UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.        )

Filed by the Registrant   ☒

Filed by a Party other than the Registrant    ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

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LiveRamp Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

   

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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​	www.virtualshareholdermeeting.com/RAMP2022	​
​	Tuesday, August 9, 2022 – 11:30 a.m. PDT	​

225 Bush Street, 17th Floor
San Francisco, CA 94104
888-987-6764
www.LiveRamp.com

Please join us for the 2022 Annual Meeting of Shareholders of LiveRamp Holdings, Inc. (the “Company”). The meeting will be held on August 9, 2022, at 11:30 a.m. via the internet at www.virtualshareholdermeeting.com/RAMP2022.

The meeting will be held for the following purposes:

1.

To elect as directors the two nominees named in the attached Proxy Statement for a three-year term expiring in 2025;

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2.

To approve an increase in the number of shares available for issuance under the Company’s Amended and Restated 2005 Equity Compensation Plan (the “2005 Plan”);

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3.

To approve an increase in the number of shares available for issuance under the LiveRamp Holdings, Inc. Employee Stock Purchase Plan (the “ESPP”);

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4.

To approve, on an advisory (non-binding) basis, the compensation of our named executive officers;

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5.

To ratify the selection of KPMG LLP as the Company’s independent registered public accountant for fiscal year 2023; and

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6.

To transact any other business that may properly come before the 2022 Annual Meeting or any postponement or adjournment thereof.

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Only holders of the Company’s common stock of record at the close of business on June 13, 2022 are entitled to notice of and to vote during the 2022 Annual Meeting or any postponement or adjournment thereof. Details regarding the business to be conducted during the 2022 Annual Meeting are more fully described in the accompanying Proxy Statement.

As in previous years, we will again take advantage of the rules of the Securities and Exchange Commission that allow us to furnish our proxy materials electronically over the Internet. As a result, we are sending a notice of Internet availability of the proxy materials, rather than a full paper set of the proxy materials, to many of our shareholders. The notice of availability contains instructions on how to access our proxy materials on the Internet, as well as instructions on how shareholders may obtain a paper copy of the proxy materials. This distribution process will contribute to our sustainability efforts and will reduce the costs of printing and distributing our proxy materials.

By Order of the Board of Directors

Catherine L. Hughes
Corporate Governance Officer & Secretary
June 24, 2022

WHETHER OR NOT YOU PLAN TO ATTEND THE 2022 ANNUAL MEETING, PLEASE VOTE AS SOON AS POSSIBLE TO RECORD YOUR VOTE PROMPTLY. PRIOR TO THE 2022 ANNUAL MEETING YOU MAY VOTE ON THE INTERNET, BY TELEPHONE OR BY MAIL.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting To Be Held on August 9, 2022:​

The Company’s Proxy Statement and Annual Report on Form 10-K for fiscal year 2022 are available electronically at https://investors.liveramp.com/financial-information and www.proxyvote.com.

LiveRamp Holdings, Inc. Notice of 2022 Annual Meeting and Proxy Statement   

Table of Contents

225 Bush Street, 17th Floor
San Francisco, CA 94104
888-987-6764
www.LiveRamp.com

This proxy statement (the “Proxy Statement”) is being furnished in connection with the solicitation of proxies by the Board of Directors of LiveRamp Holdings, Inc., a Delaware corporation (the “Company” or “LiveRamp”), to be used at its 2022 Annual Meeting of Shareholders (the “2022 Annual Meeting”) to be held on August 9, 2022, at 11:30 a.m. PDT via the Internet at www.virtualshareholdermeeting.com/RAMP2022, and at any postponement or adjournment thereof. The Proxy Statement is being furnished to shareholders beginning on June 24, 2022. As a shareholder, you are invited to attend the 2022 Annual Meeting virtually via the Internet. You are entitled and requested to vote on the proposals described in the Proxy Statement. Please read the Proxy Statement carefully, then vote your shares promptly by telephone, by Internet, or by signing, dating and returning a voting instruction form or proxy card.

Shares represented by properly executed proxies will be voted during the meeting. If a choice is specified by a shareholder, the proxy will be voted in accordance with that choice. If no choice is specified by a shareholder but the proxy is otherwise properly executed, the proxy will be voted in accordance with the recommendations of LiveRamp’s Board of Directors.

Q:

Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

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A:

Under rules adopted by the Securities and Exchange Commission (the “SEC”), the Company has elected to provide access to its proxy materials over the Internet. Accordingly, on or about June 24, 2022, the Company sent a notice of Internet availability of proxy materials to the Company’s shareholders of record and beneficial owners, except for shareholders who have requested otherwise. All shareholders will have the ability to access the proxy materials on the website referred to in the notice. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the notice. In addition, shareholders may request to receive proxy materials electronically by email on an ongoing basis. The Company encourages you to take advantage of the electronic availability of the proxy materials in order to help reduce costs and to reduce the impact on the environment.

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Q:

Who can vote at the 2022 Annual Meeting?

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A:

Holders of record of LiveRamp common stock at the close of business on June 13, 2022 (the record date for the 2022 Annual Meeting) are entitled to vote their shares of common stock owned as of that date at the 2022 Annual Meeting or any postponement or adjournment thereof. On the record date for the 2022 Annual Meeting, there were 68,969,242 shares of the Company’s common stock outstanding and entitled to vote. A list of our shareholders will be available for review at our office at 301 Main Street, 2nd Floor, Little Rock, AR 72201 for at least 10 days prior to the 2022 Annual Meeting.

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Q:

How many shares may I vote?

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A:

You may vote all of the shares of LiveRamp common stock you held as of the record date, June 13, 2022, including shares held directly in your name as the shareholder of record, shares held for you as the beneficial owner in

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LiveRamp Holdings, Inc. Notice of 2022 Annual Meeting and Proxy Statement   1

street name through a stockbroker or bank, and shares purchased through LiveRamp’s 401(k) Retirement Savings Plan and/or employee stock purchase plan.

Q:

How can I attend the 2022 Annual Meeting?

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A:

You may attend the 2022 Annual Meeting virtually via the Internet. The meeting will be held on August 9, 2022, at 11:30 a.m. PDT. To attend virtually, log on to www.virtualshareholdermeeting.com/RAMP2022. While all LiveRamp shareholders will be permitted to listen online to the 2022 Annual Meeting, only shareholders of record and beneficial owners as of the close of business on the record date, June 13, 2022, may vote and ask questions during the meeting. In order to vote or submit a question during the meeting, you will need to follow the instructions posted at www.proxyvote.com and www.virtualshareholdermeeting.com/RAMP2022 and will need the control number included on your notice of Internet availability of the proxy materials, voting instruction form or proxy card. Broadridge Financial Solutions, Inc. is hosting the webcast of the 2022 Annual Meeting. Broadridge will have technicians ready to assist you with any technical difficulties you may have accessing the meeting. If you encounter any difficulties accessing the virtual meeting during check-in or the meeting, please call Broadridge’s technical support number that will be posted on the virtual meeting platform log-in page.

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Q:

What is the difference between a shareholder of record and a beneficial owner of shares held in street name?

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A:

Beneficial owners. Most LiveRamp shareholders hold their shares through a broker, bank or other nominee (that is, in “street name”) rather than directly in their own name. If you hold your shares in street name, you are a “beneficial owner,” and a notice of Internet availability of proxy materials, or a full set of the proxy materials together with a voting instruction form, have been forwarded to you by your broker, bank or other nominee.

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Shareholders of record. If your shares are registered directly in your name with our transfer agent, Computershare Investor Services, you are considered the “shareholder of record” with respect to those shares, and a notice of Internet availability of proxy materials, or a full set of the proxy materials together with a proxy card, has been sent directly to you by LiveRamp.

Q:

How can I vote my shares?

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A:

There are four ways to vote:

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By Internet. You can submit a proxy over the Internet to vote your shares by following the instructions provided either in the notice of Internet availability of proxy materials or on the proxy card or voting instruction form accompanying the proxy materials you received.

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By telephone. You can submit a proxy over the telephone following the instructions provided on the proxy card or voting instruction form accompanying the proxy materials you received. If you received a notice of Internet availability of proxy materials only, you can submit a proxy over the telephone to vote your shares by following the instructions at the Internet website address referred to in the notice.

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By mail. If you received paper proxy materials in the mail, you can submit a proxy by mail to vote your shares by completing, signing and returning the proxy card or voting instruction form accompanying the proxy materials you received. If you received a notice of Internet availability of proxy materials, to receive a proxy card or voting instruction form, you must request a paper copy of our proxy materials by following the instructions in your notice.

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During the meeting. If you are a shareholder of record or a beneficial owner as of the June 13, 2022 record date, you may vote virtually via the Internet during the 2022 Annual Meeting. If you desire to vote virtually via the Internet at the meeting, please follow the instructions for attending and voting during the 2022 Annual Meeting posted at www.virtualshareholdermeeting.com/RAMP2022. Beneficial owners must obtain a legal proxy from their broker, bank or other nominee to vote during the meeting. Follow the instructions from your broker, bank or other nominee included with your proxy materials, or contact your broker, bank or other nominee to request a legal proxy. All votes must be received by the independent inspector of election before the polls close during the meeting.

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Please note that telephone and Internet voting will close at 11:59 p.m. (Eastern Time) on August 8, 2022.

Q:

How do I vote if I hold my shares as a participant in LiveRamp’s 401(k) Retirement Savings Plan?

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A:

If you hold shares as a participant in LiveRamp’s 401(k) Retirement Savings Plan, you can vote your shares by Internet, telephone or mail by following the instructions provided in the voting instruction form accompanying the

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proxy materials you received. Your completed voting instructions, whether submitted by Internet, by telephone or by mail, must be received by 8:59 p.m. PDT on August 4, 2022, in order to allow sufficient time for your vote to be tabulated by the plan’s trustee. You also may revoke or change your voting instruction at any time prior to the cut-off time. Due to the tabulation requirements of the plan administrator, participants in LiveRamp’s 401(k) Retirement Savings Plan may not vote their shares during the meeting.

Q:

Can I change my vote?

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A:

Any shareholder executing a proxy retains the right to revoke it at any time prior to the final vote at the 2022 Annual Meeting, except that participants in LiveRamp’s 401(k) Retirement Savings Plan may not revoke or change their voting instructions after 8:59 p.m. PDT on August 4, 2022. You may revoke your proxy and vote again by (i) delivering a notice of revocation or delivering a later-dated proxy to LiveRamp’s Corporate Secretary at LiveRamp Holdings, Inc., 301 Main Street, 2nd Floor, Little Rock, AR 72201; (ii) submitting another vote over the Internet or by telephone; or (iii) by attending and voting virtually via the Internet during the 2022 Annual Meeting. However, your attendance during the 2022 Annual Meeting will not automatically revoke your proxy unless you specifically so request. A shareholder’s last vote is the vote that will be counted.

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Q:

Who will count the votes?

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A:

A representative of Broadridge Financial Solutions, Inc. will count the votes and will serve as the inspector of election.

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Q:

What does it mean if I receive more than one proxy card or voting instruction form?

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A:

If your shares are registered differently, or if they are held in more than one account, you will receive more than one proxy card or voting instruction form. Please follow the instructions on each proxy card or voting instruction form to ensure that all of your shares are voted. Please sign each proxy card exactly as your name appears on the card. For joint accounts, each owner should sign the proxy card. When signing as executor, administrator, attorney, trustee, guardian, etc., please print your full title on the proxy card.

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Q:

What is the quorum requirement for the 2022 Annual Meeting?

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A:

The presence virtually via the Internet or by proxy of the holders of a majority of the shares of common stock issued and outstanding as of the record date is required to establish a quorum at the 2022 Annual Meeting. If a quorum is established, each holder of common stock shall be entitled to one vote on each of the matters presented at the 2022 Annual Meeting for each share of common stock outstanding in his or her name on the record date.

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Q:

What items of business will be presented at the 2022 Annual Meeting?

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A:

The following matters will be presented for shareholder consideration and voting at the 2022 Annual Meeting:

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1.

The election of two director nominees named in this Proxy Statement for a three-year term expiring in 2025;

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2.

A proposal to increase the number of shares available for issuance under the 2005 Plan;

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3.

A proposal to increase the number of shares available for issuance under the ESPP;

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4.

An advisory vote on the compensation of our named executive officers; and

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5.

The ratification of the selection of KPMG LLP as the Company’s independent registered public accountant for fiscal year 2023.

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LiveRamp Holdings, Inc. Notice of 2022 Annual Meeting and Proxy Statement   3

Q:

What vote is required to pass each item of business?

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A:

The shareholder vote required to approve each proposal is set forth below:

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A majority of votes cast means that the number of votes cast “for” a director nominee’s election or a proposal must exceed the number of votes cast “against” it.

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Director Resignation Policy. In an uncontested election, a nominee who does not receive a majority of the votes cast will not be elected, and the Board of Directors has established procedures under which any incumbent director who fails to receive a majority of the votes cast in his or her election will tender his or her resignation to the Board. The Board will act upon a tendered resignation within 90 days of the date on which the election results were certified and will promptly make public disclosure of the results of its actions.

Q:

How are proxies voted?

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A:

All shares represented by valid proxies will be voted, and where a shareholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the shareholder’s instructions.

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Q:

What happens if I do not give specific voting instructions?

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A:

Shareholders of record. If you are a shareholder of record and you sign and return a proxy card without giving specific voting instructions, or you indicate when voting on the Internet or by telephone that you wish to vote as recommended by the Board, then the proxy holders will vote your shares in the manner recommended by the Board on all matters presented in this Proxy Statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the 2022 Annual Meeting. Beneficial owners. If you are a beneficial owner of shares held in street name and do not vote at the 2022 Annual Meeting or provide the broker, bank or other nominee that holds your shares with specific voting instructions, under the rules of various national and regional securities exchanges, the broker, bank or other nominee that holds your shares may generally vote on routine matters but cannot vote on non-routine matters. If the broker, bank or other nominee that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the broker, bank or other nominee that holds your shares will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non-vote.”

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Q:

Which items of business are considered “routine” and “non-routine”?

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A:

The election of directors (Proposal No. 1), approval of an increase in the number of shares available for issuance under the 2005 Plan (Proposal No. 2), approval of an increase in the number of shares available for issuance under the ESPP (Proposal No. 3), and the advisory vote regarding the Company’s executive compensation (Proposal No. 4) are considered non-routine matters under applicable rules and, therefore, a broker or other nominee may not vote on these matters without instructions from the beneficial owner. Consequently, there may be broker non-votes with respect to these proposals. On the other hand, the ratification of KPMG LLP (Proposal No. 5) is considered a routine matter, and a broker or other nominee may vote without instructions and broker non-votes are not expected to occur with respect to this proposal.

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Q:

How are broker non-votes and abstentions treated?

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A:

Broker non-votes and abstentions (which occur when a shareholder chooses to abstain from voting on a proposal) are counted for purposes of determining whether a quorum is present. The effect of broker non-votes and abstentions on each of the proposals presented in this Proxy Statement is as follows:

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Q:

Who can help answer my questions?

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A:

If you have any questions about the 2022 Annual Meeting or how to vote your shares, please contact Alliance Advisors, LLC, which has been retained to assist us in the distribution and solicitation of proxies, by telephone at 1-866-407-2060.

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LiveRamp Holdings, Inc. Notice of 2022 Annual Meeting and Proxy Statement   5

The number of members of the LiveRamp Board of Directors (the “Board”) is currently set at nine and may be fixed from time to time by the Board in the manner provided in the Company’s bylaws. Our certificate of incorporation and bylaws provide for three classes of directors serving staggered three-year terms, with each class to be as nearly equal in number as possible. The terms of three current directors, Richard P. Fox, Clark M. Kokich and Kamakshi Sivaramakrishnan, expire at the 2022 Annual Meeting.

On February 15, 2022, Mr. Fox informed the Board of his intention not to stand for re-election at the 2022 Annual Meeting. He will continue to serve for the remainder of his current term which ends on the date of the 2022 Annual Meeting. We acknowledge with gratitude Mr. Fox’s ten years of service on the Board and his many contributions to the Company and its management team. The Board expects to vote to reduce its size from nine to eight members effective as of Mr. Fox’s departure on the date of the 2022 Annual Meeting.

Upon the recommendation of the Governance/Nominating Committee of the Board (the “GNC”), the Board has nominated Mr. Kokich and Ms. Sivaramakrishnan to stand for election as directors at the 2022 Annual Meeting. Mr. Kokich was most recently elected to the Board at the 2019 Annual Meeting of Shareholders. Based on a recommendation from the GNC, the Board appointed Ms. Sivaramakrishnan to the Board on November 6, 2020, to serve a term that will expire at the 2022 Annual Meeting of Shareholders (so as to maintain an equal number of directors in each class of directors serving on the Board at the time). Prior to her appointment, Ms. Sivaramakrishnan was recommended to the GNC as a potential Board candidate by the CEO.

