Ryan T. Dolan
Madison Square Garden SportsAbout Ryan T. Dolan
Ryan T. Dolan (age 36) is a Class B director of Madison Square Garden Sports Corp. (MSGS) who has served on the Board since December 11, 2019; he is not assigned to any Board committee and is not classified as an independent director under NYSE/SEC rules given Dolan family affiliations and the Company’s controlled structure . He is Senior Vice President, Interactive Experiences at MSG Ventures (a wholly owned subsidiary of Sphere Entertainment) and previously led interactive initiatives at MSGS from 2016–2019; he is part of the third generation of Cablevision’s founding Dolan family and the son of MSGS Executive Chairman and CEO James L. Dolan .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sphere Entertainment (MSG Ventures) | SVP, Interactive Experiences | Oct 2023–present | Led growth of interactive gaming initiatives |
| Sphere Entertainment (MSG Ventures) | VP, Interactive Experiences | Jun 2019–Oct 2023 | Built interactive experiences platform |
| Madison Square Garden Sports Corp. | Director, Interactive Experiences | 2016–2019 | Drove early interactive initiatives |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Madison Square Garden Entertainment Corp. (MSGE) | Director | Apr 2023–present | Dolan-family controlled affiliate; related-party oversight via Independent Committee at MSGS |
| Sphere Entertainment Co. (SPHR) | Director | Apr 2020–present | Dolan-family controlled affiliate; related-party oversight via Independent Committee at MSGS |
Board Governance
- Independence and structure: MSGS is a “controlled company,” not required to have a majority-independent Board or a separate nominating committee; independent representation is ~47% and Class A director representation ~27% under Articles of Incorporation; holders of Class B shares (Dolan Family Group) can elect up to 75% of the Board .
- Committee assignments: Ryan T. Dolan serves on no standing committees; the Audit and Compensation Committees are composed entirely of independent directors (Ryan is not listed) .
- Attendance: The Board met six times in FY2025; each director attended at least 75% of Board and applicable committee meetings; all then-incumbent directors attended the 2024 annual meeting .
- Executive sessions/lead independent: Independent directors meet in regular executive sessions; the Board does not designate a Lead Independent Director due to the voting structure .
Fixed Compensation
| Component | FY2025 Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Standard for non-employee directors |
| Annual equity retainer | $160,000 (RSUs) | RSUs fully vested at grant but held until 90 days post-separation; typically granted at annual meeting |
| Committee member fee | $15,000 | Audit/Compensation Committee (not applicable to Ryan in FY2025) |
| Committee chair fee | $25,000 | Audit/Compensation Committee chairs (not applicable to Ryan) |
| FY2025 director comp (Ryan T. Dolan) | Cash fees: $75,000; Stock awards: $164,318; Total: $239,318 | Includes 709 RSUs granted in Dec 2024 to each non-employee director; RSU fair value per Topic 718 |
Additional notes
- Perquisites: Up to two tickets per event for up to eight events per year at The Garden (not deemed perqs by MSGS for directors); free tickets to MSG Entertainment/Sphere events are considered perqs though value was < $10,000 per director in FY2025 .
- RSU holding: Director RSUs are fully vested on grant but subject to a holding period until 90 days after separation, settled in stock or cash at Committee discretion .
Performance Compensation
| Performance-linked elements for directors | Disclosure |
|---|---|
| Performance metrics (e.g., AOI, revenue, TSR) | None; director equity is time-based RSUs, not PSUs/options |
Other Directorships & Interlocks
| Entity | Role | Relationship/Interlock | Implication |
|---|---|---|---|
| MSG Entertainment (MSGE) | Director | Dolan-family controlled; significant related-party interactions with MSGS | Related-party transactions with MSGE require MSGS Independent Committee oversight >$1m |
| Sphere Entertainment (SPHR) | Director; executive (SVP) at MSG Ventures | Dolan-family controlled; shared services/transactions with MSGS | Independent Committee reviews transactions; aircraft/time-sharing, services allocations disclosed |
Expertise & Qualifications
- Interactive/gaming and digital experiences: Senior roles building MSG Ventures’ interactive gaming initiatives; operational familiarity with MSGS businesses as third-generation Dolan family member .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A | Class B Shares | Notes |
|---|---|---|---|---|
| Ryan T. Dolan | 576 | * | — | Does not include 4,620 director RSUs (held subject to separation holding requirement) |
| Director RSUs (not counted in beneficial ownership) | 4,620 units (Ryan) | n/a | n/a | RSUs fully vested at grant but held until 90 days post-separation |
| Dolan Family Group (aggregate) | 624,797 (Class A) | 3.2% | 4,529,517 (Class B; 100%) | Combined voting power ~70.8% via Class B control |
Policies affecting alignment and risk
- Hedging/pledging prohibited for directors; insider trading policy also restricts margin accounts .
Governance Assessment
Signals supporting or undermining investor confidence
- Independence and conflicts: Ryan is not independent and is the son of the Executive Chairman/CEO; he holds director roles at Dolan-controlled affiliates (MSGE, Sphere) while those entities engage in ongoing transactions with MSGS—classic related-party risk profile for a controlled company .
- Mitigations: MSGS utilizes Independent Committees (entirely independent directors) to review and approve related-party transactions, with a special policy requiring oversight of any transactions with MSG Entertainment, Sphere Entertainment, and AMC Networks above $1 million and quarterly internal audit updates—this structure is a positive control in a controlled-company context .
- Board process and oversight: Audit and Compensation Committees are fully independent; independent directors meet in executive session; Board and committee attendance thresholds met; however, no Lead Independent Director is designated due to voting structure, which some investors may view as a governance weakness .
- Ownership alignment: Ryan’s direct Class A ownership is de minimis (576 shares), though he holds 4,620 director RSUs subject to a long holding requirement until separation; hedging/pledging bans support alignment, but overall personal ownership signal is limited .
- Say-on-pay and engagement context: Management reported strong 2024 say‑on‑pay support (including approx. 92.1% of Class A) and active shareholder engagement, but this pertains to executives rather than director compensation; still a modestly positive governance sentiment indicator .
Overall view
- Strengths: Independent committee architecture for related-party approvals; independent Audit and Compensation Committees; executive sessions; attendance compliance .
- Red flags: Controlled-company dynamics; extensive family interlocks; absence of Lead Independent Director; Ryan’s lack of committee assignments and limited personal share ownership; ongoing related-party arrangements (e.g., aircraft/time-sharing) among Dolan entities .
Key takeaway: For governance-sensitive investors, Ryan T. Dolan’s presence reflects the Dolan family’s control and interlocks rather than independent oversight; reliance on Independent Committees is essential to mitigate conflict risk, and monitoring related-party transactions and committee autonomy remains critical .