DEF 14A of Madison Square Garden Entertainment Corp., Oct 26, 2023

DEF 14A of Madison Square Garden Entertainment Corp.

Filed Oct 26, 2023 · FY20230001193125-23-264095

Open on EDGAR

  1. NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS

    | Outstanding Equity Awards at June 30, 2023 | 66 | | Option Exercises and Stock Vested | 68 | | Retirement and Deferred Compensation Plans | 68 | | Nonqualified Deferred Compensation | 69 | | Employment Agreements | 69 | | Termination and Severance | 74 | | Equity Compensation Plan Information | 81 | | Pay Versus Performance | 82 | | Proposal 3 — Approval of the Company’s 2023 Employee Stock Plan | 87 | | Proposal 4 — Proposal to Approve the Company’s 2023 Stock Plan for Non-Employee Directors | 93 | | New Plan Benefits Table | 97 | | Proposal 5 — Non-Binding Advisory Vote On Named Executive Officer Compensation | 98 | | Proposal 6 — Non-Binding Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Officer Compensation | 99 | | Our Executive Officers | 100 | | Transactions with Related Parties | 102 | | Relationship Between Us, Sphere Entertainment, MSG Sports and AMC Networks | 102 | | Aircraft Arrangements | 110 | | Dolan Family Arrangements | 111 | | Certain Relationships and Potential Conflicts of Interest | 112 | | Related Party Transaction Approval Policy | 113 | | Delinquent Section 16(a) Reports | 114 | | Stock Ownership Table | 115 | | Other Matters | 126 | | Stockholder Proposals for 2024 Annual Meeting | 126 | | Advance Notice of Proxy Holders and Qualified Representatives | 126 | | 2023 Form 10-K | 127 | | Annex A — Reconciliation of Non-GAAP FINANCIAL MEASURES | A-1 | | Annex B — 2023 Employee Stock Plan | B-1 | | Annex C — 2023 Stock Plan for Non-Employee Directors | C-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, which 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 the 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.msgentertainment.com under Investors — Governance — Corporate Governance. A copy may be obtained by writing to Madison Square Garden Entertainment 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. Sphere Entertainment, prior to the Distribution, had a history of active stockholder engagement, which is a practice that we are committed to continuing as a new standalone public company. We look forward to furthering this dialogue, including with respect to the ongoing review of our compensation programs. BOARD LEADERSHIP STRUCTURE Our Board has the flexibility to determine whether the roles of Executive Chairman and Chief Executive Officer should be separated or combined. The Board makes this decision based on its evaluation of the circumstances and the Company’s specific needs. The Board believes 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 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 venue security and oversight over 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 venue security 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 Entertainment 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 MSGE Integrity Hotline, which is operated by a third-party service provider, at 1-877-756-4306 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.msgentertainment.com under Investors — Governance — Corporate Governance. In addition, a copy may be obtained by writing to Madison Square Garden Entertainment 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 have elected to comply with the NYSE requirement for an independent compensation committee. 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.

  11. BOARD AND GOVERNANCE PRACTICES

    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 our Class A stockholders the right to elect at least 25% of our Board. Assuming all of the director nominees are elected at the 2023 annual meeting, our actual Class A director representation will be 25% of the Board, consistent with the requirement in our Certificate of Incorporation, and independent director representation will also be 25%. Our Board believes that the Company and its stockholders will benefit from the perspectives and the collective deep business expertise of the independent director nominees. We welcome their combined insights as we continue to pursue our strategies to create long-term shareholder value. 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: Martin Bandier, Donna M. Coleman and Frederic V. Salerno. In reaching its determination, the Board considered the following:

  12. BOARD AND GOVERNANCE PRACTICES

    | • | Mr. Bandier served as a director of Sphere Entertainment from April 2020 to the Distribution Date. The Board determined that this relationship is not material and that Mr. Bandier is independent within the meaning of the rules of the NYSE and the SEC. |

  13. BOARD AND GOVERNANCE PRACTICES

    | • | Ms. Coleman served as the Interim Chief Financial Officer of AMC Networks Inc. (“AMC Networks”) (a company that is also controlled by the Dolan family) from October 2020 to January 2021, as Executive Vice President and Chief Financial Officer of MSG |

  14. BOARD AND GOVERNANCE PRACTICES

    | Sports (a company that is also controlled by the Dolan family) from October 2015 to December 2019, as the Interim Chief Financial Officer of MSG Networks Inc. (“MSG Networks”) (a company that is also controlled by the Dolan family as a subsidiary of Sphere Entertainment) from May 2015 until September 2015, and in various executive and non-executive positions at Cablevision Systems Corporation (“Cablevision”) (a company that was previously controlled by the Dolan family) from 2000 to 2014. The Board determined that these relationships are not material and that Ms. Coleman is independent within the meaning of the rules of the NYSE and the SEC. |

  15. BOARD AND GOVERNANCE PRACTICES

    | • | Mr. Salerno served as a director of Sphere Entertainment from April 2020 to the Distribution Date and MSG Sports from December 2019 to April 2020. The Board determined that these relationships are not material and that Mr. Salerno 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 |

  18. BOARD AND GOVERNANCE PRACTICES

    | of the independent Class A Directors then in office. |

  19. 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. |

  20. 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:

  21. 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; |

  22. BOARD AND GOVERNANCE PRACTICES

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

  23. BOARD AND GOVERNANCE PRACTICES

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

  24. 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. |

  25. 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 one time following the Distribution during the fiscal year ended June 30, 2023. Each of our 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 during 2023. 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. The 2023 annual meeting is the Company’s first annual meeting of stockholders as a publicly traded company. COMMITTEES Our Board has two standing committees comprised solely of independent directors: the Audit Committee and the Compensation Committee.

  26. 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 employees of the Company receive no compensation for service as directors and are therefore not identified in the table below.

