Madison Square Garden Entertainment Corp.

Our executive compensation philosophy is reflected in the principal elements of our executive compensation program, each of which is important to the Company’s goal of attracting, retaining, motivating and rewarding highly-qualified executive officers. The compensation program included the following key elements for the fiscal year ended June 30, 2025: base salary, annual cash incentives, long-term incentives, retirement, health and welfare and other benefits, which are generally provided to all other eligible employees, and additional executive officer benefits, including post-termination compensation under certain circumstances and certain perquisites, each as described below.

A significant percentage of total direct compensation is allocated to incentive compensation in accordance with the Compensation Committee’s philosophy. The Compensation Committee reviews historical compensation, other information provided by the independent compensation consultant and other factors, such as experience, performance, length of service and contractual commitments, to determine the appropriate level and mix of compensation for executive officers. The allocation between cash and equity-based compensation and between short-term and long-term compensation is designed to provide a variety of fixed and at-risk compensation that is related to the achievement of the Company’s short-term and long-term objectives.

Mr. Dolan is also employed by MSG Sports and Sphere Entertainment as each company’s Executive Chairman and Chief Executive Officer and Ms. Franco is also employed by Sphere Entertainment as Executive Vice President and General Counsel. Mr. Dolan and Ms. Franco receive separate compensation from Sphere Entertainment and, in the case of Mr. Dolan, MSG Sports, with respect to such employment. While the Compensation Committee is aware that Mr. Dolan and Ms. Franco also receive compensation for services rendered to Sphere Entertainment and MSG Sports, as applicable, the Compensation Committee’s own compensation decisions are based on its independent assessment and application of the compensation goals and objectives of the Company. The compensation program and philosophies discussed in this proxy statement reflect only compensation that is paid by the Company for services rendered to the Company, except as otherwise noted. For more information regarding the compensation of Mr. Dolan by Sphere Entertainment and MSG Sports, see Sphere Entertainment’s and MSG Sports’ 2025 Definitive Proxy Statements.

Base Salaries

Our Compensation Committee is responsible for setting the base salaries of the executive officers, which are intended to compensate them for the day-to-day services that they perform for the Company. Base salaries for the executive officers have been set at levels that are intended to reflect the competitive marketplace in attracting and retaining quality executive officers. The employment agreement between the Company and each NEO (except for Mr. Weinberg) contains a minimum base salary level. For information regarding these base salary levels, please see “Executive Compensation Tables — Employment Agreements” below. The Compensation Committee reviews the salaries of the executive officers at least annually. The Compensation Committee may adjust base salaries for executive officers over time, based on their performance and experience and in accordance with the terms of their employment agreements (as applicable).

The base salaries for each of Messrs. Dolan and Collins, Ms. Franco, Messrs. D’Ambrosio, Taki, Grau and Weinberg as of the end of the fiscal year ended June 30, 2025 (or in the case of Mr. Grau, as of his separation date), were as follows: $1,500,000, $700,000, $550,000, $750,000, $500,000, $700,000 and $569,380, respectively. The actual base salary earned by Mr. Weinberg, who became an executive officer of the Company effective November 20, 2024 and ceased to be an executive officer of the Company effective April 14, 2025, includes base salary earned by him for the entire fiscal year 2025 in his role as Senior Vice President, Business and Financial Operations. The Compensation Committee generally determined salaries for the NEOs after evaluation of company and individual performance, market pay levels, the range of increases generally provided to the company’s employees and, to the extent appropriate, management’s recommendations. See footnote 1 to “Executive Compensation Tables — Summary Compensation Table” for additional information regarding the base salaries and actual amounts earned by the NEOs during the Company’s fiscal year.

