Steven J. Weiskircher
LIQUIDITY SERVICESAbout Steven J. Weiskircher
Chief Technology Officer (CTO) at Liquidity Services, Inc. since August 2019; age 51 as of the 2025 proxy. Background includes leadership in omnichannel/digital delivery at GameStop, CIO at ThinkGeek, plus prior CIO/IT roles at Fanatics and Crutchfield; U.S. Army Signal Corps Captain. Education: B.S. Mechanical Engineering (Virginia Tech) and M.S. Management Information Systems (University of Virginia) . Company performance context: FY2024 revenue $363M and GMV $1.367B; registered buyers +7% YoY to ~5.5M; auction participants +22% YoY to ~4.0M . Over FY2020–FY2024, revenue rose materially and EBITDA improved; see table below for trend (values from S&P Global).*
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenues ($USD) | $205,940,000* | $257,531,000* | $280,050,000* | $314,462,000* | $363,318,000* |
| EBITDA ($USD) | $450,000* | $33,140,000* | $29,471,000* | $31,167,000* | $31,382,000* |
Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GameStop | VP, Omnichannel, Marketing & Digital Delivery Technology | Jul 2018 – Jul 2019 | Led omnichannel and digital delivery tech initiatives |
| ThinkGeek | Chief Information Officer | Feb 2013 – Jul 2018 | Scaled e-commerce technology and operations |
External Roles
No public company directorships disclosed for Mr. Weiskircher .
Fixed Compensation
| Item | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | $379,990 | $401,000 | $414,000 (+3%) |
| Target Bonus (% of Salary) | 50% | 50% | 50% |
| Target Bonus ($) | — | $200,500 | $207,000 |
| Actual Annual Incentive ($) | $132,997 (paid for FY2023 perf) | $148,370 (paid for FY2024 perf) | — |
Multi-year Summary Compensation (pay mix and totals):
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non‑Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | $348,295 | $560,773 | $263,817 | $54,961 | $12,140 | $1,239,986 |
| 2023 | $379,990 | $423,594 | $167,776 | $132,997 | $11,434 | $1,115,791 |
| 2024 | $401,000 | $699,363 | $262,626 | $148,370 | $13,970 | $1,525,329 |
Performance Compensation
Annual Incentive Plan (AIP) design and FY2024 outcomes:
| Metric | Weight | Threshold | Target | Maximum | FY2024 Payout Factor |
|---|---|---|---|---|---|
| Consolidated Direct Profit | 50% | $176.2M | $191.6M | $203.0M | 80% of target |
| Consolidated Adjusted EBITDA (AEBITDA) | 50% | $46.2M | $51.6M | $56.3M | 68% of target |
FY2024 individual outcome for Steven J. Weiskircher:
| Target (% of Salary) | Target ($) | Actual Payout ($) | Actual as % of Target |
|---|---|---|---|
| 50% | $200,500 | $148,370 | 74% |
Long-Term Equity (FY2024 awards; mix 70% RSUs / 30% Options; half time-based, half performance-based):
| Award Type | Count | Exercise Price | Vesting Schedule | Performance Goals |
|---|---|---|---|---|
| Time-Based Options | 14,430 | $17.31/share | 12/48ths on 1/1/2025; 1/48th monthly for 36 months thereafter | N/A |
| Performance-Based Options | 14,430 (target) | $17.31/share | Vests quarterly from 1/1/2025 through 1/1/2027 subject to goal attainment and annual vesting caps | Trailing 12‑mo Consolidated Direct Profit & AEBITDA; each metric independently weighted 50% |
| Time-Based RSUs | 17,850 | — | 25% on each of 1/1/2025, 1/1/2026, 1/1/2027, 1/1/2028 | N/A |
| Performance-Based RSUs | 17,850 (target) | — | Vests quarterly from 1/1/2025 through 1/1/2027 subject to goal attainment and annual vesting caps | Same as above |
Performance-based vesting thresholds (each metric evaluated independently; cumulative vesting across measurement dates; caps: ≤33% in year 1, ≤66% through year 2):
- Consolidated Direct Profit: $195M=10%, $205M=20%, $215M=30%, $225M=40%, $235M=50% of total performance grant .
- Consolidated AEBITDA: $52.5M=10%, $56M=20%, $59M=30%, $62M=40%, $65M=50% of total performance grant .
Equity Ownership & Alignment
Beneficial ownership and near-term vest/exercise:
| As of Record Date | Beneficial Shares | Options Exercisable ≤60 Days | RSUs Vesting ≤60 Days | % Outstanding |
|---|---|---|---|---|
| Jan 2, 2025 | 77,827 | 7,020 | 5,584 | <1% |
| Jan 3, 2024 | 118,306 | 20,429 | 0 (none scheduled ≤60 days) | <1% |
Ownership policies:
- Executive ownership guideline: 150% of base salary (CEO 600%); five-year compliance window; NEOs have satisfied or are on track .
- Anti-hedging/pledging: Executives may not hedge or pledge Company stock without Board approval; only CEO has an approved pledge (1.4M shares); no such approval for other NEOs .
Employment Terms
| Provision | Summary |
|---|---|
| Agreement Form | Amended & Restated Employment Agreement entered Jan 2023; consistent terms across NEOs |
| Term | Continues until terminated per agreement |
| Severance (without cause / good reason) | 12 months base salary + target annual incentive for year of termination + lump-sum COBRA premium differential for 12 months, subject to release |
| Death/Disability | Death: base through next full calendar month and accrued amounts; Disability: 25% of annual base salary plus accrued amounts |
| Change-of-Control | Unvested options/RSUs vest if awards are not assumed/continued/substituted; unvested options also vest upon involuntary termination within one year post-change-of-control |
| Non-Compete/Non-Solicit | Generally up to 12 months post-termination; plus confidentiality and IP assignment obligations |
| Clawback | Amended policy effective Oct 1, 2023 to comply with Dodd-Frank/Nasdaq recovery requirements |
| Tax Gross-Ups | No excise tax gross-ups provided |
Compensation Committee Analysis
- Committee composition (FY2024→FY2025): Infante (Chair), Dyer, Kolodzieski; 6 meetings in FY2024 .
- Independent consultant: Aon plc engaged; peer group updated; market competitiveness reviewed; no conflicts identified .
- Peer context (FY2024): Revenue ~42nd percentile; headcount ~17th percentile; market cap ~50th percentile vs peer group in e‑commerce/tech .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: ~98% support; program maintained with performance emphasis (AEBITDA & Direct Profit) .
Investment Implications
- Pay-for-performance linkage: AIP and performance-based equity tied to two operating metrics (Direct Profit and AEBITDA), with clear thresholds and caps—alignment is strong and disincentivizes excessive risk taking .
- Vesting supply dynamics: Near-term vesting of 5,584 RSUs and exercisability of 7,020 options as of early 2025 modestly increase potential share supply; monitor Form 4 activity for execution risk and selling pressure signals .
- Retention risk: Market-aligned severance (12 months base + target bonus) and multi-year equity vesting should support retention; non-compete and clawback provisions add discipline .
- Ownership alignment: Executive stock ownership policy (150% of salary), anti-hedging/pledging restrictions (with only CEO’s pledge approved) support alignment; Weiskircher’s beneficial stake and ongoing vesting provide continued exposure to equity value creation [30:24