B. James Ford
About B. James Ford
Independent director since 2010; age 55 as of the 2024 annual meeting; BA in Economics from UCLA and MBA from Stanford GSB. Former Managing Director and Portfolio Manager at Oaktree’s Global Principal Group; currently Chairman of FRD, LLC (since July 2019) and designated by the Board as an audit committee financial expert; the Board has affirmatively determined his independence under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oaktree Capital Management (Global Principal Group) | Managing Director & Portfolio Manager; led media and energy sector investments | Joined 1996; PM named 2006 | Oversaw investment approvals; governance work across portfolio boards |
| Oaktree Capital Management | Senior Advisor | 2016–2017 | Advisory support post-portfolio management |
| Los Angeles Organizing Committee, Olympic & Paralympic Games 2028 (LA28) | Senior Advisor | 2016–Dec 2024 | Strategic advisory role |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| FRD, LLC (merchant bank/family office) | Chairman | July 2019–present | Current primary role |
| Stanford Graduate School of Business | Advisory Council member | Ongoing | Governance/education engagement |
| Children’s Bureau | Active member | Ongoing | Nonprofit board engagement |
| Los Angeles Fire Department Foundation | Charity board member | Ongoing | Civic involvement |
Board Governance
- Independence and board structure: The Board determined five of seven directors, including Ford, are independent; the company does not have a Lead Independent Director, and independent directors hold regular executive sessions presided by Gary Ginsberg .
- Committee leadership: Ford chairs both the Audit Committee and the Compensation Committee; he is not listed on the Nominating & Corporate Governance Committee .
- Attendance: The Board held 3 meetings in 2024 with each member attending at least 75% of Board/committee meetings; six of seven directors attended the 2024 annual meeting. In 2023, the Board held 5 meetings, with at least 75% attendance for each member except one Audit Committee member who missed one meeting; the Audit Committee met 4 times in 2023 .
- Audit oversight (as Chair): The Audit Committee recommended inclusion of 2024 audited financials in the 10-K; it reviewed PCAOB-required communications and auditor independence; BDO’s audit fees were $993,053 (2024) and $948,553 (2023) .
- Related party transactions: Company policy requires Audit Committee approval of related person transactions; other than the MSG share repurchases disclosed, there were no Item 404 transactions for 2024–2023 .
- Stockholder voting: Ford was re-elected in 2024 with 18,647,473 “For,” 1,828,505 “Withhold,” and 1,634,380 broker non-votes .
| Audit Firm Fees ($) | 2023 | 2024 |
|---|---|---|
| BDO USA, P.C. – Audit Fees | $948,553 | $993,053 |
| Total Fees | $948,553 | $993,053 |
Fixed Compensation
- Program design: Non-employee directors receive an annual cash retainer of $70,000 (Board) and $25,000 per committee chair, paid in arrears in Q1 following service year .
- Ford’s cash fees: $120,000 for 2024 service (paid Q1 2025) and $120,000 for 2023 service (paid Q1 2024), consistent with Board retainer plus two chair roles .
| Ford – Cash Compensation ($) | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $120,000 | $120,000 |
| Program Board Retainer (reference) | $70,000 | $70,000 |
| Program Chair Retainer (reference) | $25,000 | $25,000 |
Performance Compensation
- Equity structure: Annual Restricted Stock grant valued at $130,000; vests 100% on the first anniversary of grant date, subject to continued service; awards granted in Q1 following service year .
- Ownership guidelines: 3× annual cash retainer ($210,000) in qualifying shares; 5-year compliance period; retain 33% of cumulative shares granted; all non-employee directors are compliant or within phase-in .
| Ford – Equity Compensation | 2023 | 2024 |
|---|---|---|
| Stock Awards ($ grant date fair value) | $130,003 | $130,000 |
| Equity Type | Restricted Stock (time-based) | Restricted Stock (time-based) |
| Vesting | 1-year cliff | 1-year cliff |
Note: Director equity is time-based; no director-specific performance metrics (e.g., TSR or EBITDA hurdles) apply to Ford’s grants .
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Ford in the proxy materials; prior service on boards of numerous private and public companies during his Oaktree tenure (not enumerated) .
- Interlocks/conflicts: No director interlocks or related-person conflicts involving Ford disclosed; the company reported no Item 404 related party transactions for 2024–2023 beyond MSG repurchases .
Expertise & Qualifications
- Designated audit committee financial expert; meets SEC/NYSE financial literacy requirements; extensive investment, governance, and media sector experience from Oaktree; chairing both Audit and Compensation Committees evidences board trust in his governance leadership .
Equity Ownership
- Stock ownership guidelines: Requires 3× cash retainer ($210,000) in qualifying shares; retention of 33% of cumulative director grants; compliance or phase-in acknowledged for all non-employee directors .
- Beneficial ownership:
| Metric | As of Mar 12, 2024 | As of Mar 11, 2025 |
|---|---|---|
| Shares Beneficially Owned (Total) | 77,808 | 79,760 |
| Ownership % (Aggregate classes) | <1% | <1% |
| Class Breakdown | Not separately disclosed for Ford | Not separately disclosed for Ford |
Governance Assessment
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Strengths:
- Dual committee chair roles (Audit and Compensation) with independence status strengthen oversight of financial reporting and pay practices; Ford is an audit committee financial expert .
- Clear director ownership alignment via newly adopted stock ownership guidelines; directors compliant or within phase-in .
- Robust audit oversight and auditor independence processes; consistent audit fee levels year-over-year .
- Shareholder mandate: Strong vote totals for Ford’s 2024 reelection indicate investor confidence .
- Use of independent compensation consultant (WTW) for benchmarking director and executive programs; Compensation Committee fully independent since 2021 .
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Watch items / RED FLAGS:
- Board does not have a Lead Independent Director; executive sessions are presided over by Ginsberg rather than a formally designated LID, a governance nuance to monitor in a dual-chair environment (Executive Chairman + CEO) .
- Lower board meeting frequency in 2024 (three meetings), which may indicate lighter cadence; continued tracking of committee activity and engagement advisable .
- Company-level perquisites and tax gross-ups exist for NEOs (not directors); monitor Compensation Committee’s posture on shareholder-friendly practices over time .
- MSG historical board observer rights and discounted repurchases are related-party dynamics at the company level; no Ford-specific exposure disclosed, but continued Audit oversight is prudent .
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Shareholder engagement: ~4 investor conferences and >75 investor meetings in 2024 underscore active outreach, supporting board-market feedback loops .