LaVerne Srinivasan
TAKE TWO INTERACTIVE SOFTWAREAbout LaVerne Srinivasan
LaVerne Srinivasan (age 63) has served on Take-Two’s Board since March 2017 and has been Lead Independent Director since September 2023, bringing deep experience in technology-enabled education, human capital, and marketing; she is Vice President and Program Director for Education at the Carnegie Corporation of New York (since 2014) and holds a BA and JD from Harvard University . She beneficially owns 11,026 TTWO shares and is an independent director under Nasdaq rules . As Lead Independent Director, she presides over executive sessions, develops agendas with the Chair, coordinates feedback, manages conflict-of-interest matters among directors, and engages regularly with management; she also oversees the ZMC management agreement on behalf of the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fiero Now (edtech) | Co-Founder | 2012–2014 | Early-stage edtech operating experience |
| NYC Department of Education | Deputy Chancellor | 2003–2006 | Large-scale public sector leadership |
| BMG Entertainment | Various roles incl. SVP & General Counsel | 1993–2003 | Entertainment industry, legal/GC background |
| Time to Know; Education Champions for All; New Leaders for New Schools | Senior roles (education reform/edtech) | Not disclosed | Human capital and education transformation expertise |
External Roles
| Organization | Type | Role | Tenure/Notes |
|---|---|---|---|
| Carnegie Corporation of New York | Philanthropy/Foundation | Vice President; Program Director, Education | Since 2014; oversees grantmaking and innovation in K-12 education |
| College Promise Campaign (national advisory board) | Non-profit | Advisor | Current |
| National Education Equity Lab (advisory board) | Non-profit | Advisor | Current |
| EdTech Evidence Exchange (advisory board) | Non-profit | Advisor | Current |
| Global Science of Learning for Education Network (advisory board) | Non-profit | Advisor | Current |
| Grant Makers for Educations (advisory board) | Non-profit | Advisor | Current |
| Educational Testing Service (advisory board) | Non-profit | Advisor | Current |
| Global Cities, Inc. (advisory board) | Non-profit | Advisor | Current |
| Public company boards | Public company | None | No current additional public directorships |
Board Governance
- Independence and leadership: The Board classifies Ms. Srinivasan as an independent director; she has served as Lead Independent Director since September 2023 and chairs the Executive Committee (members: Srinivasan (Chair), Dornemann, Zelnick) .
- Committee structure: Board committees are fully independent (Audit; Compensation; Corporate Governance). Srinivasan rotated off the Corporate Governance Committee in September 2023 as part of refreshment when she became Lead Independent Director and Executive Committee Chair .
- Attendance and engagement: The Board held nine meetings in FY2025; all incumbent directors attended at least 75% of Board and committee meetings in aggregate. All incumbent director nominees attended the September 2024 annual shareholder meeting. Independent directors met in executive session nine times during FY2025 .
- Lead Independent Director responsibilities: Presides when the Chair is absent, convenes independent sessions, co-develops agendas, coordinates feedback, engages directly with shareholders as appropriate, and handles director conflict-of-interest matters .
- Ownership guidelines: Non-employee directors must own shares equal to 5x the annual cash retainer; each non-employee director exceeded the requirement as of the record date .
- Outside directorship cap: Policy limits directors to no more than three other public boards .
Fixed Compensation
Director compensation policy (non-employee directors):
| Component | Value under current policy | Notes |
|---|---|---|
| Annual Retainer | $300,000 | $235,000 restricted stock / $65,000 cash; directors may elect up to 100% in restricted stock; granted quarterly; vests after one year |
| Lead Independent Director additional fees | $200,000 | $100,000 restricted stock / $100,000 cash |
| Audit Committee | Chair: $40,000; Member: $20,000 | — |
| Compensation Committee | Chair: $30,000; Member: $15,000 | — |
| Corporate Governance Committee | Chair: $20,000 (increasing to $30,000 for FY2026); Member: $10,000 | FY2026 chair fee increase approved Dec 2024 |
| Executive Committee | Chair: N/A; Other independent members: $25,000 | Lead Independent Director serves as Chair for no additional fee |
| Annual cap (cash + equity) | $750,000 | Cap for non-employee directors; exceptions only for non-exec chair or extraordinary circumstances |
FY2025 actual for LaVerne Srinivasan:
| Metric (FY2025) | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $165,000 |
| Stock Awards ($, grant date fair value) | $362,438 |
| Total ($) | $527,438 |
Notes: Directors’ restricted stock is granted quarterly (fifth trading day after 10-K/10-Q filings) and vests on the first anniversary of grant; directors can elect to receive up to 100% of retainers/fees in restricted stock .
Performance Compensation
Director equity awards are time-based restricted stock (no performance metrics) with annual limits and clawback/change-in-control protections:
| Feature | Detail |
|---|---|
| Equity type | Restricted stock (time-based) for non-employee directors |
| Grant timing | Quarterly in equal installments, post 10-K/10-Q (5th trading day) |
| Vesting | 1-year from grant date |
| Elections | Up to 100% of retainer/fees may be taken in restricted stock |
| Annual cap | $750,000 total cash + equity value for non-employee directors |
| Clawback | Plan includes clawback provisions |
| Change-in-control | Double-trigger acceleration for equity assumed/substituted; no discounted options/SARs and no repricing without shareholder approval |
| Minimum vesting | Options/SARs minimum 1-year vesting (plan-wide) |
Other Directorships & Interlocks
| Company/Organization | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Public company boards | Public | None | No current additional public boards (minimizes interlocks) |
| Carnegie Corporation; education advisory boards (multiple) | Non-profit | VP/Program Director; Advisor | No disclosed related-party transactions with TTWO involving these entities |
Expertise & Qualifications
- Education: BA, Harvard College; JD, Harvard Law School .
- Domain expertise: Technology in education and entertainment; human capital management; marketing leadership .
- Board qualifications: Active, empowered Lead Independent Director with explicit conflict-management remit and agenda-setting authority; regular engagement with CEO/CFO/CLO .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficially owned TTWO shares | 11,026 shares (<1% of outstanding) |
| Unvested restricted stock awards (as of Mar 31, 2025) | 2,097 shares |
| Ownership guideline | Must hold 5x annual cash retainer; all non-employee directors exceeded as of record date |
| Section 16(a) compliance | Company believes all directors filed timely in FY2025 |
Governance Assessment
-
Strengths:
- Independent Lead Director since 2023 with robust authority over agendas, executive sessions, shareholder communication, and conflict-of-interest handling—mitigating risks from combined Chair/CEO structure .
- Clear independence, consistent attendance (≥75%), and active engagement (all nominees attended 2024 AGM; nine independent executive sessions in FY2025) support board effectiveness .
- Director pay structure emphasizes equity alignment (quarterly RS grants; 1-year vest; option to take 100% of fees in stock) with a $750k annual cap and clawback/double-trigger CIC protections—shareholder-friendly features .
- Exceeds ownership guidelines, with disclosed beneficial ownership and unvested RS awards indicating ongoing alignment .
-
Potential risks and how they’re addressed:
- Combined Executive Chairman/CEO role elevates the importance of the LID; Srinivasan’s explicit responsibilities and frequent management engagement help counterbalance this governance risk .
- ZMC management agreement and related oversight could pose perceived conflicts; the proxy specifically notes the Lead Independent Director’s oversight role of this agreement, and the company reports no material related-party transactions in FY2025 beyond disclosed items reviewed by independent directors .
- Significant shareholder (Public Investment Fund) and Qiddiya collaboration (commitment fee ~$1.2 million in FY2025) monitored through board policies; transaction reviewed/approved/ratified per related-person policy .
-
RED FLAGS:
- None disclosed regarding attendance shortfalls, pledging, hedging, undisclosed related-party transactions, or option repricings; Section 16(a) compliance reported timely for FY2025 .