Joel M. Litvin
About Joel M. Litvin
Joel M. Litvin, age 66, is an independent Class A Director of Sphere Entertainment Co. (SPHR), serving since July 9, 2021. He is the former President, League Operations, of the NBA (2006–2015), with prior senior legal/operations roles at the NBA, and currently runs Calumet Consulting, LLC (sports consulting) and lectures in Columbia University’s Sports Management master’s program. The SPHR Board has determined he is independent under NYSE and SEC rules, notwithstanding prior service as a director of MSG Networks (MSGN) from 2015 to 2021. Committee assignments at SPHR: none; other current public company directorships: none .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| National Basketball Association (NBA) | President, League Operations | 2006–2015 | Managed core day-to-day league operations; oversaw franchise matters (revenue sharing, team sales/financings, relocations, ownership & debt policies); liaison to NBA Board of Governors |
| National Basketball Association (NBA) | EVP, Legal & Business Affairs; SVP & General Counsel; Staff Attorney | EVP 2000–2006; SVP & GC 1999–2000; staff attorney from 1988 | Senior legal and business leadership across media/sports operations |
| MSG Networks Inc. (MSGN) | Director | 2015–2021 | Audit Committee member; Compensation Committee member |
| Calumet Consulting, LLC | Founder & President | 2018–present | Sports consulting and expert witness services |
| Columbia University | Lecturer, Sports Management (M.S.) | 2018–present | Academic instruction in sports management |
External Roles
| Organization | Role | Public/Private/Academic | Tenure | Committees/Notes |
|---|---|---|---|---|
| — | — | Public board | — | Other current public company directorships: none |
| Columbia University | Lecturer, Sports Management (M.S.) | Academic | 2018–present | — |
| Calumet Consulting, LLC | Founder & President | Private | 2018–present | — |
Board Governance
- Independence: Board determined Mr. Litvin is independent under NYSE and SEC rules; prior MSGN service was deemed not material to independence .
- Committee assignments at SPHR: none; Chair roles: none .
- Attendance/engagement: The Board met four times during the 2024 Transition Period; all directors attended at least 75% of Board and relevant committee meetings during this period .
- Tenure on SPHR Board: Class A Director since July 9, 2021 .
- Board structure: SPHR is a “controlled company” under NYSE rules—no requirement for a majority independent board or an independent nominating committee; the Compensation Committee is fully independent. If all nominees elected, independent directors ~33.3% of board; Class A director representation 26.7% .
- Lead Independent Director: Board does not designate one given the stockholder voting structure .
- Executive sessions: Regular executive sessions of non-management and independent directors .
Fixed Compensation
Program and actual (2024 Transition Period) director cash compensation:
| Element | Program Rate | 2024 Transition Period Actual (Litvin) |
|---|---|---|
| Annual Cash Retainer | $75,000 per year | $37,500 fees earned (six‑month transition period) |
| Committee Member Fee (Audit/Comp) | $15,000 per year | $0 (no committee assignments) |
| Committee Chair Fee | $25,000 per year | $0 (no chair roles) |
| Meeting Fees | None | None |
- Deferral: Directors could elect to defer cash retainers/fees into RSUs for 2025; no directors made this election .
Performance Compensation
Director equity is time-based RSUs (fully vested at grant) with a post‑service holding requirement; no performance metrics apply to director equity grants.
| Element | Program / Grant | Detail |
|---|---|---|
| Annual Equity Retainer (Program) | $160,000 in RSUs | Determined by dividing value by 20‑day average price prior to grant (typically AGM date); RSUs fully vested on grant but held until first business day following 90 days after separation; settled in stock or cash at Committee election |
| 2024 Transition Period Grant | $80,000 grant value | Transition period equity retainer halved to reflect six-month period |
| Litvin Grant (Dec 9, 2024) | 1,956 RSUs | Grant-date fair value $73,917 (ASC 718) for each non-employee director |
Performance metrics: None disclosed/applicable for director equity; RSUs are time-based and subject to post‑service holding, not performance vesting .
Other Directorships & Interlocks
| Company | Role | Tenure | Interlock/Notes |
|---|---|---|---|
| MSG Networks Inc. (MSGN) | Director | 2015–2021 | Dolan family-controlled company; Board deemed this relationship not material to independence |
| — | — | — | No current public company directorships |
Expertise & Qualifications
- 27+ years at the NBA (operations leadership, legal/business affairs), deep sports and media industry expertise, board experience at SPHR and MSGN; Columbia lecturer and consulting firm founder. The SPHR Board cites these as reasons he should serve as a director .
Equity Ownership
| As of Date | Security | Beneficial Ownership | Percent of Class | Notes |
|---|---|---|---|---|
| April 9, 2025 | Class A Common | — | — | No beneficial ownership reported for Litvin in proxy stock ownership table |
| April 9, 2025 | Class B Common | — | — | — |
| Dec 31, 2024 | RSUs (director grants) | 19,686 units (aggregate holdings) | N/A | RSUs fully vested at grant but held until post‑service; RSUs not counted as beneficial ownership until settlement |
Section 16(a) compliance: Company reported no failures or late filings by directors during the 2024 Transition Period .
Governance Assessment
- Strengths: Independent director with significant league governance and operations expertise; compliant with attendance threshold (≥75% in 2024 Transition Period) and Section 16(a); equity awards carry a post‑service holding requirement that promotes longer‑term alignment .
- Alignment: While no shares are shown as beneficially owned as of April 9, 2025, he holds accrued RSUs (19,686 units as of Dec 31, 2024) that settle post‑service, creating deferred alignment to shareholder outcomes .
- Potential concerns: Controlled company governance (Dolan Family Group 71.8% combined voting power) with no nominating committee and less than a majority independent board; no lead independent director; Mr. Litvin has no current committee assignments at SPHR, limiting direct oversight impact through committees .
- Conflicts/related-party exposure: Prior service on Dolan-controlled MSGN was considered not material by SPHR’s Board in its independence determination; no related-party transactions disclosed for him in the proxy .
Director Compensation (2024 Transition Period – Actual)
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $37,500 |
| Stock Awards (ASC 718 grant-date value) | $73,917 |
| Total | $111,417 |
Board Context and Structure
- Committees and independence: Audit Committee (Lhota—Chair, Tese, Vogel) and Compensation Committee (Sykes—Chair, Lhota, Vogel) are 100% independent; Audit oversees financial integrity, compliance, and related‑party transaction approvals when serving as Independent Committee .
- Governance practices: Annual elections; regular executive sessions of independent directors; RSUs subject to holding requirement through end of board service .