Annual Cash Incentives

Overview

Annual cash incentives earned for performance in the 2025 fiscal year were determined based on performance against goals established by the Compensation Committee under the Management Performance Incentive Plan (“MPIP”). MPIP is an annual incentive plan under which eligible members of management, including the NEOs, were provided an opportunity to earn an annual cash award. The initial funding level of the bonus pool was solely based on financial performance versus a pre-determined AOI target for the 2025 fiscal year, which initial funding level could be modified for each business unit based on performance versus pre-determined and measurable key strategic objectives, resulting in a payout that falls within the range of 0% to 200% of target. In fiscal year 2025 we had 12 business units, consisting of Live, Productions, Marquee Events, Marketing & Communications, Venue Operations, Global Sales & Partnerships and various Corporate business units, including Finance and Legal & Business Affairs, with a varied range of strategic goals for each business unit determined by the Compensation Committee.

This annual incentive was designed to link executive compensation directly to the Company’s financial performance and performance on key strategic initiatives by providing incentives and rewards based upon both total company and business unit performance during the applicable fiscal year.

MPIP results were calculated based on performance achievement against these pre-determined goals, as discussed below, for the business unit(s) applicable to each eligible employee, including our NEOs. Pursuant to the MPIP, Mr. Dolan’s business unit modifier was based on the strategic goals for all business units, whereas Messrs. D’Ambrosio, Taki, Grau and Weinberg were part of the Finance business unit and Ms. Franco was part of the Legal & Business Affairs business unit. Mr. Collins was not eligible to participate in the fiscal year 2025 MPIP in accordance with the terms of his employment agreement.

As discussed in “Performance Targets & Achievement Levels” below, as a result of the level of achievement of the AOI target, which led to an initial bonus pool funding level of 89.1% of target, and after modification based on achievement relative to the pre-determined business unit strategic objectives, the final payout levels of the annual cash incentives were calculatedat (i) 100.0% of the target level for Mr. Dolan, (ii) 97.5% of the target level for NEOs in the Finance business unit and (iii) 97.5% of the target level for NEOs in the Legal & Business Affairs business unit.

Target Award Opportunities

Each employee eligible for an annual incentive award was assigned a target award equal to a percentage of that employee’s base salary as of the conclusion of the applicable fiscal year (or with respect to Mr. Grau, as of his separation date).

Target annual incentive opportunities were based upon the applicable employee’s position, grade level, responsibilities, and historical and expected future contributions to the Company. In addition, each employment agreement between the Company and each of the NEOs (except for Mr. Weinberg) contains a minimum target annual incentive award level. The Compensation Committee reviews the target annual incentive award levels of the NEOs at least annually, subject to the minimum target annual incentive award level set forth in their employment agreements (as applicable). See “Executive Compensation Tables — Employment Agreements” below.

Annual Incentive Payouts The below table summarizes each NEO’s target annual incentive opportunity and actual 2025 fiscal year annual incentive payouts, as determined by the Compensation Committee. The annual incentive payouts are described in more detail below.

(1)Pursuant to the terms of his employment agreement, Mr. Collins was not eligible for an annual cash incentive award for the fiscal year ended June 30, 2025, but was provided a one-time cash award in the amount of $450,000, which was intended to compensate him for forfeited compensation from his previous employer and relocation costs and which is not included in the table above. Mr. Collins will be required to repay the full amount of this one-time cash award in the event of (i) his resignation (other than for “good reason”) or (ii) an involuntary termination for “cause,” in each case within one year following the commencement of his employment with the Company. Pursuant to his employment agreement, commencing with the 2026 fiscal year, Mr. Collins will be eligible to participate in the annual incentive program with an annual target bonus opportunity equal to not less than 100% of his base salary.

(2)Starting in fiscal year 2026, Mr. D’Ambrosio’s annual target bonus opportunity increased to 100% of his base salary.

