Liquidity Services Inc DEF 14A, filed Jan 17, 2025

Liquidity Services Inc (LQDT)

DEF 14A 2025-01-17 For: 2025-01-17

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Added on June 12, 2026

About this DEF 14A

Liquidity Services Inc filed this DEF 14A on January 17, 2025.

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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 27, 2025.
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 2024 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 24, 2025. 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 I directors named in the proxy statement to the Board of Directors to hold office until our 2028 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 2025; • Approve an advisory resolution on named executive officer compensation; 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 2, 2025 (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	22
Beneficial Ownership of Shares of Common Stock	25
Delinquent Section 16(a) Reports	28
Certain Relationships and Related Party Transactions	29
Proposals Requiring Your Vote	30
Proposal 1 – Election of Directors	30
Our Board of Directors	32
Proposal 2 – Ratification of Independent Registered Public Accounting Firm	39
Proposal 3 – Approval of an Advisory Resolution on Named Executive Officer Compensation	41
Executive Compensation	42
Compensation Committee Report	78
Equity Compensation Plan Information	79
Requirements, Including Deadlines for Submission of Proxy Proposals, Nomination of Directors and Other Business of Stockholders	80
Annual Report	82


Proposals Requiring Your Vote	Board’s Voting Recommendation	Page Reference (for more detail)
Proposal 1 – ELECTION OF CLASS I DIRECTORS	FOR each director nominee	30
Proposal 2 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	FOR	39
Proposal 3 – APPROVAL OF AN ADVISORY RESOLUTION ON NAMED EXECUTIVE OFFICER COMPENSATION	FOR	41


	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 2025 Annual Meeting of Stockholders to be held on February 27, 2025 (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 2, 2025 (the “Record Date”), which entitles you to vote at our 2025 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 27, 2025 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 2025 proxy statement, proxy card and voting instructions and our 2024 Annual Report are first being mailed and made available to our stockholders on or about January 24, 2025.
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 30,834,934 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 2024 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 is “householding” and how does it affect me?
A.	If you received the Notice, householding does not affect you. If you received our proxy materials and 2024 Annual Report through the mail, householding may affect you. “Householding” is a procedure approved by the Securities and Exchange Commission (the “SEC”) that permits us to send a single copy of our proxy materials and our fiscal 2024 Annual Report to stockholders of record who share the same address and last name, unless one or more of these stockholders notifies us they wish to receive an individual copy. This procedure reduces our printing costs and postage fees and conserves natural resources. Stockholders affected by householding will receive separate proxy cards. If you are a stockholder of record multiple Notices or copies of our proxy materials and 2024 Annual Report were mailed to your address, and you would like to participate in householding, please contact our transfer agent, Computershare Trust Company, N.A. (in writing: c/o Shareholder Services, P.O. Box 505000, Louisville, KY 40233-5000; from within the United States by telephone: 800-662‑7232; and from outside the United States by telephone: + 1 781-575‑2879). If you are a stockholder of record and you do not wish to participate in householding, please contact our transfer agent. If you are a beneficial owner, you may request information about householding from your broker, bank or other nominee.
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.
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 and 3. Votes cast “against” each of Proposals 2 and 3 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 and 3). Brokers, banks and other nominees are not expected to be able to vote without instructions from the beneficial owner on Proposals 1 and 3. 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. Ellis	Class II director	2026	2010	YES	●		●

Mr. Mateus-Tique	Class II director	2026	2000	NO

Ms. Dyer	Class III director	2027	2020	YES		●	Chair

Mr. Fall	Class III director	2027	2023	YES	Chair

Ms. Infante*	Class III director	2027	2014	YES	●	Chair


Name	Age	Position
Jorge A. Celaya	58	Chief Financial Officer
John P. Daunt	59	Chief Commercial Officer
Steven J. Weiskircher	51	Chief Technology Officer
Mark A. Shaffer	51	Chief Legal Officer and Corporate Secretary
Novelette Murray	59	Chief Human Resources Officer


Cash Compensation Element:	2024 Amount:	2023 Amount:
Lead Director Service	$20,000	$7,500
Audit Committee Chair Service	$20,000	$20,000
Compensation Committee Chair Service	$15,000	$12,000
Governance Committee Chair Service	$10,000	$7,500
Non-Chair Audit Committee Service	$10,000	$10,000
Non-Chair Compensation Committee Service	$7,500	$6,000
Non-Chair Governance Committee Service	$4,000	$3,750


Name	Retainer Fees (Paid in Cash)	Stock Awards(1)(2)(3)	Total ($)
Katharin S. Dyer	$62,500	$165,000	$227,500

