David Kline
About David Kline
David Kline (age 67 as of April 22, 2024) has served on Comscore’s Board since March 2021. He is Executive Vice President at Charter Communications and President of Spectrum Reach (Charter’s advertising sales division). Previously, he held senior roles at Visible World (now FreeWheel) and served more than 17 years as President and COO of Cablevision Media Sales; he sits on boards for the Video Advertising Bureau and private companies Ampersand, Blockgraph (Chair), and Canoe. He holds a B.A. from Ohio State University in a personalized program focused on marketing, finance, accounting, and management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Charter Communications / Spectrum Reach | Executive Vice President; President, Spectrum Reach | Joined Charter in 2015; current as of proxy | Leads advanced TV advertising strategy and operations |
| Visible World (now FreeWheel) | President & COO | Prior to Charter (dates not disclosed) | Directed household addressable sales and programmatic advertising |
| Cablevision Media Sales (now Altice Media Solutions) | President & COO | More than 17 years | Led traditional TV ad sales, operational leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Video Advertising Bureau | Director | Not disclosed | Industry trade group |
| Ampersand (private) | Board member | Not disclosed | Private company; advertising consortium |
| Blockgraph (private) | Chairman | Appointed April 2022 | Data/identity infrastructure for TV ad ecosystem |
| Canoe (private) | Board member | Not disclosed | Addressable advertising technology |
Board Governance
- Committee assignments: Member, Compensation Committee (2023); the Stockholders Agreement requires the Charter-designated director to be appointed to both the Compensation Committee and the Nominating & Governance Committee while Charter maintains ≥7.5% as-converted ownership .
- Independence: The Board determined David Kline to be independent under SEC and Nasdaq rules (as of 2023) .
- Attendance: In 2023, each current director attended at least 75% of aggregate Board and applicable committee meetings; the Board met 13 times .
- Board structure transition: If the preferred recapitalization closes, the Board will be reduced from 10 to 7 directors (including Kline), with more than 20% annualized cash compensation savings from smaller size and prior equity reductions. Preferred holders retain designation rights (one director each at ≥7.5% ownership) and jointly nominate an “Additional Director” designated as Board Chair while preferred holders in aggregate hold ≥22.5% .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $50,000 | Non‑employee directors; paid quarterly |
| Compensation Committee member retainer | $7,500 | Member (unchanged after March 1, 2023) |
| Other committee retainers (reference) | Audit chair/member: $20,000 / $10,000; Nominating chair/member: $10,000 / $5,000; Finance & Acquisitions chair/member: $5,000 / $5,000 | Program reduced March 1, 2023; shown for structure context |
| Director compensation parity for designees | Same as other non‑employee directors | Stockholders Agreement ensures equal pay for designated directors unless otherwise approved |
Performance Compensation
| Award Type | Grant Date | Number/Value | Vesting/Terms | Notes |
|---|---|---|---|---|
| RSUs (2023‑2024 director term) | July 5, 2023 | Grant date fair value $131,286 | Vests at earliest of June 30, 2024, 2024 Annual Meeting, or change in control; deferred to separation or change in control | |
| RSUs scheduled to vest (as of 4/22/2024) | N/A | 8,415 shares | Within 60 days of April 22, 2024 | Assigned to Charter by Kline |
| Vested deferred stock units (DSUs) | N/A | 8,853 shares | Settled on separation or change in control | Assigned to Charter by Kline |
| Annual director RSUs (2025‑2026) | July 1, 2025 | Program granted “up to 10,000 shares” per director; accelerated for certain separating directors | Acceleration upon separation for specified directors at closing (not Kline) |
- Performance metrics for director equity: None disclosed; director RSUs are time‑based (no performance or market conditions for 2023‑2024 awards) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Executive affiliation | Executive Vice President at Charter Communications; President of Spectrum Reach |
| Preferred stockholder designation | Charter is a major preferred holder with Board designation rights; Kline is Charter’s designee |
| Related‑party commercial ties | Comscore has material transactions with Charter (DLA license fees, revenue, costs, liabilities). 2024: Revenue $2.045M; Cost of revenues $21.669M; liabilities incl. A/P $83K, accrued expenses $8.389M, non‑current accrued data costs $22.031M |
| Control and consent rights | Preferred holders retain consent rights over major actions; designees may share information with sponsoring stockholder under code carve‑outs |
Expertise & Qualifications
- Deep operating experience in traditional and advanced TV advertising, with leadership roles across major cable and ad‑tech ecosystems; extensive industry relationships and perspective relevant to Comscore’s media measurement and monetization strategy .
