Chris Nagelson
About Chris Nagelson
Independent Class I director of Alliance Entertainment Holding Corporation (AENT), age 58, serving since 2023; current term expires at the 2027 annual meeting . Former Vice President and Divisional Merchandise Manager at Walmart (2005–2022) and American Eagle Outfitters (1997–2005), with a BA in Advertising and Public Relations from the University of Arkansas . The Board has determined he is independent under Nasdaq listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Walmart, Inc. | Vice President, DMM | Feb 2005–Aug 2022 | Led strategic direction, market share growth, KPIs, cross-functional execution |
| American Eagle Outfitters, Inc. | Divisional Merchandise Manager | Jun 1997–Feb 2005 | Merchandise leadership; sales strategies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public-company directorships disclosed for Mr. Nagelson in the 2025 proxy . |
Board Governance
- Board class/term: Class I; term expires 2027 .
- Independence: Determined independent by the Board .
- Committee assignments:
- Audit Committee: Member; Audit Committee met 4 times in FY2025 .
- Compensation Committee: Member; Compensation Committee met 4 times in FY2025 .
- Nominating Committee: Chair; Nominating Committee met 4 times in FY2025 .
- Attendance: In FY2025, no incumbent director attended fewer than 75% of Board and applicable committee meetings; Board held 5 meetings, Board committees held 12 meetings in aggregate .
- Lead Independent Director: None designated; Board asserts majority independence and independent-only committees .
Fixed Compensation
| Year | Cash Retainer ($) | Stock Awards ($) | Option Awards ($) | Meeting/Committee Fees ($) | Total ($) |
|---|---|---|---|---|---|
| FY2025 | 50,000 | — | — | Not disclosed | 50,000 |
- Policy: Independent directors receive an annual fee of $50,000 for service on the Board and its committees .
Performance Compensation
Directors are not shown to receive performance-based pay in FY2025; no equity awards recorded for Mr. Nagelson in the director compensation table .
Company-wide bonus plan (applies to executives and leaders as determined by the Compensation Committee):
| Performance Metric | Threshold | Payout Mechanic |
|---|---|---|
| EBITDA YoY Growth | ≥10% | 100% payout |
| EBITDA YoY Growth | 9% | 90% payout |
| EBITDA YoY Growth | 8% | 80% payout |
| EBITDA YoY Growth | <1% | 0% payout |
- Discretion: Compensation Committee may adjust for extraordinary/non-recurring items; bonuses paid in the first quarter following fiscal year-end after audit .
- Clawback: Board-adopted policy to recoup executive incentive-based compensation upon accounting restatement; recovery can include repayment/forfeiture/adjustments .
Other Directorships & Interlocks
| Person/Entity | Relationship | Nature | FY2025/FY2024 Amounts |
|---|---|---|---|
| GameFly Holdings LLC | Customer; equally owned by Bruce Ogilvie and Jeffrey Walker | Sales of new release media; 3PL services agreement (Feb 1, 2023; terminable with notice) | $2.7M (FY2025) / $8.4M (FY2024) sales; $0 / $0.25M distribution revenue |
| B&D Capital Partners, LLC (BDCP) | Financial advisor; affiliated with director W. Tom Donaldson via Blystone & Donaldson | Advisory agreement (Jul 28, 2023) for private debt transactions | $0 (FY2025); ~$1.8M paid (FY2024) |
- Note: No related-party transactions disclosed involving Mr. Nagelson .
Expertise & Qualifications
- Senior retail merchandising and operations leadership across large-scale consumer enterprises; strategy, KPI design, and cross-functional execution experience .
- Independent director serving across audit, compensation, and nominating committees; Chair of Nominating Committee .
- Board affirms committee independence; audit committee financial expert designation assigned to another director (Wielenga) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class A Outstanding | Basis |
|---|---|---|---|
| Chris Nagelson | 5,000 | ≈0.01% (5,000 / 50,957,370) | Class A outstanding at record date: 50,957,370 |
- Group concentration: Directors and executive officers as a group (8 individuals) own 41,144,197 shares (77.6%) of Class A .
Governance Assessment
-
Strengths
- Multi-committee service and Nominating Committee chair role suggest active governance engagement and influence over board composition and guidelines .
- Independence confirmed; committees are comprised of independent directors; Audit Committee and Compensation Committee operate under adopted charters .
- Attendance met the ≥75% participation standard in FY2025; Board and committees met regularly .
-
Risks / Red Flags
- No Lead Independent Director, increasing reliance on committee processes for independent oversight .
- Significant insider/control ownership (77.6% by directors/executives), which can diminish minority shareholder influence over governance outcomes .
- Related-party transactions involving the Executive Chairman and CEO (GameFly) and a director-affiliated advisory firm (BDCP) require robust audit and nominating oversight; audit committee charter includes pre-approval and review of related party transactions .
- Director compensation is entirely cash with no reported equity grants for FY2025, limiting direct ownership alignment for Mr. Nagelson despite small personal holdings .
-
Alignment/Compensation Structure Signals
- Director pay structure emphasizes fixed retainer; absence of equity for directors in FY2025 reduces long-term ownership alignment signaling .
- Company’s executive bonus plan ties payouts linearly to EBITDA growth with committee discretion and clawback provisions; while robust for executives, it does not directly apply to directors .