Nana Banerjee
About Nana Banerjee
Independent director; age 54; Comscore director since March 2021 and Chairman of the Board from July 2022; recognized by the Board as independent under SEC/Nasdaq rules and designated an “audit committee financial expert.” Education: Ph.D. in applied mathematics (SUNY), M.S. in mathematics (IIT Delhi), B.S. (Hons) in mathematics (St. Stephen’s College, Delhi). Core credentials in analytics, AI and scaling technology businesses, with prior CEO and Group President roles at McGraw-Hill and Verisk Analytics .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McGraw-Hill | President & CEO; Director | Apr 2018–Oct 2019 | Led an education solutions company; CEO experience |
| Verisk Analytics | Group President; Executive Officer | Sep 2012–Mar 2018 | Oversaw high-growth businesses; centralized AI and advanced analytics |
| Argus Information & Advisory Services | CEO; Co-President & COO (prior roles) | Pre-2012 (acquired by Verisk) | Built data analytics capabilities; integration into Verisk |
| Citibank UK | Head of Credit Card Business | Prior role | Consumer finance operating leadership |
| GE Capital | VP, Marketing & Analytics | Prior role | Advanced analytics and marketing leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Pelmorex Corp. | President & CEO; Director | Since Apr 2023 | International weather/data analytics company; Comscore had ~$0.4M revenue with Pelmorex in 2023/2022 (related-party context) |
| Cerberus Capital Management | Senior Managing Director, Global Technology Solutions; Senior Advisor to CEO | Mar 2020–Sep 2021; Sep 2021–Apr 2023 | Advised multiple Cerberus portfolio boards; Pine (Cerberus-related) is a Comscore preferred holder |
Board Governance
- Current and prior committee roles: Audit Committee Chair; Compensation Committee member; designated audit committee financial expert .
- 2023 attendance: Board met 13 times; each director attended ≥75% of Board/committee meetings; Audit met 7; Compensation 9; Nominating & Governance 5; independent/non-management directors met regularly in executive session .
- Independence: Board determined Banerjee and a majority of directors as independent; Chairman role held by an independent director .
- Governance changes tied to recapitalization: Board expected to shrink from 10 to 7; consent rights and designation rights for preferred holders (Charter, Liberty Broadband, Cerberus/Pine) including required committee representation; individual/aggregate voting caps and standstill provisions to mitigate control .
Fixed Compensation
| Component | Amount/Terms | Period | Notes |
|---|---|---|---|
| Annual Board cash retainer (non-employee directors) | $50,000 | 2023 | Paid quarterly; prorated for service changes |
| Chairman additional cash retainer | $150,000 | 2023 | Reduced overall Board comp in 2023 |
| Committee fees (Chair/member) | Audit: $20,000/$10,000; Comp: $15,000/$7,500; N&G: $10,000/$5,000; Finance & Acq: $5,000/$5,000 (post-3/1/2023) | 2023 | Growth Committee dissolved May 4, 2023; responsibilities moved to Finance & Acq |
| Director RSU annual grant (2023–2024 term) | Target $170,000; Board voluntarily used $1.01 (split-adjusted $20.20) price → grant-date fair value $131,286; vest at earliest of 6/30/2024, 2024 AGM, or change-in-control; settlement deferred until separation or change-in-control | Granted 7/5/2023 | Cost efficiency and alignment actions reduced total target Board comp ~26% |
| Nana Banerjee – 2023 Director compensation | Cash: $230,842; Stock awards (RSUs): $131,286; Total: $362,128 | 2023 | Held vested DSUs 8,853 and unvested RSUs 8,415 as of 12/31/2023 |
2025 special meeting context: Four directors (including Banerjee) are expected to separate at closing due to Board size reduction, with accelerated vesting of certain 2025–2026 director equity awards (up to 10,000 shares per director) .
Performance Compensation
Directors receive time-based RSUs (no explicit performance metrics). For governance assessment, Comscore’s 2023 executive annual incentive plan metrics and outcomes:
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout (Interpolated) |
|---|---|---|---|---|---|---|
| Revenue ($) | 45% | $380M | $400M | $420M | $371.3M | 0% |
| Adjusted EBITDA ($) | 45% | $44M | $50M | $60M | $44.5M | 54% (24% weighted) |
| Culture objectives | 10% | Committee-determined | Committee-determined | Committee-determined | Achieved (employee engagement/recognition/programs) | 75% (8% weighted) |
| Total payout vs. target | — | — | — | — | — | 32% (paid Mar 2024) |
Say-on-pay (most recent reported): 2022 NEO compensation approved with >95% support; used to inform 2023 program design .
Other Directorships & Interlocks
- Public company boards: None disclosed for Banerjee .
- Preferred holder designations: Banerjee was designated to the Board by Pine (Cerberus-related). Preferred holders retain post-transaction consent rights and committee representation (Comp, N&G) while below majority caps; mitigants include neutral voting, conversion caps, standstill .
- Related-party context: Comscore had ~$0.4M revenue from Pelmorex (Banerjee’s employer) in 2023 and 2022 . In 2023, equipment for a Comscore finance lease was purchased from a Pine affiliate ($2.5M) .
