DEF 14A of LiveRamp Holdings, Inc., Jun 30, 2023

DEF 14A of LiveRamp Holdings, Inc.

Filed Jun 30, 2023 · FY20230001104659-23-076695

Open on EDGAR

  1. Nominees and Continuing Directors

    Nominees and Continuing Directors Set forth below is biographical information for each nominee standing for election at the 2023 Annual Meeting, as well as for each director who will continue to serve as a director of the Company after the 2023 Annual Meeting. The following descriptions also outline each person’s background and qualifications that qualify him or her to serve on the Company’s Board.

  2. Nominees for Director with Terms Expiring in 2023

    Nominees for Director with Terms Expiring in 2023

  3. Nominees for Director with Terms Expiring in 2023

    | | Mr. Cadogan is the chief executive officer of GoFundMe, the world’s largest fundraising platform. Prior to assuming this position in 2020, he was chief executive officer of OpenX Technologies, Inc., a leading provider of digital advertising technology. Mr. Cadogan continues to serve OpenX as its chairman of the board. From 2003-2008 Mr. Cadogan served as senior vice president of Global Advertising Marketplaces at Yahoo! where he oversaw the primary advertising product lines including display, search and video. Previously at Yahoo!, he was vice president of search where he was responsible for both the consumer search and the paid search businesses. Prior to joining Yahoo!, Mr. Cadogan was vice president of search at Overture (formerly GoTo.com), a consultant at The Boston Consulting Group, and a consultant at McKinsey & Company. He holds a BSc degree from The London School of Economics, an MPhil degree in international relations from Oxford University, and an MBA from Stanford University. Skills and Qualifications Mr. Cadogan’s qualifications to serve on the Board include his extensive experience in the fields of digital advertising and technology as well as his years of management experience. His 15 years as a chief executive officer qualify him to serve as chair of the Compensation Committee and provide extensive insight into managing complex business operations and overseeing business risk. | | Timothy R. Cadogan | | | Age 52 Director since 2012 Committees: Compensation (Chair), GNC | |

  4. Nominees for Director with Terms Expiring in 2023

    | | Ms. Chow served as SVP, Strategic Execution & Operations of DocuSign, Inc (NASDAQ: DOCU), an agreement cloud company, from March 2021-February 2022, in which role she was responsible for priority projects including the delivery, assessment, solution design, process and workflow optimization. From 2013-2021, she served as DocuSign’s Chief Accounting Officer and was responsible for accounting, sales compensation, internal audit, tax and treasury. Prior to joining DocuSign in 2013, she served for five years as the VP, Worldwide Controller for Electronic Arts Inc. (NASDAQ: EA), a leading publisher of video games. Prior to that, she held VP and Corporate Controller positions at Restoration Hardware (NYSE: RH), a home furnishings retailer, and Thermage, Inc., a medical device manufacturer. Previously, she held leadership positions at Fair, Isaac & Company, Inc. (NYSE: FICO), Calypte Biomedical Corporation and Nextel Communications. Ms. Chow started her career at Arthur Andersen & Co., a public accounting partnership, where she served various clients in the audit and financial services consulting practices. Ms. Chow holds a bachelor of science degree in accounting from Lehigh University. She is a certified public accountant (inactive) in the State of California. Skills and Qualifications Ms. Chow’s extensive background in financial management and accounting, tax, treasury and internal audit functions qualifies her to serve on the Board and as chair of the Company’s Audit/Finance Committee. Based on her experience and expertise, Ms. Chow is deemed to be an “audit committee financial expert,” as defined by the rules of the SEC. | | Vivian Chow | | | Age 56 Director since 2020 Committees: Audit/Finance (Chair), Executive | |

  5. Nominees for Director with Terms Expiring in 2023

    | | Mr. Howe joined the Company in 2011 as its Chief Executive Officer and President. Prior to joining the Company, he served as corporate vice president of Microsoft Advertising Business Group from 2007-2010. In this role, he managed a multi-billion-dollar business encompassing all emerging businesses related to online advertising, including search, display, ad networks, in-game, mobile, digital cable and a variety of enterprise software applications. Mr. Howe was employed from 1999-2007 as an executive and later as a corporate officer at aQuantive, Inc. where he managed three lines of business, including Avenue A | Razorfish (a leading Seattle-based global consultancy in digital marketing and technology), DRIVE Performance Media (now Microsoft Media Network), and Atlas International (an adserving technology now owned by Facebook). Earlier in his career, he was with The Boston Consulting Group and Kidder, Peabody & Company, Inc. He is a member of the board of the Internet Advertising Bureau (IAB) and previously served on the board of Blue Nile, Inc., a leading online retailer of diamonds and fine jewelry. He is a magna cum laude graduate of Princeton University, where he earned a degree in economics, and he holds an MBA from Harvard University. Skills and Qualifications The Board believes it is important for LiveRamp’s chief executive officer to serve as a member of the Board, as the CEO is in a unique position to understand the challenges and issues facing the Company. Among Mr. Howe’s qualifications are his demonstrated leadership skills and his prior work experience, including over a decade of corporate leadership in the digital advertising industry, which qualify him to serve both as CEO and as a director. | | Scott E. Howe | | | Age 55 Director since 2011 Committees: Executive (Chair) | |

  6. Directors Whose Terms Expire in 2024

    Directors Whose Terms Expire in 2024

  7. Directors Whose Terms Expire in 2024

    | | Mr. Battelle is an entrepreneur, journalist, professor and author who has founded or co-founded various online, conference, magazine and other media businesses. He is the co-founder of Recount Media Inc., a NY-based media platform, sold in 2023 to The News Movement, and chair of the board of directors of Sovrn Holdings, Inc., a programmatic advertising and publisher platform that connects publishers with monetization solutions. He is also an Adjunct Professor and Senior Research Scholar at Columbia University and serves as a director at the UC Berkely Graduate School of Journalism. Previously, he was the founder/executive chair and CEO of NewCo Platform, Inc., a disruptive conference and media platform. In 2005, Mr. Battelle founded the Internet media company Federated Media Publishing, where he served as chairman and CEO until its sale to LIN Media in 2014. Mr. Battelle founded and served as executive producer of the Web 2 Summit and maintains Searchblog, an ongoing daily site which covers the intersection of media, technology and culture. From 2001-2004 he occupied the Bloomberg chair in Business Journalism for the Graduate School of Journalism at the University of California, Berkeley. He was the founder and served from 1997-2001 as chairman and CEO of Standard Media International (SMI) and as publisher of The Industry Standard and TheStandard.com. Prior to that, he was a co-founding editor of Wired magazine and Wired Ventures. Mr. Battelle previously served on the board of directors of the MMA, and the Internet Advertising Bureau and he was a founding board member of the Online Publishers Association. In 2005, he authored The Search: How Google and Its Rivals Rewrote the Rules of Business and Transformed Our Culture (Penguin/Portfolio), an international bestseller published in more than 25 languages. He is considered to be an expert in the field of media and technology, and has appeared on national and international news channels such as CBS, BBC, CNN, PBS, Discovery and CNBC. Honors and awards include: “Global Leader for Tomorrow” and “Young Global Leader” by the World Economic Forum in Davos, Switzerland; a finalist in the 2000 “Entrepreneur of the Year” competition by Ernst & Young; “Innovator — One of Ten Best Marketers in the Business” by Advertising Age; and one of the “Most Important People on The Web” by PCWorld. Mr. Battelle holds a bachelor’s degree in anthropology and a master’s degree in journalism from the University of California, Berkeley. Skills and Qualifications As an entrepreneur with an extensive background in digital publishing and digital advertising, Mr. Battelle provides the Board with a unique blend of media-related and digital experience that assists the Company in executing its growth strategy. In addition, his operational and advisory roles with various media businesses qualify him to serve on the Board. His extensive experience as a director and long tenure on the Board qualify him to serve as chair of the Company’s Governance/Nominating Committee. | | John L. Battelle | | | Age 57 Director since 2012 Committees: GNC (Chair) | |

  8. Directors Whose Terms Expire in 2024

    | | Mr. Tawakol is the CEO of Rembrand, a firm that uses AI to generate virtual product placements. From 2019-2022 he served as GM of Product Led Growth at Cisco Systems, Inc. (NASDAQ: CSCO). In 2017 he founded and was CEO of Voicea, a company specializing in leveraging conversational artificial intelligence which was acquired by Cisco in 2019. Prior to founding Voicea, Mr. Tawakol was employed by Oracle Corporation (NYSE: ORCL) as SVP and GM of Oracle America Inc.’s Data Cloud division. In 2007, he founded BlueKai, Inc., a leading data management platform for Fortune 100 marketers, and served as its CEO until BlueKai’s acquisition by Oracle in 2014. Prior roles include chief advertising officer and general manager of Medio Systems, Inc. (acquired by Nokia); and CEO of CoRelation (acquired by Audience Science). Mr. Tawakol holds a Bachelor of Science degree in Mechanical Engineering from the Massachusetts Institute of Technology and two Master of Science degrees from Stanford University, one in engineering and the other in computer science. Skills and Qualifications Mr. Tawakol’s experience within the data management, artificial intelligence and technology industries, as well as his management background, qualify him to serve as a member of our Board. In addition, his current position offers the Board unique perspectives and insights pertaining to customer experience. | | Omar Tawakol | | | Age 54 Director since 2021 Committees: Compensation | |

  9. Directors Whose Terms Expire in 2024

    | | Ms. Tomlin is a member of the board of directors of Weave Communications, Inc. (NYSE: WEAV), a leading customer communications and engagement software platform. She also serves as an advisor to Blumberg Capital, a venture capital firm, and as an independent director of Nexla, Inc., a venture-backed data fabric architecture company. She was chief marketing officer and head of global communications at NortonLifeLock Inc. (NASDAQ: NLOK), formerly Symantec (NASDAQ: SYMC) until September 2020. Prior to joining Symantec, Ms. Tomlin served from 2012-2019 as EVP, chief marketing, distribution and customer officer for CSAA Insurance Group (“CSAA”), a major provider of AAA-branded insurance, leading all aspects of marketing, customer experience and data strategies. During her tenure at CSAA, she also led distribution and enterprise strategy. From 2007-2012, Ms. Tomlin held several senior leadership positions, including vice president of marketing at Capital One Financial Corp. (NYSE: COF), where she led commercial banking, retail, national small business credit card and sponsorship marketing. Before joining Capital One, Ms. Tomlin held the roles of senior marketing officer, head of life insurance product management and corporate brand at USAA, a Fortune 500 diversified financial services group. Prior to USAA, she held numerous marketing positions, including chief marketing officer at LOMA, an international organization providing products for distribution, operations and education training for global financial services companies. Ms. Tomlin is a former member of the board of directors of the YMCA of San Francisco and the Amyotrophic Lateral Sclerosis (ALS) Society of Georgia. She has been repeatedly honored by the San Francisco Business Times as one of the Bay Area’s Most Influential Women in Business. Ms. Tomlin holds a bachelor’s degree in English from Siena College and a master’s degree in political science from North Carolina State University. Skills and Qualifications Ms. Tomlin’s prior experience as chief marketing officer and head of global communications of one of the world’s leading cyber security firms and as CMO of one of the country’s top insurance companies qualifies her to serve on our Board. In addition, her in-depth knowledge of two of the Company’s primary client industries, insurance and banking, provides insight into the Company’s strategies from a customer perspective. | | Debora B. Tomlin | | | Age 54 Director since 2016 Committees: Audit/Finance, Compensation | |

