Liquidity Services Inc PRE 14A, filed Jan 13, 2023

Liquidity Services Inc (LQDT)

PRE 14A 2023-01-13 For: 2023-02-23

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Added on October 19, 2026

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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	3:00 p.m., Eastern Time, on February 23, 2023.
Place	The offices of Liquidity Services, Inc., 6931 Arlington Road, Suite 200, Bethesda, MD 20814.
Items of Business	• Elect each of the Class II directors named in the proxy statement to the Board of Directors to hold office until our Annual Meeting of Stockholders in 2026 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 2023; • Approve an amendment to our Fourth Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company; • Approve an advisory resolution on named executive officer compensation; • Recommend the frequency of future advisory votes 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 4, 2023 (the “Record Date”).
Annual Meeting Admission	You will need an admission ticket or proof of ownership 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 Liquidity Services, Inc. stock as of the close of business on the Record Date, such as a bank or brokerage account statement, 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 Liquidity Services, Inc. stock as of the close of business on the Record Date, to: Liquidity Services, Inc., 6931 Arlington Road, Suite 200, 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.
Voting	Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read this proxy statement and submit your proxy or voting instruction card as soon as possible. You may submit your proxy or voting instruction card for the Annual Meeting by completing, signing, dating and returning your proxy or voting instruction card in the pre‑addressed envelope provided, or, in most cases, by using the telephone or the Internet. For specific instructions on how to vote your shares, please refer to the section entitled “Questions and Answers” beginning on page 2 of the proxy statement and the instructions on the proxy or voting instruction card. You may revoke a proxy before its exercise at the Annual Meeting by following the instructions in the accompanying proxy statement. Any stockholder attending the Annual Meeting


	Page
Proxy Statement Summary	1
Questions and Answers	2
Governance of the Company	8
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 Amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation to Limit the Liability of Certain Officers of the Company	44
Proposal 4 – Approval of an Advisory Resolution on Named Executive Officer Compensation	46
Proposal 5 – Recommendation on the Frequency of Future Advisory Votes on Named Executive Officer Compensation	47
Executive Compensation	48
Compensation Committee Report	81
Equity Compensation Plan Information	82
Requirements, Including Deadlines for Submission of Proxy Proposals, Nomination of Directors and Other Business of Stockholders	83
Annual Report	85
Appendix A	86


Proposals Requiring Your Vote	Board’s Voting Recommendation	Page Reference (for more detail)
Proposal 1 – ELECTION OF CLASS II DIRECTORS	FOR each director nominee	31
Proposal 2 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	FOR	41
Proposal 3 – APPROVAL OF AN AMENDMENT TO THE COMPANY’S FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO LIMIT THE LIABILITY OF CERTAIN OFFICERS OF THE COMPANY	FOR	44
Proposal 4 – APPROVAL OF AN ADVISORY RESOLUTION ON NAMED EXECUTIVE OFFICER COMPENSATION	FOR	46
Proposal 5 – RECOMMENDATION ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION	EVERY YEAR	47


	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 these proxy materials?
A.	You are receiving these proxy materials because our records indicate you held shares of our common stock as of the close of business on January 4, 2023 (the “Record Date”), which entitles you to vote at our 2023 Annual Meeting of Stockholders (the “Annual Meeting”) and at any adjournment or postponement of such meeting. These proxy materials are part of a solicitation by the Board of Directors for use 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.	When and where is the Annual Meeting?
A.	The Annual Meeting will take place on Thursday, February 23, 2023 at 3:00 p.m., Eastern Time, at our corporate headquarters located at 6931 Arlington Road, Suite 200, Bethesda, Maryland 20814.
Q.	When were these proxy materials mailed?
A.	This Notice of Annual Meeting of Stockholders, proxy statement, proxy card and voting instructions and our 2022 Annual Report are first being mailed on or about January 24, 2023.
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 31,658,008 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, these proxy materials and our fiscal 2022 Annual Report have 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 fiscal 2022 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 using the voting instruction card included in the mailing or by following their instructions for voting by telephone or on the Internet.


