- 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 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 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 provision of other services to the Company by the employer of the Outside Compensation Advisor;
- the amount of fees received from the Company by the employer of the Outside Compensation Advisor, as a percentage of the total revenue of such employer;
- the conflicts of interest policies and procedures of the employer of the Outside Compensation Advisor;
- any business or personal relationship of the Outside Compensation Advisor with a member of the Compensation Committee;
- any stock of the Company owned by the Outside Compensation Advisor; and
- any business or personal relationship of the Outside Compensation Advisor or its employer with an executive officer of the Company.
Wesley Nichols is an industry authority in predictive analytics, AI/Machine Learning, and technology. He is currently a Board Partner at
Ms. Riley has more than 30 years of financial and operational leadership in the specialty retail, consumer products, medical and cosmetic industries. She has played a key role in major financial and operational restructurings, regulatory and disclosure compliance efforts, strategic diversification and mergers, and expanding global operations.
Ms. Riley has worked as CFO for several companies, including Eastern Outfitters, LLC, The Children’s Place, Klinger Advanced Aesthetics, Abercrombie & Fitch, and The Dial Corporation.
She has also held a variety of roles at the following companies: Mount Sinai Medical Center, Tambrands, Inc. (a Procter & Gamble company) and Colgate-Palmolive Company.
In addition to her appointment to the comScore Board of Directors, Ms. Riley also sits on the board of directors for the following organizations: PJM Interconnection, Essendant Inc. and The Rochester Institute of Technology. She holds B.S. in Accounting from Rochester Institute of Technology and an M.B.A. degree from Pace University and is a Certified Public Accountant.
Mr. Brent D. Rosenthal is the Founder of Mountain Hawk Capital Partners, LLC, an investment fund focused on small and micro-cap equities in the technology media telecom (TMT) and food industries. Mr. Rosenthal also serves on the Boards of Directors of comScore (OTC: SCOR), SITO Mobile (NASDAQ: SITO), RiceBran Technologies (NASDAQ: RIBT) and is an Adviser to the Board of Directors of Park City Group (NASDAQ: PCYG).
Previously, Mr. Rosenthal was a Partner in affiliates of W.R. Huff Asset Management where he worked from 2002 – 2016. Mr. Rosenthal played a key role in the firm’s TMT and food investment activities. From 2006 - 2012, he served as an Adviser to and Observer of the Board of Directors of Virgin Media (NASDAQ: VMED) and as a consultant to the company, providing turnaround and crisis-management services, as well as operational and financial analysis and recommendations. From 2007 - 2010, he served as an Adviser to the Executive Management of Time Warner Cable (NASDAQ: TWC). Mr. Rosenthal also served on the Board of Directors of Rentrak (NASDAQ: RENT) from 2008 – 2016 including as Non-Executive Chairman of the Board from 2011 - 2016. Additionally, he served on the Boards of Directors of privately-held Hispanic food companies.
In 2016, Mr. Rosenthal was named a Multichannel News Money All-Star, a top 10 media executive in private equity, investment banking and advisory. In 2009, he was included in Multichannel News' annual "40 Under 40" list for influencing the future of cable and telecommunications.
Earlier in his career, Mr. Rosenthal was Director of Mergers & Acquisitions for RSL Communications Ltd. and served emerging media companies for Deloitte & Touche LLP. Mr. Rosenthal is an inactive Certified Public Accountant.
Mr. Rosenthal earned his B.S. from Lehigh University and MBA from the S.C. Johnson Graduate School of Management at Cornell University.