  10. Directors Whose Terms Expire in 2025

    Directors Whose Terms Expire in 2025

  11. Directors Whose Terms Expire in 2025

    | | Mr. Kokich, the Non-Executive Chairman of the Board, is currently working as a consultant. He served as executive chairman of the board of directors of Marchex, Inc. (NASDAQ: MCHX), a mobile and online advertising company based in Seattle, from 2015-2016 and as chief strategy officer of Marchex from 2013-2015. For the prior 14 years Mr. Kokich was an executive at Razorfish, a leading Seattle-based global consultancy in digital marketing and technology, serving most recently as chairman of the board. Prior to joining Razorfish, he was CEO of Calla Bay, Inc. and was previously director of sales and marketing for a division of McCaw Cellular Communications. In his early career he spent 12 years in traditional advertising, including serving as executive vice president/managing director for Cole & Weber, a division of Ogilvy & Mather. He is a director of Xembley, Inc., a SaaS business productivity software company headquartered in Seattle. He previously served as a director of Childhaven, a Seattle children’s charity, Power Digital Marketing, a full service digital marketing consultancy based in San Diego, until its sale in 2021, and Rocket Fuel Inc. (NASDAQ: FUEL), an advertising technology company, until its merger in 2017 into Sizmek, a privately held company. Mr. Kokich holds a bachelor’s degree in finance from the University of Oregon. Skills and Qualifications Mr. Kokich’s qualifications to serve on our Board include his background in the field of digital marketing and technology, his experience in traditional marketing, and his years of management experience. This combination of experience in both management and marketing allows him to understand the Company’s challenges in a global marketplace. Mr. Kokich also brings technological expertise to the Board gained through his service with Marchex, Inc., Rocket Fuel Inc., Razorfish and other technology companies. His long-term experience as a director qualifies him to serve as the Non-Executive Chairman of the Board. | | Clark M. Kokich | | | Age 71 Director since 2009 Chairman of the Board since 2019 Committees: Audit/Finance, GNC, Executive | |

  12. Directors Whose Terms Expire in 2025

    | | Mr. O’Kelley is the CEO of Scope3, a company he co-founded in December 2021 focused on decarbonization in media and advertising through end-to-end emissions measurement across the supply chain. In 2019 Mr. O’Kelley co-founded Waybridge, a supply-chain platform for commodities, and was its CEO until December 2021. Previously he was CEO of AppNexus, a company he co-founded in 2007 which was acquired by AT&T in 2018. From the acquisition date until February 2019 he served as a strategic advisor to assist with the integration of AppNexus into AT&T. Prior to AppNexus, for four years Mr. O’Kelley was Chief Technology Officer of Right Media, a digital advertising exchange acquired by Yahoo in 2007. Mr. O’Kelley serves on the board of Tech:NYC. He has been recognized in Crain’s “40 Under 40,” Adweek 50, and Silicon Alley 100 lists. In 2012 he was named as an “EY Entrepreneur of the Year” in the New York region. O’Kelley holds a Bachelor of Science in Engineering degree in computer science from Princeton University. Skills and Qualifications Mr. O’Kelley’s experience in the high-tech environment qualifies him to serve as a member of our Board. In addition, his experience as an entrepreneur provides valuable insights to the Board, and his current position offers opportunities for the Board to view the Company’s strategy from a customer perspective. | | Brian O’Kelley | | | Age 45 Director since 2023 Committees: GNC | |

  13. Directors Whose Terms Expire in 2025

    THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE ELECTION OF MR. CADOGAN, MS. CHOW AND MR. HOWE AT THE 2023 ANNUAL MEETING. Our Board believes that good corporate governance is important to ensure that LiveRamp is managed for the long-term benefit of our shareholders. This section describes key corporate governance practices that we have adopted. Complete copies of our corporate governance principles, Board committee charters, codes of conduct, and stock ownership guidelines are available on the Company’s website at www.LiveRamp.com, or you may request a printed copy of them by sending a written request to the Corporate Secretary at LiveRamp Holdings, Inc., 301 Main Street, 2nd Floor, Little Rock, AR 72201. LiveRamp’s management and the Board closely monitor corporate governance developments and will continue to evaluate their duties and responsibilities with the intention of complying with all applicable laws, rules and regulations.

  14. Redesign of our “Rule of 40” PSU Awards

    Redesign of our “Rule of 40” PSU Awards Based on shareholder feedback related to our Rule of 40 PSU plan design, the Compensation Committee took action to simplify the design of the fiscal 2023 Rule of 40 awards and to ensure a long-term strategic outlook by eliminating the quarterly performance periods and replacing them with three discrete, non-overlapping annual performance periods over the full three-year period. Final attainment of these awards is based on the average annual results over the three-year performance period. For additional information on the re-designed Rule of 40 awards, see “Individual Compensation Elements — Long-Term Incentive Compensation” below.

  15. Say-on-Pay Results and Shareholder Engagement

    | Key Themes from Shareholder Engagement | Response of Compensation Committee | | Shareholders expressed interest in understanding our actions to control stock-based compensation expense. | To better manage the expense and maintain it at acceptable levels compared to our peers, the Compensation Committee has reduced the pool of employees eligible to participate in the Company’s equity-based compensation programs and revised our practices for recruiting, annual refresh, and promotion/ retention grants while maintaining the goals of our equity-compensation program to align employees’ compensation to shareholder interest and attract, motivate and retain talent. | | Shareholders encouraged us to continue to emphasize shareholder-friendly performance metrics to ensure alignment of executive compensation payouts with driving shareholder return. | The Compensation Committee did not adjust the final attainment of any PSUs granted in fiscal 2021. This resulted in no incremental attainment of the Rule of 40 PSUs in fiscal 2023 and the Relative TSR PSUs being forfeited with no attainment because our three-year stock price performance relative to the Russell 2000 was below the 25th percentile. |

  16. Annual Cash Incentives

    Annual Cash Incentives Annual cash incentives represent the short-term variable portion of the cash compensation (“STI”) of our executive officers, including our NEOs, and are intended to motivate them by providing opportunities for earning compensation by meeting or exceeding our short-term financial and operational goals essential to company growth. Target annual cash incentive award opportunities are set as a percentage of base salary and are determined by considering market competitiveness, individual performance, and company performance. The Compensation Committee may, from time to time, adjust the target annual cash incentive award opportunities of our executive officers, including our NEOs, to better align to competitive market positioning or to reward personal performance or reflect future potential.

  17. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Long-term incentive compensation represents the long-term variable portion of the annual target total direct compensation of our executive officers, including our NEOs, that rewards growth in shareholder value. We use time-based restricted stock unit (“RSU”) awards and performance-based stock unit (“PSU”) awards in our long-term incentive compensation program to directly align most of the compensation of our executive officers to shareholder interests. Long-term incentive compensation can also serve to discourage short-term risky behaviors. Awards are generally based on a combination of factors, including role, skills, experience level, company and individual performance, future potential and, in some cases, the current unrealized value of an NEO’s outstanding equity awards. When granting equity awards, the Compensation Committee also takes into consideration (a) the projected impact of the proposed awards on our earnings, (b) the proportion of our total shares outstanding used for annual employee equity awards (our “burn rate”) in relation to comparable companies, and (c) the potential voting power dilution to our shareholders (our “overhang”).

  18. Pay-for-Performance Philosophy

    Pay-for-Performance Philosophy To ensure our NEOs’ interests are aligned with those of our shareholders — and to motivate and reward individual initiative and effort — a substantial portion of our NEOs’ annual target total direct compensation is “at-risk” and/or subject to performance-based vesting requirements. Consequently, the amounts realized will vary above or below target levels commensurate with our performance. We emphasize performance-based compensation that appropriately rewards our NEOs for delivering financial, operational, and strategic results through two vehicles: our annual Cash Incentive Plan and PSU awards.

  19. Balanced Performance Measures

    Balanced Performance Measures In addition to our meaningful compensation design framework, the Compensation Committee seeks to select a variety of balanced performance measures, both absolute and relative, to incent increased growth both in the short term and long term. The performance measures used in our fiscal 2023 executive compensation program were as follows:

  20. Balanced Performance Measures

    | Fiscal 2023 Performance Measures | Annual Cash Incentives | Annual Time Vested Restricted Stock Units | Annual “Rule of 40” Performance Stock Units | Annual TSR Performance Stock Units | | Adjusted Revenue | X | | | | | Non-GAAP EBIT | X | | | | | Long-Term Revenue Growth and EBITDA Margin (3-Year) | | | X | | | Relative Stock Price Performance | | | | X | | Share price | | X | X | X |

  21. Variable Pay Mix

    Variable Pay Mix The target total direct compensation opportunities for our CEO and other our other NEOs reflect our variable “pay for performance” compensation philosophy: 91% of our CEO’s annual target total direct compensation was variable or “at risk,” as well as, on average, 85% of our other NEOs’ annual target total direct compensation, as described below: 1. Target total direct compensation is the sum of base salary, target annual cash incentive opportunity and target long-term incentive. The actual payouts may differ from the incentive opportunities provided. Numbers above may not foot due to rounding. As reflected in the charts above, we believe that our executive compensation program design incents our NEOs to drive both short-term and long-term growth. To ensure that our executive compensation program remains aligned with shareholder interests, the Compensation Committee regularly evaluates the relationship between the reported values of the equity awards granted to our NEOs, the amount of compensation realizable (and, ultimately, realized) from such awards in subsequent years, and our TSR over the relevant period. While we disclose the estimated values of these equity awards in our Summary Compensation Table at the time of grant for each covered fiscal year, the actual economic value of these awards that may be realizable by our NEOs will vary, often significantly, based on the performance of our common stock. We believe our executive compensation program holds our executive officers accountable for delivering on the financial objectives we have communicated to our shareholders, and appropriately balances the goals of attracting, motivating, rewarding, and retaining our NEOs and other executive officers, and that it therefore promotes stability in our leadership team.

  22. Compensation Policies and Practices

    | What We Do | | | | | ✓ | Use a pay-for-performance philosophy that links our executive officers’ target total direct compensation to corporate and individual performance | ✓ | Cap Relative TSR PSU payouts at 100% in the event our TSR is negative | | ✓ | Conduct an annual executive compensation review | ✓ | Maintain a compensation recovery (“clawback”) policy | | ✓ | Place a significant portion of executive officers’ compensation “at-risk” | ✓ | Maintain “double-trigger” change-in-control arrangements | | ✓ | Retain an independent compensation consultant | ✓ | Maintain stock ownership guidelines | | ✓ | Maintain an independent Compensation Committee | ✓ | Conduct an annual shareholder advisory vote on NEO compensation | | ✓ | Conduct an annual compensation-related risk assessment | ✓ | Engage in regular dialogue with our shareholders on corporate governance and executive compensation matters | | ✓ | Grant performance-based equity awards | | |

  23. Compensation Policies and Practices

    | What We Do Not Do | | | | | × | Encourage unreasonable risk taking | × | Pay dividends or dividend equivalents on unvested equity awards | | × | Provide significant perquisites | × | Permit stock option repricing without prior shareholder approval | | × | Permit short selling or hedging of our securities | × | Provide guaranteed bonuses | | × | Permit pledging of our securities | × | Provide “single trigger” change-in-control arrangements | | × | Provide excise tax payments on future post-employment compensation arrangements | | |

