Paul J. Hennessy

About Paul J. Hennessy

Paul J. Hennessy is an experienced marketplace and technology operator appointed as an independent director of Liquidity Services (LQDT) effective October 1, 2025; he will serve as a Class II director until the 2026 Annual Meeting and was simultaneously appointed to the Audit Committee and the Corporate Governance & Nominating Committee . He currently serves as CEO of Shutterstock, Inc. and has over 30 years of leadership experience scaling technology-enabled marketplaces; he holds a B.S. in marketing management from Dominican College and an M.B.A. from Long Island University . The Board determined he is independent under Nasdaq standards and committee independence requirements, and disclosed no related party transactions or family relationships in connection with his appointment .

Past Roles

External Roles

Board Governance

• Independence and appointment: Board determined Hennessy is independent for Board, Audit, and Governance Committee service; appointed effective Oct 1, 2025; Class II term through the 2026 Annual Meeting .
• Committees: Appointed to Audit Committee and Corporate Governance & Nominating Committee (not as chair) .
• Board structure and oversight context: In FY2024, the Board met 6 times and each director attended at least 75% of Board and committee meetings; current standing committees are Audit, Compensation, and Governance; Lead Independent Director is Beatriz V. Infante .
• Committee cadence and responsibilities (relevant to Hennessy’s assignments): Audit Committee met 4 times in FY2024; Governance Committee met 4 times in FY2024; Compensation Committee met 6 times in FY2024 .
• Audit Committee composition and expertise context: Audit members were Fall (Chair), Ellis, and Infante, with Ellis and Fall designated audit committee financial experts (Hennessy’s future designation not indicated) .

Fixed Compensation

Non-employee director compensation framework (calendar 2024) and committee retainers (policy reference for Hennessy’s compensation structure; 2025 policy will apply per 8-K):

• Hennessy compensation mechanics: Company disclosed he “will be compensated” consistent with the non-employee director compensation policies for calendar 2025, including cash retainers for committee service and equity grants under the LTIP; specific 2025 dollar amounts not enumerated in the 8-K .
• Stock ownership guidelines for alignment: Non-employee directors must hold shares equal to 5x the annual cash retainer for Board service within 5 years of appointment; anti-hedging policy prohibits hedging transactions by directors .

Performance Compensation

Directors receive time-based RSUs; option elections were discontinued in 2024 in favor of 100% RSU grants for non-employee directors.

• No director performance metrics (e.g., TSR, revenue) are tied to non-employee director equity; structure is time-based RSUs to align with shareholders without incentivizing excessive risk .

Other Directorships & Interlocks

• Related-party and independence checks at appointment: No Item 404(a) related party transactions; no family relationships; no appointment arrangements with third parties .

Expertise & Qualifications

• Technology-enabled marketplaces and e-commerce executive leadership (Priceline/Booking, Vroom, Shutterstock) .
• Marketing and distribution leadership in scaled consumer internet platforms .
• Education: B.S. marketing management (Dominican College); M.B.A. (Long Island University) .

Equity Ownership

• Beneficial ownership and initial award: As of the appointment disclosure, the Company did not report Hennessy’s individual beneficial ownership or a specific grant size; the 8-K states he will receive compensation consistent with non-employee director policies and under the LTIP .
• Ownership alignment policies: Directors must meet 5x cash retainer ownership within 5 years; hedging prohibited .

Governance Assessment

• Positives for board effectiveness:

  • Deep, directly relevant marketplace operating experience adds domain expertise to Audit and Governance oversight, useful for risk management around platform integrity, data, and revenue recognition in marketplace models .
  • Independence confirmed; no related-party ties; strengthens majority-independent board posture and committee independence .
  • Director pay emphasizes equity via RSUs and strong ownership guidelines (5x cash retainer), improving long-term alignment .

• Watch items / potential risks:

  • Time commitments: Sitting public-company CEO (Shutterstock) serving on LQDT’s Audit and Governance Committees could elevate workload risk; monitor attendance and engagement in FY2026 proxy given FY2024 committees met 4–6 times each .
  • Audit Committee expertise designation: Current audit financial experts are Ellis and Fall; Hennessy is not (yet) designated—no issue per se, but relevant for committee skill mix .

• Compensation structure signals: Transition to 100% RSU grants for directors (no options) increases certainty and lowers risk-taking incentives; committee and leadership retainers elevated in 2024 to market levels, suggesting intent to attract/retain skilled independent directors .

• RED FLAGS: None disclosed at appointment (no related-party transactions, no family relationships, independence affirmed) . Lead Independent Director role and committee structure remain intact, mitigating concentration of power .

Appendix: Director Compensation Context (FY2024 actuals for incumbents)

Notes: In March 2024, each non-employee director received 9,306 RSUs ($165,000 value at $17.73 close) vesting March 11, 2025; cash retainers adjusted effective April 1, 2024 . Hennessy will be compensated per the 2025 non-employee director policy and the Company’s LTIP, per 8-K appointment disclosure .