Sphere Entertainment Co

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, 2024: 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 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 was employed by MSGS and MSGE as each company’s Executive Chairman and Chief Executive Officer during the fiscal year ended June 30, 2024, and received separate compensation from MSGS and MSGE. While the Compensation Committee is aware that Mr. Dolan also receives compensation for services rendered to MSGS and MSGE, its own compensation decisions are based on its independent assessment and application of the compensation goals and objectives of the Company.

Mr. Granville-Smith was employed by MSGS and AMC Networks during the fiscal year ended June 30, 2024, and received separate compensation from MSGS and AMC Networks. While the Compensation Committee is aware that Mr. Granville-Smith also receives compensation for services rendered to MSGS and AMC Networks, its 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 MSGS and MSGE, see MSGS’s and MSGE’s 2024 Definitive Proxy Statements, respectively. For more information regarding the compensation of Mr. Granville-Smith by MSGS, see MSGS’s 2024 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 (or contained, in the case of former executives) 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 and Byrnes, Mses. Koester and Greenberg, and Messrs. Granville-Smith and Brunner as of the end of the fiscal year ended June 30, 2024 were as follows: $1,000,000, $1,000,000, $1,450,000, $1,350,000, $800,000, and $450,000, respectively. The base salary for Mr. Ranji at the time of his resignation was $625,000. See footnote 1 to “Executive Compensation Tables — Summary Compensation Table” for additional information regarding the base salaries, and actual amounts paid by the Company during the Company’s fiscal year. Pursuant to Mr. Dolan’s renewal employment agreement, effective July 1, 2024, Mr. Dolan’s base salary was reduced to $230,000. See “Executive Compensation Tables — Employment Agreements — James L. Dolan” for further details. The Compensation Committee generally determined salaries for 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. The Compensation Committee determined Mr. Dolan’s base salary, effective July 1, 2024, in connection with the entry into the renewal employment agreement, in accordance with the process described above and taking into account the factors described therein.

Annual Cash Incentives

Overview

Annual cash incentives earned for performance in the 2024 fiscal year were determined by performance against goals established by the Compensation Committee under the Management Performance Incentive Plan (“MPIP”), except with respect to Mr. Byrnes, whose MPIP award was conditioned 50% on performance against goals set by the Compensation Committee and 50% on performance against goals set by the compensation committee of his prior employer, MSGE, as further discussed below. Under the MPIP, eligible members of management were provided an opportunity to earn an annual cash award. The size of the bonus pool was based on performance measures tied to reportable segment revenue and AOI targets for the 2024 fiscal year, as well as certain predetermined business unit strategic objectives (and with respect to Mr. Byrnes’ award, based 50% on MSGE performance objectives).

This annual incentive was designed to link executive compensation directly to the Company’s performance by providing incentives and rewards based upon business performance during the applicable fiscal year.

MPIP awards to all eligible employees were conditioned upon the satisfaction of predetermined financial and strategic objectives of the Company (and with respect to 50% of Mr. Byrnes’ award, conditioned upon the satisfaction of predetermined financial and strategic objectives of MSGE, where he had been employed for a substantial portion of the fiscal year). For the 2024 fiscal year, the Company applied a financial and strategic objectives weighting system, with performance against the financial and strategic objectives each weighted 50% for all business units. In connection with our fiscal year 2024 MPIP, we had six business units, consisting of Corporate, MSG Networks, Sphere Commercialization, Sphere Venue Operations, Sphere Ventures & Sphere Studios, and Sphere Development & Construction, each with their own strategic goals. The financial results for the Corporate business unit (including our NEOs other than Mses.

Koester and Greenberg) were based 80% on Sphere reportable segment financial results and 20% on MSG Networks reportable segment financial results. The financial results for the Sphere Commercialization and Sphere Venue Operations business units (including Ms. Koester) were based 100% on Sphere reportable segment financial results. The financial results for the MSG Networks business unit

(including Ms. Greenberg) were based 100% on MSG Networks reportable segment financial results. The weighting between financial and strategic objectives continues to reflect the Company’s long-term goals for transformative strategic growth and development, including the growth of Sphere.

