Matt McLaughlin
About Matt McLaughlin
Independent Class II director at Comscore (SCOR) since June 12, 2024; age 56. A retired advertising technology executive and former U.S. Navy Submarine Officer, he served as COO of DoubleVerify (2011–Mar 2022) and brings deep operating, product/engineering, and digital media measurement expertise. Education: M.A. (Cantab) in Natural Science, University of Cambridge; B.S. in Computer Science, U.S. Naval Academy. The Board has determined he is independent under SEC and Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DoubleVerify Holdings, Inc. | Chief Operating Officer | 2011 – Mar 2022 | Directed product, engineering, and sales operations; managed over half of employees |
| DoubleVerify Holdings, Inc. | Senior Advisor | Mar 2022 – Jul 2022 | Advisory role post-COO tenure |
| CUNet, LLC (Nelnet subsidiary) | President & COO | 2008 – 2011 | Led online marketing agency/software unit |
| BDMetrics Inc. | GM, Audience and Media | Prior to 2008 | Senior operating role |
| Performics (DoubleClick) | VP, Performance Media | Prior to 2008 | Performance marketing leadership |
| Heavy Hammer, Inc. | SVP, Operations | Prior to 2008 | Technology operations |
| Advertising.com (AOL) | Director roles (Business Tech, Search, Email & Affinity) | Prior to 2008 | Digital advertising operations |
| Oracle Corporation | Applications Technology Sales Consultant | Earlier career | Enterprise tech sales consulting |
| U.S. Navy | Submarine Officer | 1992 – 2000 | Leadership and technical operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed in proxy |
Board Governance
| Attribute | Detail |
|---|---|
| Committees | Audit Committee (member); Nominating & Governance Committee (member); Finance & Acquisitions Committee (member) |
| Chair roles | None disclosed |
| Independence | Board determined independent (SEC/Nasdaq) |
| Years of service | Director since June 12, 2024 (Class II) |
| Attendance | In 2024, each current director attended ≥75% of Board and committee meetings; Board met 21x; Audit 6x; Nominating & Governance 9x |
| Executive sessions | Independent/non-management directors meet in regular executive session |
Engagement highlights (Special Committee process, 2025 recapitalization):
- Capital Restructure Committee member (Dec 2024); then Special Committee (May 5, 2025) designated a “disinterested director” under DGCL 144(e)(4) .
- Engaged with stockholders on capital structure; e.g., April 15, 2025 call with a common stockholder urging full conversion of Series B Preferred .
- Met with Preferred Stockholders (Pine) on exchange scenarios (Apr 25, 2025) and led iterations on recap terms through July–August 2025, including revisions to conversion price, board size, lock-up, and one-time payment .
Fixed Compensation
| Component | Amount/Structure |
|---|---|
| Annual Board retainer (non-employee) | $50,000 cash |
| Committee retainers | Audit Chair $20,000; Audit member $10,000; Compensation Chair $15,000; member $7,500; Nominating & Governance Chair $10,000; member $5,000; Finance & Acquisitions Chair $5,000; member $5,000 |
| 2024 cash paid to McLaughlin | $33,132 (prorated for mid-year appointment) |
Performance Compensation
| Grant date | Instrument | Quantity / Value | Vesting / Terms |
|---|---|---|---|
| July 1, 2024 | RSUs (director annual grant) | 10,739 RSUs; grant-date fair value $155,393 | Vest on earliest of June 30, 2025, 2025 Annual Meeting, or change in control; settlement deferred until separation or change in control |
| 2024 | Options (director) | None disclosed for McLaughlin | Director equity for 2024-2025 term in RSUs; no options referenced for McLaughlin |
Notes on structure:
- Directors elected to calculate RSU count using a higher price ($15.83 vs $14.47 close) to reduce award size and increase alignment (grant-date fair value $155,393 instead of $170,000 nominal) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None disclosed |
| Committee roles at other companies | None disclosed |
| Interlocks/conflicts | No related-party transactions involving McLaughlin disclosed; independence affirmed. Company has material commercial relationships with Charter and Liberty affiliates, but McLaughlin is not affiliated with them |
| 13D group status | Mr. McLaughlin ceased to be a member of a Schedule 13D group as of April 18, 2024 (prior to his June 2024 board appointment) |
Expertise & Qualifications
- Audit committee financial expert (as designated by the Board) .
- Deep ad-tech operations and measurement background; senior leadership across multiple digital advertising and technology firms .
- Education: M.A. (Cantab) Natural Science (Cambridge); B.S. Computer Science (U.S. Naval Academy) .
Equity Ownership
| Metric | Amount |
|---|---|
| Total beneficial ownership (Common Stock) | 135,739 shares (2.7% of Common Stock outstanding) |
| Unvested RSUs (as of 12/31/2024) | 10,739 RSUs (from 2024-2025 director grant) |
| Options | None disclosed for McLaughlin |
| Ownership guidelines | Directors expected to hold shares equal to 5x annual cash retainer; 5-year compliance window; 100% of net shares from vesting must be held until guideline met |
| Hedging/Pledging | Prohibited for directors (anti-hedging and pledging policy; preclearance and blackout policy in force) |
Governance Assessment
Strengths
- Independence and financial oversight: Board-designated “independent” and “audit committee financial expert”; serves on Audit and Nominating & Governance—key for oversight of controls, compliance, succession, and board composition .
- High engagement and transaction governance: Core member of disinterested Special Committee; repeatedly engaged with investors, preferred holders and advisors to negotiate recap terms (conversion price, governance caps, board size, lock-up, one-time cash payment), evidencing active stewardship during a complex capital structure reset .
- Alignment signals: Meaningful personal stake (2.7% of common), RSU deferral until separation/CoC, stock ownership guidelines, anti-hedging/pledging .
Risks and considerations
- Concentrated investor rights: Charter, Liberty, and Pine expected to hold a supermajority on an as-converted basis post-exchange and retain consent rights over significant corporate actions (debt, governance changes, CEO changes, dividends), which can constrain strategic flexibility; neutral-vote and caps mitigate but do not eliminate influence risk .
- Board leadership optics: Current Chair (David Kline) is an executive at Charter; while the Board deems him independent, investor-perception risk remains given Charter’s stakeholder status .
- Company-level related-party exposure: Material revenues/expenses with Charter and Liberty affiliates necessitate ongoing rigorous Audit Committee oversight for fairness and arm’s-length compliance .
Contextual shareholder sentiment and pay governance
- 2024 Say-on-Pay (for 2023 compensation) approval ~90%, suggesting broader support for compensation practices; director compensation was reduced versus potential levels via RSU pricing choice; Board also reduced Chair cash retainer mid-2024 .
RED FLAGS
- None specific to McLaughlin disclosed (no related-party transactions, pledging, hedging, or attendance issues reported). Structural risks primarily stem from investor consent rights and influence, not from this director’s conduct or incentives .