Jennifer Koester
About Jennifer Koester
Jennifer Koester, 51, is President and Chief Operating Officer of Sphere, appointed June 10, 2024 after joining SPHR on February 5, 2024 as President, Sphere Business Operations . She previously led strategic partnerships at Google and held senior product, data, and privacy roles at Cablevision and earlier practiced IP/IT law at Manatt and Thelen . During the 2024 Transition Period (Jul–Dec 2024), SPHR generated $536.2M in revenue, AOI of $22.7M, and the Sphere segment achieved a 100% incentive payout based on strategic and financial execution (including major residencies, UFC 306, F1, and Abu Dhabi expansion) ; company TSR for the TP 2024 period measured by a $100 investment was $116.44 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Google LLC | Managing Director, Americas Strategic Alliances, Global Partnerships | 2020–2024 | Led enterprise partnerships; corporate strategy exposure via CapitalG advisory . |
| CapitalG (Alphabet’s independent growth fund) | Go-to-Market Advisory Board Member | 2021–2024 | Advised portfolio go-to-market; network access to growth-stage tech . |
| Google LLC | Director, Telecommunications & Video Distributors, Global Partnerships | 2016–2020 | Built carrier/video distribution partnerships for scaled monetization . |
| Cablevision Systems Corp. | SVP, Advanced Advertising Product Development, Data Analytics & Ad Operations | 2014–2016 | Drove advanced ad products and analytics capabilities . |
| Cablevision Systems Corp. | VP, Law—Privacy, Product Management & Subpoena Compliance | 2005–2014 | Led privacy, product policy, and compliance . |
| Manatt, Phelps & Phillips, LLP | Associate Attorney (IP/IT, Privacy, Advertising & Entertainment) | 1999–2005 | Advised on IP/IT and privacy—foundation for later data leadership . |
| Thelen Reid Brown Raysman & Steiner LLP | Associate Attorney (IP/IT) | 1997–1999 | Early IP/IT practice experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| CapitalG | Go-to-Market Advisory Board Member | 2021–2024 | Advisory capacity; not a public company board . |
Fixed Compensation
| Metric | FY 2024 (ended 6/30/2024) | TP 2024 (7/1–12/31/2024) |
|---|---|---|
| Base Salary (annual rate) | $1,250,000 (pre-amendment) | $1,450,000 (amended June 10, 2024) |
| Target Bonus % of Salary | 150% | 150% |
| Actual Incentive (MIP) Paid | $482,850 | $1,087,500 |
| Discretionary/Special Cash | $823,400 (discretionary adjustment to annual incentive) | — |
Notes
- One-time sign-on cash of $400,000 paid in Feb 2024 with clawback if departure before Feb 5, 2025 (voluntary/not for good reason or for cause) .
Performance Compensation
Annual Incentive (2024 Transition Period)
| Metric | Weighting | Target Award ($) | Actual ($) | Payout % | Basis |
|---|---|---|---|---|---|
| Sphere Segment (Koester) | 100% | $1,087,500 (150% of $725,000 TP base) | $1,087,500 | 100.00% | Discretionary evaluation of strategic initiatives and segment financial performance |
Long-Term Incentives (Design and Grants)
| Award Type | Grant Date | Shares (#) | Grant Date Fair Value ($) | Vesting | Performance Link |
|---|---|---|---|---|---|
| RSUs (time-based, ratable) | Apr 22, 2024 | 20,487 | Included in FY 2024 stock awards total | 1/3 on Sep 15 each year (2024–2026) | Converted PSUs in FY24 deemed earned at 100% of target; RSUs track stock price |
| RSUs (one-time, time-based) | Apr 22, 2024 | 35,964 (23,976 unvested at 12/31/24) | $1,600,000 | 1/3 on Sep 15 each year (2024–2026) | Stock price alignment; retention |
| RSUs (cliff-vest) | Aug 27, 2024 | 24,808 | $1,216,584 | 100% on Sep 15, 2027 | Stock price alignment; retention |
| RSUs (ratable) | Aug 27, 2024 | 24,808 | $1,216,584 | 1/3 on Sep 15, 2025/2026/2027 | Stock price alignment |
| Premium-Priced Options | Feb 5, 2024 | 475,000 (3 tranches) | Included in FY 2024 option awards total | Cliff vest Oct 20, 2026 | Exercise prices $42.23/$45.60/$50.67; value only if stock rises above strikes |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Class A) | 9,212 shares |
| Company shares outstanding | 29,132,663 Class A (record date April 9, 2025) |
| Unvested equity (RSUs/PSUs at 12/31/24) | 107,737 units (aggregate unearned shares) |
| Options (unexercisable at 12/31/24) | 158,333 @ $42.23; 158,333 @ $45.60; 158,334 @ $50.67 (total 475,000); all vest 10/20/2026 |
| In-the-money status (12/31/24) | Stock $40.32; all premium-priced options above market (out-of-the-money) |
| Hedging/pledging policy | Hedging and pledging prohibited for insiders |
| Ownership guidelines | Not disclosed for executives in the proxy (director holding requirements only) |
Employment Terms
| Term | Detail |
|---|---|
| Start / current role | Started Feb 5, 2024; promoted to President & COO June 10, 2024 |
| Base salary (current) | Not less than $1,450,000 |
| Target bonus | Not less than 150% of salary |
| LTI target (annual) | Not less than $4,375,000 (subject to continued employment) |
| Severance (through Feb 4, 2027) | ≥ 2× (salary + target bonus) on termination without cause or for good reason, plus pro-rata bonus and full vesting of time-based equity; stock options vest; PSUs subject to performance criteria |
| Non-compete | One year post-termination |
| Change-of-control treatment | Unvested time-based RSUs/PSUs vest per award agreements; options can accelerate; severance terms not enhanced by change-of-control |
| Perquisites | Car/driver access; up to 25 hours personal aircraft annually (imputed SIFL rate) |
| Clawback | NYSE-compliant clawback for erroneously awarded incentive comp (3 fiscal years) |
| Excise tax gross-ups | None (shareholder-friendly) |
Performance Compensation – Detailed Payout Table (TP 2024)
| Component | Target | Actual | Payout % | Notes |
|---|---|---|---|---|
| Sphere Segment MIP (cash) | $1,087,500 | $1,087,500 | 100.00% | Discretionary evaluation of Sphere strategic and financial achievements (events, partnerships, expansion) |
Severance and Change-of-Control Economics (as of 12/31/24)
| Scenario | Severance | Pro-rata Bonus | Unvested RSUs Vest | Unvested PSUs Vest | Options Treatment |
|---|---|---|---|---|---|
| Without Cause / Good Reason | $7,250,000 | $1,087,500 | $3,517,920 | $826,036 | Per award agreements (premium-priced options vest at scheduled date or on certain CoC terminations) |
| Death | — | $1,087,500 | $3,517,920 | $826,036 | Premium-priced options become exercisable; vesting details per award |
| Disability | — | $1,087,500 | $3,517,920 | $826,036 | Premium-priced options vest on 10/20/2026 |
| CoC/Going Private + Qualifying Termination | $7,250,000 | $1,087,500 | $3,517,920 | $826,036 | Premium-priced options can accelerate per award |
Compensation Structure Analysis
- 2024 Transition Period shifted LTI to 50/50 cliff vs ratable RSUs for NEOs (excluding CEO) due to pending long-range plan; PSUs expected to resume in FY 2025 once targets are set .
- Koester received off-cycle premium-priced performance options (three strikes above market), aligning value creation to equity appreciation at higher hurdles; RSU grants deliver retention and stock alignment with defined vest dates .
- Say-on-pay support was strong at ~93.7% of votes cast in 2024, reflecting investor acceptance of program design amidst Sphere’s development phase .
Risk Indicators & Governance
- Anti-hedging/pledging policy in force; NYSE clawback policy adopted; no excise tax gross-ups—shareholder-friendly features mitigating governance risk .
- Related-party aircraft arrangements disclosed; Koester’s personal aircraft use capped at 25 hours with imputed tax; transparency reduces conflict risk .
- 2024 TP incentives were discretionary pending finalization of Sphere’s long-range plan—appropriate for novel asset phase but requires Compensation Committee discipline (supported by independent consultant) .
Investment Implications
- Alignment and upside: Large time-based RSU holdings (scheduled vest through 2027) and premium-priced options out-of-the-money at year-end concentrate Koester’s upside in multi-year equity appreciation and operational execution (Sphere payout at 100%)—a positive alignment signal .
- Retention and supply overhang: Significant RSU vesting on Sep 15 in 2025/2026/2027 and option vesting on Oct 20, 2026 could create periodic sellable supply; monitor Form 4 activity around those dates for trading signals .
- Execution risk vs target-setting: Resumption of PSUs in FY 2025 upon long-range plan finalization should tighten pay-for-performance linkage; investor focus should be on disclosed PSU metrics and Sphere AOI/monetization cadence .
- Governance comfort: Strong say-on-pay, anti-hedging/pledging, clawback, and no tax gross-ups collectively lower compensation governance risk .