  24. Decision-Making Process

    | Role | Responsibilities | | Independent Compensation Consultant | • Provides advice and market data to the Compensation Committee regarding our executive compensation program, including: ◦ Input on pay philosophy, best practices and market trends ◦ Selection of compensation peer group companies ◦ Executive compensation practices and levels at peer group companies ◦ Design of the annual Cash Incentive Plan and equity compensation plans • Reviews and provides an independent assessment of the compensation data and materials presented by management to the Compensation Committee • Participates in Compensation Committee meetings as requested • Reviews and comments on the Compensation Discussion and Analysis portion of the Proxy Statement | | CEO | • Evaluates executive performance and recommends adjustments to executive base salary, annual Cash Incentive Plan and long-term incentive compensation (for other executive officers, including other NEOs) • Develops business goals and objectives, which are considered and approved by the Compensation Committee and Board for inclusion in the design of our executive compensation program |

  25. Peer Group Philosophy

    Peer Group Philosophy The Compensation Committee annually reviews compensation levels and practices against our peer set of Software and Services companies and makes adjustments to its composition as appropriate, taking into account changes in both our business and the businesses of the companies in the peer group. In November 2021, with the assistance of its compensation consultant, the Compensation Committee re-examined the then-existing compensation peer group to reflect the changes in our business, revenue and market capitalization. Based on this exercise, the Compensation Committee approved a revised compensation peer group consisting of the following companies for use in fiscal 2023:

  26. Peer Group Philosophy

    | Peer Group | | | | 8x8 | Guidewire Software | Sailpoint Technologies | | Alteryx | LivePerson | Workiva | | AppFolio | Momentive Global | Yext | | BlackLine | New Relic | Zendesk | | Bottomline Technologies | Q2 Holdings | Zuora | | Box | Qualys | | | Five9 | Rapid7 | |

  27. Peer Group Philosophy

    The companies in this revised compensation peer group were selected on the basis of their similarity to us, as determined using the following criteria: • Similar revenue size — approximately 0.5x to 2.5x our last four fiscal quarters’ revenue (approximately $231 million to $1.2 billion) • Similar market capitalization — approximately 0.3x to 3.0x our market capitalization (approximately $999 million to $10 billion) • Industry affiliation — application software, internet services and infrastructure, systems software Similar business focus — Cloud/SaaS, Business-to-Business To analyze the compensation practices of the companies in our compensation peer group, the compensation consultant gathered data from public filings, as supplemented by the consultant’s internal databases. This market data was then used as a reference point for the Compensation Committee to assess our executive compensation levels in the course of its deliberations on compensation forms and amounts. The Compensation Committee reviews all compensation elements for each of our executive officers compared to the similarly situated executives of our peer group companies. In determining actual pay levels for our executive officers, the Compensation Committee considers data from the companies in the compensation peer group, as well as the other factors described above, in its collective judgment.

  28. Individual Pay Decisions

    Individual Pay Decisions The Compensation Committee considers the following factors when evaluating and setting the target total direct compensation opportunity for our executive officers, including our NEOs and making recommendations to the independent members of our Board with respect to the target total direct compensation opportunity for our CEO: • Our performance against the financial and operational objectives established by the Compensation Committee and our Board; • Each individual’s responsibilities, qualifications, and length of service; • The scope of each NEO’s role compared to other similarly situated executives at companies in our compensation peer group; • The performance of each individual NEO, based on an assessment of his or her contributions to our overall performance, ability to lead his or her business unit or function, and work as part of our broader team, all of which reflect our core values; • Compensation parity among our NEOs; and • The compensation practices of our compensation peer group and the positioning of each NEO’s compensation in a ranking of peer company compensation levels. The Compensation Committee typically establishes target total direct compensation levels within a reasonable range of market median. These factors provide the framework for compensation decision making regarding the compensation opportunity for each executive officer, including each of our NEOs (other than our CEO), as well as the recommendations to the independent members of our Board for the compensation opportunity of our CEO. No single factor is determinative in setting pay levels, but key accomplishments help guide the pay decision making process along with other factors.

  29. Annual Cash Incentive Plan

    Annual Cash Incentive Plan In May 2022, the Compensation Committee approved the “Fiscal 2023 CIP.” The Fiscal 2023 CIP provided an individual payout modifier ranging from 0 to 200% of the funded payout based on the evaluation of individual performance, with any payment adjustments subject to Compensation Committee approval in its sole discretion. For the Fiscal 2023 CIP, no discretion was exercised in annual cash incentive payment recommendations for all of the NEOs payment amounts.

  30. Corporate Performance Measures

    Corporate Performance Measures The Compensation Committee selected revenue (weighted 60%) and Non-GAAP EBIT (weighted 40%) as the corporate performance measures for the Fiscal 2023 CIP as follows:

  31. Corporate Performance Measures

    | Corporate Performance Measures | Definition | Rationale | | Adjusted Revenue | Revenue as reported under GAAP adjusted to reflect the impact, if any, of acquisitions and divestitures during the year.1 | Revenue growth is important to the creation of long-term shareholder value because it reflects management’s ability to grow our top line through execution of our digital marketing ecosystem strategy. | | Non-GAAP EBIT2 | Earnings before interest, other, and income tax expense (EBIT) adjusted to exclude certain items such as stock-based compensation expense, amortization of acquired intangibles, one-time transformation expenses, and restructuring charges consistent with the presentation of non-GAAP operating income (loss). Non-GAAP EBIT further excludes bonus expense for this performance metric. | Non-GAAP EBIT is an indicator of our profitability. This measure focuses on the outcome of operating decisions, while excluding the impact of non-operating decisions such as interest and tax rates. |

  32. Corporate Performance Measures

    1. There were no acquisitions or divestitures in fiscal 2023. Accordingly, there were no adjustments and Adjusted Revenue is equal to revenue as reported under GAAP for purposes of the Fiscal 2023 CIP. 2. See Schedule 1 on page 57 of this Compensation Discussion and Analysis for a reconciliation of a reconciliation of our GAAP operating loss to non-GAAP EBIT. In May 2022, management and the Compensation Committee set the threshold, target, and maximum performance levels and the payment percentages for each of the corporate performance measures. Threshold, target and maximum goals were set consistent with our financial plan for fiscal 2023. Payouts percentages are determined using linear interpolation between the performance levels. The performance levels and funding percentages for fiscal 2023 are set forth in the table below:

  33. Corporate Performance Measures

    | | Threshold | Target | Maximum | | Adjusted Revenue | $610M | $630M | $645M | | Non-GAAP EBIT | $36M | $63M | $93M | | Funding1 | 25% | 100% | 200% |

  34. Corporate Performance Measures

    1. Plan is funded at a maximum of 25% until Non-GAAP EBIT (excluding bonus) threshold of $36M is met. Payouts under the Fiscal 2023 CIP are capped at payouts under the Company’s broad-based bonus plans for non-executive employees.

  35. Target Annual Cash Incentive Opportunities

    Target Annual Cash Incentive Opportunities In May 2022, the Compensation Committee reviewed the target annual cash incentive opportunities for each of the NEOs and decided to maintain the NEOs’ target annual cash incentive opportunities (expressed as a percentage of base salary) at their fiscal 2022 levels. As a result, the target annual cash incentive opportunities of our NEOs for fiscal 2023 were as follows:

  36. Target Annual Cash Incentive Opportunities

    | Named Executive Officer | Target Annual Cash Incentive (% of Base Salary) | Annualized Target Annual Cash Incentive Opportunity ($) | | Mr. Howe | 110% | $759,000 | | Mr. Jenson | 100% | $590,000 | | Mr. Hussain | 65% | $276,250 | | Mr. Jones | 65% | $289,250 |

  37. Fiscal 2023 CIP Results

    | Metrics | Weight | Results | Final Payout | | Adjusted Revenue | 60% | $597M | 0% | | Non-GAAP EBIT | 40% | $74M | 137% | | Total Attainment (payable in June 2023) | | | 54.6% |

  38. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Long-term incentive compensation is an effective tool for focusing our NEOs on shareholder value creation over a multi-year period. Long-term incentives also serve as a core retention tool and can discourage inappropriate short-term risky behaviors. The Compensation Committee determined the amount of long-term incentive compensation for our NEOs (and, in the case of our CEO, formulated its recommendation to the independent members of the Board for his long-term incentive compensation award) as part of its annual compensation review. In making these awards and recommendations, the Compensation Committee took the following factors into consideration: • a competitive market analysis prepared by its compensation consultant; the recommendations of our CEO (except with respect to his own long-term incentive compensation award); the outstanding equity holdings of each NEO; • the projected impact of the proposed awards on our earnings; • the proportion of our total shares outstanding used for annual employee long-term incentive compensation awards (our “burn rate”) in relation to the median proportions of the companies in our compensation peer group; and • the potential dilution to our shareholders (our “overhang”) in relation to the median practice of the companies in our compensation peer group after taking into account each of the other factors above.

  39. Annual Equity Award Design

    Annual Equity Award Design For fiscal 2023, annual “refresh” long-term incentive compensation awards were granted to our NEOs in May 2022 in the form of PSU awards and time-based RSU awards. The time-based RSUs and the Rule of 40 PSUs (representing 70% of the PSUs granted in fiscal 2023) (such awards, collectively, the “Contingent Stock Awards”) were contingent upon shareholder approval of an amendment to increase the number of shares available for issuance under the 2005 Plan (the “2022 Share Increase”) at the 2022 annual meeting of shareholders held on August 9, 2022 (the “2022 Annual Meeting”). The Contingent Stock Awards were designed to be automatically forfeited if shareholder approval was not obtained. In light of the nature of the Contingent Stock Awards, the Compensation Committee awarded the recipients of the Contingent Stock Awards long-term cash awards subject to similar terms and conditions as the Contingent Awards that would only become effective in the event that the shareholders did not approve the 2022 Share Increase (the “Contingent Cash Awards”). At the 2022 Annual Meeting, shareholders approved the 2022 Share Increase. As a result, the Contingent Cash Awards were automatically cancelled. All long-term incentive compensation awards were approved by the Compensation Committee in May 2022, but for accounting purposes, August 9, 2022 (the date of 2022 Annual Meeting) is deemed the grant date of the Contingent Stock Awards and are reported as such in the “Grants of Plan-Based Awards for Fiscal 2023” table below. The fiscal 2023 equity grants were weighted more heavily towards PSUs for our CEO, with 60% of his long-term incentive compensation opportunity in the form of PSU awards and 40% in the form of an RSU award. The Compensation Committee believed that weighting our CEO’s long-term compensation opportunity more heavily toward PSUs in comparison to other executives better aligns our CEO’s goals with those of our shareholders. For the other NEOs, their long-term incentive compensation was weighted 50% in the form of PSU awards and 50% in the form of RSU awards. The equity awards granted to our NEOs in May 2022 were as follows:

  40. Annual Equity Award Design

    | Named Executive Officer | RSU Awards (Shares) | PSU Awards (Shares) | Target Value of RSUs and PSUs ($)1 | | Mr. Howe | 86,753 | 130,130 | $6,500,000 | | Mr. Jenson | 66,733 | 66,733 | $4,000,000 | | Mr. Hussain | 26,693 | 26,693 | $1,600,000 | | Mr. Jones | 21,121 | 21,120 | $1,266,000 |

  41. Annual Equity Award Design

    1. The target number of shares granted in fiscal 2023 as reported in the table above are based on the 20-day trailing average stock price of $29.97 per share on May 17, 2022.

  42. Fiscal 2023 Time-Based RSU Awards

    Fiscal 2023 Time-Based RSU Awards The fiscal 2023 time-based RSU awards were for shares of our common stock and vest over a three-year period. The RSU awards vest as to one-third of the shares subject to the award after the first year, with the remainder vesting in equal amounts quarterly thereafter, contingent upon such NEO’s continued employment as of each applicable vesting date.