Unless otherwise directed, the individuals named acting as proxies will vote that proxy for the election of the nominees, with each to hold office for a term of three years until the 2025 Annual Meeting of Shareholders or until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death. The Board expects that each of the nominees will be available for election but, in the event that either of them is not available, proxies received will be voted for substitute nominees to be designated by the Board or, in the event no such designation is made, proxies will be voted for a lesser number of nominees.

In considering potential nominees for service on the LiveRamp Board, the GNC strives to identify individuals who are the best possible candidates to serve. Candidates are selected on the basis of their breadth of experience, wisdom, integrity, ability to make independent analytical inquiries, understanding of our business and our business environment, and willingness to devote adequate time to Board duties. Board members are expected to have the highest personal and professional ethics, integrity and values, and to be committed to representing the long-term interests of the Company and its shareholders. They are also expected to have an inquisitive and objective perspective, practical wisdom, mature judgment, and a commitment to serve on the Board for an extended period of time in order to develop an in-depth knowledge of LiveRamp, its strategy, and its principal operations.

The GNC and Board seek candidates who demonstrate a willingness to evaluate management’s performance objectively and who have no activities or interests that could conflict with their responsibilities to LiveRamp. The GNC annually assesses the appropriate balance of skills and characteristics that are desired for the Board, and together with the full Board, strives to create a diversified membership. With respect to vacancies on the Board, the GNC believes that it is of paramount importance to seek qualified candidates who will provide more gender and ethnic diversity to the Board. One-third of our current Board members are women, two of whom chair our Audit/Finance Committee and Governance/Nominating Committee, respectively. In addition, one-third of our current directors are of underrepresented ethnicities.

In connection with each nominee recommendation, the GNC considers the issue of continuing director tenure and attempts to ensure that the Board maintains an openness to new ideas and a willingness to critically examine the status quo. The Board does not believe that there should be term or age limits for directors. While such limits could help ensure that there are fresh ideas and viewpoints available to the Board, term and age limits nevertheless have the disadvantage of forcing the loss of the considerable contributions of those directors who have developed, over a period of time, a deep understanding of the Company and its operations and who are thus able to make increasingly valuable contributions to the Board. In addition, due to their familiarity with the Company, longer-term directors may not need to devote as much time to effectively executing their responsibilities as shorter-tenured Board members who may need to spend more time becoming familiar with the business of the Company and the industry within which it operates. In lieu of term or age limits, the GNC, as part of its annual board evaluation process, assesses each sitting director’s potential continuing contributions to the Board based upon the results of annual individual peer-to-peer reviews.

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Nominees and Continuing Directors

Set forth below is biographical information for each nominee standing for election at the 2022 Annual Meeting, as well as for each director who will continue to serve as a director of the Company after the 2022 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.

Nominees for Director with Terms Expiring in 2025

LiveRamp Holdings, Inc. Notice of 2022 Annual Meeting and Proxy Statement   7

Directors Whose Terms Expire in 2023

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Directors Whose Terms Expire in 2024

LiveRamp Holdings, Inc. Notice of 2022 Annual Meeting and Proxy Statement   9

Board of Directors’ Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE ELECTION OF MR. KOKICH AND MS. SIVARAMAKRISHNAN AT THE 2022 ANNUAL MEETING.

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

Director Independence

Our corporate governance principles require that a majority of the Board be “independent” as defined by the rules of the New York Stock Exchange (the “NYSE”). To be considered independent under our corporate governance principles and the NYSE rules, the Board must affirmatively determine that a director does not, except as a director or shareholder, have a direct or indirect material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company). In making that determination, the Board must consider all relevant facts and circumstances, including information provided by the directors and the Company with regard to each director’s business and personal activities as they may relate to the Company and the Company’s management. To assist the Board in determining whether a particular relationship a director has with the Company is a material relationship that would impair the director’s independence, the Board has established the following categorical standards and determined that the following relationships are deemed to be immaterial and would not in and of themselves impair a director’s independence:

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a director, or his or her family member, is a partner, shareholder, officer, employee or director of a company that makes payments to, or receives payments from, the Company or any of its subsidiaries for property or services (other than accounting, consulting, legal, investment banking or financial advisory services) in the ordinary course of business and on substantially the same terms and conditions, including price, as would be available either to similarly situated customers or current employees in an amount which, in any of the last three fiscal years, does not exceed the greater of  $1 million or 2% of such other company’s consolidated gross revenue;

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a director, or his or her family member, serves as an executive officer, director or trustee of a charitable organization and the charitable contributions made or pledged by the Company, its subsidiaries and any foundation sponsored by or associated with the Company or its subsidiaries to such charitable organization in any of the last three fiscal years do not exceed, in the aggregate, the greater of  $1 million or 2% of the charitable organization’s consolidated gross revenues; and

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a director’s relationship arising from (i) only such director’s position as a director of another corporation or organization; (ii) only such director’s direct or indirect ownership of a 5% or less equity interest in another corporation or organization (other than a partnership); (iii) both such position and such ownership; or (iv) such director’s position only as a limited partner in a partnership in which he or she has an interest of 5% or less.

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The Board has determined that all of the Company’s current non-employee directors qualify as independent directors under applicable NYSE listing standards and SEC rules. In making these determinations, the Board reviewed the directors’ relationships, if any, with LiveRamp and affirmatively determined that there are no relationships or other factors which would impair any director’s ability to exercise independent judgment in carrying out his or her responsibilities as a director. In determining the independence of each non-employee director, the Board considered and deemed immaterial to such individual’s independence any transactions that met the categorical standards set forth above. Additionally, the Board considered that, during the last completed fiscal year, the Company purchased data and services from Sovrn Holdings, LLC, of which director John L. Battelle serves as board chair and is a minority shareholder. The Board determined that such transaction did not impair Mr. Battelle’s independence. There are no family relationships among any of our directors or executive officers.

LiveRamp Holdings, Inc. Notice of 2022 Annual Meeting and Proxy Statement   11

Board Leadership Structure

Our corporate governance principles give the Board the discretion to either separate or combine the positions of chief executive officer and chairman. Since 2007, these positions have been separated. The Board believes that separating the positions improves the ability of the Board to exercise its oversight role over management by having a director who is not an officer or member of management serve in the role of chairman. Appointing an independent chairman also simplifies our corporate governance structure by allowing the chairman to convene executive sessions with the independent directors and dispensing with the need for another director to discharge the role of lead independent director. Separation of the two roles also enhances our corporate governance profile. Mr. Kokich is currently serving as the non-executive chairman of the Board. His previous executive and board experience provides him with key skills in working with the other directors, understanding board processes and functions, responding to the financial, strategic and operational challenges and opportunities of our business, and overseeing management.

Board and Shareholder Meetings

Quarterly meetings of the Board are held to review the Company’s strategy, financial performance, enterprise risks and significant developments, and to act on matters requiring Board approval. If issues arise that require the full Board’s attention between regularly scheduled meetings, special meetings are called or action is taken by written consent. Time is allotted at the end of each Board and committee meeting for the independent directors to meet in executive session outside the presence of management. Directors are expected to spend the time needed and to meet as frequently as necessary to properly discharge their responsibilities and to attend and fully participate in Board meetings and meetings of committees on which they serve. For all non-telephonic meetings, directors are expected to attend in person in the absence of extraordinary circumstances. Likewise, directors are expected to attend the annual meetings of shareholders, either virtually or in person. In the event of a director’s repeated lack of attendance or failure to fully participate in meetings of the Board and/or the committees upon which he or she serves, the Chairman of the Board and/or the chair of the GNC will discuss the matter with the director in question. Following such discussion, the GNC will review the continued appropriateness of Board membership under the circumstances, and the affected director is expected to act in accordance with the recommendation of the GNC. During the last fiscal year, the Board met five times and took action by unanimous written consent six times. All of the directors attended 75% or more of the meetings of the Board and of the committees on which they served during the past fiscal year. At the 2022 Annual Meeting of Shareholders, eight directors (Battelle, Cadogan, Chow, Fox, Howe, Kokich, Tawakol and Tomlin) were in attendance.

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Committees of the Board of Directors

The Board currently has four standing committees: Audit/Finance, Compensation, Executive, and Governance/​Nominating. A description of each committee is set forth below. Current members of each standing committee and the number of meetings held (or actions taken by unanimous written consent in lieu of a meeting) by each committee during fiscal 2022 are as follows:

 Member    Chairperson

Audit/Finance Committee.   The members of the Audit/Finance Committee currently are Ms. Chow (Chair), Mr. Fox and Ms. Tomlin, each of whom is deemed independent under NYSE listing standards and SEC rules. The Board has determined that each member of the Audit/Finance Committee meets the NYSE financial literacy requirements and that Ms. Chow and Mr. Fox each qualify as “audit committee financial experts” as defined by SEC rules. None of the members of our Audit/Finance Committee currently serve on more than three public company audit committees.

The Audit/Finance Committee assists the Board in overseeing LiveRamp’s financial statements and financial reporting process; systems of internal accounting and financial controls; independent auditors’ engagement, performance, independence, and qualifications; internal audit function; disclosure controls and procedures; and legal, regulatory compliance, and ethics programs as established by management and the Board. In addition, the committee monitors all major financial matters pertaining to the Company, assists the Board in long-range financial planning, and makes recommendations regarding the Company’s capital and debt structure. It oversees the management of certain of LiveRamp’s risks, including the Company’s exposures in the areas of finance and accounting, legal, regulatory and ethical compliance, internal controls, IT security, cybersecurity, insurance coverages, business continuity plans, and the implications, if any, on the civil rights of protected classes of individuals and the potential impact of such issues on the Company’s business, operations and reputation. It recommends and prioritizes capital and financial commitments, monitors related performance measurements, and reviews annual operating and capital budgets. The committee also reviews the Company’s large capital and unbudgeted expenditures, proposed acquisitions and divestitures, and hedging, dividend and tax policies. In addition, the committee is charged with reviewing and approving any transaction required to be disclosed as a related-party transaction under SEC rules and regulations. The committee’s

LiveRamp Holdings, Inc. Notice of 2022 Annual Meeting and Proxy Statement   13

charter specifies that no related-party transaction will be approved unless it is deemed by the committee to be commercially reasonable and in the best interests of, or not inconsistent with the best interests of, the Company.

Compensation Committee. The members of the Compensation Committee currently are Mr. Cadogan (Chair), Mr. Fox, Mr. Tawakol and Ms. Tomlin, each of whom is deemed independent under NYSE listing standards.

The Compensation Committee assists the Board in fulfilling its oversight responsibility related to compensation programs, plans and awards for LiveRamp’s executive officers, and it administers the Company’s equity-based compensation plans. The committee reviews and makes recommendations to the independent members of our Board regarding the annual goals and objectives for the CEO and makes a recommendation to the independent members of our Board regarding the CEO’s compensation. The committee annually sets the compensation of the Company’s executive officers, and it reviews all of the Company’s compensation plans periodically. The committee also considers any risks associated with the plans and determines whether they are philosophically aligned with the executive officers’ compensation programs. In addition, the Compensation Committee establishes the share ownership guidelines applicable to the Company’s senior executives and the Board; evaluates the competitiveness and appropriateness of the Company’s change of control policies, severance practices, retirement plans, deferred compensation programs, and senior leadership benefits and perquisites; oversees the creation or revision of any clawback policies allowing the Company to recoup compensation paid to employees; designates which companies are to be included in the Company’s annual compensation peer group; considers the impact of tax and accounting rule changes upon the Company’s compensation plans and policies; and oversees the Company’s compliance with SEC rules and regulations regarding shareholder approval of executive compensation matters. The committee has the authority to retain advisors to assist with the work of the committee as it deems necessary and appropriate.

Executive Committee. The members of the Executive Committee currently are Mr. Howe (Chair), Ms. Chow and Mr. Kokich. While the Executive Committee is authorized under its charter to implement the policy decisions of the full Board and to handle routine matters that arise during the interim periods between Board meetings, in practice this committee acts only when specifically instructed by the full Board to handle a specific matter.

Governance/Nominating Committee. The members of the GNC currently are Ms. Sivaramakrishnan (Chair), Mr. Battelle, Mr. Kokich, and Mr. Cadogan, each of whom is deemed independent under NYSE listing standards.

The GNC is responsible for reviewing and making recommendations to the Board with regard to corporate governance principles, management succession planning, structure of Board committees, compensation of directors, ethics compliance programs, director orientation, and director education programs. In addition, the GNC reviews the adequacy of the Company’s ethics compliance programs, and it oversees the management of the Company’s risks related to governance and executive succession planning. The GNC evaluates the independence of directors and director nominees vis-a-vis the independence requirements of the NYSE, the rules and regulations of the SEC, and other applicable laws.

The GNC conducts an annual evaluation process whereby individual interviews are conducted with each Board member to assess the performance of  (i) the Board as a whole, (ii) the committees of the Board, (iii) the Board and committee chairs, and (iv) individual directors, including peer-to-peer evaluations and self-evaluations. The Chairman of the Board then provides feedback to the individual directors, and the recommendations resulting from each annual evaluation are discussed at the next quarterly Board meeting.

The GNC is also responsible for screening and recommending qualified candidates to the Board for membership and for annually recommending to the Board the nominees for director to be submitted for election at each annual meeting of the Company’s shareholders. All nominations or appointments to the Board are approved by the full Board. Potential Board candidates are identified through various methods, including recommendations from directors, management and shareholders. The committee has the authority to retain search firms to identify director candidates and to approve the search firm’s fees and other retention terms. The committee regularly reviews the appropriate skills and characteristics required of Board members. In reviewing potential candidates, the GNC considers applicable board and committee independence requirements imposed by the various committee charters, NYSE listing standards and applicable law. The committee also considers the number of other boards and committees on which a director candidate serves.

As noted previously under the section entitled “Election of Directors,” the GNC and Board seek directors who possess the highest personal and professional integrity, ethics and values, are committed to representing the long-term

14

interests of the shareholders, and have an objective perspective and mature judgment. Among the various criteria for selection as a Board member are the level of a potential candidate’s experience, wisdom, integrity, ability to make independent analytical inquiries, understanding of our business environment, and willingness to devote adequate time to Board duties, and a commitment to serve on the Board for an extended period of time in order to develop an in-depth knowledge of the Company, its strategy and its principal operations. The GNC and Board seek candidates who demonstrate a willingness to evaluate management’s performance objectively and who have no activities or interests that conflict with their responsibilities to LiveRamp.

The GNC is responsible for assessing the appropriate balance of skills and characteristics required of Board members. Nominees for director must meet the qualifications set forth in our corporate governance principles and the GNC charter, pursuant to which the Board and committee are mandated to use reasonable efforts to attract a diversified membership and to endeavor to have a Board representing diverse experience at policy-making levels in business, government, education and technology. The GNC continually seeks to identify potential candidates who would enhance the gender and ethnic diversity of the Board. All director nominees must agree to comply with the Board’s code of business conduct and ethics, a copy of which is posted in the “Investors  —  Corporate Governance  —  Codes of Ethics” section of our website at www.LiveRamp.com.

In accordance with the terms of the Company’s corporate governance principles, any nominees proposed by shareholders will be evaluated by the GNC in the same manner as nominees proposed by other sources. To be considered by the GNC, a shareholder nomination must be submitted to the corporate secretary at the address and within the time frame specified under the section of this Proxy Statement below entitled “Shareholder Proposals.” It is the policy of the Board that representatives of institutional investors may be considered for Board membership so long as the institution (a) does not own or control significant holdings (i.e., more than 5% of the total outstanding shares or other equity units) in businesses that are competitive with the Company; (b) fully discloses, on an ongoing basis, any currently existing and/or reasonably foreseeable conflicts of interest with the Company and/or its other shareholders; and (c) agrees to comply with the Company’s stock trading guidelines applicable to directors and senior members of management, as currently in force or as may be in force in the future.

Other Committees. In addition to the standing committees described above, the Board may establish other committees, including additional standing committees or ad hoc committees to deal with a particular event or process.

Responsibility for Risk Management

Management has primary responsibility for identifying and managing risks facing LiveRamp, subject to the oversight of the Board. The CEO brings key business risks to the attention of the Board, generally in the context of the Company’s strategic and operating plans. The Company’s director of risk management and the internal audit team, together with outside expert consultants, prepare reports used by the Audit/Finance Committee to analyze the most serious enterprise risks facing the Company and to prioritize the items to be addressed in the annual internal audit plan. The Company’s director of risk management and the internal audit team prepare risk assessments by conducting interviews and surveys with members of management across the Company and with the Audit/Finance Committee members to identify individual process and enterprise risks.

