James L. Dolan
Executive Chairman and Chief Executive Officer at 
Madison Square Garden Entertainment
Madison Square Garden EntertainmentCEO
Executive
Board
About James L. Dolan
James L. Dolan (age 70) is Executive Chairman and Chief Executive Officer of MSGE and a Class B director since December 20, 2022; he simultaneously serves as Executive Chairman and CEO of Sphere Entertainment and MSG Sports, and Non‑Executive Chairman and director at AMC Networks . MSGE reported FY2025 revenue of $942.7 million, operating income of $122.1 million, AOI of $222.5 million, and nearly 6 million guests across ~975 events; the Christmas Spectacular set a record with ~$170 million revenue and ~1.1 million tickets sold . Pay‑versus‑performance disclosures show a cumulative TSR value of $128.98 for an initial $100 investment in FY2025 and AOI of $222.506 million used as the company‑selected performance measure . The Board has chosen a combined Executive Chairman/CEO leadership structure and, as a controlled company, has no Lead Independent Director; Audit and Compensation Committees are fully independent .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cablevision Systems | CEO; President; VP | CEO 1995–2016; President 1998–2014; VP 1987–1992 | Led cable operations and spinoffs that created AMC Networks; long-standing industry operator |
| Rainbow Media (pre‑AMC Networks) | CEO | 1992–1995 | Precursor leadership to AMC Networks separation |
| MSG Sports | Executive Chairman; CEO | Executive Chairman since 2015; CEO since May 2024 and 2017–Apr 2020 | Oversight of sports assets and arena agreements impacting MSGE |
| MSG Networks | Executive Chairman; Director | 2009–2021 | Media carriage and content relationships |
| Sphere Entertainment | Executive Chairman & CEO | Since 2019 | Post‑distribution intercompany services and transactions with MSGE |
External Roles
| Organization | Role | Years | Relevance to MSGE |
|---|---|---|---|
| AMC Networks (NASDAQ: AMCX) | Non‑Executive Chairman; Director | Non‑Executive Chairman Feb 2023–present; Director since 2011; Interim Exec Chairman Dec 2022–Feb 2023 | Family‑controlled affiliate with overlapping directors and related‑party arrangements |
| Sphere Entertainment (NYSE: SPHR) | Executive Chairman & CEO; Director | Since 2019; Director | Major related‑party services, aircraft, and sponsorship arrangements |
| MSG Sports (NYSE: MSGS) | Executive Chairman & CEO; Director | Exec Chair since 2015; CEO since May 2024 | Arena License, sponsorship, and services agreements with MSGE |
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | 176,923 | 1,000,000 | 1,500,000 |
| Perquisites ($) | 58,744 | 378,963 | 403,301 |
| Notes | Employment agreement minimum base salary set at ≥$1,500,000 effective July 1, 2024 |
Performance Compensation
| Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Bonus (MPIP) – AOI pool with strategic modifier | 100% AOI pool with strategic modifier | Target 200% of base salary ($3,000,000) | AOI funded at 89.1% of target; CEO modifier set to 100.0% of target; payout $3,000,000 | Cash paid Sept 2025 |
| PSUs (2025–2027 cycle) – Total Company Net Revenue & Business Unit AOI | 50% Net Revenue; 50% BU AOI | Threshold: Rev 85% / AOI 75%; Max: Rev 115% / AOI 125% | Payout range 0–110% of target based on FY2027 performance | Cliff‑vest after 3 years, settle on/after Sep 15 following certification |
| PSUs (Company 2023 awards measured in FY2025) | 50% Net Revenue; 50% BU AOI | Company‑specific goals post‑Distribution | Certified payout 101.7% of target (Net Revenue 100.4%, BU AOI 103.0%) | Settled upon certification of FY2025 performance |
| RSUs (2025 grants) | Stock price performance exposure | Target value set by committee | Time‑based | Vest ratably over 3 years on Sep 15 each year |
Equity Ownership & Alignment
- Beneficial ownership: 710,891 Class A shares (1.7% of Class A); 2,244,304 Class B shares (32.7% of Class B). Combined voting power: 21.2% .
- Unvested equity at 6/30/2025: 508,756 RSUs/PSUs (target), market value $20,334,977 at $39.97 share price .
- Option awards outstanding: 108,630 options at $78.32 expiring 2/25/2026; 191,110 options at $44.78 expiring 2/26/2027 (vested) .
- Hedging/pledging: Company policy prohibits hedging and pledging by directors and employees, including NEOs .
- Deferred compensation: Excess Savings Plan contributions $45,715; Company contributions $49,384; FY2025 earnings $21,226; balance $534,629 .
Employment Terms
| Term | Key Provision |
|---|---|
| Agreement effective date / term | Renewal effective July 1, 2024; scheduled expiration June 30, 2027 (“Dolan Scheduled Expiration Date”) |
| Base salary | Not less than $1,500,000 |
| Target annual bonus | Not less than 200% of base salary |
| Long‑term incentives | Aggregate annual target value not less than $8,600,000 |
| Severance – Qualifying Termination (pre‑6/30/2027) | ≥2× (base + target bonus); prior year unpaid bonus + pro‑rata current year bonus; immediate vest for long‑term cash; time‑based restrictions removed on unvested RSUs/PSUs (subject to performance); options vest |
| Death/disability (pre‑6/30/2027) | Prior year unpaid bonus + pro‑rata current year bonus; RSU/PSU time‑based restrictions removed (subject to performance); long‑term cash awards vest (performance at target if period incomplete) |
| Non‑compete | One year post‑termination |
| Change‑in‑control treatment (award agreements) | PSUs vest at target upon change‑in‑control regardless of termination; RSUs cash‑settled or replaced, payable/vest upon earliest of scheduled vest, death, termination without cause or good reason; options cash‑settled or replaced with specified early vest provisions; underwater options cancellable |
Multi‑Year Compensation (Company-paid)
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Salary ($) | 176,923 | 1,000,000 | 1,500,000 |
| Stock Awards ($) | 6,007,772 | 5,790,800 | 9,251,012 |
| Annual Bonus (Non‑Equity Incentive) ($) | 3,064,000 | 3,060,000 | 3,000,000 |
| All Other Compensation ($) | 58,744 | 378,963 | 403,301 |
| Total ($) | 9,307,439 | 10,229,763 | 14,154,313 |
Long‑Term Equity Detail (FY2025 grants)
| Award | Units | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|
| RSUs (Aug 27, 2024) | 110,711 | 4,625,506 | Ratable over three years on Sep 15 |
| PSUs (Aug 27, 2024) | 110,711 target | 4,625,506 | Cliff after three years; settle post‑Sep 15 upon certification |
| Prior cycles outstanding (snapshot) | RSU: 62,267 (FY2024 award); PSU: 93,400 (FY2024 award); RSU: 32,917 and PSU: 98,750 from SPHR legacy | Aggregated in 508,756 unvested units valued $20.33m | Standard vest schedules |
Board Governance and Service
- Board structure: Combined Executive Chairman/CEO; no Lead Independent Director due to voting structure; regular executive sessions of independent directors .
- Committees: Audit and Compensation composed entirely of independent directors; Dolan is not a member of either committee .
- Class voting: Class B shares have 10 votes per share; Dolan Family Group owns all Class B and can elect Class B directors and approve auditor ratification and say‑on‑pay regardless of other votes .
- Meetings: Board met five times in FY2025; all directors attended ≥75% of meetings/committees served .
- Director compensation: Employee directors (including Dolan) receive no director pay; non‑employee director program disclosed with cash/equity retainers and holding requirements .
Related‑Party Transactions and Conflicts
- Extensive intercompany agreements with Sphere Entertainment and MSG Sports: services agreements (FY2025 revenue $34.0m from SPHR and $42.4m from MSG Sports); Arena License Agreements with MSG Sports (~$68.1m license fee revenue; suite/sponsorship sharing) .