(3)With respect to Mr. Taki, this table reflects the prorated annual incentive award earned during the fiscal year ended June 30, 2025 for ten months of the fiscal year, in accordance with his employment agreement. Pursuant to the terms of his employment agreement, Mr. Taki was also provided a one-time cash award in the amount of $250,000, which was intended to compensate him for forfeited compensation from his previous employer and which is not included in the table above. Mr. Taki would have been required to repay the net or gross amount of the one-time cash award in the event (i) he terminated his employment (other than for “good reason” or due to his death or disability) or (ii) the Company terminated his employment for “cause,” in each case within one year following the commencement of his employment with the Company.

(4)With respect to Mr. Grau, this table reflects the prorated annual incentive award earned during the fiscal year ended June 30, 2025 for the period of July 1, 2024 through November 26, 2024. See “Executive Compensation Tables — Termination and Severance” for a description of the benefits paid to Mr. Grau upon his separation from the Company.

Performance Targets & Achievement Levels

Financial Component: For the fiscal year ended June 30, 2025, the MPIP financial performance objective consisted of an AOI target from the Board-approved budget, with the initial MPIP funding pool under this component ranging from 0% to 200% of target. The initial MPIP funding pool was determined after assessing the financial performance against the pre-determined AOI target. Based on the performance against the pre-determined AOI target, the calculated result of the financial component of the MPIP, giving effect to the payout provisions of the MPIP, was 89.1% of target. The MPIP provides the Compensation Committee with flexibility to make equitable adjustments to the structure and payouts that it deems appropriate to reflect the best interests of the business, including based on recommendations from management. No such adjustments were made for the fiscal year 2025 MPIP.

Strategic Business Unit Modifier: For the fiscal year ended June 30, 2025, the MPIP also included a strategic modifier component for each business unit that could increase or decrease the initial AOI-funded MPIP pool based on performance against relevant strategic goals, resulting in a payout that falls within a range of 0% to 200% of target. These goals, strategies and measurable metrics were reviewed and approved by the Compensation Committee at the beginning of the year.

Goal Setting Process: In the 2025 fiscal year, numerous specific goals that were aligned with the Company’s broad strategic initiatives were established for each business unit. Discrete strategies and measurable metrics were enumerated to measure year-end achievement of these goals. Taking into account each business unit’s performance with respect to each goal and underlying strategies and metrics, management could propose a modification to the initial AOI-funded pool for each business unit. The Compensation Committee would then assess management’s recommended modification(s) relative to the level of achievement of each business unit against its respective strategic goals and make an independent determination as to the appropriate modifier(s) (if any).

2025 Fiscal Year Corporate Goals & Achievement: The strategic business unit modifier component for NEO payouts was calculated based on the extent to which the applicable business unit goals, strategies and measurable metrics were achieved in the fiscal year.

Finance Business Unit

In the 2025 fiscal year, the Finance business unit’s strategic modifier focused on numerous core strategies aimed at establishing structures and policies to drive value through:

•Achieving financial targets;

•Enhancing data reporting and efficiency; and

•Maximizing liquidity.

Finance business unit strategic goals were supported by multiple individual measurable metrics. Achievement of metrics for fiscal year 2025 included, but were not limited to:

•Achieving a favorable refinancingof the Company’s credit facilities, including extending the facilities’ maturity for a new five-year term with an improvement in the borrowing rate; and

•Maintaining operating expenses below budget.

In recognition of performance versus the pre-determined business unit strategic goals, the Compensation Committee, considering recommendations from management and in consultation with the independent compensation consultant, determined to modify the payout level of the annual cash incentives for the Finance business unit to 97.5% of the target level for the 2025 fiscal year.

Legal & Business Affairs Business Unit

In the 2025 fiscal year, the Legal & Business Affairs business unit’s strategic modifier focused on numerous core strategies aimed at establishing structures and policies to drive value through:

•Achieving financial targets;

•Improving efficiency of legal operations;

•Providing proactive, commercially-focused legal advice and support in executing the Company’s key initiatives;

•Managing the Company’s litigation and mitigating business risks; and

•Supporting the evaluation of strategic and financing transactions to drive value and support the business.

Legal & Business Affairs business unit goals were supported by multiple individual measurable metrics. Achievement of metrics for fiscal year 2025 included, but were not limited to:

•Supporting the favorable refinancing of the Company’s credit facilities discussed above;

•Exceeding targeted reduction in external legal fees; and

•Negotiating an over-target number of partnership agreements and successor collective bargaining agreements.

In recognition of performance versus the pre-determined business unit strategic goals, the Compensation Committee, considering recommendations from management and in consultation with the independent compensation consultant, determined to modify the payout level of the annual cash incentives for the Legal & Business Affairs business unit based on the performance against these pre-determined strategic goals to 97.5% of the target level for the 2025 fiscal year.

Executive Chairman and Chief Executive Officer

For the 2025 fiscal year, the Executive Chairman and Chief Executive Officer’s strategic modifier was based on total company strategic performance, including performance on the goals, strategies and measurable metrics of all 12 business units. Total company goals across the 12 business units were supported by almost 100 measurable metrics. Achievement of metrics for fiscal year 2025 across the business units included, but were not limited to:

•Productions exceeding financial targets, with the Christmas Spectacular generating its highest grossing run in the show’s history, with over $170 million in revenue and approximately 1.1 million tickets sold across 200 performances;

•Marquee Events exceeding financial targets, with growth in the Company’s sports booking business, featuring marquee college basketball match-ups, UFC 309 and the return of professional tennis to The Garden;

•Global Sales and Partnerships exceeding financial targets, with several new marketing partners, including Lenovo and its subsidiary Motorola, as well as the Department of Culture and Tourism – Abu Dhabi, and multi-year renewals with Verizon and Pepsi; and

•The favorable refinancingof the Company’s credit facilities discussed above.

In recognition of overall company performance versus all pre-determined business unit strategic goals, the Compensation Committee, considering recommendations from management and in consultation with the independent compensation consultant, determined to modify the payout level of the annual cash incentives for the Executive Chairman and Chief Executive Officer to 100.0% of the target level for the 2025 fiscal year.

Long-Term Incentives

Long-term incentives represent a substantial portion of our executive officers’ annual total direct compensation. For the fiscal year ended June 30, 2025, standard long-term incentives were comprised of performance stock units and restricted stock units.

The Compensation Committee believes this equity mix:

•Establishes strong alignment between executive officers and the interests of the Company’s stockholders;

•Provides meaningful incentive to drive actions that will improve the Company’s long-term stockholder value; and

•Supports the Company’s objectives of attracting and retaining the best executive officer talent.

The following table summarizes our 2025 fiscal year standard annual long-term incentive awards to our NEOs:

Additional information regarding long-term incentive awards granted to NEOs during the 2025 fiscal year is set forth in the “Summary Compensation Table” and the “Grants of Plan-Based Awards” table under “Executive Compensation Tables” below.

Restricted Stock Units

Restricted stock units serve to align executive officers’ interests with those of our stockholders and promote the retention of employees, including the NEOs.

The Compensation Committee approved the following awards of restricted stock units to the NEOs for the fiscal year ended June 30, 2025 pursuant to the Company’s 2023 Employee Stock Plan (the “Employee Stock Plan”):

(1)The grant date fair value listed above is calculated in accordance with Topic 718. The Company determines the number of restricted stock units to grant by dividing the target grant value by the 20-trading day average ending on the day before the date of approval by the Compensation Committee.

(2)Pursuant to the terms of his employment agreement, Mr. Collins was not eligible for any grant of long-term incentive awards for the fiscal year ended June 30, 2025 but he was provided a one-time special restricted stock unit award of 14,345 units ($466,356) in April 2025, which was intended to compensate him for forfeited compensation from his previous employer and to further align him with the Company’s stockholders, and which is not included in the table above.

(3)This amount was granted in April 2025 to reflect the target long-term incentive opportunity under Mr. Taki’s employment agreement (on a pro rata basis). Pursuant to the terms of his employment agreement, Mr. Taki was also provided a one-time special restricted stock unit award of 23,909 units ($777,282) in April 2025, which was intended to compensate him for forfeited compensation from his previous employer and which is not included in the table above.

Standard restricted stock units vest ratably over three years on September 15 th of each year following the year of grant, subject to continued employment and employment agreement terms (as applicable). Mid-year grants in respect of an out-of-cycle promotion, increase in compensation or new-hire typically vest on the same timeframe as standard restricted stock units granted that fiscal year, subject to continued employment and employment agreement terms (as applicable).

Performance Stock Units

Performance stock units are intended to align our executive officers’ interests with those of our stockholders, with a focus on long-term financial results.

Under our executive compensation program for the fiscal year ended June 30, 2025, performance stock units were granted to executive officers and certain other members of management pursuant to our Employee Stock Plan.

2025 Fiscal Year Grants

During the fiscal year ended June 30, 2025, the Compensation Committee approved the following awards of performance stock units to the NEOs for the 2025-2027 fiscal year period:

(1)The grant date fair value listed above is calculated in accordance with Topic 718. The Company determines the number of performance stock units to grant by dividing the target grant value by the 20-trading day average ending on the day before the date of approval by the Compensation Committee.

(2)Pursuant to the terms of his employment agreement, Mr. Collins was not eligible for any grant of long-term incentive awards for the fiscal year ended June 30, 2025.

(3)This amount was granted in April 2025 to reflect the target long-term incentive opportunity under Mr. Taki’s employment agreement (on a pro rata basis).

Standard performance stock units are structured to be settled upon the later of September 15 th following a three-year period and the date of certification of achievement against pre-determined performance goals measured in the final year of such three-year period. Mid-year grants in respect of an out-of-cycle promotion, increase in compensation or new-hire typically settle on the same timeframe as standard performance stock units granted that fiscal year.

Target Setting

For the 2025 fiscal year performance stock units granted for the 2025-2027 fiscal year period, the Compensation Committee selected Total Company Net Revenue and Business Unit AOI as the two financial metrics. The Compensation Committee seeks to ensure target goals are ambitious, requiring meaningful growth over the performance period, while threshold goals are expected to be achievable. Goals were set at the beginning of the 2025 fiscal year, based on the Company’s long-range strategic plan, which is subject to review by the Board in connection with its approval of the annual budget.

The Company’s long-range plan is confidential and disclosure of those targets could provide information that could lead to competitive harm, and for this reason the performance stock unit financial performance targets are not disclosed. The Company intends to disclose the Total Company Net Revenue and Business Unit AOI payout results as a percentage of target as well as the resulting payout for the 2025 fiscal year performance stock units as a percentage of target measured in the last year of the three-year vesting period (i.e., performance is based on 2027 fiscal year performance).

The performance stock unit payout opportunity ranges from 0 to 110% of target, based on performance and subject to continued employment and employment agreement terms (as applicable). At the threshold performance level, the award would vest at 90% of the target performance stock units, and at or above the maximum performance level, the award would vest at 110% of the target performance stock units. If the Company exceeds threshold levels but does not achieve the targeted rates, or if the Company achieves or exceeds one target but not both, the award provides for partial payments. No performance stock units would vest if the Company fails to achieve both threshold levels of performance.

