Joseph J. Lhota
About Joseph J. Lhota
Independent Class A Director at Sphere Entertainment Co. since April 17, 2020; age 70. He chairs the Audit Committee and serves on the Compensation Committee; the Board has determined he is independent under NYSE and SEC rules despite prior employment at Dolan-controlled companies . Current external role: Chief Financial Officer of NYU Langone Health (since Feb 2024), and Executive Vice President, Vice Dean and Chief of Staff (since 2014); adjunct professor at NYU Grossman School of Medicine . Education not disclosed in SPHR’s proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New York Metropolitan Transportation Authority | Chairman & CEO; later Chairman | 2011–2012; 2017–2018 | Led major governmental organization; oversight role |
| Madison Square Garden Networks (MSGN) | Executive Vice President | 2010–2011 | Senior executive in media business |
| Cablevision Systems Corp. | Executive Vice President | 2002–2010 | Senior operating and finance experience |
| City of New York | Deputy Mayor for Operations; Budget Director | 1997–2001; 1995–1997 | Government operations and fiscal management |
| FirstAviation Services, Inc. | Director; Audit Committee Chair | 2002–2015 | Audit leadership until company went private |
| Investment banking & public accounting | Professional roles | 1976–1994 | Finance and accounting background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NYU Langone Health | Chief Financial Officer | Since Feb 2024 | Senior financial leadership at major academic medical center |
| NYU Langone Health | Executive VP, Vice Dean, Chief of Staff | Since 2014 | Enterprise operations leadership |
| NYU Grossman School of Medicine | Adjunct Professor | Since 2014 | Academic engagement |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation Committee member . Audit Committee met 2 times; Compensation Committee met 4 times during the 2024 Transition Period .
- Expertise: Board designated Lhota, Tese, and Vogel as “audit committee financial experts” under SEC rules .
- Independence: Board determined Lhota is independent under NYSE/SEC standards despite prior roles at Dolan-controlled companies; relationships deemed not material .
- Attendance: Board met 4 times; all directors attended at least 75% of Board and applicable committee meetings during the 2024 Transition Period .
- Executive sessions: Non-management and independent directors meet regularly in executive session; no lead independent director designated given voting structure .
- Controlled company considerations: SPHR is a controlled company; Board does not have a majority of independent directors and does not maintain a nominating committee; Compensation Committee is fully independent .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Paid quarterly; prorated if partial service |
| Committee membership fee (Audit/Comp) | $15,000 | Annual per committee |
| Committee chair fee (Audit/Comp) | $25,000 | Annual per chair role |
| Meeting fees | None | No Board or committee meeting fees |
| Director RSU annual grant | $160,000 | Fully vested at grant; holding requirement until 90 days post-separation; settled in stock or cash at committee’s election |
| 2024 Transition Period RSU grant value | $80,000 | Halved due to 6-month transition period |
| Perquisites (tickets) | Up to 2 tickets per event for 8 events/year; additional venue access | Some tickets deemed perquisites; aggregate perqs ≤$10k per director for 2024 Transition Period |
2024 Transition Period individualized compensation:
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Joseph J. Lhota | $57,500 | $73,917 | $131,417 |
Performance Compensation
- Directors do not receive performance-based cash bonuses; equity is time-based RSUs with a holding requirement until 90 days after service separation (fully vested at grant) .
- No director-specific performance metrics disclosed (e.g., revenue/TSR) for equity; RSU value aligns to stock price performance through market value of Class A shares .
Other Directorships & Interlocks
| Company | Current/Former | Role | Tenure |
|---|---|---|---|
| Madison Square Garden Networks (MSGN) | Former | Director; Audit Committee Chair | 2016–Jul 2021 |
| Madison Square Garden Sports (MSGS) | Former | Director | 2017–Apr 2020 |
| Cablevision Systems Corp. | Former | Director | 2014–2016 |
| Public company directorships (current) | None | — | — |
- Compensation Committee interlocks: Lhota serves on SPHR’s independent Compensation Committee; none of the committee members are current or former SPHR executives .
Expertise & Qualifications
- Designated audit committee financial expert; deep finance and accounting background (investment banking, public accounting, CFO role) .
- Senior public-sector operations experience (NYC Deputy Mayor, Budget Director; MTA leadership), relevant to risk and operational oversight .
- Media/entertainment industry experience via senior roles at MSGN/Cablevision; prior board service across Dolan-affiliated entities .
Equity Ownership
| Metric | Value | As of |
|---|---|---|
| RSUs held (aggregate) | 23,252 units | Dec 31, 2024 |
| RSU vesting/settlement | Fully vested at grant; holding until 90 days after separation; settled in stock or cash at committee’s election | Program terms |
No disclosure of total beneficial ownership or options for Lhota beyond RSUs in SPHR’s 2025 proxy; shares pledged/hedged not disclosed for directors. Anti-hedging/pledging policies exist within compensation governance practices (program-wide) .
Governance Assessment
-
Strengths:
- Independent director with audit-chair leadership and “financial expert” designation; Audit Committee oversees financial reporting integrity, related-party approvals, and cyber/venue security risk .
- Compensation Committee is fully independent and uses independent consultant and counsel; no tax gross-ups; clawback policy in place; anti-hedging/pledging policies .
- Documented policies for Independent Committee oversight of related-party transactions and dealings with MSGE, MSGS, AMC Networks above $1,000,000; quarterly updates from Internal Audit on related-party items .
-
Investor concern signals:
- Controlled company structure: no majority-independent Board; no nominating committee; no lead independent director, which can dampen minority shareholder influence and independent oversight .
- Prior executive roles and directorships at Dolan-controlled companies (Cablevision, MSGN, MSGS) may raise perceived conflict risks, though Board deemed relationships not material and affirmed independence .
- Board met 4 times; while all directors met at least 75% attendance, individual attendance rates not disclosed; committee meeting cadence modest (Audit 2; Compensation 4) for a complex enterprise .
-
Shareholder feedback:
- Say-on-pay support was ~93.7% at the 2024 annual meeting, indicating broad approval of compensation governance and responsiveness efforts .
Overall, Lhota’s audit leadership, financial expertise, and independence affirmation support board effectiveness; controlled company governance and historical ties to the Dolan network remain structural risks mitigated by Independent Committee policies and his independent committee roles .