  43. Fiscal 2023 PSU Awards

    Fiscal 2023 PSU Awards The fiscal 2023 PSU awards were subject to two performance measures, one an internal measure and the other a relative measure. The first performance measure is based on the “Rule of 40,” which the Compensation Committee believed is a critical metric in driving shareholder value creation. This performance measure represents 70% of the total value of each award. The second performance measure involves our relative TSR measured against the Russell 2000 Index. This performance measure represents 30% of the total value of each award. Rule of 40 — 70% of the target number of shares of our common stock subject to the fiscal 2023 PSU awards are to be earned based on the average of our combined revenue growth percentage and EBITDA margin percentage for each fiscal year during the three-year performance period, commencing on April 1, 2022 and ending on March 31, 2025. At the end of each fiscal year, we will combine the revenue growth and EBITDA margin percentages, then average those measures following completion of the full three-year performance period. The number of shares of our common stock for which these “Rule of 40” PSU awards may be earned and settled can range from 0% to 200% of the target number of shares. The actual number of shares earned will be determined by the Compensation Committee after the end of the three-year performance period. For example, if our combined revenue growth and EBITDA margin percentages for fiscal years 2023, 2024 and 2025 are 29%, 34% and 33%, the average three-year revenue growth percentage and EBITDA margin percentage would be 32%. For purposes of this portion of the PSU awards, the payment range based on our three-year, average combined revenue growth and EBITDA margin percentages over the performance period is to be measured as follows:

  44. Fiscal 2023 PSU Awards

    | Performance Criteria | Below Threshold | Threshold | Target | Maximum | | 3-Yr Average Revenue Growth % + EBITDA Margin % | <20% | 20% | 30% | 40% | | Payout Opportunity (% of target)1 | 0% | 50% | 100% | 200% |

  45. Fiscal 2023 PSU Awards

    1. Note that the amount earned is to be interpolated for amounts between the designated percentages. No PSUs are earned for below-threshold performance, and payout is capped at 200% of target even if performance exceeds the maximum goal. • Relative TSR — 30% percent of the target number of shares of our common stock subject to the NEOs’ PSU awards are to be earned based on our relative TSR compared to the Russell 2000 Index as measured over a three-year performance period, commencing on April 1, 2022 and ending on March 31, 2025. Specifically, the number of shares of our common stock for which these awards may be earned and settled varies based on our TSR relative to the TSR of the Russell 2000 Index, measured by percentile ranking, over the performance period and can range from 0% to 200% of the target number of shares (though the award will be capped at 100% if our absolute TSR is negative). The actual number of shares earned will be determined by the Compensation Committee after the end of the three-year performance period. For purposes of this portion of the PSU awards, the payment range based on our TSR relative to the Russell 2000 Index over the performance period is to be measured as follows:

  46. Fiscal 2023 PSU Awards

    | Relative TSR Percentile | Below 25th Percentile | 25th Percentile | 50th Percentile | 60th Percentile | 90th Percentile and Above | | Attainment (% of total shares granted)1 | 0% | 25% | 77% | 100% | 200% |

  47. Fiscal 2023 PSU Awards

    1. Note that the amount earned is to be interpolated for amounts between the designated percentages. No PSUs are earned for below-threshold performance, and payout is capped (i) at 200% of target even if performance exceeds the maximum goal and (ii) 100% if our TSR is negative.

  48. Fiscal 2021 PSU Awards

    Fiscal 2021 PSU Awards In May 2020, as part of our annual equity award “refresh” program, the Compensation Committee granted our NEOs PSU awards to be earned based on our relative TSR measured against the Russell 2000 Index measured over a three-year performance period commencing on April 1, 2020 and ending on March 31, 2023. In May 2023, the Compensation Committee reviewed our relative TSR over the performance period and approved a determination of 0% attainment, resulting in no payouts under the awards. Additionally, in May 2020, the Compensation Committee granted our NEOs Rule of 40 PSU awards that 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, 2020 to March 31, 2023. Performance was measured and vesting evaluated on a quarterly basis beginning with the period ended June 30, 2021 and continuing through March 31, 2023. Through March 31, 2022, the Compensation Committee had certified cumulative attainment of 50% of target under the Rule of 40 PSUs granted in fiscal 2021. The final four measurement periods occurred in fiscal 2023. Based on performance in fiscal 2023, no additional attainment was achieved and all remaining fiscal 2021 Rule of 40 awards were forfeited.

  49. Fiscal 2019 Transformational Performance Awards (Rule of 40)

    Fiscal 2019 Transformational Performance Awards (Rule of 40) In fiscal 2019, shortly after the AMS sale in October 2018, certain of our key employees, including Mr. Jenson and Mr. Jones, received one-time transformational, Rule of 40 PSU awards. These PSUs were eligible to be earned quarterly based on our TTM revenue growth and EBITDA margin at the end of each fiscal quarter over a three-year performance period commencing with the fiscal quarter ending June 30, 2019, with the first measurement period ending on June 30, 2020 and the final measurement period ending on September 30, 2022. Through March 31, 2022, the Compensation Committee had certified cumulative attainment of 95.95% of target under these PSUs. The final two measurement periods occurred in fiscal 2023. Following the end of the performance period all remaining PSUs were forfeited.

  50. Chief Financial Officer Transition

    Chief Financial Officer Transition On February 15, 2023, Mr. Jenson, the Company’s then President, Chief Financial Officer and Executive Managing Director of International, notified the Company that he would resign from those positions and terminate his employment with the Company effective as of April 14, 2023 (the “Separation Date”). In connection with the termination of his employment, Mr. Jenson was provided with certain compensation and benefits, including, all base pay accrued, earned and unpaid through Separation Date, all eligible and approved business expense reimbursements outstanding as of the Separation Date and the ability to continue current elected medical and/or dental coverage, at Mr. Jenson’s expense, in accordance with the Company’s COBRA policy. Mr. Jenson agreed to provide consulting services on a limited basis to the Company until March 31, 2024. As consideration for his consulting services, Mr. Jenson will receive a total consulting fee of $100,000, to be paid in ratable monthly installments during the term of the consulting period. In addition, subject to certain conditions, Mr. Jenson was entitled to his bonus for fiscal year 2023, to the extent it is earned and payable in accordance with the Company’s incentive compensation program, excluding the provision requiring employment on the payment date (see “Annual Cash Incentive Plan” above for additional information), and his outstanding time-based equity awards and 5,063 shares underlying certain performance-based restricted stock units would continue to vest and settle in accordance with the schedule set forth in the applicable grant documents, excluding any inconsistent provisions relating to the effect upon the award of Mr. Jenson’s cessation of employment. All other equity awards held by Mr. Jenson were forfeited and cancelled. Except as set forth above, Mr. Jenson received no additional benefits (including any severance payments) in connection with his departure. On the Separation Date, Ms. Lauren Dillard, the Company’s Senior Vice President of Finance and Investor Relations, assumed the additional role of interim Chief Financial Officer. In exchange for her service as interim Chief Financial Officer, Ms. Dillard received (i) a $750,000 grant of time-based RSUs (or 34,090 shares based on 20-day trailing average stock price of $22.00 per share on April 14, 2023) that will vest quarterly in equal parts over two years and (ii) a $250,000 cash award opportunity payable to Ms. Dillard upon completion of the transition of her interim Chief Financial Officer responsibilities to the individual ultimately hired to serve as the Company’s Chief Financial Officer on a permanent basis.

  51. Post-Employment Compensation

    Post-Employment Compensation We believe that having in place reasonable and competitive post-employment compensation arrangements are essential to attracting and retaining highly qualified executive officers. Accordingly, our CEO is eligible to receive certain specified payments and benefits in the event of a termination of employment in connection with a change in control of LiveRamp as provided in his employment agreement. Prior to his resignation, Mr. Jenson also had an employment agreement that provided similar benefits to those provided to our CEO. In addition, our other NEOs currently employed by the Company are eligible to participate in the LiveRamp Holdings, Inc. Executive Officer Severance Policy. Details regarding the LiveRamp Holdings, Inc. Executive Officer Severance Policy are included in the “Potential Payments Upon Termination or Change of Control” section below. Our post-employment compensation arrangements have been designed to provide reasonable compensation to executive officers who leave LiveRamp under certain circumstances to facilitate their transition to new employment. Further, we seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing executive officer to sign and not revoke a general release and waiver of any and all claims against us as a condition to receiving post-employment compensation payments or benefits. We do not consider specific amounts payable under these post-employment compensation arrangements when establishing annual compensation. We do believe, however, that these arrangements are necessary to offer compensation packages that are competitive. In determining payment and benefit levels under the various circumstances triggering the post-employment compensation arrangements for the NEOs, the Compensation Committee has drawn a distinction between voluntary terminations of employment, termination of employment for cause, and terminations of employment without cause or as a result of a change in control of LiveRamp. Payment in the latter circumstances has been deemed appropriate in light of the benefits to us described above, as well as the likelihood that the NEO’s departure is due, at least in part, to circumstances not within his or her control. In contrast, we believe that payments are not appropriate in the event of a termination of employment for cause or a voluntary resignation, because such events often reflect either inadequate performance or an affirmative decision by the NEO to end his or her relationship with us. In the case of the post-employment compensation arrangements in the event of a termination of employment in connection with a change in control of LiveRamp, we believe that these arrangements are designed to align the interests of management and shareholders when considering our long-term future. The primary purpose of these arrangements is to keep our most senior executive officers focused on pursuing all corporate transaction activity that is in the best interests of shareholders regardless of whether those transactions may result in their own job loss. Reasonable post-acquisition payments and benefits should serve the interests of both the executive officer and our shareholders. Generally, payments and benefits under the post-employment compensation arrangements in the event of a change in control of LiveRamp are payable only if there is a subsequent loss of employment by an executive officer (a so-called “double-trigger” arrangement). In the case of the acceleration of vesting of outstanding equity awards, we use this double-trigger arrangement to protect against the loss of retention power following a change in control of LiveRamp and to avoid windfalls, both of which could occur if vesting accelerated automatically as a result of the transaction. We have not provided excise tax payments (“gross-ups”) relating to a change in control of LiveRamp and have no such obligations in place with respect to any of our executive officers, including our NEOs.

  52. Taxation of “Parachute” Payments

    Taxation of “Parachute” Payments Sections 280G and 4999 of the Internal Revenue Code provide that executive officers and members of our Board who hold significant equity interests and certain other service providers may be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of the Company that exceeds certain prescribed limits, and that we (or our successor) may forfeit a deduction on the amounts subject to this additional tax. We did not provide any executive officer, including any Named Executive Officer, with a “gross-up” or other reimbursement payment for any tax liability that the executive officer may owe as a result of the application of Sections 280G or 4999 during fiscal 2023, and we have not agreed and are not otherwise obligated to provide any executive officer with such a “gross-up” or other reimbursement.

  53. Summary Compensation Table

    Summary Compensation Table The following table shows the compensation earned by or awarded to our Named Executive Officers in fiscal years ended March 31, 2023, 2022 and 2021.

