Brian O’Kelley
LiveRamp HoldingsAbout Brian O’Kelley
Brian O’Kelley, age 47, has served on LiveRamp’s Board since 2023. He co-founded Scope3 in December 2021 and serves as CEO, previously co-founded and led AppNexus (acquired by AT&T in 2018; strategic advisor through February 2019), co-founded Waybridge (CEO 2019–Dec 2021), and was CTO of Right Media for four years (acquired by Yahoo in 2007). He holds a B.S.E. in Computer Science from Princeton University and has been recognized as an EY Entrepreneur of the Year (NY region) in 2012 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AppNexus | Co-founder & CEO; Strategic Advisor post-acquisition | CEO 2007–2018; Advisor 2018–Feb 2019 | Built and scaled ad-tech platform; sale to AT&T (2018) |
| Right Media | Chief Technology Officer | ~4 years, to 2007 | Led technology for digital ad exchange; company acquired by Yahoo in 2007 |
| Waybridge | Co-founder & CEO | 2019–Dec 2021 | Supply-chain platform leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Scope3 | Co-founder & CEO | Current | Decarbonization in media/advertising via supply-chain emissions measurement |
| Tech:NYC | Board member | Current | Industry advocacy/non-profit board service |
Board Governance
- Independence: The Board determined all current non-employee directors, including O’Kelley, are independent under NYSE and SEC rules .
- Committee assignments (FY2025): Governance/Nominating Committee (GNC) member; not a chair .
- Committee activity (FY2025): GNC met 4 times; Audit/Finance 7; Talent & Compensation 5; Executive 0 .
- Attendance: In the last fiscal year the Board met 6 times (plus 2 written consents); all directors attended at least 75% of Board and committee meetings and all directors attended the 2024 annual meeting .
- Board leadership: Independent, non-executive Chairman (Clark Kokich); independent directors meet in executive session at the end of each Board and committee meeting .
- Director tenure structure: Classified board (three classes) with staggered three-year terms; O’Kelley’s term up for election in 2025 and nominated for re-election through 2028 .
Fixed Compensation (Non-Employee Director Pay)
| Component | Policy/Amount | Notes |
|---|---|---|
| Base annual retainer | $220,000 (paid as $160,000 in stock; $60,000 in stock or cash at director’s election) | FY2025 policy |
| Committee membership fee | $10,000 per committee | Payable in stock or cash at the director’s election |
| Committee chair fees | Audit/Finance +$20,000; Talent & Compensation +$20,000; GNC +$10,000 | Payable in stock or cash at chair’s election |
| Non-Executive Chairman retainer | $290,000 ($200,000 stock; $90,000 stock/cash) | FY2025 policy |
| Meeting fees | None for Executive Committee; not otherwise disclosed | No additional compensation for Executive Committee service |
- FY2025 actual for O’Kelley: $230,000 total, all in stock awards; no cash fees reported .
Performance Compensation
- Not applicable for non-employee directors. Director compensation consists of retainers and equity; no performance-conditioned metrics or bonuses are disclosed for directors .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for O’Kelley |
| Private/non-profit boards | Tech:NYC board member |
| Compensation Committee interlocks | Company disclosed no compensation committee interlocks in FY2025 (committee members were Cadogan, Tawakol, Tomlin) |
Expertise & Qualifications
- Domain expertise: High-tech and ad-tech entrepreneur and CTO background; operating CEO experience; data and platforms .
- Education: B.S.E., Computer Science, Princeton University .
- Recognitions: EY Entrepreneur of the Year (NY region, 2012) .
- Board skills noted by the company: Brings entrepreneurial and technology insight; customer-perspective vantage via current CEO role .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Brian O’Kelley | 13,260 | <1% |
- Director stock ownership guidelines: Each non-employee director is expected to hold stock equal to 3x their annual stock+cash retainer within five years of joining the Board; all directors with ≥5 years of service meet/exceed guidelines. O’Kelley joined in 2023 and is within the five-year compliance window .
Governance Assessment
- Board effectiveness and independence: O’Kelley is an independent director serving on the GNC; the Board maintains an independent chair structure and regular executive sessions, with strong attendance across Board and committees—signals of sound oversight practices .
- Director compensation alignment: O’Kelley elected to receive director compensation entirely in stock ($230,000 in FY2025), aligning director incentives to shareholder value; base structure emphasizes equity (minimum $160,000 stock) and permits all-fee-in-stock elections .
- Ownership alignment: Beneficial ownership of 13,260 shares; subject to 3x retainer ownership guideline with five years to comply. Pledging and hedging of company stock are prohibited, supporting alignment and risk control .
- Independence/related-party risk: The company reported no related-party transactions in the past fiscal year; all non-employee directors are independent under NYSE/SEC standards .
- Shareholder oversight signals: Say-on-pay support was ~98.5% at the 2024 annual meeting, indicating strong shareholder confidence in compensation governance overseen by the Board .
RED FLAGS
- None disclosed for O’Kelley. The company prohibits hedging/pledging and reported no related-party transactions; Section 16 compliance issues did not involve O’Kelley (one late filing noted for a different officer) .
- Note: As a GNC member, O’Kelley participates in director compensation and governance decisions (standard practice but worth monitoring for optics); GNC explicitly oversees director pay and governance .