Jon Carpenter
About Jon Carpenter
Comscore’s CEO since July 2022 (CFO from Nov 2021–Jul 2022) and a Class II director since June 2024; age 49; B.A. Economics, University of Vermont . 2024 company performance under his tenure included revenue of $356.0 million vs a $390.0 million target and adjusted EBITDA of $42.4 million vs a $55.0 million target; TSR for a $100 investment stood at $8.74 at year-end and GAAP net loss was $60.3 million .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR – value of $100 investment | $34.73 | $25.00 | $8.74 |
| Net Income (Loss) ($000s) | ($66,561) | ($79,361) | ($60,248) |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Comscore | CFO & Treasurer | Nov 2021–Jul 2022 | Led finance; transitioned to CEO |
| Publishers Clearing House | CFO | Jun 2016–Nov 2021 | Oversaw finance at direct marketing/media firm |
| Nielsen Company | Divisional CFO | Not disclosed | Finance leadership in measurement businesses |
| Sears Holdings | Divisional CFO | Not disclosed | Retail finance leadership |
| NBCUniversal | Divisional CFO | Not disclosed | Media finance leadership |
| General Electric | Financial Management Program | Early career | Foundational finance training |
External Roles
None disclosed beyond Comscore directorship .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base salary ($) | 600,000 | 600,000 |
| Target annual bonus (% of base) | 100% | 100% |
| Actual annual bonus ($) | 180,000 | 48,000 (paid Mar 2025) |
Notes: 2024 incentive payout reflected culture score achievement only; revenue and adjusted EBITDA components paid 0% .
Performance Compensation
| Metric | Weight | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Revenue | 45% | $390.0m | $356.0m | 0% | Annual, paid Mar 2025 |
| Adjusted EBITDA | 45% | $55.0m | $42.4m | 0% | Annual, paid Mar 2025 |
| Culture objectives | 10% | Committee assessment | Achieved (80% payout) | 8% total plan payout | Annual, paid Mar 2025 |
Retention incentives:
- Cash retention bonus $165,000 (approved Mar 2024; paid Mar 2024 subject to service through Mar 15, 2025) .
- Cash Incentive Plan award $308,399 vesting Jun 12, 2025; accelerated on change-in-control or termination without cause/for good reason with release .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 36,648 common shares (<1% of outstanding) |
| Options (exercisable/unexercisable) | 12,500 / 12,500 at $50.00 strike; expire 8/24/2032; vest 50% on 7/6/2025 and 50% on 7/6/2026 |
| PRSUs outstanding | 3,600 threshold PRSUs; performance period end 7/6/2032; market value $21,024 at $5.84 close (12/31/2024) |
| Stock ownership guideline | CEO must hold ≥5x base salary; 5-year compliance window; required net-share holding until guideline met |
| Hedging/pledging | Prohibited for directors/executives and related persons |
| Director pay | No director compensation paid to Carpenter for 2024 board service |
Equity award design:
- 2022 PRSUs: 20,000 with quarterly vesting opportunities upon hitting stock-price hurdles ($34.00–$102.01); PRSUs vest at change-in-control by using deal per-share price to determine attainment .
- 2022 stock options: 25,000 at $50 strike vesting annually 2023–2026; full vesting if terminated without cause/for good reason within 12 months post change-in-control (with release); 90-day post-termination exercise window (no later than 10-year expiry) .
Employment Terms
| Provision | Prior to Change-of-Control termination | On/within 12 months post Change-of-Control termination |
|---|---|---|
| Cash severance | 24 months base salary paid over 24 months | 24 months base salary paid 60 days post termination |
| COBRA | 24 months reimbursement/cash equivalent | 24 months reimbursement/cash equivalent |
| Current-year STI | Pro-rata based on actual performance; paid with other execs | Pro-rata of greater of target or projected full-year; paid 60 days post termination |
| Time-based equity | No acceleration | Full acceleration |
| Performance equity | No acceleration (see PRSU award treatment) | Acceleration of greater of target or projected shares (or PRSU award’s special change-in-control rule) |
| Agreement term | 2-year initial, auto-renew annually; CoC agreement extends ≥12 months post CoC | |
| 280G cutback | Best-net approach (cut to avoid excise tax or pay full) |
Change-of-control definitions and good reason/for cause standards are as specified in Carpenter’s agreements .
