Roland Hernandez
TAKE TWO INTERACTIVE SOFTWAREAbout Roland Hernandez
Independent director at Take-Two Interactive (TTWO) since September 2019; age 67. Founding Principal and CEO of Hernandez Media Ventures (since 2001). Former Chairman (1998–2000) and President/CEO (1995–2000) of Telemundo Group. Education: BA, Harvard College; JD, Harvard Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Telemundo Group, Inc. | Chairman | 1998–2000 | Not disclosed |
| Telemundo Group, Inc. | President & Chief Executive Officer | 1995–2000 | Not disclosed |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| U.S. Bancorp | Director | Current | Public company board |
| Fox Corporation | Director | Current | Public company board |
| Harvard Law School | Advisory Board Member | Current | Non-profit/academic |
Board Governance
- Committee assignments (current): Compensation Committee member .
- Committee leadership (effective after 2025 annual meeting): will join Corporate Governance Committee and serve as Chair; J. Moses steps down as Chair; M. Sheresky rotates off the committee .
- Independence: Board has determined Hernandez is “independent” under Nasdaq rules .
- Attendance: Board met 9 times in fiscal 2025; each incumbent director attended at least 75% of Board and committee meetings; all incumbent nominees attended the September 2024 annual meeting .
- Executive sessions: Independent directors met in executive session 9 times during fiscal 2025 .
- Outside directorship policy: TTWO limits directors to no more than three other public company boards; Hernandez serves on two (US Bancorp, Fox) and is within policy .
- Shareholder support: At the Sept 18, 2024 annual meeting, Hernandez received 143,028,609 votes “For,” 2,775,683 “Against,” and 94,686 “Abstain” .
Fixed Compensation
TTWO non-employee director pay program (FY2025 unless noted):
| Component | Value / Terms |
|---|---|
| Annual retainer | $300,000 total: $235,000 in restricted stock; $65,000 cash |
| Lead Independent Director additional fee | $200,000 total: $100,000 restricted stock; $100,000 cash |
| Committee fees – Audit | Chair: $40,000; Member: $20,000 |
| Committee fees – Compensation | Chair: $30,000; Member: $15,000 |
| Committee fees – Corporate Governance | Chair: $20,000 (increases to $30,000 effective fiscal 2026); Member: $10,000 |
| Executive Committee (independent members) | $25,000; Lead Independent Director chairs with no additional fee |
| Equity grant mechanics | Restricted stock granted quarterly; vests on 1st anniversary; # shares based on 30-trading-day avg price prior to grant date |
| Annual limit on director pay | Cash + equity capped at $750,000 per director per year (absent extraordinary circumstances) |
Notes: Non-employee directors may elect to receive up to 100% of retainer and committee fees in restricted stock . Director stock ownership guideline: 5x annual cash retainer .
Performance Compensation
- TTWO director equity grants are time-based restricted stock; no performance metrics apply to non-employee director equity grants .
- Reference metrics used by the Compensation Committee for executives (overseen by the committee on which Hernandez serves) include Adjusted EBITDA for annual incentives and Relative TSR/RCS for performance RSUs; the Compensation Committee engages independent consultant FW Cook and maintains a clawback policy and anti-hedging/anti-pledging rules .
| Director Equity Program Mechanics | Details |
|---|---|
| Vesting | Time-based; restricted stock vests after 1 year |
| Grant timing | Fifth trading day after 10-K/10-Q filing; quarterly installments |
| Share calculation | Dollar value divided by 30-day average closing price |
Other Directorships & Interlocks
| Company | Sector | Potential Interlock/Conflict with TTWO |
|---|---|---|
| U.S. Bancorp | Financials | None disclosed; no TTWO-related transactions reported involving Hernandez |
| Fox Corporation | Media | None disclosed; no TTWO-related transactions reported involving Hernandez |
Related-party transactions: TTWO disclosed no related-person transactions in fiscal 2024 involving directors/officers other than the ZMC management agreement and an Initial Collaboration Agreement with Qiddiya Investment Company (affiliated with the Public Investment Fund, a >5% shareholder); no disclosure implicates Hernandez .
Expertise & Qualifications
- Media and entertainment operating leadership (former Telemundo Chairman/CEO/President) .
- Broad public company governance experience (US Bancorp, Fox; prior MGM Resorts, Vail Resorts, Sony, Walmart) .
- Legal and strategic background; Harvard College BA and Harvard Law JD .
- Compensation governance participation: member, TTWO Compensation Committee; signatory to committee report (FY2025 and FY2024) .
Equity Ownership
| Metric | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|
| Beneficial ownership (shares) | 3,317 | 4,764 | 6,650 | 8,175 | 9,506 |
| Ownership % of outstanding | <1% | <1% | <1% | n/a | n/a |
Policies: Anti-hedging and anti-pledging policies prohibit short sales, derivatives, and pledging; none of TTWO’s directors or executive officers has pledged TTWO stock . Director stock ownership guideline requires 5x annual cash retainer .
Governance Assessment
- Strengths: Independent status; consistent engagement (≥75% attendance and annual meeting participation); service on Compensation Committee and designated future Chair of Corporate Governance Committee (enhances oversight of ESG, board refreshment, and policies); robust company-level anti-hedging/anti-pledging and clawback policies; director ownership guideline at 5x cash retainer .
- Alignment: Director pay is largely equity-based via time-vested restricted stock; optional election to take more pay in stock; annual limit on director compensation at $750k supports moderation .
- Potential risks: Multiple external directorships (two current) but within TTWO’s policy cap of three; no related-party or pledged-share red flags identified; rising director equity value should be monitored for concentration effects .
- Shareholder sentiment: Strong director re-election support in 2024 (143.0M For vs 2.8M Against) and company-wide Say-on-Pay support improved to 86% in 2024 after shareholder engagement—supportive backdrop for governance credibility .