Vincent Tese
About Vincent Tese
Vincent Tese, age 82, is an independent Class B Director of Sphere Entertainment Co. (SPHR) serving since April 17, 2020; he is a member of the Audit Committee and is designated an SEC “audit committee financial expert.” His background spans senior New York State economic and financial regulatory roles, chairmanships and directorships in financial services and real estate, and long tenure on boards of Dolan-controlled companies (AMCX, MSGS), providing deep finance and governance expertise relevant to SPHR’s risk oversight needs .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New York State Urban Development Corporation | Chairman & CEO | 1985–1987 | Led state economic development initiatives |
| New York State | Director of Economic Development | 1987–1994 | Oversaw statewide economic policy |
| Port Authority of NY & NJ | Commissioner & Vice Chairman | 1991–1995 | Infrastructure and regional economic oversight |
| New York State | Superintendent of Banks | 1983–1985 | Financial regulatory leadership |
| FCB Financial Holdings / Florida Community Bank | Executive Chairman | 2009–Jan 2019 | Bank holding co. leadership through post-crisis period |
| Intercontinental Exchange, Inc. | Director | 2004–May 2022 | Market infrastructure governance |
| Mack-Cali Realty Corporation | Director | 1997–2019 | REIT board oversight |
| Cablevision Systems Corporation | Director | 1996–2016 | Media/cable governance |
| The Bear Stearns Companies, Inc. | Director | 1994–2008 | Financial services board role |
| Gabelli Asset Management; National Wireless Holdings, Inc. | Director | Not disclosed | Additional capital markets/telecom exposure |
External Roles
| Organization | Role | Tenure/Ticker | Notes |
|---|---|---|---|
| ICE Clear Credit LLC | Chairman | Since 2013 | Central counterparty risk oversight |
| AMC Networks Inc. | Director | Since 2016 (NASDAQ: AMCX) | Dolan-controlled company |
| Claros Mortgage Trust, Inc. | Director | Since 2021 (NYSE: CMTG) | Commercial mortgage REIT |
| Madison Square Garden Sports Corp. | Director | Since 2015 (NYSE: MSGS) | Dolan-controlled company |
| New York Racing Association, Inc. | Director | Not disclosed | Sports/entertainment governance |
| New York-Presbyterian Hospital | Trustee | Since 1996 | Non-profit oversight |
| NYU School of Law | Trustee | Since 1990 | Academic governance |
Board Governance
- Committee assignments: Audit Committee member; Audit met twice in the 2024 transition period; Tese is designated an SEC audit committee financial expert .
- Independence: Board determined Tese is independent under NYSE and SEC rules; his brother’s prior non-officer employment at affiliates was deemed not material to independence .
- Attendance: Board met four 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 .
- Executive sessions: Independent directors meet regularly in executive session; non-management directors meet as well .
- Lead independent director: Not designated given controlled-company voting structure; Board combines Executive Chairman and CEO roles .
- Risk oversight: Audit Committee oversees financial reporting, internal control, venue security and cybersecurity; receives periodic updates and reports to the Board .
Fixed Compensation
| Element | Program Amount | Tese Actual – 2024 Transition Period | Notes |
|---|---|---|---|
| Annual cash retainer | $75,000 | $45,000 | Transition period was six months; includes board retainer and Audit Committee membership fee prorated; no meeting fees |
| Committee member fee (Audit/Compensation) | $15,000 | Included in above | Paid quarterly, prorated; Tese serves on Audit Committee |
| Committee chair fee | $25,000 | N/A | Tese is not a chair; Audit Chair is Lhota |
| Annual equity retainer | $160,000 | $73,917 grant-date fair value | 1,956 RSUs granted Dec 9, 2024; TP equity retainer sized at $80,000 due to six-month period; accounting fair value differs from sizing average |
| Meeting fees | None | None | No per-meeting fees |
Performance Compensation
| Equity Type | Grant Details | Vesting | Holding/Settlement |
|---|---|---|---|
| Restricted Stock Units (Director Stock Plan) | 1,956 RSUs granted Dec 9, 2024; grant-date fair value $73,917 | Fully vested at grant | Subject to holding until 90 days post separation; settles in stock or cash at Committee election |
| Deferred compensation (cash-to-RSU election) | No directors elected for 2025 | N/A | Would convert cash to RSUs using 20-trading-day average price; subject to same holding rules |
No performance metrics are tied to director compensation at SPHR; director equity awards are time-based RSUs with holding requirements, not PSUs or options .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Vector |
|---|---|---|
| AMC Networks (AMCX) | Director | Dolan-controlled; intercompany arrangements subject to Independent Committee special approval above $1,000,000 |
| Madison Square Garden Sports (MSGS) | Director | Dolan-controlled; same special approval policy applies |
| Claros Mortgage Trust (CMTG) | Director | Unrelated to SPHR operations; financial services governance |
Expertise & Qualifications
- SEC “audit committee financial expert” designation; extensive financial, regulatory, and market infrastructure experience (ICE, Superintendent of Banks, Port Authority); prior REIT and media governance roles .
- Government service adds regulatory sophistication germane to oversight of MSG Networks and Sphere venue operations risk .
Equity Ownership
| Holder | Class | Beneficial Ownership (Shares) | Percent of Class | RSUs Held (Director Plan) |
|---|---|---|---|---|
| Vincent Tese | Class A Common Stock | 6,335 | * | 14,757 RSUs as of Dec 31, 2024 |
| Vincent Tese | Class B Common Stock | — | — | N/A |
- Company maintains anti-hedging/pledging policies; no pledging or hedging by Tese is disclosed in the proxy .
- Stock ownership for directors is reinforced via RSU holding requirements through end of service .
Insider Trades
| Indicator | Disclosure |
|---|---|
| Section 16(a) compliance | Company reports no failures or late filings by directors during the 2024 transition period |
Governance Assessment
-
Strengths:
- Independent director with “audit committee financial expert” status; active Audit Committee member supporting financial reporting integrity and cybersecurity oversight .
- Good engagement/attendance norms; Board met four times with ≥75% attendance; robust independent committee processes and related-party special approval policy .
- Governance practices include anti-hedging/pledging and a clawback policy; strong say-on-pay support (~93.7%) indicates shareholder acceptance of compensation governance .
-
Red flags and monitoring points:
- Controlled-company structure: Class B shareholders (Dolan Family Group) have outsized voting power; Board lacks a majority of independent directors and no lead independent director is designated, reducing checks on combined Executive Chair/CEO .
- Interlocks with Dolan-controlled entities (AMCX, MSGS) elevate related-party exposure; while mitigated by the Independent Committee approval framework, investors should monitor transaction flow and adherence to policy .
- Family-related employment ties (brother at affiliates) deemed immaterial for independence, but remain a perception risk; continued oversight advisable .