DEF 14A of Gold.com, Inc., Oct 5, 2023

DEF 14A of Gold.com, Inc.

Filed Oct 5, 2023 · FY20230000950170-23-052144

Open on EDGAR

  1. COMPENSATION DISCUSSION AND ANALYSIS

    In this CD&A and elsewhere in the proxy statement, where we refer to stock options or other equity awards granted before June 6, 2022, the number of shares subject to the award and exercise price (in the case of options) have been adjusted to reflect the two-for-one stock split in the form of a stock dividend that became effective June 6, 2022.

  2. Compensation Best Practices

    | Strong Link to Performance | Use of performance goals and metrics for incentive compensation that align with our long-term strategy and promote creation of stockholder value | | Majority of Compensation Based on Performance | Annual cash bonuses are not guaranteed, and equity awards include multi-year vesting requirements and will accrue value based on increases in our stock price | | No Repricing | No repricing of options | | No Gross Ups | No tax gross-ups are payable in connection with a change in control, severance or benefits | | Reasonable Severance Provisions | Severance is payable only upon a non-fault termination of employment (whether before or after a change in control) at levels expected to be well below the golden parachute excise tax threshold; | | No Hedging | Hedging of our common stock by officers, directors and employees is prohibited | | Clawback Policy | A robust clawback policy in place | | Independent Committee | The Compensation Committee consists only of independent Board members | | No Excessive Perquisites | Executive benefits and perquisites are provided at relatively modest levels |

  3. Compensation Determinations

    Compensation Determinations Our compensation program for NEOs other than the CFO provides for a targeted level of annual compensation in the form of base salary and annual incentive or bonus. We do not grant equity awards as a component of annual compensation, but do grant such awards from time to time, generally in connection with entry into new multi-year employment agreements, extensions of such agreements or promotions. The Compensation Committee is responsible for determining the compensation of A-Mark's executive officers. The Committee takes into account a variety of factors in setting the level of annual compensation of an executive officer. These include reviews of compensation survey information, the individual's work experience and expected contributions to the success of the Company, his or her compensation history, unvested equity awards held by the individual or awards under consideration, the scope of the individual's responsibilities, the recent and expected future performance of the Company or the individual's business unit and negotiations with the individual. In its deliberations, the Committee receives information and proposals relating to compensation from management, and consults with A-Mark's outside counsel. Our CEO makes recommendations regarding the compensation of other executive officers. The Committee has explored the possibility of identifying a group of peer companies for benchmarking executive compensation, but found no public companies with businesses closely matching A-Mark's, and very few public companies with somewhat comparable lines of business and financial characteristics, particularly market capitalization, reasonably comparable to A-Mark. Therefore, the Committee has not specifically benchmarked the compensation of our executives against the compensation practices at an identified group of peer companies. The Committee has reviewed compensation survey information and compensation information on some specific public companies as general information on executive compensation practices. We believe that making a high percentage of our executives’ compensation dependent on Company or business unit performance ensures that they focus on meeting our strategic goals. By tying a high percentage of potential compensation directly to business results, our executives benefit when good performance is actually achieved - consistent with our "pay-for-performance" philosophy. The elements of our compensation program are shown below.

  4. Compensation Determinations

    | Fixed compensation | | | Base Salary | Delivered in cash; salary provides a stable base amount of compensation. | | Incentive compensation | | | Annual Bonus | Variable compensation delivered in cash or unrestricted shares that is designed to motivate and incentivize annual performance. Annual bonuses for NEOs other than the CFO are awarded based on the level of pre-tax profit achieved by the Company or business units and, generally, the individual’s achievement of pre-set performance goals as described below. | | Long-term Incentive | Equity-based compensation designed to retain executives, reward contributions and performance over the longer-term and link executives' interests to the interests of stockholders. We do not make these awards to an executive each year, but instead make awards that provide multi-year compensation, often in connection with the entry into a new or extended employment agreement or upon a promotion. Equity awards granted as long-term incentives have generally been either: • Stock Options, in some cases with an exercise price at a premium above the market price per share of common stock on the grant date. • Restricted stock units (RSUs). Vesting of equity awards may be either annually over three or four years or may be cliff vesting at the end of three or four years. As discussed below, we have granted a different form of long-term equity incentive award to our CEO for the four-year period of fiscal 2024 - 2027. In some years, we have awarded fully vested shares as a portion of the above-target payout of annual incentives. |

  5. Employment Agreements Governing 2023 Compensation

    Employment Agreements Governing 2023 Compensation Our Compensation Committee has formalized significant terms of employment of our NEOs other than the CFO by entering into employment agreements with them. This practice has helped us to attract and retain key executives and employees. In our financial services industry, there is a high degree of competition for talented executives and employees. Hiring often involves substantial negotiations regarding employment terms, which when agreed to appropriately may be reflected in an employment agreement. Employment agreements offer us several advantages, particularly by fixing employment terms for multi-year periods, thereby limiting renegotiations and providing for stable and predictable compensation expense. As an additional advantage to A-Mark, the agreements contain provisions that protect our business following the NEO's separation from service, including provisions requiring confidentiality, non-disparagement of the Company and, to the extent permitted by law, non-solicitation of customers and employees. In fiscal 2023, we had in place these employment agreements with our NEOs: • Mr. Roberts: An employment agreement entered into on November 22, 2019, providing for an employment term extending until June 30, 2023. • Mr. Gjerdrum: An employment agreement entered into on May 18, 2022, providing for an employment term extending until June 30, 2025. • Mr. Aquilino: An employment agreement originally entered into on May 14, 2020 and amended on February 1, 2023; the original agreement provided for an employment term through June 30, 2023, but this was extended by the amendment until June 30, 2025. Mr. Wittmeyer: An employment agreement entered into on March 19, 2021, providing for an employment term extending until June 30, 2024. Ms. Simpson-Taylor, our Chief Financial Officer, does not have an employment agreement. The following summarizes the terms of the employment agreements providing for compensation while the NEO remains in service. Other key terms of the employment agreements relating to severance and change in control are described in the section titled "Potential Payments Upon Termination of Employment or Change in Control," at page 25.

  6. Mr. Roberts

    Mr. Roberts Significant compensation terms of Mr. Robert's employment agreement applicable to service in fiscal 2023 were as follows: • Under the agreement, Mr. Roberts must devote at least 80% of his working time to A-Mark, but may continue to serve in executive capacities at Spectrum Group International, Inc. ("SGI") for up to 20% of his working time. • Base salary is $560,000 per year during the employment term, which is the same salary in effect since fiscal 2020. However, the salary level would be adjusted upward by 25% at such time as the CEO ceases to provide services to SGI and devotes full time to A-Mark. • Mr. Roberts has an annual incentive opportunity to earn an amount equal to 100% of salary by achieving target performance. Performance goals for the annual incentives generally are based 75% on achievement of a pre-specified level of pre-tax profits (as defined) and 25% based on achievement of other qualitative and quantitative goals as determined by the Compensation Committee each year. For pre-tax profits performance at a specified threshold level, Mr. Roberts would earn 80% of the portion of target bonus based on pre-tax profits performance. For performance above target levels, the Compensation Committee may exercise discretion to determine the final payout in excess of the target payout levels, up to a maximum payout under the formulaic annual incentive provisions of the employment agreement of 150% of the target bonus. However, if our pre-tax profit for a fiscal year during the employment term were less than $10 million, the final annual incentive bonus will be determined entirely in the discretion of the Compensation Committee, regardless of the level of achievement of the pre-specified performance goals. • Under the employment agreement, upon signing (in November 2019), Mr. Roberts was granted certain equity awards, in the form of stock options and restricted stock units. The CEO also received a signing bonus of $100,000 in November 2019. • Benefits under the agreement consist of medical insurance, disability insurance, a car allowance and such other benefits as are generally available to executives.

  7. Mr. Aquilino

    Mr. Aquilino Significant terms of Mr. Aquilino's employment agreements applicable to his service in fiscal 2023 were as follows: Annual base salary was $278,344 under his employment agreement in effect prior to February 2023. Under his amended employment agreement, base salary was set at $325,000 per year, increasing to $350,000 on July 1, 2024. • Mr. Aquilino was eligible to receive an annual bonus with a targeted amount equal to 50% of base salary for the fiscal year. The annual performance bonus was based on the Committee's evaluation of the executive's performance, including both the overall performance of A-Mark and Mr. Aquilino's individual performance. • Under his amended agreement, in February 2023, Mr. Aquilino was granted a non-qualified stock option for the purchase of 10,000 shares of common stock. The stock option has an exercise price of $39.69 per share and a stated expiration date of February 1, 2033. The stock option will vest as to 50% of underlying shares on June 30, 2024 and vest as to the remaining shares on June 30, 2025, subject to his continuous employment through the vesting dates. The stock options are subject to accelerated vesting in specified circumstances. • Benefits under the agreement consist of medical insurance, disability insurance and such other benefits as are generally available to executives.

