| 20% | | Social Ecosystems & Creative Autonomy Invest in product innovations and platform capabilities to unlock the power of social engagement and player creativity | ■Develop and test creative autonomy platform (CAP) capabilities with targeted number of players | | ■Achieved participation by targeted number of test players, with key performance indicator targets successfully met or exceeded in all areas | | ■Achieved Target | | | ■Launch beta platform for a specified title | | ■Achieved by completing scheduled delivery of betas | | ■Achieved Target | | | ■Establish baseline measure of community sense of safety, inclusion and fairness | | ■Created benchmarks for safety, inclusion, and fairness through data analysis | | ■Achieved Target | | 20% | | Aggregation & Distribution Increase our player base and expand partnerships through sub distribution and geographic expansion | | ■Increase Mobile DAU’s by a designated percentage and grow HD MAU’s by a designated percentage | | ■Surpassed goal by 21% in Mobile DAU’s through strong engagement in mobile; remained shy of goal on full year HD MAUs | | ■Exceeded Target as to Mobile DAU’s; Missed Target as to HD MAU’s | | | ■Increase number of player accounts to specified target | | ■Surpassed goal through strong engagement across the games portfolios | | ■Exceeded Target | | | ■Increase EA Play quarterly active members by a designated percentage | | ■Increased quarterly active members but remained shy of goal | | ■Missed Target | | | ■Increase players in Asia by a designated percentage | | ■Surpassed goal by 16% through strong engagement in the region | | ■Exceeded Target | | 10% | | Talent Attract and retain the talent we need to power our business while increasing diversity representation across all levels | | ■Employee satisfaction score at or above a designated level | | ■Surpassed goal by 4 points based on results of employee survey data | | ■Exceeded Target | | | ■Critical talent retention at a designated level | | ■Surpassed goal by 8% through active efforts to retain top talent, which have resulted in low attrition | | ■Exceeded Target | | | ■Increase global representation of women and underrepresented groups by designated percentages | | ■Achieved targets for women and certain underrepresented groups through recruiting and retention efforts, all the while laying the groundwork for continued increases among all groups; missed one target | | ■Slightly Missed Target | | 10% | | Culture & Work: Build a culture of continual improvement; where employees know what is expected, rewarded for their performance and operate in a work model that enables productivity, well-being, fairness, and equity. Evolve our organization towards environmental sustainability | | ■ Executive-level goal-setting to drive workplace engagement | | ■Achieved by executive-level employees | | ■Achieved Target | | | | ■Future of work arrangements goal | | ■Surpassed goal with 87% participation by employees | | | ■ Exceeded Target | 42 | | |
| | | ■Multi-point increase in work/life balance score | | ■Achieved targeted score, resulting in the highest work/life balance score to date | | | ■Achieved Target | | Executive Compensation Matters | |
| | | ■Establish FY23 as baseline year for Scope 1 and 2 emissions and develop measurement tools for key Scope 3 emissions | | ■Successfully established Scope 1 and 2 baseline year by identifying, describing and quantifying those emissions; implemented process to capture additional Scope 3 categories, with their disclosure to follow in our 2023 Impact Report | | | | Strategic and Operating Objectives | Key Measures | Key Highlights | Games:
Create the greatest and most innovative games and content that surprise and amaze our players, creators, and viewers
| •Number of new game releases
•Growth in live services and other net bookings as well as mobile net bookings against fiscal 2021 plan
| •Navigated a major platform transition to next generation consoles and launched 13 new games, achieving our fiscal 2021 title offerings, while our global game development teams worked remotely
•Record live services and other net bookings of $4.6 billion for fiscal 2021, exceeding fiscal 2021 plan
•Delivered year-over-year mobile net bookings growth, exceeding fiscal 2021 plan; launched FIFA Mobile in Korea, FIFA Mobile in Japan and Madden Mobile 21
•Completed the acquisitions of Codemasters, Glu Mobile and Metalhead Software, accelerating our global leadership within racing entertainment and the growth of our mobile business, while also adding valuable IP to our portfolio
| Services:
Offer the services players want that extend gameplay and enhance how they interact with and connect to their games and friends, across games and platforms
| •Percentage availability of services
•Improved metrics in player engagement, conversion, and satisfaction
| •■Achieved over 99.7% availability of all services in fiscal 2021, meeting our fiscal 2021 plan target, while our global workforce remained fully distributed
•Saw record levels of engagement across several of our key franchises, including Apex Legends, with no material service interruptions
•EA Desktop, our PC platform, drove positive player sentiment
| Audience:
Expand frictionless access to a connected world of play, by helping more players discover, buy, and enjoy amazing game experiences
| •Growth in subscriber base
•Platform expansion, measured by platform title launches
•Drive increased engagement through competitive gaming initiatives
| •Reached over 500 million players across our player network within mobile, console and PC
•Expanded content reach through title launches on Game Pass Ultimate, Steam, Stadia, Switch and Gen 5 consoles, including the launch of Star WarsTM: Jedi Fallen Order on Google Stadia and FIFA 21 and Madden NFL 21 on PS5 and Xbox Series X
| Healthy Communities:
Foster a safe and transparent environment for players and viewers by addressing online safety, healthy play, and fair play in and around our games
| •Develop initiatives and principles to support healthy play, online safety, and fair play
| •Established Positive Play group to help build safe, fair, and inclusive communities, and introduced Positive Play Charter
•Launched playtime tracking, monthly spend limits for teens, and FIFA in-game dashboards
•Launched time and spend controls on Origin
| People:
Maintain the health and productivity of our global workforce as we navigate the Company through a series of unprecedented crises
| •Maintain employee engagement eSat scores
•Strengthen workforce diversity representation year-over-year
•Providing meaningful support to our global workforce during COVID-19
| •Record employee engagement scores, with manager eSat scores significantly above target for fiscal 2021
•EA’s organic business increased global women and underrepresented talent year-over-year as a percentage of total employees, employees in technical roles and in people management roles
•Supported the health, safety, and wellbeing of our global workforce during the COVID-19 pandemic, including by providing employees:
◦unlimited paid sick time during the first seven months of the pandemic, in addition to our regular paid time off and paid sick leave policies;
◦80 hours of paid time off for caregiving reasons relating to the pandemic;
◦COVID-19 support payments totaling approximately $32.5 million during fiscal 2021 to assist employees with work-from-home and other pandemic-related expenses, with additional payments to be made in fiscal 2022;
◦ergonomic assessments, and additional mental and physical health and wellbeing services; and
◦additional rewards for certain essential on-site workers.Target
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| 36 | | | | | | | | | | 2021 Proxy Statement | 43 |
| | | | | | | | | | Executive Compensation Matters | |
Table of Contents COMPENSATION DISCUSSION & ANALYSIS Step 4: Conduct Individual Performance Assessments and Determine IPMs Conduct
Individual Performance Assessments
As described above, individual performance is a key factor in determining the amount of each NEO’s annual bonus. Each year, the Board of Directors for Mr. Wilson, and the Compensation Committee, in consultation with Mr. Wilson and our Chief People Officer, for all NEOs except Mr. Wilson, review and approve the individual performance objectives for the NEOs.
For Mr. Wilson, theWilson’s individual performance objectives for fiscal year 2023 are based 60% on non-GAAP financial objectives and 40% on strategic and operating objectives. For all other NEOs, the individual objectives are based on strategic and operating objectives tailored to the functions led by each NEO and aligned to the achievement of our overall fiscal 2021year 2023 plan approved by the Board of Directors, as well as qualitative factors including leadership and talent development, and goals related to diversity and inclusion initiatives. Each NEO’s individual performance result is based on the Board of Director’s or the Compensation Committee’s assessment of the NEO’s overall performance, including achievement of individual objectives set earlier in the fiscal year.
Determine Individual Performance Modifiers (IPMs)
development.At the end of each fiscal year, the Board of Directors for Mr. Wilson, and the Compensation Committee, in consultation with Mr. Wilson and our Chief People Officer, for all other NEOs, assess the individual performance of our NEOs and based on that assessment, determine each NEO’s individual performance modifier, or IPM, at a percentage between 0% and 200% (subject to the overall cap of 2x target bonus for the annual cash bonus award). Consistent with our pay-for-performance philosophy, a higher individual performance assessment would result in a higher IPM, and vice-versa, so that an executive with a lower assessment could receive less than his or her target bonus. If an NEOexecutive meets a high level of performance expectations, he or she would receive an IPM of 100%. or greater. To receive an IPM of 200%, the NEO must demonstrate sustained, truly extraordinary performance, and the Board of Directors and Compensation Committee expect that assigning an IPM at this level would occur in rare circumstances only. With the exception of our CEO, the performance assessment for each of our executivesNEOs is based wholly on a qualitativean assessment of each executive officer’sexecutive’s performance, considering his or her overall performance for the year,year; impact on our business and culture,culture; demonstrated results, as well asresults; the executive’s strong leadership, strategic vision,leadership; and execution onof key objectives, and management capabilities.objectives. No single factor is determinative. For Mr. Wilson, the Board of Directors considered theconsiders achievement of the fiscal 2021 financial and strategic objectives weighted 60% and 40%, respectively, that were established for him for the fiscal year. Determination of Fiscal 2021Year 2023 Performance Cash Bonus Awards for our NEOs NEOs’ Leadership in Response to the Unprecedented Challenges of the COVID-19 Pandemic
The Board of Directors and the Compensation Committee believekey results that the NEOs’ exceptional leadership managing the Company and our global employees was critical in driving the Company’s many successes this year despite the extreme challenges of the COVID-19 pandemic, with stay-at-home orders, a fully-distributed workforce, and health and safety concerns, among others. Throughout fiscal 2021 our NEOs executed strategies to address employee health, safety and wellbeing, business continuity, risk mitigation, security, and information technology to respond to the rapidly evolving situation of the pandemic, while at the same time delivering on our title plan, growing our live services business, and generating strong financial performance.
Under the NEOs’ leadership, we:
•mobilized quickly to support our global workforce by enabling employees to work from home;
•supported the health, safety and wellbeing of our global workforce, including by providing unlimited paid sick time during the first seven months of the pandemic, 80 hours of paid time off for caregiving reasons relating to the pandemic, ergonomic assessments, additional mental health and wellbeing services, and COVID-19 support payments totaling approximately $32.5 million during fiscal 2021 to assist with work-from-home and other pandemic-related expenses, with additional payments to be made in fiscal 2022;
•achieved record employee satisfaction scores across the organization as we focused on our employees’ safety and wellbeing as a key priority during this time;
•enhanced our information technology systems to support our distributed workforce, maintain productivity, increase security, and mitigate the disruption to operations brought about by stay-at-home orders;
•adapted our operations, including our content development processes, enabling us to continue to deliver on our strategic objectives;
•navigated a major platform transition to next generation consoles while also delivering on our title plan, launching 13 new games during the fiscal year, all while our employees worked from home across the globe; and
•through our amazing games and live services, brought our global gaming community together virtually to maintain social connections during a time of physical distancing.
The Board of Directors and the Compensation Committee considered these exceptional achievements and contributions when assessing the performance of our NEOs and approving their individual performance modifiers.
| | | | | | | | | | Executive Compensation Matters | |
Fiscal 2021 Performance Cash Bonus Award for our CEO
In determining Mr. Wilson’s actual performance cash bonus award for fiscal 2021,influenced the Board of Directors considered the weighting and achievement ofDirectors’ decisions regarding Mr. Wilson’s fiscal 2021 financial and strategic objectives, as set forthperformance are identified below. The Board of Directors takes a holistic approach to evaluating the achievement of the CEO’s financial and strategic and operating objectives and does not assign a specific weighting to any one factor within each of these two categories. The key results that influenced the Board of Directors’ decisions regarding Mr. Wilson’s performance are listed below.
| | | | | | | | | | | | | | | | | | | Mr. Wilson Chief Executive Officer | | | | | | Individual Performance Modifier After reviewing his achievements for fiscal 2021, the Board of Directors approved an IPM of 129% for Mr. Wilson. Key Highlights for Fiscal 2021 To determine Mr. Wilson’s actual performance cash bonus award, the Board of Directors considered Mr. Wilson’s performance against the financial and strategic and operating objectives for fiscal 2021, as highlighted below. The Board of Directors also considered Mr. Wilson’s leadership and contributions in successfully navigating the Company through the challenges of the COVID-19 pandemic, as described above. | | | | | | | | Non-GAAP Financial Objectives (60% weight): | | | | | | | | | | | | (in millions, except earnings per share) | Target | Actual(1) | | Net Revenue | $ | 5,550 | $ | 6,190 | | Gross Profit | $ | 4,168 | $ | 4,705 | | Operating Expenses | $ | 2,399 | $ | 2,629 | | Diluted Earnings Per Share(2) | $ | 4.90 | $ | 5.75 | | Operating Cash Flow | $ | 1,650 | $ | 1,934 | | | | | | | | (1)Appendix A to this Proxy Statement provides a reconciliation between our non-GAAP financial measures and our audited financial statements. (2)For purpose of measuring achievement of Mr. Wilson’s diluted earnings per share objective, a share count of 292 million was used. | | Strategic and Operating Objectives (40% weight): Under Mr. Wilson’s leadership, the Company executed on key strategic and operating objectives that were established for the fiscal year and that our CEO is responsible for delivering. These objectives were designed to position Electronic Arts as a digital interactive entertainment platform by, among other things, investing in the next generation of gaming, growing our portfolio, and enabling more players to connect with and engage with each other and our games, as highlighted below. Games Under Mr. Wilson’s leadership, we delivered amazing games and content and executed on key objectives and growth drivers to position EA for continued growth. During fiscal 2021 we: •delivered on our fiscal 2021 release slate, launching 13 major games during fiscal 2021, including FIFA 21, Madden NFL 21, NHL 21, Star WarsTM: Squadrons, Medal of HonorTM: Above and Beyond, and Need for SpeedTM Hot Pursuit Remastered; •achieved $6.190 billion in net bookings for the fiscal year, a 15.2% increase over fiscal 2020; •completed the acquisitions of Codemasters, Glu Mobile, and Metalhead Software, accelerating our global leadership within racing entertainment and the growth of our mobile business, while also adding valuable intellectual property to our portfolio and strengthening our global talent pool. |
| | | | | | | | | | Executive Compensation Matters | |
| | | | | | | | | | | | | | | | | | | Services
During fiscal 2021, we offered live services that extend gameplay and enhance how players interact with and connect to their games and friends, across games and platforms. We achieved:
•record live services and other net bookings of $4.6 billion for the fiscal year;
•FIFA Ultimate Team players grew 16% year-over-year; and
•key service availability metrics for the fiscal year.
Audience
We connected more players, across more platforms, and more ways to play, while bringing our global gaming community together virtually to maintain social connections during the COVID-19 pandemic. Under Mr. Wilson’s leadership we:
•launched the platform expansion for our portfolio with Star WarsTM:Jedi Fallen Order on Google Stadia and FIFA 21 and Madden NFL 21 on PS5 and Xbox Series X;
•reached over 500 million players across our player network within mobile, console and PC; and
•had over 100 million players of Apex LegendsTM life to date on console/PC, and Season 8 had more than 12 million weekly average players; and
•saw a record number of new players join Madden NFL on console/PC during fiscal 2021.
Healthy Communities
During fiscal 2021, we fostered a safe and transparent environment for players and viewers by addressing online safety, healthy play, and fair play in and around our games. Under Mr. Wilson’s leadership we:
•established our Positive Play group to help build safe, fair, and inclusive communities, and introduced our Positive Play Charter; and
•launched playtime tracking, monthly spend limits for teens, and FIFA in-game dashboards.
People
During fiscal 2021, we supported our global workforce, focusing on health, wellbeing, and safety first and foremost, as we navigated the challenges of the COVID-19 pandemic, while also demonstrating our commitment to diversity and inclusion in the workforce. Under Mr. Wilson’s leadership we:
•maintained high employee satisfaction score averages;
•published our first annual Impact Report, detailing our commitments and progress in important social and environmental focus areas, including to build diverse and healthy teams;
•EA’s organic business increased global women and underrepresented talent year-over-year as a percentage of total employees, employees in technical roles and in people management roles; and
•supported our global workforce during the COVID-19 pandemic by providing additional paid time off, COVID-19 support payments, and other benefits to support the safety, mental health and wellbeing of our employees.
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| | | | | | | | | | Executive Compensation Matters | |
Fiscal 2021 Performance Cash Bonus Awards for the Other NEOs
In determining the actual performance cash bonus awards for our other NEOs, Mr. Wilson and our Chief People Officer reviewed each NEO’s achievements against the individual performance objectives for fiscal 2021year 2023 and provided their recommendations to the Compensation Committee for review and approval. The key results that influenced the Compensation Committee’s decisions regarding each NEO’s individual performance are listed below.
Table of Contents COMPENSATION DISCUSSION & ANALYSIS
| Mr. Wilson
Chief Executive Officer | | | | | | | Mr. Jorgensen
Chief Operating Officer and Chief Financial Officer
| | Mr. Jorgensen is responsible for EA’s financial management, operational effectiveness, and developing business strategies and opportunities for EA’s long-term growth.
Individual Performance Modifier After reviewing his achievements for fiscal 2021,year 2023, the Board of Directors approved an IPM of 115% for Mr. Wilson. Key Highlights for Fiscal Year 2023 In May 2023, the Board of Directors considered Mr. Wilson's performance against the financial and strategic and operating objectives for fiscal year 2023, as highlighted below. |
| | Non-GAAP Financial Objectives 70%: | | Target | | Actual(1) | | | | Net Revenue (in millions) | | $ | 8,150 | | $ | 7,341 | | | | Diluted Earnings Per Share(2) | | $ | 7.16 | | $ | 6.47 | |
| (1) | Appendix A to this Proxy Statement provides a reconciliation between our non-GAAP financial measures and our audited financial statements. | | | (2) | For purposes of measuring achievement of Mr. Wilson's diluted earnings per share objective, a share count of 278 million was used. | |
Strategic Objectives Scorecard 30%: Under Mr. Wilson’s leadership, the Company executed on key strategic and operating objectives that were established for fiscal year 2023 under our enterprise-level scorecard, as detailed above in Step 3—Company Business Performance. These objectives were designed to position Electronic Arts as a leading digital interactive entertainment platform by, among other things, continuing to grow our player base in targeted ways, deepening player engagement across newer platforms, and strengthening player networks and communities, all the while executing on greater business and financial strategies. These objectives were also designed to focus on supporting our employees and creating a positive work environment, as well as to reinforce our commitment to environmental sustainability. In addition to these overarching strategic and operating objectives, the Board of Directors considered the following key individual achievements when evaluating Mr. Wilson's performance for fiscal year 2023. Record-breaking Achievements in our Top Franchises Under Mr. Wilson's leadership, we |
| ■ | launched EA SPORTS FIFA 23, the best-selling title in franchise history with the franchise growing net bookings by 10% year-over-year; | | ■ | launched Madden NFL 23, the best-selling title in franchise history across console and PC platforms; and | | ■ | launched seven new releases and provided over 450 content updates across 51 titles. |
Decisive Actions in the Face of Macro Uncertainty Under Mr. Wilson's leadership, we |
| ■ | took deliberate action to reduce our expense base to preserve profitability and undertook restructuring initiatives to focus on prioritizing investments to the Company's growth opportunities; | | ■ | adopted a five-year strategic plan focused on delivering long-term growth; and | | ■ | navigated unprecedented industry consolidation by focusing on our key strategies: building games and experiences that entertain massive online communities; creating blockbuster interactive storytelling; and amplifying the power of community in and around our games with social and creator tools. |
Commitments and Progress Across Our People, Players and Communities Under Mr. Wilson’s leadership, we |
| ■ | strengthened inclusive and accessible player experiences through actions in our largest franchises, including EA SPORTS FIFA 23, Apex Legends and The Sims 4; | | ■ | grew underrepresented talent in executive (VP+) roles for the third consecutive year; and | | ■ | evolved our leadership team to position EA for continued success, including restructuring the technology organization to drive further innovation in our games and services. |
| 38 | |
Table of Contents COMPENSATION DISCUSSION & ANALYSIS
| Mr. Suh
Chief Financial Officer | | | | Mr. Suh has served as Chief Financial Officer since March 1, 2022 and on June 20, 2023, EA announced Mr. Suh's decision to step down to pursue another opportunity with June 30, 2023 as his last day. Individual Performance Modifier In May 2023, after reviewing his achievements for fiscal year 2023, the Compensation Committee approved an IPM of 128%110% for Mr. Jorgensen.Suh. Key Highlights for Fiscal 2021 To determine Mr. Jorgensen’s actual performance cash bonus award, the Compensation Committee considered that the Company exceeded its non-GAAP net revenue target and its non-GAAP earnings per share target in fiscal 2021, as well as Mr. Jorgensen’s individual performance, as highlighted below. The Compensation Committee also considered Mr. Jorgensen’s leadership and contributions in successfully navigating the Company through the challenges of the COVID-19 pandemic, as described above.Year 2023
Under Mr. Jorgensen’sSuh's leadership during fiscal 2021,year 2023, the Company: | •■generated net revenue of $7.426 billion, a 6% increase over fiscal year 2022;
■achieved record cash flow provided by operations in fiscal 2021 of $1.934$1.550 billion, while continuing to efficiently manage the Company’sour operating expenses; | •■saw growth across EA’sEA's broad portfolio and diverse business models, including live services, for which we achieved recordtotal net bookings of $6.190$7.341 billion for the fiscal year; and
•announced a new two-year share repurchase program to repurchase up to $2.6 billion of EA common stock;
•initiated a quarterly dividend for the first time in EA history; declared a cash dividend of $0.17 per share of EA common stock in Q3 and Q4 of fiscal 2021, returning■returned over $98 million to stockholders;
•raised $1.5 billion in debt financing at historically low interest rates;
•successfully completed the acquisitions of Codemasters, Glu Mobileto stockholders through share repurchases and Metalhead Software, accelerating our global leadership within racing entertainment and the growth of our mobile business, while also adding valuable IP to our portfolio and strengthening our global talent pool; and
•effectively managed communications with investors and stockholders.quarterly dividends.
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| | | | | | | | Ms. Miele
Chief Operating Officer | | 2021 Proxy Statement | 47 |
| | | | | | | | | | Executive Compensation Matters | |
| | | | | | | Ms. Miele
Chief Studios Officer
| | On June 20, 2023, EA announced that Ms. Miele leads EA’s Worldwide Studios. She brings her expertise to empower transformative innovation athas been appointed President, EA Entertainment, Technology and Central Development, effective June 20, 2023. In this role, she will oversee the creative heartdevelopment and production of EA to deliver amazingkey games and experiences for our players aroundservices in the world.EA Entertainment portfolio, while continuing to lead central technology and development services to drive execution and operational efficiencies. Previously, as Chief Operating Officer, Ms. Miele managed company-wide operations. Individual Performance Modifier AfterIn May 2023, after reviewing her achievements for fiscal 2021,year 2023, the Compensation Committee approved an IPM of 140%120.9% for Ms. Miele.
Key Highlights for Fiscal 2021Year 2023 To determine Ms. Miele’s actual performance cash bonus award, the Compensation Committee considered that the Company exceeded its non-GAAP net revenue target and its non-GAAP earnings per share target in fiscal 2021, as well as Ms. Miele’s individual performance, as highlighted below. The Compensation Committee also considered Ms. Miele’s leadership and contributions in successfully navigating the Company through the challenges of the COVID-19 pandemic, as described above.
Under Ms. Miele’s leadership, our worldwide studios delivered exceptional, high-quality experiences across our portfolio, all against the background of the ongoing pandemic. During fiscal 2021,year 2023, Ms. Miele:
| •■oversaw the delivery of new games, services, and content, generating revenue and platform growth, including:
•the successful launch of 13●launching 7 major new games during fiscal 2021: Command & Conquer Remasteredyear 2023 and provided over 450 content updates across 51 titles, including EA SPORTS FIFA 23 (the best-selling title in franchise history), Burnout Paradise Remastered, Madden NFL 2123 (the best-selling title in franchise history on console and PC), FIFA 21, Rocket Arena, Star WarsTM: Squadrons, UFC® 4, MedalF1 22, and Dead Space;
●continuing to grow Apex Legends as one of HonorTM: Abovethe most successful ongoing live services in the industry with an average of 20 million monthly active users in fiscal year 2023; | ●working toward the full launch of Lord of the Rings: Heroes of Middle-earth, with a successful early launch completed in select countries in July 2022; ●developing a deep pipeline of announced and Beyond, Need for SpeedTM Hot Pursuit Remastered,unannounced projects with our wholly-owned IP, including Skate, titles in the Marvel universe, and It Takes Two; more; •growth■led development of the Company's five-year strategic plan adopted in the fiscal year; and
■assumed leadership of and restructured the Company's technology organization to accelerate decision-making and drive further innovation in our FIFAgames and Madden NFL franchises with the release of FIFA 21 and Madden NFL 21, with FIFA 21, life-to-date, having more than 25 million console/PC players; •saw a record number of new players join Madden NFL on console/PC during fiscal 2021;
•Apex LegendsTM recording its second consecutive year of growth, and The SimsTM 4 recording its sixth consecutive year of growth, with almost 36 million players life to date;
•her oversight and leadership of the development of future IP related to players-first titles, including College Football and Skate;
•restructured EA Mobile, which positioned us for further growth and facilitated the Glu Mobile acquisition;
•recruited new leaders into our Worldwide Studios organization, and further developed our talent pipeline;
•improved and deepened player engagement with our products, with increased digital revenue driven by live service engagement; and
•connected more players, across more platforms, and more ways to play.services.
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Table of Contents Compensation Discussion & Analysis
| | | | | | Mr. Bruzzo
Chief Experience Officer | 48 | | |
| | | | | | | | | | Executive Compensation Matters | |
| | | | | |  | Mr. MossBruzzo oversees EA's marketing team, the Worldwide Customer Experience team, and the Positive Play Group as a collection of functions that create unified and rewarding experiences for our players. Chief Technology Officer
| | Mr. Moss leads the strategy and vision behind EA’s Digital Platform, Frostbite Engine, and Information Technology organizations. He oversees mechanisms to ensure the most seamless experience for players, including Identity & Fraud, Security, Data, Games Services, Infrastructure, Mobile Platform and Frostbite Engine to drive the future of the gameplay experience.
Individual Performance Modifier AfterIn May 2023, after reviewing his achievements for fiscal 2021,year 2023, the Compensation Committee approved an IPM of 128%100% for Mr. Moss.Bruzzo.
Key Highlights for Fiscal 2021 To determine Mr. Moss’ actual performance cash bonus award, the Compensation Committee considered that the Company exceeded its non-GAAP net revenue target and its non-GAAP earnings per share target in fiscal 2021, as well as Mr. Moss’ individual performance, as highlighted below. The Compensation Committee also considered Mr. Moss’s leadership and contributions in successfully navigating the Company through the challenges of the COVID-19 pandemic, as described above.Year 2023
During fiscal 2021,year 2023, Mr. Moss:Bruzzo: | ■launched successful global marketing campaigns to help drive sales across EA's high-quality brands, including EA SPORTS FIFA 23 and STAR WARS Jedi: Survivor; •oversaw■added six more royalty-free patents to our accessibility patent pledge, furthering our commitment to making video games inclusive for everyone;
■built on our commitment to STEAM education and creating opportunities for young people in underrepresented communities through initiatives such as the successful scalingEA Madden Scholarship Program, which grants scholarships to students from historically Black colleges and enhancement of EA’s digital platform, the technology supporting our growing digital business;universities; | •was responsible for ensuring platform performance, security, stability, availability, and timely delivery of the Company’s games and services;
•achieved greater than 99.7% of availability of all services in fiscal 2021;
•championed the use of technology, including enhanced collaboration and productivity platforms and tools,■continued to innovate to ensure that our global workforce, including our game developers, had the necessary resources to work from home seamlesslyEA online community is safe, fair and inclusive, with efforts such as the launch of EA's anticheat technology for FIFA 23 on PC; and
■oversaw company and employee giving of $6.8 million and over 11,000 volunteer hours in a secure and reliable environment; •oversaw the transition of our games to next generation consoles, including the successful launches of FIFA 21 and Madden NFL 21 on next-gen consoles;
•continued to lead and oversee EA’s proprietary game engine technology, Frostbite; and
•led the development of EA’s new technological innovations.social impact programs.
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| | | | | | | | Ms. Singh
Chief People Officer | | 2021 Proxy Statement | 49 |
| | | | | | | | | | Executive Compensation Matters | |
| | | | | | | Mr. BruzzoMs. Singh serves as Chief People Officer, overseeing our People Experience and Real Estate teams. In her role, Ms. Singh focuses on developing EA's talent and cultivating the company culture.
EVP, Marketing, Commercial and Positive Play
| | Mr. Bruzzo leads EA’s marketing and commercial operations and positive play. In addition to overseeing these organizations, he is responsible for EA’s long-term planning focused on initiatives that build meaningful connections with EA’s player base around the world, including business partnerships that concentrate on player health, community, inclusion, and positive play.
Individual Performance Modifier AfterIn May 2023, after reviewing hisher achievements for fiscal 2021,year 2023, the Compensation Committee approved an IPM of 128%122.3% for Mr. Bruzzo.Ms. Singh.
Key Highlights for Fiscal 2021 To determine Mr. Bruzzo’s actual performance cash bonus award, the Compensation Committee considered that the Company exceeded its non-GAAP net revenue target and its non-GAAP earnings per share target in fiscal 2021, as well as Mr. Bruzzo’s individual performance, as highlighted below. The Compensation Committee also considered Mr. Bruzzo’s leadership and contributions in successfully navigating the Company through the challenges of the COVID-19 pandemic, as described above.Year 2023
During fiscal 2021, Mr. Bruzzo:year 2023, Ms. Singh: | ■made gains in employee engagement resulting in high employee job satisfaction score and record high work/ life balance score; •launched successful multichannel global marketing campaigns■implemented and built on active efforts to retain and recruit underrepresented talent, resulting in:
●continued increases in the level of underrepresented talent in our workforce, including year-over-year increases of executive (VP+) talent from underrepresented groups for EA’s major titles, including Apex LegendsTM,the third year in a row; ●implementing and building on programs and initiatives targeting key groups and traveling to help increase sales across EA’s broad portfolioemerging talent markets; | ■continued to promote a healthy and diverse business models, including live services; •developed marketing campaigns to broaden the reach of EA’s subscription services, increasing our active subscriber base across four platforms;
•strengthened EA’s Positive Play mandate, which is focused on building better, healthier communities inside and outsiderespectful workplace, with three of our games, by introducing EA’s Positive Play Charter,Studios winning U.S. Best Places to Work Awards from an updated set of community guidelinesindustry publication, among other media accolades; and
■led our stockholder governance outreach efforts, engaging with clear consequences for players who engage in offensive or abusive acts in EA gamesour stockholders on discussions regarding executive compensation, human capital management and channels; •created events and campaigns to deepen EA’s player relationships with a focus on engagement and retention, including:
•our “Stay Home, Play Together” initiative to bring the gaming community together while staying safe by staying home, with events for FIFA 20, Apex LegendsTM, The SimsTM 4, and Madden NFL 20; and
•EA Play Live, which was reimagined as a live broadcast event with significant audience growth year-over-year.other ESG topics.
