UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

the Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

COMSCORE, INC.

(Name of Registrant as Specified In Itsin its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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PRELIMINARY COPY – SUBJECT TO COMPLETION – DATED APRIL 14, 2023

11950 Democracy Drive,

Suite 600

Reston, Virginia 20190

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 30, 2018

To the Stockholders of comScore, Inc.:JUNE 15, 2023

Notice is hereby given that the 2018 Annual Meeting2023 annual meeting of Stockholdersstockholders (the “2018“2023 Annual Meeting”) of comScore, Inc. (the “Company”“company,” “Comscore,” “we” or “our”) will be held at the Hyatt Regency Reston,Carr Workplaces, located at 1800 Presidents1818 Library Street, Suite 500, Reston, Virginia 20190 on Wednesday, May 30, 2018,June 15, 2023, at [•],10:00 a.m. Eastern Time for the following purposes:

Stockholders of record at the close of business on April 13, 201817, 2023 are entitled to notice of, and to vote at, the 20182023 Annual Meeting or any adjournment or postponement thereof. The presence, in person or represented by proxy, of a majority of shares of the Company’s Common Stock issued and outstanding shares of our Common Stock and Series B Preferred Stock (on an as-converted basis) on the record date will be required to establish a quorum at the 20182023 Annual Meeting. Where a separate vote

by a class or series of stock is required, the holders of a majority in voting power of issued and outstanding shares of such class or series entitled to vote on such matter, present in person or represented by proxy, shall constitute a quorum with respect to such matter.

We are furnishing our proxy materials to 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 April 13, 201817, 2023 will receive a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) 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 April 20, 2018.[●], 2023.

Your vote is very important. Whether or not you plan to attend the 20182023 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 statement entitled “Questions and Answers About the 20182023 Annual Meeting and Procedural Matters” and the instructions in the Notice of Internet Availability. If you are a stockholder of record of the Company’scompany’s Common Stock or Series B Preferred Stock, you may cast your vote by proxy or in person at the annual meeting.2023 Annual Meeting. If your shares are held by a bank, broker or other nominee, you should instruct such nominee on how to vote your shares.

Thank you for your continued support of comScore.Comscore.

Important Notice Regarding the Availability of Proxy Materials

for the Stockholder Meeting to Be Held on June 15, 2023

This proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2022 are available at:

https://materials.proxyvote.com/[●]

COMSCORE, INC.

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 30, 2018JUNE 15, 2023

Table of Contents

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COMSCORE, INC.

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 30, 2018

This proxy statement and our Annual Report on Form10-K for the year ended December 31, 2017 are available at www.astproxyportal.com/ast/25890.JUNE 15, 2023

In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission (“SEC”), we are pleased to provide access to our proxy materials over the Internet to 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 April 20, 2018.[●], 2023. 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 bye-mail or in printed form by mail. If you elect to receive future proxy materials bye-mail, you will receive ane-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 bye-mail or printed form by mail will remain in effect until you terminate it. We encourage you to elect to receive future proxy materials bye-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 being made available or distributed to stockholders beginning on or about April 20, 2018.[●], 2023.

QUESTIONS AND ANSWERS ABOUT THE 20182023 ANNUAL MEETING

AND PROCEDURAL MATTERS

Q:	Who is entitled to vote at the 20182023 Annual Meeting?

If you hold your shares are held bythrough 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 20182023 Annual Meeting. However, because a beneficial owner is not the

stockholder of record, you may not vote these shares in person at the 20182023 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 20182023 Annual Meeting.

By Telephone or Internet – Stockholders of record may vote by telephone or the Internet by following the instructions on the Notice of Internet Availability.Availability to access the proxy materials. If you are a beneficial owner of Common Stock or Series B Preferred 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 mailMail – Stockholders of record may request a paper proxy card from comScoreComscore 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. comScoreComscore 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 20182023 Annual Meeting?

AbstentionsStockholders are counted as present at the meeting if (1) they are present in person at the 2023 Annual Meeting or (2) they have properly submitted a proxy. In addition, cast abstentions and brokernon-votes (which are described below) are counted as present and entitled to vote for purposes of determining whether a quorum is present. At the close of business on the Record Date, there were [●] shares of Common Stock issued and outstanding and entitled to vote and 82,527,609 shares of Series B Preferred Stock issued and outstanding and entitled to vote (representing 80,952,378 shares of Common Stock on an as-converted voting basis) at the 2023 Annual Meeting. Therefore, the presence of the holders of at least [●] shares of Common Stock (on an as-converted basis) is required to establish a quorum at our 2023 Annual Meeting,

and the presence of the holders of at least 41,263,805 shares of Series B Preferred Stock is required to establish a quorum for matters that require an additional, separate class vote by holders of Series B Preferred Stock.

Q:

Proposal No. 4 – Approval of 2018 Equity and Incentive Compensation Plan		Affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote		No
Proposal No. 5 – Approval of Amendment to Amended and Restated Certificate of Incorporation to Increase Number of Shares of Common Stock Authorized for Issuance		Affirmative vote of a majority of shares outstanding and entitled to vote		Yes
Proposal No. 6 – Ratification of Appointment of Independent Registered Public Accounting Firm		Affirmative vote of a majority of shares of capital stock present in person or represented by proxy and entitled to vote		Yes

You may vote “FOR,” “AGAINST” or “ABSTAIN” on the proposals to approve, bynon-binding advisory vote, executive compensation (Proposal No. 2), to approve the 2018 Equity and Incentive Compensation Plan (Proposal No. 4), to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of shares of Common Stock authorized for issuance (Proposal No. 5), and to ratify the appointment of Deloitte & Touche LLP as the Company’sour independent registered public accounting firm (Proposal No. 3), to approve an amendment to the 2018 Plan (Proposal No. 4), to approve the Certificate of Designations Amendment (Proposal No 5), to approve the Certificate of Incorporation Amendment (Proposal No. 6) and to approve the Share Issuance (Proposal No. 7). An abstention has the same effect as a vote against these proposals.

You may vote “EVERY YEAR,” “EVERY 2 YEARS,” “EVERY 3 YEARS” or “ABSTAIN” on the proposal to recommend, bynon-binding advisory vote, whether the advisory vote on executive compensation should occur every year, every two years or every three years (Proposal No. 3). An abstention has the same effect as a vote against this proposal.

All shares entitled to vote and represented by properly executed proxies received prior to the 20182023 Annual Meeting (and not revoked) will be voted at the 20182023 Annual Meeting in accordance with the instructions indicated.

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. 5 and Proposal No. 6,3, but do not have discretion to vote onnon-routine matters, such as Proposal No. 1, Proposal No. 2, Proposal No. 34, Proposal No. 5, Proposal No. 6 and Proposal No. 4.7, which results in a “broker non-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. 5 and Proposal No. 63 and on any other routine matters properly presented for a vote at the 20182023 Annual Meeting.

Brokernon-votes will be counted for purposes of calculating whether a quorum is present at the 20182023 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 negatively 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, Proposal No. 3, Proposal No. 4 and Proposal No. 6)7). With respect to Proposal No. 5 and Proposal No. 6, a brokernon-vote has the same effect ofas a vote against the proposal.

In the past, if you held your shares in street name and you did not indicate how you wanted your shares voted in the election of directors, your bank, broker or other nominee was allowed to vote those shares on your behalf in the election of directors at their discretion. Under current applicable regulations, your bank, broker or other nominee 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 onnon-binding advisory proposals related to executive compensation. Thus, if you hold your shares in street name and you do not instruct your bank, broker or other nominee how to vote on these or othernon-routine matters, no votes will be cast on your behalf. Your bank, broker or other nominee will, however, continue to have discretion to vote any uninstructed shares on the ratification of the appointment of comScore’s As discussed above, 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 on non-routine matters, such as the remaining proposals. Thus, if you hold your shares in street name and you do not instruct your bank, broker or other nominee how to vote on these or other non-routine matters, no votes will be cast on your behalf. Your bank, broker or other nominee will, however, continue to have discretion to vote any uninstructed shares on the ratification of the appointment of Comscore’s independent registered public accounting firm and other routine matters.

Q:	Can I change my vote?

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 20182023 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 20182023 Annual Meeting and voting in person.

If a bank, broker or other nominee beneficially holds your shares in street name and you wish to attend the 20182023 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.

Similarly, if a holder of Series B Preferred Stock holds such shares that, in the aggregate, represent voting rights with respect to more than 16.66% of the company’s Common Stock (the “Voting Threshold”), such

holder will not be permitted to exercise the voting rights with respect to any shares of Series B Preferred Stock held by them in excess of the Voting Threshold and the company shall exercise the voting rights with respect to such shares of Series B Preferred Stock in excess of the Voting Threshold in a neutral manner.

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.

In addition, forFor a stockholder proposal to be considered for inclusion in our proxy statement for the 20192024 annual meeting of stockholders, the proposal must comply with all the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) 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, Attn: Ashley Wright, no later than December 21, 2018,[●], 2023, 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’sComscore’s Corporate Secretary at our principal executive offices at 11950 Democracy Drive, Suite 600, Reston, Virginia 20190, Attn: Ashley Wright, or by accessing comScore’sComscore’s filings on the SEC’s website at www.sec.gov.www.sec.gov. All notices of proposals by stockholders, whether or not to be considered for inclusion in comScore’sComscore’s proxy materials, should be sent to comScore’sComscore’s Corporate Secretary at our principal executive offices.

Q:

Q:	Who can help answer my questions?

DIRECTORS, DIRECTOR NOMINEES, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors, Director Nominees and Executive Officers

The names of our directors and 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 andor skills that led to the conclusion that each director should serve on our Board of Directors (“Board”).Board. This information is as of March 15, 2018.April [●], 2023.

