Proxy Highlights

Letter from Our Board Chairperson

“On behalf of the Nielsen Board, thank you for your confidence in Nielsen and for placing your trust in us to oversee your investment.”
James A. Attwood, Jr.

2017 Performance Highlights

We are dedicated to driving shareholder value by posting solid operating performance. The Company’s long-term business performance and progress against strategic initiatives form the context in which pay decisions are made. We have delivered resilient business performance with sustained growth over the last three years.

During 2017:

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Compensation Highlights

CEO Compensation
Structure 2017
Base salary
Annual cash
(three-year performance period)
53% Subject to quantitative performance
73% Delivered as equity
Pie chart of Nielsen's CEO compensation structure
Elements of Total Direct Compensation
Proportion of pay subject to specific quantitative performance criteria 53%
Proportion of pay at risk 90%
Proportion of pay delivered in the form of equity 73%
Other NEOs Compensation
Structure 20171
Base salary
Annual cash
(three-year performance period)
49% Subject to quantitative performance
59% Delivered as equity
Pie chart of Nielsen's CEO compensation structure
Elements of Total Direct Compensation
Proportion of pay subject to specific quantitative performance criteria 49%
Proportion of pay at risk 79%
Proportion of pay delivered in the form of equity 59%
  1. Excludes the $325,000 cash payment made to Mr. Jackson in February 2017 pursuant to the terms of his offer letter dated February 20, 2014 to compensate him for the loss of his unvested Supplemental Executive Retirement Plan (“SERP”) benefit from his previous employer (see footnote 1 to the Summary Compensation Table).

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Board Highlights

Following the election and re-election of the Board nominees at our Annual Meeting, the Board will have the following characteristics:

2 of 9 female
3 of 9 ethnically diverse
2 of 9 resident outside the U.S.
Director Independence
8 of 9 director nominees are independent
Director Age
Director Tenure
(in years)
0–2 years
3–5 years
6–10 years
12 years
mean: 5.1

Board Expertise and Skills

Our directors are keenly focused on building a board that supports Nielsen’s strategic goals and evolving business priorities. In that regard, in addition to the areas of experience set forth below, the qualities that are of paramount importance for our director nominees include: a proven record of success and business judgment, innovative and strategic thinking, a commitment to corporate responsibility, appreciation of multiple cultures and perspectives, and adequate time to devote to their responsibilities.

  • CEO/Executive
  • Business and Operating
  • Consumer

  • Innovation, Technology
    and Digital Experience
  • Global and Emerging
    Markets Experience
  • Media Experience
  • Audit and
    Risk Oversight
    Experience and
    Financial Literacy
  • Research,
    Analytics and
    Data Science
  • Financial and M&A
  • Public Company Board
    and Governance

Governance Highlights

Director Independence
  • 8 out of 9 of our director nominees are independent
  • All Board committees are fully independent
Board Leadership
  • Independent Chairperson
Board Oversight
  • Ongoing focus on strategic matters, including through standalone strategy sessions
  • Robust oversight of risk management
  • Active engagement in talent management, leadership development and CEO succession planning
  • Regular executive sessions without management present
Share Ownership
  • Five times their annual cash fees (with a transition period for new directors)
  • Directors may not hedge their common stock
  • No director has shares of common stock subject to a pledge
  • All equity currently granted as director compensation must be held for the director’s entire tenure on the Board
Board Accountability
  • All directors are elected annually
  • Shareholders have the right to call special meetings, remove and appoint directors
  • Simple majority vote standard for uncontested director elections
  • No supermajority vote requirements in our articles of association
Board Refreshment
  • Ongoing Board succession planning
  • Average tenure of director nominees is 5.1 years
  • 5 new independent directors elected since 2013
Director Engagement
  • All directors attended 100% of Board meetings and at least 90% of committee meetings in 2017
  • Governance guidelines restrict the number of other board memberships
  • In connection with the nomination process, directors’ other responsibilities/obligations considered
Director Access
  • Independent Chairperson actively involved in shareholder engagement
  • Directors may contact any employee directly and receive access to any aspect of the business or activities undertaken or proposed by management
  • Board and its committees may engage independent advisors in their sole discretion
  • Shareholders may contact any of the committee chairpersons and the independent directors as a group

Nominees for Board of Directors

Photo of James A. Attwood, Jr
James A. Attwood, Jr.
Managing Director, The Carlyle Group
Age: 59 | Director since: 2006
Board Chairperson
Committees: Nomination and Corporate Governance
Photo of Mitch Barns
Mitch Barns
Chief Executive Officer, Nielsen Holdings plc
Age: 54 | Director since: 2014
Committees: None
Photo of Guerrino De Luca
Guerrino De Luca
Chairman of the Board and Former Chief Executive Officer of Logitech International S.A.
Age: 65 | Director since: 2017
Committees: Compensation
Photo of Karen M Hoguet
Karen M. Hoguet
Chief Financial Officer of Macy’s, Inc.
Age: 61 | Director since: 2010
Committees: Audit (Chairperson)
Photo of Harish Manwani
Harish Manwani
Global Executive Advisor of Blackstone Private Equity Group
Age: 64 | Director since: 2015
Committees: Compensation (Chairperson)
Photo of Robert C. Pozen
Robert C. Pozen
Senior Lecturer at MIT
Age: 71 | Director since: 2010
Committees: Compensation; Nomination and Corporate Governance (Chairperson)
Photo of David Rawlinson
David Rawlinson
President of Online Business of W.W. Grainger, Inc.
Age: 42 | Director since: 2017
Committees: Audit
Photo of Javier G. Teruel
Javier G. Teruel
Partner of Spectron Desarrollo, SC
Age: 67 | Director since: 2010
Committees: Audit
Photo of Lauren Zalaznick
Lauren Zalaznick
Former Executive Vice President of NBCUniversal Media, LLC
Age: 55 | Director since: 2016
Committees: Compensation; Nomination and Corporate Governance