DEF 14A of Gold.com, Inc., Oct 3, 2024

DEF 14A of Gold.com, Inc.

Filed Oct 3, 2024 · FY20240000950170-24-112405

Open on EDGAR

  1. COMPENSATION DISCUSSION AND ANALYSIS

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

  2. Compensation Best Practices

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

  3. Compensation Determinations

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

  4. Compensation Determinations

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

  5. Employment Agreements Governing 2024 Compensation

    Employment Agreements Governing 2024 Compensation Our Compensation Committee has formalized significant terms of employment of our NEOs other than the CFO and General Counsel by entering into employment agreements with them. This practice has helped us to attract and retain key executives and employees. In our industry, there is a high degree of competition for talented executives and employees. Hiring often involves substantial negotiations regarding employment terms, which when agreed to may be reflected appropriately in an employment agreement. Employment agreements offer us several advantages, particularly by fixing employment terms for multi-year periods, thereby limiting renegotiations and providing for stable and predictable compensation expense. As an additional advantage to A-Mark, the agreements contain provisions that protect our business following the NEO's separation from service, including provisions requiring confidentiality, non-disparagement of the Company and, to the extent permitted by law, non-solicitation of customers and employees. In fiscal 2024, we had in place these employment agreements with NEOs: • Mr. Roberts: An employment agreement entered into on February 14, 2023, providing for an employment term extending until June 30, 2027. • Mr. Gjerdrum: An employment agreement entered into on May 18, 2022, providing for an employment term extending until June 30, 2025. • Mr. Aquilino: An employment agreement originally entered into on May 14, 2020 and amended on February 1, 2023; the original agreement provided for an employment term through June 30, 2023, but this was extended by the amendment until June 30, 2025. Ms. Simpson-Taylor, our Chief Financial Officer, and Ms. Meltzer, our General Counsel, do not have employment agreements with A-Mark. The following summarizes the terms of the employment agreements providing for compensation while the NEO remains in service. Other key terms of the employment agreements relating to severance and change in control are described in the section titled "Potential Payments Upon Termination of Employment or Change in Control," at page 26.

  6. Mr. Aquilino

    Mr. Aquilino Significant terms of Mr. Aquilino's employment agreements applicable to his service in fiscal 2024 were as follows: Annual base salary was $325,000 per year, which increased to $350,000 on July 1, 2024. • Mr. Aquilino was eligible to receive an annual bonus with a targeted amount equal to 50% of base salary for the fiscal year. Performance goals for the annual incentive will be based (1) on achievement of annual goals tied to the level of pre-tax profits, as defined (“profits goal”) and (2) on achievement of other qualitative and quantitative goals as determined by the Compensation Committee each year. The profits goal has a weighting of 50% and other goals have a weighting of 50% • Under his amended agreement, in February 2023, Mr. Aquilino was granted a non-qualified stock option for the purchase of 10,000 shares of common stock. The stock option has an exercise price of $39.69 per share and a stated expiration date of February 1, 2033. The stock option vested as to 50% of underlying shares on June 30, 2024 and vests as to the remaining shares on June 30, 2025, subject to his continuous employment through the vesting date. The stock options are subject to accelerated vesting in specified circumstances. • Benefits under the agreement consist of medical insurance, disability insurance and such other benefits as are generally available to executives.

  7. Compensation in Relation to Long-Term Performance

    Compensation in Relation to Long-Term Performance The performance of A-Mark over the past five years has been strong, particularly in the growth of pre-tax profits, successful acquisitions, organic growth of our key lines of business and total return to stockholders. During most of this period of significant growth, the compensation of our senior executives has been governed by employment agreements entered into early in the period. Under the CEO's employment agreements, his base salary and target bonus remained the same in all five fiscal years from 2019 through 2023, during which the total return to stockholders was 572% or 46.4% annualized. In fiscal 2020 - 2023, we recognized the CEO's contributions through above-target bonus payouts ranging from 150% to 239% of the pre-established target bonus level. However, equity awards had been granted to the CEO in only three of the five fiscal years from 2019 through 2023, and the grant-date fair value of such awards was only 16% of his direct compensation (the sum of CEO's salary, paid-out bonuses and equity compensation) in the five-year period. Similarly, for the President in fiscal 2020 - 2023, we recognized his contributions through above-target bonus payouts ranging from 150% to 225% of the pre-established target bonus level. However, equity awards have been granted to the President in only two of the four fiscal years from 2020 through 2023, and the grant-date fair value of such awards was only 20% of the President's direct compensation in the four-year period. Annual incentive payouts to other NEOs, including discretionary bonuses, for performance in fiscal 2021, 2022 and 2023 had been at levels corresponding to the exceptional Company performance in those years. In its June/July 2022 issue, Fortune magazine listed our CEO as the second most underpaid chief executive officer of the companies in the Fortune 500. The authors' methodology focused on the annualized total return to stockholders over Mr. Roberts' 17-year tenure (including at A-Mark's predecessor company), which the authors stated to be 27.4% (as compared to a 12.5% annualized total return for the S&P 500) in relation to his compensation. The Fortune methodology did not take into account the size of companies based on market capitalization or net income. Most Fortune 500 companies have market capitalizations that are substantially higher than A-Mark's. In determining compensation, the Committee takes into account these additional factors, particularly the level of A-Mark's net income before provision for income taxes. In the past five years, A-Mark's success has been driven by the outstanding performance of its experienced management team, with compensation that has not been unduly high in relation to the high returns to stockholders. The Board and Committee acknowledge that our executive officers deserve to be compensated at levels and on terms that recognize their success and value to A-Mark, that are competitive in the marketplace and that promote continued success and encourage long-term service to A-Mark. Accordingly, shortly before the expiration of our CEO's employment agreement at the end of fiscal 2023, we negotiated a new agreement with him, which covers fiscal years 2024 - 2027. Likewise, before the expiration of our President's employment agreement at the end of fiscal 2022, we negotiated a new employment agreement with him, which became effective in fiscal 2023 and is in effect through fiscal 2025. Our Chief Operating Officer's employment agreement was amended in February 2023, extending it through fiscal 2025. In each case, we have agreed to increased compensation. As noted above, in the case of the CEO, increases in salary and bonus opportunity follow five years in which salary and bonus opportunity remained unchanged. Substantial portions of each executive's compensation remain dependent on strong corporate and individual performance.

