Joseph Cohen
AMC NetworksAbout Joseph M. Cohen
Independent Class A director since June 2022 (age 78). Principal occupation: Chairman and Chief Executive Officer, West Ridge Associates, a sports and media consulting firm. The Board determined Cohen is independent under NASDAQ and SEC rules despite his outside directorship at MSG Sports and prior service at MSG Networks .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| West Ridge Associates | Chairman & CEO | 2013–present | Sports/media consulting (clients include Platinum Equities, Cleveland Guardians, Arizona Diamondbacks, The Switch) |
| The Switch | President of Sports (employee) | 2013–2018 | Broadcast transmission operations |
| The Switch | Independent consultant | May 2020–present | Advisory for transmission services |
| Hughes Television Network (predecessor to The Switch) | CEO & Principal Owner | 1985–1989 | Built national sports transmission capacity |
| HTN Communications, LLC | CEO & Principal Owner | 2003–2013 | Sports broadcast distribution |
| Madison Square Garden/MSG Media | President, MSG Networks; EVP, MSG Media & Development | 1977–1985; 1995–2002 | Served on NBA and NHL TV committees; media rights leadership |
| Los Angeles Kings (NHL) | Chairman | 1993–1995 | Member, NHL Board of Governors |
| Spectacor West / Spectacor Films | President (Spectacor West); CEO (Spectacor Films) | 1991–1993 | Board of Allied Communications, Inc. (film distribution) |
| USA Network | Co-founder and Director | 1977–1981 | Cable network formation |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| MSG Sports | Director | Current | Dolan-controlled company interlock |
| Seregh | Advisory Board Member | 2024 | Real estate platform around sports/entertainment venues |
| Brand Velocity Group Sports | Chairman | Apr 2022 | Private equity in sports |
| Joe Torre’s Safe At Home Foundation | Director | Current | Non-profit governance |
| Maccabi World Union | Director | Current | Non-profit governance |
| March of Dimes | Director Emeritus | Current | Non-profit (emeritus) |
| California Institute of the Arts | Trustee Emeritus | Current | Academic (emeritus) |
Board Governance
- Committees: None listed for Cohen in 2025 director slate (Audit chaired by Carl Vogel; Compensation chaired by Leonard Tow; Audit members Tow, Vogel, Perelman; Compensation members Tow, Tese) .
- Independence: Board determined Cohen is independent under NASDAQ and SEC rules; considered his MSG Sports outside directorship and prior MSG Networks role and found relationships not material .
- Attendance: The Board met six times in 2024; each director attended at least 75% of Board and applicable committee meetings; all thirteen directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session at least twice per year, facilitated by independent Class A committee chairs .
- Controlled company: AMC Networks is a controlled company; Board is 54% independent; Audit and Compensation Committees are 100% independent .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $70,000 | Standard non-employee director retainer |
| Meeting fees | $2,000 per meeting | Paid per meeting attended |
| Committee membership fee | $25,000 | If applicable; Cohen had no committee assignment in 2024 |
| Committee chair fee | $35,000 (Audit/Comp) | Not applicable to Cohen |
| Annual equity retainer (RSUs) | $135,000 | RSUs vest on grant date; settlement 90 days after service ceases; 2024 grant valued using 20-day average price methodology |
| 2024 total fees (cash) | $80,000 | Cohen’s fees earned or paid in cash |
| 2024 stock awards (fair value) | $127,868 | 8,042 RSUs granted on June 12, 2024 at $15.90 close price |
| 2024 total compensation | $207,868 | Sum of cash and stock award values |
Performance Compensation
| Element | Performance Metric(s) | Structure |
|---|---|---|
| Director RSUs | None disclosed for directors | Annual RSUs vest on grant; settle after service ends; no performance-based conditions for director equity |
Other Directorships & Interlocks
| Company | Relationship to AMCX | Potential Conflict Consideration | Mitigation/Policy |
|---|---|---|---|
| MSG Sports | Cohen is a director | Dolan-controlled entity; possible related-party exposure due to overlapping boards | Independent Committee review/approval for related-party transactions; special approval policy for transactions with MSG Sports/Sphere/MSG Entertainment above $1 million; quarterly Audit Committee updates |
Expertise & Qualifications
- Decades of senior leadership in sports, entertainment and media; roles across MSG Networks, USA Network, NHL/NBA media committees .
- Industry recognition: Cable Hall of Fame, Sports Broadcasting Hall of Fame, WWE Hall of Fame; Sports Business Journal Champions Class of 2016; Ellis Island Medal of Honor; Billboard Facilities Manager of the Year (1974, 1976) .
- Brings strategic relationships and operational experience in content distribution and sports rights to AMCX .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Joseph M. Cohen | 22,658 | <1% | Includes vested RSUs held under director plan that settle after service ends |
| RSUs held (aggregate, as of 12/31/2024) | 22,658 units | — | Director RSU holdings as disclosed |
- Trading controls: Company prohibits hedging and short sales; prohibits pledging of Company stock and requires pre-approval of trading by directors and executive officers .
Governance Assessment
-
Strengths
- Independent status affirmed despite external roles; Board explicitly reviewed and deemed relationships non-material .
- Solid meeting attendance and annual meeting participation signal engagement .
- Compensation structure is modest and standard (cash retainer + RSU grant), with equity settling post-service to encourage alignment; no performance loopholes for director awards .
- Robust related-party transaction oversight via Independent Committee and specific policy for Dolan-affiliated companies (MSG Sports/Sphere/MSG Entertainment), reducing conflict risk .
-
Watchpoints / RED FLAGS
- Interlock with MSG Sports, a Dolan-controlled entity, in a controlled company context increases perceived conflict risk; ongoing vigilance needed even with independence determination .
- No committee assignment for Cohen limits direct influence on Audit/Comp oversight; depending on board needs, consider future committee rotation to leverage his media distribution expertise .
-
Broader signals
- Board majority independence (54%) and fully independent Audit/Comp Committees, plus independent executive sessions, support investor confidence in oversight despite controlled status .
- Company-wide governance practices (insider trading restrictions; anti-hedging/pledging) align with shareholder-friendly norms .
Overall, Joseph Cohen brings deep media/sports distribution expertise and industry stature, with standard director pay and high engagement. The principal governance consideration is his external board interlock with MSG Sports in the context of AMCX’s controlled company status; AMCX’s Independent Committee policies and Board independence posture partially mitigate this risk .