Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
CFO Appointment
On October 19, 2021, the Board of Directors of comScore, Inc. (the "Company")
appointed Jonathan Carpenter, 45, as Chief Financial Officer ("CFO") and
Treasurer of the Company, effective November 29, 2021. Mr. Carpenter has served
as CFO of Publishers Clearing House, a direct marketing and media company, since
June 2016. 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
B.A. in economics from the University of Vermont.
Upon joining the Company, Mr. Carpenter will be paid a base salary of $515,000
per year and will be eligible to participate in the Company's short-term
incentive program beginning in 2022, with a target short-term incentive equal to
100% of his base salary. Beginning in 2023, he will be eligible to participate
in the Company's long-term incentive program on terms commensurate with other
senior executives of the Company, subject to approval by the Board of Directors.
He will also be eligible for the Company's standard benefits programs.
Mr. Carpenter will receive a one-time cash signing bonus of $300,000 on February
15, 2022, which bonus must be repaid if his employment is terminated by the
Company for cause or if he voluntarily resigns without good reason (each as
defined in the Severance Agreement described below) prior to November 29, 2022.
Mr. Carpenter will also receive a one-time grant of $1,600,000 in restricted
stock units ("RSUs"), which will vest as to one-third on each of the first three
anniversaries of his start date, generally subject to continued service through
each vesting date. Vested RSUs will be deferred until the earlier of Mr.
Carpenter's separation from service or a change in control of the Company. In
addition to the separation benefits described below, if Mr. Carpenter's
employment is terminated by the Company without cause or if he resigns for good
reason, in either case prior to a change in control, a portion of the RSU grant
equal to 15 months of vesting (or the remaining term, if shorter) will vest upon
termination. This RSU grant is expected to qualify as an "inducement award,"
available solely for new employees under limited circumstances, within the
meaning of Nasdaq Listing Rule 5635(c)(4).
Mr. Carpenter will be eligible for separation benefits as set forth in a
Severance Agreement and a Change of Control Agreement with the Company (the
"Termination Agreements"). Each of the Termination Agreements has a two-year
initial term with automatic one-year renewals thereafter. The Termination
Agreements provide that if Mr. Carpenter's employment is terminated by the
Company without cause or if he resigns for good reason (each as defined in the
Termination Agreements), then, subject to compliance with certain
post-employment covenants and execution and non-revocation of a release of
claims in favor of the Company, he would be eligible to receive (i) payment of
all accrued but unpaid vacation, expense reimbursements, wages and other
benefits due under the Company's plans, policies and arrangements; (ii)
reimbursement of COBRA premiums (or an equivalent cash distribution if his
severance period exceeds the permitted COBRA participation period) for his
severance period; and (iii) the following salary and short-term incentive
payments, depending on the time of termination or resignation:
Time of Termination or Resignation                      Benefit
Prior to a change in control                            Salary: Continuing cash payments at a rate
                                                        equal to his base salary then in effect, for
                                                        15 months following termination, to be paid
                                                        periodically in

accordance with the Company's


                                                        normal payroll

policies.



                                                        Short-Term

Incentive Benefit: A lump sum cash


                                                        payment equal to the product of multiplying
                                                        (A) the full-year short-term incentive award
                                                        he would have

earned had he remained employed


                                                        through the end of the calendar year of his
                                                        termination, based on the degree of
                                                        satisfaction of the applicable performance
                                                        objectives, by (B) a fraction, the numerator
                                                        of which is the total number of days that
                                                        have elapsed during the calendar year through
                                                        the date of

termination and the denominator


                                                        of which is the

total number of days in such


                                                        calendar year.
On or within 12 months after a change in                Salary: A lump sum cash payment (less
control                                                 applicable

withholding taxes) equal to 15


                                                        months of his base salary in effect
                                                        immediately prior to his termination date or,
                                                        if greater, at the level in effect
                                                        immediately prior to the change in control.


