Scott Howe

About Scott Howe

Scott E. Howe is CEO and President of LiveRamp (RAMP) and has served as a director since 2011. He is 57 years old and holds an AB in Economics from Princeton (magna cum laude) and an MBA from Harvard Business School . Under Howe’s leadership, pay-versus-performance disclosures show revenue rising from $443.0M in FY2021 to $745.6M in FY2025, with cumulative TSR values of 157.59 (FY2021), 113.58 (FY2022), 66.62 (FY2023), 104.80 (FY2024), and 79.40 (FY2025). Net income moved from $(90)M (FY2021) to $(1)M (FY2025) with volatility in interim years .

Past Roles

External Roles

Fixed Compensation

Notes:

• FY2025 “All Other Compensation” for Howe reflects $20,700 in 401(k) match and $2,742 tax gross‑ups related to certain gifts/expenses .
• Howe’s base salary has not increased since fiscal 2019 .

Performance Compensation

Annual Cash Incentive Plan (CIP) – FY2025 Design and Outcomes

• Target opportunity: 110% of base salary ($759,000) .
• Corporate metrics: Adjusted Revenue (50%) and Non‑GAAP EBIT (50%) .
• FY2025 goal grid:
  • Adjusted Revenue threshold/target/max: $684M / $721M / $759M
  • Non‑GAAP EBIT threshold/target/max: $109M / $148M / $192M
• CEO outcome: Capped achievement 109.4% of target; individual multiplier 100.0%; payout $830,346 .

Long‑Term Incentives (LTI) – Grants and Metrics

• FY2025 annual equity awards to Howe (grant 5/15/2024): 92,279 RSUs and 138,418 PSUs; target grant value $7,500,000 (20‑day trailing stock price $32.51 used for share sizing) .
• RSU vesting: 3‑year schedule; one‑third vests on the first standard vesting date following the first anniversary (May 22, 2025 for May 2024 grants), remainder vests quarterly thereafter; fully vests by May 22, 2027, subject to continued service .
• PSU design (FY2025 grants): two components with 0–200% payout range; (1) 3‑year “Rule of 40” (avg. revenue growth % + avg. EBITDA margin), (2) relative TSR vs Russell 2000; negative absolute TSR caps relative TSR payouts at 100% .

PSU outcome snapshot (awards granted in FY2023, earned in FY2025):

• Rule of 40 PSUs: 83.70% attainment .
• Relative TSR PSUs: 65.75% attainment (3‑yr stock price performance at 44.59th percentile) .

Equity Ownership & Alignment

Vesting and potential selling pressure:

• The May 2024 RSU grant vests one‑third after the first anniversary (May 22, 2025) and quarterly thereafter until May 22, 2027, creating regular potential liquidity events; PSUs settle based on 3‑year performance outcomes, adding variability to timing/magnitude of realizable value .

Employment Terms

Key agreement and policy terms:

• Howe Employment Agreement effective February 14, 2018; provides severance/change‑in‑control protections on a double‑trigger basis and other termination scenarios, subject to a release of claims .
• Clawback: NYSE‑compliant compensation recovery policy extends to erroneously awarded incentive compensation tied to financial reporting measures; committee can expand recovery in misconduct cases .
• No “single‑trigger” CIC; no 280G excise tax gross‑ups; option repricing prohibited without shareholder approval .

Severance/Change-in-Control Economics (multiples)

• Termination without Cause or Resignation for Good Reason (non‑CIC): 200% of base salary; 200% of average annual bonus (preceding two years); prorated bonus; pro‑rata vesting of certain PSUs (at least 1 year elapsed in performance period); plus other accrued amounts .
• CIC + qualifying termination (double trigger within 24 months): 300% of base salary; 300% of average annual bonus; prorated bonus; full vesting of all equity awards other than PSUs; PSUs measured as of CIC and converted into time‑based RSUs if assumed; otherwise vest per plan .
• If terminated without cause or for good reason after public announcement of a Board‑approved CIC but prior to close, additional make‑whole on forfeited unvested equity (except PSUs) and PSU differential upon consummation; plus 100% base and 100% average bonus .