The committees of the Board assist in discharging the Board’s risk oversight role by performing certain subject matter responsibilities. Risks regarding financial, accounting and legal issues, compliance and internal controls, IT security, insurance coverages and business continuity are overseen by the Audit/Finance Committee. Risks related to the Company’s compensation programs are overseen by the Compensation Committee. Risks associated with governance and executive succession planning are overseen by the GNC. The full Board, however, retains full oversight responsibility for all subject matters, regardless of whether any particular subject matter is assigned to a committee. At each quarterly meeting, the Board receives a verbal summary of risk-related matters discussed in each of the committee meetings. All directors have access to the minutes of all committee meetings. The full Board is responsible for the overall risk assessment and management process and also directly oversees risks associated with the Company’s strategic plan, operating plan, products and services, human resources and organizational issues.

The Board’s administration of its risk oversight role has not specifically affected the Board’s leadership structure. In establishing the Board’s current leadership structure, risk oversight was one factor among many factors considered, and the Board believes that the current leadership structure is conducive to and appropriate for its risk oversight role.

LiveRamp Holdings, Inc. Notice of 2022 Annual Meeting and Proxy Statement   15

The Board regularly reviews its leadership structure and evaluates whether such structure, as well as the Board as a whole, is functioning effectively. If in the future the Board believes that a change in its leadership structure is required to, or potentially could, improve the Board’s risk oversight role, it may make any changes it deems appropriate.

Hedging Policy

The Company’s insider trading policy prohibits our employees (including officers) and our directors from engaging in short sales, hedging transactions and monetization transactions. Hedging or monetization transactions can be accomplished through the use of various financial instruments, including prepaid variable forwards, equity swaps, collars and exchange funds. These transactions may permit continued ownership of Company stock without the full risks and rewards of ownership. When that occurs, a person entering into this type of transaction may no longer have the same objectives as LiveRamp’s other shareholders.

Communication with Directors

Shareholders and other interested parties may contact the Board, a Board committee, a particular group of directors (e.g., our independent directors), or individual members of the Board, including the Chairman of the Board, via the Company’s website, www.LiveRamp.com, by visiting the Board page under the “Investors  —  Corporate Governance  —  Board of Directors” section of the site, or by visiting https://secure.ethicspoint.com/domain/media/en/​gui/40223/index.html. Communications relating to concerns about LiveRamp’s accounting, internal accounting controls, or auditing matters will be referred to members of the Audit/Finance Committee. Incoming messages are monitored by Navex Global, an international ethics and compliance software and solution provider.

Environmental, Social and Governance Responsibility

For more details on our corporate citizenship and sustainability efforts, please see LiveRamp’s 2022 Environmental, Social, and Governance Report, a copy of which is posted in the “Investors  —  Corporate Governance  —  Social Responsibility” section of our website at www.LiveRamp.com.

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Proposal Overview

Pursuant to this proposal, our shareholders are being asked to approve an amendment to increase the number of shares available for issuance (the “Share Increase Amendment”) under the Amended and Restated 2005 Equity Compensation Plan of LiveRamp Holdings, Inc. (the “2005 Plan”) by 4,500,000 shares. The Share Increase Amendment was approved by the Board on May 17, 2022, subject to shareholder approval. Due to the considerations discussed in greater detail below, we believe that the 4,500,000 share request is a conservative share request. No other amendments are being proposed to the 2005 Plan other than the Share Increase Amendment. A copy of the 2005 Plan, as proposed to be amended and restated, is attached as Appendix B to this Proxy Statement and is incorporated herein by reference.

On May 25, 2022, in order to fulfill our annual grant commitments and retain market-appropriate values for all our equity eligible employees during a time of market uncertainty, the Compensation Committee and the Board granted 338,101 Time-Based Restricted Stock Units and 284,550 Performance-Based Stock Units to 11 members of the LiveRamp leadership team (collectively, the “Contingent Awards”). The Contingent Awards were issued subject to shareholder approval of the Share Increase Amendment and will be automatically forfeited if shareholder approval is not obtained. In light of the nature of the Contingent Awards, the Compensation Committee awarded the recipients of the Contingent Awards long-term cash awards subject to similar terms and conditions as the Contingent Awards that will only become effective in the event that the shareholders do not approve the Share Increase Amendment (the “Contingent Cash Awards”). The amount of the Contingent Cash Awards will be determined by multiplying the number of shares underlying each recipient’s Contingent Awards by the greater of the 20-trading day trailing average ending on May 17, 2022 or the date of the 2022 Annual Meeting (August 9, 2022).

We believe the approval of the Share Increase Amendment is critical in our recruitment efforts and retention of key employees that are important to our continued growth. Equity awards are an essential compensation component to attract top talent and any hinderance to our ability to grant equity awards under the 2005 Plan will have a negative impact on our performance. Further, if the Share Increase Amendment is not approved, there will be no additional shares available for issuance under the 2005 Plan and we will have to take alternative strategic actions to retain and motivate our current employees, which actions may be unfavorable to LiveRamp and its shareholders. Thus, we believe that this proposal is entirely in the best interests of our shareholders.

Share Increase Amendment Considerations

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Equity Compensation Plan Information

The following table contains information about our equity compensation plans as of March 31, 2022:

​

1.

This amount does not include the number of securities to be issued upon exercise of outstanding options, warrants, and rights under equity compensation plans LiveRamp assumed in acquisitions (52,029 shares at a weighted-average exercise price of  $0.80).

​

2.

The weighted-average exercise price set forth in this column is calculated excluding outstanding restricted stock unit awards, since recipients are not required to pay an exercise price to receive the shares subject to these awards.

​

3.

This amount represents shares of common stock available for future issuance as of March 31, 2022, under the 2005 Plan (2,807,553) and the LiveRamp Holdings, Inc. 2005 Employee Stock Purchase Plan (323,034, including 81,134 shares subject to purchase during the current purchase period), which is an employee stock purchase plan covered by Section 423 of the Internal Revenue Code, as amended (the “Code”). The 2005 Plan is an equity compensation plan that permits awards of a variety of equity-based incentives, including stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards and other stock unit awards.

​

4.

This amount represents shares available for issuance pursuant to the Company’s 2011 Non-qualified Equity Compensation Plan described below, which does not require shareholder approval.

​

Updated Number of Outstanding Awards Under the 2005 Plan

As of June 1, 2022, there were 513,038 outstanding stock options, which had a weighted average exercise price of $18.83 and a weighted average remaining contractual life of 2.3 years. As of June 1, 2022, there were 6,928,289 RSU (including PSU awards) awards outstanding, and 64,925 shares available for future issuance under the 2005 Plan.

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Plan Metric Details

Annual Issuances and Burn Rate​

​

1.

Burn Rate is calculated by dividing all RSUs and PSUs granted, excluding acquisition-related replacement stock options and acquisition-related RSU grants, divided by the basic weighted average shares outstanding.

​

2.

Net Burn Rate is calculated by excluding forfeited or cancelled stock options and RSUs from the numerator of the Burn Rate calculation.

​

Dilution​

The following table contains information about our dilution as of June 1, 2022:

​

1.

Dilution is calculated by dividing the applicable number in the Shares column for each component by the Fully Diluted Shares Outstanding.

​

2.

This amount includes 6,367,624 restricted stock units and 21,924 restricted stock awards.

​

3.

Outstanding performance share units are shown at target.

​

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Stock-Based Compensation Expense

The Compensation Committee believes that it is important to monitor stock-based compensation (“SBC”) expense as a percentage of revenue against our peers and industry standards. SBC expense includes three components: (i)_core broad-based equity program expense; (ii) acquisition-based SBC expense; and (iii) one-time accelerated vesting SBC expense.

Over the past three fiscal years, the Compensation Committee has continued to manage the expense of our core broad-based equity program (“Core Stock Plan Expense”), which is used to grant equity awards to employees, including the NEOs. Core Stock Plan Expense was $53 million for fiscal 2022, or 10% of revenue, representing 61% of our total SBC expense. That percentage has consistently decreased as a percent of revenue over the last three fiscal years.

In addition to our Core Stock Plan Expense, the Compensation Committee also believes that stock is an essential tool to use in acquisitions. Acquisition-related SBC expense was $34 million in fiscal 2022, or 6% of our total stock-based-compensation expense for fiscal 2022. The last type of SBC expense is related to one-time accelerated vesting to take advantage of tax savings. No such actions were taken in fiscal 2022.

The table below shows a breakdown of the types of SBC as a percent of revenue and of our total stock-based compensation expense:

Contingent Award Issuance

As noted above, on May 25, 2022, in order to fulfill our annual grant commitments and retain market appropriate values for all our equity eligible employees during a time of market uncertainty, the Compensation Committee and the Board granted Contingent Awards to 11 members of the LiveRamp leadership team. The Contingent Awards were issued subject to shareholder approval of Share Increase Amendment and will be automatically forfeited if shareholder approval is not obtained. In light of the nature of the Contingent Awards, the Compensation Committee awarded the recipients of the Contingent Awards long-term cash awards subject to similar terms and conditions as the Contingent Awards that will only become effective in the event that the shareholders do not approve the Share Increase Amendment. The amount of the Contingent Cash Awards will be determined by multiplying the number of shares underlying each recipient’s Contingent Awards by the greater of the 20-trading day trailing average ending on May 17, 2022 or the date of the 2022 Annual Meeting. The following table sets forth information pertaining to the Contingent Awards as of June 1, 2022:

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New Plan Benefits

Future awards under the 2005 Plan will be made at the discretion of the Compensation Committee and/or the Board. Therefore, at this time, the benefits that may be received by any participant or group of participants under the 2005 Plan if our shareholders approve this proposal, aside from the Contingent Awards discussed above, cannot be precisely determined. Please refer to the “Executive Compensation — Grants of Plan-Based Awards for Fiscal Year 2022” table on page 63 below, however, which provides information on the grants made to the named executive officers in fiscal 2022 pursuant to the 2005 Plan and to the “Non-Employee Director Compensation” table on page 73 below, which provides information on grants made to our non-employee directors in the last fiscal year pursuant to the 2005 Plan. In addition, the table immediately below reflects equity-based awards granted to all executive officers that served in fiscal 2022, as a group, all current directors who are not executive officers, as a group, and all employees, including all current officers who are not executive officers, as a group in fiscal 2022 pursuant to the 2005 Plan. Only RSUs, PSUs and common stock were issued under the 2005 Plan in fiscal 2022.

​

1.

Totals include RSUs and PSUs awarded to terminated Executives (132,099 RSUs and 21,334 PSUs).

​

2.

The amounts reflect the grant date fair value of RSUs and PSUs.

​

Equity Compensation Plan Not Approved by Security Holders

The Company adopted the 2011 Non-qualified Equity Compensation Plan of LiveRamp Holdings, Inc. (the “2011 Plan”) for the purpose of making equity grants to induce new key executives to join the Company. The awards that may be made under the 2011 Plan include stock options, stock appreciation rights, restricted stock awards, RSU awards, performance awards, or other stock unit awards. To receive such an award, a person must be newly

22

employed with the Company with the award being provided as an inducement material to their employment, provided the award is first properly approved by the Board or an independent committee of the Board. The Board and the Compensation Committee are the administrators of the 2011 Plan, and as such, determine all matters relating to awards granted under the 2011 Plan, including the eligible recipients, whether and to what extent awards are to be granted, the number of shares to be covered by each grant and the terms and conditions of the awards. The 2011 Plan has not been approved by the Company’s shareholders.

2005 Plan Summary

Purpose of the 2005 Plan​

The purpose of the 2005 Plan is to align long-term incentive compensation with the Company’s business strategies and with shareholder interests, and to recruit and retain key individuals. The Compensation Committee believes that providing employees with a proprietary interest in LiveRamp’s business and, therefore, a more direct stake in its continuing welfare, will better align their interests with those of our shareholders.

Description of the 2005 Plan​

The 2005 Plan was first approved by shareholders at the 2000 Annual Meeting of Shareholders and has been amended from time to time. The following description of the 2005 Plan is qualified in its entirety by reference to the applicable provisions of the 2005 Plan in Appendix A to this Proxy Statement.

Administration. The 2005 Plan specifies that it will be administered by the Board or the Compensation Committee, and their lawful designees. The administrator makes determinations such as to whom awards will be made, what type of awards will be made, how many shares will be subject to each grant, the duration and exercise price of stock options, vesting schedules, performance criteria, conditions upon which a grant may be forfeited, the effect of termination of service, and any restriction, limitation, procedure or deferral related to a grant. The Compensation Committee or the Board may establish any rules and regulations it considers necessary to administer the 2005 Plan. All determinations of the Compensation Committee or Board are final and conclusive for all purposes. The administrator may delegate to one or more officers of the Company the right to grant awards under the 2005 Plan, provided such delegation is made in accordance with applicable law.

Eligible Participants. Employees, directors, affiliates, independent contractors and consultants of LiveRamp or any subsidiary or affiliated company are eligible to participate in the 2005 Plan. As of June 1, 2022, there were approximately 1,271 employees, eight non-executive directors and two contractors eligible to participate in the 2005 Plan. Participants are selected in the discretion of the Compensation Committee and during the last fiscal year, a total of 1,155 individuals were selected by the Compensation Committee to receive awards under the 2005 Plan.

Types of Awards. The 2005 Plan permits awards of a variety of equity-based incentives, including stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), performance awards and other stock unit awards.

Stock Options. Under the 2005 Plan, either incentive stock options or stock options that do not qualify as incentive options (non-qualified stock options) may be granted. See the discussion regarding options below under “Federal Income Tax Treatment.”

The exercise price for stock options may not be less than 100% of the fair market value, based on the closing price, of LiveRamp common stock on the date of the grant. Without the further approval of the shareholders, no outstanding stock option granted under the 2005 Plan may be amended to reduce the exercise price or canceled in consideration for an award having a lower exercise price. This will not, however, prohibit adjustments related to stock splits, stock dividends, recapitalizations and other changes in the corporate structure or shares of LiveRamp. The duration of options granted under the 2005 Plan, including the duration of options following a participant’s termination of employment, death or disability, is determined by the Compensation Committee or the Board in its sole discretion. Both non-qualified and incentive stock options granted under the 2005 Plan may not be exercised more than 10 years after the date of grant, although each may be granted for a lesser duration. Incentive stock options granted to a participant owning more than 10% of the total combined voting power of all classes of LiveRamp stock may not be exercised more than five years from the date of grant.

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At the time of exercise of an option, a participant must pay the full exercise price of the option in cash, by check or electronic funds transfer. Additionally, a participant may pay the exercise price by one of the following additional forms of payment, as may be approved by the Compensation Committee or Board:

•

via a “broker’s cashless exercise” ​(i.e., through the sale of shares, by way of a broker, acquired upon exercise of the option having a fair market value equal to the exercise price pursuant to procedures approved by LiveRamp);

​

•

by delivering shares of LiveRamp common stock previously owned by the participant for at least six months and having a fair market value equal to the exercise price;

​

•

by authorizing LiveRamp to withhold a number of shares of LiveRamp common stock otherwise issuable to the participant upon exercise of an option having a fair market value equal to the exercise price; or

​

•

by any combination of the above.

​

Stock Appreciation Rights. SARs may, but need not be, identified with a specific stock option. The exercise price for any SAR shall (i) for any SAR identified with a stock option, equal the exercise price of such option, or (ii) for any other SAR, not be less than 100% of the fair market value of LiveRamp common stock on the date of the grant. The duration of any SAR may not exceed ten years.

Restricted Stock and RSUs. Restricted stock awards comprise shares of LiveRamp common stock that are forfeitable until the restrictions imposed by the Compensation Committee or Board lapse. Awards of RSUs provide the right to receive shares, cash or a combination thereof upon the lapse of the restrictions imposed by the Compensation Committee or Board. Awards of restricted stock and RSUs may be subject to time-based restrictions, performance-based restrictions, or both. Holders of restricted stock awards are entitled to vote the shares of restricted stock during the restriction period. Conversely, holders of RSUs are not entitled to voting rights prior to the time the applicable restrictions lapse and shares of LiveRamp common stock are delivered pursuant to the award. The minimum restriction period applicable to any award of restricted stock that is not subject to performance conditions restricting the grant size, the transfer of the shares, or the vesting of the award is two years from the date of grant; provided, however, that a restriction period of less than two years may be approved under the 2005 Plan for such awards with respect to up to a total of 100,000 shares. No dividends, dividend equivalents or similar payments will be payable in respect of restricted stock or RSUs and there will be a minimum restriction period for RSUs of one year from the date of grant; provided, however, that a restriction period of less than one year may be approved under the 2005 Plan for such awards with respect to up to a total of 100,000 shares.

Performance Awards. The 2005 Plan also authorizes the award of performance awards, in the form of either performance shares or performance share units, on any terms and conditions that the Compensation Committee or the Board deems desirable. Performance awards may be paid in cash, shares, or a combination thereof, as determined by the Compensation Committee or Board.