  54. Summary Compensation Table

    | Named Executive Officer | Fiscal Year | Salary | Bonus | Stock Awards1 | Option Awards | Non-Equity Incentive Plan Compensation2 | All Other Compensation3 | Total | | Scott E. Howe Chief Executive Officer | 2023 | $690,000 | — | $5,133,361 | — | $414,414 | $18,300 | $6,256,075 | | | 2022 | $690,000 | — | $6,610,967 | — | $1,139,000 | $17,400 | $8,457,367 | | | 2021 | $690,000 | — | $5,102,588 | — | $1,128,000 | $17,100 | $6,937,688 | | Warren C. Jenson Former President, Chief Financial Officer & Executive MD International | 2023 | $590,000 | — | $3,126,308 | — | $322,140 | $189,267 | $4,227,715 | | | 2022 | $570,000 | — | $2,826,295 | — | $875,000 | $63,834 | $4,335,129 | | | 2021 | $550,000 | — | $2,851,681 | — | $850,000 | $78,733 | $4,330,414 | | Mohsin Hussain Chief Technology Officer | 2023 | $425,000 | — | $1,250,514 | — | $150,833 | $18,833 | $1,845,180 | | | 2022 | $400,104 | — | $2,292,473 | — | $400,000 | $18,738 | $3,111,315 | | Jerry C. Jones EVP, Chief Ethics and Legal Officer | 2023 | $445,000 | — | $989,452 | — | $157,931 | $18,500 | $1,610,883 | | | 2022 | $445,000 | — | $1,160,710 | — | $425,000 | $17,618 | $2,048,328 | | | 2021 | $430,000 | — | $1,218,161 | — | $415,000 | $17,100 | $2,080,261 |

  55. Summary Compensation Table

    1. These amounts reflect the grant date fair value of awards of RSU and PSUs calculated in accordance with FASB ASC Topic 718. For RSUs and the portion of the performance awards based on the Rule of 40 granted in fiscal 2023 on August 9, 2022, the amount was determined by reference to quoted market prices for the shares on their grant date, which was $22.20. For the portion of the performance awards based on relative TSR granted in fiscal 2023 on May 17, 2022, we estimated the grant date fair value to be $30.36 using a Monte Carlo simulation model. The amount reported for each PSU grant is based on the probable outcome of the underlying performance conditions, measured as of the grant date (100% of target value) and PSUs vest in a number of shares from zero to 200% of target of the award based on performance. The grant date value for the fiscal 2023 PSU awards at the highest level of performance for each executive is Mr. Howe $6,047,141, Mr. Jenson $3,101,083, Mr. Hussain $1,240,424, and Mr. Jones $981,446. 2. These amounts represent annual cash incentive awards earned by the Named Executive Officers under the Cash Incentive Plan based on Company results. For more information regarding how these determinations were made, see the “Annual Cash Incentive Plan — Individual Payments” section of the Compensation Discussion and Analysis. 3. The amounts disclosed in the “All Other Compensation” column for fiscal 2023 include the following:

  56. Summary Compensation Table

    | Named Executive Officer | 401(k) Matching Contributions | Other | Total | | Scott E. Howe | $18,300 | — | $18,300 | | Warren C. Jenson | $18,600 | $170,667a | $189,267 | | Mohsin Hussain | $18,833 | — | $18,833 | | Jerry C. Jones | $18,500 | — | $18,500 |

  57. Summary Compensation Table

    a) Represents expenses associated with Mr. Jenson’s international assignment in his role as President, International of $11,996, travel companion expenses of $155,382 (includes a related tax gross-up of $77,039), cell phone allowance of $2,688 and tangible gifts of $600.

  58. Grants of Plan-Based Awards for Fiscal 2023

    Grants of Plan-Based Awards for Fiscal 2023 The following table shows grants of plan-based awards made to our Named Executive Officers during fiscal 2023. Non-equity incentive plan awards were granted under the 2010 Cash Incentive Plan and stock awards were granted under the Amended and Restated 2005 Equity Compensation Plan.

  59. Grants of Plan-Based Awards for Fiscal 2023

    | Named Executive Officers | Grant Date | Approval Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards4 | | | All other Stock Awards: Number of Shares of Stock or Units (#)5 | Grant Date Fair Value of Stock and Option Awards ($)6 | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Scott E . Howe | N/A | 5/17/20221 | $189,750 | $759,000 | $1,518,000 | | | | | | | | N/A | 5/25/20222 | $1,364,999 | $2,729,997 | $5,459,995 | | | | | | | | N/A | 5/25/20223 | | $2,599,987 | | | | | | | | | 5/17/2022 | 5/17/2022 | | | | 9,760 | 39,039 | 78,078 | | $1,185,2224 | | | 8/9/2022 | 5/25/20222 | | | | 45,546 | 91,091 | 182,182 | | $2,022,220 | | | 8/9/2022 | 5/25/20223 | | | | | | | 86,753 | $1,925,917 | | Warren C. Jenson | N/A | 5/16/20221 | $147,500 | $590,000 | $1,180,000 | | | | | | | | N/A | 5/25/20222 | $699,996 | $1,399,992 | $2,799,983 | | | | | | | | N/A | 5/25/20223 | | $1,999,988 | | | | | | | | | 5/17/2022 | 5/16/2022 | | | | 5,005 | 20,020 | 40,040 | | $607,807 | | | 8/9/2022 | 5/25/20222 | | | | 23,357 | 46,713 | 93,426 | | $1,037,029 | | | 8/9/2022 | 5/25/20223 | | | | | | | 66,733 | $1,481,473 | | Mohsin Hussain | N/A | 5/16/20221 | $69,063 | $276,250 | $552,500 | | | | | | | | N/A | 5/25/20222 | $279,996 | $559,992 | $1,119,985 | | | | | | | | N/A | 5/25/20223 | | $799,989 | | | | | | | | | 5/17/2022 | 5/16/2022 | | | | 2,002 | 8,008 | 16,016 | | $243,123 | | | 8/9/2022 | 5/25/20222 | | | | 9,343 | 18,685 | 37,370 | | $414,807 | | | 8/9/2022 | 5/25/20223 | | | | | | | 26,693 | $592,585 | | Jerry C. Jones | N/A | 5/16/20221 | $72,313 | $289,250 | $578,500 | | | | | | | | N/A | 5/25/20222 | $221,538 | $443,076 | $886,153 | | | | | | | | N/A | 5/25/20223 | | $632,996 | | | | | | | | | 5/17/2022 | 5/16/2022 | | | | 1,584 | 6,336 | 12,672 | | $192,361 | | | 8/9/2022 | 5/25/20222 | | | | 7,392 | 14,784 | 29,568 | | $328,205 | | | 8/9/2022 | 5/25/20223 | | | | | | | 21,121 | $468,886 |

  60. Grants of Plan-Based Awards for Fiscal 2023

    1. The amounts reported in these rows represent potential performance-based cash bonuses that each NEO could have earned based upon the Company’s achievement of certain quantitative performance criteria set forth in the Company’s performance-based cash bonus programs. For more information regarding actual payments under the Company’s performance-based cash bonus programs, see the “Annual Cash Incentive Plan — Individual Payments” section of the Compensation Discussion and Analysis. 2. The amounts reported in these rows represent long-term cash and stock awards based on the “Rule of 40” that were approved on May 25, 2022 and contingent upon the passage or failure of the 2022 Share Increase at the 2022 Annual Meeting. The stock awards were designed to be automatically forfeited if shareholder approval was not obtained, while the long-term cash awards were designed to only become effective in the event that shareholder approval was not obtained. At the 2022 Annual Meeting, the shareholders approved the share increase and, as a result, the long-term cash awards were automatically cancelled, and the stock awards were deemed granted on such date in accordance with applicable accounting rules. For more information regarding the contingent awards, see the “Long-Term Incentive Compensation — Annual Equity Award Design” section of the Compensation Discussion and Analysis. 3. The amounts reported in these rows represent long-term cash and time-based stock awards that were approved on May 25, 2022 and contingent upon the passage or failure of the 2022 Share Increase at the 2022 Annual Meeting. The stock awards were designed to be automatically forfeited if shareholder approval was not obtained, while the long-term cash awards were designed to only become effective in the event that shareholder approval was not obtained. The long-term cash awards did not have threshold or maximum opportunities since they were similar in terms and conditions to time-based stock awards that were not subject to any performance metrics. At the 2022 Annual Meeting, the shareholders approved the share increase and, as a result, the long-term cash awards were automatically cancelled, and the stock awards were deemed granted on such date in accordance with applicable accounting rules. 4. The amounts reported in these columns represent potential share payouts with respect to PSU awards granted in fiscal 2023 that are subject to attainment of performance goals with the number of shares earned ranging from zero to 200% of the target number of shares. The amounts reported in this column represent time-based RSUs granted in fiscal 2023. The reported grants vested one-third on May 25, 2023, with the remainder vesting in equal amounts quarterly thereafter until fully vested. The awards will fully vest on the third anniversary of the approval date. These amounts reflect the grant date fair value of awards of RSU and PSUs calculated in accordance with FASB ASC Topic 718. For RSUs and the portion of the performance awards based on the Rule of 40 granted in fiscal 2023 on August 9, 2022, the amount was determined by reference to quoted market prices for the shares on their grant date, which was $22.20. For the portion of the performance awards based on relative TSR granted in fiscal 2023 on May 17, 2022, we estimated the grant date fair value to be $30.36 using a Monte Carlo simulation model. The amount reported for each PSU grant is based on the probable outcome of the underlying performance conditions, measured as of the grant date (100% of target value) and PSUs vest in a number of shares from zero to 200% of target of the award based on performance.

  61. Outstanding Equity Awards at 2023 Fiscal Year End

    Outstanding Equity Awards at 2023 Fiscal Year End The following table shows equity awards that we have made to our Named Executive Officers that were outstanding as of March 31, 2023.

  62. Outstanding Equity Awards at 2023 Fiscal Year End

    | | | Option Awards | | | | Stock Awards | | | | | | | | Number of Securities Underlying Unexercised Options (#) | | Option Exercise Price ($) | Option Expiration Date | Share or Unit Grant Date | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested($)1 | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested($)1 | | Name | Grant Date | Exercisable | Unexercisable | | | | | | | | | Scott E. Howe | 5/23/2013 | 136,196 | | $21.46 | 5/23/2023 | 5/22/2019 | | | 1,9902 | $43,641 | | | 5/20/2014 | 154,596 | | $21.17 | 5/20/2024 | 5/19/2020 | 48,3423 | $1,060,140 | 15,4912 | $339,718 | | | 5/20/2015 | 174,847 | | $17.49 | 5/20/2025 | 5/18/2021 | 52,3864 | $1,148,825 | 14,1045 | $309,301 | | | | | | | | 5/18/2021 | | | 30,2232 | $662,790 | | | | | | | | 5/17/2022 | 39,0396 | $856,125 | | | | | | | | | | 8/9/2022 | 91,0917 | $1,997,626 | | | | | | | | | | 8/9/2022 | | | 86,7538 | $1,902,493 | | Warren C. Jenson | | | | | | 5/22/2019 | | | 1,3682 | $30,000 | | | | | | | | 5/19/2020 | 22,8233 | $635,246 | 10,9702 | $240,572 | | | | | | | | 5/18/2021 | 18,8054 | $412,394 | 5,0635 | $111,032 | | | | | | | | 5/18/2021 | | | 16,2742 | $356,889 | | | | | | | | 5/17/2022 | 20,0206 | $439,039 | | | | | | | | | | 8/9/2022 | 46,7137 | $1,024,416 | | | | | | | | | | 8/9/2022 | | | 63,7618 | $1,398,279 | | Mohsin Hussain | | | | | | 2/3/2020 | | | 25,8802 | $567,548 | | | | | | | | 5/19/2020 | 8,8643 | $142,041 | 4,2602 | $93,422 | | | | | | | | 5/18/2021 | 8,0594 | $176,734 | 2,1695 | $47,566 | | | | | | | | 5/18/2021 | | | 6,9752 | $152,962 | | | | | | | | 9/7/2021 | | | 13,3352 | $292,437 | | | | | | | | 5/17/2022 | 8,0086 | $175,615 | | | | | | | | | | 8/9/2022 | 18,6857 | $409,762 | | | | | | | | | | 8/9/2022 | | | 26,6938 | $585,377 | | Jerry C. Jones | 5/20/2015 | 5,209 | | $17.49 | 5/20/2025 | 5/22/2019 | | | 5472 | $11,996 | | | | | | | | 11/12/19 | | | 902 | $1,974 | | | | | | | | 5/19/2020 | 9,7493 | $57,632 | 4,6852 | $102,742 | | | | | | | | 5/18/2021 | 7,7234 | $169,365 | 2,0795 | $45,592 | | | | | | | | 5/18/2021 | | | 6,6842 | $146,580 | | | | | | | | 5/17/2022 | 6,3366 | $138,948 | | | | | | | | | | 8/9/2022 | 14,7847 | $324,213 | | | | | | | | | | 8/9/2022 | | | 20,2518 | $444,104 |

