Electronic Arts 2014 Annual Report Download - page 24

not create risks that are reasonably likely to have a material adverse effect on the Company. The “Compensation
Discussion and Analysis” section below generally describes the compensation policies and practices applicable
to our named executive officers.
Director Attendance at Annual Meetings
Our directors are expected to make every effort to attend our annual meeting of stockholders. Seven of the eight
directors who were elected at the 2013 Annual Meeting of Stockholders attended the meeting.
Stockholder Communications with the Board of Directors
EA stockholders may communicate with the Board of Directors as a whole, with a committee of the Board of
Directors, or with an individual director by sending a letter to EA’s Corporate Secretary at Electronic Arts Inc.,
209 Redwood Shores Parkway, Redwood City, CA 94065, or by sending an email to
[email protected]. All stockholder communications received will be handled in accordance
with procedures approved by the independent directors serving on the Board of Directors. For further information
regarding the submission of stockholder communications, please visit the Investor Relations section of our
website at http://investor.ea.com.
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 2014, Mr. Wilson, our 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 compensation paid to Mr. Probst and Mr. Wilson for fiscal 2014 is discussed in the
“Fiscal 2014 Summary Compensation Table”found on page 45 of this Proxy Statement. The table below reflects
the annualized components of cash compensation for directors (other than Mr. Probst and Mr. Wilson) that were
in place during fiscal 2014 and that will become effective on August 1, 2014. Because our Board year does not
correspond to our fiscal year, actual amounts paid during fiscal 2014 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 2014, see the “Fiscal 2014 Director Compensation Table” table below.
Annualized Components of Non-Employee Director Cash Compensation
Compensation Component
Fiscal
2014
Effective
August 1,
2014
Annual Retainer ............................................................. $50,000 $60,000
Service on the Audit Committee ................................................ $10,000 $15,000
Chair of the Audit Committee .................................................. $10,000 $15,000
Service on the Compensation Committee ......................................... $ 7,500 $12,500
Chair of the Compensation Committee ........................................... $ 7,500 $12,500
Service on the Nominating and Governance Committee ............................. $ 7,500 $10,000
Chair of the Nominating and Governance Committee ............................... $ 2,500 $10,000
Chairman of the Board of Directors ............................................. $50,000 $50,000
Service as Lead Director ...................................................... $25,000 $25,000
In addition, during fiscal 2014 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 2014.
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