Mohsin Hussain - Chief Technology Officer | LiveRamp Holdings (RAMP) Executive Profile & Compensation

About Mohsin Hussain

Mohsin Hussain is Chief Technology Officer and Executive Vice President of Engineering at LiveRamp, serving in this role since 2021. He brings 28+ years of engineering leadership across SaaS, large-scale distributed systems, AI/ML, data science, analytics, and cloud; prior roles include SVP and VP of Engineering at Criteo, with earlier leadership positions at AOL/Netscape, Siebel Systems, and SunPower. Hussain holds a B.S. in Computer Science from UC Berkeley and is named on 18 issued patents; he has also served on the Google Cloud CIO/CTO Customer Advisory Board since 2021. Age: 52 (FY2025) . Company performance alignment highlights include FY2023 annual incentive attainment at 54.6% on $597M Adjusted Revenue and $74M Non-GAAP EBIT , FY2024 attainment capped at 160% on $658M Adjusted Revenue and $139M Non-GAAP EBIT , and FY2025 attainment at 109.4% with certified FY2023 PSU achievement at 78.3% of target (Rule of 40 + relative TSR) .

Past Roles

Organization	Role	Years	Strategic Impact
LiveRamp	CTO & EVP Engineering	Since 2021	Leads platform, AI/ML, and large-scale data collaboration engineering
Criteo	SVP Engineering	2 years	Built U.S. engineering; drove new product launches; integrated Hooklogic R&D into Retail Media Platform
Criteo	VP Engineering	>2 years	Scaled engineering org and product delivery
AOL/Netscape (now Yahoo)	Various leadership roles	Earlier career	Engineering leadership in internet-scale software
Siebel Systems (now Oracle)	Various leadership roles	Earlier career	Enterprise software engineering leadership
SunPower	Various leadership roles	Earlier career	Technology leadership in energy sector

External Roles

Organization	Role	Years	Notes
Google Cloud CIO/CTO Customer Advisory Board	Member	Since 2021	Strategic advisory to Google Cloud leadership

Fixed Compensation

Metric	FY2023	FY2024	FY2025
Base Salary ($)	$425,000	$425,000	$429,167
Target Bonus (% of Base)	65%	—	75%
Target Bonus ($)	$276,250	—	$322,500

Performance Compensation

Annual Cash Incentive Plan (CIP) — Structure and Results

Item	FY2023	FY2024	FY2025
Metrics & Weighting	Adjusted Revenue 60%; Non-GAAP EBIT 40%	Adjusted Revenue 50%; Non-GAAP EBIT 50%	Adjusted Revenue 50%; Non-GAAP EBIT 50%
Targets	Revenue: $630M; Non-GAAP EBIT: $63M	Revenue: $620M; Non-GAAP EBIT: $114M	Revenue: $721M; Non-GAAP EBIT: $148M
Actuals	Revenue: $597M; Non-GAAP EBIT: $74M	Revenue: $658M; Non-GAAP EBIT: $139M	Non-GAAP EBIT CIP metric: $164.1M; revenue cap rules applied
Formulaic Attainment	54.6%	185% (capped to 160%)	109.4% capped achievement
Mohsin Actual Payment ($)	$150,833	$535,000	$355,000
Mohsin Actual Payment (% of Target)	54.6%	— (Talent & Compensation Committee approved payout at 160%; individual $25k add for leadership)	110.1% (109.4% cap × 100.6% individual multiplier)

Long-Term Incentives (RSUs and PSUs)

Component	Design	FY2023 Grant (Hussain)	FY2024 Outcomes	FY2025 Grant (Hussain)
Time-based RSUs	3-year vest; 1/3 at 1st anniversary; then quarterly	26,693 RSUs (part of $1.6M target LTI)	Vested shares: 47,268; $1,147,490 value realized	31,528 RSUs; grant date fair value $1,037,586
PSUs — Rule of 40	70% weight; 3-year performance; payout 0–200%; quarterly evaluation in prior design; FY2025 uses 3-year average revenue growth + EBITDA margin scale (20/30/40%)	26,693 PSUs (Rule of 40 + TSR)	FY2022 PSUs earned: Rule of 40 59.31%; TSR 50.78% (38th percentile)	31,528 PSUs; grant date fair value $1,139,355; payout 0–200% with negative TSR cap at 100%
PSUs — Relative TSR	30% weight; vs. Russell 2000; 0–200%; cap at 100% if TSR negative	Included above	FY2022 TSR PSUs earned 50.78%	Included above
FY2023 PSU Achievement	—	—	Certified cumulative achievement at 78.3% of target for FY2023 PSU cycle (Apr 1, 2022–Mar 31, 2025)	—

