Electronic Arts 2014 Annual Report Download - page 21

Proxy Statement
awards for executive officers and senior executives. Compensia attends all Compensation Committee meetings,
works directly with the Compensation Committee Chair and Compensation Committee members, and sends all
invoices, including descriptions of services rendered, to the Compensation Committee Chair for review and
payment. Compensia performed no other services for the Company and no work at the request of our
management team during fiscal 2014. The Committee previously reviewed the independence of Compensia and
determined that Compensia’s engagement did not raise any conflicts of interest. During fiscal 2014, the
Compensation Committee also engaged Frederic W. Cook & Co., a national compensation consulting firm, to
assist the Compensation Committee with a review of compensation levels for members of the Board of Directors.
The Committee reviewed the independence of Frederic W. Cook & Co. and determined that its engagement did
not raise any conflicts of interest. Frederic W. Cook & Co. performed no other services for the Company during
fiscal 2014.
Nominating and Governance Committee
The Nominating and Governance Committee is responsible for recommending to the Board of Directors
nominees for election to the Board of Directors and for appointing directors to Board Committees. The
Nominating and Governance Committee also is responsible for reviewing developments in corporate governance,
recommending formal governance standards to the Board of Directors, establishing the Board of Directors’
criteria for selecting nominees for director and for reviewing from time to time the appropriate skills,
characteristics and experience required of the Board of Directors as a whole, as well as its individual members,
including such factors as business experience and diversity. In addition, the Nominating and Governance
Committee is responsible for reviewing the performance of the CEO and for reviewing and ensuring the quality
of the Company’s succession plans, including with respect to CEO succession. The Committee manages the
process for emergency planning in the event the CEO is unable to fulfill the responsibilities of the role and also
periodically evaluates internal and external CEO candidates for succession planning purposes. The Committee
also reviews with management diversity, corporate responsibility and sustainability issues affecting the
Company.
The Nominating and Governance Committee currently is comprised of two directors, each of whom in the
opinion of the Board of Directors meets the independence requirements of the NASDAQ Stock Market Rules.
The Nominating and Governance Committee met four times in fiscal 2014.
In evaluating nominees for director to recommend to the Board of Directors, the Nominating and Governance
Committee will take into account many factors within the context of the characteristics and needs of the Board of
Directors as a whole. While the specific needs of the Board of Directors may change from time to time, all
nominees for director are considered on the basis of the following minimum qualifications:
• The highest level of personal and professional ethics and integrity, including a commitment to EA’s
values;
• Practical wisdom and mature judgment;
• Significant leadership experience in business, entertainment, technology, finance, corporate governance,
public interest or other disciplines relevant to EA’s long-term success;
• The ability to gain an in-depth understanding of EA’s business; and
• A willingness to represent the best interests of all EA stockholders and objectively appraise
management’s performance.
While there is no formal policy with regard to diversity, when considering candidates as potential members of the
Board of Directors, the Nominating and Governance Committee considers the skills, background and experience
of each candidate to evaluate his or her ability to contribute diverse perspectives to the Board of Directors. The
goal of the Nominating and Governance Committee is to select candidates that have complementary and diverse
perspectives, which together contribute to the Board of Directors’ effectiveness as a whole. The primary
consideration is to identify candidates who will best fulfill the Board of Directors’ and the Company’s needs at
the time of the search. Therefore, the Nominating and Governance Committee does not believe it is appropriate
to either nominate or exclude from nomination an individual based on gender, ethnicity, race, age, or similar
factors.
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