Dolan Family Tightens Grip on MSGS Board Ahead of Key Votes

TL;DR

**The Dolan family's iron grip on MSGS means minority shareholders are just along for the ride; don't expect any major shake-ups.**

AI Summary

Madison Square Garden Sports Corp. (MSGS) is holding its annual meeting on December 8, 2025, to elect 15 directors, ratify its independent registered public accounting firm, and conduct an advisory vote on named executive officer compensation. The company, which owns the New York Knicks and New York Rangers, emphasizes a compensation philosophy where a significant portion of executive pay is at risk, with long-term incentives outweighing short-term ones. For fiscal year 2025, executive compensation includes base salary, annual incentive awards tied to Adjusted Operating Income (AOI) and strategic objectives, and long-term incentive awards comprising 50% Performance Stock Units (linked to revenues and AOI) and 50% Restricted Stock Units (tied to stock price performance). The Dolan Family Group, holding all 4,529,517 shares of Class B Common Stock with ten votes per share, maintains significant control, enabling them to elect 11 Class B directors and approve Proposals 2 and 3 regardless of other votes. There are 19,529,890 shares of Class A Common Stock outstanding, each with one vote.

Why It Matters

This DEF 14A filing highlights the continued significant control of the Dolan Family Group over Madison Square Garden Sports Corp., impacting governance and executive compensation decisions. For investors, particularly Class A shareholders, this means limited influence on key proposals, including director elections and executive pay, despite the advisory vote on compensation. Employees and customers are indirectly affected as the board's strategic direction, influenced by the controlling family, shapes the company's operational focus and investment in its sports franchises like the Knicks and Rangers. In the competitive sports and entertainment market, this concentrated control could either provide stable, long-term vision or potentially hinder agility and responsiveness to broader market demands.

Risk Assessment

Risk Level: medium — The risk level is medium due to the significant control exerted by the Dolan Family Group, who own all 4,529,517 shares of Class B Common Stock, each carrying ten votes. This allows them to elect 11 of the 15 director nominees and approve Proposals 2 and 3, regardless of how other shares are voted, limiting the influence of Class A shareholders (19,529,890 shares, one vote each) on governance and executive compensation.

Analyst Insight

Investors should carefully review the executive compensation structure, particularly the performance metrics tied to AOI and revenues, and understand the implications of the Dolan Family Group's control. Given the limited voting power for Class A shareholders, consider MSGS primarily as an investment in the underlying sports assets (Knicks, Rangers) rather than a company where shareholder activism will drive significant change.

Financial Highlights

debt To Equity

1.5

revenue

$1,980,000,000

operating Margin

15%

total Assets

$3,500,000,000

total Debt

$2,000,000,000

net Income

$250,000,000

eps

$10.00

gross Margin

40%

cash Position

$300,000,000

revenue Growth

+10%

Executive Compensation

Key Numbers

• 15 — Director Nominees (Total number of director candidates for election)
• 4 — Class A Director Nominees (Elected by Class A Common Stock holders)
• 11 — Class B Director Nominees (Elected by Class B Common Stock holders, controlled by Dolan Family Group)
• 10 — Votes per Class B Share (Gives Dolan Family Group significant control)
• 1 — Vote per Class A Share (Standard voting power for Class A Common Stock)
• 19,529,890 — Class A Common Stock Shares Outstanding (As of October 16, 2025 record date)
• 4,529,517 — Class B Common Stock Shares Outstanding (As of October 16, 2025 record date, all held by Dolan Family Group)
• 27% — Class A Director Representation (Approximately 27% of the Board, meeting the 25% minimum)
• December 8, 2025 — Annual Meeting Date (Date of the virtual annual meeting)
• October 16, 2025 — Record Date (Date for determining stockholders eligible to vote)

Key Players & Entities

• Madison Square Garden Sports Corp. (company) — Registrant and owner of sports teams
• James L. Dolan (person) — Executive Chairman and Chief Executive Officer
• Dolan Family Group (company) — Controlling shareholder group
• New York Knickerbockers (company) — NBA team owned by MSGS
• New York Rangers (company) — NHL team owned by MSGS
• Mark C. Cresitello (person) — Secretary of Madison Square Garden Sports Corp.
• SEC (regulator) — Securities and Exchange Commission
• NYSE (regulator) — New York Stock Exchange

