LiveRamp (RAMP) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for August 13, 2024, and will be held virtually for all shareholders of record as of June 18, 2024.

• Shareholders are encouraged to vote electronically to support sustainability and reduce costs.

• The proxy statement details five key proposals, including director elections, equity plan amendments, officer liability limitation, executive compensation, and auditor ratification.

Voting matters and shareholder proposals

• Election of three directors for three-year terms expiring in 2027.

• Proposal to increase shares available under the 2005 Equity Compensation Plan by 2,500,000 shares.

• Proposal to amend the Certificate of Incorporation to limit liability of certain officers.

• Advisory vote on executive compensation (say-on-pay).

• Ratification of KPMG LLP as independent auditor for fiscal year 2025.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of eight members, with staggered three-year terms and a focus on diversity and independence.

• 25% of board members are women and 25% are from underrepresented ethnicities.

• Board committees include Audit/Finance, Talent and Compensation, Executive, and Governance/Nominating.

• All non-employee directors are independent under NYSE and SEC rules.

• Board leadership is separated between CEO and non-executive chairman.

• Directors are expected to attend at least 75% of meetings; all met this threshold last year.