Electronic Arts 2014 Annual Report Download - page 63

Proxy Statement
a director of EA) will review the transaction at the next scheduled meeting of such committee. In those instances
in which it is not practicable or desirable to wait until the next scheduled committee meeting, the chairperson of
the applicable committee shall consider the matter and report back to the relevant committee at the next
scheduled meeting.
In determining whether to approve or ratify a related person transaction, the Audit Committee or Nominating and
Governance Committee (or the relevant chairperson of such committee) shall consider all of the relevant facts
and circumstances available. No member of the Audit Committee or Nominating and Governance Committee
shall participate in any review, consideration or approval of any related person transaction with respect to which
such member or any of his or her immediate family members is the related person. The Audit Committee and
Nominating and Governance Committee (or the relevant chairperson) shall approve only those related person
transactions that are in, or are not inconsistent with, the best interests of EA and its stockholders, as determined
in good faith.
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
We enter into indemnification agreements with each of the members of our Board of Directors at the time they
join the Board of Directors to indemnify them to the extent permitted by law against any and all liabilities, costs,
expenses, amounts paid in settlement and damages incurred by the directors as a result of any lawsuit, or any
judicial, administrative or investigative proceeding in which the directors are sued or charged as a result of their
service as members of our Board of Directors.
Scott Probst
Scott Probst, the son of our Executive Chairman, has been employed by the Company since 2003, most recently
as a senior games producer. In fiscal 2014, the aggregate value of his total compensation, including base salary,
bonus award, and grant-date value of equity awards was less than $300,000, consistent with compensation
provided to other EA employees in similar positions. The Compensation Committee, on behalf of the Nominating
and Governance Committee, reviews the compensation decisions involving Scott Probst in accordance with our
Related Person Transactions Policy.
Other Relationships
In addition, we have engaged, and expect to continue to engage, in what we consider to be arm’s length
commercial dealings with Google Inc. Mr. Huber is a Senior Vice President at Google, working on projects in the
Google X division. Our significant commercial arrangements with Google include providing Android
applications on the Google Play platform, using a variety of Google’s advertising and analytics services, and
offering casual games in the Chrome Web Store. To date, these transactions have not been material to us or to
Google. Mr. Huber has no material direct or indirect interest in any of our commercial dealings with Google, and
therefore we do not consider these dealings to be “related person transactions” within the meaning of applicable
SEC rules. Our Board of Directors considered our dealings with Google in reaching its determination that
Mr. Huber is an independent director.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 2014, the Compensation Committee consisted of Mr. Hoag, Mr. Paul and Mr. Coleman, who was
appointed to the Committee on December 10, 2013. None of these individuals is an employee or current or
former officer of EA. No EA officer serves or has served since the beginning of fiscal 2014 as a member of the
board of directors or the compensation committee of a company at which a member of EA’s Compensation
Committee is an employee or officer.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires EA’s directors and executive officers, and persons who own more
than 10% of a registered class of EA’s equity securities, to file reports of ownership and changes in ownership of
common stock and other equity securities of EA. We have adopted procedures to assist EA’s directors and
officers in complying with these requirements, which include assisting officers and directors in preparing forms
for filing.
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