DEF 14A of MSG Knickerbockers Corp., Oct 25, 2023

DEF 14A of MSG Knickerbockers Corp.

Filed Oct 25, 2023 · FY20230001193125-23-263029

Open on EDGAR

  1. TABLE OF CONTENTS

    | Pension Benefits | 71 | | Nonqualified Deferred Compensation | 74 | | Employment Agreements | 74 | | Termination and Severance | 82 | | Equity Compensation Plan Information | 89 | | Pay Versus Performance | 90 | | Pay Ratio | 95 | | Proposal 3 — Non-Binding Advisory Vote On Named Executive Officer Compensation | 96 | | Our Executive Officers | 97 | | Transactions with Related Parties | 98 | | Relationship Between Us, MSG Entertainment, Sphere Entertainment, and AMC Networks | 98 | | Aircraft Arrangements | 104 | | Dolan Family Arrangements | 104 | | Other | 104 | | Certain Relationships and Potential Conflicts of Interest | 105 | | Related Party Transaction Approval Policy | 106 | | Delinquent Section 16(a) Reports | 107 | | Stock Ownership Table | 108 | | Other Matters | 120 | | Stockholder Proposals for 2024 Annual Meeting | 120 | | Advance Notice of Proxy Holders and Qualified Representatives | 121 | | 2023 Form 10-K | 121 | | Annex A — Reconciliation of Non-GAAP Financial Measures | A-1 |

  2. BOARD AND GOVERNANCE PRACTICES

    BOARD AND GOVERNANCE PRACTICES CORPORATE GOVERNANCE PRACTICES Our Board has adopted the Governance Guidelines and other practices to promote the functioning of the Board and its committees to serve the best interests of all our stockholders. The Governance Guidelines and our other governance documents provide a framework for our governance practices, including:

  3. BOARD AND GOVERNANCE PRACTICES

    | ✓ | Annual election of directors, with all directors elected to one-year terms |

  4. BOARD AND GOVERNANCE PRACTICES

    | ✓ | Board composition to include a broad range of skills, experience, industry knowledge, diversity of opinion and contacts relevant to the Company’s business that serves the interests of all stockholders |

  5. BOARD AND GOVERNANCE PRACTICES

    | ✓ | Board self-assessments conducted at least annually to assess the mix of skills and experience that directors bring to the Board to facilitate an effective oversight function |

  6. BOARD AND GOVERNANCE PRACTICES

    | ✓ | Robust director nomination criteria to ensure a diversity of viewpoints, background and expertise in the boardroom |

  7. BOARD AND GOVERNANCE PRACTICES

    | ✓ | Regular executive sessions of independent directors |

  8. BOARD AND GOVERNANCE PRACTICES

    | ✓ | Independent Board committees, with each of the Audit Committee and the Compensation Committee comprised 100% of independent directors |

  9. BOARD AND GOVERNANCE PRACTICES

    | ✓ | Restricted stock units subject to holding requirement through the end of service on the Board |

  10. BOARD AND GOVERNANCE PRACTICES

    Our Governance Guidelines set forth our practices and policies with respect to Board composition and selection, Board meetings, executive sessions of the Board, Board committees, the expectations we have of our directors, selection of the Executive Chairman and Chief Executive Officer, management succession, Board and executive compensation, and Board self-assessment requirements. The full text of our Governance Guidelines may be viewed at our corporate website at www.msgsports.com under Investors — Governance — Corporate Governance — Governance Documents. A copy may be obtained by writing to Madison Square Garden Sports Corp., Two Pennsylvania Plaza, New York, NY 10121; Attention: Corporate Secretary. STOCKHOLDER ENGAGEMENT Fostering long-term relationships with our stockholders is a priority for the Company. Engagement helps us gain insight into the issues most important to our stockholders, informing Board discussions and allowing us to consider investors’ views on a range of topics including corporate governance and executive compensation matters. We regularly engage with stockholders, and during the 2023 fiscal year we engaged with holders of nearly 60% of our Class A Common Stock concerning our Board, governance and executive compensation practices, with the specific goal of seeking stockholder feedback. We greatly value the views of our stockholders, and we look forward to continuing to receive such feedback. BOARD LEADERSHIP STRUCTURE Our Board has the flexibility to determine whether the roles of chairman and principal executive officer (“PEO”) should be separated or combined. The Board makes this decision based on its evaluation of the circumstances and the Company’s specific needs from time to time. Currently, as Executive Chairman, Mr. James L. Dolan serves as the Company’s chairman and PEO. The Board has determined that combining these roles is the optimal leadership structure for the Company at this time because of Mr. Dolan’s experience with the Company’s business and industry, as well as his ability to most effectively identify strategic priorities of the Company and ensure execution of the Company’s strategy. The Board may in the future decide to separate the roles of chairman and PEO if it believes that a separation is consistent with the optimal leadership structure for the Company. The Board does not designate a lead independent director and believes it is appropriate not to have one because of the Company’s stockholder voting structure. BOARD SELF-ASSESSMENT The Board conducts an annual self-assessment to determine whether the Board and its committees are functioning effectively. Among other things, the Board’s self-assessment seeks input from the directors on whether they have the tools and access necessary to perform their oversight function as well as suggestions for improvement of the Board’s functioning. In addition, our Audit Committee and Compensation Committee each conducts its own annual self-assessment, which includes an assessment of the adequacy of their performance as compared to their respective charters. EXECUTIVE SESSIONS OF NON-MANAGEMENT AND INDEPENDENT BOARD MEMBERS Under our Governance Guidelines, either our directors who are not also executive officers of our Company (the “non-management directors”) or our directors who are independent under the NYSE rules are required to meet regularly in executive sessions with no members of management present. If non-management directors who are not independent participate in these executive sessions, the independent directors under the NYSE rules are required to meet separately in executive sessions at least once each year. The non-management or independent directors may specify the procedure to designate the director who may preside at any such executive session. RISK OVERSIGHT Our Board believes that risk oversight is an important Board responsibility. The Board has delegated risk oversight to the Audit Committee, including oversight of cybersecurity risks. The Audit Committee discusses guidelines and policies governing the process by which the Company’s management assesses and manages the Company’s exposure to risk and discusses the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures. The Audit Committee also receives periodic updates from subject matter experts regarding specific risks, such as security of our facilities and cybersecurity. The Compensation Committee considers the Company’s exposure to risk in establishing and implementing our executive compensation program. The Compensation Committee, with the assistance of its independent compensation consultant, reviewed the level of risk incentivized by the Company’s executive compensation program as well as incentive programs below the executive officer level. Based on this assessment and the executive compensation program’s emphasis on long-term performance, its close connection to Company-wide and divisional performance and its equity-based component designed to align the executive officers’ compensation with the Company’s long-term strategy and growth, the Compensation Committee determined that our executive compensation program does not create incentives for excessive risk-taking that are reasonably likely to have a material adverse effect on the Company. COMMUNICATING WITH OUR DIRECTORS Our Board has adopted policies designed to allow our stockholders and other interested parties to communicate with our directors. Any interested party who wishes to communicate with the Board or any director or the non-management directors as a group should send communications in writing to the Chairman of the Audit Committee, Madison Square Garden Sports Corp., Two Pennsylvania Plaza, New York, NY 10121. Any person, whether or not an employee, who has a concern with respect to our accounting, internal accounting controls, auditing issues or other matters, may, in a confidential or anonymous manner, communicate those concerns to our Audit Committee by contacting the MSG Sports Integrity Hotline, which is operated by a third-party service provider, at 1-844-913-0611 or www.msg.ethicspoint.com. CODE OF CONDUCT AND ETHICS Our Board has adopted a Code of Conduct and Ethics for our directors, officers and employees. A portion of this Code of Conduct and Ethics also serves as a code of conduct and ethics for our senior financial officers, including our principal accounting officer and controller. Among other things, our Code of Conduct and Ethics covers conflicts of interest, disclosure responsibilities, legal compliance, reporting and compliance with the Code of Conduct and Ethics, confidentiality, corporate opportunities, fair dealing, protection and proper use of Company assets and equal employment opportunity and harassment. The full text of the Code of Conduct and Ethics is available on our website at www.msgsports.com under Investors — Governance — Corporate Governance — Governance Documents. In addition, a copy may be obtained by writing to Madison Square Garden Sports Corp., Two Pennsylvania Plaza, New York, NY 10121; Attention: Corporate Secretary. Within the time period required by the SEC, we will post on our website any amendment to the Code of Conduct and Ethics and any waiver applicable to any executive officer, director or senior financial officer. DIRECTOR INDEPENDENCE As a “controlled company” we are not subject to the corporate governance rules of the NYSE requiring: (i) a majority of independent directors on our Board, (ii) an independent corporate governance and nominating committee, and (iii) an independent compensation committee. On account of this, and based on our ownership and voting structure, we do not have a majority of independent directors on our Board and we have not created a corporate governance and nominating committee; however, we maintain an independent compensation committee.

  11. BOARD AND GOVERNANCE PRACTICES

    Under the terms of our Certificate of Incorporation, the holders of our Class B Common Stock have the right to elect up to 75% of the members of our Board and there is no requirement that any of those directors be independent or be chosen independently. Despite the fact that our Board does not have a majority of independent directors, we value independent oversight and perspectives in our boardroom. That independent input is fostered by our Certificate of Incorporation, which gives holders of our Class A Common Stock the right to elect at least 25% of our Board, as well as by the presence on our Board of two directors elected by our Class B stockholders who meet the NYSE and SEC standards of independence. Assuming all of the director nominees are elected at the 2023 annual meeting, our Class A director representation will be approximately 28% of the Board, consistent with the 25% minimum required by our Certificate of Incorporation, and independent director representation will be approximately 39%. Our Board has determined that each of the following non-management directors is “independent” within the meaning of the rules of the NYSE and the SEC: Messrs. Joseph M. Cohen, Richard D. Parsons, Nelson Peltz, Alan D. Schwartz, Ivan Seidenberg, Vincent Tese and Anthony J. Vinciquerra. In reaching its determination for Messrs. Cohen, Parsons, Peltz, Schwartz, Seidenberg, Tese and Vinciquerra, the Board considered the following:

  12. BOARD AND GOVERNANCE PRACTICES

    | • | Mr. Cohen has served as a director of AMC Networks Inc. (“AMC Networks”) (a company that is also controlled by the Dolan Family) since June 2022. He previously served as a director of MSG Networks (a company that is also controlled by the Dolan Family as a subsidiary of Sphere Entertainment) from 2020 to 2021. He previously served in various senior executive roles with Madison Square Garden while the business was part of Cablevision Systems |

  13. BOARD AND GOVERNANCE PRACTICES

    | Corporation (“Cablevision”) and was President of MSG Networks from 1977 to 1985. The Board determined that these relationships are not material and that Mr. Cohen is independent within the meaning of the rules of the NYSE and the SEC. |

