Jorge A. Celaya
LIQUIDITY SERVICESAbout Jorge A. Celaya
Jorge A. Celaya, age 58, has served as Liquidity Services’ Chief Financial Officer since joining in 2015. He brings 35+ years of executive finance experience across capital markets, accounting, operations, and strategic transformation; he holds a B.A. and an MBA from the University of Texas at Austin . Liquidity Services delivered FY2024 gross merchandise volume of $1.367 billion and revenue of $363 million; FY2024 annual incentives paid below target, reflecting performance versus objectives, and the Compensation Committee targets required ~15% YoY growth for the plan metrics . Shareholders have shown consistent, high support for executive pay with say‑on‑pay approvals at ~98% in 2024 and approval again at the Feb 27, 2025 annual meeting .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Avanz Capital | Co‑founder | Prior to 2015 | Independent investment firm focused on private equity in emerging markets . |
| FTI Consulting | EVP & CFO | Jul 2007 – Mar 2010 | Global provider of restructuring, financial consulting, and e‑discovery; senior finance leadership . |
| Sitel Corporation | EVP & CFO | Oct 2003 – Feb 2007 | Global BPO provider; senior finance leadership . |
| Schlumberger Ltd. | Various corporate and operating roles | 1990 – Oct 2003 | Multi‑industry U.S. and international experience across energy and technology . |
External Roles
No external public company directorships disclosed for Celaya .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|
| Base Salary ($) | $392,403 | $404,175 | $450,000 (11% increase) | $459,000 (2% increase) |
| Target Bonus (% of Salary) | 80% | 80% | 80% | 80% |
| Actual Bonus ($) | $99,074 | $226,338 | $266,400 | — |
Performance Compensation
Annual Incentive Plan – FY2024 Design and Outcome
| Metric | Weighting | Threshold | Target | Maximum | Actual Payout (% of Target) | Payout ($) |
|---|---|---|---|---|---|---|
| Consolidated Direct Profit | 50% | $176.2M | $191.6M | $203.0M | 80% | $144,000 (calculated: 0.5 × $360,000 × 80%) |
| Consolidated Adjusted EBITDA (AEBITDA) | 50% | $46.2M | $51.6M | $56.3M | 68% | $122,400 (calculated: 0.5 × $360,000 × 68%) |
| Celaya Target Bonus | — | — | $360,000 | — | 74% overall | $266,400 |
Notes: Targets for FY2024 were set to require ~15% year‑over‑year growth on each metric .
Long‑Term Equity – FY2024 Grants and Vesting
| Grant Date | Award Type | Quantity | Exercise Price | Vesting Schedule | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| 12/5/2023 | Time‑based RSUs | 26,775 | — | 25% each on 1/1/2025, 1/1/2026, 1/1/2027, 1/1/2028 | $524,522 |
| 12/22/2023 | Time‑based Options | 21,640 | $17.31 | 12/48 on 1/1/2025; then 1/48 monthly for 36 months | $196,924 |
| 12/5/2023 | Performance RSUs | 26,775 | — | Quarterly measurement from 1/1/2025 to 1/1/2027 vs tables below; cumulative, with caps (≤33% yr1, ≤66% yrs1–2) | $524,522 |
| 12/22/2023 | Performance Options | 21,640 | $17.31 | Same as performance RSUs | $196,924 |
Performance‑based vesting tables (each metric evaluated independently, 50/50 weighting):
- Consolidated Direct Profit vesting: $195M→10%; $205M→20%; $215M→30%; $225M→40%; $235M→50% of total award .
- Consolidated AEBITDA vesting: $52.5M→10%; $56M→20%; $59M→30%; $62M→40%; $65M→50% of total award .
Equity Ownership & Alignment
Beneficial Ownership (Record Date: Jan 2, 2025)
| Item | Amount |
|---|---|
| Total Beneficial Ownership (shares) | 192,485 |
| Ownership % of Shares Outstanding | <1% |
| Directly Held Shares | 42,969 |
| Options Exercisable ≤60 days | 146,028 |
| RSUs Vesting ≤60 days | 3,488 |
Stock ownership requirements: NEOs must hold common stock equal to 150% of base salary; each NEO has satisfied or is on track; executives may not hedge/pledge without Board approval (only CEO’s pledge approved; no pledge for Celaya) .
