Sheila Bangalore
About Sheila Bangalore
Sheila Bangalore was elected as an independent Class II director of Alliance Entertainment Holding Corporation on November 6, 2025, to serve until the 2028 annual meeting . She is 47 years old and brings 20+ years of legal, financial, and corporate governance experience, including prior C‑suite public-company roles; she holds a B.A. (Tufts), J.D. (Washington University School of Law), and M.B.A. in Finance (Wharton) . The board determined she qualifies as an “independent director” under Nasdaq and SEC rules (upon election) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MP Materials Corp. (NYSE: MP) | Chief Strategy Officer, General Counsel, Corporate Secretary | Apr 2020 – Jul 2021 | Public-company C‑suite role in rare-earth materials; led strategy, legal and governance functions |
| SpringTide Ventures | Venture Partner | Feb 2022 – Present | Sources/supports investments; board observer for Paloma Health |
External Roles
| Organization | Capacity | Start Date | Notes |
|---|---|---|---|
| StoneAge Holdings, Inc. | Independent Director | Aug 2024 | Current directorship; privately held per disclosure context |
| Games Global Ltd. | Advisory Board Member | Oct 2022 | Advisory role in gaming |
| Nasdaq Center for Board Excellence | Insights Council Member | Not disclosed | Governance community role |
| Wharton Alumni for Boards; NACD Nashville | Executive Advisory Boards | Not disclosed | Governance network roles |
Board Governance
- Election outcome: Bangalore received 107,309,362 votes “For” with 679 “Withheld,” indicating overwhelming support at the Nov 6, 2025 annual meeting .
- Committee assignment: The Board stated it “expects to appoint Ms. Bangalore to the Audit Committee” upon her election (Wielenga chairs; Nagelson member) .
- Independence: The Board determined she would be independent under Nasdaq and SEC standards if elected; she is now an independent director .
- Board/committee activity (FY ended Jun 30, 2025): Board held 5 meetings; Audit 4; Compensation 4; Nominating 4; no incumbent director fell below 75% attendance (note: predates her service) .
- Leadership structure: Chairman and CEO roles are separated; the Board has no Lead Independent Director (a governance watch item) .
- Executive sessions: Independent directors will have regularly scheduled meetings .
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Annual cash retainer (independent directors) | $50,000 per year | |
| Committee/Chair fees | Not disclosed (FY2025 table shows flat $50,000 for independent directors, including the Audit Chair) |
In FY2025, independent directors received cash retainers only; no stock or option awards were reported for directors in that year’s table .
Performance Compensation
| Component | Detail | Source |
|---|---|---|
| Equity grants to directors | None disclosed for FY2025 director compensation | |
| Performance metrics applicable to directors | None disclosed |
The 2023 Omnibus Equity Incentive Plan authorizes equity awards to officers, employees, and non‑employee directors, but no director equity was reported for FY2025; 561,300 total awards granted under the plan as of June 30, 2025 (recipient breakdown not provided) .
Other Directorships & Interlocks
| External Company | Capacity | Interlock/Conflict with AENT |
|---|---|---|
| StoneAge Holdings, Inc. | Independent Director | None disclosed with AENT |
| Games Global Ltd. | Advisory Board Member | None disclosed with AENT |
| Paloma Health (via SpringTide Ventures) | Board Observer | None disclosed with AENT |
| All entries: |
No related-party transactions involving Ms. Bangalore were disclosed; related-party items in FY2024‑FY2025 involved other insiders (e.g., GameFly with Ogilvie/Walker; Ogilvie loans/letters of credit; BDCP with director Donaldson) .
Expertise & Qualifications
- Legal, compliance and corporate governance leadership across public and private companies; prior GC/Corporate Secretary experience at MP Materials .
- Strategic M&A and capital markets background; advisory CEO across multiple advisory entities she founded .
- Education: B.A. (Tufts), J.D. (Washington University School of Law), M.B.A. Finance (Wharton) .
- Sector exposure: gaming (Aristocrat, Bally), e‑commerce (Zappos), industrials/critical minerals (MP Materials) .
Equity Ownership
| Measure | Value | As‑of | Source |
|---|---|---|---|
| Beneficial ownership (AENT Class A) | 0 shares | Record date Sep 10, 2025 | |
| Ownership % | — (less than 1%) | Record date Sep 10, 2025 | |
| Pledged shares | Not disclosed | N/A | |
| Initial Section 16 setup | Power of Attorney executed Nov 6, 2025 (Form 3 filing package) | Nov 10, 2025 filing date; executed Nov 6, 2025 |
Governance Assessment
- Positives
- Overwhelming shareholder support at election (107.3M For vs 679 Withheld), a strong early signal for investor confidence in her nomination .
- Independence affirmed under Nasdaq/SEC standards; expected Audit Committee appointment bolsters financial oversight capacity .
- Deep legal/compliance/M&A credentials and prior public-company C‑suite experience enhance board effectiveness in risk, disclosure, and transaction oversight .
- Watch items / potential red flags
- Alignment: As of the 2025 record date, she held no AENT shares; directors received cash-only retainers in FY2025 with no equity grants disclosed, which may limit ownership alignment unless equity is awarded going forward .
- Board structure: No Lead Independent Director; consider future adoption to strengthen independent oversight .
- Company conflict environment: Several related-party transactions exist at AENT involving other insiders (loans/LOCs with Ogilvie; GameFly transactions; BDCP fees with director Donaldson in FY2024), underscoring the importance of vigilant Audit Committee oversight; none involve Ms. Bangalore .
Policies supporting governance: Code of Ethics, insider trading policy, and executive clawback policy are in place (clawback applies to executive officers), which support oversight and accountability frameworks .