David Granville-Smith
About David Granville-Smith
David Granville-Smith, 57, has served as Executive Vice President of Sphere Entertainment Co. since June 2023 (also EVP at Madison Square Garden Sports and AMC Networks). Previously he was COO and CFO of A+E Networks (2016–2023) and EVP/CFO (2014–2016), and before that held senior investment banking roles at J.P. Morgan/Bear Stearns (1991–2014) and Smith Barney (1989–1991) . Sphere’s compensation framework links NEO pay to financial and strategic performance, with key measures including AOI, Revenue, and Company strategic objectives used in pay-versus-performance analysis . In the latest say‑on‑pay vote, 93.7% of votes approved NEO compensation, reflecting shareholder support for the pay program’s structure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| A+E Networks | Chief Operating Officer & Chief Financial Officer | Dec 2016 – Jun 2023 | Led Finance, Technology, Media Production/Operations, Engineering/Broadcast, Digital Product; drove growth/value creation across Ad Sales, Distribution, Digital, International; led Corporate Development & Strategy |
| A+E Networks | EVP & Chief Financial Officer | Jul 2014 – Dec 2016 | Oversaw Finance/Accounting, FP&A, Treasury, Tax; enterprise leadership across divisions |
| J.P. Morgan | Managing Director & Head, Media Group (IB) | 2008 – 2014 | Led significant strategic/financing transactions across media/telecom |
| Bear Stearns / J.P. Morgan | Various investment banking roles | 1991 – 2008 | Executed strategic and financing transactions in diversified media/entertainment |
| Smith Barney | M&A Group | 1989 – 1991 | Early-career M&A experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| A+E Networks Latin America | Board member | During A+E tenure | Regional oversight |
| Propagate Content | Board member | During A+E tenure | Content production governance |
| Vice TV | Board member | During A+E tenure | Network JV governance |
| Vice Media | Board member | During A+E tenure | Media company governance |
| Parrish Art Museum | Trustee | Current | Non-profit trustee in NY |
Fixed Compensation
| Component | FY 2023 | FY 2024 | TP 2024 (6 months) |
|---|---|---|---|
| Base Salary ($) | $21,538 | $800,000 | $400,000 |
| Target Bonus (% of Salary) | Not eligible (sign-on cash instead) | ≥100% (per employment agreement) | ≥100% (program framework) |
| Actual Bonus ($) | $925,000 (one-time sign-on cash) | $300,640 | $398,320 |
| Stock Awards ($) | $3,903,864 | $2,308,032 | $945,491 |
| Non-Equity Incentive ($) | — | $499,360 | — |
| All Other Compensation ($) | — | $22,323 | — |
| Total ($) | $4,850,402 | $3,930,355 | $1,743,811 |
- Base salary minimum: not less than $800,000 per employment agreement ; year-end 2024 Transition Period base set at $800,000 .
- Benefits eligibility: not eligible for standard benefits except Excess Savings Plans and life insurance (eligible for broader benefits if MSGS employment terminates while remaining employed at SPHR) .
- Perquisites: aggregate < $10,000 in TP 2024 .
Performance Compensation
| Incentive Type | Metric | Weighting/Structure | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| 2024 TP Cash Incentive (Corporate BU) | Sphere Segment Results; MSG Networks Segment Results | 80% Sphere / 20% MSG Networks; performance-based discretionary cash | Not disclosed | Bonus paid $398,320 for TP 2024 | Cash, paid March 2025 |
| 2024 TP Cash Incentive (Sphere) | Sphere Segment Results | Segment performance & strategic initiatives | Not disclosed | Included in bonus structure | Cash |
| 2024 TP Cash Incentive (MSG Networks) | MSG Networks Segment Results | Segment performance & strategic initiatives | Not disclosed | Included in bonus structure | Cash |
| RSUs – 2024 Transition Period | Stock price alignment | 50% cliff; 50% ratable | N/A | 9,640 cliff RSUs ($472,746 FV); 9,640 ratable RSUs ($472,746 FV) granted 8/27/2024 | Cliff on Sep 15 after 3 years; Ratable on Sep 15 over 3 years |
| PSUs – FY2023 (Converted PSUs) | Converted to time-based; deemed earned at 100% target | N/A (converted) | 100% target | 26,897 PSUs earned at 100% target (settled Sep 15, 2024) | Settled in shares Sep 15, 2024 |
| Special RSU – Sign-on (6/15/2023) | Make-whole | One-time | N/A | $3,500,000 grant date FV; subject to 3-year vesting; 93,484 units vested/settled in TP 2024 | Three-year vesting; accelerated on certain terminations (see Employment Terms) |
- 2024 TP RSU vesting cadence: Cliff RSUs cliff-vest Sep 15 after three years; Ratable RSUs vest ratably Sep 15 over three years .
