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

DEF 14A of Liquidity Services Inc

Filed Jan 19, 2024 · FY20230000950170-24-005768

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  1. table of contents

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

  2. Director Compensation

    Director Compensation Our non-employee directors receive a combination of cash and equity compensation for service as directors. Directors employed by the Company (such as Mr. Angrick) receive no compensation for their service as directors. The Compensation Committee, in consultation with its independent compensation consultant, periodically reviews non‑employee director compensation and recommends changes based on competitive market data. Based on such review and recommendations, the Board approved the following compensation for non-employee directors for calendar year 2023: • Total annual target compensation was set at $145,000 with $45,000 payable in cash and $100,000 payable in equity. These amounts are unchanged from the prior year. • Each non-employee director must elect one of three alternatives for equity compensation (i.e., 60% options / 40% RSUs, 20% options / 80% RSUs, or 100% RSUs). The available alternatives for calendar year 2023 were the same as those for calendar year 2022, however certain directors changed their elections for calendar year 2023. Each director’s election is explained in additional detail in the table below. • Directors are entitled to additional cash retainers for committee service and leadership. The amounts for calendar year 2023 remained unchanged from calendar year 2022 and are detailed below. Any new director joining the Board in calendar year 2023 is entitled to an initial equity grant of $135,000. Non‑employee director compensation for calendar year 2023 is summarized in the following table:

  3. Director Compensation

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

  4. Director Compensation

    Cash retainers to our non-employee directors are paid quarterly in advance unless a director elects to receive an equivalent amount in the form of RSUs or options. No director made such an election for calendar year 2023. Non-employee directors also receive equity-based compensation in the form of options and/or RSUs, as elected by the director and described in further detail in the table below. Annual non-employee director equity awards are granted in February and vest on the one-year anniversary of the grant date, subject to the director’s continued service with the Company through that date. Options granted to non-employee directors expire ten years from the date of grant. For 2023, each non-employee director (other than Mr. Fall) received an equity award with an aggregate value of $100,000. As noted above, the Board determined that any new director joining the Board in fiscal 2023 is entitled to initial equity grant of $135,000. Mr. Fall received such an award upon his appointment to the Board. These equity awards vest on February 1, 2024, subject to the director’s continued service with the Company through such date. Non‑employee directors are also reimbursed for expenses they incur in attending Board and committee meetings.

  5. Director Compensation for Calendar Year 2023

    Director Compensation for Calendar Year 2023 The following table sets forth the total cash and equity compensation paid to each of our non‑employee directors for service on the Board and its committees during calendar year 2023:

  6. Director Compensation for Calendar Year 2023

    | Name | Retainer Fees (Paid in Cash)(1) | Stock Awards(2)(3)(4)(5) | Option Awards(2)(3)(6) | Total ($) | | Phillip A. Clough | $49,500 | $80,000 | $20,000 | $149,500 | | Katharin S. Dyer | $55,327 | $100,000 | $0 | $155,327 | | George H. Ellis | $64,038 | $100,000 | $0 | $164,038 | | Amath Fall | $65,705 | $135,000 | $0 | $200,705 | | Beatriz V. Infante | $74,500 | $100,000 | $0 | $174,500 | | Edward Kolodzieski | $54,750 | $100,000 | $0 | $154,750 | | Jaime Mateus-Tique | $45,000 | $100,000 | $0 | $145,000 |

  7. Director Compensation for Calendar Year 2023

    (1) Retainer fees, at the election of each director, may be paid in cash or in the form of options or RSUs. All directors elected to receive retainer fees in the form of cash in calendar year 2023. (2) The amounts reported in these columns reflect the aggregate grant date fair value of grants of options and RSUs to each of the non-employee directors, computed under U.S. generally accepted accounting principles (“GAAP”), disregarding estimates of forfeitures related to service-based vesting conditions. For additional information about the assumptions used in these calculations, see Note 2 and Note 12 to our audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023 (the "2023 Form 10-K"). (3) Mr. Clough, Ms. Dyer, Mr. Ellis, Ms. Infante, Mr. Kolodzieski and Mr. Mateus-Tique each elected to receive all of their equity compensation in RSUs with a grant date fair value of $100,000. On February 1, 2023, we granted the following as equity compensation: (i) 6,627 RSUs to each of Mr. Clough, Ms. Dyer, Mr. Ellis, Ms. Infante, Mr. Kolodzieski and Mr. Mateus-Tique. The number of RSUs granted was determined by dividing the value of the award by the closing price of our common stock on the Nasdaq Stock Market on the grant date ($15.09). (4) Mr. Fall joined the Board in calendar year 2023, which entitled him to an initial grant of equity compensation with a grant date fair value of $135,000. He elected to receive this initial grant in the form of RSUs. On February 1, 2023, we granted Mr. Fall 8,946 RSUs with a grant date fair value of $135,000. The number of RSUs granted was determined by dividing the value of the award by the closing price of our common stock on the Nasdaq Stock Market on the grant date ($15.09). (5) On September 30, 2023, our non‑employee directors held the following unvested RSUs: Phillip A. Clough, 5,302; Katharin S. Dyer, 6,627; George H. Ellis, 6,627; Amath Fall, 8,946; Beatriz V. Infante, 6,627; Edward J. Kolodzieski, 6,627; and Jaime Mateus-Tique, 6,627. On September 30, 2023, our non-employee directors held the following stock option awards, some of which were not fully vested: Phillip A. Clough, 73,655 options; Katharin S. Dyer, 0 options; George H. Ellis, 13,144 options; Amath Fall, 0 options; Beatriz V. Infante, 0 options; Edward J. Kolodzieski, 0 options; and Jaime Mateus-Tique, 20,061 options. The following table sets forth information regarding ownership of our common stock as of the Record Date, other than as set forth below, by each of our directors and executive officers, all our directors and executive officers as a group and the holders of 5% or more of our common stock known to us. The information in this table is based on our records, information filed with the SEC and information provided to us. To our knowledge, except as disclosed in the table below, none of our stockholders hold 5% or more of our common stock. Except as otherwise indicated, (1) each person has sole voting and investment power (or shares such powers with her, his or their spouse) with respect to the shares set forth in the following table and (2) the business address of each of our officers and directors is 6931 Arlington Road, Suite 460, Bethesda, MD 20814.

  8. Director Compensation for Calendar Year 2023

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

  9. Director Compensation for Calendar Year 2023

    * Less than 1% of the outstanding shares of our common stock. (1) The percentages of shares outstanding for our 5% or greater stockholders and for our directors and executive officers were calculated based on 32,385,987 shares of common stock, which is equal to the 30,843,994 shares of common stock outstanding as of the Record Date plus 1,494,610 shares of common stock issuable pursuant to options held by our directors and executive officers that are exercisable as of the Record Date or within 60 days of such date and 47,383 RSUs scheduled to vest within 60 days of such date. Based on a review of a Form 13F-HR filed on November 13, 2023, BlackRock, Inc. beneficially owned 3,554,541 shares of common stock, had sole voting power with respect to 3,519,677 shares of common stock and had sole investment power with respect to 3,554,541 shares of common stock. Based on a review of a Form 13F-HR filed on November 14, 2023, Staley Capital Advisers, Inc. beneficially owned 2,200,000 shares of common stock, had sole voting power with respect to 2,200,000 shares of common stock and had sole investment power with respect to 2,200,000 shares of common stock. (4) Based on a review of a Form 13F-HR filed on November 14, 2023, Renaissance Technologies LLC beneficially owned 1,847,904 shares of common stock, had sole voting power with respect to 1,847,904 shares of common stock and had sole investment power with respect to 1,847,904 shares of common stock. (5) Based on a review of a Form 13F-HR filed on November 14, 2023, The Vanguard Group beneficially owned 1,681,783 shares of common stock, had sole voting power with respect to 1,625,876 shares of common stock and had sole investment power with respect to 1,625,876 shares of common stock. (6) Includes 5,186,058 shares of common stock held by the William P. Angrick, III Revocable Trust, 873,379 shares of common stock held by the William P. Angrick III 2005 Irrevocable Trust, 114,699 shares of common stock held by the Stephanie S. Angrick Revocable Trust and 575,513 shares of common stock held by the Stephanie S. Angrick 2005 Irrevocable Trust. Mr. Angrick disclaims beneficial ownership of these securities. The amount in the table above also includes 1,030,328 shares of common stock issuable pursuant to options held by Mr. Angrick that are exercisable as of the Record Date or within 60 days of such date. Mr. Angrick does not hold any RSUs that are scheduled to vest within 60 days of the Record Date. 1,400,000 shares of common stock are pledged as collateral to secure certain personal indebtedness. (7) Includes 140,865 shares of common stock issuable pursuant to options held by Mr. Celaya that are exercisable as of the Record Date or within 60 days of such date. Mr. Celaya does not hold any RSUs that are scheduled to vest within 60 days of the Record Date. (8) Includes 73,655 shares of common stock issuable pursuant to options held by Mr. Clough that are exercisable as of the Record Date or within 60 days of such date and 5,302 RSUs scheduled to vest within 60 days of such date. (9) Includes 53,074 shares of common stock held by the Daunt Family Trust and 107,948 shares of common stock issuable pursuant to options held by Mr. Daunt that are exercisable as of the Record Date or within 60 days of such date. Mr. Daunt does not hold any RSUs that are scheduled to vest within 60 days of the Record Date. (10) Includes 6,627 RSUs scheduled to vest within 60 days of Record Date. Ms. Dyer does not hold any options that are exercisable as of the Record Date or within 60 days of such date. (11) Includes 13,144 shares of common stock issuable pursuant to options held by Mr. Ellis that are exercisable as of the Record Date or within 60 days of such date and 6,627 RSUs scheduled to vest within 60 days of such date. (12) Includes 8,946 RSUs scheduled to vest within 60 days of such date. Mr. Fall does not hold any options exercisable as of the Record Date or within 60 days of such date. (13) Includes 6,627 RSUs scheduled to vest within 60 days of the Record Date. Ms. Infante does not hold any options exercisable as of the Record Date or within 60 days of such date. (14) Includes 6,627 RSUs scheduled to vest within 60 days of the Record Date. Mr. Kolodzieski does not hold any options that are exercisable as of the Record Date or within 60 days of such date. (15) Includes 163,208 shares of common stock held by the Jaime Mateus-Tique 2005 Irrevocable Trust, 468,262 shares of common stock held by the Em El 2007 Irrevocable Trust, 20,061 shares of common stock issuable pursuant to options held by Mr. Mateus Tique that are exercisable as of the Record Date or within 60 days of such date and 6,627 RSUs scheduled to vest within 60 days of such date. (16) Includes 50,582 shares of common stock issuable pursuant to options held by Ms. Murray that are exercisable as of the Record Date or within 60 days of such date. Ms. Murray does not hold any RSUs that are scheduled to vest within 60 days of the Record Date. (17) Includes 39,242 shares of common stock held by The Mark A. Shaffer Revocable Trust and 37,598 shares of common stock issuable pursuant to options held by Mr. Shaffer that are exercisable as of the Record Date or within 60 days of such date. Mr. Shaffer does not hold any RSUs that are scheduled to vest within 60 days of the Record Date. Includes 20,429 shares of common stock issuable pursuant to options held by Mr. Weiskircher that are exercisable as of the Record Date or within 60 days of such date. Mr. Weiskircher does not hold any RSUs that are scheduled to vest within 60 days of the Record Date.

