Definitive proxy statements

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)

12 Months Ended

Jun. 30, 2025

Jun. 30, 2024

Jun. 30, 2023

Jun. 30, 2022

Jun. 30, 2021

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

Pay Versus Performance

As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation deemed to be "actually paid" (as that term is used in Item 402(v)) and certain key metrics relating to A-Mark's financial performance. For further information concerning how our executive compensation program is structured and how we align executive compensation with A-Mark's performance, please see the section “Compensation Discussion and Analysis” above.


										Value of initial fixed $100 investment from June 30, 2020:
Fiscal Year	Summary compensation table total for CEO $		Compensation actually paid to CEO $			Average summary compensation table total for other NEOs $		Average compensation actually paid to other NEOs $		A-Mark total stockholder return $		Peer group total stockholder return $		Net Income attributable to A-Mark ($,000s)		Pre-tax profits ($,000s)
2025		1,287,246		(909,765	)		809,033		787,334		300.41		254.40		17,320		21,270
2024		6,988,581		4,568,494			618,057		590,917		427.09		127.32		68,546		82,778
2023		1,451,081		1,809,983			974,708		1,216,967		468.95		86.38		156,360		203,170
2022		1,661,309		4,550,182			1,152,770		1,691,984		383.74		69.97		132,536		166,417
2021		1,951,844		8,606,607			795,315		1,385,858		267.34		195.03		159,637		192,801

The Principal Executive Officer (‘‘CEO’’) and Other NEOs for the applicable fiscal years were as follows:

2025, 2024 and 2021: Mr. Roberts served as our CEO, and Mr. Gjerdrum, Mr. Aquilino, Ms. Simpson-Taylor and Ms. Meltzer served as our Other NEOs.

2023 and 2022: Mr. Roberts served as our CEO and Messrs. Gjerdrum, Wittmeyer, Aquilino and Ms. Simpson-Taylor served as our Other NEOs.

The companies listed below are the peer companies included in the table above, in the indicated lines of business. The same companies constituted our peer companies for fiscal 2025, 2024 and 2023:


Alternative Brokerage Firms	Alternative Financial Services	E-Commerce
BGC Group, Inc. (BGC)	Enova International, Inc. (ENVA)	Carvana Co. (CVNA)
IG Group Holdings plc (IGG.L)	EZCORP, Inc. (EZPW)	Stitch Fix, Inc. (SFIX)
StoneX Group Inc. (SNEX)	FirstCash Holdings, Inc. (FCFS)	The Lovesac Company (LOVE)
Swissquote Group Holding Ltd (SQN.SW)	Regional Management Corp. (RM)	Liquidity Services, Inc. (LQDT)
B. Riley Financial, Inc. (RILY)	World Acceptance Corporation (WRLD)	Beyond, Inc. (BYON)
Oppenheimer Holdings Inc. (OPY)	GreenDot Corporation (GDOT)	PC Connection, Inc. (CNXN)

The Summary Compensation Table totals reported for our CEO for fiscal 2021 - 2025 and those amounts for the Other NEOs reflected in the table above were subject to the following adjustments per Item 402(v)(2)(iii) of Regulation S-K to calculate “compensation actually paid”:


	2025						2024						2023					2022						2021
	CEO			Average for other NEOs			CEO			Average for other NEOs			CEO		Average for other NEOs			CEO			Average for other NEOs			CEO		Average for other NEOs
Summary Compensation Table Total		1,287,246			809,033			6,988,581			618,057			1,451,081		974,708			1,661,309			1,152,770			1,951,844		795,315
Adjustments:
Deduction for amount reported under the “Stock Awards” and “Option Awards” Columns of the Summary Compensation Table		—			(269,273	)		(5,652,036	)		—			—		(41,402	)		(212,476	)		(266,906	)		—		—
Increase - year-end fair value of equity awards granted during year that remain unvested at year end (1)		—			275,992			3,231,949			—			—		36,395			—			232,780			—		—
Increase - vest-date fair value of equity awards granted during year that vested during year		—			—			—			—			—		—			212,476			42,498			—		—
Increase/deduct - Change in fair value of all equity awards unvested at prior year end and at year end (year-end fair value minus prior-year-end fair value)		(2,197,011	)		—			—			(18,077	)		—		186,979			1,432,515			418,359			4,547,502		425,592
Increase/deduct - Change in fair value of all equity awards unvested at prior year end that vested during year (vest date fair value minus prior-year-end fair value)		—			(28,418	)		—			(17,725	)		358,902		48,738			1,456,358			112,483			2,107,261		164,951
Deduct - Fair value of equity awards unvested at prior year end but forfeited during year (deduct fair value at prior year end)		—			—			—						—		—			—			—			—		—
Increase - dividends paid on restricted stock and dividend equivalents accrued on unvested equity awards during the year (not otherwise counted in the Summary Compensation Table or year-end or vest-date fair value of equity awards)		—			—			—			8,662			—		11,549			—			—			—		—
Total adjustments:		(2,197,011	)		(21,699	)		(2,420,087	)		(27,140	)		358,902		242,259			2,888,873			539,214			6,654,763		590,543
Compensation actually paid		(909,765	)		787,334			4,568,494			590,917			1,809,983		1,216,967			4,550,182			1,691,984			8,606,607		1,385,858