  27. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($) | | Charles F. Dolan | 14,629 | 116,253 | 130,882 | | Charles P. Dolan | 14,629 | 116,253 | 130,882 | | Marianne Dolan Weber | 14,629 | 116,253 | 130,882 | | Paul J. Dolan | 14,629 | 116,253 | 130,882 | | Quentin F. Dolan | 14,629 | 116,253 | 130,882 | | Ryan T. Dolan | 14,629 | 116,253 | 130,882 | | Thomas C. Dolan | 14,629 | 116,253 | 130,882 | | Martin Bandier | 20,481 | 116,253 | 136,734 | | Donna M. Coleman | 22,431 | 116,253 | 138,684 | | Frederic V. Salerno | 22,431 | 116,253 | 138,684 | | Brian G. Sweeney | 14,629 | 116,253 | 130,882 |

  28. Director Compensation Table

    | (1) These amounts represent Board retainer fees earned from the Distribution Date through June 30, 2023. The amounts reported do not include any reasonable out-of-pocket expenses incurred while attending meetings for which the Company reimburses each non-employee director. |

  29. Director Compensation Table

    | (2) This column reflects the grant date fair market value of 3,313 restricted stock units granted on May 31, 2023 to each non-employee director. Such grant date fair market value was calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 (“Topic 718”). The assumptions used by the Company in calculating these amounts are set forth in Note 14 to our financial statements included in our 2023 Form 10-K. Given the timing of the Distribution, the restricted stock unit grants were pro-rated to cover service from the Distribution Date to the 2023 annual meeting. The values reflected in this column differ from the pro-rated value of $106,667 because the value calculated under Topic 718 differs from the 20-trading day average used to determine the number of units granted to directors. |

  30. Director Compensation Table

    | (3) For each current non-employee director, the aggregate number of restricted stock units held as of June 30, 2023 is as follows: Charles F. Dolan, 3,313 units; Charles P. Dolan, 3,313 units; Marianne Dolan Weber, 3,313 units; Paul J. Dolan, 3,313 units; Quentin F. Dolan, 3,313 units; Ryan T. Dolan, 3,313 units; Thomas C. Dolan, 3,313 units; Martin Bandier, 3,313 units; Donna M. Coleman, 3,313 units; Frederic V. Salerno, 3,313 units; and Brian G. Sweeney, 3,313 units. |

  31. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS Our Board has nominated 12 candidates for election to the Board at this year’s annual meeting. Of the 12 director nominees, three are to be elected by the holders of our Class A Common Stock and nine are to be elected by the holders of our Class B Common Stock. All 12 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 our 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 December 20, 2022

    Class B Director since December 20, 2022 Other Public Company Directorships: AMC Networks Inc. (NASDAQ: AMCX), Madison Square Garden Sports Corp. (NYSE: MSGS), Sphere Entertainment Co. (NYSE: SPHR)

  33. Career Highlights

    Career Highlights Mr. Dolan has served as a director, the Executive Chairman and Chief Executive Officer of the Company since December 2022. Mr. Dolan has also served as a director and the Executive Chairman and Chief Executive Officer of Sphere Entertainment since 2019, as a director and the Executive Chairman of MSG Sports since 2015. 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 the Executive Chairman of MSG Networks from 2009 to 2021, the Chief Executive Officer of MSG Sports from 2017 to April 2020, and the Chief Executive Officer of Cablevision from 1995 to 2016. He was 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 and Chief Executive Officer of the Company, Executive Chairman and Chief Executive Officer of Sphere Entertainment and Executive Chairman and former Chief Executive Officer of MSG Sports, as well as experience in various positions with Cablevision, including as its Chief Executive Officer, and 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, Sphere Entertainment, MSG Sports, MSG Networks, AMC Networks and Cablevision, our Board has concluded that 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 Sports Corp. (NYSE: MSGS), Sphere Entertainment Co. (NYSE: SPHR)

  34. Career Highlights

    Career Highlights Mr. Dolan has served as a director and Chairman Emeritus of AMC Networks since 2011 and 2020, respectively. 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 Sphere Entertainment since 2020 and MSG Sports since 2015, 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, Sphere Entertainment, MSG Sports, MSG Networks, AMC Networks and Cablevision, our Board has concluded that Charles F. Dolan should serve as a director of the Company. MARTIN BANDIER – Age 82

  36. Class A Director since April 20, 2023

    Class A Director since April 20, 2023 Committee Membership: Audit, Compensation Other Public Company Directorships: None

  37. Career Highlights

    Career Highlights Mr. Bandier has served as the President and Chief Executive Officer of Bandier Ventures LP, a music publishing and recorded music acquisition company, since 2019. Mr. Bandier previously served as a director of Sphere Entertainment from 2020 to April 2023. Mr. Bandier previously served as Chairman and Chief Executive Officer of Sony/ATV Music Publishing, a music publishing company, from 2007 to 2019, Chairman and Chief Executive Officer of EMI Music Publishing Worldwide, a music publishing company, from 1991 to 2006 and Vice Chairman from 1989 to 1991. Mr. Bandier has served as a director of the Songwriters Hall of Fame since 1975 and as a trustee of Syracuse University since 2006 and is a 1994 Arents Award winner. In 2006, Mr. Bandier founded The Bandier Program for Music and Entertainment Industries, a music and entertainment industry degree program, at Syracuse University that has become a leading music business program. Mr. Bandier previously served as a director and Vice President of the National Music Publishers’ Association from 1992 to 2019, as a director of the American Society of Composers, Authors, and Publishers (ASCAP) from 2007 to 2018 and as a trustee of the T.J. Martell Foundation from 1993 to 1998. His civic and industry commitments also include extensive involvement with the City of Hope. In light of his more than 30 years in the entertainment industry, including his leadership roles in music publishing companies and recognition with many industry awards including numerous Publisher of the Year awards from ASCAP and BMI, the GRAMMY’s President’s Merit Award in 2015 and the Visionary Leadership Award from the Songwriter’s Hall of Fame in 2019, our Board has concluded that Martin Bandier should serve as a director of the Company. DONNA M. COLEMAN – Age 67 Committee Membership: Audit, Compensation (Chair) Other Public Company Directorships: None

  38. Career Highlights

    Career Highlights Ms. Coleman was the Interim Chief Financial Officer of AMC Networks from October 2020 to January 2021. Previously, Ms. Coleman was Executive Vice President and Chief Financial Officer of MSG Sports from October 2015 to December 2019, the Interim Chief Financial Officer of MSG Networks from May 2015 until September 2015, and Executive Vice President, Corporate Financial Planning and Control of Cablevision 2012 to 2014. Prior to that, she was Senior Vice President, Corporate Financial Planning and Control of Cablevision from 2011 to 2012 and Senior Vice President, Planning and Operations of Cablevision from 2000 to 2011. Ms. Coleman served as a director of the Garden of Dreams Foundation from 2016 to 2019 and as a Director of Tribeca Enterprises LLC from 2015 to 2019.