  10. 2024 Director Nominees

    2024 Director Nominees

  11. 2024 Director Nominees

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

  12. 2024 Director Nominees

    If you are a stockholder of record, the proxy holders named on the proxy card intend to vote your proxy for the election of each nominee, unless you indicate on the proxy card that your vote should be withheld from any or all the nominees. Brokers, banks, and other nominees may not vote in the election of directors without instructions from the beneficial owner. Therefore, if your shares are held through a broker, bank, or other nominee, they will not be voted in the election of directors unless you affirmatively vote your shares. We expect each nominee to serve as a director if elected. If any nominee cannot serve, proxies will be voted in favor of the other nominees and may be voted for substitute nominees selected by the Board, unless the Board reduces the number of directors serving on the Board.

  13. Selection of Directors

    Selection of Directors In evaluating director candidates and considering incumbent directors for nomination, the Board and the Governance Committee consider a variety of factors as discussed above under “Governance Committee”. Among other things, the Board has determined that it is important to have individuals with the following skills, qualifications and experiences on the Board: • Industry Experience and/or Company Knowledge. It is important for our directors to know the Company and the online auction marketplace industry to understand its business, operations, and strategy. Three of our directors (37.5%) have this experience. • Senior Leadership Experience. It is important for our directors to have successfully served in senior leadership roles at other organizations, which demonstrates strong abilities to motivate and manage others and to identify and develop leadership qualities in others. All of our directors (100%) have this experience. High-Growth Company Experience. As a high-growth company, it is important for our directors to have experience with other companies that have undergone periods of significant growth because they can provide insight on the challenges faced by companies in these situations, including how to balance strategic acquisitions with organic growth, manage expectations about the scope, speed, and success of our growth strategy, and leverage operational infrastructure to support expansion. All of our directors (100%) have this experience. • U.S. Public Company Board Service Experience. Directors who have served on other public company boards can offer advice and perspective regarding board dynamics and operations; the relationship between the Board and management; and other matters, including corporate governance, executive compensation, and oversight of strategic, operational, and compliance-related matters. Three of our directors (37.5%) have this experience. • Media and Technology Experience. As the Company is a provider of online marketplaces, it is important for our directors to have media and technology experience, especially as this experience relates to the Internet. All of our directors (100%) have this experience. • Financial and/or Accounting Experience. It is important for our directors to have knowledge of finance and financial reporting processes to enable them to understand and evaluate the Company’s capital structure and to oversee the preparation of our financial statements. Seven of our directors (87.5%) have this experience. • Data Analytics and E-commerce Marketing Experience. With the continued growing importance of data analytics and e-commerce marketing in the Company’s business strategy, it is important for our directors to have experience in this area. Two of our directors (25%) of our directors have this experience.

  14. Selection of Directors

    | Name | Industry Experience and/or Company Knowledge | Senior Leadership Experience | High-Growth Company Experience | U.S. Public Company Board Service Experience | Media and Technology Experience | Financial and/or Accounting Experience | Data Analytics and E-commerce Marketing Experience | | Mr. Angrick | ● | ● | ● | | ● | ● | | | Mr. Clough | | ● | ● | ● | ● | ● | | | Ms. Dyer | | ● | ● | | ● | | ● | | Mr. Ellis | | ● | ● | ● | ● | ● | | | Mr. Fall | | ● | ● | | ● | ● | | | Ms. Infante | | ● | ● | ● | ● | ● | | | Mr. Kolodzieski | ● | ● | ● | | ● | ● | ● | | Mr. Mateus-Tique | ● | ● | ● | | ● | ● | |

  15. Consideration of Diversity

    Consideration of Diversity The Board does not have a specific diversity policy but recognizes the value of all forms of diversity among directors. Diversity of experience and viewpoints among directors is important because it improves the quality of discussion, contributes to a more effective decision-making process, enhances the overall culture of the boardroom and helps the Board address the complex issues it faces. Additional information on our directors and their specific qualifications and experience are set forth below. For more information on the director nomination process, refer to “Governance Committee” above. Each director will be elected by a plurality of the “for” votes cast by stockholders who are present, either in person or by proxy, at the Annual Meeting and entitled to vote in the election of directors.

  16. Consideration of Diversity

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

  17. Our Board of Directors

    Our Board of Directors

  18. Our Board of Directors

    | William P. Angrick, III | | | Director Since: January 2000 Age: 56 Not Independent (Chairman & CEO) Committee(s): None | Key Skills, Qualifications and Experience: ✓ Industry Experience and/or Company Knowledge ✓ Senior Leadership Experience ✓ Financial and/or Accounting Expertise ✓ High-Growth Company Experience ✓ Media and Technology Experience | | | Class: Class I Director Last Elected: 2022 (Votes for: 98%) Current Term Expires: 2025 | | Biography: William P. Angrick, III is a co-founder of the Company and he has served as the Company’s Chairman and Chief Executive Officer since January 2000. Previously, Mr. Angrick worked with Deutsche Banc Alex. Brown's Consumer and Business Services Investment Banking Group from 1995 to 1999. | | | Education: Mr. Angrick holds an M.B.A. from the Kellogg Graduate School of Management at Northwestern University and a B.B.A. with honors from the University of Notre Dame. Mr. Angrick earned his CPA certificate in 1990. | | | Jaime Mateus-Tique | | | Director Since: April 2000 Age: 57 Not Independent (Co-Founder) Committee(s): None | Key Skills, Qualifications and Experience: ✓ Industry Experience and/or Company Knowledge ✓ Senior Leadership Experience ✓ Financial and/or Accounting Expertise ✓ High-Growth Company Experience ✓ Media and Technology Experience | | | Class: Class II Director Last Elected: 2023 (Votes for: 94%) Current Term Expires: 2026 | | Biography: Mr. Mateus-Tique is a co-founder of the Company who has served as a director of the Company since April 2000. Mr. Mateus-Tique served as the Company's President and Chief Operating Officer from April 2000 until his retirement in September 2009. Before co-founding the Company, Mr. Mateus-Tique served as a senior engagement manager at McKinsey & Co., a management consulting firm, from September 1995 to March 2000. | | | Education: Mr. Mateus-Tique holds a Master in Biomedical Science degree from the Icahn School of Medicine, an M.B.A. from the Kellogg Graduate School of Management at Northwestern University, a B.S in Mathematics and a Master in Management degree from Ecole des Hautes Etudes Commerciales in Paris. | |

  19. Our Board of Directors

    | Phillip A. Clough | | | Director Since: September 2004 Age: 62 Independent Committee(s): Compensation Committee Governance Committee (Chair) | Key Skills, Qualifications and Experience: ✓ Senior Leadership Experience ✓ Financial and/or Accounting Experience ✓ High-Growth Company Experience ✓ Media and Technology Experience ✓ U.S. Public Company Board Service Experience | | | Class: Class II Director Last Elected: 2023 (Votes For: 94%) Current Term Expires: 2026 | | Biography: Mr. Clough has served as a director of the Company since September 2004 and, currently, serves as chair of the Governance Committee and a member of the Compensation Committee. Mr. Clough is currently a General Partner and the Chairman of ABS Capital Partners (“ABS”), a growth equity firm focused on investments in tech-enabled services businesses. From January 2007 to December 2020, Mr. Clough was a Managing General Partner of ABS. Prior to that, Mr. Clough was a General Partner of ABS from September 2001 to January 2007. Before joining ABS, Mr. Clough was President and Chief Executive Officer of Sitel Corporation, a global provider of outsourced customer support services, from May 1998 to March 2001. Mr. Clough previously served on the board of directors of American Public Education, Inc., a provider of exclusively online post-secondary education, from August 2002 to 2010 and on the board of directors of Rosetta Stone Inc., a provider of technology-based language learning solutions, from January 2006 to May 2014. | | | Education: Mr. Clough holds a B.S. degree from the U.S. Military Academy at West Point and holds an M.B.A. from the Darden Graduate School of Business Administration at the University of Virginia. | |

