Electronic Arts 2012 Annual Report Download - page 19

Proxy Statement
Board of Directors Leadership Structure
Mr. Riccitiello serves as our CEO and Mr. Probst serves as the Chairman of our Board of Directors. In addition, a
Lead Director, elected by the independent directors, is responsible for chairing executive sessions of the Board of
Directors and other meetings of the Board of Directors in the absence of the Chairman of the Board of Directors,
serving as a liaison between the Chairman of the Board of Directors and the other independent directors, and
overseeing the Board of Directors’ stockholder communication policies and procedures (including, under
appropriate circumstances, meeting with stockholders). Our Lead Director may also call meetings of the
independent directors. Mr. Simonson has served as Lead Director since 2009. Mr. Simonson was chosen by the
independent directors of the Board of Directors to serve as Lead Director following the 2012 Annual Meeting of
Stockholders for an additional one-year term ending with our 2013 Annual Meeting, subject to Mr. Simonson’s
re-election to the Board of Directors. We believe that our current board leadership structure with Mr. Probst
serving as the Chairman of the Board of Directors and Mr. Simonson serving as Lead Director is appropriate for
the Company because Mr. Simonson is not affiliated with the Company under any applicable rules or guidelines.
Mr. Probst, though an independent director, was an employee of the Company for many years and served as its
CEO.
Board Committees
The Board of Directors currently has three committees, each of which operates under a charter approved by the
Board of Directors: 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 each Committee’s charter may
be found in the Investor Relations section 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 2012, each director participated in at least 75 percent of all Board of Directors 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 July 28, 2011 (the date of the most recent Board of Directors election and
beginning of the current Board year) through the date of this Proxy Statement were as follows:
July 28, 2011 — Present Committee Assignments
Audit Committee: Gregory B. Maffei (Chair), Vivek Paul, and Luis A.
Ubiñas
Executive Compensation and Leadership
Committee:
Geraldine B. Laybourne (Chair), Leonard S. Coleman
(until February 8, 2012), Jay C. Hoag (from September 6,
2011) and Linda J. Srere
Nominating and Governance
Committee:
Richard A. Simonson (Chair), Leonard S. Coleman, and
Jeffrey T. Huber
Effective June 15, 2012, the Committee assignments will be revised as follows:
Committee Assignments as of June 15, 2012
Audit Committee: Gregory B. Maffei (Chair), Jeffrey T. Huber, and Luis A.
Ubiñas
Executive Compensation and Leadership
Committee:
Jay C. Hoag (Chair), Geraldine B. Laybourne, Vivek Paul
and Linda J. Srere (until Ms. Srere’s retirement from the
Board on July 26, 2012)
Nominating and Governance
Committee: Richard A. Simonson (Chair) and Leonard S. Coleman
Audit Committee
The Audit Committee assists the Board of Directors 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
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