Thomas C. Dolan
Madison Square Garden SportsAbout Thomas C. Dolan
Thomas C. Dolan, 73, has served as a Class B Director of Madison Square Garden Sports Corp. since September 30, 2015. He is not classified as independent under NYSE/SEC rules; the Board’s identified independent directors do not include him. He is a long‑tenured Cablevision executive (strategy, CIO) and former CEO of Rainbow Media, bringing deep operating and industry knowledge to the Dolan-controlled group of companies.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cablevision Systems Corp. | EVP — Strategy & Development, Office of the Chairman | 2008–2016 | Corporate strategy and development leadership |
| Rainbow Media Corp. | Chief Executive Officer | 2004–2005 | Led programming subsidiary (predecessor to AMC Networks) |
| Cablevision Systems Corp. | EVP & CIO; SVP & CIO; VP & CIO | 2001–2005; 1996–2001; 1994–1996 | Enterprise technology, information systems leadership |
| Cablevision Systems Corp. (East End Long Island) | General Manager; System Manager | 1991–1994; 1987–1991 | Regional operating management |
External Roles
| Organization | Role | Tenure | Committee/Notes |
|---|---|---|---|
| AMC Networks Inc. (NASDAQ: AMCX) | Director | Since 2011 | Overlapping board within Dolan-controlled group |
| Madison Square Garden Entertainment Corp. (NYSE: MSGE) | Director | Since April 2023 | Overlapping board |
| Sphere Entertainment Co. (NYSE: SPHR) | Director | Since April 2020 | Overlapping board |
| MSG Networks (prior) | Director | 2010–2021 | Prior affiliated board |
| Cablevision (prior) | Director | 2007–2016 | Prior affiliated board |
Board Governance
- Independence: Not independent (not among the Board’s designated independent directors). MSGS is a “controlled company” under NYSE rules and does not have a majority independent board. Audit and Compensation Committees are fully independent.
- Committee assignments: None (not a member of Audit or Compensation).
- Attendance: The Board met six times in FY2025; all directors met at least 75% attendance for their meetings/committees.
- Executive sessions and leadership: Regular executive sessions of independent directors; the Board does not designate a lead independent director given its voting structure.
- Voting structure context: Class B stock (all held by Dolan Family Group) elects up to 75% of the Board and carries 10 votes per share.
Fixed Compensation (Director)
| Component | Policy/Program | FY2025 Amount for T.C. Dolan |
|---|---|---|
| Annual cash retainer | Standard non‑employee director retainer | $75,000 |
| Committee fees | Audit/Comp member $15,000; chair $25,000 | $0 (no committee roles) |
| Annual equity retainer | RSUs; value determined via 20‑day avg price; fully vested at grant; held until 90 days post‑separation | $164,318 grant-date accounting value; 709 RSUs granted Dec 2024 to each non‑employee director |
| Meeting fees | Not disclosed | — |
| Perquisites | Up to two tickets per event for up to eight events at The Garden; access to MSGE/SPHR event tickets (deemed perqs, generally < $10k) | Provided; aggregate perqs per director < $10k (not in comp table) |
- Total FY2025 Director Compensation (cash + stock awards): $239,318.
Performance Compensation (Director)
Directors do not have performance‑conditioned equity; annual grants are RSUs that vest immediately but are held until 90 days after service ends. No AOI/revenue metrics apply to director pay (those metrics apply to executive NEO awards, not directors).
| Grant | Instrument | RSUs | Grant-Date Value | Vesting/Holding |
|---|---|---|---|---|
| December 2024 | Annual director grant | 709 | $164,318 | Fully vested at grant; settlement deferred until 90 days post‑separation (or earlier on death) |
Other Directorships & Interlocks
- Overlapping roles: Numerous directors and executives serve across MSGS, MSGE, SPHR, and AMC Networks; Board acknowledges potential conflicts and has policies (renunciation of corporate opportunities in certain cases).
- Controlled voting: Dolan Family Group owns 100% of Class B and collectively controls ~70.8% combined voting power via a Stockholders Agreement voting block.
- Independent Committee usage: An Independent Committee of solely independent directors oversees related‑party transactions, including with MSGE, SPHR, and AMC Networks, above specified thresholds.
Expertise & Qualifications
- Deep operating experience in cable/media distribution and enterprise IT from multiple senior roles at Cablevision; CEO experience at Rainbow Media (AMC Networks’ predecessor).
- Longstanding familiarity with MSGS and affiliated entities contributes industry knowledge and institutional memory.
Equity Ownership
| Security | Beneficially Owned | Percent of Class | Combined Voting Power of All Classes |
|---|---|---|---|
| Class A Common Stock | 37,478 | * | 11.5% (with Class B holdings) |
| Class B Common Stock | 739,546 | 16.3% | — |
| Director RSUs (as of 6/30/2025) | 6,774 | — | RSUs fully vested at grant but held until post‑service settlement |
Notes:
- “*” as presented in the stock ownership table; percent of Class A not specified numerically in the excerpt.
- Hedging/pledging: Company policy prohibits short sales/hedging and pledging/margin of Company securities for directors and employees.
Related-Party Exposure (Context for Conflicts)
| Arrangement | FY2025 Amounts/Notes |
|---|---|
| Aircraft/time‑sharing with MSGE/SPHR | MSGS paid MSGE $4,586,372; MSGE and SPHR each paid MSGS $2,300,632; MSGS share of personal aircraft/helicopter for shared executives: $569,077. |
| Group ticket sales & services for MSGE | MSGS recorded ~$5.1 million in revenue. |
| Sublease from MSGE (Two Penn Plaza) | MSGS recorded ~$9.3 million sublease expense. |
| Shared executive support costs | MSGS portion $518,195 (office, assistants, security, transportation). |
| Family employment | Quentin F. Dolan (director; son of CEO) employed by MSGS; FY2025 compensation $1,753,441 (non‑executive role). |
Governance controls:
- Independent Committee oversight and quarterly updates for related‑party transactions; special approval policy for transactions with MSGE, SPHR, AMC Networks.
Governance Assessment
Strengths
- Significant domain expertise and long tenure provide institutional knowledge; broad affiliated board experience.
- Board maintains independent Audit and Compensation Committees; related‑party transactions overseen by an Independent Committee.
- Director equity includes holding requirement until after service ends; anti‑hedging/pledging policy enhances alignment.
- FY2025 Board/committee attendance compliance met (≥75%).
- No delinquent Section 16(a) ownership reports in FY2025.
Risk factors / RED FLAGS
- Not independent; extensive family and affiliated‑company ties; controlled company with Dolan Family Group block voting (100% Class B; ~70.8% combined voting power).
- Overlapping directorships/executive roles across MSGS/MSGE/SPHR/AMCX create ongoing actual/apparent conflicts; corporate opportunities may be allocated to affiliates under charter provisions.
- Meaningful volume of related‑party transactions (aircraft, sublease, services, shared costs) requiring continuous oversight.
- Family employment within MSGS (e.g., Quentin F. Dolan) underscores related‑party exposure.
Shareholder sentiment context
- The 2024 say‑on‑pay proposal received majority support, including ~92.1% approval from Class A holders, indicating generally favorable views on compensation governance at that time.
Appendix: Director Compensation Detail (FY2025)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Thomas C. Dolan | 75,000 | 164,318 | 239,318 |
Appendix: Board Structure Snapshot (FY2025)
- Board meetings: 6; Audit: 4; Compensation: 7.
- Committees and members: Audit (Seidenberg—Chair; Tese; Vinciquerra); Compensation (Cohen—Chair; Tese; Vinciquerra).