Daniel Emerson
TAKE TWO INTERACTIVE SOFTWAREAbout Daniel Emerson
Daniel Emerson is Executive Vice President and Chief Legal Officer of Take-Two; he became EVP & General Counsel in October 2014, was made Chief Legal Officer effective May 2019, and joined Take-Two as a Vice President in June 2005 after serving as a partner at Blank Rome LLP, where he advised public and private companies on M&A, securities, financings, and corporate matters . He is age 53 in the 2025 proxy (prior years: 52 in 2024; 51 in 2023; 50 in 2022), oversees administrative management of Internal Audit for the Audit Committee and physical security, and continues to serve until terminated under his employment agreement . Company performance context during his NEO tenure: pay-versus-performance disclosures show cumulative TSR and Adjusted EBITDA over FY2021–FY2024 and highlight Adjusted EBITDA as the most important metric linking pay to performance; FY2025 Adjusted EBITDA was slightly below target ($901.0M vs. $902.3M), leading to near-target cash payouts for NEOs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Take-Two Interactive Software, Inc. | Executive Vice President & General Counsel; made Chief Legal Officer effective May 2019 | EVP & GC since Oct 2014; CLO since May 2019 | Oversees administrative management of Internal Audit on behalf of the Audit Committee and physical security |
| Take-Two Interactive Software, Inc. | Vice President; progressed through Senior Vice President, Corporate Secretary, Deputy General Counsel, General Counsel | Joined June 2005; successive roles 2005–2014 | Built legal function and governance capabilities across corporate and securities law |
| Blank Rome LLP (New York office) | Partner (Corporate/M&A/Securities) | Pre-2005 | Advised public and private companies on M&A, securities law, financings, and corporate matters |
External Roles
No public company board roles or external directorships disclosed for Emerson in the latest proxies .
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | $850,000 | $850,000 | $850,000 |
| Target Bonus (% of Base) | 125% | 125% | 125% |
| Actual Bonus Paid ($) | $0 (below threshold) | $674,900 | $1,059,313 |
Performance Compensation
Annual Cash Incentive structure and outcomes
| Metric | FY2024 | FY2025 |
|---|---|---|
| Budgeted Adjusted EBITDA ($M) | $953.6 | $902.3 |
| Actual Adjusted EBITDA ($M) | $845.2 (88.6% of budget) | $901.0 (slightly below target) |
| Payout Scale | 45–125% of base at 80–100% of budget; capped at 250% if >150% of budget (Emerson) | 36–100% of target at 80–100%; capped at 200% of target if >150% of budget |
| Emerson Actual Cash Bonus ($) | $674,900 | $1,059,313 |
Equity awards (structure, metrics, vesting)
| Grant Year | Grant Date | Time-Based RSUs (#) | Time-Based Grant Date Fair Value ($) | Performance RSUs at Target (#) | Performance RSUs at Max (#) | Performance Grant Date Fair Value ($) | Key Metrics & Vesting |
|---|---|---|---|---|---|---|---|
| FY2025 (annual) | 6/1/2024 | 9,464 | $1,517,647 | 18,956 | 37,912 | $4,548,492 | 66.7% performance RSUs: 75% TSR vs Nasdaq 100 + 25% RCS, cliff vest 100% on June 1, 2027; 33.3% time-based RSUs: 25% on June 1, 2025 then 12 quarterly installments from Sept 1, 2025 |
| FY2024 (annual) | 6/1/2023 | 10,903 | $1,500,144 | 21,837 | 43,674 | $4,140,732 | 66.7% performance RSUs: TSR vs Nasdaq 100, cliff vest 100% on June 1, 2026; 33.3% time-based RSUs: 25% on June 1, 2024 then 12 quarterly installments from Sept 1, 2024 |
| FY2023 (annual + transition) | 6/1/2022 | Annual: 11,427; Transition: 4,081 | Annual: $1,424,147; Transition: $508,615 | Annual: 22,887; Transition: 8,174 | Annual: 45,774; Transition: 16,348 | Annual: $3,969,064; Transition: $1,352,715 | Annual performance RSUs: TSR vs Nasdaq 100, cliff vest 100% on June 1, 2025; Transition performance RSUs: TSR vs Nasdaq 100, cliff vest 100% on June 1, 2024; annual time-based RSUs: 25% on June 1, 2023 then 12 quarterly installments; transition time-based RSUs: 100% on June 1, 2024 |
Stock vested during FY2025
| Metric | FY2025 |
|---|---|
| Shares Acquired on Vesting (#) | 21,189 |
| Value Realized on Vesting ($) | $3,510,849.09 |
Equity Ownership & Alignment
Beneficial ownership (as disclosed in proxies)
| As-of Date | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| July 16, 2022 | 92,191 | <1% |
| July 17, 2023 | 132,296 | <1% |
| July 15, 2024 | 155,576 | <1% |
| July 17, 2025 | 152,271 | <1% |
- Stock ownership guidelines: NEOs must hold shares equal to 3× base salary within five years; a 50% net-after-tax holding requirement applies until compliant; all NEOs are in compliance as of filing .
- Anti-pledging/hedging: Company policy prohibits pledging, margin accounts, short sales, puts/calls or derivatives; none of the directors or executive officers has pledged shares .
- Outstanding unvested awards (as of March 31, 2025): | Grant Date | Time-Based RSUs Unvested (#) | Market Value ($) | Performance RSUs Unearned (#) | Market Value ($) | |---|---:|---:|---:|---:| | 6/1/2024 | 9,464 | $1,961,414 (valued at $207.25 close) | 37,912 | $7,857,262 (valued at $207.25 close) | | 6/1/2023 | 6,135 | $1,271,479 | 43,674 | $9,051,437 | | 6/1/2022 | 3,573 | $740,504 | 45,774 | $9,486,662 |
Note: Upcoming cliff-vest dates for performance RSUs can create tax withholding transactions at vest; a prior RSU tax withholding Form 4 filing in March 2024 was disclosed as six days late due to clerical error .
Employment Terms
- Employment Agreement: dated January 28, 2015 (effective October 24, 2014), continuing until termination under the agreement; base salary set at $850,000 for fiscal years 2023–2026, target annual bonus 125% of base, eligibility for LTIP .
- Severance (termination without cause): 12 months base salary continuation; continued welfare benefits; immediate vesting of all restricted equity; lump-sum bonus: accrued prior-year bonus plus 50% of current-year target if termination in first half, or accrued prior-year bonus plus full current-year target if second half .
- CIC Severance Plan: upon qualifying termination within 12 months post-CIC, cash severance equal to 150% of base salary + target bonus; 18 months continued health benefits; full and immediate vesting of all unvested equity .
- Non-solicitation: agrees not to solicit customers or personnel during employment and for one year post-termination .
- Clawback: updated policy adopted Nov 27, 2023; requires recovery of incentive-based compensation for restatements within prior three years, regardless of misconduct .
Potential Payments (illustrative values from FY2023 proxy)
| Scenario | Salary Payment ($) | Welfare Benefits ($) | Acceleration of Equity ($) | Bonus Payment ($) | Total ($) |
|---|---|---|---|---|---|
| Termination Without Cause | 850,000 | 20,110 | 3,538,787 (valued at $119.30 close) | 1,062,500 | 4,721,967 |
| Death or Disability | — | — | 3,538,787 | — | 3,538,787 |
| CIC Termination Without Cause or for Good Reason | 1,275,000 | 50,819 | 3,538,787 | 1,593,750 | 5,313,556 |
| Note: CIC cash severance designed at 150% of base + target bonus; excise tax cutback applies if beneficial to the executive . |
Compensation Peer Group (benchmarking context)
- Fiscal 2023 peer group included Activision Blizzard, Electronic Arts, Playtika, Twitter, Booking Holdings, eBay, Expedia, Fox, Paramount, Match, Mattel, Warner Music Group; set to reflect size post-Zynga acquisition .