  20. Our Board of Directors

    | KATHARIN S. DYER | | | Director Since: January 2020 Age: 66 Independent Committee(s): Compensation Committee Governance Committee | Key Skills, Qualifications and Experience: ✓ Senior Leadership Experience ✓ High-Growth Company Experience ✓ 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 an M.B.A. from the University of Maryland and a B.A. from the University of Kentucky. | |

  21. Our Board of Directors

    | GEORGE H. ELLIS | | | Director Since: May 2010 Age: 74 Independent Committee(s): Audit Committee (Chair) | Key Skills, Qualifications and Experience: ✓ Senior Leadership Experience ✓ Financial and/or Accounting Experience ✓ High-Growth Company Experience ✓ Media and Technology Experience ✓ U.S. Public Company Board Service Experience | | | Class: Class II Director Last Elected: 2023 (Votes For: 97%) Current Term Expires: 2026 | | Biography: Mr. Ellis has served as a director of the Company since May 2010 and is currently Chair of the Audit Committee. Mr. Ellis has served as the Chief Financial Officer of Accumen Inc., a provider of health system performance optimization solutions, since November 2020. From 2015 through 2020, Mr. Ellis was a Managing Director in the healthcare practice of Huron Consulting, Inc. Prior to that, Mr. Ellis served as the Chief Financial Officer of Studer Group, a private equity-backed healthcare consulting firm, from September 2011 to February 2015. From July 2006 to August 2011, Mr. Ellis served as the Chief Financial Officer of Global 360, Inc., a software development company. Mr. Ellis has also served in several capacities at Softbrands, Inc., a software developer and provider of related professional services, including as a member of its board of directors from October 2001 to August 2009, as Chairman from October 2001 to June 2006, and as Chief Executive Officer from October 2001 to January 2006. Mr. Ellis is also a director of Blackbaud, Inc., a supplier of software for non-profit companies, where he is Chairman of the Audit Committee. Mr. Ellis served on the board of directors of NEON Systems, Inc., from January 2000 to December 2005 and PeopleSupport, Inc., from October 2004 to October 2008. He also served as a director of AremisSoft Corp. from April 1999 until February 2001 and as Chairman and Chief Executive Officer of AremisSoft from October 2001 to July 2002. Previously, Mr. Ellis served as Chief Financial Officer of Sterling Software, Inc., Chief Financial Officer and founder of Sterling Commerce, Inc., a spin-off of Sterling Software, and Executive Vice President and Chief Operating Officer of the Communities Foundation of Texas. Mr. Ellis is a Certified Public Accountant and is admitted to the State Bar of Texas. Mr. Ellis is a board fellow with NACD and is certified in Cyber Security for Board Members through NACD. | | | Education: Mr. Ellis holds a B.S. degree from Texas Tech University and a J.D. from Southern Methodist University Dedman School of Law. | |

  22. Our Board of Directors

    | AMATH Fall | | | Director Since: February 2023 Age: 54 Independent Committee(s): Audit Committee | Key Skills, Qualifications and Experience: ✓ Senior Leadership Experience ✓ Financial and/or Accounting Experience ✓ High-Growth Company Experience ✓ Media and Technology Experience | | | Class: Class III Director Appointed: 2023 Current Term Expires: 2024 | | Biography: Mr. Fall has served as a director of the Company since February 2023 and currently serves on the Audit Committee. Since 2022, Mr. Fall has served as Operating Partner at The Sterling Group, a private equity firm based in Houston, TX. From 2019 to 2021, Mr. Fall served as the Chief Financial Officer (2019-2020) and then as the Chief Operating Officer (2020-2021) of Berlin Packaging, a $2.5B in sales global packing distribution company based in Chicago, IL. From 2016 to 2019, Mr. Fall was the Chief Financial Officer of FleetPride, Inc., a $1.6B in sales, heavy-duty truck distribution company based in Irving, TX. Prior to FleetPride, Mr. Fall held CFO positions in three other companies and served as Vice President of Financial Planning and Analysis at AmeriCold (NYSE: COLD), and Nashfinch, now SpartanNash (NASDAQ: SPTN). Mr. Fall holds a NACD Directorship Certification from the National Association of Corporate Directors. Additionally, he is a Certified Public Accountant, a Certified Management Accountant, a Certified Financial Accountant, a Chartered Global Management Accountant, and a Certified Forensic Accountant. Mr. Fall is also a member of the American Institute of Certified Public Accountants. | | | Education: Mr. Fall holds a B.S. degree in Accounting and a M.S. degree in Business Economics from the University of Nebraska at Omaha. | |

  23. Our Board of Directors

    | BEATRIZ V. INFANTE | | | Director Since: May 2014 Age: 69 Independent Committee(s): Audit Committee Compensation Committee (Chair) | Key Skills, Qualifications and Experience: ✓ Senior Leadership Experience ✓ Media and Technology Experience ✓ High-Growth Company Experience ✓ Financial and/or Accounting Experience ✓ U.S. Public Company Board Service Experience | | | Class: Class III Director Current Term Expires: 2024 Last Elected: 2021 (Votes For: 98%) | | Biography: Ms. Infante has served as a director of the Company since May 2014, and she currently serves as Lead Director, Chair of the Compensation Committee and a member of the Audit Committee. Since 2009, Ms. Infante has served as the Chief Executive Officer of BusinessExcelleration LLC, a business consultancy specializing in corporate transformation and renewal. Since October 2017, she has served as director of Ribbon Communications, a cloud communications company formed from the merger of Sonus Networks Inc. and GENBAND Holdings Company, and more recently the acquisition of ECI Telecom Group Ltd, and is currently Chair of the Compensation Committee and member of its Audit and Technology Committees. Since January 2018, she has served as a director of PriceSmart Inc., the largest operator of membership warehouse clubs in Latin America and the Caribbean, and currently serves as Chair of its Digital Transformation Committee and as a member of its Audit Committee. Ms. Infante previously served as a member of PriceSmart’s Compensation Committee from 2018 to 2019 and served as Chair of such committee from 2019 until July 2022. From January 2010 to October 2017, she served as a director and member of the Compensation Committee of Sonus Networks. From May 2012 until its acquisition by Broadcom in May 2015, Ms. Infante served as a director of Emulex, and was the Chair of its Nominating and Governance Committee and member of its Compensation Committee. From July 2016 until its acquisition by Veeco in May 2017, Ms. Infante served as a director and member of the Nominating and Corporate Governance Committee of Ultratech, Inc. From 1994 to 2019, she served on the Advisory Committee to the Princeton University School of Engineering and Applied Science. Ms. Infante served as Chief Executive Officer and a director of ENXSuite Corporation from May 2010 until it was acquired in October 2011. Ms. Infante served as Chief Executive Officer and a director of VoiceObjects, Inc. from March 2006 until VoiceObjects, Inc. was acquired in December 2008. Ms. Infante served as a director and Interim Chief Executive Officer of Sychron, Inc. from December 2004 to June 2005 until its sale to an investor group. Ms. Infante was Chief Executive Officer and President of Aspect Communications Corporation, a market leader in communications solutions, from April 2000 until October 2003, and was additionally named Chairman in February 2001. Between October 1998 and April 2000, she held additional roles at Aspect Communications. Ms. Infante has demonstrated her commitment to boardroom excellence by completing NACD's comprehensive program of study for experienced corporate directors - a rigorous suite of courses spanning leading practices for boards and committees. Ms. Infante has been a NACD Board Leadership Fellow since 2012. Ms. Infante supplements her board leadership skills through ongoing engagement with the director community and access to leading practices. | | | Education: Ms. Infante holds a B.S.E degree in Electrical Engineering and Computer Science from Princeton University and a M.S. degree in Engineering Science from California Institute of Technology. | |

  24. Our Board of Directors

    | EDWARD J. KOLODZIESKI | | | Director Since: November 2015 Age: 63 Independent Committee(s): Compensation Committee Governance Committee | Key Skills, Qualifications and Experience: ✓ Senior Leadership Experience ✓ Media and Technology Experience ✓ High-Growth Company Experience ✓ Financial and/or Accounting Experience ✓ U.S. Public Company Board Service Experience | | | Class: Class I Director Current Term Expires: 2025 Last Elected: 2022 (Votes For: 92%) | | Biography: Mr. Kolodzieski has served as a director of the Company since November 2015, and currently serves as a member of the Compensation Committee and the Governance Committee. Since 2013, Mr. Kolodzieski has also served as a Senior Advisor for CVC Capital Partners in the consumer products, retail, and supply chain sectors. In addition, he has served on the advisory board of The Welspun Group since January 2017 and on the Board of Directors of 99 Cents Only Stores LLC since January 2020. Previously, Mr. Kolodzieski served as Chairman of the Board for Archway Marketing Services from September 2015 through June 2018, as Chairman of And Go Concepts, LLC from August 2018 through March 2020 and as a Board Director of Vi-Jon Inc from August 2013 through September 2020. Prior to that, Mr. Kolodzieski served as Executive Vice President - Global Sourcing at Wal-Mart, Inc. from February 2010 through his retirement from Wal-Mart in February 2013. Prior to this position, he held several other senior executive positions with Wal-Mart, including Chairman of the Board and Chief Executive Officer of Walmart Japan, Chief Operating Officer of Wal-Mart International, and SVP of Wal-Mart's Neighborhood Market division. Before joining Wal-Mart, he was the President of Acme Markets of Virginia, a supermarket firm with operations in five Mid-Atlantic States. Mr. Kolodzieski has been a certified law enforcement officer for over 30 years, and he has received training in cyber security and Internet fraud investigations. He has completed courses from the U.S. Department of Justice / National White Collar Crime Center and the Carnegie Mellon University CERT Cyber Security Certification Program. Mr. Kolodzieski has demonstrated his commitment to boardroom excellence by completing NACD's comprehensive program of study for corporate directors, a rigorous suite of courses spanning leading practices for boards and committees. Mr. Kolodzieski was a 2013 NACD Board Governance Fellow. | | | Education: Mr. Kolodzieski holds a B.S. in Business Management from University of South Florida and an M.B.A. from University of Tampa. | |

  25. Our Board of Directors

    The Audit Committee has selected Deloitte & Touche LLP to serve as our Independent Auditor for fiscal 2024. We are asking our stockholders to ratify the selection of Deloitte & Touche LLP as our Independent Auditor. Although ratification is not required by our bylaws or otherwise, we are submitting the selection of Deloitte & Touche LLP to our stockholders for ratification because we value our stockholders’ views on our Independent Auditor and as a matter of good corporate practice. If our stockholders fail to ratify the selection, the Audit Committee will review its future selection of our Independent Auditor. Even if this selection is ratified, pursuant to the Sarbanes-Oxley Act of 2002, the Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the work of our Independent Auditor and may determine to change the firm selected at such time and based on such factors as it determines to be appropriate. Representatives of Deloitte & Touche LLP are expected to be present at the Annual Meeting to answer appropriate questions. They also will have the opportunity to make a statement if they desire to do so.

