pfsw-20230717

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant x Filed by a Party other than the Registrant ¨

Check the appropriate box:


o			Preliminary Proxy Statement
o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material Pursuant to §240.14a-12

PFSweb, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):


x			No fee required.
o			Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.


1)			Title of each class of securities to which transaction applies:

2)			Aggregate number of securities to which transaction applies:

3)			Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

4)			Proposed maximum aggregate value of transaction:

5)			Total fee paid:


o			Fee paid previously with preliminary materials.
o			Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
1)			Amount Previously Paid:

2)			Form, Schedule or Registration Statement No.:

3)			Filing Party:

4)			Date Filed:

July 17, 2023

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of PFSweb, Inc. (the “Company”), which will be held on Tuesday, August 29, 2023 at 10:00 a.m. (local time) at Courtyard Marriott, 4949 Regent Blvd, Irving, Texas 75063 (the “Annual Meeting”).

At the Annual Meeting, stockholders will be asked to (i) elect six directors to the Board for a one-year term, (ii) approve, on a non-binding, advisory basis, the compensation of the Company’s Named Executive Officers, (iii) approve an amendment to the Rights Agreement with Computershare Inc. as rights agent; (iv) approve an amendment to our 2020 Stock and Incentive Plan to increase the number of shares of Common Stock issuable thereunder by 2,500,000 shares; (v) approve Whitley Penn, LLP as the Company’s independent auditors for the fiscal year ended December 31, 2023, and (vi) approve adjournments of the Annual Meeting from time to time to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting to constitute a quorum or to approve Proposals 1-4; and (vii) transact any other business as may properly come before the Annual Meeting or at any postponements or adjournments thereof. Information about these matters is contained in the attached Proxy Statement.

Attached you will find a Notice of Annual Meeting of Stockholders and Proxy Statement that contain further information about the Annual Meeting, including the time, date and location of the Annual Meeting, a description of the matters to be voted on at the Annual Meeting, the different methods that you may use to vote, and how to obtain an admission card if you plan to attend the Annual Meeting in person.

Whether or not you will be attending the Annual Meeting, your vote is important to us, regardless of the number of shares you hold. To ensure your representation at the Annual Meeting, we encourage and urge you to vote by submitting your vote or proxy electronically in advance of the Annual Meeting.

We have provided you with the ability to vote via telephone and Internet which is easier and more efficient and will help us reduce our impact on the environment while saving the Company printing and postage costs. You may vote your shares by (a) calling the toll-free telephone number indicated on the proxy card or (b) accessing the special web site indicated on the proxy card to vote via the Internet. Each option is more fully explained in the telephone and internet voting instructions. You may also vote via mail by completing, dating, signing and returning the enclosed proxy card as promptly as possible. A postage-prepaid envelope is enclosed for that purpose. If you attend the Annual Meeting, you may vote in person even if you have previously returned a proxy card. Please note that if you hold your shares of our common stock through your broker, you will not be able to vote in person at the meeting unless you obtain a legal proxy from your broker, bank or other holder of record and present it to the inspectors of election with your ballot. We encourage all stockholders to vote by telephone, internet or mail prior to the date of the Annual Meeting.

We thank you for your continued support of our Company and hope that you stay well and safe.

Sincerely,



Michael Willoughby
Chief Executive Officer

PFSweb, Inc.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Date: Tuesday, August 29, 2023

Time: 10:00 a.m. CDT

Place: Courtyard Marriott, 4949 Regent Blvd, Irving, Texas 75063

At the Annual Meeting of Stockholders of PFSweb, Inc. (the “Company”) you will be asked to:

1.Elect six directors to the Board for a one-year term;

2.Approve, on a non-binding, advisory basis, the compensation of the Company’s Named Executive Officers;

3.Approve an amendment to the Rights Agreement with Computershare Inc. as rights agent;

4.Approve an amendment to our 2020 Stock and Incentive Plan to increase the number of shares of Common Stock issuable thereunder by 2,500,000 shares;

5.Approve Whitley Penn, LLP as the Company’s independent auditors for the fiscal year ended December 31, 2023;

6.Approve adjournments of the Annual Meeting from time to time to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting to constitute a quorum or to approve Proposals 1-4; and

7.Transact any other business as may properly come before the Annual Meeting or at any postponements or adjournments thereof.

The Board of Directors has fixed the close of business on July 5, 2023 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting or any adjournments or postponements of the Annual Meeting.

Your vote is important. Each stockholder is requested to vote now. You may vote on the items to be considered at the Annual Meeting by mailing a proxy card without delay in the enclosed postage-paid envelope, by voting over the Internet or by toll-free telephone as described in the proxy card. Any stockholder present at the Annual Meeting may withdraw his or her proxy card and vote in person on each matter properly brought before the Annual Meeting. Stockholders holding shares in street name must obtain a legal proxy from their broker, bank or other holder of record and present it to the inspectors of election with their ballot to be able to vote at the Annual Meeting.

Via Internet - cast your vote at www.investorvote.com/PFSW 24/7 until 11:59 p.m., Eastern Time on August 28, 2023

Via Phone - cast your vote by phone at 1-800-652-8683 24/7 until 11:59 p.m., Eastern Time on August 28, 2023

Via Mail - Mark, sign and date your proxy card and return it in the postage-paid envelope provided

Please carefully review the instructions for the various voting options available to you detailed on the proxy card. If you have questions, please review our questions and answers about the Annual Meeting and the voting options for additional information, including when you must vote, how to revoke your proxy and how to vote your shares in person.

If you plan to attend the Annual Meeting, only stockholders with an admission ticket and valid, government-issued, picture identification that matches the admission ticket will be admitted to the Annual Meeting. If your shares are registered in your name, an admission ticket is attached to your proxy card. If your shares are not registered in your name, you should ask the broker, bank or other holder of record to provide you with a legal proxy authorizing you to vote your shares. You also can obtain an admission ticket to the Annual Meeting by presenting this legal proxy, or confirming documentation of your account from your broker, bank or other holder of record, at the Annual Meeting.

By Order of the Board of Directors,


Michael Willoughby
Chief Executive Officer

Irving, Texas

July 17, 2023

PFSweb, Inc.

9250 N Royal Lane Suite 100

Irving, Texas 75063

(972) 881-2900

PROXY STATEMENT

We are furnishing this Proxy Statement in connection with the solicitation of proxies on behalf of the Board of Directors (the “Board”) of PFSweb, Inc. (“PFSweb,” the “Company,” “we,” “us,” or “our”) to be voted at the Annual Meeting of Stockholders to be held at the Courtyard Marriott, Irving, Texas on Tuesday, August 29, 2023, at 10:00 a.m. (local time) and at any and all adjournments thereof. This Proxy Statement, the Notice of Annual Meeting, the accompanying proxy card and the 2022 Annual Report on Form 10-K are first being mailed and/or made available to stockholders on or about Monday, July 17, 2023.

Each holder of record on July 5, 2023 (the “Record Date”) is entitled to one vote for each share of common stock held by such holder. As of July 5, 2023, there were 22,725,012 shares of our common stock outstanding. We need a majority of the shares of our common stock outstanding on the Record Date and entitled to vote at the Annual Meeting present, in person or by proxy, to constitute a quorum and transact business at the Annual Meeting.

The Company is a “smaller reporting company” or “SRC” as defined under Rule 405 of the Securities Act of 1933 and Rule 12b-2 under the Securities Exchange Act of 1934, as well as Rule 3-05 of Regulation S-X and Item 10(f)(1) of Regulation S-K. As such our disclosures in this Proxy Statement have been modified in accordance with the rules applicable to SRCs.

The Board encourages you to read the Proxy Statement and to vote on the matters to be considered at the Annual Meeting. The Company's 2022 Annual Report on Form 10-K, which contains the consolidated audited financial statements for the fiscal year ended December 31, 2022, accompanies this Proxy Statement. You may obtain, without charge, a copy of the proxy materials upon request by following the instructions set forth herein. The following are the six proposals being submitted to the stockholders for vote at the Annual Meeting:


Proposal		Board’s Recommendation	Page
1	Election of six directors to the Board for a one-year term	“FOR” each nominee	7
2	Approve, on a non-binding, advisory basis, the compensation of the Company’s Named Executive Officers	“FOR”	14
3	Approve an amendment to the Rights Agreement with Computershare Inc. as rights agent	“FOR”	31
4	Approve an amendment to our 2020 Stock and Incentive Plan to increase the number of shares of Common Stock issuable thereunder by 2,500,000 shares	“FOR”	36
5	Approve Whitley Penn, LLP as the Company’s independent auditors for the fiscal year ended December 31, 2023	“FOR”	41
6	Approve adjournments of the Annual Meeting from time to time to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting to constitute a quorum or to approve Proposals 1-4	“FOR”	44

NOTE ABOUT FORWARD-LOOKING STATEMENTS

Certain statements in this Proxy Statement, other than purely historical information, including estimates, projections, expectations, intentions, statements relating to our business plans, objectives and expected operating results and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this Proxy Statement. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “target,” “potential,” “seek,” “strive,” “continue,” “plan,” “may,” “should,” “could,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. These forward-looking statements involve risks and uncertainties, including labor cost increases and overall economic conditions, and include assumptions as to how we may perform in the future based on information currently available to us. Although we believe the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee these expectations will actually be achieved. In addition, some forward-looking statements are based upon assumptions about future events that may not prove to be accurate which may cause our actual results to differ materially from those expressed in the forward-looking statements. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in the section titled “Risk Factors” of our 2022 Annual Report on Form 10-K and any subsequent amendments thereto or our quarterly reports on Form 10-Q and other filings with the SEC. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, also may materially impact such forward-looking statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING PROCEDURES

Why did I receive these materials?

As a holder of common stock of the Company at the close of business on the Record Date, you are entitled to vote on the proposals included in this Proxy Statement. This Proxy Statement provides notice of the Annual Meeting, describes the six proposals to be voted on by the holders of record of the Company's common stock on the Record Date at the Annual Meeting, and includes information required to be disclosed to all of our stockholders. As a stockholder you are invited to attend the Annual Meeting and are entitled and requested to vote on the proposals described in this Proxy Statement. This Proxy Statement and the accompanying proxy card are being mailed to stockholders starting on July 17, 2023. The mailing address of the Company’s principal executive offices is 9250 N Royal Lane Suite 100, Irving, Texas 75063.

What is the purpose of this Annual Meeting?

The purpose of this Annual Meeting is to:

•Elect six directors to the Board for a one-year term;

•Approve, on a non-binding, advisory basis, the compensation of the Company’s Named Executive Officers;

•Approve an amendment to the Rights Agreement with Computershare Inc. as rights agent;

•Approve an amendment to our 2020 Stock and Incentive Plan to increase the number of shares of Common Stock issuable thereunder by 2,500,000 shares;

•Approve Whitley Penn, LLP as the Company’s independent auditors for the fiscal year ended December 31, 2023;

•Approve adjournments of the Annual Meeting from time to time to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting to constitute a quorum or to approve Proposals 1-4; and

•Transact any other business as may properly come before the Annual Meeting or at any postponements or adjournments thereof.

Who can vote?

Holders of our common stock as of the close of business on July 5, 2023 (the "Record Date") are entitled to notice of and to vote at the Annual Meeting. Each share is entitled to one vote on each matter presented at the Annual Meeting.

Stockholders of Record—Shares Registered in Your Name. If, at the close of business on the Record Date, your shares were registered directly in your name with Computershare Inc., our transfer agent, then

you are considered the stockholder of record with respect to those shares, and this proxy statement was provided to you directly by us. Throughout this proxy statement, we refer to these registered stockholders as “stockholders of record.”

Street Name Stockholders—Shares Registered in the Name of a Broker, Bank or Other Holder of Record. If, at the close of business on the Record Date, your shares were held in a stock brokerage account or by a bank or other nominee on your behalf, then you are considered the beneficial owner of shares held in “street name,” and this proxy statement was forwarded to you by your broker or nominee, who is considered the stockholder of record with respect to those shares. Throughout this proxy statement, we refer to stockholders who hold their shares through a broker, bank or other holder of record as “street name stockholders.”

How do I vote?

As a stockholder of record, you can vote in person at the Annual Meeting. Alternatively, a stockholder of record may vote shares by giving a proxy via mail, telephone or the Internet. You may vote by telephone or the Internet by following the instructions on your proxy. Your telephone or Internet delivery authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy via the mail. To vote your proxy by mail, indicate your voting choices, sign and date your proxy and return it in the postage-paid envelope provided.

