Servicesmarketing services; and Cloud Solutions at FireEye after the company acquired Mandiant in December 2013. From December 2004 to January 2013, Mr. Wesley was Senior Vice President and Chief Financial Officerco-President of OPNET Technologies, a publicly traded company that provided application and network performance solutions. He served as Corporate Controller for OPNET from June 2004 to November 2004. Previously, Mr. Wesley served as Corporate Controller for SteelCloud, Inc. and as Assistant Controller for Learning Tree International, Inc., both publicly traded companies in the technology sector.Experian’s subsidiary Experian Research Services. He holds a B.S. degree in AccountingCommunications Radio/Television from Southern Illinois University. Mr. Livek brings substantial industry experience and an MBA from George Mason University and is licensed as a Certified Public Accountant in Virginia.
Joanne Bradford has served as a director since July 2014. Since November 2010, Mr. FradinApril 2019. Ms. Bradford has been Chief Marketing Officer of SoFi, an online personal finance company, since June 2017, where she previously served as ChairmanChief Operating Officer from July 2015 to June 2017. Ms. Bradford served as the Head of the board of directors and Chief Executive Officer of Dynamic Signal,Partnerships at Pinterest, a social media marketing technologyweb and mobile application company, that he co-founded. Fromfrom November 20052013 to October 2010, heDecember 2015, and as President of the Hearst Corporation and San Francisco Chronicle from May 2013 to December 2013. Ms. Bradford previously served as Chief ExecutiveRevenue and Marketing Officer at Demand Media (now Leaf Group), a content company; as Senior Vice President, Revenue and Market Development, at Yahoo!, a web services provider; and as Chief Revenue Officer of Adify, an advertising company that he also co-founded, which was sold to Cox Enterprises in 2008. From June 2000 to June 2004, Mr. Fradin was comScore’s Executive Vice President, Corporate Development. Mr. Fradin currently serves on the BoardMicrosoft Online Business Group of Directors of TubeMogul, Inc., a public company. HeMicrosoft Corporation. Ms. Bradford holds a B.S.B.A. in Journalism from the Wharton School of Business at the University of Pennsylvania. Having served as founder and Chief Executive Officer of several digital advertising, marketing and technology companies, Mr. FradinSan Diego University. Ms. Bradford brings to our Board over 20 years of Directors a familiarity with the digitalexperience leading product marketing, business development and advertising industry,programming, as well as an understanding of the strategicbuilding global sales and operational challenges in leading and operating companies in this industry.
Irwin Gotliebhas served as a director since August 2001,April 2019. Mr. Gotlieb has been a senior advisor to WPP plc, a multinational advertising and as our lead independent directorpublic relations company, since October 2014.April 2018. He was formerly the global Chief Executive Officer and Chairman of GroupM, a global media investment group, from its formation in early 2003 to 2012 and Chairman of GroupM until April 2018. Mr. Henderson was the 71st Postmaster General of the United States. HeGotlieb has served in that position from May 1998 until his retirement in May 2001. Mr. Henderson also served as the Chief Operations Officer of Netflix, Inc. from January 2006 until February 2007. Mr. Henderson currently serves on the board of directors of Acxiom Corporation,Invidi, a public company, where he has been a director since June 2001. Mr. Henderson holds a B.S. from the University of North Carolina at Chapel Hill and served in the U.S. Army. Mr. Henderson brings to our Board of Directors his management experience as Postmaster General and his service as a director of ourmedia solutions company, since 2001, which affords him unique perspectivesOctober 2007, and on our growththe advisory board of Harland Clarke, a payment solutions company, from January 2014 to December 2018. Mr. Gotlieb brings over 40 years of industry experience to the Board and evolution.
Jacques Kerresthas served as a director since June 2008. Since June 2004,2017. Mr. KatzKerrest has also served as Executive Vice President and CFO of Intelsat S.A., a communications satellite services provider, since February 2016. Prior to his appointment at Intelsat, he held executive-level roles at numerous leading technology and communications companies, including ActivIdentity Corporation, Virgin Media Inc., Harte-Hanks Corporation and Chancellor Broadcasting Company. Previously, Mr. Kerrest served on the chairman of the boardboards of directors of Visible World Inc.,several public companies. Mr. Kerrest received his Master of Science Degree from Faculté des Sciences Économiques in Paris, France, and an M.B.A. from Institut D’Etudes Politiques De Paris in Paris, France as well as the Thunderbird School of Global Management in Glendale, Arizona. Mr. Kerrest’s deep financial expertise and background enable him to bring valuable perspective to our Board.
Kathleen Love has served as a privately-held multimedia marketing services provider. From 1996director since April 2019. Ms. Love is currently the Chief Executive Officer of Motherwell Resources LLC, a company devoted to 2004, Mr. Katzmanagement consulting and executive coaching, which she founded in 2013. Prior to founding Motherwell, Ms. Love served as the President and Chief Executive Officer of BBDOGFK MRI (formerly Mediamark
Research), a media research company, from 2000 to 2013. Prior to joining MRI, Ms. Love held executive positions at The New York the flagship officeTimes, EMAP Publishing and The Magazine Publishers of BBDO Worldwide, the world’s third largest global agency network. Mr. KatzAmerica. She has been an adjunct or guest instructor at Rutgers University, Brooklyn College and Queens College. Ms. Love holds a B.A. degree from Douglass College, Rutgers – The State University, an M.A. from Michigan State University and an M.Phil. from The Graduate Center, C.U.N.Y. She has advanced to candidacy for a Ph.D. in Businesspsychology. Ms. Love brings over 30 years of industry experience in media and Psychology from American University. Mr. Katz bringsmarketing research, strategic planning and business development to our Board of Directors his management experience in the advertising and marketing industry.
Robert Normanhas served as a director since November 2005. Since 1991, he hasApril 2018. Mr. Norman currently serves as a freelance marketing consultant. From 2013 to 2017, Mr. Norman served as the PresidentChief Digital Officer of Ronald Korn Consulting, which provides businessGroupM Worldwide, a global media investment group, where he oversaw digital strategy and marketing services. Mr. Korn served as a director, chairman of the audit committee, and member of the loan committee of Equinox Financial Corporation from 1999 until its acquisition in October 2005. Since 2002, he has served as a director, chairman of the audit committee andwas a member of the compensation, investmentGlobal Executive Committee. He previously served as Chief Executive Officer of GroupM North America from 2011 to 2013. Prior to that, he served in various senior management positions at GroupM and nominating and governance committees of PetMed Express, Inc., a public company. Since July 2003, he has servedits subsidiaries, including serving as a director chairmanat Tempus Group PLC at the time of its acquisition by WPP plc in 2001. Mr. Norman currently serves as anon-executive director of BBC Global News Limited and is a governor of the audit committee and a member of our compensation committee of Ocwen Financial Corporation, a public company. Mr. Korn was a partner and employee of KPMG, LLP, from 1961 to 1991, where he wasCenter for the managing partner of KPMG’s Miami office from 1985 until 1991. Mr. Korn holds a B.S. from the Wharton School of BusinessDigital Future at the University of Pennsylvania and a J.D. from New York University LawUSC’s Annenberg School. Mr. Korn’s experience in financial mattersNorman brings deep industry expertise and as a member of the audit committee of other public companies providesstrategic perspective to our Board of Directors with financial management and accounting experience.
Paul Reilly has served as a director since January 2015. Ms. Lewis was SeniorOctober 2017. Mr. Reilly served as an Executive Vice President Consumerof Arrow Electronics Inc., a global provider of electronic components and Market Knowledge of The Procter & Gamble Company, a consumer packaged goods company, from 2008enterprise computing solutions, through December 2014. Previously, she held a number of other leadership positions with Procter & Gamble, includinghis retirement in January 2017, and previously had served as its Executive Vice President, Finance and Operations, and Chief Financial Officer from 2001 through May 2016, and Head of Global Operations from 2009 through May 2016. He has served as a director of Cabot Microelectronics Corporation, a chemical mechanical planarization company, since March 2017, and Director, North America. Ms. LewisAssurant, Inc., an insurance company, since June 2011. He has also previously served on the Singapore Industry Advisory Board for Consumer Insights, the Advertising Research Foundation Board of Directors, and the Business Advisory Council for the Farmer School of Business at Miami University. She holds a B.S. in Accounting from Miami University. Ms. Lewis' extensiveSt. John’s University and is a Certified Public Accountant. Mr. Reilly brings financial expertise and operational experience as a customer of a wide variety of market research products gives her a deep understanding of the competitive landscape for digital market research companies, which qualifies her to serve as a member of our Board of Directors.
Our Board is currently composed of Directors has eight authorized seatsnine directors and is divided into three classes (Class I, Class II and Class III) with staggered three-year terms. Two Class II directors are to be elected atAt the 20152019 Annual Meeting, our stockholders will elect three Class III directors to serve a three-year termfor terms expiring at the 2018our 2022 annual meeting of stockholders, orto hold office until their respective successors have been duly elected and qualified. The Class I
Our governance framework provides the Board with flexibility to select the appropriate Board leadership structure for the company. In making leadership structure determinations, our Board considers many factors, including the specific needs of the company and Class III directors will continue to serve their respective terms untilwhat is in the respective 2017 and 2016 annual meetingsbest interests of our stockholders.
Mr. Henderson to serve in this capacity. The Lead Independent DirectorRosenthal, an independent director, currently serves as the principal liaison between the independent directors and the CEO and Chairman of the Board. The Lead Independent Director communicates withWe believe this structure is appropriate for the CEO and Chairmancompany at this time, based on the current composition of theour Board and raises issues with management on behalf ofteam and recent changes in the outside directors.
Our Board of Directors has established an audit committee, a compensation committeestanding Audit Committee, Compensation Committee and a nominatingNominating and governance committee. OurGovernance Committee. The Board of Directors and its committees meet regularly throughout the year and also hold special meetings and act by written consent from time to time as appropriate. The Board has determined that all standing committee members are independent within the meaning of the requirements of the Sarbanes-Oxley Act of 2002, The Nasdaq Stock Market (“Nasdaq”), and the rules and regulations of the SEC, as applicable. Each standing committee operates under a written charter approved by the Board, each of which is available under “Corporate Governance” on the Investor Relations section of our website at www.comscore.com. Our Board of Directors has delegated various responsibilities and authority to its committees as generally described below.
Audit Committee. We have a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The committees regularly report on their
The Board has determined that Jacques Kerrest, Paul Reilly and Brent Rosenthal are “audit committee financial experts” as defined under SEC rules. Designation or identification of Ronald J. Korn (chair), William J. Henderson and Joan Lewis, each of whom is independent withina person as an audit committee financial expert does not impose any duties, obligations or liability that are greater than the meaningduties, obligations or liability imposed on such person as a member of the requirements of the Sarbanes-Oxley Act of 2002 and applicable SEC and NASDAQ rules. Ronald J. Korn is chairman of our Audit Committee as well as our Audit Committee financial expert, as currently defined underand the SEC rules implementingBoard in the Sarbanes-Oxley Actabsence of 2002.such designation or identification. We believe that the composition and functioning of our Audit Committee complies with all applicable requirements of the Sarbanes-Oxley Act of 2002 The NASDAQ Global Market,and Nasdaq and SEC rules and regulations.
Compensation Committee
Nominating and Governance Committee
Our Board of Directors has an active role, as a whole and also at the committee level, in overseeing management of our company’s risks. OurThe Board of Directors regularly reviews information regarding our credit, liquidity and operations, as well as the risks associated with each. Our Audit Committee oversees management of financial, regulatory, security and compliance risks, including quarterly reports from our Chief Compliance Officer. Our Compensation Committee is responsible for overseeing management of risks relating to our executive compensation plans and arrangements. Our Audit Committee oversees management of financial risks. Our Nominating and Governance Committee managesevaluates risks associated with the independence and composition of our Board, of Directorsour governance practices and potential conflicts of interest.management succession. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, our entire Board of Directors is regularly informed about such risks through committee reports, about such risks.attendance at committee meetings and otherwise.
Our Board The independent andnon-management members of Directors are expected to attend our annual meeting of Our Nominating and Governance Committee identifies director nominees by first Within this framework, the Nominating and Governance Committee evaluates the current members of our Board The Nominating and Governance Committee of Directors met 925 times (including telephonic meetings)meetings, but not including actions by written consent) during the year ended December 31, 2014.2018. Each of our incumbentcurrent directors has attended at least eighty-five75 percent (85%) of the aggregate of (i) the total number of meetings held by the Board of Directors (duringduring the period in 20142018 for which he or she was a director)director and (ii) the aggregatetotal number of meetings held by theall committees of the Board of Directors on which such individual served (duringduring the period in 20142018 for which he or she served as a committee member).Independentmember.theour Board of Directors regularly meet in executive session without management present.We encourage, but do not require, our directorsstockholders. Threestockholders absent extraordinary circumstances. All eight of our continuing directors attended our 20142018 annual meeting of stockholders.evaluatingreviewing the appropriate skills, qualifications and experience required of directors, as well as the composition of the Board as a whole. While the Nominating and Governance Committee has not established specific minimum qualifications for director candidates, the committee’s assessment includes factors such as judgment, integrity, business acumen, leadership, experience with companies of comparable size or industry, the interplay of a candidate’s experience with the experience of other directors (which may include experience with operating management, public company governance, financing, strategy and marketing), the extent to which a candidate would be a desirable addition to the Board and any committees of the Board, a candidate’s commitment to promoting the long-term interests of our stockholders, his or her ability to devote adequate time to Board responsibilities, director independence and other attributes relevant to satisfying SEC and Nasdaq requirements, and any other factors that the Nominating and Governance Committee deems relevant to the needs of the Board, including diversity. In 2019, the Board intends to adopt a policy that promotes diversity among the members nominated for election to the Board, taking into account such attributes as are considered appropriate for good governance from time to time, including guidelines promoted by Institutional Shareholder Services and other proxy advisory firms.of Directorswho are willing to continue in service.service. Current members with skills and experience that are relevantimportant to our business and who are willing to continue in service are considered for nomination.nomination. If any member of the Board of Directors does not wish to continue in service, or if the committeeNominating and Governance Committee or Board of Directors decides not to nominate a member forre-election, the committee identifies the desired skills and experience of a new nominee.nominee or, where appropriate, considers whether to reduce the size of the Board. Current members of the Board of Directors and senior management are then polledasked for their recommendations. To date, weWe have notalso engaged third partiesthird-party search firms from time to time to identify orand evaluate potential nominees; however, the committee may do so in the future.will also considerconsiders nominees recommended by stockholders, and any such recommendations should be forwarded to our Corporate Secretary in writing at our executive offices as identified in this proxy statement.statement. In accordance with our bylaws, such recommendations should include the following information:
the name, age, business address and residence address of the proposed candidate;
the principal occupation or employment of the proposed candidate;
the class and number of shares of our stock (or other rights with respect to our stock) that the proposed candidate beneficially owns;
a completed questionnaire (in a form provided by our Corporate Secretary upon written request) with respect to the identity, background and qualifications of the proposed candidate;
a description of all arrangements or understandings between the stockholder making the recommendations and each director nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the stockholder; and
any other information relating to such director candidate that is required to be disclosed in solicitations of proxies for elections of directors or is otherwise required pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including without limitation such nominee’s written consent to being named in any proxy statement as a nominee and to serve as a director if elected).
The Board Independent directors Michelle McKenna, Wesley Nichols, Robert Norman, Paul Reilly, Susan Riley and Our Board has adopted a Code of Business Conduct and Ethics that applies to all directors and employees of the company, including our principal executive officer, principal financial officer and principal accounting officer or Reporting andNon-Retaliation Policy Our Board has adopted a reporting andnon-retaliation policy to encourage employees and others to disclose wrongdoing or suspected wrongdoing that could adversely impact the company, our reputation, or our stockholders, customers, employees or other stakeholders, and to set forth the procedures by which reports should be made, investigated and addressed.other attributes relevant to satisfying the requirements imposed by the SEC and NASDAQ.We believe that our Board of Directors represents a desirable mix of backgrounds, skills, and experiences, and they all share the personal attributes of effective directors described above. While they do not have a formal written policy on director diversity, the Nominating and Governance Committee and our Board of Directors also consider diversity when reviewing the overall composition of our Board of Directors, and considering the slate of nominees for annual election to our Board of Directors and the appointment of individual directors to our Board of Directors. Diversity, in this context, includes factors such as experience, specialized expertise, geographic location, cultural background, gender and ethnicity.Below are some of the specific experiences, qualifications, attributes or skills in addition to the biographical information provided above that led to the conclusion that each person should serve as one of our directors or to be nominated for election to our Board of Directors in light of our business and structure:Magid M. Abraham, Ph.D., is one of our co-founders, Executive Chairman and a director. Dr. Abraham has over fifteen years of experience with our business in a variety of roles including research and development, sales and marketing and corporate administration, since its inception. In addition, Dr. Abraham brings his experience as a founder and senior executive of previous successful market-research based companies. Dr. Abraham has a deep understanding of all aspects of our business. He also has significant corporate governance experience through service on other company boards and as an executive with other companies, and he has an extensive educational background.Russell Fradin has had prior experience as an employee of our company and as a founder of other companies. Mr. Fradin’s familiarity with our business and strategy and his experience founding and managing advertising and marketing companies qualify him to serve as a member of our Board of Directors.Gian M. Fulgoni, is one of our co-founders, Chairman Emeritus and a director. Mr. Fulgoni has over fifteen years of experience with our business in a variety of roles including research and development, sales and marketing and corporate administration, since its inception. In addition, Mr. Fulgoni brings his experience as a founder and senior executive of previous successful market-research based companies. Mr. Fulgoni has a deep understanding of all aspects of our business. He also has significant corporate governance experience through service on other public company boards and as an executive with other companies, and he has an extensive educational background.William J. Henderson has served as an executive or a member of the board of directors of several large technology, data aggregation and multimedia companies. Mr. Henderson has substantial experience in marketing and the corporate administration of large businesses. He also has significant corporate governance experience through his service on other company boards, and he has an extensive educational background.William Katz has also served as an executive of or a member of the board of directors of several marketing and advertising companies. Mr. Katz has extensive experience in those industries, as well as with corporate governance through his service on other boards of directors.Ronald J. Korn has served as an executive or a member of the board of directors of several large public companies. Mr. Korn has substantial experience as a public accountant, and he has sufficient background to qualify as our audit committee financial expert. He also has significant corporate governance experience through his service on other company boards, and he has an extensive educational background.Joan M. Lewis has served in senior management positions of a top consumer packaged goods company, and one of the world's largest advertisers. Ms. Lewis has also served on a variety of boards of industry groups. Ms. Lewis has substantial experience as a customer of a wide variety of market research products gives her a deep understanding of the competitive landscape for digital market research companies.Serge Matta is our President and Chief Executive Officer and a director. Having held leadership positions within the product, commercial, and sales teams as well as having served as President of the Company prior to his appointment as Chief Executive Officer, Mr. Matta has deep familiarity in all aspects of our business and broad knowledge of our industry.Our of Directors has determined that each of Messrs. Fradin, Henderson, Katz,Joanne Bradford, Jacques Kerrest, Kathleen Love, Robert Norman, Paul Reilly and Korn and Ms. LewisBrent Rosenthal is independent under the rules of the SEC and Nasdaq listing standards. The Board previously determined that each of Michelle McKenna, Wesley Nichols and Susan Riley was independent under the rules of the SEC and Nasdaq listing standards during his or her service as a director in 2018; Bryan Wiener was independent under the rules of the NASDAQ Stock Market ; therefore, everySEC and Nasdaq listing standards prior to his appointment as our Chief Executive Officer; and Dale Fuller was independent under the rules of the SEC and Nasdaq listing standards prior to his appointment as Interim Chief Executive Officer. Therefore, each member14currentlyeach current member is, an independent director in accordance with those standards.rules and standards during the time that he or she served. In addition, our Board was composed of a majority of independent directors at all times during 2018 and continues to be so composed. In determining the independence of our directors, our Board of Directors considered all transactions in which we and any director had any interest, including those involving payments made by us to companies in the ordinary course of business where Messrs. Fradin, Henderson, Katz, and Korn and Ms. Lewisany of our directors (or their immediate family members) serve on the Boardboard of Directorsdirectors or as a member of the executive management team, of the other company.William J. Henderson, William KatzJarl MohnBrent Rosenthal served as ourmembers of the Compensation Committee from January 2014 through July 2014, at which time Russell Fradin replaced Mr. Mohn. Mr. Fradinvarious times during 2018. No person who served as a member of the Compensation Committee during 2018 was an officer or employee of our Executive Vice President, Corporate Development from June 2000 to June 2004. Mr. Fulgoni,company during such year. Moreover, none of our Chairman Emeritus, serves as a director of Dynamic Signal, Inc., a social media marketing technology company for which Mr. Fradin serves as chairman ofexecutive officers served on the board of directors and chiefor compensation committee of any entity that had one or more of its executive officer.We havecontroller.controller, and persons performing similar functions. The full text of our Code of Business Conduct and Ethics is posted under “Corporate Governance” on the “Investor Relations”Investor Relations section onof our website at http://www.comscore.com. To the extent permissible under Nasdaq rules, we intend to disclose any amendments to our Code of Business Conduct and Ethics or waivers thereto that apply to our principal executive officer, principal financial officer or principal accounting officer or controller by posting such information on the same website.
Our Board of Directors has adopted written Corporate Governance Guidelinescorporate governance guidelines that set forth key principles thatto guide its actions, including:
the Board’s commitment to appropriate diversity among the candidates nominated for election to the Board;
limits on outside boards, including that directors who are executive officers of the rolecompany may serve on the board of directors of no more than two public companies, including our Board, andnon-management directors should not serve on more than four public company boards, including our Board;
a requirement that a substantial majority of the members of our Board must be independent;
a commitment to appointing a Lead Independent Director. Additionally,Director should the Corporate Governance Guidelines requireroles of Chairman and Chief Executive Officer ever be combined;
a commitment to an annual assessmentreview of the Board's performance including performance of the Board and its individual directors.committees; and
a commitment to adopting a clawback policy, discussed in more detail below.
Our Board has adopted a director resignation policy, which provides that any nominee for director who receives a majority of “withhold” votes in an uncontested election of directors is expected to tender his or her resignation promptly following the certification of the election results. In such event, the Nominating and Governance Committee will promptly consider the tendered resignation and will recommend to the Board whether to accept or reject the resignation. The Board will act on the Nominating and Governance Committee’s recommendation no later than 90 days following the certification of the stockholder vote. The company will promptly disclose the Board’s decision (and, if the Board rejects the resignation, the Board’s reasons for doing so).
Our Board of Directors has adopted written Stock Ownership Guidelines for Non-Employee Directorsstock ownership guidelines to further align the interests of our non-employee directors and executive officers with the intereststhose of our stockholders. Each non-employeeUnder the guidelines, each director who joins our Board of Directors is expected to hold a number ofown shares of the Company's common stockCommon Stock with a value equal to or at least twofive times the director’s annual cash retainer for service on the Board. For executive officers, the Chief Executive Officer is expected to own shares of Common Stock with a value equal to at least five times his or her annual stock retainer for servicebase salary, and the Chief Financial Officer, Chief Operating Officer and other named executives are expected to own shares of Common Stock with a value equal to at least three times their respective annual base salaries. A director or executive officer has five years from the date of becoming subject to the guidelines to achieve compliance and must hold 100% of the net shares acquired upon vesting or exercise of any equity award until he or she has satisfied the guidelines.