  26. Executive Summary

    Executive Summary The Compensation Committee believes in a “pay-for-performance” approach that aligns executive compensation with stockholder interests. This means that a significant portion of an executive's compensation should be at risk and may vary from “targeted” compensation based upon the level of achievement of specified performance objectives. Our pay for performance executive compensation philosophy and the elements of our executive compensation program for fiscal 2023 are summarized below: • The main objectives of our executive compensation program are to drive continuous stockholder return by motivating executives to achieve short-term and long-term financial and strategic objectives, to reward executives for continuous growth in earnings and stockholder value, and to align executives’ interests with those of our stockholders. • Our executive compensation program emphasizes performance-based compensation, including annual incentive compensation and stock-based awards, such as options and RSUs. For fiscal 2023, 50% of the stock-based awards granted to our NEOs had performance-based vesting criteria. • The Compensation Committee evaluates and sets the compensation levels of our NEOs. In setting compensation levels for NEOs, the Compensation Committee solicits the input and recommendations of our Chairman and CEO and engages an independent compensation consultant to conduct market reviews of our competitive market for executive talent. • 91% of our Chairman and CEO’s targeted total direct compensation for fiscal 2023 was delivered through variable incentives for which payout is tied to achievement of pre-determined performance objectives. • On average, approximately 75% of the targeted total direct compensation for fiscal 2023 of the other NEOs was delivered through variable incentives with payout tied to achievement of pre-determined performance objectives. We emphasize equity-based long-term incentives to ensure executives are focused on longer-term operating objectives and stock price performance in addition to shorter-term goals. The targeted value for long-term incentive awards for the NEOs other than Mr. Angrick is approximately 58% of the targeted value of their annual incentive awards and for Mr. Angrick is approximately 77% of the targeted value of such award. To support the retention and incentive purposes of our executive compensation program, each of our NEOs received time-based and performance-based options and RSUs in fiscal 2023. Our business and financial performance significantly impacted the design of our 2023 executive compensation program and the timing of decisions related to such program. In fiscal 2023, we achieved some notable financial and operational milestones, including: • In fiscal 2023, we generated $1.2 billion of gross merchandise volume, which is the total sales value of all merchandise sold by us or our sellers through our marketplaces or by us through other channels during a given period of time. Our gross merchandise volume has grown at a compound annual growth rate of 13.9% since 2018. • We generated revenue of $314.5 million in fiscal 2023 through multiple sources, including transaction fees from sellers and buyers, proceeds from the sale of products we purchased from sellers, and value-added service charges. • During fiscal 2023, the number of registered buyers on our marketplaces grew by 4.8% from approximately 4.9 million to approximately 5.1 million. • During fiscal 2023, we had approximately 3.3 million auction participants in our online auctions, a 6% increase from the approximately 3.1 million auction participants in fiscal 2022. The following charts provide additional information on our fiscal 2023 financial milestones: * For the twelve months ended September 30, 2023, 2022, 2021, 2020, and 2019, Net Income (Loss) was $21.0M, $40.3M, $50.9M, ($3.8)M, and ($19.3)M, respectively. For a reconciliation of Non-GAAP Adjusted EBITDA for fiscal years 2021, 2022 and 2023, see pages 47-48 of the 2023 Form 10-K (filed with the SEC on December 7, 2023). For a reconciliation of Non-GAAP Adjusted EBITDA for fiscal years 2019 and 2020, see pages 31-35 of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2020 (filed with the SEC on December 8, 2020). The Company’s actual performance for fiscal 2023 resulted in below-target payments to our NEOs under our annual incentive program and our long-term incentive programs completed during 2023. Additional information on target compensation and the compensation actually received by our NEOs is described in additional detail in the below charts. * The average NEO target and realized amounts reflected in the above charts were calculated based on the compensation of Messrs. Celaya, Daunt, Weiskircher and Shaffer. ** Realized long-term equity incentive pay includes only those options exercised in the applicable period.

  27. General Compensation Philosophy

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

  28. General Compensation Philosophy

    At the time of the fiscal 2023 review, we were at the 50th percentile of the peer group for revenue, the 19th percentile for headcount, and the 53rd percentile for market capitalization. The Compensation Committee considers market data in setting compensation levels but does not target or position NEO pay levels at a specific percentile level relative to the peer group. Instead, the Compensation Committee reviews total direct compensation and the mix of the compensation components relative to the peer group as one factor in determining if compensation is adequate to attract and retain qualified executives. The compensation decisions specific to each component of total direct compensation for the NEOs are discussed below.

  29. Annual Incentive Compensation

    Annual Incentive Compensation Summary. Each of our NEOs are eligible to participate in the Liquidity Services, Inc. Annual Incentive Plan (the “AIP”). The AIP, which is administered by the Compensation Committee, provides our NEOs the opportunity to earn annual incentive compensation in the form of “at risk” performance-based cash bonuses. These cash bonuses are designed to motivate our NEOs to achieve certain corporate financial performance objectives (the “Performance Objectives”) consistent with the Company’s strategic plan. The more successful the Company’s performance (as measured against the Performance Objectives), the higher the potential payout under the AIP. Payouts of annual cash bonuses vary significantly from year to year based on the Company’s financial performance. For example, over the last five years, the payout to our Chairman and CEO has ranged from 47% to 225% of his base salary. At the beginning of each fiscal year, the Compensation Committee sets the Performance Objectives as well as the range of possible payouts for each of our NEOs. As part of this process, the Compensation Committee selects the financial metrics against which the Company’s performance will be measured. These metrics typically include those that management uses to gauge the Company’s performance (e.g., Consolidated Adjusted EBITDA and Consolidated Direct Profit). As used herein, the terms “Consolidated Adjusted EBITDA” and “Consolidated AEBITDA” have the same meaning as Non-GAAP Adjusted EBITDA as described in the 2023 Form 10-K. As used herein, the term “Consolidated Direct Profit” means the Company’s total segment revenue less cost of goods sold (excluding depreciation and amortization). The Compensation Committee also establishes a threshold, target and maximum achievement level for each metric. If the Company’s performance falls below the threshold level for a metric, there is no payout on that metric. If the threshold level is met, our NEOs are eligible for a payout on that metric. The amount of such payout is dependent upon the Company’s actual performance as measured against the achievement levels for the metric. If the Company’s actual performance exceeds the threshold level on one metric but fails to do so on another, the payout to our NEOs would be limited accordingly as further described below. The Compensation Committee endeavors to set appropriate threshold, target and maximum achievement levels. These levels are evaluated annually with input from the Compensation Consultant and are consistent with the Company’s business plan and strategic objectives. The Compensation Committee cannot specify the degree of difficulty required to meet target achievement levels but believes that achievement would require substantial and sustained performance by the Company. As mentioned above, the range of possible payouts a NEO is eligible to receive is set by the Compensation Committee at the beginning of each fiscal year. The Compensation Committee sets a target bonus for each NEO, which the NEO will be eligible to receive if the Company’s performance equals the target achievement levels on each metric. The target bonus is set as a percentage of base salary based upon (1) the relative scope and responsibility of the NEO’s position and his, her or their respective impact on overall Company performance; and (2) comparative compensation data. If the Company’s performance exceeds the threshold achievement level but does not reach the target achievement level for a metric, the NEO will be eligible for a payout below target for that metric. If the Company’s performance exceeds the target achievement level for a metric, the NEO will be eligible for a payout above target for that metric subject to the applicable maximum established by the Compensation Committee. NEOs receive no payouts for below-threshold or above-maximum achievement. Additional information on the range of possible payouts to our NEOs for fiscal 2023 is provided below. Notwithstanding the foregoing, our NEOs are not entitled to any payout under the AIP. The Compensation Committee retains the discretion to increase or decrease payouts based on the Company’s (or the NEO’s) performance during the fiscal year. Fiscal 2023 Performance Objectives and Achievement Levels. At its December 2022 meeting, the Compensation Committee established the Performance Objectives for fiscal 2023. The metrics chosen were Consolidated Direct Profit and Consolidated AEBITDA, weighted equally. The Compensation Committee selected these metrics because they are key metrics used by management to measure the Company’s performance. The Compensation Committee also determined that if the Company’s actual performance met the threshold set forth below for a metric, our NEOs would be eligible to receive a 20% payout on that metric. If actual performance fell between the threshold and the target on a metric, our NEOs would be eligible to receive a payout between 20% and 100% of the target payout on that metric. If actual performance met the target on a metric, our NEOs would be eligible to receive a 100% payout on that metric. If actual performance fell between the target and the maximum on a metric, our NEOs would be eligible to receive a payout between 100% and 150% of the target payout on that metric. The Compensation Committee chose to cap payouts at 150% of the target payout for fiscal 2023. As a result, even if the Company’s actual performance exceeded the maximum set forth below, our NEOs would be limited to a 150% payout on that metric.

