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STOCK-BASED COMPENSATION | 9 Months Ended
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Dec. 31, 2023
Equity [Abstract] |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION: Stock-based Compensation Plans The Company has stock option and equity compensation plans for which a total of 49.0 million shares of the Company’s common stock have been reserved for issuance since the inception of the plans. At December 31, 2023, there were a total of 6.8 million shares available for future grants under the plans. During the quarter ended June 30, 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 4.0 million shares. The amendment received shareholder approval at the August 2023 annual shareholders' meeting (the "2023 Annual Meeting"). This increased the plan shares from 42.4 million shares at March 31, 2023 to 46.4 million shares beginning in the quarter ended September 30, 2023 and increased the total number of shares reserved for issuance since inception of all plans from 45.0 million shares at March 31, 2023 to 49.0 million shares beginning in the quarter ended September 30, 2023. Stock-based Compensation Expense The Company's stock-based compensation activity for the nine months ended December 31, 2023 and 2022, by award type, was (dollars in thousands):
|  | For the nine months ended
|  | December 31,
|  | 2023 |  | 2022
Stock options |  | $ | 405 |  |  | $ | 776 |
Restricted stock units, time-vesting |  | 36,706 |  |  | 65,214 |
Restricted stock units, performance based |  | 4,876 |  |  | 5,398 |
Data Plus Math ("DPM") acquisition consideration holdback |  | — |  |  | 2,031 |
Acuity performance plan |  | 165 |  |  | 673 |
DataFleets acquisition consideration holdback |  | 2,267 |  |  | 4,532 |
Employee stock purchase plan |  | 1,167 |  |  | 1,527 |
Directors stock-based compensation |  | 938 |  |  | 991 |
Total non-cash stock-based compensation included in the condensed consolidated statements of operations |  | 46,524 |  |  | 81,142 |
Less expense related to liability-based equity awards |  | (2,431) |  |  | (7,237) |
Total non-cash stock-based compensation included in the condensed consolidated statements of equity |  | $ | 44,093 |  |  | $ | 73,905 |
The effect of stock-based compensation expense on income, by financial statement line item, was (dollars in thousands):
|  | For the nine months ended
|  | December 31,
|  | 2023 |  | 2022 |  |
Cost of revenue |  | $ | 2,075 |  |  | $ | 3,664 |  |  |
Research and development |  | 17,330 |  |  | 34,670 |  |  |
Sales and marketing |  | 12,611 |  |  | 17,871 |  |  |
General and administrative |  | 14,508 |  |  | 24,937 |  |  |
Total non-cash stock-based compensation included in the condensed consolidated statements of operations |  | $ | 46,524 |  |  | $ | 81,142 |  |  |
The following table provides the expected future expense for all of the Company's outstanding equity awards at December 31, 2023, by award type. The amount for fiscal 2024 represents the remaining three months ending March 31, 2024. All other periods represent fiscal years ending March 31 (dollars in thousands).
|  | For the years ending March 31,
|  | 2024 |  | 2025 |  | 2026 |  | 2027 |  |  |  | Total
Stock options |  | $ | 81 |  |  | $ | 90 |  |  | $ | — |  |  | $ | — |  |  |  |  | $ | 171 |
Restricted stock units |  | 21,871 |  |  | 78,291 |  |  | 30,440 |  |  | 4,716 |  |  |  |  | 135,318 |
Employee stock purchase plan |  | 431 |  |  | 431 |  |  | — |  |  | — |  |  |  |  | 862 |
Expected future expense |  | $ | 22,383 |  |  | $ | 78,812 |  |  | $ | 30,440 |  |  | $ | 4,716 |  |  |  |  | $ | 136,351 |
Stock Options Activity Stock option activity for the nine months ended December 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, 2023 |  | 524,911 |  |  | $ | 18.39 |  |  |  |  |
Exercised |  | (151,706) |  |  | $ | 19.37 |  |  |  |  | $ | 860 |
Forfeited or canceled |  | (2,410) |  |  | $ | 5.21 |  |  |  |  |
Outstanding at December 31, 2023 |  | 370,795 |  |  | $ | 18.08 |  |  | 1.2 |  | $ | 7,342 |
Exercisable at December 31, 2023 |  | 368,662 |  |  | $ | 18.18 |  |  | 1.2 |  | $ | 7,264 |
The aggregate intrinsic value at period end represents the total pre-tax intrinsic value (the difference between the Company’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 December 31, 2023. This amount changes based upon changes in the fair market value of the Company's common stock. A summary of stock options outstanding and exercisable as of December 31, 2023 was:
|  |  |  |  |  | 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 |  |  | 23,542 |  |  | 5.0 years |  | $ | 0.95 |  |  | 21,409 |  |  | $ | 0.93 |
$ | 10.00 |  |  | — |  | $ | 19.99 |  |  | 182,603 |  |  | 1.4 years |  | $ | 17.49 |  |  | 182,603 |  |  | $ | 17.49 |
$ | 20.00 |  |  | — |  | $ | 24.99 |  |  | 164,650 |  |  | 0.5 years |  | $ | 21.18 |  |  | 164,650 |  |  | $ | 21.18 |
|  |  |  |  |  | 370,795 |  |  | 1.2 years |  | $ | 18.08 |  |  | 368,662 |  |  | $ | 18.18 |
Restricted Stock Unit Activity Time-vesting restricted stock units ("RSUs") - During the nine months ended December 31, 2023, the Company granted time-vesting RSUs covering 1,730,545 shares of common stock and having a fair value at the date of grant of $46.6 million. Of the RSUs granted in the current year, 947,054 vest over three years and 783,491 vest over two years. Grant date fair value of these units is equal to the quoted market price for the shares on the date of grant. RSU activity for the nine months ended December 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, 2023 |  | 4,009,759 |  |  | $ | 32.57 |  |  | 2.20
