Electronic Arts 2012 Annual Report Download - page 25

Proxy Statement
Deferred Compensation Plan
We maintain a Deferred Compensation Plan (“DCP”) that allows our directors and certain employees, including our
named executive officers, to defer receipt of their director fees or base salary, as the case may be, into cash accounts
that mirror the gains and/or losses of several different investment funds which correspond to the funds we have
selected for our 401(k) plan. Director participants may defer up to 100 percent of their director fees until the date(s)
they have specified. We are not required to make any contributions to the DCP and did not do so in fiscal 2012.
Stock Ownership Guidelines
Each non-employee director is required, within three years of becoming a director, to own shares of EA common
stock or vested restricted stock units having a value of at least three years’ annual retainer for service on the
Board of Directors. As of March 31, 2012, each of our directors had either fulfilled their ownership requirements
or had not yet reached three years of service. Mr. Hoag is currently eligible to satisfy his ownership requirements
through his indirect holdings of EA stock through Technology Crossover Ventures.
FISCAL 2012 DIRECTOR COMPENSATION TABLE
The following table shows compensation information for each of our directors during fiscal 2012 (other than
Mr. Riccitiello).
Name
Fees Earned
or Paid in Cash
($)(1)
Stock
Awards
($)(2)
Option
Awards
($)(3)(4)
Total
($)
Leonard S. Coleman ................................ 65,000 225,600 — 290,600
Jay C. Hoag ....................................... — 210,910 42,149 253,059
Jeffrey T. Huber .................................... — 225,600 63,234 288,834
Geraldine B. Laybourne .............................. 65,000 225,600 — 290,600
Gregory B. Maffei .................................. — 225,600 76,993 302,593
Vivek Paul ........................................ — 225,600 66,000 291,600
Lawrence F. Probst III ............................... 100,000 225,600 — 325,600
Richard A. Simonson ................................ 63,768 225,600 23,365 312,733
Linda J. Srere ...................................... 57,500 225,600 — 283,100
Luis A. Ubiñas ..................................... 60,000 225,600 — 285,600
(1) The amounts presented in this column represent compensation that was earned and paid as cash, including
cash compensation of $65,000 that was deferred by Mr. Coleman into a cash account pursuant to the terms of
our Deferred Compensation Plan, described above.
(2) Represents the aggregate grant date fair value of restricted stock units (“RSUs”) granted in fiscal 2012. Grant
date fair value for RSUs is calculated using the closing price of our common stock on the grant date. For
additional information regarding the valuation methodology for RSUs, see Note 14, “Stock-Based
Compensation and Employee Benefit Plans”, to the Consolidated Financial Statements in our Annual Report
on Form 10-K for the fiscal year ended March 31, 2012. Each non-employee director standing for re-election
at the 2011 Annual Meeting received an RSU grant of 10,000 shares of EA common stock with a grant date
fair value of $225,600 based on a closing price of $22.56 for our common stock on the NASDAQ Global
Select Market on the date of grant, July 28, 2011. Mr. Hoag, who joined our Board of Directors on
September 6, 2011 received a pro-rata RSU grant of 9,166 shares, with a grant date fair value on
September 16, 2011 of $210,910, based on a closing price of $23.01 for our common stock. The RSUs granted
at the 2011 Annual Meeting and the RSUs granted to Mr. Hoag vest in their entirety on the date of the 2012
Annual Meeting. The aggregate number of unvested RSUs held by each of our non-employee directors as of
March 31, 2012 (the last day of fiscal 2012) was as follows: Mr. Coleman, 10,000; Mr. Hoag, 9,166;
Mr. Huber, 11,250; Ms. Laybourne, 10,625; Mr. Maffei, 10,000; Mr. Paul, 10,000; Mr. Probst, 10,000;
Mr. Simonson, 10,000; Ms. Srere, 10,000 and Mr. Ubiñas, 10,000.
(3) As described above under “Stock Compensation”, our non-employee directors may elect to receive all or part
of their cash compensation for a given quarter of the Board year in the form of EA common stock.
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