  30. Annual Incentive Compensation

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

  31. Annual Incentive Compensation

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

  32. Annual Incentive Compensation

    The Compensation Committee strives to set target at a level which requires considerable improvement to the Company’s financial performance year-over-year, further emphasizing our pay-for-performance approach to executive compensation. The target achievement levels set forth above require approximately 16% year-over-year growth. Fiscal 2023 Target and Maximum Awards. As described above, the amount ultimately paid to each NEO depends on the Company’s actual performance as measured against the Performance Objectives. The below table shows the target and maximum awards for fiscal 2023:

  33. Annual Incentive Compensation

    | 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 |

  34. Annual Incentive Compensation

    The target award percentages for fiscal 2023 remained the same as in fiscal 2022 for Mr. Angrick, Mr. Celaya, Mr. Weiskircher and Mr. Shaffer. The target award percentage for fiscal 2023 for Mr. Daunt was increased from 70% to 80% to better reflect his impact on overall Company performance and to align his compensation with market data. Fiscal 2023 Results and Payouts. At the end of fiscal 2023, our Chairman and CEO assessed the Company’s performance against the Performance Objectives and made a recommendation to the Compensation Committee regarding payouts to our NEOs. The Compensation Committee considered the recommendations, independently assessed the Company’s performance against the Performance Objectives and approved the payouts described below. The Company’s actual performance in fiscal 2023 exceeded the threshold achievement level but fell short of the target achievement level on both the Consolidated Direct Profit metric and the Consolidated AEBITDA metric. As a result, the Compensation Committee approved payouts to our NEOs equal to 67% of the target bonus for the Consolidated Direct Profit metric and 72% of the target bonus for the Consolidated AEBITDA metric. Fiscal 2023 results and related payments appear in the table below.

  35. Annual Incentive Compensation

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

  36. Annual Incentive Compensation

    Fiscal 2024 Annual Incentive Compensation. At its December 2023 meeting, the Compensation Committee determined that the Performance Objectives for fiscal 2024 would be the same as those selected for fiscal 2023 (i.e., Consolidated Direct Profit and Consolidated AEBITDA weighted equally). These metrics were selected because they continue to be the key metrics used by management to measure the Company’s performance. Additionally, as in fiscal 2023, the Compensation Committee chose to limit maximum payouts to 150% of the target bonus for fiscal 2024. The targets for each of the Performance Objectives will be disclosed in our 2025 proxy statement. In addition to setting the Performance Objectives for fiscal 2024, the Compensation Committee reviewed the target and maximum awards for our NEOs at its December 2023 meeting and set the following award opportunities for fiscal 2024:

  37. Annual Incentive Compensation

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

  38. Annual Incentive Compensation

    The target award percentages for fiscal 2024 remained the same as in fiscal 2023 for each of our NEOs.

  39. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Summary. We grant long-term equity compensation on an annual basis to our executive officers to attract, retain and reward our executives and strengthen the mutuality of interests between our executives and our stockholders. The Compensation Committee annually determines whether to grant equity-based incentives to executives. In making its determinations, the Compensation Committee considers factors such as market data, the executive’s and the Company’s performance in the last year and the results achieved by the executive, the executive’s base salary and the Compensation Committee’s view regarding the future potential of long-term contributions of the executive. Recommendations of the Chairman and CEO are also considered with respect to executive officers other than the Chairman and CEO. The Compensation Committee has historically made the annual grants of long-term incentive compensation at a regularly scheduled meeting after financial results are available for the prior fiscal year. As the Compensation Committee’s meeting schedule is established before the start of each fiscal year, the proximity of any grants to earnings announcements or other market events is coincidental. The Compensation Committee’s policy is to grant option and RSU awards on or after the date it approves them. For options, the exercise price is determined under the terms of the LTIP (typically, the closing price of our common stock on the Nasdaq Stock Market on the date of grant) and cannot be less than the fair market value of our common stock as of that date. In the case of Mr. Angrick, who beneficially owns greater than 10% of the Company’s outstanding common stock, the option exercise price for any options granted to him which are intended to be incentive stock options cannot be less than 110% of the fair market value of our common stock on the date of grant. Besides grants of options made as part of long-term incentive compensation awards, executive officers may receive options with the commencement of employment or upon promotion. In these cases, the exercise price is typically the closing price of our common stock on the Nasdaq Stock Market on the date the Compensation Committee approves the award. Fiscal 2023 Long-Term Equity Compensation. For fiscal 2023, the Compensation Committee chose to grant a mix of option and RSU awards to each of our NEOs. Each NEO received 70% of his equity compensation in the form of RSUs and 30% in the form of options. Half of the granted options and RSUs have time-based vesting criteria while the other half have performance-based vesting criteria. The time-based options vest over a four-year period with 25% vesting on January 1, 2024 and 1/48th vesting each month thereafter for 36 months. The time-based RSUs vest over a four-year period with 25% vesting on each of January 1, 2024, January 1, 2025, January 1, 2026 and January 1, 2027. Performance-based options and RSUs vest only if the Company achieves certain financial milestones. For fiscal 2023, the Compensation Committee selected Consolidated Direct Profit and Consolidated AEBITDA, each weighted equally, as the financial milestones that must be satisfied for performance-based vesting. Beginning on January 1, 2024 and on each April 1, July 1, October 1 and January 1 through January 1, 2026 (each, a “Measurement Date”), the Company’s trailing 12-month Consolidated Direct Profit and Consolidated AEBITDA results will be compared to the below tables to determine what percentage of vesting has occurred.

  40. Long-Term Incentive Compensation

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

  41. Long-Term Incentive Compensation

    | Consolidated AEBITDA (50% Weight) | | | Results | % of Award Vesting | | $50M | 20% | | $53M | 40% | | $56.5M | 60% | | $60M | 80% | | $65M | 100% |

  42. Long-Term Incentive Compensation

    The two metrics will be evaluated independently consistent with the Company’s historic practice with respect to assessing the achievement of performance-based vesting criteria. If, as of a Measurement Date, the Company achieves the results required for vesting on one metric but not the other, the percentage of the total grant vesting will be adjusted according to the weight assigned to that metric. For example, if as of a Measurement Date, the Company’s trailing 12-month Consolidated Direct Profit is $190 million and its Consolidated EBITDA is $48 million, only the Consolidated Direct Profit 20% threshold would be met and 10% of the total grant would vest (i.e., 20% of Consolidated Direct Profit with 50% weight). If, however, on the same Measurement Date, the Company’s trailing 12-month Consolidated Direct Profit is $190 million and its Consolidated EBITDA is $51 million, both thresholds would be met and 20% of the total grant would vest. Vesting is also cumulative. For example, as described above, if on a Measurement Date, the Consolidated Direct Profit 20% threshold is met but the Consolidated AEBITDA 20% threshold is not, 10% of the grant would vest. If, as of a subsequent Measurement Date, the Consolidated AEBITDA 20% threshold is met, an additional 10% of the total grant would vest for a cumulative total of 20%. The Compensation Committee also determined that no more than 33% of a performance-based award may vest in the first year of the performance period and no more than 66% may vest in the first two years of the performance period. The long-term equity compensation awards for fiscal 2023 were approved by the Compensation Committee at its December 5, 2022 meeting. In determining the award for each of our NEOs, the Compensation Committee considered the award granted to each NEO in fiscal 2022, each NEO’s job responsibilities, the awards granted to similarly situated executives at peer group companies, each NEO’s experience and individual performance and recommendations of the Chairman and CEO. The target value of each NEO’s equity compensation for fiscal 2023 as a percentage of base salary is as shown in the table below.

  43. Long-Term Incentive Compensation

    | Named Executive Officer | Target Value of Equity Compensation as a Percentage of Base Salary | | William P. Angrick, III | 150% | | Jorge A. Celaya | 80% | | John P. Daunt | 80% | | Steven J. Weiskircher | 50% | | Mark A. Shaffer | 50% |

  44. Long-Term Incentive Compensation

    The following award types were granted to our NEOs in fiscal 2023:

  45. Long-Term Incentive Compensation

    | Award Type | Vesting Schedule | Performance Goals | | Time-Based Options | 12/48th on 1/1/2024 and 1/48th monthly thereafter for 36 months | N/A | | Time-Based RSUs | 25% on 1/1/2024 and 25% on each of 1/1/2025, 1/1/2026 and 1/1/2027 | N/A | | Performance-Based Options | Vesting from 1/1/2024 through 1/1/2026 | Based on trailing 12-month Consolidated Direct Profit and Consolidated AEBITDA results measured quarterly from 1/1/2024 through 1/1/2026 | | Performance-Based RSUs | Vesting from 1/1/2024 through 1/1/2026 | Based on trailing 12-month Consolidated Direct Profit and Consolidated AEBITDA results measured quarterly from 1/1/2024 through 1/1/2026 |

  46. Long-Term Incentive Compensation

    The number of options and RSUs granted to our NEOs in fiscal 2023 is included in the “Grants of Plan Based Awards for Fiscal 2023” table below. Fiscal 2024 Long-Term Equity Compensation. In December 2023, the Compensation Committee determined to grant our NEOs the same mix of options and RSUs for fiscal 2024 as it granted for fiscal 2023. For each NEO, 70% of his, her or their equity compensation for fiscal 2024 will be RSUs and 30% will be options. Half of the granted options and RSUs have time-based vesting criteria while the other half have performance-based vesting criteria. The time-based options vest over a four-year period with 25% vesting on January 1, 2025 and 1/48th vesting each month thereafter for 36 months. The time-based RSUs vest over a four-year period with 25% vesting on each of January 1, 2025, January 1, 2026, January 1, 2027 and January 1, 2028. The performance-based options and RSUs vest based on the Company’s Consolidated Direct Profit and Consolidated AEBIDTA results over a three-year performance period ending January 1, 2027. As was the case for fiscal 2023, the Compensation Committee decided to use Consolidated Direct Profit and Consolidated AEBIDTA as performance metrics as they continue to be key metrics used by management to measure the Company’s performance.