Executive Officers and Executive Director

William (Bill) LivekJonathan (Jon) Carpenter has served as our Chief Executive Officer since July 2022 and was our Chief Financial Officer and Treasurer from November 2021 to July 2022. Mr. Carpenter previously served as Chief Financial Officer of Publishers Clearing House, a direct marketing and media company, from June 2016 until November 2021. Prior to Publishers Clearing House, he served in divisional CFO roles for Nielsen Company, Sears Holdings and NBC Universal. He began his career with General Electric in the GE Financial Management Program. Mr. Carpenter holds a bachelor’s degree in economics from the University of Vermont.

David Algranati has served as our Chief Innovation Officer since August 2022. Dr. Algranati was our Chief Product Officer from May 2019 to August 2022 and our Senior Vice President, Product Management from January 2016 to May 2019. He previously served as Senior Vice President, Product Innovation and Custom Research at Rentrak Corporation from July 2011 until our merger with Rentrak in January 2016. Prior to Rentrak, he held various roles with Simmons Market Research and Experian. Dr. Algranati holds a bachelor’s degree in political science from The George Washington University, master’s degrees in statistics and public policy from Carnegie Mellon University, and a doctorate in statistics and public policy from Carnegie Mellon University.

Mary Margaret Curry has served as our Chief Financial Officer and Treasurer since July 2022 and as our Chief Accounting Officer since December 2021. Ms. Curry joined Comscore in 2011 and has served in roles of increasing scope and responsibility since then, including as Global Tax Director (August 2011 to July 2015),

Senior Director of Global Tax Compliance and Reporting (July 2015 to May 2018), Vice President of Tax and Treasury (May 2018 to November 2020) and Senior Vice President and Controller (November 2020 to December 2021). Prior to joining Comscore, she spent nine years with KPMG. Ms. Curry holds bachelor’s and master’s degrees in accounting from East Carolina University and is a Certified Public Accountant.

Gregory (Greg) Dale has served as our Chief Operating Officer since August 2022 and was our General Manager, Digital from December 2021 to August 2022. Mr. Dale previously served as Chief Operating Officer of Shareablee, Inc., a social media marketing analytics company, from July 2018 through our acquisition of Shareablee in December 2021. Prior to Shareablee, he was Chief Operating Officer of Persado, an artificial intelligence-based marketing content platform, from April 2016 to February 2018. Mr. Dale previously held senior roles with Comscore from 1999 to 2016, and prior to that, worked with data and analytics firm Information Resources, Inc. He holds a bachelor’s degree from Purdue University.

Non-Executive Directors

Nana Banerjee has served as Chairman of the Board since July 2022 and as a director since March 2021. Dr. Banerjee has served as a senior advisor to the CEO of Cerberus Capital Management, a private equity firm, since September 2021. He also serves on the Board of multiple Cerberus portfolio companies. From March 2020 to September 2021, he served as a Senior Managing Director of Cerberus Global Technology Solutions. Dr. Banerjee brings extensive experience in leading, innovating and scaling analytics and technology businesses globally. Prior to joining Cerberus, he served as the President and CEO of McGraw-Hill, an education solutions company, and a member of its board of directors from April 2018 to October 2019. From September 2012 to March 2018, he was Group President and an Executive Officer of Verisk Analytics, a data analytics company, with responsibility for its high-growth businesses as well as oversight responsibility for its joint data and development environment and its centralized AI and advanced analytics organizations. He joined Verisk as part of its acquisition of Argus Information and Advisory Services, where he was CEO, and co-president and chief operating officer in prior roles. In other prior roles, Dr. Banerjee served as head of Citibank’s credit card business in the United Kingdom and as vice president of marketing and analytics at GE Capital. Dr. Banerjee has a Ph.D. in applied mathematics from the State University of New York, a M.S. degree in mathematics from the Indian Institute of Technology, Delhi, and a B.S. degree with honors in mathematics from St. Stephens College, Delhi. Dr. Banerjee’s extensive experience in analytics and technology enable him to bring valuable perspective to our Board.

Itzhak Fisher has served as a director since March 2021. Mr. Fisher is the Chairman and founder (2014 to present) of Pereg Ventures, a venture capital fund that invests in B2B information services businesses across the United States and Israel. Previously, he served as the EVP of global product, strategy and business development at Nielsen, as founder and Executive Chairman of Trendum, and as President and CEO of RSL Communications, where he built a telecommunications company that operated in over 20 countries and generated more than $1.5 billion in revenues. Mr. Fisher received a B.S. in Computer Science from New York Institute of Technology and completed advanced studies in computer science at New York University. He served on the board of directors of SITO Mobile from June 2017 to July 2018. His other affiliations include the Strategic Advisory Group, Goldman Sachs; Advisory Board, NYU Courant Institute of Mathematical Sciences; and President’s Council, Tufts University. Mr. Fisher brings to our Board substantial experience in creating, operating and investing in digital, media and retail companies.

Leslie Gillin has served as a director since January 2023. Ms. Gillin is Chief Growth Officer of Pagaya Technologies, a financial technology company, where she oversees global growth strategy, business development, marketing, public relations and external communications. She joined Pagaya in October 2021 from JPMorgan Chase, where she served as Chief Marketing Officer of the firm (December 2019 to April 2021) and prior to that was President of Chase’s CoBrand Cards Services (February 2017 to December 2019). Ms. Gillin has also held senior executive leadership positions at Bank of America, Citi and MBNA, including leadership roles in Canada and Europe. She has been recognized as a Top 50 Women Leaders by Women We Admire in

2022, as one of 2022’s Top 25 Women Leaders in Financial Technology by The Financial Technology Report, honored as a Woman of the Year 2022 by The Stevie Awards’ Women in Business and a Top 25 CMO to Watch by Business Insider in 2020. Ms. Gillin serves on the board of directors of Establishment Labs, a Nasdaq-listed women’s biotech company, and has served on the board of The Ad Council, MasterCard UK Forum, the Philadelphia International Council of the Arts, The Please Touch Museum and the Delaware Bankers Association. She holds a degree in international relations and Spanish from the University of Delaware and also attended the University of Salamanca. Ms. Gillin brings a strong background in buy-side media analytics, marketing and financial services to our Board.

David Kline has served as a director since March 2021. Mr. Kline is Executive Vice President at Charter Communications, a communications and media company, and President of Spectrum Reach, the advertising sales division of Charter. Mr. Kline joined Charter in 2015 and provides strategic leadership to guide the company in both the traditional and advanced TV advertising space. Mr. Kline joined Charter from Visible World (now FreeWheel), where he served as President and COO directing their household addressable sales and programmatic advertising efforts. Earlier in his career, he served as President and COO of Cablevision Media Sales (now Altice Media Solutions) for more than 17 years. Mr. Kline serves on the board of directors for the Video Advertising Bureau and private companies Ampersand, Blockgraph (where he was appointed Chairman in April 2022) and Canoe. He received a B.A. in a personalized study program focusing on marketing, finance, accounting and management from Ohio State University. Mr. Kline is a pioneering leader in the traditional and advanced TV advertising space and brings valuable relationships and perspective to our Board.

Pierre Liduena has served as a director since April 2021. Mr. Liduena is Group Vice President, Business Development at Charter Communications, a communications and media company, where he manages strategic partnerships for Charter. Prior to this he was Vice President, Corporate Development at Charter, where he managed M&A and Corporate Ventures activities. Prior to joining Charter in 2012, Mr. Liduena worked at UBS in the Technology, Media & Telecom investment banking group, and at EY in the Audit and Transaction Advisory groups. Mr. Liduena holds a Master in Management from EDHEC Business School in France, and an M.B.A. from the Wharton School of the University of Pennsylvania. In addition, he is a graduate of the Cable Executive Management program at Harvard Business School. Mr. Liduena brings to our Board financial expertise and substantial M&A and industry experience.

William (Bill) Livek has served as our Vice Chairman since January 2016. Mr. Livek was our Chief Executive Officer from November 2019 to July 2022 and our President from January 2016 to May 2018. He previously served as Vice Chairman and Chief Executive Officer of Rentrak Corporation, a media measurement and consumer targeting company, from June 2009 until the Company’s acquisition ofour merger with Rentrak in January 2016. From December 2008 until June 2009,Prior to Rentrak, Mr. Livek was founder and Chief Executive Officer of Symmetrical Capital, an investment and consulting firm. From February 2007 until December 2008, he wasfirm; Senior Vice President, Strategic Alliances and International Expansion, of Experian Information Solutions, Inc., a provider of information, analytical and marketing services,services; and wasco-President of Experian’s subsidiary Experian Research Services from October 2004Services. Mr. Livek has served on the board of directors of the Advertising Research Foundation (“ARF”) since July 2022, and prior to February 2007.that was a member of the ARF board of trustees. He holds a B.S. degree in Communications Radio/Television from Southern Illinois University. Mr. Livek brings substantial industry experience and audience measurement expertise to our Board.

Gregory A. FinkKathleen (Kathi) Love has served as our Chief Financial Officer and Treasurer since October 2017 and previously served as 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. Mr. Fink holds a B.S. in Business Administration with an accounting emphasis from San Diego State University and is a Certified Public Accountant.

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 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 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. 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.

Christopher Wilson has served as our Chief Revenue Officer since June 2017. Mr. Wilson previously served 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 the Company’s merger with Rentrak in January 2016. Mr. Wilson holds a Bachelor’s Degree in Broadcast Communications from Southern Illinois University, Carbondale.

Daniel Hess has served as our Chief Product Officer since January 2018. Mr. Hess previously served as our Executive Vice President, Products from September 2016 to December 2017. Prior to joining the Company, Mr. Hess served as an investor in and advisor tostart-ups in digital media and marketing, software service ande-commerce. Previously, Mr. Hess served as Chief Corporate Development Officer of Rewards Network, a loyalty marketing and financial services company, from January 2014 to December 2014. Prior to that, Mr. Hess was Chief Executive Officer, Director andCo-Founder of Local Offer Network, Inc., a technology and marketing services company, from January 2010 to October 2013. Mr. Hess holds a B.A., Psychology from the University of Rochester.