If you are a street name stockholder, you have the right to direct your broker, bank or other holder of record on how to vote your shares by using the voting instruction card included in the mailing or by following their instructions for voting by telephone or on the Internet.

All stockholders of record may vote in person at the Annual Meeting. Stockholders of record may be represented by another person at the Annual Meeting by executing a proper proxy designating that person. If you are a street name stockholder, you must obtain a legal proxy from your broker, bank or other holder of record and present it to the inspectors of election with your ballot to be able to vote at the Annual Meeting.

What shares are represented by the proxy?

The proxy that we are delivering represents all the shares registered in your name with our transfer agent, Computershare Inc.. The proxy that is delivered by your broker, bank or other holder of record represents the shares held by you in an account at that institution.

What are “broker non-votes” and why is it important that I submit my voting instructions for shares I hold as a street name stockholder?

To vote your shares as a street name stockholder, you need to direct your broker, bank, or other holder of record on how vote your shares by using the voting instruction card included in the mailing or by following their instructions for voting by telephone or on the Internet. If you do not provide voting instructions to your broker, bank or other holder of record with respect to the non-routine proposal, the broker, bank or other holder of record cannot vote the shares on those proposals. This is called a “broker non-vote”. For proposals number 1, 2, 3, and 4 absent instructions, your broker, bank or other holder of record will NOT be able to vote your shares without your voting instructions with respect to the election of directors, the approval of Named Executive Officer compensation, the amendment to the Rights Agreement, and the amendment of the 2020 Stock and Incentive Plan because these matters are considered to be “non-routine” matters. Accordingly, for Proposals number 1, 2, 3, and 4, if you are a street name stockholder, in order to ensure your shares are voted, you must provide voting instructions to your broker, bank, or other holder of record by the deadline provided in the materials you receive from your broker, bank or other holder of record. Abstentions and broker non-votes will be counted for purposes of determining whether a quorum is present. Abstentions and broker non-votes will generally have no effect on the outcome of Proposal 1 because they are not considered votes cast, but for Proposals 2, 3, and 4 abstentions and broker non-votes will have the same effect as voting “against” such proposals. Concerning the election of directors, you may: (a) vote for all director nominees as a group; (b) withhold authority to vote for all director nominees as a group; or (c) vote for all director nominees as a group, except those nominees you identify on the appropriate line.

How are votes counted?

If you return a signed and dated proxy but do not indicate how the shares are to be voted, those shares will be voted as recommended by the Board. A valid proxy also authorizes the individuals named as proxies to vote your shares in their discretion on any other matters which, although not described in the Proxy

Statement, are properly presented for action at our Annual Meeting. If you indicate on your proxy that you wish to “abstain” from voting on an item, your shares will not be voted “FOR” on that item but will be counted to determine whether there is a quorum present and will otherwise be treated as votes against the Proposals 2, 3, and 4. There is no right to cumulative voting.

How is a quorum established?

The presence, in person or by proxy, of at least a majority of the shares outstanding on the Record Date will constitute a quorum. Both abstentions and broker non-votes are counted for the purpose of determining the presence of a quorum. If a quorum is not present, the Annual Meeting will be rescheduled for a later date.

Do I need to attend the Annual Meeting?

No. You may authorize your shares to be voted by following the instructions on the proxy card or, for shares held by your broker, bank or other holder of record on the voting instruction card that your broker or other holder of record provides to you.

What vote is required to approve matters presented at the Annual Meeting?

The following sets forth the votes required to approve the matters presented at the Annual Meeting:

Proposal No. 1 (Election of Directors) – Each director nominee must receive the affirmative vote of a majority of the votes cast with respect to such director, which means that the number of shares voted “FOR” that director’s election must exceed the number of shares voted “AGAINST” that director’s election. Stockholders will not be allowed to cumulate their votes in the election of directors. Abstentions and broker non-votes will not be considered as votes cast on this proposal and therefore will not affect the outcome of this proposal.

Proposal No. 2 (Advisory Vote on Executive Compensation) – The non-binding advisory proposal to approve the compensation of the Company’s Named Executive Officers requires the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote at the Annual Meeting. As a result, abstentions and broker non-votes are treated as votes against the proposal.

Proposal No. 3 (Amendment to Rights Agreement) – The proposal to amend the Company's Rights Agreement requires the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote at the Annual Meeting. As a result, abstentions and broker non-votes are treated as votes against the proposal.

Proposal No. 4 (Amendment to 2020 Stock and Incentive Plan) – The proposal to amend the Company's 2020 Stock and Incentive Plan requires the affirmative vote of the majority of the shares present in person or represented by proxy and entitled to vote at the Annual Meeting. As a result, abstentions and broker non-votes are treated as votes against the proposal.

Proposal No. 5 (Approval of Auditors) – The proposal to approve Whitley Penn, LLP as our independent auditors requires the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote at the Annual Meeting. This proposal is considered to be a “routine” matter. Accordingly, if you hold your shares in street name and do not provide voting instructions to your broker, bank or other holder of record that holds your shares, your broker, bank or other holder of record has authority to vote your shares on this proposal. Since Proposal 5 is a discretionary proposal, there will be no broker non-votes on Proposal 5.

Proposal No. 6 (Approval of Adjournments of Annual Meeting) – The proposal to approve the adjournments of the Annual Meeting requires the affirmative vote of the majority of the shares present in person or represented by proxy and entitled to vote at the Annual Meeting. This proposal is considered to be a “routine” matter. Accordingly, if you hold your shares in street name and do not provide voting instructions to your broker, bank or other agent that holds your shares, your broker, bank or other agent has authority to vote your shares on this proposal. Since Proposal 6 is a discretionary proposal, there will be no broker non-votes on Proposal 6.

What is the recommendation of the Board of Directors?

The Board recommends that stockholders vote:


Proposal No.	Proposal	Recommendation
1	Election of six directors to the Board for a one-year term	“FOR” each nominee
2	Approval on a non-binding, advisory basis, the compensation of the Company’s Named Executive Officers	“FOR”
3	Approve an amendment to the Rights Agreement with Computershare Inc. as rights agent	“FOR”
4	Approve an amendment to our 2020 Stock and Incentive Plan to increase the number of shares of Common Stock issuable thereunder by 2,500,000 shares	“FOR”
5	Approve Whitley Penn, LLP as the Company’s independent auditors for the fiscal year ended December 31, 2023	“FOR”
6	Approve adjournments of the Annual Meeting from time to time to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting to constitute a quorum or to approve Proposals 1-4	“FOR”

Can I revoke my proxy or change my vote?

Yes. You may revoke your proxy or change your voting instructions at any time prior to the vote at the Annual Meeting by:

•providing written notice to the Secretary of the Company;

•delivering a valid, later-dated proxy or a later-dated vote on the Internet or by telephone; or

•attending the Annual Meeting and voting in person.

Please note that your attendance in person at the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically so request. Shares held in street name may be voted in person by you at the Annual Meeting only if you obtain a signed proxy from the record holder giving you the right to vote the shares. If your shares are held in street name, you must contact your brokerage firm, bank or other nominee to change your vote or obtain a proxy to vote your shares if you wish to cast your votes in person at the meeting.

What does it mean if I receive more than one proxy or voting instruction card?

It means your shares are registered differently or are in more than one account. Please provide voting instructions for all proxy and voting instruction cards you receive.

Who will tabulate the vote?

Our transfer agent, Computershare, Inc., will tally the vote, which will be certified by an inspector of election.

Who will bear the expenses of our solicitation? How will we solicit votes?

We will bear our own cost of solicitation of proxies. In addition to the use of the mail, proxies may be solicited by our directors and officers by personal interview, telephone, facsimile or e-mail. Our directors and officers will not receive additional compensation for this solicitation but may be reimbursed for out-of-pocket expenses incurred in connection with these activities. Arrangements may also be made with brokerage firms and other custodians, nominees and fiduciaries to forward solicitation materials to the street name stockholders by these people or institutions, in which case we will reimburse these brokerage firms,

custodians, nominees and fiduciaries for reasonable out-of-pocket expenses incurred by them in connection with these forwarding activities. We may retain a proxy solicitation firm, if deemed necessary.

Can I access the Company’s proxy materials and Annual Report electronically?

This Proxy Statement and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the SEC, are available to stockholders free of charge in the “Investor Relations” section of the Company’s website at https://ir.pfsweb.com/sec-filings or by writing to PFSweb, Inc., 9250 N Royal Lane, Suite 100, Irving, Texas 75063, Attention: Investor Relations, and at www.edocumentview.com/PFSW.

Where can I find the voting results of the Annual Meeting?

The Company will announce preliminary voting results at the Annual Meeting and publish results in a Current Report on Form 8-K within four business days of the Annual Meeting.

What is householding and how does it affect me?

The SEC rules permit us to send a single set of the Notice of Internet Availability of Proxy Materials, proxy materials, and our Annual Report on Form 10-K for fiscal year 2022 to any household at which two or more holders reside unless we have received contrary instructions from the affected holders prior to the mailing date. This procedure, referred to as householding, reduces the volume of duplicate mailings and information you receive and helps us reduce our impact on the environment and our cost and expenses.

In order to take advantage of this cost saving and environmentally friendly practice, we have delivered only one set of proxy materials and our Annual Report on Form 10-K for fiscal year 2022 to holders of our common stock who share an address, unless we have received contrary instructions from the affected holders prior to the mailing date. If you would like to request additional copies or otherwise request reduced copies be sent, please contact the Corporate Secretary of the Company at 9250 N Royal Lane, Suite 100, Irving, Texas 75063 or via telephone at 972-881-2900. Stockholders who hold shares in street name may contact their brokerage firm, bank, broker-dealer or other similar organization to request information about householding.

PROPOSAL 1

NOMINEES FOR THE BOARD OF DIRECTORS

The following six nominees have been nominated and recommended by the Board of Directors: David I. Beatson, Robert Frankfurt, G. Mercedes De Luca, Monica Luechtefeld, Benjamin Rosenzweig and Michael C. Willoughby. If elected, such persons are expected to serve until the Company’s 2024 annual meeting and until their successors are elected and qualified. The shares represented by proxies in the accompanying form will be voted for the election of the nominees unless authority to so vote is withheld. The Board of Directors has no reason to believe that such nominees will not serve if elected, but if any one or more of them should become unavailable to serve as a director, and if the Board designates a substitute nominee or nominees, the person named as proxy will vote for the substitute nominee(s) designated by the Board.

Recommendation and Vote Required

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF THE CANDIDATES NOMINATED BY THE BOARD OF DIRECTORS.

To be elected, a director nominee must receive the affirmative vote of a majority of the votes cast with respect to such director, which means that the number of shares voted “for” that director’s election must exceed the number of shares voted “against” that director’s election. This majority vote standard is in effect because this is an uncontested election of directors (i.e., the number of nominees for director did not exceed the number of directors to be elected as of the Record Date of the annual meeting). For any contested election, the directors would be elected by a plurality of the votes cast by the shares entitled to vote on the election of directors.

If a director nominee who is serving as a director is not elected at the annual meeting, under our by-laws, as amended, such director must tender his or her resignation to the Board, subject to acceptance by the Board. The Nominating Committee would then make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. The Board, taking into account the recommendation of the Nominating Committee, would determine the appropriate responsive action with respect to the tendered resignation within 90 days and publicly disclose its decision. The director who tenders his or her resignation may not participate in the Board’s decision.

Information regarding the method by which votes will be counted appears above under the heading “Voting Procedures.”

Nominees for Director

The following sets forth for each member of the Board of Directors, such person’s name, age, principal occupation or employment during at least the past five years, the name of the corporation or other organization, if any, in which such occupation or employment is carried on and the period during which such person has served as a director of the Company. The following information also identifies and describes the key experience, qualifications and skills our directors bring to the Board that are important in light of our business and structure. The directors’ experiences, qualifications and skills that the Board considered as qualifications for the member’s inclusion on the Board are included in their individual biographies.

