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, 2024, the Company repurchased 2.1 million shares of its common stock for $60.5 million under the stock repurchase program. 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. Through March 31, 2024, the Company has repurchased 37.7 million shares of its common stock for $942.7 million, leaving remaining capacity of $157.3 million under the stock repurchase program.

The Company has stock option, equity compensation, and stock purchase 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 March 31, 2024, there were a total of 6.8 million shares available for future grants under the plans, of which 0.9 million shares relate to the Company's qualified employee stock purchase plan.

During fiscal 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 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.

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 fiscal years 2024, 2023, and 2022, by award type, was (dollars in thousands):



	For the twelve months ended March 31,
	2024		2023		2022
Stock options	$	1,014	$	968	$	1,935

Restricted stock units, time-vesting	56,583		105,147		49,217
Restricted stock units, performance based	7,403		6,796		6,791
Diablo restricted stock awards	—		1,126		794
Habu restricted stock awards	144		—		—

Data Plus Math ("DPM") acquisition consideration holdback	—		2,031		8,122
Pacific Data Partners assumed performance plan	—		—		9,101
Acuity performance plan	165		815		1,912
DataFleets acquisition consideration holdback	2,266		5,611		6,043
Habu acquisition consideration holdback	813		—		—
Employee stock purchase plan	1,666		2,051		1,803
Directors stock-based compensation	1,250		1,255		1,539
Total non-cash stock-based compensation included in the consolidated statements of operations	71,304		125,800		87,257
Less expense related to liability-based equity awards	(3,247)		(8,449)		(16,077)

Total non-cash stock-based compensation included in the consolidated statements of equity	$	68,057	$	117,351	$	71,180


	For the twelve months ended March 31,
	2024		2023		2022
Cost of revenue	$	3,553	$	6,317	$	4,111
Research and development	27,189		55,407		32,112
Sales and marketing	18,948		29,429		28,586
General and administrative	21,614		34,647		22,448
Total non-cash stock-based compensation included in the consolidated statements of operations	$	71,304	$	125,800	$	87,257

In March 2023, 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 cash tax savings opportunities. 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 in fiscal 2023. Of the $22.6 million of 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.

The following table provides the expected future expense for all of the Company's outstanding equity awards at March 31, 2024, by award type (dollars in thousands).


	For the years ending
	2025		2026		2027		2028		Total
Stock options	$	3,260	$	2,488	$	1,251	$	102	$	7,101
Restricted stock units	83,397		36,461		9,900		—		129,758
Habu restricted stock awards	857		273		6		—		1,136
Habu acquisition consideration holdback	4,879		4,879		4,067		—		13,825
Employee stock purchase plan	337		—		—		—		337
Expected future expense	$	92,730	$	44,101	$	15,224	$	102	$	152,157

In fiscal 2024, in connection with the acquisition of Habu, the Company replaced all unvested outstanding stock options held by Habu 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 (see Note 5). In total, the Company issued 252,364 replacement options at a weighted-average exercise price of $8.91 per share. The acquisition-date fair value of the replacement stock options was $7.9 million and was determined using a binomial lattice model. Of the $7.9 million acquisition-date fair value, $0.3 million was attributed to pre-combination service and treated as a component of purchase consideration transferred. The remaining $7.5 million of 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 fiscal year ended March 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, 2023	524,911	$	18.39
Habu replacement stock options issued	252,364	$	8.91
Exercised	(152,743)	$	19.24		$	898
Forfeited or canceled	(2,410)	$	5.21
Outstanding at March 31, 2024	622,122	$	14.39	4.0	$	12,213
Exercisable at March 31, 2024	388,741	$	17.67	1.3	$	6,354

The aggregate intrinsic value for options exercised in fiscal years 2024, 2023, and 2022 was $0.9 million, $3.7 million, and $4.3 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, 2024. 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	274,869	8.2 years	$	8.26	41,488	$	4.58
$	10.00	—	$	19.99	182,603	1.1 years	$	17.49	182,603	$	17.49
$	20.00	—	$	24.99	164,650	0.3 years	$	21.18	164,650	$	21.18

					622,122	4.0 years	$	14.39	388,741	$	17.67

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 (see Note 5). 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 will be recognized as stock-based compensation cost over the remaining service period of the replacement restricted stock shares.

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 (see Note 5). 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 replacement stock shares.


		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, 2023	—	$	—
Habu replacement restricted stock award	36,118	$	39.48
Vested	—	$	—
Unvested restricted stock awards at March 31, 2024	36,118	$	39.48	1.3 years

The total fair value of restricted stock awards vested during fiscal years 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. No restricted stock awards vested during fiscal 2024.