Our Board has adopted a clawback policy, which provides that (i) if an accounting restatement occurs, the Board will seek to recover (a) any excess incentive-based compensation from an executive officer determined to have committed misconduct resulting in the restatement and (b) any compensation recoverable from the Chief Executive Officer or Chief Financial Officer under Section 304 of the Sarbanes-Oxley Act of 2002; (ii) the Board will seek to recover any incentive-based compensation or other compensation from an executive officer if the compensation was determined to be based on our Board of Directors, exclusive of retainers for servingfinancial results or operating metrics that were satisfied as a memberresult of such executive officer’s knowing or chairintentional fraudulent or illegal conduct; and (iii) the Board will seek to recover from an executive officer any incentive-based compensation it determines was awarded due to an error in the calculation of anysuch compensation.
Anti-Hedging and Pledging Policy
Our Board committee, within five years of adoption of this policy.has adopted an anti-hedging and pledging policy, which prohibits directors, executive officers and their family members from hedging and pledging Common Stock as collateral for a loan or purchasing Common Stock on margin.
Our Board DIRECTOR COMPENSATIONDirector CompensationPolitical Activity PolicyRetainers and Meeting Fees. During 2014, our non-employee directors were eligible to receive an annual cash retainer based on their general service on ourof Directors and additional cash retainers for participation or serving as chair of certain committees of our Board of Directors. Our director compensation was last revised in February 2013 followinghas adopted a political activity policy that gives the Nominating and Governance Committee's request to Compensia to undertake a reviewCommittee oversight over any lobbying and political activities conducted by our company. The policy states that such activities will be conducted for the purpose of director compensation in comparison to our compensation peer group, andpromoting the amountcommercial interests of the retainers was last established bycompany as a whole, be in furtherance of the interests of our Boardstockholders, and be in compliance with applicable laws, rules and regulations. The policy further provides that employees may not make or commit to make political contributions on behalf of Directors based on the results of that review. Additionally, in October 2014, following the Nominatingcompany, and Governance Committee's consultation with outside legal counsel and Compensia, our Board of Directors approved a lead independent director designation and revised our director compensation policy to include a retainerwe will not reimburse or otherwise compensate an employee for such designation.
Cash Retainers
During 2014,2018, our non-employee directors were eligible to receive an annual cash retainer of $30,000 for generaltheir service on the Board. Cash retainers were paid quarterly in arrears and were prorated for directors who joined or left the Board during the year.
Until April 19, 2018, our Board Chair (Susan Riley until March 25, 2018, and Brent Rosenthal from April 16, 2018) received a monthly cash stipend of Directors,$33,500, which temporarily replaced the annual cash retainer for such position. The temporary cash stipend was in consideration of the significant increase in responsibilities, heightened oversight and time commitment required of the Board Chair due to our then-ongoing audit process, efforts to regain compliance with SEC reporting requirements, and management transition. Effective April 19, 2018, the monthly stipend was discontinued, and the lead independent directorBoard Chair was eligible to receive an additionalannual cash retainer (in addition to the Board member retainer) of $20,000, prorated for service during 2014.
Non-employee directors were also eligible to receive annual cash retainers for whichtheir service on Board committees in 2018, as set forth below. On April 19, 2018, the cash retainer for members orof the chairAudit Committee was replaced by a temporary cash stipend in consideration of certain committeesthe significant responsibilities and time commitment required of ourthe Audit Committee in 2018. Effective January 1, 2019, the stipend was discontinued, and the Board significantly decreased compensation for both the Audit Committee and the Special Committee as part of Directors were eligible in 2014 were as follows:
2014 | ||||||
Committee | Chairperson | Member | ||||
Audit | $ | 18,000 | $ | 10,000 | ||
Compensation | 10,000 | 5,000 | ||||
Nominating and Governance | 7,500 | 3,000 |
Committee | Chair (pre-4/19/18) | Chair (4/19/18- 12/31/18) | Chair (1/1/2019) | Other Members (pre-4/19/18) | Other Members (4/19/18- 12/31/18) | Other Members (1/1/2019) | ||||||||||||||||||
Audit | $ | 200,000 | $ | 200,000 | $ | 50,000 | $ | 10,000 | $ | 80,000 | $ | 25,000 | ||||||||||||
Compensation | 15,000 | 15,000 | 15,000 | 5,000 | 5,000 | 5,000 | ||||||||||||||||||
Nominating and Governance | 10,000 | 10,000 | 10,000 | 3,000 | 4,000 | 4,000 | ||||||||||||||||||
Special(1) | N/A | 50,000 | 25,000 | 40,000 | 40,000 | 20,000 | ||||||||||||||||||
CEO Search(2) | N/A | N/A | N/A | 10,000 | N/A | N/A | ||||||||||||||||||
Conflicts(3)(4) | N/A | N/A | N/A | 20,000 | 20,000 | 20,000 |
(1) | The cash retainer for the Special Committee Chair was instituted on July 1, 2018. |
(2) | The CEO Search Committee was disbanded on April 20, 2018. |
(3) | The Conflicts Committee was formed on November 13, 2018. |
(4) | Conflicts Committee members also received $3,000 in meeting fees in 2018, reflecting a fee of $1,000 for each committee meeting held in 2018, excluding (i) meetings held in conjunction with a regularly scheduled Board meeting and (ii) the first committee meeting held outside of a regularly scheduled Board meeting. |
Equity Compensation
For the case of new2018-2019 director compensation term (beginning on July 1, 2018), our non-employee directors these fees are prorated based on when the non-employee director joins our Board of Directors during the year. Employee directors are not compensated for Board of Director or committee service in addition to their regular employee compensation.
In 2018, certain non-employee directors also received grants for the 2016-2017 and 2017-2018 director compensation terms, as we were unable to grant equity awards in prior years for the reasons described under “Compensation Discussion and Analysis–Overview” below. For the 2016-2017 term, each eligible director received an award of 5,159 shares of our Common Stock, which was equal to $125,000 divided by the closing market price of our Common Stock on the date of grant. For the respective director’s next anniversary2017-2018 term, each eligible director received an award of joining8,320 shares of our BoardCommon Stock, which was equal to $250,000 divided by the closing market price of Directors, (ii)our Common Stock on November 7, 2017. Awards for the 2016-2017 and 2017-2018 terms were fully vested upon grant, as the service requirement for such awards was satisfied prior to the date of grant. Awards were prorated for directors who joined the first annual meetingBoard during the relevant term.
Other Compensation
Ms. Riley resigned from the Board effective March 25, 2018. At the time of stockholders following the date of grant or (iii) a change of controlher resignation, Ms. Riley served as Board Chair and Chair of the Company.
Gian Fulgoni, who resigned from the Board effective April 23, 2018, had previously served as our Chief Executive Officer until November 13, 2017. In connection with his resignation as Chief Executive Officer, we agreed to issue to Dr. Fulgoni $4,000,000 in Common Stock as compensation for his service as Chief Executive Officer from August 2016 through November 2017 (for which he had not otherwise been compensated).
The issuance of Common Stock to Dr. Fulgoni was contingent upon his continued service as a special advisor to the Board Chair and the Chief Executive Officer through the issuance date, which was June 5, 2018. This compensation was not related to Dr. Fulgoni’s service on the Board.2018 Compensation
The following table sets forth summary information concerning compensation for the non-employee members of our Board in 2018. Bryan Wiener’s compensation for his service as a non-employee director prior to his appointment as our Chief Executive Officer is included under “Compensation Tables–2018 Summary Compensation Table” below. Gian Fulgoni and William Livek did not receive any compensation for their service as directors in 2018; however, Dr. Fulgoni received Common Stock related to his past service as our Chief Executive Officer, as described under “Other Compensation” above. We reimbursereimbursed all of our non-employee directors for all reasonable out-of-pocket expenses incurred in the performance of their duties as directors. Such expense reimbursements are not included as a component of compensation disclosed in the
Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($) |
Russell Fradin | 15,833 | 125,018 | 140,851 |
Jeffrey Ganek(4) | 40,000 | 125,018 | 165,018 |
William J. Henderson | 55,000 | 125,018 | 180,018 |
William Katz | 42,500 | 125,018 | 167,518 |
Ronald J. Korn | 48,000 | 125,018 | 173,018 |
Jarl Mohn(5) | 22,084 | - | 22,084 |
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | ||||||||||||||||||
Gian Fulgoni (2) | — | — | 4,000,034 | (3 | ) | 4,000,034 | ||||||||||||||||
Dale Fuller (4) | 191,132 | 300,409 | (5) | — | 491,541 | |||||||||||||||||
Jacques Kerrest | 104,701 | 451,605 | (6) | — | 556,306 | |||||||||||||||||
Michelle McKenna | 73,842 | 401,206 | (7) | — | 475,048 | |||||||||||||||||
Wesley Nichols (8) | 29,093 | 151,195 | (9) | — | 180,288 | |||||||||||||||||
Robert Norman (10) | 36,349 | 300,409 | (11) | — | 336,758 | |||||||||||||||||
Paul Reilly | 106,894 | 401,206 | (12) | — | 508,100 | |||||||||||||||||
Susan Riley (13) | 162,500 | 201,594 | (14) | 301,500 | (15) | 665,594 | ||||||||||||||||
Brent Rosenthal | 187,661 | 576,608 | (16) | — | 764,269 |
(1) | Amounts reflected in this |
Name | 2016-2017 Term ($) | 2017-2018 Term ($) | 2018-2019 Term ($) | Total ($) | ||||||||||||
Dale Fuller | — | 50,398 | 250,011 | 300,409 | ||||||||||||
Jacques Kerrest | — | 201,594 | 250,011 | 451,605 | ||||||||||||
Michelle McKenna | — | 151,195 | 250,011 | 401,206 | ||||||||||||
Wesley Nichols | — | 151,195 | — | 151,195 | ||||||||||||
Robert Norman | — | 50,398 | 250,011 | 300,409 | ||||||||||||
Paul Reilly | — | 151,195 | 250,011 | 401,206 | ||||||||||||
Susan Riley | — | 201,594 | — | 201,594 | ||||||||||||
Brent Rosenthal | 125,003 | 201,594 | 250,011 | 576,608 |
(2) | Dr. Fulgoni left the |
(3) | Represents Common Stock granted to Dr. Fulgoni as compensation for his service as our Chief Executive Officer from August 2016 through November 2017, with a grant date fair value of |
(4) | Mr. Fuller joined the |
(5) | Represents (a) a prorated Common Stock grant for the 2017-2018 term with a grant date fair value of |
Name | Award Type | Grant Date | Number of Shares | Grant Date Fair Value ($) |
Russell Fradin | Restricted Stock Units | July 22, 2014 | 3,358 | 125,018 |
Jeffrey Ganek(1) | Restricted Stock Units | July 22, 2014 | 3,358 | 125,018 |
William J. Henderson | Restricted Stock Units | July 22, 2014 | 3,358 | 125,018 |
William Katz | Restricted Stock Units | July 22, 2014 | 3,358 | 125,018 |
Ronald J. Korn | Restricted Stock Units | July 22, 2014 | 3,358 | 125,018 |
Jarl Mohn(2) | Restricted Stock Units | July 22, 2014 | 3,358 | 125,018 |
(6) | Represents (a) a Common Stock grant for the 2017-2018 term with a grant date fair value of $201,594 computed in accordance with FASB ASC Topic 718, awarded June 5, 2018, and (b) a restricted stock unit grant for the 2018-2019 term with a grant date fair value of $250,011 computed in accordance with FASB ASC Topic 718, awarded July 2, 2018. As of December 31, 2018, Mr. Kerrest held unvested restricted stock units with respect to 11,390 shares of our Common Stock. |
Represents (a) a prorated Common Stock grant for the 2017-2018 term with a grant date fair value of $151,195 computed in accordance with FASB ASC Topic 718, awarded June 5, 2018, and (b) a restricted stock unit grant for the 2018-2019 term with a grant date fair value of $250,011 computed in accordance with FASB ASC Topic 718, awarded July 2, 2018. As of December 31, 2018, Ms. McKenna held unvested restricted stock units with respect to 11,390 shares of our Common Stock. |
(8) | Mr. |
(9) | Represents a prorated Common Stock grant for the 2017-2018 term with a grant date fair value of $151,195 computed in accordance with FASB ASC Topic 718, awarded June 5, 2018. As of December 31, 2018, Mr. Nichols did not hold any outstanding awards with respect to our Common Stock. |
(10) | Mr. Norman joined the Board on April 16, 2018. |
(11) | Represents (a) a prorated Common Stock grant for the 2017-2018 term with a grant date fair value of $50,398 computed in accordance with FASB ASC Topic 718, awarded June 5, 2018, and (b) a restricted stock unit grant for the 2018-2019 term with a grant date fair value of $250,011 computed in accordance with FASB ASC Topic 718, awarded July 2, 2018. As of December 31, 2018, Mr. Norman held unvested restricted stock units with respect to 11,390 shares of our Common Stock. |
(12) | Represents (a) a prorated Common Stock grant for the 2017-2018 term with a grant date fair value of $151,195 computed in accordance with FASB ASC Topic 718, awarded June 5, 2018, and (b) a restricted stock unit grant for the 2018-2019 term with a grant date fair value of $250,011 computed in accordance with FASB ASC Topic 718, awarded July 2, 2018. As of December 31, 2018, Mr. Reilly held unvested restricted stock units with respect to 11,390 shares of our Common Stock. |
(13) | Ms. Riley left our Board |
(14) | |
Represents a Common Stock grant for the 2017-2018 term with a grant date fair value of $201,594 computed in accordance with FASB ASC Topic 718, awarded June 5, 2018. As of December 31, 2018, Ms. Riley did not |
(15) | Represents consulting fees of |
(16) | Represents (a) a Common Stock grant for the 2016-2017 term with a grant date fair value of |
Named Executive Officers Our named executive officers for the year ended December 31, The following discussion and analysis (“CD&A”) provides information regarding our executive compensation philosophy, the elements of our executive compensation arrangements withprogram, and the factors that were considered in the compensation actions and decisions for our named executive officers during 2018. This CD&A should be read together with the compensation tables and related disclosures set forth elsewhere in this proxy statement.20142018 were:
Bryan Wiener, our former Chief Executive Officer (our “Chief Executive Officer”)(effective May 30, 2018 until March 31, 2019);
William Livek, our former President (until May 30, 2018);
Gregory Fink, our Chief Financial Officer;
Carol DiBattiste, our General Counsel & Chief Compliance, Privacy and People Officer;
Sarah Hofstetter, our former President (effective October 4, 2018 until March 31, 2019); and
Joseph Rostock, our Chief Information and Technology Officer.
Overview
As described below, our company faced extraordinary circumstances in 2018 as we completed a multi-year accounting review, regained compliance with our SEC reporting requirements, relisted our Common Stock on Nasdaq, and experienced significant changes in our executive team. During this time, our Compensation Committee sought to maintain a balance between addressing specific hiring and retention needs, promoting the achievement of company performance objectives, and establishing a more normalized compensation cadence for the company. Among other things, the Compensation Committee:
developed new performance-based incentive compensation programs to better align executive officers’ interests with stockholders;
set objective performance metrics and varying measurement periods, with capped payouts for incentive compensation;
engaged an outside compensation consultant to review our compensation programs, provide analysis of market data, and make recommendations regarding executive officer compensation;
implemented a new market-based equity incentive plan;
revised our executive change of control and severance agreements to increase accountability and alignment with market practice; and
adopted new and revised compensation policies reflective of corporate governance best practices.
Background
As previously disclosed, in February 2016 our Audit Committee commenced an internal investigation, with the assistance of outside advisors, into certain of our Boardaccounting practices, disclosures and internal control matters. The Audit Committee investigation and related matters led to a multi-year delay in filing our periodic reports with the SEC. As a result of Directors (our “Executive Chairman")the delay,
we temporarily stopped granting equity awards to our directors and former Chief Executive Officer;
On March 23, 2018, we exceeded the target levels establishedfiled a comprehensive Annual Report on Form10-K, which included audited financial statements for the key financial measures by which our stockholders evaluate our progress - revenueyears ended December 31, 2017, 2016 and adjusted EBITDA, with our actual achievement at 165% and over 200%, respectively, of the guidance for the year provided to our stockholders. In addition, for the year:
Our inability to grant equity awards prior to filing the 2017 Reports and adopting a new equity incentive plan directly affected our success and innovation. During 2014,compensation decisions for executive officers in 2018, as we entered into several strategic agreements that provide usconsidered equity compensation opportunities lost in prior periods together with access to significantly more robust sourcesnormalized long-term incentive awards for 2018. Our 2018 compensation decisions were also impacted by significant changes in our executive team, as described below.
Senior Executive Changes in 2018
On April 23, 2018, we announced the appointment of data, and platforms on which to provide our data products. Specifically:
On August 4, 2014,September 5, 2018, we announced the appointment of Mr.Sarah Hofstetter as President, effective October 4, 2018.
Compensation Committee Composition
As of January 1, 2018, the Compensation Committee was composed of Paul Reilly (Chair), Wesley Nichols, Susan Riley and Brent Rosenthal. Ms. Riley resigned as our Chief Financial Officer. This appointment followed Mr. Tarpey's May 8, 2014 announcement that he intended to retire froma director and member of the Company. In connection with this transition, our Compensation Committee in consultation with Compensia, approved an employment offer letter with Mr. Wesley providing forMarch 2018, and the following:
Our stockholders expressed support for the compensation of our named executive officers for the year ended December 31, 2013, with more than 90% of the votes cast for approval of their compensation.
The objective of our compensation programs for our employees, including our executive officers, is to attract and retain top talent.talent and to ensure that the total compensation paid is fair, reasonable and consistent with market practice. Our compensation plansprograms are designed to motivate and reward employees for achievement of positive business results and also to promote and enforce accountability.
During 2018, our named executive officers, we areCompensation Committee was guided by the following key principles:
• | Align Stockholder Interests. To further align our executive officers’ interests with those of our stockholders, the Compensation Committee believes that compensation arrangements should be tied to company performance and long-term value creation for our stockholders. |
• | Promote Achievement of Company Objectives. The Compensation Committee believes that executive compensation should promote the achievement of our financial, strategic and operational goals. In designing incentive compensation programs, the Compensation Committee seeks to establish target levels for our performance-based compensation opportunities that align with the goals we communicate to our stockholders. |
• | Reward Superior Performance. The Compensation Committee believes that total compensation for executive officers should be both competitive and tied topre-established objectives. Performance exceeding target levels should be appropriately rewarded, just as performance below target should result in lower compensation. |
• | Attract and Retain Top Talent. The Compensation Committee believes that compensation arrangements should be sufficient to allow us to attract, retain and motivate executive officers with the skills and talent needed to manage our business successfully. To this end, the Compensation Committee takes into consideration factors such as market analyses, experience, alternative market opportunities, and consistency with the compensation paid to others within the company. |
• | Prioritize Tone at the Top. Ensuring that our executive officers prioritize and maintain a strong, ethical corporate culture and appropriate tone at the top – as well as rigorous compliance and internal controls – is an additional principle that guides our Compensation Committee’s actions and decisions. |
Finally, our compensation arrangementsprograms are intended to be tied to our financial performance, strong performance-based equity awardsconsistent with corporate governance best practices. This is demonstrated by our:
stock ownership guidelines for high growth in the value of our common stock serve to align our executive officers’ interests with those of our stockholders.
compensation recovery (clawback) policy and talent to successfully manage our business, taking into consideration a number of factors such as market analyses, experience, alternative market opportunities,provisions, adopted in 2018;
anti-hedging and consistency with the compensation paid to other professionals within our organization.pledging policy, adopted in 2018;
Compensation Committee charter, substantially revised in 2018;
focus on accountability and long-term elements, cashvalue creation;
consideration of market data, input from stockholders and equity elements,critiques from stockholder advisory firms;
limited perquisites; and fixed and contingent payments. We apply
independent Compensation Committee oversight.
Compensation-Setting Process
Guided by our compensation philosophy, using both quantitative and qualitative performance measuresour Compensation Committee seeks to motivatecompensate our named executive officers and reward them for achieving the following goals:
In 2018, our compensation-setting process was also influenced by the unique circumstances we faced. During this period, certain compensation decisions were made on acase-by-case basis, taking into account the situation that confronted the company at the time that we needed to appoint a new executive officer or respond to the incentive and retention challenges that were presented for continuing executive officers. At the same time, we sought to normalize our compensation process by reintroducing annual and long-term incentive compensation cycles consistent with market practice and adopting new compensation policies and practices.
Role of Compensation Committee
The members of our Compensation Committee considers both qualitative and quantitative factors as measures of individual performance and weights these factors in assessing a particular individual’s performance.
Pursuant to its charter, the NASDAQ Stock Market. Our Compensation Committee is comprised of Messrs. Henderson, Katz and Fradin, and is chaired by Mr. Henderson.
Generally, each year the Compensation Committee takes the following steps to ensure that our executive compensation program is consistent with both our compensation philosophyactions in the discharge of its responsibilities:
reviews the corporate goals and our corporate governance guidelines:
examines on an annual basis the performance of our other named executive officers with assistance from our Chief Executive Officer and Executive Chairmanprincipal executive officer and approves total compensation packages for them that it believes to be appropriate and consistent with those generally found in the marketplace for executives in comparable positions;
regularly holds executive sessions without management present; and
engages a compensation consultant to review our executive compensation policies and practices, and provide analysis of the competitive market for our executive officers in connection with each componentcompensation, and make recommendations regarding the elements of our executive officer compensation packages.
As part of its decision-making process, ourthe Compensation Committee evaluates comparative compensation data which includes base salary, short-term cash incentives, long-term incentive compensation (including equity awards) and other compensation components from similarly situated companies. OurHistorically, the Compensation Committee determines
how much we would be willing to pay to retain the executive officer;
how much we would expect to pay in the marketplace to replace the executive officer;
how much the executive officer based oncould otherwise command in the following key factors:employment marketplace;
past performance, as well as the strategic value of the executive officer’s future contributions; and
internal parity within the executive team.
The Compensation Committee also considers the recommendations of our Chief Executive Officerprincipal executive officer (currently our Interim CEO), who annuallyperiodically reviews competitive market data, individualthe performance, and changes in roles orand responsibilities of our other executive officers and proposes adjustments to the executive officer'stheir compensation based on this review. The principal executive officer does not participate in Compensation Committee discussions or make recommendations with respect to his or her own compensation. By evaluating the comparative compensation data in light of the foregoing factors, we believe ourthe Compensation Committee is better ableseeks to tailor its compensation determinations withdecisions to the specific needs and responsibilities of the particular position, and the unique qualifications of the individual named executive officer.