- 2024 TP option activity: No option exercises for NEOs in TP 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Class A) | 25,612 shares; <1% of class |
| Unvested Awards (Dec 31, 2024) | 157,593 unearned shares/units outstanding (market value $6,354,150) |
| 2024 TP RSUs/Stock Vested | 55,706 shares acquired on vesting; $2,352,464 realized value |
| Excluded from Ownership Table (Unvested) | 150,810 RSUs excluded; 47,011 PSUs excluded (ownership table convention) |
| Hedging/Pledging | Prohibited for directors, employees and immediate households; no margin/pledge; no hedging unless otherwise permitted |
| Clawback Policy | NYSE-compliant; recovers erroneously awarded incentive comp upon restatement for current/former executive officers over prior three fiscal years |
| Ownership Guidelines | Not disclosed for this executive in proxy; ownership table methodology excludes unvested awards |
Employment Terms
- Effective date: Employment agreement dated/effective June 15, 2023; concurrent roles at MSGS and AMC Networks via separate agreements .
- Base salary and bonus: Annual base ≥$800,000; annual target bonus ≥100% of base starting FY2024 .
- Long-term incentives: Expected annual LTI target value ≥$1,700,000; September 2023 annual LTI target $2,000,000 .
- Sign-on awards: One-time RSU with $3,500,000 grant date FV, 3-year vest; one-time cash $925,000 (repayable if resignation without good reason or termination for cause within one year) .
- Severance (before June 15, 2028; without cause or for good reason): Minimum 2× (base + target bonus); unpaid prior-year bonus; prorated current-year bonus; immediate vesting of long-term cash awards; time-based restrictions on RS/RSUs removed subject to performance criteria; unvested options/SARs vest; subject to separation agreement .
- Death/Disability: Prorated bonus; RS/RSUs and PSUs vest (performance PSUs at target if measurement period not completed); options vest; long-term cash awards vest (timing per committee) .
- Non-compete: One year post-termination .
Change-in-Control or Going-Private Economics (Illustrative, as of Dec 31, 2024)
| Element | Amount (USD) |
|---|---|
| Severance | $3,200,000 (2× base + target bonus) |
| Pro rata bonus | $398,320 |
| Unvested restricted stock | $5,269,663 |
| Unvested performance stock | $1,084,487 |
| Unvested stock options | — (no outstanding options) |
- Severance not enhanced by change-of-control; excise tax cutback to maximize after-tax proceeds if applicable .
Performance & Track Record
- A+E Networks leadership: Provided strategic, financial, and operational leadership; oversaw Technology, Media Production/Operations, Engineering/Broadcast, Digital Product; led Corporate Development & Strategy; supported growth/value creation across Brand Portfolio, Ad Sales, Distribution, Digital, International .
- Banking career: Led major media/telecom transactions as MD and Head of Media Group at J.P. Morgan (2008–2014); prior roles at Bear Stearns/J.P. Morgan (1991–2008) and Smith Barney M&A (1989–1991) .
- SPHR performance linkage: Compensation program emphasizes long-term, equity-based alignment; primary performance measures include AOI, Revenue, and strategic objectives for pay-versus-performance disclosures .
Compensation Structure Analysis
- Mix: Significant portion of compensation at risk; long-term incentives outweigh short-term; equity-based compensation central to alignment . For other NEOs, 2024 TP LTI mix was 50% cliff RSUs and 50% ratable RSUs .
- Program governance: Independent compensation committee, independent consultant and counsel; anti‑hedging/pledging; clawback; no excise tax gross‑ups; strong say‑on‑pay support (93.7%) .
- 2023–2025 shifts: PSUs granted in prior years converted and settled; 2024 TP used RSUs rather than new PSUs; cash incentives based on segment performance metrics reflecting the change in fiscal year and unique business developments .
Risk Indicators & Red Flags
- Hedging/Pledging: Prohibited; reduces misalignment risk .
- Change-in-control accelerations: Full vesting of RS/RSUs and PSUs; potential overhang/retention considerations around accelerated vesting .
- Clawback: Present, mitigating restatement risk .
- Related party/perquisites: DGS perquisites < $10,000 in TP 2024; life insurance via MSGS; broader related-party arrangements detailed across Dolan family and aircraft program but no specific red flags linked to DGS .
Equity Ownership & Vesting Schedules (Detail)
| Award | Grant Date | Shares/Units | Grant Date FV | Vesting |
|---|---|---|---|---|
| Special RSU (sign-on) | 06/15/2023 | 140,225 units (93,484 vested in TP 2024) | $3,500,000 | 3-year vest; accelerated on certain terminations |
| FY2023 RSU | 09/01/2023 | 26,897 units | — (not separately disclosed FV in chunk) | Ratable Sep 15 over 3 years |
| FY2023 PSU (Converted) | 09/01/2023 | 26,897 units (earned at 100%) | — | Settled Sep 15, 2024 |
| 2024 TP Cliff RSU | 08/27/2024 | 9,640 units | $472,746 | Cliff Sep 15 after 3 years |
| 2024 TP Ratable RSU | 08/27/2024 | 9,640 units | $472,746 | Ratable Sep 15 over 3 years |
Employment Contracts, Severance, and Change-of-Control Mechanics
- Severance floor: Minimum 2× base + target bonus through June 15, 2028; plus prior-year unpaid bonus and prorated current-year bonus; full vesting of long-term cash awards; RS/RSUs time-based restrictions eliminated (performance criteria must be met); options/SARs vest; subject to separation agreement .
- Death/Disability: Prorated bonus; RS/RSUs and PSUs vest; long-term cash award vesting at target if measurement incomplete; otherwise payable per timing of similarly situated executives; options vest .
- Non-compete: One year post-termination .
- No excise tax gross-up; cutback methodology to maximize after-tax proceeds .
Say-on-Pay & Shareholder Feedback
- 2024 advisory vote: 93.7% approval including majority of Class A votes .
- Committee responsiveness: Program structured to emphasize at-risk, long-term equity alignment, anti-hedging/pledging, clawback, independent oversight .
Investment Implications
- Alignment: High equity exposure via multi-year RSU awards and prior PSUs (converted and settled) aligns DGS with shareholders; hedging/pledging prohibitions strengthen alignment .
- Retention risk: Robust severance (≥2× base+bonus) and broad acceleration of unvested equity on certain terminations before June 15, 2028 reduce near-term attrition risk but create potential event‑driven supply if accelerated vesting occurs .
- Selling pressure: Significant RSU vesting in TP 2024 (55,706 shares; $2.35M realized) can create periodic sell pressure around vest dates; options not a factor (none exercised; no options outstanding for DGS) .
- Pay-for-performance levers: Cash incentives tied to segment performance (Sphere 80%/MSGN 20%) and equity linked to stock performance indicate compensation tied to operational and market outcomes; monitoring AOI/Revenue and strategic execution is key for forecasting payouts and insider liquidity .
- Ownership level: Direct beneficial ownership is modest (<1%), typical for non-CEO NEOs; overall exposure is primarily via unvested equity, emphasizing continued-service and performance conditions .