UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C.D.C. 20549

FORM10-K/A

(Amendment No. 1)

10-K

(Mark One)

☒

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2018

2021

OR

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ----- to

-----

Commission file number0-13163

ACXIOM CORPORATION

(Exact name of registrant as specified in its charter)

001-38669
Delaware71-0581897

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

301 E. Dave Ward Drive,

Conway, Arkansas

72032
(Address of principal executive offices)(Zip Code)

(501)342-1000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Name of each exchange on which registered

Common Stock, $.10 Par ValueThe NASDAQ Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     Yes  ☒    No  ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes  ☐    No  ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes  ☒    No  ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of RegulationS-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form10-K or any amendment to this Form10-K.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.

Large accelerated filerLiveRamp Holdings, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
☒
83-1269307
(I.R.S. Employer Identification No.)
225 Bush Street, Seventeenth Floor
San Francisco, CA
(Address of Principal Executive Offices)
Accelerated filer
94104
(Zip Code)
(866) 352-3267
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol☐Name of each exchange on which registered
Common Stock, $.10 Par ValueRAMPNew York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [X]No [ ]
Non-accelerated filerIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes [ ]☐  (Do not check if a smaller reporting company)No [X]Smaller reporting company☐
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X]No [ ]
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). 
Yes [X]No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. 
Large accelerated filer [X]Accelerated filer   [ ]
Non-accelerated filer [ ]Smaller reporting company ☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).  Yes  ☐    No  ☒


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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. [☒]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes  ☐ No  [X]

The aggregate market value of the voting andnon-voting common equitystock held bynon-affiliates of the registrant, based upon the closing sale price of the registrant’s Common Stock, $.10 par value per share, as of the last business day of the registrant’s most recently completed second fiscal quarter as reported on the NASDAQ Global Select MarketNew York Stock Exchange was approximately $1,887,964,114.$2,540,524,482. (For purposes of determination of the above stated amount only, all directors, executive officers and 10% or more shareholders of the registrant are presumed to be affiliates.)


The number of shares of Common Stock, $.10common stock, $ 0.10 par value per share, outstanding as of May 21, 201824, 2021 was 77,060,281.

68,413,401.



DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY STATEMENT

This Amendment No. 1 to Form10-K (the “Amended Report”) amends


Portions of the original Annual Report on Form10-K of Acxiom Corporation (the “Company”)Proxy Statement for the fiscal year ended March 31, 2018, as2021 Annual Meeting of Stockholders (“2021 Proxy Statement”) of LiveRamp Holdings, Inc. (“LiveRamp,” the “Company,” “we”, “us”, or “our”) are incorporated by reference into Part III of this Form 10-K.

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TABLE OF CONTENTS

Page No.
Part I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3. 
Item 4.
Part II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Part III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Part IV
Item 15.
Item 16.

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PART I

AVAILABILITY OF SEC FILINGS AND CORPORATE GOVERNANCE INFORMATION
Our website address is www.liveramp.com, where copies of documents that we have filed with the Securities and Exchange Commission (the “SEC”(“SEC”) may be obtained free of charge as soon as reasonably practicable after being filed electronically. Included among those documents are our Annual Reports on May 25, 2018 (the “Original Report”). This Amended Report amends the Original Report solelyForm 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to provide information required by Items 10, 11, 12, 13, and 14those reports filed or furnished pursuant to Section 13(a) or 15(d) of Part III of Form10-K. In addition, as required by Rule12b-15 under the Securities Exchange Act of 1934, new certificationsas amended (“Exchange Act”). Copies may also be obtained through the SEC’s EDGAR site at the website address http://www.sec.gov, or by sending a written request for copies to LiveRamp Investor Relations, 225 Bush Street, Seventeenth Floor, San Francisco, California 94104. Copies of all our principal executive officerSEC filings were available on our website during the past fiscal year covered by this Annual Report on Form 10-K. In addition, at the “Corporate Governance” section of our website, we have posted copies of our Corporate Governance Principles, the charters for the Audit/Finance, Compensation, Executive, and principalGovernance/Nominating Committees of the Board of Directors, the codes of ethicsapplicable to directors, financial officer are filed as exhibits under Item 15personnel and all employees, and other information relating to the governance of Part IVthe Company. Although referenced herein, information contained on or connected to our corporate website is not incorporated by reference into this Amended Report.

Except asAnnual Report on Form 10-K and should not be considered part of this report or any other filing we make with the SEC.


CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION
This Annual Report on Form 10-K, including, without limitation, the items set forth on pages F-2 – F-16 in Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains and may incorporate by reference certain statements that may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended (the “PSLRA”), and that are intended to enjoy the protection of the safe harbor for forward-looking statements provided by the PSLRA. These statements, which are not statements of historical fact, may contain estimates, assumptions, projections and/or expectations regarding the Company’s financial position, results of operations, market position, product development, growth opportunities, economic conditions, and other similar forecasts and statements of expectation. Forward-looking statements are often identified by words or phrases such as “anticipate,” “estimate,” “plan,” “expect,” “believe,” “intend,” “foresee,” or the negative of these terms or other similar variations thereof. These forward-looking statements are not guarantees of future performance and are subject to a number of factors and uncertainties that could cause the Company’s actual results and experiences to differ materially from the anticipated results and expectations expressed in the forward-looking statements.

Forward-looking statements may include but are not limited to the following:
•management’s expectations about the macro economy and trends within the consumer or business information industries, including the use of data and consumer expectations related thereto;

•statements regarding our competitive position within our industry and our differentiation strategies;

•our expectations regarding laws, regulations and industry practices governing the collection and use of personal data;

•our expectations regarding the potential impact of the pandemic related to the current and continuing outbreak of a novel strain of coronavirus ("COVID-19") on our business, operations, and the markets in which we and our partners and customers operate;

•our expectations regarding the effect of the Coronavirus Aid, Relief and Economic Security Act (the "CARES Act" and other tax-related legislation on our tax provision;
•statements regarding our liquidity needs or containing a projection of revenues, operating income (loss), income (loss), earnings (loss) per share, capital expenditures, dividends, capital structure, or other financial items;
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•statements of the plans and objectives of management for future operations, including, but not limited to, those statements contained under the heading “Growth Strategy” in Part IIII, Item 1 of this Annual Report on Form 10-K;
•statements of future performance, including, but not limited to, those statements contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in this Annual Report on Form 10-K;
•statements regarding future stock-based compensation expense;
•statements containing any assumptions underlying or relating to any of the above statements; and
•statements containing a projection or estimate.
Among the factors that may cause actual results and expectations to differ from anticipated results and expectations expressed in such forward-looking statements are the following:
•the risk factors described in Part IV below, no other changes are madeI, “Item 1A. Risk Factors” and elsewhere in this report and those described from time to time in our future reports filed with the SEC;
•the possibility that, in the event a change of control of the Company is sought, certain clients may attempt to invoke provisions in their contracts allowing for termination upon a change in control, which may result in a decline in revenue and profit;
•the possibility that the integration of acquired businesses may not be as successful as planned;
•the possibility that the fair value of certain of our assets may not be equal to the Original Report. Unless expressly stated, this Amended Report doescarrying value of those assets now or in future time periods;
•the possibility that sales cycles may lengthen;
•the possibility that we will not reflect events occurring after be able to properly motivate our sales force or other associates;
•the filingpossibility that we may not be able to attract and retain qualified technical and leadership associates, or that we may lose key associates to other organizations;
•the possibility that competent, competitive products, technologies or services will be introduced into the marketplace by other companies;
•the possibility that there will be changes in consumer or business information industries and markets that negatively impact the Company;
•the possibility that we will not be able to protect proprietary information and technology or to obtain necessary licenses on commercially reasonable terms;
•the possibility that there will be changes in the legislative, accounting, regulatory and consumer environments affecting our business, including but not limited to litigation, investigations, legislation, regulations and customs impairing our ability to collect, manage, aggregate and use data;
•the possibility that data suppliers might withdraw data from us, leading to our inability to provide certain products and services;
•the possibility that data purchasers will reduce their reliance on us by developing and using their own, or alternative, sources of data generally or with respect to certain data elements or categories;
•the possibility that we may enter into short-term contracts that would affect the predictability of our revenues;
•the possibility that the amount of volume-based and other transactional based work will not be as expected;
•the possibility that we may experience a loss of data center capacity or interruption of telecommunication links or power sources;
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•the possibility that we may experience failures or breaches of our network and data security systems, leading to potential adverse publicity, negative customer reaction, or liability to third parties;
•the possibility that our clients may cancel or modify their agreements with us, or may not make timely or complete payments due to the COVID-19 pandemic or other factors;
•the possibility that we will not successfully meet customer contract requirements or the service levels specified in the contracts, which may result in contract penalties or lost revenue;
•the possibility that we experience processing errors that result in credits to customers, re-performance of services or payment of damages to customers;
•the possibility that our performance may decline and we lose advertisers and revenue if the use of "third-party cookies" or other tracking technology is rejected by Internet users, restricted or otherwise subject to unfavorable regulation, blocked or limited by technical changes on end users' devices, or our or our clients' ability to use data on our platform is otherwise restricted;
•general and global negative conditions, including the COVID-19 pandemic and related causes; and
•our tax rate and other effects of the Original Report, and it does not modifychanges to U.S. federal tax law.

With respect to the provision of products or update in any way the disclosures containedservices outside our primary base of operations in the Original Report,United States, all of the above factors apply, along with the difficulty of doing business in numerous sovereign jurisdictions due to differences in scale, competition, culture, laws and regulations.
Other factors are detailed from time to time in periodic reports and registration statements filed with the SEC. The Company believes that it has the product and technology offerings, facilities, associates and competitive and financial resources for continued business success, but future revenues, costs, margins and profits are all influenced by a number of factors, including those discussed above, all of which are inherently difficult to forecast.
In light of these risks, uncertainties and assumptions, the Company cautions readers not to place undue reliance on any forward-looking statements. Forward-looking statements and such risks, uncertainties and assumptions speak only as of the date of this Annual Report on Form 10-K, and the original filing. Accordingly,Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statements contained herein, to reflect any change in our expectations with regard thereto, or any other change based on the occurrence of future events, the receipt of new information or otherwise, except to the extent otherwise required by law.

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Item 1.  Business
On September 20, 2018, we implemented a holding company reorganization, as a result of which Acxiom Holdings, Inc. became the successor issuer to Acxiom Corporation. On October 1, 2018, we changed our name to LiveRamp Holdings, Inc. ("LiveRamp"). References to "we", "us", "our" or the "Company" for events that occurred prior to September 20, 2018 refer to Acxiom Corporation and its subsidiaries; for events that occurred from September 20, 2018 to October 1, 2018, to Acxiom Holdings, Inc. and its subsidiaries; and for events after October 1, 2018, to LiveRamp Holdings, Inc. and its subsidiaries.

LiveRamp is a global technology company with a vision of making it safe and easy for companies to use data effectively. We provide a best-in-class enterprise data connectivity 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.

LiveRamp is a Delaware corporation headquartered in San Francisco, California. Our common stock is listed on the New York Stock Exchange under the symbol “RAMP.” We serve a global client base from locations in the United States, Europe, and the Asia-Pacific (“APAC”) region. Our direct client list includes many of the world’s largest and best-known brands across most major industry verticals, including but not limited to financial, insurance and investment services, retail, automotive, telecommunications, high tech, consumer packaged goods, healthcare, travel, entertainment, non-profit, and government. Through our extensive reseller and partnership network, we serve thousands of additional companies, establishing LiveRamp as a foundational and neutral enabler of the customer experience economy.

Industry

We are experiencing a convergence of several key industry trends that are shaping the future of how data is used to power the customer experience economy. Some of these key trends include:

Growing Data Usage

Advances in software and hardware and the growing use of the Internet have made it possible to collect and rapidly process massive amounts of personal data. Data vendors are able to collect user information across a wide range of offline and online properties and connected devices, and to aggregate and combine it with other data sources. With proper permissions, this Amended Report shoulddata can be readintegrated with a company's own proprietary data and can be made non-identifiable if the use case requires it. Through the use of data, marketers and publishers can more effectively acquire customers, elevate their lifetime value, and serve their needs.

Growing Complexity

The customer experience economy has evolved significantly in conjunctionrecent years, driven by rapid innovation and an explosion of data, channels, devices, and applications. Historically, brands interacted with consumers through a limited number of channels, with limited visibility into the activities taking place. Today, companies interact with consumers across a growing number of touchpoints, including online, social, mobile and point-of-sale. The billions of interactions that take place each day between brands and consumers create a trove of valuable data that can be harnessed to power better interactions and experiences. However, most enterprise marketers remain unable to navigate through the complexity to effectively leverage this data.

Additionally, innovation has fueled the growth of a highly-fragmented technology landscape, forcing companies to contend with thousands of marketing technologies and data silos. To make every customer experience relevant across channels and devices, organizations need a trusted platform that can break down those silos, make data portable, and accurately recognize individuals throughout the customer journey. Marketing is becoming more audience-centric, automated, and optimized. However, several important factors still prevent data from being used effectively to optimize the customer experience:

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•Identity. For organizations to target audiences at the individual level, they must be able to recognize consumers across all channels and devices, and link multiple identifiers and data elements back to a persistent identifier to create a single view of the customer. The evolving digital identity landscape further highlights the importance of authenticated, first-party identity.

•Scaled Data Assets. Quality, depth, andrecency of data matters when deriving linkages between identifiers. Organizations must have access to an extensive set of data and be able to match that data with a high degree of accuracy to perform true cross-device audience targeting and measurement.

•Connectivity. The fragmented marketing landscape creates a need for a common network of integrations that make it easy and safe to connect and activate data anywhere in the ecosystem.

•Data Control. Organizations are increasingly looking to collaborate with their most important partners but do not want to give up control of their data or, in certain cases, do not want their data to leave their environment.

•Walled Gardens. Walled gardens, or marketing platforms that restrict the use of data outside of their walls, are becoming more pervasive and can result in loss of control, lack of transparency, and fragmented brand experiences. Organizations need a solution that enables an open ecosystem and ensures complete control over customer data, along with the Original Reportflexibility to choose a diversified approach to meeting marketing goals.

•Data Governance. Preserving brand integrity while delivering positive customer experiences is a top priority for every company. Organizations must be able to manage large sets of complex data ethically, securely, within legal boundaries, and in a way that protects consumers from harm. Importantly, they must also honor consumer preferences and put procedures in place that enable individuals to control how, when and for what reasons companies collect and use information about them.

Increasing Fragmentation
Today, customer journeys span multiple channels and devices over time, resulting in data silos and fragmented identities. As consumers engage with brands across various touchpoints – over the web, mobile devices and applications, by email and television, and in physical stores – they may not be represented as single unique individuals with complex behaviors, appearing instead as disparate data points with dozens of different identifiers. Becky Smith who lives at 123 Main Street may appear as beckys@acme.com when she uses Facebook, becky@yahoo.com when she signs into Yahoo Finance, cookie 123 when she browses msn.com, cookie ABC when she browses aol.com, device ID 234 on Hulu and so on. As a result, enterprise marketers struggle to understand the cross-channel, cross-device habits of consumers and the Company’s other SEC filings subsequentdifferent steps they take on their path to conversion. More specifically, data silos and fragmented identities prevent companies from being able to resolve all relevant data to a specific individual; this poses a challenge to the filingformation of accurate, actionable insights about a brand’s consumers or campaigns.
Marketing Waste
Every day, brands spend billions of dollars on advertising and marketing, yet many of the Original Report.

2

PART III

Item 10. Directors, Executive Officersmessages they deliver are irrelevant, repetitive, mistimed, or simply reach the wrong audience. In addition, as the marketing landscape continues to grow and Corporate Governance

Executive Officers

For information relatingsplinter across a growing array of online and offline channels, it is increasingly difficult to attribute marketing spend to a measurable outcome, such as an in-store visit or sale. Wasted marketing spend is largely driven by the fragmented ecosystem of brands, data providers, marketing applications, media providers, and agencies that are involved in the marketing process, but operate without cohesion. Without a common understanding of consumer identity to unify otherwise siloed data, brands are unable to define accurate audience segments and derive insights that would enable better decision making.

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Heightened Privacy and Security Concerns
In the era of regulation such as the European General Data Protection Regulation ("GDPR") and the California Consumer Privacy Act ("CCPA"), diligence in the areas of consumer privacy and security is and will continue to be paramount. Consumer understanding of the benefits of marketing technology often lags the pace of innovation, giving rise to new demands from government agencies and consumer advocacy groups across the world. These factors challenge the liability every company faces when managing and activating consumer data.
Marketing and Customer Experience in the Data-Driven Era

As the world becomes more multichannel, consumer behavior is rapidly shifting, and organizations are increasingly realizing that true competitive advantage lies in providing meaningful customer experiences – experiences that are personalized, relevant and cohesive across all channels and interactions. Experience is the key to brand differentiation and retention. Companies that fail to prioritize customer experience as a strategic growth initiative will simply get left behind.

In concert, consumer expectations are also at an all-time high. Consumers are demanding personalization – and, in this new area, every consumer interaction has the potential to be individually relevant, addressable, and measurable.

Data is at the center of exceptional customer experiences but is still vastly underutilized. Organizations must capture, analyze, understand – and, most importantly use – customer data to power the customer experience. By understanding which devices, email addresses, and postal addresses relate to the Company’s executive officers, pleasesame individual, enterprise marketers can leverage that insight to deliver seamless experiences as consumers engage with a company across all touchpoints. At the same time, by reaching consumers at the individual level, organizations can reduce marketing waste and more easily attribute their marketing spend to actual results. Enterprise marketers recognize the huge opportunity big data brings, yet over half admit they are not using their data effectively to drive their customer experience.

Our Approach

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 the reason 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.


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The LiveRamp Platform

As depicted in the graphic below, we power the industry’s leading enterprise data connectivity platform. We enable organizations to access and leverage data more effectively across the applications they use to interact with their customers. A core component of our platform is the omnichannel, deterministic identity asset that sits at its center. Leveraging deep expertise in identity and data collaboration, the LiveRamp platform enables an organization to unify customer and prospect data (first-, second-, or third-party) to build a single view of the customer in a way that protects consumer privacy. This single customer view can then be enhanced and activated across any of the 550 partners in our ecosystem in order to support a variety of people-based marketing solutions, including:

•Activation. We enable organizations to leverage their customer and prospect data in the digital and TV ecosystems and across the customer experience applications they use through a safe and secure data matching process called data onboarding. Our technology ingests a customer’s first-party data, removes all offline data (personally identifiable information or "PII"), and replaces them with anonymized IDs called RampID™, a true people-based identifier. RampID can then be distributed through direct integrations to the top platforms our customers work with, including leading marketing cloud providers, publishers and social networks, personalization tools, and connected TV services.

•Measurement & Analytics. We power more accurate, more complete measurement with the measurement vendors and partners our customers use. Our platform allows customers to combine disparate data files (typically ad exposure and customer events, like transactions), replacing customer identifiers with RampID. Customers then can use that aggregated view of each customer for measurement of reach and frequency, sales lift, closed loop offline to online conversion and cross-channel attribution.

•Identity. We provide enterprise-level identity solutions that enable organizations to: 1) resolve and connect disparate identities, 2) enrich data sets with hygiene capabilities and additional audience data from Data Marketplace providers, and 3) translate data between different systems. Our approach to identity is built from two complementary graphs, combining offline data and online data and providing the highest level of accuracy with a focus on privacy. LiveRamp technology for PII gives brands and platforms the ability to connect and update what they know about consumers, resolving PII across enterprise databases and systems to deliver better customer experiences in a privacy-conscious manner. Our digital identity graph powered by our Authenticated Traffic Solution (or ATS) associates pseudonymous device IDs, TV IDs and other online customer IDs from premium publishers, platforms or data providers, around a RampID. This allows marketers to perform the personalized segmentation, targeting, and measurement use cases that require a consistent view of the user.

•Data Collaboration with Safe Haven. We enable trusted second-party data collaboration between organizations and their partners in a neutral, permissioned environment. Safe Haven provides customers with collaborative opportunities to safely and securely build a more accurate, dynamic view of their customers leveraging partner data. Advanced measurement and analytics use cases can be performed on this shared data without either party giving up control or compromising privacy.

•Data Marketplace. Our Data Marketplace provides customers with simplified access to trusted, industry leading third-party data globally. The LiveRamp platform allows for the search, discovery and distribution of data to improve targeting, measurement, and customer intelligence. Data accessed through our Data Marketplace is connected via RampID and is utilized to enrich our customers’ first-party data and can be leveraged across technology and media platforms, agencies, analytics environments, and TV partners. Our platform also provides tools for data providers to manage the organization, distribution, and operation of their data and services across our network of customers and partners. Today we work with more than 150 data providers across all verticals and data types (see below for discussion on Marketplace and Other).


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ramp-20210331_g1.jpg


Consumer privacy and data protection, what we call Data Ethics, are at the center of how we design our products and services. Accordingly, the LiveRamp platform operates with technical, operational, and personnel controls designed to keep our customers’ data private and secure.

Our solutions are sold to enterprise marketers and the companies they partner with to execute their marketing, including agencies, marketing technology providers, publishers and data providers. Today, we work with over 825 direct customers world-wide, including approximately 22% of the Fortune 500, and serve thousands of additional customers indirectly through our reseller partnership arrangements.

•Brands and Agencies. We work with over 450 of the largest brands and agencies in the world, helping them execute people-based marketing by creating an omni-channel understanding of the consumer and activating that understanding across their choice of best-of-breed digital marketing platforms.

•Marketing Technology Providers. We provide marketing technology providers with the identity foundation required to offer people-based targeting, measurement and personalization within their platforms. This adds value for brands by increasing reach, as well as the speed at which they can activate their marketing data.

•Publishers. We enable publishers of any size to offer people-based marketing on their properties. This adds value for brands by providing direct access to their customers and prospects in the publisher's premium inventory.

���Data Owners. Leveraging our vast network of integrations, we allow data owners to easily connect to the digital ecosystem and monetize their own data. Data can be distributed to clients or made available through the LiveRamp Data Marketplace feature. This adds value for brands as it allows them to augment their understanding of consumers and increase both their reach against and understanding of customers and prospects.

We primarily charge for our platform on an annual subscription basis. Our subscription pricing is based primarily on data volume, which is a function of data input records and connection points.

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Marketplace and Other

As we have scaled the LiveRamp network and technology, we have found additional ways to leverage our platform, deliver more value to clients and create incremental revenue streams. Leveraging our common identity system and broad integration network, the LiveRamp Data Marketplace is a solution that seamlessly connects data owners’ audience data across the marketing ecosystem. The Data Marketplace allows data owners to easily monetize their data across hundreds of marketing platforms and publishers with a single contract. At the same time, it provides a single gateway where data buyers, including platforms and publishers, in addition to brands and their agencies, can access third-party data from more than 150 data providers, supporting all industries and encompassing all types of data. Data providers include sources andbrands exclusive to LiveRamp, emerging platforms with access to previously unavailable deterministic data, and data partnerships enabled by our platform.

We generate revenue from the Data Marketplace primarily through revenue-sharing arrangements with data owners that are monetizing their data assets on our marketplace. We also generate Marketplace and Other revenue through transactional usage-based arrangements with certain publishers and addressable TV providers.

Competitive Strengths
Our competitive strengths can be mapped back to our core capabilities around data access, identity, connectivity and data stewardship – which together create strong network effects that form a larger strategic moat around the entire business.

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•Extensive Coverage. We activate data across an ecosystem of more than 550 partners, representing one of the largest networks of connections in the digital marketing space. We use 100% deterministic matching, resulting in the strongest combination of reach and accuracy. Through our Data Marketplace, we offer multi-sourced insight into approximately 700 million consumers worldwide, and over 5,000 data elements from hundreds of sources with permission rights.

•Most Advanced Consumer-Level Recognition. Our proprietary, patented recognition technology draws upon an extensive historical reference base to identify and link together multiple consumer records and identifiers. We use the pioneering algorithms of AbiliTec® and deterministic digital matching to link individuals and households to the right digital identifiers including cookies, mobile device IDs, Advanced TV IDs, and user accounts at social networks. As a result, we are able to match online and offline data with a high degree of speed and accuracy.
•Scale Leader in Data Connectivity. We are a category creator and one of the largest providers of identity and data connectivity at scale. We match records with the highest level of accuracy and offer the most flexibility for activating data through our extensive set of integrations. Our platform processes more than 4 trillion data records daily.
•Unique Position in Marketing Ecosystem. We are one of the only open and neutral data connectivity platforms operating at large scale. We provide the data connectivity required to build best-of-breed integrated marketing stacks, allowing our customers to innovate through their preferred choice of data, technology, and services providers. We strive to make every customer experience application more valuable by providing access to more customer data. We enable the open marketing stack and power the open ecosystem.
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•Standard Bearer for Privacy and Security. LiveRamp has been a leader in data stewardship and a strong and vocal proponent of providing consumers with more visibility and control over their data. A few examples of our commitment in this area:
◦In all of our major geographies we have Privacy teams focused on the protection and responsible use of consumer data
◦The use of our privacy-enabled environment that allows marketers and partners to connect different types of data while protecting and governing its use
◦Industry-leading expertise in safely connecting data across the online and offline worlds
◦In fiscal 2020, the acquisition and integration of Faktor to streamline consent management across the open ecosystem. Faktor is a global consent management platform that allows consumers to better manage how and where their data is used.
•Strong Customer Relationships. We work with over 825 direct customers world-wide and serve thousands of additional customers indirectly through our partner and reseller network. We have deep relationships with companies and marketing leaders in key industries, including financial services, retail, telecommunications, media, insurance, health care, automotive, technology, and travel and entertainment. Our customers are loyal and typically grow their use of the platform over time, as evidenced by our growth in the number of customers whose subscription contracts exceed $1 million in annual revenue.

Growth Strategy
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 over 825 direct customers globally; however, we believe our target market includes the world’s top 2,000 marketers, signaling there is still 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, 2021, we worked with 70 clients whose subscription contracts exceed $1 million in annual revenue, and as we continue to expand our coverage beyond programmatic, we expect to see “Executivethis 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. 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.

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•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 powered by Safe Haven 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.

Privacy Considerations
The growing online advertising and e-commerce industries are converging, with consumers expecting a seamless experience across all channels, in real time. This challenges marketing organizations to balance the deluge of data and demands of the consumer with responsible, privacy-compliant methods of managing data internally and with advertising technology intermediaries. 
We have policies and operational practices governing our use of data that are designed to actively promote a set of meaningful privacy guidelines for digital advertising and direct marketing via all channels of addressable media, e-commerce, risk management and information industries as a whole. Since the judgment of the Court of Justice of the European Union ("EU") in July 2020, as part of our effort to ensure our continued ability to process information across borders we continue to adhere to the principles of the EU-U.S. and Swiss-U.S. Privacy Shield networks, although we do not rely on those frameworks as a legal basis for transfers of personal data. We have dedicated teams in place to oversee our compliance with the data protection regulations that govern our business activities in the various countries in which we operate. 
The U.S. Congress and state legislatures, along with federal regulatory authorities, have recently increased their attention on matters concerning the collection and use of consumer data. Data privacy legislation has been introduced in the U.S. Congress, and California and Virginia have enacted broad-based privacy legislation, the California Consumer Privacy Act, the California Privacy Rights Act, and the Virginia Consumer Data Protection Act. State legislatures outside of California and Virginia have proposed, and in certain cases enacted, a variety of types of data privacy legislation. In all of the non-U.S. locations in which we do business, laws and regulations governing the collection and use of personal data either exist or are being developed.
We expect the trend of enacting and revising data protection laws to continue and that new and expanded data privacy legislation in various forms will be implemented in the U.S. and in other countries around the globe. We are supportive of legislation that codifies current industry guidelines of accountability-based data governance that includes meaningful transparency for the individual, and appropriate controls over personal information and choice whether that information is shared with independent third parties for marketing purposes. We also support legislation requiring all custodians of sensitive information to deploy reasonable information security safeguards to protect that information.

Changes in laws and regulations and violations of laws or regulations by us could have a significant direct or indirect effect on our operations and financial condition, as detailed below and set forth under "Risk Factors-Risks Related to Government Regulation and Taxation."

Customers
Our customer base consists primarily of Fortune 1000 companies and organizations in the financial services, insurance, information services, direct marketing, retail, consumer packaged goods, technology, automotive, healthcare, travel and communications industries as well as in non-profit and government sectors. Given the strong network effects associated with our platform, we work with both enterprise marketers and the companies they partner with to execute their marketing, including agencies, marketing technology providers, publishers and data providers.
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We seek to maintain long-term relationships with our clients. Our customers are loyal and typically grow their use of the platform over time, as evidenced by our growing number of customers whose subscription contracts exceed $1 million in annual revenue, which totaled 70 at the end of fiscal year 2021, up from 53 the year prior.

Our ten largest clients represented approximately 33% of our revenues in fiscal year 2021. If all of our individual client contractual relationships were aggregated at the holding company level, one client, The Interpublic Group of Companies, accounted for 11% of our revenues in fiscal year 2021.   
Sales and Marketing
Our sales teams focus on new business development across all markets – sales to new clients and sales of new lines of business to existing clients, as well as revenue growth within existing accounts. We organize our customer relationships around customer type and industry vertical, as we believe that understanding and speaking to the nuances of each industry is the most effective way to positively impact our customers’ businesses.

Our partner organization focuses on enabling key media partners, agencies and software providers who can help drive value for our customers.

Our marketing efforts are focused on increasing awareness for our brand, executing thought-leadership initiatives, supporting our sales team and generating new leads. We seek to accomplish these objectives by hosting and presenting at industry conferences, hosting client advisory boards, publishing white papers and research, public relations activities, social media presence and advertising campaigns.

Research and Development
We continue to invest in our global data connectivity platform to enable effective use of data. Our research and development teams are focused on the full cycle of product development from customer discovery through development, testing and release. Research and development expense was $135.1 million in fiscal 2021, compared to $106.0 million in fiscal 2020, and $85.7 million in fiscal 2019. Management expects to maintain research and development spending, as a percentage of revenue, at similar levels in fiscal 2022.
Competition
Competitors to LiveRamp are typically also members of our partner and reseller ecosystem, creating a paradigm where competition is the norm. Our primary competitors are companies that sell data onboarding as part of a suite of marketing applications or services. Walled gardens that offer a direct interface for matching CRM data compete for a portion of our services, particularly amongst marketers that have not yet adopted in-house platforms for programmatic marketing or attribution. Some providers of tag management, data management, and cross-device marketing solutions have adopted positioning similar to our business and compete for mindshare. In markets outside the United States, we primarily face small, local market players.

We continue to focus on levers to increase our competitivenessandbelieve that investing in the product and technology platform of our business is a key to our continued success. Further, we believe that enabling a broad partner ecosystem will help us to continue to provide competitive differentiation.
Seasonality and Inflation

Although we cannot accurately determine the amounts attributable to inflation, we are affected by inflation through increased costs of compensation and other operating expenses. If inflation were to increase over the low levels of recent years, the impact in the short run would be to cause increases in costs, which we would attempt to pass on to our clients, although there is no assurance that we would be able to do so. Generally, the effects of inflation in recent years have been offset by technological advances, economies of scale and other operational efficiencies.

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While the majority of our business is not subject to seasonal fluctuations, our Marketplace and other business experiences modest seasonality, as the revenue generated from this area of the business is more transactional in nature and tied to advertising spend. For example, many advertisers allocate the largest portion of their budgets to the fourth quarter of the calendar year in order to coincide with increased holiday purchasing. We expect our Marketplace and other revenue to continue to fluctuate based on seasonal factors that affect the advertising industry as a whole.

Pricing

Approximately 80% of our revenue is derived from subscription based arrangements sold on an annual or multi-year basis. Our subscription pricing is based on data volume supported by our platform. We also generate revenue from data providers, digital publishers and advanced TV platforms in the form of revenue-sharing agreements.

Our Human Capital

LiveRamp employs approximately 1,200 employees (LiveRampers) worldwide. No U.S. LiveRampers are represented by a labor union or subject to a collective bargaining agreement. To the best of management’s knowledge, no LiveRamper is an elected member of works councils and trade unions representing LiveRamp employees in the European Union. LiveRamp has never experienced a work stoppage, and we believe that our employee relations are good.

Attracting and Retaining Talent

We attract and retain employees with market-competitive, internally-equitable compensation and benefit programs, learning and development opportunities that support career growth and advancement opportunities, and employee engagement initiatives that foster a strong, inclusive company culture.

Through our dedicated organizational development program, we assess our human capital opportunities and needs and focus on building the individual capabilities of our employees to facilitate achieving the overall goals of our organization. We aggregate and analyze critical human capital metrics, including employee retention, to monitor the success of our strategy and make adjustments accordingly.

Since 2016, LiveRamp has either qualified or been certified as a Best Place to Work. In addition, LiveRamp was awarded as a Best Place to Work by Fortune every year since 2018 and was among the Top 10 Best Places to Work by Glassdoor in 2017. In 2020, Live Ramp was also recognized as a Great Place to Work for Parents and in 2021, LiveRamp was recognized as a Best Workplace in Technology and in the Bay Area by Fortune.

Diversity, Inclusion and Belonging

Diversity, inclusion, and belonging (“DIB”) efforts are a cornerstone of LiveRamp’s innovative culture. During 2020, we hired our first-ever Head of Diversity Strategy & Programs and published LiveRamp’s Diversity, Inclusion & Belonging Charter, which set our commitment to and the core pillars of DIB for LiveRamp, talked about our current programs and practices as well as showed the breath of leaders making DIB part of their focus. Our CEO also joined 1,000 CEOs of the world’s leading companies and organizations to sign the CEO Action for Diversity & Inclusion™ pledge, the largest CEO-driven business commitment to advance diversity and inclusion in the workplace.
We believe there are three core pillars of DIB: Workforce, Product & Customers, and Community. These pillars reflect the intricate relationship of diversity, inclusion, and belonging—both internally and externally. To be effective, we believe all three must work together harmoniously for an environment that is equal parts diverse, encouraging, and accepting. Creating a welcoming and inclusive workplace where colleagues feel a sense of belonging leads to producing better outcomes for our employees and business. We work to foster a sense of belonging where everyone can bring their full selves to work.

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Investing in our people is foundational to building an exceptional culture where everyone can thrive. We seek out brilliant people from all backgrounds. As one way to make this real, we provide candidates with an unusual amount of information about who we are and how our products work to help level the knowledge base among referrals and direct applicants. Additionally, candidates have the opportunity to speak with members of our employee resource groups (“ERGs”) to get a first-hand perspective of what it is like to work here.

Forming teams with diverse backgrounds enables us to achieve our goals of building products that can be used by customers with varying capabilities, which reduces inequities and serves a wider variety of business needs. Our ERGs exist to support the growth and development of our employees, communities, and business to increase diversity, inclusion, and belonging. Currently, we have seven ERGs: EQUAL, LatinX@LiveRamp, Veterans@LiveRamp, Women@LiveRamp, RAMPability, Black@LiveRamp and AAPI@LiveRamp.

Diversity, inclusion and belonging also lives outside of our office walls. We have invested in LiveRamp.org, which includes opportunities for volunteerism, philanthropic initiatives, employee donation matching, and our Data for Good initiative, which enables organizations to use data to solve some of society’s biggest challenges.

Expanded Support During the COVID-19 Pandemic

In light of extraordinary circumstances under the COVID-19 pandemic, we have created new resources for our employees to assist with the transition to a remote work environment. The health and safety of our employees is of utmost priority. The majority of our employees have the opportunity to work remotely until September 2021, which may be extended for health and safety reasons. We have also invested in several programs designed to promote employee well-being and ensure that our employees are as effective at home as they would be in our offices worldwide.

Executive Officers of the Registrant” in Item 1 of Part I of the Original Report.

Board of Directors

Set forth below is biographical information about each of our directors, including a statement regarding the specificRegistrant

LiveRamp’s executive officers, their current positions, ages and business experience qualifications, attributes or skills that led to the determinationare listed below. They are elected by Governance/Nominating Committee of our Board of Directors that each director should serve as director. There were no material changes in 2018 to the procedures by which our stockholders may recommend nominees to the Board of Directors.

John L. Battelle, 52, has served as a member of the Board since 2012. Mr. Battelle is an entrepreneur, journalist, professor and author who has founded orco-founded various online, conference, magazine and other media businesses. He serves as chair of the board of directors of Sovrn Holdings, LLC, a programmatic advertising and publisher platform that connects publishers with monetization solutions. He is also the founder/executive chair and CEO of NewCo Platform, Inc., a disruptive conference model and media platform which provides executives, entrepreneurs and investors with personal experiences inside someannually or as necessary to fill vacancies or to fill new positions. There are no family relationships among any of the most influential companies worldwide. In 2005, Mr. Battelle founded the Internet media company Federated Media Publishing, where he served as chairman and CEO until its sale to LIN Media in early 2014. He currently serves as a director for Chute, a venture-backed company that provides the tools to capture, manage and display media. He founded and served as executive producer of the Web 2 Summit and maintains Searchblog, an ongoing daily site which covers the intersection of media, technology and culture at www.battellemedia.com. From 2001–2004 he occupied the Bloomberg chair in Business Journalism for the Graduate School of Journalism at the University of California, Berkeley. He was the founder and served from 1997–2001 as chairman and CEO of Standard Media International (SMI) and as publisher of The Industry Standard and TheStandard.com. Prior to that, he was aco-founding editor of Wired magazine and Wired Ventures. Mr. Battelle previously served on the board ofofficers or directors of the Internet Advertising Bureau and was a founding board member of the Online Publishers Association. In 2005, he authored The Search: How Google and Its Rivals Rewrote the Rules of Business and Transformed Our Culture (Penguin/Portfolio), an international bestseller published in more than 25 languages. He is considered to be an expert in the field of media and technology, and has appeared on national and international news channels such as CBS, BBC, CNN, PBS, Discovery and CNBC. Honors and awards include: “Global Leader for Tomorrow” and “Young Global Leader” by the World Economic Forum in Davos, Switzerland; a finalist in the 2000 “Entrepreneur of the Year” competition by Ernst & Young; “Innovator – One of Ten Best Marketers in the Business” by Advertising Age; and one of the “Most Important People on The Web” by PCWorld. Mr. Battelle holds a bachelor’s degree in anthropology and a master’s degree in journalism from the University of California, Berkeley.

As an entrepreneur with an extensive background in digital publishing and digital advertising, Mr. Battelle provides the Board with a unique blend of media-related and digital experience that assists the Company in executing its growth strategy. In addition, his operational and advisory roles with various media businesses qualify him to serve on the Board.

Timothy R. Cadogan, 48, has served as a member of the Board of Directors since 2012. Mr. Cadogan is the chief executive officer of OpenX Technologies, Inc., one of the world’s leading providers of digital advertising technology, enabling businesses to manage and maximize their advertising revenue. From 2003–2008 Mr. Cadogan served as senior vice president of Global Advertising Marketplaces at Yahoo! (NASDAQ: YHOO) where he oversaw the primary advertising product lines including display, search and video. Previously at Yahoo!, he was vice president of search where he was responsible for both the consumer search and the paid search businesses. Prior to joining Yahoo!, Mr. Cadogan was vice president of search at Overture (formerly GoTo.com), a consultant at The Boston Consulting Group, and a consultant at McKinsey & Company. He holds a BSc degree from The London School of Economics, an MPhil degree in international relations from Oxford University, and an MBA from Stanford University.

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Mr. Cadogan’s qualifications to serve on the Board include his extensive experience in the fields of digital advertising and technology as well as his years of management experience. As the chief executive officer of a digital advertising business, Mr. Cadogan has extensive insight into managing complex business operations and overseeing business risk.

William T. Dillard II, 73, has served as a member of the Board of Directors since 1988. Mr. Dillard has served as a member of the Dillard’s, Inc. (NYSE: DDS) board of directors since 1968 and currently serves as chairman of the board and chief executive officer. Dillard’s, Inc. is a chain of traditional department stores based in Little Rock, Arkansas, with 292 store locations and 25 clearance centers in 29 states, and an internet store offering a wide selection of merchandise offering fashion apparel for men, women and children, accessories, cosmetics, home furnishings and other consumer goods. Mr. Dillard is also a director of Barnes & Noble, Inc. (NYSE: BKS) and served as the Company’s lead independent director from 2006–2007. In 2015, he was awarded the University of Arkansas Chancellor’s Medal honoring individuals whose service to higher education and society at large has been truly extraordinary. In 2016, he was one of four people inducted into the Arkansas Business Hall of Fame, which honors the outstanding lifetime accomplishments of business leaders in the state. In 2018, he was selected as Easter Seals’ Arkansan of the Year, an award honoring individuals based on their leadership in the Arkansas business community and their philanthropic endeavors in the state. Mr. Dillard holds a bachelor’s degree in business administration and was awarded an honorary doctor of business degree in 2017, both from the University of Arkansas. He also holds an MBA from Harvard University.

Mr. Dillard’s qualifications to serve on our Board include his experience as the chairman and CEO of a public company, his financial acumen, his service over the years on the boards of other public companies, and the extensive knowledge of our business that he has acquired through his service on our Board. Mr. Dillard’s understanding of corporate planning, risk management, executive compensation, and capital markets are an invaluable asset to our Board. Based upon his service as a chief executive officer of a public company and his financial sophistication, Mr. Dillard is deemed to be an “audit committee financial expert,” as defined by the rules of the SEC.

Richard P. Fox, 70, has served as a member of the Board of Directors since 2012. Since 2001, Mr. Fox has been an independent consultant. From 2000–2001, he was president and chief operating officer of CyberSafe Corporation, a global security software provider, where he was responsible for the overall financial services and operations of the company. From 1998–2000, Mr. Fox was chief financial officer and a member of the board of directors of Wall Data, a developer of enterprise software products and associated application tools, where he was responsible for the company’s finances, operations, and human resources activities. Previously Mr. Fox spent 28 years at EY, a global accounting firm, last serving as managing partner of EY’s Seattle office from 1995–1997. He currently serves on the board of directors of Pinnacle West Capital Corporation (NYSE: PNW), an energy holding company; ServiceMaster Global Holdings, Inc. (NYSE: SERV), a leading provider of residential and commercial services; and Univar Inc. (NYSE: UNVR), an international chemical distributor. He is also a member of the board of directors of HonorHealth. Previously, he served on the boards of Pendrell Corporation (NASDAQ: PCO), an intellectual property investment and advisory firm; Flow International (NASDAQ: FLOW), a machine tool manufacturer; Shurgard Self Storage until its merger with Public Storage in 2006; aQuantive, Inc. until it was acquired by Microsoft in 2007; Orbitz Worldwide until 2011; and PopCap until it was acquired by Electronic Arts in 2011. He previously was a member the Board of Visitors of the Fuqua School of Business at Duke University and was a director of Premera Blue Cross. Mr. Fox holds a bachelor’s degree in business administration from Ohio University and an MBA from the Fuqua School of Business at Duke University, where he was a Fuqua Scholar. He is a certified public accountant in the State of Washington.

Mr. Fox’s financial, accounting and management expertise qualifies him to serve on our Board and to serve as chair of the Audit/Finance Committee. As a result of his extensive accounting and financial management experience, Mr. Fox has a deep understanding of financial reporting processes, internal accounting and financial controls, independent auditor engagements, and other audit committee and board functions. As a certified public accountant, and based on his extensive financial and accounting expertise and management experience, Mr. Fox is deemed to be an “audit committee financial expert,” as defined by the rules of the SEC. Additionally, his management experience across a diverse array of industries, including several technology and software companies, enables him to offer the Board a broad perspective on the challenges and opportunities facing the Company.

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Jerry D. Gramaglia, 62, has served as a member of the Board of Directors since 2009. Mr. Gramaglia, theNon-Executive Chairman of the Board, is a private investor and advisor to technologystart-ups. He was previously a partner at Arrowpath Venture Partners and was president and chief operating officer of E*TRADE Group Inc. (NASDAQ: ETFC), a leading provider of electronic financial services. In 2011 he served for a four-month period as the Company’s interim chief executive officer and president while a search was conducted for a new CEO. Mr. Gramaglia began his career at Procter & Gamble and later held senior marketing and general management positions at Nestle, PepsiCo, Imasco and Sprint. He currently serves on the board of WageWorks (NYSE: WAGE), a leading provider oftax-advantaged employee benefits, and previously served as a director of Coldwater Creek, a national retailer of women’s apparel. He holds a bachelor’s degree in economics from Denison University.

Mr. Gramaglia’s experience as president, chief operating officer and chief marketing officer of a public company, his service on the boards of other public companies, and his marketing, financial, technology and management expertise qualify him to serve on our Board. Through his experience, he brings an extensive, multi-disciplined perspective to the Board. As an advisor to early-stage companies, Mr. Gramaglia’s knowledge of cutting-edge technological developments is particularly valuable as new and emerging technologies are important factors that contribute to the success of the Company. His previous executive and board experience provide 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, all of which qualify him to chair the Board.

William J. Henderson, 71, has served as a member of the Board of Directors since 2001. Mr. Henderson is the founder and principal of Hold The Eye Images, Inc., a video, photographic and applications business. Over the past 10 years, he has served as chief executive officer of Bestline Research and as chief operations officer of Netflix Inc. (NASDAQ: NFLX), as well as working as a consultant. From 1998 until his retirement from the United States Postal Service (USPS) in 2001, Mr. Henderson served as the 71st Postmaster General of the United States Postal Service, the second career employee to lead the world’s largest postal system. From 1994 until his appointment as Postmaster General and chief executive officer of the USPS, he served as its chief operating officer. From 1992–1994, he served the USPS as vice president of employee relations, then became chief marketing officer and senior vice president. In 1997, Mr. Henderson received the USPS’ John Wanamaker Award, and in 1998 he received American University’s Roger W. Jones Award for Executive Leadership. In 1998, Mr. Henderson also received an honorary Mailing Excellence Award from the National Postal Forum for his work with the nation’s professional mailing industry. From 2001 – 2017 Mr. Henderson was a director of comScore, Inc. (OTCMKTS: SCOR). He also previously served on the advisory boards of the Committee for Economic Development and Nature’s Best magazine. He is a fellow with the National Academy of Public Administration. Mr. Henderson holds a bachelor’s degree in industrial relations from the University of North Carolina at Chapel Hill and was awarded an honorary Doctor of Philosophy in Quality Systems Management degree by the National Graduate School of Quality Management, Falmouth, Massachusetts. He served in the U.S. Army.

Mr. Henderson’s knowledge of the direct marketing industry and his experience as Postmaster General, and more recently as an officer of and advisor to high-tech companies, qualify him to serve on our Board. His management background and his experience chairing the compensation committee of another public company particularly qualify him to serve as the Compensation Committee chair, and his service on the board of another high-tech public company in the marketing arena allows him to provide additional value to the Board of Directors.

Scott E. Howe, 50, has served as a member ofage 53, is the Board of Directors since 2011. Mr. Howe joined the Company in 2011 as its Chief Executive Officer and President.of the Company. Prior to joining the Company in 2011, he served as corporate vice president of Microsoft Advertising Business Group from 2007–2010. In this role, he managed a multi-billion-dollar business encompassing all emerging businesses related to online advertising, including search, display, ad networks,in-game, mobile, digital cable and a variety of enterprise software applications. Mr. Howe was employed from 1999–2007 as an executive and later as a corporate officer at aQuantive, Inc. where he managed three lines of business, including Avenue A|A | Razorfish (a leading Seattle-based global consultancy in digital marketing and technology), DRIVE Performance Media (now Microsoft Media Network), and Atlas International (an adserving technology now owned by Facebook). Earlier in his career, he was with The Boston Consulting Group and Kidder, Peabody & Company, Inc. He previously served on the boards of Blue Nile, Inc., a leading online retailer of diamonds and fine jewelry, and the Internet Advertising Bureau (IAB), and the Center for Medical Weight Loss.Bureau. He is a magna cum laude graduate of Princeton University, where he earned a degree in economics, and he holds an MBA from Harvard University.