Joseph Rostock has served as our Chief Information Officer since September 2017, and as our Chief Information and Technology Operations Officer since January 2018. Mr. Rostock 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 cloud-based analytics platform provider, from 2013 to 2017. 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.

Non-Executive Directors

Gian M. Fulgoni, one of ourco-founders, has served as Chairman Emeritus of our Board since November 2017. Dr. Fulgoni previously served as our Chief Executive Officer from August 2016 to November 2017, Chairman Emeritus from March 2014 to August 2016, and Executive Chairman from September 1999 to March 2014. Dr. Fulgoni has served on the board of directors of PetMed Express, Inc., an online retailer, since 2002 and previously served on its board from August 1999 to November 2000. Dr. Fulgoni holds an honorary Doctor of Science and an M.A. in Marketing from the University of Lancaster and a B.Sc. in Physics from the University of Manchester. As aco-founder of the Company with substantial industry experience, Dr. Fulgoni is a valued asset to our Board.

Dale Fullerhas served as a director since March 2018. Mr. Fuller hasApril 2019. Ms. Love is currently the CEO of Motherwell Resources LLC, a company devoted to management consulting and executive coaching. Prior to founding Motherwell in 2013, Ms. Love served as Chairmanthe President and CEO of GFK MRI (formerly Mediamark Research). MRI produced audience ratings for the consumer magazine industry in the United States, along with offering a projectable database on the demographics, attitudes, activities and buying behaviors of the BoardU.S. consumer. MRI also developed and sold various software products. In 2018, Ms. Love was inducted into the Market Research Council Hall of DirectorsFame. Prior to joining MRI, Ms. Love held executive positions at The New York Times, EMAP Publishing and The Magazine Publishers of MobiSocial, Inc.,America. She has been an adjunct or guest instructor at Rutgers University, Brooklyn College and Queens College. Ms. Love holds a Stanford-based technology startup, since January 2013. He previously served on the Board of Directors of Quantum Corporation,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 data storagePh.D. in psychology and systems manufacturer, from 2014 to 2016, Chairmanis a professional certified executive coach (PCC) and a member of the Supervisory Board of AVG Technologies N.V., an Internet security and privacy software company, from 2009 to 2016, and President and Chief Executive Officer of MokaFive, a venture-backed software company, from 2008 to 2013. 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.

Jacques Kerrest has served as a director since June 2017. Mr. Kerrest has 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 boards of directors of several public companies. Mr. Kerrest received his Master of Science Degree from Faculté des Sciences Économiques in Paris, France, and a Masters of Business Administration 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.

Michelle McKenna-Doyle has served as a director since October 2017. Ms. McKenna-Doyle has served as Senior Vice President and Chief Information Officer of the National Football League since September 2012.International Coach Federation (ICF). She has served on the board of directors of RingCentral, Inc., a leading providerthe Advertising Research Foundation, The Media Behavior Institute and the Market Research Council, of global enterprise cloud communications and collaboration solutions, since March 2015, and Quotient Technology, a digital promotions and media company, since October 2017.which she is past President. She previously servedsits on the board of directorsthe Associate Alumnae of Insperity, Inc., a professional employer organization, from April 2015 to August 2017.    Ms. McKenna-Doyle holds a B.S. in Accounting from Auburn UniversityDouglass College and an MBA fromserves as the Crummer Graduatetreasurer and on the investment committee. She also uses her coaching skills during pro bono work at the Atlas School of Business at Rollins College. She was formerly licensed as a Certified Public Accountant in the State of Georgia. Ms. McKenna-Doyle brings global technology management and senior leadership experience to our Board.for Autism.

Wesley NicholsMartin (Marty) Patterson has served as a director since October 2017. Since January 2017, he has servedMarch 2021. Mr. Patterson currently serves as a Board Partner at Upfront Ventures, a venture capital firm. Mr. Nichols was the Senior Vice President, Strategy of Neustar, Inc., a global provider of real-time information services and analytics, from December 2015 until February 2017. Mr. Nicholsco-founded MarketShare, LLC, a provider of advanced analytic solutions and software, in 2005 and served as its Chief Executive Officer from January 2005 until its acquisition by Neustar in December 2015. Mr. Nichols has served on the board of directors of BJ’s Restaurants, Inc. since December 2013, and the board of directors of TrueCar, Inc., an automotive pricing and information website, since November 2016. He holds a B.A. from Randolph-Macon College and an M.A. from Johns Hopkins University. Mr. Nichols brings extensive experience in the technology and analytics industries to our Board.

Paul Reilly has served as a director since October 2017. Mr. Reilly served as an Executive Vice President of Arrow Electronics,Liberty Media Corporation, Qurate Retail, Inc. through his retirement in January 2017,, Liberty TripAdvisor Holdings, Inc. 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.Liberty Broadband Corporation. He has servedbeen with Liberty Media Corporation, a media, communications and entertainment company, and its predecessors since 2010. Mr. Patterson currently serves as a director of Cabot Microelectronics Corporation,Skyhook Wireless, Inc. and was formerly a chemical mechanical planarization company, since March 2017, and Assurant, Inc., an insurance company, since June 2011.director of Ideiasnet S.A. He has a B.S. in Accountingreceived his B.A. from St. John’s UniversityColorado College and is a Certified Public Accountant.CFA Charterholder. Mr. ReillyPatterson brings financial expertise and operational experience to our Board.Board extensive experience identifying and evaluating investment opportunities in the technology, media and telecommunications sectors.

Brent D. Rosenthalhas served as Lead Director since July 2022 and as a director since January 2016. He served as Chairman of the Board from April 2018 to July 2022. Mr. Rosenthal is the Founder of Mountain Hawk Capital Partners, LLC.,LLC, an investment fund focused on small and microcap equities in the technology, media, telecom (TMT) and food industries. Mr. Rosenthal has been the Lead Independent Director/Non-Executive Chairman of the board of directors of RiceBran Technologies a food company, since July 2016.2016 and served as an advisor to the board of directors and executive management of FLYHT Aerospace from December 2019 to June 2020 and as a member of the FLYHT Aerospace board of directors since June 2020. He has alsoserved on the board of directors of OmniLit Acquisition Corp. since April 2023. He previously served on the board of directors of SITO Mobile, Ltd., a mobile location-based media platform, since from August 2016 to July 2018, and asNon-Executive Chairman of its board of directors sincefrom June 2017.2017 to 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 MBAM.B.A. from the S.C. Johnson Graduate School of Management at Cornell University. He is an inactive Certified Public Accountant. Mr. Rosenthal brings to our Board financial expertise and experience in the media industry.and information industries.

Bryan WienerBrian Wendling has served as a director since October 2017.March 2021. Mr. Wendling is Chief Accounting Officer and Principal Financial Officer of Liberty Media Corporation, Qurate Retail, Inc. and Liberty Broadband Corporation. He currently serves as Executive Chairmanis also Senior Vice President and Chief Financial Officer of 360i, a digital marketing agency,Liberty TripAdvisor Holdings, Inc. Mr. Wendling has held various positions with these companies and their predecessors since 1999. Prior to joining these companies, he worked in the assurance practice of the accounting firm KPMG. Mr. Wendling has previously served as CEOon the boards of Fun Technologies Inc. and CommerceHub, Inc. He also serves on the board of Clothes to Kids of Colorado. He received his Bachelor of Science degree in accounting from 2005 to 2013. Prior to that,Indiana University. Mr. Wiener wasCo-CEOWendling brings over 25 years of Innovation Interactive, the privately held parent company of 360iaccounting, public reporting and digital media SaaS provider IgnitionOne, from 2004 until it was acquired by Dentsu in 2010. Mr. Wiener’s experience in the digital media and marketing industry allows him to bring valuable perspective and operationalcompliance experience to our Board.

Agreement with Starboard Value LP

Messrs. Nichols, Reilly and Wiener and Ms. McKenna-Doyle were each appointed to our Board in 2017 pursuant to an agreement we entered into on September 28, 2017 with Starboard Value LP and certain of its affiliates (collectively, “Starboard”). Pursuant to the agreement with Starboard and as previously disclosed, Messrs. Nichols, Reilly and Wiener and Ms. McKenna-Doyle have been nominated for election at the 2018 Annual Meeting.

Board Structure, Composition and Leadership

Our Board is presentlycurrently composed of nine10 directors and is divided into three classes (Class I, Class II and Class III) with staggered three-year terms. As previously announced, Gian Fulgoni is retiring fromAt the Board at the 2018 Annual Meeting and is not standing forre-election. Upon Dr. Fulgoni’s retirement, the size of the Board will be reduced from nine to eight directors. Because we have not held an annual meeting for the election of directors since our 2015 annual meeting, at the 20182023 Annual Meeting, our stockholders will elect: (A) three Class III directors to serve for terms expiring at our 2019 annual meeting of stockholders, (B) twoelect four Class I directors to serve for terms expiring at our 20202026 annual meeting of stockholders, and (C) three Class II directors to serve for terms expiring at our 2021 annual meeting of stockholders, in each case, to hold office until their respective successors have been duly elected and qualified.

As discussed in more detail below, the Board has determined that nine of our 10 current directors are independent under applicable standards. The Company’saverage Board tenure of our directors is approximately three years, and the average age of our directors is 56. We asked our directors to voluntarily disclose their race, ethnicity and gender identity. Of the responses we received, three of our current directors are considered diverse (one with respect to race/ethnicity and two with respect to gender).

The following matrix sets forth diversity statistics regarding the members of our Board.