  8. Annual Incentive Payouts for Fiscal 2024 Performance

    Annual Incentive Payouts for Fiscal 2024 Performance As stated above, for fiscal 2024 our CEO, President and COO had the opportunity to earn a performance bonus based on achievement of a pre-specified level of pre-tax profit of A-Mark and, in the case of the President and COO, other performance goals. Such performance bonuses were intended to provide performance-based cash compensation that rewarded those NEOs for their contribution to our financial performance. For purposes of the annual incentive awards, “pre-tax profits” were defined as A-Mark’s net income, as determined under U.S. Generally Accepted Accounting Principles or GAAP, for the fiscal year, adjusted to eliminate the positive or negative effects of income taxes (in accordance with GAAP), but with no adjustment relating to foreign currency exchange. The fiscal 2024 performance-based bonus for the CEO was determined under the formula in his employment agreement, which provides for an annual incentive bonus equal to one percent of pre-tax profits in excess of $50 million, up to $250 million of pre-tax profits. Fiscal 2024 pre-tax profits were $82.8 million. The Compensation Committee agreed with the CEO's request for an annual incentive payout reduced by 24% from the amount payable under his performance-based bonus formula, resulting in a payout of $250,000. In establishing the performance goals for fiscal 2024 for the President and the Chief Operating Officer, the Compensation Committee considered the business planning for the year and the strong growth in profits that developed in fiscal 2021 - 2023. The performance-based annual incentive for the President and the COO had these key terms: • The target level of pre-tax profits was set at $125 million. The President can earn a partial payout if pre-tax profits are earned at 80% of target. • Achievement of the pre-tax profits goal at the target level would result in payment of 75% of the target bonus to the President and 50% of the target bonus to the COO. • For the President, the Committee specified additional performance goals requiring success: • in maintaining and continuing work to increase A-Mark’s liquidity; target payout 15% of target bonus; • in managing and directing A-Mark's efforts relating to logistics automation and improvement and other organizational efficiencies; target payout 5% of target bonus; and • in identifying opportunities and supporting A-Mark in acquiring new direct-to-consumer growth opportunities and in wholesale and potential new business areas (the “M&A Goal”); target payout 5% of target bonus. • For the COO, the Committee specified additional performance goals requiring success: in managing and directing our efforts relating to logistics automation and improvement, and other logistics efficiencies; target payout 30% of target bonus; in maintaining and continuing work to increase precious metals storage capacities and services; target payout 10% of target bonus; and identifying opportunities and new customers for services; target payout 10% of target bonus. • Payouts for performance above the target level for pre-tax profits or for high levels of success with respect to the other goals were authorized based on the Committee’s assessment of the level of achievement in relation to specified performance levels and otherwise in the discretion of the Committee, subject to a maximum payout of 150% of the target performance bonus. In cases in which performance is below the specified threshold level for pre-tax profits (target level in the case of the COO) or less than the level deemed to be full success for other goals, the Compensation Committee may award bonuses in its discretion. Fiscal 2024 pre-tax profit of $82.8 million fell short of the target level for the President and COO and short of the threshold level for the President. The Committee determined that the President and the COO had achieved individual performance goals at satisfactory levels, particularly with regard to expanding and developing additional liquidity sources and advancing infrastructure automation and technology, and noted also the key role of the executives in acquisitions. The Committee awarded fiscal 2024 annual incentives of $250,000 to the President and $100,000 to the COO, representing below-target payouts. The Committee also awarded discretionary bonuses to Kathleen Simpson-Taylor, our Chief Financial Officer, and to Carol Meltzer, our General Counsel. In determining to award these bonuses, the Committee took note of the CFO's exceptional work in managing the complexity in A-Mark’s financial reporting requirements, overseeing the rapidly growing accounting functions in-house and with the outside auditors and further developing our monthly reporting process and effective lines of communication. She also provided needed support to ensure accurate and complete financial metrics and reporting from our domestic and foreign minority investments, recruited and trained key financial support personnel in accounting and finance, SEC reporting and internal audit functions to meet the Company's growing needs as a public company, and provided critical support to the Company's M&A efforts. In the case of Ms. Meltzer, the Committee recognized the General Counsel’s exceptional work in heading compliance efforts in data protection and privacy as well as other complex emerging global regulatory matters, critical legal coordination and support on multiple M&A projects, and management of all legal matters surrounding SEC reporting. In view of these accomplishments, but taking into account A-Mark's overall 2024 performance, the Committee awarded a bonus of $200,000 to Ms. Simpson-Taylor and $125,000 to Ms. Meltzer. The Committee's determinations regarding annual incentive awards and bonuses were subject to the approval of the Board of Directors.

  9. Grant Practices Relating to Equity Awards

    Grant Practices Relating to Equity Awards Generally, our Compensation Committee has granted equity awards in connection with the hiring or promotion of executives or the renewal of long-term employment agreements with executives. Non-employee directors receive annual grants of restricted stock units at the date of our Annual Meeting. For employees, annual grants of equity awards are not a regular component of our compensation program, although equity grants have been made to employees on a non-scheduled basis to promote long-term retention and reward outstanding performance. The Compensation Committee does not have a formal policy regarding the timing of grants of stock options or stock appreciation rights ("SARs") in relation to the release of material non-public information. The Committee relies on our General Counsel and other advisers to alert it to the existence of material non-public information that, at the time of grant of options or SARs, could cause the exercise or base price of the award to be low or high in relation to the market value that would prevail after release of the material information. This enables the Committee to delay a given grant to ensure fairness and legal compliance. No options or SARs were granted in fiscal 2024, but the four-year cash incentive award granted to the CEO effective at the beginning of the fiscal year has economic characteristics similar to stock appreciation rights (as discussed at page 18). Regarding the base price of this award, from which appreciation in value is measured: The base price is effectively at a premium above the market price prevailing at the time of grant • The market price considered in setting the base price was the volume-weighted average of closing prices of Common Stock during the three-months ended July 1, 2023 • The Compensation Committee specified this 63-trading-day measurement period in advance • No material non-public information was delayed in its release during the measurement period and no filing of a Form 10-Q, 10-K or 8-K occurred in the five business days beginning the day prior to the date on which the base price became fixed.

  10. Summary Compensation Table - Fiscal 2024

    Summary Compensation Table - Fiscal 2024 The table below sets forth the compensation of the Company's named executive officers ("NEOs") for fiscal 2024, 2023 and 2022.

  11. Summary Compensation Table - Fiscal 2024

    | Summary Compensation Table - Fiscal 2024, 2023, and 2022 | | | | | | | | | | Name and Principal Position | Year | Salary (1) ($) | Bonus (2) ($) | Stock Awards (3) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation (4) ($) | All Other Compensation (5) ($) | Total ($) | | Gregory Roberts | 2024 | 1,000,000 | — | 5,652,036 | — | 250,000 | 86,545 | 6,988,581 | | Chief Executive Officer and Director | 2023 | 560,000 | — | — | — | 840,000 | 51,081 | 1,451,081 | | Principal Executive Officer | 2022 | 560,000 | — | 212,476 | — | 840,000 | 48,833 | 1,661,309 | | Thor Gjerdrum | 2024 | 650,000 | — | — | — | 250,000 | 48,850 | 948,850 | | President | 2023 | 650,000 | — | — | — | 731,250 | 49,628 | 1,430,878 | | | 2022 | 550,000 | — | 1,067,622 | — | 625,000 | 47,577 | 2,290,199 | | Brian Aquilino | 2024 | 325,000 | — | — | — | 100,000 | 24,728 | 449,728 | | Chief Operating Officer | 2023 | 297,784 | 300,000 | — | 165,608 | — | 18,750 | 782,142 | | | 2022 | 278,344 | 250,000 | — | — | — | 24,049 | 552,393 | | Carol Meltzer | 2024 | 300,000 | 125,000 | — | — | — | 33,799 | 458,799 | | Executive Vice President, General Counsel, | 2023 | 300,000 | 257,500 | — | — | — | 32,452 | 589,952 | | Secretary and Director | 2022 | 185,000 | 250,000 | — | — | — | 21,853 | 456,853 | | Kathleen Simpson-Taylor | 2024 | 400,000 | 200,000 | — | — | — | 14,850 | 614,850 | | Chief Financial Officer | 2023 | 400,000 | 515,000 | — | — | — | 13,725 | 928,725 | | Principal Financial Officer | 2022 | 392,500 | 500,000 | — | — | — | 27,959 | 920,459 |

  12. Summary Compensation Table - Fiscal 2024

    (1) Salary amounts represent salary paid for services performed in the fiscal year. Salary payments received may vary due to the timing of pay periods that start in one fiscal year and end in the next. (2) Bonus amounts for fiscal 2024 reflect discretionary bonuses paid to Ms. Meltzer and Ms. Simpson-Taylor for fiscal 2024 performance. See “Compensation Discussion and Analysis.” (3) The value of the stock award in fiscal 2024 shown in this column is the amount of the grant-date fair value of the four-year cash incentive award granted to the CEO, computed in accordance with FASB ASC Topic 718. The valuation assumptions used for determining the fair value of that award are summarized in Note 17 to our consolidated financial statements, included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024. The terms of the award are described in in the Compensation Discussion & Analysis above and footnote (3) to the Grants of Plan-Based Awards Table below. (4) Non-equity incentive plan compensation paid for fiscal 2024 is described in greater detail above in “Compensation Discussion and Analysis.” (5) Amounts in this column for fiscal 2024 are as follows: • Mr. Roberts received $9,000 as a car allowance, $21,776 as a 401(k) matching contribution, and $55,769 as a cash payment in lieu of vacation time. • Mr. Gjerdrum received $9,000 as a car allowance, $14,850 as a 401(k) matching contribution, and $25,000 as a cash payment in lieu of vacation time. • Mr. Aquilino received $10,978 as a 401(k) matching contribution and $13,750 as a cash payment in lieu of vacation time. • Ms. Meltzer received $11,587 as a 401(k) matching contribution, and $22,212 as a cash payment in lieu of vacation time. Ms. Simpson-Taylor received $14,850 as a 401(k) matching contribution.

