MSG Sports Files DEF 14A for FY24

TL;DR

MSG Sports DEF 14A out - exec comp details for Dolan & Lustgarten.

AI Summary

Madison Square Garden Sports Corp. filed a DEF 14A on October 24, 2024, for the fiscal year ending June 30, 2024. The filing details executive compensation and other corporate governance matters. Key individuals mentioned in relation to compensation include Dolan and Lustgarten.

Why It Matters

This filing provides crucial information about how Madison Square Garden Sports Corp. compensates its top executives, offering insight into the company's financial priorities and governance practices.

Risk Assessment

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

Key Players & Entities

• Madison Square Garden Sports Corp. (company) — Filer
• Dolan (person) — Executive compensation recipient
• Lustgarten (person) — Executive compensation recipient
• 20241024 (date) — Filing date
• 20240630 (date) — Fiscal year end

FAQ

Key Financial Figures

• $60,000 — ons of these institutions and awarded a $60,000 scholarship to a New York City high sch
• $0.01 — of our Class A common stock, par value $0.01 per share ("Class A Common Stock"), and

Filing Documents

• msgs-20241024.htm (DEF 14A) — 1860KB
• msgs-20241024_g1.jpg (GRAPHIC) — 39KB
• msgs-20241024_g10.jpg (GRAPHIC) — 152KB
• msgs-20241024_g11.jpg (GRAPHIC) — 158KB
• msgs-20241024_g12.jpg (GRAPHIC) — 154KB
• msgs-20241024_g13.jpg (GRAPHIC) — 135KB
• msgs-20241024_g2.jpg (GRAPHIC) — 4KB
• msgs-20241024_g3.jpg (GRAPHIC) — 9KB
• msgs-20241024_g4.jpg (GRAPHIC) — 18KB
• msgs-20241024_g5.jpg (GRAPHIC) — 16KB
• msgs-20241024_g6.jpg (GRAPHIC) — 131KB
• msgs-20241024_g7.jpg (GRAPHIC) — 138KB
• msgs-20241024_g8.jpg (GRAPHIC) — 122KB
• msgs-20241024_g9.jpg (GRAPHIC) — 88KB
• 0001636519-24-000019.txt ( ) — 5535KB
• msgs-20241024.xsd (EX-101.SCH) — 6KB
• msgs-20241024_def.xml (EX-101.DEF) — 9KB
• msgs-20241024_lab.xml (EX-101.LAB) — 15KB
• msgs-20241024_pre.xml (EX-101.PRE) — 8KB
• msgs-20241024_htm.xml (XML) — 93KB

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 The Distributions 11 Board and Governance Practices 12 Corporate Governance Practices 12 Stockholder Engagement 12 Board Leadership Structure 13 Board Self-Assessment 13 Executive Sessions of Non-Management and Independent Board Members 13 Communicating with Our Directors 13 Risk Oversight 14 Code of Conduct and Ethics 14 Director Independence 14 Director Nominations 15 Director Selection 16 Board Meetings 17 Committees 17 Director Compensation 20 Proposal 1 — Election of Directors 22 Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm 34 Audit Committee Matters 35 Report of Audit Committee 36 Compensation Discussion & Analysis 37 Executive Summary 37 Compensation Program Practices and Policies 42 Elements of Our Compensation Program 45 Benefits 52 Perquisites 54 Post-Termination Compensation 55 Report of Compensation Committee 56

Executive Compensation Tables

Executive Compensation Tables 57 2024 Summary Compensation Table 57 2024 Grants of Plan-Based Awards 62 Outstanding Equity Awards at June 30, 202 4 63 -i- Table of Contents 2024 Stock Vested 65 2024 Pension Benefits 66 2024 Nonqualified Deferred Compensation 68 Employment Agreements 69 Termination and Severance 75 Equity Compensation Plan Information 81 Pay Versus Performance 82 CEO Pay Ratio 88 Proposal 3 — Approval of the Company's 2015 Employee Stock Plan, as Amended 89 Proposal 4 — Approval of the Company's 2015 Stock Plan for Non-Employee Directors, as Amended 94 New Plan Benefits Table 98 Proposal 5 — Non-Binding Advisory Vote On Named Executive Officer Compensation 99 Our Executive Officers 100 Transactions with Related Parties 102 Relationship Between Us, MSG Entertainment, Sphere Entertainment and AMC Networks 102 Aircraft Arrangements 106 Dolan Family Arrangements 106 Other 106 Certain Relationships and Potential Conflicts of Interest 107 Related Party Transaction Approval Policy 108 Delinquent Section 16(a) Reports 109 Stock Ownership Table 110 Other Matters 121 Stockholder Proposals for 2025 Annual Meeting 121 Advance Notice of Proxy Holders and Qualified Representatives 121 2024 Form 10-K 122 Annex A — Reconciliation of Non-GAAP F inancial Measures A- 1 Annex B — 2015 Employee Stock Plan as Amended through December 4 , 2024 B- 1 Annex C — 2015 Stock Plan for Non-Employee Directors as Amended through December 4, 2024 C- 1 -ii- Table 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- Table 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 Approval of the Company's 2015 Employee Stock Plan, as amended FOR Proposal 4 Approval of the Company's 2015 Stock Plan for Non-Employee Directors, as amended FOR Proposal 5 An advisory vote on the compensation of the Company's named executive officers FOR C OMP

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 4 Table of Contents Elements of Compensation & Performance Objectives The Company compensates its 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 revenues and adjusted operating income ("AOI") to be the 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 revenues in our long-term incentive performance awards. The Company's long-term incentive program also includes restricted stock units whose value 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 has also occasionally granted 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 fiscal year 2024 and how each element was linked to Company performance. For more information on our executive compensation program and policies, please see "Compensation Discussion & Analysis." Component Perform

View Full Filing

View this DEF 14A filing on SEC EDGAR