Carl Vogel
AMC NetworksAbout Carl E. Vogel
Carl E. Vogel (age 67) has served on the AMC Networks (AMCX) Board since June 2013. He is a private investor, a certified public accountant by background, and an industry advisor focused on media and communications for KKR & Co Inc. He brings deep operating and finance experience from senior roles at DISH Network/EchoStar and Charter Communications, and currently serves as Audit Committee Chair at AMCX and is designated an “audit committee financial expert.” He is Board-designated as independent despite an outside directorship at Sphere Entertainment.
Past Roles
| Organization | Role | Tenure (if disclosed) | Committees/Impact |
|---|---|---|---|
| DISH Network Corporation (formerly EchoStar Communications) | Former President and Vice Chairman; former Senior Advisor | — | Senior operating leadership in U.S. satellite TV |
| EchoStar Corp. | Former Vice Chairman and Senior Advisor | — | Technology/set-top leadership experience |
| Charter Communications | Former President, CEO and Director | — | Turnaround and cable operations leadership |
| Liberty Media-affiliated companies | Executive officer in various capacities | — | Strategic/media investment experience |
| Mill Point Capital | Executive Partner | — | Private equity operating expertise |
| Full Circle Fiber Partners, LLC | Executive Chairman | — | Fiber/engineering platform leadership |
| Bulldog Capital, Inc. | President and sole stockholder | — | Private investment management |
| Private Investor; KKR & Co Inc. | Industry Advisor (media/communications) | Current | Strategic advisory |
External Roles
| Organization | Role | Committees | Status |
|---|---|---|---|
| Sphere Entertainment Co. | Director | Audit Committee; Compensation Committee | Current |
| Sirius XM Holdings Inc. | Director | — | Within last five years |
| Universal Electronics, Inc. | Director | — | Within last five years |
| Ascent Media Corporation, Inc. | Director | — | Within last five years |
| DISH Network Corporation | Director | — | Within last five years |
| Shaw Communications, Inc. | Director | — | Within last five years |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Vogel is independent; his Sphere Entertainment directorship was deemed not material to independence. |
| Board/Committee Meetings | Board met 6 times in 2024; each director attended at least 75% of Board/committee meetings on which they served. |
| Committee Assignments | Audit Committee (Chair). |
| Audit Committee Activity | Audit Committee met 4 times in 2024. |
| Financial Expertise | AMCX Board designated Vogel an “audit committee financial expert.” |
| Executive Sessions | Independent directors meet in executive sessions at least twice a year, facilitated by independent Class A director committee chairs. |
| Independence Mix | Board is 54% independent; Audit and Compensation committees are 100% independent. |
Fixed Compensation
| Component | AMCX 2024 Director Program | Carl E. Vogel – 2024 |
|---|---|---|
| Annual Retainer (cash) | $70,000 | Included in “Fees Earned” |
| Committee Membership Fee | $25,000 (per committee) | Included in “Fees Earned” |
| Committee Chair Fee | $35,000 for Audit Committee Chair | Included in “Fees Earned” |
| Meeting Fees | $2,000 per meeting | Included in “Fees Earned” |
| Non-Exec Chair Fee | $200,000 (role-specific, not applicable to Vogel) | — |
| Fees Earned or Paid in Cash (total) | — | $150,000 |
Performance Compensation
| Component | Structure | 2024 Amount/Grant Detail |
|---|---|---|
| Annual Equity Retainer | $135,000 in RSUs; vest on grant; settle 90 days after service on Board ceases | Granted 8,042 RSUs on June 12, 2024 at $15.90 = $127,868 (grant-date fair value) |
| Options/PSUs/Performance metrics | Directors receive RSUs; no options or performance metrics for directors disclosed | N/A |
Other Directorships & Interlocks
| Company | Overlap/Interlock Risk | Mitigants |
|---|---|---|
| Sphere Entertainment (SPHR) | Vogel serves as director; AMCX has multiple overlapping directors/officers across Sphere/MSG entities, creating potential conflicts in opportunities and intercompany dealings. | AMCX uses independent committees to review/approve related-party and cross-company transactions; special approval policy for Sphere/MSG transactions >$1m; Audit Committee receives quarterly updates. |
Expertise & Qualifications
- CPA with extensive media and communications operating leadership (DISH/EchoStar, Charter) and investment/PE experience; designated AMCX audit committee financial expert.
- Experience on multiple public company boards, including current audit and compensation committee roles at Sphere Entertainment.
Equity Ownership
| Metric | Amount |
|---|---|
| Total Beneficial Ownership – Class A | 43,980 shares (includes shares underlying vested RSUs for directors) |
| Percent of Class | “*” (less than 1%) |
| Form/Breakdown | Vested RSUs under AMCX Non-Employee Director Plan: 43,980 units (settle 90 days post-service) |
| Pledging/Hedging | Company prohibits pledging and hedging by directors; trading by directors requires pre-approval. |
Insider Trades and Section 16
| Item | Status |
|---|---|
| Section 16(a) Compliance | Company reported no known failures or late filings for 2024 among directors, executive officers, or >10% holders. |
Governance Assessment
- Strengths: Independent Audit Chair with CPA background and “audit committee financial expert” designation enhances financial oversight.
- Strengths: Strong related-party controls – independent committee approval for Item 404 transactions and special policy/oversight for Sphere/MSG intercompany deals; quarterly Audit Committee updates.
- Strengths: Prohibitions on hedging/pledging and pre-clearance of director trades; independent director executive sessions.
- Risks/Red Flags: Controlled company status and extensive Dolan-family interlocks across AMCX, Sphere Entertainment, MSG Entertainment, and MSG Sports can create persistent conflicts and corporate opportunity concerns (formal overlap/renunciation policy codified).
- Consideration: Proposed redomestication to Nevada strengthens director/officer liability protections and business judgment presumption, potentially viewed as shareholder-unfriendly by some investors in controlled structures.
Overall: Vogel’s independence, audit leadership, and financial expertise are positives for board effectiveness at AMCX. However, investors should weigh persistent related-party dynamics and the controlled-company framework—mitigated but not eliminated by AMCX’s independent committee policies—when assessing governance risk.