Ryan T. Dolan
About Ryan T. Dolan
Ryan T. Dolan, age 35, is a Class B director of Sphere Entertainment Co. (SPHR) and has served on the Board since April 17, 2020. He is not assigned to any Board committees and is not identified as an independent director by the Company. He is also a long-time employee of a Sphere subsidiary focused on interactive experiences, which, combined with his Dolan family ties, places him firmly in the non‑independent category. Other current public directorships include Madison Square Garden Entertainment Corp. (MSGE) and Madison Square Garden Sports Corp. (MSGS) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MSG Ventures, LLC (wholly-owned subsidiary of SPHR) | Senior Vice President, Interactive Experiences | Oct 2023–present | Integral role in growth and development of interactive gaming initiatives |
| MSG Ventures, LLC | Vice President, Interactive Experiences | Jun 2019–Oct 2023 | Product/initiative leadership in interactive experiences |
| MSG Ventures, LLC | Director, Interactive Experiences | 2016–Jun 2019 | Early build-out of interactive initiatives |
| Sphere Entertainment Group, LLC (SPHR subsidiary) | Employee (non-executive officer) | Since Mar 2016 | Employee compensation disclosed as related-party; earned $401,074 in the 2024 Transition Period |
External Roles
| Company | Role | Dates | Notes |
|---|---|---|---|
| Madison Square Garden Entertainment Corp. (MSGE) | Director | Since Apr 2023 | Family-controlled affiliate; intercompany arrangements with SPHR exist |
| Madison Square Garden Sports Corp. (MSGS) | Director | Since Dec 2019 | Family-controlled affiliate; intercompany arrangements with SPHR exist |
Board Governance
- Independence and committees: The Board is a “controlled company” and does not have a majority of independent directors; the Company identifies independent directors (not including Ryan T. Dolan). Only two standing committees exist (Audit and Compensation), both fully independent; Ryan has no committee assignments .
- Attendance: The Board met four times in the 2024 Transition Period; all directors attended at least 75% of Board and applicable committee meetings .
- Lead independent director and executive sessions: The Board does not designate a lead independent director given the voting structure; the Company holds regular executive sessions of independent directors .
- Related-party review: The Audit Committee reviews and approves related-party transactions as required and oversees risk, including cybersecurity and venue security .
Fixed Compensation
| Component | Amount/Status | Notes |
|---|---|---|
| Board cash retainer | $0 | Company policy: directors who are Company employees receive no compensation for service as directors; Ryan is a Company subsidiary employee |
| Board equity (director RSUs) | $0 | Non-employee director program only; Ryan is not included in non-employee director awards table . |
| Employment cash compensation (SPHR subsidiary) | $401,074 | Earned during the 2024 Transition Period (as a non-executive officer employee of Sphere Entertainment Group, LLC) . |
| Prior-year employment cash compensation | $621,909 | Earned in fiscal year ended June 30, 2024 . |
Reference – Non-employee Director Program (context, not applicable to Ryan): Annual cash retainer $75,000; annual equity retainer $160,000 (reduced to $80,000 for the half-year 2024 Transition Period); Audit/Comp Committee member fee $15,000; Chair fee $25,000; no meeting fees .
Performance Compensation
| Grant/Instrument | Grant Date | Terms | Vesting | Expiration | Notes |
|---|---|---|---|---|---|
| Premium-priced cash-settled Stock Appreciation Rights (employee award) | Oct 25, 2023 | Three equal tranches with exercise prices $42.23, $45.60, $50.67 | Cliff vests Oct 20, 2026 (service-based) | Oct 20, 2033 | Grant date fair value $589,924; award intended to incentivize and retain in connection with Sphere; aligns with FY24 premium-priced performance options . |
Other Directorships & Interlocks
| Entity | Nature of Interlock/Arrangement | Quantitative Details |
|---|---|---|
| MSGE and MSGS | Intercompany aircraft and services arrangements; MSGE provides certain aircraft support services; cost sharing among SPHR/MSGE/MSGS | SPHR paid MSGE $3.1m and MSGS $1.2m during 2024 Transition Period; SPHR’s portion of personal aircraft/helicopter use costs was $283,136 . |
| MSGE, MSGS, AMC Networks | Shared executive support costs (office space, assistants, security, transportation) | SPHR’s portion of executive support expenses: ~$377,985 in the 2024 Transition Period . |
Expertise & Qualifications
- Domain focus: Interactive experiences and gaming initiatives at MSG Ventures (SPHR subsidiary), with multi-year operating experience in product/initiative development .
- Board exposure: Concurrent service on boards of MSGE and MSGS provides cross-ecosystem perspective, but also underscores related-party exposure/interlocks .
Equity Ownership
| Holder | Class | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|---|
| Ryan T. Dolan | Class A Common Stock | 2,495 | * | As of April 9, 2025 (Reference Date) . |
| Ryan T. Dolan | Class B Common Stock | — | — | No Class B holdings disclosed . |
Policy controls:
- Hedging/pledging: Company Insider Trading Policy prohibits directors and employees from hedging and pledging Company securities (including margin accounts) .
- Section 16 compliance: Company not aware of any failures to file or late filings for directors during the 2024 Transition Period .
Governance Assessment
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Signals reducing investor confidence (Red Flags):
- Non-independence and family ties: Ryan is a Dolan family member, a Company subsidiary employee, and not listed among independent directors; the Company is a controlled company without a majority of independents .
- Interlocks and related-party exposure: Concurrent roles at MSGE and MSGS alongside material intercompany arrangements (aircraft/services cost sharing) elevate related-party risk; the Company recorded multi-million dollar payments tied to aircraft arrangements and executive support cost allocations .
- Low direct ownership: Beneficial ownership of 2,495 Class A shares suggests limited personal “skin in the game” relative to influence; no Class B holdings disclosed .
-
Mitigating factors:
- Governance processes: Audit and Compensation Committees are fully independent; Audit Committee reviews related-party transactions; the Company engages an independent compensation consultant (ClearBridge) and reported no consultant conflicts .
- Attendance and process discipline: Board met four times in the 2024 Transition Period and all directors met the 75% attendance threshold .
- Trading controls: Prohibition on hedging/pledging reduces alignment risk from collateralized or hedged positions .
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Implications:
- Board effectiveness and independence: Given controlled-company status and family employment/interlocks, investors should weigh whether oversight of strategy, capital allocation, and related-party transactions is sufficiently robust despite independent committees .
- Alignment: Employment-based SARs (price-based, premium strike) align compensation to stock appreciation, but the absence of director RSUs (due to employee status) removes a common director-alignment mechanism at the Board level .
RED FLAGS: Non-independent director status with family and employment ties; cross-entity arrangements with MSGE/MSGS; limited personal share ownership; absence of a lead independent director in a controlled structure .