David I. Beatson, age 75, has served as a non-employee Director since November 2000. Mr. Beatson is Chief Executive Officer of Ascent Advisors, LLC a consulting firm he founded in 2000. The firm provides strategic direction to firms in the logistics and supply chain industry as well as merger and acquisition advice for private equity firms investing in such industry. Mr. Beatson is a recognized leader in the field of transportation, logistics and supply chain management having served as Chairman and CEO of several leading companies in the industry. From 2007 until 2012 he was CEO of Globalware Solutions, a global supply chain management solution provider with facilities in North America, Asia and Europe. From July 2003 to April 2005, Mr. Beatson served as Regional CEO North America and Member of the Executive Board of Panalpina, Inc., a leading provider of international air and sea freight forwarding, customs brokerage and third party logistics services. From July 1998 to June 2000, Mr. Beatson served as Chairman, President and CEO of Circle International Group, Inc., a global transportation and logistics company. From 1991 to June 1994, Mr. Beatson served as vice-president of sales and marketing and then from June 1994 until July 1998 as president and CEO of Emery Worldwide, a global transportation and logistics company. Prior to 1991, Mr. Beatson held several management positions in the logistics and transportation industry, including American Airlines and CF Airfreight. He also served on the board of directors of Descartes Systems (Nasdaq: DSGX) through May 2020, and served on the Board of Directors of Pilot Freight Services from October 2016 until May 2022. Mr. Beatson continues to serve on the Executive Board of ATL Partners and serves on the board of two privately held companies. Mr. Beatson received his B.S. degree in Business Administration from The Ohio State University and his M.B.A. from the University of Cincinnati. The Board of Directors believes the characteristics that qualify Mr. Beatson for the Board include his long-term experience in the transportation, logistics and supply chain management industry, leadership experience and judgment and knowledge of the Company’s business.

Robert Frankfurt, age 58, was appointed as a non-employee Director in March 2019, in accordance with the provisions of a settlement agreement between the Company and Arnaud Ajdler, Engine Capital, L.P. and certain of its affiliates. Mr. Frankfurt is the Founder of Living Fund, a venture capital fund focused on investing in and building early-stage lifestyle-based health and wellness businesses that seek to reverse and prevent chronic illness while reducing pills and procedures. Prior to founding Living Fund, Mr. Frankfurt was the President and Founder of Myca Partners, a hedge fund focused on small cap investments. Prior to Myca Partners, Mr. Frankfurt spent more than a decade as a Partner and senior portfolio manager at various investment partnerships including Steel Partners and Sandell Asset Management. Mr. Frankfurt began his career as a financial analyst in the mergers and acquisitions department of Bear, Stearns & Co. and later joined Hambro Bank America as an associate focused on merger and acquisition and venture capital transactions. Mr. Frankfurt graduated from the Wharton School of Business in 1987 with a B.S. in Economics and he received his MBA at the Anderson Graduate School of Management at UCLA in 1995 where he was a Venture Capital Fellow and served as Alumni Class President. The Board of Directors believes the characteristics that qualify Mr. Frankfurt for the Board include his financial and management experience, strategic consulting experience, leadership experience and judgment.

G. Mercedes De Luca, age 66, was appointed as a non-employee Director in May 2019. Ms. De Luca has been the Chief Information Officer for Pebble Beach Company since May 2017 and in 2021, she was also appointed to lead the retail division as its General Manager. Prior to Pebble Beach, Ms. De Luca held several executive and senior level positions at notable companies, including at Basecamp from October 2015 through October 2016 as their Chief Operating Officer and Sears Holdings from May 2011 through August 2014 as their Vice President and General Manager of eCommerce. Previously, Ms. De Luca was CEO of MyShape, Inc. and held executive positions with Yahoo! and Interwoven. In these various roles, she led multiple digital transformation efforts that introduced innovative technology solutions to meet strategic goals and drive profitable growth. Ms. De Luca holds a Master of Business Administration from Santa Clara University and a Bachelor of Science in Electrical Engineering from Columbia University. She currently serves on the board of directors for INETCO, a retail banking and payment processing software solutions provider. The Board of Directors believes the characteristics that qualify Ms. De Luca for the Board include her extensive experience as a technology executive and leader, expertise in information technology, leadership experience and judgment.

Monica Luechtefeld, age 74, has served as a non-employee Director of the Company since April 2014, and was elected as the Chairperson of the Board of Directors effective as of June 30, 2020. Ms. Luechtefeld is a recognized leader in eCommerce & Internet Retailing. She founded her own consultancy firm in 2012 to provide advisory services in eCommerce strategy as well as online marketing and emerging digital media. From 1993 to 2012, Ms. Luechtefeld held various executive roles within Office Depot, Inc., a Fortune 200 company. She was Executive Vice President eCommerce and Direct Marketing and served as Executive Vice President of European eCommerce. Her previous leadership positions included Executive Vice President Supply Chain & Distribution and Executive Vice President of Global Information Technology, as well as marketing, sales, and business development roles. Ms. Luechtefeld is the Former Chair of the Board of Trustees for the March of Dimes. She also served as a Board Member of Irish Angels, an angel investment group primarily focused on early-stage technology companies and currently serves of the Board of Vitalize Ventures VC, an investment fund focused on the future of work. Ms. Luechtefeld received her B.S. degree from Mount Saint Mary’s University, Cum Laude, and her M.B.A. from the University of Notre Dame, Magna Cum Laude. She also received an honorary doctorate degree from Mount Saint Mary’s University. The Board of Directors believes the characteristics that qualify Ms. Luechtefeld for the Board include her business and leadership experience and judgment and her broad eCommerce industry knowledge.

Benjamin Rosenzweig, age 38, was appointed as a non-employee Director of the Company in May 2013 in accordance with the provisions of a settlement agreement between the Company and Privet Fund, L.P. and its affiliates (“Privet”). Mr. Rosenzweig is currently a partner at Privet Fund Management LLC. Prior to joining Privet in September 2008, Mr. Rosenzweig served as an investment banking analyst in the corporate finance group of Alvarez and Marsal from June 2007 until May 2008, where he completed multiple distressed mergers and acquisitions, restructurings, capital formation transactions and similar financial advisory engagements across several industries. Mr. Rosenzweig is currently the Executive Chairman of the Board of Directors of Ascent Industries Co. (Nasdaq: ACNT) and a member of the Board of Directors of Hardinge, Inc., (private company, formerly Nasdaq: HDNG). Mr. Rosenzweig also served as a Director of Bed Bath & Beyond (Nasdaq: BBBY) during 2022, Potbelly Corporation (Nasdaq: PBPB) from 2018 through May 2022, Cicero, Inc. (OTC: CICN) from 2017 until 2020, Startek, Inc. (NYSE: SRT) from 2011 through 2018 and RELM Wireless Corporation, now known as BK Technologies Corp. (NYSE MKT: BKTI) from 2013 through 2015. Mr. Rosenzweig graduated magna cum laude from Emory University with a Bachelor of Business Administration degree in Finance and a second major in Economics. The Board of Directors believes the characteristics that qualify Mr. Rosenzweig for the Board include his corporate capital and finance experience, leadership experience and judgment.

Michael C. Willoughby, age 59, has served as Chief Executive Officer and a Director since March 2013, as President of PFSweb, Inc. since September 2010 and as Chief Information Officer of the Company from October 2001 until April 2016. Mr. Willoughby has previously served as President of Priority Fulfillment Services, a subsidiary of the Company, from February 2006 to September 2010. From 1999 to 2001, Mr. Willoughby served the Company as Vice President of eCommerce. Prior to joining the Company, Mr. Willoughby served as President and Chief Executive Officer of Design Technologies, Inc., an eCommerce software development firm from 1994 to 1999. Prior to founding Design Technologies, Inc., Mr. Willoughby served as President and Chief Executive Officer of Integration Services, Inc., an IT consulting services company. Mr. Willoughby received his Bachelor of Business Administration degree in Information Systems from Abilene Christian University. The Board of Directors believes the characteristics that qualify Mr. Willoughby for the Board include his long-term experience in the eCommerce industry, expertise in information technology, leadership experience and judgment and extensive knowledge of the Company’s business. On November 9, 2022, the Company announced that Michael Willoughby will take on the role of Executive Director of the Board, in addition to his CEO role. In this position, he is primarily focusing on the Company’s strategic alternatives process while transitioning management responsibilities to COO Zach Thomann. Mr. Thomann is expected to take on the CEO role no later than January 1, 2024.

Information About Our Executive Officers

In addition to Michael C. Willoughby named above, the following are the names, ages and positions of the other named executive officers of the Company:

Thomas J. Madden, age 61, has served as Executive Vice President, Chief Financial Officer of the Company since its inception in 1999 and Chief Accounting Officer until October 2019. Mr. Madden previously served as Chief Financial Officer of Daisytek International Corporation (“Daisytek”), former parent corporation of the

Company, from 1997 to 2000, as Vice President — Finance, Treasurer and as Chief Accounting Officer of Daisytek from 1994 to 2000 and as Controller of Daisytek from 1992 to 1994. From 1983 to 1992, Mr. Madden served in various capacities with Arthur Andersen & Co., S.C., including financial consulting and audit manager. Mr. Madden received his Bachelor of Science degree in Accounting from Gies College of Business at the University of Illinois Urbana-Champaign.

R. Zach Thomann, age 41, was named as Chief Operating Officer of the Company as of January 2022 and President of Priority Fulfillment Services, Inc., a wholly-owned subsidiary of the Company, as of March 2021 and continues to serve as Executive Vice President of the Company. Mr. Thomann is responsible for strategic direction, operation and management of all PFS activities, including distribution, contact center, client financial services, and omnichannel operations services provided on behalf of PFSweb’s clients. Mr. Thomann served as Executive Vice President and General Manager of the Company’s PFS business unit from 2018 through 2021, Senior Vice President and General Manager of the Company’s PFS business unit from 2017-2018, Senior Vice President and General Manager of Omnichannel Operations from 2016 to 2017, Vice President and General Manager of Omnichannel Operations from 2015 to 2016, Vice President of Program Management from 2013 to 2015, Director of Program Management from 2012 to 2013 and held various program management and client implementation roles from 2003 to 2012. Mr. Thomann received his Master of Business Administration from Naveen Jindal School of Management, UT Dallas and his Bachelor of Science, Corporate Communications from the University of Texas at Austin.

Meetings and Committees of the Board

The Board of Directors met a total of eighteen times during the 2022 calendar year. The Board of Directors has determined that, other than Mr. Willoughby, each director is independent within the meaning of applicable SEC rules and Nasdaq listing standards. The independent directors are able to and generally meet in executive session without the Company’s management at each regularly scheduled quarterly Board meeting.

The Board of Directors does not have a policy regarding director attendance at the annual meeting of stockholders. The Company provides notice of the meeting to the Board of Directors. No independent director attended the 2022 annual meeting.

The Board of Directors currently has a Nominating, Audit, Compensation and Technology and Cybersecurity Committee, each of which is a standing committee of the Board of Directors. The current members and designated Chairperson are as follows:

Board Member

Nominating Committee

Audit Committee

Compensation Committee

Technology & Cybersecurity Committee

Monica Luechtefeld

David I. Beatson

Benjamin Rosenzweig

Robert Frankfurt

G. Mercedes De Luca

* Chairperson of Committee

Nominating Committee

The Nominating Committee is responsible for identifying and evaluating individuals qualified to become Board members and recommending to the Board candidates to stand for election or re-election as directors. The Committee will consider candidates at the recommendation of existing Board members, Company management, search firms or other consultants, or stockholders. Stockholders wishing to recommend director candidates to the Board may do so by writing to the Committee in care of the Corporate Secretary at the Company’s executive office, 9250 N Royal Lane, Suite 100, Irving, Texas 75063. At a minimum, director candidates should have demonstrated achievement in their particular field of endeavor, significant business or other management experience that would be of value to the Company, integrity and high ethical standards, good communication and leadership skills, and the ability and willingness to commit adequate time and attention to carry out their Board duties effectively. The

Committee will evaluate candidates through background and reference checks, interviews and an analysis of each candidate’s qualifications and attributes in light of the current composition of the Board and the Company’s leadership needs at the time. The Nominating Committee does not have a formal policy with regard to the consideration of diversity in identifying director nominees, but the Committee strives to nominate directors with a variety of complementary skills so that, as a group, the Board will possess the appropriate talent, skills, experience and expertise to oversee the Company’s business. Candidates recommended by stockholders will be evaluated with the same standards and process as candidates identified through other individuals or methods.

The Nominating Committee is currently comprised of two directors, Mr. Rosenzweig (who serves as the Chairperson) and Ms. Luechtefeld, each of whom has been determined to be independent as discussed above by the Board of Directors. The Nominating Committee has adopted a charter which is available on the Company’s website at https://ir.pfsweb.com/corporate-governance (the contents of the website are not incorporated in this Proxy Statement by reference). The Nominating Committee met one time during the 2022 calendar year.

Audit Committee

The Audit Committee is established for the purpose of overseeing the Company’s accounting and financial reporting processes and audits of the Company’s financial statements. The Audit Committee is established to assist the Board in fulfilling its oversight responsibilities by reviewing and reporting to the Board on the integrity of the financial reports and other financial information provided by the Company to its stockholders. The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the work of any independent auditor employed by the Company (including resolution of disagreements between management and the auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work or performing other audit, review or attest services for the Company. The Company’s auditors report directly to the Audit Committee.