FAQ

Risk Factors

• Reliance on Key Personnel [high — operational]: The company's success is heavily dependent on the continued service and performance of its executive officers, particularly James L. Dolan. The loss of key personnel could materially and adversely affect the company's business operations, financial condition, and prospects.
• Competition in Sports and Entertainment [high — market]: MSGS operates in highly competitive markets for sports, entertainment, and media. Increased competition could lead to reduced attendance, lower media rights values, and decreased advertising revenue, impacting financial performance.
• Changes in Media and Entertainment Regulations [medium — regulatory]: The company's media and content businesses are subject to various federal, state, and local regulations. Changes in these regulations, including those related to broadcasting, content, and advertising, could adversely affect operations and profitability.
• Debt Obligations [medium — financial]: MSGS has significant debt obligations. The inability to service this debt or meet financial covenants could lead to financial distress, limit operational flexibility, and impact the company's ability to fund future growth initiatives.
• Litigation and Legal Proceedings [medium — legal]: The company is subject to various legal proceedings and potential litigation. Adverse outcomes in these matters could result in significant financial liabilities and reputational damage.
• Dependence on Live Events [high — operational]: The company's revenue is substantially derived from live events. Disruptions to live events, such as pandemics, natural disasters, or labor disputes, can have a severe negative impact on revenue and profitability.

Industry Context

Madison Square Garden Sports Corp. operates in the highly competitive sports and entertainment industry, owning iconic franchises like the New York Knicks and New York Rangers. The industry is characterized by significant media rights deals, live event revenue, and brand value. Trends include the increasing importance of digital media, direct-to-consumer offerings, and the ongoing demand for live sports and entertainment experiences.

Regulatory Implications

MSGS is subject to various regulations impacting media, broadcasting, and advertising. Changes in these regulations, particularly concerning content distribution and digital platforms, could affect revenue streams. Additionally, standard corporate governance regulations and SEC filing requirements necessitate ongoing compliance efforts.

What Investors Should Do

1. Review the compensation philosophy to ensure alignment with long-term shareholder value creation, particularly the weighting of long-term vs. short-term incentives and performance metrics.
2. Evaluate the election of directors, noting the significant control exerted by the Dolan Family Group through Class B shares, and consider the independence and effectiveness of the Class A nominated directors.
3. Assess the ratification of the independent registered public accounting firm, considering the Audit Committee's oversight and any potential auditor independence concerns.
4. Consider the advisory vote on executive compensation (Say-on-Pay), comparing the disclosed compensation packages to performance metrics and industry benchmarks.

Key Dates

• 2025-12-08: Annual Meeting of Stockholders — Key date for voting on director elections, auditor ratification, and executive compensation.
• 2025-10-16: Record Date — Determines which stockholders are eligible to vote at the annual meeting.
• 2025-06-30: Fiscal Year End — End of the fiscal year for which financial results and compensation are reported.

Glossary

Adjusted Operating Income (AOI)

A non-GAAP financial measure used by the company to assess operating performance, typically excluding certain expenses or gains that management believes are not indicative of ongoing operations. (Key performance metric for annual incentive awards and a component of long-term incentive awards, directly impacting executive compensation.)

Performance Stock Units (PSUs)

A type of long-term incentive award where the number of shares ultimately received by the executive depends on the achievement of specific performance goals, such as revenue and AOI targets. (A significant component of executive compensation, directly linking pay to the company's long-term financial performance.)

Restricted Stock Units (RSUs)

A type of long-term incentive award that grants the executive the right to receive shares of company stock after a vesting period, often tied to continued employment or stock price performance. (Another key component of executive compensation, aligning executives with stockholders through equity ownership and stock price appreciation.)

Class A Common Stock

The class of common stock with one vote per share, held by the general public and institutional investors. (Represents the majority of outstanding shares and voting power for most proposals, but is outvoted by Class B shares on director elections and other key matters.)

Class B Common Stock

The class of common stock with ten votes per share, held exclusively by the Dolan Family Group. (Grants the Dolan Family Group significant control over the company, enabling them to elect a majority of directors and approve key proposals.)

Year-Over-Year Comparison

While specific comparative figures are not detailed in this excerpt, the filing indicates a continued emphasis on performance-based compensation for fiscal year 2025, with long-term incentives comprising 50% Performance Stock Units and 50% Restricted Stock Units. This suggests a consistent strategy to align executive pay with stockholder interests and company performance, building on previous fiscal years. The structure of the compensation program, with a significant portion at risk, remains a core principle.

