Dmitry Kozko
About Dmitry Kozko
Dmitry Kozko (age 41) is a nominee to join Alliance Entertainment’s Board as a Class II independent director; if elected at the 2025 annual meeting, his term would run until the 2028 annual meeting. The Board has determined he would be independent under Nasdaq standards; the Board also expects to appoint him to the Compensation Committee upon election . Kozko brings over two decades of executive and entrepreneurial experience across technology, media, and consumer sectors, including service as CEO, Chairman, and COO; he is currently Chief Executive Officer of MyEV LLC (since June 2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MyEV LLC | Chief Executive Officer | Jun 2024 – Present | AI-driven EV marketplace leadership |
| duPont REGISTRY Publishing, Inc. | Interim Chief Executive Officer | Apr 2023 – Mar 2024 | Led luxury car marketplace during transition |
| Motorsport Games Inc. (Nasdaq: MSGM) | Founder, Chief Executive Officer, Director | Jan 2020 – Mar 2023 (CEO); Director Jan 2020 – Sep 2023 | Public company operating leadership and governance |
| IC Realtime, Inc. | Director | May 2014 – Sep 2022 | Board oversight at private company |
| Net Element, Inc. | Co‑founder and executive officer | Reverse merger completed in 2012 | Capital markets and operating experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Motorsport Games Inc. (Nasdaq: MSGM) | Director | Jan 2020 – Sep 2023 | Public company directorship |
| duPont REGISTRY Publishing, Inc. | Director | Mar 2023 – Aug 2025 | Private company board service |
| IC Realtime, Inc. | Director | May 2014 – Sep 2022 | Private company board service |
Board Governance
- Election/tenure: Nominee for Class II; if elected in 2025, term ends at the 2028 annual meeting .
- Independence: The Board determined that, if elected, Kozko would be an “independent director” under Nasdaq and SEC rules .
- Committee assignment: The Board expects to appoint Kozko to the Compensation Committee if elected .
- Committee structure (FY2025): All three standing committees (Audit, Compensation, Nominating) consist entirely of independent directors. Audit Committee members include Terilea Wielenga (Chair) and Chris Nagelson; Compensation Committee members are W. Tom Donaldson (Chair), Nagelson, and Wielenga; Nominating Committee members are Donaldson, Nagelson (Chair), and Wielenga .
- Board/committee meetings (FY2025): Board held 5; committees held 12; no incumbent director attended <75% of applicable meetings (Kozko was not yet a director) .
- Leadership structure: Separate Chair (Bruce Ogilvie) and CEO (Jeff Walker); no Lead Independent Director .
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Annual cash retainer (non-employee directors) | $50,000 per year | |
| Committee membership/Chair fees | Not disclosed in 2025 proxy for non-employee directors | |
| Meeting fees | Not disclosed |
In FY2025, independent directors Terilea Wielenga and Chris Nagelson each received $50,000 in fees; no stock or option awards were reported for directors in the 2025 director compensation table .
Performance Compensation
| Element | Disclosure for Directors | Notes |
|---|---|---|
| Equity awards (RSUs/Options/DSUs) | No director equity awards were reported in the FY2025 director compensation table; however, company states it has been its practice to grant equity awards to officers and directors upon appointment, and awards can be made under the 2023 Omnibus Equity Incentive Plan | |
| Performance metrics tied to director pay | None disclosed for directors | |
| Clawback policy | Applies to executive officers for incentive-based compensation following an accounting restatement |
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Motorsport Games Inc. (Nasdaq: MSGM) | Public | Director (former) | No AENT interlock disclosed |
| duPont REGISTRY Publishing, Inc. | Private | Director (former) | No AENT interlock disclosed |
| IC Realtime, Inc. | Private | Director (former) | No AENT interlock disclosed |
The 2025 proxy’s Item 404 related-party section does not disclose any related-person transactions involving Mr. Kozko .
Expertise & Qualifications
- Executive/operator in technology, media, and consumer sectors; prior CEO/Chair/COO roles .
- Capital markets and governance experience through leadership of a Nasdaq-listed company and multiple board roles .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class A Outstanding | Record Date | Notes |
|---|---|---|---|---|
| Dmitry Kozko | — (none reported) | — | Sept 10, 2025 | Beneficial ownership table lists no holdings for Kozko; 50,957,370 Class A shares outstanding at record date |
Director ownership guidelines, hedging/pledging policies for directors were not expressly disclosed; the Compensation Committee may evaluate recommending mandatory stock ownership guidelines .
Governance Assessment
- Positives:
- Independence status and expected Compensation Committee appointment support board oversight of pay .
- Relevant operator experience in tech/media with public-company CEO and board background enhances strategic and capital markets insight .
- Watch items:
- No lead independent director; governance relies on independent committees for oversight .
- Director equity alignment not evident in FY2025 disclosures (no director equity grants reported), though company states a practice of granting equity upon appointment; monitor initial equity award size/vesting if elected .
- Related-party environment at AENT includes: sales to GameFly ($2.7M FY2025; $8.4M FY2024), owned by the Executive Chairman and CEO; a subordinated $17M loan from the Executive Chairman with $10M outstanding at FY2025; and letters of credit provided personally by the Executive Chairman with fees reimbursed—none involve Kozko, but they represent governance risk context to which the board (including Kozko, if elected) must apply robust oversight .
RED FLAGS to monitor (contextual, not linked to Kozko in disclosures):
- Significant related-party transactions with insiders (GameFly; subordinated insider loan; insider-provided letters of credit) .
- Absence of a lead independent director .
Attendance: No incumbent director fell below 75% in FY2025; Kozko was not yet on the board .
Compensation framework likely for Kozko, if elected: $50,000 annual cash retainer; equity at appointment is possible per company practice, but no terms disclosed in the proxy for directors in FY2025 .
Summary: If elected, Kozko would add independent oversight and tech/media operating depth to AENT’s board and Compensation Committee. Investors should assess initial equity alignment and Kozko’s stance on tightening oversight of related-party dealings, given the company’s context .