Proxy Highlights
- Share
Letter from Our Board Chairperson
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:
We made outstanding progress on the Nielsen Total Audience Measurement framework, evidenced by growing adoption across all components. We significantly expanded the range of viewing captured by the C3/C7 currency metric for linear ad models through offerings such as Digital in TV Ratings and Out-of-Home measurement. Digital Ad Ratings (“DAR”) emerged as the industry standard for major publishers, particularly on mobile. DAR continued to grow internationally, with coverage in 32 countries as of year-end. On Digital Content Ratings, we enabled secondary crediting of distributed video content on Facebook, Hulu and YouTube. We also released a new syndicated measurement service for subscription video-on-demand.
We made significant progress on the development and initial rollout of our Connected System. We delivered on our commitment to have 25 clients engaged with the end-to-end Connected System by year-end 2017, and we intend to expand this engagement to approximately 100 clients in 2018. We had strong momentum with the Connected Partner Program, ending the year with 42 partners, up from 18 at the end of 2016.
We moved forward on Total Consumer Measurement. Our e-commerce solution is available in 17 markets. We continued to invest in our relationships with retailers. In November 2017, we were named the sole data provider for Walmart’s new supplier collaboration program, “Walmart One Version of Truth.”
Our Emerging Markets performed well, with double-digit growth in Latin America, India and Eastern Europe, along with high single-digit growth in South East Asia and Africa.
Lowered market expectations for our Developed Buy revenue in 2018 contributed to a decline in share price toward the end of the year versus the beginning of the year.
Compensation Highlights
Structure 2017
incentive
(three-year performance period)
| 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% |
Structure 20171
incentive
(three-year performance period)
| 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% |
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).
Board Highlights
Following the election and re-election of the Board nominees at our Annual Meeting, the Board will have the following characteristics:
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
Experience - Business and Operating
Experience - Consumer
Goods
Experience - 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
Experience - Financial and M&A
Experience - Public Company Board
and Governance
Experience
Governance Highlights
- 8 out of 9 of our director nominees are independent
- All Board committees are fully independent
- Independent Chairperson
- 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
- 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
- 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
- Ongoing Board succession planning
- Average tenure of director nominees is 5.1 years
- 5 new independent directors elected since 2013
- 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
- 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
