Madison Square Garden Entertainment Corp DEF 14A, filed Oct 26, 2023

Madison Square Garden Entertainment Corp. (MSGE)

DEF 14A 2023-10-26 For: 2023-12-06

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Added on June 12, 2026

About this DEF 14A

Madison Square Garden Entertainment Corp filed this DEF 14A on October 26, 2023.

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☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material under §240.14a-12



☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


Proxy Statement Summary			1
Voting Items and Board Recommendations			1
Company Overview			1
Corporate Governance and Board Practices			2
Approach to Fostering Diversity and Inclusion			2
Director Nominees			3
Executive Compensation Program			4
General Information			6
Company Overview			6
Proxy Statement Materials			6
Questions and Answers You May Have About Our Annual Meeting and Voting			6
Board and Governance Practices			13
Corporate Governance Practices			13
Stockholder Engagement			13
Board Leadership Structure			13
Board Self-Assessment			14
Executive Sessions of Non-Management and Independent Board Members			14
Risk Oversight			14
Communicating with Our Directors			15
Code of Conduct and Ethics			15
Director Independence			15
Director Nominations			16
Director Selection			17
Board Meetings			17
Committees			18
Director Compensation			21
Proposal 1 — Election of Directors			23
Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm			31
Audit Committee Matters			32
Report of Audit Committee			33
Letter from the Compensation Committee			34
Compensation Discussion & Analysis			35
Executive Summary			35
Compensation Program Practices and Policies			40
Elements of Our Compensation Program			44
Benefits			54
Perquisites			55
Post-Termination Compensation			56
Awards Issued in Connection with the Distribution			57
Report of Compensation Committee			59
Executive Compensation Tables			60
Certain Compensation Disclosure Considerations Related to the Separation of the Company and Sphere Entertainment			60
Summary Compensation Table			61
Grants of Plan-Based Awards			64


Outstanding Equity Awards at June 30, 2023			66
Option Exercises and Stock Vested			68
Retirement and Deferred Compensation Plans			68
Nonqualified Deferred Compensation			69
Employment Agreements			69
Termination and Severance			74
Equity Compensation Plan Information			81
Pay Versus Performance			82
Proposal 3 — Approval of the Company’s 2023 Employee Stock Plan			87
Proposal 4 — Proposal to Approve the Company’s 2023 Stock Plan for Non-Employee Directors			93
New Plan Benefits Table			97
Proposal 5 — Non-Binding Advisory Vote On Named Executive Officer Compensation			98
Proposal 6 — Non-Binding Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Officer Compensation			99
Our Executive Officers			100
Transactions with Related Parties			102
Relationship Between Us, Sphere Entertainment, MSG Sports and AMC Networks			102
Aircraft Arrangements			110
Dolan Family Arrangements			111
Certain Relationships and Potential Conflicts of Interest			112
Related Party Transaction Approval Policy			113
Delinquent Section 16(a) Reports			114
Stock Ownership Table			115
Other Matters			126
Stockholder Proposals for 2024 Annual Meeting			126
Advance Notice of Proxy Holders and Qualified Representatives			126
2023 Form 10-K			127
Annex A — Reconciliation of Non-GAAP FINANCIAL MEASURES			A-1
Annex B — 2023 Employee Stock Plan			B-1
Annex C — 2023 Stock Plan for Non-Employee Directors			C-1


Proposals		Board Recommendation
Proposal 1	Election of directors	FOR
Proposal 2	Ratification of the appointment of our independent registered public accounting firm	FOR
Proposal 3	Approval of the Company’s 2023 Employee Stock Plan	FOR
Proposal 4	Approval of the Company’s 2023 Stock Plan for Non-Employee Directors	FOR
Proposal 5	An advisory vote on the compensation of our named executive officers	FOR
Proposal 6	An advisory vote on the frequency of future advisory votes on named executive officer compensation	3 YEARS



