Electronic Arts 2013 Annual Report Download - page 23

Proxy Statement
DIRECTOR COMPENSATION AND STOCK OWNERSHIP GUIDELINES
Our Compensation 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 2013, Mr. Riccitiello, our former
CEO, did not receive any additional compensation for his service as a director. In addition, Mr. Probst, our
Executive Chairman, does not receive cash retainer fees for his service as a member of the Board while
performing the role of Executive Chairman. The table below reflects the annualized components of cash
compensation for directors (other than Mr. Riccitiello) that were in place during fiscal 2013. Because our Board
year does not correspond to our fiscal year, actual amounts paid during fiscal 2013 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 2013, see the “Fiscal 2013 Director Compensation Table” table below.
Fiscal 2013 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 Compensation Committee ................................................. $ 7,500
Chair of the Compensation 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 oversight 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 2013. No additional board compensation is paid to members
of the CEO Search Committee.
Stock Compensation
Non-employee directors are eligible to receive restricted stock units (“RSUs”) 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 2013, 10,000 RSUs were granted under the Equity Plan to each of our non-employee directors who were
re-elected at the 2012 Annual Meeting of Stockholders on July 26, 2012. Ms. Warren, who was appointed to the
Board of Directors as of May 16, 2013, will be granted a pro-rated grant of 2,500 RSUs on June 17, 2013. These
RSUs vest in their entirety on July 26, 2013. 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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