ALLIANCE ENTERTAINMENT HOLDING CORP
For the period ended Sep 24, 2026. Filed Sep 24, 2026.
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Sep 24, 2026 · Filed Sep 24, 2026
Contents
Pay Versus Performance
As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation actually paid and the financial performance of the Company. The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” have been calculated in accordance with SEC rules and do not necessarily reflect compensation actually realized or received by our named executive officers or how the Company or the Compensation Committee evaluates compensation decisions.
As a smaller reporting company, we are presenting two fiscal years of data in this initial Pay Versus Performance disclosure, as permitted by Item 402(v)(8) of Regulation S-K. Consistent with the scaled disclosure requirements for smaller reporting companies, we have not included peer group total shareholder return or a Company-Selected Measure in the table below.
| Fiscal Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2) | Value of Initial Fixed $100 Investment Based on TSR ($)(3) | Net Income ($)(4) |
|---|---|---|---|---|---|---|
| 2026 | 1,935,938 | 1,935,938 | 1,119,817 | 1,128,615 | 194.67 | 13,058,000 |
| 2025 | 1,315,216 | 1,315,216 | 789,621 | 789,621 | 125.67 | 15,078,000 |
| (1) | Named Executive Officers Included in the Table. Jeffrey Walker, our Chief Executive Officer, served as our principal executive officer (“PEO”) for each fiscal year presented. The non-PEO named executive officers (“Non-PEO NEOs”) included in the average compensation amounts were: (i) for fiscal 2025, Bruce Ogilvie, Executive Chairman, and Robert Black; and (ii) for fiscal 2026, Bruce Ogilvie, Executive Chairman, and Amanda Gnecco, Chief Financial Officer. |
| (2) | Compensation Actually Paid. Compensation actually paid (“CAP”) represents the amount reported in the “Total” column of the Summary Compensation Table for the applicable fiscal year, adjusted as required by Item 402(v) of Regulation S-K. Mr. Walker did not hold any outstanding equity awards requiring adjustment during the periods presented; accordingly, his CAP equals his Summary Compensation Table total for each fiscal year presented. The following table reconciles Summary Compensation Table compensation to CAP for the PEO and the average for the Non-PEO NEOs: |
| Adjustment | 2025 PEO ($) | 2025 Average Non-PEO NEOs ($) | 2026 PEO ($) | 2026 Average Non-PEO NEOs ($) |
|---|---|---|---|---|
| Summary Compensation Table Total | 1,315,216 | 789,621 | 1,935,938 | 1,119,817 |
| Less: Grant-date fair value of stock and option awards reported in the Summary Compensation Table | - | - | - | - |
| Add: Fiscal year-end fair value of awards granted during the fiscal year that remained outstanding and unvested | - | - | - | - |
| Add: Change in fair value from prior fiscal year-end of awards granted in prior years that remained outstanding and unvested at fiscal year-end | - | - | - | 8,798 |
| Add: Fair value at vesting of awards granted and vested during the fiscal year | - | - | - | - |
| Add: Change in fair value through vesting date of awards granted in prior years that vested during the fiscal year | - | - | - | - |
| Less: Prior fiscal year-end fair value of awards that failed to meet applicable vesting conditions during the fiscal year | - | - | - | - |
| Compensation Actually Paid | 1,315,216 | 789,621 | 1,935,938 | 1,128,615 |
| The fiscal 2026 equity adjustment for the Non-PEO NEOs relates solely to 8,500 unvested restricted shares held by Ms. Gnecco under the 2023 Omnibus Equity and Incentive Plan. These shares were granted prior to fiscal 2026 and remained outstanding and unvested at June 30, 2026. No new equity awards were granted to Ms. Gnecco during fiscal 2026. In accordance with SEC rules, the fiscal 2026 adjustment reflects the change in fair value of these shares from June 30, 2025 to June 30, 2026. Based on closing market prices of $3.77 and $5.84 per share, respectively, the fair value increased from $32,045 to $49,640, an increase of $17,595. Because the Non-PEO NEO amounts are presented as an average of two executives, $8,798 of this increase is included in fiscal 2026 Average Compensation Actually Paid to Non-PEO NEOs. | |
| (3) | Total Shareholder Return. Total shareholder return (“TSR”) assumes an initial fixed investment of $100 in the Company’s Class A common stock as of June 30, 2024 (the last trading day of fiscal 2024), with all dividends, if any, reinvested. The Company did not declare or pay any dividends on its Class A common stock during the periods presented. |
| (4) | Net Income. The amounts reported represent net income attributable to common stockholders as reflected in the Company’s audited consolidated financial statements for the applicable fiscal year. |
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