Role of Compensation Consultant
The Compensation Committee is authorized to retain the services of one or more executive compensation advisors from time to time, as it determines in its discretion, in connection with the discharge of its responsibilities. During 2014, ourThe Compensation Committee retained the services of Compensia, Inc.Meridian Capital Partners, LLC (“Meridian”), a national compensation consulting firm, as its compensation consultant. Compensiafor this purpose during 2018. Meridian serves at the discretion of our Compensation Committee. Compensia was engaged to provide advice and information relating to executive officer and director compensation. In 2014, Compensia assisted our Compensation Committee in (i) reviewing our compensation peer group, (ii) analyzing the compensation of our executive officers, (iii) reviewing and analyzing market data related to our executive officers’ base salaries, short-term cash incentives, and long-term incentive compensation levels, and (iv) evaluating equity plan design and structures.
In 2018, Meridian assisted the Compensation Committee hasand Board by providing the following services:
assisting in the design of new annual and long-term incentive programs for executive officers;
analyzing the degree of difficulty in achieving proposed incentive plan goals;
analyzing market data related to performance-based incentive metrics, vehicles and leverage;
evaluating equity plan design, modeling and share usage;
analyzing compensation arrangements for new executive officers, including assisting with the valuation of market-based awards;
reviewing our compensation peer group;
recommending updates to ourchange-in-control and severance agreements with executive officers;
analyzing market data related to outside director compensation; and
assisting in the development of new compensation policies, including our stock ownership guidelines and clawback policy.
The Compensation Committee considered all relevant factors relating to the independence of Compensia in light of the NASDAQ Marketplace RulesMeridian, including but not limited to applicable SEC rules and Nasdaq listing standards on Compensation Committee advisorcompensation consultant independence, and the rules of the Securities and Exchange Commission and has concluded that the work performed by CompensiaMeridian did not raise any conflict of interest.
Competitive Market Data
In order to attract and retain strong management talent, we believe we must provide a total compensation package that is competitive relative to our peers. For this purpose, we consider the practices of specific companies that we have identified as our peers. These companies are selected periodically by our Compensation PoliciesCommittee on the basis of industry, similar business models and comparable financials (including revenue and market capitalization). The peer companies used in the first half of 2018 for 2014compensation planning purposes were as follows. At the time the Compensation Committee evaluated this peer group in 2017, our revenue approximated the median and our market capitalization approximated the 40th percentile of the peer group.
2U | New Relic | |
BroadSoft | Progress Software | |
Cornerstone OnDemand | Proofpoint | |
CoStar Group | Synchronoss Technologies | |
Fair Isaac | TiVo | |
Imperva | Ultimate Software Group | |
j2 Global | Web.com Group | |
LogMeIn | WebMD Health | |
MicroStrategy |
Using data collected from these companies, as well as data from Radford executive compensation surveys forsimilarly-sized
In July 2018, the Compensation Committee requested that Compensia review our direct compensation levels, including base salary, total cash compensation and total direct compensation. Also in 2014, our Compensation Committee requested that CompensiaMeridian review our compensation peer group and recommend any appropriate updates.
2U | Monotype Imaging Holdings | |
Cornerstone OnDemand | New Relic | |
CoStar Group | Progress Software | |
Fair Isaac | Proofpoint | |
Imperva | Quotient Technology | |
Internap Corporation | Synchronoss Technologies | |
j2 Global | TiVo | |
Leaf Group | TrueCar | |
Liquidity Services | Ultimate Software Group | |
LogMeIn | Web.com Group | |
MicroStrategy |
Stockholder Advisory Vote on Executive Compensation
We conducted a report to our Compensation Committee in January 2014 with observations and analyses regardingnon-binding stockholder advisory vote on the direct compensation levels of our named executive officers. The 2014 study referenced both publishedofficers (known as asay-on-pay vote) for the year ended December 31, 2017 at the last annual meeting of stockholders that we held, which was in May 2018. Our stockholders expressed strong support for the 2017 compensation survey data of comparably-sized companies targeting a range of companies with revenues from half to twice our revenues and the compensation peer group. In February 2014, Compensia further reviewed the proposed compensation levels to reflect the Chief Executive Officer transition announced in February 2014. In March 2014, Compensia assisted our Compensation Committee in reviewing proposed adjustments to compensation for ournamed executive officers, to reflectwith more than 99% of the scopevotes cast for approval of responsibilities they would hold after Chief Executive Officer transition.
Executive Compensation Program Elements
Our executive compensation program consists of three primary elements: base salary, performance-basedannual incentive opportunitiescompensation and long-term incentive compensation. We also offer health and welfare benefits and certain separation-related benefits. Although we do not have a long-term time-basedformal policy for allocating executive compensation opportunities. Aside from base salary,among the otherprimary compensation elements, are distributed in the form of equity awards, which we use to further align our executive officer's interests with stockholder interests.
To this end, base salary decisions in 2018 were guided primarily by our business goals. Our Compensation Committee has no formal policy for allocating compensation among the compensation components described above.
We implemented a new, performance-based annual incentive compensation program for our executive officers in 2018. This program, which included both quantitative and qualitative goals, was intended to promote achievement of company financial, strategic and operational objectives. It also included incentives tied to achieving our compliance and internal control objectives, including tone at the top.
Finally, as described above, we adopted a new equity incentive plan in 2018, which allowed us to reintroduce long-term incentive awards for our executive officers. Our 2018 long-term incentive program was designed to align executive and stockholder interests, promote achievement of our financial goals, and reward superior performance. The 2018 program also included consideration of compensation opportunities lost during the period that we were unable to grant equity awards, as well as competitive market data for new executive officers.
Executive Compensation Actions and Decisions for 2018
Base Salaries
Due to the unusual circumstances we faced in 2018, our Compensation Committee initially considereddid not perform a programmatic review of executive compensation levels during the first quarter of the year, as had been its practice prior to the Audit Committee investigation. As a result, the Compensation Committee did not make any routine adjustments to the base salary levels of our named executive officers’ compensation for 2014, base salary determinations were guided primarily by our objective to provide compensation at levels to attract and retain top talent. Also,officers in early 2014, our2018. The Compensation Committee evaluatedestablished base salaries for our new executive officers (Mr. Wiener and Ms. Hofstetter) when they joined the company in May 2018 and October 2018, respectively.
The annualized base salaries of our named executive officers in light of the Chief Executive Officer transition announced and made base salary adjustments based on the changed roles,2018 were as well as the expected transition-related responsibilities that continued with Dr. Abraham and Mr. Fulgoni.
Name | 2013 | 2014 | Percentage Change | |||||
Serge Matta | $ | 415,000 | $ | 475,000 | 14.5 | % | ||
Magid M. Abraham, Ph.D. | 500,000 | 250,000(1) | (50.0 | )% | ||||
Gian M. Fulgoni | 375,000 | 375,000(1) | 0.0 | % | ||||
Kenneth J. Tarpey (retired August 28, 2014) | 367,500 | 367,500 | 0.0 | % | ||||
Cameron Meierhoefer | 321,000 | 353,000 | 10.0 | % | ||||
Christiana Lin | 302,500 | 333,000 | 10.0 | % |
Name | Base Salary | |||
Bryan Wiener | $ | 525,000 | ||
William Livek | 443,700 | |||
Gregory Fink | 390,000 | |||
Carol DiBattiste | 385,000 | |||
Sarah Hofstetter | 450,000 | |||
Joseph Rostock | 375,000 |
Annual Incentive Compensation
In March 2018, our Compensation Committee makes its determinations as to the prior year’sestablished performance goals and targets for annual incentive awards that our continuing executive officers were eligible to earn these shares. for 2018. When Mr. Wiener joined the company in May 2018, the same performance goals were applied to his annual incentive opportunity. Ms. Hofstetter, who joined the company in the fourth quarter of 2018, was not eligible to participate in the annual incentive program for 2018; instead, she received a guaranteed bonus of $85,000, representingone-fourth of the annual incentive opportunity she otherwise would have had.
The target weighting, performance objectives, and results are described belowannual incentive awards for theour named executive officers (other than Dr. Abraham). GivenMs. Hofstetter) for 2018, presented as a percentage of base salary, were as follows:
Name | Target Award (% of Base Salary) | |||
Bryan Wiener | 100% | |||
William Livek | 100% | |||
Gregory Fink | 75% | |||
Carol DiBattiste | 80% | |||
Joseph Rostock | 75% |
For each executive officer who participated in the Chief Executive Officer transition requirements, Dr. Abraham's annual incentive program, 70% of the target award was based on the company’s achievement ofpre-established goals relating to 2018 revenue and adjusted EBITDA, weighted equally. For purposes of the annual incentive awards, adjusted EBITDA was defined as net income (loss) plus or minus interest, taxes, depreciation, amortization of intangible assets, stock-based compensation was separately addressed byexpense, charges for matters relating to the Audit Committee investigation (such as litigation and investigation-related costs, costs associated with tax projects, audits, consulting and other professional fees), other legal proceedings specified in our Compensation Committeesenior secured convertible notes, settlement of certain litigation, restructuring costs, and is describednon-cash changes in the section below titled, "
The amountremaining 30% of each named executive officer’s target annualaward was based on the company’s achievement ofpre-established strategic and operating milestones. These objectives related to sales operations, business stabilization, product advancement, data compliance and governance, technology development and operations, completion of our multi-year audit, Nasdaq relisting, financing activities, internal control remediation, regulatory compliance, resolution of litigation, and implementation of our new equity incentive award opportunity was determined by ourplan.
The Compensation Committee after consideration of the compensation analysis prepared by Compensia, the previously-announced Chief Executive Officer transition, the recommendations of our Chief Executive Officer (except with respect to his own target annual incentive award opportunity), and the other factors described above. The target annual incentive award opportunities of our named executive officers were as follows:
Name | Target Annual Incentive Award Opportunity ($) | Maximum Annual Incentive Award Opportunity ($) | ||||
Serge Matta | $ | 700,000 | $ | 1,400,000 | ||
Gian M. Fulgoni | 375,000 | 750,000 | ||||
Kenneth J. Tarpey (retired August 28, 2014) | 275,625 | 551,250 | ||||
Cameron Meierhoefer | 264,750 | 529,500 | ||||
Christiana Lin | 249,750 | 499,500 |
Name | Corporate Performance Objective - Revenue | Corporate Performance Objective - Adjusted EBITDA | Individual Performance Objectives |
Serge Matta | 50% | 50% | N/A |
Gian M. Fulgoni | 80% | N/A | 20% |
Kenneth J. Tarpey (retired August 28, 2014) | 80% | N/A | 20% |
Cameron Meierhoefer | 50% | N/A | 50% |
Christiana Lin | N/A | N/A | 100% |
The threshold, target and maximum performance levels for these measureseach performance measure were as follows:
Performance Measure | Performance (0%) | Target Performance (100%) | Maximum Performance (200%) | |||||
Revenue | $ | $ | $ | |||||
Adjusted EBITDA | $ | $ | $ | |||||
Strategic/Operating Goals | 7 of 14 | 10 of 14 | 14 of 14 |
The Compensation Committee established the target performance levels for each of these measures at amountslevels that it believed to be challenging but attainable through the successful execution of our annual operating plan. In addition, each of these performance levelslevel was assigned a payment amount commensurate with the reward that ourthe Compensation Committee, in its judgment, believed was reasonable and appropriate for thosethese results. Our
In February 2019, the Compensation Committee reviewed our financial, strategic and operating results for 2018 and determined that no payment would be made with respect to a performance measure if our actual achievement was less than the threshold level established for that measure. In addition, for actual achievement between the threshold and target, and target and maximum, performance levels, payments were to be calculated for each measure on a linear basis starting from 50% achievement at the threshold.
Performance Measure | Target Performance | Actual Performance | Attainment Level (Interpolated) | |||||
Revenue | $442.4 million | $419.5 million | 41% | |||||
Adjusted EBITDA | $19.0 million | $16.4 million | 86% | |||||
Strategic/Operating Goals | 10 of 14 | 11.4 of 14 | 135% |
Based on these results, the Compensation Committee approved the following annual incentive awards were also based on each named executive officer’s achievement against his or her individual performance objectives. Individual performance objectives for each named executive officer were established at the beginning of the year in discussions with our Chief Executive Officer. These objectives could be quantitative or qualitative goals, depending on the organizational priorities for a given year, and typically focused on key departmental or operational objectives or functions. Most of these objectives were intended to provide a set of common goals that facilitated collaborative management and engagement, although our named executive officers could also be assigned individual goals. In all cases, the individual performance objectives were intended to be challenging, but attainable, and designed to produce annual incentive awards that reflected meaningful performance requirements.
Name | Target Award | Actual Award | Actual Award vs. Target | |||||||||||
Bryan Wiener | $ | 525,000 | $ | 446,250 | 85 | % | ||||||||
William Livek | 443,700 | 377,145 | 85 | % | ||||||||||
Gregory Fink | 292,500 | 248,625 | 85 | % | ||||||||||
Carol DiBattiste | 308,000 | 261,800 | 85 | % | ||||||||||
Joseph Rostock | 281,250 | 239,063 | 85 | % |
Long-Term Incentive Compensation
June 5, 2018 Approval
On May 30, 2018, our stockholders approved the 2018 Equity and Dr. Abraham) were as follows:
For Mr. Wiener, the Compensation Committee approved grants consistent with his employment agreement (described below under “Other Compensation Elements–Employment Agreements”). Specifically, the Compensation Committee granted an award of 24,989 shares of Common Stock, which were fully vested upon grant, and 24,988 RSUs, which were scheduled to vest on November 30, 2019 subject to Mr. Wiener’s continued employment through such date, with accelerated
payment upon certain terminations of employment or a change in control. (As described under “Payments Upon Termination or Change in Control” below, Mr. Wiener resigned as wellour Chief Executive Officer on March 31, 2019.) This award was intended to compensate Mr. Wiener for compensation forfeited as a result of leaving his previous employer.
Also consistent with Mr. Wiener’s employment agreement, the Compensation Committee granted an additional long-term award of 68,151 performance-based RSUs, so as to align Mr. Wiener’s performance immediately with our stockholders. The performance-based RSUs were scheduled to vest subject to (x) Mr. Wiener’s continued employment through May 30, 2021, and (y) the attainment of certain company stock price hurdles (set at 135%, 165% and 200% of the10-day average stock price preceding the date Mr. Wiener’s employment agreement was signed), maintained for at least 65 consecutive trading days during the five-year period following the date of the award.
Finally, the Compensation Committee granted to Mr. Wiener a prorated award of 6,240 shares of Common Stock for the period during which he served as anon-employee member of our Board of Directors.
For Mr. Fink, the Compensation Committee determined that our actual achievement,granted asign-on award of 33,017 RSUs, to vest in four equal annual installments beginning on November 15, 2018, subject to Mr. Fink’s continued employment through each vesting date. The Compensation Committee also granted to Mr. Fink 4,128 RSUs in recognition of his significant contribution and corresponding payment levels, with respecttime commitment to the corporate performance objectives for 2014 were as follows:
For Ms. DiBattiste, the Compensation Committee as togranted 11,380 shares of Common Stock, representing the appropriate levelvested portion of achievement with respect to those objectives. Upon review of these recommendations, ourasign-on award for Ms. DiBattiste’s employment commencement in January 2017. The Compensation Committee determined thatgranted the individual performance objectivesremaining portion of each named executive officer had been attained at the following percentage levels:
For Mr. Rostock, the Compensation Committee granted asign-on award of 33,017 RSUs, to vest in four equal annual installments beginning on November 15, 2018, subject to Mr. Rostock’s continued employment through each vesting date. The Compensation Committee also granted to Mr. Rostock 1,495 RSUs, to vest on March 15, 2019, in payment of a bonus relating to the period prior to his appointment as an executive officer of the company.
September 7, 2018 Approval
On September 7, 2018, the Compensation Committee, after consultation with Meridian, granted performance-based RSUs and time-based RSUs to certain executive officers under the Plan. These awards were designed as part of a normalized compensation program for our executive team, with target opportunities of $4,000,000 for Mr. Wiener and $750,000 each for Mr. Fink, Ms. DiBattiste and Mr. Rostock, and represented the first performance-based long-term incentives awarded since the commencement of the Audit Committee investigation in 2016.
The following table sets forth the target awards granted to Mr. Wiener, Mr. Fink, Ms. DiBattiste and Mr. Rostock on September 7, 2018:
Name | Award Type | Performance-Based Restricted Stock Units | Time-Based Restricted Stock Units | |||||||||||
Bryan Wiener(1) | 2018 Annual | 72,695 | 109,042 | |||||||||||
Gregory Fink | 2018 Annual | 16,502 | 24,753 | |||||||||||
Carol DiBattiste(2) | | 2018 Annual 2017 Annual* |
| | 16,502 16,502 |
| | 24,753 24,753 |
| |||||
Joseph Rostock | 2018 Annual | 16,502 | 24,753 |
(1) | Mr. Wiener’s target opportunity was converted to units based on the10-day average stock price preceding the date his employment agreement was signed, resulting in a grant date fair value of $3,303,979 rather than $4,000,000. |
(2) | Ms. DiBattiste received normalized long-term incentive grants for 2017 because her employment began in January 2017. |
The 2018 performance-based RSUs will vest on March 1, 2021 and convert into shares of our common stock as follows:
Name (1) | Target Annual Incentive Award Opportunity ($) | Actual Annual Incentive Award ($) | Actual Annual Incentive Award (number of shares) (2) | Actual Annual Incentive Achieved Against Target (%) | ||||||
Serge Matta | $ | 700,000 | $ | 1,287,775 | 29,629 | 184 | % | |||
Gian M. Fulgoni | 375,000 | 571,093 | 13,232 | 152 | % | |||||
Melvin Wesley III | 240,000 | 383,128 | 8,877 | 160 | % | |||||
Cameron Meierhoefer | 265,000 | 340,951 | 7,900 | 127 | % | |||||
Christiana Lin | 249,500 | 249,750 | 5,787 | 100 | % |
The grants of 2018 time-based RSUs will vest in shares of our common stock. As discussed below, these awards are earned, if at all, based entirelythree equal installments on our corporate performance. For 2014, the target long-term incentive awards granted to our named executive officers (other than Dr. Abraham) were as follows:
Name and Principal Position | Target Annual Incentive Award Opportunity ($) | Maximum Annual Incentive Award Opportunity ($) | ||||
Serge Matta | $ | 700,000 | $ | 1,400,000 | ||
Gian M. Fulgoni | 275,000 | 500,000 | ||||
Kenneth J. Tarpey (retired August 28, 2014) | 150,000 | 300,000 | ||||
Cameron Meierhoefer | 450,000 | 900,000 | ||||
Christiana Lin | 450,000 | 900,000 |
The Compensation Committee also approved grants to Ms. Hofstetter, effective October 4, 2018, in accordance with the firstterms of her employment agreement (described below under “Other Compensation Elements–Employment Agreements”). Specifically, the Compensation Committee approved a long-term incentive award composed of (i) 42,095 performance-based RSUs, to vest on March 1, 2021 and second anniversariesconvert into shares of Common Stock based on, and subject to, the achievement of the datesame revenue growth and adjusted EBITDA goals applicable to other executive officers, with an opportunity to earn between 0% and 200% of determination bytarget units depending on the level of achievement (which award was intended to align Ms. Hofstetter’s performance immediately with our stockholders); and (ii) 63,142 time-based RSUs, to vest in three equal installments on March 1, 2019, March 1, 2020 and March 1, 2021. In addition, the Compensation Committee subjectapproved an award of 23,021 RSUs, to continued employment through eachvest in three equal installments on October 4, 2019, October 4, 2020 and October 4, 2021. This award was intended to compensate Ms. Hofstetter for compensation forfeited as a result of the vesting dates.
The Compensation Committee’s decision to grant a combination of performance-based RSUs and Relative Weightings
Name | Corporate Performance Objective - Revenue | Corporate Performance Objective - Adjusted EBITDA |
Serge Matta | 50% | 50% |
Gian M. Fulgoni | N/A | 100% |
Kenneth J. Tarpey (retired August 28, 2014) | N/A | 100% |
Cameron Meierhoefer | N/A | 100% |
Christiana Lin | N/A | 100% |
Name (1) | Target Annual Incentive Award Opportunity ($) | Actual Annual Incentive Award ($) | Actual Annual Incentive Award (number of shares) (2) | Actual Annual Incentive Achieved Against Target (%) | ||||||
Serge Matta | $ | 700,000 | $ | 1,287,775 | 29,629 | 184 | % | |||
Gian M. Fulgoni | 275,000 | 500,000 | 11,585 | 200 | % | |||||
Melvin Wesley III | 450,000 | 900,000 | 20,853 | 200 | % | |||||
Cameron Meierhoefer | 450,000 | 900,000 | 20,853 | 200 | % | |||||
Christiana Lin | 450,000 | 900,000 | 20,853 | 200 | % |
Other Compensation Award.
Name (1) | Long-Term Time-Based Equity Award ($) | Long-Term Time-Based Award (number of shares) (2) |
Serge Matta | $700,000 | 16,219 |
Gian M. Fulgoni | N/A | N/A |
Melvin Wesley III(3) | 300,000 | 6,951 |
Cameron Meierhoefer | 300,000 | 6,951 |
Christiana Lin | 300,000 | 6,951 |
Employment Agreements
In connection with Mr. Matta's promotionWiener’s appointment as CEO, we entered into an employment agreement with him dated April 20, 2018. The initial term of Mr. Wiener’s employment agreement was three years, with automatic renewal for successiveone-year periods unless either party provided the other with written notice ofnon-renewal. Mr. Wiener’s 2018 base salary, annual incentive award,sign-on equity awards and long-term incentive awards, all of which are described above under “Executive Compensation Actions and Decisions for 2018,” were consistent with the terms of his employment agreement. Mr. Wiener’s employment agreement also provided for certain benefits in connection with a termination of his employment, as described in detail under “Payments Upon Termination or Change in Control” below. Finally, we reimbursed Mr. Wiener for $52,524 in attorneys’ fees and other expenses related to our Chief Executive Officer in February 2014, our Compensation Committee granted himthe negotiation of his employment agreement.
In connection with Ms. Hofstetter’s appointment as President, we entered into an employment agreement with her dated September 4, 2018. The initial term of Ms. Hofstetter’s employment agreement was three years, with automatic renewal for successiveone-year periods unless either party provided the other with written notice ofnon-renewal. Ms. Hofstetter’s 2018 base salary, annual bonus,sign-on equity award inand long-term incentive awards, all of which are described above under
“Executive Compensation Actions and Decisions for 2018,” were consistent with the formterms of an RSU awardher employment agreement. In addition, Ms. Hofstetter was eligible for 44,459 sharesa cashsign-on bonus of our common stock, with 50%$437,500, half of which was paid on November 15, 2018 and the award, or 22,230 shares,other half of which was scheduled to be earned basedpaid on the achievementApril 4, 2020. Thissign-on bonus was intended to compensate Ms. Hofstetter, in part, for compensation forfeited as a result of corporate performance objectives establishedleaving her previous employer. Ms. Hofstetter’s employment agreement also provided for 2014,certain benefits in connection with a termination of her employment, as described in detail under “Payments Upon Termination or Change in Control” below. Finally, we reimbursed Ms. Hofstetter for $4,807 in attorneys’ fees and the remaining 50%, or 22,229 shares, to vest in equal annual installments in February 2015, 2016, and 2017, all subject to his continued employment through each of the vesting dates.
