The purpose of the Compensation Committee of the Board of Directors (the "Board") of comScore, Inc. (the "Company") shall be to discharge the Board's responsibilities relating to oversight of the compensation of the Company's Chief Executive Officer and other executive officers. The Compensation Committee has overall responsibility for approving and evaluating the executive officer and non-executive level employee compensation plans, policies and programs of the Company and for administering the Company's equity compensation plans.
The Compensation Committee is also responsible for reviewing and discussing with the Company's management the Compensation Discussion & Analysis for inclusion in the appropriate regulatory filings and producing a Compensation Committee Report for inclusion in the Company's annual proxy statement.
The Compensation Committee shall seek to ensure that the Company structures its compensation plans, policies and programs as to attract and retain the best available personnel for positions of substantial responsibility with the Company, to provide incentives for such persons to perform to the best of their abilities for the Company and to promote the success of the Company's business.
The Compensation Committee has the authority to undertake the specific duties and responsibilities listed below and will have the authority to undertake such other specific duties as the Board from time to time prescribes.
The Compensation Committee will be appointed by and will serve at the discretion of the Board. The Compensation Committee shall consist of at least two (2) members. The members of the Compensation Committee shall meet (i) the non-employee director definition of Rule 16b-3 promulgated by the Securities and Exchange Commission (the "SEC") under Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act"), as amended, (ii) the outside director definition of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "IRC") and (iii) the independence requirements of the listing standards of the NASDAQ Stock Market.
The Compensation Committee and its chairperson will be appointed by, and will serve at the discretion of the Board, based upon the recommendation of the Company's Nominating and Governance Committee.
The responsibilities of the Compensation Committee include the following:
- Unless otherwise determined by a majority of the independent directors of the Board meeting in executive session, the Compensation Committee reviews and recommends to the Board specific objectives of the Company's compensation plans, policies and programs and annually reviews and approves all compensation and benefit plans for the Chief Executive Officer ("CEO") and the other executive officers of the Company including, without limitation, (a) the annual base salary, (b) the annual incentive bonus, including the specific goals and amount, (c) equity compensation, (d) employment agreements, severance arrangements, and change in control agreements/ provisions and (e) any other benefits, compensation, perquisites or arrangements, in light of those specific objectives. Equity compensation arrangements involving executive officers that are "reporting persons" for purposes of Section 16 of the Exchange Act shall be reviewed and approved by the Compensation Committee to ensure compliance with SEC Rule 16b-3. In determining the compensation and benefits of the CEO, the CEO may not be present during deliberations or voting on such matters.
- The Compensation Committee reviews the succession planning for executive officers, reports its findings and recommendations to the Board and works with the Board in evaluating potential successors to executive officer positions.
- The Compensation Committee has the authority to review and to make recommendations to the Board with respect to:
- Amendments to the equity compensation plans adopted by the Board (the "Plans") and changes in the number of shares reserved for issuance thereunder; and
- Other plans that are proposed for adoption or adopted by the Company for the provision of compensation to employees of, directors of and consultants to the Company.
- The Compensation Committee oversees and administrates any of the Plans within the authority delegated by the Board. In its administration of the Plans, the Compensation Committee may (i) grant stock options or stock purchase rights to individuals eligible for such grants, (ii) amend such stock options or stock purchase rights and (iii) take all other actions permitted under the Plans.
- The Compensation Committee approves all option grants to executive officers of the Company to ensure that such grants comply with Section 162(m) of the IRC.
- The Compensation Committee may form and delegate authority to subcommittees when appropriate.
- The Compensation Committee may authorize the repurchase of shares from terminated employees pursuant to applicable law.
- The Compensation Committee has the sole authority to retain and terminate any compensation consultant to be used by the Company to assist in the evaluation of the CEO or other executive officer compensation and has sole authority to approve the consultant's fees and other retention terms. The Compensation Committee also has authority to obtain advice and assistance from internal or external legal, accounting or other advisors.
- The Compensation Committee produces a report on executive compensation for inclusion in the Company's proxy statement for each annual meeting.
- The Compensation Committee shall review and discuss with management the disclosures required under the caption "Compensation Discussion & Analysis" (the "CD&A") and shall make a recommendation to the Board as to whether such CD&A shall be included, where applicable, in the Company's Annual Report on Form 10-K, annual proxy statement or any information statement.
- The Committee will prepare a report to be included in the Company's proxy statement for each annual meeting that describes the Company's executive compensation policies and practices.
- The Compensation Committee reviews and reassesses the adequacy of this Charter annually and recommends any proposed changes to the Board for approval.
- The Compensation Committee annually reviews its own performance.
- The Compensation Committee performs such other functions as assigned by law, the Company's certificate of incorporation or bylaws or the Board.
The Compensation Committee will meet at least four times each year. The Compensation Committee may establish its own schedule, which it will provide to the Board in advance.
The Compensation Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board.
Members of the Compensation Committee shall receive such fees, if any, for their service as Compensation Committee members as may be determined by the Board in 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.
Members of the Compensation 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.
William Henderson was the 71st postmaster general of the United States and the fifth career employee to lead the world's largest postal system. He served in that position from May 1998 until his retirement in May 2001.
Prior to his appointment as postmaster general and chief executive officer, Mr. Henderson served as chief operating officer. Previously, he served as vice president of employee relations, and then chief marketing officer and senior vice president.
In addition to his service in Washington, D.C., Mr. Henderson has served in postal management positions in Chicago, Greensboro, Memphis, and Stockton, among other locations. In 1997, Mr. Henderson received the Postal Service's John Wanamaker Award, and in 1998 he received American University's Roger W. Jones Award for Executive Leadership. In 1998, Mr. Henderson also received an honorary Mailing Excellence Award from the National Postal Forum for his work with the nation's professional mailing industry.
Mr. Henderson is a graduate of the University of North Carolina at Chapel Hill and served in the U.S. Army.
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.