Electronic Arts 2014 Annual Report Download - page 50

Equity Awards Grant Practices
Equity awards granted to executive officers during fiscal 2014 were approved by the Committee in advance of
the grant date and were generally made on the 16th of the month in which they were granted (or on the next
NASDAQ trading day thereafter if the 16th of the month fell on a Saturday, Sunday, or holiday). Mr. Probst was
granted an equity award on July 31, 2013, along with our non-employee Directors, for his service on the Board
for the 2013-2014 Board year. In connection with his appointment as CEO, the Board granted stock options to
Mr. Wilson on October 31, 2013. Based on his date of appointment, the Board chose to grant these options after
the close of the stock market on the second trading day following the Company’s release of earnings results for
the fiscal quarter ended September 30, 2013. The Committee has delegated authority for determining and
approving equity grants for senior executives (other than executive officers), vice presidents and other non-
executive employees, with pre-defined size limits and vesting schedules, to a committee consisting of our CEO
and Chief Talent Officer, that reports on their activities to the Committee on at least an annual basis.
Compensation Recovery
In July 2009, the Committee adopted a compensation recovery provision to be included in all equity award
agreements on a prospective basis. If an employee engages in fraud or other misconduct that contributes to an
obligation to restate the Company’s financial statements, this provision allows the Committee to terminate the
equity award and recapture any equity award proceeds received by the employee within the 12-month period
following the public issuance or filing of the financial statements required to be restated.
Section 162(m)
When making compensation decisions for our NEOs, the Committee considers if the compensation arrangements
are tax deductible under Section 162(m) of the Internal Revenue Code. However, tax deductibility is not the
primary factor in determining appropriate levels or modes of compensation. Since corporate objectives may not
always be consistent with the requirements for tax deductibility, we may, if consistent with our compensation
philosophy, enter into compensation arrangements under which payments are not fully deductible under
Section 162(m).
Accounting for Stock-Based Compensation
We account for our stock-based compensation awards in accordance with applicable accounting standards. The
comparable compensation expense of restricted stock units and stock options has removed a financial reporting
disincentive to use restricted stock units that existed before we began expensing stock options under the current
accounting standard. As such, we use restricted stock units for all employee groups, including our NEOs.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The following Compensation Committee Report on Executive Compensation shall not be deemed to be “soliciting
material” or to be “filed” with the Securities and Exchange Commission nor shall this information be
incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, except to the extent that EA specifically incorporates it by reference into a
filing.
The Committee has reviewed and discussed with management the Compensation Discussion and Analysis. Based
on its review and discussions with management, the Committee recommended to our Board of Directors that the
Compensation Discussion and Analysis be included in this Proxy Statement.
COMMITTEE MEMBERS
Jay C. Hoag (Chair)
Leonard Coleman
Vivek Paul
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