Jeffrey Walker
About Jeffrey Walker
Jeffrey Walker, age 58, is Chief Executive Officer of Alliance Entertainment Holding Corporation (AENT), serving as CEO since February 2023 and as a director since February 2023; he also served as Chief Financial Officer through July 21, 2025 before handing the CFO role to Amanda Gnecco . He previously led Legacy Alliance as CEO since 2013, co-founded CD Listening Bar in 1990, founded Super D in 1995, and earned a BA in Economics from UC Irvine; he received E&Y’s Distribution Entrepreneur of the Year award in 2015 . AENT’s leadership updated its cash bonus plan to tie executive payouts to year-over-year EBITDA growth with full payout at ≥10% growth, offering a direct pay-for-performance linkage; however, the proxy does not disclose company TSR, revenue or EBITDA growth figures for benchmarking .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CD Listening Bar, Inc. | Co-founder | 1990–mid-1990s | Entered music retail; began wholesaling from store back-room, precursor to Super D . |
| Super D | Founder; later CEO | 1995–2013 | Built a leading music wholesaler; sold one-third interest to Bruce Ogilvie in 2001; scale-up led to acquisition of Alliance in 2013 . |
| Legacy Alliance | CEO; Director | 2013–Feb 2023 | Led combined entity prior to business combination; positioned for public listing . |
| Alliance Entertainment (AENT) | CEO; CFO | CEO Feb 2023–present; CFO Feb 2023–Jul 21, 2025 | Public company leadership; CFO transitioned to Amanda Gnecco on Jul 21, 2025 . |
| Alliance Entertainment (AENT) | Director (Class III) | Feb 2023–present | Board oversight; Class III term expires at 2026 annual meeting . |
| Recognition | E&Y Distribution Entrepreneur of the Year (Orange County) | 2015 | Industry recognition for distribution excellence . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| GameFly Holdings, LLC | Co-owner (equally with Bruce Ogilvie) | Ongoing | Customer of AENT; distribution agreement effective Feb 1, 2023; related-party transactions disclosed . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | $769,231 | $640,000 | $640,000 |
| Target Bonus (% of Salary) | 100% | 100% | 100% |
| Actual Bonus Paid ($) | $0 | $640,000 | $640,000 |
| All Other Compensation ($) | $37,905 | $39,194 | $35,216 |
| Total Compensation ($) | $807,136 | $1,319,194 | $1,315,216 |
| Notable Perquisites | Auto lease ~$2,000/mo; first class air travel; 401k/health benefits | Auto lease ~$2,000/mo; first class air travel; 401k/health benefits | Auto lease ~$2,000/mo; first class air travel; 401k/health benefits |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Payment Timing |
|---|---|---|---|---|---|
| EBITDA YoY Growth (FY2025) | 100% | 10%+ YoY → 100% payout; 9% → 90%; 8% → 80%; 0–<1% → 0% | Not disclosed | $640,000 bonus paid | Paid Q1 following fiscal year; committee discretion for extraordinary items . |
| EBITDA YoY Growth (FY2024) | 100% (plan updated for FY2025; earlier structure not detailed) | 10%+ YoY → 100% payout; pro rata to 1%; <1% → 0% | Not disclosed | $640,000 bonus paid | Paid after audited results; clawback policy applies . |
- Clawback policy enables recoupment of incentive-based compensation upon an accounting restatement; recovery form/timing at Board discretion .
