Joseph M. Cohen
Madison Square Garden SportsAbout Joseph M. Cohen
Independent Class A director of MSG Sports since April 17, 2020; Chair of the Compensation Committee. Age 78 (2025 proxy). Veteran sports/media operator: former President of MSG Networks (1977–1985), EVP MSG Media & Development (1995–2002), Chairman of the LA Kings (1993–1995), CEO/owner of HTN/“The Switch” predecessors, and co‑founder/director of USA Network. Currently Chairman & CEO of West Ridge Associates; joined AMC Networks’ board in June 2022. The Board has determined he is independent under NYSE/SEC rules (notwithstanding long-standing industry ties to Dolan‑controlled entities).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MSG Networks | President | 1977–1985 | Member of NBA and NHL television committees |
| MSG (Cablevision era) | EVP, MSG Media & Development | 1995–2002 | Media and development leadership |
| Hughes Television Network | CEO; Principal Owner | 1985–1989 | Predecessor entities to HTN/The Switch |
| HTN Communications (predecessor to The Switch) | CEO; Principal Owner | 2003–2013 | Led transmission services growth |
| Los Angeles Kings (NHL) | Chairman | 1993–1995 | Served on NHL Board of Governors |
| Spectacor West / Spectacor Films | President / CEO | 1991–1993 | Board member of Allied Communications, Inc. |
| USA Network | Co‑founder; Director | 1977–1981 | Cable network pioneer |
External Roles
| Organization | Role | Since/Through | Notes |
|---|---|---|---|
| West Ridge Associates | Chairman & CEO | 2013–present | Sports/media consulting; clients include MLB clubs and The Switch |
| The Switch | President of Sports; Independent Consultant | Employee 2013–2018; consultant since 2018 | Ongoing advisory/leadership roles |
| AMC Networks (NASDAQ: AMCX) | Director | June 2022–present | Dolan‑controlled public company |
| Brand Velocity Group Sports | Chairman | April 2022–present | Private equity (sports) |
| Seregh (sports/entertainment real estate platform) | Advisory Board | 2024–present | Advisory role |
| Joe Torre Safe At Home Foundation; Maccabi World Union | Director | — | Non‑profit boards |
| March of Dimes; California Institute of the Arts | Director emeritus; Trustee emeritus | — | Honorary roles |
Board Governance
- Committee assignments: Compensation Committee (Chair); committee is fully independent under NYSE rules. Members currently include Cohen (Chair), Tese and Vinciquerra. FY2025 Compensation Committee met 7 times; FY2024 Audit Committee met 4 times; Board met 5 times in FY2024.
- Independence: MSG Sports is a “controlled company” under NYSE rules and does not have a majority‑independent board, but maintains an independent Compensation Committee; the Board has expressly determined Cohen is independent despite his prior roles at MSG and current AMC Networks directorship (also Dolan‑controlled).
- Attendance: In FY2024, all directors except Charles F. Dolan attended at least 75% of Board and committee meetings held during their service—Cohen met or exceeded this threshold.
- Shareholder engagement: As Compensation Committee Chair, his committee highlighted outreach to holders of nearly 60% of Class A shares in FY2023 to gather feedback on governance/compensation.
Committee Meetings (selected)
| Committee | FY2021 | FY2022 | FY2025 |
|---|---|---|---|
| Compensation | 8 | 12 | 7 |
Fixed Compensation
Annual non‑employee director pay consists of cash retainers and time‑based RSU awards. Perks such as event tickets were below SEC disclosure thresholds (<$10,000). Deferred Compensation Election allows directors to receive cash retainers in RSUs, fully vested at grant but held until 90 days post‑service.
| Metric | FY2021 | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|---|
| Fees Earned or Paid in Cash ($) | 67,000 | 87,500 | 100,000 | 100,000 | 100,000 |
| Stock Awards ($) | 111,021 | 153,012 | 164,464 | 159,871 | 164,318 |
| Total ($) | 178,021 | 240,512 | 264,464 | 259,871 | 264,318 |
Notes:
- FY2024 RSU grant size was 937 units in December 2023 to each non‑employee director; FY2025 RSU grant size was 709 units in December 2024 to each non‑employee director.
- Deferred Compensation Election details: cash retainers may be deferred into RSUs; those RSUs are fully vested at grant and held until 90 days after board service ends.
- Perquisites: value of tickets provided to directors was below $10,000 per director (thus excluded from table).
Performance Compensation
Non‑employee director equity is time‑based RSUs; there are no performance‑conditioned equity awards for directors. Annual grant sizing of RSUs corresponds to the director compensation program (~$160,000 target grant value using 20‑day average price).
| RSU Grant | Date | Units |
|---|---|---|
| Annual Director RSUs | Dec 2023 | 937 units (per director) |
| Annual Director RSUs | Dec 2024 | 709 units (per director) |
Holding requirements: director RSUs are subject to a holding requirement through the end of service on the Board.
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| AMC Networks (NASDAQ: AMCX) | Director | Dolan‑controlled company; Board concluded this relationship is not material and that Cohen is independent. |
Compensation Committee Interlocks: current members (Cohen, Tese, Vinciquerra) are not current or former executive officers of MSG Sports; no interlocks disclosed.
Expertise & Qualifications
- Deep operating experience across sports broadcasting, transmission, team ownership/operations, and media development (MSG Networks President; LA Kings Chairman; HTN/The Switch; USA Network co‑founder).
- Recognitions include Sports Broadcasting Hall of Fame and WWE Hall of Fame; Sports Business Journal’s Champions (2016); Ellis Island Medal of Honor.
Equity Ownership
Hedging/pledging: Company policy prohibits directors from hedging or pledging Company stock (no margin or pledges).
| As‑of Date | Class A Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Oct 17, 2022 | 609 | * | From stock ownership table; “*” denotes less than 1% |
| Apr 14, 2025 | 609 | * | Updated beneficial ownership table |
| RSUs Held (as of fiscal year end) | FY2021 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|
| Aggregate RSUs outstanding | 1,063 | 2,974 | 3,911 | 4,620 |
Recent Form 4 activity (director awards):
- Dec 2023: Reported RSU award consistent with annual grant (937 units).
- Dec 2024: Reported RSU award consistent with annual grant (709 units).
Governance Assessment
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Strengths
- Independent committee leadership: Cohen chairs a fully independent Compensation Committee with active cadence (7 meetings in FY2025), engages independent consultants/counsel, and emphasizes pay‑for‑performance oversight.
- Shareholder engagement: Committee reported direct outreach to holders of ~60% of Class A shares to solicit governance/compensation feedback.
- Alignment via equity: Director pay is equity‑tilted (time‑based RSUs with holding requirements), promoting longer‑term alignment; Cohen’s RSU balance continues to accrete with service.
-
Risk indicators / Red flags to monitor
- Controlled company structure: Board is not majority independent; Dolan family elects up to 75% of directors—heightened governance risk relative to non‑controlled peers.
- Inter‑company ties: Cohen also serves on AMC Networks (Dolan‑controlled) and previously held senior MSG roles; Board has deemed these non‑material for independence, but investors may view cross‑appointments as potential soft conflicts.
- Limited ownership: Beneficial ownership of Class A shares is small (609 shares; <1%)—primary alignment comes from RSUs and holding requirements rather than large open‑market ownership.
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Attendance: Met or exceeded the Company’s 75% attendance threshold for FY2024 (only Charles F. Dolan fell below), supporting engagement expectations.