DEF: LiveRamp Holdings to Seek Shareholder Approval for Director Elections and Expanded Equity Plan at 2025 Annual Meeting

LiveRamp Holdings, Inc. has announced its 2025 Annual Meeting of Shareholders to be held virtually on August 12, 2025, where key proposals include the election of two directors, an increase in shares for its equity compensation plan, and an advisory vote on executive compensation.

Summary

• LiveRamp Holdings, Inc. will hold its 2025 Annual Meeting of Shareholders virtually on August 12, 2025, at 11:30 a.m. PDT.
• Shareholders will vote on four key proposals: the election of two director nominees (Clark M. Kokich and Brian OKelley) for a three-year term expiring in 2028, the approval of an increase of 2,500,000 shares for issuance under the Amended and Restated 2005 Equity Compensation Plan, an advisory (non-binding) vote on named executive officer compensation, and the ratification of KPMG LLP as the independent registered public accountant for fiscal year 2026.
• The company emphasizes that the proposed increase in shares for the 2005 Equity Compensation Plan is crucial for recruitment and retention of key employees, stating that a lack of approval could lead to less desirable cash awards, reduced cash position, and increased employee turnover.
• As of June 17, 2025, there were 65,940,318 shares of common stock outstanding and entitled to vote.
• For fiscal year 2025, LiveRamp reported revenue of $746 million and a net income loss of $1 million.
• The company's 3-year average burn rate for equity awards is 5.0%, which is above the 50th percentile (4.0%) but below the 75th percentile (6.6%) of its FY26 Peer Group.
• LiveRamp's full dilution (overhang) as of June 1, 2025, is 15.5%, which is below both the 50th percentile (18.7%) and 75th percentile (26.4%) of its FY26 Peer Group.
• The Fiscal 2025 Cash Incentive Plan (CIP) resulted in an actual payout of 109.4% of target, driven by exceeding Adjusted Revenue ($746M vs. $721M target) and Non-GAAP EBIT ($164.065M vs. $148M target) goals.
• Fiscal 2023 Performance-Based Restricted Stock Unit (PSU) awards achieved 78.3% of target, with Rule of 40 PSUs at 83.70% and relative Total Shareholder Return (TSR) at 65.75% (44.59th percentile vs. Russell 2000 Index).
• Kimberly Bloomston, the former Chief Product Officer, ceased serving in her role effective March 1, 2025, and received a lump sum cash severance payment of $1,088,819 and accelerated vesting of prorated performance-based RSUs valued at $2,233,311.
• The CEO's pay ratio to the median employee's total compensation for fiscal 2025 was 55 to 1, with the CEO's total compensation at $9,582,835 and the median employee's at $174,104.

Sentiment

Score: 6

Explanation: The document presents a mixed financial picture with strong short-term operational performance but a net income loss and underperformance on long-term equity metrics. However, it highlights robust corporate governance, strategic share repurchases, and a commitment to talent retention through its equity plan, indicating a stable operational foundation despite some financial challenges.

Positives

• The company maintains strong corporate governance practices, including a majority independent board, separated CEO and Chairman roles, and independent committees.
• LiveRamp actively engages with shareholders and incorporates feedback into its executive compensation program design.
• The executive compensation program is designed to align with shareholder interests, with a significant portion of executive pay being at-risk and performance-based.
• The 2005 Equity Compensation Plan includes favorable features such as no automatic share replenishment, no discounted stock options or SARs, and no repricing without shareholder approval.
• The company's share repurchase program has returned approximately $1.6 billion in capital to shareholders since 2011, with $237.4 million remaining capacity as of June 1, 2025.
• LiveRamp's 3-year average burn rate of 5.0% and full dilution (overhang) of 15.5% are competitive or below the 75th percentile of its peer group, indicating prudent equity management.
• The company exceeded its internal financial targets for Adjusted Revenue and Non-GAAP EBIT in fiscal 2025, leading to an above-target payout for the annual cash incentive plan (109.4% of target).
• The Board demonstrates a commitment to diversity, with 25% women and 25% underrepresented ethnicities among current directors.
• All directors maintained strong attendance, attending 75% or more of Board and committee meetings during the past fiscal year.
• Executive officers are in compliance with stock ownership guidelines or are within the five-year attainment period.
• The company prohibits short selling, hedging, and pledging of its securities by employees and directors, fostering long-term alignment.
• A compensation recovery (clawback) policy is in place, exceeding minimum NYSE listing standards.

Negatives

• Despite strong performance against internal financial targets, the company reported a net income loss of $1 million for fiscal year 2025, a decline from a $12 million net income in fiscal 2024.
• Fiscal 2023 Performance-Based Restricted Stock Unit (PSU) awards paid out below target (78.3%) due to underperformance against rigorous long-term relative TSR and Rule of 40 goals, with relative TSR at the 44.59th percentile of the Russell 2000 Index.
• If the proposed share increase for the 2005 Equity Compensation Plan is not approved, the company may need to issue primarily cash awards, which are less desirable to employees and would reduce the company's cash position, potentially hindering future growth opportunities.
• The 'compensation actually paid' to the CEO and Non-CEO NEOs for fiscal 2025 was significantly lower than the 'Summary Compensation Table Total', primarily due to accounting adjustments for equity awards, which could be perceived negatively by some stakeholders.