Equity Ownership & Alignment
| Ownership Item | As of Oct 18, 2024 (Record Date Sep 23, 2024) | As of Sep 25, 2025 (Record Date Sep 10, 2025) |
|---|---|---|
| Class A Shares Beneficially Owned | 22,936,078 | 23,186,238 |
| Ownership % of Class A | 45.0% | 45.3% |
| Class E Shares | Excluded from above; Class E voting under escrow; not transferable/pledge/dividends barred during escrow | Excluded; Class E voting under escrow; not transferable/pledge/dividends barred during escrow |
| Vested vs Unvested Shares | Not disclosed | Not disclosed |
| Options (Exercisable/Unexercisable) | None outstanding for named executive officers at 6/30/2024 | No outstanding options disclosed for Walker; FY25 awards table lists others only |
| RSUs/PSUs Outstanding | None disclosed for Walker | None disclosed for Walker |
| Shares Pledged as Collateral | Not disclosed; Class E explicitly cannot be pledged during escrow | Not disclosed; Class E explicitly cannot be pledged during escrow |
| Ownership Guidelines | Committee may evaluate/recommend guidelines; no formal executive ownership guideline disclosed | Committee may evaluate/recommend guidelines; no formal executive ownership guideline disclosed |
| Insider Trading Policy | Enhanced restrictions for directors/executives; policy filed with 10-K | Enhanced restrictions for directors/executives; policy filed with 10-K |
Employment Terms
| Term | Detail |
|---|---|
| Agreement Start | February 10, 2023 (initial three-year term; auto-renews for successive one-year terms) . |
| Role Tenure | CEO since Feb 2023; CFO through July 21, 2025 . |
| Base Salary & Target Bonus | Base salary $800,000; target bonus 100% of salary . |
| Severance (Without Cause / Good Reason) | Base salary through remainder of term or 12 months (whichever greater) plus pro-rata current-year bonus and COBRA premium payments; subject to release and covenant compliance . |
| Death Benefit | Pro-rated annual bonus (Board-determined) . |
| Change-of-Control | Not specifically disclosed in proxy . |
| Clawback | Performance-based compensation subject to recovery upon Accounting Restatement . |
| Perquisites | Auto lease (~$2,000/month), first class air travel where available, 401k/health . |
Board Governance
- Board Service: Class III Director since February 2023; term expires at 2026 annual meeting .
- Committee Roles: None listed; Audit, Compensation, and Nominating Committees comprised of independent directors .
- Independence: Board identifies independent directors (Donaldson, Nagelson, Wielenga; later nominees Kozko, Bangalore); Walker serves as CEO and is not listed among independent directors .
- Board Leadership Structure: Chairman (Bruce Ogilvie) separated from CEO (Walker); no Lead Independent Director; committees are entirely independent .
- Attendance: In FY2025, no incumbent director attended fewer than 75% of board and committee meetings on which they served .
Director Compensation
- Executive directors’ board compensation is not disclosed; independent directors receive $50,000 annual cash retainer; no equity grants disclosed for directors in 2025 .
- 2024 arrangement: independent directors Wielenga and Nagelson each received $50,000 .
Related Party Transactions and Red Flags
- GameFly Holdings, LLC: AENT recorded sales to GameFly of $8.4 million (FY2024) and $2.7 million (FY2025); GameFly is equally owned by Walker and Ogilvie; a distribution agreement effective Feb 1, 2023 exists; transactions claimed to be at market terms, terminable by either party . Potential conflict requires continued audit-committee oversight .
- Ogilvie Loans and Letters of Credit: Significant related-party credit support from Ogilvie; not directly involving Walker, but relevant to governance context .
- Section 16(a) Compliance: 2025 proxy notes late filings by Ogilvie and Black; no mention of Walker delinquencies .
Compensation Structure Analysis
- Mix and Trends: FY2024–FY2025 cash-heavy compensation (salary + full cash bonus), with no disclosed equity awards for Walker, which may reduce alignment from at-risk equity but is offset by very high personal stock ownership (≈45%) .
- Performance Linkage: FY2025 bonus plan ties payout entirely to EBITDA YoY growth, providing a direct pay-for-performance framework; committee maintains discretion for extraordinary items .
- Ownership Alignment: Walker’s ~45% Class A ownership creates exceptionally strong “skin-in-the-game,” potentially outweighing absence of new executive equity grants .
- Governance Safeguards: Clawback policy in place; independent committees; separation of Chair/CEO roles; but no Lead Independent Director .
Investment Implications
- Alignment: Walker’s substantial beneficial ownership (~45%) strongly aligns incentives with long-term shareholder value, though the lack of fresh executive equity awards suggests near-term selling pressure from vesting is minimal; pay remains heavily cash-based .
- Performance Incentives: EBITDA-linked cash bonus creates focused operational incentives; absence of disclosed equity PSUs/RSUs reduces multi-year TSR alignment but may be mitigated by existing ownership and clawback protections .
- Governance/Risk: Related-party GameFly dealings present conflict risk that requires vigilant audit oversight; separation of Chair/CEO is a positive, but no Lead Independent Director and executive director status for Walker may limit independent challenge at the board level .
- Retention/Severance: Severance terms are moderate (≥12 months base pay plus pro-rata bonus and COBRA), reducing transition shock risk but not overly generous; change-of-control economics are not disclosed .