Brian G. Sweeney
About Brian G. Sweeney
Brian G. Sweeney, age 60, is a Class B Director of Sphere Entertainment Co. (SPHR) who has served on the Board since April 17, 2020. He is not assigned to any Board committee. He previously served as President and later President & Chief Financial Officer of Cablevision, and currently serves on the boards of AMC Networks (AMCX), Madison Square Garden Entertainment (MSGE), and Madison Square Garden Sports (MSGS). He is the brother-in-law of James L. Dolan and other Dolan family directors, underscoring close family ties to SPHR’s controlling shareholder group .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cablevision Systems Corp. | President; President & CFO; SEVP Strategy & Chief of Staff; SVP Strategic Software Solutions; SVP eMedia | President from 2014; President & CFO 2015–2016; SEVP 2013–2014; SVP roles 2000–2013 | Senior leadership roles across finance, strategy, and digital media |
External Roles
| Organization | Ticker | Role | Since | Notes |
|---|---|---|---|---|
| AMC Networks Inc. | AMCX | Director | 2011 | Dolan-family controlled company |
| Madison Square Garden Sports Corp. | MSGS | Director | 2015 | Dolan-family controlled company |
| Madison Square Garden Entertainment Corp. | MSGE | Director | April 2023 | Dolan-family controlled company |
Board Governance
- Independence and class: Sweeney is a Class B Director and is not among the Board’s identified independent directors under NYSE/SEC rules (independent directors are Lhota, Litvin, Perelman, Sykes, Tese, Vogel) .
- Committee assignments: None (Audit Committee: Lhota-Chair, Tese, Vogel; Compensation Committee: Sykes-Chair, Lhota, Vogel) .
- Attendance: During the 2024 Transition Period the Board met 4 times; all directors then serving attended at least 75% of Board and committee meetings. Fifteen directors attended the 2024 annual stockholders’ meeting .
- Board structure: SPHR is a “controlled company” under NYSE rules; it does not maintain a majority of independent directors, nor a governance/nominating committee; the independent Compensation Committee is maintained. The Board has no Lead Independent Director, citing the voting structure as rationale .
- Independent oversight mechanisms: The Audit and Compensation Committees are 100% independent; the Board at times uses Independent Committees to review related-party transactions and intercompany arrangements (policy and scope described below) .
Fixed Compensation (Director)
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Paid quarterly; prorated if partial service |
| Committee member fee (Audit/Comp) | $15,000 | Per committee; annual |
| Committee chair fee (Audit/Comp) | $25,000 | Annual |
| Meeting fees | None | No per-meeting fees |
| Annual equity retainer (standard year) | $160,000 in RSUs | Fully vested at grant; holding requirement until 90 days after separation |
| 2024 Transition equity retainer | $80,000 in RSUs | Halved due to 6-month transition period |
2024 Transition Period—individual amounts (half-year):
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Brian G. Sweeney | 37,500 | 73,917 (1,956 RSUs) | 111,417 |
Additional director program features:
- Deferral: Directors may annually elect to defer cash retainers into RSUs for the following calendar year; no director elected this for 2025 .
- Event access: Up to two tickets per event for up to eight events/year at Sphere (integrally related to Board duties and not treated as perquisites); additional access at MSGE venues is a perquisite; no director exceeded the $10,000 perquisite disclosure threshold in the 2024 Transition Period .
- RSU holding: Director RSUs are fully vested upon grant but held until 90 days post-separation (or earlier on death) .
Performance Compensation (Director)
- There are no performance-based cash or equity incentives for non-employee directors; equity is delivered as RSUs with a holding requirement to reinforce alignment rather than performance metrics .
Other Directorships & Interlocks
- Sweeney serves concurrently on boards of AMCX, MSGE, and MSGS, each with significant overlap with SPHR’s directors and executives. The proxy highlights extensive cross-directorships and executive overlaps among SPHR, MSGE, MSGS, and AMCX, presenting potential conflicts when intercompany arrangements, corporate opportunities, or disputes arise .
Expertise & Qualifications
- Senior operating and financial leadership with Cablevision (including President & CFO), and over two decades in strategy and digital/media roles, providing domain expertise in media/telecom operations, finance, and strategy .
- Not designated by the Board as an “audit committee financial expert” (designation held by Lhota, Tese, Vogel) .
