Philip G. D’Ambrosio
Madison Square Garden EntertainmentAbout Philip G. D’Ambrosio
Philip G. D’Ambrosio is Executive Vice President and Treasurer of MSG Entertainment, a role he has held since April 2023 after serving as SVP & Treasurer beginning February 2023 . He is 58, with prior senior finance roles across Sphere Entertainment, MSG Sports, Cablevision, and as a partner at Ernst & Young; he has served as a director of the Broadband Tax Institute since 2005 . MSGE delivered FY2025 net revenue of $942.7 million and AOI of $222.5 million, with net income attributable to MSGE stockholders of $37.4 million; cumulative TSR grew to 128.98 on a $100 initial investment during the period shown in the pay-versus-performance table . Executive incentive design ties annual cash to AOI and strategic objectives, and long-term equity PSUs to Total Company Net Revenue and Business Unit AOI, aligning pay with operational and strategic execution .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MSG Entertainment | EVP & Treasurer | Apr 2023–present | Corporate treasury leadership; capital structure and liquidity oversight |
| MSG Entertainment | SVP & Treasurer | Feb 2023–Mar 2023 | Transition to senior finance leadership ahead of EVP promotion |
| Sphere Entertainment Co. | SVP & Treasurer; Secretary (Mar–Dec 2020); Interim CFO (Mar–Apr 2020) | 2019–Apr 2023 | Treasury leadership and interim CFO through spin/distribution period |
| MSG Sports | SVP & Treasurer | Oct 2018–Apr 2020 | Treasury leadership; supported arena/license economics and sponsorship structures |
| MSG Sports | SVP, Tax & Treasury | 2016–Oct 2018 | Built tax and treasury function supporting sports assets |
| Cablevision Systems | SVP, Tax | 2002–2016 | Led tax strategy at a large media operator prior to acquisition |
| Ernst & Young | Partner | Prior to 2002 | Professional services leadership and technical tax expertise |
External Roles
| Organization | Role | Years |
|---|---|---|
| Broadband Tax Institute | Director | 2005–present |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Actual Annual Incentive (% of Target) | Actual Bonus Paid ($) |
|---|---|---|---|---|
| 2023 | 146,923 | 75% (from employment agreement effective Apr 1, 2023) | 100% (FY2023 MPIP) | 430,875 |
| 2024 | 750,000 | 75% (min per agreement) | Paid 2024 MPIP in Sept 2024; amount shown below | 860,625 |
| 2025 | 750,000 | 75% (in FY2025; increases to 100% starting FY2026) | 97.5% (Finance BU modifier; AOI-funded pool 89.1%) | 548,438 |
Notes:
- FY2025 MPIP initial funding based on AOI was 89.1% of target; Finance BU strategic modifier set payout at 97.5% of target .
- Beginning FY2026, target bonus increases to 100% of base salary .
Performance Compensation
Annual Incentive (MPIP) – FY2025
| Component | Metric | Target/Payout Structure | Actual FY2025 Result |
|---|---|---|---|
| Financial funding | AOI | 0–200% funding vs AOI target | 89.1% of target |
| Strategic modifier (Finance BU) | BU strategic goals (liquidity, data/reporting efficiency, opex control) | 0–200% modifier | 97.5% of target after modifier; applied to D’Ambrosio |
Long-Term Incentives (Equity)
| Award | Metric(s) | Weighting | Target Setting & Payout Curve | Vesting |
|---|---|---|---|---|
| PSUs (2025–2027 grants) | Total Company Net Revenue; Business Unit AOI | 50% / 50% | Threshold 85%/75%; Max 115%/125%; payout 90–110% of target (partial if one metric achieved) | Cliff vest after 3 yrs upon certification (measured in final year) |
| RSUs (2025 grants) | Stock price alignment | n/a | Time-based | Vest ratably over 3 years (Sep 15 each year) |
D’Ambrosio LTI Grants
| Year | RSUs (#) | RSUs Grant-Date Fair Value ($) | PSUs Target (#) | PSUs Grant-Date Fair Value ($) |
|---|---|---|---|---|
| 2023 (promotion grant + spin conversion) | 777 (promo, from original award) | Included in 2023 stock awards $555,228 | SPHR-to-MSGE converted PSUs (targets remain; multiple lots) | Included in 2023 stock awards $555,228 |
| 2024 | 18,680 | Included in 2024 stock awards $1,158,160 | 18,680 | Included in 2024 stock awards $1,158,160 |
| 2025 | 18,023 | 753,001 | 18,023 | 753,001 |
Additional PSU outcome disclosure:
- FY2023 PSU tranche (amended post-Distribution) certified at 101.7% of target (Total Company Net Revenue 100.4%, Business Unit AOI 103.0%) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 25,679 shares of Class A Common Stock (as of Oct 17, 2025) |
| Shares outstanding basis | 40,364,953 Class A shares (record date Oct 17, 2025) |
| Ownership % of Class A | ~0.064% (computed from 25,679/40,364,953) |
| Unvested equity outstanding (6/30/2025) | 79,190 RSUs/PSUs at target; market value $3,165,224 at $39.97 |
| Options | None reported for D’Ambrosio |
| 2025 stock vested | 19,174 shares; realized value $772,520 |
| Hedging/pledging | Company policy prohibits short sales/hedging and pledging/margin accounts for employees (including NEOs) |
| Stock ownership guidelines | Not disclosed for executives in the proxy (skip) |
Deferred Compensation & Savings
| Plan | FY2025 Exec Contribution ($) | FY2025 Company Contribution ($) | FY2025 Earnings ($) | FY2025 End Balance ($) |
|---|---|---|---|---|
| Excess Savings Plan | 16,000 | 22,275 | 12,362 | 298,308 |
| EDCP | — (no new deferral) | — | 33,222 | 639,871 |
Employment Terms
- Agreement effective April 1, 2023 (executed May 31, 2023) upon promotion to EVP & Treasurer; minimum base salary $750,000; target bonus ≥75% (rising to 100% in FY2026); annual LTI target value ≥$1,200,000 .
