180 Degree Capital nominates Matthew McLaughlin for Comscore board

180 Degree Capital (TURN) announced that on January 25, 2024, it delivered a formal letter to comScore (SCOR) notifying it of its intention to nominate Matthew McLaughlin for election to the Company’s board of directors at SCOR’s 2024 annual meeting of stockholders. 180 Degree Capital’s nominee is: Matthew McLaughlin, 54, is a retired advertising technology executive and Naval officer. Most recently, Mr. McLaughlin served as COO of DoubleVerify Holdings, Inc. (DV). As previously announced in November 2023, 180 Degree Capital originally planned to nominate two director nominee candidates for consideration at the Annual Meeting. One of 180 Degree Capital’s original nominees was intended as a replacement for Brent Rosenthal. 180 Degree Capital welcomed the announcement by the Company on December 29, 2023, that Mr. Rosenthal would not stand for re-election at the Annual Meeting. 180 Degree Capital thanks the Board for taking incremental steps toward improving the corporate governance of SCOR, but it believes more steps need to be taken. Accordingly, 180 Degree Capital will pursue the nomination of Mr. McLaughlin. Subsequent to the announcement regarding Mr. Rosenthal, 180 Degree Capital communicated to the Board that it believes SCOR still needs to include a new member who will bring fresh perspectives, business knowledge, and additional focus on building value for common stockholders. The Nominating Committee of the Board initially expressed no interest in speaking with Mr. McLaughlin due, we believe, to a decision that it would not nominate him for election at the Annual Meeting regardless of his qualifications and complementary skill sets. Subsequent discussions appear to indicate that the Nominating Committee is willing to meet with Mr. McLaughlin, but we remain unconvinced that the Board will take actions that will lead to Mr. McLaughlin joining the Board at the Annual Meeting. As of the date of this filing, there are no formal discussions planned. 180 Degree Capital realizes that there are only three seats up for election, and it would prefer to not run candidates against Jon Carpenter, William Livek or Leslie Gillin, but it cannot stand idly by while the Board continues to be dysfunctional and operate in manners that are not in the best interest of all stakeholders. Once again, 180 Degree Capital’s strong preference is to not engage in a competitive proxy contest. 180 Degree Capital’s original filings were meant to initiate discussions to improve the corporate governance of SCOR. Initial steps were made on this front, but the Board only just initiated formal discussions with 180 Degree Capital on this topic in mid-January 2024. 180 Degree Capital is interested in action, the type of action that only is possible with representation on the Board. Given the limited number of director positions that are up for election at the Annual Meeting due to the Company’s staggered Board, 180 Degree Capital offers the following potential solutions: The Board expands to 11 members, five of whom would be non-preferred directors, with Mr. McLaughlin being appointed to the new vacancy coincident with the Annual Meeting; One of the current non-preferred appointed members of the Board transitions to a Board Emeritus or other Board Advisory role in conjunction with Mr. McLaughlin’s election/appointment to the Board so that person could remain involved with SCOR and its Board, if desired by both parties; or One of the current non-preferred appointed members resigns from the Board in conjunction with Mr. McLaughlin’s appointment to the Board that can coincide with the Annual Meeting.