Sphere Entertainment Co. Files DEF 14A

TL;DR

Sphere Entertainment Co. (SPHR) filed its annual proxy statement, detailing exec pay and governance.

AI Summary

Sphere Entertainment Co. filed its DEF 14A on October 24, 2024, for the fiscal year ending June 30, 2024. The filing details executive compensation and other corporate governance matters. The company was formerly known as Madison Square Garden Entertainment Corp. and MSG ENTERTAINMENT SPINCO, INC.

Why It Matters

This filing provides crucial information about executive compensation and corporate governance, which can influence investor decisions and the company's strategic direction.

Risk Assessment

Risk Level: low — DEF 14A filings are routine disclosures and do not typically present new, immediate risks.

Key Numbers

• 2024-06-30 — Fiscal Year End (Reporting period for the filing)
• 2024-10-24 — Filing Date (Date the DEF 14A was submitted)

Key Players & Entities

• Sphere Entertainment Co. (company) — Filer
• Madison Square Garden Entertainment Corp. (company) — Former Company Name
• MSG ENTERTAINMENT SPINCO, INC. (company) — Former Company Name

FAQ

Filing Documents

• sphr-20241024.htm (DEF 14A) — 2054KB
• sphr-20241024_g1.jpg (GRAPHIC) — 3KB
• sphr-20241024_g10.jpg (GRAPHIC) — 147KB
• sphr-20241024_g11.jpg (GRAPHIC) — 159KB
• sphr-20241024_g12.jpg (GRAPHIC) — 149KB
• sphr-20241024_g13.jpg (GRAPHIC) — 118KB
• sphr-20241024_g2.jpg (GRAPHIC) — 8KB
• sphr-20241024_g3.jpg (GRAPHIC) — 51KB
• sphr-20241024_g4.jpg (GRAPHIC) — 21KB
• sphr-20241024_g5.jpg (GRAPHIC) — 19KB
• sphr-20241024_g6.jpg (GRAPHIC) — 136KB
• sphr-20241024_g7.jpg (GRAPHIC) — 146KB
• sphr-20241024_g8.jpg (GRAPHIC) — 128KB
• sphr-20241024_g9.jpg (GRAPHIC) — 88KB
• 0001795250-24-000033.txt ( ) — 5794KB
• sphr-20241024.xsd (EX-101.SCH) — 3KB
• sphr-20241024_def.xml (EX-101.DEF) — 4KB
• sphr-20241024_lab.xml (EX-101.LAB) — 5KB
• sphr-20241024_pre.xml (EX-101.PRE) — 4KB
• sphr-20241024_htm.xml (XML) — 132KB

Executive Compensation Program

Executive Compensation Program 4 General Information 7 Company Overview 7 Proxy Statement Materials 7 Questions and Answers You May Have About Our Annual Meeting and Voting 8 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 16 Board Meetings 17 Committees 17 Director Compensation 21 Proposal 1 — Election of Directors 23 Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm 34 Audit Committee Matters 35 Services and Fees for 2024 and 2023 35 Report of Audit Committee 36 Compensation Discussion & Analysis 37 Executive Summary 38 Compensation Program Practices and Policies 46 Elements of Our Compensation Program 49 Benefits 63 Perquisites 64 Post-Termination Compensation 65 Awards Issued in Connection with the MSGE Distribution 65 Report of Compensation Committee 67

Executive Compensation Tables

Executive Compensation Tables 68 Certain Compensation Disclosure Considerations 68 Summary Compensation Table 68 - i - 2024 Grants of Plan-Based Awards 72 Outstanding Equity Awards at June 30, 2024 74 2024 Option Exercises and Stock Vested 77 2024 Pension Benefits 78 2024 Nonqualified Deferred Compensation 81 Employment Agreements 82 Termination and Severance 90 Equity Compensation Plan Information 96 CEO Pay Ratio 98 Pay Versus Performance 98 Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information 104 Proposal 3 — Approval of the Company's 2020 Employee Stock Plan, as amended 106 New Plan Benefits Table 112 Proposal 4 — Non-Binding Advisory Vote On Named Executive Officer Compensation 114 Our Executive Officers 115 Transactions with Related Parties 117 Relationship Between Us, MSGE, MSGS and AMC Networks 117 Aircraft Arrangements 121 Dolan Family Arrangements 121 Other 122 Certain Relationships and Potential Conflicts of Interest 123 Related Party Transaction Approval Policy 124 Delinquent Section 16(a) Reports 125 Stock Ownership Table 126 Other Matters 137 Stockholder Proposals for 2025 Annual Meeting 137 Advance Notice of Proxy Holders and Qualified Representatives 138 2024 Form 10-K 138 Annex A — Reconciliation of Non-GAAP Financial Measures A- 1 Annex B — 2020 Employee Stock Plan as amended through December 9 , 2024 B- 1 - ii - 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 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 2020 Employee Stock P

Executive Compensation Principles

Executive Compensation Principles: A 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 our stockholders through equity compensation The 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 incentive program provides 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 revenue and adjusted operating income ("AOI") to be key financial measures of its financial operating performance. As such, our Compensation Committee has reflected these performance measures in our annual incentive plan, along with other specific strategic measures. AOI is a non-GAAP financial measure. For a reconciliation of this non-GAAP measure to the most comparable GAAP measures, please see Annex A. Prior to the spin-off of the Company's traditional live entertainment business, our long-term incentive program historically consisted of a mix of restricted stock units and performance stock units with financial performance targets set by the Compensation Committee based on the Company's long-range plan, as reviewed by the Board. At the time of the spin-off, the Company's performance stock units granted in fiscal years 2022 and 2023 were based on performance targets tied to total company net revenue and total company business unit adjusted operating income that aligned to the Company's pre-spin long-range plan. Payouts under these performance stock units wer

View Full Filing

View this DEF 14A filing on SEC EDGAR