DEFA14A: LiveRamp Holdings Updates Proxy Statement with Revised Assumptions for Performance-Based Stock Units

LiveRamp Holdings has filed a proxy supplement to update assumptions used in valuing performance-based stock units (PSUs) granted in fiscal year 2024.

Summary

• LiveRamp Holdings, Inc. has issued a supplement to its proxy statement for the 2024 Annual Meeting of Shareholders.
• The supplement provides updated information regarding the assumptions used to calculate the grant date fair value of performance-based stock units (PSUs) awarded to executives.
• Specifically, the update concerns relative total shareholder return (TSR) PSUs granted on May 17, 2023, November 14, 2023, and December 12, 2023.
• The fair value was estimated using a Monte Carlo simulation model, which requires assumptions for expected volatility, risk-free interest rate, dividend yield, and expected life.
• The expected volatility was 52% on May 17, 2023, and 50% on both November 14, 2023, and December 12, 2023.
• The risk-free interest rates were 3.75% on May 17, 2023, and 4.59% on both November 14, 2023, and December 12, 2023.
• The dividend yield was assumed to be 0.0% for all grant dates.
• The expected life was 2.9 years, 2.4 years, and 2.3 years for the grants on May 17, 2023, November 14, 2023, and December 12, 2023, respectively.
• Shareholders can revoke their proxy and vote again by following the procedures outlined in the Proxy Statement.

Sentiment

Score: 7

Explanation: The document is a routine update to a proxy statement, providing additional details on executive compensation. It is neither overwhelmingly positive nor negative, but rather informative and transparent, which is generally viewed favorably.

Future Outlook

The document does not contain specific forward-looking statements beyond the details of the upcoming Annual Meeting.

Industry Context

This type of disclosure is standard practice for publicly traded companies, ensuring transparency in executive compensation and valuation methodologies. The use of Monte Carlo simulations for valuing TSR-based awards is a common approach.

Comparison to Industry Standards

• The assumptions used by LiveRamp, such as volatility and risk-free interest rates, are typical for companies in the technology sector when valuing equity-based compensation.
• Companies like Adobe, Salesforce, and Oracle also use similar models and assumptions when granting performance-based equity awards to their executives.
• The specific volatility figures (around 50-52%) are within the range observed for growth-oriented tech companies, reflecting the inherent risk and potential for high returns in this sector.

Stakeholder Impact

• Shareholders are provided with greater transparency regarding the valuation of executive compensation.
• The updated information may influence shareholder voting decisions related to executive compensation.

Next Steps

• Shareholders are encouraged to review the updated information and submit their votes for the 2024 Annual Meeting.
• Shareholders can contact Alliance Advisors, LLC for assistance with voting.

Key Dates

Keywords

proxy statement, performance-based stock units, PSUs, TSR, Monte Carlo simulation, volatility, risk-free interest rate, dividend yield, expected life, executive compensation, LiveRamp