Electronic Arts 2012 Annual Report Download - page 18

positions at Nokia Corporation, including Executive Vice President, Head of Mobile Phones and Sourcing, Chief
Financial Officer, and Vice President & Head of Customer Finance of Nokia. In 2001, Mr. Simonson was
Managing Director of the Telecom & Media Investment Banking Group of Barclays Capital. Prior to joining
Barclays Capital, Mr. Simonson spent 16 years at Bank of America Securities where he held various positions,
including Managing Director & Head of Global Project Finance, Global Corporate & Investment Bank, San
Francisco and Chicago. Mr. Simonson is also a director of Silver Spring Networks. Mr. Simonson holds a B.S.
degree from the Colorado School of Mines and an M.B.A. from Wharton School of Business at the University of
Pennsylvania.
Mr. Simonson has extensive financial expertise, corporate governance and risk management experience. He also
has extensive experience with the strategic and operational challenges of leading a global company. Based on
these experiences, qualifications and attributes, the Board of Directors has concluded that Mr. Simonson is
qualified to serve as a director.
Luis A. Ubiñas
Director since 2010
Mr. Ubiñas, age 49, 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 of Directors has concluded that Mr. Ubiñas is qualified to serve as a
director.
DIRECTOR INDEPENDENCE
Our Board of Directors has determined that each of our non-employee directors qualifies as an “independent
director” as that term is used in the NASDAQ Stock Market Rules. Mr. Riccitiello, our current Chief Executive
Officer (“CEO”), does not qualify as independent. The NASDAQ Stock Market 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 of Directors,
would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The
Board of Directors 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 OF DIRECTORS, BOARD MEETINGS, AND COMMITTEES
The Board of Directors meets on a fixed schedule four times each year and also holds special meetings and acts
by written consent. In fiscal 2012, the Board of Directors met fourteen times and also acted by written consent.
At each regularly scheduled meeting, the independent members of the Board of Directors meet in executive
session separately without management present.
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