Electronic Arts 2011 Annual Report Download - page 59

Proxy Statement
Elevation entities). In February 2011, Mr. Riccitiello was assessed $717,000 as part of this clawback provision.
Mr. Riccitiello has not received any additional payments related to the VGH acquisition to date. However, he
could receive up to an additional $883,000 plus any interest or other amounts earned thereon. This amount could
be reduced, however, by a variety of factors, including investment losses of Elevation, if any, as well as certain
expenses of Elevation that could offset partnership profits. Upon his 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.
XfireTechnology License Agreement
On March 15, 2010, we entered into a technology license agreement with MPQ Acquisition Corp, doing business
as Xfire, Inc. (“Xfire”). John Maffei, the brother of Greg Maffei, our Audit Committee Chairman, is a principal
of Xfire and has served in various executive management positions within Xfire. Under the agreement, Xfire has
granted to EA a non-exclusive perpetual license for the use of certain technology in EA’s products in exchange
for $650,000 in total consideration to be paid in four annual payments through January 2014. EA also agreed to
establish commercial letters of credit to meet its future payment obligations to Xfire.
Greg Maffei has no direct or indirect interest in our commercial dealings with Xfire and he was not involved in
the license negotiations with Xfire, which were conducted on an arm’s length basis. Our Board of Directors
considered this related person transaction in reaching its determination that Greg Maffei is an independent
director within the meaning of the NASDAQ Stock Market and the SEC rules.
Scott Probst
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 2011, Scott Probst received compensation that exceeded $120,000. The
Executive Compensation and Leadership Committee, on behalf of the Nominating and Governance Committee,
reviews the compensation decisions involving Scott Probst in accordance with our Related Person Transactions
policy.
Other Relationships
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, or were affiliated, as the case may be,
with members of our Board of Directors: Google Inc. and Nokia Corporation. Mr. Huber is a Senior Vice
President at Google and until October 2010, Mr. Simonson was an Executive Vice President of Nokia. To date,
these transactions have not been material to us or to the other entities involved. We do not believe that Mr. Huber
has, or that Mr. Simonson had, a material direct or indirect interest in any of our commercial dealings with
Google or Nokia, 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 Google and
Nokia in reaching its determination that Mr. Huber and Mr. Simonson are each an independent director.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
From April 1, 2010 (the beginning of fiscal 2011) through March 31, 2011 (the end of fiscal 2011), the Executive
Compensation and Leadership 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 2011 as a member of the board of directors or the compensation committee of a company at
which a member of EA’s Executive Compensation and Leadership Committee is an employee or officer.
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