Robert Langer
About Robert Langer
Robert Langer, 61, has served as Executive Vice President, Chief Financial Officer and Treasurer of Sphere Entertainment Co. since January 2025. He previously held senior finance and strategy roles at The Walt Disney Company (1999–2024), most recently leading enterprise-wide financial planning and corporate strategy, including forecasts, budgets, long-range plans, M&A, strategic alternatives, data analytics, sourcing/procurement and international labor standards; prior experience includes Boston Consulting Group . For business performance context around his appointment, Sphere generated revenues of $536.2 million, operating loss of $260.6 million, and AOI of $22.7 million in the six-month transition period ended December 31, 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| The Walt Disney Company | Global Leader of Enterprise-Wide Financial Planning; Corporate Strategy | 2019–Mar 2024 (strategy 2022–Mar 2024) | Led forecasts, annual budgets, long-range plans; directed corporate strategy, M&A, strategic alternatives; oversaw data analytics, sourcing/procurement, international labor standards; ran a tech-focused incubator program . |
| The Walt Disney Company | CFO – Disney ABC Television Group; Country Manager & GM – Germany/Switzerland/Austria; GM – Disney Consumer Products Europe; CFO – Disney Consumer Products; CFO – Disneyland Resort | Various roles 1999–2019 | Senior financial and general management roles across TV, consumer products, parks, and international operations . |
| Boston Consulting Group | Senior Case Leader | Pre-1999 | Strategy consulting foundation; analytical leadership . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| German American Business Association | Advisory Board Member | Current | Ongoing industry network engagement . |
| Ravensburger AG | Board service permitted | Current | Employment agreement permits up to two non-competing boards; includes current service at Ravensburger AG without further approval . |
Fixed Compensation
| Element | Terms | Status/Timing |
|---|---|---|
| Base salary | Not less than $1,000,000 annually | Effective Jan 13, 2025 . |
| Target annual bonus | Not less than 100% of base salary; discretionary based on Company, unit, individual performance; paid early in subsequent fiscal year; must be employed at payment unless otherwise provided | FY2025 onward . |
| Special cash award | $250,000 paid within 30 days of start; prorated refund required if employment ends before first anniversary due to voluntary resignation (other than Good Reason/death/disability) or termination for Cause | Paid post-start; subject to clawback conditions . |
| Benefits | Standard medical, dental, vision, life, AD&D, disability, retirement, paid holidays, flexible time off; expense reimbursement | Ongoing. |
Performance Compensation
| Incentive | Metric/Design | Target/Value | Payout/Vesting |
|---|---|---|---|
| Annual bonus | Company and unit performance; individual performance; Compensation Committee discretion | Target ≥100% of base salary | Paid early in subsequent fiscal year; employment condition applies . |
| Annual long-term incentives | Mix of cash and/or equity; design consistent with similarly situated execs; three-year vesting | Aggregate target value not less than $1,700,000 per year | Award agreements govern; standard three-year vesting . |
| Special RSU grant | Restricted stock units under Company plan | $500,000 grant-date value | 1/3 vests on 3/15/2026, 3/15/2027, 3/15/2028 . |
| Company PSU/RSU programs | FY2025 long-term program uses RSUs and PSUs with financial targets set upon finalization of long-range plan | Not disclosed (targets to be set) | Per award agreements; change-of-control provisions summarized below . |
Equity Ownership & Alignment
- Beneficial ownership: The April 9, 2025 stock ownership table lists directors and named executive officers individually; Mr. Langer is disclosed as an executive officer but not listed individually in the table (ownership for him not disclosed there) .
- Upcoming vesting events: Special RSU tranches on 3/15/2026, 3/15/2027, 3/15/2028, which may create potential selling windows subject to insider trading policy and any 10b5‑1 plans .
- Hedging/pledging: Insider Trading Policy prohibits hedging, short sales, placing securities in margin accounts, or pledging Company securities; applies to executives and immediate family/household members .
- Clawback: NYSE-compliant clawback policy for erroneously awarded incentive-based compensation on accounting restatements (applies to current/former executive officers; last three fiscal years) .
Employment Terms
| Term | Detail |
|---|---|
| Start date; title | Appointed EVP, CFO & Treasurer effective Jan 13, 2025 . |
| Agreement term | Three-year term expiring on third anniversary of Commencement Date (“Scheduled Expiration Date”) . |
| Board/external activities | May serve on up to two non-competing boards with CEO approval; includes Ravensburger AG board without further approval; charitable/community activities permitted; must not materially interfere with duties . |
| Non-compete | Prohibits employment with competitive entities during employment and for one year after termination; defined to include arenas/stadiums/concert promoters/related businesses, and New York-area regional sports networks; ≤1% passive public equity ownership allowed . |
| Non-solicit | One year restriction on hiring/soliciting Company employees post-termination (with carve-outs for general solicitations/reference giving) . |
| Confidentiality & non‑disparagement | Robust confidentiality obligations with statutory whistleblower protections; mutual non‑disparagement provisions; Company restrictions consistent with law and exchange rules . |
| Cooperation | Post-employment cooperation at $7,000 per day; reasonable scheduling and expense reimbursement . |
| Severance (on/before Scheduled Expiration) | If terminated without Cause or resigns for Good Reason (and Cause does not exist), minimum severance ≥2× (base + target bonus); paid 60% at 6 months and 40% at 12 months post-termination; unpaid prior-year bonus and prorated current-year bonus; immediate vesting of long-term cash awards (paid when active executives are paid); time-based restrictions on restricted stock/RSUs eliminated (performance-conditioned awards deliver when performance certified); options/SARs immediately vest, exercisable for remainder of term; subject to standard separation agreement and revocation periods . |
| Death/Disability | Similar benefits: unpaid/prorated bonus; time-based equity restrictions eliminated; long-term cash awards vest at target if performance period incomplete; otherwise paid consistent with peers; separation agreement not required in case of death . |
| After Scheduled Expiration | If terminated without Cause/for Good Reason/death/disability (and Cause does not exist), entitled to unpaid/prorated bonus, immediate vesting of long-term cash awards, equity acceleration as above, and options/SARs vest . |
| Change-of-control and going-private (award-level) | Company RSU/PSU forms provide cash-out or substitution and accelerated vesting/payment at defined events, with rabbi trust funding and 409A compliance; “good reason” protections; detailed mechanisms for Sphere, MSGE, MSGS CoC and going-private events . |
| Definitions | “Cause” and “Good Reason” include salary/bonus reduction, relocation out of Los Angeles County, diminution of title/reporting line/senior finance role, or material breach by Company (with notice/cure periods) . |
| Tax gross-up | Agreement includes best-net (cap vs. full) approach on 4999 excise tax to maximize after-tax proceeds; Company covers calculation costs . |
| 409A compliance | Six-month delay for specified employee distributions with interest; separate-payment treatment; expense reimbursement rules . |
| Venue/Jury Trial | New York law; NY courts exclusive jurisdiction; mutual jury trial waiver . |
Performance & Track Record
- Operating context: In the 2024 Transition Period (Jul–Dec 2024), Sphere reported revenues of $536.2 million, operating loss of $260.6 million, and AOI of $22.7 million; venue utilization and content launches included U2 immersive film, Dead & Company, Eagles, Anyma, UFC 306, Formula 1 Las Vegas, and corporate keynotes; partnerships with Verizon, Ticketmaster, DCT Abu Dhabi; launch of Gotham Sports app by JV GAME .
- Compensation governance context: “Say‑on‑pay” at the Dec 9, 2024 annual meeting passed with 84,542,676 votes For, 5,687,698 Against, and 95,633 Abstain (Class A and B voting together), indicating shareholder support for compensation design .
- Program design for FY2025: Company reinstated performance-based annual incentives and RSU/PSU long-term mix, with PSUs’ financial targets to be set upon completion of the long-range plan .
Vesting Schedules & Insider Selling Pressure
| Award | Tranches | Dates | Considerations |
|---|---|---|---|
| Special RSU | 1/3 each | 3/15/2026; 3/15/2027; 3/15/2028 | Potential sale windows upon vest; subject to Insider Trading Policy (no hedging/pledging/margin) and any 10b5‑1 plans; policy aims to mitigate inappropriate trading risk . |
| Annual LTI (RSU/PSU) | Program-level | Three-year vesting cadence | PSU metrics to be finalized; change-of-control protections at award level . |
Equity Ownership & Alignment (Summary Points)
- Alignment via equity: Special RSU grant and annual LTI provide direct stock-based alignment with shareholders .
- Anti-pledging/hedging: Policy restrictions reduce leverage-related selling risk and speculative trading risk .
- Beneficial ownership: Individual holdings for Mr. Langer were not itemized in the April 9, 2025 stock ownership table; he is disclosed as an executive officer .
Compensation Structure Analysis
- Cash vs equity mix: Annual LTI target (≥$1.7M) and special RSU ($500k) indicate meaningful equity share of total comp; annual bonus target equals base, creating balanced at‑risk exposure .
- At-risk pay: Majority of incentive opportunity tied to Company performance and long-term vesting; PSUs’ use pending long-range plan finalization .
- Guarantees vs at-risk: Base and special cash are fixed; bonus/LTI are at‑risk and subject to performance and continued employment .
- Clawbacks and policies: NYSE clawback policy, insider trading restrictions strengthen governance and alignment .
- Severance design: Provides retention through stability (Good Reason definition, equity acceleration) but includes meaningful separation economics (≥2× base+target) which also manage transition risk .
Related Party Transactions and Governance
- Overlaps: Company acknowledges overlapping directors/officers with MSGE, MSGS, AMC Networks; policies to manage related-party transactions via Independent Committee and special approval policy (> $1,000,000 threshold) .
- Insider trading and independence: Company’s insider trading, governance, and risk oversight structures described in proxy (Audit Committee, Compensation Committee independence; cyber risk oversight) .
Investment Implications
- Alignment: Equity-heavy LTI, prohibited pledging/hedging, and NYSE clawback support alignment with long-term shareholder value creation .
- Retention risk: Strong severance and equity acceleration terms reduce the risk of disruptive departures, but create predictable vesting/cash flows on separation; non-compete and non-solicit mitigate competitive leakage .
- Trading signals: Scheduled RSU vesting dates (Mar 15 each year) can create routine supply windows; policy and potential 10b5‑1 plans temper ad hoc selling risk .
- Performance linkage: FY2025 reintroduction of PSUs with to‑be‑set financial targets suggests increasing pay‑for‑performance rigor as Sphere’s long-range plan is finalized; monitor disclosures for PSU metrics and threshold/target/max outcomes .
- Governance support: December 2024 say‑on‑pay passed with strong majority, indicating shareholder support for compensation programs around the executive team, including the new CFO structure .