  8. Mr. Wittmeyer

    Mr. Wittmeyer Mr. Wittmeyer has stepped down from his positions as Executive Vice President – Direct Sales Segment and Chief Executive Officer of JMB and his employment ended June 30, 2023, but he continues to serve as a director of A-Mark. Significant terms of Mr. Wittmeyer's employment agreement applicable to his service in fiscal 2023 were as follows: • Mr. Wittmeyer served as Chief Executive Officer of JMB and Executive Vice President – Direct Sales Segment of A-Mark. • Salary in fiscal 2023 was $335,000. • The employment agreement provided to Mr. Wittmeyer an annual incentive opportunity to earn an amount equal to 75% of salary by achieving target performance. Performance was based partly on achieving a goal relating to JMB's pre-tax profits or other pre-specified goals related JMB's annual budget - the "profits goal" - and partly based on other pre-specified goals. The profits goal was weighted 67% and the other goals were weighted 33%. Achievement of the profits goal at a pre-specified level below target would result in payment of 25% of the payout set for achievement of the target profits goal. Payout levels could be varied in the discretion of the Committee, including in the event of partial achievement of the other goals or for achievement in excess of target levels with respect to any goal, but payout under the annual incentive provisions of the employment agreement could not exceed 150% of the target payout. • Upon signing the employment agreement in March 2021, Mr. Wittmeyer was granted equity awards in the form of options to purchase 120,000 shares of common stock, which will vest if Mr. Wittmeyer continues to serve as a director through June 30, 2024. • Benefits under the agreement, including severance and benefits upon a termination of employment, are discussed below. The employment agreement includes a provision requiring A-Mark to nominate Mr. Wittmeyer to serve as a member of the Board of Directors, the terms of which are described at page 31. While employed, he received no additional compensation for his service as a director.

  9. Compensation in Relation to Long-Term Performance

    Compensation in Relation to Long-Term Performance The performance of A-Mark over the past five years has been outstanding, particularly in the growth of pre-tax profits, successful acquisitions, organic growth of our key lines of business and total return to stockholders. During this period of significant growth, the compensation of most of our senior executives has been governed by employment agreements entered into early in the period. Under the CEO's employment agreements, his base salary and target bonus remained the same in all five fiscal years from 2019 through 2023, during which the total return to stockholders was 572% or 46.4% annualized. In the past four years, we have recognized the CEO's contributions through above-target bonus payouts ranging from 150% to 239% of the pre-established target bonus level. However, equity awards have been granted to the CEO in only three of the five fiscal years, and the grant-date fair value of such awards was only 16% of his direct compensation (the sum of CEO's salary, paid-out bonuses and equity compensation) in the five-year period. Similarly, for the President in the past four years, we have recognized his contributions through above-target bonus payouts ranging from 150% to 225% of the pre-established target bonus level. However, equity awards have been granted to the President in only three of the five fiscal years, and the grant-date fair value of such awards was only 19% of the President's direct compensation (the sum of salary, paid-out bonuses and equity compensation) in the five-year period. Annual incentive payouts to other NEOs, including discretionary bonuses, for performance in fiscal 2021, 2022 and 2023 have been at levels corresponding to the exceptional Company performance in those years. As discussed above under the caption "Stockholder Advisory Votes and Commentary on Our Executive Compensation," in mid-2022 Fortune Magazine named our CEO as the second most underpaid CEO in the Fortune 500 based on A-Mark performance and the CEO's pay levels. In the past five years, A-Mark's success was driven by the outstanding performance of its experienced management team, with compensation that has not been unduly high in relation to the high returns to stockholders. The Board and Committee acknowledge that our executive officers deserve to be compensated at levels and on terms that recognize their success and value to A-Mark, that are competitive in the marketplace and that promote continued success and encourage long-term service to A-Mark. Accordingly, shortly before the expiration of our CEO's employment agreement at the end of fiscal 2023, we negotiated a new agreement with him, which covers fiscal years 2024 - 2027. Likewise, before the expiration of our President's employment agreement at the end of fiscal 2022, we negotiated a new employment agreement with him, which became effective in fiscal 2023 and is in effect through fiscal 2025. Our Chief Operating Officer's employment agreement was amended in February 2023, extending it through fiscal 2025. In each case, we have agreed to increased compensation, but substantial portions of their compensation remain dependent on strong corporate and individual performance.

  10. Annual Incentive Payouts for Fiscal 2023 Performance

    Annual Incentive Payouts for Fiscal 2023 Performance As stated above, for fiscal 2023 our CEO and President had the opportunity to earn a performance bonus based on achievement of a pre-specified level of pre-tax profit of A-Mark and other performance goals. Such performance bonuses are intended to provide performance-based cash compensation that reward those NEOs for their contribution to our financial performance. In establishing the performance goals for fiscal 2023, the Compensation Committee considered the business planning for the year and the strong growth in profits that developed in fiscal 2021 and 2022. Annual incentives for the CEO and President had these key terms: • The target level of pre-tax profits for the CEO and the President was set at $87.7 million. • Achievement of the pre-tax profits goal at the target level would result in payment of 75% of the target bonus to the CEO and 75% of the target bonus to the President. For the CEO, the Committee specified an additional performance goal requiring success in identifying and managing strategic initiatives that will improve stockholder value and position A-Mark for long-term growth; achievement at target levels would result in payment of 25% of the target bonus. For the President, the Committee specified additional performance goals requiring success: • in maintaining and continuing work to increase A-Mark’s liquidity (the “Liquidity Goal”); target payout 16% of target bonus; • in managing and directing A-Mark's efforts relating to inventory turns and profitability of old inventory at A-Mark and JM Bullion, Inc. (the “Inventory Goal”); target payout 4.5% of target bonus; • in identifying opportunities and supporting A-Mark in acquiring new direct-to-consumer growth opportunities (the “M&A Goal”); target payout 4.5% of target bonus. • Payouts for performance above the target level for pre-tax profits or for high levels of success with respect to the other goals were authorized based on the Committee’s assessment of the level of achievement in relation to specified performance levels and otherwise in the discretion of the Committee, subject to a maximum payout of 150% of the target performance bonus. • For purposes of the annual incentive awards, “pre-tax profits” were defined as A-Mark’s net income, as determined under U.S. Generally Accepted Accounting Principles or GAAP, for the fiscal year, adjusted to eliminate the positive or negative effects of income taxes (in accordance with GAAP), but with no adjustment relating to foreign currency exchange. (Pre-tax profits for 2023 was the GAAP item in our financial statements "net income before provision for income taxes.") The Committee concluded that the A-Mark executive team executed excellently on all levels, reflected by the fact that the resulting financial performance levels in many key categories were the highest in Company history. Fiscal 2023 pre-tax profit of $203.2 million substantially exceeded the specified pre-tax profits target performance level. Fiscal 2023 gross profit increased 12.6% to $294.7 million (3.173% of revenue) from $261.8 million (3.208% of revenue) in fiscal 2022, and net income attributable to A-Mark totaled $156.4 million or $6.34 per diluted share, an increase over fiscal 2022 net income of $132.5 million or $5.45 per diluted share. As discussed above, total stockholder return in fiscal 2023 was 22.2%. The Committee determined also that the CEO and President each exceeded the specified other performance goals, performing at a very high level. The Committee credited the CEO for achieving other goals: The CEO continued to identify new strategic investment and acquisition opportunities and complete transactions that expanded and further diversified our direct-to-consumer (DTC) segment. Under his leadership, our silver minting operations increased production to a level now exceeding one million ounces of production per week, with improved quality and product offerings, and secured ISO 9000:2015 certification, a globally recognized quality management standard that reaffirms A-Mark’s reputation as a leading manufacturer of quality bullion products. In determining the annual incentive payout for the President, in addition to recognizing his contributions to A-Mark's strong financial performance in fiscal 2023, the Committee recognized his leadership and accomplishment in substantially increasing the scope and quality of A-Mark's liquidity and banking relationships, directing and designing with A-Mark's IT team new tools for visibility into and management of inventory, and assisting in the DTC acquisitions and work on potential acquisitions. As a result, the Compensation Committee determined that the fiscal 2023 annual incentive payouts for the CEO and the President would be at the maximum pre-specified level. Annual incentives for Mr. Wittmeyer had these key terms: • A target level of pre-tax profits tied to business units under his leadership. Other goals for Mr. Wittmeyer were based on achieving a level of assets under management and attracting new buyers to the CyberMetals platform, developing strategies to reengage prior customers and mentoring and developing a successor to lead the JMB business. The Committee recognized that Mr. Wittmeyer's efforts led to attainment of pre-tax profits at the business units overseen by him far in excess of target levels, and that he achieved his other goals at very high levels. Accordingly, the Committee exercised its discretion to pay the pre-specified annual incentive award at the maximum level and to award an additional discretionary bonus in the amount of $23,125. For Mr. Aquilino, the Committee reviewed his performance at year-end based on the key initiatives overseen by him in fiscal 2023. In addition to his contributions to A-Mark in earning record pre-tax profits, Mr. Aquilino achieved significant operational goals relating to improved shipping and storage services and technology, design and budget management for a major logistics automation project, loss reduction and claims management, financing arrangements supporting our minting operations and enhanced product offerings and staffing. In view of these accomplishments, the Committee awarded a bonus to Mr. Aquilino of $300,000. The Committee also awarded a discretionary bonus to Kathleen Simpson-Taylor, our Chief Financial Officer. In determining to award this bonus, the Committee took note of her exceptional work in managing the complexity in A-Mark’s financial reporting requirements, overseeing the rapidly growing accounting functions in-house and with the outside auditors and establishing a robust monthly reporting process and effective lines of communication. She also provided needed support to ensure accurate and complete financial metrics and reporting from our domestic and foreign minority investments, recruited and trained key financial support personnel in accounting and finance, SEC reporting and internal audit functions to meet the Company's growing needs as a public company, and provided critical support to the Company's M&A efforts. In view of these accomplishments, the Committee awarded a bonus to Ms. Simpson-Taylor of $515,000. The Committee's determinations regarding annual incentive awards and bonuses were subject to the approval of the Board of Directors.

