PROXY STATEMENT
NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of
Madison Square Garden Entertainment Corp.
The Annual Meeting of Stockholders of Madison Square Garden Entertainment Corp. will be held on Wednesday, December 6, 2023, at 10:00 a.m. Eastern Time. You can attend the annual meeting via the internet, vote your shares electronically and submit your questions during the annual meeting, by visiting www.virtualshareholdermeeting.com/MSGE2023 (there is no physical location for the annual meeting). You will need to have your 16-digit control number included on your Notice of Internet Availability of Proxy Materials or your proxy card (if you received a printed copy of the proxy materials) to join the annual meeting. We encourage you to allow ample time for online check-in, which will begin at 9:45 a.m. Eastern Time. For further information on how to participate in the meeting please see General Information, “How do I attend, vote and ask questions during the 2023 annual meeting?”
The annual meeting will be held to consider and vote upon the following proposals:
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1. |
Election of directors. |
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2. |
Ratification of the appointment of our independent registered public accounting firm. |
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3. |
Approval of the Company’s 2023 Employee Stock Plan. |
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4. |
Approval of the Company’s 2023 Stock Plan for Non-Employee Directors. |
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5. |
An advisory vote on the compensation of our named executive officers. |
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6. |
An advisory vote on the frequency of future advisory votes on named executive officer compensation. |
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7. |
Conduct such other business as may be properly brought before the meeting. |
Only stockholders of record on October 16, 2023 may vote during the meeting.
Your vote is important to us. Even if you plan on participating in the annual meeting virtually, we recommend that you vote as soon as possible by telephone, by Internet or by signing, dating and returning the proxy card in the postage-paid envelope provided.
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By order of the Board of Directors, |
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Jamal H. Haughton Executive Vice President, General Counsel and Secretary |
New York, New York
October 26, 2023
MADISON SQUARE GARDEN ENTERTAINMENT CORP., TWO PENNSYLVANIA PLAZA, NEW YORK, NY 10121
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
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 -
REPORT OF AUDIT COMMITTEE
The Audit Committee assists the Board in its oversight of the Company’s financial reporting, internal controls, and audit functions. As set forth in the charter of the Audit Committee, management of the Company is responsible for the preparation, presentation and integrity of the Company’s financial statements, the Company’s accounting and financial reporting principles, and the Company’s internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The Company has an in-house Internal Audit Department that reports to the Audit Committee and management. This department provides the Audit Committee and management an independent review function, including reviewing and evaluating the adequacy, effectiveness, and quality of the Company’s system of internal controls.
The Company’s independent registered public accounting firm, Deloitte, is responsible for auditing the Company’s financial statements and, with the exception of the year ended June 30, 2023 (as auditor attestation of internal control over financial reporting is not required while the Company is an emerging growth company), internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (the “PCAOB”) and expressing an opinion on the conformity of the consolidated and combined financial statements to U.S. generally accepted accounting principles (“U.S. GAAP”) and on the effectiveness of the Company’s internal control over financial reporting.
In the performance of its oversight function, the Audit Committee has reviewed and discussed with management and Deloitte the audited financial statements and its evaluation of the Company’s internal control over financial reporting. The Audit Committee discussed with Deloitte the matters required to be discussed by the applicable requirements of the PCAOB and the SEC. The Audit Committee received the written disclosures and the letter from Deloitte required by applicable requirements of the PCAOB regarding the independent auditor’s communications with the Audit Committee regarding independence, and the Audit Committee discussed with Deloitte the firm’s independence. All audit and non-audit services performed by Deloitte must be specifically approved by the Audit Committee or by its Chairman (and subject to ratification by the full committee).
As part of its responsibilities for oversight of the risk management process, the Audit Committee has reviewed and discussed the Company’s risk assessment and risk management framework, including discussions of individual risk areas as well as a summary of the overall process.
The Audit Committee discussed the overall scope of and plans for their respective audits with the Company’s Internal Audit Department and Deloitte. For the fiscal year ended June 30, 2023, the Audit Committee met with head of the Company’s Internal Audit function and representatives of Deloitte in regular and executive sessions, to discuss the results of their examinations related to the Company, the evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting and compliance programs. The Company’s Internal Audit function is provided by the Company’s Internal Audit Department and PricewaterhouseCoopers LLP (while members of the Internal Audit Department of the Company were on leaves of absence).
