Marianne Dolan Weber
About Marianne Dolan Weber
Marianne Dolan Weber (age 67) is a Class B Director of Sphere Entertainment Co. and has served on the Board since April 17, 2020. She has extensive family-office and philanthropic leadership experience and broad exposure to media and sports enterprises through her roles and public company directorships .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Heartfelt Wings Foundation Inc. | President | Since 2015 | Philanthropy leadership |
| Green Mountain Foundation Inc. | Board Member | Since 2015 | Philanthropy governance |
| MLC Ventures LLC | Manager | Current | Investment/venture oversight |
| Dolan Family Foundation | Chairman | 1999–2011 | Led major family philanthropy |
| Dolan Children’s Foundation | Chairman | 1999–2011 | Directed philanthropic initiatives |
| Dolan Family Office, LLC | Vice Chairman & Director | 1997–2011 | Family office governance |
| Cablevision | Director | 2005–2016 | Media operations oversight |
| MSG Networks (MSGN) | Director | 2010–2014 | Sports media governance |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Madison Square Garden Entertainment (MSGE) | Director | Since Apr 2023 | Current public company directorship |
| Madison Square Garden Sports (MSGS) | Director | Since 2016 | Current public company directorship |
| AMC Networks (AMCX) | Director | 2011–Jun 2021; Jun 2022–Jul 2024 | Prior public company directorship |
Board Governance
- Class: Class B Director; Committee Membership: None .
- Board meetings and attendance: The Board met 4 times in the 2024 Transition Period; all directors attended at least 75% of Board and applicable committee meetings; 15 directors attended the 2024 annual meeting .
- Nomination structure: No nominating committee; Class A nominees recommended by independent Class A Directors; Class B nominees recommended by Class B Directors, consistent with dual-class voting rights in the certificate of incorporation .
- Dolan Family Committee: Marianne Dolan Weber is a voting member of the Dolan Family Committee, which determines how Dolan Family Group Class B shares vote on matters; James L. Dolan holds two votes and can block certain change-in-control transactions; Excluded Trusts control ~76.5% of Class B for certain votes .
- Family relationships: The proxy discloses extensive family ties; Marianne is sister to James L. Dolan and Thomas C. Dolan, sister-in-law to Brian G. Sweeney and Kristin A. Dolan, cousin to Paul J. Dolan, and aunt to Charles P., Quentin F., and Ryan T. Dolan .
Fixed Compensation
| Metric | FY 2023 | FY 2024 | 2024 Transition Period (Jul–Dec 2024) |
|---|---|---|---|
| Cash Fees ($) | 75,000 | 75,000 | 37,500 |
| Stock Awards ($, grant-date fair value) | 171,868 | 152,196 | 73,917 |
| Total ($) | 246,868 | 227,196 | 111,417 |
Director compensation program components (2024 Transition Period terms):
- Annual cash retainer: $75,000; Annual equity retainer: $160,000 (prorated to $80,000 for 2024 Transition Period) .
- Committee fees: Audit/Compensation member $15,000; Chair $25,000; No meeting fees .
- Deferral option: Directors may annually elect to defer cash compensation into RSUs; no directors elected deferral for 2025 .
- Settlement/holding: RSUs fully vested at grant for directors but held until 90 days after separation, then settled in stock or cash at the Compensation Committee’s discretion .
Performance Compensation
| Component | Metrics | Terms |
|---|---|---|
| Director Equity Retainer (RSUs) | No performance metrics disclosed for directors | RSUs are fully vested at grant and subject to post-separation holding/settlement requirements |
RSU grant detail:
| Grant Date | Units Granted to Each Non-Employee Director | Basis |
|---|---|---|
| Dec 6, 2022 | 3,519 RSUs | Annual director equity grant |
| Dec 8, 2023 | 4,660 RSUs | Annual director equity grant |
| Dec 9, 2024 | 1,956 RSUs | Prorated equity grant for 2024 Transition Period |
Other Directorships & Interlocks
| Person | Overlapping Boards | Notes |
|---|---|---|
| Marianne Dolan Weber | MSGE; MSGS | Current public boards; prior AMCX |
| Dolan family members | Multiple SPHR directors | Extensive family relationships disclosed among SPHR directors (Class B slate) |
Expertise & Qualifications
- Family office leadership, philanthropy and governance through Dolan Family Foundation and Dolan Family Office roles .
- Media and sports governance experience across Cablevision, MSGN, MSGE, MSGS, and AMC Networks .
- Board acknowledges she brings institutional knowledge and contributions from prior directorships in media and sports sectors .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Class A Common Stock (personal) | 11,606 shares | Sole voting/dispositive power |
| Class A Common Stock (shared) | 80,225 shares | Heartfelt Wings Foundation (49,320), Dolan Children Trust (24,187), 2009 Family Trust (6,718); disclaimed beneficial ownership |
| Class B Common Stock (shared) | 1,096,578 shares | Dolan Children Trust (450,152), 2009 Family Trust (646,426); equal number of Class A issuable upon conversion; disclaimed beneficial ownership |
| Director RSUs held (as of 12/31/2024) | 14,757 units | Aggregate RSUs under Director Stock Plan |
| Voting arrangements | Dolan Family Committee directs voting of Dolan Family Group Class B shares (with exceptions for Excluded Trusts) |
Holding requirement: Director RSUs settle after separation (first business day following 90 days) and may be settled in stock or, at Committee discretion, cash .
Broader group holdings: Members of the Dolan family “group” may be deemed to beneficially own all outstanding Class B shares; registration rights agreements provide demand and piggy-back rights for Dolan Parties and Children Trusts .
Governance Assessment
- Independence and committees: Marianne is a Class B Director with no committee assignments; independence is not stated, and extensive family ties with multiple directors present potential conflicts and influence risks for minority Class A holders .
- Attendance/engagement: Met the Board’s minimum attendance threshold during the 2024 Transition Period; Board convened four times, and 15 directors attended the annual meeting, indicating engagement at the Board level .
- Pay structure alignment: Director pay mix is standard (cash retainer plus RSUs) with no meeting fees; RSU settlement is deferred until after separation, promoting longer-term holding but lacking performance metrics for directors .
- Control dynamics RED FLAGS:
- Dolan Family Committee voting arrangement centralizes control over Class B shares; James L. Dolan’s two votes can block change-in-control and going-private approvals, diminishing minority influence and potentially constraining strategic alternatives .
- Family group beneficial ownership and interlocks across boards (MSGE, MSGS, prior AMCX) increase related-party exposure and information flow concentration; Marianne’s disclosed family relationships underscore aligned voting within the group .
- Ownership alignment: Marianne has personal Class A holdings and director RSUs; significant additional holdings are through trusts/foundation with disclaimed beneficial ownership, which can reduce direct economic alignment despite voting influence via the family structure .
- Programmatic governance: No nominating committee, with separate nomination mechanisms for Class A and Class B directors; combined with dual-class voting, investors should monitor Class A director independence to mitigate Class B influence .
Sphere Entertainment Co. context: Sphere and MSG Networks are the two segments; the company operates in specialized live entertainment and media industries, which informs the Board’s composition focus on sector knowledge and institutional experience .