Granted |  | 1,730,545 |  |  | $ | 26.95 |  |  |
Vested |  | (890,679) |  |  | $ | 32.03 |  |  |
Forfeited or canceled |  | (378,510) |  |  | $ | 33.66 |  |  |
Outstanding at December 31, 2023 |  | 4,471,115 |  |  | $ | 30.41 |  |  | 1.70
The total fair value of RSUs vested during the nine months ended December 31, 2023 was $28.0 million and is measured as the quoted market price of the Company's common stock on the vesting date times the number of shares vested. Performance-based restricted stock units ("PSUs") - Fiscal 2024 plan: During the nine months ended December 31, 2023, the Company granted PSUs covering 666,496 shares of common stock having a fair value at the date of grant of $21.0 million. The grants were made under two separate performance plans. Under the total shareholder return ("TSR") performance plan, units covering 199,946 shares of common stock were granted having a fair value at the date of grant of $8.4 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, 2023 to March 31, 2026. Under the operating metrics performance plan, units covering 466,550 shares of common stock were granted having a fair value at the date of grant of $12.6 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 2024, 2025, and 2026. Fiscal 2023 plan: Units under the Company's fiscal 2023 TSR performance plan, net of forfeitures, covering 101,931 shares of common stock will reach maturity of their relevant performance period at March 31, 2025. 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. Units under the Company's fiscal 2023 operating metrics performance plan, net of forfeitures, covering 237,837 shares of common stock will reach maturity of their relevant performance period at March 31, 2025. 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. Fiscal 2022 plans: Units under the Company's fiscal 2022 special incentive performance plan covering 36,425 shares of common stock were measured and vesting was evaluated on a quarterly basis beginning on January 1, 2023 and continuing through the end of the performance period, December 31, 2023. Through the final measurement date, December 31, 2023, an accumulated 77% achievement, or 27,959 total units were earned under this plan. The remaining 8,466 units are expected to be cancelled in the fourth quarter of fiscal 2024 upon compensation committee approval. Units under the Company's fiscal 2022 TSR performance plan, net of forfeitures, covering 41,298 shares of common stock will reach maturity of their relevant performance period at March 31, 2024. 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. The initial measurement date for the fiscal 2022 operating metrics performance plan was June 30, 2022. Through December 31, 2023, performance metrics have resulted in an accumulated 50% achievement, or 58,308 total earned units, under this plan. Of the earned amount, one-half vested immediately, while the remaining one-half vested one year later. As of December 31, 2023, there remains a maximum potential, net of forfeitures, of 144,554 additional units eligible for attainment under the plan. The final quarterly measurements of attainment will occur as of March 31, 2024, at which time no further attainment is expected under this plan. PSU activity for the nine months ended December 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, 2023 |  | 709,589 |  |  | $ | 34.97 |  |  | 1.01
Granted |  | 666,496 |  |  | $ | 31.58 |  |  |
Vested |  | (55,968) |  |  | $ | 47.11 |  |  |
Forfeited or canceled |  | (214,760) |  |  | $ | 40.19 |  |  |
Outstanding at December 31, 2023 |  | 1,105,357 |  |  | $ | 31.29 |  |  | 1.84
The total fair value of PSUs vested in the nine months ended December 31, 2023 was $1.4 million and is measured as the quoted market price of the Company’s common stock on the vesting date times the number of shares vested. Other Stock Compensation Activity Acquisition-related Performance Plan Through December 31, 2023, the Company has recognized a total of $5.1 million as stock-based compensation expense related to the Acuity performance earnout plan. The final annual settlement of $1.7 million occurred in the second quarter of fiscal 2024. Acquisition-related Consideration Holdback Through December 31, 2023, the Company has recognized a total of $14.7 million as stock-based compensation expense related to the DataFleets consideration holdback. The final settlement of $2.6 million occurred in the third quarter of fiscal 2024. Qualified Employee Stock Purchase Plan ("ESPP") During the nine months ended December 31, 2023, 216,699 shares of common stock were purchased under the ESPP at a weighted-average price of $19.76 per share, resulting in cash proceeds of $4.3 million over the relevant offering periods. Stock-based compensation expense associated with the ESPP was $1.2 million for the nine months ended December 31, 2023. At December 31, 2023, there was approximately $0.9 million of total unrecognized stock-based compensation expense related to the ESPP, which is expected to be recognized on a straight-line basis over the remaining term of the current offering period.

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- Definition The entire disclosure for shareholders' equity and share-based payment arrangement. Includes, but is not limited to, disclosure of policy and terms of share-based payment arrangement, deferred compensation arrangement, and employee stock purchase plan (ESPP). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//505/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//718/tableOfContent + Details
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