UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934


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COMSCORE, INC.

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LOGO

11950 Democracy Drive,

Suite 600

Reston, Virginia 20190

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JULY 21, 2015

JUNE 10, 2019

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:

to elect two Class II members of the Board of Directors to serve until the 2018 annual meeting of stockholders;
to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015;
to approve on an advisory basis the compensation awarded to our named executive officers in 2014; and
to transact any other business that is properly brought before the meeting or any adjournment or postponement thereof.
The preceding items of business are more fully described in the proxy statement filed with the U.S. Securities and Exchange Commission on or about June 8, 2015. Any action on the items of business described above may be considered at the 2015 Annual Meeting at the time and on the date specified above or at any time and date to which the 2015 Annual Meeting may be properly adjourned or postponed.

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.

May 1, 2019.

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.

Comscore.

Reston, Virginia

By Order of the Board of Directors,

Reston, Virginia

April 30, 2019

  
June 8, 2015/s/  Christiana L. Lin
Christiana L. Lin

LOGO

Carol A. DiBattiste

General Counsel & Chief Compliance, Privacy and SecretaryPeople Officer


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

TABLE OF CONTENTS
JUNE 10, 2019

Table of Contents

Page

QUESTIONS AND ANSWERS ABOUT THE 2019 ANNUAL MEETING AND PROCEDURAL MATTERS

Page2
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on July 21, 20153
Questions and Answers About the 2015 Annual Meeting and Procedural Matters

DIRECTORS, DIRECTOR NOMINEES, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

39
Directors, Director Nominees, Executive Officers and Corporate Governance
9

Directors, Director Nominees and Executive Officers

9
Board Structure11

Board Structure and Leadership

12

Standing Committees of the Board of Directors

1112
Risk Management12

Risk Management

13

Board of Directors and Committee Meeting Attendance

1314

Annual Meeting Attendance

1314

Director Nomination Process and Qualifications

1314

Director and Director Nominee Independence

1415

Compensation Committee Interlocks and Insider Participation

15

Code of Business Conduct and Ethics

15

Reporting and Non-Retaliation Policy

15

Corporate Governance Guidelines

1516

Director Resignation Policy

16

Stock Ownership Guidelines for Non-Employee Directors

1516
Director Compensation

Clawback Policy

16
Director Compensation

Anti-Hedging and Pledging Policy

16
2014 Director Compensation

Political Activity Policy

17
Executive Compensation

DIRECTOR COMPENSATION

18
Compensation Discussion and Analysis18
Compensation Committee Report

EXECUTIVE COMPENSATION

22

COMPENSATION DISCUSSION AND ANALYSIS

22

COMPENSATION COMMITTEE REPORT

34

COMPENSATION TABLES

35

2018 Summary Compensation Table

3635

2018 Grants of Plan-Based Awards Table

36

Notes to 2018 Summary Compensation Table and 2018 Grants of Plan-Based Awards Table

38

2018 Outstanding Equity Awards at Fiscal Year End

4138

2018 Option Exercises and Stock Vested Table

4440
Potential Payments Upon Termination or Change in Control45
Certain Relationships and Related Transactions

PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

41

PAY RATIO DISCLOSURE

49

EQUITY COMPENSATION PLAN INFORMATION

50

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

51

Policies and Procedures for Transactions with Related PersonsParties

5051
Transactions and Relationships with Directors, Officers and Five Percent Stockholders50
Security Ownership of Certain Beneficial Owners and Management

Transactions with Related Parties

51

i

Section 16(a) Beneficial Ownership Reporting Compliance
52
Principal Accounting Fees and Services
53Page
Audit and Related Fees for Fiscal Years 2013 and 201453
Pre-Approval Policies and Procedures

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

5354
Audit Committee Report
54
Proposals To Be Voted On

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

5556

PRINCIPAL ACCOUNTING FEES AND SERVICES

57

AUDIT COMMITTEE REPORT

58

PROPOSALS TO BE VOTED ON

59

Proposal No. 1:1 – Election of Directors

5559

Proposal No. 2:2 – Advisory Vote to Approve Named Executive Officer Compensation

60

Proposal No. 3 – Ratification of Appointment of Independent Registered Public Accounting Firm

5661
Proposal No. 3: Advisory Vote on Named Executive Officer Compensation57

OTHER INFORMATION

62

Other InformationMatters to be Presented at the Annual Meeting

5862

Security Holder Communication with Board Members

62

ii







COMSCORE, INC.

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS

JULY 21, 2015

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
STOCKHOLDER MEETING

TO BE HELD ON JULY 21, 2015

The proxy statement and annual report to stockholders are available at http://www.astproxyportal.com/ast/25890.
JUNE 10, 2019

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.


QUESTIONS AND ANSWERS ABOUT THE 20152019 ANNUAL MEETING AND PROCEDURAL MATTERS

Q:

Why am I receiving these proxy materials?


A:

The Board of Directors (the “Board”) of comScore, Inc. (the “Company,“company,” “comScore,“Comscore,” “we,” “us” or “our”) has made these proxy materials available to you onover the Internet, or is providing printed proxy materials to you, in connection with the Board’s solicitation of proxies for use at comScore’s 2015Comscore’s 2019 Annual Meeting of Stockholders (the “2015“2019 Annual Meeting”) to be held Tuesday, July 21, 2015,on June 10, 2019, at 11:1510:00 a.m., Eastern Time, and at any adjournment or postponement thereof, for the purpose of considering and acting upon the matters set forth in this proxy statement. These proxy materials are being made available or distributed to you beginning on or about June 11, 2015.May 1, 2019. As a stockholder, you are invited to attend the 20152019 Annual Meeting and are requested to vote on the proposals described in this proxy statement.


Q:

Where is the 20152019 Annual Meeting?


A:

The 20152019 Annual Meeting will be held at the Company's officesCarr Workplaces, located at 11950 Democracy Drive,1818 Library Street, Suite 600,500, Reston, Virginia 20190.


Q:

Can I attend the 20152019 Annual Meeting?


A:

You are invited to attend the 20152019 Annual Meeting if you were a stockholder of record or a beneficial owner as of June 5, 2015April 25, 2019 (the “Record Date”). or if you are a proxy holder for a stockholder of record or beneficial owner as of the Record Date. You should bring photo identification and your Notice of Internet Availability, a statement from your bank, broker or other nominee or other proof of stock ownership as of the Record Date, for entrance to the 20152019 Annual Meeting. The meeting will begin promptly at 11:1510:00 a.m., Eastern Time, and you should leaveallow ample time forcheck-in procedures. We will not be able to accommodate guests who were not stockholders as of the Record Date (or proxy holders for such stockholders) at the 20152019 Annual Meeting.



3


Q:

Who is entitled to vote at the 20152019 Annual Meeting?


A:

You may vote your shares of comScoreComscore common stock (“Common Stock”) if our records show that you owned your shares at the close of business on the Record Date. At the close of business on the Record Date, there were 40, 237,52660,524,596 shares of comScore common stockCommon Stock issued and outstanding and entitled to vote at the 20152019 Annual Meeting. You may cast one vote for each share of common stockCommon Stock held by you as of the Record Date on all matterseach matter presented. As of the Record Date, holders of common stock are eligible to cast an aggregate of 40, 237,526 votes at the 2015 Annual Meeting.


Q:

What is the difference between holding shares as a stockholder of record orand as a beneficial owner?


A:

If your shares are registered directly in your name with comScore’sComscore’s transfer agent, American Stock Transfer & Trust Company, you are considered, with respect to those shares, the “stockholder of record,” and the Notice of Internet Availability has been sent directly to you by comScore.Comscore. As the stockholder of record, you have the right to grant your voting proxy directly to comScoreComscore or to a third party, or to vote in person at the 20152019 Annual Meeting.


If your shares are held by a brokerage account or by a bank 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 broker, trustee or nominee who is considered, with respect to those shares, the stockholder of record. As a beneficial owner, you have the right to direct your broker, trustee or nominee how to vote your shares. Please refer to the voting instruction card provided by your broker, trustee or nominee. You are also invited to attend the 2015Annual Meeting. However, because a beneficial owner is not the stockholder of record, you may not vote these shares in person at the 2015 Annual Meeting unless you obtain a “legal proxy” from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the 2015 Annual Meeting.

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 20152019 Annual Meeting?


A:

Shares held in your name as the stockholder of record may be voted in person at the 20152019 Annual Meeting. Shares held beneficially in street name may be voted in person at the 20152019 Annual Meeting only if you obtain a “legal proxy” from the bank, broker trustee or other nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the 20152019 Annual Meeting, we recommend that you also submit your vote as instructed on the Notice of Internet Availability and below, to ensure that your shares are represented and so that your vote will be counted even if you later decide not to attend the 20152019 Annual Meeting.


If you attend the 2019 Annual Meeting, any votes you cast at the meeting in person will supersede your proxy.

Q:

How can I vote my shares without attending the 20152019 Annual Meeting?


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 20152019 Annual Meeting. If you are a stockholder of record, you may vote by submitting a proxy. If you hold shares beneficially in street name, you may vote by submitting voting instructions to your bank, broker trustee or other nominee. For instructions on how to vote, please refer to the instructions below and those included on the Notice of Internet Availability or, for shares held beneficially in street name, the voting instructions provided to you by your bank, broker trustee or other nominee.


By Internet - Stockholders of record of comScore common stock with Internet access may submit proxies by following the “Internet” instructions on the Notice of Internet Availability until 11:15 am, Eastern Time on July 21, 2015. If you are a beneficial owner of comScore common stock held in street name, please check the voting instructions provided by your broker, trustee or nominee for Internet voting availability.

By mail - Stockholders of record of comScore common stock 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 brokers, trustees or nominees and mailing them in the accompanying pre-addressed envelopes.


4


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 20152019 Annual Meeting?


A:

The presence of the holders of a majority of the shares of Common Stock issued and outstanding and entitled to vote at the 20152019 Annual Meeting is necessary toshall constitute a quorum at the 20152019 Annual Meeting. Such stockholders are counted as present at the meeting if (1) they are present in person at the 20152019 Annual Meeting or (2) they have properly submitted a proxy.
Under the General Corporation Law of the State of Delaware, In addition, cast abstentions and brokernon-votes (which are described below) are counted as present and entitled to vote and are, therefore, included for the purposes of determining whether a quorum is presentpresent. At the close of business on the Record Date, there were 60,524,596 shares of Common Stock issued and outstanding and entitled to vote at the 20152019 Annual Meeting.


A “broker non-vote” occurs whenMeeting; therefore the presence of the holders of at least 30,262,299 shares of Common Stock is required to establish a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner.

quorum.

Q:

What proposals will be voted on at the 20152019 Annual Meeting?


A:

The proposals scheduled to be voted on at the 20152019 Annual Meeting are:

 
(1) 1)

The election of the two Class II directors listedthree nominees named in this proxy statement as Class III directors to serve until the 2018for terms expiring at our 2022 annual meeting of stockholders;

(2) stockholders, to hold office until their respective successors have been duly elected and qualified;

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 ErnstDeloitte & YoungTouche LLP as comScore’sthe Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015; and

(3) The approval on an advisory basis of the compensation awarded to our named executive officers in 2014.


2019.

Q:

What is the voting requirementvote required to approve each of the proposals?

A:ProposalProposal

Vote Required

Broker

Discretionary

Voting

Allowed

Proposal One -No. 1 – Election of two Class II directorsDirectorsPlurality of Votes Castvotes cast by the shares present in person or represented by proxy at the meetingNo
Proposal Two - Ratification of the appointment of independent registered public accounting firmMajority of the Shares Entitled to Vote and Present in Person or Represented by ProxyYes
Proposal No. 2 – Say on Pay Advisory VoteProposal Three - Approval on an advisory basisAffirmative vote of 2014 named executive officer compensationa majority of shares present in person or represented by proxy and entitled to voteMajority of the Shares Entitled to Vote and Present in Person or Represented by ProxyNo
Proposal No. 3 – Ratification of Appointment of Independent Registered Public Accounting FirmAffirmative vote of a majority of shares present in person or represented by proxy and entitled to voteYes

Q:

How are votes counted?


A:

You may vote “FOR” or “WITHHOLD” on each of the nominees for election as director (Proposal One)No. 1). The two nominees for director receiving the highest number of affirmative votes with respect to each class will be elected as directors.


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 proposals to ratifyNominating and Governance Committee’s recommendation no later than 90 days following the appointmentcertification of Ernst & Young LLP as comScore’s independent registered public accounting firm (Proposal Two) and to approve, by non-binding vote, executive compensation (Proposal Three). Abstentions are deemed to be votes cast and have the same effect as a vote against these proposals.


All shares entitled to vote and represented by properly executed proxies received prior tostockholder vote. The company will promptly disclose the 2015 Annual MeetingBoard’s decision (and, not revoked) will be voted atif the 2015 Annual Meeting in accordance withBoard rejects the instructions indicated.

resignation, the Board’s reasons for doing so).


5


Q:

What if I do not specify how my shares are to be voted?


A:
You may vote “FOR” or “WITHHOLD” on each of the nominees for election as director (Proposal One). The two nominees for director receiving the highest number of affirmative votes will be elected as directors. Therefore, abstentions will not affect the outcome of the election.

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 Board of Directors.


If you are a beneficial owner and you do not provide the broker or other nominee that holds your shares with voting instructions, the broker or other nominee will determine if it has the discretionary authority to vote on the particular matter. Under applicable regulations, brokers and other nominees have the discretion to vote on routine matters such as Proposal Two but do not have discretion to vote on Proposal Three. Therefore, if you do not provide voting instructions to your broker or other nominee, your broker or other nominee may only vote your shares on Proposal Two and any other routine matters properly presented for a vote at the 2015 Annual Meeting.

Board.

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:
Brokers

A brokernon-vote with respect to a proposal occurs when shares are held by a bank, broker or other nominees who hold shares of comScore’s common stocknominee for a beneficial owner haveand the discretion to vote on routine proposals when they have not received voting instructions from the beneficial owner at least ten days prior to the 2015 Annual Meeting. A broker non-vote occurs when abank, broker or other nominee does not receive voting instructions from the beneficial owner as to how to vote such shares, and the bank, broker or other nominee does not have the authority to exercise discretion to direct the voting of the shares. Broker non-votes will be counted for purposes of calculating whether a quorum is present at the 2015 Annual Meeting, but 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, a broker non-vote 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 One) or the approval of a majority of the votes present in person or represented by proxy and entitled to vote (Proposal Three).


such proposal.

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 20152019 Annual Meeting?


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 20152019 Annual Meeting, your shares will not be voted at the 20152019 Annual Meeting. If you are a beneficial owner of shares held in street name, it is critical that you provide voting instructions if you want ityour vote to count in the election of directors (Proposal One)No. 1) or the non-bindingSay on Pay advisory vote (Proposal No. 2). As discussed above, banks, brokers and other nominees have the discretion to vote on executive compensation (Proposal Three). In the past, if you held your shares in street name and you didroutine matters, such as Proposal No. 3, but do not indicate how you wanted your shares voted in the election of directors, your bank or broker was allowedhave discretion to vote those shares on your behalf in the election of directorsnon-routine matters, such as they felt appropriate. Under applicable regulations, your bank or broker does not have the ability to vote your uninstructed shares in the election of directors on a discretionary basis or to vote your uninstructed shares in non-binding proposals related to executive compensation.Proposal No. 1 and Proposal No. 2. Thus, if you hold your shares in street name and you do not instruct your bank, broker or brokerother nominee how to vote inon these or othernon-routine matters, no votes will be cast on your behalf. Your bank, broker or brokerother nominee will, however, continue to have discretion to vote any uninstructed shares on the ratification of the appointment of comScore’sComscore’s independent registered public accounting firm (Proposal Two).


and other routine matters.

Q:

How does the Board of Directors recommend that I vote?


A:

The Board of Directors recommends that you vote your shares:

 
1)

“FOR” each of the twoCompany’s nominees for election as Class III directors (Proposal One)No. 1);

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 ErnstDeloitte & YoungTouche LLP as comScore’sComscore’s independent registered public accounting firm for the fiscal year ending December 31, 20152019 (Proposal Two); and

“FOR” the approval, by non-binding vote, of the 2014 compensation of the named executive officers(Proposal Three)No. 3).


Q:

What happens if additional matters are presented at the 20152019 Annual Meeting?


A.

If any other matters are properly presented for consideration at the 20152019 Annual Meeting, including, among other things, consideration of a motion to adjourn the 20152019 Annual Meeting to another time or place (including, without limitation, for the purpose of soliciting additional proxies), the persons named as proxy holders, Magid M. AbrahamGregory Fink and Serge Matta,Ashley Wright (each officers of the Company), or eitherany of them, will have discretion to vote on those matters in accordance with their best judgment. comScoreOther than the matters described in this proxy statement, Comscore does not currently anticipate thatknow of any other matters that will be raised at the 20152019 Annual Meeting.



6


Q:

Can I change my vote?


A:
Subject to any rules your broker, trustee or nominee may have, you may change your proxy instructions at any time before your proxy is voted at the 2015 Annual Meeting.

