James L. Dolan
Madison Square Garden SportsAbout James L. Dolan
James L. Dolan, age 70, is Executive Chairman and Chief Executive Officer of Madison Square Garden Sports Corp. (MSGS). He has served as Executive Chairman since 2015 and returned as CEO in May 2024 after a prior CEO tenure from 2017–April 2020 . In FY2025, MSGS generated $1.04 billion in revenue, operating income of $14.8 million, and Adjusted Operating Income (AOI) of $38.2 million, with Knicks/Rangers ticketing, sponsorship and suites as key drivers . MSGS’s Pay vs Performance table shows the value of an initial $100 in MSGS stock at $148.92 (cumulative TSR basis used in the proxy’s Item 402(v) presentation) for 2025, alongside AOI of $38,156 thousand for that framework .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MSGS | Executive Chairman; CEO | Exec Chair since 2015; CEO 2017–Apr 2020; CEO since May 2024 | Led strategy for Knicks/Rangers and major related-party frameworks; resumed CEO role to drive growth initiatives . |
| MSG Entertainment | Executive Chairman & CEO | Since Dec 2022 | Leadership across venue operations affecting suites, sponsorship, and services agreements impacting MSGS –. |
| Sphere Entertainment | Executive Chairman & CEO | Since Nov 2019 | Oversees affiliate that houses MSG Networks, counterparty for team media rights . |
| AMC Networks | (Non-Executive) Chairman; Director | Director since 2011; Interim Executive Chairman Dec 2022–Feb 2023; Non-Executive Chairman since Feb 2023 | Governance oversight at related controlled company . |
| Cablevision | CEO (and earlier President/VP) | CEO 1995–2016; various roles since 1987 | Built the legacy cable/media platform from which MSG entities were separated . |
| MSG Networks (legacy) | Executive Chairman; Director | 2009–2021 | Led RSN asset prior to Sphere consolidation . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Madison Square Garden Entertainment Corp. (MSGE) | Executive Chairman & CEO | Since Dec 2022 |
| Sphere Entertainment Co. (SPHR) | Executive Chairman & CEO | Since Nov 2019 |
| AMC Networks Inc. (AMCX) | Non-Executive Chairman; Director | Chairman since Feb 2023 (also Interim Executive Chairman Dec 2022–Feb 2023); Director since 2011 |
Fixed Compensation
| Component | FY2025 Target/Terms | FY2025 Actual | Notes |
|---|---|---|---|
| Base Salary | $1,600,000 | $1,600,000 | Per renewal employment agreement effective July 1, 2024 . |
| Target Annual Bonus % | ≥200% of salary | 200% | Contract minimum target . |
| Annual Bonus Paid | — | $3,040,000 | Payout at 95% of target under MPIP; calculated on $1.6m base × 200% × 95% . |
| Benefits | Limited; participates in Excess Savings Plan/EDC Plan; not in standard medical due to MSGE benefits | See perqs below | Structure per employment agreement . |
| Perquisites | Car/driver; aircraft & helicopter personal use; executive security; executive wellness | $323,019 perqs: Car/driver $73,642; Aircraft $249,215; (Security/Other below thresholds) | Costs shared across MSGS/MSGE/Sphere; 2025 perqs table . |
Performance Compensation
- Annual incentive framework (MPIP): Initial funding solely on AOI vs budget; then a strategic objectives modifier adjusts the AOI-funded pool within 0–200% .
- FY2025 outcomes:
- AOI component result: 0% due to higher luxury tax/player investments, coach termination costs, and media rights amendments; no discretionary “equitable adjustments” made .
- Strategic modifier: Recognized achievements across renewals, sponsorships, merchandise, fan database initiatives, and efficiency tooling; final payout set at 95% of target .
| Metric (Plan) | Weight | Target Basis | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|
| AOI (Annual Incentive) | 100% initial pool | FY2025 AOI vs budget | 0% AOI result; strategic modifier set final to 95% | Cash paid Sept 2025 . |
| Strategic Objectives (Modifier) | N/A (modifier) | 19 measurable goals across revenue growth and AOI efficiency | Positive achievement → set overall to 95% | Applies to annual pool . |
| PSUs (LTI) | 50% of LTI | FY2027 Revenues (50%) and AOI (50%); threshold 90% payout at 85%/75% of targets; max 110% at 115%/125% | Performance measured in FY2027 | Cliff-vest after 3 years upon certification; settlement post 9/15/2027 . |
| RSUs (LTI) | 50% of LTI | Time-based | N/A | Ratable over 3 years on 9/15 each year . |
LTI Awards Granted in FY2025
| Award Type | Grant Date | Target Units | Grant-Date Fair Value | Key Terms |
|---|---|---|---|---|
| PSUs | 8/29/2024 | 19,464 | $4,048,123 | 3-year cliff; metrics FY2027 Rev/AOI; payout 0–110% . |
| RSUs | 8/29/2024 | 19,464 | $4,048,123 | Vest 1/3 each on 9/15/2025–2027 . |
Outstanding and Vested Equity
| Category | Units | Market/Value | Notes |
|---|---|---|---|
| Total unvested (target PSUs + RSUs) at 6/30/2025 | 90,323 | $18,872,991 (at $208.95/share) | Includes 2023, 2024, 2025 grants; see breakdown below . |
| Stock vested in FY2025 (shares) | 38,032 | $7,788,193 | Vested value at $204.78 on 9/13/2024 . |
Breakdown of J. Dolan’s unvested awards at 6/30/2025:
- 2023 grant: 6,375 RSUs and 19,125 target PSUs .