✓		Annual election of directors, with all directors elected to one-year terms

✓		Board composition to include a broad range of skills, experience, industry knowledge, diversity of opinion and contacts relevant to the Company’s business, which serves the interests of the holders of both our Class A Common Stock and Class B Common Stock

✓		Board self-assessments conducted at least annually to assess the mix of skills and experience that directors bring to the Board to facilitate an effective oversight function

✓		Robust director nomination criteria to ensure a diversity of viewpoints, background and expertise in the boardroom

✓		Regular executive sessions of independent directors

✓		Independent Board committees, with each of the Audit Committee and the Compensation Committee comprised 100% of independent directors

✓		Restricted stock units subject to holding requirement through end of service on the Board



Class A Director Nominees	Class B Director Nominees
Martin Bandier	James L. Dolan	Quentin F. Dolan
Donna M. Coleman	Charles F. Dolan	Ryan T. Dolan
Frederic V. Salerno	Charles P. Dolan	Thomas C. Dolan
	Marianne Dolan Weber	Brian G. Sweeney
	Paul J. Dolan



Executive Compensation Principles:

✓		Significant portion of compensation opportunities should be at risk

✓		Long-term performance incentives should generally outweigh short-term performance incentives

✓		Executive officers should be aligned with stockholders through equity compensation

✓		Compensation structure should enable the Company to attract, retain, motivate and reward the best talent in a competitive industry



Component		Performance Link		Description
Base Salary	Cash	• Fixed level of compensation determined primarily based on the role, job performance and experience • Intended to compensate NEOs for day-to-day services performed
Annual Incentive	Cash	Financial (50%) ⁽¹⁾	Total Company Net Revenue (30%)	• Performance-based cash incentive opportunity • Designed to be based on the achievement of pre-determined financial and strategic performance measures approved by the Sphere Compensation Committee
			Total Company AOI (70%)
		Strategic (50%)	Strategic Objectives
Long- Term Incentive	Performance Stock Units (50%)	Total Company Net Revenue (50%)		• Financial performance targets were pre-determined by the Sphere Compensation Committee to incentivize strong execution of our strategy and long-term financial goals and were amended by the Compensation Committee following the Distribution as described herein • Cliff-vest after three years to the extent that financial performance targets measured in the last year of the three-year period are achieved
		Business Unit AOI (50%)
	Restricted Stock Units (50%)	Stock Price Performance		• Share-based award establishes direct alignment with our stock price performance and stockholder interests • Vest ratably over three years


Compensation Element⁽¹⁾	Compensation⁽²⁾⁽³⁾

Annual Cash Retainer		$	75,000

Annual Equity Retainer⁽⁴⁾		$	160,000

Annual Audit/Compensation Committee Member Fee		$	15,000

Annual Audit/Compensation Committee Chair Fee		$	25,000


Name	Fees Earned or Paid in Cash ($)⁽¹⁾		Stock Awards ($)⁽²⁾⁽³⁾		Total ($)

Charles F. Dolan		14,629		116,253		130,882

Charles P. Dolan		14,629		116,253		130,882

Marianne Dolan Weber		14,629		116,253		130,882

Paul J. Dolan		14,629		116,253		130,882

Quentin F. Dolan		14,629		116,253		130,882

Ryan T. Dolan		14,629		116,253		130,882

Thomas C. Dolan		14,629		116,253		130,882

Martin Bandier		20,481		116,253		136,734

Donna M. Coleman		22,431		116,253		138,684

Frederic V. Salerno		22,431		116,253		138,684

Brian G. Sweeney		14,629		116,253		130,882


	Fiscal Year Ended June 30, 2023
Audit fees⁽¹⁾	$	595,000
Audit-related fees⁽²⁾	$	298,000


James L. Dolan		Executive Chairman and Chief Executive Officer
David F. Byrnes		Executive Vice President and Chief Financial Officer
Jamal H. Haughton		Executive Vice President, General Counsel and Secretary
Philip G. D’Ambrosio		Executive Vice President and Treasurer
Courtney M. Zeppetella		Senior Vice President, Controller and Chief Accounting Officer


Principle		Implementation⁽¹⁾

A significant portion of compensation opportunities should be at risk.		• The majority of executive compensation is at risk and based on stockholder returns as well as the Company’s performance against predetermined financial performance targets.

