Liquidity Services Inc DEF 14A, filed Jan 19, 2024

Liquidity Services Inc (LQDT)

DEF 14A 2024-01-19 For: 2024-01-19

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Added on June 12, 2026

About this DEF 14A

Liquidity Services Inc filed this DEF 14A on January 19, 2024.

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Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a‑12


LIQUIDITY Services, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a‑6(i)(1) and 0‑11.


Time and Date	11:30 a.m., Eastern Time, on February 29, 2024.
Place	The offices of Liquidity Services, Inc., 6931 Arlington Road, Suite 460, Bethesda, MD 20814.
Notice Regarding the Availability of Proxy Materials	This proxy statement and our 2023 Annual Report are available free of charge on the following website: www.envisionreports.com/LQDT. You will need to reference the control number found on your proxy card or Notice of Internet Availability of Proxy Materials to vote. We will make the Notice of Internet Availability of Proxy Materials available to stockholders on or about January 19, 2024. On or about the same date, we will begin mailing paper copies of our proxy materials to stockholders who have requested them.
Items of Business	• Elect each of the Class III directors named in the proxy statement to the Board of Directors to hold office until our 2027 Annual Meeting of Stockholders or until his, her or their successor has been elected or appointed; • Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2024; • Approve an advisory resolution on named executive officer compensation; • Approve an amendment to the Company’s Third Amended and Restated 2006 Omnibus Long-Term Incentive Plan (the “LTIP”) to increase the authorized number of shares; and • Transact any other business that may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.
Adjournments and Postponements	Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed.
Record Date	You are entitled to notice of and to vote at the Annual Meeting and at any adjournment or postponement that may take place only if you were a stockholder as of the close of business on January 3, 2024 (the “Record Date”).
Annual Meeting Admission	You will need an admission ticket or proof of ownership of shares of our stock to enter the Annual Meeting. If your shares are held beneficially in the name of a broker, bank or other nominee and you plan to attend the Annual Meeting, you must present proof of your beneficial ownership of our stock, such as a bank or brokerage account statement, as of the close of business on the Record Date to be admitted to the Annual Meeting. If you would rather have an admission ticket, you may obtain one in advance by mailing a written request, along with proof of your beneficial ownership of our stock as of the close of business on the Record Date, to: Liquidity Services, Inc., 6931 Arlington Road, Suite 460, Bethesda, MD 20814, Attention: Corporate Secretary. All stockholders also must present a form of personal identification to be admitted to the Annual Meeting. No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the Annual Meeting.


	Page
Proxy Statement Summary	1
Questions and Answers	2
Governance of the Company	7
Compensation of Non-Employee Directors	23
Beneficial Ownership of Shares of Common Stock	26
Delinquent Section 16(a) Reports	29
Certain Relationships and Related Party Transactions	30
Proposals Requiring Your Vote	31
Proposal 1 – Election of Directors	31
Our Board of Directors	34
Proposal 2 – Ratification of Independent Registered Public Accounting Firm	41
Proposal 3 – Approval of an Advisory Resolution on Named Executive Officer Compensation	45
Proposal 4 – Approval of an Amendment to the Company’s Third Amended and Restated 2006 Omnibus Long-Term Incentive Plan	46
Executive Compensation	62
Compensation Committee Report	97
Equity Compensation Plan Information	98
Requirements, Including Deadlines for Submission of Proxy Proposals, Nomination of Directors and Other Business of Stockholders	99
Annual Report	102
Appendix A (Proposed Amendment to the Company’s Third Amended and Restated 2006 Omnibus Long-Term Incentive Plan)	A-1
Appendix B (Liquidity Services, Inc. Third Amended and Restated 2006 Omnibus Long-Term Incentive Plan, as amended)	B-1


Proposals Requiring Your Vote	Board’s Voting Recommendation	Page Reference (for more detail)
Proposal 1 – ELECTION OF CLASS III DIRECTORS	FOR each director nominee	31
Proposal 2 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	FOR	41
Proposal 3 – APPROVAL OF AN ADVISORY RESOLUTION ON NAMED EXECUTIVE OFFICER COMPENSATION	FOR	45
Proposal 4 – APPROVAL OF AN AMENDMENT TO THE COMPANY’S THIRD AMENDED AND RESTATED 2006 OMNIBUS LONG-TERM INCENTIVE PLAN	FOR	46