The Audit Committee is currently comprised of three directors, Mr. Beatson (who serves as Chairperson), Mr. Frankfurt and Ms. Luechtefeld, each of whom has been determined by the Board of Directors to be independent as discussed above, and is able to read and understand financial statements, including the Company’s balance sheet, statement of operations and comprehensive income (loss) and statement of cash flows. The Board of Directors has determined that, based on his relevant experience as described above, Mr. Beatson is qualified as the audit committee financial expert within the meaning of applicable SEC regulations and has the requisite financial sophistication required by the Nasdaq listing standards. The Audit Committee met a total of fifteen times during the 2022 calendar year. The Audit Committee has adopted a written amended and restated audit committee charter setting out the audit-related functions of the Audit Committee, and the Audit Committee reviews and reassesses the adequacy of the charter on an annual basis. A copy of the charter is available on the Company’s website at https://ir.pfsweb.com/corporate-governance.

Compensation Committee

The Compensation Committee approves, or in some cases recommends, to the Board, remuneration and compensation arrangements involving the Company’s executive officers and other key employees. The current members of the Compensation Committee are Ms. De Luca (who serves as Chairperson), Mr. Beatson, and Mr. Rosenzweig, each of whom has been determined by the Board of Directors to be independent as discussed above. The Compensation Committee also serves as the Committee which administers the Company’s 2020 Stock and Incentive Plan, as amended and restated. The Compensation Committee has adopted a charter which is available on the Company’s website at https://ir.pfsweb.com/corporate-governance. The Compensation Committee met seven times during the 2022 calendar year.

Technology and Cybersecurity Committee

The Technology and Cybersecurity Committee is responsible for review and oversight of technology-based matters, including information technology and cyber risks and efforts taken by the Company to mitigate such risks. The Technology and Cybersecurity Committee is comprised of three directors. The current members of the Technology and Cybersecurity Committee are Ms. Luechtefeld (who serves as Chairperson), Ms. De Luca and Mr. Frankfurt. The Technology and Cybersecurity Committee has adopted a charter which is available on the Company’s website at https://ir.pfsweb.com/corporate-governance. The Technology and Cybersecurity Committee met three times during the 2022 calendar year.

During the 2022 calendar year, no current director attended fewer than 75% in the aggregate of all meetings of the Board and the committees upon which such director served and which were held during the period of time that such person served on the Board or such committee.

Communicating with the Board of Directors

Stockholders wishing to communicate with one or more Directors or the Board as a whole may do so in a writing addressed to the Director(s) or the Board and sent to the Corporate Secretary, PFSweb, Inc., 9250 N Royal Lane, Suite 100, Irving, Texas 75063.

Code of Conduct and Ethics

The Board has approved codes of business conduct and ethics in accordance with rules of the SEC and Nasdaq listing standards applicable to all officers and employees. The codes are intended to provide guidance to officers and employees to assure compliance with laws and promote ethical behavior. Copies of the Company’s codes of business conduct and ethics may be found on the Company’s website at https://ir.pfsweb.com/corporate-governance, along with any amendments thereto or waivers of its requirements.

Board Leadership Structure

The Company has separated the roles of Chief Executive Officer and Chairman in order to permit the Chief Executive Officer to focus his efforts on maintaining and improving the Company’s operations. In addition, to assure effective independent oversight of the Company management, all of the other Board members are currently independent directors who may meet in executive session without management present. The Board of Directors otherwise has the authority to determine the leadership structure of the Company at any given time. Each committee of the Board is comprised entirely of independent directors. The Company’s Bylaws further permit the appointment of a lead independent director by the other independent directors. The lead director is authorized to prepare the agendas for executive sessions of the independent directors and chair those sessions, facilitate communications between the Chairman and other members of the Board, and act as a liaison to stockholders who request direct communication with the Board. Ms. Luechtefeld has served as Chairperson of the Board and lead director effective since June 30, 2020.

Risk Management

Risk is inherent with every business, and we believe that how well a business manages risk can ultimately determine its success. We face a number of risks more fully described in our annual and quarterly filings with the SEC, including risks relating to dependence on clients and suppliers, competition, cybersecurity and data breaches, product development, credit and liquidity, acquisitions and foreign expansion and other business risks. Management is responsible for the day-to-day management of risks we face, while our Board of Directors, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, our Board of Directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. The Board of Directors, together with its committees, provides company-wide oversight of our management and handling of risk. The Technology and Cybersecurity Committee has primary responsibility for information technology and cyber risks and efforts taken by the Company to mitigate such risks. At meetings of the Board of Directors and its committees, directors receive regular updates from management regarding risk management. Outside of formal meetings, the Board, its committees and individual Board members have regular access to the executive officers of the Company and are often consulted by management in respect of Company operations.

Board Diversity

The table below provides certain highlights of the composition of our board members and nominees, Each of the categories listed in the below table has the meaning as it is used in Nasdaq Rule 5605 (f).


Board Diversity Matrix as of July 17, 2023
Total Number of Directors: 6
	Female	Male	Non-Binary	Did Not Disclose
Part I: Gender Identity
Directors	2	3	—	1
Part II: Demographic Background
African American or Black	—	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian	—	—	—	—
Hispanic or Latinx	1	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	1	3	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	—	—	—	—
Did Not Disclose	—	—	—	1

PROPOSAL 2

ADVISORY VOTE ON THE COMPENSATION OF

THE COMPANY’S NAMED EXECUTIVE OFFICERS

Pursuant to Section 14A of the Exchange Act, the Company seeks your advisory vote approving the compensation of our Named Executive Officers as disclosed in this Proxy Statement. We believe that our executive compensation programs are structured in the best manner possible to support our business objectives and are designed to provide competitive total compensation that is tied to the achievement of Company performance objectives and to attract, motivate and retain individuals who will build long-term value for our stockholders. See “Executive Compensation” below. Key characteristics of our executive compensation programs include the following:


			•						Pay for Performance. Our compensation programs seek to tie pay to performance and a meaningful portion of our executives’ compensation is incentive based and contingent upon Company financial performance and/or share price performance.
			•						Pay Competitively. We are committed to providing an executive compensation program designed to attract, motivate, reward, and retain executive officers with the skills necessary to successfully lead and manage our business.
			•						Pay Responsibly. Our compensation program is designed to align the interests of our executive officers with our stockholders and to discourage excessive risk-taking.

We are asking stockholders to approve, on an advisory basis, the compensation of our Named Executive Officers as described in the Summary Compensation Table and related compensation tables, notes, and narrative discussion in this Proxy Statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation program for our Named Executive Officers as described in this Proxy Statement. The vote on this proposal is advisory and non-binding; however, the Compensation Committee and the Board will review the results of the vote and consider them when making future determinations regarding our executive compensation programs. At our 2019 annual meeting of stockholders, our stockholders voted, on an advisory basis, to hold an advisory vote to approve the compensation of our Named Executive Officers every year. Accordingly, we currently expect to hold an advisory vote on the compensation of our Named Executive Officers at each of our next annual meetings of stockholders.

Recommendation and Vote Required

THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THIS PROPOSAL ON A NON-BINDING BASIS.

The affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote at the Annual Meeting will be required for approval of this proposal.

EXECUTIVE COMPENSATION

Overview of Compensation Program

The Compensation Committee of the Board is responsible for establishing and implementing our compensation philosophy. The Compensation Committee believes that the total compensation paid to our executive officers should be and is fair, reasonable and competitive. In this section of the Proxy Statement, the individuals who served during our fiscal year ended December 31, 2022 as our Chief Executive Officer and the other executive officers included in the Summary Compensation Table on page 16, are referred to as the “Named Executive Officers.”

Compensation Philosophy and Objectives

The Compensation Committee believes that executive officer compensation be structured to provide competitive base salaries and benefits to attract and retain superior employees and to provide short- and long-term incentive compensation to incentivize executive officers to attain, and to reward executive officers for attaining, established financial and operational goals that are consistent with increasing stockholder value. The Compensation Committee may use cash and stock bonuses and retention-based equity awards as key components in the short- and long-term incentive compensation arrangements for executive officers, including the Named Executive Officers.

The Compensation Committee’s goal is to maintain compensation programs that are competitive within our industry and geographic market. Each year, the Compensation Committee reviews the executive compensation program with respect to the external competitiveness of the program including the issuance of awards under the Company's Stock and Incentive Plan, as amended and restated, the linkage between executive compensation and the creation of stockholder value, and determines what changes, if any, are appropriate. The Compensation Committee, in its discretion, determines each year the components of the executive compensation program, including the short-term and long-term incentive awards, if any.

Salary and Other Benefits

We provide our Named Executive Officers and other employees with a base salary as a component of compensation for services rendered during the year. Additionally, they are provided a variable compensation package that is comprised of short- and long-term incentive pay. Short- and long-term incentives can be comprised of cash, service-based stock awards, performance-based stock awards or market-based stock awards. Executive officers may participate in our 401(k) plan and other benefit programs, consistent with the terms of such 401(k) plan and programs.

2022 Say-on Pay Vote

At our last five annual meetings, a non-binding, advisory resolution approving the compensation paid to our Named Executive Officers, as disclosed in our proxy statement or on Form 10-K/A for each such annual meeting, was approved by more than a majority of our stockholders. In designing an executive compensation program for 2022, the Compensation Committee considered the support previously received by the Company’s stockholders for its historical compensation practices and used consistent methodologies and practices for its 2022 compensation decisions.

SUMMARY COMPENSATION TABLE

The following table sets forth the compensation paid or accrued by the Company to its Chief Executive Officer, Chief Financial Officer and most highly compensated executive officers (other than the CEO and CFO) during 2022 (the “Named Executive Officers”) for services rendered to the Company during the two fiscal years ended December 31, 2022:


	Year	Salary (1)		Bonus (3)		Stock Awards (4)		Non-Equity Incentive Plan Compensation (2)		Other Compensation (1)		All Other Compensation (5)		Total

Michael C. Willoughby (1)	2022	$	472,308	$	156,250	$	1,209,559	$	—	$	954,000	$	14,038	$	2,806,155
Chief Executive Officer	2021	$	530,000	$	156,250	$	1,148,084	$	—	$	—	$	13,047	$	1,847,381
and President
Thomas J. Madden	2022	$	382,000	$	87,500	$	618,944	$	—	$	—	$	13,251	$	1,101,695
Executive Vice President -	2021	$	382,000	$	87,500	$	589,000	$	—	$	—	$	13,890	$	1,072,390
Chief Financial Officer
R. Zach Thomann (2)	2022	$	469,116	$	31,250	$	698,229	$	376,750	$	—	$	8,531	$	1,583,876
Executive Vice President	2021	$	386,538	$	31,250	$	376,765	$	102,668	$	—	$	8,242	$	905,463
and President – PFS Operations

(1)Annual cash-based salary for Mr. Willoughby was $530,000 for the year ended December 31, 2021 and from January 1, 2022 through November 8, 2022 at which time both Mr. Willoughby’s Employment and Severance Agreement (the “ESA”) and Change in Control Severance Agreement (the “CIC”) were amended and restated. Under the ESA, effective from the date of execution through September 30, 2023 (pursuant to a subsequent amendment), with a possible extension through December 31, 2023, the Company has reduced Mr. Willoughby’s annual cash-based salary from $530,000 to $30,000. Mr. Willoughby will also receive a salary equivalent of $100,000 per quarter paid in the Company’s common stock. Such a reduction in salary would have normally triggered the Company’s obligation to pay Mr. Willoughby two primary components that make up a severance payment, comprised of (a) $1,060,000 in a cash payment (the “Cash Payment”) (calculated as two times the prior $530,000 cash-based salary) and (b) two times the target level value of all incentive, time-based, and performance-based awards for the 2022 fiscal year. In November 2022, Mr. Willoughby received cash payment of $954,000 as consideration to execute both the ESA and CIC with their new terms. Under certain conditions, Mr. Willoughby is entitled to receive the amount described in (b), above, under the amended and restated ESA (as further amended) and CIC.

(2)Mr. Thomann’s annual base salary was $390,000 from January 1, 2022 through January 20, 2022 and was $475,000 for the remainder of the 2022 fiscal year. Mr. Thomann’s annual base salary was $375,000 from January 1, 2021 through March 22, 2021 and $390,000 for the remainder of the 2021 fiscal year. The variance in annual base salary amounts above reflect the timing of compensation adjustments and the timing of payments made under the Company’s bi-weekly payroll processing. In 2022, Mr. Thomann received $126,750 of performance-based cash awards earned under the Plan and a $250,000 retention bonus paid in January 2022. In 2021, Mr. Thomann received $102,668 of performance-based cash awards earned under the Plan.