CFO Special Bonus
On April 16, 2018, our Compensation Committee approved additional equity awardsa special performance bonus for Mr. Fink in recognition of his significant contribution and time commitment to the form of an RSU award for 7,500 sharescompletion of our common stock to each ofmulti-year audit and financing. Under the bonus, Mr. MeierhoeferFink received $100,000 in cash in April 2018 and Ms. Lin, to recognize the efforts that would be required by these named executive officers to assist Mr. Matta$100,000 in achieving the 2014 corporate performance objectives set for him. Similar to the promotional equity awardtime-based RSUs. The RSUs were granted to Mr. Matta, 50% of this award was performance-based,on June 5, 2018 and 50% of the award was time-based, with vesting to occurwill vest over three years, all subject to his or her continued employment through each of the vesting dates.
Stock-Price Target (per share) (1) | Percentage of Shares Subject to Stock Option That Will Become Exercisable | Percentage of Shares Subject to RSU Award That Will Vest | |
$48.00 | 66 % | 48 % | |
$50.00 | 10 % | 10 % | |
$55.00 | 14 % | 22 % | |
$60.00 | 10 % | 20 % |
Name | Stock Option (number of shares) | Restricted Stock Unit Award (number of shares) |
Serge Matta | 984,727 | 141,678 |
Melvin Wesley III | 218,828 | 31,484 |
Cameron Meierhoefer | 218,828 | 31,484 |
Christiana Lin | 218,828 | 31,484 |
Benefits and Perquisites
We provide the following welfarehealth and healthwelfare benefits to our named executive officers on the same basis as the benefits are provided to all our other U.S. employees:
medical and dental insurance;
life insurance;
short-term and long-term disability;disability insurance; and
a Section 401(k) plan.plan with a company matching feature.
We believe these benefits are consistent with those offered by other companies, and specificallyincluding those with those companies with whichwhom we compete for executive talent.
In general, we do not provide significant perquisites or other personal benefits to our executive officers, and thereforwe do not view perquisites and other personal benefits as a significant componentmaterial element of our executive compensation program. Our Compensation Committee has the authority to approve perquisites,We occasionally provide benefits, however, primarily for retention purposes or to accommodate specific, and usually temporary, circumstances of executives who do not reside near their work locations.
Change of Control and Severance Agreements
Our namedcontinuing executive officers are parties to various agreements that provide for certain payments and benefits to them in the event of a termination of their employment including in connection withor a change in control of our Company.
In 2018, our Compensation Committee revised our standard form of change of control and severance agreement to prohibit a finding of “good reason” for resignation where (i) an executive officer’s conduct subjects his or her compensation to
clawback provisions under any company policy, company agreement or applicable federal law or regulation or (ii) a material diminution in an executive officer’s base compensation, authority or responsibilities is caused by the achievementintentional or reckless conduct of the executive himself or herself. The Compensation Committee also narrowed the definition of “good reason” for certain benefits and removed a provision in the form that would have provided for accelerated vesting of equity awards in the event that an executive officer remained employed or continued to provide services to the company through theone-year anniversary of a change of control. Mr. Fink, Ms. DiBattiste and Mr. Rostock are covered by the revised terms.
The material terms and conditions of our business objectiveexecutive change of management retention.
Other Compensation Policies
Stock Ownership Guidelines
In 2018, our executive officers had not previously engaged in hedging transactions involving Company securities, we have adopted a formal policy that prohibits hedging or similar transactions to ensure that the members of our leadership team (including our named executive officers)Compensation Committee recommended, and the non-employee members of our Board of Directors bearadopted, stock ownership guidelines to further align the full riskslong-term interests of ownership of our common stock.
Clawback Policy
In 2018, our Compensation Committee recommended, and our Board of Directors adopted, a clawback policy, which provides that (i) if an accounting restatement occurs, the Board will seek to recover (a) any excess incentive-based compensation from an executive officer determined to have committed misconduct resulting in the restatement and (b) any compensation recoverable from the CEO or CFO under Section 304 of the Sarbanes-Oxley Act of 2002; (ii) the Board will seek to recover any incentive-based compensation or other compensation from an executive officer if the compensation was determined to be based on financial results or operating metrics that were satisfied as a result of such executive officer’s knowing or intentional fraudulent or illegal conduct; and (iii) the Board will seek to recover from an executive officer any incentive-based compensation it determines was awarded due to an error in the calculation of such compensation.
Anti-Hedging and Pledging Policy
In 2018, our Compensation Committee recommended, and our Board of Directors adopted, an anti-hedging and pledging of our common stock, we have adopted a formal policy, thatwhich prohibits theexecutive officers and their family members from hedging and pledging of our equity securitiesCommon Stock as collateral for loans to ensure that a foreclosureloan or purchasing Common Stock on such securities would not trigger inadvertent insider trading violations.
Compensation Risk Assessment
Our Compensation Committee and management have considered whether our current compensation programs for employees create incentives for excessive or unreasonable risks that could have a material adverse effect on us. Ourthe company. This has included consideration of the Audit Committee investigation findings and the internal control weaknesses identified by management, as well as our decision to specify maximum payouts for incentive compensation, increase our focus on equity compensation over cash, use multiple performance metrics and measurement periods, require Compensation Committee believesreview and validation of results and payouts, implement stock ownership guidelines, and adopt a clawback policy. We believe that our compensation programs, as currently designed, are consistent with practices for our industry and that the risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on us.
Tax and Accounting Implications of Executive Compensation
Deductibility of Executive Compensation
Generally, Section 162(m) of the Internal Revenue Code but such treatmentof 1986, as amended, disallows public companies a tax deduction for federal income tax purposes of remuneration in excess of $1 million paid to certain executive officers. Pursuant to tax law changes effective in 2018, these executive officers include a public company’s chief executive officer, chief financial officer, and each of the three other most highly-compensated executive officers whose compensation is not guaranteed, asrequired to be disclosed to stockholders under the Securities Exchange Act of 1934 in any taxable year. In making compensation decisions, our Compensation Committee reservesmay consider the rightpotential effects of Section 162(m) on the compensation paid to pay or award our named executive officers compensation that may not be deductible by reason of the application of Section 162(m) if it determines that such payments or awards are in the best interests of our Company and our stockholders.
Accounting for Stock-Based Compensation
We follow Financial Accounting StandardStandards Board Accounting Standards Codification Topic 718 or (“ASC Topic 718,718”) for our stock-based compensation awards. ASC Topic 718 requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including stock options and RSU awards, based on the grant date “fair value”fair value of these awards. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based compensation awards in their income statements over the period that an executive officeraward recipient is required to render service in exchange for the option or other award.
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this proxy statement with ourthe company’s management. Based on our Compensation Committee’sits review of, and the discussions with management with respect to, the Compensation Discussion and Analysis, our compensation committeethe Compensation Committee recommended to our Board of DirectorDirectors that the Compensation Discussion and Analysis be included in this proxy statement forstatement.
COMPENSATION COMMITTEE
Kathleen Love
Joanne Bradford
Robert Norman
Paul Reilly
The foregoing Compensation Committee report is made by the fiscal year ended December 31, 2014 for filing withcurrent members of the SecuritiesCompensation Committee, notwithstanding that Ms. Love and Exchange Commission.
The following table sets forth summary information concerning compensation for the following persons: (i) all persons serving as our chiefprincipal executive officer during 2014,2018, (ii) all persons serving as our chiefprincipal financial officer during 20142018, and (iii) the next three most highly compensated of our other executive officers who received compensation during 2014 of at least $100,000 and who were executive officersserving on December 31, 2014.2018. We refer to these personsindividuals as our “named executive officers” elsewhere in this proxy statement. The following table includes all compensation earned by the named executive officers for the respective periods, regardless of whether such amounts were actually paid during the period.Name and Principal Position Year($) Salary ($) All Other Compensation ($) Total ($) 2014 107,897 4,383,092 2014 322,833 4,700,604
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compen- sation ($)(3) | Total ($) | |||||||||||||||||||||||||
Bryan Wiener (4) | 2018 | 337,656 | (5) | 393,750 | (6) | 5,984,838 | 52,500 | 54,507 | 6,823,251 | |||||||||||||||||||||||
Chief Executive | ||||||||||||||||||||||||||||||||
William Livek (4) | 2018 | 443,700 | — | — | 377,145 | 3,595 | 824,440 | |||||||||||||||||||||||||
Former President; | 2017 | 443,700 | 444,000 | — | — | 3,090 | 890,790 | |||||||||||||||||||||||||
2016 | 409,245 | — | 356,000 | — | 4,655 | 769,900 | ||||||||||||||||||||||||||
Gregory Fink | 2018 | 390,000 | 100,000 | (7) | 1,650,039 | 248,625 | 3,506 | 2,392,170 | ||||||||||||||||||||||||
Chief Financial | 2017 | 95,875 | 73,125 | — | — | 52 | 169,052 | |||||||||||||||||||||||||
Carol DiBattiste | 2018 | 385,000 | — | 2,602,909 | 261,800 | 3,333 | 3,253,042 | |||||||||||||||||||||||||
General Counsel & | 2017 | 355,590 | 2,008,000 | — | — | 3,320 | 2,366,910 | |||||||||||||||||||||||||
Sarah Hofstetter (8) | 2018 | 107,386 | 303,750 | (9) | 2,374,055 | — | 52 | 2,785,243 | ||||||||||||||||||||||||
President | ||||||||||||||||||||||||||||||||
Joseph Rostock | 2018 | 375,000 | — | 1,586,242 | 239,063 | 3,506 | 2,203,811 | |||||||||||||||||||||||||
Chief Information |
(1) | Amounts reflected in this column represent the aggregate grant date fair value of stock |
(2) | Amounts reflected in this column for 2018 represent amounts earned by the named executive officers pursuant to their 2018 annual incentive awards. For additional information regarding the 2018 annual incentive awards, please see the section above entitled “Executive Compensation Actions and Decisions for 2018—Annual Incentive Compensation.” |
(3) | Amounts for 2018 include (a) matching contributions by us to the named executive officers’ (other than Ms. Hofstetter) 401(k) plan accounts, (b) payment of life insurance and accidental death and dismemberment premiums on behalf of the named executive officers, and (c) reimbursement of attorneys’ fees of $52,524 for Mr. Wiener in connection with the negotiation of his employment agreement. |
(4) | Mr. Wiener was appointed Chief Executive Officer effective May 30, 2018, and Mr. Livek transitioned from President to Vice Chairman and special advisor to the Chief Executive Officer at that time. Mr. Wiener resigned as Chief Executive Officer on March 31, 2019. |
(5) | This amount includes $25,440 in director fees received by Mr. Wiener during 2018 prior to the date he became Chief Executive Officer. |
(6) | Mr. Wiener’s 2018 annual incentive award was guaranteed at a minimum of 75% of his target award. As such, this amount reflects the portion of Mr. Wiener’s 2018 annual incentive award that was guaranteed, with the remainder of his 2018 annual incentive award reflected in the“Non-Equity Incentive Plan Compensation” column. |
(7) | Amount reflects a cash performance bonus of $100,000, payable in lump sum in April 2018, in recognition of Mr. Fink’s significant contribution and time commitment to the completion of our multi-year audit process and financing. |
(8) | Ms. Hofstetter was appointed President effective October 4, 2018 and resigned as President on March 31, 2019. |
(9) | Amount reflects a cashsign-on bonus of $218,750 and aone-time cash bonus of $85,000. |
2018 Grants of Plan-Based Awards Table
The following table sets forth information about grants of plan-based awards to our named executive officers during 2018.
Name | Grant Date | Approval Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($) (14) | ||||||||||||||||||||||||||||||||||
Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||||||||||||||||||||||||||||||||
Bryan Wiener | — | 525,000 | 1,050,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||||
Stock (2) | 6/5/2018 | 6/5/2018 | — | — | — | — | — | — | 6,240 | 151,195 | ||||||||||||||||||||||||||||||
Stock (2) | 6/5/2018 | 6/5/2018 | — | — | — | — | — | — | 24,989 | 605,483 | ||||||||||||||||||||||||||||||
RSUs (3) | 6/5/2018 | 6/5/2018 | — | — | — | — | — | — | 24,988 | 605,459 | ||||||||||||||||||||||||||||||
PSUs (4) | 6/5/2018 | 6/5/2018 | — | — | — | — | 68,151 | — | — | 1,318,722 | ||||||||||||||||||||||||||||||
RSUs (5) | 9/7/2018 | 9/7/2018 | — | — | — | — | — | — | 109,042 | 1,982,384 | ||||||||||||||||||||||||||||||
PSUs (6) | 9/7/2018 | 9/7/2018 | — | — | — | — | 72,695 | 145,390 | — | 1,321,595 | ||||||||||||||||||||||||||||||
William Livek | — | 443,700 | 887,400 | — | — | — | — | — | ||||||||||||||||||||||||||||||||
Gregory Fink | — | 292,500 | 585,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||||
RSUs (7) | 6/5/2018 | 6/5/2018 | — | — | — | — | — | — | 33,017 | 800,002 | ||||||||||||||||||||||||||||||
RSUs (8) | 6/5/2018 | 6/5/2018 | — | — | — | — | — | — | 4,128 | 100,021 | ||||||||||||||||||||||||||||||
RSUs (5) | 9/7/2018 | 9/7/2018 | — | — | — | — | — | — | 24,753 | 450,010 | ||||||||||||||||||||||||||||||
PSUs (6) | 9/7/2018 | 9/7/2018 | — | 16,502 | 33,004 | — | 300,006 | |||||||||||||||||||||||||||||||||
Carol DiBattiste | — | 308,000 | 616,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||||
Stock (2) | 6/5/2018 | 6/5/2018 | — | — | — | — | — | — | 11,380 | 275,737 | ||||||||||||||||||||||||||||||
RSUs (9) | 6/5/2018 | 6/5/2018 | — | — | — | — | — | — | 34,137 | 827,140 | ||||||||||||||||||||||||||||||
RSUs (10) | 9/7/2018 | 9/7/2018 | — | — | — | — | — | — | 24,753 | 450,010 | ||||||||||||||||||||||||||||||
RSUs (5) | 9/7/2018 | 9/7/2018 | — | — | — | — | — | — | 24,753 | 450,010 | ||||||||||||||||||||||||||||||
PSUs (11) | 9/7/2018 | 9/7/2018 | — | — | — | — | 16,502 | 33,004 | — | 300,006 | ||||||||||||||||||||||||||||||
PSUs (6) | 9/7/2018 | 9/7/2018 | — | — | — | — | 16,502 | 33,004 | — | 300,006 | ||||||||||||||||||||||||||||||
Sarah Hofstetter | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||
RSUs (12) | 10/4/2018 | 9/7/2018 | — | — | — | — | — | — | 23,021 | 426,119 | ||||||||||||||||||||||||||||||
RSUs (5) | 10/4/2018 | 9/7/2018 | — | — | — | — | — | — | 63,142 | 1,168,758 | ||||||||||||||||||||||||||||||
PSUs (6) | 10/4/2018 | 9/7/2018 | — | — | — | — | 42,095 | 84,190 | — | 779,178 | ||||||||||||||||||||||||||||||
Joseph Rostock | — | 281,250 | 562,500 | — | — | — | — | — | ||||||||||||||||||||||||||||||||
RSUs (13) | 6/5/2018 | 6/5/2018 | — | — | — | — | — | — | 1,495 | 36,224 | ||||||||||||||||||||||||||||||
RSUs (7) | 6/5/2018 | 6/5/2018 | — | — | — | — | — | — | 33,017 | 800,002 | ||||||||||||||||||||||||||||||
RSUs (5) | 9/7/2018 | 9/7/2018 | — | — | — | — | — | — | 24,753 | 450,010 | ||||||||||||||||||||||||||||||
PSUs (6) | 9/7/2018 | 9/7/2018 | — | — | — | — | 16,502 | 33,004 | — | 300,006 |
(1) | Amounts in these columns represent the target and maximum estimated payouts for the 2018 annual incentive awards granted to our named executive officers. Thenon-equity incentive plan awards do not have a threshold. The actual value of the incentive awards paid to our named executive officers for 2018 under this program can be found above in the“Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. For additional information regarding the 2018 annual incentive awards, please see the section above entitled “Executive Compensation Actions and Decisions for 2018—Annual Incentive Compensation.” |
(2) | These awards are fully vested shares of common stock granted under our 2018 Equity and Incentive Compensation Plan (the “Plan”). Mr. Wiener’s grant of 6,240 shares of Common Stock reflects a stock award received for his service as anon-employee director prior to becoming Chief Executive Officer. |
(3) | This award is asign-on restricted stock unit award granted under the Plan that would have vested on November 30, 2019, subject to the named executive officer’s continued employment or service through such vesting date. As described below under “Payments Upon Termination or Change in Control—Wiener Separation Agreement,” in connection with Mr. Wiener’s resignation, this restricted stock unit award vested in full. |
(4) | This award is asign-on performance-based restricted stock unit award granted under the Plan that includes two performance periods and would have been eligible to vest on May 30, 2021, subject to the named executive officer’s continued employment or service through such date, and based on achievement of certain stock price hurdles occurring within the first performance period which would have ended on April 20, 2021, with an opportunity for additional performance vesting during a second performance period based on continued achievement of stock price hurdles beginning on April 21, 2021 and ending on June 5, 2023. This award did not have a threshold or target amount, but only a maximum payout equal to 100% of the number of shares denominated in the award. For purposes of this row, the number of shares denominated in this award is reflected in the “Target” column. As described below under “Payments Upon Termination or Change in Control—Wiener Separation Agreement,” in connection with Mr. Wiener’s resignation, Mr. Wiener forfeited this performance-based restricted stock unit award. |
(5) | These awards are time-based restricted stock unit awards granted under the Plan that vested as toone-third on March 1, 2019 and will vest as toone-third on each of March 1, 2020 and March 1, 2021, subject to the named executive officer’s continued employment or service through such vesting dates. As described below under “Payments Upon Termination or Change in Control—Wiener Separation Agreement,” in connection with Mr. Wiener’s resignation, 36,348 of these restricted stock units were forfeited and 36,347 of these restricted stock units vested. As described below under “Payments Upon Termination or Change in Control—Hofstetter Separation Agreement,” in connection with Ms. Hofstetter’s resignation, the remaining portion of this restricted stock unit award (42,094 restricted stock units) was forfeited. |
(6) | These awards are performance-based restricted stock unit awards granted under the Plan that are eligible to become earned on March 1, 2021 based on achievement of certain revenue and adjusted EBITDA performance goals through the performance period ending December 31, 2020, subject to the named executive officer’s continued employment or service through March 1, 2021. This award has a threshold payout of 0%, a target payout of 100% and a maximum payout of 200%. This row reflects as “target” the number of shares denominated in the award and as “maximum,” the maximum performance-based restricted stock units that are eligible to become earned. As described below under “Payments Upon Termination or Change in Control—Wiener Separation Agreement,” in connection with Mr. Wiener’s resignation, 36,348 of these performance-based restricted stock units were forfeited and the service requirement with respect to 36,347 of these performance-based restricted stock units was deemed satisfied and such performance-based restricted stock units remain eligible to be earned subject to achievement of the applicable performance goals. As described below under “Payments Upon Termination or Change in Control—Hofstetter Separation Agreement,” in connection with Ms. Hofstetter’s resignation, 33,571 of these performance-based restricted stock units were forfeited and the service requirement with respect to 8,524 of these performance-based restricted stock units was deemed satisfied and such performance-based restricted stock units remain eligible to be earned subject to achievement of the applicable performance goals. |
(7) | These awards are restricted stock unit awards granted under the Plan that vested as toone-fourth on November 15, 2018 and will vest as toone-fourth on each of November 15, 2019, November 15, 2020 and November 15, 2021, subject to the named executive officer’s continued employment or service through such vesting dates. |
(8) | This award is a restricted stock unit award granted under the Plan that will vest as toone-third on each of May 15, 2019, May 15, 2020 and May 15, 2021, subject to the named executive officer’s continued employment or service through such vesting dates. |
(9) | This award is a restricted stock unit award granted under the Plan that vested as toone-third on January 30, 2019 and will vest as toone-third on each of January 30, 2020 and January 30, 2021, subject to the named executive officer’s continued employment or service through such vesting dates. |
(10) | This award is a restricted stock unit award granted under the Plan that vested as toone-half on March 1, 2019 and will vest as toone-half on March 1, 2020, subject to the named executive officer’s continued employment or service through such vesting dates. |
(11) | This award is a performance-based restricted stock unit award granted under the Plan that is eligible to become earned on March 1, 2020 based on achievement of certain revenue and adjusted EBITDA performance goals through the performance period ending December 31, 2019, subject to the named executive officer’s continued employment or service through March 1, 2020. This award has a threshold payout of 0%, a target payout of 100% and a maximum payout of 200%. This row reflects as “target” the number of shares denominated in the award and as “maximum,” the maximum performance-based restricted stock units that are eligible to become earned. |
(12) | This award is asign-on restricted stock unit award granted under the Plan that would have vested as toone-third on each of October 4, 2019, October 4, 2020 and October 4, 2021, subject to the named executive officer’s continued employment or service through such vesting dates. As described below under “Payments Upon Termination or Change in Control—Hofstetter Separation Agreement,” in connection with Ms. Hofstetter’s resignation, 4,604 of thesesign-on restricted stock units were forfeited. |
(13) | This restricted stock unit award was granted under the Plan in 2018 in partial satisfaction of Mr. Rostock’s 2017 annual incentive award earned prior to the date he was promoted to executive officer. This award vested on March 15, 2019. |
(14) | The amounts shown in this column represent the grant date fair value of each equity award granted to our named executive officers in 2018 computed in accordance with FASB ASC 718. For additional information regarding the assumptions underlying this calculation, please see Note 12 to the consolidated financial statements included in Item 8 of our Annual Report on Form10-K for the fiscal year ended December 31, |