If you are the stockholder of record, you may change your vote by (1) by granting a new proxy bearing a later date (which automatically revokes the earlier proxy) using any of the voting methods described above (and until the applicable deadline for each voting method), (2) by providing a written notice of revocation to comScore’sComscore’s Corporate Secretary at comScore, Inc., 11950 Democracy Drive, Suite 600, Reston, Virginia 20190 prior to your shares being voted, or (3) by attending the 20152019 Annual Meeting and voting in person. Attendance at the meeting will not cause your previously granted proxy to be revoked unless you specifically so request.


If you are a beneficial owner of shares held in street name, you may change your vote by (1) submitting new voting instructions to your broker, trustee or nominee or (2) if you have obtained a legal proxy from the broker, trustee or nominee that holds your shares giving you the right to vote your shares, by attending the 2015 Annual Meeting and voting in person.

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 20152019 Annual Meeting, but I have already voted or submitted a proxy card covering my shares?


A:
Subject to any rules your broker, trustee or nominee may have, you

You may attend the 20152019 Annual Meeting and vote in person even if you have already voted or submitted a proxy card. Any previous votes that were submitted by you by proxy will be superseded by the vote you cast in person at the 20152019 Annual Meeting. Please be aware that attendance at the 20152019 Annual Meeting will not, by itself, revoke a proxy.


If a broker, trustee or nominee beneficially holds your shares in street name and you wish to attend the 2015 Annual Meeting and vote in person, you must obtain a legal proxy from the broker, trustee or nominee that holds your shares giving you the right to vote the shares.

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 comScoreComscore proxy card or voting instruction card that you receive to ensure that all your shares are voted.


Q:

Who will count the votes?


A:
comScore’s

Comscore’s Board of Directors has designated representatives of Wilson Sonsini GoodrichAmerican Stock Transfer & Rosati,Trust Company, LLC, the Company’s outside counsel,transfer agent, to serve as inspector of election.


Q:

Where can I find the voting results of the 20152019 Annual Meeting?


A:

We intend to announce preliminary voting results at the 20152019 Annual Meeting and will publish final voting results in oura Current Report on Form8-K, which will be filed with the SEC within four (4) business days following the 20152019 Annual Meeting.


Q:

Who will bear the cost of soliciting votes for the 20152019 Annual Meeting?


A:
comScore

Comscore will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes. We mayThe Company has engaged Innisfree M&A Incorporated (“Innisfree”) to aid in the solicitation of proxies. The Company will pay Innisfree a fee of up to $20,000 as compensation for its services and will reimburse brokerage firms, custodians, nominees, fiduciaries and other persons representing beneficial ownersInnisfree for theirits reasonable expenses in forwarding solicitation material to such beneficial owners.out-of-pocket expenses. Our directors, officers and employees may also solicit proxies in person or by other means of communication. Such directors, officers and employees will not be additionally compensated but may be reimbursed for reasonableout-of-pocket expenses in connection with such solicitation.

If you choose to access the proxy materials and/or vote over the Internet, you are responsible for Internet access charges you may incur.


7


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 year'syear’s annual meeting of stockholders or to nominate individuals to serve as directors?


A:

You may submit proposals, including recommendations of director candidates, for consideration at future stockholder meetings.


comScore’s Comscore’s bylaws provide for advance notice procedures to recommend a person for nomination as a director or to propose business to be considered by stockholders at a meeting. For the 20162020 annual meeting of stockholders, such nominations or proposals, other than those made by or at the direction of the Board, of Directors, must be submitted in writing and received by our Corporate Secretary at our principal executive offices 11950 Democracy Drive, Suite 600, Reston, Virginia 20190 no later than March 13, 2016,February 1, 2020, which is 90 days prior to the anniversary of the expected first mailing date of notice of availability of this proxy statement, and no earlier 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. If our 20162020 annual meeting of stockholders is moved more than 30 days before or after the anniversary date of our 20152019 Annual Meeting, then the deadline for such nominations or proposals to be received by our Corporate Secretary is the close of business on the tenth day following the day notice of the date of the meeting was mailed or first made public, whichever occurs first. Such proposals also must comply with all the information requirements contained in the bylaws and applicable requirements of the rules and regulations of the SEC. The chairperson of the stockholder meeting may refuse to acknowledge the introduction of youra proposal if it is not made in compliance with the foregoing procedures or the applicable provisions of our bylaws. If a stockholder who has notified comScoreComscore of his or her intention to present a proposal at an annual meeting does not appear to present his or her proposal at such meeting, comScoreComscore need not present the proposal for vote at such meeting.

In addition, for a stockholder proposal to be considered for inclusion in our proxy statement for the 2016 annual meeting of stockholders, the proposal must be submitted in writing and received by our Corporate Secretary at our offices at 11950 Democracy Drive, Suite 600, Reston, Virginia 20190 no later than February 12, 2016, 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 included in comScore’s proxy materials, should be sent to comScore’s Corporate Secretary at our principal executive offices.

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 maymight not receive a separate copy of the Notice of Internet Availability.Availability, a practice known as “householding.” Stockholders may request to receive separate or additional copies of the Notice of Internet Availability by writing to comScore, Inc., 11950 Democracy Drive, Suite 600, Reston, Virginia 20190, Attention: Investor Relations.Corporate Secretary. Stockholders who share an address and receive multiple copies of the Notice of Internet Availability can also request to receive a single copy by following the instructions above.


Q:

How may I obtain comScore’s 2014Comscore’s 2018 Form10-K and other financial information?


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 2014 Form 201810-K and other financial information on the Investor Relations section of our website at www.comscore.com through the "Investor Relations" link on the "About Us" webpage or on the Securities and Exchange Commission'sSEC’s website at www.sec.gov. Alternatively, current and prospective investors may request a free copy of our 2014 Form 201810-K from: by writing to comScore, Inc., 11950 Democracy Drive, Suite 600, Reston, Virginia 20190, Attention: Investor Relations.Corporate Secretary. We also will furnish

any exhibit to the 2014 Form 201810-K if specifically requested upon payment of charges that approximate our cost of reproduction.


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.





8



DIRECTORS, DIRECTOR NOMINEES, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors, Director Nominees and Executive Officers

The following 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:

30, 2019.

Name

Age

    Age    

Position

Executive Officers and Executive DirectorsDirector

  
Serge Matta

Dale Fuller

40President,60

Interim Chief Executive Officer and Class III Director

Magid M. Abraham, Ph.D.

Kathy Bachmann

47

Chief Operating Officer

Carol DiBattiste

67

General Counsel & Chief Compliance, Privacy and People Officer

Gregory Fink

52

Chief Financial Officer and Treasurer

Joseph Rostock

56Executive

Chief Information and Technology Officer

Christopher Wilson

52

Chief Commercial Officer

Non-Executive Directors

Brent Rosenthal(1)(3)

47

Chairman of the Board of Directors and Class II Director

William Livek

64

Vice Chairman and Class II Director

Joanne Bradford(2)(3)

55

Class III Director

Irwin Gotlieb

69

Class II Director

Jacques Kerrest(1)(3)

72

Class I Director

Gian M. Fulgoni

Kathleen Love(1)(2)

67Chairman Emeritus and 66

Class I Director

Robert Norman(1)(2)

59

Class III Director

Melvin Wesley III43Chief Financial Officer
Cameron Meierhoefer43Chief Operating Officer
Christiana L. Lin45Executive Vice President, General Counsel and Chief Privacy Officer
Michael A. Brown45Chief Technology Officer

Paul Reilly(2)(3)

  
Non-Employee Directors62 
Russell Fradin(1)(2)38

Class I Director

William J. Henderson(1)(2)(3)67Class II Director
William Katz(1)(2)60Class I Director
Ronald J. Korn(3)75Class II Director
Joan 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

Serge MattaDirector

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.

Magid M. Abraham, Ph.D., one of our co-founders,Fuller has served as Executive Chairman of our Board of Directors since March 1, 2014. Dr. Abraham previously served as our President and Chief Executive Officer from 1999 to March 2014 and has been a member of our Board of Directors since 1999. In 1995, Dr. Abraham founded Paragren Technologies, Inc., which specialized in delivering large scale Customer Relationship Marketing systems for strategic and target marketing, and served as its Chief Executive Officer from 1995 to 1999. Prior to founding Paragren, Dr. Abraham was employed by Information Resources, Inc. from 1985 until 1995, where he was President and Chief Operating Officer from 1993 to 1994 and later Vice Chairman of the Board of Directors from 1994 until 1995. Dr. Abraham received a Ph.D. in Operations Research and an M.B.A. from MIT. He also holds an Engineering degree from the École Polytechnique in France. Dr. Abraham’s strategic and product vision, long history as a co-founder and member of our Board of Directors, and extensive knowledge of our industry qualify him to serve as a member of our Board of Directors.
Gian M. Fulgoni, one of our co-founders, has served as our Chairman Emeritus since March 2014. Mr. Fulgoni previously served as Executive Chairman of our Board of Directors from 1999 to March 2014 and has been a member of our Board of Directors since 1999. Prior to co-founding comScore, Mr. Fulgoni was employed by Information Resources, Inc., where he served as President from 1981 to 1989, Chief Executive Officer from 1986 to 1998 and Chairman of the board of directors from 1991 until 1995. Mr. Fulgoni hasof MobiSocial, Inc., a Stanford-based technology startup, since January 2013 and as a director of Symantec Corp., a cyber security company, since September 2018. He previously served on the board of directors of PetMed Express,Quantum Corporation, a data storage and systems manufacturer, from 2014 to 2016; as Chairman of the Supervisory Board of AVG Technologies N.V., an Internet security and privacy software company, from 2009 to 2016; and as President and Chief Executive Officer of MokaFive, a venture-backed software company, from 2008 to 2013. Additionally, Mr. Fuller served as Interim President and CEO at McAfee from October 2006 through March 2007. Prior to that, he was President and CEO at Borland Software Corporation from 1999 to 2005 and also previously served as President and CEO of WhoWhere? Corporation, which was later acquired by Lycos, Inc. He also previously held various senior executive positions at Apple Computer, NEC, Motorola and Texas Instruments. Mr. Fuller holds an honorary doctorate from St. Petersburg State University. Mr. Fuller brings to our Board experience in the technology industry as both an executive officer and a director of private and publicly traded technology companies.

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


9


2002 post-secondary educational institutions, from March 2013 through March 2016. She also served as Executive Vice President, General Counsel and Chief Administrative Officer of Geeknet, Inc., an online retailer, from April 2011 through March 2013. Among other distinguished government positions, Ms. DiBattiste served as Deputy Administrator of the U.S. Transportation Security Administration from 2003 to 2005, as Under Secretary of the U.S. Air Force from 1999 to 2001, as Deputy U.S. Attorney (Southern District of Florida) from 1998 to 1999, and as Director, Executive Office for U.S. Attorneys from 1994 to 1998. Ms. DiBattiste holds an L.L.M., Law from the Columbia University School of Law, a J.D. from Temple University School of Law, and a B.A., Sociology-Criminal Justice from LaSalle University.

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.

Melvin Wesley III information industries.

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.

Cameron Meierhoefer has served asaudience measurement expertise to our Chief Operating Officer since March 2012. Previously, he held various senior positions at comScore. Most recently he served as Executive Vice President of Custom Analytics from January 2009 to March 2012 and as Senior Vice President of Custom Analytics from January 2006 to January 2009. Prior to joining comScore in 2001, he helped build PC Data Online, a division of the market research firm PC Data Inc. Mr. Meierhoefer holds a B.S. from Columbia University and a M.S. from the Georgia Institute of Technology.
Christiana L. Lin has served as our Executive Vice President, General Counsel and Chief Privacy Officer since August 2009. Previously, she served as our General Counsel and Chief Privacy Officer from January 2006 until August 2009, our Corporate Counsel and Chief Privacy Officer from March 2003 until January 2006, and our Deputy General Counsel from February 2001 until March 2003. Prior to comScore, Ms. Lin held positions in a boutique telecommunications law firm and within the government, including the Department of Defense as well as the White House. Ms. Lin holds a J.D. from the Georgetown University Law Center and a B.A. in Political Science from Yale University.
Michael A. Brown has served as our Chief Technology Officer since February 2011. Previously, Mr. Brown served as Chief Scientist from May 2010 until January 2011 and Executive Vice President within the technology team from November 2007 until May 2010. Prior to joining comScore in 1999, Mr. Brown worked as a consultant for several software engineering and development consulting companies. In 1993, he co-founded Pragmatic Image Technologies, a software consulting group. Mr. Brown holds an M.S. in Computer and Information Science from Hood College, and a B.S. in Computer Science from the University of Maryland University College.
Non-Employee Directors
Russell FradinBoard.

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.

William J. Henderson marketing teams. Ms. Bradford was recommended to Comscore by a non-management director.

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.


10


William Katz is the first media agency executive inducted into both the American Advertising Federation Hall of Fame and the Broadcasting & Cable Hall of Fame.

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.

Ronald J. Korn Board.

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.

Joan M. LewisBoard.

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.


Board.

Board Structure

and Leadership

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.

While the Board Leadership Structure. Our Board of Directors does not currently have a formal policy on whether or not the role of the Chief Executive Officer and Chairman of the Board should be separate, or,since 2016 the Board has elected its Chairman from among the independent directors. Moreover, our Corporate Governance Guidelines provide that if it is to be separate, whether the Chairman should be selected from the non-employee directors or be an employee. Currently, we operate with Mr. Matta serving as a director and our President andpositions of Chief Executive Officer and Dr. Abraham serving as our Executive Chairman. We believe thatChairman are ever combined, or if the separationChairman is not an independent director, the independent members of the Chairman and Chief Executive Officer positions suit the talents, expertise and experience that each of Messrs. Abraham and Matta bring to the Company.  Dr. Abraham’s strategic and product vision, long history as a co-founder and member of our Board of Directors, and extensive knowledge of our industry make him well situatedwill select an independent director to serve as our Executive Chairman.  Mr. Matta’s long history with the Company and ability to lead and execute strategy and business plans make him well suited to serve as President and Chief Executive Officer.
In October 2014, our Board of Directors created the role of Lead Independent Director and elected Director.

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.

business.

Standing Committees of the Board of 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


11


activitiesAudit Committee’s responsibilities include appointing and actions tooverseeing the full Board of Directors. Each committee of our Board of Directors has a written charter approved by our Board of Directors.
Audit Committee. The audit committee of our Board of Directors (our "Audit Committee") recommends the appointmentwork of our independent registered public accountant, reviewsauditors, reviewing the adequacy and effectiveness of our system of internal accounting procedurescontrols, reviewing and discussing with management and the independent auditors the company’s annual audited financial statements and consults withquarterly unaudited financial statements, and reviewsoverseeing the services provided by our independent registered public accountant, includingcompany’s legal and regulatory compliance programs. Among other things, the results and scope of their audit. Our Audit Committee met 12 times (including telephonic meetings) during 2014.
Our Audit Committee is currently comprisedcharged with setting the overall corporate tone for quality financial reporting, sound business risk practices and ethical behavior.

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.

Our Audit Committee operates under amet 14 times (including telephonic meetings, but not including actions by written charter adopted by our Boardconsent) during 2018. The Audit Committee is currently composed of Directors, a copy of which is available under the “Investor Relations” section of our website, http://www.comscore.com.
Paul Reilly (Chair), Joanne Bradford, Jacques Kerrest and Brent Rosenthal.

Compensation Committee. Committee.The compensation committee of our Board of Directors (our "Compensation Committee") reviewsCompensation Committee’s responsibilities include reviewing and approvesapproving and/or recommendsrecommending to our Board of Directors the compensation and benefits forof our executive officers administersandnon-employee directors, administering our stockincentive compensation and equity compensation plans, and establishesreviewing and reviews generalmaking recommendations to the Board regarding compensation-related policies relating to compensation and benefits for our employees. Ourprocedures. The Compensation Committee met 11 times (including telephonic meetings) during 2014.

Ourmay form and delegate authority to subcommittees when appropriate, including in connection with the allocation of equity awards (subject to conditions and limitations established by the Compensation Committee is currently comprised of William J. Henderson (chair), William Katz and Russell Fradin, each of whom is independent within the meaning of applicable NASDAQ rules.Committee). We believe that the composition and functioning of our Compensation Committee complies with all applicable requirements of the Sarbanes-Oxley Act of 2002 The NASDAQ Global Market,and Nasdaq and SEC rules and regulations. Our Compensation Committee may form and delegate authority to subcommittees when appropriate.
Ourmet 17 times (including telephonic meetings, but not including actions by written consent) during 2018. The Compensation Committee operates under a written charter adopted by our Boardis currently composed of Directors, a current copy of which is available under the “Investor Relations” section of our website, http://www.comscore.com.
Kathleen Love (Chair), Joanne Bradford, Robert Norman and Paul Reilly.

Nominating and Governance Committee. The nominating and governance committee of our Board of Directors (our "Nominating and Governance Committee") is responsible for, among other things, reviewing the appropriate size, function and needs of the board of directors; establishing criteria for evaluating and selecting new members of our Board of Directors, subject to Board of Directors approval thereof; identifying and recommending to our Board of Directors for approval individuals qualified to become members of the Board of Directors; and monitoring and making recommendations to the Board of Directors on matters relating to corporate governance.Committee. The Nominating and Governance Committee met 4 times (including telephonic meetings) during 2014.