Based upon the reports, reviews and discussions described in this report, the Audit Committee recommended to the Board that the audited financial statements be included in the 2023 Form 10-K that was filed with the SEC.
Members of the Audit Committee
Martin Bandier
Donna M. Coleman
Frederic V. Salerno (Chair)
33
SCAN TO VIEW MATERIALS & VOTE w MADISON SQUARE GARDEN ENTERTAINMENT CORP. TWO PENNSYLVANIA PLAZA YOUR VOTE IS IMPORTANT, PLEASE VOTE TODAY. NEW YORK, NY 10121 Vote by the Internet or Telephone or Mail 24 Hours a Day, 7 Days a Week Your Internet or telephone vote authorizes the named proxies to vote the shares in the same manner as if you marked, signed and returned your proxy card. VOTE BY INTERNET Before The Meeting—Go to www.proxyvote.com or scan the QR barcode above. Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m., Eastern Time, on December 5, 2023. (December 1, 2023 for participants in the AMC Networks Inc. 401(k) Plan). Have your proxy card in hand when you access the website and then follow the instructions provided. During The Meeting—Go to www.virtualshareholdermeeting.com/MSGE2023 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE—1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions until 11:59 p.m., Eastern Time, on December 5, 2023 (December 1, 2023 for participants in the AMC Networks Inc. 401(k) Plan). Have your proxy card in hand when you call and then follow the instructions provided. VOTE BY MAIL Mark, sign, and date your proxy card and return it in the postage-paid envelope we have provided or return it to Madison Square Garden Entertainment Corp., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Your proxy card must be received by December 5, 2023 (December 1, 2023 for participants in the AMC Networks Inc. 401(k) Plan). If you vote by the Internet or by telephone you do NOT need to mail back your proxy card. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V24050-TBD KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY MADISON SQUARE GARDEN ENTERTAINMENT CORP. For Withhold For All To withhold authority to vote for any individual All All Except nominee(s), mark “For All Except” and write the Unless otherwise specified in the spaces provided, the number(s) of the nominee(s) for whom you do not undersigned’s vote is cast FOR the election of the director wish to vote on the line below. nominees listed in Proposal 1, FOR Proposals 2, 3, 4 and 5, and for 3 YEARS on Proposal 6 below, as more fully described in the accompanying Proxy Statement. The Board of Directors recommends you vote FOR ALL the following director nominees: 1. Election of the following nominees as directors: (01) Martin Bandier (02) Donna M. Coleman (03) Frederic V. Salerno The Board of Directors recommends you vote FOR the following proposals: For Against Abstain 2. Ratification of the appointment of our independent registered public accounting firm. 3. Approval of the Company’s 2023 Employee Stock Plan. 4. Approval of the Company’s 2023 Stock Plan for Non-Employee Directors. 5. Approval of, on an advisory basis, the compensation of our named executive officers. The Board of Directors recommends you vote for 3 YEARS on the following proposal: 3 Years 2 Years 1 Year Abstain 6. An advisory vote on the frequency of future advisory votes on executive compensation. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting. Your signature should appear the same as your name appears. If signing as attorney, executor, trustee or guardian, please indicate the capacity in which signing. When signing as joint tenants, all parties to the joint tenancy must sign. When a corporation gives the proxy, it should be signed by an authorized officer and the corporate seal affixed. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting of Stockholders: The Notice, Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com. FOLD AND DETACH HERE V24051-TBD CLASS A PROXY CARD MADISON SQUARE GARDEN ENTERTAINMENT CORP. Solicited by the Board of Directors for the Annual Meeting of Stockholders on December 6, 2023 The undersigned hereby appoints David F. Byrnes, Jamal H. Haughton and Philip G. D’Ambrosio, and each of them, jointly and severally, proxies with full power of substitution, to vote all stock of Madison Square Garden Entertainment Corp. (the “Company”) which the undersigned is entitled to vote at the Company’s Annual Meeting of Stockholders to be held virtually at www.virtualshareholdermeeting.com/MSGE2023, on Wednesday, December 6, 2023, at 10:00 a.m., Eastern Time, and any adjournment or postponement thereof, hereby ratifying all that said proxies or their substitutes may do by virtue hereof, and the undersigned authorizes and instructs said proxies to vote as stated on the reverse side. If you sign and return this proxy card but do not give any direction, these shares will be voted FOR each of the director nominees in Proposal 1, FOR Proposals 2, 3, 4 and 5, and for 3 YEARS on Proposal 6, in the discretion of the proxies, and upon such other matters as may properly come before the Annual Meeting and at any adjournment or postponement thereof. Attention participants in the AMC Networks Inc. 401(k) Plan: If you hold shares of the Company’s Class A Common Stock through the AMC Networks Inc. 401(k) Plan, you should complete, sign and return this proxy card to instruct Fidelity Management Trust Company, as Trustee of the AMC Networks Inc. 401(k) Plan, how to vote these shares. Your proxy card must be received no later than 11:59 p.m., Eastern Time, on December 1, 2023 so that the Trustee (who votes the shares on behalf of the AMC Networks Inc. 401(k) Plan participants) has adequate time to tabulate the voting instructions. Fidelity Management Trust Company shall not vote shares of the Company’s Class A Common Stock allocated to a participant’s account for which it has not received instructions from the participant. The undersigned hereby acknowledges receipt of the Notice of the Annual Meeting, the Proxy Statement and Annual Report on Form 10-K of the Company. (Continued and to be signed on the reverse side)