	By Order of the Board of Directors,
	/s/ Mark A. Shaffer MARK A. SHAFFER Chief Legal Officer and Corporate Secretary


Q.	Why did I receive a Notice of Internet Availability of Proxy Materials for the 2024 Annual Meeting of Stockholders to be held on February 29, 2024 (the “Notice”)?
A.	You received the Notice, which provides you with instructions to access our proxy materials and how to vote your shares of Company common stock, because our records indicate you held shares of our common stock as of the close of business on January 3, 2024 (the “Record Date”), which entitles you to vote at our 2024 Annual Meeting of Stockholders (the “Annual Meeting”) and at any adjournment or postponement of such meeting. Our proxy materials are part of a solicitation of proxies by the Board of Directors for voting at the Annual Meeting. If you would prefer to attend the Annual Meeting in person, you are invited to do so. Unless the context otherwise requires, the terms “us,” “we,” “our” and the “Company” include Liquidity Services, Inc. and its consolidated subsidiaries. The terms “Board of Directors” and “Board” mean the Board of Directors of the Company.
Q.	Can I request paper copies of the proxy materials for the Annual Meeting?
A.	Yes. If you would like to receive a paper copy of our proxy materials, please follow the instructions for requesting those materials included in the Notice.
Q.	When and where is the Annual Meeting?
A.	The Annual Meeting will take place on Thursday, February 29, 2024 at 11:30 a.m., Eastern Time, at our corporate headquarters located at 6931 Arlington Road, Suite 460, Bethesda, Maryland 20814.
Q.	When were the proxy materials made available?
A.	The Notice, our 2024 proxy statement, proxy card and voting instructions and our 2023 Annual Report are first being mailed and made available to our stockholders on or about January 19, 2024.
Q.	Who may vote at the Annual Meeting?
A.	All holders of common stock of the Company as of the close of business on the Record Date are entitled to vote their shares at the Annual Meeting. As of the Record Date, there were 30,843,994 shares of common stock outstanding and entitled to vote. All stockholders entitled to vote will vote together as a single class on each matter properly brought before the Annual Meeting.
Q.	What shares can I vote?
A.	You can vote all shares of the Company’s common stock you owned on the Record Date, including shares you hold as the stockholder of record and shares you hold as a beneficial owner. Each outstanding share of the Company’s common stock entitles its holder to cast one vote on each director nominee and one vote on each other matter to be voted upon.


Q.	What is the difference between holding shares as the stockholder of record and as the beneficial owner?
A.	If your shares are registered directly in your name with the Company’s transfer agent, Computershare Trust Company, N.A., you are considered the “stockholder of record” with respect to those shares. If you are a stockholder of record, a Notice has been sent directly to you by the Company. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held in street name. Access to these proxy materials and our 2023 Annual Report was provided to you by your bank, broker or other nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you may direct your broker, bank or other nominee on how to vote your shares by following their instructions for voting.
Q.	What do I need to bring to the Annual Meeting?
A.	You must bring these two items with you to enter the Annual Meeting: (1) Your admission ticket or proof of beneficial ownership of our stock, and (2) Photo identification, such as a driver’s license or passport.
Q.	Where is my admission ticket?
A.	If you are a stockholder of record, your admission ticket will be mailed to you by the Company. If you are a beneficial owner, you may use proof of your ownership of our stock as of the close of business on the Record Date, such as a bank or brokerage account statement, as your admission ticket. If you would prefer to obtain an actual admission ticket, please mail a written request, along with your proof of ownership, to: Liquidity Services, Inc. 6931 Arlington Road, Suite 460 Bethesda, MD 20814 Attention: Corporate Secretary
Q.	Are any items prohibited at the Annual Meeting?
A.	Yes. Cameras, recording equipment, electronic devices, large bags, briefcases and packages are prohibited at the Annual Meeting. Any stockholder who attempts to bring prohibited items into the Annual Meeting will not be admitted.
Q.	How do I vote my shares?
A.	You may vote using any of the following methods: (1) By mail; (2) By telephone or Internet; or (3) In person at the Annual Meeting.