As described under “Compensation Discussion and Analysis–Overview,” our stockholders approved our new equity incentive plan on May 30, 2018. Prior to this date, we were unable to grant equity awards to our named executive officers in 2016, 2017 or 2018. As a result, awards granted to the named executive officers in 2018 represent both equity compensation opportunities lost in prior periods and normalized long-term incentive awards for 2018. For details about equity incentive awards granted to our named executive officers in 2018, see “Executive Compensation Actions and Decisions for 2018—Long-Term Incentive Compensation.” 2018 Outstanding Equity Awards at Fiscal Year End The following table sets forth certain information concerning Name Number of Bryan Wiener William Livek Gregory Fink Carol DiBattiste Sarah Hofstetter Joseph Rostock(7)Represents a performance-based award related to our 2012 Equity Incentive Plan granted on March 29, 2012, in restricted stock pursuant to the provisions of our 2012 Chief Executive Officer Bonus Policy, to vest over three equal annual tranches, based on performance targets established in the beginning of each measurement year. In 2013, performance criteria were approved by our Compensation Committee on April 30, 2013, with a fair value of $1,563,089 computed in accordance with FASB ASC Topic 718, to vest on March 30, 2014 upon achievement of pre-determined revenue and Adjusted EBITDA milestones in 2013. On March 30, 2014, because we surpassed our pre-established consolidated revenue and Adjusted EBITDA targets, 100% of these performance-based shares (or 96,666) vested, and an additional 65,620 performance-based restricted stock units vested with a vest date fair value of $5,160,263 computed in accordance with FASB ASC Topic 718 for over-achievement of pre-established goals. The table does not reflect the shares subject to 2014 performance, for which performance goals have not been established.(8)Represents a performance-based award related to our 2012 Equity Incentive Plan granted on March 29, 2012, in restricted stock pursuant to the provisions of our 2012 Chief Executive Officer Bonus Policy, with a grant date fair value of $2,103,452 computed in accordance with FASB ASC Topic 718, to vest on March 30, 2013 upon achievement of pre-determined revenue and Adjusted EBITDA milestones in 2012. On March 30, 2013, 100% of these performance-based shares were canceled due to failure to achieve pre-determined milestones during 2012. Also represents a grant to Dr. Abraham of 210,000 shares, awarded on March 29, 2012, made for retention purposes with vesting over a 4-year period in March 2013, 2014, 2015, and 2016 respectively.(9)Includes $332,079 computed in accordance with FASB ASC Topic 718, received in restricted stock units in lieu of cash salary from January 1, 2014 through December 31, 2014 with the remainder paid in cash during 2014 to cover health benefits.(10)Includes a performance-based annual target incentive with a fair value of $375,000 computed in accordance with FASB ASC Topic 718, to vest in February 2015 upon achievement of pre-determined 2014 revenue and management based objectives. Includes a performance-based long-term target incentive with a fair value of $275,000 computed in accordance with FASB ASC Topic 718, to vest in February 2015 upon achievement of pre-determined 2014 Adjusted EBITDA milestones. On February 11, 2015, because we surpassed our pre-established consolidated revenue target, an annual incentive of $571,093 was actually awarded. Also on February 11, 2015, because we surpassed our pre-established Adjusted EBITDA target, a performance-based long-term incentive of $500,000 was awarded with vesting in three equal installments in February 2015, 2016, and 2017.(11)Includes a new hire grant of 10,000 shares of our common stock awarded on August 29, 2014, with vesting in three equal installments in August 2015, 2016 and 2017. Includes a market-based restricted stock unit grant awarded in November 7, 2014, of 31,484 shares to vest upon the achievement of pre-established stock-price targets, using a valuation of $31.82 per share performed under guidance found in Accounting Standards Codification 718. This restricted stock unit grant is earned in four increments with 15,112 shares, 3,148 shares, 6,926 shares and 6,297 shares vesting if the average daily closing price of the Company's common stock on the NASDAQ Global Market during any consecutive thirty-day period exceeds $48.00, $50.00, $55.00, and $50.00, respectively; no vesting from this award occurred in 2014. Includes a performance-based annual target incentive with a fair value of $240,000 computed in accordance with FASB ASC Topic 718, to vest in February 2015 upon achievement of pre-determined 2014 revenue and Adjusted EBITDA milestones, as well as management based objectives. Includes a performance-based long-term target incentive with a fair value of $450,000 computed in accordance with FASB ASC Topic 718, to vest in February 2015 upon achievement of pre-determined Adjusted EBITDA milestones. On February 11, 2015, because we surpassed our pre-established consolidated revenue and Adjusted EBITDA targets, an annual incentive of $383,128 was actually awarded. Also on February 11, 2015, because we surpassed our pre-established Adjusted EBITDA target, a performance-based long-term incentive of $900,000 was awarded with vesting in three equal installments in February 2015, 2016, and 2017. (12)Includes a market-based stock option award of the option to purchase 218,828 shares of our common stock with an exercise price of $42.92 per share with a valuation of $8.68 per share using the Black-Scholes option-pricing formula and single option award approach. The fair value of market-based stock options is determined using a Monte Carlo simulation embedded in a lattice model. The Company then amortizes the fair value of awards expected to vest on a ratable straight-line basis over the requisite service periods of the awards, which is generally the period from the grant date to the end of the vesting period. The stock option award would become exercisable in four increments with 144,426 shares, 21,883 shares, 30,636 shares and 21,883 shares exercisable if the average daily closing price of the Company's common stock on the NASDAQ Global Market during any consecutive thirty-day period exceeds $48.00, $50.00, $55.00, and $60.00, respectively; no vesting of this award occurred in 2014.(13)Includes a one- time grant of 15,000 shares of our common stock awarded on May 1, 2014, with 7,500 shares to be earned on achievement against 2014 company-level performance objectives, and 7,500 shares to vest in three equal installments in February 2015, 2016 and 2017. Includes a market-based restricted stock unit grant awarded in November 7, 2014, of 31,484 shares to vest upon the achievement of pre-established stock-price targets, using a valuation of $31.82 per share performed under guidance found in Accounting Standards Codification 718. This restricted stock unit grant is earned in four increments with 15,112 shares, 3,148 shares, 6,926 shares and 6,297 shares vesting if the average daily closing price of the Company's common stock on the NASDAQ Global Market during any consecutive thirty-day period exceeds $48.00, $50.00, $55.00, and $50.00, respectively; no vesting from this award occurred in 2014. Includes a performance-based annual target incentive with a fair value of $265,000 computed in accordance with FASB ASC Topic 718, to vest in February 2015 upon achievement of pre-determined 2014 revenue milestones and management based objectives. Includes a performance-based long-term target incentive with a fair value of $450,000 computed in accordance with FASB ASC Topic 718, to vest in February 2015 upon achievement of pre-determined Adjusted EBITDA milestones. On February 11, 2015, because we surpassed our pre-established consolidated revenue, an annual incentive of $340,951 was actually awarded. Also on February 11, 2015, because we surpassed our pre-established Adjusted EBITDA target, a performance-based long-term incentive of $900,000 was awarded with vesting in three equal installments in February 2015, 2016, and 2017. (14)Includes a one- time grant of 15,000 shares of our common stock awarded on May 1, 2014, with 7,500 shares to be earned on achievement against 2014 company-level performance objectives, and 7,500 shares to vest in three equal installments in February 2015, 2016 and 2017. Includes a market-based restricted stock unit grant awarded in November 7, 2014, of 31,484 shares to vest upon the achievement of pre-established stock-price targets, using a valuation of $31.82 per share performed under guidance found in Accounting Standards Codification 718. This restricted stock unit grant is earned in four increments with 15,112 shares, 3,148 shares, 6,926 shares and 6,297 shares vesting if the average daily closing price of the Company's common stock on the NASDAQ Global Market during any consecutive thirty-day period exceeds $48.00, $50.00, $55.00, and $50.00, respectively; no vesting from this award occurred in 2014. Includes a performance-based annual target incentive with a fair value of $250,000 computed in accordance with FASB ASC Topic 718, to vest in February 2015 upon achievement of pre-determined management based objectives. Includes a performance-based long-term target incentive with a fair value of $450,000 computed in accordance with FASB ASC Topic 718, to vest in February 2015 upon achievement of pre-determined Adjusted EBITDA milestones. On February 11, 2015, an annual incentive of $249,750 was actually awarded. Also on February 11, 2015, because we surpassed our pre-established Adjusted EBITDA target, a performance-based long-term incentive of $900,000 was awarded with vesting in three equal installments in February 2015, 2016, and 2017. (15)Includes $243,174 computed in accordance with FASB ASC Topic 718 received in restricted stock units vesting immediately upon retirement pursuant to the terms of the Mr. Tarpey's Transition Agreement. Also includes a grant with a fair value of $39,310 representing shares awarded post-departure in connection with Mr. Tarpey's appointment to the Company's advisory board.(16)Includes severance payment of $119,716 pursuant to the terms of the Mr. Tarpey's Transition Agreement.37 grants of plan-based awards to our named executive officers in 2014. Approval Date Name Grant Date Maximum($) Serge Matta 3/3/2014 2/28/2014 — — — — — — $699,991 3/3/2014 2/28/2014 — — — — — — 700,023 11/7/2014 11/7/2014 — — — — — — 4,508,194 11/7/2014 11/7/2014 — — — — — $42.92 8,547,430 $700,000 $1,400,000 — — — — — $700,000 $1,400,000 — — — — — $700,000 — — — — — — Magid M. Abraham, Ph.D 2/28/2014 — — — — — 3,044,012 3/31/2014 2/28/14 — — — — — — 58,530 6/30/2014 2/28/14 — — — — — — 58,507 9/30/2014 2/28/14 — — — — — — 58,511 12/31/2014 2/28/14 — — — — — — 58,502 Gian M. Fulgoni 3/31/2014 2/28/14 — — — — — — 83,024 6/30/2014 2/28/14 — — — — — — 83,023 9/30/2014 2/28/14 — — — — — — 83,015 12/31/2014 2/28/14 — — — — — — 83,017 $375,000 $750,000 — — — — — $275,000 $500,000 — — — — — $500,000 — — — — — — Melvin Wesley III 8/29/2014 8/1/2014 — — — — — — 383,100 11/7/2014 11/7/2014 — — — — — — 1,001,821 11/7/2014 11/7/2014 — — — — — $42.92 1,899,427 $240,000 $480,000 — — — — — $450,000 $900,000 — — — — — $300,000 — — — — — — Cameron Meierhoefer 5/1/2014 4/15/2014 — — — — — — 237,225 5/1/2014 4/15/2014 — — 7,500 (4) — — — — 237,225 11/7/2014 11/7/2014 — — 31,484 (17) — — — — 1,001,821 11/7/2014 11/7/2014 — — — — — $42.92 1,899,427 $265,000 $530,000 — — — — — $450,000 $900,000 — — — — — $300,000 — — — — — — Christiana Lin 5/1/2014 4/15/2014 — — — — — — 237,225 5/1/2014 4/15/2014 — — — — — — 237,225 11/7/2014 11/7/2014 — — — — — — 1,001,821 11/7/2014 11/7/2014 — — — — — $42.92 1,899,427 $250,000 $500,000 — — — — — $450,000 $900,000 — — — — — $300,000 — — — — — — 38Approval DateEstimated Future Payouts Under Equity Incentive Plan Awards (1)All Other Stock Awards: Number of Shares of Stock(#)All Other Option Awards: Number of Securities Underlying Options(#)Exercise or Base Price of Option Awards($/Sh)Grant Date Fair Value of Stock and Option Awards($)(2)NameGrant DateTarget($)Maximum($)Target(#)Maximum(#)Kenneth J. Tarpey (retired August 29, 2014)8/15/20147/22/2014————6,205(20)——243,1749/2/20149/2/2014————1,000(21)——(1)The target and maximum incentive award amounts shown in this column reflect the value of the short- and long-term incentive compensation available to our named executive officers pursuant to our 2014 executive incentive compensation policy. The amounts representing the target awards were pre-established as a percentage of salary. The maximum is the greatest payout which can be made if the pre-established maximum performance level is met or exceeded. The policy also provides that the entire award amount shall be paid in shares of restricted stock valued at the time of grant. Actual awards under our 2014 executive incentive compensation policy were approved on February 11, 2015 and are reflected in the Stock Award column of the Summary Compensation Table above for 2014 in each case for each named executive officer.(2)Amounts represent fair value of awards as calculated in accordance with FASB ASC Topic 718 and as further described in Note 11 to the consolidated financial statements included in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2014.(3)One-time restricted stock unit award to vest in three equal installments in February 2015, 2016 and 2017.(4)One-time restricted stock unit award to be earned based on achievement against 2014 company-level performance objectives, with achievement amounts determined in February 2015.(5)Market-based restricted stock unit grant awarded in November 7, 2014, to be earned on achievement of pre-established stock-price targets, using a valuation of $31.82 per share performed under guidance found in Accounting Standards Codification 718. This restricted stock unit grant will be earned in four increments with 68,401 shares, 13,686 shares, 31,091 shares and 28,500 shares, respectively, if the average daily closing price of the Company's common stock on the NASDAQ Global Market during any consecutive thirty-day period exceeds $48.00, $50.00, $55.00, and $60.00, respectively; no shares were earned under this award in 2014.(6)Market-based stock option award of the option to purchase 984,727 shares of our common stock with an exercise price of $42.92 per share with a valuation of $8.68 per share using the Black-Scholes option-pricing formula and single option award approach. The fair value of market-based stock options is determined using a Monte Carlo simulation embedded in a lattice model. The Company then amortizes the fair value of awards expected to vest on a ratable straight-line basis over the requisite service periods of the awards, which is generally the period from the grant date to the end of the vesting period. The stock option award would become exercisable in four increments with 646,400 shares, 96,651 shares, 141,558 shares and 100,118 shares exercisable if the average daily closing price of the Company's common stock on the NASDAQ Global Market during any consecutive thirty-day period exceeds $48.00, $50.00, $55.00, and $60.00, respectively; no vesting of this award occurred in 2014.(7)On February 28, 2014, our Compensation Committee established our 2014 Executive Compensation Bonus Policy to include target annual incentives, target long-term performance-based incentives, and long-term time-based incentives. These incentives would be awarded in February 2015, after our Compensation Committee determined actual achievement against targets (for the performance-based incentive components), and subject to the named executive officer's continued service on the determination date.(8)Annual incentive award levels pursuant to 2014 Executive Compensation Bonus Policy. 50% of the award amount was based on achievement of pre-determined 2014 revenue target levels and 50% of the award amount was based on achievement against 2014 adjusted EBITDA target levels as discussed in Incentive Compensation. Actual achievement against 2014 revenue targets was 165%, and actual achievement against 2014 Adjusted EBITDA targets was 200%. The determination date for these achievement amounts was February 11, 2015, and 100% of the award was immediately vested.(9)Long-term performance-based award levels pursuant to 2014 Executive Compensation Bonus Policy. 50% of the award amount was based on achievement against 2014 revenue target levels and 50% of the award amount was based on achievement against 2014 Adjusted EBITDA target levels as discussed in Incentive Compensation. Actual achievement against 2014 revenue targets was 165%, and actual achievement against 2014 Adjusted EBITDA targets was 200%. The determination date for these achievement amounts was February 11, 2015, and 1/3 of the award amount was immediately vested in February 2015 with 1/3 vesting in each of February 2016 and February 2017.(10)As part of the 2014 Executive Compensation Bonus Policy, our Compensation Committee would grant the named executive officer a time-based long-term incentive award in an amount equal to the amount with a value set forth in the “Target” column. The determination date for these awards was February 11, 2015, and 1/3 of the award amount was immediately vested in February 2015 with 1/3 vesting in each of February 2016 and February 2017.(11)Based on our 2012 Chief Executive Officer Bonus Policy, restricted stock and restricted stock units were awarded to Dr. Abraham, to vest over three equal annual tranches, based on performance targets established in the beginning of each measurement year. The “Grant Date” represents the date on which the Dr. Abraham’s 2014 performance criteria were approved by our Compensation Committee.(12)Performance-based restricted stock unit award made pursuant to the provisions of our 2012 Chief Executive Officer Bonus Policy, to vest over three equal annual tranches, based on performance targets established in the beginning of each measurement year. At his request, upon transition to Executive Chairman, 96,666 shares of our common stock originally granted would remain in force subject to the achievement of performance objectives established in 2014, and 50% of the 96,666 share of our common stock originally granted for the purpose of recognizing overachievement against performance objectives would remain in force. In 2014, performance criteria were approved by our Compensation Committee on February 28, 2014, with a fair value of $3,044,012, computed in accordance with FASB ASC Topic 718, to vest in February 2015 upon achievement of pre-determined revenue, EBITDA, and product related milestones in 2014. On February 11, 2015, because we surpassed our pre-established consolidated revenue and Adjusted EBITDA targets, 100% of these performance-based shares (or 96,666) vested, and an additional 19,982 performance-based restricted stock units vested with a vest date fair value of $3,673,222 computed in accordance with FASB ASC Topic 718 for over-achievement of pre-established goals.(13)Restricted stock units awarded in lieu of cash salary.(14)Annual incentive award levels pursuant to 2014 Executive Compensation Bonus Policy. Award amount was based on achievement against 2014 revenue target levels and individual performance objectives as discussed in Incentive Compensation. The actual achievement against 2014 revenue target was 165%.(15)Long-term performance-based award levels pursuant to 2014 Executive Compensation Bonus Policy. Award amount was based on achievement against 2014 Adjusted EBITDA target levels as discussed in Incentive Compensation. Actual achievement against 2014 Adjusted EBITDA targets was 200%. 1/3 of the award amount was immediately vested in February 2015 with 1/3 vesting in each of February 2016 and February 2017.39(16)Represents a new hire grant of 10,000 shares of our common stock awarded on August 29, 2014, with vesting in three equal installments in August 2015, 2016 and 2017.(17)Market-based restricted stock unit grant awarded in November 7, 2014, of 31,484 shares to vest upon the achievement of pre-established stock-price targets, using a valuation of $31.82 per share performed under guidance found in Accounting Standards Codification 718. This restricted stock unit grant would vest in four increments with 15,112 shares, 3,148 shares, 6,926 shares and 6,297 68,401 shares, 13,686 shares, 31,091 shares and 28,500 shares vesting if the average daily closing price of the Company's common stock on the NASDAQ Global Market during any consecutive thirty-day period exceeds $48.00, $50.00, $55.00, and $60.00, respectively; no shares were earned from this award in 2014.(18)Market-based stock option award of the option to purchase 218,828 shares of our common stock with an exercise price of $42.92 per share with a valuation of $8.68 per share using the Black-Scholes option-pricing formula and single option award approach. The fair value of market-based stock options is determined using a Monte Carlo simulation embedded in a lattice model. The Company then amortizes the fair value of awards expected to vest on a ratable straight-line basis over the requisite service periods of the awards, which is generally the period from the grant date to the end of the vesting period. The stock option award would become exercisable in four increments with 144,426 shares, 21,883 shares, 30,636 shares and 21,883 shares exercisable if the average daily closing price of the Company's common stock on the NASDAQ Global Market during any consecutive thirty-day period exceeds $48.00, $50.00, $55.00, and $60.00, respectively; no vesting of this award occurred in 2014.(19)Annual incentive award levels pursuant to 2014 Executive Compensation Bonus Policy. Award amount was based on achievement against 2014 revenue and adjusted EBITDA target levels and management based objectives as discussed in Incentive Compensation. The actual achievement against 2014 revenue target and Adjusted EBITDA were 165% and 200% respectively.(20)On May 8, 2014, the Company announced Mr. Tarpey's intention to retire and the entry into a Transition Agreement with Mr. Tarpey dated May 5, 2014 (the "Transition Agreement"). Under the terms of the Transition Agreement, Mr. Tarpey received a one-time distribution of shares based on a pro-rated calculation of his 2014 short-term incentive and the immediately vested performance-based portion of his 2014 long-term incentive pursuant to the Company's 2014 executive incentive plan. The incentive achievement amounts were determined based on the Company's first and second quarter revenue and Adjusted EBITDA results relative to the targets, with the assumption that Mr. Tarpey achieved 100% of of any management based objectives for those periods. No overachievement was assumed or allocated.(21)One-time award to vest on the one year anniversary of grant date, for the purpose of providing transition services after Mr. Tarpey's departure.40Outstanding Equity Awards at Fiscal Year EndThe following table shows outstanding equity awards held by the named executive officers as of December 31, 2014.2018. Option Awards Stock Awards
Securities
Underlying
Unexercised and
Exercisable
Options (#) Option
Exercise
Price
($) Option
Expiration
Date Number of
Shares or
Units of
Stock That
Have Not
Vested
(#) (1) Market
Value of
Shares or
Units of
Stock
That Have
Not
Vested
($) (3) Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That Have
Not Vested (#) (2) Equity Incentive
Plan Awards:
Market or
Payout Value of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested ($) (3) — — — — 134,030 1,934,053 140,846 2,032,408 316,250 (4) 12.61 6/15/2019 — — — — 184,000 (4) 25.86 12/23/2020 — — — — 102,350 (5) 11.56 11/6/2021 — — — — — — — — 3,334 48,110 — — — — — — 53,644 774,083 16,502 238,124 — — — — 83,643 1,206,968 33,004 476,248 — — — — 86,163 1,243,332 42,095 607,431 — — — — 51,011 736,089 16,502 238,124
(1) | The awards reported in this column reflect time-based restricted stock unit awards, which vest as set forth in the following table, subject to the named executive officer’s continued employment or service through such vesting dates: |
Name | Number of RSUs | Remaining Vesting Schedule | ||||
Bryan Wiener | 24,988 | 100% on November 30, 2019 (a) | ||||
109,042 | One-third on each of March 1, 2019, March 1, 2020 and March 1, 2021 (b) | |||||
William Livek | 3,334 | 100% on February 15, 2019 | ||||
Gregory Fink | 24,763 | One-third on each of November 15, 2019, November 15, 2020 and November 15, 2021 | ||||
4,128 | One-third on each of May 15, 2019, May 15, 2020 and May 15, 2021 | |||||
24,753 | One-third on each of March 1, 2019, March 1, 2020 and March 1, 2021 | |||||
Carol DiBattiste | 34,137 | One-third on each of January 30, 2019, January 30, 2020 and January 30, 2021 | ||||
24,753 | One-half on each of March 1, 2019 and March 1, 2020 | |||||
24,753 | One-third on each of March 1, 2019, March 1, 2020 and March 1, 2021 | |||||
Sarah Hofstetter | 23,021 | One-third on each of October 4, 2019, October 4, 2020 and October 4, 2021 (c) | ||||
63,142 | One-third on each of March 1, 2019, March 1, 2020 and March 1, 2021 (d) | |||||
Joseph Rostock | 1,495 | 100% on March 15, 2019 | ||||
24,763 | One-third on each of November 15, 2019, November 15, 2020 and November 15, 2021 | |||||
24,753 | One-third on each of March 1, 2019, March 1, 2020 and March 1, 2021 |
(a) As described below under “Payments Upon Termination or Change in Control—Wiener Separation Agreement,” in connection with Mr. Wiener’s resignation, these restricted stock units fully vested.
(b) As described below under “Payments Upon Termination or Change in Control—Wiener Separation Agreement,” in connection with Mr. Wiener’s resignation, 36,347 of these restricted stock units vested and the remaining unvested portion was forfeited.
(c) As described below under “Payment Upon Termination or Change in Control—Hofstetter Separation Agreement,” in connection with her resignation, Ms. Hofstetter forfeited 4,604 of these restricted stock units, and 18,417 of these restricted stock units vested.
(d) As described below under “Payment Upon Termination or Change in Control—Hofstetter Separation Agreement,” in connection with Ms. Hofstetter’s resignation, 8,524 of these restricted stock units vested and the remaining unvested portion was forfeited.
