Stock performance is exceptional — SPHR's 3-year return of +393.1% exceeds the XLC sector ETF by +293.4 percentage points, far above the 65pp threshold needed to trigger a vote against, so the TSR test passes; Mr. Dolan holds four public company board seats (SPHR, MSGE, MSGS, AMC Global Media) which raises an overboarding flag under policy (non-executive directors at 4+ seats), however as a sitting CEO at multiple affiliated Dolan-family entities this is a borderline case — the stock performance is so strong that no negative vote is warranted on TSR grounds, and while the overboarding flag is noted, his role as the controlling family CEO across these related entities is a mitigating factor.

No TSR trigger fires given exceptional 3-year stock performance; holds three public company board seats (SPHR, MSGE, MSGS), below the overboarding threshold of four.

Paul J. Dolan is a cousin of James L. Dolan — a more distant family relationship than a sibling or spouse — and has independent professional experience as Chairman and CEO of the Cleveland Guardians; the policy's familial relationship concern focuses on proximity to top management, and a cousin relationship is not sufficiently close to trigger a No vote, particularly given his extensive independent business leadership experience.

Mr. Lhota is an independent director with no public company board seats other than SPHR, holds demonstrated financial expertise (career in investment banking and public accounting, current CFO of NYU Langone Health), chairs the Audit Committee appropriately, and the company's exceptional stock performance means the TSR trigger does not apply.

Mr. Litvin is an independent director with relevant sports, media, and legal experience, holds no other public company board seats, and the company's exceptional stock performance means the TSR trigger does not apply.

Ms. Perelman joined the board on June 4, 2025, which is within the 24-month new-director exemption window, making her fully exempt from the TSR trigger; she brings relevant CEO and corporate finance experience and is a credentialed audit committee financial expert.

Mr. Sykes is an independent director with approximately 40 years of media and entertainment experience, holds no other public company board seats, chairs the Compensation Committee appropriately, and the company's exceptional stock performance means the TSR trigger does not apply.

Mr. Tese is an independent director with extensive financial, government, and business experience, holds three other public company board seats (AMC Global Media, Claros Mortgage Trust, MSGS) which is below the overboarding threshold of four, and the company's exceptional stock performance means the TSR trigger does not apply.

Mr. Thomas is a Class B director with relevant sports, entertainment, and media industry experience, holds two other public company board seats (One World Products, UWM Holdings) below the overboarding threshold, and the company's exceptional stock performance means the TSR trigger does not apply.