The Company has stock option and equity compensation plans for which a total of 45.0 million shares of the Company’s common stock have been reserved for issuance since the inception of the plans. At June 30, 2023, there were a total of 3.4 million shares available for future grants under the plans.

During the quarter ended June 30, 2023, the Board voted to amend the Amended and Restated 2005 Equity Compensation Plan (the "2005 Plan") to increase the number of shares available under the plan by 4.0 million shares. The amendment is subject to shareholder approval at the August 2023 annual shareholders' meeting (the "2023 Annual Meeting"). If approved by shareholders at the 2023 Annual Meeting, this will bring the plan shares from 42.4 million shares at March 31, 2023 to 46.4 million shares beginning in the quarter ended September 30, 2023 and will bring the total number of shares reserved for issuance since inception of all plans from 45.0 million shares at March 31, 2023 to 49.0 million shares beginning in the quarter ended September 30, 2023.

The Company's stock-based compensation activity for the three months ended June 30, 2023 and 2022, by award type, was (dollars in thousands):


	For the three months ended
	June 30,
	2023		2022
Stock options	$	173	$	309

Restricted stock units	11,567		19,062
Diablo restricted stock awards	—		127

Data Plus Math ("DPM") acquisition consideration holdback	—		2,030

Acuity performance plan	142		354
DataFleets acquisition consideration holdback	648		1,511
Employee stock purchase plan	449		480
Directors stock-based compensation	313		352
Total non-cash stock-based compensation included in the condensed consolidated statements of operations	13,292		24,225
Less expense related to liability-based equity awards	(790)		(4,468)

Total non-cash stock-based compensation included in the condensed consolidated statements of equity	$	12,502	$	19,757


	For the three months ended
	June 30,
	2023		2022
Cost of revenue	$	629	$	1,163
Research and development	5,077		11,656
Sales and marketing	3,736		5,884
General and administrative	3,850		5,522
Total non-cash stock-based compensation included in the condensed consolidated statements of operations	$	13,292	$	24,225

The following table provides the expected future expense for all of the Company's outstanding equity awards at June 30, 2023, by award type. The amount for fiscal 2024 represents the remaining nine months ending March 31, 2024. All other periods represent fiscal years ending March 31 (dollars in thousands).


	For the years ending March 31,
	2024		2025		2026		2027		Total
Stock options	$	372	$	125	$	—	$	—	$	497
Restricted stock units	50,994		74,468		25,169		633		151,264

Acuity performance plan	24		—		—		—		24
DataFleets acquisition consideration holdback	1,619		—		—		—		1,619
Employee stock purchase plan	598		—		—		—		598
Expected future expense	$	53,607	$	74,593	$	25,169	$	633	$	154,002

Stock option activity for the three months ended June 30, 2023 was:


				Weighted-average
		Weighted-average		remaining	Aggregate
	Number of	exercise price		contractual term	Intrinsic value
	shares	per share		(in years)	(in thousands)
Outstanding at March 31, 2023	524,911	$	18.39

Exercised	(140,046)	$	20.90		$	486
Forfeited or canceled	(1,027)	$	10.24
Outstanding at June 30, 2023	383,838	$	17.50	1.8	$	4,245
Exercisable at June 30, 2023	376,904	$	17.80	1.7	$	4,054

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 June 30, 2023. This amount changes based upon changes in the fair market value of LiveRamp’s common stock.


					Options outstanding				Options exercisable
Range of						Weighted-average	Weighted-average			Weighted-average
exercise price					Options	remaining	exercise price		Options	exercise price
per share					outstanding	contractual life	per share		exercisable	per share
$	—	—	$	9.99	36,585	5.0 years	$	0.99	29,651	$	0.99
$	10.00	—	$	19.99	182,603	1.9 years	$	17.49	182,603	$	17.49
$	20.00	—	$	24.99	164,650	1.0 years	$	21.18	164,650	$	21.18

					383,838	1.8 years	$	17.50	376,904	$	17.80

During the three months ended June 30, 2023, the Company granted time-vesting RSUs covering 1,336,473 shares of common stock and having a fair value at the date of grant of $33.4 million. Of the RSUs granted in the current year, 552,982 vest over three years and 783,491 vest over two years. Grant date fair value of these units is equal to the quoted market price for the shares on the date of grant. RSU activity for the three months ended June 30, 2023 was:


		Weighted-average
		fair value per		Weighted-average
	Number	share at grant		remaining contractual
	of shares	date		term (in years)
Outstanding at March 31, 2023	4,009,759	$	32.57	2.20
Granted	1,336,473	$	25.01
Vested	(243,600)	$	32.54

Forfeited or canceled	(193,374)	$	35.31
Outstanding at June 30, 2023	4,909,258	$	30.41	2.06

The total fair value of RSUs vested during the three months ended June 30, 2023 was $6.3 million and is measured as the quoted market price of the Company's common stock on the vesting date for the number of shares vested.