  14. BOARD AND GOVERNANCE PRACTICES

    | • | Mr. Schwartz previously served as a director of MSG Networks from 2010 to 2015. Mr. Schwartz also served as a director of AMC Networks from 2011 to 2016. From time to time, he, or entities for which he serves as an officer or principal, have performed services for AMC Networks. The Board determined that performance of these services, and the receipt of compensation for these services, is not material and that Mr. Schwartz is independent within the meaning of the rules of the NYSE and the SEC. |

  15. BOARD AND GOVERNANCE PRACTICES

    | • | Mr. Tese has served as a director of Sphere Entertainment (a company that is also controlled by the Dolan Family) since April 2020 and AMC Networks since 2016. He also previously served as a director of MSG Networks from 2010 to 2015. Mr. Tese’s brother was employed by a subsidiary of the Company until 2020, was employed by a subsidiary of Sphere Entertainment from April 2020 until August 2020, was rehired by Sphere Entertainment in December 2021 and his employment was transferred from Sphere Entertainment to a subsidiary of MSG Entertainment in connection with the MSGE Distribution, in each case, in a non-executive officer position. The Board determined that these relationships are not material and that Mr. Tese is independent within the meaning of the rules of the NYSE and the SEC. |

  16. BOARD AND GOVERNANCE PRACTICES

    DIRECTOR NOMINATIONS As permitted under the NYSE rules, we do not have a nominating committee and believe it is appropriate not to have one because of our stockholder voting structure. The Board has nonetheless established a nomination mechanism in our Governance Guidelines for the selection of nominees for election as directors by the holders of our Class A Common Stock (“Class A Directors”) and by the holders of our Class B Common Stock (“Class B Directors”), as follows:

  17. BOARD AND GOVERNANCE PRACTICES

    | • | Nominees for election as Class A Directors are recommended to the Board by a majority of the independent Class A Directors then in office. |

  18. BOARD AND GOVERNANCE PRACTICES

    | • | Nominees for election as Class B Directors are recommended to our Board by a majority of the Class B Directors then in office. |

  19. BOARD AND GOVERNANCE PRACTICES

    Our Certificate of Incorporation provides holders of the Company’s Class B Common Stock the right to elect up to 75% of the members of our Board and holders of our Class A Common Stock the right to elect 25% of the members of our Board. DIRECTOR SELECTION Our Board believes that each director nominee should be evaluated based on the skills needed on the Board and his or her individual merits, taking into account, among other matters, the factors set forth in our Governance Guidelines under “Board Composition” and “Selection of Directors.” Those factors include:

  20. BOARD AND GOVERNANCE PRACTICES

    | • | The desire to have a Board that encompasses a broad range of skills, expertise, industry knowledge, diversity of viewpoints, opinions, background and experience and contacts relevant to our business; |

  21. BOARD AND GOVERNANCE PRACTICES

    | • | Personal qualities and characteristics, accomplishments and reputation in the business community; |

  22. BOARD AND GOVERNANCE PRACTICES

    | • | Ability and willingness to commit adequate time to Board and committee matters; and |

  23. BOARD AND GOVERNANCE PRACTICES

    | • | The fit of the individual’s skill and personality with those of other directors and potential directors in building a Board that is effective, collegial and responsive to the needs of our Company. |

  24. BOARD AND GOVERNANCE PRACTICES

    The Class A Directors evaluate and recommend Class A Director candidates to the Board for nomination as Class A Directors and suggest individuals for the Board to explore in more depth. The Class A Directors also consider Class A Director nominees recommended by our stockholders. Nominees recommended by our stockholders are given consideration in the same manner as other nominees. Stockholders who wish to nominate directors for election at our 2024 annual meeting may do so by submitting in writing such nominees’ names, in compliance with the procedures and along with other information required by the Company’s Amended By-laws. See “Other Matters — Stockholder Proposals for 2024 Annual Meeting.” The Class B Directors will consult from time to time with one or more of the holders of our Class B Common Stock to ensure that all Class B Director nominees recommended to the Board are individuals who will make a meaningful contribution as Board members and will be individuals likely to receive the approving vote of the holders of a majority of the outstanding Class B Common Stock. The Class B Directors do not intend to consider unsolicited suggestions of nominees by holders of our Class A Common Stock. We believe that this is appropriate in light of the voting provisions of our Certificate of Incorporation which provide the holders of our Class B Common Stock the exclusive right to elect our Class B Directors. BOARD MEETINGS The Board met four times during the fiscal year ended June 30, 2023. Each of the directors who was on the Board during the 2023 fiscal year attended at least 75% of the meetings of the Board and the committees of the Board on which he or she served that were held during the time he or she served on the Board. We encourage our directors to attend annual meetings of our stockholders and believe that attendance at annual meetings is equally as important as attendance at Board and committee meetings. 15 of our 17 then-incumbent directors attended the 2022 annual stockholders’ meeting. COMMITTEES Our Board has two standing committees comprised solely of independent directors: the Audit Committee and the Compensation Committee.

  25. Director Compensation Table

    Director Compensation Table The table below summarizes the total compensation paid to or earned by each person who served as a non-employee director during the fiscal year ended June 30, 2023. Directors who are current employees of the Company receive no compensation for service as directors and are therefore not identified in the table below.

  26. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($) | | Joseph M. Cohen | 100,000 | 164,464 | 264,464 | | Charles F. Dolan | 75,000 | 164,464 | 239,464 | | Charles P. Dolan | 75,000 | 164,464 | 239,464 | | Marianne Dolan Weber | 75,000 | 164,464 | 239,464 | | Paul J. Dolan | 75,000 | 164,464 | 239,464 | | Ryan T. Dolan | 75,000 | 164,464 | 239,464 | | Thomas C. Dolan | 75,000 | 164,464 | 239,464 | | Andrew Lustgarten(4) | 37,500 | 148,714 | 186,214 | | Stephen C. Mills | 75,000 | 164,464 | 239,464 | | Richard D. Parsons | 75,000 | 164,464 | 239,464 | | Nelson Peltz | 75,000 | 167,155 | 242,155 | | Alan D. Schwartz | 75,000 | 204,655 | 279,655 | | Ivan Seidenberg | 102,187 | 165,865 | 268,052 | | Brian G. Sweeney | 75,000 | 164,464 | 239,464 | | Vincent Tese | 109,375 | 164,464 | 273,839 | | Anthony J. Vinciquerra | 98,437 | 164,464 | 262,901 |

  27. Director Compensation Table

    | (1) These amounts represent Board retainer fees earned during the fiscal year ended June 30, 2023, including the value of such amounts that were received by Messrs. Peltz, Schwartz and Seidenberg as restricted stock units pursuant to their Deferred Compensation Election. The amounts reported do not include any reasonable out-of-pocket expenses incurred in attending meetings for which the Company reimburses each non-employee director. |

  28. Director Compensation Table

    | (2) This column reflects the grant date fair market value of (i) 1,027 restricted stock units granted in December 2022, to each non-employee director (or in the case of Mr. Lustgarten,749 units to reflect prorated fees for his service on the Board from January 1, 2023 to the 2023 annual meeting), and (ii) with respect to Messrs. Peltz, Schwartz and Seidenberg, this column also reflects the difference between (x) the grant date fair market value of 411, 411 and 548 restricted stock units granted in February 2023 for Board service during calendar year 2023, to Mr. Peltz, Mr. Schwartz and Mr. Seidenberg, respectively, and (y) the retainer fees reported in the Fees Earned or Paid in Cash column for Board service during fiscal year 2023 that were subject to their Deferred Compensation Election. Such grant date fair market values were calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“Topic 718”). The assumptions used by the Company in calculating these amounts are set forth in Note 15 to our financial statements included in our 2023 Form 10-K. The values reflected in this column differ from the $160,000 value set forth in our directors’ compensation program (or any pro rata portion) because the grant date fair value calculated under Topic 718 differs from the 20-trading day average used to determine the number of units granted to directors. |

  29. Director Compensation Table

    | (3) For each non-employee director, the aggregate number of restricted stock units held as of June 30, 2023 is as follows: Charles F. Dolan, 5,128 units; Charles P. Dolan, 5,128 units; Marianne Dolan Weber, 4,499 units; Paul J. Dolan, 2,935 units; Ryan T. Dolan, 2,974 units; Thomas C. Dolan, 5,128 units; Joseph M. Cohen, 2,974 units; Andrew Lustgarten, 749 units; Stephen C. Mills, 2,974 units; Richard D. Parsons, 5,128 units; Nelson Peltz, 5,988 units; Alan D. Schwartz, 5,539 units; Ivan Seidenberg, 4,150 units; Brian G. Sweeney, 5,128 units; Vincent Tese, 5,128 units; and Anthony J. Vinciquerra, 2,974 units. |

  30. Director Compensation Table

    | (4) Effective January 1, 2023, Mr. Andrew Lustgarten ceased to be Chief Executive Officer of the Company and was appointed to serve as a Class B Director by the directors who were elected by the holders of our Class B Common Stock. For a description of the compensation he received as an employee of the Company during fiscal year 2023, see “Executive Compensation Tables.” |

  31. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS Our Board has nominated 18 candidates for election to the Board at this year’s annual meeting. Of the 18 director nominees, five are to be elected by the holders of our Class A Common Stock and 13 are to be elected by the holders of our Class B Common Stock. All 18 nominees have been nominated for a term to expire at the 2024 annual meeting and until their successors have been elected and qualified. The Company representatives appointed by the Board (the persons named on the proxy card, or, if applicable, their substitutes) will vote your shares as you instruct. If you sign your proxy card and return it without indicating how you would like to vote your shares, your shares will be voted to elect each of the director nominees below, as applicable, based on whether you are a holder of our Class A Common Stock or Class B Common Stock. Information on each of our nominees is given below. Each director nominee listed below has consented to being named in this proxy statement and has agreed to serve if elected. However, if a nominee for election as a director by the holders of our Class A Common Stock becomes unavailable before the election or for good cause will not serve, the persons named on the Class A proxy card would be authorized to vote for a replacement director nominee for election as a director by the holders of our Class A Common Stock if the Board names one. If a nominee for election as a director by the holders of our Class B Common Stock becomes unavailable before the election or for good cause will not serve, the persons named on the Class B proxy card would be authorized to vote for a replacement director nominee for election as a director by the holders of our Class B Common Stock if the Board names one. The Board unanimously recommends that you vote FOR each of the following candidates: JAMES L. DOLAN – Age 68

  32. Class B Director since March 4, 2015

    Class B Director since March 4, 2015 Other Public Company Directorships: AMC Networks Inc. (NASDAQ: AMCX), Madison Square Garden Entertainment Corp. (NYSE: MSGE), Sphere Entertainment Co. (NYSE: SPHR)

