DEF 14A of MSG Knickerbockers Corp.
Filed Oct 24, 2024 · FY20240001636519-24-000019
NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
| 2024 Stock Vested | 65 | | 2024 Pension Benefits | 66 | | 2024 Nonqualified Deferred Compensation | 68 | | Employment Agreements | 69 | | Termination and Severance | 75 | | Equity Compensation Plan Information | 81 | | Pay Versus Performance | 82 | | CEO Pay Ratio | 88 | | Proposal 3 — Approval of the Company's 2015 Employee Stock Plan, as Amended | 89 | | Proposal 4 — Approval of the Company's 2015 Stock Plan for Non-Employee Directors, as Amended | 94 | | New Plan Benefits Table | 98 | | Proposal 5 — Non-Binding Advisory Vote On Named Executive Officer Compensation | 99 | | Our Executive Officers | 100 | | Transactions with Related Parties | 102 | | Relationship Between Us, MSG Entertainment, Sphere Entertainment and AMC Networks | 102 | | Aircraft Arrangements | 106 | | Dolan Family Arrangements | 106 | | Other | 106 | | Certain Relationships and Potential Conflicts of Interest | 107 | | Related Party Transaction Approval Policy | 108 | | Delinquent Section 16(a) Reports | 109 | | Stock Ownership Table | 110 | | Other Matters | 121 | | Stockholder Proposals for 2025 Annual Meeting | 121 | | Advance Notice of Proxy Holders and Qualified Representatives | 121 | | 2024 Form 10-K | 122 | | Annex A — Reconciliation of Non-GAAP Financial Measures | A-1 | | Annex B — 2015 Employee Stock Plan as Amended through December 4, 2024 | B-1 | | Annex C — 2015 Stock Plan for Non-Employee Directors as Amended through December 4, 2024 | C-1 |
BOARD AND GOVERNANCE PRACTICES
BOARD AND GOVERNANCE PRACTICES
BOARD AND GOVERNANCE PRACTICES
| CORPORATE GOVERNANCE PRACTICES |
BOARD AND 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: ✓Annual election of directors, with all directors elected to one-year terms ✓Board composition to include a broad range of skills, experience, industry knowledge, diversity of opinion and contacts relevant to the Company’s business, that serves the interests of all stockholders ✓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 ✓Robust director nomination criteria to ensure a diversity of viewpoints, background and expertise in the boardroom ✓Regular executive sessions of independent directors ✓Independent Board committees, with each of the Audit Committee and the Compensation Committee comprised 100% of independent directors ✓Restricted stock units subject to holding requirement through the end of service on the Board Our Governance Guidelines set forth our practices and policies with respect to Board composition and selection, Board meetings, executive sessions of the Board, Board committees, the expectations we have of our directors, selection of the Executive Chairman and Chief Executive Officer, management succession, Board and executive compensation, and Board self-assessment requirements. The full text of our Governance Guidelines may be viewed at our corporate website at www.msgsports.com under Investors — Governance — Corporate Governance — Governance Documents. A copy may be obtained by writing to Madison Square Garden Sports Corp., Two Pennsylvania Plaza, New York, NY 10121; Attention: Corporate Secretary.
BOARD AND GOVERNANCE PRACTICES
| STOCKHOLDER ENGAGEMENT |
BOARD AND GOVERNANCE PRACTICES
Fostering long-term relationships with our stockholders is a priority for the Company. Engagement helps us gain insight into the issues most important to our stockholders, informing Board discussions and allowing us to consider investors’ views on a range of topics including corporate governance and executive compensation matters. We regularly engage with stockholders, and during the 2024 fiscal year management of the Company engaged with holders of over two-thirds of our Class A Common Stock concerning our Board, governance and executive compensation practices, with the specific goal of seeking stockholder feedback. We greatly value the views of our stockholders, and we look forward to continuing to receive such feedback.
BOARD AND GOVERNANCE PRACTICES
| BOARD LEADERSHIP STRUCTURE |
BOARD AND GOVERNANCE PRACTICES
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 from time to time. The Board has determined that combining these roles is the optimal leadership structure for the Company at this time because of Mr. Dolan’s experience with the Company’s business and industry, as well as his ability to most effectively identify strategic priorities of the Company and ensure execution of the Company’s strategy. The Board may in the future decide to separate the roles of Executive Chairman and Chief Executive Officer if it believes that a separation is consistent with the optimal leadership structure for the Company. The Board does not designate a lead independent director and believes it is appropriate not to have one because of the Company’s stockholder voting structure.
BOARD AND GOVERNANCE PRACTICES
| BOARD SELF-ASSESSMENT |
BOARD AND GOVERNANCE PRACTICES
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.
BOARD AND GOVERNANCE PRACTICES
| EXECUTIVE SESSIONS OF NON-MANAGEMENT AND INDEPENDENT BOARD MEMBERS |
BOARD AND GOVERNANCE PRACTICES
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.
BOARD AND GOVERNANCE PRACTICES
| COMMUNICATING WITH OUR DIRECTORS |
BOARD AND GOVERNANCE PRACTICES
Our Board has adopted policies designed to allow our stockholders and other interested parties to communicate with our directors. Any interested party who wishes to communicate with the Board or any director or the non-management directors as a group should send communications in writing to the Chairman of the Audit Committee, Madison Square Garden Sports Corp., Two Pennsylvania Plaza, New York, NY 10121. Any person, whether or not an employee, who has a concern with respect to our accounting, internal accounting controls, auditing issues or other matters, may, in a confidential or anonymous manner, communicate those concerns to our Audit Committee by contacting the MSG Sports Integrity Hotline, which is operated by a third-party service provider, at 1-844-913-0611 or www.msg.ethicspoint.com.
BOARD AND GOVERNANCE PRACTICES
| RISK OVERSIGHT |
BOARD AND GOVERNANCE PRACTICES
Our Board believes that risk oversight is an important Board responsibility. The Board has delegated risk oversight to the Audit Committee, including oversight of cybersecurity risks. The Audit Committee discusses guidelines and policies governing the process by which the Company’s management assesses and manages the Company’s exposure to risk and discusses the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures. The Audit Committee also receives periodic updates from subject matter experts regarding specific risks, such as security of our facilities and cybersecurity. The Compensation Committee considers the Company’s exposure to risk in establishing and implementing our executive compensation program. The Compensation Committee, with the assistance of its independent compensation consultant, reviewed the level of risk incentivized by the Company’s executive compensation program as well as incentive programs below the executive officer level. Based on this assessment and the executive compensation program’s mix of fixed and variable compensation, emphasis on long-term performance, maximum performance levels under the annual and long-term incentive awards, the program’s close connection to Company-wide performance and its equity-based component with three-year vesting 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.
BOARD AND GOVERNANCE PRACTICES
| CODE OF CONDUCT AND ETHICS |
BOARD AND GOVERNANCE PRACTICES
Our Board has adopted a Code of Conduct and Ethics for our directors, officers and employees. A portion of this Code of Conduct and Ethics also serves as a code of conduct and ethics for our senior financial officers, including our principal accounting officer and controller. Among other things, our Code of Conduct and Ethics covers conflicts of interest, disclosure responsibilities, legal compliance, reporting and compliance with the Code of Conduct and Ethics, confidentiality, corporate opportunities, fair dealing, protection and proper use of Company assets and equal employment opportunity and harassment. The full text of the Code of Conduct and Ethics is available on our website at www.msgsports.com under Investors — Governance — Corporate Governance — Governance Documents. In addition, a copy may be obtained by writing to Madison Square Garden Sports Corp., Two Pennsylvania Plaza, New York, NY 10121; Attention: Corporate Secretary. Within the time period required by the SEC, we will post on our website any amendment to the Code of Conduct and Ethics and any waiver applicable to any executive officer, director or senior financial officer.
