Ryan T. Dolan

About Ryan T. Dolan

Ryan T. Dolan, 36, is a Class B director of Madison Square Garden Entertainment Corp. (MSGE) since April 20, 2023. He is Senior Vice President, Interactive Experiences at MSG Ventures LLC (Sphere Entertainment subsidiary), previously serving as Director (2016–2019) and Vice President (2019–Oct 2023), and is part of the third generation of Cablevision’s founding family; he is the son of MSGE’s Executive Chairman and CEO, James L. Dolan. He is not classified as an independent director under NYSE/SEC rules.

Past Roles

External Roles

Board Governance

• Committee assignments: None (no Audit, Compensation, or other standing committee roles)
• Independence status: Not independent; MSGE discloses only Bandier, Coleman, Salerno as independent directors; the company is a “controlled company” under NYSE rules with Class B holders electing up to 75% of the board
• Board meeting attendance: In FY2025, each director attended at least 75% of board/committee meetings; FY2024, all directors except Charles F. Dolan attended ≥75% (indicates Ryan met attendance thresholds both years)
• Board meetings: 5 meetings in FY2025; 4 meetings in FY2024
• Leadership structure: Combined Executive Chairman/CEO; no Lead Independent Director; independent directors meet in executive session regularly

Fixed Compensation

• Director compensation program (FY2025):
  • Annual cash retainer: $75,000
  • Annual equity retainer (RSUs): $160,000
  • Committee member fee (Audit/Compensation): $15,000
  • Committee chair fee (Audit/Compensation): $25,000
  • RSUs fully vested at grant but subject to holding until 90 days post-separation; settlement in stock or, at committee discretion, cash
• Ryan T. Dolan – Director pay by fiscal year (MSGE):
  • FY2025: Fees $75,000; Stock awards $152,790; Total $227,790; RSUs held as of 6/30/2025: 12,989
  • FY2024: Fees $75,000; Stock awards $160,701; Total $235,701; RSUs held as of 6/30/2024: 8,636

Notes: Non-employee directors may defer cash into RSUs annually (Deferred Compensation Election). Perquisites include event tickets; under SEC threshold, not included in totals.

Performance Compensation

• Non-employee directors receive time-based RSUs (holding requirement) rather than performance-based equity. Grant details: | Grant Date | Instrument | Units | Grant-Date Fair Value | Vesting/Holding | |---|---|---:|---:|---| | Dec 2023 | RSUs | 5,323 | $160,701 | Fully vested at grant; holding until 90 days after separation | | Dec 2024 | RSUs | 4,353 | $152,790 | Fully vested at grant; holding until 90 days after separation |

Other Directorships & Interlocks

• Dolan family controlled entities: Dolan Family Group owns 100% of Class B and wields 64.3% combined voting power as of Oct 17, 2025, pursuant to a Stockholders Agreement; Class B elects up to 75% of MSGE’s board. The Dolan Family Committee (James L. Dolan holds two votes) coordinates Class B voting; this block can approve proposals and elect Class B directors irrespective of Class A votes.
• Ryan’s family relationships: Son of James L. Dolan; cousin/relative to multiple Dolan directors across Dolan-controlled companies (potential interlock network across MSGE, MSGS, SPHR, AMC Networks).

Expertise & Qualifications

• Product and interactive technology/gaming leadership from MSG Ventures; board disclosures cite familiarity with company businesses as a third-generation Cablevision family member and contributions at Sphere Entertainment and MSG Sports.

Equity Ownership

Governance Assessment

• Strengths:
  • Regular executive sessions of independent directors; Audit and Compensation Committees fully independent; robust related-party transaction oversight via Independent Committee.
  • Director equity subject to post-service holding period, aligning long-term interests.
  • No Section 16(a) reporting delinquencies in FY2025.
• Concerns/RED FLAGS:
  • Controlled company structure: Dolan Family Group’s total control of Class B stock, block voting under Stockholders Agreement, and ability to elect 75% of the board undermine minority shareholder influence. James L. Dolan holds two votes on the Dolan Family Committee, able to block change-in-control transactions.
  • Not independent: Ryan T. Dolan is a Class B family director with no committee assignments; independence of the board is limited to 25% representation, and there is no nominating committee or Lead Independent Director.
  • Related-party ecosystem: Extensive aircraft arrangements, cost-sharing, and services among Dolan entities (MSGE, Sphere Entertainment, MSG Sports, AMC Networks) create recurring related-party exposure, though overseen by Independent Committees (e.g., FY2025 aircraft/time-share payments and $569,077 MSGE share of personal aircraft/helicopter cost allocations for shared executives).
  • Legal environment shift: 2025 redomestication to Nevada increases statutory protections/exculpation for directors/officers and may reduce shareholder litigation leverage versus Delaware, potentially viewed negatively by some investors.

Appendix: Board Activity & Shareholder Engagement Context

• FY2025 say-on-pay (most recent disclosed): In 2024, a majority supported executive compensation; approx. 96.6% of Class A supported in that vote.
• Shareholder engagement: Management engaged with holders of ~85% (FY2025) and over 70% (FY2024) of Class A on governance/compensation topics.