DEF: A-Mark Precious Metals Sets 2025 Annual Meeting Agenda

A-Mark Precious Metals, Inc. announces its 2025 Annual Meeting of Stockholders to elect directors, approve executive compensation, and ratify auditors, following a fiscal year marked by strategic acquisitions despite lower pre-tax profits.

Summary

• The Annual Meeting of Stockholders will be held virtually on Wednesday, November 12, 2025, at 9:00 a.m. Pacific Time.
• Stockholders will vote on the election of ten directors, an advisory resolution to approve the fiscal year 2025 compensation of named executive officers, and the ratification of Grant Thornton LLP as the independent registered public accounting firm for fiscal year ending June 30, 2026.
• The Record Date for voting eligibility is September 18, 2025, with 24,644,386 shares of common stock outstanding.
• Fiscal Year 2025 pre-tax profits were $21.3 million, a significant decrease from $203.2 million in fiscal year 2023.
• Total Stockholder Return (TSR) for fiscal year 2025 was -29.7%, following a -8.9% TSR in fiscal year 2024.
• The company completed three acquisitions in fiscal year 2025, including Spectrum Group International, Inc. (SGI) for $103.3 million, which involved related party transactions.

Sentiment

Score: 4

Explanation: While the company highlights strategic acquisitions and infrastructure improvements, the significant decline in pre-tax profits and negative Total Stockholder Return for fiscal year 2025 indicates a challenging financial performance period. The positive long-term TSR is noted, but recent performance is a concern.

Positives

• Successful completion of three acquisitions, including Spectrum Group International, Inc., which management believes positions the company for greater future success.
• Expansion of logistics facilities and capabilities, including a fully redesigned AMGL facility and installation of logistics automation.
• Launch of wholesale and retail operations in Singapore, including LPM Singapore and recruitment of key trading personnel.
• Substantial progress on integration initiatives aimed at improving company efficiency and cost structure.
• The Board of Directors recommends a vote FOR all proposed matters, indicating unified leadership support.
• Historical Total Stockholder Return (TSR) has been robust over the long term, with a 5-year annualized TSR of +44.3% through fiscal 2025.
• Executive compensation program has received strong stockholder support in recent 'say-on-pay' votes (77.9% in 2024, 98.6% in 2023, 97.3% in 2022).

Negatives

• Fiscal Year 2025 pre-tax profits of $21.3 million fell significantly short of the $50 million threshold for the CEO's annual incentive formula and target levels for other named executive officers.
• Total Stockholder Return (TSR) for fiscal year 2025 was -29.7%, indicating a substantial decline in shareholder value for the year.
• Net Income attributable to A-Mark decreased significantly from $156.4 million in FY2023 to $17.3 million in FY2025.
• The CEO received no payout under the pre-set annual incentive formula for FY2025 due to the low pre-tax profits, receiving only a discretionary bonus.

Risks

• Broker non-votes on non-routine matters (election of directors, executive compensation) could impact the approval thresholds if stockholders do not provide specific voting instructions.
• The company's executive compensation policies and practices are regularly reviewed for risk-taking, though the Compensation Committee has determined they are not reasonably likely to have a material adverse effect.

Future Outlook

The company has completed three acquisitions and undertaken other significant steps to strengthen its business during fiscal year 2025, positioning A-Mark for greater future success. New employment agreements for the President and COO, effective July 1, 2025, are designed to incentivize continued strong corporate and individual performance for fiscal 2026 and later years.

Management Comments

• Our executive compensation program is based on a pay-for-performance philosophy, providing incentives and appropriate rewards to our executives to formulate and execute business plans that achieve long-term success and build stockholder value.
• We view pre-tax profit as a key financial metric for purposes of our business planning, providing a balanced incentive to management requiring careful management of the many factors affecting revenues, expenses and gross profit that does not promote undue risk and that substantially reflects the quality of the execution of our business plan by our management team.
• A-Mark's long-term success has been driven by the outstanding performance of its experienced management team, with compensation that has not been unduly high in relation to the high returns to stockholders.
• The Board and Committee acknowledge that our executive officers deserve to be compensated at levels and on terms that recognize their success and value to A-Mark, that are competitive in the marketplace and that promote continued success and encourage long-term service to A-Mark.
• The Board and the Compensation Committee believe that the level of compensation of our NEOs for fiscal year 2025 was well aligned with our overall results and appropriate, and that the structure of our compensation program will remain aligned with financial results and the returns to stockholders.

Industry Context

The company operates in an industry with high competition for talented executives and employees, particularly those with specialized knowledge. A-Mark notes difficulty in identifying direct peer companies for benchmarking executive compensation due to its unique business model and financial characteristics, relying instead on general compensation survey information.