SCAN TO VIEW MATERIALS & VOTE w MADISON SQUARE GARDEN ENTERTAINMENT CORP. TWO PENNSYLVANIA PLAZA YOUR VOTE IS IMPORTANT, PLEASE VOTE TODAY. NEW YORK, NY 10121 Vote by the Internet or Telephone or Mail 24 Hours a Day, 7 Days a Week Your Internet or telephone vote authorizes the named proxies to vote the shares in the same manner as if you marked, signed and returned your proxy card. VOTE BY INTERNET Before The Meeting—Go to www.proxyvote.com or scan the QR barcode above. Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m., Eastern Time, on December 5, 2023. Have your proxy card in hand when you access the website and then follow the instructions provided. During The Meeting—Go to www.virtualshareholdermeeting.com/MSGE2023 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE—1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions until 11:59 p.m., Eastern Time, on December 5, 2023. Have your proxy card in hand when you call and then follow the instructions provided. VOTE BY MAIL Mark, sign, and date your proxy card and return it in the postage-paid envelope we have provided or return it to Madison Square Garden Entertainment Corp., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Your proxy card must be received by December 5, 2023. If you vote by the Internet or by telephone you do NOT need to mail back your proxy card. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V24052-TBD KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY MADISON SQUARE GARDEN ENTERTAINMENT CORP. For Withhold For All To withhold authority to vote for any individual All All Except nominee(s), mark “For All Except” and write the Unless otherwise specified in the spaces provided, the number(s) of the nominee(s) for whom you do not undersigned’s vote is cast FOR the election of the director wish to vote on the line below. nominees listed in Proposal 1, FOR Proposals 2, 3, 4 and 5, and for 3 YEARS on Proposal 6 below, as more fully described in the accompanying Proxy Statement. The Board of Directors recommends you vote FOR ALL the following director nominees: 1. Election of the following nominees as directors: (01) James L. Dolan (06) Quentin F. Dolan (02) Charles F. Dolan (07) Ryan T. Dolan (03) Charles P. Dolan (08) Thomas C. Dolan (04) Marianne Dolan Weber (09) Brian G. Sweeney (05) Paul J. Dolan The Board of Directors recommends you vote FOR the following proposals: For Against Abstain 2. Ratification of the appointment of our independent registered public accounting firm. 3. Approval of the Company’s 2023 Employee Stock Plan. 4. Approval of the Company’s 2023 Stock Plan for Non-Employee Directors. 5. Approval of, on an advisory basis, the compensation of our named executive officers. The Board of Directors recommends you vote for 3 YEARS on the following proposal: 3 Years 2 Years 1 Year Abstain 6. An advisory vote on the frequency of future advisory votes on executive compensation. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting. Your signature should appear the same as your name appears. If signing as attorney, executor, trustee or guardian, please indicate the capacity in which signing. When signing as joint tenants, all parties to the joint tenancy must sign. When a corporation gives the proxy, it should be signed by an authorized officer and the corporate seal affixed. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Pay vs Performance Disclosure
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12 Months Ended |
Jun. 30, 2023
USD ($)
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Pay vs Performance Disclosure |
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Pay vs Performance Disclosure, Table |
Although the Company is an emerging growth company and the disclosure requirements of Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) and Item 402(v) of Regulation S-K do not apply to the Company, the following Pay Versus Performance information has been provided on a voluntary basis. The table below sets forth information about the relationship between compensation actually p aid (“CAP”) to our principal executive officer (“PEO”) and non-PEO NEOs and certain financial performance measures of the Company and how the Company aligns executive compensation with the Company’s performance. CAP represents an amount calculated in accordance with the SEC’s prescribed formula pursuant to Dodd-Frank and does not represent compensation actually paid to or earned by our NEOs in any year. Nei th er the Compensation Committee nor the Company directly used this information when making compensation-related decisions for the 2023 fiscal year. For further information concerning the Company’s variable philosophy and how the Company aligns executive compensation with Company performance, refer to the “Compensation Discussion and Analysis” section of this proxy statement.
