MSG Entertainment Files 2024 DEF 14A

Ticker: MSGE · Form: DEF 14A · Filed: Oct 25, 2024 · CIK: 1952073

Madison Square Garden Entertainment CORP. DEF 14A Filing Summary
FieldDetail
CompanyMadison Square Garden Entertainment CORP. (MSGE)
Form TypeDEF 14A
Filed DateOct 25, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$60,000, $0.01
Sentimentneutral

Sentiment: neutral

Topics: proxy-statement, executive-compensation, corporate-governance

Related Tickers: MSGS

TL;DR

MSG Ent's 2024 proxy statement is out, detailing exec pay and stock awards. Check it for governance insights.

AI Summary

Madison Square Garden Entertainment Corp. filed its DEF 14A on October 25, 2024, for the fiscal year ending June 30, 2024. The filing details executive compensation and other corporate governance matters. Key information includes compensation elements for named executive officers and details on equity awards granted and vested during the fiscal year.

Why It Matters

This filing provides crucial transparency into how Madison Square Garden Entertainment compensates its top executives, which can influence investor decisions and perceptions of company management.

Risk Assessment

Risk Level: low — This is a routine annual filing (DEF 14A) detailing executive compensation and corporate governance, not a filing indicating new financial distress or significant operational changes.

Key Numbers

Key Players & Entities

FAQ

What is the primary purpose of a DEF 14A filing?

A DEF 14A filing, also known as a Proxy Statement, is used by companies to solicit proxies from shareholders for an upcoming shareholder meeting. It provides detailed information on matters to be voted on, including executive compensation, director elections, and other corporate governance issues.

What is the fiscal year end for Madison Square Garden Entertainment Corp. as stated in this filing?

The fiscal year end for Madison Square Garden Entertainment Corp. is June 30, as indicated by the 'CONFORMED PERIOD OF REPORT: 20240630'.

When was Madison Square Garden Entertainment Corp. previously known by another name?

Madison Square Garden Entertainment Corp. was formerly known as MSGE Spinco, Inc., with the name change occurring on October 25, 2022.

What is the SEC file number for Madison Square Garden Entertainment Corp.?

The SEC file number for Madison Square Garden Entertainment Corp. is 001-41627.

What industry is Madison Square Garden Entertainment Corp. classified under?

Madison Square Garden Entertainment Corp. is classified under the Standard Industrial Classification code 7990, which is SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION.

Filing Stats: 4,474 words · 18 min read · ~15 pages · Grade level 15 · Accepted 2024-10-25 16:11:01

Key Financial Figures

Filing Documents

Executive Compensation Program

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 11 Corporate Governance Practices 11 Stockholder Engagement 11 Board Leadership Structure 11 Board Self-Assessment 12 Executive Sessions of Non-Management and Independent Board Members 12 Risk Oversight 12 Communicating with Our Directors 12 Code of Conduct and Ethics 13 Director Independence 13 Director Nominations 14 Director Selection 14 Board Meetings 15 Committees 15 Director Compensation 18 Proposal 1 — Election of Directors 20 Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm 28 Audit Committee Matters 29 Report of Audit Committee 30 Compensation Discussion & Analysis 31 Executive Summary 31 Compensation Program Practices and Policies 36 Elements of Our Compensation Program 39 Benefits 48 Perquisites 49 Post-Termination Compensation 50 Awards Issued in Connection with the Distribution 50 Report of Compensation Committee 52

Executive Compensation Tables

Executive Compensation Tables 53 Certain Compensation Disclosure Considerations 53 2024 Summary Compensation Table 54 2024 Grants of Plan-Based Awards 59 -i- Tabl e of Contents Outstanding Equity Awards at June 30, 2024 61 2024 Stock Vested 63 Retirement and Deferred Compensation Plans 63 2024 Nonqualified Deferred Compensation 65 Employment Agreements 65 Termination and Severance 73 Equity Compensation Plan Information 78 Pay Versus Performance 79 C EO Pay Ratio 85 Proposal 3 — Non-Binding Advisory Vote On Named Executive Officer Compensation 86 Our Executive Officers 87 Transactions with Related Parties 89 Relationship Between Us, Sphere Entertainment, MSG Sports and AMC Networks 89 Aircraft Arrangements 95 Dolan Family Arrangements 96 Certain Relationships and Potential Conflicts of Interest 97 Related Party Transaction Approval Policy 98 Delinquent Section 16(a) Reports 99 Stock Ownership Table 100 Other Matters 111 Stockholder Proposals for 2025 Annual Meeting 111 Advance Notice of Proxy Holders and Qualified Representatives 111 2024 Form 10-K 111 Annex A — Reconciliation of Non-GAAP Financial Measures A- 1 -ii- Tabl e of Contents References to our website in this proxy statement are provided as a convenience and the information contained on, or available through, our website is not part of this or any other document we file with or furnish to the U.S. Securities and Exchange Commission (the "SEC").

Forward-Looking Statements

Forward-Looking Statements This proxy statement may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "expects," "anticipates," "believes," "estimates," "may," "will," "should," "could," "potential," "continue," "intends," "plans," and similar words and terms used in the discussion of future operating and future financial performance identify forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties, and that actual results, developments or events may differ materially from those in the forward-looking statements as a result of various factors, including financial community perceptions of us and our business, operations, financial condition and the industries in which we operate and the factors described in our filings with the SEC, including the sections titled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained therein. We disclaim any obligation to update any forward-looking statements contained herein, except as may be required by law or applicable regulations. -iii- Tabl e of Contents PROXY STATEMENT SUMMARY This summary highlights selected information in the proxy statement. Please review the entire proxy statement and our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 before voting. V OTING I TEMS AND B OARD R ECOMMENDATIONS Proposals BoardRecommendation Proposal 1 Election of directors FOR Proposal 2 Ratification of the appointment of our independent registered public accounting firm FOR Proposal 3 An advisory vote on the compensation of our named executive officers FOR C OMPANY O VERVIEW Madison Square Garden Entertainment Corp. (the "Company") is a leader in live entertainment experiences, comprised of iconic venues and marquee entertainment content. Util

Executive Compensation Principles

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 Elements of Fiscal Year 2024 Compensation & Performance Objectives The Company compensates its named executive officers ("NEOs") through base salary, annual incentive awards, long-term incentive awards, perquisites and benefit programs. Our annual and long-term incentive programs provide performance-based incentives for our NEOs tied to key financial and strategic measures that drive long-term stockholder value and reward sustained achievement of the Company's key financial goals. The Company considers total Company net revenue ("Total Company Net Revenue") and adjusted operating income ("AOI") to be key financial measures of the Company's operating performance. As such, our Compensation Committee has reflected AOI (along with other specific strategic measures) in our annual incentive awards and AOI and Total Company Net Revenue in our long-term incentive performance awards. The Company's long-term incentive program also includes restricted stock units, the value of which is tied to the performance of the market value of the Company's Class A Common Stock. In order to further align compensation opportunities with the Company's strategic vision and focus on growth, the Compensation Committee may also grant certain awards in the form of stock options, where appropriate, which support the goal of generating long-term stockholder value. The table below summarizes the elements of our compensation program in effect for the 2024 fiscal year and how each element was linked to Company performance. For more information on our executive compensation program and

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