180 Degree Capital Corp. Nominates Matthew F. McLaughlin for Election to the Board of comScore, Inc.
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Board composition is a critical element of corporate governance that can significantly influence a company's strategic direction and shareholder value. The nomination of Matthew F. McLaughlin by 180 Degree Capital to comScore, Inc.'s board represents an attempt to infuse the board with specific expertise in digital media and advertising technology, which is particularly relevant for a company specializing in cross-platform measurement.
The potential appointment of Mr. McLaughlin, given his background, could bring a wealth of experience to SCOR, potentially enhancing its operational efficiency and strategic planning. His previous roles suggest a strong understanding of the digital landscape, which could be invaluable in guiding comScore through industry challenges and opportunities. However, the resistance from the current board indicates a possible clash in vision or approach to governance, which could lead to a proxy contest, affecting investor sentiment and possibly the stock price.
Furthermore, the suggestion to expand the board to accommodate new skill sets without causing displacement reflects a strategic approach to governance reform while maintaining stability. However, the reluctance of the board to engage with the nominee or consider expansion may raise concerns among investors about the board's openness to change and alignment with shareholder interests, particularly those of common stockholders.
The dynamics of board elections can have material implications for a company's financial performance and investor confidence. In this case, 180 Degree Capital's push for board representation at comScore, Inc. underscores a drive for enhanced corporate governance and strategic oversight. If successful, this could lead to changes in company policies and strategies that might positively impact SCOR's financial metrics over time.
Investors often look favorably upon board members with significant industry experience and a track record of value creation, as exemplified by Mr. McLaughlin's tenure at DoubleVerify. The mention of DoubleVerify's impressive revenue growth and valuation increase under his leadership could signal potential upside for SCOR if similar strategies are implemented. However, the current standoff between 180 Degree Capital and SCOR's board could introduce uncertainty, which the market typically dislikes, potentially affecting the company's stock volatility in the short term.
It's also important to consider the implications of a staggered board structure, which can protect against hostile takeovers but also slow down changes in governance. The outcome of this situation could set a precedent for how SCOR manages governance issues in the future, with possible long-term effects on the company's valuation and attractiveness to investors.
The advertising technology and digital media measurement sectors are rapidly evolving, with significant competition and innovation. The potential addition of Mr. McLaughlin to the comScore board could be seen as a strategic move to stay competitive in this fast-paced environment. His expertise might provide SCOR with insights into emerging trends and technologies that could be leveraged for product development and market expansion.
However, the current governance dispute highlights the challenges companies face when attempting to balance the interests of different shareholder groups. The reference to a 'de facto' dual board system at SCOR suggests underlying tensions between preferred and common stockholders, which could impact how the company is perceived by the market. This perception, in turn, could influence partnerships, customer relationships and overall market positioning.
Understanding the implications of these governance issues is crucial for stakeholders to anticipate how SCOR might navigate the complexities of the digital measurement landscape. The resolution of this board nomination issue could signal the company's long-term commitment to innovation and shareholder alignment, which are key factors for maintaining market competitiveness.
MONTCLAIR, N.J., Jan. 29, 2024 (GLOBE NEWSWIRE) -- 180 Degree Capital Corp. (“180 Degree Capital” or "we") (NASDAQ:TURN), today announced that on January 25, 2024, it delivered a formal letter to comScore, Inc. (“SCOR” or the "Company") notifying it of its intention to nominate Matthew F. McLaughlin for election to the Company's board of directors (the "Board") at SCOR’s 2024 annual meeting of stockholders (the “Annual Meeting”).
180 Degree Capital's nominee is:
Matthew F. McLaughlin, 54, is a retired advertising technology executive and Naval officer. Most recently, Mr. McLaughlin served as Chief Operating Officer of DoubleVerify Holdings, Inc. (NYSE: DV) (“DoubleVerify”), a software platform for digital media measurement and analytics, from 2011 to March 2022. As COO of DoubleVerify, Mr. McLaughlin directed its Product, Engineering and Sales Operations activity, including managing over half the company’s employees. During his tenure, DoubleVerify grew revenue at more than a
Previously, Mr. McLaughlin served as President and Chief Operating Officer of CUnet, LLC, an online marketing agency and software subsidiary of Nelnet, Inc., from 2008 to 2011. Mr. McLaughlin served as General Manager of Audience and Media at BDMetrics Inc., an information technology company, from 2007 to 2008; Vice President of Performance Media at VNC Communications, Inc (d/b/a Performics), a performance marketing subsidiary of DoubleClick Inc., from 2006 to 2007; Senior Vice President of Operations at Heavy Hammer, Inc., a technology company, from 2005 to 2006; Director of Business Technology, Search Marketing, and Email & Affinity Marketing at Advertising.com, Inc., an online advertising company that was acquired by AOL, Inc., from 2001 to 2005; and an Applications Technology Sales Consultant for Oracle Corporation, a multinational computer technology company, from 2000 to 2001. Formerly, Mr. McLaughlin served as a U.S. Navy Submarine Officer, from 1992 to 2000. Mr. McLaughlin received a M.A. (Cantab) in Natural Science from the University of Cambridge and B.S. in Computer Science from the United States Naval Academy.
As previously announced in November 2023, 180 Degree Capital originally planned to nominate two director nominee candidates for consideration at the Annual Meeting. One of 180 Degree Capital’s original nominees was intended as a replacement for Brent Rosenthal. 180 Degree Capital welcomed the announcement by the Company on December 29, 2023, that Mr. Rosenthal would not stand for re-election at the Annual Meeting. 180 Degree Capital thanks the Board for taking incremental steps toward improving the corporate governance of SCOR, but it believes more steps need to be taken. Accordingly, 180 Degree Capital will pursue the nomination of Mr. McLaughlin.
