UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 3, 2024, Madison Square Garden Sports Corp. (the “Company”) entered into an employment agreement with Jamaal Lesane (the “Lesane Employment Agreement”), effective as of July 1, 2024. The Lesane Employment Agreement provides for Mr. Lesane’s employment as the Company’s Chief Operating Officer and replaces his existing employment agreement with the Company. Mr. Lesane previously served as the Company’s Executive Vice President and General Counsel pursuant to his existing employment agreement, as well as the Company’s interim President and Chief Operating Officer effective April 3, 2024.
Pursuant to the Lesane Employment Agreement, Mr. Lesane will receive an annual base salary of not less than $1,000,000 and an annual target bonus opportunity equal to not less than 125% of his annual base salary. He is also eligible, subject to his continued employment by the Company, to participate in such long-term incentive programs that are made available in the future to similarly situated executives of the Company, with an expected aggregate target value of not less than $1,500,000. Mr. Lesane will be eligible to participate in the Company’s standard benefits program, subject to meeting the relevant eligibility requirements, payment of required premiums, and the terms of the plans.
If, on or prior to June 30, 2027 (the “Scheduled Expiration Date”), Mr. Lesane’s employment is either involuntarily terminated by the Company for any reason other than “cause” (as defined in the Lesane Employment Agreement), or is terminated by Mr. Lesane for “good reason” (as defined in the Lesane Employment Agreement) and cause does not then exist (a “Qualifying Termination”), then, subject to Mr. Lesane’s execution of a separation agreement, the Company will provide him with the following benefits and rights: (a) a severance payment in an amount determined at the discretion of the Company, but in no event less than two times the sum of Mr. Lesane’s annual base salary and annual target bonus, (b) any unpaid annual bonus for the fiscal year prior to the fiscal year in which such termination occurred and a prorated annual bonus for the fiscal year in which such termination occurred, (c) each of Mr. Lesane’s outstanding unvested long-term cash awards will immediately vest in full and will be payable to Mr. Lesane to the same extent that other similarly situated active executives receive payment, (d) all of the time-based restrictions on each of Mr. Lesane’s outstanding unvested shares of restricted stock or restricted stock units (including restricted stock units subject to performance criteria) will immediately be eliminated and such restricted stock and restricted stock units will be payable or deliverable to Mr. Lesane subject to satisfaction of any applicable performance criteria, and (e) each of Mr. Lesane’s outstanding unvested stock options and stock appreciation awards will immediately vest.
If Mr. Lesane’s employment is terminated due to his death or disability before the Scheduled Expiration Date, and at such time cause does not exist, then, subject to execution of a separation agreement (other than in the case of death), he or his estate or beneficiary will be provided with the benefits and rights set forth in clauses (b), (d) and (e) above and any long-term cash awards shall immediately vest in full, whether or not subject to performance criteria and will be payable as soon as reasonably practicable after Mr. Lesane’s execution and delivery of the separation agreement (and the expiration of any revocation period); provided, that if any such long-term cash award is subject to any performance criteria, then (i) if the measurement period for such performance criteria has not yet been fully completed, then the payment amount will be at the target amount for such award, and (ii) if the measurement period for such performance criteria has already been fully completed, then the payment amount of such award will be at the same time and to the same extent that other similarly situated executives receive payment as determined by the Compensation Committee (subject to the satisfaction of the applicable performance criteria).
The Lesane Employment Agreement contains certain covenants by Mr. Lesane, including a noncompetition agreement that restricts Mr. Lesane’s ability to engage in competitive activities until the first anniversary of a termination of his employment with the Company.
The description above is qualified in its entirety by reference to the Lesane Employment Agreement, which is attached as Exhibit 10.1 hereto and incorporated into this Item 5.02 by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description of Exhibit | |
| 10.1 | Employment Agreement, dated as of July 3, 2024, between Madison Square Garden Sports Corp. and Jamaal Lesane. † | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| † | This exhibit is a management contract or a compensatory plan or arrangement. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MADISON SQUARE GARDEN SPORTS CORP. | ||
| (Registrant) | ||
| By: | /s/ Mark C. Cresitello | |
| Name: | Mark C. Cresitello | |
| Title: | Secretary | |
Dated: July 9, 2024