Form 4: LiveRamp CPO Karasick Granted 35,248 RSUs

LiveRamp Holdings' Chief Product Officer, Matthew Karasick, was granted 35,248 restricted stock units, vesting over three years.

Summary

• Matthew Karasick, Chief Product Officer of LiveRamp Holdings, Inc. (RAMP), acquired 35,248 shares of common stock.
• The acquisition occurred on December 15, 2025, at a price of $0 per share, indicating a grant.
• These shares are Restricted Stock Units (RSUs) granted under the registrant's 2005 Equity Compensation Plan.
• Each RSU represents a contingent right to receive one share of LiveRamp's common stock.
• The RSUs will vest over three years from the grant date, with 1/3 vesting on December 22, 2026, and the remainder vesting in equal quarterly amounts thereafter on the 22nd day of the applicable month.
• Vesting is contingent upon Mr. Karasick's continued employment with LiveRamp Holdings, Inc.
• Following this transaction, Matthew Karasick beneficially owns 91,246 shares of common stock directly.

Sentiment

Score: 6

Explanation: The filing reports a standard equity compensation grant to a key executive, which is a neutral to slightly positive event as it aligns management incentives with shareholder interests. It does not contain information that would significantly alter the company's outlook.

Positives

• The grant of Restricted Stock Units (RSUs) to a key executive like the Chief Product Officer aligns management's long-term incentives with shareholder value.
• Equity compensation is a standard practice to retain and motivate key personnel, contributing to leadership stability.

Future Outlook

The granted Restricted Stock Units are scheduled to vest over a three-year period, with the first tranche vesting on December 22, 2026, and subsequent vesting occurring quarterly thereafter, contingent on the recipient's continued employment.

Industry Context

The grant of Restricted Stock Units to a Chief Product Officer is a common form of executive compensation in the technology and data connectivity industry, aiming to align executive performance with long-term company growth and shareholder returns.

Comparison to Industry Standards

• Equity compensation, particularly through RSU grants, is a standard practice across the technology sector for retaining and incentivizing senior executives. Companies like Salesforce, Adobe, and Oracle frequently utilize similar long-term incentive plans for their leadership teams.
• The three-year vesting schedule is typical for RSU grants, providing a balance between immediate incentive and long-term retention, comparable to practices at peers such as The Trade Desk or Criteo.

Corporate Governance

Stakeholder Impact

• Shareholders: The RSU grant aims to align the Chief Product Officer's interests with long-term shareholder value creation, potentially leading to more focused strategic decisions.
• Employees: The grant to a senior executive may signal stability in leadership and a commitment to retaining key talent, which can positively influence employee morale.

Next Steps

• The granted RSUs will begin vesting on December 22, 2026, with subsequent vesting occurring quarterly over the following two years.

Key Dates

Recommendation

This Form 4 filing details a routine equity compensation grant to a key executive. While it aligns management incentives with shareholder interests, it does not present new material information that would fundamentally change the investment thesis for LiveRamp Holdings, Inc. Therefore, a 'hold' recommendation is appropriate based solely on this disclosure.

Keywords

LiveRamp Holdings, RAMP, Matthew Karasick, Chief Product Officer, RSU, Restricted Stock Units, Equity Compensation, Insider Transaction, Form 4