Thomas C. Dolan

About Thomas C. Dolan

Thomas C. Dolan (age 73) is a Class B Director of Madison Square Garden Entertainment Corp. (MSGE) since April 20, 2023. He is a long-tenured Dolan family executive with decades in strategy, technology, and operations across Cablevision and Rainbow Media, and he is not independent under NYSE rules (MSGE is a controlled company with only 25% independent directors) . He serves on no board committees at MSGE; committee seats are held exclusively by independent Class A directors .

Past Roles

External Roles

Board Governance

• Independence: Not independent (only Bandier, Coleman, Salerno are independent; MSGE is a “controlled company” not required to have majority independent board) .
• Committees: None (Audit: Bandier, Coleman, Salerno (Chair); Compensation: Bandier, Coleman (Chair), Salerno) .
• Attendance: Board met 5 times in FY2025; each director attended at least 75% of Board/committee meetings on which they served; all directors attended the 2024 annual meeting .
• Leadership: CEO/Executive Chairman roles combined (James L. Dolan); no Lead Independent Director due to voting structure .
• Independent oversight of related-party dealings via Independent Committee, with quarterly updates and approval thresholds .

Fixed Compensation (Director)

• RSUs held as of June 30, 2025: 12,989 units (director holding requirement applies) .

Performance Compensation (Director)

• Directors do not receive performance-based pay; annual equity is RSUs (not PSUs/options). RSUs are fully vested at grant but subject to holding until 90 days post service, aligning directors with shareholders through mandated holding rather than performance hurdles .
• Hedging/Pledging: Company policy prohibits hedging and pledging of Company securities by directors and employees .

Other Directorships & Interlocks

• Current public boards: SPHR, MSGS, AMCX (all family-controlled and with overlapping directors) .
• MSGE recognizes overlapping directors/officers and has renounced certain corporate opportunities to related entities in its Articles; corporate opportunity waivers and transaction validations are explicitly disclosed (governance risk mitigated by policy but still a structural concern) .
• Independent Committee must approve material intercompany transactions (> $1mm) and receives quarterly related-party updates .

Expertise & Qualifications

• Deep operating history in media/telecom: CEO of Rainbow Media; CIO and senior strategy roles at Cablevision spanning technology and operations .
• Corporate strategy, large-scale tech and operations leadership; broad governance exposure across Dolan-controlled public companies .

Equity Ownership

• Director RSUs held: 12,989 (separate from beneficial ownership table above; RSUs are subject to settlement rules) .
• Policy prohibits pledging; no pledges disclosed for Thomas C. Dolan .

Potential Conflicts and Related-Party Exposure

Significant, recurring intercompany dealings among MSGE, MSG Sports (MSGS), Sphere Entertainment (SPHR), and AMC Networks (AMCX), with Independent Committee oversight:

• Services and executive-support arrangements:
  • SPHR services: ~$34.0m revenue to MSGE in FY2025 (TSA replaced by Services Agreement January 1, 2025) .
  • MSGS services: ~$42.4m revenue to MSGE in FY2025 .
• Arena License Agreements with MSGS (35-year term):
  • License fee revenue recognized: ~$68.1m (FY2025) .
  • Suite/club revenue sharing expense: ~$125.7m (FY2025) .
  • Shared sponsorship assets revenue sharing expense: ~$7.7m (FY2025) .
• Sponsorship sales agreements with MSGS (commissions generally 12.5%–17.5%): ~$11.4m commissions revenue; ~$9.1m fixed services revenue (FY2025) .
• Aircraft arrangements across Dolan entities (time-sharing/dry-lease and support), with measured intercompany billings (e.g., Sphere paid MSGE $6.4m; MSGS paid $4.9m; MSGE paid MSGS $2.3m; FY2025); also family-entity aircraft arrangements (e.g., Brighid, S2K) and executive personal helicopter allocation shares .

Governance controls: Independent Committee approval for related-party transactions, special policies for SPHR/MSGS/AMCX dealings >$1m, and quarterly internal audit updates; however, corporate opportunity waivers and controlled structure amplify perceived conflict risk despite these mitigations .

Say-on-Pay & Shareholder Feedback (Context)

• 2024 say-on-pay approval: ~98.8% of votes cast in favor; ~96.6% approval among Class A votes, indicating broad support for compensation structure (context for board’s engagement/credibility) .
• Management reported engagement with holders of ~85% of Class A in FY2025 on governance and compensation practices .

Governance Assessment

Key findings for investors:

• Strengths

  • Extensive board- and C-suite-caliber operating experience in media and live entertainment; deep institutional knowledge .
  • Independent committees control Audit and Compensation; robust related-party approval policy and quarterly monitoring .
  • Mandatory director equity holding until 90 days post service; hedging/pledging prohibited, aligning director exposure with shareholders .

• Risks and RED FLAGS

  • Controlled company: Only 25% independent directors; no Lead Independent Director; CEO/Chair dual role—reduced independent counterbalance .
  • Significant interlocks: Thomas C. Dolan sits on SPHR, MSGS, AMCX boards; extensive, material intercompany transactions (arena, sponsorship, services, aircraft) create persistent conflict-of-interest perceptions even with Independent Committee oversight .
  • Concentrated voting control: Dolan Family Group holds 100% of Class B (10:1 votes) for 64.3% combined voting power; Thomas personally holds ~11.2% combined voting power—entrenchment risk versus minority holders .

• Board effectiveness implications

  • Committee exclusion: As a non-independent Class B director, Thomas does not serve on Audit/Comp, limiting direct oversight influence in those areas but reinforcing independence walls for key committees .
  • Attendance: Meets minimum oversight expectations (all directors ≥75%; full annual meeting attendance) but no director-specific rate disclosed .

• Alignment and incentives (director):

  • Cash/equity mix standard for MSGE: $75k cash retainer; ~$160k equity retainer; 2025 total $227,790 for T.C. Dolan; RSUs fully vested with mandatory holding enhances long-term exposure .
  • No director performance metrics; alignment is through equity holding, not PSUs/options .

Overall signal: Thomas C. Dolan brings deep operating knowledge and substantial ownership/voting alignment, but the controlled structure, overlapping directorships, and dense related-party ecosystem remain the central governance overhangs for investor confidence—mitigated but not eliminated by Independent Committee practices and disclosures .