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, 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 was mailed to you along with these proxy materials. If you are a beneficial owner, you may use proof of your ownership of Company common 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 200 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 200, 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. If you vote on the Internet, you also can request electronic delivery of future proxy materials.
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 bring to attend 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 our proxy materials and fiscal 2022 Annual Report electronically, householding does not affect you. If you received our proxy materials and fiscal 2022 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 fiscal 2022 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 copies of our proxy materials and fiscal 2022 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 Amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation to Limit the Liability of Certain Officers of the Company), 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 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 5 (Recommendation on the Frequency of Future Advisory Votes on Named Executive Officer Compensation), you may vote for a frequency of “every year,” “every 2 years” or “every 3 years” 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 4. Votes cast “against” Proposals 2 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. The affirmative “for” vote of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of the outstanding shares of Company capital stock entitled to vote generally in the election of directors (as opposed to outstanding shares present, in person or by proxy, at the meeting) is required to approve Proposal 3. Votes cast “against”, as well as abstentions and broker non-votes, will be counted against the approval of Proposal 3. For Proposal 5, the voting frequency (i.e., “every year”, “every two years”, or “every three years”) receiving the affirmative “for” vote of the greatest number of votes cast by stockholders who are present, either in person or by proxy, at the Annual Meeting and entitled to vote on Proposal 5 will be the frequency recommended, on an advisory basis, by our stockholders. Abstentions and broker non-votes will not be counted as votes cast and will not be counted in favor of any recommendation of voting frequency. 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, “for” each of Proposal 2, 3 and 4, and "every year" for Proposal 5). Brokers, banks and other nominees may not vote without instructions from the beneficial owner on Proposals 1, 3, 4 or 5. Therefore, if your shares are held through a broker, bank or other nominee, they will not 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.	Can I access these proxy materials online?
A.	Yes, these proxy materials are available under the Investors section of our website at www.liquidityservices.com.


	If you are a stockholder of record and would like to receive our proxy materials electronically in the future, you may enroll in the electronic delivery service at any time by going directly to www.computershare.com/investor and following the enrollment instructions. If you are a beneficial owner, you also may receive copies of these documents electronically. Please check the information provided in the proxy materials mailed to you by your broker, bank or other nominee regarding the availability of this service. Opting to receive your proxy materials online will save us the cost of producing and mailing documents to your home or business, and also will give you an electronic link to the proxy voting site.
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. Clough	Class II director	2023	2004	YES		●	Chair

Mr. Ellis	Class II director	2023	2010	YES	Chair

Mr. Mateus-Tique	Class II director	2023	2000	NO

Ms. Dyer	Class III director	2024	2020	YES		●	●

Mr. Gross**	Class III director	2024	2001	YES	●		●

Ms. Infante	Class III director	2024	2014	YES	●	Chair

Mr. Angrick	Class I director	2025	2000	NO

Mr. Kolodzieski	Class I director	2025	2015	YES		●	●


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	-	-	-	-
Alaskan Native or Native American	-	-	-	-
Asian	-	-	-	-
Hispanic or Latinx	1	-	-	-
Native Hawaiian or Pacific Islander	-	-	-	-
White	2	5	-	-
Two or More Races or Ethnicities	1	-	-	-
LGBTQ+	-	-	-	-
Did Not Disclose Demographic Background	-	1	-	-
Part III: Supplemental Self-Identification
Military Veteran	-	1	-	-
Person with Disability/Disabilities	-	-	-	-
Person of International/Non-U.S. Origin	1	1	-	-


Name	Age	Position
Jorge A. Celaya	56	Chief Financial Officer
John P. Daunt	57	Chief Commercial Officer
Steven J. Weiskircher	49	Chief Technology Officer
Mark A. Shaffer	49	Chief Legal Officer and Corporate Secretary
Novelette Murray	57	Chief Human Resources Officer


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 Options)
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
Vesting Schedule	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)	Option Awards(2)(3)(5)	Total ($)
Phillip A. Clough	$58,500	$100,000	$0	$158,500

Katharin S. Dyer	$54,750	$100,000	$0	$154,750

George H. Ellis	$65,000	$100,000	$0	$165,000

Patrick W. Gross	$0	$146,250	$20,000	$166,250

Beatriz V. Infante	$67,000	$100,000	$0	$167,000

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% Stockholders
BlackRock, Inc.(2) 55 East 52nd Street New York, NY 10055	4,144,617	12.41%
Granahan Investment Management, Inc.(3) 404 Wyman Street, Suite 460 Waltham, MA 02451	2,549,009	7.63%
Staley Capital Advisers, Inc.(4) One Oxford Centre, Suite 3950 Pittsburgh, PA 15219	2,300,000	6.89%
Renaissance Technologies LLC(5) 800 Third Avenue New York, NY 10022	1,967,164	5.89%
The Vanguard Group(6) 100 Vanguard Blvd. Malvern, PA 19355	1,954,063	5.85%
Officers and Directors
William P. Angrick, III(7)	8,020,852	24.01%
Jorge A. Celaya(8)	159,968	*
Phillip A. Clough(9)	174,398	*
John P. Daunt(10)	254,307	*
Katharin S. Dyer(11)	28,658	*
*George H. Ellis(12)	46,373	*
Patrick W. Gross(13)	279,271	*
Beatriz V. Infante(14)	81,363	*
Edward J. Kolodzieski(15)	58,602	*
Jaime Mateus-Tique(16)	804,518	2.41%
Novelette Murray(17)	89,323	*
Mark A. Shaffer(18)	48,118	*
Steven J. Weiskircher(19)	111,645	*
All directors and executive officers as a group (13 individuals)	10,157,396	30.41%


