January
28, 2010
By
EDGAR Transmission
Securities
and Exchange Commission
Division
of Corporation Finance
100 F
Street, N.E., Mail Stop 3561
Washington,
DC 20549
Attn: H.
Christopher Owings
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Re:
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LivePerson,
Inc.
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Form 10-K for the Fiscal Year Ended
December 31, 2008
Filed
March 13, 2009
Definitive
Proxy Statement on Schedule 14A
Filed
April 30, 2009
Forms
10-Q for the Fiscal Quarters Ended March 31, 2009 and June 30,
2009
Filed
May 11, 2009 and August 7, 2009
File No.
000-30141
Dear Mr.
Owings:
On behalf
of LivePerson, Inc. (the “Company”), we respectfully provide the following
additional information in response to a telephone conversation between the
Company and Ms. Mara Ransom of the Staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) held on January 22, 2010.
The
Company intends to modify the disclosure contained in the four bullet points on
page 3 of my letter to the Staff dated January 15, 2010 substantially similar to
what is included below.
Except
where noted otherwise, the Company intends to comply with the comments in all
future filings.
Securities
and Exchange Commission
January
28, 2010
Page
2
Definitive Proxy Statement
on Schedule 14A
Annual Incentive
Compensation, page 14
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1.
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We
note your response to comment four from our letter dated October 28, 2009.
We note that each officer’s annual incentive compensation is determined,
in part, on the
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“Company’s
performance against objectives, in the following four areas: actual revenue as
compared to target revenue; actual EBITDA per share as compared to target EBITDA
per share; actual revenue-to-payroll ratio as compared to target
revenue-to-payroll ratio; and consumer division actual revenue as compared to
consumer division target revenue.”
Please
quantify each goal, discuss your actual results under those goals, and how the
amount paid to each executive officer was ultimately
determined. Please state if the Compensation Committee exercised its
discretion and adjusted any named executive officer’s incentive
payout. With respect to the Executive Vice President of Marketing,
Executive Vice President and GM Technology Operations, please explain what
objectives you utilize to determine this executive officer’s annual incentive
compensation and explain how the objectives are weighted; provide similar
disclosure to what you have provided with respect to the other named executive
officers you discuss here. Please also discuss the circumstances
under which any discretion may be exercised in granting such awards absent
attainment of the stated performance goal. Please see Instruction 4
to Item 402(b) of Regulation S-K.
Response:
For the
fiscal year 2008, actual achievements against the four metric components, and
ultimate payout of incentive compensation was determined as follows for both the
Company’s Chief Executive Officer and its President/Chief Financial
Officer:
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·
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With
respect to the metric component relating to the Company’s 2008 revenue,
the target for this component was $78.0 million and the actual was $74.7
million, representing 96% of target, which, per the incentive plan for
these executives, corresponded to a payout of 67% for this
component.
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|
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·
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With
respect to the metric component relating to the Company’s 2008 EBITDA per
share, the target for this component was $0.22 and the actual was $0.20,
representing 91% of target, which, per the incentive plan for these
executives, corresponded to a payout of 80% for this
component.
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Securities
and Exchange Commission
January
28, 2010
Page
3
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·
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With
respect to the metric component relating to the Company’s 2008 revenue to
payroll ratio, the target for this component was 1.90 and the actual was
2.06, meaning that the target was over-performed by 108%, which, per the
incentive plan for these executives, corresponded to a payout of 116% for
this component.
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·
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With
respect to the metric component relating to the Company’s 2008 consumer
segment fourth quarter revenue to first quarter revenue ratio, the target
for this component was 1.3 and the actual ratio was 0.9, representing 70%
of target, which, per the incentive plan for these executives, failed to
meet the threshold achievement for this component and accordingly,
corresponded to a payout of 0% for this
component.
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* * * * *
* * *
The
Company hereby acknowledges that:
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(i)
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it
is responsible for the adequacy and accuracy of the disclosure in the
10-K;
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(ii)
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Staff
comments or changes to disclosure in response to Staff comments do not
foreclose the Commission from taking any action with respect to the 10-K;
and
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(iii)
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the
Company may not assert the Staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities
laws of the United States.
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If you
require additional information, please telephone the undersigned at (212)
937-7239. Thank you.
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Very
truly yours,
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/s/
Brian B. Margolis
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Brian
B. Margolis
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Enclosures
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cc:
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Robert
P. LoCascio (LivePerson, Inc.)
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Monica L. Greenberg, Esq. (LivePerson,
Inc.)