David Granville-Smith
Madison Square Garden SportsAbout David Granville-Smith
David Granville-Smith (age 58) has served as Executive Vice President of MSGS since June 2023 and concurrently holds EVP roles at Sphere Entertainment and AMC Networks, bringing deep operating and financial experience from A+E Networks (COO/CFO 2016–2023; CFO 2014–2016) and over two decades in media investment banking at J.P. Morgan/Bear Stearns . MSGS’s compensation program ties executive pay to AOI and revenue performance; FY2025 delivered $1.04B revenues, $38.2M AOI, a 97% combined season ticket renewal rate, and record Knicks playoff gate, anchoring pay-for-performance decisions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| A+E Networks | COO & CFO | 2016–2023 | Led finance, tech, operations, and corporate development; drove growth across brand portfolio, ad sales, distribution, digital, and international . |
| A+E Networks | EVP & CFO | 2014–2016 | Oversaw Finance/Accounting, FP&A, Treasury, Tax; supported strategy and value creation . |
| J.P. Morgan | MD, Head of Media (IB) | 2008–2014 | Ran media investment banking; executed major strategic/financing transactions for media/telecom clients . |
| Bear Stearns (acquired by J.P. Morgan 2008) | Various roles | 1991–2008 | Senior media investment banking roles . |
| Smith Barney | M&A Group | 1989–1991 | Executed M&A transactions . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Sphere Entertainment Co. | Executive Vice President | 2023–present | Shared executive; separate compensation paid by Sphere . |
| AMC Networks Inc. | Executive Vice President (non-executive officer at AMC) | 2023–present | Shared executive; separate compensation paid by AMC . |
| Parrish Art Museum | Trustee | Current | Board service in Water Mill, NY . |
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | 21,538 | 800,000 | 800,000 |
| All Other Compensation ($) | 166 | 37,079 | 46,353 |
| Excess Savings Plan – Company Match + Discretionary ($) | — | 17,373 | 25,025 |
| Excess Savings Plan – Executive Contributions ($) | — | — | 22,600 |
| Excess Savings Plan – Balance ($) | — | — | 91,347 |
| Perquisites (aggregate) | — | — | < $10,000 |
Notes:
- Employment agreement minimum base salary not less than $800,000 .
- Participates in standard benefits; perquisites de minimis for FY2025; hedging/pledging prohibited by policy .
Performance Compensation
Annual Incentive (MPIP) – FY2025
| Component | Metric | Target | Actual/Payout | Mechanics | Vesting/Timing |
|---|---|---|---|---|---|
| Cash Bonus | AOI-funded pool, modified by strategic goals | 100% of base salary | 95.0% of target; $760,000 paid | AOI component result 0% vs budget; strategic modifier applied based on 19 measurable goals; final payout 95% | Paid Sept 2025 |
Strategic goal achievements included superior season ticket renewals, merchandise initiatives, new/renewed sponsorships (Abu Dhabi patch partner, Verizon, Pepsi, Benjamin Moore), “fan first” ticketing program expansion, and Rangers’ Centennial preparation .
Long-Term Incentives (Standard Annual)
| Award Type | FY2025 Grant Size | Grant Date Fair Value ($) | Performance Metrics | Payout Curve | Vesting |
|---|---|---|---|---|---|
| Performance Stock Units (PSUs) | 4,243 target units | 882,459 | Revenues (50%), AOI (50%) measured in FY2027; thresholds: Revenues 85%, AOI 75% of target; max 115%/125% | 0–110% of target; 90% at threshold; 110% at/above max | Cliff vest at Sep 15, 2027, post certification |
| Restricted Stock Units (RSUs) | 4,243 units | 882,459 | Stock price alignment (time-based) | N/A | Ratable over 3 years (Sep 15, 2025/2026/2027) |
Additional 2023 special RSU grant: one-time $3.5M (19,508 RSUs) on 6/15/2023 to replace forfeited compensation; vest ratably over 3 years .
Stock Vested – FY2025
| Metric | FY2025 |
|---|---|
| Shares vested | 8,186 |
| Value realized ($) | 1,676,329 |
Equity Ownership & Alignment
| Ownership Detail | Amount | Notes |
|---|---|---|
| Beneficial ownership – Class A shares | 8,163 | <1% of Class A; excludes unvested awards |
| Unvested RSUs (as of 6/30/2025) | 20,618 | 13,006 (special 2023), 3,369 (2024), 4,243 (2025) |
| Unvested PSUs at target (as of 6/30/2025) | 9,296 | 5,053 (2024), 4,243 (2025) |
| Market/payout value of unvested awards ($) | 6,250,530 | Valued at $208.95/share on 6/30/2025 |
| Shares pledged | Not permitted | Insider Trading Policy prohibits pledging/margining |
| Hedging | Prohibited | Insider Trading Policy prohibits hedging unless permitted |
Settlement pressure/vesting calendar:
- RSUs from 2023 special grant vest on Sep 15, 2024/2025/2026; 2024/2025/2026 standard RSUs also vest annually on Sep 15, subject to continued employment .
Employment Terms
| Term | Detail |
|---|---|
| Agreement effective | June 15, 2023 (Granville-Smith Effective Date) |
| Role | Executive Vice President (shared with Sphere Entertainment and AMC Networks) |
| Base salary | ≥ $800,000 |
| Target bonus | ≥ 100% of base |
| LTIP target value | Expected ≥ $1,700,000 annually (FY2024 grant sized at $2,000,000 target) |
| One-time awards | $3,500,000 RSUs (three-year vest); $925,000 cash make-whole with 1-year clawback if resign/terminated for cause |
| Severance (before 6/15/2028) | ≥ 2x (base + target bonus); plus prior-year unpaid bonus and pro rata current-year bonus; full vesting/acceleration of time-based awards; performance-based awards payable subject to criteria; options/SARs vest |
| Non-compete | 1 year post-termination |
| Change-in-control | PSUs vest at target; RSUs cashed or replaced; severance terms not enhanced beyond employment agreement |
Quantified termination scenarios (company-only, as of 6/30/2025; excludes Sphere/AMC):
- Without cause / Good reason: Severance $3,200,000; pro rata bonus $760,000; RSU vest $4,308,131; PSU vest $1,942,399 .
- Death/Disability: Pro rata bonus $760,000; RSU vest $4,308,131; PSU vest $1,942,399 .
- Following change-in-control: Same severance multiples; RSU/PSU vesting at target per award terms .
Clawback: NYSE-compliant policy for recovery of erroneously awarded incentive comp on restatements (effective Dec 1, 2023) .
Performance Compensation
Plan Design and Metrics
| Element | Metric | Weighting | Target Calibration | Payout Range | Notes |
|---|---|---|---|---|---|
| Annual MPIP | AOI pool + Strategic modifier | 100% AOI initial; modifier 0–200% | Budgeted AOI | 0–200% of target | FY2025 financial component 0%; strategic modifier drove 95% payout . |
| PSUs (3-year) | Revenues; AOI | 50%; 50% | FY2027 goals set from long-range plan | 0–110% of target | Thresholds: Revenues 85%; AOI 75%; measured FY2027; confidential targets, payout percentages to be disclosed post-performance . |
Compensation Structure Analysis
- Mix and risk: Significant at-risk pay; average NEOs 70% at-risk; CEO 87%; emphasizes long-term equity (PSUs/RSUs) .
- Metric evolution: AOI definition amended in FY2023 (straight-line lease revenue now included); historical AOI not comparable across periods .
- Governance features: Independent Compensation Committee; ClearBridge Compensation Group as independent consultant; anti-hedging/pledging; no excise tax gross-ups; clawback policy .
Equity Ownership & Alignment
| Category | Data |
|---|---|
| Stock ownership guidelines (executives) | Not disclosed in proxy . |
| Compliance status | Not applicable given lack of disclosed guideline . |
| Director RSU holding requirement | Directors’ RSUs held until 90 days post service end; settled in stock/cash per Committee discretion . |
Related Party & Governance Context
- Overlapping roles and potential conflicts: EVP also serves at Sphere Entertainment and AMC; Dolan family controls 100% of Class B (10x votes) enabling control of key votes; Independent Committee oversees related party transactions (> $1M) and intercompany arrangements .
- Media rights amendments in June 2025: Reduced rights fees and escalators; extended to end of 2028–29; FY2025 rights revenues: Knicks $118.2M, Rangers $39.2M; FY2026 stated fees: Knicks $103.8M, Rangers $35.4M .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay: ~97.9% approval (92.1% of Class A votes “FOR”), with active outreach to holders of >60% of Class A in FY2025 .
Investment Implications
- Strong alignment via multi-year PSUs tied to top-line and AOI, but change-in-control PSUs vest at target, elevating payout certainty under transaction scenarios .
- Retention appears well-supported: one-time make-whole grants and sizeable unvested equity ($6.25M as of 6/30/2025) vesting through FY2027 reduce near-term departure risk; severance set at 2x base+bonus offers predictable economics .
- Governance risks include cross-company roles and Dolan family control; mitigations include Independent Committee oversight and formal related-party policies, but investors should monitor intercompany economics and executive time allocation across entities .
- Near-term selling pressure: regular RSU vesting cadence (Sep 15 annually) and 2023 special RSU tranches may increase potential share deliveries, though hedging/pledging is prohibited and no insider sales are disclosed in the proxy .
Overall, Granville-Smith’s package is weighted to equity and performance with clear severance/change-in-control terms. Alignment is credible via PSUs and RSUs, though transaction vesting at target and the controlled governance structure warrant continued monitoring **[1636519_0001628280-25-046103_msgs-20251023.htm:50]** **[1636519_0001628280-25-046103_msgs-20251023.htm:51]** **[1636519_0001628280-25-046103_msgs-20251023.htm:83]** **[1636519_0001628280-25-046103_msgs-20251023.htm:119]**.