Board Governance (director service, committees, independence)
- Board structure and leadership: Carpenter is CEO and a director; independent director David Kline is Chairman; Vice Chairman Bill Livek; majority independent board; average tenure ~3 years .
- Committees: Audit, Compensation, and Nominating & Governance committees are fully independent; committee rosters do not include Carpenter .
- Attendance and governance: Board met 21 times in 2024; all directors attended ≥75% of meetings; independent directors hold regular executive sessions; annual meeting attendance expected .
- Future board under recapitalization: Post-Exchange expected 7-member board including Carpenter; preferred stockholders each designate one director and jointly nominate the Chair; at least two unaffiliated directors; changes to board size require unaffiliated director approval .
- Dual-role implications: CEO is not Chair; independent Chair mitigates CEO-chair concentration risk; however, preferred holders retain significant consent rights (e.g., CEO hiring/termination, board size, debt incurrence) creating influence considerations despite neutral-voting caps and standstill provisions .
Compensation Policy & Shareholder Feedback
- Stock ownership, clawback, hedging/pledging, insider trading preclearance and blackout policies in place; no option repricing without shareholder approval .
- Say-on-pay (2023 vote held in Jun 2024): ~90% support; committee incorporated investor feedback in 2024 incentive design .
Compensation Structure Analysis
- Shift to cash retention due to under-reserved equity plan and underwater awards; retention bonuses ($165k + $308,399) indicate increased guaranteed/near-term cash vs at-risk equity .
- Performance incentives tightened: 2024 revenue/EBITDA targets set “challenging but achievable” yet missed, yielding only culture-derived payout (8%)—supports pay-for-performance alignment .
- Equity alignment: PRSUs require material stock-price appreciation; options at $50 strike remained out-of-the-money vs $5.84 YE price, constraining realizable equity value .
- Governance overlay: Strong policies (no hedging/pledging; robust clawback) but preferred-holder consent rights may limit independent board discretion on CEO employment decisions .
Risk Indicators & Red Flags
- Governance influence: Preferred stockholders expected to own ~82% on an as-converted basis post-Exchange; retain consent rights over CEO changes, debt, board composition; mitigants include neutral voting caps, standstills, and disinterested special committee oversight .
- Execution risk: 2024 operating targets missed; revenue and adjusted EBITDA below threshold; continued net losses .
- Retention risk: Reliance on cash retention in lieu of effective equity may be necessary until equity pool and price recover .
- No pledging/hedging allowed and no option repricing without shareholder approval—policies reduce alignment violations .
Equity Ownership & Beneficial Holders Context
| Holder | Common shares | % Common | Series B shares | % Series B |
|---|---|---|---|---|
| Cerberus/Pine | 1,807,595 | 27.2% | 31,928,301 | 33.3% |
| Charter | 1,722,399 | 25.9% | 31,928,301 | 33.3% |
| Liberty Broadband | 1,694,088 | 25.5% | 31,928,301 | 33.3% |
| WPP plc | 565,968 | 11.4% | — | — |
| Jon Carpenter | 36,648 | <1% | — | — |
Note: Post-Exchange consent and lock-up terms include six-month transfer restrictions at ≥$12.50 for exchange and conversion shares; registration efforts within six months could introduce resale supply after lock-up .
Investment Implications
- Pay-for-performance: 2024 incentives paid at 8% due to operating shortfalls; indicates discipline in bonus outcomes, but highlights execution headwinds .
- Alignment and retention: Carpenter’s equity is largely unrealizable at current prices (underwater options; high PRSU hurdles), necessitating cash retention—watch for future equity plan refresh and stock-price alignment to restore longer-term incentives .
- Governance and control: The recapitalization strengthens capital structure and eliminates preferred dividends, but preferred holders will wield significant consent rights; neutral voting caps and unaffiliated director protections mitigate, yet governance influence remains a factor in CEO autonomy and strategic decisions .
- Trading signals: Potential overhang from registered resales post lock-up could pressure shares; conversely, removing dividend overhang may improve investor base and liquidity if execution improves (revenue/EBITDA recovery) .
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