Stockholders Agreement

On March 10, 2021, we entered into a Stockholders Agreement (“SHA”) with Charter Communications Holding Company, LLC (“Charter”), Qurate Retail, Inc. (“Qurate”) and Pine Investor, LLC (“Pine,” and together with Charter and Qurate, the “Investors”) in connection with the Investors’ purchase of our Series B Preferred Stock. Under the SHA, we agreed to take all necessary action to ensure that our Board includes two designees of each Investor and that certain committees of the Board are constituted as set forth in the SHA. In accordance with the SHA, David Kline and Pierre Liduena were designated by Charter, Marty Patterson and Brian Wendling were designated by Qurate, and Nana Banerjee and Itzhak Fisher were designated by Pine. For the avoidance of doubt, it is our understanding that Dr. Banerjee, Mr. Liduena and Mr. Patterson, who serve on our Audit Committee, are not executive officers of Pine, Charter or Qurate, respectively. Pursuant to the SHA, we are

obligated to take all necessary action (to the extent not prohibited by applicable law) to cause the Board to nominate each Investor’s designee(s) for election until such time as such Investor beneficially owns a certain percentage of Series B Preferred Stock or Voting Stock (as defined in the SHA) as set forth in the SHA.

Board Leadership

Our governance framework provides the Board with flexibility to select the appropriate Board leadership structure for the Company.company. In making leadership structure determinations, our Board considers many factors, including the specific needs of the Companycompany and what is in the best interests of the Company’sour stockholders. The Company may have, at the discretion of the Board, a Chief Executive Officer and a Chairman of the Board. While the Board does not currently have a formal policy on whether the role of the Chief Executive Officer and Chairman of the Board should be separate, since 2016 the Board has selectedelected its Chairman from among the independent non-employee directors, and anticipates that if the Chairman is notdirectors.

Dr. Banerjee, an independent non-employee director, the Board would designate a lead independent director. As a result of recent retirements and departures, we do not currently have a Chief Executive Officer orserves as Chairman of the Board. However,Mr. Rosenthal, also an independent director and a Disinterested Director (as defined above), currently serves as Lead Director with responsibility for coordinating meetings and duties of the Board has formed a CEO Search Committee to directDisinterested Directors, among other things. We believe this structure is appropriate for the search for a new Chief Executive Officercompany at this time, based on the current composition of our Board and the Board anticipates appointing a Chairmandiverse interests of the Board from among its current directors concurrent with the conclusion of its search for a new Chief Executive Officer.our stockholders.

Standing Committees of the Board of Directors

Our Board has a standing Audit Committee, Compensation Committee and Nominating and Governance Committee. OurIn addition to the standing committees, the Board has appointed two special committees (the Finance and Acquisitions Committee and the Growth Committee) to identify and evaluate financing, M&A, business development and growth opportunities as delegated by the Board. The Board and its committees meet regularly throughout the year and also hold special meetings and act by written consent from time to time as appropriate. Our

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 of our Board operates under a written charter approved by ourthe Board, each of which is available under “Corporate Governance” on the Investor Relations section of our website at www.comscore.com.www.comscore.com. Our Board has delegated various responsibilities and authority to its standing committees as generally described below.

Audit Committee.Committee. We have a separately-designatedseparately designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934.Act. The Audit Committee’s responsibilities include appointing and overseeing the work of our independent auditors, reviewing the adequacy and effectiveness of our system of internal controls, and reviewing and discussing with management and the independent auditors the Company’scompany’s annual audited financial statements and quarterly unaudited financial statements.statements, and overseeing the company’s enterprise risk management activities and legal and regulatory compliance programs. Among other things, the Audit Committee is charged with setting the overall corporate tone for quality financial reporting, sound business risk practices and ethical behavior.

Our Audit Committee met seven times (including telephonic meetings, but not including actions by written consent) during 2022. The Audit Committee is currently composed of Nana Banerjee (Chair), Pierre Liduena, Kathi Love and Marty Patterson. For the avoidance of doubt, it is our understanding that Dr. Banerjee, Mr. Liduena and Mr. Patterson are not executive officers of Pine, Charter or Qurate, respectively. The Board has determined that each member of Mr. Kerrest, Ms. McKenna-Doyle and Mr. Reilly arethe Audit Committee is an “audit committee financial experts”expert” as defined under SEC rules. Designation or identification of a person as an audit committee financial expert does not impose any duties, obligations or liability that are greater than the duties, obligations or liability imposed on such person as a member of the Audit Committee and the Board in the absence of 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 and Nasdaq and SEC rules and regulations. Our Audit Committee met 23 times (including telephonic meetings) during 2017.

Compensation Committee.Committee. The Compensation Committee reviewsCommittee’s responsibilities include reviewing and approves and/approving or recommendsrecommending to our Board the compensation and benefits forof our executive officers administersand non-employee directors,

administering our incentive compensation and equity compensation plans, reviewing and establishesdiscussing with management our activities related to corporate culture and reviews generaltalent development, and making recommendations to the Board regarding compensation-related policies relating to compensation and benefits for our employees. Ourprocedures. The Compensation Committee may 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).

Our Compensation Committee met 10 times (including telephonic meetings, but not including actions by written consent) during 2022. The Compensation Committee is currently composed of Kathi Love (Chair), Nana Banerjee, Leslie Gillin, David Kline and Brian Wendling. We believe that the composition and functioning of our Compensation Committee complies with all applicable requirements of the Sarbanes-Oxley Act of 2002 and Nasdaq and SEC rules and regulations. Our Compensation Committee met 13 times (including telephonic meetings) during 2017.

Nominating and Governance Committee.Committee. The Nominating and Governance Committee is responsible for, among other things, reviewingCommittee’s responsibilities include evaluating the composition and size of theour Board, determining criteria for Board membership, identifying and recommending candidates for Board membership, overseeing annual Board and ensuring thatcommittee evaluations, recommending to the Company hasBoard a management succession plan, and follows appropriatereviewing and overseeing our corporate governance standards.policies and procedures.

Our Nominating and Governance Committee met 12 times (including telephonic meetings, but not including actions by written consent) during 2022. The Nominating and Governance Committee is currently composed of Itzhak Fisher (Chair), Pierre Liduena, Marty Patterson and Brent Rosenthal. 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 and Nasdaq and SEC rules and regulations. The Nominating and Governance Committee met eight times (including telephonic meetings) during 2017.

Risk Management

Our Board has an active role, as a whole and also at the committee level, in overseeing management of our company’s risks. OurThe Board 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 (including cybersecurity) and compliance risks, including our enterprise risk management program, and receives quarterly reports from our Chief Compliance Officer regarding compliance and regulatory risks. 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 evaluates risks associated with the independence and composition of our Board, our 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 is regularly informed about such risks through committee reports, attendance at committee meetings and otherwise.

Board of Directors and Committee Meeting Attendance

Our Board met 3813 times (including telephonic meetings)meetings, but not including actions by written consent) during 2017.2022. Each of our current directors attended at least seventy-five percent (75%)75% of the aggregate of (i) the total number of meetings held by the Board during the period in 20172022 for which he or she was a director and (ii) the total number of meetings held by each standing committeeall committees of the Board on which such individual served during the period in 20172022 for which he or she served as a committee member.

IndependentThe independent and non-management members of theour Board regularly meet in executive session without management present.

Annual Meeting Attendance

We encourage, but do not require, our directorsDirectors are expected to attend our annual meeting of stockholders. Threestockholders absent extraordinary circumstances. All of our eight then-servingthen-current directors attended our 20152022 annual meeting of stockholders, which was the last annual meeting of stockholders held by the Company.stockholders.

Director Nomination Process and Qualifications

Our Nominating and Governance Committee identifies director nominees by first reviewing the appropriate skills, qualifications and experience required of directors, as well as the composition of the Board as a whole, taking into consideration our obligations under the SHA. 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.

Since 2019, our Board has also maintained a policy to promote diversity among the members nominated for election to the Board. The Board believes that a diverse membership with varying perspectives and breadth of experience is an important attribute of a well-functioning Board, and diversity (based on factors commonly associated with diversity such as race, ethnicity, nationality, gender identity and expression, sexual orientation, religion and disability, as well as on broader principles such as diversity of perspective and experience) is one of the elements the Nominating and Governance Committee considers when identifying and evaluating the composition of the Board. Pursuant to the Board diversity policy, when conducting a director candidate search or otherwise identifying potential director candidates to fill one or more vacancies or newly created directorships on the Board, the Nominating and Governance Committee has committed to include among the individuals it identifies as potential candidates at least one diverse candidate.

Within the framework described above, the Nominating and Governance Committee evaluates the current members of our Board who are willing to continue in service.service. Current members with skills and experience that are important to our business and who are willing to continue in service are considered for nomination.nomination. If any member of the Board does not wish to continue in service, or if the Nominating and Governance Committee or Board decides not to nominate a member forre-election, the committee identifies the desired skills and experience of a new nominee or, where appropriate, considers whether to reduce the size of the Board.Board. Current members of the Board and senior management are then asked for their recommendations. We have also engaged third-party search firms from time to time to identify and evaluate potential nominees.

As discussed under “Board Structure, Composition and Leadership – Stockholders Agreement,” the Investors have certain rights to designate director nominees in accordance with the SHA. The Nominating and Governance Committee has also considered (and will continue to consider)considers nominees recommended by other stockholders, and anyusing the same criteria described above. 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:

While our Nominating and Governance Committee has not established specific minimum qualifications for director candidates, the committee evaluates individual director candidates based upon a number of criteria, including:

We believe that our Board represents a desirable mix of backgrounds, skills, and experience, and that our directors share the personal attributes of effective directors described above.While we do not have a formal written policy on director diversity, the Nominating and Governance Committee and our Board also consider diversity when reviewing the overall composition of our Board, and considering the slate of nominees for election to our Board and the appointment of individual directors to our Board.Diversity, in this context, includes factors such as experience, specialized expertise, geographic location, cultural background, gender and ethnicity.

