Attached files
file | filename |
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10-K - 10-K - COMSCORE, INC. | w81968e10vk.htm |
EX-31.2 - EX-31.2 - COMSCORE, INC. | w81968exv31w2.htm |
EX-23.1 - EX-23.1 - COMSCORE, INC. | w81968exv23w1.htm |
EX-32.1 - EX-32.1 - COMSCORE, INC. | w81968exv32w1.htm |
EX-32.2 - EX-32.2 - COMSCORE, INC. | w81968exv32w2.htm |
EX-31.1 - EX-31.1 - COMSCORE, INC. | w81968exv31w1.htm |
EX-21.1 - EX-21.1 - COMSCORE, INC. | w81968exv21w1.htm |
Exhibit 10.17
Summary of 2011 Executive Compensation Bonus Policy
On March 15, 2011, the Compensation Committee (the Committee) of the Board of Directors of
comScore, Inc. (the Company), following a review of the Companys executive compensation program
in conjunction with its outside compensation consultant, approved the following: (i) base salaries
for 2011 to be effective as of March 1, 2011; (ii) short-term performance-based stock bonus target
and maximum levels to be paid entirely with awards of restricted stock based on 2011 annual
performance for named executive officers of the Company; and (iii) long-term performance-based
stock bonus target and maximum levels to be paid entirely with awards of restricted stock based on
2011 annual performance for named executive officers of the Company:
Value of Short-Term | Value of Long-Term | |||||||||||||||||||
Performance-Based Stock | Performance-Based Stock Bonus | |||||||||||||||||||
Bonus Level for Annual | Level for Annual Performance at | |||||||||||||||||||
Performance at Time of Grant | Time of Grant | |||||||||||||||||||
2011 Base | ||||||||||||||||||||
Annualized | ||||||||||||||||||||
Name and Principal Position | Salary | Target | Maximum | Target | Maximum | |||||||||||||||
Magid M. Abraham, Ph.D. |
$ | 393,100 | * | $ | 471,750 | $ | 707,625 | $ | 1,179,000 | $ | 1,768,500 | |||||||||
President, Chief Executive Officer and Director |
||||||||||||||||||||
Kenneth J. Tarpey |
315,000 | 118,125 | 141,750 | 275,625 | 330,750 | |||||||||||||||
Chief Financial Officer |
||||||||||||||||||||
Gian M. Fulgoni |
346,000 | * | 311,400 | 467,100 | 795,800 | 1,193,800 | ||||||||||||||
Executive Chairman of the Board of Directors |
||||||||||||||||||||
Gregory T. Dale |
290,000 | 69,600 | 130,500 | 162,400 | 304,500 | |||||||||||||||
Chief Operating Officer |
||||||||||||||||||||
Christiana L. Lin |
265,000 | 79,500 | 119,250 | 185,500 | 278,250 | |||||||||||||||
Executive Vice President, General Counsel and
Chief Privacy Officer |
* | Until February 28, 2011, Dr. Abraham and Mr. Fulgoni each received a base salary paid in cash at the rate previously approved by the Committee for 2010. Following such date, in lieu of receiving a cash salary for the remainder of 2011, each of Dr. Abraham and Mr. Fulgoni will receive an award of common stock of the Company with a value equal to the amount of salary foregone by Dr. Abraham and Mr. Fulgoni, respectively, based on the closing price of Company common stock as reported on the NASDAQ Global Market at the time of grant. The awards in lieu of salary will be made by the Committee as soon as practicable following the end of our 2011 fiscal year. These awards are expected to be fully vested at the time of grant. Dr. Abraham and Mr. Fulgoni proposed to be paid in stock following February 28, 2011 in order to increase the Companys flexibility to invest in growth initiatives and to further align key executive interests with stockholder interests. |
The Company anticipates that each of the short-term and long-term performance-based stock
bonus awards, if awarded, will be made during the first quarter of 2012 based on each executives
actual performance and will be valued based on the closing price of the Companys common stock as
reported on the NASDAQ Global Market on the date of grant. Recipients must remain employed through
the date that awards are granted in order to earn the awards. The Committee, in its sole
discretion, retains the right to amend, supplement, supersede or cancel the bonus program for any
reason, and reserves the right to determine whether and when to pay out any awards, regardless of
the achievement of the performance targets.
The Company expects that the short-term performance-based stock bonus awards will be fully
vested upon the grant date. The Company further expects that one-quarter of the number of shares
of the long-term performance-based stock bonus awards to each named executive officer would vest
immediately upon the grant date, and the one-quarter of the shares subject to the award would vest
annually thereafter beginning on the first anniversary of the grant date until the full amount of
the award is vested, subject to continued employment through each of the vesting dates.