The Compensation Committee or Board may set performance goals that, depending on the extent to which they are met during a performance period applicable to an award, will determine the number of performance shares or units that will be delivered to a participant at the end of the performance period. The performance goals may be set at threshold, target and maximum performance levels, and the number of performance shares or units to be delivered may be tied to the degree of attainment of the various performance levels specified under the various performance goals during the performance period, which may not be less than one year. No payment may be made with respect to a performance award if any specified threshold performance level is not attained. No dividends, dividend equivalents or similar payments will be payable in respect of performance awards.

Other Awards. Other awards of shares and other awards that are valued in whole or in part by reference to, or are otherwise based on, shares of LiveRamp common stock or other property may be granted under the 2005 Plan to participants, either alone or in addition to other awards under the 2005 Plan. Other stock awards may be paid in shares, cash or any other form of property as the Compensation Committee or the Board may determine. Subject to the provisions of the 2005 Plan, the Compensation Committee or Board has sole and complete authority to determine who will receive such an award, the times at which such awards will be made, the number of shares to be granted, and all other terms and conditions of such awards. For any such award, the vesting of which is conditioned only on the passage of time, the restriction period is a minimum of two years for full vesting.

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There are limits (the “Limits”) as to how many shares may be granted to a participant. The Limits apply separately to two different categories of awards. With respect to stock options and/or SARs, the maximum number of shares of our common stock that may be granted to any one person in any 12-month period is 400,000 shares; likewise, with respect to restricted stock awards, RSUs, performance awards and any other stock unit awards, the maximum number of shares of our common stock that may be granted to any one person in any 12-month period is 400,000 shares. The Limits apply to each of these two groups of award types, not to each type of award, nor to all awards as a single group for any one year. As a result, a participant could receive awards totaling up to 800,000 shares in any one year under the 2005 Plan. For example, a participant could receive under the 2005 Plan stock options covering 400,000 shares and 400,000 RSUs. The Company has not previously issued awards to any one participant under the 2005 Plan in one 12-month period in excess of the Limits under the 2005 Plan, and it does not have any plans to do so.

In addition to the foregoing, the 2005 Plan provides that no non-employee director of the Company may be granted in any 12-month period an aggregate amount of equity having a value of more than $400,000 on the date of grant, under the 2005 Plan or any other equity compensation plan sponsored by the Company.

Performance Measures. Performance goals established by the Compensation Committee for performance awards may contain one or more performance measures set forth in the 2005 Plan. Performance goals may be applied to LiveRamp as a whole (or a division, organization, or other business unit thereof), a subsidiary, an affiliated company, or an individual participant, and they may be set at a specific level or expressed as a relative percentage to the comparable measure at comparison companies or a defined index. Performance goals, to the extent applicable, must be based upon generally accepted accounting principles, but may be adjusted by the Compensation Committee to take into account the effect of the following: (a) changes in accounting standards that may be required by the Financial Accounting Standards Board (or any applicable successor entity) after the performance goal is established; (b) realized investment gains and losses; (c) extraordinary, unusual, non-recurring, or infrequent items; (d) “non-GAAP financial measures” that have been included in LiveRamp’s quarterly earnings releases and disclosed to investors in accordance with SEC regulations; and (e) any other items as the Compensation Committee determines to be required, so that the operating results are computed on a comparative basis from period to period. Determinations made by the Compensation Committee must be based on relevant objective information and/or financial data, and will be final and conclusive with respect to all affected parties.

Shares Reserved for Issuance. If the shareholders approve the Share Increase Amendment, the approximate number of shares available for future awards under the 2005 Plan as of the date of the annual meeting would be the sum of (1) 4,500,000 and (2) the number of shares available for future awards under the 2005 Plan immediately before such approval (as of June 1, 2022, approximately 86,245 shares were available for future awards under the 2005 Plan) less the Contingent Awards.

If any award is forfeited, any option or SAR terminates, expires or lapses without being exercised within the exercise period, or any SAR is exercised for cash, the shares underlying such awards will be available for re-issuance under the 2005 Plan. To the extent any shares of LiveRamp common stock subject to an award are not delivered to a participant because the shares are used to satisfy an applicable tax withholding obligation or the exercise price of an option, those shares will be deemed delivered and will no longer be available for delivery under the 2005 Plan.

Adjustment. Notwithstanding any other provision of the 2005 Plan to the contrary, in the event of any change affecting the shares subject to the 2005 Plan or any award (through merger, consolidation, reorganization, recapitalization, dividend or other distribution (whether in the form of cash, shares, other securities or other property), stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, issuance of rights to subscribe, or other change in capital structure of the Company), appropriate adjustments or substitutions shall be made by the Compensation Committee or the Board as to:

i.

total shares subject to the 2005 Plan;

​

ii.

maximum number of shares for which awards may be granted to any one service provider of the Company or its affiliates (e.g., the Limits);

​

iii.

number of shares and price per share subject to outstanding awards; and

​

iv.

class of shares of stock that may be delivered under the 2005 Plan and/or each outstanding award, as shall be equitable to prevent dilution or enlargement of rights under previously granted awards.

​

LiveRamp Holdings, Inc. Notice of 2022 Annual Meeting and Proxy Statement   25

The determination of the Compensation Committee or Board as to these matters shall be conclusive; provided, however, that (i) any such adjustment with respect to an incentive stock option and any related SAR shall comply with the rules of Section 424(a) of the Code; and (ii) in no event shall any adjustment be made which would disqualify any Incentive Stock Option granted hereunder as an incentive stock option for purposes of Section 422 of the Code.

Amendment and Termination. The Compensation Committee or the Board may amend the 2005 Plan and/or the terms of outstanding awards or grants; provided, however, that if an amendment would (i) materially increase the benefits to participants under the 2005 Plan, (ii) increase the aggregate number of shares that may be issued under the 2005 Plan, or (iii) materially modify the requirements for participation in the 2005 Plan by materially increasing the class or number of persons eligible to participate, then shareholder approval must be obtained. To the extent necessary to comply with applicable laws and regulations, certain other amendments to the 2005 Plan or to any outstanding grant may require shareholder approval. Any amendment that would impair the rights of a participant may not be made without the participant’s consent. The 2005 Plan may be terminated at any time by the Board. No termination, however, will adversely affect the terms of any outstanding awards under the 2005 Plan.

Change in Control. Upon the occurrence of a “Change in Control Event,” as defined in the 2005 Plan, each outstanding award under the 2005 Plan will be treated as the Compensation Committee or the Board may determine (subject to the provisions of the 2005 Plan), without a participant’s consent, including, without limitation, that:

A.

awards will be assumed, or substantially equivalent awards will be substituted, by the acquiring or succeeding corporation (or affiliate thereof), with appropriate adjustments as to the number and kind of shares and prices;

​

B.

upon written or electronic notice to a participant, that the participant’s awards will terminate upon or immediately prior to the consummation of such Change in Control Event;

​

C.

that, to the extent the Compensation Committee or Board may determine, in whole or in part prior to or upon consummation of such Change in Control Event:

​

i.

options and SARs may become immediately exercisable;

​

ii.

restrictions and deferral limitations applicable to any restricted stock or RSUs may become free of all restrictions and limitations and become fully vested and transferable;

​

iii.

all performance awards may be considered to be prorated, and any deferral or other restriction may lapse and such performance awards may be immediately settled or distributed (provided, for purposes of clarification, that any performance award converted into an award that provides for service-based vesting will be treated in accordance with the terms of the 2005 Plan); and

​

iv.

the restrictions and deferral limitations and other conditions applicable to any other awards granted under the 2005 Plan may lapse and such awards may become free of all restrictions, limitations or conditions and become fully vested and transferable to the full extent of the award not previously forfeited or vested;

​

D.

the termination of an award in exchange for an amount equal to the excess of the fair market value of the shares subject to the award immediately prior to the occurrence of the Change in Control Event (which shall be no less than the value being paid for such shares pursuant to such transaction as determined by the Compensation Committee or Board) over the exercise price or strike price, if applicable, of such award, with such amount payable in cash, in one or more of the kinds of property payable in such transaction, or in a combination thereof, as the Compensation Committee or Board in their discretion shall determine; or

​

E.

any combination of the foregoing.

​

In taking any of the actions permitted under the 2005 Plan, the Compensation Committee or Board will not be obligated to treat all awards, all awards held by a single participant, or all awards of the same type, similarly.

In the event that the successor corporation does not assume or substitute for the award (or portion thereof):

i.

options and SARs will vest and become immediately exercisable;

​

26

ii.

restrictions and deferral limitations applicable to any restricted stock or RSUs will become free of all restrictions and limitations and become fully vested and transferable;

​

iii.

all performance awards will be considered to be prorated, and any deferral or other restriction will lapse and such performance awards will be immediately settled or distributed; and

​

iv.

the restrictions and deferral limitations and other conditions applicable to any other awards granted under the 2005 Plan will lapse and such other awards will become free of all restrictions, limitations or conditions and become fully vested and transferable to the full extent the award was not previously forfeited or vested.

​

In addition, if an option or SAR is not assumed or substituted in the event of a Change in Control Event, the Compensation Committee or Board will notify the participant in writing or electronically that the option or SAR will be exercisable for a period of time determined by the Compensation Committee or Board in its sole discretion, and the option or SAR will terminate upon the expiration of such period.

Under the 2005 Plan, a “change-in-control event” generally includes specified mergers, a sale of all or substantially all of the Company’s assets and the acquisition of a significant percentage of the voting power of the Company.

Clawback. Awards granted under the 2005 Plan are subject to the Company’s “clawback policy” as may be in effect from time to time.

Summary of U.S. Federal Income Tax Consequences

The following summary is intended only as a general guide to the U.S. federal income tax consequences of participation in the 2005 Plan. The summary is based on existing U.S. laws and regulations as of June 13, 2022, and there can be no assurance that those laws and regulations will not change in the future. The summary does not purport to be complete and does not discuss the tax consequences upon a participant’s death, or the provisions of the income tax laws of any municipality, state or foreign country in which the participant may reside. As a result, tax consequences for any particular participant may vary based on individual circumstances.

Incentive Stock Options. A participant recognizes no taxable income for regular income tax purposes as a result of the grant or exercise of an option that qualifies as an incentive stock option under Section 422 of the Code. If a participant exercises the option and then later sells or otherwise disposes of the shares acquired through the exercise of the option after both the two-year anniversary of the date the option was granted and the one-year anniversary of the exercise, the participant will recognize a capital gain or loss equal to the difference between the sale price of the shares and the exercise price, and we will not be entitled to any deduction for federal income tax purposes.

However, if the participant disposes of such shares either on or before the two-year anniversary of the date of grant or on or before the one-year anniversary of the date of exercise (a “disqualifying disposition”), any gain up to the excess of the fair market value of the shares on the date of exercise over the exercise price generally will be taxed as ordinary income, unless the shares are disposed of in a transaction in which the participant would not recognize a loss (such as a gift). Any gain in excess of that amount will be a capital gain. If a loss is recognized, there will be no ordinary income, and such loss will be a capital loss. Any ordinary income recognized by the participant upon the disqualifying disposition of the shares generally should be deductible by us for federal income tax purposes, except to the extent such deduction is limited by applicable provisions of the Internal Revenue Code.

For purposes of the alternative minimum tax, the difference between the option exercise price and the fair market value of the shares on the exercise date is treated as an adjustment item in computing the participant’s alternative minimum taxable income in the year of exercise. In addition, special alternative minimum tax rules may apply to certain subsequent disqualifying dispositions of the shares or provide certain basis adjustments or tax credits.

Nonstatutory Stock Options. A participant generally recognizes no taxable income as the result of the grant of such an option. However, upon exercising the option, the participant normally recognizes ordinary income equal to the amount that the fair market value of the shares on such date exceeds the exercise price. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the sale of the shares acquired by the exercise of a nonstatutory stock option, any gain or loss (based on the difference between the sale price and the fair market value on the exercise date) will be taxed as capital gain or loss. No tax deduction is available to us with respect to the grant of a nonstatutory stock option or the sale of the shares acquired through the exercise of the nonstatutory stock option.

LiveRamp Holdings, Inc. Notice of 2022 Annual Meeting and Proxy Statement   27

Stock Appreciation Rights. In general, no taxable income is reportable when a stock appreciation right is granted to a participant. Upon exercise, the participant generally will recognize ordinary income in an amount equal to the fair market value of any cash or shares received. Any additional gain or loss recognized upon any later disposition of the shares would be capital gain or loss.

Restricted Stock Awards. A participant acquiring shares of restricted stock generally will recognize ordinary income equal to the fair market value of the shares on the vesting date. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. The participant may elect, pursuant to Section 83(b) of the Internal Revenue Code to accelerate the ordinary income tax event to the date of acquisition by filing an election with the Internal Revenue Service no later than thirty days after the date the shares are acquired. Upon the sale of shares acquired pursuant to a restricted stock award, any gain or loss, based on the difference between the sale price and the fair market value on the date the ordinary income tax event occurs, will be taxed as capital gain or loss.

Restricted Stock Unit Awards. There are no immediate tax consequences of receiving an award of restricted stock units. A participant who is awarded restricted stock units generally will be required to recognize ordinary income in an amount equal to the fair market value of any cash or shares issued to such participant at the end of the applicable vesting period or, if later, the settlement date elected by the administrator or a participant. Any additional gain or loss recognized upon any later disposition of any shares received would be capital gain or loss.

Performance Shares and Performance Unit Awards. A participant generally will recognize no income upon the grant of a performance share or a performance unit award. Upon the settlement of such awards, participants normally will recognize ordinary income in the year of receipt in an amount equal to the cash received and the fair market value of any cash or unrestricted shares received. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the sale of any shares received, any gain or loss, based on the difference between the sale price and the fair market value on the date the ordinary income tax event occurs, will be taxed as capital gain or loss.

Section 409A. Section 409A of the Code provides certain requirements for non-qualified deferred compensation arrangements with respect to an individual’s deferral and distribution elections and permissible distribution events. Awards granted with a deferral feature will be subject to the requirements of Section 409A. If an award is subject to and fails to satisfy the requirements of Section 409A, the recipient of that award may recognize ordinary income on the amounts deferred under the award, to the extent vested, which may be prior to when the compensation is actually or constructively received. Also, if an award that is subject to Section 409A fails to comply with Section 409A’s provisions, Section 409A imposes an additional 20% federal income tax on compensation recognized as ordinary income, as well as interest on such deferred compensation.

Tax Effect for the Company. We generally will be entitled to a tax deduction in connection with an award under the 2005 Plan in an amount equal to the ordinary income realized by a participant and at the time the participant recognizes such income (for example, the exercise of a nonstatutory stock option) except to the extent such deduction is limited by applicable provisions of the Internal Revenue Code.

THE FOREGOING IS ONLY A SUMMARY OF THE EFFECT OF U.S. FEDERAL INCOME TAXATION UPON PARTICIPANTS AND LIVERAMP WITH RESPECT TO AWARDS UNDER THE 2005 PLAN. IT DOES NOT PURPORT TO BE COMPLETE AND DOES NOT DISCUSS THE IMPACT OF EMPLOYMENT OR OTHER TAX REQUIREMENTS, THE TAX CONSEQUENCES OF A PARTICIPANT’S DEATH, OR THE PROVISIONS OF THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE, OR FOREIGN COUNTRY IN WHICH THE PARTICIPANT MAY RESIDE.

Vote Required

The approval of the amendment and restatement of our Amended and Restated 2005 Equity Compensation Plan of LiveRamp Holdings, Inc. to increase the number of shares available thereunder requires the affirmative vote of a majority of votes cast.

Board of Directors’ Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THIS PROPOSAL TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE UNDER THE 2005 PLAN.

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Proposal Overview

Pursuant to this proposal, our shareholders are being asked to approve the amendment of the LiveRamp Holdings, Inc. Employee Stock Purchase Plan (the “ESPP”) to increase the number of shares available for issuance under the ESPP by 1,000,000 shares. The increase in the number of shares authorized for issuance under the ESPP has been approved by the Compensation Committee, subject to shareholder approval. A copy of the amended and restated ESPP is attached as Appendix B to this Proxy Statement.

The ESPP permits qualified employees to acquire shares of the Company’s common stock through payroll deductions at a discount of up to 15% of the applicable purchase price pursuant to a plan intended to qualify as an “employee stock purchase plan” within the meaning of Section 423(b) of the Internal Revenue Code of 1986, as amended (the “Code”). Our Board believes that the ESPP has helped the Company compete for, motivate and retain high caliber employees and that shareholder approval of the amendment to increase the number of shares authorized for issuance under the ESPP will continue to benefit the Company by providing employees with the continued opportunity to acquire shares of our common stock, enabling us to continue attracting, retaining and motivating employees.

Summary of the Material Provisions of the ESPP

The following description of certain provisions of the ESPP is qualified in its entirety by reference to the text of the ESPP and is incorporated by reference herein. It is our intention that the ESPP qualify as an “employee stock purchase plan” under Section 423 of the Code.

