Electronic Arts 2016 Annual Report Download - page 30

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. Our non-employee directors are 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 2016. For more information regarding the specific compensation received by each non-
employee director during fiscal 2016, see the “Fiscal 2016 Director Compensation Table” table below.
Compensation Component Amount
Annual Retainer ..................................................................... $60,000
Service on the Audit Committee ........................................................ $15,000
Chair of the Audit Committee .......................................................... $15,000
Service on the Compensation Committee ................................................. $12,500
Chair of the Compensation Committee ................................................... $12,500
Service on the Nominating and Governance Committee ...................................... $10,000
Chair of the Nominating and Governance Committee ........................................ $10,000
Chairman of the Board of Directors ...................................................... $50,000
Service as Lead Director .............................................................. $25,000
In addition, during fiscal 2016 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
areas such 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 2016.
Stock Compensation
In fiscal 2016, each of our non-employee directors who were re-elected at the 2015 Annual Meeting of
stockholders were granted restricted stock units with time-based vesting (“RSUs”) with a grant date fair value of
approximately $260,000. These RSUs will vest in their entirety on July 28, 2016.
Under the EIP, 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. Mr. Hoag, Mr. Huber, Mr. Paul,
Mr. Simonson and Ms. Warren received all or part of their cash compensation in the form of our common stock
during fiscal 2016.
Other Benefits
Non-employee directors who are not employed with any other company are offered an opportunity to purchase
certain EA health, dental and vision insurance while serving as a director with the option for the continuation of
benefits upon the expiration of their Board of Directors term. Participating directors pay 100% of their own
insurance premiums.
Stock Ownership Guidelines
Each non-employee director is required, within five years of becoming a director, to own a number of shares of
EA common stock having a value of at least five years’ annual retainer for service on our Board of Directors.
22