MSG Knickerbockers 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, 2026: 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.

During the fiscal year ended June 30, 2026, Mr. Dolan was also employed by MSG Entertainment and Sphere Entertainment as each company’s Executive Chairman and Chief Executive Officer and receives separate compensation from each company with respect to such employment. 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. While the Compensation Committee is aware that Mr. Dolan also received compensation during the fiscal year ended June 30, 2026 for services rendered to MSG Entertainment and Sphere Entertainment, its compensation decisions are based on its independent assessment and application of the compensation goals and objectives of the Company. For more information regarding the compensation of Mr. Dolan by MSG Entertainment and Sphere Entertainment, see MSG Entertainment’s and Sphere Entertainment’s 2026 Definitive Proxy Statements, respectively.

During the fiscal year ended June 30, 2026, Mr. Granville-Smith was employed by Sphere Entertainment and AMC Global Media and receives separate compensation from each company with respect to such employment. 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. While the Compensation Committee is aware that Mr. Granville-Smith also received compensation during the fiscal year ended June 30, 2026 for services rendered to Sphere Entertainment and AMC Global Media, its compensation decisions are based on its independent assessment and application of the compensation goals and objectives of the Company. For more information regarding the compensation of Mr. Granville-Smith by Sphere Entertainment, see Sphere Entertainment’s 2026 Definitive Proxy Statement.

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 these 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 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.

The base salaries for each of Messrs. Dolan, Lesane, Granville-Smith, DiCicco, Warner and Ms. Mink as of the end of the fiscal year ended June 30, 2026 were as follows: $1,600,000, $1,000,000, $800,000, $650,000, $500,000 and $1,000,000, respectively. The actual base salary earned by Ms. Mink, who ceased to be an executive officer effective May 11, 2026, includes the base salary earned by her for the period from May 11, 2026 through June 30, 2026. 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 2026 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 2026 fiscal year, which initial funding level could be modified 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.

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 business performance during the applicable fiscal year. Mr. DiCicco was not eligible to participate in the fiscal year 2026 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, the initial bonus funding level was 56.88% of target. The Company incurred certain expenses that differed from the assumptions reflected in the Board-approved budget used to establish the fiscal year 2026 AOI target, including an increase in revenue sharing expense, as well as an increase in team operations expenses driven by the Company’s continued investment in its teams. This investment contributed to, among other things, the Knicks NBA Championship win in the 2025-26 NBA season. As a result, to better align the MPIP payout with actual company performance, based on recommendations from management, the Compensation Committee, in consultation with its independent advisors, approved adjustments to the calculated AOI result to account for the expenses discussed above. After giving effect to these adjustments, the final payout level of the annual cash incentives based on financial performance was calculated at 100.00% of the target level. The Compensation Committee, in consultation with its independent advisors and considering management's recommendation, also reviewed the Company's performance against its pre-set goals, strategies and tactics for fiscal year 2026, and determined not to modify the adjusted financial score, resulting in a final MPIP payout of 100.00% of the target level for fiscal year 2026.

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.

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 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. See “Executive Compensation Tables — Employment Agreements” below. The Compensation Committee, in its sole discretion and subject to the terms of employment agreements, may revise target annual incentive award levels for the NEOs.

Annual Incentive Payouts

The below table summarizes each NEO’s target annual incentive opportunity and actual 2026 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. DiCicco was not eligible for an annual cash incentive award for the fiscal year ended June 30, 2026.

Performance Targets & Achievement Levels

Financial Component: For the fiscal year ended June 30, 2026, the MPIP financial performance objective consisted of an AOI target from the Board-approved budget. The initial MPIP funding pool was determined after assessing financial performance against the pre-determined AOI target, with the initial MPIP funding pool under this component ranging from 0% to 200% of 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 56.88% 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. Upon review of the calculated result of the financial component of the MPIP, the Compensation Committee, considering recommendations from management and in consultation with its independent advisors, determined the calculated results should be adjusted to account for certain items related to revenue sharing and team operations as discussed above. After reflecting such adjustments, the adjusted result of the financial component of the MPIP was 100.00% of the target level.

Strategic Modifier: For the fiscal year ended June 30, 2026, the MPIP also included a strategic modifier component 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, and associated tactics and metrics, were reviewed and approved by the Compensation Committee at the beginning of the year.

Goal Setting Process: In the 2026 fiscal year, numerous specific goals that were aligned with the Company’s broad strategic initiatives were established for the Company. Discrete tactics and metrics were enumerated to measure year-end achievement of these goals. Taking into account performance with respect to each goal and underlying strategies and metrics, management could propose a modification to the initial AOI-funded pool. The Compensation Committee would then assess management’s recommended modification relative to the level of achievement against strategic goals and make an independent determination as to the appropriate modifier (if any).