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| 40 | | | | | | | | | 50 | | |
| | | | | | | | | | Executive Compensation Matters | |
Table of Contents Compensation Discussion & Analysis Fiscal 2021Year 2023 Performance Cash Bonus Awards
The Board of Directors for Mr. Wilson, and the Compensation Committee, in consultation with Mr. Wilson and our Chief People Officer, for all other NEOs, approved actual performance cash bonus payouts for the NEOs for fiscal 2021,year 2023, as set forth below:
| | | | | | | | | | | | | | | | | | | | | | Target Annual Bonus Award | Company Bonus Pool Funding Percentage (155%) | Individual Performance Modifier | Actual Fiscal 2021 Performance Cash Bonus | | Mr. Wilson | $ | 2,500,000 | $ | 3,875,000 | 129% | $5,000,000 | | Mr. Jorgensen | $ | 1,114,583 | $ | 1,727,604 | 128% | $2,211,333 | | Ms. Miele | $ | 817,125 | $ | 1,266,544 | 140% | $1,773,162 | | Mr. Moss | $ | 715,875 | $ | 1,109,606 | 128% | $1,420,296 | | Mr. Bruzzo | $ | 715,875 | $ | 1,109,606 | 128% | $1,420,296 |
below. | | Target Annual
Bonus | | Executive
Bonus Pool
Funding
Percentage | | Individual
Performance
Modifier | | Actual Fiscal Year
2023 Performance
Cash Bonus | | % Decrease
from Fiscal
Year 2022 | | Mr. Wilson | | $ | 2,600,000 | | 82.1% | | 115% | | $ | 2,454,790 | | - 46.3% | | Mr. Suh(1) | | $ | 700,000 | | 84.6% | | 110% | | $ | 651,420 | | N/A | | Ms. Miele | | $ | 880,000 | | 84.6% | | 120.9% | | $ | 900,000 | | - 37.2% | | Mr. Bruzzo | | $ | 750,000 | | 87.2% | | 100% | | $ | 654,000 | | - 46.5% | | Ms. Singh | | $ | 562,500 | | 87.2% | | 122.3% | | $ | 600,000 | | - 43.3% | | Mr. Moss(2) | | $ | 750,000 | | N/A | | N/A | | $ | 0 | | N/A |
| (1) | Mr. Suh became our Chief Financial Officer on March 1, 2022, and was ineligible for a fiscal year 2022 performance cash bonus award. | | (2) | Mr. Moss departed the Company in September 2022, and was ineligible for an annual performance cash bonus award. |
Long-Term Equity CompensationIncentives Key purpose and features
| ■ | Long-term equity incentives reward absolute long-term stock price appreciation, promote long-term retention, and provide incentives based on the attainment of performance objectives that are key indicators of our growth and long-term success | | ■ | Approximately 83% of our NEOs’ aggregate annual target total direct compensation is delivered in the form of long-term equity incentives, which aligns our NEOs’ interests with those of our stockholders and incentivizes performance that creates stockholder value | | ■ | Long-term equity incentives consist of performance-based restricted stock units (PRSUs) and time-based restricted stock units (RSUs). The award mix consists of 60% PRSUs and 40% RSUs for our CEO, CFO and COO, and 50% PRSUs and 50% RSUs for all other NEOs | | ■ | Fiscal Year 2023 PRSUs incentivizes our NEOs to drive top-line and bottom-line growth, and pays out after the end of a three-year performance period, based on our three-year relative TSR performance, and our net bookings and operating income performance measured annually over the three-year performance period | | ■ | Target vesting of relative TSR PRSUs requires above-median performance (at 55th percentile) | | ■ | RSUs vest over a 35-month time-based vesting schedule |
Target Value of Fiscal 2021Year 2023 Annual Equity Awards AnnualIn May 2022, the Compensation Committee, and the Board of Directors for Mr. Wilson, approved fiscal year 2023 annual equity awards for fiscal 2021 were granted in June 2020our NEOs at the time based on their evaluation of Company performance; each NEO’s role and were comprisedresponsibilities; individual performance; retention considerations; competitive market practices, including comparative market data; and internal compensation alignment among our executive officers. The following table shows the target value of a mix of performance-based and time-based RSUs. Mr. Wilson’s annual equity award is split 60/40 between PRSUs and RSUs. All other NEOs’the annual equity awards are split 50/50 betweengranted to our NEOs on June 16, 2022, as approved by the Compensation Committee on May 18, 2022, and the Board of Directors on May 19, 2022, for Mr. Wilson. The values set forth below were converted into a number of PRSUs and RSUs. PRSUs vestor RSUs, as applicable, based on the Company’s TSR relativeJune 16, 2022 closing price of our common stock of $127.98, rounded down to those companies listed in the NASDAQ-100 Index, and RSUs vest over 35 months, each as described below.nearest whole unit. The award mix serves to align the interests of our NEOs and our stockholders and to promote long-term retention of a strong leadership team in an industry and geographic area that is highly competitive for executive talent. Approximately 85% | | Target PRSUs
($) | | RSUs
($) | | Mr. Wilson | | 10,800,000 | | 7,200,000 | | Mr. Suh(1) | | 4,800,000 | | 3,200,000 | | Ms. Miele | | 6,000,000 | | 4,000,000 | | Mr. Bruzzo(1) | | 3,750,000 | | 3,750,000 | | Ms. Singh | | 2,500,000 | | 2,500,000 | | Mr. Moss(2) | | 3,750,000 | | 3,750,000 |
| (1) | None of Mr. Suh's or Mr. Bruzzo's fiscal year 2023 PRSUs will vest prior to their departures on June 30, 2023, and all of their unvested PRSUs and RSUs will be forfeited upon their departures. | | (2) | None of Mr. Moss’ fiscal year 2023 PRSUs or RSUs vested prior to his departure from EA, and along with all of his other unvested PRSUs and RSUs, were forfeited at the time of his departure. |
Table of Contents Compensation Discussion & Analysis Performance-Based Restricted Stock Units The terms of our NEOs’ (including our CEO) average aggregate annual target total direct compensationfiscal year 2023 PRSU program reflect the changes first made to the PRSU program for the fiscal 2021 was delivered inyear 2022 awards, and include the form of long-term equity incentives. features described below.| ■ | | | | | Three-year cliff vesting: PRSU awards cliff vest after the end of the three-year performance period to encourage our executives to focus on long-term stock price performance and to promote long-term retention. | All Other NEOs’ Equity Mix■ | CEO Mix | | Net bookings and operating income metrics, in addition to relative TSR: Net bookings and operating income are key indicators of our top-line and bottom-line performance and balance growth and investment spending to deliver long-term results and generate stockholder return. These metrics provide our NEOs and management team with increased control over performance as compared to relative TSR, and align our long-term incentive program with our broader business strategy, while maintaining strong alignment to results for our stockholders. |
Annual equity awards are designedEach tranche of the fiscal year 2023 PRSU award is eligible to reward an executive for continued excellence, aid in retention, and provide incentivesvest based on the attainmentachievement of long-termthe following equally-weighted measures during the three-year performance objectives. Inperiod covering fiscal years 2023 through 2025: | (1) | Net Bookings PRSUs (1/3): annual net bookings performance for each fiscal year during the three-year performance period; | | (2) | Operating Income PRSUs (1/3): annual operating income performance for each fiscal year during the three-year performance period; and | | (3) | Relative TSR PRSUs (1/3): relative TSR performance compared to the Nasdaq-100 Index over the three-year performance period. |
Any PRSUs that are earned in accordance with the above will vest on May 2020,20, 2025. Net Bookings PRSUs and Operating Income PRSUs
The number of Net Bookings PRSUs and Operating Income PRSUs that are earned and eligible to vest will range from 0% to 200% of the Compensation Committee,target number of PRSUs for the applicable sub-tranche, in accordance with the payout scale below. | | Below Threshold | | Threshold | | Target | | Maximum | | Net Bookings (as a % of Financial Plan(1)) | | < 90% | | ≥ 90% | | ≥ 100% | | ≥ 110% | | Operating Income (as a % of Financial Plan(1)) | | < 88% | | ≥ 88% | | ≥ 100% | | ≥ 112% | | Payout Percentage(2) (as a % of Target) | | 0% | | 50% | | 100% | | 200% |
| (1) | Financial Plan is the Company’s Board-approved financial plan for each relevant fiscal year. | | (2) | The payout percentage is expressed as a % of target for each sub-tranche; the payout percentage for achievement between the percentages designated above will be interpolated on a straight-line basis. |
| ■ | Fiscal Year 2023 Performance. Based on achievement of the fiscal year 2023 net bookings and operating income performance goals relative to target, the payout percentage for these PRSUs will be 50.4% and 0%, respectively. The realized value of these results was significantly below the intended target value for the performance period. For the number of PRSUs earned based on fiscal year 2023 performance, see “Executive Compensation Tables—Outstanding Equity Awards at Fiscal Year 2023 Year-End Table.” These PRSUs will vest on May 20, 2025, subject to the NEO’s continued employment on this date, and will be reflected in the applicable compensation tables included in our fiscal year 2026 proxy statement. |
| | Threshold | | Target | | Maximum | | Actual Results | | Net Bookings (in billions) | | $ | 7,335 | | $ | 8,150 | | $ | 8,965 | | $ | 7,341 | | Non-GAAP Operating Income (in billions) | | $ | 2,273 | | $ | 2,583 | | $ | 2,893 | | $ | 2,228 | | Payout Percentage (as % of target) | | | 50% | | | 100% | | | 200% | | | 25.2% |
| ■ | Earned PRSUs Under Prior Awards. Each of the net bookings performance goal, the operating income performance goal, and the actual results indicated above for fiscal year 2023 also apply to the second tranche of the PRSU awards previously granted to our NEOs for fiscal year 2022 (other than in the case of Mr. Suh, who was hired after they were granted). The values relating to the fiscal year 2022 PRSU awards will be reflected in the applicable compensation tables included in this proxy statement. The TSR component of the 2022 PRSU awards will be measured at the end of the three-year performance covering fiscal years 2022 through 2024. |
Appendix A to this Proxy Statement provides a reconciliation between our non-GAAP financial measures and the Boardour audited financial statements. For more information regarding our use of Directors for Mr. Wilson, approved fiscal 2021 annual equity awardsnon-GAAP financial measures for our NEOs based on their evaluation of Company performance; each NEO’s role and responsibilities; individual performance; retention considerations; competitive market practices, including comparative market data; and internal compensation alignment among our executive officers. In determining award size, the Compensation Committee and the Board of Directors also considered competitive recruiting pressures and the NEOs’ leadership in responseprograms, please refer to the challengesinformation provided under the heading “About Non-GAAP Financial Measures” in Appendix A below. | 42 | |
Table of Contents Compensation Discussion & Analysis Relative TSR PRSUs
The number of Relative TSR PRSUs that are earned and eligible to vest on May 20, 2025 will range from 0% to 200% of target. Target vesting of Relative TSR PRSUs is tied to above-median performance compared to the Nasdaq-100 Index. No Relative TSR PRSUs will be earned if our Relative TSR percentile is below the 25th percentile and payouts are capped at 200% of target, subject to the negative TSR cap described below. | | Performance | | Payout(1) (as % of
Target PRSUs) | | Below Threshold | | < 25th percentile | | 0% | | Threshold | | 25th percentile | | 30% | | Target | | 55th percentile | | 100% | | Maximum | | 90th percentile | | 200% |
| (1) | The payout percentage for performance between the 25th and 90th percentiles will be interpolated on a straight-line basis. |
NEGATIVE TSR CAP. If our TSR is negative on an absolute basis at the end of the COVID-19 pandemic.
three-year performance period, the number of Relative TSR PRSUs that can be earned is capped at 100% of target, regardless of whether the Company’s Relative TSR percentile is ranked at or above the 55th percentile at the end of the three-year performance period.Time-Based Restricted Stock Units RSUs reward absolute long-term stock price appreciation, promote retention, facilitate stock ownership, and align our NEOs’ interests with those of our stockholders. | ■ | | | | | | | | RSU awards granted to our NEOs as part of their fiscal year 2023 annual equity awards cliff vest as to 50% of the award eleven months following the grant date, with 12.5% of the award vesting every six months thereafter until the award is fully vested. | | ■ | 2021 Proxy Statement | 5140% of the total target value of the annual equity award for each of our CEO, CFO and COO was made in the form of RSUs, and 50% of the total target value of each of our other NEOs’ annual equity awards was made in the form of RSUs. |
| | | | | | | | | | Executive Compensation Matters | |
OurVesting of Prior Awards with Performance Periods Ending in Fiscal Year 2023 Fiscal Year 2021 CEO Annual Equity Award  In May 2020, the Board of Directors approved—on a one-time basis—an enhanced fiscal 2021 annual equity award for Mr. Wilson. The target value of Mr. Wilson’s equity award was $30 million, with 60% of the award granted in the form of PRSUs and 40% of the award granted in the form of RSUs. This award was granted to Mr. Wilson on June 16, 2020, before our 2020 annual meeting. PRSU Awards
As described above under “Executive Summary—Our Fiscal 2021 CEO Annual Equity Award,” the Board of Directors believes that Mr. Wilson has the strategic vision necessary to transform Electronic Arts into a digital interactive entertainment platform, has created exceptional value for stockholders during his seven-year tenure as CEO, and the Board of Directors is committed to retaining him. Moreover, the Board of Directors believed that making this larger than normal grant on a one-time basis was in the best interests of stockholders given the heightened competition for top executive talent (as described above under “Executive Summary—Recruiting and Retention Challenges and Considerations”) and the need to continue to retain and motivate Mr. Wilson. For these reasons, in May 2020, the Board of Directors approved—on a one-time-basis—a fiscal 2021 equity award for Mr. Wilson with a target value of $30 million. By comparison, the target value of his fiscal 2020 equity award was $15 million.
On May 20, 2021, the Board of Directors approved a fiscal 2022 annual equity award for Mr. Wilson with a target value of $18 million. This award was granted on June 16, 2021, and will be disclosed in the compensation tables in our fiscal 2022year 2021 proxy statement.
Target Value of Fiscal 2021 Annual Equity Awards
The following table showsstatement, under the target value of the annual equity awards granted to our NEOs in June 2020, as approved byfiscal year 2021, the Compensation Committee on May 13, 2020third and the Board of Directors on May 14, 2020, for Mr. Wilson. On June 16, 2020, the grant date, the values set forth below were converted into a numberfinal tranche of PRSUs or RSUs, aswere eligible to be earned at the end of fiscal year 2023, and any such earned PRSUs vested in May 2023. Accordingly, the vested PRSUs will be reflected in the applicable based on the June 16, 2020 closing price ofcompensation tables included in our common stock of $125.73, rounded down to the nearest whole unit.
| | | | | | | | | | Target PRSUs ($) | RSUs ($) | | Mr. Wilson | 18,000,000 | 12,000,000 | | Mr. Jorgensen | 4,000,000 | 4,000,000 | | Ms. Miele | 4,000,000 | 4,000,000 | | Mr. Moss | 3,500,000 | 3,500,000 | | Mr. Bruzzo | 3,500,000 | 3,500,000 |
Performance-Based Restricted Stock Units
Looking ahead to fiscal 2022: As discussed above under “Stockholder Outreach andyear 2024 proxy statement. Our Response,” the Compensation Committee approved substantive changes to our PRSU program for NEOs beginning in fiscal 2022, including eliminating the lookback feature, replacing annual vesting with three-year cliff vesting, and increasing the rigor of the payout scale to better align with market and peer practice. These key changes were made in consultation with the Compensation Committee’s new independent compensation consultant and management, after considering feedback from stockholders. Key highlights of the changes in comparison to the fiscalyear 2021 PRSU awards are highlighted below.
Fiscal 2021 PRSUs: For fiscal 2021, 60% ofearned and vest based solely on our CEO’s annual equityrelative TSR performance, with each award and 50% in the case of all other NEOs’ annual equity awards, was granted in the form of performance-based restricted stock units. To encourage our executives to focus on long-term stock price performance and to foster retention, performance for the fiscal 2021 PRSUs is measured over a three-year performance period. Our PRSU program structure for fiscal 2021 is described below.
•Award Tranches and Vesting Measurement Periods: Each PRSU award is comprised of three tranches. The first, second, and third tranches of each award are eligible to vest after the conclusion of 12-month, cumulative 24-month and cumulative 36-month measurement periods, respectively, that correspond to our fiscal year or years (each, a “Vesting Measurement Period”). As discussed above under “Stockholder Outreach and Our Response,” beginning in fiscal 2022, each component (relative, based on our relative TSR net bookings and operating income) of the NEOs’ PRSU awards will cliff vest after the end of a three-year performance period and will not vest annually.
| | | | | | | | | | Executive Compensation Matters | |
•Relative NASDAQ-100 TSR Percentile: The number of PRSUs that an NEO may earn is based upon our TSR performance relative to the TSR of the companies in the NASDAQ-100 Index (the “Relative NASDAQ-100 TSR Percentile”)percentile over the applicable Vesting Measurement Period. As discussed above under “Stockholder Outreach and our Response,” one-third of our NEOs’ fiscal 2022 PRSU awards will vest based on relative TSR performance, with the remaining two-thirds vesting based on the attainment of net bookings and operating income performance goals, weighted equally.
•Relative NASDAQ-100 TSR Percentile Modifier and Payout Scale: Target vesting of PRSUs is tied to above-median performance compared to the NASDAQ-100Nasdaq-100 Index. If our Relative NASDAQ-100relative TSR Percentilepercentile is at the 60th 60th percentile at the end of a Vesting Measurement Period, 100% of the target PRSUs for the applicable tranche will be earned. The percentage of PRSUs earned will be adjusted upward by 3% or downward by 2% for each percentile above or below the 60th 60th percentile,, respectively. The Relative NASDAQ-100 TSR Percentile Modifier, which can range from 0% to 200%, is based on the change in our stock price during the applicable Vesting Measurement Period using a 90-day trailing average stock price.
The following table illustrates respectively, with the percentage of target PRSUs that could be earned at a Vesting Opportunity based on the Company’s Relative NASDAQ-100 TSR Percentile.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | Relative NASDAQ-100 TSR Percentile | 1st to 10th | 11th | 25th | 40th | 60th | 75th | 90th | 94th to 100th | | Relative NASDAQ-100 TSR Percentile Modifier | 0% | 2% | 30% | 60% | 100% | 145% | 190% | 200% |
As discussed above under “Stockholder Outreach and Our Response,” we have modified the payout scale for the relative TSR portion of fiscal 2022 PRSU awards to align to peer and market practice. As a result, no PRSUs with respect to the relative TSR component of the PRSU awards will vest if our Relative NASDAQ-100 TSR Percentile is below the 25th percentile, and we will continue to require above-market performance to earn the target number of shares.
•Vesting Opportunities: For each tranche, the number of PRSUs eligible to be earned for the applicable Vesting Measurement Period can rangeranging from 0% to 200% of target, with no PRSUs earned if our relative TSR percentile is below the target11th percentile. The fiscal year 2021 PRSUs fororiginally included a catch-up feature such tranche. Earnedthat any unearned PRSUs generally will vest andcould be converted into shares one month prior to the first, second and third anniversaries of the date of grant (which we call “Vesting Opportunities”). The illustration below depicts how the number of shares earned is calculated.
| | | | | | | | | | | | | | | | | | | | | | | | | | | Target PRSUs | | X | | Relative
NASDAQ-100
TSR Percentile Modifier
| | = | | Shares Earned |
•Remaining Award Units: As an incentive to keep our executives focused on long-term TSR performance and to balance the overall payout opportunity, our PRSU program provides an opportunity for our executives to earn PRSUs at the second and third Vesting Opportunities that were not earned at the first and second Vesting Opportunities, respectively, in an amount capped at 100% of the target number of PRSUs unearned from the previous Vesting Opportunities (“Remaining Award Units”). Shares subject to any Remaining Award Units are earned only if the Company’s Relative NASDAQ-100 TSR Percentile improves over the subsequent cumulative 24-month and/or 36-month Vesting Measurement Periods forbased on the award. Under this scenario, all unearned PRSUs in excessimprovement of the target number of PRSUs eligible to be earned are forfeited. As described above under “Stockholder Outreach and Our Response,”our relative TSR percentile. However, we have eliminated this lookback feature from the relative TSR portion ofour equity program beginning with our fiscal year 2022 PRSU awards.
•Negative TSR Cap: The number of PRSUs that can be earned is capped at 200% of the target PRSUs available for vesting at a Vesting Opportunity. However, if the Company’s TSR at the end of a Vesting Measurement Period is negative on an absolute basis, the number of PRSUs that can be earned is capped at 100% of the target PRSUs available to vest at the corresponding Vesting Opportunity, regardless of whether the Company’s Relative NASDAQ-100 TSR Percentile is ranked above the 60th percentile at the end of a Vesting Measurement Period. This negative TSR cap will continue to apply to our fiscal 2022 PRSU awards.
Restricted Stock Units
RSUs reward absolute long-term stock price appreciation, promote retention, facilitate stock ownership, and align our NEOs’ interests to those of our stockholders. RSU awards granted to our NEOs as part of their annual equity awards cliff vest as to one-third of the award eleven months following the grant date, with the remainder of the award vesting in approximately equal increments every six months thereafter. For fiscal 2021, 40% of the total target value of our CEO’s annual equity award was made in the form of RSUs, and 50% of the total target value of each of our other NEOs’ annual equity awards was made in the form of RSUs.
Vesting of Performance Awards with Performance Periods Ending in Fiscal 2021
The following disclosure is with respect to PRSUs and PIRSUs that were earned at the end of fiscal 2021 based on performance. Notwithstanding the satisfaction of the relevant performance goals, the awards discussed below did not vest until May of 2021 and, as a result, the vesting will be reflected in the compensation tables included in our fiscal 2022 proxy statement. See our fiscal 2020 proxy statement for a description of the awards included in this year’s compensation tables.
| | | | | | | | | | Executive Compensation Matters | |
PRSU Awards
The graphic below illustrates the percentagethat 16% of target PRSUs for the (1) first tranche of the fiscal 2021 PRSU awards, (2) second tranche of the fiscal 2020 PRSU awards, and (3) third tranche of the fiscal 2019year 2021 PRSU awards in each case, that were earned for the 12-month, 24-month and 36-month measurement periodsperiod ending April 3, 2021 and1, 2023. These PRSUs vested in May 2021. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | PRSU Award:
Performance
Period and
Grant Date | | | Measurement Period | 90-day average
stock price (at
start of Vesting
Measurement Period) | 90-day average
stock price (at
end of Vesting
Measurement Period) | EA TSR | Relative TSR
Percentile | Vest Date | Percentage of
Target PRSUs
Vested May
2021 | | | | | | | | | | | Fiscal 2021 Award (FY 2021 - FY 2023) June 2020 | | | Tranche One: 12-month measurement period ending April 3, 2021 | $117.12 | $138.77 | 18.5% | 24th | May 2021
(First Vesting Opportunity) | 28% | | | | | | | | | | | | | | | | | | | | | Fiscal 2020 Award (FY 2020 - FY 2022) June 2019 | | Tranche Two: 24-month measurement period ending April 3, 2021 | $95.27 | $138.77 | 45.7% | 52nd | May 2021
(Second Vesting Opportunity) | 84% | | | | | | | | | | | | | | | | | | | | | Fiscal 2019 Award (FY 2019 - FY 2021) June 2018 | Tranche Three: 36-month measurement period ending April 3, 2021 | $129.87 | $138.77 | 6.9% | 18th | May 2021
(Third Vesting Opportunity) | 16%(1) | | | | | | | | | | |
(1)The June 2018 PRSU delivered shares in respect2023, and the realized value of Remaining Award Units that did not vest atthis result was significantly below the first or second Vesting Opportunitiesintended target value for the award. Specifically, 12% of the target number of Tranche One PRSUs were earned at the third Vesting Opportunity for the award, and 12% of the target number of Tranche Two PRSUs were earned at the third Vesting Opportunity for the award. As described above, we have eliminated this lookback feature from the relative TSR portion of fiscal 2022 PRSU awards.
PIRSU Awards
measurement period. | | Measurement
Period | | Beginning
Average Stock
Price (90 Day
Average) | | Ending
Average Stock
Price (90 Day
Average) | | EA TSR | | Relative TSR
Percentile | | Vest Date | | Percentage
of Target
PRSUs Vested
May 2023 | | | | | | | | | | | | | | | | FY 2021 Award
(FY 2021 - FY 2023)
Granted June 2020 | | Tranche Three:
36-month
measurement period
ending April 1, 2023 | | $117.12 | | $118.93 | | 1.5% | | 18th | | May 2023
(Third Vesting
Opportunity) | | 16% | | | | | | | | | | | | | | | |
As described in our fiscal 2018year 2022 proxy statement, the third tranche of our fiscal year 2020 and second tranche of our fiscal year 2021 PRSU awards vested in fiscal 2018, Messrs. Wilson, Jorgensen and Moss were granted performance-based incremental restricted stock units (“PIRSUs”). Vesting of the PIRSUs was based on the achievement of aggressive growth targetsMay 2022. Accordingly, those vested PRSUs are reflected in the Company’s non-GAAP net revenue and free cash flow (“FCF”), weighted equally, over a four-year performance period ending on April 3, 2021. These performance measures were chosen to emphasize the importanceapplicable compensation tables included in this proxy statement.
Table of long-term, sustained strategic growth, as well as the cash generation capability of the business necessary to finance continued growth and investment requirements and to return value to stockholders. To earn any of the shares subject to the PIRSUs, the threshold level of performance had to be met for the applicable performance measure. Achievement of the performance measures at threshold, target or maximum levels would result in payouts of 50%, 100% or 200% of the portion of the target award allocated to each metric, with linear interpolation applying to attainment between these levels. The target performance levels were based on the Company’s long-term strategic plan reviewed by the Board Directors and were intended to be challenging based on anticipated growth over the performance period and to provide appropriate incentives for management to continue to grow the business from the baseline of record financial and operating achievements in fiscal 2017. The table below shows the percentage of target PIRSUs that vested at the end of the four-year performance period based on our actual attainment against the applicable metric. Based on the combined level of attainment for each performance metric, 124,602, 83,067, and 58,147 PIRSUs vested on May 26, 2021 for Messrs. Wilson, Jorgensen and Moss, respectively.
| | | | | | | | | Performance Metric | Target
($ millions)
| Payout
(as % of Target)
| Non-GAAP Net Revenue
(50% weighting)
| | 80.5% | Free Cash Flow
(50% weighting)
| | 103.1% |
Appendix A to this Proxy Statement provides a reconciliation between our non-GAAP financial measures and our audited financial statements. For more information regarding our use of non-GAAP financial measures for our compensation programs, please refer to the information provided under the heading “About Non-GAAP Financial Measures” in Appendix A below.
| | | | | | | | | | Executive Compensation Matters | |
ContentsCOMPENSATION DISCUSSION & ANALYSIS Benefits and Retirement Plans We provide a wide array of employee benefit programs to our regular employees, including our NEOs, based upon their country of employment. In the United States, our employee benefit programs for eligible employees include medical, dental, prescription drug, vision care, disability insurance, life insurance, accidental death, and dismemberment (“AD&D”) insurance, flexible spending accounts, business travel accident insurance, an educational reimbursement program, an adoption assistance program, an employee assistance program, an employee stock purchase plan, paid time off, and relocation assistance. We offer retirement plans to our employees based upon their country of employment. In the United States, our employees, including our NEOs, are eligible to participate in a tax-qualified 401(k) plan, with a Company discretionary matching contribution of up to 6% of eligible compensation. The amount of the total matching contribution is determined based on the Company’s fiscal year performance. We also maintain a nonqualified deferred compensation plan in which executive-level employees, including our NEOs and our directors, are eligible to participate. None of our NEOs participated in the deferred compensation plan during fiscal 2021. year 2023.Perquisites and Other Personal Benefits While our NEOs generally receive the same benefits that are available to our other regular employees, they also receive certain additional benefits, including access to a Company-paid physical examination program, and greater maximum benefit levels for life insurance, AD&D, and long-term disability coverage. We consider these benefits to be standard components of a competitive executive compensation package. Our officersexecutives with a ranking of vice president and above and certain worldwide studio organization employees are also eligible to participate in the EA Executive and Studio Leadership Digital Game Benefit program. Executives with a ranking of vice president and above also receive unlimited paid-time off days. Company reimbursed or provided air and ground transportation generally is limited to business travel. The Process for Determining Our NEOs’ Compensation
Role We also offer our NEOs the opportunity to receive cybersecurity services to protect their privacy, home networks, and devices, where they may conduct EA business. Furthermore, because of the visibility of our CEO as the leader of a public, consumer-facing company, our Board of Directors approved certain security arrangements for Mr. Wilson in November 2022, following an assessment conducted by an outside security consultant. These arrangements are intended to promote Mr. Wilson’s ability to perform his job duties by ensuring his personal safety and that of his family. Because these arrangements may be viewed as distinct from business expenses, the aggregate incremental cost of these services is reflected in the totals in the “All Other Compensation” column of the Fiscal Year 2023 Summary Compensation Committee, Compensation Consultant and Management
Our Board of Directors makes compensation decisions and approves the target total direct compensation for our CEO, in consultation with the Compensation Committee and the Compensation Committee’s independent compensation consultant.Table below. The Compensation Committee makes compensation decisions and approves the target total direct compensation for our other NEOs after receiving input, at the Compensation Committee’s request, from our CEO, our Chief People Officer, and the Compensation Committee’s independent compensation consultant.
Our CEO and Chief People Officer assist the Compensation Committee by providing information on corporate and individual performance, market compensation data and practices, and other executive compensation matters. At the beginning of each fiscal year, our CEO and Chief People Officerwill periodically review the performance of our other NEOs for the prior fiscal yearnature and make recommendations to the Compensation Committee regarding the annual base salary, bonus targets, and annual equity awards for our NEOs (other than with respect to themselves). The Compensation Committee reviews and discusses these recommendations with our CEO and Chief People Officer and consider them as one factor in determining and approving the compensation of our NEOs.
The Compensation Committee engaged Compensia to advise on our fiscal 2021 executive compensation program, assist the Compensation Committee in reviewing and updating our compensation peer group, review and assess our compensation programs to determine if any changes needed to be made to remain market competitive, and advise on other executive compensation-related developments and trends. In January 2021, the Compensation Committee engaged Semler Brossy to advise on our executive compensation program, review and assess our compensation programs, advise on changes to our executive compensation program for fiscal 2022 and in response to our stockholder outreach, and other executive compensation-related developments and trends. Of the six meetings held by the Compensation Committee during fiscal 2021, Compensia attended three meetings in 2020 and Semler Brossy attended three meetings in 2021. Neither Compensia nor Semler Brossy provided services to the Company, other than executive compensation advice to the Compensation Committee. The Compensation Committee has reviewed the independence of Compensia and Semler Brossy and determined that neither Compensia’s nor Semler Brossy’s engagement raised any conflicts of interest. For information on the independence of Compensia and Semler Brossy, see the sectioncost of this Proxy Statement under the subheading “Compensation Committee” above.
| | | | | | | | | | Executive Compensation Matters | |
Executive Compensation Decision-Making Approach
The Board of Directors and the Compensation Committee believe that executive compensation should be evaluated holistically. They consider a variety of factorsprogram in relation to guide their compensation decision-making process for our NEOs. These include:
•Market trends, market data, and competitive environment: An evaluation of market trends and the competitive landscape for executive talent, which includes a review of the market practices of our peer group and other larger technology companies with which we compete for talent such as Alphabet, Amazon, Apple and Facebook, as well as compensation data for our peer group and executive compensation survey data of our peer group, including the Radford Global Technology Survey.
•Corporate performance: An assessment of our financial, operating, and strategic performance.
•Individual performance: A review of the NEO’s level of responsibilities, scope and complexity of role, experience, and tenure, as well as other factors unique to each NEO, including retention considerations.
•Internal compensation alignment: A review to determine internal pay parity among our NEOs.
Peer Group
Each year, the Compensation Committee, with the independent compensation consultant’s advice and input, selects a group of peer companies (“peer group”) to use as a reference to better understand the competitive market for executive talent in our industry sectors and geographic region. The Compensation Committee engages in a quantitative and qualitative assessment to identify companies for the peer group:
•that are similar to us, based on a combination of factors including revenue, market capitalization, total stockholder return, net income, and number of employees;
•in the gaming, technology/internet, and entertainment industries;
•with which we compete for executive talent; and
•other relevant factors, including the number of current peer companies that identify EA as a peer and the percentage of shared peers.
Where some companies may not be similar in size to us based on quantitative factors, they still may be included in our peer group based on the qualitative factors described above. Based on public filings through June 1, 2021, the Company was at the 39th percentile with respect to annual revenues and at the 50th percentile with respect to market capitalization compared to our peers.
The Compensation Committee approved a peer group of 19 companies for fiscal 2021 compensation decisions. For each member of our peer group, one or more of the factors listed above was an appropriate reason for inclusion in our peer group. This peer group was the same as the fiscal 2020 peer group.
| | | | | | | | | | | | | | | | | | | | | | | | | | Video Game | | Technology/Internet | | Entertainment/Toys/Games | | | | | | | | | | | | | Activision Blizzard, Inc. | | Adobe Inc. | | Intuit Inc. | | AMC Networks Inc. | Take-Two Interactive Software, Inc. | | Autodesk, Inc. | | NVIDIA Corporation | | CBS Corporation(3)
| | Booking Holdings Inc. | | salesforce.com, inc. | | Discovery, Inc. | Zynga Inc. | | eBay, Inc. | | Symantec Corporation(2)
| | Netflix, Inc. | | | Expedia Group, Inc. | | VMware, Inc. | | Hasbro, Inc. | | | IAC/InteractiveCorp | | | | |
(1)In February 2020, the Compensation Committee determined to remove Symantec Corporation and CBS Corporation as peers (due to Symantec’s sale of its enterpriseMr. Wilson’s security business to Broadcom Inc. and CBS’s merger with Viacom) once predecessor executive compensation data was no longer available for these companies. Predecessor executive compensation data was available for these companies when the Board of Directors and the Compensation Committee made its fiscal 2021 compensation decisions in May 2020.