Our NominatingCommittee’s responsibilities include evaluating the composition and Governance Committee currently consistssize of William Katz (chair), William Hendersonour Board, identifying and Russell Fradin.recommending candidates for Board membership, overseeing annual Board and committee evaluations, recommending to the Board a management succession plan, and reviewing and overseeing our corporate governance policies and procedures. We believe that the composition and functioning of our Nominating and Governance Committee complies with all applicable requirements of the Sarbanes-Oxley Act of 2002 The NASDAQ Global Marketand Nasdaq and SEC rules and regulations.
Our Nominating and Governance Committee operates under amet seven times (including telephonic meetings, but not including actions by written charter adopted by our Boardconsent) during 2018. The Nominating and Governance Committee is currently composed of Directors, a current copy of which is available under the “Investor Relations” section of our website, http://www.comscore.com.
Jacques Kerrest (Chair), Kathleen Love, Robert Norman and Brent Rosenthal.

Risk Management

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.


12



Board of Directors and Committee Meeting Attendance

Our Board 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.

The independent andnon-management members of theour Board of Directors regularly meet in executive session without management present.

Annual Meeting Attendance

We encourage, but do not require, our directors

Directors are expected to attend our annual meeting of stockholders. Threestockholders absent extraordinary circumstances. All eight of our continuing directors attended our 20142018 annual meeting of stockholders.

Wesley Nichols, who did not stand for reelection at our 2018 annual meeting of stockholders, did not attend the 2018 annual meeting.

Director Nomination Process and Qualifications

Our Nominating and Governance Committee identifies director nominees by first 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.

Within this framework, the Nominating and Governance Committee evaluates the current members of our Board 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.

nominees.

The Nominating and Governance Committee 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).

While our Nominating and Governance Committee has not established specific minimum qualifications for director candidates, our committee evaluates individual director candidates based upon a number of criteria, including:
a high degree of personal and professional integrity;
commitment to promoting the long term interests of our stockholders;
broad general business experience and acumen, which may include experience in management, finance, marketing and accounting, with particular emphasis on technology companies;
adequate time to devote attention to the affairs of our company;
an ability to bring balance to our Board of Directors in light of our company’s current and anticipated needs and in light of the skills and attributes of the other board members; and

13



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.

Director and Director Nominee Independence
Our

The Board 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 member


14


of the Audit Committee, Compensation Committee and Nominating and Governance Committee during 2018 was, and currentlyeach 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.
current and prior employment relationships, and compensation for service in Board leadership roles.

Compensation Committee Interlocks and Insider Participation


William J. Henderson, William Katz

Independent directors Michelle McKenna, Wesley Nichols, Robert Norman, Paul Reilly, Susan Riley and Jarl 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.


officers serving on our Board or Compensation Committee during 2018.

Code of Business Conduct and Ethics


We have

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 controller.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.

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.


Corporate Governance Guidelines


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.

Director Resignation Policy

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).

Stock Ownership Guidelines for Non-Employee Directors

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.

Clawback Policy

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.


15



DIRECTOR COMPENSATION
Director CompensationPolitical Activity Policy
Retainers and Meeting Fees. During 2014, our non-employee directors were eligible to receive an annual cash retainer based on their general service on our

Our Board of 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.his or her personal political contributions.

DIRECTOR COMPENSATION

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.

Additional$120,000.

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
CommitteeChairpersonMember
Audit$18,000
$10,000
Compensation10,000
5,000
Nominating and Governance7,500
3,000
Ina company-wide focus on cost reduction.

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.

Equity-Based Compensation. Non-employee directors are alsowere eligible to receive stock awards and option grants under our 2007 Equity Incentive Plan. Our non-employee directors are eligible to receive an annuala number of restricted stock unit award having an approximate valueunits equal to $250,000 divided by the closing market price of $125,000 atour Common Stock on the timedate of grant.
Each annualgrant, with prorated awards for directors who joined the Board during the term. These restricted stock unit award vestsunits will vest in full on the earliest of (i) June 30, 2019, (ii) the date of our 2019 Annual Meeting, and (iii) the date of a change in control of the company, subject to continued service on the Board through the applicable vesting date. Vested units will be deferred and delivered in shares of Common Stock upon the earlier of (i)a director’s separation from service or a change in control of the company.

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.

ExpensesAudit Committee. In connection with her resignation, the company and Ms. Riley entered into a consulting agreement pursuant to which Ms. Riley served as a consultant to the company from April 1, 2018 until December 31, 2018. Ms. Riley was paid a consulting fee of $33,500 per month during the consulting period. Ms. Riley also received 8,320 shares of Common Stock for her service during the 2017-2018 term, consistent with the equity awards for such term described under “Equity Compensation” above.

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 2014 Director Compensation table.


16


2014 Director Compensation
The following table sets forth certain information concerning cash and non-cash compensation earned by our non-employee directors in 2014. None of the non-employee directors received option awards or other compensation in 2014.below.


Name
Fees Earned or Paid in Cash ($)(1)
Stock Awards ($)(2)(3)
Total ($)
Russell Fradin15,833125,018140,851
Jeffrey Ganek(4)
40,000125,018165,018
William J. Henderson55,000125,018180,018
William Katz42,500125,018167,518
Ronald J. Korn48,000125,018173,018
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)Effective October 2014, our Board of Directors amended our director compensation policy to include an annual cash retainer payable to the lead independent director. The amounts reported

Amounts reflected in this table reflect that amendment

(2)Representscolumn represent the aggregate grant date fair value of $37.23 per sharestock awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation (“FASB ASC Topic 718 of the stock awards granted to the non-employees in 2014. The assumptions718”). Assumptions used in the calculation of these award amounts are includeddescribed in Note 1112 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014. Each non-employee director elected at2018. As discussed above, amounts in this column include grants covering multiple Board terms due to our inability to issue awards to directors in prior years. Amounts for each term were as follows:

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 2014 annual meetingBoard on April 23, 2018.

(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 stockholders received a retainer consisting of a restricted stock unit award valued at approximately $125,018, equal to 3,358 shares of the Company's common stock valued at $37.23 per share$4,000,034 computed in accordance with FASB ASC Topic 718.

(3)At718, awarded June 5, 2018. This grant was contingent upon Dr. Fulgoni’s service as a special advisor and was not related to his service on our Board. As of December 31, 2014,2018, Dr. Fulgoni did not hold any outstanding awards with respect to our Common Stock.

(4)

Mr. Fuller joined the aggregate numberBoard on March 26, 2018.

(5)

Represents (a) a prorated Common Stock grant for the 2017-2018 term with a grant date fair value of shares$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 the Company's common stock subject to stock options exercisable and outstanding for our non-employee directors was 4,000, and the aggregate number$250,011 computed in accordance with FASB ASC Topic 718, awarded July 2, 2018. As of shares of the Company's common stock covered byDecember 31, 2018, Mr. Fuller held unvested restricted stock units was 16,790.with respect to 11,390 shares of our Common Stock.

(4)    Mr. Ganek resigned from our Board of Directors effective January 15, 2015.
(5)    Mr. Mohn did not stand for reelection to our Board of Directors at the end of his term in July 2014.


The number of shares of our common stock and the grant date fair value of each stock award reported in the “Stock Awards” column above are as follows:

NameAward TypeGrant DateNumber of SharesGrant Date Fair Value ($)
Russell FradinRestricted Stock UnitsJuly 22, 20143,358125,018
Jeffrey Ganek(1)   
Restricted Stock UnitsJuly 22, 20143,358125,018
William J. HendersonRestricted Stock UnitsJuly 22, 20143,358125,018
William KatzRestricted Stock UnitsJuly 22, 20143,358125,018
Ronald J. KornRestricted Stock UnitsJuly 22, 20143,358125,018
Jarl Mohn(2)  
Restricted Stock UnitsJuly 22, 20143,358125,018

(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.

(1)(7)

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. Ganek resigned fromNichols left the Board on May 30, 2018.

(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 of Directors effective January 15, 2015.on March 25, 2018.

(14)
(2)Mr. Mohn

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 stand for reelectionhold any outstanding awards with respect to our BoardCommon Stock.

(15)

Represents consulting fees of Directors at$33,500 per month during the endperiod from April 1, 2018 until December 31, 2018.

(16)

Represents (a) a Common Stock grant for the 2016-2017 term with a grant date fair value of his$125,003 computed in accordance with FASB ASC Topic 718, awarded June 5, 2018, (b) 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 (c) 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 2014.2, 2018. As of December 31, 2018, Mr. Rosenthal held unvested restricted stock units with respect to 11,390 shares of our Common Stock and exercisable options with respect to 86,974 shares of our Common Stock.




17



EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

The following Compensation Discussion and Analysis

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.

Named Executive Officers

Our named executive officers for the year ended December 31, 20142018 were:

Serge Matta, President and

Bryan Wiener, our former Chief Executive Officer (our “Chief Executive Officer”)(effective May 30, 2018 until March 31, 2019);

Magid Abraham, Executive Chairman

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;

Gian M. Fulgoni, Chairman Emeritusemployees (including our executive officers) in 2016, and Director;
Melvin Wesley III, Chief Financial Officer (our "CFO");
Cameron Meierhoefer, Chief Operating Officer;
Christiana Lin, Executive Vice President, General Counselour equity incentive plan expired in 2017. We also restricted our directors and Chief Privacy Officer; and
Kenneth J. Tarpey, former Chief Financial Officer (retired August 28, 2014).
Overview
Key 2014 Business Highlights
In 2014,employees (including our executive officers) from trading in our Common Stock during the delay. Our Common Stock was subsequently delisted from Nasdaq.

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 market capitalization grew by 60% in spite of a 2% decrease in our shares outstanding; and

▪
Our share price increased by 62% from $28.61per share at December 31, 2013 to $46.43 per share at December 31, 2014.

Additionally, among our accomplishments for 2014, we:

Significantly expanded our global footprint for our flagship suite of audience measurement products, Media Metrix (or MMX). MMX Multi-Platform, which measures desktop computers, smartphones and tablets, is now available in 10 markets and MMX Mobile is offered in 21 countries across the globe;

Launched vCE 2.0, an updated version of our flagship advertising service which provides data that is faster, more granular, and which incorporates multiple data inputs to achieve significantly higher accuracy, was made available in the United States, United Kingdom, Italy, and Canada; and

Acquired mDot Labs, integrating the employees2015, as well as their unique fraud-fighting technology intoQuarterly Reports on Form10-Q for the quarters ended March 31, June 30 and September 30, 2017 (the “2017 Reports”). We have been current in our CompanySEC reporting requirements since filing the 2017 Reports. On May 30, 2018, our application for relisting on Nasdaq was approved, and our product line.

Strategic partnerships have beenstockholders approved a keynew equity incentive plan on the same date.

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:


▪In early 2014, we entered into strategic agreements with Google and Yahoo to integrate our real-time advertising offering into their advertising management platforms, which is critical to; and

▪In late 2014, we entered into significant partnerships with Pandora to ingest demographic information about mobile consumers to improve our products and with Datalogix to incorporate their consumer segmentation data into our advertising product suite.

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Key 2014 Compensation Actions
Chief Executive Officer Transition. As announced on February 11, 2014, Dr, Abraham transitioned from serviceBryan Wiener as our Chief Executive Officer, to assume a new role as Executive Chairmaneffective May 30, 2018. Upon the effective date of our Board of Directors effective March 1, 2014. Mr. Matta,Wiener’s appointment, our President was appointedand Executive Vice Chairman William Livek stepped down as President and assumed the role of Vice Chairman and special advisor to the position ofCEO. Prior to stepping down as President, and Chief Executive Officer. In connection with this transition,Mr. Livek had acted as our Compensation Committee, in consultation with Compensia, approved the following compensation actions:
Mr. Matta:
Increased his annual base salary from $415,000 to $475,000;
Increased his annual incentive target opportunity to $700,000;
Increased his target performance-based long-term incentive opportunity to $700,000;
Increased his annual time-based long-term incentive opportunity to $700,000; and
Granted him a one-time "promotion" equity award in the form of a restricted stock unit award for 44,459 shares of our common stock as follows:
◦One-half of the award, or 22,230 shares, would be earned based on our actual achievement as compared against company-level performance objectives established for 2014, and
◦One-half of the award, or 22,229 shares, to vest in three equal annual installments in February 2015, 2016, and 2017, all subject to his continued service on each respective vesting date.
Dr. Abraham:
At his request, reduced his annual base salary from $500,000 to $250,000, to be paid in the form of restricted shares of our common stock in lieu of cash;
Agreed that the restricted stock unit award for 96,666 shares of our common stock originally granted to him in 2012, while he was serving as Chief Executive Officer, and which was to be subject to the achievement of company-level performance objectives established in 2014, would remain in force, with the performance objectives realigned to focus on Dr. Abraham's responsibilities in connection with the Chief Executive Officer transition, and as Executive Chairman;
Agreed that the restricted stock unit award for 96,666 shares of our common stock originally granted to him in 2012, while he was serving as Chief Executive Officer, and which was to reward the overachievement of the 2014 performance objectives, would be reduced by 50% to a restricted stock unit award for 48,333 shares of our common stock, with the performance objectives realigned to focus on Dr. Abraham's responsibilities in connection with the Chief Executive Officer transition, and as Executive Chairman; and
Agreed that the restricted stock award for 70,000 shares of our common stock, originally granted to him in 2012, while he was serving as Chief Executive Officer, for retention purposes would be allowed to continue vesting in accordance with its original terms, subject to Dr. Abraham's continued service through March 2015.
Chief Financial Officer Transition. principal executive officer.

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:

A base salary of $320,000;
A target annual incentive opportunity of $240,000, based on achievement of 2014 performance objectives;
A target performance-based long-term incentive opportunity of $450,000, based on achievement of 2014 performance objectives, but with any shares earned subject to a three-year time-based vesting requirement; and

19


Eligibility for a time-based long-term incentive in the amount of $300,000 subject to a three-year vesting requirement.
In addition, our Compensation Committee also granted Mr. Wesley a one-time "new-hire" equity awardwas reconstituted in April 2018. Effective April 19, 2018 through December 31, 2018, the form of a restricted stock unit award for 10,000 shares of our common stock, to vest in three equal annual installments in August 2015, 2016 and 2017.
Special Market-Based Equity Awards for Executive Officers. On November 7, 2014, our Compensation Committee granted a special market-based performance equity award to our Chief Executive Officer as well as our other named executive officers. These awards, as further discussed below, were comprisedwas composed of a mix of stock options as well as restricted stock units.Paul Reilly (Chair), Michelle McKenna, Robert Norman and Brent Rosenthal. The number of shares of our common stock subject to the restricted stock units and options granted was calculated based on a percentage of the aggregate market capitalization increase that our Compensation Committee sought to achieve through the awards. The awards were designed to motivate our Chief Executive Officeris currently composed of Kathleen Love (Chair), Joanne Bradford, Robert Norman and management to drive sustained enterprise value toward a significantly higher market capitalization through 2017.
To achieve this objective, both the restricted stock units and the option awards were to vest (in the case of the options, to become exercisable) only upon the achievement of pre-established stock-price targets ranging from $48.00 to $60.00 per share. Based on a careful analysis of our Company's historic stock price performance, our Compensation Committee believed that to attain these stock-price targets to be challenging and attainable only by performance far in excess of our previous annual sales levels. Instead, our Compensation Committee believed that, to achieve these stock-price targets, it would be necessary for us to continue to expand our business relationships with existing and new strategic customers and to enter into strategic alliances with one or more third parties. For example, the lowest stock-price target of $48.00 per share represented a 25% increase in the market value of our common stock as measured by the 30-day average trading price of our common stock as of the date of the award bearing in mind that the trading price of our common stock already had increased 161% over the preceding 12 months. This market-based program would require a minimum market capitalization growth of $322 million (or 25% growth) to achieve the initial stock-price target, and additional targets of up to a maximum market capitalization growth of $721 million (or approximately 50% growth), assuming basic shares outstanding remained constant.
Chief Executive Officer Compensation
In 2014, our newly-appointed Chief Executive Officer's compensation was primarily performance-focused. Approximately 54% of Mr. Matta’s target total direct compensation (excluding his promotion and market-based awards) was variable in nature and "at risk." In addition, the performance-based components of his total direct compensation opportunity provided for an above-target payment in the event of strong overachievement.

20



2014 Stockholder Advisory Vote on Executive Compensation
We conducted a stockholder advisory (non-binding) vote on the compensation of our named executive officers (a so-called “say-on-pay” vote) for the year ended December 31, 2013 at our 2014 Annual Meeting of Stockholders pursuant to rules promulgated under Section 14A of the Securities Exchange Act of 1934. Paul Reilly.

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.

Our Compensation Committee carefully evaluated the results of this advisory vote and the feedback we received from several of our major stockholders in connection with its general evaluation of our executive compensation programs. Taking into account the results of the say-on-pay vote, along with other factors such as our corporate business objectives and our Compensation Committee’s review of competitive market data (as discussed in more detail below), our Compensation Committee did not make changes to our executive compensation program and policies as a result of the 2014 “say-on-pay” vote.