KATHARIN S. DYER
Director Since: January 2020 Age: 65 Independent Committee(s): Compensation Committee Governance Committee	Key Skills, Qualifications and Experience: ü Senior Leadership Experience ü High-Growth Company Experience ü Media and Technology Experience  Data Analytics and E-commerce Marketing Experience
	Class: Class III Director Last Elected: 2021 (Votes For: 99%) Current Term Expires: 2024
Biography: Ms. Dyer has served as a director of the Company since January 2020 and is a member of the Compensation Committee and the Governance Committee. Since June 2018, she has been the Chief Executive Officer of PivotWise, a strategic advisory firm focused on digital transformation founded by Ms. Dyer. Previously, she was a Global Partner and a member of the senior leadership team at IBM Global Business Services from 2016 to 2018. From 2013 to 2015, she served as EVP and General Manager, Global Chief Marketing Officer, Merchant Services at American Express Company which covers more than 112 million business and consumer card members and 18 million American Express accepting merchants. Ms. Dyer has also served as Global Management Board Member and Global Chief Transformation Officer for the digital and media agencies of the Publicis Groupe; EVP, Executive Leadership Team, and Client Portfolio General Manager of Digitas; and in leadership roles at Advanta, MNC Financial, Sallie Mae, and Citigroup. She has also served as Guest Lecturer at Harvard Business School and Boston College Carroll School of Management. Ms. Dyer is also an Advisory Board Member for two tech ventures: Momenti, an interactive content PaaS venture using AI, and VODIUM, a virtual communication technology. She dedicates her time to organizations including Women in Blockchain and WOMEN in America Executive Mentoring. She also currently serves on the boards of Principal Funds, a leading global mutual fund complex, and the Grameen Foundation. Previously, she served on the boards of Noora Health, Providence Health, the YWCA of Nashville and Middle Tennessee, and CARE, a leading global NGO working to end poverty in more than 90 developing countries. Ms. Dyer is a member of NACD, Women Corporate Directors, and Extraordinary Women on Boards.
Education: Ms. Dyer holds a M.B.A. from the University of Maryland and a B.A. from the University of Kentucky.



Nominee Name	Director Since	Independent	Committee Memberships
Phillip A. Clough	2004	YES	Compensation Committee; Governance Committee (Chair)
George H. Ellis	2010	YES	Audit Committee (Chair)
Jaime Mateus-Tique	2000	NO	None


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. Gross	●	●	●	●	●

Ms. Infante		●	●	●	●	●

Mr. Kolodzieski	●	●	●		●	●	●

Mr. Mateus-Tique	●	●	●		●	●


RECOMMENDATION OF THE BOARD
	Your Board of Directors unanimously recommends a vote FOR the election of Phillip A. Clough, George H. Ellis and Jaime Mateus-Tique as directors.


	Fiscal 2022	Fiscal 2021
Audit Fees(1)	$1,174,000	$1,171,178

Audit-Related Fees(2)	$0	$88,479

Tax Fees(3)	$15,000	$294,108

All Other Fees (4)	$1,895	$0
Total Fees	$1,190,895	$1,553,765


	The Audit Committee: George H. Ellis, Chair Patrick W. Gross Beatriz V. Infante


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 Compensation	• 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	• Porch Group
• American Software	• PROS
• Benefitfocus	• PubMatic
• BigCommerce	• Quotient Technology
• CarParts.com	• Ritchie Bros.
• Cars.com	• Shutterstock
• Channel Advisor	• SPS Commerce
• DHI Group	• Switch
• LivePerson	• The RealReal
• PetMed Express	• TrueCar


Named Executive Officer	2022 Salary	2021 Salary	Percentage Increase
William P. Angrick, III	$420,000	$420,000	0.0%
Jorge A. Celaya	$392,403	$380,974	3.0%
John P. Daunt	$362,208	$349,959	3.5%
Steven J. Weiskircher	$348,295	$336,192	3.6%
Mark A. Shaffer	$344,435	$328,659	4.8%