(2)As in existence prior to the sale of its enterprise security business to Broadcom Inc. in November 2019.
(3)As in existence prior to its merger with Viacom, which was completed in December 2019.
| | | | | | | | | | Executive Compensation Matters | |
Comparative Market Data
As part of its decision-making process, the Board of Directors and the Compensation Committee review peer group data when assessing the appropriateness and reasonableness of compensation levels and mix to determine if our compensation program aligns pay with performance, fairly rewards our executives for individual performance and contributions to our corporate performance and provides adequate retention and incentive value. The independent compensation consultant conducts a comprehensive analysis of our executive compensation program using publicly available compensation information on our peer group. Where sufficient peer group market data is not available for a specific executive position, the independent compensation consultant uses compensation survey data from the Radford Global Technology Survey, which consists of a broader group of similarly-sized technology companies, to understand competitive positioning. The independent compensation consultant’s analysis includes a comparison of the base salary, target total cash compensation, long-term incentives and target total direct compensation of each of our NEOs against executives holding similar positions in our peer group or from compensation survey data, where applicable. The Compensation Committee and the Board of Directors use the peer group and survey data provided by the independent compensation consultant as a reference rather than as a strict guide for compensation decisions and retain flexibility in determining NEO compensation.
Given the intense competitive market for executive talent, including considerations of the projected costs to hire and/or replace our top executives, for fiscal 2021 compensation decisions, the Board of Directors and the Compensation Committee considered many factors, including market trends, market data and the competitive environment; corporate and individual performance; and internal compensation alignment. The Board of Directors and the Compensation Committee also considered benchmarking and market position, and reviewed information about the 50th and 75th percentiles for target total direct compensation (base salary, bonus target and annual equity awards) for our NEOs but did not make compensation decisions strictly based on market positioning.
risk profile.Other Compensation Practices and Policies Cash Severance Policy On August 31, 2022, our Compensation Committee adopted the Executive Officer Cash Severance Policy, which restricts the Company from entering into any new employment agreement, severance agreement, or separation agreement with any executive officer—or establish any new severance plan or policy covering any executive officer—that provides for cash severance benefits exceeding 2.99 times the sum of the executive officer’s base salary plus target annual bonus opportunity, without stockholder ratification of such arrangement. Change in Control Arrangements and Severance Our executives with a ranking of senior vice president and above are eligible to participate in the Electronic Arts Inc. Amended and Restated Change in Control Severance Plan (the “CiC“CIC Plan”), which is a. The CIC Plan provides “double-trigger” change in control plan that provides payments andseverance benefits if these executivesparticipants incur a qualifying termination of employment in connection with a change in control. As part of the plan review, the Compensation Committee’s independent consultant undertook a market check of the severance benefits and noted that they were in line with the practices of our peer group. For more information on the CiCCIC Plan, please refer to the information included under “ Executive Compensation Tables—Potential Payments Upon Termination or Change in Control” below.We also maintain a severance plan (the “Severance Plan”) that applies generally to our regular full-time U.S.-based employees. Under the Severance Plan, eligible employees (including our executive officers) whose employment is involuntarily terminated in connection with a reduction in force may receive a cash severance payment and premiums for continued health benefits, if such benefits are continued pursuant to COBRA. Any severance arrangements with our NEOs, whether paid pursuant to the Severance Plan or otherwise, require the prior approval of the Compensation Committee. In the event of a change in control of the Company, any cash severance payable under the Severance Plan may be reduced, in whole or in part, by any amount paid under the CiCCIC Plan. We do not maintain any other severance arrangements with our NEOs. Furthermore, we did not enter into any severance arrangements with Mr. Moss in connection with his departure from the Company. Stock Ownership Holding Requirements for Section 16 Officers In February 2021 in response to stockholder feedback, the Board of Directors adopted stock ownership guidelines with stricter holding requirements for our CEO and Section 16 officers who are executive vice presidents than under our previous stock ownership guidelines. Under these updated stock ownership guidelines, Section 16 officers must maintain stock ownership equal to the minimum ownership requirements listed in the table below. | | | | | | | | | Position | Stock Ownership Value as a Multiple of Base Salary | Current Guidelines | Prior Guidelines | CEO | 10x | 5x | Executive Vice President | 3x | 2x | Senior Vice President | 1x | 1x |
| | | | | | | | | | Executive Compensation Matters | |
ContentsCOMPENSATION DISCUSSION & ANALYSIS Compensation Recovery (Clawbacks) In February 2021 in response to stockholder feedback, the Board of Directors adopted an expandedWe maintain a Clawback Policy. The expanded Clawback Policy that applies to current and former Section 16 officers of the Company. Under the Clawback Policy, if the Company is required to restate its financial results and the Board of Directors (or a committee thereof) determines that a covered officer engaged in an act of misconduct that resulted in the restatement, the Board of Directors (or a committee thereof) has the authority to recoup any excess incentive compensation (including cash and equity incentives) paid to a covered officer during the three years before the restatement. In addition, our equity award agreements provide that if an employee engages in fraud or other misconduct that contributes to an obligation to restate the Company’s financial statements, the Compensation Committee may terminate the equity award and recapture any equity award proceeds received by the employee within the 12-month period following the public issuance or filing of the financial statements required to be restated. We are currently reviewing our Clawback Policy in light of the new listing rules on clawbacks issued by NASDAQ in February 2023 (and most recently amended in June 2023), which are based on the SEC’s recent clawback rules. We will update our policy, as appropriate, before the new NASDAQ rules go into effect later in the year. Risk Considerations The Compensation Committee considers, in establishing and reviewing our compensation programs, whether the programs encourage unnecessary or excessive risk taking and has concluded that they do not. See the section of this Proxy Statement entitled “ Board’s Role and Responsibilities–Oversight of Risk Issues—Compensation Risk Assessment” above for an additional discussion of risk considerations.The Tax Cuts and Jobs Act of 2017 (the “Tax Act”) amended Section 162(m) of the Internal Revenue Code by removing the exceptionno longer allows companies to benefit from taking deductions for qualified performance-based compensation and expanding it to cover the chief financial officer, thereby reducing the potential for deductible executive compensation for 2017 and later years. Further, once any of our employees is considered a “covered employee” under Section 162(m) of the Internal Revenue Code, that person will remain a “covered employee” so long as the individual receives compensation from us. Transition rules under the Tax Act allow payments made pursuant to written binding contracts in effect as of November 2, 2017 (if they arecompensation. However, we have not materially modified after that date), to be deductible based on the pre-Tax Act rules. To the extent applicable to our existing contracts and awards, we intend to deduct such payments as appropriate, but there is no guarantee that such payments will be deductible. We do not intend to changechanged our pay-for-performance approach to awarding executive pay even though the Tax Act effectively eliminated the tax benefits of awarding qualifying performance-based compensation.pay. The Compensation Committee believes it is important to retain discretion and maximum flexibilitycontinue to this approach in designing appropriate executive compensation programs and establishing competitive forms and levels of executive compensation that are in the best interests of the Company and our stockholders.
Section 409A of the Internal Revenue Code imposes additional significant taxes and penalties on the individual if an executive officer, director, or other service provider is entitled to “deferred compensation” that does not comply with the requirements of Section 409A of the Internal Revenue Code. We have structured deferred compensation in a manner intended to comply with or be exempt from Section 409A of the Code, and the regulations and other guidance promulgated thereunder. We do not provide any executive officer, including any NEO, with any excise tax “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Sections 280G or 4999 of the Internal Revenue Code.
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Compensation Committee Report on
Executive Compensation The following Compensation Committee Report on Executive Compensation shall not be deemed to be “soliciting material” or to be “filed” with the SEC nor shall this information be incorporated by reference into any future filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that EA specifically incorporates it by reference into a filing. The Compensation Committee has reviewed and discussed with management the Compensation Discussion and& Analysis. Based on its review and discussions with management, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and& Analysis be included in this Proxy Statement. COMPENSATION COMMITTEE MEMBERS Luis UbiñasTalbott Roche (Chair) Leonard S. Coleman
Jay C. Hoag
Rachel Gonzalez
Heidi Ueberroth
| 2023 PROXY STATEMENT | | | | | | | | | | 2021 Proxy Statement | 5945 |
| | | | | | | | | | Executive Compensation Matters | |
Fiscal 2021Year 2023 Summary Compensation Table The following table shows information concerning the compensation earned by or awarded to our Chief“Named Executive Officer, our Chief Operating and Financial Officer, and our next three most highly compensated executive officers, in each case,Officers” or “NEOs” for fiscal 2021,year 2023, and, where applicable, fiscal 2020years 2022 and fiscal 2019. We refer to these individuals collectively as the “Named Executive Officers” or “NEOs.” | | | | | | | | | | | | | | | | | | | | | | Name and Principal Position for Fiscal 2021 | Fiscal
Year | Salary
($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total
($) | Andrew Wilson
Chief Executive Officer | 2021 | 1,249,615 | 32,870,225 | 5,000,000 | 45,980 | 39,165,820 | | 2020 | 1,200,000 | 16,022,956 | 4,000,000 | 142,795 | 21,365,751 | | 2019 | 1,192,308 | 17,090,597 | — | 37,166 | 18,320,071 | Blake Jorgensen
Chief Operating and Financial Officer | 2021 | 891,346 | 8,637,819 | 2,211,333 | 18,226 | 11,758,724 | | 2020 | 850,000 | 16,864,334 | 1,700,000 | 96,247 | 19,510,581 | | 2019 | 850,000 | 8,545,299 | — | 16,564 | 9,411,863 | Laura Miele
Chief Studios Officer | 2021 | 752,928 | 8,637,819 | 1,773,162 | 19,248 | 11,183,157 | | 2020 | 691,745 | 14,137,880 | 1,175,000 | 79,900 | 16,084,525 | | 2019 | 675,000 | 6,266,288 | — | 11,544 | 6,952,832 | Kenneth Moss
Chief Technology Officer | 2021 | 715,716 | 7,558,024 | 1,420,296 | 18,905 | 9,712,941 | | 2020 | 691,745 | 12,367,266 | 1,125,000 | 79,710 | 14,263,721 | | 2019 | 675,000 | 6,266,288 | — | 13,592 | 6,954,880 | Chris Bruzzo
Chief Marketing Officer | 2021 | 715,716 | 7,558,024 | 1,420,296 | 18,457 | 9,712,493 | | 2020 | 691,745 | 5,340,920 | 1,125,000 | 71,597 | 7,229,262 | | 2019 | 675,000 | 5,696,866 | — | 15,326 | 6,387,192 |
(1)2021.Name and Principal Position
for fiscal Year 2023 | | Fiscal
Year | | Salary
($) | | Bonus
($) | | Stock
Awards
($)(1) | | Non-Equity
Incentive Plan
Compensation
($)(2) | | All Other
Compensation
($)(3) | | Total
($) | | Andrew Wilson | | | | | | | | | | | | | | | | Chief Executive Officer | | 2023 | | 1,300,000 | | — | | 16,724,254 | | 2,454,790 | | 179,958 | | 20,659,002 | | | 2022 | | 1,292,923 | | — | | 13,973,702 | | 4,571,933 | | 19,981 | | 19,858,539 | | | 2021 | | 1,249,615 | | — | | 32,870,225 | | 5,000,000 | | 45,980 | | 39,165,820 | | Chris Suh | | | | | | | | | | | | | | | | Chief Financial Officer | | 2023 | | 700,000 | | — | | 7,164,745 | | 651,420 | | 612,708 | (4) | 9,128,873 | | | 2022 | | 51,154 | | 4,000,000 | (4) | 4,153,236 | | — | | 2,587 | | 8,206,977 | | Laura Miele | | | | | | | | | | | | | | | | Chief Operating Officer | | 2023 | | 800,000 | | — | | 9,091,870 | | 900,000 | | 12,025 | | 10,803,895 | | | 2022 | | 793,808 | | — | | 8,135,896 | | 1,433,769 | | 20,264 | | 10,383,737 | | | 2021 | | 752,928 | | — | | 8,637,819 | | 1,773,162 | | 19,248 | | 11,183,157 | | Chris Bruzzo | | | | | | | | | | | | | | | | Chief Experience Officer | | 2023 | | 750,000 | | — | | 7,146,678 | | 654,000 | | 11,782 | | 8,562,460 | | | 2022 | | 744,692 | | — | | 6,834,253 | | 1,222,731 | | 20,044 | | 8,821,720 | | | 2021 | | 715,716 | | — | | 7,558,024 | | 1,420,296 | | 18,457 | | 9,712,493 | | Mala Singh | | | | | | | | | | | | | | | | Chief People Officer | | 2023 | | 625,000 | | — | | 4,704,675 | | 600,000 | | 11,927 | | 5,941,602 | | Kenneth Moss | | | | | | | | | | | | | | | | Former Chief Technology Officer | | 2023 | | 331,731 | | — | | 7,146,678 | | — | | 3,955 | | 7,482,364 | | | 2022 | | 744,692 | | — | | 6,834,253 | | 1,034,619 | | 20,315 | | 8,633,879 | | | 2021 | | 715,716 | | — | | 7,558,024 | | 1,420,296 | | 18,905 | | 9,712,941 |
| (1) | Represents the aggregate grant date fair value of RSUs and PRSUs calculated according to the assumptions set forth in the Fiscal Year 2023 Grants of Plan-Based Awards Table. Grant date fair value is determined for financial statement reporting purposes in accordance with FASB ASC Topic 718 and the amounts shown may not reflect the actual value realized by the recipient. PRSU values are included in this column to the extent that the PRSUs have a grant date under FASB ASC Topic 718 in the fiscal year. For purposes of the PRSUs, the grant date occurs when the applicable performance targets are set, and therefore this column includes the grant date fair value of 5/9ths of the target value of the fiscal year 2023 PRSUs, of which 3/9ths of the target award is based on a 3-year relative TSR metric target and 2/9ths of the target award is based on annual operating metric targets for fiscal year 2023. For RSUs, grant date fair value is calculated using the closing price of our common stock on the grant date. For the portion of fiscal year 2023 PRSUs that vest based on the achievement of operating metrics, the grant date fair value reported is based upon the closing price of our common stock and the assessed probability of achievement of the operating metrics, on the grant date. For the 3-year relative TSR portion of fiscal year 2023 PRSUs, the grant date fair value reported is based upon the probable outcome of such conditions using a Monte-Carlo simulation model. For additional information regarding the valuation methodology for RSUs and PRSUs, see Note 15, “Stock-Based Compensation and Employee Benefit Plans,” to the Consolidated Financial Statements in our Annual Report. The PRSUs granted to our NEOs in fiscal year 2023 that vest based on our 3-year relative TSR performance are referred to as “Market-Based Restricted Stock Units” in Note 15, “Stock-Based Compensation and Employee Benefit Plans,” to the Consolidated Financial Statements in our Annual Report. The actual vesting of the PRSUs will be between 0% and 200% of the target number of PRSUs granted. The grant date fair value of the PRSUs granted in fiscal year 2023, assuming the highest level of performance conditions will be achieved, is $19,048,711 for Mr. Wilson, $7,929,722 for Mr. Suh, $10,183,967 for Ms. Miele, $6,793,472 for Mr. Bruzzo, $4,409,427 for Ms. Singh, and $6,793,472 for Mr. Moss. For additional information regarding the specific terms of the PRSUs granted to our NEOs in fiscal year 2023, see the “Fiscal Year 2023 Grants of Plan-Based Awards Table” below. All unvested equity awards held by Messrs. Suh and Bruzzo will be forfeited upon their departures on June 30, 2023, and all unvested equity awards held by Mr. Moss were forfeited upon his departure on September 2, 2022. | | (2) | Represents amounts awarded to each NEO under the Executive Bonus Plan. Mr. Moss was ineligible for an annual performance cash bonus award because he departed EA in September 2022. For additional information about the annual performance cash bonuses paid to our NEOs in fiscal year 2023, see “Our NEOs’ Fiscal Year 2022 Compensation—Annual Performance Cash Bonus Awards” in the “Compensation Discussion and Analysis” above. |
| 46 | |
Table of RSUs, PRSUs, and with respect to fiscal 2020, the PRSUs granted in November 2019 (“November 2019 PRSUs”). Grant date fair value is determined for financial statement reporting purposes in accordance with FASB ASC Topic 718 and the amounts shown may not reflect the actual value realized by the recipient. For RSUs, grant date fair value is calculated using the closing priceContents EXECUTIVE COMPENSATION TABLES | (3) | Details about the amounts in the “All Other Compensation” column for fiscal year 2023 are set forth below. For additional information, see “Benefits and Retirement Plans” and “Perquisites and Other Personal Benefits” in the “Compensation Discussion and Analysis” above. |
| Name | | Insurance
Premiums
($)(A) | | 401(K) Matching
Contributions ($) | | Other
($) | | Total
($) | | Andrew Wilson | | 1,270 | | 9,150 | | 169,538 | (b) | 179,958 | | Chris Suh | | 1,270 | | 13,188 | | 598,250 | (c) | 612,708 | | Laura Miele | | 1,270 | | 9,150 | | 1,605 | (d) | 12,025 | | Chris Bruzzo | | 1,270 | | 9,150 | | 1,362 | (d) | 11,782 | | Mala Singh | | 1,270 | | 9,150 | | 1,507 | (d) | 11,927 | | Ken Moss | | 635 | | 2,804 | | 516 | (d) | 3,955 |
| (a) | Includes premiums paid on behalf of each NEO under Company sponsored group life insurance, AD&D, and long-term disability programs. | | (b) | Includes $151,019 in personal security benefits, as well as leadership digital games and in-kind gifts, and $2,105 in tax reimbursements with respect to perquisites or other personal benefits. | | (c) | Includes $541,921 in relocation benefits in connection with Mr. Suh’s relocation to the Redwood City, California area as part of his new hire arrangements, cybersecurity benefits, leadership digital games and in-kind gifts, and $51,543 in tax reimbursements with respect to perquisites or other personal benefits. Pursuant to the terms of the Offer Letter between the Company and Mr. Suh, dated January 14, 2022 filed with the SEC on Form 8-K, Mr. Suh is required to repay $500,000 of his relocation benefits as a result of his departure. | | (d) | Represents tax reimbursements with respect to perquisites or other personal benefits. |
| (4) | Pursuant to the terms of the Offer Letter between the Company and Mr. Suh, dated January 14, 2022 filed with the SEC on Form 8-K, Mr. Suh is required to repay $1,342,466 of his sign-on bonus and $500,000 of his relocation benefits as a result of his departure. |
Table of our common stock on the grant date. For the PRSUs and November 2019 PRSUs, which are subject to market conditions related to total stockholder return, the grant date fair value reported is based upon the probable outcome of such conditions using a Monte-Carlo simulation model. For additional information regarding the valuation methodology for RSUs, PRSUs, and November 2019 PRSUs, see Note 15, “Stock-Based Compensation and Employee Benefit Plans,” to the Consolidated Financial Statements in our Annual Report. The PRSUs granted to our NEOs in fiscal 2021 are referred to as “Market-Based Restricted Stock Units” in Note 15, “Stock-Based Compensation and Employee Benefit Plans,” to the Consolidated Financial Statements in our Annual Report. The actual vesting of the PRSUs and November 2019 PRSUs will be between 0% and 200% of the target number of PRSUs and November 2019 PRSUs granted. The value of the PRSUs granted in fiscal 2021 on the date of grant assuming the highest level of performance conditions will be achieved is $35,999,768 for Mr. Wilson, $7,999,948 for Mr. Jorgensen, $7,999,948 for Ms. Miele, $6,999,892 for Mr. Moss, and $6,999,892 for Mr. Bruzzo, which is based on maximum vesting of the PRSUs multiplied by the closing price of our common stock on the grant date of $125.73. For additional information regarding the specific terms of the PRSUs granted to our NEOs in fiscal 2021, see the “ContentsEXECUTIVE COMPENSATION TABLES Fiscal 2021Year 2023 Grants of Plan-Based Awards Table ” below.(2)Represents amounts awarded to each NEO under the Executive Bonus Plan. For additional information about the annual performance cash bonuses paid to our NEOs in fiscal 2021, see “Our NEOs’ Fiscal 2021 Compensation—Annual Performance Cash Bonus Awards” in the “Compensation Discussion and Analysis” above.
(3)Amounts shown for fiscal 2021 represent (a) $1,270 in premiums paid on behalf of each NEO under Company sponsored group life insurance, AD&D and long-term disability programs and (b) Company matching contributions under the Company’s 401(k) plan of $17,169, $16,465, $16,834, $16,679, and $16,679 for Mr. Wilson, Mr. Jorgensen, Ms. Miele, Mr. Moss, and Mr. Bruzzo, respectively. For Mr. Wilson, the amount also includes membership dues of $25,000 for an executive organization; $660 for video game codes and $684 for a gift basket in recognition of his twenty years of service with the Company.
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Fiscal 2021 Grants of Plan-Based Awards Table
The following table shows information regarding non-equity incentive and equity incentive plan-based awards granted to our NEOs during fiscal 2021. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Estimated Possible Payouts Under Non- Equity Incentive Plan Awards(2) | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | All Other Stock Awards: Number of Shares of Stock or Units(4) (#) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | Name | Grant Date | Approval Date(1) | Target
($) | Maximum
($) | | Threshold (#) | Target
(#) | Maximum
(#) | | Andrew Wilson | | | | | | | | | | | | Annual Bonus Opportunity | — | — | 2,500,000 | 5,000,000 | | — | — | — | — | — | | PRSUs | 6/16/2020 | 5/14/2020 | — | — | | 2,863 | 143,163 | 286,326 | — | 20,870,302 | | RSUs | 6/16/2020 | 5/14/2020 | — | — | | — | — | — | 95,442 | 11,999,923 | | Blake Jorgensen | | | | | | | | | | | | Annual Bonus Opportunity | — | — | 1,114,583 | 3,343,750 | | — | — | — | — | — | | PRSUs | 6/16/2020 | 5/13/2020 | — | — | | 636 | 31,814 | 63,628 | — | 4,637,845 | | RSUs | 6/16/2020 | 5/13/2020 | — | — | | — | — | — | 31,814 | 3,999,974 | | Laura Miele | | | | | | | | | | | | Annual Bonus Opportunity | — | — | 817,125 | 2,451,375 | | — | — | — | — | — | | PRSUs | 6/16/2020 | 5/13/2020 | — | — | | 636 | 31,814 | 63,628 | — | 4,637,845 | | RSUs | 6/16/2020 | 5/13/2020 | — | — | | — | — | — | 31,814 | 3,999,974 | | Kenneth Moss | | | | | | | | | | | | Annual Bonus Opportunity | — | — | 715,875 | 2,147,625 | | — | — | — | — | — | | PRSUs | 6/16/2020 | 5/13/2020 | — | — | | 556 | 27,837 | 55,674 | — | 4,058,078 | | RSUs | 6/16/2020 | 5/13/2020 | — | — | | — | — | — | 27,837 | 3,499,946 | | Chris Bruzzo | | | | | | | | | | | | Annual Bonus Opportunity | — | — | 715,875 | 2,147,625 | | — | — | — | — | — | | PRSUs | 6/16/2020 | 5/13/2020 | — | — | | 556 | 27,837 | 55,674 | — | 4,058,078 | | RSUs | 6/16/2020 | 5/13/2020 | — | — | | — | — | — | 27,837 | 3,499,946 |
(1)year 2023. | | | | Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards(2) | | Estimated Future Payouts Under
Equity Incentive Plan Awards(3) | | All Other
Stock
Awards:
Number of
Shares of
Stock or
Units(4) (#) | | Grant Date
Fair Value
of Stock
and Option
Awards
($)(5) | | Name | | Grant
Date(1) | | Approval
Date(1) | | Target
($) | | Maximum
($) | | Threshold
(#) | | Target
(#) | | Maximum
(#) | | | | | | Andrew Wilson | | | | | | | | | | | | | | | | | | | Annual Bonus
Opportunity | | — | | — | | 2,600,000 | | 5,200,000 | | — | | — | | — | | — | | — | | FY23 PRSUs-rTSR | | 6/16/2022 | | 5/19/2022 | | — | | — | | 8,439 | | 28,130 | | 56,260 | | — | | 4,970,571 | | FY23 PRSUs-OM | | 6/16/2022 | | 5/19/2022 | | — | | — | | 4,688 | | 18,752 | | 37,504 | | — | | 2,399,881 | | FY22 PRSUs-OM | | 6/16/2022 | | 5/19/2022 | | — | | — | | 4,208 | | 16,830 | | 33,660 | | — | | 2,153,903 | | RSUs | | 6/16/2022 | | 5/19/2022 | | — | | — | | — | | — | | — | | 56,258 | | 7,199,899 | | Chris Suh | | | | | | | | | | | | | | | | | | | Annual Bonus
Opportunity | | — | | — | | 700,000 | | 1,400,000 | | — | | — | | — | | — | | — | | FY23 PRSUs-rTSR | | 6/16/2022 | | 5/18/2022 | | — | | — | | 3,750 | | 12,502 | | 25,004 | | — | | 2,209,103 | | FY23 PRSUs-OM | | 6/16/2022 | | 5/18/2022 | | — | | — | | 2,084 | | 8,334 | | 16,668 | | — | | 1,066,585 | FY23 New Hire
PRSUs-OM | | 6/16/2022 | | 5/18/2022 | | — | | — | | 1,346 | | 5,385 | | 10,770 | | — | | 689,172 | | RSUs | | 6/16/2022 | | 5/18/2022 | | — | | — | | — | | — | | — | | 25,003 | | 3,199,884 | | Laura Miele | | | | | | | | | | | | | | | | | | | Annual Bonus
Opportunity | | — | | — | | 880,000 | | 1,760,000 | | — | | — | | — | | — | | — | | FY23 PRSUs-rTSR | | 6/16/2022 | | 5/18/2022 | | — | | — | | 4,688 | | 15,628 | | 31,256 | | — | | 2,761,468 | | FY23 PRSUs-OM | | 6/16/2022 | | 5/18/2022 | | — | | — | | 2,605 | | 10,418 | | 20,836 | | — | | 1,333,296 | | FY22 PRSUs-OM | | 6/16/2022 | | 5/18/2022 | | — | | — | | 1,948 | | 7,792 | | 15,584 | | — | | 997,220 | | RSUs | | 6/16/2022 | | 5/18/2022 | | — | | — | | — | | — | | — | | 31,254 | | 3,999,887 | | Chris Bruzzo | | | | | | | | | | | | | | | | | | | Annual Bonus
Opportunity | | — | | — | | 750,000 | | 1,500,000 | | — | | — | | — | | — | | — | | FY23 PRSUs-rTSR | | 6/16/2022 | | 5/18/2022 | | — | | — | | 2,930 | | 9,767 | | 19,534 | | — | | 1,725,829 | | FY23 PRSUs-OM | | 6/16/2022 | | 5/18/2022 | | — | | — | | 1,628 | | 6,511 | | 13,022 | | — | | 833,278 | | FY22 PRSUs-OM | | 6/16/2022 | | 5/18/2022 | | — | | — | | 1,636 | | 6,545 | | 13,090 | | — | | 837,629 | | RSUs | | 6/16/2022 | | 5/18/2022 | | — | | — | | — | | — | | — | | 29,301 | | 3,749,942 | | Mala Singh | | | | | | | | | | | | | | | | | | | Annual Bonus
Opportunity | | — | | — | | 562,500 | | 1,125,000 | | — | | — | | — | | — | | — | | FY23 PRSUs-rTSR | | 6/16/2022 | | 5/18/2022 | | — | | — | | 1,953 | | 6,512 | | 13,024 | | — | | 1,150,670 | | FY23 PRSUs-OM | | 6/16/2022 | | 5/18/2022 | | — | | — | | 1,085 | | 4,340 | | 8,680 | | — | | 555,433 | | FY22 PRSUs-OM | | 6/16/2022 | | 5/18/2022 | | — | | — | | 974 | | 3,896 | | 7,792 | | — | | 498,610 | | RSUs | | 6/16/2022 | | 5/18/2022 | | — | | — | | — | | — | | — | | 19,534 | | 2,499,961 | | Kenneth Moss | | | | | | | | | | | | | | | | | | | Annual Bonus
Opportunity | | — | | — | | 750,000 | | 1,500,000 | | — | | — | | — | | — | | — | | FY23 PRSUs-rTSR | | 6/16/2022 | | 5/18/2022 | | — | | — | | 2,930 | | 9,767 | | 19,534 | | — | | 1,725,829 | | FY23 PRSUs-OM | | 6/16/2022 | | 5/18/2022 | | — | | — | | 1,628 | | 6,511 | | 13,022 | | — | | 833,278 | | FY22 PRSUs-OM | | 6/16/2022 | | 5/18/2022 | | — | | — | | 1,636 | | 6,545 | | 13,090 | | — | | 837,629 | | RSUs | | 6/16/2022 | | 5/18/2022 | | — | | — | | — | | — | | — | | 29,301 | | 3,749,942 |
| (1) | In accordance with FASB ASC Topic 718, represents the date on which the grant date fair value was established. Each grant was approved on the approval date indicated above by our Compensation Committee, or the Board of Directors for our CEO, on the corresponding Approval Date next to each Grant Date. |
| 48 | |
Table of Directors for our CEO, for the grant on the specific grant date indicated above. ContentsEXECUTIVE COMPENSATION TABLES | (2) | The amounts shown represent the target and maximum amount of cash bonus awards provided for under the Executive Bonus Plan for the NEOs. Mr. Moss was ineligible for an annual performance cash bonus award because he departed EA in September 2022. The target amounts are pre-established as a percentage of salary and the maximum amounts represent 2x the target amounts, the maximum amount that could be paid to the NEO under the Executive Bonus Plan. For more information regarding our NEOs’ bonus targets and the actual cash bonus earned by each NEO for fiscal year 2023, see the section titled “Our NEOs’ Fiscal Year 2023 Compensation” in the “Compensation Discussion and Analysis” above. | | (3) | Represents the threshold, target, and maximum units for PRSUs with a grant date established under FASB ASC Topic 718 in fiscal year 2023. Because the grant date under FASB ASC Topic 718 occurs when the performance targets are approved, the target number of PRSUs is calculated based on that portion of an award for which performance targets were set in fiscal 2023 as follows: |
| Award and Performance Metric | | Tranche | | Portion of Total Award
with Performance
Targets Set in FY23 | | FY23 - rTSR (all NEOs) | | First | | 3/9ths | | FY23 - OM (all NEOs) | | First | | 2/9ths | | FY23 - New Hire OM (Mr. Suh) | | First | | 2/9ths | | FY22 - OM (NEOS except Mr. Suh) | | Second | | 2/9ths |
(2)The amounts shown represent the target and maximum amount of cash bonus plan awards provided for under the Executive Bonus Plan for all NEOs. The target amounts are pre-established as a percentage of salary and the maximum amounts represent the greatest payout that could be made under the Executive Bonus Plan. For more information regarding our NEOs’ bonus targets for fiscal 2021, an explanation of the amount of salary and bonus targets in proportion to total compensation and the actual cash bonus earned by each NEO for fiscal 2021, see the sections titled “Our NEOs’ Fiscal 2021 Compensation” in the “Compensation Discussion and Analysis” above.
(3)Represents awards of PRSUs granted to each of our NEOs under our 2019 Equity Incentive Plan. The PRSUs are earned over a three-year performance period. The number of PRSUs that may be earned and eligible to vest is based on EA’s Relative NASDAQ-100 TSR Percentile measured over 12-month, 24-month cumulative and 36-month cumulative periods, subject to the NEO’s continuous employment with us through the applicable vesting date(s). For additional information regarding the specific terms of the PRSUs granted in fiscal 2021, see the section titled “Our NEOs’ Fiscal 2021 Compensation—Equity Compensation—Fiscal 2021 Annual Equity Awards—Performance-Based Restricted Stock Units” in the “Compensation Discussion and Analysis” above.
(4)Represents awards of RSUs granted to our NEOs under our 2019 Equity Incentive Plan. RSUs vested as to one-third of the units on May 16, 2021; the remainder of the units will vest in approximately equal increments every six months thereafter until the award is fully vested on May 16, 2023, subject to the NEO’s continued employment with us through each applicable vesting date. For additional information regarding the specific terms of the RSUs granted to our NEOs in fiscal 2021, see the section titled “Our NEOs’ Fiscal 2021 Compensation—Equity Compensation—Fiscal 2021 Annual Equity Awards—Restricted Stock Units” in the “Compensation Discussion and Analysis” above.