Shares Subject to the Plan. As of June 1, 2022, our most recent purchase date, 213,638 shares remained available for issuance under the ESPP. If our capital structure changes because of a stock dividend, stock split or similar event, the number of shares that can be issued under the ESPP will be appropriately adjusted. The closing market price of Company’s common stock on June 1, 2022, was $25.84. If this amendment is approved by our shareholders, a total of 1,213,638 shares of our common stock will be reserved for issuance pursuant to the ESPP.

Plan Administration. The ESPP is administered by the Compensation Committee of the Board, which has full authority to make, administer and interpret such rules and regulations regarding the ESPP as it deems advisable.

Eligibility. Other than officers of the Company who are subject to reporting requirements under Section 16(a) of the Exchange Act, any employee of the Company or its subsidiaries whose customary employment is for at least twenty (20) hours per week and at least five (5) months in any calendar year is eligible to participate in the ESPP, so long as the employee is employed on the first day of the applicable offering period. No person who owns or holds, or as a result of participation in the ESPP would own or hold, common stock or options to purchase common stock, that together equal 5% or more of the total number of shares of common stock outstanding is entitled to participate in the ESPP. No employee may exercise an option granted under the ESPP that permits the employee to purchase common stock of the Company having a value of more than $25,000 (determined using the fair market value of the stock at the time such option is granted) in any calendar year, nor may any employee purchase more than 2,500 shares of Company common stock during an offering period.

Participation; Payroll Deductions. Participation in the ESPP is limited to eligible employees who complete the enrollment process in the enrollment portal maintained by the designated securities brokerage firm assisting with ESPP recordkeeping and brokerage services. At the time an employee enrolls, he or she shall elect to have payroll deductions made on each payday during an offering period in an amount not less than $25 and not more than $2,500 (or such other amounts as the Compensation Committee may establish from time to time) of such employee’s base, straight-time gross earnings, commissions, and annual bonuses (exclusive of payments for overtime, shift premium,

LiveRamp Holdings, Inc. Notice of 2022 Annual Meeting and Proxy Statement   29

incentive compensation, incentive payments and other compensation) on each payday during the offering period. There are currently approximately 1,150 employees who are eligible to participate in the ESPP. Once an employee becomes a participant in the ESPP, that employee will automatically participate in successive offering periods, as described below, until such time as that employee submits a plan election change, withdraws from the ESPP, becomes ineligible to participate in the ESPP, or his or her employment ceases.

Offering Periods. Unless another period (not to exceed 27 months) is otherwise determined by the Compensation Committee, each offering of common stock under the ESPP will be for a period of six months, which we refer to as an “offering period.” Offerings under the ESPP generally begin on the first business day occurring on or after each June 1 and December 1 and will end on the last business day occurring on or before the following November 30 and May 31, respectively. Shares are purchased on the last day of each offering period, with that day being referred to as a “purchase date.” If the last day of the offering period falls on a day on which the NYSE or the national stock exchanges are not open for trading, the purchase date will be the trading date immediately preceding the last date of the offering period. The Compensation Committee may establish different offering periods or purchase dates under the ESPP.

Purchase Price. On the first day of an offering period, employees participating in that offering period shall be granted an option to purchase shares of our common stock. On the purchase date of each offering period, the employee is deemed to have exercised the option, at the purchase price, to the extent of accumulated payroll deductions. The option purchase price is equal to the lesser of  (i) not less than 85% or greater than 100% of the fair market value per share of our common stock on the first day of the offering period, or (ii) not less than 85% or greater than 100% of the fair market value per share of our common stock on the purchase date.

Subject to certain limitations, the number of shares of our common stock a participant purchases in each offering period is determined by dividing such participant’s payroll deductions accumulated on such purchase date and retained in the participant’s payroll deduction account as of the purchase date by the applicable purchase price. In general, if an employee is no longer a participant on a purchase date, the employee’s option will be automatically terminated, and the amount of the employee’s accumulated payroll deductions will be refunded.

Terms of Participation. Except as may be permitted by the Compensation Committee in advance of an offering, a participant may decrease the amount of his or her payroll deductions or contributions only once during any offering period by completing a plan election change in the enrollment portal authorizing a change in payroll deduction or contribution, except that a participant may suspend payroll deductions or contributions at any time during an offering period, including after an election to decrease payroll contributions. A participant may increase the amount of his or her payroll deductions or contributions only with respect to subsequent offering periods.

A participant may withdraw from an offering period up to 15 days before the end of the offering period without affecting his or her eligibility to participate in future offering periods by giving written notice to the Company. All of the participant’s payroll deductions or contributions credited to his or her account during the offering period will be paid to such participant as soon as practicable after receipt of notice of withdrawal. If a participant withdraws from an offering period, that participant may not again participate in the same offering period, but may enroll in subsequent offering periods by submitting a new enrollment request through the enrollment portal during the next open enrollment window.

Term, Amendments and Termination. The ESPP will continue until such date as the shares available for issuance under the ESPP are depleted, unless earlier terminated by the Board, Compensation Committee or an authorized subcommittee of the Board. The Board, Compensation Committee or an authorized subcommittee may, in its discretion, at any time, terminate or amend the ESPP. Upon termination of the ESPP, all amounts in the accounts of participating employees will be refunded.

New Plan Benefits

Since participation in the ESPP is voluntary, the benefits or amounts that will be received by or allocated to any individual or group of individuals under the ESPP in the future are not determinable.

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Securities Authorized for Issuance Under Equity Compensation Plans

The table and narrative disclosure included above on page 19 in Proposal No. 2 under the heading “Equity Compensation Plan Information” is incorporated herein by reference.

Summary of Federal Income Tax Consequences

The following is only a summary of the effect of the United States income tax laws and regulations upon an employee and us with respect to an employee’s participation in the ESPP. This summary does not purport to be a complete description of all federal tax implications of participation in the ESPP, nor does it discuss the income tax laws of any municipality, state or foreign country in which a participant may reside or otherwise be subject to tax.

A participant in the ESPP recognizes no taxable income either as a result of participation in the ESPP or upon exercise of an option to purchase shares of our common stock under the terms of the ESPP.

If a participant disposes of shares purchased upon exercise of an option granted under the ESPP within two years from the first day of the applicable offering period or within one year from the purchase date, which we refer to as a “disqualifying disposition,” the participant will realize ordinary income in the year of that disposition equal to the amount by which the fair market value of the shares on the date the shares were purchased exceeds the purchase price. The amount of ordinary income will be added to the participant’s basis in the shares, and any additional gain or resulting loss recognized on the disposition of the shares will be a capital gain or loss. A capital gain or loss will be long-term if the participant’s holding period is more than 12 months, or short-term if the participant’s holding period is 12 months or less.

If the participant disposes of shares purchased upon exercise of an option granted under the ESPP at least two years after the first day of the applicable offering period and at least one year after the purchase date, the participant will realize ordinary income in the year of disposition equal to the lesser of  (1) the applicable discount (currently 15%) of the fair market value of the common stock on the first day of the offering period in which the shares were purchased, or (2) the excess of the amount actually received for the common stock over the amount paid. The amount of any ordinary income will be added to the participant’s basis in the shares, and any additional gain recognized upon the disposition after that basis adjustment will be a long-term capital gain. If the fair market value of the shares on the date of disposition is less than the purchase price, there will be no ordinary income and any loss recognized will be a long-term capital loss.

The Company is generally entitled to a tax deduction in the year of a disqualifying disposition equal to the amount of ordinary income recognized by the participant because of that disposition. In all other cases, the Company is not allowed a deduction.

Board of Directors’ Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE PROPOSAL TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE UNDER THE ESPP.

LiveRamp Holdings, Inc. Notice of 2022 Annual Meeting and Proxy Statement   31

Proposal Overview

In accordance with Rule 14a-21 under the Securities Exchange Act of 1934, the Company requests that our shareholders approve on a non-binding, advisory basis the compensation of the Company’s “Named Executive Officers” identified in the section titled “Compensation Discussion and Analysis” set forth below in this Proxy Statement.

In accordance with the Company’s compensation philosophy, our compensation programs are designed to attract, retain and motivate the management team to achieve the Company’s business goals on an annual and a long-term basis. Key objectives of our compensation programs are to:

•

Align the interests of our executive officers, including our Named Executive Officers, with those of our shareholders;

​

•

Consider shareholder feedback when making compensation decisions;

​

•

Maintain transparent compensation arrangements that provide a strong link between compensation and performance and motivate our executive officers, including our Named Executive Officers, to achieve the highest level of performance; and

​

•

Attract and retain exceptional executive officers, including our Named Executive Officers, through clear, market-based compensation plans and arrangements.

​

Details concerning how we implement our compensation philosophy, and how we structure our compensation programs to meet the objectives listed above, are provided in the “Compensation Discussion and Analysis” below. In particular, we discuss how we design performance-based compensation programs and set compensation targets and other objectives to maintain a close correlation between executive pay and Company performance.

In light of the foregoing, we ask that shareholders vote FOR the following resolution:

“RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the Company’s Named Executive Officers, as disclosed in the Company’s Proxy Statement for the 2022 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table, and the other related tables and disclosures.”

While this vote is advisory and therefore not binding on the Company, the Compensation Committee or the Board, we value the opinions of our shareholders. Accordingly, the Compensation Committee or the Board will take the results of this vote under advisement and will consider our shareholders’ concerns when making future decisions regarding the Company’s executive compensation programs.

The Company’s current policy is to provide shareholders with an opportunity to approve the compensation of the Named Executive Officers each year at the Annual Meeting of Shareholders. Accordingly, the next such vote is expected to occur at the 2023 Annual Meeting of Shareholders.

Board of Directors’ Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE RESOLUTION TO APPROVE, ON AN ADVISORY, NON-BINDING BASIS, THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.

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The Audit/Finance Committee has selected KPMG LLP (“KPMG”) to serve as independent auditor for fiscal year 2023, and the shareholders are being asked to ratify this action. We anticipate that a representative of KPMG will be present at the 2022 Annual Meeting and will have the opportunity to make a statement at the meeting if he or she desires to do so and to respond to appropriate questions.

Fees Billed for Services Rendered by Independent Auditor

The following table presents fees billed for professional audit services rendered by KPMG for the audits of the Company’s annual financial statements for the fiscal years ended March 31, 2022 and March 31, 2021, and fees billed for other services rendered by KPMG.

​

1.

Audit fees relate to professional services rendered in connection with the audit of our annual financial statements, the audit of our internal control over financial reporting, quarterly reviews of financial statements included in our Forms 10-Q and 10-K, and audit services provided in connection with other statutory and regulatory filings.

​

2.

Other fees include access to a KPMG online research tool for accounting and financial reporting rules and guidance and membership in a KPMG IT industry organization for fiscal year 2022.

​

Audit/Finance Committee Pre-Approval Policy

The Audit/Finance Committee has adopted a policy for the pre-approval of engagements for audit, audit-related and non-audit services by the independent auditor. The policy requires that the committee pre-approve all audit services and audit-related services to be performed by the independent auditor. Pre-approvals of engagements of  $150,000 or less may be made by the chairman of the Audit/Finance Committee so long as a report of the engagement is made to the full committee at its next quarterly meeting following the engagement, at which time the actions of the chairman are submitted for ratification. In connection with any proposed engagement for non-audit services, the scope, nature and anticipated fees for such services must be agreed upon by management and the external auditor, who then must obtain the consent of the chairman of the Audit/Finance Committee to proceed with the proposed engagement. Upon the chairman’s consent, the independent auditor is authorized to enter into an engagement letter with the Company to conduct the non-audit services in accordance with the terms and conditions approved by the chairman. All audit and non-audit services reflected in the table above were pre-approved by the Audit/Finance Committee in accordance with the policy, and none were approved pursuant to the de minimis exception provided in Rule 2-01(c)(7)(i) of Regulation S-X promulgated by the SEC.

Board of Directors’ Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE RATIFICATION OF THE SELECTION OF KPMG AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR FISCAL YEAR 2023.

If the shareholders fail to ratify this appointment, the Audit/Finance Committee will reconsider whether to retain KPMG or another firm without resubmitting the matter to our shareholders. Even if the appointment is ratified, the Audit/Finance Committee may, in its discretion, direct the appointment of a different independent auditor at any time during the year if it determines that such change would be in the Company’s best interests and in the best interests of our shareholders.

LiveRamp Holdings, Inc. Notice of 2022 Annual Meeting and Proxy Statement   33

This report provides information concerning the Audit/Finance Committee of the Board. The Audit/Finance Committee is comprised entirely of independent directors, as defined and required by applicable NYSE listing standards. The current members are Ms. Chow (Chair), Mr. Fox and Ms. Tomlin.

The primary function of the Audit/Finance Committee is to represent and assist the Board in fulfilling its oversight responsibilities regarding the Company’s financial reporting and accounting practices, including the integrity of the Company’s financial statements; the Company’s compliance with legal and regulatory requirements; the independent public accountant’s qualifications and independence; the performance of the Company’s internal auditors and independent public accountant; and the preparation of this report that SEC rules require be included in the Company’s annual Proxy Statement. In addition, the Audit/Finance Committee monitors all major financial matters pertaining to the Company, assists the Board in long-range financial planning, and makes recommendations regarding the Company’s capital and debt structure. It oversees the management of certain of the Company’s risks, including the Company’s exposures in the areas of finance and accounting; legal, regulatory and ethical compliance; internal controls; IT security; cybersecurity; insurance coverages; business continuity plans; and the implications, if any, on the civil rights of protected classes of individuals and the potential impact of such issues on the Company’s business, operations and reputation. The Audit/Finance Committee also recommends and prioritizes capital and financial commitments, monitors related performance measurements, and reviews annual operating and capital budgets as well as large capital and unbudgeted expenditures. Proposed acquisitions and divestitures are reviewed by the Audit/​Finance Committee, and it makes recommendations regarding the Company’s hedging, dividend and tax policies. The Audit/Finance Committee performs this work pursuant to a written charter approved by the Board. The charter is available on the Company’s website at www.LiveRamp.com. The committee has implemented procedures to assist it during the course of each fiscal year in devoting the attention that is necessary and appropriate to each of the matters assigned to it under its charter.

On a quarterly basis, the Audit/Finance Committee meets separately with the Company’s internal auditors and KPMG, the Company’s independent public accountant, without management present, to discuss the results of their audits and reviews, their evaluations of the Company’s internal controls over financial reporting, and the overall quality of the Company’s financial reporting. The committee also meets separately with the Company’s Chief Financial Officer when needed. Following these separate discussions, the committee members have the opportunity each quarter to meet in executive session outside the presence of management and the auditors if such a session is requested by any member.

Management of the Company is responsible for the preparation and presentation of the Company’s financial statements, the Company’s accounting and financial reporting principles and internal controls, and procedures that are designed to provide reasonable assurance regarding compliance with accounting standards and applicable laws and regulations. The Company’s independent public accountant is responsible for auditing the Company’s financial statements and expressing opinions as to the financial statements’ conformity with generally accepted accounting principles and the effectiveness of the Company’s internal control over financial reporting.

In the performance of its oversight function, the Audit/Finance Committee has reviewed and discussed with management and KPMG the audited financial statements for the year ended March 31, 2022, management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of March 31, 2022, and KPMG’s evaluation of the Company’s internal control over financial reporting as of that date. The committee has also discussed with KPMG the matters that the independent public accountant must communicate to the committee under applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”).

With respect to the Company’s independent public accountant, the Audit/Finance Committee, among other things, discussed with KPMG matters relating to its independence and has received the written disclosures and the letter from KPMG required by applicable provisions of the PCAOB regarding KPMG’s communications with the committee concerning independence. The Audit/Finance Committee reviews and approves the annual audit fees in advance. The Audit/Finance Committee or its Chair, to whom authority has been delegated by the committee, reviews and approves in advance all non-audit services provided to the Company by KPMG, as well as any changes in annual audit fees. Any fee approvals made by the Chair pursuant to such delegation of authority are subsequently discussed and submitted for ratification by the full Audit/Finance Committee at its next quarterly meeting.

34

The Audit/Finance Committee annually reviews the independence and performance of KPMG, including its lead audit partner and engagement team, in connection with the Committee’s responsibility for the appointment and oversight of the Company’s independent public accountant and determines whether to re-engage KPMG or consider other audit firms. In doing so, the committee considers, among other things, the quality and efficiency of KPMG’s historical and recent performance on the Company’s audit, KPMG’s capability and expertise, the quality and candor of communications and discussions with KPMG, the ability of KPMG to remain independent, external data relating to audit quality and performance (including recent PCAOB reports on KPMG and its peer firms), and the appropriateness of fees charged. The committee also considers KPMG’s tenure as the Company’s independent public accountant and its representatives’ familiarity with the Company’s operations, businesses, accounting policies and practices, and internal control over financial reporting. KPMG has been the Company’s independent public accountant since fiscal year 2003, during which time seven lead engagement partners have served on the Company’s account. In conjunction with the rotation of the independent public accountant’s lead engagement partner, which currently occurs at least every five years, the Audit/Finance Committee is involved in the selection of KPMG’s lead engagement partner. The next mandatory rotation for KPMG’s lead engagement partner is scheduled to occur in fiscal year 2027. Based upon the foregoing considerations, the Audit/Finance Committee believes that the continued retention of KPMG to serve as the Company’s independent public accountant is in the best interests of the Company and its shareholders.