  13. Grants of Plan-Based Awards -- Fiscal 2024

    Grants of Plan-Based Awards -- Fiscal 2024

  14. Grants of Plan-Based Awards -- Fiscal 2024

    | Name | Grant Date | Date of Board or Compensation Committee Approval | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Other Option Awards; Number of Shares Underlying Options (#) | Exercise price of option awards ($) | Grant-date fair value of stock and option awards ($)(2) | | | | | Threshold ($) | Target ($) | Maximum ($) | | | | | Gregory N. Roberts | 7/1/2023 | 2/14/2023 | — | 1,000,000 | 2,000,000 | — | — | — | | | 7/1/2023 | 2/14/2023 | — | — | — | (3) | (3) | 5,652,036 | | Thor Gjerdrum | 10/11/2023 | | 91,406 | 487,500 | 731,250 | — | — | — | | Brian Aquilino | 10/11/2023 | | — | 162,500 | — | — | — | — | | Carol Meltzer | ― | | — | — | — | — | — | — | | Kathleen Simpson-Taylor | ― | | — | — | — | — | — | — |

  15. Grants of Plan-Based Awards -- Fiscal 2024

    Grant of annual incentive to the executive, as discussed in the CD&A. (2) This column reports the grant-date fair value of equity awards granted to the executives in fiscal 2024. See also footnote (3) to the Summary Compensation Table. (3) This award is a cash incentive bonus payable based on total stockholder return in the period of fiscal 2024 - 2027 (the four-year term of the CEO's employment agreement). The incentive bonus will equal two percent of the total stockholder return on the shares of common stock outstanding at June 30, 2023, including dividends paid during the four-year period, minus the total salary and annual cash bonuses paid to the CEO for services during that period. This award is analogous to a cash-settled stock appreciation right with a base price that is at a premium over the market price of our shares at the grant date, such premium being measured by the direct cash compensation paid to the CEO during the four-year period. Payment will occur at the end of the performance period, subject to acceleration in the event of certain terminations of employment or a change in control.

  16. Outstanding Equity Awards At Fiscal Year-End — Fiscal 2024

    Outstanding Equity Awards At Fiscal Year-End — Fiscal 2024

  17. Outstanding Equity Awards At Fiscal Year-End — Fiscal 2024

    | | Outstanding Equity Awards At Fiscal Year-End - Fiscal 2024 | | | | | | | | Options Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable (1) | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | | Gregory N. Roberts | 200,000 | — | 9.25 | 2/19/2026 | — | — | | | 150,000 | — | 8.40 | 2/19/2026 | — | — | | | 70,000 | — | 3.10 | 8/30/2028 | — | — | | | 20,000 | — | 5.00 | 8/30/2028 | — | — | | | 425,460 | — | 1.63 | 11/22/2029 | — | — | | Thor Gjerdrum | — | — | — | ─ | 9,624(2) | 311,529(2) | | Brian Aquilino | 5,000 | 5,000(3) | 39.69 | 2/1/2033 | — | — | | Carol Meltzer | 9,000 | — | 6.05 | 1/26/2027 | — | — | | | 6,000 | — | 3.10 | 8/30/2028 | | | | Kathleen Simpson-Taylor | 20,000 | — | 2.74 | 9/30/2029 | — | — | | | 5,000 | — | 3.10 | 8/30/2028 | — | — | | | 5,000 | — | 4.76 | 10/2/2027 | — | — |

  18. Outstanding Equity Awards At Fiscal Year-End — Fiscal 2024

    (1) All options in this column were fully vested and exercisable at June 30, 2024. (2) These restricted stock units vest on June 30, 2025. Market value is based on the closing price of A-Mark Common Stock on the Nasdaq Global Select Market on June 30, 2024, $32.37 per share. These options vest and become exercisable on June 30, 2025.

  19. Option Exercises and Stock Vested -- Fiscal 2024

    Option Exercises and Stock Vested -- Fiscal 2024 The table below provides information regarding stock options exercised and stock awards vested during fiscal 2024 for each of our named executive officers. The value realized upon exercise of the options when accompanied by a sale is based on the weighted average market price of sales of the shares underlying the options on the day of exercise. In the cases of option exercises not accompanied by sales and vesting of stock awards, the value is based on the closing price of our shares on the Nasdaq Global Select Market on the day the option was exercised or the stock award vested.

  20. Option Exercises and Stock Vested -- Fiscal 2024

    | | Option Awards | | Stock Awards | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($) | Number of shares acquired on vesting (#) | Value realized on vesting ($) | | Gregory N. Roberts | 83,600 | 2,184,913 | — | — | | Thor Gjerdrum | 14,296 | 435,596 | 9,624 | 311,529 | | Brian Aquilino | 60,000 | 2,005,536 | — | — | | Carol Meltzer | 1,000 | 33,156 | — | — | | Kathleen Simpson-Taylor | — | — | — | — |

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

    Potential Payments upon Termination of Employment or Change in Control The following information describes and quantifies (where possible) certain enhanced compensation that would become payable under then-existing agreements and plans if the named executive officer’s employment had terminated on June 30, 2024. Voluntary resignation or termination for cause would not result in any enhancement in compensation. In fiscal 2024, two of our named executive officers, Gregory N. Roberts and Thor Gjerdrum, had employment agreements providing for certain payments and benefits in the event of termination of the executive due to death, total disability, or in other specified circumstances. Under those employment agreements, severance payments to the executive were payable if, during the term of the employment agreement, the executive’s employment was terminated by us without cause or was terminated by the executive for “Good Reason,” as defined. Severance for such a termination in fiscal 2024 would have been payable as follows: • For Mr. Roberts, a lump-sum amount equal to the annualized level of salary paid during the 36 months preceding the month of termination plus the average annual incentive paid for the three fiscal years prior to the year of termination, but in any case not less than $2 million. • For Mr. Gjerdrum, continued payments of base salary for one year at the rates specified in the employment agreement. In addition, these executive officers would have been entitled to the following: • Payment of compensation accrued as of the date of termination, consisting of salary, performance bonus earned in any fiscal year completed before termination but not yet paid, unreimbursed business expenses reimbursable under the employer’s expense policies and payment in lieu of accrued but unused vacation. • Payment of the pro rata portion of the performance bonus for the fiscal year of termination (based on the portion of the fiscal year worked), payable if and when such bonus would have been paid if employment had continued. • Mr. Roberts would receive a payout of his four-year cash incentive award (the "Accelerated Payout"), determined as follows: the performance period would end upon his termination, in which case he would be paid the cash value of the award based on the total stockholder return from July 1, 2023 through such end date of the performance period, reduced by the amount of salary and bonuses earned by him during the performance period. Good Reason would have arisen if A-Mark materially decreased or failed to pay the executive’s base salary or performance bonus, or materially changed the executive’s job description or duties in a way adverse to the executive, or relocated the executive’s job site by more than a specified distance without his consent, if in each case A-Mark failed to cure the circumstances after notice from the executive. Other material breaches of the employment agreement could constitute “Good Reason” in some instances. In the event of termination of any of the two senior executive officers' employment during fiscal 2024 in other circumstances, the termination payments and benefits would have been as follows: For all terminations, the compensation accrued as of the date of termination (as summarized above) would have been paid. • In the event of termination due to death or total disability, the executive would have received the pro rata performance bonus for the fiscal year of termination, and pro rata vesting of equity awards, and Mr. Roberts would receive the Accelerated Payout of his four-year cash incentive award. • In the event of a termination not for cause or for Good Reason, or death or disability, Mr. Roberts or his dependents would receive continued health benefits paid by the employer for six months. Under our agreements with these executives, their rights to cash severance are not enhanced if there has occurred a change in control of A-Mark. The employment agreements provide that certain payments under the agreements will be reduced if, following a change in control, the executive would be subject to the “golden parachute” excise tax and the reduction in payments would result in the executive realizing a greater after-tax amount. The agreements governing stock options and RSUs granted to our named executive officers provide that vesting will accelerate in full upon a change in control of A-Mark. In the event of a change in control during the performance period for Mr. Roberts' four-year cash incentive award, the performance period will end upon the change in control and he will receive the Accelerated Payout of the award.

