Vincent Tese
Madison Square Garden SportsAbout Vincent Tese
Vincent Tese, age 82, is an independent Class B director of Madison Square Garden Sports Corp. and has served on the Board since September 16, 2015, bringing extensive government, banking, and board-level financial oversight experience; he currently serves on the Audit and Compensation Committees and is designated an SEC “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New York State | Superintendent of Banks | 1983–1985 | Banking supervision leadership |
| NYS Urban Development Corp. | Chairman & CEO | 1985–1987 | Economic development execution |
| New York State | Director of Economic Development | 1987–1994 | Statewide economic policy execution |
| Port Authority of NY & NJ | Commissioner & Vice Chairman | 1991–1995 | Infrastructure and transport oversight |
| FCB Financial Holdings / Florida Community Bank | Executive Chairman (both entities) | 2009–Jan 2019 | Strategic leadership of bank holding company and bank subsidiary |
| Intercontinental Exchange, Inc. | Director | 2004–May 2022 | Market infrastructure governance |
| Cablevision | Director | 1996–2016 | Media/telecom governance |
| MSG Networks | Director | 2010–2015 | Sports media governance |
| Mack-Cali Realty Corporation | Director | 1997–June 2019 | REIT governance |
| The Bear Stearns Companies, Inc. | Director | 1994–2008 | Financial services oversight |
| Gabelli Asset Mgmt.; National Wireless Holdings | Director | Not disclosed | Board service |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| AMC Networks Inc. (NASDAQ: AMCX) | Director | 2016 | Dolan-affiliated company |
| Sphere Entertainment Co. (NYSE: SPHR) | Director | Apr 2020 | Dolan-affiliated company |
| Claros Mortgage Trust (NYSE: CMTG) | Director | Nov 2021 | Public REIT |
| New York Presbyterian Hospital | Trustee | 1996 | Non-profit governance |
| NYU School of Law | Trustee | 1990 | Academic governance |
| New York Racing Association, Inc. | Director | Not disclosed | Industry organization |
Board Governance
- Committee assignments: Audit Committee member and Compensation Committee member; Audit Committee met 4x in FY2025; Compensation Committee met 7x in FY2025 .
- Role/qualification: Audit Committee Financial Expert (SEC definition) .
- Independence: Board determined Tese is independent under NYSE and SEC rules; consideration included his other Dolan-affiliated board roles and a non-officer employment of his brother at affiliated entities; Board deemed these not material to independence .
- Attendance: The Board met 6 times in FY2025; each director attended at least 75% of meetings of the Board and committees on which they served during their service period .
- Controlled company context: Dolan Family Group holds 100% of Class B (10 votes/share) and can elect Class B directors and approve auditor and say-on-pay regardless of other votes; Company does not have a majority-independent board, no nominating/governance committee, and no lead independent director .
- Independent committee oversight: Transactions with MSG Entertainment, Sphere Entertainment, and AMC Networks over $1 million require Independent Committee review/approval; quarterly updates on all related party transactions to Independent Committee .
Fixed Compensation
Director compensation program (FY2025):
| Compensation Element | Amount |
|---|---|
| Annual Cash Retainer | $75,000 |
| Audit/Compensation Committee Member Fee (each) | $15,000 |
| Audit/Compensation Committee Chair Fee | $25,000 |
| Annual Equity Retainer (RSUs) | $160,000 |
Vincent Tese – FY2025 actual director compensation:
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $105,000 |
| Stock Awards (grant date fair value) | $164,318 |
| Total | $269,318 |
Notes:
- Directors received 709 RSUs in December 2024; fair value differences reflect accounting under ASC 718 vs. grant sizing methodology .
- Directors may elect to defer cash retainers into RSUs; Tese is not listed among directors who elected deferrals in 2025 (those were Peltz, Schwartz, Seidenberg) .
- Director RSUs are fully vested at grant but subject to a holding requirement until 90 days post-separation; settled in stock or cash at Committee discretion .
Performance Compensation
| Award Type | Performance Metric(s) | Vesting/Settlement | FY2025 Detail |
|---|---|---|---|
| Director RSUs | None (not performance-conditioned) | Fully vested at grant; holding until 90 days after separation; settled in shares or cash | 709 RSUs granted Dec 2024 to each non-employee director |
Other Directorships & Interlocks
| Company | Type | Status | Interlock/Notes |
|---|---|---|---|
| AMC Networks (AMCX) | Public | Current Director | Dolan family-controlled; related-party transaction policy requires Independent Committee oversight for intercompany arrangements |
| Sphere Entertainment (SPHR) | Public | Current Director | Dolan family-controlled; same oversight policy applies |
| Claros Mortgage Trust (CMTG) | Public REIT | Current Director | Independent of Dolan ecosystem |
| Intercontinental Exchange (ICE) | Public | Former Director (to May 2022) | Large-cap market infra experience |
| Cablevision; MSG Networks; Mack-Cali Realty; Bear Stearns | Public (historic) | Former Director | Media/telecom, REIT, and broker-dealer oversight |
Compensation Committee interlocks: Tese serves on MSGS Compensation Committee; none of the committee members (Cohen, Tese, Vinciquerra) are current/former MSGS executives .
Expertise & Qualifications
- Audit and financial oversight: SEC-designated Audit Committee Financial Expert; multiple public-company audit oversight experiences .
- Government and economic development: Senior roles in New York State economic and banking agencies .
- Banking and REIT governance: Executive Chairman of FCB Financial/Florida Community Bank; director roles at ICE and Mack-Cali Realty .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership – Class A Common Stock | 3,744 shares; percent of class indicated as “*” (<1%) |
| Beneficial Ownership – Class B Common Stock | None disclosed |
| Combined Voting Power | “*” in Stock Ownership Table (de minimis) |
| RSUs Held (as of Jun 30, 2025) | 6,774 units |
| Pledged/Hedged Shares | Company policy prohibits hedging and pledging by directors; no specific pledges for Tese disclosed |
| Director Equity Holding Requirement | Director RSUs held until 90 days post-separation |
Governance Assessment
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Positives:
- Independent director with deep financial, regulatory, and public-company oversight; designated audit committee financial expert .
- Serves on both standing committees (Audit and Compensation), which are comprised solely of independent directors; strong committee workload engagement (4 Audit and 7 Compensation meetings in FY2025) .
- Board-level policies include Independent Committee oversight of intercompany/related party transactions and a clawback policy aligned with NYSE rules; anti-hedging/anti-pledging policy for directors .
-
Risks/Red Flags (contextual to investor confidence):
- Controlled company structure: Dolan Family controls voting outcomes on key matters; Board lacks a majority of independent directors; no nominating/governance committee; no lead independent director .
- Interlocks with Dolan-affiliated entities (AMC Networks, Sphere Entertainment) present potential perceived conflicts; mitigated by Independent Committee transaction oversight and Board independence determinations (including Tese) .
- Related person connection: employment of Tese’s brother at affiliated entities (non-officer roles) through February 2024; Board determined immaterial to independence .
-
Shareholder sentiment signal: Prior say‑on‑pay support in 2024 showed a majority overall and ~92.1% approval among Class A holders, indicating general support for compensation governance, though Class B control dominates outcomes .