Q.	How do I vote by mail?
A.	Complete, sign and date the proxy card or voting instruction card you received with these proxy materials and return it in the prepaid envelope. If you are a stockholder of record and you return your signed proxy card but do not indicate your voting preferences, the persons named in the proxy card will vote your shares in accordance with the recommendations of the Board of Directors. If you are a stockholder of record, and the prepaid envelope is missing, please mail your completed proxy card to Liquidity Services, Inc., 6931 Arlington Road, Suite 460, Bethesda, MD 20814, Attention: Corporate Secretary.
Q.	How do I vote by telephone or Internet?
A.	To vote by telephone, call the toll-free telephone number on your proxy card. Please have your proxy card in hand when you call. Voice prompts will allow you to vote your shares and confirm that your instructions have been properly recorded. To vote by Internet, visit www.envisionreports.com/LQDT (for shares you hold as the stockholder of record) and/or www.edocumentview.com/LQDT (for shares you hold as a beneficial owner in street name). Please have your proxy card available when you go online.
Q.	How do I vote in person?
A.	You may vote in person by attending the Annual Meeting. For additional information regarding attendance at the Annual Meeting, see answers to the questions “What do I need to bring to the Annual Meeting?,” “Where is my admission ticket?” and “Are any items prohibited at the Annual Meeting?” above. You may also be represented by another person at the Annual Meeting by executing a legal proxy designating that person. If you are a beneficial owner of shares, you must obtain a legal proxy from your broker, bank or other nominee and present it to the inspector of election with your ballot to vote at the Annual Meeting.
Q.	What can I do if I change my mind after I vote my shares?
A.	If you are a stockholder of record, you can revoke your proxy before it is exercised by: • sending written notice to the Corporate Secretary of the Company; • delivering a valid, later dated proxy or a later dated vote by telephone or Internet prior to the Annual Meeting; or • voting in person at the Annual Meeting. If you are a beneficial owner, you can revoke your proxy before it is exercised by contacting your broker, bank or other nominee and submitting new voting instructions. You may also vote in person at the Annual Meeting if you obtain a legal proxy as described in the answer to the previous question. All shares represented by properly executed proxies received before the Annual Meeting and not revoked will be voted under the instructions stated in such proxies. Properly executed proxies that do not contain voting instructions will be voted under the recommendations of the Board of Directors set forth under “What are the voting requirements for the matters to be voted on at the Annual Meeting?” below.


Q.	What are my voting options?
A.	For Proposal 1 (Election of Directors), you may vote “for” one or more nominees, or you may “withhold” your vote from one or more nominees. For Proposal 2 (Ratification of Independent Registered Public Accounting Firm), you may vote “for” or “against” the proposal or you may indicate that you wish to “abstain” from voting on the proposal. For Proposal 3 (Approval of an Advisory Resolution on Named Executive Officer Compensation), you may vote “for” or “against” the proposal or you may indicate that you wish to “abstain” from voting on the proposal. For Proposal 4 (Approval of Amendment to the Company’s Third Amended and Restated 2006 Omnibus Long-Term Incentive Plan), you may vote “for” or “against” the proposal or you may indicate that you wish to “abstain” from voting on the proposal.
Q.	What is the quorum requirement for the Annual Meeting?
A.	The presence of the holders of a majority of the outstanding shares of common stock entitled to vote at the Annual Meeting, present in person or represented by proxy, is necessary to constitute a quorum. Abstentions and broker non-votes are counted as present and entitled to vote for purposes of determining a quorum.
Q.	What is a “broker non-vote”?
A.	A “broker non-vote” occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because that holder does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner.


