DEF 14A of LiveRamp Holdings, Inc., Jun 28, 2024

DEF 14A of LiveRamp Holdings, Inc.

Filed Jun 28, 2024 · FY20240001104659-24-076025

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 2024 Annual Meeting, as well as for each director who will continue to serve as a director of the Company after the 2024 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 2024

    Nominees for Director with Terms Expiring in 2024

  3. Nominees for Director with Terms Expiring in 2024

    | | Mr. Battelle is an entrepreneur, journalist, professor and author who has founded or co-founded various media and technology-based businesses. He is the co-founder of DOC, a healthcare media business, and a Senior Fellow and Professor of Practice at Northeastern University. Previously, he founded Recount Media Inc., a NY-based media platform, sold in 2023 to The News Movement. He is chair of the board of directors of Sovrn Holdings, Inc., a programmatic advertising and publisher platform that connects publishers with data and monetization solutions. He is also a director at the UC Berkely Graduate School of Journalism, and has taught at Berkeley as well as Columbia University. In 2012, he was the founder and CEO of NewCo Platform, Inc., a city-based 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. He actively maintains Searchblog, an ongoing daily site which covers the intersection of media, technology and culture. In 2004, Mr. Battelle co-founded and served as executive producer of the Web 2 Summit. 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), 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, the Internet Advertising Bureau, and 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 58 Director since 2012 Committees: GNC (Chair) | |

  4. Nominees for Director with Terms Expiring 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 55 Director since 2021 Committees: Talent and Compensation | |

  5. Nominees for Director with Terms Expiring 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 55 Director since 2016 Committees: Audit/Finance, Talent and Compensation | |

  6. Directors Whose Terms Expire in 2025

    Directors Whose Terms Expire in 2025

  7. 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 72 Director since 2009 Chairman of the Board since 2019 Committees: Audit/Finance, GNC, Executive | |

  8. 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 46 Director since 2023 Committees: GNC | |

  9. Directors Whose Terms Expire in 2026

    Directors Whose Terms Expire in 2026

  10. Directors Whose Terms Expire in 2026

    | | 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 16 years as a chief executive officer qualify him to serve as chair of the Talent and Compensation Committee and provide extensive insight into managing complex business operations and overseeing business risk. | | Timothy R. Cadogan | | | Age 53 Director since 2012 Committees: Talent and Compensation (Chair), GNC | |

  11. Directors Whose Terms Expire in 2026

    | | 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 57 Director since 2020 Committees: Audit/Finance (Chair), Executive | |

  12. Directors Whose Terms Expire in 2026

    | | 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 56 Director since 2011 Committees: Executive (Chair) | |

  13. Directors Whose Terms Expire in 2026

    THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE ELECTION OF MR. BATTELLE, MR. TAWAKOL AND MS. TOMLIN AT THE 2024 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 in the “Corporate Governance — Governance Overview” section of our investor relations website at https://investors.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. Performance-Based Compensation Aligned to Shareholder Returns

    Performance-Based Compensation Aligned to Shareholder Returns A large portion of our executive pay opportunity is tied to long-term and short-term performance metrics aligned to shareholder interests. Specifically, our executive officers receive performance-based pay through our long-term performance award shares and annual cash incentive programs that directly align to internal growth and profitability measures and total shareholder return relative to benchmarks. Long-Term Awards — 2022 PSU Payouts • In fiscal 2024, our Relative Total Shareholder Return (TSR) performance-based stock unit awards (“PSUs”) granted in fiscal 2022 were earned at 50.78% of target. These results are directly tied to relative shareholder returns over the 3-year measurement period where LiveRamp stock performance relative to the Russell 2000 was at the 38th percentile. • In addition to the Relative TSR PSUs granted in fiscal 2022, the Company granted Rule of 40 PSUs to the executive officers. Rule of 40 PSUs granted in fiscal 2022 could vest in a number of shares ranging from 0% to 200% of the target award, based on the attainment of trailing twelve-month revenue growth and EBITDA margin targets for the period from April 1, 2021 to March 31, 2024. Performance was measured and vesting evaluated on a quarterly basis beginning with the period ended June 30, 2022, and continuing through March 31, 2024. Through June 30, 2023, the Talent and Compensation Committee had certified cumulative attainment of 50% under Rule of 40 PSUs granted in fiscal 2022. The final four measurement periods occurred in fiscal 2024. Based on performance in fiscal 2024, incremental attainment of 9.31% was achieved and the payout was recognized at the end of fiscal 2024. Accordingly, in total the 2022 Rule of 40 PSUs were earned at 59.31% of target. Short-Term Awards In fiscal 2024, all of the NEOs except Mr. Sharma participated in the “Fiscal 2024 CIP” and Mr. Sharma’s annual cash incentive opportunity was based on a commission plan that aligned with his responsibilities as Chief Revenue Officer. Our Fiscal 2024 CIP was based on Adjusted Revenue and Non-GAAP EBIT metrics. As discussed further in “Individual Compensation Elements — Annual Cash Incentive Plan,” Adjusted Revenue was at the maximum of the plan performance, while non-GAAP EBIT exceeded target performance, which resulted in attainment of 185% of target. However, attainment under our Fiscal 2024 CIP is capped based on the Company’s broad-based bonus plans for non-executive employees, subject to further adjustment based on individual performance. Therefore, the Talent and Compensation Committee approved the Fiscal 2024 CIP payout at 160% to match attainment under our broad-based bonus plans. Additionally, the Talent and Compensation Committee approved increases of $25,000 to individual Fiscal 2024 CIP payouts to each member of the Company’s leadership team (including all NEOs except Mr. Howe) in recognition of the leadership team’s collective achievement of a number of strategic, financial and operational objectives during fiscal 2024.