  11. New Employment Agreement with Our CEO

    New Employment Agreement with Our CEO On February 14, 2023, A-Mark entered into a new employment agreement with Mr. Roberts, setting compensation and other terms for an employment term from July 1, 2023 through June 30, 2027. Significant terms of this new agreement are as follows: • As under the current agreement, the new agreement will require Mr. Roberts to devote 80% of his working time to A-Mark. • Base salary will be $1,000,000 per year during the employment term. • Mr. Roberts is eligible to receive an annual incentive bonus for each of the fiscal years ranging from $0 to $2.0 million, based on A-Mark's annual pre-tax profits performance. • A cash incentive bonus is payable at the end of the four-year term (subject to acceleration in the event of certain terminations of employment or a change in control) equal to two percent of the Total Stockholder Return (as defined) on the outstanding shares at June 30, 2023, including dividends paid during the fiscal 2024-2027 employment term, minus the total salary and annual cash bonuses that were paid to the CEO for services during the employment term. This award is analogous to a cash-settled stock appreciation right with a base price that is at a premium over the market price of our shares at the grant date, such premium being measured by the direct cash compensation paid to the CEO during the four-year term. • Benefits under the new agreement will be similar to those under the current employment agreement. Similar to the terms of the CEO's current employment agreement, severance and a pro rata portion of the annual incentive bonus for the year of termination would be payable upon a termination of the CEO’s employment by the Company not for cause or termination by the CEO for good reason (as defined). Severance would consist of a lump sum payment equal to the annualized level of salary paid over the preceding 36 months plus the average annual incentive bonuses paid for the three completed fiscal years preceding the fiscal year of termination, but not less than $2 million.

  12. Summary Compensation Table - Fiscal 2023

    Summary Compensation Table - Fiscal 2023 The table below sets forth the compensation of the Company's named executive officers ("NEOs") for fiscal 2023, 2022 and 2021.

  13. Summary Compensation Table - Fiscal 2023

    | Summary Compensation Table - Fiscal 2023, 2022, and 2021 | | | | | | | | | | Name and Principal Position | Year | Salary (1) ($) | Bonus (2) ($) | Stock Awards ($) | Option Awards (3) ($) | Non-Equity Incentive Plan Compensation (4) ($) | All Other Compensation (5) ($) | Total ($) | | Gregory Roberts | 2023 | 560,000 | — | — | — | 840,000 | 51,081 | 1,451,081 | | Chief Executive Officer and Director | 2022 | 560,000 | — | 212,476 | — | 840,000 | 48,833 | 1,661,309 | | Principal Executive Officer | 2021 | 560,000 | 500,000 | — | — | 840,000 | 51,844 | 1,951,844 | | Thor Gjerdrum | 2023 | 650,000 | — | — | — | 731,250 | 49,628 | 1,430,878 | | President | 2022 | 550,000 | — | 1,067,622 | — | 625,000 | 47,577 | 2,290,199 | | | 2021 | 525,000 | 100,000 | — | — | 787,500 | 16,972 | 1,429,472 | | Brian Aquilino | 2023 | 297,784 | 300,000 | — | 165,608 | — | 18,750 | 782,142 | | Chief Operating Officer | 2022 | 278,344 | 250,000 | — | — | — | 24,049 | 552,393 | | | 2021 | 278,344 | 278,000 | — | — | — | 23,247 | 579,591 | | Michael Wittmeyer | 2023 | 335,000 | 23,125 | — | — | 376,875 | 22,086 | 757,086 | | Chief Executive Officer of JMB | 2022 | 335,000 | 500,000 | — | — | — | 13,030 | 848,030 | | Executive Vice President – Direct Sales Segment, and Director | | | | | | | | | | Kathleen Simpson-Taylor | 2023 | 400,000 | 515,000 | — | — | — | 13,725 | 928,725 | | Chief Financial Officer | 2022 | 392,500 | 500,000 | — | — | — | 27,959 | 920,459 | | Principal Financial Officer | 2021 | 355,000 | 355,000 | — | — | — | 30,343 | 740,343 |

  14. Summary Compensation Table - Fiscal 2023

    (1) Salary amounts represent salary paid for services performed in the fiscal year. Salary payments received may vary due to the timing of pay periods that start in one fiscal year and end in the next. (2) Bonus amounts for fiscal 2023 reflect discretionary bonuses paid to Mr. Wittmeyer, Mr. Aquilino and Ms. Simpson-Taylor for fiscal 2023 performance. See “Compensation Discussion and Analysis.” (3) The values of the option awards shown in this column are the amount of the grant-date fair value, computed in accordance with FASB ASC Topic 718. The valuation assumptions used for determining the fair value of stock options granted during fiscal 2023 are summarized in Note 17 to our consolidated financial statements, included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2023. (4) Non-equity incentive plan compensation paid for fiscal 2023 is described in greater detail above in “Compensation Discussion and Analysis.” (5) Amounts in this column for fiscal 2023 are as follows: • Mr. Roberts received $9,000 as a car allowance, $13,790 as a 401(k) matching contribution, $25,846 as a cash payment in lieu of vacation time, and $2,445 as a life-insurance allowance. • Mr. Gjerdrum received $9,000 as a car allowance, $15,628 as a 401(k) matching contribution, and $25,000 as a cash payment in lieu of vacation time. • Mr. Aquilino received $18,750 as a cash payment in lieu of vacation time. • Mr. Wittmeyer received $14,807 as a 401(k) matching contribution, and $7,279 as a cash payment in lieu of vacation time. Ms. Simpson-Taylor received $13,725 as a 401(k) matching contribution.

  15. Grants of Plan-Based Awards -- Fiscal 2023

    Grants of Plan-Based Awards -- Fiscal 2023

  16. Grants of Plan-Based Awards -- Fiscal 2023

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Other Option Awards; Number of Shares Underlying Options (#) | Exercise price of option awards ($) | Grant-date fair value of stock and option awards ($)(2) | | | | Threshold ($) | Target ($) | Maximum ($) | | | | | Gregory N. Roberts | 11/17/2022 | 448,000 | 560,000 | 840,000 | — | — | — | | Thor Gjerdrum | 11/17/2022 | 390,000 | 487,500 | 731,250 | — | — | — | | Brian Aquilino | 2/1/2023 | — | — | — | 10,000 | 39.69 | 165,608 | | Michael Wittmeyer | 11/17/2022 | 62,813 | 251,250 | 376,875 | — | — | — | | Kathleen Simpson-Taylor | ― | — | — | — | — | — | — |

  17. Grants of Plan-Based Awards -- Fiscal 2023

    Grant of annual incentive to the executive, as discussed in the CD&A. (2) This column reports the grant-date fair value of equity awards granted to the executives in fiscal 2023. See also footnote (3) to the Summary Compensation Table.

