Amath Fall
LIQUIDITY SERVICESAbout Amath Fall
Amath (“Thierno A.”) Fall, age 55, has served as an independent Class III director of Liquidity Services (LQDT) since February 2023 and is the Chair of the Audit Committee; the Board has designated him an “audit committee financial expert.” He is currently Chief Financial Officer of Artisan Design Group (since Feb 2024) and previously held senior finance and operating roles at private‑equity and distribution businesses; he holds a B.S. in Accounting and an M.S. in Business Economics from the University of Nebraska at Omaha, and maintains multiple accounting certifications (CPA, CMA, CGMA, etc.). He was last elected in 2024 with 98% support; his current term expires at the 2027 annual meeting, and he is affirmatively determined to be independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Artisan Design Group | Chief Financial Officer | Feb 2024–present | CFO of nationwide provider of interior finishes; brings finance and operations expertise to LQDT’s Audit Committee chair role |
| The Sterling Group (PE) | Operating Partner | 2022–2024 | PE operating role; relevant to audit/risk oversight and capital allocation |
| Berlin Packaging | CFO (2019), COO (2020–2021) | 2019–2021 | Oversight of finance and operations at $2.5B sales distributor |
| FleetPride, Inc. | Chief Financial Officer | 2016–2019 | CFO of $1.6B sales truck parts distributor |
| AmeriCold; Nashfinch/SpartanNash | VP FP&A; other CFO roles (unspecified) | Prior to 2016 | Senior finance leadership in supply chain/food distribution; broad financial controls experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Institute of CPAs | Member | Ongoing | Multiple accounting designations; NACD Directorship Certified |
| Public company directorships (current) | — | — | None disclosed |
Board Governance
- Independence and role: The Board determined Mr. Fall is independent under Nasdaq standards; he chairs the Audit Committee and serves as an audit committee financial expert. He is a Class III director (since Feb 2023); last elected 2024 with 98% support; term expires 2027.
- Committee assignments (FY2024): Audit Committee (Chair); other members: Ellis and Infante; Audit met 4 times in FY2024.
- Attendance: The Board met six times in FY2024; each director attended at least 75% of Board and committee meetings.
- Lead independent director context: Beatriz V. Infante is Lead Director; she sets/oversees executive sessions and performance assessments (useful balance with combined Chair/CEO).
- Related‑party oversight: Audit Committee reviews and approves related‑person transactions; none were conducted or proposed since the beginning of FY2024.
Fixed Compensation (Director)
| Cash Element (2024) | Amount | Notes |
|---|---|---|
| General Board cash retainer | $45,000 | Paid quarterly in advance |
| Audit Committee Chair retainer | $20,000 | Effective Apr 1, 2024 (unchanged vs 2023) |
| Total Cash Received by Amath Fall (2024) | $65,000 | Sum of board retainer + Audit Chair; matches director-specific disclosure |
Additional policy details:
- No per‑meeting fees disclosed; committee member cash retainers exist but do not apply concurrently with chair fee.
- 2024 Board target compensation increased to $210,000, with equity portion raised to $165,000 and cash remaining at $45,000.
Performance Compensation (Director)
| Equity Grant (2024) | Grant Date | Instrument | Shares/Units | Grant‑date Fair Value | Vesting |
|---|---|---|---|---|---|
| Annual director equity | Mar 11, 2024 | RSUs | 9,306 | $165,000 | Vest on Mar 11, 2025, subject to continued service |
Program structure and alignment:
- Starting in 2024, non‑employee director equity is exclusively RSUs (no options), reinforcing ownership alignment and reducing risk; equity portion increased to reflect market practice.
- Director stock ownership guideline: 5× annual cash retainer (=$225,000), with five years to comply; directors are either compliant or on track. Hedging is prohibited.
Company performance metrics (context for pay‑for‑performance culture overseen by directors):
| Metric (FY2024 AIP for NEOs) | Threshold | Target | Maximum | Actual Payout Factor Applied |
|---|---|---|---|---|
| Consolidated Direct Profit | $176.2M | $191.6M | $203.0M | 80% of target for this metric |
| Consolidated Adjusted EBITDA (AEBITDA) | $46.2M | $51.6M | $56.3M | 68% of target for this metric |
Say‑on‑pay signal: 98% support in 2024; Compensation Committee uses independent consultant (Aon), refreshes peer group, and maintains clawback and ownership policies.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| — | — | — | No current public company boards disclosed; no interlocks or related‑party transactions disclosed. |
Expertise & Qualifications
- Audit expertise: Designated audit committee financial expert; extensive CFO/COO background across distribution, packaging, and PE portfolio operations.
- Credentials: CPA, CMA, Certified Financial Accountant, CGMA, and Certified Forensic Accountant; NACD Directorship Certification.
- Education: B.S. Accounting; M.S. Business Economics (University of Nebraska at Omaha).
- Relevant domain: Media/technology familiarity and high‑growth company experience listed among Board skill matrices.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Unvested RSUs (9/30/24) | Options Exercisable Within 60 Days of Record Date | RSUs Vesting Within 60 Days of Record Date |
|---|---|---|---|---|---|
| Amath Fall | 8,946 | <1% | 9,306 | 0 | 0 |
| Sources | |||||
Policy context:
- Director ownership guideline: 5× cash retainer within five years of appointment; directors are on track; hedging prohibited.
Governance Assessment
-
Strengths
- Independent Audit Chair with formal “financial expert” designation and deep CFO/operations background enhances financial reporting oversight and risk management.
- Solid engagement indicators: all directors met ≥75% attendance; Audit Committee met four times; oversight of related‑party transactions centralized in Audit.
- Director pay tilt to RSUs (100% equity in RSUs, no options) and 5× retainer ownership guideline promote alignment; hedging prohibited.
- Shareholder support: strong 2024 say‑on‑pay (98%) and robust compensation governance (independent consultant, clawback).
-
Watch items
- External time commitments: Serving as CFO of Artisan Design Group while chairing LQDT’s Audit Committee warrants periodic monitoring for capacity but no conflicts are disclosed.
- Ownership depth: Beneficial ownership is modest (<1% individually), though policy‑driven RSUs and ownership guidelines help address alignment over time.
No related‑party transactions involving Mr. Fall were disclosed for FY2024, and none were proposed; Audit Committee retains approval authority.