(3)Represents transaction bonuses paid in relation to the Company's prior LiveArea business unit divestiture.

(4)Represents issuance of Performance Share Awards (“Performance Shares”) and Restricted Stock Unit Awards (“RSUs” and together with Performance Shares, the “Awards”) under the Plan. The RSUs are subject to three-year vesting and the Performance Shares are subject to three-year vesting and certain additional criteria, depending upon Award grant, including continued employment, the comparative performance (on an annual and cumulative basis) of the Company’s common stock on Nasdaq as compared to the Russell Microcap Index and/or achievement of certain Company or business unit performance goals. The amounts reported in this column represent the grant date fair value for these Awards as calculated in accordance with Accounting Standards Codification Topic 718. The assumptions made in calculating the grant date fair value amounts for the Awards issued in the year ended December 31, 2022 and

2021 are summarized in Note 8 of our Financial Statements and Supplementary Data in the Original Filing on Form 10-K. At the maximum Awards shares, the values for (i) Mr. Willoughby would be: 2022: $1,332,930; 2021: $1,453,665; (ii) for Mr. Madden would be: 2022: $675,638; 2021: $760,128; and (iii) for Mr. Thomann would be: 2022: $774,090; 2021: $477,047. The values for the Awards shares included in this column that were subsequently forfeited were (i) for Mr. Willoughby: 2022: $193,004; 2021: $77,153; (ii) for Mr. Madden: 2022: $115,504; 2021: $47,114; and (iii) for Mr. Thomann: 2022: $14,369; 2021: $25,319. The amounts in this column do not necessarily correspond to the actual economic value that may be realized by the Named Executive Officers from the Awards.

(5)Represents amounts paid in respect of life insurance premiums and Company paid healthcare premiums.

Dividend Equivalents

On November 4, 2022, the Company’s Board of Directors declared a special dividend equivalent of $4.50 per share, to the holders of all equity awards under the Plan, granted and outstanding as of the close of business on December 1, 2022, payable in cash upon the achievement of applicable performance goals, vesting, and issuance of such equity awards pursuant to their specific terms. In accordance with the special dividend equivalent declared, Mr. Willoughby is entitled to receive up to $1,087,165 dividend equivalents, of which $576,041 was paid in conjunction with the issuance of shares applicable to the December 31, 2022 vesting of awards, Mr. Madden is entitled to receive up to $513,144 dividend equivalents, of which $278,262 was paid in conjunction with the issuance of shares applicable to the December 31, 2022 vesting of awards, and Mr. Thomann is entitled to receive up to $481,758 dividend equivalents, of which $231,966 was paid in conjunction with the issuance of shares applicable to the December 31, 2022 vesting of awards. The remaining dividend equivalents will be payable upon future vesting of the applicable equity awards.

PAY VERSUS PERFORMANCE

In accordance with the Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance. For purposes of Item 402(v), our Chief Executive Officer is the Principal Executive Officer, or “PEO”.


Year (1)	Summary Compensation Table Total for PEO		Summary Compensation Actually Paid to PEO (2)		Average Summary Compensation Table Total for Non-PEO NEOs		Average Compensation Actually Paid to Non-PEO NEOs (2)		Total Shareholder Return (3)		Net Income (Loss) (4)		Service Fee Equivalent Revenue (5)		Adjusted EBITDA (5)
2022	$	2,806,155	$	2,146,600	$	1,342,785	$	1,078,443	$	163.15	$	(16,558,000)	$	200,308,000	$	5,009,000
2021	$	1,847,381	$	4,134,232	$	988,926	$	1,919,099	$	191.38	$	147,234,000	$	187,735,000	$	2,996,000

(1)Our PEO for each of the years was Mr. Willoughby. Non-PEO NEOs in each year included Mr. Madden and Mr. Thomann.

(2)Adjustments made to calculate “compensation actually paid” pursuant to the SEC rules to our principal executive officer for the years set forth below are as follows:


PEO	2022		2021
Summary Compensation Table Total	$	2,806,155	$	1,847,381
Less: Reported value of equity awards in Summary Compensation Table	(1,209,559)		(1,148,084)
Plus: Year-end fair value of equity awards granted during the year that are outstanding and unvested as of year-end	382,701		1,322,802
Plus/(less): Change in value, from prior year-end to current year-end, of awards granted in a prior year that are outstanding and unvested as of year-end	(345,647)		334,318
Plus: Vest date fair value of equity awards granted and vested in the year	184,898		865,523
Plus/(less): Change in value, from prior year-end to vesting date, of awards granted in a prior year that vested during the year	(659,163)		923,915
Less: Value of awards granted in prior years that fail to meet the applicable vesting criteria	(99,949)		(11,623)
Plus: Value of dividend equivalents declared not otherwise reflected in the fair value or total compensation	1,087,165		—
Total Adjustments	(659,555)		2,286,851
Compensation Actually Paid	$	2,146,600	$	4,134,232

Adjustments made to calculate “compensation actually paid” pursuant to the SEC rules to our named executive officers (other than our principal executive officer) on average for the years set forth below are as follows:


Average of Non-PEO NEOs	2022		2021
Summary Compensation Table Total	$	1,342,785	$	988,926
Less: Reported value of equity awards in Summary Compensation Table	(658,587)		(482,882)
Plus: Year-end fair value of equity awards granted during the year that are outstanding and unvested as of year-end	205,584		520,999
Plus/(less): Change in value, from prior year-end to current year-end, of awards granted in a prior year that are outstanding and unvested as of year-end	(136,134)		129,554
Plus: Vest date fair value of equity awards granted and vested in the year	123,753		385,926
Plus/(less): Change in value, from prior year-end to vesting date, of awards granted in a prior year that vested during the year	(257,575)		363,890
Less: Value of awards granted in prior years that fail to meet the applicable vesting criteria	(38,836)		12,686
Plus: Value of dividend equivalents declared not otherwise reflected in the fair value or total compensation	497,451		—
Total Adjustments	(264,343)		930,173
Compensation Actually Paid	$	1,078,443	$	1,919,099

(3)Cumulative Total Shareholder Return (“TSR”) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period assuming initial fixed investment of $100, and all dividends, if any, were reinvested.

(4)The dollar amounts reported represent the amount of net income (loss) reflected in our audited financial statements for the applicable year.

(5)The Company-selected measures are Service Fee Equivalent Revenue and Adjusted EBITDA, which are non-GAAP financial measures. See Appendix A for additional information regarding Service Fee Equivalent Revenue and Adjusted EBITDA as publicly disclosed by the Company, including a reconciliation of both measures for the years ended December 31, 2022 and 2021 to the most comparable GAAP measures, total revenue and net income (loss).

Analysis of Information of the Information Presented in the Pay versus Performance Table

The following charts provide a graphical representation of the “compensation actually paid” to our PEO and other NEOs and (i) the Company’s cumulative TSR, (ii) the Company’s net income (loss), (iii) the Company's Service Fee Equivalent Revenue and (iv) the Company’s Adjusted EBITDA, in each case for the two most recently completed fiscal years. TSR amounts reported in the graph assume an initial fixed investment of $100, and all dividends, if any, were reinvested.

Compensation Actually Paid and TSR

Compensation Actually Paid and Net Income (Loss) (1)

(1)2021 and 2022 Net Income (Loss) includes $160.9 million and $3.6 million, respectively, of income from discontinued operations. Excluding income from discontinued operations, net loss from continuing operations was $13.6 million and $20.2 million for the years ended December 31, 2021 and 2022, respectively. The Company does not consider Net Income (Loss) as a primary financial measure when making compensation decisions.

Compensation Actually Paid and Service Fee Equivalent Revenue (2)

(2)The increase in Service Fee Equivalent Revenue for the year ended December 31, 2022, compared to the year prior period, does not correlate with the decrease in “compensation actually paid” over the same period primarily due to the impact of changes in the Company’s stock price on the calculation of “compensation actually paid.” During 2021, the Company's stock price increased significantly primarily due to share value recognized from the Company's prior LiveArea business unit divestiture, which resulted in incremental "compensation actually paid". The 2022 "compensation actually paid" includes the benefit of $1.0 million of incremental consideration for the Company's PEO applicable to the amended and restated ESA and CIC and $0.4 million of incremental consideration to one of the Company's non-CEO PEOs applicable to a retention bonus. "Compensation actually paid" in both 2021 and 2022 include equal amounts of transaction bonuses paid in relating to the LiveArea business unit divestiture.

Compensation Actually Paid and Adjusted EBITDA (3)

(3)The increase in Adjusted EBITDA for the year ended December 31, 2022, compared to the year prior period, does not correlate with the decrease in “compensation actually paid” over the same period primarily due to the impact of changes in the Company’s stock price on the calculation of “compensation actually paid.” During 2021, the Company's stock price increased significantly primarily due to share value recognized from the Company's prior LiveArea business unit divestiture, which resulted in incremental "compensation actually paid". The 2022 "compensation actually paid" includes the benefit of $1.0 million of incremental consideration for the Company's PEO applicable to the amended and restated ESA and CIC and $0.4 million of incremental consideration to one of the Company's non-CEO PEOs applicable to a retention bonus. "Compensation actually paid" in both 2021 and 2022 include equal amounts of transaction bonuses paid in relating to the LiveArea business unit divestiture.

Financial Performance Measures

We believe the following financial performance measures represent the most important financial performance measures used to link the compensation actually paid to our NEOs for fiscal year 2022 to our financial performance:

•Service Fee Equivalent Revenue

•Adjusted EBITDA

OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR END

The following table sets forth the number of equity incentive plan awards for each Named Executive Officer outstanding as of December 31, 2022. There were no unexercised stock options held by any Named Executive Officer at December 31, 2022.


		Stock Awards
Named Executive Officer	Grant Date	Equity incentive plan awards: Number of unearned shares that have not vested (#) (1)	Equity incentive plan awards: Market or payout value of unearned shares that have not vested ($) (2)		Dividend Equivalents (3)

Michael C. Willoughby	4/15/2021	51,359	$	315,858	$	231,116
	6/14/2022	62,227	$	382,696	$	280,022

Thomas J. Madden	4/15/2021	23,601	$	145,146	$	106,205
	6/14/2022	28,594	$	175,853	$	128,673

R. Zach Thomann	4/15/2021	16,855	$	103,658	$	75,848
	6/14/2022	38,263	$	235,317	$	172,184

(1)Awards consist of Performance Shares and RSUs and are shown at the maximum Awards shares issuable under the Plan. The RSUs are subject to three-year vesting and the Performance Shares are subject to three-year vesting and certain additional criteria, depending upon Award grant, including continued employment, the comparative performance (on an annual and cumulative basis) of the Company’s common stock on Nasdaq as compared to the Russell Microcap Index and/or achievement of certain Company or business unit performance goals.

(2)Market value is computed by multiplying the number of Performance Shares Awards by $6.15, which was the closing price per share of the Company’s common stock on December 31, 2022, on Nasdaq.

(3)Represents cash value of dividend equivalents on outstanding awards.

Employment, Change Of Control And Termination Arrangements For Executives

Michael C. Willoughby

Effective November 8, 2022, the Company amended and restated both Mr. Willoughby’s ESA and CIC. Under the ESA, effective from the date of execution through September 30, 2023 (pursuant to a subsequent amendment), with a possible extension through December 31, 2023, the Company has reduced Mr. Willoughby’s annual cash-based salary from $530,000 to $30,000. Mr. Willoughby will also receive a salary equivalent of $100,000 per quarter paid in the Company's common stock. Such a reduction in salary would have normally triggered the Company’s obligation to pay Mr. Willoughby two components that make up a severance payment, comprised of (a) $1,060,000 in a cash payment (the “Cash Payment”) (calculated as two times the current $530,000 cash-based salary) and (b) two times the target level value of all incentive, time-based, and performance-based awards for the 2022 fiscal year.

Under the ESA, Mr. Willoughby agreed to receive the reduced cash-based salary of $30,000 plus the quarterly award of the Company's common stock and eliminate entirely the cash component of the severance payment – in both the ESA and CIC – in the event of a future Qualifying Termination (as defined in the ESA and CIC), leaving him with two times the target level value of all incentive, time-based, and performance-based awards for the 2022 fiscal year and health benefits for two years.

Further, Mr. Willoughby agreed to a two-year non-compete in the CIC (consistent with the existing non-compete in the ESA).

