Brian Marley
Academy Sports & OutdoorsAbout Brian T. Marley
Independent director since June 2020, age 67, Class I with term expiring at the 2027 annual meeting. Audit Committee Chair and designated SEC “audit committee financial expert,” with credentials spanning 20 years as a KPMG audit partner, CFO of Belk, founder of Marley Associates LLC, and consumer/retail industry advisor to KKR; BS in Business Administration from UNC Chapel Hill. His background is heavily weighted to financial reporting, internal controls, ERM, and retail operations, aligning with his audit committee leadership at ASO .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| KPMG | Audit and assurance partner, Retail & Consumer practice | 20 years | Led audits and assurance for retail/consumer clients; deep internal controls expertise . |
| Belk | EVP & Chief Financial Officer | 2000–2013 | Oversaw finance, capital allocation, accounting, and controls at a large department store chain . |
| Belk National Bank | Chairman | 2000–2006 | Governance oversight of bank subsidiary . |
| New Academy Holding Company, LLC (pre‑IPO) | Board of Managers | Jan 2018–Jun 2020 | Pre‑IPO board role for ASO’s parent; continuity into public board . |
External Roles
| Organization | Role | Tenure | Committees/Focus |
|---|---|---|---|
| Marley Associates LLC | Founder & Managing Partner | 2014–present | Advisory/consulting in retail and consumer sectors . |
| KKR | Consumer & Retail Industry Advisor | Jan 2023–present | Strategic advisory to sponsor; potential interlock considerations given historical ASO charter references to KKR . |
| Current public company boards | None disclosed | — | No current public company directorships cited in ASO proxy biography . |
Board Governance
- Independence: Board affirmatively determined Brian Marley is independent under SEC/Nasdaq and heightened standards for audit and compensation committees .
- Committee leadership: Audit Committee Chair since June 2020; committee members include Marley (Chair), Wendy Beck, Tom Nealon, Chris Turner. Audit Committee met five times in fiscal 2024; Marley is an SEC “audit committee financial expert” .
- Board structure: Separate Chair/CEO; Lead Independent Director role in place (Tom Nealon), with executive sessions presided by LID. Independent directors met at least twice in executive session in 2024 .
- Attendance: In 2024, all incumbent directors attended at least 75% of Board and committee meetings; Board held six, Audit five, Compensation four, Governance four .
- Board refresh and stockholder responsiveness: Board proposed declassification by 2028 and removal of supermajority voting; actions flowed from off‑season shareholder engagement (30 top holders invited; 8 meetings) .
Fixed Compensation
| Component | Policy Detail | 2024 Amount (Marley) |
|---|---|---|
| Annual cash retainer | $100,000; paid quarterly | $130,000 (includes Audit Chair fee) . |
| Committee chair fees | Audit Chair: $30,000; Comp Chair: $25,000; N&G Chair: $20,000 | Included in total cash above . |
| Meeting fees | None disclosed | — . |
| Perquisites | 20% merchandise discount (same as employees); travel/lodging reimbursement | Qualifying director perqs . |
Performance Compensation
| Item | Value/Terms | Notes |
|---|---|---|
| Annual RSU grant (directors) | Target grant value $160,000; shares based on 30‑day average price | Vests 100% at earliest of first anniversary, the business day immediately before next annual meeting, death/disability, or Change of Control . |
| 2024 stock awards (Marley) | $151,693 grant‑date fair value (ASC 718) | Non‑employee director RSUs under 2020 Omnibus Incentive Plan . |
| RSUs outstanding (as of Feb 1, 2025) | 2,929 | Scheduled to settle within 60 days after April 10, 2025 counts toward beneficial ownership footnote . |
| Performance metrics tied to director equity | None (time‑based vesting) | No disclosed revenue/EBITDA/TSR metrics for director awards . |
Other Directorships & Interlocks
| Entity | Relationship | Potential Conflict/Interlock Consideration |
|---|---|---|
| KKR | Advisor (Consumer & Retail) | Historical charter provisions referenced KKR control thresholds; KKR not listed among >5% holders as of Apr 10, 2025, mitigating direct control risk; monitor advisory ties for related‑party or consultant engagements . |
| Public company boards | None disclosed | No interlocks via public boards reported in ASO proxy biography . |
Expertise & Qualifications
- Audit/Finance, internal controls, SEC reporting; designated “audit committee financial expert” .
- Strategic planning, process improvement, risk management, corporate governance, customer loyalty; board skills matrix highlights Accounting/Finance, Corporate Governance, Process Improvement, Strategic Planning .
- Retail operator experience (Belk CFO), public accounting (KPMG), advisory (KKR, Marley Associates) .
Equity Ownership
| Metric | Amount | Detail |
|---|---|---|
| Beneficially owned common shares | 59,678 | Less than 1% of outstanding . |
| Ownership % of outstanding | <1% | 66,526,588 shares outstanding as of Apr 10, 2025 . |
| RSUs outstanding (scheduled to settle within 60 days of record date) | 2,929 | Included in beneficial ownership per footnote . |
| Pledging/Hedging policy | Prohibited for directors; pre‑clearance required for trades; no margin or pledging allowed | Insider Trading Policy prohibits hedging/pledging; quarterly windows and pre‑clearance . |
| Stock ownership guideline | 3.0x annual cash retainer; five years to comply | Company states all non‑employee directors either compliant or within allowed timeline . |
Governance Assessment
- Positives:
- Independent audit chair with SEC financial expert designation; strong alignment to ASO’s risk, controls, cybersecurity, ERM oversight responsibilities delegated to Audit Committee .
- No related‑party transactions requiring disclosure since the beginning of 2024; robust Related Party Transaction Policy administered by Audit Committee .
- Shareholder‑responsive governance: proposals to remove supermajority requirements and declassify the board, following systematic off‑season investor engagement .
- Ownership alignment via director RSUs and stock ownership guidelines; hedging and pledging prohibited .
- Watch items:
- Advisory role with KKR warrants ongoing monitoring for perceived conflicts or approval of any related‑party engagements; current >5% holders do not include KKR, reducing direct influence risk .
- Director RSUs vest fully on change‑of‑control, which can reduce “at‑risk” alignment in sale scenarios relative to longer service‑based vesting; standard term but monitor optics .
- Attendance disclosed at aggregate thresholds (≥75%) rather than individual rates; continue to monitor engagement indicators through committee workloads and executive sessions .
RED FLAGS currently not present: No hedging/pledging, no related‑party transactions, independence affirmed, compliance with overboarding policy and retirement/tenure rules disclosed .
Notes on Compensation Program Governance (Directors)
- Annual Compensation Committee review with FW Cook; no changes recommended in June 2024 to the non‑employee director program .
- Director compensation mix: cash retainers plus time‑based RSUs; no meeting fees disclosed; clear ownership guidelines and clawback policy at company level .
Committee Oversight Scope (Audit Committee, chaired by Marley)
- Financial reporting, internal controls, earnings releases/guidance, auditor engagement/independence, internal audit, ERM, IT/cybersecurity, legal/compliance/ethics/whistleblower, pre‑approval of audit/non‑audit services, related‑person transactions .
- Cybersecurity as standing agenda item with CIO and CLO reporting; Internal Audit performs cyber audits with quarterly reporting to the Audit Committee .