Long-term performance incentives should generally outweigh short-term performance incentives.		• Incentive compensation focuses more heavily on long-term rather than short-term accomplishments and results.

Executive officers should be aligned with our stockholders through equity compensation.		• Equity-based compensation comprises a substantial portion of executive compensation, ensuring alignment with stockholder interests.

The compensation structure should enable the Company to attract, retain, motivate and reward the best talent in a competitive industry.		• The overall executive compensation program is competitive, equitable and thoughtfully structured so as to attract, retain, motivate and reward talent. • The Compensation Committee focuses on total direct compensation, as well as individual compensation elements when providing competitive compensation opportunities.


		Compensation Practices

✓		Substantial proportion of standard annual compensation is at risk (89% for the Executive Chairman and Chief Executive Officer and 68% on average for the other NEOs)

✓		Short- and long-term incentives earned based on the achievement of objective, pre-determined performance goals

✓		Stockholder feedback considered in Compensation Committee review of compensation program

✓		Anti-hedging/pledging policies

✓		No excise tax gross-up provisions

✓		Review of tally sheets for each NEO by Compensation Committee at least annually

✓		Fully independent Compensation Committee oversight of compensation decisions

✓		Compensation Committee utilizes support of an independent compensation consultant and independent legal counsel


Name	2023 Fiscal Year Base Salary		Target Incentive (% of Base Salary)			Actual 2023 Fiscal Year MPIP as a % of Target			Actual 2023 Fiscal Year Annual Incentive Award⁽¹⁾
James L. Dolan	$	1,000,000		200	%		153.2	%	$	3,064,000
David F. Byrnes	$	800,000		100	%		153.2	%	$	1,225,600
Jamal H. Haughton	$	1,100,000		100	%		153.2	%	$	1,685,200
Philip G. D’Ambrosio	$	750,000		75	%		153.2	%	$	861,750
Courtney M. Zeppetella	$	550,000		50	%		153.2	%	$	421,300


Financial Metrics (Weighting)		2023 Fiscal Year Payout Results
Consolidated Total Company Net Revenues (30%)		116.4% of target
Consolidated Total Company AOI (70%)		189.7% of target



Element	Weighting		Summary

Restricted Stock Units	50%	✓	Share-based award establishes direct alignment with our stock price performance and stockholder interests
Restricted Stock Units	50%	✓	Vest ratably over three years

Performance Stock Units	50%	✓	Performance is measured by Total Company Net Revenue and Business Unit AOI, which are equally weighted and considered key value drivers of our business
		✓	Financial performance targets were pre-determined by the Sphere Compensation Committee early in the three-year performance period to incentivize strong execution of our strategy and long-term financial goals and were amended by the Compensation Committee following the Distribution as described herein
		✓	Cliff-vest after three years to the extent that financial performance targets measured in the final year of the three-year period are achieved


Name	Restricted Stock Units		Grant Date Fair Value⁽¹⁾
James L. Dolan		98,750	$	3,003,886
David F. Byrnes		13,990	$	425,563
Jamal H. Haughton		10,698	$	325,424
Philip G. D’Ambrosio⁽²⁾		9,007	$	277,614
Courtney M. Zeppetella		4,115	$	125,175


Name	Performance Stock Units (at target)		Grant Date Fair Value⁽¹⁾
James L. Dolan		98,750	$	3,003,886
David F. Byrnes		13,990	$	425,563
Jamal H. Haughton		10,698	$	325,424
Philip G. D’Ambrosio⁽²⁾		9,007	$	277,614
Courtney M. Zeppetella		4,115	$	125,175


Financial Metrics (Weighting)	Threshold Performance	Maximum Performance
Total Company Net Revenue (50%)	85% of target goal	115% of target goal
Business Unit AOI (50%)	75% of target goal	125% of target goal