To garner Mr. Willoughby’s agreement to execute the new ESA and CIC in November 2022 with its amended terms, the Company has agreed to pay him $954,000 upon ESA execution (equal to the prior Cash Payment less a 10% discount) and (under the ESA and CIC at the time of a Qualifying Termination) allow accelerated and immediate vesting of all existing RSUs and Performance Shares, to the extent not vested based on target performance levels. Additionally, Mr. Willoughby is eligible for a short-term incentive award grant to be paid in the Company's common stock, for the 2023 calendar year of $386,250 upon the termination of the ESA on September 30, 2023 or, if extended, on December 31, 2023. Mr. Willoughby has agreed to forego any new 2023 long-term incentive component that previously had been valued at $772,500 in each of the past several years.

For purposes of providing quantitative disclosure of the foregoing, assuming that a qualifying triggering event occurred as of December 31, 2022 and assuming the Plan had enough shares to issue Awards in 2022 in a consistent manner as the prior year grants, Mr. Willoughby would have been entitled to receive other benefits with an estimated value of approximately $65,000, up to 473,495 shares of the Company’s common stock valued at $2,911,994 based on the $6.15 closing price of the Company’s common stock on December 31, 2022, and cash payments for dividend equivalents of $434,997, such amounts would be the same in the event of a change in control, plus, if applicable, an additional grossed-up amount to cover any excise tax liability. In the event that the Plan does not have sufficient shares approved, stock awards values will be settled in cash. A Change in Control has the meaning provided in Section 409A of the Internal Revenue Code, as amended (the “Code”) and the regulations thereunder.

On November 9, 2022, the Company announced that Mr. Willoughby took on the role of Executive Director of the Board, in addition to his CEO role. In this position, he is primarily focusing on the Company’s strategic alternatives process while transitioning management responsibilities to COO Zach Thomann. Mr. Thomann is expected to take on the CEO role no later than January 1, 2024.

Thomas J. Madden

The Company and Mr. Madden have entered into Change in Control Severance Agreements, as amended. Under these agreements, and in consideration of certain commitments of the officer to continue employment, upon the occurrence of a Change in Control, all unvested options held by the officer immediately vest and become exercisable. During the two year period following a Change in Control (whenever occurring), as defined in the applicable agreement, if the employment of the officer is terminated (other than for cause, death, disability or retirement), or if there is a material adverse change in the officer’s responsibilities, compensation or benefits to which the officer does not consent, then, in each case, the officer is entitled to receive from the Company (1) all salary and bonus amounts accrued through the date of termination, (2) a severance payment equal to twice the officer’s salary and bonus amount (which is defined as the greater of (i) the highest annual incentive bonus earned by the executive during the last three completed fiscal years or (ii) the executive’s then target

bonus, if any) and (3) continuation for two years of all employee benefits (unless otherwise provided by a subsequent employer). If applicable, the officer is also entitled to receive an additional payment to compensate the officer for any additional excise tax liability arising by reason of the receipt of such severance or bonus payment. The agreement terminates upon the voluntary resignation or termination of employment by the officer.

In addition, upon a Change in Control, certain unvested Performance Shares and all RSUs issued to the officer immediately vest and each recipient is entitled to receive an additional payment to compensate the officer for any additional excise tax liability arising by reason of the receipt of such shares.

The Company and Mr. Madden have also entered into Executive Severance Agreements. Under this agreement, and in consideration for, among other things, the agreement by the executive to be bound by a restrictive covenant, in the event of the termination of the employment of the executive other than for cause (including termination following a reduction in the executive’s base salary unless such reduction is part of, and proportionate with, a general reduction in officer compensation), the executive is entitled to a severance payment, based on the executive’s years of service, up to a maximum of twice the executive’s salary and the bonus, if any, that the executive would have received for such fiscal year (based upon the executive’s targeted bonus amount and the Company’s actual results for such fiscal year), payable in monthly installments over a period not to exceed two years (based on the executive’s years of service). In addition, in the event of termination without cause, the executive is entitled during the severance period to a continuation of benefits and to the accelerated vesting of all options then held by the executive, and the executive is considered a continuing employee of the Company for all purposes for which the executive’s status as an employee of the Company would entitle the executive to some benefit, including the vesting of Performance Shares and Restricted Stock Units. The severance payment and benefits are reduced by any compensation or benefits received by the executive from any subsequent employer.

Effective as of December 31, 2008, the Company and Mr. Madden entered into an amendment to the existing Executive Severance Agreement and Change in Control Severance Agreement. The primary purpose of such amendment was to modify such agreements so that they conform to Section 409A of the Code. In addition, the amendment to the Executive Severance Agreement modified the calculation of the severance amount thereunder so that it is based on the highest annual rate of base salary during the 12-month period immediately prior to the qualifying termination.

For purposes of providing quantitative disclosure of the foregoing, assuming that a qualifying triggering event occurred as of December 31, 2022 and assuming the Plan had enough shares to issue Awards in 2022 in a consistent manner as the prior year grants: Mr. Madden would have been entitled to receive aggregate cash payments of approximately $764,000 (payable over 24 months), other benefits with an estimated value of approximately $65,000, up to 164,499 shares of the Company’s common stock valued at $1,011,669 based on the $6.15 closing price of the Company’s common stock on December 31, 2022, and cash payments for dividend equivalents of $199,899 (and, in the event of a change in control, an additional amount of up to 34,865 shares of the Company’s common stock valued at $214,420 based on the $6.15 closing price of the Company’s common stock on December 31, 2022, plus, if applicable, an additional payment to cover any excise tax liability). In the event that the Plan does not have sufficient shares approved, stock awards values will be settled in cash.

R. Zach Thomann

The Company and Mr. Thomann have entered into an Employment Agreement under which in the event of the termination of the employment of the executive other than for cause (including termination following a reduction in the executive’s base salary unless such reduction is part of, and proportionate with, a general reduction in officer compensation), the executive is entitled to a severance payment of twelve months of the executive’s salary, payable in monthly installments. In addition, in the event of termination without cause, Mr. Thomann is considered a continuing employee of the Company for all purposes for which the executive’s status as an employee of the Company would entitle the executive to the vesting of Performance Shares and RSUs.

For purposes of providing quantitative disclosure of the foregoing, assuming that a qualifying triggering event occurred as of December 31, 2022 and assuming the Plan had enough shares to issue Awards in 2022 in a consistent manner as the prior year grants: Mr. Thomann would have been entitled to receive aggregate cash payments of approximately $475,000 (payable over 12 months), up to 30,623 shares of the Company’s common stock valued at $188,331 based on the $6.15 closing price of the Company’s common stock on December 31, 2022 and cash payments for dividend equivalents of $137,805 (and, in the event of a Change in Control, an additional amount of up to 6,784 shares of the Company’s common stock valued at $41,722 based on the $6.15 closing price of the Company’s common stock on December 31, 2022, and

incremental cash payment of dividend equivalents of $30,528 plus, if applicable, an additional payment to cover any excise tax liability). In the event that the Plan does not have sufficient shares approved, stock awards values will be settled in cash.

TRANSACTION BONUS AGREEMENT

Mr. Willoughby, Mr. Madden and Mr. Thomann each entered into a Transaction Bonus Agreement with the Company under which such executive officer would be eligible to receive a cash payment based on a percentage of the total “transaction value” received by the Company upon a Change in Control of the Company (as defined specifically in such Transaction Bonus Agreement, with an Outside Closing Date of December 31, 2023) in connection with the Company’s strategic alternatives initiative. The Transaction Bonus Agreement for each of the above executive officers is consistent, except with percentages of the “transaction value” payable as cash bonuses as follows, respectively: Mr. Willoughby: 0.255%, Mr. Madden 0.225%, and Mr. Thomann 0.305%. For purposes of the calculation of the transaction bonuses, “transaction value” will have the same meaning as set forth in the engagement letter with Raymond James, the banker working with the Company on the strategic alternatives initiative. If the individual’s conditions are met, such bonus will be paid as soon as practicable upon the closing of any such transaction, but in no event later than 30 days of the closing of a transaction. The transaction bonuses for Messrs. Willoughby, Madden and Thomann provide a full gross up if the transaction bonus along with all other compensation constitute “parachute payments” that will be subject to the excise tax. If the Company experiences a Change in Control, the gross up payment, if any, will be equal to the sum of the excise tax payable by the executive, plus the amount necessary to put the executive in the same after-tax position (taking into account any and all applicable federal, state, local and foreign income, employment and excise taxes, including the excise tax and any income and employment taxes imposed on the gross-up payment) that the executive would have been in if the executive had not incurred any tax liability under Section 4999 of the Code. If owed, the Company shall pay to the executive, no later than the time the excise tax is required to be paid by the executive, so long as the Company’s Compensation Committee can confirm such tax (and amount), based upon the advice of the Company’s independent certified public accountants. If the Company receives such advice, it will pay the executive a grossed-up amount in connection with the Transaction Bonus as soon as practical, but in no event later than 30 days after such gross-up confirmation by the Compensation Committee. The Transaction Bonus Agreement requires the executive to be employed through the closing contemplated therein.

2022 DIRECTOR COMPENSATION

The following table sets forth the compensation earned by non-employee Directors for their service on the Board of Directors and its committees, as applicable, during the year ended December 31, 2022:


	Fees Earned
Director	Cash		Stock Awards (1)		Option Awards (1)		Total

David I. Beatson (2)	$	7,500	$	120,000	$	—	$	127,500
Monica Luechtefeld (3)	15,000		120,000		—		135,000
Benjamin Rosenzweig (4)	—		120,000		—		120,000
Robert Frankfurt (5)	—		120,000		—		120,000
G. Mercedes De Luca (6)	7,500		120,000		—		127,500

(1)Represents aggregate grant date fair value in accordance with ASC Topic 718. See Note 8 of our Financial Statements and Supplementary Data in the Original Filing on Form 10-K for the assumptions used in calculating these amounts.

(2)Mr. Beatson had 40,000 options and 138,778 deferred stock units outstanding as of December 31, 2022 and in the year ended December 31, 2022 he earned $7,500 in chairperson fees.

(3)Ms. Luechtefeld had 30,000 options and 136,003 deferred stock units outstanding as of December 31, 2022 and in the year ended December 31, 2022 she earned $15,000 in chairperson fees.

(4)Mr. Rosenzweig had 40,000 options and 138,778 deferred stock units outstanding as of December 31, 2022.

(5)Mr. Frankfurt had 30,000 options and 78,240 deferred stock units outstanding as of December 31, 2022.

(6)Ms. De Luca had 30,000 options and 72,481 deferred stock units outstanding as of December 31, 2022 and in the year ended December 31, 2022 she earned $7,500 in chairperson fees.

For 2022, each non-employee Director received a quarterly retainer (“Retainer”) equal to $30,000. Each quarterly Retainer is effected through the issuance of Deferred Stock Units (each, a “DSU”) under the Plan. Each DSU represents the right to receive a number of shares of the Company's Common Stock equal to the Retainer divided by the closing price of the Company's Common Stock immediately preceding the DSU grant date.

In addition, the Chairperson of the Board and the chairpersons of the Audit, Compensation and Technology and Cybersecurity Committees are entitled to receive an annual cash payment of $7,500.

In accordance with the special dividend equivalent declared (as described above), Mr. Beatson received $804,501 dividend equivalents, of which $180,000 was paid in cash in the first quarter of fiscal 2023, Ms. Luechtefeld received $747,014 dividend equivalents of which $135,000 was paid in cash in the first quarter of fiscal 2023, Mr. Rosenzweig received $804,501 dividend equivalents, of which $180,000 was paid in cash in the first quarter of fiscal 2023, Mr. Frankfurt received $487,080 dividend equivalents of which $135,000 was paid in cash in the first quarter of fiscal 2023, and Ms. De Luca received $461,165 dividend equivalents of which $135,000 was paid in cash in the first quarter of fiscal 2023. The remaining dividend equivalents will be payable upon future vesting of the applicable equity awards.

Directors who are also employees of the Company or any of its subsidiaries receive no remuneration for serving as directors or Committee members.

Certain Relationships and Related Transactions, and Director Independence

Director Independence

The Board of Directors evaluates the independence of each director in accordance with applicable laws and regulations and the Nasdaq Listing Rules. The Board of Directors consider all relevant facts and circumstances in making an independence determination, including among other things, making an affirmative determination that the director has no material relationship with the Company directly or as an officer, stockholder, or partner of an entity that has a material relationship with the Company. The Board of Directors has determined that, other than Mr. Willoughby, each director, and each member of each committee of the Board of Directors, is independent within the meaning of applicable SEC rules and Nasdaq Listing Rules. The independent directors are able to and generally meet in executive session without the Company’s management at each regularly scheduled Board meeting.

