Marty Patterson
About Marty Patterson
Marty Patterson (age 38) has served as an independent director of Comscore since March 2021. He is Senior Vice President at Liberty Media Corporation, Liberty Broadband Corporation and Liberty TripAdvisor Holdings, Inc., and previously served as SVP of Qurate Retail, Inc. from January 2020 to March 2025. He holds a B.A. from Colorado College and is a CFA Charterholder, with a background investing across technology, media and telecom (TMT). He joined the Charter Communications, Inc. board in April 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Qurate Retail, Inc. | Senior Vice President | Jan 2020 – Mar 2025 | Executive role; sponsor-designated director at Comscore under prior Qurate stake (transferred to Liberty Broadband) |
| Skyhook Wireless, Inc. | Director | Prior service (dates not specified) | Board oversight in location tech; private company |
| Ideiasnet S.A. | Director | Prior service (dates not specified) | Board oversight; public listing in Brazil |
External Roles
| Organization | Role | Tenure/Start | Committees/Impact |
|---|---|---|---|
| Liberty Media Corporation | Senior Vice President | Since 2010 | TMT investing/execution experience; affiliated stockholder in Comscore structure |
| Liberty Broadband Corporation | Senior Vice President | Since 2010 | Liberty designee rights at Comscore under Stockholders Agreement; Board deems him independent under Nasdaq rules |
| Liberty TripAdvisor Holdings, Inc. | Senior Vice President | Since 2010 | Corporate development/portfolio |
| Charter Communications, Inc. | Director | Apr 2025 – present | Large Comscore preferred stockholder; network interlock |
Board Governance
- Independence: The Board determined Patterson is independent under SEC and Nasdaq listing standards; the company notes Audit members (including Patterson) are not executive officers of their sponsoring investors.
- Committees (2024–2025): Audit Committee member (Audit met 6 times in 2024); Nominating & Governance Committee member (met 9 times in 2024). He is not a chair.
- Audit Committee financial expertise: The Board determined each Audit member, including Patterson, is an “audit committee financial expert.”
- Attendance: In 2024, each current director attended at least 75% of Board and relevant committee meetings.
- Tenure: Director since March 2021.
Fixed Compensation
| Component | Amount/Terms | Period/Date |
|---|---|---|
| Annual cash retainer (non-employee director) | $50,000 | 2024 |
| Committee retainers applicable to Patterson | Audit member $10,000; Nominating & Governance member $5,000 | 2024 |
| Fees earned in cash – Patterson | $65,000 total | 2024 |
| Chair/Lead retainers (reference; not applicable to Patterson) | Chair $150,000 until 7/1/2024 then $75,000; prior Lead Director $75,000 | 2024 |
Notes:
- Comscore does not disclose per-meeting fees for 2024; compensation is retainer-based.
Performance Compensation
| Award Type | Grant Date | Units / Detail | Grant-Date Fair Value | Vesting / Settlement | Performance Metrics |
|---|---|---|---|---|---|
| RSU (Director annual grant, 2024–2025 term) | Jul 1, 2024 | Unvested RSUs as of 12/31/2024: 10,739 units (Patterson) | $155,393 (per director, using $15.83 sizing price vs $14.47 close) | Vests in full on earliest of Jun 30, 2025; 2025 Annual Meeting; or change in control; delivery deferred until separation or change in control | Time-based; no performance metrics |
| Company equity program context | — | No market-based RSUs granted in 2024; stock awards primarily time-based RSUs to employees and directors | — | Company-wide disclosure | No market-based RSUs in 2024 |
| Expected acceleration (2025 recapitalization/board size reduction) | 2025 | For Patterson and certain directors, up to 10,000 shares from 2025–2026 director awards expected to accelerate upon separation at closing of Exchange | — | Upon separation at closing | Time-based acceleration per transaction |
Other Directorships & Interlocks
| Company | Role | Since | Governance/Interlock Considerations |
|---|---|---|---|
| Charter Communications, Inc. | Director | Apr 2025 | Charter is a preferred stockholder of Comscore with director designation rights; creates network interlock across sponsors and Board |
| Skyhook Wireless, Inc. | Director (former) | — | Prior directorship (private) |
| Ideiasnet S.A. | Director (former) | — | Prior public/directorship (Brazil) |
- Stockholders Agreement (SHA) influence: Preferred stockholders (Charter, Liberty Broadband, Cerberus/Pine) have board and committee designation rights, including appointment of at least one designee to Compensation and Nominating & Governance while holdings exceed thresholds; a single preferred stockholder cannot control a board majority.
Expertise & Qualifications
- Capital allocation and TMT investing: Senior VP across Liberty entities since 2010; brings extensive TMT investment evaluation experience.
- Financial credentials: CFA Charterholder and Board-designated “audit committee financial expert.”
- Education: B.A., Colorado College.
Equity Ownership
| Metric | Amount | As of |
|---|---|---|
| Beneficial ownership – Common Stock | 28,682 shares (<1% of class) | Oct 31, 2025 |
| Vested deferred stock units | 17,268 shares | Dec 31, 2024 |
| Unvested RSUs | 10,739 units | Dec 31, 2024 |
| Pledging/Hedging | Company policy prohibits hedging and pledging of Comscore equity by directors | Policy current as of 2025 proxy |
| Ownership guidelines | Directors expected to own ≥5x annual cash retainer within 5 years; must hold 100% of net shares until compliant | 2025 proxy; individual compliance not disclosed |
Additional alignment note:
- The SHA and related provisions permit Liberty/Charter/Cerberus designees to transfer equity-based director compensation to their designating stockholder or affiliate; the company’s code of conduct may not impose share ownership requirements on such designees, which can dilute personal “skin in the game.”
Governance Assessment
-
Positives
- Independent status under SEC/Nasdaq; active on Audit and Nominating & Governance; designated as an audit committee financial expert.
- Strong attendance disclosure (≥75% for all current directors in 2024) and robust anti-hedging/pledging policy.
- Board and directors voluntarily reduced RSU sizing (used higher $15.83 price), signaling sensitivity to shareholder alignment.
-
Concerns / Potential Conflicts
- Preferred stockholder influence: Liberty Broadband designated Patterson; SHA confers ongoing board and committee designation rights to sponsors while ownership thresholds are met. This may affect committee independence optics despite Nasdaq independence determinations.
- Equity alignment carve-outs: Designated directors may transfer director equity compensation to their sponsors and are carved out from share ownership requirements via code-of-conduct limitations, potentially weakening direct alignment with common stockholders.
- Transaction-related acceleration: Expected separation and accelerated vesting of up to 10,000 shares tied to the 2025–2026 director term in connection with the Exchange could be perceived as an entrenchment or exit incentive rather than performance-linked pay.
-
Net View
- Patterson brings significant TMT investing expertise and audit oversight capability; however, sponsor designation rights and equity transfer provisions introduce structural conflicts that warrant monitoring by investors focused on board independence, committee objectivity, and director-level alignment.
Appendix: Committee Assignments Snapshot (2024–2025)
| Committee | Role | Chair? | Notes |
|---|---|---|---|
| Audit | Member | No | Audit met 6x in 2024; all members deemed audit committee financial experts |
| Nominating & Governance | Member | No | Met 9x in 2024 |
| Compensation | Not a member | — | — |