(2) | The awards reported in this column reflect (i) for each named executive officer, the target number of performance-based restricted stock unit awards which become eligible to be earned based on achievement of certain revenue and adjusted EBITDA performance goals and (ii) for Mr. Wiener, the target number of performance-based restricted stock unit awards which become eligible to be earned based on achievement of certain stock price hurdles, in each case, subject to the named executive officer’s continued employment or service through the end of the applicable performance period. The following table sets forth the end of the applicable performance period for each award: |
Name | ||||||||
Target PSUs | Performance Period End Date | |||||||
Bryan Wiener (a) | 68,151 | June 5, 2023 | ||||||
72,695 | December 31, 2020 | |||||||
William Livek | — | |||||||
Gregory Fink | 16,502 | December 31, 2020 | ||||||
Carol DiBattiste | 16,502 | December 31, 2019 | ||||||
16,502 | December 31, 2020 | |||||||
Sarah Hofstetter (b) | 42,095 |
December 31, 2020 | ||||||||
Joseph Rostock | 16,502 | |||||||
(a) As described below under “Payments Upon Termination or Change in Control—Wiener Separation Agreement,” in connection with Mr. Wiener’s resignation, Mr. Wiener forfeited all of his 68,151 performance-based restricted stock units originally granted on June 5, 2018. Additionally, 36,348 of the 72,695 performance-based restricted stock units originally granted on September 7, 2018 were forfeited and the service requirement with respect to the remaining 36,347 performance-based restricted stock units was deemed satisfied and such performance-based restricted stock units remain eligible to be earned subject to achievement of the applicable performance goals.
(b) As described below under “Payment Upon Termination or Change in Control—Hofstetter Separation Agreement,” in connection with Ms. Hofstetter’s resignation, 33,571 of these performance-based restricted stock units were forfeited and the service requirement with respect to 8,524 of these performance-based restricted stock units was deemed satisfied and such performance-based restricted stock units remain eligible to be earned subject to achievement of the applicable performance goals.
(3) | |
Amounts in these columns reflect the market value of shares or units of stock reported in the preceding column that have not vested, |
(4) | Awards granted under the Rentrak Corporation 2005 Stock Incentive Plan and assumed by the company on |
(5) | Award granted under the Rentrak Corporation 2011 Stock Incentive Plan and assumed by the company on January 29, 2016 in connection with the Rentrak merger. |
The following table Name Bryan Wiener (2) William Livek Gregory Fink Carol DiBattiste Sarah Hofstetter Joseph Rostock The value realized on vesting is calculated by multiplying the number of shares The awards reported in this row include (a) 24,989 common shares that were fully vested on the date 2018Non-Qualified Deferred Compensation Table Name Bryan Weiner This column represents the aggregate earnings (or losses) for 2018 for deferred common shares granted in 2018 that have been deemed to be vested and deferred in 2018. The earnings (or loss) amounts for deferred common shares represents an estimate of annual earnings with respect to vested but unpaid common shares and is based on the difference in closing price per share This column reflects the Deferred common shares represent awards that were treated as vested for certain tax purposes as of December 31, 2018; however, these common shares do not become payable to Mr. Wiener until the Tableshowssets forth certain information concerning the stock options that were exercised and value realized upon exercise, as well as all stock awards that vested and value realized upon vesting, bynumber of shares our named executive officers acquired and the value they realized upon vesting of stock awards during the year ended December 31, 2014. Mr. Wesley did not have option exercises2018. Values are shown before payment of any applicable withholding taxes or stock vesting occur during 2014.brokerage commissions. None of our named executive officers exercised options in 2018. Stock Awards Number of
Shares Acquired
on Vesting
(#) Value Realized
on Vesting
($)(1) 31,229 756,679 3,333 86,258 8,254 140,318 11,380 275,737 — — 8,254 140,318 NameOption AwardsStock AwardsNumber of Shares Acquired onExercise (#)Value Realized on Exercise($)(1)Number of Shares Acquired onVesting(#)Value Realizedon Vesting($)Serge Matta——7,500238,950(2)——1,85859,196(2)——8,750278,775(2)——16,666531,312(3)——31,505(4)974,135(5)——2,26870,127(5)——4,857150,178(5)——5,000195,950(6)Magid M. Abraham, Ph.D.——8,694276,991(2)——96,6673,056,611(7)——65,2502,063,205(7)——9,981308,613(5)——70,0002,307,900(8)——1,785(9)58,530(10)——1,649(9)58,507(11)——1,607(9)58,511(12)——1,260(9)58,502(13)Gian M. Fulgoni——6,137195,525(2)——8,333265,489(2)——26,256(4)837,041(3)——6,695207,009(5)——8,750270,550(5)——3,460106,983(5)——2,532(9)83,024(10)——2,340(9)83,023(11)——2,280(9)83,015(12)——1,788(9)83,017(13)Cameron Meierhoefer——3,750119,475(2)——1,83958,591(2)——8,333265,489(2)——13,261(4)422,761(3)——1,54247,679(5)——8,750270,550(5)——3,806117,682(5)Christiana Lin——50015,930(2)——5,000159,300(2)——2,23171,080(2)——8,333265,489(2)——12,775(4)407,267(3)——1,65251,080(5)44Name Option Awards Stock Awards — — 6,250 — — 3,628 5000 173,400 — — 5000 183,950 — — — — 5,000 — — 4,147 — — 8,333 — — — — 2,381 — — 8,750 — — 1,262 — — 6,205 — — — — — — — — — — (1) The value realized on exercise is calculated as the difference between the actual sales price of the shares underlying the options exercised and the applicable exercise price of those options.(2)vestingof stock or units by the market value of the underlying shares on the vesting date.(2) which was $31.86of grant but do not become payable to Mr. Wiener until the earlier of Mr. Wiener’s separation from service or a change of control of the company, and (b) 6,240 shares of Common Stock received for Mr. Wiener’s service as anon-employee director prior to becoming Chief Executive Officer. Plan Name Executive
Contributions
in Last FY ($) Registrant
Contributions
in Last FY ($) Aggregate
Earnings in
Last FY
($)(1) Aggregate
Withdrawals
Distributions
($) Aggregate
Balance at
Last FYE
($)(2) Deferred Common
Shares (3) — — (244,892 ) — 360,591 (1) at market closeof our Common Stock of $24.23 as listedof June 5, 2018 and $14.43 as of December 31, 2018, multiplied by the NASDAQ Global Market on February 18, 2014.(3)The value realized on vesting is calculated by multiplying the number of vested but deferred common shares vesting byas of December 31, 2018, as described in more detail in Note 3 to this table below.(2) markettotal value of the underlying24,989 vested but deferred common shares held by Mr. Wiener in 2018. The value is computed based on the vesting date,closing price of our Common Stock as reported on the Nasdaq Global Select Market on December 31, 2018, which was $31.88$14.43 per share at market close as listed byshare. These deferred common shares are included in the NASDAQ Global Market on February 19, 2014.(4)Restricted stock units granted2018 Option Exercises and Stock Vested Table above (which also includes other common shares that vested in 2018 but were not deferred). These deferred common shares have also been included in the Summary Compensation Table for 2018 with immediate vesting.(5)The value realized on vesting is calculated by multiplying the number of shares vesting by the marketa grant date fair value of the underlying shares on the vesting date, which was $30.92 per share at market close as listed by the NASDAQ Global Market on March 14, 2014.$605,483.(3) (6)The value realized on vesting is calculated by multiplyingnumberearlier of shares vesting by the market valueMr. Wiener’s separation from service or a change of control of the underlying shares on the vesting date, which was $39.19 per share at market close as listed by the NASDAQ Global Market on August 15, 2014.company.(7)The value realized on vesting is calculated by multiplying the number of shares vesting by the market value of the underlying shares on the vesting date, which was $31.62 per share at market close as listed by the NASDAQ Global Market on February 28, 2014.(8)The value realized on vesting is calculated by multiplying the number of shares vesting by the market value of the underlying shares on the vesting date, which was $32.97 per share at market close as listed by the NASDAQ Global Market on March 29, 2014.(9)Restricted stock units granted with immediate vesting awarded in lieu of cash salary.
Wiener Employment Agreement
The company and Mr. Wiener entered into Change of Control and Severance Agreements (each an "Agreement") for certain members of our management, including each of our current named executive officers, and the term of these Agreements were amended to includeemployment agreement effective May 30, 2018 (the “Wiener Employment Agreement”). The Wiener Employment Agreement had a three-year initial term with an automatic three-yearone-year renewal unless either party provides written noticethereafter. As a result of non-renewal at least sixty days priorMr. Wiener’s resignation on March 31, 2019, we entered into a separation agreement as described below under “Wiener Separation Agreement.” Actual amounts paid to Mr. Wiener under his separation agreement are described in that section. As required by SEC rules, however, the date of automatic renewal. These agreements supersede any existing severance or change in control provisions included in our named executive officer’s respective employment agreements or letter agreements.
The Wiener Employment Agreement provided that if we terminate such named executive officer’s employmentterminated Mr. Wiener without cause,“cause” or such named executive officer resigns from such employmentMr. Wiener resigned for good reason,“good reason” (each as described below), then, subject to his compliance with certain post-employment covenants heand execution andnon-revocation of a release of claims in favor of the company, Mr. Wiener would behave been eligible to receive the following payments and benefits:
Severance Benefit | Time of Termination or Resignation | |||||
Prior to a Change of Control | On or Within 24 Months Following a | |||||
Cash Severance | Two times the sum of Mr. Wiener’s (A) annual base salary and (B) target short-term incentive award, paid over two years in accordance with our normal payroll practices. | Two times the sum of Mr. Wiener’s (A) annual base salary and (B) target short-term incentive award, paid 60 days following termination. | ||||
Current Year Short-Term Incentive Award | Pro-rata portion based on actual performance through the end of the applicable year, paid at the time short-term incentive awards are paid to other senior executives. | Pro-rata portion of the greater of (A) Mr. Wiener’s target short-term incentive award for the year of termination and (B) the projected full-year short-term incentive award, paid 60 days following termination. | ||||
Time-Based Equity Acceleration | Acceleration as to apro-rata portion based on the number of days that have elapsed from the date of grant plus 365. | Full acceleration. | ||||
Performance-Based Equity Acceleration | Apro-rata portion based on the number of days that have elapsed from the date of grant plus 365 will remain outstanding subject to attainment of the applicable performance goals. | Acceleration as to the greater of (A) the target number of shares subject to the applicable equity award or (B) if 50% of the performance period has elapsed, the projected number of shares that would have been earned through the end of the performance period. |
Under the Wiener Employment Agreement, “cause” was defined as the executive’s indictment, plea of nolo contendere or conviction of any felony or any crime involving dishonesty; material breach of duties or a rate equalcompany policy (that is not cured by the executive within 30 days following written notice); or commission of any act of dishonesty, embezzlement, theft, fraud or misconduct with respect to his annualthe company, any of which in the good faith and reasonable determination of the Board of Directors or the Compensation Committee is materially detrimental to the company, its business or its reputation. “Good reason” was defined as the executive’s termination of employment within 90 days after a specified cure period following one or more of the following: (i) the failure to pay the executive any compensation due under the executive’s employment agreement or a material diminution in the executive’s base salary, annual target bonus or annual long-term incentive
opportunity; (ii) a material reduction of the executive’s authority or responsibilities or, following a change of control, a change in the executive’s reporting position; (iii) a relocation of the executive’s primary workplace outside of Manhattan, New York; or (iv) the failure of the company to grant the executive equity awards prior to May 30, 2019. Termination would not be considered for “good reason” if the compensation were subject to any clawback provisions.
In the event that the payments or benefits under the Wiener Employment Agreement (i) would have constituted “parachute payments” within the meaning of Section 280G of the Code and (ii) would have subjected Mr. Wiener to the excise tax imposed by Section 4999 of the Code, then, depending on which method produced the largest netafter-tax benefit for Mr. Wiener, the payments would have been either: (a) reduced to the level at which no excise tax applied or (b) paid in full, which would have subjected Mr. Wiener to the excise tax.
WienerSign-On Equity Awards
As described above under “Compensation and Discussions Analysis—Executive Compensation Actions and Decisions for 2018—Long-Term Incentive Compensation,” in connection with the commencement of his employment, Mr. Wiener received a performance-based restricted stock unit award subject to achievement of stock price hurdles (the“Sign-On PSU”) and a common stock and time-based restricted stock unit award (the“Sign-On RSU”). Pursuant to the terms of theSign-On PSU, upon a change of control, theSign-On PSUs would have become vested based on the per share price paid in connection with the change of control, and anySign-On PSUs that did not become vested at such time would be forfeited. Pursuant to the terms of theSign-On RSUs, (i) if we terminated Mr. Wiener without cause (as defined above under “Wiener Employment Agreement”) and not as a result of death or disability and (ii) upon a change of control, in each case, any unvestedSign-On RSUs would have fully accelerated.
Livek Change of Control and Severance Agreement
Mr. Livek is a party to a change of control and severance agreement (the ���Livek Agreement”). The Livek Agreement has a three-year initial term with automatic three-year renewals thereafter, and in the event of a change of control, will continue in effect through the longer of the date that is 12 months following the effective date of the change of control or the remainder of the term then in effect,effect. The Livek Agreement provides that if we terminate Mr. Livek without “cause” or Mr. Livek resigns for the duration“good reason” (each as described below), then, subject to compliance with certain post-employment covenants and execution and non-revocation of a specified severance period (as identifiedrelease of claims in favor of the table below for each such named executive officer),company, Mr. Livek would be eligible to be paid periodically in accordance with our normal payroll policies; and
Additionally, if (a) Mr. Livek has remained employed through the chart below for each such named executive officer) multiplied by his annual base salary in effect immediately prior to his termination date or, if greater, at the level in effect immediately prior to the change in control; and
Under the Livek Agreement, “cause” is defined as Mr. Livek’s indictment, plea of nolo contendere or conviction of any felony or any crime involving dishonesty; material breach of duties or a company policy; or commission of any act of dishonesty, embezzlement, theft, fraud or misconduct with Dr. Abrahamrespect to the company, any of which in the good faith and reasonable determination of the Board or the Compensation Committee is materially detrimental to the company, its business or its reputation. “Good reason” is defined as Mr. Fulgoni provideLivek’s termination of employment within 90 days after the expiration of a specified cure period following the occurrence of one or more of the following: (i) a material diminution in his base compensation (unless done for accelerated vesting of all of their then outstanding and unvested equity awards uponour senior-level executives); (ii) a material reduction of his authority or responsibilities or, following a change of control, a change in controlhis reporting position; or (iii) a relocation of our Company. These “single-trigger” acceleration arrangements are consistent with the existing equity awards held by Dr. Abraham and Mr. Fulgoni.
In the event that the payments or benefits under an agreementthe Livek Agreement (i) would (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code and (ii) would subject Mr. Livek to an excise tax under Section 4999 of the Code, then, depending on which method produces the largest netafter-tax benefit for Mr. Livek, the payments shall either be: (a) reduced to the level at which no excise tax applies or (b) paid in full, which would subject Mr. Livek to the excise tax.
Other NEO Change of Control and Severance Agreements
Each of Mr. Fink, Ms. DiBattiste and Mr. Rostock entered into change of control and severance agreements during 2018 (the “Code”“Other NEO Agreements”), replacing agreements previously in place. The Other NEO Agreements have a three-year initial term with automaticone-year renewals thereafter, and in the event of a change of control will continue in effect through the longer of the date that is 12 months following the effective date of the change of control or the remainder of the term then in effect. The Other NEO Agreements provide that if we terminate the executive without “cause” or the executive resigns for “good reason” (each as described below), then, subject to compliance with certain post-employment covenants and execution andnon-revocation of a release of claims in favor of the company, the executive would be eligible to receive (i) all Accrued Amounts; (ii) reimbursement of COBRA premiums (or an equivalent cash distribution if the severance period exceeds the permitted COBRA participation period) for one year (or 15 months for Mr. Fink); and (iii) the following severance payments, depending on the time of termination or resignation:
Severance Benefit | Time of Termination or Resignation | |||||
Prior to a Change of Control | On or Within 12 Months Following a | |||||
Cash Severance | For Ms. DiBattiste and Mr. Rostock: The sum of the executive’s (A) annual base salary and (B) target short-term incentive award, paid over one year in accordance with our normal payroll practices. For Mr. Fink: 1.25 times the sum of the executive’s (A) annual base salary and (B) target short-term incentive award, paid over 15 months in accordance with our normal payroll practices. | For Ms. DiBattiste and Mr. Rostock: The sum of the executive’s (A) annual base salary and (B) target short-term incentive award, paid 60 days following termination. For Mr. Fink: 1.25 times the sum of the executive’s (A) annual base salary and (B) target short-term incentive award, paid 60 days following termination. | ||||
Current Year Short-Term Incentive Award | Pro-rata portion based on actual performance through the end of the applicable year, paid at the time short-term incentive awards are paid to other senior executives. | Pro-rata portion of the greater of (A) the executive’s target short-term incentive award for the year of termination and (B) the projected full-year short-term incentive award, paid 60 days following termination. | ||||
Time-Based Equity Acceleration | None. | Full acceleration. | ||||
Performance-Based Equity Acceleration | None. | Acceleration as to the greater of (A) the target number of shares subject to the applicable equity award or (B) if 50% of the performance period has elapsed, the projected number of shares that would have been earned through the end of the performance period. |
Under the Other NEO Agreements, “cause” is defined as above under the Wiener Employment Agreement. With respect to severance benefits related to short-term incentive awards under the Other NEO Agreements and equity awards granted on or after September 4, 2018, “good reason” is defined as an executive’s termination of employment within 90 days after a specified cure period following the occurrence of one or more of the following: (i) a material diminution in the executive’s base compensation (unless done for all of our senior-level executives); (ii) a relocation of the executive’s primary workplace of over 50 miles; or (iii) with respect to Mr. Fink (and Ms. DiBattiste following revisions to her agreement in January 2019),
a material diminution in the executive’s authority or responsibilities. For purposes of all other severance and other benefits (including all equity awards granted prior to September 4, 2018), “good reason” is defined as an executive’s termination of employment within 90 days after a specified cure period following the occurrence of one or more of the following: (i) a material diminution in the executive’s base compensation (unless such diminution applies to all senior-level executives); (ii) a material reduction of the executive’s authority or responsibilities or, following a change of control, a change in the executive’s reporting position; or (iii) a relocation of the executive’s primary workplace of over 50 miles. Termination will not be considered for “good reason” if the compensation is subject to any clawback provisions.
In the event that the payments or benefits under the Other NEO Agreements (i) would constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) would subject the named executive officer to the excise tax imposed by Section 4999 of the Code, each such namedthen, depending on which method produces the largest netafter-tax benefit for the executive, officerthe payments shall either be: (a) reduced to the level at which no excise tax applies or (b) paid in full, which would receive such paymentsubject the individual to the excise tax.
Hofstetter Employment Agreement
The company and Ms. Hofstetter entered into an executive employment agreement effective October 4, 2018 (the “Hofstetter Employment Agreement”). The Hofstetter Employment Agreement had a three-year initial term with automaticone-year renewal thereafter. As a result of Ms. Hofstetter’s resignation, we entered into a separation agreement as would entitle himdescribed below under “Hofstetter Separation Agreement” on March 31, 2019. Actual amounts paid to receiveMs. Hofstetter under her separation agreement are described in that section. As required by SEC rules, however, the greatest “after-tax” benefit.
The Hofstetter Employment Agreement provided that if we terminated Ms. Hofstetter without “cause” or Ms. Hofstetter resigned for “good reason” (each as described below), then, subject to compliance with certain post-employment covenants and execution andnon-revocation of a release of claims in favor of the company, Ms. Hofstetter would have been eligible to receive (i) all Accrued Amounts; (ii) reimbursement of COBRA premiums (or an equivalent cash distribution if the severance period exceeded the permitted COBRA participation period) for one year (or 18 months following a change of control); and (iii) the following severance payments, depending on the time of termination or resignation:
Cash Payments | Market Value of Accelerated Equity (net of exercise price, if any)(3) | ||||||||
Name | Salary(1) | COBRA/ Insurance(2) | |||||||
Serge Matta | $ | 950,000 | $ | 42,804 | $ | — | |||
Magid M. Abraham, Ph.D. | 500,000 | 42,804 | 10,445,868(4)(5) | ||||||
Gian M. Fulgoni | 562,500 | 21,012 | 3,126,643(4) | ||||||
Melvin Wesley III | 160,000 | 6,555 | — | ||||||
Cameron Meierhoefer | 353,000 | 21,402 | — | ||||||
Christiana Lin | 333,000 | 21,139 | — |
Severance Benefit | Time of Termination or Resignation | |||||
Prior to | On or Within 24 Months Following a | |||||
Cash Severance | The sum of Ms. Hofstetter’s (A) annual base salary |
practices. | 1.5 times the sum of Ms. Hofstetter’s (A) annual base salary and (B) target short-term incentive award, paid 60 days following termination. | |||
Pro-rata portion based on actual performance through the end of the applicable year, paid at the time short-term incentive awards are | Pro-rata portion of the greater of (A) Ms. Hofstetter’s target short-term incentive award for the year of termination and (B) the projected full-year short-term incentive award, paid 60 days following termination. | |||
Time-Based Equity Acceleration | Acceleration as to apro-rata portion based on the number of |
grant. | Full acceleration. | |
Cash Payments | Market Value of Accelerated Equity(net of exercise price, if any)(3) | ||||||
Name | Salary(1) | COBRA/ Insurance(2) | |||||
Serge Matta | $ | 950,000 | $ | 42,804 | 6,269,396(4)(5) | ||
Magid M. Abraham, Ph.D. | 500,000 | 42,804 | 10,445,868(6)(7) | ||||
Gian M. Fulgoni | 562,500 | 21,012 | 3,126,643(6) | ||||
Melvin Wesley III | 400,000 | 16,387 | 464,300(4) | ||||
Cameron Meierhoefer | 353,000 | 21,402 | 3,114,107(4) | ||||
Christiana Lin | 333,000 | 21,139 | 2,878,753(4) |
Acceleration as to the greater of (A) the target number of shares subject to the applicable equity award or (B) if 50% of the performance period has elapsed, the projected number of shares that would have been earned through the end of the performance period. |
Additionally, under the Hofstetter Employment Agreement, any unpaid portion of Ms. Hofstetter’ssign-on bonus and all unvestedsign-on restricted stock units would have been accelerated and paid upon (i) Ms. Hofstetter’s termination by the company without cause or (ii) a change of control.
Under the Hofstetter Employment Agreement, “cause” and “good reason” were defined as described above under “Wiener Employment Agreement.”
In the event that the payments or benefits under the Hofstetter Employment Agreement (i) would have constituted “parachute payments” within the meaning of Section 280G of the Code and (ii) would have subjected Ms. Hofstetter to the excise tax imposed by Section 4999 of the Code, then, depending on which method produced the largest netafter-tax benefit for Ms. Hofstetter, the payments would have been either: (a) reduced to the level at which no excise tax applied or (b) paid in full, which would have subjected Ms. Hofstetter to the excise tax.
Potential Payments as of Fiscal Year End 2018
The following tables show the value of the potential payments that each named executive officer would have received in various scenarios involving a termination of his or her employment or change of control event, assuming a December 31, 2018 triggering date and, where applicable, a price per share for our Common Stock of $14.43 (the closing price of our Common Stock on the Nasdaq Global Select Market on December 31, 2018).