Name and Principal Position	Year			Salary ($)⁽¹⁾		Bonus ($)⁽²⁾		Stock Awards ($)⁽³⁾		Non-Equity Incentive Plan Compensation ($)⁽⁴⁾		All Other Compensation ($)⁽⁵⁾		Total ($)
James L. Dolan Executive Chairman and Chief Executive Officer		2023			176,923		—		6,007,772		3,064,000		58,744		9,307,439
		2022	⁽⁶⁾		1,937,500		—		11,148,811		5,566,000		591,368		19,243,679
		2021	⁽⁶⁾		600,000		—		5,848,014		1,320,000		555,826		8,323,840
David F. Byrnes Executive Vice President and Chief Financial Officer		2023			153,846		—		851,126		612,800		3,188		1,620,960
		2022	⁽⁶⁾		338,462		811,868		993,165		1,113,200		11,893		3,268,588

Jamal H. Haughton Executive Vice President, General Counsel and Secretary		2023			211,538		—		650,847		842,600		4,224		1,709,209
		2022	⁽⁶⁾		613,462		250,000		1,075,940		1,530,650		13,112		3,483,164

Philip G. D’Ambrosio⁽⁷⁾ Executive Vice President and Treasurer		2023			146,923		—		555,228		430,875		4,689		1,137,715
		2022	⁽⁶⁾		625,481		—		956,519		809,665		35,618		2,427,283
		2021	⁽⁶⁾		575,000		—		1,070,669		474,375		32,370		2,152,414
Courtney M. Zeppetella Senior Vice President, Controller and Chief Accounting Officer		2023			105,769		—		250,349		210,650		4,116		570,884
		2022	⁽⁶⁾		84,615		200,000		—		—		224		284,839


Name	Year		401(k) Plan Match^(a)		401(k) Plan Discretionary Contribution^(a)		Excess Savings Plan Match^(a)		Excess Savings Plan Discretionary Contribution^(a)		Life Insurance Premiums^(b)		MSG Cares Matching Gift Program^(c)		Perquisites^(d)		Total
James L. Dolan		2023		—		—		—		—		816		—		57,928		58,744
David F. Byrnes		2023		2,862		—		—		—		326		—		—		3,188
Jamal H. Haughton		2023		3,892		—		—		—		332		—		—		4,224
Philip G. D’Ambrosio		2023		4,412		—		—		—		277		—		—		4,689
Courtney M. Zeppetella		2023		3,892		—		—		—		224		—		—		4,116


Name	Year	Car and Driver^(I)	Aircraft^(II)	Executive Security^(III)	Total ($)
James L. Dolan	2023	*	48,243	*	57,928
David F. Byrnes	2023	*	*	*	**
Jamal H. Haughton	2023	*	*	*	**
Philip G. D’Ambrosio	2023	*	*	*	**
Courtney M. Zeppetella	2023	*	*	*	**


Name	Year		Grant Date			Estimated Future Payouts Under Non-Equity Incentive Plan Awards					Estimated Future Payouts Under Equity Incentive Plan Awards						All Other Stock Awards: Number of Shares of Stock or Units (#)⁽¹⁾		Grant Date Fair Value of Stock and Option Awards ($)⁽²⁾
Name	Year		Grant Date			Threshold ($)	Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)				Grant Date Fair Value of Stock and Option Awards ($)⁽²⁾

