UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K/A

Amendment No. 1

(MARK ONE)

þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 000-1158172

COMSCORE, INC.

(Exact name of Registrant as Specified in its Charter)

Delaware		54-1955550
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

11950 Democracy Drive, Suite 600
Reston, Virginia 20190
(Address of Principal Executive Offices)
(703) 438-2000
(Registrant’s Telephone Number, Including Area Code)

Title of Each Class:		Name of Each Exchange on which Registered
Common Stock, par value $0.001 per share		The NASDAQ Stock Market LLC

     Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o    No þ

     Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o    No þ

     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files) Yes o    No o

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ    No o

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer þ		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No þ

     The aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates of the registrant on June 30, 2009, the last business day of the registrant’s most recently completed second fiscal quarter, was $283.9 million (based on the closing sales price of the registrant’s common stock as reported by the NASDAQ Global Market on that date). Shares of the registrant’s common stock held by each officer and director and each person who owns more than 10% or more of the outstanding common stock of the registrant have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

     Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: As of April 26, 2010, there were 30,996,337 shares of the registrant’s common stock outstanding.

 

 

DOCUMENTS INCORPORATED BY REFERENCE

None.

Explanatory Note

          This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends comScore, Inc’s Annual Report on Form 10-K for the year ended December 31, 2009, originally filed with the Securities and Exchange Commission, or SEC, on March 12, 2010 (the “Original Filing”). We are amending and refiling Part III to include information required by Items 10, 11, 12, 13 and 14 because our definitive proxy statement will not be filed within 120 days after December 31, 2009, the end of the fiscal year covered by our Annual Report on Form 10-K. Accordingly, reference to our proxy statement on the cover page has been deleted.

          In addition, pursuant to the rules of the SEC, we have also included as exhibits currently dated certifications required under Section 302 of The Sarbanes-Oxley Act of 2002. Because no financial statements are contained within this Amendment, we are not including certifications pursuant to Section 906 of The Sarbanes-Oxley Act of 2002. We are amending and refiling Part IV to reflect the inclusion of those certifications.

          Except as described above, no other changes have been made to the Original Filing. Except as otherwise indicated herein, this Amendment continues to speak as of the date of the Original Filing, and we have not updated the disclosures contained therein to reflect any events that occurred subsequent to the date of the Original Filing. The filing of this Annual Report on Form 10-K/A is not a representation that any statements contained in items of our Annual Report on Form 10-K other than Part III, Items 10 through 14, and Part IV are true or complete as of any date subsequent to the Original Filing.

COMSCORE, INC.

AMENDMENT NO. 1
to
ANNUAL REPORT ON FORM 10-K/A
FOR THE PERIOD ENDED DECEMBER 31, 2009

TABLE OF CONTENTS

PART III			4
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE			4
ITEM 11. EXECUTIVE COMPENSATION			8
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTTERS			30
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE			32
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES			33
PART IV			34
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES			34
SIGNATURES			36
EX-31.1
EX-31.2

PART III

ITEM 10.		DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

DIRECTORS AND EXECUTIVE OFFICERS

          The following table sets forth the names and ages of our executive officers and directors as of April 28, 2010:

Name		Age				Position
Magid M. Abraham, Ph.D.			52			President, Chief Executive Officer and Director
Gian M. Fulgoni			62			Executive Chairman of the Board of Directors
Kenneth J. Tarpey			57			Chief Financial Officer
Gregory T. Dale			40			Chief Operating Officer
Christiana L. Lin			40			Executive Vice President, General Counsel and Chief Privacy Officer
Jeffrey Ganek(1)			57			Director
Bruce Golden(2)			51			Director
William J. Henderson(1)(3)			62			Director
William Katz(2)(3)			55			Director
Ronald J. Korn(1)			70			Director
Jarl Mohn(2)(3)			58			Director

          Magid M. Abraham, Ph.D., one of our co-founders, has served as our President, Chief Executive Officer and as a Director since September 1999. In 1995, Dr. Abraham founded Paragren Technologies, Inc., which specialized in delivering large scale Customer Relationship Marketing systems for strategic and target marketing, and served as its Chief Executive Officer from 1995 to 1999. Prior to founding Paragren, Dr. Abraham was employed by Information Resources, Inc. from 1985 until 1995, where he was President and Chief Operating Officer from 1993 to 1994 and later Vice Chairman of the Board of Directors from 1994 until 1995. Since January 2008, Dr. Abraham has also been a member of the board of directors of Milo.com, a startup company. He received a Ph.D. in Operations Research and an M.B.A. from MIT. He also holds an Engineering degree from the École Polytechnique in France.

          Gian M. Fulgoni, one of our co-founders, has served as our Executive Chairman of the Board of Directors since September 1999. Prior to co-founding comScore, Mr. Fulgoni was employed by Information Resources, Inc., where he served as President from 1981 to 1989, Chief Executive Officer from 1986 to 1998 and Chairman of the Board of Directors from 1991 until 1995. Mr. Fulgoni has served on the board of directors of PetMed Express, Inc. since 2002 and previously served from August 1999 through November 2000. Mr. Fulgoni has also served on the board of directors of Inxpo, Inc., an Illinois-based provider of virtual events, since July 2005 and the Advertising Research Foundation, an industry research organization, since 2008. He also served on the board of directors of Platinum Technology, Inc. from 1990 to 1999, U.S. Robotics, Inc. from 1991 to 1994, and Yesmail.com, Inc. from 1999 to 2000. Educated in the United Kingdom, Mr. Fulgoni holds an M.A. in Marketing from the University of Lancaster and a B.Sc. in Physics from the University of Manchester.

          Kenneth J. Tarpey has served as our Chief Financial Officer since April 20, 2009. Prior to joining comScore, Mr. Tarpey was Executive Vice President, Chief Financial Officer and Chief Operating Officer of Objectvideo, Inc., a Reston, Virginia-based provider of video surveillance software, from 2003 until April 2009. From 2002 until 2003, Mr. Tarpey was Senior Vice President, Chief Financial Officer and Treasurer of Ai Metrix, Inc., a Herndon, Virginia-based provider of network optimization software. From 1997 until 2001, Mr. Tarpey was Executive Vice President and Chief Financial Officer of Proxicom, a NASDAQ-listed Internet business consulting and development company. Mr. Tarpey holds an M.B.A. from Babson College and a B.A. from College of the Holy Cross.

          Gregory T. Dale has served as our Chief Operating Officer since August 2009. Prior to that, he served as our Vice President, Product Management from September 1999 until October 2000 and as our Chief Technology Officer from October 2000 until August 2009. Prior to joining us, he served as Vice President of Client Service at Paragren

Technologies, Inc., a company that specialized in enterprise relationship marketing. He holds a B.S. in Industrial Management from Purdue University.

          Christiana L. Lin has served as our Executive Vice President, General Counsel and Chief Privacy Officer since August 2009. Prior to that, she served as our Deputy General Counsel from February 2001 until March 2003, as our Corporate Counsel and Chief Privacy Officer from March 2003 until January 2006 and as our General Counsel and Chief Privacy Officer from January 2006 until August 2009. Ms. Lin holds a J.D. from the Georgetown University Law Center and a B.A. in Political Science from Yale University.

          Jeffrey Ganek has served as a director since May 2008. Since December 1999, Mr. Ganek has also served as chairman of the board of directors and chief executive officer of NeuStar, Inc. From December 1995 to December 1999, Mr. Ganek was Senior Vice President and Managing Director of Communications Industry Services at Lockheed Martin, an advanced technology company. The Communications Industry Services group of Lockheed Martin was acquired from Lockheed Martin in 1999 to form NeuStar, which provides clearinghouse services to the telecommunications industry. From 1993 to 1995, he was Vice President — Asia Operations for Global TeleSystems Group, a communications service provider in Europe and Asia. From 1991 to 1993, Mr. Ganek was Vice President of Marketing at GTE Spacenet, a satellite communications service provider. From 1985 to 1991, he was Director of Marketing and Corporate Development at MCI Communications Corporation, a telecommunications company. From 1976 to 1985, he held management positions at AT&T, a telecommunications company, in Corporate Development, Marketing and Finance. Mr. Ganek holds an M.S. in Public Policy and Management and a B.S. in Economics from Carnegie-Mellon University.

          Bruce Golden has served as a director since June 2002. He is a partner at Accel Partners, which he joined in 1997. Mr. Golden has led a number of investments in enterprise software and Internet-related companies while at Accel and currently serves as a member of the boards of directors of several private companies. Mr. Golden holds an M.B.A. from Stanford University and a B.A. from Columbia University..

          William J. Henderson has served as a director since August 2001. Mr. Henderson was the 71st Postmaster General of the United States. He served in that position from May 1998 until his retirement in May 2001. Mr. Henderson also served as the Chief Operations Officer of Netflix, Inc. from January 2006 until February 2007. Mr. Henderson also currently serves on the board of directors of Acxiom Corporation, where he has been a director since June 2001. Mr. Henderson holds a B.S. from the University of North Carolina at Chapel Hill and served in the U.S. Army.

          William Katz has served as a director since June 2008. Since June 2004, Mr. Katz has also served as the chairman of the board of directors of Visible World Inc., a privately-held multimedia marketing services provider. From 1996 to 2004, Mr. Katz served as President and Chief Executive Officer of BBDO New York, the flagship office of BBDO Worldwide, the world’s third largest global agency network. Mr. Katz holds a B.A. in Business and Psychology from American University.

