Electronic Arts 2014 Annual Report Download - page 19

Proxy Statement
or at any time during the past three years was employed by the Company. The subjective test states that an
independent director must be a person who lacks a relationship that, in the opinion of the Board of Directors,
would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The
Board of Directors has not established categorical standards or guidelines to make these subjective
determinations, but considers all relevant facts and circumstances.
In addition to the board-level standards for director independence, the directors who serve on the Audit and
Compensation Committees each satisfy standards established by the SEC and the NASDAQ Stock Market to
qualify as “independent” for the purposes of membership on those committees.
BOARD OF DIRECTORS, BOARD MEETINGS, AND COMMITTEES
The Board of Directors meets on a fixed schedule four times each year and also holds special meetings and acts
by written consent. In fiscal 2014, the Board of Directors met six times and also acted by written consent. At
each regularly scheduled meeting, the independent members of the Board of Directors meet in executive session
separately without management present.
Board of Directors Leadership Structure
Mr. Wilson serves as our CEO and Mr. Probst serves as our Executive Chairman. In addition, a Lead Director,
elected by the independent directors, is responsible for chairing executive sessions of the Board of Directors and
other meetings of the Board of Directors in the absence of the Chairman of the Board of Directors, serving as a
liaison between the Chairman of the Board of Directors and the other independent directors, and overseeing the
Board of Directors’ stockholder communication policies and procedures (including, under appropriate
circumstances, meeting with stockholders). Our Lead Director also may call meetings of the independent
directors. Mr. Simonson has served as Lead Director since 2009. Mr. Simonson was chosen by the independent
directors of the Board of Directors to serve as Lead Director following the 2014 Annual Meeting for an
additional one-year term ending with our 2015 Annual Meeting of Stockholders (the “2015 Annual Meeting”),
subject to Mr. Simonson’s re-election to the Board of Directors. We believe that our current board leadership
structure with Mr. Probst serving as the Chairman of the Board of Directors and Mr. Simonson serving as Lead
Director is appropriate for the Company. Given his 30 years of experience with the Company, more than 15 of
which he served as CEO, Mr. Probst has invaluable knowledge regarding the Company and gaming industry and
is uniquely positioned to lead the Board in its review of management’s strategic plans. As Mr. Probst does not
qualify as an independent director, the Company feels that it is beneficial for the effective functioning of the
Board to have an independent Lead Director undertake the duties identified above.
Board Committees
The Board of Directors currently has three standing committees, each of which operates under a charter approved
by the Board of Directors: the Audit Committee, the Compensation Committee, and the Nominating and
Governance Committee. The Board of Directors amended and restated the Audit Committee’s charter in May 2014,
the Compensation Committee’s charter in February 2013, and the Nominating and Governance Committee’s charter
in November 2012. Copies of each Committee’s charter may be found in the Investor Relations section of our
website at http://investor.ea.com. In accordance with the Committee charters, and with current regulatory
requirements, all members of these Committees are independent directors. During fiscal 2014, eight of our nine
directors standing for re-election attended 100% of all Board of Directors meetings and standing Committee
meetings held during the period for which he or she was a member; the remaining director attended 93% of all the
Board of Director meetings and Committee meetings held during the period for which he was a member.
The Committee assignments for the current Board year from July 31, 2013 (the date of the most recent Board of
Directors election and beginning of the current Board year) through the date of this Proxy Statement were as
follows:
Audit Committee: Richard A. Simonson (Chair), Jeffrey T. Huber, and
Denise F. Warren
Compensation Committee: Jay C. Hoag (Chair), Leonard S. Coleman (from
December 10, 2013) and Vivek Paul
Nominating and Governance Committee: Luis A. Ubiñas (Chair) and Leonard S. Coleman
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