Named Executive Officer	2023 Salary	Percentage Increase
William P. Angrick, III	$435,000	3.6%
Jorge A. Celaya	$404,175	3.0%
John P. Daunt	$383,959	6.5%
Steven J. Weiskircher	$379,990	9.6%
Mark A. Shaffer	$354,768	3.0%


Consolidated GP Achievement Levels
Threshold	Target	Maximum
$149.8M	$175.4M	$187.3M


Consolidated AEBITDA Achievement Levels
Threshold	Target	Maximum
$43.1M	$51.1M	$56.0M


Named Executive Officer	Fiscal 2022 Target Award as Percentage of Base Salary	Fiscal 2022 Annual Incentive Target	Fiscal 2022 Maximum Award as Percentage of Base Salary	Fiscal 2022 Annual Incentive Maximum
William P. Angrick, III	150%	$630,000	225%	$945,000
Jorge A. Celaya	80%	$313,922	120%	$470,884
John P. Daunt	70%	$253,546	105%	$380,318
Steven J. Weiskircher	50%	$174,148	75%	$261,221
Mark A. Shaffer	50%	$172,218	75%	$258,326


Name and Principal Position	Consolidated Gross Profit	Consolidated Adjusted EBITDA	2022 Incentive Target	2022 Actual Payout	2022 Actual Payout as a % of Target
William P. Angrick, III Chairman and Chief Executive Officer	22%	10%	$630,000	$ 198,828	32%
Jorge A. Celaya Chief Financial Officer	22%	10%	$313,922	$99,074	32%
John P. Daunt Chief Commercial Officer	22%	10%	$253,546	$80,019	32%
Steven J. Weiskircher Chief Technology Officer	22%	10%	$174,148	$54,961	32%
Mark A. Shaffer Chief Legal Officer and Corporate Secretary	22%	10%	$172,218	$54,352	32%


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


Stock Price Vesting Milestones		Grant Date Share Price of $22.20(1)
Vesting Price	Percentage of Award Vesting on Achievement of Vesting Price	Cumulative Percentage of Award Vested
$25.00	15%	15%
$28.00	25%	40%
$33.00	25%	65%
$38.00	35%	100%


Named Executive Officer	Target Value of Annual Award as a Percentage of Base Salary
William P. Angrick, III	883%
Jorge A. Celaya	131%
John P. Daunt	142%
Steven J. Weiskircher	237%
Mark A. Shaffer	150%


Award Type	Vesting Schedule	Performance Goals
Time-Based Options	12/48th on 1/1/2023 and 1/48th monthly thereafter for 36 months	N/A
Time-Based RSUs	25% on 1/1/2023 and 25% on each of 1/1/2024, 1/1/2025 and 1/1/2026	N/A
Performance-Based Options	Vesting from 1/1/2023 through 1/1/2026	Based on the average stock price over the 20 trading days preceding each January 1st, April 1st, July 1st, and October 1st
Performance-Based RSUs	Vesting from 1/1/2023 through 1/1/2026	Based on the average stock price over the 20 trading days preceding each January 1st, April 1st, July 1st, and October 1st


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	2022	420,000		2,522,676	1,184,952	198,828	14,040	4,340,496
	2021	420,000		397,212	1,013,376	945,000	5,822	2,781,410
	2020	420,000		614,609	739,525	708,101	10,275	2,492,510
Jorge A. Celaya Chief Financial Officer	2022	392,403		350,282	164,939	99,074	13,200	1,019,898
	2021	380,974		166,762	442,602	457,169	4,982	1,452,489
	2020	373,504		254,495	292,761	335,846	7,258	1,263,864
John P. Daunt Chief Commercial Officer	2022	362,208		350,282	164,939	80,019	13,200	970,648
	2021	349,959		453,998	492,048	367,457	4,982	1,668,444
	2020	318,000		183,147	211,167	232,325	3,903	948,542
Steven J. Weiskircher Chief Technology Officer	2022	348,295		560,773	263,817	54,961	12,140	1,239,986
	2021	336,192		145,812	387,930	252,144	7,368	1,129,446
	2020	329,600		153,933	177,554	185,230	10,545	856,862
Mark A. Shaffer Chief Legal Officer and Corporate Secretary	2022	344,435		350,282	164,939	54,352	12,140	926,148
	2021	328,659		128,214	340,896	246,494	5,150	1,049,413
	2020	322,215		137,641	158,308	181,080	6,749	805,993