Director and Director Nominee Independence

OurThe Board has determined that each of Messrs. Fuller, Kerrest, Nichols, Reilly,Nana Banerjee, Itzhak Fisher, Leslie Gillin, David Kline, Pierre Liduena, Kathi Love, Marty Patterson, Brent Rosenthal and Wiener and Ms. McKenna-DoyleBrian Wendling is independent under theSEC rules of the SEC and Nasdaq listing standards. Our Board also determined that each of William Engel, Russell Fradin, Lisa Gersh, Mark Harris, William Henderson, Ronald Korn, Joshua Peirez and Susan Riley was independent under the rules of the SEC and Nasdaq listing standards during his or her service as a director in 2017. Therefore, each member of the Audit Committee, Compensation Committee and Nominating and Governance Committee during 20172022 was, and each current member is, independent in accordance with those rules and standards.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 2017.2022 and continues to be so composed. In determining the independence of our directors, our Board considered all transactions in which we and any director had any interest, including those involving payments made by us to or from companies in the ordinary course of business where any of our directors (oror their immediate family members)members serve on the board of directors or as a memberin management or advisory roles, payments made in connection with our acquisition of Shareablee, current and prior employment relationships of the executive management team.directors or their immediate family members, and compensation for service in Board leadership roles.

Compensation Committee Interlocks and Insider Participation

During 2017, Mr. HendersonIndependent directors Nana Banerjee, David Kline, Kathi Love and Mr. FradinBrian Wendling served as members of the Compensation Committee until their resignation as directors and members of the Compensation Committee in September 2017. The Compensation Committee was reconstituted in October 2017, with Paul Reilly, Wesley Nichols, Susan Riley and Brent Rosenthal appointed as members. Ms. Riley resigned as a director and member of the Compensation Committee in March 2018.

during 2022. No person who served as a member of the Compensation Committee during 20172022 was an officer or employee of the Companyour company during such year or a prior year. Mr. Fradin, who served on the Compensation Committee until September 2017, previously served as Executive Vice President, Corporate Development of the Company from June 2000 to June 2004.

In 2017,Moreover, none of our executive officers served on the board of directors or compensation committee of any entity that had one or more of its executive officers serving on our Board or Compensation Committee.Committee during 2022.

Mr. Wendling serves as an executive officer of Qurate. In 2022, we recognized revenue of approximately $0.9 million from transactions with Qurate and its affiliates in the normal course of business.

Code of Business Conduct and Ethics

We haveOur Board has adopted a Code of Business Conduct and Ethics that applies to all directors, officers and employees of the Company,company, including our principal executive officer, principal financial officer and principal accounting officer or controller.officer/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 section onof our website at www.comscore.com. Wewww.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 officer/controller by posting such information on the same website.

Reporting and Non-Retaliation Policy

Our Board has adopted a reporting and non-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 has adopted written Corporate Governance Guidelinescorporate governance guidelines that set forth key principles thatto guide its actions, including:

Stock Ownership Guidelines forNon-Employee DirectorsDirector Resignation Policy

Our Board has adopted written 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).

Board Diversity Policy

As described above, our Board has adopted a policy to promote diversity among the members nominated for election to the Board. Pursuant to this policy, when conducting a director candidate search or otherwise identifying potential director candidates to fill one or more vacancies or newly created directorships on the Board, the Nominating and Governance Committee has committed to include among the individuals it identifies as potential candidates at least one diverse candidate. The Nominating and Governance Committee reviews the Board diversity policy and its effectiveness annually.

Compensation Policies

Stock Ownership Guidelines forNon-Employee Directors

Our Board has adopted stock ownership guidelines to further align the interests of ournon-employee directors with thelong-term interests of our stockholders.Eachnon-employeedirectors and executive officers with those of our stockholders. Under the guidelines, each director on our Board is expected to hold a number ofown shares of our Common Stock with a value equal to 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 retainerbase 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. Equity award holdings that qualify toward satisfaction of the guidelines include shares underlying vested stock options (less the value of the aggregate exercise price), restricted stock and restricted stock units (“RSUs”), and deferred stock units. Awards subject to performance conditions are not counted until such awards are earned. 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 that provides for servicerecovery of executive compensation in the event of an accounting restatement, fraud, error or egregious conduct. Our clawback policy provides that, upon recommendation from the Compensation Committee, (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, 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; (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; and (iv) the Board will seek to recover from an executive officer who engages in egregious conduct (as defined below) any compensation that the Board reasonably deems appropriate. For purposes of part (iv), which was added in 2020 in response to stockholder feedback, “egregious conduct” includes an executive officer’s felony conviction, theft or embezzlement, illegal drug use, material breach of an employment agreement, gross negligence or willful misconduct, breach of fiduciary duty, willful refusal to perform assigned duties, or material breach of our code of conduct or other policies, including (but not limited to) conduct involving sexual harassment, prohibited relationships or unlawful discrimination.

Anti-Hedging and Pledging Policy

We maintain a robust anti-hedging and pledging policy, which prohibits our directors, executive officers, their family members and any entities they control from hedging and pledging Comscore equity securities as collateral for a loan or purchasing such securities on margin. More specifically, our policy prohibits covered persons from engaging in any type of hedging transaction with respect to Comscore equity securities, including but not limited to short sales, options (other than options pursuant to our incentive compensation plans), puts, calls, collars and other derivative securities, monetization transactions, prepaid variable forward contracts, equity swaps and exchange funds.

Insider Trading Policy and Preclearance Requirements

Our insider trading policy, which covers all directors, officers and employees of the company, prohibits the unauthorized disclosure of any nonpublic information acquired in the course of service with the company and the misuse of material nonpublic information in securities trading. The policy applies to all transactions involving Comscore securities or the securities of other companies as to which material nonpublic information is obtained in the course of service with Comscore. Moreover, the policy covers any arrangements that affect economic exposure to changes in the prices of these securities, including transactions in derivative securities (such as put or call options), hedging transactions and short sales. The policy also prohibits trading or tipping based on material nonpublic information. We maintain quarterly trading blackout periods for all directors, officers and designated employees, and we require our directors, officers and employees with access to sensitive information to obtain preclearance for any transaction in Comscore securities, even during open trading windows. These individuals are also prohibited from engaging in transactions in publicly traded options, such as puts and calls, and other derivative securities with respect to Comscore securities (other than options, appreciation rights and other securities issued pursuant to our benefit plans or compensatory arrangements). This prohibition extends to any hedging or similar transaction designed to decrease the risks associated with holding Comscore securities.

Political Activity Policy

Our Board committee,has adopted a political activity policy that gives the Nominating and Governance Committee oversight over any lobbying and political activities conducted by our company. The policy states that such activities will be conducted for the purpose of promoting the commercial interests of the company as a whole, be in furtherance of the interests of our stockholders, and be in compliance with applicable laws, rules and regulations. The policy further provides that employees may not make or commit to maintain this minimum amountmake political contributions on behalf of stock ownership throughoutthe company, and we will not reimburse or otherwise compensate an employee for his or her tenure on the Board. Directors are expected to achieve the applicable level of ownership within five years of joining the Board.personal political contributions.

DIRECTOR COMPENSATION

Cash Retainers

During 2017,2022, ournon-employee directors were eligible to receive an annual cash retainer of $30,000$50,000 for their service on the Board, of Directors. Until November 7, 2017,and our Board Chair (Mr. Henderson until September 10, 2017, and Ms. Riley from September 10, 2017 until March 25, 2018)Chairman was eligible to receivefor an additional annual cash retainer of $120,000. On November 7, 2017,$150,000. Effective July 6, 2022, the Board approved a monthly cash stipend of $33,500 for the then-Board Chair (Ms. Riley), which temporarily replaced theappointed Mr. Rosenthal as Lead Director and established an additional annual cash retainer of $150,000 for such position. The Board’s approval of 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 periodic reporting requirements, and CEO transition.

role. Non-employee directors were also eligible to receive annual cash retainers for their service on certain Board committees, in 2017, as set forth below. Cash retainers were paid quarterly in arrears. The Special Committee was constituted on August 29, 2017,arrears and were prorated for directors who joined or left the CEO Search Committee was constituted on October 24, 2017. Annual cash retainers forBoard, a leadership role, or relevant committees during the Compensation Committee Chair and the Nominating and Governance Committee Chair were increased on November 7, 2017.year.

On

Equity Compensation

For the 2022-2023 director compensation term, which began on July 31, 2017, the Board approved a quarterly cash stipend of $50,000 for the then-Audit Committee Chair (Ms. Riley), which temporarily replaced the annual cash retainer for such position.

As described under Compensation Discussion and Analysis, we temporarily stopped granting equity awards to1, 2022, our directors and employees in 2016 as a result of our delay in filing periodic reports with the SEC. Furthermore, our 2007 Equity Incentive Plan expired by its terms in March 2017 and no new awards could be made thereunder. Consequently, ournon-employee directors did not receive any equity awards in 2017.

On November 7, 2017, the Board evaluated the compensation program fornon-employee directors and determined that it would be appropriate for eachwere eligiblenon-employee director to receive an annual restricted stock unit (“RSU”) awarda number of 8,320 RSUs which is equal to $250,000 divided by the closing market price of our Common Stock on November 7, 2017the date of grant. In light of declines in our stock price, however, our directors elected to reduce their compensation and use a price of $2.50 to determine the number of RSUs to award, rather than using the closing price on the date of grant ($30.05),2.04). This resulted in a significant reduction in the number of RSUs otherwise due to each director for the term. The Board elected to use the higher price in order to further align directors’ interests with those of our stockholders. The 2022-2023 RSUs, which were granted on July 6, 2022, will vest in full on the earliest of (i) June 30, 2023, (ii) the date of our 2023 Annual Meeting, and (iii) the date of a change in control of the company, subject to continued service on the Company having an effective equity planBoard through the applicable vesting date. Once vested, the RSUs will be deferred and settled in place and being able to make such awardsshares of Common Stock upon the earlier of a director’s separation from service or a change in accordance with applicable rules and regulationscontrol of the SECcompany.

As previously disclosed, in 2022 Mr. Rosenthal also received the remainder of his RSU award for a prior compensation term. This award, which was granted on March 15, 2022, vested in full on the date of our 2022 annual meeting of stockholders and will be settled in shares of Common Stock upon the termsearlier of Mr. Rosenthal’s separation from service or a change in control of the company.

