DEF 14A 1 d367147ddef14a.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 ENTERTAINMENT 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 paid previously with preliminary materials.

 

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.


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LOGO

JAMES L. DOLAN

Executive Chairman and

Chief Executive Officer

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 webcast on Tuesday, December 6, 2022 at 10:00 a.m. Eastern Time. You can attend the annual meeting via the internet by visiting www.virtualshareholdermeeting.com/MSGE2022. 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 and

Chief Executive Officer

October 26, 2022

 

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


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PROXY STATEMENT

NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS

 

 

To the Stockholders of

Madison Square Garden Entertainment Corp.

The Annual Meeting of Stockholders of Madison Square Garden Entertainment Corp. will be held on Tuesday, December 6, 2022, 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/MSGE2022 (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 and ask questions during the 2022 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.

Approval of the Company’s 2020 Employee Stock Plan, as amended.

 

  4.

Approval of the Company’s 2020 Stock Plan for Non-Employee Directors, as amended.

 

  5.

An advisory vote on the compensation of our named executive officers.

 

  6.

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

Only stockholders of record on October 17, 2022 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

Secretary

New York, New York

October 26, 2022

MADISON SQUARE GARDEN ENTERTAINMENT 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

     4  

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

     6  

Board and Governance Practices

     12  

Corporate Governance Practices

     12  

Stockholder Engagement

     12  

Board Leadership Structure

     12  

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

     15  

Director Selection

     16  

Board Meetings

     16  

Committees

     17  

Director Compensation

     20  

Proposal 1 — Election of Directors

     23  

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

     35  

Audit Committee Matters

     36  

Change in Independent Registered Public Accounting Firm

     36  

Services and Fees for 2022 and 2021

     37  

Report of Audit Committee

     38  

Letter from the Compensation Committee

     39  

Compensation Discussion & Analysis

     40  

Executive Summary

     40  

Compensation Program Practices and Policies

     45  

Elements of Our Compensation Program

     49  

Benefits

     58  

Perquisites

     59  

Post-Termination Compensation

     60  

Awards Issued in Connection with the Distribution

     60  

Report of Compensation Committee

     62  

Executive Compensation Tables

     63  

Certain Compensation Disclosure Considerations

     63  

Summary Compensation Table

     64  

 

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Grants of Plan-Based Awards

     68  

Outstanding Equity Awards at June 30, 2022

     70  

Option Exercises and Stock Vested

     73  

Pension Benefits

     74  

Nonqualified Deferred Compensation

     77  

Employment Agreements

     77  

Termination and Severance

     87  

Equity Compensation Plan Information

     94  

CEO Pay Ratio

     96  

Proposal  3 — Approval of the Company’s 2020 Employee Stock Plan, as amended

     97  

Proposal 4 — Proposal to Approve the Company’s 2020 Stock Plan for Non-Employee Directors, as Amended

     103  

New Plan Benefits Table

     107  

Proposal  5 — Non-Binding Advisory Vote On Named Executive Officer Compensation

     109  

Our Executive Officers

     110  

Transactions with Related Parties

     112  

Relationship Between Us, MSGS and AMC Networks

     112  

Aircraft Arrangements

     117  

Dolan Family Arrangements

     119  

Other

     120  

Certain Relationships and Potential Conflicts of Interest

     120  

Related Party Transaction Approval Policy

     122  

Delinquent Section 16(a) Reports

     123  

Stock Ownership Table

     124  

Other Matters

     137  

Stockholder Proposals for 2023 Annual Meeting

     137  

Advance Notice of Proxy Holders and Qualified Representatives

     137  

2022 Form 10-K

     138  

Annex A — Reconciliation of Non-GAAP Amounts

     A-1  

Annex B — 2020 Employee Stock Plan as amended through December 6, 2022

     B-1  

Annex C — 2020 Stock Plan for Non-Employee Directors as amended through December 6, 2022

     C-1  

 

- ii -


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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, 2022 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

Proposal 3

  

Approval of the Company’s 2020 Employee Stock Plan, as amended

  FOR

Proposal 4

  

Approval of the Company’s 2020 Stock Plan for Non-Employee Directors, as amended

  FOR

Proposal 5

  

An advisory vote on the compensation of our named executive officers

  FOR

COMPANY OVERVIEW

 

 

Madison Square Garden Entertainment Corp. (the “Company”) is a leader in live entertainment comprised of iconic venues, marquee entertainment brands, regional sports and entertainment networks, popular dining and nightlife offerings, and a premier music festival.

The Company manages its business through three reportable segments:

 

 

Entertainment: This segment includes the Company’s portfolio of venues: Madison Square Garden (“The Garden”), Hulu Theater at Madison Square Garden, Radio City Music Hall, the Beacon Theatre, and The Chicago Theatre. In addition, the Company has unveiled its vision for state-of-the-art venues, called MSG Sphere, and is currently building its first such venue in Las Vegas. The Entertainment segment also includes the original production, the Christmas Spectacular Starring the Radio City Rockettes (the “Christmas Spectacular”), as well as Boston Calling Events, LLC

   

(“BCE”), the entertainment production company that owns and operates the Boston Calling Music Festival. This segment also includes our bookings business, which features a variety of live entertainment and sports experiences.

 

 

MSG Networks: This segment is comprised of the Company’s regional sports and entertainment networks, MSG Network and MSG Sportsnet (formerly MSG+), as well as a companion streaming service, MSG GO, and other digital properties. MSG Networks serves the New York Designated Market Area, as well as other portions of New York, New Jersey, Connecticut and Pennsylvania and features a wide range of sports content, including exclusive live local games and other programming of the New York Knicks (the “Knicks”) of the National Basketball Association (the “NBA”) and the New York Rangers (the “Rangers”), New York Islanders (the “Islanders”), New Jersey Devils (the

 

 

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“Devils”) and Buffalo Sabres (the “Sabres”) of the National Hockey League (the “NHL”), as well as significant coverage of the New York Giants (the “Giants”) and Buffalo Bills (the “Bills”) of the National Football League (the “NFL”).

 

 

Tao Group Hospitality: This segment features the Company’s controlling interest in TAO Group Holdings LLC (“Tao Group

   

Hospitality”), a hospitality group with globally-recognized entertainment dining and nightlife brands including: Tao, Marquee, Lavo, Beauty & Essex, Cathédrale, Hakkasan and Omnia. Tao Group Hospitality operates over 70 entertainment dining and nightlife branded locations in over 20 markets across five continents.

 

 

CORPORATE GOVERNANCE AND BOARD PRACTICES

 

 

Our 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. The Governance Guidelines and our other governance documents provide a framework for our governance practices, including:

 

 

   

  

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

 

   

  

Board composition to include a broad range of skills, experience, industry knowledge, diversity of opinion and contacts relevant to the Company’s business, which serves the interests of 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 aim to create an employee experience that fosters the Company’s culture of respect and inclusion. By welcoming the diverse perspectives and experiences of our employees, we all share in the creation of a more vibrant, unified, and engaging place to work.

Together with MSG Sports, we have furthered these objectives under our expanded Talent Management, Diversity and Inclusion function led by our VP, Talent Management and Chief Diversity Officer, including:

Workforce: Embedding Diversity and Inclusion through Talent Actions

 

 

Introduced bi-annual workforce demographic dashboards to the extended management team and facilitated four diversity and inclusion content-specific working sessions to advise leaders on strategies to build and retain inclusive teams.

 

 

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Revisited our mandatory Inclusive Selection Training for managers and developed guidelines to de-bias talent review conversations with an aim to increase objectivity and consistency around leadership potential.

 

 

Developed an Emerging Talent List to expand our talent pool to better identify and develop high performing diverse talent for expanded roles and promotion opportunities.

Workplace: Building an Inclusive and Accessible Community

 

 

In fiscal year 2022, we launched the MSG Diversity & Inclusion Heritage Month enterprise calendar to acknowledge and celebrate culturally relevant days and months of recognition, anchored by our six employee resource groups: Asian Americans and Pacific Islanders (AAPI), Black, LatinX, PRIDE, Veterans, and Women. Viewership of D&I related content on our internal employee communications portal by MSG Entertainment and MSG Sports personnel more than doubled year-over-year.

 

 

Introduced a Paid Military Leave benefit to support our employees who are called to military service, demonstrating our commitment to be a military-friendly employer.

 

 

Launched our first employer-branded campaign, “We Are MSG”, reflecting the values of the Company and MSG Sports and the diversity that unites our community. The first video, Faces of MSG, was publicly released on internal and external platforms, anchoring our careers website and LinkedIn page.

Community: Bridging the Divide through Expansion to Diverse Stakeholders

 

 

Focused on connecting with minority-owned businesses to increase the diversity of our vendors and suppliers by leveraging

   

employee resource groups and our community, which creates revenue generating opportunities for diverse suppliers to promote their businesses and products. In fiscal year 2022, we hosted the Black Fashion Pop-Up Shop and Pride Fest for Black and LGBTQ+ entrepreneurs, respectively.

 

 

Invested in an external facing supplier diversity portal on our website, which we expect to launch in fiscal year 2023. The portal is intended to expand opportunities for us to do business with diverse suppliers, including minority-, women-, LGBTQ+- and veteran-owned businesses.

 

 

Strengthened our commitment to higher education institutions to increase campus recruitment pipelines. In partnership with the Knicks and our social impact team, we hosted the 1st Annual Historically Black Colleges and Universities (“HBCU”) Night highlighting the important contributions of these institutions. In partnership with Chase, we awarded a twenty-five-thousand-dollar scholarship to a Spelman College student. Additionally, we hosted HBCU SpringComing Innovation Lab for select HBCU alumni and students, leveraging their insights to strengthen our recruitment outreach strategy. We also partnered with select City University of New York students to host resume workshops curated and sponsored by the PRIDE employee resource group.

 

 

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DIRECTOR NOMINEES

 

 

The Board has nominated 17 director candidates. Of the 17 nominees, five are Class A nominees and twelve are Class B nominees. Assuming all of the director nominees are elected at the 2022 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 2023 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 experience in business leadership, finance and accounting, law, government service, management, investment, operational and strategic

   

planning, and extensive knowledge of the media, sports and entertainment industries.

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

 

 

Class B nominees collectively have significant experience in industry and business leadership, finance and accounting, operational and strategic planning, 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

            Martin Bandier

  

James L. Dolan

  

Quentin F. Dolan

            Joseph J. Lhota

  

Charles F. Dolan

  

Ryan T. Dolan

            Joel M. Litvin

  

Charles P. Dolan

  

Thomas C. Dolan

            Frederic V. Salerno

  

Kristin A. Dolan

  

Brian G. Sweeney

            John L. Sykes

  

Marianne Dolan Weber

  

Vincent Tese

    

Paul J. Dolan

  

Isiah L. Thomas III

EXECUTIVE COMPENSATION PROGRAM

 

 

The Company is a leader in live entertainment comprised of iconic venues, marquee entertainment brands, regional sports and entertainment networks, popular dining and nightlife offerings; and a premier music festival. We operate in specialized industries and our executive officers 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 executive officers who can continue to drive our business objectives and achieve strong financial, operational and stock price performance, as well as long-term value creation.

 

 

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  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 in a competitive industry

 

Elements of Compensation & Performance Objectives

The Company compensates its named executive officers (“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 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.

The table below summarizes the elements of our compensation program for the 2022 fiscal year and how each element was linked to Company performance. The Compensation Committee, after considering the advice of its independent compensation consultant, approved certain changes to the elements of our compensation program for the 2023 fiscal year. For more information on our executive compensation program and policies, 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%)

 

 

•  Financial performance targets are pre-determined by the Compensation Committee to incentivize strong execution of our strategy and long-term financial goals

 

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

 

 

  Business Unit AOI (50%)
 

Restricted

Stock Units

(50%)

 

 

Stock Price Performance

 

 

 

 

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

 

•  Vest ratably over three years

 

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PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 6, 2022

 

 

GENERAL INFORMATION

COMPANY OVERVIEW

 

 

 

Madison Square Garden Entertainment Corp., a Delaware corporation, is a holding company and conducts substantially all of its operations through its subsidiaries. In this proxy statement, the words “Company,” “we,” “us,” “our,” and “MSGE” refer to Madison Square Garden Entertainment Corp. Our Class A Common Stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “MSGE.” As a result, we are subject to certain of the NYSE corporate governance listing standards.

The Company, formerly named MSG Entertainment Spinco, Inc., was incorporated on November 21, 2019 as a direct, wholly-owned subsidiary of MSGS. We changed our name to Madison Square Garden Entertainment Corp. on April 17, 2020 (the “Distribution Date”) in connection with the distribution of all of the Company’s outstanding common stock to the stockholders of MSGS (the “Distribution”).

Pursuant to the Distribution, the Company acquired the entertainment businesses previously owned and operated by MSGS through its MSG Entertainment Business segment, and the sports booking business previously owned and operated by MSGS through its MSG Sports Business segment. In this proxy statement, references to The Madison Square Garden Company refer to the pre-Distribution consolidated Company.

On July 9, 2021, we completed our acquisition of MSG Networks Inc. (“MSG Networks”), a company that was also controlled by the Dolan family, in an all-stock, fixed exchange ratio transaction pursuant to an Agreement and Plan of Merger, dated as of March 25, 2021 (the “Merger Agreement”), among the Company, Broadway Sub Inc., a wholly owned subsidiary of the Company and MSG Networks. As a result of the transaction (the “Merger”), MSG Networks became a direct wholly-owned subsidiary of the Company.

 

 

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 webcast on Tuesday, December 6, 2022 at 10:00 a.m. Eastern Time. You can attend the annual meeting via the internet by visiting www.virtualshareholdermeeting.com/MSGE2022. This proxy statement is first being

sent to stockholders on or about October 26, 2022. Unless otherwise indicated, references to “2022,” the “2022 fiscal year” and the “year ended June 30, 2022” refer to the Company’s fiscal year ended on June 30, 2022.

 

 

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 at 10:00 a.m. Eastern Time on Tuesday, December 6, 2022. Our 2022 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 and ask questions during the 2022 annual meeting?” below.

 

 

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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 17, 2022, may vote during the annual meeting. On October 17, 2022, there were 27,683,119 shares of Class A Common Stock and 6,866,754 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, the Dolan family, including trusts for the benefit of members of the Dolan family (collectively, the “Dolan Family Group”) have the power to elect all of the directors to be elected by the holders of our Class B Common Stock, and to approve Proposals 2 (appointment of the Company’s independent registered public accounting firm), 3 (approval of the Company’s 2020 Employee Stock Plan, as amended), 4 (approval of the Company’s 2020 Stock Plan for Non-Employee Directors, as amended) and 5 (advisory vote on the compensation of our named executive officers), 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 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.

 

 

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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 the record date, October 17, 2022, 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 and ask questions during the 2022 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 (i) election of directors (Proposal 1), (ii) approval of the Company’s 2020 Employee Stock Plan, as amended (Proposal 3), (iii) approval of the Company’s 2020 Stock Plan for Non-Employee Directors, as amended (Proposal 4) , or (iv) advisory vote with respect to the compensation of our NEOs (Proposal 5) without instructions from you, in which case a broker non-vote will occur and your shares will not be voted on these matters.

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. The (i) ratification of the appointment of the Company’s independent registered public

 

 

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accounting firm (Proposal 2), (ii) approval of the Company’s 2020 Employee Stock Plan, as amended (Proposal 3), (iii) approval of the Company’s 2020 Stock Plan for Non-Employee Directors, as amended (Proposal 4), and approval of (iv) the advisory vote with respect to the compensation of our NEOs (Proposal 5) require 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 will not affect the outcome of Proposals 1, 2 or 5 because abstentions are not considered votes cast on those proposals. Abstentions on Proposals 3 and 4 will count the same as votes cast against that proposal. Broker non-votes will not affect the outcome of any of the proposals because 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, the Dolan Family Group has the power to elect all of the directors to be elected by the holders of our Class B Common Stock and to approve (i) the ratification of the appointment of the Company’s independent registered public accounting firm (Proposal 2), (ii) the Company’s 2020 Employee Stock Plan, as amended (Proposal 3), (iii) the Company’s 2020 Stock Plan for Non-Employee Directors, as amended (Proposal 4), and (iv) the advisory vote with respect to the compensation of our NEOs (Proposal 5), regardless of how other shares are voted. Proposal 5 is an advisory vote only and is not binding on the Company.

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 in person (but your attendance at the annual meeting will not automatically revoke your proxy unless you validly vote again at 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 at 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);

 

 

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

 

 

FOR the approval of the Company’s 2020 Employee Stock Plan, as amended (Proposal 3);

 

 

FOR the approval of the Company’s 2020 Stock Plan for Non-Employee Directors, as amended (Proposal 4); and

 

 

FOR the approval, on an advisory basis, of the compensation of our NEOs (Proposal 5).

 

 

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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.

We have retained D.F. King & Co., Inc. to assist with the solicitation of proxies for a fee estimated not to exceed $25,000, 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 and ask questions during the 2022 annual meeting?

This year’s annual meeting will be a virtual meeting of stockholders conducted via live webcast. To be admitted to the 2022 virtual annual meeting, you must have been a stockholder of record at the close of business on the record date of October 17, 2022 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.msgentertainment.com, and will be available on www.virtualshareholdermeeting.com/MSGE2022 during the annual meeting.

Attending the Virtual Meeting. To attend the virtual annual meeting, please visit www.virtualshareholdermeeting.com/MSGE2022. 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).

Legal Proxy. 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 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 November 28, 2022. For further details, see “Other Matters — Advance Notice of Proxy Holders and Qualified Representatives.”

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/MSGE2022.

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.msgentertainment.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 accessing the virtual meeting on the meeting date, please call the phone numbers displayed on the virtual meeting website, www.virtualshareholdermeeting.com/MSGS2022. If there are any technical issues in convening or hosting the meeting, we will promptly post information to our investor relations website,

 

 

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https://investor.msgentertainment.com, including information on when the meeting will be reconvened.

For a period of at least 10 days prior to the 2022 annual meeting, a complete list of stockholders entitled to vote during the 2022 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@msg.com one business day in advance to schedule your visit.

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, 2022 (the “2022 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 2022 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 the 2022 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

CORPORATE GOVERNANCE PRACTICES

 

 

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

 

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

 

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

 

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

 

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

 

Regular executive sessions of independent directors

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

 

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

Our Governance Guidelines set forth our practices and policies with respect to Board composition and selection, Board meetings, executive sessions of the Board, Board committees, the expectations we have of our directors, selection of the Executive Chairman and the Chief Executive Officer, management succession, Board and executive compensation, and Board self-assessment requirements. The full text of our Governance Guidelines may be viewed at our corporate website at www.msgentertainment.com under Investors — Governance — Corporate Governance. A copy may be obtained by writing to Madison Square Garden Entertainment 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 2022 fiscal year we engaged with holders of nearly 80% of our Class A Common Stock concerning our Board, governance and/or executive compensation practices, with the specific goal of seeking stockholder feedback. We greatly value the views of our stockholders, and we look forward to continuing to receive such feedback.

 

 

BOARD LEADERSHIP STRUCTURE

 

 

Our Board has the flexibility to determine whether the roles of Executive Chairman and Chief Executive Officer should be separated or

combined. The Board makes this decision based on its evaluation of the circumstances and the Company’s specific needs. The Board believes

 

 

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combining these roles is the optimal leadership structure for the Company at this time because of Mr. Dolan’s experience with the Company’s business and industry, as well as his ability to most effectively identify strategic priorities of the

Company and ensure execution of the Company’s strategy. The Board does not designate a lead independent director and believes it is appropriate not to have one because of the Company’s stockholder voting structure.

 

 

BOARD SELF-ASSESSMENT

 

 

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

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

 

 

EXECUTIVE SESSIONS OF NON-MANAGEMENT AND INDEPENDENT BOARD MEMBERS

 

 

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

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

 

 

RISK OVERSIGHT

 

 

Our Board believes that risk oversight is an important Board responsibility. The Board has delegated risk oversight to the Audit Committee, including venue security and oversight over cybersecurity risks. The Audit Committee discusses guidelines and policies governing the process by which the Company’s management assesses and manages the Company’s exposure to risk,and discusses the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures. The Audit Committee also receives periodic updates from subject matter experts regarding specific risks, such as venue security and cybersecurity. The Compensation Committee considers the Company’s exposure to risk in establishing and implementing our executive compensation

program. The Compensation Committee, with the assistance of its independent compensation consultant, reviewed the level of risk incentivized by the Company’s executive compensation program as well as incentive programs below the executive officer level. Based on this assessment and the executive compensation program’s 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 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 Entertainment 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 MSGE Integrity Hotline, which is operated by a third-party service provider, at 1-877-756-4306 or www.msg.ethicspoint.com.

 

 

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.msgentertainment.com under Investors — Governance — Corporate Governance. In addition, a copy may be obtained by writing to Madison Square Garden Entertainment 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 have elected to comply with the NYSE requirement for an independent compensation committee.

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

Despite the fact that our Board does not have a majority of independent directors, we value independent oversight and perspectives in our boardroom. That independent input is fostered by our Certificate of Incorporation, which gives our Class A stockholders the right to elect at least 25% of our Board, as well as by the presence on our Board of a director elected by our Class B stockholders who meets the NYSE standards of independence. Assuming all of the director nominees are elected at the 2022 annual meeting, our actual 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 approximately 35%. Our Board believes that the Company and its stockholders will benefit from the continuity of the current independent directors and their collective deep business expertise. We welcome their combined insights as we continue to pursue our strategies to create long-term shareholder value.

 

 

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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: Martin Bandier, Joseph J. Lhota, Joel M. Litvin, Frederic V. Salerno, John L. Sykes and Vincent Tese. In reaching its determination, the Board considered the following:

 

 

Mr. Lhota served as a director of MSG Networks (a company that is also controlled by the Dolan family) from 2016 until the Merger in July 2021, and previously served as an Executive Vice President of MSG Networks from 2010 to 2011 and Executive Vice President of Cablevision from 2002 to 2010. In addition, Mr. Lhota served as a director of MSGS (formerly The Madison Square Garden Company) from 2017 until the Distribution Date. The Board determined that these relationships are not material and that Mr. Lhota is independent within the meaning of the rules of the NYSE and the SEC.

 

 

Mr. Litvin served as a director of MSG Networks from 2015 until the Merger in July 2021. The Board has determined that this relationship is not material and that Mr. Litvin is independent within the meaning of the rules of the NYSE and the SEC.

 

 

Mr. Salerno served as a director of MSGS (formerly The Madison Square Garden Company) from December 11, 2019 to the Distribution Date. The Board determined that

 

this relationship is not material and that Mr. Salerno is independent within the meaning of the rules of the NYSE and the SEC.

 

 

Mr. Sykes served as a director of MSG Networks from 2015 until the Merger in July 2021. In addition, Mr. Sykes is a non-executive officer of iHeart Media, Inc., which enters into routine commercial transactions with the Company in connection with hosting events at the Company’s venues. The Board has determined that these relationships are not material and that Mr. Sykes is independent within the meaning of the rules of the NYSE and the SEC.

 

 

Mr. Tese served as a director of MSG Networks from 2010 to 2015. In addition, Mr. Tese has served as a director of MSGS since 2015 and AMC Networks Inc. (“AMC Networks”) (a company that is also controlled by the Dolan family) since 2016. His brother was employed by MSG Entertainment Group, LLC, a subsidiary of the Company, in a non-executive officer position from September 2015 until August 2020 and was re-hired in December 2021, and was also employed by a subsidiary of MSG Networks in a non-executive officer position from 2005 until September 2015. 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.

 

 

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.

 

 

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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 2023 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 2023 Annual Meeting.”

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

 

 

BOARD MEETINGS

 

 

The Board met four times during the fiscal year ended June 30, 2022. Each of our directors who was on the Board during the 2022 fiscal year attended at least 75% of the meetings of the Board and the committees of the Board on which he or she served during 2022.

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. All of the directors who were then on the Board, except one, attended the 2021 annual stockholders’ meeting.

 

 

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COMMITTEES

 

 

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

Audit Committee

 

 

Members: Messrs. Lhota, Salerno (Chair) and Tese

 

 

Meetings during fiscal year ended June 30, 2022: Eight

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 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 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;

 

 

report to the Board on a regular basis; and

 

 

oversee corporate risks, including cybersecurity and venue security, and provide periodic updates to the Board on such oversight activities.

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. Lhota, Salerno and Tese is an “audit committee financial expert” within the meaning of the rules of the SEC.

 

 

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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.msgentertainment.com under Investors — Governance — Corporate Governance. A copy may be obtained by writing to Madison Square Garden Entertainment Corp., Corporate Secretary, Two Pennsylvania Plaza, New York, NY 10121.

Compensation Committee

 

 

Members: Messrs. Bandier, Salerno and Sykes (Chair)

 

 

Meetings during fiscal year ended June 30, 2022: 13

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 the Company’s policies on structuring compensation programs to preserve tax deductibility;

 

 

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.

 

 

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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 “non-employee directors” for the purposes of Rule 16b-3 of the Exchange Act. The Compensation Committee may also engage outside consultants to assist in the performance of its duties and responsibilities. The text of our Compensation Committee charter is available on our website at www.msgentertainment.com under Investors — Governance — Corporate Governance. A copy may be obtained by writing to Madison Square Garden Entertainment Corp., Corporate Secretary, Two Pennsylvania Plaza, New York, NY 10121.

Compensation Committee Interlocks and Insider Participation

Messrs. Martin Bandier, Frederic V. Salerno and John L. Sykes currently serve as members of the Compensation Committee and Mr. Matthew C. Blank served as the Chair of the Compensation Committee until August 23, 2021. None of them are current or former executive officers or employees of the Company.

Independent Committees

In addition to standing committees, from time to time our Board appoints or empowers a committee of the 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 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 MSGS 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 MSGS and its subsidiaries and AMC Networks and its subsidiaries, on the other hand, in which the value or expected value of the transaction or arrangement exceeds $1,000,000. In addition, an Independent Committee receives a quarterly update from the Company’s Internal Audit Department of all related party transactions, including transactions and arrangements between the Company and its subsidiaries on the one hand, and each of MSGS 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.

 

 

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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.

 

 

DIRECTOR COMPENSATION

 

 

During fiscal year 2022, the Compensation Committee, in consultation with ClearBridge Compensation Group LLC, its independent compensation consultant, conducted a review of the Company’s non-employee director compensation program. As a result of such review, the Company updated its non-employee director compensation program to align more closely with current market practice, although the

Compensation Committee did not utilize any specific peer group or target positioning. These changes were effective following our 2021 annual meeting with respect to the annual equity retainer and January 1, 2022 for other components of the compensation program. The following table describes the components of our non-employee directors’ compensation program in effect during the fiscal year ended June 30, 2022:

 

 

 

Compensation Element(1)

 

  

 

Prior Compensation(2)(3)

 

  

 

Current Compensation(2)(3)(4)

 

 

Annual Cash Retainer

 

  

 

$50,000

 

  

 

 $75,000

 

 

Annual Equity Retainer(5)

 

  

 

$110,000

 

  

 

 $160,000

 

 

Annual Audit/Compensation

Committee Member Fee

 

  

 

$5,000

 

  

 

 $15,000

 

 

Annual Audit/Compensation

Committee Chair Fee

 

  

 

$10,000

 

  

 

 $25,000

 

 

Board and Audit/Compensation

Committee Meeting Fees

 

  

 

$2,000 per meeting (in person)

$500 per meeting (by telephone or virtual)

 

  

 

 No meeting fees

 

 

(1)

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

 

(2)

The current non-employee director compensation program became effective on January 1, 2022 (with the exception of the annual equity retainer, which became effective on December 10, 2021, the date of our 2021 annual meeting).

 

(3)

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

 

(4)

Non-employee directors have the ability to make a non-revocable annual election to defer all cash compensation (annual cash retainer and, if applicable, committee fees) to be earned in the next calendar year into restricted stock units (the “Deferred Compensation Election”). The Deferred Compensation Election became effective for cash payments to be received in calendar year 2022, with participating directors making their election in calendar year 2021. Grants of restricted stock units in lieu of cash compensation are determined by dividing the value of the applicable director’s total annual cash compensation by the 20-trading day average closing market price on the day prior to the grant date (February 15 or the next succeeding business day). 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 equity grants are made pursuant to the Company’s 2020 Stock Plan for Non-Employee Directors (the “Director Stock Plan”).

 

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(5)

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 Director Stock Plan.

 

In order for our directors to develop an intimate familiarity with the different types of events presented at our venues, the services and support offered to patrons at our events and the characteristics and features of our venues, the Company makes available to each of our non-employee directors without charge up to two tickets per event for up to eight 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-employee directors and their guests may have been specifically invited from time to time in their

capacity as non-employee directors of the Company (e.g., charity concerts, premieres, etc.). In addition, non-employee directors are able to purchase tickets to events from the Company at face value, subject to availability. Tickets provided to non-employee directors are not available for resale.

Director Compensation Table

The table below summarizes the total compensation paid to or earned by each person who served as a non-employee director during the fiscal year ended June 30, 2022. 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)   All Other
compensation ($)(5)
  Total ($)

 

 

Current Non-Employee Directors

               

 

 

Charles F. Dolan

   

 

 

 

 

 

63,500

 

 

   

 

 

 

 

 

155,813

 

 

   

 

 

 

 

 

1,223

 

 

   

 

 

 

 

 

220,536

 

 

 

 

Charles P. Dolan

   

 

 

 

 

 

63,500

 

 

   

 

 

 

 

 

155,813

 

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

219,313

 

 

 

 

Kristin A. Dolan

   

 

 

 

 

 

63,500

 

 

   

 

 

 

 

 

155,813

 

 

   

 

 

 

 

 

1,223

 

 

   

 

 

 

 

 

220,536

 

 

 

 

Marianne Dolan Weber

   

 

 

 

 

 

63,000

 

 

   

 

 

 

 

 

155,813

 

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

218,813

 

 

 

 

Paul J. Dolan

   

 

 

 

 

 

65,000

 

 

   

 

 

 

 

 

155,813

 

 

   

 

 

 

 

 

1,223

 

 

   

 

 

 

 

 

222,036

 

 

 

 

Quentin F. Dolan

   

 

 

 

 

 

65,000

 

 

   

 

 

 

 

 

155,813

 

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

220,813

 

 

 

 

Thomas C. Dolan

   

 

 

 

 

 

65,000

 

 

   

 

 

 

 

 

155,813

 

 

   

 

 

 

 

 

1,223

 

 

   

 

 

 

 

 

222,036

 

 

 

 

Martin Bandier

   

 

 

 

 

 

75,250

 

 

   

 

 

 

 

 

155,813

 

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

231,063

 

 

 

 

Joseph J. Lhota

   

 

 

 

 

 

77,500

 

 

   

 

 

 

 

 

212,048

 

 

   

 

 

 

 

 

1,590

 

 

   

 

 

 

 

 

291,138

 

 

 

 

Joel M. Litvin(6)

   

 

 

 

 

 

63,913

 

 

   

 

 

 

 

 

200,418

 

 

   

 

 

 

 

 

106,467

 

 

   

 

 

 

 

 

370,798

 

 

 

 

Frederic V. Salerno

   

 

 

 

 

 

99,500

 

 

   

 

 

 

 

 

227,642

 

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

327,142

 

 

 

 

Brian G. Sweeney

   

 

 

 

 

 

65,000

 

 

   

 

 

 

 

 

155,813

 

 

   

 

 

 

 

 

1,223

 

 

   

 

 

 

 

 

222,036

 

 

 

 

John L. Sykes

   

 

 

 

 

 

87,250

 

 

   

 

 

 

 

 

155,813

 

 

   

 

 

 

 

 

1,467

 

 

   

 

 

 

 

 

244,530

 

 

 

 

Vincent Tese

   

 

 

 

 

 

76,000

 

 

   

 

 

 

 

 

155,813

 

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

231,813

 

 

 

 

Isiah L. Thomas III

   

 

 

 

 

 

63,500

 

 

   

 

 

 

 

 

155,813

 

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

219,313

 

 

 

 

Former Non-Employee Director

               

 

 

Matthew C. Blank(7)

   

 

 

 

 

 

9,304

 

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

9,304

 

 

 

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(1)

These amounts represent Board retainer and meeting fees earned during the fiscal year ended June 30, 2022, including the value of such amounts that were received by Messrs. Lhota and Salerno as restricted stock units pursuant to their Deferred Compensation Election. The amounts reported do not include any reasonable out-of-pocket expenses incurred while attending meetings for which the Company reimburses each non-employee director.

 

(2)

This column reflects the grant date fair market value of (i) 2,288 restricted stock units granted on December 10, 2021, to each non-employee director (and in the case of Mr. Litvin, 2,943 units to reflect prorated fees for his service on the Board between the Merger and December 10, 2021), and (ii) with respect to Messrs. Lhota and Salerno, this column also reflects the difference between (x) the grant date fair market value of 1,254 and 1,602 restricted stock units, respectively, granted in February 2022 for Board service during calendar year 2022, and (y) the Board retainer and meeting fees reported in the Fees Earned or Paid in Cash column for Board service during fiscal year 2022. Such grant date fair market value was calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 (“Topic 718”). The assumptions used by the Company in calculating these amounts are set forth in Note 17 to our financial statements included in our 2022 Form 10-K. The values reflected in this column differ from the value set forth in our directors’ compensation program because the value calculated under Topic 718 differs from the 20-trading day average used to determine the number of units granted to directors.

 

(3)

For each current non-employee director, the aggregate number of restricted stock units held as of June 30, 2022 is as follows: Charles F. Dolan, 14,254 units; Charles P. Dolan, 4,622 units; Kristin A. Dolan, 8,682 units; Marianne Dolan Weber, 4,622 units; Paul J. Dolan, 11,230 units; Quentin F. Dolan, 4,622 units; Thomas C. Dolan, 14,254 units; Martin Bandier, 4,622 units; Joseph J. Lhota, 11,389 units; Joel M. Litvin, 9,551 units; Frederic V. Salerno, 6,224 units; Brian G. Sweeney, 14,254 units; John L. Sykes, 11,387 units; Vincent Tese, 4,622 units; and Isiah L. Thomas, 4,622 units. Mr. Blank held no restricted stock units as of June 30, 2022 because the restricted stock units previously held by Mr. Blank were settled 90 days after Mr. Blank’s Board service ceased.

 

(4)

In connection with the Merger, each non-employee director who was also serving as a non-employee director of MSG Networks received 0.172 restricted stock units in respect of each restricted stock unit of MSG Networks held as of the closing of the Merger.

 

(5)

With respect to Messrs. Charles. F. Dolan, Paul J. Dolan, Thomas C. Dolan, Sweeney, Lhota, Litvin and Sykes and Ms. Kristin Dolan, these amounts reflect pro-rated board fees (and pro-rated committee fees in the case of Messrs. Lhota, Salerno and Sykes) paid by the Company following the Merger for service on the MSG Networks board of directors and audit and compensation committees, as applicable, from July 1, 2021 through the closing of the Merger on July 9, 2021. With respect to Mr. Litvin, the amount also includes a fee of $105,000 paid by the Company following the Merger for service on the MSG Networks special committee formed in connection with the Merger.

 

(6)

Mr. Litvin was appointed as a director of the Company by the directors elected by holders of the Company’s Class A Common Stock in connection with the Merger effective as of July 9, 2021.

 

(7)

Mr. Blank resigned as a director of the Company effective as of August 23, 2021. His restricted stock units settled on November 22, 2021.

 

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PROPOSAL 1 — ELECTION OF DIRECTORS

 

Our Board has nominated 17 candidates for election to the Board at this year’s annual meeting. Following a vacancy in the directors elected by the holders of our Class A Common Stock created in August 2021, the size of the Board was reduced from 18 to 17 directors.

Of the 17 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 17 nominees have been nominated for a term to expire at the 2023 annual meeting and until their successors have been elected and qualified.

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

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

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

 

 

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

 

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JAMES L. DOLAN – Age 67

 

Class B Director since November 21, 2019

Committee Membership: None

Other Public Company Directorships: AMC Networks Inc. (NASDAQ: AMCX), Madison Square Garden Sports Corp. (NYSE: MSGS)

Career Highlights

Mr. Dolan has served as a director, the Executive Chairman and Chief Executive Officer of the Company since November 2019. Mr. Dolan has also served as a director and the Executive Chairman of MSGS since 2015. Mr. Dolan was a director and the Executive Chairman of MSG Networks from 2009 until the Merger in July 2021, the Chief Executive Officer of MSGS from 2017 to April 2020, and the Chief Executive Officer of Cablevision Systems Corporation (“Cablevision”) from 1995 to 2016. He was President of Cablevision from 1998 to 2014; Chief Executive Officer of Rainbow Media Holdings, Inc., a former programming subsidiary of Cablevision that spun off in 2011 to become AMC Networks, from 1992 to 1995; and Vice President of Cablevision from 1987 to 1992. 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 to 2016. James L. Dolan is the son of Charles F. Dolan, the spouse of Kristin A. Dolan, the father of Charles P. Dolan, Quentin F. Dolan and Ryan T. Dolan, the brother of Marianne Dolan Weber and Thomas C. Dolan, the brother-in-law of Brian G. Sweeney and the cousin of Paul J. Dolan.

Key Skills & Experience

 

In light of his experience as Executive Chairman and Chief Executive Officer of the Company, as Executive Chairman and former Chief Executive Officer of MSGS, as well as experience in various positions with Cablevision, including as its Chief Executive Officer, and in various positions with MSG Networks and its predecessors since 1999, including as Executive Chairman, as well as the knowledge and experience he has gained about the Company’s businesses and contributions he has made during his tenure as a director of the Company, MSGS, 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 96

 

Class B Director since April 17, 2020

Committee Membership: None

Other Public Company Directorships: AMC Networks Inc. (NASDAQ: AMCX), Madison Square Garden Sports Corp. (NYSE: MSGS)

Career Highlights

Mr. Dolan has served as a director and Chairman Emeritus of AMC Networks since 2011 and 2020, respectively. He served as Executive Chairman of AMC Networks from 2011 to September 2020 and Chairman of Cablevision from 1985 to 2016. He was Chief Executive Officer of Cablevision from 1985 to 1995. Mr. Dolan founded and acted as the General Partner of Cablevision’s predecessor from 1973 to 1985 and established Manhattan Cable Television in 1961 and Home Box Office in 1971. In addition to AMC Networks, Mr. Dolan has served as a director of MSGS since 2015, and previously served as a director of MSG Networks from 2009 until the Merger in July 2021 and Cablevision from 1985 to 2016. Charles F. Dolan is the father of James L. Dolan, Marianne Dolan Weber and Thomas C. Dolan, the father-in-law of Kristin A. Dolan and Brian G. Sweeney, the uncle of Paul J. Dolan and the grandfather of Charles P. Dolan, Quentin F. Dolan and Ryan T. Dolan

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, MSGS, MSG Networks, AMC Networks and Cablevision, our Board has concluded that Charles F. Dolan should serve as a director of the Company.

MARTIN BANDIER – Age 81

 

Class A Director since April 17, 2020

Committee Membership: Compensation

Other Public Company Directorships: None

Career Highlights

Mr. Bandier has served as the President and Chief Executive Officer of Bandier Ventures LP, a music publishing and recorded music acquisition company, since 2019. Previously, Mr. Bandier served as Chairman and Chief Executive Officer of Sony/ATV Music Publishing, a music publishing company, from 2007 to 2019, Chairman and Chief Executive Officer of EMI Music Publishing Worldwide, a music publishing company, from 1991 to 2006 and Vice Chairman from 1989 to 1991. Mr. Bandier has served as a director of the Songwriters Hall of Fame since 1975 and as a trustee of Syracuse University since 2006 and is a 1994 Arents Award winner. In 2006, Mr. Bandier founded The Bandier Program for Music and Entertainment Industries, a music and entertainment industry degree program, at Syracuse University that has become a leading music business program. Mr. Bandier previously served as a director and Vice President of the National Music Publishers’ Association from 1992 to 2019, as a director of the American Society of Composers, Authors, and Publishers (ASCAP) from 2007 to 2018 and as a trustee of the T.J. Martell Foundation from 1993 to 1998. His civic and industry commitments also include extensive involvement with the City of Hope.

Key Skills & Experience

In light of his more than 30 years in the entertainment industry, including his leadership roles in music publishing companies and recognition with many industry awards including numerous Publisher of the Year awards from ASCAP and BMI, the GRAMMY’s President’s Merit Award in 2015 and the Visionary Leadership Award from the Songwriter’s Hall of Fame in 2019, our Board has concluded that Martin Bandier should serve as a director of the Company.

 

 

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CHARLES P. DOLAN – Age 35

 

Class B Director since April 17, 2020

Committee Membership: None

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

Career Highlights

Mr. Dolan has been an employee of Knickerbocker Group LLC since 2010. Mr. Dolan has served as a director of MSGS since 2015, 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. Mr. Dolan is the son of James L. Dolan, the stepson of Kristin A. Dolan, the brother of Quentin F. Dolan and 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 and the contributions he has made during his tenure as a director of the Company, MSGS and MSG Networks, our Board has concluded that Charles P. Dolan should serve as a director of the Company.

KRISTIN A. DOLAN – Age 56

 

Class B Director since April 17, 2020

Committee Membership: None

Other Public Company Directorships: AMC Networks Inc. (NASDAQ: AMCX), Revlon, Inc. (NYSE: REV), The Wendy’s Company (NASDAQ: WEN)

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 to 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 Revlon, Inc. since 2017, The Wendy’s Company since 2017 and AMC Networks since 2011, and previously served as a director of MSGS from 2015 to 2021, MSG Networks from 2010 to 2015 and from 2018 until the Merger in July 2021, and Cablevision from 2010 to 2016. Kristin A. Dolan is the spouse of James L. Dolan, the step-mother of Charles P. Dolan, Quentin F. 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, MSGS, MSG Networks, AMC Networks and Cablevision, our Board has concluded that Kristin A. Dolan should serve as a director of the Company.

 

 

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MARIANNE DOLAN WEBER – Age 65

 

Class B Director since April 17, 2020

Committee Membership: None

Other Public Company Directorships: AMC Networks Inc. (NASDAQ: AMCX), Madison Square Garden Sports Corp. (NYSE: MSGS)

Career Highlights

Ms. Dolan Weber has been President of Heartfelt Wings Foundation Inc. since 2015, and a Member of the Board of Green Mountain Foundation Inc. since 2015. Ms. Dolan Weber currently serves as the manager of MLC Ventures LLC and 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 AMC Networks since June 2022 and a director of MSGS since 2016. She previously served as a director of AMC Networks from 2011 to June 2021, Cablevision from 2005 to 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, the cousin of Paul J. Dolan and the aunt of Charles P. Dolan, Quentin F. Dolan and Ryan T. 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 the Company, MSGS, MSG Networks, AMC Networks and Cablevision, our Board has concluded that Marianne Dolan Weber should serve as a director of the Company.

PAUL J. DOLAN – Age 64

 

Class B Director since April 17, 2020

Committee Membership: None

Other Public Company Directorships: J.M. Smucker Company (NYSE: SJM), Madison Square Garden Sports Corp. (NYSE: MSGS)

Career Highlights

Mr. Dolan is the Chairman and Chief Executive Officer of the Cleveland Guardians Major League Baseball (“MLB”) team since 2010. Mr. Dolan was President of the Cleveland Guardians 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 serves as the Chair of the Executive Compensation Committee since 2017. Additionally, Mr. Dolan has served as a director of MSGS since December 2019 and Dix & Eaton, a privately-owned communications and public relations firm, since 2014. Mr. Dolan previously served as a director of MSG Networks from 2015 until the Merger in July 2021 and Cablevision from 2015 to 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, Quentin F. Dolan and Ryan T. Dolan and the 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 the Company, MSGS, MSG Networks and of Cablevision, and his service on the board of other public and private companies, our Board has concluded that Paul J. Dolan should serve as a director of the Company.

 

 

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QUENTIN F. DOLAN – Age 28

 

Class B Director since April 17, 2020

Committee Membership: None

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

Career Highlights

Mr. Dolan has been Investment Director of MSGS since 2022 and has served as a director of MSGS since 2021. Mr. Dolan is a graduate of New York University. Mr. Dolan previously served as a director of MSG Networks from 2015 to June 2020 and has held internship positions at Grubman Shire & Meiselas, P.C. and Azoff MSG Entertainment, LLC. Quentin F. Dolan is the son of James L. Dolan, the step-son of Kristin A. Dolan, the brother of Charles P. Dolan and 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 as a member of the third generation of Cablevision’s founding family, as well as the knowledge and experience he has gained and the contributions he has made during his tenure as a director of MSGS and MSG Networks, our Board has concluded that Quentin F. Dolan should serve as a director of the Company.

RYAN T. DOLAN – Age 33

 

Class B Director since April 17, 2020

Committee Membership: None

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

Career Highlights

Mr. Dolan has served as Vice President, Interactive Experiences of MSG Ventures, a wholly-owned subsidiary of the Company, since June 2019, and previously served as its Director, Interactive Experiences from 2016 to June 2019. 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. Mr. Dolan has served as a director of MSGS since December 2019. Mr. Dolan is the son of James L. Dolan, the stepson of Kristin A. Dolan, the brother of Charles P. Dolan and Quentin F. 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 as an employee of MSG Ventures, a wholly-owned subsidiary of the Company, and a key contributor to the Company’s growth strategy, and his service as a director of MSGS, our Board has concluded that Ryan T. Dolan should serve as director of the Company.

 

 

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THOMAS C. DOLAN – Age 70

 

Class B Director since April 17, 2020

Committee Membership: None

Other Public Company Directorships: AMC Networks Inc. (NASDAQ: AMCX), Madison Square Garden Sports Corp. (NYSE: MSGS)

Career Highlights

Mr. Dolan served as Executive Vice President — Strategy and Development, Office of the Chairman of Cablevision from 2008 to 2016. He was Chief Executive Officer of Rainbow Media Corp. from 2004 to 2005; and previously served in various roles at Cablevision, including: Executive Vice President and Chief Information Officer from 2001 until 2005, Senior Vice President and Chief Information Officer from 1996 to 2001, Vice President and Chief Information Officer 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 MSGS since 2015 and AMC Networks since 2011, and previously served as a director of MSG Networks from 2010 until the Merger in July 2021 and Cablevision from 2007 to 2016. Mr. 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, Quentin F. 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, MSGS, MSG Networks, AMC Networks and Cablevision, our Board has concluded that Thomas C. Dolan should serve as a director of the Company.

JOSEPH J. LHOTA – Age 68

 

Class A Director since April 17, 2020

Committee Membership: Audit

Other Public Company Directorships: None

Career Highlights

Mr. Lhota has been the Executive Vice President, Vice Dean and Chief of Staff at NYU Langone Health since 2014 and has been an adjunct professor for the NYU Grossman School of Medicine since 2014. In 2013, Mr. Lhota was a candidate for Mayor of the City of New York. He previously served as Chairman and Chief Executive Officer of the New York Metropolitan Transportation Authority from 2011 to 2012 and Chairman from 2017 to 2018. Mr. Lhota was Executive Vice President of MSG Networks from 2010 to 2011 and Executive Vice President of Cablevision from 2002 to 2010. Mr. Lhota was also New York City’s Deputy Mayor for Operations from 1997 to 2001 and Budget Director from 1995 to 1997. Prior to government service, Mr. Lhota had a career in investment banking and public accounting from 1976 to 1994. Mr. Lhota previously served as a director and chairman of the audit committee of MSG Networks from 2016 until the Merger in July 2021, and as a director of MSGS from 2017 to April 2020, a director and the chairman of the audit committee of FirstAviation Services, Inc. from 2002 until it became a private company in 2015, and a director of Cablevision from 2014 to 2016.

Key Skills & Experience

In light of Mr. Lhota’s experience as a former executive of MSG Networks, as well as the knowledge he has gained about the Company’s business and the contributions he has made during his tenure as a director of the Company, as well as during his tenure as a director of MSG Networks and Cablevision, his experience as a senior executive and director of other public companies, his knowledge of the media and entertainment industry, his government service (including leading a major governmental organization) and his experience as an investment banker and accountant, our Board has concluded that Mr. Lhota should serve as a director of the Company.

 

 

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JOEL M. LITVIN – Age 63

 

Class A Director since July 9, 2021

Committee Membership: None

Other Public Company Directorships: None

Career Highlights

Mr. Litvin was the President, League Operations, of the NBA from 2006 until his retirement in 2015. As the NBA’s President, League Operations, he managed several core areas of the day-to-day operations of the NBA, including the league’s basketball operations, security, player development, social responsibility and legal functions. Mr. Litvin also managed, on behalf of the NBA Board of Governors, franchise matters such as revenue sharing, team sales and financings, relocations and the NBA’s ownership and debt policies. At the NBA, Mr. Litvin was previously Executive Vice President, Legal and Business Affairs, from 2000 to 2006, Senior Vice President and General Counsel from 1999 to 2000, and he started at the NBA as a staff attorney in 1988. As founder and president of Calumet Consulting, LLC, a sports consulting business, Mr. Litvin has provided sports consulting services to various sports properties and individuals since 2018. Mr. Litvin has served as a member of the Board of Trustees of the Naismith Memorial Basketball Hall of Fame since 2008 and as a director of USA Climbing, the national governing body for the sport of competition climbing, since 2016. He has also served as a co-founder and Principal of the Animal Defense Partnership, a non-profit organization that provides pro bono legal and other professional services to animal protection organizations, since 2016, and has served as a lecturer in Columbia University’s master’s degree program in Sports Management since 2018. Mr. Litvin previously served as a director of MSG Networks Inc. from 2015 until the Merger in July 2021 and was a member of its Audit Committee and Compensation Committee.

Key Skills & Experience

In light of his more than 27 years of business experience at the NBA (including as the chief NBA league office liaison to the NBA Board of Governors), extensive knowledge about the sports and media businesses, management and legal experience, and service on the boards of charitable institutions, our Board has concluded that Mr. Litvin should serve as a director of the Company.

 

 

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FREDERIC V. SALERNO – Age 79

 

Class A Director since April 6, 2020

Committee Membership: Audit (Chair), Compensation

Other Public Company Directorships: Associated Capital Group, Inc. (NYSE: AC)

Career Highlights

Mr. Salerno has served as a director of Associated Capital Group, Inc., an alternative investment management business, since 2017. Mr. Salerno previously served as a director of Intercontinental Exchange, Inc., which owns and operates exchanges for financial and commodity markets, from 2002 to May 2022, and Lead Independent Director from 2008 to May 2022, and as a director of Akamai Technologies, Inc., a provider of web-based technology services, from 2002 to 2021, Chairman of the Board from 2018 to 2021 and Lead Independent Director from 2013 to 2018. Mr. Salerno also served as Vice Chairman and Chief Financial Officer of Verizon Communications, Inc., a provider of communications services, from 1991 to 2002, and in various other senior management positions with Verizon and its predecessors prior to that time. Mr. Salerno previously served as a director of MSGS from 2019 to 2020, National Fuel Gas Company from 2008 to 2013, CBS Corporation from 2007 to 2016, Viacom, Inc. from 1996 to 2017 and FCB Financial Holdings, Inc. from 2010 to 2019.

Key Skills & Experience

In light of Mr. Salerno’s experience as a senior executive and director of other public companies and his knowledge of the media and entertainment industry, our Board has concluded that Frederic V. Salerno should serve as a director of the Company.

BRIAN G. SWEENEY – Age 58

 

Class B Director since April 17, 2020

Committee Membership: None

Other Public Company Directorships: AMC Networks Inc. (NASDAQ: AMCX), Madison Square Garden Sports Corp. (NYSE: MSGS)

Career Highlights

Mr. Sweeney served as the President of Cablevision from 2014 and President and Chief Financial Officer of Cablevision from 2015 to 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 January 2000 to 2012. Mr. Sweeney has served as a director of MSGS since 2015 and AMC Networks since 2011 and previously served as a director of MSG Networks from 2010 until the Merger in July 2021 and Cablevision from 2005 to 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 cousin by marriage of Paul J. Dolan and the uncle of Charles P. Dolan, Quentin F. Dolan and Ryan T. 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, MSGS, MSG Networks, AMC Networks, and Cablevision, our Board has concluded that Brian G. Sweeney should serve as a director of the Company.

 

 

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JOHN L. SYKES – Age 67

 

Class A Director since April 17, 2020

Committee Membership: Compensation (Chair)

Other Public Company Directorships: None

Career Highlights

Mr. Sykes has been the President of Entertainment Enterprises for iHeartMedia, Inc., a global media and entertainment company, since 2012. In his role at iHeartMedia, Mr. Sykes is responsible for developing new business partnerships and platforms across a range of media, including broadcast television, digital video platforms and live events, as well as creating value for iHeartMedia’s advertisers and key partners. Mr. Sykes is the co-executive producer of iHeartRadio branded annual live events, which include multiple iHeartRadio live events that are broadcast on network television annually. He also worked with iHeartMedia in a consulting role during 2011. Prior to joining iHeartMedia, Mr. Sykes was affiliated with the Pilot Group, a private equity and venture firm, from 2008 to 2011. He was a core member of the team at Viacom, Inc. that launched MTV Networks in 1981. During his more than 20-year tenure at Viacom, Mr. Sykes served as President of New Network Development for MTV from 2005 to 2008, Chairman and CEO of Infinity Broadcasting Corporation (now CBS Radio) from 2002 to 2005 and President of the VH1 Cable Television Network from 1994 to 2002. Mr. Sykes is the founder and has served as a director since 1997 of VH1 Save the Music, and has also served on the boards of Critical Content since 2016, the Robin Hood Foundation since 1996, the Rock and Roll Hall of Fame since 1997, If Only since 2013, and Syracuse University’s Newhouse School of Communications since 1994, and previously served on the board of MSG Networks from 2015 until the Merger in July 2021, and Shazam Mobile from 2011 to 2014.

Key Skills & Experience

In light of his approximately 40 years of business and management experience, as well as the knowledge and experience he gained and contributions he made during his tenure as a director of MSG Networks, his extensive experience in the media, television and entertainment industries and his service on the boards of other companies and charitable institutions, our Board has concluded that John L. Sykes should serve as a director of the Company.

 

 

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VINCENT TESE – Age 79

 

Class B Director since April 17, 2020

Committee Membership: Audit

Other Public Company Directorships: AMC Networks Inc. (NASDAQ: AMCX), Claros Mortgage Trust, Inc. (NYSE: CMTG), Madison Square Garden Sports Corp. (NYSE: MSGS)

Career Highlights

Mr. Tese has served as a director of Claros Mortgage Trust, Inc. since 2021, AMC Networks since 2016 and MSGS since 2015. Mr. Tese served as Executive Chairman of FCB Financial Holdings, Inc. (formerly known as Bond Street Holdings, LLC), a bank holding company, from 2009 until January 2019 and Executive Chairman of its subsidiary Florida Community Bank from 2010 until January 2019. Mr. Tese served as New York State Superintendent of Banks from 1983 to 1985, Chairman and Chief Executive Officer of the New York State Urban Development Corporation from 1985 to 1987, Director of Economic Development for New York State from 1987 to 1994 and Commissioner and Vice Chairman of the Port Authority of New York and New Jersey from 1991 to 1995. Mr. Tese was the Commissioner of the Department of Economic Development and Chairman of both the Science and Technology Foundation and the Job Development Authority. Mr. Tese also serves 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 since 1990. Mr. Tese previously served as a director of Intercontinental Exchange, Inc. from 2004 to May 2022, FCB Financial Holdings, Inc. from 2010 to January 2019, Mack-Cali Realty Corporation from 1997 to June 2019, Cablevision from 1996 to 2016 and MSG Networks from 2010 to 2015. He also served as a director of Gabelli Asset Management, National Wireless Holdings, Inc., and The Bear Stearns Companies, Inc. from 1994 to 2008.

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, MSGS, MSG Networks, AMC Networks and Cablevision, our Board has concluded that Vincent Tese should serve as a director of the Company.

 

 

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ISIAH L. THOMAS III – Age 61

 

Class B Director since April 17, 2020

Committee Membership: None

Other Public Company Directorships: One World Products, Inc. (OTC:OWPC), UWM Holdings Corporation (NYSE: UWMC)

Career Highlights

Mr. Thomas has been the Chairman and Chief Executive Officer of Isiah International, LLC, a holding company with interests in a diversified portfolio of businesses, since 2011. Mr. Thomas has served as a Commentator and Analyst for NBA TV, a sports broadcasting channel, since 2014 and Turner Sports, a sports broadcasting channel, since 2012. Mr. Thomas has also served as Chief Executive Officer and Vice Chairman of One World Products, Inc., a company licensed to cultivate, produce and distribute raw cannabis and hemp plant ingredients for medical, scientific and industrial uses, since 2020. He previously served as the President & Alternate Governor of the New York Liberty of the Women’s National Basketball Association from 2015 to February 2019, the Head Basketball Coach at Florida International University, a higher education institution, from 2009 to 2012, the General Manager, President of Basketball Operation and Head Coach of the Knicks, which is owned by MSGS, from 2006 to 2008, the Head Coach of the Indiana Pacers of the NBA from 2000 to 2003, the Owner of the Continental Basketball Association from 1998 to 2000, Minority Owner & Executive Vice President of the Toronto Raptors of the NBA from 1994 to 1998 and point guard for the Detroit Pistons of the NBA from 1981 to 1994. Mr. Thomas has served as a director of UWM Holdings Corporation, a residential and wholesale mortgage lender, since January 2021, Get in Chicago, an organization focused on stopping gun and related violence in Chicago, since 2013 and he is the Founder of Mary’s Court Foundation, a charitable organization established in 2010. Mr. Thomas graduated from Indiana University and received a Master’s degree in Education from the University of California at Berkeley.

Key Skills & Experience

In light of his over 25 years of business and management experience, his knowledge of the sports and entertainment industries, as well as his familiarity with the Company’s business through his previous roles with the Knicks, our Board has concluded that Isiah L. Thomas III should 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, has appointed Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm (the independent auditors) with respect to our operations for the fiscal year ending June 30, 2023. Deloitte will audit our financial statements for the fiscal year ending June 30, 2023. Representatives of Deloitte will be present at the 2022 annual meeting. Those representatives will have the opportunity to make a statement if they desire to do so and will answer appropriate questions.

Even if the selection is ratified, 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.

We are asking that you ratify the appointment of Deloitte, although your ratification is not required. 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

CHANGE IN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

In 2020, the Audit Committee conducted a periodic review of the Company’s independent registered public accounting firm for the fiscal year ended June 30, 2021.

Following that review, which included a request for proposals, on November 18, 2020 the Audit Committee selected Deloitte as our independent registered public accounting firm for the Company’s fiscal year ended June 30, 2021, effective as of November 18, 2020. KPMG LLP (“KPMG”), our prior independent registered public accounting firm, was dismissed by the Audit Committee on November 18, 2020. Since November 2020, the Audit Committee and Deloitte have confirmed Deloitte’s independence and commenced the engagement for the fiscal year ended June 30, 2021.

KPMG’s report on the Company’s consolidated balance sheet as of June 30, 2020 and the combined balance sheet (the entertainment business of MSGS) as of June 30, 2019, the related consolidated and combined statements of operations, comprehensive income (loss), cash flows, and equity and redeemable noncontrolling interests for the year ended June 30, 2020, and the combined statements of operations, comprehensive income (loss), cash flows, and equity and redeemable noncontrolling interests for each of the years in the two-year period ended June 30, 2019 (collectively, the “consolidated and combined financial statements”) did not contain any adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles, except as follows: KPMG’s report on the Company’s consolidated and combined financial statements as of and for the year ended June 30, 2020, contained an unqualified opinion that the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2020 and 2019, and the results of its operations and its cash flows for each of the years

in the three-year period ended June 30, 2020, in conformity with U.S. generally accepted accounting principles, and included a separate paragraph stating that “As described in Note 2 to the consolidated and combined financial statements, effective July 1, 2019, the Company changed its method of accounting for leases due to the adoption of ASC Topic 842, Leases, and effective July 1, 2018, the Company changed its method of accounting for revenue due to the adoption of ASC Topic 606, Revenue from Contracts with Customers.”

During the fiscal years ended June 30, 2020 and 2019, and the subsequent interim periods through November 18, 2020, including the Company’s fiscal first quarter ended September 30, 2020, there were: (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions between the Company and KPMG on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to KPMG’s satisfaction, would have caused KPMG to make reference to such disagreements in their reports on the Company’s consolidated and combined financial statements for such periods; or (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.

We disclosed the above matters in a Current Report on Form 8-K filed with the SEC on November 24, 2020. We provided KPMG with a copy of such report and requested that KPMG furnish a letter addressed to the SEC stating whether or not it agreed with the statements made by us in such report, and stating the respects, if any, in which it did not agree. We received the requested letter from KPMG and a copy of such letter was filed as an exhibit to the report.

During the fiscal years ended June 30, 2020 and 2019, and the subsequent interim periods through

 

 

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November 18, 2020, neither us nor anyone on our behalf has consulted with Deloitte regarding any

of the matters described in Items 304(a)(2)(i) and (ii) of Regulation S-K.

 

 

SERVICES AND FEES FOR 2022 AND 2021

 

 

 

The following table provides information about fees billed for services rendered by Deloitte for

our fiscal years ended June 30, 2022 and June 30, 2021:

 

 

     Fiscal Year Ended June 30,  
             2022                      2021          

Audit fees(1)

  

$

2,605,000

 

  

$

763,550

 

Audit-related fees(2)

  

$

245,000

 

  

$

1,110,000

 

Tax fees(3)

  

$

84,000

 

  

$

72,792

 

All other fees

  

 

 

  

 

 

 

(1)

Audit fees of the Company in the fiscal years ended June 30, 2022 and 2021 consisted of fees for services rendered for the integrated audits of the Company’s consolidated financial statements and its internal control over financial reporting, for review of the interim consolidated financial statements included in quarterly reports, audit consultations, assistance with and review of documents filed with SEC, including in the fiscal year ended June 30, 2022 services related to the Company’s Merger with MSG Networks, and for services in connection with statutory audits.

 

(2)

Audit-related fees of the Company in the fiscal years ended June 30, 2022 and 2021, consisted primarily of fees for audits of certain retirement plans, and for the fiscal year ended June 30, 2021 for services relating to financial and tax due diligence services.

 

(3)

Tax fees of the Company in the fiscal years ended June 30, 2022 and 2021 consisted primarily of tax consultation and advisory services.

 

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 and paid by the Company were pre-approved under the Audit Committee’s pre-approval policy. The Audit Committee has determined that the provision of the services described above is compatible with maintaining the independence of our independent registered accounting firm.

 

 

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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. The Company has an in-house Internal Audit Department that reports to the Audit Committee and management. This department 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, Deloitte, 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 Deloitte the audited financial statements and its evaluation of the Company’s internal control over financial reporting. The Audit Committee discussed with Deloitte the matters required to be discussed pursuant to PCAOB standards. The Audit Committee received the written disclosures and the letter from Deloitte 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 Deloitte the firm’s independence. All audit and non-audit services performed by Deloitte 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 Department and Deloitte, the overall scope of and plans for their respective audits. For the fiscal year ended June 30, 2022, the Audit Committee met with the head of the Internal Audit Department and representatives of Deloitte, in regular and executive sessions, to discuss the results of their examinations, 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 2022 Form 10-K that was filed with the SEC.

Members of the Audit Committee

Joseph J. Lhota

Frederic V. Salerno (Chair)

Vincent Tese

 

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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 our strategy. To that end, each year, the Compensation Committee evaluates the Company’s compensation 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;

 

 

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.

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. During the 2022 fiscal year, management of the Company engaged with holders of nearly 80% of our Class A Common Stock to discuss our Board, governance and/or compensation practices, with the specific goal of seeking stockholder feedback.

Further detail on our compensation program and 2022 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

Martin Bandier

Frederic V. Salerno

John L. Sykes (Chair)

 

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COMPENSATION DISCUSSION & ANALYSIS

 

This Compensation Discussion & Analysis provides a discussion of our compensation

philosophy and 2022 fiscal year compensation for the following NEOs:

 

 

Current NEOs  
James L. Dolan   Executive Chairman and Chief Executive Officer
Andrea Greenberg   President and Chief Executive Officer of MSG Networks
David F. Byrnes   Executive Vice President and Chief Financial Officer
Jamal H. Haughton   Executive Vice President and General Counsel
Philip G. D’Ambrosio   Senior Vice President and Treasurer

 

Former Executives  
Andrew Lustgarten   Former President
Mark H. FitzPatrick   Former Executive Vice President and Chief Financial Officer
Scott S. Packman   Former Executive Vice President and General Counsel

 

Effective April 1, 2022, Mr. Lustgarten stepped down from his role as President of the Company, effective January 24, 2022, Mr. FitzPatrick stepped down from his role as Executive Vice President and Chief Financial Officer of the Company, and effective November 1, 2021, Mr. Packman stepped down from his role as Executive Vice President and General Counsel of the Company. This Compensation Discussion & Analysis presents Messrs. Lustgarten, FitzPatrick and Packman’s fiscal year compensation because each served in their respective roles of the

Company for a portion of the year. Ms. Greenberg, who has been President and Chief Executive Officer of MSG Networks since 2015, became an executive officer of the Company effective July 9, 2021 upon the closing of the Merger, Mr. Byrnes became Executive Vice President and Chief Financial Officer effective January 24, 2022, and Mr. Haughton became Executive Vice President and General Counsel effective December 6, 2021, and as of each respective effective date, each became an executive officer of the Company.

 

 

EXECUTIVE SUMMARY

 

 

Business Overview

The Company is a leader in live entertainment comprised of iconic venues, marquee entertainment brands, regional sports and entertainment networks, popular dining and nightlife offerings, and a premier music festival.

The Company manages its business through three reportable segments:

 

 

Entertainment: This segment includes the Company’s portfolio of venues: The Garden, Hulu Theater at Madison Square Garden, Radio City Music Hall, the Beacon Theatre, and The Chicago Theatre. In addition, the Company has unveiled its vision for state-of-the-art venues, called MSG Sphere,

   

and is currently building its first such venue in Las Vegas. The Entertainment segment also includes the original production, the Christmas Spectacular, as well as BCE, the entertainment production company that owns and operates the Boston Calling Music Festival. This segment also includes our bookings business, which features a variety of live entertainment and sports experiences.

 

 

MSG Networks: This segment is comprised of the Company’s regional sports and entertainment networks, MSG Network and MSG Sportsnet (formerly MSG+), as well as a companion streaming service, MSG GO, and other digital properties. MSG Networks serves the New York Designated Market

 

 

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Area, as well as other portions of New York, New Jersey, Connecticut and Pennsylvania and features a wide range of sports content, including exclusive live local games and other programming of the Knicks of the NBA and the Rangers, Islanders, Devils and Sabres of the NHL, as well as significant coverage of the Giants and Bills of the NFL.

 

 

Tao Group Hospitality: This segment features the Company’s controlling interest in Tao Group Hospitality, a hospitality group with globally-recognized entertainment dining and nightlife brands including: Tao, Marquee, Lavo, Beauty & Essex, Cathédrale, Hakkasan and Omnia. Tao Group Hospitality operates over 70 entertainment dining and nightlife branded locations in over 20 markets across five continents.

Fiscal Year 2022 Performance Results and Operational Highlights

During fiscal year 2022, the COVID-19 pandemic continued to have a meaningfully adverse impact on the Company’s operations and financial results. For example, the Company had limited live entertainment operations during its fiscal first quarter, as concert touring did not truly ramp up until the fall, while the COVID-19 Omicron variant resulted in the partial cancellation of the 2021 production of the Christmas Spectacular. Despite this fluid operating environment, the Company successfully executed against key near and long-term goals during the fiscal year, with highlights including:

 

 

Delivering total company revenues of $1.7 billion and AOI of $133.6 million(1), while navigating the continued impacts of the COVID-19 pandemic during fiscal year 2022.

 

 

Ensuring the Company maintained operational readiness and was appropriately staffed at the venue and corporate level for the return of live entertainment to its markets. This followed the Company’s workforce reduction in fiscal year 2021 as a result of the pandemic’s impact on its operations.

 

Welcoming back a wide variety of marquee entertainment and sporting events to its venues during fiscal 2022, including the return of the Christmas Spectacular production for a shortened holiday season run, the show’s 88th year at Radio City Music Hall. In aggregate, the Company hosted over 4 million guests at over 700 live events in fiscal year 2022.

 

 

Successfully integrating two key strategic acquisitions: MSG Networks, which was acquired in July 2021, and Hakkasan Group, which Tao Group Hospitality acquired in April 2021.

 

 

Continuing Tao Group Hospitality’s global expansion plans, which included opening new branded locations in Los Angeles and Mexico City in fiscal year 2022, re-opening completely renovated or rebranded locations in Las Vegas and San Diego in fiscal year 2022, and developing a substantial venue pipeline for fiscal year 2023.

 

 

Telecasting full regular season schedules of MSG Networks’ five NBA and NHL sports teams, reflecting hundreds of live telecasts, for the first time since fiscal year 2019 and delivering a record advertising revenue year in aggregate across those teams.

 

 

Successfully renewing key signature marketing partners such as Anheuser Busch and Lexus and entering into new multi-year signature agreements with Infosys and, in the mobile sports gaming space, with BetMGM, Caesars Sportsbook and DraftKings.

 

 

Continuing to make meaningful progress on the Company’s MSG Sphere initiative, including:

 

   

Completing primary structural work on MSG Sphere at The Venetian, while remaining on target to open the Las Vegas venue in the second half of calendar year 2023.

 

 

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Unveiling the MSG Sphere Studios facility in Burbank, California, which will enable the Company to work with creators, artists and partners to develop and test content specifically created for MSG Sphere.

 

   

Forming a multi-year corporate partnership related to MSG Sphere at The Venetian with Formula 1, which begins with the inaugural 2023 Las Vegas Grand Prix.

 

 

Opportunistically refinancing the core entertainment business’ $642 million term loan with a new $650 million term loan, which included reducing the borrowing costs, adding a $100 million revolving credit facility and enhancing financial flexibility through a lower minimum liquidity requirement.

 

 

Refinancing Tao Group Hospitality’s term loan and revolving credit facility, which included an upsizing from a total of $50 million to $135 million, enabling the full repayment of the subordinated loan between Tao Group Hospitality and a subsidiary of the Company.

 

(1)

AOI is a non-GAAP financial measure. For a reconciliation of this non-GAAP measure with corresponding GAAP measures, please see Annex A.

Stockholder Engagement & Responsiveness

During the 2022 fiscal year, we engaged with holders of nearly 80% of our Class A Common Stock concerning our Board, governance and/or executive compensation practices, with the specific goal of seeking stockholder feedback.

We greatly value the views of our stockholders and look forward to continuing this dialogue as part of our efforts to continuously align with stockholders’ interests.

Executive Compensation Program Objectives and Philosophy

The Company is a leader in live entertainment comprised of iconic venues, marquee entertainment brands, regional sports and entertainment networks, popular dining and nightlife offerings, and a premier music festival. We operate in specialized industries and our executive officers 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 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

 

 

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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.

Our Compensation Committee has designed a program that reflects four key overarching executive compensation principles:

 

 

 

Principle

 

 

 

Implementation(1)

 

   

 

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 in a competitive industry.

 

 

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

 

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

 

 

(1)

Excludes any one-time awards, including awards granted in connection with commencement of employment.

 

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 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.

The table below summarizes the elements of our compensation program for the 2022 fiscal year and how each element was linked to the Company’s performance. The Compensation Committee, after considering the advice of its independent compensation consultant, approved certain changes to the elements of our compensation program for the 2023 fiscal year,

 

 

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which are described further below under “—Elements of our Compensation Program —

Changes to Fiscal Year 2023 Compensation Program.”

 

 

     

 

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%)

 

 

•  Financial performance targets are pre-determined by the Compensation Committee to incentivize strong execution of our strategy and long-term financial goals

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

 

 

Business Unit AOI (50%)

 

 

Restricted

Stock Units

(50%)

 

 

Stock Price Performance

 

 

 

 

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

•  Vest ratably over three years

 

 

2022 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 2022 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 and Chief Executive
Officer Pay Mix(1)(2)
  

Average NEO Pay Mix(1)(2)

(excluding Executive Chairman and Chief
Executive Officer)

 

LOGO    LOGO

 

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(1)

Reflects the allocation of base salary, annual target bonus opportunity, and long-term incentive award target value as set forth in each current NEO’s employment agreement for the 2022 fiscal year.

 

(2)

Sum of compensation elements or the “At-Risk” value shown may not add to 100% (or “At-Risk” value) due to rounding.

 

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 standard annual compensation is at risk (89% for the Executive Chairman and Chief Executive Officer and 72% on average for the other NEOs)
   

  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 policies
   

  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, 2022. As discussed in greater detail below under “Executive Compensation Tables — Employment Agreements,” much of the NEOs’ compensation for the year ended June 30, 2022 is covered by employment agreements approved by the Compensation Committee.

During fiscal year 2022, the Company entered into a new multi-year employment agreement with Mr. Dolan, effective as of August 1, 2021. The prior employment agreement with the Company had been entered into at the time of the spin-off of the Company in April 2020, with a scheduled expiration date on the first anniversary of the spin-off. The Compensation Committee was responsible for overseeing matters relating to

the new agreement and was advised by the Committee’s independent compensation consultant and represented in the negotiations by the Committee’s independent legal counsel. Prior to the Merger, Mr. Dolan was employed as Executive Chairman of MSG Networks pursuant to the terms of a multi-year employment agreement that continued to apply following the Merger (but which has been superseded by the terms of Mr. Dolan’s new agreement with the Company). In the course of their review, the independent compensation consultant provided the Committee with broad market data (both industry-related and general industry data) on multi-year arrangements involving executive chairman and chief executive officer positions, information relating to the terms of Mr. Dolan’s employment agreement with MSG Networks, as well as other information relating to the

 

 

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Company’s performance and operations and other internal executive compensation data. The Committee’s review also took into account various other factors, including the Company’s overall objectives and philosophy of its executive compensation program, the components of the proposed compensation arrangement, Mr. Dolan’s extensive experience and history with the Company and its predecessors and affiliates, his in-depth knowledge of the Company’s business and key involvement in the Sphere initiatives, his leadership and relationship with senior management and the overall scope and responsibilities of his role as Executive Chairman and Chief Executive Officer.

In fiscal year 2022, the Company also entered into new employment agreements Ms. Greenberg effective as of August 23, 2021, Mr. Byrnes effective as of December 20, 2021, Mr. Haughton effective as of December 6, 2021, and Mr. D’Ambrosio and Mr. Lustgarten, each effective as of January 1, 2022. In the Company’s most recent advisory “say-on-pay” proposal, which was held in 2020, a majority of stockholders (including a majority of holders of our Class A Common Stock) 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 benefit plans; and (4) administers our equity-based 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 to the Compensation Committee and reports directly to the Compensation Committee and, at the request of the Compensation Committee, the independent compensation consultant meets with members of management from time to time for the purpose of gathering information on management proposals and recommendations to be presented to the Compensation Committee.

With respect to compensation matters for the fiscal year ended June 30, 2022, the services provided by the independent compensation consultant to the Compensation Committee included:

 

 

Attending all Compensation Committee meetings;

 

 

Providing information, research, and analysis pertaining to our executive compensation program for the 2022 fiscal year;

 

 

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Regularly updating the Compensation Committee on market trends, changing practices, and legislation pertaining to compensation;

 

 

Assisting the Compensation Committee in making pay determinations for the executive officers;

 

 

Assisting the Compensation Committee in connection with the entry into new employment agreements with the (i) Executive Chairman and Chief Executive Officer, (ii) President and Chief Executive Officer of MSG Networks, (iii) Executive Vice President and Chief Financial Officer, (iv) Executive Vice President and General Counsel, (v) Senior Vice President and Treasurer and (vi) President;

 

 

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

 

 

Conducting a compensation risk assessment;

 

 

Advised on compensation matters in connection with the Merger;

 

 

Providing advice and recommendations that incorporate both market data and Company-specific factors; and

 

 

Assisting the Compensation Committee in connection with its review and update to its non-employee director compensation program.

During the 2022 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, 2022, the Compensation Committee concluded that the independent compensation consultant satisfies the independence requirements of the NYSE rules. In addition, the Compensation Committee believes that the independent compensation consultant’s work did not raise any conflicts of interest during the fiscal year ended June 30, 2022. 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 Chief Executive Officer and, following discussions with the independent compensation consultant, establishes his 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 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

 

 

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Company Net Revenue and AOI. 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 direct contribution is the measure used, in which cases Total Company Net Revenue includes the direct contribution of those units. Direct contribution is revenue less event-related expenses. In those instances, management believes direct contribution 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) adjustments to remove the impact of non-cash straight-line leasing revenue associated with the arena license agreements with MSGS (the “Arena License Agreements”), (ii) depreciation, amortization and impairments of property and equipment, goodwill and intangible assets, (iii) amortization for capitalized cloud computing arrangement costs, (iv) share-based compensation expense, (v) restructuring charges or credits, (vi) merger and acquisition-related costs, including litigation expenses, (vii) gains or losses on sales or dispositions of businesses and associated settlements, (viii) the impact of purchase accounting adjustments related to business acquisitions, and (ix) gains and losses related to the remeasurement of liabilities under the Company’s Executive Deferred Compensation Plan (which was established in November 2021). “Business Unit AOI” is based upon the AOI of the business segments less unallocated corporate business unit expenses such as public company costs and merger and acquisition support, subject to certain adjustments.

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, 2022, 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 total compensation for the fiscal year ended June 30, 2022, the independent compensation consultant assisted the Compensation Committee in: (1) determining if a peer group should be used for comparative purposes, (2) assessing executive compensation in light of internal and external considerations and (3) reviewing the Company’s equity and cash-based executive incentive programs, taking into account evolving market trends. The Compensation Committee, in consultation with the independent compensation consultant, considered broad market data (both industry-related and general industry data) and multiple broad-based compensation surveys in order to appropriately assess compensation levels.

For the fiscal year ended June 30, 2022, 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 listed 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.

 

 

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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, 2022: 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.

Messrs. Dolan and Lustgarten were employed by MSGS as Executive Chairman, and President and Chief Executive Officer, respectively, during the fiscal year ended June 30, 2022, and both received separate compensation from MSGS. Mr. Dolan was also employed by MSG Networks under a separate employment agreement. While the Compensation Committee was aware that Messrs. Dolan and Lustgarten also received compensation for services rendered to MSGS its own compensation decisions were based on its independent assessment and application of the

compensation goals and objectives of the Company. The compensation program and philosophies discussed in this proxy statement reflect only compensation that is paid by the Company for services rendered to the Company, except as otherwise noted. For more information regarding the respective compensation of Messrs. Dolan and Lustgarten by MSGS, see MSGS’s 2022 Definitive Proxy Statement.

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 Mr. Dolan, Ms. Greenberg, and Messrs. Byrnes, Haughton D’Ambrosio, Lustgarten, FitzPatrick, and Packman as of the end of the fiscal year ended June 30, 2022, or as of their separation date, as applicable, were as follows: $2,000,000, $1,350,000, $800,000, $1,100,000, $680,000, $800,000, $800,000 and $800,000, 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 Compensation

 

 

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Committee determined salaries for 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 2022 fiscal year were determined by performance against goals established by the Compensation Committee under the Management Performance Incentive Plan (“MPIP”). Under the MPIP, eligible members of management were provided an opportunity to earn an annual cash award. The size of the bonus pool was based on performance measures tied to Total Company Net Revenue and Company AOI targets for the 2022 fiscal year as well as certain pre-determined strategic objectives.

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

MPIP awards to all eligible employees were conditioned upon the satisfaction of

predetermined financial and strategic objectives. For the 2022 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 focus of that function. Following the Merger and for fiscal year 2022, we had 12 business functions, including MSG Networks, Productions, Live, Marketing Partnerships, Venue Operations, MSG Ventures, MSG Studios and Corporate, with a varied range of strategic weightings determined by the Compensation Committee, depending on the particular business function. The financial and strategic objectives for the Corporate function (including our NEOs other than Ms. Greenberg) and the MSG Networks function (including Ms. Greenberg) were each weighted 50% to reflect the Company’s focus on supporting the business units in safely and efficiently bringing business back following the COVID-19 pandemic, as well as the Company’s long-term goals for transformative strategic growth and development, including the development of MSG Spheres.

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

 

 

 

LOGO

 

As discussed in “Performance Targets & Achievement Levels” below, as a result of the level of achievement of the adjusted Corporate and MSG Networks financial and strategic objectives, the payout level of the annual cash incentives was calculated at 139.2% and 127.4% of the target level, respectively.

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.

 

 

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Target annual incentive opportunities were based upon the applicable employee’s position, grade level, responsibilities, and historical and expected future contributions to the Company. In addition, each employment agreement between the Company and each of the NEOs contains a minimum target annual incentive award level. The Compensation Committee reviews the target annual incentive award levels of the NEOs at least annually, subject to the minimum target annual incentive award level set forth in each employment agreement between

the Company and each of the NEOs. See “Executive Compensation Tables — Employment Agreements” below.

Annual Incentive Payouts

The below table summarizes each NEO’s target annual incentive opportunity and actual 2022 fiscal year annual incentive payouts, as determined by the Compensation Committee. The annual incentive payouts are described in more detail below.

 

 

Name

   2022 Fiscal
Year Base
Salary
     Target
Incentive
(% of Base
Salary)
  Actual 2022
Fiscal Year
MPIP
as a % of
Target
  Actual 2022
Fiscal Year
Annual
Incentive
Award
 

 

Current NEOs

 

         

 

James L. Dolan

 

  

 

$

 

 

2,000,000

 

 

 

 

  

 

200%

 

 

 

139.2%

 

 

 

$

 

 

5,566,000

 

 

 

 

 

Andrea Greenberg

 

  

 

$

 

 

1,350,000

 

 

 

 

  

 

150%

 

 

 

127.4%

 

 

 

$

 

 

2,579,850

 

 

 

 

 

David F. Byrnes(1)

 

  

 

$

 

 

800,000

 

 

 

 

  

 

100%

 

 

 

139.2%

 

 

 

$

 

 

1,113,200

 

 

 

 

 

Jamal H. Haughton(2)

 

  

 

$

 

 

1,100,000

 

 

 

 

  

 

100%

 

 

 

139.2%

 

 

 

$

 

 

1,530,650

 

 

 

 

 

Philip G. D’Ambrosio

 

  

 

$

 

 

680,000

 

 

 

 

  

 

  75%

 

 

 

158.8%(3)

 

 

 

$

 

 

809,665

 

 

(3) 

 

Former Executives(4)

 

 

 

Andrew Lustgarten

 

  

 

$

 

 

800,000

 

 

 

 

  

 

200%

 

 

 

139.2%

 

 

 

$

 

 

1,669,800

 

 

 

 

 

Mark H. FitzPatrick

 

  

 

$

 

 

800,000

 

 

 

 

  

 

100%

 

 

 

139.2%

 

 

 

$

 

 

856,308

 

 

 

 

 

Scott S. Packman

 

  

 

$

 

 

800,000

 

 

 

 

  

 

100%

 

 

 

139.2%

 

 

 

$

 

 

389,620

 

 

 

 

 

(1)

Pursuant to the terms of his employment agreement, Mr. Byrnes was also provided a one-time cash award in the amount of $811,868 in connection with the forfeiture of earned compensation payable to him by his previous employer. Mr. Byrnes will be required to repay the gross amount of this one-time cash award in the event of his resignation without “good reason” or termination for cause within one year following the commencement of his employment with the Company.

 

(2)

Pursuant to the terms of his employment agreement, Mr. Haughton was also provided a one-time cash award in the amount of $250,000 in connection with the commencement of his employment with the Company. Mr. Haughton will be required to repay the prorated amount of this one-time cash award in the event of his resignation without “good reason” or termination for cause within one year following the commencement of his employment with the Company (proration based on the number of calendar days remaining until the first anniversary of the effective date, less all applicable payroll taxes).

 

(3)

Mr. D’Ambrosio’s 2022 incentive payout reflects an additional $100,000 (in excess of the 139.2% annual cash incentive payout for the Corporate function) in recognition of his contributions to the Company’s financing efforts.

 

(4)

Pursuant to the terms of their respective employment agreements, each of the former executives was entitled to a prorated annual bonus for the fiscal year in which the termination of his employment occurred. The Actual 2022 Fiscal Year Annual Incentive Award amount in the table above reflects such proration.

 

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Performance Targets & Achievement Levels

Financial Component (50%): For the fiscal year ended June 30, 2022, the MPIP financial performance objectives were set recognizing the lingering impacts of the COVID-19 pandemic and expected ramp-up during fiscal year 2022, the expected impacts of the Merger (including transaction fees and synergies), and included rigorous Total Company Net Revenue (weighted 40% of the financial component) and Company AOI (weighted 60% of the financial component) targets, with potential payouts under this component ranging from 0-200% of target.

The financial component of the MPIP was determined after assessing the consolidated financial performance against the predetermined targets. The MPIP provides for pre-approved adjustments, including with respect to the MSG Networks business and the impact of the COVID-19 pandemic, when evaluating the financial performance against the pre-determined objectives.

The measurement against the adjusted targets for the 2022 fiscal year provided the following calculated results:

 

 

 

Financial Metrics

(Weighting)

 

  

 

2022 Fiscal Year

Payout Results

 

Revenues (40%)    99.6% of target
AOI (60%)    174.9% 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 payment provisions of the MPIP, was 144.8%.

Strategic Component (50%): For the fiscal year ended June 30, 2022, the MPIP also included a performance component that measured achievement against relevant strategic goals, objectives and metrics specified each fiscal year. These goals, objectives and metrics are reviewed and approved by the Compensation Committee at the beginning of each year.

Goal Setting Process: Each year, specific goals are established for each business function. These goals are intended to align with the Company’s broad strategic initiatives and are subdivided into discrete objectives, which are further cascaded down into specific, measurable metrics that are used to enumerate year-end achievement. As part of this process, each goal (and its related tactics) is assigned a weight, and at the end of the fiscal year, each goal and tactic’s level of achievement is evaluated and assigned a rating of 0-200%. Taking into account the weight of each goal and tactic, these ratings are then used to derive the overall strategic score for each business function.

2022 Fiscal Year Corporate Goals & Achievement: In the 2022 fiscal year, the Corporate function’s strategic component focused on numerous core strategies aimed at supporting business units in safely and efficiently bringing business back, supporting the Company’s MSG Sphere initiative and driving value through corporate structuring and key new business initiatives and special projects. These Corporate function goals were supported by more than 50 individual measurable metrics and tactics.

The strategic component for NEO payouts (except for Ms. Greenberg) was calculated based on the extent to which Corporate-specific objectives and metrics were achieved in the fiscal year.

Based on the performance against these predetermined Corporate objectives, the Compensation Committee determined the payout result of the strategic component of the MPIP for the Corporate function was achieved at 133.5% of target.

2022 Fiscal Year MSG Networks Goals & Achievement: In the 2022 fiscal year, the MSG Networks function’s strategic component focused on identifying, evaluating and executing on revenue-generating opportunities, increased

 

 

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engagement and innovation. These MSG Networks function goals were supported by more than 30 individual measurable metrics and tactics.

The strategic component for Ms. Greenberg’s payout was calculated based on the extent to which MSG Networks-specific objectives and metrics were achieved in the fiscal year.

Based on the performance against these predetermined MSG Networks objectives, the Compensation Committee determined the payout result of the strategic component of the MPIP for the MSG Networks function was achieved at 110.0% of target.

Annual Cash Incentive Payout: As a result of level of achievement of the Corporate and MSG Networks financial and strategic objectives, as discussed above, the payout level of the annual cash incentives was calculated at 139.2% and 127.4%of the target level for the 2022 fiscal year, respectively.

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, 2022, standard long-term incentives were comprised of performance stock units and restricted stock units.

The Compensation Committee believes this equity mix:

 

 

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

 

 

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

 

 

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

The following table summarizes our 2022 fiscal year standard annual long-term incentive awards to our NEOs:

 

 

       
Element    Weighting         Summary
       
Restricted Stock Units    50%     

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

    

Vest ratably over three years

       
Performance Stock Units    50%     

Performance is measured by Total Company Net Revenue and Business Unit AOI, which are equally weighted and considered key value drivers of our business

    

Financial performance targets are pre-determined by the Compensation Committee early in the three-year performance period to incentivize strong execution of our strategy and long-term financial goals

    

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

 

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Additional information regarding long-term incentive awards granted to NEOs during the 2022 fiscal year is set forth in the “Summary Compensation Table” and the “Grants of Plan-Based Awards” table under “Executive Compensation Tables” below.

Restricted Stock Units

Restricted stock units serve to align executive officers’ interests with those of our stockholders

and promote the retention of employees, including the NEOs.

The Compensation Committee approved the awards of restricted stock units shown in the table below to the NEOs for the fiscal year ended June 30, 2022 pursuant to the Company’s 2020 Employee Stock Plan (the “Employee Stock Plan”) and, in the case of Ms. Greenberg, the MSG Networks Inc. 2010 Employee Stock Plan, as amended (“MSG Networks’ Employee Stock Plan”) assumed by the Company in the Merger.

 

 

Name

   Restricted Stock Units    Grant Value(1)

Current NEOs

         

James L. Dolan(2)

    

 

84,736

    

$

6,745,928

Andrea Greenberg

    

 

18,431

    

$

1,457,339

David F. Byrnes(3)

    

 

7,415

    

$

607,882

Jamal H. Haughton(3)

    

 

8,033

    

$

658,545

Philip G. D’Ambrosio

    

 

7,300

    

$

577,211

Former Executives

         

Andrew Lustgarten

    

 

11,679

    

$

923,459

Mark H. FitzPatrick

    

 

8,760

    

$

692,653

Scott S. Packman

    

 

8,760

    

$

692,653

 

(1)

The grant date fair value listed above is calculated in accordance with Topic 718. The Company determines the number of restricted stock units to grant by dividing the target grant value by the 20-trading day average ending on the day before the date of approval by the Compensation Committee.

 

(2)

With respect to Mr. Dolan, this amount includes 15,757 units ($1,291,759) granted in April 2022 to reflect the increased target long-term incentive opportunity (on a non-pro rata basis) as a result of Mr. Dolan’s new employment agreement effective August 2021.

 

(3)

With respect to Messrs. Byrnes and Haughton, this amount was granted in April 2022 to reflect long-term incentive opportunities under their employment agreements on a non-pro rata basis.

 

Standard restricted stock units vest ratably over three years on September 15th of each year following the year of grant, subject to continued employment and employment agreement terms (as applicable). Mid-year grants in respect of an out-of-cycle promotion, increase in compensation or new-hire typically vest on the same timeframe as standard restricted stock units granted that fiscal year.

Performance Stock Units

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, 2022, performance stock units were granted to executive officers and

 

 

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certain other members of management pursuant to our Employee Stock Plan and, in the case of Ms. Greenberg, MSG Networks’ Employee Stock Plan.

2022 Fiscal Year Grants

During the fiscal year ended June 30, 2022, the Compensation Committee approved the following awards of performance stock units to the NEOs for the 2022-2024 fiscal year period:

 

 

Name

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

Current NEOs

         

James L. Dolan(2)

    

 

84,736

    

$

4,402,883

Andrea Greenberg

    

 

18,431

    

$

957,675

David F. Byrnes(3)

    

 

7,415

    

$

385,283

Jamal H. Haughton(3)

    

 

8,033

    

$

417,395

Philip G. D’Ambrosio

    

 

7,300

    

$

379,308

Former Executives

         

Andrew Lustgarten

    

 

11,679

    

$

606,841

Mark H. FitzPatrick

    

 

8,760

    

$

455,170

Scott S. Packman

    

 

8,760

    

$

455,170

 

(1)

The grant date fair value listed above is calculated in accordance with Topic 718. Under Topic 718, the date of grant for performance stock units is the date the performance targets are set for such awards, which, for the fiscal year ended June 30, 2022 was on June 28, 2022. The Company determines the number of performance stock units to grant by dividing the target grant value by the 20-trading day average ending on the day before the date of approval by the Compensation Committee.

 

(2)

With respect to Mr. Dolan, this amount includes 15,757 units ($818,734) approved in April 2022 to reflect the increased target long-term incentive opportunity (on a non-pro rata basis) as a result of Mr. Dolan’s new employment agreement effective August 2021.

 

(3)

With respect to Messrs. Byrnes and Haughton, this amount was approved in April 2022 to reflect long-term incentive opportunities under their employment agreements on a non-pro rata basis.

 

Standard performance stock units are structured to be settled upon the later of September 15th following a three-year period and the date of certification of achievement against pre-determined performance goals measured in the final year of such three-year period. Mid-year grants in respect of an out-of-cycle promotion, increase in compensation or new-hire typically settle on the same timeframe as standard performance stock units granted that fiscal year.

Target Setting

For the 2022 fiscal year performance stock units approved in August 2021 and April 2022 for the

2022-2024 fiscal year period, the Compensation Committee continued to select Total Company Net Revenue and Business Unit AOI as the two financial metrics to be measured in the final fiscal year of the vesting period.

Goals were set in June 2022 based on the Company’s long-range plan, which is subject to review by the Board. The Company’s long-range plan is confidential and disclosure of those targets could provide information that could lead to competitive harm, and for this reason the performance stock unit financial performance targets are not disclosed; however, the Compensation Committee seeks to make target

 

 

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goals ambitious, requiring meaningful growth over the performance period, while threshold goals are expected to be achievable. The Company intends to disclose the Total Company Net Revenue and Business Unit AOI payout

results as a percentage of target as well as the

resulting payout for the 2022 fiscal year performance stock units as a percentage of target measured in the last year of the three-year vesting period (i.e., performance is based on 2024 fiscal year performance).

 

 

Financial Metrics

(Weighting)

  

Threshold

Performance

  

Maximum

Performance

Total Company Net Revenue

(50%)

   85% of target goal    115% of target goal

Business Unit AOI (50%)

   75% of target goal    125% of target goal

 

The performance stock unit payout opportunity ranges from 0 to 110% of target, based on performance and subject to continued employment and employment agreement terms (as applicable). At the threshold performance level, the award would vest at 90% of the target performance stock units, and at or above the maximum performance level, the award would vest at 110% of the target performance stock units. If the Company exceeds threshold levels but does not achieve the targeted rates, or if the Company achieves or exceeds one target but not both, the award provides for partial payments. No performance stock units would vest if the Company fails to achieve both threshold levels of performance.

2020 Fiscal Year Performance Stock Unit Awards

The performance stock units issued by the Company at the time of the Distribution in respect of the MSGS performance stock units granted by The Madison Square Garden Company during the 2020 fiscal year (the “Company 2020 fiscal year performance stock units”) were amended by the Compensation Committee following the Distribution to reflect Total Company Net Revenue and Business Unit AOI performance objectives, weighted at 50% each, measured over a July 1, 2021 through June 30, 2022 performance period (the third year of the three-year performance award). The level of achievement for each performance objective was adjusted in accordance with the terms of the awards. Based on the performance against these predetermined objectives, the Total Company Net Revenue and

Business Unit AOI performance results as a percentage of target performance were calculated at 99.7% and 105.7%, respectively, with a resulting calculated payout for the Company 2020 fiscal year performance stock units of 102.7% of target. The Company 2020 fiscal year performance stock units were settled in September 2022.

With respect to Messrs. Dolan and Lustgarten, who were employed by both the Company and MSGS during the 2020 fiscal year, the payout multiplier was determined based on the performance of the Company and MSGS, with the performance for each company blended as a weighted average based on each of their total direct compensation allocated between the Company and MSGS at the time of the Distribution, and applied to both their MSGS and Company performance stock units. As a result, the payout of Mr. Dolan’s Company 2020 fiscal year performance stock units was 102.7% of target and the payout of Mr. Lustgarten’s Company 2020 fiscal year performance stock units was 102.6% of target. For more information on the MSGS 2020 performance stock units payout level, see MSGS’s 2022 Definitive Proxy Statement. See also “— Awards Issued in Connection with the Distribution” for more information.

Treatment of MSG Networks Equity Awards

In connection with the Merger, the MSG Networks stock options and restricted stock unit

 

 

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

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 or 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, 2022, annual restricted stock unit awards vest ratably over three years and annual performance stock unit awards cliff-vest after three years to the extent that pre-determined financial performance targets measured in the last year of the three-year period are achieved, in each case, so long as the recipient is continuously employed by the Company 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.

Changes to Fiscal Year 2023 Compensation Program

In connection with approving the elements of our compensation program for the 2023 fiscal year, the Compensation Committee, in consultation with its independent compensation consultant, determined to establish an annual incentive plan that reflected certain changes from the terms of the MPIP as in effect for the 2022 fiscal year:

 

 

As the Company’s business operations resume with increased capacity following the COVID-19 pandemic restrictions, the Compensation Committee determined that it was appropriate for the MPIP for the 2023 fiscal year to further the Company’s focus on profitability by increasing the portion of the financial objectives tied to AOI from 60% to 70%, with the remainder tied to Net Revenue.

 

 

Additionally, for the MSG Networks function, 50% of the financial objectives will be determined based on the performance of the Company and 50% will be determined based on the performance of the MSG Networks function, applying 70% for AOI and 30% for net revenue for both.

 

 

For the Corporate function, the financial objectives will continue to be determined based on the performance of the Company.

 

 

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The Company believes that these changes for the 2023 fiscal year are appropriate for meeting the Company’s annual incentive objectives. There were no changes to the Company’s long-term incentive program.

Effective August 31, 2022, the target annual long-term incentive opportunity for Mr. Byrnes was increased from $1,200,000 to $1,700,000. This increase reflects Mr. Byrnes’ role and performance, as well as his competitive market positioning and internal considerations.

 

 

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, during his employment with the Company, Mr. Lustgarten did not participate in certain Company benefit plans, including the Company’s medical, dental and vision plans, as he received such benefits from MSGS.

Defined Benefit Plans

The Company sponsors the MSG Entertainment Group, LLC Cash Balance Pension Plan (the “Cash Balance Pension Plan”), a tax-qualified defined benefit plan, which was retained by the Company in the Distribution, for participating employees, including certain executive officers. Under the MSGN Holdings, L.P. Excess Cash Balance Plan (the “MSGN Excess Cash Balance Plan”), a nonqualified deferred compensation plan retained by the Company following the Merger, the Company provides additional benefits to employees, including Ms. Greenberg, who are restricted by the applicable IRS annual compensation limitation. Each of the Cash Balance Pension Plan and MSGN Excess Cash Balance Plan were frozen to new participants and future benefit accruals effective as of December 31, 2015.

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

Defined Contribution Plans

The Company sponsors the Madison Square Garden 401(k) Savings Plan (the “Savings Plan”), a tax-qualified retirement savings plan, for participating employees, including executive officers. The Savings Plan is a multiple employer plan to which MSGS also 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 on a pre-tax basis by participating employees and (b) a discretionary non-elective contribution by the Company.

In addition, the Company offers the MSG Entertainment Group, LLC Excess Savings Plan (the “Excess Savings Plan”), a nonqualified deferred compensation plan that was retained by the Company following the Distribution, 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.

 

 

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Matching contributions made by the Company in the fiscal year ended June 30, 2022 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

Since the 2020 fiscal year, our employees, including our NEOs, have also been eligible to

participate in the MSG Cares Charitable Matching Gifts Program. Under this program, the Company matches 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.

Car and Driver

Mr. Dolan has regular access to cars and drivers, which he is permitted to use for personal use in addition to business purposes. The Company and MSGS shared these costs equally during the fiscal year ended June 30, 2022. During his employment with the Company, Mr. Lustgarten also received this perquisite and half of such costs were reimbursed by MSGS. 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 reimbursement to the Company, those employees were imputed compensation for tax purposes.

Aircraft Arrangements

During the fiscal year ended June 30, 2022, the Company owned and leased certain aircraft, and also had access to various aircraft through arrangements with various Dolan family entities. Mr. Dolan, and Mr. Lustgarten through March 31, 2022, were permitted to use the Company’s aircraft (including aircraft to which the Company has access through various dry lease agreements)

for personal use. Mr. Dolan is not required to reimburse the Company for personal use of the Company-owned aircraft. Additionally, Mr. Dolan, and Mr. Lustgarten through March 31, 2022, had 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. During the fiscal year ended June 30, 2022, the Company and MSGS shared the costs of Mr. Dolan’s personal aircraft and helicopter use equally. For Mr. Lustgarten, each of the Company and MSGS shared the costs of aircraft and helicopter use equally through March 31, 2022. See “Transactions with Related Parties — Aircraft Arrangements.”

The Company is 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.

 

 

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Executive Security

Mr. Dolan participates in the Company’s executive security program, including services related to cybersecurity and connectivity. During the fiscal year ended June 30, 2022, the Company and MSGS shared the costs of such participation in their security program equally. See “Transactions with Related Parties — Relationship Between Us, MSGS, MSG Networks and AMC Networks.” Because certain of these costs can be viewed as conveying personal benefits to Mr. Dolan, they are reported as perquisites.

Other

From time to time certain employees, including the NEOs (and their guests), will receive access to tickets to events at the Company’s venues at no cost, and may also purchase tickets 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.

Our NEOs may also make incidental use from time to time of certain amenities made available through Company resources, such as 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, including the compensation payable to each former NEO in connection with the termination of his employment, is discussed in greater detail in “Executive Compensation Tables — Employment Agreements” and “— Termination and Severance” below.

 

 

AWARDS ISSUED IN CONNECTION WITH THE DISTRIBUTION

 

 

Restricted Stock Units and Performance Stock Units

In connection with the Distribution, each holder of an MSGS restricted stock unit received one Company restricted stock unit in respect of every one MSGS restricted stock unit held on April 13, 2020 (the “Distribution Record Date”) and continues to be entitled to a share of MSGS Class A common Stock (or cash or other property) for each MSGS restricted stock unit in accordance with the MSGS award agreement. Additionally, each holder of an MSGS performance stock unit received one Company

performance stock unit in respect of every one MSGS performance stock unit held on the Distribution Record Date and continues to be entitled to a share of MSGS Class A common stock (or cash or other property) for each MSGS performance stock unit in accordance with the MSGS award agreement. The one-for-one distribution ratio is consistent with the treatment of MSGS stockholders’ MSGS Class A or Class B common stock on the Distribution Date.

The performance conditions applicable to MSGS performance stock units and Company performance stock units that have a performance

 

 

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period ending in 2021 or 2022 were amended by the applicable compensation committee to reflect performance conditions specific to each company following the Distribution. At the conclusion of the performance period, the Company’s final payout multiplier (representing a percentage of the target award opportunity), as determined based on the Company’s performance against the pre-approved performance metrics for those awards, was applied to both the MSGS and Company performance stock units held by Company employees. For individuals employed by both companies, the payout multiplier was determined based on the performance of the Company and MSGS, with the performance for each company blended as a weighted average based on the shared executive’s total direct compensation allocation between the Company and MSGS at the time of the Distribution, and applied to both the MSGS and Company performance stock units held by the applicable dual-employee.

Our restricted stock units and performance stock units were issued under our Employee Stock Plan and are subject to the same conditions and

restrictions as the MSGS awards except as described above. The restricted stock units and performance stock units that we issued in respect of outstanding MSGS awards are affected by a change in control or going private transaction of the Company or MSGS, as set forth in the terms of the award agreement.

With respect to outstanding equity awards, the Company and MSGS are not regarded as competitive entities of each other for purposes of any non-compete provisions contained in the applicable award agreements. With respect to all outstanding MSGS awards (and Company awards issued in connection with such awards) holders of such awards will continue to vest so long as they remain employed by the Company, MSGS or affiliates of either entity, provided that an employee who moves between the Company or one of its subsidiaries, on the one hand, and MSGS 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

Martin Bandier

Frederic V. Salerno

John L. Sykes (Chair)

 

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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.

 

 

CERTAIN COMPENSATION DISCLOSURE CONSIDERATIONS

 

 

 

Separation of the Company and MSGS

The Company, formerly named MSG Entertainment Spinco, Inc., was incorporated on November 21, 2019 as a direct, wholly-owned subsidiary of The Madison Square Garden Company. We changed our name to Madison Square Garden Entertainment Corp. (NYSE: MSGE) in connection with the Distribution. Pursuant to the Distribution, the Company acquired the entertainment businesses previously owned and operated by The Madison Square Garden Company through its MSG Entertainment Business segment, and the sports booking business previously owned and operated by The Madison Square Garden Company through its MSG Sports Business segment. We refer to the period from July 1, 2019 until April 17, 2020 as the “Pre-Distribution Period.”

 

 

Compensation for the year ended June 30, 2020: To avoid double-counting, certain compensation for the year ended June 30, 2020 (primarily related to the Pre-Distribution Period) is not presented in the Executive Compensation Tables. That compensation is separately disclosed in the MSGS 2022 Definitive Proxy Statement. In the event that compensation is not presented in the Executive Compensation Tables because it is separately disclosed in the MSGS Proxy Statement, it is noted in the relevant footnote to the applicable Executive Compensation Table.

 

 

Post-Distribution Period and the fiscal years ended June 30, 2021 and 2022: Following the Distribution through June 30, 2020 (the “Post-Distribution Period”) and for the fiscal years ended June 30, 2021 and 2022, Messrs. Dolan and Lustgarten served (and Mr. Dolan continues to serve) as officers

   

and employees of each of the Company and MSGS. The compensation of Messrs. Dolan and Lustgarten related to their employment by MSGS during the Post-Distribution Period and for the fiscal years ended June 30, 2021 and 2022 is not reflected herein (for more information regarding the compensation of Messrs. Dolan and Lustgarten by MSGS, see MSGS’s 2022 Definitive Proxy Statement.

All of the information set forth in this proxy statement relating to The Madison Square Garden Company and/or MSGS compensation amounts and benefits has been provided by MSGS or has otherwise been obtained from The Madison Square Garden Company and/or MSGS’s public filings with the SEC.

Merger with MSG Networks

Effective July 9, 2021, we completed our acquisition of MSG Networks in an all-stock, fixed exchange ratio transaction. As a result of the transaction, MSG Networks became a direct wholly-owned subsidiary of the Company and the MSG Networks equity awards outstanding at the time of the Merger, including the awards held by Mr. Dolan and Ms. Greenberg, were assumed and converted into Company equity awards. See “Compensation Discussion & Analysis — Awards Issued in Connection with the Merger” for additional information.

Changes in Executive Officers

Effective April 1, 2022, Mr. Lustgarten stepped down from his role as President of the Company, effective January 24, 2022, Mr. FitzPatrick stepped down from his role as Executive Vice President and Chief Financial Officer of the Company, and effective November 1, 2021, Mr. Packman stepped down from his role as

 

 

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Executive Vice President and General Counsel of the Company. Ms. Greenberg, who has been President and Chief Executive Officer of MSG Networks since 2015, became an executive officer of the Company effective July 9, 2021 upon the closing of the Merger, Mr. Byrnes

became Executive Vice President and Chief Financial Officer effective January 24, 2022, and Mr. Haughton became Executive Vice President and General Counsel effective December 6, 2021, and as of each respective effective date, each became an executive officer of the Company.

 

 

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, 2022, 2021, and 2020, respectively.

 

 

Name and Principal Position

  Year     Salary
($)(1)
    Bonus
($)(2)
    Stock
Awards
($)(3)
    Non-Equity
Incentive Plan
Compensation
($)(4)
    Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings ($)(5)
    All Other
Compensation
($)(6)
    Total ($)  

Current NEOs

               
James L. Dolan     2022       1,937,500             11,148,811       5,566,000             591,368       19,243,679  

Executive Chairman and
Chief Executive Officer

    2021       600,000             5,848,014       1,320,000             555,826       8,323,840  
    2020       115,385             2,305,894       1,439,167             94,683       3,955,129  

Andrea Greenberg(7)

President and Chief Executive Officer,

MSG Networks

    2022       1,326,923             2,415,014       2,579,850       13,708       71,211       6,406,706  

David F. Byrnes(8)

Executive Vice President and
Chief Financial Officer

    2022       338,462       811,868       993,165       1,113,200             11,893       3,268,588  

Jamal H. Haughton(9)

Executive Vice President and
General Counsel

    2022       613,462       250,000       1,075,940       1,530,650             13,112       3,483,164  

Philip G. D’Ambrosio(10)

    2022       625,481             956,519       809,665             35,618       2,427,283  

Senior Vice President and Treasurer

    2021       575,000             1,070,669       474,375             32,370       2,152,414  
    2020       110,577             205,006       295,930             235       611,748  

Former Executives

               

Andrew Lustgarten(11)

Former President

    2022       615,385             1,530,299       1,669,800       57       245,460       4,061,001  
    2021       800,000             1,732,817       1,760,000       61       278,890       4,571,768  
    2020       153,846             866,524       2,268,260       86       31,862       3,320,578  

Mark H. FitzPatrick(12)

    2022       615,385             1,147,823       856,308             41,546       2,661,062  

Former Executive Vice President and
Chief Financial Officer

    2021       800,000             1,299,575       880,000             31,620       3,011,195  
    2020       156,923       250,000                         4,018       410,941  

Scott S. Packman(13)

    2022       280,000             1,147,823       389,620             2,168,253       3,985,696  

Former Executive Vice President and

General Counsel

    2021       793,846       250,000       1,299,575       800,000             33,608       3,177,029  

 

(1)

For 2022, salaries paid by the Company to the NEOs accounted for approximately the following percentages of their total Company compensation: Mr. Dolan – 10%; Ms. Greenberg – 21%; Mr. Byrnes – 10%; Mr. Haughton – 18%; Mr. D’Ambrosio – 26%; Mr. Lustgarten – 15%; Mr. FitzPatrick – 23%; and Mr. Packman – 7%.

 

 

The 2020 salary information excludes the following amounts paid by The Madison Square Garden Company during the Pre-Distribution Period: Mr. Dolan – $807,692; Mr. Lustgarten – $1,211,539; and Mr. D’Ambrosio – $464,423.

 

(2)

This column reflects a one-time special bonus paid outside of the MPIP to Mr. Byrnes in connection with forfeited compensation from his previous employer, to Mr. Haughton and Mr. FitzPatrick in connection with the commencement of their employment with the Company and to Mr. Packman in connection with his relocation from Los Angeles to New York City.

 

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(3)

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 Topic 718 on the date of grant. Under Topic 718, the date of grant for performance stock units is the date the performance targets are set for such awards, which, for the fiscal year ended June 30, 2022 was on June 28, 2022. The assumptions used by the Company in calculating these amounts are set forth in Note 17 to our financial statements included in our 2022 Form 10-K. The grant date fair value of the performance stock units is shown at target performance. The number of restricted stock units and performance stock units granted to the NEOs was determined based on the 20-trading day average closing market price on the day prior to the date such awards were approved by the Compensation Committee.

 

 

For the 2022 figures, this column reflects the value of restricted stock units approved and granted in August 2021 and April 2022 and performance stock units approved in August 2021 and April 2022 and granted for purposes of Topic 718 in June 2022. At the highest level of performance, the value of such 2022 performance stock units on the grant date for purposes of Topic 718 would be: $4,843,171 for Mr. Dolan; $1,053,442 for Ms. Greenberg; $423,812 for Mr. Byrnes; $459,134 for Mr. Haughton; $417,239 for Mr. D’Ambrosio; $667,525 for Mr. Lustgarten; $500,687 for Mr. FitzPatrick; and $500,687 for Mr. Packman. With respect to Mr. Dolan, such amounts include awards approved in April 2022 to reflect the increased long-term incentive opportunity (on a non-pro rata basis) as a result of Mr. Dolan’s new employment agreement effective August 2021; with respect to Messrs. Byrnes and Haughton, such awards, approved in April 2022, reflect long-term incentive opportunities under their employment agreements (on a non-pro rata basis).

 

 

For the 2021 figures, this column reflects the value of restricted stock units and performance stock units granted in August and September 2020 and April 2021. At the highest level of performance, the value of such 2021 performance stock units on the grant date would be: $3,379,808 for Mr. Dolan; $613,078 for Mr. D’Ambrosio; $1,001,466 for Mr. Lustgarten; $751,078 for Mr. FitzPatrick; and $751,078 for Mr. Packman. With respect to Mr. D’Ambrosio, such amounts also include awards granted in April 2021 to reflect an increased long-term incentive opportunity.

 

 

For the 2020 figures, this column reflects the value of the Company restricted stock units and performance stock units granted in April 2020 in respect of existing MSGS awards that were granted by The Madison Square Garden Company in August 2019. With respect to these awards, the value reflected is the pro rata portion of the grant date value of the original MSGS award granted in August 2019 by The Madison Square Garden Company, calculated in accordance with Topic 718, based on the stock price of the Company’s and MSGS’s Class A Common Stock on the Distribution Date. At the highest level of performance, the value of such 2020 Company performance stock units on the grant date would be: $1,268,242 for Mr. Dolan; $112,753 for Mr. D’Ambrosio; and $476,588 for Mr. Lustgarten. With respect to Mr. Lustgarten, such amounts also include awards granted in May 2020 to reflect the increased long-term incentive opportunity reflected in his new employment agreement on a pro rata basis.

 

(4)

For the 2022 figures, this column reflects the annual incentive award earned by each NEO under the Company’s program with respect to performance during the fiscal year ended June 30, 2022 and paid in September 2022. With respect to Messrs. Lustgarten, FitzPatrick and Packman, the 2022 figures reflect the prorated annual incentive awards earned during the fiscal year ended June 30, 2022 for the period from July 1, 2021 through their respective separation dates from the Company. See “—Termination and Severance” below for a description of the benefits paid in accordance with their employment agreements upon their separation. For the 2021 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, 2021 and paid in September 2021. 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 and paid in September 2020. With respect to Messrs. Dolan and Lustgarten, these amounts also include $239,167 and $668,260, respectively, paid by the Company to MSGS, reflecting the Company’s obligation

 

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to pay 75% of the aggregate annual incentive liability accrued as of the Distribution Date. With respect to Mr. D’Ambrosio, these amounts exclude $135,321 paid by MSGS to the Company, reflecting MSGS’s obligation to pay 41% of the liability accrued as of the Distribution Date.

 

(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 MSGN 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(a)
    Excess
Savings
Plan
Match(a)
    Excess Savings
Plan
Discretionary
 Contribution(a) 
    Life
Insurance
 Premiums(b) 
    MSG
Cares
Matching
Gift
Program(c)
     Perquisites(d)      Separation
Related
Benefits(e)
    Total  

Current NEOs

                   

James L. Dolan

    2022       12,723       4,350       62,400       24,309       4,896             482,690             591,368  

Andrea Greenberg

    2022       12,200       4,350       38,477       14,429       1,755                         71,211  

David F. Byrnes

    2022       11,077                         816                         11,893  

Jamal H. Haughton

    2022       11,000       952                   1,160                         13,112  

Philip G. D’Ambrosio

    2022       13,185       4,350       11,400       4,275       1,408       1,000                   35,618  

Former Executives

                   

Andrew Lustgarten

    2022                   32,000       12,000                   201,460             245,460  

Mark H. FitzPatrick

    2022       6,677       4,350       20,400       7,650       1,469       1,000                   41,546  

Scott S. Packman

    2022                   15,600             653                   2,152,000       2,168,253  

 

(a)

These columns represent, 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.

 

(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, excluding amounts reimbursed by MSGS. 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

   2022    129,134    342,740    *    482,690

Andrea Greenberg

   2022    *    *    *    **

David F. Byrnes

   2022    *    *    *    **

Jamal H. Haughton

   2022    *    *    *    **

Philip G. D’Ambrosio

   2022    *    *    *    **

Former Executives

              

Andrew Lustgarten

   2022    31,521    169,939    *    201,460

Mark H. FitzPatrick

   2022    *    *    *    **

Scott S. Packman

   2022    *    *    *    **

 

  *

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 2022 for the individual is less than $10,000.

 

  (I)

Amounts in this column 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 are 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.

 

  (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 represent the Company’s share of the cost of executive security services (including cybersecurity and connectivity) provided to Mr. Dolan.

 

(e)

Effective as of April 1, 2022, Mr. Lustgarten and Mr. FitzPatrick separated from the Company and effective as of November 1, 2021, Mr. Packman separated from the Company. The amounts in this column reflect separation-related benefits paid in accordance with their employment agreements. See “—Termination and Severance” for a description of the benefits paid upon their separation from the Company.

 

(7)

Effective as of the closing of the Merger on July 9, 2021, Ms. Greenberg (who has been President and Chief Executive Officer of MSG Networks since 2015) became an executive officer of the Company.

 

(8)

Effective January 24, 2022, Mr. Byrnes was appointed Executive Vice President and Chief Financial Officer of the Company.

 

(9)

Effective December 6, 2021, Mr. Haughton was appointed Executive Vice President and General Counsel of the Company.

 

(10)

From March 12, 2020 through the Distribution Date, Mr. D’Ambrosio served as the Company’s Interim Chief Financial Officer and from March 12, 2020 through December 10, 2020, Mr. D’Ambrosio also served as the Company’s Secretary.

 

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(11)

Mr. Lustgarten served as the President of the Company from November 21, 2019 until April 1, 2022.

 

(12)

Mr. FitzPatrick served as the Executive Vice President and Chief Financial Officer of the Company from the Distribution Date until January 24, 2022 and ceased to be an employee of the Company as of April 1, 2022.

 

(13)

Mr. Packman served as the Executive Vice President and General Counsel of the Company from July 1, 2020 until November 1, 2021.

GRANTS OF PLAN-BASED AWARDS

 

 

The table below presents information regarding Company equity awards granted under the Company’s plans and annual incentive awards that were granted during the fiscal year ended June 30, 2022 to each NEO, 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(1)
   

 

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 (#)(2)
    Grant
Date
Fair
Value of
Stock
and
Option
Awards
($)(3)
 
  Threshold
($)
    Target
($)
    Maximum
($)
    Threshold
(#)
    Target
(#)
    Maximum
(#)
 

Current NEOs

                   

James L. Dolan

    2022       8/27/2021 (4)        4,000,000       8,000,000            
    2022       6/28/2022 (5)            76,262       84,736       93,210         4,402,883  
    2022       8/27/2021 (6)                  68,979       5,454,170  
    2022       4/20/2022 (6)                  15,757       1,291,759  

Andrea Greenberg

    2022       8/27/2021 (4)        2,025,000       4,050,000            
    2022       6/28/2022 (5)            16,588       18,431       20,274         957,675  
    2022       8/27/2021 (6)                  18,431       1,457,339  

David F. Byrnes

    2022       12/20/2021 (4)        800,000       1,600,000            
    2022       6/28/2022 (5)            6,674       7,415       8,157         385,283  
    2022       4/20/2022 (6)                  7,415       607,882  

Jamal H. Haughton

    2022       12/6/2021 (4)        1,100,000       2,200,000            
    2022       6/28/2022 (5)            7,230       8,033       8,836         417,395  
    2022       4/20/2022 (6)                  8,033       658,545  

Philip G. D’Ambrosio

    2022       8/27/2021 (4)        510,000       1,020,000            
    2022       6/28/2022 (5)            6,570       7,300       8,030         379,308  
    2022       8/27/2021 (6)                  7,300       577,211  

Former Executives

                   

Andrew Lustgarten

    2022       8/27/2021 (4)        1,600,000       3,200,000            
    2022       6/28/2022 (5)            10,511       11,679       12,847         606,841  
    2022       8/27/2021 (6)                  11,679       923,459  

Mark H. FitzPatrick

    2022       8/27/2021 (4)        800,000       1,600,000            
    2022       6/28/2022 (5)            7,884       8,760       9,636         455,170  
    2022       8/27/2021 (6)                  8,760       692,653  

Scott S. Packman

    2022       8/27/2021 (4)        800,000       1,600,000            
    2022       6/28/2022 (5)            7,884       8,760       9,636         455,170  
    2022       8/27/2021 (6)                  8,760       692,653  

 

(1)

The grant date is presented in accordance with Topic 718. Under Topic 718, the date of grant for performance stock units is the date the performance targets are set for such awards, which, for the fiscal year ended June 30, 2022 was on June 28, 2022.

 

(2)

The number of restricted stock units and performance stock units granted to the NEOs was determined based on the 20-trading day average closing market price on the day prior to the date such awards were approved by the Compensation Committee.

 

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(3)

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 2022 fiscal year without any reduction for risk of forfeiture as calculated in accordance with Topic 718 as of the date of grant. The grant date fair value of the performance stock units is shown at target performance. At the highest level of performance, the value of the performance stock units on the applicable grant date would be: $4,843,171 for Mr. Dolan; $1,053,442 for Ms. Greenberg; $423,812 for Mr. Byrnes; $459,134 for Mr. Haughton; $417,239 for Mr. D’Ambrosio; $667,525 for Mr. Lustgarten; $500,687 for Mr. FitzPatrick; and $500,687 for Mr. Packman.

 

(4)

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, 2022. Each of the NEOs is assigned a target bonus which is a percentage of the NEO’s base salary for as of such fiscal year end. There is no threshold amount for annual incentive awards. The amounts of annual incentive awards actually paid by the Company in September 2022 for performance in the 2022 fiscal year are disclosed in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table above. For more information regarding the terms of these annual incentive awards, please see “Compensation Discussion & Analysis — Elements of Our Compensation Program — Annual Cash Incentives.”

 

(5)

This row reflects the threshold, target and maximum number of Company performance stock units awarded in the fiscal year ended June 30, 2022. Such performance stock units were approved by the Compensation Committee in August 2021 and April 2022 (only with respect to Messrs. Dolan, Byrnes and Haughton) and granted for purposes of Topic 718 in June 2022, when the performance targets were set for such awards. Each performance stock unit award was approved 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 (except in the case of Ms. Greenberg, whose grants of performance stock units were made under MSG Networks’ Employee Stock Plan), will vest upon the later of September 15, 2024 and the date of certification of achievement against pre-determined performance goals measured in the 2024 fiscal year, subject to continued employment requirements and employment agreement and award terms (as applicable), except with respect to Messrs. Lustgarten, FitzPatrick and Packman, whose fiscal year 2022 performance stock units will vest on the date of certification of achievement against pre-determined performance goals measured in the 2024 fiscal year in accordance with their employment agreements. See “Compensation Discussion & Analysis — Elements of Our Compensation Program — Long-Term Incentives — Performance Stock Units” and “ — Employment Agreements.”

 

(6)

This row reflects the number of Company restricted stock units awarded in the fiscal year ended June 30, 2022. These grants of restricted stock units, which were made under the Employee Stock Plan (except in the case of Ms. Greenberg, whose grants of restricted stock units were made under MSG Networks’ Employee Stock Plan), will vest in three equal installments on September 15, 2022, 2023 and 2024, subject to continued employment requirements and employment agreement and award terms (as applicable), except with respect to Messrs. Lustgarten, FitzPatrick and Packman, whose fiscal year 2022 restricted stock units vested upon their separation date in accordance with their employment agreements. See “Compensation Discussion & Analysis — Elements of Our Compensation Program — Long-Term Incentives — Restricted Stock Units” and “— Employment Agreements.”

 

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OUTSTANDING EQUITY AWARDS AT JUNE 30, 2022

 

 

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

performance stock units outstanding (assuming target performance) for each NEO, in each case, as of June 30, 2022.

 

 

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

    184,150 (2)        103.55       03/15/2024              
    146,349 (3)        125.59       03/01/2025              
    108,630 (4)        145.64       02/25/2026              
    63,704 (5)      127,406 (5)      83.26       02/26/2027              
                            312,799 (6)      16,459,483  

Andrea Greenberg

                            103,099 (7)      5,425,069  

David F. Byrnes

                            14,830 (8)      780,355  

Jamal H. Haughton

                            16,066 (9)      845,393  

Philip G. D’Ambrosio

                            28,079 (10)      1,477,517  

Former Executives

           

Andrew Lustgarten

    93,826 (11)            64.36       12/15/2027              
                            29,318 (12)      1,542,713  

Mark H. FitzPatrick

                            17,447 (13)      918,061  

Scott S. Packman

                            17,447 (14)      918,061  

 

(1)

Calculated using the closing market price of Class A Common Stock on the NYSE on June 30, 2022 of $52.62 per share.

 

(2)

The amounts in this row represent Mr. Dolan’s time-based stock options granted at the Effective Time of the Merger as a result of the conversion of Mr. Dolan’s MSG Networks time-based stock options and performance-based stock options granted as long-term incentive awards on September 15, 2016, which have fully vested.

 

(3)

The amounts in this row represent Mr. Dolan’s time-based stock options granted at the Effective Time of the Merger as a result of the conversion of Mr. Dolan’s MSG Networks time-based stock options and performance-based stock options granted as long-term incentive awards on September 1, 2017, which have fully vested.

 

(4)

The amounts in this row represent Mr. Dolan’s time-based stock options granted at the Effective Time of the Merger as a result of the conversion of Mr. Dolan’s MSG Networks time-based stock options and performance-based stock options granted as long-term incentive awards on August 28, 2018, which have fully vested.

 

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(5)

The amounts in this row represent Mr. Dolan’s 191,110 time-based stock options (63,704 of which have vested) granted at the Effective Time of the Merger as a result of the conversion of Mr. Dolan’s MSG Networks time-based stock options and performance-based (based on target performance) stock options granted as long-term incentive awards on August 29, 2019. The unvested portion of the time-based stock options will vest on August 29, 2022, subject to continued employment requirements and employment agreement and award terms (as applicable).

 

(6)

With respect to Mr. Dolan, the total in this column includes 5,399 Company restricted stock units (from an original award of 16,197 restricted stock units) and 16,197 Company target performance stock units granted in respect of MSGS long-term incentive awards granted by The Madison Square Garden Company prior to the Distribution. 5,399 restricted stock units vest on September 15, 2022. 16,197 performance stock units vest upon the later of September 15, 2022, 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, 2022. This column also includes 22,632 Company restricted stock units (from an original award of 33,947 restricted stock units) issued in respect of MSG Networks restricted stock units and 33,947 Company restricted stock units issued in respect of MSG Networks performance stock units, granted by MSG Networks prior to the Merger. 11,316 and 11,316 restricted stock units issued in respect of the MSG Networks restricted stock units vest on September 15, 2022 and 2023, respectively. 33,947 restricted stock units issued in respect of the MSG Networks performance stock units vest on September 15, 2023. In addition, this column includes an award of 26,061 restricted stock units (from an original award of 39,091 restricted stock units) and 39,091 target performance stock units approved as long-term incentive awards on August 25, 2020, 68,979 restricted stock units and 68,979 target performance stock units approved as long-term incentive awards on August 27, 2021, and 15,757 restricted stock units and 15,757 target performance stock units approved as long-term incentive awards on April 20, 2022. The 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 the period ending June 30th of the applicable year. All vestings are subject to continued employment and the terms of Mr. Dolan’s employment agreement. For more information on MSGS restricted stock units and performance stock units granted by The Madison Square Garden Company prior to the Distribution, which are not reflected herein, see MSGS’s Definitive Proxy Statement, filed with the SEC on October 27, 2020.

 

(7)

With respect to Ms. Greenberg, the total in this column includes 5,511 restricted stock units (from an original award of 17,405 restricted stock units) issued in respect of MSG Networks restricted stock units and 17,405 Company restricted stock units issued in respect of MSG Networks performance stock units, granted by MSG Networks prior to the Merger. 9,024 and 9,024 restricted stock units issued in respect of the MSG Networks restricted stock units vest on September 15, 2022 and 2023, respectively. 16,532 and 27,070 restricted stock units issued in respect of the MSG Networks performance stock units vest on September 15, 2022 and 2023, respectively. In addition, this column includes an award of 17,507 restricted stock units and 18,431 target performance stock units approved as long-term incentive awards on August 27, 2021. The 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 the period ending June 30th of the applicable year. All vestings are subject to continued employment and the terms of Ms. Greenberg’s employment agreement. For more information on the MSG Networks restricted stock units and performance stock units granted by MSG Networks prior to the Merger, which are not reflected herein, see MSG Networks’ Definitive Proxy Statement, filed with the SEC on October 21, 2020.

 

(8)

With respect to Mr. Byrnes, the total in this column represents an award of 7,415 restricted stock units and 7,415 target performance stock units approved as long-term incentive awards on April 20, 2022. The restricted stock units vest ratably over three years on September 15th each year following the year of grant.

 

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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 the period ending June 30th of the applicable year. All vestings are subject to continued employment and the terms of Mr. Byrnes’ employment agreement.

 

(9)

With respect to Mr. Haughton, the total in this column represents an award of 8,033 restricted stock units and 8,033 target performance stock units approved as long-term incentive awards on April 20, 2022. The 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 the period ending June 30th of the applicable year. All vestings are subject to continued employment and the terms of Mr. Haughton’s employment agreement.

 

(10)

With respect to Mr. D’Ambrosio, the total in this column includes an award of 480 Company restricted stock units (from an original award of 1,440 restricted stock units) and 1,440 Company target performance stock units granted in respect of MSGS long-term incentive awards granted by The Madison Square Garden Company prior to the Distribution. 480 restricted stock units vest on September 15, 2022. 1,440 performance stock units vest upon the later of September 15, 2022, 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, 2022. In addition, this column includes an award of 3,862 restricted stock units (from an original award of 5,792 restricted stock units) and 5,792 target performance stock units approved as long-term incentive awards on August 25, 2020, 762 restricted stock units (from an original award of 1,143 restricted stock units) and 1,143 target performance stock units approved as long-term incentive awards on April 22, 2021, and 7,300 restricted stock units and 7,300 target performance stock units approved as long-term incentive awards on August 27, 2021. The 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 the period ending June 30th of the applicable year. All vestings are subject to continued employment and the terms of Mr. D’Ambrosio’s employment agreement. For more information on MSGS restricted stock units and performance stock units granted by The Madison Square Garden Company prior to the Distribution, which are not reflected herein, see MSGS’s Definitive Proxy Statement, filed with the SEC on October 27, 2020.

 

(11)

With respect to Mr. Lustgarten, this amount represents an award of Company stock options granted in respect of an original award of 93,826 MSGS stock options granted by The Madison Square Garden Company prior to the Distribution in connection with his promotion to President. For more information on the MSGS award of stock options granted by The Madison Square Garden Company prior to the Distribution, which is not reflected herein, see MSGS’s Definitive Proxy Statement, filed with the SEC on October 27, 2020.

 

(12)

With respect to Mr. Lustgarten, the total in this column includes an award of 5,399 Company target performance stock units granted in respect of MSGS long-term incentive awards granted by The Madison Square Garden Company prior to the Distribution, 657 target performance stock units granted as long-term incentive awards on May 21, 2020, 11,583 target performance stock units approved as long-term incentive awards on August 25, 2020, and 11,679 target performance stock units approved as long-term incentive awards on August 27, 2021. The performance stock units cliff-vest on the date of certification of achievement against pre-determined performance goals measured in the final year of the period ending June 30th of the applicable year. For more information on MSGS restricted stock units and performance stock units granted by The Madison Square Garden Company prior to the Distribution, which are not reflected herein, see MSGS’s Definitive Proxy Statement, filed with the SEC on October 27, 2020.

 

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(13)

With respect to Mr. FitzPatrick, the total in this column represents an award of 8,687 target performance stock units approved as long-term incentive awards on August 25, 2020, and 8,760 target performance stock units approved as long-term incentive awards on August 27, 2021. The performance stock units cliff-vest the date of certification of achievement against pre-determined performance goals measured in the final year of the period ending June 30th of the applicable year.

 

(14)

With respect to Mr. Packman, the total in this column represents an award of 8,687 target performance stock units approved as long-term incentive awards on August 25, 2020, and 8,760 target performance stock units approved as long-term incentive awards on August 27, 2021. The performance stock units cliff-vest on the date of certification of achievement against pre-determined performance goals measured in the final year of the period ending June 30th of the applicable year.

OPTION EXERCISES AND STOCK VESTED

 

 

The table below shows restricted stock unit awards that vested during the fiscal year ended June 30, 2022.

 

No Company stock options were exercised in the fiscal year ended June 30, 2022.

 

 

Name

   Restricted Stock Units
   Number of Shares
Acquired on Vesting
   Value Realized
on Vesting(1)

Current NEOs

         

James L. Dolan

    

 

49,274

    

$

3,967,050

Andrea Greenberg

    

 

36,198

    

$

2,891,733

David F. Byrnes

    

 

    

 

Jamal H. Haughton

    

 

    

 

Phillip G D’Ambrosio

    

 

4,532

    

$

364,871

Former Executives

         

Andrew Lustgarten

    

 

33,814

    

$

2,749,140

Mark H. FitzPatrick

    

 

17,447

    

$

1,422,848

Scott S. Packman

    

 

17,447

    

$

1,309,051

 

(1)

Calculated using the closing price of Class A Common Stock on the NYSE on the vesting dates, September 15, 2021, November 1, 2021, November 16, 2021, and April 1, 2022, of $80.51, $73.94, $75.46, $81.76 per share, respectively.

 

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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, 2022.

 

 

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     (3)        
  MSGN Excess Cash Balance Plan     (3)        

Andrea Greenberg

  Cash Balance Pension Plan     8(4)       354,496  
  MSGN Excess Cash Balance Plan     8(4)       438,265  

David F. Byrnes

  Cash Balance Pension Plan     (4)        
  MSGN Excess Cash Balance Plan     (4)        

Jamal H. Haughton

  Cash Balance Pension Plan     (4)        
  MSGN Excess Cash Balance Plan     (4)        

Philip G. D’Ambrosio

  Cash Balance Pension Plan     (4)        
  MSGN Excess Cash Balance Plan     (4)        

Former Executives

     

Andrew Lustgarten

  Cash Balance Pension Plan     1(5)       3,336  
  MSGN Excess Cash Balance Plan     (5)        

Mark H. FitzPatrick

  Cash Balance Pension Plan     (4)        
  MSGN Excess Cash Balance Plan     (4)        

Scott S. Packman

  Cash Balance Pension Plan     (4)        
  MSGN Excess Cash Balance Plan     (4)        

 

(1)

Accruals under both the Cash Balance Pension Plan and the MSGN 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 16 to our financial statements included in our 2022 Form 10-K.

 

(3)

Mr. Dolan does not participate in the Cash Balance Pension Plan or the MSGN Excess Cash Balance Plan.

 

(4)

In connection with the Merger, Ms. Greenberg’s benefits under the Cash Balance Plan and MSGN Excess Cash Balance Plan were retained by the Company and the number of years of credited service under both plans reflect the period of Ms. Greenberg’s participation in MSG Networks’ cash balance plan and excess cash balance plans prior to the Merger.

 

(5)

Messrs. Byrnes, Haughton, D’Ambrosio, FitzPatrick, and Packman commenced employment with the Company after the Cash Balance Pension Plan and the MSGN Excess Cash Balance Plan were frozen and therefore are not eligible to participate.

 

(6)

In connection with the Distribution, Mr. Lustgarten’s benefits under the Cash Balance Plan were retained by the Company.

 

 

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

Cash Balance Pension Plan

The Company sponsors the Cash Balance Pension Plan, a tax-qualified defined benefit plan which was retained by the Company in the Distribution. The Cash Balance Pension Plan 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). A notional account is maintained for each participant under the Cash Balance Pension Plan, including Ms. Greenberg and Mr. Lustgarten, which consists of (i) annual allocations made by the Company as of the end of each year on behalf of each participant who has completed 800 hours of service during the year that range from 3% to 9% of the participant’s compensation, based on the participant’s age and (ii) monthly interest credits based on the average of the annual rate of interest on the 30-year U.S. Treasury Bonds for the months of September, October and November of the prior year. Compensation includes all direct cash compensation received while a participant as part of the participant’s primary compensation structure (excluding bonuses, fringe benefits, and other compensation that is not received on a regular basis), and before deductions for elective deferrals, 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 will also vest in full upon his or her termination due to death, disability or retirement after attaining age 65. Upon retirement or other termination of employment with the Company, the participant may elect a distribution of the vested portion of the cash balance account. Any amounts remaining in the 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.

MSGN Excess Cash Balance Plan

The MSGN Excess Cash Balance Plan is a nonqualified deferred compensation plan, which was retained by the Company following the Merger, that is intended to provide eligible participants, including Ms. Greenberg, 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 MSGN 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.

Savings Plan

Under the Savings Plan, a tax-qualified retirement savings plan which was retained by the Company in the Distribution, participating employees,

 

 

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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. The Savings Plan is a multiple employer plan sponsored by the Company, to which MSGS contributes for its employees. Prior to the Merger, MSG Networks also contributed for its employees.

Excess Savings Plan

The Excess Savings Plan, which was retained by the Company following the Distribution, 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 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 ($305,000 in calendar year 2022) 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 ($20,500, or $27,000 if 50 or over, for calendar year 2022) 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.

 

 

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NONQUALIFIED DEFERRED COMPENSATION

 

 

The table below shows (i) the contributions made by each NEO and the Company during the fiscal year ended June 30, 2022, (ii) aggregate earnings on each NEO’s account balance during the year

ended June 30, 2022 and (iii) the account balance of each of our NEOs under the Excess Savings Plan as of June 30, 2022.

 

 

Name

  

Plan Name

   Executive
Contributions
in 2022 ($)(1)
     Registrant
Contributions
in 2022 ($)(2)
     Aggregate
Earnings
in 2022
($)(3)
     Aggregate
Withdrawals/
Distributions
($)
    Aggregate
Balance
at End of
2022 ($)
 

Current NEOs

                

James L. Dolan

   Excess Savings Plan      64,046        86,709        8,865              706,172  

Andrea Greenberg

   Excess Savings Plan      41,132        52,906        16,455              1,192,987  

David F. Byrnes

   Excess Savings Plan      108                            108  

Jamal H. Haughton

   Excess Savings Plan      8,108               13              8,121  

Philip G. D’Ambrosio

   Excess Savings Plan      11,673        15,675        2,093              159,361  

Former Executives

                

Andrew Lustgarten

   Excess Savings Plan      25,846        44,000        1,327              134,017  

Mark H. FitzPatrick

   Excess Savings Plan      21,131        28,050        612              70,174  

Scott S. Packman

   Excess Savings Plan      12,431        15,600        566        (59,049)        

 

(1)

These amounts represent a portion of the NEOs’ salaries and/or annual cash incentives, which are included in the numbers reported in the “Salary” or “Non-Equity Incentive Plan Compensation” columns, as applicable, 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.

EMPLOYMENT AGREEMENTS

 

 

Each of our NEOs had an employment agreement with the Company in the fiscal year ended June 30, 2022. Following the Merger, the Company entered into an employment agreement with Ms. Greenberg, effective as of August 23, 2021. The Company also entered into employment agreements with each of Mr. Byrnes (effective December 20, 2021) and Mr. Haughton (effective December 6, 2021) in connection with their commencement of employment with the Company. In addition, the Company entered into new employment agreements with each of Mr. Dolan (effective August 1, 2021), Mr. D’Ambrosio (effective January 1, 2022) and Mr. Lustgarten (effective January 1, 2022) during

the fiscal year. Set forth below is a description of the agreements between the Company and each of Mr. Dolan, Ms. Greenberg, and Messrs. Byrnes, Haughton, D’Ambrosio, Lustgarten, FitzPatrick, and Packman.

As noted above in the Compensation Discussion & Analysis, each of Messrs. Dolan and Lustgarten also serves as an executive officer and employee of MSGS pursuant to terms of employment agreements with MSGS (which are not described herein). For a description of each of the MSGS employment agreements, see MSGS’s 2022 Definitive Proxy Statement.

 

 

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James L. Dolan

In connection with Mr. Dolan’s continued employment as the Executive Chairman and Chief Executive Officer of the Company, Mr. Dolan and the Company entered into a new employment agreement on December 27, 2021, which was effective as of August 1, 2021. The employment agreement recognizes that Mr. Dolan is also employed by MSGS during his employment with the Company.

The employment agreement provides for an annual base salary of not less than $2,000,000 and eligibility 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 is eligible for our standard benefits program, subject to meeting the relevant eligibility requirements, payment of required premiums, and the terms of the plans. Commencing with the fiscal year starting July 1, 2021, Mr. Dolan is eligible, subject to his continued employment by the Company, to participate in such long-term incentive programs that are made available to similarly situated executives at the Company, with an aggregate annual target value of not less than $12,000,000.

Pursuant to his employment agreement, Mr. Dolan received a mid-year grant with an aggregate target value of $2,550,000, as determined by the Compensation Committee, to reflect the increase in his target annual long-term award over the award for the 2022 fiscal year previously granted to him in August 2021.

If, on or prior to June 30, 2024, Mr. Dolan’s employment is either terminated by the Company for any reason other than “cause” (as defined in the agreement), or is 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 will provide him with the following benefits and rights: (a) a severance payment in an amount determined at the discretion of the

Company, but in no event less than two times the sum of 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 will immediately vest in full and will 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) will immediately be eliminated and such restricted stock and restricted stock units will 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 will immediately vest.

If Mr. Dolan’s employment is terminated due to his death or disability before June 30, 2024, 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 clauses (b), (d) and (e) above and any 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 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 will be at the target amount for such award, and (ii) if the measurement period for such performance criteria had already been fully completed, then the payment amount of such award will be 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 is terminated

 

 

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after June 30, 2024 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 will be provided with the benefits and rights set forth in clauses (c), (d) and (e) above. Following June 30, 2024, Mr. Dolan would no longer be entitled to the benefits and rights set forth in clauses (a) and (b) above in the event of a Qualifying Termination and certain provisions of Mr. Dolan’s employment agreement regarding annual cash and equity compensation would no longer be in effect with respect to services following such date.

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

Andrea Greenberg

Following the Merger, in connection with Ms. Greenberg’s continued employment as President and Chief Executive Officer of MSG Networks, Ms. Greenberg and MSG Networks, a subsidiary of the Company, entered into an employment agreement on August 27, 2021, which was effective as of August 23, 2021. The employment agreement provides for an annual base salary of not less than $1,350,000. Ms. Greenberg is eligible to participate in the Company’s discretionary annual incentive program with an annual target bonus equal to not less than 150% of her annual base salary.

Commencing with the Company’s fiscal year starting July 1, 2021, Ms. Greenberg is eligible to participate in such long-term incentive programs that are made available to similarly situated executives of MSG Networks, subject to Ms. Greenberg’s continued employment by MSG Networks. It is expected that Ms. Greenberg will receive one or more annual long-term incentive awards with an aggregate target value of not less than $2,525,000.

Under the agreement, Ms. Greenberg 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 September 1, 2024, Ms. Greenberg’s employment with MSG Networks is terminated (i) by the Company other than for “cause” (as defined in the agreement), or (ii) by Ms. Greenberg for “good reason” (as defined in the agreement) and cause does not then exist, then, subject to Ms. Greenberg’s execution of a separation agreement with MSG Networks, MSG Networks will provide her with the following benefits and rights: (a) a severance payment in an amount determined at the discretion of MSG Networks, but in no event less than the sum of Ms. Greenberg’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. Greenberg’s outstanding long-term cash awards will immediately vest in full and will be payable to Ms. Greenberg to the same extent that other similarly situated active executives receive payment; (d) all of the time-based restrictions on each of Ms. Greenberg’s outstanding restricted stock or restricted stock units will immediately be eliminated and will be payable or deliverable to Ms. Greenberg subject to satisfaction of any applicable performance criteria; and (e) each of Ms. Greenberg’s outstanding stock options and stock appreciation awards under the plans of MSG Networks, if any, will immediately vest.

If Ms. Greenberg’s employment is terminated due to her death or disability prior to September 1, 2024, 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

 

 

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performance criteria and will be payable on the 90th day after the termination of her employment; provided, that if any such award is subject to any performance criteria, then (i) if the measurement period for such performance criteria 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). If Ms. Greenberg’s employment is terminated by Ms. Greenberg prior to September 1, 2024 for any reason on at least three months’ prior written notice, and at such time cause does not exist, then, subject to execution of a separation agreement, she will be provided with the benefits and rights set forth in clauses (b) through (e) of the preceding paragraph.

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

David F. Byrnes

In connection with Mr. Byrnes’ appointment as Executive Vice President and Chief Financial Officer, Mr. Byrnes and the Company entered into an employment agreement dated December 20, 2021, which was effective as of that date. The employment agreement provides for an annual base salary of not less than $800,000. Commencing with the Company’s fiscal year starting July 1, 2021, Mr. Byrnes is eligible to participate in the Company’s discretionary annual incentive program with an annual target bonus equal to not less than 100% of his annual base salary.

In connection with the commencement of his employment with the Company, Mr. Byrnes received a one-time special cash payment of $811,868, which was paid no later than the first regular Company payroll date on or after April 1, 2022. If Mr. Byrnes’ employment with the Company terminates prior to the first anniversary of the commencement of his employment as a result of his resignation (other than for “good reason” as defined in the employment agreement) or a termination by the Company for “cause” (as defined in the employment agreement), then Mr. Byrnes will be required to refund to the Company the gross amount of the special cash award.

Commencing with the Company’s fiscal year starting July 1, 2021, Mr. Byrnes is eligible, subject to his continued employment by the Company, to participate in such long-term incentive programs that are made available to similarly situated executives of the Company. It is expected that Mr. Byrnes will receive one or more annual long-term awards with an aggregate target value of not less than $1,200,000. Mr. Byrnes 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, 2024, Mr. Byrnes’ employment with the Company is terminated (i) by the Company other than for “cause” (as defined in the agreement), or (ii) by Mr. Byrnes for “good reason” (as defined in the agreement) and so long as “cause” does not then exist, then, subject to Mr. Byrnes’ execution of a separation agreement with the Company, the Company will provide him with the following benefits and rights: (a) a severance payment in an amount determined at the discretion of the Company, but in no event less than two times the sum of Mr. Byrnes’ 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) any unpaid portion of the special

 

 

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cash award, which was paid no later than the first regular Company payroll date on or after April 1, 2022; (d) each of Mr. Byrnes’ outstanding long-term cash awards will immediately vest in full and will be payable to Mr. Byrnes to the same extent that other similarly situated active executives receive payment; (e) all of the time-based restrictions on each of Mr. Byrnes’ outstanding restricted stock or restricted stock units will immediately be eliminated and will be payable or deliverable to Mr. Byrnes subject to satisfaction of any applicable performance criteria; and (f) each of Mr. Byrnes’ outstanding stock options and stock appreciation awards, if any, will immediately vest.

If Mr. Byrnes’ employment is terminated due to his death or disability prior to December 31, 2024, 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 clauses (b), (c), (e) and (f) of the preceding paragraph and each of his outstanding long-term cash awards shall immediately vest in full, whether or not subject to performance criteria, and 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 Mr. Byrnes including a noncompetition agreement that restricts Mr. Byrnes’ ability to engage in competitive activities until the first anniversary of a termination of his employment with the Company.

Jamal H. Haughton

In connection with Mr. Haughton’s appointment as Executive Vice President and General Counsel, Mr. Haughton and the Company entered into an employment agreement dated October 26, 2021, which was effective as of December 6, 2021. The employment agreement provides for an annual base salary of not less than $1,100,000. Commencing with the Company’s fiscal year starting July 1, 2021, Mr. Haughton is eligible to participate in the Company’s discretionary annual incentive program with an annual target bonus equal to not less than 100% of Mr. Haughton’s annual base salary.

In connection with the commencement of his employment with the Company, Mr. Haughton received a one-time special cash payment of $250,000, which was paid within 30 days after the effective date of the employment agreement. If Mr. Haughton’s employment with the Company terminates prior to the first anniversary of the effective date as a result of his resignation (other than for “good reason” as defined in the employment agreement) or a termination by the Company for “cause” (as defined in the employment agreement), then Mr. Haughton will be required to refund to the Company the prorated amount of the special cash award (based on the number of calendar days remaining until the first anniversary of the Effective Date, less all applicable payroll taxes).

Commencing with the Company’s fiscal year starting July 1, 2021, Mr. Haughton is eligible, subject to his continued employment by the Company, to participate in future long-term incentive programs that are made available to similarly situated executives of the Company. It is expected that Mr. Haughton will receive one or more annual long-term awards with an aggregate target value of not less than $1,300,000. Mr. Haughton 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.

 

 

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If, on or prior to December 5, 2024, Mr. Haughton’s employment with the Company is either terminated (i) by the Company other than for “cause” (as defined in the agreement), or (ii) by Mr. Haughton for “good reason” (as defined in the agreement) and so long as “cause” does not then exist, then, subject to Mr. Haughton’s execution of a separation agreement with the Company, the Company will provide him with the following benefits and rights: (a) a severance payment in an amount determined at the discretion of the Company, but in no event less than two times the sum of Mr. Haughton’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. Haughton’s outstanding long-term cash awards will immediately vest in full and will be payable to Mr. Haughton to the same extent that other similarly situated active executives receive payment; (d) all of the time-based restrictions on each of Mr. Haughton’s outstanding restricted stock or restricted stock units will immediately be eliminated and will be payable or deliverable to Mr. Haughton subject to satisfaction of any applicable performance criteria; and (e) each of Mr. Haughton’s outstanding stock options and stock appreciation awards, if any, will immediately vest.

If Mr. Haughton’s employment is terminated due to his death or disability prior to December 5, 2024, 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 clauses (b), (d) and (e) of the preceding paragraph and each of his outstanding long-term cash awards shall immediately vest in full, whether or not subject to performance criteria, and 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 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 Mr. Haughton including a non-competition agreement that restricts Mr. Haughton’s ability to engage in competitive activities until the first anniversary of a termination of his employment with the Company.

Philip G. D’Ambrosio

In connection with Mr. D’Ambrosio’s continued employment as Senior Vice President and Treasurer of the Company, Mr. D’Ambrosio and the Company entered into an employment agreement on November 17, 2021, which was effective as of January 1, 2022. The employment agreement provides for an annual base salary of not less than $680,000. Mr. D’Ambrosio is eligible to participate in the Company’s discretionary annual incentive program with an annual target bonus equal to not less than 75% of his annual base salary. Mr. D’Ambrosio is eligible, subject to his continued employment by the Company, to participate in such long-term incentive programs that are made available to similarly situated executives at the Company. It is expected that Mr. D’Ambrosio will receive one or more annual long-term awards with an aggregate target value of not less than $1,000,000. Mr. D’Ambrosio 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, prior to December 31, 2024, Mr. D’Ambrosio’s employment is terminated (i) by the Company other than for “cause” (as defined in the agreement), or (ii) by

 

 

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Mr. D’Ambrosio for “good reason” (as defined in the agreement) and so long as cause does not then exist, then, subject to Mr. D’Ambrosio’s execution of a separation agreement with the Company, the Company will provide him with the following benefits and rights: (a) a severance payment in an amount determined at the discretion of the Company, but in no event less than 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.

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.

Andrew Lustgarten

Mr. Lustgarten stepped down from his position as President of the Company, effective April 1, 2022 and on April 19, 2022, Mr. Lustgarten entered into a separation agreement with the Company consistent with the terms of his employment agreement. Mr. Lustgarten continues to serve as a director of TAO Group Holdings LLC, an indirect wholly-owned subsidiary of the Company, and continues to be employed by MSGS.

In connection with Mr. Lustgarten’s continued employment as President of the Company, Mr. Lustgarten and the Company had entered into a new employment agreement on December 16, 2021, which was effective as of January 1, 2022. The employment agreement recognized that Mr. Lustgarten was employed by MSGS during his employment with the Company. The employment agreement provided for an annual base salary of not less than $800,000 and a discretionary annual target bonus equal to not less than 200% of his annual base salary. Mr. Lustgarten was eligible, subject to his continued employment by the Company, to

participate in such long-term incentive programs that were made available to similarly situated executives of the Company. It was expected that Mr. Lustgarten would receive one or more annual long-term awards with an aggregate target value of not less than $1,600,000.

As long as Mr. Lustgarten was employed by MSGS, Mr. Lustgarten was not eligible to participate in the Company’s benefits program, except that Mr. Lustgarten continued to be eligible to participate in the Excess Savings Plan (and Mr. Lustgarten’s full Company base salary was used to determine his benefits under the Excess Savings Plan). If Mr. Lustgarten’s employment with MSGS had terminated while Mr. Lustgarten remained employed by the Company, then he would have been 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 had been terminated on or prior to December 31, 2024 (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 have provided 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 termination occurred; (c) each of Mr. Lustgarten’s outstanding long-term cash awards would have immediately vested in full and would have been payable to Mr. Lustgarten to the same extent that other similarly situated active executives received payment; (d) all of the time-based restrictions on

 

 

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each of Mr. Lustgarten’s outstanding restricted stock or restricted stock units would have immediately been eliminated and would have been 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 would have immediately vested.

If Mr. Lustgarten’s employment had been terminated due to his death or disability prior to December 31, 2024, 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 have been 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 have immediately vested in full, whether or not subject to performance criteria and would have been 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 have been 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 have been at the same time and to the same extent that other similarly situated executives received payment as determined by the Compensation Committee (subject to the satisfaction of the applicable performance criteria).

The employment agreement contained certain covenants by Mr. Lustgarten including a non-competition agreement that restricts 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, 2024; provided that the non-competition covenant would not have applied following a termination of Mr. Lustgarten’s employment either by the

Company other than for cause or by Mr. Lustgarten for good reason (if cause did not then exist) if Mr. Lustgarten had waived his entitlement to the severance benefits described above.

Mark H. FitzPatrick

Mr. FitzPatrick served as the Executive Vice President and Chief Financial Officer until January 24, 2022 and ceased to be an employee of the Company as of April 1, 2022. On December 20, 2021, Mr. FitzPatrick entered into a separation agreement with the Company consistent with the terms of his employment agreement.

In connection with Mr. FitzPatrick’s appointment as Executive Vice President and Chief Financial Officer, Mr. FitzPatrick and the Company had entered into an employment agreement dated April 17, 2020, which was effective upon the Distribution. The employment agreement provided for an annual base salary of not less than $800,000 and, commencing with the Company’s fiscal year starting July 1, 2020, a discretionary annual target bonus equal to not less than 100% of his annual base salary.

In connection with the commencement of his employment with the Company, Mr. FitzPatrick received a one-time special cash payment of $250,000, which was paid within 30 days after the effective date of the employment agreement. If Mr. FitzPatrick’s employment with the Company had been terminated prior to the first anniversary of the effective date as a result of his resignation (other than for “good reason” as defined in the employment agreement) or a termination by the Company for “cause” (as defined in the employment agreement), then Mr. FitzPatrick would have been required to refund to the Company the gross amount of the special cash award.

Commencing with the Company’s fiscal year starting July 1, 2020, Mr. FitzPatrick was also eligible, subject to his continued employment by the Company, to participate in such long-term

 

 

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incentive programs that were made available to similarly situated executives of the Company. It was expected that Mr. FitzPatrick would receive one or more annual long-term awards with an aggregate annual target value of not less than $1,200,000. Mr. FitzPatrick was 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 June 30, 2023, Mr. FitzPatrick’s employment with the Company had been terminated (i) by the Company other than for “cause” (as defined in the agreement), or (ii) by Mr. FitzPatrick for “good reason” (as defined in the agreement) and so long as “cause” did not then exist, then, subject to Mr. FitzPatrick’s execution of a separation agreement with the Company, the Company would have provided 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. FitzPatrick’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. FitzPatrick’s outstanding long-term cash awards would have immediately vested in full and would have been payable to Mr. FitzPatrick to the same extent that other similarly situated active executives receive payment; (d) all of the time-based restrictions on each of Mr. FitzPatrick’s outstanding restricted stock or restricted stock units would have immediately been eliminated and would have been payable or deliverable to Mr. FitzPatrick subject to satisfaction of any applicable performance criteria; and (e) each of Mr. FitzPatrick’s outstanding stock options and stock appreciation awards, if any, would have immediately vested.

If Mr. FitzPatrick’s employment had been terminated due to his death or disability prior to June 30, 2023, 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 have been 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 have immediately vested in full, whether or not subject to performance criteria, and would have been 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 had not yet been fully completed, then the payment amount would have been 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 have been 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 contained certain covenants by Mr. FitzPatrick including a noncompetition agreement that restricts Mr. FitzPatrick’s ability to engage in competitive activities until the first anniversary of a termination of his employment with the Company.

Scott S. Packman

Mr. Packman served as the Executive Vice President and General Counsel of the Company until November 1, 2021. On October 20, 2021, Mr. Packman entered into a separation agreement with the Company consistent with the terms of his employment agreement, with the exception that $580,000 of his Severance Amount (as defined under the agreement) was paid by the Company prior to December 31, 2021.

In connection with Mr. Packman’s appointment as Executive Vice President and General Counsel, Mr. Packman and the Company entered into an employment agreement dated June 26, 2020,

 

 

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which became effective July 1, 2020. The employment agreement provided for an annual base salary of not less than $800,000 and, commencing with the Company’s fiscal year starting July 1, 2020, a discretionary annual target bonus equal to not less than 100% of Mr. Packman’s annual base salary. In connection with his relocation from Los Angeles to New York City, Mr. Packman received a one-time special cash payment of $250,000, which was paid within 30 days after the effective date of the employment agreement. If Mr. Packman’s employment with the Company had terminated prior to the first anniversary of the effective date as a result of his resignation (other than for “good reason” as defined in the employment agreement) or a termination by the Company for “cause” (as defined in the employment agreement), then Mr. Packman would have been required to refund to the Company the gross amount of the special cash award.

Commencing with the Company’s fiscal year starting July 1, 2020, Mr. Packman was also eligible, subject to his continued employment by the Company, to participate in future long-term incentive programs that are made available to similarly situated executives of the Company. It was expected that Mr. Packman would receive one or more annual long-term awards with an aggregate target value of not less than $1,200,000. Under the employment agreement, Mr. Packman was 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 June 30, 2023, Mr. Packman’s employment with the Company had been either terminated (i) by the Company other than for cause, or (ii) by Mr. Packman for good reason and cause did not then exist, then, subject to Mr. Packman’s execution of a separation agreement with the Company, the Company would have provided him with the following benefits and rights: (a) severance in an amount determined at the discretion of the Company, but in no event less than two times the sum of

Mr. Packman’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. Packman’s outstanding long-term cash awards would have immediately vested in full and would have been payable to Mr. Packman to the same extent that other similarly situated active executives receive payment; (d) all of the time-based restrictions on each of Mr. Packman’s outstanding restricted stock or restricted stock units would have immediately been eliminated and would have been payable or deliverable to Mr. Packman subject to satisfaction of any applicable performance criteria; and (e) each of Mr. Packman’s outstanding stock options and stock appreciation awards would have immediately vested.

If Mr. Packman’s employment had been terminated due to his death or disability before June 30, 2023, 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 have been 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 have immediately vested in full, whether or not subject to performance criteria and would have been payable on the 90th day after the termination of his employment; provided, that if any such long-term cash award had been 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 have been 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 have been at the same time and to the extent that other similarly situated executives receive payment as determined by the Compensation Committee of the Board of the Company (subject to the satisfaction of the applicable performance criteria).

 

 

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The employment agreement contained certain covenants by Mr. Packman including a non-competition covenant that restricts Mr. Packman’s ability to engage in competitive

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

 

 

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, 2022 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, 2022. This information is presented to illustrate the payments such NEOs would have received from the Company under the various termination scenarios.

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.

Award Agreement Terms in the Event of a Change in Control or Going Private Transaction

The award agreements governing the restricted stock units of the Company provide that 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 restricted stock 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 restricted stock unit award from the successor entity with the same terms. Any such cash award as provided in clause (a) above would be payable, and any replacement restricted stock unit award as provided in clause (b) above would vest, upon the earliest of (x) the date the restricted stock 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” (as each term is defined in the applicable award agreement), 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.

The award agreements governing the performance restricted stock units of the Company provide that upon a change in control or going private transaction, the unvested performance stock units will vest at the target level and be 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, 2022 (in the case of MSGE awards granted in respect of MSGS 2020 fiscal year awards), July 1, 2023 (in the case of fiscal year 2021 awards) or July 1, 2024 (in the case of 2022 fiscal year awards), or is terminated without “cause” or resigns for “good reason” (as each term is defined in the applicable award agreement) prior to such applicable date.

 

 

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The award agreements governing the stock options of the Company provide that upon a change in control or going private transaction, the applicable NEO 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 the NEO 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 stock 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.

For purposes of the “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” below, we have assumed that the applicable NEO has either been terminated without “cause” or resigned for “good reason” after the close of business on June 30, 2022.

Quantification of Termination and Severance

The following tables set forth a quantification of estimated severance and other benefits payable to the NEOs who were NEOs of the Company as of June 30, 2022 under various circumstances regarding the termination of their employment. 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, 2022.

 

We have valued equity awards (other than stock options) using the closing market price of our Class A Common Stock of $52.62 and MSGS Class A common stock of $151.00 on the NYSE on June 30, 2022.

 

 

We have valued stock options at their intrinsic value equal to the closing market price of our Class A Common Stock of $52.62 and MSGS Class A common stock of $151.00 on the NYSE on June 30, 2022, less the per share exercise price, multiplied by the number of shares underlying the stock options.

 

 

We have assumed that the per share price paid in a change in control or going private transaction is equal to the closing market price of our Class A Common Stock of $52.62 and MSGS Class A common stock of $151.00 on the NYSE on June 30, 2022.

 

 

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).

 

 

We have assumed that on June 30, 2022, each NEO is either simultaneously terminated from the Company and MSGS, as applicable, or has no continued employment relationship with MSGS.

 

 

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

 

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

entitled to any payments at June 30, 2022, excluding any pension or other vested retirement benefits.

 

 

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

 

Elements

  James L.
Dolan
  Andrea
Greenberg
  David F.
Byrnes
  Jamal H.
Haughton
  Philip G.
D’Ambrosio

Severance

  $12,000,000(1)   $3,375,000(2)   $3,200,000(1)   $4,400,000(1)   $1,190,000(2)

Pro rata bonus

  $5,566,000(3)   $2,579,850(3)   $1,113,200(3)   $1,530,650(3)   $809,665(3)

Unvested restricted stock

  $9,091,421(4)   $4,455,230(4)   $390,177(4)   $422,696(4)  

Unvested performance stock

  $7,368,063(5)   $969,839(5)   $390,177(5)   $422,696(5)  

Unvested time-based stock options

  (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 annual base salary and annual target bonus.

 

(2)

Represents severance equal to the sum of his or her 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 under the Company’s program without regard to personal performance objectives.

 

(4)

Represents the full vesting of the restricted stock units issued in April 2020 in respect of outstanding MSGS restricted stock unit awards granted by The Madison Square Garden Company prior to the Distribution, the 2021 fiscal year grants of restricted stock units, the restricted stock units issued in July 2021 in respect of outstanding MSG Networks restricted stock unit and performance stock unit awards held at the time of the Merger, and the 2022 fiscal year grants of restricted stock units, as applicable, which are: Mr. Dolan, 5,399 units ($284,095), 26,061 units ($1,371,330), 56,579 units ($2,977,187) and 84,736 units ($4,458,808), respectively; Ms. Greenberg, 67,161 units ($3,534,012) and 17,507 units ($921,218) (Merger and 2022 fiscal year only); Mr. Byrnes, 7,415 units ($390,177) (2022 fiscal year only); and Mr. Haughton, 8,033 units ($422,696) (2022 fiscal year only). In addition to the amounts included in the table above, Mr. Dolan would also fully vest in his outstanding MSGS restricted stock units, which are: 5,399 MSGS units ($815,249).

 

(5)

Represents the full vesting at target of the performance stock units issued in April 2020 in respect of outstanding MSGS performance stock unit awards granted by The Madison Square Garden Company prior to the Distribution, and the 2021 and 2022 fiscal year grants of performance stock units, as applicable, which are: Mr. Dolan, 16,197 units ($852,286), 39,091 units ($2,056,968), and 84,736 units ($4,458,808), respectively; Ms. Greenberg, 18,431 units ($969,839) (2022 fiscal year only); Mr. Byrnes 7,415 units ($390,177) (2022 fiscal year only); and Mr. Haughton 8,033 units ($422,696) (2022 fiscal year only). In addition to the amounts included in the table above, Mr. Dolan would also fully vest in his outstanding MSGS performance stock units, which are (at target): 16,197 MSGS units ($2,445,747).

 

(6)

Represents the full vesting of the stock options issued in July 2021 in respect of outstanding MSG Networks time-based and performance-based options granted to Mr. Dolan by MSG Networks as long-term incentive awards in August 2019, but such options have no value because each award had an exercise price greater than the closing market price of a share of Class A Common Stock on June 30, 2022.

 

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Benefits Payable to Messrs. Lustgarten, FitzPatrick and Packman as a Result of Separation

 

Mr. Lustgarten received the following separation benefits in accordance with his employment agreement: (i) a payment of $4,800,000 (equal to two times the sum of Mr. Lustgarten’s annual base salary and annual target bonus); (ii) a prorated annual bonus for the period from July 1, 2021 through April 1, 2022 of $1,669,800; (iii) 21,420 restricted stock units vested on April 1, 2022, which had an aggregate value as of that date of $1,751,299 (representing the value of the restricted stock units issued in April 2020 in respect of outstanding MSGS restricted stock unit awards granted by The Madison Square Garden Company prior to the Distribution, a grant made to Mr. Lustgarten in May 2020 in connection with his entry into a new employment agreement that was effective and contingent upon the Distribution, and the 2021 and 2022 fiscal year grants, of 1,800 units ($147,168), 219 units ($17,905), 7,722 units ($631,351) and 11,679 units ($954,875), respectively); and (iv) the time-based restrictions on 29,318 performance stock units were eliminated on April 1, 2022, which had an aggregate value as of that date of $2,397,040 (representing the value of the performance stock units issued in April 2020 in respect of outstanding MSGS performance stock unit awards granted by The Madison Square Garden Company prior to the Distribution, a grant made to Mr. Lustgarten in May 2020 in connection with his entry into a new employment agreement that was effective and contingent upon the Distribution and the 2021 and 2022 fiscal year grants, of 5,399 units ($441,422), 657 units ($53,716), 11,583 units ($947,026) and 11,679 units ($954,875), respectively), which performance stock units remained subject to the applicable performance criteria.

Mr. FitzPatrick received the following separation benefits in accordance with his employment

agreement: (i) a payment of $3,200,000 (equal to two times the sum of Mr. FitzPatrick’s annual base salary and annual target bonus); (ii) a prorated annual bonus for the period from July 1, 2021 through April 1, 2022 of $856,308; (iii) 14,552 restricted stock units vested on April 1, 2022, which had an aggregate value as of that date of $1,189,772 (representing the value of the 2021 and 2022 fiscal year grants of 5,792 units ($473,554) and 8,760 units ($716,218), respectively); and (iv) the time-based restrictions on 17,447 performance stock units were eliminated on April 1, 2022, which had an aggregate value as of that date of $1,426,467 (representing the value of the 2021 and 2022 fiscal year grants of 8,687 units ($710,249) and 8,760 units ($716,218), respectively), which performance stock units remained subject to the applicable performance criteria.

Mr. Packman received the following separation benefits in accordance with his employment agreement: (i) a payment of $3,200,000 (equal to two times the sum of Mr. Packman’s annual base salary and annual target bonus); (ii) a prorated annual bonus for the period from July 1, 2021 through November 1, 2021 of $389,620; (iii) 14,552 restricted stock units vested on November 1, 2021, which had an aggregate value as of that date of $1,075,975 (representing the value of the 2021 and 2022 fiscal year grants of 5,792 units ($428,261) and 8,760 units ($647,714), respectively); and (iv) the time-based restrictions on 17,447 performance stock units were eliminated on November 1, 2021, which had an aggregate value as of that date of $1,290,031 (representing the value of the 2021 and 2022 fiscal year grants of 8,687 units ($642,317) and 8,760 units ($647,714), respectively), which performance stock units remained subject to the applicable performance criteria.

 

 

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

 

Elements

  James L.
Dolan
  Andrea
Greenberg
  David F.
Byrnes
  Jamal H.
Haughton
  Philip G.
D’Ambrosio(5)

Severance

         

Pro rata bonus

  $5,566,000(1)   $2,579,850(1)   $1,113,200(1)   $1,530,650(1)  

Unvested restricted stock

  $9,091,420(2)   $4,445,230(2)   $390,177(2)   $422,696(2)   $652,698(2)

Unvested performance stock

  $7,368,063(3)   $969,839(3)   $390,177(3)   $422,696(3)   $824,819(3)

Unvested time-based stock options

  (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 under the Company’s program but without regard to personal performance objectives.

 

(2)

Represents the full vesting of the restricted stock units issued in April 2020 in respect of outstanding MSGS restricted stock unit awards granted by The Madison Square Garden Company prior to the Distribution, the 2021 fiscal year grants of restricted stock units, the restricted stock units issued in July 2021 in respect of outstanding MSG Networks restricted stock unit and performance stock unit awards held at the time of the Merger, and the 2022 fiscal year grants of restricted stock units, as applicable, which are: Mr. Dolan, 5,399 units ($284,095), 26,061 units ($1,371,330), 56,579 units ($2,977,187) and 84,736 units ($4,458,808), respectively; Ms. Greenberg, 67,161 units ($3,534,012) and 17,507 units ($921,218) (Merger and 2022 fiscal year only); Mr. Byrnes, 7,415 units ($390,177) (2022 fiscal year only); Mr. Haughton, 8,033 units ($422,696) (2022 fiscal year only); and Mr. D’Ambrosio, 480 units ($25,258), 4,624 units ($243,315), and 7,300 units ($384,126), respectively (no Merger units) . In addition to the amounts included in the table above, Messrs. Dolan and D’Ambrosio would also fully vest in their outstanding MSGS restricted stock units, which are: Mr. Dolan, 5,399 MSGS units ($815,249); and Mr. D’Ambrosio, 480 MSGS units ($72,480).

 

(3)

Represents the full vesting at target of the performance stock units issued in April 2020 in respect of outstanding MSGS performance stock unit awards granted by The Madison Square Garden Company prior to the Distribution, and the 2021 and 2022 fiscal year grants of performance stock units, as applicable, which are: Mr. Dolan, 16,197 units ($852,286), 39,091 units ($2,056,968) and 84,736 units ($4,458,808), respectively; Ms. Greenberg, 18,431 units ($969,839) (2022 fiscal year only); Mr. Byrnes, 7,415 units ($390,177) (2022 fiscal year only); Mr. Haughton, 8,033 units ($422,696) (2022 fiscal year only); and Mr. D’Ambrosio, 1,440 units ($75,773), 6,935 units ($364,920) and 7,300 units ($384,126). In addition to the amounts included in the table above, Messrs. Dolan and D’Ambrosio would also fully vest in their outstanding MSGS performance stock units, which are (at target): Mr. Dolan, 16,197 MSGS units ($2,445,747); and Mr. D’Ambrosio, 1,440 MSGS units ($217,440).

 

(4)

Represents the full vesting of the stock options issued in July 2021 in respect of outstanding MSG Networks time-based and performance-based options granted to Mr. Dolan by MSG Networks as long-term incentive awards in August 2019, but such options have no value because each award had an exercise price greater than the closing market price of a share of Class A Common Stock on June 30, 2022.

 

(5)

With respect to Mr. D’Ambrosio, a termination by the Company due to disability would be treated under his employment agreement as a termination by the Company without cause and, therefore, Mr. D’Ambrosio would be entitled to the amounts reflected in the table above, as well as those reflected in the “Benefits Payable as a Result of Termination of Employment by the Company Without Cause or Termination of Employment 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)(2)*

 

Elements

  James L.
Dolan
  Andrea
Greenberg
  David F.
Byrnes
  Jamal H.
Haughton
  Philip G.
D’Ambrosio

Severance

  $12,000,000(3)   $3,375,000(4)   $3,200,000(3)   $4,400,000(3)   $1,190,000(4)

Pro rata bonus

  $5,566,000(5)   $2,579,850(5)   $1,113,200(5)   $1,530,650(5)   $809,665(5)

Unvested restricted stock

  $9,091,421(6)   $4,455,230(6)   $390,177(6)   $422,696(6)   $652,698(6)

Unvested performance stock

  $7,368,063(7)   $969,839(7)   $390,177(7)   $422,696(7)   $824,819(7)

Unvested time-based stock options

  (8)        

 

*

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)

As noted in “— Award Agreement Terms in the Event of a Change in Control or Going Private Transaction” above, the amounts in this table assume that the applicable NEO has either been terminated without “cause” or resigned for “good reason” following such a change in control or going private transaction. The award agreements applicable to stock awards held by the NEOs dictate the terms of the vesting of those awards and any severance or bonus reflected in this table is provided as a result of the terms of the applicable NEO’s employment agreement and its terms related to termination without “cause” or resigned for “good reason,” and such severance is not enhanced by the change of control or going private transaction. For additional information, see “—Award Agreement Terms in the Event of a Change in Control or Going Private Transaction” above.

 

(3)

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

 

(4)

Represents severance equal to his or her annual base salary and annual target bonus.

 

(5)

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 under the Company’s program without regard to personal performance objectives.

 

(6)

Represents the full vesting of the restricted stock units issued in April 2020 in respect of outstanding MSGS restricted stock unit awards granted by The Madison Square Garden Company prior to the Distribution, the 2021 fiscal year grants of restricted stock units, the restricted stock units issued in July 2021 in respect of outstanding MSG Networks restricted stock unit and performance stock unit awards held at the time of the Merger, and the 2022 fiscal year grants of restricted stock units, as applicable, which are: Mr. Dolan, 5,399 units ($284,095), 26,061 units ($1,371,330), 56,579 units ($2,977,187) and 84,736 units ($4,458,808), respectively; Ms. Greenberg, 67,161 units ($3,534,012) and 17,507 units ($921,218) (Merger and 2022 fiscal year units only); Mr. Byrnes, 7,415 units ($390,177) (2022 fiscal year only); Mr. Haughton, 8,033 units ($422,696) (2022 fiscal year only); and Mr. D’Ambrosio, 480 units ($25,258), 4,624 units ($243,315), and 7,300 units ($384,126), respectively (no Merger units). In addition to the amounts included in the table above, Messrs. Dolan and D’Ambrosio would also fully vest in their outstanding MSGS restricted stock units, which are: Mr. Dolan, 5,399 MSGS units ($815,249); and Mr. D’Ambrosio, 480 MSGS units ($72,480).

 

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(7)

Represents the full vesting at target of the performance stock units issued in April 2020 in respect of outstanding MSGS performance stock unit awards granted by The Madison Square Garden Company prior to the Distribution, and the 2021 and 2022 fiscal year grants of performance stock units, as applicable, which are: Mr. Dolan, 16,197 units ($852,286), 39,091 units ($2,056,968) and 84,736 units ($4,458,808), respectively; Ms. Greenberg, 18,431 units ($969,839) (2022 fiscal year only); Mr. Byrnes, 7,415 units ($390,177) (2022 fiscal year only); Mr. Haughton, 8,033 units ($422,696) (2022 fiscal year only); and Mr. D’Ambrosio, 1,440 units ($75,773), 6,935 units ($364,920) and 7,300 units ($384,126). In addition to the amounts included in the table above, Messrs. Dolan and D’Ambrosio, would also fully vest in their outstanding MSGS performance stock units, which are (at target): Mr. Dolan, 16,197 MSGS units ($2,445,747); and Mr. D’Ambrosio, 1,440 MSGS units ($217,440).

 

(8)

Represents the full vesting of the stock options issued in July 2021 in respect of outstanding MSG Networks time-based and performance-based options granted to Mr. Dolan by MSG Networks as long-term incentive awards in August 2019, but such options have no value because each award had an exercise price greater than the closing market price of a share of Class A Common Stock on June 30, 2022.

 

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EQUITY COMPENSATION PLAN INFORMATION

 

 

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

June 30, 2022 under which equity securities of the Company are authorized for issuance.