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The Board



Warren C. Jenson, age 64, is the Company’s President, Chief Financial Officer & Executive Managing Director of Directors believes itInternational. He joined the Company in 2012 and is importantresponsible for all aspects of LiveRamp’s financial management and the Company’s business operations outside the United States. Prior to joining the Company Mr. Jenson served as COO at Silver Spring Networks, a successful start-up specializing in smart grid networking technology, where he had responsibility for the company’s service delivery, operations and manufacturing organizations. From 2002 - 2008 he was CFO at Electronic Arts Inc., a leading global interactive entertainment software company. He has more than 30 years of experience in operational finance and has been CFO of some of the most important success stories of the last two decades, including Amazon.com, NBC and Electronic Arts. In addition, he was twice designated one of the “Best CFOs in America” by Institutional Investor magazine, and he was also honored as Bay Area Venture CFO of the Year in 2010. He also has significant experience in mergers and acquisitions, as well as in the development and formulation of strategic partnerships. Mr. Jenson’s board experience includes DigitalOcean (NYSE: DOCN) (2020 – present), Cardtronics (NASDAQ: CATM) (2018 – present), Digital Globe (NYSE: DGI) (2008 – 2017), Tapjoy (2013 – present), PowerSchool (2021 – present). He previously served on the board of the Marshall School of Business at the University of Southern California. He holds a bachelor’s degree in accounting and a master of accountancy degree, both from Brigham Young University
Jerry C. Jones, age 65, is the Company’s chief executive officerExecutive Vice President, Chief Ethics and Legal Officer, and Assistant Secretary. He joined the Company in 1999 and currently oversees the Company’s legal, data ethics and human resources matters. He also assists in the strategy and execution of mergers and alliances and the Company’s strategic initiatives. Prior to servejoining the Company, Mr. Jones was employed for 19 years as an attorney with the Rose Law Firm in Little Rock, Arkansas, representing a broad range of business interests. Mr. Jones is a member of the Board, as the CEO is in a unique position to understand the challenges and issues facing the Company. Among Mr. Howe’s qualifications are his demonstrated leadership skills and his prior work experience, including over a decade of corporate leadership in the digital advertising industry, which qualify him to serve both as CEO and as a director.

Clark M. Kokich, 66, has served as a member of the Board of Directors since 2009. Mr. Kokich is currently working as a consultant. He served as executive chairman of the board of directors of Marchex,Agilysys, Inc. (NASDAQ: MCHX)AGYS), a mobileleading developer and online advertising company basedmarketer of proprietary enterprise software, services and solutions to the hospitality and retail industries, where he serves on the Compensation Committee and the Nominating & Governance Committee. He also serves on the executive committee of Privacy for America, the board of directors of ForwARd Arkansas and is a co-founder of uhire U.S. He is a Special Advisor to the Club de Madrid, an organization composed of over 100 former Presidents and Prime Ministers from more than 60 democratic countries.Mr. Jones was a member of the board of directors of Heifer International until 2019 and Entrust, Inc. until it was purchased by private investors in Seattle, from 2015 to 2016 and as chief strategy officer of Marchex from 2013 to 2015. For2009.He is the prior 14 years Mr. Kokich was an executive at Razorfish, a leading Seattle-based global consultancy in digital marketing and technology, serving most recently asformer chairman of the board. Prior to joining Razorfish, he was CEOboard of Calla Bay, Inc.the Arkansas Virtual Academy, a statewide virtual public school, and was previously director of sales and marketing for a division of McCaw Cellular Communications. In his early career he spent 12 years in traditional advertising, including the position of executive vice president/managing director for Cole & Weber, a division of Ogilvy & Mather. He is a directorformer member of Childhaven, a Seattle children’s charity, and Inspo Network, a Seattle media company whose video platform creates original, television-quality shows reaching more than 120 million viewers. He previously served as a directorthe UA Little Rock Board of Rocket Fuel Inc. (NASDAQ: FUEL), an advertising technology company, until its merger in 2017 into Sizmek, a privately held company. Visitors.Mr. KokichJones holds a bachelor’s degree in financepublic administration and a juris doctorate degree, both from the University of Oregon.

Mr. Kokich’s qualifications to serve on our Board include his backgroundArkansas.


Anneka R. Gupta, age 33, is President and Head of Products and Platforms at LiveRamp. In this role she is responsible for product development, engineering, operations and go-to-market functions. In addition, she has an executive role in the fieldplanning and execution of digital marketing and technology, his experience in traditional marketing, and his years of management experience. This combination of experience in both management and marketing allow him to understand the Company’s challenges in a global marketplace. Mr. Kokich also brings technological expertise todiversity, inclusion and belonging (“DIB”) program and strategy. Ms. Gupta has led several of the Board gained through his service with Marchex, Inc.Company’s strategic initiatives, including the debut of LiveRamp’s Authenticated Traffic Solution (“ATS”), Rocket Fuel Inc., Razorfish and other technology companies. His long-term experience asthe development of the Company’s Safe Haven® platform for secure data partnerships.

Ms. Gupta is a director qualify him to serve as chair of the Governance/Nominating Committee.

Debora B. Tomlin, 49, has served as a member of the Board since 2016. Since 2013, Ms. Tomlin has served in her current position as chief marketingInteractive Advertising Bureau and customer officer for CSAA Insurance Group (“CSAA”), a major provider ofAAA-branded insurance, and served as CSAA’s chief marketing officer from 2012-2013. She leads marketing and distribution, including brand; marketing analytics and market research; customer experience management; AAA club and agency operations and relationships; and direct marketing and sales. From 2007–2012, Ms. Tomlin held several senior leadership positions, including vice president of marketing, with Capital One Financial Corp. (NYSE: COF), where she headed commercial banking, retail marketing and sponsorships. She led Capital One’s regional marketing effort, leveraging the footprint and deep community roots of the bank’s local markets. Prior to that role, she led the marketing strategy for Capital One’s national small business credit cards. Before joining Capital One, Ms. Tomlin held the roles of senior marketing officer and head of corporate brand for USAA Insurance Company, where she designed and delivered industry-recognized programs in marketing and customer management. Prior to USAA, she held numerous marketing positions, including chief marketing officer at LOMA, an Atlanta-based international organization that provides consulting services for distribution, operational management, and education training for global financial services companies. Ms. Tomlin servesis also on the board of directors of Tinuiti, the YMCA of San Francisco.largest independent performance marketing firm. She is a former member ofwas recently included in the board of the Amyotrophic Lateral Sclerosis (ALS) Society of Georgia. She is also active in numerous marketing organizations and has been repeatedly honored by the San Francisco Business TimesTimes’ 2021 “40 Under 40” listing. In 2020, she was named a “Rising Star” by AdExchanger and was featured in Business Insider as one of the Bay Area’s Most Influential Women in Business.key executives shaping the future of marketing technology. She has also been featured on the DMN “40 Under 40” listing, Marketing Edge’s “Rising Stars,” and Ad Age’s “Top 10 Digital Marketing Innovators.” Ms. TomlinGupta holds a bachelor’sBachelor of Science degree in EnglishMathematics and Computational Sciences from Siena CollegeStanford University and has completed the Executive Program at the Stanford University Graduate School of Business.



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Item 1A. Risk Factors
An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this Annual Report on Form 10-K and in other public filings before making an investment decision. Our business, prospects, financial condition, or operating results could be harmed by any of these risks, as well as other risks not currently known to us or that we currently consider immaterial. If any of such risks and uncertainties actually occurs, our business, financial condition or operating results could differ materially from the plans, projections and other forward-looking statements included in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this report and in our other public filings. The trading price of our common stock could decline due to any of these risks, and, as a result, you may lose all or part of your investment.

Risks Related to Our Business and Strategy

We are dependent upon customer renewals, the addition of new customers and increased revenue from existing customers for our subscription revenue through our LiveRamp platform andour marketplace and other business.

To sustain or increase our revenue, we must regularly add new clients and encourage existing clients to maintain or increase their business with us. As the market matures and as existing and new market participants produce new and different approaches to enable businesses to address their respective needs that compete with our offerings, we may be forced to reduce the prices we charge, may be unable to renew existing customer agreements, or enter into new customer agreements at the same prices and upon the same terms that we have historically obtained. If our new business and cross-selling efforts are unsuccessful or if our customers do not expand their use of our platform or adopt additional offerings and features, our operating results may suffer.

Our existing customers have no obligation to renew their contracts upon expiration of their contractual subscription period and may not choose to renew their contracts for a variety of reasons. In the normal course of business, some customers have elected not to renew, and it is difficult to predict attrition rates. Our renewal rates may decline or fluctuate as a result of a number of factors, including customer satisfaction, pricing changes, the prices of services offered by our competitors, mergers and acquisitions affecting our customer base, and reductions in our customers’ spending levels or other declines in customer activity. If our customers do not renew their contracts or decrease the amount they spend with us, our revenue will decline and our business will suffer.

A decline in new or renewed subscriptions in any period may not be immediately reflected in our reported financial results for that period but may result in a decline in our revenue in future periods. If we were to experience significant downturns in subscription sales and renewal rates, our reported financial results might not reflect such downturns until future periods. Moreover, the conditions caused by the COVID-19 pandemic have affected, and may continue to affect the rate of spending on advertising products and have and could continue to adversely affect our customers’ ability or willingness to purchase our offerings, delay prospective customers’ purchasing decisions, increase pressure for pricing discounts, lengthen payment terms, reduce the value or duration of their subscription contracts, or increase customer attrition rates, all of which could adversely affect our future sales, operating results and overall financial performance.

The loss of a contract upon which we rely for a significant portion of our revenues could adversely affect our operating results. 
Our ten largest clients represented approximately 33% of our revenues in fiscal year 2021. If all of our individual client contractual relationships were aggregated at the holding company level, one client, The Interpublic Group of Companies, accounted for 11% of our revenues in fiscal year 2021. The loss of, or decrease in revenue from, any of our significant clients for any reason could have a material adverse effect on our revenue and operating results, which could be exacerbated by client consolidation, changes in technologies or solutions used by our clients, changes in demand for our platform, client bankruptcies or departures from their respective industries, pricing competition or deviation from marketing and sales methods, any one of which may result in even fewer contractual relationships accounting for a high percentage of our revenue and reduced demand from any single significant client.

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In addition, some of our clients have used, and may in the future use, the size and relative importance of their purchases to our business to require that we enter into agreements with more favorable terms than we would otherwise agree to, to obtain price concessions, or to otherwise restrict our business.

Data suppliers may withdraw data that we have previously collected or withhold data from us in the future, leading to our inability to provide products and services to our clients, which could lead to a decrease in revenue and loss of client confidence.
Much of the data that we use is either purchased or licensed from third-party data suppliers, and we are dependent upon our ability to obtain necessary data licenses on commercially reasonable terms. We could suffer material adverse consequences if our data suppliers were to withhold their data from us or materially limit our use of their data, which could occur for a variety of reasons, including because we fail to maintain sufficient relationships with the suppliers or because they decline to provide, or are prohibited from providing, such data to us due to legal, contractual, privacy, competitive or other economic concerns. For example, data suppliers could withhold their data from us if there is a competitive reason to do so, if we breach our contract with a supplier, if we breach their expectations of our use of their data, if they are acquired by one of our competitors, if legislation is passed restricting the use or dissemination of the data they provide, if market optics become negative regarding the sharing of their data with third parties or allowing the setting of cookies from their sites, if publishers change their privacy policies or user settings in a material manner that turns off or diminishes the volume of data we receive, or if judicial interpretations are issued restricting use of such data, or for other reasons. Further, definitions in enacted or proposed state-level data broker legislation could be interpreted to apply to LiveRamp, potentially exposing the Company to negative perceptions and diminishing data available to it. Additionally, we could terminate relationships with our data suppliers if they fail to adhere to our data quality standards. If a substantial number of data suppliers were to withdraw or withhold their data from us or substantially limit our use of their data, or if we were to sever ties with our data suppliers based on their inability to meet appropriate data standards, our ability to provide products and services to our clients could be materially adversely impacted, which could result in decreased revenues and operating results.

Our business is subject to substantial competition from a diverse group of competitors. New products and pricing strategies introduced by these competitors could decrease our market share or cause us to lower our prices in a manner that reduces our revenues and operating margin.
We operate in a highly competitive and rapidly changing industry. With the introduction of new technologies and the influx of new entrants to the market, we expect competition to persist and intensify in the future, which could harm our ability to increase revenue and operating results. In addition to existing competitors and intermediaries, we may also face competition from new companies entering the market, which may include large established companies, all of which currently offer, or may in the future offer, products and services that result in additional competition. These competitors may be in a better position to develop new products and pricing strategies that more quickly and effectively respond to changes in customer requirements in these markets. These competitors and new products and technologies may be disruptive to our existing platform offerings, resulting in operating inefficiencies and increased competitive pressure. Some of our competitors may choose to sell products or services competitive to ours at lower prices by accepting lower margins and profitability, or may be able to sell products or services competitive to ours at lower prices given proprietary ownership of data, technical superiority or economies of scale. Such introduction of competent, competitive products, pricing strategies or other technologies by our competitors that are superior to or that achieve greater market acceptance than our products and services could adversely affect our business. In such event, we could experience a decline in market share and revenues and be forced to reduce our prices, resulting in lower profit margins for the Company.

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The extent to which the ongoing COVID-19 pandemic, including the resulting global economic uncertainty, and measures taken in response to the pandemic could continue to impact our business and future results of operations and financial condition will depend on future developments, which are highly uncertain and difficult to predict.

The COVID-19 pandemic has disrupted the flow of the economy and put unprecedented strains on governments, health care systems, educational institutions, businesses and individuals around the world. The ongoing impact on the global population and the duration of the COVID-19 pandemic is difficult to assess or predict. It is even more difficult to predict the future impact on the global economic market, which will be highly dependent upon the actions of governments, businesses and other enterprises in response to the pandemic and the effectiveness of those actions. The pandemic has caused, and is likely to result in further, significant disruption of global financial markets and economic uncertainty. While the COVID-19 pandemic has not materially adversely impacted our sales or operations, we continue to monitor our operations, the operations of our customers and corporate partners, and government recommendations. The spread of an infectious disease may also result in, and, in the case of the COVID-19 pandemic has resulted in, regional quarantines, labor shortages or stoppages, changes in consumer purchasing patterns, disruptions to service providers to deliver data on a timely basis, or at all, and overall economic instability.

A recession, depression or other sustained adverse market events resulting from the spread of COVID-19 could materially and adversely affect our business and the value of our common stock. Our customers or potential customers, particularly in industries most impacted by the COVID-19 pandemic including transportation, travel and hospitality, retail and energy, may reduce their advertising spending or delay their advertising initiatives, which could materially and adversely impact our business. We may also experience curtailed customer demand, reduced customer spend or contract duration, delayed collections, lengthened payment terms and increased competition due to changes in terms and conditions and pricing of our competitors’ products and services that could materially adversely impact our business, results of operations and overall financial performance in future periods. Existing and potential customers may choose to reduce or delay technology spending in response to the COVID-19 pandemic, or may attempt to renegotiate contracts and obtain concessions, which may materially and negatively impact our operating results, financial condition and prospects.

In response to the COVID-19 pandemic, we have temporarily closed most of our offices (including our headquarters), encouraged our employees to work remotely, implemented restrictions on all non-essential travel, and shifted certain of our customer, industry, investor, and employee events to virtual-only experiences and may deem it advisable to similarly alter, postpone or cancel entirely additional events in the future. Certain costs incurred in preparation for these events could not be recovered. If the COVID-19 pandemic worsens, especially in regions in which we have material operations or sales, our business activities originating from affected areas, including sales-related activities, could be adversely affected. Disruptive activities could include business closures in impacted areas, further restrictions on our employees’ and other service providers’ ability to travel, impacts to productivity if our employees or their family members experience health issues, and potential delays in hiring and onboarding of new employees. Further, we may experience increased cyberattacks and security challenges as our global employee base works remotely. Our employees' ability to effectively work remotely is also impacted by continued availability of internet connectivity and a master’s degree in political science from North Carolina State University.

Asgeneral degradation of such would negatively impact their ability to work effectively.


The extent to which the chief marketingCOVID-19 pandemic impacts our business will depend on future developments, which are not within our control, are highly uncertain and customer officer of onecannot be predicted. Such future developments may include, among others, the duration and spread of the country’s top insurance companies, Ms. Tomlin’s extensive marketing background qualifies heroutbreak, new information that may emerge concerning the severity of COVID-19 (including new variants) and government actions to servecontain COVID-19 or treat its impact, impact on our Board. customers and our sales cycles, impact on our customer, industry or employee events, and effect on our partners, vendors and supply chains. A significant outbreak of infectious diseases could result in, and in the case of COVID-19, has resulted in, a widespread health crisis that could adversely affect, and, in the case of COVID-19, has adversely affected economies and financial markets worldwide, resulting in an economic downturn or a prolonged contraction in the industries in which our customers operate that could affect demand for our products and services and otherwise adversely impact our business, financial condition and results of operations. While the majority of our revenues, billings and earnings are relatively predictable as a result of our subscription-based business model, the effect of the COVID-19 pandemic may not be fully reflected in our results of operations and overall financial performance until future periods.

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In addition, herin-depth knowledgewe have seen significant volatility in the global markets, as well as significant interest rate and foreign currency volatility. As a result, the trading prices for our common stock and other S&P 500 and technology companies have been highly volatile, and such volatility may continue for the duration of twoand possibly beyond the COVID-19 pandemic.

The failure to attract, recruit, onboard and retain qualified personnel could hinder our ability to successfully execute our business strategy, which could have a material adverse effect on our financial position and operating results. 
Our growth strategy and future success depends in large part on our ability to attract, recruit, onboard, motivate and retain technical, client services, sales, consulting, research and development, marketing, administrative and management personnel, all of which may be made more difficult by the COVID-19 pandemic and the restrictions intended to prevent its spread. The complexity of our products, processing functionality, software systems and services requires highly trained professionals. While we presently have a sophisticated, dedicated and experienced team of executives and associates who have a deep understanding of our business, the labor market for these individuals has historically been very competitive due to the limited number of people available with the necessary technical skills and understanding. As our industry continues to become more technologically advanced, we anticipate increased competition for qualified personnel. We may incur significant costs to attract and retain highly trained personnel and we may lose new employees to our competitors or other technology companies before we realize the benefit of our investment in recruiting and training them, and our succession plans may be insufficient to ensure business continuity if we are unable to retain key personnel. The loss or prolonged absence of the Company’s primary client industries, insuranceservices of highly trained personnel like our current team of executives and banking, offer opportunities forassociates, or the Boardinability to recruit, attract, onboard and retain additional, qualified associates, could have a material adverse effect on our business, financial position or operating results. 
If we cannot maintain our culture as we grow, we could lose the innovation, teamwork, passion and focus on execution that we believe contribute to our success, and our business may be harmed.

We believe that a critical component to our success has been our company culture, which is based on transparency and personal autonomy. We have invested substantial time and resources in building our team within this company culture. Any failure to preserve our culture could negatively affect our ability to retain and recruit personnel and to proactively focus on and pursue our corporate objectives. The COVID-19 pandemic has resulted in unique challenges to this objective by forcing large numbers of Directorsour employees to obtain insights intowork remotely while facing unique personal and professional challenges in doing so. If we fail to maintain our company culture, our business may be adversely impacted.

Failure to keep up with rapidly changing technologies and marketing practices could cause our products and services to become less competitive or obsolete, which could result in loss of market share and decreased revenues and results of operations.
Advances in information technology are changing the Company’s strategies from a customer perspective.

Audit/Finance Committee

The Audit/Finance Committeeway our clients use and purchase information products and services.  Maintaining the technological competitiveness of our products, processing functionality, software systems and services is a separately-designated standing committeekey to our continued success.  However, the complexity and uncertainty regarding the development of the Board of Directors. The members of the Audit/Finance Committee currently are Messrs. Fox (Chair), Battelle, and Dillard and Ms. Tomlin, each of whom is deemed independent under the NASDAQ listing standards and SEC rules. The Board has determined that Messrs. Fox and Dillard each qualify as “audit committee financial experts” as defined by SEC rules.

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The Audit/Finance Committee assists the Board in overseeing the Company’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 managementnew technologies and the Board.extent and timing of market acceptance of innovative products and services create difficulties in maintaining this competitiveness.  Without the timely introduction of new products, services and enhancements, our offerings will become technologically or commercially obsolete over time, in which case our revenue and operating results would suffer.

Consumer needs and expectations and the business information industry as a whole are in a constant state of change.  Our ability to continually improve our current processes and products in response to changes in technology and to develop new products and services are essential in maintaining our competitive position, preserving our market share and meeting the increasingly sophisticated requirements of our clients.  If we fail to enhance our current products and services or fail to develop new products in light of emerging technologies and industry standards, we could lose clients to current or future competitors, which could result in impairment of our growth prospects, loss of market share and decreased revenues.

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Acquisition and divestiture activities may disrupt our ongoing business and may involve increased expenses, and we may not realize the financial and strategic goals contemplated at the time of a transaction, all of which could adversely affect our business and growth prospects.

Historically, we have engaged in acquisitions to grow our business. To the extent we find suitable and attractive acquisition candidates and business opportunities in the future, we may continue to acquire other complementary businesses, products and technologies and enter into joint ventures or similar strategic relationships. The pursuit of acquisitions may divert the attention of management, disrupt ongoing business, and cause us to incur various expenses in identifying, investigating, and pursuing suitable acquisitions, whether or not they are consummated. While we believe we will be able to successfully integrate newly acquired businesses into our existing operations, there is no certainty that future acquisitions or alliances will be consummated on acceptable terms or that we will be able to integrate successfully the services, content, products and personnel of any such transaction into our operations.  In addition, the committee monitors all majorpursuit of any future acquisitions, joint ventures or similar relationships may cause a disruption in our ongoing business and distract our management and cause us to incur various expenses in identifying, investigating, and pursuing suitable acquisitions, whether or not they are consummated. An acquisition may later be found to have a material legal or ethical issue, not disclosed or discovered prior to acquisition. Further, we may be unable to realize the revenue improvements, cost savings and other intended benefits of any such transaction. The occurrence of any of these events could result in decreased revenues, net income and earnings per share.
We have also divested assets in the past and may do so again in the future. As with acquisitions, divestitures involve significant risks and uncertainties, such as disruption of our ongoing business, reductions of our revenues or earnings per share, unanticipated liabilities, legal risks and costs, the potential loss of key personnel, distraction of management from our ongoing business, impairment of relationships with employees and clients because of migrating a business to new owners.

Because acquisitions and divestitures are inherently risky, transactions we undertake may not be successful and may have a material adverse effect on our business, results of operations, financial matters pertainingcondition or cash flows.

Our operations outside the U.S. are subject to risks that may harm the Company’s business, financial condition or results of operations. 
During the last fiscal year, we received approximately 6% of our revenues from business outside the United States. In those non-U.S. locations where legislation restricting the collection and use of personal data currently exists, less data is available and at a much higher cost. In some foreign markets, the types of products and services we offer have not been generally available and thus are not fully understood by prospective clients. Upon entering these markets, we must educate and condition the markets, increasing the cost and difficulty of successfully executing our business plan in these markets. Additionally, each of our foreign locations is generally expected to fund its own operations and cash flows, although periodically funds may be loaned or invested from the U.S. to the Company, assistsforeign subsidiaries. Because of such loan or investment, exchange rate movements of foreign currencies may have an impact on our future costs of, or future cash flows from, foreign investments. We have not entered into any foreign currency forward exchange contracts or other derivative instruments to hedge the Boardeffects of adverse fluctuations in long-rangeforeign currency exchange rates.
Additional risks inherent in our non-U.S. business activities generally include, among others, the costs and difficulties of managing international operations, potentially adverse tax consequences, and greater difficulty enforcing intellectual property rights. The various risks that are inherent in doing business in the U.S. are also generally applicable to doing business outside of the U.S., but such risks may be exaggerated by factors normally associated with international operations, such as differences in culture, laws and regulations, especially restrictions on collection, management, aggregation, localizations, and use of information. Failure to effectively manage the risks facing our non-U.S. business activities could materially adversely affect our operating results.
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In addition, when operating in foreign jurisdictions, we must comply with complex foreign and U.S. laws and regulations, such as the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and other local laws prohibiting corrupt payments to government officials, as well as anti-competition regulations and data protection laws and regulations. Violations of these laws and regulations could result in fines and penalties, criminal sanctions, restrictions on our business conduct and on our ability to offer our products and services in one or more countries. Such violations could also adversely affect our reputation with existing and prospective clients, which could negatively impact our operating results and growth prospects.
A significant breach of the confidentiality of the information we hold or of the security of our or our customers’, suppliers’, or other partners’ computer systems could be detrimental to our business, reputation and results of operations.
Our business requires the storage, transmission and utilization of data, including personally identifiable information, much of which must be maintained on a confidential basis. These activities may make us a target of cyber-attacks by third parties seeking unauthorized access to the data we maintain, including our data and client data, or to disrupt our ability to provide service. Any failure to prevent or mitigate security breaches and improper access to or disclosure of the data we maintain, including personal information, could result in the loss or misuse of such data, which could harm our business and reputation and diminish our competitive position. Our clients and suppliers are increasingly imposing more rigorous contractual obligations on us relating to data security protections. If we are unable to maintain protections and processes at a level equal to that required by our clients and suppliers, it could negatively affect our relationships with those clients and suppliers or increase our operating costs. In addition, computer malware, viruses, social engineering, and general hacking have become more prevalent. As a result of the types and volume of personal data on our systems, we believe that we are a particularly attractive target for such breaches and attacks.

In recent years, the frequency, severity and sophistication of cyber-attacks, computer malware, viruses, social engineering and other intentional misconduct by computer hackers have significantly increased, including the ability to evade detection or obscure their activities, and government agencies and security experts have warned about the growing risks of hackers, cyber criminals and other potential attackers targeting information technology systems. Such third parties could attempt to gain entry to our systems for the purpose of stealing data or disrupting the systems. In addition, our security measures may also be breached due to employee error, malfeasance, system errors or vulnerabilities, including vulnerabilities of our vendors, suppliers, their products, or otherwise. Third parties may also attempt to fraudulently induce employees or clients into disclosing sensitive information such as user names, passwords or other information to gain access to our clients’ data or our data, including intellectual property and other confidential business information. The COVID-19 pandemic has generally increased opportunities available to hackers and cyber criminals as more companies and individuals work online from remote locations We believe we have taken appropriate measures to protect our systems from intrusion, but we cannot be certain that advances in criminal capabilities, discovery of new vulnerabilities in our systems and attempts to exploit those vulnerabilities, physical system or facility break-ins and data thefts or other developments will not compromise or breach the technology protecting our systems and the information we possess.

Although we have developed systems and processes that are designed to protect our data, our client data, and data transmissions to prevent data loss, and to prevent or detect security breaches, our databases have in the past been and in the future may be subject to unauthorized access by third parties, and we may incur significant costs in protecting against or remediating cyber-attacks. Any security breach could result in operational disruptions that impair our ability to meet our clients’ requirements, which could result in decreased revenues. Also, whether there is an actual or a perceived breach of our security, our reputation could suffer irreparable harm, causing our current and prospective clients to reject our products and services in the future and deterring data suppliers from supplying us data. Further, we could be forced to expend significant resources in response to a security breach, including those expended in repairing system damage, increasing cyber security protection costs by deploying additional personnel and protection technologies, and litigating and resolving legal claims or governmental inquiries and investigations, all of which could divert the attention of our management and key personnel away from our business operations. In any event, a significant security breach could materially harm our business, financial planning,condition and makes recommendationsoperating results.

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Our clients, suppliers and other partners are primarily responsible for the security of their information technology environments, and we rely heavily on them and other third parties to supply clean data content and/or to utilize our products and services in a secure manner. Each of these third parties may face risks relating to cyber security, which could disrupt their businesses and therefore materially impact ours. While we provide guidance and specific requirements in some cases, we do not directly control any of such parties’ cyber security operations, or the amount of investment they place in guarding against cyber security threats. Accordingly, we are subject to any flaw in or breaches of their systems, which could materially impact our business, operations and financial results.


Finally, while we maintain cyber liability insurance coverage that may cover certain liabilities in connection with a cyber-security incident, we cannot be certain that our insurance coverage will be adequate for liabilities actually incurred, that insurance will continue to be available to us on commercially reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim. The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have a material adverse effect on our business, financial condition, financial results and reputation.

Unfavorable publicity and negative public perception about our industry could adversely affect our business and operating results.
With the growth of online advertising and e-commerce, there is increasing awareness and concern among the general public, privacy advocates, mainstream media, governmental bodies and others regarding marketing, advertising, and data privacy matters, particularly as they relate to individual privacy interests and the global reach of the online marketplace. Any unfavorable publicity or negative public perception about us, our industry, including our competitors, or even other data focused industries can affect our business and results of operations, and may lead to digital publishers changing their business practices or additional regulatory scrutiny or lawmaking that affects us or our industry. For example, in recent years, consumer advocates, mainstream media and elected officials have increasingly and publicly criticized the data and marketing industry for its collection, storage and use of personal data. The negative public attention Facebook faced following revelations about Cambridge Analytica's use of data led Facebook to change how it delivers targeted advertising, as well as its relationship with us and some of our competitors. Additional public scrutiny may lead to general distrust of our industry, consumer reluctance to share and permit use of personal data and increased consumer opt-out rates, any of which could negatively influence, change or reduce our current and prospective clients’ demand for our products and services and adversely affect our business and operating results. 

Interruptions or delays in service from our third-party data center providers could impair our ability to deliver our products and services to our customers, resulting in customer dissatisfaction, damage to our reputation, loss of customers, limited growth and reduction in revenue.

We currently serve the majority of our platform functions from third-party data center hosting facilities operated by Google Cloud Platform and Amazon Web Services. Our operations depend, in part, on our third-party facility providers’ abilities to protect these facilities against any damage or interruption from natural disasters, such as earthquakes and hurricanes, power or telecommunication failures, criminal acts and similar events. In the event that any of our third-party facilities arrangements is terminated, or if there is a lapse of service or damage to a facility, we could experience interruptions in our platform as well as delays and additional expenses in arranging new facilities and services.

Any damage to, or failure of, the systems of our third-party providers could result in interruptions to our platform. Despite precautions taken at our data centers, the occurrence of spikes in usage volume, a natural disaster, such as earthquakes or hurricane, an act of terrorism, vandalism or sabotage, a decision to close a facility without adequate notice, or other unanticipated problems at a facility could result in lengthy interruptions in the availability of our platform. Even with current and planned disaster recovery arrangements, our business could be harmed. Also, in the event of damage or interruption, our insurance policies may not adequately compensate us for any losses that we may incur. These factors in turn could further reduce our revenue, subject us to liability and cause us to issue credits or cause customers to fail to renew their subscriptions, any of which could materially adversely affect our business.

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Weare dependent on the continued availability of third-party data hosting and transmission services.

We incur significant costs with our third-party data hosting services. If the costs for such services increase due to vendor consolidation, regulation, contract renegotiation, or otherwise, we may not be able to increase the fees for our products and services to cover the changes. As a result, our operating results may be significantly worse than forecasted.

If the use of “third-party cookies” or other tracking technology is rejected by Internet users, restricted or otherwise subject to unfavorable regulation, blocked or limited by technical changes on end users’ devices, or our and our clients’ ability to use data on our platform is otherwise restricted, all of which could materially impact our business.

Digital advertising mostly relies on the use of cookies, pixels and other similar technology, including mobile device identifiers that are provided by mobile operating systems for advertising purposes, which we refer to collectively as cookies, to collect data about interactions with users and devices. To provide our platform, we utilize third-party cookies, which are cookies owned and used by parties other than the owners of the website visited by the Internet user. Our cookies are used to record information tied to a random unique identifier, including such information as when an Internet user views an ad, clicks on an ad or visits one of our advertiser’s websites through a browser while the cookie is active. We use cookies to help us achieve our advertisers’ campaign goals on the web, to limit the instances that an Internet user sees the same advertisement, to report information to our advertisers regarding the Company’s capitalperformance of their advertising campaigns and debt structure.to detect and prevent malicious behavior and invalid traffic throughout our network of inventory. We also use data from cookies to help our clients decide whether to bid on, and how to price, an opportunity to place an advertisement in a specific location, at a given time, in front of a particular Internet user. Additionally, our clients use cookies and other technologies to add information they have collected or acquired about users into our platform. Without such data, our clients may not have sufficient insight into an Internet user’s activity, which may compromise their and our ability to determine which inventory to purchase for a specific campaign and undermine the effectiveness of our platform.

Cookies may be deleted or blocked by Internet users who do not want information to be collected about them. The most commonly used Internet browsers—Chrome, Firefox, Internet Explorer and Safari—allow Internet users to modify their browser settings to prevent cookies from being accepted by their browsers. In January 2020, Google publicly stated it intends for Chrome to block third-party cookies at some point in the following 24 months. In April 2021, Google began releasing software updates to its Chrome browser with features to phase-out third party cookies. Mobile devices allow users to opt out of the use of mobile device IDs for targeted advertising. Additionally, the Safari browser currently blocks some third-party cookies by default and has recently added controls that algorithmically block or limit some cookies. Other browsers have added similar controls. In addition, Internet users can delete cookies from their computers at any time. Some Internet users also download free or paid ad blocking software that not only prevents third-party cookies from being stored on a user’s computer, but also blocks all interaction with a third-party ad server. Google has introduced ad blocking software in its Chrome web browser that will block certain ads based on quality standards established under a multi-stakeholder coalition. Additionally, the DAA, NAI, their international counterparts, and our company have certain opt-out mechanisms for users to opt out of the collection of their information via cookies. If more Internet users adopt these settings or delete their cookies more frequently than they currently do, or restrictions are imposed by advertisers and publishers, there are changes in technology or new developments in laws, regulations or industry standards around cookies, our business could be harmed.

For in-app advertising, data regarding interactions between users and devices are tracked mostly through stable, pseudonymous mobile device identifiers that are built into the device operating system with privacy controls that allow users to express a preference with respect to data collection for advertising, including to disable the identifier. These identifiers and privacy controls are defined by the developers of the mobile platforms and could be changed by the mobile platforms in a way that may negatively impact our business. Privacy aspects of other channels for programmatic advertising, such as CTVs or over-the-top video, are still developing. Technical or policy changes, including regulation or industry self-regulation, could harm our growth in those channels.

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As the collection and use of data for digital advertising has received ongoing media attention over the past several years, some government regulators, such as the FTC, and privacy advocates have raised significant concerns around observed data. There has been an array of 'do-not-track' efforts, suggestions and technologies introduced to address these concerns. However, the potential regulatory and self-regulatory landscape is inherently uncertain, and there is not yet a consensus definition of tracking, nor agreement on what would be covered by 'do-not-track' functionality. There is activity by the major Internet browsers to default set on 'do-not-track' functionality, including by Apple Safari and Firefox. It overseesis not clear if other Internet browsers will follow. Substantial increases in the managementrate and number of people opting out of various data collection processes could have a negative impact on our business and the ecosystems in which we operate.

In addition, in the EU, Directive 2002/58/EC (as amended by Directive 2009/136/EC), commonly referred to as the ePrivacy or Cookie Directive, directs EU member states to ensure that accessing information on an Internet user’s computer, such as through a cookie and other similar technologies, is allowed only if the Internet user has been informed about such access and given his or her consent. A replacement for the Cookie Directive to complement and bring electronic communication services in line with the GDPR and force a harmonized approach across EU member states is currently with the EU Council for a trilogue to decide its final effective date. Like the GDPR, the proposed ePrivacy Regulation has extra-territorial application as it applies to businesses established outside the EU who provide publicly-available electronic communications services to, or gather data from the devices of, users in the EU. Though still subject to debate, the proposed ePrivacy Regulation may limit the lawful bases available to process digital data and require "opt-in" consent. The fines and penalties for breach of the proposed ePrivacy Regulation may be significant. Limitations on the use or effectiveness of cookies, or other limitations on our, or our clients’, ability to collect and use data for advertising, whether imposed by EU member state implementations of the Cookie Directive, by the new ePrivacy Regulation, or otherwise, may impact the performance of our platform. We may be required to, or otherwise may determine that it is advisable to, make significant changes in our business operations and product and services to obtain user opt-in for cookies and use of cookie data, or develop or obtain additional tools and technologies to compensate for a lack of cookie data. We may not be able to make the necessary changes in our business operations and products and services to obtain user opt-in for cookies and use of cookie data, or develop, implement or acquire additional tools that compensate for a lack of cookie data. Moreover, even if we are able to do so, such additional products and tools may be subject to further regulation, time consuming to develop or costly to obtain, and less effective than our current use of cookies.

Finally, Google, the owner of the Chrome browser, has publicly stated that over the next several years it will no longer support the setting of third-party cookies. Apple, the owner of the Safari browser, had previously ceased supporting third-party cookies. Separately, and combined, these actions will have significant impacts on the digital advertising and marketing ecosystems in which we operate and could negatively impact our business. We are currently offering and continuing to develop non-cookie based alternatives that can be used in the global ecosystem.

Risks Related to Government Regulation and Taxation

Changes in legislative, judicial, regulatory, or cultural environments relating to information collection and use may limit our ability to collect and use data. Such developments could cause revenues to decline, increase the cost and availability of data and adversely affect the demand for our products and services.
We receive, store and process personal information and other data from and about consumers in addition to our clients, employees, and services providers. Our handling of this data is subject to a variety of federal, state, and foreign laws and regulations and is subject to regulation by various government authorities. Our data handling also is subject to contractual obligations and may be deemed to be subject to industry standards.

The U.S. federal and various state and foreign governments have adopted or proposed limitations on the collection, distribution, use and storage of data relating to individuals, including the use of contact information and other data for marketing, advertising and other communications with individuals and businesses. In the U.S., various laws and regulations apply to the collection, processing, disclosure, and security of certain types of data. Additionally, the FTC and many state attorneys general are interpreting federal and state consumer protection laws as imposing standards for the online collection, use, dissemination and security of data.

27

The regulatory framework for data privacy issues worldwide is currently evolving and is likely to remain uncertain for the foreseeable future. The occurrence of unanticipated events often rapidly drives the adoption of legislation or regulation affecting the use, collection or other processing of data and manners in which we conduct our business. Restrictions could be placed upon the collection, management, aggregation and use of information, which could result in a material increase in the cost of collecting or otherwise obtaining certain kinds of data and could limit the ways in which we may use or disclose information.

In particular, interest-based advertising, or the use of data to draw inferences about a user’s interests and deliver relevant advertising to that user, and similar or related practices, such as cross-device data collection and aggregation, steps taken to de-identify personal data and to use and distribute the resulting data, including for purposes of personalization and the targeting of advertisements, have come under increasing scrutiny by legislative, regulatory, and self-regulatory bodies in the U.S. and abroad that focus on consumer protection or data privacy. Much of this scrutiny has focused on the use of cookies and other technology to collect information about Internet users’ online browsing activity on web browsers, mobile devices, and other devices, to associate such data with user or device identifiers or pseudonymous identities across devices and channels. In addition, providers of Internet browsers have engaged in, or announced plans to continue or expand, efforts to provide increased visibility into, and certain controls over, cookies and similar technologies and the data collected using such technologies. For example, in January 2020 Google announced that at some point in the following 24 months the Chrome browser will block third-party cookies. In April 2021, Google began releasing software updates to its Chrome browser with features intended to phase out third-party cookies. Because we, and our clients, rely upon large volumes of such data collected primarily through cookies and similar technologies, it is possible that these efforts may have a substantial impact on our ability to collect and use data from Internet users, and it is essential that we monitor developments in this area domestically and globally, and engage in responsible privacy practices, including providing consumers with notice of the Company’s risks, includingtypes of data we collect and how we use that data to provide our services.

In the Company’s exposuresU.S., the U.S. Congress and state legislatures, along with federal regulatory authorities have recently increased their attention on matters concerning the collection and use of consumer data. In the U.S., non-sensitive consumer data generally may be used under current rules and regulations, subject to certain restrictions, so long as the person does not affirmatively “opt-out” of the collection or use of such data. If an “opt-in” model were to be adopted in the areas of finance and accounting, legal, compliance, internal controls, IT security, insurance coverages, business continuity plans,U.S., less data would be available, and the implications,cost of data would be higher. For example, California enacted legislation, the California Consumer Privacy Act (“CCPA”), that became operative on January 1, 2020 and came under California Attorney General ("AG") enforcement on July 1, 2020. The CCPA requires covered companies to, among other things, provide new disclosures to California consumers and afford such consumers new abilities to opt-out of certain sales of personal information, a concept that is defined broadly. The CCPA is the subject of regulations issued by the California AG. In November 2020 California voters also approved the ballot initiative known as the California Privacy Rights Act of 2020 (“CPRA”). Pursuant to the CPRA, the CCPA will be amended by creating additional privacy rights for California consumers and additional obligations on businesses, which could subject us to additional compliance costs as well as possible fines, individual claims and commercial liabilities for certain compliance failures. In March 2021, the Virginia legislature passed the Virginia Consumer Data Protection Act ("VCDPA"). The CPRA and VCDPA will take effect on January 1, 2023. Further modifications and regulations to these Acts could create additional liability and require costly expenditures to ensure continued compliance.

We cannot yet fully predict the full impact of the CCPA, CPRA or VCDPA on our business or operations, but they may require us to modify our data processing practices and policies and to incur substantial costs and expenses in an effort to comply. The CCPA, CPRA and VCDPA have prompted a number of proposals for federal and other state privacy legislation that, if any,enacted, could increase our exposure to potential liability, add additional complexity to compliance in the U.S. market and increase our compliance costs. For example, other states have enacted or are considering legislation similar to that of the CCPA, CPRA and VCDPA statutory frameworks, including legislation that, if enacted, would require persons to “opt-in” to the collection of certain consumer data. Decreased availability and increased costs of information could adversely affect our ability to meet our clients’ requirements and could result in decreased revenues.

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In Europe, the European General Data Protection Regulation ("GDPR") took effect on May 25, 2018 and applies to products and services that we provide in Europe, as well as the civil rightsprocessing of protected classespersonal data of individualsEU citizens, wherever that processing occurs. The GDPR includes operational requirements for companies that receive or process personal data of residents of the European Union that are different than those that were in place in the European Union. For example, we have been required to offer new controls to data subjects in Europe before processing data for certain aspects of our service. In addition, the GDPR includes significant penalties for non-compliance of up to the greater of €20 million or 4% of an enterprise’s global annual revenue. Further, the European Union is expected to replace the EU Cookie Directive governing the use of technologies to collect consumer information with the ePrivacy Regulation. The replacement ePrivacy Regulation may impose burdensome requirements around obtaining consent, and impose fines for violations that are materially higher than those imposed under the European Union’s current ePrivacy Directive and related EU member state legislation. In addition, some countries are considering or have passed legislation or interpretations implementing data protection requirements or requiring local storage and processing of data or similar requirements that could increase the cost and complexity of delivering our services. Any failure to achieve required data protection standards may result in lawsuits, regulatory fines, or other actions or liability, all of which may harm our operating results.

In June 2016, a referendum was passed in the United Kingdom to leave the European Union, commonly referred to as “Brexit.” The United Kingdom exited the European Union pursuant to Brexit on January 31, 2020, subject to a transition period for certain matters that ran December 31, 2020. Brexit has created an uncertain political and economic environment in the United Kingdom and other European Union countries. For example, a Data Protection Bill designed to be consistent with GDPR was enacted in the United Kingdom in May 2018, but it remains uncertain how data transfers to and from the United Kingdom will be regulated in the mid and long term. Pursuant to the Trade and Cooperation Agreement, which went into effect on January 1, 2021, the United Kingdom and the European Union agreed to a specified period during which the United Kingdom will be treated like a European Union member state in relation to transfers of personal data to the United Kingdom for four months from January 1, 2021 (with potential extensions). Following the expiration of the specified period, there may be an increase in the divergence in the interpretation, application and enforcement of data protection laws between the United Kingdom and the European Union. The full effect of Brexit is uncertain and depends on any agreements the United Kingdom may make to retain access to European Union markets. Consequently, no assurance can be given about the impact of the outcome and our business may be seriously harmed.

We are also subject to laws and regulations that dictate whether, how, and under what circumstances we can transfer, process and/or receive certain data that is critical to our operations, including data shared between countries or regions in which we operate and data shared among our products and services. For example, in 2016, the European Union and the U.S. agreed to an alternative transfer framework for data transferred from the European Union to the U.S., called the Privacy Shield. On July 16, 2020, however, the European Court of Justice invalidated the Privacy Shield and companies may no longer rely on it as a valid mechanism to comply with European Union data protection requirements. The invalidation of the Privacy Shield and related uncertainty regarding other data transfer mechanisms could have a significant adverse impact on our operations, while increasing our compliance costs and legal and regulatory risks. While domestic efforts between the EU and U.S. toward a replacement are underway, the timing and requirements are unclear. In addition, the other bases upon which we rely to legitimize the transfer of such issuesdata, such as Standard Contractual Clauses, have been subjected to regulatory and judicial scrutiny. If other legal bases upon which we currently rely for transferring data from Europe to the U.S. are invalidated, if we are unable to transfer data between and among countries and regions in which we operate, or if we are prohibited from sharing data among our products and services, it could affect the manner in which we provide our services or adversely affect our financial results.

In addition to government regulation, privacy advocacy and industry groups may propose new and different self-regulatory standards that either legally or contractually apply to us or our clients. We are members of self-regulatory bodies that impose additional requirements related to the collection, use, and disclosure of consumer data. Under the requirements of these self-regulatory bodies, in addition to other compliance obligations, we are obligated to provide consumers with notice about our use of cookies and other technologies to collect consumer data and of our collection and use of consumer data for certain purposes, and to provide consumers with certain choices relating to the use of consumer data. Some of these self-regulatory bodies have the ability to discipline members or participants, which could result in fines, penalties, and/or public censure (which could in turn cause reputational harm). Additionally, some of these self-regulatory bodies might refer violations of their requirements to the Federal Trade Commission or other regulatory bodies.

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Because the interpretation and application of privacy and data protection laws, regulations and standards are uncertain, it is possible that these laws, regulations and standards may be interpreted and applied in manners that are, or are asserted to be, inconsistent with our data management practices or the technological features of our solutions. If so, in addition to the possibility of fines, investigations, lawsuits and other claims and proceedings, it may be necessary or desirable for us to fundamentally change our business activities and practices or modify our products and services, which could have an adverse effect on our business. We may be unable to make such changes or modifications in a commercially reasonable manner or at all. Any inability to adequately address privacy concerns, even if unfounded, or any actual or perceived failure to comply with applicable privacy or data protection laws, regulations, standards or policies, could result in additional cost and liability to us, damage our reputation, decrease the availability of and increase costs for information, inhibit sales and harm our business. Furthermore, the costs of compliance with, and other burdens imposed by, the laws, regulations, standards and policies that are applicable to the businesses of our clients may limit the use and adoption of, and reduce the overall demand for, our platform. Privacy concerns, whether valid or not valid, may inhibit market adoption of our platform particularly in certain industries and foreign countries.

Changes in tax laws or regulations that are applied adversely to us or our customers may have a material
adverse effect on our business, cash flow, financial condition or results of operations.

New income, sales, use or other tax laws, statutes, rules, regulations or ordinances could be enacted at any time, which could affect the tax treatment of our domestic and foreign earnings. Our existing corporate structure and intercompany arrangements have been implemented in a manner we believe is in compliance with current prevailing tax laws. However, due to economic and political conditions, tax rates and tax regimes in various jurisdictions may be subject to significant changes, and the tax benefits that we intend to eventually derive could be impacted by changing tax laws. Any new taxes could adversely affect our domestic and international business operations, and our business and financial performance. Further, existing tax laws, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us, which could have a material adverse effect on our business, cash flow, financial condition or results of operations.

Governments are increasingly focused on ways to increase tax revenue, which has contributed to an increase in audit activity, more aggressive positions taken by tax authorities and an increase in tax legislation. Any such additional taxes or other assessments may be in excess of our current tax provisions or may require us to modify our business practices in order to reduce our exposure to additional taxes going forward, any of which could have a material adverse effect on the Company’s business, results of operations and reputation. It recommendsfinancial condition.

Risks Related to Intellectual Property

Third parties may claim that we are infringing their intellectual property and prioritizes capitalwe could suffer significant litigation or licensing expenses or be prevented from developing or selling products or services. Additionally, third parties may infringe our intellectual property and financial commitments, monitors related performance measurementswe may suffer competitive injury or expend significant resources enforcing our rights.
As our business is focused on data-driven results and reviews annualanalytics, we rely heavily on proprietary information technology, processes and other protectable intellectual property rights. From time to time, third parties may claim that one or more of our products or services infringe their intellectual property rights. We analyze and take action in response to such claims on a case-by-case basis. Any dispute or litigation regarding patents or other intellectual property, whether they are with or without merit, could be costly and time-consuming due to the complexity of our technology and the uncertainty of intellectual property litigation, which could divert the attention of our management and key personnel away from our business operations, even if ultimately determined in our favor. A claim of intellectual property infringement could force us to enter into a costly or restrictive license or royalty agreement, which might not be available under acceptable terms or at all, could require us to pay significant damages (including attorneys’ fees), could subject us to an injunction against development and sale of certain of our products or services, could require us to expend additional development resources to redesign our technology and could require us to indemnify our partners and other third parties.
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Our proprietary portfolio consists of various intellectual property rights, including patents, copyrights, database rights, source code, trademarks, trade secrets, know-how, confidentiality provisions and licensing arrangements. The extent to which such rights can be protected varies from jurisdiction to jurisdiction. If we do not enforce our intellectual property rights vigorously and successfully, our competitive position may suffer, which could harm our operating results. 
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Item 1B.  Unresolved Staff Comments
None.

