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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

 

 

Filed by the Registrant  

Filed by a Party other than the Registrant  

Check the appropriate box:

 

Preliminary Proxy Statement

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

Definitive Proxy Statement

 

Definitive Additional Materials

 

Soliciting Material Pursuant to §240.14a-12

Nielsen Holdings plc

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

 

No fee required

 

Fee paid previously with preliminary materials

 

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

 

 

 


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Nielsen Core Values

 

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Inclusion

Be open, begin with trust, respect everyone and appreciate every contribution

 

  Be open to new ideas and diverse perspective

 

  Begin with trust, prove accountability and resolve challenges with respect, care and candor

 

  Respect and advocate for everyone and help them reach their full potential

 

  Demonstrate appreciation for every contribution from the team

   
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Courage

Show grit, be bold and drive to decisions with feedback that helps us grow

 

  Show grit and persevere with passion, overcoming barriers and obstacles along the way

 

  Be bold, share your ideas and learn by trying and failing fast as we innovate together

 

  Drive to data-driven decisions, bring others on board and commit to action

 

  Give and seek meaningful feedback that helps us grow

   
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Growth

Go big, act with purpose, be curious and develop yourself and others

 

  Go big by prioritizing high potential opportunities and better outcomes for our customers, company and colleagues

 

  Act with speed and purpose to move forward, discover, innovate and improve

 

  Be curious, reframe challenges and commit to always growing

 

  Develop yourself and others being a role model for quality

 

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LOGO

(incorporated and registered in England and Wales with registered no. 09422989)

Registered Office:

5th Floor Endeavour House

189 Shaftesbury Avenue

London

WC2H 8JR

United Kingdom

April 5, 2022

Dear Shareholders,

On behalf of the Board of Directors (the “Board”), I cordially invite you to attend the Annual General Meeting of Shareholders (the “Annual Meeting”) of Nielsen Holdings plc (the “Company,” “Nielsen,” “we” or “us”) to be held at 9:00 a.m. (Eastern Time) on Tuesday, May 17, 2022. You may attend online at www.virtualshareholdermeeting.com/NLSN2022 or, to attend in person, please come to 675 Avenue of the Americas, New York, NY 10010.

The year 2021 was extremely productive for Nielsen, and I am proud of all that we accomplished. In March 2021, we closed on the sale of our Global Connect business (“Global Connect”), enabling our singular focus as a global leader in audience measurement, data and analytics.

The media industry is undergoing rapid change, led by the audience shift to streaming. Over the past several years, Nielsen has also been undergoing a significant transformation to keep pace with clients’ evolving needs and shifting to a growth-driven mindset. Our strategy today is digital-first and global-first and aligns with where growth in the industry is coming from.

We are the currency of choice for linear television and audio in the U.S. media market, and we are shaping the future of cross-media measurement with Nielsen ONE. The industry wants a single metric that brings together linear, digital and streaming, and it wants measurement that is independent, trusted, representative and complete. We believe we are delivering this with Nielsen ONE. In 2021, we delivered on every significant product milestone, and, in early 2022, we accelerated our roadmap to deliver the first iteration of Nielsen ONE. We currently remain on track for a full launch of Nielsen ONE at the end of 2022, and we are working in close collaboration with clients and industry organizations as we lead the industry into the next generation of audience measurement.

The year 2021 did not come without challenges. Our accreditation from the Media Rating Council (“MRC”) for our National and Local television ratings services was suspended partially related to challenges of the COVID-19 pandemic. We faced public criticism by some of our largest traditional television clients, though we continue to grow our business with these clients and broaden our relationships with them. Nielsen has always stood for gold standard quality, and we were disappointed by the loss of accreditation. We have since taken significant steps to improve quality controls to meet MRC accreditation standards and drive sustained quality improvements to ensure that we remain the best measure of how all people consume all media for many years to come.

Our mission is to power a better media future for all people and that means embracing, leveraging and incorporating diversity, equity and inclusion (“DE&I”) into all that we do. In 2021, we continued to advance our DE&I strategy, making strong progress across four pillars that underpin our strategy: People, Product and Thought Leadership, Business Diversity, and Community Advocacy.

 

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In accordance with the UK Companies Act 2006, the formal notice of the Annual Meeting is set out on the pages following the “Summary of Proxy Statement Information” and, for the purposes of the UK Companies Act 2006, the full text of each of the resolutions to be proposed at the Annual Meeting is set out in Annex G of this proxy statement. Our proxy materials are first being distributed or made available to shareholders on or about April 5, 2022.

We are proud of the progress we have made, but there is more to do. On March 28, 2022, we entered into a definitive agreement to be acquired by a consortium of private investment funds (the “Consortium”) led by Evergreen Coast Capital Corporation (“Evergreen”), an affiliate of Elliott Investment Management L.P. (“Elliott”), and Brookfield Business Partners L.P. together with institutional partners (collectively, “Brookfield”) for $28.00 per share in an all-cash transaction. We believe this proposed transaction creates value for our shareholders while supporting Nielsen’s commitment to our clients, employees and stakeholders. The Annual Meeting does not relate to the proposed transaction. We will hold a separate special meeting of Nielsen shareholders to approve resolutions relating to the proposed transaction.

I thank you for your continued support of Nielsen.

Sincerely,

 

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David Kenny

Chief Executive Officer

 

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LETTER FROM OUR CHAIRPERSON TO OUR SHAREHOLDERS

Dear Shareholders,

On behalf of the Board, I am pleased to invite you to our Company’s 2022 Annual Meeting. We are grateful for your continued confidence in Nielsen; it is our privilege to serve and represent your interests on the Board.

In 2021, we successfully completed the sale of Global Connect, hit significant product milestones and met or exceeded all key guidance metrics despite facing some unanticipated challenges. We have a strong position within the media ecosystem and have refined our strategy to align with audiences’ shift to streaming. It’s my pleasure to summarize highlights from the Board’s activities over the last year.

Oversight of Sale of Global Connect and Reduction of Debt

We closed on the sale of Global Connect to affiliates of Advent International Corporation in March 2021. The Board, with the help of its Finance Committee, oversaw the sale of Global Connect as well as the use of proceeds to significantly reduce debt, providing greater financial flexibility to execute the Company’s growth strategy and expand its role in the global media marketplace.

Board Oversight of Strategy and Pending Sale to Consortium of Private Investment Funds

As Nielsen progresses toward becoming a digital-first company, the Board has worked with management to refine the Company’s strategy to align with where growth in the media industry is coming from. The Board formally reviewed the Company’s strategy in depth at its October meeting and also regularly discussed the Company’s strategy – including notable business initiatives, capital allocation priorities and potential business development opportunities – with management throughout the year. The Board is intently focused on ensuring that all of our key decisions are made with the goal of maximizing value for shareholders.

To that end, on March 28, 2022, with the unanimous support of the Board, Nielsen entered into a definitive agreement to be acquired by the Consortium led by Evergreen, an affiliate of Elliott, and Brookfield for $28.00 per share in an all-cash transaction valued at approximately $16 billion, including the assumption of debt.

Following a comprehensive review of the proposal, with the assistance of independent financial and legal advisors, the Board believes that the proposed transaction represents an attractive outcome for our shareholders by providing a cash takeout at a substantial premium, while supporting Nielsen’s commitment to our clients, employees and stakeholders.

The proposed transaction is subject to required regulatory approvals and Nielsen shareholder approval as well as other customary closing conditions. We will ask you to vote at another time on resolutions relating to the proposed transaction at a special meeting of the Nielsen shareholders. Additionally, the proposed transaction will be subject to court approval pursuant to a UK court-sanctioned scheme of arrangement. If the closing conditions are met, the proposed transaction is expected to close in the second half of 2022.

Board Composition

Our Board continually evaluates its composition and collective expertise based on Nielsen’s evolving needs as a public company and its strategy and priorities. Since 2019, we have added four new directors who contribute significant expertise in the media industry and one new director who contributes significant financial and global expertise to the Board.

Our Board is also diverse, with five of our nine independent directors being female and two of our nine independent directors being racially/ethnically diverse. We believe our 2022 director nominees bring the right mix of specific experience, qualifications and skills to ensure the Board, as a whole, has the necessary tools to perform its function effectively.

 

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Environmental, Social and Governance (“ESG”)

In the last year, the Board has continued to emphasize Nielsen’s ESG program. The Board amended certain committee charters to include more focused Board oversight of ESG programs and also met with an outside consultant who provided continuing education to the Board and senior management on diversity, equity and inclusion in December 2021.

At the operational level, the Company is targeting increased diversity throughout the organization, undertaking longer term ESG goal setting and risk assessments, and providing more comprehensive ESG disclosures to shareholders.

Shareholder Engagement

On behalf of the full Board, I want to thank you, our shareholders, for speaking with us over the last year to share your thoughts on what Nielsen is doing well and where we can continue to improve. We remain committed to this transparency and to demonstrating our accountability. In early 2022, I was pleased to speak directly with several investors and appreciated the dialogue and feedback on topics that are most important to our shareholders.

I look forward to continuing this dialogue with you going forward.

On behalf of the Board of Directors, thank you for your continued support of Nielsen. 

James A. Attwood, Jr.

Chairperson, Board of Directors

 

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  Summary of Proxy Statement Information   

 

This summary highlights certain information contained elsewhere in this proxy statement. You should read the complete proxy statement and annexes before voting.

2021 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. In 2021, we executed well and delivered strong results, despite some unanticipated challenges.

During 2021:

   

We completed the previously announced sale of Global Connect to affiliates of Advent International Corporation in March, enabling a singular focus on media with a mission to power a better media future for all people.

 

   

We significantly strengthened our balance sheet. We paid down $2.7 billion dollars of debt, ending the year at 3.52x net debt leverage.1 Our de-levering was facilitated by the Global Connect sale proceeds and operating cash flows.

 

   

We delivered strong financial results and met or exceeded our 2021 guidance across all key metrics.

 

   

We made measurable progress toward becoming a digital-first company, and our strategy is aligned with growth in the industry. We drove growth across our three essential solutions and delivered accelerated growth internationally.

 

   

We delivered on significant product milestones for Nielsen ONE, our cross-media solution, and accelerated our roadmap with the launch of Nielsen ONE Alpha, the first iteration of Nielsen ONE ads, in early 2022.

 

   

We remained committed to building a globally inclusive and impactful culture at Nielsen, which includes incorporating DE&I into all that we do.

Further information about our 2021 performance can be found on pages 34-35. For a reconciliation of our non-GAAP financial measures to their most comparable GAAP financial measures, please see Annex C “Information Regarding Non-GAAP Financial Measures.”

COMPENSATION HIGHLIGHTS

 

   

Our executive compensation program is designed to incentivize and reward our leadership team for delivering sustained financial performance and long-term shareholder value.

 

   

A significant portion of named executive officer (“NEO”) compensation is at risk, dependent on the achievement of challenging annual and long-term performance goals and/or the performance of our share price.

 

   

Nielsen’s executive compensation philosophy includes a stated emphasis on variable, at-risk compensation. Nielsen’s performance in 2021 was reflected in the following pay outcomes:

 

  ¡   

The Compensation and Talent Committee evaluated performance under the 2021 Annual Incentive Plan (“AIP”). The Compensation and Talent Committee determined that the Company’s adjusted EBITDA margin % and free cash flow performance exceeded targets while the organic revenue growth performance was missed by 1/10th of a percent resulting in a total pool funding of 122.9%. Further information on how AIP payouts were determined can be found on pages 41-43.

 

1 

Please see Annex C for additional information and reconciliations to the most directly comparable GAAP financial measures, as applicable.

 

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  ¡   

The Compensation and Talent Committee approved ending performance for the 2019-2021 Long Term Performance Plan (“LTPP”) cycle at the end of 2020 due to the sale of Global Connect. Performance for this plan was evaluated at 37.5%. The performance restricted stock units (“PRSUs”) vested at the end of 2021 as per the original vesting schedule.

 

  ¡   

The 2020 – 2022 LTPP plan was set with 1-year performance targets due to the pending sale of Global Connect. Performance for this plan was evaluated at 25%. The PRSUs will vest at the end of 2022 for the 2020 plan as per the original three year vesting schedule.

 

  ¡   

The 2021-2023 LTPP plan was returned to a normal 3-year performance cycle. Relative total shareholder return (“RTSR”) modifier, which was removed from 2020-2022 LTPP due to 1-year performance targets, was reinstated for the 2021-2023 plan.

 

  ¡   

In March 2021, the Compensation and Talent Committee approved a one-time award of Performance Stock Options (“PSOs”) with a grant date fair value of $1.5 million to Messrs. Kenny, Rao and Callard and Mses. Zukauckas and Lovett. The Committee granted this one-time award, entirely in the form of performance based stock options, to motivate the executive team to execute against the new media growth agenda, align leveraged compensation to significant improvements in the value of the Company and align compensation of its executive officers with the interests of its shareholders. In addition, the Compensation and Talent Committee determined the awards were important for retention of the new executive team during this pivotal period as a standalone media company.

 

   

The Compensation and Talent Committee considers the performance vesting requirements of the March 2021 PSOs to be very rigorous. The recipients will only realize value if significant shareholder value is created and if they remain employed as of March 11, 2025. As of December 31, 2021, when the closing price of our stock was $20.51, stock appreciation of 71.5%, and market cap value (assuming constant share count) increase of $5.26 billion was required for the performance vesting requirement to be satisfied.

 

   

Further information on the March 2021 PSOs can be found on page 49.

 

   

2022 incentive plans remain unchanged from 2021 plans.

Further information about our compensation can be found on pages 33-66.

SHAREHOLDER ENGAGEMENT AND FEEDBACK

We actively seek feedback from our shareholders and other stakeholders throughout the year. From March 2021 to March 2022, we met with shareholders representing approximately 58% of our outstanding shares to discuss a broad range of topics. To establish a direct line of communication between shareholders and our Board, our Chairperson, Mr. James A. Attwood, Jr., actively participated in certain of these meetings to discuss executive compensation, corporate governance and related matters; in aggregate, he met with shareholders representing approximately 21% of our outstanding shares.

 

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BOARD HIGHLIGHTS

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

 

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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. Since 2019, we have added five new directors, comprised of four directors with significant media expertise and one director who contributes significant financial and global expertise.

 

Media     Technology & Digital     Global Experience     Consumer Insights    

 

CEO/C-Suite Experience
(Active or Retired)

 

    Outside Public
Company Board
Experience
                   
Financial Leadership    

Accounting/

Auditing/

Risk

Management

   

Corporate

Governance

   

Marketing/

Sales

   

Legal/

Regulatory

   

 

Strategy
Planning/
Business
Development/
M&A

 

    Sustainability/
ESG

 

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GOVERNANCE HIGHLIGHTS

 

   

Director Independence

 

  9 out of 10 of our director nominees are independent

 

  All Board committees are fully independent

 

   

Board Accountability

 

  All directors are elected annually

 

  Annual board and committee self-assessments (conducted by an outside, independent advisor in 2021)

 

  Shareholders representing at least 5% of our share capital have the right to require the directors to call a special meeting at which the shareholders may propose to vote on the removal and/or appointment of directors

 

  Simple majority vote standard for uncontested director elections

            
   

Board Leadership

 

  Independent Chairperson

 

  Lead Independent Director to be elected if Chairperson is also the CEO or is a director who does not otherwise qualify as “independent”

 

   

Board Refreshment

 

  Ongoing Board succession planning

 

  Mean tenure of director nominees is 5.3 years

 

  5 new independent directors elected since 2019

            
   

Board Oversight

 

  Ongoing focus on strategic matters

 

  Active leadership of the Company’s sale of Global Connect and use of proceeds to significantly reduce debt

 

  Robust oversight of risk management

 

  Active engagement in human capital management and CEO succession planning

 

  Regular executive sessions without management present

   

Director Engagement

 

  Board held 8 meetings in 2021 with all directors attending at least 75% of Board meetings

 

  Committees held 28 meetings in 2021 with all directors attending 100% of applicable meetings

 

  Governance guidelines restrict the number of other board memberships

 

  In connection with the nomination process, directors’ other responsibilities/obligations are considered

 

            
   

Director Share Ownership

 

  Five times their annual cash fees (with a transition period for new directors)

 

  Directors may not hedge or pledge their common stock

 

  All equity currently granted as director compensation must be held for the director’s entire tenure on the Board

 

   

Director Access

 

  Independent Board Chairperson actively engages with shareholders and solicits different shareholder viewpoints

 

  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

 

 

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NOMINEES FOR BOARD OF DIRECTORS

The following information is provided as of March 1, 2022.

 

James A. Attwood, Jr.

 

   

Thomas H. Castro

   

Guerrino De Luca

     

Karen M. Hoguet

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Age:

63

 

Director since:

2006

 

       LOGO  

 

Age:

67

 

Director since:

2020

 

       LOGO  

 

Age:

69

 

Director since:

2017

 

         LOGO    

 

Age:

65

 

Director since:

2010

 


Senior Advisor, The Carlyle Group

 

Independent Board Chairperson

   


President and Chief Executive Officer of El Dorado Capital

   


Former Chairman of the Board and Chief Executive Officer of Logitech International S.A.

     

 


Former Chief Financial Officer
of Macy’s, Inc.

 

Committees:


Finance (Chairperson)

Nomination and Corporate Governance

 

   

Committees:


Audit

Nomination and Corporate Governance

   

Committees:


Audit

Compensation and Talent

     

Committees:


Audit (Chairperson)

Finance

David Kenny

 

   

Janice Marinelli Mazza

   

Jonathan F. Miller

     

Stephanie Plaines

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Age:

60

 

Director since:

2018

 

       LOGO  

Age:

63

 

Director since:

2020

 

 

       LOGO  

Age:

65

 

Director since:

2020

 

 

         LOGO    

 

Age:

54

 

Director since:

2021

 


Chief Executive Officer, Nielsen Holdings plc

   


Former President of Global Content Sales and Distribution, Direct-to- Consumer and International of The Walt Disney Company

   


Chief Executive Officer, Integrated Media Co.

     

 


Former Chief Financial Officer
of Jones Lang LaSalle
Incorporated (“JLL”)

 

Committees:


None

   

Committees:


Compensation and Talent

Nomination and Corporate Governance

 

   

Committees:


Finance

     

Committees:


Audit

Nancy Tellem

 

   

Lauren Zalaznick

       
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Age:

69

 

Director since:

2019

 

       LOGO  

 

Age:

59

 

Director since:

2016

 

           


Executive Chairperson of JBF Interlude 2009 Ltd. (“Eko”)

   


Senior Advisor, Boston Consulting Group, Global TMT Practice

         

Committees:


Compensation and Talent (Chairperson)

Finance

   

Committees:


Nomination and Corporate Governance (Chairperson)

Compensation and Talent

         

 

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  Notice of annual general meeting of shareholders  

 

NIELSEN HOLDINGS PLC

NOTICE OF THE 2022 ANNUAL MEETING

WHEN: May 17, 2022 at 9:00 a.m. (Eastern Time)

WHERE: Online via live webcast at www.virtualshareholdermeeting.com/NLSN2022 or in person at 675 Avenue of the Americas, New York, NY 10010.

Check-in in person will begin at 8:30 a.m. (Eastern Time) and check-in online will begin at 8:45 a.m. (Eastern Time), and you should allow ample time for check-in procedures. Whether you attend the meeting online or in person, you will be able to ask questions and vote during the meeting.

Any changes to the Annual Meeting arrangements will be published on our website. You are therefore encouraged to monitor the website for any announcements or updates.

RECORD DATE: March 21, 2022

ITEMS OF BUSINESS:

At the Annual Meeting, you will be asked to consider and vote on the resolutions set forth under Proposals 1 to 10 in the “Proposals to be Voted Upon” section below as well as such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. Explanations of the proposed resolutions together with the relevant information for each resolution are given on pages 1 to 73 and Annexes A, B, C, D, E and F of this proxy statement. For the purposes of English law, the full text of each resolution is set out in Annex G to this proxy statement.

The Company’s UK annual report and accounts for the year ended December 31, 2021, which consist of the UK statutory accounts, the UK statutory directors’ report, the UK statutory directors’ compensation report, the UK statutory strategic report and the UK statutory auditor’s report (the “UK Annual Report and Accounts”), has been made available to shareholders. There will be an opportunity at the Annual Meeting for shareholders to ask questions or make comments on the UK Annual Report and Accounts and the other proxy materials.