  15. Say-on-Pay Results and Shareholder Engagement

    | Key Themes from Shareholder Engagement | Response of Talent and Compensation Committee | | Shareholders expressed interest in understanding our actions to control stock-based compensation expense. | As previously disclosed, to better manage the expense and maintain it at acceptable levels compared to our peers, the Talent and Compensation Committee reduced the pool of employees eligible to participate in the Company’s equity-based compensation programs from previous levels and revised our practices for recruiting (starting in fiscal 2023), annual refresh (which commenced in fiscal 2024), 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 Talent and Compensation Committee approved the final attainment of the PSUs granted in fiscal 2022, resulting in incremental attainment of 9.31% for the Rule of 40 PSUs in fiscal 2024 and the Relative TSR PSUs attainment of 50.78% because our three-year stock price performance relative to the Russell 2000 was at the 38th percentile of the market. We maintained our program design for fiscal 2024. The results of our program demonstrate the strong alignment of our program with Company performance. Executives earned above target payouts under the annual cash incentive plan for fiscal 2024 consistent with our outperformance on key financial metrics for the year, while the PSUs granted in fiscal 2022 paid out below target, consistent with underperformance against our rigorous relative TSR and Rule of 40 goals over the measurement period. |

  16. Annual Cash Incentives

    Annual Cash Incentives Annual cash incentives represent the short-term variable portion of the cash compensation 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 Talent and 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 (“LTI”) 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 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 also serves 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 Talent and 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 Talent and 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 2024 executive compensation program were as follows:

  20. Balanced Performance Measures

    | Fiscal 2024 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 our other NEOs reflect our variable “pay for performance” compensation philosophy: 92% of our CEO’s annual target total direct compensation was variable or “at risk,” as well as, on average, 91% of our other NEOs’ annual target total direct compensation (not including Warren Jenson), as described below: 1. Target total direct compensation is the sum of base salary, target annual cash incentive opportunity and target long-term incentive opportunity. For fiscal 2024, target total direct compensation for our other NEOs’ also includes (i) promotional equity grants to Ms. Dillard, Mr. Sharma and Ms. Bloomston in connection with their promotions during the year as discussed in “Leadership Team Promotions and Transitions” below and (ii) additional compensation paid to Ms. Dillard in connection with her service as Interim Chief Financial Officer as also discussed in “Leadership Team Promotions and Transitions” below. Without these one-off awards, 86% of our other NEOs’ annual target total direct compensation, on average, would have been variable, or “at risk.” 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 Talent and 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.

  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 that goes beyond the minimum requirements under NYSE listing standards | | ✓ | 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 Talent and 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 | ✓ | Minimum one year holding for net shares received by CEO through option exercises |

  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 Talent and 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 Talent and Compensation Committee • Participates in Talent and 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 Talent and Compensation Committee and Board for inclusion in the design of our executive compensation program |

  25. Practices Related to the Timing of Equity Grants

    Practices Related to the Timing of Equity Grants It is the Talent and Compensation Committee’s practice to review and grant all annual equity compensation awards to eligible employees (including the executive officers) at its first regularly scheduled meeting of each fiscal year, which it expects to occur each year in May. Additionally, the Talent and Compensation Committee may grant equity awards outside of our annual grant cycle for new hires, promotions, recognition, retention or other purposes. We do not time the granting of equity awards (including stock option awards) in relation to the release of material nonpublic information, nor have we timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During fiscal 2024, the Company did not grant stock options to any NEO.

  26. Peer Group Philosophy

    Peer Group Philosophy The Talent and 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 2022, with the assistance of its compensation consultant, the Talent and 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 Talent and Compensation Committee approved a revised compensation peer group consisting of the companies set forth in the table below for use in fiscal 2024. Our fiscal 2024 peer group is the same peer group used in fiscal 2023, except that Bottomline Technologies, SailPoint Technologies and Zendesk were removed due to them being acquired and Everbridge and PagerDuty were added in light of those removals.

  27. Peer Group Philosophy

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

  28. 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 $276 million to $1.4 billion) • Similar market capitalization — approximately 0.3x to 3.0x our market capitalization (approximately $437 million to $4.4 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 Talent and Compensation Committee to assess our executive compensation levels in the course of its deliberations on compensation forms and amounts. The Talent and 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 Talent and Compensation Committee considers data from the companies in the compensation peer group, as well as the other factors described above, in its collective judgment.

  29. Individual Pay Decisions

    Individual Pay Decisions The Talent and 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 Talent and 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 Talent and 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. As noted above, Mr. Jenson was no longer serving as chief financial officer at the time of the Talent and Compensation Committee meeting held in May 2023 during which fiscal 2024 compensation determinations were made and, accordingly, he is not included in the tables below illustrating the individual compensation elements of our NEOs. For more information on the compensation that Mr. Jenson received during fiscal 2024, see the section below titled “Leadership Team Promotions and Transitions.”

  30. Annual Cash Incentive Plans

    Annual Cash Incentive Plans In fiscal 2024, the NEOs participated in two annual cash incentive programs. All of the NEOs except Mr. Sharma participated in the “Fiscal 2024 CIP,” as approved by the Talent and Compensation Committee in May 2023. Mr. Sharma’s annual cash incentive opportunity was based on our Commission Plan that aligned with his responsibilities as Chief Revenue Officer. Each of the incentive programs is discussed below.

