Electronic Arts 2012 Annual Report Download - page 20

auditors. The Audit Committee is comprised of three directors, each of whom in the opinion of the Board of
Directors meets the independence requirements and the financial literacy standards of the NASDAQ Stock
Market Rules, as well as the independence requirements of the SEC. In the opinion of the Board of Directors,
Mr. Maffei meets the criteria for an “audit committee financial expert” as set forth in applicable SEC rules. The
Audit Committee met eight times in fiscal 2012. For further information about the Audit Committee, please see
the “Report of the Audit Committee of the Board of Directors” below.
Executive Compensation and Leadership Committee
The Executive Compensation and Leadership Committee (referred to in this section as “the ECLC”) is
responsible for setting the overall compensation strategy for the Company, determining the compensation of the
CEO (via recommendation to the Board of Directors) and other executive officers, and overseeing the
Company’s bonus and equity incentive plans and other benefit plans. In addition, the ECLC is responsible for
reviewing and recommending to the Board of Directors compensation for non-employee directors. The ECLC is
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 and qualifies as an “outside director” within the meaning of
Section 162(m) of the Internal Revenue Code, as amended. The ECLC may delegate its authority and duties to
subcommittees, individual committee members, or management, as it deems appropriate in accordance with
applicable laws, rules and regulations.
The ECLC has regularly-scheduled meetings on a quarterly basis and holds additional meetings as needed during
the year. The ECLC also takes action by written consent, often after informal telephone discussions and other
communications among the ECLC members and members of management. During fiscal 2012, the ECLC met
eight times, four of which were regularly-scheduled quarterly meetings and the remainder of which were special
sessions.
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 2012, this calendar
included a review of the compensation philosophy of the Company, talent and succession planning, a review of
the Company’s retirement and health and welfare plans, designation of the Company’s peer group for
compensation purposes, recommendations and decisions on the compensation of executive officers (including
base salaries, target cash bonus opportunities, equity awards, and annual cash bonus payments),
recommendations on the compensation of non-employee members of the Board of Directors, and other
administrative matters.
In fiscal 2012, the ECLC also held special meetings to consider a variety of items including special compensation
and equity retention programs, executive officer promotions, and the terms and conditions of compensation
arrangements for new executive officers.
The ECLC has the authority to engage the services of outside advisors. During fiscal 2012, 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 other services for the Company and no work at the request of our management team
during fiscal 2012.
From time to time, our management separately engages outside advisors in connection with the Company’s
compensation policies and practices. In fiscal 2012, the Company’s management 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 of Directors. Frederic W. Cook & Co. performed only director
compensation-related services for the Company during fiscal 2012.
12