The Company has authorized 200 million shares of $0.10 par value common stock and 1 million shares of $1.00 par value preferred stock. The board of directors of the Company may designate the relative rights and preferences of the preferred stock when and if issued. Such rights and preferences could include liquidation preferences, redemption rights, voting rights and dividends, and the shares could be issued in multiple series with different rights and preferences. There has not been any preferred stock activity in the periods presented.

On August 29, 2011, the board of directors adopted a common stock repurchase program. That program was subsequently modified and expanded, most recently on December 20, 2022 to authorize an additional $100.0 million in share repurchases and extend the term of the existing common stock repurchase program. Under the modified common stock repurchase program, the Company may purchase up to $1.1 billion of its common stock through the period ending December 31, 2024. During the fiscal year ended March 31, 2023, the Company repurchased 6.1 million shares of its common stock for $150.0 million under the stock repurchase program. During the fiscal year ended March 31, 2022, the Company repurchased 1.3 million shares of its common stock for $58.6 million under the stock repurchase program. During the fiscal year ended March 31, 2021, the Company repurchased 1.3 million shares of its common stock for $42.3 million under the stock repurchase program. Through March 31, 2023, the Company has repurchased 35.6 million shares of its common stock for $882.2 million, leaving remaining capacity of $217.8 million under the stock repurchase program.

The Company has stock option, equity compensation, and stock purchase plans for which a total of 45.0 million shares of the Company’s common stock have been reserved for issuance since the inception of the plans. At March 31, 2023, there were a total of 5.4 million shares available for future grants under the plans, of which 1.1 million shares relate to the Company's qualified employee stock purchase plan.

During fiscal 2023, the board of directors voted to amend the Amended and Restated 2005 Equity Compensation Plan (the "2005 Plan") to increase the number of shares available under the plan by 4.5 million shares. The amendment received shareholder approval at the August 9, 2022 annual shareholders' meeting (the "2022 Annual Meeting"), bringing the plan shares from 37.9 million shares at June 30, 2022 to 42.4 million shares beginning in the quarter ended September 30, 2022. The board of directors also voted to amend the LiveRamp Holdings, Inc. Employee Stock Purchase Plan (the "ESPP") to increase the number of shares available under the plan by 1.0 million shares. The amendment received shareholder approval at the 2022 Annual Meeting bringing the ESPP shares from 0.4 million shares at June 30, 2022 to 1.4 million shares beginning in the quarter ended September 30, 2022. These actions bring the total number of shares reserved for issuance since inception of all plans from 39.5 million shares at June 30, 2022 to 45.0 million shares beginning in the quarter ended September 30, 2022.

During fiscal 2023, the board of directors voted to further amend the Company's 2005 Plan. The 2005 Plan was amended to provide that, in the event of a participant’s retirement on or after age 65 with at least five years of service, awards held by the participant at retirement will continue to vest in accordance with their terms. This amendment to the 2005 Plan impacted stock-based compensation expense by accelerating $5.4 million of expense recognition into fiscal 2023 that would have otherwise been recognized over future reporting periods through the quarter ending December 31, 2025.

The Company's stock-based compensation activity for the twelve months ended March 31, 2023, 2022, and 2021, by award type, was (dollars in thousands):



	Year ended March 31,
	2023		2022		2021
Stock options	$	968	$	1,935	$	2,308

Restricted stock units	111,943		56,008		78,164
Diablo restricted stock awards	1,126		794		—

Data Plus Math ("DPM") acquisition consideration holdback	2,031		8,122		8,030
Pacific Data Partners assumed performance plan	—		9,101		18,388
Acuity performance plan	815		1,912		2,208
DataFleets acquisition consideration holdback	5,611		6,043		755
Employee stock purchase plan	2,051		1,803		704
Directors stock-based compensation	1,255		1,539		1,150
Total non-cash stock-based compensation included in the consolidated statements of operations	125,800		87,257		111,707
Less expense related to liability-based equity awards	(8,449)		(16,077)		(27,311)

Total non-cash stock-based compensation included in the consolidated statements of equity	$	117,351	$	71,180	$	84,396