  31. Target Annual Cash Incentive Opportunities

    Target Annual Cash Incentive Opportunities In May 2023, the Talent and Compensation Committee reviewed the target annual cash incentive opportunities. Based on such review, the Talent and Compensation Committee determined to increase the target incentive opportunity (expressed as a percentage of base salary) for the non-CEO executive officers to 75% after taking into account internal pay parity considerations and the Company’s performance-based philosophy, which informed the Talent and Compensation Committee’s decision to adjust the non-CEO executive officers’ annual cash incentive opportunities rather than base salaries. The increase also better aligned the non-CEO executive officer’s total target direct compensation with peer company compensation levels. The Talent and Compensation Committee maintained Mr. Howe’s and Mr. Sharma’s target annual cash incentive opportunities at their fiscal 2023 levels. In connection with their promotions, after taking into account the factors noted above, the Talent and Compensation Committee reviewed the target incentive opportunities (expressed as a percentage of base salary) for Ms. Dillard, Mr. Sharma and Ms. Bloomston and determined to maintain their incentive opportunities at 75%, 100% and 75% of base salary, except that their target incentive opportunities would be based on their new base salaries. As a result, the target annual cash incentive opportunities of our NEOs for fiscal 2024 were as follows:

  32. 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 | | Ms. Dillard | 75% | $322,500 | | Mr. Sharma | 100% | $425,000 | | Ms. Bloomston | 75% | $318,750 | | Mr. Jones | 75% | $333,750 |

  33. Corporate Performance Measures

    Corporate Performance Measures The Talent and Compensation Committee selected adjusted revenue (weighted 50%) and Non-GAAP EBIT (weighted 50%) as the corporate performance measures for the Fiscal 2024 CIP as follows:

  34. Corporate Performance Measures

    | Corporate Performance Measures | Definition | Rationale | | Adjusted Revenue1 | Revenue as reported under GAAP adjusted to reflect the impact, if any, of acquisitions and divestitures during the year. | 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 EBIT1 | 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 is adjusted to reflect the impact, if any, of acquisitions and divestitures during the year and 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. |

  35. Corporate Performance Measures

    1. See Schedule 1 on page 59 of this Compensation Discussion and Analysis for a reconciliation of our GAAP revenue to Adjusted Revenue and our GAAP operating income to Non-GAAP EBIT. In May 2023, management and the Talent and 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 2024. Payout percentages are determined using linear interpolation between the performance levels. The performance levels and funding percentages for fiscal 2024 are set forth in the table below:

  36. Corporate Performance Measures

    | | Threshold | Target | Maximum | | Adjusted Revenue | $595M | $620M | $645M | | Non-GAAP EBIT | $84M | $114M | $150M | | Funding1 | 25% | 100% | 200% |

  37. Corporate Performance Measures

    1. No payout is earned under the Fiscal 2024 CIP for below-threshold performance, and payout is capped at 200% of target even if performance exceeds the maximum goal. The plan is funded at a maximum of 25% until the Non-GAAP EBIT (excluding bonus) threshold of $84M is met. Additionally, attainment under the Fiscal 2024 CIP is capped at attainment achieved under the Company’s broad-based bonus plans for non-executive employees.

  38. LiveRamp Commission Incentive Plan — Mr. Sharma

    LiveRamp Commission Incentive Plan — Mr. Sharma Mr. Sharma was a participant in the LiveRamp Commission Plan given his commercial leadership role. The commission plan is based on various sales and revenue targets in our U.S. and international markets. Mr. Sharma’s target commission opportunity was set at 100% of his base salary. For fiscal 2024, Mr. Sharma earned a total commission payment in the amount of €1,378,463, which represented 343% of his target commission opportunity for fiscal 2024. Our CEO also recommended an additional €22,727 in Mr. Sharma’s payout in line with the individual performance determination for all leadership team members discussed above. Accordingly, Mr. Sharma’s total payout was €1,401,190, or $1,513,496 in U.S. dollars at an exchange rate of 1.08015, which was the exchange rate on the date the Talent and Compensation Committee approved such payout.

  39. 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 Talent and 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 Talent and 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.

  40. Annual Equity Award Design

    Annual Equity Award Design For fiscal 2024, annual “refresh” long-term incentive compensation awards were granted to our NEOs in May 2023 in the form of PSU awards and time-based RSU awards. The fiscal 2024 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 Talent and 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 2023 were as follows:

  41. Annual Equity Award Design

    | Named Executive Officer | RSU Awards (Shares) | PSU Awards (Shares) | Target Value of RSUs and PSUs ($)1 | | Mr. Howe | 117,155 | 175,731 | $7,000,000 | | Ms. Dillard2 | 25,105 | 25,104 | $1,200,000 | | Mr. Sharma2 | 52,301 | 52,300 | $2,500,0003 | | Ms. Bloomston2 | 73,222 | 73,221 | $3,500,0003 | | Mr. Jones | 37,657 | 37,656 | $1,800,0003 |

  42. Annual Equity Award Design

    1. The target number of shares granted in fiscal 2024 as reported in the table above are based on the 20-day trailing average stock price of $23.90 per share on May 17, 2023. 2. In addition to the annual refresh awards set forth above, Ms. Dillard, Mr. Sharma and Ms. Bloomston each received additional equity awards in connection with their promotions in 2023. For more information see “Leadership Promotions and Transitions” below. 3. The Talent and Compensation Committee determined to make one-time increases in fiscal 2024 to the target value of the annual refresh equity awards to Mr. Sharma, Ms. Bloomston and Mr. Jones (in amounts of $500,000, $1,500,000 and $500,000, respectively) in order to increase the retentive hold of such NEOs’ outstanding and unvested equity awards.

  43. Fiscal 2024 Time-Based RSU Awards

    Fiscal 2024 Time-Based RSU Awards The fiscal 2024 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.

  44. Fiscal 2024 PSU Awards

    Fiscal 2024 PSU Awards The fiscal 2024 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 Talent and Compensation Committee believes 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 2024 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, 2023, and ending on March 31, 2026. 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 Talent and 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 2024, 2025 and 2026 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:

  45. Fiscal 2024 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% |

  46. Fiscal 2024 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% 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, 2023 and ending on March 31, 2026. 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 Talent and 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:

  47. Fiscal 2024 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% |

  48. Fiscal 2024 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.

  49. Fiscal 2022 PSU Awards

    Fiscal 2022 PSU Awards In May 2021, as part of our annual equity award “refresh” program, the Talent and Compensation Committee granted our then 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, 2021, and ending on March 31, 2024. In May 2024, the Talent and Compensation Committee reviewed our relative TSR over the performance period and approved attainment of 50.78% of target because our three-year stock price performance relative to the Russell 2000 was at the 38th percentile. Additionally, in May 2021, the Talent and Compensation Committee granted our then 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, 2021 to March 31, 2024. Performance was measured and vesting evaluated on a quarterly basis beginning with the period ended June 30, 2022, and continuing through March 31, 2024. Through March 31, 2023, the Talent and Compensation Committee had certified cumulative attainment of 50% of target under the Rule of 40 PSUs granted in fiscal 2022. The final four measurement periods occurred in fiscal 2024. Based on performance in fiscal 2024, incremental attainment of 9.31% was achieved and all remaining fiscal 2022 Rule of 40 awards were forfeited. Accordingly, in total the 2022 Rule of 40 PSUs were earned at 59.31% of target.

