Charles P. Dolan
Madison Square Garden EntertainmentAbout Charles P. Dolan
Charles P. Dolan, 38, is a Class B director of Madison Square Garden Entertainment Corp. (MSGE) since April 20, 2023; he is a graduate of New York University and has been an employee of Knickerbocker Group LLC since 2010, with prior board service at MSG Networks (2010–2015) . He is the son of James L. Dolan and a third‑generation member of the Cablevision founding family, providing deep familiarity with the Company’s business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Knickerbocker Group LLC | Employee | 2010–present | Not disclosed |
| MSG Networks Inc. | Director | 2010–2015 | Not disclosed |
| Grubman Shire & Meiselas; Azoff MSG Entertainment | Internships | Prior to 2010 (dates not specified) | Not disclosed |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| Sphere Entertainment Co. (NYSE: SPHR) | Director | 2020–present | Not disclosed |
| Madison Square Garden Sports Corp. (NYSE: MSGS) | Director | 2015–present | Not disclosed |
Board Governance
- Independence status: Non‑independent Class B director; MSGE is a “controlled company” and does not have a majority independent board; only the three Class A directors (Bandier, Coleman, Salerno) are independent .
- Committees: None (no Audit or Compensation Committee roles) .
- Board attendance: The Board met five times in FY2025; each director then serving attended at least 75% of Board and applicable committee meetings .
- Board leadership: Combined Executive Chairman/CEO; no Lead Independent Director .
- Controlled voting structure: Class B shares carry 10 votes each; the Dolan Family Group owns 100% of Class B and can elect up to 75% of the Board and influence key proposals voted together by classes .
- Nominating process: No nominating committee; Class B nominees are recommended by Class B directors; Class A nominees by independent Class A directors .
Fixed Compensation (Director)
| Element | Policy | FY2025 Actual (C.P. Dolan) |
|---|---|---|
| Annual cash retainer | $75,000 | $75,000 |
| Committee member fee | $15,000 (Audit/Comp) | $0 (no committees) |
| Committee chair fee | $25,000 (Audit/Comp) | $0 |
| Meeting fees | Not disclosed (program uses retainers) | Not separately disclosed |
Performance Compensation (Director)
| Equity Type | Grant Date | Units/Value | Vesting/Conditions | Performance Metrics |
|---|---|---|---|---|
| RSUs (annual equity retainer) | Dec 2024 | 4,353 units; $152,790 grant date fair value | Fully vested at grant; settlement deferred until first business day after 90 days post‑separation; subject to holding requirement | None (time‑based; no performance criteria) |
| Program guideline | Annual equity retainer $160,000 | Determined by 20‑day avg price pre‑grant | Same holding requirement applies to directors | None |
Note: Directors may elect to defer cash retainers into RSUs; RSUs are held until post‑service settlement; no options or PSUs are part of the standard director program .
Other Directorships & Interlocks
| Entity | Overlap/Interlock Detail |
|---|---|
| SPHR and MSGS | Charles P. Dolan concurrently serves as director at Sphere Entertainment and MSG Sports . |
| Family/Group control | The Dolan Family Group votes Class B shares via a Stockholders Agreement and “Dolan Family Committee,” enabling block voting and control; James L. Dolan has two votes on the committee and can block change‑in‑control approvals at the committee level . |
| Broader overlaps (context) | Eight MSGE director nominees also serve as directors of Sphere Entertainment; eight also serve as directors of MSG Sports; three also serve as directors of AMC Networks (overlapping boards increase potential interlocks) . |
RED FLAG: Concentrated voting power and overlapping family directorships across MSGE, SPHR, MSGS, and AMC Networks create structural conflicts and potential corporate opportunity issues, partially mitigated by Independent Committee oversight policies .
Expertise & Qualifications
- Education: New York University (undergraduate) .
- Company/industry familiarity: Third‑generation Cablevision family; prior board service at related entities .