  22. Summary of Payments Upon Termination or Change in Control if Occurring on June 30, 2024

    Summary of Payments Upon Termination or Change in Control if Occurring on June 30, 2024 The table below shows the estimated value of enhanced compensation to which a named executive officer would have been entitled if the executive’s employment had been terminated on June 30, 2024. For purposes of valuing these amounts, we took into account the following considerations: • Amounts shown for compensation following a change in control assume that no payment to a named executive officer would have been reduced to avoid adverse tax consequences under Code Sections 4999 and 280G. No named executive officer is eligible to receive a “gross-up” payment to offset golden parachute excise taxes under Code Section 4999 or to reimburse the executive for related taxes. • Except as otherwise indicated, all amounts reflected in the table would be paid on a lump-sum basis based on a June 30, 2024 termination date, subject to any applicable six-month delay required under Section 409A of the Internal Revenue Code. Equity awards that immediately vest upon termination or a change in control are valued at $32.37 per share, the closing price of our shares on the last trading day of fiscal 2024 on the Nasdaq Global Select Market.

  23. Summary of Payments Upon Termination or Change in Control if Occurring on June 30, 2024

    | Name | Involuntary Termination (including by Executive for Good Reason) ($)(1) | Occurrence of a Change in Control ($) | Involuntary Termination Following a Change in Control ($)(1) | Retirement ($) | Death or Disability ($)(1) | | Gregory N. Roberts | 2,038,350(2) | — | 2,038,350(2) | — | 38,350(2) | | Thor Gjerdrum | 961,529(3) | 311,529 | 650,000(3) | — | — | | Brian Aquilino | — | — | — | — | — | | Carol Meltzer | — | — | — | — | — | | Kathleen Simpson-Taylor | — | — | — | — | — |

  24. Summary of Payments Upon Termination or Change in Control if Occurring on June 30, 2024

    Bonus amounts for fiscal 2024 became non-forfeitable at June 30, 2024, although the amounts were determined after fiscal year end. Those bonus amounts, which would have been payable on a pro rata basis upon an involuntary termination not for cause, a termination by the executive for Good Reason, or death or disability prior to year end, are reflected in the Summary Compensation Table and are not shown as enhancements to compensation in this column. (2) Includes estimated value of healthcare benefits ($38,350 for Mr. Roberts), to be provided for six months following termination of employment. (3) Severance payments of $650,000 for Mr. Gjerdrum would be paid at payroll dates over the one-year period following termination.

  25. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median of the annual total compensation of our employees and the annual total compensation of Gregory N. Roberts, our Chief Executive Officer. To identify the employee whose annual total compensation represents the median of that of our employees (the "median employee"), our methodology and the material assumptions, adjustments and estimates were as follows: We determined that, as of June 30, 2023, our employee population (other than our CEO) consisted of approximately 427 individuals working for us and our consolidated subsidiaries, including all full-time, part-time, seasonal and temporary employees. Foreign employees were less than 1% of our workforce at that time, and were excluded from the analysis. To identify the fiscal 2023 “median employee” from our employee population, we conducted an analysis of our entire U.S. employee population. Given the variety of the jobs filled by our employees across multiple industries, we use a variety of pay elements to compensate our employees. For example, some employees are paid an hourly wage while others are paid a fixed salary. In addition, many of our employees have historically received cash bonuses. Consequently, we used payroll data and selected all wages (as defined for U.S. federal income tax purposes) paid, including hourly, overtime, salary and bonuses, as the most appropriate measure of compensation. We used all such compensation paid to our employees in the 2023 calendar year. In making these calculations, we annualized, as permitted, the compensation of those permanent employees who were hired after January 1, 2023. In our analysis, we did not annualize or otherwise adjust compensation for temporary or seasonal employees and did not make any full-time adjustments for part-time workers. Additionally, we made no cost-of-living adjustments in our calculations. In accordance with the SEC's instructions for determining the CEO pay ratio, we have used the median employee determined for fiscal 2023 as the median employee for fiscal 2024. In this regard, we believe that, in fiscal 2024, there has been no change in our employee population or employee compensation arrangements that would result in a significant change to our CEO pay ratio disclosure. We calculated our median employee’s fiscal 2024 total compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, the same way we calculated the total compensation of our CEO as disclosed in our Summary Compensation Table. Using this methodology, we determined that our median employee’s fiscal 2024 total compensation was $63,095. Based on this information, we estimate that, for 2024, our CEO’s annual total compensation was approximately 110.8 times that of the median of the annual total compensation of all other employees. As discussed above, the CEO's fiscal 2024 compensation was higher than in other fiscal years in large part due to the grant of an equity award that represents potential compensation for four fiscal years, 2024 - 2027, which is the period of our CEO's employment agreement. We do not anticipate granting further equity awards as compensation for the CEO's services in this period.

  26. Pay Versus Performance

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

  27. Pay Versus Performance

    | | | | | | Value of initial fixed $100 investment from June 30, 2020: | | | | | Fiscal Year | Summary compensation table total for CEO $ | Compensation actually paid to CEO $ | Average summary compensation table total for other NEOs $ | Average compensation actually paid to other NEOs $ | A-Mark total stockholder return $ | Peer group total stockholder return $ | Net Income attributable to A-Mark ($,000s) | Pre-tax profits ($,000s) | | 2024 | 6,988,581 | 4,568,494 | 618,057 | 590,917 | 427.09 | 127.32 | 68,546 | 82,778 | | 2023 | 1,451,081 | 1,809,983 | 974,708 | 1,216,967 | 468.95 | 86.38 | 156,360 | 203,170 | | 2022 | 1,661,309 | 4,550,183 | 1,152,770 | 1,691,984 | 383.74 | 69.97 | 132,536 | 166,417 | | 2021 | 1,951,844 | 8,606,607 | 795,315 | 1,385,858 | 267.34 | 195.03 | 159,637 | 192,801 |

  28. Pay Versus Performance

    The Principal Executive Officer (‘‘CEO’’) and Other NEOs for the applicable fiscal years were as follows: 2024 and 2021: Mr. Roberts served as our CEO, and Mr. Gjerdrum, Mr. Aquilino, Ms. Simpson-Taylor and Ms. Meltzer served as our Other NEOs. 2023 and 2022: Mr. Roberts served as our CEO, and Messrs. Gjerdrum, Wittmeyer, Aquilino and Ms. Simpson-Taylor served as our Other NEOs. The companies listed below are the peer companies included in the table above, in the indicated lines of business. The same companies constituted our peer companies for fiscal 2023:

