Ivan Seidenberg
Madison Square Garden SportsAbout Ivan Seidenberg
Ivan Seidenberg (age 78) is a Class A Director at Madison Square Garden Sports Corp. since April 17, 2020 and serves as Chair of the Audit Committee; the Board has designated him an “audit committee financial expert” and determined he is independent under NYSE and SEC rules . He is the former CEO and Chairman of Verizon Communications (CEO 2002–2011; Chairman 2004–2011) and previously served as Chairman and CEO of Bell Atlantic and NYNEX (1995–2002), bringing deep large-cap operational and financial oversight experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verizon Communications, Inc. | Chief Executive Officer | 2002–2011 | Led a major U.S. telecom; board-level leadership as Chairman 2004–2011 |
| Verizon Communications, Inc. | Chairman of the Board | 2004–2011 | Oversight of financial reporting and strategic risk at scale |
| Bell Atlantic Corporation / NYNEX Corporation | Chairman & Chief Executive Officer | 1995–2002 | Predecessors to Verizon; large transformation and integration exposure |
External Roles
| Organization | Board Role | Tenure | Notes |
|---|---|---|---|
| Perella Weinberg Partners | Director | Jun 2021–Apr 2023 | Former directorship; financial services sector |
| BlackRock, Inc. | Director | 2011–May 2020 | Global asset manager; no current MSGS interlock disclosed |
| Boston Properties, Inc. | Director | 2014–2016 | REIT governance experience |
| Current Public Company Boards | — | — | None |
Board Governance
- Committee roles: Audit Committee Chair; members: Seidenberg (Chair), Tese, Vinciquerra; 4 meetings in FY ended June 30, 2025; all members independent; each is an SEC “audit committee financial expert” .
- Attendance: Board met 6 times in FY2025; each director attended at least 75% of Board and applicable committee meetings; all then-incumbent directors attended the 2024 annual meeting .
- Independence: MSGS is a “controlled company” under NYSE rules; not required to have a majority independent board or a nominating committee; maintains independent Audit and Compensation Committees; Board determined Seidenberg is independent .
- Risk oversight: Board delegates risk (including cybersecurity) oversight to Audit Committee; Compensation Committee assesses compensation-related risk .
- Related-party controls: Independent Committee must review and approve related-party transactions ≥$120,000 and has a special approval policy for transactions with MSG Entertainment, Sphere Entertainment, and AMC Networks ≥$1 million; Audit Committee reviews RPTs when serving as Independent Committee .
- Internal audit source: Internal Audit function provided to MSGS by MSG Entertainment under agreement; Audit Committee oversees independence and scope .
- Stockholder engagement and say-on-pay: ~97.9% approval at 2024 annual meeting (including ~92.1% of Class A votes “FOR”)—a positive governance signal regarding compensation practices .
Fixed Compensation
| Component | FY2025 Amount | Detail |
|---|---|---|
| Annual Cash Retainer | $75,000 | Paid quarterly; eligible for Deferred Compensation Election into RSUs |
| Audit Committee Chair Fee | $25,000 | Chair fee; committee member fee is $15,000 (program level) |
| Total Fees Earned or Paid in Cash | $100,000 | Includes value of cash retainer/fees, some or all of which may be received as RSUs via deferral |
| Perquisites | < $10,000 (tickets; excluded) | Aggregate director perqs under $10,000 not included per SEC rule |
Performance Compensation
| Award Type | Grant Date | Units | Grant-Date Fair Value (Aggregate FY2025) | Vesting/Holding | Performance Metrics |
|---|---|---|---|---|---|
| RSU (Annual equity retainer) | Dec 2024 | 709 | Included in $160,738 total FY2025 stock awards | RSUs fully vested at grant; holding until first business day after 90 days post separation; settle in stock or cash at committee’s discretion | None (time-based RSUs; director program) |
| RSU (Deferred Compensation Election in lieu of 2025 cash) | Feb 2025 | 466 | Difference between grant-date fair value of these RSUs and deferred cash retainer included in $160,738 total | Same holding requirement as above | None |
| Aggregate Stock Awards (FY2025) | — | — | $160,738 | Topic 718 valuation; number of units based on 20-day average price per plan | None |
Director compensation program levels: Annual Equity Retainer $160,000; RSUs determined using 20-trading day average price; RSUs for directors are fully vested but subject to holding requirements through the end of service .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None |
| Prior public boards | Perella Weinberg Partners (2021–2023); BlackRock (2011–2020); Boston Properties (2014–2016) |
| MSG-affiliated interlocks | None disclosed for Seidenberg; independence affirmed |
Expertise & Qualifications
- Senior public company CEO/Chair experience (Verizon; Bell Atlantic/NYNEX) .
- Audit Committee financial expert designation; literacy in financial statements .
- Independent director, Class A-elected; governance and risk oversight experience .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Class A common) | None disclosed (“—”) |
| Beneficial ownership (Class B common) | None disclosed (“—”) |
| RSUs held (as of June 30, 2025) | 6,793 units |
| Vested vs. unvested | Director RSUs are fully vested at grant but subject to post-service holding before settlement |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy (short sales/hedging; margin or pledging) |
Governance Assessment
-
Positives:
- Independent Audit Chair and SEC-designated financial expert; formal risk oversight, related-party approval frameworks, and clear whistleblower/complaints procedures strengthen governance .
- Strong attendance and engagement; all directors met ≥75% attendance thresholds; full attendance at the 2024 annual meeting .
- Director equity aligned via RSUs with holding requirements through end of service; hedging and pledging prohibited, supporting alignment and reducing risk signals .
- High say-on-pay support (97.9%) suggests investor confidence in compensation governance .
-
Red flags/monitoring areas:
- Controlled company structure with no nominating committee and no lead independent director; independent representation ~47% (below majority), requiring continued vigilance from independent chairs like Seidenberg .
- Internal Audit provided by MSG Entertainment (related affiliate), although the Audit Committee oversees independence and scope; monitor for robust oversight of affiliate services and related-party transactions .
- Extensive Dolan family influence across boards and ownership—mitigated by Independent Committee policies; continued scrutiny of related-party transactions advisable .
-
Director compensation alignment:
- Cash ($75k) plus chair fee ($25k) is modest with a material equity component ($160k RSU retainer; optional RSU in lieu of cash), promoting alignment; RSU holding requirements further tie director interests to long-term outcomes .