Debora Tomlin
LiveRamp HoldingsAbout Debora B. Tomlin
Debora B. Tomlin, age 56, has served as an independent director of LiveRamp (RAMP) since 2016; she brings senior leadership experience across cybersecurity, insurance, banking, and marketing. She holds a BA in English from Siena College and an MA in political science from North Carolina State University . The Board has determined all current non‑employee directors, including Ms. Tomlin, are independent under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NortonLifeLock (formerly Symantec) | Chief Marketing Officer and Head of Global Communications | Until Sep 2020 | Led global brand and communications strategy in cybersecurity |
| CSAA Insurance Group (AAA) | EVP, Chief Marketing, Distribution & Customer Officer | 2012–2019 | Led marketing, sales/distribution, customer experience, enterprise strategy, data intelligence |
| Capital One | Senior leadership incl. VP of Marketing | 2007–2012 | Led commercial banking, retail, SMB credit card, sponsorship marketing |
| USAA | Senior Marketing Officer; Head of Life Insurance Product Management & Corporate Brand | Prior to 2007 | Diversified financial services experience across product and brand |
| LOMA | Chief Marketing Officer | Prior | Distribution, operations, and training for global financial services |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Weave Communications, Inc. (NYSE: WEAV) | Director | Public | Customer communications and engagement software |
| Blumberg Capital | Advisor | Private | Venture capital advisor role |
| Nexla, Inc. | Former independent director | Private | Venture‑backed data fabric company |
| YMCA of San Francisco; ALS Society of Georgia | Former board member | Non‑profit | Community and health non‑profit governance |
Board Governance
- Committee assignments: Audit/Finance Committee member; Talent and Compensation Committee member .
- Independence: Board determined all current non‑employee directors are independent; Audit/Finance Committee comprised entirely of independent directors .
- Attendance and engagement: In FY2025 the Board met 6 times with 2 unanimous written consents; all directors attended ≥75% of Board and their committee meetings; all directors attended the 2024 annual meeting .
- FY2025 committee activity: Audit/Finance met 7 times (1 written consent); Talent and Compensation met 5 times (1 written consent); Governance/Nominating met 4 times .
- Governance controls: Prohibition on hedging/short sales and monetization transactions; insider trading blackout policy and pre‑clearance for designated persons; director communication channels available to shareholders .
Fixed Compensation
| Component | Amount | Structure/Notes |
|---|---|---|
| Base annual retainer | $220,000 | $160,000 payable in Company common stock; $60,000 payable in stock or cash at director’s election |
| Committee membership fees | $20,000 | $10,000 per committee for Audit/Finance and Talent & Compensation; payable in stock or cash |
| Chair fees | $0 | Not a committee chair (Audit/Finance chair is Vivian Chow; T&C chair is Timothy Cadogan) |
| Reimbursement | Actuals | Travel and other service-related expenses reimbursed; option to defer equity fees (not cash) |
Non‑Employee Director FY2025 compensation (awarded):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Debora B. Tomlin | $80,000 | $160,000 | $240,000 |
Performance Compensation
- Director equity: Annual retainer is delivered primarily as Company common stock (no performance conditions); Directors may elect equity deferral; no dividends on unvested awards .
- Key performance metrics overseen for executive pay (Talent & Compensation Committee): | Metric | Annual Cash Incentives | Time‑Vested RSUs | “Rule of 40” PSUs (3‑yr) | Relative TSR PSUs (3‑yr) | |---|:---:|:---:|:---:|:---:| | Adjusted Revenue | X | | | | | Non‑GAAP EBIT | X | | | | | Long‑term revenue growth & EBITDA margin (3‑yr) | | | X | | | Relative stock price performance | | | | X | | Share price exposure | | X | X | X |
- FY2024 Say‑on‑Pay support: 98.5% approval; PSUs granted in FY2023 paid below target (Rule of 40 at 83.70%, TSR at 65.75% relative percentile 44.59%), showing alignment of pay and performance .
Other Directorships & Interlocks
| Company | Role | Interlocks/Conflicts | Notes |
|---|---|---|---|
| Weave Communications (NYSE: WEAV) | Director | None disclosed | No LiveRamp related‑party transactions reported in FY2025 |
| Compensation Committee Interlocks | Committee member at LiveRamp | None | No interlocks or insider participation requiring Item 404 disclosure in FY2025 |
Expertise & Qualifications
- Sector expertise: Cybersecurity (NortonLifeLock), insurance (CSAA), banking (Capital One, USAA), data/marketing analytics (multiple roles) .
- Financial oversight: Meets NYSE financial literacy requirements as an Audit/Finance Committee member (committee members meet literacy; audit committee financial expert is Vivian Chow) .
- Recognitions: Repeatedly honored as one of Bay Area’s Most Influential Women in Business (San Francisco Business Times) .
Equity Ownership
| Holder | Shares Beneficially Owned | Percentage of Class | Notes |
|---|---|---|---|
| Debora B. Tomlin | 28,446 | <1% | Address: c/o LiveRamp; sole voting/investment power unless noted |
| Director Stock Ownership Guidelines | 3x annual stock+cash retainer within 5 years | Met/exceeded for directors with ≥5 years on Board | All current directors own stock; those with ≥5 years have met/exceeded requirements |
| Hedging/Pledging | Prohibited | N/A | Company policy prohibits hedging/short‑sales/monetization; pledging not permitted under policy |
Governance Assessment
- Strengths: Dual committee service (Audit/Finance and Talent & Compensation) positions Tomlin at the core of financial reporting integrity and pay design; Board independence, hedging/pledging prohibitions, and strong shareholder support on Say‑on‑Pay bolster investor confidence .
- Attendance: Meets the ≥75% threshold for Board/committee participation, with active committees (Audit/Finance: 7; T&C: 5 meetings in FY2025) .
- Alignment: Director retainer paid largely in stock, with robust ownership guidelines; Tomlin’s tenure (>5 years) implies compliance with 3x retainer requirement .
- Conflicts/Related parties: No related‑party transactions reported in FY2025; no compensation committee interlocks; directors subject to pre‑clearance and blackout policies .
- Red flags: None observed; no disclosure of hedging/pledging, repricing, tax gross‑ups, or related‑party exposure; change‑in‑control features in the 2005 Plan avoid “single trigger” and prohibit repricing without shareholder approval .