Executive Compensation Policies and Practices

We endeavor to maintain sound executive compensation policies and practices, including compensation-related corporate governance standards, consistent with our executive compensation philosophy. During 2014, the following executive compensation policies and practices were in place, including both policies and practices we have implemented to drive performance and policies and practices that either prohibit or minimize behaviors that we do not believe serve our stockholders’ long-term interests:


21


What We Do

▪
Compensation Committee Independence - Our Board of Directors maintains a compensation committee comprised solely of independent directors who have established effective means for communicating with our stockholders regarding their executive compensation ideas and concerns.

▪
Compensation Committee Advisor Independence - Our Compensation Committee engages and retains its own advisors. During 2014, the Compensation Committee engaged Compensia, Inc. to assist with its responsibilities. Compensia performs no consulting or other services for the Company.

▪
Annual Compensation Review - Our Compensation Committee conducts an annual review of our executive compensation philosophy and strategy, including a review of the compensation peer group used for comparative purposes.

▪
Compensation-Related Risk Assessment - As part of the annual review of our executive compensation philosophy and strategy, we also evaluate our compensation programs, policies, and practices to ensure that they reflect an appropriate level of risk-taking but do not encourage our employees to take excessive or unnecessary risks that could have a material adverse impact on the Company.

▪
Emphasize Performance-based Incentive Compensation - Our Compensation Committee designs our executive compensation program to use performance-based short-term and long-term incentive compensation awards to align of the long-term interests of our executive officers with the interests of our stockholders.

▪
Emphasize Long-Term Equity Compensation - Our Compensation Committee uses equity awards to deliver long-term incentive compensation opportunities to our executive officers, including our named executive officers. These equity awards vest or may be earned over multi-year periods, which better serves our long-term value creation goals and retention objectives.

▪
Limited Executive Perquisites - We provide only modest amounts of perquisites or other personal benefits to our named executive officers which serve a sound business purpose. In addition, our named executive officers participate in our health and welfare benefit programs on the same basis as all of our employees.

▪
“Double-Trigger” Change in Control Arrangements - The post-employment compensation arrangements for certain of our named executive officers, including our Chief Executive Officer, our Chief Financial Officer, our Chief Operating Officer and General Counsel, are based on a “double-trigger” arrangement that provides for the receipt of payments and benefits only in the event of (i) a change in control of the Company and (ii) a qualifying termination of employment

▪
Reasonable Change-in-Control Arrangements - The post-employment compensation arrangements for certain of our executive officers, including our named executive officers, provide for amounts and multiples that are within reasonable market norms.

▪
Prohibition on Hedging and Pledging - Our executive officers, including our named executive officers, and the members of our Board of Directors are prohibited from engaging in hedging transactions with respect to our equity securities. Our executive officers, including our named executive officers, are also prohibited from pledging shares of our common stock.

▪
Succession Planning - Our Board of Directors reviews the risks associated with our key executive positions with our Chief Executive Officer on a periodic basis so that we identify and prepare for an adequate succession strategy and plans are in place for our most critical positions.

What We Do Not Do

▪
Retirement Programs - Other than our Section 401(k) plan generally available to all employees, we do not offer defined benefit or contribution retirement plans or arrangements or nonqualified deferred compensation plans or arrangements for our executive officers, including our named executive officers.


22


▪
No Tax “Gross-Ups” or Payments - We do not provide any “gross-ups” or tax payments in connection with any compensation element or any excise tax “gross-up” or tax reimbursement in connection with any change in control payments or benefits.

▪
No Dividends - We do not pay dividends or dividend equivalents on unvested or unearned restricted stock units and performance-based restricted stock unit awards.

▪
No Stock Option Repricing - We do not reprice options to purchase shares of our common stock without stockholder approval.
Our Philosophy

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.

In determining the compensation arrangements of

During 2018, our named executive officers, we areCompensation Committee was guided by the following key principles:

Align Stockholder Interestsgoals and Promote Achievement of Strategic Objectives. Not onlyprinciples in establishing compensation arrangements for our executive officers:

•

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.

Promote Achievement of Financial Goals. Compensation should be dependent on the achievement of our financial goals and increasing the value of our common stock. We seek to establish financial targets that are aligned with the financial targets that we provide to our investors and stockholders in the beginning of the year.
Reward Superior Performance. We believe that while total compensation for an executive should be both competitive and tied to achievement of financial goals and strategic objectives, performance that exceeds targets should be appropriately awarded.
Attract and Retain Top Talent. Our compensation arrangements should be sufficient to allow us to attract, retain and motivate executive officers, with the necessary skillsadopted in 2018;

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;

Application of our Philosophy
We believe that our executive compensation program appropriately balances short-term

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:

developin a culture that embodies a passion for our business and a drive to achieve and exceed established goals and objectives;
provide leadership to the organization in such a way as to maximize the results of our business operations;
lead us by demonstrating forward thinking in the operation, development and expansion of our business; and
effectively manage organizational resources to derive the greatest value possible from each dollar invested.
Our executive compensation program aims not only to compensate top talent at levels that we believe are generally at or nearrange around the median of the competitive market (as reflectedrepresented by our compensation peer group)group for the relevant period), butwith individual exceptions based on circumstances and using the Compensation Committee’s judgment. The Compensation Committee also strives to be proportionate relativeappropriately link executive officers’ compensation to compensation paid to other professionals within our organization, and to be appropriately linked to our short-term and long-term performance results and to the value we deliver tocreation for our stockholders. In some instances,Overall, we may adjust our compensation levels in the event that the Compensation Committee of our Board of Directors believes such compensation would be in our best interest to attract or retain a specific executive officer. We seek to maintain a performance-oriented culture with a compensation approachopportunities that rewardsreward our named executive officers when we achieve

23


and or exceed our goals and objectives, while putting at risk a significant portion of their target total direct compensation againstopportunities at risk in the possibilityevent that our goals and objectives mayare not be achieved. Our

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.

Role of Our Compensation Committee
Our Compensation Committee isare appointed by our Board of Directors and consiststo oversee our executive compensation program. At all times during 2018, the Compensation Committee was composed entirely of directors who are “outsidewere“non-employee directors” for purposes of Section 162(m) of the Internal Revenue Code, “non-employee directors” for purposes ofSecurities Exchange ActRule 16b-3 and “independent directors” under theNasdaq listing standards ofstandards.

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.

Our Compensation Committee approves, oversees and interprets our executive compensation program and related policies and practices, including our 1999 Stock Plan, our 2007 Equity Incentive Planequity incentive program and other compensation incentives and benefits programs. OurThe Compensation Committee is also responsible for establishing the compensation packages of our executive officers and ensuring that our executive compensation program is consistent with our compensation philosophy and corporate governance guidelines.
Ourpolicies.

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:

regularly reviews theobjectives of, and performance of and the total compensation earned by or awarded to, our Chief Executive Officer and Executive Chairmanprincipal executive officer, independent of input from them;our principal executive officer;

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 determineshas determined the target total direct compensation opportunities for each namedexecutive officers after considering the following factors, among others:

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;

(i)how much we would be willing to pay to retain that named executive officer;
(ii)how much we would expect to pay in the marketplace to replace that named executive officer;
(iii)how much that named executive officer could otherwise command in the employment marketplace;
(iv)past performance as well as the strategic value of the executive officer's future contributions; and
(v)internal parity.

Further, our

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.


24


Role of Compensation Consultant

Our

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.

Compensia reports directly to ourthe Compensation Committee andCommittee. Meridian did not provide any services to us or our management in 20142018 other than those provided to ourthe Compensation Committee and Board as described above. Ourbelow.

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.

Reviewinterest in 2018.

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

Incompanies (with revenue ranging from half to twice our revenue), Meridian prepared reports for the fourth quarter of 2013, as part of our ongoing commitment to link currentCompensation Committee in 2018 that analyzed the compensation levels to our compensation philosophyof certain executive officers and business strategy, ourdirectors against the competitive market.

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.

Compensia recommended an update toupdates, including the compensationreplacement of peer group based on management input as to companies that had been acquired or were no longer appropriate from a size or business focus perspective. After discussions with whom we may compete for executive talent. All of the companies included in the compensation peer group are providers of digital marketing intelligence or related analytical products and services, marketing services and solutions or survey services. Upon consultation with our Compensation Committee and management, as well as upon conducting independent research, Compensiaits own analysis, Meridian recommended and ourthe Compensation Committee usedselected the following compensation peer group. At the time the Compensation Committee evaluated this peer group throughout 2014:

in 2018, our revenue approximated the median and our market capitalization approximated the 40th percentile of the peer group.

Constant Contact
Costar

2U

Monotype Imaging Holdings

Cornerstone OnDemand

New Relic

CoStar Group

Dealertrack

Progress Software

Fair Isaac

Proofpoint

Imperva

Quotient Technology

Internap Corporation

Synchronoss Technologies

Dice Holdings

j2 Global

TiVo

Leaf Group

TrueCar

Liquidity Services


LivePerson
LogMeIn
MicroStrategy
OpenTable
QuinStreet
Responsys
Synchronoss Technologies
Vocus

Ultimate Software Group

LogMeIn

Web.com Group

WebMD Health

MicroStrategy

Compensia provided

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.

the proposal. Our Compensation Committee considered the 50th percentileresults of the competitive market when making its decisions with respect to individual compensation components as it believed that such positioning would be at a competitive level forsay-on-pay vote and other feedback from our named executive officersstockholders, as well as consistent with industry practicescritiques from stockholder advisory firms, in the technology sector. In making this determination, our Compensation Committee considered such factors as our stage of development, the size and characteristics of our Company, based on both headcount and operations and balance sheet characteristics, the expected future characteristics of our business relative todesigning our compensation peer group the individual’s seniority, position and functional role, level of responsibility, accomplishments against personal and group objectives, and the compensation analysis prepared by Compensia. In addition, our Compensation Committee considered the marketprograms for corresponding positions within comparable geographic areas and industries as well as the state of our business and our cash flows.


25



2018, particularly for new executive officers.

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.

Our Compensation Committee evaluates executiveseeks to provide compensation and strives to apply the mix of these elements in a manneropportunities that are consistent with our compensation philosophy while meeting ourof aligning executive and stockholder interests, promoting achievement of company objectives, to attractrewarding superior performance, attracting and retainretaining top talent, using compensation that is consistent with or more attractive than other opportunities while also adjusting for individual relative performance and responsibilities as well asprioritizing tone at the top.

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.

Base Salary
Baseobjective of attracting and retaining top executive talent. As in prior years, we used base salary is used to recognize the experience, skills, knowledge and responsibilities required of each namedour executive officer,officers, as well as to reflect competitive market practice. As

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.

The base salaries of each of our executive officers are reviewed on an annual basis and, if determined appropriate, adjustments are made following each fiscal year based, within the context of our overall annual merit increase structure, and at other times as appropriate, in each case to reflect performance-based factors, marketplace conditions and the overall performance of our business, and based on the recommendation of our Chief Executive Officer.
The following table sets forth the annualized base salaries for 2013 and 2014 for each named executive officer:
Name20132014Percentage Change
Serge Matta$415,000
$475,000
14.5 %
Magid M. Abraham, Ph.D.500,000
250,000(1)

(50.0)%
Gian M. Fulgoni375,000
375,000(1)

0.0 %
Kenneth J. Tarpey (retired August 28, 2014)
367,500
367,500
0.0 %
Cameron Meierhoefer321,000
353,000
10.0 %
Christiana Lin302,500
333,000
10.0 %
follows:

(1)

Name

For the period from January 1, 2014 through December 31, 2014, in lieu of receiving a cash salary, each of Dr. Abraham and Mr. Fulgoni received an award of shares of our common stock with a value equal to the amount of salary foregone by each, less amounts paid to them in cash during 2014 to cover health benefits, based on the closing price of our common stock as reported on the NASDAQ Global Market at the close of trading on March 31, 2014, June 30, 2014, September 30, 2014 and December 31, 2014. The number of shares of our common stock delivered to each named executive officer was reduced by the number of shares necessary to satisfy applicable tax withholding requirements.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  


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Incentive Compensation

Both our annual and long-term incentive compensation arrangements are equity-based. By using equity to compensate our named executive officers for successfully completing the objectives in our annual operating plan and sharing in the long-term results of their efforts, we believe that we are closely aligning their interests with the interests of our stockholders. Our the components of our 2014 Executive Compensation Bonus Policy is further described below:

Annual Incentive Compensation. We provide annual incentive compensation to our named executive officers payable entirely in shares of our common stock. Pursuant to these award opportunities, our named executive officers may earn shares of our common stock based on our corporate and their individual performance. Our named executive officers must remain employed through the date that

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, "Annual Incentive Compensation for Dr. Abraham".


Target Annual Incentive Award Opportunities. At the beginningfair value of 2014, our Compensation Committee established target annual incentive award opportunities for each of our then-named executive officers. financing derivatives and investments in equity securities.

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:


NameTarget Annual Incentive Award Opportunity ($)
Maximum Annual Incentive Award Opportunity ($)
Serge Matta$700,000
$1,400,000
Gian M. Fulgoni375,000
750,000
Kenneth J. Tarpey (retired August 28, 2014)
275,625
551,250
Cameron Meierhoefer264,750
529,500
Christiana Lin249,750
499,500

The amount of each of these annual incentive award opportunities was determined by our Compensation Committee based on a weighted mix of quantitative and qualitative performance factors. Each named executive officer was eligible to receive an award with a value from zero to 200% of his or her target annual incentive award opportunity contingent on our actual performance for the year.

Mr. Wesley’s target annual incentive award opportunity was established by our Compensation Committee at $240,000 (with a maximum annual incentive award opportunity of $480,000) when he joined us as our Chief Financial Officer in August 2014.
Weighting of Target Annual Incentive Award Opportunities. The target annual incentive award opportunity for our Chief Executive Officer was weighted entirely on corporate performance objectives, with the target annual incentive award opportunities of our other named executive officers were weighted as follows:
Name
Corporate Performance Objective
- Revenue
Corporate Performance Objective
- Adjusted EBITDA
Individual Performance Objectives
Serge Matta50%50%N/A
Gian M. Fulgoni80%N/A20%
Kenneth J. Tarpey (retired August 28, 2014)
80%N/A20%
Cameron Meierhoefer50%N/A50%
Christiana LinN/AN/A100%

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Corporate Performance Objectives. At the beginning of the year, our Compensation Committee selected revenue and adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”) as the corporate performance measures for the 2014 annual incentive awards. Our Compensation Committee believed that these performance measures were appropriate for our business because they provided a balance between generating revenue, managing our expenses, and growing our business, which it believesachieving key strategic and operating goals – factors the Compensation Committee believed would most directly influenceimpact long-term stockholder value. For purposes ofActual amounts payable under the annual incentive awards, Adjusted EBITDAplan could range from 0% to 200% of the target award, based upon the extent to which the company’s performance met, exceeded or was defined to mean earnings before income taxes, amortization of intangible assets, stock-based compensation, costs related to acquisitions, restructuring and other infrequently occurring items, depreciation, interest and other expense.

below target as determined by the Compensation Committee.

The threshold, target and maximum performance levels for these measureseach performance measure were as follows:


follows, with linear interpolation for achievement between performance levels:

Performance Measure

Threshold PerformanceTarget Threshold
Performance
(0%)		Target
Performance
(100%)		Maximum
Performance
(200%)

Revenue

$311403.5 million$322442.4 million$334483.5 million

Adjusted EBITDA

$57.50.0 million$63.019.0 million$70.538.0 million

Strategic/Operating Goals

7 of 1410 of 1414 of 14

Our

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.


Individual Performance Objectives. In addition to the corporateannual performance objectives had been achieved as follows:

Performance Measure

Target
Performance		Actual
Performance		Attainment Level
(Interpolated)

Revenue

$442.4 million$419.5 million41%

Adjusted EBITDA

$19.0 million$16.4 million86%

Strategic/Operating Goals

10 of 1411.4 of 14135%

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.


The individual performance objectives for our named executive officers (other than Mr. MattaMs. Hofstetter) for 2018, which awards were paid in cash in March 2019:

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:


▪Mr. Fulgoni: assist with the Executive Chairman transition, continue investor relations work, reinforce our message among investors and analysts, and serve as a thought leader in support of our brand-building activities.

▪Mr. Tarpey: improve financial infrastructure and systems, improve management of international entity structure, improve operational efficiencies in the finance and accounting teams; expand sell side analyst coverage of our Company's performance

▪Mr. Wesley: learn comScore organization, products, and processes, review opportunities for improvement in finance organization and drive plans for implementing such improvements, providing strategic and practical oversight over comScore financial activities including structure, compliance, planning, forecasting and expense management, and, establishing leadership tone within the finance organization.

▪Mr. Meierhoefer: re-align our product and operational organizations to improve the effectiveness of these teams, develop and deploy critical technical data collection solutions, and attain critical new product capabilities, and integrate strategic data inputs into our flagship advertising analytics products, as well as launch our international mobile products and continue the development of cross platform solutions.

