UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 3, 2025 (
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 3, 2025, LiveRamp Holdings, Inc. (the “Company”) announced that Kimberly Bloomston, the Company’s Chief Product Officer, ceased serving in such role effective March 1, 2025 and her employment with the Company will terminate effective as of the end of fiscal 2025. In connection with her departure, Ms. Bloomston will receive a lump sum cash severance payment of $1,088,819, which is equal to the sum of her current base salary, her average annual bonus for the two prior fiscal years and the target amount of her fiscal 2025 cash bonus opportunity, as well as a lump sum cash payment to cover COBRA continuation coverage for Ms. Bloomston and her eligible dependents for 12 months. In addition, the Company will accelerate vesting of a prorated portion of Ms. Bloomston’s outstanding performance-based restricted stock units based on actual performance as of the date her employment terminates. The payment of the foregoing amounts is subject to Ms. Bloomston’s execution of, and her compliance with, a separation agreement and release of claims.
Ms. Bloomston has agreed to provide consulting services to the Company on a limited basis until March 31, 2026, in accordance with a consulting agreement to be entered into between the Company and Ms. Bloomston as of the termination of her employment (the “Consulting Agreement”). Ms. Bloomston will receive an hourly consulting fee of $215 based on the number of hours worked. In addition, during the term of the Consulting Agreement, Ms. Bloomston’s outstanding time-based equity awards scheduled to vest in fiscal year 2026 will continue to vest and settle in accordance with the schedule set forth in the applicable grant documents, excluding any inconsistent provisions relating to the effect upon the award of Ms. Bloomston’s cessation of employment, provided vesting will cease and such awards will be forfeited if Ms. Bloomston accepts other employment or ceases providing consulting services to the Company.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LIVERAMP HOLDINGS, INC. | ||
| By: | /s/ Jerry C. Jones | |
| Jerry C. Jones | ||
| Chief Ethics and Legal Officer & Executive Vice President |
Date: March 3, 2025