Mark A. Shaffer
LIQUIDITY SERVICESAbout Mark A. Shaffer
Mark A. Shaffer is Chief Legal Officer and Corporate Secretary of Liquidity Services, Inc. (LQDT), serving in this role since July 2016, with prior tenure at LQDT as Senior Associate General Counsel and Assistant General Counsel (2012–2016). He holds a B.S. in Foreign Service and a J.D. from Georgetown University and became an NACD Board Leadership Fellow in 2020 . LQDT’s FY2024 operating backdrop included GMV of ~$1.367B, revenue of ~$363M, registered buyers up 7% to ~5.5M, and auction participants up 22% YoY, conditions that informed executive incentive design and payouts . Revenues increased from FY2023 to FY2024; EBITDA was broadly stable over the same period (see “Performance & Track Record”) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Liquidity Services, Inc. | Chief Legal Officer & Corporate Secretary | Jul 2016–present | Leads legal, compliance, governance; oversees Board/committee processes . |
| Liquidity Services, Inc. | Senior Associate GC; Assistant GC | Sep 2012–Jul 2016 | Supported commercial, corporate legal needs; internal promotion pipeline . |
| Barnes Group, Inc. | Senior Counsel & Global Compliance Officer | Jun 2010–Aug 2012 | Global compliance framework and industrial/aerospace legal support . |
| Miller Canfield | Senior Counsel | Not disclosed | Industrial/automotive M&A and commercial negotiations . |
| Kmart Corporation | Senior Counsel | Not disclosed | Corporate legal matters . |
| LeBoeuf, Lamb, Greene & MacRae LLP | Associate | Not disclosed | Law firm experience . |
| Latham & Watkins LLP | Associate | Not disclosed | Law firm experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| National Association of Corporate Directors (NACD) | Board Leadership Fellow | 2020 | Governance credential . |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | $387,000 | $407,000 (5% increase) |
| AIP Target (% of Salary) | 50% | 50% |
| AIP Target ($) | $193,500 | $203,500 |
| AIP Maximum (% of Salary) | 75% | 75% |
| AIP Maximum ($) | $290,250 | $305,250 |
| Actual AIP Paid ($) | $143,190 (74% of target) | TBD (metrics set; payout not yet disclosed) |
Performance Compensation
- Annual Incentive (FY2024)
- Structure: Two metrics, equally weighted (50%/50%) — Consolidated Direct Profit and Consolidated Adjusted EBITDA (“Consolidated AEBITDA”); payout capped at 150% of target .
- Achievement levels and outcomes:
| Metric | Weight | Threshold | Target | Maximum | FY2024 Payout vs Target |
|---|---|---|---|---|---|
| Consolidated Direct Profit | 50% | $176.2M | $191.6M | $203.0M | 80% |
| Consolidated AEBITDA | 50% | $46.2M | $51.6M | $56.3M | 68% |
- Long-Term Equity (FY2024 awards granted Dec 2023)
- Mix: 70% RSUs / 30% Options; half time-based, half performance-based .
- Time-based vesting: Options vest 12/48ths on 1/1/2025 then 1/48th monthly for 36 months; RSUs vest 25% on 1/1/2025, 1/1/2026, 1/1/2027, 1/1/2028 .
- Performance-based vesting: Trailing 12-month Consolidated Direct Profit and Consolidated AEBITDA measured each quarter across Measurement Dates from 1/1/2025 to 1/1/2027; each metric vests 10–50% of total award at increasing thresholds, independently weighted and cumulatively vesting, subject to caps on first/second year vesting .
| Metric | 10% Vest | 20% Vest | 30% Vest | 40% Vest | 50% Vest |
|---|---|---|---|---|---|
| Consolidated Direct Profit (Trailing 12M) | $195M | $205M | $215M | $225M | $235M |
| Consolidated AEBITDA (Trailing 12M) | $52.5M | $56M | $59M | $62M | $65M |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 71,026 shares (incl. trust, options exercisable within 60 days, and RSUs vesting within 60 days) |
| Components | 47,467 shares (Mark A. Shaffer Revocable Trust); 20,071 options exercisable ≤60 days; 3,488 RSUs vesting ≤60 days |
| Ownership as % of Outstanding | <1% (as reported in table; 32,176,217 basis) |
| Stock Ownership Guideline | 150% of annual base salary for NEOs; 5-year compliance window; NEOs have satisfied or are on track |
| Hedging/Pledging | Executive hedging/pledging prohibited without advance Board approval; only CEO has approved pledge (1.4M shares); no such approval for Mr. Shaffer |
| Near-Term Vesting (supply indicator) | 3,488 RSUs scheduled to vest within 60 days of Jan 2, 2025 record date; time-based RSUs vest 25% on 1/1 annually through 2028; performance awards may vest quarterly through 1/1/2027 subject to goals . |
Employment Terms
| Provision | Terms |
|---|---|
| Agreement | Amended & Restated Employment Agreement (Jan 2023); common terms across NEOs |
| Term | Indefinite; continues until terminated per agreement |
| Severance (no CoC) | If terminated by Company other than for cause/disability/death, or by NEO for good reason: 12 months base salary + target bonus for fiscal year of termination, plus a lump-sum for 12 months COBRA premiums net of employee contribution; subject to release |
| Change-in-Control (CoC) Equity | Unvested options/RSUs vest early if awards are not assumed/continued/substituted in a CoC; unvested options also vest if involuntarily terminated within one year following a CoC (double trigger) |
| Option Term | Not to exceed 10 years; ISO price floors and 10% shareholder ISO rules apply generally |
| Restrictive Covenants | Confidentiality; non-compete up to 12 months post-employment; non-solicit of employees/clients 12 months |
| Clawback | Dodd-Frank-compliant clawback policy amended effective Oct 1, 2023 |
| Anti‑hedging | Executive/insider prohibitions described; Board approval required for any exceptions |
| Tax Gross‑ups | Company does not provide excise tax gross-ups |
| Perquisites | Limited (e.g., 401(k) match; disability and life insurance; small reimbursements) |
FY2024 Grants to Mark A. Shaffer (Award Design and Scale)
| Award Type | Grant Date | Approval Date | Shares/Options | Exercise Price | Grant Date Fair Value |
|---|---|---|---|---|---|
| Time-Based Options | 12/22/2023 | 12/5/2023 | 11,825 | $17.31 | $107,608 |
| Time-Based RSUs | 12/5/2023 | 12/5/2023 | 14,630 | N/A | $286,602 |
| Performance Options | 12/22/2023 | 12/5/2023 | 11,825 (target) | $17.31 | $107,608 (assumes max) |
| Performance RSUs | 12/5/2023 | 12/5/2023 | 14,630 (target) | N/A | $286,602 (assumes max) |
| AIP Cash (FY2024) | N/A | 12/5/2023 | Threshold $38,700; Target $193,500; Max $290,250 | N/A | N/A |
- FY2024 vesting schedules for these awards follow the time-based and performance frameworks described above .