Additional Compensation Reduction (after December 31, 2022)

On February 22, 2023, in furtherance of our previously announced efforts to improve cost efficiency and conditionsalign resources with strategic priorities, the Board determined to implement an additional reduction in director compensation effective March 1, 2023. The Board’s action included a reduction of any applicable Companymore than 30% in the target value of annual equity plan. The RSU awards would be prorated for directors who joined(from $250,000 to $170,000), as well as a 50% reduction in the Lead Director retainer (from $150,000 to $75,000) and reductions in Audit Committee and Finance Committee retainers. On an annualized basis, the new program provides for a 26% reduction in total target compensation for the Board after July 1, 2017.relative to the previous program.

OtherDirector Compensation

On September 10, 2017, we entered into the following arrangements in connection with the resignation of Messrs. Engel, Fradin, Henderson and Korn (the “Resigning Directors”) from our Board:

The following table sets forth summary information concerning compensation for thenon-employee members of our Board in 2017. Employee directors were not compensated2022. Mr. Livek’s compensation for Board service in addition to their regular employee compensation.as a non-employee director following his retirement as our Chief Executive Officer is included under “Executive Compensation – Summary Compensation Table”

below. We reimbursedreimburse all of our directors for reasonableout-of-pocket expenses incurred in the performance of their duties as directors. Such expense reimbursements are not included as a component of compensation in the table below.

(12)	Mr. Korn resigned from the Board effective September 10, 2017. As of December 31, 2017, Mr. Korn did not hold any outstanding awardsStock, unvested RSUs with respect to 100,000 shares of our Common Stock.

(13)	Amount represents cash payment made in September 2017 in connection with Mr. Korn’s resignation from the Board.

(14)	Ms. McKenna-Doyle joined the Board on October 16, 2017. As of December 31, 2017, Ms. McKenna-Doyle did not hold any outstanding awards with respect to our Common Stock.

(15)	Mr. Nichols joined the Board on October 3, 2017. As of December 31, 2017, Mr. Nichols did not hold any outstanding awards with respect to our Common Stock.

(16)	Mr. Peirez joined the Board on June 9, 2017Stock, and resigned from the Board effective September 10, 2017. As of December 31, 2017, Mr. Peirez did not hold any outstanding awards with respect to our Common Stock.

(17)	Mr. Reilly joined the Board on October 3, 2017. As of December 31, 2017, Mr. Reilly did not hold any outstanding awards with respect to our Common Stock.

(18)	Ms. Riley joined the Board on June 9, 2017. As of December 31, 2017, Ms. Riley did not hold any outstanding awards with respect to our Common Stock.

(19)	As of December 31, 2017, Mr. Rosenthal held exercisable options with respect to 86,97419,425 shares of our Common Stock.

(20)(13)

Mr. Wiener joined Amount reflects an RSU award for the Board on October 3, 2017.2022-2023 term with a grant date fair value of $204,000, awarded July 6, 2022. As of December 31, 2017,2022, Mr. Wiener did not hold any outstanding awardsWendling held vested, deferred stock units with respect to 77,069 shares of our Common Stock and unvested RSUs with respect to 100,000 shares of our Common Stock.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

The following Compensation Discussion and Analysis (“CD&A”) provides information regarding ourWe are currently considered a “smaller reporting company” for purposes of the SEC’s executive compensation philosophy,disclosure rules. In accordance with such rules, we have opted to comply with the elementsscaled executive compensation disclosure rules applicable to smaller reporting companies due to the significant burden and expense that would be imposed on us by the new pay-versus-performance disclosure requirements applicable to regular filing companies under Item 402 of Regulation S-K. As a result, we have provided more limited narrative and tabular disclosures regarding executive compensation. Further, our reporting obligations generally extend only to the individuals who served as our principal executive officer during 2022, our next two most highly compensated executive officers who were serving as of December 31, 2022, and up to two additional individuals each of whom would have been one of our executive compensation program, and the factors that were considered in the compensation actions and decisions for our namedtwo most highly compensated executive officers during 2017. This CD&A should be read togetherbut for the fact that the individual was not serving as an executive officer as of December 31, 2022 (such individuals, our “named executive officers”). In accordance with the compensation tables and related disclosures set forth elsewhere in this proxy statement, as well asforegoing, the historical compensation disclosures set forth in the 201710-K.

Given the extraordinary circumstances we faced during 2016 and 2017, this CD&A, to a certain extent, does not contain information regarding the overarching philosophy, policies and practices that ordinarily would influence the design of our executive compensation program and the decisions affectingfollowing individuals are our named executive officers for 2017.

Named Executive Officers

Our named executive officers for the year ended December 31, 2017 were:2022:

Information regarding the composition and People Officer (asresponsibilities of January 23, 2017);

Narrative to 2022 Summary Compensation Table

As a “smaller reporting company,” we are not required to publish a Compensation Discussion and Analysis section in this proxy statement like most larger companies, but we have included additional commentary within this “Narrative to 2022 Summary Compensation Table” regarding our former Executive Vice President, General Counsel and Chief Privacy Officer (until January 23, 2017); and

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 thatof underperformance.

In 2022, as discussed above, our goals and objectives are not achieved.

Compensation-Setting Process in 2017

The Compensation Committee’s 2017 executive compensation actions and decisions were dramatically impactedcompensation-setting process was also influenced by our inability to grant equity awards and set targets for the financial measures used in our incentive compensation plans during the Audit Committee investigation and subsequent restatement and audit process, as well as the significant changes in our executive team as described above. As a result, 2017and declines in our stock price. During this period, certain compensation decisions were made largely on an individualized,a case-by-case basis, taking into considerationaccount the situation that confronted the Companycompany at the time that we needed to appoint a new executive officer, address the circumstances relating to a departing executive officer or respond to the incentive and retention challenges that were presented for continuing executive officers. At the same time, we sought to maintain a normalized compensation process, including by establishing performance targets for our annual incentive compensation program early in the year and adhering to those targets in determining final award amounts.

Our compensation programs are intended to be consistent with corporate governance best practices. This is demonstrated by our:

Additional information regarding our compensation policies is set forth under “Directors, Director Nominees, Executive Officers and Corporate Governance — Compensation Policies” above.

Role of Compensation Committee

The members of our Compensation Committee are appointed by our Board of Directors to oversee our executive compensation program.programs. At all times during 2017,2022, the Compensation Committee was composed entirely of directors who were “outside directors” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”),“non-employee directors” for purposes of Exchange ActRule 16b-3, and “independent directors” under theNasdaq listing standards of the Nasdaq Stock Market, which we continue to elect to follow.

standards. Pursuant to its charter, the Compensation Committee approves, oversees and interprets our executive compensation programprograms and related policies and practices, including our equity incentive program and other compensation and benefits programs. The Compensation Committee is also responsible for establishing the compensation packages of our executive officers and ensuring that our executive compensation program isprograms are consistent with our compensation philosophy and corporate governance guidelines.

Generally, each year the Compensation Committee takes the following actions in the discharge of its responsibilities:

As part of its decision-making process, the Compensation Committee periodically evaluates comparative compensation data including base salary, short-term and long-term incentive compensation (including equity awards) and other compensation components from similarly situated companies. Historically, the Compensation Committee has determined the target total direct compensation opportunities for each executive officerofficers after considering the following key factors:factors, among others:

In 2017, theThe Compensation Committee also consideredconsiders the recommendations of our then Chief Executive Officer, who periodically reviewed competitive market data, individualreviews the performance, and changes in roles orand responsibilities of our other executive officers and proposedproposes adjustments to their executive compensation packages based on this review. The Chief Executive Officer did not and 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, the Compensation Committee sought to tailor its compensation decisions to the specific needs and responsibilities of the particular position, and the unique qualifications of the individual executive officer.

Due to the commencement of the Audit Committee investigation in February 2016, the continuation of the restatement and audit process through 2017, and the significant executive team changes described above, the Compensation Committee did not undertake its regular annual review of our executive compensation program and each individual executive officer’s compensation during the first quarter of 2017. Instead, compensation actions and decisions for our named executive officers for 2017 were taken as described below.

Role of Compensation Consultant

The Compensation Committee is authorized to retain the services of one or more executive compensation advisors from time to time, as it determines in its discretion, in connection with the discharge of its responsibilities. The Compensation Committee retained the services of Compensia, Inc.Meridian Compensation Partners, LLC (“Meridian”), a national compensation consulting firm, (“Compensia”), for this purpose during 2017. Compensia served at the discretion of and reported directly to the Compensation Committee. Compensia did not provide any services to us or our management in 2017 other than those provided to the Compensation Committee and Board of Directors as described below.

In 2017, Compensia assisted the Compensation Committee by providing the following services:

Compensia ceased providing services to the Compensation Committee in September 2017, after which time the Compensation Committee retained Meridian Capital Partners, LLC (“Meridian”) to assist in the discharge of its responsibilities.2022. Meridian serves at the discretion of and reports directly to the Compensation Committee. Meridian did not provide any services to us or our management in 20172022 other than those provided to the Compensation Committee and Board of Directors as described below.

In 2017,2022, Meridian assisted the Compensation Committee and Board of Directors by providing the following services:

The prior Compensation Committee (serving until September 2017) considered all relevant factors relating to the independence of Compensia, including but not limited to applicable SEC rules and Nasdaq listing standards on compensation consultant independence, and concluded that the work performed by Compensia did not raise any conflict of interest in 2017. The Compensation Committee as reconstituted in October 2017 considered all relevant factors relating to the independence of Meridian, including but not limited to applicable SEC rules and Nasdaq listing standards on compensation consultant independence, and concluded that the work performed by Meridian did not raise any conflict of interest in 2017.2022.

