Madison Square Garden Sports Corp.
For the period ended Dec 8, 2025. Filed Oct 23, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 8, 2025 · Filed Oct 23, 2025
Contents
Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) and Item 402(v) of Regulation S-K, the table below sets forth information about the relationship between compensation actually paid (“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. Neither the Compensation Committee nor the Company directly used this information when making compensation-related decisions for any fiscal year. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with Company performance, refer to the “Compensation Discussion and Analysis” section of this proxy statement.
| Year · SummaryCompensationTable Total ($)(1) · CompensationActually Paid ($)(2) · AverageSummaryCompensationTable Totalfor Non-PEONEOs ($)(3) · AverageCompensationActually Paidfor Non-PEONEOs ($)(4) · Value of Initial Fixed$100 InvestmentBased on: · (GAAP)NetIncome (Loss)($000s)(7) · CompanySelectedPerformanceMeasure | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| PEO 1 (Dolan) · PEO 2 (Lustgarten) · PEO 1 (Dolan) · PEO 2 (Lustgarten) · TotalShareholderReturn ($)(5) · Peer GroupTotalShareholderReturn ($)(6) · AdjustedOperatingIncome (Loss)($000s)(8) | ||||||||||
| 2025 | 13,150,269 | — | 14,878,306 | — | 2,967,590 | 3,266,944 | 148.92 | 155.90 | (22,438) | 38,156 |
| 2024 | 10,154,712 | — | 10,148,755 | — | 4,286,685 | 4,287,383 | 134.08 | 145.28 | 58,771 | 172,242 |
| 2023 | 11,020,262 | 12,028,392 | 14,505,755 | 12,601,859 | 4,050,367 | 4,559,706 | 134.02 | 144.03 | 45,628 | 115,045 |
| 2022 | — | 8,280,968 | — | 7,609,256 | 5,052,269 | 4,716,445 | 102.80 | 121.64 | 48,880 | 142,211 |
| 2021 | — | 6,519,949 | — | 8,013,656 | 3,211,373 | (927,368) | 117.48 | 230.15 | (15,897) | (12,530) |
(1)The dollar amounts reported for the PEOs, Messrs. Dolan and Lustgarten, under “Summary Compensation Table Total” are the amounts of total compensation reported for Messrs. Dolan and Lustgarten for each corresponding year in the “Total” column of the Summary Compensation Table.
(2) The dollar amounts reported for Messrs. Dolan and Lustgarten under “Compensation Actually Paid” represent the amount of CAP to Messrs. Dolan and Lustgarten, as computed in accordance with Item 402(v) of Regulation S-K. Mr. Lustargten’s CAP for fiscal year 2023 has been revised from the number previously reported in the Pay versus Performance Table in order to correct an inadvertent valuation error with respect to equity awards that vested during the covered fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to Mr. Dolan’s total compensation for 2025 to determine the CAP:
| James L. Dolan | |
|---|---|
| 2025 ($) | |
| Total Compensation as reported in Summary Compensation Table | 13,150,269 |
| Subtract change in pension value as reported in Summary Compensation Table | (12,999) |
| 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 | — |
| Subtract value of equity awards as reported in Summary Compensation Table | (8,096,246) |
| Add year-end fair value of equity awards granted in covered fiscal year that were unvested at end of covered fiscal year | 8,134,006 |
| 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(a) | 633,233 |
| Add vesting date fair value of equity awards granted in covered fiscal year that vested during covered fiscal year | — |
| 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) | 1,070,044 |
| Subtract fair value of awards forfeited in covered fiscal year determined at end of prior fiscal year | — |
| 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 | — |
| Compensation Actually Paid to PEO* | 14,878,306 |
- Note: Numbers in rows above may not sum to CAP due to rounding
(a)Fair value calculations reflect a $7.00 per share dividend for awards granted prior to the dividend record date of October 17, 2022. Calculated value reflects cash dividends that are retained by the Company until the underlying shares vest, with such dividends paid (without interest) on the applicable delivery date to the extent that the shares vest.
(3)The dollar amounts reported under “Average Summary Compensation Total for Non-PEO NEOs” represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Dolan for fiscal years 2023 through 2025 and Mr. Lustgarten for fiscal years 2021 through 2023) in the “Total” column of the Summary Compensation Table in each applicable year. The names of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for fiscal year 2025, Jamaal T. Lesane, David Granville-Smith, Victoria M. Mink, and Bryan Warner; (ii) for fiscal year 2024, David Granville-Smith, Victoria M. Mink, Jamaal T. Lesane, Alexander Shvartsman, and David G. Hopkinson; (iii) for fiscal year 2023, David G. Hopkinson, David Granville-Smith, Victoria M. Mink, and Jamaal T. Lesane; (iv) for fiscal year 2022, James L. Dolan, Victoria M. Mink, Jamaal T. Lesane, Alexander Shvartsman, and Lawrence J. Burian; and (v) for fiscal year 2021, James L. Dolan, Victoria M. Mink, Lawrence J. Burian, and Alexander Shvartsman.
(4) The dollar amounts reported under “Average Compensation Actually Paid for Non-PEO NEOs” represent the average amount of CAP to the NEOs as a group (excluding Mr. Dolan for 2025), as computed in accordance with Item 402(v) of Regulation S-K. The average amount of the NEOs’ CAP for fiscal year 2024 has been revised from the number previously reported in the Pay versus Performance Table in order to correct an inadvertent valuation error with respect to equity awards that vested during the covered fiscal year. 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 2025 to determine the CAP:
| NEO Averages | |
|---|---|
| 2025 ($) | |
| Total Compensation as reported in Summary Compensation Table | 2,967,590 |
| Subtract change in pension value as reported in Summary Compensation Table | — |
| 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 | — |
| Subtract value of equity awards as reported in Summary Compensation Table | (1,262,206) |
| Add year-end fair value of equity awards granted in covered fiscal year that were unvested at end of covered fiscal year | 1,279,819 |
| 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(a) | 78,809 |
| Add vesting date fair value of equity awards granted in covered fiscal year that vested during covered fiscal year | — |
| 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) | 202,933 |
| Subtract fair value of awards forfeited in covered fiscal year determined at end of prior fiscal year | — |
| 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 | — |
| Compensation Actually Paid to Non-PEO NEOs* | 3,266,944 |
- Note: Numbers in rows above may not sum to CAP due to rounding
(a)Fair value calculations reflect a $7.00 per share dividend for awards granted prior to the dividend record date of October 17, 2022. Calculated value reflects cash dividends that are retained by the Company until the underlying shares vest, with such dividends paid (without interest) on the applicable delivery date to the extent that the shares vest.
(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 2025 Form 10-K in accordance with Regulation S-K Item 201(e).
(7) Reflects Net Income (Loss) as reported in our Annual Report on Form 10-K for the relevant fiscal year. Net Income (Loss) Attributable to MSGS Stockholders was $(22,438) in 2025, $58,771 in 2024, $47,793 in 2023, $51,131 in 2022, and $(13,954) in 2021.
(8)Reflects adjusted operating income as defined in our Annual Report on Form 10-K for the relevant fiscal year. AOI is a non-GAAP financial measure. For a reconciliation of this non-GAAP measure to the most comparable GAAP measure, please see Annex A. The AOI 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.
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 stock 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 named executive officers for the most recently completed fiscal year to the Company’s performance are:
AOI;
Revenues; and
Company strategic objectives.
Analysis of the Information Presented in the Pay versus Performance Table
While we utilize several performance measures to align executive compensation with performance, all of those measures are not presented in the Pay versus Performance Table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with CAP for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following graphic descriptions of the relationships between information presented in the Pay versus Performance Table.
*The Compensation Committee determined compensation amounts in each year based on AOI as it was defined in the applicable year. The Company amended its definition of AOI during the fourth quarter of the fiscal year ended June 30, 2023 so that the impact of non-cash straight-line leasing revenue associated with the Arena License Agreements is no longer excluded. AOI presented in the Pay versus Performance Table for prior year periods has not been adjusted to reflect this amendment, and is therefore not comparable across periods. If the Company were to adjust AOI for the prior year periods to reflect this amendment, such amounts would be $114,906 in 2022 and $(40,835) in 2021.
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