James L. Dolan		2023		8/31/2022	⁽³⁾			2,000,000		4,000,000
		2023		4/20/2023	⁽⁴⁾							88,875		98,750		108,625				3,003,886
		2023		4/20/2023	⁽⁵⁾													98,750		3,003,886
David F. Byrnes		2023		8/31/2022	⁽³⁾			800,000		1,600,000
		2023		4/20/2023	⁽⁴⁾							12,591		13,990		15,389				425,563
		2023		4/20/2023	⁽⁵⁾													13,990		425,563
Jamal H. Haughton		2023		8/31/2022	⁽³⁾			1,100,000		2,200,000
		2023		4/20/2023	⁽⁴⁾							9,628		10,698		11,768				325,424
		2023		4/20/2023	⁽⁵⁾													10,698		325,424
Philip G. D’Ambrosio		2023		8/31/2022	⁽³⁾			562,500		1,125,000
		2023		4/20/2023	⁽⁴⁾							7,407		8,230		9,053				250,349
		2023		5/31/2023	⁽⁴⁾							699		777		855				27,265
		2023		4/20/2023	⁽⁵⁾													8,230		250,349
		2023		5/31/2023	⁽⁵⁾													777		27,265
Courtney M. Zeppetella		2023		8/31/2022	⁽³⁾			275,000		550,000
		2023		4/20/2023	⁽⁴⁾							3,704		4,115		4,527				125,175
		2023		4/20/2023	⁽⁵⁾													4,115		125,175


Name	Number of Securities Underlying Unexercised Options (#) Exercisable			Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)⁽¹⁾
James L. Dolan		184,150	⁽²⁾				55.69		03/15/2024		—			—
		146,349	⁽²⁾				67.54		03/01/2025		—			—
		108,630	⁽²⁾				78.32		02/25/2026		—			—
		191,110	⁽²⁾				44.78		02/26/2027		—			—
		—			—		—		—		436,112	⁽³⁾		14,662,085
David F. Byrnes		—			—		—		—		40,339	⁽⁴⁾		1,356,197
Jamal H. Haughton		—			—		—		—		34,785	⁽⁵⁾		1,169,472
Philip G. D’Ambrosio		—			—		—		—		39,428	⁽⁶⁾		1,325,569
Courtney M. Zeppetella		—			—		—		—		8,230	⁽⁷⁾		276,693


Name	Plan Name	Executive Contributions in 2023 ($)⁽¹⁾	Registrant Contributions in 2023 ($)⁽²⁾	Aggregate Earnings in 2023 ($)⁽³⁾	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at End of 2023 ($)⁽⁴⁾
James L. Dolan	Excess Savings Plan	11,385	—	1,612	—	321,580
	EDCP	—	—	—	—	—
David F. Byrnes	Excess Savings Plan	2,800	—	219	—	45,520
	EDCP	—	—	—	—	—
Jamal H. Haughton	Excess Savings Plan	8,800	—	418	—	87,219
	EDCP	—	—	—	—	—
Philip G. D’Ambrosio	Excess Savings Plan	1,046	—	1,015	—	200,383
	EDCP	—	—	2,546	—	364,569
Courtney M. Zeppetella	Excess Savings Plan	—	—	5	—	962
	EDCP	—	—	—	—	—


Elements	James L. Dolan	David F. Byrnes	Jamal H. Haughton	Philip G. D’Ambrosio	Courtney M. Zeppetella
Severance	$6,000,000⁽¹⁾	$3,200,000⁽¹⁾	$4,400,000⁽¹⁾	$1,312,500⁽²⁾	$825,000⁽²⁾
Pro rata bonus	$3,064,000⁽³⁾	$612,800⁽³⁾	$842,600⁽³⁾	$430,875⁽³⁾	$210,650⁽³⁾
Unvested restricted stock	$7,179,047⁽⁴⁾	$636,561⁽⁴⁾	$539,735⁽⁴⁾	—	—
Unvested performance stock	$7,483,039⁽⁵⁾	$719,636⁽⁵⁾	$629,736⁽⁵⁾	—	—
Unvested time-based stock options		—	—	—	—


Plan Category	Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights⁽¹⁾⁽²⁾ (a)		Weighted-average Exercise Price of Outstanding Options, Warrants and Rights⁽³⁾ (b)		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))⁽²⁾ (c)
Class A Common Stock Equity compensation plans approved by security holders		2,966,664	$	55.87		8,472,577
Class A Common Stock Equity compensation plans not approved by security holders		—		—		—
Total		2,966,664	$	55.87		8,472,577