  33. Career Highlights

    Career Highlights Mr. Dolan has been a director and the Executive Chairman of the Company since 2015. He also served as the Chief Executive Officer of the Company from 2017 to April 2020. Mr. Dolan has served as a director and the Executive Chairman and Chief Executive Officer of MSG Entertainment since December 2022 and as a director and the Executive Chairman and Chief Executive Officer of Sphere Entertainment since November 2019. Mr. Dolan has served as Non-Executive Chairman of AMC Networks since February 2023, previously serving in that role from September 2020 to December 2022, and has served as a director since 2011. He served as Interim Executive Chairman of AMC Networks from December 2022 to February 2023. Mr. Dolan was also the Executive Chairman of MSG Networks from 2009 to 2021 and Chief Executive Officer of Cablevision from 1995 to 2016. He was previously President of Cablevision from 1998 to 2014; Chief Executive Officer of Rainbow Media Holdings, Inc., a former programming subsidiary of Cablevision that spun-off in 2011 to become AMC Networks, from 1992 to 1995; and Vice President of Cablevision from 1987 to 1992. In addition, Mr. Dolan previously served as a director of MSG Networks from 2009 until 2021 and a director of Cablevision from 1991 to 2016. James L. Dolan is the son of Charles F. Dolan the father of Charles P. Dolan, Quentin F. Dolan and Ryan T. Dolan, the brother of Marianne Dolan Weber and Thomas C. Dolan, the brother-in-law of Brian G. Sweeney and the cousin of Paul J. Dolan. In light of his experience as Executive Chairman of the Company since March 2015 and Chief Executive Officer of the Company from 2017 to April 2020, his experience as Executive Chairman and Chief Executive Officer of MSG Entertainment since December 2022, his experience as Non-Executive Chairman of AMC Networks since September 2020, his experience as Executive Chairman and Chief Executive Officer of Sphere Entertainment since April 2020, his experience in various positions with Cablevision, including as its Chief Executive Officer, his experience in various positions with MSG Networks and its predecessors since 1999, including as Executive Chairman, as well as the knowledge and experience he has gained about the Company’s businesses and contributions he has made during his tenure as a director of the Company, MSG Entertainment, Sphere Entertainment, MSG Networks, AMC Networks and Cablevision, our Board has concluded that Mr. James L. Dolan should serve as a director of the Company. CHARLES F. DOLAN – Age 97 Other Public Company Directorships: AMC Networks Inc. (NASDAQ: AMCX), Madison Square Garden Entertainment Corp. (NYSE: MSGE), Sphere Entertainment Co. (NYSE: SPHR)

  34. Career Highlights

    Career Highlights Mr. Dolan has served as a director since 2011 and Chairman Emeritus of AMC Networks since September 2020. He served as Executive Chairman of AMC Networks from 2011 to September 2020 and Chairman of Cablevision from 1985 to 2016. He was Chief Executive Officer of Cablevision from 1985 to 1995. Mr. Dolan founded and acted as the General Partner of Cablevision’s predecessor from 1973 to 1985 and established Manhattan Cable Television in 1961 and Home Box Office in 1971. In addition to AMC Networks, Mr. Dolan has served as a director of MSG Entertainment since April 2023 and Sphere Entertainment since April 2020, and previously served as a director of MSG Networks from 2009 to 2021 and Cablevision from 1985 to 2016. Charles F. Dolan is the father of James L. Dolan, Marianne Dolan Weber and Thomas C. Dolan, the father-in-law of Brian G. Sweeney, the uncle of Paul J. Dolan and the grandfather of Charles P. Dolan, Quentin F. Dolan and Ryan T. Dolan.

  35. Key Skills & Experience

    Key Skills & Experience In light of Mr. Dolan’s experience in the cable television and cable programming industries, as well as his experience as founder of Cablevision, his previous service as Chairman and Chief Executive Officer of Cablevision and its predecessors, his service as Executive Chairman and Chairman Emeritus of AMC Networks, as well as the knowledge and experience he has gained about the Company’s business and contributions he has made during his tenure as a director of the Company, MSG Entertainment, Sphere Entertainment, MSG Networks, AMC Networks and Cablevision, our Board has concluded that Mr. Charles F. Dolan should serve as a director of the Company. CHARLES P. DOLAN – Age 36

  36. Class B Director since September 30, 2015

    Class B Director since September 30, 2015 Committee Membership: None Other Public Company Directorships: Madison Square Garden Entertainment Corp. (NYSE: MSGE), Sphere Entertainment Co. (NYSE: SPHR)

  37. Career Highlights

    Career Highlights Mr. Dolan has been an employee of Knickerbocker Group LLC, an entity owned by James L. Dolan, since 2010. Mr. Dolan has served as a director of MSG Entertainment since April 2023 and Sphere Entertainment since April 2020, and previously served as a director of MSG Networks from 2010 to 2015. He is a graduate of New York University and has significant familiarity with the business of the Company as a member of the third generation of Cablevision’s founding family. Charles P. Dolan is the son of James L. Dolan, the brother of Quentin F. Dolan and Ryan T. Dolan, the grandson of Charles F. Dolan, the nephew of Marianne Dolan Weber, Thomas C. Dolan and Brian G. Sweeney and the cousin of Paul J. Dolan. In light of his familiarity with the Company’s business, being a member of the third generation of Cablevision’s founding family, as well as the knowledge and experience he has gained about the Company’s business and the contributions he has made during his tenure as a director of the Company, MSG Entertainment, Sphere Entertainment and MSG Networks, our Board has concluded that Mr. Charles P. Dolan should serve as a director of the Company. MARIANNE DOLAN WEBER – Age 66 Other Public Company Directorships: AMC Networks Inc. (NASDAQ: AMCX), Madison Square Garden Entertainment Corp. (NYSE: MSGE), Sphere Entertainment Co. (NYSE: SPHR)

  38. Career Highlights

    Career Highlights Ms. Dolan Weber has been President of Heartfelt Wings Foundation since 2015 and a Member of the Board of Green Mountain Foundation Inc. since 2015. Ms. Dolan Weber currently serves as the manager of MLC Ventures LLC and served as Chairman of both the Dolan Family Foundation and the Dolan Children’s Foundation from 1999 to 2011 and Vice Chairman and Director of the Dolan Family Office, LLC from 1997 to 2011. Ms. Dolan Weber has served as a director of MSG Entertainment since April 2023, AMC Networks since June 2022 and Sphere Entertainment since April 2020. She previously served as a director of AMC Networks from 2011 to June 2021, Cablevision from 2005 to 2016 and MSG Networks from 2010 to 2014. Marianne Dolan Weber is the daughter of Charles F. Dolan, the sister of James L. Dolan and Thomas C. Dolan, the sister-in-law of Brian G. Sweeney, the aunt of Charles P. Dolan, Quentin F. Dolan and Ryan T. Dolan and the cousin of Paul J. Dolan.

  39. Key Skills & Experience

    Key Skills & Experience In light of her experience as a member of Cablevision’s founding family and as former Chairman of the Dolan Family Foundation and her experience as the former Vice Chairman of the Dolan Family Office, LLC, as well as the knowledge and experience she has gained about the Company’s business and contributions she has made during her tenure as a director of Cablevision, the Company, MSG Entertainment, Sphere Entertainment and AMC Networks, our Board has concluded that Ms. Dolan Weber should serve as a director of the Company. PAUL J. DOLAN – Age 65

  40. Class B Director since December 11, 2019

    Class B Director since December 11, 2019 Committee Membership: None Other Public Company Directorships: J.M. Smucker Company (NYSE: SJM), Madison Square Garden Entertainment Corp. (NYSE: MSGE), Sphere Entertainment Co. (NYSE: SPHR)

  41. Career Highlights

    Career Highlights Mr. Dolan has been the Chairman and Chief Executive Officer of the Cleveland Guardians Major League Baseball (“MLB”) team since 2010. Mr. Dolan was President of the Cleveland Indians from 2004 to 2010 and Vice President and General Counsel from 2000 to 2004. Mr. Dolan has served on multiple committees of the MLB and is currently on the MLB’s Long Range Planning Committee, Ownership Committee and Diversity and Inclusion Committee as well as the Executive Council. Mr. Dolan has been a director and member of the Executive Compensation Committee of the J.M. Smucker Company since 2006 and served as the Chair of the Executive Compensation Committee from 2017 to August 2022. Additionally, Mr. Dolan has served as a director of MSG Entertainment since April 2023, Sphere Entertainment since 2020 and Dix & Eaton, a privately-owned communications and public relations firm, since 2014. Mr. Dolan previously served as a director of MSG Networks from 2015 to 2021 and Cablevision from 2015 to 2016 and was Chairman and Chief Executive Officer of Fast Ball Sports Productions, a sports media company, from 2006 through 2012. Paul J. Dolan is the nephew of Charles F. Dolan, the cousin of James L. Dolan, Thomas C. Dolan, Marianne Dolan Weber, Charles P. Dolan, Quentin F. Dolan and Ryan T. Dolan and a cousin by marriage of Brian G. Sweeney. In light of his extensive business and management experience in the sports and media industries, his experience as a member of Cablevision’s founding family, the experience he has gained during his tenure as a director of MSG Entertainment, Sphere Entertainment, MSG Networks and of Cablevision, and his service on the board of another public company, our Board has concluded, that Mr. Paul J. Dolan should serve as a director of the Company. QUENTIN F. DOLAN – Age 29 Other Public Company Directorships: Madison Square Garden Entertainment Corp. (NYSE: MSGE), Sphere Entertainment Co. (NYSE: SPHR)

  42. Career Highlights

    Career Highlights Mr. Dolan has been Investment Director of the Company since May 2022. Mr. Dolan is a graduate of New York University and has held internship positions at Grubman Shire & Meiselas, P.C. and Azoff MSG Entertainment, LLC. Mr. Dolan has served as a director of MSG Entertainment since April 2023 and Sphere Entertainment since April 2020, and previously served as a director of MSG Networks from 2015 to June 2020. Quentin F. Dolan is the son of James L. Dolan, the brother of Charles P. Dolan and Ryan T. Dolan, the grandson of Charles F. Dolan, the nephew of Marianne Dolan Weber, Thomas C. Dolan and Brian G. Sweeney, and the cousin of Paul J. Dolan.

