Warwick Goldby
About Warwick Goldby
Warwick Goldby is Chief Operating Officer (COO) at Alliance Entertainment (AENT). He joined Alliance in November 2016, rose through operations roles to Senior Vice President of Distribution Operations, and was promoted to COO in May 2024; he holds a Bachelor of Commerce from the University of Natal, South Africa . He is 49 years old . Recent company materials highlight his leadership of warehouse automation initiatives (AutoStore and Sure Sort X) central to operational efficiency gains . Company-level TSR, revenue growth, and EBITDA growth during his tenure are not disclosed in the cited filings.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alliance Entertainment | Project Manager (on joining) | 2016 | Entry role; start of operations career at Alliance . |
| Alliance Entertainment | Operations roles culminating in SVP, Distribution Operations | Nov 2016–May 2024 | Led distribution operations; foundation for subsequent COO leadership . |
| Alliance Entertainment | Chief Operating Officer | May 2024–present | Leads overall operations; drove automation (AutoStore, Sure Sort X) to reduce costs and improve throughput . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No external directorships or outside roles disclosed in company filings . |
Fixed Compensation
- Base salary and target bonus for Goldby are not disclosed in the 2025 DEF 14A or 2025 10-K; named executive officer tables cover the Executive Chairman, CEO/CFO, and CCO only, not the COO .
- Company maintains indemnification agreements for officers; in connection with his appointment, the company expected to enter into indemnification agreements with Goldby consistent with other officers .
Performance Compensation
- Cash Bonus Incentive Plan (company-wide design): payout is tied to year-over-year EBITDA growth, with 100% payout at ≥10% growth; linearly scaled (e.g., 9% → 90%, 8% → 80%), and no payout below 1% growth. Applies to “executives and leaders” as determined by the Compensation Committee; payouts occur after audited results, with committee discretion for extraordinary items .
| Component | Metric | Target/Trigger | Payout Formula | Timing | Notes |
|---|---|---|---|---|---|
| Annual Cash Bonus | EBITDA YoY growth | 10% YoY growth for full payout | Linear: 10% growth=100%; 9%=90%; …; <1%=0% | Paid in first quarter following fiscal year after audit | Applies to executives/leaders per Compensation Committee . |
- Clawback policy: Company can recover incentive-based pay (cash or equity) from current or former executive officers in the event of an accounting restatement; board determines form/timing of recovery .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (Class A) | 14,000 shares as of record date (Sept 10, 2025) . |
| Ownership as % of shares outstanding | Not stated for Goldby; 50,957,370 Class A shares were outstanding as of the record date . |
| Unvested equity (as of Jun 30, 2025) | 2,000 unvested stock awards (market value $4,660) . |
| Options (exercisable/unexercisable) | None reported outstanding at FY25 year-end for Goldby . |
| Shares pledged as collateral | Prohibited for directors/executive officers under insider trading policy; no pledging or holding on margin permitted . |
| Hedging policy | Hedging/monetization transactions are prohibited for covered persons . |
| Ownership guidelines | Compensation Committee may evaluate and recommend mandatory stock ownership guidelines; no specific multiple disclosed . |
| Trading windows / 10b5-1 | Pre-clearance required; company may impose additional 10b5-1 restrictions; trading windows and blackout policies apply . |
Company equity program context:
- 2023 Omnibus Equity Incentive Plan (1,000,000 shares reserved) with RSUs/PSUs/options; 561,300 awards granted as of June 30, 2025 .
- Stock-based compensation activity shows 101,300 RSAs outstanding at June 30, 2025; no RSA vesting occurred in FY25 (company-wide view) .
Employment Terms
- Appointment and officer status: Appointed COO effective May 20, 2024; company expected to execute indemnification agreement; no related-party transactions and no special arrangements disclosed in connection with the appointment .