- 2024 grant: 10,358 RSUs and 15,537 target PSUs .
- 2025 grant: 19,464 RSUs and 19,464 target PSUs .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 229,211 Class A (1.2%); 1,443,004 Class B (31.9%); combined voting power 22.6% for J. Dolan; Dolan Family Group collectively holds 100% of Class B and 70.8% combined voting power – . |
| Unvested awards exclusion | Excludes unvested 37,681 RSUs and 54,527 target PSUs from beneficial totals (held under plans) . |
| Hedging & pledging | Company policy prohibits hedging and pledging (including margin accounts), reducing misalignment risks . |
| Ownership guidelines | Proxy discloses three-year vesting and director RSU holding requirements; no explicit executive multiple of salary ownership guideline disclosed . |
Employment Terms
| Term | Key Provisions |
|---|---|
| Agreement | Renewal employment agreement effective July 1, 2024, recognizing dual employment at MSGE and Sphere; MSGS terms summarized here . |
| Base/Bonus/LTI | Base ≥$1.6m; target bonus ≥200% of salary; annual LTI target value ≥$7.8m starting FY2025 . |
| Severance | If terminated without cause/for good reason on or before June 30, 2027: minimum 2×(base + target bonus); unpaid prior-year bonus + pro-rata current-year bonus; immediate vesting of time-based RSUs/stock options; PSUs payable subject to performance criteria; unvested long-term cash awards vest . |
| Post-2027 | After June 30, 2027 (scheduled expiration), no multiple or pro-rata bonus; vesting terms on equity/long-term cash remain per plan . |
| Death/Disability | Similar vesting protection; long-term cash awards at target if performance period not completed . |
| Change in Control | PSUs vest at target on change in control (regardless of termination); RSUs cashed at deal price or replaced and vest on earliest of scheduled vesting, death, qualifying termination, or in some cases a limited post-CIC resignation window if replacement awards issued . |
| Restrictive Covenants | One-year non-compete post-termination . |
| Clawback | NYSE-compliant clawback policy effective Dec 1, 2023 (covers 3 fiscal years pre-restatement) . |
| Gross-ups | No excise tax gross-up; cutback to avoid 280G excise if beneficial . |
Quantified severance scenario (company-only; excludes affiliate companies), as of 6/30/2025:
- Without cause/for good reason: Severance $9.6m; pro-rata bonus $3.04m; RSUs $7.56m; PSUs at target $11.31m (valued at $208.95) –.
Director/Board Governance and Dual-Role Implications
- Role/Service: Class B Director since March 4, 2015; currently Executive Chairman & CEO; no committee memberships .
- Board structure: Combined Chair/CEO; no Lead Independent Director (board cites voting structure); independent executive sessions held .
- Controlled company: Exempts MSGS from NYSE requirements for majority independent board and a nominating committee; MSGS maintains independent Audit and Compensation Committees –.
- Independence and composition: Approx. 47% independent directors; Class A–elected directors comprise ~27% of board, meeting 25% minimum in charter .
- Voting control: Dolan Family Group (holds 100% of Class B; 10 votes/share) can elect all Class B directors and approve auditor appointment and say‑on‑pay regardless of Class A votes .
- Related-party governance: Extensive intercompany agreements with MSGE/Sphere/AMCX overseen by Independent Committee(s), including $1m+ approval threshold and quarterly reviews –.
- Board meetings: 6 meetings in FY2025; all directors ≥75% attendance at Board/committees served .
Implications: The combined Chair/CEO under a controlled structure heightens independence concerns; however, key committees are fully independent, and Independent Committees review related-party transactions. The family’s super-voting control materially influences director elections and advisory votes – .
Related Party Transactions (selected, governance relevance)
- MSG Networks media rights (Sphere affiliate): Amended June 2025 to reduce fees, eliminate escalator, and align term through 2028–29 season; FY2025 media rights revenue (incl. audio): Knicks $118.2m; Rangers $39.2m; FY2026 stated fees: Knicks $103.8m; Rangers $35.4m .
- Arena License Agreements (with MSGE): 35-year term; escalating license fees; FY2025 expense $67.6m; revenue sharing on F&B ($13.1m revenue to MSGS); suite/club revenue share (MSG Sports share 67.5% for all-event packages; other constructs vary); shared sponsorship assets (MSG Sports 47.5%) –.
- Sponsorship sales representation (MSGE): Commissions generally 12.5% (up to 17.5% above targets) plus operations fee; FY2025 commission expense ~$11.4m; operations expense ~$9.1m .
- Aircraft and executive support cost sharing among MSGS/MSGE/Sphere; MSGS’s FY2025 personal aircraft/helicopter allocation $569,077; aircraft cross-usage payments between affiliates also disclosed .
These arrangements are systematically reviewed by Independent Committees, but they underscore potential conflicts given overlapping leadership and board interlocks .
Compensation Structure Analysis
- Mix and risk: CEO pay is heavily at‑risk (87% at risk for CEO; majority in long-term equity), aligning with stated philosophy –.
- Metric rigor: AOI and revenues drive PSUs; threshold/maximum levels (85–115% for revenue; 75–125% for AOI) with 90–110% payout slope .
- Annual plan flexibility: Despite AOI result at 0% in FY2025, the strategic modifier yielded a 95% payout, which weakens direct financial linkage in a down‑AOI year—even though stated drivers were strategic investments (roster, coaching, media rights) –.
- Governance features: Independent Compensation Committee, independent consultant (ClearBridge), anti-hedge/pledge, clawback, no excise tax gross-up; limited use of peer groups, citing limited public comps – –.
- Perquisites: Material personal aircraft and transport/security benefits are shared across affiliates and are sizable, a governance optics risk for some investors .
Equity Ownership & Alignment (detail table)
| Holder | Class A | % Class A | Class B | % Class B | Combined Voting Power |
|---|---|---|---|---|---|
| James L. Dolan | 229,211 | 1.2% | 1,443,004 | 31.9% | 22.6% |
| Dolan Family Group | 624,797 | 3.2% | 4,529,517 | 100.0% | 70.8% |
Notes: Unvested equity under plans excluded from beneficial ownership; J. Dolan unvested holdings include 37,681 RSUs and 54,527 target PSUs .
Director Compensation and Say‑on‑Pay Signals
- 2024 say‑on‑pay approval: ~97.9% of votes cast (including ~92.1% of Class A votes) supported; 2025 proxy includes another advisory vote .
- Director pay is modest with RSUs held until post‑service; committee chairs receive additional cash retainers –.
Risk Indicators & Red Flags
- Controlled company with combined Chair/CEO and no Lead Independent Director .
- Extensive related‑party transactions with affiliates led by same executive; though overseen by Independent Committees, conflicts can arise –.
- Annual bonus paid at 95% despite AOI result of 0% due to strategic modifier—pay-for-performance optics risk –.
- Significant perqs (personal aircraft, car/driver, security), although cost‑shared .
- Positive mitigants: Anti‑hedge/pledge policy; NYSE-compliant clawback; independent Compensation and Audit Committees –.
Qualifications/Background Highlights
- Longstanding leadership in sports and media: CEO/Chair roles at MSGS, MSGE, Sphere; prior Cablevision CEO .
- Board governance experience across related public companies (AMCX) .
- No formal education details provided in proxy (not disclosed).
Director Board Service History and Committee Roles (J. Dolan)
- MSGS Class B Director since March 4, 2015; Executive Chairman and CEO; no committee memberships .
- Dual‑role implications: Combined Chair/CEO in a controlled company with no Lead Independent Director may concentrate power and reduce independent counterbalances; company cites benefits of strategic continuity and voting structure .
Deferred Compensation, Pension, and Other Benefits
- Excess Savings Plan: Executive contributions $63,731; company contributions $78,005; aggregate balance $1,184,039 (FY2025) .
- Excess Cash Balance Plan present value: $301,539 (frozen plan accruals/interest credits) .
- Clawback: Applies to incentive-based compensation for 3 fiscal years pre‑restatement .
Investment Implications
- Alignment: High at‑risk mix, multi‑year PSUs tied to revenue/AOI, anti‑hedge/pledge and clawback support alignment. Large unvested equity ($18.9m at 6/30/2025) and scheduled RSU/PSU vesting can create periodic supply but also long-term retention .
- Governance risk premium: Controlled structure, dual leadership, and extensive related‑party transactions (media rights, arena, sponsorship) could justify a governance discount; however, Independent Committees and strong say‑on‑pay support mitigate somewhat – .
- Pay practice watchlist: The 2025 bonus at 95% despite AOI 0% underscores flexibility that can weaken financial discipline optics; investors should monitor how 2026–2027 PSU metrics (Rev/AOI) are ultimately certified to assess true pay-for-performance –.
- Strategic execution: FY2025 commercial momentum (record suite revenues, high renewal rates, new sponsors, playoff revenue) demonstrates operational strength; media rights amendments reduce near-term fees but may stabilize distribution, affecting AOI in future years .
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