Q.	What are the voting requirements for the matters to be voted on at the Annual Meeting?
A.	A plurality of the votes cast by stockholders who are present in person or by proxy at the Annual Meeting is required for the election of directors. This means that the director nominees with the most “for” votes will be elected. Thus, shares as to which a stockholder “withholds” voting authority and broker non‑votes will not be counted towards any director nominee’s achievement of a plurality and will not affect the outcome of the election of directors. Stockholders may not cumulate their votes in favor of any one nominee. The affirmative “for” vote of a majority of the votes cast by stockholders who are present, either in person or by proxy, at the Annual Meeting and entitled to vote on the proposal is required to approve each of Proposals 2, 3 and 4. Votes cast “against” each of Proposals 2, 3 and 4 will count against the approval of the proposal. Abstentions and broker non‑votes will not be counted as votes cast and will not affect the outcome of these proposals. If you are a stockholder of record and sign your proxy card with no further instructions, your shares will be voted in accordance with the recommendations of the Board (“for” all director nominees identified in Proposal 1 and “for” each of Proposals 2, 3 and 4). Brokers, banks and other nominees are not expected to be able to vote without instructions from the beneficial owner on Proposals 1, 3 and 4. Therefore, if your shares are held through a broker, bank or other nominee, they are not expected to be voted on these proposals unless you affirmatively vote your shares in one of the ways described above. If you are a beneficial owner, your broker, bank or other nominee may vote your shares on Proposal 2 even if the broker, bank or other nominee does not receive voting instructions from you.
Q.	Could other matters be decided at the Annual Meeting?
A.	As of the date of this proxy statement, we did not know of any matters to be acted on at the Annual Meeting other than those referred to in this proxy statement. If other matters are properly presented at the Annual Meeting for consideration, the proxy holders named on the proxy card will have the discretion to vote on those matters for you.


Q.	Who will pay for the cost of this proxy solicitation?
A.	We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by directors, officers or employees, acting without special compensation, in person, by telephone or electronically.


Q.	Who will count the vote?
A.	Representatives of our transfer agent, Computershare Trust Company, N.A., will tabulate the votes and act as inspectors of election.


Name	Position	Year Current Term Expires	Director Since	Independent	Audit Committee	Compensation Committee	Governance Committee

Mr. Angrick	Class I director	2025	2000	NO

Mr. Kolodzieski	Class I director	2025	2015	YES		●	●
Mr. Clough	Class II director	2026	2004	YES		●	Chair
Mr. Ellis	Class II director	2026	2010	YES	Chair

Mr. Mateus-Tique	Class II director	2026	2000	NO

Ms. Dyer	Class III director	2024	2020	YES		●	●

Mr. Fall	Class III director	2024	2023	YES	●		●

Ms. Infante*	Class III director	2024	2014	YES	●	Chair


Board Diversity Matrix (as of the Record Date)
Total Number of Directors	8
Part I: Gender Identity	Female	Male	Non-Binary	Did Not Disclose Gender
Directors	2	6	-	-
Part II: Demographic Background
African American or Black	-	1	-	-
Alaskan Native or Native American	-	-	-	-
Asian	-	-	-	-
Hispanic or Latinx	1	-	-	-
Native Hawaiian or Pacific Islander	-	-	-	-
White	2	4	-	-
Two or More Races or Ethnicities	1	-	-	-
LGBTQ+	-	-	-	-
Did Not Disclose Demographic Background	-	1	-	-
Part III: Supplemental Self-Identification
Military Veteran	-	2	-	-
Person with Disability/Disabilities	-	-	-	-
Person of International/Non-U.S. Origin	1	2	-	-


Annual Compensation Element for Role	Board Compensation
General Board Service—Cash Retainer	$45,000
Lead Director—Cash Retainer	$7,500
Committee Chair Service—Cash Retainer
Audit Committee	$20,000
Compensation Committee	$12,000
Governance Committee	$7,500
Committee Service—Cash Retainer
Audit Committee	$10,000
Compensation Committee	$6,000
Governance Committee	$3,750
General Board Service—Equity* (Each Director Elects One of Three Following Alternatives)
Option Value (60%)	$60,000
RSU Value (40%)	$40,000 or
Option Value (20%)	$20,000
RSU Value (80%)	$80,000 or
Option Value (0%)	$0
RSU Value (100%)	$100,000
* Stock options and RSUs generally vest in full on February 1 of each year (one year vesting period).


Name	Retainer Fees (Paid in Cash)(1)	Stock Awards(2)(3)(4)(5)	Option Awards(2)(3)(6)	Total ($)
Phillip A. Clough	$49,500	$80,000	$20,000	$149,500

Katharin S. Dyer	$55,327	$100,000	$0	$155,327

George H. Ellis	$64,038	$100,000	$0	$164,038

Amath Fall	$65,705	$135,000	$0	$200,705

Beatriz V. Infante	$74,500	$100,000	$0	$174,500

Edward Kolodzieski	$54,750	$100,000	$0	$154,750

Jaime Mateus-Tique	$45,000	$100,000	$0	$145,000


	Number of Shares Beneficially Owned	Percentage of Shares Outstanding(1)
5% or Greater Stockholders
BlackRock, Inc.(2) 55 East 52nd Street New York, NY 10055	3,554,541	10.98%
Staley Capital Advisers, Inc.(3) One Oxford Centre, Suite 3950 Pittsburgh, PA 15219	2,200,000	6.79%
Renaissance Technologies LLC(4) 800 Third Avenue New York, NY 10022	1,847,904	5.71%
The Vanguard Group(5) 100 Vanguard Blvd. Malvern, PA 19355	1,681,783	5.19%
Officers and Directors
William P. Angrick, III(6)	7,779,977	24.02%
Jorge A. Celaya(7)	192,853	*
Phillip A. Clough(8)	175,884	*
John P. Daunt(9)	161,022	*
Katharin S. Dyer(10)	35,285	*
George H. Ellis(11)	38,546	*
Amath Fall(12)	8,946	*
Beatriz V. Infante(13)	87,990	*
Edward J. Kolodzieski(14)	65,229	*
Jaime Mateus-Tique(15)	805,191	2.49%
Novelette Murray(16)	93,755	*
Mark A. Shaffer(17)	76,840	*
Steven J. Weiskircher(18)	118,306	*
All directors and executive officers as a group (13 individuals)	9,639,824	29.77%


	Fiscal 2023	Fiscal 2022
Audit Fees(1)	$1,175,200	$1,174,000

Audit-Related Fees	$0	$0

Tax Fees(2)	$270,825	$15,000

All Other Fees (3)	$1,895	$1,895
Total Fees	$1,447,920	$1,190,895


Name	Age	Position
Jorge A. Celaya	57	Chief Financial Officer
John P. Daunt	58	Chief Commercial Officer
Steven J. Weiskircher	50	Chief Technology Officer
Mark A. Shaffer	50	Chief Legal Officer and Corporate Secretary
Novelette Murray	58	Chief Human Resources Officer



Nominee Name	Director Since	Independent	Committee Memberships
Katharin S. Dyer	2020	YES	Compensation Committee; Governance Committee
Amath Fall	2023	YES	Audit Committee
Beatriz V. Infante	2014	YES	Lead Independent Director Compensation Committee (Chair); Audit Committee


Name	Industry Experience and/or Company Knowledge	Senior Leadership Experience	High-Growth Company Experience	U.S. Public Company Board Service Experience	Media and Technology Experience	Financial and/or Accounting Experience	Data Analytics and E-commerce Marketing Experience
Mr. Angrick	●	●	●		●	●

Mr. Clough		●	●	●	●	●

Ms. Dyer		●	●		●		●

Mr. Ellis		●	●	●	●	●

Mr. Fall		●	●		●	●

Ms. Infante		●	●	●	●	●

Mr. Kolodzieski	●	●	●		●	●	●

Mr. Mateus-Tique	●	●	●		●	●


RECOMMENDATION OF THE BOARD
ü	Your Board of Directors unanimously recommends a vote FOR the election of Katharin S. Dyer, Amath Fall and Beatriz V. Infante as directors.