You will not be asked to consider and vote on any resolutions related to the Proposed Transaction (as defined in the “Recent Developments” section below). A separate proxy statement will be delivered and resolutions related to the Proposed Transaction will be considered at a separate special meeting of the Company’s shareholders.

For additional information about our Annual Meeting, shareholders’ rights, proxy voting and access to proxy materials, see the “General Information and Frequently Asked Questions About the Annual Meeting” section on pages 82 to 87 of this proxy statement.

Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. You may vote your shares by proxy on the Internet, by telephone or by completing, signing and promptly returning the proxy card (if you received one) prior to the meeting or by attending the Annual Meeting and voting online or in person.

 

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PROPOSALS TO BE VOTED UPON1

The Board considers that all the proposals to be put to the Annual Meeting are in the best interest of the Company and its shareholders as a whole.

 

  Proposal

 

     

Board Recommendation    

 

  Proposal No. 1

 

  Election of Directors2   LOGO

 

  for each nominee        

 

  Proposal No. 2

 

  Ratification of Independent Registered Public Accounting Firm   LOGO

 

   

  Proposal No. 3

 

  Reappointment of UK Statutory Auditor   LOGO

 

   

  Proposal No. 4

 

  Authorization of the Audit Committee to Determine UK Statutory Auditor Compensation   LOGO

 

   

  Proposal No. 5

 

  Non-Binding, Advisory Vote on Executive Compensation   LOGO

 

   

  Proposal No. 6

 

  Non-Binding, Advisory Vote on Directors’ Compensation Report   LOGO

 

   

  Proposal No. 7

 

  Authorization of the Board of Directors to Allot Equity Securities   LOGO

 

   

  Proposal No. 8

 

  Authorization of the Board of Directors to Allot Equity Securities without Rights of Pre-emption   LOGO

 

   

  Proposal No. 9

 

  Authorization of the Board of Directors to Allot Equity Securities without Rights of Pre-emption in connection with an acquisition or specified capital investment   LOGO

 

   

  Proposal No. 10

 

  Approval of Forms of Share Repurchase Contracts and Share Repurchase Counterparties   LOGO

 

   

 

1    Resolutions Nos. 1 to 7 will be proposed as ordinary resolutions, which under applicable law means that each resolution must be passed by a simple majority of the total voting rights of shareholders who vote on such resolution, and resolutions Nos. 8 to 10 will be proposed as special resolutions, which under applicable law means that the affirmative vote of at least 75 percent of the votes cast at the Annual Meeting is required to approve each proposal.
2    A separate resolution will be proposed for each director.

 

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Notes:

1.

In accordance with the Company’s articles of association, all resolutions will be taken on a poll. Voting on a poll means that each share represented in person or by proxy will be counted in the vote. Resolutions Nos. 1 to 7 will be proposed as ordinary resolutions, which under applicable law means that each resolution must be passed by a simple majority of the total voting rights of shareholders who vote on such resolution, whether in person or by proxy. Resolutions Nos. 8, 9 and 10 will be proposed as special resolutions, which under applicable law means that the affirmative vote of at least 75 percent of the votes cast at the Annual Meeting is required to approve each proposal. Explanatory notes regarding each of the proposals (and related resolutions) are set out in the relevant sections of the accompanying proxy materials relating to such proposals.

 

2.

The results of the polls taken on the resolutions at the Annual Meeting and any other information required by the UK Companies Act 2006 will be made available on the Company’s website as soon as reasonably practicable following the Annual Meeting and for a period of two years thereafter.

 

3.

To be entitled to attend and vote at the Annual Meeting and any adjournment or postponement thereof, shareholders must be registered in the Register of Members of the Company at the close of business in New York on March 21, 2022 (the “Record Date”). Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting. If you hold shares through a broker, bank or other nominee, you can attend the Annual Meeting and vote by following the instructions you receive from your bank, broker or other nominee.

 

4.

Shareholders are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the Annual Meeting. A shareholder may appoint more than one proxy in relation to the Annual Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A corporate shareholder may appoint one or more corporate representatives to attend and to speak and vote on its behalf at the Annual Meeting. A proxy need not be a shareholder of the Company.

 

5.

If you are a shareholder of record or hold shares through a broker, bank or other nominee and are voting by proxy through the Internet or by telephone, your vote must be received by 11:59 p.m. (Eastern Time) on May 16, 2022 to be counted. If you are a shareholder of record or hold shares through a broker, bank or other nominee and are voting by mail, your vote must be received by 9:00 a.m. (Eastern Time) on May 13, 2022 to be counted. A shareholder who has returned a proxy instruction is not prevented from attending the Annual Meeting either online or in person and voting if he/she wishes to do so, but please note that only your vote last cast will count. If you hold shares through Nielsen’s 401(k) plan, the plan trustee, Fidelity Management Trust Company, will vote according to the instructions received from you provided that your instructions are received by 11:59 p.m. (Eastern Time) on May 12, 2022. Your instructions cannot be changed or revoked after that time, and the shares you hold through the 401(k) plan cannot be voted online at the Annual Meeting.

 

6.

Unless you hold shares through Nielsen’s 401(k) plan, you may revoke a previously delivered proxy at any time prior to the Annual Meeting. You may vote online if you attend the Annual Meeting online, or in person if you attend the physical meeting, thereby cancelling any previous proxy.

 

7.

Shareholders meeting the threshold requirements set out in the UK Companies Act 2006 have the right to require the Company to publish on the Company’s website a statement setting out any matter relating to: (i) the audit of the Company’s accounts (including the auditor’s report and the conduct of the audit) that are to be presented before the Annual Meeting; or (ii) any circumstance connected with the auditor of the Company ceasing to hold office since the previous annual general meeting at which annual accounts and reports were presented in accordance with the UK Companies Act 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with the UK Companies Act 2006. When the Company is required to place a statement on a website under the UK Companies Act 2006, it must forward the statement to the Company’s auditor not later than the time when it makes the statement available on its website. The business which may be dealt with at the Annual Meeting includes any statement that the Company has been required under the UK Companies Act 2006 to publish on a website.

 

8.

Pursuant to the Securities and Exchange Commission (“SEC”) rules, the Company’s proxy statement (including this Notice of Annual General Meeting of Shareholders), the Company’s annual report on Form 10-K for the year ended December 31, 2021, the Company’s UK Annual Report and Accounts and related information prepared in connection with the Annual Meeting are, or will be, available at: www.proxyvote.com and www.nielsen.com/investors. You will need the 16-digit control number included on your Notice or proxy card in order to access the proxy materials on www.proxyvote.com. These proxy materials will be available free of charge.

 

9.

You may not use any electronic address provided in this Notice of Annual General Meeting of Shareholders or any related documentation to communicate with the Company for any purposes other than as expressly stated.

 

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PROXY VOTING METHODS

Shareholders holding shares of Nielsen on the Record Date may vote their shares by proxy through the Internet, by telephone or by mail or by attending the Annual Meeting online or in person and voting during the meeting. For shares held through a bank, broker or other nominee, shareholders may vote by submitting voting instructions to the bank, broker or other nominee. To reduce our administrative and postage costs, we ask that shareholders vote through the Internet or by telephone, both of which are available 24 hours a day, seven days a week. Shareholders may revoke their proxies at the times and in the manners described in the “Notes” section of this Notice of Annual General Meeting of Shareholders and the “General Information and Frequently Asked Questions About the Annual Meeting” section on pages 82-87 of this proxy statement.

If you are voting by proxy through the Internet or by telephone, your vote must be received by 11:59 p.m. (Eastern Time) on May 16, 2022 to be counted. If you are voting by mail, your vote must be received by 9:00 a.m. (Eastern Time) on May 13, 2022 to be counted.

If you hold shares through Nielsen’s plan, the plan trustee, Fidelity Management Trust Company, will vote according to the instructions received from you provided that your instructions are received by 11:59 p.m. (Eastern Time) on May 12, 2022. Your instructions cannot be changed or revoked after that time, and the shares you hold through the 401(k) plan cannot be voted at the Annual Meeting.

TO VOTE BY PROXY:

 

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By Internet

 

 Go to the website www.proxyvote.com 24 hours a day, seven days a week (before the meeting) or www.virtualshareholder meeting.com/NLSN2022 (during the meeting) and follow the instructions.

 

 You will need the 16-digit control number included on your Notice or proxy card in order to vote online.

 

  

By Telephone

 

 From a touch-tone phone, dial 1-800-690-6903 and follow the recorded instructions, 24 hours a day, seven days a week.

 

 You will need the 16-digit control number included on your Notice or proxy card in order to vote by telephone.

  

By Mail

 

 Mark your selections on your proxy card (if you received one).

 

 Date and sign your name exactly as it appears on your proxy card.

 

 Mail the proxy card in the postage-paid envelope that is provided to you.

YOUR VOTE IS IMPORTANT. THANK YOU FOR VOTING.

 

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2022 ANNUAL MEETING

This proxy statement, our annual report on Form 10-K for the year ended December 31, 2021, our UK Annual Report and Accounts for the year ended December 31, 2021, which consists of the UK statutory accounts, the UK statutory directors’ report, the UK statutory directors’ compensation report, the UK statutory strategic report and the UK statutory auditor’s report and related information prepared in connection with the Annual Meeting are, or will be, available at www.proxyvote.com and www.nielsen.com/investors. You will need the 16-digit control number included on your Notice or proxy card in order to access the proxy materials on www.proxyvote.com. In addition, if you have not received a copy of our proxy materials and would like one, you may download an electronic copy of our proxy materials or request a paper copy at www.proxyvote.com, or by telephone at 1-800-579-1639 or by email to sendmaterial@proxyvote.com. If requesting materials by email, please send a blank email with the 16-digit control number included on your Notice. You will also have the opportunity to request paper or email copies of our proxy materials for all future shareholder meetings.

April 5, 2022

By Order of the Board of Directors,

 

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Jennifer Meschewski

Company Secretary

Registered Office: 5th Floor Endeavour House, 189 Shaftesbury Avenue, London, WC2H 8JR, United Kingdom

Registered in England and Wales No. 09422989

 

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RECENT DEVELOPMENTS

On 28 March 2022, the Company entered into a definitive agreement (the “Transaction Agreement”) to be acquired by Neptune Intermediate Jersey Limited and Neptune BidCo US Inc. (collectively, the “Purchasing Entities”) by way of a scheme of arrangement (the “Scheme”) between the Company and the Scheme Shareholders (as defined in the Scheme) under Part 26 of the Companies Act. The Purchasing Entities are controlled by a consortium of private investment funds led by Evergreen Coast Capital Corporation, an affiliate of Elliott Investment Management L.P., and Brookfield Business Partners L.P. The Transaction Agreement provides that at the effective time of the Transaction, all ordinary shares will be transferred from the Company’s shareholders to Neptune BidCo US Inc. in accordance with the provisions of the Scheme and the laws of England and Wales, and that Scheme Shareholders will receive the consideration of $28.00 in cash, without interest, per ordinary share (the “Proposed Transaction”).

The Board voted unanimously to approve and support the Proposed Transaction. The Proposed Transaction is subject to approval by Nielsen shareholders, regulatory approvals and other customary closing conditions. The Proposed Transaction will also be subject to UK court approval pursuant to the Scheme. If the closing conditions are met, the Proposed Transaction is expected to close in the second half of 2022.

 

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Table of Contents

       

Proposal No. 1 Election of Directors

    1  

Ongoing Board Succession Planning

    1  

Director Nomination Process

    2  

Nominees for Election to the Board of Directors

    4  

The Board of Directors and Certain Governance Matters

    10  

Director Independence and Independence Determinations

    10  

Leadership Structure

    11  

Board Committees and Meetings

    11  

Committee Membership and Responsibilities

    13  

Board and Committee Evaluations

    14  

Our Board’s Commitment to Shareholder Engagement

    15  

Communications with Directors

    16  

Nielsen’s ESG Approach

    17  

Director Education

    22  

Risk Oversight

    22  

CEO and Board Succession Planning

    24  

Executive Sessions

    24  

Committee Charters and Corporate Governance Guidelines

    24  

Code of Conduct and Procedures for Reporting Concerns about Misconduct

    24  

Executive Officers of the Company

    25  

Proposal No. 2 Ratification of Independent Registered Public Accounting Firm

    27  

Audit and Non-Audit Fees

    27  

Audit Committee Pre-Approval Policies and Procedures

    28  

Audit Committee Report

    28  

Proposal No. 3 Reappointment of UK Statutory Auditor

    30  

Proposal No. 4 Authorization of the Audit Committee to Determine UK Statutory Auditor Compensation

    31  

 

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Proposal No. 5 Non-Binding, Advisory Vote on Executive Compensation

    32  

Executive Compensation

    33  

Compensation Discussion and Analysis

    34  

Compensation and Talent Committee Report

    54  

Tables and Narrative Disclosure

    55  

Proposal No. 6 Non-Binding, Advisory Vote on Directors’ Compensation Report

    67  

Proposal No. 7 Authorization of the Board of Directors to Allot Equity Securities

    68  

Proposals No. 8 and 9 Authorization of the Board of Directors to Allot Equity Securities Without Rights of Pre-Emption

    70  

Proposal No. 10 Approval of Forms of Share Repurchase Contracts and Repurchase Counterparties

    72  

Equity Compensation Plan Information

    74  

Director Compensation

    75  

Director Compensation for the 2021 Fiscal Year

    75  

Share Ownership Guidelines

    76  

Ownership of Securities

    77  

Directors and Executive Officers

    77  

Stock Ownership of Certain Beneficial Owners

    78  

Certain Relationships and Related Party Transactions

    80  

Shareholder Proposals for the 2023 Annual General Meeting of Shareholders

    80  

Householding of Proxy Materials

    81  

Annual Reports and Proxy Materials

    81  

Form 10-K

    81  

Other Business

    81  

General Information and Frequently Asked Questions About the Annual Meeting

    82  

Company Information and Mailing Address

    87  

Annex A – Directors’ Compensation Report

    A-1  

Annex B – Directors’ Compensation Policy

    B-1  

Annex C – Information Regarding Non-GAAP Financial Measures

    C-1  

 

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Annex D – Rule 10B-18 Repurchase Contract

    D-1  

Annex E – Rule 10B5-1 Repurchase Plan

    E-1  

Annex F – Approved Counterparties

    F-1  

Annex G – Resolutions to be Proposed at the 2022 Annual Meeting

    G-1  

This Proxy Statement of Nielsen Holdings plc includes information that could constitute forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. These statements include those relating to Nielsen ONE, the Proposed Transaction and those that may be identified by words such as “will,” “intend,” “expect,” “anticipate,” “should,” “could” and similar expressions. These statements are subject to risks and uncertainties, and actual results and events could differ materially from what presently is expected, including regarding Nielsen ONE and the Proposed Transaction. Factors leading thereto may include, without limitation, the risks related to the Ukraine conflict or the COVID-19 pandemic on the global economy and financial markets, the uncertainties relating to the impact of the Ukraine conflict or the COVID-19 pandemic on Nielsen’s business, the failure of our new business strategy in accomplishing our objectives, economic or other conditions in the markets Nielsen is engaged in, behavior of customers, suppliers and competitors, technological developments, as well as legal and regulatory rules affecting Nielsen’s business, the timing, receipt and terms and conditions of any required governmental and regulatory approvals affecting the Proposed Transaction that could reduce the anticipated benefits or cause the parties to abandon the Proposed Transaction, the occurrence of any event, change or other circumstances that could give rise to the termination of the Transaction Agreement, the possibility that Nielsen shareholders may not approve the Proposed Transaction, the risk that the parties to the Transaction Agreement may not be able to satisfy the conditions to the Proposed Transaction in a timely manner or at all, risks related to disruption of management time from ongoing business operations due to the Proposed Transaction, the risk that any announcements relating to the Proposed Transaction could have adverse effects on the market price of Nielsen’s ordinary shares, the risk of any unexpected costs or expenses resulting from the Proposed Transaction, the risk of any litigation relating to the Proposed Transaction, the risk that the Proposed Transaction and its announcement could have an adverse effect on the ability of Nielsen to retain customers and retain and hire key personnel and maintain relationships with customers, suppliers, employees, shareholders and other business relationships and on its operating results and business generally, the risk that the pending Proposed Transaction could distract management of Nielsen and other specific risk factors that are outlined in our disclosure filings and materials, which you can find on http://www.nielsen.com/investors, such as our 10-K, 10-Q and 8-K reports that have been filed with the Securities and Exchange Commission. Please consult these documents for a more complete understanding of these risks and uncertainties. This list of factors is not intended to be exhaustive. Such forward-looking statements only speak as of the date of this communication, and we assume no obligation to update any written or oral forward-looking statement made by us or on our behalf as a result of new information, future events or other factors, except as required by law.

This proxy statement includes several website addresses and references to additional materials found on those websites. These websites and materials are not incorporated by reference herein.

 

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

Acting upon the recommendation of its Nomination and Corporate Governance Committee, our Board has nominated the persons identified herein for re-election as directors. Directors will hold office until the end of the next annual general meeting of shareholders and the election and qualification of their successors or until their earlier resignation, removal, disqualification or death.

It is intended that the proxies delivered pursuant to this solicitation will be voted in favor of the re-election of these nominees, except in cases of proxies bearing contrary instructions. In the event that these nominees should become unavailable for re-election due to any presently unforeseen reason, the persons named in the proxy will have the right to use their discretion to vote for a substitute.

ONGOING BOARD SUCCESSION PLANNING

Our Nomination and Corporate Governance Committee seeks to ensure that our Board as a whole possesses the objectivity and the mix of skills and experience to provide effective oversight and guidance to management to execute on the Company’s long-term strategy. The Nomination and Corporate Governance Committee assesses potential candidates based on their history of achievement, the breadth of their experiences, whether they bring specific skills or expertise in areas that the Nomination and Corporate Governance Committee has identified and whether they possess personal attributes that will contribute to the effective functioning of the Board.

Ongoing Board refreshment provides fresh perspectives while leveraging the institutional knowledge and historical perspective of our longer-tenured directors. The Nomination and Corporate Governance Committee also considers succession planning for roles such as Board and committee chairpersons for purposes of continuity and to maintain relevant expertise and depth of experience.

 

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DIRECTOR NOMINATION PROCESS

Our Nomination and Corporate Governance Committee uses the following process to identify and add new directors to the Board:

 

 

1

 

  u  

 

2

 

  u  

 

3

 

  u  

 

4

 

 

Collect Candidate Pool

  In-Depth Review   Recommendation to the Board   Outcome

  Independent Directors

  Shareholders

  Independent Search Firms

 

  The Nomination and Corporate Governance Committee takes into account the qualifications discussed in the Summary of Proxy Statement Information section under “Board Expertise and Skills” and the criteria discussed in the board matrix set forth below under “Nominees for Election to the Board of Directors” as well as all other factors it considers appropriate to build a Board to effectively oversee Nielsen’s strategy and evolving business priorities.

  Candidates meet with members of the Nomination and Corporate Governance Committee and its Chairperson.

  Due diligence is conducted, the Chairperson of the Nomination and Corporate Governance Committee solicits feedback from other directors as well as third parties on potential candidates.

 

  The Nomination and Corporate Governance Committee presents qualified candidates to the Board.

 

Five new independent directors since 2019, including:

  3 Female

  2 racially/ethnically diverse

  Expertise in one or more of the following areas:

¡   Media expertise

¡  Technology and digital expertise

¡  Financial expertise

¡   Consumer insights

¡  CEO experience

¡  CFO experience

¡   Global experience

¡  Public company board experience

Our Nomination and Corporate Governance Committee is authorized to use an independent search firm to help identify, evaluate and conduct due diligence on potential director candidates. Using an independent search firm helps the Nomination and Corporate Governance Committee ensure that it is conducting a broad search and helps it to consider a diverse slate of candidates with the qualifications and expertise that are needed to provide effective oversight of management and assist in long-term value creation. The firm identifies candidates who meet the criteria of our search, provides requested background and other relevant information regarding candidates, and coordinates arrangements for interviews as necessary.

Diversity Policy

Our Corporate Governance Guidelines require the Nomination and Corporate Governance Committee to consider all factors it deems appropriate, which may include age, gender, nationality, ethnic and racial background, gender identity or expression and sexual orientation, and disability status, in nominating directors and to review and make recommendations, regarding the composition and size of the Board to ensure the Board has the requisite expertise and its membership consists of persons with sufficiently diverse and independent backgrounds.

 

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Currently, half of our director nominees are female, and two of our director nominees are racially/ethnically diverse. Over time, the Nomination and Corporate Governance Committee and the Board as a whole will assess the effectiveness of this policy and determine, how, if at all, our implementation of the policy, or the policy itself, should be changed.

Nomination Process

In considering whether to recommend nomination or re-nomination of each of our directors for election at the Annual Meeting, our Nomination and Corporate Governance Committee reviews the experience, qualifications, attributes and skills of our current directors to determine the extent to which those qualities continue to enable our Board to satisfy its oversight responsibilities effectively in light of our evolving business. In determining to re-nominate the directors named herein for election at the Annual Meeting, the Nomination and Corporate Governance Committee has focused on our current directors’ valuable contributions in recent years, the criteria set forth in “Board Expertise and Skills” in the “Summary of Proxy Statement Information” and the information and criteria discussed in the biographies and board matrix set forth below under “Nominees for Election to the Board of Directors.”

In accordance with our articles of association, shareholders may request that director nominees submitted by such shareholders be included in the agenda of our Annual Meeting through the process described under “Shareholder Proposals for the 2023 Annual General Meeting of Shareholders.” The Nomination and Corporate Governance Committee considers shareholder recommendations for director candidates and evaluates such candidates with the same standards as it does for other Board candidates. The Nomination and Corporate Governance Committee will advise the Board whether to recommend shareholders to vote for or against such shareholder nominated candidates.

Pursuant to the UK Companies Act 2006, shareholders representing at least 5% of our issued share capital have the right to require the Company to convene a special meeting and give notice to all shareholders of a resolution(s) to be voted on at such special meeting. Shareholders who meet the 5% threshold are not also subject to requirements as to ownership duration. Resolutions proposed by shareholders meeting the 5% threshold and which relate to the appointment of directors are not subject to a cap on the number of directors that can be proposed.

As Nielsen is a public limited company incorporated under the UK Companies Act 2006, its shareholders are not able to act by written consent and any resolutions proposed by shareholders must be voted on at a general meeting.

 

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NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

The following information describes the names, ages as of March 1, 2022, and biographical information of each nominee. Beneficial ownership of equity securities of the nominees is shown under “Ownership of Securities.”

 

 

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James A. Attwood, Jr.

 

Director since 2006

 

Age 63

 

Independent Board Chairperson

 

Nielsen Committees:

Finance (Chairperson);

Nomination and

Corporate Governance

  

 

Other public company directorships:

 

Current: None

Past 5 years: CoreSite Realty Corporation

 

Key Experience and Qualifications

 

 Financial expertise (mathematics and statistics)

 Media/telecommunications/technology expertise and deep management experience

 Public company board experience

 Private equity investment expertise in the media industry

 

Mr. Attwood has served on Nielsen’s Board since 2006 and has served as Chairperson of the Board since November 2019. From July 2018 to November 2019, Mr. Attwood assumed the title of Executive Chairman of the Board on an interim basis to lead the Board’s search process to identify a new Chief Executive Officer as well as to oversee the Board’s strategic review. As Executive Chairman, Mr. Attwood remained an independent member of Nielsen’s Board. From January 2016 to July 2018, Mr. Attwood also served as the Board’s Chairperson. He was Lead Independent Director of the Board from January 2015 to December 2015. Mr. Attwood is a Senior Advisor at The Carlyle Group and the former Head of the Global Telecommunications, Media, and Technology Group. Prior to joining The Carlyle Group in 2000, Mr. Attwood was with Verizon Communications, Inc. and GTE Corporation. Prior to GTE Corporation, he was with Goldman, Sachs & Co. He serves as a member of the Board of Directors of Syniverse Technologies (Chairman), the Harvard Law School Dean’s Advisory Board, The Friends of MVY Radio Board (Chairman), the Sponsors for Educational Opportunity (SEO) Board, the Board of Directors of The Nature Conservancy and the Board of Trustees of WNET and as Chairman of the Board of Trustees of Caramoor Center for Music and the Arts.

 

 

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Thomas H. Castro

 

Director since 2020

 

Age 67

 

Nielsen Committees:

Audit; Nomination and Corporate Governance

  

 

Other public company directorships:

 

Current: Cumulus Media Inc.

Past 5 years: None

 

Key Experience and Qualifications

 

 Public company board experience

 Media expertise in radio broadcasting and cable industry

 Commercial leadership and strategy expertise

 International experience

 Deep Hispanic market expertise

 

Mr. Castro is the Founder of El Dorado Capital, a private equity firm where he has served as President and Chief Executive Officer since December 2008. He previously founded and was the Chief Executive Officer of three radio companies that primarily targeted the Hispanic market. Mr. Castro is a Trustee of Spelman College and the Chairman of The Texas Public Charter School Association. He recently completed his tenure as a Board member of the Environmental Defense Fund, Southern California Public Radio and The Latino Donor Collaborative. He served on the Board of Directors of Time Warner Cable for ten years.

 

 

 

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Guerrino De Luca

 

Director since 2017

 

Age 69

 

Nielsen Committees:

Audit; Compensation and Talent

  

 

Other public company directorships:

 

Current: None

Past 5 years: Logitech International S.A

 

Key Experience and Qualifications

 

 Chief Executive Officer experience and public company board experience

 Consumer insights, technology, innovation, strategy and marketing experience

 Global markets and general management experience

 

Mr. De Luca served as the Chairman of the Board of Logitech International S.A. from January 2008 until he retired from the Board in September 2020. Mr. De Luca joined Logitech in 1998 and served as its President and Chief Executive Officer from February 1998 to December 2007 and as acting President and Chief Executive Officer from July 2011 to December 2012. Prior to joining Logitech International S.A., Mr. De Luca served as Executive Vice President of Worldwide Marketing for Apple Computer, Inc.

 

 

 

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Karen M. Hoguet

 

Director since 2010

 

Age 65

 

Nielsen Committees:

Audit (Chairperson); Finance

 

  

 

Other public company directorships:

 

Current: The Kroger Co.

Past 5 years: None

 

Key Experience and Qualifications

 

 Finance, audit and risk oversight experience

 Senior management and public company experience.

 Retail and strategic experience

 

Ms. Hoguet served as the Chief Financial Officer of Macy’s, Inc. from October 1997 until July 2018 when she became a strategic advisor to the Chief Executive Officer until her retirement on February 1, 2019. Ms. Hoguet serves on the Board of Governors of Hebrew Union College – Jewish Institute of Religion and the Board of Directors of UCHealth.

 

 

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David Kenny

 

Director since 2018

 

Age 60

 

Nielsen Committees:

None

 

  

 

Other public company directorships:

 

Current: Best Buy Co., Inc.

Past 5 years: None

 

Key Experience and Qualifications

 

 Data science and Artificial Intelligence

 Retail, marketing and media expertise

 Innovation, technology and digital experience

 Chief Executive Officer and public company board experience

 

Mr. Kenny has been the Chief Executive Officer of Nielsen since December 2018. Prior to that time, Mr. Kenny served as Senior Vice President of Cognitive Solutions at IBM, joining IBM in January 2016, after its acquisition of The Weather Company’s Product and Technology Business. Previously, from January 2012 until 2016, Mr. Kenny served as Chairman and Chief Executive Officer of The Weather Company. Prior to The Weather Company, Mr. Kenny was President of Akamai, the cloud service provider, and the co-founder, Chairman and Chief Executive Officer of the digital marketing agency Digitas, which was a Nasdaq listed company before its sale to Publicis Groupe in 2007. Mr. Kenny began his career as a consultant at Bain & Company, where he rose to the Partner level. Mr. Kenny serves on the Board of Directors of Teach for America.

 

 

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Janice Marinelli Mazza

 

Director since 2020

 

Age 63

 

Nielsen Committees:

Compensation and Talent; Nomination and Corporate Governance

 

  

 

Other public company directorships:

 

Current: None

Past 5 years: None

 

Key Experience and Qualifications

 

 Media expertise

 Current consumer knowledge

 Operating expertise

 

Ms. Marinelli Mazza served as President of Global Content Sales and Distribution, Direct-to-Consumer and International of The Walt Disney Company from March 2018 until her retirement in July 2019. From February 2013 to March 2018, she served as President, Disney/ABC Home Entertainment and Television Distribution. Ms. Marinelli Mazza joined The Walt Disney Company’s Buena Vista Television in 1985. Through her career, she held positions of increasing responsibility at The Walt Disney Company.

 

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Jonathan F. Miller

 

Director since 2020

 

Age 65

 

Nielsen Committees:

Finance

 

  

 

Other public company directorships:

 

Current: Akamai Technologies, Inc., Ziff Davis, Inc.,
Interpublic Group of Companies, Inc.

Past 5 years: AMC Networks Inc.

 

Key Experience and Qualifications

 

 Chief Executive Officer and public company board experience

 Digital media expertise

 Media expertise

 International experience

 M&A and investment experience

 

Mr. Miller has served as Chief Executive Officer of Integrated Media Company, a special purpose digital media investment company since February 2018. Until January 2018, Mr. Miller was a partner at Advancit Capital, where he continues to serve as an advisor and member of the Investment Committee. He previously has served as Chairman and Chief Executive Officer of the Digital Media Group at News Corp. and was its Chief Digital Officer from April 2009 to September 2012. Mr. Miller was a founding partner of Velocity Interactive Group, an investment firm focusing on internet and digital media, from its inception in 2007 to 2009. Prior to founding Velocity, Mr. Miller served as the Chief Executive Officer of AOL LLC (“AOL”) from 2002 to 2006. Prior to joining AOL, Mr. Miller served as Chief Executive Officer and President of USA Information and Services, of USA Interactive, a predecessor to IAC/InterActiveCorp. He is Chairman of the Board of Advancit Acquisition Corp. I.

 

 

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Stephanie Plaines

 

Director since N/A

 

Age 54

 

Nielsen Committees: Audit

  

 

Other public company directorships:

 

Current: KKR Acquisitions Holdings 1 Corp.

Past 5 years: None

 

Key Experience and Qualifications

 

 Chief Financial Officer experience

 Global experience

 Retail and consumer goods experience

 Digital experience

 

Ms. Plaines served as the Chief Financial Officer of Jones Lang LaSalle Incorporated (“JLL”) from March 2019 until her retirement in November 2020. Prior to joining JLL, Ms. Plaines was the US Retail CFO at Starbucks Corporation from April 2017 to December 2018, CFO SamsClub.com at Walmart Global eCommerce from March 2016 to March 2017, and CFO Stop & Shop division at Ahold Delhaize from January 2011 to February 2016. Prior to joining Ahold Delhaize in 2004, Ms. Plaines held positions of increasing responsibility at Catalina Marketing Corporation, PepsiCo, Inc. and UBS Corporation.

 

 

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Nancy Tellem

 

Director since 2019

 

Age 69

 

Nielsen Committees: Compensation and Talent (Chairperson); Finance

 

  

 

Other public company directorships:

 

Current: Rocket Companies, Inc., UTA Acquisition Corporation, Gores Guggenheim, Inc.

Past 5 years: None

 

Key Experience and Qualifications

 

 Media expertise

 Technology expertise

 

Ms. Tellem has served as the Executive Chairperson of JBF Interlude 2009 Ltd. (“Eko”) since April 2015 and previously served as Chief Media Officer of Eko from April 2015 to 2022. Ms. Tellem served as Microsoft Corporation’s President, Xbox and Digital Media Solutions Chief Executive Officer from September 2012 to October 2014. Prior to joining Microsoft, Ms. Tellem held positions of increasing responsibility at CBS Corporation (now ViacomCBS Inc.), including President of CBS Entertainment. Ms. Tellem holds board and advisory positions at Metro Goldwyn Mayer and Kode Labs as well as several nonprofits including Cranbrook Art Academy and Museum, Detroit Riverfront Conservatory, Seeds of Peace and BasBlue.

 

 

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Lauren Zalaznick

 

Director since 2016

 

Age 59

 

Nielsen Committees: Nomination and Corporate Governance (Chairperson); Compensation and Talent

  

 

Other public company directorships:

 

Current: GoPro, Inc., RTL Group

Past 5 years: None

 

Key Experience and Qualifications

 

 Media expertise

 Digital, innovation and technology experience

 Commercial, management and marketing expertise

 Deep consumer insights expertise

 

Ms. Zalaznick advises CEOs and founders spanning a wide variety of media sectors and strategic assignments, across a range of top-tier digital and media entities. She has served as a Senior Advisor to Boston Consulting Group in the Global TMT Practice since 2015. From 2002 to the end of 2013, Ms. Zalaznick held progressive positions of leadership within Comcast NBCUniversal, ultimately serving as Executive Vice President. During her prior tenure as Chair, Entertainment & Digital Networks at Comcast NBCUniversal, her portfolio included Bravo Media, Oxygen Media, the Style Network and the Telemundo broadcast network, as well as digital assets Fandango and Daily Candy. She was also responsible for the first cross-company environmental initiative, Green Is Universal.

 

Ms. Zalaznick is a former director of Penguin Random House, Shazam (acquired by Apple) and Refinery29 (acquired by Vice Media). Ms. Zalaznick is a member of the Producers Guild of America and the Academy of Television Arts & Sciences. She is a Trustee emerita of Brown University.

 

 

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Board Matrix

The Board matrix below represents certain skills, experience, attributes and qualifications that our Board has identified as particularly valuable to the effective oversight of the Company and the execution of our strategy. This matrix highlights the depth and breadth of the skills of our directors standing for re-election.

 

 

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The nominees for re-election to the Board of Directors named above are hereby proposed for re-election by the shareholders.

 

 

The Board of Directors recommends that shareholders vote “FOR” the re-election of each of the nominees named above.

 

 

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THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS

Pursuant to our articles of association and in accordance with the UK Companies Act 2006, our directors are responsible for the management of the Company’s business, for which purpose they may exercise all the powers of the Company.

Our Board conducts its business through meetings of the Board and four standing committees: Audit, Compensation and Talent, Nomination and Corporate Governance and Finance. In accordance with the New York Stock Exchange (“NYSE”) rules and the rules promulgated under each of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a majority of our Board consists of independent directors, and our Audit, Compensation and Talent and Nomination and Corporate Governance Committees are fully independent.

Each director owes a duty to the Company to properly perform the duties assigned to him or her and to act in the best interest of the Company. Under English law, this requires each director to act in a way he or she considers, in good faith, would be most likely to promote the success of the Company for the benefit of its shareholders as a whole, and in doing so have regard (among other matters) for the likely consequences of any decision in the long-term, the interests of the Company’s employees, the Company’s business relationships with suppliers, customers and others, the impact of the Company’s operations on the community and the environment and the need to act fairly amongst shareholders. The Company’s directors are expected to be appointed for one year and may be re-elected at the next Annual Meeting.

DIRECTOR INDEPENDENCE AND INDEPENDENCE DETERMINATIONS

Under the NYSE rules and our Corporate Governance Guidelines, a director is not independent unless the Board affirmatively determines that he or she does not have a direct or indirect material relationship with the Company or any of its subsidiaries. Heightened independence standards apply to members of the Audit and Compensation and Talent Committees.

The NYSE independence definition includes a series of objective tests, such as that the director is not an employee of the Company and has not engaged in various types of business dealings with the Company. The Board is also responsible for determining affirmatively, as to each independent director, that no relationships exist which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, the Board will broadly consider all relevant facts and circumstances, including information provided by the directors and the Company with regard to each director’s business and personal activities as they may relate to the Company and the Company’s management. As the concern is independence from management and pursuant to the view articulated by the NYSE, ownership of a significant amount of stock, by itself, is not a bar to an independence finding.

The Board undertook its annual review of director independence and affirmatively determined that, except for Mr. Kenny, each of Mses. Hoguet, Marinelli Mazza, Plaines, Tellem and Zalaznick, and Messrs. Attwood, Castro, De Luca and Miller is independent under Section 303A.02 of the NYSE listing rules and under our Corporate Governance Guidelines for purposes of board service. In addition, the Board affirmatively determined that the Audit Committee, the Compensation and Talent Committee, and the Nomination and Corporate Governance Committee members are fully independent under the SEC and NYSE independence standards specifically applicable to such committees.

 

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LEADERSHIP STRUCTURE

Under our Corporate Governance Guidelines, the Board must select its Chairperson from its members in any way it considers in the best interest of the Company. Whenever the Chairperson is also the Chief Executive Officer or is a director who does not otherwise qualify as “independent,” the independent directors are expected to elect from among themselves a Lead Independent Director of the Board.

Since November 2019, Mr. Attwood has served as the Board’s non-executive, independent Chairperson. From July 2018 to November 2019, Mr. Attwood assumed the title of Executive Chairman on an interim basis to lead the Board’s search process to identify a new Chief Executive Officer as well as to oversee the Board’s strategic review. As Executive Chairman, Mr. Attwood remained an independent member of Nielsen’s Board. He was not a Nielsen employee and had no day-to-day responsibilities for the Company’s business. From January 2016 to July 2018, Mr. Attwood also served as the Board’s non-executive, independent Chairperson. In light of Mr. Attwood’s independence from the Company, the Company does not currently have a Lead Independent Director.

In this role, the independent Chairperson presides at all meetings of the Board and all executive sessions of independent directors and sets the agenda for Board meetings along with the CEO (in consultation with management, as appropriate) with the understanding that other members of the Board may provide suggestions for agenda items.

As noted further below, each Board committee also has a non-executive, independent chairperson.

Our Board believes that the Board’s current leadership structure reflects what is optimal for the business in its current environment and best serves our shareholders by:

 

   

ensuring the appropriate level of independent Board oversight of management;

 

   

strengthening commitment to sound governance by effectively allocating authority, responsibility and oversight between management and the independent members of the Board; and

 

   

permitting the CEO to focus more time and energy on day-to-day management of the Company and the Company’s strategic direction, while the Chairperson offers an independent perspective and oversees corporate governance matters and operation of the Board.

BOARD COMMITTEES AND MEETINGS

Our Board has established the following committees: an Audit Committee, Compensation and Talent Committee, Nomination and Corporate Governance Committee and Finance Committee. The current composition and responsibilities of each committee are described below. Members serve on these committees until they no longer serve on the Board or until otherwise determined by our Board.

 

  Name of Independent Director Audit Committee Compensation and
Talent Committee
Nomination and Corporate
Governance Committee

Finance

Committee

James A. Attwood, Jr.

X Chairperson

Thomas H. Castro

X X

Guerrino De Luca

X X

Karen M. Hoguet

Chairperson X

Janice Marinelli Mazza

X X

Jonathan F. Miller

X

Stephanie Plaines

X

Nancy Tellem

Chairperson X

Lauren Zalaznick

X Chairperson

 

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Pursuant to our Corporate Governance Guidelines, all directors are expected to make every effort to attend all meetings of the Board and meetings of the committees of which they are members. All directors are also welcome to attend meetings and review materials of those committees of which they are not members. During 2021, the Board held 8 meetings and 28 committee meetings. Each incumbent director attended at least 75% of the total number of 2021 Board meetings and 100% of the total number of 2021 meetings of those committees on which each such director served and that were held during the period that such director served. All non-executive directors are encouraged (but not required) to attend the Annual Meeting and each extraordinary general meeting of shareholders. All of our incumbent directors who served at the time of our 2021 Annual Meeting attended that meeting, and all of our incumbent directors who served at the time of our 2021 Special Meeting attended that meeting.

 

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COMMITTEE MEMBERSHIP AND RESPONSIBILITIES

 

   

Current Members:

  Karen M. Hoguet (Chairperson)

  Thomas H. Castro

  Guerrino De Luca

  Stephanie Plaines

 

Independence:

All members are independent.

 

Audit Committee Financial Expert:

All members qualify as “audit committee financial experts” and meet NYSE financial

literacy and expertise

requirements.

 

Meetings in Fiscal Year 2021:

10

  

Audit Committee

 

Key Responsibilities:

 

  External auditor. Appointing our external auditors, subject to shareholder vote as may be required under law, overseeing the external auditors’ qualifications, independence and performance, discussing relevant matters with the external auditors and providing preapproval of audit and permitted non-audit services to be provided by the external auditors and related fees;

 

  Financial reporting. Supervising and monitoring our financial reporting, reviewing with management and the external auditor Nielsen’s annual and quarterly financial statements, and reviewing external reporting on ESG in the Company’s financial reports, as appropriate;

 

  Internal audit function. Overseeing our internal audit process and our internal audit function;

 

  Internal controls, risk management and legal compliance programs. Overseeing our system of internal controls, our enterprise risk management program (including compliance and integrity, cybersecurity and privacy) and our compliance with relevant legislation and regulations; and

 

  Information security, technology and privacy & data protection. Regularly evaluating updates received from the Company’s Chief Information Officer regarding the Company’s information, technology and data protection security systems, its preparedness in preventing, detecting and responding to breaches, and any incidents and related response efforts. Regularly evaluating updates received regarding compliance with applicable privacy laws and regulations, and to then report to the Board.

Current Members:

  Nancy Tellem (Chairperson)

  Guerrino De Luca

  Janice Marinelli Mazza

  Lauren Zalaznick

 

Independence:

All members are independent.

 

Meetings in Fiscal Year 2021:

6

  

Compensation and Talent Committee

 

Key Responsibilities:

 

  Executive compensation. Setting, reviewing and evaluating compensation, and related performance and objectives, of our senior management team;

 

  Incentive and equity-based compensation plans. Reviewing and approving, or making recommendations to our Board with respect to, our incentive and equity-based compensation plans and equity-based awards;

 

  Compensation-related disclosure. Overseeing compliance with our compensation-related disclosure obligations under applicable laws;

 

  Director compensation. Assisting our Board in determining the individual compensation for our directors within the framework permitted by the general compensation policy approved by our shareholders (the “Directors’ Compensation Policy”);

 

  Senior management succession planning. Developing and overseeing the senior management (other than the CEO) continuity planning process; and

 

  Talent development/culture/ employee experience. Reviewing, assessing and making recommendations to the Board and management regarding Company’s key human capital management strategies and programs, including talent development and employee experience, DE&I and employee wellness and engagement.

 

Compensation and Talent Committee Interlocks and Insider Participation: None of the current members of the Compensation and Talent Committee is a former or current officer or employee of the Company or any of its subsidiaries. No Compensation and Talent Committee member has any relationship required to be disclosed under this caption under the rules of the SEC.

 

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Current Members:

  Lauren Zalaznick (Chairperson)

  James A. Attwood, Jr.

  Thomas H. Castro

  Janice Marinelli Mazza

 

Independence:

All members are independent.

 

Meetings in Fiscal Year 2021:

7

  

Nomination and Corporate Governance Committee

 

Key Responsibilities:

 

  Director nomination. Determining selection criteria and appointment procedures for our Board and committee members and making recommendations regarding nominations and committee appointments to the full Board;

 

  Board and committee composition. Periodically assessing the scope and composition of our Board and its committees;

 

  CEO and director succession planning. Developing and overseeing the CEO and director continuity planning process;

 

  Corporate governance. Developing and recommending to the Board a set of corporate governance guidelines applicable to us and otherwise taking a leadership role in shaping the corporate governance of the Company;

 

  Board and Committee evaluations. Developing and overseeing the evaluation process for our Board and its committees; and

 

  ESG Oversight. Overseeing our ESG matters, including overall ESG strategy, except to the extent reserved for the full Board or another committee.

Current Members:

  James A. Attwood, Jr. (Chairperson)

  Karen Hoguet

  Jonathan F. Miller

  Nancy Tellem

 

Independence:

All members are independent.

 

Meetings in Fiscal Year 2021:

5

  

Finance Committee

 

Key Responsibilities:

 

  Strategic and operational plans. Advise the Board on major transactions, the Company’s annual and long-term financial plans and the Company’s capital spending plans.

 

  Capital structure. Advise the Board on the Company’s capital structure, including potential issuances of debt and equity securities, credit agreements, and other financing transactions.

 

  Dividend policy and share repurchases. Advise the Board on the Company’s dividend policy and share repurchases.

 

  Investor Relations. Advise the Board with respect to the Company’s engagement with and responsiveness to shareholder votes and feedback on finance-related matters, including Investor Day.

BOARD AND COMMITTEE EVALUATIONS

Our Board recognizes that a thorough, constructive evaluation process enhances our Board’s effectiveness and is an essential element of good corporate governance. Accordingly, our Nomination and Corporate Governance Committee develops and oversees the evaluation process to ensure that the full Board and each committee conducts an evaluation of its performance and functioning and solicits feedback for enhancement and improvement. The Nomination and Corporate Governance Committee periodically reviews the format of the evaluation process, including whether to utilize a third-party evaluation firm, to ensure that actionable feedback is solicited on the operation and effectiveness of the Board, Board committees and director performance. In 2021, our Nomination and Corporate Governance Committee engaged a third-party evaluation firm to assist the Company Secretary with the annual evaluation process. The third-party evaluation firm provided a written evaluation and conducted confidential interviews with each director and certain members of management that included discussions of the overall functioning and effectiveness of the Board and its standing committees and the leadership structure of the Board. The third-party evaluation firm presented the findings to the Board for consideration and feedback and each Committee reviewed its findings. Our Board believes that employing an independent third-party evaluation firm to assist in the evaluation process provided valuable insights and will contribute to the overall functioning and ongoing effectiveness of the Board and will consider doing so periodically going forward.

 

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OUR BOARD’S COMMITMENT TO SHAREHOLDER ENGAGEMENT

Why We Engage

Our Board and management team recognize the benefits of regular engagement with our shareholders in order to remain attuned to their different perspectives on the matters affecting Nielsen.

Robust dialogue and engagement efforts allow our Board and management the opportunity to:

 

   

consider the viewpoints of our shareholders and the issues that are important to them in connection with their oversight of management and the Company;

 

   

discuss developments in our business and provide transparency and insight about our strategy and performance; and

 

   

assess issues, existing or emerging, that may affect our business, corporate responsibility and governance practices.

How We Engage

 

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COMMUNICATIONS WITH DIRECTORS

Any interested party who would like to communicate with, or otherwise make his or her concerns known directly to, the Chairperson of the Board or the Chairperson of any of the Audit Committee, Nomination and Corporate Governance Committee, Compensation and Talent Committee or Finance Committee or to other directors, including the non-management or independent directors, individually or as a group, may do so by addressing such communications or concerns to the Company Secretary at company.secretary@nielsen.com or 675 Avenue of the Americas, New York, NY 10010. Such communications may be done confidentially or anonymously. The Company Secretary will forward communications received to the appropriate party as necessary and appropriate. Additional contact information is available on our website, www.nielsen.com/investors, under Contact Us.

 

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NIELSEN’S ESG APPROACH

As part of Nielsen’s purpose to power a better media future for all people, we strive every day to engage our people, processes, data and technology to make Nielsen a more responsible company and to enable a more equitable world, where everyone is included and everyone counts. Nielsen is committed to strengthening the communities and markets in which we live and operate our business, recognizing how important these efforts are to ensure a more equitable and sustainable future. This commitment is supported and expressed at all levels of our organization.

Our ESG strategy encompasses the most important factors that affect our business, operations and internal and external stakeholders. To determine these critical ESG issues, we regularly conduct ESG issues assessments, with our fourth such assessment completed in December 2021.

We continue to identify and prioritize these issues, impacts, risks and opportunities for Nielsen’s ESG strategy, and we report ESG matters across the six key areas identified below:

Nielsen’s Environmental, Social & Governance (ESG) Key Areas

 

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Diversity Equity & Inclusion (DE&I)

We power a better media future for all people by embracing, leveraging and incorporating DE&I into all that we do. When we operate in a culture that is diverse and inclusive, our hope is that innovation flourishes, our clients win, and employees are engaged and collaborate to bring the best that Nielsen can offer to the communities we measure. Our DE&I strategy covers four pillars: people, products & thought leadership, business diversity, and community advocacy.

 

   

We aim to build a globally inclusive and impactful culture at Nielsen. This means increasing diverse representation among employees, providing equitable growth opportunities for diverse employees, hiring from diverse talent pools and expanding our inclusive hiring practices. On International Women’s Day this year, our CEO renewed our company’s commitment to the Leading Executives Advancing Diversity Network (the “LEAD Network”) CEO Pledge to reach 46% of women in senior leadership roles by 2024. In early 2021, targets were also set to increase U.S. Black mid-level and senior level representation and Latino senior level representation.

 

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We support 14 internal business resource groups (“BRGs”), with over 3,500 members around the world. Our BRGs engage employees in programming that drives Nielsen’s advocacy, educational outreach and business growth, which results in increased impact on local business and the communities where we work.

 

   

In February 2022, we launched a Diverse Media Equity program. As part of our commitment to creating a better media future for all people, we expect to raise the visibility of diverse-owned media that play a critical role in reaching and representing the increasingly diverse population.

 

   

Our mission is to buy better: to engage, include and contract with diverse business partners who have the perspectives, expertise and products/services that will help us create a better media future for all people. We track and report diverse spend, and have multiple policies and processes to support a corporate goal of 15% U.S. spend with diverse businesses by the end of 2022.

 

   

In the markets where we do business, we nurture relationships with community leaders and organizations such as the LEAD Network and Valuable 500, so that we can best serve diverse communities.

Human Capital

At Nielsen, our people have always been our most important asset. This has become even more true during a time of company transformation as well as the competitive landscape for talent. Our key human capital management objectives are to promote the health, wellness and safety of our employees while building an inclusive and engaging culture where all of our employees have an equal opportunity to reach their full potential.

 

   

The COVID-19 pandemic has continued to profoundly shift the way we live and work. Our flexible work strategy, known as Smart Work, helped us quickly and effectively pivot to a collaborative and flexible work experience.

 

   

Nielsen’s benefit offerings are designed to meet the varied and evolving needs of a diverse workforce across businesses and geographies. We have enhanced the ways we help our employees care for themselves and their families, especially in response to COVID-19. Our Whole You health and well-being program focuses not just on physical health, but also on the emotional, financial, social and environmental well-being of our employees.

 

   

We adopted a more holistic approach to education to maximize learning effectiveness at Nielsen and foster a “learn-it-all” culture through the 70/20/10 model. This model reflects research that shows 70% of learning happens in the flow of job-specific tasks, 20% occurs when engaging with colleagues and through manager interventions and 10% happens in structured formal classes and coursework. Nielsen also invested in developing skills in critical areas, such as DE&I competence, data science and sales prospecting/negotiation.

 

   

In 2021, almost $60,000 was distributed across 28 grants in 4 countries through the Nielsen Global Support Fund, through which Nielsen associates can donate to fellow associates in need and apply for support in times of personal hardship or natural disaster.

Environment

We remain committed to our climate change mitigation efforts by leveraging operational efficiencies across our value chain in order to create more environmentally sustainable outcomes for our business, stakeholders and communities. We work with teams and leaders across Nielsen to continue to ensure that relevant climate change risks and opportunities are integrated into our strategy and that meaningful action is taken to drive our mitigation efforts.

 

   

Through functional leadership (for example, with our global sourcing and real estate teams), we work to reduce our global environmental impact in ways that also improve our operations.

 

   

We decrease e-waste emissions through responsible end-of-life management of electronic items by continuously expanding our opportunities to divert our electronic devices and equipment from landfills

 

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in order to be recycled, refurbished or reused. We have also increased energy efficiencies of our largest data centers and offices, continued to offer more sustainable travel options, and in 2021 updated our green corporate events guidelines.

 

   

With our employee-led Green BRG, we engage our teams to drive environmental change at the grassroots level. During Earth Week 2021, more than 6,400 employees across 17 countries collaborated over five days to lead and participate in green events and to advocate for environmental justice.

 

   

We request ESG assessments annually from our top strategic suppliers. These third-party assessments address sustainability issues, including climate impacts and greenhouse gas emissions, energy consumption and waste management. Now in its sixth year, this program continues to cover 90% of our spend under management.

Community Engagement

At Nielsen, we continue to mobilize our data, expertise and time to impact our communities positively and ensure every voice is heard. Through our Data for Good projects, we strategically donate Nielsen data and services to help solve critical social and environmental challenges, while also engaging our employees and expanding our capabilities in new ways across our communities. Through our volunteering program, including our Cares BRG, our employees are eligible to use 24 hours of annual dedicated volunteer time, through which they can volunteer with nonprofit organizations in their communities.

 

   

Data is the foundation of our work, and we believe it can be leveraged to advance social and environmental good. Nielsen donated in-kind an estimated $23.6 million in pro bono support and skills-based volunteering in 2021.

 

   

In 2021, we continued to seek out and scale relationships with nonprofit organizations and collaborators to help address shared global challenges in unique ways by using our data and capabilities. For example, we provided data to support the Geena Davis Institute on Gender in Media with its research to create gender balance, foster inclusion and reduce negative stereotyping in family entertainment media. We also donated a variety of products and services to the Potential Energy Coalition, a nonprofit that joins creative, analytic and media agencies to shift the narrative on climate change.

 

   

For our ninth Nielsen Global Impact Day (“NGID”) in October 2021, more than 3,000 volunteers across 40 countries logged over 9,700 volunteer hours to make an impact in our communities. As part of NGID, during our first virtual pitch competition, 54 Nielsen volunteers partnered with five nonprofits to address specific challenges faced by the organizations in advancing representation in media and technology.

Nielsen Foundation

The Nielsen Foundation (nielsen-foundation.org), a private foundation funded by Nielsen, began grantmaking to nonprofit organizations in 2016. The Nielsen Foundation envisions a more equitable world where everyone counts and everyone has opportunities to succeed, with a mission to support organizations that give voice and opportunities to historically under-represented groups and communities.

 

   

In 2021, the Nielsen Foundation provided more than $1.97 million in grants to 49 nonprofit organizations that encourage educational access and persistence, promote economic mobility and well-being and advance representation in media and technology.

 

   

Through the 2021 Data for Good Grants Program, the Nielsen Foundation funded six projects to build data capacity and strengthen programs of six organizations advancing economic mobility or educational access for diverse communities.

 

   

Through a three-year grant to the Local Initiatives Support Corporation (LISC), the Nielsen Foundation has provided $450K to date in grants and support to 268 Black-owned small businesses that have limited access to traditional business financing in historically disinvested neighborhoods in four U.S. cities.

 

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Data Privacy and Security

Data privacy and security are central to the daily work of every Nielsen team member. We integrate responsible data stewardship principles from design to execution of all our products. Our approach is anchored in internationally recognized data protection principles and in compliance with local laws and regulations. We have implemented detailed controls and policies, comprehensive and recurring training and regular performance reviews to drive continuous improvement.

 

   

We rely primarily on demographic and aggregated data from which we cannot directly identify people, and we maintain appropriate limits on access to data about specific individuals where we hold it. Our internal policies and procedures conform to applicable laws and industry standards around the globe. They also incorporate the principle of Privacy by Design — a commitment to include appropriate privacy protections in the design and implementation of our products and services.

 

   

Nielsen is committed to protecting the security of all client and consumer information. Our Cybersecurity Program is grounded in internationally recognized data protection principles, and we use a variety of security technologies and procedures to protect client and consumer information. We deploy and utilize innovative custom-built and commercial solutions at a global scale. Nielsen’s Cybersecurity Program aligns with the National Institute of Standards and Technology’s Cybersecurity Framework (NIST CSF), which includes five core functions: identify, protect, detect, respond and recover.

We have an extensive data security and privacy governance framework in place, with our Audit Committee having primary oversight for the management of key enterprise risks, which include our Cybersecurity and Privacy Programs. The Audit Committee is briefed on data security and privacy at each regularly convened meeting and receives ad hoc updates as needed.

Governance

The people, clients and audiences that we serve look to Nielsen to deliver accurate, independent data and market measurements. To maintain their trust, we operate according to the highest standards of governance, ethics and integrity throughout our company, every day.

 

   

The high standards we set for ourselves across a range of issues are outlined in our Code of Conduct. Each year, we require all employees (except where not permitted by local laws) and Board members to annually certify their commitment to uphold the Code of Conduct.

 

   

Our global Compliance & Integrity program is dedicated to ensuring legal and ethical behavior across Nielsen. Our Code of Conduct is a core element of this program. The Code establishes clear expectations and guidelines for all employees, prohibiting corruption, bribery, facilitation payments, fraud, discrimination, antitrust/anti-competitive practices, money laundering, insider trading and more. It also requires employees to avoid and disclose conflicts of interest. The Code sets forth expectations and guidelines for positive behavior, including treating everyone with respect, valuing diversity, protecting human rights and speaking up to report Code violations without fear of retaliation.

 

   

We maintain a global commitment to respect human rights across our value chain. Protection for human rights is embedded in our Code of Conduct and Supplier Code of Conduct. In early 2021, we reaffirmed our pledge to protect human rights, releasing an updated version of our Global Commitment to Human Rights. Our 2021 Modern Slavery Statement has more on our approach to human rights.

 

   

For information regarding Nielsen’s Board governance and Board oversight of ESG matters, see “Summary of Proxy Statement Information — Governance Highlights” on page SUMM4 and “The Board of Directors and Certain Governance Matters — Nielsen’s ESG Approach — ESG Oversight” below.

ESG Oversight

While it is the responsibility of all teams within Nielsen to consider relevant ESG impacts in their everyday work, we aim to approach ESG risks and opportunities in a holistic way through our strategy, infusing these

 

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considerations into regular engagement with our Board of Directors, Executive Committee leaders and internal working groups, as well as across functional groups, teams and other forums.

Our Board committees have direct oversight responsibilities for a range of ESG issues, including:

 

   

The Nomination and Corporate Governance Committee oversees the Company’s overall ESG matters, including overall ESG strategy, except to the extent reserved for the full Board or another Committee.

 

   

Our Compensation and Talent Committee oversees Nielsen’s human capital management strategies and programs, including overall employee wellness and engagement; strategies in support of DE&I; talent development and employee experience.

 

   

The Audit Committee has primary oversight for the management of key enterprise risks, including its Compliance & Integrity, Cybersecurity and Privacy programs, and reviews external reporting on ESG in the Company’s financial reports, as appropriate.

 

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ESG Reporting and Recognition

We remain focused on connecting our business with relevant ESG issues through responsible policies and practices, evaluating and measuring performance on these issues, and external reporting and transparency. Regularly reporting our progress to stakeholders supports proactive and useful engagement opportunities to drive continuous improvement and positive change for our company, our people and our world.

We published an Interim Responsibility Update in June 2021 to provide an overview of the key areas of our ESG strategy, focusing primarily on calendar year 2020 data and highlights. This update also includes a refreshed Sustainability Accounting Standards Board (“SASB”) Index. Our 2020 Global Responsibility Report, published in May 2020, provides a full account of our ESG approach through 2018 and 2019, and includes supplemental reports for the reporting frameworks most relevant to Nielsen: SASB, the Task Force on Climate-related Financial Disclosures (“TCFD”) and the Global Reporting Initiative (“GRI”). Our next full ESG report, which is expected to be published later in 2022, will continue to include disclosures aligned with SASB, TCFD and the GRI. Our most recent Federal Employer Information Report EEO-1 is also available on Nielsen’s website, although we do not use this data to set our workforce goals or measure progress.1

 

1 

Our 2020 filing reflects our U.S. workforce prior to the sale of Global Connect and may differ from other data due to differences in timing and reporting definitions.

 

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We have received the following recognition for our ESG efforts:

 

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DIRECTOR EDUCATION

Educating our directors about Nielsen and our industry is an ongoing process that begins when a director joins our Board. All new directors take part in a comprehensive orientation about Nielsen, which includes meetings with senior leaders to discuss our businesses and strategy as well as our control functions, including finance, operations and legal. We also conduct in-depth training sessions on the work of our committees for both new directors and those directors who are newly appointed to a committee. For a new member of the audit committee, this may include training with our independent registered public accounting firm.

The Board believes that the shareholders of the Company are best served by a board of directors comprised of individuals who are well versed in modern principles of corporate governance, financial reporting and other subject matters relevant to board service and the exercise of the Board’s oversight responsibilities. Thus, in 2021, we adopted a Director Continuing Education Policy pursuant to which management will provide to our directors on a periodic basis pertinent articles and information relating to the Company’s business, relevant industries, competitors and corporate governance and regulatory issues, as well as presentations by subject matter experts on new legal and regulatory developments. We also encourage our directors to participate in external continuing director education programs and provide reimbursement for reasonable costs of attending such programs as set forth in our Director Continuing Education Policy.

Among other topics, during 2021, the Board participated in deep dives on Gracenote, Outcomes and international operations. In December 2021, the Board also participated in DE&I training with an outside consultant.

RISK OVERSIGHT

The Board is responsible for overseeing Nielsen’s risk and enterprise risk management practices and seeks to foster a risk-aware culture while encouraging appropriate and balanced risk-taking in pursuit of Company objectives. The Board exercises its oversight both directly and through its four committees, each

 

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of which has been delegated oversight responsibilities for specific risks. Each committee keeps the Board informed of its oversight efforts through regular reporting to the full Board by the committee chairpersons.

Management is accountable for day-to-day risk management efforts. The Board and committees’ risk oversight and management’s ownership of risk are foundational components of our Enterprise Risk Management program. This program is designed to provide comprehensive, integrated oversight and management of risk and to facilitate transparent identification and reporting of key business issues to senior management and the Board and its committees. The following are the key risk oversight and management responsibilities of our Board, committees and management:

 

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CEO AND BOARD SUCCESSION PLANNING

One of the Board’s primary responsibilities is to ensure that Nielsen has the appropriate talent to accomplish our business strategies today and in the future. The Board plans for CEO succession by establishing selection criteria and identifying and evaluating potential internal candidates.

 

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EXECUTIVE SESSIONS

Pursuant to our Corporate Governance Guidelines, to ensure free and open discussion and communication, our independent directors meet in executive session, with no members of management or any non-independent director present, at every regularly scheduled Board meeting. Our Independent Board Chairperson leads these meetings, which enables our independent directors to discuss matters such as strategy, CEO and senior management performance and compensation, succession planning and board composition and effectiveness. During 2021, our independent directors met seven times in executive session.

COMMITTEE CHARTERS AND CORPORATE GOVERNANCE GUIDELINES

Our commitment to corporate governance is reflected in our Corporate Governance Guidelines, which describe the Board’s views on a wide range of governance topics. These Corporate Governance Guidelines are reviewed from time to time by the Board and the Nomination and Corporate Governance Committee to ensure that they effectively comply with all applicable laws, regulations and stock exchange requirements, in addition to our articles of association. Additionally, the Board has adopted a written charter for each of the Audit Committee, the Compensation and Talent Committee, the Nomination and Corporate Governance Committee and Finance Committee. Our Corporate Governance Guidelines, our committee charters and other corporate governance information are available on our website at www.nielsen.com/investors under Governance Documents.

CODE OF CONDUCT AND PROCEDURES FOR REPORTING CONCERNS ABOUT MISCONDUCT

We maintain a Code of Conduct, which is applicable to all of our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Code of Conduct sets forth our policies and expectations on a number of topics, including conflicts of interest, compliance with laws and ethical

 

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conduct. The Company will promptly disclose to our shareholders, if required by applicable laws or stock exchange requirements, any amendments to or waivers from the Code of Conduct applicable to our directors or officers by posting such information on our website at www.nielsen.com/investors rather than by filing a Current Report on Form 8-K.

The Code of Conduct may be found on our website at www.nielsen.com/investors under Corporate Governance — Governance Documents.

EXECUTIVE OFFICERS OF THE COMPANY

Set forth below is the name, age as of March 1, 2022 and biographical information of each of our current executive officers, other than Mr. Kenny, whose information is presented under “Proposal No. 1 – Election of Directors – Nominees for Election to the Board of Directors.”

 

 

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George D. Callard

 

Age 58

  

 

Chief Legal and Corporate Affairs Officer (since January 2019)

 

Previous Business Experience:

 

Prior to joining Nielsen, Mr. Callard served as President of Weather Group, LLC from July 2018 to January 2019. From 2016 to 2018, Mr. Callard served as Chief Administrative Officer & General Counsel at Weather Group, LLC. From 2013 to 2015, he served as EVP, General Counsel & Head of Government Affairs for The Weather Company, parent company of The Weather Channel. Previously, Mr. Callard served as vice president of legal and business affairs at NBCU and had two tenures with AT&T (SBC & Ameritech). Earlier in his career, he served as counsel and assistant secretary and as senior counsel at the law firm Cinnamon Mueller and associate counsel for Multimedia Cablevision.

 

 

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Henry Iglesias

 

Age 49

  

 

Controller (since January 2022) & Principal Accounting Officer (since March 2022)

 

Previous Business Experience:

 

Mr. Iglesias was the Vice President, Financial Planning & Analysis and Global Sales Finance at Tiffany & Co., the global luxury jeweler, from October 2018 through April 2021, and prior to that time, Vice President, Financial Planning & Analysis at Tiffany & Co. from June 2013 to October 2018. Mr. Iglesias held various leadership roles at Tiffany & Co., including Vice President, Interim Treasurer and Vice President, Corporate Controller and Principal Accounting Officer. He previously worked for PricewaterhouseCoopers LLP.

 

 

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Laurie Lovett

 

Age 54

 

  

 

Chief People Officer (since January 2020)

 

Previous Business Experience:

 

Prior to joining Nielsen, Ms. Lovett was the Global Chief Human Resources Officer at Verisk Analytics from April 2016 through October 2019. Prior to joining Verisk Analytics, from January 1996 to March 2016, Ms. Lovett spent over 20 years with Accenture, holding various leadership roles.

 

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Karthik Rao

 

Age 48

  

 

Chief Operating Officer (since March 2021)

 

Previous Business Experience:

 

Mr. Rao has served at the Company for over twenty years in a variety of leadership roles spanning the U.S., Middle East and Asia. Mr. Rao was the Chief Operating Officer of Global Media from February 2020 to March 2021, and, prior to that, he served as Chief Product & Technology Officer of Global Media where he led the International Media product and technology teams. Previously, Mr. Rao was the CEO of Nielsen Portfolio, where he led the Nielsen Entertainment, Nielsen Gracenote, Nielsen Brandbank and Nielsen Telecom businesses across all global markets. He led Gracenote during its acquisition and integration by Nielsen. Prior to Gracenote, he served as President, Expanded Verticals, and led the teams serving the Company’s advertiser and agency clients. Earlier in his career, Mr. Rao was Executive Vice President of Digital Enablement, where he oversaw a global transformation program. He also led Nielsen’s Media Analytics business and was head of Nielsen China. Mr. Rao began his career as an account executive at Ogilvy & Mather in India.

 

Public Company Directorship:

 

Mr. Rao serves on the board of directors of Blucora, Inc.

 

 

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Linda Zukauckas

 

Age 60

  

 

Chief Financial Officer (since February 2020)

 

Previous Business Experience:

 

Prior to joining Nielsen, Ms. Zukauckas was the Executive Vice President and Deputy Chief Financial Officer for American Express from February 2018 to January 2020. She had previously served as EVP/Controller and Chief Accounting Officer of American Express since November 2011. From 2000 to 2011, Ms. Zukauckas held various senior finance roles at Ally Financial, including strategy/M&A, divisional CFO, head of corporate planning, global controller/Chief Accounting Officer and global head of internal audit. From 1997 to 2000, Ms. Zukauckas held various positions at Deutsche Bank, where she rose to the position of chief auditor for the Global Investment Bank. She began her career with PricewaterhouseCoopers LLP in 1984 and held progressive leadership roles there.

 

 

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PROPOSAL NO. 2

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has selected Ernst & Young LLP to serve as our independent registered public accounting firm for the year ending December 31, 2022.

Although ratification of the selection of Ernst & Young LLP is not required by U.S. federal laws, the Board is submitting the selection of Ernst & Young LLP to our shareholders for ratification because we value our shareholders’ views on the Company’s independent registered public accounting firm. If our shareholders fail to ratify the selection, it will be considered as notice to the Board and the Audit Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interest of the Company and our shareholders.

A representative of Ernst & Young LLP is expected to be present at the Annual Meeting to answer appropriate questions and will have the opportunity to make a statement if he or she desires to do so.

AUDIT AND NON-AUDIT FEES

In connection with the audit of the Company’s annual financial statements for the year ended December 31, 2021, we entered into an agreement with Ernst & Young LLP, which sets forth the terms by which Ernst & Young LLP performed audit services for the Company.

The following table presents fees for professional services rendered by Ernst & Young LLP and its affiliates for the audit of our financial statements for the years ended December 31, 2021 and 2020 and for other services rendered by them in those years:

 

    Year Ended December 31,  
  2021     2020  

Audit fees1

  $ 4,865,722     $ 9,379,200  

Audit-related fees2

  $ 436,602     $ 1,828,600  

Tax fees3

  $ 91,392     $ 293,300  

All other fees4

  $ 5,575     $ 11,575  

Total

  $ 5,399,291     $ 11,512,675  

 

1.   Fees for audit services billed or expected to be billed in relation to the years ended December 31, 2021 and 2020 consisted of the following: audit of the Company’s annual financial statements, reviews of the Company’s quarterly financial statements, and statutory and regulatory audits, and SEC filings.

 

2.   Fees for audit-related services in the years ended December 31, 2021 and 2020 included fees related to carve-out audits related to the Company’s strategic review, the proposed spin-off of the Company’s Global Connect business, the audits of employee benefit plans, accounting consultations and other attest services.

 

3.   Fees for tax services billed in the years ended December 31, 2021 and 2020 consisted of tax compliance and tax planning and advice.

 

4.   All other fees in the years ended December 31, 2021 and 2020 included certain other fees.

The Audit Committee considered whether providing the non-audit services shown in this table was compatible with maintaining Ernst & Young LLP’s independence and concluded that it was compatible.

 

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AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES

Subject to shareholder approval as may be required under the laws of England and Wales, the Audit Committee is directly responsible for the appointment and termination of the independent registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company. Each year the Audit Committee reviews the qualifications, performance and independence of our independent registered public accounting firm in accordance with regulatory requirements and guidelines.

In addition, and also subject to shareholder approval as may be required under the laws of England and Wales, the Audit Committee is responsible for the compensation, retention and oversight of its independent registered public accounting firm, including the resolution of disagreements between management and such firm regarding financial reporting. In exercising this responsibility, the Audit Committee pre-approves all audit and permitted non-audit services provided by such firm, subject to a de minimis exception for non-audit services. The Audit Committee believes that a combination of general pre-approval and specific pre-approval results in an effective and efficient procedure to pre-approve services performed by the independent registered public accounting firm. General pre-approval will be provided by the full Audit Committee. The Audit Committee has delegated to its Chairperson the specific pre-approval authority to review and pre-approve additional audit and audit-related services and non-audit services subject to the limitations set forth in our Audit and Non-Audit Services Pre-Approval Policy. Any such pre-approval must be reported to the full Audit Committee at its next scheduled meeting. All of the services covered under “– Audit and Non-Audit Fees” were pre-approved by the Audit Committee (or the Chairperson of the Audit Committee, as appropriate).

The Audit Committee may delegate to one or more of its members, when appropriate, the authority to pre-approve services to be provided by the independent registered public accounting firm so long as the pre-approvals are presented to the full Audit Committee at its next scheduled meeting.

 

 

The Board of Directors recommends that shareholders vote “FOR” the ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022.

 

AUDIT COMMITTEE REPORT

The Audit Committee operates pursuant to a charter adopted by the Board of Directors. The Audit Committee reviews and assesses the adequacy of this charter annually and it was last amended in February 2022. Additionally, a brief description of the primary responsibilities of the Audit Committee is included in this proxy statement under “The Board of Directors and Certain Governance Matters – Committee Membership and Responsibilities – Audit Committee.”

In the performance of its oversight function, the Audit Committee reviewed and discussed the audited financial statements of the Company with management and with the independent registered public accounting firm. Discussions included, among other things:

 

   

the acceptability and quality of the accounting principles;

 

   

the reasonableness of significant accounting judgments and critical accounting policies and estimates;

 

   

the clarity of disclosures in the financial statements; and

 

   

the adequacy and effectiveness of Nielsen’s financial reporting procedures, disclosure controls and procedures and internal control over financial reporting, including management’s assessment and report on internal control over financial reporting.

Management represented to the Audit Committee that the Company’s consolidated financial statements as of and for the fiscal year ended December 31, 2021 were prepared in accordance with generally

 

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accepted accounting principles. The Audit Committee also discussed with management and Ernst & Young LLP the process used to support certifications by the Company’s CEO and CFO that are required by the SEC and the Sarbanes-Oxley Act to accompany the Company’s periodic filings with the SEC and the process used to support management’s annual report on the Company’s internal controls over financial reporting.

The Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed by applicable Public Company Accounting Oversight Board (“PCAOB”) standards (including significant accounting policies, alternative accounting treatments and estimates, judgments and uncertainties). In addition, the Audit Committee received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence and discussed with the independent registered public accounting firm their independence.

Based upon the review and discussions described in the preceding paragraph, the Audit Committee recommended to the Board that the audited financial statements of the Company be included in the Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC.

Submitted by the Audit Committee of the Company’s Board of Directors:

Karen M. Hoguet (Chairperson)

Thomas H. Castro

Guerrino De Luca

Stephanie Plaines

 

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PROPOSAL NO. 3

REAPPOINTMENT OF UK STATUTORY AUDITOR

The Audit Committee has selected Ernst & Young LLP to serve as the Company’s UK statutory auditor who will audit the Company’s UK Annual Report and Accounts to be prepared in accordance with the International Financial Reporting Standards, as adopted by the European Union (“IFRS”), for the year ending December 31, 2022. As required by the law of England and Wales, shareholder approval must be obtained for the selection of Ernst & Young LLP to serve as the Company’s UK statutory auditor and to hold office from the completion of the Annual Meeting until the end of the next annual general meeting of shareholders at which the Company’s UK statutory accounts will be presented.

Representatives of Ernst & Young LLP will attend the Annual Meeting to answer appropriate questions for the year ended December 31, 2021. They will also have the opportunity to address the Annual Meeting if they desire to do so.

The affirmative vote of a majority of the votes cast at the Annual Meeting is required to pass this resolution to reappoint Ernst & Young LLP as the Company’s UK statutory auditor until the end of the next annual general meeting of shareholders.

 

 

The Board of Directors recommends that the shareholders vote “FOR” the reappointment of Ernst & Young LLP as the Company’s UK statutory auditor who will audit the Company’s UK Annual Report and Accounts for the year ending December 31, 2022.

 

 

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PROPOSAL NO. 4

AUTHORIZATION OF THE AUDIT COMMITTEE TO DETERMINE UK STATUTORY AUDITOR COMPENSATION

As required under the laws of England and Wales, the compensation of Ernst & Young LLP as the Company’s UK statutory auditor must be fixed by the shareholders or in such manner as the shareholders may determine. Subject to Ernst & Young LLP being reappointed as the Company’s UK statutory auditor pursuant to Proposal No. 3, it is therefore proposed that the Audit Committee be authorized to determine their compensation. Pursuant to Nielsen’s Audit Committee Charter, the Board has delegated this authority to the Audit Committee.

The affirmative vote of a majority of the votes cast at the Annual Meeting is required to approve this proposal.

 

 

The Board of Directors recommends that the shareholders vote “FOR” the authorization of the Audit Committee to determine the compensation of Ernst & Young LLP in its capacity as the Company’s UK statutory auditor.

 

 

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PROPOSAL NO. 5

NON-BINDING, ADVISORY VOTE ON EXECUTIVE COMPENSATION

In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, we are including in the proxy materials a separate advisory resolution regarding the compensation of our named executive officers as disclosed pursuant to the SEC rules. While the results of this vote are non-binding and advisory in nature, the Board intends to carefully consider them when considering our executive compensation program. The Board has adopted a policy of providing annual advisory approvals of the compensation of our named executive officers. The next advisory approval of executive compensation will occur at the 2023 Annual General Meeting of Shareholders.

The language of the resolution is as follows:

“RESOLVED, THAT THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE PROXY STATEMENT PURSUANT TO THE SEC RULES, INCLUDING THE COMPENSATION DISCUSSION AND ANALYSIS, COMPENSATION TABLES AND ANY RELATED NARRATIVE DISCUSSION, IS HEREBY APPROVED.”

In considering their vote, shareholders may wish to review with care the information on the Company’s compensation policies and decisions regarding the named executive officers presented in “Executive Compensation – Compensation Discussion and Analysis.”

In particular, as discussed in “Executive Compensation – Compensation Discussion and Analysis,” shareholders should note the following:

 

   

Our executive compensation program is designed to incent and reward our leadership team for delivering sustained financial performance and long-term shareholder value.

 

   

A significant portion of each named executive officer’s compensation is at risk, dependent on the achievement of challenging annual and long-term performance goals and/or the performance of our share price.

 

   

Our variable performance-based compensation plans continued to operate as intended.

 

   

Our broad outreach to shareholders on topics, including executive compensation.

 

   

For the company’s annual incentive plan, it was determined that the adjusted EBITDA margin % and free cash flow performance exceeded targets while the organic revenue growth performance was missed by 1/10th of a percent resulting in a total pool funding of 122.9%. Our NEO payouts ranged from 118% to 122.5%.

 

   

Payouts to NEOs and other participants in Nielsen’s PRSU award program for the 2019 – 2021 cycle that matured on December 31, 2021 were 37.5% given the rigorous performance goals.

 

 

The Board of Directors recommends that shareholders vote “FOR” approval of the compensation of the Company’s named executive officers.

 

 

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EXECUTIVE COMPENSATION

The following discusses the compensation for our Named Executive Officers (“NEOs”) for 2021: our Chief Executive Officer, our Chief Financial Officer and our three other most highly compensated executives.

David Kenny

Chief Executive Officer

Linda Zukauckas

Chief Financial Officer

Karthik Rao

Chief Operating Officer

George D. Callard

Chief Legal and Corporate Affairs Officer

Laurie Lovett

Chief People Officer

 

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COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

Business Overview

Nielsen Holdings plc serves the world’s media and content ecosystem and is a global leader in audience measurement, data and analytics with operations in more than 55 countries. Through our understanding of people and their behaviors across all channels and platforms, we empower our clients with independent and actionable intelligence so they can connect and engage with their audiences – now and into the future.

We provide a holistic and objective understanding of the media industry to our various client segments. Our data is used by our publishing clients to understand their audiences, establish the value of their advertising inventory and maximize the value of their content. Our data is used by our marketer and advertiser agency clients to plan and optimize their spend and is used by our content creator clients to inform decisions and identify trends.

An S&P 500 company, we have operations in more than 55 countries, with our registered office located in London, the United Kingdom and headquarters located in New York, United States.

We provide viewership and listening measurement data and analytics primarily to media publishers and marketers and their advertising agencies for linear television, streaming, digital (which includes computer, mobile and connected TV, or “CTV”) and listening platforms.

Our business consists of two major product categories: One Measurement Solutions (“Measurement”) and Impact Marketing Solutions/ Gracenote Content Solutions (“Impact / Content.”) Previously, Measurement was referred to as “Audience Measurement” and Impact / Content was referred to as “Outcomes / Content.” The updated names are a result of Nielsen’s corporate rebranding which reflects the company’s transformation and focus on the global future of media.

On March 5, 2021, we completed the previously announced sale of Global Connect to affiliates of Advent International Corporation, enabling a singular focus on media.

Business Performance

We executed well and delivered strong results in 2021, despite facing some unanticipated challenges such as the suspension of MRC accreditation, which was partially related to challenges of the COVID-19 pandemic. We continued to execute on our growth strategy, driving greater value to our clients across our three essential solutions. Our people are our most important asset and promoting the health, wellness and safety our employees during the ongoing COVID-19 pandemic remained a top priority.

Some of our major achievements throughout the year include:

 

   

We completed the previously announced sale of Global Connect to affiliates of Advent International Corporation in March, enabling a singular focus on Media with a mission to power a better media future for all people.

 

   

We significantly strengthened our balance sheet. We paid down $2.7 billion dollars of debt, ending the year at 3.52x net debt leverage.1 Our de-levering was facilitated by the Global Connect sale proceeds and operating cash flows.

 

   

We made measurable progress toward becoming a digital-first company, and our strategy is aligned with growth in the industry. We drove growth across our three essential solutions and accelerated international growth.

 

   

We delivered on significant product milestones for Nielsen ONE, our cross-media solution, and accelerated our roadmap with the launch of Nielsen ONE Alpha, the first iteration of Nielsen ONE ads, in early 2022.

 

1 

Please see Annex C for additional information and reconciliations to the most directly comparable GAAP financial measures, as applicable.

 

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We demonstrated our ongoing commitment to building a globally inclusive and impactful culture at Nielsen, which includes incorporating diversity, equity and inclusion into all that we do. We are on track to meet our DE&I target metrics for 2023. In 2021, we renewed our commitment to fighting discrimination which includes engaging the media industry to champion equity and policy makers to build out comprehensive reforms.

 

   

We completed a corporate rebranding which reflects the transformation of our culture and a redefined strategy focused solely on the global future of media in October 2021.

We met or exceeded all key guidance metrics, including:

 

   

Revenues up 4.9% versus prior year on an organic constant currency1,2 basis on strong global performance across all three essential solutions.

 

   

Net income from continuing operations attributable to Nielsen shareholders for the year was $551 million, compared to $191 million in 2020.

 

   

Adjusted EBITDA1 up 5.7% versus prior year (up 5.4% on a constant currency1 basis) due to cost discipline, the ongoing benefits of our optimization plan and a slower than expected return of temporary costs, offset by investments in our growth initiatives.

 

   

Free Cash Flow1 up 10.4% over prior year, due to higher EBITDA and lower interest expense, partially offset by higher cash taxes.

 

 

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1   Please see Annex C for additional information and reconciliations to the most directly comparable GAAP financial measures, as applicable.
2   Organic revenue growth excludes impact of acquisitions/divestitures/business and market exits completed in the past 12 months.
3   2020 numbers stated as if the Global Connect sale and deleveraging occurred on 1/1/2020.

Executive Changes

Effective March 2021, Mr. Rao was appointed as Chief Operating Officer and a Section 16 Officer of the company. Previously Mr. Rao served as Chief Operating Officer of Global Media from February 2020 to March 2021.

Additionally, Mr. David Rawlinson, who joined the team as Chief Executive Officer of Global Connect in February 2020, departed in March 2021 in connection with the sale of Global Connect to affiliates of Advent International Corporation.

 

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EXECUTIVE COMPENSATION OVERVIEW

Nielsen’s executive compensation program is designed to retain, motivate and reward our leadership team to deliver sustainable growth and financial performance while delivering long-term shareholder value. This proxy statement relates to 2021 performance and compensation.

Pay for Performance

Nielsen has a strong culture of pay for performance which serves to align Company goals and performance with pay outcomes for the Company’s executives. Nielsen conducts quantitative assessments of business financial performance and also evaluates individual contributions toward key business objectives in order to differentiate rewards. NEOs participate in the same performance assessment process applicable to all employees, including an annual performance review. They also participate in the same annual cash incentive plan that is applicable to all managerial employees, which in 2021 was funded based on full company annual organic revenue growth %, adjusted EBITDA margin % and free cash flow performance as described under “– 2021 Total Target Direct Compensation – Annual Incentive Plan.”

Pay Competitively

Providing competitive pay opportunities is a cornerstone of Nielsen’s compensation programs. The Compensation and Talent Committee reviews each NEO’s compensation annually and considers several factors when making pay decisions:

 

1.

Target total direct compensation, which consists of base salary, annual cash incentive opportunity and long-term incentive compensation, is benchmarked against compensation for executives serving in similar roles within a peer group of companies selected for their business relevance and size appropriateness to Nielsen;

 

2.

Target total direct compensation for NEOs is generally positioned within a range of the peer group median, but pay for a specific individual may be positioned above or below to median, based on a variety of factors, including individual performance, span of responsibilities, seniority and tenure, and retention risks;

 

3.

The mix of base salary, annual incentive and long-term incentives is reviewed annually to ensure a significant portion of NEO’s pay is at risk based on the achievement of performance objectives or the performance of our share price and to ensure the right focus on short-term and long-term performance, with an emphasis on the latter; and

 

4.

Other factors reviewed include changes in role or responsibilities, Company financial performance, and individual performance.

Variable Pay is At Risk

Nielsen’s compensation programs are designed so that a significant portion of each NEO’s compensation is at risk; and dependent on the achievement of challenging annual and long-term performance goals and/or the performance of our share price as laid out in the charts and tables below. At risk compensation is composed of annual cash incentive awards and equity-based awards and does not include fixed pay such as base salary. Long-term pay has historically been delivered exclusively in the form of equity to align the interests of the NEOs with the creation of value for our shareholders, and this was the case in 2021.

Executive Compensation Program Aligned with Strategy

Nielsen’s executive compensation program, and in particular our incentive compensation plans, include metrics that are aligned with shareholder value creation and are an effective measure of each NEO’s contributions to overall company performance.

 

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The chart below illustrates the elements of annual total direct compensation at target for Mr. Kenny, our CEO since December 2018. The next chart illustrates the target elements of total direct compensation for other NEOs in 2021. See “– Summary Compensation Table” for actual amounts earned by all NEOs in 2021. In all cases, the design of Nielsen’s compensation programs aligns closely with our peer group.

CEO Compensation Structure 2021 (Using 2021 Target Pay)

 

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Other NEOs’ Average Compensation Structure 2021 (Using 2021 Target Pay)

 

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SHAREHOLDER ENGAGEMENT AND RESPONSIVENESS

Each year, our shareholders vote on an advisory resolution to approve the pay of our NEOs (“Say-on-Pay proposal”). In 2021, approximately 83% of the votes cast at our annual general meeting of shareholders affirmed our executive compensation program. This represents an improvement compared to 2020, when 68% of the votes cast affirmed our executive compensation program. The increase is in part as a result of broad regular outreach to shareholders which allows us to solicit feedback on topics including executive compensation, business strategy and performance, corporate governance practices, and sustainability initiatives.

In early 2022, we reached out to shareholders accounting for 65% of total shares outstanding to solicit feedback ahead of the 2022 proxy filing. Our Board’s Chairperson, Mr. James A Attwood, Jr., along with management representatives from Nielsen’s Investor Relations, Legal, Human Resources and Environmental, Social and Governance (ESG) groups, collectively spoke with investors representing 21% of shares outstanding. The remaining shareholders we reached out to noted that a meeting was not necessary or did not respond.

Shareholder feedback on our executive compensation plans was very similar to last year. After evaluation of both feedback shared and our review of the current plan designs and objectives, we did not make any changes to either our annual or long term incentive plans for 2022.

 

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EXECUTIVE COMPENSATION PROGRAM ELEMENTS

 

Element   Purpose   Key Characteristics
Base Salary   Attract and retain top talent  

  The Compensation and Talent Committee considers a variety of factors including: (1) our pay for performance philosophy, (2) peer group market data, (3) the NEO’s individual performance and contributions to the success of the business in the prior year, (4) Company performance, (5) current pay mix, and (6) role changes.

Annual Incentive Plan (“AIP”)   Motivate NEOs to accomplish short-term business performance goals that contribute to long-term business objectives  

  AIP award opportunities are determined each year by reference to (1) our pay for performance philosophy, (2) peer group benchmarking and general market survey data, (3) the NEO’s individual performance and contributions to the success of the business in the prior year, (4) Company performance, (5) current pay mix, (6) role changes, and (7) prior year award.

 

  In 2021, organic revenue growth rate, adjusted EBITDA Margin % and free cash flow were the performance metrics for the AIP:

 

¡  All three metrics are measured independently.

 

¡  Resulting funding from the three metrics is capped at 200%.

Long-Term Incentive (“LTI”)   Deliver long-term sustainable performance and align executive rewards with long-term returns delivered to shareholders  

  LTI award values are determined each year by reference to (1) our pay for performance philosophy, (2) peer group benchmarking and general market survey data, (3) the NEO’s individual performance and contributions to the success of the business in the prior year, (4) Company performance, (5) current pay mix, (6) role changes, and (7) prior year award.

Performance Restricted Stock Units (“PRSUs”) under Long Term Performance Plan  

Alignment with long-term shareholder return

 

  Subject to performance against three-year cumulative performance metrics. 2021 metrics included:

 

¡  3-year average organic revenue growth rate, weighted 50%.

 

¡  3-year cumulative free cash flow/ EBITDA conversion (“FCF Conversion”), weighted 50%.

 

  Relative TSR (RTSR) as a modifier to the performance of the two core metrics outlined above.

 

  Represents 60% of the annual grant-date LTI value.

Restricted Stock Units (“RSUs”)   Alignment with shareholder return and retention  

  Service-based equity is delivered in RSUs.

 

  Four-year graded service-vesting.

 

  Represents 40% of the annual grant-date LTI value.

Health and Welfare Plans, Perquisites   Promote overall wellbeing and avoid distractions caused by unforeseen health/financial issues  

  Health and Welfare plans generally available to all full-time employees.

 

  De minimis financial planning and wellness services allowances.

 

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NEO COMPENSATION AND GOVERNANCE PRACTICES

 

What We Do   What We Don’t Do

  Emphasize long-term equity in prospective pay increases.

 

  Use share ownership guidelines to require all executive officers and non-employee directors to hold a significant amount of Nielsen stock.

 

  Specify maximum payout thresholds on all individual awards granted under our AIP and LTPP.

 

  Recoup both short-term and long-term incentive awards in the event of financial restatement as a result of intentional misconduct on the part of the executive, and where the award would have been lower as a result of the restatement.

 

  Include double trigger provisions for all plans that contemplate a change in control.

 

  Use independent compensation consultant.

 

  Robust annual shareholder outreach.

 

×   Use excise tax gross-up agreements.

 

×   Permit short-sales, hedging and pledging of shares.

 

×   Provide tax gross-ups on perquisites.

 

×   Provide dividend equivalents on unearned PRSUs granted under the LTPP.

 

×   Re-price options.

2021 TOTAL TARGET DIRECT COMPENSATION

When determining compensation for our executive officers, our Compensation and Talent Committee approaches compensation amounts from a Total Target Direct Compensation perspective. The Total Target Direct Compensation for our NEOs for 2021 was as follows:

 

Name   Base Salary     Annual Incentive     Long Term Incentive1     Total Target Compensation  
David Kenny   $ 1,300,000     $ 1,925,000     $ 10,200,000     $ 13,425,000  
Linda Zukauckas   $ 800,000     $ 900,000     $ 4,250,000     $ 5,950,000  
Karthik Rao   $ 600,000     $ 600,000     $ 2,700,000     $ 3,900,000  
George D. Callard   $ 575,000     $ 625,000     $ 3,000,000     $ 4,200,000  
Laurie Lovett   $ 500,000     $ 500,000     $ 2,500,000     $ 3,500,000  

 

1    Includes one-time grant of $1,500,000 delivered in Performance Stock Options for each NEO and an additional one-time $1,000,000 in PRSUs for Mr. Kenny

ANNUAL BASE SALARY

Base salary is the only fixed component of our executive officers’ compensation. The Compensation and Talent Committee considers benchmark compensation information for executives serving in similar positions at peer companies and general market survey data supplied by its compensation consultant, to help ensure that base salaries of the Company’s executive officers are competitive in the marketplace and are serving their purpose to attract and retain top talent.

The Compensation and Talent Committee considers salary increases for the Company’s executive officers generally in 24-36+ month intervals unless there is a change in role or circumstances that warrant consideration.

Executive officers are not involved in determining their own compensation.

 

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2021 Base Salaries

There were no base salary increases approved by the Compensation and Talent Committee in 2021 for NEOs.

All 2020 NEOs took a voluntary pay reduction for May-September 2020 amid the onset of the COVID-19 pandemic, which is reflected in the table below.

 

Name    2020 Base Salary (Actual)      2021 Base Salary (Actual)      Change %  
David Kenny    $ 1,268,250      $ 1,300,000        3
Linda Zukauckas1    $ 704,923      $ 800,000        13
Karthik Rao      N/A      $ 600,000        N/A  
George D. Callard    $ 573,010      $ 575,000        0
Laurie Lovett2    $ 469,423      $ 500,000        7

 

1    Hired on February 03, 2020. 2020 base salary doesn’t reflect full year data.
2    Hired on January 13, 2020. 2020 base salary doesn’t reflect full year data.

ANNUAL INCENTIVE PLAN

The purpose of the AIP is to motivate executives to accomplish short-term business performance goals that contribute to long-term business objectives. The Compensation and Talent Committee approves the applicable performance measures and performance targets under the plan at the beginning of each fiscal year. Following the end of the performance period, the Company’s and the executives’ actual achievement under the performance measures and performance targets is reviewed and assessed, and the Compensation and Talent Committee approves the cash amounts payable to such executives. The NEOs participate in the same incentive plan as the Company’s senior managers.

In determining the annual incentive target opportunity for each NEO, the Compensation and Talent Committee considered benchmark compensation information for executives serving in similar positions at peer companies and general market benchmark data provided by our compensation consultant, executives’ total direct compensation mix; changes in role and job responsibilities; and Company financial performance and individual performance.

Under the AIP, the maximum potential annual incentive pool funding is 200%.

ANNUAL INCENTIVE PLAN PAYOUT FORMULA

 

   

The amount at which the AIP funds and that is available for payouts is derived formulaically based on pre-determined targets. In 2021 these were adjusted EBITDA margin %, organic revenue growth rate, and free cash flow performance. The performance against these targets is expressed as a “funding percentage”; see “– Performance – Payout Formula” table below.

 

   

Initial individual payouts are determined by applying the “funding percentage” to the individual’s target award opportunity.

 

   

Final individual payouts are determined after a full assessment of:

 

  ¡   

Each individual’s contribution to overall Company performance;

 

  ¡   

Other individual quantitative performance objectives; and

 

  ¡   

A qualitative assessment to take into account, as appropriate, degree of difficulty, extraordinary market circumstances, and leadership impact.

 

   

Based on the full assessment, individual payouts may be adjusted up or down from the initial payout to ensure that total performance is reflected in the final payouts.

 

   

In aggregate, total payouts under the AIP cannot exceed the amount of the funded plan pool.

 

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All three metrics are measured independently and are non-GAAP measures as further defined in Annex C.

 

   

Adjusted EBITDA is defined as net income or loss from continuing operations of our consolidated statements of operations before interest income and expense, income taxes, depreciation and amortization, restructuring charges, impairment of goodwill and other long-lived assets, share-based compensation expense and other non-operating items from our consolidated statements of operations, as well as certain other items considered outside the normal course of our operations.

 

   

Revenue is defined as Income generated from sale of goods or services before any costs or expenses are deducted all in accordance with US GAAP, as depicted in the Condensed Consolidated Financial Statements in Nielsen’s applicable annual financial statements. Constant currency revenue is revenue excluding the impact of fluctuations in foreign currency exchange rates. Organic constant currency revenue is constant currency revenue excluding the net effect of business acquisitions and divestitures over the past 12 months.

 

   

FCF is defined as net cash provided by operating activities from continuing operations less the sum of:

 

  ¡   

Net additions to property, plant and equipment and other assets; and

 

  ¡   

Net additions to intangible assets.

 

   

Please see Annex C for additional information and reconciliations to the most directly comparable GAAP financial measures, as applicable.

Performance Metrics and Targets

The Compensation and Talent Committee believes that adjusted EBITDA margin %, organic revenue growth rate and free cash flow metrics are highly correlated to the creation of value for our shareholders and are effective measures of the NEOs’ contributions to short-term Company performance.

 

 

  Metric

 

  

 

Rationale

 

  Adjusted EBITDA Margin %

  

 Focuses on operating earnings performance and efficient management of the Company’s cost base amid the business transformation efforts currently underway.

  Organic Revenue Growth

  

 Reflects our focus on organic top-line growth to support the expansion of the Company’s platform and efforts to strengthen relationships with clients and partners.

  Free Cash Flow

  

 An important measure of shareholder value creation, including our ability to invest in future growth and return excess capital to shareholders.

The Compensation and Talent Committee sets quantitative performance targets associated with these metrics. In establishing these targets, the Compensation and Talent Committee considers the Company’s historical performance against prior year targets and other factors. Each year the Compensation and Talent Committee strives to establish targets that are both aggressive and achievable. These targets are aligned with the Board approved operating plan which involves an iterative review process. These metrics are also commonly used by Nielsen’s investors to evaluate our core performance.

Funding Formula and Individual Payouts

The funding/initial payout formula (shown below) is based on adjusted EBITDA margin %, organic revenue growth % and free cash flow. All three metrics are measured independently. 100% funding is accomplished when all metrics meet target performance as approved by the Compensation and Talent Committee at the beginning of the plan year. 200% funding is accomplished when all metrics meet maximum performance as approved by the Compensation and Talent Committee at the beginning of each plan year. Funding is capped at 200%.

 

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Performance – Payout Formula

The table below shows 2021 targets, threshold and maximum. Targets for all three metrics represent growth over prior years.

 

     Growth vs Prior Year (Index %)  

Performance Milestones

 

  

Organic Revenue

 

   

 

Adjusted EBITDA
Margin %

 

    

Free Cash Flow

 

   

Funding/

Initial Payout %1

 

 
Maximum      107.0     120 bps        120.3     200
Target      105.0     50 bps        103.2     100
Threshold      103.5     0 bps        94.7     50
< Threshold      <103.5     <0 bps        <94.7     0

 

1   The AIP funding percentage and initial payout percentage are determined using linear interpolation if actual performance falls between any two performance milestones.

2021 Financial Performance and AIP Funding

In February 2022, the Compensation and Talent Committee evaluated performance under the 2021 AIP. The Compensation and Talent Committee determined that the Company’s adjusted EBITDA margin % and free cash flow performance exceeded targets while the organic revenue growth performance was missed by 1/10th of a percent resulting in a total pool funding of 122.9%.

 

Metric   Weight     Target     Result     Funding  
Adjusted EBITDA Margin % at constant currency1     30     42.30     42.5 %2      133
Organic Revenue growth rate at constant currency1     35     5     4.9     95
Free Cash Flow     35   $ 605MM     $ 647MM       142
Overall Funding                             122.9

 

1   We calculate constant currency percentages by converting our prior-period local currency financial results using the current period foreign currency exchange rates and comparing these adjusted amounts to our current period reported results. Please see Annex C for additional information and reconciliations to the most directly comparable GAAP financial measures, as applicable.

 

2   For the purposes of AIP, margin is calculated without the impact of fluctuation in foreign exchange rates. As a result, the reported margin of 42.6% is 42.5% for AIP purposes.

AIP Payout Determinations and Approval

Based on this AIP funding level and individual performance assessments (described in detail below), the Compensation and Talent Committee approved the following payouts for the 2021 AIP payout plan. Our NEOs were paid slightly below plan funding of 122.9% to allow for more differentiation amongst our top performers.

 

Name   AIP Target ($)    

Approved AIP

Payout ($)

    Approved AIP
Payout %
 
David Kenny   $ 1,925,000     $ 2,271,500       118.0
Linda Zukauckas   $ 900,000     $ 1,100,000       122.2
Karthik Rao   $ 600,000     $ 735,000       122.5
George D. Callard   $ 625,000     $ 737,500       118.0
Laurie Lovett   $ 500,000     $ 590,000       118.0

 

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2021 NEO PERFORMANCE ASSESSMENT

Each NEO’s performance was assessed on total Company financial performance (as described above under “– Annual Incentive Plan – 2021 Financial Performance and AIP Funding”) and their individual performance against their performance goals. We discuss the 2021 performance of each NEO below.

 

 

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David Kenny

  

 

Chief Executive Officer (since December 2018)

 

Key Responsibilities:

 

Mr. Kenny is responsible for managing the Company’s strategic priorities, operating results and overall organizational health.

 

Key Achievements:

 Delivered strong financial performance including 4.9% revenue growth on an organic constant currency basis1,2, 5.4% constant currency adjusted EBITDA growth1, 79 bps of constant currency1 margin expansion and free cash flow1 of $647 million.

 Executed on the successful sale and operational separation of Global Connect to affiliates of Advent International Corporation.

 Significantly advanced our streaming first business with robust growth in digital ratings and Gracenote. We also drove solid growth of our digital products with legacy national media clients.

 Executed on significant revenue growth in international markets.

 Met commitments for significant product milestones including CTV measurement, launching a new ID graph for digital and cross-media, Nielsen One Alpha for Advertisers, Lift in most international markets and Gracenote Inclusion Analytics.

 We kept our people safe and healthy as the global pandemic continued in 2021. We continued to make significant progress on our gender representation, including senior female representation which increased from 36% to 42%. We also saw senior level Black and Hispanic representation increase over Q4 2020 from 2.0% to 2.8% and from 4.0 to 5.5% respectively.

 

 

 

1 

Please see Annex C for additional information and reconciliations to the most directly comparable GAAP financial measures, as applicable.

2 

Organic revenue growth excludes impact of acquisitions/divestitures/business and market exits completed in the past 12 months.

 

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Linda Zukauckas

  

 

Chief Financial Officer (since February 2020)

 

Key Responsibilities:

 

Ms. Zukauckas is responsible for managing overall financial performance, capital planning and allocation, controllership, tax, treasury, investor relations and capital market transactions while also overseeing procurement, real estate and our global enterprise resource planning system.

 

Key Achievements:

 

 Improved the Company’s financial performance by delivering strong financial results consistent with our medium-term targets, including; 4.9% revenue growth on an organic constant currency basis1,2, 5.4% constant currency adjusted EBITDA growth1, 79 bps of constant currency1 margin expansion (to 42.6%) and a 10%+ increase in free cash flow1, to $647 million.

 Strengthened the Company’s balance sheet, using net proceeds from the sale of Global Connect and cash flow from operations to reduce debt by $2.7 billion, reducing our net debt leverage ratio1 by over half a turn, to 3.5x, the lowest level in eight years.

 Accessed the unsecured bond market, refinancing $1.25 billion of secured debt, replacing all 2022 maturities with the 8- and 10-year bond issuances.

 Played a key leadership role in the sale of Global Connect to affiliates of Advent International Corporation.

 Standardized and streamlined end-to-end financial processes following the sale of Global Connect, improving the transparency and rigor of data and supporting details for important business decisions and trade-offs.

 

   

 

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Karthik Rao

  

Chief Operating Officer (since March 2021)

 

Key Responsibilities:

 

Mr. Rao has responsibility for the development and execution of our product roadmap, technology, overall operations, data quality and panel.

 

Key Achievements:

 

 Led the recovery of our Nielsen panel after the decline in panel size in 2020, meeting our year-end target of 41,000 homes.

 Drove our product roadmap, including the launch of Nielsen ONE Alpha in January 2022, the launch of Gracenote Inclusion Analytics, YouTube CTV, Samsung CTV, and Streaming Signals.

 Led the operational separation of the Nielsen Media and Connect businesses upon the sale of Global Connect, meeting all objectives.

 Drove a strong focus on the single platform strategy – with more products operating off the media platform globally.

 Drove retention initiatives to manage through the great resignation, including hiring and developing the next generation of leaders across functions.

 

 

1 

Please see Annex C for additional information and reconciliations to the most directly comparable GAAP financial measures, as applicable.

2 

Organic revenue growth excludes impact of acquisitions/divestitures/business and market exits completed in the past 12 months.

 

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George D. Callard

  

 

Chief Legal and Corporate Affairs Officer (since January 2019)

 

Key Responsibilities:

 

Mr. Callard is responsible for the development and execution of legal, regulatory and government strategies, compliance, and security strategies including both cybersecurity and physical security.

 

Key Achievements:

 

 Completed the sale of Global Connect to affiliates of Advent International Corporation, which closed in Q1 2021, including managing through the completion of transition services agreements.

 Realigned the legal and corporate affairs team to better support and drive efficiencies in our business, including increasing speed and efficiency of our M&A activity.

 Drove increased active policy advocacy, especially outside of the US.

 Contributed to our organizational imperative around DE&I by increasing our spend with minority-owned law firms.

 

 

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Laurie Lovett

  

 

Chief People Officer (since January 2020)

 

Key Responsibilities:

 

Ms. Lovett has responsibility for leading and executing the talent strategy including talent acquisition, people experience, leadership development, total rewards, and people analytics and operations.

 

Key Achievements:

 

 Continued leadership of our COVID-19 and crisis response efforts across both the US and global markets.

 Led our ‘future of work’ transformation to modernize where and how we work to attract and retain the workforce of the future.

 Drove focus on talent growth and retention, including, filling a large number of open roles, implementing a robust engagement and retention strategy, managing two cycles of talent reviews and succession planning, and implemented targeted talent development initiatives central to the company’s DE&I initiatives.

 Led the optimization and modernization of our HR systems and processes.

 Served as executive sponsor of our ADEPT BRG.

 

 

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LONG-TERM INCENTIVES (LTI)

The purpose of long-term incentive awards is to focus executives on long-term sustainable performance and to align executive rewards with long-term returns delivered to shareholders.

Equity-based awards are made to executives, other employees and directors pursuant to the Nielsen 2019 Stock Incentive Plan (the “2019 Plan”). For our NEOs, our design provides 60% of the LTI subject to quantifiable long-term performance metrics, which are granted as PRSUs.

Equity-based awards are made to executives, other employees and directors pursuant to the 2019 Plan. Our design provides that at least 60% of the LTI subject to quantifiable long-term performance metrics granted in the form of PRSUs. For 2021, we also employed performance stock options that may be earned based on the improvement in share price to further align executive and shareholder interests. As a result, 70% of LTI for our CEO and between 74%-84% of LTI for other NEOs was granted in performance-based equity for 2021. Currently, all long-term incentives are delivered as equity-based awards.

We grant the service-based portion of the LTI opportunity as RSUs to align with market practice in the digital marketplace in which we compete for top talent and in recognition that RSUs incent executives to improve performance through share price appreciation. RSUs also provide a powerful retention effect. Currently, all long-term incentives are delivered as equity-based awards.

Prior to finalizing award sizes, the Compensation and Talent Committee considers:

 

   

Current Company financial performance and individual performance;

 

   

General industry market benchmarks and peer group data provided by its compensation consultant;

 

   

Executives’ total direct compensation mix and prior year award values; and

 

   

Changes in role and job responsibilities.

Performance Restricted Stock Units Awarded Under the Long-Term Performance Plan (LTPP)

2021 Plan

LTPP participants are awarded a target number of PRSUs that are earned subject to the Company’s performance against cumulative three-year performance metrics. After completing the sale of Global Connect, 2021 marked the return to our normal 3-year performance cycle since 2020 was a 1-year performance period. For the 2021 plan, there were two core metrics. 50% of the total LTPP award opportunity was based on 3-year average organic revenue growth rate and the remaining 50% was based on the 3-year cumulative FCF/EBITDA Conversion. The average organic revenue growth rate metric replaced the revenue growth metric from the 2020 LTPP and 3-year cumulative FCF/EBITDA conversion replaced the adjusted EPS metric from the 2020 LTPP. Relative TSR (RTSR) which had been removed from the 2020 plan due to the shortened 12-month performance period, was reinstated in the 2021 plan. Relative TSR acts as a modifier to the overall results of the core metric performance.

The performance period for the 2021 grant commenced on January 1, 2021 and ends on December 31, 2023. Earned PRSUs will be settled in Nielsen shares. Based on the performance at the end of the performance period, executives may earn less or more than the target PRSUs granted. Organic revenue below 3.5% or FCF/EBITDA conversion below 40% of target will result in zero percent payout for that metric. Payouts for each metric are calculated independently of each other. The maximum payout for each metric is 200%. Free Cash Flow Conversion is calculated by dividing 3-year cumulative Free Cash Flow by 3-year cumulative adjusted EBITDA.

 

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The table below summarizes the LTPP performance-payout matrix for the 2021 cycle.

 

Plan Design1                      
Metric   Weight         Threshold   Target   Maximum

3-year average organic revenue growth rate

  50%     Performance     3.5%   5.0%   6.0%
          Payout     50%   100%   200%

3-year cumulative FCF/Adjusted EBITDA Conversion

  50%     Performance     40%   45%   50%
          Payout     50%   100%   200%

The payouts earned from the two core metrics are adjusted by applying a multiplier whose size and direction up or down is based on our RTSR percentile positioning against the peer group. RTSR performance between the 40th and 60th percentile of the peer group does not warrant any modification to payouts earned based on organic revenue growth and FCF/EBITDA conversion performance. If the RTSR performance falls between 60th and 75th percentile, a multiplier of 1.15 is applied to the payout earned based on core metrics. Similarly a multiplier of 1.25 is applied for RTSR performance falling above 75th percentile of the peer group. No upside modifier is applied if one of the core metrics does not meet threshold performance. Total payout under the plan remains capped at 200% of target.

On the downside if RTSR performance falls between the 25th and 40th percentile, a multiplier of 0.85 is applied to the payout earned based on core metrics. Similarly a multiplier of 0.75 is applied for RTSR performance falling below the 25th percentile of the peer group. The illustration below summarizes how the modifier works.

 

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Relative Total Shareholder Return Peer Group

Each year, the Compensation and Talent Committee reviews the peer group in order to determine the appropriate peer companies used to measure our relative total shareholder return for grants made that year under the LTPP. In their review of the peer group used to measure relative total shareholder return, the Compensation and Talent Committee considers the following:

 

   

Companies in businesses similar to Nielsen and/or representative of the markets it serves;

 

   

Companies with similar economic profiles to Nielsen; and

 

   

Companies with historical stock price correlation to Nielsen’s stock price.

After the review, the Compensation and Talent Committee determined that the benchmarking peer group that is used to evaluate grants made that year and set compensation levels discussed under “— Compensation Practices and Governance — Benchmarking” would also be used to evaluate RTSR performance under the 2021 LTPP.

 

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2021 LTI Grant Target Values

 

Name    2020 LTI Target      2021 LTI Target      % Change from 2020
David Kenny1    $ 7,700,000      $ 8,700,000      13%
Linda Zukauckas    $ 2,750,000      $ 2,750,000      0%
Karthik Rao2      N/A      $ 1,200,000      N/A
George D. Callard3    $ 1,800,000      $ 1,500,000      (17)%
Laurie Lovett    $ 1,000,000      $ 1,000,000      0%

 

1   The Board approved a one-time increase of $1,000,000 to Mr. Kenny’s 2021 LTI target in recognition of his contributions towards the sale of Global Connect in 2021.

 

2   N/A indicates new NEO for 2021.

 

3   The Compensation and Talent Committee approved a one-time increase of $600,000 to Mr. Callard’s 2020 LTI target in recognition of his exceptional contributions to the strategic review process that Mr. Callard had been running since joining in January 2019. Additionally, the Compensation and Talent Committee approved an increase of $300,000 to Mr. Callard’s 2021 LTI target to align him to the market.

Performance Stock Options (“PSOs”)

In addition to the LTI targets listed in the “2021 LTI Grant Target Values” table, the Compensation and Talent Committee approved a one time grant of PSOs for 2021 in recognition of the significant changes to our business, to drive future shareholder value creation and align management interests with the strategic objectives of the Company going forward. Specifically, we made PSO awards with a grant date fair value of $1,500,000 to Messrs. Kenny, Rao and Callard and Mses. Zukauckas and Lovett. The PSO awards represent the option to purchase 195,059 shares of Company common stock with a seven-year term and an exercise price equal to the closing price of Company common stock on March 11, 2021 of $26.06, which are subject to both performance and time vesting requirements. The performance vesting requirement will be satisfied upon the Company’s common stock achieving a closing market price per share of at least $35.18, which is 35% above the closing price of Company common stock on March 11, 2021, for a period of at least 21 consecutive trading days before March 11, 2025 and the time vesting requirement will be satisfied on March 11, 2025.

The Compensation and Talent Committee considers the performance vesting requirements of the PSO award to be very rigorous, and that the recipients would only realize value if significant shareholder value is created, and if they remain employed as of March 11, 2025. As of December 31, 2021, when the closing price of our stock was $20.51, stock appreciation of 71.5%, and market cap value (assuming constant share count) increase of $5.26 billion was required for the performance vesting requirement to be satisfied.

 

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PRSU PAYOUTS UNDER THE 2019 AND 2020 LTPP

2019 LTPP Performance

The Compensation and Talent Committee determined to end the performance period of the 2019 LTPP at the end of 2020 due to the sale of Global Connect but retained the full three-year period before any PRSUs earned would vest. The performance targets shown below represent the two year targets determined using Years 1 and 2 of the three year plan that was set out in 2019. While we had a revenue decline in 2020 due to COVID-19 pandemic, we were able to meet the adjusted EPS threshold primarily due to expense control measures. As of December 31, 2021, only Mr. Kenny and Mr. Callard held PRSUs under the 2019 LTPP.

 

Plan Metrics

Jan 1, 2019 – Dec 31, 2020

 

Final Results Based on Performance from

Jan 1, 2019 – Dec 31, 2020

Elements  

Performance

Target for

100% Payout

  Result   Weight  

Payout

Percentage

Adjusted EPS1   $3.47   $3.47   50%   100%
Revenue CAGR2   2.0%   (0.4%)   50%   0%
Relative Total Shareholder Return3   N/A   0.75 Modification   Modifier   N/A
Total Shares   N/A   N/A   100%   37.5%

 

1   GAAP EPS plus add backs which may include amortization related to acquired intangible assets, restructuring, goodwill and other long-lived asset impairments, and other non-operating items. (A complete definition can be found in Annex C).

 

2   Income generated from sale of goods or services before any costs or expenses are deducted all in accordance with US GAAP, as depicted in the Condensed Consolidated Financial Statements in Nielsen’s applicable annual financial statements.

 

3   The relative total shareholder return LTPP performance measure is the change in our stock price over the three-year performance period, assuming monthly reinvestment of dividends, compared to that of a peer group of companies.

2020 LTPP Performance

Due to the impending separation of Global Connect, the 2020 plan was set with one-year performance targets. The performance for the plan was approved by the Compensation and Talent Committee in February 2021. The PRSUs will vest at the end of 2022 for the 2020 plan as per the 3-year vesting schedule.

 

Plan Metrics

Jan 1, 2020 – Dec 31, 2020

 

Final Results Based on Performance from

Jan 1, 2020 – Dec 31, 2020

Elements  

Performance

Target for

100% Payout

  Result   Weight  

Payout

Percentage

Adjusted EPS1   $1.77   $1.67   50%   50%
Revenue2   3.0%   (2.3%)   50%   0%
Total Shares   N/A   N/A   100%   25%

 

1   GAAP EPS plus add backs which may include amortization related to acquired intangible assets, restructuring, and other non-operating items. (A complete definition can be found in Annex C).

 

2   Income generated from sale of goods or services before any costs or expenses are deducted all in accordance with US GAAP, as depicted in the Condensed Consolidated Financial Statements in Nielsen’s applicable annual financial statements

Summary of Recent LTPP Payouts

Below is a table of recent and future payouts under our LTPP. Our variable pay programs continue to operate as intended.

 

Year Granted   2019     2020  
Payout Percentage     37.5%       25%  

 

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PROGRAM CHANGES AND DETERMINATIONS FOR 2022

Our 2022 incentive plans were unchanged from the 2021 plans.

COMPENSATION PRACTICES AND GOVERNANCE

Compensation and Talent Committee

In February 2021, we amended our Compensation Committee charter to rename the Compensation Committee the Compensation and Talent Committee. The Compensation and Talent Committee regularly reviews the philosophy and goals of the executive compensation program and assesses the effectiveness of compensation practices and processes. The Compensation and Talent Committee sets performance goals and assesses performance against these goals. The Compensation and Talent Committee considers management’s recommendations, the peer group benchmark compensation information and general market survey data provided by its independent consultant as well as the judgment of the CEO on the performance of his direct reports. The CEO does not participate in the Compensation and Talent Committee discussion regarding his own compensation. The Compensation and Talent Committee makes its decisions based on its assessment of both Nielsen and individual performance against goals, and on its judgment as to what is in the best interests of Nielsen and its shareholders.

The responsibilities of the Compensation and Talent Committee are described more fully in its charter, which is available on the Corporate Governance page of our website at www.nielsen.com/investors under Corporate Governance — Governance Documents — Compensation and Talent Committee Charter. In fulfilling its responsibilities, the Compensation and Talent Committee is entitled to delegate any or all of its responsibilities to subcommittees of the Compensation and Talent Committee. The Compensation and Talent Committee may delegate to one or more officers of the Company the authority to make grants and awards of cash or options or other equity securities to any non-Section 16 officer of the Company under the Company’s incentive-compensation or other equity-based plans as the Compensation and Talent Committee deems appropriate and in accordance with the terms of such plan; so long as such delegation is in compliance with the relevant plan and subject to the laws of England and Wales and the Company’s articles of association.

Independent Compensation Consultant

The Compensation and Talent Committee retained Meridian Compensation Partners, LLC (“Meridian”) as its compensation consultant until October 2021. After a comprehensive RFP process, the Compensation and Talent Committee selected Pay Governance LLC (“Pay Governance”) to be its compensation consultant starting in November 2021. Each compensation consultant has provided market data and perspective on Executive and Non-Executive Director compensation and related governance. Meridian and its affiliates as well as Pay Governance did not provide any services to Nielsen or its affiliates in 2021 other than executive and director compensation consulting to the Compensation and Talent Committee. Discussions between the compensation consultant and Nielsen management are limited to those necessary to complete work on behalf of the Compensation and Talent Committee.

The Compensation and Talent Committee determined that each compensation consultant and its lead consultant for Nielsen satisfy the independence factors described in the NYSE listing rules. The Compensation and Talent Committee also determined that the work performed by each compensation consultant in 2021 did not raise any conflict of interest issues.

Benchmarking

The Compensation and Talent Committee uses a peer group of companies, selected for their business relevance and size appropriateness to Nielsen, as one of many considerations when making executive compensation pay decisions. To account for differences in Nielsen’s size compared to market benchmarks, the market data are statistically adjusted as necessary to allow for valid comparisons to similarly sized companies. The peer group information may also be supplemented by general industry survey data

 

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selected by our compensation consultant to provide reasonable benchmarks for a company of Nielsen’s size and business type. Since the sale of Global Connect to affiliates of Advent International Corporation was announced in late 2020, a comprehensive peer group review was done by our compensation consultant to arrive at the below listed peer group which more accurately reflects the size and financial characteristics of Nielsen as a standalone media company.

 

2021 Peer Group     
Alliance Data Systems Corporation    Teradata Corporation
comScore Inc    The Interpublic Group of Companies, Inc.
CoreLogic, Inc    The Trade Desk, Inc.
Equifax Inc.    Thomson Reuters Corporation
Experian plc    TransUnion
Fair Isaac Corporation    Verint Systems
Gartner, Inc.    Verisk Analytics, Inc.
IHS Markit Ltd.     

Consideration of Risk

The Compensation and Talent Committee conducted a risk assessment of Nielsen’s 2021 pay practices, which included the review of a report prepared by its compensation consultant. As a result of this assessment, the Compensation and Talent Committee concluded that it believes that Nielsen’s pay programs are not reasonably likely to have a material adverse effect on Nielsen, its business and its value. Specifically, the Compensation and Talent Committee noted the following:

 

   

Good balance of fixed and at-risk compensation, including a good balance of performance in LTI plans.

 

   

Overlapping vesting periods that expose managers to consequences of their decision-making for the period during which the business risks are likely to materialize.

 

   

Adjusted EBITDA margin, organic revenue and free cash flow, all Company-wide financial metrics, fund annual incentives.

 

   

Funding under the AIP is capped at 200% of the aggregate target award opportunities.

 

   

Payouts under the LTPP are capped at 200% of a recipient’s target award opportunity.

 

   

A small number of associates receive commission and sales incentive payments. Nielsen management completed an annual review of their commission and sales incentives to ensure that they do not provide employees with an incentive to take unexpected or higher levels of risk.

 

   

Nielsen introduced a share purchase plan in 2016, which provides employees with the opportunity to purchase shares through payroll deduction. The purchase of shares aligns the interests of employees with the interests of shareholders and increases employee focus on longer-term performance. As of December 2021, the program has been rolled out to ~75% of global associates.

 

   

Executive compensation is benchmarked annually.

 

   

The Compensation and Talent Committee retains an independent compensation consultant.

 

   

Significant share ownership requirements for executives and independent directors.

 

   

Nielsen has a compensation clawback policy and anti-hedging policy.

 

   

Short-sales, hedging and pledging of shares subject to share ownership requirements is prohibited.

 

   

Nielsen has a robust code of conduct and whistleblower policy.

 

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Share Ownership Guidelines

To ensure strong alignment of executive interests with the long-term interests of shareholders, executives are required to accumulate and maintain a meaningful level of share ownership in the Company.

The table below presents the guidelines and actual share ownership as of December 31, 2021 for each of our NEOs.

 

Name   Guideline   Guideline Shares1     Share Ownership2  

David Kenny

  6 x salary     380,300       761,033  

Linda Zukauckas

  3 x salary     117,000       214,647  

Karthik Rao

  3 x salary     87,800       122,915  

George D. Callard

  1 x salary     28,000       86,145  

Laurie Lovett

  1 x salary     24,400       40,150  

 

1   The guideline shares were reset using $20.51, the closing price of our common stock on the NYSE on December 31, 2021.

 

2   Eligible shares include beneficially owned shares held directly or indirectly, jointly owned shares and unvested RSUs.

Other Policies and Guidelines

Perquisites

We provide our NEOs with limited perquisites, reflected in the “All Other Compensation” column of the Summary Compensation Table and described in the footnotes. NEOs may claim financial planning and executive wellness expenses capped each year at $15,000 and $2,500, respectively. In very limited circumstances, we may permit NEOs and their family members to access our contractual arrangement for private aircraft for their personal use. None of the NEOs used the aircraft for personal use in 2021. In certain circumstances, where necessary for business purposes, we also provide reimbursement for relocation expenses or a portion of the legal fees incurred by an executive in connection with accepting his or her position with us.

Severance

We believe that severance protections play a valuable role in attracting and retaining key executive officers. The terms of our policy are described in further detail under “— Tables and Narrative Disclosure — Potential Payments Upon Termination or Change in Control”.

Change in Control

Equity awards made in 2011 or later, under the Amended and Restated Nielsen 2010 Stock Incentive Plan (“2010 Plan”) and the 2019 Plan do not vest automatically solely in the event of a change in control. The treatment of unvested equity awards upon a change in control is described in further detail under “— Tables and Narrative Disclosure — Potential Payments Upon Termination or Change in Control.”

Clawback Policy

Our clawback policy requires the CEO and his executive direct reports, in all appropriate cases, to repay or forfeit any bonus, short-term incentive award or amount, or long-term incentive award or amount awarded to the executive, and any non-vested equity-based awards previously granted to the executive if:

 

   

The amount of the incentive compensation was calculated based upon the achievement of certain financial results that were subsequently the subject of a restatement or the correction of a material error;

 

   

The executive engaged in intentional misconduct that caused or partially caused the need for the restatement or caused or partially caused the material error; and

 

   

The amount of the incentive compensation that would have been awarded to the executive, had the financial results been properly reported, would have been lower than the amount actually awarded.

 

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Short-Sales, Hedging and Pledging Prohibition

As part of our Securities Trading Policy, all employees, including our NEOs and non-employee directors, are prohibited from engaging in short-selling of our securities, trading activity designed to profit from fluctuations in the price of our securities or in hedging transactions involving our securities (including forward contracts, equity swaps, collars, exchange funds, puts, calls, options and derivative securities). In addition, no employees, including our NEOs and non-employee directors, may purchase the Company’s securities on margin, borrow against any account in which the Company’s securities are held, or pledge the Company’s securities as collateral for a loan.

Other Benefits

The CEO and other NEOs are eligible to participate in the health and welfare, defined contribution 401(k), and deferred compensation plans made available, per eligibility requirements, to all employees.

Tax Implications

The Compensation and Talent Committee takes into account the various tax and accounting implications of compensation. When determining amounts of equity grants to executives and employees, the Compensation and Talent Committee also examines the accounting cost associated with the grants.

Section 162(m) of the Internal Revenue Code, or Section 162(m), limits the tax deductibility of compensation for certain executive officers that is more than $1 million. Prior to the enactment of the Tax Cuts and Jobs Act, Section 162(m) provided an exemption from this deduction limitation for compensation that qualified as “performance-based compensation.” This exemption for “performance-based compensation” was repealed, effective for taxable years beginning after December 31, 2017. The Compensation and Talent Committee continues to have the flexibility to pay nondeductible compensation if it believes it is in the best interests of the Company.

COMPENSATION AND TALENT COMMITTEE REPORT

The Compensation and Talent Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based upon this review and discussion, the Compensation and Talent Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (or any amendment thereto).

Submitted by the Compensation and Talent Committee of the Company’s Board of Directors:

Nancy Tellem (Chairperson)

Guerrino De Luca

Janice Marinelli Mazza

Lauren Zalaznick

 

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TABLES AND NARRATIVE DISCLOSURE

SUMMARY COMPENSATION TABLE

The following table presents information regarding compensation to our NEOs for the periods indicated.

 

  Name and

  Principal Position

  Year    

Salary

($)

   

Bonus1

($)

   

Stock

Awards2

($)

   

Option

Awards3

($)

   

Non-Equity

Incentive Plan

Compensation4

($)

   

Change in Pension

Value and

Nonqualified

Deferred

Compensation

Earnings

($)

   

All Other

Compensation5

($)

   

Total

($)

 
  (a)   (b)     (c)     (d)     (e)     (f)     (g)     (h)     (i)     (j)  

  David Kenny

  Chief Executive Officer

    2021       1,300,000             8,700,000       1,500,004       2,271,500             26,842       13,798,346  
    2020       1,268,250       877,800       7,700,000             825,825             23,550       10,695,425  
    2019       1,300,000       2,500,000       7,000,000             2,073,000             63,400       12,936,400  

  Linda Zukauckas

  Chief Financial Officer

    2021       800,000               2,750,000       1,500,004       1,100,000             14,293       6,164,297  
    2020       704,923       1,860,400       6,350,000       420,000       386,100             20,948       9,742,371  

  Karthik Rao

  Chief Operating Officer

    2021       600,000               1,200,000       1,500,004       735,000       (1,789     25,150       4,058,365  
                                                                       

  George D. Callard

  Chief Legal and

  Corporate Affairs Officer

    2021       575,000               1,500,000       1,500,004       737,500             21,019       4,333,523  
    2020       573,010       597,500       1,800,000             268,125             18,981       3,257,616  
    2019       528,558       250,000       1,200,000             690,000             44,310       2,712,868  

  Laurie Lovett

  Chief People Officer

    2021       500,000       83,333       1,000,000       1,500,004       590,000             15,062       3,688,399  
    2020       469,423       561,333       1,000,000             214,500             4,831       2,250,087  

 

1   Bonus

 

    For Ms. Lovett, $83,333 was paid in July 2020 and $83,333 was paid in January 2021 as new hire award payments. In addition, $250,000 was paid in March 2021 as a special cash award in recognition of her significant contributions for 2020.

 

2   Stock Awards

 

    Represents the aggregate grant date fair value of the equity-based awards granted to each NEO calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation (the “FASB ASC Topic 718”). For a discussion of the assumptions and methodologies used to value the awards reported in column (e), please see Note 14 “Share-Based Compensation” to our audited consolidated financial statements, included in our Annual Report on Form 10-K for the year ended December 31, 2021. All numbers exclude estimates of forfeitures. No awards were subject to re-pricing or material modifications. Further, in accordance with the SEC’s rules, dividend equivalents that accrued on the executives’ RSUs granted in 2021 are not reported above because dividends were factored into the grant date fair value of these awards.

 

    Values for awards made in 2021:

 

    PRSUs – Target amounts granted on March 11, 2021 under the LTPP, based on the probable outcome of the relevant performance conditions: Messrs. Kenny — $6,262,650, Rao — $802,317 and Callard — $1,002,925 and Mses. Zukauckas — $1,838,697 and Lovett — $668,617. The maximum award value at the date of grant are as follows: Messrs. Kenny — $12,525,300, Rao — $1,604,634 and Callard — $2,005,851 and Mses. Zukauckas — $3,677,393 and Lovett — $1,337,234. Of the PRSUs granted in 2021 that vest based on achievement of the average organic revenue growth rate performance goals, the grant date fair value was computed in accordance with FASB ASC Topic 718 based upon the probable outcome of the performance conditions as of the grant date. Assuming the highest level of performance achievement as of the grant date, the grant date fair value of the PRSUs that vest based on achievement of average organic revenue growth rate would have been: Messrs. Kenny — $6,262,650, Rao — $802,317 and Callard — $1,002,925 and Mses. Zukauckas — $1,838,697 and Lovett — $668,617. Of the PRSUs granted in 2021 that vest based on the achievement of the FCF/EBITDA Conversion performance goals, the grant date fair value was computed in accordance with FASB ASC Topic 718 based upon the probable outcome of the performance conditions as of the grant date. Assuming the highest level of performance achievement as of the grant date, the grant date fair value of the PRSUs that vest based on the achievement of the FCF/EBITDA Conversion performance goals would have been: Messrs. Kenny — $6,262,650, Rao — $802,317 and Callard — $1,002,925 and Mses. Zukauckas — $1,838,697 and Lovett — $668,617.

 

     Annual RSUs – Amounts were awarded to the NEOs on March 11, 2021 as follows: Messrs. Kenny — $3,080,005, Rao — $479,999 and Callard — $600,005 and Mses. Zukauckas — $1,099,993 and Lovett — $399,995.

 

3   Option Awards

 

    Represents the aggregate grant date fair value of stock options awarded to each NEO calculated in accordance with FASB ASC Topic 718. For a discussion of the assumptions and methodologies used to value the awards reported in column (f), please see Note 14 “Share-Based Compensation” to our audited consolidated financial statements, included in our Annual Report on Form 10-K for the year ended December 31, 2021. All numbers exclude estimates of forfeitures. No awards were subject to repricing or material modifications. Amounts were awarded to the NEOs on March 11, 2021 as follows: Messrs. Kenny—$1,500,004, Rao —$1,500,004 and Callard —$1,500,004 and Mses. Zukauckas —$1,500,004 and Lovett —$1,500,004

 

4   Annual incentive amounts for performance in 2021 were paid 100% in cash on March 4, 2022.

 

5   All Other Compensation (2021 values): Mr. Kenny: financial planning expenses: $15,000; executive wellness expenses: $2,500;
    retirement plan contributions: $8700; and work from home allowance: $642

 

    Ms. Zukauckas: financial planning expenses: $7,985; retirement plan contributions: $6,058; and work from home reimbursement: $250.

 

    Mr. Rao: financial planning expenses: $15,000; retirement plan contributions: $8,700; health savings account plan contributions: $1,200; and work from home reimbursement: $250.

 

    Mr. Callard: financial planning expenses: $15,000; and retirement plan contributions: $5,769; and work from home reimbursement: $250.

 

    Ms. Lovett: financial planning expenses: $6,112; retirement plan contributions: $8,700; and work from home reimbursement: $250

 

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GRANTS OF PLAN-BASED AWARDS IN 2021

The following table presents information regarding plan-based awards to our NEOs during the fiscal year ended December 31, 2021.

 

         

Estimated Future Payouts

Under Non-Equity Incentive  Plan
Awards1

   

Estimated Future Payouts

Under Equity Incentive Plan Awards

       
  Name   Grant Date    

Threshold

($)

   

Target

($)

   

Maximum

($)

   

Threshold2

(#)

   

Target3

(#)

   

Maximum4

(#)

   

All Other

Stock

Awards:

Number of

Shares of

Stocks or

Units

(#)

   

All Other

Options

Awards:

Number of

Securities

Underlying

Options

(#)

   

Exercise

or Base

Price of

Option

Awards

($/Sh)

   

Grant

Date

Fair Value

of Stock

and

Option

Awards5

($)

 
  (a)   (b)     (c)     (d)     (e)     (c)     (d)     (e)     (i)     (j)     (k)     (l)  
  David Kenny             962,500       1,925,000       3,850,000                                   $        
    3/11/2021                         107,828       215,656       431,312                 $       6,262,650  
    3/11/2021                                               118,189                       3,080,005  
    3/11/2021                               195,059 6                      $ 26.06       1,500,004  
  Linda Zukauckas             450,000       900,000       1,800,000                                   $        
    3/11/2021                         31,658       63,316       126,632                 $       1,838,697  
    3/11/2021                                           42,210           $       1,099,993  
    3/11/2021                               195,059 6                      $ 26.06       1,500,004  
  Karthik Rao       300,000       600,000       1,200,000                                   $        
    3/11/2021                         13,814       27,628       55,256                 $       802,317  
    3/11/2021                                           18,419           $       479,999  
    3/11/2021                               195,059 6                      $ 26.06       1,500,004  
  George D. Callard             312,500       625,000       1,250,000                                   $        
    3/11/2021                         17,268       34,536       69,072                 $       1,002,925  
    3/11/2021                                               23,024                       600,005  
    3/11/2021                               195,059 6                      $ 26.06       1,500,004  
  Laurie Lovett             250,000       500,000       1,000,000                                   $        
    3/11/2021                         11,512       23,024       46,048                 $       668,617  
    3/11/2021                                               15,349                       399,995  
    3/11/2021                               195,059 6                      $ 26.06       1,500,004  

 

1   Reflects the cash incentive opportunities under the AIP for 2021, assuming a 50% (threshold), 100% (target) and 200% (maximum) achievement level, as described under “— Compensation Discussion and Analysis — 2021 Total Target Direct Compensation — Annual Incentive Plan — AIP Payout Determinations and Approval.”

 

2   Represents 50% of the number of PRSUs awarded under the LTPP for March awards.

 

3   Represents the number of PRSUs awarded under the LTPP for March awards.

 

4   Represents 200% of the number of PRSUs awarded under the LTPP for March awards.

 

5   Represents the grant date fair values computed in accordance with FASB ASC Topic 718 of the RSUs, PRSUs and PSOs. See footnote 2 to the Summary Compensation Table for additional information.

 

6   Represents a one-time award of PSOs.

 

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OUTSTANDING EQUITY AWARDS AT 2021 FISCAL YEAR-END

The following table presents information regarding the outstanding equity awards held by each of our NEOs as of December 31, 2021.

 

          Option Awards5     Stock Awards  
    Grant    

Number of

Securities

Underlying

Unexercised

Options

Exercisable1

   

Number of

Securities

Underlying

Unexercised

Options

Unexercisable1

   

Equity
Incentive

Plan
Awards:

Number of

Securities

Underlying

Unexercised

Unearned

   

Option

Exercise

Price

   

Option

Expiration

   

Number of

Shares or

Units of

Stock

That

Have Not

Vested2

   

Market Value of 

Shares or

Units of Stock

That Have Not

Vested4

   

Equity

Incentive

Plan

awards:

Number of 

unearned

shares,

units or

other

rights that 

have not

vested3

   

Equity

Incentive Plan

awards:

market or

payout value of 

unearned

shares, units

or other rights

that have not

vested4

 
Name   Date     (#)     (#)     Options1     ($)     Date     (#)     ($)     (#)     ($)  
David Kenny     12/3/2018                   750,000       40.00       12/3/2025                          
    3/1/2019                                     55,811       1,144,676              
    3/18/2020                                     146,837       3,011,637              
    3/18/2020                                                 71,829       1,473,213  
    03/11/2021                   195,059       26.06       03/11/2028                          
    03/11/2021                                                 215,656       4,423,105  
    03/11/2021                                     119,168       2,444,132              
Linda Zukauckas     2/3/2020                                     53,773       1,102,892              
    2/3/2020       33,333             66,667       20.61       2/3/2027                          
    3/18/2020                                                 25,653       526,143  
    3/18/2020                                     52,443       1,075,596              
    03/11/2021                   195,059       26.06       3/11/2028                          
    03/11/2021                                                 63,316       1,298,611  
    03/11/2021                                     42,560       872,897              
Karthik Rao     10/28/2015       15,394                   48.35       10/28/2022                          
    10/20/2016       15,964                   54.05       10/20/2023                          
    10/26/2018                                     3,322       68,127              
    03/01/2019                                     5,581       114,472              
    03/18/2020                                     45,767       938,689              
    03/11/2021                   195,059       26.06       3/11/2028                          
    03/11/2021                                                 27,628       566,650  
    03/11/2021                                     18,572       380,902              
George D. Callard     3/1/2019                                     9,568       196,247              
    3/18/2020                                                 16,791       344,383  
    3/18/2020                                     34,326       704,028              
    03/11/2021                   195,059       26.06       3/11/2028                          
    03/11/2021                                                 34,536       708,333  
    03/11/2021                                     23,215       476,133              
Laurie Lovett     3/18/2020                                                 9,329       191,338  
    3/18/2020                                     19,070       391,133              
    03/11/2021                   195,059       26.06       3/11/2028                          
    03/11/2021                                                 23,024       472,222  
    03/11/2021                                     15,476       317,415              

 

1   The stock options awards are subject to vesting schedules as follows:

 

   

The award of 750,000 premium stock options granted on December 3, 2018 to Mr. Kenny vest ratably over 3 years and carry an exercise price of $40 requiring growth of 42% over the stock price on the date of grant before they become valuable.

 

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The performance stock option awards of 100,000 granted to Ms. Zukauckas in 2020 vest ratably on each of the three anniversaries following the grant date and are only exercisable if the stock price growth target of 25% is achieved for 21 or more consecutive days within the three-year period. The performance criteria for this award has been fulfilled.

 

   

The performance stock option awards of 195,059 granted to Messrs. Kenny, Rao and Callard and Mses. Zukauckas and Lovett in 2021 cliff vest at the end of 4 years from date of grant and are only exercisable if the stock price growth target of 35% is achieved for 21 or more consecutive days within the three-year period. The

 

2   The RSU awards are subject to vesting schedules as follows:

 

   

October 26, 2018 awards to Mr. Rao time-vest ratably on each of the four anniversaries of the grant date.

 

   

March 1, 2019 awards to Messrs. Kenny and Callard time-vest ratably on each of the four anniversaries of the grant date.

 

   

The New Hire February 3, 2020 award to Ms. Zukauckas vests 40% on April 30, 2020, 30% on April 30, 2021 and 30% on April 30, 2022.

 

   

March 18, 2020 and March 11, 2021 awards to Messrs. Kenny, Rao and Callard and Mses. Zukauckas and Lovett time-vest ratably on each of the four anniversaries of the grant date.

 

3   The PRSUs are subject to vesting as follows:

 

   

The March 18, 2020 awards are scheduled to vest on December 31, 2022 based on the achievement of adjusted EPS and revenue over the one-year performance period (January 1, 2020 – December 31, 2020). The number 2020 PRSUs reflect performance at 25% as explained under“— Compensation Discussion and Analysis — 2021 Total Target Direct Compensation — Long Term Incentives — PRSU Payouts under the 2019 and 2020 LTPP- 2020 LTPP Performance”. Market value is based on $20.51 per share, the closing price of our common stock on the NYSE on December 31, 2021

 

   

The March 11, 2021 awards are scheduled to vest on December 31, 2023 based on the achievement of average organic revenue growth rate and cumulative FCF/EBITDA conversion over the three -year performance period (January 1, 2021 – December 31, 2023). The number and market value of 2021 PRSUs reflect target performance through December 31, 2021.

 

   

Provided that the NEO remains employed through the end of the applicable performance period, the PRSUs become vested, earned and non-forfeitable in respect of a number of shares of our common stock based on the Compensation and Talent Committee’s determination following the end of the applicable performance period of the level of achievement.

 

4   Market value is based on $20.51 per share, the closing price of our common stock on the NYSE on December 31, 2021.

 

5   For information on vesting upon specified termination events or a change in control, see “- Potential Payments Upon Termination or Change in Control”

OPTION EXERCISES AND STOCK VESTED IN 2021

The following table presents information regarding the value realized by each of our NEOs upon the exercise of option awards or the vesting of stock awards during the fiscal year ended December 31, 2021.

 

    Option Awards     Stock Awards  
Name  

Number of

Shares
Acquired

on Exercise

   

Value

Realized on

Exercise

   

Number of

Shares
Acquired

on Vesting1

   

Value

Realized on

Vesting2

 
    (#)     ($)     (#)     ($)  
David Kenny                 367,690       7,837,033  
Linda Zukauckas                 27,748       589,212  
Karthik Rao                 70,669       1,819,074  
George D. Callard                 26,089       610,058  
Laurie Lovett                 6,304       164,030  

 

1   Includes shares of Nielsen stock received from the vesting of previously granted RSUs.

 

2   Reflects the fair market value on the vesting date multiplied by the number of shares vested.

NONQUALIFIED DEFERRED COMPENSATION FOR 2021

The Company offers a voluntary nonqualified deferred compensation plan in the United States, which allows selected executives the opportunity to defer a significant portion of their base salary and incentive payments to a future date. Earnings on deferred amounts are determined with reference to designated mutual funds. Eligible employees may contribute up to 75% of their base salary and up to 80% of their annual incentive award.

 

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Table of Contents

The following table presents information regarding non-qualified deferred compensation arrangements with each of our NEOs during the fiscal year ended December 31, 2021.

 

    

Executive

Contributions

in Last FY1

    

Registrant

Contributions

in Last FY

    

Aggregate

Earnings

in Last

FY2

    

Aggregate

Withdrawals/

Distributions

    

Aggregate

Balance

at Last

FYE3

 
Name    ($)      ($)      ($)      ($)      ($)  

David Kenny

     295,633               124,542               951,629  

Linda Zukauckas

                                  

Karthik Rao