Dolan Family Tightens Grip on MSGE Board Ahead of Virtual Annual Meeting

TL;DR

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

AI Summary

Madison Square Garden Entertainment Corp. (MSGE) is holding its virtual annual meeting on December 10, 2025, to elect 12 directors, ratify its independent registered public accounting firm, and conduct an advisory vote on named executive officer compensation. The company, a leader in live entertainment with iconic venues like Madison Square Garden and Radio City Music Hall, reported 40,364,953 shares of Class A Common Stock and 6,866,754 shares of Class B Common Stock outstanding as of October 17, 2025. The Dolan Family Group, holding all Class B shares, retains significant voting power, controlling the election of nine directors and the outcome of Proposals 2 and 3. MSGE's executive compensation strategy for fiscal year 2025 emphasizes performance-based incentives, with annual awards tied to Adjusted Operating Income (AOI) and long-term incentives split between Total Company Net Revenue (50%) and Business Unit AOI (50%) for Performance Stock Units, and Restricted Stock Units (50%) tied to stock price performance. The company converted to a Nevada corporation on June 9, 2025, and its Class A director representation will be 25% of the Board, consistent with its Articles of Incorporation.

Why It Matters

This DEF 14A filing highlights the continued significant control of the Dolan Family Group over Madison Square Garden Entertainment Corp., with their Class B shares dictating the election of 75% of the board and key executive compensation decisions. For investors, this dual-class structure means limited influence on corporate governance, potentially impacting investor confidence and stock valuation compared to competitors with more democratic voting rights. Employees and customers will see the company's strategic direction remain largely consistent with the Dolan family's vision for its iconic venues and entertainment offerings, potentially reinforcing its niche in live entertainment but also raising questions about broader market accountability.

Risk Assessment

Risk Level: medium — The risk level is medium due to the dual-class share structure, where the Dolan Family Group, owning all 6,866,754 shares of Class B Common Stock, has disproportionate voting power (ten votes per share). This allows them to elect nine out of twelve directors and approve key proposals, effectively limiting the influence of Class A shareholders (40,364,953 shares, one vote per share) on corporate governance and strategic decisions.

Analyst Insight

Investors should carefully consider the implications of MSGE's dual-class share structure and the Dolan family's control. While the company operates iconic venues, the limited influence for Class A shareholders suggests a need for thorough due diligence on management's long-term strategy and performance, rather than relying on shareholder activism for change.

Executive Compensation

Key Numbers

• 40,364,953 — Class A Common Stock shares outstanding (As of October 17, 2025, each with one vote per share)
• 6,866,754 — Class B Common Stock shares outstanding (As of October 17, 2025, each with ten votes per share, all held by Dolan Family Group)
• 12 — Total Director Nominees (3 Class A nominees and 9 Class B nominees)
• 25% — Class A director representation (Consistent with Articles of Incorporation requirement)
• 50% — Long-term incentive performance stock units tied to Total Company Net Revenue (Part of executive compensation for fiscal year 2025)
• 50% — Long-term incentive performance stock units tied to Business Unit AOI (Part of executive compensation for fiscal year 2025)
• 50% — Long-term incentive restricted stock units tied to stock price performance (Part of executive compensation for fiscal year 2025)
• 2025-10-17 — Record Date for Voting (Stockholders of record on this date may vote at the annual meeting)
• 2025-12-10 — Annual Meeting Date (Virtual meeting at 10:00 a.m. Eastern Time)
• 2025-06-09 — Nevada Corporation Conversion Date (Company converted from Delaware to Nevada corporation)

Key Players & Entities

• Madison Square Garden Entertainment Corp. (company) — Registrant
• James L. Dolan (person) — Executive Chairman and Chief Executive Officer
• Dolan Family Group (person) — Controls all Class B Common Stock
• Sphere Entertainment Co. (company) — Former parent company, previously Madison Square Garden Entertainment Corp.
• Mark C. Cresitello (person) — Secretary of the Board of Directors
• Martin Bandier (person) — Class A Director Nominee
• Donna M. Coleman (person) — Class A Director Nominee
• Frederic V. Salerno (person) — Class A Director Nominee
• Ryan T. Dolan (person) — Class B Director Nominee
• Charles P. Dolan (person) — Class B Director Nominee

