Brian Wendling
About Brian Wendling
Brian Wendling (age 51 as of April 22, 2024) has served as a non‑employee director of Comscore (SCOR) since March 2021. He is Chief Accounting Officer and Principal Financial Officer of Liberty Media Corporation, Qurate Retail, Inc., Liberty Broadband Corporation and Atlanta Braves Holdings, Inc., and serves as SVP & CFO of Liberty TripAdvisor Holdings, Inc.; previously in KPMG’s assurance practice. He holds a B.S. in Accounting from Indiana University and brings 25+ years of accounting, public reporting and compliance experience. The Board determined Wendling is independent under SEC and Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG | Assurance Practice | Pre‑1999 | Audit experience foundation |
| Fun Technologies Inc. | Director (past) | Not disclosed | Board oversight |
| CommerceHub, Inc. | Director (past) | Not disclosed | Board oversight |
External Roles
| Organization | Role | Tenure | Interlock/Notes |
|---|---|---|---|
| Liberty Media Corp. | Chief Accounting Officer & Principal Financial Officer | Since at least 1999 | Liberty ecosystem executive |
| Qurate Retail, Inc. | Chief Accounting Officer & Principal Financial Officer | Since at least 1999 | Qurate transferred SCOR preferred to Liberty Broadband in 2023 |
| Liberty Broadband Corp. | Chief Accounting Officer & Principal Financial Officer | Since at least 1999 | Liberty Broadband designated Wendling to SCOR Board |
| Atlanta Braves Holdings, Inc. | Chief Accounting Officer & Principal Financial Officer | Since at least 1999 | Liberty ecosystem executive |
| Liberty TripAdvisor Holdings, Inc. | SVP & Chief Financial Officer | Not disclosed | Liberty ecosystem executive |
| Clothes to Kids of Colorado | Board member | Not disclosed | Non‑profit governance |
| Indiana University Accounting Advisory Board | Board member | Not disclosed | Academic advisory role |
Board Governance
- Independence: Board determined Wendling is independent under SEC/Nasdaq; Board/committees comprised of majority independent directors in 2023 .
- Committee memberships (2023–2024): Compensation Committee member; Finance & Acquisitions Committee member .
- Attendance: Board met 13 times in 2023; each director attended at least 75% of Board and relevant committee meetings; nine of ten directors attended the 2023 annual meeting .
- Designation rights/Board composition: Under Stockholders Agreements, Preferred Stockholders (Charter, Liberty Broadband, Cerberus/Pine) may designate directors; Liberty Broadband designated Wendling. Upon the 2025 Exchange closing, expected Board includes Brian Wendling among seven directors (mix of designees and unaffiliated directors) . For so long as Liberty Broadband owns ≥7.5% voting stock, the Liberty Director must be appointed to the Compensation and Nominating & Governance Committees; Preferred Stockholders collectively may designate an Additional Director as Board Chair while aggregate ownership ≥22.5% .
- Executive sessions: Independent/non‑management directors meet in executive session regularly .
Fixed Compensation
| Component | Amount | Timing/Notes |
|---|---|---|
| Annual Board cash retainer | $50,000 | Paid quarterly in arrears (2023 program) |
| Committee retainers (from 3/1/2023) | Compensation: $7,500 (member); Chair $15,000 | Reduced March 1, 2023 |
| Finance & Acquisitions Committee | $5,000 (member); Chair $5,000 | Reduced March 1, 2023 |
| Nominating & Governance Committee | $5,000 (member); Chair $10,000 | Policy detail |
| Audit Committee | $10,000 (member); Chair $20,000 | Policy detail |
| Wendling – Fees earned (2023) | $62,910 | Includes prorated leadership/committee fees |
Performance Compensation
| Award Type | Grant Date | Grant Value (Fair Value) | Shares/Price Basis | Vesting/Settlement | Notes |
|---|---|---|---|---|---|
| RSUs (Director 2023–2024 term) | July 5, 2023 | $131,286 | Number = $170,000 ÷ $1.01; directors elected higher price vs $0.78 market to reduce share count | Vest in full on earliest of June 30, 2024; 2024 Annual Meeting; change in control; then deferred and settled in stock at separation or change in control | Aligns interests; compensation reduced >30% vs prior program |
| Wendling – Stock awards (2023) | 2023 | $131,286 | RSUs per above | As above | Individual disclosure |
No director performance metrics (e.g., revenue, EBITDA, TSR) are disclosed for non‑employee director awards; RSUs are time‑based with deferral features .
Other Directorships & Interlocks
- Designation Interlocks: Wendling was designated to SCOR’s Board by Liberty Broadband; Preferred Stockholders have consent and designation rights over directors/committees .
- Related‑Party Transactions: SCOR recognized ~$0.9m revenue from Qurate and affiliates in each of 2023 and 2022; Charter transactions were $2.0m revenue and $19.9m expense in 2023 .
- Committee placements tied to investors: Liberty Director must be appointed to Compensation and Nominating & Governance committees while ownership thresholds persist .
Expertise & Qualifications
- Financial reporting and compliance (Principal Financial Officer/Chief Accounting Officer) .
- Public company governance; prior director service (Fun Technologies, CommerceHub) .
- Industry familiarity with media/commerce via Liberty/Qurate ecosystem .
Equity Ownership
| Metric | As of Apr 22, 2024 | As of Oct 31, 2025 |
|---|---|---|
| Common shares beneficially owned | 21,768 | 32,507 |
| Ownership % of common | <1% | <1% |
| Vested deferred stock units | 8,853 | Not updated |
| Unvested RSUs (director term) | 8,415 | Not updated |
Stock Ownership Guidelines: Directors expected to own ≥5× annual Board cash retainer; five‑year compliance period; 100% of net shares from vesting/exercise must be held until guideline met. Compliance status for Wendling is not disclosed .
Governance Assessment
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Positives:
- Independent status affirmed; strong accounting and public reporting expertise; participation on Compensation and Finance & Acquisitions Committees enhances oversight in key risk areas .
- Good engagement: Board met 13 times in 2023 with ≥75% attendance by each director; independent directors hold executive sessions .
- Director pay was reduced in 2023 (cash/equity) and RSU grant mechanics were adjusted to reduce share count, signaling cost discipline and alignment .
-
Risks and potential conflicts:
- Preferred Stockholder designation rights allow Liberty Broadband (where Wendling is an executive officer) to appoint a director and require committee placements (Compensation and Nominating & Governance) while thresholds persist, creating perceived influence over governance and pay decisions. This can challenge independence in substance despite formal independence determinations. RED FLAG: investor‑tied committee entitlements .
- Related‑party exposure: ongoing commercial transactions with Charter and Qurate; Wendling’s executive role at Qurate/Liberty increases interlock risk. RED FLAG: related‑party transactions with investor‑affiliated entities .
- Concentrated investor rights (consents over corporate actions, Board size changes, debt incurrence, management changes, dividends) can limit Board autonomy and investor confidence if not balanced by unaffiliated directors. RED FLAG: broad consent rights of Preferred Stockholders .
-
Alignment:
- Time‑based RSUs with deferral promote long‑term orientation; ownership guidelines require meaningful holdings. Specific compliance status for Wendling not disclosed .
- Wendling’s beneficial ownership increased from 21,768 (Apr 2024) to 32,507 (Oct 2025), modestly improving alignment though still <1% .
-
Overall implication:
- Wendling’s technical finance expertise and committee roles support Board effectiveness; however, Liberty‑linked designation and committee rights plus related‑party business ties warrant close monitoring of compensation and nomination decisions to preserve independence in fact and mitigate conflicts for minority shareholders .