Donna M. Coleman

About Donna M. Coleman

Independent Class A Director at MSGE since April 20, 2023; age 69. Former CFO and senior finance executive across Dolan-controlled media and entertainment entities; designated Audit Committee financial expert and currently chairs the Compensation Committee, also serving on the Audit Committee . The Board has affirmatively determined her independence under NYSE/SEC rules after assessing prior roles at AMC Networks, MSG Sports, MSG Networks, and Cablevision and concluded those relationships are not material .

Past Roles

External Roles

Board Governance

• Committee assignments: Compensation Committee Chair; Audit Committee member; both committees comprised solely of independent directors .
• Expertise: Identified as an “audit committee financial expert” under SEC rules .
• Independence and structure: MSGE is a “controlled company” and does not maintain a majority-independent board or a separate nominating committee; Compensation Committee remains fully independent . No lead independent director is designated, which the Board views as appropriate given voting structure .
• Attendance: Board met five times in FY2025; each director attended at least 75% of Board and committee meetings .
• Executive sessions: Independent/non-management directors meet regularly in executive session .
• Risk oversight: Audit Committee oversees venue security and cybersecurity risks with periodic updates .

Fixed Compensation

Director compensation program (non-employee directors), FY2025:

Donna M. Coleman – FY2025 director compensation:

Additional program terms:

• RSU mechanics: Annual RSUs fully vest at grant but are subject to a holding requirement until the first business day following 90 days after separation from Board service; settled in stock or, at Committee’s election, in cash .
• Tickets: Up to two tickets per event for up to eight events per calendar year to observe operations (not counted as perquisites); separate access to certain tickets at venues deemed perquisites but aggregate perqs per director were under $10,000 in FY2025 .

Performance Compensation

• Non-employee director pay is not tied to financial performance metrics; equity is time-based RSUs with post-service holding requirements .

Other Directorships & Interlocks

Historical affiliations: Significant executive roles within Dolan-controlled ecosystem (AMC Networks, MSG Sports, MSG Networks, Cablevision). The Board assessed these ties and determined independence under NYSE/SEC rules .

Expertise & Qualifications

• Deep CFO and enterprise finance experience across media/sports sectors; strong planning, controls, and treasury background .
• Audit Committee financial expert designation, reinforcing oversight quality on financial reporting and controls .

Equity Ownership

Governance Assessment

• Positives:

  • Independent director with audit-financial-expert credential; chairs fully independent Compensation Committee .
  • Strong attendance; active committee engagement (Audit met 4x; Comp met 7x in FY2025) .
  • Transparent director pay structure with balanced cash/equity and mandatory equity holding period; modest perquisites .
  • Robust related-party transaction policy using Independent Committee oversight, including a dedicated approval framework for transactions with Sphere Entertainment, MSG Sports, and AMC Networks .

• RED FLAGS / Investor cautions:

  • Controlled company governance: No majority-independent board; no nominating committee; combined Chairman/CEO; no lead independent director .
  • Dolan Family Group control of all Class B shares (10 votes/share) enabling election of Class B directors and approval of auditor ratification and say-on-pay regardless of other votes .
  • Extensive overlapping directorships/officer roles across MSGE, Sphere Entertainment (SPHR), MSG Sports (MSGS), and AMC Networks, creating potential conflicts; Articles of Incorporation explicitly permit corporate opportunity waivers in certain circumstances .
  • Ongoing related-party and intercompany arrangements (aircraft, services, leases, Arena License Agreements), though subject to Independent Committee oversight .

Signal for investors: Coleman’s independence designation and financial expertise strengthen committee oversight; however, the controlled-company structure and pervasive Dolan interlocks remain structural governance risks that can limit minority shareholder influence .

Appendix — Additional Governance Data Points Relevant to Board Effectiveness

• Board meetings FY2025: 5; each director ≥75% attendance .
• Compensation Committee interlocks: Members (Bandier, Coleman, Salerno) are not current/former executives of MSGE .
• Say-on-Pay (2024): ~98.8% votes cast overall; ~96.6% Class A support .
• Executive sessions: Regular sessions of non-management/independent directors .