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STOCK-BASED COMPENSATION | 9 Months Ended
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Dec. 31, 2024
Equity [Abstract] |
STOCK-BASED COMPENSATION | 5. STOCK-BASED COMPENSATION: Stock-based Compensation Plans The Company has stock option and equity compensation plans for which a total of 51.5 million shares of the Company’s common stock have been reserved for issuance since the inception of the plans. At December 31, 2024, there were a total of 6.6 million shares available for future grants under the plans. During the quarter ended June 30, 2024, 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 2005 Plan by 2.5 million shares. The amendment received shareholder approval at the August 2024 annual shareholders' meeting. This increased the 2005 Plan shares from 46.4 million shares at March 31, 2024 to 48.9 million shares beginning in the quarter ended September 30, 2024 and increased the total number of shares reserved for issuance since inception of all plans from 49.0 million shares at March 31, 2024 to 51.5 million shares beginning in the quarter ended September 30, 2024. Stock-based Compensation Expense The Company's stock-based compensation activity for the nine months ended December 31, 2024 and 2023, by award type, was (dollars in thousands):
|  | For the nine months ended
|  | December 31,
|  | 2024 |  | 2023
Stock options |  | $ | 2,504 |  |  | $ | 405 |
Restricted stock units, time-vesting |  | 64,056 |  |  | 36,706 |
Restricted stock units, performance based |  | 10,709 |  |  | 4,876 |
Habu restricted stock awards |  | 650 |  |  | — |
Acuity performance plan |  | — |  |  | 165 |
DataFleets acquisition consideration holdback |  | — |  |  | 2,267 |
Habu acquisition consideration holdback |  | 3,659 |  |  | — |
Employee stock purchase plan |  | 1,297 |  |  | 1,167 |
Directors stock-based compensation |  | 938 |  |  | 938 |
Total non-cash stock-based compensation included in the condensed consolidated statements of operations |  | 83,813 |  |  | 46,524 |
Less expense related to liability-based equity awards |  | (3,734) |  |  | (2,431) |
Total non-cash stock-based compensation included in the condensed consolidated statements of equity |  | $ | 80,079 |  |  | $ | 44,093 |
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,
|  | 2024 |  | 2023
Cost of revenue |  | $ | 4,550 |  |  | $ | 2,075 |
Research and development |  | 31,210 |  |  | 17,330 |
Sales and marketing |  | 21,754 |  |  | 12,611 |
General and administrative |  | 26,299 |  |  | 14,508 |
Total non-cash stock-based compensation included in the condensed consolidated statements of operations |  | $ | 83,813 |  |  | $ | 46,524 |
The following table provides the expected future expense for all of the Company's outstanding equity awards at December 31, 2024, by award type. The amount for fiscal 2025 represents the remaining three months ending March 31, 2025. All other periods represent fiscal years ending March 31 (dollars in thousands):
|  | For the years ending March 31,
|  | 2025 |  | 2026 |  | 2027 |  | 2028 |  |  |  | Total
Stock options |  | $ | 732 |  |  | $ | 2,305 |  |  | $ | 1,140 |  |  | $ | 95 |  |  |  |  | $ | 4,272 |
Restricted stock units |  | 23,641 |  |  | 57,467 |  |  | 33,138 |  |  | 3,542 |  |  |  |  | 117,788 |
Habu restricted stock awards |  | 203 |  |  | 271 |  |  | 6 |  |  | — |  |  |  |  | 480 |
Habu acquisition consideration holdback |  | 1,220 |  |  | 4,879 |  |  | 4,067 |  |  | — |  |  |  |  | 10,166 |
Employee stock purchase plan |  | 490 |  |  | 326 |  |  | — |  |  | — |  |  |  |  | 816 |
Expected future expense |  | $ | 26,286 |  |  | $ | 65,248 |  |  | $ | 38,351 |  |  | $ | 3,637 |  |  |  |  | $ | 133,522 |
Stock Options Activity Stock option activity for the nine months ended December 31, 2024 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, 2024 |  | 622,122 |  |  | $ | 14.39 |  |  |  |  |
Exercised |  | (219,819) |  |  | $ | 17.02 |  |  |  |  | $ | 3,208 |
Forfeited or canceled |  | (15,814) |  |  | $ | 9.63 |  |  |  |  |
Outstanding at December 31, 2024 |  | 386,489 |  |  | $ | 13.09 |  |  | 4.1 |  | $ | 6,680 |
Exercisable at December 31, 2024 |  | 244,956 |  |  | $ | 15.34 |  |  | 1.9 |  | $ | 2,997 |
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, 2024. 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, 2024 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 |  |  | 197,234 |  |  | 7.6 years |  | $ | 8.68 |  |  | 55,701 |  |  | $ | 7.38 |
$ | 10.00 |  |  | — |  | $ | 19.99 |  |  | 180,056 |  |  | 0.4 years |  | $ | 17.49 |  |  | 180,056 |  |  | $ | 17.49 |
$ | 20.00 |  |  | — |  | $ | 24.99 |  |  | 9,199 |  |  | 1.5 years |  | $ | 21.32 |  |  | 9,199 |  |  | $ | 21.32 |
|  |  |  |  |  | 386,489 |  |  | 4.1 years |  | $ | 13.09 |  |  | 244,956 |  |  | $ | 15.34 |
Habu Restricted Stock Awards During fiscal 2024, in connection with the acquisition of Habu, the Company replaced the unvested outstanding restricted stock shares held by Habu employees 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 the issuance of 36,118 replacement restricted stock shares having an acquisition-date fair value of $1.4 million. Of the $1.4 million acquisition-date fair value, $0.1 million was attributed to pre-combination service and treated as a component of purchase consideration transferred. The remaining $1.3 million of acquisition-date fair value is considered future compensation cost and is being recognized as stock-based compensation cost over the remaining service period of the replacement restricted stock shares. Habu restricted stock share activity for the nine months ended December 31, 2024 was:
|  |  |  | 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, 2024 |  | 36,118 |  |  | $ | 39.48 |  |  | 1.3
Vested |  | (23,029) |  |  | $ | 39.48 |  |  |
Unvested restricted stock awards at December 31, 2024 |  | 13,089 |  |  | $ | 39.48 |  |  | 0.7
The total fair value of restricted stock awards vested during the nine months ended December 31, 2024 was $0.7 million and is measured as the quoted market price of the Company's common stock on the vesting date for the number of shares vested. Restricted Stock Unit Activity Time-vesting restricted stock units ("RSUs") - During the nine months ended December 31, 2024, the Company granted time-vesting RSUs covering 1,922,173 shares of common stock and having a fair value at the date of grant of $61.3 million. The RSUs granted in the current year will 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. RSU activity for the nine months ended December 31, 2024 was:
|  |  |  | Weighted-average |  |
|  |  |  | fair value per |  | Weighted-average
|  | Number |  | share at grant |  | remaining contractual
|  | of shares |  | date |  | term (in years)
Outstanding at March 31, 2024 |  | 4,401,513 |  |  | $ | 31.10 |  |  | 1.64
Granted |  | 1,922,173 |  |  | $ | 31.89 |  |  |
Vested |  | (2,124,029) |  |  | $ | 29.78 |  |  |
Forfeited or canceled |  | (417,133) |  |  | $ | 32.56 |  |  |
Outstanding at December 31, 2024 |  | 3,782,524 |  |  | $ | 32.09 |  |  | 1.78
The total fair value of RSUs vested during the nine months ended December 31, 2024 was $64.1 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 2025 plan: During the nine months ended December 31, 2024, the Company granted PSUs covering 429,857 shares of common stock having a fair value at the date of grant of $15.5 million. The grants were made under two separate performance plans. Under the total shareholder return ("TSR") performance plan, units covering 128,953 shares of common stock were granted having a fair value at the date of grant of $5.6 million, determined using a Monte Carlo simulation model. The units vest subject to attainment of market conditions established by the talent and 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, 2024 to March 31, 2027. Under the operating metrics performance plan, units covering 300,904 shares of common stock were granted having a fair value at the date of grant of $9.9 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 2025, 2026, and 2027. Fiscal 2024 plan: Units under the Company's fiscal 2024 TSR performance plan, net of forfeitures, covering 199,946 shares of common stock will reach maturity of their relevant performance period at March 31, 2026. 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. Units under the Company's fiscal 2024 operating metrics performance plan, net of forfeitures, covering 466,550 shares of common stock will reach maturity of their relevant performance period at March 31, 2026. 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. The final measurement of attainment will occur as of March 31, 2025. The Company expects an approximate 80% final attainment resulting in approximately 190,270 of earned shares to be released under this plan during the first quarter of fiscal 2026 upon compensation committee approval. The remaining 47,567 units are expected to be cancelled at that time. PSU activity for the nine months ended December 31, 2024 was:
|  |  |  | Weighted-average |  |
|  |  |  | fair value per |  | Weighted-average
|  | Number |  | share at grant |  | remaining contractual
|  | of shares |  | date |  | term (in years)
Outstanding at March 31, 2024 |  | 1,095,748 |  |  | $ | 31.15 |  |  | 1.61
Granted |  | 429,857 |  |  | $ | 36.14 |  |  |
Vested |  | (29,939) |  |  | $ | 55.65 |  |  |
Forfeited or canceled |  | (59,545) |  |  | $ | 51.21 |  |  |
Outstanding at December 31, 2024 |  | 1,436,121 |  |  | $ | 31.30 |  |  | 1.37
The total fair value of PSUs vested in the nine months ended December 31, 2024 was $1.0 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. Other Stock Compensation Activity Acquisition-related Consideration Holdback Through December 31, 2024, the Company has recognized a total of $4.5 million as stock-based compensation expense related to the Habu consideration holdback. At December 31, 2024, the recognized, but unpaid, balance related to the Habu consideration holdback in other accrued expenses in the condensed consolidated balance sheet was $4.5 million. The first annual settlement of $4.9 million is expected to occur in the fourth quarter of fiscal 2025. Qualified Employee Stock Purchase Plan ("ESPP") During the nine months ended December 31, 2024, 187,764 shares of common stock were purchased under the ESPP at a weighted-average price of $26.25 per share, resulting in cash proceeds of $4.9 million over the relevant offering periods. Stock-based compensation expense associated with the ESPP was $1.3 million for the nine months ended December 31, 2024. At December 31, 2024, there was approximately $0.8 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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