▪Ms. Lin: successful closure of strategic commercial and corporate deals, successful wind down of significant

28


litigation matters, implement process, system,Incentive Compensation Plan (the “Plan”). On June 5, 2018, our Compensation Committee granted awards of common stock, restricted stock units (“RSUs”) and operational improvements within the legal and human resources teams, and develop and maintain a strategic approach to managing our intellectual property portfolio and privacy-related efforts, and provide strategic advice and counselperformance-based RSUs to our executive officers under the Plan. These awards represented compensation opportunities lost during the period that we were unable to grant equity awards in 2016, 2017 and part of 2018, includingsign-on awards for Mr. Wiener, Mr. Fink, Ms. DiBattiste and Mr. Rostock, all of whom joined the company during this time.

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.


2014 Performance Results and Award Decisions. In February2015, our These shares were fully vested upon grant, as they related to the 2017-2018 term of the Board of Directors, which ended prior to the grant date.

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:


Performance MeasureTarget Performance LevelActual Performance LevelPerformance as a Percentage of Target
Revenue$322 million$329.2 million165 %
Adjusted EBITDA$63.0 million$71.37 million200 %

In addition, following his reviewcompletion of the performance of each named executive officer whose targetour multi-year audit and financing, with such RSUs to vest in three equal annual incentive award opportunity was based, either in whole or in part,installments beginning on individual performance objectives, our Chief Executive Officer submitted his recommendationMay 15, 2019, subject to ourcontinued employment.

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:

NameIndividual Performance Objectives Attainment Level
Serge MattaN/A
Gian M. Fulgoni100%
Melvin Wesley91%
Cameron Meierhoefer92%
Christiana Lin98%
(1)    Mr. Tarpey’s individual performance objective was not considered because he retired from the Company during 2014.

In February 2015, based on its review of our overall performance in 2014 against the corporate performance objectives and, to the extent applicable, the achievement of individual performance objectives, our Compensation Committee determined that our named executive officers had earned their annual incentive awards at the percentage levels reflected in the following table, which were payableMs. DiBattiste’ssign-on award in the form of 34,137 RSUs, to vest in three equal annual installments beginning on January 30, 2019, subject to Ms. DiBattiste’s continued employment through each vesting date.

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. Fulgoni375,000
571,093
13,232
152%
Melvin Wesley III240,000
383,128
8,877
160%
Cameron Meierhoefer265,000
340,951
7,900
127%
Christiana Lin249,500
249,750
5,787
100%
(1)Mr. Tarpey did not receive an annual incentive award because he retired from the Company during 2014.
(2)
The number of shares of our common stock received was determined based on the closing price of our common stock reported on the NASDAQ Global Select Market on February 11, 2015, which was$43.16per share.

Annual Incentive Compensation for Dr. Abraham. The annual incentive award opportunity of Dr. Abraham isCommon Stock based on, and subject to, the restricted stock unit (“RSU”) awards that were originally granted to him in 2012, while he was serving as Chief Executive Officer. These RSU awards provided him withachievement of certain revenue growth (compound annual growth rate, or CAGR) and adjusted EBITDA goals established by the opportunity to earn up to 96,666Compensation Committee. Ms. DiBattiste’s 2017 performance-based RSUs will vest on March 1, 2020 and convert into shares of our common stock forCommon Stock based on, and subject to, the achievement and an additional 96,666 shares of our common stock for the overachievement of one or more corporate performance objectives established by our Compensation Committee at the beginning of 2014. As described at the beginning of this Compensation Discussion and Analysis, in connection with his assumption of his new role as Executive Chairman of our Board of Directors these awards were modified my our Compensation Committee to provide

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Dr. Abraham with the opportunity to earn up to 96,666 shares of our common stock for the achievement and an additional 48,333 shares of our common stock for the overachievement of one or more performance objectives focused on his changed responsibilities and his continued involvement in shaping our product development and strategy activities for the year.

At the beginning of 2014, our Compensation Committee established individual performance objectives for Dr. Abraham, which were weighted as 50% of his target annual incentive award opportunity. These performance objectives involved certain activities related to assisting with the Chief Executive Officer transition and the development and improvement of strategic product initiatives with a focus on cross-platform products. To reinforce its intention that he continue to operate as a vital member of our management team, the remainder of his target annual incentive award opportunity was equally divided between the two corporate performance objectives - revenue growth and adjusted EBITDA - that were used in connection withgoals established by the Compensation Committee. Executive officers may earn between 0% and 200% of the target annual incentive award opportunitiesperformance-based RSUs set forth above, depending on the level of our other named executive officers.

In February 2015, following its determination of our actual achievement with respect todetermined by the corporate performance objectives for 2014 and an assessment of Dr. Abraham’s performance against his individual performance objectives (which were determined to have been met in full), our Compensation Committee awarded him 116,648 sharesafter the end of our common stock.

Long-Termthe applicable performance period. For purposes of the performance-based RSUs, adjusted EBITDA was defined as described under “Executive Compensation Actions and Decisions for 2018–Annual Incentive Compensation. We provide our named executive officers with an annual long-term incentive compensation opportunity also payable entirelyCompensation” above.

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. Fulgoni275,000
500,000
Kenneth J. Tarpey (retired August 28, 2014)
150,000
300,000
Cameron Meierhoefer450,000
900,000
Christiana Lin450,000
900,000

Mr. Wesley’s target long-term incentive award opportunity was established by our Compensation Committee at $450,000 (with a maximum annual incentive award opportunity of $900,000) when he joined us as our Chief Financial Officer in August 2014.

Any shares of our common stock earned pursuant to these awards immediately vested as to one-third of such earned shares upon the date of determination by our Compensation Committee in 2015 as to our actual performance results,March 1, 2019, March 1, 2020 and the remaining two-thirds of such earned sharesMarch 1, 2021. Ms. DiBattiste’s 2017 time-based RSUs will vest in two equal installments on March 1, 2019 and March 1, 2020.

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.


Corporate Performance Measuresleaving her previous employer. (As described under “Payments Upon Termination or Change in Control” below, Ms. Hofstetter resigned as our President on March 31, 2019.)

The Compensation Committee’s decision to grant a combination of performance-based RSUs and Relative Weightings. At the beginningtime-based RSUs to our executive officers in 2018 reflected a balancing of the year,several of our compensation objectives, including promoting achievement of our long-term financial goals, rewarding superior performance over time, and aligning executive and stockholder interests. The Compensation Committee selectedelected to use revenue growth and Adjustedadjusted EBITDA as the corporatefor performance measures for the 2014 long-term incentive awards. Our Compensation Committee believedbecause these performance measures were appropriate formetrics focus our business because they provided a balance between generating revenue, managing our expenses, and growing our business,executive officers on profitable growth, which it believes most directly influence long-termis intended to enhance stockholder value. The threshold, target, and maximum performance levels for these measures were as follows:

Performance MeasureThreshold PerformanceTarget PerformanceMaximum Performance
Revenue$311 million$322 million$334 million
Adjusted EBITDA$57.5 million$63.0 million$70.5 million


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Ourtargets set by the Compensation Committee established the performance levels for eachreflect our internal, confidential business plan (the disclosure of these measures at amounts that it believed to be challenging, but attainable, through the successful execution of our annual operating plan. In addition, each of these performance levels was assigned a payment amount commensurate with the reward that our Compensation Committee,which we believe would result in its judgment, believed was reasonable and appropriate for those results. Our Compensation Committee 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.

The performance measures were weighted to applycompetitive harm to the long-term incentive awardcompany) and require a high level of each named executive officer as follows:

Name
Corporate Performance Objective
- Revenue
Corporate Performance Objective
- Adjusted EBITDA
Serge Matta50%50%
Gian M. FulgoniN/A100%
Kenneth J. Tarpey (retired August 28, 2014)
N/A100%
Cameron MeierhoeferN/A100%
Christiana LinN/A100%

Performance Results and Award Decisions. In February2015, our Compensation Committee determined that our actual achievement, and corresponding payment levels, with respect to the corporate performance objectives for 2014 were as follows:

Performance MeasureTarget Performance LevelActual Performance LevelPerformance as a Percentage of Target
Revenue$322 million$329.2 million165 %
Adjusted EBITDA$63.0 million$71.37 million200 %

At that time, based on its review of our overall performancefinancial performance. All equity awards granted in 2014 against the corporate performance objectives, our Compensation Committee determined that our named executive officers had earned their long-term incentive awards at a percentage level and which were payable2018 are reflected in the form2018 Grants of 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. Fulgoni275,000
500,000
11,585
200%
Melvin Wesley III450,000
900,000
20,853
200%
Cameron Meierhoefer450,000
900,000
20,853
200%
Christiana Lin450,000
900,000
20,853
200%
(1)Mr. Tarpey did not receive an annual incentive award because he retired from the Company during 2014.
(2)
The number of shares of our common stock received was determined based on the closing price of our common stock reported on the NASDAQ Global Select Market on February 11,2015, which was$43.16per share.


Additional Time-Based Long-Term IncentivePlan-Based Awards table below.

Other Compensation Award. In February 2014, following consultation with Compensia, and a review of competitive market data, our Compensation Committee determined that, to support our retention objectives, it was appropriate to introduce a time-based equity award to our long-term incentive compensation program. The purpose of this award was to ensure that each of our named executive officers has a minimum amount of time-based equity representing between 80% to 100% of his or her annual base salary to be earned over a multi-year period (initially 3 years) subject to continued employment with us. The initial time-based equity award approved for our named executive officers were based on a specific dollar amount and ultimately paid in shares of our common stock as follows:


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Name (1)
Long-Term Time-Based Equity Award
($)
Long-Term Time-Based Award
(number of shares) (2)
Serge Matta$700,00016,219
Gian M. FulgoniN/AN/A
Melvin Wesley III(3)
300,0006,951
Cameron Meierhoefer300,0006,951
Christiana Lin300,0006,951
(1)Mr. Tarpey did not receive an additional time-based long-term incentive award because he retired from the Company during 2014.
(2)
The number of shares of our common stock received was determined based on the closing price of our common stock reported on the NASDAQ Global Select Market on February 11,2015, which was$43.16per share. These awards immediately vested as to one-third of such shares upon the date of determination by our Compensation Committee in 2015, and the remaining two-thirds of such shares vest in two equal installments on the firsts and second anniversaries of the date of determination by our Compensation Committee, subject to continued employment through each of the vesting dates.
(3)Mr. Wesley's time-based long-term incentive award was approved by our Compensation Committee when he joined us as our Chief Financial Officer in August, 2014.

“New Hire” Equity Award for Mr. Wesley. Typically, upon joining us, a new named executive officer will be granted an initial equity award, the value of which will be determined primarily based on competitive conditions applicable to the individual’s specific position as well as the individual’s qualifications in light of these competitive conditions. In addition, in making this award our Compensation Committee will consider the number of shares of our common stock subject to the outstanding equity awards held by our other executive officers in comparable positions. In August 2014, our Compensation Committee granted Mr. Wesley an equity award in the form of a restricted stock unit (“RSU”) award for 10,000 shares of our common stock, to vest in equal annual installment over three years, subject to his continued employment through each of the vesting dates.

Promotion Equity Awards for Mr. Matta. Periodically, our Compensation Committee grants equity awards to our named executive officers in recognition of a promotion and/or an increase in his or her role or responsibilities. Elements

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.


With respectother expenses related to the performance-based portionnegotiation of this RSU award, our Compensation Committee selected annual revenue and Adjusted EBITDA as the corporate performance measures, with the related target level for each measure established in an amount equal to the target levels established for his annual incentive award.

Retention Equity Awards for Mr. Meierhoefer and Ms. Lin. In February 2014, Mr. Matta recommended, andher employment agreement.

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.


Special Market-Based Equity Awards. On November 7, 2014, ouras described above under “Executive Compensation Committee granted a special market-based equity award to our Chief Executive OfficerActions and certain of our other named executive officers. These awards were comprised of a mix of options to purchase shares of our common stock as well as RSU awards that may be settledDecisions for shares of our common stock. The number of shares of our common stock subject to these awards was calculated to represent a specific percentage of the aggregate market capitalization increase that our Compensation Committee sought to achieve through the awards. These special awards were designed to provide an additional incentive for our named executive officers to drive sustained enterprise value toward a significantly higher market capitalization through 2017.


32


To achieve the desired growth, both the stock options and RSU awards provide that they would become exercisable (in the case of the options) and vest (in the case of the RSU awards) only upon the achievement of pre-established stock-price target levels ranging from $48.00 per share to $60.00 per share. The shares of our common stock subject to these market-based equity awards will be earned in the following proportions and at the following stock-price targets:

 
Stock-Price Target
(per share) (1)
Percentage of Shares Subject to Stock Option That Will Become ExercisablePercentage of Shares Subject to RSU Award That Will Vest
 
 $48.0066 %48 %
 $50.0010 %10 %
 $55.0014 %22 %
 $60.0010 %20 %
(1)
Each stock-price target will be deemed satisfied when the closing market price of our common stock as reported by the NASDAQ Global Market exceeds the average of the target stock pricefor a consecutive 30-day period prior to November 17, 2017

The per share stock-price targets were determined by our Compensation Committee using its desired future market capitalization levels as compared to our “baseline” market capitalization as calculated as of November 7, 2014. Our baseline market capitalization was calculated using the number of basic shares outstanding multiplied by the 30-day average trading price for our common stock. Our Compensation Committee allocated the vesting percentages for each award between the various stock-price targets based on its judgment as to the level of effort that would be required to increase the market price of our common stock to the next target level.

Based on a careful analysis of our Company's historic stock price performance, our Compensation Committee set these stock-price targets to be challenging and attainable only by performance far in excess of our previous annual sales levels. Instead, our Compensation Committee believed that, to achieve these stock-price targets, it would be necessary for us to continue to expand our business relationships with existing and new strategic customers and to enter into strategic alliances with one or more third parties. For example, the lowest stock-price target of $48.00 per share represented a 25% increase in the market value of our common stock as measured by the 30-day average trading price of our common stock as of the date of the award bearing in mind that the trading price of our common stock already had increased 161% over the preceding 12 months.

Each stock option was granted with an exercise price of $42.92 per share and each RSU award was granted with a fair value of $42.92 per share, the closing price of our common stock as reported by the NASDAQ Global Market on November 7, 2014.

Our Compensation Committee established the size of our Chief Executive Officer’s special award at a level that would approximate 2% of the market capitalization increase that would be realized by our stockholders at each pre-established stock-price target. In addition, our Compensation Committee established a pool of shares of our common stock for allocation among our other named executive officers in its discretion, based on the recommendations of our Chief Executive Officer. The following table identifies each named executive officer who received a market-based equity award, as well as the number of shares of our common stock subject to the stock options and RSU awards granted to implement these awards:

Name
Stock Option
(number of shares)
Restricted Stock Unit Award
(number of shares)
Serge Matta984,727141,678
Melvin Wesley III218,82831,484
Cameron Meierhoefer218,82831,484
Christiana Lin218,82831,484

33


2018–Long-Term Incentive Compensation.”

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:

health

medical and dental insurance;

life insurance;

short-and

short-term and long-term disability;disability insurance; and

a Section 401(k) plan.plan with a company matching feature.

These

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.

Moreover, as described above, we have provided for reimbursement of attorneys’ fees in certain cases, including in connection with the negotiation of employment terms.

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.

the company. We believe that post-employment compensationthese arrangements (which were reviewed and amended in 2018, as described below) are usefulvaluable retention tools that are particularly necessary in an industry, such as ours, where there is frequent market consolidation. We recognize that it is possible that we may be subject to a change in control, and that this possibility could result in a sudden departure or distraction of our key executive officers to the detriment of our business. We believe that these arrangements help to encourage and maintain the continued focus and dedication of our named executive officers to their assigned duties to maximize stockholder value, withoutnotwithstanding the distraction that could result from the uncertaintypossibility or occurrence of a potential or actual change in control of control transaction.the company. We also believe that these arrangements are competitive with arrangements offered to senior executives at companies with whom we compete for executive talent and are necessary to attract and retain critical members of management. These arrangements do not contain any tax reimbursement or tax “gross up” provisions for our executive officers.

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.

In 2015,control and severance agreements are discussed under “Payments Upon Termination or Change in connection with the Chief Financial Officer transition, the Company entered into a Transition Agreement with Kenneth Tarpey. Under the terms of the Transition Agreement, in addition to the benefits set forth in the Change of Control and Severance Agreement between Executive and Company dated July 20, 2010, 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 will be 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 any management based objectives for those periods.

Control” below.

Other Compensation Policies


Hedging Transactions. While

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.


Pledging Our Securities. While our executive officers had not previously engagedwith those of our stockholders. Under the guidelines, the CEO is expected to own shares of Common Stock with a value equal to at least five times his or her annual base salary, and the CFO, 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. An 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.

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.

margin.

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.


34


2015 Executivethe company. In structuring future compensation programs and decisions, the Compensation Updates

In early 2015, in responseCommittee will continue to the announcement bymonitor whether our Company of entry into (i) a long term strategic alliancerisk management objectives are being met with Kantar, the data investment management division of WPP plc ("WPP"), establishing a framework for the partiesrespect to bring together their products, technology, data assets, research panels and relationships to provide global cross-media audience and campaign measurement capabilities, and (ii) an agreement whereby WPP would acquire a 15-20% equity stake inincentivizing our Company, our stock price increased by over 20% and has sustained trading at this higher level for a number of months. As a result, in late February and early March 2015, the initial two tranches of the special market-based awards met the required stock-price thresholds to vest (or in the case of options, to become exercisable). This step-change in stock price represents the type of strategic initiatives needed to achieve the sustained increase in stock price and market capitalization needed for our Company to meet the stock-price thresholds set by our Compensation Committee.employees.

