William P. Angrick, III
LIQUIDITY SERVICESAbout William P. Angrick, III
Co-founder of Liquidity Services, Inc., William P. Angrick, III has served as Chairman and CEO since January 2000; age 57; education includes an MBA from Kellogg (Northwestern), BBA with honors from Notre Dame, and CPA certification earned in 1990 . The Board expressly supports combining CEO and Chairman roles and mitigates independence concerns via a Lead Independent Director with robust responsibilities . Under his leadership, LQDT delivered cumulative TSR value of $306 from a $100 base in FY2024 (company), versus $33 for the peer group, and posted Net Income of $19.99M and Consolidated Adjusted EBITDA of $48.5M in FY2024 . Operationally in FY2024, LQDT achieved GMV of $1.367B, revenue of $363M, +7% growth in registered buyers to 5.5M, and +22% auction participation to ~4.0M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Deutsche Banc Alex. Brown (Consumer & Business Services Investment Banking) | Investment Banker | 1995–1999 | Sector experience, capital markets and M&A grounding prior to co-founding LQDT |
External Roles
No external public-company directorships disclosed for Mr. Angrick in the proxy biography; he is a co-founder, Chairman and CEO of LQDT .
Fixed Compensation
| Item | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary | $435,000 | $460,000 | $470,000 |
| Target Bonus % of Salary | 150% | 150% | 150% |
| Target Bonus ($) | $652,500 | $690,000 | $705,000 |
Notes:
- The Compensation Committee may not reduce NEO salaries without consent; base increases reflect market alignment and performance considerations .
Performance Compensation
Annual Incentive Plan (AIP) – FY2024
| Metric | Weight | Threshold | Target | Maximum | Actual Achievement | Payout (% of Target) | CEO Actual Bonus ($) |
|---|---|---|---|---|---|---|---|
| Consolidated Direct Profit | 50% | $176.2M | $191.6M | $203.0M | Above threshold, below target | 80% | $510,600 |
| Consolidated Adjusted EBITDA | 50% | $46.2M | $51.6M | $56.3M | Above threshold, below target | 68% | $510,600 total across both metrics = 74% of target |
Program design details:
- CEO target bonus 150% of salary ($690,000) with a cap of 150% on any metric . FY2024 payout equaled 74% of target for all NEOs due to sub-target performance on both metrics .
- FY2025 metrics remain Consolidated Direct Profit and Consolidated AEBITDA, equally weighted, with the same 150% cap; CEO target $705,000 .
Long-Term Incentives (LTI) – FY2024 Grants
| Award Type | Grant Date | Quantity | Exercise Price | Vesting Schedule | Performance Goals | Grant Date Fair Value |
|---|---|---|---|---|---|---|
| Time-Based Options | 12/22/2023 | 50,170 | $19.04 (110% FMV due to >10% ownership) | 12/48th on 1/1/2025; 1/48th monthly thereafter for 36 months | N/A | $447,516 |
| Time-Based RSUs | 12/05/2023 | 61,635 | N/A | 25% on each 1/1/2025, 1/1/2026, 1/1/2027, 1/1/2028 | N/A | $1,207,430 |
| Performance-Based Options | 12/22/2023 | 50,170 (target) | $19.04 | Quarterly measurement 1/1/2025 to 1/1/2027; cumulative vesting limits: ≤33% year 1; ≤66% first two years | Trailing 12-month Consolidated Direct Profit and AEBITDA equally weighted; step vesting table below | $447,516 (max performance assumed) |
| Performance-Based RSUs | 12/05/2023 | 61,635 (target) | N/A | Same quarterly measurement/cumulative limits as above | Same performance table below | $1,207,430 (max performance assumed) |
Performance vesting thresholds (each metric independently measured quarterly; vesting is cumulative and weighted 50/50):
- Consolidated Direct Profit: $195M→10%; $205M→20%; $215M→30%; $225M→40%; $235M→50%
- Consolidated AEBITDA: $52.5M→10%; $56M→20%; $59M→30%; $62M→40%; $65M→50%
Program integrity:
- Award timing set on fixed schedule; options priced at or above FMV; CEO ISO exercise price ≥110% of FMV; no grant timing around MNPI .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 7,837,582 shares (24.4% of shares outstanding) |
| Ownership Breakdown | Includes holdings across family trusts; disclaims beneficial ownership of certain trust-held shares; also includes 1,086,368 options exercisable within 60 days and 25,120 RSUs vesting within 60 days |
| Shares Pledged (Collateral) | 1,400,000 shares pledged; Board pre-approved on 9/11/2020 and extended 12/6/2021, with 50% LTV and limited size vs holdings; approval remains until revoked |
| Executive Ownership Guideline | CEO required to hold ≥600% of base salary; NEOs have satisfied or are on track |
| Anti-Hedging/Pledging Policy | Hedging/pledging prohibited without Board approval; CEO pledge approved; others require Board consent |
Employment Terms
| Provision | CEO Terms |
|---|---|
| Agreement Form | Amended & Restated Employment Agreement (Jan 2023), aligned across NEOs |
| Term | Continues until terminated per agreement |
| Severance (Without Cause / Good Reason) | 12 months base salary + target bonus for year of termination; plus COBRA premium-related lump sum; contingent on release |
| Death/Disability | Death: base through next full month + unpaid amounts; Disability: 25% of annual base + unpaid amounts |
| Change-of-Control (Equity) | Unvested options/RSUs vest if awards are not assumed/continued/substituted; unvested options vest if involuntary termination within one year post-change-of-control (double trigger); option term ≤10 years |
| Restrictive Covenants | Confidentiality; non-compete up to 12 months; non-solicit 12 months; IP assignment |
| Clawback | Dodd-Frank/Nasdaq-compliant restatement-based clawback effective Oct 1, 2023 |
| Tax Gross-ups | None provided |
Board Governance (Angrick’s Board Service, Committees, Dual Role)
- Board Service: Director since January 2000; Class I; not independent; current term expired at 2025 meeting; nominated for a new three-year term .