Risks

• Failure to approve the Share Increase Amendment for the 2005 Equity Compensation Plan could hinder the company's ability to attract, retain, and motivate top talent, potentially leading to less growth and increased employee turnover.
• If the Share Increase Amendment is not approved, the company may be forced to issue primarily cash awards, which could reduce its cash position that might otherwise be used for future growth opportunities.
• Reliance on non-shareholder approved inducement plans for new-hire awards, if the share increase is not approved, could lead to discontent and frustration among existing employees.
• The company faces risks related to finance and accounting, legal, regulatory and ethical compliance, internal controls, IT security, cybersecurity, insurance coverages, and business continuity plans.
• Risks associated with the company's compensation programs are regularly reviewed, though management believes none create a material adverse impact.
• Risks related to governance and executive succession planning are overseen by the Governance/Nominating Committee.

Future Outlook

The document indicates that the approval of the Share Increase Amendment is critical for the company's continued growth, recruitment, and retention efforts, suggesting that without it, the company may need to pursue less favorable strategic actions such as issuing primarily cash awards, which could reduce its cash position and be less desirable for attracting new talent. The company also plans to continue its shareholder engagement efforts and incorporate feedback into future executive compensation program designs.

Management Comments

• "We believe the approval of the Share Increase Amendment is critical in our recruitment efforts and retention of key employees that are important to our continued growth."
• "Equity awards are an essential compensation component to attract top talent and any hindrance to our ability to grant equity awards under the 2005 Plan will have a negative impact on our ability to attract, retain and motivate employees, which may in turn negatively affect our performance."
• "Thus, we believe that this proposal is entirely in the best interests of our shareholders."
• "We believe our executive compensation program holds our executive officers accountable for delivering on the financial objectives we have communicated to our shareholders, and appropriately balances the goals of attracting, motivating, rewarding and retaining our NEOs and other leadership team members."
• "The results of our program demonstrate strong alignment of executive compensation with company performance."

Industry Context

LiveRamp operates within the digital marketing and advertising technology industry, a dynamic sector characterized by rapid technological advancements (e.g., AI for virtual product placements, decarbonization in media). The company's executive team has extensive experience in digital advertising, media, and technology. LiveRamp benchmarks its compensation practices against a peer group of software and services companies, indicating its positioning within the broader tech and SaaS landscape. The company's focus on data management and customer experience aligns with ongoing industry trends emphasizing data-driven strategies and client-centric approaches.

Comparison to Industry Standards

• LiveRamp's 3-year average burn rate of 5.0% is above the 50th percentile (4.0%) but below the 75th percentile (6.6%) of its FY26 Peer Group, which includes companies like Blackline, Box, Digital Turbine, DoubleVerify, EverCommerce, Fastly, Five9, Pagaya Technologies, PagerDuty, Q2 Holdings, Qualys, Rapid7, Sprinklr, Sprout Social, Verint Systems, Workiva, Yext, Zeta Global Holdings and Zuora.
• LiveRamp's full dilution (overhang) of 15.5% as of June 1, 2025, is below both the 50th percentile (18.7%) and 75th percentile (26.4%) of its FY26 Peer Group, suggesting a relatively lower dilutive impact compared to many peers.
• The company's relative Total Shareholder Return (TSR) performance for the Fiscal 2023 PSU awards, measured against the Russell 2000 Index, resulted in a 44.59th percentile ranking, leading to a payout of 65.75% of target. This indicates underperformance relative to the Russell 2000 over the three-year measurement period.
• The company's executive compensation structure, with a significant portion at-risk and tied to performance measures like Adjusted Revenue, Non-GAAP EBIT, Rule of 40, and Relative TSR, aligns with common industry practices for linking pay to performance.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Directly impacted by voting on director elections, the equity compensation plan increase (which affects potential dilution and talent retention), and the advisory vote on executive compensation. The company's share repurchase program directly benefits shareholders by returning capital.
• Employees: Directly impacted by the equity compensation plan, which is a critical component for recruitment, retention, and motivation. Potential shifts to cash awards if the share increase is not approved could affect employee desirability and morale. Severance policies provide security for executive officers.
• Customers: Indirectly impacted by the company's ability to attract and retain top talent, which influences product development, service quality, and overall business growth (e.g., Adjusted Revenue growth).
• Management: Their compensation is directly tied to company performance metrics, and their roles and responsibilities are subject to Board oversight and governance policies.

Next Steps

• Shareholders are requested to vote on the proposals for the 2025 Annual Meeting by August 11, 2025 (Internet/telephone) or August 7, 2025 (401(k) plan participants).
• The 2025 Annual Meeting of Shareholders will be held virtually on August 12, 2025, at 11:30 a.m. PDT.
• The Board of Directors will act upon any tendered director resignation (if a nominee does not receive a majority of votes) within 90 days of election results certification.
• The Audit/Finance Committee will reconsider retaining KPMG LLP if shareholders fail to ratify their selection, and may direct the appointment of a different independent auditor at any time.
• The next shareholder advisory vote on Named Executive Officer compensation is expected to occur at the 2026 Annual Meeting of Shareholders.
• The next mandatory rotation for KPMG's lead engagement partner is scheduled for fiscal year 2027.
• Shareholders intending to present proposals for the 2026 Annual Meeting must submit them by February 27, 2026, for inclusion in the proxy statement, or between May 14, 2026, and June 13, 2026, for other proposals.

Key Dates

Recommendation

Keywords

LiveRamp, RAMP, Proxy Statement, SEC Filing, Annual Meeting, Corporate Governance, Executive Compensation, Equity Compensation Plan, Stock Options, Restricted Stock Units, Performance Share Units, Shareholder Vote, Director Election, Financial Performance, Revenue, EBIT, Rule of 40, Total Shareholder Return, Risk Management, Share Repurchase, Talent Retention, Cybersecurity, Digital Marketing, Ad Tech, Data Management