Company Selected Measure Name

pre-tax profit

Named Executive Officers, Footnote

The Principal Executive Officer (‘‘CEO’’) and Other NEOs for the applicable fiscal years were as follows:

2025, 2024 and 2021: Mr. Roberts served as our CEO, and Mr. Gjerdrum, Mr. Aquilino, Ms. Simpson-Taylor and Ms. Meltzer served as our Other NEOs.

2023 and 2022: Mr. Roberts served as our CEO and Messrs. Gjerdrum, Wittmeyer, Aquilino and Ms. Simpson-Taylor served as our Other NEOs.

Peer Group Issuers, Footnote

The companies listed below are the peer companies included in the table above, in the indicated lines of business. The same companies constituted our peer companies for fiscal 2025, 2024 and 2023:


Alternative Brokerage Firms	Alternative Financial Services	E-Commerce
BGC Group, Inc. (BGC)	Enova International, Inc. (ENVA)	Carvana Co. (CVNA)
IG Group Holdings plc (IGG.L)	EZCORP, Inc. (EZPW)	Stitch Fix, Inc. (SFIX)
StoneX Group Inc. (SNEX)	FirstCash Holdings, Inc. (FCFS)	The Lovesac Company (LOVE)
Swissquote Group Holding Ltd (SQN.SW)	Regional Management Corp. (RM)	Liquidity Services, Inc. (LQDT)
B. Riley Financial, Inc. (RILY)	World Acceptance Corporation (WRLD)	Beyond, Inc. (BYON)
Oppenheimer Holdings Inc. (OPY)	GreenDot Corporation (GDOT)	PC Connection, Inc. (CNXN)

PEO Total Compensation Amount

$ 1,287,246

$ 6,988,581

$ 1,451,081

$ 1,661,309

$ 1,951,844

PEO Actually Paid Compensation Amount

$ (909,765)

4,568,494

1,809,983

4,550,182

8,606,607

Adjustment To PEO Compensation, Footnote


	2025						2024						2023					2022						2021
	CEO			Average for other NEOs			CEO			Average for other NEOs			CEO		Average for other NEOs			CEO			Average for other NEOs			CEO		Average for other NEOs
Summary Compensation Table Total		1,287,246			809,033			6,988,581			618,057			1,451,081		974,708			1,661,309			1,152,770			1,951,844		795,315
Adjustments:
Deduction for amount reported under the “Stock Awards” and “Option Awards” Columns of the Summary Compensation Table		—			(269,273	)		(5,652,036	)		—			—		(41,402	)		(212,476	)		(266,906	)		—		—
Increase - year-end fair value of equity awards granted during year that remain unvested at year end (1)		—			275,992			3,231,949			—			—		36,395			—			232,780			—		—
Increase - vest-date fair value of equity awards granted during year that vested during year		—			—			—			—			—		—			212,476			42,498			—		—
Increase/deduct - Change in fair value of all equity awards unvested at prior year end and at year end (year-end fair value minus prior-year-end fair value)		(2,197,011	)		—			—			(18,077	)		—		186,979			1,432,515			418,359			4,547,502		425,592
Increase/deduct - Change in fair value of all equity awards unvested at prior year end that vested during year (vest date fair value minus prior-year-end fair value)		—			(28,418	)		—			(17,725	)		358,902		48,738			1,456,358			112,483			2,107,261		164,951
Deduct - Fair value of equity awards unvested at prior year end but forfeited during year (deduct fair value at prior year end)		—			—			—						—		—			—			—			—		—
Increase - dividends paid on restricted stock and dividend equivalents accrued on unvested equity awards during the year (not otherwise counted in the Summary Compensation Table or year-end or vest-date fair value of equity awards)		—			—			—			8,662			—		11,549			—			—			—		—
Total adjustments:		(2,197,011	)		(21,699	)		(2,420,087	)		(27,140	)		358,902		242,259			2,888,873			539,214			6,654,763		590,543
Compensation actually paid		(909,765	)		787,334			4,568,494			590,917			1,809,983		1,216,967			4,550,182			1,691,984			8,606,607		1,385,858

