Ellen Siminoff
TAKE TWO INTERACTIVE SOFTWAREAbout Ellen Siminoff
Independent director of Take-Two Interactive since May 2022; age 57. Background spans CEO roles at Shmoop University (2007–2018) and Efficient Frontier, plus six years as a founding executive at Yahoo! leading Business Development, Corporate Development, and Small Business/Entertainment units. Education: BA Princeton, MBA Stanford, and a Master Liberal Arts Extension in Software Engineering from Harvard University Extension (2023). Current TTWO committee assignments: Audit Committee and Corporate Governance Committee; beneficial ownership of 14,551 TTWO shares.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shmoop University | President & CEO | 2007–2018 | Built significant educational content; operating leadership |
| Efficient Frontier | President & CEO | Not disclosed | Led SEM management services; company later sold to Adobe |
| Yahoo! | Founding executive; VP Business Development & Planning; SVP Corporate Development; GM Small Business & Entertainment | Six years (dates not disclosed) | Led corporate development and business units; consumer marketing/advertising expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BigCommerce (public) | Director | Current | SaaS ecommerce platform |
| Verifone (private) | Director | Current | Global payments platform |
| Follett (private) | Director | Current | Educational technology/services provider |
| Discovery Education (private) | Director | Until April 2022 | Digital curriculum resources |
| Zynga (public; acquired by TTWO) | Director | 2012–May 2022 | Tenure ended upon TTWO acquisition |
| Advisory boards (Stanford GSB, Princeton President’s Advisory Council) | Member | Not disclosed | University advisory roles |
| Hoover Institution | Board of Overseers | Since Sept 2022 | Governance role at policy institute |
| Other prior boards | Director | Not disclosed | SolarWinds; US Auto Parts Network; Journal Communications; Mozilla |
Board Governance
- Independence: Board determined Siminoff is “independent” under Nasdaq rules.
- Committees: Audit (members: Tolson—Chair, Siminoff, Viera; 5 meetings in FY2025); Corporate Governance (members: Moses—Chair, Sheresky, Siminoff; 5 meetings in FY2025).
- Board attendance: Board held 9 meetings in FY2025; each incumbent director attended at least 75% of Board and committee meetings for which they served; director nominees attended the Sept 2024 annual meeting.
- Executive sessions: Independent directors met in executive session nine times in FY2025.
- Outside directorships policy: Directors may serve on no more than three other public boards; annual review of commitment levels.
| Governance Element | Detail |
|---|---|
| Independence status | Independent director |
| TTWO Committees | Audit; Corporate Governance |
| Committee meetings FY2025 | Audit: 5; Corporate Governance: 5 |
| Board meetings FY2025 | 9 |
| Attendance threshold | ≥75% for all incumbents |
| Exec sessions (independents) | 9 in FY2025 |
| Outside board limit | ≤3 other public boards |
Fixed Compensation
| Component | FY2025 Amount/Structure | Vesting/Notes |
|---|---|---|
| Annual retainer (policy) | $300,000 ($235,000 restricted stock; $65,000 cash) | Restricted stock granted quarterly; 1-year vest |
| Committee fees (policy) | Audit Chair $40,000; Audit member $20,000; Compensation Chair $30,000; Compensation member $15,000; Corporate Governance Chair $20,000 (rises to $30,000 in FY2026); CG member $10,000; Executive Committee member $25,000 | Election to receive up to 100% in restricted stock |
| Director cap (2017 Plan) | Max $750,000 per calendar year (cash + equity) for non-employee directors | Limited exceptions; director receiving additional compensation cannot decide on it |
| Siminoff FY2025 director comp | Fees earned or paid in cash: $95,000; Stock awards: $253,881; Total: $348,881 | Aggregate grant-date fair value per ASC 718; 1,469 unvested restricted stock outstanding as of 3/31/2025 |
Note: For FY2025, Siminoff elected to receive 100% of annual retainer and committee fees in restricted stock, per policy election mechanics.
Performance Compensation
Non-employee director equity is time-based restricted stock; no performance-based metrics are disclosed for director awards.
| Equity Feature | Term |
|---|---|
| Grant cadence | Quarterly grants (5th trading day post 10-K/10-Q filing) |
| Vesting | Restricted stock vests on the 1st anniversary of grant date |
| Plan constraints | No options/SARs vest <1 year (subject to limited exceptions); non-employee director total annual comp capped at $750,000 |
Other Directorships & Interlocks
- Current public board: BigCommerce. Private boards at Verifone and Follett; prior public board at Zynga until TTWO’s acquisition in May 2022. These roles suggest broad technology and commerce expertise; no direct competitive interlocks identified with TTWO’s core game publishing operations.
- Policy guardrail: TTWO limits directors to ≥5x retainer stock ownership and ≤3 other public boards, mitigating overboarding risk.
Expertise & Qualifications
- Marketing/advertising, consumer trends, corporate/business development, and technology/media operations; SEM leadership via Efficient Frontier; founding executive at Yahoo.
- Education credentials: BA Princeton; MBA Stanford; Master Liberal Arts Extension in Software Engineering (Harvard Extension, 2023).
Equity Ownership
| Ownership Detail | Shares/Status |
|---|---|
| Direct shares held by Siminoff | 6,835 |
| EFS 2022 Irrevocable Trust (indirect) | 3,290 |
| D&E Living Trust (indirect) | 4,426 |
| Total beneficial ownership | 14,551 |
| Unvested restricted stock outstanding (as of 3/31/2025) | 1,469 |
| Shares outstanding (as of 6/30/2025) | 184,404,145 |
| Ownership as % of shares outstanding | ~0.0079% (14,551 / 184,404,145) |
| Director ownership guideline | 5x annual cash retainer |
| Compliance status (record date) | Each non-employee director owned in excess of requirements |
| Anti-hedging/pledging | Hedging/shorts/margin/derivatives prohibited; pledging prohibited; none of directors/executives have pledged shares |
Governance Assessment
- Board effectiveness: Siminoff serves on Audit and Corporate Governance—committees entirely independent—supporting oversight of financial reporting, cyber/operational risk, ESG, and director nominations; FY2025 committee meeting cadence reflects engaged governance.
- Independence and attendance: Independent under Nasdaq rules; Board met 9 times with ≥75% attendance threshold met by all incumbents and director nominee presence at the 2024 annual meeting, signaling engagement.
- Alignment and incentives: Director compensation emphasizes equity via time-based restricted stock; strong ownership requirements (5x retainer) and anti-hedging/pledging policies enhance alignment; Siminoff’s FY2025 total director compensation was $348,881 with quarterly equity grants vesting after one year.
- Conflicts and related-party exposure: No related-party transactions involving Siminoff disclosed; TTWO reviewed related-person transactions policy and disclosed ZMC management agreement arrangements separately, overseen by independent directors.
- Shareholder sentiment: Say-on-Pay received 86% support in 2024 after engagement—positive governance signal.
RED FLAGS
- None specific to Siminoff identified: No pledging/hedging; meets independence; attendance threshold met; no related-party transactions disclosed for her. Monitor aggregate director compensation vs $750,000 cap and outside board commitments (policy caps to ≤3 public boards).