Based on the reviews and discussions referred to above, the Audit/Finance Committee recommended to the Board that the audited consolidated financial statements for the year ended March 31, 2022, be included in LiveRamp’s Annual Report on Form 10-K for the year ended March 31, 2022, for filing with the SEC.

Submitted by the Audit/Finance Committee

Vivian Chow, Chair
Richard P. Fox
Debora B. Tomlin

LiveRamp Holdings, Inc. Notice of 2022 Annual Meeting and Proxy Statement   35

The following table sets forth information as of June 13, 2022, with respect to the beneficial ownership of our common stock by:

•

each of our directors, nominees and named executive officers individually;

​

•

all of our directors, nominees and executive officers as a group; and

​

•

each person who is known to us to beneficially own more than 5% of our common stock.

​

Unless otherwise indicated, the address of each person named in the table below is c/o LiveRamp Holdings, Inc., 225 Bush Street, 17th Floor, San Francisco, CA 94104, and each beneficial owner named in the table has sole voting and sole investment power with respect to all shares beneficially owned. The percentage listed in the column entitled “Percentage of Class” is calculated based on 68,969,242 shares of our common stock issued and outstanding as of June 13, 2022. This number excludes 81,749,795 shares held in treasury.

The amounts and percentages of common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of the security, or “investment power,” which includes the power to dispose of or to direct the disposition of the security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which that person has no economic interest.

36

​

*

Denotes less than 1%.

​

1.

Includes 465,639 shares subject to options which are currently exercisable, all of which are in the money.

​

2.

Includes 5,209 shares subject to options which are currently exercisable, all of which are in the money.

​

3.

Mr. Panama resigned from his role as Chief Commercial Officer effective June 1, 2022 and is no longer affiliated with the Company. As a result, no current information on his holdings of LiveRamp common stock is available. As of February 23, 2022, the date of Mr. Panama’s most recent Form 4, he held 65,074 shares.

​

4.

Mr. Pann resigned from his role as the Company’s Chief Product Officer effective February 28, 2022. As of September 9, 2021, the date of Mr. Pann’s most recent Form 4, he held 85,342 shares.

​

5.

Includes 470,848 shares subject to options which are currently exercisable, all of which are in the money.

​

6.

This information is based solely upon information contained in a Schedule 13G/A filed on January 27, 2022. According to the Schedule 13G/A, BlackRock, Inc. has sole voting power over 8,215,588 of the reported shares, no shared voting power with respect to any reported shares and sole dispositive power over all reported shares through its control of certain direct and indirect subsidiaries listed on Exhibit A attached to the Schedule 13G/A.

​

7.

This information is based solely upon information contained in a Schedule 13G/A filed on February 10, 2022. According to the Schedule 13G/A, The Vanguard Group has sole voting power over none of the reported shares, shared voting power over 54,884 of the reported shares, sole dispositive power over 6,514,477 of the reported shares, and shared dispositive power over 115,885 of the reported shares.

​

8.

This information is based solely upon information contained in a Schedule 13G filed on February 4, 2022. According to the Schedule 13G, Wellington Management Group LLP has sole voting power over none of the reported shares, shared voting power over 3,768,064 of the reported shares and shared dispositive power over all reported shares.

​

LiveRamp Holdings, Inc. Notice of 2022 Annual Meeting and Proxy Statement   37

In connection with its function to oversee the Company’s executive compensation program, the Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis section of this Proxy Statement with management. Based on its review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2022 and Proxy Statement on Schedule 14A for the 2022 Annual Meeting of Shareholders for filing with the SEC.

Submitted by the Compensation Committee

Timothy R. Cadogan, Chair
Richard P. Fox
Omar Tawakol
Debora B. Tomlin

At the end of fiscal year 2022, the Compensation Committee consisted of Mr. Cadogan (Chair), Mr. Fox, Mr. Tawakol and Ms. Tomlin. All members of the Compensation Committee, while serving as members of that committee during fiscal year 2022, were independent directors, and no member was an officer or employee of the Company or a former officer or employee of the Company. No member of the Compensation Committee serving during fiscal year 2022 was party to a transaction, relationship or arrangement requiring disclosure under Item 404 of Regulation S-K. During fiscal year 2022, none of our executive officers served on the Compensation Committee (or its equivalent) or board of directors of another entity whose executive officer served on our Compensation Committee or Board.

38

​	Named Executive Officers	​	​	​	​	39	​	​
​	Executive Summary	​	​	​	​	39	​	​
​	Fiscal 2022 Executive Compensation Highlights	​	​	​	​	40	​	​
​	Fiscal 2022 Business Performance	​	​	​	​	41	​	​
​	Say-on-Pay Results and Shareholder Engagement	​	​	​	​	42	​	​
​	Executive Compensation Program	​	​	​	​	43	​	​
​	Program Objectives	​	​	​	​	43	​	​
​	Pay-for-Performance Philosophy	​	​	​	​	45	​	​
​	Compensation Policies and Practices	​	​	​	​	47	​	​

​	Operations of the Compensation Committee	​	​	​	​	47	​	​
​	Decision-Making Process	​	​	​	​	47	​	​
​	Peer Group Philosophy	​	​	​	​	50	​	​
​	Individual Compensation Elements	​	​	​	​	50	​	​
​	Individual Pay Decisions	​	​	​	​	50	​	​
​	Base Salary	​	​	​	​	51	​	​
​	Annual Cash Incentive Plan	​	​	​	​	51	​	​
​	Long-Term Incentive Compensation	​	​	​	​	54	​	​
​	Compensation Arrangements for Mr. Pann	​	​	​	​	56	​	​
​	Prior Performance Attainment Status	​	​	​	​	56	​	​
​	Other Compensation Topics	​	​	​	​	57	​	​

Named Executive Officers

This Compensation Discussion and Analysis describes the compensation program for our Named Executive Officers (collectively the “Named Executive Officers” or “NEOs”) for fiscal 2022, which ended on March 31, 2022. The following individuals constitute our NEOs for fiscal 2022:

​

1.

On April 29, 2022, the Company announced that Mr. Panama would resign as the Company’s Chief Commercial Officer effective June 1, 2022.

​

2.

On February 28, 2022, Mr. Pann resigned his position as Chief Product Officer of the Company and agreed to provide certain consulting services to the Company for the six months following his resignation. For more information, see the section below titled “Compensation Arrangements for Mr. Pann.”

​

Executive Summary

In fiscal 2022 the Company grew revenue 19% year over year and achieved several strategic objectives we believe are important for long-term shareholder value creation. We improved our gross profit through meaningful cost reduction, resulting in a year over year increase of 27% in GAAP gross profit and net cash provided by operating activities was $78 million compared to net cash used in operating activities of  $21 million in the prior fiscal year. We also realigned our organization to drive added focus and speed, and at the same time returned over $59 million in capital to our shareholders through our share repurchase program. Even with outstanding financial performance, our share price declined 28% from $51.88 at the start of the fiscal year to $37.39 at the end of the fiscal year. Because of continued pressure on our stock price and LiveRamp’s ongoing commitment to align executive pay with performance and shareholder interests, the Compensation Committee took numerous actions as described in the Fiscal 2022 Executive Compensation Highlights section below.

LiveRamp Holdings, Inc. Notice of 2022 Annual Meeting and Proxy Statement   39

Fiscal 2022 Executive Compensation Highlights​

Performance-Based Compensation Aligned to Declining Shareholder Returns

A large portion of our executive pay opportunity was 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 (“Annual CIP”) that directly align to internal growth and profitability measures and total shareholder return relative to benchmarks.

Long-Term Awards

In fiscal 2022, all of our Relative TSR PSUs granted in fiscal 2020 were forfeited because they did not meet the minimum thresholds for performance, which is directly tied to declines in shareholder returns over the 3-year measurement period. In addition, 3-year revenue growth performance awards were granted specifically to our CEO in 2019 that were forfeited because they did not meet the minimum threshold revenue growth targets. The Compensation Committee determined not to apply any adjustments to our awards based on the impact of COVID-19 and maintained the 0% attainment determination due to minimum performance thresholds not being met.

Short-Term Awards

In fiscal 2022, our Annual CIP resulted in a positive attainment of 156.5%, but the Compensation Committee used slight negative discretion for all eligible executive officers to help fund our one-time profit-sharing bonus disclosed below.

For our CEO, performance related payouts resulted in a significant 85% or $6.7M reduction in actual realizable compensation compared to target performance-based compensation in 2022. The Compensation Committee believes that the results of our CEO’s 2022 actual realizable compensation reflects our ongoing commitment to align executive pay with performance and shareholder interests as shown below:

1.

We use targeted compensation to mean the sum of annual base salary, target STI Plan incentive, and the values approved by the Compensation Committee and used to determine the number of shares subject to the equity awards granted to the executive during the year (at the “target” level of performance in the case of the PSUs).

​

2.

We use actual realizable compensation to mean the sum of annual base salary, actual STI Plan attained incentive, and the attained value of PSUs granted in 2019 at zero given minimum performance thresholds were not met. The PSUs awarded in 2022 are not included because they have not vested and the 2022-2024 performance period applicable to these awards is open.

​

Executive Officer Turnover and Retention

The labor market in our industry has historically been very competitive due to the limited number of candidates available with the necessary technical skills and experience. Competition for talent has intensified in recent years and, like many companies, we are experiencing increased turnover in our employee population, including with our executive officers. Our growth strategy and future success are highly dependent on the talent we have in our organization, and the complexity of the products and services we provide to our customers requires highly-trained professionals. Equity compensation awards are an important tool in recruiting, retaining and motivating these highly skilled individuals that are critical to our success. To maintain the competitiveness of our total compensation package, we are strongly recommending that shareholders approve an increase in the number of shares available for issuance under our 2005 Plan (Proposal No. 2).

40

Redesign of our “Rule of 40” PSU Awards

Based on shareholder feedback related to our Rule of 40 PSU plan design, the Compensation Committee took action to simplify the design of the fiscal 2023 Rule of 40 awards and to ensure a long-term strategic outlook by eliminating the quarterly performance periods and replacing them with three discrete, non-overlapping annual performance periods over the full three-year period. Final attainment of these awards is based on the average annual results over the three-year performance period.

One-Time Profit-Sharing Bonus

The CEO allocated a portion of the Fiscal 2022 Cash Incentive Plan pool to fund an approximately $2 million one-time profit sharing special incentive payout to non-bonus-eligible employees. Our CEO believed that this action would increase workforce engagement by recognizing the contributions of non-bonus-eligible employees in a challenging and uncertain economic environment. The payout was made at the same time as our Fiscal 2022 Cash Incentive Plan paid out in June of 2022 and went to approximately 565 non-bonus-eligible employees who received on average 3-4% of base pay. Our CEO also believed that, ultimately, this action was in the best interest of our shareholders as it helps with broad-based retention efforts to ensure business continuity.

Fiscal 2022 Business Performance​

Key Business and Financial Results from Fiscal 2022:

•

Total revenue was $529 million, up 19%.

​

•

Subscription revenue was $429 million, up 20%, and contributed 81% of total revenue.

​

•

Marketplace & Other revenue was $100 million, up 16%.

​

•

GAAP gross profit was $381 million, up 27%

​

•

Net cash provided by operating activities was $78 million compared to net cash used in operating activities of $21 million in the prior fiscal year.

​

•

In fiscal 2022, LiveRamp repurchased approximately 1.3 million shares for $59 million, including approximately 220,000 shares for $9 million in the fourth quarter. In total, since the inception of the share repurchase program in August 2011, the Company has returned over $1.2 billion in capital to shareholders.

​

Business Overview

LiveRamp is a global technology company with a vision of making it safe and easy for companies to use data. We provide a best-in-class enterprise data enablement platform that helps organizations better leverage customer data within and outside their four walls. Powered by core identity capabilities and an extensive network, LiveRamp enables companies and their partners to better connect, control, and activate data to transform customer experiences and generate more valuable business outcomes.

Companies want to enable better decisions, improve return on investment and deliver better experiences to their customers — and it all begins with data. However, given the rapid adoption of new platforms and channels, enterprise marketers remain plagued by fragmented data — resulting in a shallow, incomplete or incorrect understanding of the people with whom they do business. Data today is still too hard to access, too hard to make sense of and too hard to activate across all the touchpoints where it could power better decision-making and better experiences. Data fragmentation is one of the key reasons companies struggle to deliver relevant, consistent, and meaningful experiences to their customers. Our mission is to break down silos and make data safe and easy to use. Leveraging our core capabilities in data access, identity resolution, connectivity and data stewardship, we create the foundation from which the ecosystem can deliver innovative products and services.

We are middleware for the customer experience economy. LiveRamp provides the trusted platform that sits in between customer data and the thousands of applications that data could power. We make data consistent, consumable, and portable. We ensure the seamless connection of data to and from the customer experience applications our customers use and the partners with which they collaborate. We empower businesses to make data more accessible and create richer, more meaningful experiences for their customers.

LiveRamp Holdings, Inc. Notice of 2022 Annual Meeting and Proxy Statement   41

LiveRamp is a category creator, thought leader and innovator in how data is used to power the customer experience. Key elements of our growth strategy include:

•

Grow our Customer Base. We have strong relationships with many of the world’s largest brands, agencies, marketing technology providers, publishers and data providers. Today, we work with 905 direct customers globally; however, we believe our target market includes the world’s top 2,000 marketers, signaling there is still a significant opportunity to add new customers to our roster. We expect to continue making investments in growing our sales and customer success team to support this strategy.

​

•

Expand Existing Customer Relationships. A key growth lever for our business is the ability to land and expand — or grow existing customer relationships. Our subscription pricing is based on data volume, so over time, as customers expand their usage and leverage their data across more use cases, we are able to grow our relationships. As of March 31, 2022, we worked with 87 clients whose subscription contracts exceed $1 million in annual revenue, and as we continue to expand our coverage beyond programmatic, we expect to see this number grow.

​

•

Continue to Innovate and Extend Leadership Position in Identity. We intend to establish LiveRamp as the standard for consumer-level recognition across the marketing ecosystem, providing a single source of user identity for audience targeting, measurement and personalization.

​

•

Establish LiveRamp as the Trusted, Best and Essential Industry Standard for Connected Data and Collaboration. We intend to continue to make substantial investments in our platform and solutions and extend our market leadership through innovation. Our investments will focus on automation, speed, higher match rates, expanded partner integrations and use cases, and new product development.

​

•

Expand Global Footprint. Many of our customers and partners serve their customers on a global basis, and we intend to expand our presence outside of the United States to serve the needs of our customers in additional geographies. As we expand relationships with our existing customers, we are investing in select regions in Europe and APAC.

​

•

Expand Addressable Market. Historically, our focus has been to enable data-driven advertising for paid media. As customers look to deploy data across additional use cases, we intend to power all customer experience use cases and expand our role inside the enterprise. Advanced TV, B2B and data collaboration are great examples of this strategy. In addition, over time, we intend to pursue adjacent markets beyond marketing, like risk and fraud, healthcare and government, where similar identity and data connectivity challenges exist.

​

•

Build an Exceptional Business. We do not aspire to be mediocre, good, or even great — we intend to be the absolute best in everything we do. We attract and employ exceptional people, challenge them to accomplish exceptional things, and achieve exceptional results for our clients and shareholders. We will do this through six guiding principles:

​

1.

Above all, we do what is right;

​

2.

We love our customers;

​

3.

We say what we mean and do what we say;

​

4.

We empower people;

​

5.

We respect people and time; and

​

6.

We get stuff done.

​

Say-on-Pay Results and Shareholder Engagement​

Each year at the Annual Meeting of Shareholders, we conduct a non-binding, shareholder advisory vote to approve the compensation of our NEOs (commonly known as a “Say-on-Pay” vote). The Compensation Committee considers the results of our annual Say-on-Pay votes in determining our subsequent compensation policies and decisions and engages with our shareholders to obtain additional feedback on our executive compensation program and related pay decisions. At our 2021 annual meeting of shareholders, approximately 84% of the votes cast on the Say-on-Pay proposal were voted in favor of our executive compensation program.

