Electronic Arts 2010 Annual Report Download - page 35

Proxy Statement
The market for talented executives with the skills and experience to run our complex and dynamic business is
extremely competitive given the small number of people who have the qualifications relevant to our industry.
Our leading position within the interactive entertainment industry makes us a prime target for our competitors,
which range from very small start-up companies that seek to entice candidates with substantial equity
compensation offers, to very large, diversified corporations with great financial and marketing resources. These
competitors have made repeated attempts to recruit our executives and key creative talent.
It is critical that our executive compensation program be competitive with the organizations with which we
compete for executive talent, so that we are able to attract, motivate, reward, and retain the individuals that we
believe are capable of leading the Company. Our program must also support our strategic and operational
business objectives, promote the short-term and long-term profitable growth of the Company, and reflect current
economic conditions. To achieve these objectives, our compensation philosophy is predicated on three basic
principles:
• A significant portion of each executive officer’s total cash compensation should be performance-based
and “at risk,” with this amount dependent from year to year on the Company’s financial and operational
performance, the operational performance of the executive officer’s specific business unit, as appropriate,
and his or her individual performance;
• To align each executive officer’s interests with the long-term interests of our stockholders, a significant
portion of his or her compensation should be equity-based; and
• An executive officer’s compensation must be appropriate in light of his or her experience,
responsibilities, and performance.
Our executive compensation program is designed to be consistent with this philosophy.
Compensation-Setting Process
The Committee is responsible for establishing the Company’s compensation philosophy and making the
compensation decisions for our executive officers. The Committee’s scope of authority is defined in a written
charter and includes the oversight and administration of all compensation, equity, and employee benefit plans
and programs, including the annual bonus and equity compensation plans for executive officers.
The Committee has regularly-scheduled meetings on a quarterly basis and holds additional meetings as needed
during the year. The Committee also takes action by written consent, often after informal telephone discussions
and other communications among the Committee members and members of management. During fiscal 2010, the
Committee met eight times, four of which were regularly-scheduled quarterly meetings and the remainder of
which were special sessions.
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 2010, this
calendar included a review of the compensation philosophy of the Company, a review of our compensation
programs for risk issues, a comprehensive review of compensation levels of executive officers, review of the
compensation levels for members of the Board, review and approval of all executive officer employment offers
and promotions, and review and approval of the fiscal 2010 annual cash bonus payments.
In fiscal 2010, the Committee held special meetings to consider a variety of items including special
compensation and equity retention programs, annual compensation reviews and increases, executive officer
promotions, executive officer relocations, the terms and conditions of the compensation arrangements for new,
departing, and continuing executive officers, and other administrative matters.
In fiscal 2010, the Committee reviewed and approved the base salaries (including, if any, base salary adjustments),
target cash bonus opportunities, and equity awards of each of our executive officers, including the NEOs.
Mr. Riccitiello’s base salary, target cash bonus opportunity, and equity award were developed by the Committee
with the assistance of Compensia, recommended to the Board, and subsequently approved by the Board.
For additional information about the Committee, see the section entitled “Board, Board Meetings and
Committees” set forth in this proxy statement.
27