FAQ

Risk Factors

• Reliance on Iconic Venues [high — operational]: The company's operations are heavily reliant on its iconic venues such as Madison Square Garden and Radio City Music Hall. Disruptions to these venues, whether due to events, maintenance, or unforeseen circumstances, could significantly impact revenue and profitability.
• Live Entertainment Industry Volatility [medium — market]: The live entertainment industry is subject to fluctuations in consumer spending, economic conditions, and evolving consumer preferences. A downturn in the economy or a shift in entertainment trends could negatively affect ticket sales and event attendance.
• Nevada Corporate Law Compliance [low — regulatory]: Having converted to a Nevada corporation on June 9, 2025, the company must ensure ongoing compliance with Nevada's corporate laws and regulations. Changes in these regulations could impose new compliance burdens or alter corporate governance requirements.
• Debt Management [medium — financial]: While specific debt figures are not detailed here, companies in the entertainment venue sector often carry significant debt. Managing this debt effectively, especially in a rising interest rate environment, is crucial for financial stability.
• Related Party Transactions [medium — legal]: The company has various arrangements with related parties, including the Dolan Family Group and entities like Sphere Entertainment and MSG Sports. These transactions require careful oversight and adherence to approval policies to avoid conflicts of interest and ensure fair terms.
• Dependence on Key Personnel [medium — operational]: The success of live entertainment relies on the ability to attract and retain top talent, including performers, event organizers, and management. A loss of key personnel could disrupt operations and impact the quality of offerings.

Industry Context

Madison Square Garden Entertainment Corp. operates within the highly competitive live entertainment and venue management industry. Key competitors include other major venue operators, promoters, and entertainment companies. Industry trends show a continued demand for live experiences, but also increasing costs associated with talent, production, and venue operations. The sector is also influenced by technological advancements in ticketing, streaming, and virtual experiences.

Regulatory Implications

As a publicly traded company, MSGE is subject to SEC regulations and reporting requirements. The recent conversion to a Nevada corporation means it must also comply with Nevada's corporate governance laws. The company's operations, particularly regarding entertainment events, may also be subject to local and state licensing and safety regulations.

What Investors Should Do

1. [object Object]
2. [object Object]
3. [object Object]

Key Dates

• 2025-12-10: Annual Meeting Date — Shareholders will vote on director elections, auditor ratification, and executive compensation.
• 2025-10-17: Record Date for Voting — Establishes the list of shareholders eligible to vote at the annual meeting.
• 2025-06-09: Nevada Corporation Conversion Date — The company transitioned its legal domicile, potentially impacting regulatory and tax considerations.

Glossary

DEF 14A

A proxy statement filed by a public company with the SEC detailing information about the annual meeting of shareholders, including director nominations, executive compensation, and other matters to be voted upon. (This document provides the core information for this analysis, outlining the company's governance, compensation, and upcoming shareholder votes.)

Class A Common Stock

A class of common stock with one vote per share, typically held by the general public. (Represents a significant portion of the company's outstanding shares (40,364,953 as of Oct 17, 2025), but with less voting power per share than Class B.)

Class B Common Stock

A class of common stock with ten votes per share, all held by the Dolan Family Group (6,866,754 shares as of Oct 17, 2025). (Confers significant voting control to the Dolan Family Group, enabling them to elect a majority of directors and influence key proposals.)

Adjusted Operating Income (AOI)

A non-GAAP financial measure used by the company to assess operating performance, typically excluding certain non-recurring or non-operational items. (A key performance metric used in both annual and long-term incentive compensation for Named Executive Officers (NEOs).)

Total Company Net Revenue

A key financial metric representing the total revenue generated by the company. (Used as a performance metric for 50% of the long-term incentive performance stock units for NEOs.)

Named Executive Officers (NEOs)

The top executive officers of the company whose compensation is disclosed in the proxy statement. (Their compensation packages are detailed, and the structure is designed to align their interests with shareholders.)

