Lainie Goldstein
TAKE TWO INTERACTIVE SOFTWAREAbout Lainie Goldstein
Chief Financial Officer since June 2007; previously SVP Finance from November 2003. Age 57; CPA with prior experience at Nautica Enterprises (VP Finance & Business Development) and Grant Thornton (audit and reorganization). Over fiscal 2023–2025, TTWO delivered net revenue of $5.63B in FY2025 and Adjusted EBITDA of $901.0M, with long-term incentives tied to Relative TSR (Nasdaq-100 peer set) and Recurrent Consumer Spending (RCS), and say‑on‑pay support of 86% in 2024, indicating shareholder acceptance of the pay-for-performance framework .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Take-Two Interactive Software, Inc. | SVP Finance | Nov 2003–Jun 2007 | Built finance leadership prior to CFO role; oversight of finance functions . |
| Nautica Enterprises, Inc. | VP Finance & Business Development | N/A | Financial leadership in retail/apparel; business development experience . |
| Grant Thornton LLP | Audit and Reorganization roles | N/A | Audit and restructuring expertise foundational to public company finance . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Phreesia, Inc. | Director; Audit Committee member | Current |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 1,000,000 | 1,000,000 | 1,000,000 (unchanged; remains $1,000,000 for FY2026) |
| Target Bonus (% of Salary) | 150% | 150% | 150% |
| Actual Bonus Paid ($) | — | 952,800 | 1,495,500 |
| All Other Compensation ($) | 14,327 | 14,081 | 13,800 |
| Total Reported Compensation ($) | 11,354,720 | 10,186,481 | 11,348,724 |
Performance Compensation
| Component | Metric & Weighting | Target | Actual | Payout | Vesting / Measurement |
|---|---|---|---|---|---|
| Annual Cash Incentive (FY2025) | Adjusted EBITDA (100%) | $902.3M | $901.0M | $1,495,500 cash (slightly below target) | 1-year performance; no discretion |
| FY2025 RSUs (granted Jun 1, 2024) | Performance RSUs: 75% Relative TSR vs Nasdaq-100; 25% RCS; Total 66.7% of LTI at target | 27,622 RSUs at target; up to 55,244 max | In-flight (three-year) | N/A (cliff vest) | Measurement through Mar 31, 2027; 100% cliff vest on Jun 1, 2027 |
| FY2025 RSUs (granted Jun 1, 2024) | Time-Based RSUs (33.3% of LTI) | 13,791 RSUs; $2.04M planning value | Ongoing vest | N/A | 25% at 1st anniversary, then 12 quarterly installments starting Sep 1, 2025 |
| FY2026 RSUs (granted Jun 1, 2025) | Performance RSUs: 75% TSR; 25% RCS | 18,089 target; 36,178 max | In-flight | N/A | Measurement through Mar 31, 2028; vest Jun 1, 2028 |
| FY2026 RSUs (granted Jun 1, 2025) | Time-Based RSUs | 9,045; $2.04M planning value | Ongoing vest | N/A | Same time-based schedule (25%/quarterly thereafter) |
| FY2025 PSU Results (prior grants) | Performance RSUs vested/forfeited in FY2025 | Goldstein vested 15,206; forfeited 13,078 | Achieved | N/A | Results reflect FY2021/2022 grants’ performance periods |
Notes:
- TSR payout grid: 0% <40th percentile; 50% at 40th; 100% at 50th; 200% at 75th .
- RCS payout grid: Absolute Growth (<3%→0%; 3%→50%; 6%→100%; ≥9%→200%) or Relative RCS (as % of 3-year average bookings: <45%→0%; 45%→50%; 50%→100%; ≥55%→200%)—whichever vests more shares .
- Non‑ZMC NEO equity includes added RCS metric starting FY2025 to reduce slate volatility and align to strategic priorities (NBA 2K, GTA Online, mobile) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 315,657 shares (<1%); includes 129,098 common, 31,497 unvested time-based RSUs, 155,062 unvested performance RSUs . |
| Outstanding RSUs at FY2025 Year-End | Time-based: 13,791 (2024 grant); 8,937 (2023); 5,205 (2022). Performance-based (unearned): 55,244 (2024); 63,640 (2023); 66,700 (2022). Market values shown at $207.25 close on Mar 31, 2025 (TB: $2.86M; PB total: multi-grant values) . |
| Stock Ownership Guidelines | 3x base salary; must retain ≥50% net shares until compliant; all NEOs in compliance as of proxy filing . |
| Anti-Hedging/Pledging | Prohibits short sales, derivatives, margin, and pledging; none of the directors or executive officers has pledged company stock . |
| Trading Policy | Includes Rule 10b5‑1 plan requirements; applies to officers and directors . |
| Clawback | Updated Nov 27, 2023 to meet SEC/Nasdaq standards; 3‑year lookback for restatements; applies to NEOs (including ZMC-related “Executives”) . |
Employment Terms
| Provision | Key Terms |
|---|---|
| Contract & Term | Employment agreement dated May 12, 2010 (amended 2010, 2012, 2018); CFO through Mar 31, 2026; auto-renews for successive one-year periods unless either party elects non-renewal . |
| Base & Bonus Targets | Base salary $1,000,000; target annual bonus 150% of salary (unchanged FY2026) . |
| Annual Bonus Metric | 100% based on budgeted Adjusted EBITDA set at year start; rigor affirmed; no discretion . |
| Long-Term Incentives | RSUs: 66.7% performance (75% TSR vs Nasdaq-100; 25% RCS); 33.3% time-based . |
| Severance (No Cause) | 24 months base salary; 2x target bonus; pro‑rated target bonus (50% if 1H; 100% if 2H); prior-year unpaid bonus; 24 months COBRA reimbursement (potential tax gross‑up only for COBRA cash reimbursement continuity); immediate vesting of all restricted equity . |
| Change-in-Control (CIC) Plan (Double Trigger) | Cash severance 150% of (salary + target bonus); 18 months health; full and immediate vesting of all outstanding unvested equity . |
| CIC Retention Bonus | $250,000 at closing and $250,000 at six months post‑close (subject to continued employment or qualifying involuntary termination); 280G cutback provision applies . |
| Non-Compete/Non-Solicit | One year post-termination non‑compete and non‑solicit (per agreement terms) . |
| Retirement Provision | For FY2025 grants and onward: full vest of time-vested RSUs; pro‑rated PSUs remain eligible to vest based on actual performance; Goldstein met retirement age/service criteria as of Mar 31, 2025 . |
Potential Payments (as of Mar 31, 2025 trigger):
| Scenario | Total ($) | Components |
|---|---|---|
| Termination Without Cause | 38,450,528 | Salary $2,000,000; Continuation of medical $18,484; Accelerated equity $31,932,044; Bonus $4,500,000 . |
| Death or Disability | 33,432,044 | Accelerated equity $31,932,044; Bonus $1,500,000 . |
| CIC Termination Without Cause or for Good Reason | 38,950,528 | Salary $2,000,000; Continuation of medical $18,484; Accelerated equity $31,932,044; Bonus $4,500,000; CIC Stay Bonus $500,000 . |
| Retirement | 4,597,841 equity acceleration value (FY2025 awards) | Full vest of TB RSUs; pro‑rated PSUs at target . |
Compensation Structure Analysis
- High at-risk pay mix aligned to performance: Annual bonus fully metrics-based (Adjusted EBITDA); LTI two‑thirds performance RSUs with rigorous TSR thresholds and added RCS to reflect strategic revenue durability and mobile/online engagement .
- Strong governance: Clawback, anti-hedging/pledging, double-trigger CIC vesting, ownership requirements (3x salary), independent consultant (FW Cook), and shareholder engagement underpin design; 86% say-on-pay support (2024) indicates investor acceptance .
- Equity cadence and retirement eligibility: Time-based quarterly vesting plus multi‑year PSU cliffs create identifiable vest dates (potential selling windows), with retirement provision accelerating TB RSUs and maintaining PSU participation pro‑rata .
Say‑on‑Pay & Shareholder Feedback
| Item | Detail |
|---|---|
| Say‑on‑Pay Support (2024) | 86% approval post‑outreach and program changes (longer performance periods; more performance-based equity; added RCS metric; enhanced disclosure) . |
| Engagement Scope | Contacted ~58.6% of outstanding shares; engaged ~32.9%; director-led ~26.5% . |
Expertise & Qualifications
- CPA; extensive finance leadership in software, entertainment, retail, and apparel; public company finance and investor relations oversight .
- Board-level audit committee experience (Phreesia) enhances governance and controls expertise .
Work History & Career Trajectory
| Employer | Role | Timeframe |
|---|---|---|
| Take‑Two Interactive | CFO | Jun 2007–present |
| Take‑Two Interactive | SVP Finance | Nov 2003–Jun 2007 |
| Nautica Enterprises | VP Finance & Business Development | N/A |
| Grant Thornton LLP | Audit & Reorganization | N/A |
Equity Ownership & Vesting Schedule Detail (Selected)
| Grant | Type | Target/Max RSUs | Vest Date(s) |
|---|---|---|---|
| Jun 1, 2024 (FY2025 LTI) | Time-based | 13,791 | 25% on Jun 1, 2025; remaining in 12 quarterly installments starting Sep 1, 2025 . |
| Jun 1, 2024 (FY2025 LTI) | Performance (75% TSR / 25% RCS) | 27,622 / 55,244 | 100% cliff on Jun 1, 2027 (3‑year performance period ending Mar 31, 2027) . |
| Jun 1, 2023 (prior LTI) | Time-based / Performance | 8,937 TB; 63,640 PB | TB quarterly schedule post anniversary; PSUs cliff on year 3 . |
| Jun 1, 2022 (prior LTI) | Time-based / Performance | 5,205 TB; 66,700 PB | TB quarterly schedule; PSUs cliff vest (3-year period) . |
| FY2025 PSU results | Vested/Forfeited | 15,206 vested; 13,078 forfeited | Vested on May 31, 2024 (FY2021/FY2022 grants performance outcomes) . |
Compensation Peer Group (FY2025 context)
EA, Playtika, Roblox; Booking, eBay, Expedia, Match, Peloton, Roku, Sirius XM; Fox, Hasbro, Mattel, Paramount, Warner Music; DraftKings added; Activision removed post take-private .
Investment Implications
- Alignment and retention: Goldstein’s package is heavily performance‑linked (Adjusted EBITDA, TSR, RCS) with rigorous vesting; stock ownership requirements and anti‑hedging/pledging support long‑term alignment. Her contract through FY2026 with substantial severance/CIC protections and retirement-eligible status reduces near-term retention risk while creating defined vesting windows that can influence insider selling pressure around cliff dates (e.g., Jun 1, 2027) .
- Governance quality: Clawback, double‑trigger CIC, no option repricing, and strong shareholder engagement (86% say‑on‑pay) mitigate pay inflation and agency risk; added RCS in NEO awards signals confidence in recurring monetization from online/mobile franchises, a positive for valuation durability .
- Signal watch: Track PSU measurement periods (TSR vs Nasdaq‑100; RCS thresholds) and scheduled vesting dates for potential supply impacts; monitor any 10b5‑1 filings and Section 16 activity alongside performance outcomes to anticipate selling pressure and read‑throughs on execution in RCS and TSR .