Investment company 180 Degree Capital Corp., which holds a 7% stake in Comscore, is looking to shake up its board of directors in order to boost the measurement company’s sagging stock price.
In filings with the SEC, 180 Capital blamed the 78.5% drop in Comscore’s share price since the company was recapitalized in 2021 on a “dysfunctional” board.
Comscore did not respond to a request for comment.
180 Capital said it seeks to put two new directors on Comscore’s board and remove one of the two directors that Charter Communications and Liberty’s Qurate Retail each currently have on the board since they invested $204 million in the measurement company and received preferred shares.
“180 Degree Capital believes [Comscore’s] share price has declined due to poor corporate governance, excessive compensation of members of the board, and a perceived misalignment of interests between the preferred stockholders and common stockholders that has yet to be assuaged,” the investment company said in its filing.
In the filing 180 Degree Capital said it supports CEO Jon Carpenter, under whom the company’s earnings before interest, taxes, depreciation and amortization has increased 33%, and wants him appointed to the board.
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Its other suggestions include providing clarity to all stakeholders as to how the independent members of the board will approach any demand for a special dividend by the issuer's preferred stockholders; reducing compensation of the board to be in line with peers; reducing the size of the board to include one member from each preferred stockholder rather than two and the appointment of a new lead independent director.
“Frankly, 180 Degree Capital does not understand why the Board has not taken action on these proposed solutions,” the investment company said in its filing.
180 Degree Capital said it controls 6.7 million Comscore shares, representing a 7% stake.
Its proposed directors, Matthew McLaughlin, former chief operating officer of DoubleVerify, and Kevin Rendino, chairman and CEO of 180 Degree Capital, own 2 million shares (a 2.1% stake) and 252,768 shares (less than 1%), respectively.
Charter's two directors on Comscore’s board are David Kline, executive VP at Charter and president of Spectrum Reach, and Pierre-Andre Liduena, group VP, business development.
Liberty Media and Qurate Retail Inc. are represented on the board by VP Marty Patterson and chief accounting officer Brian Wendling.
Comscore stock traded at 64 cents a share in early trading Thursday, down less than $1 from Wednesday’s close and down from a 52-week high of $1.48.
