J Moses
TAKE TWO INTERACTIVE SOFTWAREAbout J Moses
Independent director of Take-Two Interactive (TTWO) since March 2007; age 66 as of the 2025 proxy. He is Principal of J Moses Projects and President of OptIn Studios, with prior leadership roles across gaming and media. Education: BA from Princeton University; MBA from Harvard Business School. Beneficial ownership: 23,647 TTWO shares (2025 proxy; 22,316 shares in 2024 proxy). Independence: Board-determined independent director. Attendance: All incumbent nominees attended the 2024 annual meeting; each director met at least 75% aggregate meeting attendance in fiscal 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UGO Networks, Inc. | Founder & Chief Executive Officer | 1998–2007 | Built and sold UGO to Hearst; led growth to >20M gamers/month |
| MTV Russia | President | 1998 (launch) | Oversaw first launch of a cable network in Russia |
| BMG Interactive (BMG Games) | President | 1993–1996 | Green-lit original Grand Theft Auto; 11-game portfolio |
| ABC Sports/News | Special Assistant to Roone Arledge | Not disclosed | Executive Producer (Stolen Babies); Creator (New York News) |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| J Moses Projects | Principal | Current | Principal occupation per proxy summary profile |
| OptIn Studios | President | Current | Develops scripted TV programming |
| SimulMedia; GRID; Atlas Earth; OnlyHands | Advisor | As of 2024 proxy | Advisory roles to tech/media ventures |
| Public company directorships | — | None | No current public company boards |
Board Governance
- Committee assignments (FY2025): Chair, Corporate Governance Committee; Member, Compensation Committee. Not on Audit or Executive Committees in FY2025. Meeting counts: Compensation (6), Corporate Governance (5), Audit (5), Executive (4).
- Pending refresh (effective after Sept. 18, 2025 annual meeting): Moses will rotate off the Compensation Committee and step down as Chair of Corporate Governance (remains a member). Roland Hernandez to chair Corporate Governance; Sheresky to rotate off Corporate Governance.
- Independence: Board determined Moses is independent (Nasdaq rules).
- Attendance and engagement: All incumbent nominees attended the 2024 annual meeting; each director met at least 75% attendance in fiscal 2025.
- Lead Independent Director framework, anti-hedging/pledging, and majority vote policy in place; robust shareholder engagement (Say-on-Pay 86% support in 2024).
Fixed Compensation
| Component | FY2025 Amount | Detail/Structure |
|---|---|---|
| Cash fees (retainer + committee fees) | $100,000 | Cash retainer portion $65,000 plus committee fees (Comp member $15,000; Corporate Governance Chair $20,000) |
| Stock awards (restricted stock) | $253,881 | Quarterly grants; vest on first anniversary of grant date; directors may elect up to 100% of fees in stock |
| Total (FY2025) | $353,881 | Sum of cash and stock awards |
Director compensation policy (structure):
- Annual retainer: $300,000 (split $235,000 restricted stock / $65,000 cash). Committee fees: Compensation (Chair $30,000; Member $15,000); Corporate Governance (Chair $20,000; Member $10,000); Audit (Chair $40,000; Member $20,000); Executive Committee (other independent members $25,000; Lead Independent Director chairs for no additional fee). Effective fiscal 2026, Corporate Governance Chair fee increases to $30,000.
Performance Compensation
| Equity component | Performance metric | Vesting | Notes |
|---|---|---|---|
| Restricted stock (director retainer) | None (time-based only) | Quarterly grants vest on 1-year anniversary | Directors can elect up to 100% of retainer/fees in stock |
TTWO does not use performance-vested equity for non-employee directors; equity is time-based restricted stock with a 1-year vest.
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Current public company boards | None |
| Compensation Committee interlocks | None; no officer/employee history; no related transactions >$120,000 involving committee members in FY2025 |
Expertise & Qualifications
- Deep interactive entertainment leadership: former President of BMG Interactive (green-lit original GTA); founder/CEO of UGO; global media operating experience (MTV Russia launch).
- Strategic advisory across media/tech/gaming; current principal/operator roles (J Moses Projects; OptIn Studios).
- Board skills aligned with TTWO’s industry oversight and governance (Corporate Governance Chair; Compensation Committee experience).
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 23,647 TTWO shares (2025 proxy); previously 22,316 (2024 proxy) |
| Director stock ownership guideline | 5x annual cash retainer; each non-employee director owned shares in excess of requirement as of record date |
| Hedging/pledging | Prohibited; no directors/officers have pledged TTWO shares |
Governance Assessment
- Strengths: Long-tenured independent director with deep sector expertise; prior service as Corporate Governance Chair and Compensation member enhances board oversight; strong ownership alignment through equity retainer and 5x cash retainer guideline; no related-party transactions or interlocks; anti-hedging/pledging policies; majority vote and robust shareholder engagement (86% Say-on-Pay in 2024).
- Watch items: Committee refresh reduces Moses’s committee leadership (stepping down as CG Chair and off Compensation post-2025 meeting), which modestly shifts his direct oversight footprint; continue monitoring board refresh and skill mix.
Appendix: Source Citations
- Director profile, roles, education, shares:
- Committees, meetings, changes:
- Independence, attendance:
- Director compensation policy and amounts:
- Ownership guidelines and anti-pledging:
- Shareholder engagement (Say-on-Pay):