Tax and Accounting Implications of Executive Compensation

Deductibility of Executive Compensation. We seek to design our executive compensation arrangements to be deductible under

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.

officers.

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.


In making compensation decisions, our Compensation Committee regularly considers the cost of stock-based compensation awards and any proposed modifications to those awards.

COMPENSATION COMMITTEE REPORT

Our

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.

Ms. Bradford did not serve on our Compensation Committee
William J. Henderson, Chairman
William Katz
Russell Fradin
The foregoing in 2018. This Compensation Committee report shall not be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 and shall not otherwise be deemed filed under these acts, except to the extent we specifically incorporate by reference into such filings.



35



2014COMPENSATION TABLES

2018 Summary Compensation Table

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 PositionYear($)Salary ($)
Stock Awards ($)(1)
Option Awards ($)(1)
All Other Compensation ($)Total ($)
Serge Matta
President, Chief Executive Officer and Director
2014
2013
2012
$466,594
  382,512
  328,749
$8,008,208(2)
  2,981,384
  1,098,484
$8,547,430(3)
----
----
$3,137(4)
3,077
3,557
$17,025,369
3,366,963
1,430,790
Magid M. Abraham, Ph.D.
Executive Chairman of the Board of Directors
2014
2013
2012
250,049(5)
500,000
500,008
3,044,012(6)
1,563,089(7)
6,673,052(8)
----
----
----
214(4)
213
176
3,294,275
2,063,302
7,173,236
Gian M. Fulgoni
Chairman Emeritus and Director
2014
2013
2012
375,079(9)
375,000
375,005
1,150,000(10)
2,158,895
1,001,600
----
----
----
367(4)
359
392
1,525,446
2,534,254
1,376,997
Melvin Wesley III
Chief Financial Officer (hired August 29, 2014)
2014107,897
2,374,921(11)
1,899,427(12)
846(4)
4,383,092
Cameron Meierhoefer
Chief Operating Officer
2014
2013
2012
342,333
315,750
293,749
2,491,271(13)
1,411,262
1,025,600
1,899,427(12)
----
----
1,950(4)
1,929
1,207
4,734,981
1,728,941
1,320,556
Christiana Lin
Executive Vice President, General Counsel and Chief Privacy Officer
2014322,833
2,476,271(14)
1,899,427(12)
2,073(4) 
4,700,604
Kenneth J. Tarpey
(former Chief Financial Officer, retired August 28, 2014)
2014
2013
2012
247,784
363,125
341,249
282,484(15)
1,525,138
849,100
----
----
----
121,788(16)
2,175
3,785
652,056
1,890,438
1,194,134

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
Officer

         

William Livek (4)

  2018   443,700    —    —    377,145    3,595    824,440  

Former President;
Special Advisor

  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
Officer

  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 &
Chief Compliance,
Privacy and People
Officer

  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
Officer & Chief
Technology Officer

         

(1)

Amounts reflected in this column represent the aggregate grant date fair value of stock and option awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation (FASBFASB ASC Topic 718).718. Assumptions used in the calculation of these amounts are described in Note 1112 to the consolidated financial statements included in our Annual Report on Form10-K for the fiscal year ended December 31, 2018. For Mr. Wiener, the amount reflected in this column for 2018 includes an award of 6,240 shares of common stock received by Mr. Wiener for his service as a director prior to the date he became our Chief Executive Officer.

(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, 2014.

(2)Includes a promotion grant of 44,459 restricted stock units awarded on March 3, 2014, with 22,230 shares to be earned on achievement against 2014 company-level performance objectives, and 22,229 shares to vest in three equal installments in February 2015, 2016 and 2017. Includes a market-based2018. For additional information regarding the restricted stock unit grant awardedawards reported in November 7, 2014, of 141,678 shares to vest uponthis table, please see 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 68,401 shares, 13,686 shares, 31,091 sharessection above entitled “Executive Compensation Actions 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 vesting from this award occurred in 2014. Includes a performance-based annual target incentive with a fair value of $700,000 computed in accordance with FASB ASC Topic 718, to vest in February 2015 upon achievement of pre-determined 2014 revenue, and Adjusted EBITDA milestones.  Includes a performance-based long-term target incentive with a fair value of $700,000 computed  in accordance with FASB ASC Topic 718, to vest in February 2015 upon achievement of pre-determined 2014 revenue, and Adjusted EBITDA milestones.  On February 11, 2015, because we surpassed our pre-established consolidated revenue and Adjusted EBITDA targets, an annual incentive of $1,278,775 was actually awarded.  Also on February 11, 2015, because we surpassed our pre-established consolidated revenue and Adjusted EBITDA targets, a performance-based long-term incentive of $1,278,775 was awarded with vesting in three equal installments in February 2015, 2016, and 2017. Decisions for 2018—Long-Term Incentive Compensation.”

(3)Includes a 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.
(4)Includes discretionary matching contributions by us to the officer’s 401(k) plan account and payment of life insurance premiums on behalf of the named executive officers.
(5)Includes $234,049 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.
(6)Represents a 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. 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 total vest date fair value of $3,673,222 computed in accordance with FASB ASC Topic 718 for over-achievement of pre-established goals.

36



(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


Notes to 2018 Summary Compensation Table and 2018 Grants of Plan-Based Awards

Table

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 grants of plan-based awards to our named executive officers in 2014.

  Approval Date
Estimated 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 Date
Target
($)
Maximum($)
Target
(#)

Maximum
(#)
Serge Matta3/3/20142/28/2014————
22,229(3)
——$699,991
 3/3/20142/28/2014——
22,230(4)

————700,023
 11/7/201411/7/2014——
141,678(5)

————4,508,194
 11/7/201411/7/2014—————
984,727(6)
$42.928,547,430
 
(7) 
(7) 
$700,000$1,400,000—————
700,000(8)

 
(7) 
(7) 
$700,000$1,400,000—————
700,000(9)

 
(7) 
(7) 
$700,000——————
700,000(10)

Magid M. Abraham, Ph.D
3/3/2014(11)
2/28/2014——
96,666(12)

144,999(12)
———3,044,012
 3/31/20142/28/14————
1,785(13)
——58,530
 6/30/20142/28/14————
1,649(13)
——58,507
 9/30/20142/28/14————
1,607(13)
——58,511
 12/31/20142/28/14————
1,260(13)
——58,502
Gian M. Fulgoni3/31/20142/28/14————
2,532(13)
——83,024
 6/30/20142/28/14————
2,340(13)
——83,023
 9/30/20142/28/14————
2,280(13)
——83,015
 12/31/20142/28/14————
1,788(13)
——83,017
 
(7) 
(7) 
$375,000$750,000—————
375,000(14)

 
(7) 
(7) 
$275,000$500,000—————
275,000(15)

 
(7) 
(7) 
$500,000——————
500,000(10)

Melvin Wesley III8/29/20148/1/2014————
10,000(16)
——383,100
 11/7/201411/7/2014——
31,484(17)

————1,001,821
 11/7/201411/7/2014—————
218,828(18)
$42.921,899,427
 
(7) 
(7) 
$240,000$480,000—————
240,000(19)

 
(7) 
(7) 
$450,000$900,000—————
450,000(15)

 
(7) 
(7) 
$300,000——————
300,000(10)

Cameron Meierhoefer5/1/20144/15/2014————
7,500(3)
——237,225
 5/1/20144/15/2014——7,500(4)————237,225
 11/7/201411/7/2014——31,484(17)————1,001,821
 11/7/201411/7/2014—————
218,828(18)
$42.921,899,427
 
(7) 
(7) 
$265,000$530,000—————
265,000(14)

 
(7) 
(7) 
$450,000$900,000—————
450,000(15)

 
(7) 
(7) 
$300,000——————
300,000(10)

Christiana Lin5/1/20144/15/2014————
7,500(3)
——237,225
 5/1/20144/15/2014——
7,500(4)

————237,225
 11/7/201411/7/2014——
31,484(17)

————1,001,821
 11/7/201411/7/2014—————
218,828(18)
$42.921,899,427
 
(7) 
(7) 
$250,000$500,000—————
250,000(14)

 
(7) 
(7) 
$450,000$900,000—————
450,000(15)

 
(7) 
(7) 
$300,000——————
300,000(10)


38


Approval Date
Estimated 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 Date
Target
($)
Maximum($)
Target
(#)

Maximum
(#)
Kenneth J. Tarpey (retired August 29, 2014)
8/15/20147/22/2014————
6,205(20)
——243,174
9/2/20149/2/2014————
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.

40


Outstanding Equity Awards at Fiscal Year End
The following table shows outstanding equity awards held by the named executive officers as of December 31, 2014.2018.

Name

  Option Awards  Stock Awards 
  

Number of
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)		 

Bryan Wiener

   —    —     —    —    134,030    1,934,053    140,846    2,032,408  

William Livek

   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    —    —  

Gregory Fink

   —    —     —    —    53,644    774,083    16,502    238,124  

Carol DiBattiste

   —    —     —    —    83,643    1,206,968    33,004    476,248  

Sarah Hofstetter

   —    —     —    —    86,163    1,243,332    42,095    607,431  

Joseph Rostock

   —    —     —    —    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:

Option Awards

Name

  Stock Awards
Option Exercise
Price
($)
Option Expiration
Date
Number of Shares of Stock That Have Not Vested
(#)(1)
Market Value of Shares of Stock That Have Not Vested
($)(1)
Equity Incentive Plan Awards
NameEquity Incentive Plan Awards: Unexercised and Unearned (#)
Unearned Shares That Have Not Vested
(#)
Market Value of Unearned Shares That Have Not Vested
($)
Serge Matta———
7500(2)
348,225——
———
2,268(3)
105,303——
———
17,500(4)
812,526——
———
4,858(5)
225,557——
———
33,334(6)
1,547,698——
———
25,110(7)
1,165,858——
———
22,229(8)
1,032,092——
———
22,230(9)
1,032,139——
—————
141,678(10)
$6,578,110
984,727(11)
$42.9211/4/2017————
  Target  
  PSUs  		   Performance Period
End Date		  
Magid M. Abraham, Ph.D.

Bryan Wiener (a)

——68,151June 5, 2023
72,695December 31, 2020

William Livek

— 
9,981(12)
463,418——N/A
———
70,000(13)
3,250,100——
———
145,000(14)
6,732,350——

Gregory Fink

   16,502   December 31, 2020
Gian M. Fulgoni———
17,500(15)
812,525——
———
6,695(16)
310,849——
———
16,667(17)
773,849——
———
6,695(18)
310,849——

Carol DiBattiste

   16,502   December 31, 2019
Melvin Wesley III———
10,000(19)
464,300——
—————
31,484(20)
$2,221,954
218,828(21)
$42.9211/4/2017————
   16,502   December 31, 2020
Cameron Meierhoefer———
1,542(22)
71,595——
———
17,500(23)
812,525——
———
3,807(24)
176,759——
———
16,667(25)
773,849——
———
12,555(26)
582,929——
———
15,000(27)
696,450——
—————
31,484(20)
$2,221,954
218,828(21)
$42.9211/4/2017————

Sarah Hofstetter (b)

   42,095   

41


December 31, 2020
Option AwardsStock Awards
Option Exercise
Price
($)
Option Expiration
Date
Number of Shares of Stock That Have Not Vested
(#)(1)
Market Value of Shares of Stock That Have Not Vested
($)(1)
Equity Incentive Plan Awards
NameEquity Incentive Plan Awards: Unexercised and Unearned (#)
Unearned Shares That Have Not Vested
(#)
Market Value of Unearned Shares That Have Not Vested
($)
Christiana Lin———
1,652(28)
76,702——
———
12,500(29)
580,376——
———
3,628(30)
168,448——
———
16,667(31)
773,849——
———
12,555(32)
582,929——
———
15,000(33)
696,450——
—————
31,484(20)
$2,221,954
218,828(21)
$42.9211/4/2017————

Joseph Rostock

   16,502   
Kenneth J. Tarpey (retired August 28, 2014)
———
1,000(34)
——$39,310December 31, 2020

(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)
(1)
Market

Amounts in these columns reflect the market value of shares or units of stock reported in the preceding column that have not vested, is computed based on $46.43 per share, which was the closing price of our common stockCommon Stock as reported on the NASDAQNasdaq Global Select Market on December 31, 2014. For a description of this award see the Compensation Discussion and Analysis section titled Annual Incentive Compensation for Dr. Abraham.

2018, which was $14.43 per share.

(2)comScore’s right of repurchase lapses for 7,500 shares annually on February 18, contingent upon Mr. Matta's continued service as of each such date.
(3)comScore’s right of repurchase lapses for 2,268 shares annually on March 15, contingent upon Mr. Matta's continued service as of each such date.
(4)comScore’s right of repurchase lapses for 8,750 shares annually

Awards granted under the Rentrak Corporation 2005 Stock Incentive Plan and assumed by the company on March 15, contingent upon Mr. Matta's continued service as of each such date.

(5)Restricted stock unit award with 4,858 shares vesting annually on March 15, contingent upon Mr. Matta's continued service as of each such date.
(6)Restricted stock unit award with 16,667 shares vesting annually on February 18, contingent upon Mr. Matta's continued service as of each such date.
(7)Restricted stock unit award with 12,555 shares vesting annually on February 18, contingent upon Mr. Matta's continued service as of each such date.
(8)Restricted stock unit award with 7,335, 7,336 and 7,558 shares vesting annually beginning February 18, 2015, contingent upon Mr. Matta's continued service as of each such date.
(9)Restricted stock unit award with 7,335, 7,336 and 7,559 shares vesting annually beginning February 18, 2015, contingent upon Mr. Matta's continued service as of each such date.
(10)Restricted stock unit award subject to market based vesting. Award earned in four increments with 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 $50.00, respectively. The award vested with respect to 68,401 shares on March 1, 2015 and 13,686 shares on March 8, 2015.
(11)Stock options award subject to market based vesting. Award earned 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 $50.00, respectively. The award became exercisable with respect to 646,400 shares on March 1, 2015 and 96,651 shares on March 8, 2015.
(12)comScore’s right of repurchase lapses for 9,981 shares annually on March 15, contingent upon Dr. Abraham’s continued service as of each such date.
(13)comScore’s right of repurchase lapses for 70,000 shares annually on March 30, contingent upon Dr. Abraham’s continued service as of each such date.
(14)On MarchJanuary 29, 2012, Dr. Abraham was awarded 580,000 shares of our common stock in the form of restricted stock and restricted stock units that vest based on achievement of revenue andAdjusted EBITDAA goals during 2012, 2013 and 2014. In 2014, Dr. Abraham becomes eligible to earn up to 96,666 shares for achieving 100% of pre-established revenue and Adjusted EBITDA targets. In 2014, this award was adjusted to reflect Dr. Abraham's change in role to Executive Chairman. As a result, in 2014, Dr. Abraham is eligible to earn up to 96,666 shares for achieving 100% of pre-established revenue, Adjusted EBITDA, and product-specific goals, and an additional 48,333 shares for overachieving against pre-established revenue, Adjusted EBITDA, and product development targets. Any unearned shares from prior years have been canceled.
(15)comScore’s right of repurchase lapses for 8,333 shares on March 15, 2015 and 8,334 shares on March 15, 2016 contingent upon Mr. Fulgoni’s continued service as of each such date.
(16)comScore’s right of repurchase lapses for 6,695 shares on March 15, 2015 contingent upon Mr. Fulgoni's continued service on such date.
(17)Restricted stock unit awards with 8,333 shares vesting on February 18, 2015 and 8,334 shares vesting on February 18, 2016, contingent upon Mr. Fulgoni’s continued service as of each such dates.
(18)Restricted stock unit awards with 3,461 shares vesting on March 15, 2015, contingent upon Mr. Fulgoni's continued service on such date.
(19)Restricted stock unit awards with 3,300 shares vesting on each of August 15, 2015 and August 15, 2016 and 3,400 shares vesting August 15, 2017, contingent upon Mr. Wesley's continued service as of each such date.
(20)Restricted stock unit award subject to market based vesting. Award 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. The award vested with respect to 15,112 shares on March 1, 2015 and 3,148 shares on March 8, 2015.
(21)Stock options award subject to market based vesting. Award earned 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

42


period exceeds $48.00, $50.00, $55.00, and $50.00, respectively. The award became exercisable with respect to 144,426 shares on March 1, 2015 and 21,883 shares on March 8, 2015.
(22)comScore’s right of repurchase lapses for 1,542 shares on March 15, 2015, contingent upon Mr. Meierhoefer's continued service on such date.
(23)comScore’s right of repurchase lapses for 8,750 shares annually on March 15, contingent upon Mr. Meierhoefer's continued service as of each such date.
(24)Restricted stock unit awards with 3,807 shares vesting on March 15, 2015, contingent upon Mr. Meierhoefer's continued service on such date.
(25)Restricted stock unit awards with 8,333 shares vesting on February 18, 2015 and 8,334 shares vesting on February 18, 2016, contingent upon Mr. Meierhoefer's continued service as of each such date.
(26)Restricted stock unit awards with 6,277 shares vesting on February 18, 2015 and 6,278 shares vesting on February 18, 2016, contingent upon Mr. Meierhoefer's continued service as of each such date.
(27)Restricted stock unit awards with 4,950 shares vesting on February 18, 2015, 4,950 shares vesting on February 18, 2016, and 5,100 shares vesting on February 18, 2017, contingent upon Mr. Meierhoefer's continued service as of each such date.
(28)comScore’s right of repurchase lapses for 1,652 shares on March 15, 2015, contingent upon Ms. Lin's continued service on such date.
(29)comScore’s right of repurchase lapses for 6,250 shares annually on March 15, contingent upon Ms. Lin's continued service on such date.
(30)Restricted stock unit awards with 3,628 shares vesting on March 15, 2015, contingent upon Ms. Lin's continued service on such date.
(31)Restricted stock unit awards with 8,333 shares vesting on February 18, 2015 and 8,334 shares vesting on February 18, 2016, contingent upon Ms. Lin's continued service on such date.
(32)Restricted stock unit awards with 6,277 shares vesting on February 18, 2015 and 6,278 shares vesting on February 18, 2016, contingent upon Ms. Lin's continued service on such date.
(33)Restricted stock unit awards with 4,950 shares vesting on February 18, 2015, 4,950 shares vesting on February 18, 2016, and 5,100 shares vesting on February 18, 2017, contingent upon Ms. Lin's continued service on such date.
(34)Restricted stock units granted following Mr. Tarpey's retirement on August 28, 2014 in connection with appointment to the Company's advisory board.Rentrak merger.