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Year |
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Summary Compensation Table Total for PEO ($) (1) |
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Compensation Actually Paid for PEO ($) (2) |
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Average Summary Compensation Table Total for Non-PEO NEOs ($) (3) |
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Average Compensation Actually Paid for Non-PEO NEOs ($) (4) |
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Value of Initial Fixed $100 Investment Based on: |
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(GAAP) Net Income ($000s) (7) |
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Company Selected Performance Measure |
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Total Shareholder Return ($) (5) |
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Peer Group Total Shareholder Return ($) (6) |
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Adjusted Operating Income ($000s) (8) |
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2023 |
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9,307,439 |
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10,567,167 |
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1,259,701 |
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1,349,409 |
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108.49 |
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105.80 |
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76,044 |
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175,048 |
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(1) |
The dollar amount reported for the PEO, Mr. Dolan, under “Summary Compensation Table Total” is the amount of total compensation reported for Mr. Dolan for the 2023 fiscal year in the “Total” column of the Summary Compensation Table. |
(2) |
The dollar amount reported for Mr. Dolan under “Compensation Actually Paid” represents the amount of CAP to Mr. Dolan, as computed in accordance with Item 402(v) of Regulation S-K. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to Mr. Dolan’s total compensation for the 2023 fiscal year to determine the CAP: |
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Total Compensation as reported in Summary Compensation Table |
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9,307,439 |
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Subtract change in pension value as reported in Summary Compensation Table |
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— |
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Add pension value attributable to covered fiscal year’s service and any change in such value attributable to plan amendments made in covered fiscal year |
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— |
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Subtract value of equity awards as reported in Summary Compensation Table |
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6,007,772 |
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Add year-end fair value of equity awards granted in covered fiscal year that were unvested at end of covered fiscal year |
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6,639,950 |
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Add change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during covered fiscal year |
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— |
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Add vesting date fair value of equity awards granted in covered fiscal year that vested during covered fiscal year |
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— |
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Add change in fair value from end of prior fiscal year to end of covered fiscal year for awards granted in prior fiscal years that were unvested at end of covered fiscal year (a) |
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627,550 |
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Subtract fair value of awards forfeited in covered fiscal year determined at end of prior fiscal year |
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— |
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Add dividends or other earnings paid on stock or option awards in covered fiscal year that are not otherwise included in total compensation for covered fiscal year |
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— |
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Compensation Actually Paid to PEO |
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(a) |
Includes change in fair value of Company awards granted in April 2023 in respect of existing SPHR awards that were granted by Sphere Entertainment prior to the Distribution. Calculations for such awards assume fair value at prior fiscal year end as of April 21, 2023, the first trading day of the Company following the Distribution. |
(3) |
The dollar amount reported under “Average Summary Compensation Total for non-PEO NEOs” represents the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Dolan) in the “Total” column of the Summary Compensation Table in the 2023 fiscal year. The NEOs included for purposes of calculating the average amount in the 2023 fiscal year are as follows: David F. Byrnes, Jamal H. Haughton, Philip G. D’Ambrosio, and Courtney M. Zeppetella. |
(4) |
The dollar amount reported under “Average Compensation Actually Paid for non-PEO NEOs” represents the average amount of CAP to the NEOs as a group (excluding Mr. Dolan), as computed in accordance with Item 402(v) of Regulation S-K. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to the non-PEO NEOs’ total compensation for each year to determine the CAP: |
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Total Compensation as reported in Summary Compensation Table |
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1,259,701 |
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Subtract change in pension value as reported in Summary Compensation Table |
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— |
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Add pension value attributable to covered fiscal year’s service and any change in such value attributable to plan amendments made in covered fiscal year |
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— |
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Subtract value of equity awards as reported in Summary Compensation Table |
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576,888 |
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Add year-end fair value of equity awards granted in covered fiscal year that were unvested at end of covered fiscal year |
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635,586 |
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Add change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during covered fiscal year |
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— |
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Add vesting date fair value of equity awards granted in covered fiscal year that vested during covered fiscal year |
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— |
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Add change in fair value from end of prior fiscal year to end of covered fiscal year for awards granted in prior fiscal years that were unvested at end of covered fiscal year (a) |
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31,009 |
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Subtract fair value of awards forfeited in covered fiscal year determined at end of prior fiscal year |
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— |
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Add dividends or other earnings paid on stock or option awards in covered fiscal year that are not otherwise included in total compensation for covered fiscal year |
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— |
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Compensation Actually Paid to Non-PEO NEOs |
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(a) |
Includes change in fair value of Company awards granted in April 2023 in respect of existing SPHR awards that were granted by Sphere Entertainment prior to the Distribution. Calculations for such awards assume fair value at prior fiscal year end as the fair value as of April 21, 2023, the first trading day of the Company following the Distribution. |
(5) |
Cumulative Total Shareholder Return is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the company’s share price at the end and the beginning of the measurement period by the company’s share price at the beginning of the measurement period. |
(6) |
As permitted by SEC rules, the peer group referenced for purposes of “Peer Group Total Shareholder Return” is that of the Bloomberg Americas Entertainment Index, which is the industry index reported in our 2023 Form 10-K in accordance with Regulation S-K Item 201(e). |
(7) |
Reflects Net Income as reported in our 2023 Form 10-K; Net Income Attributable to MSGE Stockholders in 2023 was $76,597. |
(8) |
Reflects adjusted operating income as defined in our 2023 Form 10-K. 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. The adjusted operating income figures used to set performance targets and determine payouts within our MPIP and LTIP (as described in the “Compensation Discussion & Analysis” section of this proxy statement) may contemplate certain potential future adjustments or exclusions. |
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Company Selected Measure Name |
AdjustedOperatingIncome
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Named Executive Officers, Footnote |
(3) |
The dollar amount reported under “Average Summary Compensation Total for non-PEO NEOs” represents the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Dolan) in the “Total” column of the Summary Compensation Table in the 2023 fiscal year. The NEOs included for purposes of calculating the average amount in the 2023 fiscal year are as follows: David F. Byrnes, Jamal H. Haughton, Philip G. D’Ambrosio, and Courtney M. Zeppetella. |
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Peer Group Issuers, Footnote |
(6) |
As permitted by SEC rules, the peer group referenced for purposes of “Peer Group Total Shareholder Return” is that of the Bloomberg Americas Entertainment Index, which is the industry index reported in our 2023 Form 10-K in accordance with Regulation S-K Item 201(e). |
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PEO Total Compensation Amount |
$ 9,307,439
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PEO Actually Paid Compensation Amount |
$ 10,567,167
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Adjustment To PEO Compensation, Footnote |
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Total Compensation as reported in Summary Compensation Table |
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9,307,439 |
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Subtract change in pension value as reported in Summary Compensation Table |
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— |
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Add pension value attributable to covered fiscal year’s service and any change in such value attributable to plan amendments made in covered fiscal year |
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— |
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Subtract value of equity awards as reported in Summary Compensation Table |
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6,007,772 |
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Add year-end fair value of equity awards granted in covered fiscal year that were unvested at end of covered fiscal year |
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6,639,950 |
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Add change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during covered fiscal year |
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— |
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Add vesting date fair value of equity awards granted in covered fiscal year that vested during covered fiscal year |
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— |
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Add change in fair value from end of prior fiscal year to end of covered fiscal year for awards granted in prior fiscal years that were unvested at end of covered fiscal year (a) |
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627,550 |
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Subtract fair value of awards forfeited in covered fiscal year determined at end of prior fiscal year |
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— |
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Add dividends or other earnings paid on stock or option awards in covered fiscal year that are not otherwise included in total compensation for covered fiscal year |
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— |
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Compensation Actually Paid to PEO |
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(a) |
Includes change in fair value of Company awards granted in April 2023 in respect of existing SPHR awards that were granted by Sphere Entertainment prior to the Distribution. Calculations for such awards assume fair value at prior fiscal year end as of April 21, 2023, the first trading day of the Company following the Distribution. |
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Non-PEO NEO Average Total Compensation Amount |
$ 1,259,701
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Non-PEO NEO Average Compensation Actually Paid Amount |
$ 1,349,409
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Adjustment to Non-PEO NEO Compensation Footnote |