(5)Amounts determined pursuant to FASB ASC Topic 718. For grants of RSUs, represents the aggregate grant date fair value of RSUs calculated using the closing price of our common stock on the date of grant. For grants of PRSUs that are subject to market conditions related to total stockholder return, the grant date fair value reported is based upon the probable outcome of such conditions using a Monte-Carlo simulation method. For a more detailed discussion of the valuation methodology and assumptions used to calculate grant date fair value, see Note 15 “Stock-Based Compensation and Employee Benefit Plans,” to the Consolidated Financial Statements in our Annual Report; the PRSUs granted to our NEOs in fiscal 2021 are referred to as “Market-Based Restricted Stock Units” in Note 15 to the Consolidated Financial Statements in our Annual Report.
| | | | | | | | For the PRSUs that vest based on annual net bookings and operating income performance, the threshold is calculated assuming threshold performance was achieved for one of the metrics only. For all PRSUs, the maximum is calculated assuming maximum performance was met for all metrics. For purposes of this table, PRSUs-rTSR represent PRSUs that vest based on EA’s Relative TSR Percentile measured over a three-year performance period and PRSUs-OM represent PRSUs that vest based on the attainment of annual operating metric targets during each year of a three-year performance period. If any of these PRSUs become eligible to vest, they will cliff vest after the end of the applicable three-year performance period (May 20, 2025 for fiscal year 2023 PRSUs and May 16, 2024 for fiscal year 2022 PRSUs), subject to the NEO’s continuous employment on the applicable vest date. All unvested PRSUs held by Messrs. Suh and Bruzzo will be forfeited upon their departures on June 30, 2023, and all unvested PRSUs held by Mr. Moss were forfeited upon his departure on September 2, 2022. For additional information regarding the specific terms of the PRSUs granted in fiscal year 2023, see the sections titled “Our NEOs’ Fiscal Year 2023 Compensation—Long-Term Equity Incentives” in the “Compensation Discussion and Analysis” above. | | (4) | 2021 Proxy Statement | 61 |
| | | | | | | | Represents awards of RSUs. The RSUs granted to our NEOs other than Mr. Suh and Mr. Moss vested as to 50% of the units on May 16, 2023, with 1/8 of the award vesting every six months thereafter until the award is fully vested on May 16, 2025, subject to the NEO’s continued employment through each applicable vesting date. The RSUs granted to Mr. Suh vested as to 33% of the units on May 16, 2023; the remainder of the units will vest in approximately equal increments every six months thereafter until the award is fully vested on May 16, 2025, subject to Mr. Suh’s continued employment through each applicable vesting date. All unvested RSUs held by Messrs. Suh and Bruzzo will be forfeited upon their departures on June 30, 2023, and the unvested RSUs held by Mr. Moss were forfeited upon his departure on September 2, 2022. For additional information regarding the specific terms of the RSUs granted to our NEOs in fiscal year 2023, see the section titled “Our NEOs’ Fiscal Year 2023 Compensation—Long-Term Equity Incentives” in the “Compensation Discussion and Analysis” above. | | (5) | ExecutiveAmounts determined pursuant to FASB ASC Topic 718. For grants of RSUs, represents the aggregate grant date fair value of RSUs calculated using the closing price of our common stock on the grant date. For grants of PRSUs that vest based on the achievement of operating metrics, the grant date fair value reported is based upon the closing price of our common stock and the assessed probability of achievement of the operating metrics, on the grant date. For grants of PRSUs that are subject to market conditions related to total stockholder return, the grant date fair value reported is based upon the probable outcome of such conditions using a Monte-Carlo simulation method. For a more detailed discussion of the valuation methodology and assumptions used to calculate grant date fair value, see Note 15 “Stock-Based Compensation Matters | and Employee Benefit Plans,” to the Consolidated Financial Statements in our Annual Report. The Relative TSR PRSUs granted to our NEOs in fiscal year 2023 are referred to as “Market-Based Restricted Stock Units” in Note 15 to the Consolidated Financial Statements in our Annual Report. |
Outstanding Equity Awards at Fiscal 2021Year 2023 Year-End Table The following tables show information regarding outstanding stock options, RSUs, PRSUs, November 2019 PRSUs and PIRSUsPRSUs held by our NEOs as of the end of fiscal 2021. year 2023.All outstanding equity awards were granted pursuant to our 2000 Equity Incentive Plan, as amended (the “2000 EIP”) or, for grants after August 8, 2019, our 2019 Equity Incentive Plan (the “2019 EIP”). and our 2000 Equity Incentive Plan. The market value of the unvested RSUs PRSUs, November 2019 PRSUs and PIRSUsPRSUs is determined by multiplying the number of unvested units by $137.96,$120.45, the per share closing price of the Company’s common stock on April 1, 2021,March 31, 2023, the last trading day of fiscal 2021. | | | | | | | | | | | | | | | | | | | Option Awards(1) | | | Number of Securities
Underlying Unexercised
Options (#) | Option
Exercise
Price
($) (e) | Option
Expiration
Date (f) | Name
(a) | Option
Grant Date | Exercisable (b) | Unexercisable (c) | | Laura Miele | 6/16/2014 | 13,706 | — | 35.70 | 6/16/2024 | | Kenneth Moss | 7/16/2014 | 122,850 | — | 37.12 | 7/16/2024 | | Chris Bruzzo | 9/16/2014 | 19,402 | — | 37.02 | 9/16/2024 |
(1)year 2023. | | | | Option Awards(1) | | | | | Number of Securities
Underlying Unexercised
Options (#) | | Option
Exercise
Price
($) | | Option
Expiration
Date | | Name | | Option
Grant Date | | Exercisable | | Unexercisable | | | | Chris Bruzzo | | 9/16/2014 | | 5,402 | | — | | 37.02 | | 9/16/2024 |
| (1) | All outstanding options were vested and exercisable as of April 1, 2023, the last day of fiscal year 2023. |
Table of April 3, 2021, the last dayContents EXECUTIVE COMPENSATION TABLES | | | | Stock Awards | | Name | | Grant
Date | | Number of
Shares or
Units of
Stock that
have not
Vested
(#) | | | Market Value
of Shares or
Units of Stock
that have
not Vested
($) | | Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other Rights
that have not
Vested
(#) | | | Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or
other Rights
that have not
Vested
($) | | Andrew Wilson | | 6/16/2022 | | — | | | — | | 28,130 | (1) | | 3,388,259 | | | 6/16/2022 | | 4,688 | (2) | | 564,670 | | — | | | — | | | 6/16/2022 | | 56,258 | (3) | | 6,776,276 | | — | | | — | | | 6/16/2021 | | — | | | — | | 25,246 | (4) | | 3,040,881 | | | 6/16/2021 | | 28,947 | (5) | | 3,486,666 | | — | | | — | | | 6/16/2021 | | 18,934 | (6) | | 2,280,600 | | — | | | — | | | 6/16/2020 | | 7,635 | (7) | | 919,636 | | — | | | — | | | 6/16/2020 | | 15,907 | (8) | | 1,915,998 | | — | | | — | | Chris Suh(9) | | 3/16/2022 | | — | | | — | | 8,077 | (1) | | 972,875 | | | 3/16/2022 | | 1,346 | (2) | | 162,126 | | — | | | — | | | 3/16/2022 | | 16,155 | (8) | | 1,945,870 | | — | | | — | | | 6/16/2022 | | — | | | — | | 12,502 | (1) | | 1,505,866 | | | 6/16/2022 | | 2,083 | (2) | | 250,897 | | — | | | — | | | 6/16/2022 | | 25,003 | (8) | | 3,011,611 | | — | | | — | | Laura Miele | | 6/16/2022 | | — | | | — | | 15,628 | (1) | | 1,882,393 | | | 6/16/2022 | | 2,604 | (2) | | 313,652 | | — | | | — | | | 6/16/2022 | | 31,254 | (3) | | 3,764,544 | | — | | | — | | | 6/16/2021 | | — | | | — | | 11,687 | (4) | | 1,407,699 | | | 6/16/2021 | | 13,402 | (5) | | 1,614,271 | | — | | | — | | | 6/16/2021 | | 13,149 | (6) | | 1,583,797 | | — | | | — | | | 6/16/2020 | | 1,696 | (7) | | 204,283 | | — | | | — | | | 6/16/2020 | | 5,302 | (8) | | 638,626 | | — | | | — | | | 11/18/2019 | | — | | | — | | 46,001 | (10) | | 5,540,820 | | Chris Bruzzo(9) | | 6/16/2022 | | — | | | — | | 9,767 | (1) | | 1,176,435 | | | 6/16/2022 | | 1,627 | (2) | | 195,972 | | — | | | — | | | 6/16/2022 | | 29,301 | (3) | | 3,529,305 | | — | | | — | | | 6/16/2021 | | — | | | — | | 9,817 | (4) | | 1,182,458 | | | 6/16/2021 | | 11,258 | (5) | | 1,356,026 | | — | | | — | | | 6/16/2021 | | 11,045 | (6) | | 1,330,370 | | — | | | — | | | 6/16/2020 | | 1,484 | (7) | | 178,748 | | — | | | — | | | 6/16/2020 | | 4,639 | (8) | | 558,768 | | — | | | — | | Mala Singh | | 6/16/2022 | | — | | | — | | 6,512 | (1) | | 784,370 | | | 6/16/2022 | | 1,085 | (2) | | 130,688 | | — | | | — | | | 6/16/2022 | | 19,534 | (3) | | 2,352,870 | | — | | | — | | | 6/16/2021 | | — | | | — | | 5,843 | (4) | | 703,789 | | | 6/16/2021 | | 6,701 | (5) | | 807,135 | | — | | | — | | | 6/16/2021 | | 6,574 | (6) | | 791,838 | | — | | | — | | | 6/16/2020 | | 848 | (7) | | 102,142 | | — | | | — | | | 6/16/2020 | | 2,651 | (8) | | 319,313 | | — | | | — | | Ken Moss(11) | | — | | — | | | — | | — | | | — |
| (1) | Represents the PRSUs, assuming target achievement, that vest based on our Relative TSR performance over the three-year performance period covering fiscal years 2023 through 2025. Any earned PRSUs are eligible to vest on May 20, 2025. For additional information regarding the specific terms of these PRSUs, see the discussion under the section titled “Our NEOs’ Fiscal Year 2023 Compensation—Long-Term Equity Incentives— Target Value of Fiscal Year 2023 Annual Equity Awards—Performance-Based Restricted Stock Units” in the “Compensation Discussion and Analysis” above. |
| 50 | |
Table of fiscal 2021.
ContentsEXECUTIVE COMPENSATION TABLES | (2) | | | | | | | | For the PRSUs that vest based on performance against annual operational metrics, the amount includes only PRSUs relating to the portion of the award for which the fiscal year 2023 performance targets were approved and reflects the number of PRSUs earned based on performance against the fiscal year 2023 goals. Any earned PRSUs are eligible to vest on May 20, 2025. The portion of the PRSUs that vest based on net bookings and operating income targets for fiscal years 2024 and 2025 will be disclosed in the compensation tables for the fiscal year in which the related performance targets are approved. For additional information regarding the specific terms of these PRSUs, see the discussion under the section titled “Our NEOs’ Fiscal Year 2023 Compensation—Long-Term Equity Incentives— Target Value of Fiscal Year 2023 Annual Equity Awards—Performance-Based Restricted Stock Units” in the “Compensation Discussion and Analysis” above. | 62(3) | | |
| | | | | | | | Represents an award of RSUs that vested or will vest as to 50% of the units one month prior to the first anniversary of the grant date, with 1/8th of the award vesting every six months thereafter until the award is fully vested. | | (4) | Executive Compensation Matters | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | Stock Awards | Name
(a) | Grant Date | Number of
Shares or Units
of Stock That
Have Not
Vested
(#) (g) |
| Market Value
of Shares or
Units of Stock
That Have
Not Vested
($) (h) | | Equity Incentive Plan
Awards: Number of
Unearned Shares,
Units or Other
Rights That Have
Not Vested
(#) (i) |
| Equity Incentive
Plan Awards: Market
or Payout Value of
Unearned Shares,
Units or Other Rights
That Have Not Vested
($) (j) | | Andrew Wilson | 6/16/2017 | 124,602 | (1) | 17,190,092 | | — | | — | | 6/18/2018 | 6,903 | (2) | 952,338 | | — | | — | | 6/17/2019 | 22,717 | (3) | 3,134,037 | | 31,913 | (4) | 4,402,717 | | 6/16/2020 | 13,361 | (5) | 1,843,284 | | 129,802 | (6) | 17,907,484 | | 6/18/2018 | 8,629 | (7) | 1,190,457 | | — | | — | | 6/17/2019 | 40,567 | (7) | 5,596,623 | | — | | — | | 6/16/2020 | 95,442 | (7) | 13,167,178 | | — | | — | | Blake Jorgensen | 6/16/2017 | 83,067 | (1) | 11,459,923 | | — | | — | | 6/18/2018 | 3,450 | (2) | 475,962 | | — | | — | | 6/17/2019 | 11,358 | (3) | 1,566,950 | | 15,957 | (4) | 2,201,428 | | 11/18/2019 | — | | — | | 77,009 | (8) | 10,624,162 | | 6/16/2020 | 2,969 | (5) | 409,603 | | 28,845 | (6) | 3,979,456 | | 6/18/2018 | 4,314 | (7) | 595,159 | | — | | — | | 6/17/2019 | 20,283 | (7) | 2,798,243 | | — | | — | | 6/16/2020 | 31,814 | (7) | 4,389,059 | | — | | — | | Laura Miele | 6/18/2018 | 2,530 | (2) | 349,039 | | — | | — | | 6/17/2019 | 8,330 | (3) | 1,149,207 | | 11,702 | (4) | 1,614,408 | | 11/18/2019 | — | | — | | 71,875 | (8) | 9,915,875 | | 6/16/2020 | 2,969 | (5) | 409,603 | | 28,845 | (6) | 3,979,456 | | 6/18/2018 | 3,164 | (7) | 436,505 | | — | | — | | 6/17/2019 | 14,875 | (7) | 2,052,155 | | — | | — | | 6/16/2020 | 31,814 | (7) | 4,389,059 | | — | | — | | Kenneth Moss | 6/16/2017 | 58,147 | (1) | 8,021,960 | | — | | — | | 6/18/2018 | 2,530 | (2) | 349,039 | | — | | — | | 6/17/2019 | 8,330 | (3) | 1,149,207 | | 11,702 | (4) | 1,614,408 | | 11/18/2019 | — | | — | | 56,473 | (8) | 7,791,015 | | 6/16/2020 | 2,598 | (5) | 358,420 | | 25,239 | (6) | 3,481,972 | | 6/18/2018 | 3,164 | (7) | 436,505 | | — | | — | | 6/17/2019 | 14,875 | (7) | 2,052,155 | | — | | — | | 6/16/2020 | 27,837 | (7) | 3,840,393 | | — | | — | | Chris Bruzzo | 6/18/2018 | 2,300 | (2) | 317,308 | | — | | — | | 6/17/2019 | 7,572 | (3) | 1,044,633 | | 10,639 | (4) | 1,467,756 | | 6/16/2020 | 2,598 | (5) | 358,420 | | 25,239 | (6) | 3,481,972 | | 6/18/2018 | 2,876 | (7) | 396,773 | | — | | — | | 6/17/2019 | 13,522 | (7) | 1,865,495 | | — | | — | | 6/16/2020 | 27,837 | (7) | 3,840,393 | | — | | — |
(1)Represents PIRSUs that were earned based on the achievement of the non-GAAP net revenue and FCF goals over the four-year performance period ending April 3, 2021. The earned PIRSUs vested on May 26, 2021.For additional information regarding the specific terms of the PIRSUs granted to certain of our NEOs, see the discussion under the section titled “Our NEOs’ Fiscal 2021 Compensation—Equity Compensation—Vesting of Performance Awards with Performance Periods Ending in Fiscal 2021—PIRSU Awards” in the “Compensation Discussion and Analysis” above.
| | | | | | | | Represents the PRSUs, assuming target achievement, that vest based on our Relative TSR performance over the three-year performance period covering fiscal years 2022 through 2024. Any earned PRSUs are eligible to vest on May 16, 2024. | | (5) | 2021 Proxy Statement | 63 |
| | | | | | | | For the PRSUs that vest based on performance against annual operational metrics, the amount includes only PRSUs relating to the portion of the award for which the fiscal year 2022 and fiscal year 2023 performance targets were approved and reflects the number of PRSUs earned based on performance against fiscal year 2022 and fiscal year 2023 goals. Any earned PRSUs are eligible to vest on May 16, 2024. The portion of the PRSUs that vest based on net bookings and operating income targets for fiscal year 2024 will be disclosed in the compensation tables in next year’s proxy statement. For additional information regarding the specific terms of these PRSUs, see the discussion under the section titled “Our NEOs’ Fiscal Year 2023 Compensation—Long-Term Equity Incentives— Target Value of Fiscal Year 2023 Annual Equity Awards—Performance-Based Restricted Stock Units” in the “Compensation Discussion and Analysis” above. | | (6) | Executive Compensation Matters | |
(2)Represents the third tranche of PRSUs granted in June 2018 that were earned based on EA’s Relative NASDAQ-100 TSR Percentile for the 36-month measurement period ending April 3, 2021, plus Remaining Award Units in respect of the first and second tranches of the PRSUs that were earned because EA’s Relative NASDAQ-100 TSR Percentile for the 36-month measurement period ending April 3, 2021 was higher than the preceding 24-month measurement period ending March 28, 2020. The earned PRSUs (and Remaining Award Units) vested on May 18, 2021. For additional information regarding the specific terms of the PRSUs granted to our NEOs, including the actual percentage attainment for the PRSUs (and Remaining Award Units) that were earned at the end of fiscal 2021 and vested in May 2021, see the discussion under the sections titled “Our NEOs’ Fiscal 2021 Compensation—Equity Compensation—Fiscal 2021 Annual Equity Awards—Performance-Based Restricted Stock Units” and “Our NEOs’ Fiscal 2021 Compensation—Equity Compensation—Vesting of Performance Awards with Performance Periods Ending in Fiscal 2021—PRSU Awards” in the “Compensation Discussion and Analysis” above.
(3)Represents the second tranche of PRSUs granted in June 2019 that were earned based on EA’s Relative NASDAQ-100 TSR Percentile for the 24-month measurement period ending April 3, 2021. The earned PRSUs vested on May 17, 2021. For additional information regarding the specific terms of the PRSUs granted to our NEOs, including the actual percentage attainment for the outstanding PRSUs that were earned at the end of fiscal 2021 and vested in May 2021, see the discussion under the sections titled “Our NEOs’ Fiscal 2021 Compensation—Equity Compensation—Fiscal 2021 Annual Equity Awards—Performance-Based Restricted Stock Units” and “Our NEOs’ Fiscal 2021 Compensation—Equity Compensation—Vesting of Performance Awards with Performance Periods Ending in Fiscal 2021—PRSU Awards” in the “Compensation Discussion and Analysis” above.
(4)Represents the third tranche of PRSUs granted in June 2019 assuming target achievement, plus Remaining Award Units at 2% and 16% of target for each of the first and second tranches. These PRSUs (plus, if applicable, any Remaining Award Units) are available to be earned at the end of the 36-month measurement period ending April 2, 2022 based on EA’s Relative NASDAQ-100 TSR Percentile for such measurement period. Any earned PRSUs would be eligible to vest in May 2022. For additional information regarding the specific terms of the PRSUs granted to our NEOs, see the discussion under the section titled “Our NEOs’ Fiscal 2021 Compensation—Equity Compensation—Fiscal 2021 Annual Equity Awards—Performance-Based Restricted Stock Units” in the “Compensation Discussion and Analysis” above.
(5)Represents the first tranche of PRSUs granted in June 2020 that were earned based on EA’s Relative NASDAQ-100 TSR Percentile for the 12-month measurement period ending April 3, 2021. Any earned PRSUs vested on May 16, 2021. For additional information regarding the specific terms of the PRSUs granted to our NEOs, including the actual percentage attainment for the outstanding PRSUs that were earned at the end of fiscal 2021 and vested in May 2021, see the discussion under the sections titled “Our NEOs’ Fiscal 2021 Compensation—Equity Compensation—Fiscal 2021 Annual Equity Awards—Performance-Based Restricted Stock Units” and “Our NEOs’ Fiscal 2021 Compensation—Equity Compensation—Vesting of Performance Awards with Performance Periods Ending in Fiscal 2021—PRSU Awards” in the “Compensation Discussion and Analysis” above.
(6)Represents the second and third tranches of PRSUs granted in June 2020 assuming target achievement, plus Remaining Award Units at 72% of target for the first tranche. The second and third tranches of these PRSUs (plus, if applicable, any Remaining Award Units) are available to be earned at the end of the 24-month measurement period ending April 2, 2022 and the 36-month measurement period ending April 1, 2023, respectively, based on EA’s Relative NASDAQ-100 TSR Percentile for the applicable measurement period. Any earned PRSUs would be eligible to vest in May 2022 and May 2023, as applicable. For additional information regarding the specific terms of the PRSUs granted to our NEOs, see the discussion under the section titled “Our NEOs’ Fiscal 2021 Compensation—Equity Compensation—Fiscal 2021 Annual Equity Awards—Performance-Based Restricted Stock Units” in the “Compensation Discussion and Analysis” above.
(7)Represents an award of RSUs that vested or will vest as to one-third of the units one month prior to the first anniversary of the grant date, with the remainder of the units to vest in approximately equal increments every six months thereafter until the award is fully vested one month prior to the third anniversary of the grant date.
(8)Represents the November 2019 PRSUs, assuming target achievement. One-half of the November 2019 PRSUs are available to be earned and converted into shares on each of the second and fourth anniversaries of the grant date, based on EA’s Relative NASDAQ-100 TSR Percentile for the first and second measurement periods, respectively.
| | | | | | | | Represents an award of RSUs that vested or will vest as to 1/2 of the units one month prior to the first anniversary of the grant date, with 1/8th of the award vesting every six months thereafter until the award is fully vested. | 64(7) | | |
| | | | | | | | Represents the third tranche of PRSUs granted in June 2020 that were earned based on EA’s Relative Nasdaq-100 TSR Percentile for the 36-month measurement period ending April 1, 2023. The earned PRSUs vested on May 16, 2023. For additional information regarding the specific terms of the PRSUs granted to our NEOs, including the actual percentage attainment for the PRSUs that were earned at the end of fiscal year 2023 and vested in May 2023, see the discussion under the section titled “Our NEOs’ Fiscal Year 2023 Compensation—Long-Term Equity Incentives— Target Value of Fiscal Year 2023 Annual Equity Awards—Performance-Based Restricted Stock Units” in the “Compensation Discussion and Analysis” above. | | (8) | Executive Compensation MattersRepresents an award of RSUs that vested or will vest as to 1/3 of the units one month prior to the first anniversary of the grant date, with the remainder of the units to vest in approximately equal increments every six months thereafter until the award is fully vested. | | (9) | Messrs. Suh and Bruzzo will forfeit their outstanding stock awards upon their departures from the Company on June 30, 2023. | | (10) | Represents the second tranche of the November 2019 PRSUs, assuming target achievement, plus outstanding units eligible for catch-up vesting from the first tranche of the award. Any earned PRSUs are eligible to vest on November 18, 2023, based on EA’s Relative Nasdaq-100 TSR Percentile for the second measurement period beginning September 29, 2019 and ending September 30, 2023. | | (11) | Mr. Moss forfeited his outstanding stock awards upon his departure from the Company on September 2, 2022. |
Fiscal 2021Year 2023 Option Exercises and Stock Vested Table The following table shows all stock options exercised and the value realized upon exercise, as well as all RSUs and PRSUs that vested and the value realized upon vesting, by our NEOs during fiscal 2021. | | | | | | | | | | | | | | | | | | | Option Awards | | Stock Awards | | Name | Number of
Shares Acquired
on Exercise
(#) | Value Realized on Exercise ($)(1) | | Number of Shares Acquired on Vesting (#)(2) | Value Realized on Vesting ($)(3) | | Andrew Wilson | 716,389 | 67,284,918 | | 116,021 | 13,715,281 | | Blake Jorgensen | 24,275 | 2,163,145 | | 55,989 | 6,618,841 | | Laura Miele | — | — | | 38,498 | 4,551,333 | | Kenneth Moss | — | — | | 42,540 | 5,028,814 | | Chris Bruzzo | 19,000 | 1,783,530 | | 36,652 | 4,332,942 |
(1)year 2023. | | Option Awards | | Stock Awards | | Name | | Number of
Shares
Acquired
on Exercise
(#) | | Value
Realized
on Exercise
($)(1) | | Number of
Shares
Acquired
on Vesting
(#)(2) | | Value
Realized
on Vesting
($)(3) | | Andrew Wilson | | — | | — | | 103,330 | | 13,072,226 | | Chris Suh | | — | | — | | 8,077 | | 899,616 | | Laura Miele | | 10,275 | | 894,233 | | 45,929 | | 5,803,743 | | Chris Bruzzo | | 4,500 | | 456,795 | | 39,813 | | 5,031,810 | | Mala Singh | | — | | — | | 23,487 | | 2,968,432 | | Kenneth Moss | | 122,850 | | 11,388,356 | | 32,537 | | 4,093,353 |
| (1) | Mr. Moss departed EA in September 2022 and the options he exercised during the fiscal year were vested options that Mr. Moss had earned over the course of his EA tenure. The value realized upon the exercise of stock options is calculated by: (a) subtracting the option exercise price from the market value of EA common stock on the date of exercise to determine the realized value per share, and (b) multiplying the realized value per share by the number of shares of EA common stock underlying the options exercised. | | (2) | Represents shares of EA common stock released upon vesting of RSUs and/or PRSUs during fiscal year 2023. | | (3) | The value realized upon vesting is calculated by multiplying the number of units vested by the closing price of EA common stock on the trading day prior to the vesting date. |
Table of stock options is calculated by: (a) subtracting the option exercise price from the market value of EA common stock on the date of exercise to determine the realized value per share, and (b) multiplying the realized value per share by the number of shares of EA common stock underlying the options exercised. (2)Represents shares of EA common stock released upon vesting of RSUs and PRSUs during fiscal 2021.
(3)The value realized upon vesting of RSUs and PRSUs is calculated by multiplying the number of RSUs and PRSUs vested by the closing price of EA common stock on the trading day prior to the vesting date.
ContentsExecutive Compensation Tables Potential Payments Upon Termination or Change in Control Termination of Employment Our NEOs have not entered into employment agreements with the Company. In connection with a termination of employment, all outstanding equity awards held by our NEOs will be forfeited unless the applicable NEO’s employment is terminated for reasons due to death, disability, or in connection with a change in control of the Company. Treatment of Equity Awards Upon Death or Disability Time-Based RSUs. Our equity award agreements for all award recipients, including our NEOs, provide that any unvested RSUs will vest in full on the date of a participant’s death, as long as the participant has been employed by us for at least 12 months prior to the termination date.date of death. In addition, our award agreements provide that if a participant’s employment terminates due to disability, after the first anniversary of the grant date for an award, a pro-rata portion of the next tranche of RSUs scheduled to vest after the termination date will vest as of the date of such termination. The purpose of the accelerated vesting is to assist the employee’s family given a death or disability can have a devastating financial impact.Performance-Based RSUs .RSUs. The equity award agreements for our relative TSR PRSUs provide that in the event of an NEO’s death, any unvested PRSUs as of the date of death will remain eligible to vest on the regularly scheduled vest dates for the applicable award, based on our actual Relative NASDAQ-100 TSR Percentilesperformance, as long as the NEO has been employed by us for any measurement periods in the performance period that have not been completed as ofat least 12 months prior to the date of death. The same treatment applies if an NEO terminates employment due to disability, except that the number of unvested PRSUs that remain eligible to vest on the regularly scheduled vest dates for the applicable award is determined on a pro-rata basis, based on the number of months worked by the NEO from the beginning of the performance period through the date of termination, divided by the number of months in the applicable measurement period.PIRSUs.The award agreements for our PIRSUs provide that if an NEO’s employment terminates due to death or disability, the PIRSUs will vest on a pro-rata basis on the termination date based on actual achievement of the performance measures prior to the date of termination. As described in the “Compensation Discussion and Analysis” above, vesting of the PIRSUs was based on the achievement of aggressive growth targets in the Company’s non-GAAP net revenue and FCF, weighted equally, over a four-year performance period ending on April 3, 2021. Based on our actual performance, the PIRSUs were earned at 98.3% of target and vested on May 26, 2021. Assuming an NEO’s employment terminated due to death or disability on April 3, 2021, the last day of our fiscal year, 100% of the earned PIRSUs would vest on the date of such termination instead of on May 26, 2021.
| | | | | | | | | | Executive Compensation Matters | |
Termination of Employment in Connection with a Change in Control Electronic Arts Change in Control Severance Plan Our NEOs participate in the Electronic Arts Inc. Amended and Restated Change in Control Severance Plan (the “CiC“CIC Plan”). The CiCCIC Plan is a “double-trigger” plan, which provides Senior Vice Presidents and above with payments and benefits if their employment is terminated without “cause” or if they resign for “good reason” (each, as defined in the CiCCIC Plan) during the three-month period preceding or 18-month period following a change in control of the Company (and the Compensation Committee determines the termination of employment was made in connection with the change in control) (a “Qualifying Termination”). The CiCCIC Plan payments and benefits include a lump sum cash severance payment, consisting of 1.5 times (or 2 times for the CEO) the sum of the NEO’s annual base salary, as in effect immediately prior to the date of termination, and the NEO’s target annual cash bonus opportunity for the year of termination, a payment equal to the applicable monthly COBRA premium for continued health benefits or equivalent payments for up to 18 months (or 24 months for our CEO), and full vesting of all outstanding and unvested equity awards, other than performance-based equity awards, the vesting of which is governed by the terms of the applicable equity award agreements, as described below. As a condition to our NEOs’ right to receive the payments and benefits provided under the CIC Plan, the NEO is required to execute a release of claims against the Company (unless the requirement is waived) that includes a non-defamation provision.The CiCCIC Plan does not provide for any additional payments or benefits (for example, tax gross-ups or reimbursements) in the event that the payments under the CiCCIC Plan and other arrangements offered by the Company or its affiliates cause an executive officer to owe an excise tax under Sections 280G and 4999 of the Code (“Section 280G”). However, the CiCCIC Plan provides that if an executive officer would receive a greater net after-tax benefit by having his or her CiCCIC Plan payments reduced to an amount that would avoid the imposition of the Section 280G excise tax, then his or her payment will be reduced accordingly. | 52 | |
ContentsExecutive Compensation Tables Performance-Based RSUs Pursuant to the terms of the PRSUs granted each year in June and the PRSUs granted in November 2019,PRSU awards, if a change in control of the Company occurs prior to the expiration of the performance period and the NEO remains employed by the Company or the Company’s successor entity, the PRSUs may vest on their scheduled vesting date(s) following the change in control of the Company. The Company’s Relative NASDAQ-100 TSR Percentile as of the effective date of the change in control will be applied to determine the number of outstanding and unvested PRSUs earned andthat remain eligible to vest (“Eligible Units”) at each remaining vesting opportunity inon the applicable vest dates (or vesting measurement period(s).opportunities), which we refer to as “Eligible Units,” will be determined based on actual or target performance, as follows. FY2021
Relative TSR PRSUs | | ■The number of Eligible Units will be based on the Company’s Relative Nasdaq-100 TSR Percentile as of the effective date of the change in control. | FY2022 and FY2023
Relative TSR PRSUs | | ■If the change in control occurs during the first measurement period of the performance period, the number of Eligible Units will be based on target performance. ■If the change in control occurs on or after completion of the first measurement period of the performance period, the number of Eligible Units will be based on actual performance through the last business day preceding the change in control. | FY2022
Net Bookings and
Operating Income
PRSUs | | ■If the change in control occurs during the first measurement period of the performance period, the number of Eligible Units will be based on target performance. ■If the change in control occurs on or after completion of the first measurement period of the performance period, the number of Eligible Units will be equal to actual performance for each completed measurement period, and target performance for each remaining measurement period. | FY2023
Net Bookings and
Operating Income
PRSUs | | ■If the change in control occurs during the first measurement period of the performance period, the number of Eligible Units will be based on target performance. ■ If the change in control occurs on or after completion of the first measurement period of the performance period, the number of Eligible Units will be equal to actual performance for each completed measurement period, and the greater of the target and actual level of performance for each remaining measurement period. |
If the employment of the NEO is terminated due to a Qualifying Termination (i.e., a termination without “cause” or the NEO resignsa resignation for “good reason” during the three-month period preceding or 18-month period following a change in control of the Company, and the Compensation Committee determines the termination of employment was made in connection with the change in control (a “Qualifying Termination”)control), the Eligible Units will vest in full upon the date of such Qualifying Termination, subject to the timely execution of a severance agreement and release of claims against the Company. Any reduction of the recipient’s awards in respect of Section 280G would be applied in the same manner with respect to the PRSUs as under the CiCCIC Plan.
