Electronic Arts 2010 Annual Report Download - page 22

practices could encourage executives or employees to take excessive or inappropriate risks that would be
reasonably likely to have a material adverse effect on the Company. In particular, we considered the design,
size, and scope of our cash and equity incentive programs and program features that mitigate against potential
risks, such as payout caps, equity award clawbacks, the quality and mix of performance-based and “at risk”
compensation, and, with regard to our equity incentive programs, the stock ownership requirements applicable
to our executives. The Compensation Committee reviewed the results of our evaluation with management and
the Committee’s consultant, Compensia. The Compensation Committee concluded that our compensation
policies and practices strike an appropriate balance of risk and reward in relation to our overall business
strategy, and do not create risks that are reasonably likely to have a material adverse effect on the Company.
The “Compensation Discussion and Analysis” section below generally describes the compensation policies
and practices applicable to our named executive officers.
Director Attendance at Annual Meetings
Our directors are expected to make every effort to attend our annual meeting of stockholders. Nine of the ten
directors who were elected at the 2009 Annual Meeting of Stockholders attended the meeting.
Stockholder Communications with the Board of Directors
EA stockholders may communicate with the Board as a whole, with a committee of the Board, or with an
individual director by sending a letter to EA’s Corporate Secretary at Electronic Arts Inc., 209 Redwood Shores
Parkway, Redwood City, CA 94065, or by sending an email to [email protected]. All
stockholder communications received will be handled in accordance with procedures approved by the
independent directors serving on the Board. For further information regarding the submission of stockholder
communications, please visit the Investor Relations portion of our website at http://investor.ea.com.
DIRECTOR COMPENSATION AND STOCK OWNERSHIP GUIDELINES
Our Compensation Committee is responsible for reviewing and recommending to our Board the compensation
paid to our non-employee directors. Historically, our non-employee directors have been paid a mix of cash and
equity compensation for their service as directors. During fiscal 2010, Mr. Riccitiello did not receive any
additional compensation for his service as a director. The table below reflects the annualized components of
cash compensation for directors (other than Mr. Riccitiello) that were in place during fiscal 2010. Because our
Board year does not correspond to our fiscal year, actual amounts paid during fiscal 2010 were pro-rated based
on the annualized figures in the following table. For more information regarding the specific compensation
received by each non-employee director during fiscal 2010, see the “Fiscal 2010 Director Compensation
Table” below.
Fiscal 2010 Annualized Components of Non-Employee Director Cash Compensation
Annual Retainer ..................................................................... $50,000
Service on the Audit Committee ........................................................ $10,000
Chair of the Audit Committee .......................................................... $10,000
Service on the Compensation Committee ................................................. $ 7,500
Chair of the Compensation Committee ................................................... $ 7,500
Service on the Nominating and Governance Committee ...................................... $ 7,500
Chair of the Nominating and Governance Committee ........................................ $ 2,500
Chairman of the Board ................................................................ $50,000
Service as Lead Director .............................................................. $25,000
In addition, individual directors were eligible to earn up to $1,000 per day, with the approval of the Board of
Directors, for special assignments, which may include providing advisory services to management in such areas
as sales, marketing, public relations, technology and finance (provided, however, no independent director is
eligible for a special assignment if the assignment or payment for the assignment would prevent the director from
being considered independent under applicable NASDAQ Stock Market or SEC rules). No directors earned any
compensation for special assignments during fiscal 2010.
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