Vivian Chow
LiveRamp HoldingsAbout Vivian Chow
Vivian Chow, 58, has served as an independent director of LiveRamp (RAMP) since 2020. She chairs the Audit/Finance Committee and sits on the Executive Committee; she is deemed an “audit committee financial expert” by SEC rules. Chow holds a BS in Accounting from Lehigh University and is a certified public accountant (inactive) in California .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DocuSign, Inc. | SVP, Strategic Execution & Operations | Mar 2021–Feb 2022 | Led priority projects, solution design, process/workflow optimization |
| DocuSign, Inc. | Chief Accounting Officer | 2013–2021 | Oversaw accounting, sales comp, internal audit, tax, treasury; audit/finance expertise |
| Electronic Arts Inc. | VP, Worldwide Controller | ~2008–2013 (five years prior to 2013) | Global controllership, financial reporting |
| Restoration Hardware | VP & Corporate Controller | Not disclosed | Retail controllership |
| Thermage, Inc. | VP & Corporate Controller | Not disclosed | Medical device accounting leadership |
| Fair Isaac (FICO); Calypte Biomedical; Nextel | Leadership positions | Not disclosed | Finance and accounting leadership |
| Arthur Andersen & Co. | Audit & financial services consulting | Early career | Public accounting foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other current public company directorships disclosed |
Board Governance
- Committee assignments: Audit/Finance (Chair), Executive Committee member; independent director under NYSE standards .
- Attendance and engagement: Board met 6 times in FY2025; Audit/Finance met 7 times (1 written consent), Executive met 0; all directors attended ≥75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session at the end of each Board and committee meeting .
- Board leadership: Non-executive Chairman separates chair and CEO roles (enhances oversight) .
Fixed Compensation
| Component | Policy Amount | Chow FY2025 Amount |
|---|---|---|
| Annual retainer (non-employee director) | $220,000 total (payable: $160,000 in common stock + $60,000 in stock or cash at director’s election) | Included in totals below |
| Committee membership fee | +$10,000 per committee (Audit/Finance, Talent & Comp, GNC), stock or cash | Applicable to Audit/Finance membership |
| Committee chair fee | +$20,000 (Audit/Finance), +$20,000 (Talent & Comp), +$10,000 (GNC), stock or cash | Applicable to Audit/Finance chair |
| Executive Committee fee | No additional compensation | Member; no fee |
| Meeting fees | Not disclosed as separate fees | — |
| FY2025 compensation paid | — | Cash: $90,000; Stock awards: $160,000; Total: $250,000 |
Notes:
- Director fees paid quarterly in arrears; directors may defer equity fees (not cash) under the deferred compensation plan .
Performance Compensation
| Performance-linked Elements for Directors | FY2025 Status |
|---|---|
| Performance metrics tied to director compensation (e.g., PSUs) | None disclosed for non-employee directors; compensation structured primarily as retainer and committee fees with equity component |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee interlocks | None; all members independent; no related-party disclosures for committee members |
| Shared boards with competitors/customers/suppliers | None disclosed for Chow |
Expertise & Qualifications
- Audit/finance leadership across SaaS (DocuSign), gaming (EA), retail (RH), and medical devices; public accounting background at Arthur Andersen; CPA (inactive) .
- Designated audit committee financial expert; strong oversight of internal controls, compliance, cybersecurity, and capital planning as Audit/Finance Chair .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Vivian Chow | 24,576 | <1% | As of June 17, 2025; includes time-based RSUs that will vest contingent upon continued service (for executives; directors receive stock awards) |
| Director stock ownership guideline | 3x annual stock+cash retainer; 5 years to comply | — | All current directors own stock; directors with ≥5 years of service met/exceeded guidelines (Chow has served since 2020) |
| Hedging/pledging | Prohibited | — | Short sales, hedging, monetization, and pledging prohibited under insider trading policy |
Governance Assessment
- Strengths: Independent Audit/Finance Chair with SEC “financial expert” designation; robust committee oversight of financial reporting, internal controls, cybersecurity, and related-party transactions; stock-heavy director retainer aligns interests; clear prohibition on hedging/pledging; no related-party transactions reported in FY2025 .
- Attendance: Meets engagement expectations (≥75% attendance; independent executive sessions each meeting) .
- Signals: High shareholder support for executive pay (98.5% Say-on-Pay in 2024) indicates broader governance alignment; directors subject to meaningful ownership guidelines (3x retainer) .
- Watch items: Auditor tenure (KPMG since FY2003) may draw routine scrutiny from governance observers; Audit/Finance Committee annually reviews independence/performance and partner rotation (next in FY2027) .
Related-Party Exposure
- Policy: Audit/Finance Committee must approve related-party transactions; only deemed acceptable if commercially reasonable and in shareholders’ best interests .
- FY2025 result: No reportable related-party transactions since the beginning of the past fiscal year .
Insider Trades
| Item | FY2025 Disclosure |
|---|---|
| Section 16(a) compliance | Company believes all directors and officers met filing requirements in FY2025; one late filing related to an NEO (Dillard), not Chow |