Paul Viera
TAKE TWO INTERACTIVE SOFTWAREAbout Paul Viera
Paul Viera (age 66) has served as an independent director of Take-Two since May 2018. He is Founder and CEO of Earnest Partners, overseeing more than $20 billion across institutional clients, and brings deep financial acumen to TTWO’s Audit Committee, where he is designated an “audit committee financial expert.” He holds a BA from the University of Michigan and an MBA from Harvard Business School, and beneficially owns 90,665 TTWO shares (less than 1% of outstanding) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Earnest Partners LLC | Founder & CEO | Since 1998 | Led investment firm overseeing >$20B; financial leadership and market expertise |
| Invesco | Global Partner; Senior member of investment team | Not disclosed | Global investment management experience |
| Bankers Trust (NY & London) | Vice President | Not disclosed | Capital markets and banking experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Woodruff Arts Center (Atlanta) | Trustee; Investment Committee | Not disclosed | Oversight of investments |
| CBH Electronic Research Ltd. | Board Member | Not disclosed | Governance oversight |
| DeepCare | Board Member | Not disclosed | Governance oversight |
| Harvard Business School | Board of Dean’s Advisors | Not disclosed | Academic advisory |
| Council on Foreign Relations | Member | Not disclosed | Policy and global affairs engagement |
| Carter Center | Board of Councilors | Not disclosed | Non-profit governance |
| National Center for Human & Civil Rights | Board Member | Not disclosed | Non-profit governance |
| Univ. of Michigan School of Information | External Advisory Board | Not disclosed | Academic advisory |
| Current Public Company Boards | None | — | — |
Board Governance
- Committee assignments: Audit Committee member; designated Audit Committee Financial Expert .
- Independence: Board determined Viera is independent under Nasdaq rules .
- Attendance: Board held 9 meetings in FY2025; all incumbent directors attended ≥75% of aggregate board/committee meetings. All director nominees attended the September 2024 annual shareholder meeting; independent directors met in executive session 9 times in FY2025 .
- Audit oversight: Signed FY2025 Audit Committee report with chair Susan Tolson and Ellen Siminoff; reviewed financial statements, internal controls, and auditor independence (EY appointed) .
Fixed Compensation
| Component | Fiscal 2025 Amount | Notes |
|---|---|---|
| Annual retainer (cash portion) | $65,000 | Standard cash portion of $300,000 retainer ($235,000 RS; $65,000 cash) |
| Audit Committee member fee | $20,000 | Non-chair member fee |
| Fees earned or paid in cash (reported) | $85,000 | Viera elected to receive all fees in stock; amounts still reported in “cash” per SEC presentation |
Performance Compensation
| Metric | Applies to Director Compensation? | Details |
|---|---|---|
| Performance-based bonus or PSU metrics | No | TTWO director pay consists of retainer and committee fees plus equity retainer; no disclosed performance metrics for directors . |
Quarterly equity grants (for elected stock retainer/fees):
- 144 shares granted on May 30, 2024; grant-date fair value $23,008
- 143 shares granted on Aug 16, 2024; grant-date fair value $21,441
- 131 shares granted on Nov 14, 2024; grant-date fair value $23,774
- 112 shares granted on Feb 14, 2025; grant-date fair value $23,381
Director stock awards (annual equity retainer):
- Stock awards (grant-date fair value): $253,881; total director compensation $338,881 in FY2025 .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None |
| TTWO committee interlocks | Compensation Committee membership includes Sheresky (Chair), Dornemann, Hernandez, Moses; none were officers, and no interlocks/insider participation disclosed in FY2025 |
| Outside Directorship Policy | TTWO directors limited to ≤3 other public boards; annual review of commitments |
Expertise & Qualifications
- Financial/investment expertise; Audit Committee Financial Expert designation .
- CEO experience leading multi-asset institutional investment firm .
- Global markets and banking experience (Bankers Trust, Invesco) .
- Broad non-profit/academic governance roles (HBS, CFR, Carter Center, etc.) .
Equity Ownership
| Ownership Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 90,665 shares; <1% outstanding | |
| Unvested restricted stock (as of Mar 31, 2025) | 1,469 shares | |
| Shares held via trust | 75,000 shares held by The PEV Revocable Living Trust; purchased on open market in Aug 2018 | |
| Stock ownership guideline | Required ≥5x annual cash retainer; all directors in compliance as of record date | |
| Anti-pledging/hedging | Prohibits pledging; prohibits shorts, derivatives; none of directors/officers have pledged shares |
Governance Assessment
- Alignment and independence: Viera’s election to receive 100% of retainer/fees in stock increases alignment; he meets share ownership guidelines and is subject to strong anti-hedging/anti-pledging policies .
- Committee effectiveness: As Audit Committee member and designated financial expert, he contributes to oversight of financial reporting, internal controls, cybersecurity, and data security; Audit Committee issued FY2025 report and maintains quarterly cybersecurity updates via management .
- Conflicts and related-party exposure: No related-party transactions involving Viera or Earnest Partners disclosed; TTWO maintains director conflict-of-interest guidelines and majority voting/resignation policies for director elections .
- Engagement/attendance signals: Board-wide attendance ≥75%, full attendance at 2024 annual meeting by nominees, and active independent director executive sessions point to engaged oversight .
- Director compensation: Standardized structure with caps and annual limits; maximum director compensation (cash + equity) capped at $750,000 absent extraordinary circumstances; equity vests after one year and can be elected up to 100% of fees—supports long-term alignment without pay-for-performance distortions for directors .
RED FLAGS: None disclosed for Viera. No pledging, no related-party transactions, no attendance shortfalls reported, and compensation is within policy caps .