Electronic Arts 2016 Annual Report Download - page 22

DIRECTOR INDEPENDENCE
Our Board of Directors has determined that each of Mr. Coleman, Mr. Hoag, Mr. Huber, Mr. Paul, Ms. Roche,
Mr. Simonson, Mr. Ubiñas and Ms. Warren qualifies as an “independent director” as that term is used in the
NASDAQ Stock Market Rules. Mr. Probst, who served as our Executive Chairman through December 31, 2014,
and Mr. Wilson, our CEO, do not qualify as independent.
In addition to the board-level standards for director independence, the directors who serve on the Nominating and
Governance, Audit and Compensation Committees each satisfy standards established by the SEC and the
NASDAQ Stock Market to qualify as “independent” for the purposes of membership on those committees.
BOARD OF DIRECTORS, BOARD MEETINGS, AND COMMITTEES
In fiscal 2016, the Board of Directors met six times and also acted by written consent. At regularly scheduled
meetings, 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, Mr. Ubiñas, our Lead
Director, was elected by the independent directors and 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).
Mr. Ubiñas also may call meetings of the independent directors. Mr. Ubiñas is serving a two-year term as Lead
Director, ending with our 2017 Annual Meeting of stockholders, subject to his 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 over 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 interactive entertainment
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 of Directors. 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 2016, all nine of our directors standing for re-election
attended or participated in 86% 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. Talbott Roche
was appointed to the Board of Directors in June 2016 and is not included in the calculations of our directors’
fiscal 2016 attendance. 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), Leonard S. Coleman and Vivek
Paul (from February 3, 2016)
Compensation Committee: Jay C. Hoag (Chair), Leonard S. Coleman, Vivek Paul
(until February 3, 2016) and Talbott Roche (from June 6,
2016)
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