Equity Ownership & Alignment

Metric	FY2022	FY2023	FY2025
Shares Beneficially Owned	135,838	129,756	79,616
% of Class	* (less than 1%)	*	*
Insider Form 3 Initial Ownership	95,947 (9/7/2021)	—	—
Shares Acquired on Vesting (#)	17,031	47,268	41,015
Value Realized on Vesting ($)	$840,618	$1,147,490	$1,258,732
Stock Ownership Guideline	1x annual base salary for NEOs	1x annual base salary	1x annual base salary; compliance or <5 years in role as of 3/31/2025
Hedging/Pledging Policy	Hedging and pledging prohibited for executives and Board	Prohibited; spouses/dependents included	Prohibited; applies household-wide
SERP Contributions ($)	$99,786; balance $114,124	$215,938; balance $323,707	$177,694; earnings $42,067; balance $657,515

Employment Terms

Provision	Details
Coverage	Hussain is covered by LiveRamp’s Executive Severance Policy (Section 16 officers without individual employment agreements)
Change-in-Control Structure	Double-trigger required (CIC + qualifying termination); no excise tax gross-ups
Clawback	NYSE-compliant clawback covering 3 fiscal years; enhanced recovery for intentional misconduct by SVP+
Hedging/Pledging & Short Sales	Prohibited for executives, Board, and household members
Potential Payments (FY2023 illustrative)	Termination without cause (severance $789,063; CIP $150,833; RSUs $0 acceleration; PSUs $291,592; total $1,231,487). CIC with termination (severance $1,183,594; RSUs $1,739,312; PSUs $956,499; total $4,030,237). Figures as of 3/31/2023 .

Compensation Structure (Multi-Year)

Component	FY2023	FY2024	FY2025
Salary ($)	$425,000	$425,000	$429,167
Stock Awards ($)	$1,250,514	$1,888,258	$2,176,941
Non-Equity Incentive Comp ($)	$150,833	$535,000	$355,000
Change in Pension/Deferred Earnings ($)	—	$92,528	$16,747
All Other Comp ($)	$18,833	$19,481	$66,669 (incl. $19,505 401k match; $25,212 perqs; $21,953 gross-ups)
Total ($)	$1,845,180	$2,960,267	$3,044,525

Grants of Plan-Based Awards (FY2025, Grant Date 5/15/2024)

Item	Threshold	Target	Maximum	Grant Date Fair Value ($)
Equity Incentive PSUs (#)	15,764	31,528	63,056	$1,139,355
Time-based RSUs (#)	—	31,528	—	$1,037,586
Non-Equity Incentive (CIP) ($)	$80,625	$322,500	$645,000	—

Compensation Peer Group (Benchmarking Context)

LiveRamp’s FY2025 compensation peer group includes Alteryx, AppFolio, BlackLine, Box, Digital Turbine, Everbridge, EverCommerce, Five9, Guidewire, PagerDuty, Q2 Holdings, Rapid7, Qualys, Smartsheet, Workiva, Yext, Zeta Global, Zuora. Selection criteria: revenue ~$300M–$1.5B; market cap ~$0.6B–$6.1B; SaaS/B2B; application/internet/software .

Investment Implications

Pay-for-performance alignment: Hussain’s incentives are tied to revenue growth and profitability (CIP: Adjusted Revenue and Non-GAAP EBIT), and long-term equity driven by Rule of 40 and relative TSR. Recent outcomes show disciplined payouts (FY2023: 54.6%; FY2024 capped to 160%; FY2025 109.4%), with FY2023 PSU cycle certified at 78.3% of target, indicating balanced calibration of performance risk and reward .
Retention and selling pressure: RSU grants vest over three years with quarterly vesting thereafter; Hussain realized value on vesting in FY2023 ($1.15M) and FY2025 ($1.26M), and PSUs depend on multi-year metrics—this structure supports retention but can introduce periodic supply as awards settle .
Alignment and governance quality: Ownership guidelines (1x salary) and prohibitions on hedging/pledging reduce misalignment risk; participation in SERP is modest and clawback policy is robust; severance governed by double-trigger terms without tax gross-ups .
Execution track record: Technical leadership in AI/ML and large-scale systems, plus prior build-outs and integrations at Criteo, reinforce capability to deliver product roadmap central to LiveRamp’s Rule-of-40 and TSR-linked incentives .