Equity Ownership
- Beneficial ownership and voting power:
- Class A Common Stock: 67,165 shares beneficially owned; combined voting power across classes: 10.6% for shares attributed to him (see breakdown and disclaimers below) .
- Class B Common Stock: 1,025,922 shares attributed via family trusts for his spouse (equal number of Class A issuable upon conversion) .
Breakdown and disclaimers (as disclosed):
- Sole power: 22,427 Class A shares owned personally .
- Shared power: 44,738 Class A shares, including 10,419 Class A shares owned by spouse, 3,414 Class A in trusts for his children (trustee), 24,187 Class A in the Dolan Children Trust for benefit of his spouse, and 6,718 Class A in a 2009 Family Trust for benefit of his spouse. He disclaims beneficial ownership of these shared Class A holdings .
- Class B shares: 1,025,922 Class B shares (and equal Class A upon conversion) through spouse’s trusts (464,392 Class B in Dolan Children Trust for spouse; 561,530 Class B in 2009 Family Trust for spouse). He disclaims beneficial ownership of these Class B holdings .
- Director RSUs held (not included in beneficial ownership table): 24,389 RSUs as of December 31, 2024; director RSUs are excluded from beneficial ownership under the proxy’s methodology and remain subject to the holding requirement until separation .
Controls and pledging/hedging:
- Company policy prohibits directors and covered persons from short sales, hedging transactions unless otherwise permitted, and from placing/pledging Company securities in margin accounts; this mitigates alignment risks from pledging or hedging .
Related-Party Exposure and Conflicts (Dolan Group)
- Family ties: Sweeney is the brother-in-law of James L. Dolan (SPHR CEO/Chair and leading figure across the Dolan entities) and other Dolan family directors, indicating close alignment with the controlling Class B stockholder group .
- Controlled company structure: The Dolan Family Group owns 100% of Class B and 6.0% of Class A, representing 71.8% combined voting power; controlled company exemptions apply and independent director representation is below a majority .
- Intercompany arrangements (examples disclosed for the 2024 Transition Period):
- Shared executive support costs (office space, assistants, security, transportation) among SPHR, MSGE, MSGS (and for certain executives AMCX): SPHR’s portion $377,985 .
- Aircraft arrangements among SPHR, MSGE, MSGS: SPHR paid $3.1 million to MSGE and $1.2 million to MSGS; SPHR’s share of personal aircraft/helicopter allocations for certain executives was $283,136 .
- Additional intercompany commercial arrangements (equipment use, leases, licensing, sponsorships, technology access) not material individually but covered by approval policies .
- Oversight: An Independent Committee must review/approve related-party transactions exceeding SEC thresholds ($120,000) and separately oversees any SPHR–MSGE–MSGS–AMCX arrangements exceeding $1,000,000; quarterly updates cover all such transactions .
Say-on-Pay & Shareholder Feedback
- Say-on-pay (2024 annual meeting): 93.7% of votes cast supported NEO compensation .
- Engagement: Management engaged with holders of over 85% of Class A during the 2024 Transition Period on Board, governance, and compensation matters .
Governance Assessment
Strengths
- Extensive operating and finance background (former President & CFO, Cablevision) relevant to SPHR’s media/venue businesses .
- Board maintains fully independent Audit and Compensation Committees; independent committee process for related-party transactions and intercompany arrangements adds procedural safeguards .
- Hedging/pledging prohibition and director RSU holding requirement support alignment and discourage problematic collateralization of shares .
Risks and potential RED FLAGS
- Not independent; significant familial ties to the Dolan Family Group controlling SPHR, plus cross-directorships across AMCX, MSGE, MSGS create elevated related-party and interlock risks (information flow, corporate opportunities, and transaction fairness) .
- Controlled company status results in fewer independent directors, no governance/nominating committee, and no Lead Independent Director, which may weaken independent oversight and board refreshment processes .
- Ongoing intercompany dealings (aircraft, executive support, services) with material cash flows—even when policy-reviewed—represent recurring conflict vectors requiring robust independent committee vigilance .
Footnotes and references:
- Board and committee attendance and structure; independent director designations .
- Director compensation schedule and individual 2024 Transition Period amounts .
- Beneficial ownership details and disclaimers; Dolan Family Group voting control .
- Hedging/pledging and clawback policies .
- Related-party policies and intercompany arrangements .
- Cross-directorships/conflicts statement .