Timothy Cadogan
LiveRamp HoldingsAbout Timothy Cadogan
Independent director of LiveRamp Holdings, Inc. (RAMP), age 54, serving since 2012; chair of the Talent and Compensation Committee and member of the Governance/Nominating Committee . Currently CEO of GoFundMe (since March 2020) and Chairman of OpenX; prior leadership roles at Yahoo!, Overture, and consulting at The Boston Consulting Group . Education: BSc (London School of Economics), MPhil (Oxford), MBA (Stanford); recognized on TIME’s 2025 list of the 100 Most Influential People .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GoFundMe | Chief Executive Officer | Since Mar 2020 | CEO role; accelerates mission execution |
| OpenX | Chairman; Former CEO | Not disclosed | Digital advertising tech leadership; governance oversight |
| Yahoo!/Overture | Various leadership positions | Not disclosed | Industry/operator expertise in ad-tech |
| The Boston Consulting Group | Consultant | Not disclosed | Strategy and operations foundation |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| GoFundMe | CEO | Mar 2020 | Mission-driven platform leadership |
| OpenX | Chairman | Not disclosed | Ongoing board leadership in ad-tech |
Board Governance
- Committees: Chair, Talent and Compensation Committee; Member, Governance/Nominating Committee .
- Independence: Board determined all current non-employee directors (including Cadogan) are independent under NYSE and SEC rules .
- Board activity and attendance: Board met 6 times; all directors attended ≥75% of Board/committee meetings; all directors attended the 2024 annual meeting .
- Committee cadence FY2025: Audit/Finance (7 meetings), Talent and Compensation (5), Executive (0), Governance/Nominating (4); 1 written consent each for Audit/Finance and Talent and Compensation .
- Governance practices: Independent non-executive chair (Clark Kokich); executive sessions at each Board and committee meeting; robust risk oversight allocated across committees and full Board .
Fixed Compensation (Director)
| Item | FY 2025 |
|---|---|
| Annual Base Retainer (non-chair directors) | $220,000; $160,000 in common stock + $60,000 cash/stock (at director election) |
| Chairman of Board Retainer | $290,000; $200,000 stock + $90,000 cash/stock |
| Committee Membership Fee | $10,000 per committee (cash/stock election) |
| Committee Chair Fees | Audit/Finance: $20,000; Talent & Compensation: $20,000; Governance/Nominating: $10,000 |
| Timothy Cadogan – Fees Earned (Cash) | $100,000 |
| Timothy Cadogan – Stock Awards | $160,000 |
| Timothy Cadogan – Total Director Compensation | $260,000 |
Performance Compensation (Committee-Led Executive Pay Design)
| Fiscal 2025 Performance Measures | Annual Cash Incentives | Time-Vested RSUs | “Rule of 40” PSUs (70%) | Relative TSR PSUs (30%) |
|---|---|---|---|---|
| Adjusted Revenue | X | |||
| Non-GAAP EBIT | X | |||
| 3-yr Avg Revenue Growth + EBITDA Margin | X (0–200% payout scale) | |||
| Relative TSR vs. Russell 2000 | X (0–200%; capped at 100% if negative TSR) | |||
| Share Price | X | X | X |
Additional signals: 2024 Say-on-Pay approval 98.5%; program maintained in response to strong shareholder support . Independent compensation consultant (Compensia) retained; committee determined no conflicts of interest .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | Not disclosed for Cadogan in proxy |
| Private/industry boards | Chairman, OpenX |
| Committee interlocks | None – no interlocking relationships or insider participation; T&C committee members were independent, with no Item 404 transactions; no executive officer interlocks with other entities’ compensation committees/boards during FY2025 |
Expertise & Qualifications
- Deep ad-tech/operator background (OpenX, Yahoo!, Overture) and current CEO experience; brings compensation, human capital, and risk oversight skills aligned with T&C chair role .
- Education: LSE (BSc), Oxford (MPhil), Stanford (MBA) .
- Recognition: TIME 100 (2025) highlighting influence and innovation .
Equity Ownership
| Metric | Value |
|---|---|
| Shares Beneficially Owned (Cadogan) | 57,970 |
| Ownership as % of Class | <1% (“*” denotes less than 1%) |
| Shares Outstanding (as of record date) | 65,940,318 |
| Director Stock Ownership Guidelines | 3× total annual stock + cash retainer; 5 years to comply |
| Guideline Compliance | Each director with ≥5 years service has met/exceeded requirements (Cadogan since 2012) |
| Hedging/Pledging | Prohibited for employees and directors |
Insider Trades and Section 16 Compliance
| Item | FY 2025 |
|---|---|
| Delinquent Section 16(a) Reports (Directors) | None indicated for directors; Company believes all directors/officers met filing requirements; exception noted only for a CFO tax withholding transaction |
Governance Assessment
- Strengths:
- Independent director; chairs a key committee (Talent & Compensation) with clear mandate over human capital, pay design, clawback policy, ownership guidelines, and peer group selection .
- High say-on-pay support (98.5%), indicating investor alignment with committee decisions .
- Strong independence controls; no related-party transactions; prohibition on hedging/pledging; stock ownership guidelines met by long-tenured directors .
- Robust Board process (executive sessions, risk oversight allocation, committee cadence, attendance ≥75%) supporting Board effectiveness .
- Potential watch items:
- External full-time CEO role (GoFundMe) and simultaneous OpenX chairmanship—monitor bandwidth and potential industry adjacency; Board independence and related-party oversight (Audit/Finance Committee approval standards) mitigate conflict risk; no reportable related-party transactions disclosed .
- Equity plan overhang/burn rate monitored by committee; 2005 Plan includes shareholder-friendly features (no repricing, no evergreen) and double-trigger change-in-control treatment; dilution metrics presented and buybacks offsetting SBC dilution .
Overall, Cadogan’s committee leadership, independence, and ownership alignment support investor confidence; no material conflicts or attendance issues disclosed, and compensation governance appears responsive to shareholder feedback and disciplined in metric selection .