Bill Livek

About William (Bill) Livek

William (Bill) Livek, age 70, is Vice Chairman and a Class II director at Comscore; he previously served as CEO (Nov 2019–Jul 2022) and President (Jan 2016–May 2018). He joined Comscore via the 2016 merger with Rentrak, where he was Vice Chairman and CEO (2009–2016); prior roles include founder/CEO of Symmetrical Capital and senior leadership at Experian. He holds a B.S. in Communications (Radio/Television) from Southern Illinois University. He serves on the boards of Red Violet, Inc. (since Jan 2024) and the Advertising Research Foundation (since Jul 2022) .

Past Roles

External Roles

Board Governance

• Current role and board structure: Vice Chairman; Chairman is David Kline (independent) . The board determined 8 of 10 directors were independent in 2025; those named independents do not include Livek, indicating he is not classified as independent under SEC/Nasdaq standards .
• Committee assignments (standing): The 2025 director roster flags committee memberships; Livek is listed without any committee designation, indicating no standing committee roles (Audit, Compensation, Finance & Acquisitions, Nominating & Governance) .
• Special/ad hoc committee work (governance signal): Appointed to the Capital Restructure Committee in Dec 2024 and then to a new disinterested Special Committee (with Gillin and McLaughlin) on May 5, 2025, empowered to evaluate a sale, recapitalization, asset divestitures, or other alternatives; these were structured to mitigate conflicts related to preferred stockholder designees .
• Attendance and engagement: In 2024, the Board met 21 times and each current director attended at least 75% of Board and relevant committee meetings; independent/non‑management directors met in executive session . In 2023, the Board met 13 times with the same ≥75% attendance statement .

Board & Committee Activity

Fixed Compensation

• Structure (2024): Annual cash retainer $50,000; Committee retainers per year: Audit Chair $20k/Member $10k; Compensation Chair $15k/Member $7.5k; Nominating Chair $10k/Member $5k; Finance & Acquisitions Chair/Member $5k; certain ad hoc special committees paid retainers. Board Chair retainer reduced from $150k to $75k on Jul 1, 2024; some chairs elected to forego fees .
• Director compensation paid to Bill Livek: | Component ($) | 2023 | 2024 | |---|---:|---:| | Fees earned or paid in cash | 50,000 | 81,099 | | Stock awards (grant‑date fair value) | 131,286 | 155,393 | | Total | 181,286 | 236,492 |

Notes: Cash above base retainer reflects committee/special‑committee fees permissible under policy .

Performance Compensation

• Equity vehicle and terms: Non‑employee directors receive time‑based RSUs annually; no performance metrics are used for director equity. 2024–2025 RSUs granted July 1, 2024 with a target $170,000 using a higher “price for sizing” of $15.83 (vs. $14.47 close) chosen by directors to reduce share count; grant‑date fair value $155,393; vests fully at the earlier of Jun 30, 2025, 2025 Annual Meeting, or change in control; settlement deferred to separation or change in control . For 2023–2024, target $170,000 using $1.01 ($20.20 split‑adjusted) vs. $0.78 close ($15.60 split‑adjusted) to reduce share count; grant‑date fair value $131,286; similar vesting/deferral .

Other Directorships & Interlocks

The Comscore proxy discloses related‑party commercial activity primarily with WPP, Charter, and Qurate/Liberty Broadband; no Livek‑specific related‑party transactions were identified for 2023–2024 beyond standard director compensation .

Expertise & Qualifications

• Audience measurement and media analytics domain expertise; extensive executive leadership and customer relationships in measurement/marketing data .
• Public company governance (Vice Chair; former CEO) and transaction oversight through special committees .
• Academic: B.S. in Communications (Radio/Television), Southern Illinois University .

Equity Ownership

• Beneficial ownership: | As of | Common Shares Beneficially Owned | % of Common Outstanding | |---|---:|---:| | Apr 22, 2024 | 209,577 | 4.3% | | Oct 31, 2025 | 220,316 | 4.4% |

• Detailed holdings (as of Dec 31, 2024): Vested deferred stock units 16,332; unvested RSUs 31,989; exercisable options 15,000 (2018 Plan) .

• Ownership policies:

  • Stock ownership guideline: Directors expected to hold equity equal to ≥5x annual cash retainer; 5‑year compliance window; 100% of net shares from vesting/exercise must be held until guideline met .
  • Anti‑hedging/pledging: Directors and related persons prohibited from hedging or pledging Comscore equity and from most derivatives; trading preclearance and blackout periods apply .

Governance Assessment

• Independence and role: Livek is not classified as independent under SEC/Nasdaq in 2025, likely due to his recent CEO tenure and current Vice Chair role; the board had eight named independents excluding him and the CEO. This is a modest independence risk but typical for former CEOs retained as non‑executive chairs/vice chairs .
• Conflicts oversight: Positive mitigant—he was repeatedly assigned as a disinterested director on the Capital Restructure Committee and the 2025 Special Committee (with authority to evaluate sale/recap/asset divestitures) specifically to navigate preferred stockholder conflicts; process used independent advisors and delegated authority, indicating strong procedural safeguards .
• Alignment: Material personal equity stake (~4–4.4% of common) and RSU program with multi‑year vesting/deferral plus strict anti‑hedge/pledge and ownership guidelines signal alignment with public holders .
• Attendance and engagement: Board met 21 times in 2024; each current director met ≥75% attendance threshold—indicating adequate engagement. Independent directors hold regular executive sessions .

RED FLAGS and Watch Items

• Non‑independence: As a former CEO and current Vice Chairman, Livek is not counted among independent directors; monitoring is warranted to ensure committee leadership remains independent (he currently holds no standing committee roles) .
• Capital structure investor influence: Substantial preferred stockholder rights and board designation influence exist; however, Livek’s disinterested role on special committees is a counterbalance. Continued oversight of transactions involving preferred stockholders is prudent .

Appendix: Director Compensation Program Reference (for context)

• 2024 cash retainer schedule and ad hoc special committee fees eligibility .
• Director equity caps under the Amended 2018 Plan: non‑employee director annual maximum $900,000 (grant‑date value) .

All citations:

• Biography, roles, external boards, age, and current roster/committees:
• Independence determinations and board leadership:
• Special Committee and Capital Restructure Committee (disinterested director):
• Attendance and meeting counts:
• Director compensation tables and equity award terms:
• Options under 2018 Plan:
• Beneficial ownership:
• Ownership, hedging/pledging, clawback and policies:
• Related‑party transactions context (none naming Livek):