- Employment agreement: No individual employment agreement, severance, non-compete, or change-of-control terms for Goldby are disclosed in the cited filings; detailed severance/CoC terms are disclosed for the Executive Chairman and CEO only .
- Trading/blackout and 10b5-1: Covered by insider trading policy, pre-clearance, blackout windows, and optional company-imposed restrictions on 10b5-1 plans .
Investment Implications
- Alignment: Direct share ownership (14,000 shares) and unvested equity (2,000 RSUs) create alignment; insider policy prohibits pledging/hedging, reducing misalignment risk .
- Incentive design: EBITDA-growth bonus plan (linear scale, full at ≥10% YoY) incentivizes near-term profit improvement and cost discipline; board retains discretion to adjust for extraordinary items, mitigating gaming risk .
- Retention and overhang: Limited disclosed unvested awards for Goldby (2,000 RSUs) suggest minimal near-term selling pressure upon vesting; broader plan capacity remains, but FY25 outstanding RSAs were modest at 101,300 company-wide .
- Disclosure gaps: Absence of COO-specific salary, target bonus, and severance/CoC terms introduces uncertainty on retention risk and parachute economics; monitor future proxies/8-Ks for any amended arrangements .
- Governance backdrop: Related-party transactions exist at the company level (e.g., sales to GameFly owned by Executive Chairman and CEO) but are described as at market and subject to policy oversight; not tied to Goldby, yet relevant to overall governance risk .
- Execution track record: Documented leadership in automation initiatives (AutoStore and Sure Sort X) strengthens the operational improvement narrative under Goldby’s purview .
Supporting Data
Executive Biography and Roles
- Goldby: COO; joined Nov 2016; prior SVP of Distribution Operations; Bachelor of Commerce, University of Natal; age 49 .
- Automation initiatives (AutoStore, Sure Sort X) under Goldby’s leadership .
- Appointment to COO disclosed in Item 5.02 8-K; indemnification agreements expected; no related-party transactions; no special arrangements .
Equity Ownership and Awards
| Metric | As of | Value |
|---|---|---|
| Beneficial ownership (Class A shares) | Record Date (Sept 10, 2025) | 14,000 shares |
| Unvested stock awards (number) | Jun 30, 2025 | 2,000 |
| Unvested stock awards (market value) | Jun 30, 2025 | $4,660 |
| Company Class A shares outstanding | Record Date (Sept 10, 2025) | 50,957,370 |
Incentive Plan Structure (Company-wide Design)
| Plan | Metric | Full Payout Threshold | Scale | Payout Timing |
|---|---|---|---|---|
| Cash Bonus Incentive Plan | EBITDA YoY growth | ≥10% → 100% payout | Linear: 9%=90%, 8%=80%; <1%=0% | 1Q following fiscal year after audit; committee discretion for extraordinary items |
Policies Affecting Insider Selling/Pledging
- Prohibitions for directors and executive officers: no pledging/margin, no short sales/derivatives, no hedging; pre-clearance, blackout adherence; 10b5-1 plan restrictions possible .
Company Equity Plan Capacity
| Item | Amount |
|---|---|
| 2023 Plan reserve | 1,000,000 shares |
| Awards granted through Jun 30, 2025 | 561,300 |
| RSAs outstanding (company-wide) at Jun 30, 2025 | 101,300 |
Notes on Non-Disclosure
- No COO-specific base salary, target bonus percentage, actual bonus, vesting schedule dates, severance, change-of-control, non-compete, or stock ownership guideline multiple disclosed in the cited filings .
Investment Implications
- Goldby’s operational leadership and documented automation initiatives support an execution-focused thesis; the EBITDA-based bonus framework aligns incentives to near-term profitability, but absence of disclosed COO-specific pay/severance reduces transparency on retention risk .
- Pledging/hedging prohibitions and modest unvested equity indicate low incremental insider selling pressure from Goldby; broader governance should continue to be monitored given related-party transactions at the company level, though these are described as market-based and under policy oversight .