Paul J. Dolan

About Paul J. Dolan

Paul J. Dolan (age 66) is a Class B director of Sphere Entertainment Co. (SPHR) who has served on the Board since April 17, 2020; he is not assigned to any SPHR Board committee and is a cousin within the Dolan family that controls the Company’s Class B stock . He is Chairman & CEO of the Cleveland Guardians (MLB) since 2010 (previously President 2004–2010; VP & General Counsel 2000–2004) and currently serves on MLB’s Ownership Committee, Diversity & Inclusion Committee, and the Executive Council . He previously sat on The J.M. Smucker Company’s board from 2006–2023, chairing the Executive Compensation Committee from 2017 until August 2022, and has been a director of private firm Dix & Eaton since 2014; he also previously served on boards of MSG Networks and Cablevision .

Past Roles

External Roles

Board Governance

• Independence and role: Dolan is a Class B director and is not designated independent under NYSE rules; SPHR is a “controlled company,” does not have a majority-independent Board, and has no Governance/Nominating committee; it maintains fully independent Audit and Compensation Committees .
• Committee assignments: None at SPHR (no Audit or Compensation Committee membership) .
• Board leadership: The Board combines Executive Chairman and CEO roles (James L. Dolan) and does not designate a Lead Independent Director due to the Company’s voting structure .
• Attendance: The Board met 4 times in the 2024 Transition Period; all directors during that period attended at least 75% of Board/committee meetings .
• Committee activity levels: Audit Committee met 2 times; Compensation Committee met 4 times during the 2024 Transition Period .
• Voting structure: As of April 9, 2025, Class B shares (10 votes/share) are 100% held by the Dolan Family Group, which can elect Class B directors and approve key proposals regardless of other votes .

Fixed Compensation

Program structure for non-employee directors:

2024 Transition Period actuals for Paul J. Dolan (six months ended 12/31/2024):

Performance Compensation

Director equity awards (time-based; not performance-conditioned):

• Vesting/holding: Director RSUs are fully vested on grant but subject to a holding requirement until 90 days after separation from Board service (or earlier upon death) .
• Performance metrics tied to director pay: None disclosed; director compensation is not tied to performance goals .

Other Directorships & Interlocks

• Current public company boards: MSGE (since April 2023) and MSGS (since December 2019) .
• Interlocks/conflicts context: Multiple SPHR directors/officers also serve as directors or executives at MSGE, MSGS, and AMC Networks; SPHR maintains an “overlap policy” and Independent Committee oversight for related-party and intercompany transactions .

Expertise & Qualifications

• Domain expertise: Extensive leadership in professional sports operations and media; prior executive and board roles across media/sports companies .
• Compensation governance experience: Chaired Smucker’s Executive Compensation Committee (2017–Aug 2022), bringing compensation oversight expertise .
• Board conclusion on qualifications: SPHR cites his sports/media management experience and prior board service as reasons he should serve as director .

Equity Ownership

Notes: “*” denotes the Company’s symbol in the ownership table (percent not explicitly quantified) .

Governance Assessment

• Strengths and positive signals

  • Compensation, Audit committees are 100% independent; Audit Committee members (Lhota, Tese, Vogel) designated “financial experts” by the Board .
  • Independent Committee policy oversees related-party and intercompany transactions above set thresholds; quarterly updates provided; policy requires independent director approval to amend/terminate .
  • Anti-hedging/pledging policy and clawback policy cited among compensation governance practices; say-on-pay support ~93.7% in 2024, suggesting broad investor acceptance of pay program .

• Risk indicators and red flags

  • Controlled company: Dolan Family Group controls 100% of Class B and substantial combined voting power; Board not majority independent; no Lead Independent Director .
  • Family and intercompany entanglements: Multiple overlapping director/officer roles across SPHR, MSGE, MSGS, AMC Networks; corporate opportunity renunciation in charter acknowledges overlaps; potential for conflicts is explicitly disclosed .
  • Related-party arrangements: Shared aircraft and executive support services with MSGE/MSGS; SPHR paid $3.1M to MSGE and $1.2M to MSGS for aircraft arrangements and ~$378k for shared executive support in the 2024 Transition Period (allocation arrangements in place) .
  • Concentrated individual influence: Paul J. Dolan beneficially owns 1.72M Class B shares and 115k Class A shares, representing 17.7% combined voting power, reinforcing control-group influence over governance outcomes .

• Attendance and engagement

  • Board met 4 times in the period; all directors attended at least 75% of applicable meetings, indicating baseline engagement .

Related-Party and Conflicts Context (Director-Relevant)

• Overlap policy and charter provisions allow renunciation of certain business opportunities and validate intercompany transactions with MSGE, MSGS, AMC Networks; Independent Committee oversight is used for approval thresholds and dispute handling .
• Aircraft and executive support arrangements among SPHR, MSGE, MSGS set out allocation/payment frameworks; SPHR’s disclosed costs during the Transition Period reflect ongoing intercompany usage .
• Family ties are pervasive; Ryan T. Dolan (James L. Dolan’s son, also an SPHR director) is employed by a subsidiary; familial relationships among directors are disclosed (Paul J. Dolan is a cousin of James L. Dolan, etc.) .

Director Compensation Summary (2024 Transition Period)

Section 16 and Insider Activity

• Delinquent filings: The Company reports no known failures to file required Section 16(a) reports during the 2024 Transition Period .
• Note: Specific Form 4 transaction details for Paul J. Dolan are not itemized in the proxy; additional Form 4 analysis can be provided upon request.

Committee Assignments (SPHR)

Key Context on Board Structure

• Board independence profile: Independent directors are Lhota, Litvin, Perelman (Class A), Sykes (Class A), and Tese (Class B); independent representation expected to be ~33.3% if all nominees elected, with Class A representation at 26.7% .
• Executive sessions of independent directors occur regularly as per governance guidelines .

Notes on Director Equity Holding Policy

• Director RSUs are granted annually and fully vest at grant but are subject to a holding period until 90 days after separation from service (or settlement upon death), supporting ongoing alignment during service .

This analysis is based solely on SPHR’s 2025 DEF 14A proxy statement (filed April 22, 2025). All facts, figures, and statements are cited to the indicated sections of the proxy.