  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 the 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 received a total consulting fee of $100,000 that was 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 was earned and payable in accordance with the Company’s incentive compensation program, excluding the provision requiring employment on the payment date (the amount of which was reported in the proxy statement for the 2023 annual meeting of shareholders), 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. Dillard assumed the 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 the 20-day trailing average stock price on April 14, 2023 ($22.00)) that will vest quarterly in equal parts over two years and (ii) a $250,000 cash award opportunity that was paid to Ms. Dillard upon completion of the transition of her interim Chief Financial Officer responsibilities. On November 14, 2023, the Board appointed Ms. Dillard to serve as Executive Vice President and Chief Financial Officer of the Company, on a non-interim basis effective immediately. In connection with Ms. Dillard’s appointment as Executive Vice President and Chief Financial Officer, Ms. Dillard became entitled to an annual base salary of $430,000 per year and continued her eligibility in the Company’s short-term incentive plan applicable to fiscal 2024 with a target opportunity of 75% of her new base salary payable upon the attainment of the performance goals (including applicable weighting) previously approved by the Talent and Compensation Committee (see “Annual Cash Incentive Plan” above for additional information). Ms. Dillard also received a one-time equity grant of $4,000,000, of which (i) 50% is in the form of time-based restricted stock units (RSUs) that will vest over three years with one-third of the award vesting on November 22, 2024 and the remaining vesting in equal parts quarterly thereafter, subject to Ms. Dillard’s continued employment through each vesting date and (ii) 50% is in the form of performance-based restricted stock units (PSUs) that are eligible to vest on November 22, 2026 subject to the same performance measures as the fiscal 2024 PSU awards discussed above and subject to Ms. Dillard’s continued employment through that date.

  51. Fiscal 2024 Promotional Compensation — Vihan Sharma and Kimberly Bloomston

    Fiscal 2024 Promotional Compensation — Vihan Sharma and Kimberly Bloomston On December 12, 2023, the Board appointed Mr. Sharma and Ms. Bloomston to serve as the Company’s Chief Revenue Officer and Chief Product Officer, respectively. In connection with their appointments, Mr. Sharma and Ms. Bloomston became entitled to annual base salaries of €401,975 and $425,000 per year, respectively, and each continued their eligibility in the Company’s short-term incentive plan applicable to fiscal 2024 with a target opportunity of 100% and 75% for Mr. Sharma and Ms. Bloomston, respectively, of their new base salaries payable upon the attainment of the performance goals (including applicable weighting) previously approved by the Talent and Compensation Committee (see “Annual Cash Incentive Plan” above for additional information). In addition, Mr. Sharma and Ms. Bloomston each received a one-time promotional equity grant of $2,000,000 and $1,000,000, respectively, of which (i) 50% is in the form of time-based restricted stock units (RSUs) that will vest over three years with one-third of the award vesting on December 22, 2024 and the remaining vesting in equal parts quarterly thereafter, subject to their continued employment through each vesting date and (ii) 50% is in the form of performance-based restricted stock units (PSUs) that are eligible to vest on December 22, 2026 subject to the same performance measures as the fiscal 2024 PSU awards discussed above and their continued employment through that date.

  52. 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 Talent and 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). 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.

  53. 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 2024, and we have not agreed and are not otherwise obligated to provide any executive officer with such a “gross-up” or other reimbursement.

  54. 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, 2024, 2023 and 2022.

  55. Summary Compensation Table

    | Named Executive Officer | Fiscal Year | Salary | Bonus | Stock Awards1 | Option Awards | Non-Equity Incentive Plan Compensation2 | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation3 | Total | | Scott E. Howe Chief Executive Officer | 2024 | $690,000 | — | $8,126,936 | — | $1,214,400 | — | $50,912 | $10,082,248 | | | 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 | | Lauren R. Dillard Executive Vice President and Chief Financial Officer | 2024 | $414,101 | — | $7,239,528 | — | $795,000 | — | $20,588 | $8,469,217 | | Vihan Sharma Chief Revenue Officer | 2024 | $423,0404 | — | $5,084,364 | — | $1,513,4965 | — | $4,823 | $7,025,722 | | Kimberly Bloomston Chief Product Officer | 2024 | $407,671 | — | $5,117,070 | — | $535,000 | — | $40,514 | $6,100,254 | | Jerry C. Jones EVP, Chief Ethics and Legal Officer and Secretary | 2024 | $445,000 | — | $2,059,924 | — | $550,000 | $29,242 | $19,800 | $3,103,966 | | | 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 | | Warren C. Jenson Former President, CFO & Executive MD International | 2024 | $124,583 | — | — | — | — | — | $44,407 | $168,991 | | | 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 |

  56. Summary Compensation Table

    1. These amounts reflect the grant date fair value of awards of RSUs 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 2024 on April 14, 2023, May 17, 2023, November 14, 2023 and December 12, 2024 the amounts were determined by reference to quoted market prices for the shares on their grant date, which were $23.19, $25.37, $33.94 and $34.04, respectively. For the portion of the performance awards based on relative TSR granted in fiscal 2024 on May 17, 2023, November 14, 2023 and December 12, 2023, we estimated the grant date fair value to be $38.58, $57.74 and $57.91 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 0% to 200% of target of the award based on performance. The grant date value for the fiscal 2024 PSU awards at the highest level of performance for each executive is Mr. Howe $8,916,591, Ms. Dillard $5,866,402, Mr. Sharma $4,665,466, Ms. Bloomston $4,721,047 and Mr. Jones $1,910,665. 2. These amounts represent annual cash incentive awards earned by the Named Executive Officers under the Fiscal 2024 CIP based on Company results as well as Mr. Sharma’s earnings from the LiveRamp Commission Plan and Ms. Dillard’s $250,000 cash award opportunity that was paid to Ms. Dillard upon completion of the transition of her interim Chief Financial Officer responsibilities. For more information regarding how these determinations were made, see the “Annual Cash Incentive Plan — Individual Payments” and “Leadership Promotions and Transitions” sections of the Compensation Discussion and Analysis. 3. The amounts disclosed in the “All Other Compensation” column for fiscal 2024 include the following:

  57. Summary Compensation Table

    | Named Executive Officer | 401(k) Matching Contributions | Perquisitesa | Gross-upsb | Total | | Scott E. Howe | $19,800 | $17,689 | $13,423 | $50,912 | | Lauren R. Dillard | $20,478 | — | $110 | $20,588 | | Vihan Sharma | $3,869 | $955 | — | $4,823 | | Kimberly Bloomston | $20,400 | $11,444 | $8,670 | $40,514 | | Jerry C. Jones | $19,800 | — | — | $19,800 | | Warren C. Jenson | $6,657 | $19,313 | $18,438 | $44,407 |

  58. Summary Compensation Table

    a. The amounts in this column reflect (i) travel expenses for Mr. Howe, Ms. Bloomston and Mr. Jenson to the Company’s President’s Club event of $13,419, $8,817 and $16,956, respectively; (ii) a holiday bonus for Mr. Sharma that was converted to U.S. dollars at an exchange rate of 1.08457, which was the average of the monthly exchange rates for fiscal 2024; and (iii) imputed income from the Company’s wellness programs, cell phone allowance and commuting expenses for Mr. Howe, Ms. Bloomston and Mr. Jenson. The Company also provides certain tangible gifts and gift cards to executives. No other Named Executive Officers received perquisites in excess of $10,000 during fiscal 2024, and therefore no values are reported. b. The amounts in this column reflect tax gross-ups related to travel expenses to the Company’s President’s Club event and other commuting expenses. 4. Mr. Sharma resides in France and is compensated in euros. Solely for purposes of this table, Mr. Sharma’s base salary amount was converted to U.S. dollars at an exchange rate of 1.08457, which was the average of the monthly exchange rates for fiscal 2024. Solely for purposes of this table, Mr. Sharma’s non-equity incentive plan compensation was converted to U.S. dollars at an exchange rate of 1.08015, which was the exchange rate on May 14, 2024, the date the attainment of such award was approved by the Talent and Compensation Committee.

  59. Grants of Plan-Based Awards for Fiscal 2024

    Grants of Plan-Based Awards for Fiscal 2024 The following table shows grants of plan-based awards made to our Named Executive Officers during fiscal 2024. Non-equity incentive plan awards were granted under the 2010 Cash Incentive Plan and LiveRamp Commission Plan and stock awards were granted under the Amended and Restated 2005 Equity Compensation Plan.

  60. Grants of Plan-Based Awards for Fiscal 2024

    | Named Executive Officers | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards1 | | | Estimated Future Payouts Under Equity Incentive Plan Awards2 | | | All Other Stock Awards: Number of Shares of Stock or Units3 | Grant Date Fair Value of Stock and Option Awards4 | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Scott E. Howe | N/A | $189,750 | $759,000 | $1,518,000 | | | | | | | | 5/17/23 | | | | 87,866 | 175,731 | 351,462 | | $5,154,713 | | | 5/17/23 | | | | | | | 117,155 | $2,972,222 | | Lauren R. Dillard | N/A | — | $250,000 | — | | | | | | | | N/A | $80,625 | $322,500 | $645,000 | | | | | | | | 4/14/23 | | | | | | | 34,090 | $790,547 | | | 5/17/23 | | | | 12,552 | 25,104 | 50,208 | | $736,373 | | | 5/17/23 | | | | | | | 25,105 | $636,914 | | | 11/14/23 | | | | 33,829 | 67,658 | 135,316 | | $2,779,381 | | | 11/14/23 | | | | | | | 67,658 | $2,296,313 | | Vihan Sharma | N/A | No Threshold | $425,000 | Uncapped | | | | | | | | 5/17/23 | | | | 26,150 | 52,300 | 104,600 | | $1,534,116 | | | 5/17/23 | | | | | | | 52,301 | $1,326,876 | | | 12/12/23 | | | | 14,775 | 29,550 | 59,100 | | $1,217,490 | | | 12/12/23 | | | | | | | 29,550 | $1,005,882 | | Kimberly Bloomston | N/A | $79,688 | $318,750 | $637,500 | | | | | | | | 5/17/23 | | | | 36,611 | 73,221 | 146,442 | | $2,147,788 | | | 5/17/23 | | | | | | | 73,222 | $1,857,642 | | | 12/12/23 | | | | 7,387 | 14,774 | 29,548 | | $608,699 | | | 12/12/23 | | | | | | | 14,775 | $502,941 | | Jerry C. Jones | N/A | $83,438 | $333,750 | $667,500 | | | | | | | | 5/17/23 | | | | 18,828 | 37,656 | 75,312 | | $1,104,566 | | | 5/17/23 | | | | | | | 37,657 | $955,358 | | Warren C. Jenson | — | — | — | — | — | — | — | — | — |

