Charles P. Dolan
About Charles P. Dolan
Charles P. Dolan, age 37, is a Class B director of Sphere Entertainment Co. (SPHR) since April 17, 2020. He holds a degree from New York University and has been an employee of Knickerbocker Group LLC since 2010. He previously served as a director of MSG Networks (2010–2015) and currently serves on the boards of Madison Square Garden Entertainment (MSGE) and Madison Square Garden Sports (MSGS) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Knickerbocker Group LLC | Employee | 2010–present | N/A |
| MSG Networks (MSGN) | Director | 2010–2015 | N/A |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Madison Square Garden Entertainment (MSGE) | Director | Apr 2023–present | Not disclosed in SPHR proxy |
| Madison Square Garden Sports (MSGS) | Director | 2015–present | Not disclosed in SPHR proxy |
Board Governance
- Independence: Not listed among SPHR’s independent directors under NYSE rules; independent directors are Lhota, Litvin, Perelman, Sykes, Tese, Vogel .
- Committee assignments: None; Audit Committee (Lhota, Tese, Vogel) and Compensation Committee (Lhota, Sykes, Vogel) comprise independent directors only .
- Attendance: The Board met four times in the 2024 Transition Period; all directors on the Board during the period attended at least 75% of Board and committee meetings. 15 directors attended the 2024 annual meeting .
- Controlled company: SPHR is a “controlled company” under NYSE rules; Class B holders elect up to 75% of the Board and voting structure concentrates control with the Dolan Family Group .
Fixed Compensation
| Element | Standard Program | 2024 Transition Period (6 months) | Notes |
|---|---|---|---|
| Annual Cash Retainer | $75,000 | $37,500 | Pro-rated; paid quarterly |
| Committee Member Fee (Audit/Comp) | $15,000 | N/A | Dolan is not on committees |
| Committee Chair Fee (Audit/Comp) | $25,000 | N/A | Dolan is not a chair |
| Meeting Fees | None | None | No meeting fees |
| Director Compensation (TP 2024) | — | Fees: $37,500; Stock awards: $73,917; Total: $111,417 | Individual totals |
Performance Compensation
| Grant Type | Grant Date | Units/Shares | Grant-Date Fair Value | Vesting/Holding |
|---|---|---|---|---|
| RSUs (annual) | Dec 9, 2024 | 1,956 | $73,917 | RSUs are fully vested at grant; subject to holding until 90 days post-service separation |
| Director RSU Holding (as of Dec 31, 2024) | — | 14,757 | N/A | Outstanding RSUs (vested but held per policy) |
Equity structure for non-employee directors: annual equity retainer of $160,000 in RSUs (fully vested at grant, settlement deferred), pro-rated to $80,000 for the 2024 Transition Period, determined by 20-day average price prior to grant .
Other Directorships & Interlocks
- Current public company boards: MSGE (NYSE: MSGE) and MSGS (NYSE: MSGS) .
- Networked family control: SPHR, MSGE, MSGS and AMC Networks are under Dolan Family Group control; numerous intercompany arrangements overseen by Independent Committee for transactions >$1 million .
- Registration rights and coordinated voting: Dolan Family parties have registration rights; Class B voting coordinated via Dolan Family Committee with special approvals for going-private or change-in-control transactions .
Expertise & Qualifications
- Education: Graduate of New York University .
- Industry familiarity: Member of the third generation of Cablevision’s founding family; long-standing familiarity with SPHR’s businesses .
Equity Ownership
| Security | Beneficial Ownership | Percent of Class | Notes |
|---|---|---|---|
| Class A Common Stock | 11,830 | * | Under 1% of Class A; no Class B holdings |
| Class B Common Stock | — | — | None |
| RSUs (Director) | 14,757 units | N/A | Outstanding RSUs held as of Dec 31, 2024 (vested, settlement deferred) |
| Hedging/Pledging | Prohibited | — | Insider Trading Policy prohibits hedging and pledging by directors |
Governance Assessment
- Committee assignments and engagement: No committee roles; minimal formal governance leverage relative to independent committee membership .
- Independence and attendance: Not independent; appears to have met the ≥75% attendance threshold for the period .
- Compensation alignment: Mix of cash retainer and fully-vested RSUs with deferred settlement creates holding alignment; RSU grant and holding policy align directors with stock performance and long-term service .
- Potential conflicts and related-party exposure (RED FLAGS):
- Controlled company status: Concentrated voting power with Dolan Family Group and coordinated Class B voting via the Dolan Family Committee, limiting minority Class A influence (elevated entrenchment risk) .
- Related-party and intercompany arrangements: Aircraft sharing, executive support cost-sharing, and other commercial arrangements with MSGE/MSGS/AMC Networks; oversight by an Independent Committee but continued exposure to conflicts of interest .
- Family employment ties: Ryan T. Dolan, a director and family member, employed by a SPHR subsidiary; indicative of broader family involvement across entities .
- Shareholder signals: Say-on-pay approval ~93.7% in 2024 suggests broad support for compensation practices, though this relates to NEO pay rather than director comp .
Overall, Charles P. Dolan’s role reflects family representation within a controlled governance structure. While director RSU holding requirements and anti-hedging/pledging policies support alignment, the lack of independence, absence of committee responsibilities, and extensive related-party linkages are notable governance risk indicators for investors .