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
Program Objectives
| | Key Themes from Shareholder Engagement | | | Response of Talent and Compensation Committee | |
|---|---|---|---|---|---|
| | Shareholders expressed interest in understanding our actions to control stock-based compensation expense. | | | As previously disclosed, to better manage the expense and maintain it at acceptable levels compared to our peers, the Talent and Compensation Committee reduced the pool of employees eligible to participate in the Company’s equity-based compensation programs from previous levels and revised our practices for recruiting (starting in fiscal 2023), annual refresh (which commenced in fiscal 2024), and promotion/retention grants while maintaining the goals of our equity-compensation program to align employees’ compensation to shareholder interest and attract, motivate and retain talent. | |
| | Shareholders encouraged us to continue to emphasize shareholder-friendly performance metrics to ensure alignment of executive compensation payouts with driving shareholder return. | | | The Talent and Compensation Committee approved the final attainment of the PSUs granted in fiscal 2022, resulting in incremental attainment of 9.31% for the Rule of 40 PSUs in fiscal 2024 and the Relative TSR PSUs attainment of 50.78% because our three-year stock price performance relative to the Russell 2000 was at the 38th percentile of the market. We maintained our program design for fiscal 2024. The results of our program demonstrate the strong alignment of our program with Company performance. Executives earned above target payouts under the annual cash incentive plan for fiscal 2024 consistent with our outperformance on key financial metrics for the year, while the PSUs granted in fiscal 2022 paid out below target, consistent with underperformance against our rigorous relative TSR and Rule of 40 goals over the measurement period. | |
Executive Compensation Program
Program Objectives
Our objective is to attract, motivate, reward, and retain our executive officers, including our NEOs, in a manner that is transparent, comparable to our peers, and importantly, aligned with shareholder interests. We do so by putting the majority of our NEOs’ annual target total direct compensation “at-risk,” thereby providing rewards only when our performance warrants. Our executive compensation objectives are to:
Align the interests of our executive officers, including our NEOs, with those of our shareholders;
Consider shareholder feedback when making compensation decisions;
Maintain transparent compensation arrangements that provide a strong link between compensation and performance and motivate our executive officers, including our NEOs, to achieve the highest level of performance; and
Attract and retain exceptional executive officers, including our NEOs, through clear, market-based compensation plans and arrangements.
We believe these objectives enable us to reward the performance and contributions of our executive officers, including our NEOs, while maintaining a strong link between executive compensation and company performance, including the execution of our long-term business strategy. The following discussion explains how our executive compensation program achieves these objectives.
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