- Aircraft arrangements: Personal aircraft and helicopter use permitted; costs shared among MSGE, Sphere, and MSG Sports; Dolan’s personal aircraft incremental cost to MSGE was $249,215 in FY2025; car/driver personal use $73,642; executive security included in perquisites .
- Corporate opportunity renunciation and overlapping directors/officers across Dolan‑controlled entities expressly acknowledged in Articles; Independent Committee policies govern approval of related‑party transactions over thresholds .
Compensation Program Design and Policies
- Mix and risk: 89% of Dolan’s standard annual compensation is “at risk”; emphasis on long‑term equity with PSUs tied to Net Revenue and BU AOI .
- Peer group: No peer group used for FY2025 due to limited comparables; committee relied on broad market survey data and internal factors .
- Clawback: NYSE‑compliant clawback effective Dec 1, 2023 for incentive awards in prior three fiscal years upon restatement .
- Hedging/pledging prohibited; insider trading policy in place .
- Say‑on‑pay: FY2024 approval ~98.8% of votes cast (96.6% of Class A) .
Signals: Vesting Schedules and Potential Selling Pressure
- RSUs vest on Sep 15 annually and PSUs settle post‑Sep 15 after certification; significant scheduled vestings each September can create supply overhang depending on net share delivery and tax settlements .
- Options expiring in Feb 2026 and Feb 2027 may influence near‑term exercise/hedging decisions around window openings .
- Company repurchased ~1.1 million Class A shares for ~$40 million in FY2025, potentially offsetting dilution .
Risk Indicators & Red Flags
- Dual‑role and control: CEO/Executive Chairman structure without Lead Independent Director; Dolan Family Group controls all Class B votes, concentrating governance power .
- Related‑party intensity: Material intercompany and family arrangements (services, arena licenses, aircraft), with Independent Committee oversight but ongoing conflict management needs .
- Perquisites: Personal use of aircraft and car/driver not reimbursed; viewed by some investors as shareholder‑unfriendly, though disclosed and cost‑allocated .
- Executive turnover: CFO changes (Grau departed Nov 2024; interim Weinberg; Collins appointed Apr 2025) reflect transition risk in finance leadership .
- Change‑in‑control: Single‑trigger PSU vesting at target upon change‑in‑control can increase payout sensitivity .
Director Compensation (for context; Dolan receives none as employee)
| Element | Amount |
|---|---|
| Annual Cash Retainer | $75,000 |
| Annual Equity Retainer (RSUs) | $160,000 grant date value basis |
| Committee Member Fee | $15,000 |
| Committee Chair Fee | $25,000 |
| Holding Requirement | RSUs held until 90 days post‑separation |
Equity Ownership Snapshot (James L. Dolan)
| Class | Shares | % of Class | Combined Voting Power |
|---|---|---|---|
| Class A Common | 710,891 | 1.7% | |
| Class B Common | 2,244,304 | 32.7% | 21.2% |
Investment Implications
- Governance overhang: Concentrated voting control and dual CEO/Chair structure reduce external governance pressure; independent committees exist but strategic decisions are heavily influenced by the Dolan family group .
- Pay‑for‑performance alignment: High equity weighting and PSU metrics (Net Revenue, BU AOI) link payouts to financial execution; FY2025 MPIP funded below target on AOI yet CEO modifier delivered 100% payout, consistent with strategic achievements disclosed .
- Event timing: Annual Sep 15 RSU/PSU vesting cycles and Feb 2026/Feb 2027 option expirations are relevant for short‑term supply/demand dynamics; monitor Form 4s around vesting windows and earnings blackouts .
- Operating execution: Record Christmas Spectacular performance, successful credit facility refinancing (lower rate, extended term), and active buybacks support near‑term fundamentals and capital allocation discipline, partially offset by finance leadership transitions .
- Related‑party complexity: Arena licenses, sponsorship revenue sharing, and aircraft arrangements require continued Independent Committee oversight; disclosures mitigate but not eliminate conflict risk .
Note: All quantitative and qualitative information above is sourced from MSGE’s FY2025 Definitive Proxy Statement filed October 24, 2025, with citations in brackets.