Relationships with Related Persons

Indemnification of Officers and Directors

We have entered into, and intend to enter into, separate indemnification agreements with our directors and certain qualifying officers, in addition to the indemnification provided for in our Amended and Restated Bylaws. These agreements, among other things, require us to indemnify our directors and officers for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or officer or any other company to which the director or officer provides services at our request. We believe that these bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers.

Other Transactions

We have entered into various employment-related agreements and compensatory arrangements with our executive officers and directors that provide for compensatory and certain severance and change of control benefits. For a description of these see sections above titled “Employment, Change of Control and Termination Arrangements for Executives” and “2022 Director Compensation.”

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth as of July 5, 2023, certain information regarding the beneficial ownership of the Company’s Common Stock by (i) each person who is known to the Company to beneficially own more than 5% of the Company's Common Stock, (ii) each of the Directors and Named Executive Officers of the Company individually and (iii) the Directors and executive officers of the Company as a group. The information contained in this table reflects “beneficial ownership” as defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and, as such, also includes shares acquirable within 60 days. Unless otherwise indicated, the stockholders identified in this table have sole voting and investment power with respect to the shares owned of record by them.


Name and Address of Beneficial Owner	Number of Shares	Percent (1)

transcosmos, inc. (2)
Shibuya First Tower 1-2-20, Higashi, Shibuya-ku
Tokyo 150-0011 Japan	3,678,779	16.2%
Voss Capital, LLC
3773 Richmond Ave, Suite 500, Houston, TX 77046	2,278,962	10.0%
Bank of America Corporation
100 North Tryon Street, Charlotte, North Carolina 28255	1,787,265	7.9%
AWM Investment Company, Inc.
527 Madison Avenue, Suite 2600, New York, NY 10022	1,525,000	6.7%


Michael C. Willoughby	663,690	2.9%
Thomas J. Madden	483,463	2.1%
David I. Beatson	222,458	*
Benjamin Rosenzweig	212,051	*
R. Zach Thomann	193,306	*
Monica Luechtefeld	175,300	*
Robert Frankfurt	117,537	*
Mark Fuentes	116,826	*
G. Mercedes De Luca	111,778	*
Laura L. Bracken	—	*

All directors and executive officers as a group (11 persons) (4)	2,296,409	10.1%

* Represents less than 1%

(1) This table is based on 22,725,012 shares of the Company's common stock outstanding on July 5, 2023. To calculate a stockholder's percentage of beneficial ownership, we include in the numerator and denominator those shares underlying options, stock awards and deferred stock units beneficially owned by that stockholder that are vested or that will vest within 60 days. Options, stock awards and deferred stock units held by other stockholders, however, are disregarded in the calculation of beneficial ownership. Therefore, the denominator used in calculating beneficial ownership among our stockholders may differ.

(2) Based on a March 25, 2014 Form SC 13 D/A filed by transcosmos, inc. with the Securities and Exchange Commission.

(3) Includes the following shares issuable under outstanding vested options, vested stock awards, and deferred stock units: David I. Beatson - 178,778 shares; Benjamin Rosenzweig - 188,075 shares; Monica Luechtefeld - 166,003 shares; Robert Frankfurt - 108,240 shares; and G. Mercedes De Luca - 102,481 shares.

(4) Includes 743,577 shares of the Company's Common Stock issuable under outstanding vested options, vested stock awards, and deferred stock units.

The following table summarizes information with respect to equity compensation plans under which equity securities of the registrant are authorized for issuance as of December 31, 2022. For additional information about our equity

compensation plans, see Note 8 and Item 12 in the Company’s consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2022:


	(a) Number of securities to be issued upon exercise of outstanding options, warrants and rights (3)	(b) Weighted- average exercise price of outstanding options, warrants and rights (2)		(c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)
Plan category (1)
Equity compensation plans approved by stockholders	1,238,420	$	7.80	886,427
Equity compensation plans not approved by stockholders	—			—

(1)See Note 10 of our Financial Statements and Supplementary Data in the Original Filing on Form 10-K for more detailed information regarding the Company’s equity compensation plans.

(2)Excludes 136,940 service-based RSUs, 180,570 Performance Shares and 564,280 deferred stock units.

(3)Excludes 147,535 service-based RSUs and 335,496 Performance Shares which vested as of December 31, 2022 and were issued in the first quarter of 2023.

(4)As of July 5, 2023, there were approximately 18,000 securities remaining for future issuance under the equity compensation plans.

Delinquent Section 16(a) Reports

Under U.S. securities laws, directors, certain officers and persons holding more than 10% of our common stock must report their initial ownership of our common stock and any changes in their ownership to the SEC. The SEC has designated specific due dates for these reports and we must identify in this Proxy Statement those persons who did not file these reports when due. Based solely on our review of copies of the reports filed with the SEC and the written representations of our directors and executive officers, we believe that all reporting requirements for fiscal year 2022 were complied with by each person who at any time during the 2022 fiscal year was a director or an executive officer or held more than 10% of our common stock, except for Stephanie DelaCruz, a former officer of the Company in 2022, filed one late report for one transaction. The late filings were due to administrative oversight by the Company’s stock administration. Additionally, Madison Avenue Partners, LP., a holder of more than 10% of our common stock, filed two late reports; their initial beneficial ownership and two subsequent transactions.

PROPOSAL 3

APPROVAL OF AN AMENDMENT TO THE RIGHTS AGREEMENT

The Company is currently a party to a Rights Agreement, dated as of June 8, 2000, with Computershare Inc. successor in interest to Computershare Shareowner Services LLC (formerly known as Mellon Investor Services LLC), as amended by Amendment No. 1 thereto dated as of May 30, 2008, Amendment No. 2 thereto dated as of May 24, 2010, Amendment No. 3 thereto dated July 2, 2010, Amendment No. 4 thereto dated as of May 15, 2013, Amendment No. 5 thereto dated as of June 18, 2015, Amendment No. 6 thereto dated as of July 30, 2015, Amendment No. 7 thereto dated as of June 27, 2018, Amendment No, 8 dated August 24, 2021 and Amendment No, 9 dated August 31, 2022 (collectively, as amended, the “Rights Agreement”).

Currently the Rights Agreement, under Amendment No. 9, will expire on the 30th day after the 2023 Annual Meeting unless continuation of the Rights Agreement is approved by the stockholders of the Company at the Annual Meeting. If continuation of the Rights Agreement is so approved by our stockholders, the Company will enter into Amendment No. 10 to the Rights Agreement that will amend the Rights Agreement to continue in effect until the 30th day after the 2024 Annual Meeting, unless continuation of the Rights Agreement is approved by the stockholders of the Company at the 2024 Annual Meeting or as otherwise set forth therein.

The Board of Directors believes that maintaining the Rights Agreement is an important tool with which it can protect stockholder value. The rights to purchase preferred stock as set forth in the Rights Agreement (the “Rights”) are intended to protect the stockholders of the Company in the event of an unfair or coercive offer to acquire the Company and to provide the Board of Directors with adequate time to evaluate unsolicited offers. The Rights may have anti-takeover effects. The Rights will cause substantial dilution to a person or group that attempts to acquire the Company without conditioning its offer on a substantial number of shares being acquired. The Rights, however, should not inhibit any prospective offeror willing to make an offer at a fair price and otherwise in the best interests of the Company and its stockholders, as determined by the Board of Directors. The Rights should also not interfere with any merger or other business combination approved by the Board of Directors.

Description of the Rights Agreement

The following is a summary of the material terms of the Rights Agreement, as proposed to be amended by Amendment No. 10 thereto. The statements below are only a summary, and we refer you to the full text of the Rights Agreement, and each of Amendments Nos. 1 to 9 thereto, as well as the proposed Amendment No. 10 thereto, which can be found attached to this proxy statement as Appendix B.

Under the terms of the Rights Agreement, each share of common stock outstanding has one Right attached to it, so that the purchase of a share of common stock is also a purchase of the attached Right. Except as set forth below, each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Preferred Stock, par value $1.00 per share (“Series A Shares”), at a price of $35.00 (the “Purchase Price”), subject to adjustment. The Purchase Price shall be paid in cash.

Until the “Separation Date,” no separate certificates evidence the Rights (“Rights Certificates”), and the Rights are evidenced by the certificates or book entry accounts of the associated common stock, and the Rights may be transferred with, and only with, the associated common stock certificates or associated book entry accounts so that the surrender for transfer of any certificates for common stock or any book entry transfer of common stock also constitutes the transfer of the Rights associated with the common stock represented by such certificates or book account.

The “Separation Date” is the earlier to occur of (a) 10 business days following a public announcement that a person or group of affiliated or associated persons (collectively, an “Acquiring Person”) has acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding common stock or (b) 15 business days (or such later date as may be determined by the action of the Board before any person becomes an Acquiring Person) following the commencement of a tender offer or exchange offer if, upon consummation thereof, such person or group would be the beneficial owner of 20% or more of the outstanding common stock. As soon as practicable following the Separation Date, separate Rights Certificates will be mailed to holders of record of the common stock as of the close of business on the Separation Date and, thereafter, such separate Rights Certificates alone will evidence the Rights.

Notwithstanding the foregoing, the Board of Directors may determine, in the exercise of its reasonable judgment, that a person who would otherwise be an “Acquiring Person,” as defined pursuant to the foregoing definition, shall not be deemed to be an “Acquiring Person,” provided, that, and for so long as (i) such person, together with all affiliates and associates of such person, shall be the beneficial owner of not more than 20% of the common stock then outstanding and (ii) on or before the date upon which such person would otherwise be an “Acquiring Person,” as defined pursuant to the foregoing definition, such person, on behalf of or together with all affiliates and associates of such person, shall have executed and delivered to the Company, and shall be bound by and subject to, a standstill agreement satisfactory in form and substance to the Board of Directors.

In addition, transcosmos inc., and its direct and indirect subsidiaries and affiliates (collectively, the “Transcosmos Entities”) shall not be deemed an “Acquiring Person” so long as the Transcosmos Entities do not increase their beneficial ownership to greater than 5% of the Company’s then outstanding common stock (excluding the securities purchased under the Securities Purchase Agreement, dated May 15, 2013 by and between the Company and transcosmos inc (the “Purchase Agreement”)) and are otherwise in compliance with the terms of the standstill provisions set forth in Section 5.7 of the Purchase Agreement.

The Rights are not exercisable until the Separation Date and will expire on the 30th day after the 2023 Annual Meeting unless continuation of the Rights Agreement is approved by the stockholders of the Company at the 2023 Annual Meeting (the “Final Expiration Date”), unless earlier redeemed by the Company as described below.

In the event that (a) a person becomes an Acquiring Person, or (b) the Board of Directors declares any person to be an adverse person upon a determination that such person has become the beneficial owner of a substantial amount of common stock (which shall in no event be less than 10% of the Common Shares then outstanding), the Rights Agreement provides that proper provision shall be made so that each holder of a Right will thereafter be entitled to receive, upon exercise, common stock (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times the exercise price of the Right.

In the event that, at any time following the first date of public announcement by the Company or an Acquiring Person indicating that an Acquiring Person has become such (the “Shares Acquisition Date”), (a) the Company engages in a merger or other business combination transaction in which the Company is not the surviving corporation, (b) the Company engages in a merger or other business combination transaction with another person in which the Company is the surviving corporation, but in which its common stock are changed or exchanged or (c) 50% or more of the Company’s assets or earning power is sold or transferred, the Rights Agreement provides that proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, common shares of the acquiring company having a value equal to two times the exercise price of the Right.

The Board of Directors may, at its option, at any time after the right of the Board of Directors to redeem the Rights has expired or terminated (with certain exceptions), exchange all or part of the then outstanding and exercisable Rights (other than those held by the Acquiring Person) for common stock at a ratio of one Common Share per Right, as adjusted; provided, however, that such Right cannot be exercised once a Person, together with such Person’s Affiliates and Associates, becomes the owner of 50% or more of the outstanding common stock. If the Board authorizes such an exchange, the Rights will immediately cease to be exercisable.

The Rights Agreement contains provisions intended to prevent the utilization of voting trusts or similar arrangements that could have the effect of rendering ineffective or circumventing the beneficial ownership rules set forth in the Rights Agreement, as well as provisions under which any Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person shall immediately become null and void.