PIRSUs
The award agreements for the PIRSUs provide that if there is a change in controlTable of the Company prior to the completion of the four-year performance period, the number of units eligible to vest will be determined as of the effective date of the change in control of the Company and will remain eligible to vest on the regularly scheduled vest date, or if earlier, will vest in full on the later of the date of the change in control and the date of a Qualifying Termination. As described in the “ ContentsExecutive Compensation Discussion and Analysis ” above, vesting of the PIRSUs was based on the achievement of aggressive growth targets in the Company’s non-GAAP net revenue and FCF, weighted equally, over a four-year performance period ending on April 3, 2021. Based on our actual performance for the performance period, the PIRSUs were earned at 98.3% of target and vested on May 26, 2021. Assuming a Qualifying Termination occurred on April 3, 2021, the earned PIRSUs would vest on the date of such termination, instead of May 26, 2021, subject to the timely execution of a severance agreement and release of claims against the Company. Any reduction of the recipient’s awards in respect of Section 280G would be applied in the same manner with respect to the PRSUs as under the CiC Plan.TablesEstimated Potential Payments Upon Termination The following table sets forth an estimate of the potential payments and benefits under the terms of our equity award agreements and the CiCCIC Plan that would be payable to our NEOs assuming they incurred a qualifying termination of employment due to death, disability or in connection with a change in control, in each case, on April 3, 2021,1, 2023, the last day of fiscal 2021.year 2023, other than for Mr. Moss who departed EA in September 2022 without any severance benefits. For purposes of the estimates below, we used the closing price of our common stock on April 1, 2021March 31, 2023 (the last trading day of fiscal 2021)year 2023) of $137.96$120.45 per share.
| Name | | Cash
Severance
($)(1) | | RSUs
($)(2) | | PRSUs
($)(3) | | | Other
($) | | Total
($) | | Andrew Wilson | | | | | | | | | | | | | Termination due to Death | | — | | 10,972,875 | | — | (3) | | — | | 10,972,875 | | Termination due to Disability | | — | | 5,558,888 | | — | (3) | | — | | 5,558,888 | | Qualifying Termination | | 7,800,000 | | 10,972,875 | | 15,744,863 | | | 68,376 | | 34,586,114 | | Chris Suh(4) | | | | | | | | | | | | | Termination due to Death | | — | | 4,957,481 | | — | (3) | | — | | 4,957,481 | | Termination due to Disability | | — | | 1,203,898 | | — | (3) | | — | | 1,203,898 | | Qualifying Termination | | 2,100,000 | | 4,957,481 | | 5,629,953 | | | 46,720 | | 12,734,154 | | Laura Miele | | | | | | | | | | | | | Termination due to Death | | — | | 5,986,967 | | — | (3) | | — | | 5,986,967 | | Termination due to Disability | | — | | 2,794,560 | | — | (3) | | — | | 2,794,560 | | Qualifying Termination | | 2,520,000 | | 5,986,967 | | 9,857,989 | | | 46,720 | | 18,411,676 | | Chris Bruzzo(4) | | | | | | | | | | | | | Termination due to Death | | — | | 5,418,443 | | — | (3) | | — | | 5,418,443 | | Termination due to Disability | | — | | 2,536,195 | | — | (3) | | — | | 2,536,195 | | Qualifying Termination | | 2,250,000 | | 5,418,443 | | 5,623,329 | | | 46,192 | | 13,337,964 | | Mala Singh | | | | | | | | | | | | | Termination due to Death | | — | | 3,464,022 | | — | (3) | | — | | 3,464,022 | | Termination due to Disability | | — | | 1,612,946 | | — | (3) | | — | | 1,612,946 | | Qualifying Termination | | 1,781,250 | | 3,464,022 | | 3,533,642 | | | 46,720 | | 8,825,634 |
| (1) | Represents the sum of each NEO’s annual base salary as of April 1, 2023, and target cash bonus opportunity for fiscal year 2023, respectively, multiplied by 2 for Mr. Wilson and by 1.5 for our other NEOs. | | (2) | Termination due to Death: Represents the value of unvested RSUs that would accelerate and vest in full assuming a termination date of April 1, 2023. | | Termination due to Disability: Represents the value of unvested RSUs that would accelerate on a pro-rata basis assuming a termination date of April 1, 2023, based on the number of months the NEO worked during the 12-month period preceding the next regularly scheduled vest date following the termination date, divided by twelve. | | Qualifying Termination: Represents the value of unvested RSUs that would accelerate and vest in full assuming a Qualifying Termination occurred on April 1, 2023. | | (3) | Termination due to Death: Upon a termination due to death, PRSUs remain eligible to vest on their regularly scheduled vest dates, based on actual performance for the applicable metric at the end of the applicable measurement periods. For purposes of this table, no value is attributed to outstanding PRSUs which would have remained eligible to vest based on actual performance at the end of the applicable measurement periods because neither the level of performance that will be achieved nor the market price of our common stock at the time of vesting could be determined as of April 1, 2023. | | Termination due to Disability: Upon a termination due to disability, PRSUs remain eligible to vest on their regularly scheduled vest dates on a pro-rata basis, based on actual performance at the end of the applicable measurement periods. For purposes of this table, no value is attributed to outstanding PRSUs which would have remained eligible to vest based on actual performance at the end of the applicable measurement periods because neither the level of performance that will be achieved nor the market price of our common stock at the time of vesting could be determined as of April 1, 2023. | | Qualifying Termination: Represents the estimated value of unvested PRSUs that would accelerate and vest assuming a Qualifying Termination occurred on April 1, 2023, calculated based on the following: |
| Award Month & Year | | Net Bookings and Operating Income PRSUs | | Relative TSR PRSUs | | June 2022 | | ■actual performance for the first tranche | | actual performance (or based on how the award was tracking) as of April 1, 2023 | | March 2022 | | ■target performance for the second and third tranches | | 66 | | |
| June 2021 | | | | | | | ■actual performance for the first and second tranches | | | Executive Compensation Matters | |
■target performance for the third tranche | | | | | | | | | | | | | | | | | | | | | | Name | Cash Severance ($)(1) | RSUs ($)(2) | PRSUs ($)(3) | PIRSUs ($)(4) |
Other ($)(5) | Total ($) | | Andrew Wilson | | | | | | | | Termination due to Death | — | 19,954,258 | —(3) | 17,190,092 | — | 37,144,350 | | Termination due to Disability | — | 2,801,278 | —(3) | 17,190,092 | — | 19,991,370 | | Qualifying Termination | 7,560,000 | 19,954,258 | 12,750,125 | 17,190,092 | 56,434 | 57,510,909 | | Blake Jorgensen | | | | | | | | Termination due to Death | — | 7,782,462 | —(3) | 11,459,923 | — | 19,242,385 | | Termination due to Disability | — | 1,400,432 | —(3) | 11,459,923 | — | 12,860,355 | | Qualifying Termination | 3,037,500 | 7,782,462 | 14,400,403 | 11,459,923 | 27,416 | 36,707,704 | | Laura Miele | | | | | | | | Termination due to Death | — | 6,877,720 | —(3) | — | — | 6,877,720 | | Termination due to Disability | — | 1,027,112 | —(3) | — | — | 1,027,112 | | Qualifying Termination | 2,409,750 | 6,877,720 | 12,800,343 | — | 42,871 | 22,130,684 | | Kenneth Moss | | | | | | | | Termination due to Death | — | 6,329,053 | —(3) | 8,021,960 | — | 14,351,013 | | Termination due to Disability | — | 1,027,112 | —(3) | 8,021,960 | — | 9,049,072 | | Qualifying Termination | 2,160,000 | 6,329,053 | 10,734,392 | 8,021,960 | 42,871 | 27,288,276 | | Chris Bruzzo | | | | | | | | Termination due to Death | — | 6,102,661 | —(3) | — | — | 6,102,661 | | Termination due to Disability | — | 933,575 | —(3) | — | — | 933,575 | | Qualifying Termination | 2,160,000 | 6,102,661 | 3,481,834 | — | 42,871 | 11,787,366 |
(1)Represents the sum of each NEO’s annual base salary as of April 3, 2021 and target cash bonus opportunity for fiscal 2021, respectively, multiplied by 2 for Mr. Wilson and by 1.5 for Mr. Jorgensen, Ms. Miele, Mr. Moss and Mr. Bruzzo.
(2)Termination due to Death: Represents the value of unvested RSUs that would accelerate and vest in full assuming a termination date of April 3, 2021.
Termination due to Disability: Represents the value of unvested RSUs that would accelerate on a pro-rata basis assuming a termination date of April 3, 2021, based on the number of months the NEO worked during the 12-month period preceding the next regularly scheduled vest date following the termination date, divided by twelve. The RSUs will only accelerate and vest if the first anniversary of the grant date has passed.
Qualifying Termination: Represents the value of unvested RSUs that would accelerate and vest in full on a qualifying termination of employment in connection with a change in control occurring on April 3, 2021.
(3)Termination due to Death: Upon a termination due to death, PRSUs remain eligible to vest on their regularly scheduled vest dates, based on our actual Relative NASDAQ-100 TSR Percentiles at the end of the applicable measurement periods. For purposes of this table, no value is attributed to outstanding PRSUs which would have remained eligible to vest based on actual performance at the end of the applicable measurement periods because neither the level of performance that will be achieved nor the market price of our common stock at the time of vesting could be determined as of April 3, 2021.
Termination due to Disability: Upon a termination due to disability, PRSUs remain eligible to vest on their regularly scheduled vest dates on a pro-rata basis, based on our actual Relative NASDAQ-100 TSR Percentiles at the end of the applicable measurement periods. For purposes of this table, no value is attributed to outstanding PRSUs which would have remained eligible to vest based on actual performance at the end of the applicable measurement periods because neither the level of performance that will be achieved nor the market price of our common stock at the time of vesting could be determined as of April 3, 2021.
Qualifying Termination: Represents the estimated value of unvested PRSUs that would accelerate and vest assuming a Qualifying Termination occurred on April 3, 2021. For purposes of this table we have applied the actual vesting percentages to these awards based on our Relative NASDAQ-100 TSR Percentiles as of April 3, 2021, as follows: (a) the PRSUs granted in June 2018 would accelerate and vest as to 16% of the target number of units for the third tranche of the award, plus Remaining Award Units equal to 12% of the target number of units for the first and second tranches of the award; (b) the PRSUs granted in June 2019 would accelerate and vest as to 84% of the target number of units for the second and third tranches of the award; (c) the PRSUs granted in June 2020 would accelerate and vest as to 28% of the target number of units for the first, second and third tranches of the award; and (d) the PRSUs granted in November 2019 would accelerate and vest as to 90% of the target number of units for the first and second tranches of the award.
(4)Represents the value of the PIRSUs that were earned at 98.3% of target based on actual attainment of the non-GAAP net revenue and FCF goals at the end of the four-year performance period ending April 3, 2021, and that vested on May 26, 2021.
(5)Includes 24 months of post-termination health benefits for Mr. Wilson and 18 months of post-termination health benefits for Messrs. Jorgensen, Moss and Bruzzo, and Ms. Miele.
| June 2020 | | | | | | | N/A | | | November 2019 | Executive Compensation Matters | N/A | |
| (4) | Messrs. Suh and Bruzzo will depart EA on June 30, 2023 without any severance benefits. |
| 54 | |
For fiscal 2021,year 2023, the annual total compensation of our median employee was $123,935,$129,851, and the annual total compensation of Mr. Wilson, was $39,165,820.$20,659,002. The ratio of these amounts is 316159 to 1. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Exchange Act Act.To identify our median employee, we used a consistently applied compensation measure (“CACM”) tofor all employees on our worldwide payroll as of January 4, 2021,March 15, 2023, including full time, part-time, regular, and temporary employees. We changed the median employee identification date from March 31, the date used in fiscal year 2022, to March 15 as the previous determination date will, at times, fall outside of the fiscal year.Our CACM consisted of the following elements of compensation, as obtained from our internal payroll systems: •base salary as of January 4, 2021 (annualized for permanent employees on leave of absence or not employed for the full year);
•discretionary bonuses (performance or other bonuses) paid to employees in calendar year 2020;
•the grant date fair market value of equity awards granted to employees in calendar year 2020; and
•exchange rates were applied as of the determination date to convert all non-U.S. currencies into U.S. dollars.
| ■ | base salary as of March 15, 2023 (annualized for permanent employees on leave of absence or not employed for the full year); | | ■ | discretionary bonuses (performance or other one-time payments) paid to employees in fiscal year 2023; | | ■ | the grant date fair market value of equity awards granted to employees in fiscal year 2023; and | | ■ | exchange rates were applied as of the determination date to convert all non-U.S. currencies into U.S. dollars. |
Other than annualizing base salary for permanent employees, we did not make any compensation adjustments whether for cost of living or otherwise in the identification process. Our employee population data described above does not include approximately 770 employees of Codemasters, which we acquired in February 2021. The median employee’s annual total compensation for fiscal 2021year 2023 was calculated in USD and determined using the same methodology used to determine Mr. Wilson’s annual total compensation set forth in the “Fiscal 2021Year 2022 Summary Compensation Table.” SEC regulations permit companies to adopt a variety of methodologies, apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices and other factors unique to their workforce and business operations when calculating their pay ratio. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above.
Table of Contents EXECUTIVE COMPENSATION TABLES Pay Versus Performance The disclosures below are pursuant to the recently adopted Pay versus Performance rules under the Dodd–Frank Wall Street Reform and Consumer Protection Act requiring companies to disclose how NEO compensation relates to the disclosures in the Summary Compensation Table and to certain financial metrics of that company. Pay versus Performance Table The following table provides information regarding the compensation paid to our principal executive officer (or PEO) and non-PEO NEOs for the fiscal years ended March 31, 2023, 2022, and 2021 and certain measures of Company performance for such periods. We are using non-GAAP net revenue as the Company Selected Measure. | | | | | | | | | | | | | | | | | | Year | | Summary
Compensation
Table Total for
PEO(1)
($) | | Compensation
Actually Paid
to PEO(2)
($) | | Average Summary
Compensation
Table Total
for Non-PEO
NEOs(1)
($) | | Average
Compensation
Actually Paid
to Non-PEO
NEOs(2)
($) | | Value of Initial Fixed $100
Investment Based on: | | Net
Income
(In Millions)
($) | | Non-
GAAP Net
Revenue
(In Millions)(5)
($) | | | | | | | Total
Shareholder
Return(3)
($) | | Peer Group
Total
Shareholder
Return(4)
($) | | | | (A) | | (B) | | (C) | | (D) | | (E) | | (F) | | (G) | | (H) | | (I) | | 2023 | | 20,659,002 | | 9,942,539 | | 8,383,839 | | 3,432,972 | | 122 | | 166 | | 802 | | 7,341 | | 2022 | | 19,858,539 | | 9,862,702 | | 9,279,183 | | 5,423,948 | | 127 | | 183 | | 789 | | 7,515 | | 2021 | | 39,165,820 | | 43,921,635 | | 10,591,829 | | 13,798,185 | | 135 | | 170 | | 837 | | 6,190 |
| (1) | The named executive officers for each applicable year are: |
| Year | | PEO | | Non-PEO NEOs | | 2023 | | Andrew Wilson | | Laura Miele, Chris Suh, Chris Bruzzo, Mala Singh, Kenneth Moss. Messrs. Suh and Bruzzo will depart EA on June 30, 2023. Mr. Moss departed EA on September 2, 2022. | | 2022 | | Andrew Wilson | | Laura Miele, Chris Suh, Kenneth Moss, Chris Bruzzo, Blake Jorgensen. | | 2021 | | Andrew Wilson | | Laura Miele, Kenneth Moss, Chris Bruzzo, Blake Jorgensen. |
| (2) | The amounts reported in this column represent “compensation actually paid” to our PEO and other NEOs (on average), as calculated in accordance with Item 402(v) of Regulation S-K. To determine “compensation actually paid,” the amounts reported in the “Total” column of the Summary Compensation Table for the applicable year were adjusted as follows: |
Year | | Executives | | Summary
Compensation
Table Total | | Deduct Summary
Compensation
Table Stock
Awards | | Add Year-End
Value of Unvested
Equity Granted in
Year | | Add Change
in Value of
Unvested
Awards Granted in
Prior Years | | Add Change
in Value of
Vested Equity
Granted in
Prior Years | | Compensation
Actually Paid | | 2023 | | PEO | | $ | 20,659,002 | | $ | 16,724,254 | | $ | 11,479,898 | | $ | (5,604,317 | ) | | $ | 132,210 | | $ | 9,942,539 | | | Non-PEO NEOs* | | $ | 8,383,839 | | $ | 7,050,929 | | $ | 4,486,421 | | $ | (2,392,781 | ) | | $ | 6,423 | | $ | 3,432,972 | | 2022 | | PEO | | $ | 19,858,539 | | $ | 13,973,702 | | $ | 12,298,844 | | $ | (9,102,873 | ) | | $ | 781,893 | | $ | 9,862,702 | | | Non-PEO NEOs* | | $ | 9,279,183 | | $ | 6,753,613 | | $ | 6,046,200 | | $ | (3,281,856 | ) | | $ | 134,034 | | $ | 5,423,948 | | 2021 | | PEO | | $ | 39,165,820 | | $ | 32,870,225 | | $ | 28,724,167 | | $ | 6,251,497 | | | $ | 2,650,376 | | $ | 43,921,635 | | | Non-PEO NEOs* | | $ | 10,591,829 | | $ | 8,097,922 | | $ | 7,355,643 | | $ | 2,956,567 | | | $ | 992,067 | | $ | 13,798,185 |
| * | Presented on an averaged basis |
| (3) | The amounts reported in this column reflect the Company’s cumulative TSR as of March 31 of each year presented, assuming an initial fixed $100 investment on March 31, 2020. |
| (4) | The peer group used for relative TSR is the RDG Technology Composite Index which is the same peer group the Company uses for its Item 201(e) of Regulation S-K disclosure, assuming an initial fixed $100 investment on March 31, 2020. |
| (5) | We identified Non-GAAP Net Revenue as our Company-Selected Measure. Additional information regarding use of non-GAAP measures and reconciliations to the most direct comparable GAAP measures can be found on Appendix A in the proxy statement for the fiscal year to which the non-GAAP measure relates. |
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Table of Contents EXECUTIVE COMPENSATION TABLES Relationship between “Compensation Actually Paid” and TSR  Relationship between “Compensation Actually Paid” and Net Income 
Relationship between “Compensation Actually Paid” and Non-GAAP Net Revenue  Most Important Performance Measures The performance measures identified below represent the measures the Company considers the most important in its executive compensation program linking pay to performance for fiscal year 2023. The use of each measure is discussed in the Compensation Discussion and Analysis—Our NEOs’ Fiscal Year 2023 Compensation. | Most Important Performance Measures | | Non-GAAP Net Revenue* | | Non-GAAP Earnings Per Share* | | Non-GAAP Operating Income* |
| * | For more information regarding our use of non-GAAP financial measures for our compensation programs, please refer to the information provided under the heading “About Non-GAAP Financial Measures” in Appendix A below. |
Table of Contents Executive Compensation Tables Equity Compensation Plan Information The following table shows information, as of April 3, 2021,1, 2023, regarding shares of our common stock authorized for issuance under our 2019 EIP, our 2000 EIP, whichEquity Incentive Plan (which terminated on August 8, 2019,2019) (“2000 EIP”), and our 2000 Employee Stock Purchase Plan, as amended (“ESPP”). | | | | | | | | | | | | | Plan Category | Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | | | (a) | (b) | (c) | | Equity compensation plans approved by security holders | 8,805,727(1) | $35.71(2) | 17,259,101(3) | | Equity compensation plans not approved by security holders | — | — | — | | Total | 8,805,727 | | 17,259,101 |
(1)Includes (a) 267,353 shares of common stock issuable upon exercise of outstanding options under the 2000 EIP with a weighted-average exercise price of $35.71; (b) 3,654,121 unvested time-based and performance-based restricted stock unit awards outstanding under the 2000 EIP; and (c) 4,884,253 unvested time-based and performance-based restricted stock unit awards outstanding under the 2019 EIP.
(2)Outstanding restricted stock unit awards subject to time-based and/or performance-based vesting (e.g., RSUs, PRSUs, November 2019 PRSUs and PIRSUs) do not have an exercise price and therefore are not included in the calculation of the weighted-average exercise price.
(3)Each full value award granted under the 2019 EIP reduces the number of shares available for issuance under our 2019 EIP by 1.43 shares and each stock option granted reduces the number of shares available for issuance by 1 share. The 17,259,101 shares remaining available for future issuance under our 2019 EIP and ESPP includes (a) 12,383,284 shares available for issuance under the 2019 EIP based on the 1.43 reduction for full-value awards, and (b) 4,875,817 shares available for purchase by our employees under the ESPP.
| Plan Category | | Number Of
Securities
to be Issued
Upon Exercise
of Outstanding
Options,
Warrants and
Rights
(A) | | Weighted-
Average
Exercise Price
of Outstanding
Options,
Warrants
and Rights
(B) | | Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation
Plans (Excluding
Securities Reflected
in Column (A))
(C) | | Equity compensation plans approved by security holders | | 8,843,255 | (1) | | $ 35.17 | (2) | | 25,216,314 | (3) | | Equity compensation plans not approved by security holders | | — | | | — | | | — | | | Total(4) | | 8,843,255 | | | | | | 25,216,314 | |
| (1) | | | | | | | | Includes (a) 99,007 shares of common stock issuable upon exercise of outstanding options under the 2000 EIP; (b) 86,740 unvested time-based and performance-based restricted stock unit awards outstanding under the 2000 EIP; and (c) 8,657,508 unvested time-based and performance-based restricted stock unit awards outstanding under the 2019 EIP. | 68(2) | Outstanding restricted stock unit awards subject to time-based and/or performance-based vesting do not have an exercise price and therefore are not included in the calculation of the weighted-average exercise price. | | (3) | Each full value award granted under the 2019 EIP reduces the number of shares available for issuance under our 2019 EIP by 1.43 shares and each stock option granted reduces the number of shares available for issuance by 1 share. Thus, if future awards under the 2019 EIP consisted exclusively of full value awards (such as time-based and performance-based restricted stock units), awards covering a maximum of 21,667,908 shares (or 15,152,383 shares based on the 1.43 reduction for full-value awards) are available for issuance under the 2019 EIP. There are 3,548,406 shares available for purchase by our employees under the ESPP. | | (4) | The table does not include information with respect to shares subject to outstanding awards assumed by us in connection with the acquisition of Glu Mobile Inc. As of April 1, 2023, 125,214 shares of our common stock were issuable upon exercise of outstanding options and the release of restricted stock units assumed in connection with this acquisition. The weighted average exercise price of such outstanding options was $64.50 per share. Other than the awards we assumed in connection with this acquisition, no additional equity awards may be granted under any assumed arrangement related to the acquisition. |
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Selection and Engagement of Independent Registered Public Accounting Firm KPMG LLP has audited the financial statements of the Company and its consolidated subsidiaries since fiscal year 1987. The Audit Committee and the Board of Directors believe that KPMG LLP’s long-term knowledge of EA and its subsidiaries is valuable to the Company as set forth in more detail below. Representatives from KPMG have direct access to the members of the Audit Committee and Board of Directors. We expect one or more representatives of KPMG LLP to attend the Annual Meeting in order to respond to appropriate questions from stockholders and make a statement if they desire to do so. Services Provided by the Independent Auditor KPMG LLP audits our consolidated operations and provides statutory audits for legal entities within our international corporate structure. Having one audit firm with a strong global presence responsible for these audits ensures thatsupports a coordinated approach is used to address issues that may impact our businesses across multiple geographies and legal entities. Few audit firms have the knowledge of our sector and the capability of servicing our global audit requirements. KPMG LLP has the geographical scope that our operations require and the accounting expertise in the matters relevant to our sector. In addition, KPMG LLP’s experience working with the Company gives them the institutional knowledge to understand our operations and processes, which we believe helps them address the relevant issues and improves the quality of the audit. In appointing KPMG LLP as our independent auditors for fiscal 2022,year 2024, the Audit Committee and the Board of Directors have considered the performance of KPMG LLP in fiscal 2021,year 2023, as well as in prior years, and have taken into account the alternative options available to the Company. The Audit Committee and the Board of Directors have determined that it is in the best interestinterests of the Company and its stockholders to continue KPMG LLP’s engagement. We believe the experience and expertise held by the members of the Audit Committee give them the necessary skills to evaluate the relationship between the Company and its independent auditors and to oversee auditor independence. The Audit Committee periodically considers whether there should be rotation of our independent external audit firm. The Audit Committee is empowered under its charter to obtain advice and assistance from outside legal, accounting and other advisors as it deems appropriate. At each meeting of the Audit Committee, Company management is provided the opportunity to meet in private session with the Audit Committee to discuss any issues relating to KPMG LLP’s engagement. Similarly, KPMG LLP regularly meets in private session with the Audit Committee with no members of Company management present. Our KPMG LLP lead audit partner has been working on the Company’s audit since the first quarter of fiscal year 2021. Our KPMG LLP concurring audit partner has been working on the Company’s audit since the first quarter of fiscal year 2020. Each audit partner may serve a maximum of five years on the Company’s audit. Candidates are proposed by KPMG LLP based on their expertise and experience and are vetted by Company management and a recommendation is made to the Audit Committee. The Audit Committee has final approval of the lead audit partner and the concurring audit partner.
| 2023 PROXY STATEMENT | | | | | | | | | | 2021 Proxy Statement | 6959 |
The aggregate fees billed for the last two fiscal years for each of the following categories of services are set forth below: | | | | | | | | | | | | | Description of Fees | Year Ended March 31, 2021 | | Year Ended March 31, 2020 | Audit(1) | $5,127,000 | | $4,669,000 | Audit-related services(2) | 38,000 | | 276,000 | Tax services(3) | 20,000 | | 57,000 | | Total | $5,185,000 | | $5,002,000 |
(1)Audit Fees. This category includes the annual audit of the Company’s financial statements and internal control over financial reporting (including quarterly reviews of financial statements included in the Company’s quarterly reports on Form 10-Q), and services normally provided by the independent auditors in connection with regulatory filings. This category also includes consultation on matters that arose during, or as a result of the audit or review of financial statements, statutory audits required for non-US subsidiaries, and other documents filed with the SEC, as well as Sarbanes-Oxley Section 404 compliance consultation, a comfort letter, as well as fees related to the Codemasters acquisition.
(2)Audit-Related Fees: This category consists of fees for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under “Audit Fees.” In both fiscal 2021 and 2020, these fees were for accounting consultations and services in the U.S. and in connection with other regulatory filings in international jurisdictions.
(3)This category includes compliance services rendered for U.S. and foreign tax compliance and returns, and transfer pricing documentation.
| Description of Fees | | Year Ended
March 31, 2023 | | Year Ended
March 31, 2022 | | Audit Fees(1) | | $4,908,000 | | $5,585,000 | | Audit-related Fees(2) | | 29,000 | | 80,000 | | Tax Fees(3) | | 139,000 | | 130,000 | | All Other Fees | | — | | — | | Total | | $5,076,000 | | $5,795,000 |
| (1) | Audit Fees: This category includes the annual audit of the Company’s financial statements and internal controls over financial reporting (including quarterly reviews of financial statements included in the Company’s quarterly reports on Form 10-Q), and services normally provided by the independent auditors in connection with regulatory filings. This category also includes consultation on matters that arose during, or as a result of the audit or review of financial statements, statutory audits required for our non-U.S. subsidiaries, and other documents filed with the SEC, and Sarbanes-Oxley Section 404 compliance consultation. | | (2) | Audit-Related Fees: This category consists of fees for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under “Audit Fees.” In both fiscal years 2023 and 2022, these fees were for accounting consultations and services in the U.S. and in connection with other regulatory filings in our international jurisdictions. | | (3) | Tax Fees: This category includes compliance services rendered for U.S. and foreign tax compliance and returns, and transfer pricing documentation. |
Pre-approval Procedures The Audit Committee is required to pre-approve the engagement of, and fees incurred by, KPMG LLP to perform audit and other services for the Company and its subsidiaries. The Company’s procedures for the pre-approval by the Audit Committee of all services provided by KPMG LLP and the related fees comply with SEC regulations regarding pre-approval of services. Services subject to these SEC requirements include audit services, audit-related services, tax services and other services. In some cases, pre-approval for a particular category or group of services and the related fees are provided by the Audit Committee for up to a year, subject to a specific budget and to regular management reporting. In other cases, the Chair of the Audit Committee has the delegated authority from the Audit Committee to pre-approve additional services and the related fees up to a specified dollar limit, and such pre-approvals are then communicated to the full Audit Committee. The Audit Committee reviews quarterly the status of all pre-approved services and the related fees to date and approves any new services and the related fees to be provided. In determining whether to grant a pre-approval, the Audit Committee considers the level of non-audit fees incurred to date as a percentage of the total annual fees paid to KPMG LLP. In addition, the Audit Committee considers additional factors to assess the potential impact on auditor independence of KPMG LLP performing such services, including whether the services are permitted under the rules and recommendations of the Public Company Accounting Oversight Board, the American Institute of Certified Public Accountants, and the NASDAQNasdaq Stock Market, whether the proposed services are permitted under EA’s policies, and whether the proposed services are consistent with the principles of the SEC’s auditor independence rules. The Company also annually confirms with each of its directors and executive officers whether there are any relationships that they are aware of with KPMG LLP that may impact the auditor independence evaluation. The Audit Committee considered and determined that fees for services other than audit and audit-related services paid to KPMG LLP during fiscal 2021year 2023 are compatible with maintaining KPMG LLP’s independence.
