Stephen C. Mills
Madison Square Garden SportsAbout Stephen C. Mills
Independent Class B Director at Madison Square Garden Sports Corp. (MSGS) since April 17, 2020; age 66. Former President (2017–2020) and EVP/GM (2013–2017) of the New York Knicks. Prior roles include COO and Sports Business President of MSG Networks (2003–2009) and multiple roles at the NBA (1984–2000). Education: Princeton University (B.A.). He currently serves on the boards of AMC Networks (since June 2024) and Selective Insurance Group (since September 2020) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New York Knicks (MSGS) | President; EVP & GM | 2013–2020 | Led team operations and roster strategy |
| MSG Networks | COO; Sports Business President | 2003–2009 | Oversaw network operations/business |
| National Basketball Association | Various roles | 1984–2000 | League-level operating roles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AMC Networks (AMCX) | Director | Since Jun 2024 | Dolan-controlled company; interlock with MSGS ecosystem |
| Selective Insurance Group (SIGI) | Director | Since Sep 2020 | Compensation & Human Capital; Corporate Governance & Nominating; Finance & Investments |
| Ariel Investments | Trustee (former) | 2015–Jan 2025 | Audit Committee; fiduciary experience |
| LPGA | Director | Since 2023 | Governance role in pro sports body |
| Hospital for Special Surgery | Board of Advisors | Since 2011 | Healthcare/sports medicine interface |
| Princeton University Varsity Club | Director | Since 2010 | Collegiate athletics governance |
| Ariel Project Level | Director | Since 2025 | Community/education engagement |
Board Governance
- Independence status: Board determined Mills is independent under NYSE/SEC standards, noting he receives fixed monthly pension payments from the Company for prior Knicks service; Board deemed these relationships not material .
- Committee assignments at MSGS: None (not on Audit or Compensation) .
- Attendance: The Board met six times in FY2025 and all directors attended at least 75% of Board and committee meetings; all then-incumbent directors attended the 2024 annual meeting .
- Controlled company: MSGS is a “controlled company” due to the Dolan Family Group’s 100% ownership of Class B shares; as such, MSGS does not have a majority-independent board or a separate nominating committee, though the Compensation Committee is fully independent .
- Executive sessions: Regular executive sessions of independent/non-management directors are held per Governance Guidelines .
- Related-party controls: An Independent Committee of only independent directors must review and approve related-party transactions, including with AMC Networks, Sphere Entertainment, and MSG Entertainment above set thresholds; quarterly updates provided to the Independent Committee .
Fixed Compensation (Director)
| Component | Program Terms (FY2025) | Mills – FY2025 Actual |
|---|---|---|
| Annual Cash Retainer | $75,000 cash (paid quarterly) | $75,000 |
| Committee Member Fee | $15,000 per Audit/Comp member | $0 (no committee service) |
| Committee Chair Fee | $25,000 per Audit/Comp chair | $0 |
| Annual Equity Retainer | $160,000 in RSUs; fully vested at grant, held until 90 days post-separation | $164,318 grant-date fair value (709 RSUs in Dec 2024) |
Notes:
- Directors may elect to defer cash retainers into RSUs annually; RSUs remain subject to holding until post-service settlement .
- Tickets: Up to two tickets per event for up to eight events at The Garden per director (not deemed perquisites); access to certain MSG Entertainment/Sphere events at no cost is a perquisite; aggregate perqs below $10,000 not included in the comp table .
Performance Compensation (Director)
| Equity Instrument | Performance Link | Vesting |
|---|---|---|
| Director RSUs | None (time-based; intended to align with stockholders) | Fully vested on grant; settlement deferred until 90 days after service ends |
Directors do not receive performance-based cash or equity incentives; no director-level performance metrics are disclosed .
Other Directorships & Interlocks
- Interlocks: Mills serves on AMC Networks’ board, a Dolan-controlled entity within the broader MSGS-related ecosystem. MSGS employs strict Independent Committee review for transactions with AMC Networks, Sphere Entertainment, and MSG Entertainment, including thresholds and quarterly reviews, mitigating potential conflicts .
- Additional public board: Selective Insurance Group (SIGI) with substantial committee responsibilities (Compensation & Human Capital; Corporate Governance & Nominating; Finance & Investments) reflecting governance depth .
Expertise & Qualifications
- Sports operations and league experience: Three decades in senior roles across the NBA, Knicks, and MSG properties; former Knicks President/GM and MSG Networks COO .
- Governance/committee experience: Active committee leadership at SIGI; trustee background at Ariel Investments (Audit Committee) .
- Education: Princeton University (B.A.) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (MSGS Class A) | 832 shares; less than 1% of Class A |
| Director RSUs held (aggregate as of Jun 30, 2025) | 4,620 units (settled post-service) |
| Hedging/Pledging | Company policy prohibits directors and employees from short sales/hedging and from pledging or margin accounts, enhancing alignment |
| Ownership guidelines | Director RSUs subject to holding requirement through end of service (deferred settlement) |
Say‑on‑Pay & Shareholder Feedback (Context)
- 2024 say‑on‑pay: Majority support overall; approximately 92.1% of Class A holders approved NEO compensation; Company reports ongoing engagement with holders of over 60% of Class A during FY2025 .
Governance Assessment
Key positives
- Independent director with deep sector expertise and meaningful external committee responsibilities (SIGI), supporting board oversight quality .
- Strong alignment practices for directors (equity retainer with post‑service holding; anti‑hedging/pledging) .
- Formal Independent Committee policy governing related‑party transactions within the Dolan-controlled corporate constellation (AMCX/MSGE/SPHR), with pre-approval and oversight .
Risks and watch items
- Controlled company structure: No majority‑independent board or separate nominating committee; no lead independent director. While compliant, this reduces independent leverage relative to non‑controlled peers .
- Interlocks: Concurrent board service at AMC Networks, a Dolan‑controlled related entity, raises potential perceived conflicts; mitigated by Independent Committee oversight .
- Prior employment ties: Ongoing fixed monthly pension payments for past Knicks employment; the Board concluded independence is intact, but it is a related tie to monitor .
Overall implication for investors
- Mills brings significant operating and governance expertise relevant to MSGS’s core assets, with alignment via equity retainers and restrictive trading policies. Governance risk primarily stems from MSGS’s controlled company status and ecosystem interlocks; the Independent Committee framework is critical to mitigating related‑party exposure .