  47. Employment Agreements

    Employment Agreements We have entered into employment agreements with each of our NEOs that provide for, among other things, specified payments in the event of termination of employment under certain circumstances. The terms of these agreements are described under “Employment Agreements” below. The Compensation Committee believes it is important to provide our executives with some measure of financial security if their employment with the Company is terminated without cause or in connection with certain unforeseen circumstances. The Compensation Committee believes that these arrangements encourage an executive to comply with post-termination restrictive non-competition covenants and to cooperate with the Company both before and after the executive’s employment is terminated. The Compensation Committee believes these arrangements are reasonable and that it is beneficial to have agreements in place that specify the exact terms and benefits an executive receives if the Company elects to terminate such executive’s employment. Such agreements encourage executives to make sound decisions in the interest of our long-term performance, regardless of personal employment risk.

  48. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation of our NEOs, which includes our principal executive officer (Mr. Angrick), our principal financial officer (Mr. Celaya) and our three other most highly compensated executive officers (Mr. Daunt, Mr. Weiskircher and Mr. Shaffer) serving as of September 30, 2023.

  49. Summary Compensation Table

    | 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 | 2023 | 435,000 | | 2,070,096 | 796,876 | 456,750 | 13,295 | 3,772,017 | | | 2022 | 420,000 | | 2,522,676 | 1,184,952 | 198,828 | 14,040 | 4,340,496 | | | 2021 | 420,000 | | 397,212 | 1,013,376 | 945,000 | 5,822 | 2,781,410 | | Jorge A. Celaya Chief Financial Officer | 2023 | 404,175 | | 627,512 | 248,602 | 226,338 | 12,455 | 1,519,082 | | | 2022 | 392,403 | | 350,282 | 164,939 | 99,074 | 13,200 | 1,019,898 | | | 2021 | 380,974 | | 166,762 | 442,602 | 457,169 | 4,982 | 1,452,489 | | John P. Daunt Chief Commercial Officer | 2023 | 383,959 | | 627,512 | 248,602 | 215,017 | 12,893 | 1,487,983 | | | 2022 | 362,208 | | 350,282 | 164,939 | 80,019 | 13,200 | 970,648 | | | 2021 | 349,959 | | 453,998 | 492,048 | 367,457 | 4,982 | 1,668,444 | | Steven J. Weiskircher Chief Technology Officer | 2023 | 379,990 | | 423,594 | 167,776 | 132,997 | 11,434 | 1,115,791 | | | 2022 | 348,295 | | 560,773 | 263,817 | 54,961 | 12,140 | 1,239,986 | | | 2021 | 336,192 | | 145,812 | 387,930 | 252,144 | 7,368 | 1,129,446 | | Mark A. Shaffer Chief Legal Officer and Corporate Secretary | 2023 | 354,768 | | 392,385 | 155,451 | 124,169 | 11,434 | 1,038,207 | | | 2022 | 344,435 | | 350,282 | 164,939 | 54,352 | 12,140 | 926,148 | | | 2021 | 328,659 | | 128,214 | 340,896 | 246,494 | 5,150 | 1,049,413 |

  50. Summary Compensation Table

    (1) Each of the NEOs contributed a portion of his, her or their salary to the 401(k) Plan. (2) The amounts reported in these columns reflect the aggregate grant date fair value of options and RSUs granted to each of the NEOs in the years shown, computed in accordance with GAAP, disregarding estimates of forfeitures related to service-based vesting conditions. The amounts reported for performance-based awards were calculated assuming that all applicable performance goals would be achieved. For additional information about these calculations, see the “Grants of Plan-Based Awards for Fiscal 2023” table included in this proxy statement. For additional information about the assumptions used in these calculations, see Note 2 and Note 12 to our audited consolidated financial statements included in the 2023 Form 10‑K. At no time, did the Company exceed the aggregate limit on the number of shares available for grant under the LTIP, or any other limits under the LTIP. (3) The amounts in the Non‑Equity Incentive Plan Compensation column represent the cash bonuses described under the section of this proxy statement entitled “Annual Incentive Compensation.” These cash bonuses were paid to our NEOs in fiscal 2024 for performance in fiscal 2023. (4) The payments listed for fiscal 2023 in the “All Other Compensation” column above reflect the following amounts and, unless noted below, are based upon the actual cost expended by the Company: For Mr. Angrick, the amount shown includes: $7,503 for 401(k) Plan matching contributions, $1,340 for short‑term and long-term disability insurance premium payments, $3,612 for group term life insurance premium payments, and $840 for cell phone reimbursement. For Mr. Celaya, the amount shown includes: $7,503 for 401(k) Plan matching contributions, $1,340 for short‑term and long-term disability insurance premium payments, and $3,612 for group term life insurance premium payments. For Mr. Daunt, the amount shown includes: $7,503 for 401(k) Plan matching contributions, $1,340 for short‑term and long-term disability insurance premium payments, $3,612 for group term life insurance premium payments, and $439 for HSA ER contributions. For Mr. Weiskircher, the amount shown includes: $7,503 for 401(k) Plan matching contributions, $1,340 for short-term and long-term disability insurance premium payments, $1,751 for group term life insurance premium payments, and $840 for cell phone reimbursement. For Mr. Shaffer, the amount shown includes: $7,503 for 401(k) Plan matching contributions, $1,340 for short-term and long-term disability insurance premium payments, $1,751 for group term life insurance premium payments, and $840 for cell phone reimbursement.

  51. Grants of Plan-Based Awards for Fiscal 2023

    Grants of Plan-Based Awards for Fiscal 2023 The following table provides additional information about plan-based awards granted to our NEOs in fiscal 2023. Our NEOs received five types of plan-based awards in fiscal 2023: annual cash bonuses under the AIP (the “2023 Cash Award”), time-based stock options under the LTIP (the “2023 Options”), time-based RSUs under the LTIP (the “2023 RSUs”), performance-based stock options under the LTIP (the “2023 Performance Options”) and performance-based RSUs under the LTIP (the “2023 Performance RSUs”).

  52. Grants of Plan-Based Awards for Fiscal 2023

    | Name | Grant Date | Compensation Committee Approval Date | Estimated Future Payouts Under Non‑Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | All Other Option Awards: Number of Securities Underlying Options(4) (#) | Exercise or Base Price of Option Awards(5) ($/Share) | Grant Date Fair Value of Stock & Option Awards(6) ($) | | | | | Threshold ($) | Target ($) | Maximum ($) | Target (#) | | | | | | William P. Angrick, III | | | | | | | | | | | | 2023 Cash Award | N/A | 12/5/2022 | 130,500 | 652,500 | 978,750 | - | - | - | - | - | | 2023 Options | 12/23/2022 | 12/5/2022 | - | - | - | - | - | 53,125 | $15.40 | $398,438 | | 2023 RSUs | 12/23/2022 | 12/5/2022 | - | - | - | - | 68,320 | - | - | $1,035,048 | | 2023 Performance Options | 12/23/2022 | 12/5/2022 | - | - | - | 53,125 | - | - | $15.40 | $398,438 | | 2023 Performance RSUs | 12/23/2022 | 12/5/2022 | - | - | - | 68,320 | - | - | - | $1,035,048 | | Jorge A. Celaya | | | | | | | | | | | | 2023 Cash Award | N/A | 12/5/2022 | 64,668 | 323,340 | 485,010 | - | - | - | - | - | | 2023 Options | 12/23/2022 | 12/5/2022 | - | - | - | - | - | 16,640 | $14.00 | $124,301 | | 2023 RSUs | 12/23/2022 | 12/5/2022 | - | - | - | - | 20,710 | - | - | $313,756 | | 2023 Performance Options | 12/23/2022 | 12/5/2022 | - | - | - | 16,640 | - | - | $14.00 | $124,301 | | 2023 Performance RSUs | 12/23/2022 | 12/5/2022 | - | - | - | 20,710 | - | - | - | $313,756 | | John P. Daunt | | | | | | | | | | | | 2023 Cash Award | N/A | 12/5/2022 | 53,754 | 268,771 | 403,157 | - | - | - | - | - | | 2023 Options | 12/23/2022 | 12/5/2022 | - | - | - | - | - | 16,640 | $14.00 | $124,301 | | 2023 RSUs | 12/23/2022 | 12/5/2022 | - | - | - | - | 20,710 | - | - | $313,756 | | 2023 Performance Options | 12/23/2022 | 12/5/2022 | - | - | - | 16,640 | - | - | $14.00 | $124,301 | | 2023 Performance RSUs | 12/23/2022 | 12/5/2022 | - | - | - | 20,710 | - | - | - | $313,756 | | Steven J. Weiskircher | | | | | | | | | | | | 2023 Cash Award | N/A | 12/5/2022 | 37,999 | 189,995 | 284,993 | - | - | - | - | - | | 2023 Options | 12/23/2022 | 12/5/2022 | - | - | - | - | - | 11,230 | $14.00 | $83,888 | | 2023 RSUs | 12/23/2022 | 12/5/2022 | - | - | - | - | 13,980 | - | - | $211,797 | | 2023 Performance Options | 12/23/2022 | 12/5/2022 | - | - | - | 11,230 | - | - | $14.00 | $83,888 | | 2023 Performance RSUs | 12/23/2022 | 12/5/2022 | - | - | - | 13,980 | - | - | - | $211,797 | | Mark A. Shaffer | | | | | | | | | | | | 2023 Cash Award | N/A | 12/5/2022 | 35,477 | 177,384 | 266,076 | - | - | - | - | - | | 2023 Options | 12/23/2022 | 12/5/2022 | - | - | - | - | - | 10,405 | $14.00 | $77,725 | | 2023 RSUs | 12/23/2022 | 12/5/2022 | - | - | - | - | 12,950 | - | - | $196,193 | | 2023 Performance Options | 12/23/2022 | 12/5/2022 | - | - | - | 10,405 | - | - | $14.00 | $77,725 | | 2023 Performance RSUs | 12/23/2022 | 12/5/2022 | - | - | - | 12,950 | - | - | - | $196,193 |

