LiveRamp Holdings Inc
For the period ended Aug 13, 2024. Filed Jun 28, 2024.
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Aug 13, 2024 · Filed Jun 28, 2024
Contents
Decision-Making Process
| | Compensation Discussion and Analysis | | | |
|---|
Operations of the Talent and Compensation Committee
Decision-Making Process
The Talent and Compensation Committee discharges the responsibilities of our Board relating to human capital management and the compensation of our executive officers, including our NEOs. The Talent and Compensation Committee is responsible for overseeing the design, development, and implementation of our executive compensation program and all related policies and practices. The Talent and Compensation Committee leverages the following stakeholders for input, guidance, and expertise to ultimately approve or make recommendations with respect to the compensation of our executive officers in the best interests of our shareholders:
| | Role | | | Responsibilities | |
|---|---|---|---|---|---|
| | Shareholders | | | • Cast advisory vote on NEO compensation • Approve share pool increases or certain other changes to equity compensation plans • Provide feedback and input to management, our Talent and Compensation Committee, and our Board | |
| | Board ofDirectors | | | • Evaluates CEO’s performance • Reviews and approves the CEO’s compensation, with input and recommendations from the Talent and Compensation Committee • Reviews and approves our Annual Report on Form 10-K and other statutory filings | |
| | Talent and CompensationCommittee | | | • Approves: ◦ Performance measures and goals under our annual Cash Incentive Plan and PSU awards ◦ Achievement of performance-based goals under our annual Cash Incentive Plan and PSU awards ◦ Compensation of the executive officers (other than our CEO) ◦ All equity awards (other than our CEO) ◦ Peer group used for executive compensation determinations • Considers all factors and shareholder feedback to help align our executive compensation program with the interests of our shareholders and long-term value creation • Recommends to the Board any adjustments to our CEO’s base salary, target annual cash incentive opportunity, and equity awards • Approves share pool increases or changes to equity compensation plans (subject to shareholder approval in certain cases) • Reviews annual risk assessment • Reviews and recommends inclusion of the Compensation Discussion and Analysis section in our Annual Report on Form 10-K and the Proxy Statement • Periodically reviews post-employment compensation arrangements, retirement benefits and nonqualified deferred compensation program, senior leadership benefits, and perquisites | |
LiveRamp Holdings, Inc. Notice of 2024 Annual Meeting and Proxy Statement 45
| | Role | | | Responsibilities | |
|---|---|---|---|---|---|
| | IndependentCompensationConsultant | | | • Provides advice and market data to the Talent and Compensation Committee regarding our executive compensation program, including: ◦ Input on pay philosophy, best practices and market trends ◦ Selection of compensation peer group companies ◦ Executive compensation practices and levels at peer group companies ◦ Design of the annual Cash Incentive Plan and equity compensation plans • Reviews and provides an independent assessment of the compensation data and materials presented by management to the Talent and Compensation Committee • Participates in Talent and Compensation Committee meetings as requested • Reviews and comments on the Compensation Discussion and Analysis portion of the Proxy Statement | |
| | CEO | | | • Evaluates executive performance and recommends adjustments to executive base salary, annual Cash Incentive Plan and long-term incentive compensation (for other executive officers, including other NEOs) • Develops business goals and objectives, which are considered and approved by the Talent and Compensation Committee and Board for inclusion in the design of our executive compensation program | |
Risk Assessment
The Talent and Compensation Committee regularly reviews and considers risks associated with our compensation philosophy and executive compensation program. The program is designed with features that the Talent and Compensation Committee believes mitigate risk without diminishing the motivational incentive of variable compensation. Our compensation program encourages and rewards prudent business judgment and appropriate risk-taking over the short and long term.
In fiscal 2024, the Company conducted, and the Talent and Compensation Committee reviewed, a comprehensive risk assessment of all the Company’s compensation programs. The risk assessment included an inventory of incentive programs and features such as metrics, clawback provisions, maximum payments, thresholds and other risk mitigation features. Management and the Talent and Compensation Committee do not believe any of the Company’s compensation programs create risks that are likely to create a material adverse impact on the Company.
Role of Compensation Advisor
As permitted in its charter, the Talent and Compensation Committee engages an external compensation consultant to assist it by providing information, analysis, and other advice relating to our executive compensation program and the decisions resulting from its annual executive compensation review. The Talent and Compensation Committee directly engages the compensation consultant under an engagement letter that the Talent and Compensation Committee reviews at least annually.
The Talent and Compensation Committee has retained Compensia, Inc. (“Compensia”) a national compensation consulting firm, to serve as its compensation consultant. The compensation consultant reports, and is directly accountable, to the Talent and Compensation Committee, and the Talent and Compensation Committee has the sole authority to retain, terminate, and obtain the advice of its compensation consultant at the Company’s expense.
The Talent and Compensation Committee selected Compensia as its compensation consultant because of the firm’s expertise and reputation and the fact that it provides no services to us other than its services to the Talent and Compensation Committee, has no other ties to management that could jeopardize its independent status, and has strong internal governance policies (including a conflicts of interest policy) that help ensure that it maintains its independence. Based upon its review of the factors set forth in the listing standards of the NYSE and relevant SEC rules, the Talent and Compensation Committee has determined that the work of Compensia does not give rise to any conflict of interest.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.