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. The Company currently has no plans for the issuance of any shares of preferred stock.

On August 29, 2011, the board of directors adopted a common stock repurchase program. That program was subsequently modified and expanded, most recently on November 3, 2020. On that date, the board of directors extended the term of the existing common stock repurchase program. Under the modified common stock repurchase program, the Company may purchase up to $1.0 billion of its common stock through the period ending December 31, 2022. 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. During the fiscal year ended March 31, 2020, the Company repurchased 4.4 million shares of its common stock for $182.2 million under the stock repurchase program. Through March 31, 2022, the Company has repurchased 29.6 million shares of its stock for $732.2 million, leaving remaining capacity of $267.8 million under the stock repurchase program.

The Company has stock option and equity compensation plans for which a total of 39.1 million shares of the Company’s common stock have been reserved for issuance since the inception of the plans. At March 31, 2022, there were a total of 2.8 million shares available for future grants under the plans.

The Company's stock-based compensation activity for the twelve months ended March 31, 2022, 2021, and 2020, by award type, was (dollars in thousands):


	For the twelve months ended
	March 31,
	2022		2021		2020
Stock options	$	1,935	$	2,308	$	3,675

Restricted stock units	56,008		78,164		55,543
Diablo restricted stock awards	794		—		—
Arbor acquisition consideration holdback	—		—		2,553
DPM acquisition consideration holdback	8,122		8,030		6,185
Pacific Data Partners ("PDP") assumed performance plan	9,101		18,388		20,332
Acuity performance plan	1,912		2,208		—
DataFleets acquisition consideration holdback	6,043		755		—
Other stock-based compensation	3,342		1,854		1,159
Total non-cash stock-based compensation included in the consolidated statements of operations	87,257		111,707		89,447
Less expense related to liability-based equity awards	(16,077)		(27,311)		(24,228)

Total non-cash stock-based compensation included in the consolidated statements of equity	$	71,180	$	84,396	$	65,219


	For the twelve months ended
	March 31,
	2022		2021		2020
Cost of revenue	$	4,111	$	5,300	$	3,769
Research and development	32,112		38,960		23,260
Sales and marketing	28,586		40,401		38,026
General and administrative	22,448		27,046		24,392
Total non-cash stock-based compensation included in the consolidated statements of operations	$	87,257	$	111,707	$	89,447

In March 2021, the Company accelerated the vesting of certain time-vesting restricted stock units that would have otherwise vested over the following six months to take advantage of significant cash tax savings opportunities. 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, 2022, by award type.


	For the years ending March 31,
	2023		2024		2025		2026		Total
Stock options	$	1,089	$	720	$	158	$	—	$	1,967
Restricted stock units	71,881		55,301		38,236		11,806		177,224
Diablo restricted stock awards	518		518		89		—		1,125
DPM acquisition consideration holdback	2,031		—		—		—		2,031
Acuity performance plan	815		165		—		—		980
DataFleets acquisition consideration holdback	6,043		5,287		—		—		11,330
Other stock-based compensation	353		—		—		—		353
Expected future expense	$	82,730	$	61,991	$	38,483	$	11,806	$	195,010

In February 2021, 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.

In fiscal 2020, in connection with the acquisition of DPM, the Company replaced all outstanding stock options held by DPM 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 162,481 replacement options at a weighted-average exercise price of $1.64 per share. The acquisition-date fair value of the replacement stock options was $7.4 million and was determined using a binomial lattice model. $2.3 million of the acquisition-date fair value of the replacement options was calculated and identified as consideration transferred in the DPM acquisition. The remaining $5.1 million acquisition-date fair value is considered future compensation costs and will be recognized as stock-based compensation cost over the remaining service period.

Stock option activity for the twelve months ended March 31, 2022 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, 2021	844,045	$	15.31

Exercised	(110,617)	$	9.35		$	4,338
Forfeited or canceled	(3,424)	$	2.39
Outstanding at March 31, 2022	730,004	$	16.28	2.2	$	15,411
Exercisable at March 31, 2022	699,260	$	16.96	1.9	$	14,289

The aggregate intrinsic value for options exercised in fiscal 2022, 2021, and 2020 was $4.3 million, $23.2 million, and $6.7 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, 2022. 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	81,495	5.6 years	$	0.99	50,751	$	1.06
$	10.00	—	$	19.99	346,807	1.7 years	$	15.50	346,807	$	15.50
$	20.00	—	$	24.99	301,702	1.8 years	$	21.31	301,702	$	21.31

					730,004	2.2 years	$	16.28	699,260	$	16.96

During the twelve months ended March 31, 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 will be recognized as stock-based compensation cost over the approximate three-year 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, 2021	—	$	—
Diablo replacement restricted stock award	40,600	$	47.29
Vested	(15,834)	$	47.29

Unvested restricted stock awards at March 31, 2022	24,766	$	47.29	2.17

The total fair value of restricted stock awards vested during the twelve months ended March 31, 2022 was $0.8 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.

During the twelve months ended March 31, 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 the current year 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 the current fiscal year were units related to the Diablo acquisition and the Rakam acquisition (see Note 5). Following the closing of the Diablo acquisition, the Company granted new awards of RSUs, covering 98,442 shares of common stock 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 the current year 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 the current fiscal year 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.

During fiscal 2020, the Company granted time-vesting RSUs covering 1,697,506 shares of common stock and having a fair value at the date of grant of $85.6 million. The RSUs granted in fiscal 2020 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 2020 were units related to the DPM acquisition. Following the closing of the DPM acquisition, the Company granted new awards of RSUs covering 155,346 shares of common stock, and having a grant date fair value of $7.3 million, to select employees to induce them to accept employment with the Company.

RSU activity for the twelve months ended March 31, 2022 was:


		Weighted-average
		fair value per		Weighted-average
	Number	share at grant		remaining contractual
	of shares	date		term (in years)
Outstanding at March 31, 2021	2,692,243	$	45.96	2.76
Granted	3,191,809	$	47.22
Vested	(642,656)	$	44.15

Forfeited or canceled	(1,064,714)	$	46.75
Outstanding at March 31, 2022	4,176,682	$	47.00	2.85

The total fair value of RSUs vested during the twelve months ended March 31, 2022, 2021, and 2020 was $30.3 million, $126.9 million, and $59.8 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, 2022, the Company granted PSUs covering 249,152 shares of common stock having a fair value at the date of grant of $12.6 million. The grants were made under three separate performance plans.

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 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 100% of the award, based on the attainment of key productivity metrics for the period from January 1, 2023 to December 31, 2023. Performance will be measured and vesting evaluated on a quarterly basis beginning with the period ending March 31, 2023 and continuing through the end of the performance period.

Under the total shareholder return ("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 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.

Under the first 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. At March 31, 2022, there remains a maximum potential of 119,268 shares, net of forfeitures, eligible to grant under this plan.

Under the second 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. Performance will be measured and vesting evaluated on a quarterly basis beginning with the period ending 6/30/2021 and continuing through the end of the performance period.

Through March 31, 2022, performance measurements have resulted in an accumulated 50% achievement, or 71,666 total earned units under this plan. Of the earned amount, 50% vested immediately, while the remaining 50% will vest on the one-year anniversary of attainment approval. As of March 31, 2022, there remains a maximum potential of 208,750 additional shares eligible for grant under the plan. Quarterly measurements of attainment will continue through March 31, 2023.

Under the first performance plan, units covering 60,844 shares of common stock were granted having a fair value at the date of grant of $4.4 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 total shareholder return of LiveRamp common stock compared to total shareholder return of the Russell 2000 market index for the period from April 1, 2019 to March 31, 2022.

The Company's fiscal 2020 TSR PSU plan reached maturity of the relevant performance period at March 31, 2022. The final performance measurement resulted in 0% attainment. The units available to award under this plan, are expected to be cancelled in the first quarter of fiscal 2023 upon compensation committee approval.

Under the second performance plan, units covering 141,974 shares of common stock were granted having a fair value at the date of grant of $7.9 million 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 of the board of directors.

•82,494 units may vest in a number of shares from 0% to 200% of the award, based on attainment of the Company's three-year revenue compound annual growth rate target for the period from April 1, 2019 to March 31, 2022. The plan reached maturity of the relevant performance period at March 31, 2022. The final performance measurement resulted in 0% attainment. The units are expected to be cancelled in the first quarter of fiscal 2023 upon compensation committee approval.

•59,480 units vest based on attainment of the year-over-year revenue growth targets for the annual period from April 1, 2019 to March 31, 2020. During the first quarter of fiscal 2021, the compensation committee approved the final performance attainment of 164% resulting in an additional award of 38,063 units (for a total earned amount of 97,543 units). Of the earned amount, one-third vested immediately, while the remaining two-thirds will vest in equal increments in first quarters of fiscal years 2022 and 2023.

PSU activity for the twelve months ended March 31, 2022 was:


		Weighted-average
		fair value per		Weighted-average
	Number	share at grant		remaining contractual
	of shares	date		term (in years)
Outstanding at March 31, 2021	631,869	$	49.74	1.54
Granted	249,152	$	50.54

Vested	(136,445)	$	45.54

Forfeited or canceled	(160,108)	$	48.98
Outstanding at March 31, 2022	584,468	$	51.26	1.01

The total fair value of PSUs vested in the twelve months ended March 31, 2022 and 2021 was $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. There were no PSU vests in in the twelve months ended 2020.

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 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, 2022, the Company has recognized a total of $4.1 million as stock-based compensation expense related to the Acuity performance earnout plan. At March 31, 2022, the recognized, but unpaid, balance in other accrued expense in the consolidated balance sheet was $2.4 million. The next annual settlement of $1.7 million is expected to occur in the second quarter of fiscal 2023.

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, 2022, the Company has recognized a total of $6.8 million as stock-based compensation expense related to the DataFleets consideration holdback. At March 31, 2022, the recognized, but unpaid, balance related to the DataFleets consideration holdback in other accrued expenses in the consolidated balance sheet was $0.8 million. The next annual settlement of $6.0 million is expected to occur in the fourth quarter of fiscal 2023.

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. Through March 31, 2022, the Company has recognized a total of $22.3 million as stock-based compensation expense related to the DPM consideration holdback. At March 31, 2022, the recognized, but unpaid, balance related to the DPM consideration holdback in the consolidated balance sheet was $6.1 million. The next, and final, annual settlement of $8.1 million is expected to occur at the end of the first quarter of fiscal 2023.

In connection with the fiscal 2018 acquisition of PDP, the Company assumed the outstanding performance compensation plan under the PDP 2018 Equity Compensation Plan ("PDP PSU plan"). During fiscal 2020, the Company converted the outstanding PDP PSU plan to a time-vesting restricted stock plan ("PDP RSU plan").

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.

Stock-based compensation expense associated with the ESPP was $1.8 million for the twelve months ended March 31, 2022. At March 31, 2022, there was approximately $0.4 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.