  18. Outstanding Equity Awards At Fiscal Year-End — Fiscal 2023

    Outstanding Equity Awards At Fiscal Year-End — Fiscal 2023

  19. Outstanding Equity Awards At Fiscal Year-End — Fiscal 2023

    | | Outstanding Equity Awards At Fiscal Year-End - Fiscal 2023 | | | | | | | | Options Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable (1) | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | | Gregory N. Roberts | 200,000 | — | 9.25 | 2026/02/19 | — | — | | | 33,600 | — | 6.40 | 2026/02/19 | — | — | | | 200,000 | — | 8.40 | 2026/02/19 | — | — | | | 70,000 | — | 3.10 | 2028/08/30 | — | — | | | 20,000 | — | 5.00 | 2028/08/30 | — | — | | | 425,460 | — | 1.63 | 2029/11/22 | — | — | | Thor Gjerdrum | 5,000 | — | 3.17 | 2029/07/31 | — | — | | | — | — | — | ― | 19,248(2) | 720,549(2) | | | 9,296 | — | 4.17 | 2029/07/31 | — | — | | Brian Aquilino | — | 10,000(3) | 39.69 | 2033/02/01 | — | — | | | 60,000 | — | 1.14 | 2030/03/09 | — | — | | Michael Wittmeyer | — | 120,000(4) | 17.87 | 2031/03/19 | — | — | | Kathleen Simpson-Taylor | 20,000 | — | 2.74 | 2029/09/30 | — | — | | | 5,000 | — | 3.10 | 2028/08/30 | — | — | | | 5,000 | — | 4.76 | 2027/10/02 | — | — |

  20. Outstanding Equity Awards At Fiscal Year-End — Fiscal 2023

    (1) All options in this column were fully vested and exercisable at June 30, 2023. (2) These restricted stock units vest as to one-half of the underlying shares on each of June 30, 2024 and 2025. Market value is based on the closing price of A-Mark Common Stock on the Nasdaq Global Select Market on June 30, 2023, $37.435 per share. (3) These options vest and become exercisable as to one-half of the underlying shares on each of June 30, 2024 and 2025. These options vest and become exercisable as to the underlying shares on June 30, 2024.

  21. Option Exercises and Stock Vested -- Fiscal 2023

    Option Exercises and Stock Vested -- Fiscal 2023 The table below provides information regarding stock options exercised and stock awards vested during fiscal 2023 for each of our named executive officers. The value realized upon exercise of the options is based on the weighted average market price of sales of the shares underlying the options on the day of exercise. The value of stock awards vested is based on the closing price of our shares on the Nasdaq Global Select Market on the day the stock award vested.

  22. Option Exercises and Stock Vested -- Fiscal 2023

    | | Option Awards | | Stock Awards | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($) | Number of shares acquired on vesting (#) | Value realized on vesting ($) | | Gregory N. Roberts | 103,294 | 2,823,523 | — | — | | Thor Gjerdrum | 19,040 | 627,571 | 9,624 | 360,274 | | Brian Aquilino | — | — | — | — | | Michael Wittmeyer | — | — | — | — | | Kathleen Simpson-Taylor | — | — | — | — |

  23. Potential Payments upon Termination of Employment or Change in Control

    Potential Payments upon Termination of Employment or Change in Control The following information describes and quantifies (where possible) certain enhanced compensation that would become payable under then-existing agreements and plans if the named executive officer’s employment had terminated on June 30, 2023. Voluntary resignation or termination for cause would not result in any enhancement in compensation. In fiscal 2023, three of our named executive officers, Gregory N. Roberts, Thor Gjerdrum and Michael Wittmeyer, had employment agreements providing for certain payments and benefits in the event of termination of the executive due to death, total disability, or in other specified circumstances. Under those employment agreements, severance payments to the executive were payable if, during the term of the employment agreement, the executive’s employment was terminated by us without cause or was terminated by the executive for “Good Reason,” as defined. Severance for such a termination in fiscal 2023 would have been payable as follows: • For Mr. Roberts, a lump-sum amount equal to the annualized level of salary paid during the 36 months preceding the month of termination plus the average annual incentive paid for the three fiscal years prior to the year of termination, but in any case not less than $1 million. • For Mr. Gjerdrum and Mr. Wittmeyer, continued payments of base salary for one year at the rates specified in the employment agreement. In addition, these executive officers would have been entitled to the following: • Payment of compensation accrued as of the date of termination, consisting of salary, performance bonus earned in any fiscal year completed before termination but not yet paid, unreimbursed business expenses reimbursable under the employer’s expense policies and payment in lieu of accrued but unused vacation. • Payment of the pro rata portion of the performance bonus for the fiscal year of termination (based on the portion of the fiscal year worked), payable if and when such bonus would have been paid if employment had continued. Good Reason would have arisen if A-Mark materially decreased or failed to pay the executive’s base salary or performance bonus, or materially changed the executive’s job description or duties in a way adverse to the executive, or relocated the executive’s job site by more than a specified distance without his consent, if in each case A-Mark failed to cure the circumstances after notice from the executive. Other material breaches of the employment agreement could constitute “Good Reason” in some instances. In the event of termination of any of the three executive officers' employment during fiscal 2023 in other circumstances, the termination payments and benefits would have been as follows: For all terminations, the compensation accrued as of the date of termination (as summarized above) would have been paid. In the event of termination due to death or total disability, the executive would have received the pro rata performance bonus for the fiscal year of termination, and pro rata vesting of equity awards. In the event of a termination not for cause or for Good Reason, or death or disability, Mr. Roberts or Mr. Wittmeyer, or their dependents, would receive continued health benefits paid by the employer for six months. Under our agreements with these executives, their rights to cash severance are not enhanced if there has occurred a change in control of A-Mark. The employment agreements provide that certain payments under the agreements will be reduced if, following a change in control, the executive would be subject to the “golden parachute” excise tax and the reduction in payments would result in the executive realizing a greater after-tax amount. The agreements governing stock options and RSUs granted to our named executive officers provide that vesting will accelerate in full upon a change in control of A-Mark.

  24. Summary of Payments Upon Termination or Change in Control if Occurring on June 30, 2023

    Summary of Payments Upon Termination or Change in Control if Occurring on June 30, 2023 The table below shows the estimated value of enhanced compensation to which a named executive officer would have been entitled if the executive’s employment had been terminated on June 30, 2023. For purposes of valuing these amounts, we took into account the following considerations: • Amounts shown for compensation following a change in control assume that no payment to a named executive officer would have been reduced to avoid adverse tax consequences under Code Sections 4999 and 280G. No named executive officer is eligible to receive a “gross-up” payment to offset golden parachute excise taxes under Code Section 4999 or to reimburse the executive for related taxes. • Except as otherwise indicated, all amounts reflected in the table would be paid on a lump-sum basis based on a June 30, 2023 termination date, subject to any applicable six-month delay required under Section 409A of the Internal Revenue Code. • Equity awards that immediately vest upon termination or a change in control are valued at $37.435 per share, the closing price of our shares on the last trading day of fiscal 2023 on the Nasdaq Global Select Market.

  25. Summary of Payments Upon Termination or Change in Control if Occurring on June 30, 2023

    | Name | Involuntary Termination (including by Executive for Good Reason) ($)(1) | Occurrence of a Change in Control ($) | Involuntary Termination Following a Change in Control ($)(1) | Retirement ($) | Death or Disability ($)(1) | | Gregory N. Roberts | 1,692,078(2) | — | 1,692,078(2) | — | 21,252(2) | | Thor Gjerdrum | 1,370,549(3) | 720,549 | 650,000(3) | — | — | | Brian Aquilino | — | — | — | — | — | | Michael Wittmeyer | 2,691,972(2)(3) | 2,347,800 | 344,172(2)(3) | — | 1,640,296(2)(4) | | Kathleen Simpson-Taylor | — | — | — | — | — |

  26. Summary of Payments Upon Termination or Change in Control if Occurring on June 30, 2023

    (1) Bonus amounts for fiscal 2023 became non-forfeitable at June 30, 2023, although the amounts were determined after fiscal year end. Those bonus amounts, which would have been payable on a pro rata basis upon an involuntary termination not for cause, a termination by the executive for Good Reason, or death or disability prior to year end, are reflected in the Summary Compensation Table and are not shown as enhancements to compensation in this column. (2) Includes estimated value of healthcare benefits ($21,252 for Mr. Roberts and $9,172 for Mr. Wittmeyer), to be provided for six months following termination of employment. (3) Severance payments ($650,000 for Mr. Gjerdrum and $335,000 for Mr. Wittmeyer) would be paid at payroll dates over the one-year period following termination. Upon death or disability, Mr. Wittmeyer's stock options vest pro rata based on the portion of the full vesting period during which he remained employed.

  27. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median of the annual total compensation of our employees and the annual total compensation of Gregory N. Roberts, our Chief Executive Officer. To identify the employee whose annual total compensation represents the median of that of our employees (the "median employee"), our methodology and the material assumptions, adjustments and estimates were as follows: We determined that, as of June 30, 2023, our employee population (other than our CEO) consisted of approximately 427 individuals working for us and our consolidated subsidiaries, including all full-time, part-time, seasonal and temporary employees. Foreign employees, being less than 1% of our workforce, were excluded from the analysis. To identify the fiscal 2023 “median employee” from our employee population, we conducted an analysis of our entire U.S. employee population. Given the variety of the jobs filled by our employees across multiple industries, we use a variety of pay elements to compensate our employees. For example, some employees are paid an hourly wage while others are paid a fixed salary. In addition, many of our employees have historically received cash bonuses. Consequently, we used payroll data and selected all wages (as defined for U.S. federal income tax purposes) paid, including hourly, overtime, salary and bonuses, as the most appropriate measure of compensation. We used all such compensation paid to our employees in the 2022 calendar year. In making these calculations, we annualized, as permitted, the compensation of those permanent employees who were hired after January 1, 2022. In our analysis, we did not annualize or otherwise adjust compensation for temporary or seasonal employees and did not make any full-time adjustments for part-time workers. Additionally, we made no cost-of-living adjustments in our calculations. We calculated our median employee’s fiscal 2023 total compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, the same way we calculated the total compensation of our CEO as disclosed in our Summary Compensation Table. Using this methodology, we determined that our median employee’s fiscal 2023 total compensation was $55,404. Based on this information, we estimate that, for 2023, our CEO’s annual total compensation was approximately 26.2 times that of the median of the annual total compensation of all other employees.

  28. Pay Versus Performance

    Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation deemed to be "actually paid" (as that term is used in Item 402(v)) and certain key metrics relating to A-Mark's financial performance. For further information concerning how our executive compensation program is structured and how we align executive compensation with A-Mark's performance, please see the section “Compensation Discussion and Analysis” above.

  29. Pay Versus Performance

    | | | | | | Value of initial fixed $100 investment from June 30, 2020: | | | | | Fiscal Year | Summary compensation table total for CEO $ | Compensation actually paid to CEO $ | Average summary compensation table total for other NEOs $ | Average compensation actually paid to other NEOs $ | A-Mark total stockholder return $ | Peer group total stockholder return $ | Net Income attributable to A-Mark ($,000s) | Pre-tax profits ($,000s) | | 2023 | 1,451,081 | 1,809,983 | 974,708 | 1,216,967 | 468.95 | 86.38 | 156,360 | 203,170 | | 2022 | 1,661,309 | 4,550,183 | 1,152,770 | 1,691,984 | 383.74 | 69.97 | 132,536 | 166,417 | | 2021 | 1,951,844 | 8,606,607 | 795,315 | 1,385,858 | 267.34 | 195.03 | 159,637 | 192,801 |

  30. Pay Versus Performance

    The Principal Executive Officer (‘‘CEO’’) and Other NEOs for the applicable fiscal years were as follows: 2023 and 2022: Mr. Roberts served as our CEO, and Messrs. Gjerdrum, Wittmeyer and Aquilino and Ms. Simpson-Taylor served as our Other NEOs. 2021: Mr. Roberts served as our CEO, and Messrs. Gjerdrum and Aquilino and Ms. Simpson-Taylor and Ms. Meltzer served as our Other NEOs. These companies are the peer companies included in the table above, in the indicated lines of business:

  31. Pay Versus Performance

    | Alternative Brokerage Firms | Alternative Financial Services | E-Commerce | | BGC Group, Inc. (BGC) | Enova International, Inc. (ENVA) | Carvana Co. (CVNA) | | IG Group Holdings plc (IGG.L) | EZCORP, Inc. (EZPW) | Stitch Fix, Inc. (SFIX) | | StoneX Group Inc. (SNEX) | FirstCash Holdings, Inc. (FCFS) | The Lovesac Company (LOVE) | | Swissquote Group Holding Ltd (SQN.SW) | Regional Management Corp. (RM) | Liquidity Services, Inc. (LQDT) | | B. Riley Financial, Inc. (RILY) | World Acceptance Corporation (WRLD) | Overstock.Com, Inc. (OSTK) | | Oppenheimer Holdings Inc. (OPY) | GreenDot Corporation (GDOT) | PC Connection, Inc. (CNXN) |

  32. Pay Versus Performance

    The Summary Compensation Table totals reported for our CEO for fiscal 2021 - 2023 and those amounts for the Other NEOs reflected in the table above were subject to the following adjustments per Item 402(v)(2)(iii) of Regulation S-K to calculate “compensation actually paid”:

  33. Pay Versus Performance

    | | 2023 | | 2022 | | 2021 | | | | CEO | Average for other NEOs | CEO | Average for other NEOs | CEO | Average for other NEOs | | Summary Compensation Table Total | 1,451,081 | 974,708 | 1,661,309 | 1,152,770 | 1,951,844 | 795,315 | | Adjustments: | | | | | | | | Deduction for amount reported under the “Stock Awards” and Deduction for amount reported under the “Stock Awards” and “Option Awards” Columns of the Summary Compensation Table | — | (41,402) | (212,476) | (266,906) | — | — | | Increase - year-end fair value of equity awards granted during year that remain unvested at year end (1) | — | 36,395 | — | 232,780 | — | — | | Increase - vest-date fair value of equity awards granted during year that vested during year | — | — | 212,476 | 42,498 | — | — | | Increase/deduct - Change in fair value of all equity awards unvested at prior year end and at year end (year-end fair value minus prior-year-end fair value) | — | 186,979 | 1,432,515 | 418,359 | 4,547,502 | 425,592 | | Increase/deduct - Change in fair value of all equity awards unvested at prior year end that vested during year (vest date fair value minus prior-year-end fair value) | 358,902 | 48,738 | 1,456,359 | 112,483 | 2,107,261 | 164,951 | | Deduct - Fair value of equity awards unvested at prior year end but forfeited during year (deduct fair value at prior year end) | — | — | — | — | — | — | | Increase - dividends paid on restricted stock and dividend equivalents accrued on unvested equity awards during the year (not otherwise counted in the Summary Compensation Table or year-end or vest-date fair value of equity awards) | — | 11,549 | — | — | — | — | | Total adjustments: | 358,902 | 242,259 | 2,888,874 | 539,214 | 6,654,763 | 590,543 | | Compensation actually paid | 1,809,983 | 1,216,967 | 4,550,183 | 1,691,984 | 8,606,607 | 1,385,858 |