43

(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.



2018 Option Exercises and Stock Vested Table

The following table showssets 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   

Name

  Number of
Shares Acquired
on Vesting
(#)		   Value Realized
on Vesting
($)(1)		 

Bryan Wiener (2)

   31,229    756,679 

William Livek

   3,333    86,258 

Gregory Fink

   8,254    140,318 

Carol DiBattiste

   11,380    275,737 

Sarah Hofstetter

   —    — 

Joseph Rostock

   8,254    140,318 

NameOption AwardsStock Awards
Number of Shares Acquired on
Exercise (#)
Value Realized on Exercise
($)(1)
Number of Shares Acquired on
Vesting
(#)
Value Realized
on Vesting
($)
Serge Matta——7,500
238,950(2)

——1,858
59,196(2)

——8,750
278,775(2)

——16,666
531,312(3)

——
31,505(4)

974,135(5)

——2,268
70,127(5)

——4,857
150,178(5)

——5,000
195,950(6)

Magid M. Abraham, Ph.D.——8,694
276,991(2)

——96,667
3,056,611(7)

——65,250
2,063,205(7)

——9,981
308,613(5)

——70,000
2,307,900(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——6,137
195,525(2)

——8,333
265,489(2)

——
26,256(4)

837,041(3)

——6,695
207,009(5)

——8,750
270,550(5)

——3,460
106,983(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——3,750
119,475(2)

——1,839
58,591(2)

——8,333
265,489(2)

——
13,261(4)

422,761(3)

——1,542
47,679(5)

——8,750
270,550(5)

——3,806
117,682(5)

Christiana Lin——500
15,930(2)

——5,000
159,300(2)

——2,231
71,080(2)

——8,333
265,489(2)

——
12,775(4)

407,267(3)

——1,652
51,080(5)


44


NameOption AwardsStock Awards
Number of Shares Acquired on
Exercise (#)
Value Realized on Exercise
($)(1)
Number of Shares Acquired on
Vesting
(#)
Value Realized
on Vesting
($)
 ——6,250
193,250(5)

 ——3,628
112,178(5)

 5000173,400—
—
 5000183,950—
—
     
Kenneth J. Tarpey (retired August 28, 2014)  
——5,000
159,300(2)

 ——4,147
132,123(2)

 ——8,333
265,489(2)

 ——
16,833(4)

536,636(3)

 ——2,381
73,621(5)

 ——8,750
270,550(5)

 ——1,262
39,021(5)

 ——6,205
243,174(6)

 ——
2,381(14)

93,311(6)

 ——
8,750(14)

342,913(6)

 ——
1,262(14)

49,458(6)

 ——
8,333(14)

326,570(6)

 ——
6,277(14)

245,996(6)

(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)

The value realized on vesting is calculated by multiplying the number of shares vestingof stock or units by the market value of the underlying shares on the vesting date.

(2)

The awards reported in this row include (a) 24,989 common shares that were fully vested on the date 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.

2018Non-Qualified Deferred Compensation Table

Name

  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)		   

Bryan Weiner

  Deferred Common
Shares (3)		   —    —    (244,892)   —    360,591 

(1)

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 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)

This column reflects the 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 multiplying

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 numberearlier 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.

(10) 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 $32.79 per share at market close as listed by the NASDAQ Global Market on March 31, 2014.
(11) 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 $35.48 per share at market close as listed by the NASDAQ Global Market on June 30, 2014.
(12) 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 $36.41 per share at market close as listed by the NASDAQ Global Market on September 30, 2014.
(13) 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 $46.43 per share at market close as listed by the NASDAQ Global Market on December 31, 2014.
(14) Accelerated vesting of restricted stock units in connection with executive officer's retirement effective August 28, 2014 pursuant to terms of the Transition Agreement between the company and Mr. Tarpey dated May 5, 2014 (the "Transition Agreement").
POTENTIAL

PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

Potential Payments Upon Termination
We have

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.


45


Each agreement provides that if, priorfollowing discussion discloses the amounts Mr. Wiener would have been entitled to receive upon a change in control or termination of our Company,employment occurring as of December 31, 2018.

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:

(i) payment of all accrued but unpaid vacation, expense reimbursements, wages and other benefits due under our compensation plans, policies and arrangements;
continuingarrangements (the “Accrued Amounts”); (ii) reimbursement of continuation healthcare (COBRA) premiums (or an equivalent cash distribution if the severance period exceeded the permitted COBRA participation period) for two years; 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 24 Months Following a
Change of Control

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 AwardPro-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 AccelerationApro-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

receive (i) all Accrued Amounts; (ii) reimbursement of COBRA premiums (or an equivalent cash distribution if histhe severance period exceeds the permitted COBRA participation period) until the earlier of the expiration of the specified severance period or the date that he becomes covered under a similar plan.
The following table identifies the severance period specifiedfor two years; and (iii) two times Mr. Livek’s annual base salary, payable over two years in the Agreements for each named executive officer, except Mr. Tarpey who retired effective August 28, 2014:
Name and Principal PositionSeverance Period
Serge Matta2 years
Magid M. Abraham, Ph.D.2 years
Gian M. Fulgoni1.5 years
Melvin Wesley III6 months for first 2 years as CFO, then 1.25 years
Cameron Meierhoefer1 year
Christiana Lin1 year
Change in Control of the Company
Each of the Agreements also provides thataccordance with our normal payroll practices (or if such termination on or within 12 months afterfollowing a change of control, in control of our Company, the named executive officer’s employment is terminated without cause, or such named executive officer resigns for good reason, then, subject to his compliance with certain post-employment covenants, he would be eligible to receive the following payments and benefits:
payment of all accrued but unpaid vacation, expense reimbursements, wages and other benefits due under our plans, policies and arrangements;
a lump sum payment (less applicable withholding taxes) equal to a specified change in control multiple (as identified insum).

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

reimbursement of COBRA premiums (or an equivalent cash distribution if his severance period exceeds the permitted COBRA participation period) until the earlierfirst anniversary of the expiration of a specified severance period (as identified in the table above for each such named executive officer) or the date that such he becomes covered under a similar plan.
The following table identifies the change in control multiple specified in the agreements for each named executive officer:

Name and Principal PositionChange of Control Multiple
Serge Matta2x
Magid M. Abraham, Ph.D.2x
Gian M. Fulgoni1.5x
Melvin Wesley III1.25x
Cameron Meierhoefer1x
Christiana Lin1x

46


Further, each of the Agreements with Messrs. Matta, Wesley, and Meierhoefer and Ms. Lin provides that if each such named executive officer remains employed by or continues to provide services to us through the one-year anniversary of a change of control or (b) we terminate Mr. Livek without cause or Mr. Livek resigns for good reason on or within 12 months following a change of our Company,control, then, in each case, all of hisMr. Livek’s outstanding and unvested equity awards held as of the date of a change of control will vest in full.The agreements

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.his primary workplace of more than 50 miles.

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
Change of Control

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 AwardPro-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 AccelerationNone.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 following table estimatesdiscussion discloses the value of any accelerated vesting of any outstanding equity awards thatamounts Ms. Hofstetter would have been dueentitled to each named executive officer (with the exception of Mr. Tarpey who retired effective August 28, 2014) in connection with a change of control of our Company, assuming the change of control occurred on December 31, 2014.
Name
Market Value of Accelerated Equity (net of exercise price, if any)(1)
Serge Matta
      —(2)
Magid M. Abraham, Ph.D.
10,445,868(3)(4)
Gian M. Fulgoni
3,126,643(3)
Melvin Wesley III
      —(2)
Cameron Meierhoefer
      —(2)
Christiana Lin
      —(2)
(1)Based on an assumed fair market value per share of our common stock of $46.43, which was the closing price of our common stock as reported by the NASDAQ Global Market on December 31, 2014.
(2)Each of the agreements with Messrs. Wesley, Matta and Meierhoefer and Ms. Lin provides that if each such named executive officer remains employed by or continues to provide services to us through the one-year anniversary of a change of control of the Company , all of such named executive officer’s outstanding and unvested equity awards as of the date of such change of control would then become vested in full.
(3)Dr. Abraham and Mr. Fulgoni are parties to Severance and Change of Control Agreements whereby each named executive officer’s outstanding and unvested equity awards become vested in fullreceive upon a change of control of the Company.
(4)The referenced amount includes the acceleration of 145,000 unvested performance-based restricted stock and restricted stock units held by Dr. Abraham as of December 31, 2014. Of such amount, 28,352 restricted stock units related to overachievement of pre-established targets were subsequently canceled in 2015 as the components of 2014 performance awards did not satisfy the vesting criteria required to earn such shares.  Excluding these shares, the market value of accelerating the outstanding and unvested equity awards of Dr. Abraham as of December 31, 2014 would have been $9,129,484.

47


Termination of Employment Not in Connection with a Change in Control
The following table estimates the payments, benefits, and the value of any accelerated vesting of any outstanding equity awards that would have been due to each named executive officer, with the exception of Mr. Tarpey who retired effective August 28, 2014, in the event that his or her employment had been terminated (other than in connection with a change in control of comScore) without cause or if such executive officer resigns with good reason, assuming the termination of employment occurred onoccurring as of December 31, 2014.
2018.

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. Fulgoni562,500
21,012
3,126,643(4)
Melvin Wesley III160,000
6,555
—
Cameron Meierhoefer353,000
21,402
—
Christiana Lin333,000
21,139
—
(1)

Severance Benefit

Salary

Time of Termination or Resignation

Prior to be paid at a rate equal to such named executive officer’sChange of Control

On or Within 24 Months Following a
Change of Control

Cash Severance

The sum of Ms. Hofstetter’s (A) annual base salary then in effect, for the duration of a specified severance period, to beand (B) target short-term incentive award, paid periodicallyover one year in accordance with our normal payroll policies.

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.
(2)Current Year Short-Term Incentive AwardCOBRA/Insurance paymentsPro-rata portion based on actual performance through the end of the applicable year, paid at the time short-term incentive awards are estimatedpaid to other senior executives.

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 monthsdays that have elapsed from the date of coverage for which we are contractually obligated and the current estimated premium costs.

grant.

Full acceleration.
(3)Performance-Based Equity AccelerationBased on an assumed fair market value per share of our common stock of $46.43, which was the closing price of our common stock as reported by the NASDAQ Global Market on December 31, 2014.
(4)Dr. Abraham and Mr. Fulgoni are parties to Severance and Change of Control Agreements whereby each named executive officer’s outstanding and unvested equity awards become vested in full upon a termination of employment without cause or by the named executive officer for good reason.
(5) The referenced amount includes the acceleration of 145,000 unvested performance-based restricted stock and restricted stock units held by Dr. Abraham as of December 31, 2014. Of such amount, 28,352 restricted stock units related to overachievement of pre-established targets were subsequently canceled in 2015 as the components of 2014 performance awards did not satisfy the vesting criteria required to earn such shares.  Excluding these shares, the market value of accelerating the outstanding and unvested equity awards of Dr. Abraham as of December 31, 2014 would have been $9,129,484.
Termination of Employment in Connection with a Change in Control
The following table estimates the payments, benefits, and the value of any accelerated vesting of any outstanding and unvested equity awards that would have been due to each named executive officer, with the exception of Mr. Tarpey who retired effective August 28, 2014, in the event that his or her employment had been terminated in connection with or within 12 months of a change in control of comScore without cause or if such executive officer resigns with good reason, assuming the termination of employment occurred on December 31, 2014.
 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. Fulgoni562,500
21,012
3,126,643(6)
Melvin Wesley III400,000
16,387
464,300(4)
Cameron Meierhoefer353,000
21,402
3,114,107(4)
Christiana Lin333,000
21,139
2,878,753(4)
(1)Gross amount of lump sum payment (prior to payment of applicable withhold taxes).
(2)COBRA/Insurance payments are estimatedApro-rata portion based on the number of monthsdays that have elapsed from the date of coverage for which we are contractually obligated andgrant will remain outstanding subject to attainment of the current estimated premium costs.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.

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)Based on an assumed

Represents the fair market value per share of our commonunvestedSign-On RSUs, the vesting of which would have accelerated if Mr. Wiener were terminated without cause or a change of control were consummated. Also represents the fair market value of unvestedSign-On PSUs; however, because the stock of $46.43, which was the closing price of our common stockhurdles were not achieved as reported by the NASDAQ Global Market onof December 31, 2014.2018, no value is attributed to suchSign-On PSUs.

(4)Each

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 agreements with Messrs. Matta, Wesleytarget amount of unvested performance-based restricted stock unit awards, which would be eligible to become earned subject to actual performance through the end of the applicable performance period.

(6)

Represents the fair market value of (i) unvested time-based restricted stock unit awards and Meierhoefer and Ms. Lin provides that(ii) the target amount of performance-based restricted stock unit awards, the vesting of which would have accelerated if each such named executive officer remainsMr. Wiener were terminated without cause or resigned for good reason on or within 24 months after a change of control.

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 continuescontinued to provide services to usthe company through theone-year anniversary of a change in control of comScore, allcontrol.

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 named executive officer’s outstandingamount assuming the termination occurred on December 31, 2018.

(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 equitytime-based restricted stock unit awards and (ii) the target amount of performance-based restricted stock unit awards, the vesting of which would accelerate if Ms. DiBattiste were terminated without cause or resigned for good reason on or within 12 months after a change of control.

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 in full.

(5) Assuming a change of control to occur on December 31, 2014 with a fair market value of $46.43, no portion of the Special Market-Based Equity Awards would accelerate. In March, 2015, two of the four tranches of the restricted stock unit portion of the Special Market-Based Equity Awards vested and two of the four tranches of the options became exercisable, with 59,591 restricted stock units and 241,676 options remain unvested.
(6)Dr. Abraham and Mr. Fulgoni are parties to Severance and Change of Control Agreements whereby each named executive officer’s outstanding and unvested equity awards become vested in fullor payable solely upon a change in control of comScore.control.


48


(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.

(7)(3)The referenced

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 includespayable if Ms. Hofstetter elected continuation healthcare coverage under COBRA for the accelerationfull severance period.

(5)

Represents the fair market value of 145,000(i) apro-rated portion of unvested time-based restricted stock unit awards, the vesting of which would have accelerated if Ms. Hofstetter were terminated without cause or resigned for good reason absent a change of control, and (ii) apro-rated portion of the target amount of unvested performance-based restricted stock and restricted stock units held by Dr. Abraham asunit awards, which would be eligible to become earned subject to actual performance through the end of December 31, 2014. Of such amount, 28,352 restricted stock units related to overachievement of pre-established targets were subsequently canceled in 2015 as the components of 2014applicable performance awards did not satisfyperiod.

(6)

Represents the vesting criteria required to earn such shares.  Excluding these shares, thefair market value of accelerating(i) unvested time-based restricted stock unit awards and (ii) the outstanding and unvested equitytarget amount of performance-based restricted stock unit awards, the vesting of Dr. Abraham aswhich would have accelerated if Ms. Hofstetter were terminated without cause or resigned for good reason on or within 24 months after a change of control.

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 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

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, 20142018.

(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 have been $9,129,484.accelerate if Mr. Rostock were terminated without cause or resigned for good reason on or within 12 months after a change of control.

Chief Financial Officer Departure

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.

Forremainingone-half of which is payable in a further discussionlump sum in March 2020 (representing one year of base salary and one year of annual incentive opportunity), subject to certain mitigation provisions, (ii) a target bonus for 2019 of $65,000, subject to achievement of applicable performance goals and payable at the time bonuses are paid to other executives (representing a portion of Mr. Wiener’s annual incentive opportunity for his service through March 31, 2019), (iii) reimbursement of the agreementscost of continued health coverage under our group health plans pursuant to COBRA for a period of up to 18 months, (iv) reimbursement of up to $50,000 of legal expenses in connection with negotiating the Wiener Separation Agreement, (v) accelerated vesting of 61,335 outstanding restricted stock units (representing his sign-on award and a portion of his 2018 long-term incentive award) and (vi) satisfaction of the service requirement with respect to 36,347 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 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.