BOARD AND GOVERNANCE PRACTICES
| DIRECTOR INDEPENDENCE |
BOARD AND GOVERNANCE PRACTICES
As a “controlled company” we are not subject to the corporate governance rules of the NYSE requiring: (i) a majority of independent directors on our Board, (ii) an independent corporate governance and nominating committee, and (iii) an independent compensation committee. On account of this, and based on our ownership and voting structure, we do not have a majority of independent directors on our Board and we have not created a corporate governance and nominating committee; however, we maintain an independent compensation committee. Under the terms of our Certificate of Incorporation, the holders of our Class B Common Stock have the right to elect up to 75% of the members of our Board and there is no requirement that any of those directors be independent or be chosen independently. Despite the fact that our Board does not have a majority of independent directors, we value independent oversight and perspectives in our boardroom. That independent input is fostered by our Certificate of Incorporation, which gives holders of our Class A Common Stock the right to elect at least 25% of our Board, as well as by the presence on our Board of three directors elected by our Class B stockholders who meet the NYSE and SEC standards of independence. Assuming all of the director nominees are elected at the annual meeting, our Class A director representation will be approximately 29% of the Board, consistent with the 25% minimum required by our Certificate of Incorporation, and independent director representation will be approximately 47%. Our Board has determined that each of the following non-management directors is “independent” within the meaning of the rules of the NYSE and the SEC: Messrs. Joseph M. Cohen, Stephen C. Mills, Richard D. Parsons, Nelson Peltz, Alan D. Schwartz, Ivan Seidenberg, Vincent Tese and Anthony J. Vinciquerra. In reaching its determination for Messrs. Cohen, Parsons, Peltz, Schwartz, Seidenberg, Tese and Vinciquerra, the Board considered the following: •Mr. Cohen has served as a director of AMC Networks Inc. (“AMC Networks”) (a company that is also controlled by the Dolan Family) since June 2022. He previously served as a director of MSG Networks (a company that is also controlled by the Dolan Family as a subsidiary of Sphere Entertainment) from 2020 to 2021. He previously served in various senior executive roles with Madison Square Garden while the business was part of Cablevision Systems Corporation (“Cablevision”) and was President of MSG Networks from 1977 to 1985. The Board determined that these relationships are not material and that Mr. Cohen is independent within the meaning of the rules of the NYSE and the SEC. •Mr. Mills served as President from 2017 to 2020 and as Executive Vice President and General Manager from 2013 to 2017 of the New York Knicks, which is owned by the Company. In connection with such service, Mr. Mills receives fixed monthly pension payments from the Company. He previously served as the Chief Operating Officer and Sports Business President of MSG Networks from 2003 to 2009. Mr. Mills has served as a director of AMC Networks since June 2024 and previously served as a director of MSG Networks from 2020 to 2021. The Board determined that these relationships are not material and that Mr. Mills is independent within the meaning of the rules of the NYSE and the SEC. •Mr. Schwartz previously served as a director of MSG Networks from 2010 to 2015. Mr. Schwartz also served as a director of AMC Networks from 2011 to 2016. From time to time, he, or entities for which he serves as an officer or principal, have performed services for AMC Networks. The Board determined that performance of these services, and the receipt of compensation for these services, is not material and that Mr. Schwartz is independent within the meaning of the rules of the NYSE and the SEC. •Mr. Tese has served as a director of Sphere Entertainment (a company that is also controlled by the Dolan Family) since April 2020 and AMC Networks since 2016. He also previously served as a director of MSG Networks from 2010 to 2015. Mr. Tese’s brother was employed by a subsidiary of the Company until 2020, was employed by a subsidiary of Sphere Entertainment from April 2020 until August 2020, was rehired by Sphere Entertainment in December 2021 and his employment was transferred from Sphere Entertainment to a subsidiary of MSG Entertainment in connection with the MSGE Distribution until his separation from MSG Entertainment in February 2024, in each case, in a non-executive officer position. The Board determined that these relationships are not material and that Mr. Tese is independent within the meaning of the rules of the NYSE and the SEC.
BOARD AND GOVERNANCE PRACTICES
| DIRECTOR NOMINATIONS |
BOARD AND GOVERNANCE PRACTICES
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: •Nominees for election as Class A Directors are recommended to the Board by a majority of the independent Class A Directors then in office. •Nominees for election as Class B Directors are recommended to our Board by a majority of the Class B Directors then in office. 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.
BOARD AND GOVERNANCE PRACTICES
| DIRECTOR SELECTION |
BOARD AND GOVERNANCE PRACTICES
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: •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; •Personal qualities and characteristics, accomplishments and reputation in the business community; •Ability and willingness to commit adequate time to Board and committee matters; and •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. 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 2025 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 2025 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 AND GOVERNANCE PRACTICES
| BOARD MEETINGS |
BOARD AND GOVERNANCE PRACTICES
The Board met five times during the fiscal year ended June 30, 2024. Each of the directors who was on the Board during the 2024 fiscal year, with the exception of Charles F. Dolan, attended at least 75% of the meetings of the Board and the committees of the Board on which he or she served that were held during the time he or she served on the Board. We encourage our directors to attend annual meetings of our stockholders and believe that attendance at annual meetings is equally as important as attendance at Board and committee meetings. 17 of our 18 then-incumbent directors attended the 2023 annual meeting of stockholders.
BOARD AND GOVERNANCE PRACTICES
| COMMITTEES |
BOARD AND GOVERNANCE PRACTICES
Our Board has two standing committees comprised solely of independent directors: the Audit Committee and the Compensation Committee.
Other Committee Matters
| DIRECTOR COMPENSATION |
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, 2024. Directors who are current employees of the Company receive no compensation for service as directors and are therefore not identified in the table below.
