Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 30, 2021, Charles Fisher notified comScore, Inc. (the "Company") of his resignation from the Board of Directors of the Company (the "Board"), effective immediately. Mr. Fisher's resignation was in connection with his upcoming departure from an affiliate of Charter Communications Holding Company, LLC ("Charter"), which had designated him as a director pursuant to the Stockholders Agreement, dated March 10, 2021, between the Company, Charter and the other purchasers of the Company's Series B Convertible Preferred Stock (the "SHA").
Also on March 30, 2021, pursuant to the SHA, Charter designated Pierre-Andre Liduena to replace Mr. Fisher as a member of the Board. Effective as of April 5, 2021, pursuant to the SHA and as approved by the Board, Mr. Liduena was appointed to serve as a Class III director with a term expiring at the 2022 annual meeting of stockholders of the Company. Mr. Liduena was appointed to serve as chair of the Board’s Finance and Acquisitions Committee and as a member of the Audit Committee and the Nominating and Governance Committee.
Mr. Liduena will earn cash retainers for Board service and service on certain Board committees in accordance with the Company's standard director compensation program, as described in the Company’s definitive proxy statement for its 2020 annual meeting of stockholders, filed with the U.S. Securities and Exchange Commission on May 29, 2020. In addition, pursuant to the Company's standard director compensation program, Mr. Liduena will receive a restricted stock unit grant valued at $62,500 (prorated for partial service during the 2020-2021 Board term), which will vest on the earliest of the Company's 2021 annual meeting of stockholders, June 30, 2021 or a change in control of the Company, with vested units to be deferred and delivered in shares of Common Stock upon the earlier of his separation from service or a change in control of the Company.
In connection with his appointment, Mr. Liduena has entered into the Company’s standard indemnification agreement for directors and executive officers. The indemnification agreement generally requires the Company to indemnify directors to the fullest extent permitted by law.