- Assist the Board by identifying and recommending prospective director nominees, in each case, qualified to become Board members, for election at the next annual meeting of stockholders;
- Develop and recommend to the Board the corporate governance principles applicable to the Company;
- Oversee the performance evaluations of the Board and management;
- Recommend nominees to the Board to serve on each committee; and
- Undertake those specific responsibilities listed below and such other duties or responsibilities as the Board may from time to time prescribe.
- The Committee shall be comprised of no fewer than two (2) members.
- The members of the Committee shall meet the independence requirements of the NASDAQ Stock Market, except as otherwise permitted by the rules of the NASDAQ Stock Market, and the Securities and Exchange Commission (the "SEC").
- The chairperson and members of the Committee shall be appointed and replaced by the Board
To the extent it deems necessary or appropriate, the Committee shall:
Corporate Governance Generally
- Develop principles of corporate governance and recommend such principles to the Board for its consideration and approval;
- Review annually the principles of corporate governance approved by the Board to ensure that they remain relevant and are being complied with;
- Determine and recommend ways to enhance communications and relations with stockholders;
- Oversee the evaluation of the Company's management;
- Periodically review this Charter and the Committee's established processes and procedures;
- Oversee the Board's performance and self-evaluation process, including conducting surveys of director observations, suggestions and preferences regarding how effectively the Board operates. The Committee also will evaluate the participation of members of the Board in continuing education activities in accordance with NASDAQ rules;
- Oversee compliance by the Board and its committees with applicable laws and regulations, including the NASDAQ Marketplace Rules and regulations promulgated by the SEC;
- Review and re-examine this Charter on a periodic basis and make recommendations to the Board regarding any proposed changes; and
- Review annually the Committee's own performance against responsibilities outlined in this Charter and as otherwise established by the Board.
Composition of the Board, Evaluation and Nominating Activities
- Review the composition and size of the Board and determine the criteria for membership on the Board, which may include, among other criteria, issues of character, judgment, independence, diversity, age, expertise, corporate experience, length of service and other commitments and the like;
- Conduct an annual evaluation of the Board as a whole and the Committee as a whole;
- Establish and periodically review a policy and procedures for considering stockholder nominees for election to the Board;
- Identify, consider and select, or recommend for the selection of the Board, candidates to fill new positions or vacancies on the Board, and review any candidates recommended by stockholders, provided such stockholder recommendations are submitted in writing to the Secretary of the Company and include, among other things, the recommended candidate's name, biographical data and qualifications, and such recommendations are otherwise made in compliance with the Company's bylaws and its stockholder nominations and recommendations policy;
- Evaluate the performance of individual members of the Board eligible for re-election, and select, or recommend for the selection of the Board, the director nominees by class for election to the Board by the stockholders at the annual meeting of stockholders;
- Evaluate the performance of and, if appropriate, recommend termination of particular directors in accordance with the Board's governance principles, for cause or for other appropriate reasons; and
- Evaluate director compensation, consulting with outside consultants and/or with the Human Resources department when appropriate, and make recommendations to the Board regarding director compensation.
Committees of the Board
- Periodically review the composition of each committee of the Board and make recommendations to the Board for the creation of additional committees or the change in mandate or dissolution of committees;
- Periodically evaluate and recommend to the Board an appropriate member of the Audit Committee of the Board to serve as the "audit committee financial expert" as determined in accordance with the rules and regulations of the SEC; and
- Recommend to the Board persons to be members and chairpersons of the various committees.
Conflicts of Interest
- Review and monitor the Company's Code of Business Conduct and Ethics and Company's Code of Ethics for Principal Executive and Senior Financial Officers;
- Evaluate the "independence" of directors and director nominees against the independence requirements of the NASDAQ Marketplace Rules, applicable rules and regulations promulgated by the SEC and other applicable laws;
- Consider questions of possible conflicts of interest of members of the Board and of corporate officers; and
- Review actual and potential conflicts of interest of members of the Board and corporate officers, and clear any involvement of such persons in matters that may involve a conflict of interest.
In performing its responsibilities, the Committee shall have the authority form and delegate authority to subcommittees when appropriate and to hire and obtain advice, reports or opinions from internal or external counsel and expert advisors.
The Committee will meet at least once each year and more frequently as circumstances may require. The Committee may establish its own schedule, which it will provide to the Board in advance.
The Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board.
Consistent with the Committee's charter, the Committee shall make regular reports to the Board of actions taken at its meetings.
Members of the Committee shall receive such fees, if any, for their service as 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 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.
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.
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.