  34. Relationship Between Compensation Actually Paid and Performance Measure

    Relationship Between Compensation Actually Paid and Performance Measure A-Mark's total stockholder return as shown in the Summary Pay Versus Performance Table (as the return on an investment of $100 at June 30, 2020) has been exceptional: 167% in 2021, 284% in the two-year period of fiscal 2021 and 2022, and 369% in the three-year period fiscal 2021 - 2023 (year-over-year results also were very positive in fiscal 2022 (44%) and fiscal 2023 (22%)). These total stockholder returns vastly exceeded the total stockholder returns of our peer group, which were 95% in 2021, negative 30% in the two-year period of 2021 and 2022, and negative 14% in the three-year period 2021 - 2023. For further comparison, A-Mark's total stockholder returns also exceeded those of the Nasdaq Composite index, which were 45% in 2021, 11% in the two-year period of 2021 and 2022, and 40% in the three-year period 2021 - 2023. The "compensation actually paid" to our CEO, as shown above, was strongly aligned with A-Mark's excellent performance in fiscal 2021 - 2023, in part through payment of annual bonuses at maximum pre-set levels, together with discretionary bonus payouts in fiscal 2021 and 2022. The greater portion of the CEO's "compensation actually paid" in fiscal 2021 and 2022 resulted from increases in the fair value of his stock options that remained unvested at any time in the fiscal year. Note that "compensation actually paid," as defined in SEC rules, includes year-over-year changes in the fair value of unvested stock options, which treats those values as "actually paid" even though the executive has not exercised and, until the final vesting date, cannot exercise the option. Growth in the stock price represented the major portion of total stockholder return in fiscal 2021, 2022 and 2023 (dividends represent the remaining portion of total stockholder return), and the fair value of stock options is closely aligned with stock price growth when the market price of our stock exceeds the exercise price of the option. However, the CEO did not receive further grants of stock options after November 2019. As a result, his "compensation actually paid," although generally aligned with the favorable total stockholder returns in fiscal 2022 and fiscal 2023, in fact declined in those years due to the vesting of a portion of his stock options before the beginning of fiscal 2022 and 2023, and year-over-year increases in the market price of A-Mark stock, while quite positive, were not as great in fiscal 2022 and 2023 as in fiscal 2021. The portion of the CEO's "compensation actually paid" attributable to stock options was 77% in 2021, 68% in 2022 and 20% in 2023. For the other NEOs in the above table, equity grants during fiscal 2021 - 2023 tended to offset the vesting of equity awards granted before fiscal 2021 and the effect of the large increase in stock price in fiscal 2021, so that the "compensation actually paid" level averaged for the other NEOs remained relatively consistent in fiscal 2021, 2022 and 2023, except that the pay level for fiscal 2022 was higher mainly due to one equity award held by a person who first became an NEO in that fiscal year. "Compensation actually paid" in fiscal 2021 - 2023 also was aligned with net income attributable to A-Mark ("A-Mark Net Income"). In the five years from fiscal 2015 to 2019, A-Mark Net Income to date averaged $4.45 million, with the highest A-Mark Net Income in any of those years being $9.3 million achieved in fiscal 2016. In fiscal 2020, A-Mark set a record for A-Mark Net Income, which was $30.5 million. During fiscal 2021, A-Mark Net Income grew to $159.6 million, more than five times the record net income achieved in the previous year. A-Mark's stock price and total stockholder return grew dramatically in fiscal 2021, in parallel with the growth in A-Mark Net Income. As discussed above, this resulted in an increase in fair value in equity awards held by the CEO and other NEOs which remained unvested at the start of fiscal 2021. A-Mark Net Income in fiscal 2022 and 2023, $132.5 million and $156.4 million, respectively, remained at very high levels compared to levels achieved before 2021, and the amounts of "compensation actually paid" to the CEO and other NEOs corresponded to those results, although the CEO's "compensation actually paid" was much lower than the amount for fiscal 2021 for the reasons discussed in the preceding paragraph. "Compensation actually paid" in fiscal 2021 - 2023 also was aligned with net income before provision for income taxes, a GAAP item we refer to as "pre-tax profit." Pre-tax profit in fiscal 2021, $192.8 million, was more than five times higher than the record pre-tax profit achieved in fiscal 2020. Results in fiscal 2022 remained robust, at $166.4 million, and in fiscal 2023 pre-tax profit set a new record, at $203.2 million. These results led directly to maximum annual incentive payouts to the CEO and for most other NEOs for whom pre-tax profit was the primary performance metric under pre-set bonus formulas and were a significant factor in the determination of discretionary bonuses. The market price of our stock grew in fiscal 2021 and 2023 in a way generally corresponding to the growth in pre-tax profit, and grew year-over-year in fiscal 2022 as A-Mark's businesses generated strong profits again. Share price growth led to growth in the fair value of the executives' equity awards that were unvested at the beginning of a given fiscal year. The "compensation actually paid" methodology excludes growth in options and equity awards once they are vested, which accounts in part for the year-over-year decline in the CEO's "compensation actually paid" in fiscal 2022 and 2023. Among the other NEOs, as stated above, equity grants during fiscal 2021 - 2023 tended to offset the vesting of equity awards and the effect of the large increase in share price in fiscal 2021.

  35. Directors' Compensation

    Directors' Compensation Under A-Mark's current Director Compensation Policy, which was also in effect during fiscal 2023, annual compensation to each non-employee director (not including compensation for special assignments and, as discussed below, excluding Mr. Wittmeyer) is as follows: (1) Cash retainer -- $60,000 for directors other than the Board Chairman, $120,000 for the Chairman. (2) Fees for Board Committee service: • Cash retainer for service as Chairman of Audit Committee or Chairman of Compensation Committee -- $10,000. • Cash retainer for service as Chairman of Nominating and Corporate Governance Committee -- $5,000. • Cash retainer for service as member (other than Chairman) of Audit Committee or Compensation Committee -- $5,000. (3) Annual equity award in the form of a grant of Restricted Stock Units (“RSUs”): • RSUs are granted with an aggregate grant-date value of $60,000 for each director other than the Board Chairman, who receives a grant with a value of $120,000. • The grant date for the RSUs is the day of the Annual Meeting of Stockholders. • RSUs will become vested one year from the date of grant, subject to accelerated vesting if service terminates due to death or disability, if service terminates for any reason at the Annual Meeting in the year after grant or if there occurs a change in control of A-Mark. • RSUs are credited with dividend equivalents, accrued as cash amounts payable at the time of settlement of the underlying RSUs (except that RSUs granted to a director subject to Canadian tax law have the dividend equivalents converted into additional RSUs). Settlement of vested RSUs will occur promptly upon vesting, except that a Director may elect to defer settlement for a period of years or until termination of service (vested RSUs granted to a director subject to Canadian tax law will be settled only upon retirement or termination from the Board or death). Grants of equity awards to a director upon commencement of service are determined by the Board or Compensation Committee at the time of appointment. In addition, the Director Compensation Policy also stipulates: No meeting fees are paid. Service as a member of a committee other than the Audit Committee or Compensation Committee does not result in additional compensation. • Directors who are employees of the Company are not paid additional compensation for service as a director. • The Board may approve special compensation to a non-employee director for non-recurring Board work; no special compensation was paid in fiscal 2023. • All directors are entitled to reimbursement by the Company for reasonable travel to and from meetings, and reasonable food and lodging expenses incurred in connection therewith and other reasonable expenses. The Director Compensation Policy assumes service for a full year; directors who serve for less than the full year are entitled to receive a pro-rated portion of the applicable payment. Each “year,” for purposes of the Director Compensation Policy, will be deemed to begin on the date of our Annual Meeting of Stockholders. Executive officers who serve as directors receive no additional compensation for such service. The following table sets forth information regarding compensation earned by non-employee directors of the Company during fiscal 2023.

  36. Directors' Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Option Awards(2) ($) | All Other Compensation ($) | Total ($) | | Jeffrey Benjamin | 120,000 | 120,007 | — | — | 240,007 | | Ellis Landau | 75,000 | 60,003 | — | — | 135,003 | | Beverley Lepine | 65,000 | 60,003 | — | — | 125,003 | | John Moorhead | 71,667 | 60,003 | — | — | 131,670 | | Jess Ravich | 70,000 | 60,003 | — | — | 130,003 | | Monique Sanchez | 65,000 | 60,003 | — | — | 125,003 | | Kendall Saville | 65,000 | 60,003 | — | — | 125,003 |