  43. Key Skills & Experience

    Key Skills & Experience In light of his familiarity with the Company’s business as a member of the third generation of Cablevision’s founding family, as well as the knowledge and experience he has gained and the contributions he has made during his tenure as a director of the Company, MSG Entertainment, Sphere Entertainment and MSG Networks, our Board has concluded, acting on the recommendation of the directors elected by holders of our Class B Common Stock, that Mr. Quentin F. Dolan should serve as a director of the Company. RYAN T. DOLAN – Age 34

  44. Class B Director since December 11, 2019

    Class B Director since December 11, 2019 Committee Membership: None Other Public Company Directorships: Madison Square Garden Entertainment Corp. (NYSE: MSGE), Sphere Entertainment Co. (NYSE: SPHR)

  45. Career Highlights

    Career Highlights Mr. Dolan has been Vice President, Interactive Experiences of MSG Ventures, a wholly-owned subsidiary of Sphere Entertainment, since June 2019, and previously served as Director, Interactive Experiences of the Company from 2016 to 2019. Mr. Dolan has served as a director of MSG Entertainment since April 2023 and Sphere Entertainment since April 2020. Mr. Dolan has played an integral role in the growth and development of MSG Ventures’ interactive gaming initiatives and has significant familiarity with the business of the Company as a member of the third generation of Cablevision’s founding family. Ryan T. Dolan is the son of James L. Dolan, the brother of Charles P. Dolan and Quentin F. Dolan, the grandson of Charles F. Dolan, the nephew of Marianne Dolan Weber, Thomas C. Dolan and Brian G. Sweeney and the cousin of Paul J. Dolan. In light of his familiarity with the Company’s business, being a member of the third generation of Cablevision’s founding family, as well as the knowledge and experience he has gained about the Company’s business and contributions he has made during his tenure as a director of the Company, MSG Entertainment and Sphere Entertainment, our Board has concluded that Mr. Ryan T. Dolan should serve as a director of the Company. THOMAS C. DOLAN – Age 71 Other Public Company Directorships: AMC Networks Inc. (NASDAQ: AMCX), Madison Square Garden Entertainment Corp. (NYSE: MSGE), Sphere Entertainment Co. (NYSE: SPHR)

  46. Career Highlights

    Career Highlights Mr. Dolan served as Executive Vice President — Strategy and Development, Office of the Chairman of Cablevision from 2008 to 2016. He was Chief Executive Officer of Rainbow Media Corp. from 2004 to 2005; Executive Vice President and Chief Information Officer of Cablevision from 2001 until 2005; Senior Vice President and Chief Information Officer of Cablevision from 1996 to 2001; Vice President and Chief Information Officer of Cablevision from 1994 to 1996; General Manager of Cablevision’s East End Long Island cable system from 1991 to 1994; and System Manager of Cablevision’s East End Long Island cable system from 1987 to 1991. Mr. Dolan has served as a director of MSG Entertainment since April 2023, Sphere Entertainment since April 2020 and AMC Networks since 2011, and previously served as a director of MSG Networks from 2010 to 2021 and Cablevision from 2007 to 2016. Thomas C. Dolan is the son of Charles F. Dolan, the brother of James L. Dolan and Marianne Dolan Weber, the brother-in-law of Brian G. Sweeney, the cousin of Paul J. Dolan and the uncle of Charles P. Dolan, Quentin F. Dolan and Ryan T. Dolan.

  47. Key Skills & Experience

    Key Skills & Experience In light of his experience as a member of Cablevision’s founding family and in various positions with Cablevision, as well as the knowledge and experience he has gained about the Company’s business and contributions he has made during his tenure as a director of the Company, MSG Entertainment, Sphere Entertainment, MSG Networks, AMC Networks and Cablevision, our Board has concluded that Mr. Thomas C. Dolan should serve as a director of the Company. JOSEPH M. COHEN – Age 76

  48. Class A Director since April 17, 2020

    Class A Director since April 17, 2020 Committee Membership: Compensation (Chair) Other Public Company Directorships: AMC Networks Inc. (NASDAQ: AMCX) Mr. Cohen has been Chairman and Chief Executive Officer of West Ridge Associates, a sports and media consulting firm, since 2013. West Ridge’s clients include Platinum Equities, a private equity firm, the Cleveland Guardians and Arizona Diamondbacks of Major League Baseball, and The Switch, a broadcast transmission facilities provider. Mr. Cohen has served as an independent consultant of The Switch since 2018 in various roles, including his current role as President of Sports, and previously served as President of Sports at The Switch (as an employee) from 2013 to 2018. He was Chief Executive Officer and Principal Owner of The Switch predecessor companies Hughes Television Network (1985-1989) and HTN Communications, LLC (2003-2013). Mr. Cohen served in various senior executive roles with Madison Square Garden while the business was part of Cablevision and was President of MSG Networks (1977-1985), when he was a member of the NBA and NHL television committees. He returned as Executive Vice President of MSG Media & Development (1995-2002). Mr. Cohen was Chairman of the Los Angeles Kings of the NHL (1993-1995), also serving on the NHL Board of Governors. He was President of Spectacor West and Chief Executive Officer of Spectacor Films (1991-1993), serving on the board of Allied Communications, Inc., an independent film distribution company. He was also co-founder and a director of USA Network (1977-1981). Mr. Cohen has served as a director of AMC Networks since June 2022 and previously served as a director of MSG Networks from 2020 to 2021. He also serves as a director of Joe Torre’s Safe At Home Foundation and Maccabi World Union. He serves as a director emeritus of the March of Dimes and trustee emeritus of the California Institute of the Arts. Recognition of Mr. Cohen includes the Sports Broadcasting Hall of Fame and the WWE Hall of Fame, the Sports Business Journal’s Champions Class of 2016, Ellis Island Medal of Honor and Billboard Magazine’s Facilities Manager of the Year (1974 and 1976). In light of Mr. Cohen’s long-term experience as a senior executive of other companies and his knowledge of the sports, entertainment and media industries, our Board has concluded that Mr. Cohen should be elected to serve as a director of the Company. ANDREW LUSTGARTEN – Age 46

  49. Class B Director since January 1, 2023

    Class B Director since January 1, 2023 Committee Membership: None Other Public Company Directorships: None Mr. Lustgarten served as Chief Executive Officer of the Company from 2020 to December 2022. As Chief Executive Officer of the Company, Mr. Lustgarten was responsible for setting the overall business strategy and overseeing the day-to-day operations for the Company’s sports franchises, featuring the Knicks and the Rangers. Mr. Lustgarten also led efforts to advance the Company’s business, including pursuing new initiatives to enhance these sports brands, as well as identifying opportunities for growth. Mr. Lustgarten also served as President of the Company from 2017 to September 2022 and prior to that served as Executive Vice President, Corporate Development and Strategy of the Company from 2014 to 2017. In his role as Executive Vice President, Corporate Development and Strategy, Mr. Lustgarten was responsible for developing both internal and external opportunities that advance the Company’s key growth initiatives, maintaining key industry and strategic alliances, and overseeing the Company’s involvement in new strategic transactions. Mr. Lustgarten also previously served as the President of Sphere Entertainment from November 2019 to March 2022. Prior to his employment with the Company, Mr. Lustgarten worked at the NBA, as Senior Vice President, Global Strategy and Senior Vice President, Business and Strategic Development, from 2012 to 2014, and as Special Assistant to the Commissioner from 2007 to 2012. Prior to joining the NBA in 2007, Mr. Lustgarten held various positions, including Vice President, Finance at Cablevision, and as a financial analyst in the Media and Entertainment Investment Banking Group of Bear Stearns & Co. Mr. Lustgarten serves as a director since 2001 and as Chairman since 2020 of the Lustgarten Foundation for Pancreatic Cancer Research, the nation’s largest private supporter of pancreatic cancer research. Mr. Lustgarten previously served as a director of Tao Group Hospitality from 2017 to May 2023, Boston Calling Events, LLC from 2016 to December 2022, Tribeca Enterprises LLC from 2017 to August 2019, and both the Garden of Dreams Foundation and Counter Logic Gaming from 2018 to December 2022. In light of Mr. Lustgarten’s experience as a former executive of the Company, his experience at other companies and the NBA and his knowledge of the sports industry, our Board has concluded, acting on the recommendation of the directors elected by holders of our Class B Common Stock, that Mr. Lustgarten should be elected to serve as a director of the Company. STEPHEN C. MILLS – Age 64

  50. Class B Director since April 17, 2020

    Class B Director since April 17, 2020 Committee Membership: None Other Public Company Directorships: Selective Insurance Group, Inc. (NASDAQ: SIGI)

  51. Career Highlights

    Career Highlights Mr. Mills served as President from 2017 to 2020 and Executive Vice President and General Manager from 2013 to 2017 of the New York Knicks, which is owned by the Company. Prior to joining the New York Knicks, he served as a Partner at Athletes & Entertainers Wealth Management Group, LLC from 2009 to 2013, the Chief Operating Officer and Sports Business President of MSG Networks from 2003 to 2009, and in various roles at the NBA from 1984 to 2000. Mr. Mills has served as a director of Selective Insurance Group, Inc. since September 2020 and as a Trustee of Ariel Investments since 2015. Mr. Mills previously served as a director of MSG Networks from 2020 to 2021. Mr. Mills has also served on the board of advisors for the Hospital for Special Surgery since 2011, as a director of Harlem Junior Tennis since 2017 and as a director of the Princeton University Varsity Club since 2010. He previously served as a trustee of USA Basketball from 1992 to 2000 and the Basketball Hall of Fame from 1992 to 2000. In light of Mr. Mills’ experience as a former executive of the Company, his experience at other companies and the NBA and his knowledge of the sports industry, our Board has concluded that Mr. Mills should be elected to serve as a director of the Company. RICHARD D. PARSONS – Age 75

  52. Class A Director since September 30, 2015

    Class A Director since September 30, 2015 Other Public Company Directorships: Lazard Ltd. (NYSE: LAZ), The Estée Lauder Companies Inc. (NYSE: EL)

  53. Career Highlights

    Career Highlights Mr. Parsons is a co-founder and partner of Imagination Capital LLC, a venture capital firm launched in November 2017. He is also co-founder and chairman of Equity Alliance, an investment fund that was founded in 2021. He was Senior Advisor for Providence Equity Partners LLC, a global private equity and investment firm, from 2009 until 2012. He previously served as the interim Chief Executive Officer of the Los Angeles Clippers from May 2014 to September 2014. Mr. Parsons was Chairman of Citigroup Inc. from 2009 to 2012 and was a director of Citigroup from 1996 until 2012. Prior to that, he was Chairman of the Board of Time Warner from 2003 to 2008; Chief Executive Officer of Time Warner from 2002 to 2007; Co-Chief Operating Officer of AOL Time Warner from 2001 to 2002; President of Time Warner from 1995 to 2000; Chairman and Chief Executive Officer of Dime Bancorp from 1990 to 1995; and President and Chief Operating Officer of Dime Bancorp from 1988 to 1990. He was a Partner of Patterson, Belknap, Webb & Tyler law firm from 1979 to 1988. Mr. Parsons has served as a director of The Estée Lauder Companies Inc. since 1999 and Lazard Ltd. since 2012. Mr. Parsons previously served as a director of Group Nine Acquisition Corp. from 2021 to 2022, MSG Networks from 2010 to May 2014 and again from September 2014 to 2015. In addition, Mr. Parsons served as Interim Chairman of the Board of Directors of CBS Corporation from September 25, 2018, to October 21, 2018. Mr. Parsons is Chairman Emeritus of the Apollo Theater Foundation and Chairman of the Jazz Foundation of America and is a director of the Commission on Presidential Debates. He has been a member of the Gerald R. Ford Presidential Foundation since 2011. In light of Mr. Parsons’ extensive skills and wide-ranging experience arising from his roles as legal counsel, executive officer and outside director and an independent Chairman of the Board of other public companies, in areas such as consumer business, professional sports, corporate governance, financial reporting, risk management, compensation and corporate affairs, in addition to the knowledge and experience he has gained about the Company’s business and the contributions he has made during his tenure as a director of the Company and a former director of MSG Networks, our Board has concluded that Mr. Parsons should serve as a director of the Company. NELSON PELTZ – Age 81

  54. Class A Director since September 30, 2015

    Class A Director since September 30, 2015 Other Public Company Directorships: Unilever PLC (NYSE: UL), The Wendy’s Company (NASDAQ: WEN)

