Vincent Tese
AMC NetworksAbout Vincent Tese
Vincent Tese (age 82) has served as an independent director of AMC Networks since 2016. He is Chairman of ICE Clear Credit LLC (since 2013) and previously served as Executive Chairman of FCB Financial Holdings Inc. and Florida Community Bank. Tese held senior New York State economic development roles, including Superintendent of Banks (1983–1985), CEO of the Urban Development Corporation (1985–1987), Director of Economic Development (1987–1994), and Commissioner/Vice Chair of the Port Authority of NY/NJ (1991–1995) . The AMC Board determined Tese is independent under NASDAQ and SEC rules, considering his outside directorships at MSG Sports and Sphere Entertainment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ICE Clear Credit LLC | Chairman | 2013–present | Chairs a critical CCP governance body |
| FCB Financial Holdings Inc. | Executive Chairman | 2009–2019 | Oversight of bank holding company and subsidiary Florida Community Bank |
| NYS Urban Development Corporation | Chairman & CEO | 1985–1987 | Led state economic development projects |
| NYS Director of Economic Development | Director | 1987–1994 | Statewide economic policy leadership |
| Port Authority of NY/NJ | Commissioner & Vice Chair | 1991–1995 | Regional infrastructure oversight |
| NYS Superintendent of Banks | Superintendent | 1983–1985 | Financial regulatory oversight |
External Roles
| Organization | Role | Start | Committees |
|---|---|---|---|
| AMC Networks (NASDAQ: AMCX) | Director | 2016 | Compensation Committee (member) |
| Madison Square Garden Sports (NYSE: MSGS) | Director (Class B) | 2015 | Audit; Compensation |
| Sphere Entertainment (NYSE: SPHR) | Director | 2020 | Not disclosed |
| Claros Mortgage Trust (NYSE: CMTG) | Director | 2021 | Not disclosed |
Board Governance
- Independence: Board determined Tese is independent; Audit and Compensation Committees are 100% independent .
- Committees: AMC Compensation Committee member; the committee met 9 times in 2024 and oversees executive pay, plan approvals, Board compensation, and severance determinations .
- Attendance: AMC’s Board met six times in 2024; each director attended at least 75% of Board and applicable committee meetings .
- Controlled company: AMC elects controlled-company status under NASDAQ; Board is 54% independent; Class A elects at least 25% of directors; executive sessions of independent directors held at least twice yearly .
Fixed Compensation
| Component | AMC Program Terms | 2024 Amount (Tese) |
|---|---|---|
| Annual Cash Retainer | $70,000 | Included in $123,000 fees |
| Committee Retainer | $25,000 (per committee) | Included in $123,000 fees |
| Meeting Fees | $2,000 per meeting | Included in $123,000 fees |
| Chair Fees | $35,000 (Audit/Compensation chairs) | N/A (not a chair) |
| Annual Equity Retainer (RSUs) | $135,000; RSUs vest at grant, settle 90 days after Board service ends | $127,868 grant-date FV |
| Total (2024) | — | $250,868 (cash $123,000; stock $127,868) |
Performance Compensation
| Metric Type | Disclosed for Director Compensation | Notes |
|---|---|---|
| Performance-based awards | None | AMC director equity is time-based RSUs; no performance metrics for directors |
Other Directorships & Interlocks
| Company | Overlap/Transaction Risk | Mitigation |
|---|---|---|
| MSG Sports, Sphere Entertainment, MSG Entertainment | AMC has overlapping directors/officers; intercompany arrangements (e.g., aircraft, arena suite); potential conflicts and corporate opportunities allocation | Independent Committee reviews related-party dealings >$1M; quarterly updates to Audit Committee; policy renounces certain corporate opportunities to affiliated entities in defined circumstances |
Expertise & Qualifications
- Regulated finance and clearing expertise: Chairman of ICE Clear Credit LLC .
- Banking and financial services leadership: Executive Chairman at FCB Financial/Florida Community Bank .