- Severance prior to March 31, 2026: at least 1.0x the sum of annual base salary + target bonus for termination without cause or resignation for good reason; prorated annual bonus for year of termination .
- Non-compete: one year following termination .
- Change-in-control/go-private: award agreements provide accelerated vesting mechanics; for RSUs, vest or cash equivalent on earliest of scheduled vest date (subject to continued employment/award terms), death, qualifying termination or specified window post-CoC; PSUs vest at target upon CoC (or payable earlier of specified measurement dates, death, or qualifying termination in going-private); options cash-out or replacement (public successor) with vesting triggers; underwater options cancellable .
- Quantified termination outcomes (as of 6/30/2025):
- Without cause/good reason: severance $1,312,500; prorated bonus $548,438; no equity acceleration under base scenario .
- Death/disability: prorated bonus $203,125; RSUs $1,338,196; PSUs $1,827,029 (PSUs at target) .
- Post-CoC qualifying termination: severance $1,312,500; prorated bonus $548,438; RSUs $1,338,196; PSUs $1,827,029 .
- Governance protections: clawback policy for erroneously awarded incentive comp upon accounting restatement (effective Dec 1, 2023); no excise tax gross-up provisions; anti-hedging/pledging policy in Insider Trading Policy .
Multi-Year Compensation Summary (Company-paid)
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Salary ($) | 146,923 | 750,000 | 750,000 |
| Bonus ($) | — | — | — |
| Stock Awards ($) | 555,228 | 1,158,160 | 1,506,002 |
| Non-Equity Incentive ($) | 430,875 | 860,625 | 548,438 |
| Change in Pension/Deferred Earnings ($) | — | — | — |
| All Other Compensation ($) | 4,689 | 42,076 | 44,034 |
| Total ($) | 1,137,715 | 2,810,861 | 2,848,474 |
Compensation Structure Analysis
- Year-over-year mix: strong equity component; FY2025 stock awards increased vs FY2024 ($1.51M vs $1.16M), while non-equity incentive decreased ($548k vs $861k), consistent with heavier emphasis on long-term performance-based pay .
- Metrics: Annual cash tightly linked to AOI with BU strategic modifiers; PSUs tied equally to Net Revenue and Business Unit AOI; 2023 PSU vesting certified ~102% of target, evidencing pay-for-performance linkage .
- Governance: independent Compensation Committee with independent consultant (ClearBridge), no excise tax gross-ups, anti-hedging/pledging, and NYSE-compliant clawbacks; 2024 say-on-pay support was ~98.8% of votes cast (96.6% of Class A) .
Risk Indicators & Alignment
- Alignment: substantial unvested equity ($3.17M at 6/30/2025) with three-year cliff PSUs and three-year RSU tranches, creating retention and performance incentives through FY2027 .
- Vesting/selling pressure windows: RSUs vest each Sep 15 (2025–2027), potential near-term liquidity events; PSUs cliff vest post FY2027 performance certification, representing a larger single vesting event .
- Pledging/hedging: prohibited by policy—reduces misalignment risk associated with collateralized or hedged positions .
- Controlled company dynamics: Dolan Family Group control and overlapping roles across related entities require Independent Committee oversight for related-party transactions; policy and quarterly updates mitigate governance conflicts .
Investment Implications
- Pay-for-performance exposure and retention: D’Ambrosio’s compensation is leveraged to AOI and long-term Net Revenue/AOI outcomes with meaningful cliff-vest PSUs; vesting schedule suggests retention through FY2027 and potential share delivery events around Sep 15 annually .
- Change-in-control sensitivity: Equity accelerators at target for PSUs and full vest of RSUs upon CoC/go-private (subject to award terms) create a quantified potential payout; in post-CoC qualifying termination, RSUs ~$1.34M and PSUs ~$1.83M were indicated at the 6/30/2025 mark-to-market, highlighting transaction-linked incentives .
- Alignment and governance: Strong governance features (no gross-ups, clawbacks, anti-hedging/pledging) and high say-on-pay support reduce compensation-related controversy; controlled-company structure warrants continued monitoring of related-party oversight and Independence Committee practices .
- Performance levers: Execution on AOI, premium hospitality, sponsorship/suites economics, and financing/liquidity initiatives (e.g., FY2025 refinancing) directly influence incentive outcomes for Finance leadership, including D’Ambrosio .