  63. Outstanding Equity Awards at 2023 Fiscal Year End

    1. This value was determined by multiplying the number of unvested shares or units by the closing price of our common stock on March 31, 2023 (the last business day of the fiscal 2023), which was $21.93. 2. Represents awards of RSUs that initially vested (or will vest) 25% on the first anniversary of their respective grant dates, with the remainder vesting in equal amounts quarterly until fully vested. Such awards will fully vest on the fourth anniversary of their grant date. 3. These amounts represent outstanding and unvested awards of PSUs (at target) granted in fiscal 2021 subject to attainment of performance goals with the number of shares earned ranging from zero to 200% of target. The awards are scheduled to vest, if at all, based (i) 70% on combined trailing twelve-month (“TTM”) revenue growth and EBITDA margin over a three-year performance period commencing with the fiscal quarter ending June 30, 2021 (the “Rule of 40 shares”) and (ii) 30% on the Company’s achievement of metrics related to relative TSR over a three-year period ending March 31, 2023 against the Russell 2000, measured by percentile ranking. To the extent that Rule of 40 shares are earned in a given quarter, 50% vest immediately and 50% vest on the one-year anniversary of attainment, except for the final tranche that will vest fully at the end of the measurement period. Based on actual performance none of these PSUs vested. 4. These amounts represent outstanding and unvested awards of PSUs (at target) granted in fiscal 2022 subject to attainment of performance goals with the number of shares earned ranging from zero to 200% of target. The awards are scheduled to vest, if at all, based (i) 70% on combined trailing twelve-month (“TTM”) revenue growth and EBITDA margin over a three-year performance period commencing with the fiscal quarter ending June 30, 2022 (the “Rule of 40 shares”) and (ii) 30% on the Company’s achievement of metrics related to relative TSR over a three-year period ending March 31, 2024 against the Russell 2000, measured by percentile ranking. To the extent that Rule of 40 shares are earned in a given quarter, 50% vest immediately and 50% vest on the one-year anniversary of attainment, except for the final tranche that will vest fully at the end of the measurement period. These amounts represent one-half of the earned amount of the NEO’s PSUs granted in fiscal 2022 (described in footnote 4 above) and earned in fiscal 2023 that will vest on August 9, 2023. These amounts represent outstanding and unvested awards of PSUs (at target) granted in fiscal 2023 subject to attainment of performance goals with the number of shares earned ranging from zero to 200% of target. The awards are scheduled to vest, if at all, based on our relative TSR compared to the Russell 2000 Index as measured over a three-year performance period, commencing on April 1, 2022 and ending on March 31, 2025. Specifically, the number of shares of our common stock for which these awards may be earned and settled varies based on our TSR relative to the TSR of the Russell 2000 Index, measured by percentile ranking, over the performance period and can range from 0% to 200% of the target number of shares (though the award will be capped at 100% if our TSR is negative). The actual number of shares earned will be determined by the Compensation Committee after the end of the three-year performance period. 7. These amounts represent outstanding and unvested awards of PSUs (at target) granted in fiscal 2023 subject to attainment of performance goals with the number of shares earned ranging from zero to 200% of target. The awards are scheduled to vest, if at all, based on the average of our combined revenue growth percentage and EBITDA margin percentage for each fiscal year during the three-year performance period, commencing on April 1, 2022 and ending on March 31, 2025. At the end of each fiscal year, we will combine the revenue growth and EBITDA margin percentages, then average those measures following completion of the full three-year performance period. The number of shares of our common stock for which these “Rule of 40” PSU awards may be earned and settled can range from 0% to 200% of the target number of shares. The actual number of shares earned will be determined by the Compensation Committee after the end of the three-year performance period. 8. Represents awards of RSUs that initially vested (or will vest) one-third on the first anniversary of their respective approval dates (May 25, 2022), with the remainder vesting in equal amounts quarterly until fully vested. Such awards will fully vest on the third anniversary of their approval date. As a result of Messrs. Jones and Jenson retirement eligibility under the 2005 Plan, shares were withheld to cover tax obligations that arose in December 2022, thereby reducing the totals of their RSUs granted in fiscal 2023.

  64. Option Exercises and Stock Vested During Fiscal 2023

    Option Exercises and Stock Vested During Fiscal 2023 The following table shows the value realized by our Named Executive Officers on option exercises and stock awards vesting during fiscal 2023.

  65. Option Exercises and Stock Vested During Fiscal 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized On Exercise ($)1 | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)2 | | Scott E. Howe | 164,204 | $2,892,897 | 74,987 | $1,717,939 | | Warren C. Jenson | — | — | 66,886 | $1,496,351 | | Mohsin Hussain | — | — | 47,268 | $1,147,490 | | Jerry C. Jones | — | — | 34,380 | $751,438 |

  66. Option Exercises and Stock Vested During Fiscal 2023

    1. The option awards values were determined by multiplying the number of shares acquired upon exercise by the difference between the strike price of the options and the market price of the Company’s common stock on the exercise date. The stock awards values were determined by multiplying the number of shares acquired on vesting by the closing market price of the Company’s common stock on the vesting date.

  67. Nonqualified Deferred Compensation During Fiscal 2023

    Nonqualified Deferred Compensation During Fiscal 2023 The Company maintains the LiveRamp Holdings Non-Qualified Deferral Plan, or SERP, that includes participation by our NEOs.

  68. Nonqualified Deferred Compensation During Fiscal 2023

    | Name | Executive Contributions in Fiscal 20231 | Registrant Contributions in Fiscal 2023 | Aggregate Earnings in Fiscal 20233 | Aggregate Withdrawals/ Distributions | Aggregate Balance at 3/31/20234 | | Scott E. Howe | — | — | — | — | — | | Warren C. Jenson | — | — | — | — | $95,924 | | Mohsin Hussain | $215,938 | — | — | — | $323,707 | | Jerry C. Jones | $52,513 | — | — | — | $553,828 |

  69. Nonqualified Deferred Compensation During Fiscal 2023

    1. These amounts are included in the “Salary” or “Non-Equity Incentive Plan Compensation” columns of the Summary Compensation Table. 2. The plan does not provide for registrant contributions for fiscal 2023. 3. None of the earnings are above-market earnings and are therefore not reflected in the Summary Compensation Table. 4. All amounts contributed by an NEO and LiveRamp in prior years have been reported in the Summary Compensation Tables in our previously filed proxy statements in the year earned to the extent the NEO was an NEO for purposes of the SEC’s executive compensation disclosure.

  70. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The tables and narrative below reflect the amount of compensation payable to each of the Named Executive Officers in the event of termination of the executive’s employment under the various circumstances described. The amounts shown assume that the termination was effective as of March 31, 2023. With the exception of Mr. Jenson, these are only estimates of the amounts which would be paid to the Named Executive Officers upon their termination. The actual amounts to be paid can only be determined at the time of an executive’s actual separation from the Company. Payments or benefits generally available to all employees on similar terms are not described. All terms not otherwise defined herein shall have the meanings set forth in the Employment Agreements or the Severance Policy, as applicable.

  71. Potential Payments Upon Termination

    Potential Payments Upon Termination Regardless of the manner in which a Named Executive Officer’s employment terminates, he or she may be entitled to receive amounts earned during his/her term of employment. These amounts include: • base salary earned through the date of termination; and • amounts accrued and vested through the Company’s 401(k) plan or SERP. Employment Agreements. Mr. Howe entered into a new employment agreement with the Company effective February 14, 2018 (the “Howe Agreement”). Mr. Jenson entered into a new employment agreement with the Company effective February 14, 2018 (the “Jenson Agreement” and, together with the Howe Agreement, the “Employment Agreements”). Under the terms of the Employment Agreements, Mr. Howe is, and Mr. Jenson was, entitled to termination payments if either of them is or was terminated by us without cause or if either of them resigns for good reason. For this purpose “cause” is generally defined to include a willful failure to substantially perform duties following a cure period, intentional misconduct or gross negligence that is materially injurious to the Company, a conviction of a felony or a material breach of the agreement or other policy that remains following a cure period, and “good reason” is generally defined to include a material reduction or change in title, position or responsibilities, a reduction in salary, breach of the agreement by the Company that remains following a cure period, and, in the Jenson Agreement, a material change in his reporting relationship or a requirement for relocation more than 30 miles away. Additionally, the Employment Agreements provide for certain payments in the case of non-renewal, change in control with termination of employment and death and disability. On February 15, 2023, Mr. Jenson, the Company’s then President, Chief Financial Officer and Executive Managing Director of International, notified the Company that he would resign from those positions and terminate his employment with the Company effective as of April 14, 2023. For additional information regarding the termination payments and other benefits Mr. Jenson received upon his separation, see the “Individual Compensation Elements — Chief Financial Officer Transition” section of the Compensation Discussion and Analysis. The disclosures in the following sections discuss the terms of the Jenson Agreement and describe the rights under such agreement to which Mr. Jenson would have been entitled had he remained employed by the Company. Effective upon Mr. Jenson’s resignation, he is no longer entitled to the rights and benefits discussed below. Severance Policy. The LiveRamp Holdings, Inc. Executive Severance Policy (the “Severance Policy”), initially adopted on November 9, 2010 and amended thereafter from time to time, provides certain benefits to all officers of the Company designated as executive officers for purposes of Section 16 of the Securities Exchange Act of 1934, except for those officers with employment agreements in effect, in the event of a without cause termination or following a change in control, a without cause termination or resignation for good reason. For this purpose, “cause” is generally defined to include a willful failure to substantially perform duties following a cure period, willful misconduct, gross negligence that is materially injurious to the Company, a conviction of a felony or fraud crime, or a material breach of the Severance Policy or other policy that remains after a cure period. As of March 31, 2023, Mr. Jones and Mr. Hussain were covered by the terms of the Severance Policy. Change in Control. The Employment Agreements, Severance Policy and 2005 Plan provide for certain payments and/or benefits upon the occurrence of a change in control of the Company. The 2005 Plan generally defines a change in control as a transaction involving (i) the consummation of a reorganization, merger, consolidation or similar transaction involving the Company (other than such a transaction in which our shareholders immediately prior to the transaction own more than 50% of the combined voting power entitled to vote in the election of directors of the surviving corporation), (ii) a sale of all or substantially all of the Company’s assets, (iii) the liquidation or dissolution of the Company, or (iv) the acquisition of a significant percentage (no less than beneficial ownership of 20%) of the voting power of the Company. The Severance Policy and Employment Agreements generally provide that a change in control includes (i) an acquisition of any Company securities entitled to vote generally in the election of directors by a person immediately after which such person has beneficial ownership of 30% or more of the combined voting power of the Company’s then-outstanding voting securities (excluding certain acquisitions that would not trigger a change in control), (ii) individuals who constitute the Board of the Company cease for any reason to constitute at least a majority of our Board (with certain exceptions), or (iii) consummation of reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company, or the sale or other disposition of all or substantially all of the Company’s assets, or the acquisition of assets or stock of another corporation, unless immediately following the applicable transaction, (A) the pre-transaction shareholders beneficially own at least 50% of the post-transaction combined voting power in substantially the same proportions as before the transaction, (B) members of the pre-transaction Board comprise at least a majority of the post-transaction Board, and (C) no person (with certain exceptions) has beneficial ownership of 30% or more of the combined voting power of the surviving corporation’s then-outstanding voting securities. In 2018, the Committee clarified its interpretation of change in control as follows: (i) a Potential Sale would constitute a change in control for purposes of the 2005 Plan and awards thereunder; (ii) for employees who, following a Potential Sale remain employed by us, a Potential Sale would not constitute a change in control for purposes of the Employment Agreements or the Severance Policy, except in the event that (x) we materially reduce an executive’s, including a NEO’s, total compensation or (y) an executive, including a NEO, is required to relocate, in either case, within 24 months of completing a Potential Sale, such executive will be entitled to claim a post-change in control good reason termination of employment under the applicable arrangement; and (iii) for employees who, following a Potential Sale, “go with” the division sold in a Potential Sale, a Potential Sale would be deemed to constitute a change in control for purposes of the Severance Policy, entitling such individuals to the enhanced severance payments and benefits in accordance with the terms of those arrangements. In 2018, the Company also amended the 2005 Plan to remove the Compensation Committee and Board of Director’s discretion in determining whether a change in control has occurred and provided for revised treatment of outstanding equity awards under the 2005 Plan upon a change in control. In the event of a change of control, the treatment of PSUs is as follows: • the applicable performance period for such PSU awards was truncated, • a number of PSUs equal to the higher of the target number of shares granted and the number of PSUs that would vest based on the degree of achievement of the applicable performance objectives as of the change in control date will become eligible to vest, and •