  29. Pay Versus Performance

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

  30. Pay Versus Performance

    The Summary Compensation Table totals reported for our CEO for fiscal 2021 - 2024 and those amounts for the Other NEOs reflected in the table above were subject to the following adjustments per Item 402(v)(2)(iii) of Regulation S-K to calculate “compensation actually paid”:

  31. Pay Versus Performance

    | | 2024 | | 2023 | | 2022 | | 2021 | | | | CEO | Average for other NEOs | CEO | Average for other NEOs | CEO | Average for other NEOs | CEO | Average for other NEOs | | Summary Compensation Table Total | 6,988,581 | 618,057 | 1,451,081 | 974,708 | 1,661,309 | 1,152,770 | 1,951,844 | 795,315 | | Adjustments: | | | | | | | | | | Deduction for amount reported under the “Stock Awards” and Deduction for amount reported under the “Stock Awards” and “Option Awards” Columns of the Summary Compensation Table | (5,652,036) | — | — | (41,402) | (212,476) | (266,906) | — | — | | Increase - year-end fair value of equity awards granted during year that remain unvested at year end (1) | 3,231,949 | — | — | 36,395 | — | 232,780 | — | — | | Increase - vest-date fair value of equity awards granted during year that vested during year | | — | — | — | 212,476 | 42,498 | — | — | | Increase/deduct - Change in fair value of all equity awards unvested at prior year end and at year end (year-end fair value minus prior-year-end fair value) | | (18,077) | — | 186,979 | 1,432,515 | 418,359 | 4,547,502 | 425,592 | | Increase/deduct - Change in fair value of all equity awards unvested at prior year end that vested during year (vest date fair value minus prior-year-end fair value) | | (17,725) | 358,902 | 48,738 | 1,456,359 | 112,483 | 2,107,261 | 164,951 | | Deduct - Fair value of equity awards unvested at prior year end but forfeited during year (deduct fair value at prior year end) | | | — | — | — | — | — | — | | Increase - dividends paid on restricted stock and dividend equivalents accrued on unvested equity awards during the year (not otherwise counted in the Summary Compensation Table or year-end or vest-date fair value of equity awards) | — | 8,662 | — | 11,549 | — | — | — | — | | Total adjustments: | (2,420,087) | (27,140) | 358,902 | 242,259 | 2,888,874 | 539,214 | 6,654,763 | 590,543 | | Compensation actually paid | 4,568,494 | 590,917 | 1,809,983 | 1,216,967 | 4,550,183 | 1,691,984 | 8,606,607 | 1,385,858 |

  32. Relationship Between Compensation Actually Paid and Performance Measure

    Relationship Between Compensation Actually Paid and Performance Measure The chart below shows graphically, for the period of fiscal 2021 - 2024, the total stockholder return of an investment of $100 on June 30, 2020 in A-Mark common stock, as compared to the performance an equal investment in the peer company group identified above. The chart also shows the "compensation actually paid" in each of the four years in that period. A-Mark's total stockholder return on an investment of $100 at June 30, 2020, has been exceptional: 167% in 2021, 284% in the two-year period of fiscal 2021 and 2022, 369% in the three-year period fiscal 2021 - 2023 and 327% in the four-year period fiscal 2021 - 2024. Year-over-year results also were very positive in fiscal 2022 (44%) and fiscal 2023 (22%); fiscal 2024 resulted in a one-year total stockholder return of -8.9%. Our total stockholder returns greatly exceeded the total stockholder returns of our peer group during these periods. Peer group returns were 95% in 2021, negative 30% in the two-year period of 2021 and 2022, negative 14% in the three-year period 2021 - 2023 and 37% in the four-year period 2021 - 2024 . For further comparison, A-Mark's total stockholder returns also exceeded those of the Nasdaq Composite index, which were 45% in 2021, 11% in 2021 - 2022, 40% in 2021 - 2023 and 82% in 2021 - 2024. The "compensation actually paid" to our CEO, as shown above, was generally aligned with A-Mark's performance in fiscal 2021 - 2024. In the period 2021 - 2023, in line with A-Mark's exceptional performance, our CEO was paid annual bonuses at maximum pre-set levels, together with discretionary bonus payouts in fiscal 2021 and 2022. A larger portion of the CEO's "compensation actually paid" in fiscal 2021 and 2022 resulted from increases in the fair value of his stock options that remained unvested at any time in the fiscal year. Note that "compensation actually paid," as defined in SEC rules, includes year-over-year changes in the fair value of unvested stock options, which treats those values as "actually paid" even though the executive has not exercised and, until the final vesting date, cannot exercise the option. In fiscal 2024, "compensation actually paid" to the CEO reflected the increased compensation levels under the CEO's new employment agreement. The CEO's salary had not been increased in the five fiscal years prior to fiscal 2024. The CEO's fiscal 2024 annual bonus was substantially below the target level, which was based on pre-tax profits performance in accordance with the terms of his employment agreement. The largest element of "compensation actually paid" in fiscal 2024 was the newly awarded four-year cash incentive, which will provide value to the CEO only if he achieves robust total stockholder return (from a base share value of $36.32) through the end of fiscal 2027. In the three fiscal years before fiscal 2024, the CEO had received only one equity award, which at grant had a fair value less than half of his then annual salary. In effect, the CEO's "compensation actually paid" in fiscal 2024 aligns well with the long-term performance of A-Mark based on total stockholder return and pre-tax profits, and only appears less well aligned in relation to the one-year total stockholder return performance in fiscal 2024 Growth in the stock price represented the major portion of total stockholder return in fiscal 2021, 2022 and 2023 (dividends represent the remaining portion of total stockholder return), and the fair values of stock options and the four-year cash incentive award are closely aligned with stock price growth when the market price of our stock exceeds the exercise price of the option or base price of the incentive award. However, the CEO did not receive further grants of stock options after November 2019. As a result, his "compensation actually paid," although generally aligned with the favorable total stockholder returns in fiscal 2022 and fiscal 2023, in fact declined in those years due to the vesting of a portion of his stock options before the beginning of fiscal 2022 and 2023. The portion of the CEO's "compensation actually paid" attributable to stock options was 77% in 2021, 68% in 2022 and 20% in 2023; the CEO's four-year cash incentive award granted in fiscal 2024 constituted 71% of the "compensation actually paid" in that year, and will continue to be a significant component in the remainder of its vesting period (through fiscal 2027). For the other NEOs in the above table, equity grants during fiscal 2021 - 2023 tended to offset the vesting of equity awards granted before fiscal 2021 and the effect of the large increase in stock price in fiscal 2021, so that the "compensation actually paid" level averaged for the other NEOs remained relatively consistent in fiscal 2021, 2022 and 2023, except that the pay level for fiscal 2022 was higher mainly due to one equity award held by a person who first became an NEO in that fiscal year. The other NEOs received no equity grants in fiscal 2024, held few remaining unvested equity awards, and received annual incentive awards lower than in fiscal 2023, resulting in "compensation actually paid" that was aligned with fiscal 2024 total stockholder return "Compensation actually paid" in fiscal 2021 - 2024 also was aligned with net income attributable to A-Mark ("A-Mark Net Income"). In the five years from fiscal 2015 to 2019, A-Mark Net Income averaged $4.45 million annually, with the highest A-Mark Net Income in any of those years being $9.3 million achieved in fiscal 2016. In fiscal 2020, A-Mark set a record for A-Mark Net Income, which was $30.5 million. During fiscal 2021, A-Mark Net Income grew to $159.6 million, more than five times the record net income achieved in the previous year. A-Mark's stock price and total stockholder return grew dramatically in fiscal 2021, in parallel with the growth in A-Mark Net Income. As discussed above, this resulted in an increase in fair value in equity awards held by the CEO and other NEOs which remained unvested at the start of fiscal 2021. A-Mark Net Income in fiscal 2022, 2023 and 2024, $132.5 million, $156.4 million and $68.5 million, respectively, remained at high levels compared to levels achieved before 2021, and the amounts of "compensation actually paid" to the CEO and other NEOs generally has corresponded to those results (although the CEO's "compensation actually paid" has been lower than the amount for fiscal 2021 and became higher in fiscal 2024 under his new employment agreement for the reasons discussed above.