- Government and economic development leadership across NY State .
- Public company board experience: AMC Networks, MSG Sports, Sphere Entertainment, Claros Mortgage Trust .
Equity Ownership
| Company | Class | Shares Beneficially Owned | % of Class | Ownership Notes |
|---|---|---|---|---|
| AMC Networks | Class A | 38,747 | * | Includes vested RSUs deferred until 90 days after service ends |
| AMC Networks | Class B | — | — | — |
| MSG Sports | Class A | 3,744 | * | Excludes director plan RSUs; separate RSUs held: 6,774 units |
Note: “*” indicates less than 1% .
Policies reinforcing alignment:
- Prohibits hedging and short sales; prohibits pledging Company stock; pre-approval required for director/officer trading .
- No dividends/dividend equivalents on unvested equity awards .
Governance Assessment
- Committee effectiveness: Tese sits on AMC’s fully independent Compensation Committee, which met 9 times in 2024 and engages an independent consultant; scope includes CEO evaluation, executive and Board pay, severance, plan approvals—supporting robust oversight .
- Independence and attendance: Independent status affirmed despite interlocks; attendance threshold met .
- Controlled-company and dual-class risks: Dolan family controls voting and up to 75% of Board seats; AMC mitigates with independent committees and structured Class A nomination; nonetheless, control risk persists for minority shareholders .
- Related-party safeguards: AMC’s Independent Committee oversees transactions with MSG Sports/Sphere/MSG Entertainment above $1M, with quarterly reporting—positive but relies on process discipline amid extensive interlocks .
- Corporate opportunity renunciation: Post-redomestication Nevada Articles include renunciation provisions favoring affiliated entities in defined cases—an investor-alignment risk where overlapping directors may divert opportunities; increases reliance on independent committee scrutiny .
- Shareholder signals: 2025 Say-on-Pay received strong support (For 123.7M vs. Against 11.2M); KPMG ratification passed; Nevada redomestication approved—indicates investor acceptance of governance/strategy changes but also reduced inspection rights under Nevada regime .
Say-on-Pay & Meeting Outcomes (2025)
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Elect directors (Class A nominees, see proxy) | Various (see filing) | Various | — | 7,705,885 |
| Ratify KPMG | 142,469,758 | 308,930 | 26,151 | 0 |
| Advisory vote on NEO compensation | 123,732,529 | 11,195,582 | 170,843 | 7,705,885 |
| Approve Amended & Restated 2016 Employee Stock Plan | 124,316,207 | 10,631,964 | 150,783 | 7,705,885 |
| Approve redomestication to Nevada | 118,475,540 | 16,190,541 | 432,873 | 7,705,885 |
Related Party Transactions & Policy
- AMC acknowledged overlapping directors/officers with MSG Sports, Sphere Entertainment, and MSG Entertainment; intercompany arrangements include admin services, aircraft time-sharing, and arena suite lease—none material to AMC .
- Independent Committee must approve Item 404 transactions >$120,000 and any transactions with MSG Sports/Sphere/MSG Entertainment >$1,000,000; Audit Committee receives quarterly updates; policy amendments require majority of independent directors and majority of Class B-elected directors .
Director Compensation Program (Structure)
| Element | Terms |
|---|---|
| Annual Cash Retainer | $70,000 |
| Annual Equity Retainer (RSUs) | $135,000; 20-day average price used to determine RSUs; vest at grant; settle 90 days after Board service ends |
| Committee Retainer | $25,000; Chair fees: $35,000 (Audit, Compensation) |
| Meeting Fees | $2,000 per meeting |
RED FLAGS
- Extensive interlocks with Dolan-controlled entities raise conflict risk despite independent committee processes .
- Corporate opportunity renunciation and Nevada forum/exculpation provisions reduce stockholder recourse; potential misalignment in contested transactions .
- Controlled-company status and dual-class voting structure concentrate power with family trusts and affiliates, limiting minority influence .