	James L. Dolan
	2023 ($)

Total Compensation as reported in Summary Compensation Table		9,307,439

Subtract change in pension value as reported in Summary Compensation Table		—

Add pension value attributable to covered fiscal year’s service and any change in such value attributable to plan amendments made in covered fiscal year		—

Subtract value of equity awards as reported in Summary Compensation Table		6,007,772

Add year-end fair value of equity awards granted in covered fiscal year that were unvested at end of covered fiscal year		6,639,950

Add change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during covered fiscal year		—

Add vesting date fair value of equity awards granted in covered fiscal year that vested during covered fiscal year		—

Add change in fair value from end of prior fiscal year to end of covered fiscal year for awards granted in prior fiscal years that were unvested at end of covered fiscal year (a)		627,550

Subtract fair value of awards forfeited in covered fiscal year determined at end of prior fiscal year		—

Add dividends or other earnings paid on stock or option awards in covered fiscal year that are not otherwise included in total compensation for covered fiscal year		—

Compensation Actually Paid to PEO		10,567,167


	NEO Averages
	2023 ($)

Total Compensation as reported in Summary Compensation Table		1,259,701

Subtract change in pension value as reported in Summary Compensation Table		—

Add pension value attributable to covered fiscal year’s service and any change in such value attributable to plan amendments made in covered fiscal year		—

Subtract value of equity awards as reported in Summary Compensation Table		576,888

Add year-end fair value of equity awards granted in covered fiscal year that were unvested at end of covered fiscal year		635,586

Add change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during covered fiscal year		—

Add vesting date fair value of equity awards granted in covered fiscal year that vested during covered fiscal year		—

Add change in fair value from end of prior fiscal year to end of covered fiscal year for awards granted in prior fiscal years that were unvested at end of covered fiscal year (a)		31,009

Subtract fair value of awards forfeited in covered fiscal year determined at end of prior fiscal year		—

Add dividends or other earnings paid on stock or option awards in covered fiscal year that are not otherwise included in total compensation for covered fiscal year		—

Compensation Actually Paid to Non-PEO NEOs		1,349,409


	Fiscal Year 2023

(a) Total shares underlying equity-based awards granted⁽¹⁾		1,170,291

(b) Average diluted common shares outstanding		51,774,508

(c) Burn rate (a/b)⁽²⁾		2.26	%


	Fiscal Year 2023

(a) Total shares underlying equity-based awards granted⁽¹⁾		36,443

(b) Average diluted common shares outstanding		51,774,508

(c) Burn rate (a/b)⁽²⁾		0.07	%


Name and Principal Position	Employee Stock Plan Dollar Value ($)⁽¹⁾			Employee Stock Plan Number of Units at Target (#)⁽¹⁾		Director Stock Plan Dollar Value ($)⁽²⁾			Director Stock Plan Number of Units (#)⁽²⁾

James L. Dolan Executive Chairman and Chief Executive Officer		$	6,007,772		197,500			—		—

David F. Byrnes Executive Vice President and Chief Financial Officer		$	851,126		27,980			—		—

Jamal H. Haughton Executive Vice President, General Counsel and Secretary		$	650,847		21,396			—		—

Philip G. D’Ambrosio Executive Vice President and Treasurer		$	555,228		18,014			—		—

Courtney M. Zeppetella Senior Vice President, Controller and Chief Accounting Officer		$	250,349		8,230			—		—

All Executive Officers		$	8,315,323		273,120			—		—

All Non-Employee Directors			—		—		$	1,278,785		36,443

All Employees who are not Executive Officers		$	25,741,551		839,225			—		—


James L. Dolan⁽¹⁾		Executive Chairman and Chief Executive Officer
David F. Byrnes		Executive Vice President and Chief Financial Officer
Jamal H. Haughton		Executive Vice President, General Counsel and Secretary
Philip G. D’Ambrosio		Executive Vice President and Treasurer
Courtney M. Zeppetella		Senior Vice President, Controller and Chief Accounting Officer