  33. Relationship Between Compensation Actually Paid and Performance Measure

    "Compensation actually paid" in fiscal 2021 - 2024 also was generally aligned with net income before provision for income taxes, a GAAP item we refer to as "pre-tax profit." Pre-tax profit in fiscal 2021, $192.8 million, was more than five times higher than the record pre-tax profit achieved in fiscal 2020. Results in fiscal 2022 remained robust, at $166.4 million, and in fiscal 2023 pre-tax profit set a new record, at $203.2 million. In fiscal 2024, pre-tax profit was $120.4 million less than in fiscal 2023. The fiscal 2021 - 2023 results led directly to maximum annual incentive payouts to the CEO and for most other NEOs for whom pre-tax profit was the primary performance metric under pre-set bonus formulas, and were a significant factor in the determination of discretionary bonuses for other NEOs. The market price of our stock grew in fiscal 2021 and 2023 in a way generally corresponding to the growth in pre-tax profit, grew year-over-year in fiscal 2022 as A-Mark's businesses generated strong profits again, and declined in fiscal 2024 in the same direction as the decline in pre-tax profit. Share price growth led to growth in the fair value of the executives' equity awards that were unvested at the beginning of a given fiscal year. The "compensation actually paid" methodology excludes growth in options and equity awards once they are vested, which accounts in part for the year-over-year decline in the CEO's "compensation actually paid" in fiscal 2022 and 2023. As explained above, the CEO's compensation in fiscal 2024 was boosted under his new employment agreement, in particular by the grant of the four-year cash incentive award based on total stockholder return, which has resulted a year-over-year increase in the calculated "compensation actually paid" that is not aligned with fiscal 2024 performance metrics. Among the other NEOs, as stated above, equity grants during fiscal 2021 - 2023 tended to offset the vesting of equity awards and the effect of the large increase in share price in fiscal 2021; there being no new equity grants to the other NEOs in fiscal 2024, and with annual bonuses lowered as compared to fiscal 2023, their average "compensation actually paid" was aligned with fiscal 2024 pre-tax profit.

  34. Directors' Compensation

    Directors' Compensation Under A-Mark's current Director Compensation Policy, which was also in effect during fiscal 2024, annual compensation to each non-employee director (not including compensation for special assignments and, as discussed below, excluding Mr. Wittmeyer) is as follows: (1) Cash retainer -- $60,000 for directors other than the Board Chairman, $120,000 for the Chairman. (2) Fees for Board Committee service: • Cash retainer for service as Chairman of Audit Committee or Chairman of Compensation Committee -- $10,000. Cash retainer for service as Chairman of Nominating and Corporate Governance Committee -- $5,000. Cash retainer for service as member (other than Chairman) of Audit Committee or Compensation Committee -- $5,000. Annual equity award in the form of a grant of Restricted Stock Units (“RSUs”): • RSUs are granted with an aggregate grant-date value of $60,000 for each director other than the Board Chairman, who receives a grant with a value of $120,000. • The grant date for the RSUs is the day of the Annual Meeting of Stockholders. • RSUs will become vested one year from the date of grant, subject to accelerated vesting if service terminates due to death or disability, if service terminates for any reason at the Annual Meeting in the year after grant or if there occurs a change in control of A-Mark. • RSUs are credited with dividend equivalents, accrued as cash amounts payable at the time of settlement of the underlying RSUs (except that RSUs granted to a director subject to Canadian tax law have the dividend equivalents converted into additional RSUs). • Settlement of vested RSUs will occur promptly upon vesting, except that a Director may elect to defer settlement for a period of years or until termination of service (vested RSUs granted to a director subject to Canadian tax law will be settled only upon retirement or termination from the Board or death). Grants of equity awards to a director upon commencement of service are determined by the Board or Compensation Committee at the time of appointment. In addition, the Director Compensation Policy also stipulates: • No meeting fees are paid. Service as a member of a committee other than the Audit Committee or Compensation Committee does not result in additional compensation. • Directors who are employees of the Company are not paid additional compensation for service as a director. • The Board may approve special compensation to a non-employee director for non-recurring Board work; no special compensation was paid in fiscal 2024. • All directors are entitled to reimbursement by the Company for reasonable travel to and from meetings, and reasonable food and lodging expenses incurred in connection therewith and other reasonable expenses. The Director Compensation Policy assumes service for a full year; directors who serve for less than the full year are entitled to receive a pro-rated portion of the applicable payment. Each “year,” for purposes of the Director Compensation Policy, will be deemed to begin on the date of our Annual Meeting of Stockholders. Executive officers who serve as directors receive no additional compensation for such service. The following table sets forth information regarding compensation earned by non-employee directors of the Company during fiscal 2024.

  35. Directors' Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Option Awards(2) ($) | All Other Compensation ($) | Total ($) | | Jeffrey Benjamin | 120,000 | 119,985 | — | — | 239,985 | | Ellis Landau | 72,500 | 59,993 | — | — | 132,493 | | Beverley Lepine | 70,000 | 59,993 | — | — | 129,993 | | John Moorhead | 70,000 | 59,993 | — | — | 129,993 | | Jess Ravich | 75,000 | 59,993 | — | — | 134,993 | | Monique Sanchez | 67,500 | 59,993 | — | — | 127,493 | | Kendall Saville | 67,500 | 59,993 | — | — | 127,493 |

  36. Directors' Compensation

    Grant date fair value of stock awards is computed in accordance with GAAP based on the closing price per share of our common stock on the grant date. Each independent director elected by our stockholders at our 2023 Annual Meeting of Stockholders received a grant of 2,319 restricted stock units (or deferred share units in the case of a director subject to the tax laws of Canada), except that the Chairman of the Board received a grant of 4,638 restricted stock units. Stock awards vest in full on the first anniversary of the date of grant, except that the awards are non-forfeitable in the event of termination of service due to death or disability or upon a change in control of A-Mark. At June 30, 2024, 4,638 restricted stock units subject to a risk of forfeiture (together with accrued cash dividend equivalents) were held by Mr. Benjamin and 2,319 such restricted stock units (together with accrued cash dividend equivalents) were held by each other independent director named in the table above other than Ms. Lepine, who held 2,346 restricted stock units subject to a risk of forfeiture. (2) At June 30, 2024, Ms. Sanchez and Mr. Saville each held an option to purchase 6,000 A-Mark shares, exercisable at $17.87 per share, which had previously vested as to one-third of the underlying shares on each of March 19, 2022, 2023 and 2024. These options were granted to the directors at the time they joined the Board in March 2021. Effective June 30, 2023, Michael Wittmeyer stepped down as an executive officer; he continues to serve as a director of A-Mark. A-Mark engaged Mr. Wittmeyer as a consultant for fiscal 2024 and 2025. The engagement is a part-time commitment, providing for compensation to Mr. Wittmeyer in the amount of $15,000 per month. Mr. Wittmeyer is not compensated separately for his service as a director. Under his consulting agreement, he remains subject to the covenants in his employment agreement, including non-competition, non-solicitation, and confidentiality, during and for specified periods following the consulting period.