42

Our shareholders’ opinions on how we operate our business are very important to us. In fiscal 2022 we continued our ongoing shareholder engagement efforts. As part of these efforts, we reached out to many of our large shareholders to discuss our executive compensation and governance policies and practices and capital allocation practices. The Compensation Committee gave careful consideration to the feedback received from these shareholders and as part of our ongoing governance process, incorporated the feedback into its decisions regarding the design of our executive compensation program in fiscal 2021 and beyond. Common themes we heard from our shareholder engagement in fiscal 2022 and the resulting actions include the following:

Say-on-Pay Frequency​

At our 2017 Annual Meeting of Shareholders, our shareholders were asked to cast a non-binding, advisory vote on the frequency with which we should hold future Say-on-Pay votes. With regard to this vote, our shareholders cast the highest number of votes for an annual Say-on-Pay vote. As a result of this vote, our Board determined that we will continue to hold annual Say-on-Pay votes. The next vote on the frequency of future Say-on-Pay votes will be held at our 2023 Annual Meeting of Shareholders.

Executive Compensation Program

Program Objectives​

Our objective is to attract, motivate, reward, and retain our executive officers, including our NEOs, in a manner that is transparent, comparable to our peers, and importantly, aligned with shareholder interests. We do so by putting the majority of our NEOs’ annual target total direct compensation “at-risk,” thereby providing rewards only when our performance warrants. Our executive compensation objectives are to:

LiveRamp Holdings, Inc. Notice of 2022 Annual Meeting and Proxy Statement   43

•

Align the interests of our executive officers, including our NEOs, with those of our shareholders;

​

•

Consider shareholder feedback when making compensation decisions;

​

•

Maintain transparent compensation arrangements that provide a strong link between compensation and performance and motivate our executive officers, including our NEOs, to achieve the highest level of performance; and

​

•

Attract and retain exceptional executive officers, including our NEOs, through clear, market-based compensation plans and arrangements.

​

We believe these objectives enable us to reward the performance and contributions of our executive officers, including our NEOs, while maintaining a strong link between executive compensation and company performance, including the execution of our long-term business strategy. The following discussion explains how our executive compensation program achieves these objectives.

Program Framework​

The Compensation Committee applied the framework reflected in the following chart to achieve our executive compensation program objectives in fiscal 2022. The four compensation elements were allocated so that the majority of each NEO’s annual target total direct compensation opportunity was “at-risk” and subject to performance-based requirements. While the exact compensation mix may vary from year to year, the goal is to achieve our compensation objectives as described above.

Base Salary

Base salary represents the “fixed” portion of the compensation of our executive officers, including our NEOs, and is intended to attract and retain highly talented individuals by considering their position, qualifications/experience, performance, market comparators and internal equity. The Compensation Committee reviews the base salaries of our executive officers as part of its annual compensation review and adjusts base salaries as it determines necessary or appropriate.

Annual Cash Incentives

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

44

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.

Long-Term Incentive Compensation

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

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.

Balanced Performance Measures

In addition to our meaningful compensation design framework, the Compensation Committee seeks to select a variety of balanced performance measures, both absolute and relative, to incent increased growth both in the short term and long term. The performance measures used in our fiscal 2022 executive compensation program were as follows:

LiveRamp Holdings, Inc. Notice of 2022 Annual Meeting and Proxy Statement   45

Variable Pay Mix

The target total direct compensation opportunities for our CEO and other our other NEOs reflect our variable “pay for performance” compensation philosophy: 91% of our CEO’s annual target total direct compensation was variable or “at risk,” as well as, on average, 84% of our other NEOs’ annual target total direct compensation, as described below:

1.

Target total direct compensation is the sum of base salary, target annual cash incentive opportunity and target long-term incentive. The actual payouts may differ from the incentive opportunities provided.

​

As reflected in the charts above, we believe that our executive compensation program design incents our NEOs to drive both short-term and long-term growth. To ensure that our executive compensation program remains aligned with shareholder interests, the Compensation Committee regularly evaluates the relationship between the reported values of the equity awards granted to our NEOs, the amount of compensation realizable (and, ultimately, realized) from such awards in subsequent years, and our total shareholder return (“TSR”) over the relevant period.

While we disclose the estimated values of these equity awards in our Summary Compensation Table at the time of grant for each covered fiscal year, the actual economic value of these awards that may be realizable by our NEOs will vary, often significantly, based on the performance of our common stock.

We believe our executive compensation program holds our executive officers accountable for delivering on the financial objectives we have communicated to our shareholders, and appropriately balances the goals of attracting, motivating, rewarding, and retaining our NEOs and other executive officers, and that it therefore promotes stability in our leadership team.

46

Compensation Policies and Practices​

We endeavor to maintain sound executive compensation policies and practices, including compensation-related corporate governance standards, consistent with our executive compensation philosophy. During fiscal 2022, we maintained the following executive compensation policies and practices, including those designed to drive performance and others to prohibit or discourage behaviors that we do not believe serve shareholders’ long-term interests:

Operations of the Compensation Committee

Decision-Making Process​

The Compensation Committee discharges the responsibilities of our Board relating to the compensation of our executive officers, including our NEOs. The Compensation Committee is responsible for overseeing the design, development, and implementation of our executive compensation program and all related policies and practices. The

LiveRamp Holdings, Inc. Notice of 2022 Annual Meeting and Proxy Statement   47

Compensation Committee leverages the following stakeholders for input, guidance, and expertise to ultimately approve or make recommendations with respect to the compensation of our executive officers in the best interests of our shareholders:

48

Risk Assessment

The Compensation Committee regularly reviews and considers risks associated with our compensation philosophy and executive compensation program. The program is designed with features that the Compensation Committee believes mitigate risk without diminishing the motivational incentive of variable compensation. Our compensation program encourages and rewards prudent business judgment and appropriate risk-taking over the short and long term.

In fiscal 2022, the company conducted, and the Compensation Committee reviewed, a comprehensive risk assessment of all the company’s compensation programs. The risk assessment included an inventory of incentive programs and features such as metrics, clawback provisions, maximum payments, thresholds and other risk mitigation features. Management and the Compensation Committee do not believe any of the Company’s compensation programs create risks that are likely to create a material adverse impact on the Company.

Role of Compensation Advisor

As permitted in its charter, the Compensation Committee engages an external compensation consultant to assist it by providing information, analysis, and other advice relating to our executive compensation program and the decisions resulting from its annual executive compensation review. The Compensation Committee directly engages the compensation consultant under an engagement letter that the Compensation Committee reviews at least annually.

The Compensation Committee has retained Compensia, a national compensation consulting firm, to serve as its compensation consultant. The compensation consultant reports, and is directly accountable, to the Compensation Committee, and the Compensation Committee has the sole authority to retain, terminate, and obtain the advice of its compensation consultant at the Company’s expense.

The Compensation Committee selected Compensia as its compensation consultant because of the firm’s expertise and reputation and the fact that it provides no services to us other than its services to the Compensation Committee, has no other ties to management that could jeopardize its independent status, and has strong internal governance policies (including a conflicts of interest policy) that help ensure that it maintains its independence. Based upon its review of the factors set forth in the listing standards of the NYSE and relevant SEC rules, the Compensation Committee has determined that the work of Compensia does not give rise to any conflict of interest.

In fiscal 2022, Compensia did not provide any other services to us other than the consulting services to the Compensation Committee. The Compensation Committee annually reviews the objectivity and independence of its compensation advisors.

Process for Determining CEO Compensation

Each year, the Board evaluates our CEO’s performance relative to our strategic plan, operating goals, compensation philosophy, and key performance indicators relating to executive compensation. Our executive compensation objectives include maintaining competitive pay, linking pay to performance, promoting the creation of shareholder value, and encouraging retention. The Compensation Committee considers the results of this evaluation. In consultation with its compensation consultant, the Compensation Committee also considers general market conditions and specific industry trends. The Compensation Committee reviews each element of our CEO’s compensation, his employment agreement, and his historical compensation levels to evaluate his target total direct compensation opportunity and assists our Board in assessing our CEO’s total compensation. The Compensation Committee also considers our business results and the other factors described above. In fiscal 2022, recommendations from the Compensation Committee with respect to the compensation of our CEO were submitted to the independent members of our Board for approval. Our CEO does not participate in decisions regarding his own compensation.

Process for Determining Compensation of Other NEOs

Each year, our CEO evaluates the performance of each of our other NEOs. Our CEO makes a recommendation for the compensation of each NEO to the Compensation Committee based upon his evaluation and a market analysis supplied by the Compensation Committee’s compensation consultant. The Compensation Committee considers our CEO’s recommendation relative to our strategic plan, operating goals, compensation philosophy, and performance

LiveRamp Holdings, Inc. Notice of 2022 Annual Meeting and Proxy Statement   49

against key strategic performance indicators. In consultation with its compensation consultant, the Compensation Committee also considers general market conditions and specific industry trends.

Peer Group Philosophy​

The Compensation Committee annually reviews compensation levels and practices against our peer set of Software and Services companies. In November 2020, with the assistance of its compensation consultant, the Compensation Committee re-examined the then-existing compensation peer group to reflect the changes in our business, revenue and market capitalization. Based on this exercise, the Compensation Committee approved a revised compensation peer group consisting of the following companies for use in fiscal 2022:

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 2x our last four fiscal quarters’ revenue (approximately $199 million to $994 million)

​

•

Similar market capitalization  —  approximately 0.3x to 3.0x our market capitalization (approximately $1.1 billion to $11.3 billion)

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Industry affiliation  —  application software, internet services and infrastructure, systems software

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Similar business focus  —  Cloud/SaaS, Business-to-Business

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To analyze the compensation practices of the companies in our compensation peer group, the compensation consultant gathered data from public filings and from a custom cut of peer company data from the appropriate Radford executive compensation survey, drawn from the Radford High Technology Survey. This market data was then used as a reference point for the Compensation Committee to assess our executive compensation levels in the course of its deliberations on compensation forms and amounts.

The Compensation Committee reviews all compensation elements for each of our executive officers compared to the similarly situated executives of our peer group companies. In determining actual pay levels for our executive officers, the Compensation Committee considers data from the companies in the compensation peer group, as well as the other factors described above, in its collective judgment.

The Compensation Committee reviews our compensation peer group at least annually and makes adjustments to its composition, taking into account changes in both our business and the businesses of the companies in the peer group.

Individual Compensation Elements

Individual Pay Decisions​

The Compensation Committee considers the following factors when evaluating and setting the target total direct compensation opportunity for our executive officers, including our NEOs and making recommendations to the independent members of our Board with respect to the target total direct compensation opportunity for our CEO:

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Our performance against the financial and operational objectives established by the Compensation Committee and our Board;

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Each individual’s responsibilities, qualifications, and length of service;

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•

The scope of each NEO’s role compared to other similarly situated executives at companies in our compensation peer group;

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The performance of each individual NEO, based on a subjective 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;

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Compensation parity among our NEOs; and

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The compensation practices of our compensation peer group and the positioning of each NEO’s compensation in a ranking of peer company compensation levels. The Compensation Committee typically establishes target total direct compensation levels within a reasonable range of market median.

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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.

During the course of fiscal 2022, Mr. Pann was both hired and transitioned into a limited consulting role. As a result, we will discuss pay decisions for Mr. Pann in a separate section entitled “Compensation Arrangements for Mr. Pann.”

Base Salary​

In May 2021, the Compensation Committee reviewed the annual base salaries for Mr. Howe, Mr. Jones and Mr. Jenson, which have not been increased since fiscal 2019. Based on such review, the Compensation Committee approved moderate base salary increases for Mr. Jenson and Mr. Jones to better align their total target direct compensation with peer company compensation levels and recommended to the independent directors of our Board that the base salary of Mr. Howe be maintained at its fiscal 2021 level. Base salaries for Mr. Hussain and Mr. Panama were determined in connection with their promotions to Chief Technology Officer and Chief Commercial Officer, respectively. The following tables set forth the base salaries for the NEOs for fiscal 2021 and fiscal 2022, as applicable:

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1.

Mr. Hussain was not an executive officer in fiscal 2021. In connection with his promotion to Chief Technology Officer on August 2, 2021, Mr. Hussain received an increase in base salary to $410,000 effective September 1, 2021.

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2.

Mr. Panama was not an executive officer in fiscal 2021. In connection with his promotion to Chief Commercial Officer on July 14, 2021, Mr. Panama received an increase in base salary to $375,000 effective July 1, 2021.

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Annual Cash Incentive Plan​

In May 2021, the Compensation Committee approved the “Fiscal 2022 CIP.” The Fiscal 2022 CIP provided our CEO and Compensation Committee with the ability to modify individual NEO annual cash incentive payments by up to 30% based on the evaluation of individual performance. All payment adjustments for individual performance were to be approved by the Compensation Committee in its sole discretion. For the Fiscal 2022 CIP, downward discretion was exercised in annual cash incentive payment recommendations for all of the NEOs payment amounts.

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Corporate Performance Measures

The Compensation Committee selected revenue (weighted 60%) and Non-GAAP EBIT (weighted 40%) as the corporate performance measures for the Fiscal 2022 CIP as follows:

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1.

See Schedule 1 on page 61 of this Compensation Discussion and Analysis for a reconciliation of our GAAP revenue to Adjusted Revenue and a reconciliation of our GAAP net income (loss) to non-GAAP EBIT.

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In May 2021, management and the Compensation Committee set the threshold, target, and maximum performance levels and the payment percentages for each of the corporate performance measures. Threshold, target and maximum targets were set consistent with our financial plan for fiscal 2022. Payouts percentages are determined using linear interpolation between the performance levels. The performance levels and funding percentages for fiscal 2022 are set forth in the table below:

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1.

Plan is funded at a minimum of 25% until Non-GAAP EBIT (excluding bonus) threshold of  $3.9M is met and no payouts are made until the $3.9M threshold is met.

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Target Annual Cash Incentive Opportunities

In May 2021, the Compensation Committee reviewed the target annual cash incentive opportunities of for Mr. Howe, Mr. Jones and Mr. Jenson and decided to maintain the target annual cash incentive opportunities (expressed as a percentage of base salary). In August 2021, the Compensation Committee approved the target cash incentive

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opportunities for Mr. Hussain and Mr. Panama, following their promotions. As a result, the target annual cash incentive opportunities of our NEOs for fiscal 2022 were as follows:

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1.

Mr. Panama’s target annual cash incentive opportunity was a commission target equal to 100% of his base salary that consisted of two components of revenue and bookings to align to his Chief Commercial Officer responsibilities.

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Fiscal 2022 CIP Results

The actual financial results for the Fiscal 2022 CIP were (i) adjusted revenues of  $528 million; and (ii) Non-GAAP EBIT of  $68 million, which resulted in performance of 156.5% of target using linear interpolation as set forth in the chart below:

Individual Payments

For the Fiscal 2022 CIP, our CEO took into consideration individual performance differentiation as permitted by the plan to adjust the final payment recommendations to the Compensation Committee for the other NEOs’ Fiscal 2022 CIP payments, as set forth in the table below. Except with respect to Mr. Panama who was on a commission-based plan, the difference between the percentages in the “Actual Payment (% of Target)” column and the “Total Attainment” row in the table above the final payment recommendations of our CEO. These recommendations were based on our CEO’s evaluation of each continuing NEO’s individual contributions for fiscal 2022. In addition, our CEO recommended that a portion of the Fiscal 2022 CIP be allocated to fund an approximately $2 million profit sharing one-time special incentive payout to non-bonus-eligible employees. The Compensation Committee approved our CEO’s recommended payments.

The Compensation Committee also exercised its discretion to adjust its final payment recommendation to the independent members of our Board for our CEO’s Fiscal 2022 CIP payment. The Compensation Committee recommended to the independent members of our Board of Director that the final Fiscal 2022 CIP payment to our CEO be equal to 150% of his target annual cash incentive opportunity. Upon consideration, the independent members of our Board approved this recommendation.

The individual payments made to our NEOs for the Fiscal 2022 CIP were as follows:

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LiveRamp Commission Incentive Plan  —  Mr. Panama

Mr. Panama was a participant in the LiveRamp Commission Plan given his commercial leadership role. Mr. Panama’s target commission opportunity was set at $375,000  —  100% of his base salary  —  which was to be earned in four equal quarterly increments based on pre-established U.S. revenue and bookings targets for the Company in each fiscal quarter. For fiscal 2022, Mr. Panama earned a total commission payment in the amount of  $251,920, which represented 67.2% of his target commission opportunity for fiscal 2022.

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. In fiscal 2022, annual “refresh” equity awards were granted to the NEOs in May 2021. These equity awards included both time-based and performance-based stock awards as described below.

The Compensation Committee determined the amount of long-term incentive compensation for our NEOs (and, in the case of our CEO, formulated its recommendation to the independent members of the Board for his long-term incentive compensation award) as part of its annual compensation review. In making these awards and recommendation, the Compensation Committee took the following factors into consideration:

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a competitive market analysis prepared by its compensation consultant;

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the recommendations of our CEO (except with respect to his own long-term incentive compensation award);

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the outstanding equity holdings of each NEO;

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the projected impact of the proposed awards on our earnings;

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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

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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.