	Year ended March 31,
	2023		2022		2021
Cost of revenue	$	6,317	$	4,111	$	5,300
Research and development	55,407		32,112		38,960
Sales and marketing	29,429		28,586		40,401
General and administrative	34,647		22,448		27,046
Total non-cash stock-based compensation included in the consolidated statements of operations	$	125,800	$	87,257	$	111,707

•In March 2023, this resulted in the vesting of time-vesting restricted stock units covering approximately 1.5 million shares of common stock. The Company recognized $22.6 million of compensation costs related to the accelerated vesting of these units, which is included in loss from operations in the consolidated statement of operations. Of the $22.6 million compensation costs, $0.4 million represented incremental compensation cost due to the modification and $22.1 million represented accelerated original grant date fair value compensation cost.

•In March 2021, this resulted in the vesting of time-vesting and performance-based restricted stock units covering approximately 0.7 million shares of common stock. The Company recognized $21.4 million of compensation costs related to the accelerated vesting of these units, which is included in loss from operations in the consolidated statement of operations. Of the $21.4 million compensation costs, $8.4 million represented incremental compensation cost due to the modification and $13.0 million represented accelerated original grant date fair value compensation cost.

The following table provides the expected future expense for all of the Company's outstanding equity awards at March 31, 2023, by award type.


	For the years ending March 31,
	2024		2025		2026		Total
Stock options	$	583	$	125	$	—	$	708
Restricted stock units	49,579		59,676		15,304		124,559

Acuity performance plan	165		—		—		165
DataFleets acquisition consideration holdback	2,266		—		—		2,266
Employee stock purchase plan	361		—		—		361
Expected future expense	$	52,954	$	59,801	$	15,304	$	128,059

In fiscal 2022, in connection with the acquisition of DataFleets, the Company replaced all unvested outstanding stock options held by DataFleets employees immediately prior to the acquisition with options to acquire shares of LiveRamp common stock having substantially the same terms and conditions as were applicable under the original options. In total, the Company issued 42,154 replacement options at a weighted-average exercise price of $0.70 per share. The acquisition-date fair value of the replacement stock options was $2.9 million and was determined using a binomial lattice model. All of the replacement options require post-combination service. As a result, the $2.9 million acquisition-date fair value is considered future compensation cost and will be recognized as stock-based compensation cost over the remaining service period of the replacement options.

Stock option activity for the twelve months ended March 31, 2023 was:


				Weighted average
		Weighted average		remaining	Aggregate
	Number of	exercise price		contractual term	Intrinsic value
	shares	per share		(In years)	(In thousands)
Outstanding at March 31, 2022	730,004	$	16.28

Exercised	(200,559)	$	11.06		$	3,681
Forfeited or canceled	(4,534)	$	2.48
Outstanding at March 31, 2023	524,911	$	18.39	1.6	$	1,857
Exercisable at March 31, 2023	514,870	$	18.73	1.5	$	1,646

The aggregate intrinsic value for options exercised in fiscal 2023, 2022, and 2021 was $3.7 million, $4.3 million, and $23.2 million, respectively. The aggregate intrinsic value at period end represents the total pre-tax intrinsic value (the difference between LiveRamp’s closing stock price on the last trading day of the period and the exercise price for each in-the-money option) that would have been received by the option holders had they exercised their options on March 31, 2023. This amount changes based upon changes in the fair market value of LiveRamp’s common stock.


					Options outstanding				Options exercisable
Range of						Weighted average	Weighted average			Weighted average
exercise price					Options	remaining	exercise price		Options	exercise price
per share					outstanding	contractual life	per share		exercisable	per share
$	—	—	$	9.99	40,973	5.7 years	$	0.98	30,932	$	1.01
$	10.00	—	$	19.99	182,603	2.1 years	$	17.49	182,603	$	17.49
$	20.00	—	$	24.99	301,335	0.8 years	$	21.31	301,335	$	21.31

					524,911	1.6 years	$	18.39	514,870	$	18.73

During fiscal 2022, in connection with the acquisition of Diablo, the Company replaced the unvested outstanding restricted stock shares held by a Diablo employee immediately prior to the acquisition with restricted shares of LiveRamp common stock having substantially the same terms and conditions as were applicable under the original restricted stock agreement. The conversion calculation resulted in issuance of 40,600 replacement restricted stock shares having an acquisition-date fair value of $1.9 million. The restricted shares vest subject to post-combination service requirements. As a result, the acquisition-date fair value is considered future compensation cost and was recognized as stock-based compensation cost over the vesting period of the awards.


