Terilea Wielenga
About Terilea J. Wielenga
Terilea J. Wielenga, age 66, has served as an independent director of Alliance Entertainment Holding Corp. (AENT) since February 2023 and is the Audit Committee Chair. She is a CPA and has more than 30 years of senior global finance and tax leadership experience at Fortune 500 companies and a Big Four firm, including Gilead Sciences and Allergan; she holds an M.S. in Taxation (Golden Gate University) and a B.A. in Business Economics (UC Santa Barbara) .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Gilead Sciences (Nasdaq: GILD) | Vice President, Head of Global Tax Policy & Strategy | Prior to retirement (dates not specified) | Senior finance executive; also director/secretary/treasurer for The Gilead Foundation . |
| Allergan (NYSE: AGN) | Senior Vice President, Tax | Prior role | Managed rapid global growth; board director for multiple Allergan subsidiaries (Ireland, Japan, Bermuda) . |
| Allergan Foundation | Board Director and Chief Financial Officer | Prior role | Foundation leadership . |
| Academia (Chapman University; Loyola Marymount University) | Instructor (advanced accounting and business taxation, MBA programs) | Prior role | Recognized global tax specialist . |
External Roles
| Organization | Role | Timing | Notes |
|---|---|---|---|
| Arc Research Institute | Audit Committee Chair | Current | Independent nonprofit/organization role disclosed in AENT proxy . |
| The Gilead Foundation | Board Director, Secretary, Treasurer | Prior | Affiliated with Gilead Sciences . |
| Various pharma startups/pre-IPO/private companies | Advisor | Prior/ongoing (unspecified) | Advisory to early-stage and private companies . |
Board Governance
- Independence: The Board determined that Ms. Wielenga is an “independent director” under Nasdaq and SEC rules .
- Committee roles (FY2025): Audit Committee Chair and “audit committee financial expert”; member of Compensation and Nominating Committees .
- Meetings/attendance: The Board held 5 meetings and committees held 12 meetings in FY2025; Audit (4), Compensation (4), Nominating (4). No incumbent director attended fewer than 75% of applicable meetings .
- Leadership structure: Separate Chair (Executive Chairman Bruce Ogilvie) and CEO (Jeff Walker); no Lead Independent Director. All committees comprise independent directors .
- Audit Committee oversight: Recommended inclusion of FY2025 audited financials in Form 10-K; oversaw SOX 404 controls evaluation; handled auditor independence and PCAOB-required communications .
| Committee | Role | FY2025 Meetings |
|---|---|---|
| Audit | Chair; “Audit Committee Financial Expert” | 4 |
| Compensation | Member | 4 |
| Nominating | Member | 4 |
Fixed Compensation (Director)
| Metric | FY2024 | FY2025 |
|---|---|---|
| Annual cash retainer (non-employee director) | $50,000 | $50,000 (Fees earned) |
| Committee chair/member fees | Not disclosed | Not disclosed |
| Meeting fees | Not disclosed | Not disclosed |
- 2025 Director Compensation table reports: Teri Wielenga — Fees earned or paid in cash $50,000; Stock awards $0; Option awards $0; Total $50,000 .
- 2024 disclosed arrangement: non-employee directors receive $50,000 annual fee .
Performance Compensation (Director)
| Component | FY2024 | FY2025 |
|---|---|---|
| Stock awards ($) | Not disclosed (no awards indicated) | $0 (dash in table) |
| Option awards ($) | Not disclosed (no awards indicated) | $0 (dash in table) |
| Equity plan available | 2023 Omnibus Equity & Incentive Plan approved | 2023 Plan available; reserved 1,000,000 shares; directors eligible participants |
- No equity grants to Ms. Wielenga are shown in the FY2025 director compensation table, implying compensation was all-cash for that year .
- The Compensation Committee charter empowers evaluation/recommendation of stock ownership guidelines but no specific director guideline levels are disclosed in the proxy .
Other Directorships & Interlocks
| Company/Organization | Public Company? | Role | Committee Positions |
|---|---|---|---|
| Alliance Entertainment (AENT) | Yes | Independent Director (Class II Nominee) | Audit Chair; Comp & Nominating member |
| Arc Research Institute | No (not stated as public) | Audit Committee Chair | Audit Chair |
| Gilead Foundation | No | Director; Secretary; Treasurer | — |
| Allergan subsidiaries (Ireland, Japan, Bermuda) | Subsidiaries | Board Director | — |
- No other current public company directorships for Ms. Wielenga are disclosed in AENT’s proxy .
Expertise & Qualifications
- CPA; deep global tax and finance leadership; taught advanced accounting/tax at Chapman and LMU; senior roles at Gilead and Allergan .
- Determined by AENT’s Board to be financially literate and an “audit committee financial expert” under SEC rules .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Basis |
|---|---|---|---|
| Terilea J. Wielenga | 13,000 | “—” (less than 1%) | Based on 50,957,370 Class A shares outstanding at record date (Sept 10, 2025) . |
- No pledging/hedging or option/RSU balances for directors are disclosed in the beneficial ownership table; only share counts are provided .
- Section 16(a) compliance: Proxy lists delinquencies for certain insiders; Ms. Wielenga is not listed among late filers for FY2025 .
Governance Assessment
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Strengths
- Independent director serving as Audit Chair and SEC-designated “financial expert,” actively overseeing SOX 404 and auditor independence; Audit Committee recommended inclusion of audited financials in 10-K .
- Committee participation across Audit, Compensation, and Nominating enhances cross-committee oversight; Board and committee attendance met required thresholds in FY2025 .
- No related-party transactions involving Ms. Wielenga were disclosed; as Audit Chair, her committee reviews and must approve related party transactions under Item 404 policy .
-
Potential Investor Considerations
- Compensation/ownership alignment: Director pay appears all-cash in FY2025 with no equity awards; beneficial ownership is 13,000 shares (<1%), limiting automatic equity-based alignment absent additional purchases or grants .
- Board structure: No Lead Independent Director; Executive Chairman and CEO roles are separated, and all committees are independent, which partially mitigates .
- Related-party environment: Company has multiple related-party arrangements with controlling insiders (e.g., Ogilvie loans/letters of credit; GameFly transactions; prior advisory fees to an entity managed by an independent director). While Ms. Wielenga’s Audit Committee is tasked with oversight, the volume of insider relationships elevates governance risk monitoring needs .
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RED FLAGS (context for oversight, not specific to Ms. Wielenga)
- Significant related-party transactions with controlling holders and directors (e.g., GameFly sales; Ogilvie loans and letters of credit; prior fees to B&D Capital Partners) require continued rigorous audit committee scrutiny .
- Absence of disclosed director equity ownership guidelines may reduce long-term alignment signals; charter only references the committee’s authority to evaluate such guidelines .
- No equity component in FY2025 director compensation and modest personal holdings may provide weaker incentives for long-term TSR alignment versus boards that grant annual equity retainers .
Net assessment: Ms. Wielenga brings strong finance and tax governance credentials and serves as a linchpin for financial oversight as Audit Chair and SEC financial expert. Given AENT’s insider-transaction profile and lack of a Lead Independent Director, her independence, attendance, and cross-committee engagement are positive signals, but investors may watch for (i) enhanced director ownership alignment and (ii) robust enforcement of related-party transaction policies under her committee’s remit .