  61. Grants of Plan-Based Awards for Fiscal 2024

    1. The amounts reported in these columns 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” and “Leadership Promotions and Transitions” sections of the Compensation Discussion and Analysis. 2. The amounts reported in these columns represent potential share payouts with respect to PSU awards granted in fiscal 2024 that are subject to attainment of performance goals with the number of shares earned ranging from 0% to 200% of the target number of shares. 3. The amounts reported in this column represent time-based RSUs granted in fiscal 2024. The reported May 2023 grants vested one-third on May 22, 2024, with the remainder vesting in equal amounts quarterly thereafter until fully vested. The May 2023 awards will fully vest on May 22, 2026. The reported April 2023 grant awarded to Ms. Dillard began vesting on July 14, 2023, with 1/8 of the award becoming vested on that date and 1/8 quarterly thereafter until fully vested. The April 2023 award will fully vest on April 14, 2025. The reported November 2023 grants awarded to Ms. Dillard will vest one-third on November 22, 2024, with the remainder vesting in equal amounts quarterly thereafter until fully vested. The November 2023 awards will fully vest on November 22, 2026. The reported December 2023 grants awarded to Mr. Sharma and Ms. Bloomston will vest one-third on December 22, 2024, with the remainder vesting in equal amounts quarterly thereafter until fully vested. The December 2023 awards will fully vest on December 22, 2026. These amounts reflect the grant date fair value of awards of RSUs 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 2024 on April 14, 2023, May 17, 2023, November 14, 2023 and December 12, 2023, the amounts were determined by reference to quoted market prices for the shares on their grant date, which were $23.19, $25.37, $33.94 and $34.04, respectively. For the portion of the performance awards based on relative TSR granted in fiscal 2024 on May 17, 2023, November 14, 2023 and December 12, 2023 we estimated the grant date fair value to be $38.58, $57.74 and $57.91, respectively, 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 0% to 200% of target of the award based on performance.

  62. Outstanding Equity Awards at 2024 Fiscal Year End

    Outstanding Equity Awards at 2024 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, 2024.

  63. Outstanding Equity Awards at 2024 Fiscal Year End

    | | Option Awards | | | | | Stock Awards | | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) | | Option Exercise Price ($) | Option Expiration Date | Share or Unit Grant Date | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(#) | Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights That Have Not Vested($)1 | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units That Have Not Vested($)1 | | | | Exercisable | Unexercisable | | | | | | | | | Scott E. Howe | 5/20/2014 | 154,596 | — | $21.17 | 5/20/2024 | 5/19/2020 | — | — | 3,0982 | $106,881 | | | 5/20/2015 | 174,847 | — | $17.49 | 5/20/2025 | 5/18/2021 | 52,3863 | $1,807,317 | — | — | | | | | | | | 5/18/2021 | — | — | 16,7912 | $579,290 | | | | | | | | 5/17/2022 | 39,0394 | $1,346,846 | — | — | | | | | | | | 8/9/2022 | 91,0915 | $3,142,640 | — | — | | | | | | | | 8/9/2022 | — | — | 36,1476 | $1,247,072 | | | | | | | | 5/17/2023 | 175,7317 | $6,062,720 | — | — | | | | | | | | 5/17/2023 | — | — | 117,1558 | $4,041,848 | | Lauren R. Dillard | | | | | | 5/19/2020 | — | — | 1,2772 | $44,057 | | | | | | | | 5/18/2021 | 5,1983 | $179,331 | — | — | | | | | | | | 5/18/2021 | — | — | 2,5062 | $86,457 | | | | | | | | 11/9/2021 | — | — | 12,2692 | $423,281 | | | | | | | | 5/17/2022 | 5,0054 | $172,673 | — | — | | | | | | | | 8/9/2022 | 11,6785 | $402,891 | — | — | | | | | | | | 8/9/2022 | — | — | 6,9526 | $239,844 | | | | | | | | 4/14/2023 | — | — | 21,3079 | $735,092 | | | | | | | | 5/17/2023 | 25,1047 | $866,088 | — | — | | | | | | | | 5/17/2023 | — | — | 25,1058 | $866,123 | | | | | | | | 11/14/2023 | 67,6587 | $2,334,201 | — | — | | | | | | | | 11/14/2023 | — | — | 67,6588 | $2,334,201 | | Vihan Sharma | | | | | | 5/19/2020 | — | — | 4,7772 | $164,807 | | | | | | | | 5/18/2021 | — | — | 10,3322 | $356,454 | | | | | | | | 2/15/2022 | — | — | 23,1742 | $799,503 | | | | | | | | 5/17/2022 | 7,5074 | $258,992 | — | — | | | | | | | | 5/17/2022 | — | — | 17,3796 | $599,576 | | | | | | | | 8/9/2022 | 17,5175 | $604,337 | — | — | | | | | | | | 5/17/2023 | 52,3007 | $1,804,350 | — | — | | | | | | | | 5/17/2023 | — | — | 52,3018 | $1,804,385 | | | | | | | | 12/12/2023 | 29,5507 | $1,019,475 | — | — | | | | | | | | 12/12/2023 | — | — | 29,5508 | $1,019,475 | | Kimberly Bloomston | | | | | | 8/11/2020 | — | — | 1,0472 | $36,122 | | | | | | | | 5/18/2021 | — | — | 4,8442 | $167,118 | | | | | | | | 8/10/2021 | — | — | 2,2762 | $78,522 | | | | | | | | 5/17/2022 | 5,0054 | $172,673 | — | — | | | | | | | | 5/17/2022 | — | — | 13,9036 | $479,654 | | | | | | | | 8/9/2022 | 11,6785 | $402,891 | — | — | | | | | | | | 8/9/2022 | — | — | 6,9526 | $239,844 | | | | | | | | 5/17/2023 | 73,2217 | $2,526,125 | — | — | | | | | | | | 5/17/2023 | — | — | 73,2228 | $2,526,159 | | | | | | | | 12/12/2023 | 14,7747 | $509,703 | — | — | | | | | | | | 12/12/2023 | — | — | 14,7758 | $509,738 | | Jerry C. Jones | 5/20/2015 | 5,209 | | $17.49 | 5/20/2025 | 5/19/2020 | — | — | 9372 | $32,327 | | | | | | | | 5/18/2021 | 7,7233 | $266,444 | — | — | | | | | | | | 5/18/2021 | — | — | 3,7132 | $128,099 | | | | | | | | 5/17/2022 | 6,3364 | $218,592 | — | — | | | | | | | | 8/9/2022 | 14,7845 | $510,048 | — | — | | | | | | | | 8/9/2022 | — | — | 8,8006 | $303,600 | | | | | | | | 5/17/2023 | 37,6567 | $1,299,132 | — | — | | | | | | | | 5/17/2023 | — | — | 36,4468 | $1,257,387 | | Warren C. Jenson | | | | | | 8/11/2020 | — | — | 2,1942 | $75,693 | | | | | | | | 5/18/2021 | — | — | 9,0412 | $311,915 | | | | | | | | 8/9/2022 | — | — | 27,8056 | $959,272 |