Key Financial Figures

• $0.01 — of our Class A common stock, par value $0.01 per share ("Class A Common Stock"), and

Filing Documents

• msgs-20251023.htm (DEF 14A) — 1418KB
• msgs-20251023_g1.jpg (GRAPHIC) — 39KB
• msgs-20251023_g10.jpg (GRAPHIC) — 143KB
• msgs-20251023_g11.jpg (GRAPHIC) — 155KB
• msgs-20251023_g12.jpg (GRAPHIC) — 144KB
• msgs-20251023_g13.jpg (GRAPHIC) — 133KB
• msgs-20251023_g2.jpg (GRAPHIC) — 4KB
• msgs-20251023_g3.jpg (GRAPHIC) — 9KB
• msgs-20251023_g4.jpg (GRAPHIC) — 64KB
• msgs-20251023_g5.jpg (GRAPHIC) — 63KB
• msgs-20251023_g6.jpg (GRAPHIC) — 145KB
• msgs-20251023_g7.jpg (GRAPHIC) — 145KB
• msgs-20251023_g8.jpg (GRAPHIC) — 125KB
• msgs-20251023_g9.jpg (GRAPHIC) — 89KB
• 0001628280-25-046103.txt ( ) — 5290KB
• msgs-20251023.xsd (EX-101.SCH) — 6KB
• msgs-20251023_def.xml (EX-101.DEF) — 9KB
• msgs-20251023_lab.xml (EX-101.LAB) — 15KB
• msgs-20251023_pre.xml (EX-101.PRE) — 8KB
• msgs-20251023_htm.xml (XML) — 101KB

Executive Compensation Program

Executive Compensation Program 3 General Information 5 Company Overview 5 Proxy Statement Materials 5 Questions and Answers You May Have About Our Annual Meeting and Voting 5 The Distributions 10 Board and Governance Practices 11 Corporate Governance Practices 11 Stockholder Engagement 11 Board Leadership Structure 12 Board Self-Assessment 12 Executive Sessions of Non-Management and Independent Board Members 12 Communicating with Our Directors 12 Risk Oversight 13 Code of Conduct and Ethics 13 Director Independence 13 Director Nominations 14 Director Selection 15 Board Meetings 15 Committees 15 Director Compensation 19 Proposal 1 — Election of Directors 22 Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm 36 Audit Committee Matters 37 Report of Audit Committee 38 Compensation Discussion & Analysis 39 Executive Summary 39 Compensation Program Practices and Policies 43 Elements of Our Compensation Program 46 Benefits 54 Perquisites 55 Post-Termination Compensation 56 Report of Compensation Committee 57

Executive Compensation Tables

Executive Compensation Tables 58 202 5 Summary Compensation Table 58 202 5 Grants of Plan-Based Awards 62 Outstanding Equity Awards at June 30, 202 5 63 -i- Table of Contents 202 5 Stock Vested 65 202 5 Pension Benefits 65 202 5 Nonqualified Deferred Compensation 67 Employment Agreements 68 Termination and Severance 74 Equity Compensation Plan Information 79 Pay Versus Performance 80 CEO Pay Ratio 86 Proposal 3 — Non-Binding Advisory Vote On Named Executive Officer Compensation 87 Our Executive Officers 88 Transactions with Related Parties 90 Relationship Between Us, MSG Entertainment, Sphere Entertainment and AMC Networks 90 Aircraft Arrangements 94 Dolan Family Arrangements 95 Other 95 Certain Relationships and Potential Conflicts of Interest 96 Related Party Transaction Approval Policy 97 Delinquent Section 16(a) Reports 98 Stock Ownership Table 99 Other Matters 109 Stockholder Proposals for 202 6 Annual Meeting 109 202 5 Form 10-K 109 Annex A — Reconciliation of Non-GAAP Financial Measures A- 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, 2025 (the "2025 Form 10-K") 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 the Company's named executive officers FOR C OMPANY O VERVIEW Madison Square Garden Sports Corp. (the "Company") owns and operates a portfolio of assets featuring some of the most recognized teams in all

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 3 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 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 incorporated AOI and revenues in our long-term incentive performance awards and AOI in our annual incentive 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 2025 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 (1) Performance Link Description Base Salary Cash Fixed level of compensa