John P. Daunt
LIQUIDITY SERVICESAbout John P. Daunt
John P. Daunt is Chief Commercial Officer (CCO) of Liquidity Services (LQDT), serving in this role since April 2019; he is 59 years old and holds a B.S. in Entrepreneurial Studies from Babson College, and previously served as a Naval Flight Officer in the U.S. Navy . Under his tenure, LQDT’s FY2024 operating context featured $1.367 billion GMV and $363 million revenue, with buyer registrations up 7% and auction participants up 22% year over year; FY2024 incentive outcomes were below target, reflecting 74% payout vs target across consolidated Direct Profit and Adjusted EBITDA metrics . The company’s pay-for-performance program emphasizes at‑risk incentives, performance‑based vesting for equity, and ownership/anti‑hedging requirements to align executives with shareholders .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Liquidity Services | Chief Commercial Officer | Apr 2019–present | Leads commercial strategy for marketplace growth and monetization . |
| Liquidity Services | SVP, CAG North America | Jun 2018–Apr 2019 | Oversaw commercial asset management operations in North America . |
| Liquidity Services | SVP, Global Operations and DoD | Aug 2015–May 2018 | Led global ops; managed U.S. Department of Defense programs . |
| Liquidity Services | SVP, Account Management | Nov 2014–Jul 2015 | Managed enterprise accounts and seller relationships . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| FedBid, Inc. | Senior Vice President | Mar 2013–Nov 2014 | Led reverse‑auction procurement platform serving government and education sectors . |
| AssetNation | Vice President & General Manager | Not disclosed | Commercial leadership in asset marketplace (details not disclosed) . |
| Ariba, Inc. | Account Executive | Not disclosed | Enterprise procurement sales (details not disclosed) . |
| U.S. Navy | Naval Flight Officer | Not disclosed | Military leadership and operations experience . |
Fixed Compensation
| Component | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Base salary ($) | 362,208 | 383,959 | 400,000 |
| All other compensation ($) and breakdown | 13,200 | 12,893 | 15,410 (401k match $9,900; disability premiums $1,298; group term life $3,612) |
Additional approved base salary for FY2025: $412,000 (+3% YoY) .
Performance Compensation
Annual Incentives (AIP)
| Metric | Weighting | Threshold | Target | Maximum | FY2024 payout (% of target) |
|---|---|---|---|---|---|
| Consolidated Direct Profit | 50% | $176.2M | $191.6M | $203.0M | 80% |
| Consolidated Adjusted EBITDA (AEBITDA) | 50% | $46.2M | $51.6M | $56.3M | 68% |
| Aggregate payout | — | — | — | — | 74% |
| Target bonus (% salary) | Target ($) | Max (% salary) | Max ($) | Actual FY2024 payout ($) |
|---|---|---|---|---|
| 80% | 320,000 | 120% | 480,000 | 236,800 |
Notes:
- AIP metrics selected by the Compensation Committee; payouts capped at 150% of target; Committee retains discretion to adjust payouts .
Long‑Term Incentives (LTI) – FY2024 Grants
| Award type | Grant date(s) | Units | Strike (if options) | Vesting schedule | Performance metrics |
|---|---|---|---|---|---|
| Time‑based RSUs | 12/5/2023 | 19,325 | — | 25% on 1/1/2025, 1/1/2026, 1/1/2027, 1/1/2028 | N/A |
| Performance‑based RSUs | 12/5/2023 | 19,325 (target) | — | Quarterly measurement dates from 1/1/2025 to 1/1/2027; cumulative vesting; ≤33% may vest year 1; ≤66% by year 2 | Trailing‑12M Consolidated Direct Profit & AEBITDA (equal weight) |
| Time‑based options | 12/22/2023 | 15,620 | $17.31 | 25% on 1/1/2025; 1/48 monthly thereafter for 36 months | N/A |
| Performance‑based options | 12/22/2023 | 15,620 (target) | $17.31 | Same measurement cadence and caps as performance RSUs | Same as above |
Performance‑vesting threshold tables (each metric independently evaluated quarterly; vesting is cumulative):
- Consolidated Direct Profit: $195M=10%, $205M=20%, $215M=30%, $225M=40%, $235M=50% of total award .
- Consolidated AEBITDA: $52.5M=10%, $56M=20%, $59M=30%, $62M=40%, $65M=50% of total award .
Target equity value mix: 70% RSUs / 30% options; Daunt’s FY2024 equity grant target value equaled 260% of base salary . Option term may not exceed 10 years; acceleration if awards are not assumed in a change‑of‑control and double‑trigger acceleration upon involuntary termination within one year post change‑of‑control .