  37. Directors' Compensation

    (1) Grant date fair value of stock awards is computed in accordance with GAAP based on the closing price per share of our common stock on the grant date. Each independent director elected by our stockholders at our 2022 Annual Meeting of Stockholders received a grant of 2,021 restricted stock units (or deferred share units in the case of a director subject to the tax laws of Canada), except that the Chairman of the Board received a grant of 4,042 restricted stock units. Stock awards vest in full on the first anniversary of the date of grant, except that the awards are non-forfeitable in the event of termination of service due to death or disability or upon a change in control of A-Mark. At June 30, 2023, 4,042 restricted stock units subject to a risk of forfeiture (together with accrued cash dividend equivalents) were held by Mr. Benjamin and 2,021 such restricted stock units (together with accrued cash dividend equivalents) were held by each other independent director named in the table above other than Ms. Lepine, who held 2,042 restricted stock units subject to a risk of forfeiture. (2) At June 30, 2023, Ms. Sanchez and Mr. Saville held stock options to purchase A-Mark shares. Ms. Sanchez and Mr. Saville each held an option to purchase 6,000 shares, exercisable at $17.87 per share, which previously vested or will become vested as to one-third of the underlying shares on each of March 19, 2022, 2023 and 2024. These options were granted to the directors at the time they joined the Board in March 2021. Effective June 30, 2023, Michael Wittmeyer stepped down as an executive officer; he continues to serve as a director of A-Mark. A-Mark has engaged Mr. Wittmeyer as a consultant for fiscal 2024 and 2025. The engagement is a part-time commitment, providing for compensation to Mr. Wittmeyer in the amount of $15,000 per month. Mr. Wittmeyer is not compensated separately for his service as a director. Under his consulting agreement, he remains subject to the covenants in his employment agreement, including non-competition, non-solicitation, and confidentiality, during and for specified periods following the consulting period. Carol Meltzer serves as a director and is also an executive officer of A-Mark. During fiscal 2023, Ms. Meltzer's salary was increased to $300,000 and she received a cash bonus of $257,500 for fiscal 2023 performance. At June 30, 2023, she held a stock option to purchase 6,000 shares with exercise prices of $3.10 per share and an option to purchase 10,000 shares with an exercise price of $6.05 per share, both of which were fully vested. All other compensation in the amount of $32,452 (of which $11,250 was a matching 401(k) contribution and $21,202 was a cash payment in lieu of vacation time) was paid to Ms. Meltzer in fiscal 2023, for a total compensation value of $580,368.

  38. PROPOSAL 1 - ELECTION OF DIRECTORS

    PROPOSAL 1 - ELECTION OF DIRECTORS The Company's directors are elected at the Annual Meeting of Stockholders. Ten directors will be elected at the 2023 Annual Meeting. The Board of Directors approved the nomination of the ten nominees set forth below. All of the nominees are currently serving on the Company’s Board of Directors, and all have consented to being named in this proxy statement and to serve if elected. Unless authority to vote for the election of directors is withheld, the proxy will be voted FOR the election of the nominees named below. Jeffrey D. Benjamin Ellis Landau Beverley Lepine Carol Meltzer John U. Moorhead Jess M. Ravich Gregory N. Roberts Monique Sanchez Kendall Saville Michael R. Wittmeyer In connection with the acquisition of JMB in March 2021, A-Mark entered into agreements that currently entitle former stockholders of JMB to designate two directors for nomination to the Board of Directors. Mr. Saville and Mr. Wittmeyer have been designated as those director nominees. In addition, the employment agreement between A-Mark and Mr. Wittmeyer provided that he will be nominated to serve as a director, and this commitment currently remains in effect. A-Mark’s restated certificate of incorporation provides that directors may be removed only for cause and that any such removal must be approved by the affirmative vote of at least a majority of the outstanding shares of A-Mark capital stock entitled to vote generally in the election of directors at a meeting of stockholders called for that purpose.

  39. Information Concerning Directors

    Information Concerning Directors You will find below background information, specific credentials, experience and other qualifications with respect to the nominees for election at the 2023 Annual Meeting. Each of the nominees has been nominated by the Board of Directors to serve until the next annual meeting of stockholders (in 2024) and until their respective successors are duly elected and qualified. See “Security Ownership of Certain Beneficial Owners and Management” for information regarding their beneficial ownership of A-Mark’s common stock. No other nominations were submitted for the 2023 Annual Meeting.

  40. Information Concerning Directors

    | Jeffrey D. Benjamin, age 62 Chairman of the Board & Director | Jeffrey Benjamin has served as Chairman of the Board and a Director since March 2014. Mr. Benjamin has been a Senior Advisor to Cyrus Capital Partners, L.P. since 2008, where he assists with distressed investments. Mr. Benjamin served as non-Executive Chairman of the Board of SGI from 2012 until March 2014 and as a director of SGI from 2009 until March 2014. He is also a member of the boards of directors of American Airlines Group, Inc. (Nasdaq: AAL) and Rackspace Technology (Nasdaq: RXT), and serves as chairman of the audit committee of Rackspace Technology. Mr. Benjamin served on the boards of directors of Caesars Entertainment Company from 2008 to 2017 and Chemtura Corporation from 2010 to 2017. Mr. Benjamin holds an MBA from the Sloan School of Management at M.I.T. and a BA from Tufts University. With his financial and business background and service as a public company director, as well as a personal involvement in numismatics, Mr. Benjamin contributes to the Board in matters of corporate finance, governance, business development and industry strategy. |

  41. Information Concerning Directors

    | Ellis Landau, age 79 Director | Ellis Landau has served as a Director since March 2014, and serves as Chairman of the Audit Committee and a member of the Compensation Committee. Mr. Landau serves as a member of the Board of Directors of Second Wave Delivery Systems, LLC, an early-stage medical service company. In 2006, Mr. Landau retired as Executive Vice President and Chief Financial Officer of Boyd Gaming Corporation (NYSE: BYD), a position he held since he joined the company in 1990. Mr. Landau previously worked for Ramada Inc., later known as Aztar Corporation, where he served as Vice President and Treasurer, as well as U-Haul International in Phoenix and the Securities and Exchange Commission in Washington, D.C. Mr. Landau served as a director of SGI from 2012 until March 2014. From 2007 to 2011, Mr. Landau was a member of the Board of Directors of Pinnacle Entertainment, Inc. (NYSE: PNK), a leading gaming company, where he served as chairman of the audit committee and as a member of its nominating and governance committee and its compliance committee. Mr. Landau received his Bachelor of Arts in economics from Brandeis University and his M.B.A. in finance from Columbia University Business School. Mr. Landau brings to the Board substantial finance, accounting and corporate governance experience, including the expertise and financial acumen to serve as the Chairman of the Audit Committee. | | Beverley Lepine, age 71 Director | Beverley Lepine has served as a Director since February 2015, and serves as a member of both the Audit Committee and the Nominating and Corporate Governance Committee. Ms. Lepine retired as Chief Operating Officer from the Royal Canadian Mint, a Canadian Federal Crown Company, after 27 years in various positions, including Chief Financial Officer and Vice President of Manufacturing. Prior to joining the Royal Canadian Mint, Ms. Lepine worked from 1980 until 1987 for the Treasury Board Secretariat of the Government of Canada and Via Rail Canada. Upon graduating with a Bachelor's degree in Business Administration from Bishop's University in 1974, Ms. Lepine worked for Clarkson Gordon from 1974 until 1980 where she obtained her Chartered Professional Accountant ("CPA") designation in 1978. She obtained her Institute of Corporate Directors Certificate (ICD.D) in 2011. Ms. Lepine was Chair of the Board of Bruyere Continuing Care, a chronic continuing care hospital in Ottawa from 2008-2010 and is currently second Vice Chair and member of the Board of Pallium Canada. Ms. Lepine's extensive knowledge of the worldwide minting and coinage industries provides the Board with insight and guidance in matters of business planning and growth strategy. She also brings a strong background in finance and accounting to bear as a member of the Audit Committee and as a director. | | Carol Meltzer, age 64 Executive Vice President, General Counsel, Secretary and Director | Carol Meltzer was appointed as a Director on December 23, 2021. Ms. Meltzer has served as our General Counsel, Secretary and Executive Vice President since March 2014, assuming those offices at the time of the spin-off. From 2006 to the spin-off, she held the positions of General Counsel, Secretary and Executive Vice President of SGI and its predecessor companies, and served in a variety of legal capacities for SGI since 1996. Ms. Meltzer previously practiced law at Stroock & Stroock & Lavan LLP and Kramer Levin Naftalis & Frankel LLP. Ms. Meltzer received B.A. and J.D. degrees from the University of Michigan, Ann Arbor. Ms. Meltzer also serves as General Counsel, Secretary and Executive Vice President of SGI and as a director of SGI. | | John (“Jay”) U. Moorhead, age 71 Director | John ("Jay") Moorhead has served as a Director since March 2014, and serves as Chairman of our Compensation Committee and as a member of the Nominating and Corporate Governance Committee. He has been a managing director of Global Power Partners, an investment banking firm, since August 2015. Prior to that, he was a Managing Director at Ewing Bemiss & Co. from 2009 through July 2015, and served in the same capacity at Westwood Capital from 2005 until 2009 and at MillRock Partners from 2003 until 2005. From 2001 |