Item 2.  Properties
LiveRamp is headquartered in San Francisco, California with additional locations in the United States.  We also have a physical presence in Europe and capital budgets.Asia-Pacific.  As we have only one business segment, all of the properties listed below are used exclusively by it. In general, our facilities are in good condition, and we believe that they are adequate to meet our current needs. The committee also reviews large capitaltable below sets forth the location, form of ownership and unbudgeted expenditures. Proposed acquisitionsgeneral use of our principal properties currently being used.

LocationHeldUse
United States:
San Francisco, CaliforniaLeaseOffice space
New York, New YorkLeaseOffice space
Little Rock, ArkansasLeaseOffice space
Philadelphia, PennsylvaniaLeaseOffice space
Boston, MassachusettsLeaseOffice space
Europe:
London, EnglandLeaseOffice space
Paris, FranceLeaseOffice space
Amsterdam, NetherlandsLeaseOffice space
Asia-Pacific:
Shanghai, ChinaLeaseOffice space
Nantong, ChinaLeaseOffice space
Singapore, SingaporeLeaseOffice space
Tokyo, JapanLeaseOffice space
Sydney, AustraliaLeaseOffice space



Item 3.  Legal Proceedings
The information required by this item is set forth under Note 13, "Commitments and divestituresContingencies" to our Consolidated Financial Statements, which appears in the Financial Supplement at page F-48, and is incorporated herein by reference.


Item 4.  Mine Safety Disclosures
Not applicable.
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PART II

Item 5.  Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information

The outstanding shares of LiveRamp's common stock are reviewed bylisted and traded on the committee, and it makes recommendations regardingNew York Stock Exchange since October 1, 2018 under the symbol "RAMP". Prior to that date our stock was listed on the NASDAQ Global Select Market under the symbol "ACXM".

Stockholders
As of May 24, 2021, the approximate number of record holders of the Company’s hedging, dividend and tax policies.

Codes of Ethics

For information relating tocommon stock was 1,058.

Dividends
The Company has not paid dividends on its common stock in the Company’s codes of ethics, please see the disclosure in Item 10 of Part I of the Original Report. Each of the codes of ethics, as well as copies of our corporate governance principles,past two fiscal years. The Board of Directors committee charters and stock ownership guidelines are available on the Company’s website at www.acxiom.com, or you may request a printed copy of them by sending a written request to the Corporate Secretary at Acxiom Corporation, 301 E. Dave Ward Drive, Conway, Arkansas 72032. None of the information currently posted, or postedconsider paying dividends in the future but has no plans to pay dividends in the short term. 


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Performance Graph 
The graph below compares the 5-year cumulative total return of holders of our common stock with the cumulative total returns of the Russell 2000 index and S&P 400 IT Consulting and Other Services index. The graph tracks the performance of a $100 investment in our common stock and in each index, (with the reinvestment of dividends) from 3/31/2016 to 3/31/2021.
ramp-20210331_g3.jpg

 March 2016March 2017March 2018March 2019March 2020March 2021
LiveRamp Holdings, Inc.100.00 132.79 105.92 254.52 153.54 241.98 
Russell 2000100.00 126.22 141.10 143.99 109.45 213.26 
S&P 400 IT Consulting100.00 120.27 129.92 172.92 165.21 231.99 
The performance graph and the related chart and text, are being furnished solely to accompany this Annual Report on our website is incorporated by reference into this report.

Form 10-K pursuant to Item 201(e) of Regulation S-K, and are not being filed for purposes of Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a)18 of the Securities Exchange Act of 1934, as amended, requiresand are not to be incorporated by reference into any filing of ours, whether made before or after the Company’s executive officersdate hereof, regardless of any general incorporation language in such filing. The stock price performance included in this graph is not necessarily indicative of future stock price performance.


Copyright© 2021 Standard and directorsPoor's, a division of S&P Global. All rights reserved. Copyright© 2021 Russell Investment Group. All rights reserved.

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Purchases of Equity Securities by the Issuer and the ownersAffiliated Purchasers
The table below provides information regarding purchases by LiveRamp of more than 10% of ourits common stock to file reports of ownership and changes in ownership with the SEC. A copy of each report is furnished to the Company. SEC regulations require us to identify anyone who has failed to timely file his or her Section 16(a) reports. Based solely on our review of reports furnished to us and the written representations that no other reports were required during the fiscal year ended March 31, 2018, we believe that all Section 16(a) filing requirements were met during the last fiscal year, except that (i) Richard E. Erwin reported a delinquent transaction on an amended Form 4 filed November 30, 2017, and (ii) Dennis D. Self reported a delinquent transaction on a Form 5 filed May 2, 2018.

Item 11. Executive Compensation

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes the compensation program for our principal executive officer, our principal financial officer, the three most highly-compensated executive officers of the Company (other than our principal executive officer and principal financial officer) during fiscal 2018, and one additional individual for whom disclosure would have been provided but for the fact that the individual was not serving as an executive officer of the Company at the end of the last completed fiscal year (the “Named Executive Officers” or “NEOs”).

Our Named Executive Officers for fiscal 2018 were:

periods indicated.

Named Executive Officer

Position as of March 31, 2018

Scott E. Howe

Chief Executive Officer & President (our “CEO”)

Warren C. Jenson

Chief Financial Officer & Executive Vice President/President, International (our “CFO”)

James F. Arra

Co-President & General Manager, Connectivity

Richard E. Erwin

President & General Manager, Audience Solutions

Anneka R. Gupta

Co-President & General Manager, Connectivity

S. Travis May

Former Chief Growth Officer

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Management Changes during Fiscal 2018

In September 2017, Mr. May ceased serving as the President and General Manager of our Connectivity Division and was appointed as our Chief Growth Officer (anon-executive position), and Mr. Arra and Ms. Gupta were appointed asCo-Presidents and General Managers of our Connectivity Division. Effective April 13, 2018, Mr. May resigned from his position as our Chief Growth Officer and agreed to continue to work with us as a consultant through October 2018. For a discussion of Mr. May’s consulting agreement and the effect of his resignation on his awards, please see “Description of S. Travis May Consulting Agreement” in “Potential Payments Upon Termination or Change in Control” herein.

This Compensation Discussion and Analysis is organized in six sections:

Section 1: Executive Summary

Section 2: Executive Compensation Philosophy and Program Design

Section 3: Governance of Executive Compensation Program

Section 4: Individual Compensation Elements

Section 5: Other Compensation Policies and Practices

Section 6: Tax and Accounting Considerations

Section 1: Executive Summary

We are a global technology and services company that provides the data foundation and connections for the world’s best marketers. To support our ongoing transformation and growth, we have designed our executive compensation program to ensure a strong link between our financial and operational performance and the incentives we use to motivate and reward our executive officers. As we have reshaped our business in recent years to meet the challenges of evolving market dynamics and customer expectations, we have been proactive in designing our executive officers’ compensation packages to support our key business objectives and provide a strong connection between pay and performance:

87%of our CEO’s and 75% (on average) of our NEO’s target total direct compensation opportunity is at risk.

Performance-based incentives comprise the majority of our executive officers’ target total direct compensation opportunities. These incentives reward our executive officers only if their efforts create sustainable long-term value for our stockholders.

•

60% of our CEO’s long-term incentive award is delivered in the form of performance stock units (“PSUs”), with vesting based on relative total shareholder return (“TSR”) compared to the S&P Midcap 400 Index; 60th percentile performance is required for the target number of shares to vest.

Through our ongoing constructive dialogue with our major stockholders, we continue to refine and enhance our executive compensation program to emphasize long-term performance.

Business Overview

We provide the data foundation and connections for the world’s best marketers. In fiscal 2018, we were organized into three segments, all driving a common vision to transform data into value for everyone.

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ConnectivityPeriod

Total Number of Shares PurchasedAverage Price Paid
Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Number (or LiveRamp)

Fiscal 2018 Rev (Y/Y change):

$211MM (+43%)

Audience Solutions

Fiscal 2018 Rev (Y/Y change):

$327MM (+8%)

Marketing Services

Fiscal 2018 Rev (Y/Y change):
$379MM

(-8%Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or-3% adjusted for
divestitures1)

Programs
We help clients build a multi-channel view of their customers and prospects and activate this view across channels through partnerships with leading digital marketing platformsJanuary 1, 2021 - January 31, 2021We validate the accuracy of client data and enhance it with additional insight from third party sources, enabling clients to reach desired audiences with highly relevant messages— We help clients unify customer and prospect data across their enterprise at the individual level and assist them in executing and measuring the effectiveness of multichannel campaigns— — $326,443,254 

Illustrative Client Uses of our Products

February 1, 2021 - February 28, 2021		— — — $326,443,254 

•  LiveRamp®IdentityLink™ allows client to onboard offline prospect data, add third party information and target prospects who indicate a desire to purchase a car.

•  TheIdentityLink Data Store™ provides client with ability to monetize third-party location data.

March 1, 2021 - March 31, 2021

•  AbiliTec®ties multiple data elements back to a persistent identifier that represents a unique consumer.

•  Infobase®can create a specific customer segment (e.g., high income, multi-child families) despite only knowing name and address.

— 

•  Marketing Services helps clients unify and organize customer data across multiple IT systems in a Market Data environment, and identify opportunities to cross-sell new products to their existing customer base.

— — $326,443,254 
Total— — — N/A

1

Fiscal 2017 Marketing Services revenue was $411M and included $20M of revenue from divested Acxiom Impact business.

On our fiscal 2018 third quarter conference call, we announced plansAugust 29, 2011, the board of directors adopted a common stock repurchase program. That program was subsequently modified and expanded, most recently on November 3, 2020.  Under the modified common stock repurchase program, the Company may purchase up to reorganize our portfolio into two strong business units, LiveRamp and Acxiom Marketing Solutions, aligning key Audience Solutions’ assets to each. All identity assets including IdentityLink™, AbiliTec® intellectual property and Acxiom’s TV integrations were consolidated in LiveRamp. The$1.0 billion of its common stock through the period ending December 31, 2022. Through March 31, 2021, the Company had repurchased 28.2 million shares of its stock for $673.6 million, leaving remaining Audience Solutions’ linescapacity of business for data and data services were combined with Marketing Services, comprised of experts for turning customer insights into engaging experiences that drive tangible business outcomes.

The new organizational structure went into effect on April 1, 2018, and we began reporting our fiscal 2019 results$326.4 million under the realigned business segments.

Potential Salestock repurchase program.




Item 6. Reserved


Item 7.  Management's Discussion and Analysis of Acxiom Marketing Solutions

On July 2, 2018, subsequentFinancial Condition and Results of Operations

The information required by this item appears in the Financial Supplement at pages F-2 – F-16, which is attached hereto and incorporated herein by reference.


Item 7A.  Quantitative and Qualitative Disclosures About Market Risk
Market Risk

Market risk is the risk of loss from adverse changes in market prices and rates. Our primary market risk is foreign currency exchange rate risk.

Foreign Currency Exchange Rate Risk. LiveRamp has a presence in the United Kingdom, France, Netherlands, Australia, China, Singapore and Japan. Most of the Company's exposure to exchange rate fluctuation is due to translation gains and losses as there are no material transactions that cause exchange rate impact. In general, each of the foreign locations is expected to fund its own operations and cash flows, although funds may be loaned or invested from the U.S. to the foreign subsidiaries. These advances are considered long-term investments, and any gain or loss resulting from exchange rates as well as gains or losses resulting from translating the foreign financial statements into U.S. dollars are included in accumulated other comprehensive income. Therefore, exchange rate movements of foreign currencies may have an impact on LiveRamp’s future costs or on future cash flows from foreign investments.  LiveRamp has not entered into any foreign currency forward exchange contracts or other derivative instruments to hedge the effects of adverse fluctuations in foreign currency exchange rates. There have been no changes since the end of the last fiscal year we announced that we have entered into a definitive agreement to sell Acxiom Marketing Solutions for $2.3 billion to Interpublic Group. This transaction generally had no impact on our fiscal 2018 compensation as described in this CD&A. However, as discussed herein, we did approve a discretionary incentive plan relating to such sale. We also certified the treatment under certain compensation plans and equity incentive awards that might apply in the event of a potential sale. In anticipation of the close of the Acxiom Marketing Solutions sale and the substantial changes to our business, we are considering changes to the contractual arrangements with and equity programs made available to ourgo-forward leadership team and key talent.

Fiscal 2018 Business Highlights

Since our founding in 1969, our mission has focused on the safe and easy use of people-based information to deliver better consumer experiences. While our mission has remained steadfast, over the past four years we have been strategically driving our business to focus and organize around solutions that provide the critical data foundation marketers need to engage consumers in a digital world. This transformation has led to improving trends, through leadership, innovation and strong financial performance. Key business highlights for fiscal 2018 include:

Scaling our leadership in identity resolution and data connectivity, growing direct LiveRamp customers year-over-year by nearly 40% and adding hundreds of new partners to our ecosystem.

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Stabilizing and improvingtop-line performance and profitability in our Marketing Services division. Marketing Services had its largest new bookings year in over a decade, adding over 20 new database logos to its growing client roster.

Creating value through mergersprimary market risk exposures or the management of those exposures, and acquisitions, highlighted by thetuck-in acquisition of Pacific Data Partners in February 2018 to accelerate ourbusiness-to-business (B2B) efforts within LiveRamp.

Innovating across our portfolio and delivering new products and capabilities to our customers. During the year, we scaled our IdentityLink Data Store offering and launched LiveRamp TV and LiveRamp B2B. We also made our next generation database solution more widely available to our clients.

Returning value to our stockholders, by repurchasing approximately $89 million of our common stock during the year. In addition, in April 2018, we expanded our share repurchase program by $100 million to $500 million and extended the duration of the program through December 31, 2019. Since inception of the share repurchase program in August 2011 through March 31, 2018, Acxiom has returned approximately $375 million to stockholders.

Fiscal 2018 Financial Highlights

With a focus on continued execution and growth, our fiscal 2018 performance again delivered strong financial results for our stockholders, including:

Fiscal year TSR of 9.2%, compared to 11.94% for the S&P Midcap 400 Index.

Revenue of $917 million, up 4.2% on a reported basis. Revenue was negatively impacted by the Acxiom Impact divestiture, which reduced revenue by approximately $20 million year-over-year. Revenue excluding $20 million from Acxiom Impact in fiscal 2017 was up 7% in fiscal 2018.

•

GAAP diluted EPS was $0.29, up from $0.05 in fiscal 2017.Non-GAAP diluted EPS was $0.94, up from $0.71 in fiscal 2017.1

•

GAAP net earnings were $23 million.Non-GAAP net earnings were $76 million, up 34% from 2017.1

Continued strong growth in our Connectivity (or LiveRamp) Division, with revenue up 43% year-over-year to approximately $211 million and segment income improving significantly to $18.4 million. Segment operating margin was 9% in fiscal 2018, and in the US, was 15%.

1

See Schedule 1on pages 37 to 38 of this Compensation Discussion and Analysis for a reconciliation of our GAAP EPS toNon-GAAP EPS and GAAP net earnings toNon-GAAP net earnings.

Executive Compensation Highlights

Consistent with our“pay-for-performance” philosophy and objective of rewarding our executive officers only when they deliver sustained value for our stockholders, our key compensation decisions and outcomes for fiscal 2018 were as follows:

Base salary –

•

Annual Executive Compensation Review – In June 2017, the annual base salaries of our then-executive officers were increased in amounts ranging from 1.9% to 6.7%, including an increase in the annual base salary of our CEO of 3.1% from fiscal 2017.

•

Promotional Base Salary Increases – In connection with their promotion toCo-Presidents and General Managers of our Connectivity Division in September 2017, the annual base salaries of Mr. Arra and Ms. Gupta were increased from $275,000 to $400,000.

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Annual cash incentives –

•

Design – In June 2017, as previously disclosed, in response to stockholder feedback, the Compensation Committee selected adjusted revenue and adjustedearnings before interest, other income and taxes (“EBIT”) as the corporate performance measures for the Fiscal 2018 Cash Incentive Plan (the “Fiscal 2018 CIP”).

•

Annual Cash Incentive Payments – The annual cash incentive payments made to our executive officers under the Fiscal 2018 CIP ranged from $37,800to$597,000, including a payment in the amount of $597,000 to our CEO.

Long-term equity incentives –

•

Fiscal 2018 Award Mix – In June 2017, our then-executive officers were granted long-term incentive opportunities in the form of equity awards, consisting of PSU awards and restricted stock unit (“RSU”) awards, which vest or are earned over multi-year periods, including an equity award with a grant date fair value of approximately $4,022,000granted to our CEO.

•

Fiscal 2018 PSU Award Design – The fiscal 2018 PSU awards are payable in shares of our common stock at the end of a three-year performance period based on our relative TSR performance compared to the S&P Midcap 400 Index over the three-year performance period. 60th percentile performance is required for the target number of shares to vest. .

•

Fiscal 2016 PSU Award Outcome – The PSU awards granted in fiscal 2016 were paid out at 200%of their target number of shares as a result of exceeding the maximum three-year adjusted EPS target.

•

LiveRamp PSU Award Outcome – The first tranche of the PSU awards granted to Messrs. May and Arra and Ms. Gupta on June 28, 2017 was paid out at 53.27% of their target number of shares of our common stock on June 14, 2018.

Section 2: Executive Compensation Philosophy and Program Design

We believe in paying for performance. Our objective is to attract, motivate, reward, and retain our executive officers in a manner that is transparent, market competitive, and aligned with the interests of our stockholders by putting the executives’ compensation at risk, providing rewards only when our performance warrants, and helping us to deliver for our customers.

Our compensation objectives support our strategic priorities. They are to:

align our executive compensation program with diverse business divisions and ongoing business transformation and incentivize execution of key management initiatives;

align our executive officers’ interests with those of our stockholders and consider stockholder feedback when making compensation decisions;

maintain transparent compensation arrangements that provide a strong link between pay and performance and motivate our executive officers to achieve the highest level of performance; and

attract and retain the best executive officers through competitive, market-based compensation programs.

We believe these objectives enable us to reward the overall performance and contributions of our executive officers while maintaining an appropriate correlation between executive compensation levels and our performance, including the execution of our business strategy. The following discussion explains how our executive compensation program achieves these objectives.

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Compensation Program Framework

The Compensation Committee carefully developed the framework reflected in the following chart to achieve these objectives in our fiscal 2018 executive compensation program:

LOGO

These compensation elements are allocated so that the majority of each executive officer’s annual target total direct compensation opportunity is “at risk” and/or subject to performance-based vesting requirements. While the pay mix may vary from year to year, the ultimate goal is to achieve our compensation objectives as described above.

Results of 2017 Stockholder Advisory Votes on Named Executive Officer Compensation

Each year at the annual meeting of stockholders, we present stockholders with anon-binding, advisory vote to approve the compensation of our Named Executive Officers (commonly known as a“Say-on-Pay” vote). The Compensation Committee and our Board of Directors consider the results of our annualSay-on-Pay votes in determining our subsequent compensation policies and decisions and engage with our stockholders to get feedback on our compensation program decision. At our 2017 Annual Meeting of Stockholders, approximately 94.7% of the votes caston theSay-on-Pay votes were voted in favor of the proposal.

At our 2017 Annual Meeting of Stockholders, stockholders were also asked to cast anon-binding, advisory vote on the frequency with which we should holdSay-on-Pay votes. With regard to this vote, our stockholders cast the highest number of votes for an annualSay-on-Pay vote. As a result of this vote, our Board of Directors determined that we will continue to hold annualSay-on-Pay votes. The next vote on the frequency ofSay-on-Pay votes will be held at our 2023 Annual Meeting of Stockholders.

Stockholder Engagement on Executive Compensation

Our stockholders’ opinions on how we operate our business are very important to us. During fiscal 2018, we continued our engagement efforts with our stockholders. Feedback from this engagement was considered by the Compensation Committee as it made its decisions to change our executive compensation program in 2018. For example, in response to feedback received from several stockholders, we amended the performance measures in our annual cash incentive design to include EBIT instead of EPS to ensure our executive officers’ interest are aligned with those of our stockholders.

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When making future compensation decisions for our executive officers, the Compensation Committee will continue to consider the outcome of oursay-on-pay votes and feedback from our stockholders.

Changes to our Fiscal 2018 Executive Compensation Program

As part of its annual review of our executive compensation program, the Compensation Committee continued to make changes to our executive compensation program based on the feedback that we received from our stockholder engagement efforts. Specifically, for fiscal 2018, as previously disclosed, the Compensation Committee changed the design of our annual incentive compensation plan, the Amended and Restated 2010 Executive Cash Incentive Plan of Acxiom Corporation (the “Cash Incentive Plan”), to replace EPS with EBIT as one of the two corporate performance measures used in the plan. This change became effective on April 1, 2017 with the approval of the Fiscal 2018 CIP.

Pay-for-Performance Discussion

Our compensation policies and practices are designed to support our goals, our values and standards of conduct, and our“pay-for-performance” philosophy. They are a means to reward our executive officers, in alignment with our peers, including the Named Executive Officers, for their achievements.

To ensure our executive officers’ interests are aligned with those of our stockholders and to motivate and reward individual initiative and effort, a substantial portion of our executive officers’ annual target total direct compensation opportunity is“at-risk” and will vary above or below target levels commensurate with our performance. We emphasize performance-based compensation that appropriately rewards our executive officers for delivering financial, operational, and strategic results that meet or exceedpre-established goals through our annual cash incentive opportunities and the PSU awards that make up a significant portion of our long-term incentive compensation opportunities.

In addition, we further align the interests of our executive officers with those of our stockholders through our stock ownership guidelines and grants of RSU awards as part of our long-term incentive compensation opportunities. The target total direct compensation opportunities for our CEO and, on average, the other Named Executive Officers during fiscal 2018 reflect this philosophy:

LOGO

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LOGO

1

The percentages reflected in the foregoing charts are based on the annual target total direct compensation opportunities of the Named Executive Officers (the sum of base salary, the target annual cash incentive opportunity and long-term incentives, which are valued at their grant date fair value). The actual payouts may differ from the incentive opportunities provided. Other forms of compensation reported in the Summary Compensation Table are not included.

As reflected in the foregoing charts, we believe that equity awards are a key incentive for our executive officers to drive long-term growth. To ensure that we continue to align to our compensation philosophy, the Compensation Committee regularly evaluates the relationship between the reported values of the equity awards granted to our executive officers, the amount of compensation realizable (and, ultimately, realized) from such awards in subsequent years, and our TSR over this 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 value of these awards that may be realizable by our executive officers will vary depending on the performance of our common stock and often differs significantly from the amounts reported in the Summary Compensation Table.

We believe our executive compensation program is reasonable, competitive, and appropriately balances the goals of attracting, motivating, rewarding, and retaining our executive officers, and, therefore, that it promotes stability in our leadership. Importantly, we also believe it is very stockholder friendly.

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Executive 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 2018, we maintained the following executive compensation policies and practices, including both policies and practices we have implemented to drive performance and policies and practices that either prohibit or discourage behaviors that we do not believe serve our stockholders’ long-term interests:

expect any changes going forward.
What We DoWhat We Don’t Do

✓  Use apay-for-performance philosophy that links our executive officers’ compensation to corporate and individual performance

✓  Conduct an annual executive compensation review

✓  Place a significant portion of compensation“at-risk”

✓  Retain an independent compensation advisor

✓  Maintain an independent compensation committee

✓  Conduct an annual compensation-related risk assessment

✓  Grant performance-based equity awards

✓  Maintain a compensation recovery (“claw back”) policy

✓  Maintain “double-trigger”change-in-control arrangements

✓  Maintain stock ownership guidelines

✓  Conduct an annual stockholder advisory vote on named executive officer compensation as well as engage in regular dialogue with our stockholders on corporate governance matters

✓  Conduct annual succession planning

×   Provide special health, welfare or qualified retirement plan benefits not available to all employees

×   Permit hedging of our equity securities

×   Permit pledging of our equity securities

×   Provide excise tax payments on future post-employment compensation arrangements

×   Pay dividends or dividend equivalents on unvested equity awards

×   Permit stock option repricing

×   Provide guaranteed bonuses

×   Provide “single trigger”change-in-control arrangements


Section 3: Governance

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Inflation. Although we cannot accurately determine the amounts attributable to inflation, we are affected by inflation through increased compensation costs and other operating expenses. If inflation were to increase over the low levels of Executive Compensation Program

Rolerecent years, the impact in the short run would be to cause increases in costs, which we would attempt to pass on to clients, although there is no assurance that we would be able to do so. Generally, the effects of inflation in recent years have been offset by technological advances, economies of scale and other operational efficiencies.



Item 8.  Financial Statements and Supplementary Data
The financial statements required by this item appear in the Compensation Committee

The Compensation Committee dischargesFinancial Supplement at pages F-20 – F-62, which is attached hereto and incorporated herein by reference. 


Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.


Item 9A.  Controls and Procedures
Disclosure Controls and Procedures
Management has evaluated, under the responsibilitiessupervision and with the participation of our Board of Directors relating toChief Executive Officer and Chief Financial Officer, the compensationeffectiveness of our executive officers.The Compensation Committee has overall responsibility for overseeingdisclosure controls and procedures as of March 31, 2021.  Based on their evaluation as of March 31, 2021, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the design, development,Securities Exchange Act of 1934, as amended) were effective at the reasonable assurance level to ensure that the information required to be disclosed by us in the Annual Report on Form 10-K was (i) recorded, processed, summarized and implementation of our executive compensation programreported within the time periods specified in the SEC’s rules and all related policiesregulations and practices.

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During fiscal 2018, the Compensation Committee:

reviewed(ii) accumulated and approved the compensation of our executive officers, other than our CEO;

reviewed and approved the compensation of our CEO that was intendedcommunicated to comply with the exemption for “qualified performance-based compensation” under Section 162(m) of the Internal Revenue Code (the “Code”), in consultation with our Board of Directors; and

made a recommendation to our Board of Directors for approval of our CEO’s other compensation.

In carrying out its responsibilities, the Compensation Committee establishes the amounts and allocates the mix of compensation between base salary, annual cash incentives, and long-term incentive compensation. The Compensation Committee also oversees our incentive and equity-based executive compensation plans and establishes performance targets for performance-based awards. Periodically, the Compensation Committee reviews our post-employment compensation arrangements, retirement benefits and nonqualified deferred compensation program, senior leadership benefits, and perquisites. The Compensation Committee also reviews and considers risks associated with our compensation philosophy and executive compensation program as discussed under “Compensation Risk Assessment” elsewhere in this Form10-K/A.

The Compensation Committee does not establish a specific target for setting the annual target total direct compensation opportunity of our executive officers, including our Named Executive Officers. When evaluating and setting the amount of each compensation element, the Compensation Committee considers the following factors:

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

each individual executive officer’s responsibilities, qualifications, and length of service;

the scope of each executive officer’s role compared to other similarly-situated executives at companies in our compensation peer group;

the performance of each individual executive officer, 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 a team, all of which reflect our core values;

compensation parity among our executive officers; and

the compensation practices of our compensation peer group and the positioning of each executive officer’s compensation in a ranking of peer company compensation levels.

These factors provide the framework for compensation decision-making and final decisions regarding the compensation opportunity for each executive officer. No single factor is determinative in setting pay levels, nor was the impact of any factor on the determination of pay levels quantifiable. As an executive officer’s responsibilities and ability to affect our financial results increase, base salary becomes a smaller element of his or her target total direct compensation opportunity and long-term incentive compensation becomes a larger element, further aligning his or her interests with those of our stockholders.

Role of Management

In discharging its responsibilities, the Compensation Committee works with members of our management, including our CEO. Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Our management, assists the Compensation Committee by providing information on corporateincluding our Chief Executive Officer and individual performance, competitive market data,Chief Financial Officer, does not expect that our disclosure controls and management’s perspectiveprocedures or our internal controls over financial reporting will prevent all errors and recommendations on compensation matters. The Compensation Committee solicitsall fraud.  A control system, no matter how well conceived and reviews our CEO’s recommendations and proposals with respect to adjustments to target total annual cash compensation, long-term incentive

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compensation opportunities, program structures, and other compensation-related matters for our executive officers (other than with respect to his own compensation). The Compensation Committee reviews and discusses these recommendations and proposals with our CEO and uses them as one factor in determining and approving the compensation for our other executive officers. Our CEO recuses himself from all Compensation Committee discussions and recommendations regarding the setting of his own compensation.

Role of Compensation Advisors

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. It directly engages the compensation consultant under an engagement letteroperated, can provide only reasonable, not absolute, assurance 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 directly, 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 our expense.

The Compensation Committee selected Compensia as its compensation consultant becauseobjectives of the firm’s expertise and reputation andcontrol system are met.  Further, the design of a control system must reflect the fact that it provides no servicesthere are resource constraints and the benefits of controls must be considered relative 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 that help ensure that it maintains its independence. Accordingly, the Compensation Committee has determined that the work of Compensia does not give rise to any conflict of interest.

During fiscal 2018, the compensation consultant regularly attended the meetingstheir costs.  Because of the Compensation Committee (bothinherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, with LiveRamp have been detected.


Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and without management present). Services provided by the compensation consultant included: providing competitive market data, analyzing base salary levels and incentive compensation opportunities, providing trends within the industry, and assessing compensation risk.

The Compensation Committee also engaged Bryan Cave Leighton Paisner, LLP (“Bryan Cave”) as independent legal counsel to assist with its review and analysis of our executive compensation programmaintaining adequate internal control over financial reporting (as defined in light of current market, business, economic and regulatory conditions.

In fiscal 2018, neither Compensia nor Bryan Cave provided 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, our Board of Directors evaluates our CEO’s performance relative to our strategic plan, operating goals, and key performance indicators relating to executive compensation. Our executive compensation objectives include maintaining competitive pay, linking pay to performance, promoting the creation of stockholder 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 a tally sheet to evaluate his target total direct compensation opportunity, and assists our Board of Directors in assessing our CEO’s total compensation. The Compensation Committee also considers our business results, the tax deductibility of our CEO’s compensation, and the other factors described above. In fiscal 2018, the recommendations from the Compensation Committee were submitted to our Board of Directors for approval, other than elements of compensation intended to comply with Section 162(m) which were determined exclusively by the Compensation Committee. Our CEO does not participate in decisions regarding his own compensation.

Process for Determining Compensation of Other Executive Officers

Each year, our CEO evaluates the performance of each of our other executive officers, including the other Named Executive Officers. Our CEO makes a recommendation for the compensation of each executive officer to the Compensation Committee based upon his evaluation and information supplied by the Compensation Committee’s compensation consultant. The Compensation Committee considers our CEO’s recommendation relative to our

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strategic plan, operating goals, and compensation philosophy. In consultation with its compensation consultant, the Compensation Committee also considers general market conditions and specific industry trends. The Compensation Committee also reviews tally sheets with respect to each executive officer, our business results, and tax deductibility considerations.

Competitive Positioning

For purposes of comparing our executive compensation against the competitive market, the Compensation Committee reviews and considers the compensation levels and practices of a group of comparable technology companies. In February 2017, with the assistance of its compensation consultant, the Compensation Committeere-examined the then-existing compensation peer group to reflect the changes in our revenue and market capitalization, to recognize our evolving business focus and divisional structure, and to account for changes in the competitive market. Based on this effort, in February 2017 the Compensation Committee approved a revised compensation peer group consisting of the following companies for use in fiscal 2018:

LOGO

The companies in this revised compensation peer group were selected on the basis of their similarity to us in size, as determined using the following criteria:

similar revenue size – ~0.5x to ~2.0x our last four fiscal 2017 quarter revenue (~$248 million to ~$1.86 billion);

similar market capitalization – ~0.3x to ~3.0x our market capitalization (~$560 million to ~$5.6 billion);

industry affiliation – application software, internet software and services, advertising, data processing and outsourced services, research and consulting services, and IT consulting and other services; and

similar business focus – SaaS, marketing service provider/consultant, and data services.

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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 (primarily proxy statements) and from the appropriate Radford executive compensation surveys. This market data was then used as a reference point for the Compensation Committee to assess our current compensation levels in the course of its deliberations on compensation forms and amounts.

While the Compensation Committee reviews each compensation element and target total direct compensation for each of our executive officers compared to similarly-situated executives of the companies in the compensation peer group, it does not target overall compensation to a specific percentile of the competitive market data. In determining actual pay levels, the Compensation Committee considers data from 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.

Section 4: Individual Compensation Elements

The specific elements of our fiscal 2018 executive compensation program for our executive officers, including the Named Executive Officers, were as follows:

LOGO

In addition, we provide our executive officers with welfare and health benefits programs, anon-qualified deferred compensation program, post-employment compensation arrangements, and limited perquisites and other personal benefits.

Base Salary

Base salary represents the fixed portion of the compensation of our executive officers, including the Named Executive Officers, and is an important element of compensation intended to attract and retain highly talented individuals.

Generally, we establish the initial base salaries of our executive officers througharm’s-length negotiation at the time we hire the individual executive officer, taking into account his or her position, qualifications, experience, prior salary level, and the base salaries of our other executive officers. Thereafter, the Compensation Committee reviews the base salaries of our executive officers as part of its annual compensation review and makes adjustments to base salaries as it determines to be necessary or appropriate.

In June 2017, the Compensation Committee reviewed the base salaries of our then executive officers, including the Named Executive Officers, taking into consideration a competitive market analysis prepared by its compensation consultant, the recommendations of our CEO (except with respect to his own base salary), and the other factors described in “Governance of Executive Compensation Program – Role of the Compensation Committee” above. Following this review, the Compensation Committee decided to increase the base salaries for each of our then-executive officers (other than our CEO) in amounts ranging from 1.9% to 6.7% of their fiscal 2017 base salaries. In addition, the Compensation Committee recommended, and our Board of Directors approved, an increase in the base salary of our CEO.

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Based on the foregoing, the base salaries of the then-Named Executive Officers for fiscal 2018 were as follows:

Named Executive

Officer

  Fiscal 2017 Base
Salary		   Fiscal 2018 Base
Salary		   Percentage
Adjustment		 

Mr. Howe

  $650,000   $670,000    3.1% 

Mr. Jenson

  $525,000   $535,000    1.9% 

Mr. Erwin

  $425,000   $435,000    2.4% 

Mr. May

  $375,000   $400,000    6.7% 

These base salary increases were effective as of July 1, 2017.

In September 2017, in connection with their promotion toCo-Presidents and General Managers of our Connectivity Division, the Compensation Committee increased the annual base salaries of Mr. Arra and Ms. Gupta from $275,000 to $400,000. These increases were approved by the Compensation Committee after taking into consideration a competitive market analysis prepared by its compensation consultant, the recommendations of our CEO, and the other factors described in “Governance of Executive Compensation Program – Role of the Compensation Committee” above. The Compensation Committee also determined that, in connection with his promotion to Chief Growth Officer, Mr. May’s annual base salary would remain at $400,000, in line with his July 1, 2017 increase.

Annual Cash Incentives

For fiscal 2018, our executive officers, including the Named Executive Officers, and other key employees were eligible to earn annual cash incentive payments pursuant to the Fiscal 2018 CIP, which is subject to the terms and conditions of the Cash Incentive Plan. The Fiscal 2018 CIP provided eligible participants with the opportunity to earn these payments based on our actual corporate performance as assessed against multiple financial measures and their individual contributions to this performance.

The Compensation Committee established each executive officer’s target and maximum annual cash incentive opportunity and set the formula for incentive payments at the beginning of fiscal 2018. The Fiscal 2018 CIP also provides our CEO with discretion to modify individual executive officer payments by up to 10% and the Compensation Committee with the ability to adjust payments by up to 30% based on individual performance as determined by the Compensation Committee for our CEO and as recommended by our CEO for our other executive officers. All individual performance adjustments were to be approved by the Compensation Committee in its sole discretion.

Target Annual Cash Incentive Opportunities

Each participant in the Fiscal 2018 CIP was assigned a target annual cash incentive opportunity, the amount of which was calculated as a percentage of his or her annual base salary.

In June 2017, the Compensation Committee reviewed the target annual cash incentive opportunities of our executive officers, including the Named Executive Officers, taking into consideration a competitive market analysis prepared by its compensation consultant, the recommendations of our CEO (except with respect to his own target annual cash incentive opportunity), and the other factors described in “Governance of Executive Compensation Program – Role of the Compensation Committee” above. Following this review, the Compensation Committee, after consulting with our Board of Directors in the case of our CEO, decided to keep the target annual cash incentive opportunities of our executive officers at their fiscal 2017 levels. The target annual cash incentive opportunities of the then-Named Executive Officers for fiscal 2018 were as follows:

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Named Executive Officer

  Fiscal 2018 Target Annual Cash
Incentive Opportunity
(as a percentage of base
salary)		  Fiscal 2018 Target Annual
Cash Incentive Opportunity
($)		 

Mr. Howe

   110%  $737,000 

Mr. Jenson

   100%  $535,000 

Mr. Erwin

   65%  $282,750 

Mr. May

   65%  $260,000 

In September 2017, in connection with their promotion toCo-Presidents and General Managers of our Connectivity Division, the Compensation Committee set the target annual cash incentive opportunity of Mr. Arra at 20% of his adjusted annual base salary (or $80,000) and increased the target annual cash incentive opportunity of Ms. Gupta from 50% to 65% of her adjusted annual base salary (or $260,000). The Compensation Committee also determined that Mr. Arra would continue to participate in the LiveRamp incentive plans in the amount of $275,000. These decisions were approved by the Compensation Committee after taking into consideration a competitive market analysis prepared by its compensation consultant, the recommendations of our CEO, and the other factors described in “Governance of Executive Compensation Program – Role of the Compensation Committee” above. The Compensation Committee also determined that their annual cash incentive payments for fiscal 2018 would bepro-rated to reflect these decisions and their tenure in their new positions. The Compensation Committee also determined that, in connection with his promotion to Chief Growth Officer, Mr. May’s target annual cash incentive opportunity would remain at 65% of his annual base salary.

Corporate Performance Measures

In June 2017, the Compensation Committee selected adjustedrevenue (“Adjusted Revenue”) and adjusted EBIT (“Adjusted EBIT”) as the corporate performance measures for the Fiscal 2018 CIP.

These performance measures were equally weighted and determined as follows:

Fiscal 2018 CIP Corporate

Performance Measure

Definition

Rationale

Adjusted Revenue (1)Revenue adjusted to reflect the impact of acquisitions and divestitures during the yearRevenue growth is important to the creation of long-term stockholder value because it reflects management’s ability to grow our top line through execution of our digital marketing ecosystem strategy
Adjusted EBIT (1)EBIT adjusted to exclude certain items such as stock-based compensation expense, amortization of acquired intangibles,one-time business separation and transformation expenses, restructuring and impairment charges consistent with the presentation ofnon-GAAP EBIT in our quarterly earnings releasesEBIT is an indicator of our profitability. This measure focuses on the outcome of operating decisions, while excluding the impact ofnon-operating decisions like interest expenses and tax rates

(1)

See Schedule 1 on pages 37 to 38 of this Compensation Discussion and Analysis for a reconciliation of our GAAP net earnings to Adjusted EBIT.

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In June 2017, the Compensation Committee set the threshold, target, and maximum performance levels and the payment percentages for each of the corporate performance measures for the Fiscal 2018 CIP as follows:

Corporate

Performance Measure

  Threshold
Performance Level		  Target
Performance Level		  Maximum
Performance Level		 

Adjusted Revenue

  $899,000,000  $967,000,000  $996,000,000 

Adjusted EBIT

  $132,000,000  $146,000,000  $168,000,000 

Funding

   50%   100%   200% 

Performance measure levels were determined based on the Company’s financial planning process. The Adjusted Revenue target was set 7.3% higher than the previous year’s actual performance. Adjusted EBIT was not a measure in the Fiscal 2017 Cash Incentive Plan, but Adjusted EBIT for the Fiscal 2018 CIP was set 13% higher than the actual Adjusted EBIT for fiscal year 2017. Funding is linear between threshold and target and between target and maximum.

As provided in the Fiscal 2018 CIP, the corporate performance measures were subject to adjustment by the Compensation Committee in recognition of unusual or nonrecurring events affecting us, any subsidiary or affiliate, our executive officers, or the financial statements of the Company or of any subsidiary or affiliate; in the event of changes in applicable laws, regulations or accounting principles; or in the event the Compensation Committee determined that such adjustments were appropriate to prevent dilution or enlargement of the benefits or potential benefits intended to be made availableRules 13a-15(f) under the plan, subject to certain exceptions for awards intended to comply with Section 162(m)Securities Exchange Act of the Code.

1934, as amended).

The Compensation Committee set an Adjusted EBIT baseline of 80% of the target performance level $116,800,000that must be achieved before any payment will be funded under the plan. In addition,Company’s internal control over financial reporting is a maximum of 25% of the target annual incentive cash incentive award opportunities were to be funded until a threshold performance of 90% of the target performance level of Adjusted EBIT was achieved.

Fiscal 2018 CIP Payments

In March 2018, the Compensation Committee determined the amounts to be paid under the Fiscal 2018 CIP based on our actual performance for the year with respect to each corporate performance measure. The actual results for fiscal 2018 were AdjustedRevenue of $917.4 million and Adjusted EBIT of $146.1 million. Adjusted Revenue and Adjusted EBIT were calculated in accordance with the terms of the Fiscal 2018 Plan as determined by the Compensation Committee. See Schedule 1 on pages 37 to 38 of this Compensation Discussion and Analysis for a reconciliation of our GAAP net earnings to Adjusted EBIT.

Initially, the Compensation Committee determined that we had exceeded the baseline target performance level of 80% of the Adjusted EBIT target for fiscal 2018. The overall level of achievement on the corporate performance measures was 81%. The Compensation Committee determined that we had attained 95% of the Adjusted Revenue target performance level, and 100% of the Adjusted EBIT target performance level for 2018, as set forth in the chart below:

Corporate

Performance

    Measure    

  Weighting  Threshold
Performance
Level		   Target
Performance
Level		   Maximum
Performance
Level		   Actual
Performance ($)		   Actual
Performance
(as a
percentage
of target)		  Payment
(as a
percentage
of target)		 

Adjusted revenue

   50%  $899,000,000   $967,000,000   $996,000,000   $917,400,000    95%   63% 

Adjusted EBIT

   50%  $132,000,000   $146,000,000   $168,000,000   $146,100,000    100%   100% 

Weighted payment as a percentage of target

             81% 

Pursuant to the Fiscal 2018 CIP, our CEO had the discretion to modify the annual cash incentive payment of any executive officer by up to 10% based on his assessment of the executive officer’s individual performance for the

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fiscal year. In addition, the Compensation Committee reserved the discretion to adjust payments from the maximum permitted under the plan by up to 30% based on individual performance as determined by the Compensation Committee in the case of our CEO and as recommended by our CEO for our other executive officers. All such individual performance adjustments were to be approved by the Compensation Committee in its sole discretion.

After reviewing the individual performance of each of the Named Executive Officers after the end of the fiscal year, our CEO determined that each Named Executive Officer had effectively performed the responsibilities associated with each of his or her individual performance goals and that, in the context of pursuing the objectives under our annual operating plan, had expended significant efforts to meet these goals in a dynamic and increasingly challenging environment. With consideration of individual business segment performance, our CEO decided to exercise his discretion to modify the individual annual cash incentive payments of Mr. Erwin to be in line with the results of the Audience Solutions business segment, which was 80%.

Based on these discussions, the Compensation Committee decided to reduce Mr. Erwin’s payment from 81% to 80% as recommended by our CEO, and decided to not make any adjustment to the annual cash incentive payment based on its evaluation of the individual performance of our CEO.

The target annual cash incentive opportunities and the actual cash incentive payments made to the Named Executive Officers for fiscal 2018 were as follows:

Named Executive Officer

  Fiscal 2018
Target
Annual
Cash
Incentive
Award
Opportunity
($)		   Maximum
Performance
Factor		  Corporate
Performance
Factor		  Target
Multiplied by
Corporate
Performance
Factor		   Actual
Annual
Cash
Incentive
Payment		   Actual
Annual
Cash
Incentive
Payment
(as a
percentage
of target)		 

Mr. Howe

  $737,000    200%   81%  $596,750   $597,000    81% 

Mr. Jenson

  $535,000    200%   81%  $433,350   $433,350    81% 

Mr. Arra (1)

  $46,666    200%   81%  $37,799   $37,800    81% 

Mr. Erwin

  $282,750    200%   81%  $229,028   $226,200    80% 

Ms. Gupta (1)

  $151,666    200%   81%  $122,849   $122,850    81% 

Mr. May

  $260,000    200%   81%  $207,309   $207,309    81% 

(1)

Mr. Arra’s and Ms. Gupta’s actual cash incentive payments werepro-rated to reflect their promotions as of September 12, 2017.

Connectivity (or LiveRamp) Division Incentive Plan – Mr. Arra

During fiscal 2018, Mr. Arra was a participant in the Fiscal 2018 LiveRamp Executive Incentive Plan (the “Fiscal 2018 LIP”). The Fiscal 2018 LIP was intended to provide an incentive for certain employees of our Connectivity (or LiveRamp) Division serving in an executive role to earn commissions based on the achievement ofpre-established financial objectives that were aligned with the Division’s overall goals for fiscal 2018.

Mr. Arra’s target commission opportunity for fiscal 2018 was set at $275,000, which was to be earned in four equal quarterly increments based onpre-established global revenue and profitability targets for the Connectivity (or LiveRamp) Division in each fiscal quarter. For each fiscal quarter, the revenue performance measure was weighted 80% and the profitability performance measure was weighted 20%.

For fiscal 2018, the Connectivity (or LiveRamp) Division achieved, in the aggregate, 95% of its global revenue target and 84% of its global profitability target, which resulted in Mr. Arra earning a total commission payment in the amount of $225,746, which represented 82.1% of his target commission opportunity for fiscal 2018.

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Acxiom Marketing Solutions Incentive Plan

On March 31, 2018, the Compensation Committee approved an incentive plan for certain of our senior employees, including Mr. Erwin, which was communicated to participants in April 2018, providing for the payment of a discretionary bonus to such employees in the event of a sale of the Acxiom Marketing Solutions Division (the “Potential Sale”). The approval of this incentive plan followed our announcement in February 2018 that, in conjunction with the realignment of our portfolio into two distinct business units, we were planning to actively explore strategic alternatives to further strengthen the Acxiom Marketing Solutions Division and deliver greater value to its clients, including a strategic partnership, acquisition,tax-free merger, joint venture,tax-freespin-off, sale or other potential strategic combinations.

Pursuant to the incentive plan, Mr. Erwin may be eligible for a contingent and discretionary bonus in the event of a sale of the Acxiom Marketing Solutions Division in addition to his otherwise normal compensation arrangements. Among other things, the incentive plan requires Mr. Erwin to continue to be employed in his current position by a buyer for a period of six months (unless his employment is involuntarily terminated by such buyer). Further, any payment of this bonus will be made in installments over a period of up to 12 months after a closing of the sale.

Long-Term Incentive Compensation

The Compensation Committee believes long-term incentive compensation is an effective tool for focusing our executive officers, including the Named Executive Officers, on increasing stockholder value over a multi-year period, providing a meaningful reward for appreciation in our stock price and long-term value creation, and motivating continued employment. Long-term incentive compensation can also serve to discourage inappropriate short-term risk-taking behaviors.

As with their other elements of compensation, the Compensation Committee determines the amount of long-term incentive compensation for our executive officers (and, in the case of our CEO, formulates its recommendation for his long-term incentive compensation award) as part of its annual compensation review and after taking into consideration a competitive market analysis prepared by its compensation consultant, the recommendations of our CEO (except with respect to his own long-term incentive compensation), the outstanding equity holdings of each executive officer, the projected impact of the proposed awards on our earnings, the proportion of our total shares outstanding used for annual employee long-term incentive compensation awards (our “burn rate”) in relation to the median proportions of the companies in our compensation peer group, the potential voting power dilution to our stockholders (our “overhang”) in relation to the median practice of the companies in our compensation peer group, and the other factors described in “Governance of Executive Compensation Program – Role of the Compensation Committee” above.

For fiscal 2018, the Compensation Committee provided long-term incentive compensation opportunities to our executive officers, including the Named Executive Officers, 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 award in the form of a PSU award and 40% in the form of an RSU award. For the other Named Executive Officers, the awards were weighted 50% in the form of PSU awards and 50% in the form of RSU awards. This mix reflected the Compensation Committee’s objective of providing equity awards which align the compensation of our executive officers with the interests of our stockholders, reward our executive officers for our performance, and encourage their retention. The Compensation Committee sets the target amounts of these long-term incentive compensation awards based on the factors described in “Governance of Executive Compensation Program – Role of the Compensation Committee” above, including the executive officer’s responsibilities, length of service, demonstrated personal performance, Company performance, internal pay equity, tax considerations, and competitive market and peer group data.

