William “Bing” Gordon
TAKE TWO INTERACTIVE SOFTWAREAbout William “Bing” Gordon
Independent director of Take-Two Interactive since May 2022; age 75. Partner at Kleiner Perkins since June 2008; previously co-founded Electronic Arts and served as EVP and Chief Creative Officer (1998–2008). Education: BA Yale University; MBA Stanford Graduate School of Business. Recognitions include the Academy of Interactive Arts & Sciences Lifetime Achievement Award (2011) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Electronic Arts (EA) | Co-founder; EVP & Chief Creative Officer | 1998–2008 | Led consumer-focused product development and marketing; creative leadership |
| Kleiner Perkins | Partner (venture capital) | Jun 2008–Present | Invests in and guides technology companies; board/advisor roles across tech/gaming |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Duolingo, Inc. | Director (public) | Current | Current public board service |
| Amazon.com, Inc. | Director; later Special Advisor to board | Director: 2003–Jan 2018; Advisor until Apr 2023 | Large-cap tech governance exposure |
| Truecaller AB | Director (public) | 2020–Mar 2024 | Telecom/consumer app experience |
| Zynga Inc. | Director (public) | 2008–May 2022 | Joined TTWO via Zynga acquisition; prior consulting relationship |
| Various private companies (Dreamscape, Flipboard, Aura, etc.) | Director/Advisor | Ongoing | VR, media, safety, AI/robotics, insurance |
Board Governance
- Committee assignments: None; not a member of Audit, Compensation, Corporate Governance, or Executive Committees .
- Independence: Board determined he is independent under Nasdaq rules as of June 15, 2025, following the termination of a pre-existing Zynga consulting agreement (terminated June 15, 2022) .
- Attendance: All incumbent nominees attended the Sept 2024 annual meeting; Board held nine meetings in FY2025, and each incumbent director attended at least 75% of Board/committee meetings served .
- Lead Independent Director: Not applicable (role held by LaVerne Srinivasan since Sept 2023) .
Fixed Compensation
| Component | Policy Value | Notes |
|---|---|---|
| Annual Board Retainer | $300,000 | $235,000 in restricted stock; $65,000 cash (directors may elect up to 100% in stock) |
| Committee Fees | Audit: Chair $40k; member $20k | Compensation: Chair $30k; member $15k. Corporate Governance: Chair $20k (raised to $30k for FY2026); member $10k. Executive Committee independent members $25k; Chair (LID) no additional fee |
| FY2025 Gordon compensation | Total $318,881 | Reported as $65,000 “fees earned” and $253,881 stock awards; he elected to receive 100% of fees in stock (SEC presentation shows fees in cash column) |
Quarterly director grant detail (Gordon FY2025):
| Grant Date | Shares Granted | Grant Date Fair Value ($) |
|---|---|---|
| May 30, 2024 | 110 | $17,576 |
| Aug 16, 2024 | 109 | $16,343 |
| Nov 14, 2024 | 100 | $18,148 |
| Feb 14, 2025 | 85 | $17,745 |
Performance Compensation
- Director equity is time-based restricted stock; no performance-linked metrics, options, or bonus for directors. Vesting: quarterly grants vest on first anniversary of grant date under the 2017 Plan; dividends not paid on unvested awards .
Other Directorships & Interlocks
| Company | Type | Overlap/Interlock Risk |
|---|---|---|
| Duolingo | Public | No disclosed TTWO business ties |
| Zynga (prior) | Public | TTWO acquired Zynga in May 2022; prior consulting relationship ended June 15, 2022; independence affirmed as of June 15, 2025 |
| Amazon (prior) | Public | No disclosed TTWO transactions |
| Truecaller (prior) | Public | No disclosed TTWO transactions |
Expertise & Qualifications
- Game industry and creative leadership; product development and marketing; board and governance experience at major tech/media firms; venture investor guiding technology companies .
- Education: BA Yale; MBA Stanford GSB .
- Industry recognition: AIAS Lifetime Achievement (2011); endowed chair in game design at USC School of Cinematic Arts .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (common stock) | 60,573 shares; <1% of outstanding |
| Unvested director restricted stock outstanding (as of Mar 31, 2025) | 1,469 shares |
| Anti-hedging/pledging policy | Company prohibits hedging, short sales, options on TTWO securities; directors may not pledge shares; none have pledged |
| Director stock ownership guideline | 5x annual cash retainer; all directors in compliance as of record date |
Governance Assessment
- Alignment: Elected to take 100% of fees in stock, increasing ownership alignment with shareholders; compliant with 5x retainer ownership guideline .
- Independence & conflicts: Independence effective June 15, 2025 mitigates prior non-independence tied to Zynga consulting; monitor any residual relationships given TTWO-Zynga integration history (no related-party transactions disclosed involving Gordon) .
- Engagement: Attendance thresholds met; participation in annual meeting; Board practices include executive sessions (nine in FY2025) and annual evaluations .
- Compensation risk: Director pay structure balanced (cash + equity) with annual limits and no options/repricing; dividends not paid on unvested awards; strong clawback and anti-hedging policies .
- Shareholder sentiment: Say-on-pay received 86% approval at 2024 meeting; Board conducts extensive shareholder outreach and rotates committee leadership to refresh governance .
Insider Trades and Reporting
| Item | Status |
|---|---|
| Section 16(a) ownership reporting (FY2025) | All directors and officers filed timely; no reporting deficiencies noted |
Director Compensation (FY2025) – Gordon
| Component | Amount |
|---|---|
| Fees earned (SEC presentation) | $65,000 |
| Stock awards (grant date fair value) | $253,881 |
| Total | $318,881 |
| Election to receive fees in stock | Yes (100% of annual retainer and fees in stock) |
Board Governance – Committee Matrix (FY2025)
| Committee | Members | Chair |
|---|---|---|
| Compensation | Sheresky, Dornemann, Hernandez, Moses | Sheresky |
| Corporate Governance | Moses, Sheresky, Siminoff | Moses (to rotate post-2025 to Hernandez) |
| Audit | Tolson, Siminoff, Viera | Tolson |
| Executive | Srinivasan, Dornemann, Zelnick | Srinivasan |
| Gordon | None | — |
Policies and Controls Relevant to Director Alignment
- Ownership/holding: Directors must reach 5x cash retainer; holding requirement until compliance achieved; all directors compliant .
- Anti-hedging/pledging: Prohibits margin accounts, pledging, shorts, derivatives; none pledged .
- Outside directorship limit: Directors may serve on no more than 3 other public company boards; monitored annually for time commitments .
RED FLAGS
- Prior non-independence due to Zynga consulting (resolved; independence confirmed as of June 15, 2025) .
- No committee assignments (limits direct influence on audit/comp/nom-gov matters; mitigated by overall board structure and independent committees) .
- Related party oversight: Large ZMC management agreement is a TTWO governance feature to monitor; no specific ties to Gordon disclosed .
Say-on-Pay & Shareholder Feedback (Context)
- 2024 Say-on-Pay approval: 86%; Board reports robust year-round engagement and responsiveness (longer performance periods, higher portion of performance equity, stronger disclosure) .