During the three months ended June 30, 2023, the Company granted PSUs covering 539,740 shares of common stock having a fair value at the date of grant of $13.7 million. The grants were made under two separate performance plans.

Under the total shareholder return ("TSR") performance plan, units covering 161,920 shares of common stock were granted having a fair value at the date of grant of $4.1 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 TSR of LiveRamp common stock compared to the TSR of the Russell 2000 market index for the period from April 1, 2023 to March 31, 2026.

Under the operating metrics performance plan, units covering 377,820 shares of common stock were granted having a fair value at the date of grant of $9.6 million, which was equal to the quoted market price for the shares on the date of grant. The units vest subject to attainment of performance criteria established by the compensation committee and continuous employment through the vesting date. The units may vest in a number of shares from 0% to 200% of the award, at the end of the performance period, based on the average attainment of annual revenue growth and EBITDA margin targets for fiscal years 2024, 2025, and 2026. To the extent that shares are earned, 50% vest immediately and 50% vest on the one-year anniversary of attainment approval.

Units under the Company's fiscal 2023 TSR performance plan, net of forfeitures, covering 101,931 shares of common stock will reach maturity of their relevant performance period at March 31, 2025. The units may vest in a number of shares from 0% to 200% of the award, based on the TSR of LiveRamp common stock compared to the TSR of the Russell 2000 market index for the period from April 1, 2022 to March 31, 2025.

Units under the Company's fiscal 2023 operating metrics performance plan, net of forfeitures, covering 237,837 shares of common stock will reach maturity of their relevant performance period at March 31, 2025. The units may vest in a number of shares from 0% to 200% of the award, at the end of the performance period, based on the average attainment of annual revenue growth and EBITDA margin targets for fiscal years 2023, 2024, and 2025. To the extent that shares are earned, 50% vest immediately and 50% vest on the one-year anniversary of attainment approval.

Units under the Company's fiscal 2022 special incentive performance plan covering 36,425 shares of common stock will be measured and vesting evaluated on a quarterly basis beginning on January 1, 2023 and continuing through the December 31, 2023 end of the performance period. Through June 30, 2023, measurements have resulted in an accumulated 70% achievement, or 25,483 total earned units, under this plan. At June 30, 2023, there remains a maximum potential of 10,942 additional units eligible for attainment under the plan.

Units under the Company's fiscal 2022 TSR performance plan, net of forfeitures, covering 41,298 shares of common stock will reach maturity of their relevant performance period at March 31, 2024. The units may vest in a number of shares from 0% to 200% of the award, based on the TSR of LiveRamp common stock compared to the TSR of the Russell 2000 market index for the period from April 1, 2021 to March 31, 2024.

The initial measurement date for the fiscal 2022 operating metrics performance plan was June 30, 2022. Through June 30, 2023, performance metrics have resulted in an accumulated 50% achievement, or 53,249 total earned units, net of forfeitures, under this plan. Of the earned amount, one-half vested immediately, while the remaining one-half will vest one year later. As of June 30, 2023, there remains a maximum potential, net of forfeitures, of 144,552 additional units eligible for attainment under the plan. Quarterly measurements of attainment will continue through March 31, 2024.

PSU activity for the three months ended June 30, 2023 was:


		Weighted-average
		fair value per		Weighted-average
	Number	share at grant		remaining contractual
	of shares	date		term (in years)
Outstanding at March 31, 2023	709,589	$	34.97	1.01
Granted	539,740	$	25.37

Vested	(25,134)	$	47.25

Forfeited or canceled	(219,823)	$	40.35
Outstanding at June 30, 2023	1,004,372	$	28.33	2.16

The total fair value of PSUs vested in the three months ended June 30, 2023 was $0.6 million and is measured as the quoted market price of the Company’s common stock on the vesting date for the number of shares vested.

Through June 30, 2023, the Company has recognized a total of $5.1 million as stock-based compensation expense related to the Acuity performance earnout plan. At June 30, 2023, the recognized, but unpaid, balance in other accrued expense in the condensed consolidated balance sheet was $1.7 million. The next and final annual settlement of $1.7 million is expected to occur in the second quarter of fiscal 2024.

Through June 30, 2023, the Company has recognized a total of $13.1 million as stock-based compensation expense related to the DataFleets consideration holdback. At June 30, 2023, the recognized, but unpaid, balance related to the DataFleets consideration holdback in other accrued expenses in the condensed consolidated balance sheet was $1.0 million. The next and final annual settlement of $2.6 million is expected to occur in the fourth quarter of fiscal 2024.

During the three months ended June 30, 2023, 138,818 shares of common stock were purchased under the ESPP at a weighted-average price of $19.06 per share, resulting in cash proceeds of $2.6 million over the relevant offering periods.

Stock-based compensation expense associated with the ESPP was $0.4 million for the three months ended June 30, 2023. At June 30, 2023, there was approximately $0.6 million of total unrecognized stock-based compensation expense related to the ESPP, which is expected to be recognized on a straight-line basis over the remaining term of the current offering period.