George H. Ellis	$59,000	$165,000	$224,000

Amath Fall	$65,000	$165,000	$230,000

Beatriz V. Infante	$90,000	$165,000	$255,000

Edward Kolodzieski	$56,500	$165,000	$221,500

Jaime Mateus-Tique	$45,000	$165,000	$210,000


	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	3,398,175	10.6%
Renaissance Technologies LLC(3) 800 Third Avenue New York, NY 10022	1,929,704	6.0%
The Vanguard Group(4) 100 Vanguard Blvd. Malvern, PA 19355	1,866,786	5.8%
Staley Capital Advisers, Inc.(5) One Oxford Centre, Suite 3950 Pittsburgh, PA 15219	1,754,947	5.5%
Officers and Directors
William P. Angrick, III(6)	7,837,582	24.4%
Jorge A. Celaya(7)	192,485	*
John P. Daunt(8)	65,048	*
Katharin S. Dyer(9)	35,285	*
George H. Ellis(10)	13,902	*
Amath Fall(11)	8,946	*
Beatriz V. Infante(12)	87,990	*
Edward J. Kolodzieski(13)	15,229	*
Jaime Mateus-Tique(14)	635,130	2.0%
Novelette Murray(15)	86,496	*
Mark A. Shaffer(16)	71,026	*
Steven J. Weiskircher(17)	77,827	*
All directors and executive officers as a group (12 individuals)	9,126,946	28.4%


	Fiscal 2024	Fiscal 2023
Audit Fees(1)	$1,259,934	$1,175,200

Audit-Related Fees	$0	$0

Tax Fees(2)	$311,028	$270,825

All Other Fees (3)	$1,895	$1,895
Total Fees	$1,572,857	$1,447,920


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.


Annual Compensation Element for Role	Board Compensation
General Board Service—Cash Retainer	$45,000
Lead Director—Cash Retainer	$20,000
Committee Chair Service—Cash Retainer
Audit Committee	$20,000
Compensation Committee	$15,000
Governance Committee	$10,000
Committee Service—Cash Retainer
Audit Committee	$10,000
Compensation Committee	$7,500
Governance Committee	$4,000
General Board Service—Equity* * The RSUs typically vest on the one (1) year anniversary of the grant date.	$165,000



Nominee Name	Director Since	Independent	Committee Memberships
William P. Angrick, III	2000	NO	None
Edward J. Kolodzieski	2015	YES	Compensation Committee; Governance 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	●	●	●		●	●

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 William P. Angrick, III and Edward J. Kolodzieski as directors.


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


• ACV Auctions	• Model N
• Agilysys	• PetMed Express
• American Software	• Porch Group
• BigCommerce	• PROS
• CarParts.com	• PubMatic
• Cars.com	• QuinStreet
• comScore	• RB Global (previously Ritchie Bros.)
• DHI Group	• Shutterstock
• Eventbrite	• The RealReal
• Everbridge	• TrueCar
• LivePerson	• Upland Software
• Magnite


Named Executive Officer	2024 Salary	2023 Salary	Percentage Increase
William P. Angrick, III	$460,000	$435,000	6%
Jorge A. Celaya	$450,000	$404,175	11%
John P. Daunt	$400,000	$383,959	4%
Steven J. Weiskircher	$401,000	$379,990	6%
Mark A. Shaffer	$387,000	$354,768	9%


Named Executive Officer	2025 Salary	Percentage Increase
William P. Angrick, III	$470,000	2%
Jorge A. Celaya	$459,000	2%
John P. Daunt	$412,000	3%
Steven J. Weiskircher	$414,000	3%
Mark A. Shaffer	$407,000	5%


Consolidated Direct Profit Achievement Levels
Threshold	Target	Maximum
$176.2M	$191.6M	$203.0M


Consolidated AEBITDA Achievement Levels
Threshold	Target	Maximum
$46.2M	$51.6M	$56.3M


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


Name and Principal Position	Consolidated Direct Profit	Consolidated Adjusted EBITDA	2024 Incentive Target	2024 Actual Payout	2024 Actual Payout as a % of Target
William P. Angrick, III Chairman and Chief Executive Officer	80%	68%	$690,000	$510,600	74%
Jorge A. Celaya Chief Financial Officer	80%	68%	$360,000	$266,400	74%
John P. Daunt Chief Commercial Officer	80%	68%	$320,000	$236,800	74%
Steven J. Weiskircher Chief Technology Officer	80%	68%	$200,500	$148,370	74%
Mark A. Shaffer Chief Legal Officer and Corporate Secretary	80%	68%	$193,500	$143,190	74%