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Table of Contents AUDIT MATTERS Report of the Audit Committee of the Board of Directors The following Report of the Audit Committee shall not be deemed to be “soliciting material” or to be “filed” with the SEC nor shall this information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, except to the extent that EA specifically incorporates it by reference into a filing. The Audit Committee of the Board of Directors operates under a written charter, which was most recently amended in May 2018. The Audit Committee is currently comprised of three non-employee directors, each of whom in the opinion of the Board of Directors meets the current independence requirements and financial literacy standards of the NASDAQNasdaq Stock Market Rules, as well as the independence requirements of the SEC. During fiscal 2021,year 2023, the Audit Committee consisted of RichardKofi A. Simonson,Bruce, Jeffrey T. Huber, and Talbott Roche.Richard A. Simonson. The Board of Directors has determined that each of Mr. Bruce and Mr. Simonson meets the criteria for an “audit committee financial expert” as set forth in applicable SEC rules. The Company’s management is primarily responsible for the preparation, presentation and integrity of the Company’s financial statements. EA’s independent registered public accounting firm, KPMG LLP (the “independent auditors”), is responsible for performing an independent audit of the Company’s (1) financial statements and expressing an opinion as to the conformity of the financial statements with U.S. generally accepted accounting principles, and (2) internal control over financial reporting in accordance with the auditing standards of the Public Company Accounting Oversight Board (the “PCAOB”) and issuing an opinion thereon. The Audit Committee assists the Board of Directors in its oversight responsibility with respect to the integrity of EA’s accounting policies, internal control function and financial reporting processes. The Audit Committee reviews EA’s quarterly and annual financial statements prior to public earnings releases and submission to the SEC; oversees EA’s internal audit function; consults with the independent auditors and EA’s internal audit function regarding internal controls and the integrity of the Company’s financial statements; oversees tax and treasury matters; oversees EA’s enterprise risk management program; assesses the independence of the independent auditors; and is directly responsible for the appointment, retention, compensation and oversight of the independent auditors. In this context, the Audit Committee has met and held discussions with members of management, EA’s internal audit function and the independent auditors. Company management has represented to the Audit Committee that the Company’s consolidated financial statements for the most recently completed fiscal year were prepared in accordance with accounting principles generally accepted in the United States, and the Audit Committee has reviewed and discussed the consolidated financial statements with Company management and the independent auditors. Company management also has represented to the Audit Committee that the Company’s internal control over financial reporting was effective as of the end of the Company’s most recently completed fiscal year, and the Audit Committee has reviewed and discussed the Company’s internal control over financial reporting with management and the independent auditors. The Audit Committee also discussed with the independent auditors matters required to be discussed by the applicable requirements of the PCAOB and SEC, including the quality and acceptability of the Company’s financial reporting and internal control processes. The Audit Committee also has discussed with the Company’s independent auditors the scope and plans for their annual audit and reviewed the results of that audit with management and the independent auditors. In addition, the Audit Committee received and reviewed the written disclosures and the letter from the independent auditors required by the applicable requirements of the PCAOB regarding their communications with the Audit Committee concerning independence and has discussed with the independent auditors the auditors’ independence from the Company and its management. The Audit Committee also has considered whether the provision of any non-audit services (as described above under the heading “ Audit Matters” — “Fees of Independent Auditors”Auditors”) and the employment of former KPMG LLP employees by the Company are compatible with maintaining the independence of KPMG LLP.The members of the Audit Committee are not engaged in the practice of auditing or accounting. In performing its functions, the Audit Committee necessarily relies on the work and assurances of the Company’s management and the independent auditors. In reliance on the reviews and discussions referred to in this report, and in light of its role and responsibilities, the Audit Committee recommended to the Board of Directors that the Company’s audited financial statements for fiscal 2021year 2023 be included for filing with the SEC in the Company’s Annual Report. The Audit Committee also has approved the selection of KPMG LLP as the Company’s independent auditors for fiscal 2022. year 2024.AUDIT COMMITTEE Kofi A. Bruce (Chair)
Richard A. Simonson (Chair)
Jeffrey T. Huber
Talbott Roche
| 2023 PROXY STATEMENT | | | | | | | | | | 2021 Proxy Statement | 7161 |
Security Ownership of Certain Beneficial Owners and Management The following table shows, as of June 4, 2021,16, 2023, the number of shares of our common stock owned by our directors, NEOs, our current directors and executive officers as a group, and beneficial owners known to us holding more than 5% of our common stock. From time to time we engage in ordinary course business transactions with other companies in which one or more of our greater-than-5% beneficial owners may have an investment. As of June 4, 2021,16, 2023, there were 286,041,708272,116,984 shares of our common stock outstanding. Except as otherwise indicated, the address for each of our directors and executive officers is c/o Electronic Arts Inc., 209 Redwood Shores Parkway, Redwood City, CA 94065. | | | | | | | | | | | | | Stockholder Name | Shares Owned(1) | Right to Acquire(2) | Percent of Outstanding Shares(3) | Blackrock, Inc.(4) | 23,793,414 | — | 8.31% | Vanguard Group Inc.(5) | 22,162,337 | — | 7.75% | Andrew Wilson(6) | 234,173 | — | * | | Blake Jorgensen | 87,004 | — | * | | Laura Miele | 36,032 | 13,706 | * | | Kenneth Moss | 216,657 | 122,850 | * | | Chris Bruzzo | 27,658 | 9,902 | * | | Leonard S. Coleman | 36,240 | 15,684 | * | Jay C. Hoag(7) | 135,376 | 1,769 | * | Jeffrey T. Huber(8) | 85,907 | 13,641 | * | Lawrence F. Probst III(9) | 485,648 | 78,630 | * | | Talbott Roche | 14,507 | 1,769 | * | | Richard A. Simonson | 43,582 | 66,675 | * | | Luis A. Ubiñas | — | 57,175 | * | | Heidi J. Ueberroth | 4,563 | 4,499 | * | All executive officers and directors as a group (16) persons(10) | 1,469,522 | 386,300 | 0.65% |
* Less than 1%
(1)Unless otherwise indicated in the footnotes, includes shares of common stock for which the named person has sole or shared voting and investment power. This column excludes shares of common stock that may be acquired through stock option exercises, which are included in the column “Right to Acquire.”
(2)Includes (a) shares of common stock that may be acquired through stock option exercises and releases of RSUs within 60 days of June 4, 2021, (b) in the case of Mr. Simonson, reflects 53,034 RSUs that have vested but have been deferred, (c) in the case of Mr. Coleman, reflects 13,915 RSUs that have vested but have been deferred, (d) in the case of Mr. Ubiñas, reflects 50,534 RSUs that have vested but have been deferred and (e) in the case of Ms. Ueberroth, reflects 2,730 RSUs that have vested but have been deferred.
(3)Calculated based on the total number of shares owned plus the number of shares that may be acquired through stock option exercises and the release of vested RSUs within 60 days of June 4, 2021.
(4)As of March 31, 2021, based on information contained in a report on Form 13F-HR filed with the SEC on May 7, 2021 by Blackrock, Inc. The address for Blackrock, Inc. is 55 East 52nd Street, New York, NY 10055.
(5)As of March 31, 2021, based on information contained in a report on Form 13F-HR filed with the SEC on May 14, 2021 by Vanguard Group Inc. The address for Vanguard Group Inc. is PO Box 2600, V26, Valley Forge, PA 19482-2600.
(6)Shares of common stock are held by Mr. Wilson’s family trust and Mr. Wilson has investment power over, and pecuniary interest in, all such shares.
(7)Represents 637 shares of common stock held directly by Mr. Hoag and 134,739 shares of common stock held by entities affiliated with Mr. Hoag, as follows: (a) 25,359 shares held by the Hoag Family Trust U/A Dtd 8/2/94 (the “Hoag Family Trust”) and (b) 109,380 shares held by Hamilton Investments Limited Partnership. Mr. Hoag, a director of the Company, is a trustee of Hoag Family Trust and a general partner and limited partner of Hamilton Investments Limited Partnership but disclaims beneficial ownership of the shares held or beneficially owned by such entities except to the extent of his pecuniary interest therein. The address for each of Mr. Hoag and the entities affiliated with Mr. Hoag is c/o TCV, 250 Middlefield Road, Menlo Park, CA 94025.
(8)Includes 13,493 shares of common stock held directly by Mr. Huber, 67,412 shares of common stock held by Mr. Huber’s family trust and 5,002 shares of common stock and 11,872 vested options held by the Maywood Trust U/A/D 9/19/2012 of which Mr. Huber is the sole trustee.
(9)Includes 73,297 shares of common stock held directly by Mr. Probst, 29,294 shares of common stock held by Mr. Probst’s grantor’s retained annuity trust, in which 14,647 shares are held in trust for Lawrence F. Probst IV and 14,647 shares are held in trust for Scott Probst; and 383,057 shares of common stock held by the Probst Family L.P. of which Mr. Probst is a partner.
(10)Includes all executive officers and directors of EA as of the date of this filing.
| Stockholder Name | | Shares
Owned(1) | | Right to
Acquire(2) | | Percent of
Outstanding
Shares(3) | | The Public Investment Fund(4) | | 24,807,932 | | — | | 9.12% | | Blackrock, Inc.(5) | | 24,801,166 | | — | | 9.11% | | The Vanguard Group Inc.(6) | | 21,903,490 | | — | | 8.05% | | Andrew Wilson(7) | | 136,293 | | — | | * | | Christopher Suh | | 9,585 | | — | | * | | Laura Miele | | 38,586 | | — | | * | | Chris Bruzzo | | 11,907 | | 5,402 | | * | | Mala Singh(8) | | 31,947 | | — | | * | | Kenneth Moss | | 249,555 | | — | | * | | Kofi A. Bruce | | 1,870 | | 2,004 | | * | | Rachel A. Gonzalez | | 2,643 | | 2,004 | | * | | Jeffrey T. Huber(9) | | 90,825 | | 13,876 | | * | | Talbott Roche | | 19,589 | | 2,004 | | * | | Richard A. Simonson | | 58,723 | | 35,038 | | * | | Luis A. Ubiñas | | — | | 57,410 | | * | | Heidi J. Ueberroth | | 5,799 | | 8,373 | | * | | All current executive officers and directors as a group (14) persons(10) | | 430,361 | | 123,210 | | 0.20% |
| | | | | | | | Unless otherwise indicated in the footnotes, includes shares of common stock for which the named person has sole or shared voting and investment power. This column excludes shares of common stock that may be acquired through stock option exercises, which are included in the column “Right to Acquire.” | | (2) | Stock Ownership InformationIncludes (a) shares of common stock that may be acquired through stock option exercises and releases of RSUs within 60 days of June 16, 2023, (b) in the case of Mr. Simonson, reflects 35,038 RSUs that have vested but have been deferred, (c) in the case of Mr. Ubiñas, reflects 52,538 RSUs that have vested but have been deferred and (d) in the case of Ms. Ueberroth, reflects 8,373 RSUs that have vested but have been deferred. | | (3) | Calculated based on the total number of shares owned plus the number of shares that may be acquired through stock option exercises and the release of vested RSUs within 60 days of June 16, 2023. | | (4) | As of December 31, 2022, based on information contained in a report on Schedule 13G/A filed with the SEC on February 14, 2023 as updated by a report on Schedule 13F filed on May 15, 2023, by The Public Investment Fund, reporting sole voting and dispositive power over 24,807,932 shares of common stock, and shared voting and dispositive power over no shares. The address for The Public Investment Fund is P.O. Box 6847, Riyadh 11425, Kingdom of Saudi Arabia. | | (5) | As of December 31, 2022, based on information contained in a report on Schedule 13G/A filed with the SEC on January 27, 2023 by Blackrock, Inc., reporting sole voting power over 22,334,049 shares of common stock, sole dispositive power over 24,801,166 shares of common stock, and shared voting and dispositive power over no shares. The address for BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055. | | (6) | As of December 30, 2022, based on information contained in a report on Schedule 13G/A filed with the SEC on February 9, 2023 by The Vanguard Group, reporting shared voting power over 376,644 shares of common stock, sole dispositive power over 20,801,654 shares of common stock, shared dispositive power over 1,101,836 shares of common stock, and sole voting power over no shares of common stock. The address for The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355. | | (7) | Includes 87,809 shares of common stock are held by Mr. Wilson’s family trust and 48,484 shares of common stock held in trust for the benefit of Mr. Wilson’s descendants. Mr. Wilson has investment control over, and pecuniary interest in, shares held in his family trust. Mr. Wilson has investment control over shares held in trusts for his descendants. | | (8) | Includes 31,947 shares of common stock are held by Ms. Singh’s family trust. Ms. Singh has investment control over, and pecuniary interest in, shares held in her family trust. | | (9) | Includes 304 shares of common stock held directly by Mr. Huber, 67,412 shares of common stock held by Mr. Huber’s family trust and 23,109 shares of common stock and 11,872 vested options held by trusts over which Mr. Huber maintains investment control and pecuniary interest. | | (10) | Includes all executive officers and directors of EA as of the date of this filing. |
| 62 | |
Stock Ownership Guidelines for Directors 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. Non-employee directors are permitted to include the value of vested, but deferred, RSUs toward their ownership requirement. As of the end of fiscal 2021,year 2023, each of our directors had fulfilled his or her ownership requirements. Mr. Hoag is eligible to satisfy his ownership requirements through holdings of EA common stock by investment vehicles over which Mr. Hoag maintains investment control and pecuniary interest. Mr. Huber is eligible to satisfy his ownership requirements through holdings of EA common stock through certain trusts over which Mr. Huber maintains investment control and pecuniary interest. Stock Ownership Holding Requirements for Section 16 Officers In February 2021 in response to stockholder feedback, the Board of Directors adoptedaccordance with our stock ownership guidelines, with stricter holding requirements for our CEO and Section 16 officers who are executive vice presidents than under our previousmust maintain stock ownership guidelines. For more information on these stricterequal to the minimum ownership requirements listed in the table below. Our CEO is required to own stock with a value equal to ten times his base salary. Each of our NEOs (other than the CEO) is an Executive Vice President and therefore is required to own stock with a value equal to three times his or her base salary. | Position | | Stock Ownership Value as a Multiple of Base Salary | | CEO | |  | | Executive Vice President | |  | | Senior Vice President | |  |
We test the stock ownership holding requirement on an annual basis, and any Section 16 officer not in compliance with these guidelines must hold 50% of any net after-tax shares vesting from equity awards until the applicable requirement is met. The Compensation Committee last reviewed the stock ownership requirements please seein May 2023. As of that date, each of our executive officers had either met his or her then-applicable stock ownership holding requirement or had not yet reached the discussion above underdate on which he or she is required to meet his or her ownership requirements, which is generally 50 months from the heading “Compensation Discussiondate of hire, appointment, or promotion. For promotions, executives must maintain their prior-level minimum holding requirements during any applicable transition period.Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires our executive officers, directors and Analysis — Other Compensation Practicespersons who beneficially own more than ten percent of our ordinary shares to file reports of their beneficial ownership and Policies” .changes in ownership (Forms 3, 4 and 5, and any amendment thereto) with the SEC. Based solely on a review of forms filed in the SEC’s EDGAR database and written representations from executive officers and directors, we believe that during the fiscal year ended April 1, 2023, all required reports were filed on a timely basis.Insider Trading, Anti-Hedging and Anti-Pledging Policies We maintain an insider trading policy designed to promote compliance by our employees and directors with both federal and state insider trading laws. In addition, our insider trading policy prohibits our directors, executive officers, employees and family members of any director, executive officer or employee or others living in their respective households, from engaging in any hedging transaction with the Company’s securities, buying the Company’s securities on margin, or otherwise trading in any derivative of the Company’s securities (including put and/or call options, swaps, forwards or futures contracts, short sales or collars). Our directors and Section 16 officers also are prohibited from pledging our stock as collateral for any loan.
| 2023 PROXY STATEMENT | | | | | | | | | | 2021 Proxy Statement | 7363 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | PROPOSAL 1 | | | | | | |
Election of Directors
At the Annual Meeting, stockholders will elect eight directors to hold office for a one-year term until the next annual meeting (or until their respective successors are appointed). All nominees have consented to serve a one-year term, if elected. For additional information regarding the nominees and our corporate governance practices, including our director resignation policies and refreshment practices, please see the sections of this Proxy Statement entitled “Proxy Highlights,” and “Board of Directors and Corporate Governance.” The 20212023 election of directors will be uncontested. Accordingly, EA’s Amended and Restated Bylaws provide that in an uncontested election of directors each nominee must receive more votes cast “for” than “against” his or her election or re-election in order to be elected or re-elected to the Board of Directors. The Board of Directors has nominated the following directors to stand for election or re-election. Each of our director nominees currently serves on the Board of Directors and was elected to a one-year term at the 20202022 annual meeting, except for Mr.meeting. | | | ■Kofi A. Bruce who is standing for initial election at the Annual Meeting. Mr. Lawrence F. Probst III and Mr. Jay Hoag are not standing for re-election at the Annual Meeting. In connection with Mr. Probst’s decision to not stand for re-election, the Board of Directors appointed Mr. ■Rachel A. Gonzalez ■Jeffrey T. Huber | ■Talbott Roche ■Richard A. Simonson ■Luis A. Ubiñas | ■Heidi J. Ueberroth ■Andrew Wilson EA’s Chief Executive Officer and a member of the Board of Directors since 2013, as Chair of the Board of Directors, effective upon the Annual Meeting and subject to Mr. Wilson’s re-election to the Board of Directors at the Annual Meeting. Also, effective at the Annual Meeting, the size of the Board will be reduced from nine members to eight members while the Board of Directors engages in succession planning. | | | | | | •Kofi A. Bruce
•Leonard S. Coleman
•Jeffrey T. Huber
| •Talbott Roche
•Richard A. Simonson
| •Luis A. Ubiñas
•Heidi J. Ueberroth
•Andrew Wilson
| | | | | | The Board of Directors recommends a vote FOR each of the nominees. | | | | |
| 64 | | | | | | | | | | Proposals to be Voted on | |
Table of Contents PROPOSALS TO BE VOTED ON | | | | | | | | | | | | | | | | | | | | | PROPOSAL 2 | | | | | | |
Advisory Vote to Approve Named Executive
Officer Compensation
In accordance with the SEC’s proxy rules, we seek an advisory, non-binding stockholder vote with respect to the compensation of our NEOsnamed executive officers for fiscal 2021.year 2023. This vote, which is undertaken by us annually, is not intended to address any specific item of compensation, but rather the overall compensation of our NEOsnamed executive officers and the compensation philosophy, policies, and practices, as disclosed in this Proxy Statement. Approval of this proposal, commonly known as a “say-on-pay” proposal, requires the affirmative vote of a majority of the voting shares present at the Annual Meeting in person or by proxy and voting for or against the proposal. We are asking our stockholders to vote on the following resolution at the Annual Meeting: We traditionally have received strong support for our say-on-pay proposals including 94%, 86%, and 96%“RESOLVED, that the Company’s stockholders approve, on a non-binding, advisory basis, the compensation of the votes castnamed executive officers for fiscal year 2023, as disclosed in our favor at the 2019, 2018Compensation Discussion and 2017 annual meetings, respectively. We were disappointed thatAnalysis, the 2020 advisory say-on-pay proposal did not receive majority support. In response to the 2020 say-on-pay vote, EA’s managementcompensation tables, and the Compensation Committee took decisive steps to respond to therelated narrative disclosures in this Proxy Statement.”
Our Board of Directors recommends a vote outcome and stockholder feedback. For example, we granted no special equity awards in fiscal 2021 following our August 2020 annual meeting, and no special equity awards outside“FOR” this resolution. Our Board of our regular compensation program will be granted in fiscal 2022 to any of our NEOs. We changed our fiscal 2022 PRSU program to add financial and operating metrics (net bookings and operating income) to increase line-of-sight for our NEOs and align our long-term incentive program with our broader business strategy, while maintaining strong alignment to results for our stockholders. We also changed our fiscal 2022 PRSU program to eliminate annual vesting and replace it with three-year cliff vesting, remove the lookback feature, and align the relative TSR payout scale to market and peer practice. We also increased our stock ownership guidelines for our executives and expanded our Clawback Policy. EA’s management, theDirectors, Compensation Committee and the Board of DirectorsEA management are committed to maintaining pay-for-performance alignment in our executive compensation programs.program. Our pay-for-performance approach is designed to reward the achievement of Company-wide financial and business objectives, individual performance, and the creation of long-term value for stockholders, while also recognizing the dynamic and highly competitive nature of our business and the market for top executive talent.
At last year’s Annual Meeting, our say-on-pay proposal received the support of 92% of the votes cast. We encourage you to review carefully the “Compensation Discussion and Analysis”Analysis” and accompanying compensation tables and narrative discussion for a more detailed description of our executive compensation program and decisions. We are asking our stockholders to indicate their support for the compensation paid to our named executive officers, by voting “FOR” the following resolution at the Annual Meeting:
“RESOLVED, that the Company’s stockholders approve, on a non-binding, advisory basis, the compensation of the named executive officers for fiscal 2021, as disclosed in the Compensation Discussion and Analysis, the compensation tables and the related narrative disclosures in this Proxy Statement.”
Although the vote is advisory and non-binding, our Board of Directors and Compensation Committee value the opinions of our stockholders and will consider the outcome of the vote, along with other relevant factors, in evaluating the future compensation of our named executive officers. We currently intend to hold the next non-binding advisory vote to approve the compensation of our named executive officers at our 2022 Annual Meeting.2024 annual meeting. | | | | | | | The Board of Directors recommends a vote FOR the approval of the foregoing resolution. | |
| | | | | | | | | | | | | | | | | | | | | PROPOSAL 3 | | | | | | |
Ratification of the Appointment of KPMG LLP,
Independent Public Registered Accounting Firm
The Audit Committee has appointed KPMG LLP as the Company’s independent auditors for the fiscal year ending March 31, 2022.2024. Ratification of the appointment of KPMG LLP as our independent auditors is not required by our Amended and Restated Bylaws or otherwise. The Board of Directors has determined to submit this proposal to the stockholders as a matter of good corporate practice. Approval of this proposal requires the affirmative vote of a majority of the voting shares present at the meeting in person or by proxy and voting for or against the proposal. If the stockholders do not ratify the appointment, the Audit Committee will review its future selection of auditors. Even if the appointment is ratified, the Audit Committee may, in its discretion, direct the appointment of different independent auditors at any time during the year if it determines that such a change would be in the best interests of the Company and the stockholders. | | | | | | The Board of Directors recommends a vote FOR the ratification of KPMG LLP as our independent auditors for the fiscal year ending March 31, 2022. | | | 2024. | |
| | | | | | | | | | | | | | | | | | | | | PROPOSAL 4 | | | | | | | Amend and Restate our Certificate
Advisory Vote on the Frequency of Incorporation to Permit Stockholders to Act by Written Consent
Say-on-Pay Votes
Our Board of Directors has unanimously approved, and recommends thatAs described in Proposal 2 above, our stockholders approve,have the opportunity to cast an advisory, non-binding vote on the compensation of our Amended and Restated Certificatenamed executive officers (“say-on-pay vote”).
The SEC rules require us to ask our stockholders (at least once every six years) how often they would like to hold the say-on-pay vote. The options required by law are every year, every two years, or every three years. At our 2017 Annual Meeting, our stockholders favored holding the say-on-pay vote every year. Accordingly, we have held it every year. Now on the sixth anniversary of Incorporation (the “Charter”) to enablethat result, we are again asking our stockholders who comply withhow often we should hold the applicable requirements and procedures set forthsay-on-pay vote in our Charter to act by written consent (the “Company Written Consent Proposal”). Currently, stockholders may only act at in-person or virtual stockholders’ meetings. The description inthe next six years. Under this Proposal 4, should be read in conjunction with the full text of the Charter, which is filed by the Company as Appendix Bstockholders may vote to this Proxy Statement and marked to show the proposed modifications. If Proposal 4 is approved by our stockholders, we will promptly file the Charter with the Secretary of State of the State of Delaware, at which pointhold it will become effective. •Consistent with the Board of Directors’ strong track record of stockholder responsiveness, our Board of Directors is recommending that stockholders approve a written consent right in the Company’s Certificate of Incorporation.
•Our Board of Directors recommends a written consent right that implements an orderly, consistent and deliberative process that provides fairness and transparency in connection with stockholders’ ability to exercise this right.
Supporting Discussion
Currently our Charter does not permit stockholders to act by written consent. Following the receipt of a stockholder proposal for our 2020 annual meeting regarding written consent, our Board of Directors committed to understanding stockholder perspectives in this area and included this topic as part of its stockholder engagement efforts in late 2020 and early 2021. We heard mixed reactionsevery year (by voting “1 Year”), every two years (by voting “2 Years”), every three years (by voting “3 Years”), or abstain from our stockholders. Some stockholders were opposed to written consent and believed that our current governance practices and avenues by which stockholders can raise matters for consideration are robust and sufficient (including the ability for stockholders to call a special meeting); other stockholders viewed written consent as a fundamental governance right that should be offered to stockholders, regardless of a company’s underlying governance profile. Several of our largest stockholders stressed that if we adopt written consent, we should include in our Charter amendments appropriate safeguards for the interests of all of our stockholders so that the right is not misused.
After considering stockholder feedback solicited as part of the Company’s engagement efforts, and consistent with the Board’s strong track record of stockholder responsiveness, our Board of Directors has declared advisable, and is submitting to stockholders for approval, this Amended and Restated Charter.
Overview of the Written Consent Rightvoting (by indicating “Abstain”).
The Board of Directors determinedrecommends that it wouldfuture advisory votes to approve named executive officer compensation be in the best interestsheld every year. A majority of the Companyvotes cast for one of the options presented by Proposal 4 will determine the stockholders’ preferred frequency for holding an advisory vote on the compensation of our named executive officers. This means that the option receiving the greatest number of votes will be considered the preferred frequency of our stockholders. Although the vote is advisory and its stockholders to implement an orderly, consistent and deliberative written consent process that provides fairness and transparency in connection with stockholders’ ability to exercise this right. Thenon-binding, our Board of Directors consideredand Compensation Committee value the stockholder feedback discussed above, market practice with regard to the procedures in place at companies that have adopted written consent and related additional considerations, and determined to adopt a written consent right with certain procedural and informational requirements: •To ensure adequate underlying support before committing Company resources to the consent solicitation process, the Charter will require that stockholder seeking to act by written consent must own, individually or in the aggregate, at least 25%opinions of our outstanding sharesstockholders and will consider the outcome of common stock to request that the Boardvote, along with other relevant factors, when making future decisions regarding the frequency of Directors setconducting a record date to determine the stockholders entitled to act by written consent. This 25% ownership threshold is the same ownership threshold required for stockholders to call a special meeting, which the Board of Directors believes is appropriate so that a limited group of stockholders cannot use written consent to push forward an action that lacks sufficient support to merit calling a special meeting. The Board of Directors believes that this 25% threshold, which is consistent with market practice, permits stockholders to initiate action around a matter that has achieved a critical mass of support.say-on-pay vote.
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| | | | | | | | | | | | | •To ensure that all stockholders have a voice, stockholders that seek to act by written consent must solicit written consents from all stockholders entitled to vote on the matter, giving each stockholder the right to consider and act on the proposal, similar to what would be done at a stockholder meeting. This protection eliminates the possibility that a small group of stockholders could act without a democratic process for determining the merits of any proposed action.
•To ensure transparency, stockholders that seek to act by written consent must provide the Company with similar information that would be required to propose such action at a stockholder meeting.
•To provide the Board of Directors with sufficient time to evaluate and respond to a valid stockholder request for a record date, the Board of Directors must act and fix a record date by the later of (1) twenty days after delivery of such request and (2) five days after delivery by the stockholders of any information reasonably requested in good faith by the Company to determine the validity of such request. The record date must be no more than ten days after the date on which the resolution fixing the record date is adopted.
•To provide stockholders with sufficient time to consider the proposal, as well as to provide the Board of Directorsthe opportunity to present its views regarding the proposed action, no executed consents may be delivered until 60 days after the delivery of a valid request to set a record date.
•To protect against duplicative matters or other abuses, the Charter will provide that the written consent process is not available in a limited number of circumstances, including:
•The business requested to be conducted through written consent is not a proper subject for stockholder action under applicable law or that involves a violation of applicable law;
•A substantially similar item of business was covered at a stockholder meeting called by the Board of Directors that was held within 90 days prior to the record date request;
•The record date request is received within 90 days prior to the anniversary of EA’s last annual meeting of stockholders;
•A substantially similar item will be covered at a stockholder meeting to be held (1) within 90 days after EA’s receipt of the request for a record date, or (2) at any time provided that EA announced the meeting by the time that it receives the request for a record date;
•If the record date request was made in a manner that violates applicable law; or
•In certain cases, the requesting stockholders revoke their request or their stock ownership falls below the 25% threshold.
•To promote management’s focus on EA’s business, the Charter will provide that a consent will not be effective unless it is delivered to the Company within 60 days of the earliest-dated consent delivered to the Company, but in no event later than 120 days after the record date.
| | | | | | | Required Vote and Impact of Vote
To pass, the Company Written Consent Proposal requires the affirmative vote of a majority of the outstanding stock entitled to vote thereon. If the Company’s stockholders approve the Company Written Consent Proposal, we will promptly file with the Secretary of State of the State of Delaware the Charter attached to this Proxy Statement as Appendix B to implement the written consent right. If the Company’s stockholders do not approve the Company Written Consent Proposal, stockholders will not have the ability to act by written consent.
As described below in Proposal 5, the Company was notified that a stockholder intends to present a proposal for consideration at the Annual Meeting that also addresses stockholders’ ability to act by written consent. Although the Company Written Consent Proposal and the stockholder proposal concern the same subject matter, the terms and effects of each proposal differ, including the fact that the stockholder proposal is not binding (it requests that the Board of Directors consider the matter, but does not amend either the Charter or the Company’s Amended and Restated Bylaws).
| | | | | | | The Board of Directors recommends a vote FORfor the amendment and restatementoption of our Charteran annual (“1 Year”) advisory vote to permit stockholders to act by written consent. | | | | approve named executive officer compensation. | |
| | | | | | | | | | | | | | | | | | | | | PROPOSAL 5 | | | | | | |
Stockholder Proposal on Written ConsentTermination Pay
The Company has been advised that James McRitchie and Myra K. Young, 9295 Yorkship Court, Elk Grove, CA 95758, who have indicated that they arethe beneficial owners of at least $2,000 in market value25 shares of EA’s common stock, intend to submitpresent the following proposal for consideration at the Annual Meeting. Proposal 5 — Written Consent– Shareholder Ratification of Termination Pay Resolved: Shareholders of Electronic Arts Inc. (EA)(Company) request the Board seek shareholder approval of any senior manager’s new or renewed pay package that our boardprovides for severance or termination payments with an estimated value exceeding 2.99 times the sum of directors takethe executive’s base salary plus target short-term bonus. “Severance or termination payments” include cash, equity or other compensation that is paid out or vests due to a senior executive’s termination for any reason. Payments include those provided under employment agreements, severance plans, and change-in-control clauses in long-term equity plans, but not life insurance, pension benefits, or deferred compensation earned and vested prior to termination. “Estimated total value” includes; lump-sum payments; payments offsetting tax liabilities; perquisites or benefits not vested under a plan generally available to management employees; post-employment consulting fees or office expense; and equity awards if vesting is accelerated, or a performance condition waived, due to termination. The Board shall retain the option to seek shareholder approval after material terms are agreed upon. Supporting Statement: Generous performance-based pay can be good but shareholder ratification of “golden parachute” severance packages with a total cost exceeding 2.99 times base salary plus target short-term bonus better aligns management pay with shareholder interests. For instance, at one company if the CEO is terminated without cause, whether or not his termination follows a change in control, he will receive $39 million in termination payments, nearly 7-times his base salary plus short-term bonus. It is in the best interest of Company shareholders to be protected from such steps as may be necessarylavish management termination packages. It is important to permit written consent by shareholders entitledhave this policy in place so that Company management focuses on improving company performance, instead of possible business combinations to cast the minimum number of votes that would be necessary to authorize the action attrigger a meeting at which all shareholders entitled to vote thereon are present and voting. This includes shareholder ability to initiate any appropriate topic for written consent.golden parachute windfall. This proposal topic won 95%-support at a Dover Corporation shareholder meeting and 88%-support at an AT&T shareholder meeting. And that was before the shareholder ability to call a special in-person shareholder meeting was essentially eliminated by the 2020 pandemic. Last year the topic won majority support at NetApp, OGE Energy, HP, and Stanley Black & Decker. This proposal topic won 53% supportis more important at our 2020 annual meeting, despiteCompany because of the pandemic. Written consent can be structured so that all shareholders get noticetendency to overpay management or provide the wrong management pay incentives. Pay was rejected by 8% of a proposed action. Plus,shares in 2022, 58% in 2021, 74% in 2020, CMG management also ignoredwhereas a 5% rejection is more the fact that winning written consent would require 60%-approvalnorm.
Consider also: Contrary best practice,1 our Company closed polls about fifteen seconds after presentation of shares votedthe last proposal at a typicalits 2022 annual meeting. If shareholders fail to present their proposals, companies can exclude future proposals for two years. Our Company treats voting at the meeting since many shareholders do not vote.as an empty ritual. With the near universal use of online annual shareholder meetings, which can last only 10-minutes, the shareholder right to call a special meeting has been severely reduced in value. Shareholders can be restricted in making their views known at online shareholder meetings because constructive questions and comments can be easily screened out by the incumbent management and board.
For example, the 2020 Goodyear shareholder meeting was spoiled for shareholders by a trigger-happy management mute button. (Goodyear’s virtual meeting creates issues with shareholder,
| | 1 | https://www.crainscleveland.com/manufacturing/goodyears-virtual-meeting-creates-issues-shareholder)AT&T would not allow shareholders to speak. (AT&T investors denied a dial-in as annual meeting goes online, https://whbl.com/2020/04/17/att-investors-denied-a-dial-in-as-annual-meeting-goes-online/1007928/)
The Bank of New York Mellon Corporation (BK) said it adopted written consent in 2019 after 45%-support for a written consent shareholder proposal. This compares to the 53% support at Electronic Arts in 2020. BK’s action was taken a year before the pandemic put an end to the vast majority of in-person shareholder meetings – perhaps forever.
Now more than ever shareholders need to have the option to take action outside of a shareholder meeting and send a wake-up call to management, if need be, since tightly controlled online shareholder meetings have the potential to dramatically reduce shareholder engagement and management transparency.
optimizeronline.com/how-and-when-to-properly-open-and-close-the-polls/ | Please vote yes: Shareholder Right to Act by Written Consent -Ratification of Termination Pay – Proposal 5
Enhance Shareholder Value, Vote FOR | | | | |
| 68 | | | | | | | | | | 2021 Proxy Statement | 79 |
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The Company’s Opposition Statement in Opposition to Proposal 5 Our Board of Directors recommends a vote “AGAINST” this proposal because it is unnecessary and not in the best interests of the Company or its stockholders, particularly in light of the Company Written Consent Proposal (Proposal 4) which, if passed, will enable stockholders who comply with the applicable requirements and procedures set forth in our Charter to act by written consent.stockholders. •This stockholder proposal is unnecessary. In Proposal 4 of this Proxy Statement, the Board of Directors has recommended that stockholders approve a written consent right that implements the subject matter of this stockholder proposal.
•The written consent right recommended by the Board of Directors (Proposal 4) implements an orderly, consistent and deliberative process that provides fairness and transparency in connection with stockholders’ ability to exercise this right.
The stockholder proposal is unnecessary because our cash severance policy already limits cash severance payments to no more than 2.99 times base salary plus target annual bonus opportunity, and mootour existing severance benefits are payable only in lightvery specific situations.
We have an Executive Officer Cash Severance Policy (the “Cash Severance Policy”) that already addresses the proposal’s request with regard to salary and annual bonus. This policy does not allow the Company to enter into any new employment agreement, severance agreement, or separation agreement with any executive officer—or establish any new severance plan or policy covering any executive officer—that provides for cash severance benefits exceeding 2.99 times the sum of the Company Written Consent Proposal.executive officer’s base salary plus target annual bonus opportunity, without seeing stockholder ratification of such arrangement. The BoardFurthermore, the possibility of Directors believesreceiving severance pay is already very limited because:
■we do not maintain employment agreements with executive officers that include severance protections; ■we do not have a practice of paying severance to departing executive officers; and ■outstanding equity awards held by our executive officers will be forfeited in an ordinary course termination of employment. We provide certain equity-related benefits in the stockholder proposal is unnecessaryextraordinary event of death or disability to all employees (not just executive officers) meeting certain service requirements. These include full vesting of equity awards upon death and mootpro rata vesting of awards in lightthe event of Proposal 4,disability (in each case, with the Company’s proposalvesting of performance-based awards to enable stockholders to act by written consent. The stockholder proposal requests thatbe based on actual performance). As previously discussed, we maintain a Change in Control Severance Plan. Under this plan, benefits are only payable in the Boardevent of Directors take “such steps as may be necessary to permit written consent by shareholders entitled to cast the minimuma termination of employment without cause or for good reason within a specified period of time before or after a change-in-control transaction (a “double trigger” termination). A substantial number of votes that would be necessary to authorize the action atpublic companies and many of our peers provide double-trigger severance benefits as a meeting at which all shareholders entitled to vote thereon are present and voting. This includes shareholder ability to initiate any appropriate topic for written consent.” As described in further detail in Proposal 4, after engaging with the Company’s stockholders to understand their positions on whether the Company should adopt a written consent right and appropriate parameters in lightstandard component of the Company’s existing strong corporate governance practices, the Board of Directors unanimously approved the proposed amendment and restatement of the Company’s Charter to implement a written consent right. If Proposal 4 is approved by stockholders, stockholders will have the right to act by written consent. We will promptly file the Charter with the Secretary of State of the State of Delaware. We told the proponent foran executive pay package. Moreover, this stockholder proposal that the Board of Directors would recommend adoption of a written consent right in the proxy (Proposal 4) and they declined to withdraw this Proposal 5. We also note that the stockholder proposal is advisory in nature and therefore not binding (it requests that the Board of Directors consider the matter but its approvalplan does not result in the amendment of either the Company’s Charterotherwise provide for excise tax gross ups, additional equity grants, or Bylaws).special retirement provisions.
The written consent right as set forth in Proposal 4/Company Written Consent Proposal will add to EA’s strong corporate governance practices that promote Board accountability and responsiveness to stockholders.
The Board of Directors believes that EA’s governance practices demonstrate and promote accountability and advance long-term value creation. The written consent right as set forth in Proposal 4/Company Written Consent Proposal will add to EA’s key substantive stockholder rights and strong corporate governance practices, which include:
•25% Special Meeting Right: Our special meeting right allows stockholders owning at least 25% or more of our outstanding shares to call special meetings.
•Active Stockholder Engagement Program: We regularly engage with our stockholders to solicit their feedback regarding issues including executive compensation and corporate governance and have taken actions to implement stockholder feedback when warranted.
•Robust Lead Director Structure: Our Lead Independent Director, who is selected by the independent directors, has clearly enumerated powers and authorities, such as chairing executive sessions ofFor these reasons, the Board of Directors and other meetingsCompensation Committee believe that the Cash Severance Policy more appropriately addresses and limits severance benefits than the far-reaching mandates of the proposal.
The proposal is not in the best interests of stockholders because it could place us at a severe competitive disadvantage by limiting our ability to attract and retain highly qualified executives. Our Board of Directors and Compensation Committee also recognize that attracting and retaining talent requires offering competitive severance benefits upon certain terminations of employment, especially a double-trigger termination in a change in control. As noted above, many public companies, including our peers, provide double-trigger severance benefits to their executives. In our experience, executive-level candidates expect these protections as part of their compensation packages, and we would jeopardize our ability to attract qualified executives if they were not offered. Even if offers of employment contained severance protections that were contingent upon stockholder approval or ratification, they may be viewed as too uncertain and would discourage top candidates from accepting. Furthermore, calling a special meeting of stockholders to obtain prior approval of a severance arrangement that could exceed the specified cap would be expensive, impractical, and time-consuming. Top candidates—when informed that the terms of their compensation package first require binding stockholder approval—would be unwilling to sit on the sidelines awaiting such approval. They may instead seek employment elsewhere, including at one of our competitors who do not face similar restrictions. In a competitive market where the ability to act quickly on opportunities to attract top-level executive talent is paramount, the implementation of this proposal would significantly restrict the Company’s agility in hiring. For these reasons, the proposal would compromise our recruiting efforts and introduce uncertainty and potential delays into the process. Instead, the Board of Directors and Compensation Committee believe that the Cash Severance Policy is better suited for the Company to remain competitive for top-performing talent, which would ultimately be in the absencebest interest of the Chairmanour stockholders. This proposal is unnecessary because we provide stockholders with a voice on executive pay through our annual say-on-pay vote and robust stockholder outreach program. We hold an annual say-on-pay advisory vote giving our stockholders the ability to call meetingsvote on our executive compensation program each year. In addition, SEC rules further require separate approval, on an advisory basis, by stockholders of golden parachute compensation payable to named executive officers in connection with change-in-control transactions. If we were to undergo a change in control transaction, stockholders would have the independent directors. •Majority-Independent Board of Directors: All director nominees except our CEO are independent under NASDAQ rules and have deep expertise in gaming, technology, finance, media, sports, investments, and stockholder value creation.
•Strong Director Succession and Refreshment Practices: Our Board of Directors has an appropriate mix of shorter-tenured directors and longer-tenured directors. 38% of our director nominees have served for fewer than six years.
•Diverse Board of Directors: Our Board of Directors reflects diversity in experience, skills, race, ethnicity, age and gender. 62% of our director nominees identify as female or from an underrepresented community.
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| | | | | | | | | | Proposalsopportunity to be Voted on | |
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•Annual Elections of Board of Directors: We do not have a classified Board of Directors. All of our directors are elected annually by our stockholders.
•Majority Voting: We have a majority voting standard for the election of directors in uncontested elections.
•No Dual Class: We have a single class of common stock, with equal voting rights (one vote per share) for all stockholders.
•Proxy Access: We have adopted a proxy access right applying corporate best practices, allowing stockholders holding 3% or more of our common stock for 3 or more years to include director nominations in our proxy statement.
•No Supermajority Provisions: Our governance documents do not contain provisions requiring a supermajority stockholder vote on any issue.golden parachute arrangements with our executives.
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Table of Contents PROPOSALS TO BE VOTED ON Supplementing this vote, we have a robust year-round stockholder outreach program. As previously discussed, we have conducted extensive stockholder engagement to request feedback on our executive compensation program over recent years. Our adoption of the Cash Severance Policy is a result of such engagement. In fiscal year 2023, we reached out to stockholders holding approximately 61% of our outstanding common stock to offer meetings, and we held 15 calls to understand their views on executive compensation, among other issues. Stockholders continued to express appreciation for the substantive changes we have made to our executive compensation program in recent years, including our adoption of the Cash Severance Policy. Importantly, on these calls, none of our stockholders raised the topic of our severance practices as an area of concern. •No Stockholder Rights PlanWe believe that these avenues of communication, along with the annual say-on-pay votes, are the most streamlined and effective ways of providing stockholders with a voice on our executive compensation program. Requiring intermittent stockholder approval of specific elements of compensation would be inefficient, and as discussed above, carries the risk of jeopardizing our ability to attract and retain highly qualified candidates.
This proposal would unduly restrict the Compensation Committee’s ability to structure compensation programs. Our Compensation Committee, which is comprised solely of independent directors, is best suited to assess the needs of the Company, the competition for talent, and other relevant factors in Place: We do not maintainmaking decisions on our executive compensation program. However, the proposal would serve to undermine and constrain the Compensation Committee from being able to exercise its judgment about which forms of compensation best serve the Company and our stockholders. It would further restrict the Compensation Committee from securing talent, reacting to dynamic market practices, responding to business exigencies, and otherwise structuring our program in a stockholder rights plan.market-competitive manner. Instead, our Compensation Committee should be afforded the ability to continue to exercise strong independent leadership and oversight, while maintaining the ability to design and implement a prudent executive compensation program that is aligned with the interests of our stockholders. The Board of Directors recommends a vote AGAINST the stockholder proposal regarding written consent.
Required Vote Approval of this proposal requires the affirmative vote of a majority of the voting shares present at the meeting or by proxy and voting for or against the proposal. | | | | | The Board of Directors recommends a vote AGAINST the stockholder proposal regarding shareholder ratification of termination pay. |
| 70 | | | | | | | | | | 2021 Proxy Statement | 81 |
Commonly Asked Questions and Answers 1. Why am I receiving these materials and how do I attend the virtual meeting?
You are receiving these materials in connection with the Company’s solicitation of proxies for use at our Annual Meeting, which will take place virtually at www.virtualshareholdermeeting.com/EA2021 on Thursday, August 12, 2021 at 2:00 p.m. local time. We have adopted a virtual format for the Annual Meeting this year to protect our stockholders and employees in light of continuing public health and safety considerations posed by the COVID-19 pandemic. In structuring the virtual meeting, our goal is to provide stockholders the same opportunity to participate as they would have at an in-person meeting.
This Proxy Statement describes proposals on which you, as a stockholder, are being asked to vote. It also gives you information on the proposals that will be considered at the Annual Meeting, as well as other information so that you can make an informed decision. As a stockholder, you are invited to attend the Annual Meeting and are requested to vote on the items of business described in this Proxy Statement.
2. How do I attend the virtual meeting?
This year’s Annual Meeting will be accessible only through the Internet. You are entitled to participate in the Annual Meeting if you were a stockholder as of the close of business on the record date, June 18, 2021. To attend the Annual Meeting, go to www.virtualshareholdermeeting.com/EA2021 and log-in using the 16-digit control number on your Notice or proxy card next to the label “Control Number” for postal mail recipients or within the email for electronic delivery recipients. We encourage you to join 15 minutes before the start time. Stockholders may submit questions online during the Annual Meeting at www.virtualshareholdermeeting.com/EA2021. A copy of the Annual Meeting rules of conduct will be available online at the Annual Meeting. The list of stockholders will be available for inspection by stockholders during the meeting at www.virtualshareholdermeeting.com/EA2021. There will not be a physical location for the Annual Meeting, and you will not be able to attend the Annual Meeting in person. If you have difficulty accessing or participating in the virtual Annual Meeting, please call the technical support number that will be posted on the Annual Meeting website log-in page. We will have technicians available to assist you.
3. Why did I receive a Notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?
In accordance with rules adopted by the SEC, we may furnish proxy materials, including this Proxy Statement and our Annual Report, to our stockholders by providing access on the Internet instead of mailing printed copies. Stockholders will receive printed copies of the proxy materials only if they request them. Instead, the Notice, which was mailed to our stockholders, provides instructions on how to access and review all of the proxy materials on the Internet. The Notice also describes how you may submit your proxy on the Internet. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting those materials in the Notice or you may contact the Company directly. The Company will provide you without charge, upon request, a paper or email copy of our proxy materials (paper copies will be sent by first class mail). Any such request should be directed as follows: Corporate Secretary, Electronic Arts Inc., 209 Redwood Shores Parkway, Redwood City, CA 94065 or call (650) 628-1500.
4. How can I get electronic access to the proxy materials?
The proxy card provides instructions on how to inform us to send future proxy materials to you electronically by email. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to our proxy website. Your election to receive proxy materials by email will remain in effect until you terminate it. We encourage you to receive future proxy materials by email. Doing so will allow us to provide you with the information you need in a timelier manner, will save us the cost of printing and mailing documents to you, and will help conserve natural resources.
5. Can I vote my shares by filling out and returning the Notice?
No. However, the Notice provides instructions on how to vote on the Internet, by telephone, by mail or by attending the Annual Meeting virtually at www.virtualshareholdermeeting.com/EA2021 and following the instructions on the website.
| 1. | Why am I receiving these materials and how do I attend the virtual meeting? | | You are receiving these materials in connection with the Company’s solicitation of proxies for use at our Annual Meeting, which will take place virtually at www.virtualshareholdermeeting.com/EA2023 on Thursday, August 10, 2023 at 2:00 p.m. local time. In structuring the virtual meeting, our goal is to provide stockholders the same opportunity to participate as they would have at an in-person meeting. This Proxy Statement describes proposals on which you, as a stockholder, are being asked to vote. It also gives you information on the proposals that will be considered at the Annual Meeting, as well as other information so that you can make an informed decision. As a stockholder, you are invited to attend the Annual Meeting online and are requested to vote on the items of business described in this Proxy Statement. | | | | 2. | How do I attend the virtual meeting? | | This year’s Annual Meeting will be accessible only through the Internet. You can participate in the Annual Meeting if you were a stockholder as of the close of business on the record date, June 16, 2023. To participate in the Annual Meeting, including to vote and ask questions, go to www.virtualshareholdermeeting.com/EA2023 and log-in using the 16-digit control number on your Notice or proxy card next to the label “Control Number” for postal mail recipients or within the email for electronic delivery recipients, and follow the instructions on the website. If your shares are held in street name and your voting instruction form or Notice indicates that you may attend and vote those shares through the http://www.proxyvote.com website, then you may vote at the Annual Meeting with the 16-digit access code indicated on that voting instruction form or Notice. Otherwise, stockholders who hold their shares in street name should contact their bank, broker or other nominee and obtain a “legal proxy” in order to attend and vote at the Annual Meeting. We encourage you to join 15 minutes before the start time. Stockholders may submit questions online during the Annual Meeting at www.virtualshareholdermeeting.com/EA2023. A copy of the Annual Meeting rules of conduct will be available online at the Annual Meeting. The list of registered stockholders as of June 16, 2023 will be available for inspection by stockholders during the meeting at www.virtualshareholdermeeting.com/EA2023. There will not be a physical location for the Annual Meeting, and you will not be able to attend the Annual Meeting in person. If you have difficulty accessing or participating in the virtual Annual Meeting, please call the technical support number that will be posted on the Annual Meeting website log-in page. We will have technicians available to assist you. | | | | 823. | | Why did I receive a Notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials? |
| In accordance with rules adopted by the SEC, we may furnish proxy materials, including this Proxy Statement and our Annual Report, to our stockholders by providing access on the Internet instead of mailing printed copies. Stockholders will receive printed copies of the proxy materials only if they request them. Instead, the Notice, which was mailed to our stockholders, provides instructions on how to access and review all the proxy materials on the Internet. The Notice also describes how you may submit your proxy on the Internet. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting those materials in the Notice or you may contact the Company directly. The Company will provide you without charge, upon request, a paper or email copy of our proxy materials, including the Company’s Annual Report on Form 10-K (paper copies will be sent by first class mail). Any such request should be directed as follows: Corporate Secretary, Electronic Arts Inc., 209 Redwood Shores Parkway, Redwood City, CA 94065 or call (650) 628-1500. | | | | | | | | | 4. | Other InformationHow can I get electronic access to the proxy materials? | | The Notice or proxy card provides instructions on how to inform us to send future proxy materials to you electronically by email. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to our proxy website. Your election to receive proxy materials by email will remain in effect until you terminate it. We encourage you to receive future proxy materials by email. Doing so will allow us to provide you with the information you need in a timelier manner, will save us the cost of printing and mailing documents to you, and will help reduce paper use. | | | | 5. | Can I vote my shares by filling out and returning the Notice? | | No. However, the Notice provides instructions on how to vote on the Internet or by attending the Annual Meeting virtually at www.virtualshareholdermeeting.com/EA2023 and following the instructions on the website. |
6. Who can vote at the Annual Meeting?
Table of Contents OTHER INFORMATION | 6. | Who can vote at the Annual Meeting? |
Stockholders who owned common stock as of the close of business on June 18, 202116, 2023 may attend and vote at the Annual Meeting. If your shares are registered directly in your name with our transfer agent, Computershare, you are considered, with respect to those shares, the stockholder of record. As the stockholder of record, you have the right to vote at the Annual Meeting. If your shares are held in a brokerage account or by another nominee or trustee, you are considered the beneficial owner of shares held in “street name.” As the beneficial owner, you are also invited to attend the Annual Meeting. As a beneficial owner, you are not the stockholder of record and, as described in Question 2, may not in certain cases be able to vote these shares at the Annual Meeting unless you obtain a “legal proxy” from your broker, nominee, or trustee that holds your shares, giving you the right to vote the shares at the meeting. Each share of common stock is entitled to one vote. There were 285,733,636272,116,984 shares of common stock outstanding on the record date, June 18, 2021. 16, 2023.A quorum is required to conduct business at the Annual Meeting. A quorum exists if a majority of EA’s outstanding voting shares, or at least 142,866,819136,058,493 shares, as of June 18, 202116, 2023 is present or represented by proxies at the Annual Meeting. On June 18, 2021,16, 2023, a total of 285,733,636272,116,984 shares of common stock were outstanding and entitled to vote. Shares are counted as present or represented at the Annual Meeting if: •They are entitled to vote at the Annual Meeting and are present at the Annual Meeting, or
•The stockholder has voted on the Internet, by telephone or a properly submitted proxy card prior to 11:59 p.m. Eastern Time on August 11, 2021.
| ■ | They are entitled to vote at the Annual Meeting and are present at the Annual Meeting, or | | ■ | The stockholder has voted on the Internet, by telephone or a properly submitted proxy card prior to 11:59 p.m. Eastern Time on August 9, 2023. |
If a quorum is not present, we may propose to adjourn the Annual Meeting to solicit additional proxies and reconvene the Annual Meeting at a later date. 7. What am I voting on?
•Elect Kofi A. Bruce, Leonard S. Coleman, Jeffrey T. Huber, Talbott Roche, Richard A. Simonson, Luis A. Ubiñas, Heidi J. Ueberroth and Andrew Wilson to the Board of Directors to hold office for a one-year term (Proposal 1);
•Cast an advisory vote to approve named executive officer compensation (Proposal 2);
•Ratify the appointment of KPMG LLP as the Company’s independent public registered accounting firm for the fiscal year ending March 31, 2022 (Proposal 3);
•Amend and Restate our Certificate of Incorporation to permit stockholders to act by written consent (Proposal 4); and
•Consider and vote upon a stockholder proposal, if properly presented at the Annual Meeting, on whether to allow stockholders to act by written consent (Proposal 5).
8. How do I vote my shares if I won’t be able to attend the Annual Meeting?
| ■ | Elect Kofi A. Bruce, Rachel A. Gonzalez, Jeffrey T. Huber, Talbott Roche, Richard A. Simonson, Luis A. Ubiñas, Heidi J. Ueberroth and Andrew Wilson to the Board of Directors to hold office for a one-year term (Proposal 1); | | ■ | Cast an advisory vote to approve named executive officer compensation (Proposal 2); | | ■ | Ratify the appointment of KPMG LLP as the Company’s independent public registered accounting firm for the fiscal year ending March 31, 2024 (Proposal 3); | | ■ | Cast an advisory vote on the frequency of say-on-pay votes (Proposal 4); and | | ■ | Consider and vote upon any stockholder proposal, if properly presented at the Annual Meeting, on termination pay (Proposal 5). |
| 8. | How do I vote my shares if I won’t be able to attend the Annual Meeting? |
You do not need to attend the Annual Meeting in order to vote. You may, instead, vote on the Internet or by telephone or by mail (if you have received printed proxy materials) prior to 11:59 p.m. Eastern Time on August 11, 2021.9, 2023. By doing so, you are giving a proxy appointing Andrew Wilson (the Company’s Chief Executive Officer), Blake Jorgensen (the Company’s Chief Operating Officer and Chief Financial Officer) and Jacob Schatz (the Company’s General CounselChief Legal Officer and Corporate Secretary) or any of them, each with power of substitution, to vote your shares at the Annual Meeting, or any adjournment thereof, as you have instructed. If a proposal comes up for a vote at the Annual Meeting for which you have not indicated an instruction, Mr. Wilson Mr. Jorgensen and Mr. Schatz, or any one of them, will vote your shares in the manner recommended by the Board of Directors and according to their best judgment. Even if you currently plan to attend the Annual Meeting, it is a good idea to vote on the Internet by telephone or, if you received printed proxy materials, to completeby telephone or by completing and returnreturning your proxy card before the meeting date, in case your plans change.  | | | | | | | |  | | | | | | | | | | | On the Internet or by Telephone | | By Mail | | If you have Internet access, you may submit your proxy online by following the instructions provided in the Notice or, if you receive printed proxy materials, the proxy card. You may also vote by telephone by following the instructions provided on your proxy card or voting instruction card. | | If you receive printed proxy materials, you may submit your proxy by mail by signing your proxy card or, for shares held in street name, by following the voting instructions included by your broker, trustee or nominee, and mailing it in the enclosed, postage-paid envelope. If you provide specific voting instructions, your shares will be voted as you have instructed. |
| 9. | | | | | | | | | | 2021 Proxy Statement | 83What does it mean if I receive more than one Notice or proxy card? |
9. What does it mean if I receive more than one Notice or proxy card?
It means that you have multiple accounts at the transfer agent or with brokers. Please complete and return all proxy cards or follow the instructions on each proxy card to vote on the Internet or by telephone, to ensure that all your shares are voted. | 72 | |
ContentsOTHER INFORMATION | 10. | I share an address with another stockholder, and we received only one paper copy of the proxy materials. How can I obtain an additional copy of the proxy materials? |
The Company has adopted an SEC-approved procedure called “householding.” Under this procedure, the Company may deliver a single copy of the Notice or the Annual Report and this Proxy Statement to multiple stockholders who share the same last name and address and who have consented to householding, unless the Company has received contrary instructions from one or more of those stockholders. This procedure reduces the environmental impact of the Company’s annual meetings and reduces the Company’s printing and mailing costs. Stockholders who participate in householding will continue to receive separate proxy cards. Upon written or oral request, the Company will deliver promptly a separate copy of the Notice, Annual Report and this Proxy Statement to any stockholder at a shared address to which the Company delivered a single copy of any of these documents. To receive free of charge a separate copy of the Notice or Annual Report and this Proxy Statement, or separate copies of these documents in the future, stockholders may write to our Corporate Secretary at 209 Redwood Shores Parkway, Redwood City, CA 94065 or call (650) 628-1500. If you are receiving more than one copy of the proxy materials at a single address and would like to participate in householding, please contact the Company using the mailing address or phone number above. Stockholders who hold shares in street name may contact their brokerage firm, bank, broker-dealer or other similar organization to request information about householding. 11. What if I change my mind after I give my proxy?
| 11. | What if I change my mind after I give my proxy? |
You may revoke your proxy and change your vote at any time before the polls close at the Annual Meeting. You may do this by: •Sending a signed statement to the Company that the proxy is revoked (you may send such a statement to the Corporate Secretary at our corporate headquarters address listed above);
•Signing and returning another proxy with a later date;
•Voting on the Internet or by telephone at any time prior to 11:59 p.m. Eastern Time on August 11, 2021 (your latest vote is counted); or
•Voting at the Annual Meeting.
| ■ | Sending a signed statement to the Company that the proxy is revoked (you may send such a statement to the Corporate Secretary at our corporate headquarters address listed above); | | ■ | Signing and returning another proxy with a later date; | | ■ | Voting on the Internet or by telephone at any time prior to 11:59 p.m. Eastern Time on August 9, 2023 (your latest vote is counted); or | | ■ | Voting at the Annual Meeting. |
If your shares are held by a broker, bank or other nominee or trustee, you may contact the record holder of your shares directly. Your proxy will not be revoked if you attend the Annual Meeting but do not vote. 12. Who will count the votes?
| 12. | Who will count the votes? |
A representative of Broadridge Financial Solutions will tabulate the votes and act as the inspector of electionelections for our Annual Meeting. 13. How are votes counted?
| 13. | How are votes counted? |
You may vote “for,” “against” or “abstain” with respect to each of the nominees to the Board of Directors and on each of the proposals. A share voted “abstain” with respect to any proposal is considered present at the Annual Meeting for purposes of establishing a quorum and entitled to vote with respect to that proposal but is not considered a vote cast with respect to that proposal. Thus, abstentions will not affect the outcome of Proposals 1, 2, 3, 4 or the stockholder proposal. Under the Delaware General Corporation Law (“DGCL”), Proposal 4 requires thatIf you are a majority of our outstanding common stock vote “for” Proposal 4 in order for it to be approved. Thus, a share voted “abstain” with respect to Proposal 4 has the same impact as a share voted “against” Proposal 4. Ifregistered stockholder and you sign and return your proxy without voting instructions, your shares will be voted as recommended by the Board of Directors and according to the best judgment of Mr. Wilson Mr. Jorgensen and Mr. Schatz, or any one of them. 14. What is the effect of a “broker non-vote” on the proposals to be voted on at the Annual Meeting?
| 14. | What is the effect of a “broker non-vote” on the proposals to be voted on at the Annual Meeting? |
If your shares are held by a broker, bank or other nominee or trustee and you do not provide your broker, bank or other nominee or trustee with voting instructions, your shares may constitute “broker non-votes.” Broker non-votes occur on a matter when a broker is not permitted to vote on that matter (or even when a broker is permitted to vote on that matter but chooses not to do so) without instructions from the beneficial owners and instructions are not given. These matters are referred to as “non-routine” matters. Proposals 1, 2, 4 and the stockholder proposal are “non-routine”. In tabulating the voting results for any particular proposal, sharesShares that constitute broker non-votes are considered present at the Annual Meeting for purposes of establishing a quorum and entitled to vote with respect to that proposal but are not considered votes cast on that proposal. Broker non-votes, will have the same impact as a vote ”against” on Proposal 4. Broker non-votesif any, will not affect the outcome of Proposals 1, 2, 3, 4 or the stockholder proposal. Proposal 3, the ratification of KPMG LLP as our independent auditor for fiscal 2022, isEven with respect to routine matters, some brokers are choosing not to exercise discretionary voting authority. As a “routine” proposal and no broker non-votes are expected. Ifresult, if your shares are held of record by a bank, broker, or other nominee, we urge you to give instructions to your bank, broker or other nominee as to how you wish your shares to be voted.
| 15. | | | | | | | | | 84 | | How many votes must the nominees receive to be elected as directors? |
15. How many votes must the nominees receive to be elected as directors?
In an uncontested election, our Amended and Restated Bylaws require each nominee to receive more votes cast “for” than “against” his or her re-election in order to be re-elected to the Board of Directors. Since we are not aware of any intention by any stockholder to nominate one or more candidates to compete with the Board of Directors’ nominees for re-election at the Annual Meeting, the 20212023 election will be uncontested.
Table of Contents OTHER INFORMATION In accordance with our Corporate Governance Guidelines, the Board of Directors expects an incumbent director to tender his or her resignation if he or she fails to receive the required number of votes for re-election in an uncontested election. In such an event, the Nominating and Governance Committee will act on an expedited basis to determine whether to accept the director’s resignation and will submit such recommendation for prompt consideration by the Board of Directors. The director whose resignation is under consideration will abstain from participating in any decision regarding his or her resignation. The Nominating and Governance Committee and the Board of Directors may consider any factors they deem relevant in deciding whether to recommend and accept, as applicable, a director’s resignation. The Board of Directors will act on the Nominating and Governance Committee’s recommendation within 90 days from the date of the certification of election results and will publicly disclose its decision promptly thereafter. Shares represented by your proxy will be voted by EA’s management “for” the election or re-election of the eight nominees recommended by EA’s Board of Directors unless you vote against any or all of such nominees or you mark your proxy to “abstain” from so voting. 16. What happens if one or more of the nominees is unable to serve or for good cause will not serve?
| 16. | What happens if one or more of the nominees is unable to serve or for good cause will not serve? |
If, prior to the Annual Meeting, one or more of the nominees notifies us that he or she is unable to serve, or for good cause will not serve, as a member of the Board of Directors, the Board of Directors may reduce the number of directors or select a substitute nominee or substitute nominees, as the case may be. In the latter case, if you have completed and returned your proxy card, Mr. Wilson Mr. Jorgensen and Mr. Schatz, or any of them, may vote for any nominee designated by the incumbent Board of Directors to fill the vacancy. They cannot vote for more than eight nominees. 17. How many votes are required to approve each of the other proposals?
| 17. | How many votes are required to approve each of the other proposals? |
The advisory vote to approve named executive officer compensation (Proposal 2), the ratification of KPMG LLP as our independent auditor (Proposal 3), the advisory vote on the frequency of say-on-pay votes (Proposal 4), and the stockholder proposalproposals (Proposal 5) must receive a “for” vote from a majority of the voting shares present at the Annual Meeting in person or by proxy and voting for or against these proposals. Under the DGCL, the proposal to amend and restate our Charter to permit stockholders to act by written consent (Proposal 4) must receive a “for” vote from a majority of our outstanding common stock. As advisory votes, the results of voting on Proposal 2, Proposal 4, and the stockholder proposalproposals are non-binding. Although these votes are non-binding, the Board of Directors and its committees value the opinions of our stockholders and will consider the outcome of these votes, along with other relevant factors, in evaluating the compensation program for our named executive officers, the frequency of our say-on-pay votes and evaluating the mattermatters presented by the stockholder proposal. Shares represented by your proxy will be voted by EA’s management in accordance with the Board of Directors’ recommendation unless you vote otherwise on your proxy or you mark your proxy to “abstain” from voting. Abstentions and broker non-votes will have no effect on the outcome of Proposals 2, 3, 4 or the stockholder proposal. Abstentions and broker non-votes will have the same impact as a vote “against” Proposal 4. 18. What is the deadline to propose matters for consideration at the 2022 annual meeting of stockholders?
| 18. | What is the deadline to propose matters for consideration at the 2024 annual meeting of stockholders? |
Proposals to be considered for inclusion in our proxy materials: No later than the close of business (6:00 p.m. Pacific Time) on February 25, 2022.23, 2024. All proposals must comply with Rule 14a-8 under the Exchange Act.Other proposals to be brought at our 20222024 annual meeting: No earlier than April 14, 202212, 2024 and no later than the close of business (6:00 p.m. Pacific Time) on May 14, 2022.10, 2024. The submission must include certain information concerning the stockholder and the proposal, as specified in the Company’s Amended and Restated Bylaws.19. What is the deadline to nominate individuals for election as directors at the 2022 annual meeting of stockholders?
| 19. | What is the deadline to nominate individuals for election as directors at the 2024 annual meeting of stockholders? |
Director nominations for inclusion in our proxy materials (proxy access nominees): No earlier than March 15, 202213, 2024 and no later than the close of business (6:00 p.m. Pacific Time) on April 14, 2022.12, 2024. The nomination must include certain information concerning the stockholder or stockholder group and the nominee, as specified in Section 1.6 of the Company’s Amended and Restated Bylaws.Director brought pursuant to our advance notice bylaws: No earlier than April 14, 202212, 2024 and no later than the close of business (6:00 p.m.) on May 14, 2022.10, 2024. The nomination must include certain information concerning the stockholder and the nominee, as specified in Section 1.5 of the Company’s Amended and Restated Bylaws.20. Where should I send proposals and In addition, shareholders who intend to solicit proxies in support of director nominations fornominees other than the 2022 annual meetingCompany’s nominees must comply with the additional requirements of stockholders?
