Michael Sheresky
TAKE TWO INTERACTIVE SOFTWAREAbout Michael Sheresky
Independent director of Take-Two Interactive since March 2007; age 57. Partner at United Talent Agency (UTA) since June 2009; prior Senior Vice President at William Morris Agency. Education: BA, Vassar College; MBA, Harvard Business School. Current committee roles: Chair, Compensation Committee; Member, Corporate Governance Committee; beneficial owner of 64,940 TTWO shares. The Board has determined he is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| William Morris Agency | Senior Vice President, Motion Picture Department | 1992–1995; 1997–May 2009 | Represented authors, journalists, screenwriters, directors, producers, actors; negotiation and talent development expertise applied to TTWO board oversight |
| UTA (United Talent Agency) | Motion Picture Talent Agent; Partner | June 2009–present | Structuring projects/deals in film/TV development, production, distribution; informs TTWO compensation and talent oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| United Talent Agency | Partner (Motion Picture Talent Agent) | June 2009–present | Entertainment deal structuring experience |
| Other public company directorships | None | N/A | No current public boards; aligns with TTWO outside directorship policy cap of ≤3 other boards |
Board Governance
- Committee assignments: Compensation Committee Chair; Corporate Governance Committee member. He rotated off the Executive Committee effective Oct 1, 2024 and will rotate off the Corporate Governance Committee after the 2025 Annual Meeting as part of refreshment. Meetings in fiscal 2025: Compensation Committee 6; Corporate Governance 5.
- Independence: Board determined Sheresky is “independent.”
- Attendance: Board held 9 meetings in fiscal 2025; all incumbent directors attended ≥75% of aggregate Board/committee meetings; all director nominees attended the September 2024 annual meeting.
- Lead Independent Director: Not applicable to Sheresky; LaVerne Srinivasan serves as LID, with defined responsibilities and regular executive sessions.
Fixed Compensation
| Component (FY 2025) | Amount (USD) | Detail |
|---|---|---|
| Fees earned or paid in cash | $117,500 | Cash portion of annual retainer and committee chair/member fees |
| Stock awards (grant-date fair value) | $253,881 | Restricted stock grants in quarterly installments; vests 1 year from grant date |
| Total director compensation | $371,381 | Sum of cash and stock awards |
TTWO non-employee director compensation policy (reference amounts):
- Annual retainer: $300,000 ($235,000 restricted stock; $65,000 cash); directors may elect up to 100% stock.
- Committee chair/member fees: Audit Chair $40,000/member $20,000; Compensation Chair $30,000/member $15,000; Corporate Governance Chair $20,000 (increasing to $30,000 in fiscal 2026)/member $10,000; Executive Committee other independent members $25,000; Lead Independent Director additional $200,000 ($100,000 stock/$100,000 cash).
- Annual cap: Non-employee director cash + equity ≤$750,000 (absent extraordinary circumstances).
Performance Compensation
| Element | Metric | Vesting/Measurement | Notes |
|---|---|---|---|
| Restricted stock (directors) | None (time-based) | Quarterly grants; vest on first anniversary of grant | Directors can elect stock for retainer/fees; no options; no dividends on unvested awards; plan has clawback provisions |
| Performance-based components | Not applicable | N/A | TTWO does not tie non-employee director pay to financial/ESG metrics; the $750,000 annual cap applies |
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Current public company boards | None |
| Compensation Committee interlocks | None; no TTWO execs served on other entities’ comp committees/boards with interlocks; no member had transactions >$120,000 with TTWO in FY25 |
Expertise & Qualifications
- Negotiation and talent compensation expertise from decades in entertainment agency roles; relevant to managing and incentivizing creative talent.
- MBA-level financial and strategic training (Harvard Business School), BA Vassar College.
- Governance experience: Chairs Compensation Committee; contributes to Corporate Governance Committee.
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 64,940 shares | As disclosed in director biography |
| Unvested restricted stock (as of Mar 31, 2025) | 1,469 shares | Outstanding unvested awards count |
| Ownership guideline | 5× annual cash retainer | Each non-employee director owned shares in excess of guidelines as of record date |
| Hedging/pledging | Prohibited; none pledged | Anti-hedging and anti-pledging policies; no director/officer has pledged TTWO stock |
Governance Assessment
- Strengths: Independent director since 2007; Chairs Compensation Committee overseeing pay-for-performance frameworks (TSR and RCS metrics) for NEOs; strong attendance; no related-party transactions or interlocks; complies with robust anti-hedging/anti-pledging policies and stock ownership guidelines.
- Board refreshment: Planned rotations—including Sheresky stepping off the Corporate Governance Committee after the 2025 meeting—demonstrate active refreshment and balanced leadership turnover.
- RED FLAGS: None disclosed specific to Sheresky—no related-party transactions, no pledging, and independence confirmed; note that TTWO’s executive management agreement with ZMC entails significant CEO/President pay complexity, with the Compensation Committee responsible for oversight and disclosures (contextual governance sensitivity rather than a Sheresky-specific conflict).