John Battelle

About John L. Battelle

Independent director of LiveRamp Holdings, Inc. (RAMP) since 2012; age 59. Entrepreneur, journalist, professor and author with extensive digital media and advertising background. Education: BA in Anthropology and MA in Journalism from University of California, Berkeley. Serves as Chair of the Governance/Nominating Committee (GNC), reflecting deep governance and board evaluation experience .

Past Roles

External Roles

Board Governance

• Committee assignments: Chair of Governance/Nominating Committee; members include Battelle (Chair), Cadogan, Kokich, and O’Kelley; GNC met 4 times in FY2025 and 4 times in FY2024 .
• Independence: Board determined all current non-employee directors (including Battelle) are independent under NYSE and SEC rules; no family relationships among directors/executives .
• Attendance/engagement: In FY2025, Board met 6 times and acted by unanimous written consent twice; all directors attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
• Board leadership: Independent, non-executive chair structure; executive sessions held at end of Board and committee meetings for independent directors .
• GNC mandate: Corporate governance principles, management succession, director compensation, ethics, orientation/education, board/committee evaluations, and director independence oversight; annual peer-to-peer evaluations with feedback loop .

Fixed Compensation

• Structure (FY2025): Base annual retainer for non-employee directors $220,000 (paid $160,000 in common stock + $60,000 in stock or cash at director’s election); committee membership fee $10,000 per committee; committee chair fees: Audit/Finance $20,000, Talent & Compensation $20,000, GNC $10,000; Non-Executive Chairman retainer $290,000 ($200,000 stock + $90,000 stock or cash) .
• Battelle FY2025 compensation: | Component | FY2025 Amount (USD) | |---|---| | Fees Earned or Paid in Cash | $60,000 | | Stock Awards | $180,000 | | Total | $240,000 |
• Deferrals: Directors may elect to defer receipt of equity (not cash) fees under the deferred compensation plan .

Performance Compensation

• LiveRamp does not disclose director-specific performance-based pay elements; non-employee director compensation is fixed via retainers/committee fees delivered in stock and/or cash. No options or PSUs are disclosed for directors in FY2025 .

Other Directorships & Interlocks

• Current public company directorships: None disclosed for Battelle .
• Potential interlocks/conflicts: Board independence review found no relationships impairing independence; Audit/Finance Committee reported no related-party transactions since the beginning of the past fiscal year .

Expertise & Qualifications

• Digital publishing and advertising entrepreneur; extensive board and governance experience across media/technology sectors .
• Recognitions: WEF “Global Leader for Tomorrow”/“Young Global Leader”; EY Entrepreneur of the Year finalist; various industry honors; author of “The Search” (Penguin/Portfolio) .
• Functional strengths for GNC chair role: governance design, director evaluation, independence standards, succession planning, and stakeholder engagement .

Equity Ownership

• Stock ownership guidelines: Each non-employee director must own stock equal to ≥3x the total annual stock + cash retainer; five-year compliance window. All current directors own stock, and each director serving ≥5 years has met or exceeded guidelines (Battelle qualifies) .
• Hedging/pledging: Prohibited under insider trading policy; short sales and hedging/monetization transactions not allowed .
• Section 16 compliance: Company believes all directors/officers met Section 16(a) filing requirements in FY2025; one late tax-withholding report pertained to CFO (not Battelle) . | Metric | FY2024 (as of June 18, 2024) | FY2025 (as of June 17, 2025) | |---|---|---| | Shares Beneficially Owned | 45,198 | 51,654 | | % of Class | <1% | <1% |

Governance Assessment

• Strengths: Independent status; high engagement (≥75% attendance); chairs GNC overseeing robust governance processes and director evaluations; equity-heavy director pay aligns with shareholder interests and 3x ownership guideline met; hedging/pledging prohibitions reinforce alignment .
• Potential risks/conflicts: External chair role at Sovrn (ad tech/publisher) sits adjacent to LiveRamp’s ecosystem, but Board’s independence determination and absence of related-party transactions mitigate conflict risk; continued monitoring advisable via Audit/Finance Committee’s related-party pre-approval process .
• Signals affecting investor confidence: Strong say-on-pay results (98.5% approval in 2024 meeting cycle) indicate positive shareholder sentiment toward governance/compensation oversight; equity compensation plan features restrict repricing and mandate minimum vesting, reducing governance red flags .

Appendix: Committee Matrix (FY2025)