Non-PEO NEO Average Total Compensation Amount

$ 809,033

618,057

974,708

1,152,770

795,315

Non-PEO NEO Average Compensation Actually Paid Amount

$ 787,334

590,917

1,216,967

1,691,984

1,385,858

Adjustment to Non-PEO NEO Compensation Footnote

Other NEOs reflected in the table above were subject to the following adjustments per Item 402(v)(2)(iii) of Regulation S-K to calculate “compensation actually paid”:


	2025						2024						2023					2022						2021
	CEO			Average for other NEOs			CEO			Average for other NEOs			CEO		Average for other NEOs			CEO			Average for other NEOs			CEO		Average for other NEOs
Summary Compensation Table Total		1,287,246			809,033			6,988,581			618,057			1,451,081		974,708			1,661,309			1,152,770			1,951,844		795,315
Adjustments:
Deduction for amount reported under the “Stock Awards” and “Option Awards” Columns of the Summary Compensation Table		—			(269,273	)		(5,652,036	)		—			—		(41,402	)		(212,476	)		(266,906	)		—		—
Increase - year-end fair value of equity awards granted during year that remain unvested at year end (1)		—			275,992			3,231,949			—			—		36,395			—			232,780			—		—
Increase - vest-date fair value of equity awards granted during year that vested during year		—			—			—			—			—		—			212,476			42,498			—		—
Increase/deduct - Change in fair value of all equity awards unvested at prior year end and at year end (year-end fair value minus prior-year-end fair value)		(2,197,011	)		—			—			(18,077	)		—		186,979			1,432,515			418,359			4,547,502		425,592
Increase/deduct - Change in fair value of all equity awards unvested at prior year end that vested during year (vest date fair value minus prior-year-end fair value)		—			(28,418	)		—			(17,725	)		358,902		48,738			1,456,358			112,483			2,107,261		164,951
Deduct - Fair value of equity awards unvested at prior year end but forfeited during year (deduct fair value at prior year end)		—			—			—						—		—			—			—			—		—
Increase - dividends paid on restricted stock and dividend equivalents accrued on unvested equity awards during the year (not otherwise counted in the Summary Compensation Table or year-end or vest-date fair value of equity awards)		—			—			—			8,662			—		11,549			—			—			—		—
Total adjustments:		(2,197,011	)		(21,699	)		(2,420,087	)		(27,140	)		358,902		242,259			2,888,873			539,214			6,654,763		590,543
Compensation actually paid		(909,765	)		787,334			4,568,494			590,917			1,809,983		1,216,967			4,550,182			1,691,984			8,606,607		1,385,858

Compensation Actually Paid vs. Total Shareholder Return

The chart below shows graphically, for the period of fiscal 2021 - 2025, the total stockholder return of an investment of $100 on June 30, 2020 in A-Mark common stock, as compared to the performance of an equal investment in the peer company group identified above. The chart also shows the "compensation actually paid" in each of the five fiscal years in that period.

A-Mark's total stockholder return on an investment of $100 at June 30, 2020, has been substantial: 167% in 2021, 284% in the two-year period of fiscal 2021 and 2022, 369% in the three-year period of fiscal 2021 - 2023, 327% in the four-year period fiscal 2021 - 2024 and 200% in the five-year period of fiscal 2021-2025. Year-over-year results also were very positive in fiscal 2022 (44%) and fiscal 2023 (22%); fiscal 2024 resulted in a one-year total stockholder return of -8.9% and fiscal 2025 resulted in a one-year total stockholder return of -29.7%. Our total stockholder returns have exceeded the total stockholder returns of our peer group during the periods since June 30, 2020. Peer group returns were 95% in fiscal 2021, negative 30% in the comparable two-year period of fiscal 2021 and 2022, negative 14% in the three-year period of fiscal 2021 - 2023, 37% in the four-year period of fiscal 2021 - 2024 and 154% in the five-year period of fiscal 2021 - 2025.

