Aidan Dolan
AMC NetworksAbout Aidan J. Dolan
Aidan J. Dolan, age 33, has served on AMC Networks’ Board since June 2021. He is a graduate of New York University with a certification in entrepreneurship from the Wharton School of Business; prior experience includes managing and performing in the New York-based band Upright Man since 2015 and launching an apparel line in May 2019. He previously served as a director of MSG Networks from June 2020 until its merger in July 2021; he is the son of James L. Dolan and step‑son of Kristin Dolan, and is not listed among directors the Board deems “independent” under NASDAQ standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MSG Networks, Inc. | Director | Jun 2020 – Jul 2021 | Served until merger with Madison Square Garden Entertainment Corp. |
| Upright Man (band) | Manager and Performer | 2015 – present | Entrepreneurial/creative leadership |
| Apparel venture | Founder | May 2019 – present | Consumer brand launch |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| MSG Networks, Inc. | Director | Past | See Past Roles above |
| Public company boards | — | None disclosed | No current public directorships disclosed for Aidan |
Board Governance
- Class B director nominee; no standing committee assignments disclosed for Aidan. Audit Committee members: Vogel (Chair), Tow, Perelman; Compensation Committee members: Tow (Chair), Tese .
- Independence: Not listed among directors the Board determined “independent” under NASDAQ and SEC rules (independent directors: Blank, Cohen, Mills, Tese, Vogel, Tow, Perelman; Board 54% independent) .
- Attendance: The Board met 6 times in 2024; each director attended at least 75% of Board and applicable committee meetings; all director nominees attended the 2024 annual meeting .
- Controlled company: Holders of Class B elect up to 75% of the Board; AMC Networks complies with NASDAQ requirement for an independent Compensation Committee but not for majority independent Board given voting structure .
- Independent executive sessions held at least twice annually, facilitated by independent Class A committee chairs .
- Related‑party and intercompany oversight: Transactions requiring disclosure under Item 404 are reviewed by an Independent Committee; special approval policy requires Independent Committee oversight for any arrangements >$1 million with MSG Sports, Sphere Entertainment, or MSG Entertainment; quarterly updates to the Audit Committee .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 82,000 | Director cash fees (base, meeting, committee as applicable) |
| Stock Awards (RSUs) – Grant Date Fair Value | 127,868 | 8,042 RSUs granted on Jun 12, 2024 at $15.90 closing price |
| Total | 209,868 | Sum of cash and stock awards |
Director Compensation Program (structure applicable to non‑employee directors):
| Element | Amount/Terms | Notes |
|---|---|---|
| Annual Retainer (cash) | $70,000 | Base cash retainer |
| Annual Equity Retainer | $135,000 in RSUs | RSUs vest on grant date and settle 90 days after service ends |
| Committee Membership Fee | $25,000 | Per committee (including non‑standing committees) |
| Committee Chair Fee | $35,000 | Audit Chair $35k; Compensation Chair $35k |
| Meeting Fees | $2,000 per meeting | Board/committee meeting fee |
| Non‑Executive Chairman Fee | $200,000 | Effective Oct 1, 2024 (role‑specific; not applicable to Aidan) |
Performance Compensation
| Component | Performance Metric(s) | Vesting/Measurement | 2024 Status |
|---|---|---|---|
| Director Equity (RSUs) | None (time‑based; vests on grant) | Vests on grant; settles after service ends | No performance criteria for director RSUs |
The Company’s performance‑conditioned incentives (AOI, free cash flow, viewership/distribution) apply to NEO cash performance awards, not to director compensation .
Other Directorships & Interlocks
| Company | Role | Timeframe | Interlock/Context |
|---|---|---|---|
| MSG Networks, Inc. | Director | Jun 2020 – Jul 2021 | Prior Dolan family affiliates; Board includes multiple members with MSG/Sphere roles |
- Dolan Family Group beneficially owns 100% of Class B and 78.02% combined voting power, reinforcing controlled status and potential interlocks across Dolan‑affiliated entities .
Expertise & Qualifications
- Entrepreneurial and creative background (music/media, apparel), NYU degree; Wharton entrepreneurship certification .
- Familiarity with Company’s business and Dolan family legacy; prior board experience at MSG Networks .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Direct Class A shares | 1,150 | Sole voting/dispositive power over 1,150 shares |
| Vested RSUs (Class A underlying) | 25,151 | Vested under non‑employee director plans; settle after service ends |
| Total Beneficial Ownership (Class A) | 26,301 | Includes vested RSUs; Percent of Class indicated as “*” (<1%) |
| Combined Voting Power | * | “*” indicates less than 1% combined voting power |
| Pledged/Hedged | Prohibited | Company prohibits pledging and hedging; no pledges disclosed for Aidan |
Insider Trades and Compliance
| Item | 2024 Status | Notes |
|---|---|---|
| Section 16(a) compliance | No failures/late reports | Based on Company review of filed reports in 2024 |
Governance Assessment
- Independence and committee influence: Aidan is not classified as independent and holds no committee roles, limiting formal oversight influence; in a controlled company with Class B electing up to 75% of the Board, this amplifies concerns about board independence for minority stockholders .
- Attendance and engagement: Met at least the 75% attendance threshold in 2024 and attended the annual meeting; meets baseline engagement expectations .
- Ownership alignment: Beneficial ownership largely via vested RSUs (25,151) with minimal direct holdings (1,150), resulting in <1% of Class A; while RSUs settle post‑service, low direct ownership may be viewed as limited “skin‑in‑the‑game” relative to family group control .
- Related‑party risks: Extensive Dolan Family Group control (100% Class B; 78.02% combined voting power) and multiple interlocks with MSG Sports/Sphere increase potential conflict exposure; mitigated by an Independent Committee approval framework (including enhanced scrutiny for >$1 million arrangements with Dolan‑affiliated companies) and quarterly Audit Committee updates .
- Policy safeguards: Prohibitions on hedging/pledging, pre‑trade approvals for directors, and a clawback policy; Compensation Committee independently composed under NASDAQ, though the Board is not majority independent due to controlled status .
- Structural change: Proposal to redomesticate to Nevada emphasizes a statutory business judgment rule and litigation predictability; while potentially reducing opportunistic litigation costs, investors may view this as weakening certain shareholder protections versus Delaware, a governance consideration for minority holders .
RED FLAGS
- Non‑independent status with strong familial ties; no committee assignments .
- Controlled company dual‑class board structure; Dolan Family Group’s concentrated voting power .
- Network of intercompany relationships with Dolan‑affiliated entities necessitating ongoing independent oversight .
- Redomestication to Nevada potentially perceived as reducing stockholder rights and oversight rigor versus Delaware .