Electronic Arts 2012 Annual Report Download - page 24

DIRECTOR COMPENSATION AND STOCK OWNERSHIP GUIDELINES
Our Executive Compensation and Leadership Committee is responsible for reviewing and recommending to our
Board of Directors 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 2012,
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 2012. Because our Board year does not correspond to our fiscal year, actual amounts paid during
fiscal 2012 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 2012, see the “Fiscal 2012
Director Compensation” table below.
Fiscal 2012 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 of Directors ...................................................... $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 2012.
Stock Compensation
Non-employee directors are eligible to receive restricted stock units upon his or her election, re-election or
appointment to the Board of Directors as determined at the discretion of the Board of Directors.
In fiscal 2012, 10,000 restricted stock units were granted under the Equity Plan to each of our non-employee
directors who were re-elected at the 2011 Annual Meeting of Stockholders on July 28, 2011. Mr. Hoag, who was
appointed to the Board of Directors as of September 6, 2011, was granted a pro-rated grant of 9,166 restricted
stock units on September 16, 2011. These restricted stock units vest in their entirety on the date of the 2012
Annual Meeting.
Under the Equity Plan, non-employee directors may elect to receive all or part of their cash compensation in the
form of common stock. As an incentive for our non-employee directors to increase their stock ownership in EA,
non-employee directors making such an election receive shares of common stock valued at 110 percent of the
cash compensation they would have otherwise received. Such shares are awarded via the grant and immediate
exercise of a stock option having an exercise price equal to the fair market value of our common stock on the
date of grant, which is the first trading day of each quarter of the Board year.
Other Benefits
Non-employee directors, who are not employed with any other company, are offered an opportunity to purchase
certain EA health, dental and vision insurance while serving as a Board of Directors member with the option for
the continuation of benefits upon the expiration of their Board of Directors term. Participating directors pay 100
percent of their own insurance premiums.
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