  39. Key Skills & Experience

    Key Skills & Experience In light of Ms. Coleman’s long-term experience as a senior executive of AMC Networks, MSG Sports, MSG Networks and Cablevision and her knowledge of the entertainment industry, the Board has concluded that Donna M. Coleman should serve as a director of the Company. CHARLES P. DOLAN – Age 36

  40. Class B Director since April 20, 2023

    Class B Director since April 20, 2023 Committee Membership: None Other Public Company Directorships: Madison Square Garden Sports Corp. (NYSE: MSGS), Sphere Entertainment Co. (NYSE: SPHR)

  41. Career Highlights

    Career Highlights Mr. Dolan has been an employee of Knickerbocker Group LLC since 2010. Mr. Dolan has served as a director of Sphere Entertainment since 2020 and MSG Sports since 2015, 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. Mr. 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 and the contributions he has made during his tenure as a director of the Company, Sphere Entertainment, MSG Sports and MSG Networks, our Board has concluded that 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 Sports Corp. (NYSE: MSGS), Sphere Entertainment Co. (NYSE: SPHR)

  42. Career Highlights

    Career Highlights Ms. Dolan Weber has been President of Heartfelt Wings Foundation Inc. 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 AMC Networks since June 2022, Sphere Entertainment since 2020 and MSG Sports since 2016. 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 cousin of Paul J. Dolan and the aunt of Charles P. Dolan, Quentin F. Dolan and Ryan T. Dolan.

  43. 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 the Company, Sphere Entertainment, MSG Sports, MSG Networks, AMC Networks and Cablevision, our Board has concluded that Marianne Dolan Weber should serve as a director of the Company. PAUL J. DOLAN – Age 65

  44. Class B Director since April 20, 2023

    Class B Director since April 20, 2023 Committee Membership: None Other Public Company Directorships: J.M. Smucker Company (NYSE: SJM), Madison Square Garden Sports Corp. (NYSE: MSGS), Sphere Entertainment Co. (NYSE: SPHR)

  45. 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 Guardians 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 serving on the MLB’s Long Range Planning Committee, Ownership Committee and Diversity and Inclusion Committee as well as serving on 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 Sphere Entertainment since 2020, MSG Sports since 2019 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. Mr. Dolan 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 the 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 the Company, Sphere Entertainment, MSG Sports, MSG Networks and of Cablevision, and his service on the board of other public and private companies, our Board has concluded that Paul J. Dolan should serve as a director of the Company. QUENTIN F. DOLAN – Age 29 Other Public Company Directorships: Madison Square Garden Sports Corp. (NYSE: MSGS), Sphere Entertainment Co. (NYSE: SPHR)

  46. Career Highlights

    Career Highlights Mr. Dolan has been Investment Director of MSG Sports since 2022 and has served as a director of Sphere Entertainment since 2020 and MSG Sports since 2021. Mr. Dolan is a graduate of New York University. Mr. Dolan previously served as a director of MSG Networks from 2015 to June 2020 and has held internship positions at Grubman Shire & Meiselas, P.C. and Azoff MSG Entertainment, LLC. 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.

  47. 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, Sphere Entertainment, MSG Sports and MSG Networks, our Board has concluded that Quentin F. Dolan should serve as a director of the Company. RYAN T. DOLAN – Age 34

  48. Class B Director since April 20, 2023

    Class B Director since April 20, 2023 Committee Membership: None Other Public Company Directorships: Madison Square Garden Sports Corp. (NYSE: MSGS), Sphere Entertainment Co. (NYSE: SPHR)

  49. Career Highlights

    Career Highlights Mr. Dolan has served as Vice President, Interactive Experiences of MSG Ventures, a wholly-owned subsidiary of Sphere Entertainment, since June 2019, and previously served as its Director, Interactive Experiences from 2016 to June 2019. 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. Mr. Dolan has served as a director of Sphere Entertainment since 2020 and MSG Sports since 2019. Mr. 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 and the contributions made during his tenure as a director of the Company, Sphere Entertainment and MSG Sports, our Board has concluded that Ryan T. Dolan should serve as director of the Company. THOMAS C. DOLAN – Age 71 Other Public Company Directorships: AMC Networks Inc. (NASDAQ: AMCX), Madison Square Garden Sports Corp. (NYSE: MSGS), Sphere Entertainment Co. (NYSE: SPHR)

  50. 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; and previously served in various roles at Cablevision, including: Executive Vice President and Chief Information Officer from 2001 until 2005, Senior Vice President and Chief Information Officer from 1996 to 2001, Vice President and Chief Information Officer 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 Sphere Entertainment since 2020, MSG Sports since 2015 and AMC Networks since 2011, and previously served as a director of MSG Networks from 2010 to 2021 and Cablevision from 2007 to 2016. Mr. 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.

  51. 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, Sphere Entertainment, MSG Sports, MSG Networks, AMC Networks and Cablevision, our Board has concluded that Thomas C. Dolan should serve as a director of the Company. FREDERIC V. SALERNO – Age 80

  52. Class A Director since April 3, 2023

    Class A Director since April 3, 2023 Committee Membership: Audit (Chair), Compensation Other Public Company Directorships: Associated Capital Group, Inc. (NYSE: AC)

  53. Career Highlights

    Career Highlights Mr. Salerno has served as a director of Associated Capital Group, Inc., an alternative investment management business, since 2017. Mr. Salerno previously served as a director of Intercontinental Exchange, Inc., which owns and operates exchanges for financial and commodity markets, from 2002 to May 2022, and Lead Independent Director from 2008 to May 2022, and as a director of Akamai Technologies, Inc., a provider of web-based technology services, from 2002 to 2021, Chairman of the Board from 2018 to 2021 and Lead Independent Director from 2013 to 2018. Mr. Salerno also served as Vice Chairman and Chief Financial Officer of Verizon Communications, Inc., a provider of communications services, from 1991 to 2002, and in various other senior management positions with Verizon and its predecessors prior to that time. Mr. Salerno previously served as a director of Sphere Entertainment from 2020 to April 2023, MSG Sports from 2019 to 2020, National Fuel Gas Company from 2008 to 2013, CBS Corporation from 2007 to 2016, Viacom, Inc. from 1996 to 2017 and FCB Financial Holdings, Inc. from 2010 to 2019. In light of Mr. Salerno’s experience as a senior executive and director of other public companies and his knowledge of the media and entertainment industry, our Board has concluded that Frederic V. Salerno should serve as a director of the Company. BRIAN G. SWEENEY – Age 59 Other Public Company Directorships: AMC Networks Inc. (NASDAQ: AMCX), Madison Square Garden Sports Corp. (NYSE: MSGS), Sphere Entertainment Co. (NYSE: SPHR)

  54. 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 January 2000 to 2012. Mr. Sweeney has served as a director of Sphere Entertainment since 2020, MSG Sports since 2015 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, Thomas C. Dolan, the cousin by marriage of Paul J. Dolan and the uncle of Charles P. Dolan, Quentin F. Dolan and Ryan T. Dolan. 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, Sphere Entertainment MSG Sports, MSG Networks, AMC Networks, and Cablevision, our Board has concluded that Brian G. Sweeney should serve as a director of the Company.

  55. Elements of Fiscal Year 2023 Compensation & Performance Objectives

    Elements of Fiscal Year 2023 Compensation & Performance Objectives 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 drive long-term stockholder value and reward sustained achievement of the Company’s key financial goals. The Company considers Total Company Net Revenue and AOI to be key measures of its operating performance. As such, our Compensation Committee, and the Sphere Compensation Committee prior to the Distribution, have reflected these performance measures in our annual incentive awards and long-term incentive performance equity awards, along with other specific strategic and operating measures. The Company’s long-term incentive program also includes restricted stock, the value of which is tied to the performance of the market value of the Company’s Class A Common Stock. The table below summarizes the elements of our compensation program in effect for the 2023 fiscal year and how each element correlates with the Company’s compensation and performance objectives.

  56. Elements of Fiscal Year 2023 Compensation & Performance Objectives

    | 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 (50%)(1) | Total Company Net Revenue (30%) | • Performance-based cash incentive opportunity • Designed to be based on the achievement of pre-determined financial and strategic performance measures approved by the Sphere Compensation Committee | | | | | Total Company AOI (70%) | | | | | Strategic (50%) | Strategic Objectives | | | Long-Term Incentive | Performance Stock Units (50%) | Total Company Net Revenue (50%) | | • Financial performance targets were pre-determined by the Sphere Compensation Committee to incentivize strong execution of our strategy and long-term financial goals and were amended by the Compensation Committee following the Distribution as described herein • Cliff-vest after three years to the extent that financial performance targets measured in the last year of the three-year period are achieved | | | | Business Unit 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 |

  57. Elements of Fiscal Year 2023 Compensation & Performance Objectives

    | (1) As a result of the Distribution, and as discussed in greater detail below, financial performance for the annual incentive awards was evaluated based on the combined financial performance of the Company and Sphere Entertainment, as reflected in the “Consolidated Total Company Net Revenue” and “Consolidated Total Company AOI” financial measures. |

  58. 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 NEO’s employment agreement for the 2023 fiscal year. |

  59. 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 to the Compensation Committee 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. With respect to compensation matters for the fiscal year ended June 30, 2023, the services provided by the independent compensation consultant to the Compensation Committee (or, to the extent such services were provided prior to the Distribution, to the Sphere Compensation Committee) included:

  60. Role of the Independent Compensation Consultant

    | • | Attending all Compensation Committee meetings; |

  61. Role of the Independent Compensation Consultant

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

  62. Role of the Independent Compensation Consultant

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

  63. Role of the Independent Compensation Consultant

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

  64. Role of the Independent Compensation Consultant

    | • | Assisting the Compensation Committee in connection with the entry into new employment agreements with the Executive Chairman and Chief Executive Officer and Executive Vice President and Treasurer and the assignment of existing NEO employment agreements from Sphere Entertainment to the Company; |

  65. Role of the Independent Compensation Consultant

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

  66. Role of the Independent Compensation Consultant

    | • | Conducting a compensation risk assessment; |

  67. Role of the Independent Compensation Consultant

    | • | Advising on compensation matters in connection with the Distribution and the ratification by the Compensation Committee |

  68. Role of the Independent Compensation Consultant

    | of such matters during the Post-Distribution Period; |

  69. Role of the Independent Compensation Consultant

    | • | Providing advice and recommendations that incorporate both market data and Company-specific factors; and |

  70. Role of the Independent Compensation Consultant

    | • | Assisting the Compensation Committee in connection with its review of non-employee director compensation. |

  71. 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.

  72. Determining Compensation Levels; Benchmarking

    Determining Compensation Levels; Benchmarking As part of the Sphere Compensation Committee’s review of total compensation opportunities for the fiscal year ended June 30, 2023 conducted in August 2022 (during the Pre-Distribution Period), the independent compensation consultant assisted the Sphere 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 Sphere 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 Sphere 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 listed above, the Sphere Compensation Committee and 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 during the Pre-Distribution Period and the Post-Distribution Period, respectively. 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. For the fiscal year ended June 30, 2023, the Sphere Compensation Committee conducted this review during the Pre-Distribution Period. 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 Sphere Entertainment as Executive Chairman and Chief Executive Officer and by MSG Sports as Executive Chairman and receives separate compensation from Sphere Entertainment and MSG Sports with respect to such employment. While the Compensation Committee is aware that Mr. Dolan also receives compensation for services rendered to Sphere Entertainment and MSG Sports, the Compensation Committee’s own compensation decisions are based on its independent assessment and application of the compensation goals and objectives of the Company. 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. For more information regarding the compensation of Mr. Dolan by Sphere Entertainment and MSG Sports, see Sphere Entertainment’s and MSG Sports’ 2023 Definitive Proxy Statements, respectively.

  73. Annual Cash Incentives

    Annual Cash Incentives Overview Annual cash incentives earned for performance in the 2023 fiscal year were determined by performance against goals established by the Sphere Compensation Committee prior to the Distribution under the Management Performance Incentive Plan (“MPIP”). Under the MPIP, eligible members of management were provided an opportunity to earn an annual cash award. The size of the bonus pool was based on performance measures tied to Sphere Entertainment’s total company net revenues and total company AOI targets for the 2023 fiscal year as well as certain pre-determined strategic objectives. As a result of the Distribution, the financial performance for the fiscal year ended June 30, 2023 was evaluated based on the financial performance of Sphere Entertainment during the Pre-Distribution Period plus the combined financial performance of the Company and Sphere Entertainment for the Post-Distribution Period (the “consolidated financial performance”). 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 were conditioned upon the satisfaction of predetermined financial and strategic objectives. For the 2023 fiscal year, the Company applied a business unit-specific weighting system, with the weighting between financial and strategic objectives for each business unit depending on the specific challenges and desired focus of that function. Prior to the Distribution, Sphere Entertainment had 14 business units, including Corporate, MSG Networks, Productions, Live, Marketing Partnerships, Venue Operations, MSG Ventures and MSG Studios, with a varied range of strategic weightings determined by the Sphere Compensation Committee, depending on the particular business unit. The financial and strategic objectives for the Corporate business unit (including our NEOs) were each weighted 50% to reflect Sphere Entertainment’s long-term goals for transformative strategic growth and development, including the development of Sphere. MPIP results were calculated based on performance achievement against these predetermined goals, as discussed below, for our Corporate business unit. As discussed in “Performance Targets & Achievement Levels” below, as a result of the level of achievement of the adjusted Corporate financial and strategic objectives of Sphere Entertainment and the Company, the payout level of the annual cash incentives was calculated at 153.2% 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. For the fiscal years beginning after June 30, 2023, the Compensation Committee intends to review the target annual incentive award levels of the NEOs at least annually, subject to the minimum target annual incentive award level set forth in each employment agreement between the Company and each of the NEOs. See “Executive Compensation Tables — Employment Agreements” below. 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. For the 2023 fiscal year, Sphere Entertainment will reimburse the Company for a portion of Messrs. Byrnes’, Haughton’s and D’Ambrosio’s and Ms. Zeppetella’s annual incentive awards relating to performance in the Pre-Distribution Period. The annual incentive payouts are described in more detail below.

  74. Annual Cash Incentives

    | Name | 2023 Fiscal Year Base Salary | Target Incentive (% of Base Salary) | Actual 2023 Fiscal Year MPIP as a % of Target | Actual 2023 Fiscal Year Annual Incentive Award(1) | | James L. Dolan | $1,000,000 | 200% | 153.2% | $3,064,000 | | David F. Byrnes | $800,000 | 100% | 153.2% | $1,225,600 | | Jamal H. Haughton | $1,100,000 | 100% | 153.2% | $1,685,200 | | Philip G. D’Ambrosio | $750,000 | 75% | 153.2% | $861,750 | | Courtney M. Zeppetella | $550,000 | 50% | 153.2% | $421,300 |

  75. Annual Cash Incentives

    | (1) With respect to Messrs. Byrnes, Haughton and D’Ambrosio and Ms. Zeppetella, these amounts include the portion of the Company’s annual incentive award for which Sphere Entertainment will reimburse the Company pursuant to the Employee Matters Agreement (as defined below) (50%). |

  76. Annual Cash Incentives

    Performance Targets & Achievement Levels Financial Component (50%): For the fiscal year ended June 30, 2023, the MPIP financial performance objectives included rigorous total company net revenues (weighted 30% of the financial component) and total company AOI (weighted 70% of the financial component) targets, with potential payouts under this component ranging from 0-200% of target. As a result of the Distribution, the total company financial performance for the fiscal year ended June 30, 2023 was evaluated based on consolidated financial performance. The financial component of the MPIP was determined after assessing the consolidated financial performance against the predetermined targets. The MPIP provides for pre-approved adjustments when evaluating the financial performance against the pre-determined objectives. The measurement against the adjusted targets for the 2023 fiscal year provided the following calculated results:

  77. Annual Cash Incentives

    | Financial Metrics (Weighting) | 2023 Fiscal Year Payout Results | | Consolidated Total Company Net Revenues (30%) | 116.4% of target | | Consolidated Total Company AOI (70%) | 189.7% of target |

  78. Annual Cash Incentives

    Based on the performance against these pre-determined financial performance objectives, the calculated result of the financial component of the MPIP, giving effect to the payment provisions of the MPIP, was 167.7%. Strategic Component (50%): For the fiscal year ended June 30, 2023, the MPIP also included a performance component that measured achievement against relevant strategic goals, milestones and tactics specified each fiscal year. These goals, milestones and tactics are reviewed and approved by the Compensation Committee at the beginning of each year. For the fiscal year ended June 30, 2023, the strategic goals were approved by the Sphere Compensation Committee during the Pre-Distribution Period and as a result of the Distribution, the strategic performance of the 2023 fiscal year was evaluated by the Compensation Committee based on the achievement of consolidated strategic goals across both the Company and Sphere Entertainment. Goal Setting Process: Prior to the Distribution, numerous specific goals that are aligned with the Company’s broad strategic initiatives were established for each business unit. Discrete milestones and tactics were enumerated to measure year-end achievement of these goals. As part of this process, each goal (and its related tactics) was assigned a weight, and at the end of the fiscal year, each goal and tactic’s level of achievement was evaluated and assigned a rating of 0-200%. Taking into account the weighted rating of each goal and underlying milestones and tactics, these ratings were then used to derive the overall strategic score for each business unit. 2023 Fiscal Year Corporate Goals & Achievement: The strategic component for NEO payouts was calculated based on the extent to which Corporate-specific goals, milestones and tactics were achieved in the fiscal year. In the 2023 fiscal year, the Corporate business unit’s strategic component focused on numerous core strategies aimed at establishing structures and policies to drive value through:

  79. Annual Cash Incentives

    | • | Corporate transactions, key business initiatives and special projects; |

  80. Annual Cash Incentives

    | • | The Sphere initiative; and |

  81. Annual Cash Incentives

    | • | Successful office hybridization. |

  82. Annual Cash Incentives

    As noted above, goals were set by the Sphere Compensation Committee at the beginning of the fiscal year and prior to the Distribution, and therefore include achievements related to Sphere Entertainment’s business for the period before and after the Distribution, as well as achievements related to the Company’s business post-Distribution. Corporate business unit goals were supported by more than 55 individual measurable milestones and tactics. Successful achievement of milestones and tactics under the Corporate-specific goals for fiscal year 2023 included:

  83. Annual Cash Incentives

    | • | Driving value through corporate transactions, key business initiatives and special projects: |

  84. Annual Cash Incentives

    | o | Completed the Distribution in April 2023, with Sphere Entertainment retaining a one third stake in the Company; |

  85. Annual Cash Incentives

    | o | Completed secondary offering of $205 million, or 6.9 million shares of the Company’s Class A common stock by Sphere Entertainment as selling stockholder, with approximately 10.1 million shares of the Company’s Class A common stock still held by Sphere Entertainment as of June 30, 2023; |

  86. Annual Cash Incentives

    | o | Made significant progress in the process of obtaining a new special operating permit for The Garden, including obtaining significant commitments of support from political and other community stakeholders; |

  87. Annual Cash Incentives

    | o | Completed the sale of Tao Group Hospitality in a transaction that valued the business at $550 million and resulted in approximately $290 million of net proceeds to Sphere Entertainment; and |

  88. Annual Cash Incentives

    | o | Successfully entered into a $275 million five-year term loan to support Sphere Entertainment’s growth plans with Sphere in Las Vegas; |

  89. Annual Cash Incentives

    | • | Supporting development of Sphere in Las Vegas: |

  90. Annual Cash Incentives

    | o | Supported all aspects of construction of Sphere in Las Vegas, which resulted in the completion of primary construction of the venue in June 2023, and which opened at the end of September 2023; |

  91. Annual Cash Incentives

    | o | Supported all aspects of original content creation for Sphere, which – in fiscal year 2023 – culminated with the announcement of and ticket on-sale for Postcard from Earth, the Company’s first original immersive production for Sphere, which debuted publicly on October 6, 2023; |

  92. Annual Cash Incentives

    | o | Supported all aspects of technology and production development for Sphere, which resulted in the launch of Sphere Studios in June 2023, Sphere Entertainment’s immersive content studio dedicated to creating multisensory live entertainment experiences exclusively for Sphere; and |

  93. Annual Cash Incentives

    | o | Determined the optimal venue staffing structure and hiring strategy for Sphere, resulting in the successful hiring of thousands of venue-level positions; and |

  94. Annual Cash Incentives

    | • | Establishing structures, policies and programs to facilitate the transition of employees into a hybrid and remote work environment: |

  95. Annual Cash Incentives

    | o | Implemented hybrid and remote work |

  96. Annual Cash Incentives

    | strategies for a majority of the Company’s employee base; |

  97. Annual Cash Incentives

    | o | Provided employees with technology and equipment which enabled a productive shift to remote and hybrid work environments; and |

  98. Annual Cash Incentives

    | o | Provided educational tools for goal setting and a new performance management program to measure and maintain productivity standards. |

  99. Annual Cash Incentives

    Based on the performance against these predetermined Corporate goals, the Compensation Committee determined the payout result of the strategic component of the MPIP for the Corporate function was achieved at 138.8% of target. Annual Cash Incentive Payout: As a result of level of achievement of the Corporate financial and strategic objectives, as discussed above, the payout level of the annual cash incentives was calculated at 153.2% of the target level for the 2023 fiscal year.

  100. 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 during the Pre-Distribution Period, the Sphere Compensation Committee awarded annual long-term incentives comprised of performance stock units and restricted stock units. The Sphere Compensation Committee and the Compensation Committee each believes this equity mix:

  101. Long-term Incentives

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

  102. Long-term Incentives

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

  103. Long-term Incentives

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

  104. Long-term Incentives

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

  105. Long-term Incentives

    | Element | Weighting | | Summary | | Restricted Stock Units | 50% | ✓ | Share-based award establishes direct alignment with our stock price performance and stockholder interests | | | | ✓ | Vest ratably over three years | | Performance Stock Units | 50% | ✓ | Performance is measured by Total Company Net Revenue and Business Unit AOI, which are equally weighted and considered key value drivers of our business | | | | ✓ | Financial performance targets were pre-determined by the Sphere Compensation Committee early in the three-year performance period to incentivize strong execution of our strategy and long-term financial goals and were amended by the Compensation Committee following the Distribution as described herein | | | | ✓ | Cliff-vest after three years to the extent that financial performance targets measured in the final year of the three-year period are achieved |

  106. 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. 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 Sphere Compensation Committee approved awards of SPHR restricted stock units to the NEOs during the Pre-Distribution Period for the fiscal year ended June 30, 2023 pursuant to its 2020 Employee Stock Plan. For more information on the grants of SPHR restricted stock units made during the Pre-Distribution Period, see Sphere Entertainment’s 2023 Definitive Proxy Statement. In connection with the Distribution, for every restricted stock unit of Sphere Entertainment that was held on April 14, 2023 (the “Distribution Record Date”), one restricted stock unit of the Company was issued with the same vesting terms. The one-for-one distribution ratio is consistent with treatment of Sphere Entertainment stockholders’ SPHR Class A or Class B common stock held on the Distribution Record Date. In connection with the Distribution, eligible NEOs received the following restricted stock units of the Company pursuant to our 2023 Employee Stock Plan (the “Employee Stock Plan”) in respect of SPHR awards granted in August 2022, in addition to certain mid-year grants in May 2023 (as described below):

  107. Long-term Incentives

    | Name | Restricted Stock Units | Grant Date Fair Value(1) | | James L. Dolan | 98,750 | $3,003,886 | | David F. Byrnes | 13,990 | $425,563 | | Jamal H. Haughton | 10,698 | $325,424 | | Philip G. D’Ambrosio(2) | 9,007 | $277,614 | | Courtney M. Zeppetella | 4,115 | $125,175 |

  108. Long-term Incentives

    | (1) Sphere Entertainment initially determined the number of SPHR restricted stock units to grant to each eligible NEO by dividing the target grant value by the 20-trading day average SPHR stock price ending on the day before the date of grant. The grant date fair value shown in the table for the Company restricted stock units issued in respect of outstanding SPHR restricted stock units reflects the Company’s pro rata portion of the grant date fair value of the original SPHR award granted in August 2022, calculated in accordance with Topic 718, based on the stock price of the Company’s and SPHR’s Class A Common Stock on the Distribution Date. |

  109. Long-term Incentives

    | (2) In addition to Company restricted stock units issued in respect of outstanding SPHR restricted stock units issued as standard grants during the 2023 fiscal year, this amount includes 777 units ($27,265) granted in May 2023 to reflect, on a pro rata basis, a new long-term incentive opportunity in connection with Mr. D’Ambrosio’s promotion to Executive Vice President and Treasurer in accordance with his new employment agreement effective April 2023. |

  110. 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 terms (as applicable). Mid-year grants in respect of an out-of-cycle promotion, increase in compensation or new-hire typically vest on the same timeframe as standard restricted stock units granted that fiscal year. 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 Sphere Entertainment’s 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 its 2020 Employee Stock Plan. In connection with the Distribution, for every performance stock unit of Sphere Entertainment that was held on the Distribution Record Date, one performance stock unit of the Company was issued with the same vesting period pursuant to the Employee Stock Plan. The one-for-one distribution ratio is consistent with treatment of Sphere Entertainment stockholders’ SPHR Class A or Class B common stock held on the Distribution Record Date. 2023 Fiscal Year Grants During the Pre-Distribution Period, the Sphere Compensation Committee approved awards of performance stock units to the NEOs for the 2023-2025 fiscal year period. For more information on the grants made by Sphere Entertainment during the Pre-Distribution Period, see Sphere Entertainment’s 2023 Definitive Proxy Statement. In connection with the Distribution, the NEOs received the following performance stock units of the Company in respect of SPHR awards granted in August 2022 for the 2023-2025 fiscal year period, in addition to certain mid-year grants granted in May 2023 (as described below):

  111. Long-term Incentives

    | Name | Performance Stock Units (at target) | Grant Date Fair Value(1) | | James L. Dolan | 98,750 | $3,003,886 | | David F. Byrnes | 13,990 | $425,563 | | Jamal H. Haughton | 10,698 | $325,424 | | Philip G. D’Ambrosio(2) | 9,007 | $277,614 | | Courtney M. Zeppetella | 4,115 | $125,175 |

  112. Long-term Incentives

    | (1) Sphere Entertainment initially determined the number of SPHR performance stock units to grant to each eligible NEO by dividing the target grant value by the 20-trading day average SPHR stock price ending on the day before the date of grant. The grant date fair value shown in the table for the Company performance stock units issued in respect of outstanding SPHR performance stock units reflects the Company’s pro rata portion of the grant date fair value of the original SPHR award granted in August 2022, calculated in accordance with Topic 718, based on the stock price of the Company’s and SPHR’s Class A Common Stock on the Distribution Date. |

  113. Long-term Incentives

    | (2) In addition to Company performance stock units issued in respect of outstanding SPHR performance stock units issued as standard grants during the 2023 fiscal year, this amount includes 777 units ($27,265) granted in May 2023 to reflect, on a pro rata basis, a new long-term incentive opportunity in connection with Mr. D’Ambrosio’s promotion to Executive Vice President and Treasurer in accordance with his new employment agreement effective April 2023. |

  114. 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. Mid-year grants in respect of an out-of-cycle promotion, increase in compensation or new-hire typically settle on the same timeframe as standard performance stock units granted that fiscal year. Target Setting For the 2023 fiscal year SPHR performance stock units granted in August 2022 for the 2023-2025 fiscal year period, the Sphere Compensation Committee established certain financial metrics to be measured in the final fiscal year of the vesting period. In September 2023, the performance stock units of the Company issued in respect of the SPHR awards and performance stock units of the Company granted in May 2023 as mid-year grants were amended by the Compensation Committee to reflect goals specific to the Company following the Distribution. The original performance goals of total company net revenues and business unit AOI were established at the time of grant by the Sphere Compensation Committee and were based on Sphere Entertainment’s then-existing long-range plan. The long-range plan represented the combined businesses, including the Sphere and MSG Networks businesses that are not part of the Company following the Distribution. Our Compensation Committee selected Total Company Net Revenue and Business Unit AOI as the two financial metrics for the amended performance goals, which reflect the Company’s current long-range plan adopted in June 2023 following the Distribution, which is subject to review by the Board. The Company’s long-range 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 Total Company Net Revenue and Business Unit AOI payout results as a percentage of target as well as the resulting payout for the 2023 fiscal year performance stock units as a percentage of target measured in the last year of the three-year vesting period (i.e., performance is based on 2025 fiscal year performance). While the Compensation Committee is aware that the NEOs also hold SPHR performance stock units for services rendered to Sphere Entertainment, its own compensation decisions are based on its independent assessment and application of the compensation goals and objectives of the Company (other than in the case of the fiscal year 2023 annual incentive awards and the Company 2021 fiscal year performance stock units (as defined below), which are based on consolidated financial performance). For more information on the metrics established for the SPHR awards, see Sphere Entertainment’s 2023 Definitive Proxy Statement.

  115. Long-term Incentives

    | Financial Metrics (Weighting) | Threshold Performance | Maximum Performance | | Total Company Net Revenue (50%) | 85% of target goal | 115% of target goal | | Business Unit AOI (50%) | 75% of target goal | 125% of target goal |

  116. 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 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. 2021 Fiscal Year Performance Stock Unit Awards The SPHR performance stock units granted by Sphere Entertainment during the 2021 fiscal year (the “SPHR 2021 fiscal year performance stock units”) were subject to Sphere Entertainment’s total company net revenues and business unit AOI performance objectives, weighted at 50% each, measured over a July 1, 2022 through June 30, 2023 performance period (the third year of the three-year performance award). The performance stock units of the Company that were issued at the time of the Distribution in respect of such SPHR 2021 fiscal year performance stock units (the “Company 2021 fiscal year performance stock units”) are subject to the same performance objectives. In connection with the Distribution, achievement of the performance objectives for both the SPHR 2021 fiscal year performance stock units and the Company 2021 fiscal year performance stock units is evaluated based on consolidated financial performance. The level of achievement for each performance objective was adjusted in accordance with the terms of the awards. Based on the consolidated financial performance evaluated against the predetermined Sphere Entertainment objectives, the total company net revenues and business unit AOI performance results as a percentage of target performance were calculated at 102.0% and 98.7%, respectively, with a resulting calculated payout for the Company 2021 fiscal year performance stock units of 100.4% of target. The Company 2021 fiscal year performance stock units were settled in September 2023. For more information on the SPHR 2021 fiscal year performance stock units, see Sphere Entertainment’s 2023 Definitive Proxy Statement.

  117. Holding Requirements

    Holding Requirements Under our executive compensation program for the fiscal year ended June 30, 2023, annual restricted stock unit awards vest ratably over three years and 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, Sphere Entertainment or MSG Sports 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-management 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-management directors) is to require each of our non-management directors, NEOs and eligible employees to maintain significant holdings of Company securities at all times. BENEFITS Benefits offered to executive officers generally provide for retirement income and serve as a safety net against hardships that can arise from illness, disability or death. The executive officers are generally eligible to participate in the same health and welfare benefit plans made available to the other benefits-eligible employees of the Company, including, for example, medical, dental, vision, life insurance and disability coverage.

  118. Other

    Other From time to time certain employees, including the NEOs (and their guests), will receive access to tickets to events at the Company’s and Sphere Entertainment’s venues at no cost, and may also purchase tickets at face value. Attendance at such events is integrally and directly related to the performance of their duties, and, as such, we do not deem the receipt of such tickets to be perquisites. 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. AWARDS ISSUED IN CONNECTION WITH THE DISTRIBUTION

  119. Stock Options

    Stock Options In connection with the Distribution, for every stock option of Sphere Entertainment held on the Distribution Record Date, one stock option of the Company was issued with the same vesting period pursuant to the Employee Stock Plan. The one-for-one distribution ratio is consistent with treatment of Sphere Entertainment stockholders’ SPHR Class A or Class B common stock held on the Distribution Record Date. The existing exercise price was allocated between the existing SPHR stock options and the new Company stock options based upon the volume-weighted average prices of our Class A Common Stock and SPHR Class A common stock over the ten trading days immediately following the Distribution as reported by Bloomberg Business, and the underlying share count took into account the one-for-one distribution ratio. The terms of each employee’s applicable SPHR option award agreement are substantially similar to the terms of the Company’s award agreement, which governs our options. On the Distribution Record Date, our only NEO that held SPHR stock options was Mr. Dolan.

  120. Restricted Stock Units and Performance Stock Units

    Restricted Stock Units and Performance Stock Units In connection with the Distribution, each holder of a SPHR restricted stock unit received one Company restricted stock unit in respect of every one SPHR restricted stock unit held on the Distribution Record Date and continues to be entitled to a share of SPHR Class A common stock (or cash or other property) for each SPHR restricted stock unit in accordance with the SPHR award agreement. Additionally, each holder of a SPHR performance stock unit received one Company performance stock unit in respect of every one SPHR performance stock unit held on the Distribution Record Date and continues to be entitled to a share of SPHR Class A common stock (or cash or other property) for each SPHR performance stock unit in accordance with the SPHR award agreement. The one-for-one distribution ratio is consistent with the treatment of Sphere Entertainment stockholders’ SPHR Class A or Class B common stock on the Distribution Record Date. The SPHR performance stock units and Company performance stock units that have a performance period ending in 2023 were subject to the same performance conditions as were established by Sphere Entertainment at the time of grant. In connection with the Distribution, the achievement of the performance objectives for both the SPHR performance stock units and Company performance stock units that have a performance period ending in 2023 was evaluated based on consolidated financial performance. See “Elements of Our Compensation Program – Long-Term Incentives – 2021 Fiscal Year Performance Stock Unit Awards” for more information. The performance conditions applicable to SPHR performance stock units and Company performance stock units that have a performance period ending in 2024 or 2025 were amended (or will be amended, in the case of the SPHR performance stock units) by the applicable compensation committee to reflect performance conditions specific to each company following the Distribution. At the conclusion of the performance period, the Company’s final payout multiplier (representing a percentage of the target award opportunity), as determined based on the Company’s performance against the pre-approved performance metrics for those awards, will be applied to both the SPHR and Company performance stock units held by Company employees. For individuals employed by both companies, the payout multiplier for Company awards will be determined based on the performance of the Company and the payout multiple for SPHR awards will be based on the performance of Sphere Entertainment. Our restricted stock units and performance stock units were issued under our Employee Stock Plan and are subject to the same conditions and restrictions as the SPHR awards except as described above. The restricted stock units and performance stock units that we issued in respect of outstanding SPHR awards are affected by a change in control or going private transaction of the Company, Sphere Entertainment or MSG Sports, as set forth in the terms of the award agreement.

  121. Separation of the Company and Sphere Entertainment

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | James L. Dolan Executive Chairman and Chief Executive Officer | 2023 | 176,923 | — | 6,007,772 | 3,064,000 | 58,744 | 9,307,439 | | | 2022(6) | 1,937,500 | — | 11,148,811 | 5,566,000 | 591,368 | 19,243,679 | | | 2021(6) | 600,000 | — | 5,848,014 | 1,320,000 | 555,826 | 8,323,840 | | David F. Byrnes Executive Vice President and Chief Financial Officer | 2023 | 153,846 | — | 851,126 | 612,800 | 3,188 | 1,620,960 | | | 2022(6) | 338,462 | 811,868 | 993,165 | 1,113,200 | 11,893 | 3,268,588 | | Jamal H. Haughton Executive Vice President, General Counsel and Secretary | 2023 | 211,538 | — | 650,847 | 842,600 | 4,224 | 1,709,209 | | | 2022(6) | 613,462 | 250,000 | 1,075,940 | 1,530,650 | 13,112 | 3,483,164 | | Philip G. D’Ambrosio(7) Executive Vice President and Treasurer | 2023 | 146,923 | — | 555,228 | 430,875 | 4,689 | 1,137,715 | | | 2022(6) | 625,481 | — | 956,519 | 809,665 | 35,618 | 2,427,283 | | | 2021(6) | 575,000 | — | 1,070,669 | 474,375 | 32,370 | 2,152,414 | | Courtney M. Zeppetella Senior Vice President, Controller and Chief Accounting Officer | 2023 | 105,769 | — | 250,349 | 210,650 | 4,116 | 570,884 | | | 2022(6) | 84,615 | 200,000 | — | — | 224 | 284,839 |

  122. Quantification of Termination and Severance

    | Year | Summary Compensation Table Total for PEO ($) (1) | Compensation Actually Paid for PEO ($) (2) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (3) | Average Compensation Actually Paid for Non-PEO NEOs ($) (4) | Value of Initial Fixed $100 Investment Based on: | | (GAAP) Net Income ($000s) (7) | Company Selected Performance Measure | | | | | | | Total Shareholder Return ($) (5) | Peer Group Total Shareholder Return ($) (6) | | Adjusted Operating Income ($000s) (8) | | 2023 | 9,307,439 | 10,567,167 | 1,259,701 | 1,349,409 | 108.49 | 105.80 | 76,044 | 175,048 |

  123. Quantification of Termination and Severance

    | (2) The dollar amount reported for Mr. Dolan under “Compensation Actually Paid” represents the amount of CAP to Mr. Dolan, 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 in the table below were made to Mr. Dolan’s total compensation for the 2023 fiscal year to determine the CAP: |

  124. Quantification of Termination and Severance

    | (4) The dollar amount reported under “Average Compensation Actually Paid for non-PEO NEOs” represents the average amount of CAP to the NEOs as a group (excluding Mr. Dolan), 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 in the table below were made to the non-PEO NEOs’ total compensation for each year to determine the CAP: |

  125. 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 see ks to incentivize long-term performance, and t he refore 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.

  126. NEW PLAN BENEFITS TABLE

    | (1) See “Executive Compensation Tables — Summary Compensation Table” and “Executive Compensation Tables — Grants of Plan-Based Awards” for additional information. |

  127. NEW PLAN BENEFITS TABLE

    | (2) See “Board and Governance Practices — Director Compensation — Director Compensation Table” for more information. |