Subsequent to the announcement regarding Mr. Rosenthal, 180 Degree Capital communicated to the Board that it believes SCOR still needs to include a new member who will bring fresh perspectives, business knowledge (specifically digital), and additional focus on building value for common stockholders. The Nominating Committee of the Board initially expressed no interest in speaking with Mr. McLaughlin due, we believe, to a decision that it would not nominate him for election at the Annual Meeting regardless of his qualifications and complementary skill sets. Subsequent discussions appear to indicate that the Nominating Committee is willing to meet with Mr. McLaughlin, but we remain unconvinced that the Board will take actions that will lead to Mr. McLaughlin joining the Board at the Annual Meeting. As of the date of this filing, there are no formal discussions planned.
180 Degree Capital realizes that there are only three seats up for election, and it would prefer to not run candidates against Jon Carpenter, William Livek or Leslie Gillin, but it cannot stand idly by while the Board continues to be dysfunctional and operate in manners that are not in the best interest of all stakeholders.
Once again, 180 Degree Capital's strong preference is to not engage in a competitive proxy contest. 180 Degree Capital's original filings were meant to initiate discussions to improve the corporate governance of SCOR. Initial steps were made on this front, but the Board only just initiated formal discussions with 180 Degree Capital on this topic in mid-January 2024. 180 Degree Capital is interested in action, the type of action that only is possible with representation on the Board. Given the limited number of director positions that are up for election at the Annual Meeting due to the Company’s staggered Board, 180 Degree Capital offers the following potential solutions:
- The Board expands to 11 members, five of whom would be non-preferred directors, with Mr. McLaughlin being appointed to the new vacancy coincident with the Annual Meeting;
- One of the current non-preferred appointed members of the Board transitions to a Board Emeritus or other Board Advisory role in conjunction with Mr. McLaughlin's election/appointment to the Board so that person could remain involved with SCOR and its Board, if desired by both parties; or
- One of the current non-preferred appointed members resigns from the Board in conjunction with Mr. McLaughlin's appointment to the Board that can coincide with the Annual Meeting.
180 Degree Capital believes each of these suggestions are viable paths forward, that would not only improve corporate governance for SCOR, but also provide its management with additional deep industry experience that is relevant to its ongoing transformation into a leader in cross-platform measurement. We also acknowledge that the preferred stockholders would need to consent to increasing the Board to 11 members from its current 10 members. Given the fact that the preferred stockholders would continue to have a majority of appointed members on the Board even with 11 total members, the unwillingness to make such a change would further reinforce our view that they have a complete disregard for the common stockholders of SCOR and further cement the fact that the Board is, de facto, comprised of one board of directors that represents the preferred stockholders and another that represents common stockholders.
180 Degree Capital is focused on providing support to management and ensuring the highest level of corporate governance of SCOR. 180 Degree Capital believes that the addition of Mr. McLaughlin to the Board accomplishes both goals, and that the unwillingness of the Board to pursue such an outcome, highlights glaringly that the Board wants to remain insulated from reality, has no self-awareness, and is not interested in building value for SCOR’s common stockholders or its employees. 180 Degree Capital believes appointing Mr. McLaughlin to the Board would provide a complementary skill set and deep industry knowledge that the management team can draw on as it develops strategies for competing in the competitive measurement world.
About 180 Degree Capital Corp.
180 Degree Capital Corp. is a publicly traded registered closed-end fund focused on investing in and providing value-added assistance through constructive activism to what we believe are substantially undervalued small, publicly traded companies that have potential for significant turnarounds. Our goal is that the result of our constructive activism leads to a reversal in direction for the share price of these investee companies, i.e., a 180-degree turn. Detailed information about 180 and its holdings can be found on its website at www.180degreecapital.com.
Press Contact:
Daniel B. Wolfe
Robert E. Bigelow
180 Degree Capital Corp.
973-746-4500
ir@180degreecapital.com
Mo Shafroth
Peaks Strategies
mshafroth@peaksstrategies.com
Forward-Looking Statements
This press release and the attached letter may contain statements of a forward-looking nature relating to future events. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. These statements reflect 180 Degree Capital’s current beliefs, are based upon public information provided in many cases by the Company, and a number of important factors could cause actual results to differ materially from those expressed in this press release. Please see the Company's securities filings filed with the Securities and Exchange Commission for a more detailed discussion of the risks and uncertainties associated with the Company's business and other significant factors that could affect the Company's actual results. Except as otherwise required by federal securities laws, 180 undertakes no obligation to update or revise these forward-looking statements to reflect new events or uncertainties. The reference and link to the website www.180degreecapital.com has been provided as a convenience, and the information contained on such website is not incorporated by reference into this press release. 180 is not responsible for the contents of third-party websites.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
180 Degree Capital Corp., a New York Corporation (“180 Degree Capital”), intends to file a preliminary proxy statement and accompanying WHITE universal proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes for the election of its slate of a highly-qualified director nominee at the 2024 annual meeting of stockholders of comScore, Inc., a Delaware corporation (the “Company”).
180 DEGREE CAPITAL STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.
The participants in the proxy solicitation are anticipated to be 180 Degree Capital, Kevin M. Rendino and certain other of 180 Degree Capital's senior management, and Matthew F. McLaughlin.
As of the date hereof, 180 Degree Capital beneficially owns an aggregate of 340,366 shares of Common Stock,
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