Outstanding Equity Awards at FY2024 Year‑End (Sep 30, 2024)
Options (Exercisable/Unexercisable):
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration |
|---|---|---|---|---|
| 12/3/2019 | 13,770 | — | $6.69 | 12/3/2029 |
| 12/1/2020 | 50,463 | 4,587 | $9.46 | 12/1/2030 |
| 12/1/2020 (Perf) | 55,050 | — | $9.46 | 12/1/2030 |
| 12/7/2021 | 5,160 | 2,580 | $22.20 | 12/7/2031 |
| 12/7/2021 (Perf) | — | 7,740 | $22.20 | 12/7/2031 |
| 12/23/2022 | 6,933 | 9,707 | $14.00 | 12/23/2032 |
| 12/23/2022 (Perf) | — | 16,640 | $14.00 | 12/23/2032 |
| 12/22/2023 | — | 21,640 | $17.31 | 12/22/2033 |
| 12/22/2023 (Perf) | — | 21,640 | $17.31 | 12/22/2033 |
RSUs (Time‑based and Performance‑based):
| Grant Date | Unvested Time‑based RSUs (#) | Unvested Performance RSUs (#) | Market Value Each Line ($) |
|---|---|---|---|
| 12/1/2020 | 2,487 | — | $56,704 |
| 12/7/2021 | 4,360 | 8,720 | $99,408; $198,816 |
| 12/23/2022 | 15,532 | 20,710 | $354,130; $472,188 |
| 12/5/2023 | 26,775 | 26,775 | $610,470; $610,470 |
Anti‑hedging and pledging policy applies; only CEO has an approved pledge; Celaya not disclosed as pledging .
Employment Terms
| Provision | Terms |
|---|---|
| Employment agreement | Amended & Restated Jan 18, 2023; continues until terminated; base salaries may be increased but not decreased without consent . |
| Annual bonus eligibility | Target 80% of base; subject to Compensation Committee approval and employment through fiscal year end . |
| Severance (no CIC) | If terminated by Company without cause or resigns for good reason: lump sum equal to 12 months base salary + target bonus for year of termination + 12 months COBRA premium less employee contribution, subject to release . |
| Change‑in‑Control (double trigger) | If terminated without cause or resigns for good reason within 12 months after CIC: lump sum equal to 1.5×(base + target bonus) + prorated target bonus + 12 months COBRA premium less employee contribution; no excise tax gross‑ups . |
| Equity treatment (CIC) | If awards are not assumed/substituted, RSUs vest immediately prior to transaction and options become exercisable for 15 days or are cashed out; if assumed/substituted and exec is terminated without cause/for good reason within one year post‑CIC, RSUs vest and options become immediately exercisable for one year or until expiration . |
| Good reason definition | Material adverse change in position/duties, base salary reduction, relocation >50 miles, material breach; Celaya’s “good reason” uniquely includes change in reporting line to someone other than CEO . |
| Restrictive covenants | Confidentiality; non‑solicit and non‑compete typically up to 12 months post‑employment . |
| Initial appointment | Joined July 20, 2015; appointed EVP & CFO effective Aug 10, 2015; initial base $350,000, target bonus 80%, initial $1.7M restricted stock award vesting over 4 years . |
Investment Implications
- Pay‑for‑performance alignment: FY2024 annual incentive paid at 74% of target (Direct Profit 80%; AEBITDA 68%), signaling tight linkage to internal profitability drivers and disciplined payout structure .
- Multi‑year equity with rigorous vesting: Half of options/RSUs are performance‑based with quarterly tests through 2027; FY2024 metrics require ~15% YoY growth and cumulative caps (≤33% first year, ≤66% first two years), tempering windfall outcomes and reinforcing retention .
- Ownership alignment & limited selling pressure: Celaya beneficially owns 192,485 shares (<1%); upcoming time‑based RSU tranches vest annually each Jan 1, creating predictable, modest vesting events rather than large cliff risks; no pledging disclosed for Celaya .
- Downside protection and transition risk: Double‑trigger CIC economics (1.5× base+bonus + prorated bonus + COBRA; equity acceleration upon qualifying termination post‑CIC) and 12‑month non‑compete reduce turnover risk but could elevate cost in change‑of‑control scenarios .
- Governance support: Strong say‑on‑pay approvals (~97–99% historically; 98% in 2024) and approval again at the Feb 27, 2025 meeting indicate shareholder endorsement of incentive designs and pay levels .