Clark Kokich
LiveRamp HoldingsAbout Clark M. Kokich
Independent non-executive Chairman of LiveRamp’s Board; age 73, director since 2009 and Chairman since 2019. Career spans digital marketing and technology leadership (Razorfish chairman; Marchex executive chairman and chief strategy officer) plus traditional advertising; B.S. in Finance, University of Oregon. Current Board committees: Audit/Finance, Governance/Nominating (GNC), and Executive .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Razorfish | Executive; Chairman of the Board | Prior 14 years (pre-2013) | Led global digital marketing/technology consultancy |
| Marchex, Inc. (NASDAQ: MCHX) | Executive Chairman; Chief Strategy Officer | Exec Chair 2015–2016; CSO 2013–2015 | Mobile/online advertising strategy leadership |
| Calla Bay, Inc. | CEO | Not disclosed | Executive leadership |
| McCaw Cellular Communications (division) | Director of Sales & Marketing | Not disclosed | Commercial leadership |
| Cole & Weber (Ogilvy & Mather division) | EVP/Managing Director | Early career | Traditional advertising operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Xembley, Inc. (SaaS productivity) | Director | Current | Private company board governance |
| Power Digital Marketing | Director | Until sale in 2021 | Oversight of full-service digital marketing firm |
| Rocket Fuel Inc. (NASDAQ: FUEL) | Director | Until merger in 2017 | Ad-tech board; exited on merger into Sizmek |
| Childhaven (Seattle charity) | Director | Prior service | Non-profit governance |
Board Governance
- Independence: Board determined all current non-employee directors, including Kokich, are independent under NYSE and SEC rules .
- Board leadership: CEO and Chair roles separated; Kokich serves as independent, non-executive Chairman (no separate Lead Independent Director needed) .
- Attendance and engagement: Board met 6 times in the last fiscal year, with 2 unanimous written consents; all directors attended at least 75% of Board and committee meetings; independent directors hold executive sessions after each meeting .
- Committee assignments and activity:
- Audit/Finance: Member; committee met 7 times (plus 1 written consent); members are independent; Kokich co-signs the committee report .
- Governance/Nominating (GNC): Member; met 4 times; oversees director independence, board evaluations, director compensation .
- Executive: Member; met 0 times in fiscal year; acts only when instructed by full Board .
| Governance Metric | Value |
|---|---|
| Years on RAMP Board | Director since 2009; Chairman since 2019 |
| Independence Status | Independent non-employee director |
| Executive Sessions | Held at end of each Board/committee meeting |
| Committee Meetings (FY2025) | Audit/Finance 7; GNC 4; Executive 0 |
| Attendance Threshold | ≥75% for all directors (including Kokich) |
Fixed Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Clark M. Kokich | 110,000 | 200,000 | 310,000 |
- Structure: Non-exec Chairman annual retainer $290,000 ($200,000 in company common stock; $90,000 in stock or cash at chair’s election). Additional $10,000 per committee; committee chairs receive: Audit/Finance $20,000, Talent & Compensation $20,000, GNC $10,000. Directors may defer receipt of equity fees (but not cash) under the deferred compensation plan .
Performance Compensation
- Non-employee director pay is retainer-based; no performance-linked metrics (e.g., PSUs/TSR hurdles) disclosed for directors. Director equity in FY2025 was delivered as common shares (non-NEO directors as a group received 43,808 common shares; $1,250,386 grant-date value) .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlocks/Conflicts |
|---|---|---|---|
| Xembley, Inc. | Private SaaS | Director | No LiveRamp-related transactions disclosed |
| Rocket Fuel Inc. | Public ad-tech (past) | Director (until 2017 merger) | Past role; no current interlocks disclosed |
| Power Digital Marketing | Private (past) | Director (until 2021 sale) | No LiveRamp-related transactions disclosed |
| Childhaven | Non-profit | Director (prior) | Not applicable |
- Related-party transactions: Audit/Finance Committee must approve any related-party transaction; none reportable since the beginning of the past fiscal year; none anticipated .
Expertise & Qualifications
- Digital marketing and technology operator with traditional advertising background; brings technological and market expertise informed by Razorfish, Marchex, Rocket Fuel; long-term director experience supports role as non-exec Chair .
- Audit literacy: Member of Audit/Finance Committee; committee members meet NYSE financial literacy requirements; Chair is the SEC-defined “audit committee financial expert” (Vivian Chow), with Kokich as independent member .
Equity Ownership
| Metric | Value |
|---|---|
| Shares Beneficially Owned | 98,249 (sole voting/investment power unless otherwise indicated) |
| Ownership as % of Class | <1% (based on 65,940,318 shares outstanding at 6/17/2025) |
| Director Ownership Guideline | ≥3x the total value of annual stock + cash retainer; 5 years to comply |
| Guideline Compliance | Each director with 5+ years of service has met/exceeded the requirement (Kokich qualifies) |
| Hedging/Pledging | Prohibited by insider trading policy and compensation governance (no short sales/hedging; pledging not permitted) |
Governance Assessment
- Positive signals:
- Independent, non-executive Chair with extensive sector expertise; clear separation of Chair/CEO roles; executive sessions reinforce independent oversight .
- Active committee work including Audit/Finance and GNC; robust independence determinations and annual board/peer evaluations .
- Strong alignment mechanisms: director stock ownership guideline (≥3x retainer) met by long-tenured directors; hedging/pledging prohibited .
- Attendance: met ≥75% threshold across Board/committee meetings, indicating engagement .
- No related-party transactions; indicates low conflict risk .
- Watch items:
- Long tenure and absence of term/age limits can risk entrenchment; mitigated by annual peer-to-peer evaluations and the GNC’s focus on diversity and critical evaluation of continuing contributions .
- Compensation alignment:
- Director pay mix is heavily equity-based (common stock), supporting alignment; Kokich FY2025 compensation totaled $310,000 ($200,000 stock; $110,000 cash) .