Electronic Arts 2014 Annual Report Download - page 25

Proxy Statement
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 2014, 10,000 RSUs were granted under the Company’s 2000 Equity Incentive Plan to each of our non-
employee directors who were re-elected at the 2013 Annual Meeting of Stockholders on July 31, 2013, as well as
to Mr. Probst following his re-election as a director at that meeting. These RSUs vest in their entirety on July 31,
2014. Under the 2000 Equity Incentive 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% 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.
In May 2014, the Board of Directors approved a change to the stock compensation granted to directors following
election or re-election to the Board. Effective with grants made following the 2014 Annual Meeting and pursuant
to the terms of the 2000 Equity Incentive Plan, each of our non-employee directors will be granted an equity
award with a grant date fair value of $260,000. This equity award will be comprised of 50% RSUs and 50%
stock options, which will vest in their entirety upon the earlier of one year from the date of grant or the date of
the 2015 Annual Meeting. For additional information regarding the valuation methodology for stock options and
RSUs, see Note 15, “Stock-Based Compensation and Employee Benefit Plans”, to the Consolidated Financial
Statements in our 2014 Annual Report.
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% of their own insurance premiums.
Deferred Compensation Plan
We maintain a Deferred Compensation Plan (“DCP”) that allows our directors and certain employees, including
our named executive officers, to defer receipt of their director fees or base salary, as the case may be, into cash
accounts that mirror the gains and/or losses of several different investment funds, which correspond to the funds
we have selected for our 401(k) plan. Director participants may defer up to 100% of their director fees until the
date(s) they have specified. We are not required to make any contributions to the DCP and did not do so in fiscal
2014.
Stock Ownership Guidelines
Each non-employee director is required, within three years of becoming a director, to own shares of EA common
stock or vested RSUs having a value of at least three years’ annual retainer for service on the Board of Directors.
As of March 31, 2014, each of our directors had either fulfilled their ownership requirements or had not yet
reached three years of service. Mr. Hoag is currently eligible to satisfy his ownership requirements through
holdings of EA stock by Technology Crossover Ventures.
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