Director Compensation Table
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($)(4) | | Joseph M. Cohen | 100,000 | 159,871 | 259,871 | | Charles F. Dolan | 75,000 | 159,871 | 234,871 | | Charles P. Dolan | 75,000 | 159,871 | 234,871 | | Marianne Dolan Weber | 75,000 | 159,871 | 234,871 | | Paul J. Dolan | 75,000 | 159,871 | 234,871 | | Ryan T. Dolan | 75,000 | 159,871 | 234,871 | | Thomas C. Dolan | 75,000 | 159,871 | 234,871 | | Andrew Lustgarten | 75,000 | 159,871 | 234,871 | | Stephen C. Mills | 75,000 | 159,871 | 234,871 | | Richard D. Parsons | 75,000 | 159,871 | 234,871 | | Nelson Peltz | 75,000 | 160,981 | 235,981 | | Alan D. Schwartz | 75,000 | 160,981 | 235,981 | | Ivan Seidenberg | 100,000 | 161,414 | 261,414 | | Brian G. Sweeney | 75,000 | 159,871 | 234,871 | | Vincent Tese | 105,000 | 159,871 | 264,871 | | Anthony J. Vinciquerra | 105,000 | 213,886 | 318,886 |
Director Compensation Table
___________________ (1)These amounts represent Board retainer fees earned during the fiscal year ended June 30, 2024, including the value of such amounts that were received by Messrs. Peltz, Schwartz, Seidenberg and Vinciquerra as restricted stock units pursuant to their Deferred Compensation Election. The amounts reported do not include any reasonable out-of-pocket expenses incurred in attending meetings for which the Company reimburses each non-employee director. (2)This column reflects the grant date fair market value of (i) 937 restricted stock units granted in December 2023, to each non-employee director, and (ii) with respect to Messrs. Peltz, Schwartz, Seidenberg and Vinciquerra, the difference between (x) the grant date fair market value of 398, 398, 531 and 557 restricted stock units, respectively granted in February 2024 pursuant to their Deferred Compensation Election for Board service during calendar year 2024, and (y) the retainer fees reported in the Fees Earned or Paid in Cash column for Board service during fiscal year 2024 that were subject to their Deferred Compensation Election. Such grant date fair market values were calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“Topic 718”). The assumptions used by the Company in calculating these amounts are set forth in Note 15 to our financial statements included in our 2024 Form 10-K. The values reflected in this column differ from the $160,000 value set forth in our directors’ compensation program (or any pro rata portion) because the grant date fair value calculated under Topic 718 differs from the 20-trading day average used to determine the number of units granted to directors. (3)For each non-employee director, the aggregate number of restricted stock units held as of June 30, 2024 is as follows: Charles F. Dolan, 6,065 units; Charles P. Dolan, 6,065 units; Marianne Dolan Weber, 5,436 units; Paul J. Dolan, 3,872 units; Ryan T. Dolan, 3,911 units; Thomas C. Dolan, 6,065 units; Joseph M. Cohen, 3,911 units; Andrew Lustgarten, 1,686 units; Stephen C. Mills, 3,911 units; Richard D. Parsons, 6,065 units; Nelson Peltz, 7,323 units; Alan D. Schwartz, 6,874 units; Ivan Seidenberg, 5,618 units; Brian G. Sweeney, 6,065 units; Vincent Tese, 6,065 units; and Anthony J. Vinciquerra, 4,468 units. (4)The value of tickets provided to non-employee directors as perquisites is not included in the table, as permitted by SEC rules, because the aggregate amount of perquisites provided to each director was less than $10,000.
PROPOSAL 1 — ELECTION OF DIRECTORS
PROPOSAL 1 — ELECTION OF DIRECTORS Our Board has nominated 17 candidates for election to the Board at this year’s annual meeting. In connection with the nominations, our Board has approved a decrease in the size of the Board from 18 to 17 directors. The decrease in the Board size will be effective as of the election of directors at the Company’s 2024 annual meeting. Of the 17 director nominees, five are to be elected by the holders of our Class A Common Stock and 12 are to be elected by the holders of our Class B Common Stock. All 17 nominees have been nominated for a term to expire at the 2025 annual meeting and until their successors have been elected and qualified. The Company representatives appointed by the Board (the persons named on the proxy card, or, if applicable, their substitutes) will vote your shares as you instruct. If you sign your proxy card and return it without indicating how you would like to vote your shares, your shares will be voted to elect each of the director nominees below, as applicable, based on whether you are a holder of our Class A Common Stock or Class B Common Stock. Information on each of our nominees is given below. Each director nominee listed below has consented to being named in this proxy statement and has agreed to serve if elected. However, if a nominee for election as a director by the holders of our Class A Common Stock becomes unavailable before the election or for good cause will not serve, the persons named on the Class A proxy card would be authorized to vote for a replacement director nominee for election as a director by the holders of our Class A Common Stock if the Board names one. If a nominee for election as a director by the holders of our Class B Common Stock becomes unavailable before the election or for good cause will not serve, the persons named on the Class B proxy card would be authorized to vote for a replacement director nominee for election as a director by the holders of our Class B Common Stock if the Board names one. The Board unanimously recommends that you vote FOR each of the following candidates:
PROPOSAL 1 — ELECTION OF DIRECTORS
| JAMES L. DOLAN – Age 69 |
Class B Director since March 4, 2015
Class B Director since March 4, 2015 Committee Membership: None Other Public Company Directorships: AMC Networks Inc. (NASDAQ: AMCX), Madison Square Garden Entertainment Corp. (NYSE: MSGE), Sphere Entertainment Co. (NYSE: SPHR)
Career Highlights
Career Highlights Mr. Dolan has been a director and the Executive Chairman of the Company since 2015, and has additionally been Chief Executive Officer of the Company since May 2024. He also served as the Chief Executive Officer of the Company from 2017 to April 2020. Mr. Dolan has served as a director and the Executive Chairman and Chief Executive Officer of MSG Entertainment since December 2022 and as a director and the Executive Chairman and Chief Executive Officer of Sphere Entertainment since November 2019. Mr. Dolan has served as Non-Executive Chairman of AMC Networks since February 2023, previously serving in that role from September 2020 to December 2022, and has served as a director since 2011. He served as Interim Executive Chairman of AMC Networks from December 2022 to February 2023. Mr. Dolan was also the Executive Chairman of MSG Networks from 2009 to 2021 and Chief Executive Officer of Cablevision from 1995 to 2016. He was previously President of Cablevision from 1998 to 2014; Chief Executive Officer of Rainbow Media Holdings, Inc., a former programming subsidiary of Cablevision that spun off in 2011 to become AMC Networks, from 1992 to 1995; and Vice President of Cablevision from 1987 to 1992. In addition, Mr. Dolan previously served as a director of MSG Networks from 2009 until 2021 and a director of Cablevision from 1991 to 2016. Mr. 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, MSG Entertainment and Sphere Entertainment, his experience in various positions with Cablevision, including as its Chief Executive Officer, his experience in various positions with MSG Networks and its predecessors since 1999, including as Executive Chairman, as well as the knowledge and experience he has gained about the Company’s businesses and contributions he has made during his tenure as a director of the Company, MSG Entertainment, Sphere Entertainment, MSG Networks, AMC Networks and Cablevision, our Board has concluded that Mr. Dolan should serve as a director of the Company.
Career Highlights
| CHARLES F. DOLAN – Age 98 |
Career Highlights
Committee Membership: None Other Public Company Directorships: Madison Square Garden Entertainment Corp. (NYSE: MSGE), Sphere Entertainment Co. (NYSE: SPHR)
Career Highlights
Career Highlights Mr. Dolan has served as Chairman Emeritus of AMC Networks since September 2020. He served as Executive Chairman of AMC Networks from 2011 to September 2020 and Chairman of Cablevision from 1985 to 2016. He was Chief Executive Officer of Cablevision from 1985 to 1995. Mr. Dolan founded and acted as the General Partner of Cablevision’s predecessor from 1973 to 1985 and established Manhattan Cable Television in 1961 and Home Box Office in 1971. Mr. Dolan has served as a director of MSG Entertainment since April 2023 and Sphere Entertainment since April 2020, and previously served as a director of AMC Networks from 2011 to June 2024, MSG Networks from 2009 to 2021 and Cablevision from 1985 to 2016. Mr. 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.
Class A Director since April 17, 2020
Class A Director since April 17, 2020 Committee Membership: Compensation (Chair) Other Public Company Directorships: AMC Networks Inc. (NASDAQ: AMCX) Mr. Cohen has been Chairman and Chief Executive Officer of West Ridge Associates, a sports and media consulting firm, since 2013. West Ridge’s clients include Platinum Equities, a private equity firm, the Cleveland Guardians and Arizona Diamondbacks of Major League Baseball, and The Switch, a broadcast transmission facilities provider. In 2024, Mr. Cohen joined the advisory board of Seregh, a platform dedicated to investing in developing real estate around sports and entertainment venues. In April 2022, Mr. Cohen was named Chairman of Brand Velocity Group Sports, a private equity firm. Mr. Cohen has served as an independent consultant of The Switch since 2018 in various roles, including his current role as President of Sports, and previously served as President of Sports at The Switch (as an employee) from 2013 to 2018. He was Chief Executive Officer and Principal Owner of The Switch predecessor companies Hughes Television Network (1985-1989) and HTN Communications, LLC (2003-2013). Mr. Cohen served in various senior executive roles with Madison Square Garden while the business was part of Cablevision and was President of MSG Networks (1977-1985), when he was a member of the NBA and NHL television committees. He returned as Executive Vice President of MSG Media & Development (1995-2002). Mr. Cohen was Chairman of the Los Angeles Kings of the NHL (1993-1995), also serving on the NHL Board of Governors. He was President of Spectacor West and Chief Executive Officer of Spectacor Films (1991-1993), serving on the board of Allied Communications, Inc., an independent film distribution company. He was also co-founder and a director of USA Network (1977-1981). Mr. Cohen has served as a director of AMC Networks since June 2022 and previously served as a director of MSG Networks from 2020 to 2021. He also serves as a director of Joe Torre’s Safe At Home Foundation and Maccabi World Union. He serves as a director emeritus of the March of Dimes and trustee emeritus of the California Institute of the Arts. Recognition of Mr. Cohen includes the Sports Broadcasting Hall of Fame and the WWE Hall of Fame, the Sports Business Journal’s Champions Class of 2016, Ellis Island Medal of Honor and Billboard Magazine’s Facilities Manager of the Year (1974 and 1976). In light of Mr. Cohen’s long-term experience as a senior executive of other companies and his knowledge of the sports, entertainment and media industries, our Board has concluded that Mr. Cohen should be elected to serve as a director of the Company.
Class A Director since April 17, 2020
| STEPHEN C. MILLS – Age 65 |
Class B Director since September 16, 2015
Class B Director since September 16, 2015 Committee Membership: Audit, Compensation Other Public Company Directorships: AMC Networks Inc. (NASDAQ: AMCX), Claros Mortgage Trust (NYSE: CMTG) Sphere Entertainment Co. (NYSE: SPHR) Mr. Tese has served as a director of AMC Networks since 2016, Sphere Entertainment since April 2020 and Claros Mortgage Trust, a real estate investment trust, since November 2021. Mr. Tese served as Executive Chairman of FCB Financial Holdings, Inc. (formerly known as Bond Street Holdings, LLC), a bank holding company, from 2009 until January 2019 and Executive Chairman of its subsidiary Florida Community Bank from 2010 until January 2019. Mr. Tese served as New York State Superintendent of Banks from 1983 to 1985, Chairman and Chief Executive Officer of the New York State Urban Development Corporation from 1985 to 1987, Director of Economic Development for New York State from 1987 to 1994 and Commissioner and Vice Chairman of the Port Authority of New York and New Jersey from 1991 to 1995. Mr. Tese was the Commissioner of the Department of Economic Development and Chairman of both the Science and Technology Foundation and the Job Development Authority. Mr. Tese has also served as a director of New York Racing Association, Inc., and a trustee of New York Presbyterian Hospital since 1996 and New York University School of Law. Mr. Tese previously served as a director of Intercontinental Exchange, Inc. from 2004 to May 2022, Cablevision from 1996 to 2016, MSG Networks from 2010 to 2015, FCB Financial Holdings, Inc. from 2010 until January 2019 and Mack-Cali Realty Corporation from 1997 until June 2019. He also served as a director of Gabelli Asset Management, National Wireless Holdings, Inc., and The Bear Stearns Companies, Inc. from 1994 to 2008. In light of his experience as the Chief Executive Officer of the New York State Urban Development Corporation, his other government service, his experience as the executive chairman of private companies, his service as a director of other public companies, as well as the knowledge and experience he has gained about the Company’s business and the contributions he has made during his tenure as a director of the Company, Sphere Entertainment, MSG Networks, AMC Networks and Cablevision, our Board has concluded that Mr. Tese should serve as a director of the Company.
Class B Director since September 16, 2015
| ANTHONY J. VINCIQUERRA – Age 70 |
Elements of Fiscal Year 2024 Compensation & Performance Objectives
Elements of Fiscal Year 2024 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 generate long-term stockholder value and reward sustained achievement of the Company’s key financial goals. The Company considers revenues and AOI to be the key measures of its operating performance. As such, our Compensation Committee has reflected AOI (along with other specific strategic measures) in our annual incentive awards and AOI and revenues in our long-term incentive performance awards (i.e., performance stock units). The Company’s long-term incentive program also includes time-vested restricted stock units whose value is tied to the performance of the market value of the Company’s Class A Common Stock. In order to further align compensation opportunities with the Company’s strategic vision and focus on growth, the Compensation Committee has also occasionally granted certain awards in the form of stock options, where appropriate, which support the goal of generating long-term stockholder value. The table below summarizes the elements of our compensation program as in effect for fiscal year 2024 and how each element supported the Company’s compensation objectives.
Elements of Fiscal Year 2024 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 (70%) | AOI (100%) | •Performance-based cash incentive opportunity •Designed to be based on the achievement of pre-determined financial and strategic performance measures approved by the Compensation Committee | | | | Strategic (30%) | Strategic Objectives | | | Long- Term Incentive | Performance Stock Units (50%) | Revenues (50%) | | •Financial performance targets are pre-determined by the Compensation Committee and reflect our long-term financial goals. •Cliff-vest after three years to the extent that financial performance targets measured in the last year of the three-year period are achieved | | | | AOI (50%) | | | | | Restricted Stock Units (50%) | Stock Price Performance | | •Stock-based award establishes direct alignment with our stock price performance and stockholder interests •Vest ratably over three years |
Mr. Dolan’s Renewal Employment Agreement
Mr. Dolan’s Renewal Employment Agreement On June 17, 2024, the Company entered into a renewal employment agreement with Mr. Dolan, effective July 1, 2024. In March 2024, counsel for Mr. Dolan and the Compensation Committee’s independent legal counsel began discussions regarding a renewal employment agreement for Mr. Dolan because his then existing agreement had a scheduled expiration date of June 30, 2024. The Compensation Committee had previously made determinations relating to the independence of its independent legal counsel and independent compensation consultant and authorized both be engaged for purposes of negotiations with Mr. Dolan and his counsel. The Compensation Committee further determined that all such negotiations were to take place solely between its independent legal counsel and counsel for Mr. Dolan. At the direction of the Compensation Committee, in early April 2024, the Compensation Committee’s independent legal counsel requested that counsel for Mr. Dolan provide the Compensation Committee with Mr. Dolan’s proposed material compensation terms for a renewal employment agreement. At the end of April 2024, counsel for Mr. Dolan presented their initial compensation proposal for Mr. Dolan, taking into account Mr. Dolan’s role as Executive Chairman and his additional responsibilities as principal executive officer for SEC purposes (the “Initial Proposal”). The Initial Proposal maintained the same general compensation design and components (base salary, annual target bonus opportunity and annual long-term incentive award) but proposed an increase in total target direct compensation from what was provided for under the then current employment agreement. The Compensation Committee, with the assistance of its independent legal counsel and independent compensation consultant, reviewed and analyzed the Initial Proposal. Following further consultation by the Compensation Committee with its independent legal counsel and independent compensation consultant, the Compensation Committee authorized its independent legal counsel to counter with a response that, while maintaining the same general compensatory components, provided for total annual target compensation that was less than provided for in the Initial Proposal (the “Committee Response”). As a result of the difference between the Initial Proposal and the Committee Response, the Compensation Committee’s independent legal counsel and counsel for Mr. Dolan engaged in negotiations during May and June 2024. In the course of these negotiations, the Compensation Committee assessed each response from counsel to Mr. Dolan and formulated its counterproposals based on advice from its independent legal counsel and independent compensation consultant. In connection with the Compensation Committee’s assessment of the proposals made by counsel for Mr. Dolan, formulation of its counterproposals and approval of the renewal employment agreement, the Compensation Committee reviewed and analyzed a range of compensation related information, including industry specific and general market compensation data. In addition, the Compensation Committee reviewed and analyzed the Company’s total stockholder return performance, the terms of Mr. Dolan’s then existing employment agreement, his current and historical compensation, Mr. Dolan’s role, responsibilities and contribution (including his additional role as Chief Executive Officer effective May 29, 2024), a comprehensive tally sheet and other factors viewed by the Compensation Committee as relevant. For more information on Mr. Dolan’s renewal employment agreement, see “Executive Compensation Tables — Employment Agreements” below.
Role of the Independent Compensation Consultant
Role of the Independent Compensation Consultant The Compensation Committee has authority under its charter to engage outside consultants to assist in the performance of its duties and responsibilities. Our Compensation Committee utilizes the services of ClearBridge Compensation Group LLC (the “independent compensation consultant”), an independent compensation consultant, to assist in determining whether the elements of our executive compensation program are reasonable and consistent with our objectives. The independent compensation consultant collaborates with independent legal counsel and reports directly to the Compensation Committee and, at the request of the Compensation Committee, the independent compensation consultant meets with members of management from time to time for the purpose of gathering information on management proposals and recommendations to be presented to the Compensation Committee. The services provided by the independent compensation consultant to the Compensation Committee during the fiscal year ended June 30, 2024 included: •Attending all Compensation Committee meetings; •Providing information, research, and analysis pertaining to our executive compensation program for the 2024 fiscal year; •Regularly updating the Compensation Committee on market trends, changing practices, and legislation pertaining to compensation; •Assisting the Compensation Committee in making pay determinations for the executive officers; •Assisting the Compensation Committee in connection with the entry into a renewal employment agreement with the Executive Chairman and Chief Executive Officer and a new employment agreement with the Chief Operating Officer; •Advising on the design of the executive compensation program and the reasonableness of individual compensation targets and awards and executive perquisites; •Conducting a compensation risk assessment; •Preparing tally sheets for the Compensation Committee’s review, setting forth all components of compensation payable, and the benefits accruing, to the current NEOs for the fiscal year ended June 30, 2024, including all cash compensation, benefits, perquisites and the current value of outstanding equity-based awards; •Providing advice and recommendations that incorporated both market data and Company-specific factors; and •Assisting the Compensation Committee in connection with its periodic review of non-employee director compensation. During the 2024 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, 2024, 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, 2024. In reaching this conclusion, the Compensation Committee considered the same rules regarding advisor independence.
Determining Compensation Levels; Benchmarking
Determining Compensation Levels; Benchmarking As part of the Compensation Committee’s review of total compensation for the fiscal year ended June 30, 2024, the independent compensation consultant assisted the Compensation Committee in: (1) determining if a peer group should be used for comparative purposes, (2) assessing executive compensation in light of internal and external considerations and (3) reviewing the Company’s equity and cash-based executive incentive programs, taking into account evolving market trends. The Compensation Committee, in consultation with the independent compensation consultant, considered broad market data (both industry-related and general industry data) and multiple broad-based compensation surveys in order to appropriately assess compensation levels. For the fiscal year ended June 30, 2024, the Compensation Committee, in consultation with the independent compensation consultant, determined not to utilize a peer group or specific target positioning in determining compensation given the limited number of comparable publicly-traded companies. In addition to the market data documented above, the Compensation Committee considered internal information (job responsibility, experience, parity among executive officers, contractual commitments, attraction and retention of talent and historical compensation) to determine compensation.
Determining Compensation Levels; Benchmarking
| ELEMENTS OF OUR COMPENSATION PROGRAM |
Determining Compensation Levels; Benchmarking
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, 2024: base salary, annual cash incentives, long-term incentives, retirement, health and welfare and other benefits, which are generally provided to all other eligible employees, and additional executive officer benefits, including post-termination compensation under certain circumstances and certain perquisites, each as described below. A significant percentage of total direct compensation is allocated to incentive compensation in accordance with the Compensation Committee’s philosophy. The Compensation Committee reviews historical compensation, other information provided by the independent compensation consultant and other factors, such as experience, performance, length of service and contractual commitments, to determine the appropriate level and mix of compensation for executive officers. The allocation between cash and equity compensation and between short-term and long-term compensation is designed to provide a variety of fixed and at-risk compensation that is related to the achievement of the Company’s short-term and long-term objectives. Mr. Dolan is also employed by MSG Entertainment and Sphere Entertainment as each company’s Executive Chairman and Chief Executive Officer and receives separate compensation from each company with respect to such employment. The compensation program and philosophies discussed in this proxy statement reflect only compensation that is paid by the Company for services rendered to the Company, except as otherwise noted. While the Compensation Committee is aware that Mr. Dolan also receives compensation for services rendered to MSG Entertainment and Sphere Entertainment, its compensation decisions are based on its independent assessment and application of the compensation goals and objectives of the Company. For more information regarding the compensation of Mr. Dolan by MSG Entertainment and Sphere Entertainment, see MSG Entertainment’s and Sphere Entertainment’s 2024 Definitive Proxy Statements, respectively. Mr. Granville-Smith is employed by Sphere Entertainment and AMC Networks and receives separate compensation from each company with respect to such employment. The compensation program and philosophies discussed in this proxy statement reflect only compensation that is paid by the Company for services rendered to the Company, except as otherwise noted. While the Compensation Committee is aware that Mr. Granville-Smith also receives compensation for services rendered to Sphere Entertainment and AMC Networks, its compensation decisions are based on its independent assessment and application of the compensation goals and objectives of the Company. For more information regarding the compensation of Mr. Granville-Smith by Sphere Entertainment, see Sphere Entertainment’s 2024 Definitive Proxy Statements.
Annual Cash Incentives
Annual Cash Incentives Overview Annual cash incentives earned for performance in the 2024 fiscal year were determined by performance against goals under the Management Performance Incentive Plan (“MPIP”) for the purpose of determining the final annual incentive payouts. MPIP is an annual incentive plan under which eligible members of management, including the NEOs, were provided an opportunity to earn an annual cash award. The 2024 fiscal year MPIP was based on performance measures tied to an AOI target for the 2024 fiscal year as well as certain pre-determined strategic objectives. This annual incentive was designed to link executive compensation directly to the Company’s performance by providing incentives and rewards based upon business performance during the applicable fiscal year. MPIP awards to all eligible employees, including the NEOs, were conditioned upon the satisfaction of predetermined financial and strategic objectives. For fiscal year 2024, financial objectives were weighted at 70% and strategic objectives were weighted at 30% for all eligible employees (including our NEOs). MPIP results were calculated based on performance achievement against these predetermined goals, as discussed below.
Annual Cash Incentives
| Performance Against Financial Objectives 70% | + | Performance Against Strategic Objectives 30% | = | MPIP Result 100% |
Annual Cash Incentives
As discussed in “Performance Targets & Achievement Levels” below, as a result of the level of achievement of the adjusted financial and strategic objectives, the payout level of the annual cash incentives was calculated at 118.3% of the target level. Target Award Opportunities Each employee eligible for an annual incentive award was assigned a target award equal to a percentage of that employee’s base salary as of the conclusion of the applicable fiscal year. Target annual incentive opportunities were based upon the applicable employee’s position, grade level, responsibilities, and historical and expected future contributions to the Company. In addition, each employment agreement between the Company and each of the NEOs contains a minimum target annual incentive award level. See “Executive Compensation Tables — Employment Agreements” below. The Compensation Committee, in its sole discretion and subject to the terms of employment agreements, may revise target annual incentive award levels for the NEOs. Annual Incentive Payouts The below table summarizes each NEO’s target annual incentive opportunity and actual 2024 fiscal year annual incentive payouts, as determined by the Compensation Committee. The annual incentive payouts are described in more detail below.
Annual Cash Incentives
| Name | 2024 Fiscal Year Base Salary | Target Incentive (% of Base Salary) | Actual 2024 Fiscal Year MPIP as a % of Target | Actual 2024 Fiscal Year Annual Incentive Award | | Current NEOs | | | | | | James L. Dolan | $1,250,000 | 200% | 118.3% | $2,957,500 | | David Granville-Smith | $800,000 | 100% | 118.3% | $946,400 | | Victoria M. Mink | $900,000 | 100% | 118.3% | $1,064,700 | | Jamaal T. Lesane(1) | $750,000 | 100% | 118.3% | $887,250 | | Alexander Shvartsman | $435,000 | 40% | 118.3% | $205,842 | | Former Executive | | | | | | David G. Hopkinson(2) | $1,250,000 | 150% | 118.3% | $1,663,594 |
Annual Cash Incentives
___________________ (1)Starting in fiscal year 2025 (and efffective July 1, 2024), Mr. Lesane’s annual target bonus opportunity was increased to 125% of his annual base salary, in accordance with his new employment agreement. (2)With respect to Mr. Hopkinson, this table reflects the prorated annual incentive award earned during the fiscal year ended June 30, 2024 for the period from July 1, 2023 through April 1, 2024. See “Executive Compensation Tables — Termination and Severance” for a description of the benefits paid to Mr. Hopkinson upon his separation from the Company. Performance Targets & Achievement Levels Financial Component (70%): For the fiscal year ended June 30, 2024, the MPIP financial performance objectives included a rigorous AOI target, with potential payouts under this component ranging from 0-200% of target. The financial component of MPIP was determined based on the extent to which financial performance compared to the predetermined AOI target. The MPIP contemplated certain exclusions from AOI when evaluating the financial performance against the pre-determined objective to reflect factors which were outside MPIP participants’ control, including developments relating to league activities and playoff results. Based on the performance against the pre-determined AOI target, the calculated result of the financial component of the MPIP, giving effect to the payment provisions of the MPIP, was 103.7% of target. The MPIP provides the Compensation Committee with flexibility to make equitable adjustments to the structure and payouts that it deems appropriate to reflect the best interests of the business, including based on recommendations from management. The Compensation Committee, based on recommendations from management and in consultation with the independent compensation consultant, approved certain adjustments as the calculated result did not fully reflect the performance of the Company in fiscal year 2024 due to certain events, including: (i) changes in employment and the form of compensation for certain senior employees, (ii) certain league-related developments, including a non-recurring territorial fee received from the NHL and (iii) a corporate aircraft lease. The net impact of these adjustments resulted in the payout for the financial component of the MPIP changing to 118.6% of target. Strategic Component (30%): For the fiscal year ended June 30, 2024, the MPIP also included a performance component that measured achievement against relevant strategic goals. These goals, and associated tactics and metrics, are reviewed and approved by the Compensation Committee. Goal Setting Process: In the 2024 fiscal year, numerous specific goals that were aligned with the Company’s broad strategic initiatives were established for the Company. Discrete tactics and metrics were enumerated to measure year-end achievement. As part of this process, each goal (and its related metrics) was assigned a weight, and at the end of the fiscal year, the level of achievement of each goal and metric was evaluated on a scale ranging from 0-200%. 2024 Fiscal Year Goals & Achievement: The strategic component for NEO payouts was calculated based on the extent to which goals were achieved or missed in the fiscal year. In the 2024 fiscal year, the Company’s strategic goals focused on a range of operational and strategic initiatives, including: •Maximizing profitability in key areas of ticketing, premium hospitality and global partnerships, while limiting costs; and •Implementing initiatives and leveraging data and technology that increase efficiency and strengthen our brands to drive long term profitability. The strategic component focused on numerous core strategies aimed at promoting the Company’s initiatives, which were supported by approximately 25 individualized metrics. Successful achievement of milestones and tactics for fiscal year 2024 included: •Maximizing profitability by focusing on ticketing, premium hospitality and global partnerships: ◦Implemented new ticket sales strategies, including our ‘fan first’ program, which is aimed at leveraging innovative technologies to get tickets directly into the hands of our fans; ◦Drove record-level ticket revenue in fiscal year 2024 through better customer engagement, which included increased season ticket sales; and ◦Drove record suite revenues in fiscal year 2024 through the strategic modification of the Company’s sales approach; and •Implementing initiatives and leveraging data and technology that increase efficiency and strengthen our brands to drive long term profitability: ◦Increased social media followers of the Knicks and the Rangers by a combined 830,000 net new followers, resulting in a combined total of over 19 million followers as of the end of the fiscal year; ◦Grew marketable databases for both the Knicks and the Rangers by a low double-digit percentage by improving team web and app experiences; and ◦Launched three new team jerseys (two Rangers and one Knicks) during the 2023-24 seasons, which helped drive record-level merchandise revenues in the regular season in fiscal year 2024. Based on the performance against these predetermined goals, the Compensation Committee determined the payout result of the strategic component of the MPIP was achieved at 117.5% of target. Annual Cash Incentive Payout: As a result of level of achievement of the financial and strategic objectives, as discussed above, the payout level of the annual cash incentives was calculated at 118.3% of the target level for the 2024 fiscal year.
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, 2024, standard long-term incentives were comprised of performance stock units and restricted stock units. The Compensation Committee believes this equity mix: •Establishes strong alignment between executive officers and the interests of the Company’s stockholders; •Provides meaningful incentive to drive actions that will improve the Company’s long-term stockholder value; and •Supports the Company’s objectives of attracting and retaining the best executive officer talent. The following table summarizes our 2024 fiscal year standard annual long-term incentive awards to our NEOs:
Long-Term Incentives
| Element | Weighting | Summary | | | Performance Stock Units | 50% | ✓ | Performance is measured by revenues and AOI, which are equally weighted and considered key value drivers of our business | | | | ✓ | Financial performance targets are pre-determined by the Compensation Committee early in the three-year performance period to incentivize strong execution of our financial strategy and long-term financial goals | | | | ✓ | Cliff-vest after three years based on financial performance targets measured in the final year of the three-year period | | Restricted Stock Units | 50% | ✓ | Stock-based award establishes direct alignment with our stock price performance and stockholder interests | | | | ✓ | Vest ratably over three years |
Long-Term Incentives
Additional information regarding long-term incentive awards granted to NEOs during the 2024 fiscal year is set forth in the “Summary Compensation Table” and the “Grants of Plan-Based Awards” table under “Executive Compensation Tables” below. Performance Stock Units Performance stock units are intended to align our executive officers’ interests with those of our stockholders, with a focus on long-term financial results. Under our executive compensation program for the fiscal year ended June 30, 2024, performance stock units were granted to executive officers and certain other members of management pursuant to the 2015 Employee Stock Plan, as amended (the “Employee Stock Plan”). 2024 Fiscal Year Grants During the fiscal year ended June 30, 2024, the Compensation Committee approved the following awards of performance stock units to the NEOs, which are for the 2024-2026 fiscal year performance period:
Long-Term Incentives
| Name | Performance Stock Units (at target) | Grant Date Fair Value(1) | | Current NEOs | | | | James L. Dolan | 15,537 | $2,782,366 | | David Granville-Smith | 5,053 | $904,891 | | Victoria M. Mink | 3,032 | $542,971 | | Jamaal T. Lesane | 2,527 | $452,535 | | Alexander Shvartsman | 834 | $149,353 | | Former Executive | | | | David G. Hopkinson | 6,000 | $1,074,480 |
Long-Term Incentives
(1)The grant date fair value listed above is calculated in accordance with Topic 718. The Company determines the number of performance stock units to grant by dividing the target grant value by the 20-trading day average ending on the day before the date of grant. Standard performance stock units are structured to be settled upon the later of September 15th following a three-year period and the date of certification of achievement against pre-determined performance goals measured in the final year of such three-year period. Target Setting For the 2024 fiscal year performance stock units granted for the 2024-2026 fiscal year period (the “2024 Performance Stock Units”), the Compensation Committee selected revenues and AOI as the two financial metrics to be measured in the final fiscal year of the three-year vesting period (i.e., performance is based on 2026 fiscal year financials). Goals were set at the beginning of the 2024 fiscal year based on the Company’s long-range strategic plan, which is subject to review by the Board in connection with its approval of the annual budget. The Company’s long-range strategic plan is confidential, and disclosure of those targets could provide information that could lead to competitive harm, and for this reason the performance stock unit financial performance targets are not disclosed; however, the Compensation Committee seeks to make target goals ambitious, requiring meaningful growth over the performance period, while threshold goals are expected to be achievable. The Company intends to disclose the revenues and AOI payout results as a percentage of target as well as the resulting payout for the 2024 Performance Stock Units as a percentage of target measured in the last year of the performance period.
Long-Term Incentives
| Financial Metrics (Weighting) | Threshold Performance | Maximum Performance | | Revenues (50%) | 85% of target goal | 115% of target goal | | AOI (50%) | 75% of target goal | 125% of target goal |
Long-Term Incentives
The performance stock unit payout opportunity ranges from 0 to 110% of target, based on performance and subject to continued employment and employment agreement and award agreement terms (as applicable). At the threshold performance level, the award would vest at 90% of the target performance stock units, and at or above the maximum performance level, the award would vest at 110% of the target performance stock units. If the Company exceeds threshold levels but does not achieve the targeted rates, or if the Company achieves or exceeds one target but not both, the award provides for partial payments. No performance stock units would vest if the Company fails to achieve both threshold levels of performance. Restricted Stock Units Restricted stock units serve to align executive officers’ interests with those of our stockholders and promote the retention of employees, including the NEOs. The Compensation Committee approved the following awards of restricted stock units to the NEOs during the fiscal year ended June 30, 2024 pursuant to the Company’s Employee Stock Plan:
Long-Term Incentives
| Name | Restricted Stock Units | Grant Date Fair Value(1) | | Current NEOs | | | | James L. Dolan | 15,537 | $2,782,366 | | David Granville-Smith | 5,053 | $904,891 | | Victoria M. Mink | 3,032 | $542,971 | | Jamaal T. Lesane | 2,527 | $452,535 | | Alexander Shvartsman | 834 | $149,353 | | Former Executive | | | | David G. Hopkinson | 6,000 | $1,074,480 |
Long-Term Incentives
___________________ (1)The grant date fair value listed above is calculated in accordance with Topic 718. The Company determines the number of restricted stock units to grant by dividing the target grant value by the 20-trading day average ending on the day before the date of grant. Standard restricted stock units vest ratably over three years on September 15th of each year following the year of grant, subject to continued employment and employment agreement and award agreement terms (as applicable). 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, subject to continued employment and employment agreement terms (as applicable). Starting in fiscal year 2025 (and effective July 1, 2024), the target annual long-term incentive opportunity of Mr. Dolan was increased to $7,800,000, in accordance with the terms of his renewal employment agreement, and the target annual long-term incentive opportunity of Mr. Lesane was increased to $1,500,000, in accordance with the terms of his new employment agreement. 2022 Fiscal Year Performance Stock Unit Awards The performance stock units granted to NEOs in the 2022 fiscal year (collectively, the “2022 Performance Stock Units”) were subject to revenues and AOI performance objectives, which were each weighted at 50% over a performance period of July 1, 2023 through June 30, 2024 (the third year of the three-year performance award). The target or level of achievement, where applicable, for each performance objective was adjusted in accordance with the terms of the awards, which adjustments were approved by the Compensation Committee at the time of grant. Giving effect to the required adjustments, in August 2024, the Compensation Committee certified the Company’s financial performance against previously determined revenues and AOI determined as a percentage of target performance at 108.7% and 110.0%, respectively, with a resulting payout for the 2022 Performance Stock Units calculated as 109.3% of target.
Vesting and Holding Requirements
Vesting and Holding Requirements Under our executive compensation program for the fiscal year ended June 30, 2024, 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, MSG Entertainment or Sphere Entertainment or any of their respective subsidiaries 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, which may supersede any continued employment obligations). With respect to our non-employee directors, and as discussed above under “Director Compensation,” compensation includes annual awards of restricted stock units. Pursuant to the award agreements, directors’ restricted stock units are settled in shares of Class A Common Stock (or, in the Compensation Committee’s discretion, cash) on the first business day following 90 days after the director incurs a separation from service (other than in the event of a director’s death, where the restricted stock units are settled immediately). One effect of the three-year cliff vesting and three-year ratable vesting, as the case may be (with respect to our NEOs and eligible employees), and the holding requirements (with respect to our non-employee directors), is to require each of our non-employee directors, NEOs and eligible employees to maintain significant holdings of Company securities at all times.
Other
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.
EXECUTIVE COMPENSATION TABLES
| 2024 SUMMARY COMPENSATION TABLE |
EXECUTIVE COMPENSATION TABLES
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | Current NEOs | | | | | | | | | | James L. Dolan Executive Chairman and Chief Executive Officer(7) | 2024 | 1,250,000 | 270,000 | 5,564,732 | 2,687,500 | 11,840 | 370,640 | 10,154,712 | | | 2023 | 1,250,000 | — | 6,113,115 | 3,247,500 | 7,852 | 401,822 | 11,020,289 | | | 2022 | 1,413,462 | — | 6,047,654 | 3,779,000 | 4,648 | 513,517 | 11,758,281 | | David Granville-Smith Executive Vice President(8) | 2024 | 800,000 | 86,400 | 1,809,782 | 860,000 | — | 37,079 | 3,593,261 | | | 2023 | 21,538 | 925,000 | 3,490,371 | — | — | 166 | 4,437,075 | | Victoria M. Mink Executive Vice President, Chief Financial Officer and Treasurer | 2024 | 900,000 | 97,200 | 1,085,941 | 967,500 | — | 51,581 | 3,102,222 | | | 2023 | 900,000 | — | 1,192,896 | 1,169,100 | — | 53,798 | 3,315,794 | | | 2022 | 848,077 | — | 1,137,438 | 1,360,440 | — | 39,539 | 3,385,494 | | Jamaal T. Lesane Executive Vice President, General Counsel and Interim President and Chief Operating Officer(9) | 2024 | 730,769 | 81,000 | 905,070 | 806,250 | — | 56,496 | 2,579,585 | | | 2023 | 632,692 | — | 795,264 | 844,350 | — | 40,400 | 2,312,706 | | | 2022 | 413,654 | — | 380,627 | 623,535 | — | 23,130 | 1,440,946 | | Alexander Shvartsman Senior Vice President, Controller and Principal Accounting Officer | 2024 | 435,000 | 18,792 | 298,705 | 187,050 | — | 24,639 | 964,186 | | | 2023 | 386,539 | — | 273,612 | 226,026 | — | 23,519 | 909,696 | | | 2022 | 375,000 | — | 326,765 | 226,740 | — | 21,687 | 950,192 | | Former Executive | | | | | | | | | | David G. Hopkinson Former President and Chief Operating Officer(9) | 2024 | 1,009,615 | 151,875 | 2,148,960 | 1,511,719 | — | 6,372,001 | 11,194,170 | | | 2023 | 1,218,846 | — | 2,375,020 | 2,435,625 | — | 106,403 | 6,135,894 |
EXECUTIVE COMPENSATION TABLES
| 2024 GRANTS OF PLAN-BASED AWARDS |
EXECUTIVE COMPENSATION TABLES
| OUTSTANDING EQUITY AWARDS AT JUNE 30, 2024 |
EXECUTIVE COMPENSATION TABLES
| 2024 STOCK VESTED |
EXECUTIVE COMPENSATION TABLES
| 2024 PENSION BENEFITS |
Executive Deferred Compensation Plan
| 2024 NONQUALIFIED DEFERRED COMPENSATION |
Quantification of Termination and Severance
| PAY VERSUS PERFORMANCE |
Quantification of Termination and Severance
| Year | Summary Compensation Table Total ($)(1) | | Compensation Actually Paid ($)(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 (Loss) ($000s)(7) | Company Selected Performance Measure | | | PEO 1 (Dolan) | PEO 2 (Lustgarten) | PEO 1 (Dolan) | PEO 2 (Lustgarten) | | | Total Shareholder Return ($)(5) | Peer Group Total Shareholder Return ($)(6) | | Adjusted Operating Income (Loss) ($000s)(8) | | 2024 | 10,154,712 | — | 10,148,755 | — | 4,286,685 | 4,303,720 | 134.08 | 145.28 | 58,771 | 172,242 | | 2023 | 11,020,262 | 12,028,392 | 14,505,755 | 12,879,468 | 4,050,367 | 4,559,706 | 134.02 | 144.03 | 45,628 | 115,045 | | 2022 | — | 8,280,968 | — | 7,609,256 | 5,052,269 | 4,716,445 | 102.80 | 121.64 | 48,880 | 142,211 | | 2021 | — | 6,519,949 | — | 8,013,656 | 3,211,373 | (927,368) | 117.48 | 230.15 | (15,897) | (12,530) |
Analysis of the Information Presented in the Pay versus Performance Table
Analysis of the Information Presented in the Pay versus Performance Table While we utilize several performance measures to align executive compensation with performance, all of those measures are not presented in the Pay versus Performance Table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with CAP for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following graphic descriptions of the relationships between information presented in the Pay versus Performance Table. * The Compensation Committee determined compensation amounts in each year based on AOI as it was defined in the applicable year. The Company amended its definition of AOI during the fourth quarter of the fiscal year ended June 30, 2023 so that the impact of non-cash straight-line leasing revenue associated with the Arena License Agreements is no longer excluded. AOI presented in the Pay versus Performance Table for prior year periods has not been adjusted to reflect this amendment, and is therefore not comparable across periods. If the Company were to adjust AOI for the prior year periods to reflect this amendment, such amounts would be $114,906 in 2022 and $(40,835) in 2021.
Analysis of the Information Presented in the Pay versus Performance Table
| CEO PAY RATIO |
Analysis of the Information Presented in the Pay versus Performance Table
We are providing the following information about the relationship of the median annual total compensation of our employees and the total compensation of Mr. James Dolan, our Executive Chairman and Chief Executive Officer as of June 30, 2024, pursuant to the SEC’s pay ratio disclosure rules set forth in Item 402(u) of Regulation S-K (“Item 402(u)”). The pay ratio is calculated in a manner consistent with the SEC’s pay ratio disclosure rules. To identify our median employee, we first determined our employee population as of June 30, 2024, which consisted of employees located in the U.S. and internationally, representing all full-time, part-time, seasonal and temporary employees employed by the Company on that date. Using information from our payroll records, we then measured each employee’s annual total compensation, consisting of base salary, overtime payments, short and long-term incentives, and sales incentives. For non-U.S. employees paid in local currency, the total annual compensation was translated to U.S. dollars using published exchange rates as of June 30, 2024, and total compensation for full-time employees who were employed for less than the full fiscal year (i.e., full-time employees who were hired during the course of the 2024 fiscal year) was annualized. The Company did not otherwise make any adjustments under Item 402(u). Once we identified the median employee, we then determined that employee’s total compensation, including any perquisites and other benefits, in the same manner that we determined the total compensation of our NEOs for purposes of the Summary Compensation Table above. Given the nature of our business, approximately half of our employee population consists of part-time, seasonal and temporary employees. These employees, by the nature of their limited hours worked during the year, have relatively low total compensation when compared to full-time employees. Item 402(u) does not permit annualized or full-time equivalent adjustments to the compensation of seasonal or temporary employees when identifying our median employee or calculating the pay ratio. Using these guidelines, for the 2024 fiscal year our Executive Chairman and Chief Executive Officer had annualized total compensation of $10,154,712 and the median-compensated employee, a full-time inside sales representative had an annual total compensation of $73,563. The resulting ratio was 138:1. Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio provided above may not be comparable to the pay ratio reported by other companies, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratio.