Electronic Arts 2011 Annual Report Download - page 18

Luis A. Ubiñas
Director since 2010
Mr. Ubiñas, age 48, has served as President of the Ford Foundation since January 2008. Prior to joining the Ford
Foundation, Mr. Ubiñas spent 18 years with McKinsey & Company, where he held various positions, including
Managing Director of the firm’s west coast media practice working with technology, telecommunications and
media companies. Mr. Ubiñas serves on the World Bank Advisory Council of Global Foundation Leaders, the
UN Permanent Advisory Memorial Committee, the U.S. Advisory Committee on Trade Policy and Negotiation
and the board of the New York Public Library. He holds a B.A. degree from Harvard College and an M.B.A.
from Harvard Business School, and is a fellow of the American Academy of Arts and Sciences.
Mr. Ubiñas has extensive experience in business management and operations from his experience currently
overseeing the more than $10 billion in assets and over $500 million in annual giving by the Ford Foundation. In
addition, through his prior consulting experience, he has worked with technology, telecommunications and media
companies in understanding the challenges and opportunities that they face. Based on these experiences,
qualifications and attributes, the Board has concluded that Mr. Ubiñas is qualified to serve as a director.
DIRECTOR INDEPENDENCE
Our Board has determined that each of our non-employee directors (other than Mr. Probst) qualifies as an
“independent director” as that term is used in the NASDAQ Stock Market Rules. Mr. Probst, who served as our
CEO through the end of fiscal 2007, and Mr. Riccitiello, our current CEO, do not qualify as independent. In
September 2011, Mr. Probst will be eligible to be deemed an independent director by our Board. The NASDAQ
Marketplace Rules have both objective tests and a subjective test for determining who is an “independent
director.” The objective tests state, for example and among other things, that a director is not considered
independent if he or she is an employee of the Company or at any time during the past three years was employed
by the Company. The subjective test states that an independent director must be a person who lacks a relationship
that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the
responsibilities of a director. The Board has not established categorical standards or guidelines to make these
subjective determinations, but considers all relevant facts and circumstances.
In addition to the board-level standards for director independence, the directors who serve on the Audit
Committee each satisfy standards established by the SEC providing that to qualify as “independent” for the
purposes of membership on that Committee, members of audit committees may not accept directly or indirectly
any consulting, advisory, or other compensatory fee from the Company other than their director compensation.
BOARD, BOARD MEETINGS, AND COMMITTEES
The Board meets on a fixed schedule four times each year and also holds special meetings and acts by written
consent. In fiscal 2011, the Board met eight times and also acted by written consent. At each regularly scheduled
meeting, the independent members of the Board meet in executive session separately without management
present.
Board Leadership Structure
A Lead Director, elected by the independent directors, is responsible for chairing executive sessions of the Board
and other meetings of the Board in the absence of the Chairman of the Board, serving as a liaison between the
Chairman of the Board and the other independent directors, and overseeing the Board’s stockholder
communication policies and procedures (including, under appropriate circumstances, meeting with stockholders).
Our Lead Director may also call meetings of the independent directors. Richard A. Simonson was chosen by the
independent directors of the Board to serve as Lead Director following the 2011 Annual Meeting of Stockholders
for an additional one-year term ending with our 2012 Annual Meeting, subject to Mr. Simonson’s re-election to
the Board.
We believe that our current board leadership structure with Mr. Probst serving as the Chairman of the Board and
Mr. Simonson serving as Lead Director is appropriate for the Company. Given his 24 years of past work
experience at the Company, 16 of which he served as CEO, Mr. Probst has invaluable knowledge regarding the
Company and the gaming industry and is uniquely positioned to lead the Board in their review of management’s
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