Strauss Zelnick
About Strauss Zelnick
Strauss Zelnick is an independent director of Starwood Property Trust (STWD) since 2009, currently serving as Audit Committee Chair and member of the Nominating & Corporate Governance, Compensation, and Investment Committees . He is Chief Executive Officer (2011–present) and Chairman (2007–present) of Take-Two Interactive Software; founder/managing partner of Zelnick Media Capital (ZMC); and previously held senior leadership roles at BMG Entertainment, 20th Century Fox, Crystal Dynamics, Vestron, and Columbia Pictures . Education: BA (Wesleyan), MBA and JD (Harvard) . Age: 64 per 2025 proxy; the 2024 proxy listed age 66 (reflecting document-year differences) .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| BMG Entertainment | President & CEO; President & CEO North America | 1995–2000 | Led global and North America businesses |
| 20th Century Fox | President & COO | Not disclosed | Managed worldwide motion picture production and distribution |
| Crystal Dynamics | President & CEO | Not disclosed | Led producer/distributor of interactive entertainment software |
| Vestron Inc. | President & COO | Not disclosed | Senior operating leadership |
| Columbia Pictures | VP, International Television | Not disclosed | International TV responsibilities |
| Columbia Music Entertainment, ITN Networks, Direct Holdings Worldwide, OTX | Chairman | Not disclosed | Board leadership roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Take-Two Interactive Software | CEO; Chairman | CEO (2011–present); Chair (2007–present) | Current public board; operating CEO |
| CBS Corp. | Non-Executive Interim Chairman | 2018–2019 | Former public board leadership |
| RELX (Reed Elsevier) | Director | 2005–2007 | Former public board |
| Carver Bancorp, Inc. | Director | 2000–2007 | Former public board |
| Insignia Financial Group, Inc. | Director | 1998–2003 | Former public board |
Board Governance
- Committee assignments: Audit Committee (Chair), Nominating & Corporate Governance Committee, Compensation Committee, Investment Committee .
- Independence: Audit, Nominating & Corporate Governance, and Compensation Committees are composed entirely of independent directors; Zelnick is an independent director .
- Audit expertise: Board determined Zelnick qualifies as an “audit committee financial expert”; Audit Committee met four times in 2024 .
- Compensation Committee: Members (2024) were Bronson (Chair), Kumin, Harmon, Zelnick; met three times in 2024 and formed an Equity Awards Subcommittee comprising Bronson, Kumin, Zelnick to approve grants to directors, officers, and the Manager .
- Nominating & Corporate Governance Committee: Met two times in 2024 .
- Attendance: Board met four times in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors then in office attended the 2024 annual meeting .
- Executive sessions: Non-executive and independent directors hold regular executive sessions; Lead Independent Director (Bronson) presides .
- Investment Committee: Reviews investments; any investment of $250–$400mm equity requires Investment Committee approvals (Board and Manager), and ≥$400mm needs full Board and Manager approval; Zelnick is a member .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual cash retainer (base) | $110,000 | $110,000 |
| Audit Committee Chair fee | $20,000 | $20,000 |
| Committee membership fees | Compensation: $7,500; Audit: $10,000; Nominating: $2,500; Investment: $2,500 | Compensation: $7,500; Audit: $10,000; Nominating: $2,500; Investment: $2,500 |
| Fees Earned or Paid in Cash (Strauss Zelnick) | $142,500 | $142,500 |
Performance Compensation
| Award Type | Grant Date | Shares | Grant-Date Fair Value | Closing Price (Grant Date) | Vesting |
|---|---|---|---|---|---|
| Restricted shares (annual director grant) | Sep 29, 2023 | 7,258 | $140,442 | $19.35 | 1-year cliff, subject to continued service |
| Restricted shares (annual director grant) | Sep 30, 2024 | 6,870 | $140,011 | $20.38 | 1-year cliff, subject to continued service |
| 2025 change (forward-looking) | N/A | N/A | $150,000 equity retainer | N/A | Annual director equity retainer increased to $150,000 for 2025 grants |
No director performance metrics (e.g., TSR or EBITDA targets) are tied to non-employee director compensation; awards are time-based restricted shares .
Other Directorships & Interlocks
- Current public boards: Take-Two Interactive Software (CEO/Chair) .
- Former public boards: CBS Corp. (Interim Chair), RELX, Carver Bancorp, Insignia Financial Group .
- Compensation Committee interlocks: None required to be disclosed for 2024; Zelnick is not and has not been an officer/employee of the Company .
- Board policy: Audit Committee members may not serve on more than two other public company audit committees simultaneously .
- Independence considerations: Board noted Sternlicht investments (each <1%) in three ZMC-sponsored funds and his advisory board service at an affiliate of ZMC when evaluating Zelnick’s independence .
Expertise & Qualifications
- Degrees: BA (Wesleyan), MBA (Harvard Business School), JD (Harvard Law School) .
- Industry/functional expertise: Senior executive and director experience across media, entertainment, technology, and corporate finance; designated audit committee financial expert by STWD’s Board .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Strauss Zelnick | 91,685 | <1% | Includes 6,870 unvested restricted shares under 2022 Equity Plan |
| Trusts (where Zelnick is trustee) | 11,800 | N/A | Indirect ownership included above |
| Spouse | 2,600 | N/A | Indirect ownership included above |
- Director stock ownership guideline: At least 3x the annual Board cash retainer; 5 years from 2011 implementation or from election to comply; restricted stock counts toward guideline .
- Anti-hedging/insider trading: Prior legal approval required for transactions; Insider Trading Policy filed as Exhibit 19 to 2024 Form 10-K .
Governance Assessment
- Strengths:
- Long-tenured independent director with deep operating and board experience; designated audit committee financial expert; chairs Audit Committee, reinforcing financial oversight rigor .
- Consistent committee engagement: Audit (4 meetings), Compensation (3), Nominating (2) in 2024; met attendance expectations and attended 2024 annual meeting .
- Balanced director pay mix (~50/50 cash vs equity in 2024: $142,500 cash, $140,011 equity), aligning interests via time-based equity .
- Governance infrastructure: independent committees, regular executive sessions, equity ownership guidelines, clawback policy for executives, and use of independent compensation consultant (Meridian) .
- Potential conflicts and monitoring needs:
- External manager structure: Equity awards to the Manager under the 2022 Manager Equity Plan and co-originated transactions with affiliates (e.g., 2025 Miami Beach condominium loan where Company lacks certain consent rights) elevate related-party risk; Zelnick sits on Compensation (including Equity Awards Subcommittee) and Investment Committees—ongoing scrutiny of approval processes and risk controls is warranted .
- Independence evaluation noted Sternlicht’s investments in ZMC-sponsored funds and advisory role with an affiliate of ZMC; Board concluded independence but investors should continue monitoring for related-party exposure .
- Signals:
- 2025 increase in director equity retainer to $150,000 suggests continued emphasis on ownership alignment for non-employee directors .
- No compensation committee interlocks disclosed for 2024 supports clean governance around pay setting .
RED FLAGS
- Related-party transaction exposure: Manager RSU grants and affiliate co-originations (e.g., 2025 condominium loan with limited consent rights due to affiliate interests) present conflict risk requiring strong committee oversight .
- Structural complexity: External management agreement and Manager-linked incentives can misalign net income maximization vs. risk management; Compensation Committee acknowledges and evaluates these risks—investors should verify robustness of safeguards in practice .
Director Compensation Summary (Strauss Zelnick)
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | $142,500 | $140,442 | $282,942 |
| 2024 | $142,500 | $140,011 | $282,511 |
Committee Workload and Attendance (2024)
| Body | Meetings in 2024 | Zelnick Role | Independence |
|---|---|---|---|
| Board | 4 | Director | Each director ≥75% attendance; all attended 2024 annual meeting |
| Audit Committee | 4 | Chair | All members independent; Zelnick as audit committee financial expert |
| Compensation Committee | 3 | Member; Equity Awards Subcommittee member | All members independent |
| Nominating & Corporate Governance Committee | 2 | Member | All members independent |
| Investment Committee | Not specified | Member | Committee reviews large investments per thresholds |
Other Notes
- Say-on-pay: Annual advisory vote; Board recommends FOR; not binding but considered in future decisions .
- Board leadership: CEO also serves as Chair; Lead Independent Director (Bronson) roles defined to balance governance; Vice Chair role established effective April 1, 2025 .