Electronic Arts 2011 Annual Report Download - page 20

For its regularly-scheduled meetings, the ECLC maintains a calendar to help guide the meeting agendas and to
ensure fulfillment of the various responsibilities outlined in the ECLC’s charter. In fiscal 2011, this calendar
included a review of the compensation philosophy of the Company, a comprehensive review of compensation
levels of executive officers, a 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 2011, the ECLC held special meetings to consider a variety of items including special compensation and
equity retention programs, annual compensation reviews and increases, executive officer promotions, the terms
and conditions of the compensation arrangements for new, departing, and continuing executive officers, and
other administrative matters.
In fiscal 2011, the ECLC 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 named
executive officers.
The ECLC has the authority to engage the services of outside advisors. During fiscal 2011, the ECLC engaged
Compensia, Inc., a national compensation consulting firm, to assist with the ECLC’s analysis and review of the
compensation of our executive officers and other aspects of our total compensation strategy. Compensia also
advised the ECLC with respect to each element of total direct compensation, including base salary, bonus, and
equity awards. Compensia attends all ECLC meetings, works directly with the ECLC Chair and ECLC members,
and sends all invoices, including descriptions of services rendered, to the ECLC Chair for review and payment.
Compensia performed no work at the request of our management team during fiscal 2011.
From time to time, our management separately engages outside advisors in connection with the Company’s
compensation policies and practices. In fiscal 2011, we retained Frederic W. Cook & Co., a national
compensation consulting firm, to assist management and the ECLC with a review of compensation levels for
members of the Board. Frederic W. Cook & Co. only performed director compensation-related services for the
Company during fiscal 2011.
Nominating and Governance Committee
The Nominating and Governance Committee is responsible for recommending to the Board nominees for
election to the Board of Directors, for appointing directors to Board Committees, and for reviewing
developments in corporate governance, reviewing and ensuring the quality of the Company’s succession plans,
recommending formal governance standards to the Board, reviewing the performance of the CEO, and
establishing the Board’s criteria for selecting nominees for director and for reviewing from time to time the
appropriate skills, characteristics and experience required of the Board as a whole, as well as its individual
members, including such factors as business experience and diversity. The Nominating and Governance
Committee is currently 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. The Nominating and Governance
Committee met four times in fiscal 2011.
In evaluating nominees for director to recommend to the Board, the Nominating and Governance Committee will
take into account many factors within the context of the characteristics and needs of the Board as a whole. While
the specific needs of the Board may change from time to time, all nominees for director are considered on the
basis of the following minimum qualifications:
• the highest level of personal and professional ethics and integrity, including a commitment to EA’s
values;
• practical wisdom and mature judgment;
• significant leadership experience in business, entertainment, technology, finance, corporate governance,
public interest or other disciplines relevant to the long-term success of EA;
• the ability to gain an in-depth understanding of EA’s business; and
• a willingness to represent the best interests of all EA stockholders and objectively appraise management’s
performance.
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