Restricted Stock Units (RSUs)

A form of equity compensation that grants the recipient shares of stock after a vesting period, often tied to continued employment or performance conditions. (A component of the long-term incentive program for NEOs, with 50% tied to stock price performance.)

Performance Stock Units (PSUs)

Equity awards where the number of shares ultimately received depends on the achievement of specific performance goals. (A significant part of the long-term incentive compensation for NEOs, with targets set for Total Company Net Revenue and Business Unit AOI.)

Year-Over-Year Comparison

This analysis is based on the DEF 14A filing for the upcoming 2025 annual meeting. Direct year-over-year comparisons of financial metrics like revenue, net income, or margins are not possible without access to the prior year's proxy statement or financial reports. However, the filing indicates a shift in corporate domicile to Nevada and outlines the executive compensation structure for fiscal year 2025, emphasizing performance-based incentives tied to AOI and Net Revenue, which provides a baseline for future comparisons.

Key Financial Figures

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

Filing Documents

• msge-20251024.htm (DEF 14A) — 1571KB
• msge-20251024_g1.jpg (GRAPHIC) — 7KB
• msge-20251024_g10.jpg (GRAPHIC) — 84KB
• msge-20251024_g11.jpg (GRAPHIC) — 142KB
• msge-20251024_g12.jpg (GRAPHIC) — 159KB
• msge-20251024_g13.jpg (GRAPHIC) — 144KB
• msge-20251024_g14.jpg (GRAPHIC) — 121KB
• msge-20251024_g2.jpg (GRAPHIC) — 31KB
• msge-20251024_g3.jpg (GRAPHIC) — 4KB
• msge-20251024_g4.jpg (GRAPHIC) — 9KB
• msge-20251024_g5.jpg (GRAPHIC) — 81KB
• msge-20251024_g6.jpg (GRAPHIC) — 84KB
• msge-20251024_g7.jpg (GRAPHIC) — 114KB
• msge-20251024_g8.jpg (GRAPHIC) — 121KB
• msge-20251024_g9.jpg (GRAPHIC) — 115KB
• 0001628280-25-046267.txt ( ) — 5229KB
• msge-20251024.xsd (EX-101.SCH) — 2KB
• msge-20251024_lab.xml (EX-101.LAB) — 2KB
• msge-20251024_pre.xml (EX-101.PRE) — 1KB
• msge-20251024_htm.xml (XML) — 82KB

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 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 21 Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm 31 Audit Committee Matters 32 Report of Audit Committee 33 Compensation Discussion & Analysis 34 Executive Summary 34 Compensation Program Practices and Policies 39 Elements of Our Compensation Program 42 Benefits 51 Perquisites 53 Post-Termination Compensation 54 Awards Issued in Connection with the Distribution 54 Report of Compensation Committee 56

Executive Compensation Tables

Executive Compensation Tables 57 Certain Compensation Disclosure Considerations 57 2025 Summary Compensation Table 58 2025 Grants of Plan-Based Awards 63 -i- Table of Contents Outstanding Equity Awards at June 30, 2025 65 2025 Stock Vested 67 2025 Pension Benefits 67 2025 Nonqualified Deferred Compensation 71 Employment Agreements 71 Termination and Severance 79 Equity Compensation Plan Information 85 Pay Versus Performance 86 CEO Pay Ratio 92 Proposal 3 — Non-Binding Advisory Vote On Named Executive Officer Compensation 93 Our Executive Officers 94 Transactions with Related Parties 95 Relationship Between Us, Sphere Entertainment, MSG Sports and AMC Networks 95 Aircraft Arrangements 101 Dolan Family Arrangements 103 Certain Relationships and Potential Conflicts of Interest 104 Related Party Transaction Approval Policy 105 Delinquent Section 16(a) Reports 106 Stock Ownership Table 107 Other Matters 118 Stockholder Proposals for 2025 Annual Meeting 118 2025 Form 10-K 118 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 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 entertain

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 2025 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 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 incorporated AOI and Total Company Net Revenue 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, 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 3 Table of Contents 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 2025 fiscal year and how each element was linked to Company performance. For more information on our executive compensation program and policies, please see "Compensation Discussio