          Ronald J. Korn has served as a director since November 2005. Since 1991, he has served as the President of Ronald Korn Consulting, which provides business and marketing services. Mr. Korn served as a director, chairman of the audit committee, and member of the loan committee of Equinox Financial Corporation from 1999 until its acquisition in October 2005. Since 2002, he has served as a director, chairman of the audit committee and a member of the compensation and nominating and governance committees of PetMed Express, Inc., and since July 2003, he has served as a director, chairman of the audit committee and a member of the compensation committee of Ocwen Financial Corporation. Prior to that, Mr. Korn was a partner and employee of KPMG, LLP, from 1961 to 1991, where he was the managing partner of KPMG’s Miami office from 1985 until 1991. Mr. Korn holds a B.S. from the Wharton School of Business at the University of Pennsylvania and a J.D. from New York University Law School.

          Jarl Mohn, also known as Lee Masters from his radio career, has served as a director since June 2008. Mr. Mohn has also served on the board of directors of Scripps Network Interactive since June 2008. From December 2003 until July 2008, Mr. Mohn served on the board of directors of CNET Networks, Inc., where he also served as non-executive chairman from October 2006 to July 2008. Mr. Mohn also previously served on the boards of directors of XM Satellite Radio, Inc. from May 2004 to July 2008 and the E.W. Scripps Company from 2002 until 2008. Mr. Mohn was the founding President of Liberty Digital Inc., a publicly traded subsidiary of Liberty Media Group involved in interactive television, cable television networks and Internet enterprises, and served as its Chief Executive Officer from June 1999 to March 2002. Prior to founding Liberty Digital, he was President and Chief Executive Officer of E!

Entertainment Television. From 1986 to 1989, Mr. Mohn was Executive Vice President and General Manager of MTV and VH1. His professional career also includes twenty years in radio. Mr. Mohn attended Temple University, where he studied Mathematics and Philosophy.

     We believe that our board of directors represents a desirable mix of backgrounds, skills, and experiences, and they all share the personal attributes of effective directors described above. Below are some of the specific experiences, qualifications, attributes or skills in addition to the biographical information provided above that led to the conclusion that each person should serve as one of our directors in light of our business and structure:

     Magid M. Abraham, Ph.D., is one of our co-founders, president, chief executive officer and a director. Dr. Abraham has over ten years of experience with our business in a variety of roles including research and development, sales and marketing and corporate administration, since its inception. In addition, Dr. Abraham brings his experience as a founder and senior executive of previous successful market-research based companies. Dr. Abraham has a deep understanding of all aspects of our business. He also has significant corporate governance experience through service on other company boards and as an executive with other companies, and he has an extensive educational background.

     Gian M. Fulgoni, is one of our co-founders, executive chairman and a director. Mr. Fulgoni has over ten years of experience with our business in a variety of roles including research and development, sales and marketing and corporate administration, since its inception. In addition, Mr. Fulgoni brings his experience as a founder and senior executive of previous successful market-research based companies. Mr. Fulgoni has a deep understanding of all aspects of our business. He also has significant corporate governance experience through service on other public company boards and as an executive with other companies, and he has an extensive educational background.

     Jeffrey Ganek has served as an executive or a member of the board of directors of several large technology and telecom companies. Mr. Ganek has substantial experience with research and development, sales and marketing and corporate administration of technology companies. He also has significant corporate governance experience through his service on other company boards and as an executive with other companies, and he has an extensive educational background.

     Bruce Golden has served as a member of the board of directors of several high technology and internet companies through his role as a venture capitalist. Mr. Golden has substantial experience with advising on the strategic development of technology companies. He also has significant corporate governance experience through his service on other company boards, and he has an extensive educational background.

     William J. Henderson has served as an executive or a member of the board of directors of several large technology, data aggregation and multimedia companies. Mr. Henderson has substantial experience marketing and the corporate administration of large businesses. He also has significant corporate governance experience through his service on other company boards, and he has an extensive educational background.

     William Katz has also served as an executive of or a member of the board of directors of several marketing and advertising companies. Mr. Katz has extensive experience in those industries, as well as with corporate governance through his service on other boards of directors.

     Ronald J. Korn has served as an executive or a member of the board of directors of several large public companies. Mr. Korn has substantial experience as a public accountant, and he has sufficient background to qualify as our audit committee financial expert. He also has significant corporate governance experience through his service on other company boards, and he has an extensive educational background.

     Jarl Mohn has also served as an executive of or a member of the board of directors of several multimedia companies. Mr. Katz has extensive experience in that industry, as well as with corporate governance through his service on other boards of directors.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

          Section 16(a) of the Securities Exchange Act of 1934, as amended, requires that certain of our executive officers and directors, and persons who own more than 10% of a registered class of our equity securities, file reports of ownership and changes in ownership (Forms 3, 4 and 5) with the SEC. Such executive officers, directors and greater than 10% holders are required to furnish us with copies of all of these forms that they file. Certain employees of our company hold a power of attorney to enable such individuals to file ownership and change in ownership forms on behalf of certain of our executive officers and directors.

          Based solely on our review of these reports or written representations from certain reporting persons, we believe that during 2009, all filing requirements applicable to our officers, directors, greater-than-10% beneficial owners and other persons subject to Section 16(a) of the Securities Exchange Act of 1934, as amended, were met, except that the following reports, although filed, were not filed timely:

Name of Filer		Form		Date Filed		Description
Magid M. Abraham		4/A		April 15, 2009		Amendment to correct clerical error in filing on February 19, 2009 regarding calculation of the number of shares subject to repurchase by us.
		4/A		April 15, 2009		Amendment to correct clerical error in filing on March 27, 2009 regarding total beneficial ownership of shares.
Gregory T. Dale		4/A		April 15, 2009		Amendment to correct clerical error in filing on February 19, 2009 regarding calculation of the number of shares subject to repurchase by us.
		4/A		April 15, 2009		Amendment to correct clerical error in filing on March 27, 2009 regarding beneficial ownership of shares.
Gian M. Fulgoni		4/A		April 15, 2009		Amendment to correct clerical error in filing on February 19, 2009 regarding calculation of the number of shares subject to repurchase by us.
		4/A		April 15, 2009		Amendment to correct clerical error in filing on March 27, 2009 regarding beneficial ownership of shares.
Jeffrey Ganek		4		August 4, 2009		Late filing for grant of restricted stock on July 29, 2009.
Bruce Golden		4		August 4, 2009		Late filing for grant of restricted stock on July 29, 2009.
John M. Green		4/A		April 15, 2009		Amendment to correct clerical error in filing on February 19, 2009 regarding calculation of the number of shares subject to repurchase by us.
		4/A		April 15, 2009		Amendment to correct clerical error in filing on March 27, 2009 regarding beneficial ownership of shares.
William J. Henderson		4		August 4, 2009		Late filing for grant of restricted stock on July 29, 2009.
William Katz		4		August 4, 2009		Late filing for grant of restricted stock on July 29, 2009.
Ronald J. Korn		4		August 4, 2009		Late filing for grant of restricted stock on July 29, 2009.
Christiana L. Lin		4/A		April 15, 2009		Amendment to correct clerical error in filing on February 19, 2009 regarding calculation of the number of shares subject to repurchase by us.
		4/A		April 15, 2009		Amendment to correct clerical error in filing on March 27, 2009 regarding beneficial ownership of shares.
		4		May 6, 2009		Late filing for grant of restricted stock on May 1, 2009.
Jarl Mohn		4		August 4, 2009		Late filing for grant of restricted stock on July 29, 2009.
Kenneth J. Tarpey		4		May 6, 2009		Late filing for grant of restricted stock on May 1, 2009.

CODE OF BUSINESS CONDUCT AND ETHICS

          We have adopted a Code of Business Conduct and Ethics that applies to all directors and employees of the company, including our principal executive officer, principal financial officer and principal accounting officer or controller. The full text of our Code of Business Conduct and Ethics is posted under the “Investor Relations” section on our website at http://www.comscore.com.

DIRECTOR NOMINATIONS

          There have been no material changes to the procedures by which security holders may recommend nominees to our board of directors since those procedures were described in our proxy statement for our 2009 annual meeting of stockholders.

AUDIT COMMITTEE

          We have a separately-designated audit committee of our board of directors established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended.

          The audit committee of our board of directors recommends the appointment of our independent registered public accountant, reviews our internal accounting procedures and financial statements, and consults with and reviews the services provided by our independent registered public accountant, including the results and scope of their audit. The audit committee met twelve times (including telephonic meetings) during 2009.

          The audit committee is currently comprised of Ronald J. Korn (chair), William J. Henderson and Jeffrey Ganek, each of whom is independent within the meaning of the requirements of the Sarbanes-Oxley Act of 2002 and applicable SEC and NASDAQ rules. Ronald J. Korn is chairman of our audit committee as well as our audit committee financial expert, as currently defined under the SEC rules implementing the Sarbanes-Oxley Act of 2002. We believe that the composition and functioning of our audit committee complies with all applicable requirements of the Sarbanes-Oxley Act of 2002, The NASDAQ Global Market, and SEC rules and regulations.

          The audit committee operates under a written charter adopted by the board of directors, a copy of which is available under the “Investor Relations” section of our website, http://www.comscore.com.

ITEM 11.		EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

          The following discussion and analysis of our compensation arrangements with our named executive officers should be read together with the compensation tables and related disclosures set forth elsewhere in this Amendment No. 1 to Annual Report on Form 10-K/A. Our named executive officers for the year ended December 31, 2009 are Magid M. Abraham, Kenneth J. Tarpey, John M. Green, Gian M. Fulgoni, Gregory T. Dale and Christiana L. Lin. This discussion contains forward-looking statements that are based on our current plans and expectations regarding future compensation programs. Actual compensation programs that we adopt may differ materially from currently planned programs as summarized in this discussion.