The "compensation actually paid" to our CEO, as shown above, was generally aligned with A-Mark's performance in fiscal 2021 - 2025. In the period 2021 - 2023, in line with A-Mark's exceptional performance, our CEO was paid annual bonuses at maximum pre-set levels, together with discretionary bonus payouts in fiscal 2021 and 2022. A larger portion of the CEO's "compensation actually paid" in fiscal 2021 and 2022 resulted from increases in the fair value of his stock options that remained unvested at any time in the fiscal year. Note that "compensation actually paid," as defined in SEC rules, includes year-over-year changes in the fair value of unvested stock options, which treats those values as "actually paid" even though the executive has not exercised and, until the final vesting date, cannot exercise the options that are factored into the "compensation actually paid."

In fiscal 2024, "compensation actually paid" to the CEO reflected the increased compensation levels under the CEO's new employment agreement. The CEO's salary had not been increased in the five fiscal years prior to fiscal 2024. The CEO received no fiscal 2024 annual bonus, based on pre-tax profits performance in accordance with the terms of his employment agreement. The largest element of "compensation actually paid" in fiscal 2024 was the newly awarded four-year cash incentive, which will provide value to the CEO only if he achieves robust total stockholder return (from a base share value of $36.32) through the end of fiscal 2027. In the three fiscal years before fiscal 2025, the CEO had received only one equity award, which at grant had a fair value less than half of his then annual salary.

In fiscal 2025, "compensation actually paid" to the CEO was negative $909,765, which was both a result of and fully aligned with the negative total stockholder return for the year. The negative "compensation actually paid" resulted from a substantial decline in the fair value of the four-year cash incentive award, which will result in a payout only if very substantial total stockholder returns are achieved by the end of fiscal 2027. No equity award was granted to the CEO in fiscal 2025. No bonus was awarded based on profits in fiscal 2025; a discretionary bonus was awarded equal to 20% of the CEO's salary, in recognition of A-Mark's growth by completion of three significant acquisitions during fiscal 2025 (see the "Compensation Discussion and Analysis" above).

Growth in the stock price represented the major portion of total stockholder return in fiscal 2021, 2022 and 2023 (dividends represent the remaining portion of total stockholder return), and the fair values of unvested stock options and the four-year cash incentive award have been closely aligned with both positive and negative changes in stock price. However, the CEO did not receive further grants of stock options after November 2019. As a result, his "compensation actually paid," although generally aligned with the favorable total stockholder returns in fiscal 2022 and fiscal 2023, in fact declined in those years due to the vesting of a portion of his stock options before the beginning of fiscal 2022 and 2023 (only unvested stock options are factored into the SEC's metric of "compensation actually paid." The portion of the CEO's "compensation actually paid" attributable to stock options was 77% in 2021, 68% in 2022 and 20% in 2023; the CEO's four-year cash incentive award granted in fiscal 2024 constituted 71% of the "compensation actually paid" in that year. As noted above, in fiscal 2025 the decline in our stock price resulted in a substantial decline in the value of that four-year cash incentive award and a negative "compensation actually paid" to our CEO.

For the other NEOs in the above table, equity grants during fiscal 2021 - 2023 tended to offset the vesting of equity awards granted before fiscal 2021 and the effect of the large increase in stock price in fiscal 2021, so that the "compensation actually paid" level averaged for the other NEOs remained relatively consistent in fiscal 2021, 2022 and 2023, except that the pay level for fiscal 2022 was higher mainly due to one equity award held by a person who first became an NEO in that fiscal year. The other NEOs received no equity grants in fiscal 2024, held few remaining unvested equity awards and received annual incentive awards lower than in fiscal 2023, resulting in "compensation actually paid" that was aligned with fiscal 2024 total stockholder return.