Equity Ownership
| Metric | Amount/Status |
|---|---|
| Beneficial ownership (as of Oct 31, 2025) | “—” for Common and Series B Preferred; not shown as individually owning shares |
| Vested DSUs (assigned to Charter) | 8,853 shares |
| Unvested/near‑term RSUs (assigned to Charter) | 8,415 shares scheduled to vest within 60 days of April 22, 2024 |
| Ownership guidelines | Board guideline: directors expected to own ≥5x annual cash retainer. However, code carve‑out specifies no share ownership requirements for Charter/Liberty/Cerberus designated directors, and allows transfer of director equity to the sponsoring stockholder |
Insider Trades
| Filing | Date | Instrument | Notes |
|---|---|---|---|
| Form 4 (Charter‑related) | April 5, 2024 | DSUs/RSUs held by Kline, Liduena, Murphy; rights/interests assigned to Charter (17,211 DSUs and 11,100 RSUs across the group; Kline’s interests assigned) | Derived from Schedule 13D/Form 4 disclosures cited in proxy |
Governance Assessment
- Strengths: Kline brings decades of senior operating experience in TV advertising and addressable/programmatic technology, supporting Board oversight of Comscore’s media and ad‑measurement strategy . Attendance thresholds met in 2023 (≥75%), indicating engagement .
- Risks/Conflicts – High: Kline is a Charter‑designated director while Comscore has significant related‑party transactions with Charter (DLA fees; revenue/cost ties; accrued liabilities), creating potential conflicts of interest in capital allocation and commercial decisions . Preferred holders retain consent rights over major corporate actions; designees are guaranteed committee seats (Compensation and Nominating) at ownership thresholds—heightening influence over governance levers .
- Policy carve‑outs – RED FLAG: The code explicitly states no share ownership requirements for preferred‑designated directors and permits immediate transfer of director equity to the sponsoring stockholder; it also affirms information‑sharing allowances, undermining typical independence/ownership alignment standards .
- Control safeguards: Special Committee of disinterested directors negotiated the 2025 recapitalization, conditioned on a majority vote of disinterested stockholders to mitigate controlling stockholder concerns under DGCL §144 safe harbors .
- Cost discipline signal: Board size reduction from 10 to 7 expected to drive >20% annualized cash compensation savings, incremental to prior equity reductions—positive for governance cost efficiency .
Committee Map (current/as disclosed)
| Committee | Role | Status/Notes |
|---|---|---|
| Compensation Committee | Member | Listed member during 2023 |
| Nominating & Governance Committee | Member | Required appointment for Charter‑designated director while Charter owns ≥7.5% (post‑recap structure) |
| Audit Committee | Not listed | Not indicated for Kline in 2023 |
| Finance & Acquisitions Committee | Not listed | Not indicated for Kline in 2023 |
Director Compensation Mix Summary
| Category | Cash | Equity | Notes |
|---|---|---|---|
| Structure | Board retainer: $50,000; Committee member retainer: $7,500 (Compensation); other committee retainers per schedule | Annual RSUs with grant‑date fair value $131,286 (2023‑2024 term); RSUs vest time‑based and are deferred to separation/change in control | Designated directors receive same compensation as other non‑employee directors |
RED FLAGS
- Preferred‑designee exemptions from ownership requirements; ability to transfer director equity to sponsoring stockholder .
- Committee assignment guarantees for preferred‑designated directors (Compensation, Nominating), expanding influence over pay and board composition .
- Material related‑party transactions with Charter (revenues, costs, and liabilities) while Kline is Charter’s designee on Comscore’s Board .
- Broad consent rights retained by preferred holders over major corporate actions, potentially constraining independent board discretion .