This charters the Technology & Innovation Committee of the Board of Directors of comScore. The Committee has been appointed by the Board of Directors to oversee and provide counsel to the Board and management on matters of innovation, technology, strategy and M&A.
The members of the Committee shall exercise their business judgment to act in what they reasonably believe to be in the best interests of the company and its shareholders. The Committee is responsible for providing counsel and advice to management and the Board by discharging the following responsibilities:
- Review the sufficiency and viability of strategic choices, product design, and execution plans for the technical and innovation programs that underpin comScore's current and future products, services and platforms, in order to meet the strategic goals of the company and enhance shareholder value.
- Evaluate proposals for technology and innovation investment.
- Evaluate management proposals for strategic investments, partnerships, divestitures, and M&A, it being understood that ultimate responsibility for evaluating the financial terms and conditions will reside with the Audit Committee and the board.
The Committee may execute its responsibilities through the following principal activities or through other methods it deems appropriate:
- Provide understanding, clarification, and validation to the Board on the fundamental strategic direction of the company, as it relates to technology and innovation, and ensure it is consistent with and additive to the overall company mission.
- Serve as a sounding board to management on issues related to innovation, technology, R&D, strategic direction, product development, intellectual property, partnerships, divestitures and M&A.
- Make recommendations to the Board on the validity of management's proposals regarding investments divestitures and M&A.
- Assist management in its efforts to ensure that market-leading technology is developed and leveraged to ensure the long term health of the company and enhance shareholder value.
The Committee and its Chairperson shall be appointed by and will serve at the discretion of the Board. The Committee shall consist of at least four Directors, the majority of whom shall be independent. The Committee may form and delegate authority to subcommittees when appropriate.
Members of the Committee will receive such fees, if any, for their service as Committee members as may be determined by the Board at its sole discretion. Such fees may include retainers and per meeting fees. Fees may be paid in such form of consideration as is determined by the Board. Independent members of the Committee may not receive any compensation from the Company except the fees that they receive for service as a member of the Board or any Committee thereof.
The Technology and Innovation Committee will meet at least two times per year. The Committee may establish its own schedule, which it will provide to the board in advance. The chairperson or acting chair may direct members of management and staff to prepare agendas and related background information for each Committee meeting. Any background materials and the agenda will be distributed to the Committee members in advance of the meeting. These materials will be made available to any Board member. Following each meeting, a report of the Committee’s activities and recommendations shall be presented at the next regularly scheduled meeting of the Board.
Bill Engel is the chairman of Consumer Orbit, a consumer sciences practice located in Kansas City, Missouri, and is a board member of comScore, having formerly served on the Rentrak Board of Directors, as well. Consumer Orbit is a leading aggregator of behavior-based consumer data and serves the Banking/Retail/E-Tail and CPG markets. Mr. Engel has more than 40 years of experience in the media and marketing information industries and has been a pioneer in the use of transactions-based data. He co-holds a patent for the integration of disparate datasets.
Mr. Engel served as SVP of Innovation for the Marketing Services Group of Experian, Inc., a provider of information, analytical and marketing services worldwide, and was co-president of Experian’s subsidiary Experian Research Services. He also served as Chairman and CEO of Simmons Market Research Bureau following its acquisition by Symmetrical Resources, which he co-founded in 1992, and was CEO of Simmons' joint venture with MasterCard International - TDS. Mr. Engel was a partner and EVP of Birch Scarborough Research, and held various executive positions with the Arbitron Company from the early 1970s until 1978. Mr. Engel started his career at Southern Broadcasting Corporation in 1969.
Mr. Fradin currently serves as a Director and Chief Executive Officer of Dynamic Signal, a social media marketing technology company that he co-founded. He previously served as CEO of Adify, an advertising company that he also co-founded, which was sold to Cox Enterprises in 2008.
Prior to that time, Mr. Fradin was comScore’s Executive Vice President, Corporate Development. Mr. Fradin currently serves on the Board of Directors for TubeMogul and CoachArt and has previously served on the boards of Udemy, Outside.in and several others.
He holds a B.S. from the Wharton School of Business at the University of Pennsylvania.