Electronic Arts 2009 Annual Report Download - page 43

Proxy Statement
For its regularly-scheduled meetings, the Committee maintains a calendar to help guide the meeting agendas and
to ensure fulfillment of the various responsibilities outlined in the Committee’s charter. In fiscal 2009, this
calendar included a comprehensive review of compensation levels of senior executives, review of the
compensation levels for members of our Board, review and approval of all executive officer employment offers
and promotions, review and approval of the fiscal 2009 bonus payments, and a review of all actions taken by
management using authority delegated by the Committee.
In fiscal 2009, the Committee reviewed and approved the base salaries (or, as appropriate, the base salary
adjustments), target bonus opportunities, and equity awards of each of our executive officers, including the
Named Executive Officers, other than Mr. Riccitiello, whose base salary, target bonus opportunity, and equity
award were developed and recommended by the Committee and approved by the Board.
For additional information about the Compensation Committee, see the section entitled “Board, Board Meetings
and Committees” set forth above in this proxy statement.
Compensation Consultants
The Committee has the authority to engage the services of outside advisors. During fiscal 2009, the Committee
engaged Compensia, Inc., a national compensation consulting firm, to assist with the Committee’s analysis and
review of the compensation of our executive officers and other aspects of our total compensation strategy.
Compensia also advised the Committee with respect to the Electronic Arts Executive Bonus Plan for fiscal 2009,
including recommendations regarding participation, target bonuses and performance criteria.
Compensia works directly with the Committee Chair and Committee members and sends all invoices, including
descriptions of services rendered, to the Committee Chair for review and payment approval. Compensia
performed no work at the request of our management team during fiscal 2009.
From time to time, our management separately engages outside advisors in connection with our compensation
practices. In fiscal 2009, we retained Frederic W. Cook & Co. to assist management and the Committee with a
review of compensation levels for members of the Board.
Role of Management
Some of our executive officers are involved in formulating executive compensation recommendations for the
Committee and/or the Board. Ms. Gabrielle Toledano, our Executive Vice President of Human Resources, is
responsible for conducting an annual analysis of market trends, providing documentation of individual executive
performance, and creating initial recommendations of base salary adjustments, potential bonus payments, and
potential equity awards for our executive officers. To assist in the development of these initial recommendations,
our Human Resources Department participates in several comprehensive executive compensation surveys,
including the Radford High Technology Executive and International Compensation Surveys to access
information for our peer group companies (as defined below) and the Croner Entertainment & Educational
Software Compensation Survey. Mr. Riccitiello reviews and provides input on these recommendations (except
with respect to his own compensation) prior to and during review by the Committee. Mr. Riccitiello, assisted by
Ms. Toledano, annually performs an individual performance review for each executive officer, which is then
provided to the Committee.
Ms. Toledano also oversees the preparation of the Committee’s meeting materials, works with the Committee
Chair to set the meeting agenda, and attends all Committee meetings. In addition, Mr. Riccitiello regularly
attends Committee meetings (except when his own compensation is being discussed).
Competitive Positioning
For fiscal 2009, at the direction of the Committee, Compensia conducted a comprehensive analysis of our
executive compensation program. This analysis was developed using data from the Radford High Technology
Executive and International Compensation Surveys, the Croner Entertainment & Educational Software
Compensation Survey and publicly available compensation information from a group of peer companies selected
by our management with input from the Committee and Compensia. For fiscal 2009, this group consisted of
(a) companies of comparable size, geographic markets, financial performance, and expected growth rates and
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