Comparison to Industry Standards

• A-Mark's total stockholder returns have exceeded the total stockholder returns of its identified peer group during the periods since June 30, 2020.
• The company explicitly states it found no public companies with businesses closely matching A-Mark's for executive compensation benchmarking, and therefore has not specifically benchmarked against an identified peer group for compensation.
• Peer group companies for Total Stockholder Return comparison include BGC Group, Inc., Enova International, Inc., Carvana Co., IG Group Holdings plc, EZCORP, Inc., Stitch Fix, Inc., StoneX Group Inc., FirstCash Holdings, Inc., The Lovesac Company, Swissquote Group Holding Ltd, Regional Management Corp., Liquidity Services, Inc., B. Riley Financial, Inc., World Acceptance Corporation, Beyond, Inc., Oppenheimer Holdings Inc., GreenDot Corporation, and PC Connection, Inc.

Management Changes

Corporate Governance

Related Party Transactions

• The company consummated the acquisition of Spectrum Group International, Inc. (SGI) for $103.3 million on February 28, 2025. Several A-Mark directors and executive officers (Gregory N. Roberts, Carol Meltzer, Jeffrey D. Benjamin, Ellis Landau, John U. Moorhead, Jess M. Ravich) and a principal stockholder (William A. Richardson) were also SGI stockholders and received consideration in the merger.
• Gregory N. Roberts (A-Mark's CEO) served as SGI's CEO, and Carol Meltzer (A-Mark's EVP, General Counsel, Secretary) served as SGI's General Counsel and both served as sole members of the SGI board of directors during the negotiation and consummation of the Merger.
• SGI paid transaction bonuses of $800,000 to Mr. Roberts and $500,000 to Ms. Meltzer for their services in the successful completion of the Merger, distributed from the aggregate cash consideration paid by A-Mark.
• Certain major SGI stockholders, including Mr. Richardson, Silver Bow Ventures, LLC (50% owned by Mr. Roberts and Mr. Richardson), Mr. Landau, and a trust affiliated with Mr. Benjamin, agreed to indemnify A-Mark for breaches of merger agreement representations and covenants, with 66,872 shares subject to a holdback.
• Prior to the Merger in fiscal 2025, A-Mark engaged in transactions with Stacks Bowers Numismatics LLC (a wholly-owned subsidiary of SGI), including sales of $127.1 million and purchases of $101.7 million of rare coins and precious metals, earned interest income of $0.2 million from secured loan receivables and $3.2 million from finance products/repurchase arrangements, and royalties of $0.8 million.
• Jeffrey D. Benjamin, Chairman of the Board, engaged in foreign currency exchange transactions through A-Mark for an aggregate dollar value of $1.6 million, which the company believes were on an arms-length basis.

Stakeholder Impact

• **Shareholders**: Will participate in key governance decisions at the Annual Meeting, including director elections, executive compensation, and auditor ratification. Experienced negative Total Stockholder Return in fiscal years 2024 and 2025, but strong long-term TSR.
• **Executive Officers**: Compensation for fiscal year 2025 was lower due to company performance, with discretionary bonuses awarded for strategic accomplishments. New employment agreements for the President and COO provide long-term incentives and retention.
• **Employees**: The median employee's total compensation for fiscal year 2025 was $65,043, resulting in a CEO pay ratio of 19.8:1.
• **Auditors**: Grant Thornton LLP's appointment as the independent registered public accounting firm for fiscal year 2026 is subject to stockholder ratification, impacting their ongoing engagement with the company.

Next Steps

• Stockholders are encouraged to submit their proxy in advance of the Annual Meeting by Internet or telephone, or by mail if they received a proxy card.
• The Annual Meeting will proceed virtually on November 12, 2025, for stockholders to vote on the proposed matters.
• Voting results will be announced by the company's filing of a Current Report on Form 8-K within four business days after the Annual Meeting.
• New employment agreements for the President and COO, effective July 1, 2025, will govern compensation for fiscal 2026 and later years.
• The Audit Committee will consider the stockholder vote on the ratification of Grant Thornton LLP and may direct the appointment of a different firm if deemed necessary.

Key Dates

Recommendation

The filing details a challenging fiscal year 2025 with significantly lower pre-tax profits and negative Total Stockholder Return, indicating recent underperformance. However, the company has made strategic acquisitions and infrastructure investments that management believes position it for future success. The long-term Total Stockholder Return remains robust, suggesting underlying strength. Given the mixed recent performance and strategic initiatives aimed at future growth, a 'hold' recommendation is appropriate as investors await evidence of these initiatives translating into improved financial results.

Keywords

A-Mark Precious Metals, SEC Filing, Proxy Statement, Annual Meeting, Corporate Governance, Executive Compensation, Director Election, Auditor Ratification, Precious Metals Industry, Financial Performance, Acquisitions, Stockholder Return, Risk Management