Potential Payments Table (as of 3/31/2025)

Board Governance

• Role: CEO and Director since 2011; serves as Chair of the Executive Committee (members: Howe (Chair), Vivian Chow, Clark Kokich) .
• Board leadership: Independent, non‑executive Chairman (Clark M. Kokich); CEO and Chair roles are separated, facilitating independent oversight and executive sessions of independent directors .
• Independence: All non‑employee directors are independent under NYSE standards; Howe is a management (non‑independent) director .
• Attendance: In the last fiscal year, the Board met six times; all directors attended at least 75% of Board and committee meetings .
• Director pay (context): Non‑employee directors receive a $220,000 base retainer (mix of stock/cash) with committee fees; the Non‑Executive Chair receives $290,000; fees can be deferred in equity .

Compensation Structure Analysis

• Pay mix: Majority of CEO target total direct compensation is at‑risk via annual cash incentives and long‑term equity (RSUs/PSUs). No guaranteed bonuses; no dividends on unvested equity; relative TSR PSU payout capped at 100% if absolute TSR is negative .
• Metric balance: Short‑term (Adjusted Revenue, Non‑GAAP EBIT) and long‑term (3‑yr Rule of 40 and relative TSR vs Russell 2000) metrics align with growth and profitability objectives; PSU payout ranges 0–200% encourage multi‑year execution .
• Program outcomes: FY2025 CIP paid above target (109.4%) on strong metric attainment, while FY2023 PSUs paid below target (Rule of 40 at 83.70%; TSR at 65.75%), evidencing downside risk in long‑term results when multi‑year targets are not met .
• Burn rate/overhang: 3‑yr average burn rate 5.0% (vs 4.0%/6.6% peer 50th/75th percentiles); full dilution 15.5% as of June 1, 2025 (below peer 50th/75th of 18.7%/26.4%) .

Compensation Peer Group and Say‑on‑Pay

• Peer group for FY2025 comp includes application software/IT services B2B names such as Alteryx, Five9, Qualys, Smartsheet, Workiva, Zeta Global, etc.; refreshed to remove acquired/lower‑cap peers and add Digital Turbine, EverCommerce, Smartsheet, Zeta .
• Say‑on‑Pay: 98.5% approval at the 2024 annual meeting; no significant program changes made in response .

Performance & Track Record (Selected PVP Figures)

Additional operating commentary:

• FY2026 Q1 and Q2: Management cited double‑digit revenue growth and margin expansion; Q2 FY26 GAAP operating income rose to $21M; share repurchases of 2.9M shares YTD through 9/30/2025 ($80M), which can offset dilution and affect supply/demand dynamics for insider sales windows .

Risk Indicators & Governance Practices

• No single‑trigger CIC; double‑trigger protections standard; no option repricing without shareholder approval; no excise tax gross‑ups; robust clawback; hedging/pledging prohibited .
• Related‑party transactions: None reportable since the prior fiscal year; policy requires Audit/Finance Committee approval for any such transactions .
• Insider trading policy enforces blackout periods; 10b5‑1 plans allowed with preclearance for designated persons .

Director Service, Independence, and Dual‑Role Implications

• Howe is a management director and Executive Committee Chair; an independent, non‑executive Chair (Kokich) leads the Board, mitigating potential CEO‑Chair concentration risk. The Board regularly holds independent director executive sessions and maintains majority independence, which supports oversight of management including CEO compensation and succession .

Investment Implications

• Alignment: Strong structural alignment via at‑risk pay and multi‑year PSUs tied to both growth (Rule of 40) and shareholder returns (relative TSR). RSU/PSU mix shifts emphasis from options toward time‑ and performance‑vesting equity, moderating risk and anchoring retention .
• Retention/turnover risk: Competitive severance/CIC terms (2x cash non‑CIC; 3x cash CIC; pro‑rata PSUs; equity acceleration mechanics) reduce flight risk during strategic inflections but represent meaningful potential cash outlays and dilution on a CIC event .
• Selling pressure: Predictable quarterly RSU vesting through May 2027 and potential PSU settlements create recurring liquidity events; however, company repurchases (e.g., $80M through Q2 FY26) partially offset supply, and hedging/pledging prohibitions limit misalignment behaviors .
• Governance quality: Separation of CEO/Chair, high Say‑on‑Pay support (98.5%), independent committees, and no single‑trigger CIC reduce governance red flags .