Vihan Sharma
LiveRamp HoldingsAbout Vihan Sharma
Vihan Sharma, age 46, is LiveRamp’s Chief Revenue Officer (CRO) since December 2023, overseeing global sales, customer operations, partnerships and European growth; he joined LiveRamp in 2009 and holds an MBA from ESCP Business School . Company performance during his tenure shows FY2025 revenue of $745.6M (up from $659.7M in FY2024) and net income of $(1)M, with pay programs tied to Rule-of-40 (revenue growth + EBITDA margin) and relative TSR against the Russell 2000 underpinning long-term incentives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| LiveRamp | Managing Director Europe | 2019–2023 | Led European growth; executive oversight of regional operations |
| LiveRamp | Executive Vice President, Global Sales | Not disclosed | Oversaw worldwide commercial functions and sales execution |
| LiveRamp | Vice President, Safe Haven | Not disclosed | Led data collaboration product strategy and commercialization |
| LiveRamp | Managing Director, France | ~6 years | Country leadership; scaled commercial presence in France |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Various startups (Europe) | Strategic leadership positions | Not disclosed | Early-stage scaling across European tech startups |
Fixed Compensation
- Stock ownership guideline: NEOs must hold equity equal to 1x annual base salary; as of March 31, 2025, each current NEO was either in compliance or within the five-year window to achieve compliance .
- Hedging and pledging prohibited under Insider Trading and Hedging Policies .
Base Salary (euros and dollars)
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary (€, approved) | €401,975 | €406,704 |
| Salary Reported (USD) | $423,040 | $435,690 |
Multi-Year Reported Compensation (USD)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary | $425,000 | $423,040 | $435,690 |
| Stock Awards | $1,250,514 | $5,084,364 | $2,654,786 |
| Non-Equity Incentive (Commission) | $150,833 | $1,513,496 | $796,629 |
| All Other Compensation | $18,833 | $4,823 | $5,491 |
| Total | $1,845,180 | $7,025,722 | $3,892,596 |
Performance Compensation
Annual Commission Plan (CRO)
| Element | FY 2025 |
|---|---|
| Target Commission (% of base) | 100% |
| Max Opportunity | Uncapped if budgeted Non-GAAP EBIT met; otherwise capped at 200% of target |
| Actual Payout | 176% of target; €715,165; $796,629 (at 1.11391 USD/EUR approval date rate) |
FY2025 Corporate Bonus Program (for other NEOs, reference metrics)
| Metric | Threshold | Target | Maximum | Funding |
|---|---|---|---|---|
| Adjusted Revenue | $684M | $721M | $759M | 25% / 100% / 200% |
| Non-GAAP EBIT | $109M | $148M | $192M | 25% / 100% / 200% |
Long-Term Incentive (May 15, 2024 Grants)
| Grant Type | Shares | Target Grant Value |
|---|---|---|
| RSUs | 38,449 | Included in $2,500,000 total |
| PSUs | 38,448 | Included in $2,500,000 total |
- RSU vesting: one-third at first standard vest date following first anniversary; remainder vests quarterly; May 2024 awards fully vest by May 22, 2027 .
- PSU design (FY2025 awards): 70% Rule of 40 (3-year avg revenue growth % + EBITDA margin %); 30% relative TSR vs Russell 2000; payout range 0–200% (TSR capped at 100% if absolute TSR is negative) over the 3-year period ending March 31, 2027 .
Prior PSU Performance (FY2023 awards, settled in FY2025)
| Component | Attainment |
|---|---|
| Rule of 40 PSU | 83.70% |
| Relative TSR PSU | 65.75% (44.59th percentile vs Russell 2000) |
| Combined Certification | 78.3% of target |
Equity Ownership & Alignment
Beneficial Ownership (as of June 17, 2025)
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Vihan Sharma | 143,301 | <1% |
Outstanding Equity Awards (as of March 31, 2025; market value at $26.14/share)
| Grant Date | Unvested RSUs (# / $) | Unearned PSUs at Target (# / $) |
|---|---|---|
| 5/18/2021 | 5,166 / $135,039 | — |
| 2/15/2022 | 11,587 / $302,884 | — |
| 5/17/2022 | 3,477 / $90,889 | 7,507 / $196,233 |
| 8/9/2022 | — | 17,517 / $457,894 |
| 5/17/2023 | 21,792 / $569,643 | 52,300 / $1,367,122 |
| 12/12/2023 | 17,238 / $450,601 | 29,550 / $772,437 |
| 5/15/2024 | 38,449 / $1,005,057 | 38,448 / $1,005,031 |
- Insider trading policy blackout periods and pre-clearance apply; short sales, hedging, monetization transactions, and pledging are prohibited, reducing misalignment risk .
Employment Terms
Severance & Change-in-Control (CIC) Economics (Executive Severance Policy)
| Scenario | Cash Severance | Bonus Treatment | Equity Treatment | Other Terms |
|---|---|---|---|---|
| Without Cause (non‑CIC) | 100% of base salary + 100% of average bonus (preceding 2 years) | Prorated bonus based on actual FY results | Prorated PSUs if at least 1 year elapsed in performance period; settlement post-period based on actual performance | Requires general release; 1-year non-compete/non-solicit |
| CIC + Without Cause/Good Reason (double trigger) | 150% of base salary + 150% of average bonus (CFO is 200%) | Prorated bonus based on actual FY results | Vesting of all equity except PSUs; PSUs truncate at CIC, convert to RSUs at target or actual-to-date; remaining RSUs vest if employed through end of original performance period; full vest if termination within 24 months post-CIC |
- CIC definition and equity award portability/assumption governed by the Amended and Restated 2005 Equity Compensation Plan; awards may accelerate, convert, or be cashed-out as determined by the Board/Committee, with Section 409A safeguards .
- Clawback policy: compensation recovery applies to erroneously awarded pay tied to financial reporting measures (NYSE-compliant); 2005 Plan awards subject to clawback provisions .
Governance, Peer Group, and Say‑on‑Pay Context
- Compensation peer group for FY2025/FY2026 includes names such as Blackline, Box, Five9, Qualys, Rapid7, Workiva, Yext, Zeta Global and others; program emphasizes shareholder-friendly features (no option repricing; burn rate and dilution monitored) .
- Say‑on‑Pay approval: FY2024 ~98.5% support; FY2025 advisory vote approved at the 2025 Annual Meeting .
Investment Implications
- Strong pay-for-performance linkage: CRO variable cash is highly revenue-sensitive (176% of target in FY2025), while multi-year PSUs hinge on Rule-of-40 and relative TSR—aligning incentives with growth, profitability and shareholder outcomes .
- Retention risk mitigants: substantial unvested RSUs/PSUs across 2022–2024 grants; time-based RSUs fully vest by May 2027; PSUs require multi-year performance, reducing near-term sell pressure and supporting continuity in commercial leadership .
- Alignment controls: strict prohibitions on hedging/pledging and an enforced blackout/pre-clearance regime limit misaligned trading; clawback policy addresses restatement risk, enhancing shareholder protection .
- Watchlist: sustained delivery against Rule-of-40 and TSR benchmarks; commission cap dependency on budgeted Non-GAAP EBIT; evolving privacy/cookie landscape and macro ad spend cycles may impact top-line growth tied to CRO incentives .