2023 Fiscal Year Performance Stock Unit Awards

The performance stock units issued by the Company at the time of the Distribution in respect of the SPHR performance stock units granted by Sphere Entertainment during the 2023 fiscal year (the “Company 2023 Performance Stock Units”) were amended by the Compensation Committee following the Distribution to reflect Total Company Net Revenue and Business Unit AOI performance objectives, weighted at 50% each, measured over a July 1, 2024 through June 30, 2025 performance period (the third year of the three-year performance award). The level of achievement for each performance objective was adjusted in accordance with the terms of the awards, which adjustments were approved by the Sphere Compensation Committee at the time the SPHR awards were granted. In August 2025, the Compensation Committee certified the Total Company Net Revenue and Business Unit AOI performance results as a percentage of target performance were calculated at 100.4% and 103.0%, respectively, with a resulting calculated payout for the Company 2023 Performance Stock Units of 101.7% of target.

Compensation Committee Policies Related to Certain Compensation Matters

The Compensation Committee’s charter sets forth certain provisions relating to the consideration and granting of annual equity-based awards and other compensation.

The Compensation Committee is required to establish a schedule for the consideration and granting of annual equity-based and other compensation, and the meeting to approve any annual equity-based awards and incentive compensation awards shall promptly follow the announcement of the Company’s year-end earnings (except as the Compensation Committee may otherwise agree). The Compensation Committee also has the authority in its discretion to approve equity-based awards at other times during the year for other reasons, including to provide compensation to new employees. The Compensation Committee does not take material non-public information into account when determining the timing of the grant of equity-based awards, including options. The timing of the release of material non-public information isnot based on affecting the value of executive compensation.

In addition, the Compensation Committee’s charter sets forth certain procedural matters relating to the granting of stock options.

Insider Trading Policy

We have an insider trading policy that governs the purchase, sale and other disposition of our securities by the Company itself and our employees, directors and consultants. We believe our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and the exchange listing standards applicable to us. Among other things, our insider trading policy prohibits our employees, directors and consultants from trading in our securities while in possession of material non-public information. The foregoing summary of our insider trading policy does not purport to be complete and is qualified by reference to the full text of our insider trading policy, a copy of which can be found as an exhibit to our 2025 Form 10-K.

Hedging and Pledging Policies

The Company’s Insider Trading Policy prohibits all directors, consultants and employees (including NEOs), and all members of their immediate families or any individual who is materially dependent upon them for financial support who reside in the same household, from directly or indirectly (i) engaging in short sales, short sales against the box or other “hedging” transactions unless otherwise permitted by the Company and (ii) placing securities in margin accounts or otherwise pledging Company securities.

Clawback Policy

The Company’s Clawback Policy, which was established in accordance with the listing requirement of the NYSE, provides for the recovery or “clawback” of certain erroneously awarded incentive-based compensation in the event that the Company is required to prepare an accounting restatement. The policy became effective December 1, 2023 and applies to incentive-based compensation received by current and former executive officers of the Company during the three fiscal years preceding an accounting restatement and after the effective date of the NYSE’s listing requirement, October 2, 2023.

Vesting and Holding Requirements

Under our executive compensation program for the fiscal year ended June 30, 2025, annual restricted stock unit awards vest ratably over three years and annual performance stock unit awards cliff-vest after three years to the extent that pre-determined financial performance targets measured in the last year of the three-year period are achieved, in each case, so long as the recipient is continuously employed by the Company, Sphere Entertainment, MSG Sports or any of their respective subsidiaries until the applicable vesting date (and subject to the performance conditions described above and any applicable terms of the award agreements and their employment agreement (as applicable), which may supersede any continued employment obligations). With respect to our non-employee directors, and as discussed above under “ — Director Compensation,” compensation includes annual awards of restricted stock units. Pursuant to the award agreements, directors’ restricted stock units are settled in shares of Class A Common Stock (or, in the Compensation Committee’s discretion, cash) on the first business day following 90 days after the director incurs a separation from service (other than in the event of a director’s death, where the restricted stock units are settled immediately). One effect of the three-year cliff vesting and three-year ratable vesting, as the case may be (with respect to our NEOs and eligible employees), and the holding requirements (with respect to our non-employee directors), is to require each of our non-employee directors, NEOs and eligible employees to maintain significant holdings of Company securities at all times.