  64. Outstanding Equity Awards at 2024 Fiscal Year End

    This value was determined by multiplying the number of unvested shares or units by the closing price of our common stock on March 28, 2024 (the last business day of fiscal 2024), which was $34.50. 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 2022 subject to attainment of performance goals with the number of shares earned ranging from 0% 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. For more information on the final attainment under the fiscal 2022 PSUs, see the “Prior Performance Award Attainment Status — Fiscal 2022 PSU Awards” section of the Compensation Discussion and Analysis. 4. 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 0% 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 Talent and Compensation Committee after the end of the three-year performance period. 5. 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 0% 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 Talent and Compensation Committee after the end of the three-year performance period. 6. 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. 7. These amounts represent outstanding and unvested awards of PSUs (at target) granted in fiscal 2024 subject to attainment of performance goals with the number of shares earned ranging from 0% to 200% of target. The awards are scheduled to vest, if at all, based (i) 70% 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, 2023 and ending on March 31, 2026 and (ii) 30% on our relative TSR compared to the Russell 2000 Index as measured over a three-year performance period, commencing on April 1, 2023 and ending on March 31, 2026. Specifically, the number of shares of our common stock for which the TSR portion of the 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 number of shares of our common stock for which the “Rule of 40” portion of the PSU awards may be earned and settled can range from 0% to 200% of the target number of shares. 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 actual number of shares earned will be determined by the Talent and 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 22nd day of the month of 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 22nd day of the month of the third anniversary of their grant date. Represents awards of RSUs that initially vested one-eighth on July 14, 2023, with the remainder vesting in equal amounts quarterly until fully vested. Such awards will fully vest on the second anniversary of their grant date.

  65. Option Exercises and Stock Vested During Fiscal 2024

    Option Exercises and Stock Vested During Fiscal 2024 The following table shows the value realized by our Named Executive Officers on option exercises and stock awards vesting during fiscal 2024.

  66. Option Exercises and Stock Vested During Fiscal 2024

    | | 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 | 136,196 | $394,968 | 92,525 | $2,682,125 | | Lauren R. Dillard | — | — | 24,030 | $791,359 | | Vihan Sharma | — | — | 48,931 | $1,467,981 | | Kimberly Bloomston | — | — | 12,083 | $424,233 | | Jerry C. Jones | — | — | 20,886 | $613,811 | | Warren C. Jenson | — | — | 58,396 | $1,707,888 |

  67. Option Exercises and Stock Vested During Fiscal 2024

    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. 2. 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.

  68. Nonqualified Deferred Compensation During Fiscal 2024

    Nonqualified Deferred Compensation During Fiscal 2024 The Company maintains the LiveRamp Holdings Non-Qualified Deferral Plan, or SERP, that includes participation by our NEOs.

  69. Nonqualified Deferred Compensation During Fiscal 2024

    | Name | Executive Contributions in Fiscal 2024 | Registrant Contributions in Fiscal 20241 | Aggregate Earnings in Fiscal 20242 | Aggregate Withdrawals/ Distributions | Aggregate Balance at 3/31/20243 | | Scott E. Howe | — | — | — | — | — | | Lauren R. Dillard | — | — | — | — | — | | Vihan Sharma | — | — | — | — | — | | Kimberly Bloomston | — | — | — | — | — | | Jerry C. Jones | — | — | $124,814 | $18,327 | $660,315 | | Warren C. Jenson | — | — | $4,428 | $100,352 | $0 |

  70. Nonqualified Deferred Compensation During Fiscal 2024

    1. The plan does not provide for registrant contributions for fiscal 2024. 2. Except for with respect to Mr. Jones, none of the earnings are above-market earnings and are therefore not reflected in the Summary Compensation Table. 3. 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.

  71. 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, 2024. 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 Howe Agreement or the Severance Policy, as applicable.

