DEF 14A 1 e00167_cvc-def14a.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

       
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Cablevision Systems Corporation

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

   
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  2015 Notice of Annual Meeting
  and Proxy Statement

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

May 21, 2015 at 10:00 a.m. (local time)
1111 Stewart Avenue, Bethpage, New York

 
 
   
   
  Cablevision Systems Corporation
  1111 Stewart Avenue, Bethpage, NY 11714-3581

Dear Stockholder:

You are cordially invited to attend our annual meeting of stockholders at 10:00 a.m. on May 21, 2015 at our corporate headquarters building at 1111 Stewart Avenue, Bethpage, New York. You will have an opportunity to ask questions and to meet your directors and executives.

I look forward to seeing you at the meeting. Your vote is important to us. Stockholders may vote by using a toll-free telephone number or over the Internet. Also, if you receive a paper copy of the proxy card by mail, you may sign and return the proxy card in the envelope provided.

Sincerely yours,

 

Charles F. Dolan

Chairman

April 10, 2015

 
 

 

 

 

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

OF CABLEVISION SYSTEMS CORPORATION

   
   
   
Time: 10:00 a.m., Eastern Time
   
Date: May 21, 2015
   
Place: Cablevision Systems Corporation
  Corporate Headquarters
  1111 Stewart Avenue
  Bethpage, New York 11714
     
Purpose: · Elect directors
  · Ratify appointment of independent registered public accounting firm
  · Approve the Cablevision Systems Corporation 2015 Employee Stock Plan
  · Conduct other business if properly raised

Only stockholders of record on March 27, 2015 may vote at the meeting.

Your vote is important. We urge you to vote as soon as possible by telephone or over the Internet. If you receive a copy of the proxy card by mail, you may sign and return the proxy card in the envelope provided.

Important Notice: Our 2014 Annual Report on Form 10-K and the 2015 Proxy Statement are available at www.cablevision.com/investor/proxy.jsp

ADMISSION TICKET REQUIRED FOR ADMISSION TO THE ANNUAL MEETING

An admission ticket is required if you wish to attend the annual meeting in person. You can obtain and print your admission ticket at www.proxyvote.com. You will need the 16-digit control number, which can be found on your Notice of Internet Availability of Proxy Materials, voter instruction form and proxy card. For more details, read “Attending the Annual Meeting” on page 2 of the Proxy Statement.

By order of the Board of Directors

 

Jamal H. Haughton

Senior Vice President,

Associate General Counsel and Assistant Secretary

April 10, 2015

 
 

TABLE OF CONTENTS

     
     
     
General Information   1
Board and Governance Practices   3
Director Independence   3
Committees   4
Director Nominations   5
Director Selection   5
Board Leadership Structure   6
Risk Oversight   6
Corporate Governance Guidelines   6
Board Self-Assessment   7
Executive Sessions of Non-Management Board Members   7
Communicating with our Directors   7
Engaging with Stockholders   7
Code of Business Conduct and Ethics   7
Director Compensation   7
Director Compensation Table   8
Proposal 1 – Election of Directors   10
Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm   15
Report of Audit Committee   16
Our Executive Officers   17
Compensation Discussion and Analysis   18
Executive Summary   18
Compensation Practices and Policies   20
Elements of In-Service Compensation   22
Post-Termination Compensation   28
Tax Deductibility of Compensation   28
Report of Compensation Committee   29
Executive Compensation Tables   30
Summary Compensation Table   30
Grants of Plan-Based Awards   33
Outstanding Equity Awards at Fiscal Year-End   34
Option Exercises and Stock Vested   35
Pension Benefits   36
Nonqualified Deferred Compensation   38
Employment Agreements   39
Termination and Severance   47
Equity Compensation Plan Information   55
Proposal 3 – Approval of Cablevision Systems Corporation 2015 Employee Stock Plan   56
Related Party Policy and Certain Transactions   61
Stock Ownership Table   68
Other Matters   78
Exhibit A – Cablevision Systems Corporation 2015 Employee Stock Plan   A-1

 

   
     2015 Proxy Statement
 
 

GENERAL INFORMATION

 
 
 
VOTING RIGHTS

Holders of Cablevision NY Group Class A common stock (“Class A common stock”) and Cablevision NY Group Class B common stock (“Class B common stock”), as recorded in our stock register at the close of business on March 27, 2015, may vote at the meeting. On March 27, 2015, there were 221,567,532 shares of Class A common stock and 54,137,673 shares of Class B common stock outstanding. Each share of Class A common stock has one vote per share and holders will be voting for the election of six candidates to the Board of Directors. Each share

of Class B common stock has ten votes per share and holders will be voting for the election of twelve candidates to the Board of Directors. As a result of their ownership of Class B common stock, our Chairman, Charles F. Dolan, certain members of his family and related family entities, have the power to elect all of the directors to be elected by the holders of Class B common stock and to approve Proposals 2 and 3 regardless of how other shares are voted.

 
HOW TO VOTE

As permitted by rules adopted by the Securities and Exchange Commission, we have elected to provide access to our proxy materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders (other than those who previously requested electronic or paper delivery). All stockholders will have the ability to access the proxy materials on a website referred to in the Notice or request to receive a printed set of the proxy materials. There is no charge to you for requesting a copy of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed

set of proxy materials may be found in the Notice. In addition, stockholders may request to receive future proxy materials in printed form by mail or electronically by email on an ongoing basis.

You may vote in person at the meeting or by proxy. You may vote by telephone or over the Internet. Also, if you receive a paper copy of the proxy card by mail, you may sign and return the proxy card in the envelope provided. We recommend you vote by proxy even if you plan to attend the meeting. You can always change your vote at the meeting.

 
HOW PROXIES WORK

Cablevision Systems Corporation’s (the “Company”) Board of Directors (the “Board”) is asking for your proxy. If you submit a proxy, but do not specify how to vote, the Company representatives named in the proxy will vote your shares in favor of the director nominees identified in this proxy statement and Proposals 2 and 3.

The Notice contains instructions for telephone and Internet voting. Also, if you receive a paper copy of the proxy card by mail, you may sign and return the proxy card in the envelope

provided. Whichever method you use, giving us your proxy means you authorize us to vote your shares at the meeting in the manner you direct. You may vote for all, some, or none of our director candidates. You may also vote for or against Proposals 2 and 3 or abstain from voting.

You may receive more than one Notice or proxy or voting card depending on how you hold your shares. If you hold shares through another party, such as a bank or brokerage firm, you may receive material from them asking how you want to vote.

 
REVOKING A PROXY

You may revoke your proxy at any time before the final vote at the annual meeting by submitting a new proxy with a later date; by voting in person at the meeting; granting a subsequent proxy through the Internet or telephone or by notifying the

Company’s Investor Relations department in writing at Cablevision Systems Corporation, Investor Relations, 1111 Stewart Avenue, Bethpage, New York 11714, so that it is received prior to May 20, 2015.

 
SOLICITATION

These proxy materials are being provided in connection with the solicitation of proxies by the Company and are first being sent to stockholders on or about April 10, 2015. In addition to

this mailing, the Company’s employees may solicit proxies personally, electronically or by telephone. The Company pays the costs of soliciting proxies. We also reimburse brokers and other

     
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GENERAL INFORMATION

nominees for their expenses in sending these materials to you and obtaining your voting instructions. The Company has also retained D. F. King & Co., Inc. to assist in the solicitation of

proxies at a fee estimated at $15,000 plus reasonable out-of- pocket expenses.

 
VOTES NEEDED

Election of directors by the holders of Class A common stock (“Class A directors”) requires the affirmative vote of a plurality of votes cast by holders of Class A common stock. Election of directors by the holders of Class B common stock (“Class B directors”) requires the affirmative vote of a plurality of votes cast by holders of Class B common stock. Approval of Proposals 2 and 3 requires the favorable vote of a majority of the votes cast by the holders of Class A common stock and holders of Class B common stock, voting together as a single class.

Abstentions and broker non-votes are treated as present for quorum purposes. Abstentions and broker non-votes do not affect the voting on Proposal 1 as the voting for directors is based upon a plurality of the votes cast. Similarly, they are not treated as votes cast for purposes of Proposal 2 and, therefore, will not affect the voting on that proposal. Broker non-votes will

have no effect on the vote on Proposal 3. Under NYSE policy, however, abstentions are required to be treated as “votes cast” on that proposal notwithstanding that they are not treated as votes under Delaware law. Thus, abstentions will have the same effect as a vote against Proposal 3. Broker non-votes occur when a bank, brokerage firm or other nominee submits a proxy for the meeting but does not vote on one or more proposals because the beneficial owner of the shares did not provide voting instructions on those proposals.

Please note that brokers are not permitted to vote your shares on any of the proposals other than Proposal 2 unless you provide instructions as to how to vote. We encourage you to provide instructions to your broker regarding the voting of your shares.

 
ATTENDING THE ANNUAL MEETING

An admission ticket will be required if you desire to attend the annual meeting in person. To be admitted to the 2015 annual meeting, you must have been a stockholder at the close of business on the record date of March 27, 2015 or be the legal proxy holder or qualified representative of a stockholder, and bring with you your admission ticket and a valid government- issued photo identification card (federal, state or local), such as a driver’s license or passport. Persons without an admission ticket or proper identification may be denied admission to the annual meeting.

To obtain an admission ticket, go to www.proxyvote.com or call 1-866-232-3037. You will need to enter your 16-digit control number, which can be found on your Notice of Internet Availability of Proxy Materials, voter instruction form and proxy card. The deadline to obtain an admission ticket is 5:00 p.m. on May 11, 2015. For questions about admission to the annual meeting, please call 1-866-232-3037.

Please note that you will need your ticket to be admitted to the meeting whether you vote before or at the meeting, and regardless of whether you are a registered or beneficial stockholder. If you are attending the meeting as a proxy or qualified representative for a stockholder, you will need to bring your legal proxy or authorization letter, in addition

to your admission ticket and government-issued photo identification card.

Stockholders must provide advance written notice to the Company if they intend to have a legal proxy (other than the persons appointed as proxies on the Company’s proxy card) or qualified representative attend the annual meeting on their behalf. The notice must include the name and address of the legal proxy or qualified representative and must be received by 5:00 p.m., on May 8, 2015 in order to allow enough time for the issuance of an admission ticket to such person. For further details, read “Advance Notice of Proxy Holders and Qualified Representatives” on page 78 of this proxy statement.

Please note that cameras, video and audio recording equipment and other similar electronic devices, as well as large bags (including large handbags and briefcases) and packages will need to be checked at the door. Additionally, the Company may impose additional restrictions on items that must be checked at the door as well as the conduct of the meeting. To ensure the safety of all persons, attendees may also be subject to security inspections.

Requests for admission tickets will be processed in the order received. Please note that seating is limited, and requests for tickets will be handled on a first-come, first-served basis.

 
QUORUM

In order to carry on the business of the meeting, we must have a quorum. This means that at least a majority of the outstanding votes represented by outstanding shares eligible to vote must be represented at the meeting, either by proxy or in person.

If voting on a particular action is by class, a majority of the votes represented by the outstanding shares of such class constitutes a quorum for that action.

     
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BOARD AND GOVERNANCE PRACTICES

 
 
 
OVERVIEW

The following section provides an overview of our Board practices, Board committee responsibilities, our leadership structure, risk oversight, governance practices and director compensation.

Over the past year, we have taken several actions to be responsive to stockholder feedback and enhance our governance practices, including expanding our stockholder outreach effort and refreshing our Board with new independent Class A directors.

·Robust Shareholder Engagement Efforts. The Company maintains a stockholder outreach program to engage with investors on various matters in order to better understand stockholder perspectives regarding our corporate governance and executive compensation practices. In 2014 and 2015, we expanded these efforts and during the last twelve months, the Company had discussions with holders of more than 75% of our Class A common stock. In addition to members of management, independent Class A Directors participated in a number of these engagements.
·Board Refreshment. During the last twelve months, we added two new independent Class A directors to the Board, Joseph J. Lhota (May 2014) and Steven J. Simmons (July 2014). Each brings a fresh perspective and significant industry knowledge to the boardroom. With the addition of these directors, Class A director representation is approximately 33% of the Board, well-above the 25% required by our Certificate of Incorporation.

The Board met seven times in 2014. Each of our directors in 2014 attended at least 75% of the meetings of the Board and the committees of the Board on which he or she served during 2014, except for Kathleen M. Dolan and Marianne Dolan Weber .

We encourage our directors to attend annual meetings of stockholders and believe that attendance at annual meetings is just as important as attendance at Board and committee meetings. All of our then current directors in 2014 attended the 2014 annual stockholders meeting except for Frank J. Biondi and Marianne Dolan Weber.

 
DIRECTOR INDEPENDENCE

The Company’s Class A common stock is listed on the New York Stock Exchange. As a result, we are subject to the New York Stock Exchange’s corporate governance listing standards. However, a listed company that meets the New York Stock Exchange’s definition of “controlled company,” a company of which more than 50% of the voting power is held by a single entity or group, may elect not to comply with certain of these requirements. On March 19, 2004, the Class B stockholders who are members of the Dolan family and related family entities entered into a Stockholder Agreement relating, among other things, to the voting of their shares of the Company’s Class B common stock and filed a Schedule 13D with the Securities and Exchange Commission as a “group” under the rules of the Securities and Exchange Commission. As a result, we fall within the New York Stock Exchange’s definition of a “controlled company.”

As a “controlled company” we have the right to elect not to comply with the corporate governance rules of the New York Stock Exchange requiring: (i) a majority of independent directors on our Board, (ii) an independent corporate governance and nominating committee, and (iii) an independent compensation committee. Because of our status as a “controlled company” we have elected not to maintain a majority of independent directors on our Board or

to have a corporate governance and nominating committee. We do comply with the requirement for an independent compensation committee. Our Board elected not to comply with the requirement for a majority of independent directors on our Board because of our voting structure. Under the terms of our Amended and Restated Certificate of Incorporation, the holders of the Company’s 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.

In determining director independence, the Board applies the independence standards of the New York Stock Exchange and affirmatively determines whether each director has any other material relationship with the Company. In applying its independence standards, the Board has determined that each of the following non-employee directors is an independent member: Rand V. Araskog, Frank J. Biondi, Joseph J. Lhota, Thomas V. Reifenheiser, John R. Ryan, Steven J. Simmons, Vincent Tese and Leonard Tow. Each of those non-employee directors is also a nominee for director. In making the determination as to the independence of each director, the Board considered all relationships between that director and the Company and its affiliates and noted the following:

     
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BOARD AND GOVERNANCE PRACTICES
·Vincent Tese has served as an outside director of The Madison Square Garden Company since the date on which its common stock was distributed to the Company’s stockholders, February 9, 2010. The Board considered this relationship in evaluating Mr. Tese’s independence and determined it was not material.
·Leonard Tow has served as an outside director of AMC Networks Inc. since the date on which its common

stock was distributed to the Company’s stockholders, June 30, 2011. The Board considered this relationship in evaluating Dr. Tow’s independence and determined it was not material.

The Board has also determined that each member of our Audit Committee, as listed below, qualifies as “independent” under the independence standards of the Securities and Exchange Commission for audit committee members.

 
COMMITTEES

The Board has four standing committees: the Audit Committee, the Compensation Committee, the Independent Committee and the Executive Committee.

 
AUDIT COMMITTEE

Committee members: Messrs. Lhota (Chairman), Ryan, Tese and Tow currently comprise the Audit Committee.

Meetings in 2014: 5

The primary purposes of our Audit Committee are: (a) to assist the Board in its oversight of (i) the integrity of our financial statements, (ii) our compliance with legal and regulatory requirements, (iii) our independent registered public accounting firm’s qualifications and independence, and (iv) the performance of our internal audit function and independent registered public accounting firm; (b) to appoint, retain or terminate the Company’s independent registered public accounting firm and to pre-approve or to adopt appropriate procedures to pre-approve all audit, audit-related and other services, if any, to be provided by the independent registered public accounting firm; and (c) to prepare any report of the Audit Committee required by the rules and regulations of the Securities and Exchange Commission for inclusion in our annual proxy statement. The text of our Audit Committee

charter is available on our website at www.cablevision. com. A copy may be obtained, without charge, by writing to Cablevision Systems Corporation, Corporate Secretary, 1111 Stewart Avenue, Bethpage, New York 11714.

Our Board has determined that each member of the Audit Committee is independent as defined under the rules of both the New York Stock Exchange and the Securities and Exchange Commission, is financially literate and has accounting or related financial management expertise, as such qualifications are defined under the rules of the New York Stock Exchange, and that Joseph J. Lhota, Chairman of the Audit Committee, is an “audit committee financial expert” within the meaning of the rules of the Securities and Exchange Commission.

Our Board has established a procedure whereby complaints or concerns with respect to accounting, internal controls and auditing matters may be submitted to the Audit Committee. This procedure is described under “Communicating with Our Directors” below.

 
COMPENSATION COMMITTEE

Committee members: Messrs. Tese (Chairman), Lhota and Reifenheiser currently comprise the Compensation Committee.

Meetings in 2014: 10

The primary responsibilities of our Compensation Committee, as defined in the Committee’s Charter include:

·Establishing general compensation philosophy and overseeing the development and implementation of compensation programs, in consultation with management;
·Reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer and the other executive officers of the Company who are required to file reports under Section 16(a) of the Securities Exchange Act of 1934;
·Evaluating the executive officers’ performance in light of goals and objectives and determining and

approving their compensation levels based upon those evaluations;

·Overseeing the activities of the committee or committees administering our retirement plans;
·Approving any new equity compensation plan or material changes to an existing plan;
·Overseeing regulatory compliance with respect to compensation matters, in consultation with management; and
·Determining and approving any severance or similar termination payments to current or former executive officers.

The text of our Compensation Committee charter is available on our website at www.cablevision.com. A copy may be obtained, without charge, by writing to Cablevision Systems Corporation, Corporate Secretary, 1111 Stewart Avenue, Bethpage, New York 11714.

     
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BOARD AND GOVERNANCE PRACTICES

Our Board has determined that each member of the Compensation Committee is independent and meets the independence requirements applicable to compensation committee members under the rules of the New York Stock Exchange.

In accordance with its charter, the Compensation Committee has the authority to engage outside consultants to assist in the performance of its duties and responsibilities. The Compensation Committee uses an independent compensation consultant to assist the Compensation Committee in

determining whether the elements of the Company’s executive compensation program are reasonable and consistent with the Company’s objectives. For more information, see “Compensation Discussion and Analysis.”

Compensation Committee Interlocks and Insider Participation.

Messrs. Lhota, Tese and Reifenheiser served as the members of the Compensation Committee during 2014. None of them is a current or former officer or employee of the Company except for Mr. Lhota who was an employee of the Company from 2002 to 2010 .

 
EXECUTIVE COMMITTEE

Committee members: Messrs. James L. Dolan (Chairman) and Tese currently comprise the Executive Committee.

Meetings in 2014: 0

The Executive Committee has broad power to act on behalf of the Board. In practice, the Executive Committee typically acts on ordinary course matters that arise between Board meetings. The Executive Committee did not meet or take any actions in 2014.

 
INDEPENDENT COMMITTEE

Committee members: Messrs. Reifenheiser and Ryan currently comprise the Independent Committee.

Meetings in 2014: 15

The Independent Committee is comprised exclusively of independent directors and its primary responsibility is to review certain related party transactions in accordance with the Company’s Related Party Transaction Approval Policy. This Policy establishes an important independent oversight mechanism, which cannot be amended or terminated without the prior approval of a majority of the Independent Directors and by a majority of the directors elected by the holders of Class B common stock.

The Related Party Transaction Approval Policy stipulates that a committee of independent Directors shall be formed to approve any transaction that meets the related party disclosure requirements of the Securities and Exchange Commission as set forth in Regulation S-K Item 404 (“Item

404”). This independent committee review and approval requirement applies to Company and subsidiary transactions in which any director, officer, greater than 5% stockholder of the Company or any other “related person” as defined in Item 404 has or will have a direct or indirect material interest. Similarly, the Related Party Transaction Approval Policy provides that an independent committee oversee approval of transactions and arrangements between Cablevision and its subsidiaries, including CSC Holdings, on the one hand, and The Madison Square Garden Company and its subsidiaries (“MSG”), or AMC Networks Inc. and its subsidiaries (“AMC “), on the other hand, to the extent involving amounts in excess of the dollar threshold set forth in Item 404. The SEC currently sets this threshold at $120,000.

For more information, see “Related Party Policy and Certain Transactions - Agreements Related to the MSG Distribution and AMC Distribution - Related Party Transaction Approval Policy.”

 
DIRECTOR NOMINATIONS

The Board has established a nomination mechanism in our Corporate Governance Guidelines. 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 Class A common stock the right to elect up to 25% of the members of our Board. We believe that creating a nominating committee responsible for recommending nominees for election as directors would be inconsistent with the vested rights of the holders of Class B common stock.

 
DIRECTOR SELECTION

Our directors have not set specific, minimum qualifications that nominees must meet in order for them to be nominated for election to the Board. Rather, our directors believe that each nominee should be evaluated based on 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:

     
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BOARD AND GOVERNANCE PRACTICES
·The desire to have a Board that encompasses a broad range of skills, expertise, industry knowledge, diversity of viewpoints, opinions, background and experience, and contacts relevant to our businesses;
·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 skills and personality with those of other directors and potential directors in building a Board that is effective, collegial and responsive to the needs of the Company.

The Class A directors will evaluate possible candidates to recommend to the Board for nomination as Class A directors. The Board will also consider nominees for Class A directors recommended by our stockholders. Nominees recommended by stockholders will be given appropriate consideration in the same manner as other nominees. Stockholders who wish to submit nominees for consideration by the Board for election at our 2016 annual meeting of stockholders may do so by submitting in writing such nominees’ names, in compliance

with the procedures and along with the other information required by our by-laws. Any such nominee must be submitted to the Corporate Secretary of the Company, at Cablevision Systems Corporation, 1111 Stewart Avenue, Bethpage, New York 11714 not less than 60 nor more than 90 days prior to the date of our 2016 annual meeting of stockholders, provided that if the date of the meeting is publicly announced or disclosed less than 70 days prior to the date of the meeting, such notice must be given not more than ten days after such date is first announced or disclosed. See “Stockholder Proposals for 2016 Annual Meeting.”

The Class B directors will consult from time to time with one or more of the holders of Class B common stock to assure 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 the outstanding Class B common stock. The Class B directors do not intend to consider unsolicited suggestions of nominees. We believe that this is appropriate in light of the voting provisions of our Amended and Restated Certificate of Incorporation, which vest the right to elect the Company’s Class B directors exclusively in the holders of the Company’s Class B common stock.

 
BOARD LEADERSHIP STRUCTURE

Our Board of Directors has chosen to separate the roles of Chairman of the Board and Chief Executive Officer. The Board believes that this is the optimal leadership structure as it allows the Company to benefit from the services of its founder, Charles F. Dolan, particularly with respect to strategic

planning, while also benefitting from the extensive experience of its Chief Executive Officer, James L. Dolan, who has served as the Company’s Chief Executive Officer for 20 years, with responsibility for day- to-day management of the Company.

 
RISK OVERSIGHT

The Company’s Board believes that oversight of risk management is an important Board responsibility. The Audit Committee takes the lead on behalf of the Board in monitoring risk management. The Audit Committee discusses guidelines and policies governing the process by which senior management of the Company and the relevant departments of the Company assess and manage 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. We believe that our executive compensation program with its emphasis on long-term performance, its close connection to Company-wide and divisional performance and its significant equity components is designed to align the executives’ compensation with the Company’s long-term strategy and growth and, as a result, does not encourage excessive risk taking. Our Compensation Committee considers the issue of the Company’s exposure to risk in establishing and implementing our executive compensation programs.

 
CORPORATE GOVERNANCE GUIDELINES

Our Board has adopted Corporate Governance Guidelines that 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 Chairman of the Board and the Chief Executive Officer, management succession, Board and executive compensation, and Board self- evaluation

requirements. The full text of our Corporate Governance Guidelines may be viewed at our website at www.cablevision. com. A copy may be obtained, without charge, by writing to Cablevision Systems Corporation, Corporate Secretary, 1111 Stewart Avenue, Bethpage, New York 11714.

     
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BOARD AND GOVERNANCE PRACTICES

 

 
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 assessment process 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 conduct their 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 BOARD MEMBERS

Under our Corporate Governance Guidelines, our directors who are not also officers of the Company or any of its affiliates (“Non-management directors”) meet at least quarterly in executive sessions. If the Non-management directors include any directors who are not independent under the New York Stock Exchange rules, the independent directors meet in executive sessions at least semi-annually. The

Non-management directors designate the director who will preside at each executive session. Only a Non-management director who is also independent under the New York Stock Exchange Rules will preside at an executive session of the independent directors. Non-management directors who are family members of executive officers do not participate in the Non-management director meetings.

 
COMMUNICATING WITH OUR DIRECTORS

Our Board has adopted policies designed to allow stockholders and other interested parties to communicate with our directors. Any interested party that wishes to communicate with the Board or any director or the Non-management directors as a group should send communications in writing to Chairman of the Audit Committee, Cablevision Systems Corporation, c/o Corporate Secretary, 1111 Stewart Avenue, Bethpage, New York 11714. Any person, whether or not an employee, who has a concern with respect to accounting,

internal accounting controls or auditing matters, may, in a confidential or anonymous manner, communicate those concerns to our Audit Committee by contacting The Network, Inc., which has been designated to act as a confidential contact organization for this purpose, at 1-888-310-6742. This information on communicating with the Audit Committee and Non-management directors is also available on our website at www.cablevision.com.

 
ENGAGING WITH STOCKHOLDERS

The Company regularly engages with stockholders, including through its investor relations program and through meetings and calls with stockholders on various matters, including corporate governance and executive compensation. We increased the frequency of engagements with stockholders

on corporate governance and executive compensation topics in 2014 and 2015. As part of this overall effort, during the last twelve months the Company had discussions with holders of more than 75% of Class A common stock.

 
CODE OF BUSINESS CONDUCT AND ETHICS

Our Board has adopted a Code of Business Conduct and Ethics for our directors, officers and employees. A portion of this Code of Business Conduct and Ethics also serves as a code of ethics for our senior financial officers. Among other things, our Code of Business Conduct and Ethics covers conflicts of interest, disclosure responsibilities, legal compliance, confidentiality, corporate opportunities, fair

dealing, protection and proper use of assets, and equal employment opportunity and harassment. The full text of the code is available on our website at www.cablevision. com. A copy may be obtained, without charge, by writing to Cablevision Systems Corporation, Corporate Secretary, 1111 Stewart Avenue, Bethpage, New York 11714.

 
DIRECTOR COMPENSATION

Directors who are Company employees receive no extra compensation for serving as directors. Non-employee directors receive annual compensation in the form of cash and restricted stock units.

Prior to 2015 each non-employee director received a base fee of $60,000 per year, $2,000 per Board, committee and Non- management director meeting attended in person, and $500 per Board, committee and Non-management director meeting attended by telephone. Non-employee directors also received

     
2015 Proxy Statement             7
 
 
BOARD AND GOVERNANCE PRACTICES

$7,500 annually per committee membership and $15,000 annually per committee chairmanship.

Each year prior to 2015, each non-employee director received a grant of restricted stock units with a value equal to $110,000, based on the closing price of Class A common stock on the New York Stock Exchange on the date of grant. The restricted stock units are fully vested on the date of grant, but must be retained for the full duration of board service and for 90 days following termination of service. The shares of Class A common stock represented by the restricted stock units are delivered to the non-employee directors 90 days after the end of their service on the Board. As a result, each of our directors effectively maintains stock ownership in the Company.

The Company reviews its director compensation every three years. The most recent review was conducted in 2014. Pay Governance, LLC (“Pay Governance”), the consultant to the Compensation Committee, reviewed director compensation among companies in the peer group and supplemental peer group which the Company uses for its review of executive compensation. Based upon this review and the recommendation of Pay Governance, the Board of Directors approved, effective January 2015, an increase in the annual base fee for non-employee directors to $100,000, an increase in the value of the annual restricted stock unit grant to $150,000 and an increase in the annual fee for the chairman of the Audit Committee to $20,000.

Directors who reside in our service territory are entitled to receive free cable television, high-speed-data and voice services for their primary residence.

Our non-employee directors are entitled to use the Company’s travel service department from time to time to make arrangements for their personal travel. Except as noted below, the Company does not pay any of the directors’ travel expenses other than the cost of travel on Company business. The Company believes it is beneficial to the Company for directors to participate in certain Company events and meet with management, customers and other individuals who have important relationships with the Company. Accordingly, from time to time the Company requests that certain directors attend events, including events outside the New York area. In these instances, the Company provides the directors with transportation and reimburses the directors for expenses for themselves and, in certain cases, their spouses.

Charles F. Dolan, James L. Dolan, Kristin A. Dolan and Brian G. Sweeney are employees of the Company and their compensation for 2014 is discussed under “Executive Compensation.”

Edward C. Atwood, Patrick F. Dolan and Thomas C. Dolan are employees of the Company and their compensation for 2014 is discussed under “Related Party Policy and Certain Transactions.”

 
DIRECTOR COMPENSATION TABLE

The table below summarizes the total compensation paid to or earned by each of our non-employee directors for the year

ended December 31, 2014. Directors who are employees of the Company receive no compensation for service as directors.

                                             
Name   Fees Earned Or
Paid in Cash
($)(1)
  Stock
Awards
($)(2)
  Option
Awards
($)(3)
  Non-Equity
Incentive Plan
Compensation
($)
  Change in
Pension Value and
Nonqualified Deferred
Compensation Earnings
  All Other
Compensation
($)(4)
  Total
($)
 
Joseph J. Lhota     61,184     110,000                     171,184  
Thomas V. Reifenheiser     105,000     110,000                 *     223,705  
John R. Ryan     126,958     110,000                     236,958  
Steven J. Simmons     28,935     45,833                 *     77,689  
Vincent Tese     103,500     110,000                 *     223,386  
Leonard Tow     82,000     110,000                 *     201,670  
Rand V. Araskog     68,949     110,000                 *     186,332  
Frank J. Biondi     75,307     110,000                     185,307  
Kathleen M. Dolan     64,000     110,000                     174,000  
Deborah Dolan-Sweeney (5)     68,000     110,000                     178,000  
Marianne Dolan Weber     64,457     110,000                 *     182,944  

* Represents less than $10,000.

     
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BOARD AND GOVERNANCE PRACTICES

1.   The amounts reported for fees include expenses incurred in attending meetings for which the Company reimburses each non-employee director.

2.   This column reflects the aggregate grant date fair value of the 6,403 restricted stock units granted in 2014 to each non-employee director, excluding Steven J. Simmons, as calculated under Accounting Standards Codification (“ASC”) Topic 718. For Steven J. Simmons’, this column reflects the aggregate grant date fair value of the 2,391 restricted stock units granted in 2014 as calculated under ASC Topic 718. For each non-employee director, the aggregate number of restricted stock units outstanding at December 31, 2014 is as follows: Mr. Lhota, 6,403; Mr. Reifenheiser, 51,756; Mr. Ryan, 51,756; Mr. Simmons, 2,391; Mr. Tese, 51,756; Dr. Tow, 48,007; Mr. Araskog, 48,007; Mr. Biondi, 48,007; Ms. Dolan, 41,369; Ms. Dolan-Sweeney, 37,137; and Ms. Dolan Weber, 48,007.

3.No stock options were granted in 2014. Prior to 2007, stock options were granted to non-employee directors.

For each non-employee director, the aggregate number of shares of Class A common stock underlying outstanding stock options held at December 31, 2014 is as follows: Mr. Lhota, 0; Mr. Reifenheiser, 8,000; Mr. Ryan, 8,000; Mr. Simmons, 0; Mr. Tese, 8,000; Dr. Tow, 8,000; Mr. Araskog, 0; Mr. Biondi, 8,000; Ms. Dolan, 0; Ms. Dolan-Sweeney, 0; and Ms. Dolan Weber, 8,000.

4.This column includes, for each individual, as applicable, an amount for free cable television, high-speed data and voice services.

5.   All other compensation for Ms. Dolan-Sweeney is reported in “Executive Compensation” under Mr. Sweeney.

     
2015 Proxy Statement             9
 
 

PROPOSAL 1

 
 
 
ELECTION OF DIRECTORS

The Board has nominated the eighteen director candidates named below all of whom currently serve as our directors except for Paul J. Dolan. Of the eighteen nominees for director, twelve are to be elected by the Class B stockholders and six are to be elected by the Class A stockholders. All of the directors are elected for a one year term and serve until their successors are elected and qualified or until their earlier resignation or removal.

Each current director was elected by the stockholders at the last annual meeting held on May 22, 2014, except for Steven J. Simmons who was appointed to the Board on July 29, 2014.

The Company representatives named in the proxy intend to vote for the election of each of the director nominees below, unless you indicate on your proxy that your vote should be withheld from any or all of the nominees.

If a Class A director nominee becomes unavailable to serve before the election, the Company representatives named in the Class A proxy would be authorized to vote for a replacement Class A director nominee if the Board names one. If a Class B director nominee becomes unavailable to serve before the election, the Company representatives named in the Class B proxy would be authorized to vote for a replacement Class B director nominee if the Board names one.

Information on each of our nominees is given below.

The Board recommends you vote FOR each of the following candidates:

Directors to be elected by Class A Stockholders

·JOSEPH J. LHOTA, 60, Director of the Company since 2014. Senior Vice President, Vice Dean and Chief of Staff at NYU Langone Medical Center since 2014. In 2013, Mr. Lhota was a candidate for Mayor of the City of New York. He was Chairman and Chief Executive Officer of the New York Metropolitan Transportation Authority from 2011 to 2012, New York City Deputy Mayor for Operations from 1997 to 2001 and New York City Budget Director from 1995 to 1997. From 2002 to 2010, Mr. Lhota was Executive Vice President of the Company, and from 2010 to 2011 he was Executive Vice President of The Madison Square Garden Company. From 1980 to 1994, Mr. Lhota was an investment banker. Prior, he was a Senior Accountant with Arthur Andersen & Co. He is a graduate of the Harvard Business School and Georgetown University. Mr. Lhota is a director of First Aviation Services, Inc. and a trustee of The City University of New York.

In light of Mr. Lhota’s experience as a senior executive of the Company, his experience as a senior executive at other major public companies, his knowledge of the industry, his government service, including leading a major governmental organization, his experience as an investment banker and accountant, and his service as a director of other public companies, our Board of Directors, acting on the unanimous recommendation of the directors elected by the Class A stockholders, has concluded that he should be elected to the Board.

·THOMAS V. REIFENHEISER, 79, Director of the Company since 2002. Mr. Reifenheiser retired as a Managing Director of JP Morgan Chase, overseeing the Global Media and Telecommunications Division in September 2000 after 38 years with JP Morgan Chase and its predecessors. Mr. Reifenheiser is a director of Lamar Advertising Company. During the past five years, Mr. Reifenheiser was a director of Citadel Broadcasting Corporation and Mediacom Communications Corporation.

In light of Mr. Reifenheiser’s experience as a commercial banker to media and telecommunications companies, his service as a director of other public companies, as well as the knowledge and experience he has gained and contributions he has made during his tenure as a director of the Company, our Board of Directors, acting on the unanimous recommendation of the directors elected by the Class A stockholders, has concluded that he should be reelected to the Board.

·VICE ADMIRAL JOHN R. RYAN USN (RET.), 69, Director of the Company since 2002. President and Chief Executive Officer of the Center for Creative Leadership in Greensboro, North Carolina since June 2007. He was Chancellor of the State University of New York from June 2005 to June 2007. He was President of the State University of New York Maritime College from June 2002 to June 2005, Interim President of State University at Albany from February 2004 to February 2005, and Superintendent of the United States Naval Academy from June 1998 to June 2002. Vice Admiral Ryan’s military career included positions as Commander of the Maritime Surveillance and Reconnaissance Force, US Sixth Fleet/ Commander, Fleet Air Mediterranean Commander, Maritime Air Forces, Mediterranean until his retirement from the U.S. Navy in July 2002. Vice Admiral Ryan is also the lead director of CIT Group Inc., a director of Barnes & Noble, Inc. and Chairman of the U.S. Naval Academy Foundation Board.
     
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PROPOSAL 1

In light of Vice Admiral Ryan’s experience in military service, his leadership positions at major universities, his experience as the chief executive officer of another company, his service as a director of other public companies, as well as the knowledge and experience he has gained and contributions he has made during his tenure as a director of the Company, our Board of Directors, acting on the unanimous recommendation of the directors elected by the Class A stockholders, has concluded that he should be reelected to the Board.

·STEVEN J. SIMMONS, 68, Director of the Company since 2014. Chairman and Chief Executive Officer of Simmons Patriot Media & Communications, LLC, a management firm specializing in media and communications since 2002. He also serves as Chairman of RCN Telecom Services, LLC since 2010, Grande Communications since 2013 and PPR Media, LLC/Choice Communications since 2008. Mr. Simmons was a director of Virgin Media Inc. from 2008 to 2013. He also served as the Chairman of the Connecticut Commission of Educational Achievement and now chairs the Connecticut Counsel for Education Reform.

In light of Mr. Simmons’ experience as the chief executive officer of a media and communications company, his service as a director of another public company, and his knowledge of the industry, our Board of Directors, acting on the unanimous recommendation of the directors elected by the Class A stockholders, has concluded that he should be elected to the Board.

·VINCENT TESE, 72, Director of the Company since 1996. Mr. Tese served as Chairman and Chief Executive Officer of the New York State Urban Development Corporation from 1985 to 1987 and as Director of Economic Development for New York State from 1987 to December 1994. Mr. Tese is Chairman of Bond Street Holdings LLC and Executive Chairman of Florida Community Bank and is a director of Intercontinental Exchange, Inc., ICE Clear Credit LLC, Mack-Cali Realty Corporation, The Madison Square Garden Company and New York Racing Association, Inc., and a trustee of New York Presbyterian Hospital and New York University School of Law. During the past five years, Mr. Tese was a director of Bowne & Company, Inc., Municipal Art Society, NRDC Acquisition Corp., GGCP, Inc., Wireless Cable International, Inc. and Xanboo Inc.

In light of Mr. Tese’s experience as the chief executive officer of the New York State Urban Development Corporation, his government service, his experience as the executive chairman of private companies, his service as a director of other public companies, as well as the knowledge and experience he has gained and contributions he has made during his tenure as a director of the Company, our Board of Directors, acting on the unanimous recommendation of the directors

elected by the Class A stockholders, has concluded that he should be reelected to the Board.

·DR. LEONARD TOW, 86, Director of the Company since 2005. Chief Executive Officer of New Century Holdings LLC, an outdoor advertising company, since January 2005. Dr. Tow is a director of AMC Networks Inc., was a director of Citizens Communications Company from 1989 to September 2004 and was Chairman and Chief Executive Officer of Citizens Communications Company from 1990 to September 2004. Dr. Tow is also a Trustee of Columbia University Mailman School of Public Health.

In light of Dr. Tow’s experience as a founder and chief executive officer of a major cable television company, his experience as the chief executive officer of a private company, as well as the knowledge and experience he has gained and contributions he has made during his tenure as a director of the Company, our Board of Directors, acting on the unanimous recommendation of the directors elected by the Class A stockholders, has concluded that he should be reelected to the Board.

Directors to be elected by Class B Stockholders

·RAND V. ARASKOG, 83, Director of the Company since 2005. He is a retired Chairman and CEO of ITT Corporation. He is self employed as a private investor as principal in RVA Investments since March 1998.

In light of Mr. Araskog’s experience as the chief executive officer of a public company and as a principal in a private investment company, as well as the knowledge and experience he has gained and contributions he has made during his tenure as a director of the Company, our Board of Directors, acting on the unanimous recommendation of the directors elected by the Class B stockholders, has concluded that he should be reelected to the Board.

·EDWARD C. ATWOOD, 79, Director of the Company since May 2011. Vice President - Multimedia Services of the Company from 1998 to 2014. Mr. Atwood is the brother- in-law of Charles F. Dolan, the uncle of James L. Dolan, Kathleen M. Dolan, Patrick F. Dolan, Deborah Dolan- Sweeney, Thomas C. Dolan and Marianne Dolan Weber and the uncle by marriage of Kristin A. Dolan and Brian G. Sweeney .

In light of Mr. Atwood’s experience in various positions with Cablevision since 1982, as well as the knowledge and experience he has gained and contributions he has made during his tenure as a director of the Company, our Board of Directors, acting on the unanimous recommendation of the directors elected by the Class B stockholders, has concluded that he should be reelected to the Board.

·FRANK J. BIONDI, 70, Director of the Company since 2005. Senior Managing Director of WaterView Advisors LLC since
     
2015 Proxy Statement             11
 
 
PROPOSAL 1

June 1999. Mr. Biondi is a director of Hasbro, Inc., Seagate Technology, Amgen, Inc. and RealD Inc. During the past five years, Mr. Biondi was a director of Yahoo Inc.

In light of Mr. Biondi’s experience as a managing director of a private company and as a director of other public companies, as well as the knowledge and experience he has gained and contributions he has made during his tenure as a director of the Company, our Board of Directors, acting on the unanimous recommendation of the directors elected by the Class B stockholders, has concluded that he should be reelected to the Board.

·CHARLES F. DOLAN, 88, Director of the Company since 1985. Chairman of the Company since 1985. Executive Chairman of AMC Networks Inc. since June 2011. Chief Executive Officer of the Company from 1985 to October 1995. Founded and acted as the General Partner of the Company’s predecessor from 1973 to 1985. Established Manhattan Cable Television in 1961 and Home Box Office in 1971. He serves as a director of AMC Networks Inc. and The Madison Square Garden Company. Charles F. Dolan is the father of James L. Dolan, Kathleen M. Dolan, Patrick F. Dolan, Thomas C. Dolan, Deborah Dolan-Sweeney and Marianne Dolan Weber, the father- in-law of Kristin A. Dolan and Brian G. Sweeney, the brother-in-law of Edward C. Atwood and the uncle of Paul J. Dolan .

In light of Mr. Dolan’s experience as founder, his service as Chairman and, previously, as the Chief Executive Officer of Cablevision and its predecessors, as well as the knowledge and experience he has gained and contributions he has made during his tenure as a director of the Company, our Board of Directors, acting on the unanimous recommendation of the directors elected by the Class B stockholders, has concluded that he should be reelected to the Board.

·JAMES L. DOLAN, 59, Director of the Company since 1991. Chief Executive Officer of the Company since October 1995. President of the Company from June 1998 to April 2014. Executive Chairman of The Madison Square Garden Company since July 2009. Chairman of Madison Square Garden, L.P. from 1999 to 2010. Chief Executive Officer of Rainbow Media Holdings, Inc., a subsidiary of the Company, from September 1992 to October 1995. Vice President of the Company from 1987 to September 1992. He serves as a director of AMC Networks Inc. and The Madison Square Garden Company. During the past five years, Mr. Dolan was a director of Live Nation Entertainment, Inc. James L. Dolan is the son of Charles F. Dolan, the spouse of Kristin A. Dolan, the brother of Kathleen M. Dolan, Patrick F. Dolan, Thomas C. Dolan, Deborah Dolan-Sweeney and Marianne Dolan Weber, the brother-in-law of Brian G. Sweeney, the nephew of Edward C. Atwood and the cousin of Paul J. Dolan.

In light of Mr. Dolan’s experience in various positions with Cablevision since 1979, including as its Chief Executive Officer since 1995, as well as the knowledge and experience he has gained and contributions he has made during his tenure as a director of the Company, our Board of Directors, acting on the unanimous recommendation of the directors elected by the Class B stockholders, has concluded that he should be reelected to the Board.

·KRISTIN A. DOLAN, 49, Director of the Company since 2010. Chief Operating Officer of the Company since April 2014. President, Optimum Services of the Company from April 2013 to April 2014. Senior Executive Vice President of Product Management and Marketing from November 2011 to April 2013. Senior Vice President of the Company from 2003 to 2011. Ms. Dolan has been an employee of the Company since 1990. She serves as a director of AMC Networks Inc. and The Madison Square Garden Company. Kristin A. Dolan is the daughter-in- law of Charles F. Dolan, the spouse of James L. Dolan, the sister-in-law of Kathleen M. Dolan, Patrick F. Dolan, Thomas C. Dolan, Brian G. Sweeney, Deborah Dolan-Sweeney and Marianne Dolan Weber, the niece by marriage of Edward C. Atwood and the cousin by marriage of Paul J. Dolan .

In light of Ms. Dolan’s experience in various positions with Cablevision since 1990, as well as the knowledge and experience she has gained and contributions she has made during her tenure as a director of the Company, our Board of Directors, acting on the unanimous recommendation of the directors elected by the Class B stockholders, has concluded that she should be reelected to the Board.

·PATRICK F. DOLAN, 63, Director of the Company since 1991. President of News 12 Networks of the Company since February 2002. Vice President of News from September 1995 to February 2002. News Director of News 12 Long Island, a subsidiary of the Company, from December 1991 to September 1995. He serves as director of AMC Networks Inc. Patrick F. Dolan is the son of Charles F. Dolan, the brother of James L. Dolan, Kathleen M. Dolan, Thomas C. Dolan, Deborah Dolan-Sweeney and Marianne Dolan Weber, the brother-in-law of Kristin A. Dolan and Brian G. Sweeney, the nephew of Edward C. Atwood and the cousin of Paul J. Dolan.

In light of Mr. Dolan’s experience as a member of Cablevision’s founding family and in various positions with Cablevision since 1989, as well as the knowledge and experience he has gained and contributions he has made during his tenure as a director of the Company, our Board of Directors, acting on the unanimous recommendation of the directors elected by the Class B stockholders, has concluded that he should be reelected to the Board.

     
12              2015 Proxy Statement
 
 
PROPOSAL 1
·PAUL J. DOLAN, 56, Chairman and Chief Executive Officer of the Cleveland Indians Major League Baseball team since 2010. Mr. Dolan was President of the Cleveland Indians from 2004 to 2010 and Vice President and General Counsel from 2000 to 2004. Mr. Dolan has served on multiple committees of Major League Baseball and is currently on the MLB’s Long Range Planning Committee and Ownership Committee. Since 2006, Mr. Dolan has been a Director and a member of the Compensation Committee of The J.M. Smucker Company. He was Chairman and Chief Executive Officer of Fast Ball Sports Productions, a sports media company, from 2006 through 2012. Mr. Dolan received his BA from St. Lawrence University and his JD from Notre Dame Law School. Mr. Dolan is the nephew of Charles F. Dolan and the cousin of James L. Dolan, Kathleen M. Dolan, Patrick F. Dolan, Thomas C. Dolan, Deborah Dolan-Sweeney and Marianne Dolan Weber and a cousin by marriage of Kristin A. Dolan and Brian G. Sweeney.

In light of Mr. Dolan’s experience as the chief executive officer of another company and his service as a director of another public company, our Board of Directors, acting on the unanimous recommendation of the directors elected by the Class B stockholders, has concluded that he should be elected to the Board.

·THOMAS C. DOLAN, 62, Director of the Company since 2007. Executive Vice President-Strategy and Development, Office of the Chairman since September 2008. Executive Vice President and Chief Information Officer of the Company from October 2001 until April 2005. Mr. Dolan was on unpaid leave of absence from April 2005 until September 2008. Senior Vice President and Chief Information Officer of the Company from February 1996 to October 2001. Vice President and Chief Information Officer of the Company from July 1994 to February 1996. General Manager of the Company’s East End Long Island cable system from November 1991 to July 1994. System Manager of the Company’s East End Long Island cable system from August 1987 to October 1991. He also served as a director of the Company from March 1998 to May 2005. He serves as a director of AMC Networks Inc. and The Madison Square Garden Company. Thomas C. Dolan is the son of Charles F. Dolan, the brother of James L. Dolan, Kathleen M. Dolan, Patrick F. Dolan, Deborah Dolan-Sweeney and Marianne Dolan Weber, the brother-in-law of Kristin A. Dolan and Brian G. Sweeney, the nephew of Edward C. Atwood and the cousin of Paul J. Dolan.

In light of Mr. Dolan’s experience as a member of Cablevision’s founding family and in various positions with Cablevision since 1987, as well as the knowledge and experience he has gained and contributions he has made during his tenure as a director of the Company,

a majority of our Board of Directors, acting on the recommendation of a majority of the directors elected by the Class B stockholders, has concluded that he should be reelected to the Board. In light of the lawsuit filed by Thomas C. Dolan against Cablevision described under “Related Party Policy and Certain Transactions - Certain Other Transactions,” the following directors abstained from the Board’s recommendation on Thomas C. Dolan: Messrs. Araskog, Biondi, Lhota, Reifenheiser, Ryan, Simmons, Tese and Tow.

·DEBORAH DOLAN-SWEENEY, 51, Director of the Company since 2008. Director of Dolan Family Foundation since 1986. Director of Dolan Children’s Foundation since 1997. During the past five years, Ms. Dolan-Sweeney served as a director of The Madison Square Garden Company. Deborah Dolan-Sweeney is the daughter of Charles F. Dolan, the spouse of Brian G. Sweeney, the sister of James L. Dolan, Kathleen M. Dolan, Patrick F. Dolan, Thomas C. Dolan and Marianne Dolan Weber, the sister-in-law of Kristin A. Dolan, the niece of Edward C. Atwood and the cousin of Paul J. Dolan.

In light of Ms. Dolan-Sweeney’s experience as a member of Cablevision’s founding family, as well as the knowledge and experience she has gained and contributions she has made during her tenure as a director of the Company, our Board of Directors, acting on the unanimous recommendation of the directors elected by the Class B stockholders, has concluded that she should be reelected to the Board.

·BRIAN G. SWEENEY, 50, Director of the Company since 2005. President and Chief Financial Officer of the Company since March 2015. President of the Company from April 2014 to March 2015. Senior Executive Vice President, Strategy and Chief of Staff from January 2013 to April 2014. Senior Vice President - eMedia of the Company from January 2000 to January 2013. He serves as a director of AMC Networks Inc. and The Madison Square Garden Company. Brian G. Sweeney is the son-in-law of Charles F. Dolan, the spouse of Deborah Dolan-Sweeney, the brother-in-law of James L. Dolan, Kathleen M. Dolan, Kristin A. Dolan, Patrick F. Dolan, Thomas C. Dolan and Marianne Dolan Weber the nephew by marriage of Edward C. Atwood and the cousin by marriage of Paul J. Dolan .

In light of Mr. Sweeney’s experience in various positions with Cablevision since 1993, as well as the knowledge and experience he has gained and contributions he has made during his tenure as a director of the Company, our Board of Directors, acting on the unanimous recommendation of the directors elected by the Class B stockholders, has concluded that he should be reelected to the Board.

     
2015 Proxy Statement             13
 
 
PROPOSAL 1
·MARIANNE DOLAN WEBER, 57, Director of the Company since 2005. President of Dolan Family Foundation from 1986 to September 1999. Chairman of Dolan Family Foundation from September 1999 through 2011. President of Dolan Children’s Foundation from 1997 to September 1999. Chairman of Dolan Children’s Foundation from September 1999 through 2011. Manager of Dolan Family Office, LLC from 1997 through 2011. She serves as a director of AMC Networks Inc. During the past five years, Ms. Dolan Weber served as a director of The Madison Square Garden Company. Marianne Dolan Weber is the daughter of Charles F. Dolan, the sister of James L. Dolan, Kathleen M. Dolan, Patrick F. Dolan, Thomas C. Dolan and Deborah Dolan-

Sweeney, the sister-in-law of Kristin A. Dolan and Brian G. Sweeney, the niece of Edward C. Atwood and the cousin of Paul J. Dolan .

In light of Ms. Dolan Weber’s experience as a member of Cablevision’s founding family and as Chairman of the Dolan Family Foundation and the Dolan Children’s Foundation, as well as the knowledge and experience she has gained and contributions she has made during her tenure as a director of the Company, our Board of Directors, acting on the unanimous recommendation of the directors elected by the Class B stockholders, has concluded that she should be reelected to the Board.

     
14              2015 Proxy Statement
 
 

PROPOSAL 2

 
 
 
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board has approved the retention of KPMG LLP (“KPMG”) as our independent registered public accountants for 2015. KPMG will audit our financial statements for fiscal year 2015. We are asking that you ratify that appointment, although your ratification is not required. A KPMG representative will be at the annual meeting to answer appropriate questions and to make a statement if he or she desires. This proposal requires the affirmative vote of the majority of the votes cast by the holders of Class A common stock and Class B common stock, voting together as

a single class. In accordance with our Amended and Restated Certificate of Incorporation, holders of Class A common stock have one vote per share and holders of Class B common stock have ten votes per share.

The Board recommends you vote FOR this proposal.

KPMG LLP Information

The following table presents fees for services rendered by KPMG in 2013 and 2014.

           
    2013   2014  
    (in thousands)  
Audit Fees(1)   $ 3,950   $ 3,892  
Audit Related Fees(2)     703     583  
Tax Fees(3)     56     66  
All Other Fees(4)     940     313  
Total Fees   $ 5,649   $ 4,854  
1.Audit fees consisted of services for: (1) the audit of the Company’s annual financial statements, (2) audits of internal control over financial reporting, (3) reviews of the interim financial statements included in the Company’s Quarterly Reports on Form 10-Q, and (4) XBRL-related agreed-upon procedures related to the Company’s Quarterly Reports on Form 10-Q and Annual Report on Form 10-K.
2.Audit related fees consisted principally of services relating to regulatory requirements of certain subsidiaries, audits of employee benefit plans, agreed upon procedures or expanded audit procedures to comply with contractual agreements and filings with the Securities and Exchange Commission.
3.Tax fees consisted of fees for tax consultation services.
4.This fee category consists of fees billed for services other than the services reported in other categories, and consists of fees for permissible advisory services not related to the audit.

The Audit Committee’s policy requires that the Audit Committee pre-approve audit and non-audit services performed by the independent registered public accounting firm. The Audit Committee may delegate its pre-approval authority to the Chairman or any other member of the Audit Committee. All of the services for which fees were disclosed in the table above were pre-approved under the Audit Committee’s pre-approval policy.

     
2015 Proxy Statement             15

 

 
 

REPORT OF AUDIT COMMITTEE

 

 

 

In accordance with its charter, the Audit Committee assists the Board in its oversight of the Company’s financial reporting process. Management of the Company is responsible for the preparation, presentation and integrity of the Company’s financial statements and for maintaining appropriate accounting and financial reporting principles and policies and internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm (the “independent auditor”) is responsible for auditing the Company’s annual financial statements and expressing opinions as to the conformity of the annual financial statements with generally accepted accounting principles and on the effectiveness of the Company’s internal control over financial reporting.

As part of its oversight activities during 2014, the Audit Committee discussed with the independent auditor the overall scope and plans for its audit and approved the terms of its engagement letter. The Audit Committee also reviewed the Company’s internal audit plan. The Audit Committee met with the independent auditors and with the Company’s internal auditors, in each case with and without other members of management present, to discuss the results of their respective examinations, their evaluations of the Company’s internal controls and the overall quality and integrity of the Company’s financial reporting. Additionally, the Audit Committee reviewed the performance, responsibilities, budget and staffing of the Company’s internal auditors. Further, the Audit Committee monitored the Company’s

response to matters raised through the confidential hotline and also discussed with management the processes by which the Company assesses and manages exposure to risks.

In the performance of its oversight function, the Audit Committee reviewed and discussed with management and the independent auditor the audited financial statements for the year ended December 31, 2014 and the independent auditor’s evaluation of the Company’s internal control over financial reporting. The Audit Committee discussed with the independent auditor the matters required to be discussed pursuant to Public Company Accounting Oversight Board Auditing Standard No. 16 (Communications with Audit Committees). The Audit Committee received the written disclosures and the letter from the independent auditor required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor’s communications with the Audit Committee regarding independence, and the Audit Committee discussed with the independent auditor that firm’s independence. All audit and non-audit services performed by the independent auditor were approved in accordance with the Audit Committee’s pre- approval policy, and the Audit Committee has concluded that the provision of such services to the Company is compatible with the independent auditor’s independence.

Based upon the review and discussions described in this report, the Audit Committee recommended to the Board that the audited financial statements for the year ended December 31, 2014 be included in the Company’s Annual Report on Form 10-K for 2014 filed with the Securities and Exchange Commission.

 
Members of the Audit Committee
Joseph J. Lhota (Chairman) John R. Ryan Vincent Tese Leonard Tow
     
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OUR EXECUTIVE OFFICERS

 

Our executive officers as of April 10, 2015 are:

   
Charles F. Dolan(1) Chairman
   
James L. Dolan(1) Chief Executive Officer
   
Brian G. Sweeney(1) President and Chief Financial Officer
   
Kristin A. Dolan(1) Chief Operating Officer
   
David G. Ellen Executive Vice President, General
  Counsel and Secretary
   
Victoria M. Mink Senior Vice President, Controller and
  Principal Accounting Officer
   
Kevin F. Watson Senior Vice President and Treasurer
1.Biographies of Charles F. Dolan, James L. Dolan, Brian G. Sweeney and Kristin A. Dolan are on pages 12 and 13 of this proxy statement.

DAVID G. ELLEN, 50, Executive Vice President, General Counsel and Secretary of the Company since December 2013. Executive Vice President and General Counsel from September 2009 to December 2013. From September 2004 to September 2009,

Mr. Ellen served as General Counsel of the Company’s cable business. From July 2001 to September 2004, Mr. Ellen was Deputy General Counsel of IAC/InterActiveCorp. Mr. Ellen is a trustee of Hudson Guild.

VICTORIA M. MINK, 46, Senior Vice President, Controller and Principal Accounting Officer of the Company since June 2011. Senior Vice President and Divisional Controller of the Company’s Telecommunications Segment from January 2007 to May 2011 and Vice President and Divisional Controller — Telecommunications from October 2004 to December 2006.

KEVIN F. WATSON, 48, Senior Vice President and Treasurer of the Company since November 2006. Vice President and Corporate Treasurer of PanAmSat Corporation from January 2001 to November 2006. Director-Corporate Treasurer of Entex IT Services from September 1999 to December 2000. Mr. Watson also held finance positions at MCI Telecommunications, Inc. and Prudential Securities, Inc.

     
2015 Proxy Statement             17
 
 

COMPENSATION DISCUSSION AND ANALYSIS

 
 
 
EXECUTIVE SUMMARY

Cablevision is a leading media and telecommunications company, serving millions of households and businesses throughout the greater New York area. Cablevision offers Optimum-branded digital cable television, high-speed Internet and voice services as well as Optimum WiFi, the nation’s most robust WiFi network. Cablevision’s Lightpath subsidiary is a premier provider of integrated business communications solutions for larger companies. Through its local media and programming properties – News 12 Networks and Newsday Media Group – Cablevision also delivers news and information created specifically for the communities it serves.

We operate our businesses in an increasingly competitive, highly regulated, rapidly changing and complex technological environment and continue to lead the industry with the highest penetration rates across our three primary products of any major provider of similar services.

We strive to remain competitive by developing new and advanced products and services and continue to balance investments in our products and network with our overall financial objectives. This includes returning capital to stockholders, which in 2014 took the form of quarterly dividends. Our capital allocation strategy is designed to enhance long-term value for the Company and our stockholders.

Cablevision places great importance on its ability to attract, retain, motivate and reward experienced executives who can continue to help the Company achieve strong financial, operational and stock performance. We strive to do so by developing executive compensation policies and programs that are consistent with, explicitly linked to, and supportive of the strategic objectives of growing the Company’s businesses and maximizing stockholder value.

Our named executive officers have a combined total of more than 120 years of service in the cable and telecommunications industries with the Company.

The executive compensation program includes short-term and long-term incentive structures that provide competitive

compensation, drive performance and encourage executive retention. The following principles describe the key objectives of our executive compensation program:

·The majority of compensation is at risk and based on the performance of the Company, which closely ties compensation to the Company’s actual performance;
·Incentive compensation for the executive officers focuses more heavily on long-term rather than short-term accomplishments and results;
·Equity-based compensation is used to align executive officers’ interests with our stockholders’ interests; and
·The overall executive compensation program design ensures the Company can attract, retain, motivate and reward the talented executives who are essential to the Company’s continuing success. Total compensation, rather than individual compensation elements, is the Compensation Committee’s focus in providing competitive compensation opportunities.

In formulating the executive compensation program, the Compensation Committee seeks to fulfill these objectives by maintaining an appropriate balance between (1) short-term and long-term compensation, (2) cash and equity compensation, and (3) performance-based and non-performance-based compensation.

To the extent that we do not achieve our annual or long-term performance targets, our compensation program is designed to reduce the amount of total compensation received by our executive officers. In both 2013 and 2014, no payments were made pursuant to awards granted under our long-term cash performance plan awards due primarily to the Company’s decision to make significant investments in our products and services, with a focus on retention and acquisition of customers. Such investments had not been contemplated when the plan targets were set.

     
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Elements of Compensation. The table below summarizes the current elements of our compensation program and how each element supports the Company’s compensation objectives:

 

             
Compensation Element   Description At-Risk Long-Term Stockholder
Alignment
Talent Focus
Base Salary · Fixed level of compensation        
  · Determined within a competitive range established through peer benchmarking       X
Annual · Performance-based cash incentive opportunity        
Performance · Based on achievement of pre-defined metrics of X   X X
Bonus Award   Company and individual performance        
Long-Term Cash Performance Awards · Performance plan based solely on the achievement of quantitative metrics X X X X
  · Awards cliff vest three years from date of grant        
Performance Restricted Stock Units · Performance plan based solely on the achievement of quantitative metrics X X X X
  · Awards cliff vest three years from date of grant        
Stock Options · Variable pay with value based on increases in our stock price over time X X X X
  · 3-year ratable vesting        
Restricted Stock · Awards of restricted stock with 3-year ratable vesting X X X X
Retirement Plans · Cablevision 401(k) Savings Plan        
  · Cablevision Excess Savings Plan       X

 

 
CHANGES TO OUR 2015 COMPENSATION PROGRAM

Our long term performance awards granted prior to 2015 were cash based awards. Our 2015 long-term performance awards will be delivered in equity rather than cash (except for a cash performance award to Mr. James L. Dolan pursuant to his employment agreement, as described below under “Long- Term Incentives”). The 2015 awards were granted in the form of performance restricted stock units that vest at the end of

3 years. The Compensation Committee made this change to further align management’s incentives with the interests of its stockholders and to be responsive to stockholder sentiments regarding cash-based long-term awards. We anticipate continued use of equity-based compensation for our future long-term performance awards.

 
ROLE OF COMPENSATION COMMITTEE

 

Our Compensation Committee administers our executive compensation program. The responsibilities of the Compensation Committee are set forth in its charter. Among other responsibilities, the Compensation Committee (1) establishes our general compensation philosophy and, in consultation with management, oversees the development and implementation of compensation programs; (2) reviews and approves corporate goals and objectives relevant to the compensation of our Chief Executive Officer and the other executive officers of the Company who are required to file

reports under Section 16(a) of the Securities Exchange Act of 1934, evaluates such executive officers’ performance in light of those goals and objectives and determines and approves their compensation levels based upon those evaluations; and (3) oversees the activities of the committee or committees administering our retirement plans. The Compensation Committee also administers our stockholder approved compensation plans. For more information about the Compensation Committee, please see “Board of Directors and Committees - Committees - Compensation Committee.”

 
ROLE OF COMPENSATION CONSULTANT

In accordance with its charter, the Compensation Committee has the authority to engage outside consultants to assist in the performance of its duties and responsibilities. The Compensation Committee uses a compensation consultant to assist the Compensation Committee in determining whether the elements of the Company’s executive compensation program are reasonable and consistent with

the Company’s objectives. The compensation consultant advises the Compensation Committee on designing the executive compensation program and the reasonableness of individual compensation awards. The compensation consultant reports directly to the Compensation Committee, although the compensation consultant meets with members of management from time to time for purposes of gathering

     
2015 Proxy Statement             19
 
 

information on management proposals and recommendations to be presented to the Compensation Committee.

As part of its ongoing engagement, the Compensation Committee’s compensation consultant, Pay Governance, conducted a

review of executive compensation to assist the Compensation Committee in determining compensation programs and decisions for 2014. The Compensation Committee has retained Pay Governance to assist in designing and establishing the Company’s executive compensation programs for 2015.

 
ROLE OF EXECUTIVES IN COMPENSATION DECISIONS

The Compensation Committee reviews the performance and compensation of the Chief Executive Officer and the Chairman and, following discussions with its compensation consultant, establishes each of their compensation. The management of the Company provides to the Compensation Committee, either directly or through the compensation consultant, management’s recommendations on the compensation, including annual cash incentive compensation, for executive officers other than the Chief Executive Officer and the Chairman. The Chief Executive Officer and the Chief

Financial Officer assist the Compensation Committee and its compensation consultant in determining the Company’s core peer group and the peer group comparisons, as described below. Other members of management provide support to the Compensation Committee as needed. Based upon a review of performance and historical compensation, recommendations and information from members of management, and discussions with its compensation consultant, the Compensation Committee determines and approves compensation for the executive officers.



COMPENSATION PRACTICES AND POLICIES

 
EMPLOYMENT AGREEMENTS

We have written employment agreements with certain named executive officers. In April 2014, we entered into a letter agreement with Mr. James L. Dolan that amended his prior employment agreement to remove his right to terminate his employment for any reason and receive a severance payment during the 13th month after a Change in Control (as defined in the agreement). In addition, in April 2014, we entered into letter agreements with each of Mr. Brian G. Sweeney and Ms. Kristin A. Dolan, in connection with Mr. Sweeney’s appointment as President and Ms. Dolan’s appointment as Chief Operating Officer which, in the case of Ms. Dolan amended and restated her prior employment agreement. In February 2015, we entered into a letter agreement with Mr. Sweeney that amended his prior employment agreement to reflect his change in title,

effective March 1, 2015, from President to President and Chief Financial Officer and amended his duties to reflect his additional responsibilities, but otherwise did not change the terms of his agreement. In February 2015, we entered into a letter agreement with Mr. Gregg G. Seibert that amended and restated his prior employment agreement to reflect his change in title, effective March 1, 2015, from Vice Chairman and Chief Financial Officer to Vice Chairman, and to modify his compensation and certain other terms of his agreement. Mr. Seibert also entered into agreements in February 2015 with each of MSG and AMC pursuant to which he became Vice Chairman of each company. For a description of the terms and provisions of the employment agreements with our named executive officers, see “Executive Compensation Tables - Employment Agreements.”

 
PERFORMANCE OBJECTIVES

As described below under “- Elements of In-Service Compensation” the Company grants performance-based incentives as important elements of executive compensation.

Generally, the performance metrics for the incentives have been based on net revenues and on adjusted operating cash flow (“AOCF”) a non-GAAP financial, measure, defined as operating income (loss) before depreciation and amortization

(including impairments), excluding stock based compensation expense or benefit and restructuring expense or credits. The Company considers these performance measures to be key measures of the Company’s operating performance and aligned with the Company’s strategy. At the time of the grant of an award, the performance measures used may contemplate certain potential future adjustments and exclusions.

 
TALLY SHEETS

The Compensation Committee has reviewed tally sheets setting forth all components of compensation payable, and the benefits accruing, to the named executive officers for the completed fiscal year, including all cash compensation, perquisites and the current value of outstanding equity-based awards. The tally

sheets also set forth potential payouts to the named executive officers upon various types of termination. The Compensation Committee considers the information presented in tally sheets in determining future compensation.

     
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BENCHMARKING

The Compensation Committee reviewed and compared compensation from a core peer group of companies in the same general industry or industries as the Company as well as companies of similar size and business mix to evaluate the competitiveness and appropriateness of our compensation program. The Compensation Committee, with the assistance of Pay Governance, its compensation consultant, selected the companies that would comprise the core peer group in 2014:

·CBS Corporation,
·Century Link, Inc.,
·Charter Communications, Inc.,
·Comcast Corporation,
·DIRECTV,
·DISH Network Corporation,
·Frontier Communications Corporation,
·Level 3 Communications, Inc.,
·Liberty Media Corporation,
·Time Warner Cable, Inc., and
·Viacom Inc.

Because we also compete for executives with more diversified companies, the Compensation Committee also considered a supplemental reference group that included AT&T Inc., Verizon Communications Inc., Time Warner Inc., The Walt Disney Company, Sprint Corporation and News Corporation.

The Compensation Committee determined that the core peer group represented an appropriate benchmark for the competitive market for our senior executive talent in 2014, based on our business operations and competitive labor markets, and the supplemental reference group provided an additional relevant point of reference. The core peer group is a broader group of companies than the companies included in the peer group for the stock performance graph contained in our Annual Report on Form 10-K.

Pay Governance presented to the Compensation Committee a comparison of base salary, target bonus, total cash compensation (defined as base salary plus target bonus), long- term incentives and total direct compensation (defined as total cash compensation plus the annualized value of long-term incentives) with the median, 75th percentile and 90th percentile of the core peer group and also compared compensation levels with the supplemental reference group. As part of the total direct compensation review, Pay Governance assisted the Compensation Committee in (1) determining the peer group to be used for competitive comparisons, (2) assessing executive compensation in comparison with the peer group and in light of the Company’s performance, and (3) reviewing the Company’s equity and cash-based executive incentive programs, taking into account evolving market trends.

In this analysis, it was noted that, as in prior years, there was limited market information regarding the role and compensation of chairmen who are executive officers but not chief executive officers. The Compensation Committee

considered that the Company’s founder and Chairman, Mr. Charles F. Dolan, continues to play a unique and important role in setting the strategic direction of the Company, in addition to his role on the Board. The Compensation Committee determined to exclude Mr. Charles F. Dolan from these comparisons with officers of the members of the core peer group. The Compensation Committee concluded that as a result of Mr. Dolan’s important role in setting the strategic direction of the Company, an appropriate general guideline for Mr. Dolan’s target total direct compensation for 2014 was slightly below the target total direct compensation of the Chief Executive Officer of the Company.

The Compensation Committee also received information from its compensation consultant concerning comparisons of compensation levels for the other named executive officers to comparable positions among the peer companies. Compensation of the Company’s Chief Executive Officer, Mr. James L. Dolan, was compared to chief executive officers at the peer group companies. Mr. Gregg G. Seibert, Vice Chairman and Chief Financial Officer of the Company, was compared to chief financial officers at the peer group companies. Compensation of Mr. Brian G. Sweeney, President of the Company, and Ms. Kristin A. Dolan, Chief Operating Officer of the Company, was compared to Chief Operating Officers at the peer group companies.

The Compensation Committee also took into account the responsibilities of Mr. Charles F. Dolan with AMC following the AMC Distribution and Mr. James L. Dolan with MSG following the MSG Distribution. See “Related Party Policy and Certain Transactions” below for additional information regarding the AMC Distribution and MSG Distribution.

Based on the total compensation review, the Compensation Committee set a general guideline for target total direct compensation based on a combination of internal and market considerations. Internal factors include experience, skills, position, level of responsibility, historic and current compensation levels, internal relationship of compensation levels between executives, as well as attraction and retention of executive talent. Market considerations include referencing market pay levels and pay practices among a peer group of companies with a reference to the third quartile of the core peer group. The Compensation Committee’s decisions are based upon a combination of these considerations and may exceed or fall below the third quartile of the core peer group. The Compensation Committee believed that this range was appropriate in light of the dynamics, diversity, complexities and competitive nature of the Company’s businesses as well as the Company’s performance. The Compensation Committee believed that the guideline for target total direct compensation provided a useful point of reference, along with the other factors described above, in administering the Company’s executive compensation program.

     
2015 Proxy Statement             21
 
 
SAY ON PAY

In accordance with the advisory vote on the frequency of the stockholder advisory vote on executive compensation submitted to stockholders at the Company’s 2011 annual meeting, the Company will hold a stockholder advisory vote on executive compensation every three years. The most recent executive compensation advisory vote was held at the Company’s 2014 annual meeting of stockholders, at which more than 90% of the votes of holders of Class A common stock and Class B common stock, voting together as a single class, approved the advisory vote on the compensation of executive

officers. More than a majority of the votes of holders of Class A common stock were cast to approve the advisory vote on the compensation of executive officers. The Compensation Committee considered the affirmative outcome of this vote for compensation and has continued to apply the same principles when making compensation decisions for our named executive officers.

The next executive compensation advisory vote will be held at the 2017 annual meeting of stockholders.

 
ELEMENTS OF IN-SERVICE COMPENSATION

Our executive compensation program consists of three principal elements, each of which is important to the Company’s desire to attract, retain, motivate and reward highly-qualified executives. The three principal compensation elements are base salary, annual cash incentives and long-term incentives (including equity grants and cash performance grants). In addition, each executive officer is also eligible to receive certain benefits, which are generally provided to all other eligible employees, and certain perquisites described below.

A significant percentage of total direct compensation is allocated to incentive compensation in accordance with the Compensation Committee’s philosophy as described above. The Compensation Committee reviews historical Company compensation and other information provided by its compensation consultant and other factors such as experience, performance and length of service to determine the appropriate level and mix of compensation for executive officers, by position and grade level.

 
BASE SALARIES

The Compensation Committee is responsible for setting the base salaries of the named executive officers. Base salaries for these executives have been set at levels that are intended to reflect the competitive marketplace in attracting and retaining quality executives. The employment agreements of each of the named executive officers who have employment agreements contains a minimum base salary level. For information regarding these minimum base salary levels, please see “- Employment Agreements” below.

The Compensation Committee currently reviews the salaries of the named executive officers no less frequently than on an annual basis. The Compensation Committee evaluates each executive’s performance, experience and grade level and may increase executive salaries. Based on their performance and

in accordance with the terms of the employment agreements, the Compensation Committee, in its discretion, has increased base salaries for the named executive officers over time.

The Compensation Committee in 2014 reviewed the base salaries of the named executive officers based on evaluation of performance, experience and the competitive marketplace. The Compensation Committee kept named executive officers salaries constant, except that Mr. Brian G. Sweeney received a $650,000 increase in base salary as a result of his promotion to President in April 2014 and Ms. Kristin A. Dolan received a $500,000 increase in base salary as a result of her promotion to Chief Operating Officer in April 2014. The base salaries for the named executive officers in 2014 are set forth in the Summary Compensation Table under “Executive Compensation Tables” below.

 
ANNUAL INCENTIVES

Under our executive compensation program, the Compensation Committee grants annual incentive awards, or bonuses, to executive officers and other members of management. For the named executive officers and other individuals that the Compensation Committee determines may be covered by Section 162(m) of the Internal Revenue Code, as amended, 2014 bonuses were granted under the 2011 Cash Incentive Plan (“CIP”), a stockholder approved plan. For all other members of management, bonuses were granted under a management performance incentive program (“MPIP”) administered by the Compensation Committee.

The Compensation Committee designs annual incentive awards to directly link executive compensation to the Company’s performance and provide incentives and rewards for excellent business performance during the year. Each bonus-eligible employee is assigned a target bonus presented as a percentage of that employee’s annual base salary. The target bonuses are determined based upon the applicable employee’s position, grade level, responsibilities, and historical and expected future contributions to the Company. In addition, the employment agreement of each named executive officer who has an employment agreement, other

     
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than Mr. Charles F. Dolan, contains a minimum target bonus level. For information regarding these minimum target bonus levels, please see “- Employment Agreements” below.

The Compensation Committee reviews the target bonus levels of the named executive officers at least annually. The Compensation Committee evaluates each executive’s performance, experience and grade level and may adjust executive target bonus levels accordingly. Based on their performance and in accordance with the terms of the employment agreements, the Compensation Committee, in its discretion, has increased target bonus levels for the named executive officers over time. Target bonuses, presented as a percentage of base salary for 2014, were as follows: Mr. Charles F. Dolan - 175%; Mr. James L. Dolan - 200%; Mr. Seibert - 200%; Mr. Sweeney – 200%; and Ms. Dolan – 200%

The payment of annual incentive awards depends on the extent to which the Company achieves performance objectives established by the Compensation Committee. In general, under the CIP, if the applicable performance metric is met, each named executive officer would be eligible to receive payment of an annual incentive award equal to the lesser of $10 million and two times his target bonus, subject to the Compensation Committee’s discretion to reduce the award. Under the CIP, regardless of whether the Company achieves, exceeds or fails to achieve its target metrics, the Compensation Committee has the discretion only to decrease bonuses if the Company wishes to preserve the Section 162(m) deduction.

For 2014, the performance target for the named executive officers was at least 90% of the Company’s 2014 budgeted net revenue, exclusive of certain corporate expenses, and subject to certain adjustments to reflect changes in the Company’s

business and other factors during 2014, including to account for acquisitions of or investments in new businesses, dispositions or discontinuation of businesses and changes in the application of GAAP (“Adjusted Net Revenue”), of $6.476 billion. As the Company’s actual Adjusted Net Revenue for 2014 was $6.491 billion, the performance target was met. The Compensation Committee elected to exercise its negative discretion under the CIP and to reduce the incentive award payments to the levels that the named executive officers would have received if they had been participants in the MPIP.

The Compensation Committee established MPIP performance metrics that varied depending upon the eligible employee’s specific business unit. These performance objectives related to items such as net revenues, AOCF, subscribers, advertising revenue, capital expenditures and other division-specific strategic and operating metrics. For executive officers and other individuals who hold corporate positions at the Company, the MPIP metrics were predominantly based on a weighted average of the comparisons of all of the business units’ performances against their respective performance objectives. In determining to reduce the CIP payouts to MPIP levels for the bonuses payable to the named executive officers, the Compensation Committee used this weighted average. Bonuses awarded under the MPIP may also be adjusted for recipients’ individual performances. To the extent the Company exceeds the MPIP performance metrics, employees may receive payments greater than their target bonuses.

As part of the process for determining executive compensation in 2014, the Compensation Committee reviewed the payouts that the named executive officers were expected to receive in 2014 for long term performance awards granted in prior years, as well as each executive officer’s performance, experience and grade level.

 
LONG-TERM INCENTIVES

The Compensation Committee designs our executive compensation program to achieve the objectives described above under “Executive Compensation Program Objectives and Philosophy”. Except as noted below, our core long-term incentive program in 2014 for all executives consisted of two elements: restricted stock and cash performance awards.

These long-term incentives were awarded to members of management based on each individual’s grade level. Except for Mr. James L. Dolan, the awards provided approximately 50% of the value of each executive’s long-term incentive awards in restricted stock and approximately 50% of the value as cash performance awards. Pursuant to his employment agreement, Mr. James L. Dolan’s long-term incentive award consisted of stock options and cash performance awards, as described in more detail below under “Employment Agreements.”

We believe restricted stock (and, stock options, in the case of Mr. James L. Dolan) provides the named executive officers with an incentive to improve the Company’s stock price performance

and a direct alignment with stockholders’ interests, as well as a continuing stake in the long-term success of the Company. The cash performance awards also have historically provided strong incentives for the executives to help the Company achieve specific long-term financial objectives.

Change to Long-Term Incentives in 2015

Our long-term performance awards for 2015 will be delivered in equity rather than cash. The 2015 awards will be granted in the form of performance restricted stock units that vest at the end of three years. The Compensation Committee made this change to further align management’s incentives with the interests of its stockholders and to be responsive to stockholder sentiments regarding cash-based long term awards. We anticipate continuing to use equity-based compensation for our future long-term performance awards. Pursuant to his employment agreement, Mr. James L. Dolan received in 2015 an award of 2,000,000 stock options, which is the maximum annual amount of shares that may be awarded to any individual pursuant to the

     
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Amended and Restated 2006 Employee Stock Plan and received the remainder of his 2015 long-term incentive award in the form of a cash performance award.

Because our long-term incentive awards vest over time, we believe these awards provide strong incentives for the executives to remain with the Company.

Grants of long-term incentives are made under our Amended and Restated 2006 Employee Stock Plan, which was originally approved by stockholders at our annual meeting in May 2006 and was amended and restated and approved by our stockholders in May 2009 and May 2014. Subject to approval by our stockholders as described below under “Proposal 3 - Approval of Cablevision Systems Corporation 2015 Employee Stock Plan.” future equity incentive awards will be granted under the 2015 Employee Stock Plan and no future grants will be made under the Amended and Restated 2006 Employee Stock Plan. Cash awards have been made under our 2011 CIP

which was approved by stockholders in May 2011 and will be used for any future cash performance awards.

We generally make annual grants of the elements of our long-term incentive program to eligible employees after the public announcement of our annual financial information.

Restricted stock (and stock options for Mr. James L. Dolan) and cash performance awards were granted in March 2014. Mr. Brian G. Sweeney and Ms. Kristin A. Dolan also received additional one time restricted stock and cash performance awards upon their promotions in April 2014. The current executive compensation program annual long- term incentives generally were granted in March 2015. Awards for new eligible employees hired after annual grants, but prior to October 1 of each year, and for employees who received additional stock awards in connections with promotions during the year are, generally granted in October.

 
RESTRICTED STOCK

Under our executive compensation program, annual grants of restricted stock are made to executive officers and other members of management. An award of restricted stock provides the recipient with a specified number of shares of Class A common stock as long as the recipient remains employed by the Company through the date that the restrictions lapse. Restricted stock awards granted prior to 2015 will vest in their entirety on the third anniversary of the date of grant (i.e., three-year cliff vesting) as long as the recipient is continuously employed until such date. The restricted stock awards granted in March 2015 vest ratably over a three-year period (i.e., one-third of the grant vests on each of the first, second and third anniversaries of the grant date), as long as the recipient is continuously employed until the applicable vesting date. Information regarding restricted stock awards for the named executive officers in 2014 is set forth in the Summary Compensation Table and the Grants of Plan-Based Awards Table under “Executive Compensation Tables” below. More information regarding restricted stock

grants made prior to 2015 to the named executive officers appears in the Outstanding Equity Awards at Fiscal Year- End Table under “Executive Compensation Tables” below. Vesting of restricted stock awards granted in March 2014 to Messrs. Charles F. Dolan, Gregg G. Seibert, Brian G. Sweeney and Ms. Kristin A. Dolan and in April 2014 to Mr. Brian G. Sweeney and Ms. Kristin A. Dolan was also subject to the Company achieving a performance condition designed to achieve tax deductibility under Section 162(m) of the Internal Revenue Code. The performance condition with respect to the awards granted to Messrs. Charles F. Dolan and Gregg G. Seibert requires the Company to achieve growth in net revenues (relative to fiscal year 2013) in fiscal years 2014, 2015 or 2016. The performance condition with respect to the awards granted to Mr. Brian G. Sweeney and Ms. Kristin A. Dolan requires the Company to achieve either: (i) growth in net revenues in the period from April 1, 2014 to December 31, 2014 (relative to the period April 1, 2013 to December 31, 2013); or (ii) growth in net revenues (relative to fiscal year 2013) in fiscal years 2015 or 2016.

 
PERFORMANCE AWARDS

The current executive compensation program contemplates annual grants of three-year performance awards to executive officers and other members of management to be earned on the basis of long-term performance relative to pre-established financial goals.

With respect to grants prior to 2015, and for Mr. James L. Dolan, in 2015, each recipient was eligible to receive a specified dollar amount, depending on the employee’s grade level, to the extent that the performance objectives are achieved.

The performance awards granted in 2014 will be payable in 2017 if the Company achieves specified targets on two key financial metrics:

·Cumulative net revenue in fiscal years 2014, 2015 and 2016
·Cumulative annual operating cash flow (“AOCF”) in fiscal years 2014, 2015, and 2016

In determining achievement of the 2014 performance awards, net revenues are weighted at 40% and AOCF at 60%. The target levels of net revenues and AOCF were derived from the Company’s long-term plan for its operating business units. These targets were intended to measure ongoing operating performance of the Company and are subject to various adjustments such as for acquisitions and dispositions and investments in new business initiatives and exclude all charges for long-term performance based compensation.

     
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The awards provide for a potential payout on a sliding scale such that the actual payment may range from zero (if cumulative business unit net revenues and AOCF fail to reach at least 97% of the targets) to 150% (if, for example, cumulative business unit net revenues and AOCF equal or exceed 105% or 106%, respectively, of the targets). If the Company does not achieve threshold levels of performance, the award does not provide for any payment. If the Company exceeds threshold levels but does not achieve the targeted rates, or if the Company achieves one target but not both, the award provides for partial payments.

Under the performance awards made in 2015 (other than the cash performance grant made to Mr. James Dolan described above), each recipient received restricted stock units having a value equal to a specified dollar amount, depending on the employee’s grade level, to the extent that the performance objectives are achieved.

Because the targets for all performance awards have been derived from the Company’s confidential long-term strategic plans, which are not disclosed publicly for competitive reasons, we do not believe it is appropriate to disclose specific future numerical targets. Disclosure of these targets could provide information that could lead to competitive harm. We believe that our long-term plans, and consequently the targets set for the performance awards, are ambitious. In determining the threshold levels of performance, the Compensation Committee considered, among other factors, the Company’s long-term plan and the degree of difficulty in achieving the targets, including a comparison of the long-term plan with analysts’ published projections of our growth as well as of some of our competitors. The 2014 performance award included a sliding scale of payouts based upon the levels of cumulative net revenues and AOCF.

Based on the experience and grade level of the named executive officers, in 2014, the Compensation Committee granted Messrs. Charles F. Dolan, Gregg G. Seibert, Brian G. Sweeney and Ms. Kristin A. Dolan performance awards with targeted amounts of $3,725,000, $3,000,000, $1,500,000, and $1,500,000, respectively. Based on his experience and grade level, and on the terms of his employment agreement, the Compensation Committee granted Mr. James L. Dolan a performance award with a targeted amount of $1,460,000. Performance awards for the named executive officers granted in 2014 are set forth in the Grants of Plan-Based Awards Table under “Executive Compensation Tables” below.

Potential payouts under the 2012 awards were based on net revenues and AOCF in 2014, in each case calculated exclusive of certain corporate expenses and subject to certain adjustments to reflect changes in the Company’s business and other factors over the course of the award measurement period, including to account for acquisitions of or investments in new businesses, dispositions or discontinuations of businesses and changes in the application of GAAP. We refer to 2014 net revenue and AOCF, as so adjusted for purposes of the 2012 performance award, as “2014 Award-Adjusted Net Revenue” and “2014 Award-Adjusted AOCF”. The target 2014 Award-Adjusted Net Revenue was $6.465 billion and the target 2014 Award-Adjusted AOCF was $1.853 billion. Actual 2014 Award-Adjusted Net Revenue was $6.491 billion and Actual 2014 Award-Adjusted AOCF was $1.991 billion, which resulted in an award payout of approximately 132% of the target amount.

 
STOCK OPTIONS

In each of 2014 and 2015, Mr. James L. Dolan was granted 2,000,000 stock options in accordance with the terms of the 2013 letter agreement amending his employment agreement. The options granted to Mr. Dolan were granted with an exercise price equal to the closing price of the Class A common stock on the date of grant. Mr. Dolan will only realize value if, and to the extent that the price of Class A common stock on the date the

stock option is exercised exceeds the exercise price (as adjusted in accordance with its terms). The stock options granted to Mr. Dolan in 2014 and 2015 vest on the third anniversary of the grant date and expire ten years from the grant date.

In compliance with NYSE regulations, options granted by the Company may not be repriced without stockholder consent.

 
BENEFITS

Benefits offered to executive officers generally provide for retirement income and serve as a safety net against hardships that can arise from illness, disability or death. The executive officers are eligible to participate in the same health and welfare benefit plans made available to the other benefits-eligible employees of the Company, including, for example, medical, dental, vision, life insurance and disability coverage. In addition to the standard life insurance available to all employees (based on a multiple of base salary, up to a $4,000,000 cap on the total amount of life insurance), the Company purchased whole life insurance policies for certain current and former senior executives of the Company, including Messrs. Charles F. Dolan

and James L. Dolan. The policies originally provided coverage (before the application of any dividends to purchase increased insurance) in the amount of the greater of three times the individual’s annual base salary as in effect in 1996 or the death benefit provided under previous policies. As of each respective policy’s 2014 anniversary date, the policies provided estimated death benefits for these executives in the following amounts: Charles F. Dolan – $3,546,396 and James L. Dolan – $1,852,757. Based on current projections, the Company believes the policies are fully funded and the Company does not anticipate the need to make any additional premium payments. The expected death benefits are expected to grow over time to the extent that the

     
2015 Proxy Statement             25
 
 

dividends payable on the policy values exceed the premiums required to fund the death benefit. Information regarding premiums paid by the Company with respect to each of the

executive officers is set forth in the Summary Compensation Table under “Executive Compensation Tables” below.

 
DEFINED BENEFIT PLANS

The Company maintains the Cablevision Cash Balance Pension Plan, a tax-qualified defined benefit plan, for participating employees, including executive officers. Under the Company’s Excess Cash Balance Plan, a non-qualified deferred compensation plan, the Company provides additional benefits to employees who are restricted by the applicable Internal Revenue Service (“IRS”) annual compensation limitation. Effective December 31, 2013, the Cash Balance Pension Plan and Excess Cash Balance Plan were amended to freeze participation and future benefit accruals under those plans for all Company employees except those covered by a collective bargaining relationship in Brooklyn. Therefore, no future pay credits were made under these plans after 2013 except for employees covered by such collective bargaining relationship. For employees covered by a collective bargaining agreement,

pay credits will cease on April 15, 2015. Monthly interest credits continue to be made to participant accounts until distribution of the accounts following termination of employment. The Company’s Nonqualified Supplemental Benefit Plan provides actuarially determined pension benefits for certain employees of the Company or its subsidiaries and affiliates who were previously employed by CSSC, L.L.C., which is wholly owned by Charles F. Dolan and his spouse. There are only two remaining active employees of the Company who accrue benefits under this plan, only one of whom is a named executive officer, Charles F. Dolan.

More information regarding the Cash Balance Pension Plan, the Excess Cash Balance Plan and the Nonqualified Supplemental Benefit Plan is provided with the Pension Benefits Table under “Executive Compensation Tables” below.

 
DEFINED CONTRIBUTION PLANS

Under the Cablevision 401(k) Savings Plan (the “401(k) Plan”), a tax-qualified retirement savings plan, participating employees, including executive officers, may contribute into their plan accounts a percentage of their eligible pay on a before-tax basis as well as a percentage of their eligible pay on an after-tax basis. Historically, the Company has matched 50% of the first 6% of eligible pay contributed by participating employees. The Company matching contributions are subject to vesting limitations for the first three years of employment.

In addition, the Company offers an Excess Savings Plan, a non- qualified deferred compensation plan, to employees who are restricted by the applicable IRS annual compensation limitation and/or the pre-tax income deferral limitation. More information regarding the Excess Savings Plan is provided with the Nonqualified Deferred Compensation Table under “Executive Compensation Tables” below.

Effective January 1, 2014, the Company amended the 401(k) Plan to provide for a matching contribution of 100% of the first 4% of eligible pay contributed by participating employees, and for an additional discretionary year-end contribution by the

Company based upon a percentage of eligible compensation. Any discretionary year-end contribution, if approved by the Company, will be provided to all eligible participants who are active on the last day of the plan year and who complete 1,000 hours of service in such plan year. In 2015, the Company made a discretionary year-end contribution of 3% of eligible pay with respect to the 2014 plan year.

The Company’s Nonqualified Supplemental Benefit Plan also includes a defined contribution component. The Company provides allocations to the participant’s notional accounts. There are only two remaining active employees of the Company who accrue benefits under this plan, only one of whom is a named executive officer, Charles F. Dolan.

Matching contributions made by the Company under the 401(k) Plan (including discretionary contributions, if applicable) and the Excess Savings Plan and allocations under the defined contribution portion of the Nonqualified Supplemental Benefit Plan on behalf of the named executive officers are set forth in the Summary Compensation Table under “Executive Compensation Tables” below.

 
PERQUISITES

The Company provides certain perquisites to executive officers as described below. The aggregate value of perquisites received by each of the named executive officers is set forth in the

Summary Compensation Table under “Executive Compensation Tables” below.

     
26              2015 Proxy Statement
 
 
TELECOMMUNICATIONS SERVICES

The Company’s perquisites include access to telecommunications services (cable television, high-speed data and voice) at no monthly cost to employees, including executive officers, living in the Company’s service area. Certain

employees living outside the service area are eligible for reimbursement of certain costs in purchasing similar services. The services provided vary depending on the grade level of the employee.

 
EXECUTIVE SECURITY

In order to address the security concerns of the Company, we have established an executive security program for the protection of the named executive officers. Recommendations of a third party security expert have been implemented for

office, home and travel, at the Company’s cost, to the extent approved by the Compensation Committee. Because certain of these costs can be viewed as conveying personal benefits to the named executive officers, they are reported as perquisites.

 
CAR AND DRIVER

In connection with our executive security program, Messrs. Charles F. Dolan and James L. Dolan each has a Company car and driver assigned to them on a full-time basis, which they are permitted to use for their personal use in addition to business purposes. In addition, certain executive officers and members of management have used Company provided car service on a limited basis for personal use.

To the extent employees use Company-provided car service for personal use, those employees are imputed compensation for tax purposes. For compensation reporting purposes, the benefit attributable to the personal use of Company cars is valued at a portion of the cost of the driver plus car lease, maintenance, fuel and other related costs, based on an estimated percentage of use.

 
AIRCRAFT

The Company owns and operates three passenger helicopters and leases and operates a jet to facilitate business travel of senior executives. As described under “Related Party Policy and Certain Transactions - Certain Other Transactions,” the Company also has four separate dry lease agreements with entities controlled by Charles F. Dolan or other members of the Dolan family pursuant to which the Company has the right to use fixed-wing or rotary aircraft operated by such entities.

Generally, Messrs. Charles F. Dolan, James L. Dolan, Brian G. Sweeney and Ms. Kristin A. Dolan are permitted to use the helicopters and the Company jet or, in certain limited circumstances with the approval of the Company, aircraft chartered by the Company, for personal travel. Mr. Gregg G. Seibert is permitted to use the Company jet or, in certain limited circumstances with the approval of the Company, other aircraft owned by entities controlled by Charles F. Dolan or other members of the Dolan family which the Company has the right to use or other aircraft chartered by the Company. Mr. Seibert, Mr. Sweeney and Ms. Dolan’s use for personal travel is limited to a maximum of 40 hours per year. In addition, certain other executive officers and other members of management are permitted to use the helicopters and the jet for personal travel upon the approval of the Chief Executive Officer. Personal use of the helicopters has primarily been for purposes of commutation.

To the extent any employee uses any of the aircraft for personal travel without reimbursement, they are imputed compensation for tax purposes based on the Standard Industry Fare Level rates that are published biannually by the IRS. For compensation reporting purposes, we valued the incremental cost of the personal use of the aircraft based on the variable costs incurred by the Company. The incremental cost of the use of the aircraft does not include any costs that would have been incurred by the Company whether or not the personal trip was taken, such as lease and insurance payments, pilot salaries, ordinary course maintenance and other overhead costs.

In connection with any personal travel on the Company jet, or aircraft chartered by the Company, Charles F. Dolan, James L. Dolan, Brian G. Sweeney and Ms. Kristin A. Dolan reimburse the Company for the actual expenses of each specific flight at a rate no greater than the maximum amount the Company may legally charge under Part 91 of the Federal Aviation Regulations.

In connection with any personal travel on the Company jet (or on aircraft operated by entities controlled by Charles F. Dolan or other members of the Dolan family or aircraft chartered by the Company), Mr. Gregg G. Seibert reimburses the Company for the actual expenses of each specific flight at a rate no greater than the maximum amount the Company may legally charge under Part 91 of the Federal Aviation Regulations.

     
2015 Proxy Statement             27
 
 
OTHER

Certain of the named executive officers have, from time to time, used the Company’s travel department to make their personal travel arrangements. For compensation reporting purposes, we valued the incremental cost of personal use of

the travel department as a portion of the cost of the travel department employees and related overhead, based on the time spent making the arrangements.

 
POST-TERMINATION COMPENSATION

Our executives have helped build the Company into the successful enterprise that it is today and we believe that post-termination benefits are integral to the Company’s ability to attract and retain qualified executives.

Under certain circumstances, payments or other benefits may be provided to employees upon the termination of their employment with the Company. The amount and type of any payment or benefit will depend upon the circumstances of the termination of employment. These may include 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. The definitions of “cause” and “good reason” may vary among the different employment agreements with the named executive officers and the award agreements.

The award agreements regarding the various long-term incentives also address employment termination events, including the circumstances upon which vesting, payment and/ or forfeiture of all or a portion of the long-term incentives may be accelerated. If an executive’s employment agreement refers to the treatment of any award upon a triggering event, the particular award agreement will not supersede the terms of the employment agreement unless otherwise provided in the employment agreement or the award agreement.

Mr. Charles F. Dolan’s employment agreement addresses post- termination benefits only in the event of death or disability. In the employment agreements for Messrs. James L. Dolan, Seibert, Sweeney and Ms. Dolan, severance benefits include, in addition to certain cash payments, the acceleration of certain long-term incentives under various circumstances. For Mr. Charles F. Dolan, the treatment of his long-term incentives in the event of termination is governed solely by the specific provisions of his award agreements.

The Cablevision Severance Pay Plan provides for the discretionary payment of severance benefits under certain circumstances. Under the severance plan, the Company has discretion to determine (1) under what conditions severance benefits will be made available to any employee, (2) the type and amount of severance benefits to be paid or provided and for what period of time, (3) the manner and form in which severance benefits will be paid or provided to any employee, and (4) any other terms and conditions for receiving severance benefits. All severance benefits payable under this severance plan would be conditioned on the employee executing a severance agreement with the Company, including any terms and conditions that the Company may require.

For a description and quantification of the severance and other benefits payable to each of the named executive officers under the different circumstances of termination, please see “Termination and Severance” under “Executive Compensation Tables” below.

 
TAX DEDUCTIBILITY OF COMPENSATION

Section 162(m) of the Internal Revenue Code, as amended, establishes a $1 million limit on the amount that a publicly held corporation may deduct for compensation paid to the chief executive officer and the next three most highly paid named executive officers (other than the chief financial officer) in a taxable year. This limitation does not apply to any compensation that is “qualified performance-based compensation” under Section 162(m), which is defined as compensation paid in connection with certain stock options or that is paid only if the individual’s performance meets pre-established objective goals based on performance criteria established under a plan approved by stockholders. Our short-term and long-term incentive compensation plans are generally designed to qualify for this exemption from the deduction limitations of Section 162(m) and to be consistent with providing appropriate compensation to executives.

From time to time, to the extent it deems appropriate, the Compensation Committee may make awards (or modifications

to awards) that would not qualify for an exemption from Section 162(m). For example, we expect that, for 2014, the amount of base salary in excess of $1 million for the Chief Executive Officer and the next three most highly paid named executive officers covered by Section 162(m), plus any other annual compensation paid or imputed to the Chief Executive Officer and the next three most highly paid named executive officers covered by Section 162(m) that causes their respective non-performance- based compensation to exceed the $1 million limit, will not be deductible by the Company for income tax purposes.

Although it is the Company’s intent generally to qualify compensation for the exemption from the deduction limitations, we believe that it is in the best interests of the Company’s stockholders to allow the Compensation Committee the flexibility and discretion to design an appropriate executive compensation program so that the Company can attract, retain and motivate our executives, notwithstanding Section 162(m).

     
28              2015 Proxy Statement
 
 

REPORT OF COMPENSATION COMMITTEE

 

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis set forth above with management. Based on such review and discussions, we have recommended to the Board that the Compensation Discussion and

Analysis be included in this proxy statement and in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 for filing with the Securities and Exchange Commission.

     
Members of the Compensation Committee
Vincent Tese (Chairman) Joseph J. Lhota Thomas V. Reifenheiser
         
     
2015 Proxy Statement             29
 
 

EXECUTIVE COMPENSATION TABLES

 

 

 

The tables below reflect the compensation of the Company’s named executive officers. See “Compensation Discussion

and Analysis” beginning on page 18 for an explanation of our compensation philosophy and program.

   
SUMMARY COMPENSATION TABLE  

The table below summarizes the total compensation paid to or earned by each of our named executive officers for the years ending December 31, 2012, 2013 and 2014 (other than for

Mr. Sweeney and Ms. Dolan for whom information is provided for the year ending December 31, 2014).

                                   
Name and
Principal
Position
  Year   Salary
($)(1)
  Stock
Awards
($)(2)
  Option
Awards
($)(3)
  Non-Equity
Incentive Plan
Compensation
($)(4)
  Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings ($)(5)
  All Other
Compensation
($)(6)
  Total ($)  
Charles F. Dolan
Chairman
  2014   1,664,000   3,977,820   0   9,010,575   429,862   264,840   15,347,097  
    2013   1,664,000   3,535,542   0   3,771,040   464,977   314,626   9,750,185  
    2012   1,664,000   3,413,634   7,093,508   3,101,280   478,123   822,316   16,572,861  
James L. Dolan
Chief Executive
  2014   2,000,000   0   10,540,000   10,502,793   101,351   558,259   23,702,403  
Officer   2013   2,000,000   0   7,914,000   5,152,606   212,102   708,831   15,987,539  
    2012   1,750,000   3,698,180   6,850,780   3,727,500   238,429   592,715   16,857,604  
Gregg G. Seibert
Vice Chairman
  2014   1,875,000   3,203,424   0   8,564,711   24,735   365,070   14,032,940  
    2013   1,875,000   2,847,726   0   4,815,158   136,427   326,494   10,000,805  
    2012   1,500,000   2,396,433   3,425,390   3,195,000   127,332   310,973   10,955,128  
Brian G. Sweeney
President and Chief
Financial Officer
  2014   1,300,000   1,552,732   0   3,983,289   31,778   141,790   7,009,589  
Kristin A. Dolan
Chief Operating
Officer
  2014   1,346,154   1,552,732   0   4,286,510   17,430   188,879   7,391,705  
1.For 2014, salaries paid to the named executive officers accounted for the following percentages of their total compensation: Mr. Charles F. Dolan – 11%; Mr. James L. Dolan – 8%; Mr. Gregg G. Seibert – 13%; Mr. Brian G. Sweeney – 19%; and Ms. Kristin A. Dolan – 18%.

For 2013, salaries paid to the named executive officers accounted for the following percentages of their total compensation: Mr. Charles F. Dolan – 17%; Mr. James L. Dolan – 13%; and Mr. Gregg G. Seibert – 19%.

For 2012, salaries paid to the named executive officers accounted for the following percentages of their total compensation: Mr. Charles F. Dolan – 10%; Mr. James L. Dolan – 10%; and Mr. Gregg G. Seibert – 14%.

2.This column reflects the aggregate grant date fair value of restricted stock awards (without any reduction for risk of forfeiture) granted to the named executive officers in 2012, 2013 and 2014, respectively.
     
30              2015 Proxy Statement
 
 

3.   This column reflects the aggregate grant date fair value of stock option awards (without any reduction for risk of forfeiture) granted to the named executive officers. The assumptions used by the Company in calculating these amounts are set forth in Note 14 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. The option awards granted in 2012 were one-time grants approved by the Compensation Committee in light of the expectation that the three-year cash performance awards granted in 2010 and 2011 would not pay out on account of the long-term strategic decisions made by management. These cash performance awards in fact did not pay out any amounts upon vesting.

4.   For 2014, this information reflects annual incentive awards paid in 2015 for performance in 2014, and performance awards granted in 2012 that were earned at the end of 2014, as follows: Mr. Charles F. Dolan, $4,082,400 and $4,928,175, respectively, Mr. James L. Dolan, $5,607,693 and $4,895,100, respectively, Mr. Gregg G. Seibert, $5,257,211 and $3,307,500, respectively, Mr. Brian G. Sweeney, $3,665,769 and $317,520, respectively, and Ms. Kristin A. Dolan, $3,790,385 and $496,125, respectively.

For 2013, this information reflects annual incentive awards paid in 2014 for performance in 2013. For 2012, this information reflects annual incentive awards paid in 2013 for performance in 2012 .

As noted above, there were no payouts in 2013 or 2014 in respect of the three-year cash performance awards granted in 2010 and 2011 .

5.This column represents, for each individual, the sum of the increase in the present value of his or her accumulated Cash Balance Pension Plan account and accumulated Excess Cash Balance Plan account. In addition, for Mr. Charles F. Dolan only, it also includes the increase in the lump sum value of the defined benefit plan portion of the Company’s Nonqualified Supplemental Benefit Plan. There were no above-market earnings on nonqualified deferred compensation. For more information regarding the named executive officers’ pension benefits, please see the Pension Benefits Table below.
6.The table below shows the components of this column:
                                           
Name   Year   Supplemental
Benefit Plan(a)
  401(k) Plan
Match(b)
  Excess
Savings Plan
Match(b)
  Dividends(c)   Perquisites(d)   Total  
Charles F. Dolan   2014   $ 51,000   $ 6,133   $ 60,427   $ 131,010   $ 16,270   $ 264,840  
    2013   $ 50,000   $ 4,600   $ 45,320   $ 193,750   $ 20,956   $ 314,626  
    2012   $ 49,000   $ 4,500   $ 45,420   $ 240,265   $ 483,131   $ 822,316  
James L. Dolan   2014       $ 3,680   $ 76,320   $ 130,020   $ 348,239   $ 558,259  
    2013       $ 2,760   $ 56,923   $ 181,815   $ 467,333   $ 708,831  
    2012       $ 2,700   $ 49,800   $ 245,195   $ 295,020   $ 592,715  
Gregg G. Seibert   2014       $ 9,200   $ 65,800   $ 89,760   $ 200,310   $ 365,070  
    2013       $ 6,900   $ 48,874   $ 54,560   $ 216,160   $ 326,494  
    2012       $ 6,750   $ 38,250   $ 55,970   $ 210,003   $ 310,973  
Brian G. Sweeney   2014       $ 10,400   $ 41,600   $ 10,890   $ 78,900   $ 141,790  
Kristin A. Dolan   2014       $ 10,000   $ 43,846   $ 7,623   $ 127,410   $ 188,879  
(a)This column represents the allocation credited to Mr. Charles F. Dolan pursuant to the defined contribution portion of the Company’s Nonqualified Supplemental Benefit Plan.
(b)These columns represent, for each individual, a matching contribution by the Company on behalf of such individual under the Company’s 401(k) Plan or Excess Savings Plan, as applicable.
(c)Holders of restricted shares are entitled to receive a cash amount equal to the dividends when the restricted shares vest. This column represents dividend payments made upon restricted stock vesting in the respective periods.

(d) This column represents, for each individual, the following aggregate perquisites, as described in the table below. Car and driver amounts for Mr. Charles F. Dolan do not include amounts for car and driver usage by another Dolan family member that were reimbursed by Mr. Dolan. For more information regarding the calculation of these perquisites, please see “Compensation Discussion and Analysis – Elements of In-Service Compensation – Perquisites.”

     
2015 Proxy Statement             31
 
 
                               
Name     Year   Car and Driver(I)   Aircraft(II)   Other(III)   Total  
Charles F. Dolan     2014     *     *     *   $ 16,270  
      2013     *     *     *   $ 20,956  
      2012   $ 137,584     *   $ 331,216   $ 483,131  
James L. Dolan     2014   $ 68,390     *   $ 254,964   $ 348,239  
      2013   $ 72,648   $ 38,703   $ 355,982   $ 467,333  
      2012   $ 80,788     *   $ 191,122   $ 295,020  
Gregg G. Seibert     2014   $ 33,483   $ 150,526     *   $ 200,310  
      2013     *   $ 193,216     *   $ 216,160  
      2012     *   $ 141,732   $ 59,493   $ 210,003  
Brian G. Sweeney     2014     *     *   $ 63,188   $ 78,900  
Kristin A. Dolan     2014   $ 75,591   $ 28,382     *   $ 127,410  
*Does not exceed the greater of $25,000 or 10% of the total amount of the perquisites of named executive officer.
(I)Reflects the cost of providing the executives with a car and driver for personal use determined as a portion of the cost of the driver plus maintenance, fuel and other related costs, based on an estimated percentage of use.

(II) As discussed under “Compensation Discussion and Analysis – Elements of In-Service Compensation – Perquisites – Aircraft,” the named executive officers reimburse the Company for the actual expenses associated with personal use of the Company’s corporate aircraft. The amounts in the table reflect the incremental cost of personal use of the Company’s helicopters and for personal guests accompanying the executive when the executive is traveling on business. Incremental cost is determined as the variable costs incurred by the Company and does not include any costs that would have been incurred by the Company whether or not the personal trip was taken, such as lease and insurance payments, pilot salaries, ordinary

course maintenance and other overhead costs. The agreements providing for reimbursement of costs associated with personal use of the Company’s aircraft are described under “Related Party Policy and Certain Transactions.”

(III)This column includes the following components: (A) free cable television, high-speed data and voice services, (B) executive home security, (C) use of the Company’s travel department to arrange for personal travel, (D) reimbursement in 2012 for costs incurred related to filings made under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (E) reimbursement for legal costs incurred related to amendment of the applicable employee’s employment agreement, (F) cash dividend equivalent payment made upon expiration of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 applicable waiting period, and (F) use of Company-owned tickets to sporting and entertainment events.
     
32              2015 Proxy Statement
 
 
   
GRANTS OF PLAN-BASED AWARDS  

The table below presents information regarding awards granted in 2014 to each named executive officer under the Company’s plans, including estimated possible and future payouts under

non-equity incentive plan awards and other restricted stock and stock option awards.

                                       
                        All Other
Stock
Awards:
Number of
Shares of
Stock or
Units(#)
             
                          All Other
Option
Awards:
Securities
Underlying
Options(#)
  Exercise
or Base
Price of
Option
Awards
($/Sh)
     
                              Grant Date
Fair Value of
Stock and
Option Awards
($)(1)
                             
                             
            Estimated Future Payouts Under Non-
Equity Incentive Plan Awards
       
Name   Year   Grant Date   Threshold($)   Target($)   Maximum($)        
Charles F. Dolan   2014   03/03/14(2)       3,024,000   6,048,000                  
    2014   03/03/14(3)               225,500           3,977,820  
    2014   03/03/14(4)   2,235,000   3,725,000   5,587,500                  
James L. Dolan   2014   03/03/14(2)       4,153,846   8,307,693                  
    2014   03/03/14(4)   876,000   1,460,000   2,190,000                  
    2014   03/03/14(5)                   2,000,000   17.64   10,540,000  
Gregg G. Seibert   2014   03/03/14(2)       3,894,231   7,788,461                  
    2014   03/03/14(3)               181,600           3,203,424  
    2014   03/03/14(4)   1,800,000   3,000,000   4,500,000                  
Brian G. Sweeney   2014   03/03/14(2)       2,715,385   5,430,769                  
    2014   03/03/14(3)               30,300           534,492  
    2014   04/07/14(6)               59,200           1,018,240  
    2014   03/03/14(4)   300,000   500,000   750,000                  
    2014   04/07/14(4)   600,000   1,000,000   1,500,000                  
Kristin A. Dolan   2014   03/03/14(2)       2,807,692   5,615,385                  
    2014   03/03/14(3)               30,300           534,492  
    2014   04/07/14(6)               59,200           1,018,240  
    2014   03/03/14(4)   300,000   500,000   750,000                  
    2014   04/07/14(4)   600,000   1,000,000   1,500,000                  
1.This column reflects the aggregate grant date fair value calculated by multiplying the closing price of Class A common stock by the number of restricted stock awards granted to each named executive officer in 2014 without any reduction for risk of forfeiture, on the date of grant. For options, it reflects the aggregate grant date fair value, without any reduction for risk of forfeiture, calculated using assumptions set forth in Note 14 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.
2.This row reflects the possible payouts with respect to grants of annual incentive awards under the Company’s 2011 Cash Incentive Plan for performance in 2014. Each named executive officer is assigned a target bonus percentage and amount; there is no threshold amount for annual incentive awards. Under the terms of the awards, each named executive officer is eligible to receive payment of an annual incentive award equal to the lesser of $10 million or two times his or her bonus target, subject to the Compensation Committee’s discretion to reduce the award. The amounts of annual incentive awards actually paid for performance in 2014 are disclosed in the

Non-Equity Incentive Plan Compensation column of the Summary Compensation Table above. For more information regarding the terms of these annual incentive awards, please see “Compensation Discussion and Analysis - Elements of In- Service Compensation - Annual Incentives.”

3.This row reflects the number of shares of restricted stock awarded on March 3, 2014. These grants of restricted stock, which were made under the Company’s 2006 Employee Stock Plan, are scheduled to vest in their entirety on March 3, 2017. The awards are subject to performance criteria.
4.This row reflects what are expected to be the future payouts with respect to performance awards that were granted under the Company’s 2011 Cash Incentive Plan in 2014. Each performance award was granted with a target amount. These performance awards will be payable in the first quarter of 2017 if the Company achieves specified performance targets with respect to the period from January 1, 2014 – December 31, 2016. For more information regarding the terms of these performance awards, please see” Compensation Discussion and Analysis - Elements of
     
2015 Proxy Statement             33
 
 

In-Service Compensation - Long-Term Incentives - Performance Awards.”

5.This row reflects the number of shares underlying options awarded in 2014. This grant of options was made under the Cablevision 2006 Employee Stock Plan and vests in its entirety on March 3, 2017.
6.This row reflects the number of shares of restricted stock awarded on April 7, 2014. These grants of restricted stock, which were made under the Company’s 2006 Employee Stock Plan, are scheduled to vest in their entirety on March 3, 2017. The awards are subject to performance criteria.
 
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The table below shows (i) each grant of stock options that is still unexercised and outstanding, and (ii) the aggregate number of shares of unvested restricted stock outstanding

for each named executive officer, in each case as of December 31, 2014.

                                       
Name   Number of
Securities
Underlying
Unexercised
Options(#)
Exercisable
  Number of
Securities
Underlying
Unexercised
Options(#)
Unexercisable
  Equity
Incentive
Plan Awards: Number of
Securities
Underlying
Unexercised
Unearned
Options(#)
  Option Exercise Price($)   Option Expiration Date   Number of
Shares or
Units of Stock
That Have Not
Vested(#)
  Market Value
of Shares
or Units of
Stock That
Have Not
Vested($)(1)
  Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested(#)
  Equity
Incentive
Plan
Awards:
Marked
or Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested($)
 
Charles                       728,300(2 ) 15,032,112          
F. Dolan   264,000           12.48(3 ) 06/05/2016                  
    1,747,600           13.93(5 ) 03/06/2022                  
James L.                       248,200(6 ) 5,122,848          
Dolan   120,000           9.44(3)(4 ) 11/08/2015                  
    60,000           9.44(3)(4 ) 11/08/2015                  
    264,000           12.48(3 ) 06/05/2016                  
    1,687,800 (5)         13.93   03/06/2022                  
        2,000,000(7)     13.98   03/07/2023                  
        2,000,000(7)     17.64   03/03/2024                  
Gregg G.                       553,000(8 ) 11,413,920          
Seibert   100,000           13.23(3 ) 01/20/2019                  
    100,000           16.53(3 ) 01/20/2019                  
    100,000           19.85(3 ) 01/20/2019                  
    843,900           13.93(5 ) 03/06/2022                  
Brian G.                       139,600(9 ) 2,881,344          
Sweeney   7,500           9.44(3)(4 ) 11/08/2015                  
    95,800           13.93(5 ) 03/06/2022                  
Kristin A.                                      
Dolan   67,800           13.93(5 ) 03/06/2022   148,700(10 ) 3,069,168          
1.Calculated using the closing price of Class A common stock on the New York Stock Exchange on December 31, 2014 of $20.64 per share.

2.   This reflects (i) a grant of 249,900 shares of restricted stock made on April 9, 2012 that vested on March 5, 2015, (ii) a grant of 252,900 shares of restricted stock made on March 7, 2013 that is scheduled to

     
34              2015 Proxy Statement
 
 

vest on March 7, 2016, and (iii) a grant of 225,500 shares of restricted stock made on March 3, 2014 that is scheduled to vest on March 3, 2017.

3.   The prices of unexercised options were adjusted to reflect the impact of both the MSG and AMC Distributions. The MSG Distribution took place in February 2010. The AMC Distribution took place in June 2011. In connection with each Distribution, each outstanding Cablevision stock option became two options, one of which was an option covering a number of shares of Cablevision Class A Common Stock equal to the number covered by the original option, and one of which was an option covering one share of MSG/ AMC common stock, respectively, for every four shares covered by the original Cablevision option. The existing exercise price was allocated 82.6% to the Cablevision option and 17.4% to the MSG option, and the existing exercise price was allocated 73.6% to the Cablevision option and 26.4% to the AMC option. In each Distribution, each holder of Cablevision restricted shares received one share of MSG/AMC restricted stock, respectively, for every four Cablevision restricted shares.

As of December 31, 2014, (i) Mr. Charles F. Dolan did not hold any MSG stock options, (ii) Mr. James L. Dolan held 111,000 MSG stock options (all of which were vested), (iii) Mr. Gregg G. Seibert did not hold any MSG stock options, (iv) Mr. Brian G. Sweeney held 1,875 MSG stock options (all of which were vested), and (v) Ms. Kristin A. Dolan did not hold any MSG stock options. As of December 31, 2014, (i) Mr. Charles F. Dolan held 111,000 AMC stock options (all of which were vested), (ii) Mr. James L. Dolan held 111,000 AMC stock options (all of which were vested), (iii) Mr. Gregg G. Seibert did not hold any AMC stock options, (iv) Mr. Brian G. Sweeney held 1,875 AMC stock options (all of which were vested), and (v) Ms. Kristin A. Dolan did not hold any AMC stock options.

4As a result of the special dividend declared in April 2006, stock options that had not vested by December 31, 2004 were adjusted to reduce their per share exercise price by the $10.00 amount of the special dividend .
5These performance-based stock options, which were granted on March 6, 2012, vested 50% on March 6, 2013 and 50% on March 6, 2014.
6.This reflects a grant of 248,200 shares of restricted stock made on March 27, 2012 that vested on March 5, 2015.
7.These stock options vest in their entirety on the third anniversary of the grant date.
8.This reflects (i) a grant of 167,700 shares of restricted stock made on March 5, 2012 that vested on March 5, 2015, (ii) a grant of 203,700 shares of restricted stock made on March 7, 2013 that is scheduled to vest on March 7, 2016, and (iii) a grant of 181,600 shares of restricted stock made on March 3, 2014 that is scheduled to vest on March 3, 2017.
9.This reflects (i) a grant of 16,100 shares of restricted stock made on March 27, 2012 that vested March 5, 2015, (ii) a grant of 34,000 shares of restricted stock made on March 7, 2013 that is scheduled to vest on March 7, 2016, (iii) a grant of 30,300 shares of restricted stock made on March 3, 2014 that is scheduled to vest on March 3, 2017, and (iv) a grant of 59,200 shares of restricted stock made on April 7, 2014 that is scheduled to vest on March 3, 2017.
10.This reflects (i) a grant of 25,200 shares of restricted stock made on March 27, 2012 that vested on March 5, 2015, (ii) a grant of 34,000 shares of restricted stock made on March 7, 2013 that is scheduled to vest on March 7, 2016, (iii) a grant of 30,300 shares of restricted stock made on March 3, 2014 that is scheduled to vest on March 3, 2017, and (iv) a grant of 59,200 shares of restricted stock made on April 7, 2014 that is scheduled to vest on March 3, 2017.
 
OPTION EXERCISES AND STOCK VESTED

The table below shows stock option exercises during 2014 and restricted stock awards that vested during 2014.

                                   
    Option Exercises   Restricted Stock  
Name   Number of Shares
Acquired on Exercise
  Value Realized on
Exercise ($)(1)
  Number of Shares
Acquired on Vesting
  Value Realized on
Vesting ($)(2)(3)
 
Charles F. Dolan     0       0       79,400       1,441,110    
James L. Dolan     1,097,500       12,881,697       78,800       1,430,220    
Gregg G. Seibert     0       0       54,400       987,360    
Brian G. Sweeney     7,500       86,807       6,600       119,790    
Kristin A. Dolan     0       0       4,620       83,853    
1.Calculated using the market price (per share) of Class A common stock on the New York Stock Exchange on the date of exercise less the option price per share multiplied by the number of options exercised.
2.Calculated using the closing price (per share) of Class A common stock on the New York Stock Exchange on March 7, 2014 (the vesting date) multiplied by the number of shares vesting.
3.Dividends of $0.15 per share were declared in May, August and October 2011, February, May, August and October 2012, February, May, July and November 2013 and February, May, July and November 2014. All eligible dividends declared prior to vesting were paid in cash in connection with this vesting in addition to the value realized and are reflected in the table.
     
2015 Proxy Statement             35
 
 
 
PENSION BENEFITS

The table below shows the present value of accumulated benefits payable to each of our named executive officers, including the number of years of service credited to each

named executive officer, under our defined benefit pension plans as of December 31, 2014.

                         
Name   Plan Name   Number of Years
Credited Service (#)(1)
  Present Value of
Accumulated Benefit
($)(2)
  Payments During Last
Fiscal Year ($)
 
Charles F. Dolan   Cablevision Nonqualified Supplemental Benefit Plan   29     4,158,363        
    Cablevision Cash Balance Pension Plan   16     0     23,006    
    Cablevision Excess Cash Balance Plan   13     2,184,402        
James L. Dolan   Cablevision Cash Balance Pension Plan   16     272,806        
    Cablevision Excess Cash Balance Plan   13     1,694,829        
Gregg G. Seibert   Cablevision Cash Balance Pension Plan   4     83,348        
    Cablevision Excess Cash Balance Plan   4     396,876        
Brian G. Sweeney   Cablevision Cash Balance Pension Plan   16     192,852        
    Cablevision Excess Cash Balance Plan   13     308,704        
Kristin A. Dolan   Cablevision Cash Balance Pension Plan   16     173,305        
    Cablevision Excess Cash Balance Plan   13     90,877        
1.Years of service are calculated based on elapsed time measured from date of plan participation through December 31, 2014 for the Cablevision Nonqualified Supplemental Benefit Plan and through December 31, 2013 for the Cablevision Cash Balance Plan and Cablevision Excess Cash Balance Plan (the date that benefit accruals under such plans were frozen). Actual elapsed time for each individual as an employee of the Company are as follows: Mr. Charles F. Dolan, 42 years; Mr. James L. Dolan, 36 years; Mr. Gregg G. Seibert, 6 years; Mr. Brian G. Sweeney, 22 years; and Ms. Kristin A. Dolan, 25 years.
2.Assumes that each individual will take a lump sum payment of benefits at retirement. The lump sum payment is based on an assumed retirement age of 65 for all individuals other than Mr. Charles F. Dolan. For Mr. Charles F. Dolan, the lump sum payment is based on a December 31, 2014 retirement date. The

lump sum payable under the Nonqualified Supplemental Benefit Plan was calculated using an interest rate of 7% and the 1971 Group Annuity mortality table, as required under the terms of the Nonqualified Supplemental Benefit Plan. The lump sum payable under the cash balance plans was determined by crediting the account balances with an assumed interest-crediting rate of 3.11% until age 65. The present value of the accumulated benefits under the Cash Balance Pension Plan and the Excess Cash Balance Plan were calculated using a discount rate of 3.75%. For Mr. Charles F. Dolan, the present value of the accumulated benefits under each of the Cash Balance Pension Plan and the Excess Cash Balance Plan equals the respective December 31, 2014 account balances.

We maintain several retirement benefit plans for our executives. The material terms and conditions are discussed below.

     
36              2015 Proxy Statement
 
 
 
CASH BALANCE PENSION PLAN

The Company’s Cash Balance Pension Plan is a tax-qualified defined benefit plan that generally covers regular full-time and part-time nonunion employees of the Company and certain of its affiliates who have completed one year of service. A notional account is maintained for each participant under the plan, including the named executive officers, which, through the end of 2013, consisted of (i) annual allocations made by the Company as of the end of each year on behalf of each participant who has completed 800 hours of service during the year that range from 3% to 9% of the participant’s compensation, based on the participant’s age, and (ii) monthly interest credits based on the average of the annual rate of interest on the 30-year U.S. Treasury Bonds for the months of September, October and November of the prior year. Compensation includes all direct cash compensation received while a participant as part of the participant’s primary compensation structure (excluding bonuses, fringe benefits and other compensation that is not received on a regular basis), and before deductions for elective deferrals (in accordance with the Internal Revenue Code limits, the compensation was limited each year to the Internal Revenue Code maximum compensation limits. Effective December 31, 2013, the Cash Balance Pension Plan was amended to freeze participation and future benefit accruals for all Company

employees except those covered by a collective bargaining relationship in Brooklyn. Therefore, no future benefit accruals were made under these plans after 2013 except for employees covered by such collective bargaining relationship. With respect to such employees, no benefit accruals will be made after April 15, 2015. Monthly interest credits continue to be made to participant accounts until distribution of the accounts following termination of employment.

A participant’s interest in the cash balance account is subject to vesting limitations for the first three years of employment. A participant’s account will vest in full upon his or her termination due to death, disability or retirement after attaining age 65. Upon retirement or other termination of employment with the Company, the participant may elect a distribution of the vested portion of the cash balance account. Any amounts remaining in the plan will continue to be credited with interest until the account is paid. The normal form of benefit payment for an unmarried participant is a single life annuity and the normal form of benefit payment for a married participant is a 50% joint and survivor annuity. The participant, with spousal consent if applicable, can waive the normal form and elect a single life annuity or a lump sum.

 
EXCESS CASH BALANCE PLAN

The Company’s Excess Cash Balance Plan is a non-qualified deferred compensation plan that is intended to provide eligible participants, including each named executive officer, with the portion of their benefit that cannot be paid to them under the Cash Balance Pension Plan due to Internal Revenue Code limits on the amount of compensation (as defined in the Cash Balance Pension Plan) that can be taken into account in determining benefits under tax-qualified plans. The Company maintains a notional excess cash balance account for each eligible participant, and, for each calendar year through 2013, credited these accounts with the portion of the allocation that could not be made on his or her behalf under the Cash Balance Pension Plan due to the compensation limitation. In addition, the Company credits each notional excess cash balance account

monthly with interest at the same rate used under the Cash Balance Pension Plan. Effective December 31, 2013, the Excess Cash Balance Plan was amended to freeze participation and future benefit accruals for all Company employees. Therefore, no future benefit accruals were made under these plans after 2013. Monthly interest credits continue to be made to participant accounts until distribution of the accounts following termination of employment.

A participant vests in the excess cash balance account according to the same schedule as the Cash Balance Pension Plan. The excess cash balance account, to the extent vested, is paid in a lump sum to the participant as soon as practicable following his or her retirement or other termination of employment with the Company.

 
NONQUALIFIED SUPPLEMENTAL BENEFIT PLAN

Mr. Charles F. Dolan is the only named executive officer who participates in the Company’s Nonqualified Supplemental Benefit Plan. The Nonqualified Supplemental Benefit Plan provides actuarially determined pension benefits for certain employees of the Company or its subsidiaries and affiliates who were previously employed by CSSC, L.L.C., successor to Cablevision Systems Services Corporation (“CSSC”), which is wholly owned by Mr. Charles F. Dolan and his spouse, which provided management services to Cablevision Company (the Company’s predecessor) and to certain affiliates of the Company.

The Nonqualified Supplemental Benefit Plan was designed to provide participants, in combination with certain qualified benefit plans maintained by the Company and certain qualified retirement plans formerly maintained by CSSC, with the same retirement benefits they would have enjoyed had they remained employees of CSSC and continued to participate in the former CSSC qualified plans. In addition to Mr. Charles F. Dolan, there is only one remaining active employee of the Company who accrues benefits under this plan.

     
2015 Proxy Statement             37
 
 

The defined benefit feature of the Nonqualified Supplemental Benefit Plan provides that, upon attaining the later of age 65 or the completion of five years of service, a participant will receive an annual benefit equal to the lesser of (i) 75% of his or her average compensation (not including bonuses and overtime) for his or her three most highly compensated years, or (ii) the

maximum benefit permitted by the Internal Revenue Code (the maximum in 2014 was $210,000 for employees who retire at age 65), reduced by the amount of any benefits paid to the participant under the qualified defined benefit plan formerly maintained by CSSC as well as benefits under the Cash Balance Pension Plan and Excess Cash Balance Plan.

 
NONQUALIFIED DEFERRED COMPENSATION

The table below shows (i) the contributions made by each named executive officer and the Company in 2014, (ii) aggregate earnings on each named executive officer’s account balance in

2014, and (iii) the account balance of each of our named executive officers under our Excess Savings Plan and the Nonqualified Supplemental Benefit Plan as of December 31, 2014.

                                     
Name   Plan Name   Executive
Contributions in
Last FY(1) ($)
  Registrant
Contributions in
Last FY(2) ($)
  Aggregate
Earnings in
Last FY(3) ($)
  Aggregate
Withdrawals/
Distributions ($)
  Aggregate Balance
at Last FYE ($)
 
Charles F. Dolan   Cablevision Excess Savings Plan   92,840     60,427     19,193         2,276,445    
    Cablevision Nonqualified Supplemental Benefit Plan       51,000     11,809         1,375,490    
James L. Dolan   Cablevision Excess Savings Plan   115,800     76,320     13,723         1,662,404    
Gregg G. Seibert   Cablevision Excess Savings Plan   68,000     65,800     4,053         528,949    
Brian G. Sweeney   Cablevision Excess Savings Plan   63,000     41,600     5,224         658,317    
Kristin A. Dolan   Cablevision Excess Savings Plan   65,769     43,846     1,967         285,156    
1.These amounts represent a portion of the executives’ salaries, which are included in the numbers reported in the “Salary” column of the Summary Compensation Table, that the executives contributed to the respective plans.
2.These amounts are reported in the “All Other Compensation” column of the Summary Compensation Table. These amounts do not include deferred compensation awards earned in 2014 and included in the Summary Compensation Table under “All Other Compensation” and described in Note 7 to that table.
3.These amounts are not reported in the “All Other Compensation” column of the Summary Compensation Table.

The Cablevision Excess Savings Plan is a non-qualified deferred compensation plan that operates in conjunction with the Company’s tax-qualified 401(k) Plan. An employee is eligible to participate in the Excess Savings Plan for a calendar year if his compensation (as defined in the Cash Balance Pension Plan described above) in the preceding year exceeded (or would have exceeded, if the employee had been employed for the entire year) the IRS limit on the amount of compensation that can be taken into account in determining contributions under tax-qualified retirement plans ($260,000 in 2014) and

he makes an election to participate prior to the beginning of the year.

An eligible employee whose contributions to the 401(k) Plan are limited as a result of this compensation limit or as a result of reaching the maximum 401(k) deferral limit ($17,500 or $23,000 if age 50 or over, for 2014) can continue to make pre- tax contributions under the Excess Savings Plan of up to 6% of his eligible pay. In addition, the Company has historically made matching contributions of up to 50% of the first 6% of eligible pay contributed by the employee. Effective January 1, 2014, the Excess Savings Plan was amended to provide for a matching contribution of 100% of the first 4% of eligible pay contributed by participating employees, and for an additional discretionary year-end contribution by the Company based upon a percentage of eligible compensation. The contribution, if approved by the Company, will be provided to all eligible participants who are active on the last day of the plan year and who complete 1,000 hours of service in such plan year. In 2015, the Company made an additional discretionary contribution of 3% of eligible compensation in respect of the 2014 plan year.

     
38              2015 Proxy Statement
 
 

A participant is always fully vested in his own contributions and vests in the Company matching contributions over three years from date of hire (subject to full vesting upon death, disability or retirement after attaining age 65). Account balances under the Excess Savings Plan are credited monthly with the rate of return earned by the Wells Fargo Stable Value Fund offered as an investment alternative under the 401(k) Plan. Distributions are made in a lump sum as soon as practicable after the participant’s termination of employment with the Company.

In addition to providing defined pension benefits, the Company’s Nonqualified Supplement Benefit Plan has a

defined contribution feature. Under this provision, the Company maintains notional supplemental accounts for each participant, and for each calendar year, the Company makes an allocation to these notional accounts in an amount equal to the lesser of 10% of a participant’s eligible plan compensation (as limited by the IRS maximum compensation limitation) and the IRS maximum defined contribution allocation ($52,000 for 2014). Account balances under the Company’s Nonqualified Supplement Benefit Plan are credited monthly with the rate of return earned by the Stable Value Fund offered as an investment alternative under the 401(k) Plan.

 
EMPLOYMENT AGREEMENTS

Charles F. Dolan

Mr. Charles F. Dolan has an employment agreement with the Company dated as of January 27, 1986 that automatically renews for successive one-year terms unless terminated by either party at least three months prior to the end of the then existing term. His agreement has been automatically extended until January 2016. The employment agreement provides for annual compensation of not less than $400,000 per year, subject to increase by the Company’s Compensation Committee. Mr. Dolan’s annual salary for 2014 was $1,664,000 and his bonus target was 175%.

Mr. Charles F. Dolan’s employment agreement does not provide for any post-employment benefits in the event of the termination of his employment by him or the Company other than in the case of his death or disability. In the event of Mr. Dolan’s death, his agreement provides for payment to his estate of an amount equal to the greater of one year’s base salary or one-half of the compensation that would have been payable to Mr. Dolan during the remaining term of his agreement. If Mr. Dolan is incapacitated for more than six consecutive months of disability such that he cannot return to

James L. Dolan

Mr. James L. Dolan is the Company’s Chief Executive Officer and devotes most of his business time to that role. He also serves as the Executive Chairman of MSG and devotes a portion of his business time to that role. In light of Mr. Dolan’s dual responsibilities, on December 24, 2009, the Company and MSG each entered into separate employment agreements with Mr. Dolan. These employment agreements became effective upon the consummation of the MSG Distribution on February 9, 2010 and were amended in February 2013. In April 2014, the Company entered into a letter agreement with Mr. James L. Dolan which amended his employment agreement to remove his right to receive a severance payment if he terminates his employment for any reason during the 13th month after a Change in Control (as defined in the agreement) and to change his title to “Chief Executive Officer.”

As amended in February 2013, the employment agreement between the Company and Mr. Dolan provided for his

employment and discharge his duties under his employment agreement, his agreement provides that the Company may terminate him for incapacity but Mr. Dolan will be entitled to receive his base salary and other employee benefits (including medical insurance) until the end of the remaining term of his agreement. Mr. Dolan’s employment agreement does not address (or provide for any benefits in the event of) termination by the Company without cause, by Mr. Dolan for good reason or termination in connection with retirement, a change in control or a going private transaction.

In December 2008, the Company amended the employment agreement of Mr. Dolan in order to avoid the imposition of an additional tax pursuant to Section 409A. This amendment clarified that the delay of payment of severance will be following the executive’s separation of service (within the meaning of Section 409A). In June 2011, the Company amended the employment agreement of Mr. Dolan to acknowledge Mr. Dolan’s service as Executive Chairman of AMC Networks Inc. The amendments did not change the amount of payments under Mr. Charles F. Dolan’s employment agreement.

continued employment as President and Chief Executive Officer of the Company through December 31, 2017 at a minimum annual base salary of $2,000,000 (subject to annual review and potential increase in the discretion of the Compensation Committee) and an annual target bonus equal to 200% of his annual base salary (and a possible range of 0% to 400%) in the discretion of the Compensation Committee. Mr. Dolan’s annual salary for 2014 was $2,000,000 and his bonus target was 200%. It is expected that Mr. Dolan will continue to be nominated for election as a director of the Company during the period he serves as Chief Executive Officer. Under the employment agreement, Mr. Dolan continues to be eligible to participate in all Company employee benefits and retirement plans at the level available to other members of senior management of the Company, subject to meeting the relevant eligibility requirements and the terms of the plans. The Company will also continue to pay the premiums on an existing whole

     
2015 Proxy Statement             39
 
 

life insurance policy to the extent necessary to provide for payment of the initial targeted death benefit.

Mr. Dolan’s agreement further provides that he will be entitled to receive annual long-term cash and/or equity awards with an aggregate annual target value of $12,000,000, as determined in the discretion of the Compensation Committee. The equity portion of these annual awards will consist of options to acquire shares of the Company’s Class A common stock in an amount up to the maximum number of options that the Company may issue to any participant under its employee stock plan during any one calendar year (currently two million options), and the balance (if any) of the annual awards will consist of a cash performance award. The annual award terms and conditions will be determined by the Compensation Committee in its discretion, provided that the awards will not have a time vesting component that is longer than three years.

Any continuing service requirements with respect to outstanding long-term cash and equity awards that were granted to Mr. Dolan prior to the effective date of the employment agreement will be based solely on his continued services to the Company and its affiliates (other than MSG and its subsidiaries). He and the Company have acknowledged that any cash payable pursuant to any of those awards will be the sole responsibility and liability of the Company and that MSG will have no liability to Mr. Dolan with respect to such cash payable.

If, prior to December 31, 2017 (the “Scheduled Expiration Date”), Mr. Dolan’s employment with the Company is terminated (i) by the Company, or (ii) by him for Good Reason and at the time of any such termination, Cause does not exist, then, subject to his execution of the Company’s then standard separation agreement (modified to reflect the terms of the agreement) which separation agreement will include, without limitation, general releases by him as well as non-competition, non-solicitation, non-disparagement, confidentiality and other provisions substantially similar to those set forth in the agreement (a “Separation Agreement”), the Company will provide him with the following benefits and rights:

(a)A severance payment in an amount determined at the discretion of the Compensation Committee, but in no event less than two times the sum of his annual base salary and annual target bonus;
(b)Continued payment of premiums on an existing whole life insurance policy on his life to the extent necessary to provide for payment of the initial targeted death benefit under such policy after first applying any associated dividends and surrender of paid up additions;
(c)Except as provided otherwise in the employment agreement, each of his outstanding long-term cash performance awards granted under the plans of the Company will immediately vest in full and will be paid to the same extent that other members of senior management receive payment for such awards as determined by the Compensation Committee (and subject to the satisfaction

of any applicable performance objectives) and will be payable at the same time such awards are payable to other members of senior management and in accordance with the terms of the award;

(d)Each of his outstanding long-term cash awards (including any deferred compensation awards under the long-term cash awards program) that are not subject to performance criteria granted under the plans of the Company will immediately vest in full and will be payable to Mr. Dolan on the 90th day after the termination of his employment;
(e)(i) All of the time based restrictions under the plans of the Company on each of the outstanding restricted stock or restricted stock units granted to him will immediately be eliminated, (ii) payment and deliveries with respect to his restricted stock units that are not subject to performance criteria will be made on the 90th day after the termination of his employment, (iii) the performance-based restrictions with respect to his restricted stock and restricted stock units that are subject to performance criteria will lapse when and to the same extent that such restrictions lapse on such awards held by other executive officers as determined by the Compensation Committee (subject to satisfaction of any applicable performance objectives), and (iv) the payment and deliveries with respect to his restricted stock units shall be made at the same time as they are made to other executive officers and in accordance with the terms of the award;
(f)Each of his outstanding stock options will immediately vest and become exercisable and he will have the right to exercise each of those options for the remainder of the term of such option;

(g) A prorated annual bonus for the year in which such termination occurred to the same extent that other executive officers receive payment of bonuses for such year as determined by the Compensation Committee in its sole discretion (and subject to the satisfaction of any applicable performance objectives), which pro rata annual bonus will be payable at the same time annual bonuses for such year are payable to other executive officers; and

(h)All of his (i) long-term cash performance awards, and (ii) the unvested portion of his deferred compensation award, in each such case outstanding on December 24, 2009, will be subject to the terms of their respective award agreements and the provisions related to his existing employment agreement.

In addition, the employment agreement provides that in the event of a “change of control”, as defined in Mr. Dolan’s long-term award agreements, Mr. Dolan will be entitled to receive the more favorable vesting and payment provisions (if any) provided in his restricted stock, stock option and long-term cash performance award agreements. See “–Termination and Severance–Award Agreements.”

     
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If Mr. Dolan ceases to be an employee of the Company or any of its affiliates (other than MSG and its subsidiaries) prior to the Scheduled Expiration Date as a result of his death, his estate or beneficiary will be provided with the benefits and rights set forth in (c) through (h) above and have such longer period to exercise his then outstanding stock options as may otherwise be permitted under the applicable plan. If he ceases to be an employee of the Company or any of its affiliates (other than MSG and its subsidiaries) prior to the Scheduled Expiration Date as a result of his physical or mental disability, he will be provided with the benefits and rights set forth in (b) through (h) above.

If after the Scheduled Expiration Date, Mr. Dolan’s employment with the Company is terminated (i) by the Company, (ii) by him for Good Reason, or (iii) as a result of his death or disability, and at the time of any such termination described above, Cause does not exist, then, subject to (except in the case of his death) his execution of a Separation Agreement, he or his estate or beneficiary, as the case may be, will be provided with the benefits and rights set forth above in (b) through (h) above.

If, prior to or after the Scheduled Expiration Date, Mr. Dolan ceases to be employed by the Company for any reason other than his being terminated for Cause, he will have three years to exercise outstanding stock options, unless he is afforded a longer period for exercise pursuant to his employment agreement or any applicable award letter. In no event, however, will stock options remain exercisable beyond their regularly scheduled term (except as may otherwise be permitted under the applicable award in the case of death).

Upon the termination of Mr. Dolan’s employment with the Company, except as otherwise specifically provided in the employment agreement, his rights to benefits and payments under the Company’s pension and welfare plans (other than severance benefits) and any outstanding long-term cash or equity awards will be determined in accordance with the then current terms and provisions of such plans, agreements and awards under which such benefits and payments (including such long-term cash or equity awards) were granted.

In the agreement, the Company acknowledges that, in addition to Mr. Dolan’s services pursuant to the agreement, he will simultaneously serve, and is expected to devote a portion of his business time and attention to serving, as Executive Chairman of MSG. The Company recognizes and agrees that his responsibilities to MSG will preclude him from devoting substantially all of his time and attention to the Company’s affairs. The agreement states the Company’s recognition that there may be certain potential conflicts of interest and fiduciary duty issues associated with Mr. Dolan’s dual roles at the Company and MSG and that none of (i) his dual responsibilities at the Company and MSG, (ii) his inability to devote substantially all of his time and attention to the Company’s affairs, (iii) the actual or potential conflicts of interest and fiduciary duty issues that are waived in the Company’s policy concerning matters related to MSG including responsibilities of overlapping directors and officers, or (iv)

any actions taken, or omitted to be taken, by him in good faith to comply with his duties and responsibilities to the Company in light of his dual responsibilities to the Company and MSG, will be deemed to be a breach by him of his obligations under the employment agreement nor will any of the foregoing constitute Cause as such term is defined in the employment agreement.

The employment agreement contains certain covenants by Mr. Dolan including a noncompetition agreement that restricts Mr. Dolan’s ability to engage in competitive activities until the first anniversary of the termination of his employment with the Company.

For purposes of Mr. Dolan’s employment agreement, “Cause” is defined as (1) commission of an act of fraud, embezzlement, misappropriation, willful misconduct, gross negligence or breach of fiduciary duty against the Company or an affiliate thereof, or (2) commission of any act or omission that results in, or may reasonably be expected to result in, a conviction, plea of no contest, plea of nolo contendere or imposition of unadjudicated probation for any crime involving moral turpitude or any felony.

“Change in Control” means the acquisition, in a transaction or a series of related transactions, by any person or group, other than Charles F. Dolan or members of the immediate family of Charles F. Dolan or trusts for the benefit of Charles F. Dolan or his immediate family (or an entity or entities controlled by any of them) or any employee benefit plan sponsored or maintained by the Company, of (1) the power to direct the management of substantially all the cable television systems then owned by the Company in the New York City Metropolitan Area (as defined), or (2) after any fiscal year of the Company in which all the systems referred to in clause (1) will have contributed in the aggregate less than a majority of the net revenues of the Company and its consolidated subsidiaries, the power to direct the management of the Company and its consolidated subsidiaries, the power to direct the management of the Company or substantially all its assets.

Termination for “Good Reason” in Mr. Dolan’s employment agreement means that (1) without Mr. Dolan’s consent, (A) Mr. Dolan’s base salary or bonus target is reduced, (B) the Company requires that Mr. Dolan’s principal office be located outside of Nassau County or Manhattan, (C) the Company materially breaches its obligations to Mr. Dolan under his employment agreement, (D) Mr. Dolan is no longer the Chief Executive Officer of the Company, (E) Mr. Dolan no longer reports directly to the Chairman of the Board of Directors of the Company, or (F) Mr. Dolan’s responsibilities are materially diminished, (2) Mr. Dolan has given the Company written notice, referring specifically to this definition, that he does not consent to such action, (3) the Company has not corrected such action within 15 days of receiving such notice, and (4) Mr. Dolan voluntarily terminates his employment within 90 days following the happening of the action described in subsection (1) of this definition.

     
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Gregg G. Seibert

On March 29, 2011, the Company entered into an employment agreement with Mr. Gregg G. Seibert, which replaced his prior employment agreement. The agreement with Mr. Seibert provides for his continued employment as Executive Vice President of the Company through December 31, 2016 at a minimum annual base salary of $1,500,000 (subject to annual review and potential increase in the discretion of the Compensation Committee) and an annual target bonus equal to 150% of his annual base salary in the discretion of the Compensation Committee. Mr. Seibert also assumed the role of Chief Financial Officer on June 7, 2011. In February 2013, Mr. Seibert was also named Vice Chairman of the Company. He will also be entitled to participate in future long-term cash and equity programs and arrangements that are made available to similarly situated executives of the Company. In light of Mr. Seibert’s contributions to the Company and his promotion to Vice Chairman on February 26, 2013, the Compensation Committee determined to increase Mr. Seibert’s annual salary for 2013 to $1,875,000 and his bonus target to 200% and his long-term incentive award target to $6 million. In February 2015, we entered into a letter agreement with Mr. Seibert which amended and restated his prior employment agreement to reflect his change in title, effective March 1, 2015, from Vice Chairman and Chief Financial Officer to Vice Chairman, to amend his job duties accordingly and, in light of such changes to, effective March 1, 2015, decrease his annual salary from $1,875,000 to $625,000 and his long-term incentive award target to $2 million. The amended agreement also extended the term of the agreement from December 31, 2016 to December 31, 2017, and decreased from twelve months to six months the advance notice period pursuant to which, at any time after the expiration date of the agreement, Mr. Seibert can terminate his employment with the Company for any reason and receive certain severance benefits, as described in more detail below. Mr. Seibert also entered into agreements in February 2015 with each of MSG and AMC pursuant to which he became Vice Chairman of each company.

Under the agreement as amended in 2015, Mr. Seibert continues to be eligible to participate in the Company’s standard employee benefits program, subject to meeting the relevant eligibility requirements, payment of required premiums, and the terms of the plans. Additionally, the Company will continue to pay the premiums on the existing whole life insurance policy provided to Mr. Seibert. If, prior to or on December 31, 2017 (the “Scheduled Expiration Date”), Mr. Seibert’s employment with the Company is terminated (i) by the Company without Cause, or (ii) by him for Good Reason, then, subject to his execution of a separation agreement with the Company, the Company will provide him with the following benefits and rights:

(a)A severance payment in an amount determined at the discretion of the Company, but in no event less than two times the sum of his annual base salary and annual

target bonus, 60% of which shall be payable to him on the six- month anniversary of his termination date and 40% of which shall be payable to him on the twelve-month anniversary of his termination date;

(b)A prorated annual bonus for the year in which such termination occurred, payable at the same time as such bonuses are paid to similarly situated executives and based on his then current annual target bonus as well as Company and his business unit performance as determined by the Company in its sole discretion, but without adjustment for his individual performance, plus any unpaid annual bonus for the year prior to the year in which such termination occurred;
(c)Each of his outstanding long-term cash awards will immediately vest in full (whether or not subject to performance criteria) and shall be payable to him at the same time as such awards are paid to other executives of the Company and the payment amount of such award shall be to the same extent that other similarly situated executives receive payment as determined by the Compensation Committee (subject to satisfaction of any applicable performance criteria but without adjustment for his individual performance), provided that any more favorable provisions of his existing award agreements will apply to the treatment of such awards following a “going private transaction” (as defined in the award agreements) and following a “change of control” (as defined in the award agreements), his outstanding awards shall be paid at such time as such awards are paid to active executives of the Company, if such time is earlier than they otherwise would have been paid to him;
(d)Each of his outstanding restricted stock or restricted stock unit awards granted to him under the plans of the Company shall continue to vest in accordance with their original vesting schedule and payments or deliveries with respect to his restricted stock and restricted stock units shall be made on the original vesting date (or, in the case of restricted stock units, on the original distribution date), and, in the case of restricted stock, the Company will withhold a portion of such awards in an amount sufficient to fund the minimum statutory tax withholding requirements (including, federal, state and local income and employment taxes) resulting from the recognition of income in respect of such outstanding restricted stock and make a payroll tax contribution in such amount on his behalf and, in the case of restricted stock units, if his termination of employment occurs on or after October 25th of a particular year, then delivery under any such restricted stock units which would otherwise occur after termination of his employment during that year will be on the 68th day following his date of termination; and
     
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(e)Each of his outstanding stock options and stock appreciation rights under the plans of the Company shall continue to vest in accordance with their original vesting schedule and he will have the right to exercise each of those options and stock appreciation rights for the remainder of the term of such option or right.

If Mr. Seibert ceases to be an employee of the Company prior to the Scheduled Expiration Date as a result of his death, or his disability(as defined in the Company’s long term disability plan), and at such time Cause does not exist, then, subject to execution of a separation agreement (or in the case of death a release of claims), he or his estate or beneficiary will be provided with the benefits and rights set forth in (b), (d) and (e) of the preceding paragraph and each of his outstanding long-term cash awards shall immediately vest in full, whether or not subject to performance criteria and shall be payable in the event of disability on the 90th day after the termination of his employment, and in the event of death on the 120th day after termination of his employment provided, that if any such award is subject to any performance criteria, then (i) if the measurement period for such performance criteria has not yet been fully completed, then the payment amount will be at the target amount for such award, and (ii) if the measurement period for such performance criteria has already been fully completed, then the payment amount of such award will be to the same extent that other similarly situated executives receive payment as determined by the Compensation Committee (subject to the satisfaction of the applicable performance criteria). Notwithstanding the foregoing, if provided for in the applicable stock option, restricted stock or restricted stock unit awards, his stock option, restricted stock and restricted stock unit awards will vest in full (and shares subject to restricted stock units will be distributed) at the time of his death.

If after the Scheduled Expiration Date, Mr. Seibert’s employment with the Company is terminated for any reason by him upon at least six months written notice, such notice to be effective no earlier than the first day after the Scheduled Expiration Date, and at the time of such termination Cause does not exist, then, subject to his execution of a separation agreement with the Company, he will be provided with the benefits and rights set forth in (b)-(e) of the second preceding paragraph.

Except as otherwise set forth in the employment agreement, upon the termination of Mr. Seibert’s employment with the Company, any outstanding long-term cash or equity awards will be treated in accordance with their terms and Mr. Seibert will not be eligible for severance benefits under any other plan, program or policy of the Company.

In the agreement, the Company acknowledges that, in addition to Mr. Seibert’s services pursuant to the agreement, he will simultaneously serve, and is expected to devote a portion of his business time and attention to serving, as Vice Chairman of each of MSG and AMC. The Company recognizes and agrees that his responsibilities to MSG and AMC will preclude him

from devoting substantially all of his time and attention to the Company’s affairs. The agreement states the Company’s recognition that there may be certain potential conflicts of interest and fiduciary duty issues associated with Mr. Seibert’s multiple roles at the Company, MSG and AMC and that none of: (i) his multiple responsibilities at the Company, MSG and AMC, (ii) his inability to devote substantially all of his time and attention the Company’s affairs, (iii) the actual or potential conflicts of interest and fiduciary duty issues that are waived in the Company’s policy concerning matters related to MSG and AMC including responsibilities of overlapping directors and officers, or (iv) any actions taken, or omitted to be taken, by him in good faith to comply with his duties and responsibilities to the Company in light of his multiple responsibilities to the Company, MSG and AMC, will be deemed to be a breach by him of his obligations under the employment agreement nor will any of the foregoing constitute Cause as such term is defined in the employment agreement.

The employment agreement contains certain covenants by Mr. Seibert including a noncompetition agreement that restricts Mr. Seibert’s ability to engage in competitive activities until the first anniversary of the termination of his employment with the Company.

For purposes of Mr. Seibert’s employment agreement, “Cause” means his (i) commission of an act of fraud, embezzlement, misappropriation, willful misconduct, gross negligence or breach of fiduciary duty against the Company or an affiliate thereof, or (ii) commission of any act or omission that results in a conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any crime involving moral turpitude or any felony. “Good Reason” means that (1) without his written consent, (A) his annual base salary or annual target bonus (as each may be increased from time to time in the Company’s sole discretion) is reduced (other than as expressly contemplated in the agreement), (B) his title (as in effect from time to time) is diminished, (C) he reports directly to someone other than James L. Dolan (or if James L. Dolan is no longer the Chief Executive Officer of the Company, to someone other than the Chairman of the Board of Directors of the Company), (D) the Company requires that his principal office be located outside of Nassau County or the Borough of Manhattan, (E) the Company materially breaches its obligations under the agreement, or (F) his responsibilities as in effect immediately after the date of the agreement (other than as expressly contemplated in the agreement), , are thereafter materially diminished, (2) he has given the Company written notice that he does not consent to such action, (3) the Company has not corrected such action within 15 days of receiving such notice, and (4) he terminates his employment with the Company within 90 days following the happening of the action described in subsection (1) above.

     
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Brian G. Sweeney

On April 7, 2014, the Company entered into an employment agreement with Brian G. Sweeney. The agreement with Mr. Sweeney provided for his employment as President of the Company through December 31, 2017 at a minimum annual base salary of $1,500,000 (subject to annual review and potential increase in the discretion of the Compensation Committee) and an annual target bonus equal to at least 200% of his annual base salary in the discretion of the Compensation Committee. In February 2015, the Company entered into a letter agreement with Mr. Sweeney which amended his title, effective March 1, 2015, from President to President and Chief Financial Officer, and amended his job duties to reflect this change. There were no changes made to Mr. Sweeney’s compensation or to the other terms of his agreement. Mr. Sweeney will also be entitled to participate in future long- term cash and equity programs and arrangements that are made available to similarly situated executives of the Company with an aggregate target value of not less than $3,000,000, as determined by the Compensation Committee in its discretion. The employment agreement anticipates that as part of each annual review by the Compensation Committee, Mr. Sweeney will receive not less than the same percentage increase, if any, in base salary, annual target bonus opportunity and/ or aggregate long-term incentive award target value that is granted by the Compensation Committee to other similarly situated executives.

Under the agreement, Mr. Sweeney continues to be eligible to participate in the Company’s standard employee benefits programs, subject to meeting the relevant eligibility requirements, payment of required premiums, and the terms of the plans. Mr. Sweeney will also be eligible for all perquisites made available to similarly situated executives. If, prior to December 31, 2017 (the “Scheduled Expiration Date”), Mr. Sweeney’s employment with the Company is terminated (i) by the Company without Cause, or (ii) by him for Good Reason (if Cause does not exist), then, subject to his execution of a separation agreement with the Company, the Company will provide him with the following benefits and rights:

(a)A cash severance payment in an amount equal to two times the sum of his annual base salary and annual target bonus, 60% of which shall be payable to him on the six-month anniversary of his termination date and 40% of which shall be payable to him on the twelve-month anniversary of his termination date;
(b)A prorated annual bonus for the year in which such termination occurred, payable at the same time as such bonuses are paid to similarly situated executives and based on his then current annual target bonus as well as Company and his business unit performance as determined by the Company in its sole discretion, but without adjustment for his individual performance, plus

any unpaid annual bonus for the year prior to the year in which such termination occurred without adjustment for his individual performance;

(c)Each of his outstanding long-term cash awards will immediately vest in full (whether or not subject to performance criteria) and shall be payable to him at the same time as such awards are paid to active employees of the Company and the payment amount of such award shall be to the same extent that other similarly situated executives receive payment as determined by the Compensation Committee (subject to satisfaction of any applicable performance criteria without adjustment for his individual performance), provided that any more favorable provisions of his existing award agreements will apply to the treatment of such awards following a “going private transaction” (as defined in the award agreements) and following a “change of control” (as defined in the award agreements), his outstanding awards shall be paid at such time as such awards are paid to active employees of the Company, if such time is earlier than they otherwise would have been paid to him;
(d)Each of his outstanding restricted stock and restricted stock unit awards granted to him under the plans of the Company shall continue to vest in accordance with their original vesting schedule and payments or deliveries with respect to his restricted stock and restricted stock units shall be made on the original vesting date (or, in the case of restricted stock units, on the original distribution date), and, in the case of restricted stock, the Company will withhold a portion of such awards in an amount sufficient to fund the minimum statutory tax withholding requirements (including, federal, state and local income and employment taxes) resulting from the recognition of income in respect of such outstanding restricted stock and make a payroll tax contribution in such amount on his behalf, provided that any more favorable provisions of his existing award agreements will apply to the treatment of such awards following a “going private transaction” (as defined in the award agreements) and provided, further, that following a “change of control” (as defined in the award agreements), his outstanding awards shall be paid at such time as such awards are paid to active employees of the Company, if such time is earlier than they otherwise would have been paid to him; and
(e)Each of his outstanding stock options and any stock appreciation rights under the plans of the Company shall continue to vest in accordance with their original vesting schedule and he will have the right to exercise each of those options and stock appreciation rights for the remainder of the term of such option or award.

If Mr. Sweeney ceases to be an employee of the Company as a result of death, or physical or mental disability, and at

     
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such time Cause does not exist, then, subject to execution of a separation agreement (other than in the case of death), he or his estate or beneficiary will be provided with the benefits and rights set forth in (b), (d) and (e) of the preceding paragraph and each of his outstanding long-term cash awards shall immediately vest in full, whether or not subject to performance criteria, and shall be payable on the 90th day after the termination of his employment, provided, that if any such award is subject to any performance criteria, then (i) if the measurement period for such performance criteria had not yet been fully completed, then the payment amount will be at the target amount for such award and (ii) if the measurement period for such performance criteria had already been fully completed, then the payment amount of such award will be to the same extent that other similarly situated executives receive payment as determined by the Compensation Committee (subject to the satisfaction of the applicable performance criteria).

Except as otherwise set forth above, upon the termination of Mr. Sweeney’s employment with the Company, the treatment of any outstanding long-term cash or equity awards will be determined in accordance with their terms and Mr. Sweeney will not be eligible for severance benefits under any other plan, program or policy of the Company.

The employment agreement contains certain covenants by Mr. Sweeney including a noncompetition agreement that restricts Mr. Sweeney’s ability to engage in competitive

activities until the first anniversary of the termination of his employment with the Company.

For purposes of Mr. Sweeney’s employment agreement, “Cause” means his (i) commission of an act of fraud, embezzlement, misappropriation, willful misconduct, gross negligence or breach of fiduciary duty against the Company or an affiliate thereof, or (ii) commission of any act or omission that results in a conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any crime involving moral turpitude or any felony. “Good Reason” means that (1) without his written consent, (A) his base salary or annual target bonus (as each may be increased from time to time in the Company’s sole discretion) is reduced, (B) his title (as in effect from time to time) is diminished, (C) he reports directly to someone other than the Chief Executive Officer of the Company, (D) the Company requires that his principal office be located outside of Nassau County or the Borough of Manhattan, (E) the Company materially breaches its obligations under the agreement; or (F) there is a material diminution of his responsibilities and authority as they are described above; (2) he has given the Company written notice that he does not consent to such action, (3) the Company has not corrected such action within 15 days of receiving such notice, and (4) he voluntarily terminates his employment with the Company within 90 days following the happening of the action described in subsection (1) above.



Kristin A. Dolan

On April 7, 2014, the Company entered into an amended and restated employment agreement with Kristin A. Dolan, which replaced her prior employment agreement. The agreement with Ms. Dolan provides for her employment as Chief Operating Officer, through December 31, 2017 at a minimum annual base salary of $1,500,000 (subject to annual review and potential increase in the discretion of the Compensation Committee) and an annual target bonus equal to at least 200% of her annual base salary in the discretion of the Compensation Committee. Ms. Dolan will also be entitled to participate in future long-term cash and equity programs and arrangements that are made available to similarly situated executives of the Company with an aggregate target value of not less than $3,000,000, as determined by the Compensation Committee in its discretion. The employment agreement anticipates that as part of each annual review by the Compensation Committee, Ms. Dolan will receive not less than the same percentage increase, if any, in base salary, annual target bonus opportunity and/or aggregate long-term incentive award target value that is granted by the Compensation Committee to other similarly situated executives.

Under the agreement, Ms. Dolan continues to be eligible to participate in the Company’s standard employee benefits programs, subject to meeting the relevant eligibility requirements, payment of required premiums, and the terms of the plans. Ms. Dolan will also be eligible for all

perquisites made available to similarly situated executives. If, prior to December 31, 2017 (the “Scheduled Expiration Date”), Ms. Dolan’s employment with the Company is terminated (i) by the Company without Cause, or (ii) by her for Good Reason (if Cause does not exist), then, subject to her execution of a separation agreement with the Company, the Company will provide her with the following benefits and rights:

(a)A cash severance payment in an amount equal to two times the sum of annual base salary and annual target bonus, 60% of which shall be payable to her on the six-month anniversary of her termination date and 40% of which shall be payable to her on the twelve-month anniversary of her termination date;

(b) A prorated annual bonus for the year in which such termination occurred, payable at the same time as such bonuses are paid to similarly situated executives and based on her then current annual target bonus as well as Company and her business unit performance as determined by the Company in its sole discretion, but without adjustment for her individual performance, plus any unpaid annual bonus for the year prior to the year in which such termination occurred without adjustment for her individual performance;

(c)Each of her outstanding long-term cash awards will immediately vest in full (whether or not subject to
     
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performance criteria) and shall be payable to her at the same time as such awards are paid to active employees of the Company and the payment amount of such award shall be to the same extent that other similarly situated executives receive payment as determined by the Compensation Committee (subject to satisfaction of any applicable performance criteria without adjustment for her individual performance), provided that any more favorable provisions of her existing award agreements will apply to the treatment of such awards following a “going private transaction” (as defined in the award agreements) and following a “change of control” (as defined in the award agreements), her outstanding awards shall be paid at such time as such awards are paid to active employees of the Company, if such time is earlier than they otherwise would have been paid to her;

(d)Each of her outstanding restricted stock and restricted stock unit awards granted to her under the plans of the Company shall continue to vest in accordance with their original vesting schedule and payments or deliveries with respect to her restricted stock and restricted stock units shall be made on the original vesting date (or, in the case of restricted stock units, on the original distribution date), and, in the case of restricted stock, the Company will withhold a portion of such awards in an amount sufficient to fund the minimum statutory tax withholding requirements (including, federal, state and local income and employment taxes) resulting from the recognition of income in respect of such outstanding restricted stock and make a payroll tax contribution in such amount on her behalf, provided that any more favorable provisions of her existing award agreements will apply to the treatment of such awards following a “going private transaction” (as defined in the award agreements) and provided, further, that following a “change of control” (as defined in the award agreements), her outstanding awards shall be paid at such time as such awards are paid to active employees of the Company, if such time is earlier than they otherwise would have been paid to her; and
(e)Each of her outstanding stock options and any stock appreciation rights under the plans of the Company shall continue to vest in accordance with their original vesting schedule and she will have the right to exercise each of those options and stock appreciation rights for the remainder of the term of such option or award.

If Ms. Dolan ceases to be an employee of the Company as a result of death, or physical or mental disability, and at such time Cause does not exist, then, subject to execution of a separation agreement (other than in the case of death), she or her estate or beneficiary will be provided with the benefits and rights set forth in (b), (d) and (e) of the preceding paragraph and each

of her outstanding long-term cash awards shall immediately vest in full, whether or not subject to performance criteria, and shall be payable on the 90th day after the termination of her employment, provided, that if any such award is subject to any performance criteria, then (i) if the measurement period for such performance criteria had not yet been fully completed, then the payment amount will be at the target amount for such award and (ii) if the measurement period for such performance criteria had already been fully completed, then the payment amount of such award will be to the same extent that other similarly situated executives receive payment as determined by the Compensation Committee (subject to the satisfaction of the applicable performance criteria).

Except as otherwise set forth above, upon the termination of Ms. Dolan’s employment with the Company, the treatment of any outstanding long-term cash or equity awards will be determined in accordance with their terms and Ms. Dolan will not be eligible for severance benefits under any other plan, program or policy of the Company.

The employment agreement contains certain covenants by Ms. Dolan including a noncompetition agreement that restricts Ms. Dolan’s ability to engage in competitive activities until the first anniversary of the termination of her employment with the Company.

For purposes of Ms. Dolan’s employment agreement, “Cause” means her (i) commission of an act of fraud, embezzlement, misappropriation, willful misconduct, gross negligence or breach of fiduciary duty against the Company or an affiliate thereof, or (ii) commission of any act or omission that results in a conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any crime involving moral turpitude or any felony. “Good Reason” means that (1) without her written consent, (A) her base salary or annual target bonus (as each may be increased from time to time in the Company’s sole discretion) is reduced, (B) her title (as in effect from time to time) is diminished, (C) she reports directly to someone other than the Chief Executive Officer of the Company, (D) the Company requires that her principal office be located outside of Nassau County or the Borough of Manhattan, (E) the Company materially breaches its obligations under the agreement; or (F) there is a material diminution of her responsibilities and authority as they are described above; (2) she has given the Company written notice that she does not consent to such action, (3) the Company has not corrected such action within 15 days of receiving such notice, and (4) she voluntarily terminates her employment with the Company within 90 days following the happening of the action described in subsection (1) above.

     
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TERMINATION AND SEVERANCE

As described in “Compensation Discussion and Analysis - Post-Termination Compensation”, payments may be made to employees upon the termination of their employment with the Company depending upon the circumstances of their termination, which include 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.

Generally, for the named executive officers, their employment agreements address some of these circumstances. For a description of termination provisions in the employment agreements, see “- Employment Agreements” above. In addition, the award agreements for the long-term incentives also address some of these circumstances. If an employment agreement provides for the treatment of any award upon the termination of employment, the terms of any applicable award agreements will not supersede the terms of the employment agreement unless otherwise provided in the employment agreement or the award agreement.

   
AWARD AGREEMENTS  

Under the applicable award agreements, vesting of restricted stock and stock options granted to employees, including the named executive officers, may be affected upon a “change of control” of the Company or a going private transaction (as defined in Rule 13e-3 of the Securities Exchange Act of 1934). A “change of control” is defined as the acquisition by any person or group, other than Charles F. Dolan or members of his immediate family (or trusts for the benefit of Charles F. Dolan or his immediate family) or any employee benefit plan sponsored or maintained by the Company, of (1) the power to direct the management of substantially all of the cable television systems then owned by the Company in the New York City metropolitan area, or (2) after any fiscal year of the Company in which the Company’s cable television systems in the New York City metropolitan area contributed in the aggregate less than a majority of the net revenues of the Company and its consolidated subsidiaries, the power to direct the management of the Company or substantially all of its assets. Upon a change in control, as defined, the restricted stock shall immediately vest and become payable and stock options shall immediately vest and become exercisable. Upon a going private transaction, the restricted stock and stock options may be converted into either a right to receive an amount of cash based upon the highest price per share of the Company’s Class A common stock paid in the going private transaction, or, as long as the surviving entity is a public company, into a corresponding award with equivalent profit potential in the surviving entity, at the election of the Compensation Committee. Following a going private transaction, the award of restricted stock and stock options will become payable on the earlier to occur of (1) the date on which the award was originally scheduled to vest, or (2) the date on which the recipient’s employment with the Company or the surviving entity is terminated (A) by the Company or the surviving entity other than for cause, or (B) by the recipient for good reason, if such termination occurs within three years after the going private transaction, or by the recipient for any reason if such termination occurs at least six months, but not more than nine months, after completion of the going private

transaction. In addition, the amount payable under the award agreement will include interest from the date of the going private transaction.

Under the applicable award agreements, vesting of restricted stock and stock options granted to employees, including the named executive officers, may be accelerated in certain other circumstances. Under stock option award agreements, upon termination for cause, the entire award is forfeited. Upon termination by the Company without cause, termination by the employee, death, disability or retirement, the unvested portion of the award is forfeited; provided, however, that only with respect to stock options granted in 2006 and 2009, upon death, the entire award is immediately vested. Depending on the type of termination and specific option grant, the time to exercise the vested portion varies from 90 days to three years. With respect to stock options granted in March 2009, depending on the type of termination, the time to exercise the vested option varies from 90 days to the remainder of the term. In no event is this period later than the expiration date, except in the case of death, in which case the time to exercise may be extended for one year after the expiration date. Under restricted stock award agreements, upon any termination for any reason prior to the third anniversary of the grant date other than death or change of control or going private transaction, the entire award is forfeited; upon death, the entire award is immediately vested.

Under the applicable award agreements for performance awards, upon termination for cause, the entire award is forfeited. Upon a change in control, the target performance award vests and is immediately payable (subject to applicable taxes), regardless of the performance objectives. Upon any termination for any reason prior to the payment date other than death, the entire performance award is forfeited. Upon death before the end of the performance period, a pro rata portion of the performance award will vest and be immediately payable; upon death after the end of the performance period but prior to the payment date, the entire performance award will be payable upon the

     
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payment date. In the event of a going private transaction, the target performance award will be payable regardless of the performance objectives on the earliest to occur of (1) the date on which the award was originally scheduled to vest, (2) the recipient’s death, or (3) the date on which the recipient’s employment with the Company, the surviving entity or one

of their subsidiaries is terminated (A) by the Company, the surviving entity or one of their subsidiaries other than for cause, or (B) by the recipient for good reason, provided that the recipient remains in the continuous employ of the Company through that date.

   
QUANTIFICATION OF TERMINATION AND SEVERANCE

The following tables set forth a quantification of estimated severance and other benefits payable to the named executive officers under various circumstances regarding the termination of their employment. In calculating these severance estimates and amounts and other payments, we have taken into consideration or otherwise assumed the following:

Termination of employment occurred after the close of business on December 31, 2014.
We have valued equity awards using the closing market price of Class A common stock on the New York Stock Exchange on December 31, 2014, of $20.64.
We have valued stock options at their intrinsic value, equal to the difference between $20.64 and the per share exercise price, multiplied by the number of shares underlying the stock options.
Where applicable, we have included in the calculation of the value of equity awards the payment of any quarterly dividends declared through December 31, 2014.
In the event of termination of employment, the payment of certain long-term incentive awards and other amounts may be delayed, depending upon the terms of each specific award agreement, the provisions of the applicable named executive officer’s employment agreement and the applicability of Section 409A. In quantifying aggregate termination payments, we have not taken into account the timing of the payments and we have not discounted the value of payments that would be made over time, except where otherwise disclosed.
We have assumed that all performance metrics for performance-based awards are achieved (but not exceeded).
   
BENEFITS PAYABLE AS A RESULT OF VOLUNTARY TERMINATION OF EMPLOYMENT BY EMPLOYEE

In the event of voluntary termination by a named executive officer, none of the named executive officers would have been entitled to any payments at December 31, 2014 other than any

payments or awards that were vested at December 31, 2014 or any pension or other vested retirement benefits.

   
BENEFITS PAYABLE AS A RESULT OF TERMINATION OF EMPLOYMENT DUE TO RETIREMENT

In the event of termination due to retirement, none of the named executive officers would have been entitled to any payments at December 31, 2014 other than any payments or

awards that were vested at December 31, 2014 or any pension or other vested retirement benefits.

   
BENEFITS PAYABLE AS A RESULT OF TERMINATION OF EMPLOYMENT BY THE COMPANY FOR CAUSE

In the event of termination by the Company for Cause, none of the named executive officers would have been entitled to any payments at December 31, 2014 other than any payments or

awards that were vested at December 31, 2014 or any pension or other vested retirement benefits.

     
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BENEFITS PAYABLE AS A RESULT OF TERMINATION OF EMPLOYMENT BY THE COMPANY WITHOUT CAUSE*

 

                                 
Elements   Charles F. Dolan   James L. Dolan   Gregg G. Seibert   Brian G. Sweeney   Kristin A. Dolan  
Severance       $ 12,000,000 (1) $ 11,250,000 (1) $ 9,000,000 (1) $ 9,000,000 (1)
Most recent bonus       $ 5,607,693   $ 5,257,211   $ 3,665,769   $ 3,790,385  
Unvested restricted stock       $ 5,532,378 (2) $ 12,069,180 (3) $ 2,993,529 (4) $ 3,196,368 (5)
Unvested stock options       $ 19,320,000 (6)            
Unvested performance options                      
Performance awards       $ 10,441,100 (7) $ 9,307,500 (7) $ 2,317,520 (7) $ 2,496,125 (7)
2009 Retention award                      
Deferred compensation award                      
Consulting arrangements                      
Additional retirement benefit                      
Health insurance benefits                      
Executive life insurance premiums                      
*The amounts in this table do not include any payments or awards which were vested at December 31, 2014 or any pension or other vested retirement benefits.
1.Represents severance equal to two times the sum of salary and target bonus.
2.Represents full vesting of the 2012 grant of 248,200 shares of restricted stock, with a value of $5,532,378.
3.Represents full vesting of the 2012, 2013 and 2014 grants of 167,700, 203,700, and 181,600 shares of restricted stock, respectively, with a value of $3,763,188, $4,448,808 and $3,857,184, respectively.
4.Represents full vesting of the 2012, 2013, and 2014 grants of 16,100, 34,000 and 89,500 shares of restricted stock, respectively, with a value of $358,869, $742,560 and $1,892,100, respectively.
5.Represents full vesting of the 2012, 2013, and 2014 grants of 25,200, 34,000, and 89,500 shares of restricted stock, respectively, with a value of $561,708, $742,560 and $1,892,100, respectively.
6.Represents full vesting of the unvested portion of the 2013 and 2014 grants of 2,000,000 and 2,000,000 stock options, respectively, with a value of $13,320,000 and $6,000,000, respectively.
7.Represents full vesting of the 2012, 2013 and 2014 performance awards.
     
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BENEFITS PAYABLE AS A RESULT OF TERMINATION OF EMPLOYMENT BY EMPLOYEE FOR GOOD REASON*
                                 
Elements   Charles F. Dolan   James L. Dolan   Gregg G. Seibert   Brian G. Sweeney   Kristin A. Dolan  
Severance   $ 12,000,000 (1) $ 11,250,000 (1) $ 9,000,000 (1) $ 9,000,000(1 )
Most recent bonus       $ 5,607,693   $ 5,257,211   $ 3,665,769   $ 3,790,385  
Unvested restricted stock       $ 5,532,378 (2) $ 12,069,180 (3) $ 2,993,529 (4) $ 3,196,368 (5)
Unvested stock options       $ 19,320,000 (6)            
Unvested performance options                      
Performance awards       $ 10,441,100 (7) $ 9,307,500 (7) $ 2,317,520 (7) $ 2,496,125 (7)
2009 Retention award                      
Deferred compensation award                      
Consulting arrangements                      
Additional retirement benefit                      
Health insurance benefits                      
Executive life insurance premiums                      
*The amounts in this table do not include any payments or awards which were vested at December 31, 2014 or any pension or other vested retirement benefits.
1Represents severance equal to two times the sum of salary and target bonus.
2Represents full vesting of the 2012 grant of 248,200 shares of restricted stock with a value of $5,532,378.
3.Represents full vesting of the 2012, 2013 and 2014 grants of 167,700, 203,700, and 181,600 shares of restricted stock, respectively, with a value of $3,763,188, $4,448,808 and $3,857,184, respectively.
4.Represents full vesting of the 2012, 2013 and 2014 grants of 16,100, 34,000 and 89,500 shares of restricted stock, respectively, with a value of $358,869, $742,560 and $1,892,100, respectively.

5.   Represents full vesting of the 2012, 2013 and 2014 grants of 25,200, 34,000 and 89,500 shares of restricted stock, respectively, with a value of $561,708, $742,560 and $1,892,100, respectively.

6.Represents full vesting of the unvested portion of the 2013 and 2014 grants of 2,000,000 and 2,000,000 stock options, respectively, with a value of $13,320,000 and $6,000,000, respectively.
  
7.Represents full vesting of the 2012, 2013 and 2014 performance awards.
     
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BENEFITS PAYABLE AS A RESULT OF TERMINATION OF EMPLOYMENT DUE TO DEATH*
                                 
Elements   Charles F. Dolan   James L. Dolan   Gregg G. Seibert   Brian G. Sweeney   Kristin A. Dolan  
Severance                      
Salary   $ 1,664,000 (1)                  
Most recent bonus       $ 5,607,693   $ 5,257,211   $ 3,665,769   $ 3,790,385  
Unvested restricted stock   $ 15,883,227 (2) $ 5,532,378 (3)   $ 12,069,180 (4)   $ 2,993,529 (5)   $ 3,196,368 (6)
Unvested stock options       $ 19,320,000 (7)            
Unvested performance options                      
Performance awards   $ 8,653,175 (8) $ 10,441,100 (9) $ 9,307,500 (9) $ 2,317,520 (9) $ 2,496,125 (9)
2009 Retention award         —      —      —      —   
Performance retention award                      
Deferred compensation award                      
Consulting arrangements                      
Additional retirement benefit                      
Health insurance benefits                                
Executive life insurance premiums                                
*The amounts in this table do not include any payments or awards which were vested at December 31, 2013 or any pension or other vested retirement benefits.
1.Represents one year of base salary.
2.Represents full vesting of the 2012, 2013 and 2014 grants of 249,900, 252,900, and 225,500 shares of restricted stock, respectively, with a value of $5,570,271, $5,523,336 and $4,789,620, respectively.
3.Represents full vesting of the 2012 grant of 248,200 shares of restricted stock with a value of $5,532,378.
4.Represents full vesting of the 2012, 2013 and 2014 grants of 167,700, 203,700, and 181,600 shares of restricted stock, respectively, with a value of $3,763,188, $4,448,808 and $3,857,184, respectively.
5.Represents full vesting of the 2012, 2013 and 2014 grants of 16,100, 34,000 and 89,500 shares of restricted stock, respectively, with a value of $358,869, $742,560 and $1,892,100, respectively.
6.Represents full vesting of the 2012, 2013 and 2014 grants of 25,200, 34,000 and 89,500 shares of restricted stock, respectively, with a value of $561,708, $742,560 and $1,892,100, respectively.
7.