- Fiscal 2024: Removed Twitter; added Roblox; 16-company mix across video game, internet/tech, entertainment/leisure; Emerson’s target pay near 75th percentile .
- Fiscal 2025: Removed Activision (take-private); added DraftKings; size and industry relevance maintained .
- Fiscal 2026 preview: remove Peloton; add Live Nation, TKO Group, Warner Bros. Discovery to better balance size and relevance .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay support: ~87% at 2023 annual meeting; extensive shareholder outreach followed, with feedback praising increased rigor in bonus goals and longer equity performance/vesting periods .
- 2024 Say-on-Pay support: 86%; continued robust year-round engagement (shareholders contacted ~58.6%, engaged ~32.9%, director-led ~26.5%) .
Performance & Track Record
- Pay-versus-performance summary indicates Company TSR and Adjusted EBITDA trends; FY2024 shows TSR of 125.19 vs peer group TSR 205.89; Adjusted EBITDA $845.2M; FY2023 TSR 100.58 vs peer group 165.71; FY2022 TSR 129.62 vs peer group 183.07; FY2021 TSR 148.98 vs peer group 170.46 .
- Compensation Committee notes alignment with TSR performance across measurement periods, including top quartile for certain periods (e.g., 3-year period ended March 31, 2025) .
Risk Indicators & Red Flags
- Anti-pledging policy and disclosure state no pledging by directors or executive officers; robust anti-hedging rules .
- Clawback updated to Nasdaq standards, broad recovery scope .
- Section 16 compliance: one late Form 4 for Emerson and Goldstein related to RSU tax withholding on March 1, 2024 due to clerical error (filed March 13, 2024) .
- No tax gross-ups for excise taxes on parachute payments; cutback applied if beneficial .
Equity Ownership & Alignment Analysis
- Emerson’s beneficial holdings remain <1% of shares outstanding and are subject to 3× salary ownership requirements and holding requirements, improving alignment; anti-pledging removes leverage-related misalignment risk .
- Unvested RSUs with performance metrics (TSR and RCS) concentrate value realization on multi-year outcomes; upcoming cliff-vests (June 1, 2026 and June 1, 2027) may create mechanical insider tax withholding transactions (historically disclosed) rather than discretionary sales .
Employment Terms Synthesis
- Severance terms (salary continuation, benefits, immediate vesting, formulaic bonus) and CIC provisions (150% of base + target bonus, 18 months benefits, full vesting) are consistent with market practice and double-trigger equity vesting; non-solicit reduces transition risk .
- Base salary and bonus targets held constant (2023–2026), signaling stability in fixed pay while maintaining high at-risk equity components .
Investment Implications
- Pay-for-performance alignment: Majority of equity is performance-based with TSR and added RCS weighting since FY2025; annual cash bonuses are 100% tied to budgeted Adjusted EBITDA, limiting discretion and tying outcomes to operating performance .
- Retention vs. selling pressure: Vesting schedules include cliff-vest dates (FY2026–FY2027) and quarterly time-based tranches; expect routine tax withholding transactions at vest, with anti-pledging/hedging policies mitigating forced selling risk; beneficial ownership guidelines require 3× salary and ongoing retention until compliant .
- Change-of-control economics: Double-trigger full equity vesting and 150% cash multiple (base + target bonus) create retention through CIC windows; no excise tax gross-ups (cutback instead), reducing shareholder-unfriendly optics .
- Execution risk: TSR outcomes relative to Nasdaq 100 and RCS growth determine large equity realizations; FY2025 Adjusted EBITDA just below target led to near-target bonus; future value creation hinges on franchise slate and RCS trajectory, directly impacting Emerson’s PSU vesting .