Electronic Arts 2015 Annual Report Download - page 27

Proxy Statement
DIRECTOR COMPENSATION AND STOCK OWNERSHIP
GUIDELINES
Our Compensation Committee is responsible for reviewing and recommending to our Board of Directors the
compensation paid to our non-employee directors. Historically, our non-employee directors have been paid a mix
of cash and equity compensation for their service as directors.
Cash Compensation
The table below reflects the annualized components of cash compensation for non-employee directors that were
in place during fiscal 2015. In May 2014, the Board approved an increase in the annual cash retainer for non-
employee directors from $50,000 to $60,000 and also approved increases in respect of serving on or chairing
each of our respective Committees. Because our Board year does not correspond to our fiscal year, actual
amounts paid during fiscal 2015 were pro-rated based on the annualized figures in the following table. For more
information regarding the specific compensation received by each non-employee director during fiscal 2015, see
the “Fiscal 2015 Director Compensation Table” table below.
Compensation Component
Fiscal
2015 (Apr.
to July)
Fiscal
2015 (Aug.
to March)
Annual Retainer ........................................................... $50,000 $60,000
Service on the Audit Committee .............................................. $10,000 $15,000
Chair of the Audit Committee ................................................ $10,000 $15,000
Service on the Compensation Committee ....................................... $ 7,500 $12,500
Chair of the Compensation Committee ......................................... $ 7,500 $12,500
Service on the Nominating and Governance Committee ............................ $ 7,500 $10,000
Chair of the Nominating and Governance Committee ............................. $ 2,500 $10,000
Chairman of the Board of Directors ........................................... $50,000 $50,000
Service as Lead Director .................................................... $25,000 $25,000
In addition, during fiscal 2015 individual directors were eligible to earn up to $1,000 per day, with the approval
of the Board of Directors, for special assignments, which may include providing oversight to management in
such areas as sales, marketing, public relations, technology and finance (provided, however, no independent
director is eligible for a special assignment if the assignment or payment for the assignment would prevent the
director from being considered independent under applicable NASDAQ Stock Market or SEC rules). No
directors earned any compensation for special assignments during fiscal 2015.
Stock Compensation
In fiscal 2015, each of our non-employee directors who were re-elected at the 2014 Annual Meeting of
Stockholders on July 31, 2014 were granted an equity award with a grant date fair value of $260,000. This equity
award was comprised of 50% RSUs and 50% stock options, which will vest in their entirety on July 31, 2015.
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. These 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 fiscal 2015,
Mr. Hoag, Mr. Huber, Mr. Paul and Mr. Simonson made the election to receive all of their cash compensation in
the form of our common stock.
In February 2015, our Board of Directors approved a change to the stock compensation granted to directors
following election or re-election to the Board of Directors. Effective with grants made following the Annual
Meeting and pursuant to the terms of the 2000 Equity Incentive Plan, each director will be granted an equity
award comprised of 100% RSUs, which will vest in their entirety upon the earlier of one year from the date of
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