Electronic Arts 2016 Annual Report Download - page 25

Proxy Statement
Compensation Committee with members of management responsible for structuring the Company’s
compensation programs. Each of the committees regularly report to the full Board of Directors on matters
relating to the specific areas of risk that each committee oversees.
As part of their risk oversight efforts, the Compensation Committee evaluated our compensation programs to
determine whether the design and operation of our policies and practices could encourage executives or
employees to take excessive or inappropriate risks that would be reasonably likely to have a material adverse
effect on the Company and have concluded that they do not.
In making that determination, the Compensation Committee considered the design, size, and scope of our cash
and equity incentive programs and program features that mitigate against potential risks, such as payout caps,
cash and equity award clawbacks, the quality and mix of performance-based and “at risk” compensation, and,
with regard to our equity incentive programs, the stock ownership requirements applicable to our executives. The
Compensation Committee reviewed the results of their evaluation with management and the Compensation
Committee’s consultant, Compensia. The Compensation Committee concluded that our compensation policies
and practices strike an appropriate balance of risk and reward in relation to our overall business strategy, and do
not create risks that are reasonably likely to have a material adverse effect on the Company.
In addition, the Compensation Committee considered risks associated with the retention of employees given the
Company’s stock price performance over the last several years and the structure and vesting schedules of equity
awards previously granted to employees.
The “Compensation Discussion and Analysis” section below generally describes the compensation policies and
practices applicable to our named executive officers.
RELATED PERSON TRANSACTIONS POLICY
Our Board of Directors has adopted a written Related Person Transactions Policy. The purpose of the policy is to
describe the procedures used to identify, review, approve or ratify and, if necessary, disclose “related-person
transactions,” as defined in Section 404 of Regulation S-K, involving EA or its subsidiaries and related persons. Under
this policy, a related person is a director, officer, nominee for director, greater than 5% stockholder or entity in which
any of the foregoing persons is either employed in certain positions, or owns more than a 10% interest, or an
immediate family member of any of the foregoing, in each case as of the last completed fiscal year. We review any
transaction or series of transactions in which EA or any subsidiary is a participant, the amount of which exceeds
$120,000 and in which any related person has a direct or indirect interest, as well as any transaction for which EA’s
Global Code of Conduct or Conflict of Interest Policy would require approval of the Board of Directors.
Once a related person transaction has been identified, the Audit Committee (if the transaction involves an
executive officer) or the Nominating and Governance Committee (if the transaction involves a director) are
responsible for reviewing the transaction at the next scheduled meeting of such committee. If it is not practicable
or desirable to wait until the next scheduled meeting, the chairperson of the applicable committee considers the
matter and reports 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) considers all of the relevant facts and circumstances available
and related person transactions are only approved if they are in, or not inconsistent with, the best interests of EA
and its stockholders. No member of the Audit Committee or Nominating and Governance Committee is
permitted to 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.
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
Scott Probst
Scott Probst, the son of our Chairman, has been employed by the Company since 2003. Mr. Probst serves as
General Manager and Executive Producer of Visceral Studio. The aggregate value of his total compensation in
fiscal 2016, including base salary, bonus award, and grant-date value of equity awards, was an amount consistent
with total compensation provided to other EA employees in similar positions and less than $600,000. The
Compensation Committee reviews the compensation decisions involving Scott Probst in accordance with our
Related Person Transactions Policy.
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