Bryan Wiener
Payments Upon Termination | Voluntary Termination ($) | Termination by Employee for Good Reason ($) | Involuntary Termination without Cause ($) | Involuntary Termination for Cause ($) | Double-Trigger Change of Control Event ($) (1) | Change of Control ($) | ||||||||||||||||||||||||||||
Severance Payments | — | 2,100,000 | 2,100,000 | — | 2,100,000 | — | ||||||||||||||||||||||||||||
Short-Term Incentive (2) | — | 446,250 | 446,250 | — | 525,000 | — | ||||||||||||||||||||||||||||
Sign-On Awards (3) | — | — | 360,577 | — | — | 360,577 | ||||||||||||||||||||||||||||
COBRA Benefits (4) | — | 54,879 | 54,879 | — | 54,879 | — | ||||||||||||||||||||||||||||
Equity Acceleration | — | 1,389,393 | (5) | 1,389,393 | (5) | — | 2,622,465 | (6) | — | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||
Total | — | 3,990,522 | 4,351,099 | — | 5,302,344 | 360,577 |
(1) | Represents the amount payable if Mr. Wiener were terminated without cause or resigned for good reason on or within 24 months after a change of control. Amounts in this column exclude any amounts which would have become vested or payable solely upon a change of control. |
(2) | Represents apro-rata portion of the applicable short-term incentive amount, whichpro-rata portion is equal to 100% of such amount assuming the termination occurred on December 31, 2018. |
(3) | Represents the fair market value |
(4) | Represents the amount payable if Mr. Wiener elected continuation healthcare coverage under COBRA for the full severance period. |
(5) | Represents the fair market value of (i) apro-rated (plus 365 days) portion of unvested time-based restricted stock unit awards, the vesting of which would have accelerated if Mr. Wiener were terminated without cause or resigned for good reason absent a change of control, and (ii) apro-rated (plus 365 days) portion of the |
(6) | Represents the fair market value of (i) unvested time-based restricted stock unit awards and |
William Livek
Payments Upon Termination | Voluntary Termination ($) | Termination by Employee for Good Reason ($) | Involuntary Termination without Cause ($) | Involuntary Termination for Cause ($) | Double-Trigger Change of Control Event ($) (1) | Extended Service after Change of Control Event ($) | ||||||||||||||||||
Severance Payments | — | 887,400 | 887,400 | — | 887,400 | — | ||||||||||||||||||
COBRA Benefits (2) | — | 36,411 | 36,411 | — | 36,411 | — | ||||||||||||||||||
Equity Acceleration (3) | — | — | — | — | 48,110 | 48,110 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Total | — | 923,811 | 923,811 | — | 971,921 | 48,110 |
(1) | Represents the amount payable if Mr. Livek were terminated without cause or resigned for good reason on or within 12 months after a change of control. |
(2) | Represents the amount payable if Mr. Livek elected continuation healthcare coverage under COBRA for the full severance period. |
(3) | Represents the fair market value of RSU awards, the vesting of which would have accelerated if Mr. Livek were terminated without cause or resigned for good reason on or within 12 months after a change of control, or if he remained employed by or |
Gregory Fink
Payments Upon Termination | Voluntary Termination ($) | Termination by Employee for Good Reason ($) | Involuntary Termination without Cause ($) | Involuntary Termination for Cause ($) | Double-Trigger Change of Control Event ($)(1) | |||||||||||||||
Severance Payments | — | 853,125 | 853,125 | — | 853,125 | |||||||||||||||
Short-Term Incentive (2) | — | 248,625 | 248,625 | — | 292,500 | |||||||||||||||
COBRA Benefits (3) | — | 34,299 | 34,299 | — | 34,299 | |||||||||||||||
Equity Acceleration (4) | — | — | — | — | 1,012,207 | |||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Total | — | 1,136,049 | 1,136,049 | — | 2,192,131 |
(1) | Represents the amount payable if Mr. Fink were terminated without cause or resigned for good reason on or within 12 months after a change of control. |
(2) | Represents apro-rata portion of the applicable short-term incentive amount, which pro rata portion is equal to 100% of such |
(3) | Represents the amount payable if Mr. Fink elected continuation healthcare coverage under COBRA for the full severance period. |
(4) | Represents the fair market value of (i) unvested time-based restricted stock unit awards and (ii) the target amount of performance-based restricted stock unit awards, the vesting of which would have accelerated if Mr. Fink were terminated without cause or resigned for good reason on or within 12 months after a change of control. |
Carol DiBattiste
Payments Upon Termination | Voluntary Termination ($) | Termination by Employee for Good Reason ($) | Involuntary Termination without Cause ($) | Involuntary Termination for Cause ($) | Double-Trigger Change of Control Event ($)(1) | |||||||||||||||
Severance Payments | — | 693,000 | 693,000 | — | 693,000 | |||||||||||||||
Short-Term Incentive (2) | — | 261,800 | 261,800 | — | 308,000 | |||||||||||||||
COBRA Benefits (3) | — | 7,984 | 7,984 | — | 7,984 | |||||||||||||||
Equity Acceleration (4) | — | — | — | — | 1,683,216 | |||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Total | — | 962,784 | 962,784 | — | 2,692,200 |
(1) | Represents the amount payable if Ms. DiBattiste were terminated without cause or resigned for good reason on or within 12 months after a change of control. |
(2) | Represents apro-rata portion of the applicable short-term incentive amount, whichpro-rata portion is equal to 100% of such amount assuming the termination occurred on December 31, 2018. |
(3) | Represents the amount payable if Ms. DiBattiste elected continuation healthcare coverage under COBRA for the full severance period. |
(4) | Represents the fair market value of (i) unvested |
Sarah Hofstetter
Payments Upon Termination | Voluntary Termination ($) | Termination by Employee for Good Reason ($) | Involuntary Termination without Cause ($) | Involuntary Termination for Cause ($) | Double-Trigger Change of Control Event ($) (1) | Change of Control ($) | ||||||||||||||||||||||||||||||
Severance Payments | — | 450,000 | 450,000 | — | 675,000 | — | ||||||||||||||||||||||||||||||
Short-Term Incentive (2) | — | 0 | 0 | — | 0 | — | ||||||||||||||||||||||||||||||
Sign-On Awards (3) | — | — | 550,943 | — | — | 550,943 | ||||||||||||||||||||||||||||||
COBRA Benefits (4) | — | 27,439 | 27,439 | — | 41,159 | — | ||||||||||||||||||||||||||||||
Equity Acceleration | — | 152,030 | (5) | 152,030 | (5) | — | 1,518,570 | (6) | — | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Total | — | 629,469 | 1,180,412 | — | 2,234,729 | 550,943 |
(1) | Represents the amount payable if Ms. Hofstetter were terminated without cause or resigned for good reason on or within 24 months after a change of control. Amounts in this column exclude any amounts which would have become vested |
(2) | Represents apro-rata portion of the applicable short-term incentive amount, whichpro-rata portion is equal to 100% of such amount assuming the termination occurred on December 31, 2018. Because Ms. Hofstetter was not eligible for the 2018 short-term incentive program, the amount reflected in this row is $0. |
Represents the unpaid portion of Ms. Hofstetter’ssign-on bonus and the fair market value of unvestedsign-on restricted stock unit awards, the vesting of which would have accelerated if Ms. Hofstetter were terminated without cause or a change of control were consummated. |
(4) | Represents the amount |
(5) | Represents the fair market value of |
(6) | Represents the |
Joseph Rostock
Payments Upon Termination | Voluntary Termination ($) | Termination by Employee for Good Reason ($) | Involuntary Termination without Cause ($) | Involuntary Termination for Cause ($) | Double-Trigger Change of Control Event ($)(1) | |||||||||||||||
Severance Payments | — | 656,250 | 656,250 | — | 656,250 | |||||||||||||||
Short-Term Incentive (2) | — | 239,063 | 239,063 | — | 281,250 | |||||||||||||||
COBRA Benefits (3) | — | 27,439 | 27,439 | — | 27,439 | |||||||||||||||
Equity Acceleration (4) | — | — | — | — | 974,213 | |||||||||||||||
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|
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|
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|
| |||||||||||
Total | — | 922,752 | 922,752 | — | 1,939,152 |
(1) | Represents the amount payable if Mr. Rostock were terminated without cause or resigned for good reason on or within 12 months after a change of control. |
(2) | Represents apro-rata portion of the applicable short-term incentive amount, which is equal to 100% of such amount assuming the termination occurred on December 31, |
(3) | Represents the amount payable if Mr. Rostock, elected continuation healthcare coverage under COBRA for the full severance period. |
(4) | Represents the fair market value of (i) unvested time-based restricted stock unit awards and (ii) the target amount of performance-based restricted stock unit awards, the vesting of which would |
Wiener Separation Agreement
In connection with Mr. Tarpey retired as Chief Financial Officer effective August 28, 2014. On May 8, 2014,Wiener’s resignation, the Company announcedcompany and Mr. Tarpey's intention to retire and the entryWiener entered into a TransitionSeparation Agreement with Mr. Tarpey dated May 5, 2014on March 31, 2019 (the "Transition Agreement"“Wiener Separation Agreement”). Under the terms of the Transition Agreement, Mr. Tarpey agreed to assist with transitioning the position and duties of the chief financial officer. He continued to receive his salary, other employee benefits and vesting of his equity awards at the same levels and eligibility as immediately prior to the Transition Agreement until his retirement date. Pursuant to the Transition Agreement, Mr. Tarpey received a one-time distribution of shares based on a pro-rated calculation of his 2014 short-term incentive and the immediately vested performance-based portion of his 2014 long-term incentive pursuant to the Company's 2014 executive incentive plan. The incentive achievement amounts were determined based on the Company's first and second quarter revenue and Adjusted EBITDA results relative to the targets, with the assumption that Mr. Tarpey achieved 100% of of any management based objectives for those periods. No overachievement was assumed or allocated. In addition, vesting of 27,003 shares of restricted stock and restricted stock units previously granted to Mr. Tarpey were accelerated pursuant to the terms of the initial grantsWiener Separation Agreement, Mr. Weiner will receive: (i) a cash payment of $1,050,000, less applicable taxes and withholdings,one-half of which is payable in installments over thesix-month period following his termination of employment and the Company's 2007 Equity Incentive Plan.
Under the Wiener Separation Agreement, Mr. Wiener agreed to a comprehensive release of claims in favor of the company and its affiliates. Mr. Wiener also reaffirmed his commitment to be bound by restrictive covenants regarding confidential information,non-disparagement,non-competition andnon-solicitation.
Hofstetter Separation Agreement
In connection with Ms. Hofstetter’s resignation, the company and Ms. Hofstetter entered into a Separation Agreement on March 31, 2019 (the “Hofstetter Separation Agreement”). Pursuant to the terms of the Hofstetter Separation Agreement, Ms. Hofstetter will receive: (i) a cash payment of $450,000, less applicable taxes and withholdings, which is payable in installments over the12-month period following her termination of employment (representing one year of base salary), subject to certain mitigation provisions, (ii) a target bonus for 2019 of $42,000, subject to achievement of applicable performance goals and payable at the time bonuses are paid to other executives (representing a portion of Ms. Hofstetter’s annual incentive opportunity for her service through March 31, 2019), (iii) reimbursement of the cost of continued health coverage under our named executive officersgroup health plans pursuant to COBRA for a period of up to 12 months, (iv) reimbursement of up to $10,000 of legal expenses in connection with negotiating the Hofstetter Separation Agreement, (v) an additional cash payment of $218,450, less applicable taxes and withholdings, which is payable in a lump sum within 30 days (representing the unpaid portion of her cash sign-on bonus), (vi) accelerated vesting of 18,417 outstanding restricted stock units (representing a portion of her sign-on award), and (vii) satisfaction of the service requirement with respect to 8,524 outstanding performance-based restricted stock units, which will remain eligible to be earned subject to achievement of the applicable long-term performance goals.
Under the Hofstetter Separation Agreement, Ms. Hofstetter agreed to a comprehensive release of claims in favor of the company and its affiliates. Ms. Hofstetter also reaffirmed her commitment to be bound by restrictive covenants regarding confidential information,non-disparagement,non-competition andnon-solicitation.
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) ofRegulation S-K, we are entitledproviding the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Wiener, our Chief Executive Officer as of December 31, 2018.
For the 2018 fiscal year, the ratio of the annual total compensation of Mr. Wiener, our Chief Executive Officer (“CEO Compensation”), to payments uponthe median of the annual total compensation of all of our employees other than our Chief Executive Officer (“Median Annual Compensation”) was 85 to 1. This ratio is a terminationreasonable estimate calculated in a manner consistent with Item 402(u) ofRegulation S-K, using the data and assumptions summarized below. In this summary, we refer to the employee who received such Median Annual Compensation as the “Median Employee.” For purposes of this disclosure, the date used to identify the Median Employee was December 31, 2018 (the “Determination Date”).
CEO Compensation for purposes of this disclosure represents annualized compensation for Mr. Wiener for the 2018 fiscal year, which (following annualization) was $6,860,816. For 2018, this amount includes Mr. Wiener’ssign-on equity awards as well as normalized long-term incentive compensation for the year, all based on the full grant-date fair value pursuant to SEC rules. Additionally, because Mr. Wiener was not employed as Chief Executive Officer for the entirety of the 2018 fiscal year, we annualized the applicable compensation that he received for his service as Chief Executive Officer in 2018, and we excluded the compensation that he received for service as anon-employee director prior to becoming our Chief Executive Officer. Therefore, the CEO Compensation amount provided above for purposes of our pay ratio calculation differs from the total compensation amount reflected within the 2018 Summary Compensation Table. The table below reflects the amounts shown within the 2018 Summary Compensation Table as well as the annualized value (excluding director compensation), if any, that was used solely for the pay ratio calculation:
Amount in 2018 Summary Compensation Table ($) | Annualized Amount ($) | |||||||
Base Salary | 337,656 | 525,000 | ||||||
Bonus | 393,750 | 393,750 | ||||||
Stock Awards | 5,984,838 | 5,833,643 | ||||||
Non-Equity Incentive Plan Compensation | 52,500 | 52,500 | ||||||
All Other Compensation | 54,507 | 55,923 | ||||||
Total | 6,823,251 | 6,860,816 |
For purposes of this disclosure, Median Annual Compensation was $80,581, and was calculated by totaling for our Median Employee all applicable elements of compensation for the 2018 fiscal year in accordance with Item 402(c)(2)(x) ofRegulation S-K.
To identify the Median Employee, we first determined our employee population as of the Determination Date. We had 1803 employees, representing all full-time, part-time, seasonal and temporary employees of the company and our consolidated subsidiaries as of the Determination Date. This number does not include any independent contractors or change“leased” workers, as permitted by SEC rules. We then measured compensation for the period beginning on January 1, 2018 and ending on December 31, 2018 for these employees usingyear-to-date Box 1Form W-2 earnings (or, outside of control, see the section titled “Compensation DiscussionUnited States, a comparable local equivalent) as reflected in our U.S. and Analysis — Severancelocal payroll records for 2018. A portion of our employee workforce (full-time and Changepart-time) worked for less than the full fiscal year due to commencing employment after the beginning of Control Arrangements.”the fiscal year. In determining the Median Employee, we annualized the compensation for such individuals.
EQUITY COMPENSATION PLAN INFORMATION
The following table summarizes our equity compensation plans as of December 31, 2018:
Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) (1) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b) (2) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) (3) | |||||||||
Equity compensation plans approved by security holders | 2,790,098 | $ | 17.49 | 6,585,928 | ||||||||
Equity compensation plans not approved by security holders | — | — | — | |||||||||
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Total | 2,790,098 | $ | 17.49 | 6,585,928 | ||||||||
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(1) | This column reflects (i) all shares subject to time-based restricted stock units that were outstanding as of December 31, 2018, (ii) the maximum number of shares subject to performance-based restricted stock units that were outstanding as of December 31, 2018 and (iii) all shares subject to outstanding stock options and stock appreciation rights as of December 31, 2018. |
(2) | The weighted average exercise price reflected in this column is calculated based solely on the exercise prices of outstanding options and stock appreciation rights and does not take into account time-based restricted stock units or performance-based restricted stock units, which do not have an exercise price. |
(3) | This column reflects the total number of shares remaining available for issuance under our 2018 Equity and Incentive Compensation Plan, assuming the maximum number of shares subject to outstanding performance-based restricted stock units is no longer available for issuance. |
Various Comscore policies and procedures, including the Code of Business Conduct and Ethics and annual questionnaires completed by all of our directors and executive officers, require disclosure of transactions or relationships that may constitute conflicts of interest or otherwise require disclosure under applicable SEC rules. In addition, our Board has adopted a written policy and procedures for the review and approval of transactions in which we define as all transactions involving anthe company is a participant, the amount involved exceeds $120,000, and one of our directors, executive officer, director, nominee for directorofficers, or a holder of more than five percent of our common stock,Common Stock, including any of their immediate family members and any entity owned or controlled by such persons are reviewed and approved by the Audit Committee of our Board of Directors(collectively, “related parties”), has or in some cases bywill have a majority of disinterested directors on our Board of Directors.
If any related party proposes to enter into any such transaction involving a related person,(a “related party transaction”), our Audit Committee and our Board of Directorswill consider all of the available material facts and circumstances of the transaction, including: the direct and indirect interests of the related persons;party; the approximate dollar value of the amount involved in the transaction and the dollar value of such related person’s direct or indirect interest in the transaction; whether the transaction was undertaken in the ordinary course of business of the company; whether the transaction is proposed to be entered into on terms no less favorable to the company than those reached with an unrelated third party; whether any alternative transactions or sources for comparable services or products are available; the purpose of the transaction and potential benefits, or potential risks or costs, to the company; whether the transaction is in the best interests of the company; any required public disclosure of the transaction; whether the transaction presents an improper conflict of interest for any company officer or director; in the event the related personparty is a director or nominee for director (or immediate family member of a director or nominee or an entity with which a director or nominee is affiliated), the impact that the transaction will have on that director’s or nominee for director’snominee’s independence; and any other information regarding the risks, costs and benefitstransaction that would be material to investors in light of the transaction to us;circumstances of such transaction.
Following such consideration and whether any alternative transactions or sources for comparable services or products are available.
Other than compensation described indisclosed under “Director Compensation” or “Executive Compensation” or “Director Compensation” elsewhere in this proxy statement and asthe transactions described below.
Transactions with WPP and GroupM
As of April 25, 2019, WPP plc (“WPP”) and its affiliates owned approximately 19 percent of our outstanding Common Stock. In July 2018, we filed a registration statement on FormS-1 with the SEC for the purpose of registering the shares of Common Stock owned by WPP, in order to fulfill our restricted stock pursuant to our 2013 Bonus Policycontractual obligations under a 2015 agreement with a fair value atWPP. In the time of grant of $107,920 that was granted in February 2014, with 50% vested immediately and the remaining 50% to vest equally in February 2015 and 2016. During the year ended December 31, 2014, Ms. Abraham did not receive a cash salary. Similar to Dr. Abraham, Ms. Abraham agreed to receive stock in lieu of cash salary for the entire 2014 fiscal year. The stock for the entire calendar year was issued on December 31, 2014. The 2014 annual salary for Ms. Abraham was $62,030. Based on the closing price of our common stock as reported on the NASDAQ Global Select Market on December 31, 2014, we awarded 1,336 shares of common stock to Ms. Abraham in lieu of salary per this arrangement.
Irwin Gotlieb, who was appointed to our Board in April 2019, served as the Chairman of GroupM, a subsidiary of WPP, until April 2018. In 2018, we recognized revenue of approximately $6.4 million and imputed interest income of approximately
$0.3 million from transactions with GroupM in the normal course of business. These amounts are included within the WPP amounts set forth above.
Transactions with FMR/Fidelity
As of April 25, 2019, FMR LLC (an affiliate of Fidelity Management & Research Company) owned approximately 6 percent of our outstanding Common Stock. In the normal course of business, we provide Fidelity and its affiliates with services amongst our different product lines and receive stock and benefits processing and administration services from Fidelity. In 2018, our transactions with Fidelity and its affiliates resulted in approximately $0.7 million of revenue and $0.1 million of expense.
Transactions with OKTA
Frederic Kerrest, the son of Jacques Kerrest, serves as Chief Operating Officer of OKTA, Inc., which is a service provider to the company. In 2018, we recognized expense of approximately $0.2 million from transactions with OKTA in the normal course of business.
Consulting Agreement with Susan Riley
On March 25, 2018, Susan Riley notified the company of her resignation from the Board, effective as of such date. In connection with her resignation, the company and Ms. Riley entered into a consulting agreement, pursuant to ourwhich Ms. Riley agreed to serve as a consultant to the company during the period from April 1, 2018 until December 31, 2018. Under the consulting agreement, Ms. Riley was paid a monthly consulting fee of $33,500 per month, which totaled $0.3 million in 2018.
Compensation ofNon-Executive Employees
William Livek’s son is anon-executive account director of the company and has been employed by the company since January 2016. During 2018, he received salary and incentive compensation of approximately $120,000, in addition to the standard termsbenefits that he receives as an employee of the company.
Kathleen Love’s son is anon-executive sales manager of the company and conditions.
Transactions with 360i and Vizeum
Our former Chief Executive Officer, Bryan Wiener, previously served as Executive Chairman of 360i Network, which includes 360i LLC and its affiliate, Vizeum LLC, both of which are Comscore customers. Our former President, Sarah Hofstetter, previously served as Chief Executive Officer of 360i. In 2018, we recognized revenue of approximately $0.5 million from transactions with 360i and Vizeum in the normal course of business.
Transactions with the National Football League
Our former director, Michelle McKenna, serves as Senior Vice President and Chief Information Officer of the National Football League, a customer of the company. In 2018, we recognized revenue of approximately $0.4 million from transactions with the National Football League in the normal course of business.
Transactions with Starboard Value LP
In January 2018, we entered into an indemnification agreementcertain agreements with eachfunds affiliated with or managed by Starboard Value LP (“Starboard”), then a beneficial owner of more than 5 percent of our directorsoutstanding Common Stock, pursuant to which we
(i) issued $150.0 million in senior secured convertible notes to Starboard in exchange for $85.0 million in cash and executive officers. The indemnification2,600,000 shares of Common Stock, (ii) granted Starboard the option to acquire up to an additional $50.0 million of convertible notes, (iii) agreed to grant Starboard warrants to purchase 250,000 shares of Common Stock and (iv) have the right to conduct a rights offering, open to all our stockholders, for up to an additional $150.0 million in convertible notes. As a result of these agreements and the transactions contemplated thereby, Starboard ceased to be a beneficial owner of more than 5 percent of our amendedCommon Stock in January 2018.
Two of our current directors (Dale Fuller and restated certificatePaul Reilly) were nominated for election at our 2018 annual meeting of incorporation and bylaws require usstockholders pursuant to indemnify our directors and officers to the fullest extent permitted by Delaware law.an agreement we entered into with Starboard in September 2017, as amended.
The following table sets forth certain information with respect to beneficial ownership of our common stock,Common Stock as of April 1, 2015,25, 2019, by:
each beneficial owner of 5%5 percent or more of the outstanding shares of our common stock;Common Stock;
each of our directors;current directors and director-nominees;
each of our named executive officers;officers for 2018; and
all of our current directors and executive officers and directors as a group.
