Nelson Peltz
Madison Square Garden SportsAbout Nelson Peltz
Nelson Peltz (age 83) is a Class A independent director of Madison Square Garden Sports Corp. (MSGS) since September 30, 2015. He is CEO and founding partner of Trian Fund Management (since 2005) and was Chairman/CEO of The Wendy’s Company (formerly Triarc) from 1993–2007; he has been Chairman Emeritus of Wendy’s since September 2024 and previously served as non-executive Chairman from 2007–September 2024 . The Board has determined he is independent under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trian Fund Management, L.P. | CEO & Founding Partner | 2005–present | Recognized by NACD (2010–2012) for governance influence |
| The Wendy’s Company (Triarc) | Chairman & CEO; later Non-Exec Chair; Chairman Emeritus | 1993–2007; 2007–Sep 2024; Sep 2024–present | Leadership of major consumer platforms (Arby’s, Snapple) |
| H. J. Heinz Company | Director | 2006–2013 | Board service at global CPG |
| Ingersoll-Rand plc | Director | 2012–2014 | Industrial operating improvement experience |
| Mondelēz International, Inc. | Director | 2014–2018 | Consumer packaged goods strategy |
| Legg Mason, Inc. | Director | 2009–2014; 2019–Jul 2020 | Asset management oversight |
| Sysco Corporation | Director | 2015–2021 | Foodservice distribution governance |
| The Procter & Gamble Company | Director | Mar 2018–Oct 2021 | Large-cap consumer governance |
| Invesco Ltd. | Director | Nov 2020–Feb 2022 | Global asset manager board service |
| Janus Henderson Group plc | Director | Feb–Nov 2022 | Investment firm governance |
| MSG Networks | Director | 2014–2015 | Prior MSG-affiliate board experience |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Unilever PLC (NYSE: UL) | Director | Since July 2022 | Not disclosed |
Board Governance
- Committee assignments at MSGS: None (not a member of Audit or Compensation; no chair roles) .
- Independence: Board determined Peltz is independent under NYSE and SEC rules .
- Attendance: Board met six times in FY ended June 30, 2025; each director attended at least 75% of Board and applicable committee meetings; all then-incumbent directors attended the 2024 annual meeting of stockholders .
- Class structure: Peltz is a Class A Director; Class A holders elect ~25% of Board (27% for current slate), while Class B holders (Dolan Family Group) elect up to 75%; independent director representation ~47% if all nominees elected .
Fixed Compensation
| Element | Amount/Details | Period/Grant | Notes |
|---|---|---|---|
| Annual Cash Retainer | $75,000 | FY ended June 30, 2025 | Standard non-employee director retainer |
| Committee Member Fee | $15,000 | FY 2025 | Audit/Compensation committees; Peltz has none |
| Committee Chair Fee | $25,000 | FY 2025 | Audit/Compensation chairs; Peltz has none |
| Annual Equity Retainer (RSUs) | $160,000 | FY 2025 | RSUs fully vested at grant; holding requirement until 90 days post-separation |
| Fees Earned or Paid in Cash | $75,000 | FY 2025 | Value may be received as RSUs if deferred |
| Stock Awards (Grant-Date Fair Value) | $161,737 | FY 2025 | Includes 709 RSUs (Dec 2024) plus deferral RSU difference |
| Total Director Compensation | $236,737 | FY 2025 | Per director compensation table |
| Deferral Election | 350 RSUs (Feb 2025) | Calendar 2025 | RSUs in lieu of cash via Deferred Compensation Election |
Additional program features:
- RSUs for directors settle in stock or cash at the Compensation Committee’s election on the first business day following 90 days after separation (immediate settlement upon death) .
- No meeting fees disclosed; cash and committee fees paid quarterly and prorated for partial service .
- Perquisites: ticket value excluded as it was < $10,000 per director .
Performance Compensation
| Metric Category | Applicability to Director Compensation | Evidence |
|---|---|---|
| Performance-based bonuses | Not disclosed for directors | Director program is retainer + RSUs; no PSUs/options for directors |
| Equity tied to financial metrics | Not disclosed for directors | RSUs are time-based with holding requirement, not performance-linked |
MSGS uses performance metrics (Revenue and AOI) for executive PSUs, with FY 2025 payout certified at 106.7% of target (Revenue 103.4%, AOI 110.0%), but these metrics apply to NEOs, not directors .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public company board | Unilever PLC director since July 2022 |
| Prior boards (selected) | P&G, Sysco, Mondelēz, Invesco, Janus Henderson, Legg Mason, Heinz, Ingersoll-Rand |
| MSG-affiliate overlap | Prior director at MSG Networks (2014–2015) |
| Potential interlocks/conflicts | No MSGS disclosure of transactions or conflicts tied to Peltz personally; systemic overlap risks exist broadly due to Dolan-controlled entities and overlapping directors, mitigated via Independent Committee policies |
Expertise & Qualifications
- Over 40 years of business and investment experience, including operating CEO roles at public companies .
- Recognized by NACD as among the most influential in corporate governance (2010, 2011, 2012) .
- Strong strategic planning, operational improvement track record, and deep relationships with institutional investors and capital markets advisors .
Equity Ownership
| Holder | Class | Beneficial Ownership | Percent of Class | Notes |
|---|---|---|---|---|
| Nelson Peltz | Class A Common | 506 | * | Per Stock Ownership Table; “*” denotes less than 1% |
| Nelson Peltz | Class B Common | — | — | No Class B ownership |
| RSUs (Director Stock Plan) | Class A RSUs | 8,382 units (excluded from beneficial ownership) | N/A | Fully vested at grant; holding requirement until post-separation |
Policies limiting risk:
- Hedging and pledging: Company insider trading policy prohibits short sales/hedging and pledging or margining of Company securities by directors and related parties .
- RSU holding requirement: Director RSUs are subject to post-service holding until settlement .
Governance Assessment
-
Strengths:
- Independence and Class A representation: Peltz is an independent Class A director; Board targets ~47% independent director representation; executive sessions of independent directors occur regularly .
- Engagement: Attendance at least 75% of meetings; annual meeting attendance by all incumbents in 2024 .
- Alignment: Equity retainer in RSUs with mandatory holding until post-service enhances long-term alignment; deferral into RSUs increases equity exposure .
- Risk controls: Prohibition on hedging/pledging; related-party transactions overseen by Independent Committee; additional approval policy for intercompany arrangements >$1 million .
-
Weaknesses/Considerations:
- Controlled company structure: Dolan Family Group’s complete control of Class B (10 votes/share) elects 75% of Board and approves key proposals, creating structural governance risk and potential conflicts across MSGS/MSG Entertainment/Sphere/AMC Networks due to overlapping officers/directors .
- Committee roles: Peltz holds no committee assignments; limited direct influence on audit/compensation oversight .
- Director pay is largely fixed/equity-based without performance metrics; while RSU holding promotes alignment, absence of performance link for directors may reduce pay-for-performance signaling (standard in many boards) .
-
RED FLAGS:
- Structural conflicts from overlapping boards and executives across Dolan-controlled entities; Articles of Incorporation renounce certain corporate opportunities, potentially limiting fiduciary recourse in overlap situations .
- Concentrated voting power of Class B holders can override Class A investor preferences on governance proposals .