  72. Potential Payments Upon Termination

    the number of PSUs that were determined to be eligible to vest will be treated as unvested RSUs, and if assumed or substituted for by the acquiring or surviving entity (or an affiliate of such entity), will convert into RSUs of equal value to be settled in cash or shares by the acquiring or surviving entity (as determined pursuant to the definitive agreement relating to the change in control). If the executive officer remains employed with the acquiring or surviving entity through the end of the original performance period, the RSUs (i.e., the converted PSU awards) will become fully vested. Further, if within 24 months following a change in control, the executive officer’s employment is terminated without cause, he or she resigns for good reason, or if he or she dies or becomes disabled, the RSUs (i.e., the converted PSU awards), to the extent unvested, will become fully vested. If the RSU awards (i.e., the converted PSU awards) are not appropriately assumed or substituted by the acquiring or surviving entity (or an affiliate of such entity), then such converted RSU awards will fully vest in accordance with the terms of the 2005 Plan.

  73. Potential Payments Upon Change in Control

    Potential Payments Upon Change in Control Employment Agreements. Under the terms of the Employment Agreements, Mr. Howe is, and Mr. Jenson was, eligible to receive change in control payments if they are terminated from employment by the Company without cause within 24 months following a change in control, or if they resign for good reason within 24 months following a change in control. The amount payable in the event of a qualifying termination, subject to the Company receiving a general release of claims, is (i) all earned base salary and benefits payable through the date of termination, (ii) the amount of any cash bonus related to any fiscal year ending before the date of termination that has been earned but remains unpaid, (iii) an amount equal to 300% of the current base salary under the Howe Agreement and 200% of the current base salary under the Jenson Agreement, (iv) an amount equal to 300% of average annual bonus based on the preceding two years bonus payments prior to the fiscal year in which the termination occurs under the Howe Agreement, and an amount equal to 200% of average annual bonus based on the preceding two years bonus payments prior to the fiscal year in which the termination occurs under the Jenson Agreement, (v) prorated bonus for the fiscal year in which the termination occurs based on actual fiscal year results and (vi) any other unpaid benefits to which they are entitled under any plan, policy or program of the Company. In addition, all equity awards (other than PSUs) which are outstanding but unvested would vest. Payments under clauses (i)-(iv) would be made in a lump sum immediately following the Delay Period. For PSU awards, unless provided otherwise in the applicable grant documents, upon the consummation of a change in control, the applicable performance period will be truncated, and a number of PSUs will become eligible to vest based on the degree of achievement of the applicable performance objectives as of the date of the change in control. The number of PSUs that were determined to be eligible to vest will be treated as unvested RSUs, and if assumed or substituted for by the acquiring or surviving entity in accordance with the terms of the definitive agreements relating to the change in control will convert into RSUs (or other compensatory arrangements) of equal value to be settled in cash or shares by the acquiring or surviving entity (or an affiliate of such entity), as applicable. In the event of continued employment with the acquiring or surviving entity (or an affiliate of such entity), through the end of the original performance period, the RSUs (i.e., the converted PSUs) will become fully vested and will be settled within 30 days of the performance period end date. If the RSU awards (i.e., the converted PSU awards) are not appropriately assumed or substituted by the acquiring or surviving entity (or an affiliate thereof), then such RSU awards will fully vest in accordance with the terms of the 2005 Plan. In the event that Mr. Howe is, or Mr. Jenson would have been, terminated without cause or resigns for good reason following the public announcement of a Board-approved agreement to effect a change in control but prior to the consummation of the change in control, upon the consummation of the change in control he would receive, in addition to any amounts they received for a without-cause or good-reason termination: (i) an amount equal to the value of all unvested equity that was forfeited upon termination, except PSUs, that would have vested on or prior to a termination without cause or for good reason following a change in control had he remained employed until the change in control using the value of the Company’s common stock implied by the change in control price of the stock, and (ii) an amount equal to the difference between what was actually paid with respect to PSUs and that which would have been paid had he remained employed through the date of the change in control. Additionally, Mr. Howe shall be entitled to a payment equal to 100% of his then current base salary and 100% of his average annual bonus for the two years preceding the fiscal year in which the termination occurred. These payments shall be made on the later of the expiration of the Delay Period applicable to the actual termination or contemporaneously with the change in control (or within 10 days thereafter). Severance Policy. Under the Severance Policy, benefits are due if an eligible participant is terminated by the Company without cause or resigns for good reason (which includes a resignation following a demotion, reduction in salary, relocation, or material reduction in responsibilities, authority or duties, as set forth in the Severance Policy) within a two-year period following a change in control. Upon execution of a general release of claims against the Company which include one-year non-competition and non-solicitation restrictions, benefits paid would include: (i) 150% of the base salary, (ii) 150% of the average annual bonus for the two years preceding the fiscal year in which the termination occurs, (iii) a prorated bonus based on the actual fiscal year results for the fiscal year in which the termination occurs, and (iv) vesting of all equity award except for PSUs. Benefits under clauses (i) and (ii) and would be paid in a lump sum on the next regular payroll cycle following the expiration of the Delay Period; benefits under clause (iii) would be paid within 90 days after the end of the fiscal year in which the termination occurs, and benefits under clause (iv) would be processed within 30 days of the expiration of the Delay Period. Regardless of whether an eligible participant is terminated, unless provided otherwise in the applicable grant documents, at the time of a change in control, the applicable performance period for PSUs will be truncated and that number of PSUs as determined by the degree of achievement of the performance objectives as of that time will be treated as unvested RSUs and if assumed or substituted by the acquiring or surviving entity will convert into RSUs of equal value to be settled in cash or shares by the acquiring or surviving entity. If the executive officer remains employed with the acquiring or surviving entity through the end of the applicable performance period, the PSU awards will become fully vested. Further, if within 24 months following a change in control, the executive officer’s employment is terminated without cause, he or she resigns for good reason, or he or she dies or becomes disabled, the PSU awards, to the extent unvested, will become fully vested. The following table shows the potential payments upon a hypothetical termination or change in control of the Company effective March 31, 2023 for all NEOs. Mr. Jenson’s employment terminated on April 14, 2023, after fiscal year end. The actual amount of compensation and benefits paid to Mr. Jenson as a result of the termination of his employment is described in the Compensation Discussion and Analysis under the heading “Individual Compensation Elements — Chief Financial Officer Transition” and, to the extent paid in fiscal 2023, reported in the Summary Compensation Table.

  74. Potential Payments Upon Change in Control

    | Name | Type | Voluntary Termination or Retirement | Termination without Cause, other than a Change in Control | Resignation for Good Reason, other than a Change in Control | Termination for Cause | Non- Renewal by the Company | Change in Control with no Termination3 | Termination without Cause or Resignation for Good Reason following a Change in Control | Death or Disability | | Scott E. Howe | Severance | — | $3,647,000 | $3,647,000 | — | $3,647,000 | — | $5,470,500 | — | | | Cash Incentive Plan | — | $414,414 | $414,414 | — | $414,414 | — | $414,414 | $414,414 | | | Restricted Stock Units1 | — | — | — | — | — | — | $3,257,943 | $3,257,943 | | | Performance Stock Units2 | — | $1,703,303 | $1,703,303 | — | $1,703,303 | — | $5,062,716 | $1,703,303 | | | Total | — | $5,764,717 | $5,764,717 | — | $5,764,717 | — | $14,205,573 | $5,375,660 | | Warren Jenson | Severance | — | $2,905,000 | $2,905,000 | — | $1,452,500 | — | $2,905,000 | — | | | Cash Incentive Plan | — | $322,140 | $322,140 | — | $322,140 | — | $322,140 | $322,140 | | | Restricted Stock Units1 | — | — | — | — | — | — | $2,136,771 | $2,136,771 | | | Performance Stock Units2 | — | $724,721 | $724,721 | — | $724,721 | — | $2,376,357 | $724,721 | | | Total | — | $3,951,861 | $3,951,861 | — | $2,499,361 | — | $7,740,268 | $3,183,632 | | Mohsin Hussain | Severance | — | $789,063 | — | — | — | — | $1,183,594 | — | | | Cash Incentive Plan | — | $150,833 | — | — | — | — | $150,833 | — | | | Restricted Stock Units1 | — | — | — | — | — | — | $1,739,312 | $1,739,312 | | | Performance Stock Units2 | — | $291,592 | — | — | — | — | $956,499 | $291,592 | | | Total | — | $1,231,487 | — | — | — | — | $4,030,237 | $2,030,904 | | Jerry C. Jones | Severance | — | $865,000 | — | — | — | — | $1,297,500 | — | | | Cash Incentive Plan | — | $157,931 | — | — | — | — | $157,931 | — | | | Restricted Stock Units1 | — | — | — | — | — | — | $752,988 | $752,988 | | | Performance Stock Units2 | — | $305,419 | — | — | — | — | $846,323 | $305,419 | | | Total | — | $1,328,350 | — | — | — | — | $3,054,742 | $1,058,408 |

  75. Potential Payments Upon Change in Control

    1. For this calculation, the RSU value was determined by multiplying the number of unvested RSUs by the closing price of our common stock on March 31, 2023 ($21.93). 2. For this calculation, the PSUs’ value was determined by multiplying the closing price of our common stock on March 31, 2023 ($21.93) by the target number of PSUs eligible for acceleration that the respective executive officer held as of March 31, 2023. Note, however, that this amount may differ based on actual performance. In general, the Company’s equity plans permit, but do not require, accelerated vesting of equity awards in the event of a change in control, as determined in the discretion of the Board, provided that the equity plans do require accelerated vesting of equity awards that are not assumed or substituted by the successor corporation in the event of a change of control. The table assumes that no such acceleration will occur.

