180 Degree Capital congratulates Matt Mclaughlin on election to Comscore board

180 Degree Capital (TURN) congratulated Matt McLaughlin on his election to the Board of Directors of comScore (SCOR). 180 Degree Capital originally nominated Matt to SCOR’s Board based on his deep background and experience in the adtech and measurement industries having served as COO of DoubleVerify Holdings. 180 Capital said, ” For over two years we have sent SCOR’s Board a series of private and public letters that include a myriad of recommendations we believe it could take to maximize value for all of SCOR’s stakeholders. Recently, we have stayed mostly silent as we were hopeful the nomination of Matt to join SCOR’s Board was an indication that it takes its governance role seriously and that it would finally take action on other pressing items. After all, representatives of SCOR’s Board with whom we have spoken with, primarily its Chairman, Nana Banerjee, have repeatedly told us they aren’t sitting on their hands and are contemplating many ideas for addressing these pressing issues. Alas, the only thing it appears SCOR’s Board has been able to agree on is the addition of Matt to its Board; it has failed to reach conclusion on substantially all of the outstanding issues that continue to plague the value of SCOR’s common stock. One would think by now there would be some level of urgency to counteract the 90% decline in the share price that has occurred under this Board’s watch. Shame on us for having a glass-half-full outlook regarding the ability of this Board to create value. hat said, we will not sit idly by, and therefore we thought it would be helpful to reiterate the multitude of suggestions we have made in numerous public and private communications regarding steps that SCOR’s Board and Preferred Stockholders could take to demonstrate alignment with, and create value for, all stakeholders, including common stockholders, and most importantly, the hardworking employees of SCOR: Materially lower the levels of compensation paid to SCOR’s directors to be in-line with similar sized public companies. Furthermore, the Preferred representatives who are employees of the Preferred holders should waive all compensation. In 2023, SCOR’s completely ineffective Board received aggregate compensation of almost $900,000 in cash and $2.3 million in total when including stock-based compensation. This level of compensation by any metric is excessive, particularly given the size of SCOR, and egregious given the failure of the Board to build value for all stakeholders. We also reiterate that board compensation paid to appointees of the preferred stockholders should reduce any accrued dividends due to such preferred stockholders. Reduce the size of the Board to be comprised of those directors who provide critical value to the future of SCOR and a maximum of one director per preferred holder. The other directors can shift to board observers if their participation in meetings is viewed as imperative. While we are delighted Matt McLaughlin has joined the Board, 11 members is entirely too large for a company of this size. Persuade the Preferred Stockholders to take their historical accrued dividends and the upcoming dividend in common stock at a significant premium to the current stock price versus cash. This step will allow SCOR to retain cash for investment into its business while showing alignment with common shareholders. If the preferred stockholders show alignment with common stockholders, we believe SCOR’s common stock is likely to climb well above the price at which they are willing to take their dividend. Provide transparency on processes that SCOR’s Board will use if a special dividend is called. While the size of the potential special dividend will decrease materially to less than $50 million with the next scheduled normal dividend, it is incumbent on SCOR’s Board to remove ambiguities around the potential remaining amount and state clearly that such payment is highly unlikely to be made, even if called, based on its responsibilities under Delaware corporate law. We will hold the Board accountable to adhere to Delaware Law on this topic. Should SCOR’s Board, even with the addition of Matt, be unable to resolve its existing dysfunction, we request that SCOR hire one or more outside parties to come in and break this Board of its inability to act. A management consulting company could provide the Board with steps it can take to improve its governance and alignment with common shareholders. An investment bank would be able to provide options for how to create the most value. If that means selling the whole company, then so be it. If that means selling an asset, then do that. All we hear from representatives of SCOR is that SCOR’s Board can’t agree on a direction. Deadlock is completely unacceptable at this stage, and we believe SCOR’s Board either needs to conclude or arrive at a process to help it conclude. We encourage SCOR’s Board to publicly announce such decisions to show it is taking this step seriously.”