Electronic Arts 2010 Annual Report Download - page 61

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Proxy Statement
separation from Elevation Partners, L.P., Mr. Riccitiello ceased to have any further control or influence over
these factors.
From the commencement of negotiations with VGH, at the direction of EA’s Board of Directors, EA’s Audit
Committee engaged directly with EA management (independently from Mr. Riccitiello) to analyze and consider
the potential benefits, risks and material terms of the acquisition. EA’s Board of Directors approved the
acquisition after reviewing with EA’s management and members of the Audit Committee the terms of the
acquisition and the potential benefits and risks thereof, as well as Mr. Riccitiello’s personal financial interest in
VGH and the acquisition. Mr. Riccitiello recused himself from the Board of Directors meeting during the
Board’s deliberation of the acquisition and he did not vote on the acquisition.
Scott Probst, the son of the Chairman of our Board, has been employed by the Company since 2003, most
recently as a games producer. In fiscal 2010, Scott Probst received compensation that exceeded $120,000. The
Compensation Committee, on behalf of the Nominating and Governance Committee, reviews the compensation
decisions involving Scott Probst in accordance with our Related Person Transactions policy.
In addition, we have engaged, and expect to continue to engage, in what we consider to be arm’s-length
commercial dealings with the following companies, which are affiliated with members of our Board of Directors:
Nokia Corporation primarily related to our EA Mobile business; WorldWinner.com, a subsidiary of Liberty
Media Corporation related to our Pogo business; and Google Inc. Mr. Simonson is the Chief Financial Officer of
Nokia; Mr. Maffei is the Chief Executive Officer of Liberty Media; Mr. Huber is the Senior Vice President of
Engineering at Google.
To date, these transactions have not been material to us or to the other entities involved. We do not believe that
Mr. Simonson, Mr. Maffei or Mr. Huber has a material direct or indirect interest in any of our commercial
dealings with Nokia, WorldWinner.com or Google, respectively, and therefore do not consider these dealings to
be “related person transactions” within the meaning of applicable SEC rules. Our Board of Directors considered
our dealings with Nokia, WorldWinner.com and Google in reaching its determination that Mr. Simonson,
Mr. Maffei and Mr. Huber are each an independent director.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
From April 1, 2009 (the beginning of fiscal 2010) through March 31, 2010 (the end of fiscal 2010), the
Compensation Committee consisted of Ms. Srere, Mr. Coleman and Ms. Laybourne. None of these individuals is
an employee or current or former officer of EA. No EA officer serves or has served since the beginning of fiscal
2010 as a member of the board of directors or the compensation committee of a company at which a member of
EA’s Compensation Committee is an employee or officer.
53