W. Tom Donaldson III
About W. Tom Donaldson III
W. Tom Donaldson III (age 48) is an independent Class I director at Alliance Entertainment Holding Corporation (AENT) with a term expiring at the 2027 annual meeting; he has served on the board since February 2023 following AENT’s business combination, and he is designated independent under Nasdaq listing standards . He is Managing Partner at Blystone & Donaldson (since Oct 2018) and previously held investment and legal roles at Investors Management Corporation, Morehead Capital Management, and McGuireWoods LLP; he holds an MBA and JD from Villanova University and a BA in Political Science from North Carolina State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blystone & Donaldson (investment firm) | Managing Partner | Oct 2018–present | Focus on middle-market investments |
| Investors Management Corporation | Executive (investments, risk, relationships) | Jan 2016–Dec 2018 | Investment decisioning/risk management |
| Morehead Capital Management, LLC | Partner | Sep 2013–Dec 2015 | Merged into Investors Management Corporation Jan 2016 |
| McGuireWoods LLP | Associate/Partner (Corporate/Private Funds) | Jun 2003–Aug 2013 | Governance, structuring, financings for private funds/portfolio companies |
| Adara Acquisition Corp. (SPAC) | Director; Audit Committee Chair | Aug 2020–Feb 2023 | Served until AENT business combination closing |
External Roles
| Organization | Role | Tenure | Notes/Interlocks |
|---|---|---|---|
| Blystone & Donaldson, LLC | Manager/Principal | Ongoing | Parent of B&D Capital Partners, LLC (BDCP) |
| B&D Capital Partners, LLC (BDCP) | Principal via parent | FY2024 | Related-party engagement; no FY2025 fees; ~$1.8M paid in FY2024 |
| B&D Series 2020, LLC | Manager | Ongoing | Holds AENT shares/warrants for Donaldson’s beneficial ownership |
Board Governance
| Topic | Details |
|---|---|
| Committee assignments | Compensation Committee (Chair); Nominating Committee (Member) |
| Audit Committee status | Not a member (Audit chaired by Terilea Wielenga) |
| Independence | Board determined independent under Nasdaq and SEC rules |
| Attendance | In FY2025, no incumbent director attended fewer than 75% of board and committee meetings; Board held 5 meetings; committees held 12 meetings |
| Leadership | No Lead Independent Director; Chair/CEO roles separated (Chair: Ogilvie; CEO: Walker) |
| Executive sessions | Independent directors will have regularly scheduled meetings |
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual director cash retainer (independent) | $50,000 | Policy for eligible independent directors |
| Committee/Chair fees | Not disclosed | No separate committee fee schedule disclosed in 2025 proxy |
| Donaldson – FY2025 director compensation line item | Not separately listed | 2025 director comp table shows Nagelson $50,000 and Wielenga $50,000; Donaldson not itemized in that table |
Implication: Compensation structure indicates a flat $50k cash retainer for independent directors; absence of a Donaldson line item in the FY2025 table reduces transparency on his cash/equity mix .
Performance Compensation
| Item | FY2025 Disclosure | Details |
|---|---|---|
| Director equity grants (RSUs/Options/DSUs) | None disclosed for independent directors | FY2025 director comp table shows “-” for stock/option awards for listed directors; 2023 Omnibus Plan authorizes director awards but no Donaldson grant disclosed |
| Clawback policy (board-wide) | Adopted | Enables recovery of incentive-based comp upon an “Accounting Restatement” |
Other Directorships & Interlocks
| Company/Entity | Role | Period | Interlock/Conflict Indicator |
|---|---|---|---|
| Adara Acquisition Corp. | Director; Audit Chair | 2020–2023 | Prior board service; not a current external public board at AENT 2025 proxy |
| B&D Capital Partners, LLC (BDCP) | Principal (through Blystone & Donaldson, LLC) | FY2024 | Related-party: AENT paid ~$1.8M in FY2024; $0 in FY2025; advisory fee tied to White Oak transactions |
Expertise & Qualifications
- Legal, finance, and private markets investing: 10 years at McGuireWoods (corporate/private funds) plus partner roles at Morehead Capital and executive role at Investors Management Corporation provide governance, structuring, and risk oversight expertise .
- Compensation oversight: Chairs AENT Compensation Committee; committee charter covers executive pay design, equity plans, and director pay reviews .
- Prior audit committee leadership at a public SPAC (Adara) signals financial oversight capacity .