  37. PROPOSAL 1 - ELECTION OF DIRECTORS

    PROPOSAL 1 - ELECTION OF DIRECTORS The Company's directors are elected at the Annual Meeting of Stockholders. Ten directors will be elected at the 2024 Annual Meeting. The Board of Directors approved the nomination of the ten nominees set forth below. All of the nominees are currently serving on the Company’s Board of Directors, and all have consented to being named in this proxy statement and to serve if elected. Unless authority to vote for the election of directors is withheld, the proxy will be voted FOR the election of the nominees named below. Jeffrey D. Benjamin Ellis Landau Beverley Lepine Carol Meltzer John U. Moorhead Jess M. Ravich Gregory N. Roberts Monique Sanchez Kendall Saville Michael R. Wittmeyer In connection with the acquisition of JMB in March 2021, A-Mark entered into agreements that currently entitle former stockholders of JMB to designate two directors for nomination to the Board of Directors. Mr. Saville and Mr. Wittmeyer have been designated as those director nominees. In addition, the employment agreement between A-Mark and Mr. Wittmeyer provided that he will be nominated to serve as a director, and this commitment currently remains in effect. A-Mark’s restated certificate of incorporation provides that directors may be removed only for cause and that any such removal must be approved by the affirmative vote of at least a majority of the outstanding shares of A-Mark capital stock entitled to vote generally in the election of directors at a meeting of stockholders called for that purpose.

  38. Information Concerning Directors

    Information Concerning Directors You will find below background information, specific credentials, experience and other qualifications with respect to the nominees for election at the 2024 Annual Meeting. Each of the nominees has been nominated by the Board of Directors to serve until the next annual meeting of stockholders (in 2025) and until their respective successors are duly elected and qualified. See “Security Ownership of Certain Beneficial Owners and Management” for information regarding their beneficial ownership of A-Mark’s common stock. No other nominations were submitted for the 2024 Annual Meeting.

  39. Information Concerning Directors

    | Jeffrey D. Benjamin, age 63 Chairman of the Board & Director | Jeffrey Benjamin has served as Chairman of the Board and a Director since March 2014. Mr. Benjamin has been a Senior Advisor to Cyrus Capital Partners, L.P. since 2008, where he assists with distressed investments. Mr. Benjamin served as non-Executive Chairman of the Board of SGI from 2012 until March 2014 and as a Director of SGI from 2009 until March 2014. He is also a member of the Board of Directors and is Chairman of the Audit Committee of Rackspace Technology (Nasdaq: RX.) Mr. Benjamin served on the Boards of Directors of Caesars Entertainment Company from 2008 to 2017, Chemtura Corporation from 2010 to 2017, and American Airlines Group, Inc from 2013 to 2024. Mr. Benjamin holds an MBA from the Sloan School of Management at M.I.T. and a BA from Tufts University. With his financial and business background and service as a public company director, as well as a personal involvement in numismatics, Mr. Benjamin contributes to the Board in matters of corporate finance, governance, business development and industry strategy. |

  40. Information Concerning Directors

    | Ellis Landau, age 80 Director | Ellis Landau has served as a Director since March 2014, and serves as a member of the Audit Committee and the Compensation Committee. Mr. Landau serves as a member of the Board of Directors of Second Wave Delivery Systems, LLC, an early-stage medical service company. In 2006, Mr. Landau retired as Executive Vice President and Chief Financial Officer of Boyd Gaming Corporation (NYSE: BYD), a position he held since he joined the company in 1990. Mr. Landau previously worked for Ramada Inc., later known as Aztar Corporation, where he served as Vice President and Treasurer, as well as U-Haul International in Phoenix and the Securities and Exchange Commission in Washington, D.C. Mr. Landau served as a director of SGI from 2012 until March 2014. From 2007 to 2011, Mr. Landau was a member of the Board of Directors of Pinnacle Entertainment, Inc. (NYSE: PNK), a leading gaming company, where he served as chairman of the audit committee and as a member of its nominating and governance committee and its compliance committee. Mr. Landau received his Bachelor of Arts in economics from Brandeis University and his M.B.A. in finance from Columbia University Business School. Mr. Landau brings to the Board, the Audit Committee, and the Compensation Committee substantial experience in finance, accounting, executive compensation, and corporate governance matters. | | Beverley Lepine, age 72 Director | Beverley Lepine has served as a Director since February 2015, and serves as the Chairperson of the Audit Committee and as a member of the Nominating and Corporate Governance Committee. Ms. Lepine retired as Chief Operating Officer from the Royal Canadian Mint, a Canadian Federal Crown Company, after 27 years in various positions, including Chief Financial Officer and Vice President of Manufacturing. Prior to joining the Royal Canadian Mint, Ms. Lepine worked from 1980 until 1987 for the Treasury Board Secretariat of the Government of Canada and Via Rail Canada. Upon graduating with a Bachelor's degree in Business Administration from Bishop's University in 1974, Ms. Lepine worked for Clarkson Gordon from 1974 until 1980 where she obtained her Chartered Professional Accountant ("CPA") designation in 1978. She obtained her Institute of Corporate Directors Certificate (ICD.D) in 2011. Ms. Lepine was Chair of the Board of Bruyere Continuing Care, a chronic continuing care hospital in Ottawa from 2008-2010 and was formerly a member of the Board of Pallium Canada. Ms. Lepine's extensive knowledge of the worldwide minting and coinage industries provides the Board with insight and guidance in matters of business planning and growth strategy. She also brings a strong background and expertise in finance and accounting to bear as Chairperson of the Audit Committee and as a director. | | Carol Meltzer, age 65 Executive Vice President, General Counsel, Secretary and Director | Carol Meltzer was appointed as a Director on December 23, 2021. Ms. Meltzer has served as our General Counsel, Secretary and Executive Vice President since March 2014, assuming those offices at the time of the spin-off. From 2006 to the spin-off, she held the positions of General Counsel, Secretary and Executive Vice President of SGI and its predecessor companies, and served in a variety of legal capacities for SGI since 1996. Ms. Meltzer previously practiced law at Stroock & Stroock & Lavan LLP and Kramer Levin Naftalis & Frankel LLP. Ms. Meltzer received B.A. and J.D. degrees from the University of Michigan, Ann Arbor. Ms. Meltzer also serves as General Counsel, Secretary and Executive Vice President of SGI and as a director of SGI. | | John (“Jay”) U. Moorhead, age 72 Director | John ("Jay") Moorhead has served as a Director since March 2014, and serves as a member of the Compensation Committee and the Nominating and Corporate Governance Committee. He has been a Managing Director of Global Power Partners, an investment banking firm, since August 2015. Prior to that, he was a Managing Director at Ewing Bemiss & Co. from 2009 through July 2015, and served in the same capacity at Westwood Capital from 2005 until 2009 and at MillRock Partners from 2003 until 2005. From 2001 to 2003, Mr. |

