TURN 180 Degree Capital Corporation

180 Degree Capital Corp. (NASDAQ: TURN) (“180 Degree Capital”, “we” and “us”) today congratulated Matt McLaughlin on his election to the Board of Directors of comScore, Inc. (“SCOR”). 180 Degree Capital originally nominated Matt to SCOR’s Board based on his deep background and experience in the adtech and measurement industries having served as Chief Operating Officer of DoubleVerify Holdings, Inc. We believe Matt will bring fresh perspectives, improved corporate governance, and more importantly, a renewed sense of purpose and drive to make crucial decisions that have thus far been severely lacking on SCOR’s Board.

For over two years we have sent SCOR’s Board a series of private and public letters that include a myriad of recommendations we believe it could take to maximize value for all of SCOR’s stakeholders. Recently, we have stayed mostly silent as we were hopeful the nomination of Matt to join SCOR’s Board was an indication that it takes its governance role seriously and that it would finally take action on other pressing items. After all, representatives of SCOR’s Board with whom we have spoken with, primarily its Chairman, Nana Banerjee, have repeatedly told us they aren’t sitting on their hands and are contemplating many ideas for addressing these pressing issues.

Alas, the only thing it appears SCOR’s Board has been able to agree on is the addition of Matt to its Board; it has failed to reach conclusion on substantially all of the outstanding issues that continue to plague the value of SCOR’s common stock. One would think by now there would be some level of urgency to counteract the 90% decline in the share price that has occurred under this Board’s watch. Shame on us for having a glass-half-full outlook regarding the ability of this Board to create value.  

That said, we will not sit idly by, and therefore we thought it would be helpful to reiterate the multitude of suggestions we have made in numerous public and private communications regarding steps that SCOR’s Board and Preferred Stockholders could take to demonstrate alignment with, and create value for, all stakeholders, including common stockholders, and most importantly, the hardworking employees of SCOR:

1. Materially lower the levels of compensation paid to SCOR’s directors to be in-line with similar sized public companies. Furthermore, the Preferred representatives who are employees of the Preferred holders should waive all compensation. In 2023, SCOR’s completely ineffective Board received aggregate compensation of almost $900,000 in cash and $2.3 million in total when including stock-based compensation. This level of compensation by any metric is 1) excessive, particularly given the size of SCOR, and 2) egregious given the failure of the Board to build value for all stakeholders. We also reiterate that board compensation paid to appointees of the preferred stockholders should reduce any accrued dividends due to such preferred stockholders.
2. Reduce the size of the Board to be comprised of those directors who provide critical value to the future of SCOR and a maximum of one director per preferred holder. The other directors can shift to board observers if their participation in meetings is viewed as imperative. While we are delighted Matt McLaughlin has joined the Board, 11 members is entirely too large for a company of this size.
3. Persuade the Preferred Stockholders to take their historical accrued dividends and the upcoming dividend in common stock at a significant premium to the current stock price versus cash. This step will allow SCOR to retain cash for investment into its business while showing alignment with common shareholders.   If the preferred stockholders show alignment with common stockholders, we believe SCOR’s common stock is likely to climb well above the price at which they are willing to take their dividend.
4. Provide transparency on processes that SCOR’s Board will use if a special dividend is called. While the size of the potential special dividend will decrease materially to less than $50 million with the next scheduled normal dividend, it is incumbent on SCOR’s Board to remove ambiguities around the potential remaining amount and state clearly that such payment is highly unlikely to be made, even if called, based on its responsibilities under Delaware corporate law. We will hold the Board accountable to adhere to Delaware Law on this topic.
5. Should SCOR’s Board, even with the addition of Matt, be unable to resolve its existing dysfunction, we request that SCOR hire one or more outside parties to come in and break this Board of its inability to act. A management consulting company could provide the Board with steps it can take to improve its governance and alignment with common shareholders. An investment bank would be able to provide options for how to create the most value. If that means selling the whole company, then so be it. If that means selling an asset, then do that. All we hear from representatives of SCOR is that SCOR’s Board can’t agree on a direction. Deadlock is completely unacceptable at this stage, and we believe SCOR’s Board either needs to conclude or arrive at a process to help it conclude. We encourage SCOR’s Board to publicly announce such decisions to show it is taking this step seriously.

SCOR’s incumbent Board, comprised of Nana Banerjee, Bill Livek, Itzhak Fisher, Leslie Gillin, David Kline, Kathi Love, Jeff Murphy, Marty Patterson, and Brian Wendling, needs to figure out how to make decisions more rapidly. We’re hopeful that Matt McLaughlin can help be a facilitator and can break down whatever barriers exist as a result of directors being stewards of their own interests, or the interests of their employers/appointee companies in the context of the directors selected by the preferred stockholders. Along this line, should we not see rapid progress on the above points, we suggest that Board leadership needs to change with the appointment of a new chairperson who has the ability and time to dedicate to bridging such divides that Dr. Banerjee has yet to overcome during his tenure, not to mention the 80% decline in SCOR’s stock price over this period in time.

We are also hopeful that the replacement of Mr. Murphy for Pierre-Andre Liduena by Charter will lead to a conclusion to the dispute between SCOR and Charter regarding the data contract that was executed in conjunction with the refinancing in 2021. The fact that this disagreement spilled into public view and has yet to be resolved is not only extremely disappointing, but also signifies how Charter heretofore regards its investment and involvement in SCOR. Charter and SCOR should be partners, not adversaries, particularly given Charter’s representation on SCOR’s Board.

As we have said in the past, and will continue to state, we believe SCOR’s business, proprietary data assets, and employees are too important and valuable to stop fighting for, even if such value is not ascribed to them in the public markets today. We are hopeful for near-term change led by Matt’s contributions as a member of SCOR’s Board, but it will take contributions and commitments from all of SCOR’s Board members to make it happen. We will hold them accountable for such progress and stand ready to seek further changes if required.

To our fellow common stockholders, one voice can help drive change, but multiple voices have a better chance of success. We encourage each and every common stockholder to independently demand action from SCOR’s Board.

About 180 Degree Capital Corp.

180 Degree Capital Corp. (“180 Degree Capital”) 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 Degree Capital and its holdings can be found on its website at www.180degreecapital.com.

Press Contacts:

Daniel B. WolfeRobert E. Bigelow180 Degree Capital Corp.973-746-4500ir@180degreecapital.com

Mo ShafrothRF Bindermorrison.shafroth@rfbinder.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 comScore, Inc. (the “Company”), and a number of important factors could cause actual results to differ materially from those expressed in this press release. Please see 180 Degree Capital’s and the Company's respective securities filings filed with the Securities and Exchange Commission for a more detailed discussion of the risks and uncertainties associated with each business and other significant factors that could affect actual results. Except as otherwise required by federal securities laws, 180 Degree Capital 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 Degree Capital is not responsible for the contents of third-party websites.