Bruce Ogilvie
About Bruce Ogilvie
Bruce Ogilvie, 67, is Executive Chairman and Class III director of Alliance Entertainment (AENT), serving since February 2023; he previously chaired Legacy Alliance since 2013 and spent his career in entertainment distribution, including founding Abbey Road Distributors in 1980 and executing turnarounds such as Wherehouse Records in 1996 . His annual cash bonus is tied to company EBITDA year-over-year growth under a single-metric plan (100% payout at ≥10% YoY EBITDA growth; pro-rata down to 1%; paid in the first quarter following fiscal year-end), aligning near-term incentives to profitability expansion . The proxy does not disclose TSR, revenue growth or EBITDA growth realized during his tenure.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alliance Entertainment Holding Corporation | Executive Chairman; Class III Director | 2023–present | Board leadership; strategy and governance with CEO/management separation . |
| Legacy Alliance / Alliance (post-merger) | Executive Chairman | 2013–present | Led combined entity following merger of Super D and Alliance . |
| Super D | CEO, co-owner (bought one-third interest) | 2001–2013 | Grew wholesaling operations; set stage for 2013 Alliance acquisition . |
| Wherehouse Records | Bank-appointed turnaround leader | 1996 | Drove emergence from bankruptcy within nine months; sale to Cerberus . |
| Abbey Road Distributors | Founder | 1980–1994 | Scaled sales to $94M; exited via sale; E&Y Distribution Entrepreneur of the Year 1995 . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed in proxies | — | — | No public company board roles beyond AENT disclosed for Mr. Ogilvie . |
Fixed Compensation
| Metric (USD) | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary | $769,231 | $640,000 | $640,000 |
| Bonus (Cash) | $0 | $640,000 | $640,000 |
| Stock Awards | — | — | — |
| All Other Compensation | $35,550 | $35,859 | $35,628 |
| Total Compensation | $804,781 | $1,315,859 | $1,315,628 |
Employment agreement terms set base salary at $800,000 with 100% target bonus opportunity (entered Feb 10, 2023) .
Performance Compensation
| Element | Metric | Weighting | Target | Actual | Payout Formula & Timing | Vesting/Payment |
|---|---|---|---|---|---|---|
| Annual Cash Bonus (FY25 plan) | EBITDA YoY Growth | Single-metric (no additional metrics disclosed) | 100% payout at ≥10% YoY EBITDA growth | Not disclosed; paid bonus was $640,000 for FY25 | Pro-rata down to 1% growth; 0% if <1% | Paid in Q1 following fiscal year after audit |
Additional compensation governance:
- Clawback policy enables recovery of incentive pay upon an accounting restatement, at Board discretion (cash or equity) .
- No outstanding equity awards for named executive officers at June 30, 2024; FY25 outstanding awards table shows none for Mr. Ogilvie (NEOs had no open awards) .
Equity Ownership & Alignment
| Ownership Detail | As of | Amount |
|---|---|---|
| Class A common shares beneficially owned (Mr. Ogilvie) | Record date Sept 10, 2025 | 15,339,097 shares (30.1% of outstanding Class A) |
| Trust/Indirect interests | 2025 | Shares held by the Bruce Ogilvie, Jr. Trust; Mr. Ogilvie disclaims personal ownership except pecuniary interest . |
| Ogilvie Legacy Trust (separate trust) | 2025 | 8,554,025 shares; trustees are Mr. Ogilvie’s adult children; Mr. Ogilvie disclaims beneficial ownership . |
| Class E contingent stock (company-wide note) | 2025 | 60,000,000 Class A reserved for conversion of Class E in three tranches at $20/$30/$50 share price hurdles within 5/7/10 years; during escrow Class E cannot be sold or pledged, and must vote proportionally to Class A . |
Notes:
- No options/RSUs/PSUs reported outstanding for Mr. Ogilvie at FY24 year-end; FY25 NEO equity outstanding table shows none for him (non-NEO employees have awards) .
- Insider trading policy imposes additional trading restrictions on directors and executive officers .
- Section 16(a) late filings: Mr. Ogilvie filed late Form 4s (Feb 25, 2025 two days late; May 30, 2025 one day late; June 30, 2025 one day late), indicating multiple insider transactions during FY25; transaction details not itemized in proxy .
Employment Terms
| Term | Detail |
|---|---|
| Role start | Executive Chairman since February 2023 . |
| Employment agreement | Initial 3-year term starting Feb 10, 2023; auto-renews for successive 1-year terms . |
| Base salary / Target bonus | Base salary $800,000; target annual bonus 100% of base . |
| Benefits & perqs | Approx. $2,000/month automobile lease; first-class air travel where available; 401(k)/health benefits (see “All Other Compensation”) . |
| Severance (without cause / good reason) | Cash equal to base salary for the remainder of the term or 12 months, whichever is greater; pro-rata current-year bonus; COBRA premiums during severance period or until eligible elsewhere; subject to release and compliance with restrictive covenants . |
| Death | Pro-rated annual bonus, plus earned amounts . |
| Equity plan eligibility | Eligible for 2023 Omnibus Plan grants (Board discretion); NEOs had no outstanding awards at FY24/FY25 disclosures . |
| Clawback | Incentive pay recoverable on accounting restatement . |
| Indemnification & D&O insurance | In place for officers/directors . |
Board Service & Governance
- Board role: Executive Chairman; Class III director (term expires at the 2026 annual meeting) .
