Paul J. Dolan

About Paul J. Dolan

Paul J. Dolan (age 67) is a Class B director of MSGE, serving since April 20, 2023. He is Chairman and CEO of the Cleveland Guardians (MLB) since 2010, previously President (2004–2010) and VP & General Counsel (2000–2004); he also serves on MLB’s Ownership and Diversity & Inclusion Committees and the Executive Council. He is part of the Dolan family group that controls MSGE’s Class B shares and is not classified as independent under NYSE rules; MSGE is a controlled company with independent directors limited to Class A seats .

Past Roles

External Roles

Board Governance

• Committee memberships: None; Dolan does not sit on Audit or Compensation Committees .
• Independence: Not independent; MSGE is a controlled company and only Class A directors Bandier, Coleman, Salerno are independent .
• Attendance: Board met 5 times in FY2025; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
• Lead Independent Director: None designated due to voting structure; executive sessions of independent directors held regularly .

Fixed Compensation (Director)

Director program structure:

• Annual cash retainer: $75,000; Committee member fee: $15,000; Committee chair fee: $25,000 (not applicable to Paul due to no committee roles) .
• Annual equity retainer: $160,000 in RSUs; RSUs fully vested at grant but subject to holding until 90 days post-separation .
• Event tickets: Up to two tickets per event for up to eight events per year at Company venues; additional access viewed as perquisites at venues, though perquisites below $10,000 not included in table .

Performance Compensation (Director)

• No performance-based director compensation disclosed for Dolan (director pay comprised of cash retainer and fully vested RSUs with holding requirement) .

Other Directorships & Interlocks

• Dolan concurrently serves on boards of SPHR and MSGS alongside several MSGE directors, creating extensive interlocks across the Dolan-controlled companies .
• MSGE’s Articles and policies acknowledge overlapping directors/officers and permit Independent Committee review/approval of related-party transactions and intercompany arrangements .

Expertise & Qualifications

• Deep sports franchise leadership; extensive board compensation oversight at Smucker; long-standing ties to media/sports ecosystem via Dolan family enterprises .

Equity Ownership (Alignment)

Notes:

• Hedging/pledging: Company policy prohibits short sales, hedging transactions, margin accounts, and pledging of Company securities for directors/employees and certain family members .
• Section 16(a): No delinquent ownership reports in FY2025 .
• Director RSUs: Subject to holding requirement until 90 days post-separation; settled in stock or, at Compensation Committee’s election, cash .

Governance Assessment

• Committee assignments: None, limiting direct influence on Audit/Comp governance frameworks .
• Independence and control: As part of the Dolan Family Group that owns all Class B shares, Dolan is non-independent; Class B holders elect 75% of the Board and can approve auditor ratification and say-on-pay regardless of other votes, concentrating control and impacting investor confidence in minority protections .
• Voting bloc dynamics: The Dolan Family Committee votes Class B shares as a block (with exceptions for Excluded Trusts); James L. Dolan holds two votes and can block Company change-in-control actions, underscoring entrenchment risk for minority holders .
• Related-party exposure: Extensive intercompany aircraft, services, and cost-sharing arrangements among MSGE, SPHR, MSGS, and AMC Networks; Independent Committees oversee and approve related-party transactions, but breadth of ties elevates conflict risk perception .

RED FLAGS

• Controlled company with concentrated family voting control; non-independent Dolan family directors (including Paul) dominate board composition .
• Cross-company interlocks and transactions (aircraft, services, shared executives) could introduce conflicts despite Independent Committee oversight .
• Dolan Family Committee’s ability to block change-in-control transactions reduces takeover optionality and may cap governance-driven catalysts .

Potential positives

• Regular executive sessions and independent Audit/Compensation Committees provide some checks; Board-wide attendance is adequate (≥75%) .
• Director equity with holding requirement fosters ongoing alignment via RSUs held until 90 days post-separation .