Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Overview



On July 5, 2022, the Board of Directors (the "Board") of comScore, Inc. (the
"Company") appointed Jonathan Carpenter as Chief Executive Officer ("CEO") of
the Company, effective July 6, 2022. In connection with Mr. Carpenter's
appointment, William Livek retired as the Company's CEO, effective July 6, 2022.
Mr. Livek will continue to serve as non-executive Vice Chairman of the Board.

Also on July 5, 2022, the Board appointed Mary Margaret Curry as Chief Financial
Officer ("CFO") and Treasurer of the Company, effective July 6, 2022. Ms. Curry
will continue to serve as principal accounting officer of the Company.

Jonathan Carpenter

Mr. Carpenter, 46, served as the Company's CFO and Treasurer from November 2021
until his appointment as CEO on July 6, 2022. Mr. Carpenter previously served as
CFO 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.

In connection with Mr. Carpenter's appointment as CEO, the Company and Mr.
Carpenter entered into a letter agreement (the "Carpenter Letter Agreement") on
July 5, 2022. Pursuant to the Carpenter Letter Agreement, Mr. Carpenter will
receive the following compensation as consideration for his services as CEO: (i)
an annualized base salary of $600,000; (ii) eligibility to participate in the
Company's short-term incentive program (the "STIP") with a target annual
incentive equal to 100% of his base salary, which will be prorated for the
portion of the 2022 STIP that elapses following his appointment as CEO; (iii)
beginning in 2023, eligibility to participate in the Company's long-term
incentive program (the "LTIP") subject to the terms and conditions of the LTIP
as in effect from time to time; and (iv) reimbursement of up to $10,000 in
reasonable attorneys' fees incurred by Mr. Carpenter in connection with the
negotiation of the Carpenter Letter Agreement and related agreements.

Additionally, the Carpenter Letter Agreement provides for the following one-time
equity grants to Mr. Carpenter as consideration for his services as CEO: (i)
400,000 performance restricted stock units under and pursuant to the terms of
the comScore, Inc. 2018 Equity and Incentive Plan (the "Equity Plan"), which
will have the opportunity to vest quarterly from the date of grant (July 6,
2022) through the 10th anniversary of the date of grant or an earlier change of
control of the Company, subject to and in accordance with the achievement of
certain stock-price hurdles (ranging from $5.00 to $15.00 per share) on or prior
to such date, as outlined in the Carpenter Letter Agreement; and (ii) subject to
approval by the Board, options to purchase 500,000 shares of the Company's
common stock under the Equity Plan, with a per-share exercise price equal to the
greater of: (A) the closing price per share of the Company's common stock on the
date of grant, or (B) $2.50 (the "Carpenter Options"), which will vest in equal
annual installments on July 6, 2023, 2024, 2025 and 2026. If Mr. Carpenter's
service with the Company is terminated by the Company without cause or by Mr.
Carpenter for good reason (each as defined in Mr. Carpenter's Severance
Agreement, described below), in either case within 12 months following a change
of control, then subject to Mr. Carpenter's timely execution of a release of
claims in favor of the Company, any unvested portion of the Carpenter Options
will fully vest upon such termination and Mr. Carpenter will have 90 days
thereafter (or until the Carpenter Options' 10-year expiration date, if earlier)
to exercise any vested Carpenter Options.

Effective July 6, 2022, the Company and Mr. Carpenter also amended (i) Mr.
Carpenter's Change of Control Agreement, dated as of November 29, 2021, to
increase the lump-sum cash severance payment amount from 15 months to 24 months
of Mr. Carpenter's base salary and to provide for 24 months' reimbursement of
COBRA premiums (increased from 15 months); and (ii) Mr. Carpenter's Severance
Agreement, dated as of November 29, 2021, to increase Mr. Carpenter's severance
payment from 15 months to 24 months of base salary continuation and
reimbursement of COBRA premiums. Any severance will be subject to Mr.
Carpenter's execution of a release of claims and compliance with certain
restrictive covenants, including non-compete and non-solicit obligations that
were extended (in connection with his appointment as CEO) from 15 months to 24
months following any termination of employment.

The foregoing description of the Carpenter Letter Agreement, the amendment to
Mr. Carpenter's Change of Control Agreement, and the amendment to Mr.
Carpenter's Severance Agreement is not complete and is qualified in its entirety
by reference to the full and complete texts of such agreements, which are filed
herewith as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated
herein by reference.