- DSU assignment: 3,853 vested deferred stock units held by Banerjee were assigned to Cerberus (reflected in beneficial ownership disclosures for Cerberus) .
Expertise & Qualifications
- Deep analytics and technology leadership, including centralized AI/advanced analytics oversight at Verisk; global operating roles (Citibank UK, GE Capital) .
- Audit oversight credentials (Audit Chair; audit committee financial expert) .
- CEO experience (McGraw-Hill; Pelmorex) and private equity portfolio governance (Cerberus) .
Equity Ownership
| Holder | Common Shares | % of Class | Vested DSUs | Unvested RSUs | Notes |
|---|---|---|---|---|---|
| Nana Banerjee (as of 10/31/2025) | 25,624 | <1% | Not separately listed; prior 8,853 (12/31/2023) | 2025 awards subject to accelerated vesting up to 10,000 shares | DSU assignment of 3,853 to Cerberus noted in stockholder footnotes |
| Nana Banerjee (as of 4/22/2024) | 14,885 | <1% | 8,853 (vested, deferred) | 8,415 (unvested at 12/31/2023) | Settlement upon separation or change-in-control |
Stock ownership guidelines: Directors expected to own shares equal in value to ≥5x annual Board cash retainer; holdings include vested options (intrinsic value), restricted stock, RSUs, and deferred stock units; 5-year compliance window; 100% of net shares from vesting/exercise must be held until guidelines met . Anti-hedging/pledging policy prohibits hedging/pledging by directors and covered persons .
Insider trades (Form 4)
Governance Assessment
- Strengths: Independent Chair (2016–2024 policy) and independent status; Audit Chair with “financial expert” designation; robust governance policies (anti-hedging/pledging; clawback; director ownership guidelines); solid Board/committee engagement; strong say-on-pay support (95% in 2023) .
- Alignment: Ongoing accumulation of equity via annual RSU grants and settlements; director RSU settlement deferred until separation/change-in-control, promoting long-term alignment .
- Risks/RED FLAGS:
- Preferred holders’ consent and designation rights (including required committee seats) can constrain Board autonomy; large post-exchange ownership (~82% as-converted) concentrates influence despite voting/standstill mitigants .
- Related-party exposure: Comscore transactions with Pelmorex (~$0.4M revenue annually) and Pine affiliate ($2.5M equipment) create perceived conflicts requiring rigorous Audit Committee oversight under related-party policy .
- DSU assignment to Cerberus (3,853) adds interlock optics between a director and a major holder .
- 2025 Board reduction triggers accelerated vesting (up to 10,000 shares) for departing directors, which, while standard in transitions, could be seen negatively by some investors amid recapitalization .
- Process mitigants: Independent Special Committee ran multi-month process with independent advisors (Goldman Sachs, Richards Layton & Finger); Disinterested stockholder approval required for recap; neutral voting, conversion caps, lock-ups, standstills in Stockholders Agreement; Board size set at 7 with minimum unaffiliated director percentage maintained .
Policy framework: Related-party transactions require Audit Committee review for terms comparable to third-party, director independence impact, and best interests of the company; executive sessions held regularly; director resignation policy for majority-withhold votes .
Director Compensation Committee Analysis
- Composition: All independent directors in 2023; includes Banerjee as member alongside Kathi Love (Chair), Leslie Gillin, David Kline, Brian Wendling .
- Consultant: Meridian Compensation Partners engaged; independence evaluated; services limited to Compensation Committee .
- Practices: Long-term vesting and holding; no repricing/buyout of underwater options without stockholder approval; limited perquisites; ownership guidelines; clawback policy .
Say-on-Pay & Shareholder Feedback
- 2022 say-on-pay approval >95%; informed 2023 design (challenging targets for revenue/Adjusted EBITDA; culture objectives) .
- 2023 payouts at 32% of target reflect pay-for-performance alignment amid under-target revenue and near-threshold EBITDA .
Related Party Transactions
- Pelmorex (Banerjee employer): ~$0.4M revenue recognized in each of 2023 and 2022 .
- Pine/Cerberus: Equipment purchased by vendor from Pine affiliate ($2.5M) in 2023 related to Comscore finance lease; no 2022 transactions with Pine .
- Charter & Liberty Broadband: Significant data licensing and services; large expenses and revenues; continued consent rights under Stockholders Agreement .
Employment & Contracts (Director)
- Director equity settlement: RSUs for directors settle in common stock upon separation or change-in-control; accelerated vesting expected at 2025 closing for departing directors (up to 10,000 shares per director under 2025–2026 program) .
- Indemnification & D&O insurance: Same coverage as other directors; Company as indemnitor of first resort per Stockholders Agreement .
Work History & Career Trajectory
- CEO roles → Private equity advisory → analytics leadership → board governance (Chair; Audit Chair), demonstrating versatility across operating, analytics, and governance domains .
Equity Ownership & Alignment Details
- Ownership guideline: ≥5x Board cash retainer; 5-year compliance window; holding requirements in effect until met .
- Anti-hedging/pledging: Prohibited for directors and covered persons .
- Beneficial ownership tables and footnotes reflect DSU assignments and RSU status as of key dates .