In fiscal 2025, the average "compensation actually paid" to the other NEOs was boosted by equity awards granted to two NEOs at the time of renewal of their employment agreements. A-Mark does not routinely grant equity awards as a component of annual compensation; grants at the time of employment agreement renewals require multiple years of service as a condition to vesting. The "compensation actually paid" methodology does not allocate value of these grants over the vesting years in the way GAAP accounting rules do, with the result that "compensation actually paid" to the other NEOs does not appear as well aligned with the fiscal 2025 total stockholder return.

Compensation Actually Paid vs. Net Income

"Compensation actually paid" in fiscal 2021 - 2025 generally was aligned with net income attributable to A-Mark ("A-Mark Net Income"). In the five years from fiscal 2015 to 2019, A-Mark Net Income averaged $4.45 million annually, with the highest A-Mark Net Income in any of those years being $9.3 million achieved in fiscal 2016. In fiscal 2020, A-Mark set a record for A-Mark Net Income, at $30.5 million. During fiscal 2021, A-Mark Net Income grew to $159.6 million, more than five times the record net income achieved in the previous year. A-Mark's stock price and total stockholder return grew dramatically in fiscal 2021, in parallel with the growth in A-Mark Net Income. As discussed above, this resulted in an increase in fair value in equity awards held by the CEO and other NEOs which remained unvested at the start of fiscal 2021. A-Mark Net Income in fiscal 2022, and 2023, $132.5 million and $156.4 million, respectively, remained at high levels compared to levels achieved before 2021, and the amounts of "compensation actually paid" to the CEO and other NEOs generally has corresponded to those results. A-Mark Net Income in fiscal 2024 ($68.5 million) and fiscal 2025 ($17.3 million) were lower than the fiscal 2022 and 2023 results; our stock price has been aligned correspondingly lower, and "compensation actually paid" generally has reflected that, as discussed above.

Compensation Actually Paid vs. Company Selected Measure

"Compensation actually paid" in fiscal 2022 - 2025 also was generally aligned with net income before provision for income taxes, a GAAP item we refer to as "pre-tax profit." Pre-tax profit in fiscal 2021, $192.8 million, was more than five times higher than the record pre-tax profit achieved in fiscal 2020. Results in fiscal 2022 remained robust, at $166.4 million, and in fiscal 2023 pre-tax profit set a new record, at $203.2 million. Pre-tax profit in fiscal 2024 and fiscal 2005 was down from the fiscal 2023 level. As discussed in the "Compensation Discussion and Analysis" above, annual incentive awards for three of our named executive officers are in part tied directly to pre-tax profits, and those awards, as a component of "compensation actually paid," are in direct alignment with performance. However, changes in the fair value of equity awards that are unvested at the beginning of a fiscal year (those fair value changes being tied mainly to changes in stock price) and the grant of equity awards only in certain years (mainly, years in which employment agreements are renewed) rather than as a component of annual compensation cause the SEC's "compensation actually paid" metric, for A-Mark, to be less well aligned with both A-Mark Net Income and pre-tax profit.

Tabular List, Table

Most Important Financial Performance Measures

The following are the two most important financial performance measures used by A-Mark to link compensation actually paid to the CEO and other NEOs in fiscal 2025 to the Company’s performance:

(1)

GAAP net income before provision for income taxes ("pre-tax profit"). For the CEO, President and Chief Operating Officer, this financial measure is A-Mark's pre-tax profit.

(2)

Increase in stock price, which directly and positively affects the fair value of unvested stock options and restricted stock units and the CEO's four-year cash incentive award (which is based on total stockholder return).

Total Shareholder Return Amount

$ 300.41

427.09

468.95

383.74

267.34

Peer Group Total Shareholder Return Amount

254.4

127.32

86.38

69.97

195.03

Net Income (Loss)

$ 17,320,000

$ 68,546,000

$ 156,360,000

$ 132,536,000

$ 159,637,000

Company Selected Measure Amount

21,270,000

82,778,000

203,170,000

166,417,000

192,801,000

PEO Name

Mr. Roberts

Measure:: 1

Pay vs Performance Disclosure

Name

GAAP net income before provision for income taxes ("pre-tax profit"). For the CEO, President and Chief Operating Officer, this financial measure is A-Mark's pre-tax profit.

Measure:: 2

Pay vs Performance Disclosure

Name

PEO

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ (2,197,011)

$ (2,420,087)

$ 358,902

$ 2,888,873

$ 6,654,763

PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table