Annual Equity Awards

In June 2017, the Compensation Committee approved long-term incentive equity awards to each of our then-executive officers (other than our CEO) in amounts ranging from approximately $800,000 to approximately $1,690,000, split evenly between RSUs and PSUs. Our CEO was granted a PSU award with a value of approximately $2,400,000 and an RSU award with a value of approximately $1,600,000.

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The equity awards granted to the then-Named Executive Officers for fiscal 2018 were as follows:

Named Executive Officer

  RSU Awards
(number of shares)		   PSU Awards
(number of shares at
target)		   Total Grant Date Fair
Value
($)		 

Mr. Howe

   61,022    91,085   $4,022,566 

Mr. Jenson

   31,784    31,784   $1,689,054 

Mr. Erwin

   15,181    15,181   $806,718 

Mr. May

   19,006    19,006   $1,005,418 

The RSU awards granted to our executive officers in June 2017 vest annually in equal increments over a period of four years beginning on the first anniversary of the date of grant. The four-year vesting period for the RSU awards is intended to encourage retention while rewarding increases in the price of our common stock. The following graph explains the design of these RSU awards:

LOGO

PSU Awards

The PSU awards granted to our executive officers in June 2017 may be earned based on our financial performance as measured over a three-year performance period. Each PSU award entitles the holder to a number of shares of our common stock ranging from zero to 200% of the target number of units awarded (with each unit equal to a single share of our common stock). As described below, the three-year performance period for the PSU awards is intended to promote long-term stock price appreciation equal to or greater than the S&P Midcap 400 Index, as well as encourage retention.

The following graph and accompanying tables explain the design of the fiscal 2018 PSU awards:

LOGO

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These PSU awards will be earned based on our relative TSR compared to the S&P Midcap 400 Index measured over a three-year performance period beginning April 1, 2017 and ending March 31, 2020 as set forth in the following table:

Fiscal 2018 PSU Awards – Performance Measure

TSR Percentile

TSR Modifier (1)

Below 25th percentile0
25th percentile25%
50th percentile77%
60th percentile100%
90th and above200%

(1)

The PSUs earned are to be determined on a linear basis between the specified target levels.

In designing the PSU awards, the Compensation Committee determined that it should require 60th percentile performance for the target number of units to be earned.

For purposes of these PSU awards, TSR for the Company and the S&P Midcap 400 Index is to be calculated by dividing the difference between the starting and ending share price for the performance period (taking into account any dividends) by the starting share price. For purposes of calculating both our TSR and the TSR for the companies in the S&P Midcap 400 Index, the share prices will be calculated using the average of the opening and closing prices of the common stock for the 20 trading days preceding the starting and ending dates.

Promotion Equity Awards

Mr. Arra’s and Ms. Gupta’s RSU Awards. In September 2017, in connection with their promotion toCo-Presidents and General Managers of our Connectivity Division, the Compensation Committee approved long-term incentive equity awards to each of Mr. Arra and Ms. Gupta. This decision was made by the Compensation Committee after taking into consideration a competitive market analysis prepared by its compensation consultant, the recommendations of our CEO, and the other factors described in “Governance of Executive Compensation Program – Role of the Compensation Committee” above. Specifically, the Compensation Committee granted each of Mr. Arra and Ms. Gupta an RSU award for 87,184 shares of our common stock with a value of approximately $2,082,826, of which 50% will vest on the first anniversary of the grant date with the remainder vesting quarterly thereafter through the second anniversary of the grant date, subject to each Named Executive Officer’s continued employment with the Company as of each vesting date.

Mr. May’s PSU Award.Also in September 2017, in connection with his appointment as our Chief Growth Officer, the Compensation Committee granted Mr. May a PSU award for 87,184shares of our common stock (having a value of approximately $2,082,826). This PSU award, which is to be earned subject to the terms and conditions described below, was granted by the Compensation Committee after taking into consideration a competitive market analysis prepared by its compensation consultant, the recommendation of our CEO, and the other factors described in “Governance of Executive Compensation Program – Role of the Compensation Committee” above.

The additional PSU award granted to Mr. May provided that he may earn between zero and 150% of the target number of shares of our common stock subject to the award (87,184 shares) based on the “target revenue run rate” as measured separately for each of two consecutiveone-year performance periods, the first beginning on October 1, 2017 and ending September 30, 2018 (Year One) and the second beginning October 1, 2018 and ending September 30, 2019 (Year Two)based on the following matrix:

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Target Revenue Run Rate

      Less than $1.0
million		 

Greater than or
equal to
$1.0 million but
less than
$4.0 million

  

Greater than or
equal to
$4.0 million but
less than
$15.0 million

  

Greater than
or equal to
$15.0 million

Payout Percentage of Target Award

  Year One  0% 50%  Linear between 50% and 75%  75%

Payout Percentage of Target Award

  Year Two  0% 50%, less Year One payout  Linear between 50% and 75%, less Year One payout  150%, less Year One payout

For purposes of the award, “target revenue run rate” means revenue generated from growth initiatives generated by Mr. May on or after October 1, 2017. The determination of the level of attainment for eachone-year performance period was to be made by the Compensation Committee at its first regularly scheduled meeting following the close of eachone-year performance period. In no event would the number of shares of our common stock earned exceed 150% of the number of shares initially granted to Mr. May under this award.While the maximum number of shares of our common stock may be earned at any time, the maximum payment in Year One was limited to 75% of the target number of shares.

Fiscal 2016 PSU Awards

The three-year performance period for the PSU awards granted in fiscal 2016 (the “2016 PSUs”) was completed on March 31, 2018. Pursuant to the terms of the awards, performance was to be evaluated based on our adjusted diluted EPS (“Adjusted EPS”) growth over the three-year performance period. Further, the number of units earned was subject to adjustment by as much as+/-20% based on our TSR compared to the S&P Midcap 400 Index over the performance period as set forth below, subject to an overall cap of 200%.

The target level for the Adjusted EPS performance measure was $1.00 per share, which represented a compound annual growth rate of 10.6% from our fiscal 2015 Adjusted EPS of $0.74 per share, the year prior to the start of the performance period.

In calculating our Adjusted EPS for PSU attainment, certain adjustments to fiscal 2018 GAAP EPS were required under the terms of the awards. Specifically, targeted fiscal 2018 EPS associated with discontinued operations (the IT Infrastructure Management and the Acxiom Impact businesses) were added back, and required adjustments for acquisitions were made, resulting in fiscal 2018 Adjusted EPS for PSU attainment of $1.45 per share.

At the end of March 2018, the Compensation Committee determined that, pursuant to the terms of the awards, our Adjusted EPS of $1.45 per share resulted in each executive officer tentatively earning 200% of his or her target 2016 PSU awards.

Fiscal 2016 PSU Awards – Performance Measure

Resulting Fiscal 2018

    Adjusted EPS (1)    

  Percentage of PSUs Earned (2)

Below $0.90

  0

$0.90

  50%

$1.00

  100%

$1.10

  200%

(1)

See Schedule 1 on pages 37-38 of this Compensation Discussion and Analysis for a reconciliation of our GAAP EPS to overallNon-GAAP EPS and Adjusted EPS for PSU attainment.

(2)

The PSUs earned were to be determined on a linear basis between the specified target levels.

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This tentative amount was then adjusted by 1.1964 to reflect our relative TSR over the three-year performance period based on the following matrix:

Fiscal 2016 PSU Awards – Modifier

TSR Percentile

TSR Modifier (1)

Below 25th

0.8

50th

1.0

75th and above

1.2

(1)

The modifier between the specified target levels will be calculated using straight-line interpolation.

Our relative TSR for the three-year performance period was in the 74.56 percentile. As a result of the application of the TSR modifier, each executive officer earned 200% of his or her target 2016 PSU awards.

TSR is calculated for the Company and S&P 400 Midcap Index based on the same calculation as the fiscal 2018 PSU awards as described above, but based on the time period from April 1, 2015 to March 31, 2018.

The number of shares of our common stock earned pursuant to the fiscal 2016 PSUs for each of the Named Executive Officers was as follows (Mr. Arra and Ms. Gupta were not executive officers at the time these PSU awards were granted in fiscal 2016):

Named Executive Officer

  Fiscal 2016 PSU
Award – Target
(number of
shares)		   Financial
Performance
Factor		  Shares Earned   Vesting Date Fair
Value (1)		 

Mr. Howe

   86,907    200%   173,814   $3,947,315 

Mr. Jenson

   35,714    200%   71,428   $1,622,130 

Mr. May

   13,825    200%   27,965   $635,085 

(1)

Vesting date fair value is calculated by multiplying the number of shares earned by the closing market price per share of our common stock ($22.71) on the vesting date of March 29, 2018.

PRSU Award for Mr. Jenson

In March 2015, the Compensation Committee granted to Mr. Jenson a performance-based restricted stock unit (“PRSU”) award covering 111,111 shares of our common stock. This PRSU award was granted to Mr. Jenson in connection with the renewal of his employment agreement given the critical role he plays in driving our Company’s financial performance as our CFO and President of Acxiom International. This award was intended to provide a benefit to him only after our stockholders had realized a specified level of appreciation in the market price of our common stock over a three-year performance period beginning April 1, 2015 and ending March 31, 2018.

Pursuant to the terms of this award, Mr. Jenson was to earn a specified number of shares of our common stock based on the application of a “share price factor” correlated to specific dollar market prices for our common stock. He would earn no shares of our common stock under the award if the market price of our common stock at the end of the performance period did not exceed the $25.00 per share (representing a 35% premium to the closing market price of $18.57 per share for our common stock on the date of grant) and the number of shares that he could earn was capped at 100% of his target shares (based on a market price of $45.00 per share) irrespective of the final settlement price. An increasing number of shares would be earned and vest according to a specific performance schedule as the settlement price increased between $25.00 and $45.00 per share. In the event that the settlement price fell between the share prices set forth in the performance schedule, the number of shares earned would be determined on a linear basis between the specific stock prices. In addition to the share price requirement, the PRSU award would vest only if our three-year aggregate total revenues for the performance period were greater than three times our fiscal 2016 budgeted total revenue. For purposes of the award, our share price at the end of the performance period was to be calculated using the average of the opening and closing market price for our common stock for the 20 trading days ending March 31, 2018.

In May 2018, the Compensation Committee evaluated the market price of our common stock as of the end of the performance period, which it determined to be $30.55 per share. Based on the terms of the award, this resulted in a share price factor of 40.8275% and, on an interpolated basis, the earning of 45,364 shares of our common stock. Based on this calculation, the Compensation Committee approved the issuance of 45,364 shares of our common stock to Mr. Jenson.

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Fiscal 2016 “Inducement” Award for Mr. Erwin

In April 2015, the Compensation Committee granted to Mr. Erwin a PSU award covering 41,929 shares of our common stock. This PSU award was to be earned based on our average annual data products revenue growth as measured over a three-year performance period beginning April 1, 2015 and ending March 31, 2018. The Compensation Committee granted this award to Mr. Erwin to provide additional incentive for him to drive the growth of our Audience Solutions Division.

Pursuant to the terms of the PSU award, Mr. Erwin was able to earn a number of shares of our common stock ranging from zero to 150% of the target number of shares covered by the award based on the following matrix:

Data Products Average Annual Revenue Growth

Average Annual Revenue Growth

Percentage of PSUs Earned

Below 5.0%

0% 

5.0% up to 7.99%

50% 

8.0% up to 9.99%

75% 

10.0% up to 11.99%

100% 

12.0% or more

150% 

For purposes of the award, “data products revenue” meant such revenue as specified in our financial reports and as adjusted pursuant to the terms of his award agreement to ensure consistency in the revenue included in the calculation over the term of the performance period.

In May2018, the Compensation Committeeevaluated the growth rate for our data products revenue for each fiscal year during the three-year performance period and determined that our average annual growth rate during that period was 6.63%, resulting in 50% attainment and 20,965 earned shares.

PSU Awards for Messrs. May and Arra and Ms. Gupta

In June 2017, the Compensation Committee approved long-term incentive equity grants to Messrs. May and Arra and Ms. Gupta in the form of PSU awards as follows:

Named Executive Officer

  PSU Awards
(number of shares)		   Total Grant Date Fair Value
($)		 

Mr. May

   19,006   $502,709 

Mr. Arra

   8,533   $226,227 

Ms. Gupta

   8,533   $226,227 

Pursuant to the terms of these awards, they were to earn (and fully vest in) a specified number of shares of our common stock based on the performance of the Connectivity (or LiveRamp) Division’s attainment ofpre-established performance targets for revenue growth (“Growth Rate”) and operating margin (“Operating Margin”) during three consecutive performance periods corresponding to our 2018, 2019, and 2020 fiscal years. Each PSU award, which represents 100% of each Named Executive Officer’s target award, is subject to adjustment (either increase or decrease) depending on the Connectivity Division’s performance relative to thepre-established performance targets, as such performance is finally determined by the Compensation Committee following the completion of each fiscal year.

In May 2018, the Compensation Committee evaluated the Growth Rate and Operating Margin for the Connectivity Division for fiscal 2018 and determined that it had achieved an attainment percentage of 48.73% for the Growth Rate performance measure and an attainment percentage of 14.17% for the Operating Margin performance measure, resulting in a combined attainment percentage of 53.27% for the first tranche of these PSU awards.

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Accordingly, the number of shares of our common stock earned pursuant to these PSU awards by Messrs. May and Arra and Ms. Gupta for the fiscal 2018 performance period were as follows:

Named Executive Officer

  PSU Award –
Target (total
number of
shares)		   PSU Award –
Target (fiscal
2018
performance
period)		   Attainment
Percentage for
fiscal 2018
performance
period		  Number of
Shares Earned
(fiscal 2018
performance
period)		 

Mr. May

   19,006    6.335    53.27%   3,375 

Mr. Arra

   8,553    2,851    53.27%   1,519 

Ms. Gupta

   8,553    2,851    53.27%   1,519 

Retirement and Welfare Benefits

Our executive officers, including the Named Executive Officers, are eligible to participate in the sametax-qualified retirement and welfare plans as our other full-time employees. We sponsor a Section 401(k) plan that provides for employer matching contributions paid in shares of our common stock, subject to specified vesting requirements. Our executive officers are also eligible to receive retirement benefits through ournon-qualified supplemental retirement plan discussed below. We believe these benefits are important for attracting, motivating, rewarding, and retaining our executive officers, and are comparable to those retirement benefits being provided by companies in our compensation peer group.

Defined Benefit Pension Plan

None of our executive officers, including none of the Named Executive Officers, participate in or have an account balance in atax-qualified defined benefit pension plan maintained by us.

Supplemental Executive Retirement Plan

While we do not maintain a defined benefit pension plan, our highly-compensated employees, including the Named Executive Officers, are eligible to participate in ournon-qualified supplemental executive retirement plan (the “SERP”) which enables them to contribute theirpre-tax income into the plan through payroll deductions. We match contributions at a rate of 50% for each dollar contributed by a participant (up to 6% of his or her compensation) but only to the extent that the maximum matching contribution has not already been made under the Section 401(k) plan. These employer matching contributions are subject to a vesting requirement.

Health Benefit Plans

We maintain several broad-based employee benefit plans in which our executive officers, including the Named Executive Officers, 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, disability benefits, and an employee stock purchase plan. We believe these benefits encourage the overall health, stability and well-being of our executive officers and are comparable to those plans being provided by the companies in our compensation peer group.

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 the Named Executive Officers in footnote 4 to the Summary Compensation Table elsewhere in this Compensation Discussion and Analysis.

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 executive officers more efficient and effective, and for recruitment and retention purposes. All future practices with respect to perquisites or other personal benefits will be approved and subject to periodic review by the Compensation Committee.

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Employment Agreements

In February 2018, we amended the employment agreements of our CEO and CFO. Each of these employment agreements had an initial three-year term and provided for automatic renewal thereafter for successiveone-year terms unless we or the applicable executive officer elected not to extend the term upon 180 days’ notice. The term of our CEO’s employment agreement was automatically extended on July 26, 2017, while the term of our CFO’s employment agreement was automatically extended on January 11, 2018.

As amended, these employment agreements:

Continue to provide for automatic renewal as of the last day of their original term for successiveone-year terms unless we or the applicable executive officer elects not to extend the term upon 180 days’ notice;

Continue to provide for the annual review of each executive officer’s cash compensation arrangements, including his annual base salary and target annual cash incentive opportunity, and annual consideration of the grant of long-term equity incentive awards;

Revise the treatment of PSU awards in the event of a change in control of the Company to provide that:

the applicable performance period for such awards will be truncated;

the number of PSUs that become eligible to vest will be determined by the degree of achievement of the applicable performance objectives as of the change in control date; and

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

Generally, these agreements set forth the rights and responsibilities of each party and protect both parties’ interests in the event of a termination of employment by providing our CEO and CFO with the opportunity to receive certain specified post-employment payments and benefits in the event of certain terminations of employment, including following a change in control of the Company. Finally, these employment agreements prohibit our CEO and CFO from engaging directly or indirectly in competition with us, recruiting or soliciting any of our customers for aone-year period following termination of employment. These post-employment compensation arrangements are described in more detail in “Post-Employment Compensation” below and “Fiscal 2018 Potential Payments upon Termination or Change in Control” elsewhere herein.

For a description of the specific terms and conditions of the employment agreements with our CEO and CFO, see the discussion of “Employment Agreements” elsewhere herein.

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 the Company as provided in their employment agreements. In addition, the other Named Executive Officers are eligible to participate in the Acxiom Corporation Amended and Restated 2010 Executive Officer Severance Policy.

Our post-employment compensation arrangements have beenprocess designed to provide reasonable compensationassurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:

•Pertain to executive officers who leave the Company under certain circumstances to facilitate their transition to new employment. Further, we seek to mitigate any potential employer liabilitymaintenance of records that, in reasonable detail, accurately and avoid future disputes or litigation by requiring a departing executive officer to signfairly reflect the transactions and not revoke a general release and waiverdispositions of any and all claims against usthe assets of the Company;
•Provide reasonable assurance that transactions are recorded as a condition to receiving post-employment compensation payments or benefits.

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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 packagespermit preparation of financial statements in accordance with generally accepted accounting principles, and that are competitive.

In determining paymentreceipts and benefit levels under the various circumstances triggering the post-employment compensation arrangements for the Named Executive Officers, the Compensation Committee has drawn a distinction between voluntary terminations of employment, terminations of employment for cause, and terminations of employment without cause or as a result of a change in control of the Company. 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 executive officer’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 executive officer 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 the Company, we believe that these arrangements are designed to align the interests of management and stockholders 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 stockholders 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 stockholders.

Generally, payments and benefits in the event of a change in controlexpenditures of the Company are payablebeing made only if there is a subsequent lossin accordance with authorizations of employment by an executive officer (aso-called “double-trigger” arrangement). In the casemanagement and directors of the accelerationCompany; and

•Provide reasonable assurance regarding prevention or timely detection of vesting of outstanding equity awards, weunauthorized acquisition, use this double-trigger arrangement to protect against the loss of retention power following a change in controlor disposition of the Company andCompany’s assets that could have a material effect on the financial statements.
36


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluations of effectiveness 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 the Company and have no such obligations in place with respect to any of our executive officers, including any of the Named Executive Officers. Consistent with our historical practice, in the future we intend to refrain from providinggross-ups relating to a change in control of the Company.

Modification of Post-Employment Compensation Arrangements

In December 2017, the Compensation Committee approved amendmentsperiods are subject to the 2005 Plan, and authorized our management to make conforming amendments to our other equity compensation plans, to ensurerisk that equity awards granted pursuant to such plans were treated consistently among all recipientscontrols may become inadequate because of such awards. At the same time, the Compensation Committee amended the 2005 Plan, the Acxiom Corporation Amended and Restated 2010 Executive Officer Severance Policy (the “Severance Policy”), and the Acxiom Corporation 2010 Senior Vice President and Special Situation Associate Changechanges in Control Severance Policy, (the “SVP Severance Policy”), as well as the outstanding award agreements for PSU awards granted in fiscal 2017 and fiscal 2018 to provide for consistent and coordinated treatment of PSU awards in connection with a change in control of the Company. Pursuant to these amendments, in the event of a change in control:

the applicable performance period for such PSU awards will be truncated,

the number of PSUsconditions, or that become eligible to vest will be determined by the degree of achievementcompliance with the policies or procedures may deteriorate.

The Company’s management, with participation of the applicable performance objectives as ofChief Executive Officer and Chief Financial Officer, assessed the change in control date, and

the number of PSUs that were determined to be eligible to vest will be treated as unvested RSUs, and if assumed or substituted for by the acquiring or surviving entity (or an affiliate of such entity), will convert into RSUs (or other compensatory arrangements) of equal value to be settled in cash or shares by the acquiring or surviving entity (as determined pursuant to the definitive agreement relating to the change in control). If the executive officer remains employed with the acquiring or surviving entity through the end of the original performance period, the RSUs (i.e., the converted

32

PSU awards) will become fully vested. Further, if within 24 months following a change in control, the executive officer’s employment is terminated without cause, he or she resigns for good reason, or if he or she dies or becomes disabled, the RSUs (i.e., the converted PSU awards), to the extent unvested, will become fully vested. If the RSU awards (i.e., the converted PSU awards) awards are not appropriately assumed or substituted by the acquiring or surviving entity (or an affiliate of such entity), then such converted RSU awards will fully vest in accordance with the terms of 2005 Plan.

For information on the post-employment compensation arrangements for the Named Executive Officers, as well as an estimate of the potential payments and benefits payable under these arrangements as of the end of fiscal 2018, see “Fiscal 2018 Potential Payments Upon Termination or Change in Control” elsewhere herein.

In February 2017, the Compensation Committee also approved certain interpretations related to the 2005 Plan, the Severance Policy, the SVP Severance Policy and the Employment Agreements of our CEO and CFO related to treatment under these arrangements in the event of a sale of oneeffectiveness of the Company’s divisions, including the previously announced potential sale of Acxiom Marketing Solutions (a “Potential Sale”). The deemed treatments under these arrangements differ depending on whether an employee, including a Named Executive Officer, remains employed by us following a Potential Sale or whether an employee, including a Named Executive Officer, “goes with” the division sold in the Potential Sale.

For all employees, whether they remain employed by us following a Potential Sale or not, the Compensation Committee determined that a Potential Sale would constitute a change ininternal control for purposes of the 2005 Plan and all awards granted under the 2005 Plan. All PSU awards would, upon a change in control, convert into a number of RSUs pursuant to the process discussed above. However, for employees that remain employed by us following a Potential Sale, awards granted under the 2005 Plan (including PSU awards converted into RSU awards pursuant to the process discussed above) would be deemed to be assumed and continued by us following a Potential Sale and would vest, subject to employee’s continued employment with us, at the end of the original performance period. For awards granted to employees that “go with” a division sold in a Potential Sale, if such awards are not assumed or substituted by the purchaser in a Potential Sale, the awards would receive the treatment set forth in the 2005 Plan: (i) options and RSUs (including PSU awards converted into RSUs pursuant to the process discussed above) would vest; and (ii) any other performance awards would be considered prorated and would be settled or distributed.

For employees who remain employed by us following a Potential Sale, the Compensation Committee determined that, for purposes of the Severance Policy, the SVP Policy, and the Employment Agreements, a Potential Sale will not constitute a change in control (which, in conjunction with a qualifying termination of employment, would otherwise entitle eligible employees to severance payments and benefits), except in two limited circumstances. In the event that (i) we materially reduce an executive’s, including a Named Executive Officer’s, total compensation or (ii) an executive, including a Named Executive Officer, is required to relocate, in either case, within 24 months of a Potential Sale, such executive will be entitled to claim a post-change in control good reason termination of employment under the applicable arrangement.

For employees who “go with” a division sold in a Potential Sale, the Compensation Committee determined that a change in control will occur for purposes of the Severance Policy and SVP Severance Policy, entitling such eligible employees to severance payments and benefits under the applicable arrangements in accordance with those arrangements.

Compensation-Related Risks

As described above, the Compensation Committee and our Board of Directors consider many factors in making compensation decisions for our executive officers. One such factor is the risk associated with our executive compensation program. After a review and assessment of potential risks, the Compensation Committee has concluded that our compensation programs, policies, and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. Material risk in the design of our executive compensation program is mitigated in several ways:

The weighting of our annual and long-term incentives appropriately balances the importance of our short-term and long-termover financial and strategic objectives;

33

Our long-term incentive compensation awards to our executive officers are currently allocated between RSU awards that may be settled for shares of our common stock, and PSU awards pursuant to which shares of our common stock may be earned, which provides a balance of incentives;

Our annual cash incentive plan contains caps on maximum payouts and the Compensation Committee retains authority to reduce incentive plan payouts in its discretion;

Performance-based incentive compensation plans are not overly reliant on a single performance measure and include the use of multi-year performance measures to mitigate the risk of our executive officers focusing exclusively on short-term growth at the expense of sustained profitability and increase in stockholder value; and

Our stock ownership guidelines (described below) require our executive officers to hold significant amounts of our common stock, which commits an appropriate portion of their compensation to our long-term performance.

Section 5: Other Compensation Policies and Practices

Stock Ownership Guidelines

We believe that linking a significant portion of our executive officers’ current and potential future net worth to our success, as reflected in the value of our common stock, helps to ensure that they have a stake similar to that of our stockholders. Our executive officers are subject to stock ownership guidelines designed to ensure that they have a meaningful stake in the Company. These guidelines are intended to balance an executive officer’s need for portfolio diversification while ensuring that his or her interests are closely aligned with the interests of our stockholders. These stock ownership guidelines are as follows:

Executive Officer

Stock Ownership Requirement

Chief Executive Officer

Three times annual base salary

Other Executive Officers

One times annual base salary

Generally, each executive officer has five years from the date of appointment to attain the required ownership level. 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 Named Executive Officer 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 RSU awards (after deduction of applicable federal and state taxes).

Until his or her required ownership level is met, an executive officer is expected to retain 50% of the net shares of our common stock acquired upon option exercises, and 50% of the shares of our common stock issued upon the vesting of a RSU award or PSU award (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, 2018, each of the Named Executive Officers had satisfied his or her stock ownership requirement. Please see the section entitled “Stock Ownership” elsewhere in this Compensation Discussion and Analysis for a presentation of the equity holdings of our executive officers, including the Named Executive Officers.

Compensation Recovery (“Claw back”) Policy

We maintain a claw back recovery 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 a title of Senior Vice President or higher, our Board of Directors may require reimbursement for any bonus or other incentives (including equity awards) earned above what would have been earned under the restated financials, including any profits realized from the sale of our equity securities, that was paid to any such executive officer during the12-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 of Directors will determine whether material noncompliance with a financial reporting requirement is the result of intentional misconduct of the executive officer.

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Notwithstanding the foregoing, we intend to evaluate this policy and take further action with respect to the recovery of excess incentive-based compensation that our Board of Directors determines to be necessary or advisable to comply with the requirements of applicable law (including, without limitation, Section 304 of the Sarbanes Oxley Act of 2002 and, once the SEC adopts final rules pertaining thereto, Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act).

Policy Prohibiting Hedging or Pledging of Our Equity Securities

Our Insider Trading Policy prohibits our executive officers, including the Named Executive Officers, and the members of our Board of Directors from engaging in short sales, as well as hedging or monetization transactions (such aszero-cost collars and forward sales contracts) that involve the establishment of a short position in our common stock. 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.

Section 6: Tax and Accounting Considerations

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.

Deductibility of Executive Compensation

Generally, Section 162(m) of the Code disallows a federal income tax deduction for public corporations of remuneration in excess of $1 million paid in any taxable year to certain specified executive officers (“Covered Employees”). For taxable years beginning before January 1, 2018 (i) these executive officers consisted of a public corporation’s chief executive officer and up to three other executive officers (other than the chief financial officer) whose compensation is required to be disclosed to stockholders under the Exchange Act because they are such public corporation’s most highly-compensated executive officers and (ii) qualifying “performance-based compensation” was not subject to this deduction limit if specified requirements were met.

Pursuant to the Tax Cuts and Jobs Act of 2017, which was signed into law on December 22, 2017, for taxable years beginning after December 31, 2017, (i) the remuneration of a public corporation’s chief financial officer is also subject to the deduction limit, (ii) once an individual is considered a Covered Employee with respect to a taxable year, he or she will be considered a Covered Employee for all future years, including after termination of employment or death, and (iii) the exemption from the deduction limit for “performance-based compensation” is no longer available. These changes do not apply to remuneration provided under a binding written contract in effect on November 2, 2017, which is not materially modified after that date. Consequently, for fiscal years beginning after December 31, 2017, no remuneration in excess of $1 million paid to a Covered Employee will be deductible.

In designing our executive compensation program and determining the compensation of our executive officers the Compensation Committee considers a variety of factors, including the potential impact of the Section 162(m) deduction limit. However, the Compensation Committee will not necessarily limit executive compensation to that which is or may be deductible under Section 162(m). The deductibility of some types of compensation depends upon the timing of an executive officer’s vesting or exercise of previously granted rights. Further, interpretations of and changes in the tax law, and other factors beyond the Compensation Committee’s control also affect the deductibility of compensation.

To maintain flexibility to compensate our executive officers in a manner designed to promote our short-term and long-term corporate goals, the Compensation Committee has not adopted a policy that all compensation that is subject to Section 162(m) must be deductible. The Compensation Committee believes that our stockholders’ interests are best served if its discretion and flexibility in awarding compensation is not restricted, even though some compensation awards may result innon-deductible compensation expense. From time to time, the Compensation Committee or our Board of Directors may approve compensation for the Named Executive Officers that is not deductible when it believes that such compensation is consistent with the goals of our executive compensation program and is in the best interests of the Company and our stockholders.

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Taxation of “Parachute” Payments

Sections 280G and 4999 of the Code provide that executive officers and members of our Board of Directors 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 achange-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 2018, 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 of Directors, 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 awards may never realize any value from their awards.

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Schedule 1

Reconciliation of GAAP toNon-GAAP Measures

The following table presents a reconciliation of our GAAP net earnings and earnings per share to

Non-GAAP net earnings and earnings per share.

Reconciliation of GAAP Earnings Per Share toNon-GAAP

EPS for Fiscal Years 2018 and 2017

(Unaudited)

(Dollars in thousands, except earnings per share)

   For the Twelve Months
Ended
March 31,		 
   2018   2017 

Earnings before income taxes

  $709   $8,642 

Income taxes

   (22,771)    4,534 

Net earnings

   23,480    4,108 

Earnings per share:

    

Basic

   0.30    0.05 

Diluted

   0.29    0.05 

Excluded items:

    

Purchased intangible asset amortization (cost of revenue)

   23,920    18,644 

Non-cash stock compensation (cost of revenue and operating expenses)

   63,234    49,145 

Impairment of goodwill and other

   —      1,315 

Restructuring charges and other adjustments (gains, losses, and other)

   6,373    10,045 

Gain on sales of assets (gains, losses, and other)

   —      (2,986) 

Separation and transformation costs (general and administrative)

   20,846    8,639 

Accelerated amortization (cost of revenue)

   999    —   

Total excluded items

   115,372    84,802 

Earnings from continuing operations before income taxes and excluding items

   116,372    93,444 

Income taxes

   39,758    36,652 

Non-GAAP net earnings

   76,323    56,792 

Non-GAAP earnings per share:

    

Basic

   0.97    0.73 

Diluted

   0.94    0.71 

Basic weighted average shares

   78,891    77,609 

Diluted weighted average shares

   81,516    79,848 

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The following tables present a reconciliation of our GAAP Operating Income to Adjusted Operating Income and our GAAP earnings per share to Adjusted EPS.

Reconciliation of GAAP Operating Income to Adjusted Operating Income

for Fiscal Year 2018 (in thousands)

Income from Operations

10,599

Adjustments:

Purchased intangible asset amortization (cost of revenue)

23,920

Non-cash stock compensation (cost of revenue and operating expenses)

63,234

Restructuring and merger charges (gains, losses, and other)

6,373

Separation and transformation costs (general and administrative)

20,846

Incentive compensation expense

16,756

Favorable incentive pool variance from operational resource planning changes

3,410

Total adjustments

135,538

Adjusted Income from Operations

146,137

Reconciliation of GAAP Earnings Per Share to Adjusted EPS for Fiscal Year 2018 for PSU

attainment (Unaudited)

(Dollars in thousands, except earnings per share)

Earnings from continuing operations before income taxes

709

Income taxes

(22,771) 

Net earnings

23,480

Earnings per share:

Basic

0.30

Diluted

0.29

Excluded items:

Purchased intangible asset amortization (cost of revenue)

23,920

Non-cash stock compensation (cost of revenue and operating expenses)

63,234

Restructuring charges (gains, losses, and other)

6,373

Separation and transformation costs (general and administrative)

20,846

Accelerated amortization (cost of revenue)

999

Total excluded items

115,372

Earnings before income taxes and excluding items

116,081

Income taxes

39,758

Non-GAAP net earnings

76,323

Non-GAAP earnings per share:

Basic

0.97

Diluted

0.94

Basic weighted average shares

78,891

Diluted weighted average shares

81,516

Non-GAAP diluted earnings per share

0.94

Adjustment for budgeted earnings per share of Arbor/Circulate acquisition2

(0.08) 

Adjustment for budgeted earnings per share of ITO lost in divestiture1

0.39

Adjustment for budgeted earnings per share of Acxiom Impact lost in divestiture1

0.20

Adjusted EPS for PSU attainment

1.45

1

Based on targets established at grant date of PSUs issued for the performance period ended on March 31, 2018.

2

Based on targets reviewed by BOD at acquisition.

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Compensation Committee Report

In connection with its function to oversee Acxiom’s executive compensation program, the Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis section of this Form10-K/A with management. Based on its review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in Acxiom’s Annual Report on Form10-K for the year ended March 31, 2018.

Submitted by the Compensation Committee
William J. Henderson, Chair
Timothy R. Cadogan
Debora B. Tomlin

Compensation Committee Interlocks and Insider Participation

At the end of fiscal year 2018, the Compensation Committee consisted of William J. Henderson (Chair), Timothy R. Cadogan and Debora B. Tomlin. All members of the Committee, while serving as members of that Committee during fiscal year 2018, 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 2018 was party to a transaction, relationship or arrangement requiring disclosure under Item 404 of RegulationS-K. During fiscal year 2018, 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 of Directors.

Summary Compensation Table

The following table shows the compensation earned by or awarded to our Named Executive Officers in fiscal years ended March 31, 2018, 2017 and 2016.

Named Executive Officer

  Fiscal
Year		   Salary   Bonus   Stock
Awards1		   Option
Awards2		   Non-Equity
Incentive Plan
Compensation3		   All Other
Compensation4		  Total 

Scott E. Howe

   2018   $670,000    —     $4,172,856   $0   $597,000   $7,413  $5,447,269 

Chief Executive Officer & President

   2017   $650,000    —     $3,971,519   $0   $1,065,000   $7,950  $5,694,469 
   2016   $650,000    —     $2,702,586   $1,126,015   $854,750   $7,950  $5,341,301 

Warren C. Jenson

   2018   $535,000    —     $1,741,472   $0   $433,350   $58,759  $2,768,581 

Chief Financial Officer & Executive Vice President / President, International

   2017   $522,725    —     $1,647,672   $0   $825,000   $24,832  $3,020,229 
   2016   $515,000    —     $1,110,625   $462,128   $673,000   $90,673  $2,851,426 
               

James F. Arra

   2018   $341,477    —     $2,610,688   $0   $312,828   $120,6281   $3,385,621 

Co-President & General Manager, LiveRamp

   2017   $250,000    —     $999,988   $0   $561,226   $136,8452   $1,948,059 
   2016   $250,000    —     $772,411   $139,957   $369,372   $93,4403   $1,625,180 

Richard E. Erwin

   2018   $435,000    —     $834,796   $0   $226,200   $23,136  $1,519,132 

President & General Manager, Audience Solutions

   2017   $418,750    —     $720,860   $0   $425,000   $9,109  $1,573,719 
   2016   $400,000    —     $1,099,424   $406,645   $340,000   $78,801  $2,324,870 

Anneka R. Gupta

   2018   $344,602    —     $2,610,688   $0   $189,245   $8,538  $3,153,073 

Co-President & General Manager, LiveRamp

   2017   $275,000    —     $999,988   $0   $222,469   $166,1794   $1,663,636 
   2016   $237,500    —     $796,661   $95,376   $49,777   $0  $1,179,314 

S. Travis May

   2018   $400,000    —     $3,62,592   $0   $207,309   $7,944  $4,239,846 

Former Chief Growth Officer

   2017   $368,750    —     $1,029,812   $0   $400,000   $30,923  $1,829,485 
   2016   $340,000    —     $701,313   $178,890   $310,000   $30,350  $1,560,553 

1

These amounts reflect the grant date fair value of awards of RSUs, PSUs and PRSUs. We calculated the amounts in accordance with financial statement reporting rules. For RSUs granted in fiscal year 2018, the amount was determined by reference to quoted market

39

prices for the shares on their grant date, which was $26.45 for Mr. Arra, Ms. Gupta and Mr. May’s June 28 grants, $26.57 for Mr. Erwin and Mr. Jenson’s June 12th grants, $26.26 for Mr. Howe’s June 16th grant and $23.89 for Mr. Arra and Ms. Gupta’s September 12th grants. For PSUs granted in fiscal year 2018, we estimated each PSU grant date fair value to be $26.45 for Mr. Arra and Ms. Gupta’s June 28 grants, and one of Mr. May’s June 28 grants, $28.22 for Mr. Howe, Mr. Jenson and Mr. Erwin’s June 12th grant, one of Mr. May’s June 28 grants and $23.89 for Mr. May’s September 12th grant, in each case using a Monte Carlo simulation model. The amount reported for each PSU is based on the probable outcome of the underlying performance conditions, measured as of the grant date (100% of target value). For Mr. Erwin’s inducement PSUs granted in fiscal year 2016, we estimated the grant date fair value to be $19.07 using a Monte Carlo simulation model, measured at 100% of target value. For Mr. May’s PRSUs granted in fiscal year 2016, we estimated the grant date fair value to be $2.94, using a Monte Carlo simulation model and the maximum number of shares that can be earned. The grant date fair value for the fiscal year 2018 awards (including both RSUs and PSUs) at the highest level of performance for each executive is Mr. Howe $6,743,275, Mr. Jenson $2,638,416, Mr. Arra $3,063,142, Mr. Erwin $1,263,204, Ms. Gupta $3,063,142 and Mr. May $5,460,353.
2

These amounts reflect the grant date fair value of awards of stock options. We calculated the option amounts in accordance with financial statement reporting rules using a customized binomial lattice option pricing model with the following weighted-average assumptions:

Fiscal Year

 

Dividend Yield

 

Risk-Free Interest
Rate

 

Expected Duration

 

Expected Volatility

 

Suboptimal Exercise
Multiple

2016

 0% 2.20% 4.5 years 40% 1.4
 

 

 

 

 

 

 

 

 

 

3

These amounts represent annual cash incentive awards earned by the Named Executive Officers under the Cash Incentive Plan based on Company results as well as Mr. Arra’s earnings from the Connectivity (or LiveRamp) Division Incentive Plan. For more information regarding how these determinations were made, see Section 4 of the Compensation Discussion and Analysis.

4

The amounts disclosed in the “All Other Compensation” column for fiscal year 2018 includes the following:

Named Executive Officer

  401(k)
Matching
Contributions		   Non-qualified deferred
compensation plans/
SERP matching
contributions		   Other   Total 

Scott E. Howe

  $7,413   $0   $0   $7,413 

Warren C. Jenson

  $7,504   $0   $51,255a    $58,759 

James F. Arra

  $9,268   $0   $111,360b    $120,628 

Richard E. Erwin

  $8,239   $0   $14,897c    $23,136 

Anneka R. Gupta

  $8,538   $0   $0   $8,538 

S. Travis May

  $7,944   $0   $0   $7,944 

a)

Represents expenses associated with Mr. Jenson’s international assignment in his role as President, International ($47,464), cell phone allowance ($2,688) and fitness reimbursement ($1,103).

b)

Represents expenses associated with tax assistance to cover the taxes for imputed income for airfare and apartment rental ($109,680) and cell phone allowance ($1,680).

c)

Represents expense associated with President’s club top seller’s appreciation trip ($12,065), cell phone allowance ($2,688) and spot award ($144).

40

Grants of Plan-Based Awards for Fiscal Year 2018

The following table shows grants of plan-based awards made to our Named Executive Officers during fiscal 2018.Non-equity incentive plan awards were granted under the 2010 Cash Incentive Plan and stock awards were granted under the Amended and Restated 2005 Equity Compensation Plan.

Named
Executive
Officers

     

 

 

Estimated Possible Payouts Under Non-Equity
Incentive Plan Awards

   

 

 

Estimated Future Payouts Under

Equity Incentive Plan1

   All other
Stock
Awards:
Number
of
Shares
of Stock
or Units
(#)		   All other
Option
Awards:
Number of
Securities
Underlying
Options
(#)		   Exercise
Or Base
Price of
Option
Awards
($/SH)		   Grant Date
Fair Value
of Stock
and Option
Awards ($)		 
  Grant
Date		  Threshold
($)		   Target
($)		   Maximum
($)		   Threshold
(#)		   Target
(#)		   Maximum
(#)		 

Scott E. Howe

  N/A  $184,250   $737,000   $1,474,000               
  6/16/2017         22,771    91,085    182,170         $2,513,946 
  6/16/2017               61,022       $1,602,438 

Warren C. Jenson

  N/A  $133,750   $535,000   $1,070,000               
  6/12/2017         7,946    31,784    63,568         $896,944 
  6/12/2017               31,784       $844,527 

James F. Arra

  N/A  $11,666   $46,666   $93,332               
  N/A  $33,750   $275,000    uncapped               
  6/28/2017         4,277    8,553    25,659         $226,227 
  6/28/2017               11,404       $301,636 
  9/12/2017               87,184       $2,082,826 

Richard E. Erwin

  N/A  $70,688   $282,750   $565,500               
  6/12/2017         3,795    15,181    30,362         $428,408 
  6/12/2017               114       $3,029 
  6/12/2017               15,181       $403,359 

Anneka R. Gupta

  N/A  $37,916   $151,666   $303,332               
  N/A  $6,750   $68.750    uncapped               
  6/28/2017         4,277    8,553    25,659         $226,227 
  6/28/2017               11,404       $301,636 
  9/12/2017               87,184       $2,082,826 

S. Travis May

  N/A  $65,000   $260,000   $520,000               
  6/28/2017         9,503    19,006    57,018         $536,349 
  6/28/2017         4,752    19,006    38,012         $502,709 
  6/28/2017               19,006       $502,709 
  9/12/2017         43,592    87,184    98,082         $2,082,826 

1

The fair value of the PSUs was determined using a Monte Carlo simulation model based on the probable outcome of the underlying performance conditions, measured as of the grant date (100% of target value). For RSU awards, the fair value was determined by reference to quoted market prices on the date of grant for the shares of our common stock.

2

The Committee approved a discretionary cash incentive plan at the end of fiscal 2018 that provides incentives for certain employees, including Mr. Erwin, in connection with the sale of Acxiom Marking Solutions. Please see “Compensation Discussion and Analysis—Acxiom Marketing Solutions Incentive Plan” above.

For a description of bonus opportunities under the Cash Incentive Plan, see “Annual Cash Incentives” in Section 4: of the Compensation Discussion and Analysis. For a description of PSU awards and RSU awards, see “Long-Term Incentive Compensation” in Section 4: of the Compensation Discussion and Analysis.

41

Outstanding Equity Awards at 2018 Fiscal Year End

The following table shows equity awards that we have made to our Named Executive Officers that were outstanding as of March 31, 2018.

       Option Awards1   Stock Awards 
       Number of Securities Underlying
Unexercised Options (#)		             
           

Option
Exercise
Price ($)

   

Option
Expiration
Date

   

Share or

Unit Grant
Date

   

Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
(#)2

   

Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
($)3

   

Number
of
Shares
or Units
of
Stock
That
Have
Not
Vested
(#)4

   

Market Value
of Shares or
Units of Stock
That Have
Not Vested
($)3

 
Name  Grant Date   Exercisable   Unexercisable 

Scott E. Howe

   7/29/2011    123,819     $13.74    7/29/2021           
   7/29/2011    221,106     $13.74    7/29/2021           
   5/21/2012    164,204     $13.28    5/21/2022           
   5/23/2013    136,196     $21.46    5/23/2023           
   5/20/2014    115,947    38,649   $21.17    5/20/2024    5/20/2014        13,536   $307,403 
   5/20/2015    87,423    87,424   $17.49    5/20/2025    5/20/2015        32,590   $740,119 
             5/24/2016    102,306   $2,323,369    51,153   $1,161,685 
             6/12/2017    91,085   $2,068,540     
             6/16/2017        61,022   $1,385,810 

Warren C. Jenson

   1/13/2012    26,934     $13.40    1/13/2022           
   1/13/2012    157,024     $13.40    1/13/2022           
   5/21/2012    61,452     $13.28    5/21/2022           
   5/23/2013    45,460     $21.46    5/23/2023           
   5/20/2014    47,038    15,680   $21.17    5/20/2024    5/20/2014        5,487   $124,610 
             3/27/2015    111,111      12,500   $283,875 
   5/20/2015    35,879    35,880   $17.49    5/20/2025    5/20/2015        13,392   $304,132 
             5/24/2016    35,897   $815,221    26,922   $611,399 
             6/12/2017    31,785   $721,837    31,785   $721,837 

James F. Arra

   3/27/2013    110,009     $0.85    3/26/2023           
   7/24/2013    11,000     $0.85    7/23/2023           
   1/21/2014    33,002     $2.58    1/20/2024           
   6/29/2016    18,336    44,871   $21.32    6/29/2026    6/29/2016        6,534   $148,387 
             6/28/2017    8,553   $194,239    11,404   $258,985 
             9/12/2017        87,184   $1,979,949 

Richard E. Erwin

   4/13/2015    31,785    10,596   $19.07    4/13/2025           
   4/13/2015    21,190     $19.07    4/13/2025    4/13/2015    41,929   $952,208    3,930   $89,250 
             5/24/2016    15,705   $356,661    11,778   $267,478 
             6/12/2017    15,181   $344,761    57   $1,294 
             6/12/2017        15,181   $344,761 

Anneka R. Gupta

   1/24/2012    797     $1.10    1/23/2022           
   12/13/2012    4,517     $0.85    12/12/2022           
   7/24/2013    452     $0.85    7/23/2023           
   3/25/2014    11,559     $2.58    3/24/2024           
   6/29/2016    18,336    44,871   $21.32    6/29/2026    6/29/2016        6,309   $143,277 
             6/28/2017    8,553   $194,239    11,404   $258,985 
             9/12/2017        87,184   $1,979,949 

S. Travis May

   2/20/2013    27,901     $0.85    2/19/2023           
   3/25/2014    41,973     $2.58    3/24/2024           
   11/11/2014    12,798    4,267   $19.18    11/11/2024           
   5/20/2015    13,888    13,890   $17.49    5/20/2025           
             5/24/2016    22,436   $509,522     
             6/28/2017    19,006   $431,626     
             6/28/2017    19,006   $431,626    19,006   $431,626 
             9/12/2017    87,184   $1,979,949     

42

1

The vesting schedule for stock options granted during and after fiscal year 2008 is 25% per year beginning on the first anniversary of the grant date.

2

PSUs vest subject to attainment of performance goals with the number of shares earned ranging from zero to 200% of the award. In the case of fiscal 2016 grants of PSUs, each recipient vested at 200% based on fiscal 2018 TSR targets. In the case of fiscal 2017 grants of performance units, each recipient may become vested in a number of shares based on the TSR of our common stock compared to the TSR of the S&P Midcap 400 index. For Mr. Jenson’s PRSUs, we estimated the grant date fair value to be $5.33, respectively, using a Monte Carlo simulation model. The PRSUs awarded to Mr. Jenson (March 2015) vested on May 14, 2018 at 40.8275% attainment for 45,364 shares. For the PSU awards for Messers. May and Arra and Ms. Gupta (June 2017), vested on March 31, 2018 at 53.27% for the first tranche of these awards.

3

This value was determined by multiplying the number of unvested shares or units by the closing price of our common stock on March 29, 2018 (the last day of the 2018 fiscal year), which was $22.71.

4

Represents awards of RSUs that vest over a four-year period in equal increments beginning on or around the first anniversary of the grant date, except for awards granted beginning in fiscal 2017 that vest 25% after the first year, and then 6.25% quarterly until fully vested. The RSU awards granted to Mr. Arra and Ms. Gupta in September 2017 in connection with their promotions will vest 50% on the first anniversary of the grant date with the remainder vesting quarterly thereafter through the second anniversary of the grant date.

Option Exercises and Stock Vested During Fiscal Year 2018

The following table shows2021.  In making this assessment, the value realizedCompany’s management used the criteria set forth by our Named Executive Officers on stock awards vesting during fiscal year 2018.

