Electronic Arts 2014 Annual Report Download - page 20

In addition to the Board’s three standing committees described above, on February 26, 2014, the Board of
Directors established a temporary special committee comprised of Lawrence F. Probst III and the members of the
Audit Committee. The Board delegated to this special committee authority, on behalf of the full Board, to
consider and, if acceptable to the special committee, to approve certain Company transactions during the fourth
quarter of fiscal 2014 and the first quarter of fiscal 2015 relating to the repatriation of cash held by certain of the
Company’s foreign subsidiaries and the new share purchase program announced in May 2014.
Audit Committee
The Audit Committee assists the Board of Directors in its oversight of the Company’s financial reporting and
other matters, and is directly responsible for the appointment, compensation and oversight of our independent
auditors. The Audit Committee currently is comprised of three directors, each of whom in the opinion of the
Board of Directors meets the independence requirements and the financial literacy standards of the NASDAQ
Stock Market Rules, as well as the independence requirements of the SEC. The Board of Directors has
determined that Mr. Simonson meets the criteria for an “audit committee financial expert” as set forth in
applicable SEC rules. The Audit Committee met eight times in fiscal 2014 and also acted by written consent. For
further information about the Audit Committee, please see the “Report of the Audit Committee of the Board of
Directors” below.
Compensation Committee
The Compensation Committee is responsible for setting the overall compensation strategy for the Company,
determining the compensation of the CEO (via recommendation to the Board of Directors), and other executive
officers, and overseeing the Company’s bonus and equity incentive plans and other benefit plans. The CEO shall
not be present during any Committee review or deliberation of CEO compensation. In addition, the
Compensation Committee is responsible for reviewing and recommending to the Board of Directors
compensation for non-employee directors. The Compensation Committee is currently comprised of three
directors, each of whom in the opinion of the Board of Directors meets the independence requirements of the
NASDAQ Stock Market Rules and qualifies as an “outside director” within the meaning of Section 162(m) of the
Internal Revenue Code, as amended. The Compensation Committee may delegate its authority and duties to
subcommittees, individual committee members or management, as it deems appropriate in accordance with
applicable laws, rules and regulations.
The Compensation Committee has regularly-scheduled meetings on a quarterly basis and holds additional
meetings as needed during the year. The Compensation Committee also takes action by written consent, often
after informal telephone discussions and other communications among the Compensation Committee members
and members of management. During fiscal 2014, the Compensation Committee met eight times, four of which
were regularly-scheduled quarterly meetings and the remainder of which were special sessions, and also acted by
written consent.
For its regularly-scheduled meetings, the Compensation Committee maintains a calendar to help guide the
meeting agendas and to ensure fulfillment of the various responsibilities outlined in the Compensation
Committee’s charter. In fiscal 2014, this calendar included a review of the compensation philosophy of the
Company, talent and succession planning, a review of the Company’s retirement and health and welfare plans,
designation of the Company’s peer group for compensation purposes, recommendations and decisions on the
compensation of executive officers (including base salaries, target cash bonus opportunities, equity awards and
annual cash bonus payments), review and approval of director compensation and other administrative matters.
In fiscal 2014, the Compensation Committee held special meetings to consider a variety of items including the
terms and conditions of compensation arrangements for executive officers, including our Executive Chairman
and our CEO.
The Compensation Committee has the authority to engage the services of outside advisors, after first conducting
an independence assessment in accordance with applicable laws, regulations and exchange listing standards.
During fiscal 2014, the Compensation Committee engaged Compensia, Inc., a national compensation consulting
firm, to assist with the Compensation Committee’s analysis and review of the compensation of our executive
officers and other aspects of our total compensation strategy. Compensia also advised the Compensation
Committee with respect to each element of total direct compensation, including base salary, bonus, and equity
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