DEF 14A of Sphere Entertainment Co., Oct 24, 2024

DEF 14A of Sphere Entertainment Co.

Filed Oct 24, 2024 · FY20240001795250-24-000033

Open on EDGAR

  1. TABLE OF CONTENTS

    | 2024 Grants of Plan-Based Awards | 72 | | Outstanding Equity Awards at June 30, 2024 | 74 | | 2024 Option Exercises and Stock Vested | 77 | | 2024 Pension Benefits | 78 | | 2024 Nonqualified Deferred Compensation | 81 | | Employment Agreements | 82 | | Termination and Severance | 90 | | Equity Compensation Plan Information | 96 | | CEO Pay Ratio | 98 | | Pay Versus Performance | 98 | | Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information | 104 | | Proposal 3 — Approval of the Company’s 2020 Employee Stock Plan, as amended | 106 | | New Plan Benefits Table | 112 | | Proposal 4 — Non-Binding Advisory Vote On Named Executive Officer Compensation | 114 | | Our Executive Officers | 115 | | Transactions with Related Parties | 117 | | Relationship Between Us, MSGE, MSGS and AMC Networks | 117 | | Aircraft Arrangements | 121 | | Dolan Family Arrangements | 121 | | Other | 122 | | Certain Relationships and Potential Conflicts of Interest | 123 | | Related Party Transaction Approval Policy | 124 | | Delinquent Section 16(a) Reports | 125 | | Stock Ownership Table | 126 | | Other Matters | 137 | | Stockholder Proposals for 2025 Annual Meeting | 137 | | Advance Notice of Proxy Holders and Qualified Representatives | 138 | | 2024 Form 10-K | 138 | | Annex A — Reconciliation of Non-GAAP Financial Measures | A-1 | | Annex B — 2020 Employee Stock Plan as amended through December 9, 2024 | B-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: ✓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, which 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 Corporate 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 Corporate Governance Guidelines may be viewed at our corporate website at www.sphereentertainmentco.com under Investors — Governance — Corporate Governance. A copy may be obtained by writing to Sphere Entertainment Co., Two Pennsylvania Plaza, New York, NY 10121; Attention: Corporate Secretary. STOCKHOLDER ENGAGEMENT Fostering long-term relationships with our stockholders is a priority for the Company. Engagement helps us gain insight into the issues most important to our stockholders, informing Board discussions and allowing us to consider investors’ views on a range of topics including corporate governance and executive compensation matters. We regularly engage with stockholders, and during the 2024 fiscal year management of the Company engaged with holders of over three-fourths of our Class A Common Stock to discuss our Board, governance and/or 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 this dialogue as part of our efforts to continuously align with stockholders’ interests. 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 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 and divisional 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. 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, Sphere Entertainment Co., 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 SPHR Integrity Hotline, which is operated by a third-party service provider, at 1-844-761-0392 or www.msg.ethicspoint.com. CODE OF CONDUCT AND ETHICS

  3. 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.sphereentertainmentco.com under Investors — Governance — Corporate Governance. In addition, a copy may be obtained by writing to Sphere Entertainment Co., 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. 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, as well as by the presence on our Board of a director elected by our Class B stockholders who meets the NYSE standards of independence. Assuming all of the director nominees are elected at the annual meeting, our actual Class A director representation will be 25% of the Board, meeting the percentage required by our Certificate of Incorporation, and independent director representation will be approximately 31%. Our Board believes that the Company and its stockholders will benefit from the continuity of the current independent directors and their collective deep business expertise. We welcome their combined insights as we continue to pursue our strategies to create long-term stockholder 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: Joseph J. Lhota, Joel M. Litvin, John L. Sykes, Vincent Tese and Carl E. Vogel. In reaching its determination, the Board considered the following: •Mr. Lhota served as a director of MSGN (a company that was also controlled by the Dolan family) from 2016 until the Networks Merger in July 2021, and previously served as an Executive Vice President of MSGN from 2010 to 2011 and Executive Vice President of Cablevision from 2002 to 2010. In addition, Mr. Lhota served as a director of MSGS (formerly The Madison Square Garden Company) from 2017 until the 2020 Distribution Date. The Board determined that these relationships are not material and that Mr. Lhota is independent within the meaning of the rules of the NYSE and the SEC. •Mr. Litvin served as a director of MSGN from 2015 until the Networks Merger in July 2021. The Board has determined that this relationship is not material and that Mr. Litvin is independent within the meaning of the rules of the NYSE and the SEC. •Mr. Sykes served as a director of MSGN from 2015 until the Networks Merger in July 2021. In addition, Mr. Sykes is a non-executive officer of iHeart Media, Inc., which has entered into routine commercial transactions with the Company in connection with hosting events at the Company’s historical venues. The Board has determined that these relationships are not material and that Mr. Sykes is independent within the meaning of the rules of the NYSE and the SEC. •Mr. Tese served as a director of MSGN from 2010 to 2015. In addition, Mr. Tese has served as a director of MSGS since 2015 and AMC Networks Inc. (“AMC Networks”) (a company that is also controlled by the Dolan family) since 2016. His brother was employed by Sphere Entertainment Group, LLC (formerly MSG Entertainment Group, LLC), a subsidiary of the Company, in a non-executive officer position from September 2015 until August 2020. Mr. Tese’s brother was re-hired in December 2021 in a non-executive officer position and his employment was transferred to a subsidiary of MSGE in connection with the MSGE Distribution. Mr. Tese’s brother was also employed by a subsidiary of MSGN in a non-executive officer position from 2005 until September 2015. The Board determined that these relationships are not material and Mr. Tese is independent within the meaning of the rules of the NYSE and the SEC. •Mr. Vogel has served as a director of AMC Networks since June 2013. The Board determined that this relationship is not material and Mr. Vogel is independent within the meaning of the rules of the NYSE and the SEC. 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 Corporate 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 at least 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 Corporate 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.

  4. 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 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 MEETINGS The Board met six times during the fiscal year ended June 30, 2024. All of the directors who were on the Board during the 2024 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 the 2024 fiscal year. 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. 14 of the directors who were then on the Board attended the 2023 annual stockholders’ meeting. COMMITTEES Our Board has two standing committees comprised solely of independent directors: the Audit Committee and the Compensation Committee.

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

  6. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($)(4) | | Charles F. Dolan | 75,000 | 152,196 | 227,196 | | Charles P. Dolan | 75,000 | 152,196 | 227,196 | | Kristin A. Dolan | 75,000 | 152,196 | 227,196 | | Marianne Dolan Weber | 75,000 | 152,196 | 227,196 | | Paul J. Dolan | 75,000 | 152,196 | 227,196 | | Quentin F. Dolan | 75,000 | 152,196 | 227,196 | | Thomas C. Dolan | 75,000 | 152,196 | 227,196 | | Joseph J. Lhota | 70,000 | 152,196 | 222,196 | | Joel M. Litvin | 75,000 | 152,196 | 227,196 | | Brian G. Sweeney | 75,000 | 152,196 | 227,196 | | John L. Sykes | 100,000 | 152,196 | 252,196 | | Vincent Tese | 90,000 | 152,196 | 242,196 | | Isiah L. Thomas III | 75,000 | 152,196 | 227,196 | | Carl E. Vogel | 105,000 | 152,196 | 257,196 |

  7. Director Compensation Table

    (1)These amounts represent Board retainer and meeting fees earned during the fiscal year ended June 30, 2024. 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. (2)This column reflects the grant date fair market value of 4,660 restricted stock units granted on December 8, 2023, to each non-employee director. Such grant date fair market value was 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 value set forth in our directors’ compensation program because the 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 current non-employee director, the aggregate number of restricted stock units held as of June 30, 2024 is as follows: Charles F. Dolan, 22,433 units; Charles P. Dolan, 12,801 units; Kristin A. Dolan, 16,861 units; Marianne Dolan Weber, 12,801 units; Paul J. Dolan, 19,409 units; Quentin F. Dolan, 12,801 units; Thomas C. Dolan, 22,433 units; Joseph J. Lhota, 21,296 units; Joel M. Litvin, 17,730 units; Brian G. Sweeney, 22,433 units; John L. Sykes, 19,566 units; Vincent Tese, 12,801 units; Isiah L. Thomas, 12,801 units; and Carl E. Vogel, 8,732 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 did not exceed $10,000 for any director.

  8. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS Our Board has nominated 16 candidates for election to the Board at the annual meeting. Of the 16 director nominees, four are to be elected by the holders of our Class A Common Stock and twelve are to be elected by the holders of our Class B Common Stock. All 16 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 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:

  9. PROPOSAL 1 — ELECTION OF DIRECTORS

    | JAMES L. DOLAN – Age 69 |

  10. Class B Director since November 21, 2019

    Class B Director since November 21, 2019 Other Public Company Directorships: AMC Networks Inc. (NASDAQ: AMCX), Madison Square Garden Entertainment Corp. (NYSE: MSGE), Madison Square Garden Sports Corp. (NYSE: MSGS)

  11. Career Highlights

    Career Highlights Mr. Dolan has served as a director, the Executive Chairman and Chief Executive Officer of the Company since November 2019. Mr. Dolan has also served as a director and the Executive Chairman and Chief Executive Officer of MSGE since December 2022, and as a director and the Executive Chairman of MSGS since 2015 and as its Chief Executive Officer since May 2024. 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 a director and the Executive Chairman of MSGN from 2009 until the Networks Merger in July 2021, the Chief Executive Officer of MSGS from November 2017 to April 2020 and the Chief Executive Officer of Cablevision Systems Corporation (“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 Cablevision from 1991 to 2016. Mr. Dolan is the son of Charles F. Dolan, the spouse of Kristin A. 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, MSGE, and MSGS, as well as experience in various positions with Cablevision, including as its Chief Executive Officer, and in various positions with MSGN 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, MSGE, MSGS, MSGN, AMC Networks and Cablevision, our Board has concluded that James L. Dolan should serve as a director of the Company.

  12. Career Highlights

    | CHARLES F. DOLAN – Age 98 |

  13. Career Highlights

    Other Public Company Directorships: Madison Square Garden Entertainment Corp. (NYSE: MSGE), Madison Square Garden Sports Corp. (NYSE: MSGS)

  14. 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 MSGE since April 2023, MSGS since 2015, and previously served as a director of AMC Networks from 2011 to 2024, MSGN from 2009 until the merger with the Company in July 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 Kristin A. Dolan and Brian G. Sweeney, the uncle of Paul J. Dolan and the grandfather of Charles P. Dolan, Quentin F. Dolan and Ryan T. Dolan.

  15. Executive Compensation Program Objectives and Philosophy

    | Principle | Implementation | | A significant portion of compensation opportunities should be at risk. | •The majority of executive compensation is at risk and based on stockholder returns as well as the Company’s performance against predetermined financial performance targets. | | Long-term performance incentives should generally outweigh short-term performance incentives. | •Incentive compensation focuses more heavily on long-term rather than short-term accomplishments and results. | | Executive officers should be aligned with our stockholders through equity-based compensation. | •Equity-based compensation comprises a substantial portion of executive compensation, ensuring alignment with stockholder interests. •In addition to the use of restricted stock units and performance stock units as part of long-term incentives, significant alignment was enhanced through the off-cycle grant of FY24 premium priced performance options to Mr. Dolan, Ms. Koester and a select team of personnel who are key contributors to the success of Sphere. See “— Elements of our Compensation Program — Fiscal Year 2024 Premium Price Performance Options.” | | The compensation structure should enable the Company to attract, retain, motivate and reward the best talent in a competitive industry. | •The overall executive compensation program is competitive, equitable and thoughtfully structured so as to attract, retain, motivate and reward talent. •The Compensation Committee focuses on total direct compensation, as well as individual compensation elements when providing competitive compensation opportunities. |

  16. 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 incentive program provides 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 reportable segment revenue and AOI to be key financial measures of its financial operating performance. As such, our Compensation Committee has reflected these performance measures in our annual incentive plan, along with other specific strategic measures. Prior to the spin-off of the Company’s traditional live entertainment business, our long-term incentive program historically consisted of a mix of restricted stock units and performance stock units with financial performance targets set by the Compensation Committee based on the Company’s long-range plan, as reviewed by the Board. At the time of the spin-off, the Company’s performance stock units granted in fiscal years 2022 and 2023 were based on performance targets tied to total company net revenue and total company business unit adjusted operating income that aligned to the Company’s pre-spin long-range plan. Payouts under these performance stock units were to be measured against actual performance at the end of fiscal year 2024 (in the case of the awards made in fiscal year 2022) and at the end of fiscal year 2025 (in the case of the awards made in fiscal year 2023). As a result of the spin-off of MSGE, however, and the resulting new size, structure, and business model of the Company following the spin-off, the prior performance targets associated with these earlier awards over the three-year performance cycle were no longer applicable. In addition, with respect to long-term incentive awards for fiscal year 2024, because the Company’s long-range plan was still being assessed at the time, in September 2023, the Compensation Committee approved the grant of performance stock units without setting the performance targets for the three-year performance cycle, but with a view to setting the performance targets at a later date, once the Company’s long-range plan was finalized. As time progressed during the fiscal year, a number of factors rendered it impracticable to amend the performance goals for the previously outstanding performance stock units granted in fiscal year 2022 and 2023, and to set performance goals for the performance stock units made in fiscal year 2024. These included the contemplated change in the Company’s fiscal year-end from June 30 to December 31 and the continued assessment, review and development of the Company’s long-range plan, given the uniqueness of Sphere in Las Vegas, The Sphere Experience and the Sphere business model and the Company’s focus on creating a next-generation entertainment medium. As a result of these challenges, and given that a long-range plan had not been finalized and presented to the Board for review, the Compensation Committee determined in March 2024 to deem (i) all outstanding Company performance stock units (excluding certain Company performance stock units granted to certain employees of MSGE; for more information, see “Compensation Discussion and Analysis — Awards Issued in Connection with the MSGE Distribution”) and (ii) any Company performance stock units granted during the remainder of the 2024 fiscal year, earned at 100% of target and no longer subject to performance-based vesting requirements, but with such awards continuing to be subject to service-based cliff-vesting after three-years. These are collectively described as the "Converted PSUs". Following the change in fiscal year-end, subject to the Board’s review of the applicable long-range plans that correlate to performance targets during the applicable performance period, the Compensation Committee intends to revisit the historical practice of granting a mix of (i) performance-based awards, and (ii) restricted stock units, the value of which is tied to the performance of the market value of Class A Common Stock. The value of the Converted PSUs remains tied to the performance of the market value of Class A Common Stock, which we believe directly aligns the NEOs with stockholders’ interests to increase stockholder value and provides the NEOs with a continuing stake in the long-term success of the Company. In addition, the Converted PSUs continue to vest in their entirety following a three-year period after the grant date (i.e., cliff vesting), which provides a strong retention element that encourages long-term service by the Company’s executives. During fiscal year 2024, the Compensation Committee also granted “off-cycle” FY24 premium priced performance options to Mr. Dolan, Ms. Koester, and a select team of personnel who are key contributors to the success of Sphere, to incentivize and retain this successful team, and further enhance their focus on long-term value creation for stockholders. The table below summarizes the elements of our general compensation program for the 2024 fiscal year and how each element was linked to Company performance.

  17. Elements of Fiscal Year 2024 Compensation & Performance Objectives

    (1)See “ — Elements of Our Compensation Program — Long-Term Incentives — Performance Stock Units,” for further information on the Company’s Converted PSUs and the Compensation Committee’s determination to deem Company performance stock units to be earned at 100% of target.

  18. Average NEO Pay Mix(1)(2)(3)

    Average NEO Pay Mix(1)(2)(3) (excluding Executive Chairman and Chief Executive Officer) ______________ (1)Reflects the allocation of base salary, annual target bonus opportunity, and long-term incentive award target value as set forth in each current NEO’s employment agreement for the 2024 fiscal year (other than Ms. Koester as noted below), as well as the annualized grant date fair value of the FY24 premium priced performance options granted to Mr. Dolan and Ms. Koester (based on the grant date fair value divided by the three-year vesting period). Although in accordance with her employment agreement for the 2024 fiscal year Ms. Koester received prorated target bonus opportunities and long-term incentive target values given her start date of February 5, 2024, the above chart reflects her full base salary, annual target bonus opportunity, and long-term incentive award target value. (2)As described below under “Executive Compensation Tables — Employment Agreements — Andrea Greenberg,” if Ms. Greenberg terminates her employment prior to September 1, 2024 for any reason on at least three months' prior written notice, then, subject to timely execution and non-revocation of a separation agreement, the time-based restrictions on each of Ms. Greenberg's outstanding restricted stock units and performance stock units will immediately be eliminated. Since the value of Ms. Greenberg's long-term incentive awards for the 2024 fiscal year is subject to our stock price performance, such awards have been included in the “At-Risk” value shown. (3)Sum of compensation elements or the “At-Risk” value shown may not add to 100% (or “At-Risk” value) due to rounding.

  19. Mr. Dolan’s Renewal Employment Agreement

    Mr. Dolan’s Renewal Employment Agreement On June 30, 2024, the Company entered into a renewal employment agreement with Mr. Dolan, effective July 1, 2024, and with a term expiring on June 30, 2027. In late March 2024, counsel for Mr. Dolan and the Compensation Committee's independent legal counsel began discussions regarding the renewal employment agreement because his then existing employment agreement had a scheduled expiration date of June 30, 2024. The Compensation Committee previously had made independence determinations relating to its independent legal counsel and its independent compensation consultant and authorized that 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, with supporting documentation from their outside compensation consultant (the “Initial Proposal”). The compensation structure of the Initial Proposal differed from the compensation structure in the existing employment agreement in that it significantly reduced annual target cash compensation (base salary and bonus opportunity) and placed significant weight on the annual target long-term incentive component (in the form of performance vesting options, a substantial portion of which was proposed to be granted at the outset of the renewal term). The annual target total direct compensation set forth in the Initial Proposal represented an increase over what was provided for in 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 and, in the course of its review and analysis, took into account the terms of the Initial Proposal as well as the annualized value during the proposed renewal term of the “off cycle” FY24 premium priced performance options previously granted to Mr. Dolan in October 2023. 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 incorporated the reduced level of annual base salary and target bonus opportunity, but provided for a lower annual target long-term incentive component than that provided in the Initial Proposal (with the design of the annual performance equity compensation subject to further negotiation) (the “Committee Response”). As a result of the difference between the Initial Proposal and the Compensation Committee Response, the Compensation Committee's independent legal counsel and counsel for Mr. Dolan engaged in negotiations during 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 the 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 and performance vesting options, the Compensation Committee considered the “start-up” character of the Company's Sphere business and reviewed and analyzed a range of compensation related information, including industry specific and general market compensation data, the Company’s total stockholder return performance, various design features of the proposed long-term incentive equity awards (including the performance period, performance vesting hurdles, service vesting conditions, and the impact on various valuation considerations), the potential impact of the proposed long-term incentive equity awards on the Company's run rate and dilution, the terms of Mr. Dolan’s then existing employment agreement, his current and historical compensation, Mr. Dolan’s role, responsibilities and contribution, a comprehensive tally sheet and other factors viewed by the Compensation Committee as relevant. For more information on Mr. Dolan's renewal agreement, see “Executive Compensation Tables — Employment Agreements — James L. Dolan” below.

  20. 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, 2024, the services provided by the independent compensation consultant to the Compensation Committee 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 (i) the renewal employment agreement entered into on June 30, 2024, with the Executive Chairman and Chief Executive Officer (and related grant of performance vesting options), (ii) a new employment agreement with the Executive Vice President, Chief Financial Officer and Treasurer and (iii) a new employment agreement and subsequent amendment with the President and Chief Operating Officer of Sphere (and related grant of FY24 premium priced performance options); •Assisting with compensation-related matters following the MSGE Distribution, including with respect to the Converted PSUs; •Advising on the design of the executive compensation program (including perquisites) and the reasonableness of individual compensation targets and awards, including with respect to the grant of off-cycle FY24 premium priced performance options; •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 incorporate 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.

  21. Performance Objectives

    Performance Objectives As described below under “— Elements of Our Compensation Program,” performance-based incentive compensation is an important element of the Company’s executive compensation program. The 2024 fiscal year annual incentive performance objectives are generally based on revenue and AOI of the Company's Sphere and MSG Networks reportable segments. The Company considers these performance objectives to be key measures of the Company’s financial operating performance. The Company defines “AOI,” which is a non-U.S. GAAP financial measure, as operating income (loss) before (i) depreciation, amortization and impairments of property and equipment, goodwill and intangible assets, (ii) amortization for capitalized cloud computing arrangement costs, (iii) share-based compensation expense, (iv) restructuring charges or credits, (v) merger and acquisition-related costs, net of insurance recoveries, (vi) gains or losses on sales or dispositions of businesses and associated settlements, (vii) the impact of purchase accounting adjustments related to business acquisitions, and (viii) gains and losses related to the remeasurement of liabilities under the Company’s executive deferred compensation plan. The performance measures used for purposes of annual incentives or long-term awards may contemplate certain potential future adjustments and exclusions.

  22. 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 listed 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.

  23. Determining Compensation Levels; Benchmarking

    | ELEMENTS OF OUR COMPENSATION PROGRAM |

  24. 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 was employed by MSGS and MSGE as each company’s Executive Chairman and Chief Executive Officer during the fiscal year ended June 30, 2024, and received separate compensation from MSGS and MSGE. While the Compensation Committee is aware that Mr. Dolan also receives compensation for services rendered to MSGS and MSGE, its own compensation decisions are based on its independent assessment and application of the compensation goals and objectives of the Company. Mr. Granville-Smith was employed by MSGS and AMC Networks during the fiscal year ended June 30, 2024, and received separate compensation from MSGS and AMC Networks. While the Compensation Committee is aware that Mr. Granville-Smith also receives compensation for services rendered to MSGS and AMC Networks, its 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 MSGS and MSGE, see MSGS’s and MSGE’s 2024 Definitive Proxy Statements, respectively. For more information regarding the compensation of Mr. Granville-Smith by MSGS, see MSGS’s 2024 Definitive Proxy Statement.

  25. Annual Cash Incentives

    Annual Cash Incentives Overview Annual cash incentives earned for performance in the 2024 fiscal year were determined by performance against goals established by the Compensation Committee under the Management Performance Incentive Plan (“MPIP”), except with respect to Mr. Byrnes, whose MPIP award was conditioned 50% on performance against goals set by the Compensation Committee and 50% on performance against goals set by the compensation committee of his prior employer, MSGE, as further discussed below. 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 reportable segment revenue and AOI targets for the 2024 fiscal year, as well as certain predetermined business unit strategic objectives (and with respect to Mr. Byrnes’ award, based 50% on MSGE performance 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 were conditioned upon the satisfaction of predetermined financial and strategic objectives of the Company (and with respect to 50% of Mr. Byrnes’ award, conditioned upon the satisfaction of predetermined financial and strategic objectives of MSGE, where he had been employed for a substantial portion of the fiscal year). For the 2024 fiscal year, the Company applied a financial and strategic objectives weighting system, with performance against the financial and strategic objectives each weighted 50% for all business units. In connection with our fiscal year 2024 MPIP, we had six business units, consisting of Corporate, MSG Networks, Sphere Commercialization, Sphere Venue Operations, Sphere Ventures & Sphere Studios, and Sphere Development & Construction, each with their own strategic goals. The financial results for the Corporate business unit (including our NEOs other than Mses. Koester and Greenberg) were based 80% on Sphere reportable segment financial results and 20% on MSG Networks reportable segment financial results. The financial results for the Sphere Commercialization and Sphere Venue Operations business units (including Ms. Koester) were based 100% on Sphere reportable segment financial results. The financial results for the MSG Networks business unit (including Ms. Greenberg) were based 100% on MSG Networks reportable segment financial results. The weighting between financial and strategic objectives continues to reflect the Company’s long-term goals for transformative strategic growth and development, including the growth of Sphere.

  26. Annual Cash Incentives

    | Performance Against Financial Objectives 50% | + | Performance Against Strategic Objectives 50% | = | MPIP Result 100% |

  27. Annual Cash Incentives

    As discussed in “Performance Targets & Achievement Levels” below, the adjusted payout level of the annual cash incentives was determined to be: 100.0% for the Corporate business unit; 100.0% for the blended Sphere Commercialization and Sphere Venue Operations business units (based on a weighting of 80% and 20%, respectively); and 108.2% for the MSG Networks business unit. Pursuant to the terms of Mr. Byrnes’ employment agreement, Mr. Byrnes’ annual cash incentive for the 2024 fiscal year was conditioned 50% on the performance of the Company and 50% on the performance of his prior employer, MSGE. With respect to the Company portion of Mr. Byrnes’ annual incentive award, performance was assessed against the financial and strategic objectives of the Corporate business unit, as determined by the Compensation Committee. With respect to the MSGE portion of Mr. Byrnes’ annual incentive award, performance was assessed against the financial and strategic objectives of MSGE, as determined by the compensation committee of MSGE. As a result of the adjusted Company and MSGE results, the payout level of Mr. Byrnes’ annual cash incentive was determined to be 126.5% (for more information regarding MSGE’s 2024 fiscal year annual incentive objectives, please see MSGE’s 2024 Definitive Proxy Statement). 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 (with potential payouts not to exceed 200% of target). 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 (or contained, in the case of former executives) a minimum target annual incentive award level. The Compensation Committee reviews 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 2024 fiscal year annual incentive payouts, as determined by the Compensation Committee. The annual incentive payouts are described in more detail below.

  28. Annual Cash Incentives

    | Name | 2024 Fiscal Year Base Salary(1) | Target Incentive (% of Base Salary) | Calculated 2024 Fiscal Year MPIP as a % of Target | Adjusted 2024 Fiscal Year MPIP as a % of Target(2) | Adjusted 2024 Fiscal Year Annual Incentive Award | | Current NEOs | | | | | | | James L. Dolan | $1,000,000 | 200% | 62.4% | 100.0% | $2,000,000 | | David F. Byrnes(3) | $1,000,000 | 100% | 107.7% | 126.5% | $1,265,000 | | Jennifer Koester(4) | $1,450,000 | 150% | 53.3% | 100.0% | $906,250 | | Andrea Greenberg | $1,350,000 | 150% | 108.2% | 108.2% | $2,190,645 | | David Granville-Smith | $800,000 | 100% | 62.4% | 100.0% | $800,000 | | Gregory Brunner | $450,000 | 40% | 62.4% | 100.0% | $180,000 | | Former Executive | | | | | | | Gautam Ranji(5) | $625,000 | 100% | 62.4% | 100.0% | $208,333 |

  29. Annual Cash Incentives

    (1)Reflects the current NEOs’ base salaries as of the conclusion of the 2024 fiscal year and Mr. Ranji's base salary as of his separation date. (2)As discussed below under “Performance Targets & Achievement Levels,” in recognition of the Sphere segment's operational accomplishments during the 2024 fiscal year, which are not fully recognized in the calculated payout percentages, the Compensation Committee determined to adjust the MPIP payout percentage for business units tied to Sphere segment results, resulting in an MPIP payout at target for all executive officers except Ms. Greenberg (who is within the MSG Networks segment). (3)As described above, pursuant to the terms of his employment agreement, Mr. Byrnes’ 2024 fiscal year annual incentive payout was based 50% on the performance of his prior employer, MSGE, and 50% on the performance of the Company. (4)Pursuant to the terms of her employment agreement, Ms. Koester received a prorated 2024 fiscal year annual incentive payout (based on the number of months remaining in the fiscal year as of her start date divided by 12). The amount in the table above reflects such proration. In addition, pursuant to the terms of her employment agreement, Ms. Koester was also provided a one-time cash award in the amount of $400,000, which was intended to compensate her for forfeited compensation from her previous employer and which is not included in the table above. Ms. Koester will be required to repay a prorated amount of the one-time cash award in the event of (i) her resignation (other than for “good reason” or due to her death or disability) or (ii) her termination by the Company for “cause,” each prior to February 5, 2025. (5)With respect to Mr. Ranji, 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 November 3, 2023. See “Executive Compensation Tables — Termination and Severance” for a description of the benefits paid to Mr. Ranji upon his separation from the Company. Performance Targets & Achievement Levels Financial Component (50%): For the fiscal year ended June 30, 2024, the MPIP financial performance objectives included rigorous reportable segment revenue and AOI targets, with potential payouts under this component ranging from 0-200% of target. The financial component of the MPIP was determined after assessing financial performance against the predetermined targets. The MPIP provides for certain limited, pre-approved adjustments when evaluating the financial performance against the predetermined objectives. The measurement against the adjusted targets for the 2024 fiscal year provided the following calculated results:

  30. Annual Cash Incentives

    | Financial Metrics (Weighting) | | 2024 Fiscal Year Calculated Results | | | Sphere Reportable Segment Results | Sphere Reportable Segment Revenue (70%) | 9.36% of target | 6.55% of target | | | Sphere Reportable Segment AOI (30%) | 0.0% of target | | | MSG Networks Reportable Segment Results | MSG Networks Reportable Segment Net Revenue (50%) | 84.40% of target | 88.61% of target | | | MSG Networks Reportable Segment AOI (50%) | 92.81% of target | |

  31. Annual Cash Incentives

    Corporate Business Unit Goals & Achievement: Based on the performance against the Sphere reportable segment predetermined financial performance objectives (weighted at 80%) and MSG Networks segment predetermined financial performance objectives (weighted at 20%), the calculated result of the financial component of the MPIP for the Corporate business unit (applicable to the NEOs other than Mses. Koester and Greenberg), giving effect to the payment provisions of the MPIP, was 23.0% of target. Sphere Commercialization and Sphere Venue Operations Business Units Goals & Achievement: Based on the performance against the Sphere reportable segment predetermined financial performance objectives, the calculated result of the financial component of the MPIP for the Sphere Commercialization and Sphere Venue Operations business units (applicable to Ms. Koester), giving effect to the payment provisions of the MPIP, was 6.55% of target. MSG Networks Business Unit Goals & Achievement: Based on the performance against the MSG Networks reportable segment predetermined financial performance objectives, the calculated result of the financial component of the MPIP for the MSG Networks business unit (applicable to Ms. Greenberg), giving effect to the payment provisions of the MPIP, was 88.61% of target. Strategic Component (50%): For the fiscal year ended June 30, 2024, the MPIP also included a performance component that measured achievement against relevant strategic goals which are reviewed and approved by the Compensation Committee at the beginning of each year. Goal Setting Process: Each year, numerous specific goals that are aligned with the Company’s broad strategic initiatives are established for each business unit. Discrete milestones and tactics are enumerated to measure year-end achievement of these goals. As part of this process, each goal (and its related tactics) is assigned a weight, and at the end of the fiscal year, each goal and tactic’s level of achievement is evaluated and assigned a rating of 0-200%. Taking into account the weighted rating of each goal and underlying milestones and tactics, these ratings are then used to derive the overall strategic score for each business unit. Corporate Business Unit Goals & Achievement: The strategic component for NEO payouts under the MPIP (except for Mses. Koester and Greenberg) was calculated based on the extent to which specific goals for the Corporate business unit were achieved in the 2024 fiscal year. As discussed below, the strategic component for the payout to Ms. Koester under the MPIP was based on specific goals for the Sphere Commercialization and Sphere Venue Operations business units, and the payout to Ms. Greenberg was based on specific goals for the MSG Networks business unit. In fiscal year 2024, the Corporate business unit’s strategic component focused on numerous core strategies aimed at establishing structures and policies to drive value. During the year, the Company expanded corporate responsibilities and staffing to achieve strategic priorities and business unit goals that included: •Continued to improve how shared-service finance functions from MSGE support the Company, with increased focus on monthly forecasting, tracking key performance indicators, financial models and liquidity to drive actionable insights for the Company’s financial and operational teams, including: ◦Fully drew down on the $65 million delayed draw term loan facility with MSGE in July 2023 and repaid all outstanding amounts under the facility using approximately 1.9 million shares of the MSGE Class A common stock in August 2023; ◦Raised approximately $257 million of net proceeds from the sale of the Company’s remaining approximately 8.2 million shares of MSGE Class A common stock in September 2023; and ◦Completed a convertible debt financing in December 2023 for aggregate net proceeds of approximately $236 million. •Management partnered on a variety of business items, including construction and zoning/planning matters that led to the successful opening of Sphere in Las Vegas in September 2023, the protection of Sphere intellectual property, strategic investments, and the exploration of other potential Sphere locations; •Executed a comprehensive security operations plan centered around protecting our employees, guests, talent, vendors, venue and more; and •Delivered reliable technology services to our employees and guests through an advanced technology infrastructure. 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 business unit was achieved at 101.9% of target. Sphere Commercialization and Sphere Venue Operations Business Units Goals & Achievement: The strategic component for Ms. Koester’s payout under the MPIP was calculated based on the extent to which specific goals for the Sphere Commercialization and Sphere Venue Operations business units were achieved in the 2024 fiscal year, weighted at 80% and 20%, respectively. In the 2024 fiscal year, the Sphere Commercialization and Sphere Venue Operations business units' strategic components focused on numerous initiatives, with a heavy focus on driving value. During the year, the Company broadly expanded the commercialization of Sphere to drive global awareness and continuously improved venue operations to deliver a premium experience, achieving goals that included: Broad commercialization for Sphere: •Generated over $265 million in revenues for The Sphere Experience during fiscal year 2024 through a strategic mix including pricing, scaling, group ticketing, distribution and merchandising, and built a robust network of third-party and group sales channels to drive sales; •Developed and executed innovative and efficient marketing plans that expanded global awareness of Sphere and highlighted the unique features of The Sphere Experience, including by building robust databases and customer segmentation for customized campaigns, developing original content and increasing international visitation; •Enhanced branding and creative functions by building a dedicated production capacity that aims to service a majority of all Exosphere productions, improving scale, delivery, speed and efficiency; and •Developed and executed premium hospitality strategy and sponsorship deals to drive recurring annual revenue. Continuously improving venue operations to deliver a best in-class experience for guests, performers and employees: •Ensured all venue systems were installed, approved and commissioned before venue opening and trained venue operating staff on physical systems as necessary; •Evaluated, developed, and executed an overall guest experience strategy, addressing parking, arrival and departure processes, and opportunities to improve food, beverage, and merchandise offerings, as well as contingency planning; •Optimized facilities and scheduling to improve overall venue utilization, including the ability to host different event types in a single day; •Analyzed the venue's staffing needs given the developing event calendar to ensure the appropriate administrative and event staffing to support a 24/7, 365 operation; and •Shared insights with development and construction teams and other business partners within the Company to evaluate venue operations design and business plan for possible future venue opportunities. Based on the performance against these predetermined goals of the Sphere Commercialization and Sphere Venue Operations business units, the Compensation Committee determined the payout result of the strategic component of the MPIP for Ms. Koester, based on the weighted payout results of the Commercialization and Sphere Venue Operations business units (weighted at 80% and 20%, respectively), was achieved at 100.0% of target.

  32. Annual Cash Incentives

    MSG Networks Business Unit Goals & Achievement: The strategic component for Ms. Greenberg’s payout under the MPIP was calculated based on the extent to which goals for the MSG Networks business unit were achieved in the 2024 fiscal year. In the 2024 fiscal year, the MSG Networks business unit’s strategic component focused on optimizing the core regional sports network business while driving cost efficiencies and scaling our DTC business MSG+, achieving goals that included: •Renewed affiliation agreements with several distributors, including a multi-year agreement with a major affiliate; •Reached a multi-year rights renewal agreement with the NHL’s New Jersey Devils; •Grew advertising revenues, primarily driven by MSG+; •Optimized MSG+ for its inaugural 2023/24 season, and generated distribution revenues through MSG+ monthly and annual subscriptions, as well as per-game purchases; and •Evaluated strategic alliances with programming and marketing partners, including YES, which led to the formation of GAME. Based on the performance against these predetermined MSG Networks goals, the Compensation Committee determined the payout result of the strategic component of the MPIP for the MSG Networks business unit was achieved at 127.8% of target.

  33. Discretionary Adjustment for Business Units Tied to Sphere Segment Results

    Discretionary Adjustment for Business Units Tied to Sphere Segment Results Upon review of the calculated MPIP payout level for business units tied to the Sphere segment results, and based on recommendations from management and in consultation with the independent compensation consultant, the Compensation Committee determined the calculated results did not fully recognize the important Sphere segment achievements during the 2024 fiscal year and properly reward employees for their significant contributions. In particular, the 2024 fiscal year was a noteworthy year as it was the inaugural year for the Sphere segment, in which management opened and operated the next generation entertainment medium and successfully learned and adapted during the year to deliver a number of important milestones. These milestones were not only significant during the 2024 fiscal year but are also key to the Company’s long term-strategy and growth. Some of these 2024 fiscal year accomplishments included: •Successfully opening the Sphere in Las Vegas on September 29, 2023, and hosting millions of guests across more than 700 events; •Welcoming global rock band U2 for a total of 40 sold-out concerts, which was followed by 4 shows from Phish and 18 shows from Dead & Company (as part of their 30-concert total run through August 2024); ◦Premiering the Company’s original content category – The Sphere Experience – on October 6, 2023; ◦Hosting an array of marquee sports and corporate events, including the inaugural Formula 1 Las Vegas Grand Prix, the 2024 NHL Draft, and the venue’s first corporate keynote event with Hewlett Packard Enterprise; •Launching Sphere’s Exosphere – the venue's exterior and world’s largest fully-programmable LED screen – on July 4, 2023 and welcoming numerous global brands during fiscal year 2024; and •Making strategic leadership changes within the Sphere segment with the goal of positioning the Company for long-term growth. In addition, management and the Compensation Committee recognize the importance of retaining, motivating and rewarding the Company’s talent in a competitive industry. In light of these considerations, and given that the MPIP provides the Compensation Committee with flexibility to make equitable adjustments, the Compensation Committee determined to adjust the MPIP payout percentage for business units tied to Sphere segment results (including the Corporate, Sphere Commercialization and Sphere Venue Operations business units), resulting in an MPIP payout at target for all executive officers except Ms. Greenberg (who is within the MSG Networks segment). Annual Cash Incentive Payout: As discussed above, the payout level of the annual cash incentives was determined to be: 100.0% for the Corporate business unit; 100.0% for the blended Sphere Commercialization and Sphere Venue Operations business units (based on a weighting of 80% and 20%, respectively); and 108.2% for the MSG Networks segment.

  34. 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 restricted stock units and performance stock units (Converted PSUs). As noted above, the decision to deem performance stock units granted during the 2024 fiscal year earned at 100% of target and no longer subject to performance-based vesting requirements occurred as a result of the unique circumstances associated with the spin-off of MSGE and the new business strategies being developed for Sphere. See “— Elements of Fiscal Year 2024 Compensation & Performance Objectives,” for further information on the Company’s Converted PSUs and the Compensation Committee’s determination. The shift for the fiscal year ended June 30, 2024 is not intended to represent a change from the Company’s plan design for the equity mix comprising long-term compensation. 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:

  35. 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 | | Converted PSUs | 50% | ✓Share-based award establishes direct alignment with our stock price performance and stockholder interests ✓Cliff-vest after three years |

  36. 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. Pursuant to Mr. Dolan’s renewal employment agreement, effective July 1, 2024, in lieu of participating in the Company’s long-term incentive program and subject to his continued employment by the Company and approval of the Company’s 2020 Employee Stock Plan, as amended (Proposal 3), Mr. Dolan (i) was granted on July 1, 2024, non-qualified performance vesting options to purchase 1,800,000 shares of Class A Common Stock, and (ii) is entitled to receive non-qualified performance vesting options to purchase 984,700 shares of Class A Common Stock, which shall be granted on the first business day of the 2025 calendar year, provided that if material non-public information exists at such time, the Compensation Committee may delay such grant for up to five business days after the date on which no such material non-public information exists. See “Executive Compensation Tables — Employment Agreements — James L. Dolan” and “Proposal 3 — Approval of the Company’s 2020 Employee Stock Plan, as Amended” for further details. 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 awards of restricted stock units shown in the table below to the NEOs for the fiscal year ended June 30, 2024 pursuant to the Company’s 2020 Employee Stock Plan, as amended (the “Employee Stock Plan”) and, in the case of Ms. Greenberg, the MSG Networks Inc. 2010 Employee Stock Plan, as amended and assumed by the Company in the Networks Merger (“MSGN’s Employee Stock Plan”).

  37. Long-Term Incentives

    | Name | Restricted Stock Units | Grant Date Fair Value(1) | | Current NEOs | | | | James L. Dolan | 80,689 | $2,948,376 | | David F. Byrnes(2) | 1,124 | $46,579 | | Jennifer Koester(3) | 20,487 | $848,981 | | Andrea Greenberg | 33,957 | $1,240,789 | | David Granville-Smith | 26,897 | $982,816 | | Gregory Brunner | 4,438 | $162,165 | | Former Executive | | | | Gautam Ranji | 10,087 | $368,579 |

  38. 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 approval by the Compensation Committee. (2)This amount was granted in April 2024 to reflect the long-term incentive opportunity for fiscal year 2024 under Mr. Byrnes’ employment agreement with the Company. Prior to re-joining the Company, Mr. Byrnes received an award of 26,464 MSGE restricted stock units ($820,384 grant date fair value) granted by the MSGE compensation committee in September 2023 in accordance with his employment agreement with MSGE. For more information regarding MSGE’s 2024 fiscal year long-term incentives, see MSGE’s 2024 Definitive Proxy Statement. (3)This amount was granted in April 2024 to reflect the long-term incentive opportunity under Ms. Koester’s employment agreement on a pro rata basis. Pursuant to the terms of her employment agreement, Ms. Koester was also provided a one-time special restricted stock unit award in April 2024 of 35,964 units ($1,490,348), which was intended to compensate her for forfeited compensation from her previous employer and which is not included in the table above. 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 Prior to the spin-off of the Company’s traditional live entertainment business, the Company historically granted performance stock units with financial performance targets set by the Compensation Committee based on the Company’s long-range plan, as reviewed by the Board. Performance stock units are intended to align our executive officers’ interests with those of our stockholders, with a focus on long-term financial results. As discussed under “Elements of Fiscal Year 2024 Compensation & Performance Objectives,” as a result of the unique circumstances associated with the spin-off of MSGE and the new business strategies being developed for Sphere, the Compensation Committee determined in March 2024 to deem (i) all outstanding Company performance stock units (excluding certain Company performance stock units granted to certain employees of MSGE; for more information see “Awards Issued in Connection with the MSGE Distribution”) and (ii) any Company performance stock units granted during the remainder of the 2024 fiscal year, earned at 100% of target and no longer subject to performance-based vesting requirements, but with such awards continuing to be subject to service-based cliff-vesting after three years. The Converted PSUs consist of: (i) performance stock units granted in August 2021, excluding certain performance stock units granted to certain employees of MSGE, and the mid-year grant of performance stock units in April 2022 to Messrs. Dolan and Byrnes (the “FY22 Converted PSUs”); (ii) performance stock units granted in August 2022, excluding certain performance stock units granted to certain employees of MSGE, (the “FY23 Converted PSUs”); and (iii) performance stock units granted in September 2023 and the mid-year grant of performance stock units in April 2024 to Mr. Byrnes and Ms. Koester (the “FY24 Converted PSUs”), for more information regarding the excluded performance stock units, see “Awards Issued in Connection with the MSGE Distribution.” The FY22 Converted PSUs settled in shares on September 15, 2024 and the FY23 Converted PSUs and FY24 Converted PSUs are scheduled to settle in shares on September 15, 2025 and September 15, 2026, respectively. The value of the Converted PSUs remains tied to the performance of the market value of Class A Common Stock, which we believe directly aligns the NEOs with stockholders’ interests to increase stockholder value and provides the NEOs with a continuing stake in the long-term success of the Company. In addition, the Converted PSUs continue to vest in their entirety following a three-year period after the grant date (i.e., cliff vesting), which provides a strong retention element that encourages long-term service by the Company’s executives. 2024 Fiscal Year Performance Stock Unit (Converted PSU) Grants During the fiscal year ended June 30, 2024, the Compensation Committee approved the following awards of performance stock units (Converted PSUs) to the NEOs for the 2024-2026 fiscal year period:

  39. Long-Term Incentives

    | Name | Converted PSUs | Grant Date Fair Value(1) | | Current NEOs | | | | James L. Dolan | 80,689 | $3,975,547 | | David F. Byrnes(2) | 1,124 | $46,579 | | Jennifer Koester(3) | 20,487 | $848,981 | | Andrea Greenberg | 33,957 | $1,673,061 | | David Granville-Smith | 26,897 | $1,325,215 | | Gregory Brunner | 4,438 | $218,660 | | Former Executive | | | | Gautam Ranji | 10,087 | $496,986 |

  40. 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 approval by the Compensation Committee. (2)This amount was granted in April 2024 to reflect the long-term incentive opportunity for fiscal year 2024 under Mr. Byrnes’ employment agreement with the Company. Prior to re-joining the Company, Mr. Byrnes received an award of 26,464 MSGE performance stock units (at target) ($820,384 grant date fair value) granted by the MSGE compensation committee in September 2023 in accordance with his employment agreement with MSGE. (3)This amount was granted in April 2024 to reflect the long-term incentive opportunity under Ms. Koester’s employment agreement on a pro rata basis. The Converted PSUs are structured to be settled on September 15th following a three-year cliff-vesting period after the date of grant. Mid-year grants in respect of an out-of-cycle promotion, increase in compensation or new-hire typically settle on the same timeframe as the Converted PSUs granted that fiscal year. Fiscal Year 2024 Performance Options The Company’s first Sphere opened in Las Vegas in late September 2023, which represented the culmination of the Company’s efforts to introduce a next-generation entertainment medium powered by cutting-edge technologies that enables multi-sensory storytelling at an unparalleled scale. The genesis of the Sphere concept originated with Mr. Dolan, the Company’s Executive Chairman and Chief Executive Officer, and over the years he and a small team have worked together to implement the novel and unique live entertainment experience associated with Sphere. Their efforts in developing Sphere’s cutting-edge technologies — including a 16K x 16K screen and Sphere Immersive Sound, an advanced audio system that delivers crystal-clear, concert-grade sound to every seat in Sphere through beamforming and wave field synthesis technology — have established Sphere as a next-generation entertainment medium. The Company is exploring selectively extending the Sphere network beyond Las Vegas to other markets around the world, with the Company’s intention to utilize several options, such as joint ventures, equity partners, a managed venue model, and non-recourse debt financing. The long-term success of expanding the Sphere business, and its transformative venues and productions, is contingent upon our Executive Chairman and Chief Executive Officer and his team of valuable individuals continuing to lead the effort, and having the Company draw on their unique skills and hands-on, teams-based experience acquired during years of working together. The team’s background and experience that spans across venue design and construction, immersive technology, original content creation and venue operations, also renders this team as highly attractive targets in a competitive global market for talent in the entertainment and consumer experience sectors. In light of the unique moment in the Company’s evolution with the opening of the Las Vegas Sphere, the potential for significant stockholder value creation that it represents, and external exposure it has generated for the team that developed Sphere, there is risk that current compensation arrangements for this team may not adequately retain, incentivize, motivate and align with stockholders these critical individuals for the extended period necessary for developing and expanding the Sphere business. In light of these considerations, in connection with the opening of Sphere in Las Vegas, management provided background to the Compensation Committee on the status of individuals associated with Sphere who are critical given their unique skill set. Management asked that the Compensation Committee consider the grant of “off-cycle” performance awards to the Executive Chairman and Chief Executive Officer and a select team of personnel who have been, and who are expected to continue to be, key contributors to the success of Sphere, to incentivize and retain this successful team, and further enhance their focus on long-term value creation for the stockholders. In response, the Compensation Committee requested that its independent compensation consultant provide additional information (including market data) to allow the Compensation Committee to consider performance awards. Management also updated the Compensation Committee on the status of Sphere personnel following the Las Vegas opening. In considering management’s request, the Compensation Committee reviewed various factors to be addressed as part of an equity award arrangement. First, eligible recipients should be limited to the Chief Executive Officer and the small team directly involved in the development and operation of Sphere. Second, awards should be strictly performance in nature, so that increased stockholder value was a condition for recipients realizing any value on their awards, and to that end management’s interest would be aligned with stockholders by ensuring that awards required increases in stock price (and market capitalization). Third, awards should evidence a significant retention element, so that even if performance targets were satisfied, the awards would not vest unless the recipient satisfied service vesting criteria consistent with the long-term development objectives associated with the Sphere business plan. Fourth, the timing of the grants should be in close proximity to the opening of Sphere in Las Vegas and be made to the team as a group, to provide the team as a whole with a meaningful incentive to drive, and an opportunity to participate in, value creation for the Company and its stockholders soon after the debut of Sphere. Finally, proposed awards should be reviewed in the context of existing and future compensatory arrangements. Over a series of meetings in September and October 2023, which included consultation with its independent outside compensation consultant and independent legal counsel, the Compensation Committee determined to implement performance awards for the Executive Chairman and Chief Executive Officer and a small group of other personnel in the form of premium priced options. In connection with this determination, the independent outside compensation consultant assisted the Compensation Committee in reviewing a number of factors, including the proposed structure of the awards, share usage associated with the awards to proposed recipients, and the value creation for stockholders associated with achieving various premium exercise prices. The Compensation Committee viewed premium priced options as establishing a close alignment with stock performance and stockholders’ interests. In order to enhance the performance aspect of the award, the premium priced options were designed (i) to be in-the-money for three equal tranches of shares but only if the exercise price for each tranche, respectively, was in excess of 125%, 135% and 150% of the closing market price of Class A Common Stock on the NYSE on the date of grant, and (ii) to cliff vest only if the recipient remains employed by, or provides services to, the Company, through to and including the third (3rd) anniversary of the grant date (subject to certain limited exceptions). The term of the options extends ten (10) years from the date of grant.

  41. Long-Term Incentives

    In considering a performance award for the Executive Chairman and Chief Executive Officer, the Compensation Committee took into account the significant leadership role and vision that Mr. Dolan has exhibited over the years in bringing Sphere to fruition and his importance in expanding the future business of Sphere. In determining the grant date fair value of the award for Mr. Dolan, management provided to the Compensation Committee material showing the potential future value of a premium priced option assuming a significant increase in stock price. The independent outside compensation consultant then provided the Compensation Committee with (i) the grant date fair value associated with the management presentation and a range of market data for “off cycle” awards (and related grant date fair values) to chief executive officers, including industry-specific data from media and entertainment businesses and additional market data for companies in the broad market, and (ii) various projections showing the increase in market capitalization that would benefit stockholders at projected higher stock prices in the future, and the percentage of that incremental value that could be realized for proposed awards to the Executive Chairman and Chief Executive Officer and the other award recipients. The independent outside compensation consultant also provided the Compensation Committee with market context to assess the impact of the annualized value of the grant date fair value of a proposed performance award on the current annual total direct compensation of the Executive Chairman and Chief Executive Officer, information relating to the Company’s performance and stockholder return, and the last three long term incentive awards previously provided to the Executive Chairman and Chief Executive Officer. After consultation with its independent compensation consultant and review of the material provided, and after reviewing the internal parity of the grant date fair value of awards to the other recipients, the Compensation Committee determined to grant the Executive Chairman and Chief Executive Officer a premium priced option with a grant date fair value of $17.2 million. The performance award consisted of premium priced stock options in three tranches (the closing market price of our Class A Common Stock on the NYSE on October 20, 2023, the date of grant, was $33.78). The first tranche provides the option to purchase 408,164 shares of Class A Common Stock with an option exercise price of $42.23. The second tranche provides the option to purchase 408,164 shares of Class A Common Stock with an option exercise price of $45.60. Finally, the third tranche provides the option to purchase 408,164 shares of Class A Common Stock with an option exercise price of $50.67. The stock options will cliff vest on October 20, 2026 if Mr. Dolan has remained employed by, or provided services to, the Company or any of its subsidiaries through such date (subject to certain limited exceptions). The performance awards for all grantees other than Ms. Koester (as described below) were made by the Compensation Committee on October 20, 2023, and the award to the Executive Chairman and Chief Executive Officer is generally on the same terms as performance awards to the other personnel. Ms. Koester became the President of Sphere Business Operations on February 5th, 2024. In recognition of the criticality of this role to the future success of the Company, and to further align Ms. Koester with the small but critical team of Sphere executives, management asked that the Compensation Committee consider granting Ms. Koester the same “off-cycle” performance awards as had been granted to the Executive Chairman and Chief Executive Officer and the select team of personnel who have been, and are expected to continue to be, key contributors to the success of Sphere, to incentivize and further enhance her focus on long term value creation for the stockholders. After consultation with its independent outside compensation consultant and independent legal counsel, the Compensation Committee provided in Ms. Koester’s employment agreement for the grant of a one-time award of premium priced options to purchase 475,000 shares of our Class A Common Stock. Such grant was made on Ms. Koester’s start date, February 5, 2024, pursuant to the terms of Ms. Koester’s employment agreement, and had a grant date fair value of $7.9 million. Ms. Koester’s performance award is generally on the same terms as Mr. Dolan’s performance award, except that the first tranche (with an option exercise price of $42.23) provides the option to purchase 158,333 shares of Class A Common Stock, the second tranche (with an option exercise price of $45.60) provides the option to purchase 158,333 shares of Class A Common Stock, and the third tranche (with an option exercise price of $50.67) provides the option to purchase 158,334 shares of Class A Common Stock. These performance awards are collectively referred to herein as the FY24 premium priced performance options.

  42. Treatment of MSGN Equity Awards

    Treatment of MSGN Equity Awards In connection with the Networks Merger, the MSGN stock options and restricted stock unit awards, including such awards held by any NEO who was also employed by MSGN, were assumed by the Company and converted into a stock option or restricted stock unit denominated in shares of Class A Common Stock based on an exchange ratio of 0.172 (stock options and restricted stock units subject to performance vesting conditions were converted to stock options and restricted stock units, as applicable, with time-vesting conditions for the remainder of the performance period assuming the performance conditions were achieved at 100% of target). Additional details regarding the assumption and conversion of the MSGN awards is available in the joint proxy statement/prospectus filed by the Company and MSGN in connection with the Networks Merger.

  43. 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 Converted PSU awards cliff-vest after three years, in each case, so long as the recipient is continuously employed by the Company, MSGE, MSGS, or any of their respective subsidiaries, until the applicable vesting date (and subject to any applicable terms of the award agreements and their employment agreement, which may supersede any continued employment obligations). As noted above, the FY24 premium priced performance options are also subject to cliff-vesting after three years, as are the performance vesting options granted pursuant to Mr. Dolan’s renewal employment agreement. With respect to our non-employee directors, and as discussed above under “— Director Compensation,” compensation includes annual awards of restricted stock units. Pursuant to the award agreements, directors’ restricted stock units are settled in shares of Class A Common Stock (or, in the Compensation Committee’s discretion, cash) on the first business day following 90 days after the director incurs a separation from service (other than in the event of a director’s death, where the restricted stock units are settled immediately). One effect of the 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.

  44. 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 generally 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 MSGE DISTRIBUTION

  45. Stock Options

    Stock Options In connection with the MSGE Distribution, for every Company stock option held on April 14, 2023 (the “Distribution Record Date”), one stock option of MSGE was issued with the same vesting period pursuant to MSGE’s Employee Stock Plan. The one-for-one distribution ratio is consistent with treatment of Company stockholders’ Class A or Class B Common Stock held on the Distribution Record Date. The existing exercise price was allocated between the existing Company stock options and the new MSGE stock options based upon the volume-weighted average prices of our Class A Common Stock and MSGE’s Class A common stock over the ten trading days immediately following the MSGE 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 MSGE 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 Company stock options was Mr. Dolan.

  46. Restricted Stock Units and Performance Stock Units

    Restricted Stock Units and Performance Stock Units In connection with the MSGE Distribution, each holder of a Company restricted stock unit received one MSGE restricted stock unit in respect of every one Company restricted stock unit held on the Distribution Record Date and continues to be entitled to a share of Company Class A Common Stock (or cash or other property) for each Company restricted stock unit in accordance with the Company award agreement. Additionally, each holder of a Company performance stock unit received one MSGE performance stock unit in respect of every one Company performance stock unit held on the Distribution Record Date and continues to be entitled to a share of Company Class A Common Stock (or cash or other property) for each Company performance stock unit in accordance with the Company award agreement. The one-for-one distribution ratio is consistent with the treatment of Company stockholders’ Class A or Class B Common Stock held on the Distribution Record Date. As discussed above, during the 2024 fiscal year, the Compensation Committee deemed the Company’s outstanding performance stock units earned at 100% of target and no longer subject to performance-based vesting requirements (excluding certain performance stock units granted to certain employees of MSGE, as discussed in the subsequent paragraph). The MSGE performance stock units with a performance period ending in fiscal year 2024 or 2025 were amended by the MSGE compensation committee to reflect performance conditions specific to MSGE following the MSGE Distribution (excluding certain performance stock units granted to certain employees, as discussed in the subsequent paragraph). For individuals employed solely by the Company as of the MSGE Distribution, their Company and MSGE performance stock units with a performance period ending in fiscal year 2024 or 2025 were (or will be) deemed earned at target. For individuals employed solely by MSGE as of the MSGE Distribution (other than Mr. Byrnes), the payout multiplier for their Company and MSGE performance stock units with a performance period ending in fiscal year 2024 or 2025 were (or will be) determined based on the performance of MSGE. For individuals employed by both companies as of the MSGE Distribution, their Company performance stock units with a performance period ending in fiscal year 2024 or 2025 were (or will be) earned at target and the payout multiplier for their MSGE performance stock units with a performance period ending in fiscal year 2024 or 2025 was (or will be) determined based on the performance of MSGE. With respect to Mr. Byrnes, the Compensation Committee amended his Company performance stock units with a performance period ending in fiscal year 2024 or 2025 such that they were deemed earned at target. For more information on the payout of MSGE’s 2022 fiscal year performance stock units payout level, see MSGE’s 2024 Definitive Proxy Statement.

  47. Other Terms

    Other Terms With respect to outstanding equity awards, the Company, MSGE and MSGS are not regarded as competitive entities of each other for purposes of any non-compete provisions contained in the applicable award agreements. With respect to all outstanding Company awards (and MSGE awards issued in connection with such awards), other than the FY24 premium priced performance options and Mr. Dolan’s performance vesting options granted pursuant to his renewal employment agreement, holders of such awards will continue to vest so long as they remain employed by the Company, MSGE, MSGS or any of their respective subsidiaries, provided that an employee who moves between the Company (or one of its subsidiaries), MSGE (or one of its subsidiaries) or MSGS (or one of its subsidiaries) at a time when the applicable entities are no longer affiliates will not continue to vest in such awards and such change will constitute a termination of employment for purposes of the award agreement. In the case of Mr. Dolan, his FY24 premium priced performance options and the performance vesting options granted to him in connection with his renewal employment agreement vest based on his continued employment as Chief Executive Officer and/or Executive Chairman of the Company. In the case of Ms. Koester, her FY24 premium priced performance options vest based on her continued employment with the Company.

  48. EXECUTIVE COMPENSATION TABLES

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(6) | All Other Compensation ($)(7) | Total ($) | | Current NEOs | | | | | | | | | | | James L. Dolan | 2024 | 1,000,000 | 751,600 | 6,923,923 | 17,160,987 | 1,248,400 | — | 356,283 | 27,441,193 | | Executive Chairman and Chief Executive Officer | 2023 | 1,823,077 | — | 10,973,100 | — | 3,064,000 | — | 450,028 | 16,310,205 | | | 2022 | 1,937,500 | — | 11,148,811 | — | 5,566,000 | — | 591,368 | 19,243,679 | | David F. Byrnes(8) | 2024 | 539,231 | 187,900 | 93,157 | — | 1,077,100 | — | 18,922 | 1,916,310 | | Executive Vice President, Chief Financial Officer and Treasurer | 2023 | 646,154 | — | 1,554,569 | — | 612,800 | — | 43,356 | 2,856,879 | | | 2022 | 338,462 | 811,868 | 993,165 | — | 1,113,200 | — | 11,893 | 3,268,588 | | Jennifer Koester(9) President and Chief Operating Officer of Sphere | 2024 | 488,462 | 823,400 | 3,188,311 | 7,880,231 | 482,850 | — | 149,579 | 13,012,833 | | Andrea Greenberg(10) | 2024 | 1,350,000 | — | 2,913,850 | — | 2,190,645 | 19,302 | 76,839 | 6,550,636 | | President and Chief Executive Officer, MSG Networks | 2023 | 1,350,000 | — | 2,308,962 | — | 2,691,225 | 12,800 | 80,615 | 6,443,602 | | | 2022 | 1,326,923 | — | 2,415,014 | — | 2,579,850 | 13,708 | 71,211 | 6,406,706 | | David Granville-Smith(11) | 2024 | 800,000 | 300,640 | 2,308,032 | — | 499,360 | — | 22,323 | 3,930,355 | | Executive Vice President | 2023 | 21,538 | 925,000 | 3,903,864 | — | — | — | — | 4,850,402 | | Gregory Brunner(12) | 2024 | 450,000 | 67,644 | 380,825 | — | 112,356 | — | 18,366 | 1,029,191 | | Senior Vice President, Controller and Principal Accounting Officer | 2023 | 25,962 | 150,000 | — | — | — | — | 92 | 176,054 | | Former Executive | | | | | | | | | | | Gautam Ranji(13) | 2024 | 228,365 | 78,292 | 865,565 | — | 130,042 | — | 9,154 | 1,311,418 | | Executive Vice President, Chief Financial Officer and Treasurer | 2023 | 530,577 | — | 514,117 | — | 957,500 | — | 23,942 | 2,026,136 |

  49. EXECUTIVE COMPENSATION TABLES

    | 2024 GRANTS OF PLAN-BASED AWARDS |

  50. EXECUTIVE COMPENSATION TABLES

    | OUTSTANDING EQUITY AWARDS AT JUNE 30, 2024 |

  51. EXECUTIVE COMPENSATION TABLES

    | 2024 OPTION EXERCISES AND STOCK VESTED |

  52. EXECUTIVE COMPENSATION TABLES

    | 2024 PENSION BENEFITS |

  53. Executive Deferred Compensation Plan

    | 2024 NONQUALIFIED DEFERRED COMPENSATION |

  54. Quantification of Termination and Severance

    | CEO PAY RATIO |

  55. Quantification of Termination and Severance

    | PAY VERSUS PERFORMANCE |

  56. 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.

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

    | GRANT OF CERTAIN EQUITY AWARDS CLOSE IN TIME TO THE RELEASE OF MATERIAL NONPUBLIC INFORMATION |

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

    The Compensation Committee’s charter sets forth certain requirements with respect to the granting of equity awards. While annual equity-based compensation generally must be approved promptly following the announcement of the Company’s year-end earnings, the Compensation Committee has the authority in its discretion to approve equity-based awards at other times during the year for other reasons, including to provide compensation to new employees. For additional information, see “Compensation Discussion & Analysis — Elements of Our Compensation Program — Policies Related to the Grant of Certain Equity Awards.” On January 5, 2024, the Company entered into an employment agreement with Ms. Koester, effective February 5, 2024, in connection with her commencement of employment with the Company. The employment agreement provided for the grant of a one-time award of premium priced options to purchase 475,000 shares of our Class A Common Stock. The employment agreement stipulated that such grant be made on February 5, 2024. In addition, the award agreement provided for three tranches of options, each with an above-market exercise price equal to the exercise prices set forth in the premium priced options granted to other select Company employees in October 2023. For additional information regarding Ms. Koester’s employment agreement, see “Executive Compensation Tables — Employment Agreements.” For additional information regarding the premium priced options, see “Compensation Discussion & Analysis — Elements of Our Compensation Program — Fiscal Year 2024 Performance Options.” The Company announced its financial results for its second quarter ended December 31, 2023, on February 5, 2024, prior to the open of the NYSE trading session. The Company filed its form 10-Q for the quarterly period ended December 31, 2023, on February 5, 2024, following the close of the NYSE trading session. Accordingly, the table below sets forth certain information regarding the grant of premium priced options to Ms. Koester pursuant to the terms of her employment agreement, as required by Item 402(x) of Regulation S-K.

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

    | Name | Year | Grant Date | Number of Securities Underlying the Award (#) | Exercise Price of the Award ($/Sh.) | Grant Date Fair Value of the Award ($) | Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information(1) | | Jennifer Koester | 2024 | 2/5/2024 | 158,333 | 42.23 | 2,803,787 | 9.7% | | | 2024 | 2/5/2024 | 158,333 | 45.60 | 2,625,212 | 9.7% | | | 2024 | 2/5/2024 | 158,334 | 50.67 | 2,451,232 | 9.7% |

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

    (1)Calculated using the closing price of Class A Common Stock on the NYSE on February 2, 2024 and February 6, 2024, of $35.41, and $38.83, per share, respectively.