Our Philosophy

          The objective of our compensation programs for employees is to attract and retain top talent. Our compensation plans are designed to motivate and reward employees for achievement of positive business results and also to promote and enforce accountability. In determining the compensation arrangement of our named executive officers, we are guided by the following key principles:

	•		Attract and Retain Top Talent. Our compensation arrangements should be sufficient to allow us to attract, retain and motivate named executive officers with the necessary skills and talent to successfully manage our business. In order to attract, motivate and retain such executives, we seek to compensate our named executive officers at levels of at least the 50th percentile of our identified peer group, with opportunities to reward stronger performers at levels as much as the 75th percentile of that peer group.
	•		Promote Business Performance Accountability. Compensation should be tied, in part, to the performance of the portion of the business for which a named executive officer is responsible and how that named executive officer’s business unit or area performs and contributes to the overall financial performance of our business.
	•		Promote Individual Performance Accountability. Compensation should be tied, in part, to the individual named executive officer’s performance to encourage and reflect individual contributions to our performance.
	•		Align Stockholder Interests. Compensation should be tied, in part, to our financial performance through equity awards, which help to align our named executive officers’ interests with those of our stockholders.

Application of our Philosophy

          We believe that our executive compensation and benefit program balances short-term and long-term components, cash and equity elements, and fixed and contingent payments. We apply our compensation philosophy using both quantitative and qualitative standards to incentivize our named executive officers and reward them for achieving the following goals:

	•		develop a culture that embodies a passion for our business and a drive to achieve and exceed established goals and objectives;
	•		provide leadership to the organization in such a way as to maximize the results of our business operations;
	•		lead us by demonstrating forward thinking in the operation, development and expansion of our business; and
	•		effectively manage organizational resources to derive the greatest value possible from each dollar invested.

          Our executive compensation structure aims not only to compensate top talent at levels that we believe are at the 50^th percentile or greater of an identified peer group, but also to be fair relative to compensation paid to other professionals within our organization, relative to our short- and long-term performance results and relative to the value we deliver to our stockholders. We seek to maintain a performance-oriented culture with a compensation approach that rewards our executive officers when we achieve and exceed our goals and objectives, while putting at risk an appropriate portion of their compensation against the possibility that our goals and objectives may not be achieved. Our board of directors considers both qualitative and quantitative factors as measures of individual performance and weights these factors as appropriate in assessing a particular individual’s performance. Overall, our approach is designed to relate the compensation of our named executive officers to the following: the achievement of short- and long-term goals and objectives; their willingness to challenge and improve existing policies and structures; and their capability to take advantage of unique opportunities and overcome difficult challenges within our business.

Role of Our Compensation Committee

          Our compensation committee approves, administers and interprets our executive compensation and benefit policies, including our 1999 Stock Plan, our 2007 Equity Incentive Plan and our compensation, incentives and benefits programs. Our compensation committee is appointed by our board of directors, and consists entirely of directors who are “outside directors” for purposes of Section 162(m) of the Internal Revenue Code, “non-employee directors” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and “independent directors” under the listing standards of the NASDAQ Stock Market. Our compensation committee is comprised of Messrs. Henderson, Katz and Mohn, and is chaired by Mr. Henderson.

          Our compensation committee reviews and approves our executive compensation and benefit program to ensure that it is consistent with our compensation philosophy and corporate governance guidelines. Our compensation committee also is responsible for establishing the executive compensation packages offered to our named executive officers.

          Our compensation committee has taken the following steps to ensure that our executive compensation and benefit program is consistent with both our compensation philosophy and our corporate governance guidelines:

	•		regularly reviewed the performance of and the total compensation earned by or awarded to our Chief Executive Officer and Executive Chairman independent of input from them;
	•		examined on an annual basis the performance of our other named executive officers and other key employees with assistance from our Chief Executive Officer and Executive Chairman and approved compensation packages that are believed to be consistent with or more attractive than those generally found in the executive’s marketplace;
	•		regularly held executive sessions of compensation committee meetings without management present; and
	•		engaged outside compensation consultants to review our executive compensation practices and provide comparison to other opportunities in the marketplaces for our named executive officers in connection with setting compensation for our 2009 bonus target levels and 2009 fiscal year base salaries and equity-award levels.

     Utilization of Outside Compensation Consultants

          Prior to our initial public offering in 2007, our compensation committee had not previously conducted formal surveys or analyses of compensation levels in various marketplaces or engaged compensation consultants to do so on our behalf. However, beginning in mid-2007, in addition to utilizing the collective experience and knowledge of our board of directors and executive management, as well as informal reviews of compensation information gained through marketplace contacts and service providers, our compensation committee selected and directly engaged the services of an independent executive compensation consulting firm, Towers Perrin. No member of the compensation committee or any named executive officer had any affiliation with Towers Perrin. Towers Perrin had not performed any other work for us, and it has reported directly to the chairman of the compensation committee.

          In July 2009, our compensation committee selected and directly engaged the services of a new independent executive compensation consulting firm, Compensia. The committee selected Compensia because Compensia’s primary focus is on technology companies and because of its familiarity and experience in advising the compensation committees for the boards of directors of technology companies. No member of the compensation committee or any named executive officer has any affiliation with Compensia. Compensia has not performed any other work for us, and it has reported directly to the chairman of the compensation committee. Compensia is engaged to conduct an annual compensation study for the compensation committee of our board of directors, including without limitation, selection of a peer group, reporting on our compensation as compared to our peers, and providing recommendations to the compensation committee on adjustments to our compensation plans and approaches to support our compensation philosophy.

     Fees of the Compensation Committee Consultants

          The aggregate fees billed by Towers Perrin and Compensia for 2009 to provide advice or recommendations on the amount or form of executive and director compensation did not exceed $120,000 individually or in the aggregate. Neither Towers Perrin nor Compensia provided additional services to us or our affiliates during 2009

     Approval of Compensation Consultant Services

          Our compensation committee directly approved Towers Perrin as its compensation consultant until its subsequent engagement of Compensia in 2009. In 2007, our management screened and recommended several firms, including Towers Perrin, to serve as the compensation consultant to our compensation committee. Following this process, our compensation committee determined that it would engage Towers Perrin. Our compensation committee also approved the fee schedule for executive compensation consulting fees.

          In 2009, our board of directors and our management sought to engage a compensation consultant with strong experience with technology companies at similar stages of growth as our company. In 2009, our General Counsel screened and recommended several firms, including Compensia, to serve as the compensation consultant to our compensation committee. The chairman of our compensation committee interviewed representatives from three firms and our compensation committee determined that it would engage Compensia. Our compensation committee directly approved Compensia as its compensation consultant.

     Review of Compensation for 2009 Fiscal Year

          In 2008, as part of our ongoing commitment to link current compensation levels to our compensation philosophy and business strategy, our compensation committee requested that Towers Perrin review our direct compensation, including base salary, total cash compensation and total direct compensation. We define total cash compensation as base salary plus actual annual incentives, and we define total direct compensation as total cash compensation plus the annualized expected value of long-term incentives.

          Towers Perrin provided a report to the compensation committee in October 2008 with observations and analyses regarding the direct compensation of our named executive officers. The October 2008 study referenced both published compensation survey data of comparably-sized companies and a valuation peer group determined based on inputs from investment banks as well as management input as to companies with whom we compete for executive talent,

with median annual revenues of $100 million. All of the companies included in the peer group are providers of digital marketing intelligence or related analytical products and services, marketing services and solutions or survey services. Specifically, the peer group consisted of the following companies:

Arbitron Inc.		Marchex, Inc.		Rainmaker Systems, Inc.
Forrester Research, Inc.		MIVA, Inc.		Taylor Nelson Sofres plc
Greenfield Online, Inc.		Morningstar, Inc.		Think Partnership Inc.
Harris Interactive Inc.		National Research Corporation		ValueClick, Inc.
Ipsos Group S.A.		Omniture, Inc.		Website Pros, Inc.

          Based on the inputs from Towers Perrin and our management as well as their own review, our compensation committee determined that our named executive officers’ compensation package for our 2008 fiscal year continued to fall within the 50th percentile range of the identified peer group for executive compensation, and target annual incentives, total cash compensation and total direct compensation were all in line with market medians, with the flexibility to exceed up to the 75^th percentile range of the identified peer group. Our compensation committee further determined that, with the exception of Dr. Abraham, our named executive officers’ base salaries for our 2008 fiscal year continued to fall within the 50^th percentile range of our identified peer group for executive base salary. Although Dr. Abraham’s base salary was found to be below the 50^th percentile range, our compensation committee determined that Dr. Abraham’s compensation package was heavily weighted in equity compensation. Such equity component was found to have counterbalanced the shortfall in base salary such that Dr. Abraham’s compensation package remained consistent with our compensation philosophy. Moreover, the compensation committee believed that the heavier weighting towards equity compensation would better align Dr. Abraham’s interests with the interests of the company and our stockholders. Accordingly, the compensation committee determined in October 2008 to leave 2009 base salaries for our named executive officers unchanged from 2008.

          Our compensation committee chose the 50^th percentile of this peer group as the baseline for our compensation components with a view towards what our compensation committee believed to be fair to our named executive officers and to the company as well as consistent with industry practices in the technology sector. In making such determination, our compensation committee considered such factors as the stage of our company’s development, the size and characteristics of our company, based on both headcount and operations and balance sheet characteristics, as well as the expected future characteristics of our business relative to our identified peer group.

          In connection with their October 2008 review of base salaries, the compensation committee requested that Towers Perrin further review our incentive programs, including annual performance bonuses and long-term incentive awards. Since our initial public offering, our annual performance bonuses have been paid in cash and, in recent years, restricted stock in lieu of a portion of the cash bonus at the election of the officers. Our long-term incentive awards utilize restricted stock, although we had used stock option awards in past years as well. Given the economic conditions in late 2008, the compensation committee sought to explore the use of non-cash incentives as an alternative to cash-based incentives in order to better control our cash usage. At the same time, our management also suggested to the compensation committee that non-cash based incentives may help enhance retention of existing named executive officers and align stockholder interest with named executive officers interests.

