Edward J. Kolodzieski
LIQUIDITY SERVICESAbout Edward J. Kolodzieski
Independent Class I director of Liquidity Services (LQDT) since November 2015; age 64. Serves on the Compensation Committee and the Corporate Governance & Nominating Committee. Background includes senior executive roles at Wal‑Mart (including EVP Global Sourcing and CEO of Walmart Japan), private equity advisory work, and cybersecurity training; NACD Board Governance Fellow (2013). Independent under Nasdaq rules; current term expires at the 2025 annual meeting, and he is nominated to serve through the 2028 meeting if re‑elected .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wal‑Mart, Inc. | Executive Vice President – Global Sourcing | Feb 2010 – Feb 2013 | Senior leadership of global sourcing post‑recession, preceded by roles as Chairman & CEO of Walmart Japan, COO of Wal‑Mart International, and SVP of Neighborhood Market division . |
| Walmart Japan | Chairman of the Board and Chief Executive Officer | Prior to 2010 (dates not individually specified) | Led Japan operations; part of Wal‑Mart International leadership track . |
| Wal‑Mart International | Chief Operating Officer | Prior to 2010 (dates not individually specified) | Oversight of international operations scaling . |
| Wal‑Mart (Neighborhood Market division) | Senior Vice President | Prior to 2010 (dates not individually specified) | Led Neighborhood Market format . |
| Acme Markets of Virginia | President | Prior to Wal‑Mart roles | Regional grocery operator leadership across Mid‑Atlantic states . |
| Archway Marketing Services | Chairman of the Board | Sep 2015 – Jun 2018 | Oversight of marketing services company post‑PE ownership . |
| And Go Concepts, LLC | Chairman | Aug 2018 – Mar 2020 | Strategic leadership of consumer business . |
| Vi‑Jon Inc | Director | Aug 2013 – Sep 2020 | Board oversight for personal care products company . |
| 99 Holdings | Director | Jan 2020 – Mar 2024 | Board service at consumer retail company . |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| CVC Capital Partners | Senior Advisor (consumer, retail, supply chain) | 2013 | Advisory role across portfolio in relevant sectors . |
| The Welspun Group | Advisory Board Member | Jan 2017 | Advisory capacity to diversified manufacturer . |
| Aperture Pet & Life | Board of Directors | Apr 2024 | Current governing role (company type not specified in proxy) . |
Board Governance
- Independence: Determined independent under Nasdaq standards; 71% of LQDT’s directors are independent .
- Committee assignments: Member, Compensation Committee; Member, Corporate Governance & Nominating Committee .
- Chair roles: None disclosed for Mr. Kolodzieski; current committee chairs are Fall (Audit), Infante (Compensation), Dyer (Governance) .
- Attendance and engagement: Board met 6 times in fiscal 2024; each director attended at least 75% of board and committee meetings. Compensation Committee met 6 times; Governance Committee met 4 times in fiscal 2024 .
- Tenure and election: Director since 2015; Class I; current term ends at 2025 annual meeting; nominated to serve through 2028 if elected .
- Lead independent director: Beatriz V. Infante; independent executive sessions led by Lead Director .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| General Board Service – Cash Retainer (2024) | $45,000 | Paid quarterly in advance . |
| Compensation Committee Member (non‑chair) | $7,500 | Rate increased effective Apr 1, 2024 . |
| Governance Committee Member (non‑chair) | $4,000 | Rate increased effective Apr 1, 2024 . |
| Total Cash Fees Received (2024) | $56,500 | As reported for Kolodzieski in 2024 director comp table . |
Performance Compensation
| Equity Element | Grant/Units | Grant Date | Vesting | Grant Date Value |
|---|---|---|---|---|
| Annual RSU grant (director) | 9,306 RSUs | Mar 11, 2024 | Cliff vest on Mar 11, 2025 (1‑yr), service‑based | $165,000 (value set), units based on $17.73 close . |
| Unvested RSUs (as of 9/30/2024) | 9,306 | — | Unvested at FY end | — . |
- 2024 shift to 100% RSU equity for non‑employee directors (no director option election in 2024); aligns to broader market and simplifies equity mix .
- Director stock ownership requirement: 5x annual general cash retainer; each non‑employee director has satisfied or is on track within the 5‑year window; anti‑hedging applies to directors .
Other Directorships & Interlocks
| Company/Entity | Public Company? | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Aperture Pet & Life | Not specified | Director | No related‑party transactions disclosed involving LQDT . |
| The Welspun Group | Not specified | Advisory Board | No related‑party transactions disclosed involving LQDT . |
| CVC Capital Partners | Private | Senior Advisor | No related‑party transactions disclosed involving LQDT . |
- LQDT disclosed no related party transactions since the beginning of fiscal 2024; Audit Committee retains oversight if they arise .
Expertise & Qualifications
- Senior leadership and operating expertise in retail, sourcing, and international operations; e‑commerce/media and financial/accounting experience as per Board skills matrix .
- Cybersecurity and internet fraud investigations training (DOJ/NW3C; Carnegie Mellon CERT programs); law enforcement background (retired certified officer) .
- Education: B.S. in Business Management (University of South Florida); M.B.A. (University of Tampa) .
- NACD Board Governance Fellow (2013) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Edward J. Kolodzieski | 15,229 | * | No RSUs scheduled to vest or options exercisable within 60 days of Jan 2, 2025 record date . |
| All Directors & Officers (12) | 9,126,946 | 28.4% | Group total; includes options/RSUs due within 60 days . |
- Director ownership guideline: 5x annual board cash retainer; each non‑employee director has satisfied or is on track; anti‑hedging restriction applies to directors .
- As of 9/30/2024, non‑employee directors each held 9,306 unvested RSUs (including Mr. Kolodzieski); these were not within 60 days of vesting at the Jan 2, 2025 record date .
Governance Assessment
- Board effectiveness and independence: Kolodzieski is independent and serves on two oversight‑centric committees (Compensation; Governance), supporting pay, succession, risk, and governance oversight. Committee engagement appears solid given 2024 meeting cadence (6 Compensation; 4 Governance) and overall director attendance ≥75% .
- Alignment and incentives: 2024 director pay increased to a $210k target with a heavier equity mix ($165k RSUs vs. $45k cash), reinforcing at‑risk ownership; one‑year RSU vesting promotes near‑term alignment while ownership guidelines push longer‑term hold behavior .
- Conflicts and related‑party exposure: Despite external advisory and board roles (CVC, Welspun, Aperture Pet & Life), LQDT reported no related‑party transactions since fiscal 2024, and the Audit Committee oversees any such transactions under its charter—mitigating conflict risk disclosures for the period .
- Risk indicators and red flags: No late Section 16 filings for Kolodzieski; no hedging/pledging permitted for directors; independence affirmed. No specific red flags identified for Kolodzieski in the latest proxy period .
Monitoring items: Continue to monitor any future transactions between LQDT and entities where Kolodzieski serves (CVC portfolio, Welspun, Aperture Pet & Life). Maintain oversight of director equity retention versus stock ownership guidelines and any changes to committee roles or attendance .