Martin Bandier

About Martin Bandier

Independent Class A director of Madison Square Garden Entertainment Corp. (MSGE); age 84; on the Board since April 20, 2023. Former Chairman & CEO of Sony/ATV Music Publishing and EMI Music Publishing; currently President & CEO of Bandier Ventures LP. Serves on the Audit and Compensation Committees; designated independent by the Board despite a prior Sphere Entertainment directorship (deemed not material) .

Past Roles

External Roles

Board Governance

• Structure and independence: MSGE is a “controlled company” under NYSE rules; no majority-independent board and no lead independent director. Class A stockholders elect 25% of directors; independent director representation is also 25%. Bandier is one of three independent Class A directors (with Donna M. Coleman and Frederic V. Salerno) .
• Committee assignments (FY2025): Audit (member), Compensation (member). Audit met 4×; Compensation met 7× .
• Attendance: The Board met 5× in FY2025; each director attended at least 75% of Board and committee meetings on which they served. All directors attended the 2024 annual meeting .
• Executive sessions: Independent or non-management directors meet regularly without management; independent directors meet separately at least annually .
• Risk oversight: Audit oversees financial reporting, cybersecurity and venue security risks .

Fixed Compensation

• Director pay framework (FY2025): Annual cash retainer $75,000; committee member fee $15,000 per Audit/Compensation committee; committee chair fee $25,000; annual equity retainer $160,000 in RSUs. Directors may elect to convert next-year cash retainers/fees into RSUs; RSUs fully vest at grant but are held until 90 days post-service and settle in stock or, at the Committee’s discretion, cash .

Notes:

• The $105,000 cash in each year reflects $75,000 retainer + $15,000 Audit member + $15,000 Compensation member .
• Stock award FMV can differ from the $160,000 program value due to Topic 718 accounting vs 20-day average price conversion .

Performance Compensation

Director equity is service-based for alignment; there are no performance metrics.

Other Directorships & Interlocks

• Current public company boards: None .
• Prior public boards: Sphere Entertainment Co. (Director, 2020–Apr 2023) .
• Committee interlocks: Compensation Committee members (Bandier, Coleman, Salerno) are non-employee directors; no insider participation .

Expertise & Qualifications

• 30+ years leading global music publishing businesses; recognized with ASCAP/BMI Publisher of the Year awards; GRAMMY President’s Merit Award (2015); Songwriters Hall of Fame Visionary Leadership Award (2019). Founder of Syracuse University’s Bandier Program for Music and Entertainment Industries. Deep entertainment industry governance and deal-making experience relevant to MSGE’s venues and marquee content strategy .

Equity Ownership

Related-Party Exposure and Conflicts

• Independence determination explicitly considered his prior Sphere Entertainment directorship; Board concluded it was not material and affirmed independence .
• MSGE is a controlled company within the Dolan family network, with extensive intercompany arrangements (e.g., aircraft, services) overseen by an Independent Committee under a Related Party Transaction Approval Policy. The Audit Committee also reviews related-party transactions when serving as Independent Committee under policy .
• Structural risk mitigants include: independent Audit and Compensation Committees (100% independent) and formal approval thresholds for Dolan-related intercompany transactions .

Governance Assessment

• Positives
  • Independent director on both Audit and Compensation Committees; Audit Committee also includes two SEC-designated financial experts (Coleman, Salerno) .
  • Board reports at least 75% attendance for all directors; Board/Audit/Compensation committees met 5/4/7 times in FY2025, indicating active oversight cadence .
  • Strong anti-hedging/pledging and clawback policies; director RSUs subject to post-service holding, strengthening alignment .
  • High say-on-pay support in 2024 (96.6% of Class A holders in favor), signaling shareholder confidence in compensation governance .
• Risk/Red Flags
  • Controlled company with no lead independent director and only 25% independent representation; overlapping leadership across Dolan entities increases conflict complexity .
  • Extensive related-party transactions require sustained vigilance; Bandier’s role on Audit means active responsibility for RPT oversight (mitigated by Independent Committee procedures) .
  • Modest direct share ownership (9,869 shares) with additional alignment via 12,989 RSUs; ongoing holding requirement helps but overall “skin in the game” remains largely via RSUs .

Additional Compliance and Signals

• Section 16(a) compliance: Company aware of no failures to file or late filings in FY2025 (positive governance hygiene) .