During fiscal 2024, the Company granted time-vesting RSUs covering 1,783,478 shares of common stock and having a fair value at the date of grant of $48.6 million. Of the RSUs granted in the current year, 999,987 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.

During fiscal 2024, in connection with the acquisition of Habu, the Company replaced the unvested outstanding time-vesting RSUs held by Habu employees immediately prior to the acquisition with LiveRamp RSUs covering 410,853 shares of common stock having an acquisition-date fair value of $16.2 million (see Note 5). The replacement RSUs have substantially the same terms and conditions as were applicable under the original RSU agreement. The replacement RSUs vest subject to post-combination service requirements, as the awards were granted in conjunction with the closing of the acquisition. As a result, the acquisition-date fair value is considered future compensation cost and will be recognized as stock-based compensation cost over the vesting period of the replacement RSUs. At March 31, 2024, the replacement RSUs had a remaining weighted-average contractual term of 2.8 years.

During fiscal 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 fiscal 2023 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.

RSU activity for the fiscal year ended March 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, 2023	4,009,759	$	32.57	2.20
Granted	1,783,478	$	27.26
Habu replacement restricted stock units	410,853	$	39.48
Vested	(1,366,265)	$	32.20
Forfeited or canceled	(436,312)	$	33.32
Outstanding at March 31, 2024	4,401,513	$	31.10	1.64

The total fair value of RSUs vested during fiscal years ended March 31, 2024, 2023, and 2022 was $45.3 million, $71.5 million, and $30.3 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 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 talent and 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 talent and 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.

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 talent and 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. As of March 31, 2024, 101,931 units, net of forfeitures, remain eligible for award under this plan.

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 talent and 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. As of March 31, 2024, 237,837 units, net of forfeitures, remain eligible for award under this plan.

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 were eligible to vest subject to attainment of performance criteria established by the talent and compensation committee and continuous employment through the vesting date. The units could 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. Through the final measurement date at December 31, 2023, an accumulated 77% achievement, or 27,959 total units were earned and vested under this 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 were eligible to vest subject to attainment of market conditions established by the talent and compensation committee and continuous employment through the vesting date. The units could 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 final performance measurement resulted in approximately 51% attainment, or 20,968 shares. The shares are expected to be delivered, and approximately 20,330 units were canceled, in the first quarter of fiscal 2025 subject to talent and compensation committee approval.

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 were eligible to vest subject to attainment of performance criteria established by the talent and compensation committee and continuous employment through the vesting date. The units could 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 was 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. Through the March 31, 2024 final measurement date, an accumulated approximate 59% achievement, or 67,283 total units were earned under this plan. Of the total units earned, 58,312 shares have been delivered to participants in prior measurement periods. The remaining 8,971 units are expected to be delivered, and approximately 39,211 units were canceled, in the first quarter of fiscal 2025 subject to talent and compensation committee approval.

PSU activity for the fiscal year ended March 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, 2023	709,589	$	34.97	1.38
Granted	666,496	$	31.58

Vested	(57,114)	$	47.12

Forfeited or canceled	(223,223)	$	40.46
Outstanding at March 31, 2024	1,095,748	$	31.15	1.61

The total fair value of PSUs vested in fiscal years ended March 31, 2024, 2023 and 2022 was $1.5 million, $3.0 million and $6.7 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 fiscal 2024, in connection with the acquisition of Habu, $14.6 million of the acquisition consideration otherwise payable with respect to incentive compensation and shares of Habu 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 January 31, 2024 closing date. Vesting is subject to the Habu key employees' continued employment through each annual vesting date and will be settled in cash, shares of Company common stock, or any combination of cash and Company common stock, at the Company's discretion. Through March 31, 2024, the Company has recognized a total of $0.8 million as stock-based compensation expense related to the Habu consideration holdback. At March 31, 2024, the recognized, but unpaid, balance related to the Habu consideration holdback in other accrued expenses in the consolidated balance sheet was $0.8 million. The first annual settlement of $4.9 million is expected to occur in the fourth quarter of fiscal 2025 (see Note 5).

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 specified that the consideration holdback would 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 was subject to the DataFleets key employees' continued employment through each annual vesting date and would be settled in shares of Company common stock. The final annual settlement of $2.6 million was made in the third quarter of fiscal 2024.

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 $1.7 million, $2.1 million and $1.8 million for fiscal years ended March 31, 2024, 2023, and 2022, respectively.

During fiscal 2024, 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. During fiscal 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 fiscal 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.