| 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 April 28, 2026, the Board of Directors of Madison Square Garden Sports Corp. (the “Company”) appointed Paul DiCicco as Executive Vice President, Chief Financial Officer and Treasurer effective May 11, 2026 or such later date as may be agreed (the “Commencement Date”).
Mr. DiCicco, 51, has served as Chief Financial Officer for Stephen Gould Corporation (“Stephen Gould”), a global, privately held, family-owned packaging, sourcing, and logistics company, since 2023, and previously served as Stephen Gould’s Corporate Controller from 2022 to 2023. In his roles at Stephen Gould, Mr. DiCicco oversaw the company’s finance, accounting, tax, financial planning & analysis and treasury functions. Prior to that, Mr. DiCicco served as the Senior Vice President, Corporate Controller for Harris Blitzer Sports and Entertainment LLC (“HBSE”), a sports and entertainment company, from 2018-2022, and as HBSE’s Vice President, Controller from 2016-2018. In his roles at HBSE, Mr. DiCicco directed finance & accounting, payroll, and ticket operations for HBSE’s sports and entertainment portfolio, including the Philadelphia 76ers and New Jersey Devils. Earlier in his career, Mr. DiCicco held senior accounting, finance and compliance roles at both public and private companies and served as an Assurance Business Advisory Services Manager at PricewaterhouseCoopers LLP.
Employment Agreement with Paul DiCicco
In connection with Mr. DiCicco’s appointment, Mr. DiCicco and the Company entered into an employment agreement (the “DiCicco Employment Agreement”), dated as of April 28, 2026, which contemplates Mr. DiCicco’s employment commencing effective as of the Commencement Date.
The DiCicco Employment Agreement provides for an annual base salary of not less than $650,000. Commencing with the Company’s fiscal year starting July 1, 2026, Mr. DiCicco will be eligible to participate in the Company’s annual bonus program with an annual target bonus equal to not less than 100% of annual base salary. Commencing with the Company’s fiscal year starting July 1, 2026, Mr. DiCicco will be 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. It is expected that Mr. DiCicco will receive one or more annual long-term awards with an aggregate target value of not less than $650,000. Mr. DiCicco 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 May 10, 2029, or one day prior to the third anniversary of the Commencement Date should the Commencement Date be a later date than May 11, 2026 (the “Scheduled Expiration Date”), Mr. DiCicco’s employment with the Company is terminated (i) by the Company other than for “cause” (as defined in the DiCicco Employment Agreement), or (ii) by Mr. DiCicco for “good reason” (as defined in the DiCicco Employment Agreement) and so long as cause does not then exist, then, subject to Mr. DiCicco’s 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. DiCicco’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. DiCicco’s outstanding long-term cash awards (or portion thereof), if any, scheduled to vest on or before the next Annual Vesting Date (as defined in the DiCicco Employment Agreement) will immediately vest in full and will be payable to Mr. DiCicco to the same extent that other similarly situated active executives receive payment; (d) all of the time-based restrictions on each of Mr. DiCicco’s outstanding restricted stock or restricted stock units scheduled to vest on or before the next Annual Vesting Date will immediately be eliminated and will be payable or deliverable to Mr. DiCicco subject to satisfaction of any applicable performance criteria; and (e) each of Mr. DiCicco’s outstanding stock options and stock appreciation awards (or portion thereof), if any, scheduled to vest on or before the next Annual Vesting Date will immediately vest.