Katharin S. Dyer
LIQUIDITY SERVICESAbout Katharin S. Dyer
Katharin S. Dyer is an independent Class III director at Liquidity Services (LQDT), age 67, serving since January 2020; her current term expires in 2027 and she was last elected in 2024 with 91% support . She chairs the Corporate Governance & Nominating Committee and serves on the Compensation Committee, and is affirmatively determined independent under Nasdaq standards . The Board met six times in fiscal 2024 and each director attended at least 75% of Board and committee meetings; directors are encouraged to attend the annual meeting (five attended in 2024) . Dyer holds an MBA from the University of Maryland and a BA from the University of Kentucky .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IBM Global Business Services | Global Partner; Senior leadership team | 2016–2018 | Digital transformation leadership; advanced analytics, AI scope |
| American Express Company | EVP & GM; Global CMO, Merchant Services | 2013–2015 | Ran P&L for AI services to top merchants |
| Publicis Groupe (Digital & Media agencies) | Global Management Board Member; Global Chief Transformation Officer | Not disclosed | Led transformation across digital/media agencies |
| Digitas | EVP; Executive Leadership Team; Client Portfolio GM | Not disclosed | Growth strategy, UX, analytics |
| Advanta; MNC Financial; Sallie Mae; Citigroup | Leadership roles | Not disclosed | Financial and marketing leadership across institutions |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PivotWise | Founder & CEO | Current | Strategic advisory focused on digital transformation |
| Principal Financial Group (NASDAQ: PFG) – Principal Funds Board | Director | Current | Oversees fund governance; public company affiliation |
| Harvard Business Review | Advisory Council Member | Current | Thought leadership advisory |
| Harvard Business School; Boston College Carroll School | Guest Lecturer | Not disclosed | Academic engagement |
| Women in Blockchain; WOMEN in America Executive Mentoring | Contributor | Not disclosed | Executive mentoring and blockchain community engagement |
| AI Venture Studio | Advisory Board Member | Current | Scales AI operating efficiency companies |
Board Governance
- Independence: The Board determined Dyer is independent under Nasdaq standards; she is part of the 71% independent slate .
- Committee leadership and memberships: Governance Committee (Chair); Compensation Committee (Member) .
- Attendance: Board met 6 times in fiscal 2024; each director attended ≥75% of Board and committee meetings; 5 directors attended the 2024 annual meeting .
- Lead Independent Director: Beatriz V. Infante (since Feb 1, 2023) .
- Skills matrix: Dyer brings senior leadership, high-growth, media/technology, and data analytics/e-commerce marketing expertise to the Board .
- Class/tenure: Class III director; director since 2020; last elected 2024 (91% “for”); term expires 2027 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board cash retainer | $45,000 (2024) | Paid quarterly in advance; unchanged vs 2023 |
| Governance Committee Chair cash retainer | $10,000 (2024) | Increased from $7,500 effective Apr 1, 2024 |
| Compensation Committee Member cash retainer | $7,500 (2024) | Increased from $6,000 effective Apr 1, 2024 |
| Total cash fees received (Dyer) | $62,500 (2024) | Sum of board + committee retainers |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Fair Value | Vesting |
|---|---|---|---|---|
| Annual RSUs (Director grant) | Mar 11, 2024 | 9,306 RSUs | $165,000 total; priced at $17.73 per share | One-year cliff vest on Mar 11, 2025, subject to service |
| Equity mix policy (2024) | N/A | RSUs only for directors | $165,000 target equity per director | Represents change from prior option/RSU elections |
- Non-employee directors’ equity in 2024 was exclusively RSUs vesting on the one-year anniversary; no performance-based equity metrics are used for directors in 2024 .
- Dyer’s total director compensation for 2024: $227,500 (cash $62,500 + stock awards $165,000) .
Other Directorships & Interlocks
| Company | Ticker | Role | Interlocks/Conflict Notes |
|---|---|---|---|
| Principal Financial Group (Principal Funds Board) | PFG | Director (Funds Board) | No LQDT-related interlocks or related-party transactions disclosed |
- No related-party transactions involving Dyer (or other directors) in fiscal 2024; Audit Committee reviews any such transactions per charter .
Expertise & Qualifications
- 35+ years in digital marketing; deep expertise in digital transformation, advanced analytics and AI, UX, and growth strategy .
- Senior executive experience at IBM GBS and American Express; transformation roles at Publicis/Digitas; leadership across major financial institutions .
- Skills matrix recognition for media/technology and data analytics/e-commerce marketing .
- Education: MBA (University of Maryland); BA (University of Kentucky) .
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | Unvested RSUs | Options | Pledges/Hedges |
|---|---|---|---|---|---|
| Katharin S. Dyer | 35,285 | <1% | 9,306 unvested RSUs as of Sep 30, 2024 | None exercisable within 60 days; none disclosed | No pledges disclosed; non-employee directors prohibited from hedging |
- Director stock ownership guideline: 5x annual cash retainer ($225,000 equivalent), with five years to comply; each non-employee director has satisfied or is on track .
Governance Assessment
- Board effectiveness: Dyer’s chair role on Governance and membership on Compensation position her at the center of director selection, succession planning, risk oversight and pay governance; Governance met 4 times and Compensation met 6 times in fiscal 2024, indicating active committee engagement .
- Independence and attendance: Affirmed independent, with ≥75% attendance benchmark met and strong shareholder support (91% in 2024) supporting investor confidence .
- Incentives and alignment: Director pay tilted toward equity ($165k RSUs vs $45k cash), and stock ownership policy (5x cash retainer) promotes alignment; anti‑hedging rules strengthen alignment .
- Compensation structure shifts: 2024 raised total director target pay by $65k and moved to RSUs-only, increasing long-term alignment and reducing option-related risk; chair/member retainer increases align with market standards .
- Conflicts/related parties: No related-party transactions; code of conduct and Audit Committee oversight in place .
- RED FLAGS: None identified specific to Dyer. Note: CEO share pledge (1,400,000 shares) was approved and monitored by the Board under defined conditions—this is a company-level governance consideration but not attributable to Dyer .