2026 Fiscal Year Goals & Achievement: The strategic modifier for payouts was determined based on the extent to which goals, strategies and measurable metrics were achieved in the fiscal year.

Based on its review, considering the recommendation of management, and in consultation with its independent advisors, the Compensation Committee determined not to further modify the financial score based on the Company's strategic performance. As a result, the final payout level of the annual cash incentives was 100.00% of the target level for the 2026 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, 2026, standard long-term incentives consisted 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 2026 fiscal year standard annual long-term incentive awards to our NEOs, excluding Mr. DiCicco:

Additional information regarding long-term incentive awards granted to NEOs during the 2026 fiscal year is set forth in the “Summary Compensation Table” and the “Grants of Plan-Based Awards” table under “Executive Compensation Tables” below.

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, 2026, performance stock units were granted to executive officers and certain other members of management pursuant to the 2015 Employee Stock Plan, as amended (the “Employee Stock Plan”).

2026 Fiscal Year Grants

During the fiscal year ended June 30, 2026, the Compensation Committee approved the following awards of performance stock units to the NEOs, which are for the 2026-2028 fiscal year performance 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 grant.

(2)Pursuant to the terms of his employment agreement, Mr. DiCicco was not eligible for any grant of long-term incentive awards for the fiscal year ended June 30, 2026.

(3)With respect to Ms. Mink, the award reflected above became satisfied with respect to its service-based vesting condition upon her separation date. See “Executive Compensation Tables — Termination and Severance — Benefits Payable to Ms. Mink as a Result of Separation” for a description of the benefits paid to Ms. Mink upon her separation from the Company.

Standard performance stock units are structured to be settled upon the later of September 15th 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.

Target Setting

For the 2026 fiscal year performance stock units granted for the 2026-2028 fiscal year period (the “2026 Performance Stock Units”), the Compensation Committee selected revenues and AOI as the two financial metrics to be measured in the final fiscal year of the three-year vesting period (i.e., performance is based on 2028 fiscal year financials). 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 2026 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 strategic 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 revenues and AOI payout results as a percentage of target as well as the resulting payout for the 2026 Performance Stock Units as a percentage of target measured in the last year of the performance period.

The performance stock unit payout opportunity ranges from 0% to 110% of target, based on performance and subject to continued employment and employment agreement and award 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.

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 during the fiscal year ended June 30, 2026 pursuant to the Company’s 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 grant.

(2)Pursuant to the terms of his employment agreement, Mr. DiCicco was not eligible for any grant of long-term incentive awards for the fiscal year ended June 30, 2026.

(3)With respect to Ms. Mink, the award reflected above vested upon her separation date. See “Executive Compensation Tables — Termination and Severance — Benefits Payable to Ms. Mink as a Result of Separation” for a description of the benefits paid to Ms. Mink upon her separation from the Company.

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 and award 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).

2024 Fiscal Year Performance Stock Unit Awards

The performance stock units granted to NEOs in the 2024 fiscal year (collectively, the “2024 Performance Stock Units”) were subject to revenues and AOI performance objectives, which were each weighted at 50% over a performance period of July 1, 2025 through June 30, 2026 (the third year of the three-year performance award).

The Company’s financial performance against previously determined revenues and AOI as a percentage of target performance was calculated at 102.0% and 0.0%, respectively. Both revenues and AOI were impacted by amendments to the Company’s local telecast rights agreements with MSG Networks in fiscal year 2025, which were a result of MSG Networks debt restructuring process. The amendments were not contemplated in the long-range plan underlying the 2024 Performance Stock Unit goals when they were established in fiscal year 2024.

In reviewing the 2024 Performance Stock Unit performance results, the Compensation Committee reviewed and considered the impact of the MSG Networks amendments on revenues and AOI, including that the amendments were not contemplated when the performance goals were established and were undertaken in furtherance of the Company’s long-term interests. Based on recommendations from management and in consultation with its independent advisors, the Compensation Committee determined that the revenues and AOI results should be adjusted to exclude the impact of the amendments and made an equitable adjustment to the performance results. After reflecting such adjustments, in August 2026, the Compensation Committee certified performance against revenues and AOI at 104.8% and 90.1% of target, respectively, with a resulting payout for the 2024 Performance Stock Units calculated at 97.4% of the target level.

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 2026 Form 10-K.

Hedging Policy

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

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 was 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, 2026, 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, MSG Entertainment or Sphere Entertainment (or, following the Rangers Distribution, MSG Rangers) 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.