Jerry Jones
Executive Vice President, Chief Ethics and Legal Officer and Secretary at 
LiveRamp Holdings
LiveRamp HoldingsExecutive
About Jerry Jones
Jerry C. Jones, age 69, is Executive Vice President, Chief Ethics and Legal Officer and Secretary of LiveRamp, serving since 1999; he oversees legal, data ethics and government relations, and supports strategy, M&A and alliances . He holds a bachelor’s in public administration and a JD from the University of Arkansas, and spent 19 years at Rose Law Firm before LiveRamp . Company performance over the last three years: revenue rose from $596.6M (FY2023) to $659.7M (FY2024) and $745.6M (FY2025) ; FY2025 net income was approximately $(1)M , and cumulative TSR value was $79.40 versus peer group $116.70 in FY2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rose Law Firm (Little Rock, AR) | Attorney | 19 | Represented a broad range of business interests; foundational experience for corporate legal leadership |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Agilysys, Inc. (NASDAQ: AGYS) | Director; Compensation and Nominating & Governance Committees | — | Hospitality enterprise software; committee oversight |
| U.S. Chamber of Commerce | Board Member; Policy Committee | — | National policy involvement |
| Club de Madrid | Special Advisor | — | Advisory role to former heads of state |
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | 445,000 | 445,000 | 449,167 |
| Target Bonus % of Salary | 75% | 75% | 75% |
| Target Bonus ($) | 337,500 | 337,500 | 337,500 |
Performance Compensation
| Component | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Incentive (FY2025) | Adjusted Revenue | 50% | $721M | Company funding capped at 109.4% | Cash paid; individual multiplier for Jones 98.9%; payout 108.1% of target = $365,000 |
| Annual Cash Incentive (FY2025) | Non-GAAP EBIT | 50% | $148M | Achieved Non-GAAP EBIT metric (CIP basis) $164.065M | Cash paid per above |
| PSUs (FY2023 awards; performance period FY2023–FY2025) | Rule of 40 (avg. 3-year revenue growth % + EBITDA margin %) | 70% | 30% for 100% payout | Attained 83.70% of target for Rule of 40 PSUs | Earned and settled post certification |
| PSUs (FY2023 awards; performance period FY2023–FY2025) | Relative TSR vs Russell 2000 | 30% | 50th percentile for ~77% payout; capped at 100% if TSR negative | Attained 65.75% (relative TSR percentile 44.59th) | Earned and settled post certification |
| RSUs (FY2025 grants) | Share Price (time-based) | — | — | Time-based; no dividends or equivalents | One-third vests on first anniversary (May 22, 2025), remainder quarterly; fully vest May 22, 2027 |
Equity Grant Detail (FY2025 awards to Jerry Jones)
| Grant Type | Grant Date | Shares | Grant Date Fair Value ($) | Notes |
|---|---|---|---|---|
| PSUs | 5/15/2024 | 21,531 | 778,084 | Rule of 40 (70%), Relative TSR (30%); performance period 4/1/2024–3/31/2027; payout 0–200%, TSR capped at 100% if negative |
| RSUs | 5/15/2024 | 21,531 | 708,585 | Time-based vesting over 3 years; first third on May 22, 2025; quarterly thereafter; fully vest by May 22, 2027 |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (shares) | 236,098 (less than 1% of class) |
| Shares Outstanding (record date 6/17/2025) | 65,940,318 |
| Ownership % of Outstanding | ~0.36% (derived from 236,098 / 65,940,318; inputs cited) |
| Unvested RSUs (as of 3/31/2025) | 743 (5/18/2021) + 1,760 (8/9/2022) + 15,690 (5/17/2023) + 20,667 (5/15/2024) = 38,860 |
| Unearned PSUs at target (as of 3/31/2025) | 6,336 (5/17/2022) + 14,784 (8/9/2022) + 37,656 (5/17/2023) + 21,531 (5/15/2024) = 80,307 |
| Options (exercisable/unexercisable as of 3/31/2025) | No outstanding options listed; small exercise during FY2025 (5,209 shares; $53,496 value realized) |
| Stock Ownership Guidelines | NEOs: 1x annual base salary; 5 years to comply; as of 3/31/2025, current NEOs in compliance or within window |
| Hedging/Pledging | Prohibited for all officers/directors; no short sales, hedges, or pledges |
| Clawback | Policy in place per NYSE; recovery of erroneously awarded compensation on restatement |
Employment Terms
| Provision | Jones (EVP, CLEO) |
|---|---|
| Severance (without cause; not CIC) | 100% of base salary + 100% of average annual bonus (preceding two years), plus prorated bonus based on actual results; one-year non-compete and non-solicit required |
| Change-in-Control (double trigger) | Upon termination without cause or resignation for good reason within 2 years of CIC: 150% of base salary + 150% of average annual bonus; prorated bonus based on actual results; all RSUs vest; PSUs convert to RSUs based on truncated performance and vest upon continued employment or earlier qualifying termination |
| Retirement Eligibility Treatment | If retire at ≥65 with ≥5 years of service, awards continue to vest per terms |
| Non-Compete/Non-Solicit | One-year restrictions tied to severance policy |
| Tax Gross-ups | None provided for CIC payments |
Multi-Year Compensation Summary (Total Reported)
| Component ($) | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Salary | 445,000 | 445,000 | 449,167 |
| Stock Awards | 989,452 | 2,059,924 | 1,486,669 |
| Non-Equity Incentive Plan | 157,931 | 550,000 | 365,000 |
| Change in Pension/SERP Earnings | — | — (corrected) | — |
| All Other Compensation | 18,500 | 19,800 | 20,775 |
| Total | 1,610,883 | 3,170,296 | 2,321,611 |
Additional Context and Signals
- Equity program design emphasizes Rule of 40 and relative TSR metrics for PSUs; FY2023 PSUs paid below target overall (78.3%) aligning payouts with mixed TSR and growth performance .
- FY2025 annual cash plan paid modestly above target for Jones (108.1%), driven by strong Non-GAAP EBIT ($164.065M CIP metric) and above-plan revenue attainment; payments were moderated via individual multipliers .
- Insider activity: FY2025 value realized on vesting $1,056,334 and small option exercise ($53,496); vest-related activity is typical and does not necessarily indicate discretionary selling pressure .
- Say-on-pay support remained strong (98.5% approval in 2024), suggesting broad shareholder acceptance of pay-for-performance design .
- Related-party transactions: none reportable; Section 16 compliance generally met .
Investment Implications
- Alignment: Large unvested PSU/RSU overhang (≈119k units at target across PSUs/RSUs) and strict hedging/pledging prohibitions create strong alignment and retention tether for Jones .
- Retention and CIC economics: Double-trigger CIC with 1.5x salary+bonus (Jones) and automatic RSU vesting; PSUs convert and vest with continued service—balanced protection without single-trigger windfalls .
- Pay-for-performance: PSU structure tied to Rule of 40 and relative TSR, with below-target payouts when performance lags, points to disciplined incentive design; FY2025 cash plan payouts modestly above target reflect operational performance (Non-GAAP EBIT) .
- Trading signals: Reported FY2025 insider activity is primarily vesting and routine option exercise; no evident pattern of discretionary selling pressure from Jones in FY2025 data presented .