John L. Sykes
About John L. Sykes
John L. Sykes (age 69) is an independent Class A director of Sphere Entertainment Co. (SPHR) and has served on the Board since April 17, 2020, currently chairing the Compensation Committee . He is President of Entertainment Enterprises at iHeartMedia, overseeing partnerships across broadcast TV, digital video, and live events; earlier he helped launch MTV Networks and held senior roles at MTV, Infinity Broadcasting (CEO), and VH1 . The Board has determined he meets NYSE/SEC independence standards; his prior role at MSG Networks (2015–2021) and a non‑executive officer role at iHeartMedia with routine commercial transactions were deemed not material to independence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| iHeartMedia, Inc. | President, Entertainment Enterprises | 2012–present | Co-exec producer of annual iHeartRadio live events |
| Viacom/MTV | President, New Network Development (MTV) | 2005–2008 | Core team launching MTV Networks |
| Infinity Broadcasting (now CBS Radio) | Chairman & CEO | 2002–2005 | Led radio operations |
| VH1 Cable Television Network | President | 1994–2002 | Led network strategy/operations |
| MSG Networks | Director | 2015–July 2021 | Prior board experience relevant to sports/media |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| VH1 Save the Music | Founder & Director | Since 1997 | Nonprofit leadership |
| Critical Content | Board member | Since 2016 | Media/production oversight |
| Robin Hood Foundation | Board member | Since 1996 | Philanthropy/governance |
| Rock and Roll Hall of Fame | Board member | Since 1997 | Cultural institution governance |
| If Only | Board member | Since 2013 | Commerce/experiences |
| Syracuse Univ. Newhouse School | Board member | Since 1994 | Advisory to journalism school |
Board Governance
- Committee assignments: Chair, Compensation Committee; member roster includes Lhota, Sykes (Chair), Vogel .
- Audit Committee is separate and independent (Lhota Chair; Tese; Vogel), with financial experts designated; Sykes is not on Audit .
- Independence: Board determined Sykes is independent under NYSE/SEC rules; iHeartMedia relationship not material .
- Attendance: Board met 4 times in the 2024 Transition Period; all directors attended at least 75% of Board and committee meetings; 15 directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet regularly in executive sessions without management .
- Lead independent director: None designated given voting structure; executive chair/CEO roles combined .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Paid quarterly; prorated if partial service |
| Committee member fee (Audit/Comp) | $15,000 | Per committee; paid quarterly |
| Committee chair fee (Audit/Comp) | $25,000 | Per chair; paid quarterly |
| Meeting fees | None | No per-meeting fees |
| Annual equity retainer (standard) | $160,000 RSUs | RSUs fully vested on grant; holding until 90 days post-separation |
| 2024 Transition Period equity retainer | $80,000 RSUs; 1,956 units per director (grant 12/9/2024) | Half-year cadence due to fiscal change; fair value $73,917 per director |
Sykes’ 2024 Transition Period compensation: Fees earned/pd in cash $87,500; stock awards $73,917; total $161,417. Cash includes Compensation Chair fee and Independent Committee service .
Perquisites available to directors: up to two tickets per event for eight events/year at Sphere (non-perq when integral to duties); additional no-cost access at MSGE venues counted as perqs, all below $10,000 per director in aggregate .
Performance Compensation (Director)
| Pay Element | Performance Link | Metrics/Terms |
|---|---|---|
| Equity retainer (RSUs) | None (time/holding based) | Fully vested at grant; subject to holding until 90 days post-separation; settled in stock or cash at Committee discretion |
| Deferred compensation election | Optional (converts future cash fees into RSUs) | Non‑revocable annual election; no directors elected for 2025 |
Note: Directors do not have performance-based pay or options tied to financial/ESG metrics; alignment occurs via RSU holding requirements and equity exposure .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None |
| Prior public company boards | MSG Networks (director) 2015–July 2021 |
| Potential interlocks/conflicts | Non‑executive officer at iHeartMedia; routine commercial transactions with the Company’s historical venues noted; Board deemed not material to independence |
Expertise & Qualifications
- ~40 years in media/entertainment leadership; helped launch MTV Networks; senior roles at MTV, VH1, Infinity Broadcasting; live events executive at iHeartMedia .
- Nonprofit and cultural institution governance (Robin Hood Foundation, Rock Hall, VH1 Save the Music) .
- Board’s rationale: deep industry experience and contributions support continued service .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (Class A common) | 0 shares; 0.00% of 29,132,663 outstanding | |
| Director RSUs held (12/31/2024) | 21,522 units | |
| Vested vs. unvested | Director RSUs are fully vested at grant, but held until 90 days after separation; not counted as beneficial common stock | |
| Pledging/hedging | Company policy prohibits hedging and pledging by directors and immediate households unless permitted; no pledging disclosed for Sykes |
Governance Assessment
- Strengths: Independent Compensation Committee chaired by Sykes; use of independent compensation consultant and counsel; anti‑hedging/pledging and clawback policies; regular executive sessions; robust related‑party approval via Independent Committees; strong say‑on‑pay support (93.7% at 2024 annual meeting) indicating investor endorsement of compensation governance .
- Controlled company risks: SPHR is a “controlled company” under NYSE rules and does not maintain a majority independent Board or a nominating committee; Class B shareholders (Dolan family group) elect up to 75% of the Board and can approve auditor ratification, say‑on‑pay, and redomestication regardless of other votes .
- Potential conflicts: Sykes’ iHeartMedia role intersects with routine transactions; Board assessed as not material; nonetheless, continued monitoring of any expanded commercial relationships is prudent .
- Alignment considerations: Sykes’ equity exposure is via RSUs subject to post‑service holding; he has no common stock ownership, which may limit “skin‑in‑the‑game” optics but is consistent with SPHR’s director equity design and holding requirement .
- Attendance/engagement: Met Board/committee attendance thresholds; Board self‑assessment and stockholder engagement (management engaged holders of >85% of Class A during the Transition Period) support governance effectiveness .
RED FLAGS to monitor: Controlled company status (limited independent majority) ; minimal direct common stock ownership by Sykes ; family-controlled voting power that can override Class A votes on key proposals . Mitigants include independent committee oversight and robust related‑party transaction review .