  42. Information Concerning Directors

    | | to 2003, Mr. Moorhead was a corporate finance partner at C.E. Unterberg, Towbin. Mr. Moorhead served as a director of SGI from 2009 until March 2014. Mr. Moorhead received his B.A. degree from the University of Vermont, and attended the Program for Management Development at Harvard Business School. Mr. Moorhead brings to the Board expertise in corporate finance and valuable perspectives on public company growth and global competition. Mr. Moorhead also has experience in the area of executive compensation, which gives him the expertise to serve as Chairman of our Compensation Committee. | | Jess M. Ravich, age 66 Director | Jess Ravich has served as a Director since March 2014, and serves as the Chairman of the Nominating and Corporate Governance Committee. Mr. Ravich is the CEO and Chairman of the Board of ALJ Regional Holdings, Inc. (Nasdaq: ALJI). From 2012 until 2019, he was a group managing director and head of alternative products for The TCW Group, Inc., an international asset-management firm, which he joined in 2012. Prior to joining The TCW Group, Mr. Ravich served as managing director and head of capital markets of Houlihan, Lokey, Howard & Zukin, Inc., an international investment bank. From 1991 through November 2009, Mr. Ravich founded and served as chief executive officer of Libra Securities LLC, an investment banking firm serving the middle market. Prior to founding Libra, Mr. Ravich was an executive vice president of the fixed income department at Jefferies & Company, a Los Angeles-based brokerage firm, and a senior vice president at Drexel Burnham Lambert, where he was also a member of the executive committee of the high yield group. Mr. Ravich served as a director of SGI from 2009 until March 2014. He also served on the Board of Directors of APEX Global Brands Inc. (formerly The Cherokee Group, Inc.) (Nasdaq: APEX) from 1993 - 2019. Mr. Ravich is a graduate of the Wharton School at the University of Pennsylvania and Harvard Law School, where he was an editor of the Harvard Law Review. With his extensive background in investment banking and the financial markets, Mr. Ravich provides Board leadership in matters of strategic development and business initiatives, including potential growth through acquisitions. | | Gregory N. Roberts, age 61 Chief Executive Officer & Director | Greg Roberts has been Chief Executive Officer and a Director of A-Mark since July 2005. Mr. Roberts has served as President and Chief Executive Officer of SGI since March 2008. Mr. Roberts previously served as the President of SGI’s North American coin division, which included A-Mark. He is also a lifetime member of the American Numismatic Association. Through his day-to-day involvement in all aspects of the Company’s operations, Mr. Roberts provides a vital link between junior and senior management personnel and the general oversight and policy-setting responsibilities of the Board. Mr. Roberts is a director of SGI (serving as such since 2000). Mr. Roberts also serves as Chief Executive Officer of SGI. Mr. Roberts brings to the Board expertise in numismatics and trading, extensive knowledge of the precious metals industry and, in his role as Chief Executive Officer, in-depth knowledge of the Company and its business. | | Monique Sanchez, age 53 Director | Monique Sanchez was appointed as a Director in 2021, and serves as a member of both the Audit Committee and the Nominating and Corporate Governance Committee. Since 2008, Ms. Sanchez has held senior sales and business development roles at Google, including most recently as Director Agency Sales Development, where she is responsible for leading an agency development team focused on driving revenue growth across Google’s largest market: U.S. clients and agency holding companies. The eight years prior to Google, Ms. Sanchez held business development leadership roles at DoubleClick, which was acquired by Google in 2008. She is a mentor at |

  43. Information Concerning Directors

    | | Google’s women’s mentor program. Ms. Sanchez received her B.A. degree from Syracuse University. With over 30 years’ corporate experience, including more than 21 years in the digital advertising industry, Ms. Sanchez brings to the Board a deep expertise in advertising technologies, sales and business development. | | Kendall Saville, age 38 Director | Kendall Saville was appointed as a Director in 2021, and also serves as a member of the Audit Committee. He previously served as Chairman of the Board of JMB. He co-founded PlayUSA, the largest legal US iGaming media network which was acquired by Catena Media (STO: CTM), and served as a primary consultant to Catena Media from 2016 to 2019. Mr. Saville’s investment specialty is in store-of-value businesses, and his focus for nearly a decade has been investments in cryptocurrency technology, including the largest cryptocurrency exchange in the Middle East, and decentralized finance. Kendall earned his Bachelor of Arts in Business Economics from the University of California, Santa Barbara. In 2021, Kendall Saville’s i15 Media and Ocean View Marketing iGaming assets were acquired by Catena Media, and he has resumed his work as a primary consultant managing strategic growth projects for iGaming. Mr. Saville is also working on Milk Road, a cryptocurrency media startup. Mr. Saville’s extensive experience in search engine optimization (SEO), digital marketing, and cryptocurrency provides the Board with valuable insight in matters of business planning and growth strategy. | | Michael R. Wittmeyer, age 33 Director and Consultant to A-Mark | Michael R. Wittmeyer is the co-founder of JMB. His journey in entrepreneurship started in high school, when he founded and then sold a successful digital affiliate marketing business. Building on that achievement, Mr. Wittmeyer co-founded JMB in 2011. Eight years later, Mr. Wittmeyer was Named EY Entrepreneur of the Year in the Retail/Consumer category in the Southwest region, and has led JMB to become one of the top precious metals retailers in the world. In addition to his management and executive background, Mr. Wittmeyer established the Patricia McCarthy scholarships at Allegany-Limestone Central School and Olean High School, which awards funds to students who demonstrate entrepreneurial spirit, and have a strong record of service and extracurricular involvement. Mr. Wittmeyer, who has been a member of Entrepreneurs’ Organization since 2019, studied Marketing at Pennsylvania State University, and grew up in Western New York. Mr. Wittmeyer brings to the Board significant experience and expertise in ecommerce operations, search engine optimization (SEO), and digital marketing. His in-depth knowledge of JMB’s business is invaluable as the Board looks to grow its Direct-to-Consumer operations. |

  44. Information About Our Board Of Directors And Management

    Information About Our Board Of Directors And Management The Board of Directors oversees our business and monitors the performance of our management. In accordance with our corporate governance procedures, the Board of Directors does not involve itself in the day-to-day operations of the Company. The Company’s executive officers and management oversee the day-to-day operations of A-Mark. Our directors fulfill their duties and responsibilities by attending regular meetings of the Board of Directors. Our directors also discuss business and other matters with the Chief Executive Officer and the President, other key executives, and our principal external advisers (legal counsel, auditors, financial advisors and other consultants). The Board of Directors considers and establishes the appropriate leadership structure for the Company. The Board has concluded that the Company and its stockholders are best served by not having a formal policy on whether the same individual should serve as both Chief Executive Officer and Chairman of the Board. The Board believes that it is important to retain the flexibility to make this determination based on the circumstances at the time of the determination, recognizing that no single leadership structure will best serve the Company in all cases. This allows the Board to use its broad experience and knowledge to elect the most qualified director as Chairman of the Board, while maintaining its ability to separate the roles of Chairman and Chief Executive Officer. In making this determination, the Board will consider the advantages that come from having leadership of the Board by a person other than the Chief Executive Officer. Even if a single person were to fill both roles, the Board anticipates that it would appoint a director to serve separately as the presiding or lead non-management director in order to preserve those advantages. Mr. Benjamin has served as Chairman of the Board since March 2014. The Chairman of the Board has the authority to call special meetings of the Board, sets the agenda for Board meetings, acts as a Board liaison with the Chief Executive Officer, chairs meetings of the Board and communicates the Board of Directors’ feedback to the Chief Executive Officer. The Board believes that Mr. Benjamin’s work experience, education and leadership ability make him the best choice currently to serve as our Chairman of the Board. In fiscal 2023, the Board of Directors met five times. Each director attended at least 75% of the meetings of the A-Mark Board of Directors and Board committees, if any, of which he or she was a member during the period of the director's service in fiscal 2023. Under the Company’s policy, each director of the Company is expected to be present at annual meetings of stockholders (including by virtual means), absent exigent circumstances that prevents his or her attendance. At our Annual Meeting held in October 2022, all of our directors were in attendance. The Company’s Board of Directors has determined that all nominees for the Board of Directors other than Greg Roberts, Carol Meltzer, and Michael Wittmeyer qualify as “independent” as that term is currently defined in Rule 5605(a)(2) and (c)(2) of the Nasdaq listing standards.