PAY RATIO DISCLOSURE

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.



49

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

   —                                         —                                         — 
  

 

 

   

 

 

   

 

 

 

Total

   2,790,098       $17.49    6,585,928 
  

 

 

   

 

 

   

 

 

 

(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.



CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Policies and Procedures for Transactions with Related Persons

Related personParties

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.

Indirect or indirect material interest.

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.

After considering all such facts and circumstances, ourreview, if deemed appropriate, the disinterested members of the Audit Committee and our Board of Directors determine whether approval or ratification ofwill approve the related personparty transaction (except that, if the transaction is in our best interests. For example, if our Audit Committee determinesproposed to be, or was, entered into on terms less favorable to the company than terms that the proposed terms of a related person transaction are reasonable and at least as favorable as could have been obtained fromreached with an unrelated third parties, itparty, approval will recommend to our Boardbe obtained by unanimous approval of Directors that suchthe disinterested members of the Board). A related party transaction will not be approved or ratified. In addition, if the transaction would render a director no longer independent and would cause less than a majority of the Board to meet our director independence requirements. Whenever practicable, the reporting, review and approval will occur prior to entry into the related person transaction will compromise the independence of one of our directors or nominees for director,party transaction. If advance review is not practicable, our Audit Committee may recommend that our Board of Directors rejectratify the transaction if it could affect our ability to comply with securities laws and regulations or NASDAQ listing requirements.
Of the transactions described below, the employment arrangement with Ms. Abraham and several of the indemnification agreements were entered into priorrelated party transaction. Prior to the Board’s adoption of oura written related party transaction policy, the Audit Committee previously reviewed and approved or ratified related party transactions pursuant to the Audit Committee charter. Accordingly, each of those transactions were approved by disinterested members of our Board of Directors after making a determination that the transaction was executed on terms no less favorable than those we could have obtained from unrelated third parties.
The policies and procedures described above for reviewing and approving related person transactions are not in writing. However, the charter for our Audit Committee provides that one of the committee’s responsibilities is to review and approve in advance any proposed related person transactions.

Transactions and Relationships with Directors, Officers and Five Percent Stockholders

We believe that there has not been any other transaction or series of transactions during 2014 to which we were or are to be a participant in which the amount involved exceeds $120,000 and in which any director, nominee for director, executive officer or holder of more than five percent of our common stock, or members of any such person’s immediate family, had or will have a direct or indirect material interest, otherRelated Parties

Other than compensation described indisclosed under “Director Compensation” or “Executive Compensation” or “Director Compensation” elsewhere in this proxy statement and asthe transactions described below.

Linda Boland Abraham
Since our inception in 1999, Linda Boland Abraham, the spouse of Dr. Magid M. Abraham, our Executive Chairman of our Board of Director and former Chief Executive Officer, has been employed in various management positions with us. Most recently, Ms. Abraham has served as our Executive Vice President, Global Development. Duringbelow, we believe there were no other related party transactions (as defined above) during the year ended December 31, 2014, Ms. Abraham received an award2018.

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.

Commercial Agreements
During 2014, The Proctor & Gamble Company purchased $3.1 million in services from the Company. Ms. Lewis, a member of our Board of Directors, was an executive officer of The Proctor & Gamble Company until her retirement from that position in December 2014. Ms. Lewis did not have direct authority over The Proctor & Gamble Company contracts with the Company,

50


nor did she receive direct material benefit from any such transactions. The sales were made in the ordinarynormal course of business, we provide WPP and its affiliates with services amongst our different product lines and receive services from WPP and its affiliates supporting our data collection efforts. In 2018, our transactions with WPP and its affiliates resulted in approximately $10.9 million of revenue and $11.5 million of expense.

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.

We havehas been employed by the company since May 2017. During 2018, he received salary and incentive compensation of approximately $142,000, in addition to the standard benefits that he receives as an employee of the company.

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.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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. Henderson24,925
*
William Katz25,517
*
Ronald J. Korn 
37,748
*
Joan M. Lewis—
*
All directors and executive officers as a group (twelve persons)(12)
1,982,558
4.9%

51


*

Represents less than 1% of the outstanding shares of common stock.Common Stock.

(1)

The information provided in this table is based on ourcompany records, information supplied to us by our executive officers, directors and principal stockholders and information contained in Schedules 13D and 13G and Forms 4 filed with the SEC.

(2)

This information is derived solely from the Schedule 13D13D/A filed with the SEC on April 7, 2015. Each of WPP plc and6, 2018. Shares are owned directly by Cavendish Square Holding B.V. (“Cavendish”), which is a wholly-owned subsidiary of WPP plc have shared voting power and shared dispositive powerthat WPP plc owns indirectly through a series of 6,076,978 shares.holding companies. WPP plc is an indirect beneficial owner of the reported securities. The address for WPP plc is 27 Farm Street, London, unitedUnited Kingdom W1J 5RJ. The address for Cavendish Square Holding B.V. is Laan op Zuid 167, 3072 DB Rotterdam, Netherlands.

(3)

This information is derived solely from the Schedule 13G/A filed with the SEC on February 13, 2015.8, 2019. PRIMECAP Management Company has sole voting power of 3,470,360for 7,406,860 shares and sole dispositive power of 4,150,532for 8,645,532 shares. The address for PRIMECAP Management Company is 225 south Lake Ave.177 E. Colorado Blvd., #400,11th Floor, Pasadena, CA 91101. .91105.

(4)

This information is derived solely from the Schedule 13G/A13G filed with the SEC on February 10, 2015. Blackrock, Inc.14, 2019. Robert G. Moses is the managing member of RGM Capital, LLC, which serves as the general partner of, and exercises investment discretion over the accounts of, a number of investment vehicles. Each of RGM Capital, LLC and Robert G. Moses has soleshared voting power of 3,351,333 shares and sole dispositive power of 3,426,390for 4,364,820 shares. The address for Blackrock, Inc.each of RGM Capital, LLC and Robert G. Moses is 55 East 52nd Street, New York, NY 10022.9010 Strada Stell Court, Suite 105, Naples, FL 34109.

(5)

This information is derived solely from the Schedule 13G/A13G filed with the SEC on February 11, 2015. The Vanguard Group13, 2019. Abigail P. Johnson is a director, the Chairman and the Chief Executive Officer of FMR LLC. Abigail P. Johnson has sole dispositive power for 3,541,388 shares. FMR LLC has sole voting power of 46,879for 361,084 shares and sole dispositive power of 2,259,712, and shared dispositive power of 43,579for 3,541,388 shares. The address for the Vanguard GroupFMR LLC is 100 Vanguard Blvd., Malvern, PA 19355.245 Summer Street, Boston, Massachusetts 02210.

(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 743,46811,390 shares subject to restricted stock units that are scheduled to vest within 60 days of April 25, 2019.

(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 immediately exercisable or exercisablecurrently exercisable.

(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 1, 2015. Additionally, includes 8,75025, 2019.

(15)

Includes 39,464 shares subject to a right of repurchase held by us pursuant to avested restricted stock agreement.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.

(16)
(7)

Includes 33,947 shares held indirectly by spouse of which 6,250 shares are subject to a right of repurchase held by us pursuant to a restricted stock agreement.

(8)Includes 8,750 shares subject to a right of repurchase held by us pursuant to a restricted stock agreement.
(9)Includes 166,309735,574 shares subject to options or SARs that are immediatelycurrently exercisable or exercisableand 58,326 shares subject to restricted stock units that are scheduled to vest within 60 days of April 1, 2015.25, 2019.

(10)    Includes 166,309 shares subject to options that are immediately exercisable or exercisable within 60 days of April 1, 2015. Additionally, includes 6,250
shares subject to a right of repurchase held by us pursuant to a restricted stock agreement.
(11)    Includes 166,309 shares subject to options that are immediately exercisable or exercisable within 60 days of April 1, 2015. Additionally, includes 6,250
shares subject to a right of repurchase held by us pursuant to a restricted stock agreement.
(12)    Includes 1,318,809 shares subject to options that are immediately exercisable or exercisable within 60 days of April 1, 2015. Includes 41,250 shares
subject to a right of repurchase held by us pursuant to restricted stock agreements.

SECTION 16(A)16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

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.


Date FiledFormName(s) of Filer(s)Description
February 21, 20144Magid Abraham
Filing related to transaction originally occurring on February 14, 2014.

March 5, 20144
Magid Abraham

Filing related to transaction originally occurring on February 28, 2014.

March 19, 2014 and April 1, 2014

4
Magid Abraham
Serge Matta
Gian Fulgoni
Christiana Lin
Kenneth Tarpey
Cameron Meierhoefer
Filing related to transaction originally occurring on March 14, 2014.
April 14, 20144
Magid Abraham
Cameron Meierhoefer
Filing related to transaction originally occurring on April 9, 2014.
April 30, 20144
Christiana Lin
Cameron Meierhoefer
Filing related to transaction originally occurring on April 27, 2014.
August 5, 20144Cameron Meierhoefer
Filing related to transaction originally occurring on July 30, 2014.

August 22, 20144/AKenneth TarpeyAmended Form 4 related to transaction originally occurring on August 15, 2014.


52



PRINCIPAL ACCOUNTING FEES AND SERVICES

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 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.

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 for Fiscal Years 2013 and 2014

Services

The following table sets forth a summary of the fees billed to us by Ernst & 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.

(In thousands)

Name

  2018   2017 

Audit fees

  $            6,474    $            9,500  

Audit-related fees

   122     —  

Tax fees

   68     313  

All other fees

   —     —  
  

 

 

   

 

 

 

Total fees

  $6,664    $9,813  
  

 

 

   

 

 

 

All of the services described in the following fee tabletables above were approved by the Audit Committee.


Name2013
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.
Committee except for the tax fees for Deloitte in 2017, as those fees were incurred prior to engaging Deloitte as our independent auditor. The Audit Committee meets regularly with 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.

Pre-Approval Policies and Procedures

Our Audit Committee has adopted, and our Board 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.



53



AUDIT COMMITTEE REPORT

The Audit Committee is 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.

As described more fully in its charter, the purpose of the Audit Committee is to 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.

Company management is responsible for the preparation, presentation and integrity of our financial statements as well as our financial reporting process, accounting policies, internal audit function, internal accounting controls and disclosure controls and procedures. Our independent registered public accounting firm is responsible for performing an independent audit of our consolidated financial statements in accordance with standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”) and 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.
2018.

The Audit Committee has:

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, Communications with Audit Committees, as currently in effect and as adopted by the Public Company Accounting Oversight Board; and

received from Ernst & Young LLP, disclosures and a letter regarding their independence as requiredunder the applicable requirements of the Public Company Accounting Oversight Board requesting Ernst & Young LLP’s communicationPCAOB; and

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.

Deloitte.

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

Ronald J. Korn, Chairman
William J. Henderson
Joan M. Lewis

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 referenceinto any filing under the Securities Act of 1933 or the Securities Exchange Act of1934, and shall not otherwise be deemed filed under these acts, except to the extentwe specifically incorporate by reference into such filings.



54



PROPOSALS TO BE VOTED ON

PROPOSAL NO. 1


ELECTION OF DIRECTORS


Two

Our stockholders are being asked to elect the three nominees named in this proxy statement as Class IIIII 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.

Our Nominating and Governance Committee recommended, and our Board of Directors has nominated:

William J. Henderson,nominated, Joanne Bradford, Dale Fuller and
Ronald J. Korn
Robert Norman for election as 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.

Shares represented by the accompanying proxy will be voted for the election of the nominees recommended by the Board 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.

The 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.

Comscore.

Required Vote

The 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.

outcome of this proposal.

Recommendation of Our Board of Directors

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OFTHE ABOVEMENTIONED NOMINEES AS CLASS II DIRECTORS PURSUANT TOPROPOSAL NO. 1.


* * * * *


55



PROPOSAL NO. 2

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.

PROPOSAL NO. 3

RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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.

Brokernon-votes will have no effect on the outcome of this proposal.

Recommendation of Our Board of Directors

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR”PROPOSAL NO. 2.


* * * * *


56


PROPOSAL NO. 3

ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
We are seeking the advisory, non-binding approval of our stockholders with respect to the compensation awarded to our named executive officers for 2014.
Our named executive officer compensation program, as described on pages 18-49 of this proxy statement, is structured around the following goals: to attract and retain top talent; to promote business performance accountability; to promote individual performance accountability; and to align stockholder interests with those of our management team. Our compensation plans are designed to motivate and reward employees for achievement of positive business results and also to promote and enforce accountability.
We believe that our executive compensation program effectively balances short-term and long-term incentive, cash and equity elements, and fixed and contingent payments. We apply our compensation philosophy using both quantitative and qualitative standards to incentivize our named executive officers and reward them for achieving the following goals:
develop a culture that embodies a passion for our business and a drive to achieve and exceed established goals and objectives;
provide leadership to the organization to maximize the results of our business operations;
lead us by demonstrating forward thinking in the operation, development and expansion of our business; and
effectively manage organizational resources to derive the greatest value possible from each dollar invested.
Overall, our approach is designed to link the compensation of our named executive officers to the following: the achievement of short-term and long-term goals and objectives; their willingness to challenge and improve existing policies and structures; and their capability to take advantage of unique opportunities and overcome difficult challenges within our business.
The Company requests stockholder approval of the compensation of comScore’s namedexecutive officers for the year ended December 31, 2014, as disclosed pursuant toSEC rules, including the Compensation Discussion and Analysis, the executivecompensation tables, and related narrative disclosures included in this proxystatement.
Required Vote
You may vote for or against this foregoing Proposal No. 3, or you may abstain. Approval of this proposal requires the affirmative “FOR” vote of a majority of the shares present in person or represented by proxy at our 2015 Annual Meeting and entitled to vote thereon. Abstentions will have the same effect as a vote against this proposal. Because this vote is advisory, it will not be binding upon our Board of Directors. However, our Board of Directors and our Compensation Committee will consider the outcome of the vote, along with other relevant factors, in evaluating its executive compensation program.
Recommendation of Our Board of Directors
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS YOU VOTE “FOR”PROPOSAL NO. 3.


* * * * *


57



OTHER INFORMATION

Other Matters to be Presented at the Annual Meeting

We do not know of any matters to be presented at our 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.

Security Holder Communication with Board Members

Any holder of our common stock may contact the Board, 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.








58


ANNUAL MEETING OF STOCKHOLDERS OF

COMSCORE, INC.

June 10, 2019

PROXY VOTING INSTRUCTIONS

July 21, 2015

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

- e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.amstock.comwww.astfinancial.com to enjoy online access.


LOGO

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

LOGO        Please detach along perforated line and mail in the envelope providedIF you are not voting via the Internet.        LOGO

LOGO  LOGOLOGO

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  LOGO

FORAGAINSTABSTAIN

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)

LOGO  Joanne Bradford

LOGO  Dale Fuller

LOGO  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:  LOGO

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: 

LOGO

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.

LOGO

ANNUAL MEETING OF STOCKHOLDERS OF

COMSCORE, INC.

June 10, 2019

GO GREEN

e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access.

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS:
MATERIALS:

The Notice of Meeting, Proxy Statement, Proxy Card, and Annual Report

are available at http://www.astproxyportal.com/ast/25890


Please sign, date and mail

your proxy card in the

envelope provided as soon

as possible.


LOGO Please detach along perforated line and mail in the envelope provided.LOGO

LOGO      LOGOLOGO

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  LOGO

FORAGAINSTABSTAIN

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)

LOGO  Joanne Bradford

LOGO  Dale Fuller

LOGO  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:   LOGO

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 StockholderDate: Signature of Stockholder  Date: 

LOGO

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.

LOGO




























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


JUNE 10, 2019

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, 2015June 10, 2019 and accompanying Proxy Statement and hereby appoints Magid M. AbrahamGregory Fink and Serge Matta,Ashley Wright, or one of them, proxies and attorneys-in-fact,, each with full power of substitution,, to represent the undersigned at the Annual Meeting of Stockholders of comScore, Inc.Comscore, Inc. to be held on July 21, 2015June 10, 2019 at 11:1510:00 a.m., local time at the Company's office at 11950 Democracy Drive,1818 Library Street, Suite 600,500, Reston,, Virginia 2019020190 and at any adjournment or postponement thereof,, and to vote all shares of Common Stock of the Company held of record by the undersigned as of the close of business on June 5, 2015April 25, 2019 as hereinafter specified upon the proposals listed, and with discretionary authority upon such other matters as may properly come before the meeting.


The Company's Annual Reportmeeting.

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. 1 to Annual Report on Form 10-K/A for the year ended December 31, 2014 accompanies this Notice of Annual Meeting of StockholdersFOR Proposals 2 and Proxy Statement. These documents can also be accessed at http://www.astproxyportal.com/ast/25890.


3.

(Continued and to be signed on the reverse side)

⬛  1.114475  ⬛





ANNUAL MEETING OF STOCKHLDERS OF
COMSCORE, INC.
July 21, 2015