Marianne Dolan Weber

About Marianne Dolan Weber

Independent-minded but not independent under NYSE rules, Marianne Dolan Weber (age 68) has served as a Class B Director of Madison Square Garden Sports Corp. since December 9, 2016, with no board committee assignments at MSGS . She is part of the Dolan family control group and holds significant beneficial ownership (see Equity Ownership), signaling aligned interests with controlling shareholders but raising potential conflict considerations given the controlled-company structure .

Past Roles

External Roles

Board Governance

• Independence: Not independent; MSGS is a controlled company and does not maintain a majority-independent board. Independent directors named exclude Marianne .
• Committees: None at MSGS; Audit and Compensation Committees are comprised solely of independent directors .
• Attendance: Board met 6 times in FY2025; all directors attended ≥75% of board and applicable committee meetings; all incumbent directors attended the 2024 annual meeting .
• Board structure: No lead independent director; Executive Chairman also serves as CEO; controlled voting by Dolan Family Group .

Fixed Compensation

Notes:

• Directors may elect to defer cash fees into RSUs; elected by certain directors in 2025, but not disclosed for Marianne specifically .
• RSU holding requirement until 90 days post-separation (or earlier upon death) .
• Event tickets policy: limited complimentary tickets for MSGS events; additional perquisites at MSG Entertainment and Sphere venues are below SEC reporting thresholds for directors .

Performance Compensation

No performance-linked director compensation is disclosed for Marianne (no PSUs, options, or cash incentives tied to metrics for directors). Director equity awards are time-vested RSUs with holding requirements; performance-based plans apply to executives, not directors .

Other Directorships & Interlocks

• Interlocks across Dolan-controlled entities (MSGE, Sphere, AMC) are extensive; multiple MSGS directors simultaneously serve on sister-company boards, creating potential conflicts that MSGS addresses via Independent Committees and policies (see Related-Party controls) .
• Prior Cablevision/MSG Networks board service reinforces family governance continuity .

Expertise & Qualifications

• Philanthropy and family office leadership; governance experience across Dolan-controlled media and entertainment entities .
• Institutional knowledge of MSGS and affiliated companies’ operations and intercompany arrangements –.

Equity Ownership

Ownership notes:

• Footnotes indicate shared power over certain Class A/B shares via Heartfelt Wings Foundation, Dolan Children Trust, and 2009 Family Trust; disclaimers noted in proxy .
• Insider Trading Policy prohibits hedging and pledging; directors are prohibited from placing securities in margin accounts or pledging company stock, supporting alignment and risk mitigation .

Governance Assessment

• Strengths:
  • Clear director compensation structure with modest cash retainer and annual RSUs subject to holding requirement, driving long-term alignment .
  • Robust Related-Party Transaction Approval Policy and use of Independent Committees overseeing intercompany deals over $1 million; quarterly internal audit reports to the Independent Committee .
  • Mandatory anti-hedging/anti-pledging policy for directors and employees .
• Risks/RED FLAGS:
  • Controlled-company governance: Board lacks majority independence; no nominating committee; no lead independent director; Executive Chairman also CEO, concentrating power .
  • Extensive related-party transactions and overlapping directorships across MSG Entertainment, Sphere Entertainment, and AMC Networks create potential conflicts; reliance on Independent Committee oversight is critical – .
  • Dolan Family Group controls all Class B shares and thus board election and key votes, which can limit minority shareholder influence .
• Shareholder sentiment signal:
  • Say-on-pay support strong at 2024 annual meeting (approx. 97.9% of votes cast; ~92.1% by Class A), indicating limited immediate governance pressure from shareholders despite controlled structure .

Related-Party Exposure Highlights (Context for Conflicts)

• Media rights: MSGS amended local media rights with MSG Networks (Sphere subsidiary) in June 2025; reduced fees and extended term to 2028–29 season, impacting revenue mix and intercompany economics .
• Arena License Agreements: Long-term licenses with MSG Entertainment for Knicks/Rangers at The Garden; annual escalating license fees and shared economics on F&B, suites, sponsorship assets –.
• Shared services and aircraft arrangements: Multiple service agreements and cost-sharing across MSGS, MSG Entertainment, and Sphere, including internal audit and aircraft time-sharing; Independent Committee oversight applies .

Director Compensation Program Reference (for benchmarking)

This program applied to Marianne; her FY2025 total was $239,318 (cash $75,000; stock awards $164,318), consistent with the structure and Topic 718 valuation .

Attendance and Engagement

• Board and committee meeting participation: ≥75% during FY2025 .
• Stockholder engagement: Management engaged holders of over 60% of Class A in FY2025 on governance and compensation topics, informing board discussions .

Notes on Compliance and Policies

• Insider Trading Policy: Prohibits hedging and pledging; sets blackout/trading windows; directors covered .
• Clawback Policy: Applies to executive incentive compensation upon accounting restatement; not applicable to standard director RSUs .
• RSU Holding: Director RSUs held until 90 days post-separation (or earlier upon death) .

Appendix Citations

All data and statements above are sourced from MSGS’s 2025 DEF 14A proxy: .