		Weighted average
		fair value per		Weighted average
	Number	share at grant		remaining contractual
	of shares	date		term (in years)
Unvested restricted stock awards at March 31, 2022	24,766	$	47.29
Diablo replacement restricted stock award	—	$	47.29
Vested	(24,766)	$	47.29
Unvested restricted stock awards at March 31, 2023	—	$	—	n/a

The total fair value of restricted stock awards vested during the twelve months ended March 31, 2023 and 2022 was $0.6 million and $0.8 million, respectively, and is measured as the quoted market price of the Company's common stock on the vesting date for the number of shares vested.

During the twelve months ended March 31, 2023, the Company granted time-vesting RSUs covering 4,352,078 shares of common stock and having a fair value at the date of grant of $107.2 million. The RSUs granted in the current year primarily vest over three years. Grant date fair value of these units is equal to the quoted market price for the shares on the date of grant.

During fiscal 2022, the Company granted time-vesting RSUs covering 3,037,440 shares of common stock and having a fair value at the date of grant of $143.4 million. The RSUs granted in fiscal 2022 primarily vest over four years. Grant date fair value of these units is equal to the quoted market price for the shares on the date of grant. Included in the RSUs granted in fiscal 2022 were units related to the Diablo and Rakam acquisitions (see Note 5). Following the closing of the Diablo acquisition, the Company granted new awards of RSUs covering 98,442 shares of common stock, and having a grant date fair value of $4.7 million, to select employees to induce them to accept employment with the Company. In connection with the Rakam acquisition, the Company extended employment agreements and granted new awards of RSUs, covering 55,927 shares of common stock having a grant date fair value of $2.6 million, to two key Rakam employees.

During fiscal 2021, the Company granted time-vesting RSUs covering 2,228,445 shares of common stock and having a fair value at the date of grant of $99.8 million. The RSUs granted in fiscal 2021 primarily vest over four years. Grant date fair value of these units is equal to the quoted market price for the shares on the date of grant. Included in the RSUs granted in fiscal 2021 were units related to the DataFleets acquisition. Following the closing of the DataFleets acquisition, the Company granted new awards of RSUs covering 193,595 shares of common stock, and having a grant date fair value of $13.5 million, to select employees and contractors to induce them to accept employment with the Company.

RSU activity for the twelve months ended March 31, 2023 was:


		Weighted-average
		fair value per		Weighted-average
	Number	share at grant		remaining contractual
	of shares	date		term (in years)
Outstanding at March 31, 2022	4,176,682	$	47.00	2.85
Granted	4,352,078	$	24.63
Vested	(1,614,868)	$	46.68
Units vested under the Company's March 2023 acceleration plan	(1,508,196)	$	30.42
Forfeited or canceled	(1,395,937)	$	37.07
Outstanding at March 31, 2023	4,009,759	$	32.57	2.20

The total fair value of RSUs vested during the twelve months ended March 31, 2023, 2022, and 2021 was $71.5 million, $30.3 million, and $126.9 million, respectively, and is measured as the quoted market price of the Company's common stock on the vesting date for the number of shares vested.

Under the total shareholder return ("TSR") performance plan, units covering 121,951 shares of common stock were granted having a fair value at the date of grant of $3.7 million, determined using a Monte Carlo simulation model. The units vest subject to attainment of market conditions established by the compensation committee of the board of directors (“compensation committee”) and continuous employment through the vesting date. The units may vest in a number of shares from 0% to 200% of the award, based on the TSR of LiveRamp common stock compared to the TSR of the Russell 2000 market index for the period from April 1, 2022 to March 31, 2025.

Under the operating metrics performance plan, units covering 284,550 shares of common stock were granted having a fair value at the date of grant of $6.3 million, which was equal to the quoted market price for the shares on the date of grant. The units vest subject to attainment of performance criteria established by the compensation committee and continuous employment through the vesting date. The units may vest in a number of shares from 0% to 200% of the award, at the end of the performance period, based on the average attainment of annual revenue growth and EBITDA margin targets for fiscal years 2023, 2024, and 2025. To the extent that shares are earned, 50% vest immediately and 50% vest on the one-year anniversary of attainment approval.