  53. Grants of Plan-Based Awards for Fiscal 2023

    (1) Amounts shown represent the threshold, target and maximum awards that could have been earned by the NEO under the AIP as annual incentive compensation for fiscal 2023. Actual bonuses paid for fiscal 2023 are shown in the Summary Compensation Table in the “Non-Equity Incentive Plan Compensation” column. For a discussion of the AIP, see “Executive Compensation—Annual Incentive Compensation”. (2) Amounts shown represent the number of performance-based RSUs or options that could be earned by the NEO if the performance goal described under “Executive Compensation—Long-Term Incentive Compensation” is achieved in full. The performance-based RSUs and options reported in this column were granted under the LTIP. (3) These time-based RSUs were granted under the LTIP and vest over a four-year period, with 25% vesting on each of January 1, 2024, January 1, 2025, January 1, 2026 and January 1, 2027. The options were granted under the LTIP and vest over a four-year period, with 12/48th vesting on January 1, 2024 and 1/48th vesting each month thereafter for 36 months. The options have an exercise price equal to the closing price of our common stock on the Nasdaq Stock Market on the grant date, except that the stock options granted to Mr. Angrick have an exercise price equal to 110% of the closing price of our common stock on the Nasdaq Stock Market on the grant date. (6) The amounts reported in this column for awards represent the full grant date fair value of the awards calculated in accordance with GAAP. The value of the time-based RSUs as of the grant date is calculated by multiplying the closing price of our common stock on the Nasdaq Stock Market on the grant date times the number of RSUs awarded. For performance-based RSUs, this value is calculated assuming the maximum performance levels are attained. The value of the time-based options as of the grant date is determined by the Black Scholes model. The value of the performance-based options as of the grant date is determined by an integrated Monte Carlo simulation model assuming the maximum performance levels are attained. For additional information about the assumptions used in these calculations, see Note 2 to the audited consolidated financial statements of the Company in the 2023 Form 10‑K. The following is a description of material factors necessary to understand the information regarding the awards reflected in the “Grants of Plan‑Based Awards for Fiscal 2023” table. For information regarding the AIP, please see “Annual Incentive Compensation” above. Awards under this plan are paid in cash. Stock option awards granted in fiscal 2023 were granted under the LTIP. The LTIP provides that the price of each option shall be at least the fair market value on the grant date of a share of our common stock; provided, however, that if the grantee holds more than 10% of the total combined voting power of all classes of outstanding stock of the Company, the price of an option granted to such person will be at least 110% of the fair market value on the grant date. Under the LTIP, the fair market value of a share of common stock is generally the closing price of our common stock on the Nasdaq Stock Market on the grant date. The option awards reflected in the “Grants of Plan‑Based Awards for Fiscal 2023” table under “2023 Options” and “2023 Performance Options” are qualified and non‑qualified stock options to purchase shares of our common stock approved by the Compensation Committee and granted to the NEOs as a part of our 2023 annual grant of long‑term incentive compensation as described above under “Executive Compensation—Long‑Term Incentive Compensation”. The options may vest earlier than as set forth in the footnotes above upon a change of control of the Company if the options are not assumed or substituted by the surviving corporation. Unvested options will also vest if the executive is involuntarily terminated by the Company within one year following a change of control. The option term may not exceed 10 years and may be shortened in the event of death, disability or termination of service. The stock awards reflected in the “Grants of Plan‑Based Awards for Fiscal 2023” table under “2023 RSUs” and “2023 Performance Stock Units” are time‑based and performance‑based RSU awards, respectively, which were approved by the Compensation Committee and granted to the NEOs as described above under “Executive Compensation—Long‑Term Incentive Compensation”. The RSUs may vest earlier upon a change of control of the Company if the awards are not assumed, continued or substituted by the surviving corporation.

  54. Outstanding Equity Awards at 2023 Fiscal Year End

    Outstanding Equity Awards at 2023 Fiscal Year End The following table provides information on the holdings of stock options of each NEO as of September 30, 2023.

  55. Outstanding Equity Awards at 2023 Fiscal Year End

    | Outstanding Option Awards at 2023 Fiscal Year End | | | | | | | | Name | Grant Date | Number of Securities Underlying Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price(1) ($) | Option Expiration Date | | William P. Angrick, III | | | | | | | | | 11/27/2013 | 48,122 | - | - | 24.19 | 11/27/2023 | | | 3/3/2017(2) | 38,000 | - | - | 9.13 | 3/3/2022 | | | 3/3/2017(3) | 27,360 | - | - | 9.13 | 3/3/2022 | | | 12/11/2017(4) | 87,080 | - | - | 4.92 | 12/11/2022 |

  56. Outstanding Equity Awards at 2023 Fiscal Year End

    | Outstanding Option Awards at 2023 Fiscal Year End | | | | | | | | Name | Grant Date | Number of Securities Underlying Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price(1) ($) | Option Expiration Date | | | 12/11/2017(3) | 130,620 | - | - | 4.92 | 12/11/2022 | | | 12/4/2018(5) | 124,200 | - | - | 6.72 | 12/4/2023 | | | 12/4/2018(3) | 124,200 | - | - | 6.72 | 12/4/2023 | | | 12/3/2019(6) | 128,242 | 11,658 | - | 7.36 | 12/3/2024 | | | 12/3/2019(3) | 139,900 | - | - | 7.36 | 12/3/2024 | | | 12/1/2020(7) | 87,967 | 43,983 | - | 10.41 | 12/1/2025 | | | 12/1/2020(3) | 131,950 | - | - | 10.41 | 12/1/2025 | | | 12/7/2021(9) | 23,590 | 33,025 | - | 24.42 | 12/7/2026 | | | 12/7/2021(3) | - | - | 56,615 | 24.42 | 12/7/2026 | | | 12/23/2022(10) | - | 53,125 | - | 15.40 | 12/23/2027 | | | 12/23/2022(3) | - | - | 53,125 | 15.40 | 12/23/2027 | | Jorge A. Celaya | | | | | | | | | 12/4/2018(5) | 3,802 | - | - | 6.11 | 12/4/2028 | | | 12/3/2019(6) | 24,887 | 4,500 | - | 6.69 | 12/3/2029 | | | 12/1/2020(7) | 36,700 | 18,350 | - | 9.46 | 12/1/2030 | | | 12/1/2020(3) | 55,050 | - | - | 9.46 | 12/1/2030 | | | 12/7/2021(9) | 3,225 | 4,515 | - | 22.20 | 12/7/2031 | | | 12/7/2021(3) | - | - | 7,740 | 22.20 | 12/7/2031 | | | 12/23/2022(10) | - | 16,640 | - | 14.00 | 12/23/2032 | | | 12/23/2022(3) | - | - | 16,640 | 14.00 | 12/23/2032 | | John P. Daunt | | | | | | | | | 12/4/2018(5) | 10,400 | - | - | 6.11 | 12/4/2028 | | | 12/4/2018(3) | 10,066 | - | - | 6.11 | 12/4/2028 | | | 4/29/2019(8) | 7,083 | - | - | 6.58 | 4/29/2029 | | | 4/29/2019(3) | - | - | - | 6.58 | 4/29/2029 | | | 12/3/2019(6) | 12,583 | 3,246 | - | 6.69 | 12/3/2029 | | | 12/3/2019(3) | 38,950 | - | - | 6.69 | 12/3/2029 | | | 12/1/2020(7) | 8,925 | 20,400 | - | 9.46 | 12/1/2030 | | | 12/1/2020(3) | - | - | - | 9.46 | 12/1/2030 | | | 12/7/2021(9) | 3,225 | 4,515 | - | 22.20 | 12/7/2031 | | | 12/7/2021(3) | - | - | 7,740 | 22.20 | 12/7/2031 | | | 12/23/2022(10) | - | 16,640 | - | 14.00 | 12/23/2032 | | | 12/23/2022(3) | - | - | 16,640 | 14.00 | 12/23/2032 |

  57. Outstanding Equity Awards at 2023 Fiscal Year End

    | Outstanding Option Awards at 2023 Fiscal Year End | | | | | | | | Name | Grant Date | Number of Securities Underlying Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price(1) ($) | Option Expiration Date | | Steven J. Weiskircher | | | | | | | | | 12/3/2019(6) | 682 | 2,729 | - | 6.69 | 12/3/2029 | | | 12/1/2020(7) | 1,006 | 16,083 | - | 9.46 | 12/1/2030 | | | 12/7/2021(9) | 5,158 | 7,222 | - | 22.20 | 12/7/2031 | | | 12/7/2021(3) | - | - | 12,380 | 22.20 | 12/7/2031 | | | 12/23/2022(10) | - | 11,230 | - | 14.00 | 12/23/2032 | | | 12/23/2022(3) | - | - | 11,230 | 14.00 | 12/23/2032 | | Mark A. Shaffer | | | | | | | | | 12/4/2018(5) | 3,245 | 3,245 | - | 6.11 | 12/4/2028 | | | 12/3/2019(6) | 7.909 | 2,433 | - | 6.69 | 12/3/2029 | | | 12/1/2020(7) | 11,484 | 14,133 | - | 9.46 | 12/1/2030 | | | 12/7/2021(9) | 3,225 | 4,515 | - | 22.20 | 12/7/2031 | | | 12/7/2021(3) | - | - | 7,740 | 22.20 | 12/7/2031 | | | 12/23/2022(10) | - | 10,405 | - | 14.00 | 12/23/2032 | | | 12/23/2022(3) | - | - | 10,405 | 14.00 | 12/23/2032 |