   Option Awards   Stock Awards 

Name

  Number of Shares
Acquired on Exercise (#)		   Value Realized On
Exercise ($)		   Number of Shares Acquired
on Vesting (#)		   Value Realized on
Vesting ($)1		 

Scott E. Howe

       233,627   $5,597,927 

Warren C. Jenson

       109,404   $2,706,177 

James F. Arra

       11,164   $284,980 

Richard E. Erwin

       7,915   $208,903 

Anneka R. Gupta

       11,679   $299,112 

S. Travis May

   7,945   $218,408    45,310   $1,083,061 

1

The stock awards values were determined by multiplying the number of shares acquired on vesting by the closing market price of the Company’s common stock on the vesting date.

Nonqualified Deferred Compensation During Fiscal Year 2018

The Company maintains the Acxiom CorporationNon-Qualified Deferral Plan, or SERP, that includes participation by our NEOs.

Name

  Executive
Contributions in Fiscal
Year 2018		   Registrant
Contributions in Fiscal
Year 2018		   Aggregate Earnings in
Fiscal Year 2018		   Aggregate
Withdrawals/
Distributions		   Aggregate Balance at
3/31/20181		 

Scott E. Howe

   —      —      —      —      —   

Warren C. Jenson

   —      —      —      —     $78,470 

James F. Arra

   —      —      —      —     $309,435 

Richard E. Erwin

   —      —      —      —      —   

Anneka R. Gupta

   —      —      —      —      —   

S. Travis May

   —      —      —      —      —   

1

None of the executives contributed to the plan during fiscal year 2018. Mr. Jenson’s balance was previously reported in the Summary Compensation Table in the years any contributions were made.

Nonqualified Deferral Plan or SERP

The purposeCommittee of Sponsoring Organizations of the SERP is to provide eligible employees with the ability to defer cash compensationTreadway Commission (COSO) in excess of certain limits that apply underInternal Control-Integrated Framework (2013).


Based on management’s assessment and those criteria, the Company’s 401(k) plan and to receive a corresponding matching contribution. Participants may defer up to 90% of theirpre-tax income. Under both the SERP and the 401(k) plan, the Company matches a participant’s combined contributions at a rate of $0.50 on the dollar up to the first 6% of the

43

participant’s compensation. The matching contribution for the employee’s SERP deferrals up to the annual limit established by IRS regulations is made in cash to the employee’s SERP account. For SERP deferrals in excess of annual IRS limits, the matching contribution is provided under theNon-Qualified Matching Contribution Plan and is made in shares of our common stock. In each case, the rate of matching contribution is the same. The matching contribution vests atone-third after one year of employment andone-third each year thereafter until fully vested. Vesting is accelerated in the event of death, disability or retirement.

The investment choices for participant contributions under the SERP are similar to those provided under the 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.

Prior to deferring compensation, participants must elect the time and manner of their account payouts. Benefits are paid as elected by the participant at the time of the deferral in the form a single lump sum payment, equal annual installments over a period of years or an annuity. Under limited circumstances, participants may change the time and manner of their account payouts or receive distributions on account of a financial hardship or other conditions.

Potential Payments Upon Termination or Change in Control

The tables and narrative below reflect the amount of compensation payable to each of the Named Executive Officers in the event of termination of the executive’s employment under the various circumstances described. The amounts shown assumemanagement determined that the terminationCompany’s internal control over financial reporting was effective as of March 31, 2018.2021.

KPMG LLP, the Company’s independent registered public accounting firm, has audited the Company’s internal control over financial reporting, as stated in their report, which is included herein.

Changes in Internal Control Over Financial Reporting

During the three months ended March 31, 2021, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

COVID-19

In response to COVID-19, we have undertaken measures to protect our employees, partners, and clients, including encouraging, and in many cases requiring employees to work remotely due to local government orders. These changes have compelled us to modify some of our control procedures. However, those changes have so far not been material and are only estimatesnot expected to be in future periods.


Item 9B.  Other Information
Not applicable.

37

Part III


Item 10.  Directors, Executive Officers and Corporate Governance
The information concerning our executive officers is contained in Part I of this Annual Report on Form 10-K under the caption “Executive Officers of the amountsRegistrant,” which would be paidis included there pursuant to the Named Executive Officer upon their termination. The actual amountsInstruction 3 to be paid can only be determined at the time of an executive’s actual separation from the Company. Payments or benefits generally available to all employees on similar terms are not described.

Potential Payments Upon Termination

RegardlessItem 401(b) of the manner in which a Named Executive Officer employment terminates, he or she may be entitled to receive amounts earned during his/her term of employment. These amounts include:

SEC’s Regulation S-K.

base salary earned through the date of termination; and

amounts accrued and vested through the Company’s 401(k) plan, SERP or Deferred Plan.

Employment Agreements. Mr. Howe entered into a new employment agreement with the Company effective February 14, 2018 (the “Howe Agreement”), and Mr. Jenson entered into a new employment agreement with the Company effective February 14, 2018 (the “Jenson Agreement” and, together with the Howe Agreement, the“Employment Agreements”).Under the terms of the Employment Agreements, Mr. Howe and Mr. Jenson are entitled to termination payments if either of them is terminated by us without cause or if either of them resigns for good reason. For this purpose “cause” is generally defined to include a willful failure to substantially perform duties following a cure period, intentional misconduct or gross negligence that is materially injurious to the Company, a conviction of a felony or a material breach of the agreement or other policy that remains following a cure period, and “good reason” is generally defined to include a material reduction or change in title, position or responsibilities, a reduction in salary, breach of the agreement by the Company that remains following a cure period, and, in the Jenson Agreement, a material change in his reporting relationship or a requirement for relocation more than 30 miles away. Additionally, the Employment Agreements provide for certain payments in the case ofnon-renewal, change in control, and death and disability.

Severance Policy. On November 9, 2010, the Company adopted the Acxiom Corporation 2010 Executive Severance Policy (the “Severance Policy”), as amended December 18, 2017, which provides certain benefits to all officers of the Company designated as executive officers for purposes of Section 16 of the Securities Exchange Act of 1934, except for those officers with employment agreements in effect, in the event of a without cause termination or following a change in control without termination, a without cause termination or resignation for good reason. For this purpose, “cause” is generally defined to include a willful failure to substantially perform duties following a cure period, willful misconduct, gross negligence that is materially injurious to the Company, a conviction of a felony or fraud crime, or a material breach of the Severance Policy or other policy that remains after a cure period. As of March 31, 2018, Mr. Arra, Mr. Erwin and Ms. Gupta are covered by the terms of the Severance Policy.

44

Change in Control.The Employment Agreements, Severance Policy, SVP Severance Policy, and 2005 Plan provide for certain payments and/or benefits upon the occurrence of a change in control of the Company. The 2005 Plan generally defines a change in control as a transaction, as the Compensation Committee orLiveRamp Board of Directors may determine in their discretion, involving (i)has adopted codes of ethics applicable to our principal executive, financial and accounting officers and all other persons performing similar functions.  Copies of these codes of ethics are posted on LiveRamp’s website at www.liveramp.com under the consummation of a reorganization, merger, consolidation or similar transaction involving the Company (other than such a transaction in which our stockholders immediately prior to the transaction own more than 50%“Corporate Governance” section of the combined voting power entitledsite.  Except as set forth above, the information required by this item is incorporated by reference from the definitive proxy statement to vote in the election of directors of the surviving corporation), (ii) a sale of all or substantially all of the Company’s assets, the liquidation or dissolution of the Company, or (iii) the acquisition of a significant percentage (no less than beneficial ownership of 20%) of the voting power of the Company. The Severance Policy, SVP Severance Policy and Employment Agreements generally provide that a change in control includes (i) an acquisition of any Company securities entitledbe filed within 120 days after March 31, 2021, pursuant to vote generally in the election of directors by a person immediately after which such person has beneficial ownership of 30% or more of the combined voting power of the Company’s then-outstanding voting securities (excluding certain acquisitions that would not trigger a change in control), (ii) individuals who constitute the Board of Directors of the Company cease for any reason to constitute at least a majority of our Board of Directors (with certain exceptions), or (iii) consummation of reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company, or the sale or other disposition of all or substantially all of the Company’s assets, or the acquisition of assets or stock of another corporation, unless immediately following the applicable transaction, (A) thepre-transaction stockholders beneficially own at least 50% of the post-transaction combined voting power in substantially the same proportions as before the transaction, (B) members of thepre-transaction Board of Directors comprise at least a majority of the post-transaction Board of Directors, and (C) no person (with certain exceptions) has beneficial ownership of 30% or more of the combined voting power of the surviving corporation’s then-outstanding voting securities.

However, in 2018, the Company amended the 2005 Plan to remove the Compensation Committee and Board of Director’s discretion in determining whether a change in control has occurred and provided for revised treatment of outstanding equity awardsRegulation 14A under the 2005 Plan upon a change in control. At the same time, the Compensation Committee authorized our management to make conforming amendments to our other equity compensation plans, to ensure that equity awards granted pursuant to such plans were treated consistently among all recipients of such awards. In addition, the Compensation Committee amended the 2005 Plan, Severance Policy and SVP Severance Policy, as well as the outstanding award agreements for PSU awards granted in fiscal 2017 and fiscal 2018 to provide for consistent and coordinated treatment of PSU awardsExchange Act in connection with a change in controlour 2021 annual meeting of stockholders. 



Item 11.  Executive Compensation
The information required by this item is incorporated by reference from the Company. Pursuant to these amendments:

the applicable performance period for such PSU awards will be truncated,

the number of PSUs that become eligible to vest will be determined by the degree of achievement of the applicable performance objectives as of the change in control date, and

the number of PSUs that were determineddefinitive proxy statement to be eligible to vest will be treated as unvested RSUs, and if assumed or substituted for by the acquiring or surviving entity (or an affiliate of such entity), will convert into RSUs of equal value to be settled in cash or shares by the acquiring or surviving entity (as determinedfiled within 120 days after March 31, 2021, pursuant to Regulation 14A under the definitive agreement relating to the change in control). If the executive officer remains employed with the acquiring or surviving entity through the end of the original performance period, the RSUs (i.e., the converted PSU awards) will become fully vested. Further, if within 24 months following a change in control, the executive officer’s employment is terminated without cause, he or she resigns for good reason, or if he or she dies or becomes disabled, the RSUs (i.e., the converted PSU awards), to the extent unvested, will become fully vested. If the RSU awards (i.e., the converted PSU awards) are not appropriately assumed or substituted by the acquiring or surviving entity (or an affiliate of such entity), then such converted RSU awards will fully vest in accordance with the terms of the 2005 Plan.

Moreover, in anticipation of the Potential Sale, in 2018, the Committee clarified its interpretation of change in control as follows: (i) a Potential Sale would constitute a change in control for purposes of the 2005 Plan and awards thereunder; (ii) for employees who, following a Potential Sale remain employed by us, a Potential Sale would not constitute a change in control for purposes of the Employment Agreements, the Severance Policy, or the SVP Severance Policy, except in two limited circumstances which would entitle eligible employees to claim a post-change in control good reason termination, as discussed above in “Modification of Post-Employment

45

Compensation Arrangements”; and (iii) for employees who, following a Potential Sale, “go with” the division sold in a Potential Sale, a Potential Sale would be deemed to constitute a change in control for purposes of the Severance Policy or the SVP Severance Policy, entitling such individuals to the enhanced severance payments and benefits in accordance with the terms of those arrangements.

Terminations Without Cause, Resignation for Good Reason orNon-Renewal of Employment Agreements

Employment Agreements. In the event of a qualifying termination (other thannon-renewal of employment agreement for Mr. Jenson), subject to the Company receiving a general release of claims from him, each of Mr. Howe and Mr. Jenson will be entitled to receive: (i) all base salary and benefits payable through the date of termination, (ii) the amount of any cash bonus related to any fiscal year ending before the date of termination that has been earned but remains unpaid, (iii) a prorated bonus for the fiscal year in which termination occurs, (iv) an amount equal to 200% of base salary, (v) an amount equal to 200% of average annual bonus based on the preceding two years bonus payments prior to the fiscal year in which the termination occurs, (vi) any unpaid benefits to which he is entitled under any plan, policy or program of the Company applicable to him as of the termination according to the terms of the plan, policy or program, and (vii) vesting of a prorated portion of PSUs that are earned but unvested or for which the performance period is ongoing at the time of termination and at least one year of the performance period has elapsed. If the qualifying termination is anon-renewal of his employment agreement, the percentage for Mr. Jenson in (iv) and (v) above will be 100% and all other provisions above will remain the same.

The amounts referred to in clauses (i)-(iv) above are to be paid immediately following a waiting period which is generally 30 days following the termination date but which will be extended to 60 days if the termination isExchange Act in connection with an exit incentive program or other employee termination program offered to a group or classour 2021 annual meeting of employees as defined under the Older Worker Benefit Protection Act (the “Delay Period”). Payment of the prorated fiscal year bonus will occur 90 days after the end of the fiscal year in which the termination occurs. Vesting of PSUs will occur immediately following expiration of the Delay Period for PSUs that are earned but unvested at the time of termination and as soon as administratively practicable following the close of the performance period for PSUs related to performance periods that areon-going at the time of termination and for which at least one year of the performance period has elapsed, based on the Company’s actual performance.

Severance Policy. Under the Severance Policy, if Mr. Arra, Mr. Erwin or Ms. Gupta is involuntarily terminated by the Company without cause other than in connection with a change in control, upon executing a general release of claims against the Company which includeone-yearnon-competition andnon-solicitation restrictions, he or she will receive an amount equal to 100% of base salary, 100% of his or her average annual bonus based on their bonus payment for the preceding two years prior to termination (using target bonus for the portion of time he or she has been employed if less than two years), a prorated bonus based on the actual fiscal year results and a prorated portion of any PSUs (i) that are earned but unvested or (ii) for which the performance period is ongoing at the time of termination and for which at least one year of the performance period has elapsed. The base salary and average annual bonus will be paid on regular paydays during the 12 months following the Delay Period. The prorated bonus will be paid within 90 days after the end of the fiscal year in which the termination occurs or following the Delay Period, whichever is later. Vesting of PSUs will occur within 30 days of the expiration of the Delay Period for PSUs earned but unvested at the time of termination and as soon as administratively practicable following the close of the performance period for PSUs related to performance periods that are ongoing at the time of termination and for which at least one year of the performance period has elapsed, based on actual Company performance.

Retirement or Voluntary Termination

In the event of retirement or voluntary termination, Mr. Howe, Mr. Jenson, Mr. Arra, Mr. Erwin and Ms. Gupta will receive earned but unpaid base compensation through his or her retirement or termination date and any amounts accrued and vested to which he or she is otherwise entitled under a plan, program or policy of the Company.

Death or Disability

In the event of death or disability, in addition to the payment of earned but unpaid base salary and amounts accrued and vested through the Company retirement plans, Mr. Howe, Mr. Jenson, Mr. Arra, Mr. Erwin and Ms. Gupta will receive benefits under the Company’s life insurance plan or disability plan, as applicable. Also, upon death or six months following commencement of long-term disability payments, all unvested RSUs and stock

46

stockholders.


38

options will vest. In addition, all PSUs related to a completed performance period will vest based on actual Company attainment of the specified performance targets and apro-rated portion of PSUs related to an uncompleted performance period will vest, provided that at least one year of the performance period has elapsed, with payment based on actual performance at the end of the performance period.

Employment Agreements. The Employment Agreements provide that in the event of termination as a result of death or disability, each of Mr. Howe and Mr. Jenson or their respective estates would be entitled to receive: (i) all base salary and benefits payable through the date of termination, (ii) any unpaid benefits to which he is entitled under any plan, policy or program of the Company applicable to him as of the date of termination according to the terms of the plan, policy or program, (iii) the amount of any cash bonus related to any fiscal year ending before the date of termination that has been earned but remains unpaid, and (iv) the amount of any target cash bonus for the fiscal year in which the date of termination occurs, prorated based on the portion of the applicable year he worked for the Company before the date of termination. The amounts in (i)-(iii) would be paid at the time it would otherwise have been paid had he remained employed. The amount in (iv) would be paid within 60 days of the date of termination.

Potential Payments Upon Change in Control

Employment Agreements. Under the terms of the Employment Agreements, Mr. Howe and Mr. Jenson are eligible to receive change in control payments if they are terminated from employment by the Company without cause within 24 months following a change in control, or if they resign for good reason within 24 months following a change in control. The amount payable in the event of a qualifying termination, subject to the Company receiving a general release of claims, is (i) all earned base salary and benefits payable through the date of termination, (ii) the amount of any cash bonus related to any fiscal year ending before the date of termination that has been earned but remains unpaid, (iii) an amount equal to 300% of the current base salary under the Howe Agreement and 200% of the current base salary under the Jenson Agreement, (iv) an amount equal to 300% of average annual bonus based on the preceding two years bonus payments prior to the fiscal year in which the termination occurs under the Howe Agreement, and an amount of 200% of average annual bonus based on the preceding two years bonus payments prior to the fiscal year in which the termination occurs under the Jenson Agreement, (v) prorated bonus for the fiscal year in which the termination occurs based on actual fiscal year results and (vi) any other unpaid benefits to which they are entitled under any plan, policy or program of the Company. In addition, all equity awards (other than PSUs) which are outstanding but unvested would vest. Payments under clauses (i)-(iv) would be made in a lump sum immediately following the Delay Period.

For PSU awards, unless provided otherwise in the applicable grant documents, upon the consummation of a Change in Control, the applicable performance period will be truncated, and a number of PSUs will become eligible to vest based on the degree of achievement of the applicable performance objectives as of the Change in Control Date. The number of PSUs that were determined to be eligible to vest will be treated as unvested RSUs, and if assumed or substituted for by the acquiring or surviving entity in accordance with the terms of the definitive agreements relating to the Change in Control will convert into RSUs (or other compensatory arrangements) of equal value to be settled in cash or shares by the acquiring or surviving entity (or an affiliate of such entity), as applicable. In the event Mr. Howe or Mr. Jenson, as applicable, remains employed with the acquiring or surviving entity (or an affiliate of such entity), through the end of the original performance period, the RSUs (i.e., the converted PSUs) will become fully vested and will be settled within 30 days of the performance period end date. If the RSU awards (i.e., the converted PSU awards) are not appropriately assumed or substituted by the acquiring or surviving entity (or an affiliate thereof), then such RSU awards will fully vest in accordance with the terms of the 2005 Plan.

In the event that Mr. Howe or Mr. Jenson is terminated without cause or resigns for good reason following the public announcement of a Board-approved agreement to effect a change in control but prior to the consummation of the change in control, upon the consummation of the change in control Mr. Howe or Mr. Jenson would receive, in addition to any amounts they received for a without-cause or good-reason termination: (i) an amount equal to the value of all unvested equity that was forfeited upon termination, except PSUs, that would have vested on or prior to a termination without cause or for good reason following a change in control had he remained employed until the change in control using the value of the Company’s common stock implied by the change in control price of the stock, and (ii) an amount equal to the difference between what was actually paid with respect to PSUs and that which would have been paid had he remained employed through the date of the change in control. Additionally, Mr. Howe shall be entitled to a payment equal to 100% of his then current base salary and 100% of his average annual bonus for thetwo-year preceding the fiscal year in which the termination occurred. These payments shall be made on the later of the expiration of the Delay Period applicable to the actual termination or contemporaneously with the change in control (or within 10 days thereafter).

47

Severance Policy. Under the Severance Policy, benefits are due if Mr. Arra, Mr. Erwin or Ms. Gupta is terminated by the Company without cause or resigns for good reason (which includes a resignation following a demotion, reduction in salary, relocation, or material reduction in responsibilities, authority or duties, as set forth in the Severance Policy) within atwo-year period following a change in control. Upon execution of a general release of claims against the Company which includesone-yearnon-competition andnon-solicitation restrictions, benefits paid would include: (i) 150% of the base salary (ii) 150% of the average annual bonus for the two years preceding the fiscal year in which the termination occurs, (iii) a prorated bonus based on the actual fiscal year results for the fiscal year in which the termination occurs and (iv) vesting of all equity award except for PSUs. Benefits under clauses (i) and (ii) and would be paid in a lump sum on the next regular payroll cycle following the expiration of the Delay Period; benefits under clause (iii) would be paid within 90 days after the end of the fiscal year in which the termination occurs, and benefits under clause (iv) would be processed within 30 days of the expiration of the Delay Period. Regardless of whether Mr. Arra, Mr. Erwin or Ms. Gupta is terminated, at the time of a change in control, the applicable performance period for PSUs will be truncated and that number of PSUs as determined by the degree of achievement of the performance objectives as of that time will become eligible to vest as of the date of the change in control and will be treated as unvested RSUs and if assumed or substituted for by the acquiring or surviving entity will convert into RSUs of equal value to be settled in cash or shares by the acquiring or surviving entity. If the executive officer remains employed with the acquiring or surviving entity through the end of the applicable performance period, the PSU awards will become fully vested. Further, if within 24 months following a change in control, the executive officer’s employment is terminated without cause, he or she resigns for good reason, or he or she dies or becomes disabled, the PSU awards, to the extent unvested, will become fully vested.

Consulting Agreement for Mr. May. Mr. May resigned from employment with Acxiom as of April 15, 2018. On April 16, 2018, the Company and Mr. May entered into a consulting agreement with the Company pursuant to which he will continue to work with the Company through October 31, 2018 for a consulting fee of $2,500 per month. As part of the agreement, Mr. May agreed to certain covenants and agreed to release and indemnify the Company from any claims. In connection with his resignation, Mr. May received his 2018 annual cash incentive payment under the Fiscal 2018 CIP and the payout of the 2016 PSU awards as detailed in Section 4 of the Compensation Discussion and Analysis above. Mr. May’s unvested Acxiom equity awards will continue to vest in accordance with the terms applicable to such awards through October 31, 2018. The Company’s SVP Severance Policy no longer applies to Mr. May. For purposes of any potential sale of Acxiom Marketing Solutions, his equity awards would be deemed to be assumed and continued by the Company, including a potential truncation of the performance period and conversion of the PSU awards into RSUs as described above, subject to any lapse of the awards. See the “Outstanding Equity Awards Table” for more information on those awards.

Scott E. Howe

The following table shows the potential payments upon a hypothetical termination or change in control of the Company effective March 31, 2018 for Scott E. Howe, our Chief Executive Officer & President.

Type of

Payment

  Voluntary
Termination
or Retirement		   Termination
without
Cause or
Resignation
for Good
Reason other
than a
Change in
Control		  Termination
for Cause		   Non-Renewal
by the
Company		  Change in
Control with
no
Termination		  Termination
without
Cause or
Resignation
for Good
Reason
following a
Change in
Control1		  Death or
Disability		 

Severance

   –     $3,259,7502    –     $3,259,7502    –    $4,889,6253    –   

Cash Incentive Plan

   –     $597,0004    –     $597,0004    –    $597,0004   $597,0005  

SERP or Deferred Plan

   –      –     –      –     –     –     –   

Stock Options

   –      –     –      –     –  6   $515,8737   $515,87311  

Restricted Stock Units

   –      –     –      –     –  6   $3,595,0167   $3,595,01611  

Performance Stock Units

   –     $2,238,426   –     $2,238,4268   $2,238,4269   $3,617,45310   $2,238,42612  

Total

   –     $6,095,176   –     $6,095,176  $2,238,426  $13,214,96713   $6,946,31514  

1

Under his employment agreement, in the event his employment is terminated by the Company without cause or he resigns for good reason following the public announcement of a Board-approved agreement to effect a change in control but prior to the consummation of the change in control, in addition to any amounts received for a without-cause or good-reason termination he would receive a supplemental payment equal to the value of what he would have received had he remained employed through the date of the change in control, payable upon the consummation of the change in control. In addition, Mr. Howe would be entitled to a payment equal to 100% of his then current base salary and average annual bonus for the preceding two years.

48

2

Represents: 200% of i) base salary; and ii) average annual bonus for preceding two fiscal years.

3

Represents: 300% of i) base salary; and ii) average annual bonus for preceding two fiscal years.

4

Represents fiscal 2018 actual bonus.

5

In the event of his death or disability, Mr. Howe’s employment agreement specifies that he or his survivors will receive payment of any earned but unpaid bonus. This represents fiscal 2018 bonus.

6

The Company’s equity plans permit, but do not require, accelerated vesting of certain equity awards in the event of a change in control, as determined in the discretion of the Board of Directors. The amount assumes that no such acceleration will occur.

7

If Mr. Howe’s employment is terminated within24-months following a change in control by us without cause or by Mr. Howe for good reason, vesting of any unvested stock options or RSUs will be accelerated. The stock option value was determined by subtracting the strike price from the closing stock price of our common stock on March 29, 2018 ($22.71) and multiplying this difference by the number of unvested options. The RSU value was determined by multiplying the number of unvested RSUs by the closing price of our common stock on March 29, 2018 ($22.71).

8

If Mr. Howe’s employment is terminated without cause or he resigns for good reason or his contract is not renewed by the Company, his employment agreement provides for prorated vesting of certain PSUs. The PSUs’ value was determined by multiplying the closing price of our common stock on March 29, 2018 ($22.71) by the number of PSUs based on the years elapsed in the performance period that were estimated to be earned as of March 31, 2018, including, (i) 100% of fiscal 2016 awards at 200% of target;(ii) two-thirds of fiscal 2017 awards at 100% of target and(iii) one-third of fiscal 2018 awards at 100% of target. Note, however, that these amounts may differ based on actual performance.

9

The PSUs provide that on a change in control, the performance period will be truncated and the number of PSUs that are eligible to vest will be determined based on the degree of achievement of performance objectives applicable to such PSUs as of the change in control date. The number of PSUs that are eligible to vest will be treated as unvested RSUs, and if appropriately assumed or substituted by an acquirer or successor entity (or an affiliate of such entity), will convert into RSUs (or other compensatory arrangements) to be settled in cash or shares by the acquirer or successor entity (or an affiliate of such entity). In the event Mr. Howe remains employed with the acquirer through the end of the original performance period, the assumed RSUs (i.e., the converted PSUs) will become fully vested and will be settled within 30 days of the performance period end date. These RSUs (i.e., the converted PSUs) would also vest on Mr. Howe’s death, permanent and total disability or involuntary termination without cause or resignation by Mr. Howe for good reason. The amount shown above does not include any value in respect of the RSUs that would still be held by Mr. Howe.

10

Please see Note 9. The performance units’ value was determined based on actual performance through March 31, 2018, including, (i) 100% of fiscal 2016 awards at 200% of target, (ii) 100% of fiscal 2017 awards at 100% of target and (iii) 100% of fiscal 2018 awards at 100% of target. The performance units’ value was determined by multiplying such vested units by the closing price of our common stock on March 29, 2018 ($22.71).

11

Six months after long-term disability payments commence all earned but unvested stock options and RSUs vest. Upon death, any earned but unvested stock options and RSUs immediately vest. The stock option value was determined by subtracting the strike price from the closing price of our common stock on March 29, 2018 and multiplying this difference by the number of unvested options. The RSU value was determined by multiplying the number of unvested RSUs by the closing price of our common stock on March 29, 2018.

12

In the case of death or disability, apro-rated portion of his PSUs will vest, provided that at least one year of the performance period has elapsed, with payment based on actual performance at end of performance period. The amount shown is calculated the same as in Note 8. However, this amount would not be payable until completion of the performance period and would be decreased if the Company achieved less than 100% attainment of the objectives.

13

Under his employment agreement, if his total payments or benefits constitute “parachute payments” under section 280G of the Internal Revenue Code that would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, then the payments or benefits will be reduced to the greater of: (i) the largest portion of the payment or benefit that would not result in him being subject to the excise tax; or (ii) the entire payment or benefit less all applicable taxes computed at the highest marginal rate.

14

In the event of death or disability, in addition to the payment earned but unpaid base salary and amounts accrued and vested through the Company retirement plans, he would receive benefits under the Company’s life insurance plan or disability plan, as applicable.

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Warren C. Jenson

The following table shows the potential payments under a hypothetical termination or a change in control of the Company as of March 31, 2018 for Warren C. Jenson, our Chief Financial Officer & Executive Vice President/President, International.

Type of

Payment

  Voluntary
Termination
or Retirement		   Termination
without
Cause or
Resignation
for Good
Reason other
than a
Change in
Control		  Termination
for Cause		   Non-
Renewal by
the
Company		  Change in
Control with
no
Termination		  Termination
without Cause
or Resignation
for Good
Reason
following a
Change in
Control1		  Death or
Disability		 

Severance

   –     $2,568,0002    –     $1,284,0003    –    $3,852,0002    –   

Cash Incentive Plan

   –     $433,3504    –     $433,3504    –    $433,3504   $433,3505  

SERP or Deferred Plan

   –      –     –      –     –     –     –   

Stock Options

   –      –     –      –     –  6   $211,4417   $211,44111  

Restricted Stock Units

   –      –     –      –     –  6   $2,045,8537   $2,045,85311  

Performance Stock Units

   –     $784,0938    –     $784,0938   $784,0939   $1,265,31810   $784,09312  

Total

   –     $3,785,443   –     $2,501,443  $784,09313   $7,807,96213   $3,474,73714  

1

Under his employment agreement, in the event his employment is terminated by the Company without cause or he resigns for good reason following the public announcement of a Board-approved agreement to effect a change in control but prior to the consummation of the change in control, in addition to any amounts received for a without-cause or good-reason termination he would receive a supplemental payment equal to the value of what he would have received had he remained employed through the date of the change in control, payable upon the consummation of the change in control.

2

Represents: 200% of i) base salary; and ii) average annual bonus for preceding two fiscal years.

3

Represents: 100% of i) base salary; and ii) average annual bonus for preceding two fiscal years.

4

Represents fiscal 2018 actual bonus.

5

In the event of his death or disability, the terms of Mr. Jenson’s employment agreement specify he or his survivors will receive payment of any earned but unpaid bonus.

6

The Company’s equity plans permit, but do not require, accelerated vesting of certain equity awards in the event of a change in control, as determined in the discretion of the Board of Directors. The amount assumes that no such acceleration will occur

7

If his employment is terminated within24-months following a change in control by us without cause or by Mr. Jenson for good reason, vesting of any unvested stock options or RSUs will be accelerated. The stock option value was determined by subtracting the strike price from the closing stock price of our common stock on March 29, 2018 ($22.71) and multiplying this difference by the number of unvested options. The RSU value was determined by multiplying the number of unvested RSUs by the closing price of our common stock on March 29, 2018.

8

If Mr. Jenson’s employment is terminated without cause or he resigns for good reason or his contract is not renewed by the Company, his employment agreement provides for prorated vesting of certain PSUs. The PSUs’ value was determined by multiplying the closing price of our common stock on March 29, 2018 ($22.71) by the number of PSUs based on the years elapsed in the performance period that were estimated to be earned as of March 31, 2018, including, (i) 100% of fiscal 2016 awards at 200% of target;(ii) two-thirds of fiscal 2017 awards at 100% of target and(ii) one-third of fiscal 2018 awards at 100% of target. For Mr. Jenson’s 2015 PRSU award, the amount includes the 45,364 shares actually earned. Note, however, that these amounts may differ based on actual performance.

9

The PSUs provide that on a change in control, the performance period will be truncated and the number of PSUs that are eligible to vest will be determined based on the degree of achievement of performance objectives applicable to such PSUs as of the change in control date. The number of PSUs that are eligible to vest will be treated as unvested RSUs, and if appropriately assumed or substituted by an acquirer or successor entity (or an affiliate of such entity), will convert into RSUs (or other compensatory arrangements) to be settled in cash or shares by the acquirer or successor entity (or an affiliate of such entity). In the event Mr. Jenson remains employed with the acquirer through the end of the original performance period, the assumed RSUs (i.e., the converted PSUs) will become fully vested and will be settled within 30 days of the performance period end date. These RSUs (i.e., the converted PSUs) would also vest on Mr. Jenson’s death, permanent and total disability or involuntary termination without cause or resignation by Mr. Jenson for good reason. The amount shown above does not include any value in respect of the RSUs that would still be held by Mr. Jenson.

50

10

Please see Note 9. The performance units’ value was determined based on actual performance through March 31, 2018, including, (i) 100% of fiscal 2016 awards at 200% of target, (ii) 100% of fiscal 2017 awards at 100% of target and (iii) 100% of fiscal 2018 awards at 100% of target. For Mr. Jenson’s 2015 PRSU award, the amount includes the 45,364 shares actually earned. The performance units’ value was determined by multiplying such vested units by the closing price of our common stock on March 29, 2018 ($22.71).

11

Six months after long-term disability payments commence all earned but unvested equity vests. Upon death, any earned but unvested equity immediately vests. The stock option value was determined by subtracting the strike price from the closing price of our common stock on March 29, 2018 and multiplying this difference by the number of unvested options. The RSU value was determined by multiplying the number of unvested RSUs by the closing price of our common stock on March 29, 2018.

12

In the case of death or disability, apro-rated portion of his performance units will vest, provided that at least one year of the performance period has elapsed, with payment based on actual performance at end of performance period. The amount shown is calculated the same as in Note 8. However, this amount would not be payable until completion of the performance period and would be decreased if the Company achieved less than 100% attainment of the objectives.

13

Under his employment agreement, if his total payments or benefits constitute “parachute payments” under section 280G of the Code that would be subject to the excise tax imposed by Section 4999 of the Code, then the payments or benefits will be reduced to the greater of: (i) the largest portion of the payment or benefit that would not result in him being subject to the excise tax; or (ii) the entire payment or benefit less all applicable taxes computed at the highest marginal rate.

14

In the event of death or disability, in addition to the payment of earned but unpaid base salary and amounts accrued and vested through the Company retirement plans, he would receive benefits under the Company’s life insurance plan or disability plan, as applicable.

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James F. Arra

The following table shows the potential payments under a hypothetical termination or a change in control of the Company as of March 31, 2018 for James F. Arra,Co-President & General Manager, Connectivity.

Type of

Payment

  Voluntary
Termination
or
Retirement		   Termination
without
Cause or
Resignation
for Good
Reason
other than a
Change in
Control		  Termination
for Cause		   Change in
Control with
no
Termination		  Termination
without Cause or
Resignation for
Good Reason
following a
Change in
Control		  Death or
Disability		 

Severance

   —     $806,7761    —      —    $1,210,1652    —   

Cash Incentive Plan

   —     $37,8003    —      —    $37,8003    —   

SERP or Deferred Plan

   —      —     —      —     —     —   

Stock Options

   —      —     —      —  4   $62,3715   $62,3716  

Restricted Stock Units

   —      —     —      —  4   $2,387,3215   $2,387,3216  

Performance Stock Units

   —     $129,4927    —     $129,4928   $194,2399   $129,49210  

Total

   —     $974,069   —     $129,49211   $3,891,89511   $2,579,18412  

1

Represents: 100% of i) of base salary; and ii) average annual bonus for preceding two fiscal years.

2

Represents: 150% of i) of base salary; and ii) average annual bonus for preceding two fiscal years.

3

Represents fiscal year 2018 actual bonus.

4

The Company’s equity plans permit, but do not require, accelerated vesting of certain equity awards in the event of a change in control, as determined in the discretion of the Board of Directors. The amount assumes that no such acceleration will occur.

5

Represents accelerated vesting of all Mr. Arra’s unvested stock options and RSUs. The stock option value was determined by subtracting the strike price from the closing price of our common stock on March 29, 2018 and multiplying this difference by the number of unvested options. The RSU value was determined by multiplying the number of unvested RSUs by the closing price of our common stock on March 29, 2018.

6

Six months after long-term disability payments commence all earned but unvested stock options and RSUs vest. Upon death, any earned but unvested stock options and RSUs immediately vest. The stock option value was determined by subtracting the strike price from the closing price of our common stock on March 29, 2018 and multiplying this difference by the number of unvested options. The RSU value was determined by multiplying the number of unvested RSUs by the closing price of our common stock on March 29, 2018.

7

Represents accelerated vesting of: (i) PSUs earned during a completed performance period and (ii) PSUs for performance periods that are ongoing as of the termination date and for which at least one year of the performance period has elapsed as of the termination date, prorated based on the number of calendar months that elapsed between the beginning of the performance period and the termination date. The PSUs’ value was determined by multiplying the closing price of our common stock on March 29, 2018 ($22.17) by the number of PSUs based on the calendar months elapsed in the performance period that were estimated to be earned as of March 29, 2018, including(i) one-third of fiscal 2018 awards at target. Note, however, that these amounts may differ based on actual performance.

8

Upon consummation of a change of control, the applicable performance period will be truncated, and a number of PSUs will become eligible to vest based on the degree of achievement of performance objectives as of the change in control date. Such eligible PSUs will be treated as unvested RSUs, and if appropriately assumed or substituted by the acquirer will convert into RSUs (or other arrangements) to be settled in cash or shares by the acquirer. In the event he remains employed with the acquirer through the end of the performance period, the RSUs (i.e., the converted PSUs) will become fully vested and will be settled within 30 days of the performance period end date. They would also vest on death, permanent and total disability or involuntary termination without cause or resignation for good reason within 24 months following a change in control. The amount shown above does not include any value in respect of the RSUs that would still be held.

9

The PSUs’ value was determined as described in notes 7 and 8, except that the amount also includes the full value of 2017 awards at 100% of target, reflecting the vesting of the RSU awards referred to in note 8.

10

In the case of death or disability, apro-rated portion of his performance units will vest, provided that at least one year of the performance period has elapsed, with payment based on actual performance at end of performance period. The amount shown is calculated the same as in Note 7. However, this amount would not be payable until completion of the performance period and would be decreased if the Company achieved less than 100% attainment of the objectives.

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11

If the total payment to Mr. Arra under the Severance Policy constitutes a “parachute payment” under section 280G of the Code that would be subject to the excise tax imposed by Section 4999 of the Code, then the payment will be reduced to the greater of: (i) the largest portion of the termination payment that would not result in a portion of the payment being subject to the excise tax; or (ii) the entire payment less all applicable taxes computed at the highest marginal rate.

12

In the event of death or disability, in addition to the payment of earned but unpaid base salary and amounts accrued and vested through the Company retirement plans, he would receive benefits under the Company’s life insurance plan or disability plan, as applicable.

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Richard E. Erwin

The following table shows the potential payments under a hypothetical termination or a change in control of the Company as of March 31, 2018 for Richard E. Erwin, President & General Manager, Audience Solutions.

Type of Payment

  Voluntary
Termination
or
Retirement		   Termination
without
Cause or
Resignation
for Good
Reason
other than a
Change in
Control		  Termination
for Cause		   Change in
Control
with no
Termination		  Termination
without
Cause or
Resignation
for Good
Reason
following a
Change in
Control		  Death or
Disability		 

Severance

   —     $817,5001    —      —    $1,226,2502    —   

Cash Incentive Plan

   —     $226,2003    —      —    $226,2003    —   

SERP or Deferred Plan

   —      —     —      —     —     —   

Stock Options

   —      —     —      —  4   $38,5695   $38,5696  

Restricted Stock Units

   —      —     —      —  4   $702,7845   $702,7846  

Performance Stock Units

   —     $352,6947    —     $352,6948   $1,653,6299   $352,69410  

Total

   —     $1,396,394   —     $352,69411   $3,847,43211   $1,094,04712  

1

Represents: 100% of i) of base salary; and ii) average annual bonus for preceding two fiscal years.

2

Represents: 150% of i) of base salary; and ii) average annual bonus for preceding two fiscal years.

3

Represents fiscal year 2018 actual bonus.

4

The Company’s equity plans permit, but do not require, accelerated vesting of certain equity awards in the event of a change in control, as determined in the discretion of the Board of Directors. The amount assumes that no such acceleration will occur.

5

Represents accelerated vesting of all Mr. Erwin’s unvested stock options and RSUs. The stock option value was determined by subtracting the strike price from the closing price of our common stock on March 29, 2018 and multiplying this difference by the number of unvested options. The RSU value was determined by multiplying the number of unvested RSUs by the closing price of our common stock on March 29, 2018.

6

Six months after long-term disability payments commence all earned but unvested stock options and RSUs vest. Upon death, any earned but unvested stock options and RSUs immediately vest. The stock option value was determined by subtracting the strike price from the closing price of our common stock on March 29, 2018 and multiplying this difference by the number of unvested options. The RSU value was determined by multiplying the number of unvested RSUs by the closing price of our common stock on March 29, 2018.

7

Represents accelerated vesting of: (i) PSUs earned during a completed performance period and (ii) PSUs for performance periods that are ongoing as of the termination date and for which at least one year of the performance period has elapsed as of the termination date, prorated based on the number of calendar months that elapsed between the beginning of the performance period and the termination date. The PSUs’ value was determined by multiplying the closing price of our common stock on March 29, 2018 ($22.17) by the number of PSUs based on the years elapsed in the performance period that were estimated to be earned as of March 31, 2018, including (i) the full amount of fiscal 2016 awards earned at 200% of target,(ii) two-thirds of fiscal 2017 awards at 100% of target and(iii) one-third of fiscal 2018 awards at target. For Mr. Erwin’s 2016 inducement PSU award, the amount includes the 20,965 shares actually earned. Note, however, that these amounts would be decreased if the Company achieved less than the attainment stated above.

8

Upon consummation of a change of control, the applicable performance period will be truncated, and a number of PSUs will become eligible to vest based on the degree of achievement of performance objectives as of the change in control date. Such eligible PSUs will be treated as unvested RSUs, and if appropriately assumed or substituted by the acquirer will convert into RSUs (or other arrangements) to be settled in cash or shares by the acquirer. In the event he remains employed with the acquirer through the end of the performance period, the RSUs (i.e., the converted PSUs) will become fully vested and will be settled within 30 days of the performance period end date. They would also vest on death, permanent and total disability or involuntary termination without cause or resignation for good reason within 24 months following a change in control. The amount shown above does not include any value in respect of the RSUs that would still be held.

9

Please see Note 8. The performance units’ value was determined based on actual performance through March 31, 2018, including, (i) 100% of fiscal 2016 awards at 200% of target, (ii) 100% of fiscal 2017 awards at 100% of target and (iii) 100% of fiscal 2018 awards at 100% of target. For Mr. Erwin’s 2016 Inducement PSU award, the amount includes the 20,965 shares actually earned. The performance units’ value was determined by multiplying such vested units by the closing price of our common stock on March 29, 2018 ($22.71).

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10

In the case of death or disability, apro-rated portion of his performance units will vest, provided that at least one year of the performance period has elapsed, with payment based on actual performance at end of performance period. The amount shown is calculated the same as in Note 7. However, this amount would not be payable until completion of the performance period and would be decreased if the Company achieved less than 100% attainment of the objectives.

11

If the total payment to Mr. Erwin under the Severance Policy constitutes a “parachute payment” under section 280G of the Code that would be subject to the excise tax imposed by Section 4999 of the Code, then the payment will be reduced to the greater of: (i) the largest portion of the termination payment that would not result in a portion of the payment being subject to the excise tax; or (ii) the entire payment less all applicable taxes computed at the highest marginal rate.

12

In the event of death or disability, in addition to the payment of earned but unpaid base salary and amounts accrued and vested through the Company retirement plans, he would receive benefits under the Company’s life insurance plan or disability plan, as applicable.

55

Anneka R. Gupta

The following table shows the potential payments under a hypothetical termination or a change in control of the Company as of March 31, 2018 for Anneka R. Gupta,Co-President & General Manager, Connectivity.

Type of Payment

  Voluntary
Termination
or
Retirement		   Termination
without
Cause or
Resignation
for Good
Reason
other than a
Change in
Control		  Termination
for Cause		   Change in
Control
with no
Termination		  Termination
without
Cause or
Resignation
for Good
Reason
following a
Change in
Control		  Death or
Disability		 

Severance

   —     $504,8731    —      —    $757,3102    —   

Cash Incentive Plan

   —     $122,8503    —      —    $122,8503    —   

SERP or Deferred Plan

   —      —     —      —     —     —   

Stock Options

   —      —     —      —  4   $62,3715   $62,3716  

Restricted Stock Units

   —      —     —      —  4   $2,382,2115   $2,382,2116  

Performance Stock Units

   —     $129,4927    —     $129,4928   $194,2399   $129,49210  

Total

   —     $757,215   —     $129,49211   $3,518,98011   $2,574,07412  

1

Represents: 100% of i) of base salary; and ii) average annual bonus for preceding two fiscal years.

2

Represents: 150% of i) of base salary; and ii) average annual bonus for preceding two fiscal years.

3

Represents fiscal year 2018 actual bonus.

4

The Company’s equity plans permit, but do not require, accelerated vesting of certain equity awards in the event of a change in control, as determined in the discretion of the Board of Directors. The amount assumes that no such acceleration will occur.

5

Represents accelerated vesting of all Ms. Gupta’s unvested stock options and RSUs. The stock option value was determined by subtracting the strike price from the closing price of our common stock on March 29, 2018 and multiplying this difference by the number of unvested options. The RSU value was determined by multiplying the number of unvested RSUs by the closing price of our common stock on March 29, 2018.

6

Six months after long-term disability payments commence all earned but unvested stock options and RSUs vest. Upon death, any earned but unvested stock options and RSUs immediately vest. The stock option value was determined by subtracting the strike price from the closing price of our common stock on March 29, 2018 and multiplying this difference by the number of unvested options. The RSU value was determined by multiplying the number of unvested RSUs by the closing price of our common stock on March 29, 2018.

7

Represents accelerated vesting of: (i) PSUs earned during a completed performance period and (ii) PSUs for performance periods that are ongoing as of the termination date and for which at least one year of the performance period has elapsed as of the termination date, prorated based on the number of calendar months that elapsed between the beginning of the performance period and the termination date. The PSUs’ value was determined by multiplying the closing price of our common stock on March 29, 2018 ($22.17) by the number of PSUs based on the calendar months elapsed in the performance period that were estimated to be earned as of March 29, 2018, including(i) one-third of fiscal 2018 awards at target. Note, however, that these amounts may differ based on actual performance.

8

Upon consummation of a change of control, the applicable performance period will be truncated, and a number of PSUs will become eligible to vest based on the degree of achievement of performance objectives as of the change in control date. Such eligible PSUs will be treated as unvested RSUs, and if appropriately assumed or substituted by the acquirer will convert into RSUs (or other arrangements) to be settled in cash or shares by the acquirer. In the event he remains employed with the acquirer through the end of the performance period, the RSUs (i.e., the converted PSUs) will become fully vested and will be settled within 30 days of the performance period end date. They would also vest on death, permanent and total disability or involuntary termination without cause or resignation for good reason within 24 months following a change in control. The amount shown above does not include any value in respect of the RSUs that would still be held.

9

The PSUs’ value was determined as described in notes 7 and 8, except that the amount also includes the full value of 2017 awards at 100% of target, reflecting the vesting of the RSU awards referred to in note 8.

10

In the case of death or disability, apro-rated portion of his performance units will vest, provided that at least one year of the performance period has elapsed, with payment based on actual performance at end of performance period. The amount shown is calculated the same as in Note 7. However, this amount would not be payable until completion of the performance period and would be decreased if the Company achieved less than 100% attainment of the objectives.

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11

If the total payment to Ms. Gupta under the Severance Policy constitutes a “parachute payment” under section 280G of the Code that would be subject to the excise tax imposed by Section 4999 of the Code, then the payment will be reduced to the greater of: (i) the largest portion of the termination payment that would not result in a portion of the payment being subject to the excise tax; or (ii) the entire payment less all applicable taxes computed at the highest marginal rate.

12

In the event of death or disability, in addition to the payment of earned but unpaid base salary and amounts accrued and vested through the Company retirement plans, he would receive benefits under the Company’s life insurance plan or disability plan, as applicable.

57

CEO Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of RegulationS-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our Chief Executive Officer:

For fiscal 2018:

the median of the annual total compensation of all employees of our company (other than our CEO) was $92,118;


the annual total compensation of our CEO was $5,390,797; and


the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was 59 to 1. This ratio is a reasonable estimate calculated in a manner consistent with SEC rules.

We identified the employee with compensation at the median of the annual total compensation of all employees using the following methodology:

1

In determining our employee population, we considered the individuals, excluding our CEO, who were employed by us and our consolidated subsidiaries on March 31, 2018, whether employed on a full-time, part-time, seasonal or temporary basis (which consisted of approximately 3,338 individuals on that date). We did not include any contractors or othernon-employee workers in our employee population.

2

As permitted by SEC rules, to identify our median employee, we selected “base pay,” which we calculated as annual base pay using a reasonable estimate of the hours worked during fiscal 2018 for hourly employees and using annual salary levels for our remaining employees for the12-month period from April 1, 2017 through March 31, 2018.

3

For this analysis, we annualized base pay for any employees who commenced work during fiscal 2018 and converted our international associates’ base pay to U.S. dollars using a standard conversion rate.

4

Using this approach, we identified the individual at the median of our employee population who was based in the United States. We then calculated the annual total compensation for this individual using the same methodology we use to calculate the amount reported for our CEO in the “Total” column of the Summary Compensation Table as set forth herein, which was $92,118.

