Electronic Arts 2012 Annual Report Download - page 53

Proxy Statement
Mr. Taneja
Mr. Taneja joined the Company in October 2011 as our Executive Vice President and Chief Technology Officer.
In that role, he oversees the organization that is building and managing the Company’s technological
infrastructure for providing products and services directly to our consumers. Hiring Mr. Taneja was an important
step in the business transformation that the Company is undertaking because Mr. Taneja’s expertise and
leadership is crucial to building the platform for all of our digital, direct-to-consumer initiatives across the
Company. There are only a few technology executives who have overseen the development of an end-to-end
online entertainment delivery and commerce platform, as Mr. Taneja did at Microsoft Corporation prior to
joining the Company.
Base Salary and Bonus Target: In conjunction with his offer of employment with the Company, the Committee
approved an annual base salary of $550,000 and a bonus target of 75% for Mr. Taneja. While both Mr. Taneja’s
base salary and target total cash compensation were above our targeted compensation range, the Committee felt
they were appropriate based on his unique skills in building an online commerce and service platform, his target
total cash compensation at his prior company, and to align his base salary and target total cash compensation
with his internal peers.
Cash Bonus Award: Mr. Taneja’s fiscal 2012 cash bonus award was $245,000, which corresponds to 119% of
his target bonus opportunity (adjusted on a pro rata basis to reflect that Mr. Taneja joined the Company in
October 2011). To determine Mr. Taneja’s cash bonus award, the Committee took into account the Company’s
overall strong financial performance, including the non-GAAP net revenue and non-GAAP diluted earnings per
share results for the fiscal year, as well as an overall evaluation of his fiscal 2012 strategic and operational
achievements. Those achievements included the development of a new organization to build the platform for all
of our digital, direct-to-consumer initiatives across the Company.
New Hire Cash and Equity Awards: Upon joining the Company, Mr. Taneja was granted 250,000 time-based
RSUs, of which 25% of the shares will vest on each of the six, 12, 24 and 36-month anniversaries of the grant
date. In addition, Mr. Taneja received a sign-on bonus of $500,000 and 25,000 additional time-based RSUs,
which will vest on the 12-month anniversary of the grant date. The Committee felt that the number of RSUs, the
vesting schedule, and the cash sign-on bonus were appropriate to induce Mr. Taneja to accept the Company’s
offer of employment by helping to offset the compensation he forfeited when he left Microsoft Corporation to
join the Company. Mr. Taneja will participate in our performance-based RSU program in fiscal 2013. As a
requirement for his new position, Mr. Taneja relocated to the Company’s headquarters in Redwood City,
California.
Mr. Brown
Base Salary and Bonus Target: In the first quarter of fiscal 2012, the Committee elected to increase
Mr. Brown’s base salary by 3% while his bonus target percentage remained unchanged at 90% of his annual base
salary. His base salary was increased to better align his base salary with the market and internal peers. Based on
market data, Mr. Brown’s fiscal 2012 base salary and target total cash compensation were within our targeted
compensation range. Mr. Brown did not receive any severance payments upon his termination of employment.
Cash Bonus Award: Mr. Brown resigned effective February 17, 2012, and was not awarded a cash bonus award
for fiscal 2012.
Equity Awards: In June 2011, the Board of Directors, based on a recommendation from the Committee, granted
Mr. Brown performance-based RSUs of which up to 50,000 shares could have vested based on target
performance levels (with a potential range of shares vesting between zero to 200% of the target shares based on
actual performance), and 50,000 time-based RSUs. When Mr. Brown resigned he had not vested in any shares
from these awards, and the awards were cancelled.
COMPENSATION PROGRAMS AND PLANS
This section provides more detail on the various compensation plans and programs discussed above, as well as
others that apply to our NEOs and other executive officers.
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