  58. Outstanding Equity Awards at 2023 Fiscal Year End

    The closing price of our common stock on the Nasdaq Stock Market on the grant date is the exercise price for stock options, except stock options granted to Mr. Angrick. The exercise price for Mr. Angrick’s outstanding stock options is 110% of the closing price of our common stock on the Nasdaq Stock Market on the grant date. (2) These are time-based options that vest as follows: 37.50% vested on April 1, 2018 and thereafter, 2.083% vest each month for 30 months. (3) These options vest based on the achievement of certain financial milestones. (4) These are time-based options that vest as follows: 31.25% vested on January 1, 2019 and thereafter, 2.083% vest each month for 33 months. (5) These are time-based options that vest as follows: 25% vested on January 1, 2020 and thereafter, 25% vest on each of January 1, 2021, January 1, 2022 and January 1, 2023. (6) These are time-based options that vest as follows: 25% vested on January 1, 2021 and thereafter, 2.08% vest each month for 36 months. (7) These are time-based options that vest as follows: 25% vested on January 1, 2022 and thereafter, 2.08% vest each month for 36 months. (8) These are time-based options that vest as follows: 25% vested on May 1, 2020 and thereafter, 25% vest on each of May 1, 2021, May 1, 2022 and May 1, 2023. (9) These are time-based options that vest as follows: 25% vested on January 1, 2023 and thereafter, 2.08% vest each month for 36 months. These are time-based options that vest as follows: 25% will vest on January 1, 2024 and thereafter, 2.08% vest each month for 36 months. The following table provides information on the holdings of stock awards of each NEO as of September 30, 2023.

  59. Outstanding Equity Awards at 2023 Fiscal Year End

    | Outstanding Stock Awards at 2023 Fiscal Year End | | | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested(1) (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested(2) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($) | | William P. Angrick, III | | | | | | | | 12/3/2019 | 13,675 | 240,954 | - | - | | | 12/1/2020 | 11,850 | 208,797 | - | - | | | 12/7/2021 | 62,800 | 1,106,536 | - | - | | | 12/7/2021 | - | - | 62,800 | 1,106,536 | | | 12/23/2022 | 68,320 | 1,203,798 | - | - | | | 12/23/2022 | - | - | 68,320 | 1,203,798 | | Jorge A. Celaya | | | | | | | | 12/3/2019 | 5,662 | 99,764 | - | - | | | 12/1/2020 | 4,975 | 87,660 | - | - | | | 12/7/2021 | 6,540 | 115,235 | - | - | | | 12/7/2021 | - | - | 8,720 | 153,646 | | | 12/23/2022 | 20,710 | 364,910 | - | - | | | 12/23/2022 | - | - | 20,710 | 364,910 | | John P. Daunt | | | | | | | | 12/3/2019 | 4,075 | 71,802 | - | - | | | 12/1/2020 | 5,525 | 97,351 | - | - | | | 12/7/2021 | 6,540 | 115,235 | - | - | | | 12/7/2021 | - | - | 8,720 | 153,646 | | | 12/23/2022 | 20,710 | 364,910 | - | - | | | 12/23/2022 | - | - | 20,710 | 364,910 | | Steven J. Weiskircher | | | | | | | | 12/3/2019 | 3,425 | 60,349 | - | - | | | 12/1/2020 | 4,350 | 76,647 | - | - | | | 12/7/2021 | 10,470 | 184,481 | - | - | | | 12/7/2021 | - | - | 13,960 | 245,975 | | | 12/23/2022 | 13,980 | 246,328 | - | - | | | 12/23/2022 | - | - | 13,980 | 246,328 | | Mark A. Shaffer | | | | | | | | 12/3/2019 | 3,062 | 53,952 | - | - | | | 12/1/2020 | 3,825 | 67,397 | - | - | | | 12/7/2021 | 6,540 | 115,235 | - | - | | | 12/7/2021 | - | - | 8,720 | 153,646 | | | 12/23/2022 | 12,950 | 228,179 | - | - | | | 12/23/2022 | - | - | 12,950 | 228,179 |

  60. Outstanding Equity Awards at 2023 Fiscal Year End

    (1) These amounts refer to time‑based RSU awards granted under the LTIP, which vest over a four‑year period in 25% installments. These amounts refer to performance‑based RSU awards granted under the LTIP, which vest, if at all, based on the Company’s achievement of certain financial performance goals.

  61. Option Exercises and Stock Vested During Fiscal 2023

    Option Exercises and Stock Vested During Fiscal 2023 The following table shows the stock options that were exercised, and the restrictions on RSUs that lapsed, during fiscal 2023 for each of our NEOs. The values shown below are before payment of any applicable withholding tax and/or broker commissions.

  62. Option Exercises and Stock Vested During Fiscal 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized upon Exercise(1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2) ($) | | William P. Angrick, III | 100,743 | $793,855 | 39,625 | $557,128 | | Jorge A. Celaya | - | - | 11,805 | $165,978 | | John P. Daunt | 38,447 | $805,654 | 13,604 | $188,072 | | Steven J. Weiskircher | 25,394 | $244,600 | 27,840 | $469,993 | | Mark A. Shaffer | - | - | 8,417 | $118,343 |

  63. Option Exercises and Stock Vested During Fiscal 2023

    (1) The value realized on exercise is calculated as the difference between (A) either (i) the actual sales price of the shares underlying the options exercised if the shares were immediately sold upon exercise or (ii) the closing price of the shares underlying options exercised if the shares were not immediately sold after exercise and (B) the applicable exercise price of the options. (2) The value realized on vesting is calculated by multiplying (A) the closing price of a common share on the vesting date and (B) the number of shares acquired on vesting before withholding taxes.

  64. Potential Payments upon Termination of Employment and Change of Control

    Potential Payments upon Termination of Employment and Change of Control Payments upon Termination of Employment. We have entered into the A&R Agreements with each of our NEOs that provide compensation upon certain triggering events that result in termination of employment. The A&R Agreements are described under “Employment Agreements” above and summarized in the table below.

  65. Potential Payments upon Termination of Employment and Change of Control

    | | Termination (other than for cause or by employee without good reason)(1) | Death | Disability | | Severance | Lump-Sum Cash Payment(2) | Base salary through the next full calendar month | 25% of annual base salary | | Time-Based Options and RSUs | Unvested amounts do not accelerate. | | | | Performance-Based Options and RSUs | Unvested amounts do not accelerate. | | |

  66. Potential Payments upon Termination of Employment and Change of Control

    (1) For information with respect to terminations following a change in control, see “Change of Control Arrangements” below. If a NEO is terminated by the Company without cause or by the employee with good reason, the NEO is entitled to the sum of: (a) 12 months of base salary; and (b) such NEO’s target bonus for the fiscal year of termination. Additionally, the NEO is entitled to payment of 12 months of medical, vision and dental coverage under COBRA (to the extent such NEO had such coverage while employed). For additional information, please see “Employment Agreements” above.

  67. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by the Dodd-Frank Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of William P. Angrick, III, our CEO. For fiscal 2023, our last completed fiscal year, the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all employees (other than our CEO) was approximately 54 to 1. To determine the pay ratio, we compared the annual total compensation of our CEO to the annual total compensation of our median employee as of September 30, 2023, the last date of our most recently completed fiscal year. We determined the median employee by taking the following steps: First, we analyzed our employee population. As of September 30, 2023, our employee population consisted of 716 individuals located in nine countries. The vast majority (99%) of our employee population was located in our 5 main countries (i.e., Canada, China (including Hong Kong), Germany, the United Kingdom and the United States). Second, we determined which employees to exclude from our identification of our median employee as permitted by SEC rules. We determined to exclude all employees located outside of our five main countries due to the small number of employees in each excluded country. A total of 7 employees, constituting less than 1% of our employee population as of September 30, 2023, were excluded due to geographic location. These employees were located in the following countries: Austria (1 individual), France (1 individual), the Philippines (4 individuals), and Spain (1 individual). Third, we compared the base salary of our employees (other than the CEO and those employees excluded due to geographic location as described above) as reflected in our payroll records for fiscal 2023, which was our measurement period. We selected base salary as our compensation measure because it is readily available in our existing payroll systems, is consistently calculated for each employee, and is a reasonable proxy for total compensation for purposes of determining the median employee. Once we identified our median employee, we calculated such employee’s annual total compensation for fiscal 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. The median employee’s annual total compensation for fiscal 2023 was $70,151, which includes salary, incentive payments, a QNEC contribution and HSA contributions. With respect to the CEO, we used the amount reported as total compensation in the Summary Compensation Table included in this proxy statement ($3,772,017). Any estimates and assumptions used to calculate the CEO’s total annual compensation are described in footnotes to the Summary Compensation Table. We then used the annual total compensation of the median employee and of our CEO to calculate the pay ratio (approximately 54 to 1). The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. The pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  68. Pay for Performance

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in thousands) | Consolidated Adjusted EBITDA (in thousands) | | | | | | | Company Total Shareholder Return | Peer Group Total Shareholder Return(4) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $3,772,017 | $4,057,079 | $1,290,266 | $1,353,590 | $236 | $92 | $20,978 | $45,855 | | 2022 | $4,340,496 | $2,161,273 | $1,039,170 | $492,498 | $218 | $74 | $40,324 | $42,747 | | 2021 | $2,781,410 | $12,914,959 | $1,324,948 | $4,855,371 | $290 | $113 | $50,949 | $42,888 |