- Committees: Not a member; Audit, Compensation, and Nominating committees are fully independent and chaired by independent directors .
- Leadership structure: Chair and CEO roles are separated (Chair: Ogilvie; CEO: Jeffrey Walker); no Lead Independent Director .
- Attendance: In FY2025, no director attended fewer than 75% of Board and committee meetings .
- Independence: Board affirms independence for committee members; Mr. Ogilvie, as an executive officer, is not independent .
Implications of dual role: Executive Chair concentration is mitigated by fully independent key committees and separation from the CEO role; absence of a Lead Independent Director is a governance consideration for shareholders monitoring independent oversight .
Related Party Transactions
| Counterparty / Item | Nature | FY Amounts / Terms |
|---|---|---|
| GameFly Holdings LLC (co-owned by Ogilvie and Walker) | Sales of new release movies, video games/consoles; 3PL services; distribution agreement effective Feb 1, 2023 through Mar 31, 2028; either party may terminate | Sales: $2.7M (FY25) and $8.4M (FY24); distribution revenue: $0 (FY25) and $0.25M (FY24); company asserts fair-market terms . |
| Ogilvie Loan (line of credit) | $17M LOC with Mr. Ogilvie; subordinated to revolver; bears 30-day SOFR + 5.5%; matures Dec 22, 2026 | Outstanding balance: $10M at June 30, 2025 and June 30, 2024; interest expense ~$1.0M (FY25) and $1.0M (FY24); rate 9.80% (6/30/25) and 10.8% (6/30/24) . |
| Letters of Credit provided by Mr. Ogilvie | Nintendo ($2.0M; expired Oct 21, 2024); Prologis L.P. ($0.75M; expires Nov 20, 2025; to be replaced by company facility); Paramount ($1.75M; expires Mar 31, 2026); company reimbursed only bank fees | Fees reimbursed: $19,055.56 (Nintendo); $6,916.60 (Prologis); $17,743.06 (Paramount) . |
Governance note: Related-party financing (subordinated LOC and letters of credit) supported liquidity and vendor relationships; transactions are disclosed under related-party policy and subject to Audit Committee oversight .
Performance & Track Record
- Industry impact: Led Wherehouse Records out of bankruptcy within nine months, culminating in a sale to Cerberus (1996), and built/disposed Abbey Road Distributors after scaling to $94M sales; recognized with E&Y Distribution Entrepreneur of the Year (1995) .
- AENT leadership: Executive Chair guiding strategy and governance post-SPAC business combination; CEO/Chair split maintained .
Compensation Structure Analysis
- Mix skewed to cash: NEO disclosures show no outstanding equity awards for Mr. Ogilvie; FY24–FY25 comp comprised of salary and cash bonus, elevating liquidity (selling) pressure from vesting events but raising long-term alignment questions given limited equity at risk .
- Performance linkage: Annual bonus fully driven by EBITDA YoY growth with a simple pro-rata schedule; Compensation Committee retains discretion for extraordinary/non-recurring items .
- Governance controls: Clawback policy adopted; independent Compensation Committee with charter authority to use outside advisors .
Risk Indicators & Red Flags
- Section 16 compliance: Late Form 4 filings by Mr. Ogilvie (multiple instances in FY25), indicating reporting control gaps to monitor .
- Related-party exposure: Significant shareholder financing (subordinated LOC, letters of credit) and customer relationship (GameFly) require ongoing independent oversight to ensure arm’s-length terms .
- Governance structure: No Lead Independent Director; however, fully independent key committees and clear CEO/Chair separation mitigate oversight risk .
Compensation Committee & Governance
- Committee composition: Independent directors; chaired by W. Tom Donaldson III; four meetings in FY2025 .
- Charters and authorities: Broad oversight of exec pay, equity plans, and ability to retain independent advisors; annual assessment of committee effectiveness .
- Bonus plan update: FY25 cash bonus plan formally tied to EBITDA growth with explicit payout grid .
Investment Implications
- Alignment and incentives: Mr. Ogilvie’s pay is primarily cash with bonuses tied to EBITDA growth; absence of executive equity awards in FY24–FY25 reduces dilution but weakens long-term alignment and reduces optionality for equity-driven retention .
- Ownership power: At ~30% of Class A shares, Mr. Ogilvie’s economic exposure is material, which partially offsets limited equity grants; voting dynamics are further influenced by 60M Class E shares in escrow that vote proportionally to Class A during escrow .
- Governance watch items: Executive Chair structure without a Lead Independent Director, late Section 16 filings, and related-party transactions warrant continued monitoring; mitigating factors include independent committees, a clawback policy, and subordination of the shareholder LOC to the company’s revolver .
- Trading signals: Repeated insider transaction filings (albeit some late) indicate active insider activity; absent details, treat as a neutral signal pending Form 4 specifics; no equity vesting overhang for NEOs limits forced-selling pressure from vesting cycles .