- Committees: None (as CEO/Chair) .
- Attendance: Board met 6 times in FY2024; each director attended ≥75% of Board and committee meetings .
- Dual Role: Board supports combining CEO and Chair; mitigations include a robust Lead Independent Director role (executive sessions, agenda approval, CEO performance assessment) held by Beatriz V. Infante since Feb 1, 2023 .
- Director Compensation: Employee directors (including the CEO) receive no director compensation .
Director Compensation (Context)
- Non-employee director total annual target compensation: $210,000 (cash $45,000; equity RSUs $165,000; effective 2024) .
- Additional cash retainers for lead director and committee roles; RSUs vest on one-year anniversary .
Compensation Committee Analysis
- Composition and Independence: Compensation Committee members are independent; Chair: Beatriz V. Infante; members: Katharin S. Dyer, Edward J. Kolodzieski; met 6 times in FY2024 .
- Consultant: Aon plc engaged; independence assessed; peer group updated; market benchmarking uses Radford Global Tech Survey and e-commerce peers; no fixed percentile targeting .
- Peer Group changes FY2024: Added ACV Auctions, Everbridge, Magnite, Model N; removed SPS Commerce and Quotient Technology (acquired) .
- Say-on-Pay: 2024 advisory vote approval ~98%; Compensation program unchanged as a direct result .
Multi-Year Compensation and Performance
CEO Summary Compensation (SCT totals)
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Salary | $420,000 | $435,000 | $460,000 |
| Stock Awards (Grant-date FV) | $2,522,676 | $2,070,096 | $2,414,859 |
| Option Awards (Grant-date FV) | $1,184,952 | $796,876 | $895,033 |
| Non-Equity Incentive Plan Compensation | $198,828 | $456,750 | $510,600 |
| All Other Compensation | $14,040 | $13,295 | $15,650 |
| Total | $4,340,496 | $3,772,017 | $4,296,142 |
Pay-for-Performance: TSR, Net Income, Adjusted EBITDA
| Measure | FY2021 | FY2022 | FY2023 | FY2024 |
|---|---|---|---|---|
| Value of $100 Investment – Company TSR | $290 | $218 | $236 | $306 |
| Value of $100 Investment – Peer Group TSR | $113 | $74 | $92 | $33 |
| Net Income ($000s) | $50,949 | $40,324 | $20,978 | $19,991 |
| Consolidated Adjusted EBITDA ($000s) | $42,888 | $42,747 | $45,855 | $48,500 |
FY2024 Operating Milestones
| Metric | FY2024 |
|---|---|
| Gross Merchandise Volume (GMV) | $1.367B |
| Revenue | $363M |
| Registered Buyers | ~5.5M (+7% YoY) |
| Auction Participants | ~4.0M (+22% YoY) |
Related Party Transactions and Section 16
- No related party transactions >$120,000 since the beginning of FY2024 .
- Section 16: All timely filings in FY2024 except one director’s delayed Form 4 (administrative oversight); no issues noted for the CEO .
Risk Indicators & Red Flags
- Combined CEO/Chairman role mitigated by Lead Independent Director with defined duties; nonetheless, governance optics warrant monitoring .
- Pledged shares: 1.4M shares pledged; Board-approved with risk-mitigating conditions; pledging introduces potential forced sale risk in downside scenarios .
- Clawback adopted per Nasdaq rules; no excise tax gross-ups; no single-trigger equity acceleration generally; change-of-control terms require non-assumption or post-CIC termination for acceleration .
- No related-party transactions reported; Section 16 compliance largely timely .
Equity Ownership & Alignment Details
| Component | CEO Status |
|---|---|
| Ownership Guideline | 600% of salary; NEOs satisfied/on track |
| Beneficial Ownership % | 24.4% |
| Options Exercisable ≤60 Days | 1,086,368 |
| RSUs Vesting ≤60 Days | 25,120 |
| Pledged Shares | 1,400,000 (Board-approved) |
| Anti-Hedging/Pledging | Prohibited without Board approval |
Investment Implications
- Alignment: Very high equity emphasis (CEO LTI target ~720% of salary) and AIP tied to Consolidated Direct Profit and AEBITDA suggest strong pay-for-performance and stockholder alignment; FY2024 AIP payout at 74% of target underscores discipline when results are sub-target .
- Execution track record: Four-year TSR markedly outperformed peer group; EBITDA trended upward to $48.5M; operational KPIs (buyers, auction participants) grew double-digit, supporting scale benefits in marketplaces .
- Retention and risk: Employment terms include 12 months salary + target bonus severance and double-trigger CoC vesting, balancing retention and shareholder protections; however, pledged shares introduce potential selling pressure in adverse markets—monitor leverage terms and any amendments .
- Governance: Dual CEO/Chairman role offset by an empowered Lead Independent Director and independent committees using Aon; strong say-on-pay (98%) and clawback policy reduce governance risk, though continued vigilance on performance targets and peer group evolution is warranted .