Under a special incentive performance plan, units covering 36,425 shares of common stock were granted having a fair value at the date of grant of $1.7 million, which was equal to the quoted market price for the shares on the date of grant. The units vest subject to attainment of performance criteria established by the compensation committee and continuous employment through the vesting date. The units may vest in a number of shares from 0% to 100% of the award, based on the attainment of key productivity metrics for the period beginning at the date of grant and continuing through December 31, 2023. Attainment will be measured and vesting evaluated on a quarterly basis beginning on January 1, 2023 and continuing through the end of the performance period. Through March 31, 2023, measurements have resulted in an accumulated 63% achievement, or 22,948 total earned units, under this plan. At March 31, 2023, there remains a maximum potential of 13,477 additional units eligible for attainment under the plan.

Under the fiscal 2022 TSR performance plan, units covering 63,815 shares of common stock were granted having a fair value at the date of grant of $3.8 million, determined using a Monte Carlo simulation model. The units vest subject to attainment of market conditions established by the compensation committee and continuous employment through the vesting date. The units may vest in a number of shares from 0% to 200% of the award, based on the TSR of LiveRamp common stock compared to the TSR of the Russell 2000 market index for the period from April 1, 2021 to March 31, 2024.

Under the fiscal 2022 operating metrics performance plan, units covering 148,912 shares of common stock were granted having a fair value at the date of grant of $7.1 million, which was equal to the quoted market price for the shares on the date of grant. The units vest subject to attainment of performance criteria established by the compensation committee and continuous employment through the vesting date. The units may vest in a number of shares from 0% to 200% of the award, based on the attainment of trailing twelve-month revenue growth and EBITDA margin targets for the period from April 1, 2021 to March 31, 2024. Performance will be measured and vesting evaluated on a quarterly basis beginning with the period ending June 30, 2022 and continuing through the end of the performance period. To the extent that shares are earned in a given quarter, 50% vest immediately and 50% vest on the one-year anniversary of attainment approval, except that all earned but unvested shares will vest fully at the end of the measurement period. Through March 31, 2023, metrics measurements have resulted in an accumulated 50% achievement, or 58,312 total earned units, under this plan. As of March 31, 2023, there remains a maximum potential of 174,930 additional units eligible for attainment under the plan. Quarterly measurements of attainment will continue through March 31, 2024.

Under the fiscal 2021 TSR performance plan, units covering 73,950 shares of common stock were granted having a fair value at the date of grant of $4.2 million, determined using a Monte Carlo simulation model. The units vest subject to attainment of market conditions established by the compensation committee and continuous employment through the vesting date. The units may vest in a number of shares from 0% to 200% of the award, based on the total shareholder return of LiveRamp common stock compared to total shareholder return of the Russell 2000 market index for the period from April 1, 2020 to March 31, 2023. Remaining units under the fiscal 2021 TSR PSU plan, covering 59,634 shares of common stock, reached maturity of their relevant performance period at March 31, 2023. The final performance measurement resulted in 0% attainment. The units are expected to be cancelled in the first quarter of fiscal 2024 upon compensation committee approval.

Under the fiscal 2021 operating metrics performance plan, units covering 172,574 shares of common stock were granted having a fair value at the date of grant of $6.5 million, which was equal to the quoted market price for the shares on the date of grant. The units vest subject to attainment of performance criteria established by the compensation committee and continuous employment through the vesting date. The units may vest in a number of shares from 0% to 200% of the award, based on the attainment of trailing twelve-month revenue growth and EBITDA margin targets for the period from April 1, 2020 to March 31, 2023. The operating metrics plan performance was measured and vesting evaluated on a quarterly basis beginning with the period ended June 30, 2021 and continuing through the end of the performance period. Through the March 31, 2023 final measurement date, an accumulated 50% achievement, or 71,666 total units were earned under this plan. Of the earned amount, one-half vested immediately, while the remaining one-half vests one year later. The remaining 69,588 units are expected to be cancelled in the first quarter of fiscal 2024 upon compensation committee approval.

