Susan Tolson
TAKE TWO INTERACTIVE SOFTWAREAbout Susan Tolson
Independent Director at Take-Two Interactive (TTWO); age 63; director since March 2014. She chairs the Audit Committee and is designated an “audit committee financial expert.” Education: BA, Smith College; MBA, Harvard Business School. Prior roles include Senior Vice President and Portfolio Manager at Capital Research and Management Company (1990–2010) and Investment Officer at Aetna Investment Management Company, focused on media and entertainment private investments .
Past Roles
| Organization | Role | Tenure/Notes | Committees/Impact |
|---|---|---|---|
| Capital Research and Management Company / Capital Research Company | Senior Vice President; Portfolio Manager | 1990–2010 | Financial/investment leadership |
| Aetna Investment Management Company | Investment Officer | Prior to joining Capital Research; media/entertainment private investments | Transactional investing experience |
| Groupe Lagardère | Director; Audit Committee member | Until July 2021 | Governance and audit oversight |
| American Cinematheque | Director; Audit Committee member | Until May 2018 | Audit governance |
| The American University of Paris | Trustee; Business Affairs Committee | Until 2014 | Institutional governance |
| American Media | Director; Audit Committee member | Until 2014 | Audit governance |
External Roles
| Organization | Role | Status | Committees/Notes |
|---|---|---|---|
| OUTFRONT Media Inc. | Director | Current | Public company directorship |
| Worldline E-Payments Services | Director; Audit Committee | Prior (until June 2023) | Ended in 2023 |
Board Governance
- Independence: Board determined Ms. Tolson is an independent director under Nasdaq rules .
- Committee assignments: Audit Committee (Chair); the Audit Committee members are Ms. Tolson (Chair), Ms. Siminoff, and Mr. Viera .
- Audit Committee financial expert: Board determined Ms. Tolson (and Mr. Viera) qualify as “audit committee financial experts” under federal securities laws .
- Attendance: In fiscal 2025, the Board met 9 times; each incumbent director attended at least 75% in aggregate of Board and applicable committee meetings .
- Committee activity: In fiscal 2025, meetings held—Compensation 6; Corporate Governance 5; Audit 5; Executive 4 .
- Executive sessions: Independent directors met in executive session on nine occasions during fiscal 2025 .
Fixed Compensation (Director Pay)
| Component | Structure/Values | Vesting/Notes |
|---|---|---|
| Annual retainer | $300,000 ($235,000 restricted stock + $65,000 cash) | Restricted stock granted quarterly; vests on first anniversary; directors may elect up to 100% of retainer/fees in stock |
| Lead Independent Director premium | $200,000 ($100,000 stock + $100,000 cash) | For Lead Independent Director (not applicable to Tolson) |
| Committee chair fees | Audit Chair: $40,000; Compensation Chair: $30,000; Corporate Governance Chair: $20,000 (rising to $30,000 effective fiscal 2026) | Cash unless elected into stock |
| Committee member fees | Audit: $20,000; Compensation: $15,000; Corporate Governance: $10,000; Executive Committee independent members: $25,000 | Cash unless elected into stock |
| Plan limits | Non-employee director annual total (cash + equity) generally capped at $750,000 | Under 2017 Plan |
| Director Compensation – Fiscal 2025 | Fees Earned (Cash) | Stock Awards (Grant-Date FV) | Total |
|---|---|---|---|
| Susan Tolson | $105,000 | $253,881 | $358,881 |
| Notes | Includes committee fees | Restricted stock under policy above | ASC 718 grant-date values |
Performance Compensation (Director Equity)
| Equity Element | Metric/Terms | Vesting |
|---|---|---|
| Restricted stock (director program) | Time-based; no performance metrics | Grants in quarterly installments; vest on first anniversary |
The 2017 Stock Incentive Plan includes clawback provisions, minimum vesting for certain awards, no dividend equivalents on unvested awards, and prohibits option/SAR repricing without shareholder approval .
Other Directorships & Interlocks
- Current public boards: OUTFRONT Media Inc. .
- Prior public company boards: Worldline E-Payments Services (until June 2023), Groupe Lagardère (until July 2021) .
- Interlocks/conflicts: No related-party transactions involving Ms. Tolson disclosed. Company disclosed only ZMC management agreement and a Qiddiya Investment Company collaboration tied to a >5% shareholder; Board policy requires independent review of related person transactions .
Expertise & Qualifications
- Financial/investment executive with >20 years’ experience (Capital Group), designated audit committee financial expert .
- Education: BA, Smith College; MBA, Harvard Business School .
- Sector knowledge: Prior media/entertainment investing and multiple audit committee roles across organizations .
Equity Ownership
| Ownership Item | Detail |
|---|---|
| Beneficial ownership (TTWO common) | 30,901 shares; less than 1% of outstanding |
| Unvested director restricted stock (as of March 31, 2025) | 1,469 shares outstanding/unvested |
| Stock ownership guideline (directors) | Required to own shares equal to 5x annual cash retainer; each non-employee director owned shares in excess of requirements as of the record date |
| Hedging/pledging | Anti-hedging and anti-pledging policy; directors may not pledge company stock; none of the directors or executive officers has pledged shares |
| Section 16 compliance | Fiscal 2025: all reporting timely; Fiscal 2024: exceptions noted only for two executives (not Ms. Tolson) |
Governance Assessment
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Strengths (investor confidence signals)
- Long-standing independent director with deep buy-side and audit oversight credentials; Audit Committee Chair and audit committee financial expert designation support robust financial oversight .
- Strong alignment: meaningful personal shareholding, ownership guideline compliance, no pledging/hedging; director equity pays primarily in stock with one-year vesting .
- Board processes: regular executive sessions of independent directors; high attendance; majority independent board; committee structures fully independent .
- Shareholder alignment: say-on-pay approved with 86% support in 2024 after extensive outreach with director participation .
-
Watch items
- Multiple external commitments: subject to TTWO’s policy (max three outside public boards); currently within policy (1 current public board noted) .
- Related-party/preferential relationships: none disclosed for Ms. Tolson; continue monitoring annual related party disclosures .
-
Compensation structure observations
- Director pay split between stock and cash with committee chair fees; within plan caps and market norms; equity is time-based (no performance metric), but ownership guidelines and anti-hedging/pledging help mitigate risk of misalignment .
Overall, Ms. Tolson’s profile, committee leadership, and compliance with alignment policies support board effectiveness and investor confidence, with no red flags identified in attendance, independence, related-party exposure, or trading compliance for fiscal 2025 .