Performance & Track Record
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($) | $314.462M | $363.318M |
| EBITDA ($) | $31.167M* | $31.382M* |
- Values retrieved from S&P Global.
- FY2024 operating highlights: GMV ~$1.367B; registered buyers ~5.5M (+7% YoY); ~4.0M auction participants (+22% YoY) .
- Say‑on‑pay support: ~98% “FOR” at 2024 meeting; Compensation Committee maintained pay framework aligned to performance metrics and peer practices .
- Compensation peer group updated for FY2024 (e.g., ACV Auctions, Everbridge, Magnite, Model N; broader list see proxy); LQDT positioned ~50th percentile for market cap, ~42nd revenue percentile vs peers; no fixed percentile target for pay .
Compensation Structure Analysis
- Year-over-year changes: Base salary up 9% in FY2024 and a further 5% in FY2025 to align with market; AIP targets unchanged (50% of salary) .
- Equity mix: Continued emphasis on RSUs (70%) vs options (30%) for FY2024, with half of each tied to multi-year performance goals — increasing at‑risk, performance‑based pay and retention through vesting period to 2027–2028 .
- Performance metrics: AIP and PSU/option goals tied to Direct Profit and Adjusted EBITDA; FY2024 payouts at 74% of target reflect below‑target performance on both metrics, signaling disciplined pay-for-performance .
- Clawback, no tax gross-ups, and anti-hedging/pledging policies reinforce governance quality and alignment .
Risk Indicators & Red Flags
- Pledging: None for Mr. Shaffer; CEO pledge of 1.4M shares was board-approved and monitored; mitigants documented .
- Related party transactions: None reported in FY2024 .
- Section 16(a) compliance: No Shaffer-related delinquencies disclosed; one director’s late filing cited for FY2024 .
- Equity overhang and dilution management: Company balances burn rate, net share repurchases, and withheld shares; not specific to Shaffer but relevant context for equity award value realization .
Equity Ownership & Alignment Table (Detailed)
| Component | Amount |
|---|---|
| Shares held (Revocable Trust) | 47,467 |
| Options exercisable ≤60 days | 20,071 |
| RSUs vesting ≤60 days | 3,488 |
| Total beneficial ownership | 71,026 |
| % of shares outstanding | <1% |
| Ownership guideline | 150% of salary; status: satisfied/on track |
| Hedging/pledging by Shaffer | None (Board approval required; only CEO pledge approved) |
Employment Terms Table (Detailed)
| Trigger | Cash Severance | Equity Treatment | Other |
|---|---|---|---|
| Involuntary termination (no CoC) or good reason | 12 months base + target bonus; lump-sum COBRA net of employee contribution; subject to release | Standard vesting continues per award; no automatic acceleration absent CoC provisions | Non-compete up to 12 months; non-solicit 12 months; confidentiality/IP |
| Change‑in‑Control (awards not assumed) | N/A | Accelerated vesting if not assumed/continued/substituted | |
| Change‑in‑Control + involuntary termination ≤1 year (double trigger) | N/A | Unvested options/awards vest (double trigger) | |
| Clawback | N/A | Incentive comp subject to Dodd‑Frank clawback policy (Oct 1, 2023) | |
| Tax gross‑ups | None | N/A |
Investment Implications
- Pay-for-performance alignment: AIP and multi-year performance equity based on Direct Profit and Adjusted EBITDA, with FY2024 payout at 74% of target signaling rigor; continued equal weighting and capped upside suggest disciplined risk-taking and reduced overpayment risk .
- Retention and supply signals: Material unvested RSUs/options with multi-year vesting through 2027–2028 support retention; near-term scheduled vesting (e.g., RSUs within 60 days of record date; annual 25% time-based RSU tranches; quarterly PSU/option vesting subject to goals) could introduce intermittent selling pressure around vest dates and open windows .
- Alignment and governance: Ownership guideline compliance, no hedging/pledging by Shaffer, robust clawback, and absence of tax gross-ups underscore investor-friendly posture; severance/change-of-control terms are market-standard and balanced (single-trigger only if awards are not assumed; otherwise, double-trigger) .
- Company performance context: Revenue growth in FY2024 alongside stable EBITDA provides a supportive backdrop; equity-heavy compensation mix tightly ties realized pay to long-term operating execution and stock performance .