  76. CEO Pay Ratio

    CEO Pay Ratio As required by Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median of the annual total compensation of all our employees (other than our CEO) and the annual total compensation of our CEO: For fiscal 2023: • the median of the annual total compensation of all employees of our company (other than our CEO) was $144,125; • the annual total compensation of our CEO was $6,256,075; and • the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all our employees was 43 to 1. This ratio is a reasonable estimate calculated in a manner consistent with SEC rules. We identified the employee with compensation at the median of the annual total compensation of all our employees using the following methodology. 1. In determining our employee population, we considered the individuals, excluding our CEO, who were employed by us and our consolidated subsidiaries on March 31, 2023, whether employed on a full-time, part-time, seasonal or temporary basis (which consisted of 1,387 individuals on that date). We did not include any contractors or other non-employee workers in our employee population. 2. As permitted by SEC rules, to identify our median employee, we selected “base pay,” which we calculated as annual base pay using a reasonable estimate of the hours worked during fiscal 2023 for hourly employees and using annual salary levels for our remaining employees for the 12-month period from April 1, 2022 through March 31, 2023. 3. For this analysis, we annualized base pay for any employees who commenced work during fiscal 2023 and converted our international employees’ base pay to U.S. dollars using a standard conversion rate. 4. Using this approach, we identified the individual at the median of our employee population, who was based in the United States. We then calculated the annual total compensation for this individual using the same methodology we used to calculate the amount reported for our CEO in the “Total” column of the Summary Compensation Table as set forth herein, which was $6,256,075. Because SEC rules for identifying the median of the annual total compensation of all employees allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their employee population and compensation practices, the pay ratio reported by other companies may not be comparable to our pay ratio, as other companies have different employee populations and compensation practices and may have used different methodologies, exclusions, estimates and assumptions in calculating their pay ratios. As explained by the SEC when it adopted these rules, the rule was not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather to allow shareholders to better understand and assess each particular company’s compensation practices and pay ratio disclosures.

  77. Pay Versus Performance

    Pay Versus Performance The following table sets forth the compensation for our CEO and the average compensation for our other NEOs (the “Non-CEO NEOs”), both as reported in the Summary Compensation Table along with certain adjustments to reflect the “compensation actually paid” to such individuals, as required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, for each of fiscal year 2023, 2022 and 2021. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. For further information concerning our pay-for-performance philosophy and how we align executive compensation with the performance of the Company, see the Compensation Discussion & Analysis section of this Proxy Statement.

  78. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year (a) | Summary Compensation Table Total for CEO (b) | Compensation Actually Paid to CEO1 (c) | Average Summary Compensation Table Total for Non-CEO NEOs (d) | Average Compensation Actually Paid to Non-CEO NEOs1 (e) | Total Shareholder Return2 (f) | Peer Group Total Shareholder Return3 (g) | Net Income (Loss) (millions)4 (h) | Revenue (millions)5 (i) | | 2023 | $6,256,075 | $433,031 | $2,561,259 | $346,019 | $66.62 | $77.30 | $(119) | $596.6 | | 2022 | $8,457,367 | $3,006,737 | $3,711,603 | $1,494,858 | $113.58 | $80.03 | $(34) | $528.7 | | 2021 | $6,937,688 | $12,014,504 | $3,116,876 | $7,171,357 | $157.59 | $123.04 | $(90) | $443.0 |

  79. Pay Versus Performance

    1. The dollar amounts reported in column (c) and (e) represent the amount of “compensation actually paid” to Mr. Howe, our CEO, for all applicable years and the average of the “compensation actually paid” to our Non-CEO NEOs. The dollar amounts reported as “compensation actually paid” do not reflect the actual amount of compensation earned by or paid to our CEO or our Non-CEO NEOs during the applicable years, as explained in the ensuing tables. The Non-CEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for fiscal 2023, Warren C. Jenson, Mohsin Hussain and Jerry C. Jones; (ii) for fiscal 2022, Warren C. Jenson, Mohsin Hussain, Jerry C. Jones, Diego Panama, and David Pann; and (iii) for fiscal 2021, Warren C. Jenson, James F. Arra, Anneka R. Gupta and Jerry C. Jones. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to total compensation for each year to determine the compensation actually paid:

  80. Pay Versus Performance

    | Fiscal Year | Reported Summary Compensation Table (SCT) Totali A | Reported Value of Equity Awardsii B | Equity Award Adjustmentsiii C | Compensation Actually Paid A-B+C | | Company’s CEO | | | | | | 2023 | $6,256,075 | $5,133,361 | $(689,683) | $433,031 | | 2022 | $8,457,367 | $6,610,967 | $1,160,337 | $3,006,737 | | 2021 | $6,937,688 | $5,102,588 | $10,179,404 | $12,014,504 | | Average of Non-CEO NEOs | | | | | | 2023 | $2,561,259 | $1,788,758 | $(426,482) | $346,019 | | 2022 | $3,711,603 | $2,795,555 | $578,811 | $1,494,858 | | 2021 | $3,116,876 | $1,989,352 | $6,043,832 | $7,171,357 |

  81. Pay Versus Performance

    i. Reflects the amounts (or the average amounts with regard to the Non-CEO NEOs) represented in the “Total” column of the Summary Compensation Table for the applicable years. Reflects the grant date fair value of equity awards granted to the CEO (or the average amounts with regard to the Non-CEO NEOs) as reported in the “Stock Awards” column in the Summary Compensation Table for the covered years. The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) as set forth in the chart below:

  82. Pay Versus Performance

    | Fiscal Year | Plus Year End Fair Value of Outstanding Unvested Stock Awards Granted in the Year | Year over Year Change (Positive or Negative) in Fair Value at Year End of Outstanding and Unvested Stock Awards Granted in Prior Years | Year over Year Change (Positive or Negative) in Fair Value of Stock Awards Granted in Prior Years that Vested in the Year | Less Year End Fair Value of Awards Granted in Prior Years that Failed to Meet the Applicable Vesting Conditions in the Year | Total Equity Award Adjustments | | Company’s CEO | | | | | | | 2023 | $4,682,070 | $(3,424,092) | $(1,947,661) | $0 | $(689,683) | | 2022 | $5,086,930 | $(3,625,853) | $(300,739) | $0 | $1,160,337 | | 2021 | $6,768,143 | $(1,488,082) | $4,899,343 | $0 | $10,179,404 | | Average of Non-CEO NEOs | | | | | | | 2023 | $1,652,906 | $(1,113,035) | $(966,353) | $0 | $(426,482) | | 2022 | $1,490,618 | $(867,480) | $(44,328) | $0 | $578,811 | | 2021 | $2,651,611 | $1,200,836 | $2,191,385 | $0 | $6,043,832 |

  83. Pay Versus Performance

    2. Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the price of our common stock at the end and the beginning of the measurement period by the price of our common stock at the beginning of the measurement period. 3. The peer group used for this purpose is the S&P 400 IT Consulting and Other Services Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Reports on Form 10-K for the years ended March 31, 2023, March 31, 2022 and March 31, 2021. 4. The dollar amounts reported represent the amount of net income (loss) reflected in our audited consolidated financial statements for the applicable year. 5. Revenue as reported under GAAP.

  84. Compensation Actually Paid vs. Cumulative TSR of the Company and Cumulative TSR of the Peer Group

    Compensation Actually Paid vs. Cumulative TSR of the Company and Cumulative TSR of the Peer Group The following graph compares the amount of compensation actually paid to our CEO and the average compensation actually paid to our Non-CEO NEOs with our cumulative TSR and the TSR of our peer group over the three years presented in the table.

  85. Compensation Actually Paid vs. Revenue

    Compensation Actually Paid vs. Revenue The following graph compares the amount of compensation actually paid to our CEO and the average compensation actually paid to our Non-CEO NEOs with revenue. While the Company uses several financial performance measures to evaluate performance for purposes of its executive compensation program, the Company has determined that revenue is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the NEOs for the most recently completed fiscal year to Company performance. Revenue is a key driver of both (i) annual cash incentive plan, which, for fiscal 2023, utilized revenue adjusted to reflect the impact, if any, of acquisitions and divestitures during the year as one of the two corporate performance measures (weighted 60%) and (ii) our long-term equity incentive compensation program in our fiscal 2023 Rule of 40 PSUs (average 3-year revenue growth percentage). Note, however, that because a significant portion of compensation actually paid is comprised of equity awards, which have multi-year vesting periods, compensation actually paid is heavily impacted by fluctuations in stock price year-over-year, as compared to revenue.

  86. Compensation Actually Paid vs. Net Income (Loss)

    Compensation Actually Paid vs. Net Income (Loss) The following graph compares the amount of compensation actually paid to our CEO and the average compensation paid to our Non-CEO NEOs to our net income (loss) over the three years presented in the table.

  87. Compensation Actually Paid vs. Net Income (Loss)

    | Non-Employee Director Compensation |

  88. Compensation Actually Paid vs. Net Income (Loss)

    The Governance/Nominating Committee of the Board reviews and makes a recommendation to the full Board regarding the compensation to be paid to the non-employee directors each year. In the past fiscal year, the base annual retainer for each non-employee director, except for the Non-Executive Chairman of the Board, was $220,000, of which $160,000 was payable in Company common stock and $60,000 was payable in stock or cash at the election of each director. The base annual retainer for the Non-Executive Chairman of the Board during the past fiscal year was $290,000, of which $200,000 was payable in Company common stock and $90,000 was payable in stock or cash at the Chairman’s election. An additional $10,000 per committee was payable to each non-employee director for his or her service on the Audit/Finance, Compensation and Governance/Nominating Committees, payable in stock or cash at the election of each director. No additional compensation was paid for service on the Executive Committee. The chairs of the Audit/Finance, Compensation and Governance/Nominating Committees were paid an additional $20,000, $20,000, and $10,000, respectively, as compensation for their additional responsibilities as chairs, payable in stock or cash at each chair’s election. Director fees are paid in arrears on a quarterly basis. The Company reimburses its outside directors for travel and other expenses directly incurred by them in connection with their service to the Company. The Company maintains a deferred compensation plan under which the directors may elect to defer receipt of their equity (but not cash) fees. The following table shows the compensation awarded in fiscal year 2023 to the Company’s non-employee directors.

  89. Compensation Actually Paid vs. Net Income (Loss)

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | | John L. Battelle | 60,000 | 170,000 | 230,000 | | Timothy R. Cadogan | 60,000 | 200,000 | 260,000 | | Vivian Chow | 90,000 | 160,000 | 250,000 | | Richard P. Fox1 | 40,000 | 80,000 | 120,000 | | Clark M. Kokich | 105,000 | 200,000 | 305,000 | | Brian O’Kelley2 | 0 | 0 | 0 | | Kamakshi Sivaramakrishnan3 | 80,000 | 120,000 | 200,000 | | Omar Tawakol | 65,000 | 165,000 | 230,000 | | Debora B. Tomlin | 80,000 | 160,000 | 240,000 |

  90. Compensation Actually Paid vs. Net Income (Loss)

    1. Mr. Fox’s term ended on the date of the 2022 annual meeting of shareholders. The amounts above represent his fees for his service during the first half of fiscal 2023. 2. Mr. O’Kelley was appointed to the Board on February 10, 2023, but since board fees are paid quarterly in arrears, he did not receive any compensation in fiscal 2023, which ended on March 31, 2023. 3. Ms. Sivaramakrishnan resigned from the Board effective January 27, 2023.