Michael Dornemann
TAKE TWO INTERACTIVE SOFTWAREAbout Michael Dornemann
Michael Dornemann (age 79) has served as an independent director of Take-Two since March 2007. He is currently a member of the Executive Committee and Compensation Committee, and previously served as Lead Independent Director until September 2023. Dornemann is a former executive board member of Bertelsmann AG (16 years) and Chairman/CEO of Bertelsmann Entertainment; earlier roles include IBM and Boston Consulting Group. He holds an MBA and PhD from Technical University Berlin; he is a beneficial owner of 21,694 shares of TTWO common stock .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bertelsmann AG | Executive Board Member | 16 years (prior to 2001) | Oversight of music and TV divisions (BMG & RTL Group) |
| Bertelsmann Entertainment (BMG/RTL Group) | Chairman & CEO | Prior to 2001 | Led global entertainment operations |
| IBM | Managerial positions | Not disclosed | Technology and operations experience |
| Boston Consulting Group | Consultant | Not disclosed | Strategy and advisory expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Jet Set AG (Switzerland) | Chairman | Until 2009 | Fashion company |
| Columbia Music Entertainment (Japan) | Director | Until 2010 | Music company |
| Access Worldwide Communications | Vice-Chairman; Audit & Compensation Committee Member | Until 2013 | Governance and oversight experience |
| Additional public directorships (current) | None | — | No current public boards |
Board Governance
- Independence: Determined independent under Nasdaq rules; not management-affiliated .
- Committee assignments (current): Executive Committee (member); Compensation Committee (member). Dornemann rotated off the Corporate Governance and Audit Committees effective October 1, 2024 .
- Executive Committee composition and leadership: Lead Independent Director (Chair); members include Srinivasan (Chair), Dornemann, Zelnick; met 4 times in fiscal 2025 .
- Committee meeting counts (fiscal 2025): Compensation (6), Corporate Governance (5), Audit (5), Executive (4) .
- Board attendance: The Board held 9 meetings; each incumbent director attended at least 75% of aggregate meetings of the Board and committees served. All incumbent nominees attended the September 2024 annual shareholder meeting .
- Executive sessions: Independent directors met in executive session 9 times in fiscal 2025 .
Fixed Compensation
| Fiscal Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2025 | 120,000 | 253,881 | 373,881 |
Director compensation policy (indicative values):
- Annual retainer: $300,000 ($235,000 restricted stock; $65,000 cash)
- Committee fees: Audit chair $40,000; Audit member $20,000; Compensation chair $30,000; Compensation member $15,000; Corporate Governance chair $20,000 (increasing to $30,000 effective fiscal 2026); CG member $10,000; Executive Committee independent members $25,000; Executive Committee chair (Lead Independent) no additional fee
- Annual limit on director cash+equity: $750,000 (subject to limited exceptions)
Performance Compensation
- TTWO non-employee director equity is granted as restricted stock that vests time-based (quarterly grants vest on first anniversary); there are no performance-based director equity metrics disclosed .
- As of March 31, 2025, Dornemann held 1,469 outstanding unvested restricted stock awards .
Other Directorships & Interlocks
- Current public boards: None .
- Prior public/private boards: Jet Set AG (Chairman), Columbia Music Entertainment (Director), Access Worldwide Communications (Vice-Chairman; Audit & Compensation committees) .
- Compensation Committee interlocks: During fiscal 2025, no compensation committee member (including Dornemann) was a company officer/employee, had a material interest in a Company transaction >$120,000, or had interlocking relationships with other companies’ compensation committees .
Expertise & Qualifications
- Key qualifications: Leadership, management, marketing, consulting; CEO experience at a major entertainment company (Bertelsmann). Deep media and fashion sector insights; strategy and corporate development background .
- Education: MBA and PhD, Technical University Berlin .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial Ownership | 21,694 shares |
| Unvested Restricted Stock (as of 3/31/2025) | 1,469 shares |
| Director Stock Ownership Guideline | 5x annual cash retainer; each non-employee director met/exceeded as of record date |
| Anti-hedging/pledging policy | Hedging and pledging prohibited; none of directors/executives has pledged shares |
Governance Assessment
- Committee influence and oversight: Dornemann’s seat on the Compensation Committee positions him within core pay governance (annual meetings: 6). Interlocks and related-party safeguards are strong (no material transactions; independent membership) — positive for investor confidence .
- Role evolution: Rotation off Audit and Corporate Governance committees (effective Oct 1, 2024) reduces direct involvement in financial reporting and ESG oversight; continued Executive Committee membership maintains strategic input alongside Chair/CEO — neutral-to-positive depending on board balance .
- Alignment and incentives: Director pay mix combines cash and equity with capped annual limits; ownership guideline (5x cash retainer) and anti-pledging/hedging support alignment. Dornemann exceeds ownership requirements and holds unvested equity — positive alignment signal .
- Board independence and engagement: Independent status, executive sessions frequency (nine in fiscal 2025), and ≥75% attendance standard (met by incumbents) indicate functioning independent oversight; shareholder meeting attendance confirmed for 2024 — positive .
- RED FLAGS: None disclosed specific to Dornemann. No related-party transactions, no pledging, no performance-linked director equity that could encourage undue risk-taking. Monitor long tenure (since 2007) within board refreshment framework; succession and role rotations appear active .