The Purchase Price payable, and the number of Series A Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (a) in the event of a dividend of Series A Shares on, or a subdivision, combination or reclassification of, the Series A Shares, (b) upon the grant to holders of the Series A Shares of certain rights or warrants to subscribe for Series A Shares or securities convertible into Series A Shares at less than the current market price of the Series A Shares or (c) upon the distribution to holders of the Series A Shares of debt securities or assets (excluding regular quarterly cash dividends and dividends payable in Series A Shares) or of subscription rights or warrants (other than those referred to above).

With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares that are not integral multiples of one one-thousandth of a Series A Share will be issued and, in lieu thereof, an adjustment in cash will be made based on the closing price of the Series A Shares on the last trading date prior to the date of exercise.

At any time after the date of the Rights Agreement until the earlier of (A) the date a Person becomes an Acquiring Person or (B) the Final Expiration Date, the Board may redeem the Rights in whole, but not in part, at a price of $0.001 per Right, subject to adjustment (the “Redemption Price”). Immediately upon the action of the Board ordering redemption of the Rights, the Rights will no longer be exercisable. Thereafter the only right of the holders of Rights will be to receive the Redemption Price.

Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to stockholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for common stock (or other consideration) of the Company or for common shares of the Acquiring Person as set forth above.

The Rights Agreement further provides that in the event the Company receives a “Qualifying Offer” (that has not been terminated prior thereto and which continues to be a Qualifying Offer), stockholders representing at least 10% of the shares of common stock then outstanding may request that the Board of Directors call a special meeting of the stockholders to vote to exempt the Qualifying Offer from the operation of the Rights Agreement not earlier than 90, nor later than 120, business days following the commencement of such offer. The Board of Directors must then call and hold a special meeting of the stockholders for a vote on exempting such offer from the terms of the Rights Agreement within 90 business days following receipt of the stockholder demand for the meeting; provided that such period may be extended if, prior to the vote, the Company enters into an agreement (that is conditioned on the approval by the holders of not less than a majority of the outstanding shares of common stock) with respect to a merger, recapitalization, share exchange or a similar transaction involving the Company or the direct or indirect acquisition of more than 50% of the Company’s consolidated total assets (a “Definitive Acquisition Agreement”), until the time of the meeting at which the stockholders will be asked to vote on the Definitive Acquisition Agreement. If no Acquiring Person has emerged, the offer continues to be a Qualifying Offer and if stockholders representing at least a majority of the shares of common stock represented at the meeting at which a quorum is present vote in favor of redeeming the Rights, then such Qualifying Offer shall be deemed exempt from the Rights Agreement on the date that the vote results are certified. If no Acquiring Person has emerged and no special meeting is held by the date required, the Rights will be redeemed, without the need for action by the Board of Directors, at the close of business on the tenth business day following that date.

A “Qualifying Offer,” in summary terms, is an offer determined by the Board of Directors to have each of the following characteristics which are generally intended to preclude offers that are coercive, abusive or clearly illegitimate:

•is an all-cash tender offer or stock exchange offer or combination thereof for any and all of the outstanding shares of common stock of the Company;

•is an offer that has commenced within the meaning of Rule 14d-2(a) under the Securities Exchange Act of 1934, as amended, and is made by an offeror (including its affiliates or associates) that beneficially owns no more than 1% of the outstanding common stock of the Company as of the date of such commencement;

•is an offer whose per-share price represents a reasonable premium over the highest market price of the Company’s common stock in the preceding 24 months, with, in the case of an offer that includes shares of common stock of the offeror, such per-share offer price being determined using the lowest reported market price for common stock of the offeror during the five trading days immediately preceding and the five trading days immediately following the commencement of the offer;

•is an offer which, within 20 business days after the commencement date of the offer (or within 10 business days after any increase in the offer consideration), does not result in a nationally recognized investment banking firm retained by the Board of Directors rendering an opinion to the Board of Directors that the consideration being offered to the Company’s stockholders is either unfair or inadequate;

•is subject only to the minimum tender condition described below and other customary terms and conditions, which conditions shall not include any requirements with respect to the offeror or its agents being permitted to conduct any due diligence with respect to the books, records, management, accountants and other outside advisers of the Company;

•is accompanied by an irrevocable written commitment by the offeror to the Company that the offer will remain open for at least 120 business days and, if a special meeting is duly requested by the Company’s stockholders with respect to the offer, at least 10 business days after the date of the special meeting or, if no special meeting is held within 90 business days following receipt of the notice of the special meeting, for at least 10 business days following that 90-day period;

•is accompanied by an irrevocable written commitment by the offeror to the Company that, in addition to the minimum time periods specified above, the offer will be extended for at least 15 business days after any increase in the price offered, and after any bona fide alternative offer is made;

•is conditioned on a minimum of a majority of the shares of the Company’s common stock being tendered and not withdrawn as of the offer’s expiration date;

•is accompanied by an irrevocable written commitment by the offeror to the Company to consummate promptly upon successful completion of the offer a second-step transaction whereby all shares of the Company’s Common Stock not tendered into the offer will be acquired at the same consideration per share actually paid pursuant to the offer, subject to stockholders’ statutory appraisal rights, if any;

•is accompanied by an irrevocable written commitment by the offeror to the Company that no amendments will be made to the offer to reduce the offer consideration or otherwise change the terms of the offer in a way that is adverse to a tendering stockholder; and

•is accompanied by certifications of the offeror and its chief executive officer and chief financial officer (in their individual capacities) that all information that may be material to an investor’s decision to accept the offer have been disclosed, and will continue to be disclosed promptly for the pendency of the offer, fully and accurately disclosed.

Any offers that have cash as all or partial consideration are subject to further conditions for qualification as “Qualifying Offers,” as set forth in the Rights Agreement. These conditions generally require assurance that the offer is fully financed and that the offeror has sufficient committed resources to consummate the offer. Any offers that have acquiror common stock as all or partial consideration are subject to further conditions for qualification as “Qualifying Offers,” as set forth in the Rights Agreement. These conditions generally require certain safeguards regarding, and access to information about, the acquiror to allow an informed determination as to the value of and risks associated with the stock, including safeguards against developments that adversely affect the value of the stock, that the acquiror’s stock (which may not have subordinated voting rights nor may its ownership be heavily concentrated in one person or group) is listed on a national exchange, that the acquiror meets certain seasoned issuer standards under the Securities Act of 1933 and that no acquiror stockholder approval of the issuance of the consideration to the Company’s stockholders is necessary after commencement of the offer.

The provisions of the Rights Agreement may be amended by the Board of Directors without approval of the holders of Rights; provided, however, that following the date on which a person has become an Acquiring Person, no such amendment will adversely affect the interests of holders of Rights.

Recommendation and Vote Required

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THIS PROPOSAL.

The affirmative vote of the stockholders of a majority of the shares present in person or represented by proxy and entitled to vote at the Annual Meeting is required to approve the amendment to the Rights Agreement.

PROPOSAL 4

APPROVAL OF AMENDMENT TO THE 2020 STOCK AND INCENTIVE PLAN

At the Annual Meeting, stockholders are being asked to approve an amendment to the 2020 Stock and Incentive Plan (as proposed amended, the “Plan”) to increase the number of shares of Common Stock reserved for issuance thereunder by 2,500,000 shares as described below. A copy of the Plan, as so amended, is attached to this Proxy Statement as Appendix C.

General Information

The Company has established the Plan to provide short- and long-term compensation to motivate executives to achieve the financial performance objectives we set and to incentivize the executives and employees to achieve and exceed, and to reward the executives and employees for achieving and exceeding, such objectives. A portion of each executive’s or employee’s potential aggregate compensation is in the form of incentive compensation. There are two types of performance-based incentive compensation historically used by the Compensation Committee. The first type is short-term incentive compensation in the form of a performance based cash or stock award, which generally is earned upon the achievement of certain individual and/or Company performance goals for the applicable fiscal year and generally paid 50% in equity and 50% in cash. The second type is long-term incentive compensation in the form of grants of performance shares, stock options, restricted stock or restricted stock units, which generally include certain vesting conditions, such as continued employment, financial performance and/or comparative market performance of our common stock.

The Company has the following issued and outstanding equity awards under the Plan (without giving effect to the additional 2,500,000 shares under this Proposal) as of July 5, 2023:


Total shares underlying outstanding stock options	354,662
Weighted-average exercise price of outstanding stock options	$	7.77
Weighted-average remaining contractual life in years of outstanding stock options	2.42
Total shares underlying time-based outstanding unvested and vested, unissued full value awards	274,149
Total shares underlying performance-based outstanding unvested and vested, unissued full value awards	451,757
Total shares underlying market-based outstanding unvested full value awards	109,667
Total deferred stock units held by the non-employee members of our Board	573,577
Total shares available for grant	18,381
Common Stock outstanding	22,725,012
Market closing price of Common Stock	$	4.55

(1)Includes information regarding all outstanding equity awards and shares available for future awards, which are all under the Prior Plan. No other predecessor plans have awards outstanding or shares available for future awards.

(2)Assumes performance-based awards will vest and pay out based on maximum performance levels being achieved.

If the stockholders approve the amendment to the Plan, the number of shares of common stock available for future equity grants to its employees, officers, directors and consultants will be increased by 2,500,000 shares to approximately 2,518,000 shares, plus the number of unissued shares under awards issued and outstanding as of July 5, 2023 which are thereafter canceled, terminated, expired, forfeited or lapse for any reason, provided, however, that, for purposes of computing how many shares of common stock remain available for awards under the Plan, each share of common stock that is granted in an award under the Plan in a form other than an option or a stock appreciation right (a “Full-Value Award”) will be counted against as 1.22 shares.

As of July 1, 2023, approximately 1,200 of the Company’s employees, officers, directors and consultants, including substantially all of the Company’s full-time employees, were eligible to participate in the Plan.

The Company’s Board of Directors has approved the amendment to the Plan described above, subject to stockholder approval. The Board of Directors adopted the amendments to the Plan because it believes that:

•Additional shares for awards under the Plan are necessary to attract and retain qualified employees, executives and outside directors; and

•Additional shares for awards under the Plan are needed to further the goal of motivating existing personnel and providing long-term equity incentives which is an integral component of the Company’s compensation policy.

Description of the Plan

A summary of the Plan, as amended by the amendments described above, is set forth below. This summary is qualified in its entirety by the full text of the Plan, as amended and restated, which is attached to this Proxy Statement as Appendix C.

Purpose. The purpose of the Plan is to align the interest of the employees, officers, consultants and non-employee directors with those of the long-term stockholders of the Company. We believe offering such persons incentives to put forth maximum efforts for the success of the Company’s business and affording such persons an opportunity to acquire an ownership interest in the Company aligns the interests of such persons with the Company’s stockholders. Additionally, such Plan is a critical element of our compensation program and ability to attract and retain experienced and qualified personnel in a competitive market.

Permissible Awards. The Plan authorizes the granting of awards by the Compensation Committee, in its discretion, in any of the following forms of awards in connection with the Company’s equity compensation program each year:

•market-priced options to purchase shares of common stock, which may be non-statutory stock options or incentive stock options;

•stock appreciation rights, which give the holder the right to receive, in cash or stock, the difference between the fair market value per share of common stock on the date of exercise over the fair market value per share of common stock on the date of grant;

•restricted stock, which is a grant of shares that are subject to restrictions on transferability and subject to forfeiture on terms set by the Compensation Committee;

•restricted stock units, which represent the right to receive shares of common stock (or an equivalent value in cash or other property) in the future, based upon the attainment of stated vesting or performance criteria;

•deferred stock units, which represent the vested right to receive shares of common stock (or an equivalent value in cash or other property) in the future;

•performance awards, which are payable in cash or stock upon the attainment of specified performance goals;

•dividend and interest equivalents, which entitle the participant to payments (or an equivalent value payable in stock or other property) equal to, in the case of dividend equivalents, any dividends paid on the shares of stock underlying an award, or, in the case of interest equivalents, a stated rate of return on the value of an outstanding award;

•other stock-based awards in the discretion of the Compensation Committee, including unrestricted stock grants; and

•performance based cash awards.

Shares Available for Awards. Under the Plan, and subject to stockholder approval of the Plan described herein, a total of approximately 2,518,000 shares of common stock will be authorized for the future grant of awards under the Plan, which shares will be in a “fungible pool” with shares subject to Full-Value Awards counted against this limit as 1.22 shares, and any shares subject to any other type of award to be counted against this limit as one share for every one share granted.

Any shares of common stock related to awards under the Plan which terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of such shares, will be available again for grant under the Plan, provided, however, that the following shares of common stock may not again be made available for issuance as awards under the Plan: (i) shares of common stock not issued or delivered as a result of the net se

SEC Form DEF 14A filed by PFSweb Inc.