Equity Ownership & Alignment
| Beneficial ownership components (Record Date: Jan 2, 2025) | Shares |
|---|---|
| Daunt Family Trust (direct/indirect) | 43,309 |
| Options exercisable within 60 days | 18,251 |
| RSUs scheduled to vest within 60 days | 3,488 |
| Total beneficial ownership | 65,048 (less than 1% outstanding) |
- Executive Stock Ownership Policy: CCO must hold common stock equal to 150% of base salary; compliance deadline five years from NEO designation; NEOs have satisfied or are on track; hedging/pledging prohibited without Board approval (only CEO has an approved pledge) .
- Directors also subject to anti‑hedging and ownership guidelines (5x annual cash retainer) .
Employment Terms
| Provision | Key terms |
|---|---|
| Agreement form | Amended & Restated Employment Agreement (Jan 2023) consistent across NEOs . |
| Base salary protection | No reductions without executive consent . |
| Annual bonus eligibility | Based on Committee‑approved metrics; must be employed through fiscal year end; payout subject to Committee approval . |
| Severance (no cause or good reason resignation) | 12 months base salary + target annual bonus for year of termination; lump‑sum COBRA premium differential for 12 months; subject to general release . |
| Death/disability | Death: salary through next full calendar month; Disability: 25% of annual base salary plus owed amounts . |
| Change‑of‑control equity | Acceleration if awards not assumed/continued/substituted; unvested options/RSUs also vest upon involuntary termination within one year post CoC (double‑trigger) . |
| Non‑compete / non‑solicit | Up to 12 months post‑employment; includes client/employee non‑interference; confidentiality/IP provisions . |
| Clawback policy | Amended effective Oct 1, 2023 to comply with SEC/Nasdaq rules (restatement‑based recovery of incentive comp) . |
Compensation Structure Analysis
- Strong pay‑for‑performance design: heavy use of performance‑based equity and AIP tied to consolidated Direct Profit and AEBITDA; FY2024 payouts below target signal discipline in aligning pay to outcomes .
- Equity mix continues favoring RSUs over options (70/30), reducing downside risk relative to pure options while retaining performance‑vesting to maintain alignment with long‑term value creation .
- Governance safeguards: clawback policy, stock ownership requirements, anti‑hedging/pledging (no excise tax gross‑ups) reinforce shareholder alignment and risk containment .
- No single‑trigger acceleration; change‑of‑control terms use double‑trigger for unvested awards, mitigating windfall risk .
Compensation Peer Group and Committee
- Independent consultant (Aon plc) advises annually; 2024 peer group updated to reflect size/sector comparables (e‑commerce/technology), with additions (ACV Auctions, Everbridge, Magnite, Model N) and removals (Quotient Technology due to acquisition; SPS Commerce due to size) .
- Committee does not target a specific percentile; reviews total direct compensation and mix relative to peers; LQDT positioned at ~42nd percentile revenue, ~17th percentile headcount, ~50th percentile market cap at time of review .
- Compensation Committee chaired by Lead Director Beatriz V. Infante; met 6 times in FY2024 .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay received ~98% approval; Committee evaluated results and maintained program structure consistent with shareholder support .
Risk Indicators & Red Flags
- No related‑party transactions in FY2024 meeting SEC thresholds; Code of Conduct restricts conflicts of interest .
- Section 16 compliance: company reported timely filings in FY2024 except one director (Ellis) Form 4 delay due to administrative oversight; no Daunt issues disclosed .
- Hedging/pledging prohibited for executives absent Board approval; only CEO has a Board‑approved pledge; no pledge disclosed for Daunt .
Summary Compensation – John P. Daunt
| Metric ($) | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Salary | 362,208 | 383,959 | 400,000 |
| Stock awards (RSUs fair value) | 350,282 | 627,512 | 757,154 |
| Option awards (fair value) | 164,939 | 248,602 | 284,284 |
| Non‑equity incentive (AIP) | 80,019 | 215,017 | 236,800 |
| All other compensation | 13,200 | 12,893 | 15,410 |
| Total | 970,648 | 1,487,983 | 1,693,648 |
Investment Implications
- Retention and alignment: Four‑year, front‑loaded RSU vesting dates (25% each Jan 1, 2025–2028) and ongoing quarterly performance‑vesting windows through Jan 1, 2027 support retention and tie rewards to Direct Profit/AEBITDA momentum; double‑trigger CoC terms reduce flight‑risk windfalls .
- Trading signals: Known vesting dates (Jan 1 tranches) may create mechanical supply events; monitor Form 4 filings around calendar‑quarter performance measurement dates and annual vest dates to assess selling pressure and posture .
- Pay discipline: Below‑target FY2024 payouts (74% of target) indicate Committee’s adherence to performance thresholds—positive governance signal; upside remains if Direct Profit/AEBITDA threshold tables are met in trailing‑12M measures, potentially lifting performance‑based vesting .
- Ownership alignment: Beneficial ownership is <1% for Daunt but subject to 150% salary ownership requirements and anti‑hedging rules; continued compliance supports alignment, while absence of pledging reduces collateralization risk .