In February 2017, the Compensation Committee requested that Compensia review our compensation peer group and recommend any appropriate updates, including the replacement of peer companies that had been acquired or were no longer appropriate from a size or business focus perspective. After discussions with the Compensation Committee and management, as well as its own analysis, Compensia recommended and the Compensation Committee selected the following compensation peer group for use in 2017. At the time the Compensation Committee evaluated the 2017 peer group, our revenue approximated the median and our market capitalization approximated the 40^th 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 companies (with revenues ranging from half to twice our revenues), Compensia, and later Meridian, prepared reports for the Compensation Committee in 2017 that analyzed the compensation levels of certain executive officers against the competitive market.

Stockholder Advisory Vote on Executive Compensation

We conducted anon-binding stockholder advisory vote on the compensation of our named executive officers (known as a“say-on-pay”say-on-pay vote) for the year ended December 31, 20142021 at the last annual meeting of stockholders that we held, which was in July 2015. While ourJune 2022. Our stockholders expressed strong support for the 20142021 compensation of our named executive officers, with approximately 67 percent99% of votes cast in favor of the votes cast for approval of this proposal, this result was lower than the support for our named executive compensation for the prior year.

Due to the Audit Committee investigation and subsequent restatement and audit process, we did not hold an annual meeting of stockholders or conduct asay-on-pay vote in 2016 or 2017, nor did theproposal. Our Compensation Committee conduct a comprehensive review of our executive officer compensation for those years in the context of thesay-on-pay vote results from 2015. In evaluating executive compensation for future years, the Compensation Committee intends to considerconsidered the results of upcomingthe say-on-pay votesvote and other feedback from our stockholders, as well as critiques from stockholder advisory firms.

Executive Compensation Elements

Our executivefirms, in designing our compensation program has historically consisted of three primary elements: base salary, annual incentive compensation opportunities and long-term incentive compensation opportunities. We also offer health and welfare benefits and certain separation-related benefits. Although we have not had a formal policyprograms for allocating executive compensation among the primary compensation elements,2022. In particular, the Compensation Committee has soughtconsidered investor input in establishing challenging targets for performance-based RSUs (“PRSUs”) awarded to provide compensation opportunities that were consistent with our compensation philosophy of further aligning executive and stockholder interests, promoting achievement of our financial goals and strategic objectives, rewarding superior performance, and attracting and retaining top talent.

To this end, base salary decisions in 2017 were guided primarily by our objective of attracting and retaining top executive talent. As in prior years, we used base salary to recognize the experience, skills, knowledge and responsibilities required of each executive officer, as well as to reflect competitive market practice. In contrast to base salary, our other direct compensation elements (both annual and long-term incentives) were historically distributed in the form of equity awards. The Compensation Committee believed that by using equity to compensate our executive officers for completing the objectives in our annual operating plan, and then by positioning them to share in the long-term results of their efforts, we could further align their interests with our stockholders and promote achievement of our strategic and financial goals. The Compensation Committee is evaluating the appropriate vehicles and metrics for incentive compensation in 2018 and future years.

As discussed above, we temporarily stopped granting equity awards to our directors and employees, including our executive officers in 2016. This decision was due to our delay2022 and in filing periodic reports with the SECimplementing long-term vesting and was not the result of a change in our compensation philosophy at that time. Subsequently, ourholding requirements for executive equity incentive plan expired in March 2017, and we have not made any equity awards to directors or employees, including our executive

officers, since that plan’s expiration. The Compensation Committee intends to resume using equity to compensate our directors and employees, including our executive officers, after we have a new equity plan in place. This may include consideration of compensation opportunities lost during the period that we were unable to grant equity awards in 2016 and 2017.awards.

Executive Compensation Actions and Decisions for 20172022

Due to the ongoing restatement and audit process in 2017, the Compensation Committee did not establish formal annual or long-term incentive award opportunities for our executive officers for 2017. We also continued to experience significant changes to our executive team in 2017. As a result, except as described below, the Compensation Committee did not conduct a programmatic review of our executive compensation program for 2017 and instead based its executive compensation decisions on specific hiring and retention needs.

General Counsel TransitionLivek Retirement

Effective January 23, 2017, Ms. DiBattiste was appointedOn February 28, 2022, we announced that Mr. Livek would retire as our General CounselChief Executive Officer and Chief Privacy and People Officer (later expandedtransition to General Counsel and Chief Compliance, Privacy and People Officer).a non-executive Vice Chairman role after his successor was named. On the same date, Ms. Lin resignedwe entered into a Transition and Separation Agreement to facilitate Mr. Livek’s retirement as Chief Executive Officer. The Transition and Separation Agreement provided for salary continuation and a prorated annual incentive award (based on actual performance) for the portion of 2022 during which Mr. Livek served as Chief Executive Officer. The Transition and Separation Agreement also provides Mr. Livek with those post-employment severance and healthcare continuation coverage benefits set forth in his existing change of control and severance agreement, subject to his compliance with certain restrictive covenants and execution of a release of claims in favor of the company. Effective July 6, 2022, the Board appointed Mr. Carpenter to serve as our Executive Vice President, General Counsel andnew Chief PrivacyExecutive Officer, and transitionedMr. Livek retired and became our non-executive Vice Chairman.

In connection with Mr. Livek’s transition from Chief Executive Officer to a consulting role with the Company.

Ms. DiBattiste’s appointment included the following initial compensation arrangements:

In connection with Ms. Lin’s resignation, we entered into For a Separation and General Release Agreement with Ms. Lin, pursuant to which she received payments equal to her then-current base salary for a periodfull description of 12 months, commencing on February 2, 2017,our director compensation program, see “Director Compensation” above.

Carpenter Appointment

Mr. Carpenter served as well as payment of premiums for eligible continuation healthcare coverage for the same period. These payments and benefits are consistent with the payments and benefits contemplated by Ms. Lin’s Change of Control and Severance Agreement.

We also entered into a Consulting Agreement with Ms. Lin, pursuant to which Ms. Lin agreed to assist the Company during a transition period and to be available for additional assistance and cooperation. Ms. Lin received a consulting fee of $83,333 per month during her consulting term, which began on February 2, 2017 and ended on August 2, 2017.

our Chief ExecutiveFinancial Officer Compensation

In February 2017, the Compensation Committee and Dr. Fulgoni agreed that Dr. Fulgoni would not receive any additional cash compensation forfrom November 29, 2021 until his serviceappointment as our Chief Executive Officer in 2016 and 2017. Instead, the Compensation Committee agreed that Dr. Fulgoni would receive a long-term equity incentive award equal to $3,000,000 in time-based RSUs, to be issued after the Company regained complianceon July 6, 2022. In connection with its SEC reporting obligations and has a valid equity plan in place. The Compensation Committee agreed to provide for annual vesting of the award over three years, retroactive to Dr. Fulgoni’shis appointment as Chief Executive Officer, we and Mr. Carpenter entered into a letter agreement providing for the following compensation:

In evaluating Mr. Carpenter’s compensation package as Chief Executive Officer, our Compensation Committee considered competitive market analyses prepared by its outside compensation consultant and sought to tie a significant portion of total compensation to performance. The Compensation Committee also took steps to further align Mr. Carpenter’s interests with those of our stockholders, including by conditioning the vesting of his PRSUs on the achievement of challenging stock-price hurdles, granting options with an exercise price that exceeded the then-market value of our Common Stock, and imposing long-term vesting and holding requirements for his equity awards. All of Mr. Carpenter’s full-value equity awards (including his 2022 PRSUs and the RSUs granted to him as Chief Financial Officer in the event of2021) include deferred settlement provisions, pursuant to which any vested shares will not be distributed to Mr. Carpenter until his separation from service or a change in control of the Company or if Dr. Fulgoni were not reelected as a director at the end of his current term. The Compensation Committee made these decisions after consideration of analyses prepared by, and discussions with, its compensation consultant.

Base Salary Changes

In April 2017, the Compensation Committee reviewed the base salaries of our executive officers (other than Dr. Fulgoni) in the context of competitive market data and the executive officers’ roles and responsibilities within the Company. After consideration of an analysis prepared by its compensation consultant, and the recommendations of Dr. Fulgoni, the Compensation Committee increased the annualized base salaries of certain named executive officers as follows:

Chief Technology Officer Transition

In June 2017, we announced a reorganization of our technology and product team pursuant to which Mr. Brown, our Chief Technology Officer, transitioned from his executive officer role effective July 7, 2017 but continued to assist the Company as a consultant for three months to facilitate the reorganization.company.

In connection with the reorganization,Mr. Carpenter’s appointment as Chief Executive Officer, we entered intoalso amended his change of control and severance agreements to reflect terms similar to those of our departing Chief Executive Officer. For a Separation and General Release Agreement withfull description of Mr. Brown, pursuant to which he will receive payments equal to his then-current base salary for a period of 12 months from July 7, 2017, as well as payment of premiums for eligible continuation healthcare coverage for the same period. These payments andCarpenter’s potential termination benefits, are consistent with the payments and benefits contemplated by Mr. Brown’s Change of Control and Severance Agreement.

We also entered into a Consulting Agreement with Mr. Brown, pursuant to which Mr. Brown agreed to assist the Company during a transition period from July 10, 2017 until October 13, 2017. Mr. Brown received a consulting fee of $50,000 per month during his consulting term.

Chief Financial Officer Transition

On September 8, 2017, Mr. Chemerow resigned as our Chief Financial Officer. We entered into a Separation and General Release Agreement with Mr. Chemerow, pursuant to which he will receive payments totaling approximately $650,000, payable over a17-month period, as well as payment of premiums for eligible continuation healthcare coverage for up to 18 months and continued vesting of his outstanding RSU awards through August 2020.

Following Mr. Chemerow’s resignation, our Board of Directors appointed Mr. Kay to serve as our Interim Chief Financial Officer effective September 10, 2017. Mr. Kay received no direct compensation for serving as Interim Chief Financial Officer. Instead, the Company entered into an interim services agreement with CrossCountry, of which Mr. Kay is a managing partner, to pay CrossCountry $60,000 per month during the term of the interim services agreement. Mr. Kay’s term as Interim Chief Financial Officer ended on October 16, 2017, after which he has continued to provide consulting services to the Company on behalf of CrossCountry.

