Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Executive Vice President, Chief Financial Officer and Treasurer
On December 8, 2023, the Board of Directors of Sphere Entertainment Co. (the “Company”) appointed David F. Byrnes, 53, as Executive Vice President, Chief Financial Officer and Treasurer effective as of December 8, 2023.
Mr. Byrnes joins the Company from Madison Square Garden Entertainment Corp. (“MSGE”), where he served as Executive Vice President and Chief Financial Officer since February 2023. Prior to the Company’s distribution of approximately 67% of the outstanding common stock of MSGE to the Company’s stockholders, Mr. Byrnes served as Executive Vice President and Chief Financial Officer of the Company from January 2022 to April 2023.
Prior to joining the Company and MSGE, Mr. Byrnes served as Executive Vice President, Corporate Finance at ViacomCBS Inc., a role he assumed in December 2019 following the merger of CBS Corporation (“CBS”) and Viacom Inc. Previously, at CBS, Mr. Byrnes assumed the role of Senior Vice President, Controller and Chief Accounting Officer in 2019; Senior Vice President, Internal Audit in 2015; Senior Vice President, Finance, CBS Technology in 2014; Vice President, Finance at Simon & Schuster, LLC in 2009; and Vice President, Corporate Development in 2008. Before joining CBS, Mr. Byrnes held various financial leadership positions at Automatic Data Processing, Inc., including Divisional CFO and Vice President of Financial Reporting and Policy. He began his career in the audit practice at KPMG LLP, where he spent 11 years.
Mr. Byrnes, a certified public accountant, received his undergraduate degree in public accounting from Pace University in 1992 and MBA in finance from the Columbia Business School in 1998.
Employment Agreement with David F. Byrnes
In connection with Mr. Byrnes’ appointment, Mr. Byrnes and the Company entered into an employment agreement (the “Byrnes Employment Agreement”), dated as of December 8, 2023 and expiring on December 8, 2026 (the “Scheduled Expiration Date”). The Byrnes Employment Agreement provides for an annual base salary of not less than $1,000,000 and an annual target bonus equal to not less than 100% of annual base salary. With respect to the fiscal year starting July 1, 2023, 50% of Mr. Byrnes’ annual bonus will reflect the performance of his prior employer and 50% of his annual bonus will reflect the performance of the Company. Mr. Byrnes will be eligible, subject to his continued employment by the Company, to participate in such long-term incentive programs that are made available to similarly situated executives of the Company. With respect to the fiscal year starting July 1, 2023, Mr. Byrnes will receive a mid-year long-term incentive grant of $100,000. Commencing with the fiscal year starting July 1, 2024, it is expected that Mr. Byrnes will receive one or more annual long-term awards with an aggregate target value of not less than $1,800,000. Mr. Byrnes 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 the Scheduled Expiration Date, Mr. Byrnes’ employment with the Company is terminated (i) by the Company other than for “cause” (as defined in the Byrnes Employment Agreement), or (ii) by Mr. Byrnes for “good reason” (as defined in the Byrnes Employment Agreement) and so long as “cause” does not then exist, then, subject to Mr. Byrnes’ execution of a separation agreement with the Company, 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. Byrnes’ 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. Byrnes’ outstanding long-term cash awards will immediately vest in full and will be payable to Mr. Byrnes to the same extent that other similarly situated active executives receive payment; (d) all of the time-based restrictions on each of Mr. Byrnes’ outstanding restricted stock or restricted stock units will immediately be eliminated and will be payable or deliverable to Mr. Byrnes subject to satisfaction of any applicable performance criteria; and (e) each of Mr. Byrnes’ outstanding stock options and stock appreciation awards, if any, will immediately vest.