- Education: MBA and JD (Villanova University); BA Political Science (North Carolina State University) .
Equity Ownership
| Metric | Amount/Structure |
|---|---|
| Total beneficial ownership | 2,569,362 shares (4.9% of Class A outstanding as of record date) |
| Directly held | 40,000 shares |
| Indirect – B&D Series 2020, LLC | 2,468,362 shares, including 1,837,335 shares issuable upon exercise of private warrants; Donaldson is manager |
| Indirect – Blystone & Donaldson, LLC | 83,300 shares; Donaldson is manager |
| Pledged/hedged | Not disclosed in proxy |
| Group insider concentration (context) | Directors and officers as a group: 41,144,197 shares (77.6%) |
Say-on-Pay & Shareholder Feedback (Context)
- 2025 annual meeting included the election of three Class II directors only; no say-on-pay proposal was presented in 2025 8-K results .
- 2025 director election results (Board context): Terilea Wielenga (For: 107,049,183; Withheld: 260,858), Dmitry Kozko (For: 107,299,361; Withheld: 10,680), Sheila Bangalore (For: 107,309,362; Withheld: 679) .
Related-Party Transactions (Conflict Review)
- BDCP engagement: AENT engaged B&D Capital Partners, LLC (owned by Blystone & Donaldson, LLC; Donaldson is a principal via parent) for financial advisory services; ~$1.8M paid in FY2024; no fees in FY2025 .
- Review controls: AENT policy requires Audit Committee review/approval of related-person transactions; Audit Committee charter explicitly charges related-party oversight .
Governance Assessment
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Strengths:
- Independent director with deep legal and investment experience; prior public-company audit chair experience supports risk and audit literacy .
- Compensation Committee Chair with clear chartered remit; board has adopted a clawback policy and documented pay-governance processes .
- Attendance: No incumbent director fell below 75% attendance in FY2025; board and committees met regularly (5 board; 12 committee meetings) .
- Ownership alignment: 4.9% beneficial stake (including warrants) provides skin-in-the-game .
-
Risks / RED FLAGS:
- Related-party advisory fees to BDCP (entity affiliated with Donaldson) of ~$1.8M in FY2024, though $0 in FY2025; while subject to policy review, this is a potential conflict that warrants ongoing monitoring for independence and fee appropriateness .
- Transparency gap: FY2025 director compensation table omits Donaldson’s line item; while policy states $50,000 annual fee for eligible independent directors, lack of disclosure on his exact FY2025 cash/equity mix reduces clarity for investors .
- Board structure: No Lead Independent Director; while committees are independent, concentration of insider ownership is high (77.6% held by directors/officers as a group), which may limit minority shareholder influence .
-
Directional signals to monitor:
- Compensation Committee’s application of the EBITDA-based cash bonus plan and any equity grant cadence under the 2023 Plan (for executives and directors) .
- Any future BDCP or other related-party engagements and Audit Committee oversight disclosures .
Fixed Compensation (Director Detail Table)
| Director | FY2025 Cash Fees | Stock Awards | Option Awards | Total |
|---|---|---|---|---|
| Terilea Wielenga | $50,000 | – | – | $50,000 |
| Chris Nagelson | $50,000 | – | – | $50,000 |
| W. Tom Donaldson III | Not separately disclosed in table | Not disclosed | Not disclosed | Not disclosed |
| Policy (eligible independent) | $50,000 annual cash retainer | — | — | — |
Performance Compensation (Director)
| Item | FY2025 Status | Notes |
|---|---|---|
| Equity grants to directors | None disclosed for independent directors | Director line items show no stock/option awards; Plan permits future awards |
| Clawback policy | Adopted | Applies to incentive-based compensation upon restatement |
Other Notes
- Independence affirmation: AENT board has determined Donaldson is independent under Nasdaq/SEC; all board committees are comprised entirely of independent directors .
- Committee evolution: Nominating Committee chaired by Nagelson in 2025; Thomas Finke resigned effective May 1, 2025; board expanded to seven directors and added Kozko and Bangalore as nominees .
Overall, Donaldson’s governance profile combines strong legal/financial expertise and meaningful ownership with a Compensation Chair role that can directly influence pay-for-performance alignment; however, prior-year related-party advisory fees through an affiliated firm and the omission of his FY2025 director compensation line item present disclosure and independence optics to monitor closely going forward .