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                                                  Short-Term Incentive Benefit: A lump sum cash
                                                  payment equal to the product of multiplying (A)
                                                  an amount equal to the greater of (1) his
                                                  target short-term incentive award for the
                                                  calendar year of his termination and (2) the
                                                  full-year short-term incentive award he would
                                                  have earned had he remained employed through
                                                  the end of the calendar year of his
                                                  termination, based on the degree of
                                                  satisfaction of the applicable performance
                                                  objectives, to the extent determinable, by (B)
                                                  a fraction, the numerator of which is the total
                                                  number of days that have elapsed during the
                                                  calendar year through the date of termination
                                                  and the denominator of which is the total
                                                  number of days in such calendar year.


Further, if Mr. Carpenter is terminated without cause or resigns for good reason
on or within 12 months after a change in control, his Change of Control
Agreement provides that his then-outstanding and unvested equity awards would be
subject to the following treatment:
Type of Award                                           Benefit
Equity awards not subject to performance
goals                                                   Such awards would

vest in full.



Equity awards subject to performance goals              Such awards would vest as to the greater of
                                                        (A) the target number of shares subject to
                                                        the award or (B) if at least 50% of the
                                                        performance period has elapsed, the number of
                                                        shares that would have been earned through
                                                        the end of the performance period based on
                                                        the degree of

satisfaction of the applicable


                                                        performance

objectives.




In the event the payments or benefits under the Termination Agreements (i) would
constitute "parachute payments" within the meaning of Section 280G of the
Internal Revenue Code and (ii) would subject Mr. Carpenter to the excise tax
imposed by Section 4999 of the Code, Mr. Carpenter would receive such payment as
would entitle him to receive the greatest after-tax benefit.
The foregoing description of the Termination Agreements does not purport to be
complete and is qualified in its entirety by reference to the Termination
Agreements, copies of which are filed herewith as Exhibit 10.1 and Exhibit 10.2
and are incorporated herein by reference.
Mr. Carpenter is expected to enter into the Company's standard form of
indemnification agreement (the "Indemnification Agreement"). Pursuant to the
Indemnification Agreement, the Company will agree to indemnify Mr. Carpenter
against certain liabilities that may arise by reason of his status or service as
CFO and Treasurer and to advancement of his expenses incurred as a result of any
proceeding as to which he may be indemnified. The Indemnification Agreement is
intended to provide indemnification rights to the fullest extent permitted under
applicable law and is in addition to any other rights Mr. Carpenter may have
under the Company's amended and restated certificate of incorporation, bylaws
and applicable law.
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. There are no arrangements or
understandings between Mr. Carpenter and any other persons pursuant to which he
was selected as CFO and Treasurer.
As described above, Mr. Carpenter has served as CFO of Publishers Clearing
House, which is a customer of the Company. In 2020 and the first nine months of
2021, the Company recognized revenue of approximately $0.2 million from
transactions with Publishers Clearing House in the normal course of business.
Interim Designation
On October 19, 2021, the Company's Board of Directors designated William Livek,
the Company's current Chief Executive Officer and Executive Vice Chairman, to
serve as the Company's interim principal financial officer until Mr. Carpenter's
start date on November 29, 2021. Mr. Livek will not receive any additional
compensation or benefits in connection with this interim designation. There are
no family relationships between Mr. Livek 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. There are no arrangements or understandings
between Mr. Livek and any other persons pursuant to which he was designated as
interim principal financial officer. Information regarding Mr. Livek's business
experience, positions with the Company and related transactions was previously
disclosed in the Company's Proxy Statement for its 2021 annual meeting of
stockholders, as filed with the Securities and Exchange Commission on April 29,
2021, and is incorporated herein by reference.
                                       3
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Item 7.01 Regulation FD Disclosure.
On October 25, 2021, the Company issued a press release announcing Mr.
Carpenter's appointment as CFO. A copy of the press release 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                     Severance Agreement, effective as of November 29,

2021, by and between the


                       Company and Jonathan Carpenter

10.2                     Change of Control Agreement, effective as of

November 29, 2021, by and


                       between the Company and Jonathan Carpenter

99.1                     Press release dated October 25, 2021

101.INS                XBRL Instance Document - the instance document does

not appear in the


                       Interactive Data File because its XBRL tags are

embedded within the Inline


                       XBRL document.

101.SCH                Inline XBRL Taxonomy Extension Schema Document.

101.CAL                Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF                Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB                Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE                Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104                    Cover Page Interactive Data File - the cover page

iXBRL tags are embedded


                       within the Inline XBRL document


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