	The Audit Committee: George H. Ellis, Chair Amath Fall Beatriz V. Infante


		Shares Outstanding	Treasury Stock	Net Shares Outstanding
	September 30, 2019	33,687,115	-	33,687,115
Fiscal 2020	Stock Options Exercised	28,399	-	28,399
	Full-Value Awards Vested	466,284	-	466,284
	Shares Withheld for Exercise Price and/or Tax Obligations	(84,392)	-	(84,392)
	Shares Received for Exercise Price Obligations	-	-	-
	Shares Repurchased	-	(547,508)	(547,508)
	Other*	(15,000)	-	(15,000)
	September 30, 2020	34,082,406	(547,508)	33,534,898
	FY20 Change #	395,291	(547,508)	(152,217)
	FY20 Change %	12%	NA	(5%)
Fiscal 2021	Stock Options Exercised	1,033,529	-	1,033,529
	Full-Value Awards Vested	800,088	-	800,088
	Shares Withheld for Exercise Price and/or Tax Obligations	(445,195)	-	(445,195)
	Shares Received for Exercise Price Obligations	-	(82,612)	(82,612)
	Shares Repurchased	-	(1,591,963)	(1,591,963)
	Other*	(13,733)	-	(13,733)
	September 30, 2021	35,457,095	(2,222,083)	33,235,012
	FY21 Change #	1,374,689	1,674,575	(299,886)
	FY21 Change %	4%	305%	(2%)
Fiscal 2022	Stock Options Exercised	316,994	-	316,994
	Full-Value Awards Vested	328,730	-	328,730
	Shares Withheld for Exercise Price and/or Tax Obligations	(240,976)	-	(240,976)
	Shares Received for Exercise Price Obligations	-	(23,839)	(23,839)
	Shares Repurchased	-	(1,567,277)	(1,567,277)
	Other*	(137,757)	-	(137,757)
	September 30, 2022	35,724,057	(3,813,199)	31,910,858
	FY22 Change #	266,962	(1,591,116)	(1,324,154)
	FY22 Change %	1%	71%	(4%)
Fiscal 2023	Stock Options Exercised	372,362	-	372,362
	Full-Value Awards Vested	252,228	-	252,228
	Shares Withheld for Exercise Price and/or Tax Obligations	(206,301)	-	(206,301)
	Shares Received for Exercise Price Obligations	-	(12,705)	(12,705)
	Shares Repurchased	-	(1,607,141)	(1,607,141)
	September 30, 2023	36,142,346	(5,433,045)	30,709,301
	FY23 Change #	418,289	(1,619,846)	(1,201,557)
	FY23 Change %	1%	42%	(4%)


Share Element	2023	2022	2021	2020
Time-Based Stock Options Granted	178,048	141,712	558,673	415,719
Time-Based Full-Value Awards Granted	478,813	386,834	190,945	330,493

Performance-Based Stock Options Granted	175,910	139,945	549,600	402,800

Performance-Based Stock Options Earned/Vested	4,000	485,324	909,500	16,106

Performance-Based Full-Value Awards Granted	288,420	458,585	139,600	193,600

Performance-Based Full-Value Awards Earned/Vested	1,230	175,535	483,054	73,518

Weighted-Average Shares of Common Stock Outstanding During the Fiscal Year	30,576,142	32,292,978	33,333,557	33,612,263


Number of new shares being authorized	2,500,000

Number of shares available for future awards as of the Record Date	66,635

Number of shares relating to outstanding time-based stock options as of the Record Date	1,630,592

Number of shares relating to outstanding performance-based stock options as of the Record Date	1.162,119

Number of shares relating to outstanding awards of time-based restricted stock and restricted stock units as of the Record Date	797,130

Number of shares relating to outstanding awards of performance-based restricted stock and restricted stock units as of the Record Date	884,970

Maximum option term	10 years

Minimum exercise price (relative to the market value on date of grant)	100%

Weighted average remaining term of outstanding options as of the Record Date	6.4 years

Weighted average exercise price of outstanding options as of the Record Date	$11.82
Total number of shares available for future awards if this proposal is approved	2,566,635


Name and Position	Total Number of Shares Underlying Awards Grants
William P. Angrick, III	1,726,812
Chairman and Chief Executive Officer
Jorge A. Celaya	356,196
Chief Financial Officer
John P. Daunt	296,583
Chief Commercial Officer
Steven J. Weiskircher	192,445
Chief Technology Officer
Mark A. Shaffer	176,451
Chief Legal Officer and Corporate Secretary
All current executive officers as a group	2,748,487
All non-employee directors as a group	154,243
All employees as a group (excluding executive officers)	1,819,354


Executive Officer	Principal Position
William P. Angrick, III	Chairman and Chief Executive Officer
Jorge A. Celaya	EVP and Chief Financial Officer
John P. Daunt	EVP and Chief Commercial Officer
Steven J. Weiskircher	SVP and Chief Technology Officer
Mark A. Shaffer	Chief Legal Officer and Corporate Secretary