Rule 14a-19(b).| 20. | Where should I send proposals and director nominations for the 2024 annual meeting of stockholders? |
Stockholder proposals and director nominations should be sent in writing to Jacob Schatz, Corporate Secretary at Electronic Arts Inc., 209 Redwood Shores Parkway, Redwood City, CA 94065.
| 21. | | | | | | | | | | 2021 Proxy Statement | 85How can I obtain a copy of the Company’s Amended and Restated Bylaws? |
21. How can I obtain a copy of the Company’s Amended and Restated Bylaws?
Our Amended and Restated Bylaws as of the date of this Proxy Statement are included as an exhibit to a Current Report on Form 8-K we filed with the SEC on August 9, 2019,15, 2022, which you may access through the SEC’s electronic data system called EDGAR at www.sec.gov. You may also request a copy of our Amended and Restated Bylaws by contacting our Corporate Secretary at the address above.| 74 | |
ContentsOTHER INFORMATION | 22. | How can I listen to the live audio webcast of the Annual Meeting? |
You can listen to the live audio webcast of the Annual Meeting by going to the Investor Relations section of our website at http://ir.ea.com. An archived copy of the webcast will also be available on our website for one year following the Annual Meeting. Please note that participation in the question and answer portion of the Annual Meeting will be limited to those stockholders attending. 23. Where do I find the voting results of the meeting?
| 23. | Where do I find the voting results of the meeting? |
We may announce preliminary voting results at the Annual Meeting. We will also publish the final results on Form 8-K, which we will file with the SEC within four business days after the Annual Meeting. Once filed, you can request a copy of the Form 8-K by contacting our Investor Relations department at (650) 628-0406. You can also get a copy on the Internet at http://ir.ea.com or through the SEC’s electronic data system called EDGAR at www.sec.gov.24. Who will pay for this proxy solicitation?
| 24. | Who will pay for this proxy solicitation? |
We will bear the costs of soliciting proxies from our stockholders. These costs include preparing, assembling, printing, mailing and distributing the notices, proxy statements, proxy cards and annual reports. If you choose to access the proxy materials and/or vote on the Internet, you are responsible for the Internet access charges you may incur. If you choose to vote by telephone, you are responsible for the telephone charges you may incur. In addition, some of our officers, directors, employees and other agents may also solicit proxies personally, by telephone and by electronic and regular mail, and we will pay these costs. We have retained Morrow Sodali, LLC for a fee of $12,500 plus reasonable out-of-pocket expenses, to help us solicit proxies from brokers, bank nominees and other institutional stockholders. EA will also reimburse brokerage houses and other custodians for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to the beneficial owners of the Company’s common stock. 25. How is the Company’s fiscal year calculated?
| 25. | How is the Company’s fiscal year calculated? |
The Company’s fiscal year is reported on a 52- or 53-week period that ends on the Saturday nearest March 31. Our results of operations for fiscal 2021year 2023 contained 5352 weeks and ended on April 3, 2021.1, 2023. For simplicity of disclosure, fiscal year periods are referred to as ending on a calendar month end, even if the technical end of a fiscal year period was not the last day of a calendar month. Thus, in this Proxy Statement, “fiscal 2022,” “fiscal 2021,” “fiscal 2020” and “fiscal 2019” refer to our fiscal years ending or ended (as the case may be) on March 31, 2022, 2021, 2020 and 2019 respectively.
26. Who can I call with any questions about my shares?
| 26. | Who can I call with any questions about my shares? |
If you hold shares in street name, you may contact your broker. If you are a stockholder of record, you may call our transfer agent, Computershare, at (800) 736-3001 or (781) 575-3100 for international callers or visit their website at www.computershare.com/investor.The Board of Directors does not know of any other matter that will be presented for consideration at the Annual Meeting except as specified in the notice of the Annual Meeting. If any other matter does properly come before the Annual Meeting, or at any adjournment or postponement of the Annual Meeting, it is intended that the proxies will be voted in respect thereof in accordance with the judgment of the persons voting the proxies.
The “Compensation Discussion and Analysis”above contains certain non-GAAP financial measures, which are used internally by our management and Board of Directors in our compensation programs. The table below reconciles these non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with Generally Accepted Accounting Principles (“GAAP”).Calculation of Non-GAAP Financial Measures (FY21 – For purposes other than our PIRSU Awards)for FY23 Results | (In Millions, Except Earnings Per Share) | | Fiscal
Year Ended
March 31,
2023 | | GAAP net revenue | | $ | 7,426 | | Change in deferred net revenue (online-enabled games) | | | (85) | | Non-GAAP net revenue | | $ | 7,341 | | GAAP gross profit | | $ | 5,634 | | Acquisition-related expenses | | | 120 | | Change in deferred net revenue (online-enabled games) | | | (85) | | Stock-based compensation | | | 7 | | Non-GAAP gross profit | | $ | 5,676 | | GAAP operating expenses | | $ | 4,302 | | Acquisition-related expenses | | | (158) | | Stock-based compensation | | | (541) | | Restructuring and related charges | | | (155) | | Non-GAAP operating expenses | | $ | 3,448 | | GAAP net income | | $ | 802 | | Acquisition-related expenses | | | 278 | | Change in deferred net revenue (online-enabled games) | | | (85) | | Stock-based compensation | | | 548 | | Income tax rate adjustments | | | 102 | | Restructuring and related charges | | | 155 | | Non-GAAP net income | | $ | 1,800 | | GAAP diluted earnings per share | | $ | 2.88 | | Non-GAAP diluted earnings per share | | $ | 6.47 | | GAAP diluted shares | | | 278 | | Non-GAAP diluted shares | | | 278 |
| 76 | |
| | | | | | | | | | (in millions, except earnings per share) | Fiscal Year Ended
March 31, 2021 | | GAAP net revenue | $ | 5,629 | | Change in deferred net revenue (online-enabled games) | | 561 | | Non-GAAP net revenue | $ | 6,190 | | GAAP gross profit | $ | 4,135 | | Acquisition-related expenses | | 4 | | Change in deferred net revenue (online-enabled games) | | 561 | | Stock-based compensation | | 5 | | Non-GAAP gross profit | $ | 4,705 | | GAAP operating expenses | $ | 3,089 | | Acquisition-related expenses | | (30) | | Stock-based compensation | | (430) | | Non-GAAP operating expenses | $ | 2,629 | | GAAP net income | $ | 837 | | Acquisition-related expenses | | 34 | | Change in deferred net revenue (online-enabled games) | | 561 | | Stock-based compensation | | 435 | | Income tax rate adjustments | | (188) | | Non-GAAP net income | $ | 1,679 | | GAAP diluted earnings per share | $ | 2.87 | | Non-GAAP diluted earnings per share | $ | 5.75 | | GAAP diluted shares | | 292 | | Non-GAAP diluted shares | | 292 |
Table of Contents Appendix A: Supplemental Information for CD&A Calculation of Non-GAAP Financial Measures (PIRSU Awards - 4 Year Aggregate) | | | | | | | | | | (in millions) | Fiscal Year 2018 through Fiscal Year 2021 (4-Year Aggregate) | | GAAP net revenue | $ | 21,266 | | Change in deferred net revenue (online-enabled games) | | 608 | | Mobile Platform Fees | | (349) | | Non-GAAP net revenue (as reported) | $ | 21,525 | | FY21 Change in Presentation* | | (189) | | Non-GAAP net revenue (PIRSU actuals) | $ | 21,336 | | | | | Cash Provided by Operating Activities | $ | 6,970 | | Capital Expenditures | | (490) | | Free Cash Flow (as reported)** | $ | 6,480 | | Adjustments for exceptional tax items*** | | 385 | | Free Cash Flow (PIRSU actuals) | $ | 6,865 |
| | | | | | | | | | Appendix A: Supplemental Information for CD&A | |
*Fiscal 2021 non-GAAP net revenue was adjusted to be comparable with prior periodsfor Company Bonus Funding and with the non-GAAP net revenue attainment target for the PIRSUs. For more information, see below under “Mobile Platform Fees”.
** Free cash flow is defined as cash provided by operations (a GAAP measure) minus capital expenditures over the 4-year performance period of the PIRSUs.
*** Free cash flow was adjusted during the performance period for exceptional tax items such as the impact of the U.S. Tax Cuts and Jobs Act of 2017.
PRSU Attainment| (In Millions, Except Earnings Per Share) | | Fiscal
Year Ended
March 31,
2023 | | GAAP net revenue | | $ | 7,426 | | Change in deferred net revenue (online-enabled games) | | | (85) | | Non-GAAP net revenue | | $ | 7,341 | | GAAP gross profit | | $ | 5,634 | | Acquisition-related expenses | | | 120 | | Change in deferred net revenue (online-enabled games) | | | (85) | | Stock-based compensation | | | 7 | | Non-GAAP gross profit | | $ | 5,676 | | GAAP operating expenses | | $ | 4,302 | | Acquisition-related expenses | | | (158) | | Stock-based compensation | | | (541) | | Restructuring and related charges | | | (155) | | Non-GAAP operating expenses | | $ | 3,448 | | Non-GAAP operating income | | $ | 2,228 | | GAAP net income | | $ | 802 | | Acquisition-related expenses | | | 278 | | Change in deferred net revenue (online-enabled games) | | | (85) | | Stock-based compensation | | | 548 | | Restructuring and related charges | | | 155 | | Income tax rate adjustments | | | 102 | | Bonus expense, net of tax | | | 180 | | Non-GAAP net income | | $ | 1,980 | | GAAP diluted earnings per share | | $ | 2.88 | | Non-GAAP diluted earnings per share | | $ | 7.12 | | GAAP diluted shares | | | 278 | | Non-GAAP diluted shares | | | 278 |
About Non-GAAP Financial Measures Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. These non-GAAP financial measures do not reflect a comprehensive system of accounting, differ from GAAP measures with the same names and may differ from non-GAAP financial measures with the same or similar names that are used by other companies. We compute non-GAAP financial measures using the same consistent method. We may consider whether other significant items that arise in the future should be excluded from our non-GAAP financial measures. The Company uses certain non-GAAP financial measures when establishing performance-based targets. These measures adjust for certain items that may not be indicative of the Company’s core business, operating results or future outlook. We believe that these non-GAAP financial measures provide meaningful supplemental information about the Company’s operating results primarily because they exclude amounts that we do not consider part of ongoing operating results when planning and forecasting for future periods and when assessing the performance of the organization. When making compensation decisions for our executives, we utilize non-GAAP financial measures to evaluate the Company’s financial performance and the performance of our management team. The Company’s target and actual non-GAAP financial measures are calculated with reference to adjustments to GAAP financial measures. These adjustments exclude the following items, as applicable: | ■ | Change in deferred net revenue (online-enabled games) and certain acquisition-related impacts | | ■ | Acquisition-related expenses | | ■ | Stock-based compensation | | ■ | Income tax rate adjustments | | ■ | Bonus expense | | ■ | Restructuring and related charges |
•Change in deferred net revenue (online-enabled games)
•Mobile platform fees
•Acquisition-related expenses
•Stock-based compensation
•Income tax rate adjustments
Table of Contents Appendix A: Supplemental Information for CD&A We believe it is appropriate to exclude these items for the following reasons: Change in Deferred Net Revenue (Online-enabled Games) and Certain Acquisition-Related ImpactsThe majority of our games, and related extra-content and services have online connectivity whereby a consumer may be able to download updates on a when-and-if-available basis (“future update rights”) for use with the originaloffline core game software.content (“software license”). In addition, we may also offer a hosted connection for online playability (“online hosted service”hosting”), that permits consumers to play against each other without a separate fee. Because the majority of our sales of our online-enabled games include future update rights and/or online hosted servicehosting performance obligations, GAAP requires us to allocate a portion or all of the transaction price to these performance obligations which are recognized ratably over an estimated offering period. Our deferred net revenue balance is increased by the revenue being deferred for current sales and is reduced by the recognition of revenue from prior sales (this is referred to as the “change in the deferred revenue” balance). Our management excludes the impact of the net change in deferred net revenue related to online-enabled games in its non-GAAP financial measures for the reasons stated above and also to facilitate an understanding of our operations because all related costs of revenue are expensed as incurred instead of deferred and recognized ratably. Mobile Platform Fees
For transactions after April 1, 2018, GAAP requires companies to assess whether a third-party partner for sales transactions (such as the Apple App Store and Google Play Store) is an “agent” or a “principal” to determine if revenue should be reported net or gross of the fees retained by that third-party. In certain relationships, our management has determined that we (and not the third-party partner) are the principal for sales transactions. Thus, for GAAP reporting purposes, we report revenue from these third-party partners on a gross basis and the related platform fees as cost of revenue. As a result, both revenue and cost of revenue increase by the amount of these platform fees. Prior to fiscal year 2021, our management classified all platform fees as a reduction of revenue, regardless of whether we or the third-party partner is the principal to the transaction, providing a consistent comparison of the amount of money received from our third-party partner. At the beginning of fiscal year 2021, we changed the way in which we present non-GAAP net revenue to align with GAAP net revenue measures. Non-GAAP net revenue from mobile platform partners is now presented gross of platform provider fees.
| | | | | | | | | | Appendix A: Supplemental Information for CD&A | |
as.Acquisition-Related Expenses GAAP requires expenses to be recognized for various types of events associated with a business acquisition. These events include expensing acquired intangible assets, post-closing adjustments associated with changes in the estimated amount of contingent consideration to be paid in an acquisition, and the impairment of accounting goodwill created as a result of an acquisition and/or acquired intangible assets when future events indicate there has been a decline in its value. Offsetting these expenses are certain cost exclusions related to impacts from current year acquisitions activity. When analyzing the operating performance of an acquired entity, our management focuses on the total return provided by the investment (i.e., operating profit generated from the acquired entity as compared to the purchase price paid including the final amounts paid for contingent consideration, if any) without taking into consideration any allocations made for accounting purposes. When analyzing the operating performance of an acquisition in subsequent periods, our management excludes the GAAP impact of any adjustments to the fair value of these acquisition-related balances to its financial results. When evaluating the performance of its individual business units, the Company does not consider stock-based compensation charges. Likewise, the Company’s management teams exclude stock-based compensation expense from their short and long-term operating plans. In contrast, the Company’s management teams are held accountable for cash-based compensation and such amounts are included in their operating plans. Further, when considering the impact of equity award grants, we place a greater emphasis on overall stockholder dilution rather than the accounting charges associated with such grants. Income Tax Rate Adjustments The Company uses a fixed, long-term projected tax rate internally to evaluate its operating performance, to forecast, plan and analyze future periods, and to assess the performance of its management team. Accordingly, the Company applies the same tax rate to its non-GAAP financial results and generally does not include one-time tax benefits. During fiscal 2021,year 2023, the Company applied a tax rate of 18%19% to determine the non-GAAP income tax expense. Bonus Expense The Company determines the funding for its bonus pool under the EA Bonus Plan based in part on financial performance, which includes a non-GAAP diluted earnings per share component. The Company excludes bonus expense under the EA Bonus Plan when establishing the non-GAAP diluted earnings per share target, and measuring performance against that target because its effect on non-GAAP earnings per share is not indicative of the Company’s financial performance. Restructuring and Related Charges Restructuring and related charges are primarily incurred as the Company aligns its structure with growth opportunities. These costs may include employee-related costs such as severance, asset impairment charges, office space reduction and exit costs including additional depreciation and amortization when the expected useful life of certain assets have been shortened due to changes in anticipated usage, and other charges, including contract cancellations. The company excludes these costs as management believes they do not have a direct correlation to our ongoing or future business operations. | 78 | |
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Table of Contents 
Table of Contents 
ELECTRONIC ARTS INC.
209 REDWOOD SHORES PARKWAY
REDWOOD CITY, CA 94065-1175
ATTN: STOCK ADMINISTRATION DEPARTMENT 
VOTE BY INTERNET
Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on August 9, 2023. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/EA2023 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on August 9, 2023. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
| TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | | | V18529-P90836 | KEEP THIS PORTION FOR YOUR RECORDS | | DETACH AND RETURN THIS PORTION ONLY | | THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
| ELECTRONIC ARTS INC. | | The Board of Directors recommends you vote FOR the following: | | 1. | Election of the eight (8) Directors proposed in the accompanying Proxy Statement to hold office for a one-year term. |
| Nominees: | | For | Against | Abstain | | 1a. | Kofi A. Bruce | | ☐ | ☐ | ☐ | | 1b. | Rachel A. Gonzalez | | ☐ | ☐ | ☐ | | 1c. | Jeffrey T. Huber | | ☐ | ☐ | ☐ | | 1d. | Talbott Roche | | ☐ | ☐ | ☐ | | 1e. | Richard A. Simonson | | ☐ | ☐ | ☐ | | 1f. | Luis A. Ubiñas | | ☐ | ☐ | ☐ | | 1g. | Heidi J. Ueberroth | | ☐ | ☐ | ☐ | | 1h. | Andrew Wilson | | ☐ | ☐ | ☐ |
| | | | | | | | | | | | | | | | | | | | | | | | | | | The Board of Directors recommends you vote FOR proposals 2 and 3 and ONE YEAR for Proposal 4. | 2021 Proxy StatementFor | 89Against | Abstain |
Appendix B:
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ELECTRONIC ARTS INC.
ARTICLE I
The name of the corporation is Electronic Arts Inc. (the “Company”).
ARTICLE II
The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at that address is The Corporation Trust Company.
ARTICLE III
The purpose of the Company is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.
ARTICLE IV
The total number of shares of stock of all classes which the Company is authorized to issue is 1,010,000,000 shares, consisting of 1,000,000,000 shares of Common Stock, par value $0.01 per share ("Common Stock"), and 10,000,000 shares of Preferred Stock, par value $0.01 per share.
The Board of Directors is authorized, subject to any limitations prescribed by the law of the State of Delaware, to provide for the issuance of Preferred Stock in one or more series, to establish from time to time the number of shares to be included in each such series, to fix the designation, powers, preferences and rights of the shares of each such series and any qualifications, limitations or restrictions thereof, and to increase or decrease the shares of any such series (but not below the number of shares of such series then outstanding).
ARTICLE V
The stockholders of the Company shall have the power to adopt, amend or repeal the Bylaws. The Board of Directors of the Company shall also have the power to adopt, amend or repeal Bylaws of the Company, except insofar as Bylaws adopted by the stockholders shall otherwise provide.
ARTICLE VI
Election of Directors need not be by written ballot unless a stockholder demands election by written ballot at a stockholder meeting and before voting begins, or unless the Bylaws of the Company shall so provide.
ARTICLE VII
A Director of the Company shall not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the Director’s duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law or (iv) for any transactions from which the Director derived an improper personal benefit.
If the Delaware General Corporation Law is hereafter amended to authorize the further elimination or limitation of the liability of a Director, then the liability of a director of the Company shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.
| 2. | | Advisory vote to approve named executive officer compensation. | ☐ | ☐ | ☐ | | 3. | | Ratification of the appointment of KPMG LLP as our independent public registered accounting firm for the fiscal year ending March 31, 2024. | ☐ | ☐ | ☐ | | | | 1 Year | 2 Year | 3 Year | Abstain | | 4. | | Advisory vote to approve the frequency of say-on-pay votes. | ☐ | ☐ | ☐ | ☐ | | The Board of Directors recommends you vote AGAINST the following proposal: | For | Against | Abstain | | 5. | | To consider and vote upon a stockholder proposal, if properly presented at the Annual Meeting, on termination pay. | ☐ | ☐ | ☐ | | NOTE: THE PROXY WILL BE VOTED AS DIRECTED. IN THE ABSENCE OF DIRECTION, THE PROXY WILL BE VOTED FOR ALL NOMINEES FOR ELECTION, FOR PROPOSALS 2 AND 3, ONE YEAR ON PROPOSAL 4 AND AGAINST PROPOSAL 5. In their discretion, the proxy holders are authorized to vote upon such other business as may properly come before the meeting or any adjournment thereof to the extent authorized by Rule 14a-4(c) promulgated by the Securities and Exchange Commission. | | | |
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. 90 | | | | | | | Signature [PLEASE SIGN WITHIN BOX] | Date | | Signature (Joint Owners) | Date | |
Table of Contents
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.
| | | | | | | | | | Appendix B: Amended and Restated Certificate of Incorporation | V18530-P90836 |
NeitherELECTRONIC ARTS INC.
PROXY FOR 2023 ANNUAL MEETING OF STOCKHOLDERS
The undersigned stockholder of Electronic Arts Inc., a Delaware corporation (the "Company"), hereby appoints Andrew Wilson and Jacob Schatz, or any amendment nor repeal of this Article VII, northem, proxies and attorneys-in-fact, each with the adoptionpower of any provisionsubstitution, on behalf of this Amended and Restated Certificatein the name of Incorporation inconsistent with this Article VII, shall eliminate, reduce or otherwise adversely affect any limitation on the personal liabilityundersigned, to represent the undersigned at the 2023 Annual Meeting of a directorStockholders of the Company existing at the time of such amendment, repeal or adoption of an inconsistent provision.ARTICLE VIII
(a)Any action required or permitted to be taken byheld virtually at www.virtualshareholdermeeting.com/EA2023, on August 10, 2023, at 2:00 P.M. PDT, or at any adjournment thereof, and to vote all shares the stockholders of the Company mustundersigned would be taken at a duly called annual or special meeting of such holders and may not be taken or by consent in writing by such holders.
(b)Except as otherwise required by law, special meetings of stockholders of the Company for any purpose or purposes may be called only (i) by the Chairman of the Board of Directors pursuant to a resolution stating the purpose or purposes thereof or (ii) by the Board of Directors upon written request by one or more stockholders owning, in the aggregate, at least 25% of the Company’s outstanding shares entitled to vote onif personally present at the matter or mattersmeeting.THIS PROXY WILL BE VOTED AS DIRECTED. IN THE ABSENCE OF DIRECTION, THIS PROXY WILL BE VOTED FOR ALL NOMINEES FOR ELECTION, FOR PROPOSALS 2 AND 3, ONE YEAR ON PROPOSAL 4 AND AGAINST PROPOSAL 5. In their discretion, the proxy holders are authorized to be broughtvote upon such other business as may properly come before the proposed special meeting determined in accordance with the provisions of the Company’s Bylaws, and who otherwise comply with such other requirements and procedures set forth in the Company’s Bylaws, as now or hereinafter in effect. (c)Subject to the rights of the holders of any series of Preferred Stock to elect additional Directors or to consent to specific actions taken by the corporation and to other provisions of this Amended and Restated Certificate of Incorporation, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing setting forth the action so taken shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.
The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting shall be as fixed by the Board of Directors or as otherwise established under this ARTICLE VIII. Any person seeking to have the stockholders authorize or take corporate action by written consent without a meeting shall, by written notice (in writing and not by electronic transmission) addressed to the Secretary of the Company and delivered to the Company and signed by one or more stockholders of record (or their duly authorized agents) that, at the time the notice is delivered, own in the aggregate, at least 25% (the “Requisite Consent Percent”) of the Company’s then outstanding shares entitled to vote on the action or actions proposed to be taken by written consent, request that a record date be fixed for such purpose. For purposes of satisfying the Requisite Consent Percent under this ARTICLE VIII, “own”, “owning”, “owned” and “ownership” shall have the meaning set forth in the Company’s Bylaws. The written notice must contain the information set forth in paragraph (d) of this ARTICLE VIII. Following receipt of the notice, the Board of Directors shall, by the later of (i) twenty (20) calendar days after delivery of the notice, and (ii) five (5) calendar days after delivery of all information requested by the Company to determine the validity of the request or to determine whether the action to which the request relates may be effected by written consent, determine the validity of the request, and if appropriate, adopt a resolution fixing the record date for such purpose. The record date for such purpose shall be no more than ten (10) calendar days after the date upon which the resolution fixing the record date is adopted by the Board of Directors and shall not precede the date such resolution is adopted.
(d)Any stockholder’s notice required by paragraph (c) of this ARTICLE VIII must describe the action that the stockholder proposes to take by consent. For each such proposal, every notice by a stockholder must include (i) evidence of ownership reasonably satisfactory to the Company as to each stockholder of record, or if such stockholder is a nominee or custodian the beneficial owner(s) on whose behalf the notice is submitted, (ii) the text of the proposal (including the text of any resolutions to be effected by consent and the language of any proposed amendment to the bylaws of the corporation), (iii) the reasons for soliciting consents for the proposal, (iv) any material interest in the proposal held by the stockholder and the beneficial owner, if any, on whose behalf the action is to be taken, (v) the information, representations, and completed and signed questionnaires,adjournment thereof to the extent applicable, then requiredauthorized by Rule 14a-4(c) promulgated by the Securities and Exchange Commission.This year's meeting will be accessible only through the Internet. There will not be a physical location for the meeting and you will not be able to attend the meeting in person. If you have difficulty accessing or participating in the meeting, please call the technical support number that will be posted at the meeting website log-in page. We will have technicians available to assist you. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO SIGN AND PROMPTLY MAIL THIS PROXY IN THE ENCLOSED RETURN ENVELOPE SO THAT THE SHARES MAY BE REPRESENTED AT THE MEETING.
Continued and to be set forth in a stockholder’s notice pursuant to the advance notice provisions in the Company’s Bylaws, as if the action or actions proposed to be taken by written consent were a nomination or other business proposed to be brought before a meeting of stockholders, (vi) an agreement to solicit consents in accordance with subparagraph (f) of this ARTICLE VIII, and (vii) any other information relating to the stockholder, the beneficial owner, or the proposal that would be required to be disclosed in filings in connection with the solicitation of proxies or consents pursuant to Section 14 of the Securities Exchange Act of 1934 (the “Exchange Act”), and the rules and regulations promulgated thereunder (or any successor provision of the Exchange Act or the rules or regulations promulgated thereunder). The Company may require any stockholder seeking to take action by written consent to furnish such other information as may reasonably be required by the Company to determine the validity of a request for a record date, and to determine whether such request relates to an action that may be effected by written consent under this ARTICLE VIII and applicable law. In connection with an action or actions proposed to be taken by written consent, stockholders seeking to take action by written consent shall further update and supplement the information previously provided to the Company in connection therewith, if necessary, so that the information shall be true and correct as of the record date to the same extent as would be required by the advance notice provisions in the Company’s Bylaws as of the record date for a meeting of stockholders if such action were a nomination or other business proposed to be brought before a meeting of stockholders, and such update and supplement shall be delivered to the Secretary at the principal executive offices of the Company not later than five (5) business days after the record date.
signed on reverse side
| | | | | | | | | | Appendix B: Amended and Restated Certificate of Incorporation | |
(e)Every written consent purporting to take or authorize the taking of corporate action (each such written consent is referred to in this paragraph and in paragraph (e) as a “Consent”) must bear the date of signature of each stockholder who signs the Consent, and no Consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated Consent delivered in the manner required by this ARTICLE VIII but not later than 120 days after the record date (or such later date as may be determined in good faith by the Board of Directors (and which determination shall be conclusive and binding) in the event it concludes, consistent with its fiduciary duties, that additional time is required for stockholders to deliver consents), Consents signed by a sufficient number of stockholders to take such action are so delivered to the Company. A written consent shall not be valid if it purports to provide (or if the person signing such consent provides, through instructions to an agent or otherwise) that it will be effective at a future time or at a time determined upon the happening of an event.
(f)Stockholders may take action by written consent only if the stockholder seeking to take action by written consent solicits consents from all stockholders of the Company entitled to vote on the action or actions proposed to be taken by written consent pursuant to and in accordance with this ARTICLE VIII, Regulation 14A of the Exchange Act (without reliance upon any exemption in Regulation 14A, including the exemption contained in clause (iv) of Rule 14a-1(l)(2) or Rule 14a-2(b) thereunder) (or any subsequent provisions replacing such Act or regulations), and applicable law.
(g)No consents may be delivered to the Company until (i) 60 days after the delivery of a valid request to set a record date that meets all of the requirements of this ARTICLE VIII, or (B) such later date as may be determined in good faith by the Board of Directors (and which determination shall be conclusive and binding) in the event it concludes, consistent with its fiduciary duties, that additional time is required for stockholders to make an informed decision in connection with such consent. Every Consent must be delivered to the Company by delivery to the Secretary of the Company at its principal place of business. Delivery must be made by hand or by certified or registered mail, return receipt requested and in accordance with the other provisions of Section 228 of the DGCL not inconsistent with this ARTICLE VIII. The Company shall not be required to accept a Consent given by electronic transmission unless a paper reproduction of the consent is delivered in accordance with the preceding sentence. Within five (5) business days after receipt of the earliest dated Consent delivered to the Company in the manner provided above, the Secretary of the Company shall engage an independent inspector of elections for the purpose of performing a ministerial review of the validity of the consents and revocations. The cost of retaining the inspector of election shall be borne by the Company. Consents and revocations shall be delivered to the inspector of elections upon receipt by the Company. As soon as consents and revocations are received, the inspector shall review the consents and revocations and shall maintain a count of the number of valid and unrevoked consents. The inspector shall not reveal the count to the soliciting stockholder or their representatives. In the event the inspectors determine that valid and unrevoked consents representing a sufficient number of shares to approve the actions proposed to be taken by consent have been delivered, the inspector shall inform the Company and the soliciting stockholders of that determination, and in any event the inspectors shall inform the Company and the soliciting stockholders of the number of valid, unrevoked consents received by the inspectors as of the close of business on the thirtieth (30th) day following the earliest-dated consent delivered to the Company.
(h)Notwithstanding anything in this Amended and Restated Certificate of Incorporation to the contrary, no action may be taken by written consent except in accordance with this ARTICLE VIII and applicable law. Notwithstanding anything in this Amended and Restated Certificate of Incorporation to the contrary, if the Board of Directors shall determine in good faith (and which determination shall be conclusive and binding) that any request to take any stockholder action by written consent was not properly made in accordance with, or relates to an action that may not be effected by written consent pursuant to, this ARTICLE VIII, the Company’s Bylaws, or applicable law, or the stockholder or stockholders seeking to take such action do not otherwise comply with this ARTICLE VIII, the Company’s Bylaws, or applicable law, then the Board of Directors shall not be required to fix a record date and any such purported action by written consent shall be null and void to the fullest extent permitted by applicable law. No action by written consent without a meeting shall be effective until such date as the Secretary, such other officer or agent of the Company as the Board of Directors may designate, or the inspector certify to the Company that the consents delivered to the Company in accordance with this ARTICLE VIII represent at least the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. The action by written consent will take effect as of the date and time of such certification and will not relate back to the date that the written consents were delivered to the Company.
(i)A request to take action by written consent may be revoked by a stockholder’s written revocation delivered to, or mailed and received by, the Secretary at any time, and any stockholder signing a request may revoke such request as to the voting shares that such person owns at any time by written revocation delivered to, or mailed and received by, the Secretary at the principal executive offices of the Company. If, as a result of such revocation(s), there no longer are valid and unrevoked requests from stockholders who own the Requisite Consent Percent of the Company’s then outstanding shares entitled to vote on the action or actions proposed to be taken by written consent, then the Board of Directors shall not be required to fix a record date. Further, in the event that the stockholder seeking to take action by written consent withdraws the request, the Board of Directors, in its discretion, may cancel the action by written consent and any consents relating to such action shall be null and void.
(j)The Board of Directors shall not be obligated to set a record date (and no related action may be taken by written consent) if (1) such action relates to an item of business that is not a proper subject for stockholder action under applicable law, or that involves a violation of applicable law; (2) the request for a record date is delivered during the period commencing 90 days prior to the first anniversary of the preceding year’s annual meeting of stockholders and ending on the earlier of (i) the date of the
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next annual meeting of stockholders, or (ii) 30 days after the first anniversary of the immediately preceding annual meeting of stockholders; (3) such action relates to an item of business that is the same or a substantially similar item (as determined in good faith by the Board of Directors, a “Similar Item” (and which determination shall be conclusive and binding)), other than the election of directors, was presented at an annual or special meeting of stockholders held not more than 12 months before the request for a record date is delivered; (4) a Similar Item was presented at an annual or special meeting of stockholders held not more than 90 days before the request for a record date is delivered (and, for purposes of this clause (4), the election of directors shall be deemed to be a “Similar Item” with respect to all items of business involving the election or removal of directors, changing the size of the Board of Directors and the filling of vacancies and/or newly created directorships resulting from an increase in the number of directors); (5) a Similar Item is included in the Company’s notice of meeting as an item of business to be brought before an annual or special meeting of stockholders that has been called but not yet held or that is called for a date within 90 days of the receipt by the Company of a request for a record date (and, for purposes of this clause (5), the election of directors shall be deemed to be a “Similar Item” with respect to all items of business involving the election or removal of directors, changing the size of the Board of Directors and the filling of vacancies and/or newly created directorships resulting from an increase in the number of directors); (6) the a request for a record date was made, any request for a record date was solicited, or any consents were solicited, in a manner that involved a violation of the Exchange Act and the rules and regulations thereunder (or any subsequent provisions replacing the Exchange Act, rules or regulations) or other applicable law; or (7) the request for a record date does not comply with the requirements of this ARTICLE VIII.
(k)Nothing contained in this ARTICLE VIII shall in any way be construed to suggest or imply that the Board of Directors or any stockholder shall not be entitled to contest the validity of any Consent or related revocations, whether before or after such certification by the inspector or to take any other action (including, without limitation, the commencement, prosecution, or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).
(l)Notwithstanding anything to the contrary set forth above, the Board of Directors may authorize one or more actions to be taken by written consent and, with respect to such actions, none of the foregoing provisions of this ARTICLE VIII shall apply to such actions unless the Board of Directors determines otherwise. The Board of Directors shall be entitled to solicit stockholder action by written consent in accordance with applicable law.
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