Beneficial ownership is determined in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of the common stockCommon Stock that they beneficially own, subject to applicable community property laws. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stockCommon Stock subject to options or warrantsother rights held by that person that are currently exercisable or exercisable within 60 days of April 1, 201525, 2019 are deemed outstanding, but are not deemed outstanding for purposes of computing the percentage ownership of any other person. Unless otherwise indicated, these shares do not include any stock or options awarded after April 1, 2015.25, 2019. A total of 40,513,19160,524,596 shares of our common stockCommon Stock were outstanding as of April 1, 2015.25, 2019. Except as otherwise indicated, the address of each of the personsperson in this table is c/o comScore, Inc.,Comscore, 11950 Democracy Drive, Suite 600, Reston, Virginia 20190.
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership (1) | Percentage of Common Stock Outstanding | ||||||
5% or Greater Stockholders: | ||||||||
WPP plc and affiliated entities (2) | 11,319,363 | 18.70% | ||||||
PRIMECAP Management Company (3) | 8,645,532 | 14.28% | ||||||
RGM Capital, LLC (4) | 4,364,820 | 7.21% | ||||||
FMR LLC (5) | 3,541,388 | 5.85% | ||||||
Bares Capital Management (6) | 3,529,171 | 5.83% | ||||||
Directors and Named Executive Officers: | ||||||||
Joanne Bradford, Director | — | * | ||||||
Dale Fuller, Interim Chief Executive Officer and Director (7) | 13,470 | * | ||||||
Irwin Gotlieb, Director | — | * | ||||||
Jacques Kerrest, Director (8) | 19,710 | * | ||||||
William Livek, Vice Chairman of the Board and Former President (9) | 1,025,849 | 1.68% | ||||||
Kathleen Love, Director | — | * | ||||||
Robert Norman, Director (10) | 13,470 | * | ||||||
Paul Reilly, Director (11) | 17,630 | * | ||||||
Brent Rosenthal, Chairman of the Board (12) | 181,278 | * | ||||||
Bryan Wiener, Former Chief Executive Officer (13) | 131,911 | * | ||||||
Gregory Fink, Chief Financial Officer and Treasurer (14) | 15,269 | * | ||||||
Carol DiBattiste, General Counsel & Chief Compliance, Privacy and People Officer | 33,753 | * | ||||||
Sarah Hofstetter, Former President (15) | 39,464 | * | ||||||
Joseph Rostock, Chief Information and Technology Officer | 14,553 | * | ||||||
All current directors and executive officers as a group (15 persons) (16) | 1,464,199 | 2.39% |
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership(1) | Percentage of Common Stock Outstanding | ||
5% or Greater Stockholders: | ||||
WPP plc and affiliated entities(2) | 6,076,978 | 15.0 | % | |
PRIMECAP Management Company(3) | 4,150,532 | 12.1 | % | |
Blackrock, Inc.(4) | 3,426,390 | 10.0 | % | |
The Vanguard Group(5) | 2,303,291 | 6.7 | % | |
Directors and Named Executive Officers: | ||||
Serge Matta(6) | 820,534 | 2.0 | % | |
Magid M. Abraham, Ph.D.(7) | 166,986 | * | ||
Gian M. Fulgoni(8) | 167,790 | * | ||
Melvin Wesley III(9) | 168,033 | * | ||
Cameron Meierhoefer(10) | 222,504 | * | ||
Christiana Lin(11) | 239,467 | * | ||
Russell Fradin | — | * | ||
William J. Henderson | 24,925 | * | ||
William Katz | 25,517 | * | ||
Ronald J. Korn | 37,748 | * | ||
Joan M. Lewis | — | * | ||
All directors and executive officers as a group (twelve persons)(12) | 1,982,558 | 4.9 | % |
* | Represents less than 1% of the outstanding shares of |
(1) | The information provided in this table is based on |
(2) | This information is derived solely from the Schedule |
(3) | This information is derived solely from the Schedule 13G/A filed with the SEC on February |
(4) | This information is derived solely from the Schedule |
(5) | This information is derived solely from the Schedule |
(6) | This information is derived solely from the Schedule 13G filed with the SEC on February 14, 2019. Brian Bares is the President of Bares Capital Management, Inc. Brian Bares has sole voting and dispositive power for 12,366 shares and shared voting and dispositive power for 3,516,805 shares. Bares Capital Management, Inc. has shared voting and dispositive power for 3,516,805 shares. The address for Bares Capital Management, Inc. is 12600 Hill Country Blvd, SuiteR-230, Austin, TX 78738. |
(7) | Includes |
(8) | Includes 11,390 shares subject to restricted stock units that are scheduled to vest within 60 days of April 25, 2019. |
(9) | Includes 602,600 shares subject to options or SARs that are currently exercisable. |
(10) | Includes 11,390 shares subject to restricted stock units that are scheduled to vest within 60 days of April 25, 2019. |
(11) | Includes 11,390 shares subject to restricted stock units that are scheduled to vest within 60 days of April 25, 2019. |
(12) | Includes 11,390 shares subject to restricted stock units that are scheduled to vest within 60 days of April 25, 2019 and 86,974 shares subject to options that are |
(13) | Includes 97,682 shares subject to vested restricted stock units. Due to potential tax consequences under Section 409A of the Internal Revenue Code, the Company has opted to delay delivery of the underlying shares until October 2019. |
(14) | Includes 1,376 shares subject to restricted stock units that are scheduled to vest within 60 days of April |
(15) | Includes 39,464 shares subject to |
(16) | |
Includes |
Section 16(a) of the Securities Exchange Act of 1934 as amended, or the Exchange Act, requires that certain of our executive officers and directors, and persons who beneficially own more than 10% of a registered class of our equity securities, file reports of ownership and changes in ownership (Forms 3, 4 and 5) with the SEC. Such executive officers, directors and greater than 10% holdersbeneficial owners are required to furnish us with copies of all of these forms that they file. Certain Comscore employees of our company hold a power of attorney to enable such individuals to file ownership and change in ownership forms on behalf of certain of our executive officers and directors.
Based solely on our review of these reports or written representations from certain reporting persons, we believe that during 2014,2018, all filing requirements applicable to our executive officers, directors, greater-than-10%greater than 10% beneficial owners and other persons subject to Section 16(a) of the Securities Exchange Act of 1934 as amended, were timely met, except for one Form 4 for William Livek and one Form 4 for Christopher Wilson, which were late as the following reports:result of the date for tax withholding being different from the date of settlement, and a Form 3 for Robert Norman, which was one day late due to an administrative issue.
Engagement of Deloitte & Touche LLP As previously disclosed, effective September 28, 2017, the Audit Committee determined not to engage Ernst & Young LLP (“EY”) as our independent registered public accounting firm for the fiscal year ending December 31, 2017 and EY continued to serve as our auditor with respect to our financial statements for the fiscal years ended December 31, 2015 and 2016. EY had not previously issued an audit report or provided an audit opinion for the fiscal years ended December 31, 2015 and 2016. During the fiscal years ended December 31, 2015 and 2016, and during the period subsequent to December 31, 2016 to the date of the decision not to engage EY for the fiscal year ending December 31, 2017, there were no disagreements with EY on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of EY, would have caused EY to make reference to the subject matter of the disagreement in connection with its reports. Fees The following table sets forth a summary of the fees billed to us by (In thousands) Name Audit fees Audit-related fees Tax fees All other fees Total fees All of the services described in the Pre-Approval Policies and Procedures Our Audit Committee has adopted, and our Board Related instead to engage Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for 2017. The Audit Committee’s decision to change the independent registered public accounting firm for 2017 was not the result of any disagreement with EY.for Fiscal Years 2013 and 2014Ernst & Young LLPDeloitte for professional services for the fiscal years ended December 31, 20132018 and 2014, respectively. 2017. Audit-related fees were for services in connection with our registration statements on Form S-1 and Form S-8 and access to Deloitte’s accounting research tool. Tax fees were principally for tax consulting services. 2018 2017 $ 6,474 $ 9,500 122 — 68 313 — — $ 6,664 $ 9,813 following fee tabletables above were approved by the Audit Committee.Name 2013 2014 Audit Fees(1) $ 1,768,500 $ 1,926,235 Audit-Related Fees - - Tax Fees - - All Other Fees - - Total Fees $ 1,768,500 $ 1,926,235 (1)Audit fees represent fees for professional services relating to the audit of our financial statements included in our annual reports on Form 10-K and our registration statements on Forms S-3 and S-8, the audit of internal control over financial reporting required by Section 404 of the Sarbanes-Oxley Act of 2002 and the review of the financial statements included in our quarterly reports on Form 10-Q.Ernst & Young LLP throughout the yearindependent auditor and reviews both audit andnon-audit services performed by Ernst & Young LLPDeloitte as well as fees charged for such services. The Audit Committee has determined that the provision of the services described above is compatible with maintaining Ernst & Young LLP’sDeloitte’s independence in the conduct of its audit functions.of Directors has approved, a policy that sets forth the procedures and the conditions pursuant to which services proposed to be performed by our independent auditors should bepre-approved. Such procedures and conditions are set forth in the independent auditor may be pre-approved. Pursuant to itsAudit Committee’s charter. The Audit Committeepre-approved all audit, audit-related and non-audit services pre-approval policy, our Audit Committee may delegate either type of pre-approval authority to one or more of its members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next scheduled meeting. Our Audit Committee pre-approved all audit related and other services rendered by Ernst & Young LLPDeloitte in 2013 and 2014.its capacity as our independent auditor.
The Audit Committee is As described more fully in its charter, the purpose of the Audit Committee is to The Audit Committee has:comprisedcomposed of “independent” directors, as determined in accordance with Rule 5605(a)(2) of the NASDAQ Marketplace Rulesapplicable Nasdaq standards and Rule10A-3 of the Securities Exchange Act of 1934. The Audit Committee operates pursuant to a written charter adopted by the Board, of Directors, a copy of which is available under “Corporate Governance” on the “Investor Relations”Investor Relations section of our website located at http://www.comscore.com.assistoversee the Boardaccounting and financial reporting processes of Directors with its oversight responsibilities regarding the integritycompany and the audits of ourthe financial statements our compliance with legal and regulatory requirements, assessing our independent registered public accounting firm’s qualifications and independence and, if applicable, the performance of the persons performing internal audit duties for our company.to issueissuing a report thereon. The Audit Committee’s responsibility is to monitor and oversee these processes. The following is the Audit Committee’s report submitted to the boardBoard of directorsDirectors for 2014.
reviewed and discussed ourthe company’s audited financial statements with management and ErnstDeloitte & YoungTouche LLP (“Deloitte”), the company’s independent registered public accounting firm;firm for 2018;
discussed with Ernst & Young LLPDeloitte the matters required to be discussed by Auditing Standard No. 16,
received the written disclosures and the letter from Deloitte required by applicable requirements of the PCAOB regarding Deloitte’s communications with the Audit Committee concerning independence, and has discussed the auditors’ independence with them.Deloitte its independence.
In addition, the Audit Committee has met separately with company management and with Ernst & Young LLP.
Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited 2014 financial statements for 2018 be included in ourthe company’s Annual Report on Form10-K for the year ended December 31, 20142018 for filing with the Securities and Exchange Commission.
AUDIT COMMITTEE
Dale Fuller
Jacques Kerrest
Paul Reilly
Brent Rosenthal
The foregoing audit committeeAudit Committee report is made by the current directors who were members of the Audit Committee at the time the company’s 2018 Annual Report on Form10-K was approved, and shall not be deemed incorporated by reference
ELECTION OF DIRECTORS Our stockholders are being asked to elect the three nominees named in this proxy statement as Class Our Nominating and Governance Committee recommended, and our Board Shares represented by the accompanying proxy will be voted for the election of the nominees recommended by the Board The Required Vote The Recommendation of Our Board of Directors OUR BOARD OF DIRECTORS TwoIIIII directors are to be elected at the 2015 Annual Meeting to serve a three-year termfor terms expiring at the 2018our 2022 annual meeting of stockholders, orto hold office until their respective successors have been duly elected and qualified. The Class I and Class III directors will continue to serve their respective terms.of Directors has nominated:William J. Henderson,nominated, Joanne Bradford, Dale Fuller andRonald J. Kornas Class II directors at the 20152019 Annual Meeting. Each of Messrs. Henderson and Korn are presently directorsthese individuals is currently a director of comScore.the company. All persons nominated for election have agreed to serve if elected, and we have no reason to believe that any nominee will be unable or unwilling to serve. of Directors unless the proxy is marked in such a manner so as to withhold authority to vote. If any nominee is unable or unexpectedly declines to serve as a director, the Board of Directors may designate another nominee to fill the vacancy, and the proxy will be voted for that nominee. Alternatively, the Board may reduce the size of the Board, or the proxies may vote just for the remaining nominees, leaving a vacancy that the Board may fill at a later date. Proxies cannot be voted for more than the twothree named nominees.sectionssection of this proxy statement titled “Directors, Director Nominees, Executive Officers and Corporate Governance — Directors, Director Nominees and Executive Officers” on pages 9-11 and “Directors, Director Nominees, Executive Officers and Corporate Governance — Director Nomination Process and Qualifications” on pages 13-14 of this proxy statement containcontains more information about the leadershipexperience, qualifications, attributes and skills and other experiences that caused our Nominating and Governance Committee and our Board of Directors to determine that these nominees should serve as Class II directors of comScore. two nominees receiving the highest number of affirmative “FOR” votes with respect to each class shall be elected as Class II directors. Unless marked toAbstentions and brokernon-votes will have no effect on the contrary, proxies received will be voted “FOR” these nominees.UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OFCLASS II DIRECTORS PURSUANT TOPROPOSAL NO. 1.
ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION We are seeking the advisory,non-binding approval of our stockholders with respect to the compensation paid to our named executive officers as disclosed in this proxy statement. The objective of our compensation programs for our employees, including our executive officers, is to attract and retain top talent and to ensure that the total compensation paid is fair, reasonable and consistent with market practice. Our compensation programs are designed to motivate and reward employees for achievement of positive business results and to promote and enforce accountability. Overall, we seek to maintain a performance-oriented culture with compensation opportunities that reward our executive officers when we achieve or exceed our goals and objectives, while putting a significant portion of their target total direct compensation opportunities at risk in the event that our goals and objectives are not achieved. During 2018, our Compensation Committee sought to maintain a balance between addressing specific hiring and retention needs, promoting the achievement of company performance objectives, and establishing a more normalized compensation cadence for the company. Among other things, the Compensation Committee: developed new performance-based incentive compensation programs to better align executive officers’ interests with stockholders; set objective performance metrics and varying measurement periods, with capped payouts for incentive compensation; engaged an outside compensation consultant to review our compensation programs, provide analysis of market data, and make recommendations regarding executive officer compensation; implemented a new market-based equity incentive plan; revised our executive change of control and severance agreements to increase accountability and alignment with market practice; and adopted new and revised compensation policies reflective of corporate governance best practices. This proposal gives you, as a stockholder, the opportunity to express your views on the compensation of our named executive officers as disclosed in this proxy statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. Accordingly, we are asking stockholders to approve the following resolution: “RESOLVED, that the compensation paid to the company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, compensation tables and related narrative discussion included in this proxy statement, is hereby APPROVED.” Required Vote You may vote for or against this Proposal No. 2, or you may abstain. Approval of this proposal requires the affirmative vote (“FOR”) of a majority of the shares present or represented by proxy at the 2019 Annual Meeting and entitled to vote thereon. Abstentions will have the same effect as a vote against this proposal. Brokernon-votes will have no effect on the outcome of this proposal. Because this vote is advisory, it will not be binding upon our Board. However, our Board and Compensation Committee will consider the outcome of the vote, along with other relevant factors, in evaluating our executive compensation program. Recommendation of Our Board of Directors OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” PROPOSAL NO. 2.
Our Audit Committee has appointed ErnstDeloitte & YoungTouche LLP (“Deloitte”) as our independent registered public accounting firm for the year ending December 31, 2015. Ernst & Young LLP2019. Deloitte has served as our independent audit firm since 20002017 and has audited our financial statements for the fiscal years 2000 through 2014.year ended December 31, 2018. For more information about services Deloitte provided by Ernst & Young LLP to us, as well as our procedures and approvals for approving such services, see the section of this proxy statement titled “Principal Accounting Fees and Services — Pre-Approval Policies and Procedures” on page 53 of this proxy statement.Services.” A representative of Ernst & Young LLPDeloitte is expected to be present at our 20152019 Annual Meeting and will have an opportunity to make a statement and respond to appropriate questions from stockholders.
Ratification of the appointment of Ernst & Young LLPDeloitte as our independent registered public accounting firm is not required by our bylaws or other applicable legal requirements. However, ourOur Board of Directors is submitting the appointment of Ernst & Young LLPDeloitte to theour stockholders for ratification as a matter of good corporate practice. If our stockholders fail to ratify the appointment, the Audit Committee will reconsider whether to retain the firm.firm; however, the Audit Committee may, in its discretion, continue to retain Deloitte. Even if the appointment is ratified, the Audit Committee atmay, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in our best interests and the best interests of the company and our stockholders.
Required Vote
The affirmative vote (“FOR”) of a majority of the shares of our common stock present or represented by proxy at the 20152019 Annual Meeting in person or by proxy and entitled to vote is required to ratify the appointment of Ernst & Young LLPDeloitte as our independent registered public accounting firm for the year ending December 31, 2015.2019. Abstentions will have the same effect as a vote against this proposal.
Recommendation of Our Board of Directors
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR”
We do not know of any matters to be presented at our Any holder of our common stock may contact the Board, 20152019 Annual Meeting other than those described in this proxy statement. If any other matters are properly brought before the annual meeting, proxies will be voted in accordance with the best judgment of the person or persons voting the proxies.of Directors, a Committeecommittee of the Board of Directors or a specified individual director by writing to the attention of the Board of Directors (or a specified individual director or Committee)committee) and sending such communication to the attention of our Corporate Secretary at our executive offices as identified in this proxy statement. Each communication from a stockholder should include the following information in order to permit us to confirm your status as a security holder and enable us to send a response if deemed appropriate:
the name, mailing address and telephone number of the security holder sending the communication;
the number and type of our securities owned by such security holder; and
if the security holder is not a record owner of our securities, the name of the record owner of our securities beneficially owned by the security holder.
Our Corporate Secretary will forward all appropriate communications to the Board, of Directors, the applicable Committeecommittee of the Board of Directors or individual members of the Board of Directors as specified in the communication. Our Corporate Secretary may, but is not required to, review all correspondence addressed to the Board, of Directors, a Committeecommittee of the Board of Directors or any individual member of the Board, of Directors, for any inappropriate correspondence more suitably directed to management.
ANNUAL MEETING OF STOCKHOLDERS OF
COMSCORE, INC.
June 10, 2019
PROXY VOTING INSTRUCTIONS |
INTERNET- Access“www.voteproxy.com” and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page.
TELEPHONE - Call toll-free1-800-PROXIES (1-800-776-9437) in the United States or1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call.
Vote online/phone until 11:59 PM EDT the day before the meeting.
MAIL -Sign, date and mail your proxy card in the envelope provided as soon as possible.
IN PERSON -You may vote your shares in person by attending the Annual Meeting.
GO GREEN
COMPANY NUMBER | ||
ACCOUNT NUMBER | ||
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS: The Notice of Meeting, Proxy Statement, Proxy Card and Annual Report are available at http://www.astproxyportal.com/ast/25890 |
Please detach along perforated line and mail in the envelope providedIF you are not voting via the Internet.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE NOMINEES NAMED IN PROPOSAL 1, AND “FOR” PROPOSALS 2 AND 3. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE |
FOR | AGAINST | ABSTAIN | ||||||||||||||||||
1. Election of Directors: | 2. | The approval, on a non-binding advisory basis, of the compensation paid to the Company’s named executive officers. | ☐ | ☐ | ☐ | |||||||||||||||
☐ | FOR ALL NOMINEES | NOMINEES: (CLASS III) Joanne Bradford Dale Fuller Robert Norman | ||||||||||||||||||
☐ | WITHHOLD AUTHORITY | 3. | The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. | ☐ | ☐ | ☐ | ||||||||||||||
☐ | FOR ALL EXCEPT (See instructions below) | THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED “FOR” THE NOMINEES NAMED IN PROPOSAL 1, “FOR” PROPOSALS 2 AND 3 AND AS SAID PROXIES DEEM ADVISABLE IN THEIR DISCRETION ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR MAY OTHERWISE BE ALLOWED TO BE CONSIDERED AT THE MEETING. IN ORDER TO ASSURE YOUR REPRESENTATION AT THE ANNUAL MEETING OF STOCKHOLDERS, PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. | ||||||||||||||||||
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: | ||||||||||||||||||||
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. | ☐ |
Signature of Stockholder | Date: | Signature of Stockholder | Date: |
Note: | Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. |
ANNUAL MEETING OF STOCKHOLDERS OF
COMSCORE, INC.
June 10, 2019
GO GREEN
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NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS:
The Notice of Meeting, Proxy Statement, Proxy Card, and Annual Report
are available at http://
www.astproxyportal.com/ast/25890Please sign, date and mail
your proxy card in the
envelope provided as soon
as possible.
Please detach along perforated line and mail in the envelope provided.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE NOMINEES NAMED IN PROPOSAL 1, AND “FOR” PROPOSALS 2 AND 3. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE |
FOR | AGAINST | ABSTAIN | ||||||||||||||||||
1. Election of Directors: | 2. | The approval, on a non-binding advisory basis, of the compensation paid to the Company’s named executive officers. | ☐ | ☐ | ☐ | |||||||||||||||
☐ | FOR ALL NOMINEES | NOMINEES:(CLASS III) Joanne Bradford Dale Fuller Robert Norman | ||||||||||||||||||
☐ | WITHHOLD AUTHORITY FOR ALL NOMINEES | 3. | The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. | ☐ | ☐ | ☐ | ||||||||||||||
☐ | FOR ALL EXCEPT (See instructions below) | THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED “FOR” THE NOMINEES NAMED IN PROPOSAL 1, “FOR” PROPOSALS 2 AND 3 AND AS SAID PROXIES DEEM ADVISABLE IN THEIR DISCRETION ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR MAY OTHERWISE BE ALLOWED TO BE CONSIDERED AT THE MEETING. IN ORDER TO ASSURE YOUR REPRESENTATION AT THE ANNUAL MEETING OF STOCKHOLDERS, PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. | ||||||||||||||||||
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark“FOR ALL EXCEPT”and fill in the circle next to each nominee you wish to withhold, as shown here: | ||||||||||||||||||||
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. | ☐ |
Signature of Stockholder | Date: | Signature of Stockholder | Date: |
Note: | Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. |
0 ⬛ |
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
COMSCORE, INC.
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 21, 2015
The undersigned stockholder of comScore, Inc., a Delaware corporation (the "Company"), hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders to be held on July 21
Shares presented by this proxy will be voted as directed by the stockholder. If no such directions are indicated, the proxies will vote FOR all the nominees listed on Form 10-KProposal 1 and Amendment No
(Continued and to be signed on the reverse side)
⬛ 1.1 | 14475 ⬛ |