5

As disclosed in the Summary Compensation Table, the annual total compensation for our CEO was $5,390,797.

Because SEC rules for identifying the median of the annual total compensation of all employees allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their employee population and compensation practices, the pay ratio reported by other companies may not be comparable to our pay ratio, as other companies have different employee populations and compensation practices and may have used different methodologies, exclusions, estimates and assumptions in calculating their pay ratios. As explained by the SEC when it adopted these rules, the rule was not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather to allow stockholders to better understand and assess each particular company’s compensation practices and pay ratio disclosures.

Non-Employee Director Compensation

The Governance/Nominating Committee of the Board of Directors reviews and makes a recommendation to the full Board regarding the compensation to be paid to thenon-employee directors each year. In the past fiscal year, the base annual retainer for eachnon-employee director, except for theNon-Executive Chairman of the Board, was $188,000, of which $128,000 was payable in Company common stock and $60,000 was payable in stock or cash at the election of each director. The base annual retainer for theNon-Executive Chairman of the Board during the past fiscal year was $300,000, of which $210,000 was payable in Company common stock and

58

$90,000 was payable in stock or cash at the Chairman’s election. An additional $10,000 per committee was payable to eachnon-employee director for his or her service on the Audit/Finance, Compensation and Governance/Nominating Committees, payable in stock or cash at the election of each director. No additional compensation is paid for service on the Executive Committee. The chairs of the Audit/Finance, Compensation and Governance/Nominating Committees were paid an additional $25,000, $25,000, and $15,000, respectively, as compensation for their additional responsibilities as chairs, payable in stock or cash at each chair’s election.

Director fees are paid on a quarterly basis. The Company reimburses its outside directors for travel and other expenses directly incurred by them in connection with their service to the Company. In 2008, the Board adopted the Acxiom Corporation Directors’ Deferred Compensation Plan under which equity (but not cash) fees may be deferred.

The following table shows the compensation awarded in fiscal year 2018 to the Company’snon-employee directors:

Name

  Fees Earned
or Paid in Cash
($)		   Stock
Awards
($)		   Total
($)		 

John L. Battelle

   60,000    138,000    198,000 

Timothy R. Cadogan

   70,000    128,000    198,000 

William T. Dillard II

   0    198,000    198,000 

Richard P. Fox

   47,500    175,000    223,000 

Jerry D. Gramaglia

   100,000    210,000    310,000 

William J. Henderson

   105,000    128,000    233,000 

Clark M. Kokich

   42,500    170,500    213,000 

Debora B. Tomlin

   70,000    128,000    198,000 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

For

Securities Authorized for Issuance Under Equity Compensation Plans
The following table contains information relatingabout our common stock that may be issued under our existing equity compensation plans as of March 31, 2021:

Equity Compensation Plan Information
Plan categoryNumber of securities to be issued upon exercise of outstanding options, warrants, and rights
Weighted-average exercise price of outstanding options, warrants, and rights 2
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
(a)(b)(c)
Equity compensation plans approved by shareholders4,064,061 1$17.31 5,568,915 3
Equity compensation plans not approved by shareholders— — 41,983 4
Total4,064,061 $17.31 5,610,898 

1.This amount does not include the number of securities to securities authorized for issuancebe issued upon exercise of outstanding options, warrants, and rights under equity compensation plans please seeLiveRamp assumed in acquisitions (104,096 shares at a weighted-average exercise price of $1.10).
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 disclosure in Item 12shares subject to these awards.
3.This amount represents shares of Part IIICommon Stock available for future issuance under the Amended and Restated 2005 Equity Compensation Plan of LiveRamp, Inc. (5,142,434) (the "2005 Plan") and the LiveRamp Holdings, Inc. 2005 Stock Purchase Plan (426,481, including 65,107 shares subject to purchase during the current purchase period), which is an employee stock purchase plan covered by Section 423 of the Original Report.

Stock Ownership

Internal Revenue Code. The following table sets forth information as2005 Plan is an equity compensation plan that permits awards of July 26, 2018, with respecta 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 beneficial ownershipCompany’s 2011 Non-qualified Equity Compensation Plan described below, which does not require shareholder approval under the exception provided for in NASDAQ Marketplace Rule 5635(c)(4).

Equity Compensation Plan Not Approved by Security Holders 
The Company adopted the 2011 Non-qualified Equity Compensation Plan of our commonLiveRamp 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 by:

eachoptions, 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 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 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 Acxiom Corporation, 301 E. Dave Ward Drive, Conway, AR 72032, 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 77,336,731 shares of our common stock issued and outstanding as of July 26, 2018. This number excludes 60,551,510 shares held in treasury.

The amounts and percentages of common stock beneficially owned are reported on the basis of regulationsor an independent committee of the SEC governingboard. The board of directors and its compensation committee are the determination of beneficial ownership of securities. Under the rulesadministrators of the SEC, a person is deemed2011 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 a “beneficial owner”granted, the number of a security if that person has or shares “voting power,” which includesto be covered by each grant and the power to vote or to direct the votingterms and conditions of the security, or “investment power,” which includesawards. The 2011 Plan has not been approved by the power to dispose of or to directCompany’s shareholders.


39

The remaining information required by this item is incorporated by reference from the disposition of the security. A person is also deemeddefinitive proxy statement to be a beneficial ownerfiled within 120 days after March 31, 2021, pursuant to Regulation 14A under the Exchange Act in connection with our 2021 annual meeting 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.

59

Beneficial Owner

  Shares
Beneficially
Owned		  Percentage
of Class		 

James F. Arra

   205,5701    * 

John L. Battelle

   35,220  * 

Timothy R. Cadogan

   35,744  * 

William T. Dillard II

   148,041  * 

Richard E. Erwin

   108,9052  * 

Richard P. Fox

   40,004  * 

Jerry D. Gramaglia

   101,233  * 

Anneka R. Gupta

   65,8333    * 

William J. Henderson

   67,234  * 

Scott E. Howe

   1,451,9334    1.86% 

Warren C. Jenson

   556,3835    * 

Clark M. Kokich

   87,059  * 

S. Travis May

   201,6076    * 

Debora B. Tomlin

   11,158  * 
    * 
    * 

All directors, nominees and executive officers as a group (15 people)

   3,247,0517    4.10% 
    * 

BlackRock, Inc.

55 East 52nd Street

New York, NY 10022

   8,354,1998    10.80% 

The Vanguard Group

100 Vanguard Blvd.

Malvern, PA 19355

   6,594,4169    8.53% 

The Bank of New York Mellon Corporation

225 Liberty Street

New York, New York 10286

   6,221,47410    8.04% 

RGM Capital, LLC

9010 Strada Stell Court, Suite 105

Naples, FL 34109

   4,490,43011    5.81% 

*

Denotes less than 1%.

1

Includes 190,682 shares subject to options which are currently exercisable, all of which are in the money.

2

Includes 52,975 shares subject to options which are currently exercisable, all of which are in the money.

3

Includes 53,996 shares subject to options which are currently exercisable, all of which are in the money.

4

Includes 931,056 shares subject to options which are currently exercisable, all of which are in the money.

5

Includes 407,407 shares subject to options which are currently exercisable, all of which are in the money.

6

Includes 12,798 shares subject to options which are currently exercisable, all of which are in the money.

7

Includes 1,777,774 shares subject to options which are currently exercisable, all of which are in the money

8

This information is based solely upon information contained in a Schedule 13G/A filed on January 23, 2018. According to the Schedule 13G/A, BlackRock, Inc. has sole voting power over 8,172,550 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.

9

This information is based solely upon information contained in a Schedule 13G/A filed on February 8, 2018. According to the Schedule 13G/A, The Vanguard Group has sole voting power over 122,224 of the reported shares, shared voting power over 12,683 of the reported shares, sole dispositive power over 6,466,426 of the reported shares, and shared dispositive power over 127,990 of the reported shares.

60

10

This information is based solely upon information contained in a Schedule 13G filed on February 6, 2018. According to the Schedule 13G, The Bank of New York Mellon has sole voting power over 5,642,654 of the reported shares, shared voting power over 1,226 of the reported shares, sole dispositive power over 5,362,035 of the reported shares and shared dispositive power over 841,066 of the reported shares through its control of certain direct and indirect subsidiaries listed on Exhibit I attached to the Schedule 13G.

11

This information is based solely upon information contained in a Schedule 13G filed on February 14, 2018. According to the Schedule 13G, RGM Capital, LLC has shared dispositive power and voting power over all reported shares.

stockholders.



Item 13.  Certain Relationships and Related Transactions, and Director Independence

Related-Party Transactions

The Governance/Nominating Committee ofinformation required by this item is incorporated by reference from the Board of Directors has the responsibility of reviewing and approving any transaction requireddefinitive proxy statement to be disclosed as a related-party transaction under SEC rules and regulations. As provided in the committee’s charter, no related-party transaction will be approved unless it is deemed by the committeefiled within 120 days after March 31, 2021, pursuant to be commercially reasonable and in the best interests of, or not inconsistent with the best interests of, the Company. Since the beginning of the Company’s past fiscal year, there were no reportable related-party transactions, and none are currently proposed.

Director Independence

All of the Company’s currentnon-employee directors have been determined by the Board to be independentRegulation 14A under the NASDAQ listing standards and SEC rules. In making these determinations, the Board reviewed the directors’ relationships, if any,Exchange Act in connection with the Company 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. There are no family relationships among anyour 2021 annual meeting of our directors or executive officers.

The relationships considered by the Board in assessing each director’s independence included consideration of the transactions described below that occurred during the past fiscal year. With respect to each, the amounts have been deemed by the Board to be immaterial to the Company as well as to the other company. None of these relationships are required to be disclosed as a “related-party transaction” under the rules and regulations of the SEC:

stockholders.

The Company purchased data and services from Sovrn Holdings, LLC (“Sovrn”), for which director John L. Battelle serves as board chair. The charges to the Company, which were based on Sovrn’s standard rates, totaled approximately $933,023 in the last fiscal year. This amount represents approximately 0.1% of the Company’s total annual revenue and approximately 0.69% of Sovrn’s total annual revenue.


The Company provided marketing services to Dillard’s, Inc. (“Dillard’s”), of which director William T. Dillard II is the chairman and CEO. The charges for the services, which were based on the Company’s standard rates, totaled approximately $84,778 in the last fiscal year. This amount represents approximately 0.009% of the Company’s total annual revenue and approximately 0.013% of Dillard’s total annual revenue.

The Company provided data mapping services to Arizona Public Service (“APS”), a wholly owned subsidiary of Pinnacle West Corporation (“PWC”), on whose board Richard P. Fox serves as an outside director. The charges for the services, which were based on the Company’s standard rates, totaled approximately $21,587 in the last fiscal year. This amount represents approximately 0.002% of the Company’s total annual revenue and approximately 0.0006% of APS/PWC’s total annual revenue.


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Item 14.  Principal Accountant Fees and Services

Fees Billed for Services Rendered

The information required by Independent Auditor

The Audit/Finance Committee selected KPMGthis item is incorporated by reference from the definitive proxy statement to serve as independent auditor for fiscal year 2017. The following table presents fees for professional audit services rendered by KPMG for the audits of the Company’s annual financial statements for the fiscal years endedbe filed within 120 days after March 31, 2018 and March 31, 2017, and fees billed for other services rendered by KPMG.

   2018   2017 

Audit Fees (including quarterly reviews)1

  $1,882,000   $1,991,000 

Audit-Related Fees2

   484,000    872,000 

Tax Fees3

   98,000    108,000 

All Other Fees4

   0    642,000 

Total

  $2,464,000   $3,613,000 

1

Audit fees relate to professional services rendered2021, pursuant to Regulation 14A under the Exchange Act 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 Forms10-Q and10-K, and audit services provided in connection with other statutory and regulatory filings.

2

Audit-related fees include professional services related to our SSAE16 (service organization) audits, audit services provided to one of our divisions and to the audit of our 401(k) retirement plan.

3

Tax fees include professional services rendered in connection with tax compliance and preparation relating to our tax audits, international tax compliance and tax consulting. We do not engage KPMG to perform personal tax services for our executive officers.

4

Other fees include other permitted professional advisory services, namely accounting advisory services and accounting research online membership.

Audit/Finance CommitteePre-Approval Policy

The Audit/Finance Committee has adopted a policy for thepre-approval of engagements for audit, audit-related andnon-audit services by the independent auditor. The policy requires that the committeepre-approve all audit services and audit-related services to be performed by the independent auditor. Suchpre-approval 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. In connection with any proposed engagement fornon-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 consentour 2021 annual meeting 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 thenon-audit services in accordance with the terms and conditions approved by the chairman. All audit andnon-audit services reflected in the table above werepre-approved by the Audit/Finance Committee in accordance with the policy, and none were approved pursuant to the de minimis exception provided in Rule2-01(c)(7)(i) of RegulationS-X promulgated by the SEC.

62

stockholders.


40

PART


Part IV


Item 15.  Exhibits, Financial Statement Schedules

(a) The following documents are filed as a part of this report:

1. Financial Statements.
The following consolidated financial statements of the registrant and its subsidiaries included in the Financial Supplement and the Independent Auditors' Reports thereof are attached hereto.  Page references are to page numbers in the Financial Supplement.
F-Page
Report of Independent Registered Public Accounting Firm 
F-17
Consolidated Balance Sheets as of March 31, 2021 and 2020
F-20
Consolidated Statements of Operations for the years ended March 31, 2021, 2020 and 2019
F-21
Consolidated Statements of Consolidated Statements of Comprehensive Income (Loss) for the years ended March 31, 2021, 2020, and 2019
F-22
Consolidated Statements of Stockholders’ Equity for the years ended March 31, 2021, 2020 and 2019 
F-22
Consolidated Statements of Cash Flows for the years ended March 31, 2021, 2020 and 2019
F-25
Notes to the Consolidated Financial Statements
F-27
2. Financial Statement Schedules.
All schedules are omitted because they are not applicable or not required or because the required information is included in the consolidated financial statements or notes thereto.
3.Exhibits.

The following exhibits are filed with this report or are incorporated by reference to previously filed material:

material.

Exhibit No.

3.1
3.2
4.1
10.1
10.2
41

31.1Exhibit No.
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
42

Exhibit No.
10.21
10.22
10.23
10.24
10.25
10.26
10.27
10.28
10.29
10.30
10.31
10.32
10.33
10.34
21
23
24
43

Exhibit No.
31.1
31.2
31.232.1
32.2
101The following financial information from our Annual Report on Form 10-K for the fiscal year ended March 31, 2021, formatted in inline XBRL: (i) Consolidated Balance Sheets as of March 31, 2021 and 2020; (ii) Consolidated Statements of Operations for the fiscal years ended March 31, 2021, 2020 and 2019; (iii) Consolidated Statements of Comprehensive Income (Loss) for the fiscal years ended March 31, 2021, 2020 and 2019; (iv) Consolidated Statements of Stockholders’ Equity for the fiscal years ended March 31, 2021, 2020 and 2019; (v)  Consolidated Statements of Cash Flows for the fiscal years ended March 31, 2021, 2020 and 2019; and (vi) Notes to the Consolidated Financial Statements, tagged in detail.
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

[Remainder of page intentionally left blank.]

63




Item 16. Form 10-K Summary

None.
44


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrantRegistrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



Date: July 30, 2018ACXIOM CORPORATIONLIVERAMP HOLDINGS, INC.
Date:  May 27, 2021By:

/s/ Warren C. Jenson

Warren C. Jenson
President, Chief Financial Officer &and Executive Vice PresidentManaging Director of International
(principal financial and accounting officer)



45

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrantRegistrant and in the capacities and on the dates indicated.



Signature

Signature

/s/ John L. Battelle*DirectorMay 27, 2021
John L. Battelle
/s/ Timothy R. Cadogan*DirectorMay 27, 2021
Timothy R. Cadogan
/s/ Vivian Chow*DirectorMay 27, 2021
Vivian Chow
/s/ Richard P. Fox*DirectorMay 27, 2021
Richard P. Fox
/s/ William J. Henderson*DirectorMay 27, 2021
William J. Henderson
/s/ Scott E. Howe*Director, CEO (principal executive officer)May 27, 2021
Scott E. Howe
/s/ Clark M. Kokich*Director (Non-Executive Chairman of the Board)May 27, 2021
Clark M. Kokich
/s/ Kamakshi Sivaramakrishnan*DirectorMay 27, 2021
Kamakshi Sivaramakrishnan
/s/ Omar Tawakol*DirectorMay 27, 2021
Omar Tawakol
/s/ Debora B. Tomlin*DirectorMay 27, 2021
Debora B. Tomlin
/s/ Warren C. JensonPresident, CFO & Executive MD of International (principal financial and accounting officer)May 27, 2021
Warren C. Jenson



*By:/s/ Catherine L. Hughes
Catherine L. Hughes
Attorney-in-Fact

46

LIVERAMP HOLDINGS, INC.
INDEX TO FINANCIAL SUPPLEMENT
TO ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED MARCH 31, 2021
F-Page
F-2
F-17
Annual Financial Statements:
Consolidated Balance Sheets as of March 31, 2021 and 2020
F-20
Consolidated Statements of Operations for the years ended March 31, 2021, 2020 and 2019
F-21
Consolidated Statements of Comprehensive Income (Loss) for the years ended March 31, 2021, 2020 and 2019
F-22
Consolidated Statements of Stockholders’ Equity for the years ended March 31, 2021, 2020 and 2019
F-23
Consolidated Statements of Cash Flows for the years ended March 31, 2021, 2020 and 2019
F-25
Notes to Consolidated Financial Statements
F-27


F-1

Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with the consolidated financial statements and the related notes to those statements included in Item 8 to this Annual Report on Form 10-K. In addition to historical financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, beliefs, and expectations, and involve risks and uncertainties. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Annual Report on Form 10-K, particularly in the section titled "Item 1A. Risk Factors".

We begin Management’s Discussion and Analysis of Financial Condition and Results of Operations with an introduction and overview, including our operating segment, sources of revenue, summary results and notable events. This overview is followed by a summary of our critical accounting policies and estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results. We then provide a more detailed analysis of our results of operations and financial condition.

Introduction and Overview

LiveRamp is a global technology company with a vision of making it safe and easy for companies to use data effectively. We provide a best-in-class enterprise data connectivity 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.

LiveRamp is a Delaware corporation headquartered in San Francisco, California. Our common stock is listed on the New York Stock Exchange under the symbol “RAMP.” We serve a global client base from locations in the United States, Europe, and the Asia-Pacific (“APAC”) region. Our direct client list includes many of the world’s largest and best-known brands across most major industry verticals, including but not limited to financial, insurance and investment services, retail, automotive, telecommunications, high tech, consumer packaged goods, healthcare, travel, entertainment, non-profit, and government. Through our extensive reseller and partnership network, we serve thousands of additional companies, establishing LiveRamp as a foundational and neutral enabler of the customer experience economy.

Operating Segment

The Company operates as one operating segment. An operating segment is defined as a component of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker. Our chief operating decision maker evaluates our financial information and resources and assesses the performance of these resources on a consolidated basis. Since we operate as one operating segment, all required financial segment information can be found in the consolidated financial statements.

Sources of Revenues

LiveRamp recognizes revenue from the following sources: (i) subscription revenue,which consists primarily of subscription fees from clients accessing our platform; and (ii) marketplace and other revenue, which primarily consists of revenue-sharing fees generated from data transactions through our LiveRamp Data Marketplace, and transactional usage-based revenue from arrangements with certain publishers and addressable TV providers.

F-2

The LiveRamp Platform

As depicted in the graphic below, we power the industry’s leading enterprise data connectivity platform. We enable organizations to access and leverage data more effectively across the applications they use to interact with their customers. A core component of our platform is the omnichannel, deterministic identity asset that sits at its center. Leveraging deep expertise in identity and data collaboration, the LiveRamp platform enables an organization to unify customer and prospect data (first-, second-, or third-party) to build a single view of the customer in a way that protects consumer privacy. This single customer view can then be enhanced and activated across any of the 550 partners in our ecosystem in order to support a variety of people-based marketing solutions, including:

•Activation. We enable organizations to leverage their customer and prospect data in the digital and TV ecosystems and across the customer experience applications they use through a safe and secure data matching process called data onboarding. Our technology ingests a customer’s first-party data, removes all offline data (personally identifiable information or "PII"), and replaces them with anonymized IDs called RampID™, a true people-based identifier. RampID can then be distributed through direct integrations to the top platforms our customers work with, including leading marketing cloud providers, publishers and social networks, personalization tools, and connected TV services.

•Measurement & Analytics. We power more accurate, more complete measurement with the measurement vendors and partners our customers use. Our platform allows customers to combine disparate data files (typically ad exposure and customer events, like transactions), replacing customer identifiers with RampID. Customers then can use that aggregated view of each customer for measurement of reach and frequency, sales lift, closed loop offline to online conversion and cross-channel attribution.

•Identity. We provide enterprise-level identity solutions that enable organizations to: 1) resolve and connect disparate identities, 2) enrich data sets with hygiene capabilities and additional audience data from Data Marketplace providers, and 3) translate data between different systems. Our approach to identity is built from two complementary graphs, combining offline data and online data and providing the highest level of accuracy with a focus on privacy. LiveRamp technology for PII gives brands and platforms the ability to connect and update what they know about consumers, resolving PII across enterprise databases and systems to deliver better customer experiences in a privacy-conscious manner. Our digital identity graph associates pseudonymous device IDs, TV IDs and other online customer IDs from premium publishers, platforms or data providers, around a RampID. This allows marketers to perform the personalized segmentation, targeting, and measurement use cases that require a consistent view of the user.

•Data Collaboration with Safe Haven. We enable trusted second-party data collaboration between organizations and their partners in a neutral, permissioned environment. Safe Haven provides customers with collaborative opportunities to safely and securely build a more accurate, dynamic view of their customers leveraging partner data. Advanced measurement and analytics use cases can be performed on this shared data without either party giving up control or compromising privacy.

•Data Marketplace. Our Data Marketplace provides customers with simplified access to trusted, industry leading third-party data globally. The LiveRamp platform allows for the search, discovery and distribution of data to improve targeting, measurement, and customer intelligence. Data accessed through our Data Marketplace is connected via RampID and is utilized to enrich our customers’ first-party data and can be leveraged across technology and media platforms, agencies, analytics environments, and TV partners. Our platform also provides tools for data providers to manage the organization, distribution, and operation of their data and services across our network of customers and partners. Today we work with more than 150 data providers across all verticals and data types (see below for discussion on Marketplace and Other).

F-3

ramp-20210331_g1.jpg


Consumer privacy and data protection, what we call Data Ethics, are at the center of how we design our products and services. Accordingly, the LiveRamp platform operates with technical, operational, and personnel controls designed to keep our customers’ data private and secure.

Our solutions are sold to enterprise marketers and the companies they partner with to execute their marketing, including agencies, marketing technology providers, publishers and data providers. Today, we work with over 825 direct customers world-wide, including approximately 22% of the Fortune 500, and serve thousands of additional customers indirectly through our reseller partnership arrangements.

•Brands and Agencies.We work with over 450 of the largest brands and agencies in the world, helping them execute people-based marketing by creating an omni-channel understanding of the consumer and activating that understanding across their choice of best-of-breed digital marketing platforms.

•Marketing Technology Providers. We provide marketing technology providers with the identity foundation required to offer people-based targeting, measurement and personalization within their platforms. This adds value for brands by increasing reach, as well as the speed at which they can activate their marketing data.

•Publishers. We enable publishers of any size to offer people-based marketing on their properties. This adds value for brands by providing direct access to their customers and prospects in the publisher's premium inventory.

•Data Owners. Leveraging our vast network of integrations, we allow data owners to easily connect to the digital ecosystem and monetize their own data. Data can be distributed to clients or made available through the LiveRamp Data Marketplace feature. This adds value for brands as it allows them to augment their understanding of consumers and increase both their reach against and understanding of customers and prospects.

We primarily charge for our platform on an annual subscription basis. Our subscription pricing is based primarily on data volume, which is a function of data input records and connection points.
F-4

Marketplace and Other

As we have scaled the LiveRamp network and technology, we have found additional ways to leverage our platform, deliver more value to clients and create incremental revenue streams. Leveraging our common identity system and broad integration network, the LiveRamp Data Marketplace is a solution that seamlessly connects data owners’ audience data across the marketing ecosystem. The Data Marketplace allows data owners to easily monetize their data across hundreds of marketing platforms and publishers with a single contract. At the same time, it provides a single gateway where data buyers, including platforms and publishers, in addition to brands and their agencies, can access third-party data from more than 150 data providers, supporting all industries and encompassing all types of data. Data providers include sources and brands exclusive to LiveRamp, emerging platforms with access to previously unavailable deterministic data, and data partnerships enabled by our platform.

We generate revenue from the Data Marketplace primarily through revenue-sharing arrangements with data owners that are monetizing their data assets on our marketplace. We also generate Marketplace and Other revenue through transactional usage-based arrangements with certain publishers and addressable TV providers.

COVID-19 Update

The COVID-19 pandemic has continued to spread across the world. The pandemic and the public health measures taken in response to it have adversely affected workforces, organizations, customers, economies, and financial markets globally, leading to an economic downturn and increased market volatility. We are continuing to monitor the actual and potential effects of the pandemic across our business. Because these effects are dependent on highly uncertain future developments, including the duration, spread and severity of the outbreak, the actions taken to contain the virus, and how quickly and to what extent normal economic and operating conditions can resume, they are extremely difficult to predict, and it is not possible at this time to estimate the full impact that COVID-19 could have on our business going forward. While our revenues, billings and earnings are relatively predictable as a result of our subscription-based business, our revenues have been negatively impacted due to short-term service concessions granted to certain customers, and it is expected that certain of these concessions will extend into subsequent periods.

Beginning in mid-March 2020, we have taken a number of precautionary measures to ensure the health and safety of our employees, partners and customers. LiveRamp shifted to a remote workplace, requiring nearly all employees to work from home. We suspended all business travel other than for essential functions. We cancelled or replaced planned events with virtual-only experiences. We have incurred expenses to support our employees working from home, including reimbursements for home office equipment, and may incur similar expenses in the future as remote operations continue. While the COVID-19 pandemic had some favorable impacts on our results of operations during the twelve months ended March 31, 2021, such as reduced travel, entertainment and promotional costs, there is no assurance that those favorable impacts will recur in the future, or if they do recur would be enough to offset expenses incurred to support our employees working from home, to re-open offices in configurations required by local and federal health and other government authorities, and to otherwise combat the impact COVID-19 has had and may continue to have on the Company.
F-5

Summary Results and Notable Events
During fiscal 2021, the Company completed the acquisition of DataFleets, Ltd. ("DataFleets"), a cloud data platform that enables data silos to be unified without moving data or compromising privacy. This acquisition expands LiveRamp's data protection capabilities to unlock greater data access and control for its customers. In addition, the deal opens up new use cases as well as new markets for distributed data collaboration through LiveRamp Safe Haven. The Company has included the financial results of DataFleets in the consolidated financial statements as of the fourth quarter of fiscal 2021. The acquisition consideration for DataFleets was approximately $67.2 million cash including $8.9 million held in escrow.

During fiscal 2021, the Company completed the acquisition of Acuity Data ("Acuity"), a team of global retail and consumer packaged goods (“CPG”) experts, for approximately $2.9 million in cash. The acquisition also included a three-year performance plan having a maximum potential attainment of $5.1 million that would be recorded as non-cash stock compensation if achieved. The acquisition strengthens the retail analytics capabilities of our Safe Haven platform by enabling better reporting, insights, and collaboration for retailers and CPG companies, bridging the gap between trade and media by bringing consumers’ digital signals and retail transaction data together in a privacy-conscious manner. The Company has included the financial results of Acuity in the consolidated financial statements as of the second quarter of fiscal 2021.

During fiscal 2020, the Company closed its acquisition of Data Plus Math Corporation ("DPM"), a media measurement company that works with brands, agencies, cable operators, streaming TV services and networks to tie cross-screen ad exposure with real-world outcomes. The Company has included the financial results of DPM in the consolidated financial statements as of the second quarter of fiscal 2020. The acquisition date fair value of the consideration for DPM was approximately $118.0 million, consisting of $115.7 million cash and $2.3 million in stock awards.

During fiscal 2020, the Company acquired all of the outstanding shares of Faktor B.V. ("Faktor"). Faktor is a global consent management platform that allows consumers to control how their data is collected, used, and transferred for usage to another party. The Company has included the financial results of Faktor in the consolidated financial statements as of the first quarter of fiscal 2020.The Company paid approximately $4.5 million in cash for the acquired shares.

A financial summary of the fiscal year ended March 31, 2021 is presented below:
•Revenues were $443.0 million, a 16.4% increase from $380.6 million in fiscal 2020.
•Cost of revenue was $144.0 million, a 5.7% decrease from $152.7 million in fiscal 2020.
•Gross margin increased to 67.5% from 59.9% in fiscal 2020.
•Total operating expenses were $419.6 million, a 2.6% increase from $408.8 million in fiscal 2020.
•Cost of revenue and operating expenses for fiscal 2021 and 2020 included the following items:
◦Non-cash stock compensation of $111.7 million and $89.4 million, respectively (cost of revenue of $5.3 million and $3.8 million, respectively, and operating expenses of $106.4 million and $85.6 million, respectively)
◦Purchased intangible asset amortization of $18.0 million and $19.0 million, respectively (cost of revenue)
◦Accelerated depreciation of $3.6 million in fiscal 2020 (cost of revenue and operating expenses)
◦Transformation costs of $3.9 million in fiscal 2021 (general and administrative)
◦Restructuring and merger charges of $2.7 million and $5.0 million, respectively (gains, losses and other)
•Net loss from continuing operations was $90.3 million, a loss of $1.36 per diluted share, compared to a net loss from continuing operations of $125.3 million or $1.85 per diluted share in fiscal 2020.
F-6

•Net cash used by operating activities was $20.6 million compared to $28.6 million in fiscal 2020.
•The Company repurchased 1.3 million shares of its common stock for $42.3 million under the Company's common stock repurchase program.
This summary and the following discussion and analysis highlights financial results as well as other significant events and transactions of the Company during the fiscal year ended March 31, 2021 compared to the same period in 2020, unless otherwise stated. Discussion and analysis for the year ended March 31, 2020 compared to the same period ended March 31, 2019 may be found in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended March 31, 2020, filed with the Securities and Exchange Commission on May 26, 2020.
F-7

Critical Accounting Policies

We prepare our consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) as set forth in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”), and we consider the various staff accounting bulletins and other applicable guidance issued by the United States Securities and Exchange Commission (“SEC”). GAAP, as set forth within the ASC, requires management to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Note 1 to the accompanying consolidated financial statements includes a summary of significant accounting policies used in the preparation of LiveRamp’s consolidated financial statements. Of those policies, we have identified the following as the most critical because they are both important to the portrayal of the Company’s financial condition and operating results, and they may require management to make judgments and estimates about inherently uncertain matters:

•Revenue Recognition

•Accounting for Income Taxes

•Business Combinations

Revenue Recognition

The Company’s policy follows the guidance from ASC 606, Revenue from Contracts with Customers.

LiveRamp recognizes revenue from the following sources: (i) subscription revenue, which consists primarily of subscription fees from clients accessing our LiveRamp platform; and (ii) marketplace and other revenue, which primarily consists of revenue-sharing fees generated from access to data through our LiveRamp Data Marketplace, and transactional usage-based revenue from arrangements with certain publishers and addressable TV providers.

We determine revenue recognition through the following steps:

•Identification of the contract, or contracts, with a customer;
•Identification of the performance obligations in the contract;
•Determination of the transaction price;
•Allocation of the transaction price to the performance obligations in the contract; and
•Recognition of revenue when, or as, the performance obligations are satisfied.

Identification of the contract

We consider the terms and conditions of the contract and our customary business practices when identifying our contracts under ASC 606. We determine we have a contract with a customer or contract modification when the contract is approved and the parties are committed to performing their respective obligations, we can identify each party's rights regarding the services to be transferred, we can identify the payment terms for the services, we have determined the contract has commercial substance, and we have determined that collection of at least some of the contract consideration is probable. At contract inception we evaluate whether two or more contracts should be combined and accounted for as a single contract and whether the single or combined contract includes one or multiple performance obligations. We apply judgment in determining the customer's ability to pay, which is based on a variety of factors, including the customer's historical payment experience or, in the case of a new customer, credit and financial information pertaining to the customer.
F-8


Identification of the performance obligations

As part of accounting for arrangements with multiple performance obligations, we must assess whether each performance obligation is distinct. A good or service that is promised to a customer is distinct if the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer, and a company's promise to transfer the good or service to the customer is separately identifiable from other promises in the contract. We have determined that our subscriptions to the platform are a distinct performance obligation and access to data for revenue-sharing and usage-based arrangements is a distinct performance obligation because, once a customer has access to the platform, the service is fully functional and does not require any additional development, modification, or customization.

Determination of the transaction price

The transaction price is the amount of consideration we expect to be entitled to in exchange for transferring services to a customer, excluding sales taxes that are collected on behalf of government agencies. Variable consideration is assessed and included in the transaction price if, in our judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. None of our contracts contain a significant financing component.

Allocation of the transaction price to the performance obligations in the contract

If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each distinct performance obligation based on the standalone selling price ("SSP") of each service. We generally determine the SSP based on contractual selling prices when the obligation is sold on a standalone basis, as well as market conditions, competition, and pricing practices. As pricing and marketing strategies evolve, we may modify our pricing practices in the future, which could result in changes to SSP.

Recognition of revenue when, or as, the performance obligations are satisfied

Revenues are recognized when or as control of the promised services is transferred to customers. Subscription revenue is generally recognized ratably over the subscription period beginning on the date the services are made available to customers. Marketplace and other revenue is typically transactional in nature, tied to a revenue share or volumes purchased. We report revenue from Data Marketplace and other similar transactions on a net basis because our performance obligation is to facilitate a transaction between data providers and data buyers, for which we earn a portion of the gross fee. Consequently, the portion of the gross amount billed to data buyers that is remitted to data providers is not reflected as revenues.

Accounting for Income Taxes

The Company makes estimates and judgments in determining the provision for income taxes for financial statement purposes. These estimates and judgments occur in the calculation of tax credits, benefits, and deductions, and in the calculation of certain deferred tax assets and liabilities that arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes, as well as the interest and penalties related to uncertain tax positions. Significant changes in these estimates may result in an increase or decrease to the tax provision in a subsequent period. The Company assesses the likelihood that it will be able to recover its deferred tax assets. If recovery is not likely, the Company increases the provision for taxes by recording a valuation allowance against the deferred tax assets that it estimates will not ultimately be recoverable.

F-9

The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations. The Company recognizes liabilities for uncertain tax positions based on a two-step process pursuant to ASC 740, Income Taxes. The first step is to evaluate the tax position for recognition by determining whether the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. If the Company determines that a tax position will more likely than not be sustained on audit, the second step requires the Company to estimate and measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as the Company must determine the probability of various possible outcomes.

The Company re-evaluates these uncertain tax positions on a quarterly basis. This evaluation is based on factors such as changes in facts or circumstances, changes in tax law, new audit activity, and effectively settled issues. Determining whether an uncertain tax position is effectively settled requires judgment. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision.

On March 27, 2020, the U.S. enacted The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). The CARES Act included several significant changes and clarifications to existing tax law, including changes to the treatment of net operating losses (“NOLs”). Under the CARES Act, NOLs arising in tax years beginning after December 31, 2017, and before January 1, 2021 may be carried back to each of the five tax years preceding the tax year of the net loss. As such, the Company plans to carry back its fiscal 2021 NOL, resulting in an expected refund of approximately $28 million in fiscal 2022. The Company was also able to carry back its fiscal 2020 NOL, resulting in an expected refund of approximately $33 million, also in fiscal 2022.

Business Combinations

We apply the provisions of ASC 805, Business Combinations, in accounting for acquisitions. ASC 805 requires us to determine if assets or a business was acquired. If a business was acquired, it requires us to recognize separately from goodwill the fair value of the assets acquired and the liabilities assumed at the acquisition date. Goodwill as of the acquisition date is measured as the excess of the fair value of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as any contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we record adjustments resulting from new information about facts and circumstances that existed at the acquisition date and falls within the measurement period to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of operations.
F-10

Results of Operations
A summary of selected financial information for each of the fiscal years reported is presented below (dollars in thousands, except per share amounts):
% Change
202120202021-2020
Revenues$443,026 $380,572 16 %
Cost of revenue144,004 152,704 (6)
Gross profit299,022 227,868 31 
Total operating expenses419,570 408,790 3 
Loss from operations(120,548)(180,922)(33)
Net loss from continuing operations(90,268)(125,261)(28)
Diluted loss per share from continuing operations$(1.36)$(1.85)(26)%
Revenues

The Company's revenues for each of the fiscal years reported is presented below (dollars in thousands):
% Change
202120202021-2020
Revenues:
Subscription$356,597 $305,679 17 %
Marketplace and Other86,429 74,893 15 %
Total revenues$443,026 $380,572 16 %

Total revenues were $443.0 million in fiscal 2021, a $62.5 million or 16.4%, increase compared to fiscal 2020. The increase was due to Subscription growth of $50.9 million, or 16.7%, primarily due to new logo deals and upsell to existing customers partially offset by lower variable revenue. Marketplace and Other growth was $11.5 million, or 15.4%, primarily due to Data Marketplace volume growth. On a geographic basis, U.S. revenue increased $61.5 million, or 17.4%. International revenue increased $0.9 million, or 3.5%. Revenues in the fiscal year ended March 31, 2021 were negatively impacted by $2.1 million due to short-term service concessions related to the COVID-19 pandemic.

Subscription revenue could be negatively impacted by approximately $30 million in our fiscal year 2022 as we transition a few platform customer relationships that license cookie-based components of our digital identity graph to alternative solutions. This small customer set licenses our digital graph to support their own identity solutions. As such, our overall subscription growth could be impacted by these contract changes.

Cost of revenue and Gross profit

The Company’s cost of revenue and gross profit for each of the fiscal years reported is presented below (dollars in thousands):
% Change
202120202021-2020
Cost of revenue$144,004 $152,704 (6)%
Gross profit$299,022 $227,868 31 %
Gross margin (%)67.5 %59.9 %13 %
Cost of revenue includes third-party direct costs including identity graph data, other data and cloud-based hosting costs, as well as costs of IT, security and product operations functions. Cost of revenue also includes amortization of acquisition-related intangibles.
F-11

Cost of revenue was $144.0 million in fiscal 2021, a $8.7 million, or 5.7%, decrease from fiscal 2020. Gross margins increased to 67.5% compared to 59.9% in the prior year. The gross margin increase was due to revenue growth and decreased cost of revenue. The decreased cost of revenue was primarily due to lower identity graph costs of $4.9 million, decreased security costs of $2.0 million from ending AMS disposition transition spend, as well as $2.7 million of accelerated depreciation in the prior year. These cost decreases were offset partially by increased cloud infrastructure costs. U.S. gross margins increased to 68.5% in the current year from 61.4% in the prior year. International gross margins increased to 51.6% from 39.4%.

Operating Expenses

The Company’s operating expenses for each of the periods reported is presented below (dollars in thousands):

% Change
202120202021-2020
Operating expenses:
Research and development$135,111 $105,981 27 %
Sales and marketing177,543 188,905 (6)%
General and administrative104,201 108,903 (4)%
Gains, losses and other items, net2,715 5,001 (46)%
Total operating expenses$419,570 $408,790 3 %
Research and development (“R&D”) expense includes operating expenses for the Company’s engineering and product/project management functions supporting research, new development, and related product enhancement.
R&D expenses were $135.1 million for fiscal 2021, an increase of $29.1 million, or 27.5%, compared to fiscal 2020, and were 30.5% of total revenues compared to 27.8% in the prior year. The increase is due primarily to an increase in non-cash stock-based compensation of $15.7 million. In March 2021, the Company accelerated the vesting of certain time-vesting restricted stock units that would otherwise have vested over the subsequent six months to take advantage of significant cash tax savings opportunities. Excluding non-cash stock-based compensation expense, R&D increased $13.4 million primarily due to increases in headcount investments (employee related expenses increased $15.0 million) and professional services of $1.9 million, offset partially by reduced travel costs of $3.2 million.

Sales and marketing (“S&M”) expense includes operating expenses for the Company’s sales, marketing, and product marketing functions.
S&M expenses were $177.5 million for fiscal 2021, a decrease of $11.4 million, or 6.0%, compared to fiscal 2020, and were 40.1% of total revenues compared to 49.6% in the prior year. Current year expenses included an increase in non-cash stock compensation expenses of $2.4 million due to the accelerated vesting as previously described. Excluding non-cash stock compensation expense, S&M decreased $13.7 million primarily due to decreased travel, entertainment and promotional costs of $14.4 million partially offset by headcount investments. Since mid-March 2020 we have suspended all business travel other than for essential functions, and also cancelled or replaced planned events with virtual-only experiences.

General and administrative ("G&A") expense represents operating expenses for the Company's finance, human resources, legal, corporate IT, and other corporate administrative functions.
G&A expenses were $104.2 million for fiscal 2021, a decrease of $4.7 million, or 4.3%, compared to fiscal 2020, and were 23.5% of total revenues compared to 28.6% in the prior year. Current year expenses included an increase in non-cash stock compensation expenses of $2.6 million due to the accelerated vesting as previously described. Current year expenses also included $3.9 million of third-party transformation costs incurred in response to the potential COVID-19 pandemic impact on our business. Excluding these increases, G&A decreased $11.2 million primarily due to decreased travel, entertainment and promotional costs of $5.1 million, decreased facilities and related costs of $4.0 million, and decreased non-transformation professional services of $3.0 million, partially offset by headcount investments.

F-12

Gains, losses, and other items, net represents restructuring costs and other adjustments.

Gains, losses and other items, net was $2.7 million for fiscal 2021, a decrease of $2.3 million, or 45.7%, compared to fiscal 2020. The current year amount includes $1.7 million of restructuring charges (severance), a lease settlement of $1.0 million, and acquisition related costs of $0.8 million partially offset by a lease reserve adjustment of $0.9 million. The prior year amount includes $2.3 million in severance (transition retention costs) and other associate-related charges, a $1.1 million charge related to the restructuring of the Redwood City, California lease due primarily to the lease termination by a sub-lessee, and $1.1 million related to an early termination of a data center services agreement.

Loss from Operations and Operating Margin

Loss from operations was $120.5 million for fiscal 2021 compared to $180.9 million for fiscal 2020. Operating margin was a negative 27.2% compared to a negative 47.5%. The improvement was primarily due to increased gross profit of $71.2 million from an increase in revenue and lower cost of revenue due to decreased identity graph and security costs, offset partially by increased operating expenses due to the acceleration of non-cash stock-based compensation expense as previously described.

Other Income/Expense and Income Taxes

Other expense was $0.3 million for fiscal 2021 compared to other income of $15.4 million for fiscal 2020. Other income primarily consists of interest income from invested cash balances, which, along with interest rates, has decreased significantly from the prior year. The current year interest income of $0.7 million was offset by currency and other losses.

Income tax benefit was $30.5 million on a pretax loss of $120.8 million for fiscal 2021, resulting in a 25.3% effective tax rate. This compares to a prior year income tax benefit of $40.3 million on a pretax loss of $165.5 million, or a 24.3% effective tax rate. Due to the enactment of the CARES Act and its loss carryback provisions, the Company is able to benefit its current and prior year losses.

Discontinued Operations

Earnings from discontinued operations, net of tax, of $0.8 million for fiscal 2020 represents the final true-up for the AMS disposition.


F-13

Capital Resources and Liquidity
The Company’s cash and cash equivalents are primarily located in the United States.  At March 31, 2021, approximately $20.8 million of the total cash balance of $572.8 million, or approximately 3.6%, was located outside of the United States. The Company has no current plans to repatriate this cash to the United States.

Net accounts receivable balances were $114.3 million at March 31, 2021, an increase of $21.5 million, compared to $92.8 million at March 31, 2020. Days sales outstanding ("DSO"), a measurement of the time it takes to collect receivables, were 86 days at March 31, 2021, compared to 80 days at March 31, 2020. DSO can fluctuate due to the timing and nature of contracts that lead to up-front billings related to deferred revenue on services not yet performed, and Marketplace and other contracts, which are billed on a gross basis but for which the amount that is due to data providers is not reflected as revenues. All customer accounts are actively managed, and no losses in excess of amounts reserved are currently expected. We are also continuing to actively evaluate the potential negative impact of COVID-19on our customers’ ability to pay our accounts receivable.

Working capital at March 31, 2021 totaled $660.5 million, a $74.5 million decrease when compared to $735.0 million at March 31, 2020.

Management believes that the Company's existing available cash will be sufficient to meet the Company's working capital and capital expenditure requirements for the foreseeable future. However, in light of the current global COVID-19 pandemic, our liquidity position may change due to the inability to collect from our customers, inability to raise new capital via issuance of equity or debt, and disruption in completing repayments or disbursements to our creditors. We have historically taken and may continue to take advantage of opportunities to generate additional liquidity through capital market transactions. The outbreak of COVID-19 has caused significant disruptions to the global financial markets, which could increase the cost of capital and adversely impact our ability to raise additional capital, which could negatively affect our liquidity in the future. The amount, nature, and timing of any capital market transactions will depend on our operating performance and other circumstances; our then-current commitments and obligations; the amount, nature, and timing of our capital requirements; and overall market conditions. If we are unable to raise funds as and when we need them, we may be forced to curtail our operations.

Cash Flows

The following table summarizes our cash flows for the periods reported (dollars in thousands):
20212020
Net cash used in operating activities$(20,560)$(28,575)
Net cash used in investing activities$(87,894)$(116,203)
Net cash used in financing activities$(43,495)$(201,976)
Net cash provided by discontinued operations$— $18,375 

Operating Activities - Continuing Operations

Our cash flows from operating activities are primarily influenced by growth in our operations, increases or decreases in collections from our clients and related payments to our suppliers. The timing of cash receipts from clients and payments to suppliers can significantly impact our cash flows from operating activities. Our collection and payment cycles can vary from period to period.

In fiscal 2021, net cash used in operating activities of $20.6 million resulted primarily from net earnings adjusted for non-cash items of $51.1 million offset by cash used by operating assets and liabilities of $71.6 million. The net unfavorable change in operating assets and liabilities was primarily related to unfavorable changes in income taxes of $26.2 million, accounts receivable of $24.8 million, and other assets of $18.8 million, partially offset by favorable changes in deferred revenue of $4.9 million. The change in income taxes is primarily due to an increase in the income taxes receivable account for expected refunds related to our fiscal 2021 federal income tax return. The change in accounts receivable is primarily due to the growth in our subscription and marketplace and other revenue and the timing of cash receipts from clients. The change in other assets was impacted by fiscal 2021 year-end prepayments of expenses to take advantage of cash tax savings opportunities.
F-14


In fiscal 2020, net cash used in operating activities of $28.6 million resulted primarily from net earnings adjusted for non-cash items of $2.1 million offset by an increase in cash used by operating assets and liabilities of $30.6 million. The net unfavorable change in operating assets and liabilities was primarily related to unfavorable changes in income taxes of $25.5 million, accounts receivable of $20.5 million and deferred commissions of $5.3 million partially offset by favorable changes in accounts payable and other liabilities of $23.0 million. The increase in income taxes is based on refunds available to the Company as a result of the CARES Act NOL carryback provisions and expected to be received in fiscal 2022. The increase in accounts receivable is primarily due to the growth in our subscription and marketplace and other revenue and the timing of cash receipts from clients. The increase in accounts payable and other liabilities is primarily due to expense growth and the timing of payments to suppliers.

Investing Activities - Continuing Operations

Our primary investing activities have consisted of acquisitions and capital expenditures in support of our expanding headcount as a result of our growth. Capital expenditures may vary from period to period due to the timing of the expansion of our operations, the addition of new headcount, new facilities and acquisitions.

In fiscal 2021, net cash used in investing activities of $87.9 million consisted of net cash paid in acquisitions of $76.0 million (DataFleets $58.3 million, DPM escrow $14.8 million, Acuity $2.9 million), investments in certificates of deposit of $7.5 million, other strategic investments of $2.2 million, and capital expenditures of $2.2 million.

In fiscal 2020, net cash used in investing activities of $116.2 million primarily consisted of $11.7 million for capital expenditures, and $105.4 million for the acquisitions of DPM and Faktor.

Financing Activities - Continuing Operations

Our financing activities have consisted of acquisition of treasury stock, proceeds from our equity compensation plans, and shares repurchased for tax withholdings upon vesting of stock-based awards.

In fiscal 2021, net cash used in financing activities was $43.5 million, consisting of the acquisition of treasury shares pursuant to the board of directors' approved stock repurchase plan of $42.3 million (1.3 million shares), and $9.9 million for shares repurchased for tax withholdings upon vesting of stock-based awards. These uses of cash were partially offset by proceeds of $8.7 million from the sale of common stock from our equity compensation plans.