As discussed in “Performance Targets & Achievement Levels” below, the adjusted payout level of the annual cash incentives was determined to be: 100.0% for the Corporate business unit; 100.0% for the blended Sphere Commercialization and Sphere Venue Operations business units (based on a weighting of 80% and 20%, respectively); and 108.2% for the MSG Networks business unit.

Pursuant to the terms of Mr. Byrnes’ employment agreement, Mr. Byrnes’ annual cash incentive for the 2024 fiscal year was conditioned 50% on the performance of the Company and 50% on the performance of his prior employer, MSGE. With respect to the Company portion of Mr. Byrnes’ annual incentive award, performance was assessed against the financial and strategic objectives of the Corporate business unit, as determined by the Compensation Committee. With respect to the MSGE portion of Mr. Byrnes’ annual incentive award, performance was assessed against the financial and strategic objectives of MSGE, as determined by the compensation committee of MSGE. As a result of the adjusted Company and MSGE results, the payout level of Mr. Byrnes’ annual cash incentive was determined to be 126.5% (for more information regarding MSGE’s 2024 fiscal year annual incentive objectives, please see MSGE’s 2024 Definitive Proxy Statement).

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 (with potential payouts not to exceed 200% of target).

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 (or contained, in the case of former executives) 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 each employment agreement between the Company and each of the NEOs. See “Executive Compensation Tables — Employment Agreements” below.

Annual Incentive Payouts

The below table summarizes each NEO’s target annual incentive opportunity and actual 2024 fiscal year annual incentive payouts, as determined by the Compensation Committee.

The annual incentive payouts are described in more detail below.

(1)Reflects the current NEOs’ base salaries as of the conclusion of the 2024 fiscal year and Mr. Ranji's base salary as of his separation date.

(2)As discussed below under “Performance Targets & Achievement Levels,” in recognition of the Sphere segment's operational accomplishments during the 2024 fiscal year, which are not fully recognized in the calculated payout percentages, the Compensation Committee determined to adjust the MPIP payout percentage for business units tied to Sphere segment results, resulting in an MPIP payout at target for all executive officers except Ms. Greenberg (who is within the MSG Networks segment).

(3)As described above, pursuant to the terms of his employment agreement, Mr. Byrnes’ 2024 fiscal year annual incentive payout was based 50% on the performance of his prior employer, MSGE, and 50% on the performance of the Company.

(4)Pursuant to the terms of her employment agreement, Ms. Koester received a prorated 2024 fiscal year annual incentive payout (based on the number of months remaining in the fiscal year as of her start date divided by 12). The amount in the table above reflects such proration. In addition, pursuant to the terms of her employment agreement, Ms. Koester was also provided a one-time cash award in the amount of $400,000, which was intended to compensate her for forfeited compensation from her previous employer and which is not included in the table above. Ms. Koester will be required to repay a prorated amount of the one-time cash award in the event of (i) her resignation (other than for “good reason” or due to her death or disability) or (ii) her termination by the Company for “cause,” each prior to February 5, 2025.

(5)With respect to Mr. Ranji, this table reflects the prorated annual incentive award earned during the fiscal year ended June 30, 2024 for the period from July 1, 2023 through November 3, 2023. See “Executive Compensation Tables — Termination and Severance” for a description of the benefits paid to Mr. Ranji upon his separation from the Company.

Performance Targets & Achievement Levels

Financial Component (50%):

For the fiscal year ended June 30, 2024, the MPIP financial performance objectives included rigorous reportable segment revenue and AOI targets, with potential payouts under this component ranging from 0-200% of target.

The financial component of the MPIP was determined after assessing financial performance against the predetermined targets. The MPIP provides for certain

limited, pre-approved adjustments when evaluating the financial performance against the predetermined objectives. The measurement against the adjusted targets for the 2024 fiscal year provided the following calculated results:

Corporate Business Unit Goals & Achievement: Based on the performance against the Sphere reportable segment predetermined financial performance objectives (weighted at 80%) and MSG Networks segment predetermined financial performance objectives (weighted at 20%), the calculated result of the financial component of the MPIP for the Corporate business unit (applicable to the NEOs other than Mses. Koester and Greenberg), giving effect to the payment provisions of the MPIP, was 23.0% of target.

Sphere Commercialization and Sphere Venue Operations Business Units Goals & Achievement: Based on the performance against the Sphere reportable segment predetermined financial

performance objectives, the calculated result of the financial component of the MPIP for the Sphere Commercialization and Sphere Venue Operations business units (applicable to Ms. Koester), giving effect to the payment provisions of the MPIP, was 6.55% of target.

MSG Networks Business Unit Goals & Achievement: Based on the performance against the MSG Networks reportable segment predetermined financial performance objectives, the calculated result of the financial component of the MPIP for the MSG Networks business unit (applicable to Ms. Greenberg), giving effect to the payment provisions of the MPIP, was 88.61% of target.

Strategic Component (50%):

For the fiscal year ended June 30, 2024, the MPIP also included a performance component that measured achievement against relevant strategic goals which are reviewed and approved by the Compensation Committee at the beginning of each year.

Goal Setting Process: Each year, numerous specific goals that are aligned with the Company’s broad strategic initiatives are established for each business unit. Discrete milestones and tactics are enumerated to measure year-end achievement of these goals. As part of this process, each goal (and its related tactics) is assigned a weight, and at the end of the fiscal year, each goal and tactic’s level of achievement is evaluated and assigned a rating of 0-200%. Taking into account the weighted rating of each goal and underlying milestones and tactics, these ratings are then used to derive the overall strategic score for each business unit.

Corporate Business Unit Goals & Achievement: The strategic component for NEO payouts under the MPIP (except for Mses. Koester and Greenberg) was

calculated based on the extent to which specific goals for the Corporate business unit were achieved in the 2024 fiscal year. As discussed below, the strategic component for the payout to Ms. Koester under the MPIP was based on specific goals for the Sphere Commercialization and Sphere Venue Operations business units, and the payout to Ms. Greenberg was based on specific goals for the MSG Networks business unit.

In fiscal year 2024, the Corporate business unit’s strategic component focused on numerous core strategies aimed at establishing structures and policies to drive value.

During the year, the Company expanded corporate responsibilities and staffing to achieve strategic priorities and business unit goals that included:

•Continued to improve how shared-service finance functions from MSGE support the Company, with increased focus on monthly forecasting, tracking key performance indicators, financial models and liquidity to drive actionable insights for the Company’s financial and operational teams, including:

◦Fully drew down on the $65 million delayed draw term loan facility with MSGE in July 2023 and repaid all outstanding amounts under the facility using approximately 1.9 million shares of the MSGE Class A common stock in August 2023;

◦Raised approximately $257 million of net proceeds from the sale of the Company’s remaining approximately 8.2 million shares of MSGE Class A common stock in September 2023; and

◦Completed a convertible debt financing in December 2023 for aggregate net proceeds of approximately $236 million.

•Management partnered on a variety of business items, including construction and zoning/planning matters that led to the successful opening of Sphere in Las Vegas in September 2023, the protection of Sphere intellectual property, strategic investments, and the exploration of other potential Sphere locations;

•Executed a comprehensive security operations plan centered around protecting our employees, guests, talent, vendors, venue and more; and

•Delivered reliable technology services to our employees and guests through an advanced technology infrastructure.

Based on the performance against these predetermined Corporate goals, the Compensation Committee determined the payout result of the strategic component of the MPIP for the Corporate business unit was achieved at 101.9% of target.

Sphere Commercialization and Sphere Venue Operations Business Units Goals & Achievement: The strategic component for Ms. Koester’s payout under the MPIP was calculated based on the extent to which specific goals for the Sphere Commercialization and Sphere Venue Operations business units were achieved in the 2024 fiscal year, weighted at 80% and 20%, respectively. In the 2024 fiscal year, the Sphere Commercialization and Sphere Venue Operations business units' strategic components focused on numerous initiatives, with a heavy focus on driving value.

During the year, the Company broadly expanded the commercialization of Sphere to drive global awareness and continuously improved venue operations to deliver a premium experience, achieving goals that included:

Broad commercialization for Sphere:

•Generated over $265 million in revenues for The Sphere Experience during fiscal year 2024 through a strategic mix including pricing, scaling, group ticketing, distribution and merchandising, and built a robust network of third-party and group sales channels to drive sales;

•Developed and executed innovative and efficient marketing plans that expanded global awareness of Sphere and highlighted the unique features of The Sphere Experience, including by building robust databases and customer segmentation for customized campaigns, developing original content and increasing international visitation;

•Enhanced branding and creative functions by building a dedicated production capacity that aims to service a majority of all Exosphere productions, improving scale, delivery, speed and efficiency; and

•Developed and executed premium hospitality strategy and sponsorship deals to drive recurring annual revenue.

Continuously improving venue operations to deliver a best in-class experience for guests, performers and employees:

•Ensured all venue systems were installed, approved and commissioned before venue opening and trained venue operating staff on physical systems as necessary;

•Evaluated, developed, and executed an overall guest experience strategy, addressing parking, arrival and departure processes, and opportunities to improve food, beverage, and merchandise offerings, as well as contingency planning;

•Optimized facilities and scheduling to improve overall venue utilization, including the ability to host different event types in a single day;

•Analyzed the venue's staffing needs given the developing event calendar to ensure the appropriate administrative and event staffing to support a 24/7, 365 operation; and

•Shared insights with development and construction teams and other business partners within the Company to evaluate venue operations design and business plan for possible future venue opportunities.

Based on the performance against these predetermined goals of the Sphere Commercialization and Sphere Venue Operations business units, the Compensation Committee determined the payout result of the strategic component of the MPIP for Ms. Koester, based on the weighted payout results of the Commercialization and Sphere Venue Operations business units (weighted at 80% and 20%, respectively), was achieved at 100.0% of target.

MSG Networks Business Unit Goals & Achievement: The strategic component for Ms. Greenberg’s payout under the MPIP was calculated based on the extent to which goals for the MSG Networks business unit were achieved in the 2024 fiscal year. In the 2024 fiscal year, the MSG Networks business unit’s strategic component focused on optimizing the core regional sports network business while driving cost efficiencies and scaling our DTC business MSG+, achieving goals that included:

•Renewed affiliation agreements with several distributors, including a multi-year agreement with a major affiliate;

•Reached a multi-year rights renewal agreement with the NHL’s New Jersey Devils;

•Grew advertising revenues, primarily driven by MSG+;

•Optimized MSG+ for its inaugural 2023/24 season, and generated distribution revenues

through MSG+ monthly and annual subscriptions, as well as per-game purchases; and

•Evaluated strategic alliances with programming and marketing partners, including YES, which led to the formation of GAME.

Based on the performance against these predetermined MSG Networks goals, the Compensation Committee determined the payout result of the strategic component of the MPIP for the MSG Networks business unit was achieved at 127.8% of target.

Discretionary Adjustment for Business Units Tied to Sphere Segment Results

Upon review of the calculated MPIP payout level for business units tied to the Sphere segment results, and based on recommendations from management and in consultation with the independent compensation consultant, the Compensation Committee determined the calculated results did not fully recognize the important Sphere segment achievements during the 2024 fiscal year and properly reward employees for their significant contributions. In particular, the 2024 fiscal year was a noteworthy year as it was the inaugural year for the Sphere segment, in which management opened and operated the next generation entertainment medium and successfully learned and adapted during the year to deliver a number of important milestones. These milestones were not only significant during the 2024 fiscal year but are also key to the Company’s long term-strategy and growth. Some of these 2024 fiscal year accomplishments included:

•Successfully opening the Sphere in Las Vegas on September 29, 2023, and hosting millions of guests across more than 700 events;

•Welcoming global rock band U2 for a total of 40 sold-out concerts, which was followed by 4 shows from Phish and 18 shows from Dead & Company (as part of their 30-concert total run through August 2024);

◦Premiering the Company’s original content category – The Sphere Experience – on October 6, 2023;

◦Hosting an array of marquee sports and corporate events, including the inaugural Formula 1 Las Vegas Grand Prix, the 2024 NHL

Draft, and the venue’s first corporate keynote event with Hewlett Packard Enterprise;

•Launching Sphere’s Exosphere – the venue's exterior and world’s largest fully-programmable LED screen – on July 4, 2023 and welcoming numerous global brands during fiscal year 2024; and

•Making strategic leadership changes within the Sphere segment with the goal of positioning the Company for long-term growth.

In addition, management and the Compensation Committee recognize the importance of retaining, motivating and rewarding the Company’s talent in a competitive industry.

In light of these considerations, and given that the MPIP provides the Compensation Committee with flexibility to make equitable adjustments, the Compensation Committee determined to adjust the MPIP payout percentage for business units tied to Sphere segment results (including the Corporate, Sphere Commercialization and Sphere Venue Operations business units), resulting in an MPIP payout at target for all executive officers except Ms. Greenberg (who is within the MSG Networks segment).

Annual Cash Incentive Payout: As discussed above, the payout level of the annual cash incentives was determined to be: 100.0% for the Corporate business unit; 100.0% for the blended Sphere Commercialization and Sphere Venue Operations business units (based on a weighting of 80% and 20%, respectively); and 108.2% for the MSG Networks segment.

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, 2024, standard long-term incentives were comprised of restricted stock units and performance stock units (Converted PSUs). As noted above, the decision to deem performance stock units granted during the 2024 fiscal year earned at 100% of target and no longer subject to performance-based vesting requirements occurred as a result of the unique circumstances associated with the spin-off of MSGE and the new business strategies being developed for Sphere. See “— Elements of Fiscal Year 2024 Compensation & Performance Objectives,” for further information on the Company’s Converted PSUs and the Compensation Committee’s determination. The shift for the fiscal year ended June 30, 2024 is not intended to represent a change from the Company’s plan design for the equity mix comprising long-term compensation.

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 2024 fiscal year standard annual long-term incentive awards to our NEOs:

Additional information regarding long-term incentive awards granted to NEOs during the 2024 fiscal year is set forth in the “Summary Compensation Table” and the “Grants of Plan-Based Awards” table under “Executive Compensation Tables” below.

Pursuant to Mr. Dolan’s renewal employment agreement, effective July 1, 2024, in lieu of participating in the Company’s long-term incentive program and subject to his continued employment by the Company and approval of the Company’s 2020 Employee Stock Plan, as amended (Proposal 3), Mr. Dolan (i) was granted on July 1, 2024, non-qualified performance vesting options to purchase 1,800,000 shares of Class A Common Stock, and (ii) is entitled to receive non-qualified performance vesting options to purchase 984,700 shares of Class A Common Stock, which shall be granted on the first business day of the 2025 calendar year, provided that if material non-public information exists at such time, the Compensation Committee may delay such grant for up to five business days after the date on which no

such material non-public information exists. See “Executive Compensation Tables — Employment Agreements — James L. Dolan” and “Proposal 3 — Approval of the Company’s 2020 Employee Stock Plan, as Amended” for further details.

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 awards of restricted stock units shown in the table below to the NEOs for the fiscal year ended June 30, 2024 pursuant to the Company’s 2020 Employee Stock Plan, as amended (the “Employee Stock Plan”) and, in the case of Ms. Greenberg, the MSG Networks Inc. 2010 Employee Stock Plan, as amended and assumed by the Company in the Networks Merger (“MSGN’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 approval by the Compensation Committee.

(2)This amount was granted in April 2024 to reflect the long-term incentive opportunity for fiscal year 2024 under Mr. Byrnes’ employment agreement with the Company. Prior to re-joining the Company, Mr. Byrnes received an award of 26,464 MSGE restricted stock units ($820,384 grant date fair value) granted by the MSGE compensation committee in September 2023 in accordance with his employment agreement with MSGE. For more information regarding MSGE’s 2024 fiscal year long-term incentives, see MSGE’s 2024 Definitive Proxy Statement.

(3)This amount was granted in April 2024 to reflect the long-term incentive opportunity under Ms. Koester’s employment agreement on a pro rata basis. Pursuant to the terms of her employment agreement, Ms. Koester was also provided a one-time special restricted stock unit award in April 2024 of 35,964 units ($1,490,348), which was intended to compensate her for forfeited compensation from her 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.

Performance Stock Units

Prior to the spin-off of the Company’s traditional live entertainment business, the Company historically granted performance stock units with financial performance targets set by the Compensation Committee based on the Company’s long-range plan, as reviewed by the Board. Performance stock units are intended to align our executive officers’ interests with those of our stockholders, with a focus on long-term financial results.

As discussed under “Elements of Fiscal Year 2024 Compensation & Performance Objectives,” as a result of the unique circumstances associated with the spin-off of MSGE and the new business strategies being developed for Sphere, the Compensation Committee determined in March 2024 to deem (i) all outstanding Company performance stock units (excluding certain Company performance stock units granted to certain employees of MSGE; for more information see “Awards Issued in Connection with the MSGE Distribution”) and (ii) any Company performance stock units granted during the remainder of the 2024 fiscal year, earned at 100% of target and no longer subject to performance-based vesting requirements, but with such awards continuing to be subject to service-based cliff-vesting after three years.

The Converted PSUs consist of: (i) performance stock units granted in August 2021, excluding certain

performance stock units granted to certain employees of MSGE, and the mid-year grant of performance stock units in April 2022 to Messrs. Dolan and Byrnes (the “FY22 Converted PSUs”); (ii) performance stock units granted in August 2022, excluding certain performance stock units granted to certain employees of MSGE, (the “FY23 Converted PSUs”); and (iii) performance stock units granted in September 2023 and the mid-year grant of performance stock units in April 2024 to Mr. Byrnes and Ms. Koester (the “FY24 Converted PSUs”), for more information regarding the excluded performance stock units, see “Awards Issued in Connection with the MSGE Distribution.” The FY22 Converted PSUs settled in shares on September 15, 2024 and the FY23 Converted PSUs and FY24 Converted PSUs are scheduled to settle in shares on September 15, 2025 and September 15, 2026, respectively.

The value of the Converted PSUs remains tied to the performance of the market value of Class A Common Stock, which we believe directly aligns the NEOs with stockholders’ interests to increase stockholder value and provides the NEOs with a continuing stake in the long-term success of the Company. In addition, the Converted PSUs continue to vest in their entirety following a three-year period after the grant date (i.e., cliff vesting), which provides a strong retention element that encourages long-term service by the Company’s executives.

2024 Fiscal Year Performance Stock Unit (Converted PSU) Grants

During the fiscal year ended June 30, 2024, the Compensation Committee approved the following awards of performance stock units (Converted PSUs) to the NEOs for the 2024-2026 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)This amount was granted in April 2024 to reflect the long-term incentive opportunity for fiscal year 2024 under Mr. Byrnes’ employment agreement with the Company. Prior to re-joining the Company, Mr. Byrnes received an award of 26,464 MSGE performance stock units (at target) ($820,384 grant date fair value) granted by the MSGE compensation committee in September 2023 in accordance with his employment agreement with MSGE.

(3)This amount was granted in April 2024 to reflect the long-term incentive opportunity under Ms. Koester’s employment agreement on a pro rata basis.

The Converted PSUs are structured to be settled on September 15 th following a three-year cliff-vesting period after the date of grant. Mid-year grants in respect of an out-of-cycle promotion, increase in compensation or new-hire typically settle on the same timeframe as the Converted PSUs granted that fiscal year.

Fiscal Year 2024 Performance Options

The Company’s first Sphere opened in Las Vegas in late September 2023, which represented the culmination of the Company’s efforts to introduce a next-generation entertainment medium powered by cutting-edge technologies that enables multi-sensory storytelling at an unparalleled scale. The genesis of the Sphere concept originated with Mr. Dolan, the Company’s Executive Chairman and Chief Executive Officer, and over the years he and a small team have worked together to implement the novel and unique live entertainment experience associated with Sphere. Their efforts in developing Sphere’s cutting-edge technologies — including a 16K x 16K screen and Sphere Immersive Sound, an advanced audio system that delivers crystal-clear, concert-grade sound to every seat in Sphere through beamforming and wave field synthesis technology — have established Sphere as a next-generation entertainment medium. The Company is exploring selectively extending the Sphere network beyond Las Vegas to other markets around the world, with the Company’s intention to utilize several options, such as joint ventures, equity partners, a managed venue model, and non-recourse debt financing.

The long-term success of expanding the Sphere business, and its transformative venues and productions, is contingent upon our Executive Chairman and Chief Executive Officer and his team of valuable individuals continuing to lead the effort, and having the Company draw on their unique skills and hands-on, teams-based experience acquired during years of working together. The team’s background and experience that spans across venue

design and construction, immersive technology, original content creation and venue operations, also renders this team as highly attractive targets in a competitive global market for talent in the entertainment and consumer experience sectors. In light of the unique moment in the Company’s evolution with the opening of the Las Vegas Sphere, the potential for significant stockholder value creation that it represents, and external exposure it has generated for the team that developed Sphere, there is risk that current compensation arrangements for this team may not adequately retain, incentivize, motivate and align with stockholders these critical individuals for the extended period necessary for developing and expanding the Sphere business.

In light of these considerations, in connection with the opening of Sphere in Las Vegas, management provided background to the Compensation Committee on the status of individuals associated with Sphere who are critical given their unique skill set. Management asked that the Compensation Committee consider the grant of “off-cycle” performance awards to the Executive Chairman and Chief Executive Officer and a select team of personnel who have been, and who are expected to continue to be, key contributors to the success of Sphere, to incentivize and retain this successful team, and further enhance their focus on long-term value creation for the stockholders.

In response, the Compensation Committee requested that its independent compensation consultant provide additional information (including market data) to allow the Compensation Committee to consider performance awards. Management also updated the Compensation Committee on the status of Sphere personnel following the Las Vegas opening.

In considering management’s request, the Compensation Committee reviewed various factors to be addressed as part of an equity award arrangement. First, eligible recipients should be limited to the Chief

Executive Officer and the small team directly involved in the development and operation of Sphere. Second, awards should be strictly performance in nature, so that increased stockholder value was a condition for recipients realizing any value on their awards, and to that end management’s interest would be aligned with stockholders by ensuring that awards required increases in stock price (and market capitalization). Third, awards should evidence a significant retention element, so that even if performance targets were satisfied, the awards would not vest unless the recipient satisfied service vesting criteria consistent with the long-term development objectives associated with the Sphere business plan. Fourth, the timing of the grants should be in close proximity to the opening of Sphere in Las Vegas and be made to the team as a group, to provide the team as a whole with a meaningful incentive to drive, and an opportunity to participate in, value creation for the Company and its stockholders soon after the debut of Sphere. Finally, proposed awards should be reviewed in the context of existing and future compensatory arrangements.

Over a series of meetings in September and October 2023, which included consultation with its independent outside compensation consultant and independent legal counsel, the Compensation Committee determined to implement performance awards for the Executive Chairman and Chief Executive Officer and a small group of other personnel in the form of premium priced options. In connection with this determination, the independent outside compensation consultant assisted the Compensation Committee in reviewing a number of factors, including the proposed structure of the awards, share usage associated with the awards to proposed recipients, and the value creation for stockholders associated with achieving various premium exercise prices. The Compensation Committee viewed premium priced options as establishing a close alignment with stock performance and stockholders’ interests. In order to enhance the performance aspect of the award, the premium priced options were designed (i) to be in-the-money for three equal tranches of shares but only if the exercise price for each tranche, respectively, was in excess of 125%, 135% and 150% of the closing market price of Class A Common Stock on the NYSE on the date of grant, and (ii) to cliff vest only if the recipient remains employed by, or provides services to, the Company, through to and including the third (3 rd) anniversary of the grant date (subject to certain limited exceptions). The term of

the options extends ten (10) years from the date of grant.

In considering a performance award for the Executive Chairman and Chief Executive Officer, the Compensation Committee took into account the significant leadership role and vision that Mr. Dolan has exhibited over the years in bringing Sphere to fruition and his importance in expanding the future business of Sphere. In determining the grant date fair value of the award for Mr. Dolan, management provided to the Compensation Committee material showing the potential future value of a premium priced option assuming a significant increase in stock price. The independent outside compensation consultant then provided the Compensation Committee with (i) the grant date fair value associated with the management presentation and a range of market data for “off cycle” awards (and related grant date fair values) to chief executive officers, including industry-specific data from media and entertainment businesses and additional market data for companies in the broad market, and (ii) various projections showing the increase in market capitalization that would benefit stockholders at projected higher stock prices in the future, and the percentage of that incremental value that could be realized for proposed awards to the Executive Chairman and Chief Executive Officer and the other award recipients. The independent outside compensation consultant also provided the Compensation Committee with market context to assess the impact of the annualized value of the grant date fair value of a proposed performance award on the current annual total direct compensation of the Executive Chairman and Chief Executive Officer, information relating to the Company’s performance and stockholder return, and the last three long term incentive awards previously provided to the Executive Chairman and Chief Executive Officer.

After consultation with its independent compensation consultant and review of the material provided, and after reviewing the internal parity of the grant date fair value of awards to the other recipients, the Compensation Committee determined to grant the Executive Chairman and Chief Executive Officer a premium priced option with a grant date fair value of $17.2 million. The performance award consisted of premium priced stock options in three tranches (the closing market price of our Class A Common Stock on the NYSE on October 20, 2023, the date of grant, was $33.78). The first tranche provides the option to purchase 408,164 shares of Class A Common Stock with an option exercise price of $42.23. The second tranche provides the option to purchase 408,164 shares of Class A Common Stock with an option exercise price of $45.60. Finally, the third tranche provides the option to purchase 408,164 shares of Class A Common Stock with an option exercise price of $50.67. The stock options will cliff vest on October 20, 2026 if Mr. Dolan has remained employed by, or provided services to, the Company or any of its subsidiaries through such date (subject to certain limited exceptions).

The performance awards for all grantees other than Ms. Koester (as described below) were made by the Compensation Committee on October 20, 2023, and the award to the Executive Chairman and Chief Executive Officer is generally on the same terms as performance awards to the other personnel.

Ms. Koester became the President of Sphere Business Operations on February 5th, 2024. In recognition of the criticality of this role to the future success of the Company, and to further align Ms. Koester with the small but critical team of Sphere executives, management asked that the Compensation Committee consider granting Ms. Koester the same “off-cycle” performance awards as had been granted to the Executive Chairman and Chief Executive Officer and the select team of personnel who have been, and are expected to continue to be, key contributors to the success of Sphere, to incentivize and further enhance her focus on long term value creation for the stockholders. After consultation with its independent outside compensation consultant and independent legal counsel, the Compensation Committee provided in Ms. Koester’s employment agreement for the grant of a one-time award of premium priced options to purchase 475,000 shares of our Class A Common Stock. Such grant was made on Ms. Koester’s start date, February 5, 2024, pursuant to the terms of Ms. Koester’s employment agreement, and had a grant date fair value of $7.9 million. Ms. Koester’s performance award is generally on the same terms as Mr. Dolan’s performance award, except that the first tranche (with an option exercise price of $42.23) provides the option to purchase 158,333 shares of Class A Common Stock, the second tranche (with an option exercise price of $45.60) provides the option to purchase 158,333 shares of Class A Common Stock, and the third tranche (with an option exercise price of $50.67) provides the option to purchase 158,334 shares of Class A Common Stock. These performance awards are collectively referred to herein as the FY24 premium priced performance options.

Treatment of MSGN Equity Awards

In connection with the Networks Merger, the MSGN stock options and restricted stock unit awards, including such awards held by any NEO who was also employed by MSGN, were assumed by the Company and converted into a stock option or restricted stock unit denominated in shares of Class A Common Stock based on an exchange ratio of 0.172 (stock options and restricted stock units subject to performance vesting conditions were converted to stock options and restricted stock units, as applicable, with time-vesting conditions for the remainder of the performance period assuming the performance conditions were achieved at 100% of target). Additional details regarding the assumption and conversion of the MSGN awards is available in the joint proxy statement/prospectus filed by the Company and MSGN in connection with the Networks Merger.

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.

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 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 2024 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 is 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, 2024, annual restricted stock unit awards vest ratably over three years and Converted PSU awards cliff-vest after three years, in each case, so long as the recipient is continuously employed by the Company, MSGE, MSGS, or any of their respective subsidiaries, until the applicable vesting date (and subject to any applicable terms of the award agreements and their employment agreement, which may supersede any continued employment obligations). As noted above, the FY24 premium priced performance options are also subject to cliff-vesting after three years, as are the performance vesting options granted pursuant to Mr. Dolan’s renewal employment agreement. 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.