There are no arrangements or understandings between Mr. Carpenter and any other
persons pursuant to which he was selected as the Company's CEO. There are no
family relationships between Mr. Carpenter and any director or executive officer
of the Company, or any person nominated or chosen by the Company to become a
director or executive officer. Mr. Carpenter has no direct or indirect material
interest in any transaction required to be disclosed pursuant to Item 404(a) of
Regulation S-K.
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William Livek



As previously disclosed, the Company and Mr. Livek entered into a Transition and
Separation Agreement on February 28, 2022 (the "Transition Agreement") to
facilitate Mr. Livek's retirement as CEO. Subject to Mr. Livek's timely
execution of a release of claims and his continued compliance with the terms of
the Transition Agreement, Mr. Livek will receive certain severance and other
benefits as described in the Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission on February 28, 2022 (the "Prior Report").

The foregoing description of the Transition Agreement is not complete and is
qualified in its entirety by reference to the full and complete text of such
agreement, which was filed as Exhibit 10.2 to the Prior Report.

Mary Margaret Curry

Ms. Curry, 43, served as the Company's Chief Accounting Officer from December
2021 until her appointment as CFO and Treasurer on July 6, 2022. Ms. Curry
joined the Company in 2011 and has served in roles of increasing scope and
responsibility since then, including as Global Tax Director (August 2011 - July
2015), Senior Director of Global Tax Compliance and Reporting (July 2015 - May
2018), Vice President of Tax and Treasury (May 2018 - November 2020) and Senior
Vice President and Controller (November 2020 - December 2021). Before joining
the Company, 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.

In connection with Ms. Curry's appointment as CFO, the Company and Ms. Curry
entered into a Letter Agreement (the "Curry Letter Agreement") on July 5, 2022.
Pursuant to the Curry Letter Agreement, Ms. Curry will receive the following
compensation as consideration for her services as CFO: (i) an annualized base
salary of $375,000; (ii) eligibility to participate in the STIP with a target
annual incentive equal to 75% of her base salary, which will be prorated for the
portion of the 2022 STIP that elapses following her appointment as CFO; and
(iii) beginning in 2023, eligibility to participate in the LTIP subject to the
terms and conditions of the LTIP as in effect from time to time.

Additionally, the Curry Letter Agreement provides for the following one-time
equity grants to Ms. Curry as consideration for her services as CFO: (i) 110,000
performance restricted stock units under and pursuant to the terms of the Equity
Plan, which will have the opportunity to vest quarterly from the date of grant
(July 6, 2022) through the 10th anniversary of the date of grant or an earlier
change of control of the Company, subject to and in accordance with the
achievement of certain stock-price hurdles (ranging from $5.00 to $15.00 per
share) on or prior to such date, as outlined in the Curry Letter Agreement; and
(ii) subject to approval by the Board, options to purchase 160,000 shares of the
Company's common stock under the Equity Plan, with a per-share exercise price
equal to the greater of: (A) the closing price per share of the Company's common
stock on the date of grant, or (B) $2.50 (the "Curry Options"), which will vest
in equal annual installments on July 6, 2023, 2024, 2025 and 2026. If Ms.
Curry's service with the Company is terminated by the Company without cause or
by Ms. Curry for good reason (each as defined in Ms. Curry's Severance
Agreement, described below), in either case within 12 months following a change
of control, then subject to Ms. Curry's timely execution of a release of claims
in favor of the Company, any unvested portion of the Curry Options will fully
vest upon such termination and Ms. Curry will have 90 days thereafter (or until
the Curry Options' 10-year expiration date, if earlier) to exercise any vested
Curry Options.

Effective July 6, 2022, the Company and Ms. Curry also entered into (i) a Change . . .

Item 7.01 Regulation FD Disclosure.



As described in Item 5.02, the Board appointed Jonathan Carpenter as CEO and
Mary Margaret Curry as CFO and Treasurer of the Company effective July 6, 2022.
A copy of the press release announcing the foregoing is furnished as Exhibit
99.1 hereto and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1 attached hereto, is
being furnished and shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject
to the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933 or the Exchange Act,
regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.

Exhibit No.            Description

10.1                     Letter Agreement, dated July 5, 2022, by and

between comScore, Inc. and

Jonathan Carpenter

10.2                     First Amendment to the comScore, Inc. Change of

Control Agreement, effective


                       as of July 6, 2022, by and between comScore, Inc.

and Jonathan Carpenter



10.3                     First Amendment to the comScore, Inc. Severance

Agreement, effective as of

July 6, 2022, by and between comScore, Inc. and

Jonathan Carpenter



10.4                     Letter Agreement, dated July 5, 2022, by and

between comScore, Inc. and Mary


                       Margaret Curry

10.5                     Change of Control Agreement, effective as of July

6, 2022, by and between

comScore, Inc. and Mary Margaret Curry

10.6                     Severance Agreement, effective as of July 6, 2022,

by and between comScore,


                       Inc. and Mary Margaret Curry

99.1                     Press Release dated July 6, 2022

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