In fiscal 2020, net cash used in financing activities was $202.0 million, consisting of the acquisition of treasury shares pursuant to the board of directors' approved stock repurchase plan of $182.2 million (4.4 million shares), and $24.5 million for shares repurchased for tax withholdings upon vesting of stock-based awards (0.5 million shares). These uses of cash were partially offset by proceeds of $4.7 million from the sale of common stock from our equity compensation plans.

Discontinued operations

In fiscal 2020, net cash provided by discontinued operations was $18.4 million primarily related to receipt of the final AMS disposition true-up payment.

F-15


Off-Balance Sheet Items and Commitments

As of the date of this Annual Report on Form 10-K, we do not have any off-balance sheet arrangements.
Common Stock Repurchase Program

Under the modified common stock repurchase program, the Company may purchase up to $1.0 billion of its common stock through the period ending December 31, 2022. During the twelve months ended March 31, 2021, the Company repurchased 1.3 million shares of its common stock for $42.3 million under the stock repurchase program. Through March 31, 2021, the Company had repurchased a total of 28.2 million shares of its stock for $673.6 million under the stock repurchase program, leaving remaining capacity of $326.4 million.

Contractual Commitments

The following tables present the Company’s contractual cash obligations and purchase commitments at March 31, 2021.  Operating leases primarily consist of our various office facilities. Purchase commitments primarily include contractual commitments for the purchase of data, hosting services and software as a service arrangements. The tables do not include the future payment of liabilities related to uncertain tax positions of $26.2 million as the Company is not able to predict the periods in which the payments will be made. 

For the years ending March 31,
20222023202420252026Total
Operating leases$9,960 $3,304 $1,198 $69 $— $14,531 

Future minimum payments as of March 31, 2021 related to restructuring plans as a result of the Company's exit from certain leased office facilities are (dollars in thousands): Remainder of Fiscal 2022: $2,611; Fiscal 2023: $2,663; Fiscal 2024: $2,698; Fiscal 2025: $2,698; and Fiscal 2026: $1,799.

For the years ending March 31,
20222023202420252026Total
Purchase commitments$59,732 $50,754 $45,726 $44,248 $33,150 $233,610 
While the Company does not have any other material contractual commitments for capital expenditures, certain levels of investments in facilities and computer equipment continue to be necessary to support the growth of the business. 

For a description of certain risks that could have an impact on results of operations or financial condition, including liquidity and capital resources, see “Risk Factors” contained in Part I, Item 1A, of this Annual Report.


Recent Accounting Pronouncements

For information on recent accounting pronouncements, see “Accounting Pronouncements Adopted During the Current Year" and “Recent Accounting Pronouncements Not Yet Adopted” under Note 1, “Basis of Presentation and Summary of Significant Accounting Policies,” of the Notes to Consolidated Financial Statements accompanying this report.

F-16

Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
LiveRamp Holdings, Inc.:

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheets of LiveRamp Holdings, Inc. and subsidiaries (the Company) as of March 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended March 31, 2021, and the related notes (collectively, the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of March 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of March 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the three-year period ended March 31, 2021, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2021 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Change in Accounting Principle

As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for leases as of April 1, 2019 due to the adoption of ASU No 2016-02, codified as ASC 842, Leases.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

F-17

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Evaluation of the sufficiency of audit evidence over revenue

As discussed in Notes 1 and 2 to the consolidated financial statements, the Company recorded $443.0 million of total revenues for the year ended March 31, 2021, of which $356.4 million was subscription related, and $86.6 million was marketplace and other related.

We identified the evaluation of the sufficiency of audit evidence over revenue as a critical audit matter. Evaluating the nature and extent of audit evidence obtained for new revenue contracts or amendments of existing contracts required subjective auditor judgment because of the non-standard nature of the Company’s revenue contracts.

The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over new or amended revenue contracts. We tested certain internal controls over the Company’s revenue recognition process, including controls over the Company’s assessment of the revenue recognition requirements for new or amended revenue contracts. We tested certain new or amended contracts by reading the underlying contracts and evaluating the Company’s assessment of the revenue recognition requirements. We obtained external confirmation directly from certain of the Company’s customers and compared the terms and conditions relevant to the Company’s revenue recognition to the Company’s contracts with those customers. We assessed the recorded revenue by selecting a sample of transactions and comparing the amounts recognized for consistency with underlying documentation, including contracts with customers. In addition, we evaluated the overall sufficiency of audit evidence obtained over revenue by assessing the results of procedures performed.

Evaluation of the acquisition-date fair value of developed technology

As discussed in Note 5 to the consolidated financial statements, on February 17, 2021, the Company acquired DataFleets in a business combination. As a result of the transaction, the Company acquired developed technology, customer relationships, and trade name intangible assets. The acquisition-date fair value of the intangible assets was $11.4 million, including $11.0 million for developed technology.
F-18

We identified the evaluation of the acquisition-date fair value of developed technology acquired in the DataFleets transaction as a critical audit matter. Subjective auditor judgment was required to evaluate the forecasted revenue growth rates and discount rate used in the valuation model to calculate the acquisition-date fair value of the intangible asset. The valuation model included the internally-developed assumptions noted above, for which there was limited observable market information, and the calculated fair value of the developed technology was sensitive to changes to these assumptions.

The following are the primary procedures we performed to address this critical audit matter. We tested certain internal controls over the Company’s acquisition date fair value process, including the Company’s controls over the forecasted revenue growth rates and the discount rate. We evaluated the forecasted revenue growth rates used to determine the fair value of acquired developed technology by comparing them to the forecasted revenue growth rates used by the Company in recent business combinations. We compared the Company’s historical revenue forecasts to actual results to assess the Company’s ability to accurately forecast. In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in:

•evaluating the Company’s discount rate, by comparing it against a discount rate range that was independently developed using publicly available market data for comparable entities

•assessing the estimated fair value of the developed technology using the Company’s cash flow forecasts and our independently developed discount rate range

KPMG LLP
We have served as the Company's auditor since 2003.

Dallas, Texas
May 27, 2021

F-19


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share data)
March 31,March 31,
20212020
ASSETS
Current assets:
Cash and cash equivalents$572,787 $717,811 
Restricted cash8,900 14,815 
Trade accounts receivable, net114,284 92,761 
Refundable income taxes65,692 38,340 
Other current assets64,052 32,666 
Total current assets825,715 896,393 
Property and equipment, net of accumulated depreciation and amortization11,957 19,321 
Intangible assets, net39,730 45,200 
Goodwill357,446 297,796 
Deferred commissions, net22,619 16,014 
Other assets, net30,854 27,165 
$1,288,321 $1,301,889 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade accounts payable$39,955 $42,204 
Accrued payroll and related expenses46,438 28,791 
Other accrued expenses58,353 68,991 
Acquisition escrow payable8,900 14,815 
Deferred revenue11,603 6,581 
Total current liabilities165,249 161,382 
Other liabilities42,389 52,995 
Commitments and contingencies00
Stockholders' equity:
Preferred stock, $1.00 par value (authorized 1 million shares; issued 0 shares at March 31, 2021 and 2020, respectively)0 0 
Common stock, $0.10 par value (authorized 200 million shares; issued 147.8 million and 143.9 million shares at March 31, 2021 and 2020, respectively)14,781 14,394 
Additional paid-in capital1,630,072 1,496,565 
Retained earnings1,454,826 1,545,094 
Accumulated other comprehensive income7,522 5,745 
Treasury stock, at cost (79.6 million and 78.1 million shares at March 31, 2021 and 2020, respectively)(2,026,518)(1,974,286)
Total stockholders' equity1,080,683 1,087,512 
$1,288,321 $1,301,889 
See accompanying notes to consolidated financial statements.
F-20

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
For the twelve months ended
March 31,
202120202019
Revenues$443,026 $380,572 $285,620 
Cost of revenue144,004 152,704 120,718 
Gross profit299,022 227,868 164,902 
Operating expenses:
Research and development135,111 105,981 85,697 
Sales and marketing177,543 188,905 158,540 
General and administrative104,201 108,903 98,878 
Gains, losses and other items, net2,715 5,001 19,933 
Total operating expenses419,570 408,790 363,048 
Loss from operations(120,548)(180,922)(198,146)
Total other income (expense)(252)15,385 18,790 
Loss from continuing operations before income taxes(120,800)(165,537)(179,356)
Income tax benefit(30,532)(40,276)(45,409)
Net loss from continuing operations(90,268)(125,261)(133,947)
Earnings from discontinued operations, net of tax0 750 1,162,494 
Net earnings (loss)$(90,268)$(124,511)$1,028,547 
Basic earnings (loss) per share:
Continuing operations$(1.36)$(1.85)$(1.79)
Discontinued operations0 0.01 15.50 
     Basic earnings (loss) per share$(1.36)$(1.84)$13.71 
Diluted earnings (loss) per share:
Continuing operations$(1.36)$(1.85)$(1.79)
Discontinued operations0 0.01 15.50 
     Diluted earnings (loss) per share$(1.36)$(1.84)$13.71 
See accompanying notes to consolidated financial statements.

F-21

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Dollars in thousands)
For the twelve months ended
March 31,
202120202019
Net earnings (loss)$(90,268)$(124,511)$1,028,547 
Other comprehensive income (loss):
Change in foreign currency translation adjustment1,777 (2,056)(2,966)
Comprehensive income (loss)$(88,491)$(126,567)$1,025,581 
See accompanying notes to consolidated financial statements.

F-22

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(Dollars in thousands) 

Accumulated
Common StockAdditionalotherTreasury Stock
Numberpaid-inRetainedcomprehensiveNumberTotal
of sharesAmountCapitalearningsincome (loss)of sharesAmountEquity
Balances at March 31, 2018136,079,676 $13,609 $1,235,679 $628,331 $10,767 (58,304,917)$(1,139,291)$749,095 
Cumulative-effect adjustment from adoption of ASU 2014-09— — — 12,727 — — — 12,727 
Employee stock awards, benefit plans and other issuances1,330,757 133 20,286 — — (1,202,243)(50,520)(30,101)
Non-cash stock-based compensation415,706 41 88,442 — — — — 88,483 
Non-cash stock-based compensation from discontinued operations— — 62,861 — — — — 62,861 
Restricted stock units vested4,039,749 404 (404)— — — — 0 
Warrant exercises— — (51)— — 3,488 51 0 
Acquisition of treasury stock— — — — — (2,428,265)(74,421)(74,421)
Tender offer— — — — — (11,235,955)(503,393)(503,393)
Comprehensive income (loss):
Foreign currency translation— — — — (2,966)— — (2,966)
Net earnings— — — 1,028,547 — — — 1,028,547 
Balances at March 31, 2019141,865,888 $14,187 $1,406,813 $1,669,605 $7,801 (73,167,892)$(1,767,574)$1,330,832 
Employee stock awards, benefit plans and other issuances266,011 $27 $4,709 $— $— (537,694)$(24,522)$(19,786)
Non-cash stock-based compensation71,211 7 65,212 — — — — 65,219 
Restricted stock units vested1,342,337 134 (134)— — — — 0 
Liability-classified restricted stock units vested393,306 39 17,665 — — — — 17,704 
Acquisition-related replacement stock options— — 2,300 — — — — 2,300 
Acquisition of treasury stock— — — — — (4,375,728)(182,190)(182,190)
Comprehensive loss:
Foreign currency translation— — — — (2,056)— — (2,056)
Net loss— — — (124,511)— — — (124,511)
Balances at March 31, 2020143,938,753 $14,394 $1,496,565 $1,545,094 $5,745 (78,081,314)$(1,974,286)$1,087,512 
F-23

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY (Continued)
(Dollars in thousands)
Accumulated
Common StockAdditionalotherTreasury Stock
Numberpaid-inRetainedcomprehensiveNumberTotal
of sharesAmountCapitalearningsincome (loss)of sharesAmountEquity
Employee stock awards, benefit plans and other issuances583,476 $58 $8,680 $— $— (182,730)$(9,920)$(1,182)
Non-cash stock-based compensation21,736 $2 $84,394 $— $— — $— 84,396 
Restricted stock units vested2,186,763 $219 $(219)$— $— — $— 0 
Liability-classified restricted stock units vested1,084,237 $108 $40,652 $— $— — $— 40,760 
Acquisition of treasury stock— $— $— $— $— (1,321,666)$(42,312)(42,312)
Comprehensive income (loss):
Foreign currency translation— $— $— $— $1,777 — $— 1,777 
Net loss— $— $— $(90,268)$— — $— (90,268)
Balances at March 31, 2021147,814,965 $14,781 $1,630,072 $1,454,826 $7,522 (79,585,710)$(2,026,518)$1,080,683 


See accompanying notes to consolidated financial statements.

F-24

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
For the twelve months ended
March 31,
202120202019
Cash flows from operating activities:
Net earnings (loss)$(90,268)$(124,511)$1,028,547 
Earnings from discontinued operations0 (750)(1,162,494)
Non-cash operating activities:
Depreciation and amortization27,741 35,901 33,782 
Loss on disposal or impairment of assets388 1,725 3,460 
Provision for doubtful accounts2,915 7,133 3,069 
Deferred income taxes(1,418)(6,878)9,894 
Non-cash stock compensation expense111,707 89,447 102,722 
Changes in operating assets and liabilities:
Accounts receivable, net(24,828)(20,518)(44,411)
Deferred commissions(6,605)(5,273)(4,298)
Other assets(18,772)(6,144)(3,106)
Accounts payable and other liabilities(116)24,923 25,308 
Income taxes, net(26,215)(25,453)5,087 
Deferred revenue4,911 1,823 462 
Net cash used in operating activities(20,560)(28,575)(1,978)
Cash flows from investing activities:
Capitalized software0 0 (1,322)
Capital expenditures(2,182)(11,711)(7,320)
Proceeds from sales of assets0 873 0 
Cash paid in acquisitions, net of cash received(76,012)(105,365)0 
Purchases of investments(7,500)0 0 
Purchases of strategic investments(2,200)0 (2,500)
Net cash used in investing activities(87,894)(116,203)(11,142)
Cash flows from financing activities:
Payments of debt0 0 (233,293)
Fees from debt refinancing0 0 (300)
Proceeds related to the issuance of common stock under stock and employee benefit plans8,737 4,736 20,419 
Shares repurchased for tax withholdings upon vesting of stock-based awards(9,920)(24,522)(50,520)
Acquisition of treasury stock from tender offer0 0 (503,393)
Acquisition of treasury stock(42,312)(182,190)(74,421)
Net cash used in financing activities(43,495)(201,976)(841,508)
Net cash used in continuing operations$(151,949)$(346,754)$(854,628)
F-25

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Dollars in thousands)
For the twelve months ended
March 31,
202120202019
Cash flows from discontinued operations:
From operating activities0 (207)(458,525)
From investing activities0 18,582 2,236,530 
Effect of exchange rate changes on cash0 0 (172)
Net cash provided by discontinued operations0 18,375 1,777,833 
Effect of exchange rate changes on cash1,010 (468)(1,750)
Net change in cash, cash equivalents and restricted cash(150,939)(328,847)921,455 
Cash, cash equivalents and restricted cash at beginning of period732,626 1,061,473 140,018 
Cash, cash equivalents and restricted cash at end of period$581,687 $732,626 $1,061,473 
Supplemental cash flow information:
Cash paid (received) for income taxes, net$(2,911)$(7,344)439,542 
See accompanying notes to consolidated financial statements.

F-26

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1.    ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Description of Business -

On September 20, 2018, we implemented a holding company reorganization, as a result of which Acxiom Holdings, Inc. became the successor issuer to Acxiom Corporation. On October 1, 2018, we changed our name to LiveRamp Holdings, Inc. ("LiveRamp"). References to "we", "us", "our" or the "Company" for events that occurred prior to September 20, 2018 refer to Acxiom Corporation and its subsidiaries; for events that occurred from September 20, 2018 to October 1, 2018, to Acxiom Holdings, Inc. and its subsidiaries; and for events after October 1, 2018, to LiveRamp Holdings, Inc. and Subsidiaries.

LiveRamp is a global technology company with a vision of making it safe and easy for companies to use data effectively. We provide a best-in-class enterprise data connectivity 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.

LiveRamp is a Delaware corporation headquartered in San Francisco, California. Our common stock is listed on the New York Stock Exchange under the symbol “RAMP.” We serve a global client base from locations in the United States, Europe, and the Asia-Pacific (“APAC”) region. Our direct client list includes many of the world’s largest and best-known brands across most major industry verticals, including but not limited to financial, insurance and investment services, retail, automotive, telecommunications, high tech, consumer packaged goods, healthcare, travel, entertainment, non-profit, and government. Through our extensive reseller and partnership network, we serve thousands of additional companies, establishing LiveRamp as a foundational and neutral enabler of the customer experience economy.

Basis of Presentation and Principles of Consolidation -

The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries, after elimination of all significant intercompany accounts and transactions. We have prepared the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) as set forth in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification and Updates (“ASC” and "ASU") and we consider the various staff accounting bulletins and other applicable guidance issued by the United States Securities and Exchange Commission ("SEC"). Our fiscal year ends on March 31. References to fiscal 2021, for example, are to the fiscal year ended March 31, 2021.

Use of Estimates -

In preparing consolidated financial statements and related disclosures in conformity with GAAP and pursuant to the rules and regulations of the SEC, we must make estimates and judgments that affect the amounts reported in the consolidated financial statements and accompanying notes. Estimates are used in determining, among other items, revenue recognition criteria, allowance for doubtful accounts, the fair value of acquired assets and assumed liabilities, restructuring and impairment accruals, litigation and facilities lease loss accruals, stock-based compensation, and the recognition and measurement of current and deferred income taxes, including the measurement of uncertain tax positions.

F-27

Risks and Uncertainties -

Due to the COVID-19 Coronavirus pandemic ("COVID-19" or "COVID-19 pandemic"), there has been uncertainty and disruption in the global economy and financial markets. We are not aware of any specific event or circumstance that would require an update to our estimates or judgments or a revision of the carrying value of our assets or liabilities as of March 31, 2021. While there was not a material impact to our consolidated financial statements for the fiscal year ended March 31, 2021, estimates may change as new events occur and additional information is obtained, as well as other factors related to the COVID-19 pandemic that could result in material impacts to our consolidated financial statements in future reporting periods.

Operating Segments -

The Company operates as 1 operating segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by our Chief Operating Decision Maker ("CODM"). Our Chief Executive Officer is our CODM. Our CODM evaluates our financial information and resources and assesses the performance of these resources on a consolidated basis. Since we operate as 1 operating segment, all required financial segment information can be found in the consolidated financial statements.

Discontinued Operations -

Discontinued operations comprise those activities that have been disposed of during the period or that have been classified as held for sale at the end of the period and represent a separate major line of business or geographical area that can be clearly distinguished for operational and financial reporting purposes. In fiscal 2019, the Company sold its Acxiom Marketing Solutions business (“AMS”) and began reporting the results of operations, cash flows and the balance sheet amounts pertaining to AMS as a component of discontinued operations in the consolidated financial statements. The amount recorded in fiscal 2020 relates to the final working capital true-up and receipt of final proceeds.

Unless otherwise indicated, information in the notes to the consolidated financial statements relates to continuing operations.
F-28

Earnings (Loss) per Share -

A reconciliation of the numerator and denominator of basic and diluted earnings (loss) per share is shown below (in thousands, except per share amounts):
Year ended March 31,
202120202019
Basic earnings (loss) per share:
Net loss from continuing operations$(90,268)$(125,261)$(133,947)
Earnings from discontinued operations, net of tax0 750 1,162,494 
Net earnings (loss)$(90,268)$(124,511)$1,028,547 
Basic weighted-average shares outstanding66,304 67,760 75,020 
Continuing operations$(1.36)$(1.85)$(1.79)
Discontinued operations0 0.01 15.50 
Basic earnings (loss) per share$(1.36)$(1.84)$13.71 
Diluted earnings (loss) per share:
Basic weighted-average shares outstanding66,304 67,760 75,020 
Dilutive effect of common stock options and restricted stock as computed under the treasury stock method (1)0 0 0 
Diluted weighted-average shares outstanding66,304 67,760 75,020 
Continuing operations$(1.36)$(1.85)$(1.79)
Discontinued operations0 0.01 15.50 
Diluted earnings (loss) per share$(1.36)$(1.84)$13.71 

(1) The number of common stock options and restricted stock units as computed under the treasury stock method for continuing operations that would have otherwise been dilutive but are excluded from the table above because their effect would have been anti-dilutive due to the net loss position of the Company were 2.7 million, 2.4 million, and 3.4 million for the years ended March 31, 2021, 2020, and 2019, respectively.

Restricted stock units that were outstanding during the periods presented but were not included in the computation of diluted earnings per share because the effect was anti-dilutive are shown below (in thousands, except per share amounts):
Year ended March 31,
202120202019
Number of shares underlying restricted stock units90 1,368 227 

Significant Accounting Policies

Cash and Cash Equivalents -

The Company considers all highly-liquid investments purchased with original maturities of three months or less to be cash equivalents. Cash and cash equivalents consist of cash held in bank deposit accounts and short-term, highly-liquid money-market fund investments with remaining maturities of three months or less at the date of purchase.

F-29

Revenue Recognition -

LiveRamp recognizes revenue from the following sources: (i) subscription revenue, which consists primarily of subscription fees from clients accessing our LiveRamp platform; and (ii) marketplace and other revenue, which primarily consists of revenue-sharing fees generated from access to data through our LiveRamp Data Marketplace, and transactional usage-based revenue from arrangements with certain publishers and addressable TV providers.

We determine revenue recognition through the following steps:

•Identification of the contract, or contracts, with a customer;
•Identification of the performance obligations in the contract;
•Determination of the transaction price;
•Allocation of the transaction price to the performance obligations in the contract; and
•Recognition of revenue when, or as, the performance obligations are satisfied.

Identification of the contract

We consider the terms and conditions of the contract and our customary business practices when identifying our contracts under ASC 606. We determine we have a contract with a customer when the contract or contract modification is approved and the parties are committed to performing their respective obligations, we can identify each party's rights regarding the services to be transferred, we can identify the payment terms for the services, we have determined the contract has commercial substance, and we have determined that collection of at least some of the contract consideration is probable. At contract inception we evaluate whether two or more contracts should be combined and accounted for as a single contract and whether the single or combined contract includes one or multiple performance obligations. We apply judgment in determining the customer's ability to pay, which is based on a variety of factors, including the customer's historical payment experience or, in the case of a new customer, credit and financial information pertaining to the customer.

Identification of the performance obligations

As part of accounting for arrangements with multiple performance obligations, we must assess whether each performance obligation is distinct. A good or service that is promised to a customer is distinct if the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer, and a company's promise to transfer the good or service to the customer is separately identifiable from other promises in the contract. We have determined that our subscriptions to the platform are a distinct performance obligation and access to data for revenue-sharing and usage-based arrangements is a distinct performance obligation because, once a customer has access to the platform, the service is fully functional and does not require any additional development, modification, or customization.

Determination of the transaction price

The transaction price is the amount of consideration we expect to be entitled to in exchange for transferring services to a customer, excluding sales taxes that are collected on behalf of government agencies. Variable consideration is assessed and included in the transaction price if, in our judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. None of our contracts contain a significant financing component.

Allocation of the transaction price to the performance obligations in the contract

If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each distinct performance obligation based on the standalone selling price ("SSP") of each service. We generally determine the SSP based on contractual selling prices when the obligation is sold on a standalone basis, as well as market conditions, competition, and pricing practices. As pricing and marketing strategies evolve, we may modify our pricing practices in the future, which could result in changes to SSP.

F-30

Recognition of revenue when, or as, the performance obligations are satisfied

Revenues are recognized when or as control of the promised services is transferred to customers. Subscription revenue is generally recognized ratably over the subscription period beginning on the date the services are made available to customers. Marketplace and other revenue is typically transactional in nature, tied to a revenue share or volumes purchased. We report revenue from Data Marketplace and other similar transactions on a net basis because our performance obligation is to facilitate a transaction between data providers and data buyers, for which we earn a portion of the gross fee. Consequently, the portion of the gross amount billed to data buyers that is remitted to data providers is not reflected as revenues.

Accounts Receivable

Accounts receivable includes amounts billed to customers as well as unbilled amounts recognized in accordance with the Company’s revenue recognition policies. Unbilled amounts included in trade accounts receivable, net, which generally arise from the performance of services to customers in advance of billings, were $8.0 million at March 31, 2021 and $5.0 million at March 31, 2020.

Trade accounts receivable are presented net of allowances for credit losses, returns and credits based on the probability of future collections. The probability of future collections is based on specific considerations of historical loss patterns and an assessment of the continuation of such patterns based on past collection trends and known or anticipated future economic events that may impair collectability. Accounts receivable that are determined to be uncollectible are charged against the allowance for doubtful accounts. Indicators that there is no reasonable expectation of recovery include past due status greater than 360 days or bankruptcy of the debtor.

We are monitoring the impacts from the COVID-19 pandemic on our customers and various counterparties, and have considered these risks in establishing our reserve balance as of March 31, 2021 and 2020, respectively.

A summary of the activity of the allowance for credit losses, returns and credits was (dollars in thousands):

For the twelve months ended:Balance at beginning of periodAdditions charged to costs and expensesOther changesBad debts written off, net of amounts recoveredBalance at end of period
March 31, 2019$3,182 3,069 (92)(3,152)$3,007 
March 31, 2020$3,007 7,133 86 (2,651)$7,575 
March 31, 2021$7,575 2,915 108 (2,981)$7,617 

Deferred Revenue

Deferred revenue consists of amounts billed in excess of revenue recognized. Deferred revenues are subsequently recorded as revenue when earned in accordance with the Company’s revenue recognition policies.

Deferred Commissions, net -

The Company capitalizes incremental costs to acquire contracts and amortizes them on a straight-line basis over the expected period of benefit, which we have determined to be four years. Net capitalized costs of $6.6 million and $5.3 million were recognized as a reduction of operating expense for the years ended March 31, 2021 and 2020, respectively. We did not recognize any impairment charges in fiscal 2021, 2020, or 2019.

Property and Equipment -

Property and equipment are stated at cost. Depreciation and amortization are calculated on the straight-line method over the estimated useful lives of the assets as follows: leasehold improvements, 5 - 7 years; data processing equipment, 2 - 5 years, and office furniture and other equipment, 3 - 7 years.

F-31

Operating Leases -

On April 1, 2019, the Company adopted ASU No. 2016-02, codified as ASC 842 Leases, using the modified retrospective transition method. The Company elected the transition option provided by ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, to not restate comparative periods, but rather to initially adopt the requirements of ASC 842 on April 1, 2019. The resulting impact, as of the adoption date, was the recognition of right-of-use assets included in other assets, net of $22.9 million, short-term lease liabilities included in other accrued expenses of $8.4 million, long-term lease liabilities included in other liabilities of $17.9 million, and a decrease to deferred rent included in other liabilities of $3.4 million. There was no material impact to the consolidated statements of operations or stockholders' equity as a result of adopting the new guidance.

The Company applied the new standard using the practical expedients permitted under the transition guidance where the Company:

•did not reassess whether any expired or existing contracts contain a lease;
•did not reassess the classification of existing leases; and
•did not reassess initial direct costs for any existing leases.

Right-of-use assets represent the Company's right to control the use of an identified asset for a period of time, or term, in exchange for consideration, and operating lease liabilities represent its obligation to make lease payments arising from the aforementioned right.

The Company determines if an arrangement is, or contains, a lease at inception, and whether lease and non-lease components are combined or not. Operating leases with a duration of one year or less are excluded from right-of-use assets and lease liabilities and related expense is recorded as incurred. Right-of-use assets and lease liabilities are initially recorded based on the present value of lease payments over the lease term, which includes the minimum unconditional term of the lease, and may include options to extend or terminate the lease when it is reasonably certain at the commencement date that such options will be exercised. As the rate implicit for each of the Company's leases is not readily determinable, the Company uses its incremental borrowing rate at commencement date in determining the present value of lease payments. The Company uses judgement in determining its incremental borrowing rate, which includes selecting a yield curve based on a hypothetical credit rating. Right-of-use assets also include any initial direct costs and any lease payments made prior to the lease commencement date and are reduced by any lease incentives received. Right-of-use assets are included in other assets in the consolidated balance sheet. Short-term lease liabilities are included in other accrued expenses and long-term lease liabilities are included in other liabilities in the consolidated balance sheet. Right-of-use assets are amortized on a straight-line basis as operating lease cost in the consolidated statements of operations.

Business Combinations –

We apply the provisions of ASC 805, Business Combinations, in accounting for acquisitions. ASC 805 requires us to determine if assets or a business was acquired. If a business was acquired, it requires us to recognize separately from goodwill the fair value of the assets acquired and the liabilities assumed at the acquisition date. Goodwill as of the acquisition date is measured as the excess of the fair value of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as any contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we record adjustments resulting from new information about facts and circumstances that existed at the acquisition date and falls within the measurement period to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of operations.
F-32


Goodwill -

Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business acquisitions accounted for using the acquisition method of accounting and is not amortized. Goodwill is measured and tested for impairment on an annual basis in the first quarter of the Company's fiscal year in accordance with ASC 350, Intangibles-Goodwill and Other, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Such events and changes may include: significant changes in performance related to expected operating results, significant changes in asset use, significant changes in asset use, significant negative industry or economic trends, and changes in our business strategy.

Our test for goodwill impairment starts with a qualitative assessment to determine whether it is necessary to perform the quantitative goodwill impairment test. If qualitative factors indicate that the fair value of the reporting unit is more likely than not less than its carrying amount, then a quantitative goodwill impairment test is performed. For the purposes of impairment testing, we have determined that we have 3 reporting units. We completed our annual impairment test during the first quarter of fiscal 2021. We did not recognize any goodwill impairment charges in fiscal 2021, 2020 or 2019.

Intangible Assets -

We amortize intangible assets with finite lives over their estimated useful lives and review them for impairment whenever an impairment indicator exists. We continually monitor events and changes in circumstances that could indicate carrying amounts of our long-lived assets, including our intangible assets, may not be recoverable. When such events or changes in circumstances occur, we assess recoverability by determining whether the carrying value of such assets will be recovered through the undiscounted expected future cash flows. If the future undiscounted cash flows are less than the carrying amount of these assets, we recognize an impairment loss based on any excess of the carrying amount over the fair value of the assets. We did not recognize any intangible asset impairment charges in fiscal 2021, 2020 or 2019.

During fiscal 2021, our intangible assets were amortized over their estimated useful lives ranging from two years to six years. Amortization is based on the pattern in which the economic benefits of the intangible asset will be consumed or on a straight-line basis when the consumption pattern is not apparent. The weighted average useful lives of our intangible assets were as follows:
Weighted Average Useful Life (years)
Developed technology3.9
Customer relationships5.3
Publisher and Data Supply relationships5.2

Impairment of Long-lived Assets -

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company considers factors such as operating losses, declining outlooks, and business conditions when evaluating the necessity for an impairment analysis. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to the undiscounted cash flows expected to result from the use and eventual disposition of the asset group. If such assets are impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.

We did not recognize any impairment charges related to long-lived assets in fiscal 2021, 2020 or 2019.

F-33

Fair Value of Financial Instruments -

We apply the provisions of ASC 820, Fair Value Measurement, to our assets and liabilities that we are required to measure at fair value pursuant to other accounting standards. The additional disclosure regarding our fair value measurements is included in Note 18 - Fair Value of Financial Instruments.

Concentration of Credit Risk and Significant Customers -

Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents and trade accounts receivable.

The Company maintains deposits in federally insured financial institutions more than federally insured limits. Management, however, believes the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held.

The Company has no significant off-balance sheet risk such as foreign exchange contracts, options contracts, or other hedging arrangements.

The Company’s trade accounts receivables are from a large number of customers. Accordingly, the Company’s credit risk is affected by general economic conditions.

At March 31, 2021 there were no customers that represented more than 10% of the trade accounts receivable balance. Our ten largest clients represented approximately 33% of our revenues in fiscal year 2021. One client, The Interpublic Group of Companies, accounted for 11%of our revenues in fiscal year 2021.

Income Taxes -

The Company and its domestic subsidiaries file a consolidated federal income tax return. The Company’s foreign subsidiaries file separate income tax returns in the countries in which their operations are based.

The Company makes estimates and judgments in determining the provision for income taxes for financial statement purposes. These estimates and judgments occur in the calculation of tax credits, benefits, and deductions, and in the calculation of certain deferred tax assets and liabilities that arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes, as well as the interest and penalties related to uncertain tax positions. Significant changes in these estimates may result in an increase or decrease to the tax provision in a subsequent period. The Company assesses the likelihood that it will be able to recover its deferred tax assets. If recovery is not likely, the Company increases the provision for taxes by recording a valuation allowance against the deferred tax assets that it estimates will not ultimately be recoverable.

The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations. The Company recognizes liabilities for uncertain tax positions based on a two-step process pursuant to ASC 740, Income Taxes. The first step is to evaluate the tax position for recognition by determining whether the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. If the Company determines that a tax position will more likely than not be sustained on audit, the second step requires the Company to estimate and measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as the Company must determine the probability of various outcomes.

The Company re-evaluates these uncertain tax positions on a quarterly basis. This evaluation is based on factors such as changes in facts or circumstances, changes in tax law, new audit activity, and effectively settled issues. Determining whether an uncertain tax position is effectively settled requires judgment. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision.

F-34

On March 27, 2020, the U.S. enacted The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). The CARES Act included several significant changes and clarifications to existing tax law, including changes to the treatment of net operating losses (“NOLs”). Under the CARES Act, NOLs arising in tax years beginning after December 31, 2017, and before January 1, 2021 may be carried back to each of the five tax years preceding the tax year of the net loss. As such, the Company plans to carry back its fiscal 2021 NOL, resulting in an expected refund of approximately $28 million in fiscal 2022. The Company was also able to carry back its fiscal 2020 NOL, resulting in an expected refund of approximately $33 million also in fiscal 2022. Both refunds are included in refundable income taxes in the consolidated balance sheets.

Foreign Currency -

The reporting currency of the Company is the U.S. dollar. The functional currency of our foreign operations generally is the applicable local currency for each foreign subsidiary. The balance sheets of the Company’s foreign subsidiaries are translated at period-end rates of exchange, and the statements of operations are translated at the average exchange rate for the period. The effects of foreign currency translation adjustments are included in accumulated other comprehensive income in the consolidated statements of equity and comprehensive income (loss). We reflect net foreign exchange transaction gains and losses, resulting from the conversion of the transaction currency to functional currency, as a component of foreign currency exchange gain (loss) in total other income (expense) in the consolidated statements of operations.

Advertising Expense -

Advertising costs are expensed as incurred. Advertising expense was approximately $7.0 million, $9.8 million, and $8.2 million for the fiscal years ended March 31, 2021, 2020 and 2019, respectively. Advertising expense is included in operating expenses in the consolidated statements of operations.

Legal Contingencies -

We are currently involved in various claims and legal proceedings. Quarterly, we review the status of each significant matter and assess our potential financial exposure. We accrue a liability for an estimated loss if the potential loss from any claim or legal proceeding is considered probable, and the amount can be reasonably estimated. Note 13 - Commitments and Contingencies provides additional information regarding certain of our legal contingencies.

Stock-Based Compensation -

The Company records stock-based compensation expense according to the provisions of ASC Topic 718, Compensation – Stock Compensation. ASC Topic 718 requires all stock-based payments to employees, including grants of employee stock options, to be recognized in the statement of operations over the service period of the award based on their fair values. Under the provisions of ASC Topic 718, the Company determines the appropriate fair value model to be used for valuing stock-based payments and the amortization method for compensation cost.

The Company has stock option plans and equity compensation plans (collectively referred to as the “stock-based plans”) administered by the compensation committee of the board of directors (“compensation committee”) under which options and restricted stock units were outstanding as of March 31, 2021.

The Company’s equity compensation plan provides that all associates (employees, officers, directors, affiliates, independent contractors or consultants) are eligible to receive awards (grant of any option, stock appreciation right, restricted stock award, restricted stock unit award, performance award, performance share, performance unit, qualified performance-based award, or other stock unit award) under the plan with the terms and conditions applicable to an award set forth in applicable grant documents.

Incentive stock option awards granted under the stock-based plans cannot be granted with an exercise price less than 100% of the per-share market value of the Company’s shares at the date of grant and have a maximum duration of ten years from the date of grant. Board policy currently requires that non-qualified options also must be priced at or above 100% of the fair market value of the common stock at the time of grant with a maximum duration of ten years.

F-35

Restricted stock units may be issued under the equity compensation plan and represent the right to receive shares in the future by way of an award agreement that includes vesting provisions. Award agreements can further provide for forfeitures triggered by certain prohibited activities, such as breach of confidentiality. All restricted stock units are expensed over the vesting period and adjusted for forfeitures as incurred. The vesting of some restricted stock units is subject to the Company’s achievement of certain performance criteria, as well as the individual remaining employed by the Company for a period of years.

The Company receives income tax deductions because of the exercise of non-qualified stock options and the vesting of other stock-based awards. To the extent the income tax deductions differ from the corresponding stock-based compensation expense, such excess tax benefits and deficiencies are included as a component of income tax expense and reflected as an operating cash flow included in changes in operating assets and liabilities.

Restructuring –

The Company records costs associated with employee terminations and other exit activity in accordance with ASC 420, Exit or Disposal Cost Obligations, depending on whether the costs relate to exit or disposal activities under the accounting standards, or whether they are other post-employment termination benefits. Under applicable accounting standards for exit or disposal costs, the Company records employee termination benefits as an operating expense when the benefit arrangement is communicated to the employee and no significant future services are required. Under the accounting standards related to post employment termination benefits the Company records employee termination benefits when the termination benefits are probable and can be estimated. The Company recognizes the present value of facility lease termination obligations, net of estimated sublease income and other exit costs, when the Company has future payments with no future economic benefit or a commitment to pay the termination costs of a prior commitment. In future periods the Company will record accretion expense to increase the liability to an amount equal to the estimated future cash payments necessary to exit the leases. This requires judgment and management estimation to determine the expected time frame for securing a subtenant, the amount of sublease income to be received and the appropriate discount rate to calculate the present value of the future cash flows. Should actual lease exit costs differ from estimates, the Company may be required to adjust the restructuring charge within gains, losses and other items, net in the consolidated statement of operations in the period any adjustment is recorded. 

Accounting Pronouncements Adopted During the Current Year -
StandardDescriptionDate of AdoptionEffect on Financial Statements or Other Significant Matters
Accounting Standards Update ("ASU") ASU 2018-15
Intangibles-Goodwill and Other-Internal Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract ("ASU 2018-15")
ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software and hosting arrangements that include an internal use software license. Previously, all implementation costs for a hosting arrangement that was a service contract were expensed when incurred.April 1, 2020The effect of prospectively adopting ASU 2018-15 on our consolidated financial statements and related disclosures was not material.
ASU 2018-13
Fair Value Measurement (Topic 820): Disclosure Framework ("ASU 2018-13")
ASU 2018-13 eliminates, modifies and adds disclosure requirements for fair value measurements.April 1, 2020The effect of adopting ASU 2018-13 on our consolidated financial statements and related disclosures was not material.
ASU 2016-13,
Financial Instruments-Credit Losses (Topic 326) ("ASU 2016-13")
ASU 2016-13 introduces new methodology for accounting for credit losses on financial instruments. The guidance establishes a new forward looking "expected loss model" that requires entities to estimate expected credit losses on accounts receivable and other financial instruments by using all practical and relevant information.April 1, 2020The effect of adopting ASU 2016-13 on our consolidated financial statements and related disclosures was not material.
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Recent accounting pronouncements not yet adopted -
StandardDescriptionDate of AdoptionEffect on Financial Statements or Other Significant Matters
ASU 2019-12
Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU 2019-12")
ASU 2019-12 simplifies the accounting for income taxes, eliminates certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for annual periods beginning after December 15, 2020 (fiscal 2022 for the Company), including interim periods within those fiscal years.April 1, 2021The Company does not expect the adoption of this guidance will have a material impact on our consolidated financial statements.

The Company does not anticipate that the adoption of any other recent accounting pronouncements will have a material impact on the Company's consolidated financial position, results of operations or cash flows.


2.    REVENUE FROM CONTRACTS WITH CUSTOMERS:

Disaggregation of Revenue

In the following table, revenue is disaggregated by primary geographical market and major service offerings (dollars in thousands).
Year ended March 31,
Primary Geographical Markets202120202019
United States$415,976 $354,437 $262,135 
Europe22,515 20,789 18,566 
Asia-Pacific ("APAC")4,535 5,346 4,919 
$443,026 $380,572 $285,620 
Major Offerings/Services
Subscription$356,597 $305,679 $236,718 
Marketplace and Other86,429 74,893 48,902 
$443,026 $380,572 $285,620 

Transaction Price Allocated to the Remaining Performance Obligations

We have performance obligations associated with fixed commitments in customer contracts for future services that have not yet been recognized in our consolidated financial statements. The amount of fixed revenue not yet recognized was $371.0 million as of March 31, 2021, of which $255.8 million will be recognized over the next twelve months. The Company expects to recognize revenue on substantially all of these remaining performance obligations by March 31, 2026.

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3.    LEASES:

Right-of-use asset and lease liability balances consist of the following (dollars in millions):
March 31, 2021March 31, 2020
Right-of-use assets included in other assets, net$11.7 $17.8 
Short-term lease liabilities included in other accrued expenses$9.6 $9.6 
Long-term lease liabilities included in other liabilities$4.2 $11.4 

The Company leases its office facilities under non-cancellable operating leases that expire at various dates through fiscal 2025. Certain leases contain provisions for property-related costs that are variable in nature for which the Company is responsible, including common area maintenance and other property operating services. These costs are calculated based on a variety of factors including property values, tax and utility rates, property service fees, and other factors. Operating lease costs were $11.6 million and $10.1 million for the twelve months ended March 31, 2021 and 2020, respectively. Rent expense recorded prior to the adoption of Topic 842 lease guidance was $12.8 million for the fiscal year ended March 31, 2019.

Future minimum payments under all operating leases (including operating leases with a duration of one year or less) as of March 31, 2021 are as follows (dollars in thousands): 
Amount
Fiscal 2022$9,960 
Fiscal 20233,304 
Fiscal 20241,198 
Fiscal 202569 

/s/ John L. Battelle*

DirectorJuly 30, 2018
John L. BattelleTotal undiscounted lease commitments14,531 
Less: Interest and short-term leases766 
Total discounted operating lease liabilities$13,765 

Future minimum payments as of March 31, 2021 related to restructuring plans as a result of the Company's exit from certain leased office facilities (see Note 4) are as follows (dollars in thousands): Fiscal 2022: $2,611; Fiscal 2023: $2,663; Fiscal 2024: $2,698; Fiscal 2025: $2,698; and Fiscal 2026: $1,799.
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4.    RESTRUCTURING, IMPAIRMENT AND OTHER CHARGES:
Restructuring activities result in various costs, including asset write-offs, exit charges including severance, contract termination fees, and decommissioning and other costs. Any impairment of the asset is recognized immediately in the period the plan is approved.

A reconciliation of the beginning and ending restructuring liabilities is shown below for the fiscal years ended March 31, 2021, 2020, and 2019. The restructuring charges and adjustments are included in gains, losses and other items, net in the consolidated statement of operations. The reserve balances are included in other accrued expenses and other liabilities in the consolidated balance sheets (dollars in thousands).
Associate-related
reserves		Lease
accruals		Total
Balances at 3/31/2018542 5,288 5,830 
Restructuring charges and adjustments6,163 1,582 7,745 
Payments(2,110)(1,182)(3,292)
Balances at 3/31/2019$4,595 $5,688 $10,283 
Restructuring charges and adjustments2,291 1,139 3,430 
Payments(6,436)(584)(7,020)
Balances at March 31, 2020$450 $6,243 $6,693 
Restructuring charges and adjustments1,663 62 1,725 
Payments(1,288)(2,387)(3,675)
Balances at March 31, 2021$825 $3,918 $4,743 
Associate-Related Restructuring Plans
During the twelve months ended March 31, 2021, the Company recorded a total of $1.7 million in associate-related restructuring charges and adjustments. The expense included severance and other associate-related charges in the United States and Europe. Of the associate-related charges of $1.7 million, $0.6 million remained accrued as of March 31, 2021 and is expected to be paid out during fiscal 2022.

In fiscal 2020, the Company recorded a total of $2.3 million in associate-related restructuring charges and adjustments. The expense included severance and other associate-related charges in APAC of $0.6 million and adjustments to fiscal 2019 associate-related restructuring plans for associates in the United States of $1.7 million, all of which were paid out in fiscal 2020. The fiscal 2020 associate-related accruals of $0.6 million had a remaining balance of $0.2 million at March 31, 2020. This amount was paid out in fiscal 2021.

In fiscal 2019, the Company recorded a total of $6.1 million in associate-related restructuring charges and adjustments. The expense included severance and other associate-related charges primarily for associates in the United States and APAC. The associate-related accruals of $6.1 million were paid out in fiscal 2020.

Of associate-related accruals for periods before fiscal 2019, $0.2 million remains accrued and is expected to be paid out during fiscal 2022.

Lease-Related Restructuring Plans

In fiscal 2017, the Company made the strategic decision to exit and sub-lease a certain leased office facility under a staggered-exit plan. The full exit was completed in fiscal 2019. We intend to continue subleasing the facility to the extent possible. The liability will be satisfied over the remainder of the leased property's term, which continues through November 2025. Any future changes in the estimates or in the actual sublease income may require future adjustments to the liabilities, which would impact net earnings (loss) in the period the adjustment is recorded. The Company recorded restructuring charge adjustments of $(0.9) million, $1.1 million, and $0.9 million related to this lease during fiscal years 2021, 2020, and 2019, respectively. Through March 31, 2021, the Company has recorded a total of $7.3 million of restructuring charges and adjustments related to this lease. Of the amount accrued for this facility lease, $3.9 million remained accrued at March 31, 2021.

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In addition to the fiscal 2017 restructured lease discussed above, the Company recorded a $1.0 million settlement in fiscal 2021 for an office space lease cancellation that was paid during the quarter ended September 30, 2020, and recorded leasehold improvement write-offs of $0.8 million in fiscal 2019 related to the fiscal 2017 restructured lease.
Gains, Losses and Other Items, net
The following table summarizes the activity included in gains, losses and other items, net in the consolidated statements of operations for each of the periods presented (dollars in thousands): 

Year ended March 31,
202120202019
Restructuring plan charges and adjustments$1,725 $3,430 $7,745 
Early contract terminations0 908 12,188 
Other990 663 0 
$2,715 $5,001 $19,933 


5.    ACQUISITIONS:

DataFleets

On February 17, 2021, the Company acquired DataFleets, a cloud data platform that enables data silos to be unified without moving data or compromising privacy. This acquisition expands LiveRamp's data protection capabilities to unlock greater data access and control for its customers. In addition, the deal opens up new use cases as well as new markets for distributed data collaboration through LiveRamp Safe Haven. The Company has included the financial results of DataFleets in the consolidated financial statements as of the fourth quarter of fiscal 2021. The acquisition date fair value of the consideration for DataFleets was approximately $67.2 million, which consisted of the following (dollars in thousands):

Cash, net of $2.1 million cash acquired$58,264 
Restricted cash held in escrow8,900 
Total fair value of consideration transferred$67,164 

On the acquisition date, the Company delivered $8.9 million of cash to an escrow agent according to the terms of the purchase agreement. The principal escrow is owned by the Company until funds are delivered to the DataFleets sellers one year from the acquisition date. All interest and earnings on the principal escrow amount remain the property of the Company.

The total fair value of replacement stock options issued was $2.9 million for future services and will be expensed over the future requisite service periods.

In connection with the DataFleets acquisition, the Company agreed to pay $18.1 million to certain key employees (see "Consideration Holdback' in Note 14). The consideration holdback is payable in 3 equal, annual increments, based on the anniversary dates of the acquisition, and is payable in shares of Company common stock. The number of shares to be issued annually will vary based on the market price of the shares on the date of issuance. The consideration holdback is not part of the purchase price, as vesting is dependent on continued employment of the key employees. It will be recorded as non-cash stock-based compensation expense over the three-year earning period.