  55. Career Highlights

    Career Highlights Mr. Peltz has served as the Chief Executive Officer and a founding partner of Trian Fund Management, L.P., a management company for various investment funds and accounts, since its formation in 2005. From 1993 until 2007, Mr. Peltz served as Chairman and Chief Executive Officer of The Wendy’s Company (formerly known as Triarc Companies, Inc.), which during that time period owned Arby’s Restaurant Group, Inc. and Snapple Beverage Group, as well as other consumer and industrial businesses. Mr. Peltz has served as The Wendy’s Company’s non-executive Chairman since 2007. In addition, Mr. Peltz has served as a director of Unilever PLC since July 2022. Mr. Peltz previously served as a director of Janus Henderson Group plc from February to November 2022, Invesco Ltd. from November 2020 to February 2022, The Procter & Gamble Company from March 2018 to October 2021, Sysco Corporation from 2015 to 2021, Legg Mason, Inc. from 2009 to 2014 and 2019 to July 2020, Mondelēz International, Inc. from 2014 to 2018, MSG Networks from 2014 to 2015, Ingersoll-Rand plc from 2012 to 2014 and H. J. Heinz Company from 2006 to 2013. Mr. Peltz was recognized by The National Association of Corporate Directors in 2010, 2011 and 2012 as among the most influential people in the global corporate governance arena. In light of Mr. Peltz’s more than 40 years of business and investment experience, including as the Chairman and Chief Executive Officer of public companies, his extensive experience working with management teams and boards of directors, and in acquiring, investing in and building companies and implementing operational improvements at the companies with which he has been involved, his strong operating experience and strategic planning skills and strong relationships with institutional investors, investment banking and capital markets advisors and others that can be drawn upon for the Company’s benefit, and the knowledge and experience he has gained about the Company’s business and the contributions he made during his tenure as a director of the Company and a former director of MSG Networks, our Board has concluded that Mr. Peltz should serve as a director of the Company. ALAN D. SCHWARTZ – Age 73 Committee Membership: None. Other Public Company Directorships: None

  56. Career Highlights

    Career Highlights Mr. Schwartz has been Executive Chairman of Guggenheim Partners, LLC, an investment advisory financial services firm, since 2009 and has previously served as consultant for Rothschild Inc. from 2008 to 2009, and various roles at The Bear Stearns Companies, Inc., including: Chief Executive Officer from January 2008 to March 2008; President and Co-Chief Operating Officer from 2007 to 2008; and Co-President from 2001 to 2007. Mr. Schwartz is currently a director of Marvin & Palmer Associates, Inc., an investment advisory firm, and previously served as a director of MSG Networks from 2010 to 2015 and AMC Networks from 2011 to 2016. He is a trustee of NYU Langone Health, a trustee emeritus of Duke University, a member of the boards of the Robin Hood Foundation, the Clinton Health Access Initiative and the National Medal of Honor Museum.

  57. Key Skills & Experience

    Key Skills & Experience In light of his experience as an investment banker, his experience as a senior executive of other businesses, his service as a director of other public companies and charitable institutions, as well as the knowledge and experience he has gained about the Company’s business and the contributions he has made during his tenure as a director of the Company, MSG Networks and AMC Networks, our Board has concluded that Mr. Schwartz should serve as a director of the Company. IVAN SEIDENBERG – Age 76

  58. Class A Director since April 17, 2020

    Class A Director since April 17, 2020 Committee Membership: Audit (Chair) Other Public Company Directorships: None

  59. Career Highlights

    Career Highlights Mr. Seidenberg served as Chief Executive Officer of Verizon Communications, Inc., a telecommunications provider, from 2002 to 2011. He also served as Chairman of the board of Verizon from 2004 to 2011. He previously served as Chairman and Chief Executive Officer of Bell Atlantic Corporation and NYNEX Corporation, Verizon’s predecessor companies, from 1995 to 2002. Mr. Seidenberg previously served as a director of Perella Weinberg Partners, an investment banking financial services firm, from June 2021 to April 2023, Blackrock Inc. from 2011 to May 2020 and Boston Properties Inc. from 2014 to 2016. In light of Mr. Seidenberg’s experience as an investment banker, a senior executive and director of other public companies, our Board has concluded that Mr. Seidenberg should be elected to serve as a director of the Company. BRIAN G. SWEENEY – Age 59 Other Public Company Directorships: AMC Networks Inc. (NASDAQ: AMCX), Madison Square Garden Entertainment Corp. (NYSE: MSGE), Sphere Entertainment Co. (NYSE: SPHR)

  60. Career Highlights

    Career Highlights Mr. Sweeney served as the President of Cablevision from 2014 and President and Chief Financial Officer of Cablevision from 2015 to 2016. Previously, Mr. Sweeney served in various other roles at Cablevision, including: Senior Executive Vice President, Strategy and Chief of Staff from 2013 to 2014; Senior Vice President — Strategic Software Solutions from 2012 to 2013; and Senior Vice President—eMedia from 2000 to 2012. Mr. Sweeney has served as a director of MSG Entertainment since April 2023, Sphere Entertainment since April 2020 and AMC Networks since 2011 and previously served as a director of MSG Networks from 2010 to 2021 and Cablevision from 2005 to 2016. Brian G. Sweeney is the son-in-law of Charles F. Dolan, the brother-in-law of James L. Dolan, Marianne Dolan Weber and Thomas C. Dolan, the uncle of Charles P. Dolan, Quentin F. Dolan and Ryan T. Dolan and the cousin by marriage of Paul J. Dolan.

  61. Key Skills & Experience

    Key Skills & Experience In light of his experience in various positions with Cablevision, as well as the knowledge and experience he has gained about the Company’s business and contributions he has made during his tenure as a director of the Company, MSG Entertainment, Sphere Entertainment, MSG Networks, AMC Networks, and Cablevision, our Board has concluded that Mr. Sweeney should serve as a director of the Company. VINCENT TESE – Age 80

  62. Class B Director since September 16, 2015

    Class B Director since September 16, 2015 Committee Membership: Audit, Compensation Other Public Company Directorships: AMC Networks Inc. (NASDAQ: AMCX), Claros Mortgage Trust (NYSE: CMTG) Sphere Entertainment Co. (NYSE: SPHR) Mr. Tese has served as a director of AMC Networks since 2016, Sphere Entertainment since April 2020 and Claros Mortgage Trust, a real estate investment trust, since November 2021. Mr. Tese served as Executive Chairman of FCB Financial Holdings, Inc. (formerly known as Bond Street Holdings, LLC), a bank holding company, from 2009 until January 2019 and Executive Chairman of its subsidiary Florida Community Bank from 2010 until January 2019. Mr. Tese served as New York State Superintendent of Banks from 1983 to 1985, Chairman and Chief Executive Officer of the New York State Urban Development Corporation from 1985 to 1987, Director of Economic Development for New York State from 1987 to 1994 and Commissioner and Vice Chairman of the Port Authority of New York and New Jersey from 1991 to 1995. Mr. Tese was the Commissioner of the Department of Economic Development and Chairman of both the Science and Technology Foundation and the Job Development Authority. Mr. Tese has also served as a director of New York Racing Association, Inc., and a trustee of New York Presbyterian Hospital since 1996 and New York University School of Law. Mr. Tese previously served as a director of Intercontinental Exchange, Inc. from 2004 to May 2022, Cablevision from 1996 to 2016, MSG Networks from 2010 to 2015, FCB Financial Holdings, Inc. from 2010 until January 2019 and Mack-Cali Realty Corporation from 1997 until June 2019. He also served as a director of Gabelli Asset Management, National Wireless Holdings, Inc., and The Bear Stearns Companies, Inc. from 1994 to 2008. In light of his experience as the Chief Executive Officer of the New York State Urban Development Corporation, his other government service, his experience as the executive chairman of private companies, his service as a director of other public companies, as well as the knowledge and experience he has gained about the Company’s business and the contributions he has made during his tenure as a director of the Company, Sphere Entertainment, MSG Networks, AMC Networks and Cablevision, our Board has concluded that Mr. Tese should serve as a director of the Company. ANTHONY J. VINCIQUERRA – Age 69

  63. Stockholder Engagement & Responsiveness

    Stockholder Engagement & Responsiveness During the 2023 fiscal year, we engaged with holders of nearly 60% of our Class A Common Stock concerning our Board, governance and executive compensation practices, with the specific goal of seeking stockholder feedback. The Compensation Committee has incorporated various aspects of stockholder feedback into our current pay practices over time, and we continue to make enhancements that we believe further align our compensation disclosures with our long-term strategy and interests of our stockholders. Such enhancements include the improvement of disclosures regarding the annual incentive program goal-setting process and the measurement of achievement against those goals, illustrating the alignment of the annual incentive payouts with the Company’s strategic objectives. In seeking to continue our efforts to align our compensation practices with long-term stockholder interests, the Committee seeks out and values opportunities to receive stockholder feedback. We look forward to continuing to receive such feedback to inform the regular, ongoing review of our compensation program.

  64. Elements of Compensation

    Elements of Compensation The Company compensates its NEOs through base salary, annual incentive awards, long-term incentive awards, perquisites and benefit programs. Our annual and long-term incentive programs provide performance-based incentives for our NEOs tied to key financial and strategic measures that generate long-term stockholder value and reward sustained achievement of the Company’s key financial goals. The Company considers revenues and AOI to be the key measures of its operating performance. As such, our Compensation Committee has reflected these performance measures in our annual incentive awards (in the case of AOI) and long-term incentive performance awards (in the case of both revenues and AOI), along with other specific strategic and operating measures. The Company’s long-term incentive program also includes restricted stock units whose value is tied to the performance of the market value of the Company’s Class A Common Stock. In order to further align compensation opportunities with the Company’s strategic vision and focus on growth, the Compensation Committee has also occasionally granted certain awards in the form of stock options, where appropriate, which support the goal of generating long-term stockholder value. The table below summarizes the elements of our compensation program as in effect for fiscal year 2023, and how each element supported the Company’s compensation objectives:

  65. Elements of Compensation

    | Component | | Performance Link | | Description | | Base Salary | Cash | • Fixed level of compensation determined primarily based on the role, job performance and experience • Intended to compensate NEOs for day-to-day services performed | | | | Annual Incentive | Cash | Financial (70%) | AOI (100%) | • Performance-based cash incentive opportunity • Designed to be based on the achievement of pre-determined financial and strategic performance measures approved by the Compensation Committee | | | | Strategic (30%) | Strategic Objectives | | | Long-Term Incentive | Performance Stock Units (50%) | Revenues (50%) | | • Financial performance targets are pre-determined by the Compensation Committee and reflect our long-term financial goals • Cliff-vest after three years to the extent that financial performance targets measured in the last year of the three-year period are achieved | | | | AOI (50%) | | | | | Restricted Stock Units (50%) | Stock Price Performance | | • Share-based award establishes direct alignment with our stock price performance and stockholder interests • Vest ratably over three years |

  66. 2023 Fiscal Year Annual Compensation Opportunities Mix

    | (1) Reflects the allocation of base salary, annual target bonus opportunity, and long-term incentive award target value as set forth in each current NEO’s employment agreement for the 2023 fiscal year and excludes awards that are not considered standard annual compensation for the 2023 fiscal year. For calculating the Average NEO Pay Mix and to best reflect the go-forward pay mix, includes Mr. Granville-Smith’s fiscal year 2024 target bonus opportunity and long-term incentive target value, as per the terms of his employment agreement with the Company, he was not eligible to participate in the Company’s fiscal year 2023 MPIP (as defined below) and long-term incentive program given his start date of June 15, 2023. |

  67. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Compensation Committee has authority under its charter to engage outside consultants to assist in the performance of its duties and responsibilities. Our Compensation Committee utilizes the services of ClearBridge Compensation Group LLC (the “independent compensation consultant”), an independent compensation consultant, to assist in determining whether the elements of our executive compensation program are reasonable and consistent with our objectives. The independent compensation consultant collaborates with independent legal counsel and reports directly to the Compensation Committee and, at the request of the Compensation Committee, the independent compensation consultant meets with members of management from time to time for the purpose of gathering information on management proposals and recommendations to be presented to the Compensation Committee. The services provided by the independent compensation consultant to the Compensation Committee during the fiscal year ended June 30, 2023 included:

  68. Role of the Independent Compensation Consultant

    | • | Attending all Compensation Committee meetings; |

  69. Role of the Independent Compensation Consultant

    | • | Providing information, research, and analysis pertaining to our executive compensation program for the 2023 fiscal year; |

  70. Role of the Independent Compensation Consultant

    | • | Regularly updating the Compensation Committee on market trends, changing practices and legislation pertaining to compensation; |

  71. Role of the Independent Compensation Consultant

    | • | Assisting the Compensation Committee in making pay determinations for the executive officers; |

  72. Role of the Independent Compensation Consultant

    | • | Assisting the Compensation Committee in making compensation decisions in connection with the entry into new employment agreements with the (i) President and Chief Operating Officer; and (ii) Executive Vice President, and the amendment and restatement of the existing employment agreement with the Executive Chairman; |

  73. Role of the Independent Compensation Consultant

    | • | Advising on the design of the executive compensation program and the reasonableness of individual compensation targets and awards; |

  74. Role of the Independent Compensation Consultant

    | • | Conducting a compensation risk assessment; and |

  75. Role of the Independent Compensation Consultant

    | • | Providing advice and recommendations that incorporated both market data and Company-specific factors. |

  76. Role of the Independent Compensation Consultant

    During the 2023 fiscal year, the independent compensation consultant provided no services to the Company other than those provided to the Compensation Committee. The Compensation Committee charter requires the Compensation Committee to consider the NYSE independence factors before receiving advice from an advisor, despite the fact that such independence rules are not applicable to controlled companies. For the fiscal year ended June 30, 2023, the Compensation Committee concluded that the independent compensation consultant satisfies the independence requirements of the NYSE rules. In addition, the Compensation Committee believes that the independent compensation consultant’s work did not raise any conflicts of interest during the fiscal year ended June 30, 2023. In reaching this conclusion, the Compensation Committee considered the same rules regarding advisor independence.

  77. Performance Objectives

    Performance Objectives As described below under “— Elements of Our Compensation Program,” performance-based incentive compensation is an important element of the Company’s executive compensation program. Generally, the Compensation Committee has historically based the performance objectives for the Company’s incentive compensation on revenues and AOI of the Company. The Company considers these performance objectives to be key measures of the Company’s operating performance. The Company defines AOI, which is a non-U.S. GAAP financial measure, as operating income (loss) excluding (i) depreciation, amortization and impairments of property and equipment, goodwill and other intangible assets, (ii) share-based compensation expense or benefit, (iii) restructuring charges or credits, (iv) gains or losses on sales or dispositions of businesses, (v) the impact of purchase accounting adjustments related to business acquisitions, and (vi) gains and losses related to the remeasurement of liabilities under the Company’s Executive Deferred Compensation Plan. Because it is based upon operating income (loss), AOI (loss) also excludes interest expense (including cash interest expense) and other non-operating income and expense items. The Company amended its definition of AOI during the 2023 fiscal year so that the impact of the non-cash portion of operating lease costs related to the Company’s Arena License Agreements with MSG Entertainment is no longer excluded. Because the performance objectives for the Company’s fiscal year 2023 annual incentive plan and 2021 Performance Stock Units (as defined below) were set prior to amending the AOI definition, such operating lease costs were still excluded for purposes of calculating the payouts of these awards. The performance measures used for purposes of annual incentives or long-term awards may contemplate certain potential future adjustments and exclusions.

  78. Determining Compensation Levels; Benchmarking

    Determining Compensation Levels; Benchmarking As part of the Compensation Committee’s review of total compensation for the fiscal year ended June 30, 2023, the independent compensation consultant assisted the Compensation Committee in: (1) determining if a peer group should be used for comparative purposes, (2) assessing executive compensation in light of internal and external considerations and (3) reviewing the Company’s equity and cash-based executive incentive programs, taking into account evolving market trends. The Compensation Committee, in consultation with the independent compensation consultant, considered broad market data (both industry-related and general industry data) and multiple broad-based compensation surveys in order to appropriately assess compensation levels. For the fiscal year ended June 30, 2023, the Compensation Committee, in consultation with the independent compensation consultant, determined not to utilize a peer group or target positioning in determining compensation given the limited number of comparable publicly-traded companies. In addition to the market data documented above, the Compensation Committee considered internal information (job responsibility, experience, parity among executive officers, contractual commitments, attraction and retention of talent and historical compensation) to determine compensation. ELEMENTS OF OUR COMPENSATION PROGRAM Our executive compensation philosophy is reflected in the principal elements of our executive compensation program, each of which is important to the Company’s goal of attracting, retaining, motivating and rewarding highly-qualified executive officers. The compensation program included the following key elements for the fiscal year ended June 30, 2023: base salary, annual cash incentives, long-term incentives, retirement, health and welfare and other benefits, which are generally provided to all other eligible employees, and additional executive officer benefits, including post-termination compensation under certain circumstances and certain perquisites, each as described below. A significant percentage of total direct compensation is allocated to incentive compensation in accordance with the Compensation Committee’s philosophy. The Compensation Committee reviews historical compensation, other information provided by the independent compensation consultant and other factors, such as experience, performance, length of service and contractual commitments, to determine the appropriate level and mix of compensation for executive officers. The allocation between cash and equity compensation and between short-term and long-term compensation is designed to provide a variety of fixed and at-risk compensation that is related to the achievement of the Company’s short-term and long-term objectives. Mr. Dolan is also employed by MSG Entertainment and Sphere Entertainment as each company’s Executive Chairman and Chief Executive Officer and receives separate compensation from each company with respect to such employment. The compensation program and philosophies discussed in this proxy statement reflect only compensation that is paid by the Company for services rendered to the Company, except as otherwise noted. While the Compensation Committee is aware that Mr. Dolan also receives compensation for services rendered to MSG Entertainment and Sphere Entertainment, its compensation decisions are based on its independent assessment and application of the compensation goals and objectives of the Company. For more information regarding the compensation of Mr. Dolan by MSG Entertainment and Sphere Entertainment, see MSG Entertainment’s and Sphere Entertainment’s 2023 Definitive Proxy Statements, respectively. Mr. Granville-Smith is employed by Sphere Entertainment and AMC Networks and receives separate compensation from each company with respect to such employment. The compensation program and philosophies discussed in this proxy statement reflect only compensation that is paid by the Company for services rendered to the Company, except as otherwise noted. While the Compensation Committee is aware that Mr. Granville-Smith also receives compensation for services rendered to Sphere Entertainment and AMC Networks, its compensation decisions are based on its independent assessment and application of the compensation goals and objectives of the Company. For more information regarding the compensation of Mr. Granville-Smith by Sphere Entertainment, see Sphere Entertainment’s 2023 Definitive Proxy Statements.

  79. Annual Cash Incentives

    Annual Cash Incentives Overview Annual cash incentives earned for performance in the 2023 fiscal year were determined by performance against goals under the Management Performance Incentive Plan (“MPIP”) for the purpose of determining the final annual incentive payouts. MPIP is an annual incentive plan under which eligible members of management, including the NEOs, were provided an opportunity to earn an annual cash award. The 2023 fiscal year MPIP was based on performance measures tied to an AOI target for the 2023 fiscal year as well as certain pre-determined strategic objectives. This annual incentive was designed to link executive compensation directly to the Company’s performance by providing incentives and rewards based upon business performance during the applicable fiscal year. MPIP awards to all eligible employees, including the NEOs, were conditioned upon the satisfaction of predetermined financial and strategic objectives. For fiscal year 2023, financial objectives were weighted at 70% and strategic objectives were weighted at 30% for all eligible employees (including our NEOs). MPIP results were calculated based on performance achievement against these predetermined goals, as discussed below. As discussed in “Performance Targets & Achievement Levels” below, as a result of the level of achievement of the adjusted financial and strategic objectives, the payout level of the annual cash incentives was calculated at 129.9% of the target level. Target Award Opportunities Each employee eligible for an annual incentive award was assigned a target award equal to a percentage of that employee’s base salary as of the conclusion of the applicable fiscal year. Target annual incentive opportunities were based upon the applicable employee’s position, grade level, responsibilities, and historical and expected future contributions to the Company. In addition, each employment agreement between the Company and each of the NEOs contains a minimum target annual incentive award level. See “Executive Compensation Tables — Employment Agreements” below. The Compensation Committee, in its sole discretion and subject to the terms of employment agreements, may revise target annual incentive award levels for the NEOs. Annual Incentive Payouts The below table summarizes each NEO’s target annual incentive opportunity and actual 2023 fiscal year annual incentive payouts, as determined by the Compensation Committee. The annual incentive payouts are described in more detail below.

  80. Annual Cash Incentives

    | Name | 2023 Fiscal Year Base Salary | Target Incentive (% of Base Salary) | 2023 Fiscal Year MPIP as a % of Target | Actual 2023 Fiscal Year Annual Incentive Award | | Current NEOs | | | | | | James L. Dolan | $1,250,000 | 200% | 129.9% | $3,247,500 | | David G. Hopkinson | $1,250,000 | 150% | 129.9% | $2,435,625 | | David Granville-Smith(1) | $800,000 | — | — | — | | Victoria M. Mink | $900,000 | 100% | 129.9% | $1,169,100 | | Jamaal T. Lesane | $650,000 | 100% | 129.9% | $844,350 | | Former Executive | | | | | | Andrew Lustgarten (2) | $1,000,000 | 200% | 129.9% | $1,299,000 |

  81. Annual Cash Incentives

    | (1) Pursuant to the terms of his employment agreement, Mr. Granville-Smith was not eligible for an annual cash inventive award for the fiscal year ended June 30, 2023, but was provided a one-time cash award in the amount of $925,000, which was intended to compensate him for forfeited compensation from his previous employer. Mr. Granville-Smith will be required to repay the full amount of this one-time cash award in the event of his resignation without “good reason” or termination for “cause” within one year following the commencement of his employment with the Company. Pursuant to his employment agreement, commencing with the 2024 fiscal year, Mr. Granville-Smith will be eligible to participate in the annual incentive program with an annual target bonus opportunity equal to not less than 100% of his base salary. |

  82. Annual Cash Incentives

    | (2) With respect to Mr. Lustgarten, this table reflects the prorated annual incentive award earned during the fiscal year ended June 30, 2023 for the period of July 1, 2022 through January 1, 2023. See “Executive Compensation Tables — Employment Agreements” for a description of the benefits paid to Mr. Lustgarten upon his separation from the Company. |

  83. Annual Cash Incentives

    Performance Targets & Achievement Levels Financial Component (70%): For the fiscal year ended June 30, 2023, the MPIP financial performance objectives included a rigorous AOI target, with potential payouts under this component ranging from 0-200% of target. The financial component of MPIP was determined based on the extent to which financial performance compared to the predetermined AOI target. The MPIP contemplated certain adjustments when evaluating the financial performance against the pre-determined objective. The measurement against the adjusted target for the 2023 fiscal year provided the following calculated result:

  84. Annual Cash Incentives

    | Financial Metrics (Weighting) | 2023 Fiscal Year Payout Results | | AOI (100%) | 129.8% of target |

  85. Annual Cash Incentives

    Based on the performance against the pre-determined AOI target, the calculated result of the financial component of the MPIP, giving effect to the payment provisions of the MPIP, was 129.8%. Strategic Component (30%): For the fiscal year ended June 30, 2023, the MPIP also included a performance component that measured achievement against relevant strategic goals. These goals, and associated milestones and tactics, are reviewed and approved by the Compensation Committee. Goal Setting Process: In the 2023 fiscal year, numerous specific goals that were aligned with the Company’s broad strategic initiatives were established for the Company. Discrete milestones and tactics were enumerated to measure year-end achievement. As part of this process, each goal (and its related tactics) was assigned a weight, and at the end of the fiscal year, the level of achievement of each goal and tactic was evaluated on a scale ranging from 0-200%. 2023 Fiscal Year Goals & Achievement: The strategic component for NEO payouts was calculated based on the extent to which goals were achieved or missed in the fiscal year. In the 2023 fiscal year, the Company’s strategic goals focused on a range of operational and strategic initiatives, including:

  86. Annual Cash Incentives

    | • | Optimizing ticket sales strategies and enhancing the in-arena fan experience; |

  87. Annual Cash Incentives

    | • | Deepening fan connections and elevating our brands; and |

  88. Annual Cash Incentives

    | • | Promoting efficiency and future growth. |

  89. Annual Cash Incentives

    The strategic component focused on numerous core strategies aimed at promoting the Company’s initiatives, which were supported by more than 40 individualized and measurable milestones and tactics. Successful achievement of milestones and tactics for fiscal year 2023 included:

  90. Annual Cash Incentives

    | • | Driving greater revenues and AOI by focusing on: (i) optimizing ticket sales strategies and (ii) enhancing the in-arena fan experience: |

  91. Annual Cash Incentives

    | ○ | Implemented new ticket sales strategies which led to higher customer engagement, increased season package sales and renewals, and higher individual and group sales, driving record-level ticket revenue in fiscal year 2023; and |

  92. Annual Cash Incentives

    | ○ | Continued to elevate and improve the in-arena fan experience through improved in-game entertainment and event production, which resulted in higher customer satisfaction survey scores. |

  93. Annual Cash Incentives

    | • | Creating long-term growth through initiatives aimed at deepening fan connections and elevating our brands, resulting in expanded revenues and AOI: |

  94. Annual Cash Incentives

    | ○ | Expanded monetizable digital content opportunities, while also growing fan bases and engagement: |

  95. Annual Cash Incentives

    | - | Launched new podcast with former Rangers goalie, Henrik Lundqvist; and |

  96. Annual Cash Incentives

    | - | Increased social media followers of the Knicks and the Rangers by a combined 1.7 million net new followers, resulting in a combined total of over 18 million followers as of the end of the fiscal year; |

  97. Annual Cash Incentives

    | ○ | Expanded premium hospitality spaces – in partnership with MSG Entertainment – including through the addition of two new event-level suite offerings for the start of the 2023-24 seasons; and |

  98. Annual Cash Incentives

    | ○ | Expanded our merchandise retail collaborations with premium lifestyle brands which contributed to a high-single-digit percentage increase in merchandise per-capita spending; and |

  99. Annual Cash Incentives

    | • | Driving long-term enterprise value through: (i) external strategic and financial opportunities and (ii) efficiency initiatives: |

  100. Annual Cash Incentives

    | ○ | Returned approximately $250 million to shareholders during the fiscal year through a special cash dividend of $7.00 per share and a $75 million accelerated share repurchase program; |

  101. Annual Cash Incentives

    | ○ | Completed the combination of Counter Logic Gaming (“CLG”) with NRG for a noncontrolling equity interest in the larger, combined CLG/NRG esports company; |

  102. Annual Cash Incentives

    | ○ | Completed strategic investments in Xtract One Technologies and Don’t Quit, forming partnerships with innovative companies in venue security and sports nutrition spaces; and |

  103. Annual Cash Incentives

    | ○ | Drove operating efficiencies through greater automation of internal systems. |

  104. Annual Cash Incentives

    Based on the performance against these predetermined goals, the Compensation Committee determined the payout result of the strategic component of the MPIP was achieved at 130.0% of target. Annual Cash Incentive Payout: As a result of level of achievement of the financial and strategic objectives, as discussed above, the payout level of the annual cash incentives was calculated at 129.9% of the target level for the 2023 fiscal year.

  105. Long-term Incentives

    Long-term Incentives Long-term incentives represent a substantial portion of our executive officers’ annual total direct compensation. For the fiscal year ended June 30, 2023, standard long-term incentives were comprised of performance stock units and restricted stock units. The Compensation Committee believes this equity mix:

  106. Long-term Incentives

    | • | Establishes strong alignment between executive officers and the interests of the Company’s stockholders; |

  107. Long-term Incentives

    | • | Provides meaningful incentive to drive actions that will improve the Company’s long-term stockholder value; and |

  108. Long-term Incentives

    | • | Supports the Company’s objectives of attracting and retaining the best executive officer talent. |

  109. Long-term Incentives

    The following table summarizes our 2023 fiscal year standard annual long-term incentive awards to our NEOs:

  110. Long-term Incentives

    | Element | Weighting | | Summary | | Performance Stock Units | 50% | ✓ | Performance is measured by revenues and AOI, which are equally weighted and considered key value drivers of our business | | | | ✓ | Financial performance targets are pre-determined by the Compensation Committee early in the three-year performance period to incentivize strong execution of our financial strategy and long-term financial goals | | | | ✓ | Cliff-vest after three years based on financial performance in the final year of the three-year period | | Restricted Stock Units | 50% | ✓ | Share-based award establishes direct alignment with our stock price performance and stockholder interests | | | | ✓ | Vest ratably over three years |

  111. Long-term Incentives

    Additional information regarding long-term incentive awards granted to NEOs during the 2023 fiscal year is set forth in the “Summary Compensation Table” and the “Grants of Plan-Based Awards” table under “Executive Compensation Tables” below. Performance Stock Units Performance stock units are intended to align our executive officers’ interests with those of our stockholders, with a focus on long-term financial results. Under our executive compensation program for the fiscal year ended June 30, 2023, performance stock units were granted to executive officers and certain other members of management pursuant to the 2015 Employee Stock Plan (the “Employee Stock Plan”). 2023 Fiscal Year Grants During the fiscal year ended June 30, 2023, the Compensation Committee approved the following awards of performance stock units to the NEOs, which are for the 2023-2025 fiscal year performance period:

  112. Long-term Incentives

    | Name | Performance Stock Units (at target) | Grant Date Fair Value(1) | | Current NEOs | | | | James L. Dolan | 19,125 | $3,056,558 | | David G. Hopkinson(2) | 6,997 | $1,187,510 | | David Granville-Smith(3) | — | — | | Victoria M. Mink | 3,732 | $596,448 | | Jamaal T. Lesane | 2,488 | $397,632 | | Former Executive | | | | Andrew Lustgarten | 12,439 | $1,988,001 |

  113. Long-term Incentives

    | (1) The grant date fair value listed above is calculated in accordance with Topic 718. The Company determines the number of performance stock units to grant by dividing the target grant value by the 20-trading day average ending on the day before the date of grant. |

  114. Long-term Incentives

    | (2) This amount includes 1,788 units ($355,007) granted in April 2023 to reflect the increased target long-term incentive opportunity (on a non-pro rata basis) as a result of Mr. Hopkinson’s promotion to President and Chief Operating Officer in accordance with his new employment agreement effective September 2022. |

  115. Long-term Incentives

    | (3) Pursuant to his employment agreement, Mr. Granville-Smith was not eligible for any grant of long-term incentive awards for the fiscal year ended June 30, 2023. |

  116. Long-term Incentives

    Standard performance stock units are structured to be settled upon the later of September 15th following a three-year period, and the date of certification of achievement against pre-determined performance goals measured in the final year of such three-year period. Target Setting For the 2023 fiscal year performance stock units granted for the 2023-2025 fiscal year period (the “2023 Performance Stock Units”), the Compensation Committee selected revenues and AOI as the two financial metrics to be measured in the final fiscal year of the three-year vesting period (i.e., performance is based on 2025 fiscal year financials). Goals were set at the beginning of the 2023 fiscal year based on the Company’s long- range strategic plan, which is subject to review by the Board in connection with its approval of the annual budget. The Company’s long-range strategic plan is confidential, and disclosure of those targets could provide information that could lead to competitive harm, and for this reason the performance stock unit financial performance targets are not disclosed; however, the Compensation Committee seeks to make target goals ambitious, requiring meaningful growth over the performance period, while threshold goals are expected to be achievable. The Company intends to disclose the revenues and AOI payout results as a percentage of target as well as the resulting payout for the 2023 Performance Stock Units as a percentage of target measured in the last year of the performance period.

  117. Long-term Incentives

    | Financial Metrics (Weighting) | Threshold Performance | Maximum Performance | | Revenues (50%) | 85% of target goal | 115% of target goal | | AOI (50%) | 75% of target goal | 125% of target goal |

  118. Long-term Incentives

    The performance stock unit payout opportunity ranges from 0 to 110% of target, based on performance and subject to continued employment and employment agreement and award agreement terms (as applicable). At the threshold performance level, the award would vest at 90% of the target performance stock units, and at or above the maximum performance level, the award would vest at 110% of the target performance stock units. If the Company exceeds threshold levels but does not achieve the targeted rates, or if the Company achieves or exceeds one target but not both, the award provides for partial payments. No performance stock units would vest if the Company fails to achieve both threshold levels of performance. Restricted Stock Units Restricted stock units serve to align executive officers’ interests with those of our stockholders and promote the retention of employees, including the NEOs. The Compensation Committee approved the following awards of restricted stock units to the NEOs during the fiscal year ended June 30, 2023 pursuant to the Company’s Employee Stock Plan:

  119. Long-term Incentives

    | Name | Restricted Stock Units | Grant Value(1) | | Current NEOs | | | | James L. Dolan | 19,125 | $3,056,558 | | David G. Hopkinson(2) | 6,997 | $1,187,510 | | David Granville-Smith(3) | — | — | | Victoria M. Mink | 3,732 | $596,448 | | Jamaal T. Lesane | 2,488 | $397,632 | | Former Executive | | | | Andrew Lustgarten | 12,439 | $1,988,001 |

  120. Long-term Incentives

    | (1) The grant date fair value listed above is calculated in accordance with Topic 718. The Company determines the number of restricted stock units to grant by dividing the target grant value by the 20-trading day average ending on the day before the date of grant. |

  121. Long-term Incentives

    | (2) This amount includes 1,788 units ($355,007) granted in April 2023 to reflect the increased target long-term incentive opportunity (on a non-pro rata basis) as a result of Mr. Hopkinson’s new employment agreement effective September 2022. |

  122. Long-term Incentives

    | (3) Pursuant to his employment agreement, Mr. Granville-Smith was not eligible for any grant of long-term incentive awards for the fiscal year ended June 30, 2023 and received a one-time special restricted stock unit award in June 2023 of 19,508 units ($3,490,371), which was intended to compensate him for forfeited compensation from his previously employer, and which is not included in the table above. |

  123. Long-term Incentives

    Standard restricted stock units vest ratably over three years on September 15th of each year following the year of grant, subject to continued employment and employment agreement and award agreement terms (as applicable).

  124. 2021 Fiscal Year Performance Stock Unit Awards

    2021 Fiscal Year Performance Stock Unit Awards The performance stock units granted to NEOs in the 2021 fiscal year (collectively, the “2021 Performance Stock Units”) were subject to revenues and AOI performance objectives, which were each weighted at 50% over a performance period of July 1, 2022 through June 30, 2023 (the third year of the three-year performance award). The target or level of achievement, where applicable, for each performance objective was adjusted in accordance with the terms of the awards, which adjustments were approved by the Compensation Committee at the time of grant. Giving effect to the required adjustments, in August 2023, the Compensation Committee certified the Company’s financial performance against previously determined revenues and AOI determined as a percentage of target performance at 102.8% and 110.0%, respectively, with a resulting payout for the 2021 Performance Stock Units calculated as 106.4% of target.

  125. Holding Requirements

    Holding Requirements Under our executive compensation program for the fiscal year ended June 30, 2023, standard annual restricted stock unit awards vest ratably over three years and standard annual performance stock unit awards cliff-vest after three years to the extent that pre-determined financial performance targets measured in the last year of the three-year period are achieved, in each case, so long as the recipient is continuously employed by the Company, MSG Entertainment or Sphere Entertainment until the applicable vesting date (and subject to the performance conditions described above and any applicable terms of the award agreements and their employment agreement). With respect to our non-employee directors, and as discussed above under “— Director Compensation,” compensation includes annual awards of restricted stock units. Pursuant to the award agreements, directors’ restricted stock units are settled in shares of Class A Common Stock (or, in the Compensation Committee’s discretion, cash) on the first business day following 90 days after the director incurs a separation from service (other than in the event of a director’s death, where the restricted stock units are settled immediately). One effect of the cliff and three-year ratable vesting (with respect to our NEOs and eligible employees) and the holding requirements (with respect to our non-employee directors) is to require each of our non-employee directors, NEOs and eligible employees to maintain significant holdings of Company securities at all times.

  126. Other

    Other From time to time certain employees, including the NEOs (and their guests), have access at no cost to tickets to Company events and events at The Garden (which is operated by MSG Entertainment), and may also purchase tickets to such events at face value. In addition, Mr. Hopkinson has access at no cost to tickets to events at venues operated by MSG Entertainment or Sphere Entertainment other than The Garden to the extent necessary for his role with respect to the sponsorship business. Attendance at such events is integrally and directly related to the performance of the employees’ duties, and, as such, we do not deem the receipt of such tickets to be perquisites. In addition, certain employees, including NEOs (and their guests), may have access at no cost to tickets to events at venues operated by MSG Entertainment or Sphere Entertainment other than The Garden, and may also purchase tickets to such events at face value. Tickets provided to employees, including the NEOs, are not available for resale. Our NEOs may also make incidental use from time to time of certain amenities made available through Company resources, such as medical and other health related services provided by the Company’s staff. POST-TERMINATION COMPENSATION We believe that post-termination benefits are integral to the Company’s ability to attract and retain qualified executive officers. Under certain circumstances, payments or other benefits may be provided to employees upon the termination of their employment with the Company. These may include payments or other benefits upon a termination by the Company without cause, termination by the employee for good reason, other voluntary termination by the employee, retirement, death, disability or termination following a change in control of the Company or following a going private transaction. With respect to the NEOs, the amounts and terms of such payments and other benefits (including the definition of “cause” and “good reason”) are governed by each NEO’s employment agreement and any applicable award agreements. Post-termination compensation is discussed in greater detail in “Executive Compensation Tables — Employment Agreements” and “— Termination and Severance” below.

  127. EXECUTIVE COMPENSATION TABLES

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards($) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | Current NEOs | | | | | | | | | | | James L. Dolan Executive Chairman | 2023 | 1,250,000 | — | 6,113,115 | — | 3,247,500 | 7,825 | 401,822 | 11,020,262 | | | 2022 | 1,413,462 | — | 6,047,654 | — | 3,779,000 | 4,648 | 513,517 | 11,758,281 | | | 2021 | 400,000 | — | 3,658,957 | — | 880,000 | 4,860 | 532,791 | 5,476,608 | | David G. Hopkinson(7) President and Chief Operating Officer | 2023 | 1,218,846 | — | 2,375,020 | — | 2,435,625 | — | 106,403 | 6,135,894 | | David Granville-Smith Executive Vice President(8) | 2023 | 21,538 | 925,000 | 3,490,371 | — | — | — | 166 | 4,437,075 | | Victoria M. Mink Executive Vice President, Chief Financial Officer and Treasurer | 2023 | 900,000 | — | 1,192,896 | — | 1,169,100 | — | 53,798 | 3,315,794 | | | 2022 | 848,077 | — | 1,137,438 | — | 1,360,440 | — | 39,539 | 3,385,494 | | | 2021 | 800,000 | — | 1,118,196 | — | 880,000 | — | 30,266 | 2,828,462 | | Jamaal T. Lesane(89) Executive Vice President and General Counsel | 2023 | 632,692 | — | 795,264 | — | 844,350 | — | 40,400 | 2,312,706 | | | 2022 | 413,654 | — | 380,627 | — | 623,535 | — | 23,130 | 1,442,106 | | Former Executive | | | | | | | | | | | Andrew Lustgarten (6) President and Chief Executive Officer | 2023 | 519,231 | — | 3,976,002 | — | 1,299,000 | — | 6,234,159 | 12,028,392 | | | 2022 | 948,077 | — | 3,947,892 | — | 3,023,200 | — | 361,799 | 8,280,968 | | | 2021 | 900,000 | — | 3,353,936 | — | 1,980,000 | — | 286,013 | 6,519,949 |

  128. Quantification of Termination and Severance

    | Year | Summary Compensation Table Total ($) (1) | | Compensation Actually Paid ($) (2) | | Average Summary Compen- sation Table Total for Non-PEO NEOs ($) (3) | Average Compen- sation Actually Paid for Non- PEO NEOs ($) (4) | Value of Initial Fixed $100 Investment Based on: | | (GAAP) Net Income ($000s) (7) | Company Selected Performance Measure | | | PEO 1 (Lust- garten) | PEO 2 (Dolan) | PEO 1 (Lust- garten) | PEO 2 (Dolan) | | | Total Share- holder Return ($) (5) | Peer Group Total Share- holder Return ($) (6) | | Adjusted Operating Income ($000s) (8) | | 2023 | 12,028,392 | 11,020,262 | 12,879,468 | 14,505,755 | 4,050,367 | 4,559,706 | 134.02 | 144.03 | 45,628 | 115,045 | | 2022 | 8,280,968 | — | 7,609,256 | — | 5,052,269 | 4,716,445 | 102.80 | 121.64 | 48,880 | 142,211 | | 2021 | 6,519,949 | — | 8,013,656 | — | 3,211,373 | (927,368) | 117.48 | 230.15 | (15,897) | (12,530) |

  129. Quantification of Termination and Severance

    | (2) The dollar amounts reported for Messrs. Dolan and Lustgarten under “Compensation Actually Paid” represent the amount of CAP to Messrs. Dolan and Lustgarten, as computed in accordance with Item 402(v) of Regulation S-K. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments |

  130. Quantification of Termination and Severance

    | (4) The dollar amounts reported under “Average Compensation Actually Paid for non-PEO NEOs” represent the average amount of CAP to the NEOs as a group (excluding Mr. Dolan for 2023 and Mr. Lustgarten for all of the years), as computed in accordance with Item 402(v) of Regulation S-K. In accordance with the |

  131. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table While we utilize several performance measures to align executive compensation with performance, all of those measures are not presented in the Pay versus Performance Table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with CAP for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following graphic descriptions of the relationships between information presented in the Pay versus Performance Table. PAY RATIO We are providing the following information about the relationship of the median annual total compensation of our employees and the total compensation of Mr. James Dolan, our Executive Chairman and PEO as of June 30, 2023, pursuant to the SEC’s pay ratio disclosure rules set forth in Item 402(u) of Regulation S-K (“Item 402(u)”). The pay ratio is calculated in a manner consistent with the SEC’s pay ratio disclosure rules. To identify our median employee, we first determined our employee population as of June 30, 2023, which consisted of employees located in the U.S. and internationally, representing all full-time, part-time, seasonal and temporary employees employed by the Company on that date. Using information from our payroll records, we then measured each employee’s annual total compensation, consisting of base salary, overtime payments, short and long-term incentives, and sales incentives. For non-U.S. employees paid in local currency, the total annual compensation was translated to U.S. dollars using published exchange rates as of June 30, 2023, and total compensation for full-time employees who were employed for less than the full fiscal year (i.e., full-time employees who were hired during the course of the 2023 fiscal year) was annualized. The Company did not otherwise make any adjustments under Item 402(u). Once we identified the median employee, we then determined that employee’s total compensation, including any perquisites and other benefits, in the same manner that we determined the total compensation of our NEOs for purposes of the Summary Compensation Table above. Given the nature of our business, more than half of our employee population consists of part-time, seasonal and temporary employees. These employees, by the nature of their limited hours worked during the year, have relatively low total compensation when compared to full-time employees. Item 402(u) does not permit annualized or full-time equivalent adjustments to the compensation of these individuals when identifying our median employee or calculating the pay ratio. Using these guidelines, for the 2023 fiscal year our PEO’s annualized total compensation of $11,020,262 and the median-compensated employee, a full-time Knicks City Dancer had an annual total compensation of $77,567. The resulting ratio was 142:1. Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio provided above may not be comparable to the pay ratio reported by other companies, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratio.