Electronic Arts 2011 Annual Report Download - page 23

Proxy Statement
applicable to our executives. The Executive Compensation and Leadership Committee reviewed the results of our
evaluation with management and the Committee’s consultant, Compensia. The Executive Compensation and
Leadership Committee concluded that our compensation policies and practices strike an appropriate balance of
risk and reward in relation to our overall business strategy, and do not create risks that are reasonably likely to
have a material adverse effect on the Company. The “Compensation Discussion and Analysis” section below
generally describes the compensation policies and practices applicable to our named executive officers.
Director Attendance at Annual Meetings
Our directors are expected to make every effort to attend our annual meeting of stockholders. Seven of the ten
directors who were elected at the 2010 Annual Meeting of Stockholders attended the meeting.
Stockholder Communications with the Board of Directors
EA stockholders may communicate with the Board as a whole, with a committee of the Board, or with an
individual director by sending a letter to EA’s Corporate Secretary at Electronic Arts Inc., 209 Redwood Shores
Parkway, Redwood City, CA 94065, or by sending an email to [email protected]. All
stockholder communications received will be handled in accordance with procedures approved by the
independent directors serving on the Board. For further information regarding the submission of stockholder
communications, please visit the Investor Relations portion of our website at http://investor.ea.com.
DIRECTOR COMPENSATION AND STOCK OWNERSHIP GUIDELINES
Our ECLC is responsible for reviewing and recommending to our Board the compensation paid to our
non-employee directors. Historically, our non-employee directors have been paid a mix of cash and equity
compensation for their service as directors. During fiscal 2011, Mr. Riccitiello did not receive any additional
compensation for his service as a director. The table below reflects the annualized components of cash
compensation for directors (other than Mr. Riccitiello) that were in place during fiscal 2011. Because our Board
year does not correspond to our fiscal year, actual amounts paid during fiscal 2011 were pro-rated based on the
annualized figures in the following table. For more information regarding the specific compensation received by
each non-employee director during fiscal 2011, see the “Fiscal 2011 Director Compensation Table” below.
Fiscal 2011 Annualized Components of Non-Employee Director Cash Compensation
Annual Retainer ..................................................................... $50,000
Service on the Audit Committee ........................................................ $10,000
Chair of the Audit Committee .......................................................... $10,000
Service on the Executive Compensation and Leadership Committee ............................ $ 7,500
Chair of the Executive Compensation and Leadership Committee .............................. $ 7,500
Service on the Nominating and Governance Committee ...................................... $ 7,500
Chair of the Nominating and Governance Committee ........................................ $ 2,500
Chairman of the Board ................................................................ $50,000
Service as Lead Director .............................................................. $25,000
In addition, individual directors were eligible to earn up to $1,000 per day, with the approval of the Board of
Directors, for special assignments, which may include providing advisory services to management in such areas
as sales, marketing, public relations, technology and finance (provided, however, no independent director is
eligible for a special assignment if the assignment or payment for the assignment would prevent the director from
being considered independent under applicable NASDAQ Stock Market or SEC rules). No directors earned any
compensation for special assignments during fiscal 2011.
Stock Compensation
Non-employee directors are eligible to receive restricted stock units upon his or her election, re-election or
appointment to the Board as determined at the discretion of the Board.
In fiscal 2011, 10,000 restricted stock units were granted under the Equity Plan to each of our non-employee
directors who were re-elected at the 2010 Annual Meeting of Stockholders on August 5, 2010. Mr. Ubiñas, who
was appointed to the Board as of November 9, 2010, was granted a pro-rated grant of 7,500 restricted stock units
on November 16, 2010. These restricted stock units vest in their entirety on the date of the 2011 Annual Meeting.
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