LiveRamp Holdings Inc

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Summary Compensation Table

The following table shows the compensation earned by or awarded to our Named Executive Officers in fiscal years ended March 31, 2025, 2024 and 2023 (certain totals may not sum due to rounding).

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These amounts reflect the grant date fair value of awards of RSUs and PSUs calculated in accordance with FASB ASC Topic 718. For RSUs and the portion of the performance awards based on the Rule of 40 granted in fiscal 2025 on May 15, 2024, the amounts were determined by reference to quoted market prices for the shares on their grant date, which was $32.91. For the portion of the performance awards based on relative TSR granted in fiscal 2025 on May 15, 2024, we estimated the grant date fair value to be $43.67 using a Monte Carlo simulation model, including the following key assumptions: (i) expected volatility of 47% based on the Company’s 3-year historical volatility over the expected term; (ii) a risk-free interest rate of 4.42% based on the United States Treasury yield in effect on the award date for zero coupon United States Treasury notes with maturities equal to the expected life; (iii) a dividend yield of 0% because we do not currently issue dividends; and (iv) the expected life of 2.9 years based on the time period from the valuation date (which is the grant date) to the end of the performance period. The amount reported for each PSU grant is based on the probable outcome of the underlying performance conditions, measured as of the grant date (100% of target value) and PSUs vest in a number of shares from 0% to 200% of target of the award based on performance. The grant date value for the fiscal 2025 PSU awards at the highest level of performance for each executive is Mr. Howe $9,110,673, Ms. Dillard $4,049,115, Mr. Sharma $2,530,647, Mr. Hussain $2,075,173, Mr. Jones $1,417,170 and Ms. Bloomston $2,075,173.

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These amounts represent annual cash incentive awards earned by the Named Executive Officers under the Fiscal 2025 CIP based on Company results as well as Mr. Sharma’s earnings from the LiveRamp sales commission plan. For more information regarding how these determinations were made, see the “Annual Cash Incentive Awards — Individual Payments” section of the Compensation Discussion and Analysis.

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Due to an administrative error, the amount previously reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column for Mr. Jones in fiscal 2024 was incorrect. The corrected value and updated “Total” column for fiscal 2024 are reflected in the table above.

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LiveRamp Holdings, Inc. Notice of 2025 Annual Meeting and Proxy Statement 57

The amounts disclosed in the “All Other Compensation” column for fiscal 2025 include the following (certain totals may not sum due to rounding):

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a.

The amounts in this column reflect (i) travel expenses for Mr. Hussain and Ms. Bloomston to the Company’s President’s Club event of $19,773 and $17,200, respectively; (ii) a holiday bonus for Mr. Sharma that was converted to U.S. dollars at an exchange rate of 1.07336, which was the average of the monthly exchange rates for fiscal 2025; and (iii) imputed income from the Company’s wellness programs, cell phone allowance, patent award and commuting expenses for Mr. Hussain and Ms. Bloomston. The Company also provides certain tangible gifts to executives. No other Named Executive Officers received perquisites in excess of $10,000 during fiscal 2025, and therefore no values are reported.

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b.

The amounts in this column reflect tax gross-ups related to certain tangible gifts, travel expenses for Mr. Hussain and Ms. Bloomston to the Company’s President’s Club event of $20,319 and $17,674, respectively, and other commuting expenses.

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c.

The amounts in this column reflect (i) a lump sum cash severance payment of $1,088,819, paid to Ms. Bloomston in connection with her without cause termination from the Company which is equal to the sum of her current base salary, her average annual bonus for the two prior fiscal years and the target amount of her fiscal 2025 cash bonus opportunity, (ii) the value realized upon the accelerated vesting of a prorated portion of Ms. Bloomston’s outstanding performance-based restricted stock units based on actual performance as of the date her employment terminated of $2,233,311, and (iii) a lump sum cash payment of $19,074 to cover COBRA continuation coverage for Ms. Bloomston and her eligible dependents for 12 months.

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Mr. Sharma resides in France and is paid in euros. Solely for purposes of this table, Mr. Sharma’s fiscal 2025 base salary amount was converted to U.S. dollars at an exchange rate of 1.07336, which was the average of the monthly exchange rates for fiscal 2025.

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Solely for purposes of this table, Mr. Sharma’s non-equity incentive plan compensation was converted to U.S. dollars at an exchange rate of 1.11391, which was the exchange rate on May 12, 2025, the date the attainment of such award was approved by the Talent and Compensation Committee.

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