Our Board of Directors appointed Mr. Fink as our Chief Financial Officer effective October 17, 2017. In connection with Mr. Fink’s appointment, the Compensation Committee approved the following compensation arrangements for him:

Special BonusCurry Appointment

On September 26, 2017, our Board of Directors approved a special performance and retention bonus in the amount of $1,500,000 for Ms. DiBattiste, our General Counsel and Chief Compliance, Privacy and People Officer, in recognition of her extraordinary efforts in reaching settlement terms in certain of our outstanding litigation. The first $500,000 installment of the special bonus was paid in October 2017, and the second was paid in January 2018. The final installment will be paid in September 2018, subject to Ms. DiBattiste’s continued employment through the payment date.

Chief Executive Officer Retirement

On October 25, 2017, we announced that Dr. Fulgoni would retireCurry served as our Chief ExecutiveAccounting Officer (“CEO”)from December 2021 until her appointment as our Chief Financial Officer on January 31, 2018July 6, 2022. In connection with her appointment as Chief Financial Officer, we and wouldMs. Curry entered into a letter agreement providing for the following compensation:

In evaluating Ms. Curry’s compensation package as Chief Financial Officer, our Compensation Committee considered factors similar to those considered for Mr. Carpenter, including competitive market analyses, a focus on performance-based compensation, and alignment with stockholder interests, as well as internal parity within the executive team. Like Mr. Carpenter’s full-value awards, Ms. Curry’s PRSUs include a deferred settlement

provision, pursuant to which any vested shares will not stand for reelectionbe distributed to our Boardher until her separation from service or a change in control of Directors when his current term ends. Dr. Fulgoni later accelerated his CEO retirement date to November 13, 2017.the company.

In connection with Dr. Fulgoni’s retirement,Ms. Curry’s appointment as Chief Financial Officer, we entered into change of control and severance agreements with her reflecting terms similar to our other executive officers’ agreements. For a Retirementfull description of Ms. Curry’s potential termination benefits, see “Payments Upon Termination or Change in Control” below.

Dale Appointment

Mr. Dale served as our General Manager, Digital from December 2021 until his appointment as our Chief Operating Officer on August 23, 2022. In connection with his appointment as Chief Operating Officer, we and Transition Services AgreementMr. Dale entered into a letter agreement providing for the following compensation:

In evaluating Mr. Dale’s compensation package as Chief Operating Officer, our Compensation Committee considered factors similar to those considered for Mr. Carpenter and Ms. Curry. Also like Mr. Carpenter and Ms. Curry, Mr. Dale’s PRSUs include a deferred settlement provision, pursuant to which Dr. Fulgoniany vested shares will continuenot be distributed to servehim until his separation from service or a change in control of the company.

In connection with Mr. Dale’s appointment as Chief Operating Officer, we entered into change of control and severance agreements with him reflecting terms similar to our other executive officers’ agreements. For a full description of Mr. Dale’s potential termination benefits, see “Payments Upon Termination or Change in Control” below.

Annual Incentive Compensation

In February 2022, our Compensation Committee established performance goals and targets for annual incentive awards that our executive officers were eligible to earn for the year. Target awards for the named executive officers, presented as a memberpercentage of base salary, were as follows:

For each of our Board of Directors until the earlier of a permanent, full-time successor CEO taking office or our 2018 annual meeting of our stockholders. Dr. Fulgoni was also named Chairman Emeritus, and he will serve as Special Advisor to the Chairexecutive officers, 90% of the Boardtarget award for 2022 was based on achievement of goals relating to revenue and adjusted EBITDA¹ performance, weighted equally. The remaining 10% of each executive officer’s target award was based on achievement of corporate culture objectives, including employee satisfaction and engagement and implementation of programs and actions to strengthen corporate culture. The Compensation Committee believed these performance measures were appropriate for our business because they provided a balance between generating growth, managing our expenses, and maintaining a strong corporate culture – factors the CEO followingCompensation Committee believed would enhance long-term stockholder value. Actual amounts payable under the conclusionannual incentive plan could range from 0% to 200% of his servicethe target award depending on the Boardlevel of Directors. As Special Advisor, Dr. Fulgoni will provide assistance and cooperation to the Company, our Board of Directors, and our senior management team until November 13, 2018.

The Board of Directors agreed to provide Dr. Fulgoni with the following compensation and benefits pursuant to the Retirement and Transition Services Agreement:

In approving this arrangement, the Board of Directors considered the previous analyses and deliberationsdetermined by the Compensation Committee.

The threshold, target and maximum performance levels for each measure were as follows, with linear interpolation for achievement between levels:

The Compensation Committee describedestablished performance targets at levels that it believed to be challenging but achievable through the successful execution of our annual operating plan, taking into account ongoing macroeconomic conditions, increased costs under “Chief Executive Officer Compensation” above.

Cash Bonusesour data license agreements and other business factors. In addition, each performance level was assigned a payment amount that the Compensation Committee believed was reasonable and appropriate for those results.

In March 2018,February 2023, the Compensation Committee reviewed our financial and operating results for 2022 and determined that the preestablished objectives had been achieved as follows:

Based on these results, the Compensation Committee approved cash bonusthe following annual incentive awards for certainthe named executive officers as set forth below:

for 2022, which awards were paid in cash in March 2023. Each named executive officer’s bonus was determined by the Compensation Committee based on an evaluation of that individual’s performance during 2017. In the case of Mr. Livek, the Compensation Committee considered his leadership and contributions in maintaining normal business operations during a time of great change for the Company, particularly following Dr. Fulgoni’s retirement in 2017. For Mr. Fink, the Compensation Committee considered his effectiveness in managing our finance/accounting organization and driving to completion of our multi-year audit process. (Mr. Fink’s bonusaward was prorated for the adjusted salary levels and targets described above, and Mr. Livek’s award was prorated through his October 2017 startemployment termination date.) Finally,

In addition to the annual incentive award described above, Mr. Dale was eligible for Ms. DiBattiste,an additional performance-based incentive for 2022 pursuant to his offer letter from December 2021, when he joined the Compensation Committee considered her contributions and leadershipcompany as General Manager, Digital. Under this arrangement, Mr. Dale could receive up to $120,000 in addressingcash based on achievement of the litigation, compliance and governance matters we facedsame adjusted EBITDA goal (at the target performance level) used in 2017.our annual incentive program for 2022. As described above, this goal was fully achieved in 2022, resulting in a payment of $120,000 to Mr. Dale for his additional performance-based incentive in March 2023.

Other Compensation Elements

Benefits and Perquisites

We provide the following health and welfare benefits to our executive officers on the same basis as our other U.S. employees:

TheseWe believe these benefits are consistent with those offered by other companies, including those with whom we compete for executive talent.

In general, we do not provide significant perquisites or other personal benefits to our executive officers, and we do not view perquisites and personal benefits as a material element of our executive compensation program. We occasionally provide benefits, however, for retention purposes orpurposes; to accommodate specific, and usually temporary, circumstances of executives who do not reside near their work locations.locations; or to primarily serve a business purpose that may result in ancillary personal benefit to the executive. Moreover, we have provided for reimbursement of attorneys’ fees in certain cases, including in connection with the negotiation of employment or separation terms.

Change of Control and Severance Agreements

Our executive officers are parties to agreements that provide for certain payments and benefits to them in the event of a termination of their employment or a change in control of the Company.company. We believe these arrangements are valuable 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 executive officers to their assigned duties to maximize stockholder value, notwithstanding the possibility or occurrence of a change in control of the Company.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.

The material terms and conditions of our executive change of control and severance agreements are discussed under “Payments Upon Termination or Change in Control” below.

Other Compensation Policies

Tax and Accounting Implications

Deductibility of Executive Compensation

Generally, Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), 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 will 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 required to be disclosed to stockholders under the Securities Exchange Act of 1934 in any taxable year.employees. In making compensation decisions, theour Compensation Committee considersmay consider the potential effects of Section 162(m) on the compensation paid to our named executive officers.officers and others.

Accounting for Stock-Based Compensation

We follow Financial Accounting Standards BoardFASB Accounting Standards Codification Topic 718 (“ASC Topic 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, RSU and RSUPRSU awards, based on the grant date 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 award recipient is required to render service in exchange for the award.

Consistent with ASC Topic 718, we recognized incremental In making compensation decisions, our Compensation Committee regularly considers the cost of stock-based compensation expense in 2016awards and 2017 in connection with an extension, approved byany proposed modifications to those awards.

Notwithstanding the foregoing discussion, our Board of Directors in April 2016, of the exercisability of outstanding stock options during our delay in filing periodic reports with the SEC.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewedbelieves that its primary responsibility is to provide a compensation program that is consistent with our compensation philosophy and discussedthat supports the Compensation Discussion and Analysis contained in this proxy statement with the Company’s management. Based its reviewachievement of and discussions with management with respect to, the Compensation Discussion and Analysis,our compensation objectives. Therefore, the Compensation Committee recommendedretains authority to our Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

Compensation Committee

Paul Reilly, Chairman

Wesley Nichols

Brent Rosenthal

The foregoing Compensation Committee report shall not be deemed incorporated by reference into any filing under the Securities Act of 1933grant appropriate compensation items 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.

COMPENSATION TABLES

2017 Summary Compensation Table

The following table sets forth summary information concerning compensation for the following persons: (i) all persons serving as our principal executive officer during 2017, (ii) all persons serving as our principal financial officer during 2017, (iii) the next most highly compensated executive officer who was serving as of December 31, 2017 (we had no other executive officers as of December 31, 2017), and (iv) two additional individuals who served as executive officers during 2017 but were not serving as of December 31, 2017. We refer to these persons as our “named executive officers” for 2017 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.