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Annual Equity Award Design

For fiscal 2022, annual “refresh” long-term incentive compensation awards were granted to our NEOs in May 2021 in the form of PSU awards and time-based RSU awards. The awards were weighted more heavily towards PSUs for our CEO, with 60% of his long-term incentive compensation opportunity in the form of PSU awards and 40% in the form of an RSU award. The Compensation Committee believed that weighting our CEO’s long-term compensation opportunity more heavily toward PSUs in comparison to other executives better aligns our CEO’s goals with those of our shareholders. For the other NEOs, their long-term incentive compensation was weighted 50% in the form of PSU awards and 50% in the form of RSU awards, except for Mr. Panama who was not eligible for performance-based awards at the start of fiscal 2022. The equity awards granted to our NEOs in May 2021 were as follows:

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1.

The target number of shares granted in fiscal 2022 as reported in the table above are based on the 20-day trailing average stock price of $48.39 per share on May 18, 2021.

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Fiscal 2022 Time-Based RSU Awards

The fiscal 2022 time-based RSU awards were for shares of our common stock and vest over a four-year period. The RSU awards vest as to 25% 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.

Fiscal 2022 PSU Awards

The fiscal 2022 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 involved a combination of three-year revenue growth percentage and EBITDA margin percentage measured on a quarterly basis, which the Compensation Committee believed is a critical metric in driving shareholder value creation. This performance measure represents 70% of the total value of each award. The second performance measure involves our relative TSR measured against the Russell 2000 Index. This performance measure represents 30% of the total value of each award.

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Rule of 40  —  As noted above, 70% of the target number of shares of our common stock subject to the fiscal 2022 PSU awards are to be earned based on a combination of three-year revenue growth percentage and EBITDA margin percentage. These PSU awards have a potential three-year performance period, commencing on April 1, 2021 and ending on March 31, 2024. Specifically, the awards are eligible to be earned by combining our trailing 12-month (“TTM”) revenue growth and EBITDA margin percentage at the end of each fiscal quarter over a three-year performance period commencing with the fiscal quarter ending June 30, 2022 (which represents the completion of the first TTM 12-month measurement period). For example, TTM revenue growth of 35% and TTM EBITDA margin of  -5% would yield performance of 30% for the purpose of these awards. At the end of each fiscal quarter during the performance period, TTM revenue growth is added to TTM EBITDA margin to determine attainment using the table below.

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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.

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To the extent that 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. The first measurement period will be for the TTM period ending on June 30, 2022.

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Relative TSR  —  Thirty percent of the target number of shares of our common stock subject to the NEOs’ PSU awards are to be earned based on our relative TSR compared to the Russell 2000 Index as measured over a three-year performance period commencing on April 1, 2021 and ending on March 31, 2024. Specifically, the number of shares of our common stock for which these awards may be earned and settled varies based on our TSR relative to the TSR of the Russell 2000 Index, measured by percentile ranking, over the performance period and can range from 0% to 200% of the target number of shares (though the award will be capped at 100% if our TSR is negative). The actual number of shares earned will be determined by the Compensation Committee after the end of the three-year performance period. 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:

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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.

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One-Time Promotional Grants

In addition to their annual “refresh” equity awards, Messrs. Panama and Hussain received one-time grants of time-based RSU awards in connection with their promotions in fiscal 2022, with grant date values of  $1,500,000

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(representing 36,425 shares) and $1,000,000 (representing 21,335 shares), respectively. The RSU awards vest as to 25% 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. The number of RSUs granted to Messrs. Panama and Hussain are based on the 20-day trailing average stock price as of the applicable grant dates.

Compensation Arrangements for Mr. Pann​

On September 7, 2021, Mr. Pann was appointed as the new Chief Product Officer of the Company. In connection with his appointment, Mr. Pann’s base salary was set at $430,000 and he received a signing bonus of  $200,000. In addition, Mr. Pann became eligible for a target cash bonus incentive equal to $332,500 and received stock awards consisting of time-based RSUs with a grant date target value of  $4,000,000 and performance-based awards with a grant date value of  $1,000,000. Both the cash incentive award and the performance-based awards were subject to the same performance metrics and weighting as the other non-CEO, named executive officers’ awards for fiscal 2022, as discussed above.

On February 28, 2022, Mr. Pann resigned from his position as Chief Product Officer. As part of the separation, Mr. Pann agreed to provide certain consulting services for six months following his resignation in exchange for a monthly fee of $10,000, vesting of 23,680 of his time-based RSUs on September 7, 2022 (subject to continued performance under the terms of Mr. Pann’s separation) and payment by the Company of Mr. Pann’s health insurance premiums under COBRA through December 31, 2022. All other equity awards held by Mr. Pann were forfeited upon his resignation. In addition, the Compensation Committee approved a payment of  $332,500 to Mr. Pann, which amount equaled his target annual cash incentive opportunity under the fiscal 2022 CIP.

Prior Performance Award Attainment Status​

FY19-21 Transformational Performance Awards (Rule of 40)

Shortly after the AMS sale in October 2018, certain of our key employees, including Mr. Jenson and Mr. Jones, received one-time transformational PSU awards. These awards were designed to promote and incent the strong, stable leadership team following the AMS Sale. The PSU awards are eligible to be earned quarterly based on our TTM revenue growth and EBITDA margin at the end of each fiscal quarter over a three-year performance period commencing with the fiscal quarter ending June 30, 2019, with the first measurement period ending on June 30, 2020 and the final measurement period ending on September 30, 2022. To the extent that 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. The Compensation Committee certified additional attainment of 38.56% in fiscal 2022, resulting in cumulative attainment of 95.96% of target through March 31, 2022.

Fiscal 2020 PSU Awards — CEO

In May 2019, as part of our annual equity award “refresh” program, the Compensation Committee granted our CEO a PSU award (the “FY20 Refresh PSU Award”) and a special one-time PSU award with a target value of  $4 million (the “Special PSU Award”), of 47,774 shares and 70,075 shares, respectively. These awards were both subject to two performance measures, with 70% of the awards subject to a three-year revenue compound annual growth rate (“CAGR”) and 30% of the awards subject to our relative TSR measured against the Russell 2000 Index.

The Special PSU Award was intended to address the Compensation Committee’s concerns about the retentive hold of our CEO’s outstanding and unvested equity awards. Noting that, at the time of the AMS Sale, certain executive officers (but not our CEO) received one-time “transformational” equity awards to ensure their retention during the transition that our business underwent after the sale and to motivate their performance during this transition period, the Compensation Committee believed that it was in the best interests of the Company and our shareholders to ensure that our CEO had a significant amount of unvested equity in front of him to provide additional motivation for him to continue to lead our business over the next several years. In addition, recognizing that such award should further benefit him only if his performance also resulted in sustained value creation for our shareholders, the Compensation Committee determined that the award should be entirely performance-based.

The CAGR portion of the awards had a three-year performance and vesting period, commencing on April 1, 2019 and ending on March 31, 2022 with possible attainment ranging from 0% to 200% of the target number of shares. In

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May, 2022, based on actual performance, the Compensation approved attainment of 0% for the CAGR portion of the awards. Although many other similarly situated companies applied various COVID-related adjustments to performance measures during this time period, the Compensation Committee and non-employee members of our Board determined not to apply any similar adjustments and maintained the 0% attainment determination for the CEO.

The TSR portion of the awards could be earned based on our relative TSR measured against the Russell 2000 Index measured over a three-year performance period commencing on April 1, 2019 and ending on March 31, 2022. In May 2022, the Compensation Committee reviewed our relative TSR over the performance period and approved a determination of 0% attainment, resulting in no payouts under the awards. Even with the turbulent economic market conditions due to the ongoing pandemic, the Compensation Committee and non-employee members of our Board decided not to make any adjustments to the attainment as they determined this was not aligned to shareholder interests.

Fiscal 2020 PSU Awards — Other Named Executive Officers

In May 2019, as part of our annual equity award “refresh” program, the Compensation Committee granted certain of our other 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, 2019 and ending on March 31, 2022. In May 2022, the Compensation Committee reviewed our relative TSR over the performance period and approved a determination of 0% attainment, resulting in no payouts under the awards. The CEO and Compensation Committee decided not to make any adjustments to the attainment of these awards, as they wanted to emphasize the connection between executive pay and shareholder interests.

Other Compensation Topics

Stock Ownership Guidelines​

As one way of ensuring a strong connection between our executive officers and shareholders’ interests, our executive officers are subject to stock ownership guidelines designed to ensure that they have a meaningful stake in LiveRamp, while acknowledging their need for portfolio diversification. These stock ownership guidelines are as follows:

Generally, each NEO has five years from the date of appointment to attain the required ownership level. In the event of an increase in an executive officer’s base salary, he or she will have one year from the time of the increase to acquire any additional shares needed to meet any increased guidelines resulting from the increased base salary. Under the guidelines, stock ownership includes shares of our common stock purchased on the open market; owned jointly with, or separately by, immediate family members (spouse and dependent children); held in trust for the NEO or an immediate family member; held through any Company-sponsored plan, such as an employee stock purchase plan, a qualified retirement plan, or a supplemental executive retirement plan; obtained through the exercise of stock options; and 50% of the NEO’s unvested RSU awards (after deduction of applicable federal and state taxes).

Failure to meet or, in unique circumstances, to show sustained progress toward meeting the above guidelines may result in a reduction in future equity awards or cash incentive payouts in the form of shares of our common stock. As of March 31, 2022, each of the NEOs that is currently an executive officer of the Company was in compliance with the applicable stock ownership requirement or has until the fifth anniversary of the executive officer’s appointment to attain the required ownership level. Please see the section entitled “Stock Ownership” elsewhere in the Proxy Statement for a presentation of our NEOs’ equity holdings.

Retirement and Welfare Benefits​

Our NEOs are eligible to participate in the same tax-qualified retirement and welfare plans as our other full-time employees. We sponsor a Section 401(k) plan that provides for employer matching contributions which are currently paid in cash. Our NEOs are also eligible to receive retirement benefits through our non-qualified supplemental

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executive retirement plan described below. We believe these benefits are important for attracting, motivating, rewarding, and retaining our NEOs, and are comparable to retirement benefits being provided by companies in our compensation peer group.

Defined Benefit Pension Plan​

None of our NEOs participate in or have an account balance in a tax-qualified defined benefit pension plan maintained by us.

Nonqualified Deferral Plan or Supplemental Executive Retirement Plan​

While we do not maintain a defined benefit pension plan, our highly compensated employees, including our Named Executive Officers, are eligible to participate in our non-qualified Supplemental Executive Retirement Plan (the “SERP”) which enables them to contribute their pre-tax income into the plan through payroll deductions. The purpose of the SERP is to provide eligible employees with the ability to defer cash compensation in excess of certain limits that apply under the Company’s Section 401(k) plan. Participants may defer up to 90% of their pre-tax income.

The investment choices for participant contributions under the SERP are similar to those provided under the Section 401(k) plan. A participant’s contributions are deemed to be invested in certain funds in accordance with his or her election, and earnings are calculated based on the performance of the selected funds. The participant does not actually own any shares in the investments.

Health Benefit Plans​

We maintain several broad-based employee benefit plans in which our NEOs are permitted to participate on the same terms as other employees who meet applicable eligibility criteria, subject to legal limitations on the amounts that may be contributed or the benefits that may be payable under the plans. These include health benefits, life insurance, and disability benefits. We believe these benefits encourage the overall health, stability and well-being of our NEOs and are comparable to those plans being provided by the companies in our compensation peer group.

Executive Physical Program​

Our Executive Physical Program was introduced in fiscal 2021 and is designed to provide our most senior level executives with the opportunity to participate in comprehensive preventive check-ups. The program is a component of our health plan, and participation is voluntary. The program offers an annual comprehensive physical that includes services such as a routine medical examination, blood tests and x-rays. Not included are expenses for the treatment, cure or testing of a known illness, disability, or physical injury or lifestyle behavior change program that are generally provided under the group health plan.

Perquisites and Other Personal Benefits​

We do not view perquisites or other personal benefits as a significant component of our executive compensation program. We describe the perquisites and other personal benefits provided to our NEOs in the Summary Compensation Table. In the future, we may provide perquisites or other personal benefits in limited situations, such as where we believe it is appropriate to assist an individual in the performance of his or her duties, to make our NEOs more efficient and effective, and for recruitment and retention purposes. All future practices with respect to perquisites or other personal benefits to NEOs will be approved and subject to periodic review by the Compensation Committee.

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 and CFO are 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 their respective employment agreements. In addition, our other NEOs 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.

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Our post-employment compensation arrangements have been designed to provide reasonable compensation to executive officers who leave LiveRamp under certain circumstances to facilitate their transition to new employment. Further, we seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing executive officer to sign and not revoke a general release and waiver of any and all claims against us as a condition to receiving post-employment compensation payments or benefits.

We do not consider specific amounts payable under these post-employment compensation arrangements when establishing annual compensation. We do believe, however, that these arrangements are necessary to offer compensation packages that are competitive.

In determining payment and benefit levels under the various circumstances triggering the post-employment compensation arrangements for the NEOs, the Compensation Committee has drawn a distinction between voluntary terminations of employment, termination of employment for cause, and terminations of employment without cause or as a result of a change in control of LiveRamp. Payment in the latter circumstances has been deemed appropriate in light of the benefits to us described above, as well as the likelihood that the NEO’s departure is due, at least in part, to circumstances not within his or her control. In contrast, we believe that payments are not appropriate in the event of a termination of employment for cause or a voluntary resignation, because such events often reflect either inadequate performance or an affirmative decision by the NEO to end his or her relationship with us.

In the case of the post-employment compensation arrangements in the event of a termination of employment in connection with a change in control of LiveRamp, we believe that these arrangements are designed to align the interests of management and shareholders when considering our long-term future. The primary purpose of these arrangements is to keep our most senior executive officers focused on pursuing all corporate transaction activity that is in the best interests of shareholders regardless of whether those transactions may result in their own job loss. Reasonable post-acquisition payments and benefits should serve the interests of both the executive officer and our shareholders.

Generally, payments and benefits under the post-employment compensation arrangements in the event of a change in control of LiveRamp are payable only if there is a subsequent loss of employment by an executive officer (a so-called “double-trigger” arrangement). In the case of the acceleration of vesting of outstanding equity awards, we use this double-trigger arrangement to protect against the loss of retention power following a change in control of LiveRamp and to avoid windfalls, both of which could occur if vesting accelerated automatically as a result of the transaction.

We have not provided excise tax payments (“gross-ups”) relating to a change in control of LiveRamp and have no such obligations in place with respect to any of our executive officers, including our NEOs.

Compensation Recovery (“Clawback”) Policy​

We maintain a compensation recovery policy (“Clawback Policy”) which provides that if we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the federal securities laws as a result of the intentional misconduct by an executive officer with the title of Senior Vice President or higher, our Board may require reimbursement for any bonus or other incentive compensation (including equity awards) earned above what would have been earned under the restated financial statements, including any profits realized from the sale of our equity securities, that was paid to any such executive officer during the 12-month period preceding the first public issuance or filing with the SEC of the financial document in which the material noncompliance was contained. The independent members of our Board will determine whether material noncompliance with financial reporting requirements is the result of intentional misconduct of the executive officer.

Policy Prohibiting Hedging or Pledging of Our Securities​

Our insider trading policy prohibits all of our employees, including our executive officers, and the members of our Board from engaging in short sales, as well as hedging or monetization transactions (such as zero-cost collars and forward sales contracts). In addition, our executive officers, including the Named Executive Officers, are prohibited from holding shares of our common stock in a margin account or otherwise pledging shares of our common stock as collateral for a loan. The prohibitions also apply to spouses, dependent children and others living in the same household.

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Tax and Accounting Implications​

The Compensation Committee periodically reviews the potential impact of the applicable tax and accounting rules on the material elements of our executive compensation program. These factors are considered by the Compensation Committee along with the other factors described above when making decisions about the annual and long-term incentive compensation awards for our executive officers.

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 2022, and we have not agreed and are not otherwise obligated to provide any executive officer with such a “gross-up” or other reimbursement.

Accounting for Stock-Based Compensation​

We follow the Financial Accounting Standard Board’s Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”) for our stock-based compensation awards. FASB ASC Topic 718 requires us to measure the compensation expense for all share-based payment awards made to our employees and members of our Board, including options to purchase shares of our common stock and other stock awards, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the executive compensation tables required by the federal securities laws, even though the recipient of the award may never realize any value from their awards.

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Schedule 1​

Reconciliation of GAAP Net Loss to Non-GAAP
EBIT CIP Metric
(Unaudited)
(Dollars in millions)