Bryan Warner
Madison Square Garden SportsAbout Bryan Warner
Bryan Warner, age 40, has served as Senior Vice President, Head of Legal at Madison Square Garden Sports Corp. since October 2024, following roles as Deputy General Counsel & Company Secretary at Budweiser Brewing Company APAC (AB InBev) and prior legal/commercial M&A leadership at AB InBev and Cleary Gottlieb; his remit spans ESG, governance, risk management, securities law and complex transactions . Company FY2025 performance was mixed: revenues were $1.04 billion, operating income $14.8 million, AOI $38.2 million, and Net Income (Loss) attributable to MSGS stockholders was $(22.4) million; the PVP table shows cumulative TSR value of $148.92 and AOI selected as the pay-versus-performance measure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Budweiser Brewing Company APAC Ltd. (AB InBev) | Deputy General Counsel & Company Secretary | Dec 2019 – Oct 2024 | Board governance, stakeholder oversight, ESG, risk management, securities disclosure, M&A and executive compensation support |
| Anheuser-Busch InBev SA/NV | Global Director, Legal Commercial & M&A | Jan 2018 – Dec 2019 | Led complex commercial and M&A legal work across global transactions |
| Cleary Gottlieb Steen & Hamilton LLP | Corporate Associate | Sep 2011 – Dec 2017 | Complex mergers, joint ventures, corporate and securities matters |
External Roles
No current public-company directorships or external board roles disclosed for Mr. Warner .
Fixed Compensation
| Metric | FY2025 | Notes |
|---|---|---|
| Base Salary (rate) | $500,000 | Employment agreement minimum rate |
| Salary Earned (FY2025) | $346,575 | Prorated from Oct 21, 2024 start |
| Target Bonus % of Base | 50% | Minimum target; FY2025 prorated |
| Actual Annual Incentive Paid | $158,333 | FY2025 payout at 95% of target, prorated |
| One-time Sign-on Cash | $500,000 | Make-whole; repay obligation if departure within 1 year absent good reason |
Performance Compensation
Annual Cash Incentive (MPIP) – FY2025
| Component | Metric/Design | Target/Mechanics | Actual Result/Payout |
|---|---|---|---|
| Financial funding | AOI | Pool initially funded solely by AOI vs Board-approved target (0–200%) | Calculated financial component 0.0% due to post-budget investments (roster, coach terminations, media amendments) |
| Strategic modifier | Strategic goals (19 metrics) | Can adjust pool to 0–200% based on strategic execution | Final payout set at 95.0% of target |
| Warner payout | 50% of base (prorated) | Prorated for 8 months from Oct 21, 2024 | $158,333 |
Long-Term Incentive Awards – FY2025 Grants
| Award Type | Grant Date | Units | Grant Date Fair Value | Vesting | Performance Metrics / Payout Curve |
|---|---|---|---|---|---|
| Performance Stock Units (PSUs) | Apr 23, 2025 | 874 | $165,684 | Cliff-vest after 3 years upon certification (measured in FY2027) | Revenues 50% (threshold 85%, max 115%), AOI 50% (threshold 75%, max 125%); payout 0–110% of target |
| Restricted Stock Units (RSUs) | Apr 23, 2025 | 874 | $165,684 | Ratable over 3 years on September 15, subject to continued employment | Stock price-aligned, no performance conditions (time-based) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 174 shares of Class A Common Stock; percent of class denoted “*” (immaterial) |
| Outstanding Unvested Equity (as of Jun 30, 2025) | 1,748 unearned units (PSUs+RSUs at target); market value $365,245 at $208.95/share |
| Options | None disclosed; no options listed in grants or outstanding awards tables |
| Hedging/Pledging | Company policy prohibits hedging and pledging for all employees and directors |
| Ownership Guidelines | Executive stock ownership guidelines not disclosed for Warner; directors have holding requirements via RSUs |
Employment Terms
| Provision | Key Terms |
|---|---|
| Commencement & Role | Start date Oct 21, 2024; Senior Vice President, Head of Legal |
| Compensation eligibility | Base ≥$500,000; annual bonus target ≥50% of base (FY2025 prorated); LTI target ≥$500,000 (FY2025 mid-year grant = $333,334 target) |
| Severance (pre-Oct 21, 2027) | If terminated without cause or resigns for good reason (and cause does not exist): severance ≥ base + target bonus; unpaid prior-year bonus and prorated current-year bonus, subject to separation agreement |
| Death/Disability (pre-Oct 21, 2027) | Unpaid prior-year bonus and prorated current-year bonus (subject to separation agreement, except death) |
| Non-compete | 1-year non-compete post-termination |
| Change-in-Control/Going Private | Double-trigger: if terminated without cause/for good reason following change in control or going private, same severance terms; full vesting of RSUs and PSUs at target; Warner amounts quantified as RSUs $182,622 and PSUs $182,622 (based on $208.95/share) |
| Excise Tax Treatment | Cut-back to maximize after-tax proceeds; no tax gross-up |
| Clawback | NYSE-compliant clawback for erroneously awarded incentive comp upon restatement (applies to current/former execs; 3-year lookback) |
Company Performance & Pay-for-Performance Context
| Metric | FY2025 |
|---|---|
| Revenues | $1.04 billion |
| Operating Income | $14.8 million |
| AOI (Company-selected PVP measure) | $38.2 million (reported as $38,156 thousand in PVP) |
| Net Income (Loss) attributable to MSGS | $(22,438) thousand |
| Cumulative TSR (PVP table value of $100) | $148.92 |
Additional governance and compensation context:
- Compensation Committee is fully independent, met 7 times in FY2025, and engages ClearBridge Compensation Group as independent consultant; program emphasizes at-risk pay, long-term equity, anti-hedging/pledging, and no excise tax gross-ups .
- 2024 Say-on-Pay: Majority support, including approximately 92.1% approval among Class A holders .
- Performance metrics driving incentives: AOI (annual cash) and Revenues/AOI (PSUs) .
Investment Implications
- Alignment: Warner’s equity is entirely in RSUs/PSUs granted in April 2025 with vest dates on September 15 over three years and a PSU cliff in FY2027; policy bans hedging/pledging, and the clawback adds discipline, supporting pay-for-performance alignment .
- Retention/pressure: Severance through Oct 21, 2027 at ≥ base + target bonus with double-trigger acceleration upon change-in-control reduces near-term voluntary departure risk; scheduled RSU vesting could create calendar-based liquidity events, though no options or large ownership stake suggests limited direct selling pressure signal .
- Risk flags: No tax gross-ups; one-time sign-on was subject to repayment if early departure; no related-party transactions disclosed for Warner; governance practices and independent committee oversight mitigate compensation risk .
- Execution capacity: Prior roles in ESG, governance, risk and complex transactions at Budweiser APAC and AB InBev indicate strong proficiency in legal and capital markets matters relevant to MSGS’s sponsorship/media ecosystems and evolving regulatory context .