Electronic Arts 2015 Annual Report Download - page 20

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Nominating and Governance Committee
The Nominating and Governance Committee is responsible for recommending to the Board of Directors
nominees for director and for appointing directors to Committees. The Nominating and Governance Committee
also is responsible for reviewing developments in corporate governance, recommending formal governance
standards to the Board of Directors, establishing the Board of Directors’ criteria for selecting nominees for
director and for reviewing from time to time the appropriate skills, characteristics and experience required of the
Board of Directors as a whole, as well as its individual members, including such factors as business experience
and diversity. In addition, the Nominating and Governance Committee is responsible for reviewing the
performance of the CEO and for reviewing and ensuring the quality of the Company’s succession plans,
including with respect to CEO succession. The Nominating and Governance Committee manages the process for
emergency planning in the event the CEO is unable to fulfill the responsibilities of the role and also periodically
evaluates internal and external CEO candidates for succession planning purposes. The Nominating and
Governance Committee also reviews with management diversity, corporate responsibility and sustainability
issues affecting the Company. The Nominating and Governance Committee currently is comprised of two
directors, each of whom in the opinion of the Board of Directors meets the independence requirements of the
NSADAQ Stock Market Rules. The Nominating and Governance Committee met four times in fiscal 2015.
Compensation Committee
The Compensation Committee is responsible for setting the overall compensation strategy for the Company,
determining the compensation of the CEO (via recommendation to the Board of Directors) and other executive
officers, and overseeing the Company’s bonus and equity incentive plans and other benefit plans. For further
information about the role of our executive officers in recommending the amount or form of executive
compensation, please see “The Process for Determining our NEOs’ Compensation” in the “Compensation
Discussion and Analysis” section of this Proxy Statement. In addition, the Compensation Committee is
responsible for reviewing and recommending to the Board of Directors compensation for non-employee
directors. The Compensation Committee is currently comprised of three directors, each of whom in the opinion
of the Board of Directors meets the independence requirements of the NASDAQ stock market rules and qualifies
as an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code, as amended. The
Compensation Committee may delegate any of its authority and duties to subcommittees, individual committee
members or management, as it deems appropriate in accordance with applicable laws, rules and regulations.
During fiscal 2015, the Compensation Committee met five times and also acted by written consent.
The Compensation Committee has the authority to engage the services of outside advisors, after first conducting
an independence assessment in accordance with applicable laws, regulations and exchange listing standards.
During fiscal 2015, the Compensation Committee engaged and directly retained Compensia, Inc., a national
compensation consulting firm, to assist with the Compensation Committee’s analysis and review of the
compensation of our executive officers and other aspects of our total compensation strategy. Compensia
performed no services for the Company and its management team during fiscal 2015. The Compensation
Committee has reviewed the independence of Compensia and determined that Compensia’s engagement did not
raise any conflicts of interest.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 2015, no member of the Compensation Committee was an employee or current or former officer of
EA. No EA officer serves or has served since the beginning of fiscal 2015 as a member of the board of directors
or the compensation committee of a company at which a member of EA’s Board and Compensation Committee
is an employee or officer.
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