James L. Dolan
About James L. Dolan
James L. Dolan, 69, is Executive Chairman and Chief Executive Officer of Sphere Entertainment Co. (SPHR) and has served as a director and in these roles since November 2019; he also serves as Executive Chairman and CEO of MSG Entertainment (MSGE), Executive Chairman (since 2015) and CEO (since May 2024) of MSG Sports (MSGS), and Non‑Executive Chairman of AMC Networks (AMCX) . SPHR’s recent “2024 Transition Period” (six months ended 12/31/2024) produced $536.2 million in revenue, operating loss of $260.6 million, and Adjusted Operating Income (AOI) of $22.7 million, with operational milestones in Sphere Las Vegas and expansion plans for Abu Dhabi . In Pay‑Versus‑Performance disclosures, SPHR reported total shareholder return (TSR) index of 116.44 and net loss of $231.2 million for TP 2024, aligning CEO “Compensation Actually Paid” (CAP) with equity value changes and stock performance .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Sphere Entertainment Co. | Executive Chairman & CEO; Director | Nov 2019–present | Leads SPHR’s Sphere and MSG Networks segments and strategic expansion (e.g., Sphere Abu Dhabi) . |
| MSG Entertainment (MSGE) | Executive Chairman & CEO; Director | Dec 2022–present | Oversees venue and entertainment portfolio post‑distribution; overlapping leadership across Dolan entities . |
| MSG Sports (MSGS) | Executive Chairman (since 2015); CEO (since May 2024) | 2015–present | Executive leadership of sports assets (Knicks/Rangers owner), governance and strategy . |
| AMC Networks (AMCX) | Non‑Executive Chairman (since Feb 2023); Interim Executive Chairman (Dec 2022–Feb 2023); Director (since 2011) | 2011–present | Board leadership at AMCX; prior Cablevision programming subsidiary heritage . |
| MSG Networks (MSGN) | Executive Chairman; Director | 2009–Jul 2021 | Led regional sports network until merger into SPHR structure . |
| Cablevision Systems | CEO; President; Vice President | CEO 1995–2016; President 1998–2014; VP 1987–1992 | Long‑tenured cable operator leadership; predecessor to AMCX spin and Dolan media ecosystem . |
| Rainbow Media (AMCX predecessor) | CEO | 1992–1995 | Programming leadership before AMCX separation . |
External Roles
| Company | Role | Years |
|---|---|---|
| AMC Networks (AMCX) | Non‑Executive Chairman; Director | 2023–present; Director since 2011 |
| MSG Entertainment (MSGE) | Executive Chairman & CEO; Director | 2022–present |
| MSG Sports (MSGS) | Executive Chairman & CEO; Director | Exec Chair since 2015; CEO since 2024 |
Fixed Compensation
| Component | Terms/Values | Period | Notes |
|---|---|---|---|
| Annual base salary | $230,000 | Ongoing | As per renewal employment agreement (effective 7/1/2024) . |
| Salary earned | $115,000 | TP 2024 (6 months) | Reflects six‑month transition period . |
| Perquisites (total) | $176,234 | TP 2024 | Company’s share of: Car/driver $39,546; Aircraft personal use $136,526; security and other items below threshold . |
| Benefits | Limited (not in standard plans) | Ongoing | Eligible for Excess Savings Plan/EDCP; standard benefits only if MSGE employment ends while at SPHR . |
Performance Compensation
| Item | Target | Actual/Payout | Period | Notes |
|---|---|---|---|---|
| Annual incentive (Corporate unit) | 200% of base salary target | 99.58% of target; $229,034 cash | TP 2024 | Corporate payout blended 80% Sphere and 20% MSG Networks results . |
Long‑term incentives (LTI) – Performance vesting options (in lieu of RSUs/PSUs)
| Grant | Securities (#) | Exercise price | Stock price hurdles (30‑day avg) | Vesting timing | Expiration | Notes |
|---|---|---|---|---|---|---|
| First Performance Vesting Option Award (granted 7/1/2024) | 1,800,000 | $34.62 | $75 / $100 / $125 / $150 (25% each) | Later of 6/30/2027 and hurdle achievement within 5‑year performance window; continued employment required | 7/01/2034 | Grant date fair value $17.48m . |
| Second Performance Vesting Option Award (granted 1/8/2025) | 984,700 | $41.37 | $75 / $100 / $125 / $150 (25% each) | Later of 1/08/2028 and hurdle achievement within 5‑year window; continued employment required | Not listed (standard 10‑yr from grant) | Grant date fair value $13.03m . |
Additional outstanding option awards (premium‑priced, service vesting)
| Grant | Options (#) | Strike(s) | Vesting | Notes |
|---|---|---|---|---|
| FY24 premium‑priced performance options (granted 10/20/2023) | 408,164 @ $42.23; 408,164 @ $45.60; 408,164 @ $50.67 | $42.23/$45.60/$50.67 | Cliff vests 10/20/2026 (service‑based) | Pro‑rata vesting on certain terminations; were out‑of‑the‑money at $40.32 on 12/31/2024 . |
Legacy/exercisable options and time‑based equity (as of 12/31/2024)
| Award | Status | Terms |
|---|---|---|
| Time‑based options from MSGN conversion | Exercisable: 146,349 @ $58.06 (exp 3/01/2025); 108,630 @ $67.33 (exp 2/25/2026); 191,110 @ $38.49 (exp 2/26/2027) | At SPHR price $40.32 on 12/31/2024, only the $38.49 tranche had intrinsic value (~$1.83/sh) . |
| RSUs/PSUs outstanding | RSUs: 32,917 (2022 grant) and 53,793 (2023 grant); PSUs: 98,750 (2022) and 80,689 (2023), with PSUs deemed earned at 100% of target | RSUs vest ratably on Sept 15 each year; PSUs (converted) vest cliff after three years (Sept 15) . |
Equity Ownership & Alignment
| Ownership (as of Oct 15, 2024) | Class A Shares | % of Class A | Class B Shares | % of Class B | Combined voting power |
|---|---|---|---|---|---|
| James L. Dolan (beneficial) | 1,404,228 | 4.8% | 1,140,792 | 16.6% | 13.1% |
| Plan/Policy | Details |
|---|---|
| Insider trading; hedging/pledging | Policy prohibits hedging, short sales, and placing securities in margin accounts or otherwise pledging, unless permitted by the Company . |
| Executive ownership guidelines | Not disclosed in 2025 DEF 14A for executives; non‑employee directors’ RSUs subject to holding through end of service . |
| Deferred compensation | Excess Savings Plan/EDCP; Dolan executive contributions $5,192; aggregate balance $691,675 as of 12/31/2024 . |
Employment Terms
| Term | Key provisions |
|---|---|
| Agreement effective | Renewal employment agreement effective July 1, 2024 . |
| Severance (Qualifying Termination on/before 6/30/2027) | Minimum 2x (base salary + target bonus), plus unpaid prior‑year bonus and prorated current‑year bonus; acceleration of RSUs/stock options per agreement; performance options service condition deemed satisfied but still subject to price hurdles . |
| Non‑compete | One‑year non‑competition post‑termination . |
| Change in control/go‑private (equity) | For Dolan’s performance‑vesting options, “achievement options” and 25% of remaining unvested can vest or be cashed per award terms; substitute awards/cash with protection on termination within 3 years post‑CIC; underwater options may be cancelled for no consideration . |
| Clawback | NYSE‑compliant policy for erroneously awarded incentive compensation following an accounting restatement . |
| Tax gross‑ups | Company indicates no excise tax gross‑ups . |
Board Governance
- Board leadership: Combined Executive Chairman and CEO roles; no Lead Independent Director; board cites stockholder voting structure to support design .
- Controlled company: Dolan Family Group owns 100% of Class B (10 votes/share), can elect up to 75% of directors; board composition includes independent Audit and Compensation Committees .
- Meetings and attendance: Board met four times in TP 2024; all directors attended at least 75% of board/committee meetings .
- Committee roles: Dolan is not a member of the Audit or Compensation Committees; those committees are fully independent .
Related Party Transactions & Perquisites
- Aircraft, helicopter, security, and car/driver: Dolan is permitted personal use; costs shared equally among SPHR, MSGE, MSGS; personal helicopter use primarily for commuting; executive security costs shared .
- Independent oversight: An Independent Committee of the board reviews/approves related‑party transactions and intercompany arrangements (SPHR, MSGE, MSGS, AMCX), with thresholds and quarterly reporting .
- Historical example (legacy disclosure): SPHR (then MSG entities) had aircraft lease/support agreements with Dolan family entities and paid/charged fees accordingly (FY2021), illustrating longstanding intercompany aircraft arrangements .
Compensation Committee & Pay Governance
- Committee independence and advisors: Compensation Committee is independent and uses ClearBridge Compensation Group as independent consultant; committee receives legal counsel and reviews tally sheets/risk .
- Say‑on‑pay: 93.7% approval at 2024 annual meeting; management engaged with holders of >85% of Class A during TP 2024 on governance/compensation .
- Peer group: No formal peer group used for TP 2024 due to unique nature of Sphere business; committee used broad market data and internal considerations .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 | TP 2024 (6 mos) |
|---|---|---|---|---|
| TSR (Value of $100) | 70.16 | 79.10 | 101.25 | 116.44 |
| Net income (loss) ($000s) | (190,147) | 505,680 | (200,649) | (231,233) |
| Adjusted Operating Income (Loss) ($000s) | 133,555 | (122,520) | 80,731 | 22,662 |
Selected operational highlights for TP 2024: $536.2m revenue; >1.7m guests across 430+ events; Sphere hosted residencies (Eagles), UFC 306 (highest‑grossing single event), F1 Las Vegas activation; new sponsorships (Verizon, Ticketmaster, DCT Abu Dhabi) and franchise agreement to develop Sphere Abu Dhabi .
Investment Implications
- Alignment via stock price hurdles: Dolan’s LTI is almost entirely performance‑vesting options with demanding absolute price hurdles ($75/$100/$125/$150) and multi‑year service conditions (first vest dates 2027/2028), creating strong upside leverage if Sphere executes but no vesting absent substantial, sustained share appreciation .
- Near‑term selling pressure limited: Dolan’s key option grants vest in 2026 (premium‑priced) and 2027/2028 (performance options), while time‑based RSUs/PSUs vest annually each Sept 15; near‑dated liquidity from his grants appears modest versus larger performance‑based awards contingent on price hurdles .
- Governance risk: Dual CEO/Chair and controlled‑company status reduce traditional independence safeguards; however, independent Audit and Compensation Committees and an Independent Committee for related‑party transactions provide structural mitigants .
- Pay‑for‑performance optics: High CAP is driven by option valuation changes; say‑on‑pay support (93.7%) and use of stringent price hurdles suggest investors accept the structure pending long‑term value creation .
- Related‑party optics: Shared aircraft/security and extensive family‑entity ties are longstanding and independently overseen; continue to warrant monitoring for cost discipline and fairness given controlled structure .