DEF 14A of Madison Square Garden Entertainment Corp., Oct 25, 2024

DEF 14A of Madison Square Garden Entertainment Corp.

Filed Oct 25, 2024 · FY20240001952073-24-000026

Open on EDGAR

  1. NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

    | Outstanding Equity Awards at June 30, 2024 | 61 | | 2024 Stock Vested | 63 | | Retirement and Deferred Compensation Plans | 63 | | 2024 Nonqualified Deferred Compensation | 65 | | Employment Agreements | 65 | | Termination and Severance | 73 | | Equity Compensation Plan Information | 78 | | Pay Versus Performance | 79 | | CEO Pay Ratio | 85 | | Proposal 3 — Non-Binding Advisory Vote On Named Executive Officer Compensation | 86 | | Our Executive Officers | 87 | | Transactions with Related Parties | 89 | | Relationship Between Us, Sphere Entertainment, MSG Sports and AMC Networks | 89 | | Aircraft Arrangements | 95 | | Dolan Family Arrangements | 96 | | Certain Relationships and Potential Conflicts of Interest | 97 | | Related Party Transaction Approval Policy | 98 | | Delinquent Section 16(a) Reports | 99 | | Stock Ownership Table | 100 | | Other Matters | 111 | | Stockholder Proposals for 2025 Annual Meeting | 111 | | Advance Notice of Proxy Holders and Qualified Representatives | 111 | | 2024 Form 10-K | 111 | | Annex A — Reconciliation of Non-GAAP Financial Measures | A-1 |

  2. Other Committee Matters

    | DIRECTOR COMPENSATION |

  3. 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.

  4. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($)(4) | | Charles F. Dolan | 75,000 | 160,701 | 235,701 | | Charles P. Dolan | 75,000 | 160,701 | 235,701 | | Marianne Dolan Weber | 75,000 | 160,701 | 235,701 | | Paul J. Dolan | 75,000 | 160,701 | 235,701 | | Quentin F. Dolan | 75,000 | 160,701 | 235,701 | | Ryan T. Dolan | 75,000 | 160,701 | 235,701 | | Thomas C. Dolan | 75,000 | 160,701 | 235,701 | | Martin Bandier | 105,000 | 160,701 | 265,701 | | Donna M. Coleman | 115,000 | 160,701 | 275,701 | | Frederic V. Salerno | 115,000 | 225,248 | 340,248 | | Brian G. Sweeney | 75,000 | 160,701 | 235,701 |

  5. Director Compensation Table

    ___________________ (1)These amounts represent Board retainer fees earned during the fiscal year ended June 30, 2024, including the value of such amount that was received by Mr. Salerno as restricted stock units pursuant to his Deferred Compensation Election. 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 (i) 5,323 restricted stock units granted in December 2023 to each non-employee director and (ii) with respect to Mr. Salerno, the difference between (x) the grant date fair market value of 3,321 restricted stock units granted in February 2024 pursuant to his Deferred Compensation Election for Board service during calendar year 2024, and (y) the Board retainer and meeting fees reported in the Fees Earned or Paid in Cash column for Board service during fiscal year 2024 that were subject to his Deferred Compensation Election. Such grant date fair market value was calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 (“Topic 718”). The assumptions used by the Company in calculating these amounts are set forth in Note 14 to our financial statements included in our 2024 Form 10-K. The values reflected in this column differ from the $160,000 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, 8,636 units; Charles P. Dolan, 8,636 units; Marianne Dolan Weber, 8,636 units; Paul J. Dolan, 8,636 units; Quentin F. Dolan, 8,636 units; Ryan T. Dolan, 8,636 units; Thomas C. Dolan, 8,636 units; Martin Bandier, 8,636 units; Donna M. Coleman, 8,636 units; Frederic V. Salerno, 11,957 units; and Brian G. Sweeney, 8,636 units. (4)The value of tickets provided to non-employee directors as perquisites is not included in the table, as permitted by SEC rules, because the aggregate amount of perquisites provided to each director was less than $10,000.

  6. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS Our Board has nominated 12 candidates for election to the Board at the annual meeting. Of the 12 director nominees, three are to be elected by the holders of our Class A Common Stock and nine are to be elected by the holders of our Class B Common Stock. All 12 nominees have been nominated for a term to expire at the 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:

  7. PROPOSAL 1 — ELECTION OF DIRECTORS

    | JAMES L. DOLAN – Age 69 |

  8. Class B Director since December 20, 2022

    Class B Director since December 20, 2022 Committee Membership: None Other Public Company Directorships: AMC Networks Inc. (NASDAQ: AMCX), Madison Square Garden Sports Corp. (NYSE: MSGS), Sphere Entertainment Co. (NYSE: SPHR)

  9. Career Highlights

    Career Highlights Mr. Dolan has served as a director, the Executive Chairman and Chief Executive Officer of the Company since December 2022. Mr. Dolan has also served as a director and the Executive Chairman and Chief Executive Officer of Sphere Entertainment since 2019, as a director and the Executive Chairman of MSG Sports since 2015 and additionally 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 the Executive Chairman of MSG Networks from 2009 to 2021, the Chief Executive Officer of MSG Sports from 2017 to April 2020, and the Chief Executive Officer of Cablevision from 1995 to 2016. He was President of Cablevision from 1998 to 2014; Chief Executive Officer of Rainbow Media Holdings, Inc., a former programming subsidiary of Cablevision that spun off in 2011 to become AMC Networks, from 1992 to 1995; and Vice President of Cablevision from 1987 to 1992. In addition, Mr. Dolan previously served as a director of MSG Networks from 2009 until 2021 and a director of Cablevision from 1991 to 2016. Mr. Dolan is the son of Charles F. Dolan, the father of Charles P. Dolan, Quentin F. Dolan and Ryan T. Dolan, the brother of Marianne Dolan Weber and Thomas C. Dolan, the brother-in-law of Brian G. Sweeney and the cousin of Paul J. Dolan. In light of his experience as Executive Chairman and Chief Executive Officer of the Company, Sphere Entertainment and MSG Sports, as well as experience in various positions with Cablevision, including as its Chief Executive Officer, and in various positions with MSG Networks and its predecessors since 1999, including as Executive Chairman, as well as the knowledge and experience he has gained about the Company’s business and contributions he has made during his tenure as a director of the Company, Sphere Entertainment, MSG Sports, MSG Networks, AMC Networks and Cablevision, our Board has concluded that Mr. Dolan should serve as a director of the Company.

  10. Career Highlights

    | CHARLES F. DOLAN – Age 98 |

  11. Career Highlights

    Committee Membership: None Other Public Company Directorships: Madison Square Garden Sports Corp. (NYSE: MSGS), Sphere Entertainment Co. (NYSE: SPHR)

  12. 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 Sphere Entertainment since 2020 and MSG Sports since 2015, and previously served as a director of AMC Networks from 2011 to June 2024, MSG Networks from 2009 to 2021 and Cablevision from 1985 to 2016. Mr. Dolan is the father of James L. Dolan, Marianne Dolan Weber and Thomas C. Dolan, the father-in-law of Brian G. Sweeney, the uncle of Paul J. Dolan and the grandfather of Charles P. Dolan, Quentin F. Dolan and Ryan T. Dolan.

  13. Elements of Fiscal Year 2024 Compensation & Performance Objectives

    Elements of Fiscal Year 2024 Compensation & Performance Objectives The Company compensates its NEOs through base salary, annual incentive awards, long-term incentive awards, perquisites and benefit programs. Our annual and long-term incentive programs provide performance-based incentives for our NEOs tied to key financial and strategic measures that drive long-term stockholder value and reward sustained achievement of the Company’s key financial goals. The Company considers AOI and Total Company Net Revenue to be key measures of its operating performance. As such, our Compensation Committee has reflected AOI (along with other specific strategic measures) in our annual incentive awards and AOI and Total Company Net Revenue in our long-term incentive performance awards (i.e., performance stock units). The Company’s long-term incentive program also includes time-vested restricted stock units, the value of which is tied to the performance of the market value of the Company’s Class A Common Stock. In order to further align compensation opportunities with the Company’s strategic vision and focus on growth, the Compensation Committee may, in its discretion, also grant certain awards in the form of stock options, where appropriate, which support the goal of generating long-term stockholder value. The table below summarizes the elements of our compensation program in effect for the 2024 fiscal year and how each element correlates with the Company’s compensation and performance objectives.

  14. Elements of Fiscal Year 2024 Compensation & Performance Objectives

    | Component | | Performance Link | | Description | | Base Salary | Cash | •Fixed level of compensation determined primarily based on the role, job performance and experience •Intended to compensate NEOs for day-to-day services performed | | | | Annual Incentive(1) | Cash | Financial (70%) | AOI (100%) | •Performance-based cash incentive opportunity •Designed to be based on the achievement of pre-determined financial and strategic performance measures approved by the Compensation Committee | | | | Strategic (30%) | Strategic Objectives | | | Long- Term Incentive | Performance Stock Units (50%) | Total Company Net Revenue (50%) | | •Financial performance targets are determined by the Compensation Committee to incentivize strong execution of our strategy and long-term financial goals •Cliff-vest after three years to the extent that financial performance targets measured in the last year of the three-year period are achieved | | | | Business Unit AOI (50%) | | | | | Restricted Stock Units (50%) | Stock Price Performance | | •Stock-based award establishes direct alignment with our stock price performance and stockholder interests •Vest ratably over three years |

  15. Mr. Dolan’s Renewal Employment Agreement

    Mr. Dolan’s Renewal Employment Agreement On June 20, 2024, the Company entered into a renewal employment agreement with Mr. Dolan, effective July 1, 2024. In March 2024, counsel for Mr. Dolan and the Compensation Committee’s independent legal counsel began discussions regarding a renewal employment agreement for Mr. Dolan because his then existing agreement had a scheduled expiration date of June 30, 2024. The Compensation Committee had previously made determinations relating to the independence of its independent legal counsel and independent compensation consultant and authorized both be engaged for purposes of negotiations with Mr. Dolan and his counsel. The Compensation Committee further determined that all such negotiations were to take place solely between its independent legal counsel and counsel for Mr. Dolan. At the direction of the Compensation Committee, in early April 2024, the Compensation Committee’s independent legal counsel requested that counsel for Mr. Dolan provide the Compensation Committee with Mr. Dolan’s proposed material compensation terms for a renewal employment agreement. At the end of April 2024, counsel for Mr. Dolan presented their initial compensation proposal for Mr. Dolan (the “Initial Proposal”). The Initial Proposal maintained the same general compensation design and components (base salary, annual target bonus opportunity and annual long-term incentive award) but proposed an increase in total target direct compensation from what was provided for under the then current employment agreement. The Compensation Committee, with the assistance of its independent legal counsel and independent compensation consultant, reviewed and analyzed the Initial Proposal. Following further consultation by the Compensation Committee with its independent legal counsel and independent compensation consultant, the Compensation Committee authorized its independent legal counsel to counter with a response that, while maintaining the same general compensatory components, provided for total annual target compensation that was less than provided for in the Initial Proposal (the “Committee Response”). As a result of the difference between the Initial Proposal and the Committee Response, the Compensation Committee’s independent legal counsel and counsel for Mr. Dolan engaged in negotiations during May and June 2024. In the course of these negotiations, the Compensation Committee assessed each response from counsel to Mr. Dolan and formulated its counterproposals based on advice from its independent legal counsel and independent compensation consultant. In connection with the Compensation Committee’s assessment of the proposals made by counsel for Mr. Dolan, formulation of its counterproposals and approval of the renewal employment agreement, the Compensation Committee reviewed and analyzed a range of compensation related information, including industry specific and general market compensation data. In addition, the Compensation Committee reviewed and analyzed the Company’s total stockholder return performance, the terms of Mr. Dolan’s then existing employment agreement, his current and historical compensation, Mr. Dolan’s role, responsibilities and contribution, a comprehensive tally sheet and other factors viewed by the Compensation Committee as relevant. For more information on Mr. Dolan’s renewal employment agreement, see “Executive Compensation Tables — Employment Agreements” below.

  16. 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 new employment agreements with the Executive Vice President and General Counsel and the Executive Vice President and Chief Financial Officer and a renewal employment agreement with the Executive Chairman and Chief Executive Officer; •Advising on the design of the executive compensation program and the reasonableness of individual compensation targets and awards and executive perquisites; •Conducting a compensation risk assessment; •Preparing tally sheets for the Compensation Committee’s review, setting forth all components of compensation payable, and the benefits accruing, to the current NEOs for the fiscal year ended June 30, 2024, including all cash compensation, benefits, perquisites and the current value of outstanding equity-based awards; •Providing advice and recommendations that 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.

  17. Determining Compensation Levels; Benchmarking

    Determining Compensation Levels; Benchmarking As part of the Compensation Committee’s review of total compensation opportunities 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.

  18. Determining Compensation Levels; Benchmarking

    | ELEMENTS OF OUR COMPENSATION PROGRAM |

  19. Determining Compensation Levels; Benchmarking

    Our executive compensation philosophy is reflected in the principal elements of our executive compensation program, each of which is important to the Company’s goal of attracting, retaining, motivating and rewarding highly-qualified executive officers. The compensation program included the following key elements for the fiscal year ended June 30, 2024: base salary, annual cash incentives, long-term incentives, retirement, health and welfare and other benefits, which are generally provided to all other eligible employees, and additional executive officer benefits, including post-termination compensation under certain circumstances and certain perquisites, each as described below. A significant percentage of total direct compensation is allocated to incentive compensation in accordance with the Compensation Committee’s philosophy. The Compensation Committee reviews historical compensation, other information provided by the independent compensation consultant and other factors, such as experience, performance, length of service and contractual commitments, to determine the appropriate level and mix of compensation for executive officers. The allocation between cash and equity compensation and between short-term and long-term compensation is designed to provide a variety of fixed and at-risk compensation that is related to the achievement of the Company’s short-term and long-term objectives. Mr. Dolan is also employed by MSG Sports and Sphere Entertainment as each company’s Executive Chairman and Chief Executive Officer and Ms. Franco is also employed by Sphere Entertainment as Executive Vice President and General Counsel. Mr. Dolan and Ms. Franco receive separate compensation from Sphere Entertainment and, in the case of Mr. Dolan, MSG Sports, with respect to such employment. While the Compensation Committee is aware that Mr. Dolan and Ms. Franco also receive compensation for services rendered to Sphere Entertainment and MSG Sports, as applicable, the Compensation Committee’s own compensation decisions are based on its independent assessment and application of the compensation goals and objectives of the Company. The compensation program and philosophies discussed in this proxy statement reflect only compensation that is paid by the Company for services rendered to the Company, except as otherwise noted. For more information regarding the compensation of Mr. Dolan by Sphere Entertainment and MSG Sports, see Sphere Entertainment’s and MSG Sports’ 2024 Definitive Proxy Statements.

  20. 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”). 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 an AOI target for the 2024 fiscal year as well as certain pre-determined strategic objectives. This annual incentive was designed to link executive compensation directly to the Company’s performance by providing incentives and rewards based upon business performance during the applicable fiscal year. MPIP awards to all eligible employees were conditioned upon the satisfaction of predetermined financial and strategic objectives. For the 2024 fiscal year, financial objectives were weighted at 70% and strategic objectives were weighted at 30% for all eligible employees (including our NEOs). In fiscal year 2024 we had seven business units, consisting of Live, Productions, Marquee Events, Entertainment Marketing, Venue Operations, Technology and Corporate, with a varied range of strategic weightings determined by the Compensation Committee, depending on the particular business unit. MPIP results were calculated based on performance achievement against these predetermined goals, as discussed below, for our Corporate business unit (including our NEOs).

  21. Annual Cash Incentives

    | Performance Against Financial Objectives 70% | + | Performance Against Strategic Objectives 30% | = | MPIP Result 100% |

  22. Annual Cash Incentives

    As discussed in “Performance Targets & Achievement Levels” below, as a result of the level of achievement of the Corporate financial and strategic objectives, after the application of negative discretion to adjust the results of the financial component downward, the payout level of the annual cash incentives was calculated at 153.0% of the target level. Target Award Opportunities Each employee eligible for an annual incentive award was assigned a target award equal to a percentage of that employee’s base salary as of the conclusion of the applicable fiscal year. Target annual incentive opportunities were based upon the applicable employee’s position, grade level, responsibilities, and historical and expected future contributions to the Company. In addition, each employment agreement between the Company and each of the NEOs contains a minimum target annual incentive award level. 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.

  23. Annual Cash Incentives

    | Name | 2024 Fiscal Year Base Salary | Target Incentive (% of Base Salary) | Calculated 2024 Fiscal Year MPIP as a % of Target(1) | Adjusted 2024 Fiscal Year MPIP as a % of Target(1) | Adjusted 2024 Fiscal Year Annual Incentive Award(1)(2) | | Current NEOs | | | | | | | James L. Dolan | $1,000,000 | 200% | 170.5% | 153.0% | $3,060,000 | | Michael J. Grau | $700,000 | 100% | 170.5% | 153.0% | $446,250 | | Laura Franco(3) | $550,000 | 100% | 170.5% | 153.0% | $350,625 | | Philip G. D’Ambrosio | $750,000 | 75% | 170.5% | 153.0% | $860,625 | | Former Executives | | | | | | | David F. Byrnes | $800,000 | 100% | — | — | — | | Jamal H. Haughton | $1,100,000 | 100% | — | — | — | | Courtney M. Zeppetella(4) | $550,000 | 50% | 170.5% | 153.0% | $420,750 |

  24. Annual Cash Incentives

    __________________ (1)As discussed below under “Performance Targets and Achievement Levels,” the Compensation Committee applied negative discretion to reduce the Company’s financial score from 199.1% to 174.1%. Accordingly, the calculated fiscal year 2024 MPIP score was lowered from 170.5% to 153.0% for the Corporate business unit. (2)With respect to Mr. Grau and Ms. Franco, this table reflects the prorated annual incentive awards earned during the fiscal year ended June 30, 2024 based on the number of months remaining in the fiscal year as of their respective start dates divided by 12 (pursuant to the terms of their employment agreements). See “Executive Compensation Tables — Employment Agreements” for a description of Mr. Grau and Ms. Franco’s entitlements with respect to the 2024 fiscal year. (3)Pursuant to the terms of her employment agreement, Ms. Franco was also provided a one-time cash award in the amount of $237,500, which was intended to compensate her for forfeited compensation from her previous employer and which is not included in the table above. Ms. Franco will be required to repay the full amount of the one-time cash award in the event (i) she terminates her employment (other than for “good reason” or due to her death or disability) or (ii) the Company terminates her employment for “cause,” each within one year following the commencement of her employment with the Company. (4)With respect to Ms. Zeppetella, this table reflects the annual cash incentive Ms. Zeppetella would have otherwise earned for the full fiscal year ended June 30, 2024 based on Company performance. See “Executive Compensation Tables — Termination and Severance” for a description of the benefits paid to Ms. Zeppetella upon her separation from the Company. Performance Targets & Achievement Levels Financial Component (70%): For the fiscal year ended June 30, 2024, the MPIP financial performance objectives included an AOI target based on the Board-approved budget, with potential payouts under this component ranging from 0-200% of target. The financial component of the MPIP was determined after assessing the financial performance against the predetermined target. The MPIP provides that the Compensation Committee has flexibility to make equitable adjustments to the structure and payouts that it deems appropriate to reflect the best interests of the business, including based on recommendations from management. While the Company delivered strong financial results for fiscal year 2024, the Compensation Committee, based on recommendations from management and in consultation with the independent compensation consultant, applied negative discretion to reduce the Company’s financial score by 25 percentage points from 199.1% to 174.1%, in consideration of several factors, including that management should not benefit from better than expected post-COVID-19 activity, including increased tourism in New York City and fewer concert tour postponement and cancellations. Based on the performance against the pre-determined AOI target, the calculated result of the financial component of the MPIP, giving effect to the payment provisions of the MPIP and the negative discretion described above, was 174.1% of target. Strategic Component (30%): For the fiscal year ended June 30, 2024, the MPIP also included a performance component that measured achievement against relevant strategic goals, strategies and measurable metrics specified each fiscal year. These goals, strategies and measurable metrics are reviewed and approved by the Compensation Committee at the beginning of each year. Goal Setting Process: In the 2024 fiscal year, numerous specific goals that were aligned with the Company’s broad strategic initiatives were established for each business unit. Discrete strategies and measurable metrics were enumerated to measure year-end achievement of these goals. As part of this process, each goal (and its related metrics) was assigned a weight, and at the end of the fiscal year, each goal and metric’s level of achievement was evaluated and assigned a rating of 0-200%. Taking into account the weighted rating of each goal and underlying strategies and metrics, these ratings were then used to derive the overall strategic score for each business unit. 2024 Fiscal Year Corporate Goals & Achievement: The strategic component for NEO payouts was calculated based on the extent to which Corporate-specific goals, strategies and measurable metrics were achieved in the fiscal year. In the 2024 fiscal year, the Corporate business unit’s strategic component focused on numerous core strategies aimed at establishing structures and policies to drive value through: •Corporate structuring, key business initiatives and special projects; •Improvements in productivity and operations through new technologies and processes; and •Supporting Sphere Entertainment and MSG Sports operations pursuant to the TSA and MSG Sports Services Agreement (each as defined herein). Corporate business unit goals were supported by more than 30 individual measurable metrics. Successful achievement of metrics under the Corporate-specific goals for fiscal year 2024 included: •Driving value through corporate structuring, key business initiatives and special projects: ◦Successfully marketed and completed the secondary offering of 7,150,000 shares of the Company’s Class A Common Stock at a public offering price of $32.50 per share in September 2023; ◦Repurchased approximately 3.5 million shares of the Company’s Class A Common Stock for an aggregate purchase price of approximately $115 million; and ◦Obtained a new zoning special permit for The Garden. •Driving improvements in productivity and operations through new technologies and processes: ◦Enhanced the employee experience by embedding human resource tools and resources throughout the organization, resulting in increased usage of Key Performance Indicator dashboards and training platforms; ◦Implemented new technology for data analytics around internal and external human capital trends, including an automated dashboard that analyzes voluntary/involuntary turnover, internal mobility, demographics and more; and ◦Enhanced controls and processes around procurement spending. •Supporting operations of Sphere Entertainment and MSG Sports pursuant to the TSA and MSG Sports Services Agreement: ◦Improved financial planning and analysis shared services to ensure accurate financial reporting across the companies, along with frequent forecasts, monthly business plans and better tools for SEC reporting; ◦Proactively developed meaningful relationships with government officials, trade associations, and civic organizations in all relevant markets to best monitor local conditions and educate community stakeholders; and ◦Provided comprehensive legal support to all three companies, including for all construction and planning matters in Las Vegas and other applicable locations, as well as protection of Sphere intellectual property and confidential and proprietary information. Based on the performance against these predetermined Corporate goals, the Compensation Committee determined the payout result of the strategic component of the MPIP for the Corporate function was achieved at 103.8% of target. Annual Cash Incentive Payout: As a result of level of achievement of the Corporate financial and strategic objectives, as discussed above, the payout level of the annual cash incentives was calculated at 153.0% of the target level for the 2024 fiscal year.

  25. Long-Term Incentives

    Long-Term Incentives Long-term incentives represent a substantial portion of our executive officers’ annual total direct compensation. For the fiscal year ended June 30, 2024, standard long-term incentives were comprised of performance stock units and restricted stock units. The Compensation Committee believes this equity mix: •Establishes strong alignment between executive officers and the interests of the Company’s stockholders; •Provides meaningful incentive to drive actions that will improve the Company’s long-term stockholder value; and •Supports the Company’s objectives of attracting and retaining the best executive officer talent. The following table summarizes our 2024 fiscal year standard annual long-term incentive awards to our NEOs:

  26. Long-Term Incentives

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

  27. 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. Restricted Stock Units Restricted stock units serve to align executive officers’ interests with those of our stockholders and promote the retention of employees, including the NEOs. The Compensation Committee approved the following awards of restricted stock units to the NEOs for the fiscal year ended June 30, 2024 pursuant to the Company’s 2023 Employee Stock Plan (the “Employee Stock Plan”):

  28. Long-Term Incentives

    | Name | Restricted Stock Units | Grant Date Fair Value(1) | | Current NEOs | | | | James L. Dolan | 93,400 | $2,895,400 | | Michael J. Grau(2) | 5,340 | $210,716 | | Laura Franco(3) | 3,738 | $147,501 | | Philip G. D’Ambrosio | 18,680 | $579,080 | | Former Executives | | | | David F. Byrnes(4) | 26,464 | $820,384 | | Jamal H. Haughton(4) | 20,237 | $627,347 | | Courtney M. Zeppetella(4) | 7,784 | $241,304 |

  29. 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 under Mr. Grau’s employment agreement on a pro rata basis. Pursuant to the terms of his employment agreement, Mr. Grau was also provided a one-time special restricted stock unit award in April 2024 of 10,252 units ($404,544), which was intended to further align him with the Company’s stockholders in connection with the commencement of his employment and which is not included in the table above. (3)This amount was granted in April 2024 to reflect the long-term incentive opportunity under Ms. Franco’s employment agreement on a pro rata basis. Pursuant to the terms of her employment agreement, Ms. Franco was also provided a one-time special restricted stock unit award in April 2024 of 23,664 units ($933,781), which was intended to compensate her for forfeited compensation from her previous employer and which is not included in the table above. The one-time special restricted stock unit award will vest 32% on September 15, 2024, 40% on September 15, 2025, 24% on September 15, 2026, and 4% on September 15, 2027, subject to continued employment requirements and employment agreement and award terms (as applicable). (4)With respect to Mr. Haughton and Ms. Zeppetella, the awards reflected above were forfeited upon their departures from the Company. With respect to Mr. Byrnes, the awards reflected above remain outstanding following his departure from the Company as a result of his commencement of employment with Sphere Entertainment effective as of the date of his departure from the Company, in accordance with the award terms. 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, subject to continued employment and employment agreement terms (as applicable). Performance Stock Units Performance stock units are intended to align our executive officers’ interests with those of our stockholders, with a focus on long-term financial results. Under our executive compensation program for the fiscal year ended June 30, 2024, performance stock units were granted to executive officers and certain other members of management pursuant to our Employee Stock Plan. 2024 Fiscal Year Grants During the fiscal year ended June 30, 2024, the Compensation Committee approved the following awards of performance stock units to the NEOs for the 2024-2026 fiscal year period:

  30. Long-Term Incentives

    | Name | Performance Stock Units (at target) | Grant Date Fair Value(1) | | Current NEOs | | | | James L. Dolan | 93,400 | $2,895,400 | | Michael J. Grau(2) | 5,340 | $210,716 | | Laura Franco(2) | 3,738 | $147,501 | | Philip G. D’Ambrosio | 18,680 | $579,080 | | Former Executives | | | | David F. Byrnes(3) | 26,464 | $820,384 | | Jamal H. Haughton(3) | 20,237 | $627,347 | | Courtney M. Zeppetella(3) | 7,784 | $241,304 |

  31. 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)With respect to Mr. Grau and Ms. Franco, these amounts were granted in April 2024 to reflect the long-term incentive opportunities under their employment agreements on a pro rata basis. (3)With respect to Mr. Haughton and Ms. Zeppetella, the awards reflected above were forfeited upon their departures from the Company. With respect to Mr. Byrnes, the awards reflected above remain outstanding following his departure from the Company as a result of his commencement of employment with Sphere Entertainment effective as of the date of his departure from the Company, in accordance with the award terms. Standard performance stock units are structured to be settled upon the later of September 15th following a three-year period and the date of certification of achievement against pre-determined performance goals measured in the final year of such three-year period. Mid-year grants in respect of an out-of-cycle promotion, increase in compensation or new-hire typically settle on the same timeframe as standard performance stock units granted that fiscal year. Target Setting For the 2024 fiscal year performance stock units granted in September 2023 for the 2024-2026 fiscal year period, the Compensation Committee selected Total Company Net Revenue and Business Unit AOI as the two financial metrics. Goals were set at the beginning of the 2024 fiscal year, based on the Company’s long-range strategic plan, which is subject to review by the Board in connection with its approval of the annual budget. The Company’s long-range plan is confidential and disclosure of those targets could provide information that could lead to competitive harm, and for this reason the performance stock unit financial performance targets are not disclosed; however, the Compensation Committee seeks to make target goals ambitious, requiring meaningful growth over the performance period, while threshold goals are expected to be achievable. The Company intends to disclose the Total Company Net Revenue and Business Unit AOI payout results as a percentage of target as well as the resulting payout for the 2024 fiscal year performance stock units as a percentage of target measured in the last year of the three-year vesting period (i.e., performance is based on 2026 fiscal year performance).

  32. Long-Term Incentives

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

  33. Long-Term Incentives

    The performance stock unit payout opportunity ranges from 0 to 110% of target, based on performance and subject to continued employment and employment agreement terms (as applicable). At the threshold performance level, the award would vest at 90% of the target performance stock units, and at or above the maximum performance level, the award would vest at 110% of the target performance stock units. If the Company exceeds threshold levels but does not achieve the targeted rates, or if the Company achieves or exceeds one target but not both, the award provides for partial payments. No performance stock units would vest if the Company fails to achieve both threshold levels of performance. Starting in fiscal year 2025 (and effective July 1, 2024), the target annual long-term incentive opportunity of Mr. Dolan was increased to $8,600,000, in accordance with the terms of his renewal employment agreement, and the target annual long-term incentive opportunity for Mr. D’Ambrosio was increased to $1,400,000. 2022 Fiscal Year Performance Stock Unit Awards The performance stock units issued by the Company at the time of the Distribution in respect of the SPHR performance stock units granted by Sphere Entertainment during the 2022 fiscal year (the “Company 2022 Performance Stock Units”) were amended by the Compensation Committee following the Distribution to reflect Total Company Net Revenue and Business Unit AOI performance objectives, weighted at 50% each, measured over a July 1, 2023 through June 30, 2024 performance period (the third year of the three-year performance award). The level of achievement for each performance objective was adjusted in accordance with the terms of the awards, which adjustments were approved by the Sphere Compensation Committee at the time the SPHR awards were granted. In August 2024, the Compensation Committee certified the Total Company Net Revenue and Business Unit AOI performance results as a percentage of target performance were calculated at 102.8% and 102.9%, respectively, with a resulting calculated payout for the Company 2022 Performance Stock Units of 102.9% of target.

  34. Vesting and Holding Requirements

    Vesting and Holding Requirements Under our executive compensation program for the fiscal year ended June 30, 2024, annual restricted stock unit awards vest ratably over three years and annual performance stock unit awards cliff-vest after three years to the extent that pre-determined financial performance targets measured in the last year of the three-year period are achieved, in each case, so long as the recipient is continuously employed by the Company, Sphere Entertainment, MSG Sports or any of their respective subsidiaries until the applicable vesting date (and subject to the performance conditions described above and any applicable terms of the award agreements and their employment agreement, which may supersede any continued employment obligations). With respect to our non-employee directors, and as discussed above under “ — Director Compensation,” compensation includes annual awards of restricted stock units. Pursuant to the award agreements, directors’ restricted stock units are settled in shares of Class A Common Stock (or, in the Compensation Committee’s discretion, cash) on the first business day following 90 days after the director incurs a separation from service (other than in the event of a director’s death, where the restricted stock units are settled immediately). One effect of the three-year cliff vesting and three-year ratable vesting, as the case may be (with respect to our NEOs and eligible employees), and the holding requirements (with respect to our non-employee directors), is to require each of our non-employee directors, NEOs and eligible employees to maintain significant holdings of Company securities at all times.

  35. Other

    We believe that post-termination benefits are integral to the Company’s ability to attract and retain qualified executive officers. Under certain circumstances, payments or other benefits may be provided to employees upon the termination of their employment with the Company. These may include payments or other benefits upon a termination by the Company without cause, termination by the employee for good reason, other voluntary termination by the employee, retirement, death, disability or termination following a change in control of the Company or following a going private transaction. With respect to the NEOs, the amounts and terms of such payments and other benefits (including the definition of “cause” and “good reason”) are governed by each NEO’s employment agreement and any applicable award agreements. Post-termination compensation is discussed in greater detail in “Executive Compensation Tables — Employment Agreements” and “— Termination and Severance” below.

  36. Stock Options

    Stock Options In connection with the Distribution, for every stock option of Sphere Entertainment held on April 14, 2023 (the “Distribution Record Date”), one stock option of the Company was issued with the same vesting period pursuant to the Employee Stock Plan. The one-for-one distribution ratio is consistent with treatment of Sphere Entertainment stockholders’ SPHR Class A or Class B common stock held on the Distribution Record Date. The existing exercise price was allocated between the existing SPHR stock options and the new Company stock options based upon the volume-weighted average prices of our Class A Common Stock and SPHR Class A common stock over the ten trading days immediately following the Distribution as reported by Bloomberg Business, and the underlying share count took into account the one-for-one distribution ratio. The terms of each employee’s applicable SPHR option award agreement are substantially similar to the terms of the Company’s award agreement, which governs our options. On the Distribution Record Date, our only NEO that held SPHR stock options was Mr. Dolan.

  37. Restricted Stock Units and Performance Stock Units

    Restricted Stock Units and Performance Stock Units In connection with the Distribution, each holder of a SPHR restricted stock unit received one Company restricted stock unit in respect of every one SPHR restricted stock unit held on the Distribution Record Date and continues to be entitled to a share of SPHR Class A common stock (or cash or other property) for each SPHR restricted stock unit in accordance with the SPHR award agreement. Additionally, each holder of a SPHR performance stock unit received one Company performance stock unit in respect of every one SPHR performance stock unit held on the Distribution Record Date and continues to be entitled to a share of SPHR Class A common stock (or cash or other property) for each SPHR performance stock unit in accordance with the SPHR award agreement. The one-for-one distribution ratio is consistent with the treatment of Sphere Entertainment stockholders’ SPHR Class A or Class B common stock on the Distribution Record Date. During the 2024 fiscal year, Sphere Entertainment deemed its 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 the Company, as discussed in the subsequent paragraph). In addition, the Company performance stock units with a performance period ending in fiscal year 2024 or 2025 were amended by the Compensation Committee to reflect performance conditions specific to the Company following the Distribution (excluding certain performance stock units granted to certain employees of Sphere Entertainment, as discussed in the subsequent paragraph). For individuals employed solely by the Company as of the Distribution (other than Mr. Byrnes), the Company’s final payout multiplier (representing a percentage of the target award opportunity), as determined based on the Company’s performance against the pre-approved performance metrics for those awards, was (or will be) applied to their SPHR and Company performance stock units with a performance period ending in fiscal year 2024 or 2025. For individuals employed solely by Sphere Entertainment as of the Distribution, their SPHR and Company 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 by both companies as of the Distribution, the payout multiplier for their Company performance stock units with a performance period ending in fiscal year 2024 or 2025 was (or will be) determined based on the performance of the Company and their SPHR performance stock units with a performance period ending in fiscal year 2024 or 2025 were (or will be) deemed earned at target. With respect to Mr. Byrnes, the Sphere Compensation Committee amended his SPHR performance stock units with a performance period ending in fiscal year 2024 or 2025 such that they were (or will be) deemed earned at target. For more information regarding Sphere Entertainment’s treatment of performance stock units, please see Sphere Entertainment’s 2024 Definitive Proxy Statement. Our restricted stock units and performance stock units were issued under our Employee Stock Plan and are subject to the same conditions and restrictions as the SPHR awards except as described above. The restricted stock units and performance stock units that we issued in respect of outstanding SPHR awards are affected by a change in control or going private transaction of the Company, Sphere Entertainment or MSG Sports, as set forth in the terms of the award agreement.

  38. Changes in Executive Officers

    | 2024 SUMMARY COMPENSATION TABLE |

  39. Changes in Executive Officers

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Current NEOs | | | | | | | | | James L. Dolan Executive Chairman and Chief Executive Officer | 2024 | 1,000,000 | — | 5,790,800 | 3,060,000 | 378,963 | 10,229,763 | | | 2023 | 176,923 | — | 6,007,772 | 3,064,000 | 58,744 | 9,307,439 | | | 2022(6) | 1,937,500 | — | 11,148,811 | 5,566,000 | 591,368 | 19,243,679 | | Michael J. Grau Executive Vice President and Chief Financial Officer(7) | 2024 | 255,769 | — | 825,977 | 446,250 | 8,252 | 1,536,248 | | Laura Franco Executive Vice President and General Counsel(8) | 2024 | 188,269 | 237,500 | 1,228,784 | 350,625 | 5,943 | 2,011,121 | | Philip G. D’Ambrosio Executive Vice President and Treasurer(9) | 2024 | 750,000 | — | 1,158,160 | 860,625 | 42,076 | 2,810,861 | | | 2023 | 146,923 | — | 555,228 | 430,875 | 4,689 | 1,137,715 | | | 2022(6) | 625,481 | — | 956,519 | 809,665 | 35,618 | 2,427,283 | | Former Executives | | | | | | | | | David F. Byrnes Former Executive Vice President and Chief Financial Officer(10) | 2024 | 369,231 | — | 1,640,768 | — | 28,100 | 2,038,099 | | | 2023 | 153,846 | — | 851,126 | 612,800 | 3,188 | 1,620,960 | | | 2022(6) | 338,462 | 811,868 | 993,165 | 1,113,200 | 11,893 | 3,268,588 | | Jamal H. Haughton Former Executive Vice President, General Counsel and Secretary(11) | 2024 | 401,923 | — | 1,254,694 | — | 27,740 | 1,684,357 | | | 2023 | 211,538 | — | 650,847 | 842,600 | 4,224 | 1,709,209 | | | 2022(6) | 613,462 | 250,000 | 1,075,940 | 1,530,650 | 13,112 | 3,483,164 | | Courtney M. Zeppetella Former Senior Vice President, Controller and Chief Accounting Officer(12) | 2024 | 518,269 | — | 482,608 | 420,750 | 35,385 | 1,457,012 | | | 2023 | 105,769 | — | 250,349 | 210,650 | 14,270 | 581,038 | | | 2022(6) | 84,615 | 200,000 | — | — | 224 | 284,839 |

  40. Changes in Executive Officers

    | 2024 GRANTS OF PLAN-BASED AWARDS |

  41. Changes in Executive Officers

    | OUTSTANDING EQUITY AWARDS AT JUNE 30, 2024 |

  42. Changes in Executive Officers

    | 2024 STOCK VESTED |

  43. Executive Deferred Compensation Plan

    | 2024 NONQUALIFIED DEFERRED COMPENSATION |

  44. Quantification of Termination and Severance

    | PAY VERSUS PERFORMANCE |

  45. Quantification of Termination and Severance

    | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid for PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | Average Compensation Actually Paid for Non-PEO NEOs ($)(4) | Value of Initial Fixed $100 Investment Based on: | | (GAAP) Net Income ($000s) (7) | Company Selected Performance Measure | | | | | | | Total Shareholder Return ($) (5) | Peer Group Total Shareholder Return ($) (6) | | Adjusted Operating Income ($000s) (8) | | 2024 | 10,229,763 | 10,864,371 | 1,922,950 | 1,439,877 | 110.45 | 109.27 | 144,300 | 211,505 | | 2023 | 9,307,439 | 10,567,167 | 1,259,701 | 1,349,409 | 108.49 | 108.33 | 76,044 | 175,048 |

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

    Analysis of the Information Presented in the Pay versus Performance Table While we utilize several performance measures to align executive compensation with performance, all of those measures are not presented in the Pay versus Performance Table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with CAP for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following graphic descriptions of the relationships between information presented in the Pay versus Performance Table. * The Compensation Committee determined compensation amounts in each year based on AOI as it was defined in the applicable year. The Company amended its definition of AOI during the fiscal year ended June 30, 2024 so that the impact of non-cash straight-line leasing revenue associated with the Arena License Agreements is no longer excluded. AOI presented in the Pay versus Performance Table for prior year periods has not been adjusted to reflect this amendment, and is therefore not comparable across periods. If the Company were to adjust AOI for the prior year period to reflect this amendment, such amount would be $201,593 in 2023.

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

    | CEO PAY RATIO |

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

    We are providing the following information about the relationship of the median annual total compensation of our employees and the total compensation of Mr. James L. Dolan, our Executive Chairman and Chief Executive Officer as of June 30, 2024, pursuant to the SEC’s pay ratio disclosure rules set forth in Item 402(u) of Regulation S-K (“Item 402(u)”). The pay ratio is calculated in a manner consistent with the SEC’s pay ratio disclosure rules. To identify our median employee, we first determined our employee population as of June 30, 2024, which consisted of employees located in the U.S. and internationally, representing all full-time, part-time, seasonal and temporary employees employed by the Company on that date. Using information from our payroll records, we then measured each employee’s annual total compensation, consisting of base salary, overtime payments, short and long-term incentives, and sales incentives. For non-U.S. employees paid in local currency, the total annual compensation was translated to U.S. dollars using published exchange rates as of June 30, 2024, and total compensation for full-time employees who were employed for less than the full fiscal year (i.e., full-time employees who were hired during the course of the 2024 fiscal year) was annualized. The Company did not otherwise make any adjustments under Item 402(u). Once we identified the median employee, we then determined that employee’s total compensation, including any perquisites and other benefits, in the same manner that we determined the total compensation of our NEOs for purposes of the Summary Compensation Table above. Given the nature of our business, more than half of our employee population consists of part-time, seasonal and temporary employees. These employees, by the nature of their limited hours worked during the year, have relatively low total compensation when compared to full-time employees. Item 402(u) does not permit annualized or full-time equivalent adjustments to the compensation of seasonal or temporary employees when identifying our median employee or calculating the pay ratio. Using these guidelines, for the 2024 fiscal year our Executive Chairman and Chief Executive Officer’s annualized total compensation of $10,229,763 and the median-compensated employee, a Server Assistant had an annual total compensation of $22,445. The resulting ratio was 456:1. Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio provided above may not be comparable to the pay ratio reported by other companies, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratio.