DEF 14A 1 d21456ddef14a.htm DEF 14A DEF 14A
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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.    )

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

  Preliminary Proxy Statement
  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
  Definitive Proxy Statement
  Definitive Additional Materials
  Soliciting Material under §240.14a-12

 

 

LOGO

MADISON SQUARE GARDEN SPORTS CORP.

(Name of Registrant as Specified in Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

  No fee required.
  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
  (1)  

Title of each class of securities to which transaction applies:

 

     

  (2)  

Aggregate number of securities to which transaction applies:

 

     

  (3)  

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

     

  (4)  

Proposed maximum aggregate value of transaction:

 

     

  (5)  

Total fee paid:

 

     

  Fee paid previously with preliminary materials.
  Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
  (1)  

Amount Previously Paid:

 

     

  (2)  

Form, Schedule or Registration Statement No.:

 

     

  (3)  

Filing Party:

 

     

  (4)  

Date Filed:

 

     


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LOGO

JAMES L. DOLAN

Executive Chairman

Notice of Annual Meeting and

Proxy Statement

Dear Stockholder:

You are cordially invited to attend our annual meeting of stockholders, which will be conducted via live audio webcast on Friday, December 18, 2020 at 10:00 a.m. Eastern Time. You can attend the annual meeting via the internet by visiting www.virtualshareholdermeeting.com/MSGS2020. There is no in-person annual meeting this year for you to attend

Information on how to vote, attend and ask questions during the annual meeting is described in the enclosed materials. Your vote is important to us.

Sincerely yours,

 

 

LOGO

James L. Dolan

Executive Chairman

October 27, 2020

MADISON SQUARE GARDEN SPORTS CORP., TWO PENNSYLVANIA PLAZA, NEW YORK, NY 10121


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PROXY STATEMENT

NOTICE OF 2020 ANNUAL MEETING OF STOCKHOLDERS

 

 

To the Stockholders of

Madison Square Garden Sports Corp.

The Annual Meeting of Stockholders of Madison Square Garden Sports Corp. will be held on Friday, December 18, 2020, at 10:00 a.m. Eastern Time. You can attend the annual meeting via the internet, vote your shares electronically and submit your questions during the annual meeting, by visiting www.virtualshareholdermeeting.com/MSGS2020 (there is no physical location for the annual meeting). You will need to have your 16-digit control number included on your Notice of Internet Availability of Proxy Materials or your proxy card (if you received a printed copy of the proxy materials) to join the annual meeting. We encourage you to allow ample time for online check-in, which will begin at 9:45 a.m. Eastern Time. For further information on how to participate in the meeting please see General Information, “How do I attend, vote during and ask questions during the 2020 annual meeting?”

The annual meeting will be held to consider and vote upon the following proposals:

 

  1.

Election of directors.

 

  2.

Ratification of the appointment of our independent registered public accounting firm.

 

  3.

Conduct such other business as may be properly brought before the meeting.

Only stockholders of record on October 20, 2020 may vote during the meeting.

Your vote is important to us. Even if you plan on participating in the annual meeting virtually, we recommend that you vote as soon as possible by telephone, by Internet or by signing, dating and returning the proxy card in the postage-paid envelope provided.

 

By order of the Board of Directors,

 

LOGO

 

Mark C. Cresitello

Senior Vice President, Associate General Counsel & Secretary

New York, New York

October 27, 2020

MADISON SQUARE GARDEN SPORTS CORP., TWO PENNSYLVANIA PLAZA, NEW YORK, NY 10121


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TABLE OF CONTENTS

 

Proxy Statement Summary

     1  

Voting Items and Board Recommendations

     1  

Company Overview

     1  

Corporate Governance and Board Practices

     2  

Approach to Fostering Diversity and Inclusion

     2  

Director Nominees

     3  

Executive Compensation Program

     4  

General Information

     6  

Company Overview

     6  

Proxy Statement Materials

     6  

Questions and Answers You May Have About Our Annual Meeting and Voting

     7  

Board and Governance Practices

     12  

Overview

     12  

Corporate Governance Practices

     12  

Stockholder Engagement

     12  

Board Leadership Structure

     13  

Board Self-Assessment

     13  

Executive Sessions of Non-Management and Independent Board Members

     13  

Risk Oversight

     13  

Communicating with Our Directors

     14  

Code of Conduct and Ethics

     14  

Director Independence

     14  

Director Nominations

     16  

Director Selection

     16  

Board Meetings

     17  

Committees

     17  

Director Compensation

     21  

Proposal 1 — Election of Directors

     24  

Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm

     36  

Audit Committee Matters

     37  

Report of Audit Committee

     38  

Letter from the Compensation Committee

     39  

Compensation Discussion & Analysis

     40  

Compensation Disclosure Considerations Related to the Separation of the Company and MSG Entertainment

     40  

Executive Summary

     40  

Compensation Program Practices and Policies

     46  

Elements of Our Compensation Program

     49  

Benefits

     60  

Perquisites

     61  

Post-Termination Compensation

     63  

Tax Deductibility of Compensation

     63  

Other Awards — MSGE Distribution

     63  

Report of Compensation Committee

     66  

 

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Executive Compensation Tables

     67  

Summary Compensation Table

     67  

Grants of Plan-Based Awards

     71  

Outstanding Equity Awards at June 30, 2020

     73  

Stock Vested

     77  

Pension Benefits

     77  

Nonqualified Deferred Compensation

     80  

Employment Agreements

     81  

Termination and Severance

     90  

Equity Compensation Plan Information

     101  

CEO Pay Ratio

     102  

Our Executive Officers

     103  

Transactions with Related Parties

     104  

Relationship Between Us, MSG Entertainment, MSG Networks and AMC Networks

     104  

Aircraft Arrangements

     112  

Dolan Family Arrangements

     115  

Other

     115  

Certain Relationships and Potential Conflicts of Interest

     116  

Related Party Transaction Approval Policy

     117  

Delinquent Section 16(a) Reports

     118  

Stock Ownership Table

     119  

Other Matters

     131  

Stockholder Proposals for 2021 Annual Meeting

     131  

Advance Notice of Proxy Holders and Qualified Representatives

     132  

2020 Form 10-K

     132  

 

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LOGO

PROXY STATEMENT SUMMARY

 

This summary highlights selected information in the proxy statement. Please review the entire proxy statement and our Annual

Report on Form 10-K for the fiscal year ended June 30, 2020 before voting.

 

 

VOTING ITEMS AND BOARD RECOMMENDATIONS

 

 

Proposals   Board
  Recommendation   

Proposal 1

 

Election of directors

 

FOR

 

Proposal 2

 

 

Ratification of the appointment of our independent registered public accounting firm

 

 

FOR

COMPANY OVERVIEW

 

 

Madison Square Garden Sports Corp. (the “Company”) owns and operates a portfolio of assets featuring some of the most recognized teams in all of sports, including the New York Knickerbockers (the “Knicks”) of the National Basketball Association (the “NBA”) and the New York Rangers (the “Rangers”) of the National Hockey League (the “NHL”). Both the Knicks and the Rangers play their home games in Madison Square Garden Arena (“The Garden”), also known as The World’s Most Famous Arena. The Company’s other professional franchises include two development league teams — the

Hartford Wolf Pack of the American Hockey League (the “AHL”) and the Westchester Knicks of the NBA G League (the “NBAGL”). In addition, the Company owns Knicks Gaming, an esports franchise that competes in the NBA 2K League, as well as a controlling interest in Counter Logic Gaming (“CLG”), a North American esports organization. The Company also operates two professional sports team performance centers — the Madison Square Garden Training Center in Greenburgh, NY and the CLG Performance Center in Los Angeles, CA.

 

 

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CORPORATE GOVERNANCE AND BOARD PRACTICES

 

 

The Board of Directors of the Company (the “Board”) has adopted Corporate Governance Guidelines (the “Governance Guidelines”) and other practices to promote the functioning of the

Board and its committees to serve the best interests of all our stockholders. Several of our practices are highlighted below.

 

 

   
  

Annual election of directors, with all directors elected to one-year terms

 

   
  

Board composition to include a broad range of skills, experience, industry knowledge, diversity of opinion and contacts relevant to the Company’s business that serves the interests of the holders of both our Class A Common Stock and Class B Common Stock

 

   
  

Board self-assessments conducted at least annually to assess the mix of skills and experience that directors bring to the Board to facilitate an effective oversight function

 

   
  

Robust director nomination criteria to ensure a diversity of viewpoints, background and expertise in the boardroom

 

   
  

Regular executive sessions of independent directors

 

   
  

Independent Board committees, with each of the Audit Committee and the Compensation Committee comprised 100% of independent directors

 

   
  

Restricted stock units subject to holding requirement through end of service on the Board

 

APPROACH TO FOSTERING DIVERSITY AND INCLUSION

 

 

We believe the diverse perspectives and experiences of our employees enhance the value of the Company and produce a more vibrant, constructive and engaging place to work, and we are committed to fostering an inclusive company culture.

To advance these efforts, the Company established a Diversity and Inclusion Council (the “D&I Council”) in 2019.

Several initiatives over the past year have furthered these objectives under the D&I Council’s guidance, including:

 

  Facilitation of a series of employee focus groups as well as ongoing listening sessions allowing employees to candidly address topics core to diversity and inclusivity;

 

  The rollout of a career development tool, and a learning system with comprehensive resources and training, including training on
   

unconscious bias, for employees and hiring managers;

 

  Focus on hiring of diverse employees including increasing the hiring of diverse entry level employees through external partnership programs;

 

  Ongoing partnerships with local and national organizations dedicated to supporting diverse communities; and

 

  Partnership with the D&I efforts of the Knicks and Rangers in order to foster broader awareness-building by facilitating community-focused panels, discussions and cultural events.

Following the MSGE Distribution (as defined below), the D&I Council is now a joint council comprised of employees from across the Company and MSG Entertainment (as defined below) who have demonstrated a high level of

 

 

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passion and commitment to diversity and inclusion. The D&I Council is an initiative with contributions spanning across both the Company and MSG Entertainment, providing strategic guidance to senior management of each company on diversity and inclusion initiatives, serving as a

resource to all employees, and working to promote environments that foster inclusivity and employee engagement and enhance communication between companies, departments and employees.

 

 

DIRECTOR NOMINEES

 

 

The Board has nominated seventeen director candidates. Of the seventeen nominees, five are Class A nominees and twelve are Class B nominees. Assuming all of the director nominees are elected at the 2020 annual meeting, our Class A director representation will be approximately 29% of the Board, above the 25% required by our Amended and Restated Certificate of Incorporation, as amended (“Certificate of Incorporation”).

All director candidates have been nominated for a one-year term to expire at the 2021 annual meeting of the Company’s stockholders and once their successors have been elected and qualified.

Our Class A nominees are elected by holders of our Class A Common Stock:

 

  All Class A nominees are independent and collectively have significant business leadership experience, finance and accounting experience, government service experience, management experience, investment
 

experience, operational and strategic planning experience, and extensive knowledge of the sports and sports media industries.

Our Class B nominees are elected by holders of our Class B Common Stock:

 

  Class B nominees collectively have significant industry and business leadership experience, finance and accounting experience, operational and strategic planning experience, and unmatched institutional knowledge of the Company.

Our Board believes that the Company and its stockholders benefit from the combination of Class A and Class B nominees’ diverse perspectives, institutional knowledge, and their collective deep business and investment experience.

Detailed information about each nominee’s background, skills and qualifications can be found under “Proposal 1 — Election of Directors.”

 

 

   

Class A Director

Nominees

  

Class B Director

Nominees

Joseph M. Cohen    James L. Dolan    Paul J. Dolan   

Brian G. Sweeney

Richard D. Parsons    Charles F. Dolan    Ryan T. Dolan   

Vincent Tese

Nelson Peltz    Charles P. Dolan    Thomas C. Dolan     
Ivan Seidenberg    Kristin A. Dolan    Stephen C. Mills     

Anthony J. Vinciquerra

 

   Marianne Dolan Weber    Alan D. Schwartz     

 

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EXECUTIVE COMPENSATION PROGRAM

 

 

The Company is a sports business comprised of dynamic and powerful assets and brands. We operate in specialized industries and our NEOs (as defined herein) have substantial and meaningful professional experience in these industries. Given the unique nature of our

business, the Company places great importance on its ability to attract, retain, motivate and reward experienced NEOs who can continue to drive our business objectives and achieve strong financial, operational and stock price performance.

 

 

 
  Executive Compensation Principles:
   
  ✓   

Significant portion of compensation opportunities should be at risk

 

   
  ✓   

Long-term performance incentives should generally outweigh short-term performance incentives

 

   
  ✓   

Executive officers should be aligned with stockholders through equity compensation

 

   
  ✓   

Compensation structure should enable the Company to attract, retain, motivate and reward the best talent

 

 

Elements of Compensation & Performance Objectives

The Company compensates its NEOs through base salary, annual incentive awards, long-term incentive awards, perquisites and benefit programs. Our annual and long-term incentive programs provide performance-based incentives for our NEOs tied to key financial and strategic measures that drive long-term stockholder value

and reward sustained achievement of the Company’s key financial goals. The Company considers total Company net revenue (“Total Company Net Revenue”) and adjusted operating income (“AOI”) to be the key financial measures of the Company’s operating performance. As such, our Compensation Committee has reflected these performance measures in our incentive plans, along with other specific strategic and operating measures.

 

 

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The table below summarizes the elements of our compensation program as in effect for fiscal year 2020, and how each element is linked to Company performance. For more information on

our executive compensation program and policies, including changes to the compensation program for the 2021 fiscal year, please see “Compensation Discussion & Analysis.”

 

 

     

 

Component

 

 

 

Performance Link

 

 

 

Description

 

Base

Salary

  Cash  

•  Fixed level of compensation determined primarily based on the role, job performance and experience

 

•  Intended to compensate NEOs for day-to-day services performed

Annual Incentive   Cash  

Financial (50%)

 

  Total Company Net Revenue (40%)  

 

•  Performance-based cash incentive opportunity

 

•  Designed to be based on the achievement of pre-determined financial and strategic performance measures approved by the Compensation Committee

  Company AOI (60%)
 

 

Strategic (50%)

 

Strategic Objectives

Long-

Term Incentive

  Performance Stock Units (50%)  

Total Company Net Revenue (50%)(1)

 

 

•  Financial performance targets are pre-determined by the Compensation Committee and reflect our long-term financial goals

 

•  Cliff-vest after three years to the extent that financial performance targets measured in the last year of the three-year period are achieved

 

Company AOI (50%)(1)

 

  Restricted Stock Units (50%)  

 

Stock Price Performance

 

 

 

 

•  Share-based award establishes direct alignment with our stock price performance and stockholder interests

 

•  Vest ratably over three years

 

(1)

In September 2020, as a result of the MSGE Distribution, the Compensation Committee amended one of the performance metrics of the 2020 Performance Stock Units (as defined below) to Company AOI instead of Business Unit AOI. The other financial metric remains Total Company Net Revenue. The Total Company Net Revenue and Company AOI financial metrics also apply to the performance stock units granted in the 2021 fiscal year. See “Compensation Discussion & Analysis — Elements of our Compensation Program — Long-term Incentives — Performance Stock Units — Target Setting” for more information.

 

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PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 18, 2020

 

 

GENERAL INFORMATION

COMPANY OVERVIEW

 

 

Madison Square Garden Sports Corp., incorporated on March 4, 2015, is a Delaware corporation with executive offices at Two Pennsylvania Plaza, New York, NY 10121. In this proxy statement, the words “Company,” “we,” “us,” “our,” “MSG Sports” and “MSGS” refer to Madison Square Garden Sports Corp., a holding company, and its direct and indirect subsidiaries through which substantially all of our operations are conducted. Our Class A Common Stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “MSGS.” As a result, we are subject to certain of the NYSE corporate governance listing standards.

The Company was incorporated as MSG Spinco, Inc., an indirect, wholly-owned subsidiary of MSG Networks Inc. (“MSG Networks”). We changed our name to The Madison Square Garden Company on September 30, 2015 (the “MSGS Distribution Date”) in connection with the distribution of all of the Company’s outstanding common stock to the stockholders of MSG Networks (the “MSGS Distribution”). Pursuant to

the MSGS Distribution, the Company acquired the entertainment and sports businesses previously owned and operated by MSG Networks through its MSG Entertainment and MSG Sports business segments, including the arenas and other venues previously owned, leased or operated by MSG Networks as well as MSG Networks’ interests in various joint ventures.

On April 17, 2020 (the “MSGE Distribution Date”), the Company distributed all of the outstanding common stock of MSG Entertainment Spinco, Inc. (now known as Madison Square Garden Entertainment Corp. and referred to herein as “MSG Entertainment”) to our stockholders (the “MSGE Distribution”). Pursuant to the MSGE Distribution, MSG Entertainment acquired the entertainment business previously owned and operated by the Company through its Entertainment segment as well as the sports bookings business which was part of the Sports segment. In connection with the MSGE Distribution, the Company changed its name to Madison Square Garden Sports Corp.

 

 

PROXY STATEMENT MATERIALS

 

 

These proxy materials are provided in connection with the solicitation of proxies by our Board for the Annual Meeting of Stockholders, which will be conducted via live audio webcast on Friday, December 18, 2020, at 10:00 a.m. Eastern Time. You can attend the annual meeting via the internet by visiting www.virtualshareholdermeeting.com/MSGS2020.

This proxy statement is first being sent to stockholders on or about October 27, 2020. Unless otherwise indicated, references to “2020,” the “2020 fiscal year” and the “year ended June 30, 2020” refer to the Company’s fiscal year ended on June 30, 2020.

 

 

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QUESTIONS AND ANSWERS YOU MAY HAVE ABOUT OUR ANNUAL MEETING AND VOTING

 

 

When and where is the annual meeting being held?

The annual meeting will be held on Friday, December 18, 2020 at 10:00 a.m. Eastern Time. Our 2020 annual meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by webcast. For more information on how to attend the virtual meeting, please see the question titled “How do I attend, vote during and ask questions during the 2020 annual meeting?” below.

Who may vote during the annual meeting?

Holders of our Class A common stock, par value $0.01 per share (“Class A Common Stock”), and holders of our Class B common stock, par value $0.01 per share (“Class B Common Stock,” together with Class A Common Stock, collectively, “Company Stock”), as recorded in our stock register at the close of business on October 20, 2020, may vote during the meeting. On October 20, 2020, there were 19,582,001 shares of Class A Common Stock and 4,529,517 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 five candidates to the Board. 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. As a result of their ownership of all of the shares of Class B Common Stock, members of the Charles F. Dolan family and certain related family entities have the power to elect all of the directors to be elected by the holders of our Class B Common Stock, and to approve Proposal 2, regardless of how other shares are voted.

Why did I receive a Notice of Annual Meeting and Internet Availability of Proxy Materials instead of a full set of proxy materials?

Pursuant to rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), the Company has elected to provide access to its

proxy materials by Internet. Accordingly, the Company has sent a Notice of Annual Meeting and Internet Availability of Proxy Materials to our stockholders. All stockholders have the ability to access the proxy materials on the website referred to in the Notice of Annual Meeting and Internet Availability of Proxy Materials or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials by Internet or to request a printed copy may be found in the Notice of Annual Meeting and Internet Availability of Proxy Materials. In addition, our stockholders may request to receive proxy materials in printed form by mail or electronically. If you previously chose to receive proxy materials electronically, you will continue to receive access to these materials via email unless you otherwise elect. The Company encourages our stockholders who have not already done so to take advantage of the availability of the proxy materials on the Internet to help reduce the cost and the environmental impact of the annual meeting.

What is the difference between a stockholder of record and a beneficial owner of shares held in street name?

Stockholder of Record. If your shares are registered directly in your name with the Company’s transfer agent, EQ Shareowner Services, you are considered a stockholder of record with respect to those shares, and the Notice of Annual Meeting and Internet Availability of Proxy Materials was sent directly to you by the Company. If you request printed copies of the proxy materials by mail, you will also receive a proxy card.

Beneficial Owner of Shares Held in Street Name. If your shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization, then you are a beneficial owner of shares held in “street name,” and the Notice of Annual Meeting and Internet Availability of Proxy Materials was forwarded to

 

 

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you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the annual meeting. As a beneficial owner, you have the right to instruct that organization how to vote the shares held in your account. If you requested printed copies of the proxy materials by mail, you will receive a voting instruction form from that organization.

What votes need to be present to hold the annual meeting?

In order to carry on the business of the annual meeting, we need a majority of the votes represented by the outstanding shares eligible to vote on October 20, 2020 to be present, either by participating in the virtual meeting or by proxy. This is known as a “quorum.” 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 such action. Abstentions and broker non-votes (described below) are considered present for purposes of determining a quorum.

How do I vote?

You may vote in advance of the annual meeting by telephone, Internet or mail by following the instructions provided on the Notice of Annual Meeting and Internet Availability of Proxy Materials. If you choose to vote by mail, please sign, date and return the proxy card in the postage-paid envelope provided. You may also vote during the virtual meeting. For more information on how to vote during the meeting, please see the question titled “How do I attend, vote during and ask questions during the 2020 annual meeting?” below. Even if you plan to participate in the virtual meeting, the Board strongly recommends that you submit a proxy to vote your shares in advance so that your vote will be counted if you later decide not to participate in the annual meeting.

Can my broker vote my shares without instructions from me?

If you are a beneficial owner whose shares are held of record by a brokerage firm, bank, broker-dealer or other similar organization, you must instruct them how to vote your shares. Please use the voting instruction form provided to you by your brokerage firm, bank, broker-dealer or other similar organization to direct them how to vote your shares. If you do not provide voting instructions, your shares will not be voted on the election of directors or any other proposal on which the brokerage firm, bank, broker-dealer or other similar organization does not have discretionary authority to vote. This is called a “broker non-vote.” In these cases, the brokerage firm, bank, broker-dealer or other similar organization can register your shares as being present at the annual meeting for purposes of determining the presence of a quorum but will not be able to vote on those matters for which specific authorization is required under applicable rules.

If you are a beneficial owner whose shares are held of record by a brokerage firm, bank, broker-dealer or other similar organization, your brokerage firm, bank, broker-dealer or other similar organization has discretionary voting authority under applicable rules to vote your shares on the ratification of the appointment of the Company’s independent registered public accounting firm (Proposal 2), even if the brokerage firm, bank, broker-dealer or other similar organization does not receive voting instructions from you. However, your brokerage firm, bank, broker-dealer or other similar organization does not have discretionary authority to vote on the election of directors (Proposal 1) without instructions from you, in which case a broker non-vote will occur and your shares will not be voted on these matters.

 

 

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What is the voting requirement to approve each of the proposals?

Election of directors by the holders of our Class A Common Stock requires the affirmative vote of the plurality of votes cast by holders of our Class A Common Stock. Election of directors by the holders of our Class B Common Stock requires the affirmative vote of the plurality of votes cast by holders of our Class B Common Stock. Approval of the appointment of the Company’s independent registered public accounting firm (Proposal 2) requires the favorable vote of a majority of the votes cast by the holders of our Class A Common Stock and the holders of our Class B Common Stock, voting together as a single class. Abstentions and broker non-votes will not affect the outcome of the proposals because abstentions and broker non-votes are not considered votes cast. As a result of their ownership of all of the shares of our Class B Common Stock, members of the Charles F. Dolan family and certain related family entities have the power to elect all of the directors to be elected by the holders of our Class B Common Stock and to approve the ratification of the appointment of the Company’s independent registered public accounting firm (Proposal 2), regardless of how other shares are voted.

Can I change my vote after I have voted?

Yes. If you are a stockholder of record, you may revoke your proxy and change your vote at any time before the final vote during the annual meeting. You may change your vote prior to the annual meeting by:

 

  re-voting your shares by Internet or by telephone by following the instructions on the Notice of Annual Meeting and Internet Availability of Proxy Materials or proxy card (only your latest Internet or telephone proxy submitted prior to the annual meeting will be counted);

 

  signing and returning a valid proxy card or voting instruction form with a later date;
  delivering a written notice of revocation to the Company’s Secretary at Two Pennsylvania Plaza, New York, NY 10121; or

 

  attending the annual meeting and voting via the internet (but your participation in the virtual annual meeting will not automatically revoke your proxy unless you validly vote again during the annual meeting).

If your shares are held of record by a brokerage firm, bank, broker-dealer or other similar organization, you should follow the instructions they provide in order to change your vote.

How will my shares be voted during the annual meeting if I submit a proxy card?

The proxy materials, including the proxy card, are being solicited on behalf of the Board. The Company representatives appointed by the Board (the persons named on the proxy card, or, if applicable, their substitutes) will vote your shares as you instruct. If you sign your proxy card and return it without indicating how you would like to vote your shares, your shares will be voted as the Board recommends, which is:

 

  FOR the election of each of the Director nominees named in this proxy statement to be elected by holders of the relevant class of Company Stock (Proposal 1); and

 

  FOR the ratification of the appointment of our independent registered public accounting firm (Proposal 2).

Who participates in and pays for this solicitation?

The Company will bear the expense of preparing, printing and mailing this proxy statement and the accompanying materials. Solicitation of individual stockholders may be made by mail, personal interviews, telephone, facsimile, electronic delivery or other telecommunications by our executive officers and regular employees who will receive no additional compensation for such activities.

 

 

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We have retained D.F. King & Co., Inc. to assist with the solicitation of proxies for a fee estimated not to exceed $20,000, plus reimbursement for out-of-pocket expenses. In addition, we will reimburse brokers and other nominees for their expenses in forwarding solicitation material to beneficial owners.

How do I attend, vote during and ask questions during the 2020 annual meeting?

This year’s annual meeting will be a virtual meeting of stockholders conducted via live audio webcast. To be admitted to the 2020 annual meeting, you must have been a stockholder at the close of business on the record date of October 20, 2020 or be the legal proxy holder or qualified representative of such stockholder. The virtual meeting will afford stockholders the same rights as if the meeting were held in person, including the ability to vote shares electronically during the meeting and ask questions in accordance with the rules of conduct for the meeting, which will be posted to our investor relations website, https://investor.msgsports.com, and will be available on www.virtualshareholdermeeting.com/MSGS2020 during the annual meeting.

Attending the Virtual Meeting. To attend the virtual meeting, please visit www.virtualshareholdermeeting.com/MSGS2020. To participate in the annual meeting, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials or your proxy card (if you received a printed copy of the proxy materials).

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 a qualified representative attend the virtual 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. Eastern Time on December 7, 2020 in order to allow enough time to register such person to attend the virtual meeting. For further details,

see “Other Matters — Advance Notice of Proxy Holders and Qualified Representatives.”

For a period of at least 10 days prior to the 2020 annual meeting, a complete list of stockholders entitled to vote during the 2020 annual meeting will be open to the examination of any stockholder during ordinary business hours at our corporate headquarters located at Two Pennsylvania Plaza, New York, NY 10121, or through an alternative method publicly disclosed in advance. If you are interested in viewing the list, please send an email to investor@msgsports.com one business day in advance to schedule your visit.

Voting During the Virtual Meeting. If you have not voted your shares prior to the annual meeting or you wish to change your vote, you will be able to vote or re-vote your shares electronically during the annual meeting by clicking “Vote Here” on the meeting website. Whether or not you plan to attend the meeting, you are encouraged to vote your shares prior to the meeting by one of the methods described in the proxy materials you previously received.

Asking Questions. If you wish to submit a question, you may do so live during the meeting by accessing the meeting at www.virtualshareholdermeeting.com/MSGS2020.

Only questions pertinent to meeting matters will be answered during the meeting, subject to time constraints. If any questions pertinent to meeting matters cannot be answered during the meeting due to time constraints, we will post and answer a representative set of these questions online at https://investor.msgsports.com. The questions and answers will be available as soon as reasonably practicable after the meeting and will remain available until one week after posting.

Help with Technical Difficulties. If you have any technical difficulties or any questions regarding the virtual meeting website, we are ready to assist you. If there are any technical issues in convening or hosting the meeting, we will promptly post

 

 

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information to our investor relations website, https://investor.msgsports.com, including information on when the meeting will be reconvened.

What is “householding” and how does it affect me?

Stockholders of record who have the same address and last name and do not participate in electronic delivery of proxy materials may receive only one copy of this Notice of Annual Meeting and Proxy Statement and Annual Report on Form 10-K for the fiscal year ended June 30, 2020 (the “2020 Form 10-K”) unless we are notified that one or more of these stockholders wishes to receive individual copies. This “householding” procedure will reduce our printing costs and postage fees as well as the environmental impact of the annual meeting.

Stockholders who participate in householding will continue to receive separate proxy cards.

If you participate in householding and wish to receive a separate copy of this Notice of Annual Meeting and Proxy Statement and any accompanying documents, or if you do not wish to continue to participate in householding and prefer to receive separate copies of these documents in the future, please contact Broadridge Householding Department, by calling their toll-free number, 1-866-540-7095, or by writing to: Broadridge, Householding Department, 51 Mercedes Way, Edgewood, NY 11717. You will be removed from the householding program within 30 days of receipt of your instructions, at which time you will then be sent separate copies of the documents.

If you are a beneficial owner, you can request information about householding from your broker, bank or other holder of record.

How can I get electronic access to the proxy materials?

This Notice of Annual Meeting and Proxy Statement, the proxy card and the Company’s 2020 Form 10-K are available at www.proxyvote.com.

In accordance with the SEC rules, we are using the Internet as our primary means of furnishing proxy materials to our stockholders. Consequently, most of our stockholders will not receive paper copies of our proxy materials. Instead we are sending these stockholders a Notice of Annual Meeting and Internet Availability of Proxy Materials with instructions for accessing the proxy materials, including our proxy statement and 2020 Form 10-K, and voting by Internet. This makes the proxy distribution process more efficient and less costly and helps conserve natural resources. The Notice of Annual Meeting and Internet Availability of Proxy Materials also provides information on how our stockholders may obtain paper copies of our proxy materials if they so choose. If you previously elected to receive proxy materials electronically, these materials will continue to be sent via email unless you change your election.

If you receive paper copies of our proxy materials and would like to sign up for electronic delivery via email or the Internet, please follow the instructions to vote by Internet at www.proxyvote.com and, when prompted, indicate that you agree to receive or access stockholder communications electronically in future years.

 

 

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BOARD AND GOVERNANCE PRACTICES

OVERVIEW

 

 

The following section provides an overview of our Board and corporate governance practices. We have taken several actions to be responsive to stockholder feedback, including expanding our

stockholder outreach efforts and enhancing our proxy disclosure to provide greater transparency to our stockholders.

 

 

CORPORATE GOVERNANCE PRACTICES

 

 

Our Board has adopted the Governance Guidelines and other practices to promote the functioning of the Board and its committees to serve the best interests of all our stockholders. The Governance Guidelines and our other governance documents provide a framework for our governance practices, including:

 

Annual election of directors, with all directors elected to one-year terms

 

Board composition to include a broad range of skills, experience, industry knowledge, diversity of opinion and contacts relevant to the Company’s business that serves the interests of all stockholders

 

Board self-assessments conducted at least annually to assess the mix of skills and experience that directors bring to the Board to facilitate an effective oversight function

 

Robust director nomination criteria to ensure a diversity of viewpoints, background and expertise in the boardroom

 

Regular executive sessions of independent directors

Independent Board committees, with each of the Audit Committee and the Compensation Committee comprised 100% of independent directors

 

Restricted stock units subject to holding requirement through the end of service on the Board

Our Governance Guidelines set forth our practices and policies with respect to Board composition and selection, Board meetings, executive sessions of the Board, Board committees, the expectations we have of our directors, selection of the Executive Chairman and the President and Chief Executive Officer, management succession, Board and executive compensation, and Board self-assessment requirements. The full text of our Governance Guidelines may be viewed at our corporate website at www.msgsports.com under Investors — Governance — Governance Documents. A copy may be obtained by writing to Madison Square Garden Sports Corp., Two Pennsylvania Plaza, New York, NY 10121; Attention: Corporate Secretary.

 

 

STOCKHOLDER ENGAGEMENT

 

 

Fostering long-term relationships with our stockholders is a priority for the Company. Engagement helps us gain insight into the issues most important to our stockholders, informing Board discussions and allowing us to consider investors’ views on a range of topics including corporate governance and executive compensation matters.

We regularly engage with stockholders, and during the 2020 fiscal year we engaged with holders of approximately two-thirds of our Class A Common Stock concerning our Board, governance and executive compensation practices, with the specific goal of seeking stockholder feedback. We greatly value the views of our stockholders, and we look forward to continuing to receive such feedback.

 

 

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BOARD LEADERSHIP STRUCTURE

 

 

Our Board has chosen to separate the roles of Executive Chairman and President and Chief Executive Officer. The Board believes that this is the optimal leadership structure as it recognizes both Mr. James L. Dolan’s senior executive role with the Company as well as his leadership

position on the Company’s Board, while the Company is also able to benefit from the experience of its President and Chief Executive Officer, Mr. Andrew Lustgarten, with responsibility for day-to-day management of the Company.

 

 

BOARD SELF-ASSESSMENT

 

 

The Board conducts an annual self-assessment to determine whether the Board and its committees are functioning effectively. Among other things, the Board’s self-assessment seeks input from the directors on whether they have the tools and access necessary to perform their oversight function as well as suggestions for improvement

of the Board’s functioning. In addition, our Audit Committee and Compensation Committee each conducts its own annual self-assessment, which includes an assessment of the adequacy of their performance as compared to their respective charters.

 

 

EXECUTIVE SESSIONS OF NON-MANAGEMENT AND INDEPENDENT BOARD MEMBERS

 

 

Under our Governance Guidelines, either our directors who are not also executive officers of our Company (the “non-management directors”) or our directors who are independent under the NYSE rules are required to meet regularly in executive sessions with no members of management present. If non-management directors who are not independent participate in

these executive sessions, the independent directors under the NYSE rules are required to meet separately in executive sessions at least once each year. The non-management or independent directors may specify the procedure to designate the director who may preside at any such executive session.

 

 

RISK OVERSIGHT

 

 

Our Board believes that risk oversight is an important Board responsibility. The Board has delegated risk oversight to the Audit Committee, including oversight of cybersecurity risks. The Audit Committee discusses guidelines and policies governing the process by which the Company’s management assesses and manages the Company’s exposure to risk and discusses the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures. The Compensation Committee considers the Company’s exposure to risk in establishing and implementing our executive compensation program. The Compensation Committee, with the assistance of its independent compensation consultant,

reviewed the level of risk incentivized by the Company’s executive compensation program as well as incentive programs below the executive officer level. Based on this assessment and the executive compensation program’s emphasis on long-term performance, its close connection to Company-wide and divisional performance and its equity-based component designed to align the executive officers’ compensation with the Company’s long-term strategy and growth, the Compensation Committee determined that our executive compensation program does not create incentives for excessive risk-taking that are reasonably likely to have a material adverse effect on the Company.

 

 

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COMMUNICATING WITH OUR DIRECTORS

 

 

Our Board has adopted policies designed to allow our stockholders and other interested parties to communicate with our directors. Any interested party who wishes to communicate directly with the Board or any director or the non-management directors as a group should send communications in writing to the Chairman of the Audit Committee, Madison Square Garden Sports Corp., Two Pennsylvania Plaza, New York, NY

10121. Any person, whether or not an employee, who has a concern with respect to our accounting, internal accounting controls, auditing issues or other matters, may, in a confidential or anonymous manner, communicate those concerns to our Audit Committee by contacting the MSG Sports Integrity Hotline, which is operated by a third-party service provider, at 1-844-913-0611.

 

 

CODE OF CONDUCT AND ETHICS

 

 

Our Board has adopted a Code of Conduct and Ethics for our directors, officers and employees. A portion of this Code of Conduct and Ethics also serves as a code of conduct and ethics for our senior financial officers, including our principal accounting officer and controller. Among other things, our Code of Conduct and Ethics covers conflicts of interest, disclosure responsibilities, legal compliance, reporting and compliance with the Code of Conduct and Ethics, confidentiality,

corporate opportunities, fair dealing, protection and proper use of Company assets and equal employment opportunity and harassment. The full text of the Code of Conduct and Ethics is available on our website at www.msgsports.com under Investors — Governance — Governance Documents. In addition, a copy may be obtained by writing to Madison Square Garden Sports Corp., Two Pennsylvania Plaza, New York, NY 10121; Attention: Corporate Secretary.

 

 

DIRECTOR INDEPENDENCE

 

 

As a “controlled company” we are not subject to the corporate governance rules of the NYSE requiring: (i) a majority of independent directors on our Board, (ii) an independent corporate governance and nominating committee, and (iii) an independent compensation committee. On account of this, and based on our ownership and voting structure, we do not have a majority of independent directors on our Board and we have not created a corporate governance and nominating committee; however, we maintain an independent compensation committee.

Under the terms of our Certificate of Incorporation, the holders of our Class B Common Stock have the right to elect up to 75% of the members of our Board and there is no requirement that any of those directors be independent or be chosen independently.

Despite the fact that our Board does not have a majority of independent directors, we value

independent oversight and perspectives in our boardroom. That independent input is fostered by our Certificate of Incorporation, which gives holders of our Class A Common Stock the right to elect at least 25% of our Board, as well as by the presence on our Board of two directors elected by our Class B stockholders who meet the NYSE and SEC standards of independence. Assuming all of the director nominees are elected at the 2020 annual meeting, our Class A director representation will be approximately 29% of the Board, above the 25% required by our Certificate of Incorporation, and independent director representation will be 41%.

Our Board has determined that each of the following non-management directors is “independent” within the meaning of the rules of the NYSE and the SEC: Messrs. Joseph M. Cohen, Richard D. Parsons, Nelson Peltz, Alan D. Schwartz, Ivan Seidenberg, Vincent Tese and

 

 

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Anthony J. Vinciquerra. Messrs. Joseph M. Cohen, Ivan Seidenberg and Anthony J. Vinciquerra were appointed as Class A Directors (as defined below) on the MSGE Distribution Date in connection with the MSGE Distribution. Like Messrs. Parsons and Schwartz, Messrs. Cohen, Seidenberg and Vinciquerra are each being nominated for election by holders of our Class A Common Stock at the annual meeting. Our Board, including the directors elected by the holders of Class A Common Stock, believes that the Company and its stockholders will benefit from the combination of fresh perspectives provided by these additional independent directors, as well as their collective deep business expertise.

In reaching its determination for Messrs. Cohen, Parsons, Peltz, Schwartz, Seidenberg, Tese and Vinciquerra, the Board considered the following:

 

  Mr. Cohen serves as a director of MSG Networks (a company that is also controlled by the Dolan Family) since June 1, 2020 and served in various senior executive roles with Madison Square Garden while the business was part of Cablevision Systems Corporation and was President of MSG Networks from 1977 to 1985. The Board determined that these relationships are not material and that Mr. Cohen is independent within the meaning of the rules of the NYSE and the SEC.

 

  Mr. Schwartz previously served as a director of MSG Networks from 2010 to 2015. Mr. Schwartz also served as a director of AMC Networks Inc. (“AMC Networks”) from 2011 to 2016. From time to time, he, or entities for which he serves as an officer or principal, have performed services for AMC Networks. The Board determined that performance of these services, and the receipt of compensation for these services, is not material and Mr. Schwartz is independent within the meaning of the rules of the NYSE and the SEC.

 

  Mr. Tese serves as a director of MSG Entertainment since April 2020 and AMC Networks since 2016. He also served as a director of MSG Networks from 2010 to
   

2015. His brother was employed by a subsidiary of the Company until the MSGE Distribution and is employed by a subsidiary of MSG Entertainment following the MSGE Distribution, in each case, in a non-executive officer position. See “Transactions with Related Parties.” The Board determined that these relationships are not material and Mr. Tese is independent within the meaning of the rules of the NYSE and the SEC.

 

  Prior to the MSGE Distribution, the Company was the exclusive sales representative for advertising inventory for MSG Networks. In that capacity, one or more of the Company’s subsidiaries had arrangements with Worldlink Media for the purchase of advertising inventory on behalf of MSG Networks. Mr. Vinciquerra’s spouse is the Chief Executive Officer of Worldlink Media. Any payments received from Worldlink Media by the Company were pass-through payments, which were immediately transferred to MSG Networks, less any commission the Company was entitled to for such sale. Following the MSGE Distribution, MSG Entertainment is the exclusive sales representative for MSG Networks’ advertising inventory and the arrangement with Worldlink Media is with MSG Entertainment. Accordingly, the Company no longer receives any payments or commissions with respect to Worldlink Media. The commission received by the Company under this arrangement in each of the last three fiscal years was less than $1 million per year. The Board determined that this relationship is not material and Mr. Vinciquerra is independent within the meaning of the rules of the NYSE and the SEC.

Messrs. Matthew C. Blank, Joseph J. Lhota and Frederic V. Salerno, each of whom was an independent director of the Company elected by holders of our Class A Common Stock at the 2019 annual meeting, resigned as directors of the Company and became directors of MSG Entertainment on the MSGE Distribution Date in connection with the MSGE Distribution.

 

 

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DIRECTOR NOMINATIONS

 

 

As permitted under the NYSE rules, we do not have a nominating committee and believe it is appropriate not to have one because of our stockholder voting structure. The Board has nonetheless established a nomination mechanism in our Governance Guidelines for the selection of nominees for election as directors by the holders of our Class A Common Stock (“Class A Directors”) and by the holders of our Class B Common Stock (“Class B Directors”), as follows:

 

  Nominees for election as Class A Directors are recommended to the Board by a majority
   

of the independent Class A Directors then in office.

 

  Nominees for election as Class B Directors are recommended to our Board by a majority of the Class B Directors then in office.

Our Certificate of Incorporation provides holders of the Company’s Class B Common Stock the right to elect up to 75% of the members of our Board and holders of our Class A Common Stock the right to elect 25% of the members of our Board.

 

 

DIRECTOR SELECTION

 

 

Our Board believes that each director nominee should be evaluated based on the skills needed on the Board and his or her individual merits, taking into account, among other matters, the factors set forth in our Governance Guidelines under “Board Composition” and “Selection of Directors.” Those factors include:

 

  The desire to have a Board that encompasses a broad range of skills, expertise, industry knowledge, diversity of viewpoints, opinions, background and experience and contacts relevant to our business;

 

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

 

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

 

  The fit of the individual’s skill and personality with those of other directors and potential directors in building a Board that is effective, collegial and responsive to the needs of our Company.

The Class A Directors evaluate and recommend Class A Director candidates to the Board for nomination as Class A Directors and suggest

individuals for the Board to explore in more depth. The Class A Directors also consider Class A Director nominees recommended by our stockholders. Nominees recommended by our stockholders are given consideration in the same manner as other nominees. Stockholders who wish to nominate directors for election at our 2021 annual meeting may do so by submitting in writing such nominees’ names, in compliance with the procedures and along with other information required by the Company’s Amended By-laws. See “Other Matters — Stockholder Proposals for 2021 Annual Meeting.”

Messrs. Joseph M. Cohen, Ivan Seidenberg and Anthony J. Vinciquerra were appointed as directors of the Company elected by holders of our Class A Common Stock on the MSGE Distribution Date in connection with the MSGE Distribution. Messrs. Cohen, Seidenberg and Vinciquerra are each being nominated as Class A Directors at the annual meeting. Our Board believes that the Company and its stockholders will benefit from the combination of fresh perspectives provided by these independent directors, as well as their collective deep business expertise.

 

 

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The Class B Directors will consult from time to time with one or more of the holders of our Class B Common Stock to ensure that all Class B Director nominees recommended to the Board are individuals who will make a meaningful contribution as Board members and will be individuals likely to receive the approving vote of the holders of a majority of the outstanding Class B Common Stock. The Class B Directors do not intend to consider unsolicited suggestions of nominees by holders of our Class A Common Stock. We believe that this is appropriate in light of the voting provisions of our Certificate of

Incorporation which provide the holders of our Class B Common Stock the exclusive right to elect our Class B Directors.

Mr. Mills was appointed as a director of the Company elected by holders of our Class B Common Stock on the MSGE Distribution Date in connection with the MSGE Distribution. Mr. Mills is being nominated as a Class B Director at the annual meeting. Our Board believes that the Company and its stockholders will benefit from his fresh perspective, as well as his business and sports industry experience.

 

 

BOARD MEETINGS

 

 

The Board met eight times during the fiscal year ended June 30, 2020. Each of the directors who was on the Board during the 2020 fiscal year attended at least 75% of the meetings of the Board and the committees of the Board on which he or she served that were held during the time he or she served on the Board.

 

We encourage our directors to attend annual meetings of our stockholders and believe that attendance at annual meetings is equally as important as attendance at Board and committee meetings. Ten of the 13 directors who were then on the Board attended the 2019 annual stockholders’ meeting.

 

 

COMMITTEES

 

 

Our Board has two standing committees comprised solely of independent directors: the Audit Committee and the Compensation Committee.

Audit Committee

 

  Members: Messrs. Seidenberg, Tese (Chair) and Vinciquerra

 

  Meetings during fiscal year ended June 30, 2020: 8

The primary purposes and responsibilities of our Audit Committee are to:

 

  assist the Board in (i) its oversight of the integrity of our financial statements, (ii) its oversight of our compliance with legal and regulatory requirements, (iii) assessing our independent registered public accounting firm’s qualifications and independence, and (iv) assessing the performance of our internal
   

audit function and independent registered public accounting firm;

 

  appoint, compensate, retain, oversee and terminate the Company’s independent registered public accounting firm and pre-approve, or adopt appropriate procedures to pre-approve, all audit and non-audit services, if any, to be provided by the independent registered public accounting firm;

 

  review the appointment and replacement of the head of our Internal Audit Department (which is currently provided through services from MSG Entertainment) and to review and coordinate the agenda, scope, priorities, plan and authority of the Internal Audit Department;

 

 

establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal

 

 

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accounting controls or auditing matters and for the confidential, anonymous submission by Company employees or any provider of accounting-related services of concerns regarding questionable accounting and auditing matters and review of submissions and treatment of any such complaints;

 

  review and approve related party transactions that are required to be disclosed under SEC rules or that require such approval under the Company’s Related Party Transaction Approval Policy (if the Audit Committee is then serving as the Independent Committee under such policy);

 

  conduct and review with the Board an annual self-assessment of the Audit Committee;

 

  prepare any report of the Audit Committee required by the rules and regulations of the SEC for inclusion in our annual proxy statement;

 

  review and reassess the Audit Committee charter at least annually; and

 

  report to the Board on a regular basis.

Our Board has determined that each member of our Audit Committee is “independent” within the meaning of the rules of both the NYSE and the SEC, and that each has not participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the past three years and is able to read and understand fundamental financial statements, including balance sheets, income statements and cash flow statements. Our Board has also determined that each of Messrs. Seidenberg, Tese and Vinciquerra is an “audit committee financial expert” within the meaning of the rules of the SEC.

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

“Board and Governance Practices — Communicating with Our Directors.”

The text of our Audit Committee charter is available on our website at www.msgsports.com under Investors — Governance — Governance Documents. A copy may be obtained by writing to Madison Square Garden Sports Corp., Corporate Secretary, Two Pennsylvania Plaza, New York, NY 10121.

Compensation Committee

 

  Members: Messrs. Cohen (Chair), Seidenberg and Tese

 

  Meetings during fiscal year ended June 30, 2020: 12

The primary purposes and responsibilities of our Compensation Committee are to:

 

  establish our general compensation philosophy and, in consultation with management, oversee the development and implementation of compensation programs;

 

  review and approve corporate goals and objectives relevant to the compensation of our Chief Executive Officer and our other executive officers who are required to file reports with the SEC under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (together with the Chief Executive Officer, the “Senior Employees”), evaluate the Senior Employees’ performance in light of these goals and objectives and determine and approve their compensation based upon that evaluation;

 

  approve any new equity compensation plan or material changes to an existing plan;

 

  oversee the activities of the committee or committees administering our retirement and benefit plans;

 

 

in consultation with management, oversee regulatory compliance with respect to compensation matters, including overseeing

 

 

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the Company’s policies on structuring compensation programs to preserve tax deductibility, and, as and when required, establishing performance goals and certifying that performance goals have been attained for purposes of Section 162(m) of the Internal Revenue Code, as amended (the “Code”);

 

  determine and approve any severance or similar termination payments to be made to Senior Employees (current or former);

 

  determine the components and amount of Board compensation and review such determinations from time to time in relation to other similarly situated companies;

 

  prepare any reports of the Compensation Committee to be included in the Company’s annual proxy statement in accordance with the applicable rules and regulations of the SEC;

 

  conduct and review with the Board an annual self-assessment of the Compensation Committee; and

 

  report to the Board on a regular basis, but not less than annually.

The Compensation Committee reviews the performance of the Senior Employees, evaluates their performance in light of those goals and objectives and, either as a committee or together with any other independent directors (as directed by the Board), determines and approves the Senior Employees’ compensation level based on this evaluation. In determining the long-term incentive component of our Chief Executive Officer’s compensation, the Compensation Committee considers, among other factors, the Company’s performance and relative stockholder return, the value of similar incentive awards to Chief Executive Officers at comparable companies and the awards given to the Chief Executive Officer in past years.

As discussed above, our Board has determined that each member of our Compensation Committee is “independent” under the rules of the NYSE.

The Compensation Committee may, in its discretion, delegate a portion of its duties and responsibilities to one or more subcommittees of the Compensation Committee. For example, the Compensation Committee may delegate the approval of certain transactions to a subcommittee consisting solely of members of the Compensation Committee who are (i) “non-employee directors” for the purposes of Rule 16b-3 of the Exchange Act, and (ii) “outside directors” for the purposes of Section 162(m) of the Code (“Section 162(m)”). The Compensation Committee has also engaged an independent compensation consultant and independent legal counsel to assist in the performance of its duties and responsibilities. The text of our Compensation Committee charter is available on our website at www.msgsports.com under Investors — Governance — Governance Documents. A copy may be obtained by writing to Madison Square Garden Sports Corp., Corporate Secretary, Two Pennsylvania Plaza, New York, NY 10121.

Compensation Committee Interlocks and Insider Participation

Messrs. Cohen, Seidenberg and Tese currently serve as members of the Compensation Committee. None of them is a current nor a former executive officer or employee of the Company.

Independent Committees

In addition to standing committees, the Company’s Board from time to time appoints or empowers a committee of our Board consisting entirely of independent directors (an “Independent Committee”) to act with respect to specific matters.

The Company has adopted a policy whereby an Independent Committee will review and approve or take such other action as it may deem appropriate with respect to transactions involving the Company and its subsidiaries in which any director, executive officer, greater than 5% stockholder of the Company or any other “related

 

 

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person” (as defined in Item 404 of Regulation S-K adopted by the SEC) has or will have a direct or indirect material interest. This approval requirement covers any transaction that meets the related party disclosure requirements of the SEC as set forth in Item 404, which currently apply to transactions (or any series of similar transactions) in which the amount involved exceeds $120,000.

Our Board has also adopted a special approval policy for transactions with MSG Entertainment, MSG Networks and AMC Networks and their respective subsidiaries whether or not such transactions qualify as “related party” transactions described above. Under this policy, an Independent Committee oversees approval of all transactions and arrangements between the Company and its subsidiaries, on the one hand, and each of MSG Entertainment and its subsidiaries, MSG Networks and its subsidiaries and AMC Networks and its subsidiaries, on the other hand, in which the amount exceeds $1 million. In addition, an Independent Committee receives a quarterly update from the Company’s internal audit function of all related party transactions, including transactions and arrangements between the Company and its subsidiaries on the one hand, and each of MSG

Entertainment and its subsidiaries, MSG Networks and its subsidiaries and AMC Networks and its subsidiaries, on the other hand regardless of value. To simplify the administration of the approval process under this policy, the Independent Committee may, where appropriate, establish guidelines for certain of these transactions.

For a further discussion of the scope of these policies, see “Related Party Transaction Approval Policy.”

Other Committee Matters

Our Amended By-laws permit the Board to form an Executive Committee of the Board which would have the power to exercise all of the powers and authority of the Board in the management of the business and affairs of the Company, except as limited by the Delaware General Corporation Law. Our Board has not formed an Executive Committee, although it could do so in the future.

Our Amended By-laws also permit the Board to appoint other committees of the Board from time to time which would have such powers and duties as the Board properly determines.

 

 

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DIRECTOR COMPENSATION

 

 

The following table describes the components of our non-management directors’ compensation

program in effect during the fiscal year ended June 30, 2020:

 

 

  Compensation Element(1)

  

 Compensation(3)

  Annual Cash Retainer     $50,000                
  Annual Equity Retainer(2)     $110,000   
  Annual Audit/Compensation Committee Member Fee     $5,000   
  Annual Audit/Compensation Committee Chair Fee     $10,000   
  Board and Audit/Compensation Committee Meeting Fees   

 $2,000 per meeting (in person)

 $500 per meeting (by telephone or virtual)

  

 

(1)

A director who is also a Company employee receives no compensation for serving as a director.

 

(2)

Each director receives an annual grant of restricted stock units determined by dividing the value of the annual equity retainer by the 20-trading day average closing market price on the day prior to the grant date (typically the annual meeting). Restricted stock units are fully vested on the date of grant but remain subject to a holding requirement until the first business day following 90 days after service on the Board ceases (other than in the event of a director’s death, in which case they are settled as soon as practicable), at which time they are settled in stock or, at the Compensation Committee’s election, in cash. Such compensation is made pursuant to the Company’s 2015 Stock Plan for Non-Employee Directors, as amended (the “Director Stock Plan”), which was most recently approved by the Company’s stockholders on December 9, 2016 and is administered by the Compensation Committee.

 

(3)

From time to time our Compensation Committee and/or our Board may approve additional or alternate compensation arrangements for directors who serve on Independent Committees.

 

In order for our directors to develop an intimate familiarity with our teams and the services and support offered to patrons at our events, the Company makes available to each of our non-management directors without charge up to two tickets per event for up to eight Company events per calendar year, subject to availability. Director attendance at such events is integrally and directly related to the performance of their duties and, as such, we do not deem the receipt of such tickets to be perquisites. These ticket

limitations do not apply to special events to which non-management directors and their guests may have been specifically invited from time to time in their capacity as non-management directors of the Company. In addition, non-management directors are able to purchase tickets to events from the Company and MSG Entertainment at face value, subject to availability. Tickets provided to non-management directors are not available for resale.

 

 

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Director Compensation Table

The table below summarizes the total compensation paid to or earned by each person who served as a non-management director during

the fiscal year ended June 30, 2020. Directors who are employees of the Company receive no compensation for service as directors and are therefore not identified in the table below.

 

 

Name

   Fees Earned or Paid in
Cash ($)(1)
   Stock Awards ($)(2)(3)(4)    Total ($)

Current Non-Employee Directors

              

Joseph M. Cohen(5)

       14,862        73,171        88,033

Charles F. Dolan

       54,000        109,020        163,020

Charles P. Dolan

       55,500        109,020        164,520

Kristin A. Dolan

       54,000        109,020        163,020

Marianne Dolan Weber

       53,500        109,020        162,520

Paul J. Dolan(6)

       31,853        109,020        140,873

Ryan T. Dolan(7)

       10,802        73,171        83,973

Thomas C. Dolan

       57,000        109,020        166,020

Stephen C. Mills(8)

       10,802        73,171        83,973

Richard D. Parsons

       116,484        109,020        225,504

Nelson Peltz

       56,000        109,020        165,020

Alan D. Schwartz

       64,984        109,020        174,004

Ivan Seidenberg(5)

       15,863        73,171        89,034

Brian G. Sweeney

       58,500        109,020        167,520

Vincent Tese

       81,500        109,020        190,520

Anthony J. Vinciquerra(5)

       13,833        73,171        87,004

Former Non-Employee Directors

              

Frank J. Biondi, Jr.(9)

       58,609               58,609

Matthew C. Blank(10)

       33,726        109,020        142,746

Joseph J. Lhota(10)

       50,564        109,020        159,584

Frederic V. Salerno(10)

       25,957        109,020        134,977

Scott M. Sperling(11)

       30,239               30,239

 

(1)

These amounts represent retainer, committee, board and independent director meeting fees earned during the fiscal year ended June 30, 2020. With respect to Messrs. Biondi, Blank and Parsons, the amounts include compensation for service on one or more Independent Committees. The amounts reported do not include any reasonable out-of-pocket expenses incurred in attending meetings for which the Company reimburses each non-management director.

 

(2)

For each current non-employee director, other than Messrs. Ryan T. Dolan, Cohen, Mills, Seidenberg and Vinciquerra, and for each of Messrs. Blank, Lhota and Salerno, this column reflects the grant date fair market value of 398 restricted stock units granted in December 2019, as calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. For each of Messrs. Ryan T. Dolan, Cohen, Mills, Seidenberg and Vinciquerra, this column reflects the grant date fair market value of a pro rata grant of 437 restricted stock units granted in May 2020, as calculated in accordance FASB ASC Topic 718. The assumptions used by the Company in calculating these amounts are

 

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  set forth in Note 15 to our financial statements included in our 2020 Form 10-K. The values reflected in this column differ from the $110,000 value set forth in our directors’ compensation program because the grant date fair value calculated under FASB ASC Topic 718 differs from the 20-trading day average used to determine the number of shares granted to directors. The grant date fair value of the awards from December 2019 are based on the stock price of the pre-MSGE Distribution Company. The grant date fair value of the awards from May 2020 are based on the stock price of the post-MSGE Distribution Company.

 

(3)

For each non-management director, the aggregate number of restricted stock units held as of June 30, 2020 is as follows: Charles F. Dolan, 2,591 units; Charles P. Dolan, 2,591 units; Kristin A. Dolan, 2,591 units; Marianne Dolan Weber, 1,962 units; Paul J. Dolan, 398 units; Ryan T. Dolan, 437 units; Thomas C. Dolan, 2,591 units; Joseph M. Cohen, 437 units; Stephen C. Mills, 437 units; Richard D. Parsons, 2,591 units; Nelson Peltz, 2,591 units; Alan D. Schwartz, 2,591 units; Ivan Seidenberg, 437 units; Brian G. Sweeney, 2,591 units; Vincent Tese, 2,591 units; Anthony J. Vinciquerra, 437 units; Matthew C. Blank, 398 units; Joseph J. Lhota, 1,327 units; and Frederic V. Salerno, 398 units.

 

(4)

In connection with the MSGE Distribution, each of the current non-employee directors and the former non-employee directors (except Messrs. Biondi and Sperling) received one share of MSG Entertainment Class A Common Stock in respect of every restricted stock unit owned on the record date in accordance with the award agreement.

 

(5)

Messrs. Joseph M. Cohen, Ivan Seidenberg and Anthony J. Vinciquerra were each appointed as directors of the Company by the directors elected by holders of the Company’s Class A Common Stock effective as of the MSGE Distribution Date. Messrs. Seidenberg and Vinciquerra were appointed to the Audit Committee and Messrs. Cohen and Seidenberg were appointed to the Compensation Committee.

 

(6)

Mr. Paul J. Dolan was elected to the Board at the 2019 annual meeting held on December 11, 2019.

 

(7)

Mr. Ryan T. Dolan was elected to the Board at the 2019 annual meeting held on December 11, 2019. He became a non-employee director on the MSGE Distribution Date because following the MSGE Distribution, he is employed by a subsidiary of MSG Entertainment.

 

(8)

Mr. Stephen C. Mills was appointed as a director of the Company by the directors elected by holders of the Company’s Class B Common Stock effective as of the MSGE Distribution Date.

 

(9)

Mr. Frank J. Biondi, Jr., passed away on November 25, 2019. As of such date, Mr. Biondi held 1,564 restricted stock units, which were subsequently distributed in Class A Common Stock to his estate.

 

(10)

Messrs. Matthew C. Blank. Joseph J. Lhota and Frederic V. Salerno resigned as directors of the Company effective as of the MSGE Distribution Date. Their restricted stock units were distributed on July 16, 2020.

 

(11)

Mr. Sperling did not stand for re-election at the Company’s 2019 annual meeting. As of such date, Mr. Sperling held 2,193 restricted stock units, which were distributed in Class A Common Stock to him on March 11, 2020.

 

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PROPOSAL 1 — ELECTION OF DIRECTORS

 

Our Board has nominated seventeen candidates for election to the Board at this year’s annual meeting.

Of the seventeen director nominees, five are to be elected by the holders of our Class A Common Stock and twelve are to be elected by the holders of our Class B Common Stock. All seventeen nominees have been nominated for a term to expire at the 2021 annual meeting and until their successors have been elected and qualified.

The Company representatives appointed by the Board (the persons named on the proxy card, or, if applicable, their substitutes) will vote your shares as you instruct. If you sign your proxy card and return it without indicating how you would like to vote your shares, your shares will be voted to elect each of the director nominees below, as applicable, based on whether you are a holder of our Class A Common Stock or Class B Common

Stock. Information on each of our nominees is given below.

Each director nominee listed below has consented to being named in this proxy statement and has agreed to serve if elected. However, if a nominee for election as a director by the holders of our Class A Common Stock becomes unavailable before the election or for good cause will not serve, the persons named on the Class A proxy card would be authorized to vote for a replacement director nominee for election as a director by the holders of our Class A Common Stock if the Board names one. If a nominee for election as a director by the holders of our Class B Common Stock becomes unavailable before the election or for good cause will not serve, the persons named on the Class B proxy card would be authorized to vote for a replacement director nominee for election as a director by the holders of our Class B Common Stock if the Board names one.

 

 

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

 

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JAMES L. DOLAN – Age 65

 

Class B Director since March 4, 2015

Committee Membership: None

Other Public Company Directorships: AMC Networks, MSG Entertainment and MSG Networks

Career Highlights

Mr. Dolan is a director and the Executive Chairman of the Company since 2015. He also served as the Chief Executive Officer of the Company from 2017 to April 2020. Mr. Dolan has served as a director and the Executive Chairman and Chief Executive Officer of MSG Entertainment since November 2019 and as a director and the Executive Chairman of MSG Networks since 2009. Mr. Dolan was also the Chief Executive Officer of Cablevision Systems Corporation (“Cablevision”) from 1995 until its sale in 2016. He was President of Cablevision from 1998 to 2014; Chief Executive Officer of Rainbow Media Holdings, Inc., a former programming subsidiary of Cablevision that spun-off in 2011 to become AMC Networks, from 1992 to 1995; and Vice President of Cablevision from 1987 to 1992. In addition to MSG Entertainment and MSG Networks, Mr. Dolan has served as a director since 2011 and Non-Executive Chairman since September 2020 of AMC Networks and previously served as a director of Cablevision from 1991 until its sale in 2016. James L. Dolan is the son of Charles F. Dolan, the spouse of Kristin A. Dolan, the father of Charles P. Dolan and Ryan T. Dolan, the brother of Marianne Dolan Weber and Thomas C. Dolan, the brother-in-law of Brian G. Sweeney and the cousin of Paul J. Dolan.

Key Skills & Experience

In light of his experience as Executive Chairman of the Company since March 2015 and Chief Executive Officer of the Company from 2017 to April 2020, his experience as Non-Executive Chairman of AMC Networks since September 2020, his experience as Executive Chairman and Chief Executive Officer of MSG Entertainment since April 2020, his experience in various positions with Cablevision, including as its Chief Executive Officer, his experience in various positions with MSG Networks and its predecessors since 1999, including most recently as Executive Chairman, as well as the knowledge and experience he has gained about the Company’s businesses and contributions he has made during his tenure as a director of the Company, MSG Entertainment, MSG Networks, AMC Networks and Cablevision, our Board has concluded that James L. Dolan should serve as a director of the Company.

 

 

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CHARLES F. DOLAN – Age 94

 

Class B Director since September 30, 2015

Committee Membership: None

Other Public Company Directorships: AMC Networks, MSG Entertainment and MSG Networks

Career Highlights

Mr. Dolan has served as a director since 2011 and Chairman Emeritus of AMC Networks since September 2020. He served as Executive Chairman of AMC Networks from 2011 to September 2020 and Chairman of Cablevision from 1985 until its sale in 2016. He was Chief Executive Officer of Cablevision from 1985 to 1995. Mr. Dolan founded and acted as the General Partner of Cablevision’s predecessor from 1973 to 1985 and established Manhattan Cable Television in 1961 and Home Box Office in 1971. In addition to AMC Networks, Mr. Dolan has served as a director of MSG Entertainment since April 2020 and MSG Networks since 2009 and previously served as a director of Cablevision from 1985 until its sale in 2016. Charles F. Dolan is the father of James L. Dolan, Marianne Dolan Weber and Thomas C. Dolan, the father-in-law of Kristin A. Dolan and Brian G. Sweeney, the uncle of Paul J. Dolan and the grandfather of Charles P. Dolan and Ryan T. Dolan.

Key Skills & Experience

In light of Mr. Dolan’s experience in the cable television and cable programming industries, as well as his experience as founder of Cablevision, his previous service as Chairman and Chief Executive Officer of Cablevision and its predecessors, his service as Executive Chairman and Chairman Emeritus of AMC Networks, as well as the knowledge and experience he has gained about the Company’s business and contributions he has made during his tenure as a director of the Company, MSG Entertainment, MSG Networks, AMC Networks and Cablevision, our Board has concluded that Charles F. Dolan should serve as a director of the Company.

CHARLES P. DOLAN – Age 33

 

Class B Director since September 30, 2015

Committee Membership: None

Other Public Company Directorships: MSG Entertainment

Career Highlights

Mr. Dolan is an employee of Knickerbocker Group, LLC, an entity owned by James L. Dolan, since 2010. Mr. Dolan has served as a director of MSG Entertainment since April 2020, and previously served as a director of MSG Networks from 2010 to 2015. He is a graduate of New York University and has significant familiarity with the business of the Company as a member of the third generation of Cablevision’s founding family. Charles P. Dolan is the son of James L. Dolan, the stepson of Kristin A. Dolan, the brother of Ryan T. Dolan, the grandson of Charles F. Dolan, the nephew of Marianne Dolan Weber, Thomas C. Dolan and Brian G. Sweeney and the cousin of Paul J. Dolan.

Key Skills & Experience

In light of his familiarity with the Company’s business, being a member of the third generation of Cablevision’s founding family, as well as the knowledge and experience he has gained about the Company’s business and the contributions he has made during his tenure as a director of the Company, MSG Entertainment and MSG Networks, our Board has concluded that Charles P. Dolan should serve as a director of the Company.

 

 

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KRISTIN A. DOLAN – Age 54

 

Class B Director since September 30, 2015

Committee Membership: None

Other Public Company Directorships: AMC Networks, MSG Entertainment, MSG Networks, Revlon, Inc. and The Wendy’s Company

Career Highlights

Ms. Dolan is the founder and has been the Chief Executive Officer of 605, LLC, an audience measurement and data analytics company in the media and entertainment industries, since its inception in 2016. Ms. Dolan previously served as the Chief Operating Officer of Cablevision from 2014 until its sale in 2016. Prior to becoming Chief Operating Officer, Ms. Dolan served in various other roles at Cablevision, including: President of Optimum Services from 2013 to 2014; Senior Executive Vice President of Product Management and Marketing from 2011 to 2013; and Senior Vice President from 2003 to 2011. Ms. Dolan has served as a director of MSG Entertainment since April 2020, MSG Networks since 2018, Revlon, Inc. since 2017, The Wendy’s Company since 2017 and AMC Networks since 2011, and previously served as a director of Cablevision from 2010 until its sale in 2016 and MSG Networks from 2010 to 2015. Kristin A. Dolan is the spouse of James L. Dolan, the step-mother of Charles P. Dolan and Ryan T. Dolan, the daughter-in-law of Charles F. Dolan, the sister-in-law of Marianne Dolan Weber, Thomas C. Dolan and Brian G. Sweeney and the cousin by marriage of Paul J. Dolan.

Key Skills & Experience

In light of her experience as Chief Executive Officer of 605, LLC and in various positions at Cablevision, her service as a director of other public companies, as well as the knowledge and experience she has gained about the Company’s business and the contributions she has made during her tenure as a director of the Company, MSG Entertainment, MSG Networks, AMC Networks and Cablevision and her service as a director of other public companies, our Board has concluded that Kristin A. Dolan should serve as a director of the Company.

MARIANNE DOLAN WEBER – Age 63

 

Class B Director since December 9, 2016

Committee Membership: None

Other Public Company Directorships: AMC Networks and MSG Entertainment

Career Highlights

Ms. Dolan Weber is President of Heartfelt Wings Foundation since 2015 and a Member of the Board of Green Mountain Foundation Inc. since 2015. Ms. Dolan Weber served as Chairman of both the Dolan Family Foundation and the Dolan Children’s Foundation from 1999 to 2011 and Vice Chairman and Director of the Dolan Family Office, LLC from 1997 to 2011. Ms. Dolan Weber has served as a director of MSG Entertainment since April 2020 and AMC Networks since 2011 and previously served as a director of Cablevision from 2005 until its sale in 2016 and MSG Networks from 2010 to 2014. Marianne Dolan Weber is the daughter of Charles F. Dolan, the sister of James L. Dolan and Thomas C. Dolan, the sister-in-law of Brian G. Sweeney and Kristin A. Dolan, and the aunt of Charles P. Dolan and Ryan T. Dolan and the cousin of Paul J. Dolan.

Key Skills & Experience

In light of her experience as a member of Cablevision’s founding family and as former Chairman of the Dolan Family Foundation and her experience as the former Vice Chairman of the Dolan Family Office, LLC, as well as the knowledge and experience she has gained about the Company’s business and contributions she has made during her tenure as a director of Cablevision, the Company and MSG Entertainment, our Board has concluded that Marianne Dolan Weber should serve as a director of the Company.

 

 

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PAUL J. DOLAN – Age 62

 

Class B Director since December 11, 2019

Committee Membership: None

Other Public Company Directorships: J.M. Smucker Company, MSG Entertainment and MSG Networks

Career Highlights

Mr. Dolan is the Chairman and Chief Executive Officer of the Cleveland Indians Major League Baseball (“MLB”) 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 the MLB and is currently on the MLB’s Long Range Planning Committee, Ownership Committee and Diversity and Inclusion Committee. Mr. Dolan has been a director and member of the Executive Compensation Committee of the J.M. Smucker Company since 2006, and as of August 2017, has served as the Chair of the Executive Compensation Committee. Additionally, Mr. Dolan has served as a director of MSG Entertainment since April 2020, MSG Networks since 2015 and Dix & Eaton, a privately-owned communications and public relations firm, since 2014, and previously served as a director of Cablevision from 2015 until its sale in 2016. Mr. Dolan was Chairman and Chief Executive Officer of Fast Ball Sports Productions, a sports media company, from 2006 through 2012. Paul J. Dolan is the nephew of Charles F. Dolan, the cousin of James L. Dolan, Thomas C. Dolan, Marianne Dolan Weber, Charles P. Dolan and Ryan T. Dolan and a cousin by marriage of Brian G. Sweeney and Kristin A. Dolan.

Key Skills & Experience

In light of his extensive business and management experience in the sports and media industries, his experience as a member of Cablevision’s founding family, the experience he has gained during his tenure as a director of MSG Entertainment, MSG Networks and of Cablevision, and his service on the board of another public company, our Board has concluded, that Paul J. Dolan should serve as a director of the Company.

RYAN T. DOLAN – Age 31

 

Class B Director since December 11, 2019

Committee Membership: None

Other Public Company Directorships: MSG Entertainment

Career Highlights

Mr. Dolan is Vice President, Interactive Experiences of MSG Ventures, a wholly-owned subsidiary of MSG Entertainment, since June 2019, and previously served as Director, Interactive Experiences of the Company from 2016 to 2019. Mr. Dolan has served as a director of MSG Entertainment since April 2020. Mr. Dolan has played an integral role in the growth and development of MSG Ventures’ interactive gaming initiatives, and has significant familiarity with the business of the Company as a member of the third generation of Cablevision’s founding family. Ryan T. Dolan is the son of James L. Dolan, the stepson of Kristin A. Dolan, the brother of Charles P. Dolan, the grandson of Charles F. Dolan, the nephew of Marianne Dolan Weber, Thomas C. Dolan and Brian G. Sweeney and the cousin of Paul J. Dolan.

Key Skills & Experience

In light of his familiarity with the Company’s business, being a member of the third generation of Cablevision’s founding family, as well as the knowledge and experience he has gained about the Company’s business and contributions he has made during his tenure as a director of the Company and MSG Entertainment, our Board has concluded that Ryan T. Dolan should serve as a director of the Company.

 

 

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THOMAS C. DOLAN – Age 68

 

Class B Director since September 30, 2015

Committee Membership: None

Other Public Company Directorships: AMC Networks, MSG Entertainment and MSG Networks

Career Highlights

Mr. Dolan served as Executive Vice President — Strategy and Development, Office of the Chairman of Cablevision from 2008 until its sale in 2016. He was Chief Executive Officer of Rainbow Media Corp. from 2004 to 2005; Executive Vice President and Chief Information Officer of Cablevision from 2001 until 2005; Senior Vice President and Chief Information Officer of Cablevision from 1996 to 2001; Vice President and Chief Information Officer of Cablevision from 1994 to 1996; General Manager of Cablevision’s East End Long Island cable system from 1991 to 1994; and System Manager of Cablevision’s East End Long Island cable system from 1987 to 1991. Mr. Dolan has served as a director of MSG Entertainment since April 2020, AMC Networks since 2011 and MSG Networks since 2010 and previously served as a director of Cablevision from 2007 until its sale in 2016. Thomas C. Dolan is the son of Charles F. Dolan, the brother of James L. Dolan and Marianne Dolan Weber, the brother-in-law of Brian G. Sweeney and Kristin A. Dolan, the cousin of Paul J. Dolan and the uncle of Charles P. Dolan and Ryan T. Dolan.

Key Skills & Experience

In light of his experience as a member of Cablevision’s founding family and in various positions with Cablevision, as well as the knowledge and experience he has gained about the Company’s business and contributions he has made during his tenure as a director of the Company, MSG Entertainment, MSG Networks, AMC Networks and Cablevision, our Board has concluded that Thomas C. Dolan should serve as a director of the Company.

JOSEPH M. COHEN – Age 73

 

Class A Director since April 17, 2020

Committee Membership: Compensation (Chair)

Other Public Company Directorships: MSG Networks

Career Highlights

Mr. Cohen is Chairman and Chief Executive Officer of West Ridge Associates, a sports and media consulting firm, since 2013. West Ridge’s clients include Platinum Equities, a private equity firm, the Cleveland Indians and Arizona Diamondbacks of Major League Baseball, and The Switch, a broadcast transmission facilities provider. Mr. Cohen has served as an independent consultant of The Switch since May 2020 and previously served as President of Sports at The Switch from 2013 to 2018 (as an employee) and from 2018 through May 2020 (as an independent consultant). He was Chief Executive Officer and Principal Owner of The Switch predecessor companies Hughes Television Network (1985-1989) and HTN Communications, LLC (2003-2013). Mr. Cohen served in various senior executive roles with Madison Square Garden while the business was part of Cablevision and was President of MSG Networks (1977-1985), when he was a member of the NBA and NHL television committees. He returned as Executive Vice President of MSG Media & Development from (1995-2002). Mr. Cohen was Chairman of the Los Angeles Kings of the NHL (1993-1995), also serving on the NHL Board of Governors. He was President of Spectacor West and Chief Executive Officer of Spectacor Films (1991-1993), serving on the board of Allied Communications, Inc., an independent film distribution company. He was also co-founder and a director of USA Network (1977-1981). Mr. Cohen has served as a director of MSG Networks since June 2020. He also serves as a director of Joe Torre’s Safe At Home Foundation and Maccabi World Union. He serves as a director emeritus of the March of Dimes and trustee emeritus of the California Institute of the

 

 

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Arts. Recognition of Mr. Cohen includes the Sports Broadcasting Hall of Fame and the WWE Hall of Fame, the Sports Business Journal’s Champions Class of 2016, Ellis Island Medal of Honor and Billboard Magazine’s Facilities Manager of the Year (1974 and 1976).

Key Skills & Experience

In light of Mr. Cohen’s experience as a former executive of MSG Networks, his long-term experience as a senior executive of other companies and his knowledge of the sports, entertainment and media industries, our Board has concluded, acting on the recommendation of the directors elected by holders of our Class A Common Stock, that Mr. Cohen should be elected to serve as a director of the Company.

STEPHEN C. MILLS – Age 61

 

Class B Director since April 17, 2020

Committee Membership: None

Other Public Company Directorships: MSG Networks, Selective Insurance Group, Inc.

Career Highlights

Mr. Mills served as President from 2017 to 2020 and Executive Vice President and General Manager from 2013 to 2017 of the New York Knicks, which is owned by the Company. Prior to joining the New York Knicks, he served as a Partner at Athletes & Entertainers Wealth Management Group, LLC from 2009 to 2013, the Chief Operating Officer and Sports Business President of MSG Networks from 2003 to 2009, and in various roles at the NBA from 1984 to 2000. Mr. Mills has served as a director of MSG Networks since October 2020 and Selective Insurance Group, Inc. since September 2020 and as a Trustee of Ariel Investments since 2015. Mr. Mills has also served on the board of advisors for the Hospital for Special Surgery since 2011, as a director of Harlem Junior Tennis since 2017 and as a director of the Princeton University Varsity Club since 2010. He previously served as a trustee of USA Basketball from 1992 to 2000 and the Basketball Hall of Fame from 1992 to 2000.

Key Skills & Experience

In light of Mr. Mills’ experience as a former executive of the Company, his experience at other companies and the NBA and his knowledge of the sports industry, our Board has concluded, acting on the recommendation of the directors elected by holders of our Class B Common Stock, that Mr. Mills should be elected to serve as a director of the Company.

 

 

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RICHARD D. PARSONS – Age 72

 

Class A Director since September 30, 2015

Committee Membership: None

Other Public Company Directorships: Lazard Ltd. and The Estée Lauder Companies Inc.

Career Highlights

Mr. Parsons is a co-founder and partner of Imagination Capital LLC, a venture capital firm launched in November 2017, and has been a Senior Advisor for Providence Equity Partners LLC, a global private equity and investment firm, since 2009. Mr. Parsons previously served as a director of MSG Networks from 2010 to May 2014 and again from September 2014 to 2015. He also served as the interim Chief Executive Officer of the Los Angeles Clippers from May 2014 to September 2014. Mr. Parsons was Chairman of Citigroup Inc. from 2009 to 2012 and was a director of Citigroup from 1996 until 2012. Prior to that, he was Chairman of the Board of Time Warner from 2003 to 2008; Chief Executive Officer of Time Warner from 2002 to 2007; Co-Chief Operating Officer of AOL Time Warner from 2001 to 2002; President of Time Warner from 1995 to 2000; Chairman and Chief Executive Officer of Dime Bancorp from 1990 to 1995; and President and Chief Operating Officer of Dime Bancorp from 1988 to 1990. He was a Partner of Patterson, Belknap, Webb & Tyler law firm from 1979 to 1988. Mr. Parsons has served as a director of The Estée Lauder Companies Inc. since 1999, Lazard Ltd. since 2012, and CBS Corporation from September 9, 2018 to October 21, 2018. In addition, Mr. Parsons served as Interim Chairman of the Board of Directors of CBS Corporation from September 25, 2018 to October 21, 2018. Mr. Parsons is Chairman of the Apollo Theater Foundation and the Jazz Foundation of America and is a director of the Commission on Presidential Debates.

Key Skills & Experience

In light of Mr. Parsons’ extensive skills and wide-ranging experience arising from his roles as legal counsel, executive officer and outside director and an independent Chairman of the Board of other public companies, in areas such as consumer business, professional sports, corporate governance, financial reporting, risk management, compensation and corporate affairs, in addition to the knowledge and experience he has gained about the Company’s business and the contributions he has made during his tenure as a director of the Company and a former director of MSG Networks, our Board has concluded that Richard D. Parsons should serve as a director of the Company.

 

 

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NELSON PELTZ – Age 78

 

Class A Director since September 30, 2015

Committee Membership: None

Other Public Company Directorships: Sysco Corporation, The Procter & Gamble Company and The Wendy’s Company

Career Highlights

Mr. Peltz has served as the Chief Executive Officer and a founding partner of Trian Fund Management, L.P., a management company for various investment funds and accounts, since its formation in 2005. From 1993 until 2007, Mr. Peltz served as Chairman and Chief Executive Officer of The Wendy’s Company (formerly known as Triarc Companies, Inc.), which during that time period owned Arby’s Restaurant Group, Inc. and Snapple Beverage Group, as well as other consumer and industrial businesses. Mr. Peltz has served as The Wendy’s Company’s non-executive Chairman since 2007. In addition, Mr. Peltz has served as a director of The Procter & Gamble Company since March 2018 and Sysco Corporation since 2015. Mr. Peltz previously served as a director of MSG Networks from 2014 to 2015, Mondelēz International, Inc. from 2014 to 2018, Legg Mason, Inc. from 2009 to 2014 and 2019 to July 2020, Ingersoll-Rand plc from 2012 to 2014 and H. J. Heinz Company from 2006 to 2013.

Key Skills & Experience

Mr. Peltz was recognized by The National Association of Corporate Directors in 2010, 2011 and 2012 as among the most influential people in the global corporate governance arena. In light of Mr. Peltz’s more than 40 years of business and investment experience, including as the Chairman and Chief Executive Officer of public companies, his extensive experience working with management teams and boards of directors, and in acquiring, investing in and building companies and implementing operational improvements at the companies with which he has been involved, his strong operating experience and strategic planning skills and strong relationships with institutional investors, investment banking and capital markets advisors and others that can be drawn upon for the Company’s benefit, and the knowledge and experience he has gained about the Company’s business and the contributions he made during his tenure as a director of the Company and a former director of MSG Networks, our Board has concluded that Nelson Peltz should serve as a director of the Company.

 

 

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ALAN D. SCHWARTZ – Age 70

 

Class B Director since September 30, 2015

Committee Membership: None.

Other Public Company Directorships: None

Career Highlights

Mr. Schwartz is Executive Chairman of Guggenheim Partners, LLC since 2009 and has previously served as consultant for Rothschild Inc. from 2008 to 2009, and various roles at The Bear Stearns Companies, Inc., including: Chief Executive Officer from January 2008 to March 2008; President and Co-Chief Operating Officer from 2007 to 2008; and Co-President from 2001 to 2007. Mr. Schwartz is currently a director of Marvin & Palmer Associates, Inc., and previously served as a director of MSG Networks from 2010 to 2015 and AMC Networks from 2011 to 2016. He is a trustee of NYU Langone Health and the American Foundation for AIDS Research, a trustee emeritus of Duke University, a member of the boards of the Robin Hood Foundation, the Clinton Health Access Initiative, Helena Special Investments and the National Medal of Honor Museum and an emeritus member of the board of MENTOR: The National Mentoring Partnership.

Key Skills & Experience

In light of his experience as an investment banker, his experience as a senior executive of other businesses, his service as a director of other public companies and charitable institutions, as well as the knowledge and experience he has gained about the Company’s business and the contributions he has made during his tenure as a director of the Company, MSG Networks and AMC Networks, our Board has concluded that Alan D. Schwartz should serve as a director of the Company.

IVAN SEIDENBERG – Age 73

 

Class A Director since April 17, 2020

Committee Membership: Audit, Compensation

Other Public Company Directorships: None.

Career Highlights

Mr. Seidenberg has served as an Advisory Partner of Perella Weinberg Partners since 2012. Previously, Mr. Seidenberg served as Chief Executive Officer of Verizon Communications, Inc., a telecommunications provider, from 2002 to 2011. He also served as Chairman of the board of Verizon from 2004 to 2011. He previously served as Chairman and Chief Executive Officer of Bell Atlantic Corporation and NYNEX Corporation, Verizon’s predecessor companies, from 1995 to 2002. Mr. Seidenberg previously served as a director of Blackrock Inc. from 2011 to May 2020 and Boston Properties Inc. from 2014 to 2016.

Key Skills & Experience

In light of Mr. Seidenberg’s experience as a senior executive and director of other public companies, our Board has concluded, acting on the recommendation of the directors elected by holders of our Class A Common Stock, that Mr. Seidenberg should be elected to serve as a director of the Company.

 

 

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BRIAN G. SWEENEY – Age 56

 

Class B Director since September 30, 2015

Committee Membership: None

Other Public Company Directorships: AMC Networks, MSG Entertainment and MSG Networks

Career Highlights

Mr. Sweeney served as the President of Cablevision from 2014 and President and Chief Financial Officer of Cablevision from 2015 until its sale in 2016. Previously, Mr. Sweeney served in various other roles at Cablevision, including: Senior Executive Vice President, Strategy and Chief of Staff from 2013 to 2014; Senior Vice President — Strategic Software Solutions from 2012 to 2013; and Senior Vice President — eMedia from 2000 to 2012. Mr. Sweeney has served as a director of MSG Entertainment since April 2020, AMC Networks since 2011 and MSG Networks since 2010 and previously served as a director of Cablevision from 2005 until its sale in 2016. Brian G. Sweeney is the son-in-law of Charles F. Dolan, the brother-in-law of James L. Dolan, Marianne Dolan Weber, Thomas C. Dolan and Kristin A. Dolan, the uncle of Charles P. Dolan and Ryan T. Dolan and the cousin by marriage of Paul J. Dolan.

Key Skills & Experience

In light of his experience in various positions with Cablevision, as well as the knowledge and experience he has gained about the Company’s business and contributions he has made during his tenure as a director of the Company, MSG Networks, AMC Networks, and Cablevision, our Board has concluded that Brian G. Sweeney should serve as a director of the Company.

VINCENT TESE – Age 77

 

Class B Director since September 16, 2015

Committee Membership: Audit (Chair), Compensation

Other Public Company Directorships: AMC Networks , Intercontinental Exchange, Inc. and MSG Entertainment

Career Highlights

Mr. Tese served as Executive Chairman of FCB Financial Holdings, Inc. (formerly known as Bond Street Holdings, LLC) from 2009 until January 2019 and Executive Chairman of its subsidiary Florida Community Bank from 2010 until January 2019. Mr. Tese served as New York State Superintendent of Banks from 1983 to 1985, Chairman and Chief Executive Officer of the New York State Urban Development Corporation from 1985 to 1987, Director of Economic Development for New York State from 1987 to 1994 and Commissioner and Vice Chairman of the Port Authority of New York and New Jersey from 1991 to 1995. Mr. Tese was the Commissioner of the Department of Economic Development and Chairman of both the Science and Technology Foundation and the Job Development Authority. Mr. Tese has served as Chairman of the board of ICE Clear Credit LLC since 2013, and as a director of AMC Networks since 2016, MSG Entertainment since April 2020 and Intercontinental Exchange, Inc. since 2004. Mr. Tese has also served as a director of New York Racing Association, Inc., and a trustee of New York Presbyterian Hospital since 1996 and New York University School of Law. Mr. Tese previously served as a director of Cablevision from 1996 until its sale in 2016, MSG Networks from 2010 to 2015, FCB Financial Holdings, Inc. from 2010 until January 2019 and Mack-Cali Realty Corporation from 1997 until June 2019. He also served as a director of Gabelli Asset Management, National Wireless Holdings, Inc., and The Bear Stearns Companies, Inc. from 1994 to 2008.

 

 

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Key Skills & Experience

In light of his experience as the Chief Executive Officer of the New York State Urban Development Corporation, his other government service, his experience as the executive chairman of private companies, his service as a director of other public companies, as well as the knowledge and experience he has gained about the Company’s business and the contributions he has made during his tenure as a director of the Company, MSG Networks, AMC Networks and Cablevision, our Board has concluded that Vincent Tese should serve as a director of the Company.

ANTHONY J. VINCIQUERRA – Age 66

 

Class A Director since April 17, 2020

Committee Membership: Audit

Other Public Company Directorships: Qualcomm Incorporated and Sony Pictures Entertainment Inc.

Career Highlights

Mr. Vinciquerra has served as Chairman of the Board and Chief Executive Officer of Sony Pictures Entertainment Inc., a film entertainment company and wholly-owned subsidiary of Sony Corporation, since June 2017. Mr. Vinciquerra previously served as a Senior Advisor to Texas Pacific Group (TPG), a private equity company, in the technology, media and telecom sectors from 2011 to 2017, Chairman of Fox Networks Group, a television entertainment company, from 2008 to 2011, and President and Chief Executive Officer of Fox Networks Group from 2002 to 2011. Mr. Vinciquerra has served as a director of Qualcomm Incorporated since 2015 and previously served as a director of Pandora Media, Inc. from 2016 to 2017, Univision Communications, Inc. from 2011 to 2017, Motorola Mobility Holdings, Inc. from 2011 to 2012 and DirecTV from 2013 to 2015.

Key Skills & Experience

In light of Mr. Vinciquerra’s experience as a senior executive and director of other public companies, our Board has concluded, acting on the recommendation of the directors elected by holders of our Class A Common Stock, that Mr. Vinciquerra should be elected to serve as a director of the Company.

 

 

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PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

The Audit Committee, comprised of independent members of the Board, appoints our independent registered public accounting firm (the independent auditors) with respect to our operations for each fiscal year. KPMG LLP (“KPMG”) audited our financial statements for the fiscal year ended June 30, 2020, and the Audit Committee has appointed KPMG as our independent registered public accounting firm with respect to our operations for the fiscal year ending June 30, 2021. However, the Audit Committee is currently conducting a review of its independent registered public accounting firm for the fiscal year ending June 30, 2021 and may decide to appoint a different independent registered public accounting firm prior to or after the 2020 annual meeting if it determines that such a change would be in the best interests of the Company and its stockholders.

Unless the Audit Committee appoints a new independent registered public accounting firm, KPMG will audit our financial statements for the fiscal year ending June 30, 2021.

Unless the Audit Committee appoints a new independent registered public accounting firm prior to the annual meeting, representatives of KPMG will participate in the 2020 annual meeting to answer appropriate questions.

We are asking that you ratify the appointment of our independent registered public accounting firm, which is currently KPMG, although your ratification is not required. Even if the selection of the Company’s independent registered public accounting firm is ratified at the 2020 annual meeting, the Audit Committee may, in its discretion, select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders.

If the Audit Committee appoints a new independent registered public accounting firm prior to the 2020 annual meeting, the Company will file supplemental proxy materials disclosing such appointment. The persons named on the proxy card will be authorized to vote your shares on Proposal 2 as you (or your broker) have instructed whether or not the Audit Committee appoints a new independent registered public accounting firm.

Approval of this proposal requires the favorable vote of the majority of the votes cast by the holders of our Company Stock, voting together as a single class. In accordance with our Certificate of Incorporation, holders of our Class A Common Stock will have one vote per share and holders of our Class B Common Stock will have ten votes per share.

 

 

The Board unanimously recommends that you vote FOR this proposal.

 

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AUDIT COMMITTEE MATTERS

 

The following table provides information about fees billed for services rendered by KPMG, our independent registered public accounting firm, for

our fiscal years ended June 30, 2020 and June 30, 2019, respectively:

 

 

     Fiscal Year Ended June 30,
             2020                    2019        

Audit fees(1)

     $ 1,904,040      $ 1,986,237

Audit-related fees(2)

     $ 4,875,762      $ 2,433,305

Tax fees(3)

     $ 2,284,411      $ 1,226,740

All other fees(4)

     $ 1,312,938      $ 253,568

 

(1)

Audit fees of the Company in the fiscal years ended June 30, 2020 and 2019, consisted of fees for services rendered for the integrated audit of the Company’s consolidated financial statements and of its internal control over financial reporting for review of the interim consolidated financial statements included in quarterly reports and for services in connection with statutory audits.

 

(2)

Audit-related fees of the Company in the fiscal year ended June 30, 2020 and 2019, consisted primarily of fees for services relating to the MSGE Distribution as well as fees for certain regulatory filings and contractually-required audits, and other audit support services. Additional fees paid to KPMG of $167,713 and $153,300 for the fiscal years ended June 30, 2020 and 2019, respectively, related to the audits of the Garden of Dreams Foundation and certain retirement plans and are not reflected in the amounts above as these were paid directly by those respective entities.

 

(3)

Tax fees of the Company in the fiscal year ended June 30, 2020 and 2019, consisted primarily of advisory fees for services relating to the MSGE Distribution, as well as fees for business development activities and federal, state and foreign tax matters.

 

(4)

All other fees of the Company in the fiscal year ended June 30, 2020, consisted primarily of advisory fees for services relating to technology infrastructure. The scope of the services are operational and relate to non-financial and non-risk management policies, processes, systems or controls.

 

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 its

Chairman provided that any such services are subsequently ratified by the entire Audit Committee. All of the services for which fees were disclosed were pre-approved under the Audit Committee’s pre-approval policy.

 

 

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REPORT OF AUDIT COMMITTEE

The Audit Committee assists the Board in its oversight of the Company’s financial reporting, internal controls, and audit functions. As set forth in the charter of the Audit Committee, management of the Company is responsible for the preparation, presentation and integrity of the Company’s financial statements, the Company’s accounting and financial reporting principles, and the Company’s internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Following the MSGE Distribution Date, the Company’s Internal Audit function is provided to the Company by the Internal Audit Department of MSG Entertainment through an agreement with MSG Entertainment. The Internal Audit function provides the Audit Committee and management an independent review function, including reviewing and evaluating the adequacy, effectiveness, and quality of the Company’s system of internal controls.

The Company’s independent registered public accounting firm, KPMG, is responsible for auditing the Company’s financial statements and internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”) and expressing an opinion on the conformity of the consolidated financial statements to U.S. generally accepted accounting principles (“U.S. GAAP”) and on the effectiveness of the Company’s internal control over financial reporting.

In the performance of its oversight function, the Audit Committee has reviewed and discussed with management and KPMG the audited financial statements and its evaluation of the Company’s internal control over financial reporting. The Audit Committee discussed with KPMG the matters required to be discussed pursuant to PCAOB Auditing Standard No. 1301 (Communications with Audit Committees). The Audit Committee received the written disclosures and the letter from KPMG required by applicable requirements of the PCAOB regarding the independent auditor’s communications with the Audit Committee regarding independence, and the Audit Committee discussed with KPMG the firm’s independence. All audit and non-audit services performed by KPMG must be specifically approved by the Audit Committee or by its Chairman (and subject to ratification by the full committee).

As part of its responsibilities for oversight of the risk management process, the Audit Committee has reviewed and discussed the Company’s risk assessment and risk management framework, including discussions of individual risk areas as well as a summary of the overall process.

The Audit Committee discussed with the Company’s Internal Audit function and KPMG, the overall scope of and plans for their respective audits. For the fiscal year ended June 30, 2020, the Audit Committee met with: (i) prior to the MSGE Distribution, the head of the Company’s Internal Audit Department; and (ii) following the MSGE Distribution, the head of the Internal Audit Department of MSG Entertainment (who oversees the provision of internal audit services to the Company under an agreement with MSG Entertainment) and, in each case, representatives of KPMG, in regular and executive sessions, to discuss the results of their examinations related to the Company, the evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting and compliance programs.

Based upon the reports, reviews and discussions described in this report, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s 2020 Form 10-K that was filed with the SEC.

Members of the Audit Committee

Ivan Seidenberg

Vincent Tese (Chair)

Anthony J. Vinciquerra

 

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LETTER FROM THE COMPENSATION COMMITTEE

Dear Fellow Stockholder,

The Compensation Committee believes in the importance of motivating executives with a pay-for-performance compensation structure that aligns with the Company’s strategy. To that end, each year, the Compensation Committee evaluates the program and makes compensation decisions within the context of four over-arching principles that we believe establish pay and performance alignment and appropriately motivate our executive officers:

 

 

A significant portion of each executive officer’s compensation opportunity should be at risk based on Company and stock performance;

 

 

Long-term incentives should generally comprise a greater proportion of total compensation than short-term incentives;

 

 

Equity compensation should be a meaningful component of total compensation in order to establish a direct alignment of interests between executive officers and our stockholders; and

 

 

We should attract, retain, motivate and reward the best talent in a competitive industry.

During the 2020 fiscal year, management of the Company has engaged with holders of approximately two thirds of our Class A Common Stock to discuss our Board, governance and compensation practices, with the specific goal of seeking stockholder feedback. The Compensation Committee also seeks to include the input of our stockholders in the regular evaluation of our programs and welcomes continued stockholder feedback regarding our executive compensation practices.

Further detail on our compensation program and 2020 fiscal year compensation is included in the following Compensation Discussion & Analysis. We are committed to maintaining a compensation structure that aligns pay with performance and effectively motivates our executive officers to continue driving long-term value creation for our stockholders.

Members of the Compensation Committee

Joseph M. Cohen (Chair)

Ivan Seidenberg

Vincent Tese

 

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COMPENSATION DISCUSSION & ANALYSIS

 

This Compensation Discussion & Analysis provides a discussion of our compensation philosophy and 2020 fiscal year compensation for

the following named executive officers (the “current NEOs”):

 

 

James L. Dolan   Executive Chairman
Andrew Lustgarten   President and Chief Executive Officer
Victoria M. Mink   Executive Vice President, Chief Financial Officer and Treasurer
Lawrence J. Burian   Executive Vice President and General Counsel
Alexander Shvartsman   Senior Vice President, Controller and Principal Accounting Officer

COMPENSATION DISCLOSURE CONSIDERATIONS RELATED TO THE SEPARATION OF THE COMPANY AND MSG ENTERTAINMENT

 

 

On April 17, 2020, The Madison Square Garden Company (NYSE: MSG) spun off its entertainment and sports bookings businesses into a separately publicly traded company, MSG Entertainment Spinco, Inc. In connection with the separation, The Madison Square Garden Company changed its name to Madison Square Garden Sports Corp. (NYSE: MSGS) and MSG Entertainment Spinco, Inc. changed its name to Madison Square Garden Entertainment Corp. (NYSE: MSGE).

Philip D’Ambrosio and Joseph F. Yospe did not continue as officers of the Company following the MSGE Distribution (the “Former Executives” and

together with the current NEOs, collectively, the “NEOs”), but for purposes of this Compensation Discussion & Analysis are deemed to be named executive officers.

Following the MSGE Distribution, Messrs. Dolan and Lustgarten serve as officers and employees of both the Company and MSG Entertainment.

This Compensation Discussion and Analysis describes the specific arrangements that the Company had in place for our NEOs in the fiscal year ended June 30, 2020, as well as a discussion of our compensation philosophy for the NEOs with respect to that year.

 

 

EXECUTIVE SUMMARY

 

 

Business Overview

The Company owns and operates a portfolio of assets featuring some of the most recognized teams in all of sports, including the Knicks of the NBA and the Rangers of the NHL. Both the Knicks and the Rangers play their home games in The Garden, also known as The World’s Most Famous Arena. The Company’s other professional franchises include two development league teams — the Hartford Wolf Pack of the AHL and the Westchester Knicks of the NBAGL. In addition, the Company owns Knicks Gaming, an esports franchise that competes in the NBA 2K

League, as well as a controlling interest in CLG, a North American esports organization. The Company also operates two professional sports team performance centers — the Madison Square Garden Training Center in Greenburgh, NY and the CLG Performance Center in Los Angeles, CA.

Fiscal 2020 Operational Highlights & Impact of the COVID-19 Pandemic on Our Business

The MSGE Distribution occurred on April 17, 2020 and, therefore, the operational highlights for the fiscal year ending June 30, 2020 reflect the

 

 

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performance of our sports business, as well as the entertainment business prior to the date of the MSGE Distribution. Fiscal 2020 was a noteworthy year as we successfully executed against a number of pivotal strategic priorities, including:

 

  The completion of the MSGE Distribution, a transaction that we believe sets the stage for long-term value creation for our shareholders; and

 

  Entering into an agreement for the $400 million sale of the Forum, which was consummated by MSG Entertainment on May 1, 2020.

Furthermore, prior to the onset of the COVID-19 pandemic, which resulted in the temporary shutdown of our operations in mid-March, our Company was experiencing positive momentum across a number of its businesses in fiscal 2020, with highlights including:

 

  The highest grossing run ever for the Christmas Spectacular production;

 

  Continued strength in MSG Sports revenues prior to the suspensions of the 2019-2020 NBA and NHL seasons;

 

  Generating a combined average season ticket renewal rate of over 90% for the 2019-20 Knicks and Rangers seasons;

 

  A bookings business that was pacing to deliver a record number of events in fiscal 2020;

 

  Tao Group Hospitality was tracking towards generating strong year-over-year growth in adjusted operating income; and

 

  Significant progress on construction and content development for MSG Sphere in Las Vegas.

As is the case with businesses around the world, the COVID-19 pandemic materially impacted our business operations and financial performance

during the final three and half months of the 2020 fiscal year. On March 11 and 12, 2020, the NBA and NHL, respectively, suspended their 2019-20 seasons due to the COVID-19 pandemic. At the time of the suspension, our teams had already played the vast majority of their regular season games. On May 26, 2020, the NHL announced return-to-play plans in the cities of Toronto and Edmonton for 24 teams, which began August 1, 2020. The Rangers were among the teams that returned to play in Toronto. On June 4, 2020, the NBA announced plans to resume play on July 30, 2020 with 22 teams in Orlando. The Knicks were not among the teams that returned to competition.

Given the level of uncertainty due to the COVID-19 pandemic, we are managing our business with an eye towards reducing expenses and conserving liquidity until we are able to resume our regular operations. Since March 2020, we have closely reviewed our entire cost structure and liquidity profile and have taken many key strategic measures to strengthen the Company’s position during these unprecedented times, including:

 

  Cuts to discretionary spending and a reduction of the cost of approximately 50 full-time business operations and administrative employees;

 

  Entry into $110 million and $90 million delayed draw term loan facilities with MSGE, providing us with over $290 million in liquidity between cash on hand as of June 30, 2020 and availability under our credit facilities;

 

  Realized net cost-savings as a result of a reduction in expenses payable to MSGE under our Arena License Agreements and our Transition Services Agreement; and

 

  Pursuing other cost savings initiatives with third parties.

The Company remains focused on navigating these unprecedented challenges while protecting the health and well-being of our guests, athletes,

 

 

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employees, and communities and positioning our business for an accelerated recovery. In addition, we have taken steps to help our employees through these challenging times, such as providing financial support for former venue employees when our venues initially closed, and establishing The MSG Relief Fund, which awarded funds to over 1,000 employees in need of assistance.

The COVID-19 pandemic is having and will likely continue to have a significant and negative impact on our operations and financial performance, unlike anything we have encountered before. In this context, the Compensation Committee worked to balance the following considerations in making incentive compensation determinations with respect to the 2020 fiscal year:

 

  The Company’s need to maintain dedicated, experienced leadership to help guide the Company through the impact of COVID-19 on its business operations;

 

  The critical importance of retaining the current workforce, who have taken on additional responsibilities in response to the reduction in overall personnel and are essential to ensuring that the Company can make progress on its key strategic initiatives and remain poised to resume full operations quickly and efficiently when appropriate;

 

  The Company’s many operating successes and accomplishments related to its strategic initiatives for fiscal year 2020 prior to the impact of COVID-19;

 

  Despite the impact of COVID-19, the successful execution of pivotal strategic objectives, including the MSGE Distribution in April 2020 and the commitment to sell the Forum, which was completed by MSG Entertainment in May 2020; and

 

  The significant actions taken by management to cut costs and better preserve cash during
   

this period of uncertainty, as well as to position the Company for success once it can fully resume business operations.

See “Annual Cash Incentives” below for more information.

Stockholder Engagement & Responsiveness

During the 2020 fiscal year, we engaged with holders of approximately two-thirds of our Class A Common Stock concerning our Board, governance and executive compensation practices, with the specific goal of seeking stockholder feedback.

The Compensation Committee has incorporated various aspects of stockholder feedback into our current pay practices over time. In seeking to continue our efforts to align our compensation practices with long-term stockholder interests, the Committee seeks out and values opportunities to receive stockholder feedback. We look forward to continuing to receive such feedback to inform the regular, ongoing review of our programs.

Executive Compensation Program Objectives and Philosophy

The Company is a sports business comprised of dynamic and powerful assets and brands. We operate in specialized industries and our executive officers have substantial and meaningful professional experience in these industries. The Company places great importance on its ability to attract, retain, motivate and reward experienced executive officers who can drive our business objectives and achieve strong financial, operational and stock price performance as well as long-term value creation. The Compensation Committee has designed executive compensation policies and programs that are consistent with, explicitly linked to, and supportive of the financial and strategic objectives of growing the Company’s businesses and driving long-term stockholder value.

 

 

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Our Compensation Committee has designed a program that reflects four key overarching

executive compensation principles:

 

 

 

Principle

 

 

Implementation

 

   
A significant portion of compensation opportunities should be at risk.  

•  The majority of executive compensation is at risk and based on stockholder returns as well as the Company’s performance against predetermined financial performance targets.

 

 

Long-term performance incentives should generally outweigh short-term performance incentives.  

•  Incentive compensation focuses more heavily on long-term rather than short-term accomplishments and results.

 

Executive officers should be aligned with our stockholders through equity compensation.  

•  Equity-based compensation comprises a substantial portion of executive compensation, ensuring alignment with stockholder interests.

 

The compensation structure should enable the Company to attract, retain, motivate and reward the best talent.  

•  The overall executive compensation program is competitive, equitable and thoughtfully structured so as to attract, retain, motivate and reward talent.

 

•  The Compensation Committee focuses on total direct compensation, as well as individual compensation elements when providing competitive compensation opportunities.

 

 

In designing our executive compensation program, the Compensation Committee seeks to fulfill these objectives by maintaining appropriate balances between (1) short-term and long-term compensation, (2) cash and equity compensation, and (3) performance-based and time-based vesting of compensation.

Elements of Compensation

The Company compensates its NEOs through base salary, annual incentive awards, long-term incentive awards, perquisites and benefit programs. Our annual and long-term incentive programs provide performance-based incentives for our NEOs tied to key financial and strategic measures that generate long-term stockholder value and reward sustained achievement of the Company’s key financial goals. The Company

considers Total Company Net Revenue and AOI to be the key measures of its operating performance. As such, our Compensation Committee has reflected these performance measures in our annual incentive awards and long-term incentive performance equity awards, along with other specific strategic and operating measures. The Company’s long-term incentive program also includes restricted stock units whose value is tied to the performance of the market value of the Company’s Class A Common Stock. In order to further align compensation opportunities with the Company’s strategic vision and focus on growth, the Compensation Committee has also occasionally granted certain awards in the form of stock options, where appropriate, which support the goal of generating long-term stockholder value.

 

 

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The table below summarizes the elements of our compensation program as in effect for fiscal

year 2020, and how each element supports the Company’s compensation objectives:

 

 

     

 

Component

 

 

 

Performance Link

 

 

 

Description

 

Base

Salary

  Cash  

•  Fixed level of compensation determined primarily based on the role, job performance and experience

 

•  Intended to compensate NEOs for day-to-day services performed

       
Annual Incentive   Cash  

Financial (50%)

  Total Company Net Revenue (40%)  

 

•  Performance-based cash incentive opportunity

 

•  Designed to be based on the achievement of pre-determined financial and strategic performance measures approved by the Compensation Committee

 

Company

AOI (60%)

 

 

Strategic (50%)

 

Strategic Objectives

Long-

Term Incentive

  Performance Stock Units (50%)  

Total Company Net Revenue (50%)(1)

 

 

•  Financial performance targets are pre-determined by the Compensation Committee and reflect our long-term financial goals

•  Cliff-vest after three years to the extent that financial performance targets measured in the last year of the three-year period are achieved

 

 

Company AOI (50%)(1)

 

  Restricted Stock Units (50%)  

 

Stock Price Performance

 

 

 

•  Share-based award establishes direct alignment with our stock price performance and stockholder interests

•  Vest ratably over three years

 

 

(1)

In September 2020, as a result of the MSGE Distribution, the Compensation Committee amended one of the performance metrics of the 2020 Performance Stock Units to Company AOI instead of Business Unit AOI. The other financial metric remains Total Company Net Revenue. The Total Company Net Revenue and AOI financial metrics also apply to the performance stock units granted in the 2021 fiscal year. See “— Elements of our Compensation Program — Long-term Incentives — Performance Stock Units – Target Setting” for more information.

 

Changes to the elements of our compensation program for the 2021 fiscal year are described below.

 

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2020 Fiscal Year Annual Compensation Opportunities Mix

As described above, the Company’s compensation program is designed with significant long-term performance-based and

at-risk components. For the 2020 fiscal year, a substantial majority of NEO compensation was at risk, with a majority of at-risk compensation granted in the form of long-term equity-based awards.

 

 

Executive Chairman Pay Mix(1)(2)   

President and Chief Executive Officer Pay Mix(1)(2)

 

LOGO    LOGO

 

Average NEO Pay Mix(1)

(excluding Executive Chairman and President and Chief Executive Officer)

 

LOGO

 

 

(1)

Reflects the allocation of base salary, annual target bonus opportunity, and long-term incentive award target value as set forth in each NEO’s employment agreement; excludes awards that are not considered standard annual compensation for the 2020 fiscal year.

 

(2)

Total does not equal 100% due to rounding.

 

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Sound Compensation Governance Practices

The Company’s executive compensation program is overseen by the wholly independent

Compensation Committee, with the support of an independent compensation consultant and independent legal counsel. We maintain a compensation program with strong governance features, including:

 

 

   

 

Compensation Practices

 

   

  Substantial proportion of compensation at risk (85% for President and Chief Executive Officer; 92% for Executive Chairman)
   

  Short- and long-term incentives earned based on the achievement of objective, pre-determined performance goals
   

  Stockholder feedback considered in Compensation Committee review of compensation program
   

  Anti-hedging/pledging
   

  No excise tax gross-up provisions
   

  Review of tally sheets for each NEO by Compensation Committee at least annually
   

  Fully independent Compensation Committee oversight of compensation decisions
   

  Compensation Committee utilizes support of an independent compensation consultant and independent legal counsel

COMPENSATION PROGRAM PRACTICES AND POLICIES

 

 

The following discussion describes the practices and policies implemented by the Compensation Committee during the fiscal year ended June 30, 2020. For the 2020 fiscal year, compensation for the NEOs was subject to employment agreements approved by the Company’s Compensation Committee. Information concerning the Company’s current employment agreements with each NEO is set forth below under “Executive Compensation Tables — Employment Agreements.”

In the Company’s most recent advisory “say-on-pay” proposal, which was held in 2019, a majority of stockholders voted to approve, on an advisory basis, the Company’s executive compensation. The Compensation Committee considered the results of this vote, as well as the Company’s ongoing discussions with stockholders, in its assessment and development of the compensation program.

Role of the 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 executive officers who are required to file reports with the SEC under Section 16(a) of the Exchange Act, evaluates their performance in light of those goals and objectives, and determines and approves their respective compensation levels based on this evaluation; (3) oversees the activities of the committee or committees administering our retirement and

 

 

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benefit plans; and (4) administers our stockholder-approved compensation plans. For more information about the Compensation Committee, please see “Board and Governance Practices — Committees — Compensation Committee.”

Role of the Independent Compensation Consultant

The Compensation Committee has authority under its charter to engage outside consultants to assist in the performance of its duties and responsibilities. Our Compensation Committee utilizes the services of ClearBridge Compensation Group LLC (the “independent compensation consultant”), an independent compensation consultant, to assist in determining whether the elements of our executive compensation program are reasonable and consistent with our objectives.

The independent compensation consultant collaborates with independent legal counsel and reports directly to the Compensation Committee and, at the request of the Compensation Committee, the independent compensation consultant meets with members of management from time to time for the purpose of gathering information on management proposals and recommendations to be presented to the Compensation Committee.

The services provided by the independent compensation consultant to the Compensation Committee during the fiscal year ended June 30, 2020 included:

 

  Attended all Compensation Committee meetings;

 

  Provided information, research, and analysis pertaining to our executive compensation program for the 2020 fiscal year;

 

  Regularly updated the Compensation Committee on market trends, changing practices and legislation pertaining to compensation;
  Assisted the Compensation Committee in making pay determinations for the executive officers;

 

  Assisted the Compensation Committee in making compensation decisions in connection with the entry into new employment agreements or employment agreement amendments with the: (i) Executive Chairman; (ii) President and Chief Executive Officer; (iii) Executive Vice President and General Counsel; and (iv) Senior Vice President, Controller and Principal Accounting Officer;

 

  Assisted with compensation-related matters related to the MSGE Distribution;

 

  Advised on the design of the executive compensation program and the reasonableness of individual compensation targets and awards;

 

  Conducted a compensation risk assessment;

 

  Provided advice and recommendations that incorporated both market data and Company-specific factors; and

 

  Assisted the Compensation Committee in connection with its review of non-management director compensation.

During the 2020 fiscal year, the independent compensation consultant provided no services to the Company other than those provided to the Compensation Committee.

The Compensation Committee charter requires the Compensation Committee to consider the NYSE independence factors before receiving advice from an advisor, despite the fact that such independence rules are not applicable to controlled companies. For the fiscal year ended June 30, 2020, the Compensation Committee concluded that the independent compensation consultant satisfies the independence requirements of the NYSE rules. In addition, the

 

 

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Compensation Committee believes that the independent compensation consultant’s work did not raise any conflicts of interest during the fiscal year ended June 30, 2020. In reaching this conclusion, the Compensation Committee considered the same rules regarding advisor independence.

Role of Executive Officers in Determining Compensation

The Compensation Committee reviews the performance and compensation of the Executive Chairman and the President and Chief Executive Officer and, following discussions with the independent compensation consultant, establishes each of their compensation. Senior management of the Company assists the Compensation Committee and the independent compensation consultant as described in this Compensation Discussion & Analysis, and provides to the Compensation Committee, either directly or through the independent compensation consultant, management’s recommendations on the compensation for executive officers other than the Executive Chairman and the President and Chief Executive Officer. 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 recommendations and discussions with the independent compensation consultant, the Compensation Committee determines and approves compensation for the executive officers.

Performance Objectives

As described below under “— Elements of Our Compensation Program,” performance-based incentive compensation is an important element of the Company’s executive compensation program.

Generally, the Compensation Committee has historically based the performance objectives for the Company’s incentive compensation on Total Company Net Revenues and on the AOI of the

Company and its business segments. As discussed in more detail below, for certain performance-based incentive compensation covering fiscal year 2020 performance, the Total Company Net Revenues and AOI measured the performance of both the Company and MSG Entertainment for the period following the MSGE Distribution. The Company considers these performance objectives to be key measures of the Company’s operating performance.

The Company defines “Total Company Net Revenue” as total revenue for all business units other than specified divisions where contribution is the measure used, in which cases Total Company Net Revenue includes the contribution of those units. Contribution is revenue less event-related expenses. In those instances, management believes it serves as a more meaningful measure of revenue.

The Company defines AOI, which is a non-U.S. GAAP financial measure, as operating income (loss) before (i) depreciation, amortization and impairments of property and equipment, goodwill and other intangible assets, (ii) share-based compensation expense or benefit, (iii) restructuring charges or credits, (iv) gains or losses on sales or dispositions of businesses, and (v) the impact of purchase accounting adjustments related to business acquisitions. Following the MSGE Distribution, deferred rent expense under the arena license agreements with MSG Entertainment is also excluded from AOI. Because it is based upon operating income (loss), AOI (loss) also excludes interest expense (including cash interest expense) and other non-operating income and expense items.

“Business Unit AOI,” which was a financial metric applicable to the 2018 Performance Stock Units (as defined herein) and previously a financial metric applicable to the 2020 Performance Stock Units, was based upon the AOI of the business segments less the cost of the Company’s long-term incentive program that is included as an expense of the segments. See “— Elements of our Compensation Program —

 

 

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Long-Term Incentives — Performance Stock Units — Target Setting” for more information

The performance measures used for purposes of annual incentives or long-term awards may contemplate certain potential future adjustments and exclusions.

Tally Sheets

The Compensation Committee has reviewed tally sheets prepared by the independent compensation consultant, setting forth all components of compensation payable, and the benefits accruing, to the NEOs for the fiscal year ended June 30, 2020, including all cash compensation, benefits, perquisites and the current value of outstanding equity-based awards. The tally sheets also set forth potential payouts to the NEOs upon various termination scenarios.

Determining Compensation Levels; Benchmarking

As part of the Compensation Committee’s review of the total compensation for the fiscal year ended June 30, 2020, the independent compensation consultant assisted the Compensation Committee in: (1) determining if a peer group should be used

for comparative purposes, (2) assessing executive compensation in light of internal and external considerations and (3) reviewing the Company’s equity and cash-based executive incentive programs, taking into account evolving market trends. The Compensation Committee, in consultation with the independent compensation consultant, considered broad market data (industry-related and general industry data) and multiple broad-based compensation surveys in order to appropriately assess compensation levels.

For the fiscal year ended June 30, 2020, the Compensation Committee, in consultation with the independent compensation consultant, determined not to utilize a peer group or target positioning in determining compensation given the limited number of comparable publicly-traded companies.

In addition to the market data documented above, the Compensation Committee considered internal information (historical compensation, job responsibility, experience, parity among executive officers, contractual commitments and attraction and retention of talent) to determine compensation.

 

 

ELEMENTS OF OUR COMPENSATION PROGRAM

 

 

Our executive compensation philosophy is reflected in the principal elements of our executive compensation program, each of which is important to the Company’s goal of attracting, retaining, motivating and rewarding highly-qualified executive officers. The compensation program included the following key elements for the fiscal year ended June 30, 2020: base salary, annual cash incentives, long-term incentives, retirement, health and welfare and other benefits, which are generally provided to all other eligible employees, and additional executive officer benefits, including post-termination compensation under certain circumstances and certain perquisites, each as described below.

A significant percentage of total direct compensation is allocated to incentive compensation in accordance with the Compensation Committee’s philosophy. The Compensation Committee reviews historical compensation, other information provided by the independent compensation consultant and other factors, such as experience, performance, length of service and contractual commitments, to determine the appropriate level and mix of compensation for executive officers. The allocation between cash and equity compensation and between short-term and long-term compensation is designed to provide a variety of fixed and at-risk compensation that is related to the achievement of the Company’s short-term and long-term objectives.

 

 

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Mr. Dolan is also employed by MSG Entertainment as its Executive Chairman and Chief Executive Officer and by MSG Networks as its Executive Chairman, Mr. Lustgarten is also employed by MSG Entertainment as its President and Mr. Burian is also employed by MSG Networks as its Executive Vice President and General Counsel. Messrs. Dolan, Lustgarten and Burian receive separate compensation from MSG Entertainment and MSG Networks, as applicable, with respect to such employment. The compensation program and philosophies discussed in this proxy statement reflect only compensation that is paid by the Company for services rendered to the Company, except as otherwise noted. While the Compensation Committee is aware that Messrs. Dolan, Lustgarten and Burian also receive compensation for services rendered to MSG Entertainment or MSG Networks, as applicable, its compensation decisions are based on its independent assessment and application of the compensation goals and objectives of the Company. For more information regarding the respective compensation of Messrs. Dolan, Lustgarten and Burian by MSG Entertainment and MSG Networks, as applicable, see MSG Entertainment’s and MSG Networks’ 2020 Definitive Proxy Statements.

Base Salaries

Our Compensation Committee is responsible for setting the base salaries of the executive officers, which are intended to compensate them for the day-to-day services that they perform for the Company. Base salaries for these executive officers have been set at levels that are intended to reflect the competitive marketplace in attracting and retaining quality executive officers. The employment agreement between the Company and each NEO contains a minimum base salary level. For information regarding these base salary levels, please see “Executive Compensation Tables — Employment Agreements” below. The Compensation Committee reviews the salaries of the executive officers at least annually. The Compensation Committee may adjust base salaries for executive

officers over time, based on their performance and experience and in accordance with the terms of their employment agreements.

The base salaries for each of Messrs. Dolan and Lustgarten, Ms. Mink, Messrs. Burian and Shvartsman as of the end of the fiscal year ended June 30, 2020 pursuant to their employment agreements with the Company were as follows: $400,000, $900,000, $800,000, $840,000 and $375,000. The base salaries for each of Messrs. D’Ambrosio and Yospe as of the end of the fiscal year ended June 30, 2020 pursuant to their employment agreements which were assigned to MSG Entertainment were as follows: $575,000 and $550,000, respectively. See footnote 1 to “Executive Compensation Tables — Summary Compensation Table” for additional information regarding the base salaries, and actual amounts paid by the Company, during the Company’s fiscal year. The base salaries for the current NEOs for the 2021 fiscal year remain unchanged from the post-MSGE Distribution 2020 fiscal year levels. The Compensation Committee determined salaries for the NEOs after evaluation of Company and individual performance, market pay levels, the range of increases generally provided to the Company’s employees and, to the extent appropriate, management’s recommendations.

Annual Cash Incentives

Overview

Annual cash incentives earned for performance in the 2020 fiscal year were determined by performance against goals under the Management Performance Incentive Plan (“MPIP”) for the purpose of determining the final annual incentive payouts. MPIP is an annual incentive plan under which eligible members of management, including the NEOs, were provided an opportunity to earn an annual cash award. The 2020 fiscal year MPIP was based on performance measures tied to Total Company Net Revenues and Company AOI targets for the 2020 fiscal year as well as certain pre-determined strategic objectives. As a result of the MSGE Distribution,

 

 

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the financial performance for the fiscal year ended June 30, 2020 was evaluated based on the financial performance of the Company prior to the MSGE Distribution plus the combined financial performance of the Company and MSGE Entertainment following the MSGE Distribution (the “consolidated financial performance”).

This annual incentive was designed to link executive compensation directly to the Company’s performance by providing incentives and rewards based upon business performance during the applicable fiscal year.

MPIP awards to all eligible employees, including the NEOs, were conditioned upon the satisfaction of predetermined financial and strategic

objectives. For the 2020 fiscal year, the Company applied a business function-specific weighting system, with the weighting between financial and strategic objectives for each business function depending on the specific challenges and desired incentives of that function. In connection with the Company’s robust long-term goals for transformative strategic growth and development, including the MSGE Distribution, the financial and strategic objectives for our Corporate function (including our NEOs) were each weighted 50%.

MPIP results were calculated based on performance achievement against these predetermined goals, as discussed below for our Corporate function.

 

 

LOGO

 

As discussed in “Performance Targets & Achievement Levels” below, as a result of the level of achievement of the adjusted Corporate financial and strategic objectives, the payout level of the annual cash incentives was calculated at 115.3% of the target level. However, the Compensation Committee, in consultation with the independent compensation consultant and in light of the impacts of COVID-19, then exercised negative discretion and determined to payout the annual cash incentives at target for the 2020 fiscal year.

Target Award Opportunities

Each employee eligible for an annual incentive award was assigned a target award equal to a percentage of that employee’s base salary as of the conclusion of the applicable fiscal year.

For the year ended June 30, 2020, the Company will be reimbursed by MSG Entertainment for a portion of Messrs. Dolan’s and Lustgarten’s,

Ms. Mink’s, and Messrs. Burian’s and Shvartsman’s annual incentive awards, and the Company will reimburse MSG Entertainment for a portion of Messrs. Yospe’s and D’Ambrosio’s annual incentive awards, in each case, relating to performance prior to the MSGE Distribution. Target annual incentive opportunities were based upon the applicable employee’s position, grade level, responsibilities, and historical and expected future contributions to the Company. In addition, each employment agreement between the Company and each of the NEOs contains a minimum target annual incentive award level. See “Executive Compensation Tables — Employment Agreements” below. The Compensation Committee, in its sole discretion and subject to the terms of employment agreements, may revise target annual incentive award levels for the NEOs.

 

 

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Annual Incentive Payouts

The below table summarizes each NEO’s target annual incentive opportunity and actual 2020

fiscal year annual incentive payouts, as determined by the Compensation Committee. The annual incentive payouts are described in more detail below.

 

 

Name

   2020 Fiscal
Year Base
Salary(1)
   Target
Incentive
(% of Base
Salary)
  Maximum
Incentive
(% of Base
Salary)
  Calculated
2020 Fiscal
Year MPIP
as a % of
Target(2)
  Actual 2020
Fiscal Year
MPIP as a
% of
Target(2)
  Actual 2020
Fiscal Year
Annual
Incentive
Award(3)

Current NEOs

                         

James L. Dolan

     $ 400,000        200 %       400 %       115.3 %       100 %     $ 800,000

Andrew Lustgarten

     $ 900,000        200 %       400 %       115.3 %       100 %     $ 1,800,000

Victoria M. Mink

     $ 800,000        100 %       200 %       115.3 %       100 %     $ 800,000

Lawrence J. Burian

     $ 840,000        150 %       300 %       115.3 %       100 %     $ 1,260,000

Alexander Shvartsman

     $ 375,000        40 %       80 %       115.3 %       100 %     $ 150,000

Former Executives

                         

Philip D’Ambrosio

     $ 575,000        75 %       150 %       115.3 %       100 %     $ 431,250

Joseph F. Yospe

     $ 550,000        50 %       100 %       115.3 %       100 %     $ 275,000

 

(1)

Reflects the applicable NEO’s base salary at the conclusion of the 2020 fiscal year.

 

(2)

As discussed below under “Performance Targets & Achievement Levels,” the Compensation Committee exercised negative discretion and determined to pay annual cash incentives at target for the 2020 fiscal year.

 

(3)

With respect to the current NEOs, this column represents the applicable current NEO’s actual 2020 fiscal year annual incentive award and these amounts include the portion of the annual incentive award for which MSG Entertainment will reimburse the Company in respect of amounts accrued as of the MSGE Distribution Date. With respect to the former NEOs, this column represents the applicable former NEO’s actual 2020 fiscal year annual incentive award; however, MSG Entertainment assumed the liability to pay the former NEO’s annual incentive awards and these amounts include the portion of the MSG Entertainment annual incentive award for which the Company will reimburse MSG Entertainment in respect of amounts accrued as of the MSGE Distribution Date. The amounts of annual incentive awards actually paid in September 2020 for performance in the 2020 fiscal year (including the impact of payments between the Company and MSG Entertainment for amounts accrued as of the MSGE Distribution Date) are disclosed in the Non-Equity Incentive Plan Compensation column and related footnote thereto of the Summary Compensation Table below.    

 

Performance Targets & Achievement Levels

The COVID-19 pandemic is having and will likely continue to have a significant and negative impact on our operations and financial performance, unlike anything we have encountered before. In this context, the Compensation Committee worked to balance the

following considerations in making compensation determinations with respect to the 2020 fiscal year:

 

  The Company’s need to maintain dedicated, experienced leadership to help guide the Company through the impact of COVID-19 on its business operations;
 

 

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  The critical importance of retaining the current workforce, who have taken on additional responsibility in response to the reduction in overall personnel and are essential to ensuring that the Company can continue to make progress on its key strategic initiatives and remain poised to resume full operations quickly and efficiently when appropriate;

 

  The various significant factors impacting the 2020 fiscal year, including the negative direct and severe impact of the COVID-19 pandemic on our business;

 

  Positive recognition of the Company’s many operating successes and accomplishments related to our strategic initiatives during fiscal year 2020 prior to the impact of COVID-19;

 

  Despite the impact of COVID-19, the successful execution of pivotal strategic objectives, including the MSGE Distribution in April 2020 and the commitment to sell the Forum, which was completed by MSG Entertainment in May 2020; and

 

  The significant actions taken by management to cut costs and better preserve cash during this period of uncertainty, as well as to position the Company for success once it can fully resume business operations.

Financial Component (50%):

For the fiscal year ended June 30, 2020, the MPIP financial performance objectives included rigorous Total Company Net Revenue and Company AOI targets, with potential payouts under this component ranging from 0-200% of target. As a result of the MSGE Distribution, the financial performance for the fiscal year ended June 30, 2020 was evaluated based on consolidated financial performance.    

The financial component of MPIP was determined based on the extent to which the consolidated financial performance exceeded or missed the predetermined targets. The MPIP permits certain adjustments, including adjustments to account for extraordinary circumstances, when evaluating the financial performance against the pre-determined objectives. In light of the unprecedented nature of the COVID-19 pandemic, the Compensation Committee, in consultation with the independent compensation consultant, approved adjustments that take into account the impact of COVID-19 along with certain other financial adjustments. The impact of the adjustments for COVID-19 was to represent the actual financial results for the year independent of the identifiable impacts of COVID-19 starting in mid-March.

As a result, the measurement of the predetermined targets for the 2020 fiscal year provided the following calculated results:

 

 

Financial Metrics

(Weighting)

 

  

2020 Fiscal Year

Payout Result

 

Total Company Net Revenue (40%)

 

  

88.0% of target

 

Company AOI (60%)

  

96.4% of target

 

Based on the performance against these pre-determined financial performance objectives, the calculated result of the financial component of the MPIP, giving effect to the adjustments described above, was 93.1%.

Strategic Component (50%): For the fiscal year ended June 30, 2020, the MPIP also included a performance component that measured achievement against previously approved relevant strategic goals, objectives and metrics. These goals, objectives and metrics are reviewed and approved by the Compensation Committee.

 

 

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2020 Fiscal Year Corporate Goals: In the 2020 fiscal year, specific goals were established for each business function. These goals were intended to align with the Company’s broad strategic initiatives and were subdivided into discrete objectives, which were further cascaded down into specific, measurable metrics that were used to enumerate year-end achievement. As part of this process, each goal of a specific business function was assigned a weight, and at the end of the fiscal year, the level of achievement of each goal by the business function was evaluated on a seven-point scale.

The Corporate function’s strategic component focused on numerous core strategies aimed at promoting the Company’s initiatives, which were supported by more than 100 individualized and measurable metrics and tactics. These goals, objectives and metrics, and the measurement of achievement against them, were set prior to the MSGE Distribution and focused on MSG Sphere, the MSGE Distribution, strategic investments and divestitures, business initiatives that promote efficiency and future growth, workforce retention, and enhancing the customer experience.

2020 Fiscal Year Achievements: The evaluation and measurement of the 2020 fiscal year achievement of goals took into consideration the execution of the specific strategies, measurable metrics and tactics, which supported each goal.

The strategic component for NEO payouts was calculated based on the extent to which Corporate-specific objectives and metrics were achieved or missed in the fiscal year. The strategic objectives were not adjusted to account for the impact of the COVID-19 pandemic.

Based on the performance against these predetermined Corporate objectives, the Compensation Committee determined the payout result of the strategic component of the MPIP was achieved at 137.5% of target.

Annual Cash Incentive Payout: As a result of the level of achievement of the Corporate financial (93.1%) and strategic (137.5%) objectives, as discussed above, the payout level of the annual cash incentives was calculated at 115.3% of the target level.

However, the Compensation Committee, in consultation with the independent compensation consultant, then exercised negative discretion and determined to adjust the payout level downward and award the annual cash incentives at target for the 2020 fiscal year.

Long-term Incentives

Long-term incentives represent a substantial portion of our executive officers’ annual total direct compensation. For the fiscal year ended June 30, 2020, standard long-term incentives were comprised of performance stock units and restricted stock units.

The Compensation Committee believes this equity mix:

 

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

 

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

 

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

 

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The following table summarizes our 2020 fiscal year standard annual long-term incentive awards to our NEOs:

 

       
Element    Weighting         Summary
       
Performance Stock Units    50%      Performance is measured by Total Company Net Revenue(1) and Company AOI(1), which are equally weighted and considered key value drivers of our business
     Financial performance targets are pre-determined by the Compensation Committee and reflect our financial and strategic long-term goals
     Cliff-vest after three years based on financial performance in the final year of the three-year period
       
Restricted Stock Units    50%      Share-based award establishes direct alignment with our stock price performance and stockholder interests
     Vest ratably over three years

 

(1)

In September 2020, as a result of the MSGE Distribution, the Compensation Committee amended one of the performance metrics of the 2020 Performance Stock Units to Company AOI instead of Business Unit AOI. The other financial metric remains Total Company Net Revenue. The Total Company Net Revenue and AOI financial metrics also apply to the performance stock units granted in the 2021 fiscal year. See “— Elements of our Compensation Program — Long-term Incentives — Performance Stock Units — Target Setting” for more information.

 

Additional information regarding long-term incentive awards granted to NEOs during the 2020 fiscal year is set forth in the “Summary Compensation Table” and the “Grants of Plan-Based Awards” table under “Executive Compensation Tables” below.

Performance Stock Units

Performance stock units are intended to align our executive officers’ interests with those of our stockholders, with a focus on long-term financial results. Under our executive compensation program for the fiscal year ended June 30, 2020, performance stock units were granted to executive officers and certain other members of management pursuant to the 2015 Employee Stock Plan (the “Employee Stock Plan”).

 

 

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2020 Fiscal Year Grants

In August 2019, the Compensation Committee approved the following awards of performance

stock units to the NEOs, which unless otherwise noted, are for the 2020-2022 fiscal year performance period:

 

 

Name

   Performance Stock
Units (at target)
   Grant Date Fair
Value(1)

Current NEOs

         

James L. Dolan

       16,197      $ 4,018,638

Andrew Lustgarten(2)

       6,034      $ 1,445,870

Victoria M. Mink

       1,980      $ 491,258

Lawrence J. Burian

       2,520      $ 625,237

Alexander Shvartsman(3)

       451      $ 107,461

Former Executives

         

Philip D’Ambrosio

       1,440      $ 357,278

Joseph F. Yospe

       828      $ 205,435

 

(1)

The grant date fair value listed above is calculated in accordance with FASB ASC Topic 718. The Company determines the number of performance stock units to grant by dividing the target grant value by the 20-trading day average ending on the day before the date of grant. Except for Messrs. Lustgarten and Shvartsman, the values presented in this column reflect the grant date fair values of the performance stock units granted prior to the MSGE Distribution, and thus, the value is based on the stock price of the pre-MSGE Distribution Company. See MSG Entertainment’s 2020 Definitive Proxy Statement, for the number and grant date fair value of MSG Entertainment performance stock units granted in connection with the MSGE Distribution.

 

(2)

This amount includes: (i) 5,399 units ($1,339,546) granted in August 2019; and (ii) 635 units ($106,324) granted in May 2020 to reflect, on a pro rata basis, a new target long-term incentive opportunity as a result of Mr. Lustgarten’s promotion to President and Chief Executive Officer. The number of units and the grant date fair value of the awards from August 2019 are based on the stock price of the pre-MSGE Distribution Company. The number of units and the grant date fair value of the awards from May 2020 are based on the stock price of the post-MSGE Distribution Company.

 

(3)

This amount includes (i) 396 units ($98,252) granted in August 2019; and (ii) 55 units ($9,209) granted in May 2020 to reflect, on a pro rata basis, a new target long-term incentive opportunity as a result of Mr. Shvartsman’s promotion to Senior Vice President, Controller and Principal Accounting Officer. The number of units and the grant date fair value of the awards from August 2019 are based on the stock price of the pre-MSGE Distribution Company. The number of units and the grant date fair value of the awards from May 2020 are based on the stock price of the post-MSGE Distribution Company.

 

Standard performance stock units are structured to be settled upon the later of September 15th following a three-year period, and the date of certification of achievement against pre-determined performance goals measured in the final year of such three-year period.

Target Setting

For the 2020 fiscal year performance stock units granted in August 2019 for the 2020-2022 fiscal year period (the “2020 Performance Stock Units”), the Compensation Committee established financial metrics to be measured in the final fiscal year of the vesting period. The original

 

 

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performance goals of Total Company Net Revenue and Business Unit AOI were established at the time of grant by the Compensation Committee and were based on the Company then-existing five-year strategic plan. The five-year strategic plan represented the combined businesses, including the entertainment and sports bookings businesses that are not part of the Company following the MSGE Distribution. In September 2020, the Compensation Committee amended the 2020 Performance Stock Units to select Total Company Net Revenue and Company AOI as the two financial metrics for the amended performance goals, which reflect the Company’s current long-range plan adopted following the MSGE Distribution. The Compensation Committee made these changes to further align management’s incentives with the interests of its stockholders. The Company’s long-range strategic plan is confidential and disclosure of those targets could provide information that could lead to competitive harm, and for this reason the performance stock unit financial performance targets are not disclosed; however, the Compensation Committee seeks to make target goals ambitious, requiring meaningful growth over the performance period, while threshold goals are expected to be achievable. The Company intends to disclose the Total Company Net Revenue and Company AOI payout results as

a percentage of target as well as the resulting payout for the 2020 Performance Stock Units as a percentage of target measured in the last year of the performance period.

In addition to the above, the performance conditions applicable to the 2020 Performance Stock Units and the corresponding MSGE Distribution Performance Units (as defined below) were adjusted to (i) reflect the effect of the MSGE Distribution, (ii) establish performance conditions relating solely to whichever company employed the holder of the award as of the MSGE Distribution, regardless of whether such award is a Company award or MSG Entertainment award (or, for individuals employed by both companies, so that the performance conditions for each award relate to both companies) and (iii) provide that the awards will continue to vest so long as the employee remains employed by the Company, MSG Entertainment or affiliates of either entity. For shared executives of the Company and MSG Entertainment, the performance stock units with a performance period ending after 2020 were adjusted to relate to both companies, with each company’s performance weighted based on the executive’s Company and MSG Entertainment total direct compensation at the time of the MSGE Distribution. See “— Other Awards — MSGE Distribution” below.

 

 

Financial Metrics

(Weighting)

  

Threshold

Performance

  

Maximum

Performance

Total Company Net Revenue

(50%)

   85% of target goal    115% of target goal

Company AOI (50%)

   75% of target goal    125% of target goal

 

The performance stock unit payout opportunity ranges from 0 to 110% of target, based on performance and subject to continued employment and employment agreement and award agreement terms (as applicable). At the threshold performance level, the award would vest at 90% of the target performance stock units, and at or above the maximum performance level,

the award would vest at 110% of the target performance stock units. If the Company exceeds threshold levels but does not achieve the targeted rates, or if the Company achieves or exceeds one target but not both, the award provides for partial payments. No performance stock units would vest if the Company fails to achieve both threshold levels of performance.

 

 

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Restricted Stock Units

Restricted stock units serve to align executive officers’ interests with those of our stockholders and promote the retention of employees, including the NEOs.

In connection with the MSGE Distribution, each employee holder of a restricted stock unit received one restricted stock unit of MSG Entertainment in respect of every Company restricted stock unit owned. The Company

restricted stock units and MSG Entertainment restricted stock units were adjusted so that the awards continue to vest so long as the employee remains employed by the Company, MSG Entertainment or affiliates of either entity. See “— Other Awards — MSGE Distribution” below.

The Compensation Committee approved the following awards of restricted stock units to the NEOs in August 2019 pursuant to the Company’s Employee Stock Plan:

 

 

Name

   Restricted Stock Units    Grant Value(1)

Current NEOs

         

James L. Dolan

       16,197      $ 4,018,638

Andrew Lustgarten(2)

       6,034      $ 1,445,870

Victoria M. Mink

       1,980      $ 491,258

Lawrence J. Burian

       2,520      $ 625,237

Alexander Shvartsman(3)

       451      $ 107,461

Former Executives

         

Philip D’Ambrosio

       1,440      $ 357,278

Joseph F. Yospe

       828      $ 205,435

 

(1)

The grant date fair value listed above is calculated in accordance with FASB ASC Topic 718. The Company determines the number of restricted stock units to grant by dividing the target grant value by the 20-trading day average ending on the day before the date of grant. Except for Messrs. Lustgarten and Shvartsman, the values presented in this column reflect restricted stock units granted prior to the MSGE Distribution, and thus, the grant date fair value reflects the stock price of the pre-MSGE Distribution Company. See MSG Entertainment’s 2020 Definitive Proxy Statement, for the number and grant date fair value of MSG Entertainment restricted stock units granted in connection with the MSGE Distribution.

 

(2)

This amount includes: (i) 5,399 units ($1,339,546) granted in August 2019; and (ii) 635 units ($106,324) granted in May 2020 to reflect, on a pro rata basis, a new target long-term incentive opportunity as a result of Mr. Lustgarten’s promotion to President and Chief Executive Officer. The number of units and the grant date fair value of the awards from August 2019 are based on the stock price of the pre-MSGE Distribution Company. The number of units and the grant date fair value of the awards from May 2020 are based on the stock price of the post-MSGE Distribution Company.

 

(3)

This amount includes (i) 396 units ($98,252) granted in August 2019; and (ii) 55 units ($9,209) granted in May 2020 to reflect, on a pro rata basis, a new target long-term incentive opportunity as a result of Mr. Shvartsman’s promotion to Senior Vice President, Controller and Principal Accounting Officer. The number of units and the grant date fair value of the awards from August 2019 are based on the stock price of the pre-MSGE Distribution Company. The number of units and the grant date fair value of the awards from May 2020 are based on the stock price of the post-MSGE Distribution Company.

 

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Standard restricted stock units vest ratably over three years on September 15th of each year following the year of grant, subject to continued employment and employment agreement and award agreement terms (as applicable).

2018 Fiscal Year Performance Stock Unit Awards

The performance stock units granted in August 2017, the make-whole performance stock units granted to Mr. Dolan in October 2018 and the mid-year grant of performance stock units granted to Mr. Lustgarten in April 2018 (collectively, the “2018 Performance Stock Units”) were subject to Total Company Net Revenue and Business Unit AOI performance objectives, weighted at 50% each, measured over a July 1, 2019 through June 30, 2020 performance period. The target and level of achievement for each performance objective was adjusted in accordance with the terms of the awards as required pursuant to the terms of Section 162(m) (which is still applicable to these awards because they were granted prior to November 2017). The adjustment formulas were approved by the Compensation Committee at the time of grant, including mandated adjustments for “acts of God” such as COVID-19. Giving effect to the required adjustments, in August 2020, the Compensation Committee certified the Company’s consolidated financial performance against previously determined Total Company Net Revue and Business Unit AOI determined as a percentage of target performance at 100.4% and 99.5%, respectively, with a resulting payout for the 2018 Performance Stock Units of 99.9% of target. The 2018 Performance Stock Units were settled in August 2020. For more information on the MSG Entertainment 2018 Performance Stock Units, see MSG Entertainment’s 2020 Definitive Proxy Statement.

2019 Fiscal Year Performance Alignment Awards

As previously disclosed, on June 18, 2020, the Company entered into an agreement to settle an action (the “Settlement”) filed by a purported

stockholder of the Company derivatively on behalf of the Company against certain directors of the Company who were members of the Dolan family and against the directors of the Company who are members of the Compensation Committee (collectively, the “Director Defendants”), alleging certain breaches of fiduciary duties in approving the 2016 and 2018 compensation packages for Mr. Dolan. The Director Defendants entered into the Settlement because it will eliminate the distraction, burden, delay and expense of further litigation involving the claims to be released in the Settlement and will permit the operation of the Company without further distraction to and diversion of its directors and executives with respect to the action. The Special Litigation Committee of the Board found no evidence that any of the individual defendants acted in bad faith or against the best interests of the Company, and the parties agreed that the Settlement is not a presumption, concession, or admission by any of the parties of any fault, liability, or wrongdoing, or of any infirmity or weakness of any claim or defense. The court approved the Settlement on September 8, 2020. As a result, Mr. Dolan voluntarily relinquished a one-time equity award granted by the Company in October 2018 pursuant to his 2018 employment agreement, and the related award agreements were canceled. The one-time award included: 32,471 target performance stock units (the “Performance Alignment PSU Grant”) with a grant date fair value of $10 million, including the MSGE Distribution Performance Units issued in connection with such award, and three grants of stock options, each with a grant date fair value of $10 million, which were to vest over a four-year period and which were priced at a substantial premium (the “Performance Alignment Option Grants”), including the MSGE Distribution Options issued in connection with such award. The original grant of the one-time award is still reflected in the Summary Compensation Table for the 2019 fiscal year, the Outstanding Equity Awards at June 30, 2020 Table, and the footnotes to the Termination and Severance Tables even though it has since been relinquished as part of the Settlement.

 

 

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Hedging and Pledging Policies

The Company’s Insider Trading Policy prohibits all directors, consultants and employees (including NEOs), and all members of their immediate families and any individual who is materially dependent upon them for financial support who reside in the same household, from directly or indirectly (i) engaging in short sales, short sales against the box or other “hedging” transactions unless otherwise permitted by the Company and (ii) placing securities in margin accounts or otherwise pledging Company securities.

Holding Requirements

Under our executive compensation program for the fiscal year ended June 30, 2020, standard annual restricted stock unit awards vest ratably over three years and standard annual performance stock unit awards cliff-vest after three years to the extent that pre-determined financial performance targets measured in the last year of the three-year period are achieved, in each case, so long as the

recipient is continuously employed by the Company until the applicable vesting date (and subject to the performance conditions described above and any applicable terms of the award agreements and their employment agreement). With respect to our non-management directors, and as discussed above under “— Director Compensation,” compensation includes annual awards of restricted stock units. Pursuant to the award agreements, directors’ restricted stock units are settled in shares of Class A Common Stock (or, in the Compensation Committee’s discretion, cash) on the first business day following 90 days after service on the Board ceases (other than in the event of a director’s death, where the restricted stock units are settled immediately). One effect of the cliff and three-year ratable vesting (with respect to our NEOs and eligible employees) and the holding requirements (with respect to our non-management directors) is to require each of our non-management directors, NEOs and eligible employees to maintain significant holdings of Company securities at all times.

 

 

BENEFITS

 

 

Benefits offered to executive officers generally provide for retirement income and serve as a safety net against hardships that can arise from illness, disability or death. The executive officers are generally eligible to participate in the same health and welfare benefit plans made available to the other benefits-eligible employees of the Company, including, for example, medical, dental, vision, life insurance and disability coverage. Notwithstanding the foregoing, following the MSGE Distribution, Mr. Dolan does not participate in certain Company benefit plans, including the Company’s medical, dental and vision plans, as he receives such benefits from MSG Entertainment.

Defined Benefit Plans

Prior to the MSGE Distribution, the Company sponsored the MSG Sports & Entertainment, LLC Cash Balance Pension Plan (the “Cash Balance

Pension Plan”), a tax-qualified defined benefit plan, for participating employees, including certain executive officers. Following the MSGE Distribution, the Cash Balance Pension Plan was retained by MSG Entertainment. Under the MSG Sports, LLC Excess Cash Balance Plan (the “Excess Cash Balance Plan”), a nonqualified deferred compensation plan, the Company provides additional benefits to employees, including executive officers, who are restricted by the applicable Internal Revenue Service (“IRS”) annual compensation limitation. The Cash Balance Pension Plan was frozen to new participants and future benefit accruals effective as of December 31, 2015. In connection with the MSGE Distribution the Excess Cash Balance Plan was created to hold the frozen balances of the Company’s employees from the MSG Sports & Entertainment, LLC Excess Cash Balance Plan.

 

 

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More information regarding the Cash Balance Pension Plan, the Excess Cash Balance Plan, and the Postretirement Plan is provided in the Pension Benefits table under “Executive Compensation Tables” below.

Defined Contribution Plans

Prior to the MSGE Distribution, the Company sponsored the Madison Square Garden 401(k) Savings Plan (the “Savings Plan”), a tax-qualified retirement savings plan, for participating employees, including executive officers. As of the MSGS Distribution, the Savings Plan was amended to be a multiple employer plan to which MSG Networks (the original sponsor of the Savings Plan) also contributes as a participating employer. Following the MSGE Distribution, the Savings Plan was retained by MSG Entertainment and the Company contributes as a participating employer. Under the Savings Plan, participants may contribute into their plan accounts a percentage of their eligible pay on a pre-tax basis as well as a percentage of their eligible pay on an after-tax basis. The Savings Plan provides (a) fully-vested matching contributions equal to 100% of the first 4% of eligible pay contributed by participating employees and (b) a discretionary non-elective contribution by the Company.

In addition, the Company offers the MSG Sports, LLC Excess Savings Plan (the “Excess Savings Plan”), a nonqualified deferred compensation plan, to employees, including executive officers, whose contributions to the Savings Plan 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 in the Nonqualified Deferred Compensation table under “Executive Compensation Tables” below.

Matching contributions made by the Company in the fiscal year ended June 30, 2020 in respect of the NEOs under the Savings Plan and the Excess Savings Plan are set forth in the Summary Compensation Table under “Executive Compensation Tables” below.

MSG Cares Charitable Matching Gift Program

Beginning with the 2020 fiscal year, our employees, including our NEOs, are eligible to participate in the MSG Cares Charitable Matching Gifts Program. Under this program, the Company will match charitable contributions made by our employees, including the NEOs, to eligible 501(c)(3) organizations of the employee’s choice, in an aggregate amount of up to $1,000 per employee for each fiscal year.

 

 

PERQUISITES

 

 

The Company provides certain perquisites to executive officers as described below. Additional information concerning perquisites received by each of the NEOs is set forth in the Summary Compensation Table under “Executive Compensation Tables” below. The perquisites described below were provided by the Company prior to the MSGE Distribution and pursuant to arrangements between the Company and MSG Entertainment following the MSGE Distribution.

Car and Driver

Messrs. Dolan and Lustgarten have regular access to a car and driver which each is permitted to use for personal use in addition to business purposes.

For Mr. Dolan, (i) prior to the MSGE Distribution, the Company and MSG Networks shared such costs equally; and (ii) following the MSGE Distribution, each of the Company, MSG Entertainment and MSG Networks agreed to share such costs equally (so that the Company is responsible for 33.3% instead of 50.0% of such costs). For Mr. Lustgarten, following the MSGE Distribution, such costs are shared equally by the Company and MSG Entertainment (so that the Company is responsible for 50.0% instead of 100.0% of such costs). In addition, certain other executive officers and members of management have had access to cars and drivers on a limited basis for personal use. To the extent employees used a car and driver for personal use without

 

 

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reimbursement to the Company, those employees were imputed compensation for tax purposes.

Aircraft Arrangements

Prior to the MSGE Distribution, the Company either owned its own aircraft or had access to aircraft through various arrangements with various Dolan family entities. Following the MSGE Distribution, the Company has access to certain aircraft through time sharing arrangements with a subsidiary of MSG Entertainment. Messrs. Dolan and Lustgarten have been permitted to use such aircraft for personal use. Mr. Dolan is not required to reimburse the Company for such use. Mr. Lustgarten is required to reimburse the Company for such use, except for the cost of a deadhead flight. Additionally, Messrs. Dolan and Lustgarten have access to helicopter travel, including for personal travel. Helicopter use has primarily been for commutation and they are not required to reimburse the Company for such use. Prior to the MSGE Distribution, the Company and MSG Networks shared the costs of Mr. Dolan’s personal aircraft and helicopter use equally. Following the MSGE Distribution, (i) each of the Company, MSG Entertainment and MSG Networks agreed to share the costs of Mr. Dolan’s personal aircraft and helicopter use equally (so that the Company is responsible for 33.3% instead of 50.0% of such costs); and (ii) each of the Company and MSG Entertainment agreed to share the costs of Mr. Lustgarten’s personal aircraft and helicopter use equally (so that the Company is responsible for 50.0% instead of 100.0% of such costs). See “Transactions with Related Parties — Aircraft Arrangements.”

Prior to the MSGE Distribution, the Company was typically reimbursed for the incremental variable costs associated with the personal use of aircraft (except as noted above). To the extent any executive officer or other employee used any of the aircraft, including helicopters, for personal travel without reimbursement to the Company, they were 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 net of any reimbursements received from executive officers. 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.

Executive Security

Mr. Dolan and Mr. Lustgarten participate in MSG Entertainment’s executive security program (and participated in MSGS’ executive security program prior to the MSGE Distribution). Prior to the MSGE Distribution, the Company and MSG Networks shared the costs of such participation in the security program equally. Following the MSGE Distribution, (i) each of the Company, MSG Entertainment and MSG Networks agreed to share the costs of such participation in the security program equally (so that the Company is responsible for 33.3% instead of 50.0% of such costs); and (ii) each of the Company and MSG Entertainment agreed to share the costs of Mr. Lustgarten’s participation in the program equally (so that the Company is responsible for 50.0% instead of 100.0% of such costs). See “Transactions with Related Parties — Relationship Between Us, MSG Entertainment, MSG Networks and AMC Networks.” Because certain of these costs can be viewed as conveying personal benefits to Messrs. Dolan and Lustgarten, they are reported as perquisites.

Other

From time to time certain employees, including the NEOs (and their guests), have access at no cost to tickets to Company events and events at the MSG Arena (which is operated by MSG Entertainment), and may also purchase tickets to such events at face value. Attendance at such events is integrally and directly related to the performance of their duties, and, as such, we do not deem the receipt of such tickets to be perquisites. In addition, certain employees,

 

 

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including NEO’s (and their guests), may have access at no cost to tickets to events at venues operated by MSG Entertainment other than the MSG Arena, and may also purchase tickets to such events at face value. Tickets provided to employees, including the NEOs, are not available for resale.    

 

Our NEOs may also make incidental use from time to time of certain amenities made available through Company resources, such as medical and other health related services provided by the Company’s staff, as well as, prior to the MSGE Distribution, food and beverage at the Company’s nightlife, dining and entertainment venues.

 

 

POST-TERMINATION COMPENSATION

 

 

We believe that post-termination benefits are integral to the Company’s ability to attract and retain qualified executive officers.

Under certain circumstances, payments or other benefits may be provided to employees upon the termination of their employment with the Company. These may include payments or other benefits upon a termination by the Company without cause, termination by the employee for good reason, other voluntary termination by the employee, retirement, death, disability or

termination following a change in control of the Company or following a going private transaction. With respect to the NEOs, the amounts and terms of such payments and other benefits (including the definition of “cause” and “good reason”) are governed by each NEO’s employment agreement and any applicable award agreements. Post-termination compensation is discussed in greater detail in “Executive Compensation Tables — Employment Agreements” and “— Termination and Severance” below.

 

 

TAX DEDUCTIBILITY OF COMPENSATION

 

 

Section 162(m) generally limited the deductibility of compensation paid to certain executive officers in excess of $1 million during a year. The exemption from Section 162(m)’s deduction limit for performance-based compensation has generally been repealed, effective for years beginning after December 31, 2017, and the group of covered executive officers has been expanded to include the chief financial officer and certain former executive officers. Therefore, compensation (including performance-based compensation) paid to covered executive officers in excess of $1 million in fiscal year 2019 and

subsequent calendar years generally will not be deductible unless it qualifies for transition relief. The Committee continues to consider the tax consequences when determining named executive officer compensation, including in light of the changes to Section 162(m). The Committee sets named executive officer compensation in accordance with our compensation philosophy and believes that attracting, retaining and motivating our employees with a compensation program that supports long-term value creation is in the best interests of our stockholders.

 

 

OTHER AWARDS — MSGE DISTRIBUTION

 

 

Stock Options

In connection with the MSGE Distribution, each holder of a Company stock option received one MSG Entertainment stock option (each such MSG Entertainment option, a “MSGE Distribution Option”) for each option held on the record date.

The existing exercise price was allocated between the existing Company options and the MSGE Distribution Options based upon the volume weighted average price of each of the Class A Common Stock and MSG Entertainment’s Class A Common Stock over the ten trading days immediately following the MSGE

 

 

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Distribution. Other than the split of the options and the allocation of the existing exercise price, there were no additional adjustments to the then outstanding options in connection with the MSGE Distribution and the terms of each employee’s applicable option award agreement will continue to govern our options.

Employee Restricted Stock Units and Performance Stock Units

In connection with the MSGE Distribution, each holder of an employee restricted stock unit received one MSG Entertainment restricted stock unit in respect of every restricted stock unit owned on the record date (each such MSG Entertainment unit a “MSGE Distribution Restricted Unit”) and continues to be entitled to a share of Class A Common Stock (or, at the discretion of the Compensation Committee, cash) for each restricted stock unit in accordance with the award agreement. Additionally, each holder of an employee performance stock unit received one MSG Entertainment performance stock unit (at target performance) in respect of every performance stock unit (at target performance) owned on the record date (each such MSG Entertainment unit a “MSGE Distribution Performance Unit”) and continues to be entitled to a share of Class A Common Stock (or, at the discretion of the Compensation Committee, cash) for each performance stock unit in accordance with the award agreement. The performance conditions applicable to performance stock units and MSGE Distribution Performance Units that have a performance period ending in 2020 were adjusted to reflect the MSGE Distribution in order to measure the achievement of the consolidated performance of the Company and MSG Entertainment over the performance period, based on the consolidated Company’s performance prior the MSGE Distribution Date and the combined performance of the Company and MSG Entertainment from the MSGE Distribution Date through the end of the performance period.

The performance conditions applicable to the performance stock units that have a performance period ending after 2020 that were held by employees and the corresponding MSGE Distribution Performance Units were adjusted to (i) reflect the effect of the MSGE Distribution, (ii) establish performance conditions relating solely to whichever company employed the holder of the award as of the MSGE Distribution, regardless of whether such award is a Company award or MSG Entertainment award (or, for individuals employed by both companies, so that the performance conditions for each award relate to both companies) and (iii) provide that the awards will continue to vest so long as the employee remains employed by the Company, MSG Entertainment or affiliates of either entity. In addition, the performance metrics applicable to such awards were amended to use Total Company Net Revenue and Company AOI as the two financial metrics (instead of Total Company Net Revenue and Business Unit AOI) and the performance goals were revised to reflect the Company’s current long-range plan adopted following the MSGE Distribution, including the impact of the COVID-19 pandemic, as applicable. The Compensation Committee modified the previously established metrics and goals because they were based on the Company’s then existing five-year strategic plan which represented the combined businesses, including the entertainment and sports bookings businesses that are not part of the Company following the MSGE Distribution. The Compensation Committee made these changes to further align management’s incentives with the interests of its stockholders. For shared executives of the Company and MSG Entertainment, the performance stock units with a performance period ending after 2020 were adjusted to relate to both companies, with each company’s performance weighted based on the executive’s Company and MSG Entertainment total direct compensation at the time of the MSGE Distribution.

 

 

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In addition, any restricted stock units vesting after 2020 and the corresponding MSGE Distribution Restricted Units were modified to provide that such awards will continue to vest so long as the employee remains employed by the Company, MSG Entertainment or affiliates of either entity.

Except as described above, there was no adjustment to the existing restricted stock units or performance stock units in connection with the MSGE Distribution and the terms of each employee’s applicable award agreement continues to govern the award. The MSGE Distribution Restricted Units and MSGE Distribution Performance Units will be affected by a change in control or going private transaction of the Company or MSG Entertainment, as set forth in the terms of the award agreement.

Other Terms

With respect to outstanding equity awards, the Company and MSG Entertainment are not regarded as competitive entities of each other for purposes of any non-compete provisions contained in the applicable award agreements. With respect to all outstanding awards of the Company (and MSG Entertainment awards issued in connection with such awards) holders of such awards continue to vest so long as they remain employed by the Company, MSG Entertainment or affiliates of either entity, provided that an employee who moves between the Company or one of its subsidiaries, on the one hand, and MSG Entertainment or one of its subsidiaries, on the other hand, at a time when the two entities are no longer affiliates will not continue to vest in such awards and such change will constitute a termination of employment for purposes of the award agreement.

 

 

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REPORT OF COMPENSATION COMMITTEE

The Compensation Committee has reviewed and discussed the Compensation Discussion & Analysis set forth above with management. Based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion & Analysis be included in this proxy statement for filing with the SEC.

Members of the Compensation Committee

Joseph M. Cohen (Chair)

Ivan Seidenberg

Vincent Tese

 

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EXECUTIVE COMPENSATION TABLES

 

The tables below reflect the compensation of the Company’s NEOs. See “Compensation

Discussion & Analysis” 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 NEOs for the fiscal years ended June 30, 2020, 2019, and 2018, respectively. Our Executive Chairman is a shared employee of the Company, MSG Entertainment and MSG Networks. Our President and Chief Executive Officer is a shared employee of the Company and MSG Entertainment. Our Executive Vice President and General Counsel is a shared employee of the Company and MSG Networks. The information set forth below only reflects the compensation for those shared NEOs paid by the Company for services rendered to the Company. With respect to the Former Executives, who ceased to be employed by the Company at the time of the MSGE Distribution, amounts for the fiscal year ended June 30, 2020 reflect amounts paid or

earned in respect of the portion of such fiscal year ending on the date of the MSGE Distribution, including amounts paid by MSG Entertainment and reimbursed by the Company in respect of pre-MSGE Distribution compensation paid by MSG Entertainment. For more information regarding the compensation of Messrs. Dolan, Lustgarten and Burian by MSG Entertainment and MSG Networks, as applicable, and for the amounts paid to or earned by the Former Executives by MSG Entertainment, see MSG Entertainment’s and MSG Network’s 2020 Definitive Proxy Statements.

Mr. Shvartsman was promoted to Senior Vice President, Controller and Principal Accounting Officer on the MSGE Distribution Date and became an executive officer.

 

 

 Name and Principal Position    

  Year   Salary
($)(1)
  Bonus
($)
  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
($)(6)
  Total ($)

 Current NEOs

                                   

 James L. Dolan(7)

Executive Chairman

      2020       884,615             8,037,275             560,833       6,925       762,243       10,251,891     
      2019       1,000,000             19,862,423 (8)        30,000,102 (8)        2,550,800       7,471       695,695       54,116,491(8)  
      2018       1,000,000             7,383,578             2,600,000       6,427       601,235       11,591,240     

 Andrew Lustgarten(7)

President and Chief Executive Officer

      2020       1,384,615             2,891,741             1,131,740             465,785       5,873,881     
      2019       1,423,077             2,982,488             3,629,985       92       496,922       8,532,564     
      2018       914,423             1,436,517       5,000,000       1,783,125       3,040       112,908       9,250,013     

 Victoria M. Mink(9)

Executive Vice President,
Chief Financial Officer and
Treasurer

      2020       800,000             982,516             413,252             25,099       2,220,867     
      2019       514,615             669,587             656,340             22,371       1,862,913     
                                     
                                   

 Lawrence J. Burian

Executive Vice President and General Counsel

      2020       840,000             1,250,474             582,465       12,277       33,193       2,718,409     
      2019       818,462             1,392,031             1,565,799       13,154       45,789       3,835,235     
      2018       700,000             1,034,292             1,365,000       11,485       40,344       3,151,121     

 Alexander Shvartsman(10)

Senior Vice President,
Controller and Principal Accounting
Officer

      2020       280,403             214,922             106,366       926       11,668       614,285     
                                   
                                   
                                   
 Former Executives                                      

 Philip D’Ambrosio(11)

Senior Vice President,
Treasurer(8)

 

      2020       464,423             714,557             135,320             17,196       1,331,496     
      2019       568,476             792,778             543,776             33,200       1,938,230     
                                   

 Joseph F. Yospe(12)

Senior Vice President, Controller
and Principal Accounting Officer

      2020       437,077             410,870             86,291             18,993       953, 231     
      2019       531,950             457,294             305,302       5,723       30,286       1,330,555     
      2018       515,370             455,933             301,491       4,924       29,030       1,306,748     
                                   

 

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(1)

For 2020, salaries paid by the Company to the following NEOs accounted for approximately the following percentages of their total Company compensation: Ms. Mink – 36%; Mr. Burian – 31%; and Mr. Shvartsman – 46%. For 2020, the combined salaries paid by the Company and MSG Entertainment accounted for approximately the following percentages of their total compensation for both companies (excluding any double counting): Mr. Dolan– 8%; Mr. Lustgarten – 18%; Mr. D’Ambrosio – 33%; and Mr. Yospe – 43%.

 

(2)

This column reflects the aggregate grant date fair value of Company restricted stock units and performance stock units granted to the NEOs, without any reduction for risk of forfeiture, as calculated in accordance with FASB ASC Topic 718 on the date of grant. The assumptions used by the Company in calculating these amounts are set forth in Note 15 to our financial statements included in our 2020 Form 10-K. The grant date fair value of the performance stock units is shown at target performance. For the 2020 figures, this column reflects the value of restricted stock units and performance stock units granted in August 2019 and May 2020, as applicable. The number of units and the grant date fair value of the awards from August 2019 are based on the stock price of the pre-MSGE Distribution Company. The number of units and the grant date fair value of the awards from May 2020 are based on the stock price of the post-MSGE Distribution Company. At the highest level of performance, the value of such 2020 performance stock units on the applicable grant date would be: $4,420,501 for Mr. Dolan; $1,590,457 for Mr. Lustgarten; $540,384 for Ms. Mink; $687,761 for Mr. Burian; $118,207 for Mr. Shvartsman; $393,006 for Mr. D’Ambrosio; and $225,979 for Mr. Yospe. With respect to Messrs. Lustgarten and Shvartsman, such amounts include awards granted in May 2020 to reflect, on a pro rata basis, a new target long-term incentive opportunity as a result of Messrs. Lustgarten’s and Shvartsman’s promotions to President and Chief Executive Officer and Senior Vice President, Controller and Principal Accounting Officer, respectively, effective on the MSGE Distribution Date.

For the 2019 figures, this column reflects the value of restricted stock units and performance stock units granted in fiscal year 2019. At the highest level of performance, the value of such 2019 performance stock units on the applicable grant date would be: $16,438,314 for Mr. Dolan; $1,640,368 for Mr. Lustgarten; $368,273 for Ms. Mink; $765,617 for Mr. Burian; $437,587 for Mr. D’Ambrosio; and $249,601 for Mr. Yospe. With respect to Mr. Dolan, such amounts include awards with a grant date fair value of $12,407,119 granted in October 2018 as a result of an adjustment of Mr. Dolan’s target long-term incentive opportunities for the period from November 2017, the date that he was initially appointed Chief Executive Officer, to bring the awards up to the target levels reflected in his new employment agreement, as well as the Performance Alignment PSU Grant. The Performance Alignment PSU Grant has been voluntarily relinquished. See footnote 8 below. With respect to Ms. Mink, such amounts include awards granted in May 2019 to reflect, on a pro rata basis, a new target long-term incentive opportunity as a result of Ms. Mink’s promotion to Executive Vice President and Chief Financial Officer effective January 1, 2019. With respect to Mr. D’Ambrosio, such amounts include additional awards granted in May 2019 to reflect the increased target long-term incentive opportunity (on a non-pro rata basis) as a result of Mr. D’Ambrosio’s promotion to Senior Vice President, Treasurer on October 3, 2018.

For the 2018 figures, this column reflects the value of restricted stock units and performance stock units granted in September 2017. At the highest level of performance, the value of such 2018 performance stock units on the grant date would be: $4,060,968 for Mr. Dolan; $790,084 for Mr. Lustgarten; $568,861 for Mr. Burian; and $250,763 for Mr. Yospe.

In connection with the MSGE Distribution, the NEOs, as holders of restricted stock units, received one MSGE Distribution Restricted Unit for each restricted stock unit in accordance with the award agreement. In addition, each NEO, as a holder of an employee performance stock unit, received one MSGE Distribution Performance Unit at target for each performance stock unit in accordance with the award agreement. See “Compensation Discussion and Analysis — Other Awards – MSGE Distribution,” and MSG Entertainment’s 2020 Definitive Proxy Statement for greater detail.

 

(3)

With respect to Mr. Dolan, this column reflects the Performance Alignment Option Grants granted in October 2018, which vest in equal installments on September 15, 2019, 2020, 2021 and 2022, subject to

 

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  continued employment requirements and employment agreement and award terms (as applicable). The Performance Alignment Option Grants have been voluntarily relinquished. See footnote 8 below. With respect to Mr. Lustgarten, this column reflects a grant of stock options in connection with his promotion to President of the Company in December 2017. In connection with the MSGE Distribution, Messrs. Dolan and Lustgarten received a MSGE Distribution Option for each Company stock option in accordance with the award agreement. See “Compensation Discussion and Analysis — Other Awards – MSGE Distribution,” and MSG Entertainment’s 2020 Definitive Proxy Statement for greater detail.

 

(4)

For the 2020 figures, this column reflects the annual incentive award earned by each NEO under the Company’s program, with respect to performance during the year ended June 30, 2020. As a result of the MSGE Distribution, (i) a portion of the 2020 annual cash incentive awards for the current NEOs was paid by MSG Entertainment and (ii) a portion of the 2020 MSG Entertainment annual cash incentive awards for the former NEOs was paid by the Company. Accordingly, for the 2020 figures, with respect to (i) Messrs. Dolan and Lustgarten, Ms. Mink, and Messrs. Burian and Shvartsman, these amounts exclude $239,167, $668,260, $386,748, $677,535 and $43,634, respectively, paid by MSG Entertainment to the Company; and (ii) Messrs. D’Ambrosio and Yospe, these amounts equal the portion of the MSG Entertainment annual cash incentive award paid by the Company. The 2020 annual cash incentive awards were paid in September 2020. For the 2019 figures, this column reflects the annual incentive award earned by each NEO with respect to performance during the fiscal year ended June 30, 2019 and paid in August 2019. For the 2018 figures, this column reflects the annual incentive award earned by each NEO with respect to performance during the fiscal year ended June 30, 2018 and paid in September 2018.

 

(5)

For each period, this column represents the sum of the increase during such period in the present value of each individual’s accumulated Cash Balance Pension Plan account and accumulated Excess Cash Balance Plan account over the amount reported for the prior period. There were no above-market earnings on nonqualified deferred compensation. For more information regarding the NEOs’ pension benefits, please see the Pension Benefits table below.

 

(6)

The table below shows the components of this column:

 

Name

   Year    401(k)
Plan
Match(a)
  401(k) Plan
Discretionary
Contribution
  Excess
Savings
Plan
Match(a)
  Excess Savings
Plan
Discretionary
 Contribution 
  Life
Insurance
 Premiums(b) 
  MSG
Cares
Matching
Gift
 Program(c) 
   Perquisites(d)    Total

Current NEOs

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

James L. Dolan

      2020       10,769             21,538             4,080             725,856       762,243

Andrew Lustgarten

      2020       11,400             32,308             1,224             420,853       465,785

Victoria M. Mink

      2020       6,154             17,231             1,714                   25,099

Lawrence J. Burian

      2020       11,631             18,092             2,470       1,000             33,193

Alexander Shvartsman

      2020       11,036             0             632                   11,668

Former Executives

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

Philip D’Ambrosio

      2020             2,654       12,385             1,157       1,000             17,196

Joseph F. Yospe

      2020       5,947             11,512             1,020       514             18,993

 

(a)

This column represents, for each individual, a matching contribution by the Company on behalf of such individual under the Savings Plan or Excess Savings Plan, as applicable.

 

(b)

This column represents amounts paid for each individual to participate in the Company’s group life insurance program. Following the MSGE Distribution, Mr. Dolan receives his life insurance benefits from MSG Entertainment.

 

(c)

This column represents amount paid by the Company to eligible 501(c)(3) organizations as matching contributions for donations made by the NEOs under the MSG Cares Charitable Matching Gift Program.

 

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(d)

This column represents the following aggregate estimated perquisites, as described in the table below. Prior to the MSGE Distribution, the perquisites were provided by the Company. Following the MSGE Distribution, the perquisites were provided pursuant to arrangements between the Company and MSG Entertainment. For more information regarding the calculation of these perquisites, please see “Compensation Discussion & Analysis — Perquisites.”

 

Name

   Year    Car and
    Driver(I)    
       Aircraft(II)        Executive
    Security(III)    
       Total ($)    

Current NEOs

  

 

  

 

  

 

  

 

  

 

James L. Dolan

   2020    321,880    333,743    70,233    725,856

Andrew Lustgarten

   2020    162,194    255,765    *    420,853

Victoria M. Mink

   2020    *    *    *    **

Lawrence J. Burian

   2020    *    *    *    **

Alexander Shvartsman

   2020    *    *    *    **

Former Executives

  

 

  

 

  

 

  

 

  

 

Philip D’Ambrosio

   2020    *    *    *    **

Joseph F. Yospe

   2020    *    *    *    **

 

  *

Does not exceed the greater of $25,000 or 10% of the total amount of the perquisites of the NEO.

 

  **

The aggregate value of the perquisites in 2020 for the individual is less than $10,000.

 

  (I)

Amounts in this column for the period prior to the MSGE Distribution represent the Company’s share of the cost of the personal use, which includes commutation, by Messrs. Dolan and Lustgarten of cars and drivers provided by the Company. These amounts were calculated using a portion of the cost of the Company’s driver plus maintenance, fuel and other related costs for the Company vehicle, based on an estimated percentage of personal use. Amounts in this column for the period following the MSGE Distribution, for Messrs. Dolan and Lustgarten represent an amount charged to the Company by MSG Entertainment for the NEO’s personal use of MSG Entertainment vehicles, which includes commutation.

 

  (II)

As discussed under “Compensation Discussion & Analysis — Perquisites — Aircraft Arrangements,” the amounts in the table reflect the Company’s share of the incremental cost for personal use of the Company’s aircraft and other aircraft the Company has access to pursuant to arrangements with various Dolan family entities (see “Transactions with Related Parties — Aircraft Arrangements”), as well as personal helicopter use primarily for commutation. Incremental cost is determined as the actual additional cost incurred by the Company under the applicable arrangement.

 

  (III)

The amounts in this column for the period prior to the MSGE Distribution represent the Company’s share of the cost of executive security services provided to Mr. Dolan. The amounts in this column for the period following the MSGE Distribution represent the amounts billed to the Company by MSG Entertainment for Mr. Dolan’s participation in MSG Entertainment’s executive security programs.

 

(7)

Effective as of the MSGE Distribution Date, Mr. Lustgarten became the Chief Executive Officer (in addition to President) and Mr. Dolan continued to be Executive Chairman but ceased to be the Chief Executive Officer.

 

(8)

In October 2020, pursuant to the Settlement, Mr. Dolan voluntarily relinquished the Performance Alignment PSU Grant (grant date fair value of $10,025,421) (and related MSGE Distribution Performance Units) and the Performance Alignment Option Grants (grant date fair value of $30,000,102) (and related MSGE

 

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  Distribution Options). If Mr. Dolan had not been granted such relinquished awards, his 2019 value presented in the Stock Awards, Option Awards and Total Columns would have been reduced to $9,837,002, $0 and $14,090,968, respectively.

 

(9)

Effective January 1, 2019, Ms. Mink was appointed Executive Vice President and Chief Financial Officer of the Company. Effective as of the MSGE Distribution, Ms. Mink was also appointed Treasurer.

 

(10)

Effective as of the MSGE Distribution Date, Mr. Shvartsman was appointed Senior Vice President, Controller and Principal Accounting Officer.

 

(11)

Effective October 3, 2018, Mr. D’Ambrosio was promoted to SVP, Treasurer of the Company, a position that he held until the MSGE Distribution.

 

(12)

Mr. Yospe served as Senior Vice President, Controller and Principal Accounting Officer of the Company until the MSGE Distribution.

GRANTS OF PLAN-BASED AWARDS

 

 

The table below presents information regarding awards granted during the fiscal year ended June 30, 2020 to each NEO under the Company’s plans, including estimated possible and future

payouts under non-equity incentive plan awards and equity incentive plan awards of restricted stock units and performance stock units.

 

 

Name

   Year      Grant
Date
   

 

Estimated Future Payouts
Under Non-Equity Incentive

Plan Awards

    

 

Estimated Future Payouts
Under Equity Incentive

Plan Awards

     All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)
     Grant
Date Fair
Value of
Stock and
Option
Awards
($)(1)
 
  Threshold
($)
     Target
($)
     Maximum
($)
     Threshold
(#)
     Target
(#)
     Maximum
(#)
 

  Current NEOs

                            

  James L. Dolan

     2020        8/29/2019 (2)         800,0000        1,600,000                 
     2020        8/29/2019 (3)               14,577        16,197        17,817           4,018,638  
     2020        8/29/2019 (4)                        16,197        4,018,638  

  Andrew Lustgarten

     2020        8/29/2019 (2)         1,800,000        3,600,000                 
     2020        8/29/2019 (3)               4,859        5,399        5,939           1,339,546  
     2020        5/19/2020 (3)               572        635        699           106,324  
     2020        8/29/2019 (4)                        5,399        1,339,546  
     2020        5/19/2020 (4)                        635        106,324  

  Victoria M. Mink

     2020        8/29/2019 (2)         800,000        1,600,000                 
     2020        8/29/2019 (3)               1,782        1,980        2,178           491,258  
     2020        8/29/2019 (4)                        1,980        491,258  

  Lawrence J. Burian

     2020        8/29/2019 (2)         1,260,000        2,520,000                 
     2020        8/29/2019 (3)               2,268        2,520        2,772           625,237  
     2020        8/29/2019 (4)                        2,520        625,237  

  Alexander Shvartsman

     2020        8/29/2019 (2)         150,000        300,000                 
     2020        8/29/2019 (3)               356        396        436           98,252  
     2020        5/19/2020 (3)               50        55        61           9,209  
     2020        8/29/2019 (4)                        396        98,252  

 

     2020        5/19/2020 (4)                        55        9,209  

  Former Executives

                            

  Philip D’Ambrosio

     2020        8/29/2019 (2)         431,250        862,500                 

 

     2020        8/29/2019 (3)               1,296        1,440        1,584           357,278  
     2020        8/29/2019 (4)                        1,440        357,278  

  Joseph F. Yospe

     2020        8/29/2019 (2)         275,000        550,000                 
     2020        8/29/2019 (3)               745        828        911           205,435  
     2020        8/29/2019 (4)                        828        205,435  

 

(1)

This column reflects the aggregate grant date fair value of the restricted stock unit awards and performance stock unit awards, as applicable, granted to each NEO in the 2020 fiscal year without any reduction for risk of forfeiture as calculated in accordance with FASB ASC Topic 718 as of the date of grant. The grant date

 

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  fair value of the performance stock units is shown at target performance. The grant date fair value of the awards from August 2019 are based on the stock price of the pre-MSGE Distribution Company. The grant date fair value of the awards from May 2020 are based on the stock price of the post-MSGE Distribution Company. At the highest level of performance, the value of the performance stock units on the applicable grant date would be: $4,420,501 for Mr. Dolan; $1,590,457 for Mr. Lustgarten; $540,384 for Ms. Mink; $687,761 for Mr. Burian; $118,207 for Mr. Shvartsman; $393,006 for Mr. D’Ambrosio; and $225,979 for Mr. Yospe. In connection with the MSGE Distribution, the stock option awards, restricted stock unit awards and performance stock unit awards granted to the NEOs were adjusted into awards of post-MSGE Distribution equity in the Company and MSG Entertainment. See “Compensation Discussion and Analysis — Other Awards — MSGE Distribution,” for greater detail.

 

(2)

This row reflects the possible payouts with respect to grants of annual incentive awards under the Company’s MPIP for performance in the fiscal year ended June 30, 2020, without modification for any shared responsibility between the Company and MSG Entertainment for amounts accrued as of the Distribution Date. Each of the NEOs is assigned a target bonus which is a percentage of the NEO’s base salary as of such fiscal year end. There is no threshold amount for annual incentive awards. As a result of the MSGE Distribution, a portion of the 2020 annual cash incentive awards was paid by MSG Entertainment. The amounts of annual incentive awards actually paid by the Company in September 2020 for performance in the 2020 fiscal year (including the impact of payments between the Company and MSG Entertainment for amounts accrued as of the MSGE Distribution Date) are disclosed in the Non-Equity Incentive Plan Compensation column and related footnote thereto of the Summary Compensation Table above. For more information regarding the terms of these annual incentive awards, please see “Compensation Discussion & Analysis — Elements of Our Compensation Program — Annual Cash Incentives.”

 

(3)

This row reflects the threshold, target and maximum number of performance stock units awarded in the fiscal year ended June 30, 2020. Each performance stock unit award was granted with a target number of units, with an actual payment based upon the achievement of performance targets. These grants of performance stock units, which were made under the Employee Stock Plan, will vest upon the later of September 15, 2022 and the date of certification of achievement against pre-determined performance goals measured in the 2022 fiscal year, subject to continued employment requirements and employment agreement and award terms (as applicable). See “Compensation Discussion & Analysis — Elements of Our Compensation Program — Long-Term Incentives — Performance Stock Units.”

 

(4)

This row reflects the number of restricted stock units awarded in the fiscal year ended June 30, 2020. These grants of restricted stock units, which were made under the Employee Stock Plan, are expected to vest in three equal installments on September 15, 2020, 2021 and 2022, subject to continued employment requirements and employment agreement and award terms (as applicable), and, are subject to performance criteria which have been satisfied. See “Compensation Discussion & Analysis — Elements of Our Compensation Program — Long-Term Incentives — Restricted Stock Units.”

 

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OUTSTANDING EQUITY AWARDS AT JUNE 30, 2020

 

 

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

restricted stock units and performance stock units outstanding (assuming target performance) for each NEO, in each case, as of June 30, 2020.

 

 

Name

  Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
  Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
  Option
Exercise
Price
($)
  Option
Expiration
Date
  Equity
Incentive Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested (#)
  Equity
Incentive Plan
Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested ($)(1)

Current NEOs

           

James L. Dolan

  31,254(2)   93,761(2)   214.20   4/3/2026    
  36,062(2)   108,183(2)   235.62   4/3/2026    
  44,933(2)   134,799(2)   267.74   4/3/2026    

 

 

 

 

 

 

 

 

 

  114,492(3)   16,817,730(3)

Andrew Lustgarten

  62,551   31,275(4)   145.78   12/15/2027    

 

 

 

 

 

 

 

 

 

  24,516(5)   3,601,155

Victoria M. Mink

 

 

 

 

 

 

 

 

  5,830(6)   856,369

Lawrence J. Burian

 

 

 

 

 

 

 

 

  12,107(7)   1,778,397

Alexander Shvartsman

 

 

 

 

 

 

 

 

  2,035(8)   298,921

Former Executives

 

 

 

 

 

 

 

 

 

 

 

 

Philip D’Ambrosio

 

 

 

 

 

 

 

 

  7,390(9)   1,085,517

Joseph F. Yospe

 

 

 

 

 

 

 

 

  4,345(10)   638,237

 

(1)

Calculated using the closing market price of Class A Common Stock on the NYSE on June 30, 2020 of $146.89 per share.

 

(2)

The amounts in these columns represent Mr. Dolan’s Performance Alignment Option Grants granted on October 3, 2018, which vest in equal installments on September 15, 2019, 2020, 2021 and 2022, subject to continued employment requirements and employment agreement and award terms (as applicable). The first tranche originally provided the option to purchase 125,015 shares of Class A Common Stock with an option exercise price of $308.75 (the closing market price of Class A Common Stock on the NYSE on the date of grant) (the “market priced stock options”). The second tranche originally provided the option to purchase 144,245 shares of Class A Common Stock with an option exercise price of $339.63 (110% of the closing market price of Class A Common Stock on the NYSE on the date of grant) (the “110% premium-priced stock options”). The third tranche originally provided the option to purchase 179,732 shares of Class A Common Stock with an option exercise price of $385.94 (125% of the closing market price of Class A Common Stock on the NYSE on the date of grant) (the “125% premium-priced stock options”). In connection with the MSGE Distribution, Mr. Dolan received a MSGE Distribution Option for each Company stock option in accordance with the award agreement. The existing exercise price of each trance was adjusted as a result of the MSGE Distribution. See “Compensation Discussion and Analysis – Other Awards – MSGE Distribution.” In October 2020, pursuant to the Settlement, Mr. Dolan voluntarily relinquished the Performance Alignment Option Grants (and related MSGE Distribution Options). As a result, Mr. Dolan no longer holds any exercisable or unexercisable options.

 

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(3)

With respect to Mr. Dolan, the total in this column represents an award of 5,830 restricted stock units (from an original award of 17,490 restricted stock units) and 17,490 target performance stock units granted as long-term incentive awards on August 30, 2017, 8,141 restricted stock units (from an original award of 12,211 restricted stock units) and 12,211 target performance stock units granted as long-term incentive awards on September 20, 2018, 474 restricted stock units (from an original award of 1,421 restricted stock units) and 1,421 target performance stock units granted on October 3, 2018 as a result of an adjustment of Mr. Dolan’s target long-term incentive opportunities from the time that he was initially appointed Chief Executive Officer, prorated to cover the seven months he served as Chief Executive Officer during the 2018 fiscal year (the “2018 fiscal year incremental awards”), 1,624 restricted stock units (from an original award of 2,436 restricted stock units) and 2,436 target performance stock units granted on October 3, 2018 as a result of an adjustment of Mr. Dolan’s target long-term incentive opportunities for the 2019 fiscal year (the “2019 fiscal year incremental awards”), the Performance Alignment PSU Grant of 32,471 units granted on October 3, 2018 and 16,197 restricted stock units and 16,197 target performance stock units granted as long-term incentive awards on August 29, 2019. Pursuant to the Settlement, Mr. Dolan voluntarily relinquished the Performance Alignment PSU Grant (and related MSGE Distribution Performance Units). As a result, Mr. Dolan’s number and value, respectively, of awards has been reduced by 32,471 units and $4,769,665.

 

  

The restricted stock units granted on August 30, 2017 vest in three equal installments on August 30, 2018, 2019 and 2020. Two-thirds of the restricted stock units granted as part of the 2018 fiscal year incremental awards vest on August 30, 2019, and one-third vest on August 30, 2020. All other restricted stock units, including those granted as part of the 2019 fiscal year incremental awards, vest ratably over three years on September 15th each year following the year of grant.

 

  

The performance stock units granted on August 30, 2017 cliff-vest upon certification of pre-determined performance goals that must be met in the final year of the three-year period ending June 30th of the applicable year. The performance stock units granted as part of the 2018 fiscal year incremental awards cliff-vest upon certification of pre-determined performance goals that must be met in the final year of the three-year period ending June 30, 2020. Three-quarters of the Performance Alignment PSU Grant vest upon the later of September 15, 2021, and the date of certification of achievement against pre-determined performance goals measured in the final year of the three-year period ending June 30, 2021, and the remaining one-quarter vest on September 15, 2022. All other performance stock units, including those granted as part of the 2019 fiscal year incremental awards, cliff-vest upon the later of September 15th following a three-year period, and the date of certification of achievement against pre-determined performance goals measured in the final year of the three-year period ending June 30th of the applicable year.

 

  

In connection with the MSGE Distribution, Mr. Dolan received a MSGE Distribution Restricted Unit and a MSGE Distribution Performance Unit for each Company restricted stock unit and Company performance stock unit, respectively, in accordance with the award agreements. See “Compensation Discussion and Analysis — Other Awards — MSGE Distribution.”

 

  

All vestings are subject to continued employment requirements and employment agreement and award terms (as applicable).

 

(4)

This amount represents Mr. Lustgarten’s 31,275 stock options (from an original award of 93,826 stock options) granted on December 15, 2017 in connection with his promotion to President of the Company, which vest in equal installments on December 15, 2018, 2019 and 2020, subject to continued employment requirements and employment agreement and award terms (as applicable). In connection with the MSGE Distribution, Mr. Lustgarten received a MSGE Distribution Option for each Company stock option in accordance with the award agreement. The existing exercise price was adjusted as a result of the MSGE Distribution. See “Compensation Discussion and Analysis – Other Awards – MSGE Distribution.”

 

(5)

With respect to Mr. Lustgarten, the total in this column represents an award of 700 restricted stock units (from an original award of 2,100 restricted stock units) and 2,100 target performance stock units granted as

 

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  long-term incentive awards on August 30, 2017, 377 restricted stock units (from an original award of 1,129 restricted stock units) and 1,129 target performance stock units granted as long-term incentive awards on April 19, 2018, 3,257 restricted stock units (from an original award of 4,885 restricted stock units) and 4,885 target performance stock units granted as long-term incentive awards on August 29, 2018, 5,399 restricted stock units and 5,399 target performance stock units granted as long-term incentive awards on August 29, 2019 and 635 restricted stock units and 635 target performance stock units granted as long-term incentive awards on May 19, 2020. The restricted stock units granted on August 30, 2017 and April 19, 2018 each vest in three equal installments on August 30, 2018, 2019 and 2020. The restricted stock units granted on May 19, 2020, vest in three equal installments on September 15, 2020, 2021 and 2022. All other restricted stock units vest ratably over three years on September 15th each year following the year of grant. The performance stock units granted on August 30, 2017 cliff-vest upon certification of pre-determined performance goals that must be met in the final year of the three-year period ending June 30th of the applicable year. All other performance stock units cliff-vest upon the later of September 15th following a three-year period, and the date of certification of achievement against pre-determined performance goals measured in the final year of a three-year period ending June 30th of the applicable year. In connection with the MSGE Distribution, Mr. Lustgarten received a MSGE Distribution Restricted Unit and a MSGE Distribution Performance Unit for each Company restricted stock unit and Company performance stock unit, respectively, in accordance with the award agreements. See “Compensation Discussion and Analysis – Other Awards – MSGE Distribution.” All vestings are subject to continued employment requirements and employment agreement and award terms (as applicable).

 

(6)

With respect to Ms. Mink, the total in this column represents an award of 748 restricted stock units (from an original award of 1,122 restricted stock units) and 1,122 target performance stock units granted as long-term incentive awards on May 24, 2019 and 1,980 restricted stock units and 1,980 target performance stock units granted as long-term incentive awards on August 29, 2019. The restricted stock units granted on May 24, 2019 vest in three equal installments on September 15, 2019, 2020 and 2021. All other restricted stock units vest ratably over three years on September 15th each year following the year of grant. The performance stock units cliff-vest upon the later of September 15th following a three-year period, and the date of certification of achievement against pre-determined performance goals measured in the final year of a three-year period ending June 30th of the applicable year. In connection with the MSGE Distribution, Ms. Mink received a MSGE Distribution Restricted Unit and a MSGE Distribution Performance Unit for each Company restricted stock unit and Company performance stock unit, respectively, in accordance with the award agreements. See “Compensation Discussion and Analysis – Other Awards – MSGE Distribution.” All vestings are subject to continued employment requirements and employment agreement and award terms (as applicable).

 

(7)

With respect to Mr. Burian, the total in this column represents an award of 817 restricted stock units (from an original award of 2,450 restricted stock units) and 2,450 target performance stock units granted as long-term incentive awards on August 30, 2017, 1,520 restricted stock units (from an original award of 2,280 restricted stock units) and 2,280 target performance stock units granted as long-term incentive awards on August 29, 2018 and 2,520 restricted stock units and 2,520 target performance stock units granted as long-term incentive awards on August 29, 2019. The restricted stock units granted on August 30, 2017 vest in three equal installments on August 30, 2018, 2019 and 2020. All other restricted stock units vest ratably over three years on September 15th each year following the year of grant. The performance stock units granted on August 30, 2017 cliff-vest upon certification of pre-determined performance goals that must be met in the final year of the three-year period ending June 30th of the applicable year. All other performance stock units cliff-vest upon the later of September 15th following a three-year period, and the date of certification of achievement against pre-determined performance goals measured in the final year of a three-year period ending June 30th of the applicable year. In connection with the MSGE Distribution, Mr. Burian received a MSGE Distribution Restricted Unit and a MSGE Distribution Performance Unit for each Company restricted stock unit and Company performance stock unit, respectively, in accordance with the award agreements. See “Compensation Discussion and Analysis – Other Awards – MSGE Distribution.” All vestings are subject to continued employment requirements and employment agreement and award terms (as applicable).

 

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(8)

With respect to Mr. Shvartsman, the total in this column represents an award of 134 restricted stock units (from an original award of 400 restricted stock units) and 400 target performance stock units granted as long-term incentive awards on August 30, 2017, 240 restricted stock units (from an original award of 359 restricted stock units) and 359 target performance stock units granted as long-term incentive awards on August 29, 2018, 396 restricted stock units and 396 target performance stock units granted as long-term incentive awards on August 29, 2019 and 55 restricted stock units and 55 target performance stock units granted as long-term incentive awards on May 19, 2020. The restricted stock units granted on August 30, 2017 vest in three equal installments on August 30, 2018, 2019 and 2020. The restricted stock units granted on May 19, 2020, vest in three equal installments on September 15, 2020, 2021 and 2022. All other restricted stock units vest ratably over three years on September 15th each year following the year of grant. The performance stock units granted on August 30, 2017 cliff-vest upon certification of pre-determined performance goals that must be met in the final year of the three-year period ending June 30th of the applicable year. All other performance stock units cliff-vest upon the later of September 15th following a three-year period, and the date of certification of achievement against pre-determined performance goals measured in the final year of a three-year period ending June 30th of the applicable year. In connection with the MSGE Distribution, Mr. Shvartsman received a MSGE Distribution Restricted Unit and a MSGE Distribution Performance Unit for each Company restricted stock unit and Company performance stock unit, respectively, in accordance with the award agreements. See “Compensation Discussion and Analysis – Other Awards – MSGE Distribution.” All vestings are subject to continued employment requirements and employment agreement and award terms (as applicable).

 

(9)

With respect to Mr. D’Ambrosio, the total in this column represents 584 restricted stock units (from an original award of 1,750 restricted stock units) and 1,750 target performance stock units granted as long-term incentive awards on August 30, 2017, 815 restricted stock units (from an original award of 1,222 restricted stock units) and 1,222 target performance stock units granted as long-term incentive awards on August 29, 2018, 56 restricted stock units (from an original award of 83 restricted stock units) and 83 performance stock units granted as long-term incentive awards on May 24, 2019 and 1,440 restricted stock units and 1,440 target performance stock units granted as long-term incentive awards on August 29, 2019. The restricted stock units granted on August 30, 2017 vest in three equal installments on August 30, 2018, 2019 and 2020. The restricted stock units granted on May 24, 2019, vest in three equal installments on September 15, 2019, 2020 and 2021. All other restricted stock units vest ratably over three years on September 15th each year following the year of grant. The performance stock units granted on August 30, 2017 cliff-vest upon certification of pre-determined performance goals that must be met in the final year of a three-year period ending June 30th of the applicable year. All other performance stock units cliff-vest upon the later of September 15th following a three-year period, and the date of certification of achievement against pre-determined performance goals measured in the final year of the three-year period ending June 30th of the applicable year. In connection with the MSGE Distribution, Mr. D’Ambrosio received a MSGE Distribution Restricted Unit and a MSGE Distribution Performance Unit for each restricted stock unit and performance stock unit, respectively, in accordance with the award agreements. See “Compensation Discussion and Analysis – Other Awards – MSGE Distribution.” All vestings are subject to continued employment requirements and employment agreement and award terms (as applicable).

 

(10)

With respect to Mr. Yospe, the total in this column represents an award of 360 restricted stock units (from an original award of 1,080 restricted stock units) and 1,080 target performance stock units granted as long-term incentive awards on August 30, 2017, 500 restricted stock units (from an original award of 749 restricted stock units) and 749 target performance stock units granted as long-term incentive awards on August 29, 2018 and 828 restricted stock units and 828 target performance stock units granted as long-term incentive awards on August 29, 2019. The restricted stock units granted on August 30, 2017 vest in three equal installments on August 30, 2018, 2019 and 2020. All other restricted stock units vest ratably over three years on September 15th each year following the year of grant. The performance stock units granted on August 30, 2017 cliff-vest upon certification of pre-determined performance goals that must be met in the final year of the three-year period ending June 30th of the applicable year. All other performance stock units cliff-vest upon the later of September 15th following a three-year period, and the date of certification of achievement against pre-determined performance goals measured in the final year of a three-year period ending June 30th of the applicable year. In connection with the MSGE

 

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  Distribution, Mr. Yospe received a MSGE Distribution Restricted Unit and a MSGE Distribution Performance Unit for each Company restricted stock unit and Company performance stock unit, respectively, in accordance with the award agreements. See “Compensation Discussion and Analysis – Other Awards – MSGE Distribution.” All vestings are subject to continued employment requirements and employment agreement and award terms (as applicable).

STOCK VESTED

 

 

The table below shows restricted stock unit awards that vested during the fiscal year ended

June 30, 2020. No stock options were exercised in the fiscal year ended June 30, 2020.

 

 

    

 

Restricted Stock Units

 

 

 Name

 

  

 

    Number of Shares Acquired on Vesting    

 

  

 

    Value Realized on Vesting($)(1)     

 

 

 

 Current NEOs

     

 

 

 James L. Dolan

  

 

 

41,176

  

 

 

10,490,500

 

 

 Andrew Lustgarten

  

 

 

4,051

  

 

 

1,049,688

 

 

 Victoria M. Mink

  

 

 

374

  

 

 

100,471

 

 

 Lawrence J. Burian

  

 

 

5,714

  

 

 

1,457,137

 

 

 Alexander Shvartsman

 

  

 

 

 

 

932

  

 

 

 

 

237,589

 

 Former Executives

     

 

 

 Philip D’Ambrosio

  

 

 

3,975

  

 

 

1,012,184

 

 

 Joseph F. Yospe

  

 

 

2,429

  

 

 

618,262

 

(1)

Calculated using the closing market price of Class A Common Stock on the NYSE on the vesting dates (or the immediately preceding business day, if the vesting date was not a business day) August 29,2019, August 30, 2019 and September 13, 2019, of $248.11, $252.33 and $268.64 per share, respectively.

PENSION BENEFITS

 

 

The table below shows the present value of accumulated benefits payable to each of our NEOs, including the number of years of service

credited to each NEO, under our defined benefit pension plans as of June 30, 2020.

 

 

 

 Name

 

  

 

Plan Name(1)

 

  

 

Number of Years of
Credited Service (#)

 

  

 

Present Value of
Accumulated Benefit ($)(2)

 

 

 

 Current NEOs

        

 

 

 James L. Dolan

  

 

Cash Balance Pension Plan

  

 

0(3)

  

 

  

 

Excess Cash Balance Plan

  

 

7(3)

  

 

259,340

 

 

 Andrew Lustgarten

  

 

Cash Balance Pension Plan

  

 

0(4)

  

 

  

 

Excess Cash Balance Plan

  

 

0(4)

  

 

 Victoria M. Mink

   Cash Balance Pension Plan    0(5)   
   Excess Cash Balance Plan    0(5)   

 

 

 Lawrence J. Burian

  

 

Cash Balance Pension Plan

  

 

16(6)

  

 

218,851

  

 

Excess Cash Balance Plan

  

 

16(6)

  

 

240,932

 

 

 Alexander Shvartsman

  

 

Cash Balance Pension Plan

  

 

5(6)

  

 

34,663

  

 

Excess Cash Balance Plan

  

 

0(6)

  

 

 

 

 Former Executives

        

 

 

 Philip D’Ambrosio

  

 

Cash Balance Pension Plan

  

 

0(5)

  

 

  

 

Excess Cash Balance Plan

  

 

0(5)

  

 

 

 

 Joseph F. Yospe

  

 

Cash Balance Pension Plan

  

 

0(7)

  

 

  

 

Excess Cash Balance Plan

  

 

0(7)

  

 

 

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(1)

Accruals under both the Cash Balance Pension Plan and the Excess Cash Balance Plan were frozen as of December 31, 2015.

 

(2)

Additional information concerning Pension Plans and Postretirement Plan assumptions is set forth in Note 14 to our financial statements included in our 2020 Form 10-K.

 

(3)

Mr. Dolan does not participate in the Cash Balance Pension Plan. Mr. Dolan commenced participation in the Excess Cash Balance Plan in connection with the MSGS Distribution. Amounts accrued by Mr. Dolan prior to the MSGS Distribution under MSG Networks’ excess cash balance plan were transferred to the Excess Cash Balance Plan and remained with the Company following the MSGE Distribution. The number of years of credited service under the Excess Cash Balance Plan includes the period of Mr. Dolan’s participation in MSG Networks’ excess cash balance plan.

 

(4)

In connection with the MSGS Distribution, Mr. Lustgarten’s accrued benefits under MSG Networks’ excess cash balance plan were transferred to the Excess Cash Balance Plan and remained with the Company following the MSGE Distribution. In connection with the MSGE Distribution, Mr. Lustgarten’s benefits under the Cash Balance Plan were retained by MSG Entertainment.

 

(5)

As of the date that such plans were frozen, Ms. Mink and Mr. D’Ambrosio had not yet commenced participation in the Cash Balance Pension Plan and the Excess Cash Balance Plan as a result of such plans’ one-year waiting periods.

 

(6)

In connection with the spin-off of MSG Networks from Cablevision, Mr. Burian’s accrued benefits under each of the Cablevision cash balance pension plan and Cablevision excess cash balance plan were transferred to the Cash Balance Pension Plan and the MSG Networks’ excess cash balance plan, respectively. The number of years of credited service under each of the Cash Balance Pension Plan and the Excess Cash Balance Plan includes the period of Mr. Burian’s participation in the Cablevision plans prior to the spin-off of MSG Networks from Cablevision. In connection with the MSGS Distribution, Mr. Burian’s accrued benefits under MSG Networks’ excess cash balance plan were transferred to the Excess Cash Balance Plan and remained with the Company following the MSGE Distribution. The number of years of credited service under the Excess Cash Balance Plan includes the period of Mr. Burian’s participation in the MSG Networks excess cash balance plan prior to the MSGS Distribution. In connection with the MSGE Distribution, Messrs. Burian’s and Shvartsman’s benefits under the Cash Balance Plan were retained by MSG Entertainment.

 

(7)

In connection with the MSGS Distribution, Mr. Yospe’s accrued benefits under MSG Networks’ excess cash balance plan were transferred to the Excess Cash Balance Plan and were transferred to MSG Entertainment following the MSGE Distribution. In connection with the MSGE Distribution, Mr. Yospe’s benefits under the Cash Balance Plan were retained by MSG Entertainment.

 

The Company maintains several benefit plans for our executive officers. The material terms and conditions are discussed below.

Cash Balance Pension Plan

Upon the MSGS Distribution, the Company assumed from MSG Networks the sponsorship of the Cash Balance Pension Plan, a tax-qualified defined benefit plan that generally covers regular full-time and part-time non-union employees of the Company and certain of its affiliates who have

completed one year of service. The Cash Balance Pension Plan was frozen to future benefit accruals effective as of December 31, 2015 (though accrued benefits continue to earn interest credits). Following the MSGE Distribution, the Cash Balance Pension Plan was retained by MSG Entertainment. A notional account is maintained for each participant under the Cash Balance Pension Plan, which consists of (i) annual allocations made by the Company as of the end of each year on behalf of each participant who has

 

 

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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, subject to applicable IRS limits.

A participant’s interest in the Cash Balance Pension Plan is subject to vesting limitations for the first three years of employment. A participant’s account also vests 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 Cash Balance Pension 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 Excess Cash Balance Plan is a nonqualified deferred compensation plan that is intended to provide eligible participants with a portion of their overall benefit that they would accrue under the Cash Balance Pension Plan but for 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 Excess Cash Balance Plan was frozen to future benefit accruals effective as of December 31, 2015 (though

accrued benefits continue to earn interest credits). The Company maintains a notional excess cash balance account for each eligible participant, and for each calendar year, credits 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. A participant vests in the excess cash balance account according to the same schedule in 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.

Madison Square Garden 401(k) Savings Plan (“Savings Plan”)

Under the Savings Plan, a tax-qualified retirement savings plan, participating employees, including the NEOs, may contribute into their plan accounts a percentage of their eligible pay on a pre-tax basis as well as a percentage of their eligible pay on an after-tax basis. The Company provides a (a) fully-vested matching contribution equal to 100% of the first 4% of eligible pay contributed by participating employees and (b) discretionary non-elective fully-vested contribution by the Company. In connection with the MSGS Distribution, the Savings Plan became a multiple employer plan sponsored by the Company, to which MSG Networks also contributes for its employees. Following the MSGE Distribution, the Savings Plan was retained by MSG Entertainment and the Company and MSG Networks contribute for their respective employees.

Excess Savings Plan

The Excess Savings Plan is an unfunded, nonqualified deferred compensation plan that operates in conjunction with the Company’s tax-qualified Savings Plan. An employee is eligible to participate in the Excess Plan for a

 

 

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calendar year if his or her compensation (as defined in the Savings Plan) 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 ($285,000 in calendar year 2020) and he or she makes an election to participate prior to the beginning of the year. An eligible employee whose contributions to the Savings Plan are limited as a result of this compensation limit or as a result of reaching the maximum 401(k) deferral limit ($19,500, or $26,000 if 50 or over, for calendar year 2020) can continue to make pre-tax

contributions under the Excess Savings Plan of up to 4% of his or her eligible pay. In addition, the Company provides a (a) fully-vested matching contribution equal to 100% of the first 4% of eligible pay contributed by participating employees and (b) discretionary non-elective fully-vested contribution by the Company. Account balances under the Excess Savings Plan are credited monthly with the rate of return earned by the Stable Value Fund offered as an investment alternative under the Savings Plan. Distributions of vested benefits are made in a lump sum as soon as practicable after the participant’s termination of employment with the Company.

 

 

NONQUALIFIED DEFERRED COMPENSATION

 

 

The table below shows (i) the contributions made by each NEO and the Company during the fiscal year ended June 30, 2020, (ii) aggregate earnings on each NEO’s account balance during the fiscal year ended June 30, 2020 and (iii) the account balance of each of our NEOs under the Excess

Savings Plan as of June 30, 2020. For contributions, earnings and balances with respect to the participation of Messrs. Dolan, Lustgarten, D’Ambrosio and Yospe in MSG Entertainment’s Excess Savings Plan, see the MSG Entertainment 2020 Definitive Proxy Statement,.

 

 

Name

  

Plan Name

   Executive
Contributions
in 2020 ($)(1)
   Registrant
Contributions
in 2020 ($)(2)
   Aggregate
Earnings
in 2020
($)(3)
   Aggregate
Withdrawals/
Distributions
($)
   Aggregate
Balance
at End of
2020 ($)

Current NEOs

                 

James L. Dolan

   Excess Savings Plan    23,386    21,538    10,432       589,158

Andrew Lustgarten

   Excess Savings Plan    41,475    32,308    5,353       328,105

Victoria M. Mink

   Excess Savings Plan    25,120    17,231    776       61,278

Lawrence J. Burian

   Excess Savings Plan    22,316    18,092    12,287       686,940

Alexander Shvartsman

   Excess Savings Plan               

Former Executives

                 

Philip D’Ambrosio(4)

   Excess Savings Plan    16,425    12,385    1,524      

Joseph F. Yospe(4)

   Excess Savings Plan    11,512    11,512    4,030      

 

(1)

These amounts represent a portion of the NEOs’ salaries, which are included in the numbers reported in the “Salary” column of the Summary Compensation Table that the NEOs contributed to the Excess Savings Plan.

 

(2)

These amounts are reported in the “All Other Compensation” column of the Summary Compensation Table.

 

(3)

These amounts are not reported in the “All Other Compensation” column of the Summary Compensation Table.

 

(4)

As of the MSGE Distribution Date, Messrs. D’Ambrosio’s and Yospe’s outstanding Excess Savings Plan balances were retained by the MSG Entertainment excess savings plan.

 

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EMPLOYMENT AGREEMENTS

 

Each of our NEOs had an employment agreement with the Company in the fiscal year ended June 30, 2020. On March 31, 2020, in connection the MSGE Distribution, the Company entered into new employment agreements with each of Mr. Dolan and Mr. Lustgarten. On April 17, 2020, in connection with the MSGE Distribution, the Company entered into a new employment agreement with Mr. Shvartsman. On January 23, 2020, the Company entered into a new employment agreement with Mr. Yospe, which was amended on March 31, 2020 and effective as of the MSGE Distribution Date and assigned to MSG Entertainment in connection with the MSGE Distribution. Set forth below is a description of these agreements between the Company and each of Messrs. Dolan and Lustgarten, Ms. Mink, Messrs. Burian, Shvartsman, D’Ambrosio and Yospe.

As noted above in the Compensation Discussion & Analysis, each of Messrs. Dolan and Burian also serves as an executive officer and employee of MSG Networks and each of Messrs. Dolan and Lustgarten also serves as an executive officer of MSG Entertainment. Such MSG Networks and MSG Entertainment employment arrangements are pursuant to an employment agreement between MSG Networks and each of Messrs. Dolan and Burian, as applicable, and between MSG Entertainment and each of Messrs. Dolan and Lustgarten (which are not described herein). For a description of each of these employment agreements, see MSG Networks’ and MSG Entertainment’s 2020 Definitive Proxy Statements

James L. Dolan

On October 3, 2018, the Company entered into an employment agreement with James L. Dolan, effective as of that date, which provided for Mr. Dolan’s employment as the Executive Chairman and Chief Executive Officer of the Company (the “Prior Dolan Employment

Agreement”). On March 31, 2020, the Company entered into a new employment agreement with James L. Dolan, effective as of the MSGE Distribution Date, which replaced his existing agreement and provides for Mr. Dolan’s employment as the Executive Chairman of the Company (the “New Dolan Employment Agreement”). As noted above, Mr. Dolan’s MSG Entertainment and MSG Networks employment arrangements are pursuant to separate written employment agreements with MSG Entertainment and MSG Networks (for more information regarding Mr. Dolan’s employment arrangement with MSG Entertainment and MSG Networks, see MSG Networks’ and MSG Entertainment’s 2020 Definitive Proxy Statements.

The Prior Dolan Employment Agreement provided for an annual base salary of not less than $1,000,000. Mr. Dolan was eligible to participate in the Company’s discretionary annual bonus program with an annual target bonus opportunity equal to not less than 200% of his base salary. Mr. Dolan was eligible for our standard benefits program. He was also eligible, subject to his continued employment by the Company, to participate in such long-term incentive programs that are made available in the future to similarly situated executives at the Company, with an aggregate annual target value of not less than $9,000,000.

Additionally, pursuant to the terms of the Prior Dolan Employment Agreement and in recognition of Mr. Dolan’s service as Chief Executive Officer for seven months of the Company’s fiscal year ended June 30, 2018, Mr. Dolan received a pro-rated award with a target value of $875,000 (the “FY 2018 Award”). The FY 2018 Award was comprised of 50% restricted stock units, two-thirds of which vested on August 30, 2019 and the remainder of which vested on August 30, 2020, and 50% performance stock units, which vested on the same schedule (and subject to the same performance targets) as the performance

 

 

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stock units previously granted to Mr. Dolan with respect to that fiscal year.

Pursuant to the terms of the Prior Dolan Employment Agreement, the Compensation Committee also granted Mr. Dolan (x) the Performance Alignment PSU Grant, which had an aggregate grant date fair value of $10,000,000 and (y) the Performance Alignment Option Grants that consisted of stock options in three tranches, each with a grant date fair value of $10,000,000. In October 2020, pursuant to the Settlement, Mr. Dolan voluntarily relinquished the Performance Alignment PSU Grant and Performance Alignment Option Grants. Subject to the terms of the award agreement, 75% of the Performance Alignment PSU Grant were to vest at the same time as the standard performance stock units previously granted to Mr. Dolan with respect to the Company’s fiscal year ending on June 30, 2019, and the remaining 25% will vest on September 15, 2022, in each case, subject to the same performance targets as the standard performance stock units previously granted to Mr. Dolan with respect to the Company’s fiscal year ending June 30, 2019. The three tranches of the Performance Alignment Option Grants had exercise prices as follows: one equal to the closing market price of Class A Common Stock on the NYSE on the date of grant, one equal to 110% of the closing market price of Class A Common Stock on the NYSE on the date of grant and one equal to 125% of the closing market price of Class A Common Stock on the NYSE on the date of grant. Each tranche of the Performance Alignment Option Grants were to vest in four equal annual installments beginning on September 15, 2019, subject to the terms of the award agreements, and expire not later than 7.5 years after the date of grant.

If, on or prior to December 31, 2023 (the “Dolan Scheduled Expiration Date”), Mr. Dolan’s employment was either terminated by the Company for any reason other than “cause” (as defined in the agreement), or was terminated by Mr. Dolan for “good reason” (as defined in the agreement) and cause does not then exist (a

“Qualifying Termination”), then, subject to Mr. Dolan’s execution of a separation agreement, the Company would 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 Mr. Dolan’s annual base salary and annual target bonus, (b) any unpaid annual bonus for the fiscal year prior to the fiscal year in which such termination occurred and a prorated annual bonus for the fiscal year in which such termination occurred, (c) each of Mr. Dolan’s outstanding unvested long-term cash awards would immediately vest in full and would be payable to Mr. Dolan to the same extent that other similarly situated active executives receive payment, (d) all of the time-based restrictions on each of Mr. Dolan’s outstanding unvested shares of restricted stock or restricted stock units (including restricted stock units subject to performance criteria) would immediately be eliminated and such restricted stock and restricted stock units would be payable or deliverable to Mr. Dolan subject to satisfaction of any applicable performance criteria, and (e) each of Mr. Dolan’s outstanding unvested stock options and stock appreciation awards would immediately vest.

If Mr. Dolan’s employment was terminated due to his death or disability before the Dolan Scheduled Expiration Date, and at such time cause did not exist, then, subject to execution of a separation agreement (other than in the case of death), he or his estate or beneficiary would be provided with the benefits and rights set forth in clauses (b), (d) and (e) above and any long-term cash awards would immediately vest in full, whether or not subject to performance criteria and would be payable on the 90th day after the termination of his employment; provided, that if any such long-term cash award were 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 would 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

 

 

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payment amount of such award would be at the same time and 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). If Mr. Dolan’s employment was terminated after the Dolan Scheduled Expiration Date due to a Qualifying Termination, death or disability, then, subject to execution of a separation agreement (other than in the case of death), he or his estate or beneficiary would be provided with the benefits and rights set forth in clauses (c), (d) and (e) above.

The employment agreement recognized that Mr. Dolan would be employed by MSG Networks during his employment with the Company. If Mr. Dolan’s employment with MSG Networks was terminated without “cause” or for “good reason” (as those terms are defined in Mr. Dolan’s employment agreement with MSG Networks) prior to December 31, 2023, and while Mr. Dolan remained employed by the Company, then the Compensation Committee was permitted to either (1) increase Mr. Dolan’s target annual compensation (consisting of his annual base salary, target annual bonus percentage and minimum annual target long-term incentive value) to equal the aggregate target annual compensation to which Mr. Dolan was entitled from the Company and from MSG Networks at the time of such MSG Networks termination, or (2) elect not to increase Mr. Dolan’s target annual compensation, in which case, Mr. Dolan would have good reason to resign his employment within 20 days following the Compensation Committee’s election, and receive the MSG Networks Severance Amount (as defined below) in addition to the severance payments and benefits described in the preceding paragraph. If the Compensation Committee elected to increase Mr. Dolan’s compensation pursuant to clause (1) above, then his target annual compensation was permitted to be increased up to a maximum annual base salary of $2,000,000, annual bonus opportunity of 200% of base salary and maximum annual target long-term incentive of $15,000,000. We refer to the amount of this increase as the

“incremental compensation.” Mr. Dolan would not receive a cash severance payment from MSG Networks (the “MSG Networks Severance Amount”) on such a termination, which amount will instead be paid by MSG Networks to the Company. Additionally, if, following an MSG Networks termination, Mr. Dolan’s employment with the Company was terminated after the Dolan Scheduled Expiration Date, without cause, for good reason or due to death or disability, then Mr. Dolan would be entitled to an additional severance payment from the Company equal to the MSG Networks Severance Amount less the aggregate incremental compensation paid or awarded to Mr. Dolan by the Company after the MSG Networks termination. The employment agreement also provided that certain actions and circumstances arising from or relating to Mr. Dolan’s dual employment with MSG Networks would not be deemed to be a breach of his obligations under the employment agreement or to constitute cause. We refer to the terms described in this paragraph as the “Annex B Severance Terms”.

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

The New Dolan Employment Agreement supersedes and replaces the Prior Dolan Employment agreement. The terms of the New Dolan Employment Agreement are substantially similar to the terms of the Prior Dolan Employment Agreement, except: (i) the agreement recognizes that Mr. Dolan will be employed by MSG Networks and MSG Entertainment during his employment with the Company, but removes the Annex B Severance Terms; (ii) Mr. Dolan will receive an annual base salary of not less than $400,000 annually; (iii) commencing with the Company’s 2021 fiscal year, it is expected that Mr. Dolan may participate in the Company’s long-term incentive programs

 

 

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that are made available in the future to similarly situated executives at the Company, with an aggregate annual target value of not less than $3,600,000; (iv) the agreement contains no special or one-time awards; (v) Mr. Dolan is no longer eligible to participate in the Company’s benefits program, with the exception of Mr. Dolan’s continued participation in the Company’s Excess Saving Plan, with his full Company salary being used to determine applicable benefits under the Company’s Excess Savings Plan; provided that if Mr. Dolan’s employment with MSG Entertainment terminates while Mr. Dolan remains employed by the Company, then he will be eligible to participate in the Company’s standard benefits program, subject to meeting the relevant eligibility requirements, payment of required premiums, and the terms of the plans; and (vi) the Dolan Scheduled Expiration Date is now the first anniversary of the MSGE Distribution Date.

Andrew Lustgarten

Effective December 15, 2017 (the “Prior Lustgarten Effective Date”), the Company entered into an employment agreement with Mr. Lustgarten in connection with Mr. Lustgarten’s appointment as President of the Company (the “Prior Lustgarten Employment Agreement”). On March 31, 2020, the Company entered into a new employment agreement with Andrew Lustgarten effective as of the MSGE Distribution Date, which replaced his existing agreement and provides for Mr. Lustgarten’s employment as the President and Chief Executive Officer of the Company (the “New Lustgarten Employment Agreement”). As noted above, Mr. Lustgarten’s MSG Entertainment employment arrangement is pursuant to a separate written employment agreement with MSG Entertainment (for more information regarding Mr. Lustgarten’s employment arrangement with MSG Entertainment, see MSG Entertainment’s 2020 Definitive Proxy Statement.

The Prior Lustgarten Employment Agreement provided for an annual base salary of not less than

$1,000,000 (subject to annual review and increase in the discretion of our Compensation Committee) and a discretionary annual target bonus equal to not less than 150% of Mr. Lustgarten’s annual base salary. Mr. Lustgarten would also participate in future long-term incentive programs that were made available to similarly situated executives of the Company, subject to Mr. Lustgarten’s continued employment by the Company. It was expected that Mr. Lustgarten will receive one or more annual long-term awards with an aggregate target value of not less than $2,000,000.

In connection with the execution of the Prior Lustgarten Employment Agreement, Mr. Lustgarten received a grant of stock options with an aggregate grant date fair value equal to $5,000,000 (the “Lustgarten Option Grant”). The Lustgarten Option Grant vests in equal installments on each of the first three anniversaries of the Prior Lustgarten Effective Date, and expires no later than 10 years after the date of grant. Under the Prior Lustgarten Employment Agreement, Mr. Lustgarten continued to be eligible to participate in the Company’s standard benefits program, subject to meeting the relevant eligibility requirements, payment of required premiums, and the terms of the plans.

If Mr. Lustgarten’s employment with the Company was terminated on or prior to December 31, 2021 (i) by the Company other than for “cause” (as defined in the employment agreement), or (ii) by Mr. Lustgarten for “good reason” (as defined in the employment agreement) and cause did not then exist, then, subject to Mr. Lustgarten’s execution of a separation agreement with the Company, the Company would 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 Mr. Lustgarten’s annual base salary and annual target bonus; (b) any unpaid annual bonus for the fiscal year prior to the fiscal year in which such termination occurred and a prorated annual bonus for the fiscal year in which such

 

 

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termination occurred; (c) each of Mr. Lustgarten’s outstanding long-term cash awards would immediately vest in full and would be payable to Mr. Lustgarten to the same extent that other similarly situated active executives receive payment; (d) all of the time-based restrictions on each of Mr. Lustgarten’s outstanding restricted stock or restricted stock units granted to him under the plans of the Company would immediately be eliminated and would be payable or deliverable to Mr. Lustgarten subject to satisfaction of any applicable performance criteria; and (e) each of Mr. Lustgarten’s outstanding stock options and stock appreciation awards under the plans of the Company would immediately vest.

If Mr. Lustgarten’s employment was terminated due to his death or disability prior to December 31, 2021, and at such time cause did not exist, then, subject to execution of a separation agreement (other than in the case of death), he or his estate or beneficiary would be provided with the benefits and rights set forth in clauses (b), (d) and (e) of the preceding paragraph and each of his outstanding long-term cash awards would immediately vest in full, whether or not subject to performance criteria and would be payable on the 90th day after the termination of his employment; provided, that if any such long-term cash award was 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 would 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 would be at the same time and 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).

The Prior Lustgarten Employment Agreement contained certain covenants by Mr. Lustgarten including a non-competition agreement that restricted Mr. Lustgarten’s ability to engage in

competitive activities until the first anniversary of a termination of his employment with the Company on or prior to December 31, 2021.

The terms of the New Lustgarten Employment Agreement are substantially similar to the terms of the Prior Lustgarten Employment Agreement, except: (i) the agreement recognizes that Mr. Lustgarten will be employed by MSG Entertainment during his employment with the Company; (ii) Mr. Lustgarten will receive an annual base salary of not less than $900,000 annually and a discretionary annual target bonus equal to not less than 200% of Mr. Lustgarten’s annual base salary; (iii) it is expected that Mr. Lustgarten may participate in the Company’s long-term incentive programs that are made available in the future to similarly situated executives at the Company, with an aggregate annual target value of not less than $3,300,000; (iv) Mr. Lustgarten was eligible to receive, as determined by the Compensation Committee, a mid-year grant with a target value of $1,280,000; and (v) if after December 31, 2021, Mr. Lustgarten is terminated by the Company without cause or by him for “good reason,” then he is entitled to the same benefits described in (b), (d) and (e) of the third preceding paragraph.

Victoria M. Mink

In connection with Ms. Mink’s appointment as Executive Vice President and Chief Financial Officer, Ms. Mink and the Company entered into an employment agreement dated December 6, 2018, which is effective as of January 1, 2019. Ms. Mink was also appointed Treasurer effective as of the MSGE Distribution. The employment agreement provides for an annual base salary of not less than $800,000 (subject to annual review and increase in the discretion of our Compensation Committee). Ms. Mink is eligible to participate in the Company’s discretionary annual bonus program with an annual target bonus equal to not less than 100% of her annual base salary. Ms. Mink will also participate in future long-term incentive programs that are made available to similarly situated executives of the

 

 

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Company, subject to Ms. Mink’s continued employment by the Company and actual grant by the Compensation Committee. It is expected that Ms. Mink will receive one or more annual long-term awards with an aggregate target value of not less than $1,100,000. Ms. Mink is eligible to participate in the Company’s standard benefits program, subject to meeting the relevant eligibility requirements, payment of required premiums, and the terms of the plans.

If, on or prior to December 31, 2021, Ms. Mink’s employment with the Company is terminated (i) by the Company other than for “cause” (as defined in the agreement), or (ii) by Ms. Mink for “good reason” (as defined in the agreement) and so long as “cause” does not then exist, then, subject to Ms. Mink’s execution of a separation agreement with the Company, the Company will provide her 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 Ms. Mink’s annual base salary and annual target bonus; (b) any unpaid annual bonus for the fiscal year prior to the fiscal year in which such termination occurred and a prorated annual bonus for the fiscal year in which such termination occurred; (c) each of Ms. Mink’s outstanding long-term cash awards will immediately vest in full and will be payable to Ms. Mink to the same extent that other similarly situated active executives receive payment; (d) all of the time-based restrictions on each of Ms. Mink’s outstanding restricted stock or restricted stock units granted to her under the plans of the Company will immediately be eliminated and will be payable or deliverable to Ms. Mink subject to satisfaction of any applicable performance criteria; and (e) each of Ms. Mink’s outstanding stock options and stock appreciation awards under the plans of the Company will immediately vest.

If Ms. Mink’s employment is terminated due to her death or disability prior to December 31, 2021, 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 clauses (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 will be payable on the 90th day after the termination of his employment; provided, that if any such long-term cash 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 at the same time and 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).

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

Lawrence J. Burian

On September 6, 2018, the Company entered into an employment agreement with Lawrence J. Burian, effective as of September 1, 2018. As noted above, Mr. Burian’s MSG Networks employment arrangement is pursuant to a separate written employment agreement with MSG Networks (for more information regarding Mr. Burian’s employment arrangement with MSG Networks, see MSG Networks’ 2020 Definitive Proxy Statement. The employment agreement with the Company provides for Mr. Burian’s continued employment as the Executive Vice President and General Counsel of the Company. The employment agreement provides for a minimum annual base salary of not less than $840,000 and a discretionary annual bonus with a target value equal to not less than 150% of

 

 

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Mr. Burian’s annual base salary. Mr. Burian will also participate in future long-term incentive programs that are made available to similarly situated executives of the Company, subject to Mr. Burian’s continued employment by the Company and actual grant by the Compensation Committee. It is expected that Mr. Burian will receive one or more annual long-term awards with an aggregate target value of not less than $1,400,000. Mr. Burian is eligible to participate in the Company’s standard benefits program, subject to meeting the relevant eligibility requirements, payment of required premiums, and the terms of the plans.

If Mr. Burian’s employment with the Company is terminated on or prior to October 1, 2021 (the “Burian Scheduled Expiration Date”) (i) by the Company other than for “cause” (as defined in the agreement), or (ii) by Mr. Burian for “good reason” (as defined in the agreement) and cause does not then exist, then, subject to Mr. Burian’s execution of a separation agreement, the Company will provide Mr. Burian 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 Mr. Burian’s annual base salary and annual target bonus; (b) any unpaid annual bonus for the fiscal year prior to the fiscal year in which such termination occurred and a prorated annual bonus for the fiscal year in which such termination occurred; (c) each of Mr. Burian’s outstanding long-term cash awards will immediately vest in full and will be payable to Mr. Burian to the same extent that other similarly situated active executives receive payment; (d) all of the time-based restrictions on each of Mr. Burian’s outstanding restricted stock or restricted stock units granted to him under the plans of the Company will immediately be eliminated and will be payable to or deliverable to Mr. Burian subject to satisfaction of any applicable performance criteria; and (e) each of Mr. Burian’s outstanding stock options under the plans of the Company will immediately vest.

If Mr. Burian ceases to be an employee of the Company prior to the Burian Scheduled

Expiration Date as a result of his death or disability, and at 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 will immediately vest in full, whether or not subject to performance criteria and will be payable on the 90th day after the termination of his employment; provided, that if any such long-term cash award is subject to any performance criteria, then (i) if the measurement period for such performance criteria has not yet been fully completed, 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, the payment amount of such award will be at the same time and 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, Mr. Burian will not be entitled to the severance payment described in (a) of the second preceding paragraph if Mr. Burian’s employment with the Company is terminated without cause or for good reason (other than if cause then exists) prior to the Burian Scheduled Expiration Date and while Mr. Burian remains employed with MSG Networks. If Mr. Burian’s employment with MSG Networks is terminated without “cause” or for “good reason” (as those terms are defined in Mr. Burian’s employment agreement with MSG Networks) prior to the Burian Scheduled Expiration Date and while Mr. Burian remains employed by the Company, then Mr. Burian’s target annual compensation (consisting of his annual base salary, target annual bonus percentage and minimum annual target long-term incentive value) will increase to equal the aggregate target annual compensation to which Mr. Burian was entitled from the Company and from MSG Networks at the time of such MSG Networks termination. We refer to the amount of

 

 

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this increase as the “incremental compensation.” Mr. Burian will not receive a severance payment from MSG Networks (the “MSG Networks Severance”) on such a termination, which amount will instead be paid by MSG Networks to the Company.

Additionally, if Mr. Burian’s employment from the Company is terminated after the Burian Scheduled Expiration Date and after such MSG Networks termination without cause, for good reason or due to death or disability, then Mr. Burian will be entitled to an additional severance payment from the Company equal to the MSG Networks Severance less the aggregate incremental compensation paid to Mr. Burian by the Company after the MSG Networks termination.

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

On June 19, 2020, the Company entered into a letter agreement with Mr. Burian. Pursuant to the agreement with the Company, solely for purposes of Mr. Burian’s “good reason” rights which arose as a result of the changes to his employment at the time of MSGE Distribution, the Company extended the date by which Mr. Burian may voluntarily terminate his employment for “good reason” to September 16, 2020, or such later date as may be mutually agreed by the parties (such date, the “Burian Good Reason Date” and such a termination, a “Spin Termination”). As consideration, Mr. Burian agreed that any ordinary course long-term incentive awards granted to him by the Company after the date of the agreement will not be eligible to vest pursuant to the Employment Agreement solely in the event of his Spin Termination, unless the Company otherwise determines. The parties also agreed that upon his Spin Termination, Mr. Burian’s non-compete provision will not apply. The Burian

Good Reason Date has been extended to December 16, 2020.

Alexander Shvartsman

On April 17, 2020, the Company entered into an employment agreement with Alexander Shvartsman, effective as of the MSGE Distribution. The agreement provides for Mr. Shvartsman’s employment as the Senior Vice President, Controller and Principal Accounting Officer of the Company.

Pursuant to the employment agreement Mr. Shvartsman receives an annual base salary of not less than $375,000. He is eligible to participate in the Company’s discretionary annual bonus program with an annual target bonus opportunity equal to 40% of his base salary. Mr. Shvartsman is eligible for our standard benefits program. He is also eligible, subject to his continued employment by the Company and actual grant by the Compensation Committee, to participate in such long-term incentive programs that are made available in the future to similarly situated executives at the Company, with an expected aggregate annual target value of not less than $330,000. Any such awards are subject to actual grant by the Compensation Committee, and are pursuant to the applicable plan document and the terms and conditions established by the Compensation Committee in its sole discretion.

If, prior to the third anniversary of the MSGE Distribution Date, his employment is either involuntarily terminated by the Company for any reason other than “cause” (as defined in the agreement), or is terminated by Mr. Shvartsman for “good reason” (as defined in the agreement) and cause does not then exist, the Company is obligated to 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 the sum of Mr. Shvartsman’s annual base salary and annual target bonus and (b) any unpaid annual bonus for the fiscal year prior to the fiscal year in which such termination occurred and a prorated annual bonus for the fiscal year in which such

 

 

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termination occurred. Payment of any such amounts is subject to Mr. Shvartsman’s execution of a severance agreement including a release of claims in favor of the Company and its affiliates.

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

Philip D’Ambrosio

On October 25, 2018, the Company entered into an employment agreement with Philip D’Ambrosio, effective as of October 3, 2018. The agreement provides for Mr. D’Ambrosio’s employment as the Senior Vice President, Treasurer of the Company. On the MSGE Distribution Date, the employment agreement was assigned to MSG Entertainment in connection with the MSGE Distribution.

Pursuant to the employment agreement Mr. D’Ambrosio receives an annual base salary of not less than $575,000. He is eligible to participate in the Company’s discretionary annual bonus program with an annual target bonus opportunity equal to 75% of his base salary. Mr. D’Ambrosio is eligible for our standard benefits program. He is also eligible, subject to his continued employment by the Company and actual grant by the Compensation Committee, to participate in such long-term incentive programs that are made available in the future to similarly situated executives at the Company, with an expected aggregate annual target value of not less than $800,000. Any such awards are subject to actual grant by the Compensation Committee, and are pursuant to the applicable plan document and the terms and conditions established by the Compensation Committee in its sole discretion.

If, prior to December 31, 2021, his employment is either involuntarily terminated by the Company

for any reason other than “cause” (as defined in the agreement), or is terminated by Mr. D’Ambrosio for “good reason” (as defined in the agreement) and cause does not then exist, the Company is obligated to 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 the sum of Mr. D’Ambrosio’s annual base salary and annual target bonus and (b) any unpaid annual bonus for the fiscal year prior to the fiscal year in which such termination occurred and a prorated annual bonus for the fiscal year in which such termination occurred. Payment of any such amounts is subject to Mr. D’Ambrosio’s execution of a severance agreement including a release of claims in favor of the Company and its affiliates.

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

Joseph F. Yospe

On September 6, 2016, the Company entered into an employment agreement with Joseph F. Yospe, effective September 1, 2016, that provided for Mr. Yospe’s continued employment as the Senior Vice President, Controller and Principal Accounting Officer of the Company (the “Prior Yospe Employment Agreement”). On January 23, 2020, the Company entered into a new employment agreement with Joseph F. Yospe, which was amended on March 31, 2020, and provided for Mr. Yospe’s continued employment as the Senior Vice President, Controller and Principal Accounting Officer of the Company (the “New Yospe Employment Agreement”). On the MSGE Distribution Date, the New Yospe Employment Agreement was assigned to MSG Entertainment in connection with the MSGE Distribution.

 

 

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Pursuant to the Prior Yospe Employment Agreement Mr. Yospe received an annual base salary of $502,825. He was eligible to participate in the Company’s discretionary annual bonus program with an annual target bonus opportunity equal to 45% of his base salary. Bonus payments were based on actual salary paid during the year for which they are awarded. Mr. Yospe was eligible for our standard benefits program. He was also eligible, subject to his continued employment by the Company and actual grant by the Compensation Committee, to participate in such long-term incentive programs that were made available in the future to similarly situated executives at the Company, with an expected aggregate target value of not less than $460,000. Any such awards were subject to actual grant by the Compensation Committee, and were pursuant to the applicable plan document and the terms and conditions established by the Compensation Committee in its sole discretion.

If, prior to September 1, 2019, his employment was either involuntarily terminated by the Company for any reason other than “cause” (as defined in the agreement), or was terminated by Mr. Yospe for “good reason” (as defined in the agreement) and cause did not then exist, the Company was obligated to 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 the sum of Mr. Yospe’s annual base salary and annual target bonus and (b) any unpaid annual bonus for the fiscal year prior to the fiscal year in which such termination occurred and a prorated annual bonus for the fiscal year in which such termination occurred. Payment of any such

amounts was subject to Mr. Yospe’s execution of a severance agreement including a release of claims in favor of the Company and its affiliates.

The employment agreement contained certain covenants by Mr. Yospe including a noncompetition agreement that restricted Mr. Yospe’s ability to engage in competitive activities until the first anniversary of a termination of his employment with the Company; provided that the noncompetition covenant did not apply following a termination of Mr. Yospe’s employment either by the Company other than for cause or by Mr. Yospe for good reason (if cause does not then exist) if Mr. Yospe waived his entitlement to the severance benefits described above.

The New Yospe Employment Agreement, as amended, supersedes and replaces the Prior Yospe Employment Agreement. The terms of the New Yospe Employment Agreement are substantially similar to the terms of the Prior Yospe Employment Agreement, except: (i) Mr. Yospe will receive an annual base salary of not less than $550,000 annually and an annual target bonus equal to not less than 50% of Mr. Yospe’s annual base salary; (ii) it is expected that Mr. Yospe may participate in the Company’s long-term incentive programs that are made available in the future to similarly situated executives at the Company, with an aggregate annual target value of not less than $500,000 and (iii) Mr. Yospe’s bonus payments will be based on his target base salary. The New Yospe Employment Agreement was assigned to MSG Entertainment on the MSGE Distribution Date.

 

 

TERMINATION AND SEVERANCE

 

 

This section describes the payments that would be received by our NEOs who were employed by the Company as of June 30, 2020 upon various terminations of employment scenarios. The information under “Separation from the Company” assumes that each NEO was employed by the Company under his or her applicable

employment agreement, and his or her employment terminated as of June 30, 2020. This information is presented to illustrate the payments such NEOs would have received from the Company under the various termination scenarios. As discussed above, as of the MSGE Distribution Messrs. D’Ambrosio’s and Yospe’s employment

 

 

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with the Company ceased and each became an employee of MSG Entertainment. Neither received severance payments or benefits in connection with the MSGE Distribution. See “—Benefits Payable to the Former Executives as a Result of Termination” for additional detail.

Separation from the Company

Payments may be made to NEOs 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 Company with cause, termination by the NEO for good reason, other voluntary termination by the NEO, retirement, death, disability, or termination following a change in control of the Company or following a going private transaction. Certain of these circumstances are addressed in the employment agreement between the Company and each NEO. For a description of termination provisions in the employment agreements with our NEOs, please see “— Employment Agreements” above. In addition, award agreements for long-term incentives also address some of these circumstances.

Quantification of Termination and Severance

The following tables set forth a quantification of estimated severance and other benefits payable to the NEOs who were employed by the Company as of June 30, 2020 under various circumstances regarding the termination of their employment. A discussion of the benefits payable to the Former Executives as a result of termination follows the tables set forth below. In calculating these amounts, we have taken into consideration or otherwise assumed the following:

 

  Termination of employment occurred after the close of business on June 30, 2020.

 

  We have valued equity awards (other than stock options) using the closing market price of our Class A Common Stock of $146.89 and MSGE Class A Common Stock of $75.00
   

on the NYSE on June 30, 2020, the last trading day of our fiscal year.

 

  We have valued stock options at their intrinsic value equal to the closing market price of our Class A Common Stock of $146.89 and MSGE Class A Common Stock of $75.00 on the NYSE on June 30, 2020, less the per share exercise price, multiplied by the number of shares underlying the stock options.

 

  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 NEO’s employment agreement and the applicability of Code 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 objectives for performance-based awards are achieved (but not exceeded).

 

  With respect to Messrs. Dolan, Lustgarten and Burian, we have assumed that on June 30, 2020 each is simultaneously terminated from both the Company, MSG Entertainment and MSG Networks, as applicable. For a summary of Messrs. Dolan’s, Lustgarten’s and Burian’s treatment upon a termination from one company but not the other, please see “— Employment Agreements.” For a description of the payments and benefits to which Messrs. Dolan, Lustgarten and Burian would be entitled from MSG Entertainment and MSG Networks, as applicable, upon a termination of MSG Entertainment or MSG Networks employment, as applicable, see MSG Entertainment’s and MSG Networks’ 2020 Definitive Proxy Statements.
 

 

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Benefits Payable as a Result of Voluntary Termination of Employment by Employee, Termination of Employment by Employee Due to Retirement or by the Company for Cause.

 

In the event of a voluntary termination of employment, retirement or termination by the Company for cause, no NEO would have been

entitled to any payments at June 30, 2020, excluding any pension or other vested retirement benefits.

 

 

Benefits Payable as a Result of Termination of Employment by the Company Without Cause or by NEO for Good Reason*

 

 

Elements

 

 

 

James L.
Dolan

 

 

 

Andrew
Lustgarten

 

 

Victoria M.
     Mink     

 

 

 

Lawrence J.
Burian

 

 

 

Alexander
Shvartsman

 

 

Severance

 

 

 

$2,400,000(1)

 

 

 

$5,400,000(1)

 

 

 

$3,200,000(1)

 

 

 

$4,200,000(1)

 

 

 

$525,000(2)

 

 

Pro rata bonus

 

 

 

$560,833(3)

 

 

 

$1,131,740(3)

 

 

 

$413,252(3)

 

 

 

$582,465(3)

 

 

 

$106,366(3)

 

 

Unvested restricted stock

 

 

 

$4,739,553(4)

 

 

 

$1,522,956(4)

 

 

 

$400,716(4)

 

 

 

$713,445(4)

 

 

 

 

 

Unvested performance stock

 

 

 

$12,078,177(5)

 

 

 

$2,078,200(5)

 

 

 

$455,653(5)

 

 

 

$1,064,953(5)

 

 

 

 

 

Unvested stock options

 

 

 

(6)

 

 

 

$34,715(6)

 

 

 

 

 

 

 

 

 

 

 

*

The amounts in this table do not include any pension or other vested retirement benefits.

 

(1)

Represents severance equal to two times the sum of his or her annual base salary and annual target bonus.

 

(2)

Represents severance equal to the sum of Mr. Shvartsman’s annual base salary and annual target bonus.

 

(3)

Represents a pro rata annual bonus for the year in which the termination occurred, payable to the same extent as annual bonuses are paid to the other NEOs without regard to personal performance objectives. As a result of the MSGE Distribution, with respect to Messrs. Dolan and Lustgarten, Ms. Mink, and Messrs. Burian and Shvartsman, these amounts exclude $239,167, $668,260, $386,748, $677,535 and $43,634, respectively, that would be paid by MSG Entertainment to the Company.

 

(4)

Represents the full vesting of the 2018, 2019 and 2020 fiscal year grants of restricted stock units, as applicable, which are: Mr. Dolan: 6,304 units ($925,995), 9,765 units ($1,434,381), and 16,197 units ($2,379,177) respectively; Mr. Lustgarten: 1,077 units ($158,201), 3,257 units ($478,421) and 6,034 units ($886,334), respectively; Ms. Mink: 748 units ($109,874) and 1,980 units ($290,842) for 2019 and 2020, respectively; and Mr. Burian: 817 units ($120,009), 1,520 units ($223,273) and 2,520 units ($370,163), respectively. In addition to these amounts, upon such a termination, Messrs. Dolan and Lustgarten, Ms. Mink and Mr. Burian would also fully vest in their outstanding MSGE Distribution Restricted Units, which are: Mr. Dolan: 32,266 MSGE Distribution Restricted Units ($2,419,950); Mr. Lustgarten: 9,733 MSGE Distribution Restricted Units ($729,975); Ms. Mink: 2,728 MSGE Distribution Restricted Units ($204,600); and Mr. Burian: 4,857 MSGE Distribution Restricted Units ($364,275).

 

(5)

Represents the full vesting at target of the 2018, 2019 and 2020 fiscal year grants of performance stock units, as applicable, which are: Mr. Dolan: 18,911 units ($2,777,837), 14,647 units ($2,151,498), and 16,197 units ($2,379,177) respectively; Mr. Lustgarten: 3,229 units ($474,308), 4,885 units ($717,558) and 6,034 units ($886,334), respectively; Ms. Mink: 1,122 units ($164,811) and 1,980 units ($290,842) for 2019 and 2020, respectively; and Mr. Burian: 2,450 units ($359,881), 2,280 units ($334,909) and 2,520 units ($370,163), respectively. With respect to Mr. Dolan, the amount also represents the full vesting at target of the Performance Alignment PSU Grant of 32,471 performance stock units ($4,769,665) granted in October 2018. In addition to these amounts, upon such a termination, Messrs. Dolan and Lustgarten, Ms. Mink and Mr. Burian would also fully vest in their outstanding MSGE Distribution Performance Units at target, which are: Mr. Dolan: 82,226 MSGE Distribution Performance Units ($6,166,950); Mr. Lustgarten: 13,513 MSGE Distribution Performance Units ($1,013,475); Ms. Mink: 3,102 MSGE Distribution Performance Units ($232,650); and Mr. Burian: 7,250 MSGE Distribution Performance Units ($543,750). Pursuant to the Settlement, Mr. Dolan voluntarily relinquished the Performance Alignment PSU Grant (and related MSGE Distribution Performance Units).

 

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(6)

With respect to Mr. Dolan, represents the full vesting of the Performance Alignment Option Grants consisting of (i) 93,761 stock options, which are the unvested portion of the 125,015 market priced stock options, (ii) 108,183 stock options, which are the unvested portion of the 144,245 110% premium-priced stock options and (iii) 134,799 stock options, which are the unvested portion of the 179,732 125% premium-priced stock options, each granted in October 2018. The vestings of the Performance Alignment Option Grants have no impact on the value presented in the table above because they had an exercise price greater than the closing market price of a share of Class A Common Stock on June 30, 2020. With respect to Mr. Lustgarten, represents the full vesting of 31,275 stock options ($34,715), which are the unvested portion of the 93,826 stock options granted in the 2018 fiscal year in connection with his promotion to President of the Company. In addition to these amounts, upon such a termination, (i) Mr. Dolan’s 336,743 unvested MSGE Distribution Options would vest, but have no value because they had an exercise price greater than the closing market price of a share of Class A Common Stock on June 30, 2020 and (ii) Mr. Lustgarten’s 31,275 unvested MSGE Distribution Options ($332,766) would vest. Pursuant to the Settlement, Mr. Dolan voluntarily relinquished the Performance Alignment Option Grants (and related MSGE Distribution Options).

 

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Benefits Payable as a Result of Termination of Employment Due to Death*

 

Elements

  James L.
Dolan
  Andrew
Lustgarten
  Victoria M.
    Mink    
  Lawrence J.
Burian
  Alexander
Shvartsman

Severance

 

 

 

 

 

Pro rata bonus

 

$560,833(1)

 

$1,131,740(1)

 

$413,252(1)

 

$582,465(1)

 

Unvested restricted stock

 

$4,739,553(2)

 

$1,522,956(2)

 

$400,716(2)

 

$713,445(2)

 

$121,814(2)

Unvested performance stock

 

$12,078,177(3)

 

$2,078,200(3)

 

$455,653(3)

 

$1,064,953(3)

 

$160,159(4)

Unvested stock options

 

(5)

 

$34,715(5)

 

 

 

 

*

The amounts in this table do not include any pension or other vested retirement benefits

 

(1)

Represents a pro rata annual bonus for the year in which the termination occurred, payable to the same extent as annual bonuses are paid to the other NEOs but without regard to personal performance objectives. As a result of the MSGE Distribution, with respect to Messrs. Dolan and Lustgarten, Ms. Mink, and Mr. Burian, these amounts exclude $239,167, $668,260, $386,748 and $677,535, respectively, that would be paid by MSG Entertainment to the Company.

 

(2)

Represents the full vesting of the 2018, 2019 and 2020 fiscal year grants of restricted stock units, as applicable, which are: Mr. Dolan: 6,304 units ($925,995), 9,765 units ($1,434,381), and 16,197 units ($2,379,177) respectively; Mr. Lustgarten: 1,077 units ($158,201), 3,257 units ($478,421) and 6,034 units ($886,334), respectively; Ms. Mink: 748 units ($109,874) and 1,980 units ($290,842) for 2019 and 2020, respectively; and Mr. Burian: 817 units ($120,009), 1,520 units ($223,273) and 2,520 units ($370,163), and Mr. Shvartsman: 134 units ($19,683), 240 units ($35,254) and 451 units ($66,247), respectively. In addition to these amounts, upon such a termination, Messrs. Dolan and Lustgarten, Ms. Mink and Mr. Burian would also fully vest in their outstanding MSGE Distribution Restricted Units, which are: Mr. Dolan: 32,266 MSGE Distribution Restricted Units ($2,419,950); Mr. Lustgarten: 9,733 MSGE Distribution Restricted Units ($729,975); Ms. Mink: 2,728 MSGE Distribution Restricted Units ($204,600); Mr. Burian: 4,857 MSGE Distribution Restricted Units ($364,275); and Mr. Shvartsman 770 MSGE Distribution Restricted Units ($57,750).

 

(3)

Represents the full vesting at target of the 2018, 2019 and 2020 fiscal year grants of performance stock units, as applicable, which are: Mr. Dolan: 18,911 units ($2,777,837), 14,647 units ($2,151,498), and 16,197 units ($2,379,177) respectively; Mr. Lustgarten: 3,229 units ($474,308), 4,885 units ($717,558) and 6,034 units ($886,334), respectively; Ms. Mink: 1,122 units ($164,811) and 1,980 units ($290,842) for 2019 and 2020, respectively; and Mr. Burian: 2,450 units ($359,881), 2,280 units ($334,909) and 2,520 units ($370,163), respectively. With respect to Mr. Dolan, the amount also represents the full vesting at target of the Performance Alignment PSU Grant of 32,471 performance stock units ($4,769,665) granted in October 2018. In addition to these amounts, upon such a termination, Messrs. Dolan and Lustgarten, Ms. Mink and Mr. Burian would also fully vest in their outstanding MSGE Distribution Performance Units at target, which are: Mr. Dolan: 82,226 MSGE Distribution Performance Units ($6,166,950); Mr. Lustgarten: 13,513 MSGE Distribution Performance Units ($1,013,475); Ms. Mink: 3,102 MSGE Distribution Performance Units ($232,650); and Mr. Burian: 7,250 MSGE Distribution Performance Units ($543,750). Pursuant to the Settlement, Mr. Dolan voluntarily relinquished the Performance Alignment PSU Grant (and related MSGE Distribution Performance Units).

 

(4)

Represents the: (i) pro rata vesting at target of Mr. Shvartsman’s 2018 and 2019 fiscal year grants of performance stock units, which are: 400 units ($58,756) and 359 units ($35,156), respectively; and (ii) full vesting at target of Mr. Shvartsman’s 2020 fiscal year grants of performance stock units at target which are: 451 units ($66,247). Mr. Shvartsman would also fully vest in his outstanding MSGE Distribution Performance Units at target, which are 1,155 units ($86,625).

 

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(5)

With respect to Mr. Dolan, represents the full vesting of the Performance Alignment Option Grants consisting of (i) 93,761 stock options, which are the unvested portion of the 125,015 market priced stock options, (ii) 108,183 stock options, which are the unvested portion of the 144,245 110% premium-priced stock options and (iii) 134,799 stock options, which are the unvested portion of the 179,732 125% premium-priced stock options, each granted in October 2018. The vestings of the Performance Alignment Option Grants have no impact on the value presented in the table above because they had an exercise price greater than the closing market price of a share of Class A Common Stock on June 30, 2020. With respect to Mr. Lustgarten, represents the full vesting of 31,275 stock options ($34,715), which are the unvested portion of the 93,826 stock options granted in the 2018 fiscal year in connection with his promotion to President of the Company. In addition to these amounts, upon such a termination, (i) Mr. Dolan’s 336,743 unvested MSGE Distribution Options would vest, but have no value because they had an exercise price greater than the closing market price of a share of Class A Common Stock on June 30, 2020 and (ii) Mr. Lustgarten’s 31,275 unvested MSGE Distribution Options ($332,766) would vest. Pursuant to the Settlement, Mr. Dolan voluntarily relinquished the Performance Alignment Option Grants (and related MSGE Distribution Options).

 

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Benefits Payable as a Result of Termination of Employment Due to Disability*

 

Elements

  James L.
Dolan
  Andrew
Lustgarten
  Victoria M.
    Mink    
  Lawrence J.
Burian
 

Alexander
Shvartsman(5)

Severance

 

 

 

 

 

Pro rata bonus

 

$560,833(1)

 

$1,131,740(1)

 

$413,252(1)

 

$582,465(1)

 

Unvested restricted stock

 

$4,739,553(2)

 

$1,522,956(2)

 

$400,716(2)

 

$713,445(2)

 

$66,247(3)

Unvested performance stock

 

$12,078,177(3)

 

$2,078,200(3)

 

$455,653(3)

 

$1,064,953(3)

 

$66,247(5)

Unvested stock options

 

(4)

 

$34,715(4)

 

 

 

 

*

The amounts in this table do not include any pension or other vested retirement benefits

 

(1)

Represents a pro rata annual bonus for the year in which the termination occurred, payable to the same extent as annual bonuses are paid to the other NEOs but without regard to personal performance objectives. As a result of the MSGE Distribution, with respect to Messrs. Dolan and Lustgarten, Ms. Mink, and Mr. Burian, these amounts exclude $239,167, $668,260, $386,748 and $677,535, respectively, that would be paid by MSG Entertainment to the Company.

 

(2)

Represents the full vesting of the 2018, 2019 and 2020 fiscal year grants of restricted stock units, as applicable, which are: Mr. Dolan: 6,304 units ($925,995), 9,765 units ($1,434,381), and 16,197 units ($2,379,177) respectively; Mr. Lustgarten: 1,077 units ($158,201), 3,257 units ($478,421) and 6,034 units ($886,334), respectively; Ms. Mink: 748 units ($109,874) and 1,980 units ($290,842) for 2019 and 2020, respectively; and Mr. Burian: 817 units ($120,009), 1,520 units ($223,273) and 2,520 units ($370,163), respectively. In addition to these amounts, upon such a termination, Messrs. Dolan and Lustgarten, Ms. Mink and Mr. Burian would also fully vest in their outstanding MSGE Distribution Restricted Units, which are: Mr. Dolan: 32,266 MSGE Distribution Restricted Units ($2,419,950); Mr. Lustgarten: 9,733 MSGE Distribution Restricted Units ($729,975); Ms. Mink: 2,728 MSGE Distribution Restricted Units ($204,600); and Mr. Burian: 4,857 MSGE Distribution Restricted Units ($364,275).

 

(3)

Represents the full vesting of Mr. Shvartsman’s 2020 fiscal year grants of restricted stock units, which are: 451 units ($66,247). Mr. Shvartsman would also fully vest in his outstanding MSGE Distribution Restricted Units, which are 396 units ($29,700).

 

(4)

Represents the full vesting at target of the 2018, 2019 and 2020 fiscal year grants of performance stock units, as applicable, which are: Mr. Dolan: 18,911 units ($2,777,837), 14,647 units ($2,151,498), and 16,197 units ($2,379,177) respectively; Mr. Lustgarten: 3,229 units ($474,308), 4,885 units ($717,558) and 6,034 units ($886,334), respectively; Ms. Mink: 1,122 units ($164,811) and 1,980 units ($290,842) for 2019 and 2020, respectively; and Mr. Burian: 2,450 units ($359,881), 2,280 units ($334,909) and 2,520 units ($370,163), respectively. With respect to Mr. Dolan, the amount also represents the full vesting at target of the Performance Alignment PSU Grant of 32,471 performance stock units ($4,769,665) granted in October 2018. In addition to these amounts, upon such a termination, Messrs. Dolan and Lustgarten, Ms. Mink and Mr. Burian would also fully vest in their outstanding MSGE Distribution Performance Units at target, which are: Mr. Dolan: 82,226 MSGE Distribution Performance Units ($6,166,950); Mr. Lustgarten: 13,513 MSGE Distribution Performance Units ($1,013,475); Ms. Mink: 3,102 MSGE Distribution Performance Units ($232,650); and Mr. Burian: 7,250 MSGE Distribution Performance Units ($543,750). Pursuant to the Settlement, Mr. Dolan voluntarily relinquished the Performance Alignment PSU Grant (and related MSGE Distribution Performance Units).

 

(5)

Represents the full vesting at target of Mr. Shvartsman’s 2020 fiscal year grant of performance stock units, which are: 451 units ($66,247). Mr. Shvartsman would also fully vest in his outstanding MSGE Distribution Performance Units at target, which are 396 units ($29,700).

 

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(6)

With respect to Mr. Dolan, represents the full vesting of the Performance Alignment Option Grants consisting of (i) 93,761 stock options, which are the unvested portion of the 125,015 market priced stock options, (ii) 108,183 stock options, which are the unvested portion of the 144,245 110% premium-priced stock options and (iii) 134,799 stock options, which are the unvested portion of the 179,732 125% premium-priced stock options, each granted in October 2018. The vestings of the Performance Alignment Option Grants have no impact on the value presented in the table above because they had an exercise price greater than the closing market price of a share of Class A Common Stock on June 30, 2020. With respect to Mr. Lustgarten, represents the full vesting of 31,275 stock options ($34,715), which are the unvested portion of the 93,826 stock options granted in the 2018 fiscal year in connection with his promotion to President of the Company. In addition to these amounts, upon such a termination, (i) Mr. Dolan’s 336,743 unvested MSGE Distribution Options would vest, but have no value because they had an exercise price greater than the closing market price of a share of Class A Common Stock on June 30, 2020 and (ii) Mr. Lustgarten’s 31,275 unvested MSGE Distribution Options ($332,766) would vest. Pursuant to the Settlement, Mr. Dolan voluntarily relinquished the Performance Alignment Option Grants (and related MSGE Distribution Options).

 

(7)

In addition to the amounts shown in the column, a termination by the Company of Mr. Shvartsman due to disability would be treated under his employment agreement as a termination by the Company without cause. For details on the amounts due upon such termination by the Company without cause, please see the “Benefits Payable as a Result of Termination of Employment by the Company Without Cause or by NEO for Good Reason” table.

 

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Benefits Payable as a Result of Termination of Employment by the Company without Cause or for Good Reason Following a Change in Control or Going Private Transaction(1)*

 

Elements

  James L.
Dolan
  Andrew
Lustgarten
  Victoria M.
Mink
  Lawrence J.
Burian
  Alexander
Shvartsman

Severance

  $2,400,000(2)   $5,400,000(2)   $3,200,000(2)   $4,200,000(2)   $525,000(3)

Pro rata bonus

  $560,833(4)   $1,131,740(4)   $413,252(4)   $582,465(4)   $106,366(4)

Unvested restricted stock

  $4,739,553(5)   $1,522,956(5)   $400,716(5)   $713,445(5)   $121,184(5)

Unvested performance stock

  $12,078,177(6)   $2,078,200(6)   $455,653(6)   $1,064,953(6)   $177,737(6)

Unvested stock options

  (7)   $34,715(7)      

 

*

The amounts in this table do not include any pension or other vested retirement benefits

 

(1)

The information in this table and the footnotes hereto describe amounts payable as a result of certain terminations of employment by the NEO or the Company following a change in control. The amounts payable as a result of termination of employment by the NEO or the Company following a going private transaction are generally equal to or less than the amounts payable as a result of termination of employment by the NEO or the Company following a change in control. Notwithstanding the amounts set forth in this table, if any payment otherwise due to any of the NEOs would result in the imposition of an excise tax under Code Section 4999, then the Company would instead pay to the applicable NEO either (a) the amounts set forth in this table, or (b) the maximum amount that could be paid to such NEO without the imposition of the excise tax, whichever results in a greater amount of after-tax proceeds to such NEO.

 

(2)

Represents severance equal to two times the sum of his or her annual base salary and annual target bonus.

 

(3)

Represents severance equal to Mr. Shvartsman’s annual base salary and annual target bonus.

 

(4)

Represents a pro rata annual bonus for the year in which the termination occurred, payable to the same extent as annual bonuses are paid to the other NEOs without regard to personal performance objectives. As a result of the MSGE Distribution, with respect to Messrs. Dolan and Lustgarten, Ms. Mink, and Messrs. Burian and Shvartsman, these amounts exclude $239,167, $668,260, $386,748, $677,535 and $43,634, respectively, that would be paid by MSG Entertainment to the Company.

 

(5)

Represents the full vesting of the 2018, 2019 and 2020 fiscal year grants of restricted stock units, as applicable, which are: Mr. Dolan: 6,304 units ($925,995), 9,765 units ($1,434,381), and 16,197 units ($2,379,177) respectively; Mr. Lustgarten: 1,077 units ($158,201), 3,257 units ($478,421) and 6,034 units ($886,334), respectively; Ms. Mink: 748 units ($109,874) and 1,980 units ($290,842) for 2019 and 2020, respectively; Mr. Burian: 817 units ($120,009), 1,520 units ($223,273) and 2,520 units ($370,163), respectively; and Mr. Shvartsman: 134 units ($19,683), 240 units ($35,254) and 451 units ($66,247), respectively. Upon a change in control or going private transaction, the applicable NEO will be entitled to either (in the successor entity’s discretion) (a) cash equal to the unvested units multiplied by the per share price paid in the change in control or going private transaction, or (b) only if the successor entity is a publicly traded company, a replacement unit award from the successor entity with the same terms. Any such cash award would be payable upon the earliest of (x) the date the units were originally scheduled to vest so long as the applicable NEO remains continuously employed, (y) a termination without cause or a resignation for good reason, or (z) only if the successor entity elects clause (b) above, upon a resignation without good reason that is at least six months, but no more than nine months following the change in control or going private transaction. In addition to these amounts, upon such a termination, Messrs. Dolan and Lustgarten, Ms. Mink and Messrs. Burian and Shvartsman would also fully vest in their outstanding MSGE Distribution Restricted Units, which are: Mr. Dolan: 32,266 MSGE Distribution Restricted Units ($2,419,950); Mr. Lustgarten: 9,733 MSGE Distribution Restricted Units ($729,975); Ms. Mink: 2,728 MSGE Distribution

 

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  Restricted Units ($204,600); Mr. Burian: 4,857 MSGE Distribution Restricted Units ($364,275); and Mr. Shvartsman: 770 MSGE Distribution Restricted Units ($57,750).

 

(6)

Represents the full vesting at target of the 2018, 2019 and 2020 fiscal year grants of performance stock units, as applicable, which are: Mr. Dolan: 18,911 units ($2,777,837), 14,647 units ($2,151,498), and 16,197 units ($2,379,177) respectively; Mr. Lustgarten: 3,229 units ($474,308), 4,885 units ($717,558) and 6,034 units ($886,334), respectively; Ms. Mink: 1,122 units ($164,811) and 1,980 units ($290,842) for 2019 and 2020, respectively; Mr. Burian: 2,450 units ($359,881), 2,280 units ($334,909) and 2,520 units ($370,163), respectively; and Mr. Shvartsman: 400 units ($58,756), 359 units ($52,724) and 451 units ($66,247), respectively. With respect to Mr. Dolan, the amount also represents the full vesting at target of the Performance Alignment PSU Grant of 32,471 performance stock units ($4,769,665) granted in October 2018. Such awards become payable (i) upon a change in control, regardless of whether the applicable NEO’s employment is terminated, or (ii) following a going private transaction if the applicable NEO is employed through July 1, 2020 (in the case of the 2018 fiscal year award), July 1, 2021 (in the case of the 2019 fiscal year award) or July 1, 2022 (in the case of the 2020 fiscal year award) or is terminated without cause or resigns for good reason prior to such applicable date. In addition to these amounts, upon such a termination, Messrs. Dolan and Lustgarten, Ms. Mink, Messrs. Burian and Shvartsman would also fully vest in their outstanding MSGE Distribution Performance Units at target, which are: Mr. Dolan: 82,226 MSGE Distribution Performance Units ($6,166,950); Mr. Lustgarten: 13,513 MSGE Distribution Performance Units ($1,013,475); Ms. Mink: 3,102 MSGE Distribution Performance Units ($232,650); Mr. Burian: 7,250 MSGE Distribution Performance Units ($543,750); and Mr. Shvartsman: 1,155 MSGE Distribution Performance Units ($86,625). Pursuant to the Settlement, Mr. Dolan voluntarily relinquished the Performance Alignment PSU Grant (and related MSGE Distribution Performance Units).

 

(7)

With respect to Mr. Dolan, represents the full vesting of the Performance Alignment Option Grants consisting of (i) 93,761 stock options, which are the unvested portion of the 125,015 market priced stock options, (ii) 108,183 stock options, which are the unvested portion of the 144,245 110% premium-priced stock options and (iii) 134,799 stock options, which are the unvested portion of the 179,732 125% premium-priced stock options, each granted in October 2018. The vestings of the Performance Alignment Option Grants have no impact on the value presented in the table above because they had an exercise price greater than the closing market price of a share of Class A Common Stock on June 30, 2020. With respect to Mr. Lustgarten, represents the full vesting of 31,275 stock options ($34,715), which are the unvested portion of the 93,826 stock options granted in the 2018 fiscal year in connection with his promotion to President of the Company. Upon a change in control or going private transaction, Mr. Dolan and Mr. Lustgarten, as applicable, will be entitled to either (a) cash equal to the number of options multiplied by the excess of the per share price paid in the change in control or going private transaction over the exercise price, or (b) only if the successor entity is a publicly traded company, a replacement option award from the successor entity with the same terms. Any such cash award would be payable, or unvested options would vest, upon the earliest of (x) the date the options were originally scheduled to vest so long as Mr. Dolan or Mr. Lustgarten, as applicable, remains continuously employed, (y) a termination without cause or a resignation for good reason within three years following the change in control or going private transaction, or (z) only if the successor entity elects clause (b) above, upon a resignation without good reason that is at least six months, but no more than nine months following the change in control or going private transaction. Any options that have an exercise price greater than the per share price paid in the change in control or going private transaction may be cancelled for no consideration. In addition to these amounts, upon such a termination, (i) Mr. Dolan’s 336,743 unvested MSGE Distribution Options would vest, but have no value because they had an exercise price greater than the closing market price of a share of Class A Common Stock on June 30, 2020 and (ii) Mr. Lustgarten’s 31,275 unvested MSGE Distribution Options ($332,766) would vest. Pursuant to the Settlement, Mr. Dolan voluntarily relinquished the Performance Alignment Option Grants (and related MSGE Distribution Options).

 

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Benefits Payable to the Former Executives as a Result of Termination

 

The Former Executives ceased to be employed by the Company as of the MSGE Distribution and did not receive any severance or other termination payments or benefits from the Company. Notwithstanding the Former Executives’ terminations of employment with the Company in connection with the MSGE Distribution, the Former Executives continue to hold long-term incentive awards of the Company, which will continue to vest subject to their continued employment with MSG Entertainment. The Former Executives awards have the same terms as Mr. Shvartsman’s awards as described herein, including vesting provisions in the event of the Former Executives’ deaths, disabilities or a change in control or going private transaction of the Company.

In the event of Mr. D’Ambrosio’s death, Mr. D’Ambrosio will be entitled to $425,247, representing the full vesting of Mr. D’Ambrosio’s 2018, 2019 and 2020 fiscal year grants of Company restricted stock units and $596,374, representing the (i) pro rata target value of Mr. D’Ambrosio’s 2018 and 2019 fiscal year grants of performance stock units; and (ii) full target value of Mr. D’Ambrosio’s 2020 fiscal year grant of performance stock units. Mr. D’Ambrosio would also be entitled to $217,125, representing the full vesting of his MSGE Distribution Restricted Units and $337,125, representing the full vesting of his MSGE Distribution Performance Units at target, in each case, from MSG Entertainment.

In the event of Mr. Yospe’s death, Mr. Yospe will be entitled to $247,950, representing the full vesting of Mr. Yospe’s 2018, 2019 and 2020 fiscal year grants of Company restricted stock units and $353,613, representing the (i) pro rata target value of Mr. Yospe’s 2018 and 2019 fiscal year grants of performance stock units; and (ii) full target value of Mr. Yospe’s 2020 fiscal year grant of performance stock units. Mr. Yospe would also be entitled to $136,125, representing the full vesting of his MSGE Distribution

Restricted Units and $208,800, representing the full vesting of his MSGE Distribution Performance Units at target, in each case, from MSG Entertainment.

In the event of Mr. D’Ambrosio’s disability, Mr. D’Ambrosio will be entitled to $211,522, representing the full vesting of Mr. D’Ambrosio’s 2020 fiscal year grant of Company restricted stock units and $211,522, representing the full target value of Mr. D’Ambrosio’s 2020 fiscal year grant of performance stock units. Mr. D’Ambrosio would also be entitled to $217,125, representing the full vesting of his MSGE Distribution Restricted Units and $337,125, representing the full vesting of his MSGE Distribution Performance Units at target, in each case, from MSG Entertainment.

In the event of Mr. Yospe’s disability, Mr. Yospe will be entitled to $121,625, representing the full vesting of Mr. Yospe’s 2020 fiscal year grant of Company restricted stock units and $121,625, representing the full target value of Mr. Yospe’s 2020 fiscal year grant of performance stock units. Mr. Yospe would also be entitled to $136,125, representing the full vesting of his MSGE Distribution Restricted Units and $208,800, representing the full vesting of his MSGE Distribution Performance Units at target, in each case, from MSG Entertainment.

Upon a change in control or going private transaction involving the Company, Mr. D’Ambrosio will be entitled, with respect to his Company restricted stock units (the aggregate value of which equaled $425,247 as of June 30, 2020), to either (in the successor entity’s discretion) (a) cash equal to the unvested units multiplied by the per share price paid in the change in control or going private transaction, or (b) only if the successor entity is a publicly traded company, a replacement unit award from the successor entity with the same terms. Any such cash award would be payable, or replacement unit award would vest, upon the date on which the units were originally scheduled to vest so long as

 

 

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the executive remains continuously employed by MSG Entertainment. Upon a change in control or going private transaction involving the Company, Mr. D’Ambrosio will be entitled, with respect to his performance stock units, to the target value (the aggregate value of which equaled $660,271 as of June 30, 2020), which becomes payable (i) upon a change in control, regardless of whether his employment is terminated, or (ii) following a going private transaction if he is employed by MSG Entertainment through July 1, 2020 (in the case of the 2018 fiscal year award), July 1, 2021 (in the case of the 2019 fiscal year award) or July 1, 2022 (in the case of the 2020 fiscal year award).

Upon a change in control or going private transaction involving the Company, Mr. Yospe will be entitled, with respect to his Company restricted stock units (the aggregate value of which equaled $247,950 as of June 30, 2020), to either (in the successor entity’s discretion) (a) cash equal to the unvested units multiplied by the

per share price paid in the change in control or going private transaction, or (b) only if the successor entity is a publicly traded company, a replacement unit award from the successor entity with the same terms. Any such cash award would be payable, or replacement unit award would vest, upon the date on which the units were originally scheduled to vest so long as the executive remains continuously employed by MSG Entertainment. Upon a change in control or going private transaction involving the Company, Mr. Yospe will be entitled, with respect to his performance stock units, to the target value (the aggregate value of which equaled $390,287 as of June 30, 2020), which becomes payable (i) upon a change in control, regardless of whether his employment is terminated, or (ii) following a going private transaction if he is employed by MSG Entertainment through July 1, 2020 (in the case of the 2018 fiscal year award), July 1, 2021 (in the case of the 2019 fiscal year award) or July 1, 2022 (in the case of the 2020 fiscal year award).

 

 

EQUITY COMPENSATION PLAN INFORMATION

 

 

The following table sets forth information with respect to compensation plans in effect as of

June 30, 2020 under which equity securities of the Company are authorized for issuance.

 

 

Plan Category

  Number of Securities to
Be Issued Upon
Exercise of
Outstanding Options,
Warrants and
Rights(1)(2)

(a)
  Weighted-average
Exercise Price of
Outstanding
Options, Warrants
and Rights(3)

(b)
  Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected in
Column (a))(2)

(c)

Class A Common Stock Equity compensation plans approved by security holders

  1,175,991   $225.79   1,097,851

Class A Common Stock Equity compensation plans not approved by security holders

     

Total

  1,175,991   $225.79   1,097,851

 

(1)

Includes the following plans: Employee Stock Plan and the Director Stock Plan. Consists of 633,173 restricted stock units (both time-vesting and target performance-vesting) and 542,818 stock options.

 

(2)

In August 2020, the Compensation Committee granted awards of restricted stock units and target performance stock units covering an aggregate of 99,557 shares. The number of securities in columns (a) and (c) do not reflect the grant of these units.

 

(3)

Represents the weighted average exercise price of the 542,818 outstanding stock options.

 

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CEO PAY RATIO

 

 

We are providing the following information about the relationship of the median annual total compensation of our employees and the total compensation of Mr. Andrew Lustgarten, our President and Chief Executive Officer as of June 30, 2020, pursuant to the SEC’s pay ratio disclosure rules set forth in Item 402(u) of Regulation S-K (“Item 402”). Because we had two CEOs during 2020, SEC rules allow us the option of calculating the compensation for the CEO serving in that position on the date we selected to identify the median employee and annualize that CEO’s compensation. Accordingly, we annualized the compensation Mr. Lustgarten received during his role as President and Chief Executive Officer. The pay ratio is calculated in a manner consistent with the SEC’s pay ratio disclosure rules.

To identify our median employee, we first determined our employee population as of June 30, 2020, which consisted of employees located in the U.S. and internationally, representing all full-time, part-time, seasonal and temporary employees employed by the Company on that date. Using information from our payroll records, we then measured each employee’s annual total compensation, consisting of base salary, overtime payments, short and long-term incentives, and sales incentives. For non-U.S. employees paid in local currency, the total annual compensation was translated to U.S. dollars using

published exchange rates as of June 30, 2020, and total compensation for full-time employees who were employed for less than the full fiscal year (i.e., full-time employees who were hired during the course of the 2020 fiscal year) was annualized. The Company did not otherwise make any adjustments under Item 402.

Once we identified the median employee, we then determined that employee’s total compensation, including any perquisites and other benefits, in the same manner that we determined the total compensation of our NEOs for purposes of the Summary Compensation Table above.

Given the nature of our business, more than half of our employee population consists of part-time, seasonal and temporary employees. These employees, by the nature of their limited hours worked during the year, have relatively low total compensation when compared to full-time employees. Item 402 does not permit annualized or full-time equivalent adjustments to the compensation of these individuals when identifying our median employee or calculating the pay ratio.

Using these guidelines, for the 2020 fiscal year our President and Chief Executive Officer’s annualized total compensation of $7,424,166 and the median-compensated employee, a full-time sales representative had an annual total compensation of $35,000. The resulting ratio was 212:1.

Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio provided above may not be comparable to the pay ratio reported by other companies, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratio.

 

 

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OUR EXECUTIVE OFFICERS

The following individuals are our executive officers:

 

James L. Dolan(1)   Executive Chairman
Andrew Lustgarten   President and Chief Executive Officer
Victoria M. Mink   Executive Vice President, Chief Financial Officer and Treasurer

Lawrence J. Burian

  Executive Vice President and General Counsel

Alexander Shvartsman

  Senior Vice President, Controller and Principal Accounting Officer

 

  (1)

The biography for James L. Dolan appears above under “Proposal 1 — Election of Directors.”

 

 

ANDREW LUSTGARTEN, 43, is the President (since 2017) and Chief Executive Officer (since April 2020) of the Company. Mr. Lustgarten is also the President of MSG Entertainment since November 2019. As President and Chief Executive Officer of the Company, Mr. Lustgarten is responsible for setting the overall business strategy and overseeing the day-to-day operations for the Company’s sports franchises, featuring the New York Knicks and the New York Rangers. Mr. Lustgarten also leads efforts to advance the Company’s business, including pursuing new initiatives to enhance these sports brands, as well as identifying opportunities for growth. Previously, Mr. Lustgarten served as Executive Vice President, Corporate Development and Strategy of the Company, from 2014 to 2017. In his role as Executive Vice President, Corporate Development and Strategy, Mr. Lustgarten was responsible for developing both internal and external opportunities that advance the Company’s key growth initiatives, maintaining key industry and strategic alliances, and overseeing the Company’s involvement in new strategic transactions. Prior to his employment with the Company, Mr. Lustgarten worked at the NBA, as Senior Vice President, Global Strategy and Senior Vice President, Business and Strategic Development, from 2012 to 2014, and as Special Assistant to the Commissioner from 2007 to 2012. Prior to joining the NBA in 2007, Mr. Lustgarten held various positions, including Vice President, Finance at Cablevision, and as a financial analyst in the Media and Entertainment Investment Banking Group of Bear Stearns & Co.

Mr. Lustgarten has served as a director of Boston Calling Events, LLC since 2016, Tao Group Holdings LLC since 2017 and both the Garden of Dreams Foundation and Counter Logic Gaming since 2018. He has served as a director since 2001 and as Chairman since 2020 of the Lustgarten Foundation for Pancreatic Cancer Research, the nation’s largest private supporter of pancreatic cancer research. Mr. Lustgarten previously served as a director of Tribeca Enterprises LLC from 2017 to August 2019.

VICTORIA M. MINK, 52, is the Executive Vice President, Chief Financial Officer (since January 2019) and Treasurer (since April 2020) of the Company. Previously, she served as Executive Vice President, Finance from October 2018 through December 2018. Prior to joining the Company, Ms. Mink served as the Senior Vice President, Chief Accounting Officer for Altice USA from June 2016 to October 2018, where she was responsible for all accounting and financial reporting compliance, including acquisition transactions, a spin-off transaction and an initial public offering. She was also responsible for setting the strategic direction, goals and initiatives for the accounting, accounts payable and financial systems departments, presenting to the audit committee, implementing new accounting policies and compliance with company policies and Sarbanes Oxley. Prior to this, Ms. Mink served as the Senior Vice President, Controller and Principal Accounting Officer for Cablevision from 2011 to 2016. Ms. Mink joined Cablevision in November 1997. Before joining Cablevision, Ms. Mink was an audit manager with KPMG LLP.

 

 

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LAWRENCE J. BURIAN, 50, is the Executive Vice President and General Counsel of the Company since 2015. Mr. Burian is also the Executive Vice President and General Counsel of MSG Networks since 2010. He also served as the Secretary of the Company and MSG Networks from 2015 and 2010, respectively, until December 2018. Mr. Burian previously served in various roles at Cablevision, including: Senior Vice President, Associate General Counsel from 2005 until 2010; Vice President and Associate General Counsel from 2002 to 2004; and Assistant General Counsel from 2000 to 2002. Mr. Burian was an Associate at Davis Polk & Wardwell LLP from August 1995 to 2000 and September 1994 to January 1995. He was a Law Clerk to Justice Aharon Barak, Deputy President (later President) of the Supreme Court of Israel from January 1995 to June 1995. Mr. Burian has served as a director of the Garden of Dreams Foundation since 2011and is a Trustee of the American Society for Yad Vashem, the Hebrew Home for the Aged at Riverdale (d/b/a/ Hebrew Home at Riverdale) and

ElderServe Health, Inc. (d/b/a RiverSpring Health Plans) since 2017. Mr. Burian previously served as a director of Tribeca Enterprises LLC from 2014 to August 2019 and Fuse Media, Inc. from 2014 to July 2019, Boston Calling Events, LLC from 2016 to April 2020, and Tao Group Holdings LLC from 2017 to April 2020.

ALEXANDER SHVARTSMAN, 47, is the Senior Vice President, Controller and Principal Accounting Officer of the Company since April 2020. Previously, Mr. Shvartsman served in various roles at the Company, including as Senior Vice President and Assistant Controller from 2016 to April 2020, Vice President, External Reporting and Consolidations from 2015 to 2016; Vice President, Technical Accounting and Accounting Policy from March 2015 to October 2015; Director, Technical Accounting and Accounting Policy from 2013 to 2015; and Director, External Reporting from 2010 to 2013. Prior to his roles at the Company, Mr. Shvartsman served in various capacities at CIT Group Inc., American Standard Inc. and KPMG LLP.