Frederic V. Salerno
Madison Square Garden EntertainmentAbout Frederic V. Salerno
Frederic V. Salerno, 82, is an independent Class A director of Madison Square Garden Entertainment Corp. (MSGE) since April 3, 2023. He chairs the Audit Committee, serves on the Compensation Committee, and has been designated an SEC “audit committee financial expert.” A former Vice Chairman and CFO of Verizon (1991–2002), he brings extensive public company board experience, including prior service as Lead Independent Director at Intercontinental Exchange and Chairman at Akamai. The Board has determined he is independent under NYSE and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Verizon Communications | Vice Chairman and Chief Financial Officer | 1991–2002 | Senior finance leadership at a large-cap issuer |
| Intercontinental Exchange (ICE) | Director; Lead Independent Director | Director 2002–May 2022; Lead Independent 2008–May 2022 | Oversight of global market infrastructure; lead independent leadership |
| Akamai Technologies | Director; Lead Independent Director; Chairman | Director 2002–2021; Lead Independent 2013–2018; Chairman 2018–2021 | Board leadership at a technology firm |
| Sphere Entertainment (SPHR) | Director | 2020–Apr 2023 | Transition experience around MSGE/ SPHR separation |
| Madison Square Garden Sports (MSGS) | Director | Dec 2019–Apr 2020 | Sports/media governance exposure |
| National Fuel Gas Company | Director | 2008–2013 | Energy sector oversight |
| CBS Corporation | Director | 2007–2016 | Media industry governance |
| Viacom, Inc. | Director | 1996–2017 | Media industry governance |
| FCB Financial Holdings | Director | 2010–2019 | Financial services governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Associated Capital Group (NYSE: AC) | Director | 2017–present | Alternative investment management board role |
Board Governance
- Independence and role: Salerno is one of three independent Class A directors (25% of the board), serves as Audit Chair and Compensation Committee member, and is designated an “audit committee financial expert.”
- Controlled company structure: MSGE is a “controlled company” under NYSE rules; it does not have a majority-independent board nor a separate nominating/governance committee, and there is no lead independent director. The company has elected to maintain an independent Compensation Committee.
- Attendance: The Board met 5 times in FY2025; Audit met 4; Compensation met 7. Each director attended at least 75% of board and committee meetings on which they served.
- Executive sessions and risk oversight: Independent directors meet in executive session; Audit oversees key risks including cybersecurity and venue security.
- Related-party oversight: An Independent Committee of independent directors must review/approve related-party transactions (SEC Item 404 threshold of $120,000) and oversees all transactions with Sphere Entertainment, MSG Sports, and AMC Networks above $1,000,000, with quarterly internal audit updates.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer (Program) | $75,000 | Paid quarterly; may be deferred into RSUs at director’s election |
| Audit Committee Chair Fee (Program) | $25,000 | Paid quarterly |
| Compensation Committee Member Fee (Program) | $15,000 | Paid quarterly |
| FY2025 Fees Earned or Paid in Cash (Actual) | $115,000 | Portion taken as RSUs under deferred election |
Program structure allows a non-revocable annual election to convert cash retainers/fees for the next calendar year into RSUs, fully vested at grant but held until 90 days post-separation.
Performance Compensation
| Award Type | Value/Units | Performance Metrics | Vesting / Holding |
|---|---|---|---|
| Annual Equity Retainer (Program) | $160,000 | None (director RSUs are not performance-based) | RSUs fully vested on grant; subject to holding until 90 days after separation; settled in stock or cash at Committee’s election |
| FY2025 Stock Awards (Actual) | $154,275 | None | As above |
Grant detail (FY2025): 4,353 RSUs in Dec 2024 per standard annual grant; plus 3,144 RSUs in Feb 2025 pursuant to Salerno’s deferred compensation election; aggregate RSUs held at June 30, 2025: 19,454 units.
Other Directorships & Interlocks
| Company | Relationship to MSGE | Interlock / Considerations |
|---|---|---|
| Associated Capital Group (AC) | Unrelated disclosed | No MSGE-related transactions disclosed in proxy; current outside board role |
| Prior Dolan-controlled entities (SPHR, MSGS) | Historical director roles | Board determined these relationships not material to independence |
Expertise & Qualifications
- Financial expertise: SEC-designated “audit committee financial expert”; former CFO of Verizon.
- Public company leadership: Lead Independent Director (ICE), Chairman (Akamai); extensive committee and board leadership experience.
- Industry familiarity: Long-standing governance roles across media, technology, telecom, and financial services.
- Independence: Determined independent by MSGE board under NYSE/SEC rules.
Equity Ownership
| Category | Amount | As-Of Date | Notes |
|---|---|---|---|
| Class A Common Stock Beneficially Owned | 12,348 shares | Oct 17, 2025 | Per stock ownership table |
| Director RSUs Held | 19,454 units | Jun 30, 2025 | Fully vested at grant; holding until 90 days post-separation |
| Hedging/Pledging | Prohibited | Policy in effect | No short sales/hedging; no pledging or margin accounts permitted |
| Section 16(a) | No delinquencies noted | FY2025 | Company reported awareness of no failures to file |
Insider Form 4 activity (MSGE):
- 2024-02-15: Award of 3,321 RSUs; post-transaction holdings 11,957 (Form 4).
- 2024-12-11: Award of 4,353 RSUs (annual grant); post-transaction holdings 16,310 (Form 4).
- 2025-02-18: Award of 3,144 RSUs (deferral election); post-transaction holdings 19,454 (Form 4).
Governance Assessment
Strengths
- Independent Audit Chair and SEC “financial expert,” with deep CFO/board leadership background; bolsters financial reporting oversight.
- Participation on independent Compensation Committee; committee uses an independent consultant (ClearBridge) and independent legal counsel; no conflicts identified.
- Clear related-party oversight via Independent Committee with defined thresholds and periodic internal audit reporting.
- Alignment: Salerno elected to defer cash into equity; directors’ RSUs subject to a post-service holding requirement; hedging/pledging prohibited.
- Attendance: Board and committee meetings conducted regularly; all directors met at least 75% attendance.
- Say‑on‑pay support: 2024 advisory vote approved by a majority, including ~96.6% of Class A holders, indicating alignment with Class A investors on pay practices.
Watch Items / Potential Red Flags
- Controlled company with 25% independent representation; no nominating/governance committee and no lead independent director; combined Executive Chairman/CEO role—heightens governance risk and reliance on the quality of independent oversight (including Salerno’s committees).
- Extensive Dolan family presence on the board; continued need for rigorous Independent Committee process on related-party arrangements.
- Director age (82) suggests succession/refreshment planning considerations, though experience is significant.
Notes on Related‑Party Exposure
- The board deemed Salerno’s prior directorships at Sphere Entertainment (to Apr 2023) and MSG Sports (2019–2020) not material to independence. No Salerno-specific related‑party transactions are disclosed.
Director Compensation Program Snapshot (for context)
- Cash retainer $75,000; Audit/Comp Committee chair fee $25,000; Audit/Comp Committee member fee $15,000; Equity retainer $160,000 in RSUs; FY2025 Salerno totals: $115,000 cash (taken in part as RSUs) and $154,275 stock awards; total $269,275.
Shareholder Engagement
- Management engaged with holders of approximately 85% of Class A shares on board/governance/compensation during FY2025.
Executive Sessions & Risk Oversight (Committee Context)
- Independent director executive sessions held; Audit oversees risk including cybersecurity and venue security; formal Audit Committee report issued in the proxy.