- Other: Tenure at Knickerbocker Group since 2010 .
Equity Ownership (Skin‑in‑the‑game)
| Holding Type | Amount | % of Class | Notes |
|---|---|---|---|
| MSGE Class A Common Stock (beneficial) | 19,971 | <1% | As of Oct 17, 2025 |
| MSGE Class B Common Stock | — | — | None beneficially owned |
| Director RSUs outstanding (deferred settlement) | 12,989 units | N/A | Fully vested; held until post‑service settlement |
| Hedging/Pledging | Prohibited | — | Insider Trading Policy prohibits hedging and pledging by directors |
| Ownership guidelines | RSUs subject to a service‑through‑separation holding requirement | — | Enhances alignment during and after board service |
Governance Assessment
- Strengths
- Independent Audit and Compensation Committees; both comprised 100% of independent directors .
- Board and committees conduct annual self‑assessments; regular executive sessions of independent directors .
- Director equity subject to post‑service holding requirement; anti‑hedging/pledging policy enhances alignment .
- FY2024 say‑on‑pay passed with strong approval, including ~96.6% of Class A votes, indicating limited Class A investor opposition to pay design (context for broader governance sentiment) .
- Risks/Red Flags
- Controlled company with concentrated Class B voting power; ability to elect up to 75% of the Board and influence outcomes on joint‑class votes; absence of a Lead Independent Director .
- No nominating committee; Class B directors nominate Class B slate, limiting independent influence on board refreshment .
- Extensive family and inter‑company overlaps (MSGE, SPHR, MSGS, AMC) and Articles of Incorporation provisions renouncing certain corporate opportunities heighten conflict risk .
- Reliance on Independent Committees to review and approve related‑party transactions (>$120k and >$1mm for specified intercompany arrangements) is critical; sustained transparency and robust process are essential to maintain investor confidence .
Board Governance (Director‑Specific Snapshot)
| Attribute | Status |
|---|---|
| Independence | Non‑independent (Class B) |
| Committees/Chair | None |
| Attendance (FY2025) | ≥75% of Board/assigned committees (Board met 5x) |
| Years of service on MSGE Board | Since April 20, 2023 |
| Lead Independent Director | None designated |
Director Compensation (FY2025)
| Component | Amount |
|---|---|
| Cash Fees (retainer + committee/Chair) | $75,000 |
| Stock Awards (RSUs, grant‑date FV) | $152,790 (4,353 RSUs in Dec 2024) |
| Total | $227,790 |
| Director Program (policy) | $75,000 cash retainer; $160,000 equity retainer; $15,000 committee member fee; $25,000 committee chair fee; RSUs fully vested at grant with post‑service holding |
Note: The Topic 718 grant‑date fair value can differ from the $160,000 equity retainer due to pricing methodology; directors held 12,989 RSUs as of June 30, 2025 (C.P. Dolan) .
Related‑Party Exposure and Mitigations
- Inter‑company agreements among MSGE, Sphere Entertainment, MSG Sports, and AMC Networks are in place; policies require Independent Committee oversight for specified transactions and quarterly updates on related‑party dealings .
- The Related Party Transaction Approval Policy requires Independent Committee review of Item 404 transactions (>$120,000) and heightened review for intercompany transactions >$1,000,000 .
- Articles of Incorporation acknowledge overlapping directors/officers and include corporate‑opportunity renunciation provisions for specified circumstances (elevates need for vigilant Independent Committee oversight) .
Compliance and Filings
- Section 16(a) compliance: No known filing failures for FY2025 based on Company review .
Signals for Investors
- Positive: Independent committees; formal related‑party review structure; director equity holding requirement; anti‑hedging/pledging policy .
- Caution: High structural conflict risk from concentrated control and cross‑company interlocks; no lead independent director; absence of nominating committee; reliance on Independent Committees to police intercompany arrangements is a governance linchpin .