          Pursuant to the compensation committee’s request, Towers Perrin provided several reports to the compensation committee during the first few months of 2009 with observations and analysis as well as certain proposals regarding making salary adjustments and increasing the non-cash components of our annual performance bonuses and long-term incentive awards to our named executive officers.

          Based on the inputs from Towers Perrin and our management as well as their own review, in March 2009 our compensation committee established an incentive award policy for our 2009 fiscal year to the effect that bonus target amounts would be combined with long-term incentive target amounts, and would be paid entirely with awards of restricted stock or restricted stock units according to certain target levels based on respective base salary levels for each of the executive officers included in the policy. The stock associated with such awards would be distributed in 2010, and seventy-five percent of the total shares issued would remain subject to vesting restrictions that would lapse ratably over the three years following the award date.

          Based on additional inputs from Towers Perrin, the compensation committee determined, in April 2009, that our named executive officers should have a compensation package that was more heavily weighted in equity than in cash. As a result, the compensation committee determined that the 2009 base salary of our named executive officers should be reduced by 7.5% and that additional restricted stock should be awarded to our named executive officers. On May 1, 2009, our compensation committee approved the following changes to the compensation packages of our named executive officers based on this review.

		Base Salary																Restricted Stock Awards
																						Grant Date
		2009																Additional				Fair Value
		through				2009 after												Shares				of Stock
Name and Principal Position		May 1				May 1				$ Change				% Change				Issued				Awards (1)
Magid M. Abraham, Ph.D.		$	425,000			$	393,125			$	(31,875	)			(7.5	)%			2,734			$	31,878
President, Chief Executive Officer and Director
Kenneth J. Tarpey			300,000				285,000				(15,000	)			(5	)%			1,286				14,995	(2)
Chief Financial Officer
Gian M. Fulgoni			375,000				346,875				(28,125	)			(7.5	)%			2,412				28,124
Executive Chairman of the Board of Directors
Gregory T. Dale			275,600				254,930				(20,670	)			(7.5	)%			1,773				20,673
Chief Operating Officer
Christiana L. Lin			250,000				231,250				(18,750	)			(7.5	)%			1,608				18,749
Executive Vice President, General Counsel and Chief Privacy Officer
John M. Green			302,400				222,000	(3)			(80,400	)			(30.7)	%(1)			1,645				17,996
Former Chief Financial Officer and Former Executive Vice President of Human Capital

          Each award of restricted stock was made pursuant to our 2007 Equity Incentive Plan, and is subject to vesting in equal installments over a four year period with each installment vesting annually on May 1. This compensation adjustment, which was also applied to a significant number of our other employees, was expected to allow us to reduce our cash expenses, improve our long-term retention of employees and retain additional liquid resources to fund and accelerate certain investments in new product offerings and capabilities within our existing cost structure.

     Review of Compensation for 2010 Fiscal Year

          In 2009, as part of our ongoing commitment to link current compensation levels to our compensation philosophy and business strategy, our compensation committee requested that Compensia review our direct compensation, including base salary, total cash compensation and total direct compensation. Also in 2009, our compensation committee requested that Compensia review our identified peer group and recommend appropriate improvements.

          Compensia provided a report to the compensation committee in October 2009 with observations and analyses regarding the direct compensation of our named executive officers. The October 2009 study referenced both published compensation survey data of comparably-sized companies and a valuation peer group determined based on inputs from investment banks as well as management input as to companies with whom we compete for executive talent with annual revenues of between half and two-and-one-half times our annual revenues. The peer group was also identified using profitability and market capitalization comparable companies in addition to revenues. comScore was below the median revenues of the identified peer group but above the median for profitability and market capitalization. All of the companies included in the peer group are providers of digital marketing intelligence or related analytical products and services, marketing services and solutions or survey services. Specifically, the peer group consisted of the following companies:

Arbitron Inc.		Internet Brands		TechTarget
Bankrate		Kenexa		The Knot
Corporate Executive		Liquidity Services 75%		Unica
Board		LoopNet		ValueClick
CoStar Group		Marchex, Inc.		Web.com
Dice Holdings		Omniture, Inc.*
Forrester Research, Inc.		SuccessFactors

          Our identified peer group for 2009 changed somewhat from the group identified and used for 2008. Upon consultation with the compensation committee and management, as well as upon conducting independent research, Compensia recommended the group identified above. The changes in composition from 2009 were due to several factors, including the determination by Compensia to better align our recommended peer group with similarly-sized companies in the technology space with similar growth characteristics as our own business. We also eliminated certain companies from our 2008 peer group due to the impact of the changing economy on identified firms as well as certain firms existing the market altogether.

          Based on the inputs from Compensia and our management as well as their own review, our compensation committee determined that our named executive officers’ compensation package for our 2009 fiscal year continued to fall within the 50th percentile range of the identified peer group for executive compensation, and target annual incentives, total cash compensation and total direct compensation were all in line with market medians, with the flexibility to exceed up to the 75^th percentile range of the identified peer group. Our compensation committee further determined that, with the exception of Dr. Abraham, Mr. Dale and Ms. Lin, our named executive officers’ base salaries for our 2009 fiscal year continued to fall within the 50^th percentile range of our identified peer group for executive base salary. Although Dr. Abraham’s base salary was found to be below the 50^th percentile range, our compensation committee determined that Dr. Abraham’s compensation package was heavily weighted in equity compensation. Such equity component was found to have counterbalanced the shortfall in base salary such that Dr. Abraham’s compensation package remained consistent with our compensation philosophy. Moreover, the compensation committee believed that the heavier weighting towards equity compensation would better align Dr. Abraham’s interests with the interests of the company and our stockholders. As Chief Technology Officer, Mr. Dale’s compensation fell within the 50^th percentile range of our identified peer groups for executive base salary. In August 2009, Mr. Dale was promoted without an accompanying cash increase. Additionally, in July 2009, Ms. Lin was promoted to executive vice president, and in December 2009, Ms. Lin assumed the additional responsibility of overseeing our human capital department without an accompanying cash increase. Mr. Dale and Ms. Lin did not receive increases in cash salary in connection with their increased responsibilities, but each was awarded additional restricted stock in order to maintain a total compensation package that was consistent with the 50^th percentile for peers with their respective level of responsibility. Moreover, in support of our cash-conservation efforts in 2009, our compensation committee determined to accelerate the vesting of 2,500 shares of restricted stock previously issued to Mr. Dale and Ms. Lin. On April 22, 2010, based on input received from Compensia, and in consultation with management, our compensation committee determined to adjust Mr. Dale’s and Ms. Lin’s compensation by providing each executive with a 9% increase to their base salary effective May 1, 2010. Because there was no change in responsibilities for the other named executive officers, the compensation committee determined to leave 2010 base salaries for those named executive officers unchanged from 2009.

          Our compensation committee chose the 50^th percentile of this peer group as the baseline for our compensation components with a view towards what our compensation committee believed to be fair to our named executive officers and to the company as well as consistent with industry practices in the technology sector. In making such determination, our compensation committee considered such factors as the stage of our company’s development, the size and characteristics of our company, based on both headcount and operations and balance sheet characteristics, as well as the expected future characteristics of our business relative to our identified peer group.

          Our compensation committee believes that our current compensation format and the target levels are consistent with the 50th percentile range of our identified peer group. In reaching these decisions, the compensation committee considered the importance of providing increased incentive opportunities to our named executive officers in equity, which would help better align the long-term incentives of those executives with the incentives of our stockholders.

          Components of our Executive Compensation Program.

          Our executive compensation program consists of three components: short-term compensation (including base salary and annual performance bonuses), long-term incentives (including equity awards in the form of stock options, restricted stock units and/or restricted stock awards) and benefits.

          Our compensation committee evaluates executive compensation and strives to apply the mix of these components in a manner that implements our philosophy while meeting our objectives to attract and retain top talent using compensation that is consistent with or more attractive than other opportunities while also adjusting for individual relative performance and responsibilities as well as our business goals. Our compensation committee has no formal policy for allocating compensation among the compensation components described above, but it does strive to set each component at levels that are consistent with the 50th percentile range of our identified peer group.

     Short-term Compensation

          We utilize short-term compensation, including base salary, annual adjustments to base salary and annual performance bonuses, to motivate and reward our named executive officers in accordance with our performance-based program. Each individual’s short-term compensation components are tied to an annual assessment of his or her progress against established objectives.

          Base Salary

          Base salary is used to recognize the experience, skills, knowledge and responsibilities required of each named executive officers, as well as to reflect market conditions as indicated by reference to our peer group. As we initially considered our named executive officers’ compensation for 2009, base salary determinations were guided primarily by our objective to provide compensation at levels to attract and retain top talent. In establishing the 2009 base salaries of the named executive officers, our compensation committee and management took into account a number of factors, including the executive’s seniority, position and functional role, level of responsibility and his or her accomplishments against personal and group objectives. In addition, we considered the market for corresponding positions within comparable geographic areas and industries as well as the state of our business and our cash flows. In initially setting 2009 base salaries, the compensation committee and management also compared their assessments to input provided by Compensia.

          The base salary of our named executive officer group is reviewed on an annual basis and adjustments are made following each fiscal year and at other times as appropriate to reflect performance-based factors, marketplace conditions and the overall performance of our business. Increases are considered within the context of our overall annual merit increase structure, as well as individual and marketplace factors. We do not apply specific formulas to determine increases. Beginning in 2008, due to increasing global economic uncertainty, our compensation committee generally considered the impact of external marketplace conditions as a determinative factor in setting our named executive officers’ salaries for 2008 and 2009. However, we have historically also considered the following when evaluating named executive officers salaries:

	•		their achievement of specific objectives established during the prior review;
	•		an assessment of their professional effectiveness, consisting of a portfolio of competencies that include leadership, commitment, creativity and organizational accomplishment;
	•		their knowledge, skills and attitude, focusing on capabilities, capacity and the ability to drive results; and
	•		external factors such as the marketplace for the named executive officers, the state of our business and the condition of the global economy.

          Magid M. Abraham, our Chief Executive Officer, periodically reviews the performance of our named executive officers in the context of the factors noted above and recommends to the compensation committee any base salary changes or bonuses deemed appropriate.

          In late 2008, in connection with an October 2008 report prepared by Towers Perrin, our compensation committee evaluated the base salaries of our named executive officers for our 2009 fiscal year. Although all of our named executive officers achieved various objectives and demonstrated improvements in their personal capacities during 2008, the compensation committee considered the external market factors and economic conditions particularly heavily in its October 2008 review. In light of our overall financial performance and the general uncertainty of the global economic conditions at that time, as well as the competitive conditions within our peer group and industry, our compensation committee determined at that time to set base salaries of our named executive officers for our upcoming 2009 fiscal year at the same level as were set in 2008. Our compensation committee believed that such levels remained consistent with our compensation philosophy of providing executive base salaries at the 50th percentile range of our company’s peer group.

          In April 2009, based on additional inputs from Towers Perrin, the compensation committee determined that our named executive officers should have a compensation package that was more heavily weighted in equity than in cash. As a result, the compensation committee determined, among other things, that the 2009 base salary of our named executive officers should be reduced by 7.5% from the 2008 base salary.

          In August 2009, Mr. Dale was promoted to chief operating officer. Additionally, in July 2009, Ms. Lin was promoted to executive vice president, and in December 2009, Ms. Lin assumed the additional responsibility of overseeing our human capital department. Mr. Dale and Ms. Lin did not receive increases in cash salary in connection with their increased responsibilities, but each was awarded additional restricted stock in order to maintain a total compensation package that was consistent with the 50^th percentile for peers with their respective level of responsibility.

          In late 2009, in connection with input provided by Compensia, our compensation committee evaluated the base salaries of our named executive officers for our 2010 fiscal year. Similar to 2009, although all of our named executive officers achieved various objectives and demonstrated improvements in their personal capacities during 2009, the compensation committee continued to heavily consider the external market factors and economic conditions in its review of our named executive officers’ respective compensation arrangements. In light of our overall financial performance and the continued general uncertainty of the global economic conditions at that time, as well as the competitive conditions within our peer group and industry, our compensation committee determined at that time to set base salaries of our named executive officers for our upcoming 2010 fiscal year at the same level as were set in 2009. Our compensation committee believed that such levels remained consistent with our compensation philosophy of providing executive base salaries at the 50th percentile range of our peer group.

          The annual base salaries for 2008, 2009 and 2010 for each named executive officer are set forth below:

		Base Salary												Percentage Change
Name and Principal Position		2008(1)				2009(2)				2010(3)				2009 v. 2008				2010 v. 2009
Magid M. Abraham, Ph.D.		$	425,000			$	393,125			$	393,125				(7.5	)%			—
President, Chief Executive Officer and Director
Kenneth J. Tarpey			N/A				285,000				285,000				N/A				—
Chief Financial Officer
Gian M. Fulgoni			375,000				346,875				346,875				(7.5	)%			—
Executive Chairman of the Board of Directors
Gregory T. Dale			275,600				254,930				277,874	(4)			(7.5	)%			9	%
Chief Operating Officer
Christiana L. Lin			250,000				231,250				252,063	(5)			(7.5	)%			9	%
Executive Vice President, General Counsel and Chief Privacy Officer
John M. Green			302,400				222,000	(6)			222,000	(6)			(30.7	)%			—
Former Chief Financial Officer and Former Executive Vice President of Human Capital

     Performance Bonuses and Long-Term Compensation

          Annual Bonus Policy

          Based on the collective inputs from Towers Perrin, management, and the experience of the members of our board of directors and compensation committee, in February 2009 our compensation committee determined to consolidate our bonus policy with our long-term incentive compensation policy beginning with our 2009 fiscal year so that named executive officers would be awarded restricted stock according to certain target levels based on each named executive officer’s respective base salary levels. Prior to 2009, we had paid a cash-based or cash- and equity-based bonuses on an annual basis to our named executive officers.

          In reaching this decision, the compensation committee considered the importance of providing increased incentive opportunities to our named executive officers in equity, which would help better align the long-term incentives of those executives with the incentives of our stockholders. The compensation committee also considered the importance of reducing or delaying cash outlays from the company in light of the global economic environment, the inherent cash budgeting uncertainties in such an environment as well as management’s planned investment activities. Finally, the compensation committee considered the competitive landscape for compensation, observing that, most U.S. technology companies had not necessarily reduced the value of bonus opportunities for executives despite the recent economic downturn of the past few years but rather had adjusted the threshold performance levels and discretionary components of their bonus programs in order to reduce cash outlays while providing long-term incentives.

          Additional awards under this policy for our named executive officers are tied to the achievement of our annual company goals and objectives, functional area goals, and/or individual performance objectives. Annual performance bonuses are primarily guided by our objectives of accountability for individual and business performance. We set clearly defined goals for each named executive officer, with an emphasis on quantifiable and achievable targets. A portion of each named executive officer’s award is clearly tied to the achievement of specific targets relative to the performance of the particular business segment or functional area for which they are responsible, with the remainder tied to similar targets relative to our overall financial performance. Individual awards under the program are based on a thorough review of the applicable performance results of our company, business, function or individual as compared to the applicable goals.

          Target bonus levels are set at a percentage of actual full-year salary. Our compensation committee approves these percentages for our named executive officers based on a determination of the appropriate portion of total compensation that should be at risk for a particular executive. Generally, target bonuses for our named executive officers are set at a higher percentage of salary than for our other officers, so as to recognize their broader responsibility for company-wide results and to place a greater portion of their total compensation at risk against the achievement of overall goals and objectives.

          Our compensation committee believes that this format of a bonus and long-term compensation policy and the target levels are consistent with the 50th percentile range of our identified peer group based on their experience in the marketplace as well as insight provided by Towers Perrin’s report. The specifics terms of this combined

bonus and long-term compensation policy is summarized in greater detail in the following section titled “Long-Term Compensation”.

          Long-term Compensation

          Long-term, equity-based incentives are primarily guided by our objective of aligning named executive officers with the interests of our stockholders. Grants of stock options, restricted stock units and restricted stock made to executive officers are designed to provide them with incentive to execute their responsibilities in such a way as to generate long-term benefit to us and our stockholders. Through possession of stock options, restricted stock units and shares of restricted stock, our executives participate in the long-term results of their efforts, whether by appreciation of our company’s value or the impact of business setbacks, either company-specific or industry based. Additionally, stock options, restricted stock units and shares of restricted stock provide a means of ensuring the retention of named executive officers, in that they are in almost all cases subject to vesting over an extended period of time, often multiple years.

          Stock options, restricted stock units and shares of restricted stock are granted periodically, and are typically subject to vesting based on the executive’s continued employment. Historically, most of these grants were designed to vest evenly over four years, beginning on the date of the grant.

          Beginning in 2007, we began to use shares of restricted common stock as a form of long-term compensation. Such grants have been made by our board of directors upon the recommendations of our compensation committee. Our compensation committee has preferred the recent use of restricted stock in favor of stock options now that our common stock is publicly traded because it results in less dilution of our existing stockholders, it provides some immediate, tangible value to our employees, and it also does not require cash outlay by our employees. At the same time, restricted stock with vesting creates long-term growth incentives for our employees as well. We expect to continue to predominantly use restricted stock awards in favor of stock options as a form of long-term, stock-based compensation in the foreseeable future.

          Historically, upon joining us, each executive was granted an initial option award that was primarily based on competitive conditions applicable to the executive’s specific position. After our initial public offering, upon joining us, each executive is granted an initial restricted stock award that is primarily based on competitive conditions applicable to the executive’s specific position. In addition, the compensation committee considers the number of shares subject to options or shares of restricted stock owned by other executives in comparable positions within our company when determining the number of shares to grant to each executive, as well as the number of shares that remain unvested. Based upon input provided by Towers Perin and Compensia and reviewed by our compensation committee, we believe this strategy is consistent with the approach of our peer group and, in our compensation committee’s view, is appropriate for aligning the interests of our executives with those of our stockholders over the long term.

          Periodic awards to named executive officers are made based on an assessment of their sustained performance over time, their ability to impact results that drive value to our stockholders and their organization level. Magid M. Abraham, our Chief Executive Officer, periodically reviews the performance of our other named executive officers on this basis and recommends to the compensation committee any equity awards deemed appropriate. The compensation committee reviews any such recommendations and presents them to our board of directors for approval, if appropriate.

          2009 Executive Long-Term Compensation Policy

          As discussed above, in February 2009 our compensation committee combined our bonus policy for our 2009 fiscal year with our long-term compensation policy, so that named executive officers may be awarded restricted stock according to certain target levels based on our named executive officers’ respective base salary levels and their performance during the 2009 fiscal year. If earned, these awards will be paid out following the end of our 2009 fiscal year, with a portion of the shares issued vesting immediately upon the date of the award and the remaining shares vesting over three years thereafter. Our compensation committee believes that this format and the target levels are consistent with or more attractive than other opportunities in those named executive officers’

respective marketplaces based on their experience in the marketplace as well as insight provided by Towers Perrin’s report.

          The combined bonus and long-term compensation targets for each named executive officer for the 2009 fiscal year long-term compensation awards as well as the actual payouts were as follows:

						Target Level as				Actual Payout
		2009 Full-				a % of 2009				as a % of 2009				Actual
		Year				Full-Year				Full-Year				Payout
Name and Principal Position		Salary				Salary(1)				Salary				(1)
Magid M. Abraham, Ph.D.		$	393,125				200	%			205	%		$	807,469
President, Chief Executive Officer and Director
Kenneth J. Tarpey			285,000				125				88	(2)			250,426
Chief Financial Officer
Gian M. Fulgoni			346,875				160				164				569,967
Executive Chairman of the Board of Directors
Gregory T. Dale			254,930				80				72				184,285
Chief Operating Officer
Christiana L. Lin			231,250				80				78				180,462
Executive Vice President, General Counsel and Chief Privacy Officer
John M. Green			222,000				75				42	(3)			94,206	(3)
Former Chief Financial Officer and Former Executive Vice President of Human Capital

          The above-referenced restricted stock awards were issued on February 18, 2010 based on each named executive officer’s actual performance during 2009 relative to the metrics described in further detail below. One-quarter of the total number of shares of the restricted stock award to each named executive officer vested immediately upon the grant date, and the remaining three-quarters of the shares of the restricted stock award vest ratably over the three-year period following the grant date.

          Under this policy, the award levels established for the 2009 fiscal year for Dr. Abraham and Messrs. Tarpey and Fulgoni were based on a mix of quantitative and qualitative factors, certain of which were the satisfactory completion of specific projects or initiatives. The 2009 targets for Dr. Abraham and Messrs. Tarpey and Fulgoni were calculated based on the following component factors:

		Weight of
Achievement of		Target
Milestones for 2009 earnings before interest taxes, depreciation and amortization, or EBITDA			50	%
Milestones for 2009 revenue			30	%
Individual qualitative factors such as client retention, personnel retention, strategic milestones			20	%

          A minimum threshold must be exceeded for each component above before any award will be made with respect to that component. In the event that the target metrics are surpassed, the maximum possible awards under the plan for Dr. Abraham, and Messrs. Fulgoni and Tarpey was 320%, 240% and 175%, respectively, of base salary.

          The annual performance targets established for the 2009 fiscal year for Messrs. Dale and Green and Ms. Lin were based solely on the achievement of qualitative performance factors. Targets were based on qualitative factors such as successful completion and integration of strategic transactions, effective management of their respective organizations, the development and release of new technology or product offerings, successful recruiting and development of our human capital resources and the successful implementation of strategic initiatives. The

maximum possible awards under the plan for Messrs. Dale and Green and Ms. Lin were 150% in each case of base salary.

          Participants in this policy must remain employed through the date that awards are paid in order to qualify for the awards. Our compensation committee, in its sole discretion, retains the right to amend, supplement, supersede or cancel this policy for any reason, and reserves the right to determine whether and when to pay out any awards, regardless of the achievement of the performance targets.

          2010 Executive Long-Term Compensation Policy

          In February 2010, our compensation committee confirmed that the combined bonus and long-term compensation policies and target levels that we used for our 2009 Executive Long-Term Compensation Policy remained appropriate and therefore the same as 2009 for our 2010 Executive Long-Term Compensation Policy. If earned, these awards will be paid out following the end of our 2010 fiscal year, with one quarter of the incentive amount issued as cash immediately upon the date of the incentive award and the remaining amounts issued as shares vesting annually over three years thereafter. Our compensation committee believes that this format and the target levels are consistent with or more attractive than other opportunities in those named executive officers’ respective marketplaces based on their experience in the marketplace as well as insight provided by Compensia’s report.

          Under this policy, the award levels established for the 2010 fiscal year for Dr. Abraham and Messrs. Tarpey and Fulgoni are based on a mix of quantitative and qualitative factors, certain of which were the satisfactory completion of specific projects or initiatives. The quantitative milestones varied somewhat from 2009 to reflect the expected financial performance of the company in 2010 as compared to 2009. The 2010 targets for Dr. Abraham and Messrs. Tarpey and Fulgoni were calculated based on the following component factors:

		Weight of
Achievement of		Target
Milestones for 2010 earnings before interest taxes, depreciation and amortization, or EBITDA			50	%
Milestones for 2010 revenue			30	%
Individual qualitative factors such as client retention, personnel retention, strategic milestones			20	%

          A minimum threshold must be exceeded for each component above before any award will be made with respect to that component. In the event that the target metrics are surpassed, the maximum possible awards under the plan for Dr. Abraham, and Messrs. Fulgoni and Tarpey are 320%, 240% and 175%, respectively, of base salary.

          The annual performance targets established for the 2010 fiscal year for Messrs. Dale and Ms. Lin were based solely on the achievement of qualitative performance factors. Targets were based on qualitative factors such as successful completion and integration of strategic transactions, effective management of their respective organizations, the development and release of new technology or product offerings, successful recruiting and development of our human capital resources and the successful implementation of strategic initiatives. The maximum possible award under the plan for Mr. Dale and Ms. Lin is 150% in each case of base salary.

          Participants in this program must remain employed through the date that awards are paid in order to qualify for the awards. Our compensation committee, in its sole discretion, retains the right to amend, supplement, supersede or cancel this program for any reason, and reserves the right to determine whether and when to pay out any awards, regardless of the achievement of the performance targets.

     Benefits and Perquisites

          We provide the following benefits to our named executive officers on the same basis as the benefits provided to all our employees:

	•		health and dental insurance;
	•		life insurance;

	•		short-and long-term disability; and
	•		401(k) plan.

          These benefits are consistent with those offered by other companies and specifically with those companies with which we compete for employees.

          In general, we do not view perquisites as a significant component of our executive compensation structure. However, the compensation committee has the authority to approve perquisites, primarily for retention purposes or to accommodate specific, and usually temporary, circumstances of executives who do not reside near their work locations.

     Severance and Change of Control Arrangements

          Of our named executive officers for 2009, Dr. Abraham and Messrs. Tarpey, Fulgoni and Green were parties to agreements that provided certain benefits to these named executive officers in the event of their termination or a change of control of the Company under certain circumstances or both.

          We believe the following arrangements are useful retention tools that are particularly necessary in an industry, such as ours, where there is frequent market consolidation. We recognize that it is possible that we may be subject to a change of control, and that this possibility could result in a sudden departure or distraction of our key executives to the detriment of our business. We believe that the following arrangements help to maintain the continued focus and dedication of our executives to their assigned duties to maximize stockholder value without the distraction that could result from the uncertainty of a change of control.

     Magid M. Abraham and Gian M. Fulgoni

          Certain shares of the restricted common stock held by Dr. Abraham and Mr. Fulgoni at December 31, 2009 that remain unvested were subject to “single trigger” acceleration provisions, which results in the repurchase rights fully lapsing upon the occurrence of a “change of control” event. In general terms, the restricted stock agreements for Dr. Abraham and Mr. Fulgoni define a “change of control” event as an acquisition of at least 50% of the voting control of the company, a sale or merger of the company or the sale of substantially all the assets of the company. Assuming a fair market value of our common stock of $17.55 per share, which represented the closing market price of our common stock as reported on the NASDAQ Global Market on December 31, 2009, Dr. Abraham and Mr. Fulgoni would have obtained an immediate increase in the value of their respective stock holdings upon a change of control at December 31, 2009 as indicated in the table below.

		Restricted Common Stock Shares				Value Realized Upona
Name		Vesting Upon a Change of Control				Change of Control
Magid M. Abraham, Ph.D. President, Chief Executive Officer and Director			50,000			$	877,500
Gian M. Fulgoni Executive Chairman of the Board of Directors			37,500				658,125

     Kenneth J. Tarpey

          In connection with his initial employment as our Chief Financial Officer on April 20, 2009, Mr. Tarpey entered into a letter agreement with us dated April 1, 2010 providing for certain benefits upon either a “change of control” or upon his termination without “cause.”

          In general, Mr. Tarpey’s employment offer letter defines a “change of control” event as an acquisition of at least 50% of the voting control of the company, a sale or merger of the company or the sale of substantially all the assets of the company. Mr. Tarpey’s employment offer letter defines “cause” for termination to include the commission of any act of dishonesty, embezzlement, theft or fraud with respect to the company; an indictment, plea of nolo contendere or conviction, of any felony or of any crime involving dishonesty; a material breach of Mr.

Tarpey’s duties to the Company, including repeated unsatisfactory performance of job duties; or a material breach by Mr. Tarpey of the letter agreement or any written comScore policy.

          Upon a change of control, the right of repurchase restrictions on all restricted stock awards held by Mr. Tarpey shall lapse immediately. Assuming a fair market value of our common stock of $17.55 per share, which represented the closing market price of our common stock as reported on the NASDAQ Global Market on December 31, 2009, Mr. Tarpey would have obtained an immediate increase in the value of his stock holdings of $1,491,750 upon a change of control at December 31, 2009 that resulted in the lapsing of the repurchase rights on all 85,000 shares of his then-unvested restricted stock.

          Upon a termination without cause, Mr. Tarpey is entitled to lump-sum severance payment of six (6) months’ base salary as then in effect. Furthermore, the right of repurchase with respect to any restricted stock award granted to Mr. Tarpey under our executive long-term compensation policy prior to the date of such termination shall be waived for 50% of the initial portion of each such award made to Mr. Tarpey with a right of repurchase, subject to Mr. Tarpey signing a release of claims.

          Assuming a fair market value of our common stock of $17.55 per share, which represented the closing market price of our common stock as reported on the NASDAQ Global Market on December 31, 2009, Mr. Tarpey would receive the following upon a termination without cause at December 31, 2009.

Lump-sum severance payment of six months’ base salary		$	142,500
Acceleration of Unvested Executive Long-Term Compensation Plan Restricted Stock Awards			—	(1)
Total		$	142,500

     John M. Green

          Given Mr. Green’s change in position on April 20, 2009 from Chief Financial Officer to Executive Vice President of Human Capital, his employment arrangement was amended on May 20, 2009, including severance and change of control provisions, to align his compensation package with one more commensurate with his new role.

          In connection with the modification of Mr. Green’s prior employment arrangement and his new May 20, 2009 employment offer letter, unvested options and shares of restricted stock held by Mr. Green were cancelled as of May 18, 2009, except that Mr. Green retained 11,803 shares of restricted stock and options for the purchase of 16,248 shares of the Company’s common stock that were then unvested and remained subject to vesting contingent upon Mr. Green’s continued status as a service provider. However, if Mr. Green is terminated without cause (as such term is defined in the award agreements) prior to the date on which those options and shares fully vest, those options and shares will fully vest upon his date of termination. As of the date of Mr. Green’s new employment agreement on May 20, 2009, our previous obligations with respect to Mr. Green’s severance and changes of control were superseded by the new agreement. On November 13, 2009, Mr. Green further notified us of his intention to resign from all positions with us effective on or before February 28, 2010. Accordingly, as of November 13, 2009, any effects that might occur relating to the change of control provisions of Mr. Green’s employment arrangement were otherwise mitigated by his resignation.

Total Compensation

          We intend to continue our strategy of compensating our named executive officers at levels consistent with or more attractive than other opportunities for each type of executive, with the opportunity to impact their total annual compensation through performance-based incentive programs that include both cash and equity elements. Our approach to total executive compensation is designed to drive results that maximize our financial performance and deliver value to our stockholders. In light of our compensation philosophy, we believe that the total compensation package for our executives should continue to consist of base salary, annual cash performance bonus and long-term equity-based incentives, reflecting our key compensation principles of compensation to attract and retain top talent, accountability for individual and business performance, and alignment with stockholder interests,

respectively. We do not consider benefits to be a key element in attracting executive officers, and we typically offer largely the same benefits to our executive officers as to our other employees. Historically, we have typically offered a combination of short-term and long-term compensation to suit our executives’ preferences. Certain of our executives who joined us earlier in our history preferred to accept more long-term compensation in the form of stock options, as the potential return was higher at that stage and our ability to fund short-term cash compensation was more limited. At the same time, certain of our executives have preferred greater short-term compensation and reduced long-term compensation. As we have become more profitable and our common stock has become publicly traded, our ability to attract executives through short-term compensation has increased. Accordingly, we expect that our decisions regarding the relationship among our elements of compensation will become less dependent upon our stage as a growing company and more dependent upon our key compensation principles.

Evolution of our Compensation Approach

          Our compensation approach is necessarily tied to our stage of development as a company. Accordingly, the specific direction, emphasis and components of our executive compensation program will continue to evolve as our company and its underlying business strategy continue to grow and develop. For example, we have reduced our executive compensation program’s emphasis on stock options as a long-term incentive component in favor of other forms of equity compensation such as restricted stock awards. Similarly, we continue to revise how we measure senior executive performance to take into account the unique requirements of being a public company, including, but not limited to, strict compliance with the standards of the Sarbanes Oxley Act. In addition, we have engaged an outside compensation consultant since mid-2007 to assist our compensation committee in continuing to evolve our executive compensation program, and we may look to programs implemented by comparable public companies in refining our compensation approach.

COMPENSATION COMMITTEE REPORT

          The compensation committee has reviewed and discussed the Compensation Discussion and Analysis contained in this Annual Report on Form 10-K/A with company management. Based on the compensation committee’s review of, and the discussions with management with respect to, the Compensation Discussion and Analysis, the compensation committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K/A for the fiscal year ended December 31, 2009 for filing with the Securities and Exchange Commission.

		COMPENSATION COMMITTEE
		William J. Henderson, Chairman
		William Katz
		Jarl Mohn

     The foregoing compensation committee report shall not be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, and shall not otherwise be deemed filed under these acts, except to the extent we specifically incorporate by reference into such filings.

EXECUTIVE COMPENSATION

Summary Compensation Table

          The following table sets forth summary information concerning compensation for the following persons: (i) all persons serving as our chief executive officer during 2009, (ii) all persons serving as our chief financial officer during 2009 and (iii) the three most highly compensated of our other executive officers who received compensation during 2009 of at least $100,000 and who were executive officers on December 31, 2009. We refer to these persons as our “named executive officers” elsewhere in this Amendment No. 1 to Annual Report on Form 10-K/A. The following table includes all compensation earned by the named executive officers for the respective periods, regardless of whether such amounts were actually paid during the period.

																		Equity				Non-Equity
																		Incentive Plan				Incentive Plan				All Other
Name and														Stock Awards				Compensation				Compensation				Compensation
Principal Position		Year				Salary($)				Bonus($)				($)(1)				($)(1)				($)				($)				Total ($)
Magid M. Abraham, Ph.D.			2009			$	403,750				—			$	653,849	(2)		$	807,469	(3)			—			$	61	(4)		$	1,865,129
President, Chief Executive			2008				408,333				—				850,000	(5)			—			$	183,751	(6)			3,290	(7)			1,445,374
Officer and Director			2007				326,635			$	95,317	(8)			1,125,000				—				—				3,178	(7)			1,550,130
Kenneth J. Tarpey			2009				200,384				—				1,165,895	(2)(9)			250,426	(3)			—				61	(4)			1,616,766
Chief Financial Officer*
Gian M. Fulgoni			2009				356,250				—				452,686	(2)			569,967	(3)			—				61	(4)			1,378,964
Executive Chairman of the			2008				362,500				—				562,492	(5)			—				168,126	(6)			4,162	(7)			1,097,280
Board of Directors			2007				303,000				88,931	(10)			843,750				—				—				4,178	(7)			1,239,859
Gregory T. Dale			2009				261,820				—				619,236	(2)(11)			184,285	(3)			—				61	(4)			1,065,402
Chief Operating Officer			2008				272,999				—				200,008	(5)			—				51,401	(6)			3,161	(7)			527,569
			2007				258,538				59,879	(12)			205,500				—				—				3,178	(7)			527,095
Christiana L. Lin			2009				237,500				—				331,608	(2)(13)			180,462	(3)			—				61	(4)			751,780
Executive Vice President,			2008				241,667				—				200,008	(5)			—				49,078	(6)			3,161	(7)			493,914
General Counsel and Chief			2007				158,958				32,775	(14)			213,750				—				—				2,482	(7)			407,965
Privacy Officer
John M. Green			2009				251,205				—				357,865	(2)(15)			94,206	(3)			—				61	(4)			703,337
Former Chief Financial			2008				297,000				—				604,795	(5)			—				85,031	(6)			4,099	(7)			990,925
Officer* and Former			2007				271,500				62,819	(16)			337,750				—				—				3,900	(7)			675,969
Executive Vice President of Human Capital

          In April 2009, our compensation committee determined to adjust the compensation packages of our named executive officers to more heavily favor equity than cash than we had in recent years. As a result, the compensation committee recommended the reduction of the base salary of our named executive officers by 7.5% and the award of additional restricted stock. Such adjustment was intended to allow us to reduce our cash expenses, increase our long-term retention of employees and retain additional liquid resources to fund and accelerate certain investments in new product offerings and capabilities within our existing cost structure. All of our named executive officers and employees that were affected by the reduction received a corresponding award of restricted stock on May 1, 2009.

          In August 2009, Mr. Dale was promoted to chief operating officer. Additionally, in July 2009, Ms. Lin was promoted to executive vice president, and in December 2009, Ms. Lin assumed the additional responsibility of overseeing our human capital department. Mr. Dale and Ms. Lin did not receive increases in cash salary in connection with their increased responsibilities, but each was awarded additional restricted stock in order to maintain a total compensation package that was consistent with the 50th percentile for peers with their respective level of responsibility.

Grants of Plan-Based Awards

          The following table sets forth certain information concerning grants of plan-based awards to named executive officers in 2009. No options were granted to our named executive officers during 2009.

																		All Other				Grant Date
						Estimated Future Payouts Under Equity												Stock Awards:				Fair Value of
						Incentive Plan Awards(1)												Number of				Stock and
		Grant				Threshold												Shares of Stock				Option Awards
Name		Date				($)				Target($)				Maximum($)				(#)				(2)
Magid M. Abraham, Ph.D.			—				—			$	786,250			$	1,258,000				—				—
			2/18/2009				—				—				—				10,247	(3)		$	81,669
			2/18/2009				—				—				—				5,902	(4)			47,039
			2/18/2009				—				—				—				72,137	(5)(6)			574,932
			5/1/2009				—				—				—				2,734	(6)(7)			31,878
Kenneth J. Tarpey			—				—				375,000				720,000				—				—
			4/20/2009				—				—				—				85,000	(6)(8)			1,150,900
			5/1/2009				—				—				—				1,286	(6)(7)			14,995
Gian M. Fulgoni			—				—				555,000				832,500				—				—
			2/18/2009				—				—				—				9,097	(3)			72,503
			2/18/2009				—				—				—				5,240	(4)			41,763
			2/18/2009				—				—				—				48,030	(5)(6)			382,799
			5/1/2009				—				—				—				2,412	(6)(7)			28,124
Gregory T. Dale			—				—				203,944				382,395				—				—
			2/18/2009				—				—				—				2,997	(3)			23,886
			2/18/2009				—				—				—				1,559	(4)			12,425
			2/18/2009				—				—				—				13,016	(5)(6)			103,738
			5/1/2009				—				—				—				1,773	(6)(7)			20,673
			11/15/2009				—				—				—				30,000	(9)			482,400
Christiana L. Lin			—				—				185,000				346,875				—				—
			2/18/2009				—				—				—				2,653	(3)			21,144
			2/18/2009				—				—				—				1,380	(4)			10,999
			2/18/2009				—				—				—				12,887	(5)(6)			102,709
			5/1/2009				—				—				—				1,608	(6)(7)			18,749
			8/15/2009				—				—				—				15,000	(10)			210,150
John M. Green			—				—				166,500				—				—				—
			2/18/2009				—				—				—				4,658	(3)			37,124
			2/18/2009				—				—				—				2,683	(4)			21,384
			2/18/2009				—				—				—				26,234	(5)(6)			209,085
			5/18/2009				—				—				—				1,645	(6)(7)			17,996
			5/18/2009				—				—				—				10,000	(6)(11)			109,400

Outstanding Equity Awards at December 31, 2009

     The following table shows outstanding equity awards held by the named executive officers as of December 31, 2009.

																		Stock Awards
																						Market Value of
																		Number of Shares of				Shares of Stock
		Number of Securities Underlying																Stock That Have Not				That Have Not
		Unexercised Options (#)								Option Exercise				Option Expiration				Vested				Vested
Name		Exercisable				Unexercisable				Price($)				Date				(#)				($)(1)
Magid M. Abraham, Ph.D.			241,099				—			$	0.25				12/15/2013				50,000	(2)		$	877,500
																			28,196	(3)			494,840
																			72,137	(4)			1,266,004
																			5,902	(5)			103,580
																			2,734	(6)			47,981
Kenneth J. Tarpey			—				—				—				—				85,000	(7)			1,491,750
																			1,286	(8)			22,569
Gian M. Fulgoni			223,345				—				0.25				12/15/2013				37,500	(9)			658,125
																			18,659	(10)			327,465
																			48,030	(11)			842,926
																			5,240	(12)			91,962
																			2,412	(13)			42,331
Gregory T. Dale			67,925				—				0.25				4/27/2014	2			9,000	(14)			157,950
			14,400				—				2.45				12/27/2015				6,635	(15)			116,444
			9,000				—				4.50								13,016	(16)			228,431
																			1,559	(17)			27,360
																			1,773	(18)			31,116
																			30,000	(19)			526,500
Christiana L. Lin			2,869				—				0.25				4/27/2014	12			9,500	(20)			166,725
			10,000				—				4.50								6,635	(21)			116,444
																			12,887	(22)			226,167
																			1,380	(23)			24,219
																			1,608	(24)			28,220
																			11,250	(25)			197,438
John M. Green			51,874	(26)			—				7.50				5/9/2016				11,083				194,507
																			10,000				175,500
																			1,645				28,870

Option Exercises and Stock Vested Table

          The following table shows the stock options exercised and value realized upon exercise, as well as all stock awards vested and value realized upon vesting by our named executive officers during the year ended December 31, 2009.

		Option Awards								Stock Awards
		Number of Shares								Number of Shares
		Acquired on				Value Realized on				Acquired on Vesting				Value Realized on
Name		Exercise (#)				Exercise ($)(1)				(#)				Vesting ($)
Magid M. Abraham, Ph.D.			150,000			$	1,158,000				25,000			$	299,000	(2)
											9,398				74,902	(3)
											1,996				15,908	(3)
											10,247				81,669	(3)
Kenneth J. Tarpey			—				—				—				—
Gian M. Fulgoni			—				—				18,750				224,250	(2)
											6,219				49,565	(3)
											1,850				14,745	(3)
											9,097				72,503	(3)
Gregory T. Dale			—				—				4,500				53,820	(2)
											2,211				17,622	(3)
											1,230				9,803	(3)
											2,997				23,886	(3)
Christiana L. Lin			—				—				4,750				56,810	(2)
											2,211				17,622	(3)
											647				5,157	(3)
											2,653				21,144	(3)
											3,750				50,325	(4)
John M. Green			26,666			$	266,660				7,500				89,700	(2)
											6,687				53,295	(3)
											1,290				10,281	(3)
											4,658				37,124	(3)

      

DIRECTOR COMPENSATION

Director Compensation Policies

          Retainers and Meeting Fees: During 2009, our non-employee directors were eligible to receive an annual cash retainer of $25,000 for service on our board of directors, and the chairs of certain of the standing committees of our board of directors were eligible to receive annual cash retainers as follows: $10,000 per year for the chair of our audit committee and $7,500 per year for the chair of our compensation committee. In the case of new non-employee directors, these fees are prorated based on when the non-employee director joined our board of directors during the year. Employee directors are not compensated for board of director or committee service in addition to their regular employee compensation.

          Other Equity-Based Compensation: Outside directors are also eligible to receive stock awards and option grants under our 2007 Equity Incentive Plan. Since our initial public offering in 2007, our non-employee directors have been and are entitled to an annual grant of restricted stock having a value of $50,000 at the time of grant. The total amount of each annual grant of restricted stock shall remain unvested until the earlier of (i) the date of the respective director’s next anniversary upon joining our board of directors, (ii) the date of the first annual stockholders’ meeting following the date of grant or (iii) a change of control. The board of directors has discretion to accelerate or modify such vesting schedule due to special circumstances.

          Expenses: We reimburse our non-employee directors for all reasonable out-of-pocket expenses incurred in the performance of their duties as directors. Such expense reimbursements are not included in the table below under the subheading “2009 Director Compensation.”

2009 Director Compensation

          The following table sets forth certain information concerning cash and non-cash compensation earned by the non-employee members of our board of directors in 2009. None of the non-employee members of our board of directors received option awards or other compensation in 2009.

						Stock Awards
Name		Fees Earned or Paid in Cash				($)(1)				Total ($)
Jeffrey Ganek		$	25,000			$	49,996	(2)		$	74,996
Bruce Golden			25,000				49,996	(2)			74,996
William J. Henderson			32,500				49,996	(2)			82,496
William Katz			25,000				49,996	(2)			74,996
Ronald J. Korn			35,000				49,996	(2)			84,996
Jarl Mohn			25,000				49,996	(2)			74,996

Grant Date Fair

Name

Award Type

Grant Date

Number of Shares

Value

Jeffrey Ganek

Restricted Stock

July 29, 2009

3,448

$

49,996

Bruce Golden

Restricted Stock

July 29, 2009

3,448

49,996

William J. Henderson

Restricted Stock

July 29, 2009

3,448

49,996

William Katz

Restricted Stock

July 29, 2009

3,448

49,996

Ronald J. Korn

Restricted Stock

July 29, 2009

3,448

49,996

Jarl Mohn

Restricted Stock

July 29, 2009

3,448

49,996

NARRATIVE DISCLOSURE OF OUR COMPENSATION POLICIES AND PRACTICES AS THEY RELATE TO OUR RISK MANAGEMENT

          We believe that risks arising from our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on us.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

          William J. Henderson, William Katz and Jarl Mohn served as our compensation committee during 2009. None of the members of our compensation committee in 2009 was a present or former officer or employee of our company. In addition, during 2009, none of our officers had an “interlock” relationship, as that term is defined by the SEC.

ITEM 12.		SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

          The following table sets forth certain information with respect to beneficial ownership of our common stock, as of March 31, 2010, by:

	•		each beneficial owner of 5% or more of the outstanding shares of our common stock;
	•		each of our directors;
	•		each of our named executive officers; and
	•		all of our executive officers and directors as a group.

          Beneficial ownership is determined in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of the common stock that they beneficially own, subject to applicable community property laws. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options or warrants held by that person that are currently exercisable or exercisable within 60 days of March 31, 2010 are deemed outstanding, but are not deemed outstanding for purposes of computing the percentage ownership of any other person. Unless otherwise indicated, these shares do not include any stock or options awarded after March 31, 2010. A total of 30,988,326 shares of our common stock were outstanding as of March 31, 2010.

          Except as otherwise indicated, the address of each of the persons in this table is c/o comScore, Inc., 11950 Democracy Drive, Suite 600, Reston, Virginia 20190.

		Amount and Nature				Percentage of
		of Beneficial				Common Stock
Name and Address of Beneficial Owner		Ownership(1)				Outstanding
5% Stockholders:
Accel Partners(2)			5,902,859				19.0	%
Blackrock, Inc.(3)			3,272,832				10.6
Directors and Named Executive Officers:
Magid M. Abraham, Ph.D.(4)			1,602,026				5.1
Gian M. Fulgoni(5)			1,077,010				3.5
Kenneth J. Tarpey(6)			101,210				*
Gregory T. Dale(7)			83,430				*
Christiana L. Lin(8)			82,145				*
John M. Green			140,968				*
Jeffrey Ganek(9)			5,735				*
Bruce Golden(10)			23,866				*
William J. Henderson(11)			27,666				*
William Katz(9)			5,435				*
Ronald J. Korn(12)			18,666				*
Jarl Mohn(9)			5,435				*
All directors and executive officers as a group (eleven persons)(13)			3,032,624				9.6

EQUITY COMPENSATION PLANS

          The following table summarizes our equity compensation plans as of December 31, 2009:

Number of

Securities

Remaining Available

Number of

for Future Issuance

Securities to be

Under Equity

Issued Upon

Weighted- Average

Compensation Plans

Exercise of

Exercise Price of

(Excluding

Outstanding

Outstanding

Securities

Options, Warrants

Options, Warrants

Reflected in Column

and Rights

and Rights

(a))

Plan Category

(a)

(b)

(c)

Equity compensation plans approved by security holders

1,180,098

$

1.78

2,446,277

(1)

Equity compensation plans not approved by security holders

—

—

—

Total

1,180,098

$

1.78

2,446,277

ITEM 13.		CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE