Even as Nielsen is on the brink of becoming a public company, the consortium of private-equity firms that purchased it in 2006 will continue to maintain control of the 15-member board.
Among its members will be former top Viacom and AOL Time Warner executive Richard Bressler, a managing director at Thomas H. Lee Partners, who will occupy one of two board seats the investment firm will have. The Blackstone Group, Carlyle Group and KKR will also have two board seats. Nielsen CEO David Calhoun will serve on the board as its executive director.
According to the government filing before a $2 billion IPO, the private-equity groups do not intend to pay dividends to investors, but to use the proceeds to mainly to pay down debt.
Also according to the filing, the private-equity owners will split $103 million from the company they already own, as certain consulting agreements are terminated.
Over the first six months of this year, Nielsen's business segment, which includes its audience measurement operations, saw revenues up 5.1% to $837 million. The TV measurement business in North America was up 3.6%.
Operating profit for the unit was up $3 million to $156 million. But investment in three-screen measurement initiatives and local people meters cut into the amount.
CEO Calhoun's contract extends through the end of 2011, but automatically renews each year, unless either side offers 90-day notice of discontinuation. In 2009, he received a total compensation package of $6.3 million, a 16% increase over 2008. The package included perks, such as $30,000 for assistance with financial planning and $42,000 to assist in tax payments.
Nielsen said in its filing Calhoun "identified the recession early and focused the company on cost management."
Once Calhoun were to leave, his deal has a two-year non-compete agreement that prevents him from hiring Nielsen employees over the span.
Mitchell Habib, Nielsen executive vice president, took home a package worth about $3 million last year, almost double what he received in 2008. That included perks such as a $16,000 car allowance and $1,400 for a medical exam.
Vice chair Susan Whiting made about $2 million in total compensation, slightly more than CFO Brian West. Her deal included $58,600 for an a apartment and $3,000 for a club membership.