  41. Information Concerning Directors

    | | Moorhead was a corporate finance partner at C.E. Unterberg, Towbin. Mr. Moorhead served as a Director of SGI from 2009 until March 2014. Mr. Moorhead received his B.A. degree from the University of Vermont, and attended the Program for Management Development at Harvard Business School. Mr. Moorhead brings to the Board expertise in corporate finance and valuable perspectives on public company growth and global competition. Mr. Moorhead also has significant experience in the area of executive compensation, which he draws upon as a member (and formerly Chairman) of our Compensation Committee. | | Jess M. Ravich, age 67 Director | Jess Ravich has served as a Director since March 2014, and serves as the Chairman of the Compensation Committee and as a member of the Audit Committee and the Nominating and Corporate Governance Committee. Mr. Ravich is the CEO and Chairman of the Board of ALJ Regional Holdings, Inc. From 2012 until 2019, he was a group Managing Director and Head of Alternative Products for The TCW Group, Inc., an international asset-management firm, which he joined in 2012. Prior to joining The TCW Group, Mr. Ravich served as Managing Director and Head of Capital Markets of Houlihan, Lokey, Howard & Zukin, Inc., an international investment bank. From 1991 through November 2009, Mr. Ravich founded and served as Chief Executive Officer of Libra Securities LLC, an investment banking firm serving the middle market. Prior to founding Libra, Mr. Ravich was an Executive Vice President of the fixed income department at Jefferies & Company, a Los Angeles-based brokerage firm, and a Senior Vice President at Drexel Burnham Lambert, where he was also a member of the Executive Committee of the high yield group. Mr. Ravich served as a Director of SGI from 2009 until March 2014. He also served on the Board of Directors of APEX Global Brands Inc. (formerly The Cherokee Group, Inc.) from 1993 - 2019. Mr. Ravich is a graduate of the Wharton School at the University of Pennsylvania and Harvard Law School, where he was an editor of the Harvard Law Review. With his extensive background in investment banking and the financial markets, Mr. Ravich provides Board leadership in matters of strategic development and business initiatives, including potential growth through acquisitions. | | Gregory N. Roberts, age 62 Chief Executive Officer & Director | Greg Roberts has been Chief Executive Officer and a Director of A-Mark since July 2005. Mr. Roberts has served as President and Chief Executive Officer of SGI since March 2008. Mr. Roberts previously served as the President of SGI’s North American coin division, which included A-Mark. He is also a lifetime member of the American Numismatic Association. Through his day-to-day involvement in all aspects of the Company’s operations, Mr. Roberts provides a vital link between junior and senior management personnel and the general oversight and policy-setting responsibilities of the Board. Mr. Roberts is a Director of SGI (serving as such since 2000). Mr. Roberts also serves as Chief Executive Officer of SGI. Mr. Roberts brings to the Board expertise in numismatics and trading, extensive knowledge of the precious metals industry and, in his role as Chief Executive Officer, in-depth knowledge of the Company and its business. | | Monique Sanchez, age 54 Director | Monique Sanchez was appointed as a Director in 2021, and serves as the Chairperson of the Nominating and Corporate Governance Committee. Since 2008, Ms. Sanchez has held senior sales and business development roles at Google, including most recently as Director Agency Sales Development, where she is responsible for leading an agency development team focused on driving revenue growth across Google’s largest market: U.S. clients and agency holding companies. The eight years prior to Google, Ms. Sanchez held |

  42. Information Concerning Directors

    | | business development leadership roles at DoubleClick, which was acquired by Google in 2008. She is a mentor at Google’s women’s mentor program. Ms. Sanchez received her B.A. degree from Syracuse University. With over 30 years’ corporate experience, including more than 22 years in the digital advertising industry, Ms. Sanchez brings to the Board a deep expertise in advertising technologies, sales and business development. | | Kendall Saville, age 39 Director | Kendall Saville was appointed as a Director in 2021, and also serves as a member of the Audit Committee and the Compensation Committee. He previously served as Chairman of the Board of JMB. He co-founded PlayUSA, the largest legal US iGaming media network which was acquired by Catena Media (STO: CTM), and served as a primary consultant to Catena Media from 2016 to 2019. Mr. Saville’s investment specialty is in store-of-value businesses, and his focus for nearly a decade has been investments in cryptocurrency technology, including the largest cryptocurrency exchange in the Middle East, and decentralized finance. Kendall earned his Bachelor of Arts in Business Economics from the University of California, Santa Barbara. In 2021, Mr. Saville’s i15 Media and Ocean View Marketing iGaming assets were acquired by Catena Media, and he worked for two years as a primary consultant managing strategic growth projects for iGaming. Mr. Saville is on the Board of Impact DM Inc., the parent company of Milk Road, a cryptocurrency media startup. Mr. Saville’s extensive experience in search engine optimization (SEO), digital marketing, and cryptocurrency provides the Board with valuable insight in matters of business planning and growth strategy. | | Michael R. Wittmeyer, age 34 Director and Consultant to A-Mark | Michael R. Wittmeyer is the co-founder of JMB. His journey in entrepreneurship started in high school, when he founded and then sold a successful digital affiliate marketing business. Building on that achievement, Mr. Wittmeyer co-founded JMB in 2011. Eight years later, Mr. Wittmeyer was named EY Entrepreneur of the Year in the Retail/Consumer category in the Southwest region, and has led JMB to become one of the top precious metals retailers in the world. Mr. Wittmeyer, who has been a member of Entrepreneurs’ Organization since 2019, studied Marketing at Pennsylvania State University, and grew up in Western New York. Mr. Wittmeyer is also involved with Milk Road, a cryptocurrency media startup, and is a Board member of its parent company, Impact DM Inc. Mr. Wittmeyer also serves on the Board of Van Zilver Inc., which operates DTC e-commerce businesses in the health/beauty space. Mr. Wittmeyer brings to the Board significant experience and expertise in e-commerce operations, search engine optimization (SEO), and digital marketing. His in-depth knowledge of JMB’s business is invaluable as the Board continues to grow its Direct-to-Consumer operations. |

  43. Information About Our Board Of Directors And Management

    Information About Our Board Of Directors And Management The Board of Directors oversees our business and monitors the performance of our management. In accordance with our corporate governance procedures, the Board of Directors does not involve itself in the day-to-day operations of the Company. The Company’s executive officers and management oversee the day-to-day operations of A-Mark. Our directors fulfill their duties and responsibilities by attending regular meetings of the Board of Directors. Our directors also discuss business and other matters with the Chief Executive Officer and the President, other key executives, and our principal external advisers (legal counsel, auditors, financial advisors and other consultants). The Board of Directors considers and establishes the appropriate leadership structure for the Company. The Board has concluded that the Company and its stockholders are best served by not having a formal policy on whether the same individual should serve as both Chief Executive Officer and Chairman of the Board. The Board believes that it is important to retain the flexibility to make this determination based on the circumstances at the time of the determination, recognizing that no single leadership structure will best serve the Company in all cases. This allows the Board to use its broad experience and knowledge to elect the most qualified director as Chairman of the Board, while maintaining its ability to separate the roles of Chairman and Chief Executive Officer. In making this determination, the Board will consider the advantages that come from having leadership of the Board by a person other than the Chief Executive Officer. Even if a single person were to fill both roles, the Board anticipates that it would appoint a director to serve separately as the presiding or lead non-management director in order to preserve those advantages. Mr. Benjamin has served as Chairman of the Board since March 2014. The Chairman of the Board has the authority to call special meetings of the Board, sets the agenda for Board meetings, acts as a Board liaison with the Chief Executive Officer, chairs meetings of the Board and communicates the Board of Directors’ feedback to the Chief Executive Officer. The Board believes that Mr. Benjamin’s work experience, education and leadership ability make him the best choice currently to serve as our Chairman of the Board. In fiscal 2024, the Board of Directors met seven times. Each director attended at least 75% of the meetings of the A-Mark Board of Directors and Board committees, if any, of which he or she was a member during the period of the director's service in fiscal 2024. Under the Company’s policy, each director of the Company is expected to be present at annual meetings of stockholders (including by virtual means), absent exigent circumstances that prevents his or her attendance. At our Annual Meeting held in October 2023, all of our directors were in attendance. The Company’s Board of Directors has determined that all nominees for the Board of Directors other than Greg Roberts, Carol Meltzer, and Michael Wittmeyer qualify as “independent” as that term is currently defined in Rule 5605(a)(2) and (c)(2) of the Nasdaq listing standards.