Short-Term Incentive Compensation		Long-Term Incentive Compensation
Annual Base Salary	Annual Cash Incentive	• Aligns executives’ interests with stockholders’ interests and drives decisions and achieves goals that will help us remain competitive; • Attracts executives with an interest in creating long-term stockholder value; • Rewards executives for building and sustaining stockholder value; and • Retains executives both through growth in their equity value and the vesting provisions of our stock awards.
• Attracts and retains executives by fairly compensating them for performing the fundamental requirements of their positions.	• Motivates executives to achieve specific annual financial, operational and strategic goals and objectives whose achievements are critical to short-term and long-term success; • Rewards executives in proportion to the goals achieved each year; and • Attracts executives with an interest in linking their composition package directly to higher corporate performance.


• Agilysys	• PROS
• American Software	• PubMatic
• BigCommerce	• QuinStreet
• CarParts.com	• Quotient Technology
• Cars.com	• RB Global (previously Ritchie Bros.)
• comScore	• Shutterstock
• DHI Group	• SPS Commerce
• Eventbrite	• The RealReal
• LivePerson	• TrueCar
• PetMed Express	• Upland Software
• Porch Group


Named Executive Officer	2023 Salary	2022 Salary	Percentage Increase
William P. Angrick, III	$435,000	$420,000	3.6%
Jorge A. Celaya	$404,175	$392,403	3.0%
John P. Daunt	$383,959	$362,208	6.0%
Steven J. Weiskircher	$379,990	$348,295	9.1%
Mark A. Shaffer	$354,768	$344,435	3.0%


Named Executive Officer	2024 Salary	Percentage Increase
William P. Angrick, III	$460,000	6%
Jorge A. Celaya	$450,000	11%
John P. Daunt	$400,000	4%
Steven J. Weiskircher	$401,000	5%
Mark A. Shaffer	$387,000	9%


Consolidated Direct Profit Achievement Levels
Threshold	Target	Maximum
$160.8M	$180.0M	$196.2M


Consolidated AEBITDA Achievement Levels
Threshold	Target	Maximum
$39.7M	$48.0M	$53.7M


Named Executive Officer	Fiscal 2023 Target Award as Percentage of Base Salary	Fiscal 2023 Annual Incentive Target	Fiscal 2023 Maximum Award as Percentage of Base Salary	Fiscal 2023 Annual Incentive Maximum
William P. Angrick, III	150%	$652,500	225%	$978,750
Jorge A. Celaya	80%	$323,340	120%	$485,010
John P. Daunt	80%	$307,167	120%	$460,751
Steven J. Weiskircher	50%	$189,995	75%	$284,993
Mark A. Shaffer	50%	$177,384	75%	$266,076


Name and Principal Position	Consolidated Direct Profit	Consolidated Adjusted EBITDA	2023 Incentive Target	2023 Actual Payout	2023 Actual Payout as a % of Target
William P. Angrick, III Chairman and Chief Executive Officer	67%	72%	$652,500	$456,750	70%
Jorge A. Celaya Chief Financial Officer	67%	72%	$323,340	$226,338	70%
John P. Daunt Chief Commercial Officer	67%	72%	$307,167	$215,017	70%
Steven J. Weiskircher Chief Technology Officer	67%	72%	$189,995	$132,997	70%
Mark A. Shaffer Chief Legal Officer and Corporate Secretary	67%	72%	$177,384	$124,169	70%


Named Executive Officer	Fiscal 2024 Target Award as Percentage of Base Salary	Fiscal 2024 Annual Incentive Target	Fiscal 2024 Maximum Award as Percentage of Base Salary	Fiscal 2024 Annual Incentive Maximum
William P. Angrick, III	150%	$690,000	225%	$1,035,000
Jorge A. Celaya	80%	$360,000	120%	$540,000
John P. Daunt	80%	$320,000	120%	$480,000
Steven J. Weiskircher	50%	$200,500	75%	$300,750
Mark A. Shaffer	50%	$193,500	75%	$290,250


Consolidated Direct Profit (50% Weight)
Results	% of Award Vesting
$185M	20%
$200M	40%
$215M	60%
$230M	80%
$245M	100%