Paul J. Dolan - Director | Madison Square Garden Sports (MSGS) Executive Profile & Compensation

About Paul J. Dolan

Paul J. Dolan, age 67, is a Class B Director of Madison Square Garden Sports Corp. (MSGS) since December 11, 2019; he is not assigned to any MSGS board committee and is not considered independent under NYSE/SEC standards given the Company’s controlled status and Dolan family affiliations . He serves as Chairman & Chief Executive Officer of the Cleveland Guardians (MLB), has served on multiple MLB committees, and previously served on public company boards including The J.M. Smucker Company (executive compensation chair 2017–Aug 2022) . He is a cousin of Executive Chairman/CEO James L. Dolan and other Dolan family directors .

Past Roles

Organization	Role	Tenure	Committees/Impact
Cleveland Guardians (MLB)	Chairman & Chief Executive Officer	2010–present	Serves on MLB Ownership Committee, Diversity & Inclusion Committee, and Executive Council
Cleveland Guardians (MLB)	President	2004–2010	Senior leadership of MLB club
Cleveland Guardians (MLB)	Vice President & General Counsel	2000–2004	Legal and governance leadership
The J.M. Smucker Company	Director; Chair, Executive Compensation Committee	Director 2006–2023; Chair 2017–Aug 2022	Exec comp oversight and policy leadership
Fast Ball Sports Productions	Chairman & CEO	2006–2012	Sports media leadership
MSG Networks	Director	2015–2021	Board service at affiliate
Cablevision	Director	2015–2016	Board service at prior affiliate

External Roles

Organization	Ticker	Role	Tenure	Committees/Notes
Madison Square Garden Entertainment Corp.	MSGE	Director	Since Apr 2023	Affiliate board (Dolan-controlled)
Sphere Entertainment Co.	SPHR	Director	Since 2020	Affiliate board (Dolan-controlled)
Dix & Eaton	Private	Director	Since 2014	Communications/PR firm
Major League Baseball	—	Ownership Committee; Diversity & Inclusion Committee; Executive Council	Current	League governance roles

Board Governance

Committee assignments at MSGS: none .
Independence: Not listed among MSGS independent directors; Board deems seven other directors independent. MSGS is a “controlled company” and does not have a majority independent board nor a nominating/governance committee; Audit and Compensation Committees are fully independent .
Years of service: Class B Director since December 11, 2019 .
Attendance: The Board met 6 times in FY2025; each director attended at least 75% of meetings of the Board and their committees .
Executive sessions: Non-management/independent directors meet in regular executive sessions .
Intercompany/conflict controls: Any transactions with MSG Entertainment, Sphere Entertainment, or AMC Networks over $1 million are reviewed/approved by an Independent Committee; related-party transactions are subject to policy and quarterly internal audit updates .

Fixed Compensation (Director)

Component	FY2025 Amount	Notes
Annual Cash Retainer	$75,000	Standard cash retainer
Committee Fees	$0	No committee assignments; program fees are $15,000 member / $25,000 chair if applicable
Equity Grant (RSUs) – Grant Date Fair Value	$164,318	Director annual equity retainer program target $160,000; fully vested on grant with holding requirement until 90 days post-separation
Total FY2025 Director Pay	$239,318	Sum of cash and equity

Director compensation program (structure): $75,000 cash retainer; $160,000 annual RSU grant; committee member $15,000; committee chair $25,000; optional deferral of cash into RSUs; RSUs fully vested at grant but subject to post-service holding requirement .

Performance Compensation

Performance Metric(s) Tied to Director Pay	Details
None	Non-employee directors receive time-based RSUs only; fully vested on grant with post-service holding requirement; no performance metrics apply .

Other Directorships & Interlocks

Public company boards: MSG Entertainment (MSGE), Sphere Entertainment (SPHR) – both Dolan-controlled affiliates .
Prior public company boards: The J.M. Smucker Company (Director 2006–2023; Exec Comp Committee Chair 2017–Aug 2022), MSG Networks (2015–2021), Cablevision (2015–2016) .
League/industry roles: MLB Ownership Committee, Diversity & Inclusion Committee, Executive Council .

Expertise & Qualifications

Sports team ownership and operations executive (MLB club Chairman/CEO since 2010) .
Compensation governance expertise (former chair of J.M. Smucker Executive Compensation Committee) .
Media and sports business experience (former MSG Networks director; sports media CEO at Fast Ball Sports Productions) .

Equity Ownership

Item	Measure	Notes
Class A Common Stock Beneficial Ownership	75,683 shares; percent of class “*”	“*” denotes less than 1%
Class B Common Stock Beneficial Ownership	1,135,085 shares; 25.1% of Class B	Significant super-voting stake
Combined Voting Power (All Classes)	17.6%	Reflects Class B 10:1 voting
RSUs Held (as of 6/30/2025)	4,581 units	Director RSUs fully vested but held until post-service
Beneficial Ownership Footnote	Disclaims beneficial ownership of 75,683 Class A and 1,135,085 Class B shares; roles as trustee/co-trustee across specified Dolan family trusts (e.g., CFD 2009 Trust; Dolan Children Trusts)	Trust capacities detailed; disclaimed ownership
Hedging/Pledging Policy	Company policy prohibits directors from hedging or pledging Company securities (including margin accounts), absent Company permission	Applies to all directors

Governance Assessment

Board independence and control
- RED FLAG: Not independent; member of the Dolan family group; MSGS is a controlled company without a majority-independent board or a nominating/governance committee, concentrating influence among Class B holders .
- Mitigant: Audit and Compensation Committees are fully independent; Independent Committees review/approve intercompany and related-party transactions over $1 million and receive quarterly internal audit reports .
Voting influence and ownership alignment
- Significant voting power (17.6% combined), largely via Class B/control group trusts, albeit with disclaimers due to trustee/co-trustee capacities; high influence but formal disclaimed beneficial ownership warrants careful reading by investors .
- Director RSU grants are subject to a post-service holding requirement, supporting longer-term alignment, though grants are time-based (no performance hurdles) .
Attendance and engagement
- Met minimum attendance (≥75%); board held six meetings in FY2025. Executive sessions of non-management/independent directors are held regularly, supporting independent oversight processes .
Potential conflicts/interlocks
- RED FLAG: Multiple affiliate directorships (MSGE, SPHR) within the Dolan-controlled ecosystem can create perceived conflicts on intercompany matters .
- Mitigant: Transactions with MSG Entertainment/Sphere/AMC are overseen by an Independent Committee with defined approval thresholds and policies .
Compensation signals (director-level)
- Director pay mix is standard for MSGS: $75k cash plus ~$160k equity; no meeting fees; no committee fees for Mr. Dolan due to no committee assignments .
- Perquisites for directors are de minimis (<$10k disclosed threshold) and not included in totals; event tickets are provided for board-related engagement .
Broader compensation governance context
- Company prohibits director hedging/pledging; maintains a clawback policy for executive incentive comp (broader governance control, though primarily executive-focused) .
- 2024 say-on-pay advisory support was strong, with 92.1% of Class A support, indicating general investor alignment with compensation practices at the executive level .

Overall assessment: Dolan’s deep operating expertise in professional sports and prior compensation committee leadership add relevant skills. However, his non-independence, family ties, and sizable voting influence within a controlled-company structure are governance risk factors that merit monitoring around intercompany dealings; independence safeguards via committee structures and related-party approval policies partially mitigate these concerns .