COMSCORE, INC. 8-K

What Happened

• comScore, Inc. announced on May 28, 2026 that the Board appointed Matt McLaughlin as Chief Executive Officer, effective that date. Former CEO Jon Carpenter transitioned to a senior advisor role through October 1, 2026 and resigned from the Board effective May 28, 2026. The Board also appointed Stuart Frankel as an independent director and chair of the Audit Committee (term through the 2027 annual meeting).

Key Details

• Compensation for CEO Matt McLaughlin: annualized base salary of $625,000 (with a 3% annual adjustment); target short-term incentive (STIP) equal to 100% of base salary (prorated for 2026); standard executive benefits; initial Letter Agreement term of two years with automatic one-year renewals unless timely non-renewed.
• Equity grants to McLaughlin: options to buy 449,727 shares (exercise price = closing price on grant date) vesting ratably over 3 years; 303,030 time-based RSUs vesting ratably over 3 years; 400,000 PRSUs vesting on the 3rd anniversary subject to stock-price hurdles. Vested RSUs/PRSUs payable at separation or change of control; awards include accelerated vesting on certain events.
• Severance/change-of-control for McLaughlin: upon qualifying termination without cause or for good reason, severance equal to base salary plus target STIP for the lesser of the remainder of the term and 12 months, plus COBRA premium reimbursement (subject to release and restrictive covenants).
• Jon Carpenter Separation: will serve as senior advisor through Oct 1, 2026 at his $600,000 annual base salary and remain eligible for STIP and benefits; separation provides a 24-month severance period (per prior agreement terms), prorated 2026 STIP at target, full vesting of a prior cash incentive award, and up to $25,000 in legal fee reimbursement. Carpenter’s board resignation was not due to any disagreement with the Company.

Why It Matters

• The filing documents a material leadership change: a new CEO with extensive digital media measurement and operations experience (previously COO of DoubleVerify) and a package that ties significant compensation to equity and performance hurdles. For investors, the structure and size of the equity and incentive awards (options, RSUs, PRSUs) indicate management’s pay is linked to multi-year stock performance milestones and typical severance protections are in place. The appointment of an independent director as Audit Committee chair is a notable governance change.