  72. 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. Howe Agreement. Mr. Howe entered into a new employment agreement with the Company effective February 14, 2018 (the “Howe Agreement”). Under the terms of the Howe Agreement, Mr. Howe is entitled to termination payments if he is terminated by us without cause or if he 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, or breach of the agreement by the Company that remains following a cure period. Additionally, the Howe Agreement provides for certain payments in the case of non-renewal, change in control with termination of employment and death and disability. 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, 2024, Ms. Dillard, Mr. Sharma, Ms. Bloomston and Mr. Jones were covered by the terms of the Severance Policy. Change in Control. The Howe Agreement, 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 Howe Agreement 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 Howe Agreement or the Severance Policy, except in the event that (x) we materially reduce an executive’s, including an NEO’s, total compensation or (y) an executive, including an 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 Talent and 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: (i) the applicable performance period for such PSU awards will be truncated, (ii) 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 (iii) 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 Howe Agreement. Under the terms of the Howe Agreement, Mr. Howe is eligible to receive change in control payments if he is terminated from employment by the Company without cause within 24 months following a change in control, or if he resigns 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 his current base salary, (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, (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 he is 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 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 he 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 (or, if the participant serves as the Company’s chief financial officer, 200%), (ii) 150% of the average annual bonus for the two years preceding the fiscal year in which the termination occurs (or, if the participant serves as the Company’s chief financial officer, 200%), (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 awards except for PSUs. Benefits under clauses (i) and (ii) 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, 2024 for all NEOs. Mr. Jenson’s employment terminated on April 14, 2023. 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 — Leadership Team Promotions and Transitions — Chief Financial Officer Transition” and, to the extent paid in fiscal 2024, 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 | — | $2,933,414 | $2,933,414 | — | $2,933,414 | — | $4,400,121 | — | | | Cash Incentive Plan | — | $1,214,400 | $1,214,400 | — | $1,214,400 | — | $1,214,400 | $1,214,400 | | | Restricted Stock Units1 | — | — | — | — | — | — | $5,975,090 | $5,975,090 | | | Performance Stock Units2 | — | $4,339,381 | $4,339,381 | — | $4,339,381 | — | $12,359,522 | $4,339,381 | | | Total | — | $8,487,195 | $8,487,195 | — | $8,487,195 | — | $23,949,132 | $11,528,871 | | Lauren R. Dillard | Severance | — | $689,947 | — | — | — | — | $1,379,894 | — | | | Cash Incentive Plan | — | $795,000 | — | — | — | — | $795,000 | — | | | Restricted Stock Units1 | — | — | — | — | — | — | $4,729,053 | $4,729,053 | | | Performance Stock Units2 | — | $506,858 | — | — | — | — | $3,955,184 | $506,858 | | | Total | — | $1,991,805 | — | — | — | — | $10,859,131 | $5,235,911 | | Vihan Sharma | Severance | — | $766,633 | — | — | — | — | $1,149,950 | — | | | Cash Incentive Plan | — | $1,513,496 | — | — | — | — | $1,513,496 | — | | | Restricted Stock Units1 | — | — | — | — | — | — | $4,744,199 | $4,744,199 | | | Performance Stock Units2 | — | $506,224 | — | — | — | — | $3,687,153 | $506,224 | | | Total | — | $2,786,353 | — | — | — | — | $11,094,797 | $5,250,422 | | Kimberly Bloomston | Severance | — | $668,819 | — | — | — | — | $1,003,229 | — | | | Cash Incentive Plan | — | $535,000 | — | — | — | — | $535,000 | — | | | Restricted Stock Units1 | — | — | — | — | — | — | $4,037,156 | $4,037,156 | | | Performance Stock Units2 | — | $337,490 | — | — | — | — | $3,611,391 | $337,490 | | | Total | — | $1,541,309 | — | — | — | — | $9,186,775 | $4,374,645 | | Jerry C. Jones | Severance | — | $736,466 | — | — | — | — | $1,104,698 | — | | | Cash Incentive Plan | — | $550,000 | — | — | — | — | $550,000 | — | | | Restricted Stock Units1 | — | — | — | — | — | — | $1,721,412 | $1,721,412 | | | Performance Stock Units2 | — | $678,889 | — | — | — | — | $2,294,216 | $678,889 | | | Total | — | $1,965,355 | — | — | — | — | $5,670,326 | $2,400,301 | | Warren C. Jenson | Severance | — | — | — | — | — | — | — | — | | | Cash Incentive Plan | — | — | — | — | — | — | — | — | | | Restricted Stock Units1 | — | — | — | — | — | — | — | — | | | Performance Stock Units2 | — | — | — | — | — | — | — | — | | | Total | — | — | — | — | — | — | — | — |

  75. Potential Payments Upon Change in Control

    1. For these calculations, the RSU values were determined by multiplying the number of unvested RSUs by the closing price of our common stock on March 28, 2024, the last trading day of our fiscal year ($34.50). 2. For these calculations, the PSU values were determined by multiplying the closing price of our common stock on March 28, 2024, the last trading day of our fiscal year ($34.50), by the target number of PSUs eligible for acceleration that the respective executive officer held as of March 31, 2024. Note, however, that these amounts 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 2024: • the median of the annual total compensation of all employees of our company (other than our CEO) was $168,891; • the annual total compensation of our CEO was $10,082,248; and • the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all our employees was 60 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, 2024, whether employed on a full-time, part-time, seasonal or temporary basis (which consisted of 1,408 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 2024 for hourly employees and using annual salary levels for our remaining employees for the 12-month period from April 1, 2023 through March 31, 2024. 3. For this analysis, we annualized base pay for any employees who commenced work during fiscal 2024 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 $10,082,248. 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 2024, 2023, 2022 and 2021. The Talent and 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 and 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 Returns3 (g) | Net Income (Loss) (millions)4 (h) | Revenue (millions)5 (i) | | 2024 | $10,082,248 | $16,513,762 | $4,973,630 | $6,404,645 | $104.80 | $113.96 | $12 | $659.7 | | 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 2024, Lauren R. Dillard, Vihan Sharma, Kimberly Bloomston, Jerry C. Jones and Warren C. Jenson (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 | | | | | | 2024 | $10,082,248 | $8,126,936 | $14,558,450 | $16,513,762 | | Average of Non-CEO NEOs | | | | | | 2024 | $4,973,630 | $3,900,177 | $5,331,192 | $6,404,645 |

  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 of Outstanding and Unvested Stock Awards Granted in Prior Years | Plus Fair Value of Awards Granted and Vested in the Year | 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 | | | | | | | | 2024 | $11,246,461 | $2,658,938 | — | $653,052 | — | $14,558,450 | | Average of Non-CEO NEOs | | | | | | | | 2024 | $4,680,900 | $613,640 | $81,445 | $256,259 | $301,053 | $5,331,192 |

  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, 2024, 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 four 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) our annual cash incentive plan, which, for fiscal 2024, 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 50%) and (ii) our long-term equity incentive compensation program in our fiscal 2024 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 four 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, Talent and 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, Talent and 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 2024 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 | 180,000 | 240,000 | | Timothy R. Cadogan | 100,000 | 160,000 | 260,000 | | Vivian Chow | 90,000 | 160,000 | 250,000 | | Clark M. Kokich | 110,000 | 200,000 | 310,000 | | Brian O’Kelley | 0 | 230,000 | 230,000 | | Omar Tawakol | 70,000 | 160,000 | 230,000 | | Debora B. Tomlin | 80,000 | 160,000 | 240,000 |