PSU activity for the twelve months ended March 31, 2023 was:


		Weighted-average
		fair value per		Weighted-average
	Number	share at grant		remaining contractual
	of shares	date		term (in years)
Outstanding at March 31, 2022	584,468	$	51.26	1.01
Granted	406,501	$	24.65

Vested	(134,671)	$	45.96

Forfeited or canceled	(146,709)	$	61.20
Outstanding at March 31, 2023	709,589	$	34.97	1.38

The total fair value of PSUs vested in the twelve months ended March 31, 2023, 2022 and 2021 was $3.0 million, $6.7 million and $8.4 million, respectively, and is measured as the quoted market price of the Company’s common stock on the vesting date for the number of shares vested.

As part of the Company's fiscal 2021 acquisition of Acuity, the Company will be obligated to pay up to an additional $5.1 million, settled in a variable number of shares of Company common stock, and subject to certain performance conditions and continued employment of each participant. Performance will be measured and vesting evaluated in three annual increments on the anniversary of the closing date (which date may be changed by the board of directors to an earlier date). Through March 31, 2023, the Company has recognized a total of $4.9 million as stock-based compensation expense related to the Acuity performance earnout plan. At March 31, 2023, the recognized, but unpaid, balance in other accrued expense in the consolidated balance sheet was $1.5 million. The final annual settlement of $1.7 million is expected to occur in the second quarter of fiscal 2024.

As part of the Company's fiscal 2021 acquisition of DataFleets, $18.1 million of the acquisition consideration otherwise payable with respect to shares of DataFleets common stock held by certain key employees was subject to holdback by the Company pursuant to agreements with those employees (each, a "Holdback Agreement"). Each Holdback Agreement specifies that the consideration holdback will vest in three equal annual increments on the anniversary of the closing date (which date may be changed by the board of directors to an earlier date). Vesting is subject to the DataFleets key employees' continued employment through each annual vesting date and will be settled in shares of Company common stock. Through March 31, 2023, the Company has recognized a total of $12.4 million as stock-based compensation expense related to the DataFleets consideration holdback. At March 31, 2023, the recognized, but unpaid, balance related to the DataFleets consideration holdback in other accrued expenses in the consolidated balance sheet was $0.3 million. The final annual settlement of $2.6 million is expected to occur in the fourth quarter of fiscal 2024.

As part of the Company's fiscal 2020 acquisition of Data Plus Math ("DPM"), $24.4 million of the acquisition consideration otherwise payable with respect to shares of DPM common stock held by certain key employees was subject to holdback by the Company pursuant to agreements with those employees (each, a "Holdback Agreement"). Each Holdback Agreement specifies that the consideration holdback will vest in three equal annual increments on the anniversary of the closing date (which date may be changed by the board of directors to an earlier date). Vesting is subject to the DPM key employees' continued employment through each annual vesting date and will be settled in shares of Company common stock. The final annual settlement was paid during the first quarter of fiscal 2023.

Under the Company's ESPP, all eligible employees are permitted to authorize payroll deductions of up to the applicable ESPP and statutory limits to purchase shares of common stock. The ESPP provides for offering periods that are generally every six months. ESPP purchases generally occur on May 31st and November 30th each year. At each purchase date, employees are able to purchase shares at 85% of the lower of (1) the closing market price per share of common stock on the employee's enrollment into the applicable offering period and (2) the closing market price per share of common stock on the purchase date.

The Company calculates the fair value of the ESPP purchase right using the Black-Scholes option-pricing model. Stock-based compensation expense associated with the ESPP was $2.1 million, $1.8 million and $1.0 million for the twelve months ended March 31, 2023, 2022, and 2021, respectively.

During the twelve months ended March 31, 2023, 197,255 shares of common stock were purchased under the ESPP at a weighted-average price of $20.38 per share, resulting in cash proceeds of $4.0 million over the relevant offering periods. During the twelve months ended March 31, 2022, 103,447 shares of common stock were purchased under the ESPP at a weighted-average price of $41.44 per share, resulting in cash proceeds of $4.3 million over the relevant offering periods. During the twelve months ended March 31, 2021, 44,980 shares of common stock were purchased under the ESPP at a weighted-average price of $41.53 per share, resulting in cash proceeds of $1.9 million over the relevant offering periods.