Electronic Arts 2011 Annual Report Download - page 19

Proxy Statement
strategic plans. Though he is no longer employed by the Company, Mr. Probst does not qualify as an independent
director (though he will be eligible to be deemed independent in September 2011) and therefore, the Company
feels that it is beneficial for the effective functioning of the Board to have an independent Lead Director
undertake the duties identified above.
Board Committees
The Board currently has three committees, each of which operates under a charter approved by the Board: the
Audit Committee, the Executive Compensation and Leadership Committee, and the Nominating and Governance
Committee. The Board of Directors amended and restated the Audit Committee’s charter in May 2006, the
Executive Compensation and Leadership Committee’s charter in August 2010, and the Nominating and
Governance Committee’s charter in November 2010. Copies of the each Committee’s charter may be found in
the Investor Relations portion of our website at http://investor.ea.com. In accordance with the Committee
charters, and with current regulatory requirements, all members of these Committees are independent directors.
During fiscal 2011, each director participated in at least 75 percent of all Board meetings and Committee
meetings held during the period for which he or she was a member. The Committee assignments for the current
Board year from August 5, 2010 (the date of the most recent Board election and beginning of the current Board
year) through the date of this proxy statement were as follows:
August 2010 — July 2011 Committee Assignments
Audit Gregory B. Maffei (Chair), Gary M. Kusin (until
November 9, 2010), Vivek Paul and Luis A. Ubiñas (from
November 9, 2010)
Executive Compensation and Leadership Geraldine B. Laybourne (Chair), Leonard S. Coleman and
Linda J. Srere
Nominating and Governance Richard A. Simonson (Chair), Leonard S. Coleman and
Jeff Huber
Audit Committee
The Audit Committee assists the Board in its oversight of the Company’s financial reporting and other matters,
and is directly responsible for the appointment, compensation and oversight of our independent auditors. The
Audit Committee is comprised of three directors, each of whom in the opinion of the Board of Directors meets
the independence requirements and the financial literacy standards of the NASDAQ Stock Market Rules, as well
as the independence requirements of the SEC. In the opinion of the Board of Directors, Mr. Maffei meets the
criteria for an “audit committee financial expert” as set forth in applicable SEC rules. The Audit Committee met
eight times in fiscal 2011. For further information about the Audit Committee, please see the Report of the Audit
Committee of the Board of Directors below.
Executive Compensation and Leadership Committee
The Executive Compensation and Leadership Committee (referred to in this section as “the ECLC”) is
responsible for setting the overall compensation strategy for the Company, for determining the compensation of
the CEO (via recommendation to the Board) and other executive officers and for overseeing the Company’s
bonus and equity incentive plans and other benefit plans. In addition, the ECLC is responsible for reviewing and
recommending to the Board compensation for non-employee directors. The ECLC is comprised of three
directors, each of whom in the opinion of the Board of Directors meets the independence requirements of the
NASDAQ Stock Market Rules and qualifies as an “outside director” within the meaning of Section 162(m) of the
Internal Revenue Code, as amended.
The ECLC has regularly-scheduled meetings on a quarterly basis and holds additional meetings as needed during
the year. The ECLC also takes action by written consent, often after informal telephone discussions and other
communications among the ECLC members and members of management. During fiscal 2011, the ECLC met
eight times, four of which were regularly-scheduled quarterly meetings and the remainder of which were special
sessions.
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