The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the date of acquisition (dollars in thousands):
F-40

February 17, 2021
Assets acquired:
Cash$2,099 
Goodwill56,436 
Intangible assets11,400 
Other current and noncurrent assets1,119 
Total assets acquired71,054 
Deferred income taxes(1,716)
Accounts payable and accrued expenses(75)
Net assets acquired69,263 
Less:
Cash acquired(2,099)
Net purchase price allocated67,164 
Less:
Restricted cash held in escrow(8,900)
Net cash paid in acquisition$58,264 

The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill and is primarily attributed to expectations to the development of future technology. The goodwill balance is not deductible for U.S. income tax purposes. The Company initially recognized the assets and liabilities acquired based on its preliminary estimates of their fair values as of the acquisition date.As additional information becomes known concerning the acquired assets and assumed liabilities, management may make adjustments to the opening balance sheet of the acquired company up to the end of the measurement period, which is not longer than a one-year period following the acquisition date.The determination of the fair values of the acquired assets and liabilities assumed (and the related determination of the estimated lives of depreciable tangible and identifiable intangible assets) requires significant judgment.As of March 31, 2021, the Company has not completed its analysis of deferred income taxes.The fair value currently assigned to deferred income taxes was based on the information that was available as of the date of the acquisition. The Company expects to finalize the deferred income taxes as soon as practicable.

The amounts allocated to intangible assets in the table above included developed technology, and customer relationships/trade name. Intangible assets are being amortized on a straight-line basis over the estimated useful lives. The following table presents the components of intangible assets acquired and their estimated useful lives as of the acquisition date (dollars in thousands):
Useful life
Fair value(in years)
Developed technology$11,000 4
Customer relationships/trade names400 2
Total intangible assets$11,400 

The Company has omitted pro forma disclosures related to this acquisition date as the pro forma effect of this acquisition is not material.

Acuity Data

On July 16, 2020, the Company completed the acquisition of Acuity Data, a team of global retail and consumer packaged goods ("CPG") experts, for approximately $2.9 million in cash. The acquisition also included a three-year performance plan having a maximum potential attainment of $5.1 million that would be recorded as non-cash stock-based compensation expense if achieved. The acquisition strengthens the retail analytics capabilities of our Safe Haven platform by enabling better reporting, insights, and collaboration for retailers and CPG companies, bridging the gap between trade and media by bringing consumers' digital signals and retail transaction data together in a privacy-conscious manner.

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The following table summarizes the fair value of assets acquired and liabilities assumed as of the date of acquisition (dollars in thousands):
July 16, 2020
Assets acquired:
Cash$184 
Trade accounts receivable156 
Goodwill2,011 
Intangible assets1,100 
Other current and noncurrent assets43 
Total assets acquired3,494 
Deferred income taxes(288)
Accounts payable and accrued expenses(89)
Net assets acquired3,117 
Less:
Cash acquired(184)
Net cash paid$2,933 

The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill and is primarily attributed to the development of future technology and products, development of future customer relationships, and the Acuity assembled workforce. The Company has omitted pro forma disclosures related to this acquisition as the pro forma effect of this acquisition is not material.

Data Plus Math

On July 2, 2019, the Company closed its acquisition of Data Plus Math Corporation ("DPM"), a media measurement company that works with brands, agencies, cable operators, streaming TV services and networks to tie cross-screen ad exposure with real-world outcomes. The Company has included the financial results of DPM in the consolidated financial statements from the acquisition date. The acquisition date fair value of the consideration for DPM was approximately $118.0 million, which consisted of the following (dollars in thousands):

/s/ Timothy R. Cadogan*

Cash, net of $0.4 million cash acquired		Director$100,886 July 30, 2018
Timothy R. CadoganRestricted cash held in escrow14,815 
Fair value of replacement stock options considered a component of purchase price2,300 
Total fair value of consideration transferred$118,001 

On the acquisition date, the Company delivered $14.8 million of cash to an escrow agent according to the terms of the purchase agreement. The principal escrow amount was owned by the Company until funds were delivered to the DPM sellers in the second quarter of fiscal 2021. All interest and earnings on the principal escrow amount remained the property of the Company.

The total fair value of the replacement stock options issued was $7.4 million of which $2.3 million was allocated to the purchase consideration and $5.1 million was allocated to future services and will be expensed over the future requisite service periods (see Note 14).

In connection with the DPM acquisition, the Company agreed to pay $24.7 million to certain key employees (see "Consideration Holdback" in Note 14). The consideration holdback is payable in 3 equal, annual increments, based on the anniversary dates of the acquisition, and is payable in shares of Company common stock. The number of shares to be issued annually will vary depending on the market price of the shares on the date of issuance. The consideration holdback is not part of the purchase price, as vesting is dependent on continued employment of the key employees. It will be recorded as non-cash stock-based compensation expense over the three-year earning period.

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The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of acquisition (dollars in thousands):

DirectorJuly 30, 2018
William T. Dillard II

/s/ Richard P. Fox*

DirectorJuly 30, 2018
Richard P. Fox

/s/ Jerry D. Gramaglia*

Director(Non-Executive Chairman of the Board)July 30, 2018
Jerry D. Gramaglia

/s/ William J. Henderson*

DirectorJuly 30, 2018
William J. Henderson

/s/ Scott E. Howe*

Director, CEO & President (principal executive officer)July 30, 2018
Scott E. Howe

/s/ Clark M. Kokich*

DirectorJuly 30, 2018
Clark M. Kokich

/s/ Debora B. Tomlin*

DirectorJuly 30, 2018
Debora B. Tomlin

/s/ Warren C. Jenson

Chief Financial Officer & Executive Vice PresidentJuly 30, 2018
Warren C. Jenson(principal financial and accounting officer)

*By:

/s/ Catherine L. Hughes

July 2, 2019
Assets acquired:
Cash$438 
Trade accounts receivable957 
Goodwill90,619 
Intangible assets34,000 
Other current and noncurrent assets1,186 
Total assets acquired127,200 
Deferred income taxes(6,034)
Accounts payable and accrued expenses(2,727)
Net assets acquired118,439 
Less:
Cash acquired(438)
Net purchase price allocated118,001 
Less:
Restricted cash held in escrow(14,815)
Fair value of replacement stock options considered a component of purchase price(2,300)
Net cash paid in acquisition$100,886 

The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill and is primarily attributed to expectations to development of future technology and products, development of future customer relationships, and the DPM's assembled workforce. The goodwill balance is not deductible for U.S. income tax purposes.

The amounts allocated to intangible assets in the table above included developed technology, data supply relationships, customer relationships, and trademarks. Intangible assets are being amortized on a straight-line basis over the estimated useful lives. The following table presents the components of intangible assets acquired and their estimated useful lives as of the acquisition date (dollars in thousands):
Useful life
Fair value(in years)
Developed technology$11,000 4
Data supply relationships16,000 4
Customer relationships6,000 4
Trademarks1,000 2
Total intangible assets$34,000 

The Company has omitted disclosures of revenue and net loss of the acquired company from the acquisition date as the amounts are not material.

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The unaudited pro forma financial information in the table below summarizes the combined results of operations for LiveRamp and DPM for the purposes of unaudited pro forma financial information disclosure as if the companies were combined as of the beginning of fiscal 2019. The unaudited pro forma financial information for all periods presented included the business combination accounting effects resulting from these acquisitions, including amortization charges from acquired intangible assets, stock-based compensation charges for unvested restricted stock-based awards and stock options assumed, if any, and the related tax effects as though the aforementioned companies were combined as of the beginning of fiscal 2019. The pro forma financial information as presented below is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisitions had taken place at the beginning of fiscal 2019.

The unaudited pro forma financial information for the years ended March 31, 2020 and 2019, respectively, combined the historical results of LiveRamp for the years ended March 31, 2020 and 2019 and the historical results of DPM for the years ended December 31, 2019 and 2018 (adjusted due to differences in reporting periods) and the effects of the pro forma adjustments listed above. The unaudited pro forma financial information was as follows (dollars in thousands, except per share data):
Year ended March 31,
20202019
Revenues$381,501 $287,467 
Net earnings (loss)$(129,211)$1,010,241 
Basic earnings (loss) per share$(1.91)$13.47 
Diluted earnings (loss) per share$(1.91)$13.47 

Faktor

On April 2, 2019, the Company acquired all of the outstanding shares of Faktor B.V. ("Faktor"). Faktor is a global consent management platform that allows consumers to control how their data is collected, used, and transferred for usage to another party. Faktor's platform provides individuals with notice and choice on websites and mobile apps and allows them to opt-in or opt-out via a visible banner on the page. The Company paid approximately $4.5 million in cash for the acquired shares. The Company has omitted pro forma disclosures related to this acquisition as the pro forma effect of this acquisition is not material. The results of operations for the acquisition are included in the Company's consolidated results beginning April 2, 2019.

The following table presents the purchase price allocation related to assets acquired and liabilities assumed (dollars in thousands):
Catherine L. HughesApril 2, 2019
Assets acquired:
Cash$35 
Trade accounts receivable63 
Goodwill3,110 
Intangible assets1,700 
Other current and noncurrent assets126 
Total assets acquired5,034 
Deferred income taxes(194)
Accounts payable and accrued expenses(326)
Net assets acquired4,514 
Less:
Cash acquired(35)
Net cash paid$4,479 

The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill and is primarily attributed to development of future technology and products, development of future customer relationships, and the Faktor assembled workforce.

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6.    DISCONTINUED OPERATIONS:
Acxiom Marketing Solutions ("AMS") business

During fiscal 2019, the Company completed the sale of its AMS business to The Interpublic Group of Companies, Inc. (“IPG”) for $2.3 billion in cash. The business qualified for treatment as discontinued operations during fiscal 2019. At the closing of the transaction, the Company received total consideration of $2.3 billion ($2.3 billion stated sales price less closing adjustments, transaction costs and other items of $49.0 million). Additionally, the Company applied $230.5 million of proceeds from the sale to repay outstanding Company debt and related interest. The Company reported a gain of $1.7 billion on the sale, which was included in earnings from discontinued operations, net of tax.

Summary results of operations for AMS for the fiscal years ended March 31, 2020 and 2019 are segregated and included in earnings from discontinued operations, net of tax, in the consolidated statements of operations.

The following is a reconciliation of the major classes of line items constituting earnings from discontinued operations, net of tax (dollars in thousands):
Year ended March 31,
20202019
Revenues$0 $332,185 
Cost of revenue0 213,512 
Gross profit0 118,673 
Operating expenses:
Research and development0 21,621 
Sales and marketing0 60,743 
General and administrative0 71,500 
Gains, losses and other items, net(957)(1,673,636)
Total operating expenses(957)(1,519,772)
Income from discontinued operations957 1,638,445 
Interest expense0 (5,702)
Other, net0 97 
Earnings from discontinued operations before income taxes957 1,632,840 
Income taxes207 470,346 
Earnings from discontinued operations, net of tax$750 $1,162,494 

7.    OTHER CURRENT AND NONCURRENT ASSETS:
Other current assets consist of the following (dollars in thousands): 
March 31, 2021March 31, 2020
Prepaid expenses and other$30,791 $13,385 
Receivable for cash settlement of withheld income tax withholdings on equity award9,923 7,658 
Certificates of deposit7,500 0 
Assets of non-qualified retirement plan15,838 11,623 
Other current assets$64,052 $32,666 
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Other noncurrent assets consist of the following (dollars in thousands): 
March 31, 2021March 31, 2020
Long-term prepaid data revenue share$8,127 $0 
Right-of-use asset (see Note 3)11,731 17,830 
Deferred tax asset663 852 
Deposits2,745 2,562 
Strategic investments (see Note 18)5,700 3,500 
Other miscellaneous noncurrent assets1,888 2,421 
Other assets, net$30,854 $27,165 

8.    PROPERTY AND EQUIPMENT:

Property and equipment is summarized as follows (dollars in thousands):
March 31, 2021March 31, 2020
Leasehold improvements$26,024 $25,614 
Data processing equipment9,053 9,499 
Office furniture and other equipment9,207 9,673 
44,284 44,786 
Less accumulated depreciation and amortization32,327 25,465 
$11,957 $19,321 

Depreciation expense on property and equipment was $8.9 million, $15.3 million, and $15.6 million for fiscal years ended March 31, 2021, 2020, and 2019, respectively. Depreciation expense in fiscal 2020 and 2019 included $3.6 million and $3.8 million, respectively, of accelerated depreciation expense associated with the reduced useful life of certain IT equipment in connection with the Company's migration to a cloud-based data center solution.


9.    GOODWILL:

Changes in goodwill for the years ended March 31, 2021 and 2020 was as follows (dollars in thousands):
Attorney-in-FactTotal
Balance at March 31, 2019$204,656 
Acquisition of Faktor3,110 
Acquisition of DPM90,619 
Change in foreign currency translation adjustment(589)
Balance at March 31, 2020$297,796 
Acquisition of Acuity Data2,011 
Acquisition of DataFleets56,436 
Change in foreign currency translation adjustment1,203 
Balance at March 31, 2021$357,446 

64

Goodwill by geography as of March 31, 2021 was: 
Total
U.S.$353,914 
APAC3,532 
Balance at March 31, 2021$357,446 

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10.    INTANGIBLE ASSETS:

The amounts allocated to intangible assets from acquisitions include developed technology, customer relationships, trade names, and publisher and data supply relationships.  The following table shows the amortization activity of intangible assets (dollars in thousands):
March 31, 2021March 31, 2020
Developed technology, gross$78,547 $66,451 
Accumulated amortization(60,424)(54,713)
Net developed technology$18,123 $11,738 
Customer relationship/Trade name, gross$43,506 $42,993 
Accumulated amortization(37,510)(33,109)
Net customer/trade name$5,996 $9,884 
Publisher/Data supply relationships, gross$39,800 $39,800 
Accumulated amortization(24,189)(16,222)
Net publisher relationship$15,611 $23,578 
Total intangible assets, gross$161,853 $149,244 
Total accumulated amortization(122,123)(104,044)
Total intangible assets, net$39,730 $45,200 

Total amortization expense related to intangible assets was $18.0 million, $19.0 million, and $15.9 million fiscal years ended March 31, 2021, 2020, and 2019, respectively.

The following table presents the estimated future amortization expenses related to purchased intangible assets (dollars in thousands):

Fiscal Year:
202217,401 
202314,956 
20244,945 
20252,428 
$39,730 

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11.    OTHER ACCRUED EXPENSES:
Other accrued expenses consist of the following (dollars in thousands):
March 31, 2021March 31, 2020
Liabilities of non-qualified retirement plan$15,838 $11,623 
Accrued Data Marketplace expenses15,818 12,023 
Short-term lease liabilities (see Note 3)9,608 9,641 
PDP performance plan liability (see Note 14)0 16,318 
DPM consideration holdback (see Note 14)6,092 6,185 
Acuity performance earnout liability (see Note 14)2,208 0 
DataFleets consideration holdback (see Note 14)755 0 
Other miscellaneous accrued expenses8,034 13,201 
Other accrued expenses$58,353 $68,991 


12.    OTHER LIABILITIES:

Other liabilities consist of the following (dollars in thousands):

March 31, 2021March 31, 2020
Uncertain tax positions26,156 25,007 
Long-term leases liabilities (see Note 3)4,158 11,449 
Restructuring accruals4,510 6,839 
Other7,565 9,700 
Other liabilities$42,389 $52,995 


13.     COMMITMENTS AND CONTINGENCIES:
Legal Matters
The Company is involved in various claims and legal proceedings that arise in the ordinary course of business. Management routinely assesses the likelihood of adverse judgments or outcomes to these matters, as well as ranges of probable losses, to the extent losses are reasonably estimable. The Company records accruals for these matters to the extent that management concludes a loss is probable and the financial impact, should an adverse outcome occur, is reasonably estimable. These accruals are adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertinent to a particular matter. These accruals are reflected in the Company’s consolidated financial statements. In management’s opinion, the Company has made appropriate and adequate accruals for these matters, and management believes the probability of a material loss beyond the amounts accrued to be remote. However, the ultimate liability for these matters is uncertain, and if accruals are not adequate, an adverse outcome could have a material effect on the Company’s consolidated financial condition or results of operations. The Company maintains insurance coverage above certain limits.

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Commitments

The following table presents the Company’s purchase commitments at March 31, 2021.  Purchase commitments primarily include contractual commitments for the purchase of data, hosting services and software as a service arrangements. The table does not include the future payment of liabilities related to uncertain tax positions of $26.2 million as the Company is not able to predict the periods in which the payments will be made (dollars in thousands):

For the years ending March 31,
20222023202420252026ThereafterTotal
Purchase commitments$59,732 $50,754 $45,726 $44,248 $33,150 $0 $233,610 
While the Company does not have any other material contractual commitments for capital expenditures, certain levels of investments in facilities and computer equipment continue to be necessary to support the growth of the business. 


14.    STOCKHOLDERS' EQUITY:

The Company has authorized 200 million shares of $0.10 par value common stock and 1 million shares of $1.00 par value preferred stock.  The board of directors of the Company may designate the relative rights and preferences of the preferred stock when and if issued.  Such rights and preferences could include liquidation preferences, redemption rights, voting rights and dividends, and the shares could be issued in multiple series with different rights and preferences.  The Company currently has no plans for the issuance of any shares of preferred stock.

On August 29, 2011, the board of directors adopted a common stock repurchase program.  That program was subsequently modified and expanded, most recently on November 3, 2020.  On that date, the board of directors extended the term of the existing common stock repurchase program. Under the modified common stock repurchase program, the Company may purchase up to $1.0 billion of its common stock through the period ending December 31, 2022.  During the fiscal year ended March 31, 2021, the Company repurchased 1.3 million shares of its common stock for $42.3 million under the stock repurchase program. During the fiscal year ended March 31, 2020, the Company repurchased 4.4 million shares of its common stock for $182.2 million under the stock repurchase program.  During the fiscal year ended March 31, 2019, the Company repurchased 2.4 million shares of its common stock for $74.4 million under the stock repurchase program.  Through March 31, 2021, the Company has repurchased 28.2 million shares of its stock for $673.6 million, leaving remaining capacity of $326.4 million under the stock repurchase program. 

On October 25, 2018, the board of directors authorized a Dutch auction tender offer to purchase shares of its outstanding common stock at an initial aggregate purchase price not to exceed $500 million, plus up to 2% of the Company's outstanding shares of common stock in accordance with the rules and regulations of the SEC. On December 13, 2018, the Company accepted for purchase 11.2 million shares of its common stock at a price of $44.50 per share, for an aggregate cost of $503.4 million, including fees and expenses. These shares represented approximately 14.2% of the shares outstanding.

The Company paid no dividends on its common stock for any of the years reported.

Stock-based Compensation Plans

The Company has stock option and equity compensation plans for which a total of 39.1 million shares of the Company’s common stock have been reserved for issuance since the inception of the plans. At March 31, 2021, there were a total of 5.2 million shares available for future grants under the plans.

During the fiscal year ended March 31, 2019, the Board voted to amend the Amended and Restated 2005 Equity Compensation Plan to increase the number of shares available under the plan from 32.9 million shares at March 31, 2018 to 37.9 million shares at March 31, 2019, bringing the total number of shares reserved for issuance since inception of all plans from 34.5 million shares at March 31, 2018 to 42.3 million shares beginning in the quarter ended September 30, 2018. The amendment received shareholder approval at the September 20, 2018 annual shareholders' meeting.
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Stock-based Compensation Expense

The Company's stock-based compensation activity for the twelve months ended March 31, 2021, 2020, and 2019, by award type, was (dollars in thousands):
For the twelve months ended
March 31,
202120202019
Stock options$2,308 $3,675 $3,291 
Restricted stock units78,164 55,543 67,015 
Arbor acquisition consideration holdback0 2,553 15,316 
DPM acquisition consideration holdback8,030 6,185 0 
PDP assumed performance plan18,388 20,332 15,758 
Acuity performance plan2,208 0 0 
DataFleets acquisition consideration holdback755 0 0 
Other stock-based compensation1,854 1,159 1,342 
Total non-cash stock-based compensation included in the consolidated statements of operations111,707 89,447 102,722 
Less expense related to liability-based equity awards(27,311)(24,228)(14,239)
Total non-cash stock-based compensation included in the consolidated statements of equity$84,396 $65,219 $151,344 

The effect of stock-based compensation expense on income, by financial statement line item, was (dollars in thousands):
For the twelve months ended
March 31,
202120202019
Cost of revenue$5,300 $3,769 $4,708 
Research and development38,960 23,260 28,225 
Sales and marketing40,401 38,026 43,971 
General and administrative27,046 24,392 25,818 
Total non-cash stock-based compensation included in the consolidated statements of operations$111,707 $89,447 $102,722 

In March 2021 and March 2019, the Company accelerated the vesting of certain time-vesting restricted stock units that would have otherwise vested over the following six months, respectively, to take advantage of significant cash tax savings opportunities.

•In March 2021, this resulted in the vesting of time-vesting and performance-based restricted stock units covering approximately 0.7 million shares of common stock. The Company recognized $21.4 million of compensation costs related to the accelerated vesting of these units, which is included in loss from operations in the consolidated statement of operations. Of the $21.4 million compensation costs, $8.4 million represented incremental compensation cost due to the modification and $13.0 million represented accelerated original grant date fair value compensation cost.

•In March 2019, this resulted in the vesting of time-vesting restricted stock units covering approximately 0.5 million shares of common stock. The Company recognized $19.8 million of compensation costs related to the accelerated vesting and release of these units, which is included in loss from operations in the consolidated statement of operations. Of the $19.8 million compensation costs, $14.3 million represented incremental compensation cost due to the modification and $5.5 million represented accelerated original grant date fair value compensation cost.

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The following table provides the expected future expense for all of the Company's outstanding equity awards at March 31, 2021, by award type (dollars in thousands).
For the years ending March 31,
2022202320242025Total
Stock options$1,955 $1,212 $720 $158 $4,045 
Restricted stock units44,902 46,799 27,540 8,218 127,459 
DPM acquisition consideration holdback8,123 2,031 0 0 10,154 
PDP assumed performance plan9,194 0 0 0 9,194 
Acuity performance plan1,912 814 165 0 2,891 
DataFleets acquisition consideration holdback6,043 6,043 5,287 0 17,373 
Other stock-based compensation354 0 0 0 354 
$72,483 $56,899 $33,712 $8,376 $171,470 

Stock Options Activity of Continuing Operations

In February 2021, in connection with the acquisition of DataFleets, the Company replaced all unvested outstanding stock options held by DataFleets associates immediately prior to the acquisition with options to acquire shares of LiveRamp common stock having substantially the same terms and conditions as were applicable under the original options. In total, the Company issued 42,154 replacement options at a weighted-average exercise price of $0.70 per share. The acquisition-date fair value of the replacement stock options was $2.9 million and was determined using a binomial lattice model. All of the replacement options require post-combination service. As a result, the $2.9 million acquisition-date fair value is considered future compensation cost and will be recognized as stock-based compensation cost over the remaining service period of the replacement options.

In fiscal 2020, in connection with the acquisition of DPM, the Company replaced all outstanding stock options held by DPM associates immediately prior to the acquisition with options to acquire shares of LiveRamp common stock having substantially the same terms and conditions as were applicable under the original options. In total, the Company issued 162,481 replacement options at a weighted-average exercise price of $1.64 per share. The acquisition-date fair value of the replacement stock options was $7.4 million and was determined using a binomial lattice model. $2.3 million of the acquisition-date fair value of the replacement options was calculated and identified as consideration transferred in the DPM acquisition. The remaining $5.1 million acquisition-date fair value is considered future compensation costs and will be recognized as stock-based compensation cost over the remaining service period.

Stock option activity for the twelve months ended March 31, 2021 was: 
Weighted-average
Weighted-averageremainingAggregate
Number ofexercise pricecontractual termIntrinsic value
sharesper share(in years)(in thousands)
Outstanding at March 31, 20201,350,658 $14.43 
DataFleets replacement stock options issued42,154 $0.70 
Exercised(538,798)$12.16 $23,227 
Forfeited or canceled(9,969)$4.14 
Outstanding at March 31, 2021844,045 $15.31 3.4$30,863 
Exercisable at March 31, 2021776,744 $16.53 3.0$27,454 

The aggregate intrinsic value for options exercised in fiscal 2021, 2020, and 2019 was $23.2 million, $6.7 million, and $35.3 million, respectively.  The aggregate intrinsic value at period end represents the total pre-tax intrinsic value (the difference between LiveRamp’s closing stock price on the last trading day of the period and the exercise price for each in-the-money option) that would have been received by the option holders had they exercised their options on March 31, 2021.  This amount changes based upon changes in the fair market value of LiveRamp’s common stock.

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A summary of stock options outstanding and exercisable as of March 31, 2021 was:

Options outstandingOptions exercisable
Range ofWeighted-averageWeighted-averageWeighted-average
exercise priceOptionsremainingexercise priceOptionsexercise price
per shareoutstandingcontractual lifeper shareexercisableper share
$0.61 —$9.99 152,105 5.7 years$1.30 84,804 $1.36 
$10.00 —$19.99 346,807 2.7 years$15.50 346,807 $15.50 
$20.00 —$24.99 345,133 3.1 years$21.31 345,133 $21.31 
844,045 3.4 years$15.31 776,744 $16.53 
Fiscal 2019 Restricted Stock Unit Activity Related to Disposition of AMS

Performance-based Restricted Stock Unit Conversions
In conjunction with the disposition of AMS, the Company converted its outstanding TSR-based performance restricted stock units ("PSUs") to time-vesting restricted stock units ("RSUs"). On the conversion date, the performance period was truncated and attainment measured, resulting in conversion of the PSUs to RSUs at a 200% conversion rate. Each converted RSU held by an AMS associate was vested immediately. The remaining converted RSUs will cliff vest on the same date as the original PSU performance period maturity date.

Share activity related to these conversions was:
Continuing OperationsDiscontinued OperationsTotal Continuing and Discontinued Operations
TSR-based performance restricted stock units converted to time-based restricted stock units, by fiscal year granted:Original Performance Maturity Date:
Fiscal 2017 PSU3/31/2019(168,378)(46,218)(214,596)
Fiscal 2018 PSU3/31/2020(148,963)(36,815)(185,778)
Fiscal 2019 PSU3/31/2021(186,539)(30,188)(216,727)
Totals(503,880)(113,221)(617,101)
Time-based restricted stock units converted from TSR-based performance restricted stock unitsRSU Cliff Vest Date (Continuing Ops Only):
Fiscal 2017 PSU3/31/2019336,756 92,436 429,192 
Fiscal 2018 PSU3/31/2020297,926 73,630 371,556 
Fiscal 2019 PSU3/31/2021373,078 60,376 433,454 
Totals1,007,760 226,442 1,234,202 

The Company recognized both incremental and accelerated compensation costs due to the modification in the consolidated statement of operations related to the PSU conversions. The impact on compensation costs was (dollars in thousands):
Continuing OperationsDiscontinued OperationsTotal Continuing and Discontinued Operations
Incremental compensation costs$7,179 $1,599 $8,778 
Accelerated compensation costs of original grant date fair value related to immediate vesting of converted PSUs of AMS associates$0 $1,607 $1,607 

F-52

AMS RSU Accelerations
In conjunction with the disposition of AMS, the Company accelerated the vesting of substantially all outstanding RSUs of AMS associates to the date of disposition, including converted PSU shares, resulting in the release of RSUs covering 1,187,344 shares of common stock. The Company recognized $54.0 million of compensation costs related to the accelerated vesting and release of these units, which is included in net earnings from discontinued operations, net of tax in the consolidated statement of operations. Of the $54.0 million of compensation costs, $27.0 million represented incremental compensation cost and $27.0 million represented accelerated original grant date fair value compensation cost.

Restricted Stock Unit Activity of Continuing Operations

Time-vesting restricted stock units ("RSUs") -

During the twelve months ended March 31, 2021, the Company granted time-vesting RSUs covering 2,228,445 shares of common stock and having a fair value at the date of grant of $99.8 million. The RSUs granted in the current year primarily vest over four years. Grant date fair value of these units is equal to the quoted market price for the shares on the date of grant. Included in the RSUs granted in the current fiscal year were units related to the DataFleets acquisition. Following the closing of the DataFleets acquisition, the Company granted new awards of RSUs covering 193,595 shares of common stock, and having a grant date fair value of $13.5 million, to select employees and contractors to induce them to accept employment with the Company.

During fiscal 2020, the Company granted time-vesting RSUs covering 1,697,506 shares of common stock and having a fair value at the date of grant of $85.6 million. The RSUs granted in fiscal 2020 primarily vest over four years. Grant date fair value of these units is equal to the quoted market price for the shares on the date of grant. Included in the RSUs granted in fiscal 2020 were units related to the DPM acquisition. Following the closing of the DPM acquisition, the Company granted new awards of RSUs covering 155,346 shares of common stock, and having a grant date fair value of $7.3 million to select employees to induce them to accept employment with the Company.
During fiscal 2019, the Company granted time-vesting RSUs covering 1,939,746 shares of common stock with a fair value at the date of grant of $69.5 million. Of the RSUs granted in fiscal 2019, 1,856,444 vest over four years and 83,302 vest over one year.
RSU activity for the twelve months ended March 31, 2021 was:
Weighted-average
fair value perWeighted-average
Numbershare at grantremaining contractual
of sharesdateterm (in years)
Outstanding at March 31, 20203,351,638 $40.68 2.51
Granted2,228,445 $44.77 
Vested(1,587,963)$37.23 
Units vested under the Company's March 2021 acceleration plan(700,936)$40.37 
Forfeited or canceled(598,941)$41.67 
Outstanding at March 31, 20212,692,243 $45.96 2.76

The total fair value of RSUs vested during the twelve months ended March 31, 2021, 2020, and 2019 was $126.9 million, $59.8 million, and $93.1 million, respectively and is measured as the quoted market price of the Company's common stock on the vesting date for the number of shares vested.

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Performance-based restricted stock units ("PSUs") -

Fiscal 2021 plans:
During the twelve months ended March 31, 2021, the Company granted PSUs covering 246,524 shares of common stock having a fair value at the date of grant of $10.7 million. The grants were made under two separate performance plans.

Under the first performance plan, units covering 73,950 shares of common stock were granted having a fair value at the date of grant of $4.2 million, determined using a Monte Carlo simulation model.  The units vest subject to attainment of market conditions established by the compensation committee of the board of directors (“compensation committee”) and continuous employment through the vesting date.  The units may vest in a number of shares from 0% to 200% of the award, based on the total shareholder return of LiveRamp common stock compared to total shareholder return of the Russell 2000 market index for the period from April 1, 2020 to March 31, 2023.

Under the second performance plan, units covering 172,574 shares of common stock were granted having a fair value at the date of grant of $6.5 million, which was equal to the quoted market price for the shares on the date of grant. The units vest subject to attainment of performance criteria established by the compensation committee and continuous employment through the vesting date. The units may vest in a number of shares from 0% to 200% of the award, based on the attainment of trailing twelve-month revenue growth and EBITDA margin targets for the period from April 1, 2020 to March 31, 2023. Performance will be measured and vesting evaluated on a quarterly basis beginning with the period ending June 30, 2021 and continuing through the end of the performance period. To the extent that shares are earned in a given quarter, 50% vest immediately and 50% vest on the one-year anniversary of attainment approval, except that all earned but unvested shares will vest fully at the end of the measurement period.

Fiscal 2020 plans:
During fiscal 2020, the Company granted PSUs covering 202,818 shares of common stock having a fair value at the date of grant of $12.3 million. The grants were made under two separate performance plans.

Under the first performance plan, units covering 60,844 shares of common stock were granted having a fair value at the date of grant of $4.4 million, determined using a Monte Carlo simulation model.  The units vest subject to attainment of market conditions established by the compensation committee of the board of directors (“compensation committee”) and continuous employment through the vesting date.  The units may vest in a number of shares from 0% to 200% of the award, based on the total shareholder return of LiveRamp common stock compared to total shareholder return of the Russell 2000 market index for the period from April 1, 2019 to March 31, 2022.

Under the second performance plan, units covering 141,974 shares of common stock were granted having a fair value at the date of grant of $7.9 million equal to the quoted market price for the shares on the date of grant. The units vest subject to attainment of performance criteria established by the compensation committee of the board of directors.

•82,494 units may vest in a number of shares from 0% to 200% of the award, based on attainment of the Company's three-year revenue compound annual growth rate target for the period from April 1, 2019 to March 31, 2022.

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


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Fiscal 2019 plans:
During fiscal 2019, the Company granted PSUs covering 534,438 shares of common stock having a fair value at the date of grant of $22.0 million. The grants were made under two separate performance plans.

Under the first performance plan, units covering 186,539 shares of common stock were granted having a fair value at the date of grant of $5.8 million, determined using a Monte Carlo simulation model.  The units vest subject to attainment of market conditions established by the compensation committee and continuous employment through the vesting date.  The 186,539 units may vest in a number of shares from 25% to 200% of the award, based on the total shareholder return of LiveRamp common stock compared to total shareholder return of a group of peer companies established by the compensation committee for the period from April 1, 2018 to March 31, 2021. All of these awards were converted to RSUs at the time of the AMS disposition.

Under the second performance plan, units covering 347,899 shares of common stock were granted having a fair value at the date of grant of $16.2 million equal to the quoted market price for the shares on the date of grant. The units vest subject to attainment of performance criteria established by the compensation committee for the period October 1, 2018 to September 30, 2022. The units may vest in a number of shares from 0% to 200% of the award, based on the attainment of revenue growth and margin targets. Of the earned units, one-half vests immediately, while the remaining one-half vests one year later. Vesting is evaluated and performance measured on a quarterly basis, which began with the period ended June 30, 2020.

Through the quarter ended March 31, 2021, the compensation committee has approved quarterly performance measurements totaling 57% attainment. Net of forfeitures, this resulted in a total of 177,181 units being earned under the plan. As of March 31, 2021, there remains a maximum potential of 432,652 additional units eligible for attainment under the plan. Quarterly measurements of attainment will continue through September 30, 2022.

PSU activity for the twelve months ended March 31, 2021 was:
Weighted-average
fair value perWeighted-average
Numbershare at grantremaining contractual
of sharesdateterm (in years)
Outstanding at March 31, 2020545,446 $51.01 2.24
Granted246,524 $43.40 
Additional earned performance shares38,063 $55.48 
Vested(122,573)$48.86 
Units vested under the Company's March 2021 acceleration plan(39,344)$49.14 
Forfeited or canceled(36,247)$35.42 
Outstanding at March 31, 2021631,869 $49.74 1.54

The total fair value of PSUs vested in the twelve months ended March 31, 2021 and 2020 was $8.4 million and $2.2 million, respectively, and is measured as the quoted market price of the Company’s common stock on the vesting date for the number of shares vested.

Stock-based Compensation Expense Related to Discontinued Operations

Total stock-based compensation expense related to discontinued operations for fiscal 2019 was $62.9 million and is included in non-cash stock-based compensation in the consolidated statements of equity.


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Acquisition-related Performance Plan

As part of the Company's fiscal 2021 acquisition of Acuity Data, the Company will be obligated to pay up to an additional $5.1 million, settled in a variable number of shares of Company stock, and subject to certain performance conditions and continued employment of each participant. Performance will be measured and vesting evaluated in three annual increments on the anniversary of the closing date (which date may be changed by the board of directors to an earlier date). Through March 31, 2021, the Company had recognized a total of $2.2 million related to the plan. At March 31, 2021, the recognized, but unpaid, balance in other accrued expense in the consolidated balance sheet was $2.2 million. The first annual settlement is expected to occur in the second quarter of fiscal 2022.

Consideration Holdback

As part of the Company's fiscal 2021 acquisition of DataFleets, $18.1 million of the acquisition consideration otherwise payable with respect to shares of DataFleets common stock held by certain key employees was subject to holdback by the Company pursuant to agreements with those employees (each, a "Holdback Agreement"). Each Holdback Agreement specifies that the consideration holdback will vest in 3 equal annual increments on the anniversary of the closing date (which date may be changed by the board of directors to an earlier date). Vesting is subject to the DataFleets key employees' continued employment through each annual vesting date and will be settled in shares of Company common stock. Through March 31, 2021, the Company had recognized a total of $0.8 million related to the DataFleets consideration holdback. At March 31, 2021, the recognized, but unpaid, balance related to the DataFleets consideration holdback in other accrued expenses in the consolidated balance sheet was $0.8 million. The first annual settlement is expected to occur in the fourth quarter of fiscal 2022.

As part of the Company's fiscal 2020 acquisition of Data Plus Math ("DPM"), $24.4 million of the acquisition consideration otherwise payable with respect to shares of DPM common stock held by certain key employees was subject to holdback by the Company pursuant to agreements with those employees (each, a "Holdback Agreement"). Each Holdback Agreement specifies that the consideration holdback will vest in 3 equal annual increments on the anniversary of the closing date (which date may be changed by the board of directors to an earlier date). Vesting is subject to the DPM key employees' continued employment through each annual vesting date and will be settled in shares of Company common stock. Through March 31, 2021, the Company had recognized a total of $14.2 million related to the DPM consideration holdback. At March 31, 2021, the recognized, but unpaid, balance related to the DPM consideration holdback in other accrued expenses in the consolidated balance sheet was $6.1 million. The next annual settlement is expected to occur at the end of the first quarter of fiscal 2022.

Pacific Data Partners ("PDP") Assumed Performance Plan

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

Through March 31, 2021, the Company has recognized a total of $56.4 million related to the PDP RSU plan. At March 31, 2021, the recognized, but unpaid, balance related to the liability-classified PDP RSU plan in other accrued expenses in the consolidated balance sheet was $0.0 million. The final annual settlement is expected to occur in the fourth quarter of fiscal 2022.

Qualified Employee Stock Purchase Plan

In addition to the stock-based compensation plans, the Company maintains a qualified employee stock purchase plan (“ESPP”) that permits substantially all employees to purchase shares of common stock at a discount from the market price. At March 31, 2021, there were approximately 0.4 million shares available for issuance under the ESPP, including 0.1 million shares subject to purchase in the current purchase period.

During the combined fiscal years of 2021, 2020, and 2019, 200,683 shares were purchased under the plan. The total expense to the Company, representing the discount to the market price, for fiscal 2021, 2020, and 2019 was approximately $1.0 million, $0.5 million, and $0.4 million, respectively.
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Accumulated Other Comprehensive Income

Accumulated other comprehensive income accumulated balances of $7.5 million and $5.7 million at March 31, 2021 and March 31, 2020, respectively, reflect accumulated foreign currency translation adjustments.


15.    INCOME TAX:

Total income tax expense (benefit) was allocated as follows (dollars in thousands):
Year ended March 31,
202120202019
Continuing operations$(30,532)$(40,276)$(45,409)
Discontinued operations0207 470,346 
$(30,532)$(40,069)$424,937 
Income tax expense (benefit) attributable to loss from continuing operations consists of (dollars in thousands):
Year ended March 31,
202120202019
Current:
U.S. Federal$(28,060)$(33,715)$(39,534)
Non-U.S.17 146 323 
State(1,071)171 (16,092)
(29,114)(33,398)(55,303)
Deferred:
U.S. Federal(1,205)(5,103)1,245 
Non-U.S.(44)(1,006)149 
State(169)(769)8,500 
(1,418)(6,878)9,894 
Total$(30,532)$(40,276)$(45,409)

Loss before income tax attributable to U.S. and non-U.S. continuing operations consists of (dollars in thousands):
Year ended March 31,
202120202019
U.S.$(122,257)$(160,457)$(174,867)
Non-U.S.1,457 (5,080)(4,489)
Total$(120,800)$(165,537)$(179,356)

Loss before income taxes, as shown above, is based on the location of the entity to which such losses are attributable.  However, since such losses may be subject to taxation in more than one country, the income tax provision shown above as U.S. or non-U.S. may not correspond to the loss shown above.

F-57

Below is a reconciliation of expected income tax benefit computed by applying the U.S. federal statutory rate of 21.0% for fiscal years 2021, 2020 and 2019 to loss before income taxes to actual income tax benefit from continuing operations (dollars in thousands):
Year ended March 31,
202120202019
Computed expected income tax benefit$(25,368)$(34,763)$(37,665)
Increase (reduction) in income taxes resulting from:
State income taxes, net of federal benefit(979)(473)(5,998)
Research and other tax credits(4,635)(1,517)(3,141)
Nondeductible expenses1,104 838 426 
Stock-based compensation(2,024)5,025 (5,350)
Non-U.S. subsidiaries taxed at other rates194 230 1,343 
Adjustment to valuation allowances2,230 (2,245)5,204 
Net operating loss carryback taxed at other rates0 (7,360)0 
Other, net(1,054)(11)(228)
$(30,532)$(40,276)$(45,409)
On March 27, 2020, the U.S. enacted The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). The CARES Act included several significant changes and clarifications to existing tax law, including changes to the treatment of net operating losses (“NOLs”). Under the CARES Act, NOLs arising in tax years beginning after December 31, 2017, and before January 1, 2021 may be carried back to each of the five tax years preceding the tax year of the loss. As such, the Company plans to carry back its fiscal 2021 NOL, resulting in an expected refund of approximately $28 million. The Company was also able to carry back its fiscal 2020 NOL, resulting in an expected refund of approximately $33 million, also in fiscal 2022.


F-58

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities at March 31, 2021 and 2020 are presented below (dollars in thousands).  
20212020
Deferred tax assets:
Accrued expenses$3,501 $3,978 
Deferred revenue11 16 
Lease liabilities3,324 4,939 
Net operating loss carryforwards35,945 33,516 
Stock-based compensation2,991 8,076 
Nonqualified deferred compensation2,802 2,815 
Tax credit carryforwards7,818 1,240 
Other2,856 2,778 
Total deferred tax assets59,248 57,358 
Less valuation allowance(35,332)(32,971)
Net deferred tax assets23,916 24,387 
Deferred tax liabilities:
Prepaid expenses(6,734)(2,239)
Property and equipment(248)(1,742)
Right-of-use assets(3,016)(4,147)
Intangible assets(8,409)(9,605)
Deferred commissions(5,391)(3,817)
Accrued expenses0 (2,189)
Total deferred tax liabilities(23,798)(23,739)
Net deferred tax assets$118 $648 
At March 31, 2021, the Company has net operating loss carryforwards of approximately $34.3 million and $126.2 million for U.S. federal and state income tax purposes, respectively.  Of the net operating loss carryforwards, $24.0 million and $18.9 million will not expire for federal and state purposes, respectively. The remaining carryforwards will expire in various amounts and will completely expire if not used by 2041. The Company has foreign net operating loss carryforwards of approximately $101.0 million. Of this amount, $90.2 million do not have expiration dates.  The remainder expires in various amounts and will completely expire if not used by 2031. The Company has federal and state credit carryforwards of $5.4 million and $5.8 million, respectively. Of the state credit carryforwards, $5.2 million will not expire. The remaining credit carryforwards will expire in various amounts and will completely expire if not used by 2041.
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Realization of the Company’s net deferred tax assets is dependent upon its generation of sufficient taxable income of the proper character in future years in appropriate tax jurisdictions to obtain benefit from the reversal of temporary differences and the use of net operating loss and credit carryforwards. 
Based upon the weight of available evidence, including the Company’s history of losses from continuing operations, management believes that it is not more likely than not the Company will realize the benefits of the deductible temporary differences and net operating loss and credit carryforwards. Accordingly, the Company has established valuation allowances against its deferred tax assets.

Based upon the Company's history of losses in certain non-U.S. jurisdictions, the Company has not recorded a benefit for current foreign losses in these jurisdictions. In addition, management believes it is not more than likely than not the Company will realize the benefits of certain foreign net operating loss carryforwards and has established valuation allowances in the amount of $26.0 million against deferred tax assets in such jurisdictions. No valuation allowance has been established against deferred tax assets in non-U.S. jurisdictions in which historical profits and forecasted continuing profits exist.
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The following table sets forth changes in the total gross unrecognized tax benefits for the fiscal years ended March 31, 2021, 2020 and 2019 (dollars in thousands):
Year ended March 31,
202120202019
Balance at beginning of period$23,400 $19,600 $15,415 
Increases related to prior year tax positions0 2,458 325 
Decreases related to prior year tax positions(139)(1,048)(292)
Increases related to current year tax positions1,765 2,433 5,483 
Lapse of statute of limitations0 (43)(1,331)
Balance at end of period$25,026 $23,400 $19,600 
Gross unrecognized tax benefits as of March 31, 2021 was $25.0 million, of which $22.6 million would reduce the Company’s effective tax rate in future periods if and when realized. The Company reports accrued interest and penalties related to unrecognized tax benefits in income tax expense. The combined amount of accrued interest and penalties related to tax positions on tax returns was approximately $3.5 million as of March 31, 2021. Accrued interest and penalties increased by $1.0 million during fiscal 2021. The Company does not anticipate a reduction of unrecognized tax benefits within the next 12 months.
The Company files a consolidated U.S. federal income tax return and tax returns in various state and local jurisdictions.  The Company’s subsidiaries also file tax returns in various foreign jurisdictions in which they operate.  In the U.S., the statute of limitations for Internal Revenue Service examinations remains open for the Company’s federal income tax returns for fiscal years after 2013. The status of U.S. federal, state and foreign tax examinations varies by jurisdiction.  The Company does not anticipate any material adjustments to its financial statements resulting from tax examinations currently in progress.


16.    RETIREMENT PLANS:

The Company has a qualified 401(k) retirement savings plan that covers substantially all U.S. employees.  The Company also offers a supplemental non-qualified deferred compensation plan (“SNQDC Plan”) for certain highly-compensated employees.  Through December 31, 2018, the Company matched 50% of the first 6% of each participating employee’s annual aggregate contributions. Effective January 1, 2019 the Company matches 100% of the first 6% of each participating employee's annual aggregate contributions.  The Company may also contribute additional amounts to the plans at the discretion of the board of directors.
Company contributions for the above plans amounted to approximately $9.4 million, $7.9 million, and $2.9 million in fiscal years 2021, 2020, and 2019, respectively.  Included in both other current assets and other accrued liabilities are the assets and liabilities of the SNQDC Plan in the amount of $15.8 million and $11.6 million at March 31, 2021 and 2020, respectively.


17.    FOREIGN OPERATIONS:

The Company attributes revenue to each geographic region based on the location of the Company’s operations. The following table shows financial information by geographic area (dollars in thousands): 
Year ended March 31,
Revenue202120202019
United States$415,976 $354,437 $262,135 
Foreign
Europe22,515 20,789 18,566 
APAC4,535 5,346 4,919 
All Foreign27,050 26,135 23,485 
$443,026 $380,572 $285,620 
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Long-lived assets excluding financial instruments (dollars in thousands):
 March 31,
20212020
United States$456,662 $399,456 
Foreign
Europe1,084 2,724 
APAC4,860 3,638 
All Foreign5,944 6,362 
$462,606 $405,818 

Certain fiscal 2020 amounts have been reclassified to conform with the current period presentation. The long-lived assets associated with a fiscal 2020 acquisition, which were previously included in Europe long-lived assets, are now reported as United States long-lived assets. This reclassification did not have an impact to our consolidated financial statements.


18.    FAIR VALUE OF FINANCIAL INSTRUMENTS:
The Company measures certain financial assets at fair value. Fair value is determined based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, as determined by either the principal market or the most advantageous market. Inputs used in the valuation techniques to derive fair values are classified based on a three-level hierarchy, as follows:

•Level 1 - Quoted prices in active markets for identical assets or liabilities.

•Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

•Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

For certain financial instruments, including accounts receivable, certificates of deposit, and accounts payable, the carrying amounts approximate their fair value due to the relatively short maturity of these balances.
The following tables detail the fair value measurements within the fair value hierarchy of the Company's financial assets and liabilities at March 31, 2021 and March 31, 2020 (dollars in thousands):
March 31, 2021
Level 1Level 2Level 3Total
Other current assets:
Assets of non-qualified retirement plan$15,838 $0 $0 $15,838 
Total$15,838 $0 $0 $15,838 

March 31, 2020
Level 1Level 2Level 3Total
Other current assets:
Assets of non-qualified retirement plan$11,623 $0 $0 $11,623 
Total$11,623 $0 $0 $11,623 
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Strategic investments consist of non-controlling equity investments in privately held companies. The Company elected the measurement alternative for these investments without readily determinable fair values and for which the Company does not have the ability to exercise significant influence. These investments are accounted for under the cost method of accounting. Under the cost method of accounting, the non-marketable equity securities are carried at cost less any impairment, plus or minus adjustments resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer, which is recorded within the statement of operations. The Company held $5.7 million of strategic investments without readily determinable fair values at March 31, 2021 and $3.5 million of strategic investments without readily determinable fair values at March 31, 2020. These investments are included in other assets on the consolidated balance sheets. There were 0 impairment charges for the twelve months ended March 31, 2021, 2020, and 2019, respectively.


19.     SUBSEQUENT EVENT

On April 21, 2021, the Company completed the acquisition Diablo.AI, Inc. ("Diablo"), a first-party data resolution platform and graph builder, for approximately $8.6 million in cash (including holdback of $1.2 million). The acquisition also includes $2.1 million of assumed restricted stock awards that will be recorded as non-cash stock compensation over a three-year period. Diablo's technology will be embedded into our unified platform and play an integral role in our global identity relaunch. The initial accounting for this acquisition is incomplete due to the timing of the acquisition, including the disclosure of the major classes of assets acquired and liabilities assumed.




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