Electronic Arts 2015 Annual Report Download - page 19

Proxy Statement
BOARD OF DIRECTORS, BOARD MEETINGS, AND COMMITTEES
In fiscal 2015, the Board of Directors met six times and also acted by written consent. At each regularly
scheduled meeting, the independent members of the Board of Directors meet in executive session separately
without management present.
Board of Directors Leadership Structure
Mr. Wilson serves as our CEO and Mr. Probst serves as our Chairman. In addition, a Lead Director, elected by
the independent directors, is responsible for chairing executive sessions of the Board of Directors and other
meetings of the Board of Directors in the absence of the Chairman, serving as a liaison between the Chairman
and the other independent directors, and overseeing the Board of Directors’ stockholder communication policies
and procedures (including, under appropriate circumstances, meeting with stockholders). Our Lead Director also
may call meetings of the independent directors. Mr. Simonson has served as Lead Director since 2009. In May
2015, Mr. Ubiñas was chosen by our independent directors to serve as Lead Director following the Annual
Meeting for a two-year term ending with our 2017 Annual Meeting of Stockholders, subject to Mr. Ubiñas’ re-
election to the Board of Directors at the Annual Meeting.
The Board of Directors believes that this leadership structure with Mr. Wilson serving as CEO, Mr. Probst
serving as the Chairman and Mr. Ubiñas serving as Lead Director is the most appropriate leadership structure for
the Company at this time. Given his 30 years of experience with the Company, more than 15 of which he served
as CEO, Mr. Probst has invaluable knowledge regarding the Company and gaming industry and is uniquely
positioned to lead the Board of Directors in its review of management’s strategic plans. As Mr. Probst does not
qualify as an independent director, the Company feels that it is beneficial for the effective functioning of the
Board of Directors to have an independent Lead Director undertake the duties identified above.
Board Committees
The Board of Directors currently has a standing Audit Committee, Compensation Committee, and Nominating
and Governance Committee. The Audit Committee, Compensation Committee, and Nominating and Governance
Committee operate under written charters adopted by the Board. These charters are available in the Investor
Relations section of our website at http://investor.ea.com.
In accordance with the Committee charters, and with current regulatory requirements, all members of these
Committees are independent directors. During fiscal 2015, all nine of our directors standing for re-election
attended or participated in at least 78% or more of the aggregate of (1) the number of meetings of the Board or
Directors and (2) the number of meetings held by each Committee on which such director was a member. The
members of the Committees are shown below:
Audit Committee: Richard A. Simonson (Chair), Jeffrey T. Huber, and
Denise F. Warren
Nominating and Governance Committee: Luis A. Ubiñas (Chair) and Leonard S. Coleman
Compensation Committee: Jay C. Hoag (Chair), Leonard S. Coleman and Vivek Paul
Audit Committee
The Audit Committee assists the Board of Directors in its oversight of the Company’s financial reporting and is
directly responsible for the appointment, compensation and oversight of our independent auditors. The Audit
Committee is also responsible for additional matters, including establishing and maintaining complaint
procedures with respect to internal and external concerns regarding accounting or auditing matters. The Audit
Committee has the authority to obtain advice and assistance from outside advisors without seeking approval from
the Board of Directors, and the Company will provide appropriate funding for payment of compensation to
advisors engaged by the Audit Committee. The Audit Committee currently is comprised of three directors, each
of whom in the opinion of the Board of Directors meets the independence requirements and the financial literacy
standards of the NASDAQ Stock Market Rules, as well as the independence requirements of the SEC. The Board
of Directors has determined that Mr. Simonson meets the criteria for an “audit committee financial expert” as set
forth in applicable SEC rules. The Audit Committee met eight times in fiscal 2015. For further information about
the Audit Committee, please see the “Report of the Audit Committee of the Board of Directors” below.
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