Madison Square Garden Sports Corp.MSGS
Madison Square Garden Sports Corp. Stock Compensation Disclosure
Share-based Compensation
The Company has two share-based compensation plans: the 2015 Employee Stock Plan (as amended, the “Employee Stock Plan”) and the 2015 Stock Plan for Non-Employee Directors (as amended, the “Non-Employee Director Plan”).
Under the Employee Stock Plan, the Company is authorized to grant incentive stock options, non-qualified stock options, restricted shares, restricted stock units (“RSUs”), performance RSUs (“PSUs”), stock appreciation rights and other equity-based awards. The Company may grant awards for up to 2,650 shares of the Company’s Class A Common Stock (subject to certain adjustments). Options and stock appreciation rights under the Employee Stock Plan must be granted with an exercise price of not less than the fair market value of a share of the Company’s Class A Common Stock on the date of grant and must expire no later than 10 years from the date of grant (or up to additional year in the case of the death of a holder). The terms and conditions of awards granted under the Employee Stock Plan, including vesting and exercisability, are determined by the Compensation Committee of the Board of Directors (“Compensation Committee”) and may include terms or conditions based upon performance criteria. RSUs that were awarded under the Employee Stock Plan generally vest ratably over three years, with PSUs generally subject to three-year cliff vesting, subject to certain performance conditions. RSUs and PSUs that were awarded by the Company to its employees will settle in shares of the Company’s Class A Common Stock (either from treasury or with newly issued shares), or, at the option of the Compensation Committee, in cash.
Under the Non-Employee Director Plan, the Company is authorized to grant non-qualified stock options, restricted shares, restricted stock units, stock appreciation rights and other equity-based awards. The Company may grant awards for up to 260 shares of the Company’s Class A Common Stock (subject to certain adjustments). Options under the Non-Employee Director Plan must be granted with an exercise price of not less than the fair market value of a share of the Company’s Class A Common Stock on the date of grant and must expire no later than 10 years from the date of grant (or up to additional year in the case of the death of a holder). The terms and conditions of awards granted under the Non-Employee Director Plan, including vesting and exercisability, are determined by the Compensation Committee. Unless otherwise provided in an applicable award agreement, options granted under this plan will be fully vested and exercisable upon the date of grant. Unless otherwise provided in an applicable award agreement, restricted stock units granted under this plan will be fully vested, upon the date of grant and will settle in shares of the Company’s Class A Common Stock (either from treasury or with newly issued shares), or, at the option of the Compensation Committee, in cash, on the first business day after ninety days from the date the director’s service on the Board of Directors ceases or, if earlier, upon the director’s death.
In connection with the Sphere Distribution, pursuant to the terms of the incentive plans and award agreements, (i) each holder of an RSU and PSU granted under the Employee Stock Plan received one Sphere Entertainment RSU or PSU in respect of every one Company RSU or PSU owned on the Record Date and continues to be entitled to a share of the Company’s Class A Common Stock (or cash or other property) for each Company RSU or PSU in accordance with the existing award agreement, (ii) one share of Sphere Entertainment Class A Common Stock was issued under the Sphere Entertainment Non-Employee Director Plan in respect of every one RSU outstanding under the Company’s Non-Employee Director Plan, which remain outstanding and continue to be entitled to a share of the Company’s Class A Common Stock (or cash or other property) in accordance with the existing award agreement, and (iii) each option to purchase the Company’s Class A Common Stock became two options: one option to acquire Sphere Entertainment Class A Common Stock and one option to acquire the Company’s Class A Common Stock. The existing exercise price was allocated between the Company’s options and the new Sphere Entertainment options based upon the volume-weighted average prices of the Sphere Entertainment Class A Common Stock and the Company’s Class A Common Stock using the 10-day volume weighted average trading price immediately following the Sphere Distribution, and the underlying share amount was consistent with the one-to-one distribution ratio in the Sphere Distribution. Other than the split of the options and the allocation of the existing exercise price, there were no additional adjustments to the existing options in connection with the Sphere Distribution.
The Company’s RSUs/PSUs and/or stock options held by individuals who are solely Sphere Entertainment or MSG Entertainment employees will not be expensed by the Company; however, such RSUs/PSUs and/or stock options do have a dilutive effect on earnings (loss) per share available to the Company’s common stockholders.
Share-based Compensation Expense
Share-based compensation expense is generally recognized straight-line over the vesting term of the award, which typically provides for three-year cliff or graded vesting subject to continued employment at the Company, MSG Entertainment or Sphere Entertainment. For awards that are graded vesting and subject to performance conditions, in addition to continued employment, the Company uses the graded-vesting method to recognize share-based compensation expense.
Share-based compensation expense was recognized in the consolidated statements of operations as a component of selling, general and administrative expenses. Share-based compensation expense recorded during the years ended June 30, 2025, 2024 and 2023 was $17,935, $21,291 and $25,203, respectively. There were no costs related to share-based compensation in operations that were capitalized for the years ended June 30, 2025, 2024 and 2023.
As of June 30, 2025, there was $20,563 of unrecognized compensation cost related to unvested RSUs and PSUs held by the Company’s employees. The cost is expected to be recognized over a weighted-average period of approximately 1.8 years for unvested RSUs and PSUs.
Restricted Stock Units Award Activity
The following table summarizes activity related to the Company’s RSUs and PSUs, held by the Company, Sphere Entertainment, and MSG Entertainment employees, for the year ended June 30, 2025:
| Number of | Weighted-Average Fair Value Per Share At Date of Grant | ||||||||||||||||
| RSUs | PSUs | ||||||||||||||||
| Unvested award balance as of June 30, 2024 | 105 | 153 | $ | 170.61 | |||||||||||||
| Granted | 56 | 48 | $ | 207.32 | |||||||||||||
| Vested | (64) | (59) | $ | 174.98 | |||||||||||||
| Forfeited | (2) | (3) | $ | 173.51 | |||||||||||||
| Unvested award balance as of June 30, 2025 | 95 | 139 | $ | 184.56 | |||||||||||||
The fair value of RSUs and PSUs that vested during the year ended June 30, 2025 was $25,713. Upon delivery, RSUs and PSUs granted under the Employee Stock Plan were net share-settled to cover the required statutory tax withholding obligations. To fulfill the employees’ statutory minimum tax withholding obligations for the applicable income and other employment taxes, 55 of these RSUs and PSUs, with an aggregate value of $10,662, inclusive of $24 related to the Company’s former employees (who vested in the Company’s RSUs), were retained by the Company and the taxes paid are reflected as financing activity in the accompanying consolidated statement of cash flows for the year ended June 30, 2025.
The fair value of RSUs and PSUs that vested during the years ended June 30, 2024 and 2023 was $23,463 and $40,944, respectively. The weighted-average fair value per share at grant date of RSUs and PSUs granted during the years ended June 30, 2024 and 2023 was $177.66 and $165.33, respectively.
Stock Options Award Activity
The following table summarizes activity related to the Company’s stock options for the year ended June 30, 2025:
| Number of Time Vesting Options | Weighted-Average Exercise Price Per Share (a) | Weighted-Average Remaining Contractual Term (In Years) | Aggregate Intrinsic Value | ||||||||||||||||||||
| Balance as of June 30, 2024 | 94 | $ | 138.78 | ||||||||||||||||||||
| Granted | — | $ | — | ||||||||||||||||||||
| Cancelled | — | $ | — | ||||||||||||||||||||
| Balance as of June 30, 2025 | 94 | $ | 138.78 | 2.46 | $ | 6,584 | |||||||||||||||||
| Exercisable as of June 30, 2025 | 94 | $ | 138.78 | 2.46 | $ | 6,584 | |||||||||||||||||
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(a) Weighted-average exercise price per share does not reflect any adjustment associated with the Sphere Distribution. See above for a discussion of the treatment of options in connection with the Sphere Distribution.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Aug 12, 2025 | Showing above |
| 2024 | Aug 13, 2024 | |
| 2023 | Aug 17, 2023 | |
| 2022 | Aug 18, 2022 | |
| 2021 | Aug 19, 2021 | |
| 2020 | Aug 31, 2020 | |
| 2019 | Aug 20, 2019 | |
| 2018 | Aug 17, 2018 | |
| 2017 | Aug 17, 2017 | |
| 2016 | Aug 19, 2016 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.