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Total Compensation as reported in Summary Compensation Table |
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1,259,701 |
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Subtract change in pension value as reported in Summary Compensation Table |
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— |
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Add pension value attributable to covered fiscal year’s service and any change in such value attributable to plan amendments made in covered fiscal year |
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— |
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Subtract value of equity awards as reported in Summary Compensation Table |
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576,888 |
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Add year-end fair value of equity awards granted in covered fiscal year that were unvested at end of covered fiscal year |
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635,586 |
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Add change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during covered fiscal year |
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— |
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Add vesting date fair value of equity awards granted in covered fiscal year that vested during covered fiscal year |
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— |
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Add change in fair value from end of prior fiscal year to end of covered fiscal year for awards granted in prior fiscal years that were unvested at end of covered fiscal year (a) |
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31,009 |
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Subtract fair value of awards forfeited in covered fiscal year determined at end of prior fiscal year |
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— |
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Add dividends or other earnings paid on stock or option awards in covered fiscal year that are not otherwise included in total compensation for covered fiscal year |
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— |
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Compensation Actually Paid to Non-PEO NEOs |
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(a) |
Includes change in fair value of Company awards granted in April 2023 in respect of existing SPHR awards that were granted by Sphere Entertainment prior to the Distribution. Calculations for such awards assume fair value at prior fiscal year end as the fair value as of April 21, 2023, the first trading day of the Company following the Distribution. |
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Compensation Actually Paid vs. Total Shareholder Return |
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Compensation Actually Paid vs. Net Income |
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Compensation Actually Paid vs. Company Selected Measure |
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Total Shareholder Return Vs Peer Group |
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Tabular List, Table |
Financial Performance Measures As described in greater detail in the “Compensation Discussion & Analysis” section of this proxy statement, our approach to executive compensation is designed to directly link pay to performance, recognize both corporate and individual performance, promote long-term s tock ownership, attract, retain and motivate talented executives, and balance risk and reward while taking into consideration stakeholder feedback as well as market trends and practices. The most important performance measures used by the Company to link CAP to the Company’s NEOs for the most recently completed fiscal year to the Company’s performance are:
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Company strategic objectives. |
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Total Shareholder Return Amount |
$ 108.49
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Peer Group Total Shareholder Return Amount |
105.8
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Net Income (Loss) |
$ 76,044,000
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Company Selected Measure Amount |
175,048,000
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PEO Name |
Mr. Dolan
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Measure:: 1 |
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Pay vs Performance Disclosure |
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Name |
AOI
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Non-GAAP Measure Description |
(8) |
Reflects adjusted operating income as defined in our 2023 Form 10-K. 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. The adjusted operating income figures used to set performance targets and determine payouts within our MPIP and LTIP (as described in the “Compensation Discussion & Analysis” section of this proxy statement) may contemplate certain potential future adjustments or exclusions. |
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Measure:: 2 |
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Pay vs Performance Disclosure |
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Name |
Net revenue
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Measure:: 3 |
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Pay vs Performance Disclosure |
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Name |
Company strategic objectives
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PEO | Value Of Equity Awards As Reported [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
$ 6,007,772
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PEO | Year End Fair Value Of Equity Awards Granted In Covered Fiscal Year That Were Unvested At End Of Covered Fiscal Year [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
6,639,950
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PEO | Change In Fair Value From End Of Prior Fiscal Year To End Of Covered Fiscal Year For Awards Granted In Prior Fiscal Years That Were Unvested At End Of Covered Fiscal Year [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
627,550
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Non-PEO NEO | Value Of Equity Awards As Reported [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
576,888
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Non-PEO NEO | Year End Fair Value Of Equity Awards Granted In Covered Fiscal Year That Were Unvested At End Of Covered Fiscal Year [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
635,586
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Non-PEO NEO | Change In Fair Value From End Of Prior Fiscal Year To End Of Covered Fiscal Year For Awards Granted In Prior Fiscal Years That Were Unvested At End Of Covered Fiscal Year [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
$ 31,009
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