Named Executive Officer	Fiscal 2025 Target Award as Percentage of Base Salary	Fiscal 2025 Annual Incentive Target	Fiscal 2025 Maximum Award as Percentage of Base Salary	Fiscal 2025 Annual Incentive Maximum
William P. Angrick, III	150%	$705,000	225%	$1,057,500
Jorge A. Celaya	80%	$367,200	120%	$550,800
John P. Daunt	80%	$329,600	120%	$494,400
Steven J. Weiskircher	50%	$207,000	75%	$310,500
Mark A. Shaffer	50%	$203,500	75%	$305,250


Consolidated Direct Profit
Results	% of Total Award Vesting
$195M	10%
$205M	20%
$215M	30%
$225M	40%
$235M	50%


Consolidated AEBITDA
Results	% of Total Award Vesting
$52.5M	10%
$56M	20%
$59M	30%
$62M	40%
$65M	50%


Named Executive Officer	Target Value of Equity Compensation as a Percentage of Base Salary
William P. Angrick, III	720%
Jorge A. Celaya	321%
John P. Daunt	260%
Steven J. Weiskircher	240%
Mark A. Shaffer	204%


Award Type	Vesting Schedule	Performance Goals
Time-Based Options	12/48th on 1/1/2025 and 1/48th monthly thereafter for 36 months	N/A
Time-Based RSUs	25% on 1/1/2025 and 25% on each of 1/1/2026, 1/1/2027 and 1/1/2028	N/A
Performance-Based Options	Vesting from 1/1/2025 through 1/1/2027	Based on trailing 12-month Consolidated Direct Profit and Consolidated AEBITDA results measured quarterly from 1/1/2025 through 1/1/2027
Performance-Based RSUs	Vesting from 1/1/2025 through 1/1/2027	Based on trailing 12-month Consolidated Direct Profit and Consolidated AEBITDA results measured quarterly from 1/1/2025 through 1/1/2027


Executive	Ownership Requirement as a Percentage of Base Salary
CEO	600%
Other NEOs	150%


Name and Principal Position	Year	Salary(1)	Bonus	Stock Awards(2)	Option Awards(2)	Non‑Equity Incentive Plan Compensation(3)	All Other Compensation(4)	Total
William P. Angrick, III Chairman and Chief Executive Officer	2024	460,000		2,414,859	895,033	510,600	15,650	4,296,142
	2023	435,000		2,070,096	796,876	456,750	13,295	3,772,017
	2022	420,000		2,522,676	1,184,952	198,828	14,040	4,340,496
Jorge A. Celaya Chief Financial Officer	2024	450,000		1,049,045	393,848	266,400	14,810	2,174,103
	2023	404,175		627,512	248,602	226,338	12,455	1,519,082
	2022	392,403		350,282	164,939	99,074	13,200	1,019,898
John P. Daunt Chief Commercial Officer	2024	400,000		757,154	284,284	236,800	15,410	1,693,648
	2023	383,959		627,512	248,602	215,017	12,893	1,487,983
	2022	362,208		350,282	164,939	80,019	13,200	970,648
Steven J. Weiskircher Chief Technology Officer	2024	401,000		699,363	262,626	148,370	13,970	1,525,329
	2023	379,990		423,594	167,776	132,997	11,434	1,115,791
	2022	348,295		560,773	263,817	54,961	12,140	1,239,986
Mark A. Shaffer Chief Legal Officer and Corporate Secretary	2024	387,000		573,203	215,215	143,190	14,089	1,332,697
	2023	354,768		392,385	155,451	124,169	11,434	1,038,207
	2022	344,435		350,282	164,939	54,352	12,140	926,148


Name	Grant Date	Compensation Committee Approval Date	Estimated Future Payouts Under Non‑Equity Incentive Plan Awards(1)			Estimated Future Payouts Under Equity Incentive Plan Awards(2)	All Other Stock Awards: Number of Shares of Stock or Units(3) (#)	All Other Option Awards: Number of Securities Underlying Options(4) (#)	Exercise or Base Price of Option Awards(5) ($/Share)	Grant Date Fair Value of Stock & Option Awards(6) ($)
Name	Grant Date	Compensation Committee Approval Date				Threshold ($)			Exercise or Base Price of Option Awards(5) ($/Share)	Grant Date Fair Value of Stock & Option Awards(6) ($)	Target ($)	Maximum ($)	Target (#)
William P. Angrick, III
2024 Cash Award	N/A	12/5/2023	135,900	690,000	1,035,000	-	-	-	-	-
2024 Options	12/22/2023	12/5/2023	-	-	-	-	-	50,170	$19.04	$447,516
2024 RSUs	12/5/2023	12/5/2023	-	-	-	-	61,635	-	-	$1,207,430
2024 Performance Options	12/22/2023	12/5/2023	-	-	-	50,170	-	-	$19.04	$447,516
2024 Performance RSUs	12/5/2023	12/5/2023	-	-	-	61,635	-	-	-	$1,207,430