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Brian G. Sweeney

About Brian G. Sweeney

Brian G. Sweeney (age 61) has served as a Class B Director of Madison Square Garden Sports Corp. since September 30, 2015; he is not identified as an independent director by the Board under NYSE/SEC rules . He previously served as President and later President & Chief Financial Officer of Cablevision (2014–2016), with earlier senior roles in strategy and digital operations (2000–2014) . He is a Dolan family in-law (brother-in-law of James L. Dolan, Marianne Dolan Weber, and Thomas C. Dolan), and currently sits on boards of AMC Networks, MSG Entertainment, and Sphere Entertainment . The Board met six times in FY2025 and all directors attended at least 75% of Board and applicable committee meetings .

Past Roles

OrganizationRoleTenureCommittees/Impact
CablevisionPresident2014–2016Executive leadership of cable/media operations
CablevisionPresident & CFO2015–2016Financial leadership; strategic direction
CablevisionSr. EVP, Strategy & Chief of Staff2013–2014Strategy execution; executive support
CablevisionSVP, Strategic Software Solutions2012–2013Technology/software strategy
CablevisionSVP, eMedia2000–2012Digital/media initiatives
MSG NetworksDirector2010–2021Board oversight
CablevisionDirector2005–2016Board oversight

External Roles

OrganizationRoleTenureCommittees/Impact
AMC Networks Inc.DirectorSince 2011Governance network interlock with Dolan-controlled entities
Madison Square Garden Entertainment Corp.DirectorSince April 2023Board service; Dolan group interlock
Sphere Entertainment Co.DirectorSince April 2020Board service; Dolan group interlock

Board Governance

  • Committee assignments: None at MSGS; not a committee chair .
  • Independence: Not listed among independent directors (independents are Cohen, Mills, Peltz, Schwartz, Seidenberg, Tese, Vinciquerra) .
  • Controlled company: NYSE “controlled company” exemptions; no majority-independent board; Audit and Compensation Committees are fully independent .
  • Attendance: Board met 6 times in FY2025; all directors attended ≥75% of Board and committee meetings during their service .
  • Executive sessions: Regular executive sessions of non-management/independent directors .
  • Board leadership: Combined Executive Chairman/CEO; no lead independent director due to voting structure .

Fixed Compensation

ElementAmount/DesignNotes
Annual cash retainer$75,000Paid quarterly in arrears; prorated if partial service
Committee member fee$15,000Per Audit/Comp Committee membership; not applicable (no committee)
Committee chair fee$25,000Per Audit/Comp Chair; not applicable
Annual equity retainer (RSUs)$160,000Granted at annual meeting; fully vested on grant, subject to holding until separation
PerquisitesTicketsUp to two tickets per event for eight Garden events/year (no perq), plus access to MSGE/Sphere events (perq), non-resalable

Director-specific FY2025 compensation for Brian G. Sweeney:

MetricFY2025
Fees Earned or Paid in Cash ($)$75,000
Stock Awards ($)$164,318
Total ($)$239,318
RSUs granted Dec 2024709 units (to each non-employee director)
RSUs held as of June 30, 20256,774 units

Performance Compensation

  • Directors do not receive performance-linked awards (no PSUs/options for directors); annual equity retainer is RSUs fully vested at grant, with a mandatory holding requirement until 90 days after separation (settled in stock or cash at Committee’s election) .
  • No director bonus metrics apply; performance metrics (AOI, revenues) are used for executives, not directors .

Other Directorships & Interlocks

CompanyRoleInterlock/Notes
AMC Networks (AMCX)DirectorDolan-family controlled; long-standing ties
MSG Entertainment (MSGE)DirectorDolan-family controlled; cross-entity business arrangements
Sphere Entertainment (SPHR)DirectorDolan-family controlled; cross-entity arrangements

Expertise & Qualifications

  • Senior operating and financial leadership at Cablevision (President; President & CFO) with deep experience in strategy, software, and digital media .
  • Extensive board experience across Dolan-controlled media/sports entities, providing institutional knowledge of MSGS and related-party ecosystems .

Equity Ownership

MetricDetail
Class A Common Stock beneficially owned44,686 shares (sole and shared power)
Class B Common Stock beneficially owned676,888 shares (shared power) and equal number of Class A issuable upon conversion
Combined voting power of all classes beneficially owned10.5%
Breakdown (Class A)15,182 shares personally (sole power); 29,504 shares shared power including spouse and trusts; disclaimers as noted
Breakdown (Class B)676,888 shares shared power via spouse-related trusts; disclaimers as noted
RSUs held6,774 units (director retainer; subject to holding until separation)
Hedging/PledgingProhibited for directors and immediate family under Insider Trading Policy
Ownership guidelinesRSUs subject to holding until post-separation settlement; no separate multiple-of-salary guideline disclosed for directors

Governance Assessment

  • Red flags:
    • Not independent; extensive family ties to Dolan family (in-law relationships) with material voting control via Class B stock; Dolan Family Group can elect up to 75% of Board and control combined-class votes .
    • Significant shared beneficial ownership through spouse-related trusts, creating potential related-party exposure and alignment with the controlling group’s interests .
  • Mitigants/Positive signals:
    • Independent Audit and Compensation Committees oversee financial reporting and executive compensation; Independent Committee mandated to review and approve related-party transactions above thresholds and all cross-entity arrangements with MSGE/SPHR/AMCX over $1 million .
    • Mandatory holding requirement on director RSUs enhances long-term alignment; hedging/pledging prohibited .
    • Attendance at least 75% across Board and committees; continued stockholder engagement (management engaged holders of over 60% of Class A in FY2025) .

Say-On-Pay & Shareholder Feedback

  • 2024 say-on-pay received majority support; approximately 92.1% approval among Class A holders and majority overall, which the Compensation Committee considered in program design .
  • 2024 annual meeting: Sweeney re-elected as a Class B director; all Class B nominees received unanimous votes from Class B stockholders under the controlled voting structure .

Compensation Committee Analysis

  • Composition: Cohen (Chair), Tese, Vinciquerra—fully independent .
  • Independent compensation consultant: ClearBridge Compensation Group engaged; Compensation Committee determined advisor independence and no conflicts .
  • Clawback: NYSE-compliant clawback policy effective Dec 1, 2023 covering incentive-based comp for current/former executive officers for three fiscal years preceding any restatement .

Related Party Transactions (Conflict Oversight)

  • Independent Committee reviews and approves related-party transactions under SEC Item 404 thresholds and separately oversees all transactions/arrangements with MSG Entertainment, Sphere Entertainment, and AMC Networks over $1 million, with quarterly internal audit updates on related-party items .
  • Dolan Family voting agreements and registration rights underscore concentrated control and potential for interlocks; Dolan Family Committee structure governs Class B block voting .

Director Compensation (Program Reference)

ComponentFY2025 ProgramMechanics
Cash Retainer$75,000Quarterly; prorated if partial service
Equity Retainer$160,000 RSUsGranted near annual meeting; fully vested; holding until 90 days post-separation
Committee Member$15,000Audit/Comp only; not applicable to Sweeney
Committee Chair$25,000Audit/Comp only; not applicable to Sweeney

Note: Directors may elect to defer cash compensation into RSUs annually (election in prior calendar year). Deferred RSUs are fully vested but subject to the same holding requirement until separation .

Independence, Attendance, Engagement

  • Independence: Not independent (per Board determination under NYSE/SEC rules) .
  • Attendance: ≥75% participation in FY2025; Board met six times .
  • Engagement: Management engaged with holders of over 60% of Class A stock on governance and compensation practices in FY2025 .