| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 6, 2018, the Board of Directors (the “Board”) of The Madison Square Garden Company (the “Company”) appointed Victoria Mink to succeed Donna Coleman as Executive Vice President and Chief Financial Officer of the Company effective January 1, 2019. Ms. Coleman will continue in her employment with the Company as Executive Vice President, Finance from January 1, 2019 through March 31, 2019 in order to assist with the transition of the Chief Financial Officer role.
Ms. Mink, 50, has served as the Company’s Executive Vice President, Finance, since October 22, 2018. Previously, Ms. Mink served as the Senior Vice President, Chief Accounting Officer for Altice USA from June 2016 to October 2018, where she was responsible for all accounting and financial reporting compliance, including acquisition transactions, aspin-off transaction and an initial public offering. She was also responsible for setting the strategic direction, goals and initiatives for the accounting, accounts payable and financial systems departments, presenting to the audit committee, implementing new accounting policies and compliance with company policies and Sarbanes Oxley. Prior to this, Ms. Mink served as the Senior Vice President, Controller and Principal Accounting Officer for Cablevision Systems Corporation from June 2011 to June 2016. Ms. Mink joined Cablevision Systems Corporation in November 1997. Before joining Cablevision Systems Corporation, Ms. Mink was an audit manager with KPMG LLP.
Employment Agreement with Ms. Mink
In connection with Ms. Mink’s appointment as Executive Vice President and Chief Financial Officer, Ms. Mink and the Company entered into an employment agreement dated December 6, 2018. The term of the employment agreement will commence on January 1, 2019 (the “Effective Date”). The employment agreement provides for an annual base salary of not less than $800,000. Ms. Mink will be eligible to participate in the Company’s discretionary annual bonus program with an annual target bonus equal to not less than 100% of her annual base salary. The target bonus opportunity for the current fiscal year ending June 30, 2019, will include the portion of the fiscal year prior to the Effective Date during which Ms. Mink was employed as the Company’s Executive Vice President, Finance. Ms. Mink will also participate in long-term incentive programs that are made available in the future to similarly situated executives of the Company, subject to Ms. Mink’s continued employment by the Company. It is expected that Ms. Mink will receive annual grants of cash and/or equity long-term incentive awards with an aggregate target value of not less than $1,100,000 as determined by the Compensation Committee of the Board in its discretion. With respect to the current fiscal year ending June 30, 2019, Ms. Mink will be entitled to a prorated long-term incentive grant with a target value of $683,333. Under the employment agreement, Ms. Mink 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 December 31, 2021 (the “Scheduled Expiration Date”), Ms. Mink’s employment with the Company is terminated (i) by the Company other than for “cause” as defined in the agreement, or (ii) by Ms. Mink for “good reason” as defined in the agreement (so long as “cause” does not then exist), then, subject to Ms. Mink’s execution of a separation agreement with the Company, the Company will provide her 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 Ms. Mink’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 Ms. Mink’s outstanding long-term cash awards will immediately vest in full and will be payable to Ms. Mink to the same extent that other similarly situated active executives receive payment; (d) all of the time-based restrictions on each of Ms. Mink’s outstanding restricted stock or restricted stock units granted to her under the plans of the Company will immediately be eliminated and will be payable or deliverable to Ms. Mink subject to satisfaction of any applicable performance criteria; and (e) each of Ms. Mink’s outstanding stock options and stock appreciation awards under the plans of the Company will immediately vest.
The employment agreement contains certain covenants by Ms. Mink including a noncompetition agreement that restricts Ms. Mink’s ability to engage in competitive activities until the first anniversary of a termination of her employment with the Company.
Letter Agreement with Ms. Coleman
On December 10, 2018, Ms. Coleman and the Company entered into a letter agreement (the “Letter Agreement”) that provides for Ms. Coleman’s transition to the Executive Vice President, Finance role on January 1, 2019 and retirement from the Company on March 31, 2019, or on Ms. Coleman’s earlier resignation or termination by the Company for Cause (as defined in the Letter Agreement). Ms. Coleman’s last date of employment is the “Retirement Date”.
